Good morning, and welcome to the Sotera Health Second Quarter 2025 Conference Call. Please note this event is being recorded. I would now like to turn the conference over to Vice President and Treasurer, Jason Peterson. Please go ahead.

Good morning, and thank you. Welcome to Sotera Health's Second Quarter 2025 Earnings Call. You can find today's press release and accompanying supplemental slides on the Investors section of our website at soterahealth.com. This webcast is being recorded, and a replay will be available in the Investors section of the Sotera Health website. On the call with me today are Chairman and Chief Executive Officer, Michael Petras; and Chief Financial Officer, Jon Lyons. During the call, some of our comments may be considered forward-looking statements. The matters addressed in these statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied. Please refer to Sotera Health's SEC filings and the forward-looking statements slide at the beginning of this presentation for a description of these risks and uncertainties. The company assumes no obligation to update any such forward-looking statements. Please note that during the discussion today, the company will present both GAAP and non-GAAP financial measures, including adjusted EBITDA, adjusted EBITDA margin, tax rate applicable to net income, adjusted net income, adjusted EPS, net debt and net leverage ratio as well as constant currency comparisons. A reconciliation of GAAP to non-GAAP measures for all relevant periods may be found in the schedules attached to the company's press release and in the supplemental slides to this presentation. The operator will be assisting with the Q&A portion of the call today. Please limit yourself to 1 question and 1 follow-up so that we can give everyone an opportunity to ask questions. If you have any questions after the call, please feel free to reach out to me and the Investor Relations team. I will now turn the call over to Sotera Health's Chairman and CEO, Michael Petras.

Good morning, everyone, and thank you for joining our quarterly earnings call. We're excited to share that Sotera Health delivered a strong second quarter, building off our solid performance last quarter, marked by growing momentum across our core businesses. This progress resulted in top line growth of 6.4%, adjusted EBITDA growth of 9.8%, and an improvement in adjusted EPS compared to the second quarter 2024. We continue to invest in our businesses to support organic growth and made further progress on reducing leverage, reinforcing our commitment to disciplined financial management and long-term value creation. Moving on to performance in our businesses. Sterigenics increased customer demand drove strong volume and mix performance in the quarter, resulting in 10.5% year-over-year revenue growth compared to the second quarter 2024. Stronger volumes were driven by our core med device customers along with continued momentum in bioprocessing, which was supported by our most recent facility expansion. Nordion delivered stronger-than-expected second quarter revenue versus the second quarter of 2024, driven by the timing of Cobalt-60 shipments. As requested by our customers, certain deliveries originally scheduled for the third quarter were fulfilled in the second quarter. Nelson Labs delivered second quarter revenue in line with the expectations outlined during our first quarter earnings call. Improvements in core lab testing helped offset the anticipated impact from expert advisory services. The increased core lab testing volume and mix, along with our disciplined optimization actions resulted in segment income margin expansion of more than 500 basis points. This marks the fourth consecutive quarter of year-over-year margin improvement at Nelson Labs. Given the strong momentum through the first half of the year, we are raising our outlook for 2025 revenue and adjusted EBITDA. For revenue, we are raising our growth outlook to 4.5% to 6% versus 2024. We are also raising our adjusted EBITDA growth outlook to 6% to 7.5%. These updates reflect improved performance expectations and now assume no impact from foreign currency for the full year. Jon will go through our 2025 outlook update in more detail in a few minutes. But first, I would like to highlight an example of how Sotera Health plays an essential role in Safeguarding Global Health. Together, Sterigenics and Nelson Labs play a critical role in patient safety and supporting FDA approval of groundbreaking treatments. From validation testing such as biocompatibility and packaging to routine sterilization, our teams contribute to the launch of this new infusion set for advanced Parkinson's therapy. This innovative drug delivery device helps improve quality of life by managing tremors and rigid body movements. Our expertise helps customers commercialize new products and is a great example of how we play an essential role in Safeguarding Global Health. Now Jon will walk us through the financials.

Thank you, Michael. I will begin by covering the second quarter 2025 highlights on a consolidated basis and then provide some details on each of the business segments, along with updates on capital deployment and leverage. I will finish with additional details on our updated 2025 outlook. On a consolidated total company basis, second quarter revenues increased by 6.4% to $294 million, or 6% on a constant currency basis compared to Q2 2024. Foreign currency was a tailwind of approximately 40 basis points for the quarter. Adjusted EBITDA increased by 9.8% to $151 million or 9.5% growth on a constant currency basis. Adjusted EBITDA margins were 51.2%, representing a 156 basis point increase from Q2 2024, driven by a 514 basis point increase in Nelson Labs segment margin. Interest expense of $41 million for the second quarter of 2025 was consistent with the prior year period. Net income on a GAAP basis for Q2 2025 was $8 million or $0.03 per diluted share inclusive of the pending and previously disclosed $34 million settlement of EO claims in Illinois. That compares to net income of $9 million or $0.03 per diluted share in Q2 of 2024. Adjusted EPS was $0.20 for the second quarter of 2025, an improvement of $0.01 from Q2 2024. Now let's take a closer look at the segment details. Sterigenics delivered strong second quarter 2025 revenue growth of 10.5% to $195 million or 10% on a constant currency basis as compared to Q2 2024. Revenue growth for the quarter was driven by a favorable volume and mix contribution of 6%, pricing of 4% and a benefit from foreign currency exchange of approximately 50 basis points. Segment income increased 11.3% to $108 million with segment income margins expanding 42 basis points versus Q2 2024 driven by strong top line growth, partially offset by inflation. Nordion's Q2 2025 revenue increased by 2.9% to $42 million or 3.4% on a constant currency basis compared to the same period in the prior year. Nordion's revenue increase was driven by favorable volume mix of 1.1% as well as a 2.3% pricing benefit, partially offset by unfavorable foreign currency exchange of 50 basis points. Nordion's segment income was $23 million for the quarter, while segment income margin decreased 145 basis points to 55.3% compared to Q2 2024 driven by the timing of supplier mix. Nordion's year-to-date margins versus 2024 are up over 200 basis points. In Nelson Labs, revenue for the quarter was $57 million, a decline of 3.3% compared to Q2 2024 as favorable contributions from core lab testing, pricing gains of 2.8% and a foreign exchange benefit of 110 basis points were offset by the anticipated volume impact of expert advisory services. Segment income increased 13.9% to $20 million, while segment income margins expanded by 514 basis points. Increases in Q2 segment income and segment income margin were driven by favorable volume and mix improvements benefits from optimization and favorable pricing. Turning to the balance sheet, cash generation and capital deployment. We delivered positive operating cash flow of approximately $57 million in the quarter and capital expenditures totaled approximately $31 million. Our liquidity position remains very strong. At the end of Q2, we had $918 million of available liquidity, which included $332 million of unrestricted cash and $586 million of available capacity on our revolving line of credit. Finally, we finished the quarter with a net leverage ratio of 3.5x, an improvement from net leverage of 3.7x at the end of 2024 and continued progress towards our long-term goal of 2 to 3x. As Michael mentioned previously, we are raising our 2025 constant currency revenue growth outlook versus 2024 to a range of 4.5% to 6% from our prior range of 4% to 6%. We also expect to drive healthy operating leverage and are increasing our constant currency adjusted EBITDA growth outlook to 6% to 7.5% from our prior range of 4.5% to 6.5%. Based on average second quarter 2025 FX rates, we now expect foreign currency impact to be neutral on full year revenue and adjusted EBITDA versus 2024 compared to our prior assumption of 1.25% and a 1.5% headwind respectively. Total company price for 2025 is still expected to be near the midpoint of our long-term stated range of 3% to 4%. For Sterigenics, we've raised our full year 2025 constant currency revenue growth outlook and now expect mid- to high single digits growth. For Nordion, we continue to expect full year 2025 constant currency revenue growth in the mid-single digits. Nearly 60% of full year revenue is expected to occur in the second half of the year, with Q4 2025 revenue expected to be down mid-teens versus Q4 2024, due to the timing of Cobalt-60 shipments. Also, revenue risk associated with Russian supplied Cobalt-60 has improved to less than 0.5% of total company 2025 revenue. For Nelson Labs, while core lab testing continues to improve, we now expect full year 2025 constant currency revenues to decline in the low single digits due to the impact from expert advisory services. We expect to return to growth in Q4 2025 and continue to expect strong margin improvement at Nelson Labs for 2025. Moving on to other guidance items. Based on the current forward rate, we continue to expect interest expense to be in the range of $155 million to $165 million. We are projecting an effective tax rate applicable to adjusted net income in the range of 31.5% to 33.5%. The favorable tax rate change reflects the recent U.S. tax law change that increased deductible interest expense up to 30% of EBITDA generated in the U.S. With the upward adjustments to our revenue and adjusted EBITDA ranges and the favorable change in the tax rate, we now expect adjusted EPS to be in the range of $0.75 to $0.82, an increase from the previous range of $0.70 to $0.76. We continue to expect a fully diluted share count in the range of 286 million to 287 million shares on a weighted average basis. We now expect 2025 capital expenditures to be in the range of $170 million to $180 million, down from our prior outlook of $190 million to $210 million. Approximately 1/4 of the reduction reflects cost savings, while the remainder is due to the timing of large projects. As outlined at Investor Day, we continue to anticipate CapEx of approximately $110 million in 2027, which supports our goal of delivering $500 million to $600 million of free cash flow over the period 2025 to 2027. We continue to expect year-end 2025 net leverage ratio to improve compared to 2024 as we work towards our long-term goal of 2x to 3x net leverage. Finally, as usual, our guidance does not assume any M&A activity. I'll now turn the call back over to Michael.

Thank you, Jon. We are proud of the strong quarter we delivered, which was highlighted by continued momentum and enabled us to raise our full year outlook. This performance underscores the resilience of our business and the strength of our teams. We are energized by what lies ahead and remain focused on executing with discipline to drive continued value for our stakeholders. At this point, operator, let's open the call up for questions and answers.

Our first question comes from Patrick Donnelly from Citi.

Michael, maybe one just on the overall results, particularly Sterigenics. Just given the strength there kind of have to ask, did you guys see any sort of pull-forward dynamic? Nice to see the full year move up, obviously, but just curious what you were hearing from customers or folks looking to stock up ahead of some of the tariff noise? And anything there to call out?

We are not observing any significant tariff pull-ins. There are minor instances, but nothing substantial. We have seen volume progress, as we mentioned earlier this year, and the team is executing well. We are optimistic about our current position with Sterigenics, and the outlook remains positive for the future.

Okay. Yes. Let me dive a little bit more into the recovery here. Can you just pull back? It sounds like both the MedTech side and bioprocessing were doing well for you in the quarter. Can you just maybe parse out the two, what you're seeing from both where we are in this recovery? It does sound like you guys are maybe a little more confident on the volume side. But maybe talk about both MedTech and BioProg volume versus price would be helpful just to talk through how you're seeing it and the expectations for the rest of the year?

Thanks, Patrick. As we mentioned in our prepared remarks, the volume and mix was up 6% in the quarter over last year. The price was up 4% in Sterigenics. We're seeing that across the board with our customers, no segment necessarily outperforming the other. Bioprocessing, again, it's a small portion of our business, but we saw significant growth there as we expected. We also had capacity put in place with one of our build-outs and we're seeing the fruits of that expansion in the ability to capture volume based on that performance. And then in addition to that, the MedTech volumes were pretty steady. We're seeing growth in multiple categories. As we talked about previously with you all, we're doing some segmentation of end markets that we're really focused on. And the team is seeing nice growth in those end markets that we focused on and are executing against. So overall, bioprocessing was up larger, but it's a smaller base, but MedTech had nice volume in the quarter, and we anticipate that going forward to be positive as well.

The next question comes from Brett Fishbin from KeyBanc.

I just want to start off with maybe a similar one from Q1. Just obviously, a highlight of the quarter was the step-up in Nelson Labs margins. I know you mentioned the benefit of positive mix with expert advisory declining more. But curious if you could just parse out some of the different drivers of the year-over-year improvement, like how much was related to the mix of services versus other factors?

Yes. Brett, this is Michael. I would say this is consistent with what we have been messaging for the last several quarters. We said that we would see expansion of margins within the Nelson Lab business. We felt that business probably ends up being low to mid-30s. We're approaching those areas. The key things that the team has done that we talked about previously with you all is the labor productivity and matching that up, and the team has done a really nice job of matching that with supply and demand. So we're getting some optimization there on the productivity side and some of the volumes. And then overall, a favorable mix, as you referenced, moving from expert advisory services into core lab testing. And I'd say the other thing is that business continues to perform on price at 3% price in the quarter. So overall, this is four quarters in a row of margin expansion, which is what we communicated as we expected, and the team is delivering against that.

And then shifting gears a little bit. During the quarter, there was an announced extension to the implementation timeframe for the updated EtO regs. It looks like the EPA is still reevaluating the updated NESHAP rule. So I was curious if you had any thoughts on this development whether this changes your planned investments in any way? And then just how you think about maybe competitive implications of that decision?

Yes. Thanks, Brett. On the NESHAP rule, we're well positioned. We're continuing to execute on that. We're going to continue to invest in that moving forward. This will give us an opportunity to get a little bit of price out of some vendors that we think we're being a little bit efficient on cost. But we're continuing to invest in that to finish this up. And for us, the extension just gives us an opportunity to facilitate optimal installation and validation of some of the emissions controls around the facilities. But we feel good about where we're sitting there, and we also feel good about the competitive environment long term.

And the next question comes from Luke Sergott from Barclays.

I want to discuss the improvement in margins related to Nelson. I understand you are reaching your targets, which are in the low to mid-30s for the year. I'm trying to figure out how much more potential there is in that business and where you believe you can take the margins, assuming volume returns to your targeted utilization.

Yes. Luke, I would say where we're at today is pretty consistent with what we projected, and that's what you should expect going forward here. We're in the like low 30s, right, low to mid-30s. That's what you're going to be expecting. I don't think you're going to see us approaching the 40s we saw during COVID as we explained in the past, that was some favorability we had from mix and some influx of large volumes that came in. But I think what you're seeing is this business should be able to deliver consistent with the margin rates we're at today. You should think about it that way going forward.

All right. And then follow-up here is, you had your peer that does the same thing. They're a little bit more gamma and X-ray focused. They had strong growth in the quarter. It's not like Sterigenics had a bad volume quarter either. I'm just wondering, they had a little bit of elevated growth. So are you seeing internally increased demand for gamma and X-ray and potential share gain there? Has there been a technology advancement where they can get that increased capacity for that sterilization technology?

Yes. Luke, obviously, you have to talk to them about their performance, but we're very proud of what Sterigenics has done here, 10.5% growth in the quarter, 6% volume and mix. We're seeing it across modalities. We don't have a huge X-ray base. We've got a new X-ray that we announced that we're coming up in the Southeast by the end of the year. The gamma side is a little weaker, but still nice progress there, and ethylene oxide continues to do real well, and e-beam does real well. So overall, really proud of what the Sterigenics team is doing, and it's consistent with what we told everybody we were going to do is increase volumes as the year progresses, and the team is executing against that. And we're even sitting here today in early August, we're optimistic about where we sit going forward.

And the next question comes from Jason Bednar from Piper Sandler.

I want to focus on Sterigenics. I have a couple of questions. First, is the growth you’re experiencing primarily from same-store sales, or can you clarify how much is driven by capacity expansion? Additionally, in relation to Patrick's earlier question, with many MedTech companies adjusting their sourcing and supply chains due to tariffs, are you observing any movement in your network as these companies adapt? Is this affecting Sterigenics in any way?

Yes. Thanks, Jason, it's Michael. We had healthy performance in same-store sales. We did, as I referenced, pick up incremental volumes in one of our expansions in Europe that we expected, but overall, same-store sales were healthy as well as this other expansion. On pull forward, MedTech, there are a lot of moving parts right now with these customers and exactly how they're trying to optimize their supply chain. We're having multiple discussions with them around the globe where they're going to ultimately settle, but we didn't see material numbers pick up because of that, as I referenced earlier. But overall, our goal is to work closely with our customers and help optimize opportunities for them. As I look forward, there are a couple of opportunities that are percolating that could be interesting as they look to optimize their supply chains. But right now, we're just looking forward to serving them as best as we can with the facilities we have in place.

Michael, just one quick follow-up. Do you think you're in a good spot? And I think you know the answer to this. But given those companies are trying to move supply chains, they're incentivized to move supply chains, do you feel like you're in the catbird seat just from a pricing position in terms of asking for even more price than you normally would?

I don't know. It's not about taking advantage of the situation. What I feel good about is our position in the marketplace and our capacity in the U.S. We have a significant presence there. If people want to come to the U.S., we feel well positioned to accommodate that. Additionally, we have been discussing investments in incremental capacity. We have decided to move forward with a program that will optimize opportunities in the U.S. that our customers have requested support for. The business case has been coming together well with the pricing they have committed to us and the construction costs we need to apply. Our Board did not make the decision earlier in the year to proceed with that. So we feel optimistic about that coming on board, although it won't be until late 2027. Again, we are attempting to be responsive to our customers broadly, Jason.

The next question comes from Casey Woodring from JPMorgan.

Just on Sterigenics, you did 6% volume and mix growth in Q2. You mentioned you're not really seeing pull forward. So is it fair to assume that same sort of volume and mix growth in the back half? And maybe just walk through the quarterly cadence there? And then I have one follow-up.

Casey, thanks for the question on that. We're really pleased with the performance in Sterigenics. I think if you look at how we've upped our guidance there, to mid- to high single-digit growth, that would imply that kind of range in the second half. We do have some uptick in maintenance-related downtime that will mute the growth a little bit, which is why you could see it being a little less robust in the second half than we saw in Q2, but we're still really pleased with the trajectory of the business and the growth we're putting up.

Got it. That's helpful. And then on Nelson, it looks like you took down expectations for the year just on the RCA business. You mentioned a return to growth in Q4 in Nelson. Just curious how we should think about that business maybe in 2026, the moving pieces there. You'll have an easier RCA comp. It sounds like core volumes are improving. Maybe just walk us through kind of the normalized growth rate of that business and what that would look like in '26 with the easy comps.

Yes. Thanks, Casey. We're not going to get into '26 in depth at this point. We're only in the second quarter of 2025. I would just tell you, we don't see long-term significant expansion of the RCA business. Again, that's more strategic for us and how it works across the company. We saw the benefits last year of some elevated FDA activity, which is not repeating this year. But overall, we're looking at bringing a full service to our customers that helps facilitate growth in both Sterigenics and Nelson. So when we get later in the year, we're able to give you some guidance on '26, we'll give you more details around that. But right now, we're pretty proud of the work this team has done on getting the margins in line and recovering the lab business. We got a couple of regulations that are coming into place, which the team is maximizing the opportunities around. So we're happy about that, and we've got to continue to focus on core lab volume going forward here. And that's what the second half is going to be around for that team.

And the next question comes from David Windley from Jefferies.

The first one is a follow-up to the very end of your answer to Jason's question on the project that you're approving and moving forward. I think I heard you say the $110 million in '27 CapEx target is still valid. I wondered if you could talk about the path to that, particularly in light of that comment about the project.

Yes. David, I'll make some of the comments and Jon could jump in. We are looking at that $110 million, which is a commitment we made last year. The big things that are going to help ramp that down is cobalt development and the GFE spend, the facility enhancement spend on the Sterigenics side. Those are moving on track to come down just like we said they would. Those are two big outliers that have had an impact here on our CapEx spend in the last couple of years. And then some growth investments in Sterigenics have come down. And then we have this one left that we've got forecasted out.

Yes. I think the nuance there, David, is that this one was always contemplated. And over the last couple of months or even quarters, we've reflected on it just to make sure we're confident in the returns that it would deliver, and we feel really good about that, as Michael mentioned. So we're moving forward. But it was always contemplated in the numbers that we were talking about.

Yes, good clarification. David, it was always included in those CapEx numbers we had before. We're just waiting until we feel confident about the economics of it.

Right. Okay. I wondered also on Nelson. I think in your description of the margin benefits in addition to the mix shift, there was also a mention of optimization. I guess what I'm wondering there is you're taking the revenue guidance down a little bit on the EAS business. I'm wondering if the second quarter was a level of kind of more of a step function of, hey, the revenue is what it is, let's rightsize the staffing levels even more so to current demand without any kind of growth anticipation and that helped to bump the margins up even more than we, on the outside, at least expected. Am I reading too much into that?

Yes, you're reading too much. There was no incremental actions in the quarter. This is just a runoff of the things that we talked about a couple of quarters ago. There was nothing incremental there, David.

Got it. Okay. So relatedly, if I could just squeeze one more in. So you had previously said that your margin expansion for the year was going to be Nelson driven. Is that still the case? Or do you see some benefits in the other two segments?

Go ahead, Jon, do you want to hit the margin one?

Yes. No, that's still our expectation, David. I mean we feel really good about the improvement and the work that the team at Nelson has done to get margins in a spot where we think is consistent with the long-term guide. As Michael mentioned, they've been at this for several quarters to get the labor and productivity right. And so we're pleased with that. We still are expecting Nordion and Sterigenics to have stable margins for the year on a year-over-year basis. But again, I feel really good about both those businesses' trajectory on. Super happy about the return to growth or the accelerated growth that we saw in Sterigenics, for sure.

The next question comes from Michael Polark from Wolfe Research.

I want to summarize everything. STERIS achieved a solid 10% growth rate, and it seems clear that things are going well for Sterigenics. Looking back over the last two to three years, we experienced a boom and subsequent bust in bioprocessing, along with inventory destocking and adjustments in medical device customer inventories. Michael, you're not attributing this to tariffs. So, is this simply a reflection of a two to three-year period of managing inventory levels post-COVID? We've navigated through those challenges because end markets continue to demand products, such as hospital usage and procedures, and there's ongoing consumption of medications. It feels like things are returning to normal. I need a bit more clarity on this category, and I'm curious if you could elaborate further.

Yes, Michael, I think some of your comments are right on. We've been talking the last couple of quarters that we are not hearing about destocking in a significant way, right? We've been telling you that. And again, we're not hearing that at all. I think you're starting to see volumes starting to match up a little closer with the volumes that you're seeing in the end markets. We saw it across multiple categories here. We talked about bioprocessing a minute ago, but we're seeing it across multiple categories. And as we said earlier in the year, we expected that to continue throughout the year, and we think that will still be the case. And our customers, we're in active dialogue with them and the volumes are coming through. So I imagine our competitors are seeing that same thing.

Understood. When we look at the Sterigenics guidance for the second half, the midpoint for growth is 6.5% for the full year. Using that, I expect approximately 6.5% revenue growth for Sterigenics in the second half, assuming price stability. With a price increase of 4%, that implies a volume growth of about 2% to 3% in the second half, and you mentioned a 6% volume and mix in the second quarter. Jon, you mentioned downtime, but that seems typical for business operations. Please correct me if I'm mistaken. What other factors are you anticipating in the second half that might account for this lower volume? Is it just a matter of being conservative?

Yes, Mike, I think we see it a bit differently than the 6.5%. I believe the business has the potential to perform better than that. However, we are experiencing some downtime, particularly in nonroutine areas. We are also working on facility enhancements that Michael mentioned, some of which are more scheduled for the latter half of the year. If you compare our year-to-date capital expenditures with our projected expenditures, you'll notice an increase in CapEx, indicating significant activity. We approach this with some caution, but we remain confident in our team's execution and are focused on fulfilling our commitments.

If I can sneak one more in and be greedy. The tax rate lowered this year, the midpoint of the new 2025 range, is that a good adjusted tax rate for 2026 and beyond?

Yes. No, I think there's going to be some moving pieces as we move forward. We're happy about the tax bill. I mean it's a little bit nuanced here that most of the tax bill changes are timing related for a lot of taxpayers. But because we have the valuation allowance against the interest deduction, the increased deduction for us allows us to improve the tax rate. So the midpoint is the right number for this year, some moving pieces going forward. But as we grow, we'd expect that tax rate to improve.

This concludes our question-and-answer session. I would like to turn the conference back over to Michael Petras for any closing remarks.

Great. Thank you, Jason. So we thank everybody for taking the time to join us this morning. Hopefully, you can see the optimism we have on our outlook for the rest of the year. Overall, the team is doing a great job in executing and taking care of our customers. And a couple of things I just want to connect the dots back to around proof points that we've talked about with you in the past here. We talked about Sterigenics volumes improving. We're seeing that come together. The team is executing on that. We talked about Nelson Labs margins improving. We've seen that over the last several quarters. Nordion has been a very steady performer. We help try to get some visibility around the lumpiness around that. And then our focus on free cash flow. And we're optimistic about where we sit and hit the long-range commitments that we've made to the investment community. And we thank you for your ongoing support. We hope you have a good day and a good weekend. Thank you. Bye-bye.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.