STERIS plc 10-Q for FY2021 Q3

STERIS plc (STE)

10-Q 2021-02-09 For: 2020-12-31

Added on April 04, 2026

About this 10-Q

STERIS plc filed this 10-Q on February 9, 2021, covering the quarter ended December 31, 2020 (FY2021 Q3).

Headline figures

Quarter ended December 31, 2020, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $808.92M; up 4.5% from $774.26M a year earlier
Net income: $114.5M; up 9.1% from net income of $104.93M a year earlier
Diluted EPS: $1.33; up 8.1% from $1.23 a year earlier

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Title of each class	Trading symbol(s)	Name of Exchange on Which Registered
Ordinary Shares, $0.001 par value	STE	New York Stock Exchange


		Page
Part I—Financial Information
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46
Item 4.	Controls and Procedures	47

Part II—Other Information
Item 1.	Legal Proceedings	48
Item 1A.	Risk Factors	48
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 6.	Exhibits	51
	Signature	52


	December 31, 2020		March 31, 2020
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	252,502	$	319,581
Accounts receivable (net of allowances of $11,605 and $12,051 respectively)	556,117		586,481
Inventories, net	294,132		248,259
Prepaid expenses and other current assets	73,324		54,430
Total current assets	1,176,075		1,208,751
Property, plant, and equipment, net	1,226,895		1,111,855
Lease right-of-use assets, net	149,741		131,837
Goodwill	2,926,551		2,356,085
Intangibles, net	1,043,904		565,473
Other assets	57,614		51,581
Total assets	$	6,580,780	$	5,425,582
Liabilities and equity
Current liabilities:
Accounts payable	$	134,471	$	149,341
Accrued income taxes	13,068		14,013
Accrued payroll and other related liabilities	152,331		128,261
Lease obligations due within one year	21,364		19,809
Accrued expenses and other	184,633		192,183
Total current liabilities	505,867		503,607
Long-term indebtedness	1,713,199		1,150,521
Deferred income taxes, net	264,041		160,270
Long-term lease obligations	130,217		114,114
Other liabilities	89,264		90,346
Total liabilities	$	2,702,588	$	2,018,858
Commitments and contingencies (see Note 8)
Ordinary shares, with $0.001 par value; 500,000 shares authorized; 85,337 and 84,924 ordinary shares issued and outstanding, respectively	1,996,843		1,982,164
Retained earnings	1,872,533		1,647,175
Accumulated other comprehensive loss	(2,386)		(235,463)
Total shareholders’ equity	3,866,990		3,393,876
Noncontrolling interests	11,202		12,848
Total equity	3,878,192		3,406,724
Total liabilities and equity	$	6,580,780	$	5,425,582


	Three Months Ended December 31,				Nine Months Ended December 31,
	2020		2019		2020		2019
Revenues:
Product	$	375,314	$	363,795	$	1,015,926	$	1,009,196
Service	433,610		410,466		1,218,062		1,198,708
Total revenues	808,924		774,261		2,233,988		2,207,904
Cost of revenues:
Product	202,881		195,105		535,234		539,664
Service	260,182		247,803		737,288		712,377
Total cost of revenues	463,063		442,908		1,272,522		1,252,041
Gross profit	345,861		331,353		961,466		955,863
Operating expenses:
Selling, general, and administrative	182,373		172,927		510,250		527,667
Research and development	16,438		16,487		48,812		48,321
Restructuring expenses	20		(448)		110		667
Total operating expenses	198,831		188,966		559,172		576,655
Income from operations	147,030		142,387		402,294		379,208
Non-operating expenses, net:
Interest expense	8,899		9,813		27,056		30,702
Interest (income) and miscellaneous expense	(1,299)		(1,378)		(4,776)		(2,163)
Total non-operating expenses, net	7,600		8,435		22,280		28,539
Income before income tax expense	139,430		133,952		380,014		350,669
Income tax expense	24,842		29,285		71,294		66,083
Net income	114,588		104,667		308,720		284,586
Less: Net income (loss) attributable to noncontrolling interests	87		(263)		171		297
Net income attributable to shareholders	$	114,501	$	104,930	$	308,549	$	284,289

Net income per share attributed to shareholders
Basic	$	1.34	$	1.24	$	3.62	$	3.35
Diluted	$	1.33	$	1.23	$	3.59	$	3.32
Cash dividends declared per share ordinary outstanding	$	0.40	$	0.37	$	1.17	$	1.08


	Three Months Ended December 31,				Nine Months Ended December 31,
	2020		2019		2020		2019
Net income	$	114,588	$	104,667	$	308,720	$	284,586
Less: Net income (loss) attributable to noncontrolling interests	87		(263)		171		297
Net income attributable to shareholders	114,501		104,930		308,549		284,289

Other comprehensive income (loss)
Amortization of pension and postretirement benefit plan costs, (net of taxes of $173, $171, $520 and $512, respectively)	(510)		(504)		(1,530)		(1,515)
Change in cumulative currency translation adjustment	128,737		77,299		234,607		12,371
Total other comprehensive income	128,227		76,795		233,077		10,856
Comprehensive income	$	242,728	$	181,725	$	541,626	$	295,145


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


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to _______


	Three Months Ended December 31, 2020
	Ordinary Shares			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Equity
	Number	Amount
Balance at September 30, 2020	85,251	$	1,990,880	$	1,786,878	$	(130,613)	$	15,310	$	3,662,455
Comprehensive income:
Net income	—	—		114,501		—		87		114,588
Other comprehensive income	—	—		—		128,227		—		128,227
Repurchases of ordinary shares	(9)	(5,417)		5,290		—		—		(127)
Equity compensation programs and other	95	11,380		—		—		—		11,380
Cash dividends – $0.40 per ordinary share	—	—		(34,136)		—		—		(34,136)
Distributions to noncontrolling interest	—	—		—		—		(627)		(627)
Payment for acquisition of subsidary's interests in noncontrolling interest	—	—		—		—		(3,552)		(3,552)
Other changes in noncontrolling interest	—	—		—		—		(16)		(16)
Balance at December 31, 2020	85,337	$	1,996,843	$	1,872,533	$	(2,386)	$	11,202	$	3,878,192


	Nine Months Ended December 31, 2020
	Ordinary Shares			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Equity
	Number	Amount
Balance at March 31, 2020	84,924	$	1,982,164	$	1,647,175	$	(235,463)	$	12,848	$	3,406,724
Comprehensive income:
Net income	—	—		308,549		—		171		308,720
Other comprehensive income	—	—		—		233,077		—		233,077
Repurchases of ordinary shares	(121)	(31,065)		16,505		—		—		(14,560)
Equity compensation programs and other	534	45,744		—		—		—		45,744
Cash dividends – $1.17 per ordinary share	—	—		(99,696)		—		—		(99,696)
Contributions from noncontrolling interest	—	—		—		—		2,258		2,258
Distributions to noncontrolling interest	—	—		—		—		(627)		(627)
Payment for acquisition of subsidary's interests in noncontrolling interest	—	—		—		—		(3,552)		(3,552)
Other changes in noncontrolling interest	—	—		—		—		104		104
Balance at December 31, 2020	85,337	$	1,996,843	$	1,872,533	$	(2,386)	$	11,202	$	3,878,192


	Three Months Ended December 31, 2019
	Ordinary Shares			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Equity
	Number	Amount
Balance at September 30, 2019	84,797	$	1,981,660	$	1,472,725	$	(225,717)	$	8,977	$	3,237,645
Comprehensive income:
Net income	—	—		104,930		—		(263)		104,667
Other comprehensive income	—	—		—		76,795		—		76,795
Repurchases of ordinary shares	(25)	(669)		(1,785)		—		—		(2,454)
Equity compensation programs and other	19	6,116		—		—		—		6,116
Cash dividends $0.37 per ordinary share	—	—		(31,375)		—		—		(31,375)
Distributions to noncontrolling interest	—	—		—		—		(840)		(840)
Contributions from noncontrolling interest	—	—		—		—		6,050		6,050
Other changes in noncontrolling interest	—	—		—		—		(538)		(538)
Balance at December 31, 2019	84,791	$	1,987,107	$	1,544,495	$	(148,922)	$	13,386	$	3,396,066


	Nine Months Ended December 31, 2019
	Ordinary Shares			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Non-controlling Interest		Total Equity
	Number	Amount
Balance at March 31, 2019	84,517	$	1,998,564	$	1,339,024	$	(159,778)	$	7,988	$	3,185,798
Comprehensive income:
Net income	—	—		284,289		—		297		284,586
Other comprehensive income	—	—		—		10,856		—		10,856
Repurchases of ordinary shares	(304)	(53,099)		12,777		—		—		(40,322)
Equity compensation programs and other	578	41,642		—		—		—		41,642
Cash dividends – $1.08 per ordinary share	—	—		(91,595)		—		—		(91,595)
Distributions to noncontrolling interest	—	—		—		—		(840)		(840)
Contributions from noncontrolling interest	—	—		—		—		6,050		6,050
Other changes in noncontrolling interest	—	—		—		—		(109)		(109)
Balance at December 31, 2019	84,791	$	1,987,107	$	1,544,495	$	(148,922)	$	13,386	$	3,396,066


(dollars in thousands)	Key Surgical (1)
Cash	$	12,615
Accounts receivable	13,967
Inventory	22,167
Property, plant and equipment	6,032
Other assets	6,680
Intangible assets (2)	491,009
Goodwill	423,239
Total Assets	$	975,709
Current liabilities	(17,683)
Non-current liabilities	(95,694)
Total Liabilities	(113,377)
Net Assets	$	862,332


	December 31, 2020		March 31, 2020
Raw materials	$	102,212	$	94,321
Work in process	42,109		35,643
Finished goods	185,762		151,381
LIFO reserve	(18,753)		(16,937)
Reserve for excess and obsolete inventory	(17,198)		(16,149)
Inventories, net	$	294,132	$	248,259


	December 31, 2020		March 31, 2020
Land and land improvements (1)	$	69,591	$	65,994
Buildings and leasehold improvements	567,113		531,267
Machinery and equipment	753,851		682,488
Information systems	186,421		181,112
Radioisotope	567,353		508,593
Construction in progress (1)	211,183		159,731
Total property, plant, and equipment	2,355,512		2,129,185
Less: accumulated depreciation and depletion	(1,128,617)		(1,017,330)
Property, plant, and equipment, net	$	1,226,895	$	1,111,855


	December 31, 2020		March 31, 2020
Credit Agreement	$	304,618	$	275,449
Term Loan	550,000		—
Private Placement	864,425		878,409
Deferred financing costs	(5,844)		(3,337)
Total long term debt	$	1,713,199	$	1,150,521


	December 31, 2020		March 31, 2020
Accrued payroll and other related liabilities:
Compensation and related items	$	67,883	$	42,205
Accrued vacation/paid time off	14,663		9,917
Accrued bonuses	51,100		53,041
Accrued employee commissions	14,591		19,298

Other postretirement benefit obligations-current portion	1,488		1,488
Other employee benefit plans obligations-current portion	2,606		2,312
Total accrued payroll and other related liabilities	$	152,331	$	128,261
Accrued expenses and other:
Deferred revenues	$	44,308	$	53,299
Service liabilities	38,948		47,505
Self-insured risk reserves-current portion	9,711		7,342
Accrued dealer commissions	25,174		15,827
Accrued warranty	6,796		7,381
Asset retirement obligation-current portion	1,202		2,671
Other	58,494		58,158
Total accrued expenses and other	$	184,633	$	192,183
Other liabilities:
Self-insured risk reserves-long-term portion	$	17,452	$	17,452
Other postretirement benefit obligations-long-term portion	8,587		9,880
Defined benefit pension plans obligations-long-term portion	10,152		10,987
Other employee benefit plans obligations-long-term portion	2,341		2,333
Accrued long-term income taxes	10,841		11,959
Asset retirement obligation-long-term portion	12,379		9,843
Other	27,512		27,892
Total other liabilities	$	89,264	$	90,346


	Three Months Ended December 31,				Nine Months Ended December 31,
	2020		2019		2020		2019
Revenues:
Healthcare	$	521,662	$	509,222	$	1,392,247	$	1,440,237
Applied Sterilization Technologies	176,462		156,266		498,371		463,459
Life Sciences	110,800		108,773		343,370		304,208
Total revenues	$	808,924	$	774,261	$	2,233,988	$	2,207,904
Operating income (loss):
Healthcare	$	115,412	$	105,227	$	302,565	$	298,777
Applied Sterilization Technologies	81,626		65,468		222,416		198,889
Life Sciences	41,541		37,731		136,435		103,085
Corporate	(47,941)		(45,260)		(158,463)		(151,613)
Total operating income before adjustments	$	190,638	$	163,166	$	502,953	$	449,138
Less: Adjustments
Amortization of acquired intangible assets (1)	$	23,194	$	17,508	$	62,649	$	53,407
Acquisition and integration related charges (2)	11,563		1,721		13,984		5,585
Redomiciliation and tax restructuring costs (3)	296		487		850		3,274
(Gain) on fair value adjustment of acquisition related contingent consideration	(500)		—		(500)		—
Net loss on divestiture of businesses (1)	—		76		5		2,553
Amortization of inventory and property "step up" to fair value (1)	1,784		602		3,101		1,783
COVID-19 incremental costs (4)	7,251		—		20,460		—
Restructuring charges (5)	20		385		110		3,328
Total operating income	$	147,030	$	142,387	$	402,294	$	379,208


	Three Months Ended December 31,				Nine Months Ended December 31,
	2020		2019		2020		2019
Healthcare:
Capital equipment	$	147,855	$	155,408	$	407,610	428,894
Consumables	148,839		130,255		355,390		362,370
Service	224,968		223,559		629,247		648,973
Total Healthcare Revenues	$	521,662	$	509,222	$	1,392,247	$	1,440,237
Applied Sterilization Technologies Service Revenues	$	176,462	$	156,266	$	498,371	$	463,459
Life Sciences:
Capital equipment	$	28,993	$	31,762	$	88,664	$	84,993
Consumables	49,627		46,370		164,262		132,939
Service	32,180		30,641		90,444		86,276
Total Life Sciences Revenues	$	110,800	$	108,773	$	343,370	$	304,208
Total Revenues	$	808,924	$	774,261	$	2,233,988	$	2,207,904


	December 31, 2020		March 31, 2020
Assets:
Healthcare and Life Sciences	$	3,595,753	$	2,705,377
Applied Sterilization Technologies	2,985,027		2,720,205
Total assets	$	6,580,780	$	5,425,582


	Three Months Ended December 31,		Nine Months Ended December 31,
Denominator (shares in thousands):	2020	2019	2020	2019
Weighted average shares outstanding—basic	85,330	84,788	85,153	84,740
Dilutive effect of share equivalents	702	840	698	890
Weighted average shares outstanding and share equivalents—diluted	86,032	85,628	85,851	85,630


	Three Months Ended December 31,		Nine Months Ended December 31,
(shares in thousands)	2020	2019	2020	2019
Number of share options	278	347	370	270


	Fiscal 2021		Fiscal 2020
Risk-free interest rate	0.46	%	2.26	%
Expected life of options	6.0 years		6.2 years
Expected dividend yield of stock	0.96	%	1.22	%
Expected volatility of stock	23.04	%	20.27	%


	Number of Options	Weighted Average Exercise Price Per Share		Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at March 31, 2020	1,796,126	$	91.29
Granted	288,936	181.33
Exercised	(385,090)	68.75
Forfeited	(47,955)	121.18

Outstanding at December 31, 2020	1,652,017	$	111.43	6.9 years	$	129,044
Exercisable at December 31, 2020	897,953	$	83.41	5.6 years	$	95,303


	Number of Restricted Shares	Number of Restricted Share Units	Weighted-Average Grant Date Fair Value
Non-vested at March 31, 2020	575,830	30,894	$	98.07
Granted	139,229	14,208	164.58
Vested	(158,250)	(16,238)	84.61
Forfeited	(23,997)	(228)	103.36
Non-vested at December 31, 2020	532,812	28,636	$	120.26


	Warranties
Balance, March 31, 2020	$	7,381
Warranties issued during the period	7,411
Settlements made during the period	(7,996)
Balance, December 31, 2020	$	6,796


	Asset Derivatives				Liability Derivatives
	Fair Value at		Fair Value at		Fair Value at		Fair Value at
Balance sheet location	December 31, 2020		March 31, 2020		December 31, 2020		March 31, 2020
Prepaid & Other	$	1,377	$	124	$	—	$	—
Accrued expenses and other	$	—	$	—	$	659	$	912


	Location of gain (loss) recognized in income	Amount of gain (loss) recognized in income
		Three Months Ended December 31,				Nine Months Ended December 31,
		2020		2019		2020		2019
Foreign currency forward contracts	Selling, general and administrative	$	741	$	79	$	661	$	784
Commodity swap contracts	Cost of revenues	$	153	$	(398)	$	904	$	271


					Fair Value Measurements
	Carrying Value				Quoted Prices in Active Markets for Identical Assets				Significant Other Observable Inputs				Significant Unobservable Inputs
					Level 1				Level 2				Level 3
	December 31,		March 31,		December 31,		March 31,		December 31,		March 31,		December 31,		March 31,
Assets:
Cash and cash equivalents	$	252,502	$	319,581	$	252,502	$	319,581	$	—	$	—	$	—	$	—
Forward and swap contracts (1)	1,377		124		—		—		1,377		124		—		—
Equity investments(2)	10,484		9,624		10,484		9,624		—		—		—		—
Other investments	2,785		2,507		2,785		2,507		—		—		—		—

Liabilities:
Forward and swap contracts (1)	$	659	$	912	$	—	$	—	$	659	$	912	$	—	$	—
Deferred compensation plans (2)	1,822		1,475		1,822		1,475		—		—		—		—
Long term debt (3)	1,713,199		1,150,521		—		—		1,781,304		1,143,978		—		—
Contingent consideration obligations (4)	17,931		15,988		—		—		—		—		17,931		15,988


	Contingent Consideration
Balance at March 31, 2020	$	15,988
Additions	334
Assumed in acquisition of Key Surgical	2,940
Payments	(917)
Reversal	(500)
Currency translation adjustments	86
Balance at December 31, 2020	$	17,931


	Defined Benefit Plans (1)				Currency Translation (2)				Total Accumulated Other Comprehensive Income (Loss)
	Three Months		Nine Months		Three Months		Nine Months		Three Months		Nine Months
Beginning Balance	$	(7,833)	$	(6,813)	$	(122,780)	$	(228,650)	$	(130,613)	$	(235,463)
Other Comprehensive Income before reclassifications	323		972		128,737		234,607		129,060		235,579
Amounts reclassified from Accumulated Other Comprehensive (Loss)	(833)		(2,502)		—		—		(833)		(2,502)
Net current-period Other Comprehensive (Loss) Income	(510)		(1,530)		128,737		234,607		128,227		233,077
Balance at December 31, 2020	$	(8,343)	$	(8,343)	$	5,957	$	5,957	$	(2,386)	$	(2,386)


	Three Months Ended December 31,						Change		Percent Change
(dollars in thousands)	2020			2019
Gross profit:
Product	$	172,433		$	168,690		$	3,743	2.2	%
Service	173,428			162,663			10,765		6.6	%
Total gross profit	$	345,861		$	331,353		$	14,508	4.4	%
Gross profit percentage:
Product	45.9		%	46.4		%
Service	40.0		%	39.6		%
Total gross profit percentage	42.8		%	42.8		%


Risk or uncertainty			Discussion
Acquisition of Cantel Medical Corp.
Failure to complete the acquisition or delays in completion could negatively impact the price of our shares as well as our future business and financial results.			The definitive agreement to acquire Cantel (the “Merger Agreement”) contains a number of conditions that must be satisfied or waived prior to the completion of the acquisition, including, without limitation, regulatory approvals and the approval of the acquisition by Cantel’s stockholders. There can be no assurance that all of the conditions to the acquisition will be so satisfied or waived. If the conditions to the acquisition are not satisfied or waived, we will be unable to complete the acquisition and the Merger Agreement may be terminated. Furthermore, the delay in the fulfillment of such conditions could result in unanticipated expenditures of funds and other resources and/or reduce the benefits of the acquisition of Cantel, even if ultimately consummated.
			If the acquisition is delayed or not completed for any reason, we may experience a variety of adverse impacts. These include, without limitation, potential negative impacts to the market price of our shares and potential negative reactions from Customers, employees, vendors, business partners and other third parties. Further, we will have expended time and resources that could otherwise have been spent on our existing business and the pursuit of other opportunities that could have been beneficial to us, and our ongoing business and financial results may be adversely affected.
We will be subject to business uncertainties while the acquisition is pending, which could adversely affect our business.			Uncertainty about the effect of the acquisition on employees and Customers may have an adverse effect on our business. These uncertainties may impair our ability to attract, retain and motivate key personnel until the acquisition is completed and for a period of time thereafter, and could cause Customers and others that deal with us or Cantel to seek to change those existing business relationships. In addition, the Merger Agreement restricts us from entering into certain corporate transactions and taking other specified actions without the consent of the other party. These restrictions may prevent us from pursuing attractive business opportunities that may arise prior to the completion of the acquisition.



We will incur significant transaction and merger-related costs in connection with the acquisition, which may be in excess of those anticipated.			We have incurred substantial expenses in connection with the negotiation and effectuation of the transactions contemplated by the Merger Agreement and we expect to continue to incur a number of associated non-recurring costs. These costs have been, and will continue to be, significant. Non-recurring costs for the time period prior to the completion of the acquisition will include, among others, fees paid to financial, legal and accounting advisors and filing fees. We will also incur costs related to formulating and implementing integration plans.
			We will continue to assess the magnitude of these costs. Additional unanticipated costs may be incurred. Although we expect that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the two companies’ businesses, will allow us to offset our costs over time, this net benefit may not be achieved or may not be achieved to the level expected.
			The costs described above could have a material adverse effect on our financial condition and operating results. Many of these costs will be borne by us even if the acquisition is not completed.
We expect to incur a substantial amount of debt to complete the acquisition. Increased debt may limit our financial flexibility.			We expect to incur additional long-term debt (which may include debt incurred under term loan and/or “bridge” facilities and/or debt securities) for purposes of funding the payment of the cash portion of the acquisition consideration, the satisfaction of certain Cantel debt obligations, including those that may be accelerated or subject to put or conversion rights in connection with the acquisition, and the payment of certain related fees and expenses. The success of such efforts will depend on, among other things, our and Cantel’s financial position and performance, results of reviews by bond rating agencies, if any, as well as prevailing market conditions and other factors beyond our control. There can be no assurance that we will be able to execute such financing transactions on favorable terms or at all.
			Our increased indebtedness could have important consequences to investors, including: increasing our vulnerability to 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 and limit our ability to pay dividends or repurchase our stock; requiring the use of a substantial portion of our cash flow from operations for the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures, dividends, stock repurchases and general corporate requirements; limiting our flexibility in planning for, or reacting to, changes in our business and industry; and putting us at a disadvantage compared to our competitors with less indebtedness.


	(a) Total Number of Shares Purchased	(b) Average Price Paid Per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans	(d) Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans at Period End (in thousands)
October 1-31	—	$	—	—	$	333,932
November 1-30	—	—		—	333,932
December 1-31	—	$	—	—	$	333,932
Total	—	—		—	333,932


Exhibit Number			Exhibit Description

2.1			Purchase Agreement, dated October 2, 2020, by and among KS Holdings LLC, Key Surgical Shareholders LLC, Key Surgical Management LLC, WSHP KS Investment LLC, Key Surgical LLC, STERIS Corporation, STERIS plc and Brian O’Connell and Scot Milchman (filed as Exhibit 2.1 to Form 8-K filed October 6, 2020 (Commission File No.001-38848) and incorporated herein by reference).
2.2			Agreement and Plan of Merger, dated January 12, 2021, by and among STERIS plc, Solar New US Holding Co, LLC, Crystal Merger Sub 1, LLC and Cantel Medical Co rp. (filed as Exhibit 2.1 to STERIS plc Form 8-K filed January 12, 2021 (Commission File No. 001-38848), and incorporated herein by reference).
3.1			STERIS plc Amended Memorandum and Articles of Association (filed as Exhibit 3.1 to STERIS plc Form 10-K for the fiscal year ended March 31, 2019 (Commission File No. 001-38848), and incorporated herein by reference.
10.1			Term Loan Agreement dated as of November 18, 2020 by and among STERIS plc, STERIS Corporation, Synergy Health Limited and STERIS Limited, each as a borrower and guarantor, and certain material subsidiaries of STERIS plc as guarantors, various financial institutions as lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (filed as Exhibit to STERIS plc Form 8-K filed November 18, 2020 (Commission File No. 001-38848), and incorporated herein by reference).
10.2			Guarantor Joinder Agreement dated December 18, 2020 among KS Apollo Holdings Inc., KS Apollo LLC, and Key Surgical LLC, pursuant to Credit Agreement in favor of JPMorgan Chase Bank, N.A., as Administrative Agent.
10.3			Guarantor Joinder Agreement dated December 18, 2020 among KS Apollo Holdings Inc., KS Apollo LLC, and Key Surgical LLC pursuant to Term Loan Agreement in favor of JPMorgan Chase Bank, N.A., as Administrative Agent.
10.4			Guarantor Supplement dated December 17, 2020 by KS Apollo Holdings Inc., KS Apollo LLC and Key Surgical LLC of Affiliate Guaranty dated March 5, 2019 of STERIS Corporation December 4, 2012 Note Purchase Agreements, as amended and restated, and Notes issues pursuant thereto.
10.5			Guarantor Supplement dated December 17, 2020 by KS Apollo Holdings Inc., KS Apollo LLC and Key Surgical LLC of Affiliate Guaranty dated March 5, 2019 of STERIS Corporation May 15, 2015 Note Purchase Agreements, as amended and restated, and Notes issues pursuant thereto.
10.6			Guarantor Supplement dated December 17, 2020 by KS Apollo Holdings Inc., KS Apollo LLC and Key Surgical LLC of Affiliate Guaranty dated March 5, 2019 of STERIS Limited January 23, 2017 Note Purchase Agreements, as amended and restated, and Notes issues pursuant thereto.
10.7			Voting Agreement, dated January 12, 2021, by and among STERIS plc, Solar New US Holding Co, LLC, Crystal Merger Sub 1, LLC, Charles M. Diker, Mark N. Diker and Diker Management LLC, (filed as Exhibit 10.1 to STERIS plc Form 8-K filed January 12, 2021 (Commission File No. 001-38848), and incorporated herein by reference).

15.1			Letter Re: Unaudited Interim Financial Information.

31.1			Certification of the Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).

31.2			Certification of the Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a)/15d-14(a).

32.1			Certification of the Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.SCH			Inline Schema Document.

101.CAL			Inline Calculation Linkbase Document.

101.DEF			Inline Definition Linkbase Document.

101.LAB			Inline Labels Linkbase Document.

101.PRE			Inline Presentation Linkbase Document.

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


STERIS plc

/s/ KAREN L. BURTON
Karen L. Burton
Vice President, Controller and Chief Accounting Officer
February 9, 2021



KS Apollo Holdings Inc.

			/s/ Michael J. Tokich
			Name: Michael J. Tokich
			Title: President

KS Apollo LLC

			/s/ Michael J. Tokich
			Name: Michael J. Tokich
			Title: President

Key Surgical LLC

			/s/ Michael J. Tokich
			Name: Michael J. Tokich
			Title: President


By:
			/s/ Stacey Zoland
			Name: Stacey Zoland
			Title: Executive Director


By:	/s/ Michael J. Tokich
	Name:	Michael J. Tokich
	Title:	Director