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United States securities and exchange commission logo
April 17, 2024
Michael Tokich
Senior Vice President and Chief Financial Officer
STERIS plc
70 Sir John Rogerson's Quay
Dublin 2, Ireland D02 R296
Re: STERIS plc
Form 10-K for the
Year Ended March 31, 2023
Dear Michael Tokich:
We have reviewed your April 9, 2024 response to our comment
letter and have the
following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this letter, we may have
additional comments. Unless
we note otherwise, any references to prior comments are to comments in
our March 22, 2024
letter.
Correspondence filed April 9, 2024
Results of Operations, page 31
1. We note your response
to comment 1 and reissue in part. Please expand your proposed
disclosure to also
clarify the extent to which intercompany net interest income impacted
the reported United
States and Other Locations pre-tax income amounts you disclose
in Note 8.
2. Please expand your
discussion of income tax expense variances to also clearly address any
material variances in
the effective tax rates within the jurisdictions that you operate. For
example, it is not
clear why the Other Locations effective tax rate appeared to change
from 28% in 2022 to 34%
in 2023.
Note 8, page 80
3. We note your response
to comment 3 and reissue in part. You state that the amount
reported in your
financial statements as pre-tax income attributable to Ireland is the sum
of pre-tax income
associated with entities domiciled in Ireland. The instruction to Article
Michael Tokich
STERIS plc
April 17, 2024
Page 2
4-08(h)(1) of Regulation S-X states that the amount of domestic and
foreign pre-tax
income should be measured based on the geographic location of the
operations that
generated the pre-tax income. Please clarify for us the extent to
which your reported
amount of 2023 Ireland pre-tax income includes any income that was
generated by
operations geographically located outside of Ireland. Also, please
clarify for us whether
your commercial operations located in Ireland effectively generated
zero pre-tax income
in 2023 given that the $16.3 million of earnings cited in your
response was completely
offset by the $16.3 million of pre-tax loss generated by your Irish
holding companies. If
the entire $62.3 million of your reported 2023 Ireland pre-tax income
is comprised of
intercompany financing income from loans to foreign entities then that
information should
be clearly disclosed in MD&A so that readers can fully understand your
reported domestic
and foreign pre-tax income amounts and assess any favorable or adverse
trends in the
operating results of your domestic and foreign operations.
4. Please disclose in the filing what your accounting policy is regarding
the measurement of
amounts presented as Ireland, United States, and Other Locations
pre-tax income (loss).
Please explain which intercompany items are eliminated and which are
not eliminated i.e.
intercompany revenues, expenses, equity investment items, etc.
Please contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738
if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
FirstName LastNameMichael Tokich
Division of
Corporation Finance
Comapany NameSTERIS plc
Office of
Industrial Applications and
April 17, 2024 Page 2 Services
FirstName LastName