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United States securities and exchange commission logo
March 22, 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 limited our review of your filing to the financial
statements and related
disclosures 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.
Form 10-K for the Year Ended March 31, 2023
Results of Operations, page 31
1. Based on the
disclosures in financial statement Notes 8 and 11, it appears that your
operations in Ireland
comprised 40% of your 2023 consolidated pre-tax income even
though the revenue from
these operations comprised less than 2% of consolidated
revenue. Consequently,
it appears that an expanded disclosure about your operations in
Ireland is necessary to
an understanding of your operating results. Please disclose why the
operations in Ireland
appear to comprise a disproportionate share of your consolidated
pre-tax income.
Identify the specific economic, geographic, and business factors that have
enabled your operations
in Ireland to generate levels of pre-tax income that exceeded
83%, 107%, and 101% of
corresponding Irish revenues in 2023, 2022 and 2021
respectively. Explain
how these profit margins are possible given that less than 4% of
your reported property,
plant and equipment is in Ireland. Explain why your Irish pre-tax
income has increased
from 4% of your consolidated pre-tax income in 2019 to 40% in
2023. Explain how your
allocation of interest expense impacts an understanding of the
reported pre-tax income
amounts for your operations in Ireland. Please address any
material unusual or
nonrecurring items that have had, or are expected to have, an impact
Michael Tokich
STERIS plc
March 22, 2024
Page 2
on the profitability of your Irish operations. The disclosure should
enable readers to
accurately assess the correlation between your reported Irish revenues
and pre-tax income
amounts. See Item 303 of Regulation S-K.
Business Segment Results of Operations, page 34
2. Please disclose the extent to which segment revenue variances were
attributable to
changes in prices or to changes in volume. In this regard, the
existing disclosures attribute
the variances to "increases in volume and pricing" so it is not clear
whether the price and
volume changes had equal or disproportionate impacts. See the related
guidance in Item
303(b)(2)(iii) of Regulation S-K.
Note 8, page 80
3. Please provide us with a quantified analysis that explains how you
calculated the reported
$62,664 Ireland operations 2023 pre-tax income amount. Please explain
whether there are
any material differences in how this amount was derived versus how the
$74,463 Irish
revenue amount on page 94 was derived. Please quantify the impact of
such differences.
Tell us whether the reported amounts for 2022 and 2021 were determined
in the same
manner. We may have further comment.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Nudrat Salik at 202-551-3692 or Al Pavot at 202-551-3738
with any
questions.
Sincerely,
FirstName LastNameMichael Tokich
Division of
Corporation Finance
Comapany NameSTERIS plc
Office of
Industrial Applications and
March 22, 2024 Page 2 Services
FirstName LastName