|
|
|
|
Delaware
|
|
36-3640402
|
(State or other jurisdiction of incorporation or organization)
|
|
(IRS Employer Identification Number)
|
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
Page No.
|
|
|
|
|
|
|
Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013
|
|
|
|
Condensed Consolidated Statements of Income for the three and six months ended June 30, 2014 and 2013
|
|
|
|
Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2014 and 2013
|
|
|
|
Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 2014 and 2013
|
|
|
|
Condensed Consolidated Statements of Changes in Equity for the
six months ended June 30, 2014 and year ended December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands, except share and per share data
|
|||||||
|
June 30,
2014 |
|
December 31,
2013 |
||||
ASSETS
|
|
|
|
||||
Current Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
25,326
|
|
|
$
|
67,167
|
|
Short-term investments
|
488
|
|
|
413
|
|
||
Accounts receivable, less allowance for doubtful accounts of $18,646 in 2014 and $19,134 in 2013
|
451,995
|
|
|
388,996
|
|
||
Deferred income taxes
|
15,727
|
|
|
18,031
|
|
||
Prepaid expenses
|
33,288
|
|
|
28,379
|
|
||
Other current assets
|
40,051
|
|
|
37,279
|
|
||
Total Current Assets
|
566,875
|
|
|
540,265
|
|
||
Property, plant and equipment, net
|
480,419
|
|
|
358,967
|
|
||
Goodwill
|
2,421,348
|
|
|
2,231,582
|
|
||
Intangible assets, less accumulated amortization of $104,332 in 2014 and $88,098 in 2013
|
926,538
|
|
|
720,035
|
|
||
Other assets
|
42,101
|
|
|
37,124
|
|
||
Total Assets
|
$
|
4,437,281
|
|
|
$
|
3,887,973
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
151,289
|
|
|
$
|
150,380
|
|
Accounts payable
|
125,392
|
|
|
89,146
|
|
||
Accrued liabilities
|
121,475
|
|
|
107,445
|
|
||
Deferred revenues
|
22,394
|
|
|
18,826
|
|
||
Other current liabilities
|
68,289
|
|
|
50,387
|
|
||
Total Current Liabilities
|
488,839
|
|
|
416,184
|
|
||
Long-term debt, net of current portion
|
1,563,913
|
|
|
1,280,663
|
|
||
Deferred income taxes
|
462,180
|
|
|
396,119
|
|
||
Other liabilities
|
70,006
|
|
|
27,469
|
|
||
Equity:
|
|
|
|
||||
Common stock (par value $.01 per share, 120,000,000 shares authorized, 84,753,696 issued and outstanding in 2014 and 85,500,037 issued and outstanding in 2013)
|
848
|
|
|
855
|
|
||
Additional paid-in capital
|
237,053
|
|
|
195,110
|
|
||
Accumulated other comprehensive loss
|
(45,554
|
)
|
|
(56,468
|
)
|
||
Retained earnings
|
1,634,875
|
|
|
1,610,964
|
|
||
Total Stericycle, Inc.’s Equity
|
1,827,222
|
|
|
1,750,461
|
|
||
Noncontrolling interest
|
25,121
|
|
|
17,077
|
|
||
Total Equity
|
1,852,343
|
|
|
1,767,538
|
|
||
Total Liabilities and Equity
|
$
|
4,437,281
|
|
|
$
|
3,887,973
|
|
In thousands, except share and per share data
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenues
|
$
|
640,822
|
|
|
$
|
526,525
|
|
|
$
|
1,210,777
|
|
|
$
|
1,040,329
|
|
Costs and Expenses:
|
|
|
|
|
|
|
|
||||||||
Cost of revenues (exclusive of depreciation shown below)
|
350,416
|
|
|
276,385
|
|
|
652,176
|
|
|
546,058
|
|
||||
Depreciation - cost of revenues
|
15,102
|
|
|
12,288
|
|
|
27,828
|
|
|
24,325
|
|
||||
Selling, general and administrative expenses (exclusive of depreciation and amortization shown below)
|
117,547
|
|
|
94,845
|
|
|
229,727
|
|
|
185,891
|
|
||||
Depreciation – selling, general and administrative expenses
|
3,977
|
|
|
2,954
|
|
|
7,292
|
|
|
5,763
|
|
||||
Amortization
|
8,402
|
|
|
6,533
|
|
|
15,717
|
|
|
13,175
|
|
||||
Total Costs and Expenses
|
495,444
|
|
|
393,005
|
|
|
932,740
|
|
|
775,212
|
|
||||
Income from Operations
|
145,378
|
|
|
133,520
|
|
|
278,037
|
|
|
265,117
|
|
||||
Other Income (Expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
50
|
|
|
102
|
|
|
70
|
|
|
269
|
|
||||
Interest expense
|
(16,418
|
)
|
|
(13,015
|
)
|
|
(31,336
|
)
|
|
(26,561
|
)
|
||||
Other expense, net
|
(392
|
)
|
|
(545
|
)
|
|
(1,092
|
)
|
|
(1,558
|
)
|
||||
Total Other Expense
|
(16,760
|
)
|
|
(13,458
|
)
|
|
(32,358
|
)
|
|
(27,850
|
)
|
||||
Income Before Income Taxes
|
128,618
|
|
|
120,062
|
|
|
245,679
|
|
|
237,267
|
|
||||
Income Tax Expense
|
45,941
|
|
|
41,619
|
|
|
83,232
|
|
|
83,602
|
|
||||
Net Income
|
$
|
82,677
|
|
|
$
|
78,443
|
|
|
$
|
162,447
|
|
|
$
|
153,665
|
|
Less: Net Income Attributable to Noncontrolling Interests
|
741
|
|
|
399
|
|
|
1,362
|
|
|
1,004
|
|
||||
Net Income Attributable to Stericycle, Inc.
|
$
|
81,936
|
|
|
$
|
78,044
|
|
|
$
|
161,085
|
|
|
$
|
152,661
|
|
Earnings Per Common Share Attributable to Stericycle, Inc. Common Shareholders:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.97
|
|
|
$
|
0.91
|
|
|
$
|
1.90
|
|
|
$
|
1.77
|
|
Diluted
|
$
|
0.95
|
|
|
$
|
0.89
|
|
|
$
|
1.87
|
|
|
$
|
1.74
|
|
Weighted Average Number of Common Shares Outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
84,699,043
|
|
|
86,125,012
|
|
|
84,982,966
|
|
|
86,109,244
|
|
||||
Diluted
|
85,982,588
|
|
|
87,614,953
|
|
|
86,300,292
|
|
|
87,545,641
|
|
In thousands
|
|||||||||||||||
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net Income
|
$
|
82,677
|
|
|
$
|
78,443
|
|
|
$
|
162,447
|
|
|
$
|
153,665
|
|
|
|
|
|
|
|
|
|
||||||||
Other Comprehensive Income/ (Loss):
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
11,884
|
|
|
(17,664
|
)
|
|
10,775
|
|
|
(40,619
|
)
|
||||
Amortization of cash flow hedge into income, net of tax ($50 and $50, and $100 and $100) for the three-and six-months ended June 30, 2014 and 2013, respectively)
|
78
|
|
|
78
|
|
|
157
|
|
|
157
|
|
||||
Change in fair value of cash flow hedge, net of tax ($55 and $0, and $55 and $0) for the three-and six-months ended June 30, 2014 and 2013, respectively)
|
(149
|
)
|
|
—
|
|
|
(149
|
)
|
|
—
|
|
||||
Total Other Comprehensive Income/ (Loss)
|
11,813
|
|
|
(17,586
|
)
|
|
10,783
|
|
|
(40,462
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive Income
|
94,490
|
|
|
60,857
|
|
|
173,230
|
|
|
113,203
|
|
||||
Less: Comprehensive Income/ (Loss) Attributable to Noncontrolling Interests
|
980
|
|
|
(692
|
)
|
|
1,231
|
|
|
42
|
|
||||
Comprehensive Income Attributable to Stericycle, Inc.
|
$
|
93,510
|
|
|
$
|
61,549
|
|
|
$
|
171,999
|
|
|
$
|
113,161
|
|
In thousands
|
|||||||
|
Six Months Ended June 30,
|
||||||
|
2014
|
|
2013
|
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
162,447
|
|
|
$
|
153,665
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Stock compensation expense
|
9,124
|
|
|
7,943
|
|
||
Excess tax benefit of stock options exercised
|
(7,080
|
)
|
|
(8,373
|
)
|
||
Depreciation
|
35,120
|
|
|
30,088
|
|
||
Amortization
|
15,717
|
|
|
13,175
|
|
||
Deferred income taxes
|
8,929
|
|
|
13,101
|
|
||
Change in fair value of contingent consideration
|
3,953
|
|
|
(122
|
)
|
||
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
|
|
|
|
||||
Accounts receivable
|
(9,606
|
)
|
|
(42,871
|
)
|
||
Accounts payable
|
10,646
|
|
|
10,186
|
|
||
Accrued liabilities
|
(6,809
|
)
|
|
(2,566
|
)
|
||
Deferred revenues
|
2,332
|
|
|
(548
|
)
|
||
Other assets and liabilities
|
13,575
|
|
|
2,903
|
|
||
Net cash provided by operating activities
|
238,348
|
|
|
176,581
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Payments for acquisitions, net of cash acquired
|
(304,832
|
)
|
|
(63,401
|
)
|
||
(Purchases of)/ proceeds from investments
|
(2,052
|
)
|
|
33
|
|
||
Capital expenditures
|
(43,668
|
)
|
|
(37,441
|
)
|
||
Net cash used in investing activities
|
(350,552
|
)
|
|
(100,809
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Repayments of long-term debt and other obligations
|
(28,005
|
)
|
|
(32,016
|
)
|
||
Borrowings on foreign bank debt
|
96,828
|
|
|
92,733
|
|
||
Repayments on foreign bank debt
|
(85,192
|
)
|
|
(96,512
|
)
|
||
Borrowings on senior credit facility
|
933,101
|
|
|
527,469
|
|
||
Repayments on senior credit facility
|
(732,059
|
)
|
|
(544,183
|
)
|
||
Payments on capital lease obligations
|
(1,993
|
)
|
|
(1,825
|
)
|
||
Payments of deferred financing costs
|
(2,280
|
)
|
|
—
|
|
||
Purchases and cancellations of treasury stock
|
(137,186
|
)
|
|
(66,175
|
)
|
||
Proceeds from issuance of common stock
|
21,195
|
|
|
23,667
|
|
||
Excess tax benefit of stock options exercised
|
7,080
|
|
|
8,373
|
|
||
Payments to noncontrolling interests
|
(732
|
)
|
|
—
|
|
||
Net cash provided by/ (used in) financing activities
|
70,757
|
|
|
(88,469
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(394
|
)
|
|
(528
|
)
|
||
Net decrease in cash and cash equivalents
|
(41,841
|
)
|
|
(13,225
|
)
|
||
Cash and cash equivalents at beginning of period
|
67,167
|
|
|
34,659
|
|
||
Cash and cash equivalents at end of period
|
$
|
25,326
|
|
|
$
|
21,434
|
|
|
|
|
|
||||
NON-CASH ACTIVITIES:
|
|
|
|
||||
Issuances of obligations for acquisitions
|
$
|
83,864
|
|
|
$
|
22,906
|
|
In thousands
|
||||||||||||||||||||||||||
|
Stericycle, Inc. Equity
|
|
|
|
|
|||||||||||||||||||||
|
Issued
and
Outstanding
Shares
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated Other
Comprehensive
Income (Loss)
|
|
Noncontrolling
Interest
|
|
Total Equity
|
|||||||||||||
Balance at January 1, 2013
|
85,988
|
|
|
$
|
860
|
|
|
$
|
116,720
|
|
|
$
|
1,463,277
|
|
|
$
|
(39,064
|
)
|
|
$
|
15,530
|
|
|
$
|
1,557,323
|
|
Net income
|
|
|
|
|
|
|
311,372
|
|
|
|
|
1,712
|
|
|
313,084
|
|
||||||||||
Currency translation adjustment
|
|
|
|
|
|
|
|
|
(17,718
|
)
|
|
(1,442
|
)
|
|
(19,160
|
)
|
||||||||||
Change in qualifying cash flow hedge, net of tax
|
|
|
|
|
|
|
|
|
314
|
|
|
|
|
314
|
|
|||||||||||
Issuance of common stock for exercise of options, restricted stock units and employee stock purchases
|
973
|
|
|
10
|
|
|
47,991
|
|
|
|
|
|
|
|
|
48,001
|
|
|||||||||
Purchase/ cancellation of treasury stock
|
(1,461
|
)
|
|
(15
|
)
|
|
—
|
|
|
(163,685
|
)
|
|
|
|
|
|
(163,700
|
)
|
||||||||
Stock compensation expense
|
|
|
|
|
17,457
|
|
|
|
|
|
|
|
|
17,457
|
|
|||||||||||
Excess tax benefit of stock options exercised
|
|
|
|
|
17,153
|
|
|
|
|
|
|
|
|
17,153
|
|
|||||||||||
Noncontrolling interests attributable to acquisitions
|
|
|
|
|
|
|
|
|
|
|
4,211
|
|
|
4,211
|
|
|||||||||||
Reduction to noncontrolling interests due to additional ownership
|
|
|
|
|
(4,211
|
)
|
|
|
|
|
|
(2,926
|
)
|
|
(7,137
|
)
|
||||||||||
Payments to noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
(8
|
)
|
|
(8
|
)
|
||||||||||
Balance at December 31, 2013
|
85,500
|
|
|
$
|
855
|
|
|
$
|
195,110
|
|
|
$
|
1,610,964
|
|
|
$
|
(56,468
|
)
|
|
$
|
17,077
|
|
|
$
|
1,767,538
|
|
Net income
|
|
|
|
|
|
|
161,085
|
|
|
|
|
1,362
|
|
|
162,447
|
|
||||||||||
Currency translation adjustment
|
|
|
|
|
|
|
|
|
10,906
|
|
|
(131
|
)
|
|
10,775
|
|
||||||||||
Change in qualifying cash flow hedge, net of tax
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
8
|
|
|||||||||||
Issuance of common stock for exercise of options, restricted stock units and employee stock purchases
|
467
|
|
|
5
|
|
|
25,739
|
|
|
|
|
|
|
|
|
25,744
|
|
|||||||||
Purchase/ cancellation of treasury stock
|
(1,213
|
)
|
|
(12
|
)
|
|
—
|
|
|
(137,174
|
)
|
|
|
|
|
|
(137,186
|
)
|
||||||||
Stock compensation expense
|
|
|
|
|
9,124
|
|
|
|
|
|
|
|
|
9,124
|
|
|||||||||||
Excess tax benefit of stock options exercised
|
|
|
|
|
7,080
|
|
|
|
|
|
|
|
|
7,080
|
|
|||||||||||
Noncontrolling interests attributable to acquisitions
|
|
|
|
|
|
|
|
|
|
|
6,943
|
|
|
6,943
|
|
|||||||||||
Reduction to noncontrolling interests due to additional ownership
|
|
|
|
|
|
|
|
|
|
|
|
(130
|
)
|
|
(130
|
)
|
||||||||||
Balance at June 30, 2014
|
84,754
|
|
|
$
|
848
|
|
|
$
|
237,053
|
|
|
$
|
1,634,875
|
|
|
$
|
(45,554
|
)
|
|
$
|
25,121
|
|
|
$
|
1,852,343
|
|
Acquisition Locations
|
|
2014
|
|
United States
|
|
6
|
|
Brazil
|
|
1
|
|
Canada
|
|
1
|
|
Chile
|
|
2
|
|
Portugal
|
|
4
|
|
Romania
|
|
2
|
|
South Korea
|
|
1
|
|
Spain
|
|
1
|
|
United Kingdom
|
|
1
|
|
Total
|
|
19
|
|
In thousands
|
|||||||
|
Six Months Ended June 30,
|
||||||
|
2014
|
|
2013
|
||||
Cash
|
$
|
304,832
|
|
|
$
|
63,401
|
|
Promissory notes
|
63,022
|
|
|
13,725
|
|
||
Deferred consideration
|
5,032
|
|
|
5,803
|
|
||
Contingent consideration
|
15,810
|
|
|
3,378
|
|
||
Total purchase price
|
$
|
388,696
|
|
|
$
|
86,307
|
|
In thousands
|
||||||||
|
|
Six Months Ended June 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Fixed assets
|
|
$
|
102,394
|
|
|
$
|
8,993
|
|
Intangibles
|
|
219,876
|
|
|
34,108
|
|
||
Goodwill
|
|
178,433
|
|
|
58,450
|
|
||
Accounts receivable
|
|
54,201
|
|
|
5,710
|
|
||
Accounts payable
|
|
(25,967
|
)
|
|
(2,628
|
)
|
||
Net other (liabilities)/ assets
|
|
(57,027
|
)
|
|
(7,166
|
)
|
||
Debt
|
|
(17,219
|
)
|
|
(3,448
|
)
|
||
Net deferred tax liabilities
|
|
(59,052
|
)
|
|
(5,866
|
)
|
||
Noncontrolling interests
|
|
(6,943
|
)
|
|
(1,846
|
)
|
||
Total purchase price allocation
|
|
$
|
388,696
|
|
|
$
|
86,307
|
|
In thousands
|
|||||||||||||||
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Total as of
June 30, 2014 |
|
Level 1
Inputs |
|
Level 2
Inputs |
|
Level 3
Inputs |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
25,326
|
|
|
$
|
25,326
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments
|
488
|
|
|
488
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
25,814
|
|
|
$
|
25,814
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
29,256
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,256
|
|
Total liabilities
|
$
|
29,256
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29,256
|
|
In thousands
|
|||||||||||||||
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Total as of
December 31, 2013 |
|
Level 1
Inputs |
|
Level 2
Inputs |
|
Level 3
Inputs |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
$
|
67,167
|
|
|
$
|
67,167
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments
|
413
|
|
|
413
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
$
|
67,580
|
|
|
$
|
67,580
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
12,527
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,527
|
|
Total liabilities
|
$
|
12,527
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12,527
|
|
In thousands
|
||||
Contingent consideration at December 31, 2013
|
|
$
|
12,527
|
|
Increases due to acquisitions
|
|
15,810
|
|
|
Decrease due to change of noncontrolling interests
|
|
(635
|
)
|
|
Decrease due to payments
|
|
(2,916
|
)
|
|
Changes due to foreign currency fluctuations
|
|
517
|
|
|
Changes in fair value reflected in Selling, general, and administrative expenses
|
|
3,953
|
|
|
Contingent consideration at June 30, 2014
|
|
$
|
29,256
|
|
•
|
the 2011 Incentive Stock Plan, which our stockholders approved in May 2011;
|
•
|
the 2008 Incentive Stock Plan, which our stockholders approved in May 2008;
|
•
|
the 2005 Incentive Stock Plan, which our stockholders approved in April 2005;
|
•
|
the 2000 Nonstatutory Stock Option Plan, which expired in February 2010;
|
•
|
the 1997 Stock Option Plan, which expired in January 2007;
|
•
|
the 1996 Directors Stock Option Plan, which expired in May 2006; and
|
•
|
the Employee Stock Purchase Plan (“ESPP”), which our stockholders approved in May 2001.
|
In thousands
|
||||||||||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Cost of revenues – stock option plan
|
|
$
|
21
|
|
|
$
|
30
|
|
|
$
|
28
|
|
|
$
|
70
|
|
Selling, general and administrative – stock option plan
|
|
3,818
|
|
|
3,174
|
|
|
7,859
|
|
|
6,704
|
|
||||
Selling, general and administrative – RSUs
|
|
314
|
|
|
383
|
|
|
629
|
|
|
578
|
|
||||
Selling, general and administrative – ESPP
|
|
299
|
|
|
309
|
|
|
608
|
|
|
591
|
|
||||
Total pre-tax expense
|
|
$
|
4,452
|
|
|
$
|
3,896
|
|
|
$
|
9,124
|
|
|
$
|
7,943
|
|
In thousands
|
||||||||||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Tax benefit recognized in Statement of Income
|
|
$
|
1,020
|
|
|
$
|
1,254
|
|
|
$
|
1,929
|
|
|
$
|
2,384
|
|
Excess tax benefit realized
|
|
3,346
|
|
|
4,170
|
|
|
7,080
|
|
|
8,373
|
|
|
|
Number of
Options |
|
Weighted
Average Exercise Price per Share |
|
Weighted Average Remaining Contractual Life
|
|
Total Aggregate Intrinsic Value
|
|||||
|
|
|
|
|
|
(in years)
|
|
(in thousands)
|
|||||
Outstanding at beginning of year
|
|
5,540,482
|
|
|
$
|
70.29
|
|
|
|
|
|
||
Granted
|
|
963,483
|
|
|
115.29
|
|
|
|
|
|
|||
Exercised
|
|
(424,881
|
)
|
|
53.82
|
|
|
|
|
|
|||
Forfeited
|
|
(62,170
|
)
|
|
92.48
|
|
|
|
|
|
|||
Canceled or expired
|
|
(1,108
|
)
|
|
66.74
|
|
|
|
|
|
|||
Outstanding at June 30, 2014
|
|
6,015,806
|
|
|
$
|
78.43
|
|
|
6.44
|
|
$
|
240,554
|
|
Exercisable at June 30, 2014
|
|
3,242,027
|
|
|
$
|
63.26
|
|
|
5.38
|
|
$
|
178,818
|
|
Vested and expected to vest at June 30, 2014
|
|
5,741,157
|
|
|
$
|
77.35
|
|
|
|
|
|
In thousands
|
||||||||||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Total intrinsic value of options exercised
|
|
$
|
14,721
|
|
|
$
|
13,166
|
|
|
$
|
26,517
|
|
|
$
|
27,729
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Stock options granted (shares)
|
|
108,705
|
|
|
68,040
|
|
|
963,483
|
|
|
1,045,130
|
|
||||
Weighted average fair value at grant date
|
|
$
|
21.40
|
|
|
$
|
27.74
|
|
|
$
|
21.30
|
|
|
$
|
21.97
|
|
Assumptions:
|
|
|
|
|
|
|
|
|
||||||||
Expected term (in years)
|
|
4.69
|
|
|
5.75
|
|
|
4.74
|
|
|
5.88
|
|
||||
Expected volatility
|
|
17.52
|
%
|
|
26.27
|
%
|
|
17.60
|
%
|
|
27.05
|
%
|
||||
Expected dividend yield
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Risk free interest rate
|
|
1.53
|
%
|
|
1.02
|
%
|
|
1.49
|
%
|
|
1.00
|
%
|
|
|
Number of
Units |
|
Weighted Average Grant Date Fair Value
|
|
Total Aggregate Intrinsic Value
|
|||||
|
|
|
|
|
|
(in thousands)
|
|||||
Non-vested at beginning of year
|
|
70,457
|
|
|
$
|
88.32
|
|
|
|
||
Granted
|
|
16,334
|
|
|
115.67
|
|
|
|
|||
Vested and released
|
|
(17,288
|
)
|
|
85.00
|
|
|
|
|||
Forfeited
|
|
(5,610
|
)
|
|
89.21
|
|
|
|
|||
Non-vested at June 30, 2014
|
|
63,893
|
|
|
$
|
96.13
|
|
|
$
|
7,566
|
|
|
|
Number of
Shares Repurchased and Canceled |
|
Amount Paid
for Repurchases |
|
Average
Price Paid per Share |
|||||
|
|
|
|
(in thousands)
|
|
|
|
||||
Three months ended March 31, 2014
|
|
685,990
|
|
|
$
|
78,340
|
|
|
$
|
114.20
|
|
Three months ended June 30, 2014
|
|
527,243
|
|
|
58,846
|
|
|
111.61
|
|
||
Six months ended June 30, 2014
|
|
1,213,233
|
|
|
$
|
137,186
|
|
|
$
|
113.08
|
|
|
|
|
|
|
|
|
|||||
Three months ended March 31, 2013
|
|
74,820
|
|
|
$
|
7,160
|
|
|
$
|
95.70
|
|
Three months ended June 30, 2013
|
|
540,390
|
|
|
59,015
|
|
|
109.21
|
|
||
Six months ended June 30, 2013
|
|
615,210
|
|
|
$
|
66,175
|
|
|
$
|
107.57
|
|
In thousands
|
||||||||||||
|
|
United States
|
|
International
|
|
Total
|
||||||
Balance as of January 1, 2013
|
|
$
|
1,616,286
|
|
|
$
|
448,817
|
|
|
$
|
2,065,103
|
|
Goodwill acquired during year
|
|
57,250
|
|
|
116,534
|
|
|
173,784
|
|
|||
Goodwill allocation adjustments
|
|
4,541
|
|
|
1,470
|
|
|
6,011
|
|
|||
Changes due to foreign currency fluctuations
|
|
—
|
|
|
(13,316
|
)
|
|
(13,316
|
)
|
|||
Balance as of December 31, 2013
|
|
1,678,077
|
|
|
553,505
|
|
|
2,231,582
|
|
|||
Goodwill acquired during year
|
|
168,592
|
|
|
21,160
|
|
|
189,752
|
|
|||
Goodwill allocation adjustments
|
|
(2,051
|
)
|
|
(9,268
|
)
|
|
(11,319
|
)
|
|||
Changes due to foreign currency fluctuations
|
|
—
|
|
|
11,333
|
|
|
11,333
|
|
|||
Balance as of June 30, 2014
|
|
$
|
1,844,618
|
|
|
$
|
576,730
|
|
|
$
|
2,421,348
|
|
In thousands
|
|||||||||||||||||||||||
|
June 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Value |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Value |
||||||||||||
Amortizable intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Covenants not-to-compete
|
$
|
9,423
|
|
|
$
|
6,026
|
|
|
$
|
3,397
|
|
|
$
|
9,405
|
|
|
$
|
5,366
|
|
|
$
|
4,039
|
|
Customer relationships
|
753,243
|
|
|
96,395
|
|
|
656,848
|
|
|
670,889
|
|
|
81,271
|
|
|
589,618
|
|
||||||
Tradenames
|
5,370
|
|
|
1,189
|
|
|
4,181
|
|
|
5,283
|
|
|
1,031
|
|
|
4,252
|
|
||||||
Technology
|
20,291
|
|
|
703
|
|
|
19,588
|
|
|
611
|
|
|
416
|
|
|
195
|
|
||||||
Other
|
336
|
|
|
19
|
|
|
317
|
|
|
91
|
|
|
14
|
|
|
77
|
|
||||||
Indefinite lived intangibles:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating permits
|
236,407
|
|
|
—
|
|
|
236,407
|
|
|
116,054
|
|
|
—
|
|
|
116,054
|
|
||||||
Tradenames
|
5,800
|
|
|
—
|
|
|
5,800
|
|
|
5,800
|
|
|
—
|
|
|
5,800
|
|
||||||
Total
|
$
|
1,030,870
|
|
|
$
|
104,332
|
|
|
$
|
926,538
|
|
|
$
|
808,133
|
|
|
$
|
88,098
|
|
|
$
|
720,035
|
|
In thousands
|
||||||||
|
|
June 30,
2014 |
|
December 31,
2013 |
||||
Obligations under capital leases
|
|
$
|
15,400
|
|
|
$
|
7,343
|
|
$1.2 billion senior credit facility weighted average rate 1.44%, due in 2019
|
|
476,321
|
|
|
272,358
|
|
||
$100 million private placement notes 5.64%, due in 2015
|
|
100,000
|
|
|
100,000
|
|
||
$175 million private placement notes 3.89%, due in 2017
|
|
175,000
|
|
|
175,000
|
|
||
$125 million private placement notes 2.68%, due in 2019
|
|
125,000
|
|
|
125,000
|
|
||
$225 million private placement notes 4.47%, due in 2020
|
|
225,000
|
|
|
225,000
|
|
||
$125 million private placement notes 3.26%, due in 2022
|
|
125,000
|
|
|
125,000
|
|
||
Promissory notes and deferred consideration weighted average rate of 2.01% and weighted average maturity of 3.3 years
|
|
297,089
|
|
|
252,195
|
|
||
Foreign bank debt weighted average rate 7.76% and weighted average maturity of 1.9 years
|
|
176,392
|
|
|
149,147
|
|
||
Total debt
|
|
1,715,202
|
|
|
1,431,043
|
|
||
Less: current portion of total debt
|
|
151,289
|
|
|
150,380
|
|
||
Long-term portion of total debt
|
|
$
|
1,563,913
|
|
|
$
|
1,280,663
|
|
In thousands
|
||||||||||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Regulated and compliance solutions
|
|
$
|
429,660
|
|
|
$
|
346,486
|
|
|
$
|
798,650
|
|
|
$
|
687,587
|
|
Recall and returns solutions
|
|
24,720
|
|
|
23,729
|
|
|
47,784
|
|
|
46,263
|
|
||||
Total revenues
|
|
454,380
|
|
|
370,215
|
|
|
846,434
|
|
|
733,850
|
|
||||
Net interest expense
|
|
11,642
|
|
|
10,766
|
|
|
22,310
|
|
|
21,497
|
|
||||
Income before income taxes
|
|
113,046
|
|
|
99,400
|
|
|
217,359
|
|
|
195,356
|
|
||||
Income taxes
|
|
43,683
|
|
|
38,362
|
|
|
80,722
|
|
|
74,812
|
|
||||
Net income attributable to Stericycle, Inc.
|
|
$
|
69,363
|
|
|
$
|
61,038
|
|
|
$
|
136,637
|
|
|
$
|
120,544
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
15,729
|
|
|
$
|
12,687
|
|
|
$
|
28,547
|
|
|
$
|
25,262
|
|
In thousands
|
||||||||||||||||
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Regulated and compliance solutions
|
|
$
|
186,442
|
|
|
$
|
156,310
|
|
|
$
|
364,343
|
|
|
$
|
306,479
|
|
Net interest expense
|
|
4,726
|
|
|
2,147
|
|
|
8,956
|
|
|
4,795
|
|
||||
Income before income taxes
|
|
15,572
|
|
|
20,662
|
|
|
28,320
|
|
|
41,911
|
|
||||
Income taxes
|
|
2,258
|
|
|
3,257
|
|
|
2,510
|
|
|
8,790
|
|
||||
Net income
|
|
13,314
|
|
|
17,405
|
|
|
25,810
|
|
|
33,121
|
|
||||
Less: net income attributable to noncontrolling interests
|
|
741
|
|
|
399
|
|
|
1,362
|
|
|
1,004
|
|
||||
Net income attributable to Stericycle, Inc.
|
|
$
|
12,573
|
|
|
$
|
17,006
|
|
|
$
|
24,448
|
|
|
$
|
32,117
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
|
$
|
11,752
|
|
|
$
|
9,088
|
|
|
$
|
22,290
|
|
|
$
|
18,001
|
|
•
|
revenues were
$640.8 million
, up
$114.3 million
or
21.7%
from
$526.5 million
in the
second quarter
last year;
|
•
|
second quarter
gross profit as a percent of revenues decreased to
43.0%
from
45.2%
in
2013
;
|
•
|
operating income was
$145.4 million
, up
$11.9 million
or
8.9%
from
$133.5 million
in the
second quarter
last year;
|
•
|
we incurred
$8.2 million
in pre-tax expenses related to acquisitions, integration expenses related to acquisitions, change in fair value of contingent consideration, and litigation related expenses;
|
•
|
cash flow from operations was $93.9 million.
|
•
|
revenues were
$1,210.8 million
, up
$170.4 million
or
16.4%
from
$1,040.3 million
in the same period last year;
|
•
|
gross profit as a percent of revenues decreased to
43.8%
from
45.2%
in
2013
;
|
•
|
operating income was
$278.0 million
, up
$12.9 million
or
4.9%
from
$265.1 million
in the same period last year;
|
•
|
we incurred
$20.2 million
in pre-tax expenses related to acquisitions, integration expenses related to acquisitions, change in fair value of contingent consideration, and litigation related expenses;
|
•
|
cash flow from operations was
$238.3 million
.
|
In thousands, except per share data
|
|||||||||||||
|
Three Months Ended June 30,
|
||||||||||||
|
2014
|
|
2013
|
||||||||||
|
$
|
|
%
|
|
$
|
|
%
|
||||||
Revenues
|
$
|
640,822
|
|
|
100.0
|
|
|
$
|
526,525
|
|
|
100.0
|
|
Cost of revenues
|
350,416
|
|
|
54.7
|
|
|
276,385
|
|
|
52.5
|
|
||
Depreciation - cost of revenues
|
15,102
|
|
|
2.4
|
|
|
12,288
|
|
|
2.3
|
|
||
Total cost of revenues
|
365,518
|
|
|
57.0
|
|
|
288,673
|
|
|
54.8
|
|
||
Gross profit
|
275,304
|
|
|
43.0
|
|
|
237,852
|
|
|
45.2
|
|
||
Selling, general and administrative expenses (exclusive of items shown below)
|
109,329
|
|
|
17.1
|
|
|
91,158
|
|
|
17.3
|
|
||
Acquisition expenses
|
3,979
|
|
|
0.6
|
|
|
2,324
|
|
|
0.4
|
|
||
Integration expenses
|
4,679
|
|
|
0.7
|
|
|
1,383
|
|
|
0.3
|
|
||
Change in fair value of contingent consideration
|
(836
|
)
|
|
(0.1
|
)
|
|
(122
|
)
|
|
0.0
|
|
||
Restructuring costs and plant closure expense
|
—
|
|
|
—
|
|
|
104
|
|
|
0.0
|
|
||
Litigation expenses
|
396
|
|
|
0.1
|
|
|
(2
|
)
|
|
0.0
|
|
||
Total SG&A expenses (exclusive of depreciation and amortization shown below)
|
117,547
|
|
|
18.3
|
|
|
94,845
|
|
|
18.0
|
|
||
Depreciation
|
3,977
|
|
|
0.6
|
|
|
2,954
|
|
|
0.6
|
|
||
Amortization
|
8,402
|
|
|
1.3
|
|
|
6,533
|
|
|
1.2
|
|
||
Income from operations
|
145,378
|
|
|
22.7
|
|
|
133,520
|
|
|
25.4
|
|
||
Net interest expense
|
16,368
|
|
|
2.6
|
|
|
12,913
|
|
|
2.5
|
|
||
Income tax expense
|
45,941
|
|
|
7.2
|
|
|
41,619
|
|
|
7.9
|
|
||
Net income
|
82,677
|
|
|
12.9
|
|
|
78,443
|
|
|
14.9
|
|
||
Less: net income attributable to noncontrolling interests
|
741
|
|
|
0.1
|
|
|
399
|
|
|
0.1
|
|
||
Net income attributable to Stericycle, Inc.
|
$
|
81,936
|
|
|
12.8
|
|
|
$
|
78,044
|
|
|
14.8
|
|
Earnings per share- diluted
|
$
|
0.95
|
|
|
|
|
$
|
0.89
|
|
|
|
In thousands, except per share data
|
||||||||||||
|
Six Months Ended June 30,
|
|||||||||||
|
2014
|
|
2013
|
|||||||||
|
$
|
|
%
|
|
$
|
|
%
|
|||||
Revenues
|
$
|
1,210,777
|
|
|
100.0
|
|
$
|
1,040,329
|
|
|
100.0
|
|
Cost of revenues
|
652,176
|
|
|
53.9
|
|
546,058
|
|
|
52.5
|
|
||
Depreciation - cost of revenues
|
27,828
|
|
|
2.3
|
|
24,325
|
|
|
2.3
|
|
||
Total cost of revenues
|
680,004
|
|
|
56.2
|
|
570,383
|
|
|
54.8
|
|
||
Gross profit
|
530,773
|
|
|
43.8
|
|
469,946
|
|
|
45.2
|
|
||
Selling, general and administrative expenses (exclusive of items shown below)
|
209,509
|
|
|
17.3
|
|
179,399
|
|
|
17.2
|
|
||
Acquisition expenses
|
7,200
|
|
|
0.6
|
|
4,127
|
|
|
0.4
|
|
||
Integration expenses
|
7,164
|
|
|
0.6
|
|
2,279
|
|
|
0.2
|
|
||
Change in fair value of contingent consideration
|
3,953
|
|
|
0.3
|
|
(122
|
)
|
|
0.0
|
|
||
Restructuring costs and plant closure expense
|
—
|
|
|
—
|
|
104
|
|
|
0.0
|
|
||
Litigation expenses
|
1,901
|
|
|
0.2
|
|
104
|
|
|
0.0
|
|
||
Total SG&A expenses (exclusive of depreciation and amortization shown below)
|
229,727
|
|
|
19.0
|
|
185,891
|
|
|
17.9
|
|
||
Depreciation
|
7,292
|
|
|
0.6
|
|
5,763
|
|
|
0.6
|
|
||
Amortization
|
15,717
|
|
|
1.3
|
|
13,175
|
|
|
1.3
|
|
||
Income from operations
|
278,037
|
|
|
23.0
|
|
265,117
|
|
|
25.5
|
|
||
Net interest expense
|
31,266
|
|
|
2.6
|
|
26,292
|
|
|
2.5
|
|
||
Income tax expense
|
83,232
|
|
|
6.9
|
|
83,602
|
|
|
8.0
|
|
||
Net income
|
162,447
|
|
|
13.4
|
|
153,665
|
|
|
14.8
|
|
||
Less: net income attributable to noncontrolling interests
|
1,362
|
|
|
0.1
|
|
1,004
|
|
|
0.1
|
|
||
Net income attributable to Stericycle, Inc.
|
$
|
161,085
|
|
|
13.3
|
|
$
|
152,661
|
|
|
14.7
|
|
Earnings per share- diluted
|
$
|
1.87
|
|
|
|
|
$
|
1.74
|
|
|
|
•
|
A fee of 0.125% on our revolving credit facility.
|
•
|
For borrowings less than one month, the higher of the following
|
◦
|
Federal funds rate plus 0.5%
|
◦
|
Euro Currency rate plus 1.0% or the prime rate
|
•
|
For borrowings greater than one month: LIBOR plus 1.0%.
|
Period
|
|
Total Number of Share (or Units) Purchased *
|
|
Average Price Paid per Share (or Unit)
|
|
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
|
|||||
January 1 - January 31, 2014
|
|
193,172
|
|
|
$
|
115.04
|
|
|
193,172
|
|
|
2,134,306
|
|
February 1 - February 28, 2014
|
|
406,260
|
|
|
114.11
|
|
|
406,260
|
|
|
5,812,288
|
|
|
March 1 - March 31, 2014
|
|
86,558
|
|
|
112.72
|
|
|
86,558
|
|
|
5,725,730
|
|
|
April 1 - April 30, 2014
|
|
355,603
|
|
|
111.03
|
|
|
355,603
|
|
|
5,370,127
|
|
|
May 1 - May 31, 2014
|
|
171,640
|
|
|
112.82
|
|
|
171,640
|
|
|
5,198,487
|
|
|
June 1 - June 30, 2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,198,487
|
|
|
Total
|
|
1,213,233
|
|
|
113.08
|
|
|
1,213,233
|
|
|
5,198,487
|
|
3(i).1
|
Fourth Certificate of Amendment to Amended and Restated Certificate of Incorporation of Stericycle, Inc.
|
|
|
31.1
|
Rules 13a-14(a)/15d-14(a) Certification of Charles A. Alutto, President and Chief Executive Officer
|
|
|
31.2
|
Rule 13a-14(a)/15d-14(a) Certification of Daniel V. Ginnetti, Executive Vice President and Chief Financial Officer
|
|
|
32
|
Section 1350 Certification of Charles A. Alutto, President and Chief Executive Officer, and Daniel V. Ginnetti, Executive Vice President and Chief Financial Officer
|
101.INS XBRL
|
Instance Document
|
|
|
101.SCH XBRL
|
Taxonomy Extension Schema Document
|
|
|
101.CAL XBRL
|
Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF XBRL
|
Taxonomy Definition Linkbase Document
|
|
|
101.LAB XBRL
|
Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE XBRL
|
Taxonomy Extension Presentation Linkbase Document
|
STERICYCLE, INC.
|
(Registrant)
|
By: /s/ D
ANIEL
V. G
INNETTI
|
Daniel V. Ginnetti
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
/s/ C
HARLES
A. A
LUTTO
|
Charles A. Alutto
|
President and Chief
|
Executive Officer
|
Stericycle, Inc.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Stericycle, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ C
HARLES
A. A
LUTTO
|
Charles A. Alutto
|
President and Chief
|
Executive Officer
|
Stericycle, Inc.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Stericycle, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ DANIEL V. GINNETTI
|
Daniel V. Ginnetti
|
Executive Vice President and
|
Chief Financial Officer
|
Stericycle, Inc.
|
(a)
|
the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(b)
|
the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.
|
|
/s/ C
HARLES
A. A
LUTTO
|
Charles A. Alutto
|
President and Chief
|
Executive Officer
|
Stericycle, Inc.
|
|
/s/ D
ANIEL
V. G
INNETTI
|
Daniel V. Ginnetti
|
Executive Vice President and
|
Chief Financial Officer
|
Stericycle, Inc.
|