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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[Mark One]

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

For the quarterly period ended ~~September 30, 2023~~March 31, 2024

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

For the transition period from to

Commission File Number 1-37556

________________________________________________________


Delaware			36-3640402
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification Number)

2355 Waukegan Road

Bannockburn, Illinois 60015

(Address of principal executive offices, including zip code)

(847) 367-5910

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	SRCL	Nasdaq Global Select Market

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒

Smaller reporting company ☐

Accelerated filer ☐

Emerging growth company ☐

Non-accelerated filer ☐

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

On ~~October 30, 2023,~~April 22, 2024, there were ~~92,523,391~~92,785,315 shares of the Registrant’s Common Stock outstanding.

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		Page No.
PART I. FINANCIAL INFORMATION

	Item 1. Financial Statements (Unaudited)	5

	Condensed Consolidated Statements of Income ~~(Loss)~~	5

	Condensed Consolidated Statements of Comprehensive ~~(Loss)~~ Income	6

	Condensed Consolidated Balance Sheets	7

	Condensed Consolidated Statements of Cash Flows	8

	Condensed Consolidated Statements of Changes in Equity	9

	Notes to Condensed Consolidated Financial Statements	11 10

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20 18

	Item 3. Quantitative and Qualitative Disclosures About Market Risk	30 26

	Item 4. Controls and Procedures	30 26

PART II. OTHER INFORMATION

	Item 1. Legal Proceedings	31 27

	Item 1A. Risk Factors	31 27

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ~~and Issuer Purchases of Equity Securities~~	31 27

	Item 5. Other Information	31 27



	Item 6. Exhibits	32 28

	SIGNATURES	33 29


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Glossary of Defined Terms

Unless the context requires otherwise, the “Company”, “Stericycle”, “we”, “us”, or “our” refers to Stericycle, Inc. on a consolidated basis. The Company also uses several other terms in this Quarterly Report on Form 10-Q, most of which are explained or defined below:


Abbreviation			Description
~~2022~~2023 Form 10-K			Annual report on Form 10-K for the year ended December 31, ~~2022~~2023
Adjusted Income from Operations			Income from Operations adjusted for certain items discussed in Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations








AI			Artificial intelligence
Credit Agreement			Credit Agreement dated September 30, 2021, First Amendment dated April 26, 2022, and Second Amendment dated June 15, 2023, among the Company and certain subsidiaries as borrowers. Bank of America, N.A., as administrative agent, swing line lender, a lender and a letter of credit issuer and the other lenders party thereto, as amended
Credit Agreement Defined Debt Leverage Ratio			As of any date of determination, the ratio of (a) (i) Consolidated Funded Indebtedness as of such date minus (ii) Unrestricted Cash as of such date to (b) Consolidated EBITDA (each as defined in the Credit Agreement) for the period of four fiscal quarters most recently ended on or prior to such date
Credit Facility			The Company's $1.2 billion credit facility due in September of 2026 granted under the terms of the Credit Agreement
~~CRS~~			~~Communication and Related Services (Divested December 2022)~~
DEA			U.S. Drug Enforcement Administration. The DEA is a division of the DOJ. It is the federal agency which regulates the manufacture, dispensing, storage, and shipment of controlled substances including medications with human abuse potential
DOJ			U.S. Department of Justice
Domestic Environmental Solutions			Hazardous Waste Solutions and Manufacturing and Industrial Services (Divested April 2020)

DSO			Days Sales Outstanding as reported, defined as the average number of days that it takes a company to collect payment after revenue has been recorded, computed as the trailing twelve months of Revenues for the period ended, divided by the Accounts Receivable balance at the end of the period. Days Sales Outstanding, net of Deferred Revenues is similarly computed except Accounts Receivable balance is netted with Deferred Revenues.
DTSC			U.S. Department of Toxic Substances Control
EBITDA			Earnings Before Interest, Taxes, Depreciation & Amortization. Another common financial term utilized by Stericycle to analyze the core profitability of the business before interest, tax, depreciation and amortization

Enviri			Enviri Corporation, a Delaware Corporation, formerly known as Harsco Corporation
ERP			Enterprise Resource Planning
Exchange Act			U.S. Securities Exchange Act of 1934
FASB			Financial Accounting Standards Board
FCPA			U.S. Foreign Corrupt Practices Act
FCPA Settlement			FCPA settlement with the SEC, the DOJ and Brazil authorities of approximately $90 million and engagement of an independent compliance monitor for 2 years and self-reporting for additional year
International			Operating segment including ~~Europe, Middle East, Asia Pacific (Divested our~~Belgium, France, Germany, Ireland, Luxembourg, Portugal, Spain, and U.K. The following countries were divested in 2023: Australia, Brazil, Republic of Korea, ~~operations in June 2023, which was our last remaining Asia Pacific business)~~Romania, Singapore, and ~~Latin America (Divested our Brazil operations in April 2023, which was our last remaining Latin America business) Business operations outside of North America~~United Arab Emirates
IRS			U.S. Internal Revenue Service
LIBOR			London Interbank Offered Rate - benchmark interest rate that was replaced by SOFR
Net Debt			As defined in the Credit Agreement, adding back unamortized debt issuance costs, less cash and cash equivalents
North America			Operating segment ~~in North America,~~ including U.S., Canada and Puerto Rico
NOV			Notice of Violation

Other Costs			Represents corporate enabling and shared services costs, annual incentive and stock-based compensation
Purchase Agreement			Stock Purchase Agreement, dated as of February 6, 2020, by and between Stericycle, Inc., and the Harsco Corporation (now known as ~~Enviri Corporation)~~Enviri) and CEI Holding LLC, a Delaware limited liability company and subsidiary of Harsco Corporation (now known as ~~Enviri Corporation)~~Enviri)
PSU			Performance-based Restricted Stock Unit
RSU			Restricted Stock Unit
RWCS			Regulated Waste and Compliance Services, a business unit that provides regulated medical waste services
SEC			U.S. Securities and Exchange Commission
Senior Notes			5.375% ($600.0 million) Senior Notes due July 2024 and 3.875% ($500.0 million) Senior Notes due January ~~2029~~2029. July 2024 Senior Notes were redeemed in March 2024.
SG&A			Selling, general and administrative expenses
SID			Secure Information Destruction Services, a business unit that provides confidential customer material shredding services and recycling of shredded paper
SOFR			Secured Overnight Financing Rate - benchmark interest rate that replaced LIBOR
SOP			Sorted Office Paper
~~SQ Settlement~~			~~Small quantity medical waste customers class action settlement of $295.0 million~~
Term Facility			Aggregate amount of commitments made by any lender under the terms of the Credit Agreement
Term Loans			Advances made by any lender under the Term Facility
~~TSA~~			~~Transition Services Agreement~~
~~UAE~~			~~United Arab Emirates~~
U.S.			United States of America
U.S. GAAP			U.S. Generally Accepted Accounting Principles


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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

STERICYCLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME ~~(LOSS)~~

(Unaudited)

												In millions, except per share data
		Three Months Ended September 30,						Nine Months Ended September 30,
		2023			2022			2023		2022
In millions, except per share data
In millions, except per share data
				Three Months Ended March 31,									Three Months Ended March 31,
							2024							2024	2023
Revenues	Revenues	$	653.5		$	690.3		$	2,007.3	$	2,034.4
Cost of revenues	Cost of revenues	407.8			424.1			1,249.5		1,263.3
Gross profit	Gross profit	245.7			266.2			757.8		771.1
Selling, general and administrative expenses	Selling, general and administrative expenses	217.3			215.6			654.2		676.5
Divestiture losses, net (Note 3)		4.2			—			63.4		—
Divestiture losses, net (Note 4)

Income from operations
Income from operations
Income from operations	Income from operations	24.2			50.6			40.2		94.6
Interest expense, net	Interest expense, net	(17.4)			(19.8)			(56.9)		(54.6)

Other income (expense), net		0.1			2.3			(0.3)		0.8
Income (loss) before income taxes		6.9			33.1			(17.0)		40.8
Other income, net
Other income, net
Other income, net
Income before income taxes
Income tax expense	Income tax expense	(4.8)			(5.1)			(19.1)		(16.4)
Net income (loss)		2.1			28.0			(36.1)		24.4
Net income
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	(0.1)			—			(0.2)		(0.2)
Net income (loss) attributable to Stericycle, Inc. common shareholders		$	2.0		$	28.0		$	(36.3)	$	24.2
Net income attributable to Stericycle, Inc. common shareholders

Income (loss) per common share attributable to Stericycle, Inc. common shareholders:
Income per common share attributable to Stericycle, Inc. common shareholders:
Income per common share attributable to Stericycle, Inc. common shareholders:
Income per common share attributable to Stericycle, Inc. common shareholders:
Basic
Basic
Basic	Basic	$	0.02		$	0.30		$	(0.39)	$	0.26
Diluted	Diluted	$	0.02		$	0.30		$	(0.39)	$	0.26
Weighted average number of common shares outstanding:	Weighted average number of common shares outstanding:
Basic	Basic	92.5			92.2			92.4		92.1
Basic
Basic
Diluted	Diluted	92.9			92.4			92.4		92.4

See accompanying Notes to Condensed Consolidated Financial Statements.


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STERICYCLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~(LOSS)~~ INCOME

(Unaudited)


In millions	In millions
		Three Months Ended September 30,					Nine Months Ended September 30,
		2023		2022			2023		2022
Net income (loss)		$	2.1	$	28.0		$	(36.1)	$	24.4
In millions
In millions
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024					2024	2023
Net income

Other comprehensive (loss) income:	Other comprehensive (loss) income:
Other comprehensive (loss) income:
Other comprehensive (loss) income:
Currency translation adjustments	Currency translation adjustments	(21.8)		(65.4)			(7.8)		(120.3)
Cumulative currency translation loss realized from divestitures		1.0		—			70.6		—
Currency translation adjustments
Currency translation adjustments

Total other comprehensive (loss) income	Total other comprehensive (loss) income	(20.8)		(65.4)			62.8		(120.3)

Comprehensive (loss) income		(18.7)		(37.4)			26.7		(95.9)

Total other comprehensive (loss) income

Total other comprehensive (loss) income

Comprehensive income
Comprehensive income
Comprehensive income
Less: comprehensive income (loss) attributable to noncontrolling interests	Less: comprehensive income (loss) attributable to noncontrolling interests	0.1		(0.3)			(2.1)		(0.6)
Comprehensive (loss) income attributable to Stericycle, Inc. common shareholders		$	(18.8)	$	(37.1)		$	28.8	$	(95.3)
Comprehensive income attributable to Stericycle, Inc. common shareholders

See accompanying Notes to Condensed Consolidated Financial Statements.


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STERICYCLE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


In millions, except per share data	In millions, except per share data
		September 30, 2023		December 31, 2022
		March 31, 2024
		March 31, 2024
		March 31, 2024				December 31, 2023
ASSETS	ASSETS
Current Assets:	Current Assets:
Current Assets:
Current Assets:
Cash and cash equivalents	Cash and cash equivalents	$	29.7	$	56.0
Accounts receivable, less allowance for doubtful accounts of $47.1 in 2023 and $53.3 in 2022		465.6		414.5
Cash and cash equivalents
Cash and cash equivalents
Accounts receivable, less allowance for doubtful accounts of $47.2 in 2024 and $44.7 in 2023
Prepaid expenses	Prepaid expenses	39.9		33.2
Other current assets	Other current assets	52.0		55.0
Total Current Assets	Total Current Assets	587.2		558.7
Property, plant and equipment, less accumulated depreciation of $665.3 in 2023 and $657.7 in 2022		702.8		715.7
Property, plant and equipment, less accumulated depreciation of $680.2 in 2024 and $675.4 in 2023
Operating lease right-of-use assets	Operating lease right-of-use assets	442.7		398.9
Goodwill	Goodwill	2,738.5		2,784.9
Intangible assets, less accumulated amortization of $889.2 in 2023 and $823.3 in 2022		708.0		811.1
Intangible assets, less accumulated amortization of $948.8 in 2024 and $925.8 in 2023
Other assets	Other assets	66.9		64.8
Total Assets	Total Assets	$	5,246.1	$	5,334.1
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY
Current Liabilities:	Current Liabilities:
Current Liabilities:
Current Liabilities:
Current portion of long-term debt
Current portion of long-term debt
Current portion of long-term debt	Current portion of long-term debt	$	15.8	$	22.3
Bank overdrafts	Bank overdrafts	—		2.9
Accounts payable	Accounts payable	202.5		213.5
Accrued liabilities	Accrued liabilities	219.6		244.1
Operating lease liabilities	Operating lease liabilities	102.1		91.2
Deferred revenues	Deferred revenues	65.1		7.9
Other current liabilities	Other current liabilities	45.3		40.0
Total Current Liabilities	Total Current Liabilities	650.4		621.9
Long-term debt, net	Long-term debt, net	1,297.0		1,484.0
Long-term operating lease liabilities	Long-term operating lease liabilities	360.5		329.0
Deferred income taxes	Deferred income taxes	426.1		427.0
Long-term income taxes payable		9.4		11.8

Other liabilities
Other liabilities
Other liabilities	Other liabilities	26.4		35.9
Total Liabilities	Total Liabilities	2,769.8		2,909.6

Commitments and contingencies (Note 8 - Commitments and Contingencies)
Commitments and contingencies (Note 9 - Commitments and Contingencies)
Commitments and contingencies (Note 9 - Commitments and Contingencies)
Commitments and contingencies (Note 9 - Commitments and Contingencies)

EQUITY	EQUITY
Common stock (par value $0.01 per share, 120.0 shares authorized, 92.5 and 92.2 issued and outstanding in 2023 and 2022, respectively)		0.9		0.9
EQUITY
EQUITY
Common stock (par value $0.01 per share, 120.0 shares authorized, 92.8 and 92.6 issued and outstanding in 2024 and 2023, respectively)
Common stock (par value $0.01 per share, 120.0 shares authorized, 92.8 and 92.6 issued and outstanding in 2024 and 2023, respectively)
Common stock (par value $0.01 per share, 120.0 shares authorized, 92.8 and 92.6 issued and outstanding in 2024 and 2023, respectively)
Additional paid-in capital	Additional paid-in capital	1,312.0		1,285.4
Retained earnings	Retained earnings	1,374.5		1,410.8
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(211.8)		(276.9)
Total Stericycle, Inc.’s Equity	Total Stericycle, Inc.’s Equity	2,475.6		2,420.2
Noncontrolling interests	Noncontrolling interests	0.7		4.3
Total Equity	Total Equity	2,476.3		2,424.5
Total Liabilities and Equity	Total Liabilities and Equity	$	5,246.1	$	5,334.1

See accompanying Notes to Condensed Consolidated Financial Statements.


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STERICYCLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


In millions	In millions
		Nine Months Ended September 30,
		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
	2024					2024	2023
OPERATING ACTIVITIES:	OPERATING ACTIVITIES:
Net (loss) income		$	(36.1)	$	24.4
Adjustments to reconcile net (loss) income to net cash from operating activities:
Net income
Net income
Net income
Adjustments to reconcile net income to net cash from operating activities:
Depreciation
Depreciation
Depreciation	Depreciation	78.7		81.5
Intangible amortization	Intangible amortization	84.2		94.7

Stock-based compensation expense	Stock-based compensation expense	28.2		20.1
Stock-based compensation expense
Stock-based compensation expense
Deferred income taxes	Deferred income taxes	2.6		12.0

Divestiture losses, net	Divestiture losses, net	63.4		—
Asset impairments, (gain) loss on disposal of property plant and equipment and other charges		6.2		2.2
Divestiture losses, net
Divestiture losses, net
Asset impairments, loss (gain) on disposal of property plant and equipment and other charges
Other, net	Other, net	2.8		3.9
Changes in operating assets and liabilities:	Changes in operating assets and liabilities:
Accounts receivable
Accounts receivable
Accounts receivable	Accounts receivable	(63.1)		(60.3)
Prepaid expenses	Prepaid expenses	(8.3)		5.4
Accounts payable	Accounts payable	(3.2)		(9.4)
Accrued liabilities	Accrued liabilities	(11.6)		(101.5)
Deferred revenues	Deferred revenues	57.7		(0.1)
Other assets and liabilities	Other assets and liabilities	(8.2)		(29.8)
Net cash from operating activities	Net cash from operating activities	193.3		43.1
INVESTING ACTIVITIES:	INVESTING ACTIVITIES:
Capital expenditures	Capital expenditures	(102.2)		(106.0)
Capital expenditures
Capital expenditures

Proceeds from divestiture of businesses, net		84.6		1.6
(Payments) proceeds from (acquisition) divestiture of businesses, net
(Payments) proceeds from (acquisition) divestiture of businesses, net
(Payments) proceeds from (acquisition) divestiture of businesses, net
Other, net	Other, net	2.1		0.9
Net cash from investing activities	Net cash from investing activities	(15.5)		(103.5)
FINANCING ACTIVITIES:	FINANCING ACTIVITIES:
Repayments of long-term debt and other obligations	Repayments of long-term debt and other obligations	(11.3)		(9.8)
Proceeds from foreign bank debt		1.3		1.6
Repayments of long-term debt and other obligations
Repayments of long-term debt and other obligations

Repayments of foreign bank debt
Repayments of foreign bank debt
Repayments of foreign bank debt	Repayments of foreign bank debt	(0.3)		(1.7)

Repayments of term loan		(75.0)		—
Repayments of senior notes
Repayments of senior notes
Repayments of senior notes

Proceeds from credit facility	Proceeds from credit facility	862.7		1,018.8
Proceeds from credit facility
Proceeds from credit facility
Repayments of credit facility	Repayments of credit facility	(971.0)		(945.3)
(Repayments) proceeds of bank overdrafts, net		(2.9)		1.1
Repayments of bank overdrafts, net
Payments of finance lease obligations	Payments of finance lease obligations	(2.0)		(2.4)
Payments of debt issuance costs		—		(0.4)

Proceeds from issuance of common stock, net of (payments of) taxes from withheld shares
Proceeds from issuance of common stock, net of (payments of) taxes from withheld shares
Proceeds from issuance of common stock, net of (payments of) taxes from withheld shares	Proceeds from issuance of common stock, net of (payments of) taxes from withheld shares	(5.2)		(5.0)

Payments to noncontrolling interest
Payments to noncontrolling interest
Payments to noncontrolling interest	Payments to noncontrolling interest	(1.5)		(0.2)
Net cash from financing activities	Net cash from financing activities	(205.2)		56.7
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	1.1		(7.9)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	(26.3)		(11.6)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	56.0		55.6
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	29.7	$	44.0

SUPPLEMENTAL CASH FLOW INFORMATION:	SUPPLEMENTAL CASH FLOW INFORMATION:
SUPPLEMENTAL CASH FLOW INFORMATION:
SUPPLEMENTAL CASH FLOW INFORMATION:

Interest paid, net of capitalized interest

Interest paid, net of capitalized interest

Interest paid, net of capitalized interest	Interest paid, net of capitalized interest	$	67.1	$	64.3
Income taxes paid, net	Income taxes paid, net	$	18.4	$	3.0
Capital expenditures in Accounts payable	Capital expenditures in Accounts payable	$	24.6	$	25.6

See accompanying Notes to Condensed Consolidated Financial Statements.


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STERICYCLE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

In millions
Stericycle, Inc. Equity
Common Stock Additional Paid-In
Capital Retained Earnings Accumulated Other
Comprehensive (Loss) Income Noncontrolling Interests Total Equity
Shares Amount
Balance as of July 1, 2023 92.5 $ 0.9 $ 1,299.8 $ 1,372.5 $ (191.0) $ 0.6 $ 2,482.8
Net income — — — 2.0 — 0.1 2.1
Currency translation adjustment — — — — (21.8) — (21.8)
Cumulative currency translation loss realized from divestitures — — — — 1.0 — 1.0
Issuance of common stock for incentive stock programs, net of (payments of) taxes from withheld shares — — 1.8 — — — 1.8
Stock-based compensation expense — — 10.4 — — — 10.4
Changes in noncontrolling interest — — — — — — —
Balance as of September 30, 2023 92.5 $ 0.9 $ 1,312.0 $ 1,374.5 $ (211.8) $ 0.7 $ 2,476.3
In millions
Stericycle, Inc. Equity
Common Stock Additional Paid-In
Capital Retained Earnings Accumulated Other
Comprehensive (Loss) Income Noncontrolling Interests Total Equity
Shares Amount
Balance as of July 1, 2022 92.1 $ 0.9 $ 1,271.2 $ 1,351.0 $ (273.2) $ 3.8 $ 2,353.7
Net income — — — 28.0 — — 28.0
Currency translation adjustment — — — — (65.1) (0.3) (65.4)
Issuance of common stock for incentive stock programs, net of (payments of) taxes from withheld shares 0.1 — 2.1 — — — 2.1
Stock-based compensation expense — — 7.5 — — — 7.5
Changes in noncontrolling interest — — — — — (0.2) (0.2)
Balance as of September 30, 2022 92.2 $ 0.9 $ 1,280.8 $ 1,379.0 $ (338.3) $ 3.3 $ 2,325.7


In millions
	Stericycle, Inc. Equity
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance as of December 31, 2023	92.6	$	0.9	$	1,316.7	$	1,389.4	$	(184.5)	$	0.4	$	2,522.9
Net income	—	—		—		13.1		—		—		13.1
Currency translation adjustment	—	—		—		—		(11.5)		—		(11.5)





Issuance of common stock for incentive stock programs, net of (payments of) taxes from withheld shares	0.2	—		(4.1)		—		—		—		(4.1)
Stock-based compensation expense	—	—		2.7		—		—		—		2.7

Balance as of March 31, 2024	92.8	$	0.9	$	1,315.3	$	1,402.5	$	(196.0)	$	0.4	$	2,523.1

In millions
	Stericycle, Inc. Equity
	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance as of December 31, 2022	92.2	$	0.9	$	1,285.4	$	1,410.8	$	(276.9)	$	4.3	$	2,424.5
Net income	—	—		—		11.2		—		0.1		11.3
Currency translation adjustment	—	—		—		—		10.2		(2.3)		7.9
Issuance of common stock for incentive stock programs, net of (payments of) taxes from withheld shares	0.2	—		(3.1)		—		—		—		(3.1)
Stock-based compensation expense	—	—		6.9		—		—		—		6.9
Changes in noncontrolling interest	—	—		—		—		—		(1.5)		(1.5)
Balance as of March 31, 2023	92.4	$	0.9	$	1,289.2	$	1,422.0	$	(266.7)	$	0.6	$	2,446.0

See accompanying Notes to Condensed Consolidated Financial Statements.


~~2023 Q3~~2024 Q1 10-Q Report			Stericycle, Inc. ●			9

~~Table of Contents~~

~~STERICYCLE, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY~~

~~(Unaudited)~~

In millions
Stericycle, Inc. Equity
Common Stock Additional Paid-In
Capital Retained Earnings Accumulated Other
Comprehensive (Loss) Income Noncontrolling Interests Total Equity
Shares Amount
Balance as of December 31, 2022 92.2 $ 0.9 $ 1,285.4 $ 1,410.8 $ (276.9) $ 4.3 $ 2,424.5
Net (loss) income — — — (36.3) — 0.2 (36.1)
Currency translation adjustment — — — — (5.5) (2.3) (7.8)
Cumulative currency translation loss realized from divestitures — — — — 70.6 — 70.6
Issuance of common stock for incentive stock programs, net of (payments of) taxes from withheld shares 0.3 — (1.6) — — — (1.6)
Stock-based compensation expense — — 28.2 — — — 28.2
Changes in noncontrolling interest — — — — — (1.5) (1.5)
Balance as of September 30, 2023 92.5 $ 0.9 $ 1,312.0 $ 1,374.5 $ (211.8) $ 0.7 $ 2,476.3
In millions
Stericycle, Inc. Equity
Common Stock Additional Paid-In
Capital Retained Earnings Accumulated Other
Comprehensive Loss Noncontrolling Interests Total Equity
Shares Amount
Balance as of December 31, 2021 91.9 $ 0.9 $ 1,261.8 $ 1,354.8 $ (218.8) $ 4.1 $ 2,402.8
Net income — — — 24.2 — 0.2 24.4
Currency translation adjustment — — — — (119.5) (0.8) (120.3)
Issuance of common stock for incentive stock programs, net of (payments of) taxes from withheld shares 0.3 — (1.1) — — — (1.1)
Stock-based compensation expense — — 20.1 — — — 20.1
Changes in noncontrolling interest — — — — — (0.2) (0.2)
Balance as of September 30, 2022 92.2 $ 0.9 $ 1,280.8 $ 1,379.0 $ (338.3) $ 3.3 $ 2,325.7

~~See accompanying Notes to Condensed Consolidated Financial Statements.~~


~~2023 Q3 10-Q Report~~			~~Stericycle, Inc. ●~~			10

Table of Contents

STERICYCLE, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Summary of Significant Accounting Policies

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements include the accounts of Stericycle, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's condensed consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenues, and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as “Noncontrolling interests”.

The accompanying unaudited condensed consolidated financial statements as of ~~September 30, 2023~~March 31, 2024 and for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ have been prepared pursuant to the rules and regulations of the SEC for interim reporting and, therefore, do not include all information and footnote disclosures normally included in audited financial statements prepared in conformity with U.S. GAAP. In the opinion of management, however, all adjustments, consisting of normal recurring adjustments necessary to present fairly the results of operations, financial position and cash flows have been made. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the ~~2022~~2023 Form 10-K. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year or any other period.

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Some areas where the Company makes estimates include allowance for doubtful accounts, credit memo reserves, contingent liabilities, asset retirement obligations, stock compensation expense, income tax assets and liabilities, accrued employee health and welfare benefits, accrued auto and workers’ compensation self-insured claims, leases, acquisition related long-lived assets, goodwill and held for sale impairment valuations. Such estimates are based on historical trends and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Accounting Standards Issued But Not Yet Adopted

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact on disclosures in our Notes to Condensed Consolidated Financial Statements.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires greater disaggregation of information in the rate reconciliation and the disclosure of income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact on disclosures in our Notes to Condensed Consolidated Financial Statements.

NOTE 2 — REVENUES FROM CONTRACTS WITH CUSTOMERS

The Company provides RWCS, which provide collection and processing of regulated and specialized waste, including medical, pharmaceutical and hazardous waste, for disposal and compliance programs and SID services, which provide for the collection of personal and confidential information for secure destruction and recycling of shredded paper.


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Table of Contents

The Company’s customers typically enter into a contract for the provision of services on a regular and scheduled basis, e.g., weekly, monthly or on an as needed basis over the contract term, e.g., one-time service. Under the contract terms, the Company receives fees based on a monthly, quarterly or annual rate and/or fees based on contractual rates depending upon measures including the volume, weight, and type of ~~waste, number and size of containers collected, and weight and type of shredded paper.~~waste.

Amounts are invoiced based on the terms of the underlying contract either on a regular basis, e.g., monthly or quarterly, or as services are performed and are generally due within a short period of time after invoicing based upon normal terms and conditions for our business type and the geography of the services performed.


~~2023 Q3 10-Q Report~~			~~Stericycle, Inc. ●~~			11

~~Table of Contents~~

Disaggregation of Revenue

The following table presents revenues disaggregated by service and reportable segments:


In millions	In millions
		Three Months Ended September 30,					Nine Months Ended September 30,
		2023		2022			2023		2022
In millions
In millions
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024					2024	2023
Revenue by Service	Revenue by Service
Regulated Waste and Compliance Services
Regulated Waste and Compliance Services
Regulated Waste and Compliance Services	Regulated Waste and Compliance Services	$	439.9	$	447.8		$	1,335.9	$	1,348.9
Secure Information Destruction Services	Secure Information Destruction Services	213.6		242.5			671.4		685.5
Total Revenues	Total Revenues	$	653.5	$	690.3		$	2,007.3	$	2,034.4
North America	North America
Regulated Waste and Compliance Services	Regulated Waste and Compliance Services	$	368.0	$	369.7		$	1,103.1	$	1,097.5
Regulated Waste and Compliance Services
Regulated Waste and Compliance Services
Secure Information Destruction Services	Secure Information Destruction Services	189.1		215.1			592.6		599.7
Total North America Segment	Total North America Segment	$	557.1	$	584.8		$	1,695.7	$	1,697.2
International	International
Regulated Waste and Compliance Services	Regulated Waste and Compliance Services	$	71.9	$	78.1		$	232.8	$	251.4
Regulated Waste and Compliance Services
Regulated Waste and Compliance Services
Secure Information Destruction Services	Secure Information Destruction Services	24.5		27.4			78.8		85.8
Total International Segment	Total International Segment	$	96.4	$	105.5		$	311.6	$	337.2

Deferred Revenues

Deferred revenues are recognized when cash payments are received or when the Company bills for services in advance of performance. Deferred revenues as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, were ~~$65.1~~$70.1 million and ~~$7.9~~$72.6 million, respectively. Beginning in the third quarter of 2023, the Company advanced billings for certain Regulated Waste and Compliance services. Deferred revenues are classified within current liabilities since the revenues are earned within 12 months and there are no significant financing components.

Contract Acquisition Costs

The Company’s incremental direct costs of obtaining a contract, which consist primarily of sales incentives, are deferred and amortized to SG&A over a weighted average estimated period of benefit of 6.5 years.

During the three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ the Company amortized ~~$4.2~~$4.4 million and ~~$3.8 million, respectively, of deferred sales incentives to SG&A. During the nine months ended September 30, 2023 and 2022, the Company amortized $12.3 million and $10.8~~$4.0 million, respectively, of deferred sales incentives to SG&A.

Total contract acquisition costs, net of accumulated amortization, were classified as follows:


In millions	In millions					In millions
		September 30, 2023		December 31, 2022			March 31, 2024	December 31, 2023
Other current assets	Other current assets	$	15.7	$	14.2
Other assets	Other assets	45.2		40.5
Total contract acquisition costs	Total contract acquisition costs	$	60.9	$	54.7

Allowance for Doubtful Accounts

The Company estimates its allowance for doubtful accounts based on past collection history and specific risks identified among uncollected amounts, as well as management’s expectation of future economic conditions. If current or expected future economic trends, events, or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when the Company’s collection efforts have been exhausted.


~~2023 Q3~~2024 Q1 10-Q Report			Stericycle, Inc. ●			1211

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The changes in allowance for doubtful accounts were reported as follows:


In millions	In millions
		Nine Months Ended September 30,
		2023		2022
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
	2024					2024	2023
Beginning Balance	Beginning Balance	$	53.3	$	43.3
Bad debt expense, net of recoveries	Bad debt expense, net of recoveries	10.1		25.4
Write-offs	Write-offs	(12.2)		(9.8)
Other changes(1)	Other changes(1)	(4.1)		(0.3)
Ending Balance	Ending Balance	$	47.1	$	58.6

(1)Amounts consist primarily of ~~2023 divestitures of $6.4 million (principally Brazil) and~~foreign currency translation adjustments.

NOTE 3 — ~~RESTRUCTURING, DIVESTITURES, AND ASSET IMPAIRMENTS~~ACQUISITION

The Company acquired a southeastern U.S. regulated waste business on January 31, 2024, which is considered to be complementary to existing operations and aligns with the Company’s strategic capital allocation strategy. There were no acquisitions in 2023.

The results of operations of this acquired business has been included in the Condensed Consolidated Statements ofIncome from the date of the acquisition. Pro forma results of operations for this acquisition are not presented because the pro forma effects were not material to the Company’s consolidated results.

The following table summarizes the acquisition date fair value of consideration transferred for the acquisition completed during the three months ended March 31:


In millions
	2024
Cash	$	14.0
Promissory Notes	1.8
Total purchase price	$	15.8

The total purchase consideration has been preliminarily allocated to the assets and liabilities acquired based upon their estimated fair values as of the acquisition date, with the excess of the purchase price over the net assets acquired recorded as goodwill based on the strategic benefits to be achieved and is deductible for tax purposes. We are in the process of valuing all of the assets acquired in the acquisition and until we have completed our valuation process, there may be adjustments to our estimates of fair value and resulting preliminary purchase price allocations, specifically those related to intangibles.

The following table summarizes the preliminary purchase price allocation for the acquisition completed during the three months ended March 31:


In millions
	2024
Fixed assets	$	1.2
Intangibles (Customer Lists)	6.1
Goodwill	8.2
Other assets and liabilities, net	0.3
Total purchase price	$	15.8

The customer lists intangible has an estimated useful life of 15 years.

NOTE 4 — RESTRUCTURING AND DIVESTITURES

Restructuring – Operational Optimization:

In ~~October 2023,~~February 2024, the Company recognized Operational Optimization severance charges of approximately ~~$3.0~~$5.6 million ~~split between its~~related to a workforce reduction, within our North America and International ~~segments, related to headcount reduction.~~segments.

~~North America~~ Divestiture

On December 1, 2022, the Company completed the sale of its Communication Solutions business for cash proceeds of approximately $45.0 million. The transaction resulted in a pre-tax gain of $15.6 million in the fourth quarter of 2022. In connection with the transaction, the Company entered into certain additional ancillary agreements including a TSA, for up to 12 months. The Company allocated and deferred $1.4 million of the proceeds, which will be recognized over the duration of the TSA period offsetting the expenses incurred to deliver TSA services not reimbursed by the buyer.

~~International Divestitures~~

On October 6, 2023, the Company exited its operations in Romania for nominal consideration which resulted in a third-quarter assets-held-for-sale impairment charges of $4.2 million, of which $1.0 million relates to the reclassification of non-cash accumulated currency translation adjustments to earnings. The impairment charge is included in Divestiture losses, net in the Condensed Consolidated Statements of Income (Loss).

On July 25, 2023 and August 10, 2023, respectively, the Company exited its dental recycling business in the Netherlands and its SID joint venture in the UAE for nominal consideration which resulted in second quarter pre-tax charges of $1.5 million.

On June 1, 2023, the Company exited its operations in the Republic of Korea, for cash proceeds of approximately $109.3 million. The transaction resulted in a second quarter divestiture pre-tax gain of $50.8 million, of which $2.7 million of gain related to the reclassification of non-cash accumulated currency translation adjustments to earnings.

On May 24, 2023, the Company exited its operations in Australia and Singapore, for cash proceeds of approximately $2.9 million. The transaction resulted in a second quarter divestiture pre-tax loss of $7.3 million, of which $2.2 million of loss related to the reclassification of non-cash accumulated currency translation adjustments to earnings.

On April 20, 2023, the Company exited its operations in Brazil for cash consideration to the acquirer of approximately $28 million. The transaction resulted in a second quarter divestiture pre-tax loss of $96.2 million, of which $70.1 million of loss related to the reclassification of non-cash accumulated currency translation adjustments to earnings. In connection with the agreement, the Company entered into a TSA with the acquirer for a period of up to six months. The agreement provides for indemnifications to the acquirer against certain liabilities.

On January 19, 2023, the Company exited its International container manufacturing operations, for cash proceeds of approximately $2.2 million. The transaction resulted in a first quarter of 2023 divestiture pre-tax loss of $5.0 million. ~~In connection with the transaction, the Company entered into certain additional ancillary agreements, including an exclusive two-year supply agreement for containers.~~


~~2023 Q3~~2024 Q1 10-Q Report			Stericycle, Inc. ●			1312

Table of Contents

~~Stericycle recognized the following International pre-tax Divestiture losses (gains), net in the Condensed Consolidated Statements of Income (Loss):~~

In millions
Three Months Ended September 30, 2023 Nine Months Ended September 30, 2023
Loss - pre-cumulative currency translation Cumulative currency translation loss realized Total loss Loss (gain) - pre-cumulative currency translation Cumulative currency translation loss (gain) realized Total loss (gain)
Divestitures
International Segment
Romania Operations $ 3.2 $ 1.0 $ 4.2 $ 3.2 $ 1.0 $ 4.2
UAE Joint Venture — — — 0.5 — 0.5
Netherlands Dental Operations — — — 1.0 — 1.0
Republic of Korea Operations — — — (48.1) (2.7) (50.8)
Australia and Singapore Operations — — — 5.1 2.2 7.3
Brazil Operations — — — 26.1 70.1 96.2
International Container Manufacturing Operations — — — 5.0 — 5.0
Divestiture losses (gains), net $ 3.2 $ 1.0 $ 4.2 $ (7.2) $ 70.6 $ 63.4

~~Revenues of the completed divestiture transactions in 2023, each individually contributed less than 1% or in aggregate approximately 3.5% of consolidated revenues in the year ended December 31, 2022.~~

~~Asset Impairments~~

~~In the three and nine months ended September 30, 2023, the Company recognized an impairment in SG&A of $3.1 million in International associated with certain intangible assets in Spain.~~

In the nine months ended September 30, 2023, the Company recognized an impairment in COR of $3.4 million in International associated with certain long-lived assets, primarily property, plant and equipment in Romania.

~~In the three and nine months ended September 30, 2022, the Company recognized an impairment in SG&A of $2.0 million associated with exiting certain North American office facilities.~~

NOTE 45 — DEBT

The Company’s long-term debt consisted of the following:


In millions	In millions					In millions
	March 31, 2024						March 31, 2024	December 31, 2023
$1.2 billion Credit Facility, due in 2026
$125 million Term Loan, due in 2026
$600 million Senior Notes, due in 2024 (redeemed in March 2024)
$500 million Senior Notes, due in 2029
Promissory notes and deferred consideration weighted average maturity of 2.5 years at 2024 and 2.6 years at 2023
		September 30, 2023		December 31, 2022
$1.2 billion Credit Facility, due in 2026		$	45.2	$	154.1
$200 million Term Loan, due in 2026		125.0		200.0
$600 million Senior Notes, due in 2024		600.0		600.0
$500 million Senior Notes, due in 2029		500.0		500.0
Promissory notes and deferred consideration weighted average maturity of 2.9 years at 2023 and 3.4 years at 2022		33.3		44.7
Foreign bank debt weighted average maturity 0 years at 2023 and 5.0 years at 2022		1.0		0.4
Obligations under finance leases
Obligations under finance leases
Obligations under finance leases	Obligations under finance leases	16.9		18.2
Total debt	Total debt	1,321.4		1,517.4
Less: current portion of total debt	Less: current portion of total debt	15.8		22.3
Less: unamortized debt issuance costs	Less: unamortized debt issuance costs	8.6		11.1
Long-term portion of total debt	Long-term portion of total debt	$	1,297.0	$	1,484.0

The estimated fair value of our debt approximated ~~$1.2~~$1.4 billion and ~~$1.4~~$1.3 billion as of ~~September 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, respectively. These fair value amounts were estimated using an income approach by applying market interest rates for comparable instruments and developed based on inputs classified as Level 2.2 in accordance with the fair value measurements accounting guidance.


~~2023 Q3 10-Q Report~~			~~Stericycle, Inc. ●~~			14

~~Table of Contents~~

The weighted average interest rates on long-term debt, excluding finance leases, were as follows:


		Nine Months Ended September 30, 2023		Year Ended December 31, 2022
	Three Months Ended March 31, 2024								Three Months Ended March 31, 2024			Year Ended December 31, 2023
$1.2 billion Credit Facility, due in 2026 (variable rate)	$1.2 billion Credit Facility, due in 2026 (variable rate)	6.82	%	5.92	%	$1.2 billion Credit Facility, due in 2026 (variable rate)	6.93	%		6.85	%
$200 million Term Loan, due in 2026 (variable rate)		6.62	%	5.88	%
$600 million Senior Notes, due in 2024 (fixed rate)		5.38	%	5.38	%
$125 million Term Loan, due in 2026 (variable rate)						$125 million Term Loan, due in 2026 (variable rate)	6.63	%		6.66	%
$600 million Senior Notes, due in 2024 (fixed rate) (redeemed in March 2024)						$600 million Senior Notes, due in 2024 (fixed rate) (redeemed in March 2024)	5.38	%		5.38	%
$500 million Senior Notes, due in 2029 (fixed rate)	$500 million Senior Notes, due in 2029 (fixed rate)	3.88	%	3.88	%	$500 million Senior Notes, due in 2029 (fixed rate)	3.88	%		3.88	%
Promissory notes and deferred consideration (fixed rate)	Promissory notes and deferred consideration (fixed rate)	4.81	%	3.49	%	Promissory notes and deferred consideration (fixed rate)	3.43	%		3.54	%
Foreign bank debt (fixed rate)		N/A		9.80	%

The Credit Agreement contains, among other covenants, a financial covenant requiring maintenance of a maximum Credit Agreement ~~defined~~Defined Debt Leverage Ratio of 4.00 to 1.00 ~~for any fiscal quarter ending on or after September 30, 2022,~~ which includes, among other provisions, $50.0 million of cash ~~add backs~~add-backs to EBITDA with respect to any four fiscal quarter period ending on or before December 31, 2023. As of ~~September 30, 2023,~~March 31, 2024, the Company was in compliance with its financial covenants. The Credit Agreement Defined Debt Leverage Ratio was ~~2.84~~3.51 to 1.00, which was below the allowed maximum ratio of 4.00 to 1.00 as set forth in the amended Credit Agreement. IfExpiration of the ~~Company's 2024 Senior Notes are still outstanding 91 days prior~~$50.0 million of such cash add-backs to ~~their respective maturity date (the “Springing Maturity Date”), then~~EBITDA contributed approximately 30 points of increase to the Credit Agreement ~~maturity date will be~~Defined Debt Leverage ratio as of March 31, 2024 compared to December 31, 2023.

On February 1, 2024, the ~~Springing Maturity Date.~~

~~The~~ Company ~~currently has the ability and intent~~issued a redemption notice to ~~refinance the 2024~~2019 Senior Notes holders for redemption of all of the $600 million aggregate principal amount of the outstanding 2019 Senior Notes, and on ~~a long-term basis through available capacity under its~~March 14, 2024 completed the redemption with borrowings from the Revolving Credit ~~Facility. Therefore,~~facility. The refinancing of the 2019 Senior Notes using the Revolving Credit Facility converted the long-term debt from fixed rate to variable rate as of ~~September 30, 2023,~~ the ~~2024 Senior Notes remain classified as Long-Term Debt in the Condensed Consolidated Financial Statements.~~

~~Second Amendment~~redemption date.

On June 15, 2023, we entered into a Second Amendment to the Credit Agreement. Among other provisions, the Second Amendment modifies the pricing reference from the Eurocurrency Rate Loans (LIBOR) to Term SOFR Loans as defined in the Credit Agreement and allows for higher capital leases ~~now~~ capped at $200 million in the aggregate.

Amounts committed to outstanding letters of credit and the unused portion of the Company's Senior Credit Facility were as follows:

In millions

September 30, 2023

December 31, 2022

March 31, 2024

December 31, 2023

Outstanding letters of credit under Credit Facility

59.0

60.1

Unused portion of the Credit Facility

1,095.8

985.7


2024 Q1 10-Q Report			Stericycle, Inc. ●			13

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NOTE 56 — INCOME TAXES

The Company reported income tax expense of ~~$4.8~~$7.4 million and ~~$5.1~~$8.5 million for the three months ended ~~September 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. The effective tax rates for the three months ended ~~September 30,~~March 31, 2024 and 2023 were 36.1% and ~~2022 were 69.6% and 15.4%~~42.9%, respectively. The effective tax rate for the three months ended ~~September 30, 2023~~March 31, 2024 reflects ~~(i) losses in jurisdictions that are not eligible for tax benefits on account of valuation allowances, (ii) the impact from net non-deductible losses from divestitures, and (iii)~~ equity-based compensation awards expiring without a tax ~~benefit, partially offset by (iv) the tax benefit associated with the U.S. federal research and development tax credit.~~benefit. The effective tax rate for the three months ended ~~September 30, 2022,~~March 31, 2023 reflects (i) the tax benefit from the release of uncertain tax position reserves and (ii) the tax benefit associated with the U.S. federal research and development tax credit, partially offset by (iii) losses in jurisdictions that are not eligible for tax benefits on account of valuation allowances, and (iv) equity-based compensation awards expiring without a tax ~~benefit.~~

~~The Company reported income tax expense of $19.1 million~~benefit and $16.4 million for the nine months ended September 30, 2023 and 2022, respectively. The effective tax rates for the nine months ended September 30, 2023 and 2022 were (112.4)% and 40.2%, respectively. The effective tax rate for the nine months ended September 30, 2023 reflects a loss from operations before tax and additionally (i) the impact from net non-deductible losses from divestitures, (ii) losses in jurisdictions that are not eligible for tax benefits on account of valuation allowances, and (iii) equity-based compensation awards expiring without a tax benefit. The effective tax rate for the nine months ended September 30, 2022 reflects (i) losses in jurisdictions that are not eligible for tax benefits on account of valuation allowances, and (ii) equity-based compensation awards expiring without a tax benefit, partially offset by (iii) the tax benefit from the release of uncertain tax position reserves.allowances.


~~2023 Q3 10-Q Report~~			~~Stericycle, Inc. ●~~			15

~~Table of Contents~~

NOTE 67 — EARNINGS ~~(LOSS)~~ PER COMMON SHARE

Basic earnings ~~(loss)~~ per share is computed by dividing Net income ~~(loss)~~ by the number of weighted average common shares outstanding during the reporting period. Diluted earnings ~~(loss)~~ per share is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period, only in the periods in which such effect is dilutive.

The following table shows the effect of stock-based awards on the weighted average number of shares outstanding used in calculating diluted earnings ~~(loss)~~ per share:

In millions of shares
Three Months Ended September 30, Nine Months Ended September 30,
2023 2022 2023 2022
Weighted average common shares outstanding - basic 92.5 92.2 92.4 92.1
Incremental shares outstanding related to stock-based awards (1)
0.4 0.2 — 0.3
Weighted average common shares outstanding - diluted 92.9 92.4 92.4 92.4

~~(1)In periods of net loss, stock-based awards are anti-dilutive and therefore excluded from the loss per share calculation.~~


In millions of shares
	Three Months Ended March 31,
		2024	2023
Weighted average common shares outstanding - basic		92.6	92.3
Incremental shares outstanding related to stock-based awards		0.4	0.4
Weighted average common shares outstanding - diluted		93.0	92.7

Anti-dilutive stock-based awards excluded from the computation of diluted earnings ~~(loss)~~ per share using the treasury stock method include the following:

								In thousands of shares
		Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023	2022
In thousands of shares
In thousands of shares
			Three Months Ended March 31,						Three Months Ended March 31,
					2024					2024	2023
Option awards	Option awards	711		1,153		780	1,297
RSU awards	RSU awards	98		397		1	115

PSUs are offered to key employees and are subject to achievement of specified performance conditions. Contingently issuable shares are excluded from the computation of diluted earnings ~~(loss)~~ per share based on current period results. The shares would not be issuable if the end of the quarter were the end of the contingency period. If such goals are not met, no compensation expense is recognized, and any previously recognized compensation expense is reversed.

NOTE 78 — SEGMENT REPORTING

The Company evaluates, oversees, and manages the financial performance of two operating and reportable segments – North America and International.

The following tables show financial information for the Company's reportable segments (see Note 2 – Revenues from Contracts with Customers for segment revenues):

												In millions
		Three Months Ended September 30,						Nine Months Ended September 30,
		2023			2022			2023		2022
In millions
In millions
				Three Months Ended March 31,									Three Months Ended March 31,
							2024							2024	2023

Adjusted Income from Operations	Adjusted Income from Operations

Adjusted Income from Operations

Adjusted Income from Operations
North America
North America
North America	North America	$	143.5		$	160.4		$	460.3	$	443.9
International	International	8.9			7.4			27.6		27.2
Other Costs	Other Costs	(82.1)			(75.8)			(256.9)		(238.1)
Total Adjusted Income from Operations	Total Adjusted Income from Operations	$	70.3		$	92.0		$	231.0	$	233.0


~~2023 Q3~~2024 Q1 10-Q Report			Stericycle, Inc. ●			1614

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The following table reconciles the Company's primary measure of segment profitability, Adjusted Income from Operations, to Income from operations:

												In millions
		Three Months Ended September 30,						Nine Months Ended September 30,
		2023			2022			2023		2022
In millions
In millions
				Three Months Ended March 31,									Three Months Ended March 31,
							2024							2024	2023
Total Reportable Segment Adjusted Income from Operations	Total Reportable Segment Adjusted Income from Operations	$	70.3		$	92.0		$	231.0	$	233.0
Adjusting Items:	Adjusting Items:
ERP and System Modernization	ERP and System Modernization	(4.8)			(3.9)			(12.9)		(13.0)
ERP and System Modernization
ERP and System Modernization
Intangible Amortization	Intangible Amortization	(27.9)			(31.5)			(84.2)		(94.7)
Operational Optimization
Portfolio Optimization

Portfolio Optimization		(5.0)			(1.4)			(64.8)		(2.7)

Litigation, Settlements and Regulatory Compliance	Litigation, Settlements and Regulatory Compliance	(5.3)			(2.6)			(22.4)		(26.0)

Asset Impairments		(3.1)			(2.0)			(6.5)		(2.0)
Litigation, Settlements and Regulatory Compliance

Litigation, Settlements and Regulatory Compliance

Income from operations	Income from operations	$	24.2		$	50.6		$	40.2	$	94.6

Income from operations

Income from operations

The Company is currently evaluating the impact of ASU 2023-07 on disclosures to our Condensed Consolidated Financial Statements, which is not expected to be material. See Note 1 – Basis of Presentation and Summary of Significant Accounting Policies for further information.

NOTE 89 — COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company operates in highly regulated industries and responds to regulatory inquiries or investigations from time to time that may be initiated for a variety of reasons. At any given time, the Company has matters at various stages of resolution with the applicable government authorities. The Company is also routinely involved in actual or threatened legal actions, including those involving alleged personal injuries and commercial, employment, environmental, tax, and other issues. The outcomes of these matters are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, claimants seek damages, as well as other relief, including injunctive relief, that could require significant expenditures or result in lost revenue.

In accordance with applicable accounting standards, the Company establishes an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and reasonably estimable. If the reasonable estimate of a probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is not probable or a probable loss is not reasonably estimable, no liability is recorded. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. These accruals represent management’s best estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. Estimates of probable losses resulting from litigation and regulatory proceedings are difficult to predict. Legal and regulatory matters inherently involve significant uncertainties based on, among other factors, the jurisdiction and stage of the proceedings, developments in the applicable facts or law, and the unpredictability of the ultimate determination of the merits of any claim, any defenses the Company may assert against that claim, and the amount of any damages that may be awarded. The Company’s accrued liabilities for loss contingencies related to legal and regulatory matters may change in the future as a result of new developments, including, but not limited to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered facts relevant to the matter, or changes in the strategy for the matter. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

~~Contract Class Action and Opt Out Lawsuits.~~ Beginning on March 12, 2013, the Company was served with several class action complaints filed in federal and state courts in several jurisdictions. These complaints asserted, among other things, that the Company had imposed unauthorized or excessive price increases and other charges on its customers in breach of its contracts and in violation of the Illinois Consumer Fraud and Deceptive Business Practices Act. The complaints sought certification of the lawsuit as a class action and the award to class members of appropriate damages and injunctive relief. These related actions were ultimately transferred to the United States District Court for the Northern District of Illinois for centralized pretrial proceedings.

The parties reached a settlement agreement, as previously disclosed, which obtained court approval on March 8, 2018. Under the terms of the SQ Settlement, the Company admitted no fault or wrongdoing whatsoever, and it entered into the SQ Settlement to avoid the cost and uncertainty of litigation.

Certain class members who have opted out of the SQ Settlement have filed lawsuits against the Company, and the Company has reached a settlement in principle with the plaintiffs in the remaining opt out actions, subject to documentation. The Company has made an accrual in respect of these collective matters consistent with its accrual policies described above, which is not material.


~~2023 Q3 10-Q Report~~			~~Stericycle, Inc. ●~~			17

~~Table of Contents~~

Government Investigations.As previously reported, the Company entered into a deferred prosecution agreement (“DPA”) with the DOJ in 2022 in connection with its resolution of investigations by the DOJ, SEC, and various authorities in Brazil relating to the Company’s compliance with the FCPA ~~and~~or other anti-corruption laws with respect to operations in Latin America. Under the DPA, the DOJ agreed to defer criminal prosecution of the Company for a period of three years for charges of conspiring to violate the anti-bribery and books and records provisions of the FCPA. If the Company remains in compliance with the DPA during its ~~three~~-year term, the deferred charge against the Company will be dismissed with prejudice. Under the Company's settlement with the SEC, the Company entered into an administrative resolution with the SEC with respect to violations of the anti-bribery, books and records and internal controls provisions of the FCPA. The Company also agreed to pay fines, penalties and disgorgement to the DOJ, SEC and various Brazil authorities in a total amount of approximately $90 million. In April 2023, the last settlement with a foreign authority obtained final approval. In the second quarter of 2023, the Company substantially completed its payment obligations under the settlements. In addition, under the settlements with the DOJ and with the SEC, the Company has engaged an independent compliance monitor for two years and will undertake compliance with self-reporting obligations for an additional year. If the Company remains in compliance with the DPA during the remainder of its three-year term, deferred charges against the Company will be dismissed with prejudice.


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The Company is cooperating with an investigation by the office of the United States Attorney for the Southern District of New York (“SDNY”) and the United States Environmental Protection Agency into the Company’s historical compliance with federal environmental statutes, including the Resource Conservation and Recovery Act, in connection with the collection, transportation and disposal of hazardous waste by the Company’s former Domestic Environmental Solutions business unit. The Company has made an accrual in respect of this matter consistent with its accrual policies described above, which is not material.

The Company understands that the SDNY investigation discussed above also concerned allegations of False Claims Act (“FCA”) violations made in a qui tam action filed under seal in the United States District Court for the Southern District of New York, purportedly on behalf of the United States, California and several other states. The Company understands that the United States, California, and the other states named in the qui tam action have completed their investigations into alleged FCA violations and have declined to participate in the qui tam action. The Company has not been served with the qui tam Complaint but intends to defend itself vigorously if the qui tam relator pursues its action. The Company has not accrued any amounts in respect of this action and cannot estimate the reasonably possible loss or any range of reasonably possible losses that the Company may incur. The Company is unable to make such an estimate because, based on what the Company knows now, in the Company’s judgment, the factual and legal issues presented in this matter are sufficiently unique that the Company is unable to identify other circumstances sufficiently comparable to provide guidance in making estimates.

Environmental, Regulatory and Indemnity Matters. The Company is subject to various federal, state and local laws and regulations. In the ordinary course of business, we are routinely involved in government enforcement proceedings, private lawsuits, and other matters alleging non-compliance by the Company with applicable law. The issues involved in these proceedings generally relate to alleged violations of existing permits or other requirements, or alleged liability due to our current operations, pre-existing conditions at the locations where we operate, and/or successor or predecessor liability associated with our portfolio optimization strategy. From time to time, the Company may be subject to fines or penalties in regulatory proceedings relating primarily to waste treatment, storage or disposal facilities.

Enviri Indemnification.Effective April 6, 2020, the Company completed the divestiture of its Domestic Environmental Solutions business to Enviri Corporation. Pursuant to the Purchase Agreement, the Company may have liability under certain indemnification claims for matters relating to the Domestic Environmental Solutions business, including potentially with respect to the SDNY investigation described above, the DEA Investigation matter discussed below, and other matters. Consistent with its accrual policies described previously, the Company has made accruals on various of these matters, which are neither individually nor collectively material.

Rancho Cordova, California, NOVs. On June 25 and 26, 2018, the California DTSC conducted a Compliance Enforcement Inspection of the Company’s former Domestic Environmental Solutions facility in Rancho Cordova, California. On February 14, 2020, DTSC filed an action in the Superior Court for the State of California, Sacramento County Division, alleging violations of California’s Hazardous Waste Control Law and the facility’s hazardous waste permit arising from the inspection. The Company has reached a settlement in principle with the DTSC, subject to final documentation, with respect to these claims and any potential claims stemming from the search warrant executed in conjunction with the DEA inspection of the Rancho Cordova facility described below. The Company has made an accrual in respect of the settlement consistent with its accrual policies described above, which is not material.

Rancho Cordova, California, Permit ~~Revocation~~Revocation.. Separately, on August 15, 2019, the Company received from DTSC a written Intent to Deny Hazardous Waste Facility Permit Application for the Rancho Cordova facility. Following legal


~~2023 Q3 10-Q Report~~			~~Stericycle, Inc. ●~~			18

~~Table of Contents~~

challenges, that DTSC action became final as of April 8, 2022, triggering an obligation to execute the closure plan set forth in the facility's permit. Consistent with its accrual policies described previously, the Company has made an accrual in the amount of its estimate of closure costs reasonably likely to be incurred and indemnified to Enviri under the Purchase Agreement, which is not material.

DEA Investigation. On February 11, 2020, the Company received an administrative subpoena from the DEA, which executed a search warrant at the Company’s former Domestic Environmental Solutions facility at Rancho Cordova, California and an administrative inspection warrant at the Company’s former facility in Indianapolis, Indiana for materials related to the former Domestic Environmental Solutions business of collecting, transporting, and destroying controlled substances from retail customers (the “ESOL Retail Controlled Substances Business”). On that same day, agents from the DTSC executed a separate search warrant at the Rancho Cordova facility. Since that time, the U.S. Attorney’s Office for the Eastern District of California (“USAO EDCA”) has been overseeing criminal and civil investigations of the ESOL Retail Controlled Substances Business. The USAO EDCA has informed the ~~company~~Company that the investigations relate to the Company’s operation and sale of its former ESOL Retail Controlled Substances Business and that the Company and some of its current or former employees may have civil and criminal liability under ~~the Controlled Substances Act related to that business, and that the USAO EDCA is continuing the criminal investigation of the Company for potential violations of~~ the Controlled Substances Act and other federal ~~criminal statutes.~~statutes related to that business. The Company is cooperating with the ~~civil and criminal~~ investigations, which are ongoing.

The Company has not accrued any amounts in respect of these investigations and cannot estimate the reasonably possible loss or any range of reasonably possible losses that the Company may incur. The Company is unable to make such an estimate because, based on what the Company knows now, in the Company’s judgment, the factual and legal issues presented in this matter are sufficiently unique that the Company is unable to identify other circumstances sufficiently comparable to provide guidance in making estimates.


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European Retrovirus Investigations. InDuring the Covid-19 pandemic and in conjunction with Europol, governmental authorities of Spain ~~and Portugal have~~ conducted coordinated inspections ofat a large number of medical waste management facilities, including Stericycle facilities, relating to the transportation, management and disposal of waste that may behave been infected with the ~~COVID-19~~ virus, and related matters. The inspections have resulted in proceedings, ~~in Spain,~~ in which the Company is vigorously defending itself.

The Company has not accrued any amounts in respect of these investigations, as it cannot estimate the reasonably possible loss or any range of reasonably possible losses that the Company may incur. The Company is unable to make such an estimate because, based on what the Company knows now, in the Company’s judgment, the factual and legal issues presented in this matter are sufficiently unique that the Company is unable to identify other circumstances sufficiently comparable to provide guidance in making estimates.


~~2023 Q3~~2024 Q1 10-Q Report			Stericycle, Inc. ●			1917

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Safe Harbor Statement

This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. When we use words such as “believes”, “expects”, “anticipates”, “estimates”, “may”, “plan”, “will”, “goal”, or similar expressions, we are making forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of our management about future events and are therefore subject to risks and uncertainties, which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Factors that could cause such differences include, among others, ~~SOP pricing volatility or pricing volatility in other commodities,~~ decreases in the volume of regulated ~~waste~~wastes or personal and confidential information collected from customers, ~~the ability to complete our system modernization efforts, and~~ disruptions resulting from deployment of ~~our ERP system,~~systems, disruptions in our supply chain, disruptions in or attacks on data information technology systems, labor shortages, a recession or economic disruption in the U.S. and other countries, ~~inflationary cost pressure in labor, supply chain, energy, and other expenses, rising interest rates or a downgrade in our credit rating resulting in an increase in interest expense,~~ changing market conditions in the healthcare industry, competition and demand for services in the regulated waste and secure information destruction industries, SOP pricing volatility or pricing volatility in other commodities, changes in the volume of paper processed by our secure information destruction business and the revenue generated from the sale of SOP, inflationary cost pressure in labor, supply chain, energy, and other expenses, foreign exchange rate volatility in the jurisdictions in which we operate, changes in governmental regulation of the collection, transportation, treatment and disposal of regulated waste or the proper handling and protection of personal and confidential information, the level of government enforcement of regulations governing regulated waste collection and treatment or the proper handling and protection of personal and confidential information, ~~reliance on third parties to provide a variety~~the outcome of ~~services, our ability to realize expected financial benefits from our continuous improvement efforts,~~pending, future or settled litigation or investigations, self-insurance claims and settlements, charges related to portfolio optimization or the failure of acquisitions or divestitures to achieve the desired results, ~~failure to consummate transactions with respect to non-core businesses,~~ the obligations to service substantial indebtedness and comply with the covenants and restrictions contained in our credit agreements and ~~notes,~~Senior Notes, rising interest rates or a downgrade in our credit rating resulting in an increase in interest expense, political, economic, war, and other risks related to our foreign operations, pandemics and the resulting impact on the results of operations, long-term remote work arrangements which may adversely affect our business, ~~supply chain disruptions, disruptions in transportation services,~~ restrictions on the ability of our team members to travel, closures of our facilities or the facilities of our customers and suppliers, ~~changes in the volume of paper processed by our secure information destruction business and the revenue generated from the sale of SOP,~~ weather and environmental changes related to climate change, requirements of customers and investors for net carbon zero emissions strategies, and the introduction of regulations for greenhouse gases, which could negatively affect our costs to operate, the outcome of pending, future or settled litigation or investigations, including the investigation by the DEA discussed in our SEC reports and litigation or investigations with respect to the U.S. Foreign Corrupt Practices Act and foreign anti-corruption laws, failure to maintain an effective system of internal control over financial reporting, as well as other factors described in our filings with the SEC, including our ~~2022~~2023 Form 10-K and subsequent Quarterly Reports on Form 10-Q. As a result, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate future results or trends. We disclaim any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with legal and regulatory obligations.


~~2023 Q3~~2024 Q1 10-Q Report			Stericycle, Inc. ●			2018

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Overview

Stericycle, Inc., is a U.S. based business-to-business services company and leading provider of compliance-based solutions that protect people and brands, promote health and well-being and safeguard the environment. Through our family of brands, Stericycle serves customers in North America and Europe with solutions ~~for regulated waste~~to safely manage materials that could otherwise spread disease, contaminate the environment, or compromise one’s identity. To our customers, team members and ~~compliance services and secure information destruction.~~the communities we serve, Stericycle is a company that protects what matters.

Key business highlights include:

•~~Successfully deployed~~Improved diluted earnings per share by $0.02 compared to the ~~ERP in the U.S. Regulated Waste and Compliance Services business in the third~~first quarter of 2023.

•~~Improved cash flow from operations by $150.2 million for the nine months ended September 30, 2023,~~Grew RWCS organic revenues(1) 2.1% compared to ~~2022.~~the first quarter of 2023.

•~~Divested~~Completed our ~~dental recycling business~~previously disclosed workforce reduction in the ~~Netherlands and UAE SID joint venture in the third quarter and our Romania regulated waste business in October 2023.~~

~~Other Developments~~

~~Continuing through the third~~first quarter of 2023, we have experienced inflationary cost increases in our underlying expenses, including fleet and facilities. Our quality of revenue initiative has continued to work to create a more flexible pricing model with necessary levers to adjust for inflationary cost challenges. We have the following pricing levers: (i) standardization of contractual language to build in pricing flexibility, affording us the opportunity to adjust pricing at contract anniversary and renewal, (ii) ability to adjust our rates at point of contracting for all new customers and purchasers of our one-time services, and (iii) ability to adjust surcharges and fees providing inflationary cost protection for commodity and other price volatility (e.g., fuel, SOP, environmental surcharges and service cost recovery fee).

Within RWCS, we are seeing evolving dynamics among our national accounts, which includes customers like retail pharmacies and nationwide healthcare service providers. Our national account customer base generally remained consistent, despite the economic headwinds they're facing. As some of these customers reduce their footprint, our service stops in this segment have also contracted. Similar to RWCS, our national SID customers are experiencing a reset in their post-COVID pandemic office footprint. Across the SID business, we believe we remain an essential service2024 and are ~~retaining these customer relationships, but have seen service stops decline, mainly driven by customer site closures~~on track to realize an estimated $40-$45 million of in-year cost savings.

(1) See Results of Operations, Revenues for a reconciliation between total U.S. GAAP Revenues and ~~reduced service frequencies.~~Organic Revenues.

Key Business Priorities

In ~~2023,~~2024, we are pivoting to our ~~five~~next generation of key business priorities ~~remain the following:~~to drive margin expansion and deliver value:

•~~Quality of revenue~~Commercial and Service Excellence – We ~~have been executing against our foundational initiatives we launched to drive~~will focus on driving profitable revenue ~~quality~~growth by delivering a differentiated value proposition and ~~are executing against our next phase: (i) expanding service penetration, (ii) improving~~a seamless customer ~~implementation velocity, and (iii) deepening customer partnerships by developing enhanced solutions.~~experience as a trusted compliance partner.

•Operational ~~efficiency, modernization, and innovation~~Excellence – We ~~have been executing on our foundational initiatives we launched~~plan to drive ~~operational efficiency, modernization~~margin improvement, harnessing a streamlined and ~~innovation~~talented workforce, modern technologies, updated and ~~are executing on our next phase: (i) infrastructure~~new facilities, and ~~system modernization, (ii) fleet replacement and route and long-haul network improvements and (iii) SafeShield container rationalization and modernization.~~a refreshed fleet.

•~~ERP implementation~~Digital Implementation – W~~e successfully deployed~~We will begin to leverage digital, data, and AI capabilities to further deliver commercial and service excellence and efficiencies across our network and shared services, using the ~~North America ERP to~~foundation of the U.S. RWCS business in the third quarter of 2023. Almost all of our U.S. team members are now leveraging the new technology. We continue to observe improvement in our team members' performance as they leveraged the technology and data flow. We commenced activities for the international system modernization in the second half of 2022.modern ERP.

•~~Portfolio optimization~~Strategic Capital Allocation – We ~~expect~~now have the cash generation and strong balance sheet to continue evaluating opportunities to further optimize our portfolio through a combination of asset rationalizations and strategic accretive tuck-in acquisitions, which streamline our portfolio of businesses and allow us to ~~focus more deeply on~~continue to invest in ourselves, consider tuck-in acquisitions in our core ~~businesses. Throughout 2023, we divested eight~~ businesses, ~~demonstrating significant progress in executing our portfolio optimization priority. These divestitures primarily included Brazil, Republic of Korea, Australia, Singapore,~~ and ~~Romania operations~~evaluate the potential for ~~net proceeds of approximately $85 million.~~

•~~Debt reduction and~~share repurchases, while maintaining a targeted debt leverage ~~improvement~~ratio between 2.5X-3.0X.–~~We have reduced total net debt to $1.28 billion as of September 30, 2023. As of~~ ~~September 30, 2023, we have maintained our amended Credit Agreement defined Debt Leverage Ratio target of below~~ ~~3.00X.~~


~~2023 Q3 10-Q Report~~			~~Stericycle, Inc. ●~~			21

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Certain Key Priorities and Other Significant Matters

The following table identifies certain key priorities and other significant matters impacting our business and how they are classified in the Condensed Consolidated Statements of ~~Income (Loss):~~Income:

												In millions
		Three Months Ended September 30,						Nine Months Ended September 30,
		2023			2022			2023		2022
In millions
In millions
				Three Months Ended March 31,									Three Months Ended March 31,
							2024							2024	2023
Pre-tax items:	Pre-tax items:
Included in COR	Included in COR
Included in COR
Included in COR

Operational Optimization

Asset Impairments		$	—		$	—		$	3.4	$	—
Operational Optimization

Operational Optimization

Total included in COR	Total included in COR	—			—			3.4		—

Total included in COR
Total included in COR
Included in SG&A	Included in SG&A
ERP and System Modernization	ERP and System Modernization	4.8			3.9			12.9		13.0
ERP and System Modernization
ERP and System Modernization
Intangible Amortization	Intangible Amortization	27.9			31.5			84.2		94.7

Operational Optimization
Portfolio Optimization	Portfolio Optimization	0.8			1.4			1.4		2.7
Litigation, Settlements and Regulatory Compliance	Litigation, Settlements and Regulatory Compliance	5.3			2.6			22.4		26.0

Asset Impairments		3.1			2.0			3.1		2.0

Total included in SG&A	Total included in SG&A	41.9			41.4			124.0		138.4

Total included in SG&A

Total included in SG&A
Divestiture losses, net	Divestiture losses, net	4.2			—			63.4		—

Total included in Income from operations
Total included in Income from operations
Total included in Income from operations	Total included in Income from operations	$	46.1		$	41.4		$	190.8	$	138.4


2024 Q1 10-Q Report			Stericycle, Inc. ●			19

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ERP and System Modernization

For the periods presented of the ERP and System Modernization, we have recognized the following, reported in Other Costs:

												In millions
		Three Months Ended September 30,						Nine Months Ended September 30,
		2023			2022			2023		2022
In millions
In millions
				Three Months Ended March 31,									Three Months Ended March 31,
							2024							2024	2023
North America	North America
Operating expenditures
Operating expenditures
Operating expenditures	Operating expenditures	$	3.6		$	3.9		$	11.3	$	13.0
Capital expenditures	Capital expenditures	5.6			5.0			14.3		9.1
Total North America	Total North America	$	9.2		$	8.9		$	25.6	$	22.1

International	International
Operating expenditures
Operating expenditures
Operating expenditures	Operating expenditures	$	1.2		$	—		$	1.6	$	—
Capital expenditures	Capital expenditures	—			—			—		—
Total International	Total International	$	1.2		$	—		$	1.6	$	—

Total operating expenditures	Total operating expenditures	$	4.8		$	3.9		$	12.9	$	13.0

Total capital expenditures
Total capital expenditures
Total capital expenditures	Total capital expenditures	5.6			5.0			14.3		9.1

Total ERP and System Modernization	Total ERP and System Modernization	$	10.4		$	8.9		$	27.2	$	22.1

Total ERP and System Modernization

Total ERP and System Modernization

Upon ~~the~~ deployment of the ERP in our U.S. RWCS business in the third quarter of 2023, certain costs became incremental information technology ongoing costs for running the new system, including maintenance, licensing, and depreciation expenses. North America continues to invest in certain ERP enhancements. Our international ERP system modernization ~~commenced in 2022, which~~ includes enhancements and upgrades associated with European based RWCS and SID operations. We will continue to incur the current level of costs to maintain the legacy suite of applications also used by our ~~European~~ businesses during the system modernization.

Intangible Amortization

See table above of certain key priorities and other significant matters for intangible amortization expenses from acquisitions for the periods presented and how they are classified in the Condensed Consolidated Statements of Income ~~(Loss)~~. The decrease in amortization expense is a result of divestitures and certain intangible assets that have reached the end of their useful lives.


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~~Table of Contents~~

Operational Optimization

See table above of certain key priorities and other significant matters for operational optimization for the periods presented, and how they are classified in the Condensed Consolidated Statements ofIncome.

In ~~October 2023,~~February 2024, the Company recognized Operational Optimization severance charges of ~~approximately $3.0~~$5.6 million related to a workforce reduction, split between our North America and International segments, ~~related to headcount reduction~~ which is expected to provide annual savings of approximately $21.0 million to $24.0 million beginning in the first half of 2024. We had also reduced our overall workforce in our retained businesses through careful hiring and managing attrition which will provide annual savings of approximately $11.0 million to $13.0 million in 2024.

In the fourth quarter of 2023, the Company recognized Operational Optimization charges of $4.1 million primarily related to severance associated with workforce reduction, split between North America and International segments, and closure of an International facility. These workforce reduction actions are expected to provide annual savings of approximately $8.0 million. As we execute our operational efficiency priorities, system modernization, and portfolio optimization, we will continue to evaluate our operating needs and prospectively adjust our work force to align. million in 2024.

As we continue to consider each Operational Optimization activity, the amount, the timing and recognition of charges will be affected by the occurrence of commitments and triggering events as defined under U.S. GAAP, among other factors. ~~We may incur more charges and cash expenditures than estimated and may not realize the expected improvement or cost savings on its planned time frame or at all.~~ For additional information, see Part I, Item I. Financial Statements; Note 34 — Restructuring ~~Divestitures,~~ and ~~Asset Impairments~~Divestitures in the Condensed Consolidated Financial Statements.

Portfolio Optimization

See table above of certain key priorities and other significant matters for portfolio optimization (including Divestiture losses, net) for the periods presented, and how they are classified in the Condensed Consolidated Statements of ~~Income (Loss).~~Income. Consulting and professional fees are reported in Other Costs, while Divestiture losses, net are included in their respective segment.


2024 Q1 10-Q Report			Stericycle, Inc. ●			20

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Acquisition

We regularly evaluate the competitive environment and consider opportunistic acquisitions to strengthen our core businesses. We believe acquisitions, when appropriately valued and constructively integrated, are an efficient way to gain customers, scale treatment operations, and build customer density for transportation. We expect to focus on accretive tuck-in acquisitions. For additional information, see Part I, Item I. Financial Statements; Note 3— Acquisition in the Condensed Consolidated Financial Statements.

Divestitures

We evaluate our portfolio of services on an ongoing basis with a country-by-country and service line-by-service line approach to assess long-term potential and identify potential business candidates for divestiture. ~~Divestitures resulting from this evaluation~~Resulting divestitures may cause us to record significant charges, including those related to goodwill, other intangible assets, long-lived assets, and cumulative translation adjustments. For additional information, see Part I, Item I. Financial Statements; Note 34 — Restructuring ~~Divestitures,~~ and ~~Asset Impairments~~Divestitures in the Condensed Consolidated Financial Statements.

Litigation, Settlements and Regulatory Compliance

We operate in highly regulated industries and must address regulatory inquiries or respond to investigations from time to time. We have also been involved in a variety of civil litigation from time to time. Certain of these matters are detailed in Part I, Item I. Financial Statements; Note 89 — Commitments and Contingencies in the Condensed Consolidated Financial Statements. Our financial results may also include considerations of non-recurring matters including settlements, environmental remediation, and legal related consulting and professional fees.

See table above of certain key priorities and other significant matters for litigation, settlements and regulatory compliance charges. Among other things, the table reflects consulting and professional fees (including FCPA monitoring fees which commenced in 2023), contingent liability provisions and settlements, ~~net of insurance recoveries,~~indirect tax provisions and credits impacting our business for the periods presented, primarily in Other Costs. The three months ended September 30, 2023 includes professional fees and certain contingent liability provisions of $5.3 million. The nine months ended September 30, 2023 includes professional fees and certain contingent liability provisions of $17.7 million, a value-added tax reclaim credit of $6.0 million, a settlement charge associated with a vendor dispute of $6.0 million, and other settlement charges of $5.6 million, of which $11.6 million was paid in the third quarter of 2023. In the nine months ended September 30, 2022, we accrued an additional $9.6 million for the FCPA Settlement, bringing the total cumulative charge to approximately $90 million. In nine months ended September 30, 2022, the Company paid a total of $81.0 million due to the DOJ, the SEC, and Brazil authorities ~~in accordance with the FCPA Settlement.~~ ~~In the second quarter of 2023, the Company paid substantially all of the remaining settlement amounts due to the DOJ and Brazil authorities.~~ See Part I, Item I. Financial Statements; Note 89 — Commitments and Contingencies in the Condensed Consolidated Financial Statements for additional details.

~~Asset Impairments~~

See table above of certain key priorities and other significant matters for asset impairments for the periods presented and how they are classified in the Condensed Consolidated Statements of Income (Loss).

Impairment charges may be recognized in future periods to the extent changes in factors or circumstances occur, including deterioration in the macroeconomic environment or in the equity markets, including the market value of our common shares, deterioration in our performance or our future projections, or changes in our plans for one or more reporting units or specified long-lived assets, among other factors. For additional information, see ~~Part I, Item I.Financial Statements;Note 3~~ — ~~Restructuring, Divestitures, and Asset Impairments~~ ~~in the Condensed Consolidated Financial Statements.~~


~~2023 Q3 10-Q Report~~			~~Stericycle, Inc. ●~~			23

~~Table of Contents~~

Results of Operations

Three ~~and Nine~~ Months Ended ~~September 30, 2023~~March 31, 2024 Compared to Three ~~and Nine~~ Months Ended ~~September 30, 2022:~~March 31, 2023:

Revenues (including Segment Revenues)

We analyze revenues by revenue service category and reportable segment which were as follows:


		Three Months Ended September 30,
		In millions								Components of Change (%)(1)
		2023		2022		Change ($)		Change (%)		Organic Growth(2)		Divestitures		Foreign Exchange(3)

		Three Months Ended March 31,

		Three Months Ended March 31,

		Three Months Ended March 31,
	In millions																														In millions																								Components of Change (%)(1)
	2024																					2024							2023							Change ($)							Change (%)						Organic Growth(2)						Acquisition						Divestitures						Foreign Exchange(3)
Revenue by Service	Revenue by Service
Regulated Waste and Compliance Services
Regulated Waste and Compliance Services
Regulated Waste and Compliance Services	Regulated Waste and Compliance Services	$	439.9	$	447.8	$	(7.9)	(1.8)	%	4.1	%	(6.7)	%	1.1	%	$	447.8			$			$	451.3			$			$	(3.5)			(0.8)				(0.8)		%				2.1		%				0.2		%				(3.5)		%				0.5		%
Secure Information Destruction Services	Secure Information Destruction Services	213.6		242.5		(28.9)		(11.9)	%	(11.6)	%	(1.0)	%	0.5	%	Secure Information Destruction Services		217.1			233.0					233.0			(15.9)					(15.9)			(6.8)					(6.8)	%					(6.3)	%					0.1	%					(1.1)	%					0.3	%
Total Revenues	Total Revenues	$	653.5	$	690.3	$	(36.8)	(5.3)	%	(1.6)	%	(4.7)	%	0.9	%	Total Revenues		$	664.9		$				$	684.3		$				$	(19.4)		(2.8)					(2.8)		%				(0.8)		%				0.1		%				(2.7)		%				0.4		%
North America	North America
Regulated Waste and Compliance Services	Regulated Waste and Compliance Services	$	368.0	$	369.7	$	(1.7)	(0.5)	%	3.9	%	(4.1)	%	(0.1)	%
Secure Information Destruction Services		189.1		215.1		(26.0)		(12.1)	%	(11.9)	%	—	%	(0.2)	%
Total North America Segment		$	557.1	$	584.8	$	(27.7)	(4.7)	%	(2.1)	%	(2.6)	%	(0.1)	%
International
Regulated Waste and Compliance Services	Regulated Waste and Compliance Services	$	71.9	$	78.1	$	(6.2)	(7.9)	%	5.4	%	(18.9)	%	6.6	%
Secure Information Destruction Services		24.5		27.4		(2.9)		(10.6)	%	(9.2)	%	(8.7)	%	6.4	%
Total International Segment		$	96.4	$	105.5	$	(9.1)	(8.6)	%	1.3	%	(16.2)	%	6.6	%

		Nine Months Ended September 30,
		In millions								Components of Change (%)(1)
		2023		2022		Change ($)		Change (%)		Organic Growth(2)		Divestitures		Foreign Exchange(3)
Revenue by Service
Regulated Waste and Compliance Services		$	1,335.9	$	1,348.9	$	(13.0)	(1.0)	%	4.6	%	(5.2)	%	(0.2)	%
Secure Information Destruction Services		671.4		685.5		(14.1)		(2.1)	%	(1.1)	%	(0.5)	%	(0.5)	%
Total Revenues		$	2,007.3	$	2,034.4	$	(27.1)	(1.3)	%	2.6	%	(3.6)	%	(0.3)	%
North America
Regulated Waste and Compliance Services	Regulated Waste and Compliance Services	$	1,103.1	$	1,097.5	$	5.6	0.5	%	5.0	%	(4.1)	%	(0.2)	%	$	376.5			$			$	368.7			$			$	7.8			2.1				2.1		%				1.9		%				0.2		%				—		%				—		%
Secure Information Destruction Services	Secure Information Destruction Services	592.6		599.7		(7.1)		(1.2)	%	(0.7)	%	—	%	(0.4)	%	Secure Information Destruction Services		192.7			204.7					204.7			(12.0)					(12.0)			(5.9)					(5.9)	%					(6.0)	%					0.1	%					—	%					—	%
Total North America Segment	Total North America Segment	$	1,695.7	$	1,697.2	$	(1.5)	(0.1)	%	2.9	%	(2.7)	%	(0.3)	%	Total North America Segment		$	569.2		$				$	573.4		$				$	(4.2)		(0.7)					(0.7)		%				(0.9)		%				0.2		%				—		%				—		%
International	International
Regulated Waste and Compliance Services	Regulated Waste and Compliance Services	$	232.8	$	251.4	$	(18.6)	(7.4)	%	2.5	%	(9.7)	%	—	%
Regulated Waste and Compliance Services
Regulated Waste and Compliance Services																		$	71.3						$	82.6						$	(11.3)						(13.7)		%				3.0		%				—		%				(18.5)		%				2.3		%
Secure Information Destruction Services	Secure Information Destruction Services	78.8		85.8		(7.0)		(8.2)	%	(3.8)	%	(3.9)	%	(0.6)	%	Secure Information Destruction Services		24.4			28.3					28.3			(3.9)					(3.9)			(13.8)					(13.8)	%					(8.4)	%					—	%					(8.7)	%					2.7	%
Total International Segment	Total International Segment	$	311.6	$	337.2	$	(25.6)	(7.6)	%	0.8	%	(8.2)	%	(0.2)	%	Total International Segment		$	95.7		$				$	110.9		$				$	(15.2)		(13.7)					(13.7)		%				(0.2)		%				—		%				(16.0)		%				2.4		%

(1)Components of Change % in summation may not crossfoot to the total Change % due to rounding.

(2)Organic growth is change in Revenues which includes SOP pricing and volume and excludes ~~the impact~~impacts of divestitures, an acquisition, and foreign ~~exchange.~~exchange rates.

(3)The comparisons at constant currency rates (foreign exchange) reflect comparative local currency balances at prior period’s foreign exchange rates. We calculated these percentages by taking current period reported Revenues less the respective prior period reported Revenues, divided by the prior period reported Revenues, all at the respective prior period’s foreign exchange rates. This measure provides information on the change in Revenues assuming that foreign currency exchange rates have not changed between the prior and the current period. Management believes ~~the use of~~ this measure aids in the understanding of changes in Revenues without the impact of foreign currency.

Revenues for the third quarter of 2023 were $653.5 million, a decrease of $36.8 million, or 5.3%, compared to $690.3 million for the third quarter of 2022. The decrease was primarily due to impacts of divestitures of $32.4 million or 4.7%, which includes the divestiture of CRS in the fourth quarter of 2022 and International businesses in 2023, partially offset by favorable foreign exchange rates of $6.1 million or 0.9%. O~~rganic revenues decreased~~ ~~$10.5 million, or~~ ~~1.6%. RWCS organic revenues grew $17.4 million, or~~ ~~4.1%~~, mainly driven by our pricing actions, which include pricing in existing contracts, new customer pricing, surcharges and fees. SID organic revenues declined $27.9 million, or 11.6%, which was primarily due to lower commodity indexed revenues, including lower sorted office paper and lower SID fuel and environmental surcharges.


~~2023 Q3~~2024 Q1 10-Q Report			Stericycle, Inc. ●			2421

Table of Contents

Revenues for the ~~nine months ended September 30, 2023,~~first quarter of 2024 were ~~$2,007.3~~$664.9 million, a decrease of ~~$27.1~~$19.4 million, or ~~1.3%~~2.8%, compared to ~~$2,034.4~~$684.3 million for the ~~nine months ended September 30, 2022.~~first quarter of 2023. The decrease was primarily due to ~~impacts of~~ divestitures of ~~$73.0~~$17.7 million, ~~or 3.6%,~~ which ~~includes the divestiture of CRS in the fourth quarter of 2022 and certain International operations in 2023, and unfavorable~~was partially offset by favorable foreign exchange rates of ~~$5.2~~$2.8 million ~~or 0.3%. Organic~~and an acquisition of $0.9 million. Organic revenues ~~increased~~ ~~$51.1~~in RWCS grew $9.0 million,~~, or 2.6%~~.R~~WCS~~ while SID organic revenues ~~grew~~ ~~$58.7 million, or 4.6%, mainly~~ ~~driven~~were lower by ~~our pricing actions.~~ $14.4 million. The decline in SID ~~organic revenue declined~~ ~~$7.7 million, or~~ ~~1.1%, which~~ was mainly due to lower ~~commodity indexed~~commodity-indexed revenues ~~including lower sorted office paper and lower~~of $19.8 million, which was partially offset by higher SID service revenues of $5.4 million, excluding the impact of fuel and environmental surcharges.

North America revenues decreased ~~$27.7~~$4.2 million, or ~~4.7%~~0.7%, infor the ~~third quarter of 2023,~~three months ended March 31, 2024, to ~~$557.1~~$569.2 million from ~~$584.8~~$573.4 million infor the third quarter of 2022. The decrease was primarily due to the impacts of the CRS divestiture in the fourth quarter of 2022 of $15.3 million, or 2.6% and unfavorable foreign exchange rates of $0.8 million, or 0.1%.three months ended March 31, 2023. Organic revenues decreased ~~$11.6~~$5.1 million, or ~~2.1%~~0.9%, ~~primarily~~mainly a result of decreased SID organic revenues driven by lower SID commodity-indexed revenues due to lower commodity indexed revenues, including lower sorted office paper and lower SID fuel an environmental surcharges. These decreases were partially offset by higher RWCS organic revenues which were mainly driven by our pricing actions.

North America revenues decreased $1.5 million, or 0.1%, for the nine months ended September 30, 2023, to $1,695.7 million from $1,697.2 million for the nine months ended September 30, 2022. Organic revenues increased $48.6 million, or 2.9%, primarily due to RWCS organic revenue increases which ~~were mainly~~ ~~driven by our pricing actions. SID organic revenues decreased due to lower sorted office paper~~SOP and lower SID fuel and environmental surcharges. ~~Additionally, the impact~~We continue to see headwinds in SID service stops with our national customers, driven by both recent competitive losses of ~~the CRS divestiture~~mostly low margin stops within existing customers and site closures. This decrease was ~~$45.4 million, or 2.7%, and unfavorable foreign exchange rates were $4.6 million, or 0.3%.~~partially offset by increased RWCS organic revenues, which was mainly driven by our pricing levers.

International revenues decreased ~~$9.1~~$15.2 million, or ~~8.6%~~13.7%, infor the ~~third quarter of 2023,~~three months ended March 31, 2024, to ~~$96.4~~$95.7 million from ~~$105.5~~$110.9 million infor the ~~third quarter of 2022.~~three months ended March 31, 2023. The decrease was primarily due to the impact of ~~divestitures~~a divestiture of ~~$17.1~~$17.7 million, or ~~16.2%~~16.0%, and decreased organic SID revenues due to lower ~~recycled paper~~SOP rates and volume. These decreases were partially offset by higher organic RWCS revenues due to pricing levers ~~offset by lower waste volumes. Additionally,~~and favorable foreign exchange rates ~~increased revenues by $7.0~~of $2.8 million, or ~~6.6%~~2.4%.

International revenues decreased $25.6 million, or 7.6%, for the nine months ended September 30, 2023, to $311.6 million from $337.2 million for the nine months ended September 30, 2022. The decrease was primarily due to the impact of divestitures of $27.6 million, or 8.2%, and decreased organic SID revenues due to lower recycled paper rates and volume. These decreases were partially offset by higher organic RWCS revenues due to pricing levers.

Gross profit:


In millions
		Three Months Ended September 30,
		2023			2022			Change
		$	% Revenues		$	% Revenues		$	%
Gross profit		245.7	37.6	%	266.2	38.6	%	(20.5)	(7.7)	%

In millions
		Nine Months Ended September 30,
		2023			2022			Change
		$	% Revenues		$	% Revenues		$	%

$ In millions

$ In millions

$ In millions
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
	2024															2024					2023					Change
	$													$				% Revenues		$				% Revenues		$			%
Gross profit	Gross profit	757.8	37.8	%	771.1	37.9	%	(13.3)	(1.7)	%	Gross profit	254.9	38.3		38.3		%		261.0	38.1		38.1	%		(6.1)		(2.3)	(2.3)	%

For the three months ended ~~September 30, 2023,~~March 31, 2024, compared to the ~~2022~~2023 comparable period, the decrease in gross profit was primarily due to lower SID commodity indexed revenues and the corresponding margin flow through impact, ~~and a self-insurance settlement,~~ partially offset by ~~our pricing levers~~cost savings and ~~lower labor costs.~~

~~For the nine months ended September 30, 2023, compared to the 2022 comparable period, the decrease in gross profit was primarily due to lower commodity indexed revenues and the corresponding~~other margin flow ~~through impact, higher fleet costs, the impacts of divestitures and foreign exchange rates, partially offset by our pricing levers and lower labor costs.~~


~~2023 Q3 10-Q Report~~			~~Stericycle, Inc. ●~~			25

~~Table of Contents~~

through.

SG&A:


In millions
		Three Months Ended September 30,
		2023			2022			Change
		$	% Revenues		$	% Revenues		$	%
SG&A		217.3	33.3	%	215.6	31.2	%	1.7	0.8	%

In millions
		Nine Months Ended September 30,
		2023			2022			Change
		$	% Revenues		$	% Revenues		$	%

$ In millions

$ In millions

$ In millions
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
	2024															2024					2023					Change
	$													$				% Revenues		$				% Revenues		$			%
SG&A	SG&A	654.2	32.6	%	676.5	33.3	%	(22.3)	(3.3)	%	SG&A	216.0	32.5		32.5		%		216.0	31.6		31.6	%		—		—	—	%

For the three months ended ~~September 30, 2023,~~March 31, 2024, compared to the 2022 comparable period, SG&A increased, primarily due to higher annual incentive and stock based compensation expense, partially offset by the impacts of divestitures, cost savings, and lower bad debt expense.

~~For the nine months ended September 30,~~ 2023 ~~compared to the 2022~~ comparable period, we incurred ~~lower~~higher SG&A, ~~charges~~as a percentage of revenues, associated with certain key priorities and other significant matters discussed ~~above.~~above including (i) Operational Optimization and (ii) Litigation, Settlement and Regulatory Compliance matters. Additionally, ~~the remaining change in~~ SG&A was impacted by higher bad debt expense, primarily due to a lower first quarter of 2023 bad debt expense level as a result of improved North America SID collections, partially offset by the impacts of ~~divestitures~~cost savings and lower ~~bad debt expense. These decreases were partially offset by increased annual~~ incentive and ~~stock based~~stock-based compensation expense.

Divestiture losses, net:

In millions
Three Months Ended September 30,
2023 2022 Change
$ % Revenues $ % Revenues $ %
Divestiture losses, net 4.2 0.6 % — — % 4.2 nm
In millions
Nine Months Ended September 30,
2023 2022 Change
$ % Revenues $ % Revenues $ %
Divestiture losses, net 63.4 3.2 % — — % 63.4 nm

~~nm - percentage change not meaningful for comparison~~








$ In millions
	Three Months Ended March 31,
	2024			2023			Change
	$	% Revenues		$	% Revenues		$	%
Divestiture losses, net	—	—	%	5.0	0.7	%	(5.0)	(100.0)	%

For additional information, see Part I, Item I. Financial Statements; Note 34 — Restructuring ~~Divestitures,~~ and ~~Asset Impairments~~Divestitures in the Condensed Consolidated Financial Statements.


~~2023 Q3~~2024 Q1 10-Q Report			Stericycle, Inc. ●			2622

Table of Contents

Segment Profitability:

Segment profitability and a reconciliation of ~~the~~ total ~~for~~ segment profitability to Income from operations was as follows:

																					In millions
		Three Months Ended September 30,												Nine Months Ended September 30,
		2023				2022				Change 2023 versus 2022				2023			2022			Change 2023 versus 2022
		$		% Segment Revenues		$		% Segment Revenues		$	%			$	% Segment Revenues		$	% Segment Revenues		$		%
In millions
In millions
			Three Months Ended March 31,																						Three Months Ended March 31,
							2024																			2024	2023						Change 2024 versus 2023
													$																											$					% Segment Revenues			$					% Segment Revenues			$	%
Adjusted Income from Operations	Adjusted Income from Operations
North America
North America
North America	North America	143.5		25.8	%	160.4		27.4	%	(16.9)	(10.5)	%		460.3	27.1	%	443.9	26.2	%	16.4		3.7	%					149.1		26.2		26.2	%			160.3			28.0				28.0	%		(11.2)		(7.0)			(7.0)	%
International	International	8.9		9.2	%	7.4		7.0	%	1.5	20.3	%		27.6	8.9	%	27.2	8.1	%	0.4		1.5	%	International					12.4		13.0		13.0		%		10.3				9.3			9.3	%		2.1		20.4			20.4		%
Other Costs	Other Costs	(82.1)		nm		(75.8)		nm		(6.3)	(8.3)	%		(256.9)	nm		(238.1)	nm		(18.8)		(7.9)	%	Other Costs					(71.0)		nm			nm				(85.9)				nm			nm			14.9		17.3				17.3	%
Total	Total	70.3		10.8	%	92.0		13.3	%	(21.7)	(23.6)	%		231.0	11.5	%	233.0	11.5	%	(2.0)		(0.9)	%	Total					90.5		13.6		13.6		%		84.7				12.4			12.4	%		5.8		6.8			6.8		%

Reconciliation to Income from operations	Reconciliation to Income from operations
Adjusted Income from Operations	Adjusted Income from Operations	70.3				92.0								231.0			233.0
Adjusted Income from Operations
Adjusted Income from Operations
Adjusting Items Total (1)
Adjusting Items Total (1)
Adjusting Items Total (1)	Adjusting Items Total (1)	(46.1)				(41.4)								(190.8)			(138.4)
Income from operations	Income from operations	24.2				50.6								40.2			94.6
Income from operations
Income from operations

nm - percentage change not meaningful for comparison

(1)See Part I, Item I. Financial Statements; Note 78 — Segment Reporting in the Condensed Consolidated Financial Statements for more detail.

Adjusted Income from Operations for North America decreased for the three months ended ~~September 30, 2023,~~March 31, 2024, compared to the ~~2022~~2023 comparable period, primarily ~~due to~~the result of lower ~~RISI rates impacting sorted office paper~~SID commodity-indexed revenues driven by lower SOP and lower SID fuel and environmental surcharges and ~~their corresponding margin flow through and a self insurance settlement. These decreases~~ higher bad debt expense, which were partially offset by cost savings and ~~lower bad debt expense.~~

~~Adjusted Income from Operations for North America increased for the nine~~months ended September 30, 2023, compared to the 2022 comparable period, primarily due to our pricing levers, lower bad debt expense and cost savings. These increases were partially offset by lower commodity indexed revenues and the correspondingother margin flow ~~through impact, and higher fleet costs and the impact of the CRS divestiture.~~through.

Adjusted Income from Operations for International increased for the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, compared to the ~~respective 2022~~2023 comparable ~~periods. These increases were~~period. This increase was primarily due to favorable RWCS pricing levers, the impact of divestitures, and foreign exchange rates, which were partially offset by lower SID revenues due to lower ~~recycled paper~~SOP rates and ~~volume, and higher supply chain and other inflationary costs.~~volume.

Adjusted Loss from Operations for Other Costs ~~increased~~decreased for the three ~~and nine~~ months ended ~~September 30, 2023,~~March 31, 2024, compared to the ~~respective 2022~~2023 comparable ~~periods. These increases were~~period. This decrease was primarily driven by ~~higher~~cost savings, including operational optimization initiatives, and lower incentive and stock-based compensation expense.

Interest expense, net:








$ In millions
	Three Months Ended March 31,
	2024			2023			Change
	$	% Revenues		$	% Revenues		$	%
Interest expense, net	18.4	2.8	%	20.4	3.0	%	(2.0)	(9.8)	%

Interest expense, net decreased for the three months ended March 31, 2024, as compared to the 2023 comparable period, primarily due to the decrease in our net debt, partially offset by higher interest rates.

Other income, net:








$ In millions
	Three Months Ended March 31,
	2024			2023			Change
	$	% Revenues		$	% Revenues		$	%
Other income, net	—	—	%	0.2	—	%	(0.2)	(100.0)	%

Other income, net is primarily comprised of foreign exchange gains (losses).


~~2023 Q3~~2024 Q1 10-Q Report			Stericycle, Inc. ●			2723

Table of Contents

~~Interest expense, net:~~

In millions
Three Months Ended September 30,
2023 2022 Change
$ % Revenues $ % Revenues $ %
Interest expense, net 17.4 2.7 % 19.8 2.9 % (2.4) (12.1) %
In millions
Nine Months Ended September 30,
2023 2022 Change
$ % Revenues $ % Revenues $ %
Interest expense, net 56.9 2.8 % 54.6 2.7 % 2.3 4.2 %

~~Interest expense, net decreased for the three months ended September 30, 2023, as compared to 2022, primarily due to the decrease in our net debt.~~

Interest expense, net increased for the nine months ended September 30, 2023, as compared to 2022, primarily due to higher weighted-average interest rates on the variable portion of our debt; partially offset by the decrease in our net debt. The nine months ended September 30, 2022 also included $1.1 million in interest income associated with income tax refunds. For further information, see ~~Part I, Item I. Financial Statements; Note 4 — Debt~~ ~~in the Condensed Consolidated Financial Statements.~~

~~Other income (expense), net:~~

In millions
Three Months Ended September 30,
2023 2022 Change
$ % Revenues $ % Revenues $ %
Other income (expense), net 0.1 — % 2.3 0.3 % (2.2) (95.7) %
In millions
Nine Months Ended September 30,
2023 2022 Change
$ % Revenues $ % Revenues $ %
Other income (expense), net (0.3) — % 0.8 — % (1.1) (137.5) %

~~Other income (expense), net is primarily comprised of foreign exchange (gains) losses.~~

Income tax expense:


In millions
		Three Months Ended September 30,
		2023			2022			Change
		$	Effective Rate		$	Effective Rate		$	%
Income tax expense		4.8	69.6	%	5.1	15.4	%	(0.3)	(5.9)	%

In millions
		Nine Months Ended September 30,
		2023			2022			Change
		$	Effective Rate		$	Effective Rate		$	%

$ In millions

$ In millions

$ In millions
		Three Months Ended March 31,
		Three Months Ended March 31,
		Three Months Ended March 31,
	2024															2024					2023					Change
	$													$				Effective Rate		$				Effective Rate		$			%
Income tax expense	Income tax expense	19.1	(112.4)	%	16.4	40.2	%	2.7	16.5	%	Income tax expense	7.4	36.1		36.1		%		8.5	42.9		42.9	%		(1.1)		(12.9)	(12.9)	%

For further information, see Part I, Item I. Financial Statements; Note 56 — Income Taxes in the Condensed Consolidated Financial Statements.


~~2023 Q3 10-Q Report~~			~~Stericycle, Inc. ●~~			28

~~Table of Contents~~

Liquidity and Capital Resources

The Company believes that it has sufficient liquidity to support its ongoing operations and to invest in future growth to create value for its shareholders. Operating cash flows and the Company’s $1.2 billion Credit Facility are the Company’s primary sources of liquidity and are expected to be used for, among other things, payment of interest and principal on the Company’s long-term debt obligations, and capital expenditures necessary to support growth and productivity improvements. As of ~~September 30, 2023,~~March 31, 2024, we had approximately ~~$1.1~~$0.4 billion of available capacity in the $1.2 billion Credit Facility. If

The Credit Agreement contains, among other covenants, a financial covenant requiring maintenance of a maximum Credit Agreement Defined Debt Leverage Ratio of 4.00 to 1.00 which includes, among other provisions, $50.0 million of cash add-backs to EBITDA with respect to any four fiscal quarter period ending on or before December 31, 2023. As of March 31, 2024, the ~~Company's 2024 Senior Notes are still outstanding 91 days prior~~Company was in compliance with its financial covenants. The Credit Agreement Defined Debt Leverage Ratio was 3.51 to ~~their respective maturity date (the “Springing Maturity Date”), then~~1.00, which was below the allowed maximum ratio of 4.00 to 1.00 as set forth in the amended Credit Agreement. Expiration of the $50.0 million of such cash add-backs to EBITDA contributed approximately 30 points of increase to the Credit Agreement ~~maturity date will be~~Defined Debt Leverage ratio as of March 31, 2024 compared to December 31, 2023.

On February 1, 2024, the ~~Springing Maturity Date. The~~ Company ~~currently has the ability and intent~~issued a redemption notice to ~~refinance the 2024~~2019 Senior Notes ~~on a long-term basis through available capacity under its Revolving Credit Facility. Therefore, as~~holders for redemption of September 30, 2023, the 2024 Senior Notes remain classified as Long-Term Debt in the Condensed Consolidated Financial Statements. In the nine months ended September 30, 2022, the Company paid a total of $81.0 million due to the DOJ, the SEC, and Brazil authorities ~~in accordance with the FCPA Settlement. The Company has paid substantially~~ all of the ~~settlement amounts due~~$600 million aggregate principal amount of the outstanding 2019 Senior Notes, and on March 14, 2024 completed the redemption with borrowings from the Revolving Credit facility. The refinancing of the 2019 Senior Notes using the Revolving Credit Facility converted the long-term debt from fixed rate to variable rate as of the ~~DOJ and Brazil authorities.~~redemption date. For further details concerning these matters, see Part I, Item I. Financial Statements; Note 45 — Debt~~and~~ ~~Note 8~~ — ~~Commitments and Contingencies~~ in the Condensed Consolidated Financial Statements.

Cash Flow Summary:

The following table shows cash flow information for the Company by activity:


In millions	In millions					In millions
		Nine Months Ended September 30,
		2023		2022
	Three Months Ended March 31,							Three Months Ended March 31,
	2024						2024		2023
Net cash from operating activities	Net cash from operating activities	$	193.3	$	43.1
Net cash from investing activities	Net cash from investing activities	(15.5)		(103.5)
Net cash from financing activities	Net cash from financing activities	(205.2)		56.7
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	1.1		(7.9)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	$	(26.3)	$	(11.6)

Operating Cash Flows: Net cash provided from operating activities ~~increased $150.2~~decreased $104.0 million in the first ~~nine~~three months of ~~2023,~~2024, to ~~$193.3~~an outflow of $54.5 million from ~~$43.1~~an inflow of $49.5 million in the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023. The ~~year-over-year~~decrease was mainly due to an increase ~~of $150.2 million was primarily driven by lower FCPA settlement payments of $72.8 million; improved~~in accounts ~~receivables collections,~~receivable, net of deferred revenues of ~~$55.0~~$63.1 million due to expected billing and collection delays from the prior U.S. RWCS ERP launch in September 2023; higher annual incentive plan payments of $17.1 million; and ~~lower annual incentive compensation payments~~other net working capital changes of ~~$22.3~~$23.8 million.

DSO as reported for ~~September 30, 2023~~March 31, 2024 was 6385 days or 5576 days, net of deferred revenues. During the third quarter of 2023, Stericycle advanced billing for certain RWCS subscription services, which contributed to the higher as reported DSO for ~~September 30, 2023.~~March 31, 2024. DSO as reported for ~~September 30, 2022~~March 31, 2023 was 6356 days or 6255 days, net of deferred revenues. The ~~September 30, 2023~~March 31, 2024 DSO, net of deferred revenues, was ~~lower~~higher as compared to the same period in ~~2022,~~2023, mainly driven by the ~~improved~~ timing of ~~SID~~U.S. RWCS customer billing and ~~collections.~~subsequent collections associated with the ERP implementation. Stericycle continues to identify and enhance North America billing and collections processes certain of which are associated with the ERP implementation.


2024 Q1 10-Q Report			Stericycle, Inc. ●			24

Table of Contents

Investing Cash Flows: Net cash from investing activities ~~increased $88.0~~decreased $22.3 million in the first ~~nine~~three months of ~~2023,~~2024, to an outflow of ~~$15.5~~$56.8 million from ~~$103.5~~$34.5 million in the ~~nine~~three months ended ~~September 30, 2022,~~March 31, 2023, primarily driven by cash ~~proceeds from divestitures~~payments for an acquisition of ~~$84.6~~$14.0 million in ~~2023.~~2024. Cash paid for capital expenditures ~~decreased~~increased by ~~$3.8~~$6.7 million to ~~$102.2 million from $106.0~~$43.1 million in the ~~nine~~first three months of 2024 from $36.4 million in the three months ended ~~September 30, 2022~~March 31, 2023.

Financing Cash Flows: Net cash from financing activities ~~decreased $261.9~~increased $120.9 million in the first ~~nine~~three months of ~~2023,~~2024, to an inflow of $109.3 million from an outflow of ~~$205.2 million from an inflow of $56.7~~$11.6 million in the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023. Net ~~repayments~~borrowings on our Credit Facility and Term Loan were ~~$183.3~~$722.9 million in the ~~nine~~three months ended ~~September 30, 2023,~~March 31, 2024, compared to net borrowings of ~~$73.5~~$3.9 million in the ~~nine~~three months ended ~~September 30, 2022.~~March 31, 2023. The Company redeemed all of the $600 million aggregate principal amount of the outstanding 2019 Senior Notes on March 14, 2024 with Revolving Credit facility borrowings.

Critical Accounting Policies and Estimates

As discussed in our ~~2022~~2023 Form 10-K, the preparation of the Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the amount of reported assets and liabilities and disclosure of contingent liabilities at the date of the Condensed Consolidated Financial Statements and revenues and expenses during the periods reported. There were no material changes from the information provided therein.


~~2023 Q3~~2024 Q1 10-Q Report			Stericycle, Inc. ●			2925

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are exposed to market risks, including changes in interest rates, certain commodity prices, including SOP, diesel fuel, utilities and foreign currency rates. We do not specifically hedge our exposure to these risks.

We are subject to market risks arising from changes in interest rates which relate primarily to our financing activities. We performed a sensitivity analysis to determine how market rate changes might affect the fair value of our market risk-sensitive debt instruments (variable rate debt), which in aggregate as of ~~September 30, 2023~~March 31, 2024 were ~~13.0%~~62.4% of total aggregate debt. Our potential additional interest expense over one year that would result from a hypothetical, instantaneous and unfavorable change of 100 basis points in the interest rate on all of our variable rate debt would be approximately ~~$1.7~~$8.8 million on a pre-tax basis.

We are subject to market risks arising from changes in the prices for commodities such as SOP, diesel fuel, and utilities. For example, historically diesel fuel has been approximately five percent of our Cost of Revenues. As the market prices for these commodities increase or decrease, our revenues, operating costs and margins may also increase or decrease. Variability in commodity prices can also impact the margins of our business as certain components of our revenue are structured as a pass through of costs, including fuel surcharges as changes in diesel costs may offset in Revenues through our indexed fuel surcharges at certain levels of pricing.

There were no other material changes from the information provided in our ~~2022~~2023 Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) are effective as of ~~September 30, 2023,~~March 31, 2024, based on the evaluation of these controls and procedures required by Rule 13a-15(b) or 15d-15(b) of the Exchange Act.

Changes in Internal Control Over Financial Reporting

InDuring the ~~third~~ quarter ofended ~~2023~~March 31, 2024, ~~we completed deployment of our ERP system for our U.S. RWCS business. As a result of the ERP system implementation, in the third quarter of~~ ~~2023~~ ~~certain internal controls over financial reporting~~there were no changes that have been automated, modified, or implemented to address the new control environment associated with the ERP system. Additionally, the Company completed pre-implementation and post-implementation internal control monitoring associated with the launch. While Stericycle believes that this new system will enhance its internal control over financial reporting, there are inherent risks in implementing any new system, and we will continue to evaluate these control changes as part of our assessment of the control design and effectiveness throughout ~~2023~~.

~~There have been no other changes in our internal control over financial reporting that occurred during the third quarter of~~ ~~2023~~ ~~that~~ materially affected or are reasonably likely to materially affect our internal control over financial reporting.


~~2023 Q3~~2024 Q1 10-Q Report			Stericycle, Inc. ●			3026

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Further information pertaining to legal proceedings can be found in Part I, Item I. Financial Statements; Note 89 — Commitments and Contingencies in the Condensed Consolidated Financial Statements and is incorporated herein by reference.

Item 1A. Risk Factors

In addition to the other information included in this report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in the ~~2022~~2023 Form 10-K and subsequent Quarterly Reports on Form 10-Q and the factors identified under “Safe Harbor Statement” at the beginning of Part I, Item 2 of this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition, cash flows, or results of operations. The risks described in the ~~2022~~2023 Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company or that the Company currently considers immaterial also may materially adversely affect its business, financial condition, and/or operating results. There have been no material changes to the risk factors included in the ~~2022~~2023 Form ~~10-K, other than as described below.~~

We may not realize the expected financial benefits within the anticipated timeline from our continuous improvement efforts including operational efficiency, modernization and innovation actions, among others.

We remain focused on continuous improvements including HCoperational efficiency, modernization, and innovation to control costs and improve performance and efficiencies. We analyze opportunities in areas such as facility footprint, processing capabilities, equipment needs, team member requirements, fleet replacement and route and long-haul network improvements, managed service opportunities, and container rationalization and modernization. We may incur more charges and cash expenditures than estimated and may not realize the expected improvements or cost savings in the planned timeframe or at all. The amount, timing and recognition of charges, if any, would be affected by the occurrence of commitments and triggering events as defined under U.S. GAAP, among other factors.

~~We depend on third parties to provide a variety of services.~~

We depend on third parties to provide a variety of services including information technology, finance and accounting and processing a portion of the regulated waste we collect from our customers, among others. We may continue to increase our dependence on third-party providers for other services. The failure of these service providers to meet their obligations or the development of significant disagreements or other factors may disrupt our ongoing relationship with these providers or the services they provide, which could adversely affect our business, financial condition or results of operations. In addition, failure by waste disposal vendors to properly handle or dispose of the regulated waste we collect from customers could expose us to liability, increase our costs, damage our reputation and generally have an adverse effect on our business, financial condition or results of operations.

~~Geopolitical tensions and military conflict and the global community’s response may create substantial political and economic disruption, uncertainty and risk.~~

~~U.S. and global markets may experience volatility and disruption following the escalation of geopolitical tensions and military conflicts, such as those between Russia and Ukr~~aine and in the Middle East. Although the length and impact of ongoing military conflicts is highly unpredictable, such conflicts could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions, increased cyber-attacks and social unrest in certain regions in which we operate. We are continuing to monitor existing geopolitical tensions and military conflicts and are assessing their potential impact on our business.10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds ~~and Issuer Purchases of Equity Securities~~

There were no sales of unregistered equity securities during the three months ended ~~September 30, 2023.~~March 31, 2024.

Item 5. Other Information

During the three months ended ~~September 30, 2023,~~March 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the SEC’s rules).


~~2023 Q3~~2024 Q1 10-Q Report			Stericycle, Inc. ●			3127

Table of Contents

Item 6. Exhibits

The following exhibits are filed or furnished as part of this report:

Exhibit Index


Exhibit Index						Description

3.1						Amended and restated certificate of incorporation (incorporated by reference to Exhibit 3.1 to our registration statement on Form S-1/A declared effective on August 22, 1996)
3.2						First certificate of amendment to amended and restated certificate of incorporation (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed November 29, 1999)
3.3						Second certificate of amendment to amended and restated certificate of incorporation (incorporated by reference to Exhibit 3.4 to our annual report on Form 10-K for 2002)
3.4						Third certificate of amendment to amended and restated certificate of incorporation (incorporated by reference to Exhibit 3.4 to our registration statement on Form S-4 declared effective on October 10, 2007)
3.5						Fourth certificate of amendment to amended and restated certificate of incorporation (incorporated by reference to Exhibit 3(i).1 to our quarterly report on Form 10-Q filed August 7, 2014)
3.6						Certificate of Designation setting forth the specific rights, preferences, limitations, restrictions and other terms and conditions of the Series A Convertible Preferred Stock, par value $0.01 per share (incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed November 29, 1999)
3.7						Certificate of Elimination of the Certificate of Designations relating to Series A Convertible Preferred Stock, par value 0.01 per share (incorporated by reference to Exhibit 3.1 and 4.1 to our current report on Form 8-K filed September 15, 2015)
3.8						Certificate of Designations setting forth the specific rights, preferences, limitations, restrictions and other terms and conditions of the Mandatory Convertible Preferred Stock (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form 8-A filed September 15, 2015)
3.9						Certificate of Elimination of the Certificate of Designations relating to 5.25% Series A Mandatory Convertible Preferred Stock (incorporated by reference to Exhibit 3.9 to our Quarterly Report on Form 10-Q filed November 11, 2018)
3.10						Amended and restated bylaws (incorporated by reference to Exhibit 3.2 to our current report on Form 8-K filed December 15, 2022)



10.1						Stericycle, Inc. Annual Incentive Plan, as amended, effective January 1, 2024 (incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed November 2, 2023)
10.2						Stericycle, Inc. Outside Directors Compensation Policy, as amended, effective September 13, 2023
10.3						Stericycle, Inc. Executive Severance and Change in Control Plan, as amended and restated effective April 23, 2024
31.1						Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2						Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32						Section 1350 Certification of Chief Executive Officer and Chief Financial Officer
101						The following information from our Quarterly Report on Form 10-Q for the quarter ended ~~September 30, 2023,~~March 31, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Statements of ~~Income (Loss);~~Income; (ii) Condensed Consolidated Statements of Comprehensive ~~(Loss)~~ Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Cash Flows; (v) Condensed Consolidated Statements of Changes in Equity; (vi) Notes to Condensed Consolidated Financial Statements, and (vii) the information under Part II, Item 5, “Other Information”
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


~~2023 Q3~~2024 Q1 10-Q Report			Stericycle, Inc. ●			3228

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: ~~November 2, 2023~~April 25, 2024


STERICYCLE, INC.
(Registrant)
By: /s/ JANET H. ZELENKA
Janet H. Zelenka
Executive Vice President, Chief Financial Officer & Chief Information Officer


~~2023 Q3~~2024 Q1 10-Q Report			Stericycle, Inc. ●			3329


In millions
	Three Months Ended September 30, 2023						Nine Months Ended September 30, 2023
	Loss - pre-cumulative currency translation		Cumulative currency translation loss realized		Total loss		Loss (gain) - pre-cumulative currency translation		Cumulative currency translation loss (gain) realized		Total loss (gain)
Divestitures




International Segment
Romania Operations	$	3.2	$	1.0	$	4.2	$	3.2	$	1.0	$	4.2
UAE Joint Venture	—		—		—		0.5		—		0.5
Netherlands Dental Operations	—		—		—		1.0		—		1.0
Republic of Korea Operations	—		—		—		(48.1)		(2.7)		(50.8)
Australia and Singapore Operations	—		—		—		5.1		2.2		7.3
Brazil Operations	—		—		—		26.1		70.1		96.2
International Container Manufacturing Operations	—		—		—		5.0		—		5.0


Divestiture losses (gains), net	$	3.2	$	1.0	$	4.2	$	(7.2)	$	70.6	$	63.4