SRCL-2014.12.31-10K
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-K
 
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014
or
¨ 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 0-21229
 
Stericycle, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
36-3640402
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification Number)
28161 North Keith Drive
Lake Forest, Illinois 60045
(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:
Common stock, par value $.01 per share
 
NASDAQ Global Select Market
(Title of each class)
 
(Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES x NO ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act of 1934. YES ¨ NO x
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 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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K, or any amendment to this Form 10-K. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of "accelerated filer", "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer x
 
Accelerated filer ¨
Non-accelerated filer ¨
 
Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act). YES ¨ NO x
State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2014): $10,038,938,856.
On February 16, 2015, there were 84,940,511 shares of the Registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Information required by Items 10, 11, 12 and 13 of Part III of this Report is incorporated by reference from the Registrant’s definitive Proxy Statement for the 2015 Annual Meeting of Stockholders to be held on May 27, 2015.


Table of Contents

Stericycle, Inc.
Table of Contents
 
 
Page No.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 



Table of Contents

PART I
Item 1. Business
Unless the context requires otherwise, "we," "us" or "our" refers to Stericycle, Inc. and its subsidiaries on a consolidated basis.
Overview
Services
We are in the business of providing regulated and compliance solutions to healthcare and commercial businesses. This includes the collection and processing of specialized waste for disposal, and a variety of training, consulting, recall/return, communication, and compliance services. We operate integrated regulated waste management networks in the United States, Argentina, Brazil, Canada, Chile, Ireland, Japan, Mexico, Portugal, Romania, Republic of Korea, Spain, and the United Kingdom. Our worldwide networks include a total of 181 processing facilities, 214 transfer sites, and 97 other service facilities. Our regulated waste processing technology is primarily autoclaving, but we also use incineration and our proprietary electro-thermal-deactivation system ("ETD").
The regulated solutions we provide include: medical waste disposal, hazardous waste management, our Steri-Safe® medical waste and compliance program, our Clinical Services program, our Sharps Management Service featuring Bio Systems® reusable sharps containers, pharmaceutical waste disposal, and medical safety products. Our compliance solutions include: training, consulting, inbound/outbound communications, data reporting, and other regulatory compliance services. In addition to our regulated and compliance solutions, we offer regulated recall and returns management solutions which encompass a number of services for a variety of businesses, but consist primarily of managing the recall, withdrawal, or return of expired or recalled products and pharmaceuticals.
Customers
We serve more than 600,000 customers worldwide, including both large-quantity generators, such as hospitals, blood banks and pharmaceutical manufacturers, and small-quantity generators, such as outpatient clinics, medical and dental offices, long-term and sub-acute care facilities, veterinary offices, municipalities, laboratories, and retail pharmacies.
For large-quantity generators of regulated waste such as hospitals and for pharmaceutical companies, laboratories, and distributors, we offer:
our regulated waste management services;
our Bio Systems® reusable sharps disposal management services;
our pharmaceutical waste services;
our Integrated Waste Stream Solutions (IWSS) program;
a variety of products and services for infection control;
our regulated recall and returns management services for expired or recalled products and pharmaceuticals; and
a variety of communication services.
For small-quantity generators of regulated waste such as doctors’ offices, dentists, retailers or other commercial businesses, we offer:
our regulated waste management services;
our Bio Systems® reusable sharps disposal management services;
a variety of products and services for infection control;

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our regulated recall and returns management services for expired or recalled products and pharmaceuticals; and
a variety of communication services.
We benefit from significant customer diversification. No one customer accounts for more than 1.5% of our total revenues, and our top ten customers account for 7.0% of total revenues.
Industry Overview
Governmental legislation and regulation increasingly requires the proper handling and disposal of regulated waste which includes such items as medical waste, hazardous waste, and pharmaceutical waste. Regulated waste is generally any hazardous material; any regulated pharmaceutical waste, which consists of expired or recalled pharmaceuticals; or any medical waste that can potentially cause an infectious disease such as needles, syringes, gloves, cultures and stocks of infectious agents, blood and blood products.
We believe that in 2015, the size of the global market for the services we provide is approximately $19.5 billion. Industry growth is driven by a number of factors. These factors include:
Aging of Population: The average age of the population in the countries we operate in is rising. As people age, they typically require more medical attention and a wider variety of tests, procedures and medications, leading to an increase in the quantity of regulated waste generated.
Pressure to Reduce Healthcare Costs: The healthcare industry is under pressure to reduce costs. We believe that our services can help healthcare providers to reduce their handling and compliance costs and to reduce their potential liability for employee exposure to bloodborne pathogens and other infectious agents. In addition, hospital institutions continue to outsource services which we can provide.
Enforcement of Environmental Regulations: At both the federal and local levels, enforcement of regulations relating to the management of regulated waste is increasing. Penalties for violations can be costly as well as high profile thereby impacting a business’ overall reputation.
Safety Regulation: We believe that many businesses that are not currently using third party regulated waste management services are unaware either of the need for proper training of employees or of the requirements of OSHA and other regulations regarding the handling of regulated waste. These businesses include manufacturing facilities, schools, restaurants, hotels and other businesses where employees may come into contact with bloodborne pathogens or handle hazardous materials. Similarly, the proper handling of expired or recalled products requires an expertise that many businesses lack or find inefficient to provide.
Shift to Off-Site Treatment: We believe that patient care is continuing to shift from institutional higher-cost acute-care settings to less expensive, smaller, off-site treatment alternatives, with a resulting increase in the number of regulated medical waste generators that cannot treat their own regulated waste.
Control of Drug Diversion: The U.S. Drug Enforcement Administration ("DEA") is emphasizing improved control of the handling and shipment of controlled substances to prevent diversion and counterfeiting, thus increasing the utility to pharmaceutical manufacturers and distributors of a returns service for expired or recalled pharmaceuticals.
Competitive Strengths
We believe that we benefit from the following competitive strengths, among others:
Broad Range of Services: We offer our customers a broad range of services. We work with businesses across a number of industries such as healthcare, manufacturing, and retail to safely and efficiently

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dispose of regulated materials, ensure regulatory compliance, improve employee and customer safety, protect their brands, improve communications with patients, and manage corporate and personal risk.
Strong Service Relationships with Customers: We offer our customers necessary services which require access to our customers’ facilities and operating information. This relationship, supported by a history of service, provides us with access to decision makers to offer additional opportunities.
Long-term Contracts: The majority of services we provide involve long-term contracts which also act as a barrier to entry.
Established Network of Processing and Transportation Locations in Each Country: We believe that our network of locations results in a very efficient operation. The network also provides redundancy so that we can quickly redirect waste for treatment or disposal should such needs exist due to severe weather, power outages, or other such situations.
Diverse Customer Base and Revenue and Cost Stability: We have a diverse customer base and contractual relationships in all the markets in which we operate. We are also generally protected from the cost of regulatory changes or increases in fuel, insurance or other operating costs because our regulated waste contracts typically allow us to adjust our prices to reflect these cost changes.
Strong Sales Network and Proprietary Database: We use both telemarketing and direct sales efforts to obtain new customers for our regulated waste and other services. In addition, we have a large database of potential new small-quantity customers, which we believe gives us a competitive advantage in identifying and reaching this higher-margin sector.
Experienced Senior Management Team: We have experienced leadership. Our five most senior executives collectively have over 140 years of management experience in the health care and waste management industries.
Ability to Integrate Acquisitions: Since 1993 we have completed 392 acquisitions in the United States and internationally and have demonstrated a consistent ability to integrate our acquisitions into our operations successfully.
Our goals are to strengthen our position as a leading provider of regulated waste and compliance services and to continue to improve our profitability. Components of our strategy to achieve these goals include:
Expand Range of Services and Products: We believe that we continue to have opportunities to expand our business by increasing the range of products and services we offer our existing customers. For example, to small-quantity customers, we also offer OSHA compliance services through our Steri-Safe® and Clinical Services programs as well as communication solutions; to large-quantity customers, we also offer our Sharps Management Services using Bio Systems® reusable containers, our pharmaceutical waste disposal services and communication solutions.
Seek Complementary Acquisitions: We intend to continue to seek opportunities to acquire businesses that expand our networks and service capabilities in the United States and internationally that will increase our customer base. We believe that selective acquisitions can enable us to improve our operating efficiencies through increased utilization of our service infrastructure.
Improve Margins: We intend to continue working to improve our margins by increasing our base of small-quantity customers and focusing on service strategies that more efficiently meet the needs of our large-quantity customers.
Acquisitions
We have substantial experience in evaluating potential acquisitions and determining whether a particular business can be integrated into our operations with minimal disruption. Once a business is acquired, we implement programs and procedures to improve customer service, sales, marketing, routing, equipment utilization, employee productivity, operating efficiency, and overall profitability.

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We have completed 392 acquisitions from 1993 through 2014, with 211 in the United States and 181 internationally. During 2014, we completed 44 acquisitions, of which 17 were domestic businesses and 27 were international businesses in Latin America, Europe, Canada, Japan, and Republic of Korea.

International
We conduct regulated waste operations in Argentina, Brazil, Canada, Chile, Ireland, Japan, Mexico, Portugal, Romania, Republic of Korea, Spain, and the United Kingdom. We began our operations in Canada and Mexico in 1998, Argentina in 1999, the United Kingdom in 2004, Ireland in 2006, Chile in 2008, Romania and Portugal in 2009, Brazil and Japan in 2010, Spain in 2011, and Republic of Korea in 2014. Our international service offerings are primarily regulated waste services. We also have started an international presence for our returns and quality audit program. While our international customers are primarily large quantity generators, we are expanding our small quantity customer base through programs similar to our Steri-Safe program such as Stericycle Clinical Services in Canada and select countries in Europe.
Regulated Waste Services and Operations
Collection and Transportation: In many respects, our regulated waste business is one of logistics. Efficiency of collection and transportation of regulated waste is a critical element of our operations because it represents the largest component of our operating costs.
For regulated waste, we supply the appropriate Department of Transportation approved containers to our customers. To assure regulatory compliance, we will not accept regulated waste from customers unless it complies with our acceptance protocols and is properly packaged in containers that we have either supplied or approved.
Our fleet of transportation vehicle then collects containers at the customer location. The waste is then transported directly to one of our processing facilities or to one of our transfer stations where it is combined with other regulated waste and transported to a processing facility.
Transfer stations allow us to temporarily hold small loads of waste until they can be consolidated into full truckloads and transported to a processing facility. Our use of transfer stations in a "hub and spoke" configuration improves the efficiency of our collection and transportation operations by expanding the geographic area that a particular processing facility can serve thereby increasing utilization of the facility by increasing the volume of waste that it processes.
Processing and Disposal: Stericycle was founded on the belief that there was a need for safe, secure and environmentally responsible management of regulated medical waste. From our beginning, we have encouraged the use of non-incineration treatment technologies such as autoclaving and our ETD process. While we recognize that some state regulations currently mandate that some types of regulated waste must be incinerated, we also know from years of experience working with our customers that there are ways to reduce the amount of regulated waste that is ultimately incinerated. The most effective strategy that we have seen involves comprehensive education of our customers in waste minimization and segregation.
Upon arrival at a processing facility, containers or boxes of regulated waste typically undergo a quality control process to verify that they do not contain any unacceptable substances. Any container or box that is discovered to contain unacceptable waste goes through a corrective action process which could include redirecting the waste, returning the waste to the customer, and/or notifying the appropriate regulatory authorities.
Upon receipt at a processing facility, expired or recalled products are counted and logged, and controlled substances are stored securely. In accordance with the manufacturer’s instructions, expired or recalled products are then returned to the manufacturer or destroyed in compliance with applicable regulations.

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Hazardous wastes are bulked together or consolidated at treatment storage and disposal facilities for more efficient transport to final disposal or processing. These wastes are then sent to third parties for incineration, recycling, landfill, water treatment, or fuel blending.
Regulated medical waste is processed using one of several treatment or processing technologies, predominately at one of our wholly-owned facilities.
Autoclaving: Autoclaving treats regulated waste with steam at high temperature and pressure to kill pathogens. Autoclaving alone does not change the appearance of waste, and some landfill operators may not accept recognizable regulated waste. In this case, autoclaving may be combined with a shredding or grinding process to render the regulated waste unrecognizable.
ETD: Our ETD treatment process includes a system for grinding regulated waste. After grinding, ETD uses an oscillating field of low-frequency radio waves to heat regulated waste to temperatures that destroy pathogens such as viruses, bacteria, fungi and yeast without melting the plastic content of the waste. ETD does not produce regulated air or water emissions.
Incineration: Incineration burns regulated waste at elevated temperatures and reduces it to ash. Incineration reduces the volume of waste, and it is the recommended treatment and disposal option for some types of regulated waste such as anatomical waste or residues from chemotherapy procedures and non-hazardous pharmaceutical waste. Air emissions from incinerators can contain certain byproducts that are subject to federal, state, and in some cases, local regulation. In some circumstances, the ash byproduct of incineration may be regulated.
Upon completion of the particular process, the resulting waste or incinerator ash is transported for resource recovery or disposal in a landfill owned by unaffiliated third parties.
After treatment or consolidation, certain plastic containers such as our Steri-Tub® or Bio Systems® containers have been emptied, they are washed, sanitized and returned to customers for re-use. Plastic or steel drums are sent for recertification for reuse. When possible, corrugated cardboard containers are recycled.
Documentation: We provide complete documentation to our customers for all regulated waste that we collect in accordance with applicable regulations and customer requirements.
Marketing and Sales
Marketing Strategy: We use both telemarketing and direct sales efforts to obtain new customers. In addition, our drivers may also participate in our regulated waste marketing efforts by actively soliciting small-quantity customers they service.
Small-Quantity Customers: We target small-quantity customers as a growth area of our regulated waste business. We believe that when small-quantity regulated waste customers understand the potential risks of failing to comply with applicable regulations, they appreciate the value of the services that we provide. We consider this factor to be the basis for the higher gross margins that we have achieved with our small-quantity customers relative to our large-quantity customers. We believe that the same potential exists in processing returns of hazardous and expired products for smaller customers.
Steri-Safe® and Communication Solutions: Our domestic Steri-Safe® Compliance Program provides an integrated regulated waste management and compliance-assistance service for small-quantity customers who typically lack the internal personnel and systems to comply with OSHA, HIPAA and other regulations. Customers for our Steri-Safe® service pay a predetermined subscription fee in advance for regulated waste collection and processing services, and can also choose from available packages of training and education services and products designed to help them implement a specific business compliance program. We believe

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that the implementation of our Steri-Safe® service provides us with an enhanced opportunity to leverage our existing customer base through the program’s diversified product and service offerings. In 2010 and 2011, we introduced a similar program called Clinical Services in Canada, Ireland, Portugal, Spain, and the United Kingdom. We offer a variety of services to healthcare providers and commercial businesses designed to enhance office productivity and efficiency, and to improve communications with their patients or customers. We believe that our communication solutions afford us an additional opportunity to leverage our existing small-quantity customer base.
Large-Quantity Customers: Our marketing efforts to large-quantity customers are conducted by account executives, service specialists and healthcare compliance specialists focused on serving as a trusted adviser to our customers. In this role, our field resources provide advice, training, and consultative services to assist our large-quantity customers reach their objectives of staying in compliance with local, state, and federal regulations, reducing their impact on the environment, maintaining a safe work environment for their staff and patients, and efficiently improving the patient experience through communications.
We offer individual waste stream services, including regulated waste management services, such as medical waste, pharma waste, hazardous waste, and Sharps Management Service featuring our Bio Systems® reusable containers. Additionally, we have the ability to manage the full spectrum of waste streams generated by a facility with our Integrated Waste Stream Solutions service. Many of Stericycle’s services for large-quantity customers deliver fully integrated, turnkey solutions which include program design, clinical staff education, implementation support, onsite service personnel, and the necessary service equipment to support each program.
Mail-Back Program: We also operate a domestic "mail-back" program by which we can reach small-quantity regulated waste customers located in outlying areas that would be inefficient to serve using our regular route structure. Our mail-back program has allowed us to service customers as far away as Hawaii, Alaska, Guam, and the Virgin Islands and offer solutions for specific settings like home healthcare or retail.
National Accounts: As a result of our extensive geographic coverage, we are capable of servicing national account customers (i.e., customers requiring regulated waste management services at various geographically dispersed locations).
Contracts: We have multi-year contracts with the majority of our customers. We negotiate individual contracts with each customer. Although we have several standard forms of contract, terms may vary depending upon the customer’s service requirements and the volume of regulated waste generated, and in some jurisdictions, statutory and regulatory requirements. Substantially all of our contracts with small-quantity customers contain automatic renewal provisions.
Competition
The industries and markets in which we operate are highly competitive, and barriers to entry into the regulated waste collection and disposal business, the pharmaceutical returns business, and the communication solutions business are very low. Our competitors consist of many different types of service providers, including a large number of national, regional and local companies. In the regulated waste industry, another major source of competition is the on-site treatment of regulated waste by some large-quantity generators, particularly hospitals. Similarly, customers could handle recalls or communication solutions internally.
In addition, in the regulated waste industry we face potential competition from businesses that are attempting to commercialize alternate treatment technologies or products designed to reduce or eliminate the generation of regulated waste, such as reusable or degradable medical products.

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Governmental Regulation
The regulated waste industry is subject to extensive regulations. In many countries there are multiple regulatory agencies at the local and national level that affect our services. This statutory and regulatory framework imposes a variety of compliance requirements, including requirements to obtain and maintain government permits. We maintain numerous governmental permits, registrations, and licenses to conduct our business in the jurisdictions in which we operate. Our permits vary by jurisdiction based upon our activities within that jurisdiction and on the applicable laws and regulations of that jurisdiction. These permits grant us the authority, among other things:
to construct and operate collection, transfer and processing facilities;
to transport regulated waste within and between relevant jurisdictions; and
to handle particular regulated substances.
Our permits must be periodically renewed and are subject to modification or revocation by the issuing authority. We are also subject to regulations that govern the definition, generation, segregation, handling, packaging, transportation, treatment, storage and disposal of regulated waste. In addition, we are subject to extensive regulations to ensure public and employee health and safety.
U.S. Federal and Foreign Regulation: We are subject to substantial regulations enacted and enforced by the U.S. government and by the governments of the foreign jurisdictions in which we conduct regulated waste operations. The specific statutory and regulatory requirements we must comply with vary from jurisdiction to jurisdiction. The laws governing our domestic and international operations generally consist of statutes, legislation and regulations concerning environmental protection, employee health and welfare, transportation, the use of the mail, and proper handling and management of regulated waste streams and controlled substances.
Environmental Protection: Our business is subject to extensive and evolving environmental regulations in all of the geographies in which we operate. Generally, the environmental laws we are subject to regulate the handling, transporting, and disposing of hazardous and non-hazardous waste, the release or threatened release of hazardous substances into the environment, the discharge of pollutants into streams, rivers, groundwater and other surface waters, and the emission of pollutants into the air. The principal environmental laws that govern our operations in the U.S. are state environmental regulatory agencies as they provide the specific legislative and or regulatory frameworks which require the management and treatment of regulated medical waste. Additionally, the Resource Conservation and Recovery Act of 1976 ("RCRA"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), and the Clean Air Act of 1970 are the federal regulations that affect management of certain aspects of regulated medical waste and all RCRA hazardous wastes. CERCLA and state laws similar to it may impose strict, joint and several liability on the current and former owners and operators of facilities from which release of hazardous substances has occurred and on the generators and transporters of the hazardous substances that come to be located at these facilities. The ten incinerators at seven facilities we currently operate in the U.S. must comply with the emissions standards imposed by the applicable states pursuant to regulations promulgated under the Clean Air Act.
Examples of environmental laws applicable to our international operations include the Waste Framework Directive, Environmental Liabilities Directive, IPPC (Integrated Pollution Prevention and Control) Directive, and Waste Incineration Directive in the European Union ("EU"), the Waste Management Act in Ireland, Ley 154 (Residuos Patogenicos) in Argentina, Lei 12.305/2010 (Lei Ordinária) Institui A Política Nacional De Resíduos Sólidos in Brazil, and the Canadian Environmental Protection Act and related regulations in Canada.
Employee Health and Welfare: We are also subject to numerous regulations promulgated to protect and promote worker health and welfare through the implementation and enforcement of standards designed

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to prevent illness, injury and death in the workplace. The primary federal laws relating to employee health and welfare applicable to our business in the U.S. is the Occupational Safety and Health Act of 1970, which establishes specific employer responsibilities including engineering controls, administrative controls, training, policies and programs complying with the regulations and ultimately recordkeeping and reporting, all in an effort to ensure a safe workplace. Various OSHA standards apply to almost all aspects of our operations and govern such matters as exposure to bloodborne pathogens, hazard communication, personal protective equipment, etc.
Employee health and welfare laws governing our business in foreign jurisdictions include examples such as the Workplace Health and Safety Directive and the Directive concerning ionizing radiation in the EU, and various provisions of the Canada Labour Code and related regulations in Canada.
Transportation: Various laws regulating the transportation of waste and other potentially dangerous materials also apply to the services we provide. In the U.S., the Department of Transportation ("DOT") has promulgated regulations which deal with two different aspects of transportation: hazardous materials transport and safety in transportation. The Pipeline Hazardous Materials Safety Administration ("PHMSA") requires specific packaging and labeling of regulated hazardous materials and wastes to ensure public safety. For regulated medical waste PHMSA incorporates the OSHA bloodborne pathogens standard and requires containers that meet certain specifications including but not limited to: proper markings (biohazard symbol, UN code, etc.), sufficient strength and rigidity, leakproofness and puncture resistance. Other hazardous materials such as expired pharmaceuticals, waste chemicals, damaged retail products which are hazardous wastes are also subject to DOT PHMSA regulations. We identify pharmaceutical products by their National Drug Code number and classify them according to the EPA classification criteria and identify the proper handling, transportation and disposal requirements. The Federal Motor Carrier Safety Administration ("FMCSA") regulates safety of drivers and vehicles which requires us to ensure driver and vehicle fitness through training, medical surveillance and inspection. These federal requirements plus additional state requirements are closely monitored internally and due to our fleet size we are regularly subject to road side inspections. These inspections have cumulative effect on our compliance history and require us to remain in good standing so not to jeopardize our permits.
Examples of transportation laws we must comply with internationally include the Directive on the Inland Transportation of Dangerous Goods in the EU and the Transport of Dangerous Goods Act and related regulations in Canada.
Use of the Mail: United States Postal Service ("USPS") has its own set of specific regulations defined in Publication 52 which governs the use of the postal system for mailing of hazardous, restricted and perishable materials. More specifically, our sharps and medical waste mailback management offerings, require us to obtain and maintain authorization permits from the USPS. We have obtained permits from the USPS to conduct our "mail-back" programs which provide a convenient service for customers who need such a service with approved containers for "sharps" (needles, knives, broken glass and the like) or other regulated medical wastes to be sent directly to a treatment facility.
Controlled Substances: In the U.S., our regulated recall and returns management services business is subject to laws and regulations under the DEA regulating the closed loop management of controlled substances. Our returns service for expired and recalled pharmaceuticals accepts controlled substances as part of their service offering and is therefore subject to DEA regulations. These regulations require facilities to obtain a registration from the DEA and meet certain criteria in order to be able to collect, process and dispose of controlled substances. DEA has very strict requirements for management of employees, the type of security within facilities, recordkeeping and reporting of all controlled substances managed at the facility. Much like permitting, the registration must be updated regularly and subjects us to inspection and enforcement by DEA agents.

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U.S. and Foreign Local Regulation: We conduct business in all 50 states and Puerto Rico. Because the federal EPA did not promulgate regulations for regulated medical waste at a national level, each state has its own regulations related to the handling, treatment and storage of regulated medical waste. Many states have followed requirements similar to the Medical Waste Tracking Act of 1988 or have placed medical waste regulations under solid waste regulations. Hazardous waste in the U.S. is regulated under the Resource Recovery and Conservation Act. In addition, certain states may have their own regulations for handling, treatment and storage of hazardous wastes.
In each state where we operate a processing facility or a transfer station, we are required to comply with varying state and local laws and regulations which may also require a specific operating plan. In addition, many local governments have ordinances and regulations, such as zoning or wastewater regulations that affect our operations. Similarly, our international operations are subject to regulations enacted and enforced at the provincial, municipal, and local levels of government in addition to the national regulations with which we must comply.
Patents and Proprietary Rights
We hold United States patents relating to the ETD treatment process and other aspects of processing regulated waste. We have filed or have been assigned patent applications in several foreign countries. The last of our current United States patents relating to our ETD treatment process expires in January 2019.
We own federal registrations for a number of trademarks/servicemarks including Stericycle®, Steri-Safe®, Steri-Fuel®, Steri-Plastic®, Steri-Tub®, Direct Return®, Stericycle ExpertRECALL®, Sustainable Solutions®,Bio Systems®, and a service mark consisting of a nine-circle design used in our company logo.
Potential Liability and Insurance
The regulated waste industry involves potentially significant risks of statutory, contractual, tort and common law liability claims. Potential liability claims could involve, for example:
cleanup costs;
personal injury;
damage to the environment;
employee matters;
property damage; or
alleged negligence or professional errors or omissions in the planning or performance of work.
We could also be subject to fines or penalties in connection with violations of regulatory requirements.
We carry $55 million of liability insurance (including umbrella coverage), and under a separate policy, $25 million of aggregate pollution and legal liability insurance ($10 million per incident and $15 million excess per incident). We consider this insurance sufficient to meet regulatory and customer requirements and to protect our employees, assets and operations.
Employees
As of December 31, 2014, we had 16,718 full-time and 1,938 part-time employees, of which 9,969 were employed in the United States and 8,687 internationally. A total of 16 collective bargaining agreements with local unions of the International Brotherhood of Teamsters cover approximately 456 of our U.S. drivers, transportation helpers and plant workers. These agreements expire at various dates through October 2017. We also have 1,981 employees in Latin America, 117 employees in Canada, and 111 employees in Europe under collective bargaining agreements. We consider our employee relations to be satisfactory.

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Executive Officers of the Registrant
The following table contains certain information regarding our five current executive officers:
Name
Position
Age

Mark C. Miller
Executive Chairman
59

Charles A. Alutto
President and Chief Executive Officer
49

Brent Arnold
Executive Vice President and Chief Operating Officer
46

Daniel V. Ginnetti
Executive Vice President and Chief Financial Officer
46

Michael J. Collins
Executive Vice President and President, Recall and Returns Management Services
58

Mark Miller has served as our Executive Chairman since January 2013 and director as of May 1992. He became our Chief Executive Officer in May 1992 and Chairman of the Board of Directors in August 2008. From May 1989 until joining us, Mr. Miller served as vice president for the Pacific, Asia and Africa in the international division of Abbott Laboratories, a diversified health care company, which he joined in 1976 and where he held a number of management and marketing positions. Mr. Miller serves as a director of Accelerate Diagnostics, Inc., a developer of automated diagnostics systems, and formerly served as a director of Ventana Medical Systems, Inc., a developer and supplier of automated diagnostic systems. He received a B.S. degree in computer science from Purdue University, where he graduated Phi Beta Kappa. Mr. Miller was selected by Morningstar, Inc. as its "2009 CEO of the Year."
Charlie Alutto has served as President and Chief Executive Officer since January 2013 and as a Director since November 2012. He joined us in May 1997 following our acquisition of the company where he was then employed. He became an executive officer in February 2011 and served as President, Stericycle USA. He previously held various management positions with us, including vice president and managing director of SRCL Europe and corporate vice president of our large quantity generator business unit. Mr. Alutto received a B.S. degree in finance from Providence College and a M.B.A. degree in finance from St. John’s University.
Brent Arnold was named as Chief Operating Officer effective January 1, 2015. He served as Executive Vice President and President, Stericycle USA/Canada since April 2014. He joined Stericycle in April 2005 and has worked in various leadership positions including Senior Vice President of Operations, Senior Vice President of Sales & Marketing for the US and Canada and Corporate Vice President of our large and small quantity business units. He has more than 24 years of experience primarily focused in the healthcare industry. Prior to joining Stericycle, he held various leadership roles at Baxter International Inc. and Cardinal Health, Inc. Mr. Arnold received a B.S. degree in marketing from Indiana University.
Daniel Ginnetti was named as Chief Financial Officer effective August 1, 2014. He joined Stericycle as Area Vice President of Finance in 2003. In 2004 he was promoted to Area Vice President for Stericycle’s Western, and later, Midwestern business units. Following that, he was promoted to Senior Vice President of Operations for the United States and Canada. He returned to financial management in 2013 becoming Vice President of Corporate Finance and then CFO in August 2014. Prior to joining Stericycle, Mr. Ginnetti held various finance and accounting positions with The Ralph M. Parsons Company, a worldwide engineering firm, and Ryan Herco Products Corp., a national industrial plastics distributor. Mr. Ginnetti has a B.S. degree in Business Economics from the University of California, Santa Barbara.
Michael Collins has served as President, Recall and Returns Management Services since June 2006. He was most recently Vice President, Medical Products Group of Abbott Laboratories. He joined Abbott in 1982 as a sales representative and later served in various management positions, including Divisional Vice President, U.S. Sales; Divisional Vice President, U.S. Marketing, Divisional Vice President and General Manager, MediSense and Corporate Vice President Abbott Diagnostics Divisions. Mr. Collins was a

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commissioned officer for the U.S. Marine Corps. He holds a B.S degree from the University of New Haven and a M.B.A. degree from National University, San Diego.
Website Access
We maintain an Internet website, www.stericycle.com, providing a variety of information about us and the services we provide. Our annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that we file with the Securities and Exchange Commission are available, as soon as practicable after filing, at the Investors page on our website, or by a direct link to our filings on the SEC’s free website, www.sec.gov.
Item 1A. Risk Factors
We are subject to extensive governmental regulation, which is frequently difficult, expensive and time-consuming to comply with.
The regulated waste management industry is subject to extensive federal, state and local laws and regulations relating to the collection, transportation, packaging, labeling, handling, documentation, reporting, treatment and disposal of regulated waste. Our business requires us to obtain many permits, authorizations, approvals, certificates, and other types of governmental permission from every jurisdiction in which we operate. We believe that we currently comply in all material respects with all applicable permitting requirements. Federal, state and local regulations change often, and new regulations are frequently adopted. Changes in the regulations could require us to obtain new permits or to change the way in which we operate under existing permits. We might be unable to obtain the new permits that we require, and the cost of compliance with new or changed regulations could be significant.
Many of the permits that we require, especially those to build and operate processing plants and transfer facilities, are difficult and time-consuming to obtain. They may also contain conditions or restrictions that limit our ability to operate efficiently, and they may not be issued as quickly as we need them (or at all). If we cannot obtain the permits that we need when we need them, or if they contain unfavorable conditions, it could substantially impair our operations and reduce our revenues and/or profitability.
The level of governmental enforcement of environmental regulations has an uncertain effect on our business and could reduce the demand for our services.
We believe that strict enforcement of laws and regulations relating to regulated waste collection and treatment by governmental authorities can have a positive effect on our business. These laws and regulations increase the demand for our services. Relaxation of enforcement or other changes in governmental regulation of regulated waste could increase the number of competitors we face or reduce the need for our services.
If we are unable to acquire regulated waste and other businesses, our revenue and profit growth may be slowed.
Historically, our growth strategy has been based in part on our ability to acquire regulated waste and other businesses. We do not know whether in the future we will be able to:
identify suitable businesses to buy;
complete the purchase of those businesses on terms acceptable to us;
improve the operations of the businesses that we do buy and successfully integrate their operations into our own; or
avoid or overcome any concerns expressed by regulators.
We compete with other potential buyers for the acquisition of regulated waste companies and other businesses. This competition may result in fewer opportunities to purchase companies that are for sale. It may also result in higher purchase prices for the businesses that we want to purchase.

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We also do not know whether our growth strategy will continue to be effective. Our business is significantly larger than before, and new acquisitions may not have the incremental benefits that we have obtained in the past.
The implementation of our acquisition strategy could be affected in certain instances by the concerns of federal and state regulators, which could result in our not being able to realize the full synergies or profitability of particular acquisitions.
We may become subject to inquiries and investigations by federal or state antitrust regulators from time to time in the course of completing acquisitions of other regulated waste businesses. In order to obtain regulatory clearance for a particular acquisition, we could be required to modify certain operating practices of the acquired business or to divest ourselves of one or more assets of the acquired business. Changes in the terms of our acquisitions required by regulators or agreed to by us in order to settle regulatory investigations could impede our acquisition strategy or reduce the anticipated synergies or profitability of our acquisitions. The likelihood and outcome of inquiries and investigations from federal or state regulators in the course of completing acquisitions cannot be predicted.
Aggressive pricing by existing competitors and the entrance of new competitors could drive down our profits and slow our growth.
The regulated waste industry is very competitive because of low barriers to entry, among other reasons. This competition has required us in the past to reduce our prices, especially to large account customers, and may require us to reduce our prices in the future. Substantial price reductions could significantly reduce our earnings.
We face direct competition from a large number of small, local competitors. Because it requires very little financial investment or technical know-how to compete in the collection and transportation of regulated waste, there are many regional and local companies in the industry. We face competition from these businesses, and competition from them is likely to exist in new locations to which we may expand in the future. In addition, large national companies with substantial resources may decide to enter the markets in which we serve. For example, in the United States, Waste Management, Inc., and Clean Harbors, both major regulated waste companies, offer regulated waste management services to hospitals and other large and small quantity generators of regulated waste.
Our competitors could take actions that would hurt our growth strategy, including the support of regulations that could delay or prevent us from obtaining or keeping permits. They might also give financial support to citizens’ groups that oppose our plans to locate a processing or transfer facility at a particular location.
The loss of our senior executives could affect our ability to manage our business profitably.
We depend on a small number of senior executives. Our future success will depend upon, among other things, our ability to keep these executives and to hire other highly qualified employees at all levels. We compete with other potential employers for employees, and we may not be successful in hiring and keeping the executives and other employees that we need. We do not have written employment agreements with any of our executive officers, and officers and other key employees could leave us with little or no prior notice, either individually or as part of a group. Our loss of, or inability to hire, key employees could impair our ability to manage our business and direct its growth.
Restrictions in our senior unsecured credit facility may limit our ability to pay dividends, incur additional debt, make acquisitions and make other investments.
Our senior unsecured credit facility and the note purchase agreements for our private placement notes contain covenants that restrict our ability to make distributions to stockholders or other payments unless we satisfy certain financial tests and comply with various financial ratios.

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They also contain covenants that limit our ability to incur additional indebtedness, acquire other businesses and make capital expenditures, and imposes various other restrictions. These covenants could affect our ability to operate our business and may limit our ability to take advantage of potential business opportunities as they arise.
Our expansion into foreign countries exposes us to unfamiliar regulations and may expose us to new obstacles to growth.
We plan to continue to grow both domestically and internationally. We have established operations in the United States, Argentina, Brazil, Canada, Chile, Ireland, Japan, Mexico, Portugal, Romania, Republic of Korea, Spain, and the United Kingdom. Foreign operations carry special risks. Although our business in foreign countries has not yet been materially affected, our business in the countries in which we currently operate and those in which we may operate in the future could be limited or disrupted by:
exchange rate fluctuations;
government controls;
import and export license requirements;
political or economic instability;
trade restrictions;
changes in tariffs and taxes;
our unfamiliarity with local laws, regulations, practices, and customs;
restrictions on repatriating foreign profits back to the United States or movement of funds to other countries; and
difficulties in staffing and managing international operations.
Foreign governments and agencies often establish permit and regulatory standards different from those in the United States. If we cannot obtain foreign regulatory approvals, or if we cannot obtain them when or on terms we expect, our growth and profitability from international operations could be limited. Fluctuations in currency exchange could have similar effects.
Our earnings could decline resulting in charges to impair intangible assets, such as goodwill.
As a result of our various acquisitions, our balance sheet at December 31, 2014 contains goodwill of $2.4 billion and other intangible assets, net of accumulated amortization of $909.6 million (including indefinite lived intangibles of $253.7 million). In accordance with the FASB Accounting Standards Codification Topic 350, Intangibles - Goodwill and Other, we evaluate on an ongoing basis whether facts and circumstances indicate any impairment of the value of indefinite-lived intangible assets such as goodwill. As circumstances after an acquisition can change, we may not realize the value of these intangible assets. If we were to determine that a significant impairment has occurred, we would be required to incur non-cash charges for the impaired portion of goodwill and other unamortized intangible assets, which could have a material adverse effect on our results of operations in the period in which the impairment charge occurs.
The handling and treatment of regulated waste carries with it the risk of personal injury to employees and others.
Our business requires us to handle materials that may be infectious or hazardous to life and property in other ways. While we try to handle such materials with care and in accordance with accepted and safe methods, the possibility of accidents, leaks, spills, and acts of God always exists. Examples of possible exposure to such materials include:
truck accidents;
damaged or leaking containers;
improper storage of regulated waste by customers;
improper placement by customers of materials into the waste stream that we are not authorized or able to process, such as certain body parts and tissues; or

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malfunctioning treatment plant equipment.
Human beings, animals or property could be injured, sickened or damaged by exposure to regulated waste. This in turn could result in lawsuits in which we are found liable for such injuries, and substantial damages could be awarded against us.
While we carry liability insurance intended to cover these contingencies, particular instances may occur that are not insured against or that are inadequately insured against. An uninsured or underinsured loss could be substantial and could impair our profitability and reduce our liquidity.
The handling of regulated waste exposes us to the risk of environmental liabilities, which may not be covered by insurance.
As a company engaged in regulated waste management, we face risks of liability for environmental contamination. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA") and similar state laws impose strict liability on current or former owners and operators of facilities that release hazardous substances into the environment as well as on the businesses that generate those substances and the businesses that transport them to the facilities. Responsible parties may be liable for substantial investigation and clean-up costs even if they operated their businesses properly and complied with applicable federal and state laws and regulations. Liability under CERCLA may be joint and several, which means that if we were found to be a business with responsibility for a particular CERCLA site, we could be required to pay the entire cost of the investigation and clean-up even though we were not the party responsible for the release of the hazardous substance and even though other companies might also be liable.
Our pollution liability insurance excludes liabilities under CERCLA. Thus, if we were to incur liability under CERCLA and if we could not identify other parties responsible under the law whom we are able to compel to contribute to our expenses, the cost to us could be substantial and could impair our profitability and reduce our liquidity. Our customer service agreements make clear that the customer is responsible for making sure that only appropriate materials are disposed of. If there were a claim against us that a customer might be legally liable for, we might not be successful in recovering our damages from the customer.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We lease office space for our corporate offices in Lake Forest, Illinois. Domestically, we own or lease 64 processing facilities, the majority of which use autoclave waste processing technology. All of our processing facilities also serve as collection sites. We own or lease 137 additional transfer sites, 19 additional sales/administrative sites, and 51 other service facilities. Internationally, we own or lease 117 processing facilities, the majority of which use autoclave waste processing technology. We also own or lease 77 additional transfer sites, 45 additional sales/administrative sites, 46 other service facilities, and 2 landfills. We believe that these processing and other facilities are adequate for our present and anticipated future needs.
Item 3. Legal Proceedings
See Note 18 - Legal Proceedings, in the Notes to the Consolidated Financial Statements (Item 8 of Part II).
Item 4. Mine Safety Disclosures
Not Applicable.

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PART II
Item 5. Market Price for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
As of February 16, 2015, we had 107 stockholders of record. The Company’s stock trades on the NASDAQ Global Select Market under the ticker symbol SRCL.
The following table provides the high and low sales prices of our Common Stock for each calendar quarter during our two most recent fiscal years:
Quarter
 
High
 
Low
First quarter 2014
 
$
120.09

 
$
111.96

Second quarter 2014
 
118.90

 
109.33

Third quarter 2014
 
119.98

 
115.31

Fourth quarter 2014
 
133.43

 
116.15

 
 
 
 
 
First quarter 2013
 
$
106.18

 
$
93.91

Second quarter 2013
 
113.01

 
104.13

Third quarter 2013
 
118.72

 
110.87

Fourth quarter 2013
 
120.97

 
113.69

We did not pay any cash dividends during 2014 and have never paid any dividends on our common stock. We currently expect that we will retain future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. See Item 7 of Part II, "Management’s Discussion and Analysis of Financial Condition and Results of Operations."
Under resolutions that our Board of Directors adopted, we have been authorized to purchase a cumulative total of 24,621,640 shares of our common stock on the open market. As of December 31, 2014, we had purchased a cumulative total of 19,886,455 shares.
The following table provides information about our purchases of shares of our common stock during the year ended December 31, 2014:
Issuer Purchases of Equity Securities
Period
 
Total Number of Shares (or Units) Purchased
 
Average Price Paid per Share (or Unit)
 
Number of Shares or Units) Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
January 1 - January 31, 2014
 
193,172

 
$
115.04

 
193,172

 
2,134,306

February 1 - February 28, 2014
 
406,260

 
114.11

 
406,260

 
5,812,288

March 1 - March 31, 2014
 
86,558

 
112.72

 
86,558

 
5,725,730

April 1 - April 30, 2014
 
355,603

 
111.03

 
355,603

 
5,370,127

May 1 - May 31, 2014
 
171,640

 
112.82

 
171,640

 
5,198,487

June 1 - June 30, 2014
 

 

 

 
5,198,487

July 1 – July 31, 2014
 

 

 

 
5,198,487

August 1 – August 31, 2014
 

 

 

 
5,198,487

September 1 – September 30, 2014
 
198,728

 
116.60

 
198,728

 
4,999,759

October 1 - October 31, 2014
 
17,223

 
115.35

 
17,223

 
4,982,536

November 1 – November 30, 2014
 
47,100

 
126.87

 
47,100

 
4,935,436

December 1 – December 31, 2014
 
200,251

 
128.56

 
200,251

 
4,735,185

Total
 
1,676,535

 
$
115.75

 
1,676,535

 
4,735,185



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Equity Compensation Plans
The following table summarizes information as of December 31, 2014 relating to our equity compensation plans pursuant to which stock option grants, restricted stock awards or other rights to acquire shares of our common stock may be made or issued:
Equity Compensation Plan Information
Plan Category
 
Number of Securities to be Issued Upon Exercise of Outstanding Options
(a)
 
Weighted-Average Exercise Price of Outstanding Options
(b)
 
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
(c)
Equity compensation plans approved by our security holders (1)
 
5,399,474

 
$
81.30

 
4,268,691

Equity compensation plans not approved by our security holders (2)
 
41,983

 
$
33.17

 


(1)
These plans consist of our 2014 Incentive Compensation Plan, 2011 Incentive Compensation Plan, 2008 Incentive Stock Plan, 2005 Incentive Stock Plan, 1997 Stock Option Plan, 1996 Directors Stock Option Plan, and the Employee Stock Purchase Plan.
(2)
The only plan in this category is our 2000 Nonstatutory Stock Option Plan.
In 2000, our Board of Directors approved the 2000 Nonstatutory Stock Option Plan (the "2000 Plan"), which authorized the granting of nonstatutory stock options for 7,000,000 shares of our common stock to employees (but not to officers or directors). See Note 6 - Stock Based Compensation, in the Notes to the Consolidated Financial Statements (Item 8 of Part II) for a description of this plan.

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Performance Graph
The following graph compares the cumulative total return (i.e., share price appreciation plus dividends) on our common stock over the five-year period ending December 31, 2014 with the cumulative total return for the same period on the NASDAQ National Market Composite Index, the S&P 500 Index, the Russell 3000 Index, and the Dow Jones US Waste & Disposal index. The graph assumes that $100 was invested on December 31, 2009 in our common stock and in the shares represented by each of the four indices, and that all dividends were reinvested.
The stock price performance of our common stock reflected in the following graph is not necessarily indicative of future performance.


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Item 6. Selected Financial Data
In thousands, except per share data
 
 
 
Years Ended December 31,
 
 
 
2014
 
2013
 
2012
 
2011
 
2010
Statement of Income Data
(1
)
 
 
 
 
 
 
 
 
 
 
Revenues
 
 
$
2,555,601

 
$
2,142,807

 
$
1,913,149

 
$
1,676,048

 
$
1,439,388

Income from operations
 
 
556,336

 
535,619

 
468,836

 
424,311

 
370,683

Net income attributable to Stericycle, Inc.
(2
)
 
326,456

 
311,372

 
267,996

 
234,751

 
207,879

Earnings per share - Diluted
(2
)
 
$
3.79

 
$
3.56

 
$
3.08

 
$
2.69

 
2.39

Depreciation and amortization
 
 
104,616

 
88,408

 
76,283

 
66,046

 
53,885

Statements of Cash Flow Data
 
 
 
 
 
 
 
 
 
 
 
Net cash flow provided by/(used for):
 
 
 
 
 
 
 
 
 
 
 
Operating activities
 
 
$
448,500

 
$
405,307

 
$
390,784

 
$
306,104

 
$
325,670

Investing activities
 
 
(462,774
)
 
(234,972
)
 
(288,928
)
 
(504,197
)
 
(245,482
)
Financing activities
 
 
(30,049
)
 
(136,019
)
 
(91,526
)
 
137,872

 
(13,565
)
Balance Sheet Data
(1
)
 
 
 
 
 
 
 
 
 
 
Cash, cash equivalents and short-term investments
 
 
$
22,616

 
$
67,580

 
$
35,163

 
$
22,927

 
$
95,524

Total assets
 
 
4,401,722

 
3,887,973

 
3,550,074

 
3,177,090

 
2,639,023

Long-term debt, net of current portion
 
 
1,527,246

 
1,280,663

 
1,268,303

 
1,284,113

 
1,014,222

Stericycle, Inc. equity
 
 
$
1,895,012

 
$
1,750,461

 
$
1,541,793

 
$
1,198,166

 
$
1,048,425


(1)
See Note 3 - Acquisitions and Divestitures, in the Notes to the Consolidated Financial Statements (Item 8 of Part II) for information concerning our acquisitions during the three years ended December 31, 2014, 2013 and 2012.
(2)
See Note 8 - Earnings per Common Share, in the Notes to the Consolidated Financial Statements (Item 8 of Part II) for information concerning the computation of earnings per diluted common share.
In 2014, net income included the following after-tax effects: $12.5 million of expenses related to acquisitions, $16.8 million of expenses related to the integration of our acquisitions, $10.1 million of plant conversion and restructuring expenses, $4.0 million of expense related to litigation expenses, and a $1.5 million gain related to the change in fair value of contingent consideration. The net effect of these adjustments negatively impacted diluted earnings per share ("EPS") by $0.48.
In 2013, net income included the following after-tax effects: $10.2 million of expenses related to acquisitions, $4.3 million of expenses related to the integration of our acquisitions, $1.8 million of restructuring and plant closure costs, $1.4 million of expense related to litigation settlement, $1.3 million of expense related to the write-down of intangible assets, and a $2.2 million gain related to the change in fair value of contingent consideration. The net effect of these adjustments negatively impacted diluted earnings per share EPS by $0.19.
In 2012, net income included the following after-tax effects: $7.8 million of expenses related to acquisitions, $3.1 million of expenses related to the integration of our acquisitions, $3.3 million of restructuring and plant closure costs, $3.7 million related to litigation settlement expense, $3.7 million loss related to the U.K. divestiture, and $0.8 million loss related to the change in fair value of contingent consideration. The net effect of these adjustments negatively impacted diluted EPS by $0.26.
In 2011, net income included the following after-tax effects: $15.6 million of expenses related to acquisitions, $3.2 million of restructuring and plant closure costs, $0.7 million related to litigation settlement expense, $0.8 million related to accelerated interest expense due to early term loan repayment, $1.3 million benefit due to a net release of prior years’ tax reserves, and $4.7 million gain related to the change in fair value of contingent consideration. The net effect of these adjustments negatively impacted diluted EPS by $0.16.

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In 2010, net income included the following after-tax effects: $8.9 million of expenses related to acquisitions, $5.2 million of restructuring and plant closure costs, litigation settlement expense of $0.5 million, $1.8 million gain in sale of assets related to the MedServe divestiture, and $1.2 million benefit due to a release of prior years’ tax reserve. The net effect of these adjustments negatively impacted diluted EPS by $0.13.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and related notes in Item 8 of this Report.
Introduction
We are in the business of providing regulated and compliance solutions to healthcare and commercial businesses. This includes the collection and processing of specialized waste for disposal, and a variety of training, consulting, recall/return, communication, and compliance services. We were incorporated in 1989 and presently serve a diverse customer base of more than 600,000 customers throughout the United States, Argentina, Brazil, Canada, Chile, Ireland, Japan, Mexico, Portugal, Romania, Republic of Korea, Spain, and the United Kingdom.
The regulated solutions we provide include: medical waste disposal, our Steri-Safe® medical waste and compliance program, our Clinical Services program, our Sharps Management Service featuring Bio Systems® reusable sharps containers, pharmaceutical waste disposal, and hazardous waste disposal. Our compliance solutions include: training, consulting, inbound/outbound communications, data reporting, and other regulatory compliance services. In addition to our regulated and compliance solutions, we offer regulated recall and returns management solutions which encompass a number of services for a variety of businesses, but consist primarily of managing the recall, withdrawal, or return of expired or recalled products and pharmaceuticals.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We believe that of our significant accounting policies (see Note 2 - Summary of Significant Accounting Policies, in the Notes to the Consolidated Financial Statements, Item 8 of Part II), the following policies may involve a higher degree of judgment on our part and greater complexity of reporting:
Revenue Recognition: Revenues for our regulated waste management services, other than our Steri-Safe service, are recognized at the time of waste collection. Our Steri-Safe revenues are recognized evenly over the contractual service period. Payments received in advance are deferred and recognized as services are provided. Revenues from hazardous waste services are recorded at the time waste is received at our processing facility. Revenues from regulated recall and returns management services and communication solutions are recorded at the time services are performed. Revenues from product sales are recognized at the time the goods are shipped to the customer. Charges related to international value added tax ("VAT") and other similar pass through taxes are not included as revenue.
Acquisition Accounting: Acquisition accounting requires us to recognize assets and liabilities at their fair value. The process of determining the fair value of acquired assets and liabilities requires time to complete, and accordingly, we make some estimates at the time of acquisition. These estimates are primarily for

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amortizable intangibles, and if appropriate, an associated deferred tax liability. These estimates are based on historical experience and allow us to recognize amortization expense until the final valuation is complete.
Goodwill and Other Identifiable Intangible Assets: Goodwill associated with the excess of the purchase price over the fair value of the net assets acquired is not amortized. We have determined that our permits have indefinite lives, and accordingly, they are not amortized (see Note 11 - Goodwill and Other Intangible Assets, in the Notes to the Consolidated Financial Statements, Item 8 of Part II for additional information).
Our balance sheet at December 31, 2014, contains goodwill of $2.4 billion. In accordance with applicable accounting standards, we evaluate on at least an annual basis, using the fair value of reporting units, whether goodwill is impaired. If we were to determine that a significant impairment has occurred, we would be required to incur non-cash charges of the impaired portion of goodwill that could have a material adverse effect on our results of operations in the period in which the impairment charge occurs.
During the quarter ended June 30, 2014, we performed our annual goodwill impairment evaluation for our three reporting units, Domestic Regulated and Compliance Services, Domestic Regulated Recall and Returns Management Services, and International Regulated and Compliance Services. We calculate the fair value of our reporting units using an income method and validate those results using a market approach. Both the income and market approaches indicated no impairment to goodwill in any of our three reporting units.
Income Approach: The income approach uses expected future cash flows of each reporting unit and discounts those cash flows to present values. Expected future cash flows are calculated using management assumptions of internal growth, capital expenditures, and cost efficiencies. Future acquisitions are not included in the expected future cash flows. We use a discount rate based on our Company calculated weighted average cost of capital which is adjusted for each of our reporting units based on size risk premium and country risk premium. Significant assumptions used in the income approach include realization of future cash flows and the discount rate used to derive the present value of those cash flows.
The results of our goodwill impairment test using the income approach indicated the fair value of our Domestic Regulated and Compliance Services and Recall and Returns Management Services reporting units exceeded 100% of book value by a substantial amount. Our International Regulated and Compliance Services reporting units' fair value exceeded book value by approximately 85% and had $576.7 million in assigned goodwill at June 30, 2014.
Market Approach: Our market approach begins by calculating the market capitalization of the Company
using the average stock price for the prior twelve months and the outstanding share count at June 30, 2014. We then look at the Company's earnings before interest, tax, depreciation, and amortization ("EBITDA"), adjusted for stock compensation expense and other items, such as changes in the fair value of contingent consideration, restructuring and plant closure costs, and litigation settlement, for the prior twelve months. The calculated market capitalization is divided by the adjusted EBITDA to arrive at a valuation multiple. The fair value of each reporting unit is then calculated by taking the product of the valuation multiple and the trailing twelve months' adjusted EBITDA of that reporting unit. The fair value is then compared to the reporting units' book value and determined to be in excess of the book value. We believe that starting with the fair value of the company as a whole is a reasonable measure as that fair value is then allocated to each reporting unit based on that reporting unit's individual earnings. A sustained drop in our stock price would have a negative impact to our fair value calculations. A temporary drop in earnings of a reporting unit would have a negative impact to our fair value calculations.

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The results of our goodwill impairment test using the market approach corroborated the results of the impairment test under the income approach and indicated the fair value of our reporting units exceeded their respective book values by substantial amounts, in excess of 100% of their respective book values.
Our permits are tested for impairment annually at December 31, or more frequently, if circumstances indicate that they may be impaired. We use a qualitative assessment, as provided for under the FASB Accounting Standards Codification Topic 350, Intangibles - Goodwill and Other, to determine if is is more likely then not that the asset is impaired. If there is an indication of impairment, we test the recoverability of the asset using either a discounted income or cost savings model to calculate fair value. The calculated fair value is based upon, among other things, certain assumptions about expected future operating performance, internal and external processing costs, and an appropriate discount rate determined by management. Our estimates of discounted income may differ from actual income due to, among other things, inaccuracies in economic estimates.
In 2014, we wrote off $9.9 million in operating permits due to rationalizing certain of our domestic and international operations. These expenses are reflected as part of "Selling, general and administrative expenses." Under generally accepted accounting principles, a fair value must be assigned to all acquired assets based on a theoretical "market participant" regardless of the acquirer's intended use for these assets.This accounting treatment can lead to the recognition of losses when a company disposes of acquired assets.
Other finite-lived intangible assets, such as customer relationships, covenants not-to-compete, tradenames, and license agreements, are currently amortized using the straight-line method over their estimated useful lives. We have determined that our customer relationships have useful lives from 10 to 40 years based upon the type of customer. Although the contracted regulated waste services business is highly competitive, we have been able to maintain high customer retention through the quality of our customer service.
The valuation of our contractual customer relationships was derived using a discounted income approach valuation model. These assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may be more than its undiscounted estimated future cash flows. In 2014, there were no indicators of impairment of these intangibles (see Note 11 - Goodwill and Other Intangible Assets, in the Notes to the Consolidated Financial Statements, Item 8 of Part II).
Share Repurchases: The purchase price over par value for share repurchases is allocated to retained earnings.
Income Taxes: We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. We compute our provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Significant judgments are required in order to determine the realizability of these deferred tax assets. In assessing the need for a valuation allowance, we evaluate all significant available positive and negative evidence, including historical operating results, estimates of future taxable income and the existence of prudent and feasible tax planning strategies. Changes in the expectations regarding the realization of deferred tax assets could materially impact income tax expense in future periods. Undistributed earnings of foreign subsidiaries are considered permanently reinvested, and therefore no deferred taxes are recorded thereon. To provide for uncertain tax positions, we maintain a reserve for tax benefits assumed that do not meet a threshold of "more likely than not" to be sustained. Management believes the amount provided for uncertain tax positions is adequate.

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Accounts Receivable: Accounts receivable consists of amounts due to us from our normal business activities and are carried at their estimated collectible amounts. Our accounts receivable balance includes amounts related to VAT and similar international pass-through taxes. Accounts receivable balances are determined to be delinquent when the amount is past due based on the contractual terms with the customer. We maintain an allowance for doubtful accounts to reflect the expected uncollectibility of accounts receivable based on past collection history and specific risks identified among uncollected accounts. Accounts receivable are charged to the allowance for doubtful accounts when we have determined that the receivable will not be collected. No single customer accounts for more than approximately 1% of our accounts receivable.
Environmental remediation liabilities: We record a liability for environmental remediation when such liability becomes probable and the costs or damages can be reasonably estimated. We accrue environmental remediation costs, on an undiscounted basis, associated with identified sites where an assessment has indicated that cleanup costs are probable and can be reasonably estimated, but the timing of such payments is not fixed and determinable. Such accruals are based on currently available information, estimated timing of remedial actions, existing technology, and enacted laws and regulations.
Insurance: Our insurance for workers’ compensation, vehicle liability and physical damage, and employee-related health care benefits is obtained using high deductible insurance policies. A third-party administrator is used to process all such claims. We require all workers’ compensation, vehicle liability and physical damage claims to be reported within 24 hours. As a result, we accrue our workers’ compensation, vehicle and physical damage liability based upon the claim reserves established by the third-party administrator at the end of each reporting period. Our employee health insurance benefit liability is based on our historical claims experience rate. Our earnings would be impacted to the extent that actual claims vary from historical experience. We review our accruals associated with the exposure to these liabilities for adequacy at the end of each reporting period.
Litigation: We operate in a highly regulated industry and deal with regulatory inquiries or investigations from time to time that may be instituted for a variety of reasons. We are also involved in a variety of civil litigation from time to time. Liabilities from litigation are accrued when known, probable and estimable.
Stock Option Plans: We have issued stock options to employees and directors as an integral part of our compensation programs. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period. Determining the fair value of stock-based awards at the grant date requires considerable judgment, including estimating the expected volatility of our stock, the expected term of the award, and the risk-free rate. Our stock’s expected volatility and the expected term of the awards are based upon historical experience. The risk-free interest rate assumption is based upon the U.S. Treasury yield rates of a comparable period. If factors change and we employ different assumptions, stock-based compensation expense may differ significantly from what we have recorded in the past.
New Accounting Pronouncements: For information about recently issued accounting pronouncements see Note 2 - Summary of Significant Accounting Policies, in the Notes to the Consolidated Financial Statements, Item 8 of Part II.
Fair Value Considerations: Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. The impact of our creditworthiness has been considered in the fair value measurements noted below. In addition, the fair value measurement of a liability must reflect the nonperformance risk of an entity.

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At December 31, 2014, we had $22.2 million in cash and cash equivalents and $0.4 million of short-term investments that we recorded at fair value using Level 1 inputs and $19.9 million of contingent consideration related to acquisitions that we recorded at fair value using Level 3 inputs.
At December 31, 2014, we had derivative instruments with fair value liability of $1.9 million which are not material to our financial statements.
Year Ended December 31, 2014 Compared to Year Ended December 31, 2013
Highlights for the year ended December 31, 2014 included the following:
revenues grew to $2.56 billion, a 19.3% increase over $2.14 billion in 2013;
gross margins decreased to 42.8% in 2014 from 45.0% in 2013;
operating income was $556.3 million, a 3.9% increase from $535.6 million for 2013;
we incurred $59.0 million in pre-tax expenses related to acquisitions, integration expenses related to acquisitions, plant conversion and restructuring expenses, litigation expenses, partially offset by the gain on changes in the fair value of contingent consideration;
cash flow from operations was $448.5 million.
In analyzing our Company’s performance, it is necessary to understand that our various regulated services share a common infrastructure and customer base. We market our regulated and compliance services by offering various pricing options to meet our customers’ preferences, and customers move between these different billing paradigms. For example, our customers may contract with us for "Medical Waste Disposal" services that are billed based on the weight of waste collected, processed and disposed during a particular period, and in a subsequent period, the same customer could move to our standard service ("Steri-Safe OSHA Compliance Program"), which packages the same regulated medical waste services with some training and education services for a contracted subscription fee. Another example is a customer that purchases our "Medical Waste Disposal" and "Sharps Disposal Management" services which provides the customer with the same regulated services under a different pricing and billing arrangement. We do not track the movement of customers between the various types of regulated services we offer. Although we can identify directional trends in our services, because the regulated services are similar in nature and there are inherent inaccuracies in disaggregation, we believe that aggregating these revenues communicates the appropriate metric. We analyze our revenue growth by identifying changes related to organic growth, acquired growth, and changes due to currency exchange fluctuations.

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The following summarizes the Company’s operations:
In thousands, except per share data
 
Years Ended December 31,
 
2014
 
2013
 
$
 
%
 
$
 
%
Revenues
$
2,555,601

 
100.0

 
$
2,142,807

 
100.0

Cost of revenues
1,401,797

 
54.9

 
1,125,627

 
52.5

Depreciation - cost of revenues
56,478

 
2.2

 
50,003

 
2.3

Plant conversion expenses
2,915

 
0.1

 
423

 

Litigation settlement

 

 
2,120

 
0.1

Total cost of revenues
1,461,190

 
57.2

 
1,178,173

 
55.0

Gross profit
1,094,411

 
42.8

 
964,634

 
45.0

Selling, general and administrative expenses (exclusive of adjusting items shown below)
433,865

 
17.0

 
372,091

 
17.4

Acquisition expenses
13,333

 
0.5

 
10,275

 
0.5

Integration expenses
25,968

 
1.0

 
6,521

 
0.3

Change in fair value of contingent consideration
(1,452
)
 
(0.1
)
 
(2,278
)
 
(0.1
)
Plant conversion and restructuring expenses
11,649

 
0.5

 
2,480

 
0.1

Impairment of intangible assets

 

 
1,405

 
0.1

Litigation expenses
6,574

 
0.3

 
116

 
0.0

Total SG&A expenses (exclusive of depreciation and amortization shown below)
489,937

 
19.2

 
390,610

 
18.2

Depreciation
15,446

 
0.6

 
11,338

 
0.5

Amortization
32,692

 
1.3

 
27,067

 
1.3

Income from operations
556,336

 
21.8

 
535,619

 
25.0

Net interest expense
66,022

 
2.6

 
54,949

 
2.6

Other expense, net
2,746

 
0.1

 
2,924

 
0.1

Income tax expense
159,422

 
6.2

 
164,662

 
7.7

Net income
328,146

 
12.8

 
313,084

 
14.6

Less: net income attributable to noncontrolling interests
1,690

 
0.1

 
1,712

 
0.1

Net income attributable to Stericycle, Inc.
$
326,456

 
12.8

 
$
311,372

 
14.5

Earnings per share- diluted
$
3.79

 
 
 
$
3.56

 
 
Revenues: Our revenues increased $412.8 million, or 19.3%, to $2.56 billion from $2.14 billion in 2013. Domestic revenues increased $290.2 million, or 19.3%, to $1.80 billion from $1.51 billion in 2013. Organic revenue growth for domestic small account customers increased by $71.9 million, or approximately 8%, driven by higher revenues from Steri-Safe revenues and regulated waste services for retailers. Organic revenue from domestic large account customers increased by $35.3 million, or approximately 7%, as we increased the total number of accounts and expanded our reusable sharps services and pharmaceutical waste disposal programs as well as strong performance in our specialty waste services. Organic revenues for recall and returns management services decreased by $17.3 million in 2014. Although our recall and returns management services had an overall increase in the number of recall events, there were fewer large scale events. Organic revenues exclude revenue growth attributed to businesses acquired within the preceding twelve months. Revenues from domestic acquisitions closed within the preceding twelve months contributed $200.3 million to the increase in revenues in 2014.
International revenues increased $122.6 million, or 19.3%, in 2014, to $758.8 million from $636.2 million in 2013. Organic growth, currency rate fluctuations and acquisitions impact the comparison of 2014 and 2013. Organic growth in the international segment contributed $54.9 million in revenues, or approximately 9%. Organic growth excludes the effect of foreign exchange and acquisitions less than one

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year old. The effect of foreign exchange rates unfavorably impacted international revenues in 2014 by $33.6 million as foreign currencies declined against the U.S. dollar. Revenues from international acquisitions closed within the preceding twelve months contributed $101.3 million to the increase in revenues in 2014.
Cost of Revenues: Our 2014 cost of revenues increased $283.0 million, or 24.0%, to $1,461.2 million from $1,178.2 million in 2013. During the years ended December 31, 2014 and 2013, we recognized $2.9 million and $0.4 million in plant conversion expenses, respectively. During the year ended December 31, 2013, we recognized $2.1 million in litigation settlement costs.
Our domestic cost of revenues increased $186.7 million, or 24.5%, to $947.3 million in 2014 compared to $760.6 million in 2013 as a result of costs related to a proportional increase in revenues from acquisitions and internal growth.
Our international cost of revenues increased $96.3 million, or 23.1%, to $513.9 million in 2014 from $417.6 million in 2013 as a result of costs related to proportional increase in revenues from acquisitions and internal growth.
Our consolidated gross profit as a percent of revenues decreased to 42.8% in 2014 from 45.0% in 2013. As identified above, plant conversion expenses negatively impacted our consolidated gross profit. In general, international gross profits are lower than domestic gross profits because the international operations have fewer small account customers, which tend to provide higher gross profits. Historically, the international operations have had most of their revenues from large account customers, such as hospitals. As the international revenues increase, consolidated gross profits receive downward pressure due to this "business mix" shift, which may be offset by additional international small account market penetration, integration savings, and domestic business expansion.
Domestic gross profit as a percent of revenues decreased to 47.3% in 2014 from 49.5% in 2013 primarily due to the inclusion of the PSC Environmental acquisition results in 2014 and less contribution from high margin recall events. International gross profit as a percent of revenues decreased to 32.3% in 2014 from 34.4% in 2013 due to service mix shift on new revenues.
Selling, General and Administrative Expenses: Excluding the effect of acquisition and integration expenses related to acquisitions, and other items (collectively the "Adjusting Items"), depreciation, and amortization expenses, our SG&A expenses increased $61.8 million, or 16.6%, in 2014 to $433.9 million from $372.1 million in 2013 primarily as investment spending supported the increase in revenues and acquired SG&A expenses. As a percent of revenues, these costs decreased to 17.0% in 2014 from 17.4% in 2013.
Domestically, 2014 SG&A expenses, excluding Adjusting Items, depreciation, and amortization expenses, increased $35.9 million, or 13.6%, to $300.5 million in 2014 from $264.6 million in 2013. As a percent of revenues, SG&A decreased to 16.7% in 2014 compared to 17.6% in 2013. As a percent of revenues, amortization expense of acquired intangible assets did not change and remained at 1.0%.
Internationally, SG&A expenses, excluding Adjusting Items, increased $25.9 million, or 24.1%, to $133.4 million in 2014 from $107.5 million in 2013. As a percent of revenues, SG&A was at 17.6% in 2014 compared to 16.9% in 2013. As a percent of revenues, amortization expense of acquired intangible assets did not change and remained at 1.9%.
During the year ended December 31, 2014, we recognized $13.3 million in acquisition expenses, $26.0 million of expenses related to the integration of our acquisitions, $11.6 million in plant conversion and restructuring expenses related to the write off of permit intangibles in support of plant rationalization and new plant start up costs, $6.6 million in litigation expenses, partially offset by a $1.5 million gain related to a change in fair value of contingent consideration.

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During the year ended December 31, 2013, we recognized $10.3 million in acquisition expenses, $6.5 million of expenses related to the integration of our acquisitions, $2.5 million of restructuring and plant closure expenses, $1.4 million impairment of intangible assets, $0.1 million in litigation expenses, partially offset by a $2.3 million gain related to a change in fair value of contingent consideration.
Income from Operations: Income from operations increased by $20.7 million, or 3.9%, to $556.3 million in 2014 from $535.6 million in 2013. Comparison of income from operations between 2014 and 2013 was affected by Adjusting Items described above in the SG&A section.
Domestically, our income from operations increased $34.0 million, or 7.6%, to $482.8 million in 2014 from $448.8 million in 2013. Internationally, our income from operations decreased $13.3 million, or 15.3%, to $73.5 million in 2014 from $86.8 million in 2013. The decrease in international income from operations is primarily related to an increase in integration expenses related to acquisitions and restructuring expenses related to the write off of permit intangibles in support of plant rationalization.
Net Interest Expense: Net interest expense increased to $66.0 million during 2014 from $54.9 million in 2013, due to increased borrowings and higher interest costs in Latin America as well as increased borrowings on the senior credit facility to fund the acquisition of PSC Environmental on April 22, 2014.
Income Tax Expense: Income tax expense decreased to $159.4 million during 2014 from $164.7 million during 2013. The reported tax rates for the years 2014 and 2013 were 32.7% and 34.5%, respectively. The decrease in the current year tax rate is primarily related to a benefit from the recognition of tax deductible goodwill associated with legal entity mergers in Brazil as well as a reduction of some international statutory tax rates.
Year Ended December 31, 2013 Compared to Year Ended December 31, 2012
Highlights for the year ended December 31, 2013 included the following:
revenues grew to $2.14 billion, a 12.0% increase over $1.91 billion in 2012;
gross margins increased to 45.0% in 2013 from 44.8% in 2012;
operating income was $535.6 million, a 14.2% increase from $468.8 million for 2012;
we incurred $20.6 million in pre-tax expenses related to acquisitions, integration expenses related to acquisitions, litigation settlement, restructuring and plant closure costs, impairment of intangible assets, partially offset by the gain on changes in the fair value of contingent consideration;
cash flow from operations was $403.5 million.

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The following summarizes the Company’s operations:
In thousands, except per share data
 
 
Years Ended December 31,
 
 
2013
 
2012
 
 
$
 
%
 
$
 
%
Revenues
 
$
2,142,807

 
100.0

 
$
1,913,149

 
100.0
Cost of revenues
 
1,126,050

 
52.6

 
1,011,081

 
52.8
Depreciation - cost of revenues
 
50,003

 
2.3

 
44,631

 
2.3
Litigation settlement and restructuring costs
 
2,120

 
0.1

 
132

 
Total cost of revenues
 
1,178,173

 
55.0

 
1,055,844

 
55.2
Gross profit
 
964,634

 
45.0

 
857,305

 
44.8
Selling, general and administrative expenses (exclusive of items shown below)
 
372,091

 
17.4

 
327,131

 
17.1
Acquisition expenses
 
10,275

 
0.5

 
7,920

 
0.4
Integration expenses
 
6,521

 
0.3

 
4,896

 
0.3
Change in fair value of contingent consideration
 
(2,278
)
 
(0.1
)
 
752

 
Restructuring costs and plant closure expense
 
2,480

 
0.1

 
5,201

 
0.3
Impairment of intangible assets
 
1,405

 
0.1

 

 
Litigation settlement
 
116

 

 
6,050

 
0.3
Loss on sale of business
 

 

 
4,867

 
0.3
Total SG&A expenses (exclusive of depreciation and amortization shown below)
 
390,610

 
18.2

 
356,817

 
18.7
Depreciation
 
11,338

 
0.5

 
9,598

 
0.5
Amortization
 
27,067

 
1.3

 
22,054

 
1.2
Income from operations
 
535,619

 
25.0

 
468,836

 
24.5
Net interest expense
 
54,949

 
2.6

 
51,270

 
2.7
Other expense, net
 
2,924

 
0.1

 
369

 
Income tax expense
 
164,662

 
7.7

 
147,256

 
7.7
Net income
 
313,084

 
14.6

 
269,941

 
14.1
Less: net income attributable to noncontrolling interests
 
1,712

 
0.1

 
1,945

 
0.1
Net income attributable to Stericycle, Inc.
 
$
311,372

 
14.5

 
$
267,996

 
14.0
Earnings per share- diluted
 
$
3.56

 
 
 
$
3.08

 
 
Revenues: Our revenues increased $229.7 million, or 12.0%, to $2.14 billion in 2013 from $1.91 billion in 2012. Domestic revenues increased $135.8 million, or 9.9%, to $1.51 billion from $1.37 billion in 2012 as organic revenue growth for domestic small account customers increased by $66.2 million, or approximately 8%, driven by an increase of Steri-Safe revenues and regulated waste management for retailers. Organic revenues from domestic large account customers increased by $28.3 million, or approximately 6%, as we increased the total number of accounts and expanded our reusable sharps services, pharmaceutical waste, and regulated waste services for retailers. Organic revenues for recall and returns management services decreased by $18.5 million compared to 2012 due to less large recalls. Organic revenues exclude revenue growth attributed to businesses acquired within the preceding twelve months. Revenues from domestic acquisitions closed within the preceding twelve months contributed approximately $59.8 million to the increase in revenues in 2013.
International revenues in 2013 were $636.2 million, compared to $542.3 million in 2012, an increase of $93.9 million, or 17.3%. Organic growth, currency rate fluctuations and acquisitions impact the comparison of 2013 to 2012. Organic growth in the international segment contributed $35.1 million in revenues, or approximately 7%. Organic growth excludes the effect of foreign exchange and acquisitions and divestitures less than one year old. Foreign exchange rates unfavorably impacted international revenues in 2013 by $19.0 million as foreign currencies declined against the U.S. dollar. Revenue from international acquisitions, net

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of business divestitures, closed within the preceding twelve months contributed approximately $77.8 million to the increase in revenues in 2013.
Cost of Revenues: Our 2013 cost of revenues increased $122.3 million, or 11.6%, to $1.18 billion compared to $1.06 billion in 2012. During the year ended December 31, 2013, we recognized $2.1 million in litigation settlement costs. During the year ended December 31, 2012, we recognized $0.1 million of restructuring costs.
Our domestic cost of revenues increased $61.0 million, or 8.7%, to $760.6 million in 2013 compared to $699.6 million for 2012 as a result of costs related to a proportional increase in revenues from acquisitions and organic growth.
Our international cost of revenues increased $61.3 million, or 17.2%, to $417.6 million in 2013 compared to $356.3 million in 2012 as a result of costs related to a proportional increase in revenues from acquisitions and organic growth.
Our gross margin percentage increased to 45.0% during 2013, from 44.8% during 2012. Domestic gross margin percentage increased to 49.5% during 2013 from 49.0% in 2012.
International gross margin increased to 34.4% during 2013, compared to 34.3% in 2012. In general, international gross margins are lower than domestic gross margins because the international operations have fewer small account customers, which tend to provide higher gross margins. Historically, the international operations have had most of their revenues from large account customers, such as hospitals. As the international revenues increase, consolidated gross margins receive downward pressure due to this "business mix" shift, which may be offset by additional international small account market penetration, integration savings, and domestic business expansion.
Selling, General and Administrative, Depreciation and Amortization Expenses: Excluding the effect of Adjusting Items, depreciation, and amortization expenses, our SG&A expenses increased $45.0 million, or 13.7%, to $372.1 million in 2013, from $327.1 million in 2012 primarily as investment spending supported the increase in revenues and acquired SG&A expenses. As a percentage of revenues, these costs increased to 17.4% in 2013, from 17.1% in 2012 primarily due to an increase in compensation expense.
Domestically, SG&A expenses, excluding Adjusting Items, depreciation, and amortization expenses, increased $27.2 million or 11.5%, to $264.6 million in 2013, from $237.4 million in 2012. As a percentage of revenues, SG&A was at 17.6% in 2013 compare to 17.3% in 2012. As a percentage of revenues, amortization expense of acquired intangible assets increased by 0.1% in 2013.
Internationally, SG&A expenses, excluding Adjusting Items, depreciation, and amortization expenses, increased $17.8 million, or 19.8%, in 2013 to $107.5 million from $89.7 million in 2012. As percentage of revenues, SG&A was at 16.9% in 2013 compare to 16.5% in 2012. As a percentage of revenues, amortization expense of acquired intangible assets increased by 0.2% in 2013.
During the year ended December 31, 2013, we recognized $10.3 million in acquisition expenses, $6.5 million expenses related to the integration of our acquisitions, $2.5 million of restructuring and plant closure costs, $1.4 million impairment of intangible assets, $0.1 million in litigation settlement costs, partially offset by $2.3 million favorable change in fair value of contingent consideration. These Adjusting Items, including $2.1 million litigation settlement costs described in the Cost of Revenues section above, resulted in $20.6 million of expense on a pre-tax basis during 2013.
During the year ended December 31, 2012, we recognized $7.9 million in acquisition expenses, $4.9 million expense related to the integration of our acquisitions, $6.1 million in litigation settlement costs, $5.2 million of restructuring and plant closure costs, $4.9 million loss related to a divestiture in the United Kingdom,

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and $0.8 million unfavorable change in fair value of contingent consideration. These Adjusting Items, including $0.1 million of restructuring costs described in Cost of Revenue section above, resulted in $29.8 million of expense on a pre-tax basis during 2012.
Income from Operations: Income from operations increased by $66.8 million, or 14.2%, to $535.6 million in 2013 from $468.8 million in 2012. Comparison of income from operations between 2013 and 2012 is affected by Adjusting Items described above in the Cost of Revenues and SG&A sections.
Domestically, our income from operations increased $48.3 million, or 12.0%, to $448.8 million in 2013 from $400.5 million in 2012. Internationally, our income from operations increased $18.5 million, or 27.1%, to $86.8 million in 2013 from $68.3 million in 2012. Expenses for Adjusting Items decreased by $9.2 million in 2013 when compared to 2012.
Net Interest Expense: Net interest expense increased to $54.9 million during 2013 from $51.3 million during 2012 due to higher average borrowing costs in the U.S. caused by the full year impact of the fixed rate private placement borrowings for 2013 which we entered into in December 2012 and increased borrowings and higher interest costs in Latin America.
Income Tax Expense: Income tax expense increased to $164.7 million during 2013 from $147.3 million during 2012. The effective tax rates for the years 2013 and 2012 were 34.5% and 35.3%, respectively. The decrease in the tax rate for 2013 is primarily related to a reduction of international statutory rates, most notably in the United Kingdom, and to a decrease in our tax accrual for unrecognized tax benefits due to the expiration of statute of limitations.
Liquidity and Capital Resources:
Our $1.2 billion senior credit facility maturing in June 2019, our $100.0 million private placement notes maturing April 2015, our $175.0 million private placement notes maturing in October 2017, our $125.0 million private placement notes maturing in December 2019, our $225.0 million private placement notes maturing in October 2020, and our $125.0 million private placement notes maturing in December 2022, all require us to comply with various financial, reporting and other covenants and restrictions, including a restriction on dividend payments. The financial debt covenants are the same for the senior credit facility and the private placement notes. At December 31, 2014, we were in compliance with all of our financial debt covenants.
On June 3, 2014, we and certain of our subsidiaries entered into a second amended and restated credit agreement (the "new credit agreement") with Bank of America, N.A., as administrative agent, swingline lender, a lender and a letter of credit issuer, other lenders party to the new credit agreement, JPMorgan Chase Bank, N.A. and HSBC Bank USA, National Association, as syndication agents, and Union Bank, N.A. and Santander Bank, National Association, as co-documentation agents. The new credit agreement amended and restated our prior amended and restated credit agreement dated as of September 21, 2011. The new credit agreement increases our unsecured revolving credit facility from $1.0 billion to $1.2 billion and extends the maturity date of our borrowings from September 21, 2016 to June 3, 2019. We paid $2.1 million in financing fees which will be amortized to interest expense over the life of the new credit agreement.
At December 31, 2014, we had $460.0 million of borrowings outstanding under our $1.2 billion senior unsecured credit facility, which includes foreign currency borrowings of $144.5 million. We also had $162.9 million committed to outstanding letters of credit under this facility. The unused portion of the revolving credit facility at December 31, 2014 was $577.1 million. At December 31, 2014, our interest rates on borrowings under our revolving credit facility were as follows:

A fee of 0.125% on our revolving credit facility

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For borrowings less than one month, the higher of the following
Federal funds rate plus 0.5%
Euro Currency rate plus 1.0% or the prime rate
For borrowings greater than one month: LIBOR plus 1.0%
The weighted average rate of interest on the unsecured revolving credit facility was 1.50% per annum, which includes the 0.125% facility fee at December 31, 2014.
At December 31, 2014, we had outstanding $100.0 million of seven-year 5.64% unsecured senior notes issued to nine institutional purchasers in a private placement completed in April 2008. Interest is payable in arrears semi-annually on April 15 and October 15 beginning on October 15, 2009, and principal is payable at the maturity of the notes on April 15, 2015. These notes have been classified as long-term debt due to our intent to pay this obligation by borrowing on our $1.2 billion senior credit facility.
At December 31, 2014, we had outstanding $175.0 million of seven-year 3.89% unsecured senior notes and $225.0 million of 10-year 4.47% unsecured senior notes issued to 39 institutional purchasers in a private placement completed in October 2010. Interest is payable in arrears semi-annually on April 15 and October 15 beginning on April 15, 2011, and principal is payable at the maturity of the notes, October 15, 2017 in the case of the seven-year notes and October 15, 2020 in the case of the 10-year notes.
At December 31, 2014, we had outstanding $125.0 million of seven-year 2.68% unsecured senior notes and $125.0 million of 10-year 3.26% unsecured senior notes issued to 46 institutional purchasers in a private placement completed in December 2012. Interest is payable in arrears semi-annually on June 12 and December 12 beginning on June 12, 2013, and principal is payable at the maturity of the notes, December 12, 2019 in the case of the seven-year notes and December 12, 2022 in the case of the 10-year notes.
At December 31, 2014, we had $279.6 million in promissory notes issued in connection with acquisitions during 2007 through 2014, $160.5 million in foreign subsidiary bank debt outstanding, and $9.2 million in capital lease obligations.
Working Capital: At December 31, 2014, our working capital decreased $5.4 million to $118.7 million compared to $124.1 million at December 31, 2013.
Current assets increased by $40.0 million. Net accounts receivable (inclusive of acquisitions) increased by $76.5 million. Days sales outstanding ("DSO") was calculated at 63 days at both December 31, 2014 and December 31, 2013, which was affected by acquired receivables of $68.0 million in 2014. Cash and cash equivalents decreased by $44.9 million in 2014. At December 31, 2013 we had excess cash of $22.7 million, offset by an equivalent amount in other current liabilities, that was used for recalled product reimbursements during 2014.
Current liabilities increased by $45.3 million in 2014, of which $25.5 million related to entities showing "negative cash" due to book to bank differences that we reclass to other current liabilities.
Net Cash Provided or Used: Net cash provided by operating activities increased $43.2 million, or 10.7%, to $448.5 million during 2014 from $405.3 million in 2013. The increase is primarily related to stronger collections period over period on higher revenues. In 2014, our net cash provided by operating activities was negatively impacted by $22.7 million that was used for recalled product reimbursement. Cash provided by operations as a ratio to net income in 2014 and 2013 was 137% and 129% , respectively.
Net cash used in investing activities during 2014 was $462.8 million compared to $235.0 million in 2013. We used $212.4 million more in funds to acquire new businesses in 2014, notably our PSC Environmental acquisition in April 2014. Our capital expenditures increased by $13.4 million in 2014 and, as a percent of revenues, were at 3.4% in both 2014 and 2013.

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Net cash used in financing activities was $30.0 million during the 2014 compared to $136.0 million in 2013. In 2014, we had $197.0 net borrowings on our senior credit facility which we used to fund our current year acquisitions. We had share repurchases of $194.1 million in 2014 compared to $163.7 million in 2013, an increase of $30.4 million.
Contractual Obligations
The following table summarizes our significant contractual obligations and cash commitments at December 31, 2014:
Payments due by period (dollars in thousands)
 
 
 
 
Total
 
2015
 
2016-2017
 
2018-2019
 
2020
and After
Long-term debt
 
(1
)
 
$
1,861,410

 
$
187,029

 
$
600,249

 
$
682,582

 
$
391,550

Capital lease obligations
 
(1
)
 
11,436

 
4,788

 
6,043

 
152

 
453

Operating leases
 
 
 
335,365

 
81,926

 
128,933

 
80,408

 
44,098

Purchase obligations
 
 
 
9,711

 
6,141

 
3,570

 

 

Other long-term liabilities
 
(1)(2)

 
2,218

 
629

 
520

 

 
1,069

Total contractual cash obligations
 
 
 
$
2,220,140

 
$
280,513

 
$
739,315

 
$
763,142

 
$
437,170


(1)
The long-term debt, capital leases, and other long-term liabilities items include both the future principal payment amount as well as an amount calculated for expected future interest payments. Long-term debt that has floating interest rates requires the use of management judgment to estimate the future rates of interest.
(2)
Other long-term liabilities include amounts related to covenants not-to-compete agreements and exclude payments for unrecognized tax benefits. Based on the contingent and uncertain nature of our liability for unrecognized tax benefits, we are unable to make an estimate of the period of potential settlement, if any, with the applicable taxing authorities.
At December 31, 2014, we had $162.9 million in stand-by letters of credit issued.
We anticipate that our operating cash flow, together with borrowings under our senior unsecured credit facility, will be sufficient to meet our anticipated future operating expenses, capital expenditures and debt service obligations as they become due during the next 12 months and the foreseeable future.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
We are subject to market risks arising from changes in interest rates. 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 obligations would be approximately $6.5 million on a pre-tax basis.
We have exposure to commodity pricing for gas and diesel fuel for our trucks and for the purchase of containers and boxes. We do not hedge these items to manage the exposure.
We have exposure to foreign currency fluctuations. We have subsidiaries in twelve foreign countries whose functional currency is the local currency. Our international subsidiaries use local currency denominated lines of credit for their funding needs which is has no exposure to currency fluctuations. We translate results of operations of our international operations using an average exchange rate. Changes in foreign currency exchange rates could unfavorably impact our consolidated results of operations.


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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management’s Report on Internal Control Over Financial Reporting
    
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) in Internal Control—Integrated Framework.
The Company acquired PSC Environmental Services, LLC ("PSC Environmental") on April 22, 2014. PSC Environmental has not been included it management's assessment of the effectiveness of internal control over financial reporting. Pursuant to the SEC's general guidance that an assessment of a recently acquired business may be omitted from the scope of an assessment in the year of acquisition, the scope of our assessment of the effectiveness of internal controls over financial reporting does not include PSC Environmental. PSC Environmental accounted for approximately 7% of the Company's consolidated net sales for the year ended December 31, 2014 and approximately 2% of the Company's consolidated total assets at December 31, 2014.
Based on this assessment and those criteria, management concludes that the Company maintained effective internal control over financial reporting as of December 31, 2014.
The Company’s independent registered public accounting firm has issued an opinion on the Company’s internal control over financial reporting. That report appears on page 33.

Stericycle, Inc.
Lake Forest, IL
March 2, 2015


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Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of Stericycle, Inc. and Subsidiaries
We have audited Stericycle, Inc. and Subsidiaries’ internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework). The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Stericycle, Inc. and Subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2014, and our report dated March 2, 2015 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Chicago, Illinois
March 2, 2015


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Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of Stericycle, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Stericycle, Inc. and Subsidiaries as of December 31, 2014 and 2013, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the three years in the period ended December 31, 2014. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Stericycle, Inc. and Subsidiaries at December 31, 2014 and 2013, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Stericycle Inc. and Subsidiaries', internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework) and our report dated March 2, 2015 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Chicago, Illinois
March 2, 2015


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Table of Contents


STERICYCLE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS


In thousands, except share and per share data
 
December 31,
 
2014
 
2013
ASSETS
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
22,236

 
$
67,167

Short-term investments
380

 
413

Accounts receivable, less allowance for doubtful accounts of $19,083 in 2014 and $19,134 in 2013
465,473

 
388,996

Deferred income taxes
28,322

 
18,031

Prepaid expenses
30,632

 
28,379

Other current assets
33,173

 
37,279

Total Current Assets
580,216

 
540,265

Property, Plant and Equipment, less accumulated depreciation of $364,124 in 2014 and $323,031 in 2013
460,408

 
358,967

Goodwill
2,418,832

 
2,231,582

Intangible assets, less accumulated amortization of $114,922 in 2014 and $88,098 in 2013
909,645

 
720,035

Other assets
32,621

 
37,124

Total Assets
$
4,401,722

 
$
3,887,973

LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 
 
 
Current portion of long-term debt
$
131,969

 
$
150,380

Accounts payable
114,596

 
89,146

Accrued liabilities
131,743

 
107,445

Deferred revenues
21,624

 
18,826

Other current liabilities
61,599

 
50,387

Total Current Liabilities
461,531

 
416,184

Long-term debt, net of current portion
1,527,246

 
1,280,663

Deferred income taxes
431,643

 
396,119

Other liabilities
64,117

 
27,469

Equity:
 
 
 
Common stock (par value $.01 per share, 120,000,000 shares authorized, 84,883,517 issued and outstanding in 2014 and 85,500,037 issued and outstanding in 2013)
849

 
855

Additional paid-in capital
289,211

 
195,110

Accumulated other comprehensive loss
(138,419
)
 
(56,468
)
Retained earnings
1,743,371

 
1,610,964

Total Stericycle, Inc.’s Equity
1,895,012

 
1,750,461

Noncontrolling interest
22,173

 
17,077

Total Equity
1,917,185

 
1,767,538

Total Liabilities and Equity
$
4,401,722

 
$
3,887,973




The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

STERICYCLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME


In thousands, except share and per share data
 
Years Ended December 31,
 
2014
 
2013
 
2012
Revenues
$
2,555,601

 
$
2,142,807

 
$
1,913,149

Costs and Expenses:
 
 
 
 
 
Cost of revenues (exclusive of depreciation shown below)
1,404,712

 
1,128,170

 
1,011,213

Depreciation - cost of revenues
56,478

 
50,003

 
44,631

Selling, general and administrative expenses (exclusive of depreciation and amortization shown below)
489,937

 
390,610

 
356,817

Depreciation – selling, general and administrative expenses
15,446

 
11,338

 
9,598

Amortization
32,692

 
27,067

 
22,054

Total Costs and Expenses
1,999,265

 
1,607,188

 
1,444,313

Income from Operations
556,336

 
535,619

 
468,836

Other Income (Expense):
 
 
 
 
 
Interest income
120

 
294

 
404

Interest expense
(66,142
)
 
(55,243
)
 
(51,674
)
Other expense, net
(2,746
)
 
(2,924
)
 
(369
)
Total Other Expense
(68,768
)
 
(57,873
)
 
(51,639
)
Income Before Income Taxes
487,568

 
477,746

 
417,197

Income Tax Expense
159,422

 
164,662

 
147,256

Net Income
$
328,146

 
$
313,084

 
$
269,941

Less: Net Income Attributable to Noncontrolling Interests
1,690

 
1,712

 
1,945

Net Income Attributable to Stericycle, Inc.
$
326,456

 
$
311,372

 
$
267,996

Earnings Per Common Share Attributable to Stericycle, Inc. Common Shareholders:
 
 
 
 
 
Basic
$
3.84

 
$
3.62

 
$
3.14

Diluted
$
3.79

 
$
3.56

 
$
3.08

Weighted Average Number of Common Shares Outstanding:
 
 
 
 
 
Basic
84,932,792

 
85,902,550

 
85,401,365

Diluted
86,233,612

 
87,391,988

 
87,018,473




The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

STERICYCLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In thousands
 
Years Ended December 31,
 
2014
 
2013
 
2012
Net Income
$
328,146

 
$
313,084

 
$
269,941

 
 
 
 
 
 
Other Comprehensive Income/ (Loss):
 
 
 
 
 
Foreign currency translation adjustments
(82,871
)
 
(19,160
)
 
6,801

Amortization of cash flow hedge into income, net of tax ($209, $200 and $216) for the years ended December 31, 2014, 2013 and 2012, respectively)
339

 
314

 
339

Change in fair value of cash flow hedge, net of tax ($813, $0 and $193 for the years ended December 31, 2014, 2013 and 2012, respectively)
(2,069
)
 

 
289

     Total Other Comprehensive Income/ (Loss)
(84,601
)
 
(18,846
)
 
7,429

 
 
 
 
 
 
Comprehensive Income
243,545

 
294,238

 
277,370

Less: Comprehensive Income/ (Loss) Attributable to Noncontrolling Interests
(960
)
 
270

 
2,454

Comprehensive Income Attributable to Stericycle, Inc.
$
244,505

 
$
293,968

 
$
274,916




The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

STERICYCLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands
 
Years Ended December 31,
 
2014
 
2013
 
2012
OPERATING ACTIVITIES:
 
 
 
 
 
Net income
$
328,146

 
$
313,084

 
$
269,941

Adjustments to reconcile net income to net cash provided by operating activities:

 
 
 
 
Stock compensation expense
17,773

 
17,457

 
16,339

Excess tax benefit of stock options exercised
(17,906
)
 
(17,153
)
 
(30,161
)
Depreciation
71,924

 
61,341

 
54,229

Amortization
32,692

 
27,067

 
22,054

Deferred income taxes
16,550

 
30,930

 
22,678

Loss on sale of business

 

 
4,867

Change in fair value of contingent consideration
(1,452
)
 
(2,278
)
 
752

Other, net
10,384

 
3,381

 
1,677

Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:


 
 
 
 
Accounts receivable
(34,116
)
 
(54,767
)
 
(4,329
)
Accounts payable
(5,712
)
 
7

 
406

Accrued liabilities
21,279

 
4,547

 
24,537

Deferred revenues
1,017

 
(1,319
)
 
931

Other assets and liabilities
7,921

 
23,010

 
6,863

Net cash provided by operating activities
448,500

 
405,307

 
390,784

INVESTING ACTIVITIES:
 
 
 
 
 
Payments for acquisitions, net of cash acquired
(374,321
)
 
(161,936
)
 
(224,367
)
(Purchases of)/ proceeds from investments
(1,957
)
 
73

 
(89
)
Proceeds from sale of business and other assets

 

 
764

Capital expenditures
(86,496
)
 
(73,109
)
 
(65,236
)
Net cash used in investing activities
(462,774
)
 
(234,972
)
 
(288,928
)
FINANCING ACTIVITIES:
 
 
 
 
 
Repayments of long-term debt and other obligations
(101,231
)
 
(88,507
)
 
(102,932
)
Borrowings on foreign bank debt
205,086

 
218,968

 
98,620

Repayments on foreign bank debt
(193,284
)
 
(201,967
)
 
(69,454
)
Borrowings on senior credit facility
1,413,026

 
1,029,718

 
863,286

Repayments on senior credit facility
(1,216,031
)
 
(984,979
)
 
(1,167,595
)
Proceeds from private placement of long-term note

 

 
250,000

Payments of deferred financing costs
(2,280
)
 

 
(956
)
Payments on capital lease obligations
(5,826
)
 
(4,024
)
 
(3,192
)
Purchases and cancellations of treasury stock
(194,066
)
 
(163,700
)
 
(48,028
)
Proceeds from issuance of common stock
51,852

 
42,345

 
64,461

Excess tax benefit of stock options exercised
17,906

 
17,153

 
30,161

Payments to noncontrolling interests
(5,201
)
 
(1,026
)
 
(5,897
)
Net cash used in financing activities
(30,049
)
 
(136,019
)
 
(91,526
)
Effect of exchange rate changes on cash and cash equivalents
(608
)
 
(1,809
)
 
1,819

Net (decrease)/ increase in cash and cash equivalents
(44,931
)
 
32,507

 
12,149

Cash and cash equivalents at beginning of period
67,167

 
34,660

 
22,511

Cash and cash equivalents at end of period
$
22,236

 
$
67,167

 
$
34,660

 
 
 
 
 
 
NON-CASH ACTIVITIES:
 
 
 
 
 
Issuances of obligations for acquisitions
$
145,938

 
$
100,101

 
$
97,541

Issuances of obligations for noncontrolling interest

 
6,119

 
8,197


The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

STERICYCLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Years Ended December 31, 2014, 2013 and 2012
In thousands
 
Stericycle, Inc. Equity
 
 
 
 
 
Issued
and
Outstanding
Shares
 
Common
Stock
 
Additional
Paid-In
Capital
 
Retained
Earnings
 
Accumulated Other
Comprehensive
Income (Loss)
 
Noncontrolling
Interest
 
Total Equity
Balance at January 1, 2012
84,696

 
$
847

 
$

 
$
1,243,303

 
$
(45,984
)
 
$
29,085

 
$
1,227,251

Net income
 
 
 
 
 
 
267,996

 
 
 
1,945

 
269,941

Currency translation adjustment
 
 
 
 
 
 
 
 
6,292

 
509

 
6,801

Change in qualifying cash flow hedge, net of tax
 
 
 
 
 
 
 
 
628

 
 
 
628

Issuance of common stock for exercise of options and employee stock purchases
1,855

 
19

 
68,444

 
 
 
 
 
 
 
68,463

Purchase/ cancellation of treasury stock
(563
)
 
(6
)
 

 
(48,022
)
 
 
 
 
 
(48,028
)
Stock compensation expense
 
 
 
 
16,339

 
 
 
 
 
 
 
16,339

Excess tax benefit of stock options exercised
 
 
 
 
30,161

 
 
 
 
 
 
 
30,161

Noncontrolling interests attributable to acquisitions
 
 
 
 
 
 
 
 
 
 
4,386

 
4,386

Reduction to noncontrolling interests due to additional ownership
 
 
 
 
1,958

 
 
 
 
 
(19,997
)
 
(18,039
)
Payments to noncontrolling interests
 
 
 
 
(182
)
 
 
 
 
 
(398
)
 
(580
)
Balance at December 31, 2012
85,988

 
860

 
116,720

 
1,463,277

 
(39,064
)
 
15,530

 
1,557,323

Net income
 
 
 
 
 
 
311,372

 
 
 
1,712

 
313,084

Currency translation adjustment
 
 
 
 
 
 
 
 
(17,718
)
 
(1,442
)
 
(19,160
)
Change in qualifying cash flow hedge, net of tax
 
 
 
 
 
 
 
 
314

 
 
 
314

Issuance of common stock for exercise of options, restricted stock units and employee stock purchases
973

 
10

 
47,991

 
 
 
 
 
 
 
48,001

Purchase/ cancellation of treasury stock
(1,461
)
 
(15
)
 

 
(163,685
)
 
 
 
 
 
(163,700
)
Stock compensation expense
 
 
 
 
17,457

 
 
 
 
 
 
 
17,457

Excess tax benefit of stock options exercised
 
 
 
 
17,153

 
 
 
 
 
 
 
17,153

Noncontrolling interests attributable to acquisitions
 
 
 
 
 
 
 
 
 
 
4,211

 
4,211

Reduction to noncontrolling interests due to additional ownership
 
 
 
 
(4,211
)
 
 
 
 
 
(2,926
)
 
(7,137
)
Payments to noncontrolling interests
 
 
 
 
 
 
 
 
 
 
(8
)
 
(8
)
Balance at December 31, 2013
85,500

 
855

 
195,110

 
1,610,964

 
(56,468
)
 
17,077

 
1,767,538

Net income
 
 
 
 
 
 
326,456

 
 
 
1,690

 
328,146

Currency translation adjustment
 
 
 
 
 
 
 
 
(80,221
)
 
(2,650
)
 
(82,871
)
Change in qualifying cash flow hedge, net of tax
 
 
 
 
 
 
 
 
(1,730
)
 
 
 
(1,730
)
Issuance of common stock for exercise of options, restricted stock units and employee stock purchases
1,061

 
11

 
58,551

 
 
 
 
 
 
 
58,562

Purchase/ cancellation of treasury stock
(1,677
)
 
(17
)
 

 
(194,049
)
 
 
 
 
 
(194,066
)
Stock compensation expense
 
 
 
 
17,773

 
 
 
 
 
 
 
17,773

Excess tax benefit of stock options exercised
 
 
 
 
17,906

 
 
 
 
 
 
 
17,906

Noncontrolling interests attributable to acquisitions
 
 
 
 
 
 
 
 
 
 
6,781

 
6,781

Reduction to noncontrolling interests due to additional ownership
 
 
 
 
(129
)
 
 
 
 
 
(725
)
 
(854
)
Balance at December 31, 2014
84,884

 
$
849

 
$
289,211

 
$
1,743,371

 
$
(138,419
)
 
$
22,173

 
$
1,917,185


The accompanying notes are an integral part of these consolidated financial statements.

39

Table of Contents

STERICYCLE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Unless the context requires otherwise, "we," "us" or "our" refers to Stericycle, Inc. and its subsidiaries on a consolidated basis.
NOTE 1 — DESCRIPTION OF BUSINESS
We were incorporated in 1989 and presently serve a diverse customer base of more than 600,000 customers throughout the United States, Argentina, Brazil, Canada, Chile, Ireland, Japan, Mexico, Portugal, Romania, Republic of Korea, Spain, and the United Kingdom.
We lease office space for our corporate offices in Lake Forest, Illinois. Domestically, we own or lease 64 processing facilities, the majority of which use autoclave waste processing technology. All of our processing facilities also serve as collection sites. We own or lease 137 additional transfer sites, 19 additional sales/administrative sites, and 51 other service facilities. Internationally, we own or lease 117 processing facilities, the majority of which use autoclave waste processing technology. We also own or lease 77 additional transfer sites, 45 additional sales/administrative sites, 46 other service facilities, and 2 landfills.
We are in the business of providing regulated and compliance solutions to healthcare and commercial businesses. This includes the collection and processing of specialized waste for disposal, and a variety of training, consulting, recall/return, communication, and compliance services.
The regulated solutions we provide include: medical waste disposal, hazardous waste management, our Steri-Safe® medical waste and compliance program, our Clinical Services program, our Sharps Management Service featuring Bio Systems® reusable sharps containers, pharmaceutical waste disposal, and medical safety products. Our compliance solutions include: training, consulting, inbound/outbound communications, data reporting, and other regulatory compliance services. In addition to our regulated and compliance solutions, we offer regulated recall and returns management solutions which encompass a number of services for a variety of businesses, but consist primarily of managing the recall, withdrawal, or return of expired or recalled products and pharmaceuticals.
We have 9,969 employees in the United States, of which 456 are covered by collective bargaining agreements. Internationally, we have 8,687 employees, of which approximately 2,209 are covered by collective bargaining agreements, primarily in Latin America.
The accompanying consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") in conformity with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with these accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
In our opinion, the consolidated financial statements included herein contain all adjustments necessary to present fairly our financial position as of December 31, 2014 and 2013 and the results of our operations, our cash flows, and our statement of changes in equity for the three years ended December 31, 2014, 2013 and 2012. Such adjustments are of a normal recurring nature. We have evaluated subsequent events through the date of filing this Annual Report on Form 10-K.
Certain amounts in previously issued financial statements have been reclassified to conform to the current period presentation. At December 31, 2013, the Company recorded an immaterial correction of an error to reclassify $5.2 million of book overdrafts from cash and cash equivalents to other current liabilities

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on the Consolidated Balance Sheet. This adjustment had no impact on previously reported Stericycle, Inc.'s equity, net income, or earnings per share.
The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make certain estimates and assumptions that affect the amount of reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the periods reported. Actual results may differ from those estimates.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation:
The consolidated financial statements include the accounts of Stericycle, Inc. and its subsidiaries.
Revenue Recognition:
Revenues for our regulated waste management services, other than our compliances services such as Steri-Safe, are recognized at the time of waste collection. Our compliance service revenues are recognized evenly over the contractual service period. Payments received in advance are deferred and recognized as services are provided. Revenues from hazardous waste services are recorded at the time waste is received at our processing facility. Revenues from regulated recall and returns management services and communication solutions are recorded at the time services are performed. Revenues from product sales are recognized at the time the goods are shipped to the ordering customer. Charges related to international value added tax ("VAT") and other similar pass through taxes are not included as revenue.
Cash Equivalents and Short-Term Investments:
We consider all highly liquid investments with a maturity of less than three months when purchased to be cash equivalents. Short-term investments consist of certificates of deposit which mature in less than one year.
Property, Plant and Equipment:
Property, plant and equipment are stated at cost. Depreciation and amortization, which include the depreciation of assets recorded under capital leases, are computed using the straight-line method over the estimated useful lives of the assets as follows:
Building and improvements
 
5 to 50 years
Machinery and equipment
 
3 to 30 years
Containers
 
2 to 20 years
Vehicles
 
2 to 7 years
Office equipment and furniture
 
2 to 15 years
Software
 
2 to 7 years
Our containers have a weighted average remaining useful life of 13.1 years.
Acquisition Accounting:
Acquisition accounting requires us to recognize assets and liabilities at their fair value. The process of determining fair value requires time to complete therefore we will make some estimates at the time of acquisition. These estimates are primarily for amortizable intangibles and, if appropriate, an associated deferred tax liability. These estimates are based on historical experience and allow us to recognize amortization expense until the final valuation is complete.

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Goodwill and Identifiable Intangibles:
Goodwill and identifiable indefinite lived intangible assets are not amortized, but are subject to an annual impairment test (see Note 11 - Goodwill and Other Intangible Assets for more information about goodwill and the annual impairment test). Our finite-lived intangible assets are amortized over their useful lives. We have determined that our customer relationships have useful lives from 10 to 40 years based upon the type of customer, with a weighted average remaining useful life of 23.8 years. We have covenants not-to-compete intangibles with useful lives from 3 to 14 years, with a weighted average remaining useful life of 4.7 years. We have tradename intangibles with useful lives from 10 to 40 years, with a weighted average remaining useful life of 15.8 years. We have technology with useful life of 5 years, with a weighted average remaining useful life of 1.0 years. We have determined that our permits have indefinite lives due to our ability to renew these permits with minimal additional cost, and therefore they are not amortized. We also have a tradename that we have determined has an indefinite life.
Our indefinite lived intangible assets are tested for impairment annually at December 31, or more frequently, if circumstances indicate that they may be impaired. We use a qualitative assessment, as provided for under the FASB Accounting Standards Codification Topic 350, Intangibles - Goodwill and Other, to determine if is is more likely then not that the asset is impaired. If there is an indication of impairment, we test the recoverability of the asset using either a discounted income or cost savings model to calculate fair value. The calculated fair value is based upon, among other things, certain assumptions about expected future operating performance, internal and external processing costs, and an appropriate discount rate determined by management. Our estimates of discounted income may differ from actual income due to, among other things, inaccuracies in economic estimates (see Note 11 - Goodwill and Other Intangible Assets for more information about indefinite lived intangible assets).
Valuation of Intangibles:
Valuation of our intangible assets other than goodwill is derived using a discounted income and cost savings approach. Financial information such as revenues, costs, assets and liabilities, and other assumptions related to the intangible asset are input into a standard valuation model to determine a stream of income attributable to that intangible. The income stream is then discounted to the present to arrive at a valuation. We perform annual impairment tests on our indefinite lived intangible assets.
We have determined that our customer relationships have lives between 10 and 40 year based on the specific type of relationship. The valuation of our contractual customer relationships was derived using a discounted income approach valuation model. These assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may be less than its undiscounted estimated future cash flows (see Note 11 - Goodwill and Other Intangible Assets for more information about our intangible assets other than goodwill).
Share Repurchases:
Purchase price over par value for share repurchases are allocated to retained earnings.
Income Taxes:
Deferred income tax assets and liabilities are determined based on the differences between the financial statement and income tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Interest and penalties accrued related to unrecognized tax benefits are recognized as a component of income tax expense.
Accounts Receivable:
Accounts receivable consist of amounts due to us from our normal business activities and are carried at their estimated collectible amounts. Our accounts receivable balance includes amounts related to VAT and

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similar international pass-through taxes. We do not require collateral as part of our standard trade credit policy. Accounts receivable balances are determined to be past due when the amount is overdue based on the contractual terms with the customer. We maintain an allowance for doubtful accounts to reflect the expected uncollectibility of accounts receivable based on past collection history and specific risks identified among uncollected accounts. Accounts receivable are written off against the allowance for doubtful accounts when we have determined that the receivable will not be collected and/or when the account has been referred to a third party collection agency. No single customer accounts for more than approximately 1% of our accounts receivable. Bad debt expense was $9.9 million, $4.8 million and $4.6 million for the years ended December 31, 2014, 2013 and 2012, respectively.
Environmental Remediation Liabilities:
We record a liability for environmental remediation when such liability becomes probable and the costs or damages can be reasonably estimated. We accrue environmental remediation costs, on an undiscounted basis, associated with identified sites where an assessment has indicated that cleanup costs are probable and can be reasonably estimated, but the timing of such payments is not fixed and determinable. Such accruals are based on currently available information, estimated timing of remedial actions, existing technology, and enacted laws and regulations.
Financial Instruments:
Our financial instruments consist of cash and cash equivalents, short-term investments, accounts receivable and payable and long-term debt. At December 31, 2014, the fair value of the Company’s debt obligations was estimated at $1.67 billion, compared to a carrying amount of $1.66 billion. This fair value was estimated using market interest rates for comparable instruments. The Company has no current plans to retire a significant amount of its debt prior to maturity. Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of accounts receivable. Credit risk on trade receivables is minimized as a result of the large size of our customer base. No single customer represents greater than approximately 1% of total accounts receivable. We perform ongoing credit evaluation of our customers and maintain allowances for potential credit losses. For any contracts in loss positions, losses are recorded when probable and estimable. These losses, when incurred, have been within the range of our expectations.
Use of Estimates:
The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Some areas where we make estimates include allowance for doubtful accounts, credit memo reserve, accrued employee health and welfare benefits, stock compensation expense, income tax liabilities, accrued auto and workers’ compensation insurance claims, and intangible asset 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 our estimates.
Future estimated expenses may fluctuate depending on changes in foreign currency rates. The estimates for payments due on long-term debt, lease payments under capital leases, accrued liabilities, contingent consideration liabilities, intangible assets amortization expense, and rental payments are based upon foreign exchange rates at December 31, 2014.
Stock-Based Compensation:
We recognize compensation expense for all stock-based awards made to our employees and directors. Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized over the vesting period. Determining the fair value of stock-based awards at the grant date requires considerable judgment, including estimating expected volatility of our stock, expected term of the award, and the risk-free interest rate. Our stock’s expected volatility is based upon historical experience. The expected

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term of options granted is based on historical experience. The risk-free interest rate assumption is based upon the U.S. Treasury yield rates for a comparable period. If factors change and we employ different assumptions, stock-based compensation expense for new grants may differ significantly from what we have recorded in the past.
Foreign Currency Translation:
Assets and liabilities of foreign affiliates that use the local currency as their functional currency are translated at the exchange rate on the last day of the accounting period, and income statement accounts are translated at the average rates during the period. Related translation adjustments are reported as a component of accumulated other comprehensive loss in Stericycle, Inc.'s equity.
New Accounting Standards:
Accounting Standards Recently Adopted
Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists
On January 1, 2014, we adopted guidance on the presentation of unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except in certain circumstances. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. For example, an entity should not evaluate whether the deferred tax asset expires before the statute of limitations on the tax position or whether the deferred tax asset may be used prior to the unrecognized tax benefit being settled. We are applying this guidance on a prospective basis. The implementation of this guidance did not affect our results of operations or financial liquidity.
Accounting Standards Issued But Not Yet Adopted
Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity
In April 2014, the Financial Accounting Standards Board ("FASB") issued guidance that changes the threshold for reporting discontinued operations and adds new disclosures. The new guidance defines a discontinued operation as a disposal of a component or group of components that is disposed of or is classified as held for sale and "represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results." For disposals of individually significant components that do not qualify as discontinued operations, an entity must disclose pre-tax earnings of the disposed component. For public business entities, this guidance is effective prospectively for all disposals (or classifications as held for sale) of components of an entity that occur within annual periods beginning on or after December 15, 2014, and interim periods within those years. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued or available for issuance. The Company has no plans to dispose of a component of our entity and therefore does not expect the adoption of this guidance to have a material impact on the Company’s financial position or results of operations.