8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2017

Stericycle, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-37556	36-3640402
(State or other jurisdiction of incorporation)	(Commission File Number)	(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)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CR 230.425)

☐    Soliciting material pursuant to Rule 425 under the Securities Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02    Results of Operations and Financial Condition

On February 15, 2017 Stericycle, Inc. issued a press release announcing its financial results for the quarter and year ended December 31, 2016. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference.

Item 9.01    Financial Statements and Exhibits

(d)	Exhibits
99.1	Press release issued by Stericycle, Inc. dated February 15, 2017.

SIGNATURES

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

Dated: February 15, 2017		Stericycle, Inc.
	By:	/s/ DANIEL V. GINNETTI
		Daniel V. Ginnetti
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by Stericycle, Inc. dated February 15, 2017.

EX-99.1

EXHIBIT 99.1

FOR FURTHER INFORMATION CONTACT:

Investor Relations 847-607-2012

STERICYCLE, INC. REPORTS RESULTS

FOR THE FOURTH QUARTER AND FULL YEAR ENDED 2016

Lake Forest, Illinois, February 15, 2017—Stericycle, Inc. (NASDAQ:SRCL), today reported financial results for the fourth quarter and the full year of 2016.

FOURTH QUARTER HIGHLIGHTS COMPARED TO PRIOR YEAR:

• Revenues of $ 906.4 million, up 2.0%, including a 2.9% negative impact from foreign exchange

• GAAP gross profit of $373.7 million, down 1.8%

• GAAP earnings per diluted share (“GAAP EPS”) decreased 82.4% to $0.14 and Non-GAAP earnings per diluted share (“Non-GAAP EPS”) decreased 20.6% to $1.00

FOURTH QUARTER RESULTS

Revenues for the quarter ended December 31, 2016 were $906.4 million, up $18.1 million or 2.0% from $888.3 million in the fourth quarter of last year. Acquisitions contributed approximately $5.0 million to the current period’s growth in revenues. Divestitures negatively impacted current period revenues by $0.2 million. Revenues increased 4.9% compared to the fourth quarter of last year when adjusted for unfavorable foreign exchange impacts of $25.8 million. Organic revenues grew 4.4%, or 5.2% when adjusted for manufacturing and industrial services. See Tables 1A-1C.

“We were very pleased with our fourth quarter operational performance. Additionally, our recall team delivered a record-breaking quarter which enhanced our results,” said Charlie Alutto, President and Chief Executive Officer.

Gross profit, reported in accordance with U.S. generally accepted accounting principles (“GAAP”), was $373.7 million, down 1.8% from $380.4 million in the fourth quarter of last year. GAAP gross profit as a percentage of revenue was 41.2% compared to 42.8% in the fourth quarter of last year. Non-GAAP gross profit, when adjusted for contract exit costs as identified in Table 2, was $380.2 million, a decrease of 0.2% from $380.9 million in the fourth quarter of last year. Non-GAAP gross profit as a percentage of revenues was 42.0% compared to 42.9% in the fourth quarter of last year.

“Shred-it synergies remain on track. We completed the integration of the inside sales and customer service teams and established standardized best practices for our operational teams. Additionally our cross selling efforts produced several sizable wins among our national and hospital accounts,” said Brent Arnold, Chief Operating Officer.

GAAP earnings per diluted share decreased 82.4% to $0.14 from $0.82 in the fourth quarter of last year. Non-GAAP earnings per diluted share, when adjusted for various items, decreased 20.6% to $1.00 from $1.26 in the fourth quarter of last year. See Tables 3 and 4.

FULL YEAR HIGHLIGHTS COMPARED TO PRIOR YEAR

• Revenues of $3.56 billion, up 19.3%, including a 2.9% negative impact from foreign exchange

• GAAP gross profit of $1.50 billion, up 18.7%

• GAAP EPS decreased 30.2% to $2.08 and Non-GAAP EPS decreased 4.6% to $4.52

FULL YEAR RESULTS

Revenues for the full year 2016 were $3.56 billion, up $576.4 million or 19.3% from $2.99 billion in the same period last year. Acquisitions contributed approximately $570.1 million to the current year’s growth in revenues. Divestitures negatively impacted current year revenues by $0.2 million. Revenues increased 22.2% compared to the same period last year when adjusted for unfavorable foreign exchange impact of $88.0 million. Organic revenues grew 3.2%, or 4.5% when adjusted for manufacturing and industrial services. See Tables 1A-1C.

GAAP gross profit was $1.50 billion, up $237.0 million or 18.7% from $1.27 billion in the same period last year. GAAP gross profit as a percentage of revenues was 42.2% compared to 42.4% in the same period last year. Non-GAAP gross profit, when adjusted for contract exit costs and plant conversion expenses as identified in Table 2, was $1.51

billion, up $244.6 million or 19.3% from $1.27 billion in the same period as last year. Non-GAAP gross profit as a percentage of revenues was flat at 42.5% in the fourth quarter of 2016 and 2015.

GAAP earnings per diluted share decreased 30.2% to $2.08 from $2.98 in 2015. Non-GAAP earnings per diluted share, when adjusted for various items, decreased 4.6% to $4.52 from $4.74 in the same period last year. See Tables 3 and 4.

Cash flow from operations for the year ended 2016 was $547.4 million, up 40.2% from $390.3 million in the same period last year.

CONFERENCE CALL INFORMATION

Conference call to be held February 15, 2017 4:00 p.m. Central time – Dial 866-516-6872 at least 5 minutes before start time. If you are unable to participate on the call, a replay will be available for 30 days by dialing 855-859-2056, access code 49243907. To hear a live simulcast of the call or access the audio archive, visit the investor relations page on www.stericycle.com.

PRESENTATION OF NON-GAAP INFORMATION

This press release includes certain non-GAAP financial measures, as defined in the SEC’s Regulation G. The Company reports its financial results in compliance with GAAP, but believes that also discussing non-GAAP financial measures allows for a better period over period comparison by removing the impact of items that, in management’s view, do not reflect the Company’s underlying operating performance. These measures are also used to evaluate senior management and are a factor in determining their at-risk compensation.

Adjusted diluted earnings per share, adjusted net income attributable to Stericycle common shareholders, adjusted gross profit, and adjusted revenue growth are described in the Reconciliation of Certain Non-GAAP Measures section of this document.

These non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP financial results, but should be read in conjunction with the unaudited condensed consolidated statement of income and other information presented herein. The non-GAAP financial measures in the press release may differ from similar measures used by other companies. A reconciliation of each non-GAAP financial measure to the most directly comparable GAAP measure is included in the accompanying tables.

DISCUSSION OF ADJUSTING ITEMS FOR NON-GAAP MEASURES

For the purpose of evaluating revenues, we present non-GAAP revenues to show the impact of foreign currency, revenues from acquisitions and Manufacturing and Industrial Services (“M&I”). Management reviews and analyzes revenues excluding the effect of foreign currency translation and revenue from acquisitions because we believe this better represents the Company’s underlying business trends, including organic revenue growth. Separate presentation of M&I allows for visibility of a revenue stream that has shown greater volatility than our other service lines.

For the purpose of evaluating operating performance, we present our financials to show the impact of income and expenses in our non-GAAP earnings related to acquisitions. These adjustments include acquisition expense, integration expense, amortization expense, and the change in fair value of contingent consideration. This allows for comparison of period over period results without the impact of acquisition-related expenses.

For the purpose of evaluating operating performance, we additionally present our financials to show the impact of certain expenses and income in our non-GAAP earnings to allow for period over period comparison of financials without the impact of charges that may not occur each year and if so, are due to different factors. For the periods presented, these adjustments include litigation expense, restructuring and plant conversion expenses, contract exit costs, asset impairment charges, and insurance proceeds.

For the purpose of calculating the ultimate impact of our mandatory convertible preferred stock, we show the impact to our EPS by excluding the mandatory convertible preferred stock dividend and using the “if-converted” method of share dilution. This provides the reader insight to how our diluted shares will be affected after these preferred shares are converted to common shares.

RECONCILIATION OF CERTAIN NON-GAAP MEASURES

Table 1 – A: RECONCILIATION OF GAAP TO NON-GAAP REVENUE GROWTH – QTD Q4

	Three Months Ended December 31, 2016 and 2015
	In millions									Percentage Growth (%)
Global Revenue Details by Service	2016			2015			Growth			Organic			Acquisitions and Divestitures			Foreign Exchange
Regulated Waste and Compliance Services	$	512.7		$	520.3		$	(7.5	)		1.0	%		0.4	%		(2.8	%)
Secure Information Destruction Services		185.2			178.1			7.1			4.8	%		1.7	%		(2.4	%)
Communication and Related Services		112.4			86.6			25.9			31.4	%		0.4	%		(1.9	%)
Manufacturing and Industrial Services		96.0			103.4			(7.4	)		(1.5	%)		(0.5	%)		(5.1	%)
Total Revenues, as Reported		906.4			888.3			18.1			4.4	%		0.5	%		(2.9	%)
Less: Manufacturing and Industrial Services		(96.0	)		(103.4	)
Total Revenues, as Adjusted (Non-GAAP)	$	810.4		$	784.9		$	25.5			5.2	%		0.7	%		(2.6	%)
Domestic and Canada Revenues	$	725.3		$	687.5		$	37.9			4.4	%		1.1	%		0.0	%
International Revenues		181.1			200.8			(19.8	)		4.5	%		(1.5	%)		(12.8	%)
Total Revenues, as Reported	$	906.4		$	888.3		$	18.1			4.4	%		0.5	%		(2.9	%)

Table 1 – B: RECONCILIATION OF GAAP TO NON-GAAP REVENUE GROWTH – YTD

	Years Ended December 31, 2016 and 2015
	In millions									Percentage Growth (%)
Global Revenue Details by Service	2016			2015			Growth			Organic			Acquisitions and Divestitures			Foreign Exchange			Total
Regulated Waste and Compliance Services	$	2,063.0		$	2,064.9		$	(1.9	)		2.1	%		0.5	%		(2.7	%)		(0.1	%)
Secure Information Destruction Services		747.5			178.1			569.4		N/A			N/A			N/A			N/A
Communication and Related Services		370.4			334.1			36.3			10.5	%		1.8	%		(1.5	%)		10.9	%
Manufacturing and Industrial Services		381.5			408.8			(27.4	)		(4.8	%)		2.4	%		(4.3	%)		(6.7	%)
Total Revenues, as Reported		3,562.3			2,985.9			576.4			3.2	%		19.1	%		(2.9	%)		19.3	%
Less: Manufacturing and Industrial Services		(381.5	)		(408.8	)
Total Revenues, as Adjusted (Non-GAAP)	$	3,180.9		$	2,577.1		$	603.8			4.5	%		21.7	%		(2.8	%)		23.4	%
Domestic and Canada Revenues	$	2,810.7		$	2,269.1		$	541.5			2.7	%		21.3	%		(0.1	%)		23.9	%
International Revenues		751.7			716.8			34.9			4.6	%		12.2	%		(12.0	%)		4.9	%
Total Revenues, as Reported	$	3,562.3		$	2,985.9		$	576.4			3.2	%		19.1	%		(2.9	%)		19.3	%

Table 1 – C: DISAGGREGATED REVENUE GROWTH – 2016

In millions
	Three Months Ended December 31, 2016			Year Ended December 31, 2016
Organic	$	39.1		$	94.6
Acquisitions		5.0			570.1
Divestitures		(0.2	)		(0.2	)
Foreign Exchange		(25.8	)		(88.0	)
Total Growth	$	18.1		$	576.4

Table 2: RECONCILIATION OF GAAP TO NON-GAAP GROSS PROFIT

In millions
	Three Months Ended December 31,										Years Ended December 31,
	2016					2015					2016					2015
	$		% of Rev			$		% of Rev			$		% of Rev			$		% of Rev
Gross Profit, as Reported	$	373.7		41.2	%	$	380.4		42.8	%	$	1,503.2		42.2	%	$	1,266.2		42.4	%
Contract exit costs		6.5		0.7	%		-		0.0	%		8.3		0.2	%		-		0.0	%
Plant Conversion Expenses		-		0.0	%		0.5		0.1	%		0.8		0.0	%		1.5		0.1	%
Gross Profit, as Adjusted (Non-GAAP)	$	380.2		42.0	%	$	380.9		42.9	%	$	1,512.3		42.5	%	$	1,267.7		42.5	%

Table 3: RECONCILIATION OF GAAP TO NON-GAAP NET INCOME ATTRIBUTABLE TO STERICYCLE COMMON SHAREHOLDERS

In millions, except share and per share data
	Three Months Ended December 31,						Years Ended December 31,
	2016			2015			2016			2015
Net Income Attributable to Stericycle, Inc. Common Shareholders, As Reported	$	12.3			70.7		$	177.8			256.9
Adjustments:
Amortization Expense a		27.0			18.5			129.3			45.5
Acquisition Expenses		1.8			(0.8	)		9.6			39.1
Integration Expenses		26.6			20.4			87.6			51.7
Litigation and Professional Service Expenses		7.5			0.6			12.9			59.7
Changes in Fair Value of Contingent Consideration		0.0			-			(2.1	)		(0.6	)
Restructuring and Plant Conversion Expenses		2.3			4.6			4.0			22.7
Contract Exit Costs		1.2			-			24.0			-
Asset impairment charges b		31.0			1.8			31.0			1.8
Insurance Proceeds		-			-			(3.1	)		-
Add Back Convertible Preferred Stock Dividend		9.6			10.1			39.4			10.1
Total Adjustments		106.9			55.3			332.7			230.0
Tax Effect of above adjustments c		(29.0	)		(10.4	)		(98.2	)		(70.8	)
Net Income Attributable to Stericycle, Inc. Common Shareholders, as Adjusted (Non-GAAP)	$	90.3		$	115.6		$	412.3		$	416.1
EPS, as Reported	$	0.14		$	0.82		$	2.08		$	2.98
EPS, as Adjusted (Non-GAAP)	$	1.00		$	1.26		$	4.52		$	4.74
Weighted average number of common shares outstanding - diluted		85,433,490			85,949,461			85,610,219			86,162,609
Additional Dilution Under If-Converted Method		5,348,094			5,481,207			5,528,257			1,648,318
Diluted Weighted Average Number of Common Shares Outstanding Under If-Converted Method		90,781,584			91,430,668			91,138,476			87,810,927

a) Beginning in the quarter ended March 31, 2016, the Company has started to exclude amortization expense from non-GAAP EPS. For comparable reporting, the Company’s previously reported 2015 results are adjusted to reflect the change.

b) Asset impairment charges included $28.5 million in “Selling, general and administrative expenses exclusive of depreciation” and $2.5 million with “Other (expense)/ income, net” on our Consolidated Statement of Income.

c) The tax effect of the adjustments is calculated based on applying the appropriate tax rate for the jurisdictions in which the adjustment occurred for the respective periods.

Table 4: RECONCILIATION OF GAAP TO NON-GAAP EPS

	Three Months Ended December 31,												Years Ended December 31,
							Change												Change
	2016			2015			$			%			2016			2015			$			%
EPS, as Reported	$	0.14		$	0.82		$	(0.68	)		-82.4	%	$	2.08		$	2.98		$	(0.90	)		-30.2	%
Amortization Expense		0.20			0.14									0.98			0.35
Acquisition Expenses		0.01			0.00									0.07			0.34
Integration Expenses		0.21			0.15									0.65			0.39
Litigation and Professional Service Expenses		0.05			0.05									0.09			0.46
Changes in Fair Value of Contingent Consideration		0.00			0.00									(0.02	)		(0.01	)
Restructuring and Plant Conversion Expenses		0.02			0.04									0.04			0.18
Contract Exit Costs		0.01			0.00									0.21			0.00
Asset Impairment Charges		0.31			0.02									0.31			0.02
Insurance Proceeds		0.00			0.00									(0.04	)		0.00
Add Back Convertible Preferred Stock Dividend		0.11			0.12									0.46			0.12
Total Impact of All Adjustments Including Convertible Preferred Stock Dividend		(0.06	)		(0.08	)								(0.31	)		(0.09	)
EPS, as Adjusted (Non-GAAP)	$	1.00		$	1.26		$	(0.26	)		-20.6	%	$	4.52		$	4.74		$	(0.22	)		-4.6	%
Diluted Weighted Average Number of Common Shares Outstanding Under If-Converted Method		90,781,584			91,430,668									91,138,476			87,810,927

For more information about Stericycle, please visit our website at www.stericycle.com.

Safe Harbor Statement: This press release may contain forward-looking statements that involve risks and uncertainties, some of which are beyond our control (for example, general economic and market conditions). Our actual results could differ significantly from the results described in the forward-looking statements. Factors that could cause such differences include changes in governmental regulation of the collection, transportation, treatment and disposal of regulated waste or the proper handling and protection of personal and confidential information, increases in transportation and other operating costs, the level of governmental enforcement of regulations governing regulated waste collection and treatment or the proper handling and protection of personal and confidential information, our obligations to service our substantial indebtedness and to comply with the covenants and restrictions contained in our private placement notes, term loan credit facility and revolving credit facility, our ability to execute our acquisition strategy and to integrate acquired businesses, competition and demand for services in the regulated waste and secure information destruction industries, political, economic and currency risks related to our foreign operations, impairments of goodwill or other indefinite-lived intangibles, variability in the demand for services we provide on a project or non-recurring basis, exposure to environmental liabilities, fluctuations in the price we receive for the sale of paper, disruptions in or attacks on our information technology systems, compliance with existing and future legal and regulatory requirements, as well as other factors described in our filings with the U.S. Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K. As a result, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate future results or trends. We make no commitment to disclose any subsequent revisions to forward-looking statements.

STERICYCLE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
In thousands
	December 31,
	2016			2015
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	44,189		$	55,634
Short-term investments		62			69
Accounts receivable, net		633,650			614,494
Prepaid expenses		47,864			46,740
Assets held for sale		8,147			-
Other current assets		38,207			44,891
Total Current Assets		772,119			761,828
Property, plant and equipment, net		724,086			665,602
Goodwill		3,596,882			3,758,177
Intangible assets, net		1,861,973			1,842,561
Other assets		29,555			36,995
Total Assets	$	6,984,615		$	7,065,163
LIABILITIES AND EQUITY
Current Liabilities:
Current portion of long-term debt	$	72,974		$	161,409
Accounts payable		148,055			149,202
Accrued liabilities		234,504			197,329
Deferred revenues		17,902			16,989
Liabilities held for sale		1,871			-
Other current liabilities		65,990			62,420
Total Current Liabilities		541,296			587,349
Long-term debt, net of current portion		2,878,149			3,040,352
Deferred income taxes		651,177			608,272
Other liabilities		98,137			81,352
Equity:
Mandatory convertible preferred stock		7			8
Common stock		852			849
Additional paid-in capital		1,166,457			1,143,020
Accumulated other comprehensive loss		(367,783	)		(282,631	)
Retained earnings		2,005,674			1,868,645
Total Stericycle, Inc. Equity		2,805,207			2,729,891
Noncontrolling interests		10,649			17,947
Total Equity		2,815,856			2,747,838
Total Liabilities and Equity	$	6,984,615		$	7,065,163

STERICYCLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
In thousands, except share and per share data
	Three Months Ended December 31,												Years Ended December 31,
	2016						2015						2016						2015
	$			% of Rev			$			% of Rev			$			% of Rev			$			% of Rev
	(Unaudited)												(Unaudited)
Revenues	$	906,396			100.0	%	$	888,304			100.0	%	$	3,562,342			100.0	%	$	2,985,908			100.0	%
Cost of revenues ("COR") exclusive of depreciation		513,159			56.6	%		489,030			55.1	%		1,970,584			55.3	%		1,658,081			55.5	%
Depreciation		19,564			2.2	%		18,919			2.1	%		88,546			2.5	%		61,642			2.1	%
Total cost of revenues		532,723			58.8	%		507,949			57.2	%		2,059,130			57.8	%		1,719,723			57.6	%
Gross profit, as reported		373,673			41.2	%		380,355			42.8	%		1,503,212			42.2	%		1,266,185			42.4	%
Gross profit, as adjusted (non-GAAP)		380,239			42.0	%		380,862			42.9	%		1,512,253			42.5	%		1,267,693			42.5	%
Selling, general and administrative expenses ("SG&A") exclusive of depreciation		290,103			32.0	%		222,297			25.0	%		1,029,397			28.9	%		758,301			25.4	%
Depreciation		9,655			1.1	%		7,519			0.8	%		34,752			1.0	%		20,272			0.7	%
Total SG&A expense, as reported		299,758			33.1	%		229,816			25.9	%		1,064,149			29.9	%		778,573			26.1	%
Total SG&A expense, as adjusted (non-GAAP)		211,495			23.3	%		185,075			20.8	%		779,341			21.9	%		560,216			18.8	%
Income from operations, as reported		73,915			8.2	%		150,539			16.9	%		439,063			12.3	%		487,612			16.3	%
Income from operations, as adjusted (non-GAAP) exclusive of adjusting items shown below		168,744			18.6	%		195,787			22.0	%		732,912			20.6	%		707,477			23.7	%
Adjusting items:
Plant conversion expenses (COR)		-			0.0	%		507			0.1	%		760			0.0	%		1,508			0.1	%
Contract exit costs (COR)		6,566			0.7	%		-			0.0	%		8,281			0.2	%		-			0.0	%
Amortization (SG&A)		26,989			3.0	%		18,541			2.1	%		129,300			3.6	%		45,498			1.5	%
Acquisition expenses (SG&A)		1,784			0.2	%		(818	)		-0.1	%		9,646			0.3	%		39,138			1.3	%
Integration expenses (SG&A)		26,579			2.9	%		20,432			2.3	%		87,587			2.5	%		51,689			1.7	%
Litigation and professional services expenses (SG&A)		7,459			0.8	%		645			0.1	%		12,904			0.4	%		59,651			2.0	%
Change in fair value of contingent consideration (SG&A)		34			0.0	%		-			0.0	%		(2,051	)		-0.1	%		(640	)		0.0	%
Restructuring and plant conversion expenses (SG&A)		2,329			0.3	%		4,160			0.5	%		3,226			0.1	%		21,240			0.7	%
Contract exit costs (SG&A)		(5,379	)		-0.6	%		-			0.0	%		15,724			0.4	%		-			0.0	%
Asset impairment charges (SG&A)		28,468			3.1	%		1,781			0.2	%		28,472			0.8	%		1,781			0.1	%
Total adjustments		94,829			10.5	%		45,248			5.1	%		293,849			8.2	%		219,865			7.4	%
Other income (expense):
Interest expense, net		(24,620	)		-2.7	%		(24,908	)		-2.8	%		(97,709	)		-2.7	%		(77,274	)		-2.6	%
Other (expense)/ income, net		(7,149	)		-0.8	%		4,525			0.5	%		(7,586	)		-0.2	%		569			0.0	%
Total other expense		(31,769	)		-3.5	%		(20,383	)		-2.3	%		(105,295	)		-3.0	%		(76,705	)		-2.6	%
Income before income taxes		42,146			4.6	%		130,156			14.7	%		333,768			9.4	%		410,907			13.8	%
Income tax expense		23,635			2.6	%		49,618			5.6	%		126,259			3.5	%		142,894			4.8	%
Net income		18,511			2.0	%		80,538			9.1	%		207,509			5.8	%		268,013			9.0	%
Less: net income attributable to noncontrolling interests		157			0.0	%		(289	)		0.0	%		1,540			0.0	%		967			0.0	%
Net income attributable to Stericycle, Inc.		18,354			2.0	%		80,827			9.1	%		205,969			5.8	%		267,046			8.9	%
Less: mandatory convertible preferred stock dividend		9,561			1.1	%		10,106			1.1	%		39,414			1.1	%		10,106			0.3	%
Less: gain on repurchase of preferred stock		(3,538	)		-0.4	%		-			0.0	%		(11,285	)		-0.3	%		-			0.0	%
Net income attributable to Stericycle, Inc. common shareholders	$	12,331			1.4	%	$	70,721			8.0	%	$	177,840			5.0	%	$	256,940			8.6	%
Earnings per share - diluted	$	0.14					$	0.82					$	2.08					$	2.98
Weighted average number of common shares outstanding - diluted		85,433,490						85,949,461						85,610,219						86,162,609

STERICYCLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
In thousands
	Years Ended December 31,
	2016			2015
	(Unaudited)
Operating Activities:
Net income	$	207,509		$	268,013
Adjustments to reconcile net income to net cash provided by operating activities:
Stock compensation expense		20,455			21,750
Excess tax benefit of stock options exercised		-			(16,897	)
Depreciation		123,298			81,914
Amortization		129,300			45,498
Deferred income taxes		7,020			(10,294	)
Asset impairment charges		28,472			8,107
Other, net		975			(640	)
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
Accounts receivable		(41,884	)		(55,890	)
Accounts payable		6,041			26,366
Accrued liabilities		34,502			26,060
Deferred revenue		1,382			(4,615	)
Other assets and liabilities		30,311			956
Net cash provided by operating activities		547,381			390,328
Investing Activities:
Payments for acquisitions, net of cash acquired		(63,917	)		(2,419,437	)
Proceeds from investments		7			294
Proceeds from insurance settlement		2,358			-
Proceeds from sale of business		790			-
Proceeds from sale of property and equipment		1,316			-
Capital expenditures		(136,160	)		(114,761	)
Net cash used in investing activities		(195,606	)		(2,533,904	)
Financing Activities:
Repayments of long-term debt and other obligations		(89,215	)		(93,172	)
Proceeds from foreign bank debt		76,237			53,747
Repayments of foreign bank debt		(84,114	)		(87,308	)
Proceeds from term loan		-			1,550,000
Repayments of term loan		(250,000	)		(300,000	)
Proceeds from private placement of long-term note		-			600,000
Repayments of private placement of long-term note		-			(100,000	)
Proceeds from senior credit facility		1,464,902			1,907,402
Repayments of senior credit facility		(1,393,323	)		(2,004,385	)
Repayments of capital lease obligations		(5,313	)		(3,865	)
Payments of deferred financing costs		(605	)		(9,903	)
Payment for hedge		-			(8,833	)
Payments for repurchase of common stock		(40,814	)		(130,576	)
Payments for repurchase of mandatory convertible preferred stock		(30,910	)		-
Proceeds from issuances of mandatory convertible preferred stock		-			746,900
Proceeds from issuances of common stock		37,504			60,124
Dividends paid on mandatory convertible preferred stock		(39,414	)		(10,106	)
Excess tax benefit of stock options exercised		-			16,897
Payments to noncontrolling interests		(8,190	)		(5,714	)
Net cash (used in)/ provided by financing activities		(363,255	)		2,181,208
Effect of exchange rate changes on cash and cash equivalents		35			(4,234	)
Net (decrease)/ increase in cash and cash equivalents		(11,445	)		33,398
Cash and cash equivalents at beginning of period		55,634			22,236
Cash and cash equivalents at end of period	$	44,189		$	55,634
Non-cash activities:
Net issuances of obligations for acquisitions	$	44,230		$	80,189