UNITED STATES

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): May 16, 2007

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Stericycle, Inc.

(Exact name of registrant as specified in its charter)


Delaware	0-21229	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 July 26, 2007 Stericycle, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2007. A copy of this press release is attached hereto as Exhibit 99.1 and incorporated by reference.

The press release and accompanying balance sheet refer to Stericycle's total debt to capitalizaton percentage ratio. The total debt to capitalization percentage ratio is calculated by dividing total debt (numerator) by the sum of total debt, preferred stock, and shareholders' equity (denominator). We consider this leverage ratio to be a good indicator of the strength of a company's balance sheet and its ability to service its debt. Total debt to capitalization percentage is not a measure in accordance with accounting principles generally accepted in the United States. The ratio should not be considered as an alternative to net income, as an indicator of operating performance or as an alternative to cash flow as a measure of liquidity.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

99.1

Press release issued by Stericycle, Inc. dated July 26, 2007.

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: July 26, 2007	Stericycle, Inc.



	By:	/s/ Frank J.M. ten Brink


		Frank J.M. ten Brink
		Executive Vice President and Chief Financial Officer

EXIBIT INDEX

Exhibit Number

Description

99.1

Press Release issued by Stericycle, Inc. dated July 26, 2007.

Exhibit 99.1

STERICYCLE, INC. REPORTS RESULTS

FOR SECOND QUARTER 2007

Lake Forest, Illinois, July 26, 2007—Stericycle, Inc. (NASDAQ:SRCL), today reported financial results for the second quarter of 2007.

SECOND QUARTER AND YEAR-TO-DATE RESULTS

Revenues for the quarter ended June 30, 2007 were $232.8 million, up 17.3% from $198.4 million in the second quarter of 2006. Acquisitions less than 12 months old contributed $11.0 million to the $34.4 million revenue growth in the second quarter of 2007. Gross profit was $104.5 million, up 19.4% from $87.6 million in the second quarter last year. Gross profit as a percent of revenues was 44.9% versus 44.1% in the second quarter of 2006.

Net income for the second quarter of 2007 was $32.0 million or $0.36 per diluted share compared with net income of $25.2 million or $0.28 per diluted share for the second quarter of 2006. During the quarter we completed a 2-for-1 stock split. All historical per share numbers have been adjusted for the split.

For the six months ended June 30, 2007, revenues increased to $443.9 million, up 17.5% from $377.7 million in the same period a year ago. Gross profit was $198.8 million, up 19.5% from $166.3 million in the same period a year ago. Gross profit as a percent of revenues was 44.8% versus 44.0% in the same period in 2006. Earnings per diluted share increased 25.9% to $0.68 from $0.54 per diluted share in the same period a year ago.

Cash flow from operations was $70.5 million for the first six months of 2007. Cash flow and increased loan balances funded $59.0 million in stock repurchases, $51.0 million in acquisitions and international investments and $23.0 million in capital spending.

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

Safe Harbor Statement: Statements in this press release may contain forward-looking statements that involve risks and uncertainties, some of which are beyond our control (for example, general economic conditions). Our actual results could differ significantly from the results described in the forward-looking statements. Factors that could cause such differences include difficulties in completing the integration of acquired businesses, changes in governmental regulation of medical waste collection and treatment, and increases in transportation and other

operating costs, as well as the various other factors described in our filings with the U.S. Securities and Exchange Commission. 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 EXCEPT FOR SHARE AND PER SHARE DATA)

		June 30,		December 31,
		2007		2006
		(unaudited)		(audited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,707	$	13,492
Short-term investments		600		2,548
Accounts receivable, less allowance for doubtful
accounts of $6,017 in 2007 and $5,411 in 2006		154,293		130,354
Deferred tax asset		14,674		16,072
Asset group held for sale		-		33,674
Other current assets		23,843		22,462
Total current assets		195,117		218,602
Property, plant and equipment, net		177,182		156,953
Other assets:
Goodwill		887,014		813,973
Intangible assets, less accumulated amortization of
$13,098 in 2007 and $11,454 in 2006		134,160		115,879
Other		21,342		22,499
Total other assets		1,042,516		952,351
Total assets	$	1,414,815	$	1,327,906

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	14,219	$	22,681
Accounts payable		32,207		25,033
Accrued liabilities		69,144		75,434
Deferred revenue		14,021		11,662
Liability group held for sale		-		7,221
Total current liabilities		129,591		142,031
Long-term debt, net of current portion		508,746		443,115
Deferred income taxes		114,932		105,521
Other liabilities		12,637		12,158
Common shareholders' equity:
Common stock (par value $0.01 per share, 120,000,000
shares authorized, 87,534,190 issued and outstanding
in 2007, 88,503,930 issued and outstanding in 2006)		876		443
Additional paid in capital		210,465		252,568
Accumulated other comprehensive income		9,343		5,229
Retained earnings		428,225		366,841
Total shareholders' equity		648,909		625,081
Total liabilities and shareholders' equity	$	1,414,815	$	1,327,906


Total debt to capitalization percentage ratio		44.6%		42.7%
Calculation of total debt to capitalization percentage ratio:
Total debt	$	522,965	$	465,796
Shareholders' equity		648,909		625,081
Capitalization	$	1,171,874	$	1,090,877


STERICYCLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS EXCEPT FOR SHARE AND PER SHARE DATA)

		Three Months Ended				Six Months Ended
		June 30,				June 30,
	(unaudited)				(unaudited)
		2007		2006		2007		2006

Revenues	$	232,845	$	198,424	$	443,894	$	377,673

Cost of revenues		128,328		110,863		245,141		211,359

Gross profit		104,517		87,561		198,753		166,314

Selling, general and
administrative expenses		43,267		35,852		81,046		68,717
Amortization		882		784		1,750		1,295

Total SG&A expense and amortization		44,149		36,636		82,796		70,012

Income from operations before
acquisition integration and other expenses		60,368		50,925		115,957		96,302

Gain on sale of assets		(1,075)		-		(1,898)		-
Impairment of intangible asset		228		-		228		-
Impairment of fixed assets		611		300		1,261		300
Acquisition integration expenses		606		664		919		1,295

Income from operations		59,998		49,961		115,447		94,707

Other income (expense):
Interest Income		537		251		938		507
Interest expense		(8,276)		(7,253)		(15,976)		(13,159)
Investment in security write down		-		(1,000)		-		(1,000)
Insurance proceeds		-		-		500		-
Other expense, net		(230)		(700)		(783)		(1,230)

Total other income (expense)		(7,969)		(8,702)		(15,321)		(14,882)

Income before income taxes		52,029		41,259		100,126		79,825
Income tax expense		20,031		16,091		38,741		31,132
Net income	$	31,998	$	25,168	$	61,385	$	48,693

Earnings per share-diluted	$	0.36	$	0.28	$	0.68	$	0.54

Weighted average number of
common shares outstanding-diluted		89,956,734		90,621,330		90,203,818		90,474,400


STERICYCLE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

		For the six months ended
		June 30,
		2007		2006
	(unaudited)
Operating Activities:
Net income	$	61,385	$	48,693
Adjustments to reconcile net income to net cash
provided by operating activities:
Gain on sale of assets		(1,898)		-
Impairment of fixed assets		1,261		300
Impairment of permit intangible		228		-
Write down of investment in securities		-		1,000
Stock compensation expense		5,074		5,274
Excess tax benefit of disqualifying dispositions of stock options and
exercise of non-qualified stock options		(2,444)		(3,141)
Depreciation		13,096		11,713
Amortization		1,750		1,295
Deferred income taxes		8,189		3,716
Changes in operating assets and liabilities, net of
effect of acquisitions
Accounts receivable		(18,613)		(12,181)
Other assets		1,913		1,216
Accounts payable		4,755		(4,999)
Accrued liabilities		(6,584)		9,540
Deferred revenue		2,359		1,923

Net cash provided by operating activities		70,471		64,349

Investing Activities:
Payments for acquisitions and international
investments, net of cash acquired		(50,979)		(126,091)
Proceeds from maturity/(purchases) of short-term investments		1,948		(1,964)
Proceeds from sale of assets		26,453		-
Proceeds from sale of property and equipment		124		215
Capital expenditures		(23,031)		(15,720)

Net cash used in investing activities		(45,485)		(143,560)


Financing Activities:
Proceeds from issuance of note payable		-		4,572
Repayment of long-term debt		(32,856)		(12,452)
Net borrowings on senior credit facility		49,142		89,120
Principal payments on capital lease obligations		(341)		(749)
Excess tax benefit of stock options exercised		2,444		3,141
Purchase/cancellation of treasury stock		(59,023)		(13,866)
Proceeds from other issuances of common stock		9,470		7,925

Net cash (used in) provided by financing activities		(31,164)		77,691
Effect of exchange rate changes on cash		(5,607)		(1,697)
Net decrease in cash and cash equivalents		(11,785)		(3,217)
Cash and cash equivalents at beginning of period		13,492		7,825

Cash and cash equivalents at end of period	$	1,707	$	4,608
Non-cash activities:
Net issuances of notes payable for certain acquisitions	$	37,215	$	27,245
Net issuances of common stock for certain acquisitions	$	365	$	-