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): April 28, 2010

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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 April 28, 2010 Stericycle, Inc. issued a press release announcing its financial results for the quarter ended March 31, 2010. 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 April 28, 2010.

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: April 28, 2010	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 April 28, 2010.

FOR FURTHER INFORMATION CONTACT:

FOR IMMEDIATE RELEASE

Frank ten Brink 847-607-2012

Conference call to be held April 28, 2010 at 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 through May 28th by dialing 800-642-1687, access code 63224499. To hear a live simulcast of the call over the internet on www.earnings.com, or to access an audio archive of the call, go to the Investors page on Stericycle’s website at www.stericycle.com.

STERICYCLE, INC. REPORTS RESULTS

FOR FIRST QUARTER 2010

Lake Forest, Illinois, April 28, 2010—Stericycle, Inc. (NASDAQ:SRCL), today reported financial results for the first quarter of 2010.

Revenues for the quarter ended March 31, 2010 were $335.2 million, up 21.0% from $277.1 million in the same quarter last year. Acquisitions less than 12 months old contributed approximately $28.9 million to the growth in revenues for the quarter. Revenues increased 19.1% compared to the first quarter of 2009 when adjusted for favorable foreign exchange impacts in the first quarter of 2010 of $5.2 million. Gross profit was $155.3 million, up 21.5% from $127.8 million in the first quarter last year. Gross profit as a percent of revenue was 46.3% compared with 46.1% in the first quarter of 2009. Gross profit for the first quarter of 2010 was unfavorably impacted by $0.4 million of restructuring costs for our regulated returns management services business.

Net income attributable to Stericycle for the first quarter of 2010 was $48.1 million or $0.56 per diluted share compared with $40.7 million or $0.47 per diluted share for the first quarter of 2009. Net income attributable to Stericycle for the first quarter of 2009 included the effect of $0.4 million of after-tax transaction expenses related to acquisitions, and net income for the first quarter of 2010 included the effect of $0.7 million of after-tax transaction expenses related to acquisitions and $0.4 million of after-tax restructuring costs for our regulated returns management services business. Adjusted for these charges, non-GAAP earnings per diluted share increased from $0.47 in the first quarter of 2009 to $0.57 in the first quarter of 2010 or up 20.2% (see table below).


Table to reconcile GAAP EPS to non-GAAP EPS*
		Three months ended March 31,
					Change
		2010	2009		$	%
GAAP EPS		$0.56	$0.47		$0.09	18.7%
Transaction expenses related to acquisitions / restructuring costs	0.01		0.01
Non-GAAP EPS (adjusted)	$0.57		$0.47	$0.10		20.2%

* In accordance with U.S. generally accepted accounting principles (GAAP), reported earnings per share include the after-tax impact of the items identified in this table. For internal purposes, including the determination of management compensation, the Company excludes these items from results when evaluating operating performance. This table and the Company’s internal use of non-GAAP earnings per share are not intended to imply, and should not be interpreted as implying, that non-GAAP earnings per share is a better measure of performance than GAAP earnings per share.

Cash flow from operations was $81.1 million for the first quarter of 2010. Cash flow and increased loan balances were used to strengthen our business by acquisitions, capital expenditures and share repurchases.

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 changes in governmental regulation of medical waste collection and treatment and increases in transportation and other operating costs, as well as the 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

CONDENSED CONSOLIDATED BALANCE SHEETS


In thousands, except share and per share data
		March 31,		December 31,
		2010		2009
		(Unaudited)		(Audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	22,886	$	15,767
Short-term investments		1,786		1,131
Accounts receivable, less allowance for doubtful accounts of $9,370 in 2010 and $8,709 in 2009		192,296		179,770
Deferred income taxes		9,746		14,087
Prepaid expenses		19,296		12,421
Other current assets		25,804		23,364
Total Current Assets		271,814		246,540
Property, Plant and Equipment, net		253,830		246,154
Other Assets:
Goodwill		1,428,348		1,394,091
Intangible assets, less accumulated amortization of $20,364 in 2010 and $18,546 in 2009		304,783		269,454
Other		28,236		26,564
Total Other Assets		1,761,367		1,690,109
Total Assets	$	2,287,011	$	2,182,803

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt	$	67,680	$	65,932
Accounts payable		45,922		47,608
Accrued liabilities		113,824		92,226
Deferred revenues		16,377		14,954
Total Current Liabilities		243,803		220,720
Long-term debt, net of current portion		929,039		922,919
Deferred income taxes		187,797		171,744
Other liabilities		14,482		10,247
Shareholders' Equity:
Common stock (par value $.01 per share, 120,000,000 shares authorized, 84,652,064 issued and outstanding in 2010 and 84,715,005 issued and outstanding in 2009)		847		847
Additional paid-in capital		46,290		47,522
Accumulated other comprehensive income		(22,562)		(12,292)
Retained earnings		857,737		809,618
Total Stericycle, Inc. Shareholders’ Equity		882,312		845,695
Noncontrolling interest		29,578		11,478
Total Shareholders' Equity		911,890		857,173
Total Liabilities and Shareholders' Equity	$	2,287,011	$	2,182,803

STERICYCLE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


In thousands, except share and per share data
	Three months ended March 31,
	2010		2009
	$	% of Rev	$	% of Rev
Revenues	335,177	100.0	277,090	100.0
Cost of revenues	179,432	53.5	149,287	53.9
Restructuring Costs	428	0.1	--	0.0
Gross profit	155,317	46.3	127,803	46.1
Selling, general and administrative expenses	64,022	19.1	51,872	18.7
Amortization	1,975	0.6	1,010	0.4
Total SG&A expense and amortization	65,997	19.7	52,882	19.1
Income from operations before acquisition, integration, and other expenses	89,320	26.6	74,921	27.0
Transactional expenses related to acquisitions	800	0.2	610	0.2
Restructuring costs and impairment of fixed assets	239	0.1	--	0.0
Acquisition integration expenses	1,149	0.3	111	0.0
Income from operations	87,132	26.0	74,200	26.8
Other income (expense):
Interest income	80	0.0	174	0.1
Interest expense	(8,963)	-2.7	(8,099)	-2.9
Other expense, net	(1,003)	-0.3	(790)	-0.3
Total other expense	(9,886)	-2.9	(8,715)	-3.1
Income before income taxes	77,246	23.0	65,485	23.6
Income tax expense	28,612	8.5	24,811	9.0
Net income	48,634	14.5	40,674	14.7
Net income attributable to noncontrolling interests	515	0.2	19	0.0
Net income attributable to Stericycle, Inc.	48,119	14.4	40,655	14.7

Earnings per share-diluted	0.56		0.47

Weighted average number of common shares outstanding-diluted	86,573,237		86,841,903

STERICYCLE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


In thousands
		Three Months Ended March 31,
		2010		2009
OPERATING ACTIVITIES:
Net income	$	48,634	$	40,655
Adjustments to reconcile net income to net cash provided by operating activities:
Restructuring costs and impairment of fixed assets		667		--
Stock compensation expense		3,874		3,461
Excess tax benefit of stock options exercised		(1,163)		(264)
Depreciation		10,414		7,834
Amortization		1,975		1,010
Deferred income taxes		13,784		7,858
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
Accounts receivable		(7,932)		7,882
Accounts payable		(3,522)		(3,715)
Accrued liabilities		14,934		13,527
Deferred revenues		1,611		1,096
Other assets		(2,221)		(3,068)
Net cash provided by operating activities		81,055		76,276

INVESTING ACTIVITIES:
Payments for acquisitions and international investments, net of cash acquired		(50,459)		(16,296)
Purchases of short-term investments		(423)		(1,664)
Proceeds from sale of property and equipment		--		244
Capital expenditures		(12,804)		(8,389)
Net cash used in investing activities		(63,686)		(26,105)

FINANCING ACTIVITIES:
Repayment of long-term debt		(27,533)		(2,908)
Net borrowings / (repayments) on senior credit facility		24,873		(25,112)
Purchase / cancellation of treasury stock		(10,616)		(27,482)
Proceeds from other issuance of common stock		4,195		3,229
Excess tax benefit of stock options exercised		1,163		264
Net cash used in financing activities		(7,918)		(52,009)
Effect of exchange rate changes on cash		(2,332)		1,839
Net increase in cash and cash equivalents		7,119		1
Cash and cash equivalents at beginning of period		15,767		9,095
Cash and cash equivalents at end of period	$	22,886	$	9,096

NON-CASH ACTIVITIES:
Net issuance of notes payable for certain acquisitions	$	10,038	$	1,900