10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2011

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)

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 (§232.405 of this chapter) 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 Rule 12b-2 of the Exchange Act).     YES  ¨    NO  x

As of October 31, 2011 there were 85,113,990 shares of the registrant’s Common Stock outstanding.

Stericycle, Inc.

Table of Contents

	Page No.
PART I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2011 (Unaudited) and December 31, 2010 (Audited)		1
Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2011 and 2010 (Unaudited)		2
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2011 and 2010 (Unaudited)		3
Condensed Consolidated Statements of Changes in Equity for the nine months ended September 30, 2011 (Unaudited) and year ended December 31, 2010 (Audited)		4
Notes to Condensed Consolidated Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21
Item 3. Qualitative and Quantitative Disclosures about Market Risk		29
Item 4. Controls and Procedures		29
PART II. Other Information
Item 1. Legal Proceedings		31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		31
Item 6. Exhibits		33
Signatures		33
Certifications		34

PART I. – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

STERICYCLE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

In thousands, except share and per share data
	September 30,			December 31,
	2011			2010
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	23,395		$	79,276
Short-term investments		416			16,248
Accounts receivable, less allowance for doubtful accounts of $18,546 in 2011 and $10,845 in 2010		283,710			215,420
Deferred income taxes		15,696			16,824
Prepaid expenses		22,160			16,038
Other current assets		39,465			24,882
Total Current Assets		384,842			368,688
Property, Plant and Equipment, net		290,721			267,971
Other Assets:
Goodwill		1,924,989			1,595,764
Intangible assets, less accumulated amortization of $38,881 in 2011 and $28,394 in 2010		524,227			375,174
Other		30,729			31,426
Total Other Assets		2,479,945			2,002,364
Total Assets	$	3,155,508		$	2,639,023
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	95,149		$	91,406
Accounts payable		70,285			54,777
Accrued liabilities		140,975			134,355
Deferred revenues		13,662			14,455
Other current liabilities		9,842			13,496
Total Current Liabilities		329,913			308,489
Long-term debt, net of current portion		1,304,628			1,014,222
Deferred income taxes		301,115			222,647
Other liabilities		8,127			13,315
Equity:
Common stock (par value $.01 per share, 120,000,000 shares authorized, 85,196,102 issued and outstanding in 2011 and 85,242,387 issued and outstanding in 2010)		852			852
Additional paid-in capital		26,721			46,945
Accumulated other comprehensive loss		(32,870	)		(16,869	)
Retained earnings		1,187,960			1,017,497
Total Stericycle, Inc.’s Equity		1,182,663			1,048,425
Noncontrolling interest		29,062			31,925
Total Equity		1,211,725			1,080,350
Total Liabilities and Equity	$	3,155,508		$	2,639,023

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

1

STERICYCLE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

In thousands, except share and per share data
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Revenues	$	420,924		$	362,988		$	1,229,491		$	1,045,899
Costs and Expenses:
Cost of revenues		220,419			185,515			639,773			532,625
Selling, general and administrative expenses		72,582			65,033			214,815			191,067
Depreciation and amortization		16,933			13,504			47,987			38,510
Acquisition expenses		3,195			1,891			12,254			3,247
Integration expenses		1,813			790			3,866			3,253
Restructuring costs and plant closure expense		633			216			1,086			2,446
Litigation settlement		460			0			460			937
Loss/ (gain) on sale of assets		323			0			323			(2,955	)
Total Costs and Expenses		316,358			266,949			920,564			769,130
Income from Operations		104,566			96,039			308,927			276,769
Other Income (Expense):
Interest income		237			82			484			194
Interest expense		(12,034	)		(8,509	)		(36,413	)		(26,342	)
Other expense, net		(577	)		333			(1,659	)		(1,562	)
Total Other Expense		(12,374	)		(8,094	)		(37,588	)		(27,710	)
Income Before Income Taxes		92,192			87,945			271,339			249,059
Income Tax Expense		32,448			30,645			99,119			89,359
Net Income	$	59,744		$	57,300		$	172,220		$	159,700
Less: Net Income Attributable to Noncontrolling Interests		497			614			1,757			1,801
Net Income Attributable to Stericycle, Inc.	$	59,247		$	56,686		$	170,463		$	157,899
Earnings Per Common Share Attributable to Stericycle, Inc. Common Shareholders:
Basic	$	0.69		$	0.66		$	1.99		$	1.86
Diluted	$	0.68		$	0.65		$	1.95		$	1.82
Weighted Average Number of Common Shares Outstanding:
Basic		85,564,682			85,295,740			85,654,097			84,986,187
Diluted		87,385,121			87,179,057			87,620,867			86,830,761

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

2

STERICYCLE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

In thousands
	Nine Months Ended September 30,
	2011			2010
OPERATING ACTIVITIES:
Net income	$	172,220		$	159,700
Adjustments to reconcile net income to net cash provided by operating activities:
Loss/ (gain) on sale of assets		323			(2,955	)
Change in fair value of contingent consideration		(2,140	)		0
Accelerated amortization of term loan financing fees		1,241			0
Stock compensation expense		11,563			11,441
Excess tax benefit of stock options exercised		(16,614	)		(17,951	)
Depreciation		36,885			31,858
Amortization		11,102			6,652
Deferred income taxes		27,685			20,307
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
Accounts receivable		(20,288	)		(26,366	)
Accounts payable		(11,239	)		(3,477	)
Accrued liabilities		16,694			19,214
Deferred revenues		(1,241	)		1,942
Other assets and liabilities		(11,015	)		5,061
Net cash provided by operating activities		215,176			205,426
INVESTING ACTIVITIES:
Payments for acquisitions and international investments, net of cash acquired		(467,430	)		(95,615	)
Proceeds from/ (purchases of) short-term investments		15,941			(17,172	)
Proceeds from sale of assets		2,371			8,000
Capital expenditures		(36,981	)		(35,937	)
Net cash used in investing activities		(486,099	)		(140,724	)
FINANCING ACTIVITIES:
Repayment of long-term debt		(17,294	)		(45,292	)
Borrowings on senior credit facility		1,433,405			665,932
Repayments on senior credit facility		(1,163,613	)		(679,004	)
Payments of deferred financing costs		(3,740	)		(5,757	)
Payments on capital lease obligations		(2,703	)		(2,172	)
Purchase and cancellation of treasury stock		(81,201	)		(43,589	)
Proceeds from other issuance of common stock		30,487			38,224
Excess tax benefit of stock options exercised		16,614			17,951
Net cash provided by/ (used in) financing activities		211,955			(53,707	)
Effect of exchange rate changes on cash		3,087			(6,135	)
Net (decrease)/ increase in cash and cash equivalents		(55,881	)		4,860
Cash and cash equivalents at beginning of period		79,276			15,767
Cash and cash equivalents at end of period	$	23,395		$	20,627
NON-CASH ACTIVITIES:
Net issuance of obligations for certain acquisitions	$	37,464		$	32,353

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

3

STERICYCLE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Nine Months Ended September 30, 2011 (Unaudited) and

Year Ended December 31, 2010 (Audited)

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 December 31, 2009		84,715		$	847		$	47,522		$	809,618	$	(12,292	)	$	11,478		$	857,173
Net income											207,879					2,578			210,457
Currency translation adjustment													(2,544	)		2,938			394
Change in fair value of cash flow hedge, net of tax of $1,353													(2,033	)					(2,033	)
Comprehensive income																			208,818
Issuance of common stock for exercise of options and employee stock purchases		1,988			20			50,491											50,511
Purchase/ cancellation of treasury stock		(1,461	)		(15	)		(94,320	)										(94,335	)
Stock compensation expense								18,565											18,565
Excess tax benefit of stock options exercised								24,687											24,687
Change in noncontrolling interest																14,931			14,931
Balance at December 31, 2010		85,242		$	852		$	46,945		$	1,017,497	$	(16,869	)	$	31,925		$	1,080,350
Net income											170,463					1,757			172,220
Currency translation adjustment													(16,257	)		(1,584	)		(17,841	)
Amounts reclassified into income, net of tax of $162													256						256
Comprehensive income																			154,635
Issuance of common stock for exercise of options and employee stock purchases		967			10			33,811											33,821
Purchase/ cancellation of treasury stock		(1,013	)		(10	)		(81,191	)										(81,201	)
Stock compensation expense								11,563											11,563
Excess tax benefit of stock options exercised								16,614											16,614
Change in noncontrolling interest								(1,021	)							(3,036	)		(4,057	)
Balance at September 30, 2011		85,196		$	852		$	26,721		$	1,187,960	$	(32,870	)	$	29,062		$	1,211,725

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

4

STERICYCLE, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Unless the context requires otherwise, “we”, “us” or “our” refers to Stericycle, Inc. and its subsidiaries on a consolidated basis.

NOTE 1 – BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, the Company believes the disclosures included in the accompanying condensed consolidated financial statements are adequate to make the information presented not misleading. In our opinion, all adjustments necessary for a fair presentation for the periods presented have been reflected and are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the Stericycle, Inc. and Subsidiaries Consolidated Financial Statements and notes thereto for the year ended December 31, 2010, as filed with our Annual Report on Form 10-K for the year ended December 31, 2010. The results of operations for the nine months ended September 30, 2011 are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 2011.

There were no material changes in the Company’s critical accounting policies since the filing of its 2010 Form 10-K. As discussed in the 2010 Form 10-K, 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.

Certain amounts in previously issued financial statements have been reclassified to conform to the current period presentation.

NOTE 2 – ACQUISITIONS AND DIVESTITURES

The following table summarizes the locations of our acquisitions for the nine months ended September 30, 2011:

Acquisition Locations	2011
United States		16
Argentina		1
Brazil		4
Canada		2
Chile		1
Ireland		1
Japan		2
Portugal		1
Romania		5
Spain		1
United Kingdom		3
Total		37

5

During the quarter ended March 31, 2011, we completed nine acquisitions. Domestically, we acquired selected assets of three regulated waste businesses. Internationally, we acquired 100% of the stock of two regulated waste businesses in the UK and two regulated waste businesses in Romania, selected assets of a regulated waste business in Ireland, and 80% of the stock of a regulated waste business in Chile.

During the quarter ended June 30, 2011, we completed 11 acquisitions. Domestically, we completed our stock acquisition of Healthcare Waste Solutions, Inc., a Delaware corporation (“HWS”). We also acquired selected assets of five regulated waste businesses and all of the assets of a compliance business. Internationally, we acquired 100% of the stock of regulated waste businesses in Argentina and Canada, 70% of the stock of a regulated waste business in Brazil, and selected assets of a regulated waste business in Romania. We also increased our majority share in a previous acquisition in Brazil from 70% to 82.5%.

During the quarter ended September 30, 2011, we completed 17 acquisitions. Domestically, we acquired selected assets of two regulated waste businesses, three compliance businesses, and one returns management business. Internationally, we acquired 100% of the stock of a regulated waste business in Canada, UK, and Spain. Our Spanish company includes a 51% ownership in a small subsidiary. In Brazil we acquired 82.5% of the stock of three regulated waste businesses. In Romania we acquired 100% of the stock of one regulated waste business and selected assets of another. In Japan we acquired 100% of the stock of one regulated waste business and selected assets of another. In Portugal we acquired selected assets of one regulated waste business. In Mexico we sold our 55% majority ownership of a regulated waste business for approximately $3.3 million which resulted in a loss of $0.3 million.

The following table summarizes the aggregate purchase price paid for acquisitions and other adjustments of consideration to be paid on acquisitions during the nine months ended September 30, 2011:

In thousands
Cash	$	467,430
Promissory notes		24,733
Deferred consideration		12,731
Contingent consideration		4,383
Total purchase price	$	509,277

During the nine months ended September 30, 2011, we recognized a net increase to goodwill of $345.8 million of which $229.2 million was assigned to our United States reporting segment and $116.6 million to our Foreign Countries reporting segment. Approximately $29.7 million of the goodwill recognized during the nine months ended September 30, 2011 will be deductible for income taxes.

6

During the nine months ended September 30, 2011, we recognized $169.4 million in intangible assets of which $160.7 million represents the estimated fair value of acquired customer relationships with amortizable lives of 15-40 years, and $6.9 in permits with indefinite lives. The allocation of the acquisition price paid is preliminary pending completion of certain intangible asset valuations and completion accounts.

The following table summarizes the preliminary purchase price allocation for current period acquisitions and other adjustments to purchase price allocations during the nine months ended September 30, 2011:

In thousands
Fixed assets	$	27,548
Intangibles		169,412
Goodwill		345,780
Net other assets/ (liabilities)		22,226
Debt		(1,168	)
Net deferred tax liabilities		(53,913	)
Noncontrolling interests		(608	)
Total purchase price allocation	$	509,277

For financial reporting purposes, our 2011 and 2010 acquisitions were accounted for using the acquisition method of accounting. These acquisitions resulted in recognition of goodwill in our financial statements reflecting the premium paid to acquire businesses that we believe are complementary to our existing operations and fit our strategy. During the nine months ended September 30, 2011 and 2010, the Company incurred $12.3 million and $3.2 million, respectively, of acquisition related expenses. These expenses are identified on our Condensed Consolidated Statements of Income as “acquisition expenses”. The purchase prices in excess of acquired tangible assets for these acquisitions have been primarily allocated to goodwill and other intangibles and are preliminary pending completion of certain intangible asset valuations.

NOTE 3 – NEW ACCOUNTING STANDARDS

Accounting Standards Recently Adopted

Revenue Recognition

On January 1, 2011, Stericycle adopted changes issued by the Financial Accounting Standards Board (“FASB”) to guidance on revenue recognition for arrangements with multiple deliverables. This update allows companies to allocate consideration received for qualified separate deliverables using estimated selling price for both delivered and undelivered items when vendor-specific objective evidence or third-party evidence is unavailable. Additional disclosures discussing the nature of multiple element arrangements, the types of deliverables under the arrangements, the general timing of their delivery, and significant factors and estimates used to determine estimated selling prices are required. This new guidance did not have a material impact to our financial statements.

7

Accounting Standards Issued But Not Yet Adopted

Other Comprehensive Income

In June 2011, the FASB issued changes to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. These changes become effective for Stericycle on January 1, 2012. Other than the change in presentation, these changes will not have an impact on our financial statements.

Goodwill Impairment Testing

In September 2011, the FASB issued changes to the testing for impairment of goodwill. Previous guidance under Topic 350 required an entity to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill (step one). If the fair value of a reporting unit is less than its carrying amount, then the second step of the test must be performed to measure the amount of the impairment loss, if any. Under the amendments, an entity is not required to calculate the fair value of a reporting unit unless the entity determines, using qualitative assessment, that it is more likely than not (greater than 50%) that its fair value is less than its carrying amount. These changes become effective for Stericycle on January 1, 2012, although early adoption is permitted. As these changes should not affect the outcome of the impairment analysis of a reporting unit, management has determined these changes will not have an impact on our financial statements.

NOTE 4 – FAIR VALUE MEASUREMENTS

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

8

In thousands
			Fair Value Measurements Using
	Total as of September 30, 2011		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
Assets:
Cash and cash equivalents	$	23,395	$	23,395	$	0	$	0
Short-term investments		416		416		0		0
Total assets	$	23,811	$	23,811	$	0	$	0
Liabilities:
Contingent consideration	$	7,644	$	0	$	0	$	7,644
Total liabilities	$	7,644	$	0	$	0	$	7,644
In thousands
			Fair Value Measurements Using
	Total as of December 31, 2010		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
Assets:
Cash and cash equivalents	$	79,276	$	79,276	$	0	$	0
Short-term investments		16,248		16,248		0		0
Total assets	$	95,524	$	95,524	$	0	$	0
Liabilities:
Contingent consideration	$	16,450	$	0	$	0	$	16,450
Total liabilities	$	16,450	$	0	$	0	$	16,450

Level 1: At September 30, 2011, we have $23.4 million in cash and cash equivalents, and $0.4 million in money market accounts, that we recorded at fair value using Level 1 inputs. At December 31, 2010, we had $79.3 million in cash and cash equivalents, $15.8 million in certificates of deposit, and $0.4 million in money market accounts. In 2010, we financed a portion of our Japan acquisition through local borrowings of ¥1.2 billion which required us to deposit the equivalent USD amount of $15.8 million in one year certificates of deposit with an affiliated bank located in the United States that was redeemed in September 2011.

Level 2: We had no assets or liabilities measured at fair value using Level 2 inputs at September 30, 2011 or December 31, 2010.

Level 3: We had contingent consideration liabilities recorded in the amounts of $7.6 million at September 30, 2011, and $16.5 million at December 31, 2010. Contingent considerations are amounts to be paid as part of acquisition consideration only if certain future events occur. These events are usually acquisition targets for revenues or earnings. We arrive at the fair value of contingent consideration by applying a weighted probability of potential outcomes to the maximum possible payout. These potential outcomes are dependent on both past financial performance and management assumptions about future performance. Contingent consideration liabilities are reassessed each quarter and are reflected in the balance sheet as part of other short-term or long-term liabilities. Changes to contingent consideration are reflected in the table below:

9

In thousands
Contingent consideration at December 31, 2010	$	16,450
Increases due to acquisitions		4,383
Decreases due to payments		(10,172	)
Changes due to currency fluctuations		(877	)
Changes in fair value reflected in income statement		(2,140	)
Contingent consideration at September 30, 2011	$	7,644

Fair Value of Debt: At September 30, 2011, the fair value of the Company’s debt obligations was estimated at $1.410 billion compared to a carrying amount of $1.400 billion. At December 31, 2010, the fair value of the Company’s debt obligations was estimated at $1.108 billion, compared to a carrying amount of $1.106 billion. The fair values were 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.

There were no movements of items between fair value hierarchies.

NOTE 5 – DERIVATIVE INSTRUMENTS

At September 30, 2011, we had no derivative instruments.

NOTE 6 – INCOME TAXES

We and our subsidiaries file U.S. federal income tax returns and income tax returns in various states and foreign jurisdictions. With a few exceptions, we are no longer subject to U.S. federal, state, local, or non-U.S. income tax examinations by tax authorities for years before 2005.

The Company has recorded accruals to cover uncertain tax positions taken on previously filed tax returns. Such liabilities relate to additional taxes, interest and penalties the Company may be required to pay in various tax jurisdictions. During the course of examinations by various taxing authorities, proposed adjustments may be asserted. The Company evaluates such items on a case-by-case basis and adjusts the accrual for uncertain tax positions.

The total amount of unrecognized tax positions as of September 30, 2011 is $9.8 million, which includes interest and penalties and is reflected as a liability on the balance sheet. The amount of unrecognized tax positions that, if recognized, would affect the effective tax rate is approximately $9.8 million. We recognize interest and penalties accrued related to income tax reserves in income tax expense. This method of accounting is consistent with prior years.

The following table summarizes the changes in unrecognized tax positions during the nine months ended September 30, 2011:

10

In thousands
Unrecognized tax positions, January 1, 2011	$	9,132
Gross increases- prior period tax positions		61
Gross increases- current period tax positions		1,972
Settlement		(108	)
Expiration of the Statute of Limitations		(1,209	)
Unrecognized tax positions, September 30, 2011	$	9,848

NOTE 7 – STOCK BASED COMPENSATION

At September 30, 2011 we had stock options outstanding under the following plans:

• the 2008 Incentive Stock Plan, which our stockholders approved in May 2008;

• the 2005 Incentive Stock Plan, which our stockholders approved in April 2005;

• the 2000 Nonstatutory Stock Option Plan, which expired in February 2010;

• the 1997 Stock Option Plan, which expired in January 2007;

• the Directors Stock Option Plan, which expired in May 2006;

• the 1995 Incentive Compensation Plan, which expired in July 2005;

• our Employee Stock Purchase Plan (ESPP), which our stockholders approved in May 2001.

The following table presents the total stock-based compensation expense resulting from stock option awards and the ESPP included in the condensed consolidated statements of income:

In thousands
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Cost of revenues – stock option plan	$	33	$	55	$	89	$	170
Selling, general and administrative – stock option plan		3,336		3,341		10,122		10,464
Selling, general and administrative – restricted stock units		219		87		593		173
Selling, general and administrative – ESPP		257		217		759		634
Total pre-tax expense	$	3,845	$	3,700	$	11,563	$	11,441

As of September 30, 2011, there was $29.0 million of total unrecognized compensation expense, related to non-vested stock options, which is expected to be recognized over a weighted-average period of 1.70 years.

The following table sets forth the tax benefits related to stock compensation:

In thousands
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Tax benefit recognized in income statement	$	291	$	1,486	$	2,468	$	4,547
Excess tax benefit realized		2,065		4,521		16,614		17,951

11

The Black-Scholes option-pricing model is used in determining the fair value of each option grant using the assumptions noted in the table below. The expected term of options granted is based on historical experience and represents the period of time that awards granted are expected to be outstanding. Expected volatility is based upon historical volatility of the Company’s stock. The expected dividend yield is zero. The risk-free interest rate is based upon the U.S. Treasury yield rates of a comparable period.

The assumptions that we used in the Black-Scholes model are as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Expected term (in years)		5.75			5.75			5.75			5.75
Expected volatility		27.70	%		27.62	%		27.41	%		28.39	%
Expected dividend yield		0	%		0	%		0	%		0	%
Risk free interest rate		1.38	%		1.71	%		2.23	%		2.38	%

The weighted average grant date fair value of the stock options granted during the three and nine months ended September 30, 2011 and 2010 was as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Weighted average fair value at grant date	$	19.94	$	15.36	$	21.09	$	13.43

Stock option activity for the nine months ended September 30, 2011, was as follows:

	Number of Options			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life			Aggregate Intrinsic Value
							(in years	)
Outstanding at December 31, 2010		6,508,833		$	41.86
Granted		1,036,276			85.33
Exercised		(940,323	)		32.35
Cancelled or expired		(204,373	)		52.10
Outstanding at September 30, 2011		6,400,413		$	49.97		6.71		$	201,525,724
Exercisable at September 30, 2011		3,370,240		$	40.05		5.51		$	137,510,507
Vested and expected to vest in the future at September 30, 2011		5,867,818		$	48.61		6.55		$	192,179,037

The total exercise intrinsic value represents the total pre-tax value (the difference between the sales price on that trading day in the quarter ended September 30, and the exercise price associated with the respective option).

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Total exercise intrinsic value of options exercised	$	6,387	$	14,485	$	51,876	$	56,318

12

Restricted stock units (RSUs) activity for the nine months ended September 30, 2011, was as follows:

	Number of Units			Weighted Average Remaining Contractual Life			Aggregate Intrinsic Value
					(in years	)
Outstanding at December 31, 2010		20,000
Granted		18,488
Forfeited		(3,250	)
Outstanding at September 30, 2011		35,238			1.89		$	2,844,411
Exercisable at September 30, 2011		0			0.00		$	0
Vested and expected to vest in the future at September 30, 2011		28,115			1.86		$	2,269,406

NOTE 8 – COMMON STOCK

The following table provides information about our repurchase of shares of our common stock during the nine months ended September 30, 2011 and September 30, 2010:

	Number of Shares Repurchased and Cancelled		Amount Paid for Repurchases (000’s)		Average Price Paid per Share
Three months ended March 31, 2011		0	$	0	$	0
Three months ended June 30, 2011		50,675		4,302		84.90
Three months ended September 30, 2011		962,181		76,899		79.92
Nine months ended September 30, 2011		1,012,856	$	81,201	$	80.17
Three months ended March 31, 2010		207,114	$	11,260	$	54.36
Three months ended June 30, 2011		235,436		13,000		55.22
Three months ended September 30, 2010		308,588		19,329		62.64
Nine months ended September 30, 2010		751,138	$	43,589	$	58.03

NOTE 9 – NET INCOME PER COMMON SHARE

The following table sets forth the computation of basic and diluted net income per share:

In thousands, except share and per share data
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Numerator:
Numerator for basic earnings per share
Net income attributable to Stericycle, Inc.	$	59,247	$	56,686	$	170,463	$	157,899
Denominator:
Denominator for basic earnings per share weighted average shares		85,564,682		85,295,740		85,654,097		84,986,187
Effect of diluted securities:
Employee stock options		1,820,439		1,883,317		1,966,770		1,844,574
Denominator for diluted earnings per share-adjusted weighted average shares and after assumed conversions		87,385,121		87,179,057		87,620,867		86,830,761
Earnings per share – Basic	$	0.69	$	0.66	$	1.99	$	1.86
Earnings per share – Diluted	$	0.68	$	0.65	$	1.95	$	1.82

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NOTE 10 – COMPREHENSIVE INCOME

The components of total comprehensive income are net income, net income attributable to noncontrolling interests, the change in cumulative currency translation adjustments, and gains and losses on derivative instruments qualifying as cash flow hedges. The following table sets forth the components of total comprehensive income for the three and nine months ended September 30, 2011 and 2010:

In thousands
	Three Months Ended September 30,					Nine Months Ended September 30,
	2011			2010		2011			2010
Net income	$	59,744		$	57,300	$	172,220		$	159,700
Other comprehensive income/ (loss):
Currency translation adjustments		(35,634	)		17,253		(17,841	)		(632	)
Amounts reclassified into income, net of tax		85			2,312		256			675
Other comprehensive income/ (loss)		(35,549	)		19,565		(17,585	)		43
Comprehensive income		24,195			76,865		154,635			159,743
Less: net income attributable to noncontrolling interests		497			614		1,757			1,801
Comprehensive income attributable to Stericycle, Inc.	$	23,698		$	76,251	$	152,878		$	157,942

NOTE 11 – GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and identifiable indefinite lived intangible assets are not amortized, but are subject to an annual impairment test. Other intangible assets are amortized over their useful lives. We have determined that our customer relationships have useful lives from 15 to 40 years based upon the type of customer, with a weighted average remaining useful life of 39.1 years. We have covenants not-to-compete intangibles with useful lives from two to ten years, with a weighted average remaining useful life of 5.7 years. We have tradename intangibles with useful lives from 20 to 40 years, with a weighted average remaining useful life of 19.6 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 have two geographical reporting segments, “United States” and “Foreign Countries”, both of which have goodwill. The changes in the carrying amount of goodwill since December 31, 2010 were as follows by reporting segment:

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In thousands
	United States			Foreign Countries			Total
Balance as of December 31, 2009	$	1,153,149		$	240,942		$	1,394,091
Goodwill acquired during year		128,954			74,049			203,003
Sale of assets		(2,345	)		0			(2,345	)
Changes due to currency fluctuation		0			1,015			1,015
Balance as of December 31, 2010	$	1,279,758		$	316,006		$	1,595,764
Goodwill on 2011 acquisitions		229,994			124,361			354,355
Changes in goodwill on 2010 acquisitions		(803	)		(7,772	)		(8,575	)
Sale of assets		0			(2,887	)		(2,887	)
Changes due to currency fluctuation		0			(13,668	)		(13,668	)
Balance as of September 30, 2011	$	1,508,949		$	416,040		$	1,924,989

The changes to goodwill for 2010 acquisitions are primarily due to the finalization of intangible valuations and allocation of goodwill to the business in Mexico sold during the third quarter.

As of September 30, 2011 and December 31, 2010, the values of the intangible assets were as follows:

In thousands
	September 30, 2011						December 31, 2010
	Gross Carrying Amount		Accumulated Amortization		Net Value		Gross Carrying Amount		Accumulated Amortization		Net Value
Amortizable intangibles:
Covenants not-to-compete	$	10,770	$	3,988	$	6,782	$	10,402	$	2,952	$	7,450
Customer relationships		455,750		32,546		423,204		304,175		23,177		280,998
Tradenames		2,556		360		2,196		1,200		253		947
License agreements		720		288		432		766		211		555
Other		1,699		1,699		0		1,801		1,801		0
Indefinite lived intangibles:
Operating permits		91,613		—		91,613		85,224		—		85,224
Total	$	563,108	$	38,881	$	524,227	$	403,568	$	28,394	$	375,174

During the quarters ended September 30, 2011 and 2010, the aggregate amortization expense was $4.2 million and $2.5 million, respectively. For the nine months ended September 30, 2011 and 2010, the aggregate amortization expense was $11.1 million and $6.7 million, respectively.

The estimated amortization expense for each of the next five years, assuming no additional amortizable intangible assets, is as follows for the years ended December 31:

In thousands
2011	$	15,386
2012		18,205
2013		17,993
2014		17,817
2015		17,525

15

Future amortization expense may fluctuate depending on changes in foreign currency rates, future acquisitions, or changes to the estimated amortizable life of the intangibles. The estimates for amortization expense noted above are based upon foreign exchange rates as of September 30, 2011.

During the quarter ended June 30, 2011, we performed our annual goodwill impairment evaluation for our three reporting units, Domestic Regulated Waste, Domestic Regulated Returns and Recall Management Services, and Foreign Countries. We performed two impairment tests, one using a market approach and the other using an income approach. Both the market and income approaches indicated no impairment to goodwill to any of our three reporting units.

Market Approach: Our market approach begins by calculating the market capitalization of the Company using the average stock price for the prior 30 days and the outstanding share count at June 30, 2011. 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 a gain on sale of divested assets, for the prior twelve months. The calculated market capitalization is divided by the modified 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 month modified EBITDA of that reporting unit. The fair value was 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.

The results of our goodwill impairment test using the market approach indicated the fair value of our reporting units exceeded book value by a substantial amount, in excess of 100% of book value.

Income Approach: The income approach uses expected future cash flows of each reporting unit and discounts those cash flows to a 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 risk size premium and foreign country premium. Significant assumptions used in the income approach include realization of future cash flows and the discount rate used to present value those cash flows.

The results of our goodwill impairment test using the income approach indicated the fair value of our reporting units exceeded book value by a substantial amount; in excess of 100%.

We complete our annual impairment analysis of our indefinite lived intangibles (facility permits) during the quarter ended December 31 of each year.

16

NOTE 12 – DEBT

Long-term debt consisted of the following:

In thousands
	September 30, 2011		December 31, 2010
Obligations under capital leases	$	5,040	$	6,330
$1 billion revolver weighted average rate 1.8%, due in 2016, variable rate debt at Libor +1.025 bps and base rate + 0.025%		527,790		175,407
$215 million term loan		0		80,969
$100 million Private Placement notes 5.64%, due in 2015		100,000		100,000
$175 million Private Placement notes 3.89%, due in 2017		175,000		175,000
$225 million Private Placement notes 4.47%, due in 2020		225,000		225,000
Acquisition notes weighted average rate of 3.0% and weighted average maturity of 4.8 years		249,683		251,489
Foreign bank debt weighted average rate 6.1% and weighted average maturity of 2.2 years		117,264		91,433
		1,399,777		1,105,628
Less: current portion		95,149		91,406
Total	$	1,304,628	$	1,014,222

Our $1.0 billion senior credit facility maturing in September 2016, our $100.0 million private placement notes maturing April 2015, our $175.0 million private placement notes maturing in October 2017, and our $225.0 million private placement notes maturing in October 2020, 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, the term loan credit agreement and the private placement notes. At September 30, 2011, we were in compliance with all of our financial debt covenants.

During the quarter ended June 30, 2011, we repaid the outstanding principal of $76.9 million on our term loan debt. This debt had an original maturity date of June 2012 and was repaid early to take advantage of lower interest rates offered through our senior revolving facility. As a result of the early retirement, we incurred $1.2 million in unamortized term loan fees that was recognized as interest expense in the quarter ended June 30, 2011.

On September 21, 2011, we and certain of our subsidiaries entered into an 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., as syndication agent, and HSBC Bank USA, National Association, Lloyds Securities, Inc. and Union Bank, N.A., as co-documentation agents. The new credit agreement amended and restated our prior credit agreement dated as of August 24, 2007, as amended. The new credit agreement increases our unsecured revolving credit facility from $850.0 million to $1.0 billion and extends the maturity date of our borrowings from August 24, 2012 to September 21, 2016. We paid $3.7 million in financing fees which will be amortized to interest expense over the life of the loan agreement.

17

As of September 30, 2011 and December 31, 2010, we had $159.3 million and $184.0 million, respectively, committed to outstanding letters of credit under our senior credit facility. The unused portion of the revolving credit facility as of September 30, 2011 and December 31, 2010 was $312.9 million and $490.6 million, respectively.

Guarantees

We have guaranteed a loan to JPMorganChase Bank N.A. on behalf of Shiraishi-Sogyo Co. Ltd (“Shiraishi”). Shiraishi is a customer in Japan that is expanding its medical waste management business and has a one year loan with a current balance of $6.4 million with JPMorganChase Bank N.A. that matures on May 2012. We also have extended notes receivable to Shiraishi for approximately $15.2 million in support of its medical waste business. These amounts are collateralized with the assets of Shiraishi and related companies.

NOTE 13 – GEOGRAPHIC INFORMATION

Management has determined that we have two reportable segments, United States (which includes Puerto Rico) and Foreign Countries. Revenues are attributed to countries based on the location of customers. Inter-company revenues recorded by the United States for work performed in Canada, which are immaterial, are eliminated prior to reporting United States revenues. The same accounting principles and critical accounting policies are used in the preparation of the financial statements for both reporting segments.

Detailed information for our United States reporting segment is as follows:

In thousands
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Regulated waste management services	$	278,748	$	241,724	$	807,383	$	707,389
Regulated returns and recall management services		25,106		31,895		87,814		83,598
Total revenue		303,854		273,619		895,197		790,987
Net interest expense		9,333		7,033		29,866		22,053
Income before income taxes		78,761		73,229		224,049		207,590
Income taxes		27,820		26,494		83,913		76,243
Net income attributable to Stericycle, Inc.	$	50,941	$	46,735	$	140,136	$	131,347
Depreciation and amortization	$	10,375	$	9,009	$	30,007	$	26,395

Detailed information for our Foreign Countries reporting segment is as follows:

In thousands
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Regulated waste management services	$	117,070	$	89,369	$	334,294	$	254,912
Net interest expense		2,464		1,394		6,063		4,095
Income before income taxes		13,431		14,716		47,290		41,469
Income taxes		4,628		4,151		15,206		13,116
Net income		8,803		10,565		32,084		28,353
Less: net income attributable to noncontrolling interests		497		614		1,757		1,801
Net income attributable to Stericycle, Inc.	$	8,306	$	9,951	$	30,327	$	26,552
Depreciation and amortization	$	6,558	$	4,495	$	17,980	$	12,115

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NOTE 14 – LEGAL PROCEEDINGS

We operate in a highly regulated industry and must 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.

NOTE 15 – RESTRUCTURING CHARGES

In December of 2009, we announced the consolidation of operations within our returns and recall management services (“RMS”) business which has been completed and resulted in incremental expense of $0.1 million in 2011.

In December 2010, we reorganized the structure of our international management group in order to leverage strong local management, resulting in employee severance and other charges. During the third quarter of 2011 we expanded this program to include consolidation of administrative facilities in the United Kingdom and reorganization of our international legal structure. We recognized $0.3 million in expense during the first two quarters of 2011 and an additional $0.6 million in the third quarter of 2011. We had an accrual balance of $0.9 million at the end of third quarter of 2011 and expect approximately an additional $1.2 to $1.5 million in expense to be recognized primarily in the fourth quarter of 2011 and first quarter of 2012. We expect the accrual balance to be paid primarily during the fourth quarter of 2011 and first quarter 2012.

The following tables below highlight the pre-tax charges and changes in the reserves for the nine months ended September 30, 2011 and for the year ended December 31, 2010. All charges related to these costs are reflected on our Consolidated Statements of Income within “Restructuring costs” for both costs of revenue and selling, general, and administrative expenses.

In thousands
	Beginning Reserve at 01/01/11		Charges for the Nine Months Ended 9/30/11		Cash Paid			Ending Reserve at 9/30/11
Employee severance	$	1,835	$	397	$	(1,902	)	$	330
Other costs		217		689		(366	)		540
Total	$	2,052	$	1,086	$	(2,268	)	$	870

19

In thousands
	Beginning Reserve at 01/01/10		Charges for the Year Ended 12/31/10		Cash Paid			Ending Reserve at 12/31/10
Employee severance	$	666	$	3,100	$	(1,931	)	$	1,835
Other costs		6		1,080		(869	)		217
Non-cash items
Employee severance		0		3,266		0			0
Other costs		0		925		0			0
Total	$	672	$	8,371	$	(2,800	)	$	2,052

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

We were incorporated in 1989 and presently serve a diverse customer base of over 517,000 customers throughout the United States, Argentina, Brazil, Canada, Chile, Ireland, Japan, Mexico, Portugal, Romania, Spain, and the United Kingdom. We have fully integrated networks including processing centers, and transfer and collection sites. We use these networks to provide a broad range of services to our customers including regulated waste management services, and regulated return and recall management services. Regulated waste management services include regulated waste removal services, sharps management services, products and services for infection control, and safety and compliance programs. Regulated return and recall management services are physical services provided to companies and individual businesses that assist with the handling of products that are being removed from the supply chain due to recalls and expiration. These services also include advanced notification technology that is used to communicate specific instructions to the users of the product. Our waste treatment technologies include autoclaving, incineration, chemical treatment, and our proprietary electro-thermal-deactivation system. In addition, we have technology licensing agreements with companies located in Japan, Brazil, and South Africa.

There were no material changes in the Company’s critical accounting policies since the filing of its 2010 Form 10-K. As discussed in the 2010 Form 10-K, 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.

Highlights of the three months ended September 30, 2011:

• revenues grew to $420.9 million, a 16.0% increase over $363.0 million for the third quarter 2010;

• third quarter gross margins decreased to 45.2% in 2011 from 46.3% in 2010;

• operating income was $104.6 million, a 8.9% increase over $96.0 million for the third quarter 2010;

• we incurred a net $3.8 million in expenses related to acquisitions and restructuring; and

• cash flow from operations was $95.5 million.

Highlights of the nine months September 30, 2011:

• revenues grew to $1.23 billion, a 17.6% increase over $1.05 billion for 2010;

• gross margins decreased to 45.5% from 46.4% in 2010;

• operating income was $308.9 million, a 11.6% increase over $276.8 million for 2010;

• we incurred a net $13.3 million in expenses related to acquisitions and restructuring; and

• cash flow from operations was $215.2 million.

During the quarter ending September 30, 2011, we completed our annual goodwill impairment test. The results of that test did not indicate any impairment to our goodwill (see Note 11 – Goodwill and Other Intangible Assets, in the Notes to the Condensed Consolidated Financial Statements (Item 1 of Part I)).

21

THREE MONTHS ENDED SEPTEMBER 30, 2011 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2010

The following summarizes the Company’s operations:

In thousands, except per share data
	Three Months Ended September 30,
	2011				2010
	$		%		$		%
Revenues	$	420,924		100.0	$	362,988		100.0
Cost of revenues		220,419		52.4		185,515		51.1
Depreciation		10,450		2.5		9,190		2.5
Restructuring costs		0		0.0		185		0.1
Total cost of revenues		230,869		54.8		194,890		53.7
Gross profit		190,055		45.2		168,098		46.3
Selling, general and administrative expenses		72,582		17.2		65,033		17.9
Depreciation		2,274		0.5		1,796		0.5
Amortization		4,209		1.0		2,518		0.7
Total selling, general and administrative expenses		79,065		18.8		69,347		19.1
Acquisition expenses		3,195		0.8		1,891		0.5
Integration expenses		1,813		0.4		790		0.2
Restructuring costs and plant closure expense		633		0.2		31		0.0
Litigation settlement		460		0.1		0		0.0
Loss/ (gain) on sale of assets		323		0.1		0		0.0
Income from operations		104,566		24.8		96,039		26.5
Net interest expense		11,797		2.8		8,427		2.3
Income tax expense		32,448		7.7		30,645		8.4
Net income		59,744		14.2		57,300		15.8
Less: net income attributable to noncontrolling interests		497		0.1		614		0.2
Net income attributable to Stericycle, Inc.	$	59,247		14.1	$	56,686		15.6
Earnings per share-diluted	$	0.68			$	0.65

Revenues: Our revenues increased $57.9 million, or 16.0%, in the third quarter of 2011 to $420.9 million from $363.0 million in the same period in 2010. Domestic revenues increased $30.2 million, or 11.0%, to $303.9 million from $273.6 million in the same period in 2010. Internal revenue growth for domestic small account customers increased by $11.5 million, or approximately 8%, and internal revenue growth for large quantity customers increased by $5.0 million, or approximately 6%. Internal revenues for returns and recall management services decreased by $11.0 million in 2011. Internal revenues excludes acquisitions less than one year old. Total regulated waste and returns management domestic acquisitions less than one year old contributed approximately $24.7 million to the increase in domestic revenues.

22

International revenues increased $27.7 million, or 31.0%, to $117.1 million from $89.4 million in the same period in 2010. Internal growth in the international segment contributed $4.4 million, or approximately 5% in increased revenues. Internal growth excludes the effect of foreign exchange and acquisitions and divestitures less than one year old. The effect of exchange rate fluctuations favorably impacted international revenues approximately $4.1 million while acquisitions net of divestitures less than one year old contributed an additional $19.2 million in international revenues.

Cost of Revenues: Our cost of revenues increased $36.0 million, or 18.5%, in the third quarter of 2011 to $230.9 million from $194.9 million in the same period in 2010. Our domestic cost of revenues increased $15.9 million, or 11.5%, in the third quarter of 2011 to $153.7 million from $137.8 million in the same period in 2010 as a result of costs related to a proportional increase in revenues from acquisitions and internal growth.

Our international cost of revenues increased $20.1 million, or 35.2%, in the third quarter of 2011 to $77.2 million from $57.1 million in the same period in 2010 primarily driven by the impact of exchange rates and impact from integration of acquisitions.

Our Company wide gross margin percentage decreased to 45.2% during the third quarter of 2011 from 46.3% during the same period in 2010 primarily due to lower margin newly acquired revenues offset partially by improvements in the base business margins.

Selling, General and Administrative Expenses: Selling, general and administrative (“SG&A”) expenses increased approximately $9.7 million, or 14.0%, in the third quarter of 2011 to $79.1 million from $69.4 million in the same period in 2010 primarily as investment spending supported the increase in revenues and acquired SG&A expenses. As a percentage of revenue, these costs decreased by 0.3% for the third quarter 2011 compared to the same period in 2010.

Domestically, third quarter SG&A expenses increased $4.5 million, or 8.4%, to $58.1 million from $53.6 million in the same period in 2010. As percentage of revenues, SG&A was lower at 19.1% in the third quarter of 2011 compared to 19.6% in 2010. As a percentage of revenues, amortization expense of acquired intangible assets increased by 0.2% while other expenses decreased by 0.7%.

Internationally, third quarter SG&A expenses increased $5.2 million or 32.9% to $21.0 million from $15.8 million in the same period in 2010. As a percentage of revenues, SG&A was 17.9% in 2011 compared to 17.7% in 2010. The increase in SG&A was due the increased number of international acquisitions partially offset by restructuring of the international management structure and the continued integration of acquisitions. The percent to revenue was up due to a higher ratio of amortization expense to revenues; factoring out amortization expense, SG&A was lower by approximately 50 basis points to revenue.

Income from Operations: Income from operations increased $8.5 million, or 8.9%, in the third quarter of 2011 to $104.6 million from $96.0 million in same period in 2010. During the quarter ended September 2011, we recognized $3.2 million in acquisition expenses, $1.8 million related to the integration of new acquisitions, $0.6 million of restructuring costs, $0.5 million in litigation settlement, and $0.3 million loss on sale of assets related to the Mexico divestiture.

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During the quarter ended September 2010, we recognized $1.9 million in expenses related to acquisitions, $0.8 million related to the integration of new acquisitions, and $0.2 million of restructuring costs of our regulated returns management service business.

Net Interest Expense: Net interest expense increased to $11.8 million during the third quarter in 2011 from $8.4 million during the same period in 2010. Our interest expense was higher in 2011 due primarily to increased borrowings and interest expense related to the new private placement completed in the fourth quarter of 2010.

Income Tax Expense: Income tax expense increased to $32.4 million in the third quarter of 2011 from $30.6 million in the same period in 2010. In September 2011 and 2010, we recognized $1.3 million and $1.2 million, respectively; of tax benefits related to prior years unrecognized tax positions. The effective tax rates for the quarters ended September 30, 2011 and 2010 were 35.2% and 34.8%, respectively.

NINE MONTHS ENDED SEPTEMBER 30, 2011 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2010

The following summarizes the Company’s operations:

In thousands, except per share data
	Nine Months Ended September 30,
	2011				2010
	$		%		$			%
Revenues	$	1,229,491		100.0	$	1,045,899			100.0
Cost of revenues		639,773		52.0		532,625			50.9
Depreciation		30,438		2.5		26,983			2.6
Restructuring costs		54		0.0		1,339			0.1
Total cost of revenues		670,265		54.5		560,947			53.6
Gross profit		559,226		45.5		484,952			46.4
Selling, general and administrative expenses		214,815		17.5		191,067			18.3
Depreciation		6,447		0.5		4,875			0.5
Amortization		11,102		0.9		6,652			0.6
Total selling, general and administrative expenses		232,364		18.9		202,594			19.4
Acquisition expenses		12,254		1.0		3,247			0.3
Integration expenses		3,866		0.3		3,253			0.3
Restructuring costs and plant closure expense		1,032		0.1		1,107			0.1
Litigation settlement		460		0.0		937			0.1
Loss/ (gain) on sale of assets		323		0.0		(2,955	)		-0.3
Income from operations		308,927		25.1		276,769			26.5
Net interest expense		35,929		2.9		26,148			2.5
Income tax expense		99,119		8.1		89,359			8.5
Net income		172,220		14.0		159,700			15.3
Less: net income attributable to noncontrolling interests		1,757		0.1		1,801			0.2
Net income attributable to Stericycle, Inc.	$	170,463		13.9	$	157,899			15.1
Earnings per share-diluted	$	1.95			$	1.82

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Revenues: Our revenues increased $183.6 million, or 17.6%, for the nine months ended September 31, 2011 to $1.23 billion from $1.05 billion in same period in 2010. Domestic revenues increased $104.2 million, or 13.2%, to $895.2 million from $791.0 million in 2010 as internal revenue growth for domestic small account customers increased by $35.4 million, or approximately 8%, and internal revenue growth for large quantity customers increased by $14.1 million, or approximately 5%. Internal revenues for returns and recall management services decreased by $3.0 million resulting from fewer large recalls in the quarter. Internal revenues exclude acquisitions less than one year old. Total domestic regulated waste and returns management acquisitions less than one year old contributed approximately $57.7 million to the increase in domestic revenues.

International revenues increased $79.4 million, or 31.1%, to $334.3 million in 2011 from $254.9 million in 2010. Internal growth in the international segment contributed $14.0 million, or approximately 6% in increased revenues. Internal growth excludes the effect of foreign exchange and acquisitions and divestitures less than one year old. The effect of exchange rate fluctuations favorably impacted international revenues approximately $13.7 million and acquisitions and divestitures less than one year old contributed an additional $51.7 million in international revenues.

Cost of Revenues: Our cost of revenues increased $109.3 million, or 19.5%, for the nine months ended September 30, 2011 to $670.2 million from $560.9 million during the same period in 2010. Our domestic cost of revenues increased $53.5 million, or 13.4%, to $452.5 million from $399.0 million in the same period in 2010 as a result of costs related to a proportional increase in revenues from acquisitions and internal growth.

Our international cost of revenues increased $55.8 million, or 34.5% to $217.7 million from $161.9 million in same period in 2010 as a result of costs related to a proportional increase in revenues, partially driven by the impact of exchange rates.

Our Company wide gross margin percentage decreased to 45.5% during 2011 from 46.4% during 2010 due to the inclusion of lower margin acquired revenues.

Selling, General and Administrative Expenses: SG&A expenses increased $29.8 million, or 14.7%, in the nine months ended September 30, 2011 to $232.4 million from $202.6 million in the same period in 2010. As a percentage of revenue, these costs decreased by 0.5% for the nine months ended September 30, 2011 compared to the same period in 2010.

Domestically, SG&A increased $16.8 million in 2011, or 10.7%, to $173.5 million from $156.7 million in the same period in 2010. The increase was primarily due to SG&A expenses related to the acquired revenues and higher amortization expense.

Internationally, SG&A increased $13.0 million in 2011, or 28.3%, to $58.9 million from $45.9 million in the same period in 2010. As a percentage of revenues, SG&A was 17.6% in 2011 and 18.0% in 2010. Increased in SG&A was due the increased number of international acquisitions partially offset by restructuring of the international management structure and the continued integration of acquisitions. Higher amortization expense related to recognized intangible assets from acquisitions and investment for our Clinical Services program also contributed to the increase in SG&A.

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Income from Operations: Income from operations increased $32.2 million, or 11.6%, in the nine months ended September 30, 2011 to $308.9 million from $276.8 million in the same period in 2010. During the nine months ended September 30, 2011, we recognized $12.3 million in acquisition expenses, $3.9 million related to the integration of new acquisitions, $1.1 million of restructuring costs, $0.5 million in litigation settlement, and $0.3 million loss on sale of assets related to the Mexico divestiture.

During the nine months ended September 30, 2010, we recognized $3.2 million in acquisition expenses, $3.3 million related to the integration of new acquisitions, $2.4 million of restructuring and plant closure expenses, and litigation settlement of $0.9 million, partially offset by a $3.0 million gain on sale of assets related to the MedServe divestiture.

Net Interest Expense: Net interest expense increased to $35.9 million in the nine months ended September 30, 2011 from $26.1 million during the same period in 2010 due to increased borrowings. An additional interest expense of $1.2 million in the second quarter of 2011 was due to the acceleration of amortization of finance fees related to our term loan that was repaid prior to scheduled maturity of June 2012.

Income Tax Expense: Income tax expense increased to $99.1 million for the nine months ended September 30, 2011 from $89.4 million for the same period in 2010. The increase was due to higher taxable income. In September 2011 and 2010, we recognized $1.3 million and $1.2 million, respectively; of tax benefits related to prior years unrecognized tax positions which positively impacted our diluted earnings per share by $0.01 in both 2011 and 2010. The effective tax rates for the nine months ended September 30, 2011 and 2010 were 36.5% and 35.9%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Our $1.0 billion senior credit facility maturing in September 2016, our $100.0 million private placement notes maturing April 2015, our $175.0 million private placement notes maturing in October 2017, and our $225.0 million private placement notes maturing in October 2020, 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, the term loan credit agreement and the private placement notes. At September 30, 2011, we were in compliance with all of our financial debt covenants.

On September 21, 2011, we and certain of our subsidiaries entered into an 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., as syndication agent, and HSBC Bank USA, National Association, Lloyds Securities, Inc. and Union Bank, N.A., as co-documentation agents. The new credit agreement amended and restated our prior credit agreement dated as of August 24, 2007, as amended. The new credit agreement increases our unsecured revolving credit facility from $850.0 million to $1.0 billion and extends the maturity date of our borrowings from August 24, 2012 to September 21, 2016. We paid $3.7 million in financing fees which will be amortized to interest expense over the life of the loan agreement.

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As of September 30, 2011, we had $527.8 million of borrowings outstanding under our $1.0 billion senior unsecured credit facility, which includes foreign currency borrowings of $63.8 million. We also had $159.3 million committed to outstanding letters of credit under this facility. The unused portion of the revolving credit facility as of September 30, 2011 was $312.9 million. At September 30, 2011, our interest rates on borrowings under our revolving credit facility were as follows:

• For short-term borrowing (overnight): Federal funds rate plus 0.5% , the Eurocurrency rate plus 1.0% or prime rate plus 0.025%, whichever is higher; and

• For borrowing greater than one month: LIBOR plus 1.25%.

The weighted average rate of interest on the unsecured revolving credit facility was 1.8% per annum.

As of September 30, 2011, we repaid the outstanding principal of $76.9 million on our term loan debt. This debt had an original maturity date of June 2012 and was repaid early to take advantage of lower interest rates offered through our senior revolving facility. There were no prepayment penalties.

As of September 30, 2011, 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.

As of September 30, 2011, 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 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.

As of September 30, 2011, we had $372.0 million in other debt outstanding, which includes promissory notes issued in connection with acquisitions during 2004 through 2011, other foreign subsidiary bank debt, and capital lease obligations.

Working Capital: At September 30, 2011, our working capital decreased $5.3 million to $54.9 million compared to $60.2 million at December 31, 2010.

Our current assets increased by $16.2 million primarily due to acquired assets of $64.1 million of which $54.2 million was accounts receivables. Cash and cash equivalents at December 31, 2010 included $23.0 million, offset by an equivalent amount in accrued liabilities, that was used for recalled product reimbursement during nine months ended September 30, 2011. Cash was also used to pay debt offset by collections.

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Our current liabilities increased by $21.4 million. We acquired $44.3 million in current liabilities of which $26.8 million was accounts payable. Offsetting these acquired liabilities was the decrease in the recalled product reimbursement of $23.0 million. We repaid the outstanding principal on our term loan debt of which $20.2 million was current (see Note 12 – Debt), and also $3.2 million of the short-term portion of our acquisition notes. Offsetting short-term debt decreases was an increase in our short-term amounts on our senior credit facility of $16.4 million due to borrowings for acquisitions. The remaining increase to our current liabilities is primarily an increase to accrued taxes, and an increase to accrued interest related to higher debt.

Net Cash Provided or Used: Net cash provided by operating activities increased $9.8 million, or 4.7%, to $215.2 million during the nine months ended September 30, 2011 compared to $205.4 million for the comparable period in 2010, primarily due to an increase in revenues. Cash provided by operations as a ratio to net income is 125% and 129% for the nine months ended 2011 and 2010, respectively, with days sales outstanding the same at 53 days when excluding acquired receivables and 58 days when including acquired receivables.

Net cash used in investing activities for the nine months ended September 30, 2011 was $486.1 million compared to $140.7 million in the comparable period in 2010. The increase is due to acquisitions, of which the largest was our acquisition of HWS which resulted in $234.4 million cash used. We redeemed $15.8 million of certificates of deposit the quarter ended September 30, 2011. Capital expenditures for the nine months ended September 30, 2011 decreased, as a percentage of revenue, to 3.0% from 3.4% for the comparable period 2010.

We had net cash provided by financing activities of $212.0 million during the nine months ended September 30, 2011 compared to $53.7 million net cash used by financing activities for the comparable period in 2010, a change of $265.7 million related to increased borrowings to finance certain acquisitions and offset by share repurchases of $81.2 million compared to $43.6 million in 2010, an increase of $37.6 million.

Guarantees: We have guaranteed a loan to JPMorganChase Bank N.A. on behalf of Shiraishi-Sogyo Co. Ltd (“Shiraishi”). Shiraishi is a customer in Japan that is expanding their medical waste management business and has a one year loan with a current balance of $6.4 million with JPMorganChase Bank N.A. that expires in May 2012. We also have extended notes receivable to Shiraishi for approximately $15.2 million in support of their medical waste business. These amounts are collateralized with the assets of Shiraishi and related companies.

Annual Impairment Test: We completed our annual goodwill impairment test during the second quarter of 2011. We used both a market approach and an income approach to determine the fair value of our reporting units. The market approach compares the market capitalization of the company as a whole, which is the fair value, and allocates a portion of that fair value to each reporting unit based on that reporting unit’s historic cash flows, as measured by a modified Earnings Before Interest, Taxes, Depreciation, and Amortization. The income approach uses estimates of future cash flows discounted to a present value to arrive at a fair value. Both the market and income approaches indicated no impairment to any of our three reporting units.

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ITEM 3. QUALITATIVE AND QUANTITATIVE 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 $6.2 million on a pre-tax basis.

We have exposure to foreign currency fluctuations. We have subsidiaries in nine foreign countries whose functional currency is the local currency. Changes in foreign currency exchange rates could unfavorably impact our consolidated results of operations.

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.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our Chairman and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter covered by this Report. On the basis of this evaluation, our Chairman and Chief Executive Officer and our Chief Financial Officer each concluded that our disclosure controls and procedures were effective.

The term “disclosure controls and procedures” is defined in Rule 13a-14(e) of the Securities Exchange Act of 1934 as “controls and other procedures designed to ensure that information required to be disclosed by the issuer in the reports, files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.” Our disclosure controls and procedures are designed to ensure that material information relating to us and our consolidated subsidiaries is accumulated and communicated to our management, including our Chairman and Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding our required disclosures.

Internal Control Over Financial Reporting

The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuers’ principal executive and principal financial officers, and effected by the issuer’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 generally accepted accounting principles (added this). During the quarter ended September 30, 2011, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

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FROM TIME TO TIME WE ISSUE FORWARD-LOOKING STATEMENTS RELATING TO SUCH THINGS AS ANTICIPATED FINANCIAL PERFORMANCE, BUSINESS PROSPECTS, ACQUISITION ACTIVITIES AND SIMILAR MATTERS.

THESE FORWARD-LOOKING STATEMENTS MAY 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 VARIOUS OTHER FACTORS.

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PART II. – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

See Note 14 – Legal Proceedings, in the Notes to the Condensed Consolidated Financial Statements (Item 1 of Part I).

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

• In May 2002 our Board of Directors authorized the Company to repurchase up to 6,000,000 shares of our common stock, in the open market or through privately negotiated transactions, at times and in amounts in the Company’s discretion.

• In February 2005, at a time when we had purchased a total of 2,956,860 shares, the Board authorized us to purchase an additional 2,956,860 shares.

• In February 2007, at a time when we had purchased an additional 3,142,080 shares since the prior increase in authorization, the Board authorized us to purchase up to an additional 3,142,080 shares.

• In May 2007, at a time when we had purchased an additional 1,187,142 shares since the prior increase in authorization, the Board authorized us to purchase up to an additional 1,187,142 shares.

• In May 2008, at a time when we had purchased an additional 2,938,496 shares since the prior increase in authorization, the Board authorized us to purchase up to an additional 2,938,496 shares.

• In November 2010, at a time when we had purchased an additional 4,312,820 shares since the prior increase in authorization, our Board of Directors authorized us to purchase up to an additional 4,312,820 shares, thereby again giving the Company the authority to purchase up to a total of 6,000,000 additional shares.

Under resolutions that our Board of Directors adopted in May 2002, February 2005, February 2007, May 2007, May 2008 and November 2010, we have been authorized to purchase a cumulative total of 20,537,398 shares of our common stock on the open market. As of September 30, 2011, we had purchased a cumulative total of 15,659,978 shares.

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The following table provides information about our purchases during the nine months ended September 30, 2011 of shares of our common stock:

Issuer Purchase of Equity Securities

Period	Total Number of Share (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, 2011		0	$	0		0		5,890,276
February 1 – February 28, 2011		0		0		0		5,890,276
March 1 – March 31, 2011		0		0		0		5,890,276
April 1 – April 30, 2011		0		0		0		5,890,276
May 1 – May 31, 2011		0		0		0		5,890,276
June 1 – June 30, 2011		50,675		84.90		50,675		5,839,601
July 1 – July 31, 2011		164,000		83.67		164,000		5,675,601
August 1 – August 31, 2011		701,344		79.11		701,344		4,974,257
September 1 – September 30, 2011		96,837	$	79.41		96,837		4,877,420

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ITEM 6. EXHIBITS

31.1 Rules 13a-14(a)/15d-14(a) Certification of Mark C. Miller, Chairman and Chief Executive Officer

31.2 Rule 13a-14(a)/15d-14(a) Certification of Frank J.M. ten Brink, Executive Vice President and Chief Financial Officer

32 Section 1350 Certification of Mark C. Miller, Chairman and Chief Executive Officer, and Frank J.M. ten Brink, Executive Vice President and Chief Financial Officer

101.INS XBRL	Instance Document
101.SCH XBRL	Taxonomy Extension Schema Document
101.CAL XBRL	Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL	Taxonomy Definition Linkbase Document
101.LAB XBRL	Taxonomy Extension Label Linkbase Document
101.PRE XBRL	Taxonomy Extension Presentation Linkbase Document

SIGNATURES

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

Dated: November 9, 2011

STERICYCLE, INC.
(Registrant)
By:	/s/ Frank J.M. ten Brink
Frank J.M. ten Brink
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-31.1

Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification

Mark C. Miller

Chairman and Chief Executive Officer

I, Mark C. Miller, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Stericycle, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operation and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and have:

(a) designed such disclosure controls and procedure, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2011

/s/ MARK C. MILLER                                                     

      Mark C. Miller

      Chairman and Chief

      Executive Officer

      Stericycle, Inc.

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EX-31.2

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification

Frank J.M. ten Brink

Executive Vice President and Chief Financial Officer

I, Frank J.M. ten Brink, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Stericycle, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operation and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant, and have:

(a) designed such disclosure controls and procedure, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2011

/s/ FRANK J.M. TEN BRINK

      Frank J.M. ten Brink

      Executive Vice President and

      Chief Financial Officer Stericycle, Inc.

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EX-32

Exhibit 32

SECTION 1350 CERTIFICATION

In reference to this quarterly report on Form 10-Q of Stericycle, Inc. we, Mark C. Miller, Chairman and Chief Executive Officer of the registrant, and Frank J.M. ten Brink, an Executive Vice President and the Chief Financial Officer of the registrant, certify as follows, pursuant to 18 U.S.C. § 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002):

(a) the report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(b) the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

Date: November 9, 2011

/s/  MARK C. MILLER

      Mark C. Miller

      Chairman and Chief

      Executive Officer

      Stericycle, Inc.

/s/  FRANK J.M. TEN BRINK

      Frank J.M. ten Brink

      Executive Vice President and

      Chief Financial Officer

      Stericycle, Inc.

38

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Restricted Stock Units (RSUs) Activity (Detail) (Restricted stock units, USD $)	9 Months Ended
	Sep. 30, 2011 Year
Restricted stock units
Number of Units
Outstanding at beginning of period	20,000
Granted	18,488
Forfeited	(3,250)
Outstanding at end of period	35,238
Exercisable at end of period	0
Vested and expected to vest in the future at end of period	28,115
Weighted Average Remaining Contractual Life (in years)
Outstanding at end of period	1.89
Exercisable at end of period	0.00
Vested and expected to vest in the future at end of period	1.86
Aggregate Intrinsic Value
Outstanding at end of period	$ 2,844,411
Exercisable at end of period	0
Vested and expected to vest in the future at end of period	$ 2,269,406

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data	Sep. 30, 2011	Dec. 31, 2010
Accounts receivable, allowance for doubtful accounts	$ 18,546	$ 10,845
Intangible assets, accumulated amortization	$ 38,881	$ 28,394
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	120,000,000	120,000,000
Common stock, issued	85,196,102	85,242,387
Common stock, outstanding	85,196,102	85,242,387

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $) In Thousands, except Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Revenues	$ 420,924	$ 362,988	$ 1,229,491	$ 1,045,899
Costs and Expenses:
Cost of revenues	220,419	185,515	639,773	532,625
Selling, general and administrative expenses	72,582	65,033	214,815	191,067
Depreciation and amortization	16,933	13,504	47,987	38,510
Acquisition expenses	3,195	1,891	12,254	3,247
Integration expenses	1,813	790	3,866	3,253
Restructuring costs and plant closure expense	633	216	1,086	2,446
Litigation settlement	460	0	460	937
Loss/ (gain) on sale of assets	323	0	323	(2,955)
Total Costs and Expenses	316,358	266,949	920,564	769,130
Income from Operations	104,566	96,039	308,927	276,769
Other Income (Expense):
Interest income	237	82	484	194
Interest expense	(12,034)	(8,509)	(36,413)	(26,342)
Other expense, net	(577)	333	(1,659)	(1,562)
Total Other Expense	(12,374)	(8,094)	(37,588)	(27,710)
Income Before Income Taxes	92,192	87,945	271,339	249,059
Income Tax Expense	32,448	30,645	99,119	89,359
Net income	59,744	57,300	172,220	159,700
Less: Net Income Attributable to Noncontrolling Interests	497	614	1,757	1,801
Net Income Attributable to Stericycle, Inc.	$ 59,247	$ 56,686	$ 170,463	$ 157,899
Earnings Per Common Share Attributable to Stericycle, Inc. Common Shareholders:
Basic	$ 0.69	$ 0.66	$ 1.99	$ 1.86
Diluted	$ 0.68	$ 0.65	$ 1.95	$ 1.82
Weighted Average Number of Common Shares Outstanding:
Basic	85,564,682	85,295,740	85,654,097	84,986,187
Diluted	87,385,121	87,179,057	87,620,867	86,830,761

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Components of Total Comprehensive Income (Detail) (USD $) In Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2010
Comprehensive Income (Loss) [Line Items]
Net income	$ 59,744	$ 57,300	$ 172,220	$ 159,700	$ 210,457
Other comprehensive income/ (loss):
Currency translation adjustments	(35,634)	17,253	(17,841)	(632)	394
Amounts reclassified into income, net of tax of $162	85	2,312	256	675
Other comprehensive income/ (loss)	(35,549)	19,565	(17,585)	43
Comprehensive income	24,195	76,865	154,635	159,743	208,818
Less: net income attributable to noncontrolling interests	497	614	1,757	1,801
Comprehensive income attributable to Stericycle, Inc.	$ 23,698	$ 76,251	$ 152,878	$ 157,942

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ACQUISITIONS AND DIVESTITURES (Tables)

9 Months Ended

Sep. 30, 2011

Summary of Acquisition Location

The following table summarizes the locations of our acquisitions for the nine months ended September 30, 2011:

Acquisition Locations	2011
United States		16
Argentina		1
Brazil		4
Canada		2
Chile		1
Ireland		1
Japan		2
Portugal		1
Romania		5
Spain		1
United Kingdom		3
Total		37

Aggregate Purchase Price of Acquisitions

The following table summarizes the aggregate purchase price paid for acquisitions and other adjustments of consideration to be paid on acquisitions during the nine months ended September 30, 2011:

In thousands
Cash	$	467,430
Promissory notes		24,733
Deferred consideration		12,731
Contingent consideration		4,383
Total purchase price	$	509,277

Summary of Purchase Price Allocation

The following table summarizes the preliminary purchase price allocation for current period acquisitions and other adjustments to purchase price allocations during the nine months ended September 30, 2011:

In thousands
Fixed assets	$	27,548
Intangibles		169,412
Goodwill		345,780
Net other assets/ (liabilities)		22,226
Debt		(1,168	)
Net deferred tax liabilities		(53,913	)
Noncontrolling interests		(608	)
Total purchase price allocation	$	509,277

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Document and Entity Information	9 Months Ended
	Sep. 30, 2011	Oct. 31, 2011
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Trading Symbol	SRCL
Entity Registrant Name	STERICYCLE INC
Entity Central Index Key	0000861878
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		85,113,990

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Stock Option Activity (Detail) (USD $)	9 Months Ended
	Sep. 30, 2011 Year Entity
Number of Options
Outstanding at beginning of period	6,508,833
Granted	1,036,276
Exercised	(940,323)
Cancelled or expired	(204,373)
Outstanding at end of period	6,400,413
Exercisable at end of period	3,370,240
Vested and expected to vest in the future at end of period	5,867,818
Weighted Average Exercise Price per Share
Outstanding at beginning of period	$ 41.86
Granted	$ 85.33
Exercised	$ 32.35
Cancelled or expired	$ 52.10
Outstanding at end of period	$ 49.97
Exercisable at end of period	$ 40.05
Vested and expected to vest in the future at end of period	$ 48.61
Weighted Average Remaining Contractual Life (in years)
Outstanding at end of period	6.71
Exercisable at end of period	5.51
Vested and expected to vest in the future at end of period	6.55
Aggregate Intrinsic Value
Outstanding at end of period	$ 201,525,724
Exercisable at end of period	137,510,507
Vested and expected to vest in the future at end of period	$ 192,179,037

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STOCK BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2011

Stock-Based Compensation Expense Resulting from Stock Option Awards and ESPP

The following table presents the total stock-based compensation expense resulting from stock option awards and the ESPP included in the condensed consolidated statements of income:

In thousands
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Cost of revenues – stock option plan	$	33	$	55	$	89	$	170
Selling, general and administrative – stock option plan		3,336		3,341		10,122		10,464
Selling, general and administrative – restricted stock units		219		87		593		173
Selling, general and administrative – ESPP		257		217		759		634
Total pre-tax expense	$	3,845	$	3,700	$	11,563	$	11,441

Tax Benefits Related to Stock Compensation

The following table sets forth the tax benefits related to stock compensation:

In thousands
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Tax benefit recognized in income statement	$	291	$	1,486	$	2,468	$	4,547
Excess tax benefit realized		2,065		4,521		16,614		17,951

Assumptions Used in Black-Scholes Model

The assumptions that we used in the Black-Scholes model are as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Expected term (in years)		5.75			5.75			5.75			5.75
Expected volatility		27.70	%		27.62	%		27.41	%		28.39	%
Expected dividend yield		0	%		0	%		0	%		0	%
Risk free interest rate		1.38	%		1.71	%		2.23	%		2.38	%

Weighted Average Grant Date Fair Value of Stock Options Granted

The weighted average grant date fair value of the stock options granted during the three and nine months ended September 30, 2011 and 2010 was as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Weighted average fair value at grant date	$	19.94	$	15.36	$	21.09	$	13.43

Stock Option Activity

Stock option activity for the nine months ended September 30, 2011, was as follows:

	Number of Options			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life			Aggregate Intrinsic Value
							(in years	)
Outstanding at December 31, 2010		6,508,833		$	41.86
Granted		1,036,276			85.33
Exercised		(940,323	)		32.35
Cancelled or expired		(204,373	)		52.10
Outstanding at September 30, 2011		6,400,413		$	49.97		6.71		$	201,525,724
Exercisable at September 30, 2011		3,370,240		$	40.05		5.51		$	137,510,507
Vested and expected to vest in the future at September 30, 2011		5,867,818		$	48.61		6.55		$	192,179,037

Intrinsic Value of Options Exercised

The total exercise intrinsic value represents the total pre-tax value (the difference between the sales price on that trading day in the quarter ended September 30, and the exercise price associated with the respective option).

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Total exercise intrinsic value of options exercised	$	6,387	$	14,485	$	51,876	$	56,318

Restricted Stock Units (RSUs) Activity

Restricted stock units (RSUs) activity for the nine months ended September 30, 2011, was as follows:

	Number of Units			Weighted Average Remaining Contractual Life			Aggregate Intrinsic Value
					(in years	)
Outstanding at December 31, 2010		20,000
Granted		18,488
Forfeited		(3,250	)
Outstanding at September 30, 2011		35,238			1.89		$	2,844,411
Exercisable at September 30, 2011		0			0.00		$	0
Vested and expected to vest in the future at September 30, 2011		28,115			1.86		$	2,269,406

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Weighted Average Grant Date Fair Value of Stock Options Granted (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Share based Compensation Arrangement by Share based Payment Award, Fair Value Assumptions, Method Used [Line Items]
Weighted average fair value at grant date	$ 19.94	$ 15.36	$ 21.09	$ 13.43

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DERIVATIVE INSTRUMENTS

9 Months Ended

Sep. 30, 2011

DERIVATIVE INSTRUMENTS

NOTE 5 – DERIVATIVE INSTRUMENTS

At September 30, 2011, we had no derivative instruments.

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COMMON STOCK (Tables)

9 Months Ended

Sep. 30, 2011

Repurchase of Shares of Common Stock

The following table provides information about our repurchase of shares of our common stock during the nine months ended September 30, 2011 and September 30, 2010:

	Number of Shares Repurchased and Cancelled		Amount Paid for Repurchases (000’s)		Average Price Paid per Share
Three months ended March 31, 2011		0	$	0	$	0
Three months ended June 30, 2011		50,675		4,302		84.90
Three months ended September 30, 2011		962,181		76,899		79.92
Nine months ended September 30, 2011		1,012,856	$	81,201	$	80.17
Three months ended March 31, 2010		207,114	$	11,260	$	54.36
Three months ended June 30, 2011		235,436		13,000		55.22
Three months ended September 30, 2010		308,588		19,329		62.64
Nine months ended September 30, 2010		751,138	$	43,589	$	58.03

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Stock-Based Compensation Expense Resulting from Stock Option Awards and ESPP (Detail) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 3,845	$ 3,700	$ 11,563	$ 11,441
Stock option plan | Cost of revenues
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	33	55	89	170
Stock option plan | Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	3,336	3,341	10,122	10,464
Restricted stock units | Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	219	87	593	173
Employee Stock Purchase Plan (ESPP) | Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 257	$ 217	$ 759	$ 634

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Fair Value Measurements (Detail) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Assets:
Cash and cash equivalents	$ 23,395	$ 79,276
Short-term investments	416	16,248
Total assets	23,811	95,524
Liabilities:
Contingent consideration	7,644	16,450
Total liabilities	7,644	16,450
Level 1 Inputs
Assets:
Cash and cash equivalents	23,395	79,276
Short-term investments	416	16,248
Total assets	23,811	95,524
Liabilities:
Contingent consideration	0	0
Total liabilities	0	0
Level 2 Inputs
Assets:
Cash and cash equivalents	0	0
Short-term investments	0	0
Total assets	0	0
Liabilities:
Contingent consideration	0	0
Total liabilities	0	0
Level 3 Inputs
Assets:
Cash and cash equivalents	0	0
Short-term investments	0	0
Total assets	0	0
Liabilities:
Contingent consideration	7,644	16,450
Total liabilities	$ 7,644	$ 16,450

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INCOME TAXES (Tables)

9 Months Ended

Sep. 30, 2011

Changes in Unrecognized Tax Positions

The following table summarizes the changes in unrecognized tax positions during the nine months ended September 30, 2011:

In thousands
Unrecognized tax positions, January 1, 2011	$	9,132
Gross increases- prior period tax positions		61
Gross increases- current period tax positions		1,972
Settlement		(108	)
Expiration of the Statute of Limitations		(1,209	)
Unrecognized tax positions, September 30, 2011	$	9,848

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COMPREHENSIVE INCOME

9 Months Ended

Sep. 30, 2011

COMPREHENSIVE INCOME

NOTE 10 – COMPREHENSIVE INCOME

The components of total comprehensive income are net income, net income attributable to noncontrolling interests, the change in cumulative currency translation adjustments, and gains and losses on derivative instruments qualifying as cash flow hedges. The following table sets forth the components of total comprehensive income for the three and nine months ended September 30, 2011 and 2010:

In thousands
	Three Months Ended September 30,					Nine Months Ended September 30,
	2011			2010		2011			2010
Net income	$	59,744		$	57,300	$	172,220		$	159,700
Other comprehensive income/ (loss):
Currency translation adjustments		(35,634	)		17,253		(17,841	)		(632	)
Amounts reclassified into income, net of tax		85			2,312		256			675
Other comprehensive income/ (loss)		(35,549	)		19,565		(17,585	)		43
Comprehensive income		24,195			76,865		154,635			159,743
Less: net income attributable to noncontrolling interests		497			614		1,757			1,801
Comprehensive income attributable to Stericycle, Inc.	$	23,698		$	76,251	$	152,878		$	157,942

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BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2011

BASIS OF PRESENTATION

NOTE 1 – BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, the Company believes the disclosures included in the accompanying condensed consolidated financial statements are adequate to make the information presented not misleading. In our opinion, all adjustments necessary for a fair presentation for the periods presented have been reflected and are of a normal recurring nature. These condensed consolidated financial statements should be read in conjunction with the Stericycle, Inc. and Subsidiaries Consolidated Financial Statements and notes thereto for the year ended December 31, 2010, as filed with our Annual Report on Form 10-K for the year ended December 31, 2010. The results of operations for the nine months ended September 30, 2011 are not necessarily indicative of the results that may be achieved for the entire year ending December 31, 2011.

There were no material changes in the Company’s critical accounting policies since the filing of its 2010 Form 10-K. As discussed in the 2010 Form 10-K, 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.

Certain amounts in previously issued financial statements have been reclassified to conform to the current period presentation.

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ACQUISITIONS AND DIVESTITURES - Additional Information (Detail) (USD $)	3 Months Ended				9 Months Ended		3 Months Ended																	3 Months Ended										3 Months Ended
	Sep. 30, 2011 Entity Year	Jun. 30, 2011 Entity	Mar. 31, 2011 Entity	Sep. 30, 2010	Sep. 30, 2011 Year Entity	Sep. 30, 2010	Sep. 30, 2011 Regulated waste management services United States Entity	Jun. 30, 2011 Regulated waste management services United States Entity	Mar. 31, 2011 Regulated waste management services United States Entity	Sep. 30, 2011 Regulated waste management services United Kingdom Entity	Mar. 31, 2011 Regulated waste management services United Kingdom Entity	Sep. 30, 2011 Regulated waste management services Romania Entity	Jun. 30, 2011 Regulated waste management services Romania Entity	Mar. 31, 2011 Regulated waste management services Romania Entity	Mar. 31, 2011 Regulated waste management services Ireland Entity	Mar. 31, 2011 Regulated waste management services Chile Entity	Jun. 30, 2011 Regulated waste management services Argentina Entity	Sep. 30, 2011 Regulated waste management services Canada Entity	Jun. 30, 2011 Regulated waste management services Canada Entity	Sep. 30, 2011 Regulated waste management services Brazil Entity	Jun. 30, 2011 Regulated waste management services Brazil Entity	Jun. 30, 2011 Regulated waste management services Brazil Previous Acquisition	Dec. 31, 2010 Regulated waste management services Brazil Previous Acquisition	Sep. 30, 2011 Regulated waste management services Spain Entity	Sep. 30, 2011 Regulated waste management services Japan Entity	Sep. 30, 2011 Regulated waste management services Portugal Entity	Sep. 30, 2011 Regulated waste management services Mexico	Sep. 30, 2011 Compliance Business United States Entity	Jun. 30, 2011 Compliance Business United States Entity	Sep. 30, 2011 Returns Management Business United States Entity	Sep. 30, 2011 United States	Sep. 30, 2011 Foreign Countries	Sep. 30, 2011 Operating permits	Sep. 30, 2011 Customer relationships Year
Significant Acquisitions and Disposals [Line Items]
Business acquisition, ownership percentage acquired										100.00%	100.00%	100.00%		100.00%		80.00%	100.00%	100.00%	100.00%	82.50%	70.00%	82.50%	70.00%	100.00%	100.00%
Number of acquisitions completed	17	11	9		37		2	5	3	1	2	2	1	2	1	1	1	1	1	3	1			1	2	1		3	1	1
Business acquisition, ownership percentage acquired of subsidiary																								51.00%
Business acquisition, ownership percentage sold																											55.00%
Loss on sale of ownership interest																											$ 300,000
Proceed from sale of ownership interest																											3,300,000
Goodwill	345,780,000				345,780,000																										229,200,000	116,600,000
Tax deductible goodwill amount	29,700,000				29,700,000
Intangibles	169,412,000				169,412,000
Intangibles																																		160,700,000
Finite lived intangible assets useful life, Minimum																																		15
Finite lived intangible assets useful life, Maximum																																		40
Intangible assets not amortizable																																	6,900,000
Acquisition expenses	$ 3,195,000			$ 1,891,000	$ 12,254,000	$ 3,247,000

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STOCK BASED COMPENSATION

9 Months Ended

Sep. 30, 2011

STOCK BASED COMPENSATION

NOTE 7 – STOCK BASED COMPENSATION

At September 30, 2011 we had stock options outstanding under the following plans:

• the 2008 Incentive Stock Plan, which our stockholders approved in May 2008;

• the 2005 Incentive Stock Plan, which our stockholders approved in April 2005;

• the 2000 Nonstatutory Stock Option Plan, which expired in February 2010;

• the 1997 Stock Option Plan, which expired in January 2007;

• the Directors Stock Option Plan, which expired in May 2006;

• the 1995 Incentive Compensation Plan, which expired in July 2005;

• our Employee Stock Purchase Plan (ESPP), which our stockholders approved in May 2001.

The following table presents the total stock-based compensation expense resulting from stock option awards and the ESPP included in the condensed consolidated statements of income:

In thousands
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Cost of revenues – stock option plan	$	33	$	55	$	89	$	170
Selling, general and administrative – stock option plan		3,336		3,341		10,122		10,464
Selling, general and administrative – restricted stock units		219		87		593		173
Selling, general and administrative – ESPP		257		217		759		634
Total pre-tax expense	$	3,845	$	3,700	$	11,563	$	11,441

As of September 30, 2011, there was $29.0 million of total unrecognized compensation expense, related to non-vested stock options, which is expected to be recognized over a weighted-average period of 1.70 years.

The following table sets forth the tax benefits related to stock compensation:

In thousands
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Tax benefit recognized in income statement	$	291	$	1,486	$	2,468	$	4,547
Excess tax benefit realized		2,065		4,521		16,614		17,951

The Black-Scholes option-pricing model is used in determining the fair value of each option grant using the assumptions noted in the table below. The expected term of options granted is based on historical experience and represents the period of time that awards granted are expected to be outstanding. Expected volatility is based upon historical volatility of the Company’s stock. The expected dividend yield is zero. The risk-free interest rate is based upon the U.S. Treasury yield rates of a comparable period.

The assumptions that we used in the Black-Scholes model are as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Expected term (in years)		5.75			5.75			5.75			5.75
Expected volatility		27.70	%		27.62	%		27.41	%		28.39	%
Expected dividend yield		0	%		0	%		0	%		0	%
Risk free interest rate		1.38	%		1.71	%		2.23	%		2.38	%

The weighted average grant date fair value of the stock options granted during the three and nine months ended September 30, 2011 and 2010 was as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Weighted average fair value at grant date	$	19.94	$	15.36	$	21.09	$	13.43

Stock option activity for the nine months ended September 30, 2011, was as follows:

	Number of Options			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life			Aggregate Intrinsic Value
							(in years	)
Outstanding at December 31, 2010		6,508,833		$	41.86
Granted		1,036,276			85.33
Exercised		(940,323	)		32.35
Cancelled or expired		(204,373	)		52.10
Outstanding at September 30, 2011		6,400,413		$	49.97		6.71		$	201,525,724
Exercisable at September 30, 2011		3,370,240		$	40.05		5.51		$	137,510,507
Vested and expected to vest in the future at September 30, 2011		5,867,818		$	48.61		6.55		$	192,179,037

The total exercise intrinsic value represents the total pre-tax value (the difference between the sales price on that trading day in the quarter ended September 30, and the exercise price associated with the respective option).

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Total exercise intrinsic value of options exercised	$	6,387	$	14,485	$	51,876	$	56,318

Restricted stock units (RSUs) activity for the nine months ended September 30, 2011, was as follows:

	Number of Units			Weighted Average Remaining Contractual Life			Aggregate Intrinsic Value
					(in years	)
Outstanding at December 31, 2010		20,000
Granted		18,488
Forfeited		(3,250	)
Outstanding at September 30, 2011		35,238			1.89		$	2,844,411
Exercisable at September 30, 2011		0			0.00		$	0
Vested and expected to vest in the future at September 30, 2011		28,115			1.86		$	2,269,406

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DEBT

9 Months Ended

Sep. 30, 2011

DEBT

NOTE 12 – DEBT

Long-term debt consisted of the following:

In thousands
	September 30, 2011		December 31, 2010
Obligations under capital leases	$	5,040	$	6,330
$1 billion revolver weighted average rate 1.8%, due in 2016, variable rate debt at Libor +1.025 bps and base rate + 0.025%		527,790		175,407
$215 million term loan		0		80,969
$100 million Private Placement notes 5.64%, due in 2015		100,000		100,000
$175 million Private Placement notes 3.89%, due in 2017		175,000		175,000
$225 million Private Placement notes 4.47%, due in 2020		225,000		225,000
Acquisition notes weighted average rate of 3.0% and weighted average maturity of 4.8 years		249,683		251,489
Foreign bank debt weighted average rate 6.1% and weighted average maturity of 2.2 years		117,264		91,433
		1,399,777		1,105,628
Less: current portion		95,149		91,406
Total	$	1,304,628	$	1,014,222

Our $1.0 billion senior credit facility maturing in September 2016, our $100.0 million private placement notes maturing April 2015, our $175.0 million private placement notes maturing in October 2017, and our $225.0 million private placement notes maturing in October 2020, 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, the term loan credit agreement and the private placement notes. At September 30, 2011, we were in compliance with all of our financial debt covenants.

During the quarter ended June 30, 2011, we repaid the outstanding principal of $76.9 million on our term loan debt. This debt had an original maturity date of June 2012 and was repaid early to take advantage of lower interest rates offered through our senior revolving facility. As a result of the early retirement, we incurred $1.2 million in unamortized term loan fees that was recognized as interest expense in the quarter ended June 30, 2011.

On September 21, 2011, we and certain of our subsidiaries entered into an 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., as syndication agent, and HSBC Bank USA, National Association, Lloyds Securities, Inc. and Union Bank, N.A., as co-documentation agents. The new credit agreement amended and restated our prior credit agreement dated as of August 24, 2007, as amended. The new credit agreement increases our unsecured revolving credit facility from $850.0 million to $1.0 billion and extends the maturity date of our borrowings from August 24, 2012 to September 21, 2016. We paid $3.7 million in financing fees which will be amortized to interest expense over the life of the loan agreement.

As of September 30, 2011 and December 31, 2010, we had $159.3 million and $184.0 million, respectively, committed to outstanding letters of credit under our senior credit facility. The unused portion of the revolving credit facility as of September 30, 2011 and December 31, 2010 was $312.9 million and $490.6 million, respectively.

Guarantees

We have guaranteed a loan to JPMorganChase Bank N.A. on behalf of Shiraishi-Sogyo Co. Ltd (“Shiraishi”). Shiraishi is a customer in Japan that is expanding its medical waste management business and has a one year loan with a current balance of $6.4 million with JPMorganChase Bank N.A. that matures on May 2012. We also have extended notes receivable to Shiraishi for approximately $15.2 million in support of its medical waste business. These amounts are collateralized with the assets of Shiraishi and related companies.

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COMMON STOCK

9 Months Ended

Sep. 30, 2011

COMMON STOCK

NOTE 8 – COMMON STOCK

The following table provides information about our repurchase of shares of our common stock during the nine months ended September 30, 2011 and September 30, 2010:

	Number of Shares Repurchased and Cancelled		Amount Paid for Repurchases (000’s)		Average Price Paid per Share
Three months ended March 31, 2011		0	$	0	$	0
Three months ended June 30, 2011		50,675		4,302		84.90
Three months ended September 30, 2011		962,181		76,899		79.92
Nine months ended September 30, 2011		1,012,856	$	81,201	$	80.17
Three months ended March 31, 2010		207,114	$	11,260	$	54.36
Three months ended June 30, 2011		235,436		13,000		55.22
Three months ended September 30, 2010		308,588		19,329		62.64
Nine months ended September 30, 2010		751,138	$	43,589	$	58.03

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GEOGRAPHIC INFORMATION (Tables)

9 Months Ended

Sep. 30, 2011

Detailed Information for Reporting Segment

Detailed information for our United States reporting segment is as follows:

In thousands
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Regulated waste management services	$	278,748	$	241,724	$	807,383	$	707,389
Regulated returns and recall management services		25,106		31,895		87,814		83,598
Total revenue		303,854		273,619		895,197		790,987
Net interest expense		9,333		7,033		29,866		22,053
Income before income taxes		78,761		73,229		224,049		207,590
Income taxes		27,820		26,494		83,913		76,243
Net income attributable to Stericycle, Inc.	$	50,941	$	46,735	$	140,136	$	131,347
Depreciation and amortization	$	10,375	$	9,009	$	30,007	$	26,395

Detailed information for our Foreign Countries reporting segment is as follows:

In thousands
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Regulated waste management services	$	117,070	$	89,369	$	334,294	$	254,912
Net interest expense		2,464		1,394		6,063		4,095
Income before income taxes		13,431		14,716		47,290		41,469
Income taxes		4,628		4,151		15,206		13,116
Net income		8,803		10,565		32,084		28,353
Less: net income attributable to noncontrolling interests		497		614		1,757		1,801
Net income attributable to Stericycle, Inc.	$	8,306	$	9,951	$	30,327	$	26,552
Depreciation and amortization	$	6,558	$	4,495	$	17,980	$	12,115

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INCOME TAXES

9 Months Ended

Sep. 30, 2011

INCOME TAXES

NOTE 6 – INCOME TAXES

We and our subsidiaries file U.S. federal income tax returns and income tax returns in various states and foreign jurisdictions. With a few exceptions, we are no longer subject to U.S. federal, state, local, or non-U.S. income tax examinations by tax authorities for years before 2005.

The Company has recorded accruals to cover uncertain tax positions taken on previously filed tax returns. Such liabilities relate to additional taxes, interest and penalties the Company may be required to pay in various tax jurisdictions. During the course of examinations by various taxing authorities, proposed adjustments may be asserted. The Company evaluates such items on a case-by-case basis and adjusts the accrual for uncertain tax positions.

The total amount of unrecognized tax positions as of September 30, 2011 is $9.8 million, which includes interest and penalties and is reflected as a liability on the balance sheet. The amount of unrecognized tax positions that, if recognized, would affect the effective tax rate is approximately $9.8 million. We recognize interest and penalties accrued related to income tax reserves in income tax expense. This method of accounting is consistent with prior years.

The following table summarizes the changes in unrecognized tax positions during the nine months ended September 30, 2011:

In thousands
Unrecognized tax positions, January 1, 2011	$	9,132
Gross increases- prior period tax positions		61
Gross increases- current period tax positions		1,972
Settlement		(108	)
Expiration of the Statute of Limitations		(1,209	)
Unrecognized tax positions, September 30, 2011	$	9,848

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Computation of Basic and Diluted Net Income Per Share (Detail) (USD $) In Thousands, except Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Numerator for basic earnings per share
Net income attributable to Stericycle, Inc.	$ 59,247	$ 56,686	$ 170,463	$ 157,899
Denominator:
Denominator for basic earnings per share weighted average shares	85,564,682	85,295,740	85,654,097	84,986,187
Effect of diluted securities:
Employee stock options	1,820,439	1,883,317	1,966,770	1,844,574
Denominator for diluted earnings per share-adjusted weighted average shares and after assumed conversions	87,385,121	87,179,057	87,620,867	86,830,761
Earnings per share - Basic	$ 0.69	$ 0.66	$ 1.99	$ 1.86
Earnings per share - Diluted	$ 0.68	$ 0.65	$ 1.95	$ 1.82

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $) In Thousands, except Share data	Total	Common Stock	Additional Paid-In Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest
Beginning Balance at Dec. 31, 2009	$ 857,173	$ 847	$ 47,522	$ 809,618	$ (12,292)	$ 11,478
Beginning Balance (in shares) at Dec. 31, 2009		84,715,000
Net income	210,457			207,879		2,578
Currency translation adjustment	394				(2,544)	2,938
Change in fair value of cash flow hedge, net of tax of $1,353	(2,033)				(2,033)
Comprehensive income	208,818
Issuance of common stock for exercise of options and employee stock purchases (in shares)		1,988,000
Issuance of common stock for exercise of options and employee stock purchases	50,511	20	50,491
Purchase/ cancellation of treasury stock (in Shares)		(1,461,000)
Purchase/ cancellation of treasury stock	(94,335)	(15)	(94,320)
Stock compensation expense	18,565		18,565
Excess tax benefit of stock options exercised	24,687		24,687
Change in noncontrolling interest	14,931					14,931
Ending Balance at Dec. 31, 2010	1,080,350	852	46,945	1,017,497	(16,869)	31,925
Ending Balance (in shares) at Dec. 31, 2010	85,242,387	85,242,000
Net income	172,220			170,463		1,757
Currency translation adjustment	(17,841)				(16,257)	(1,584)
Amounts reclassified into income, net of tax of $162	256				256
Comprehensive income	154,635
Issuance of common stock for exercise of options and employee stock purchases (in shares)		967,000
Issuance of common stock for exercise of options and employee stock purchases	33,821	10	33,811
Purchase/ cancellation of treasury stock (in Shares)	(1,012,856)	(1,013,000)
Purchase/ cancellation of treasury stock	(81,201)	(10)	(81,191)
Stock compensation expense	11,563		11,563
Excess tax benefit of stock options exercised	16,614		16,614
Change in noncontrolling interest	(4,057)		(1,021)			(3,036)
Ending Balance at Sep. 30, 2011	$ 1,211,725	$ 852	$ 26,721	$ 1,187,960	$ (32,870)	$ 29,062
Ending Balance (in shares) at Sep. 30, 2011	85,196,102	85,196,000

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ACQUISITIONS AND DIVESTITURES

9 Months Ended

Sep. 30, 2011

ACQUISITIONS AND DIVESTITURES

NOTE 2 – ACQUISITIONS AND DIVESTITURES

The following table summarizes the locations of our acquisitions for the nine months ended September 30, 2011:

Acquisition Locations	2011
United States		16
Argentina		1
Brazil		4
Canada		2
Chile		1
Ireland		1
Japan		2
Portugal		1
Romania		5
Spain		1
United Kingdom		3
Total		37

During the quarter ended March 31, 2011, we completed nine acquisitions. Domestically, we acquired selected assets of three regulated waste businesses. Internationally, we acquired 100% of the stock of two regulated waste businesses in the UK and two regulated waste businesses in Romania, selected assets of a regulated waste business in Ireland, and 80% of the stock of a regulated waste business in Chile.

During the quarter ended June 30, 2011, we completed 11 acquisitions. Domestically, we completed our stock acquisition of Healthcare Waste Solutions, Inc., a Delaware corporation (“HWS”). We also acquired selected assets of five regulated waste businesses and all of the assets of a compliance business. Internationally, we acquired 100% of the stock of regulated waste businesses in Argentina and Canada, 70% of the stock of a regulated waste business in Brazil, and selected assets of a regulated waste business in Romania. We also increased our majority share in a previous acquisition in Brazil from 70% to 82.5%.

During the quarter ended September 30, 2011, we completed 17 acquisitions. Domestically, we acquired selected assets of two regulated waste businesses, three compliance businesses, and one returns management business. Internationally, we acquired 100% of the stock of a regulated waste business in Canada, UK, and Spain. Our Spanish company includes a 51% ownership in a small subsidiary. In Brazil we acquired 82.5% of the stock of three regulated waste businesses. In Romania we acquired 100% of the stock of one regulated waste business and selected assets of another. In Japan we acquired 100% of the stock of one regulated waste business and selected assets of another. In Portugal we acquired selected assets of one regulated waste business. In Mexico we sold our 55% majority ownership of a regulated waste business for approximately $3.3 million which resulted in a loss of $0.3 million.

The following table summarizes the aggregate purchase price paid for acquisitions and other adjustments of consideration to be paid on acquisitions during the nine months ended September 30, 2011:

In thousands
Cash	$	467,430
Promissory notes		24,733
Deferred consideration		12,731
Contingent consideration		4,383
Total purchase price	$	509,277

During the nine months ended September 30, 2011, we recognized a net increase to goodwill of $345.8 million of which $229.2 million was assigned to our United States reporting segment and $116.6 million to our Foreign Countries reporting segment. Approximately $29.7 million of the goodwill recognized during the nine months ended September 30, 2011 will be deductible for income taxes.

During the nine months ended September 30, 2011, we recognized $169.4 million in intangible assets of which $160.7 million represents the estimated fair value of acquired customer relationships with amortizable lives of 15-40 years, and $6.9 in permits with indefinite lives. The allocation of the acquisition price paid is preliminary pending completion of certain intangible asset valuations and completion accounts.

The following table summarizes the preliminary purchase price allocation for current period acquisitions and other adjustments to purchase price allocations during the nine months ended September 30, 2011:

In thousands
Fixed assets	$	27,548
Intangibles		169,412
Goodwill		345,780
Net other assets/ (liabilities)		22,226
Debt		(1,168	)
Net deferred tax liabilities		(53,913	)
Noncontrolling interests		(608	)
Total purchase price allocation	$	509,277

For financial reporting purposes, our 2011 and 2010 acquisitions were accounted for using the acquisition method of accounting. These acquisitions resulted in recognition of goodwill in our financial statements reflecting the premium paid to acquire businesses that we believe are complementary to our existing operations and fit our strategy. During the nine months ended September 30, 2011 and 2010, the Company incurred $12.3 million and $3.2 million, respectively, of acquisition related expenses. These expenses are identified on our Condensed Consolidated Statements of Income as “acquisition expenses”. The purchase prices in excess of acquired tangible assets for these acquisitions have been primarily allocated to goodwill and other intangibles and are preliminary pending completion of certain intangible asset valuations.

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Changes to Contingent Consideration (Detail) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011
Business Acquisition, Contingent Consideration [Line Items]
Contingent consideration Beginning Balance	$ 16,450
Increases due to acquisitions	4,383
Decreases due to payments	(10,172)
Changes due to currency fluctuations	(877)
Change in fair value reflected in income statement	(2,140)
Contingent consideration Ending Balance	$ 7,644

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DEBT (Tables)

9 Months Ended

Sep. 30, 2011

Long-Term Debt

Long-term debt consisted of the following:

In thousands
	September 30, 2011		December 31, 2010
Obligations under capital leases	$	5,040	$	6,330
$1 billion revolver weighted average rate 1.8%, due in 2016, variable rate debt at Libor +1.025 bps and base rate + 0.025%		527,790		175,407
$215 million term loan		0		80,969
$100 million Private Placement notes 5.64%, due in 2015		100,000		100,000
$175 million Private Placement notes 3.89%, due in 2017		175,000		175,000
$225 million Private Placement notes 4.47%, due in 2020		225,000		225,000
Acquisition notes weighted average rate of 3.0% and weighted average maturity of 4.8 years		249,683		251,489
Foreign bank debt weighted average rate 6.1% and weighted average maturity of 2.2 years		117,264		91,433
		1,399,777		1,105,628
Less: current portion		95,149		91,406
Total	$	1,304,628	$	1,014,222

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Long-Term Debt (Detail) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Debt Instrument [Line Items]
Long-term debt	$ 1,399,777	$ 1,105,628
Less: current portion	95,149	91,406
Total	1,304,628	1,014,222
Senior credit facility due September 2016
Debt Instrument [Line Items]
Long-term debt	527,790	175,407
Term loan
Debt Instrument [Line Items]
Long-term debt	0	80,969
Private Placement notes 5.64 percent, due In 2015
Debt Instrument [Line Items]
Long-term debt	100,000	100,000
Private Placement notes 3.89 percent, due in 2017
Debt Instrument [Line Items]
Long-term debt	175,000	175,000
Private Placement notes 4.47 percent, due in 2020
Debt Instrument [Line Items]
Long-term debt	225,000	225,000
Acquisition notes weighted average rate of 3.0% and weighted average maturity of 4.8 years
Debt Instrument [Line Items]
Long-term debt	249,683	251,489
Foreign bank debt weighted average rate 6.1% and weighted average maturity of 2.2 years
Debt Instrument [Line Items]
Long-term debt	117,264	91,433
Obligations under capital leases
Debt Instrument [Line Items]
Long-term debt	$ 5,040	$ 6,330

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DEBT - Additional Information (Detail) (USD $) In Millions	9 Months Ended									3 Months Ended		6 Months Ended
	Sep. 30, 2011	Sep. 30, 2011 Senior credit facility due September 2016	Dec. 31, 2010 Senior credit facility due September 2016	Sep. 30, 2011 Private Placement notes 5.64 percent, due In 2015	Dec. 31, 2010 Private Placement notes 5.64 percent, due In 2015	Sep. 30, 2011 Private Placement notes 3.89 percent, due in 2017	Dec. 31, 2010 Private Placement notes 3.89 percent, due in 2017	Sep. 30, 2011 Private Placement notes 4.47 percent, due in 2020	Dec. 31, 2010 Private Placement notes 4.47 percent, due in 2020	Jun. 30, 2011 Term loan	Dec. 31, 2010 Term loan	Jun. 30, 2011 Senior credit facility due August 2012	Sep. 30, 2011 Guarantee
Debt Instrument [Line Items]
Long-term debt, borrowing capacity		$ 1,000	$ 1,000									$ 850
Debt, maturity date		Sep. 21, 2016										Aug. 24, 2012
Long-term debt, face amount				100.0	100.0	175.0	175.0	225.0	225.0		215.0
Debt maturity period				2015-04		2017-10		2020-10					2012-05
Repayment of outstanding principal										76.9
Unamortized term loan fee recognized										1.2
Financing fees paid	3.7
Senior letters of credit facility, committed to outstanding letters of credit		159.3	184.0
Senior letters of credit facility, unused portion		312.9	490.6
Bank loan guaranteed on behalf of Shiraishi	6.4
Notes Receivable extended to Shiraishi	$ 15.2

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Repurchase of Shares of Common Stock (Detail) (USD $) In Thousands, except Share data	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Sep. 30, 2010	Jun. 30, 2010	Mar. 31, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2010
Class of Stock [Line Items]
Number of Shares Repurchased and Cancelled	962,181	50,675	0	308,588	235,436	207,114	1,012,856	751,138
Amount Paid for Repurchases	$ 76,899	$ 4,302	$ 0	$ 19,329	$ 13,000	$ 11,260	$ 81,201	$ 43,589	$ 94,335
Average Price Paid per Share	$ 79.92	$ 84.90	$ 0.00	$ 62.64	$ 55.22	$ 54.36	$ 80.17	$ 58.03

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NEW ACCOUNTING STANDARDS

9 Months Ended

Sep. 30, 2011

NEW ACCOUNTING STANDARDS

NOTE 3 – NEW ACCOUNTING STANDARDS

Accounting Standards Recently Adopted

Revenue Recognition

On January 1, 2011, Stericycle adopted changes issued by the Financial Accounting Standards Board (“FASB”) to guidance on revenue recognition for arrangements with multiple deliverables. This update allows companies to allocate consideration received for qualified separate deliverables using estimated selling price for both delivered and undelivered items when vendor-specific objective evidence or third-party evidence is unavailable. Additional disclosures discussing the nature of multiple element arrangements, the types of deliverables under the arrangements, the general timing of their delivery, and significant factors and estimates used to determine estimated selling prices are required. This new guidance did not have a material impact to our financial statements.

Accounting Standards Issued But Not Yet Adopted

Other Comprehensive Income

In June 2011, the FASB issued changes to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. These changes become effective for Stericycle on January 1, 2012. Other than the change in presentation, these changes will not have an impact on our financial statements.

Goodwill Impairment Testing

In September 2011, the FASB issued changes to the testing for impairment of goodwill. Previous guidance under Topic 350 required an entity to test goodwill for impairment, on at least an annual basis, by comparing the fair value of a reporting unit with its carrying amount, including goodwill (step one). If the fair value of a reporting unit is less than its carrying amount, then the second step of the test must be performed to measure the amount of the impairment loss, if any. Under the amendments, an entity is not required to calculate the fair value of a reporting unit unless the entity determines, using qualitative assessment, that it is more likely than not (greater than 50%) that its fair value is less than its carrying amount. These changes become effective for Stericycle on January 1, 2012, although early adoption is permitted. As these changes should not affect the outcome of the impairment analysis of a reporting unit, management has determined these changes will not have an impact on our financial statements.

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Changes in Unrecognized Tax Positions (Detail) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011
Income Taxes [Line Items]
Unrecognized tax positions, beginning balance	$ 9,132
Gross increases- prior period tax positions	61
Gross increases- current period tax positions	1,972
Settlement	(108)
Expiration of the Statute of Limitations	(1,209)
Unrecognized tax positions, Ending Balance	$ 9,848

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NET INCOME PER COMMON SHARE (Tables)

9 Months Ended

Sep. 30, 2011

Basic and Diluted Net Income Per Share

The following table sets forth the computation of basic and diluted net income per share:

In thousands, except share and per share data
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Numerator:
Numerator for basic earnings per share
Net income attributable to Stericycle, Inc.	$	59,247	$	56,686	$	170,463	$	157,899
Denominator:
Denominator for basic earnings per share weighted average shares		85,564,682		85,295,740		85,654,097		84,986,187
Effect of diluted securities:
Employee stock options		1,820,439		1,883,317		1,966,770		1,844,574
Denominator for diluted earnings per share-adjusted weighted average shares and after assumed conversions		87,385,121		87,179,057		87,620,867		86,830,761
Earnings per share – Basic	$	0.69	$	0.66	$	1.99	$	1.86
Earnings per share – Diluted	$	0.68	$	0.65	$	1.95	$	1.82

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RESTRUCTURING CHARGES - Additional Information (Detail) (USD $)	3 Months Ended		9 Months Ended				9 Months Ended	3 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2010	Dec. 31, 2009	Sep. 30, 2011 Regulated returns and recall management services	Sep. 30, 2011 Reorganization of International Management Group Structure	Jun. 30, 2011 Reorganization of International Management Group Structure	Mar. 31, 2011 Reorganization of International Management Group Structure	Sep. 30, 2011 Lower Limit	Sep. 30, 2011 Maximum
Significant Acquisitions and Disposals [Line Items]
Restructuring cost	$ 633,000	$ 216,000	$ 1,086,000	$ 2,446,000			$ 100,000	$ 600,000	$ 300,000	$ 300,000
Accrual balance related to the restructuring	870,000		870,000		2,052,000	672,000
Additional restructuring expense, expected											$ 1,200,000	$ 1,500,000

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RESTRUCTURING CHARGES (Tables)

9 Months Ended

Sep. 30, 2011

Pre-Tax Charges and Changes in Restructuring Reserves

The following tables below highlight the pre-tax charges and changes in the reserves for the nine months ended September 30, 2011 and for the year ended December 31, 2010. All charges related to these costs are reflected on our Consolidated Statements of Income within “Restructuring costs” for both costs of revenue and selling, general, and administrative expenses.

In thousands
	Beginning Reserve at 01/01/11		Charges for the Nine Months Ended 9/30/11		Cash Paid			Ending Reserve at 9/30/11
Employee severance	$	1,835	$	397	$	(1,902	)	$	330
Other costs		217		689		(366	)		540
Total	$	2,052	$	1,086	$	(2,268	)	$	870

In thousands
	Beginning Reserve at 01/01/10		Charges for the Year Ended 12/31/10		Cash Paid			Ending Reserve at 12/31/10
Employee severance	$	666	$	3,100	$	(1,931	)	$	1,835
Other costs		6		1,080		(869	)		217
Non-cash items
Employee severance		0		3,266		0			0
Other costs		0		925		0			0
Total	$	672	$	8,371	$	(2,800	)	$	2,052

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INCOME TAXES - Additional Information (Detail) (USD $)	Sep. 30, 2011	Dec. 31, 2010
Income Taxes [Line Items]
Unrecognized tax positions	$ 9,848,000	$ 9,132,000
Unrecognized tax positions, that would affect effective tax rate, if recognized	$ 9,800,000

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GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2011

Changes in Carrying Amount of Goodwill

We have two geographical reporting segments, “United States” and “Foreign Countries”, both of which have goodwill. The changes in the carrying amount of goodwill since December 31, 2010 were as follows by reporting segment:

In thousands
	United States			Foreign Countries			Total
Balance as of December 31, 2009	$	1,153,149		$	240,942		$	1,394,091
Goodwill acquired during year		128,954			74,049			203,003
Sale of assets		(2,345	)		0			(2,345	)
Changes due to currency fluctuation		0			1,015			1,015
Balance as of December 31, 2010	$	1,279,758		$	316,006		$	1,595,764
Goodwill on 2011 acquisitions		229,994			124,361			354,355
Changes in goodwill on 2010 acquisitions		(803	)		(7,772	)		(8,575	)
Sale of assets		0			(2,887	)		(2,887	)
Changes due to currency fluctuation		0			(13,668	)		(13,668	)
Balance as of September 30, 2011	$	1,508,949		$	416,040		$	1,924,989

Values of Intangible Assets

As of September 30, 2011 and December 31, 2010, the values of the intangible assets were as follows:

In thousands
	September 30, 2011						December 31, 2010
	Gross Carrying Amount		Accumulated Amortization		Net Value		Gross Carrying Amount		Accumulated Amortization		Net Value
Amortizable intangibles:
Covenants not-to-compete	$	10,770	$	3,988	$	6,782	$	10,402	$	2,952	$	7,450
Customer relationships		455,750		32,546		423,204		304,175		23,177		280,998
Tradenames		2,556		360		2,196		1,200		253		947
License agreements		720		288		432		766		211		555
Other		1,699		1,699		0		1,801		1,801		0
Indefinite lived intangibles:
Operating permits		91,613		—		91,613		85,224		—		85,224
Total	$	563,108	$	38,881	$	524,227	$	403,568	$	28,394	$	375,174

Estimated Amortization Expense

The estimated amortization expense for each of the next five years, assuming no additional amortizable intangible assets, is as follows for the years ended December 31:

In thousands
2011	$	15,386
2012		18,205
2013		17,993
2014		17,817
2015		17,525

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GOODWILL AND OTHER INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2011

GOODWILL AND OTHER INTANGIBLE ASSETS

NOTE 11 – GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill and identifiable indefinite lived intangible assets are not amortized, but are subject to an annual impairment test. Other intangible assets are amortized over their useful lives. We have determined that our customer relationships have useful lives from 15 to 40 years based upon the type of customer, with a weighted average remaining useful life of 39.1 years. We have covenants not-to-compete intangibles with useful lives from two to ten years, with a weighted average remaining useful life of 5.7 years. We have tradename intangibles with useful lives from 20 to 40 years, with a weighted average remaining useful life of 19.6 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 have two geographical reporting segments, “United States” and “Foreign Countries”, both of which have goodwill. The changes in the carrying amount of goodwill since December 31, 2010 were as follows by reporting segment:

In thousands
	United States			Foreign Countries			Total
Balance as of December 31, 2009	$	1,153,149		$	240,942		$	1,394,091
Goodwill acquired during year		128,954			74,049			203,003
Sale of assets		(2,345	)		0			(2,345	)
Changes due to currency fluctuation		0			1,015			1,015
Balance as of December 31, 2010	$	1,279,758		$	316,006		$	1,595,764
Goodwill on 2011 acquisitions		229,994			124,361			354,355
Changes in goodwill on 2010 acquisitions		(803	)		(7,772	)		(8,575	)
Sale of assets		0			(2,887	)		(2,887	)
Changes due to currency fluctuation		0			(13,668	)		(13,668	)
Balance as of September 30, 2011	$	1,508,949		$	416,040		$	1,924,989

The changes to goodwill for 2010 acquisitions are primarily due to the finalization of intangible valuations and allocation of goodwill to the business in Mexico sold during the third quarter.

As of September 30, 2011 and December 31, 2010, the values of the intangible assets were as follows:

In thousands
	September 30, 2011						December 31, 2010
	Gross Carrying Amount		Accumulated Amortization		Net Value		Gross Carrying Amount		Accumulated Amortization		Net Value
Amortizable intangibles:
Covenants not-to-compete	$	10,770	$	3,988	$	6,782	$	10,402	$	2,952	$	7,450
Customer relationships		455,750		32,546		423,204		304,175		23,177		280,998
Tradenames		2,556		360		2,196		1,200		253		947
License agreements		720		288		432		766		211		555
Other		1,699		1,699		0		1,801		1,801		0
Indefinite lived intangibles:
Operating permits		91,613		—		91,613		85,224		—		85,224
Total	$	563,108	$	38,881	$	524,227	$	403,568	$	28,394	$	375,174

During the quarters ended September 30, 2011 and 2010, the aggregate amortization expense was $4.2 million and $2.5 million, respectively. For the nine months ended September 30, 2011 and 2010, the aggregate amortization expense was $11.1 million and $6.7 million, respectively.

The estimated amortization expense for each of the next five years, assuming no additional amortizable intangible assets, is as follows for the years ended December 31:

In thousands
2011	$	15,386
2012		18,205
2013		17,993
2014		17,817
2015		17,525

Future amortization expense may fluctuate depending on changes in foreign currency rates, future acquisitions, or changes to the estimated amortizable life of the intangibles. The estimates for amortization expense noted above are based upon foreign exchange rates as of September 30, 2011.

During the quarter ended June 30, 2011, we performed our annual goodwill impairment evaluation for our three reporting units, Domestic Regulated Waste, Domestic Regulated Returns and Recall Management Services, and Foreign Countries. We performed two impairment tests, one using a market approach and the other using an income approach. Both the market and income approaches indicated no impairment to goodwill to any of our three reporting units.

Market Approach: Our market approach begins by calculating the market capitalization of the Company using the average stock price for the prior 30 days and the outstanding share count at June 30, 2011. 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 a gain on sale of divested assets, for the prior twelve months. The calculated market capitalization is divided by the modified 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 month modified EBITDA of that reporting unit. The fair value was 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.

The results of our goodwill impairment test using the market approach indicated the fair value of our reporting units exceeded book value by a substantial amount, in excess of 100% of book value.

Income Approach: The income approach uses expected future cash flows of each reporting unit and discounts those cash flows to a 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 risk size premium and foreign country premium. Significant assumptions used in the income approach include realization of future cash flows and the discount rate used to present value those cash flows.

The results of our goodwill impairment test using the income approach indicated the fair value of our reporting units exceeded book value by a substantial amount; in excess of 100%.

We complete our annual impairment analysis of our indefinite lived intangibles (facility permits) during the quarter ended December 31 of each year.

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Values of Intangible Assets (Detail) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	$ 563,108	$ 403,568
Accumulated Amortization	38,881	28,394
Net Value	524,227	375,174
Customer relationships | Amortizable intangibles
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	455,750	304,175
Accumulated Amortization	32,546	23,177
Net Value	423,204	280,998
Covenants not-to-compete | Amortizable intangibles
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	10,770	10,402
Accumulated Amortization	3,988	2,952
Net Value	6,782	7,450
Tradenames | Amortizable intangibles
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	2,556	1,200
Accumulated Amortization	360	253
Net Value	2,196	947
Amortizable intangibles | License agreements
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	720	766
Accumulated Amortization	288	211
Net Value	432	555
Amortizable intangibles | Other
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	1,699	1,801
Accumulated Amortization	1,699	1,801
Net Value	0	0
Operating permits | Indefinite lived intangibles
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	$ 91,613	$ 85,224

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Detailed Information for Reporting Segment (Detail) (USD $) In Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010	Dec. 31, 2010
Segment Reporting Information [Line Items]
Revenues	$ 420,924	$ 362,988	$ 1,229,491	$ 1,045,899
Income before income taxes	92,192	87,945	271,339	249,059
Income taxes	32,448	30,645	99,119	89,359
Net income	59,744	57,300	172,220	159,700	210,457
Less: Net Income Attributable to Noncontrolling Interests	497	614	1,757	1,801
Net Income Attributable to Stericycle, Inc.	59,247	56,686	170,463	157,899
Depreciation and amortization	16,933	13,504	47,987	38,510
Regulated waste management services | United States
Segment Reporting Information [Line Items]
Revenues	278,748	241,724	807,383	707,389
United States
Segment Reporting Information [Line Items]
Revenues	303,854	273,619	895,197	790,987
Net interest expense	9,333	7,033	29,866	22,053
Income before income taxes	78,761	73,229	224,049	207,590
Income taxes	27,820	26,494	83,913	76,243
Net Income Attributable to Stericycle, Inc.	50,941	46,735	140,136	131,347
Depreciation and amortization	10,375	9,009	30,007	26,395
United States | Regulated returns and recall management services
Segment Reporting Information [Line Items]
Revenues	25,106	31,895	87,814	83,598
Regulated waste management services | Foreign Countries
Segment Reporting Information [Line Items]
Revenues	117,070	89,369	334,294	254,912
Foreign Countries
Segment Reporting Information [Line Items]
Net interest expense	2,464	1,394	6,063	4,095
Income before income taxes	13,431	14,716	47,290	41,469
Income taxes	4,628	4,151	15,206	13,116
Net income	8,803	10,565	32,084	28,353
Less: Net Income Attributable to Noncontrolling Interests	497	614	1,757	1,801
Net Income Attributable to Stericycle, Inc.	8,306	9,951	30,327	26,552
Depreciation and amortization	$ 6,558	$ 4,495	$ 17,980	$ 12,115

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2011

FAIR VALUE MEASUREMENTS

NOTE 4 – FAIR VALUE MEASUREMENTS

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

In thousands
			Fair Value Measurements Using
	Total as of September 30, 2011		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
Assets:
Cash and cash equivalents	$	23,395	$	23,395	$	0	$	0
Short-term investments		416		416		0		0
Total assets	$	23,811	$	23,811	$	0	$	0
Liabilities:
Contingent consideration	$	7,644	$	0	$	0	$	7,644
Total liabilities	$	7,644	$	0	$	0	$	7,644
In thousands
			Fair Value Measurements Using
	Total as of December 31, 2010		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
Assets:
Cash and cash equivalents	$	79,276	$	79,276	$	0	$	0
Short-term investments		16,248		16,248		0		0
Total assets	$	95,524	$	95,524	$	0	$	0
Liabilities:
Contingent consideration	$	16,450	$	0	$	0	$	16,450
Total liabilities	$	16,450	$	0	$	0	$	16,450

Level 1: At September 30, 2011, we have $23.4 million in cash and cash equivalents, and $0.4 million in money market accounts, that we recorded at fair value using Level 1 inputs. At December 31, 2010, we had $79.3 million in cash and cash equivalents, $15.8 million in certificates of deposit, and $0.4 million in money market accounts. In 2010, we financed a portion of our Japan acquisition through local borrowings of ¥1.2 billion which required us to deposit the equivalent USD amount of $15.8 million in one year certificates of deposit with an affiliated bank located in the United States that was redeemed in September 2011.

Level 2: We had no assets or liabilities measured at fair value using Level 2 inputs at September 30, 2011 or December 31, 2010.

Level 3: We had contingent consideration liabilities recorded in the amounts of $7.6 million at September 30, 2011, and $16.5 million at December 31, 2010. Contingent considerations are amounts to be paid as part of acquisition consideration only if certain future events occur. These events are usually acquisition targets for revenues or earnings. We arrive at the fair value of contingent consideration by applying a weighted probability of potential outcomes to the maximum possible payout. These potential outcomes are dependent on both past financial performance and management assumptions about future performance. Contingent consideration liabilities are reassessed each quarter and are reflected in the balance sheet as part of other short-term or long-term liabilities. Changes to contingent consideration are reflected in the table below:

In thousands
Contingent consideration at December 31, 2010	$	16,450
Increases due to acquisitions		4,383
Decreases due to payments		(10,172	)
Changes due to currency fluctuations		(877	)
Changes in fair value reflected in income statement		(2,140	)
Contingent consideration at September 30, 2011	$	7,644

Fair Value of Debt: At September 30, 2011, the fair value of the Company’s debt obligations was estimated at $1.410 billion compared to a carrying amount of $1.400 billion. At December 31, 2010, the fair value of the Company’s debt obligations was estimated at $1.108 billion, compared to a carrying amount of $1.106 billion. The fair values were 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.

There were no movements of items between fair value hierarchies.

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LEGAL PROCEEDINGS

9 Months Ended

Sep. 30, 2011

LEGAL PROCEEDINGS

NOTE 14 – LEGAL PROCEEDINGS

We operate in a highly regulated industry and must 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.

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Pre-Tax Charges and Changes in Restructuring Reserves (Detail) (USD $) In Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Restructuring Reserve Disclosures [Abstract]
Beginning Reserve	$ 2,052	$ 672
Charges during period	1,086	8,371
Cash Paid	(2,268)	(2,800)
Ending Reserve	870	2,052
Non-cash items | Employee severance
Restructuring Reserve Disclosures [Abstract]
Beginning Reserve		0
Charges during period		3,266
Cash Paid		0
Ending Reserve		0
Non-cash items | Other restructuring costs
Restructuring Reserve Disclosures [Abstract]
Beginning Reserve		0
Charges during period		925
Cash Paid		0
Ending Reserve		0
Employee severance
Restructuring Reserve Disclosures [Abstract]
Beginning Reserve	1,835	666
Charges during period	397	3,100
Cash Paid	(1,902)	(1,931)
Ending Reserve	330	1,835
Other restructuring costs
Restructuring Reserve Disclosures [Abstract]
Beginning Reserve	217	6
Charges during period	689	1,080
Cash Paid	(366)	(869)
Ending Reserve	$ 540	$ 217

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FAIR VALUE MEASUREMENTS - Additional Information (Detail)	Sep. 30, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2010 Japan Level 1 Inputs JPY (¥)	Sep. 30, 2011 Level 1 Inputs USD ($)	Dec. 31, 2010 Level 1 Inputs USD ($)	Sep. 30, 2011 Level 3 Inputs USD ($)	Dec. 31, 2010 Level 3 Inputs USD ($)
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Cash and cash equivalent	$ 23,395,000	$ 79,276,000		$ 23,395,000	$ 79,276,000	$ 0	$ 0
Certificates of Deposit					15,800,000
Money market account				400,000	400,000
Borrowing to finance acquisition			1,200,000,000
Contingent consideration	7,644,000	16,450,000		0	0	7,644,000	16,450,000
Debt obligation, Fair value	1,410,000,000	1,108,000,000
Debt obligation, Carrying value	$ 1,399,777,000	$ 1,105,628,000

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COMPREHENSIVE INCOME (Tables)

9 Months Ended

Sep. 30, 2011

Components of Total Comprehensive Income

The following table sets forth the components of total comprehensive income for the three and nine months ended September 30, 2011 and 2010:

In thousands
	Three Months Ended September 30,					Nine Months Ended September 30,
	2011			2010		2011			2010
Net income	$	59,744		$	57,300	$	172,220		$	159,700
Other comprehensive income/ (loss):
Currency translation adjustments		(35,634	)		17,253		(17,841	)		(632	)
Amounts reclassified into income, net of tax		85			2,312		256			675
Other comprehensive income/ (loss)		(35,549	)		19,565		(17,585	)		43
Comprehensive income		24,195			76,865		154,635			159,743
Less: net income attributable to noncontrolling interests		497			614		1,757			1,801
Comprehensive income attributable to Stericycle, Inc.	$	23,698		$	76,251	$	152,878		$	157,942

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
OPERATING ACTIVITIES:
Net income	$ 172,220	$ 159,700
Adjustments to reconcile net income to net cash provided by operating activities:
Loss/ (gain) on sale of assets	323	(2,955)
Change in fair value of contingent consideration	(2,140)	0
Accelerated amortization of term loan financing fees	1,241	0
Stock compensation expense	11,563	11,441
Excess tax benefit of stock options exercised	(16,614)	(17,951)
Depreciation	36,885	31,858
Amortization	11,102	6,652
Deferred income taxes	27,685	20,307
Changes in operating assets and liabilities, net of effect of acquisitions and divestitures:
Accounts receivable	(20,288)	(26,366)
Accounts payable	(11,239)	(3,477)
Accrued liabilities	16,694	19,214
Deferred revenues	(1,241)	1,942
Other assets and liabilities	(11,015)	5,061
Net cash provided by operating activities	215,176	205,426
INVESTING ACTIVITIES:
Payments for acquisitions and international investments, net of cash acquired	(467,430)	(95,615)
Proceeds from/ (purchases of) short-term investments	15,941	(17,172)
Proceeds from sale of assets	2,371	8,000
Capital expenditures	(36,981)	(35,937)
Net cash used in investing activities	(486,099)	(140,724)
FINANCING ACTIVITIES:
Repayment of long-term debt	(17,294)	(45,292)
Borrowings on senior credit facility	1,433,405	665,932
Repayments on senior credit facility	(1,163,613)	(679,004)
Payments of deferred financing costs	(3,740)	(5,757)
Payments on capital lease obligations	(2,703)	(2,172)
Purchase and cancellation of treasury stock	(81,201)	(43,589)
Proceeds from other issuance of common stock	30,487	38,224
Excess tax benefit of stock options exercised	16,614	17,951
Net cash provided by/ (used in) financing activities	211,955	(53,707)
Effect of exchange rate changes on cash	3,087	(6,135)
Net (decrease)/ increase in cash and cash equivalents	(55,881)	4,860
Cash and cash equivalents at beginning of period	79,276	15,767
Cash and cash equivalents at end of period	23,395	20,627
NON-CASH ACTIVITIES:
Net issuance of obligations for certain acquisitions	$ 37,464	$ 32,353

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RESTRUCTURING CHARGES

9 Months Ended

Sep. 30, 2011

RESTRUCTURING CHARGES

NOTE 15 – RESTRUCTURING CHARGES

In December of 2009, we announced the consolidation of operations within our returns and recall management services (“RMS”) business which has been completed and resulted in incremental expense of $0.1 million in 2011.

In December 2010, we reorganized the structure of our international management group in order to leverage strong local management, resulting in employee severance and other charges. During the third quarter of 2011 we expanded this program to include consolidation of administrative facilities in the United Kingdom and reorganization of our international legal structure. We recognized $0.3 million in expense during the first two quarters of 2011 and an additional $0.6 million in the third quarter of 2011. We had an accrual balance of $0.9 million at the end of third quarter of 2011 and expect approximately an additional $1.2 to $1.5 million in expense to be recognized primarily in the fourth quarter of 2011 and first quarter of 2012. We expect the accrual balance to be paid primarily during the fourth quarter of 2011 and first quarter 2012.

The following tables below highlight the pre-tax charges and changes in the reserves for the nine months ended September 30, 2011 and for the year ended December 31, 2010. All charges related to these costs are reflected on our Consolidated Statements of Income within “Restructuring costs” for both costs of revenue and selling, general, and administrative expenses.

In thousands
	Beginning Reserve at 01/01/11		Charges for the Nine Months Ended 9/30/11		Cash Paid			Ending Reserve at 9/30/11
Employee severance	$	1,835	$	397	$	(1,902	)	$	330
Other costs		217		689		(366	)		540
Total	$	2,052	$	1,086	$	(2,268	)	$	870

In thousands
	Beginning Reserve at 01/01/10		Charges for the Year Ended 12/31/10		Cash Paid			Ending Reserve at 12/31/10
Employee severance	$	666	$	3,100	$	(1,931	)	$	1,835
Other costs		6		1,080		(869	)		217
Non-cash items
Employee severance		0		3,266		0			0
Other costs		0		925		0			0
Total	$	672	$	8,371	$	(2,800	)	$	2,052

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STOCK BASED COMPENSATION - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%	0.00%	0.00%
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expenses	$ 29.0		$ 29.0
Weighted average period for recognition of compensation expense			1.70

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2011

Fair Value Measurements

In thousands
			Fair Value Measurements Using
	Total as of September 30, 2011		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
Assets:
Cash and cash equivalents	$	23,395	$	23,395	$	0	$	0
Short-term investments		416		416		0		0
Total assets	$	23,811	$	23,811	$	0	$	0
Liabilities:
Contingent consideration	$	7,644	$	0	$	0	$	7,644
Total liabilities	$	7,644	$	0	$	0	$	7,644
In thousands
			Fair Value Measurements Using
	Total as of December 31, 2010		Level 1 Inputs		Level 2 Inputs		Level 3 Inputs
Assets:
Cash and cash equivalents	$	79,276	$	79,276	$	0	$	0
Short-term investments		16,248		16,248		0		0
Total assets	$	95,524	$	95,524	$	0	$	0
Liabilities:
Contingent consideration	$	16,450	$	0	$	0	$	16,450
Total liabilities	$	16,450	$	0	$	0	$	16,450

Changes to Contingent Consideration

Changes to contingent consideration are reflected in the table below:

In thousands
Contingent consideration at December 31, 2010	$	16,450
Increases due to acquisitions		4,383
Decreases due to payments		(10,172	)
Changes due to currency fluctuations		(877	)
Changes in fair value reflected in income statement		(2,140	)
Contingent consideration at September 30, 2011	$	7,644

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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) (USD $) In Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Change in fair value of cash flow hedge, tax		$ 1,353
Amounts reclassified into income, tax	$ 0

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NET INCOME PER COMMON SHARE

9 Months Ended

Sep. 30, 2011

NET INCOME PER COMMON SHARE

NOTE 9 – NET INCOME PER COMMON SHARE

The following table sets forth the computation of basic and diluted net income per share:

In thousands, except share and per share data
	Three Months Ended September 30,				Nine Months Ended September 30,
	2011		2010		2011		2010
Numerator:
Numerator for basic earnings per share
Net income attributable to Stericycle, Inc.	$	59,247	$	56,686	$	170,463	$	157,899
Denominator:
Denominator for basic earnings per share weighted average shares		85,564,682		85,295,740		85,654,097		84,986,187
Effect of diluted securities:
Employee stock options		1,820,439		1,883,317		1,966,770		1,844,574
Denominator for diluted earnings per share-adjusted weighted average shares and after assumed conversions		87,385,121		87,179,057		87,620,867		86,830,761
Earnings per share – Basic	$	0.69	$	0.66	$	1.99	$	1.86
Earnings per share – Diluted	$	0.68	$	0.65	$	1.95	$	1.82

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Changes in Carrying Amount of Goodwill (Detail) (USD $) In Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Goodwill [Line Items]
Beginning Balance	$ 1,595,764	$ 1,394,091
Goodwill acquired during year	354,355	203,003
Changes in goodwill on 2010 acquisitions	(8,575)
Sale of assets	(2,887)	(2,345)
Changes due to currency fluctuation	(13,668)	1,015
Ending Balance	1,924,989	1,595,764
United States
Goodwill [Line Items]
Beginning Balance	1,279,758	1,153,149
Goodwill acquired during year	229,994	128,954
Changes in goodwill on 2010 acquisitions	(803)
Sale of assets	0	(2,345)
Changes due to currency fluctuation	0	0
Ending Balance	1,508,949	1,279,758
Foreign Countries
Goodwill [Line Items]
Beginning Balance	316,006	240,942
Goodwill acquired during year	124,361	74,049
Changes in goodwill on 2010 acquisitions	(7,772)
Sale of assets	(2,887)	0
Changes due to currency fluctuation	(13,668)	1,015
Ending Balance	$ 416,040	$ 316,006

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Long-Term Debt (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	9 Months Ended	12 Months Ended
	Sep. 30, 2011	Dec. 31, 2010
Senior credit facility due September 2016
Debt Instrument [Line Items]
Interest rate %	1.80%	1.80%
Long-term debt, Variable rate debt	Libor +1.025 bps and base rate + 0.025%	Libor +1.025 bps and base rate + 0.025%
Long-term debt borrowing capacity	$ 1,000	$ 1,000
Term loan
Debt Instrument [Line Items]
Long-term debt, face amount		215.0
Private Placement notes 5.64 percent, due In 2015
Debt Instrument [Line Items]
Long-term debt, face amount	100.0	100.0
Interest rate %	5.64%	5.64%
Private Placement notes 3.89 percent, due in 2017
Debt Instrument [Line Items]
Long-term debt, face amount	175.0	175.0
Interest rate %	3.89%	3.89%
Private Placement notes 4.47 percent, due in 2020
Debt Instrument [Line Items]
Long-term debt, face amount	$ 225.0	$ 225.0
Interest rate %	4.47%	4.47%
Acquisition notes weighted average rate of 3.0% and weighted average maturity of 4.8 years
Debt Instrument [Line Items]
Debt, maturity years	4.8	4.8
Interest rate %	3.00%	3.00%
Foreign bank debt weighted average rate 6.1% and weighted average maturity of 2.2 years
Debt Instrument [Line Items]
Debt, maturity years	2.2	2.2
Interest rate %	6.10%	6.10%

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Summary of Acquisition Location (Detail)	3 Months Ended			9 Months Ended
	Sep. 30, 2011 Entity Year	Jun. 30, 2011 Entity	Mar. 31, 2011 Entity	Sep. 30, 2011 Year Entity
Significant Acquisitions and Disposals [Line Items]
Number of acquisitions completed	17	11	9	37
United States
Significant Acquisitions and Disposals [Line Items]
Number of acquisitions completed				16
Argentina
Significant Acquisitions and Disposals [Line Items]
Number of acquisitions completed				1
Brazil
Significant Acquisitions and Disposals [Line Items]
Number of acquisitions completed				4
Canada
Significant Acquisitions and Disposals [Line Items]
Number of acquisitions completed				2
Chile
Significant Acquisitions and Disposals [Line Items]
Number of acquisitions completed				1
Ireland
Significant Acquisitions and Disposals [Line Items]
Number of acquisitions completed				1
Japan
Significant Acquisitions and Disposals [Line Items]
Number of acquisitions completed				2
Portugal
Significant Acquisitions and Disposals [Line Items]
Number of acquisitions completed				1
Romania
Significant Acquisitions and Disposals [Line Items]
Number of acquisitions completed				5
Spain
Significant Acquisitions and Disposals [Line Items]
Number of acquisitions completed				1
United Kingdom
Significant Acquisitions and Disposals [Line Items]
Number of acquisitions completed				3

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GEOGRAPHIC INFORMATION

9 Months Ended

Sep. 30, 2011

GEOGRAPHIC INFORMATION

NOTE 13 – GEOGRAPHIC INFORMATION

Management has determined that we have two reportable segments, United States (which includes Puerto Rico) and Foreign Countries. Revenues are attributed to countries based on the location of customers. Inter-company revenues recorded by the United States for work performed in Canada, which are immaterial, are eliminated prior to reporting United States revenues. The same accounting principles and critical accounting policies are used in the preparation of the financial statements for both reporting segments.

Detailed information for our United States reporting segment is as follows:

In thousands
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Regulated waste management services	$	278,748	$	241,724	$	807,383	$	707,389
Regulated returns and recall management services		25,106		31,895		87,814		83,598
Total revenue		303,854		273,619		895,197		790,987
Net interest expense		9,333		7,033		29,866		22,053
Income before income taxes		78,761		73,229		224,049		207,590
Income taxes		27,820		26,494		83,913		76,243
Net income attributable to Stericycle, Inc.	$	50,941	$	46,735	$	140,136	$	131,347
Depreciation and amortization	$	10,375	$	9,009	$	30,007	$	26,395

Detailed information for our Foreign Countries reporting segment is as follows:

In thousands
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Regulated waste management services	$	117,070	$	89,369	$	334,294	$	254,912
Net interest expense		2,464		1,394		6,063		4,095
Income before income taxes		13,431		14,716		47,290		41,469
Income taxes		4,628		4,151		15,206		13,116
Net income		8,803		10,565		32,084		28,353
Less: net income attributable to noncontrolling interests		497		614		1,757		1,801
Net income attributable to Stericycle, Inc.	$	8,306	$	9,951	$	30,327	$	26,552
Depreciation and amortization	$	6,558	$	4,495	$	17,980	$	12,115

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Current Assets:
Cash and cash equivalents	$ 23,395	$ 79,276
Short-term investments	416	16,248
Accounts receivable, less allowance for doubtful accounts of $18,546 in 2011 and $10,845 in 2010	283,710	215,420
Deferred income taxes	15,696	16,824
Prepaid expenses	22,160	16,038
Other current assets	39,465	24,882
Total Current Assets	384,842	368,688
Property, Plant and Equipment, net	290,721	267,971
Other Assets:
Goodwill	1,924,989	1,595,764
Intangible assets, less accumulated amortization of $38,881 in 2011 and $28,394 in 2010	524,227	375,174
Other	30,729	31,426
Total Other Assets	2,479,945	2,002,364
Total Assets	3,155,508	2,639,023
Current liabilities:
Current portion of long-term debt	95,149	91,406
Accounts payable	70,285	54,777
Accrued liabilities	140,975	134,355
Deferred revenues	13,662	14,455
Other current liabilities	9,842	13,496
Total Current Liabilities	329,913	308,489
Long-term debt, net of current portion	1,304,628	1,014,222
Deferred income taxes	301,115	222,647
Other liabilities	8,127	13,315
Equity:
Common stock (par value $.01 per share, 120,000,000 shares authorized, 85,196,102 issued and outstanding in 2011 and 85,242,387 issued and outstanding in 2010)	852	852
Additional paid-in capital	26,721	46,945
Accumulated other comprehensive loss	(32,870)	(16,869)
Retained earnings	1,187,960	1,017,497
Total Stericycle, Inc.'s Equity	1,182,663	1,048,425
Noncontrolling interest	29,062	31,925
Total Equity	1,211,725	1,080,350
Total Liabilities and Equity	$ 3,155,508	$ 2,639,023

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Aggregate Purchase Price Paid for Acquisitions and Other Adjustments to Consideration (Detail) (USD $) In Thousands	Sep. 30, 2011
Business Acquisition [Line Items]
Cash	$ 467,430
Promissory notes	24,733
Deferred consideration	12,731
Contingent consideration	4,383
Total purchase price	$ 509,277

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Intrinsic Value of Options Exercised (Detail) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total exercise intrinsic value of options exercised	$ 6,387	$ 14,485	$ 51,876	$ 56,318

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Estimated Amortization Expense (Detail) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011
Expected Amortization Expense [Line Items]
2011	$ 15,386
2012	18,205
2013	17,993
2014	17,817
2015	$ 17,525

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Tax Benefits Related to Stock Compensation (Detail) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Tax benefit recognized in income statement	$ 291	$ 1,486	$ 2,468	$ 4,547
Excess tax benefit realized	$ 2,065	$ 4,521	$ 16,614	$ 17,951

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Assumptions Used in Black-Scholes Model (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2011 Entity Year	Sep. 30, 2010 Year	Sep. 30, 2011 Year Entity	Sep. 30, 2010 Year
Share based Compensation Arrangement by Share based Payment Award, Fair Value Assumptions, Method Used [Line Items]
Expected term (in years)	5.75	5.75	5.75	5.75
Expected volatility	27.70%	27.62%	27.41%	28.39%
Expected dividend yield	0.00%	0.00%	0.00%	0.00%
Risk free interest rate	1.38%	1.71%	2.23%	2.38%

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GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Indefinite-lived Intangible Assets by Major Class [Line Items]
Amortization	$ 4,200	$ 2,500	$ 11,102	$ 6,652
Customer relationships
Indefinite-lived Intangible Assets by Major Class [Line Items]
Finite lived intangible assets useful life, Minimum			15
Finite lived intangible assets useful life, Maximum			40
Finite lived intangible assets, weighted average remaining useful life			39.1
Covenants not-to-compete
Indefinite-lived Intangible Assets by Major Class [Line Items]
Finite lived intangible assets useful life, Minimum			2
Finite lived intangible assets useful life, Maximum			10
Finite lived intangible assets, weighted average remaining useful life			5.7
Tradenames
Indefinite-lived Intangible Assets by Major Class [Line Items]
Finite lived intangible assets useful life, Minimum			20
Finite lived intangible assets useful life, Maximum			40
Finite lived intangible assets, weighted average remaining useful life			19.6
Market Approach, Goodwill Impairment Test | Lower Limit
Indefinite-lived Intangible Assets by Major Class [Line Items]
Goodwill impairment test, fair value exceeding book value, percentage	100.00%		100.00%
Income Approach, Goodwill Impairment Test | Lower Limit
Indefinite-lived Intangible Assets by Major Class [Line Items]
Goodwill impairment test, fair value exceeding book value, percentage	100.00%		100.00%

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Summary of Purchase Price Allocation and Other Adjustments to Purchase Price Allocations (Detail) (USD $) In Thousands	Sep. 30, 2011
Business Acquisition [Line Items]
Fixed assets	$ 27,548
Intangibles	169,412
Goodwill	345,780
Net other assets/ (liabilities)	22,226
Debt	(1,168)
Net deferred tax liabilities	(53,913)
Noncontrolling interests	(608)
Total purchase price allocation	$ 509,277