Safe Harbor Statement

This document may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. When we use words such as "believes," "expects," "anticipates," "estimates" "may," "plan," "will," "goal" or similar expressions, we are making forward-looking statements. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of our management about future events and are therefore subject to risks and uncertainties, which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Factors that could cause such differences include, among others, developments in the COVID-19 pandemic and the resulting impact on the results of operations, precautions we have taken to safeguard the health and safety of our employees which may make certain of our business processes less efficient, measures taken by governmental authorities to prevent the spread of COVID-19 which could disrupt our supply chain, result in disruptions in transportation services and restrictions on the ability of our employees to travel, result in temporary closure of our facilities or the facilities of our customers and suppliers, affect the volume of paper processed by our secure information destruction business and the revenue generated from the sale of SOP, disruptions in our relationships with our employees as a result of certain cost-saving measures, an economic slowdown in the U.S. and other countries resulting from the outbreak of COVID-19, SOP pricing volatility, foreign exchange rate volatility in the jurisdictions in which we operate, the volume and size of any recall events, changes in governmental regulation of the collection, transportation, treatment and disposal of regulated waste or the proper handling and protection of personal and confidential information, the level of government enforcement of regulations governing regulated waste collection and treatment or the proper handling and protection of personal and confidential information, decreases in the volume of regulated wastes or

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personal and confidential information collected from customers, the ability to implement our ERP system, charges related to portfolio rationalization or the failure of divestitures to achieve the desired results, failure to consummate transactions with respect to non-core businesses, the obligations to service substantial indebtedness and comply with the covenants and restrictions contained in our credit agreements and notes, a downgrade in our credit rating resulting in an increase in interest expense, political, economic, inflationary and other risks related to our foreign operations, the outcome of pending or future litigation or investigations including with respect to the U.S. Foreign Corrupt Practices Act, changing market conditions in the healthcare industry, competition and demand for services in the regulated waste and secure information destruction industries, failure to maintain an effective system of internal control over financial reporting, delays or failures in implementing remediation efforts with respect to existing or future material weaknesses, disruptions in or attacks on information technology systems, as well as other factors described in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K and subsequent Quarterly Reports on Forms 10-Q. As a result, past financial performance should not be considered a reliable indicator of future performance, and investors should not use historical trends to anticipate future results or trends. We disclaim any obligation to update or revise any forward-looking or other statements contained herein other than in accordance with legal and regulatory obligations.

The following discussion of our financial condition and results of operations should be read in conjunction with our Condensed Consolidated Financial Statements and related notes in Part I, Item 1. Financial Statements (Unaudited) of this Quarterly Report and our Consolidated Financial Statements and related notes thereto and Part I, Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2019 Form 10-K.

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                                    Overview

We are a U.S. based business-to-business services company and leading provider of compliance-based solutions that protect people and brands, promote health and safeguard the environment. We serve customers in the U.S., Puerto Rico, and 18 other countries worldwide with solutions for regulated waste management, secure information destruction, compliance, customer contact, and brand protection. For further information on our business, reportable segments, and services, see Part I, Item 1. Business, in our 2019 Form 10-K.

Key business highlights for the three months ended March 31, 2020 include:



    •   The Company delivered organic growth in the quarter, the first time since
        2017, as it continues to drive results from its quality of revenue
        initiatives. Growth in RWCS and SID, excluding the impact of SOP pricing,
        was 3.3% and 1.4%, respectively.


    •   Cash flow from operations for the first quarter was $82.1 million,
        compared to $36.2 million for the first quarter of 2019.


    •   Stericycle completed the divestiture of the Domestic Environmental
        Solutions business on April 6, 2020, for approximately $462.5 million in
        cash, achieving a significant milestone in its portfolio rationalization
        and debt reduction efforts.


    •   Stericycle's regulated medical waste transportation and treatment
        facilities are federally designated as essential facilities and remain
        open to provide safe, compliant disposal of medical waste to healthcare
        customers.


                                    COVID-19


In March 2020, the World Health Organization declared the global novel coronavirus disease 2019 (COVID-19) outbreak a pandemic. COVID-19 has had a global economic impact, including closure of non-essential businesses worldwide. The closure of non-essential businesses has a direct impact on our customers, primarily in SID. The Company continues to maintain operations within all business service offerings. We are monitoring future implications of COVID-19 related to potential supply chain shortages and are taking actions to manage spending to align to operational requirements.

The Company's COVID-19 response has included efforts to protect the health and well-being of our workforce and our customers. We worked proactively with the Centers for Disease and Control Prevention, Occupational Safety and Health Administration, Department of Transportation and regulatory agencies around the world to ensure readiness for proper medical waste management. We have updated and implemented numerous protocols specifically to reduce risk among our front-line staff, and our strategic sourcing team has worked diligently to take measures to provide our field operations employees with appropriate personal protective equipment. We've staggered shift times and dedicated trucks to specific drivers to reduce exposure. We've implemented more rigorous cleaning protocols for all our facilities. We also have more than 7,000 team members around the globe sheltering in place, all to protect our staff and communities we serve.

The Company is taking a leadership position related to COVID-19 to support our customers and provide industry expertise regarding the effective management of COVID-19 waste.

The impact of COVID-19 across our revenue service categories is as follows:

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   Revenue                                            COVID-19 Economic Impact
   Service              Services Offered                   Considerations

Category


              •Medical waste management services   RWCS's transportation and
              (including reusable sharps disposal  treatment facilities have
              management services)                 remained open to provide safe
              •Pharmaceutical waste services       and compliant disposal of

Regulated •Compliance programs under the medical waste. RWCS may be

Waste and Steri-Safe®, Clinical Services, impacted due to the


 Compliance   First Practice Management,           postponement of preventative

Services SeguriMed, and EnviroAssure brand care or elective surgeries and


              names                                the temporary closure of
              •Retail and Healthcare - Hazardous   smaller, independent
              waste and compliance solutions       healthcare practices.

                                                   SID started to see the impact

Secure •Secure information destruction of COVID-19 toward the end of

Information (including document and hard drive the first quarter of 2020 and


 Destruction  destruction services)                is impacted by the closure of
  Services                                         customers' sites as a result
                                                   of shelter-in-place orders.
                                                   M&I's results for the quarter
                                                   showed modest growth and did
                                                   not experience a significant
Manufacturing                                      impact related to COVID-19.

     and      •Manufacturing and Industrial        See Divestiture section below,
 Industrial   hazardous waste management services  as the U.S. revenue in this
  Services                                         service category will be
                                                   impacted by the Domestic
                                                   Environmental Solutions
                                                   Transaction on April 6, 2020.
              •Appointment reminders, secure
              messaging, event registration, and   There is lower demand for
              other communications specifically    hospital scheduling services

Communication for hospitals and integrated due to the focus on COVID-19


     and      delivery networks.                   patients.
   Related    •Regulated recall and returns
  Services    management communication, logistics, Expert Solutions may be
              and data management services for     impacted by lower volumes in
              expired, withdrawn or recalled       recall events.
              products



We further considered the COVID-19 impact across our five key initiatives.





    1.  Portfolio rationalization - We will continue to evaluate our portfolio of
        services and service line-by-service line approach to assess long-term
        potential and identify potential business candidates that are not
        vertically integrated, are not essential to our RWCS and SID services,
        and/or present the opportunity to reduce debt; however, the impact of
        COVID-19 on the economy may limit our ability to close future
        transactions.


    2.  Quality of revenue - See discussion above regarding COVID-19 impacts on
        our revenue service categories. COVID-19 may impact our customers' ability
        to operate and make timely payments and certain customers may be
        challenged to continue after all non-essential businesses are re-opened
        globally. We will continue to monitory customer specific risks and cash
        collection efforts.


    3.  Operational cost efficiencies - The Company's efforts over the last twelve
        months to build performance dashboards, centralize decision-making and
        standardize operations proved effective to help quickly implement
        necessary changes to ensure continuity of service to customers while
        tightly managing costs. We instituted central oversight and controls to
        quickly drive down costs including restricted travel, lower routine
        operational purchasing, lower spending on consultants, fleet reductions,
        and the renegotiation of key sourcing contracts and leases. We deferred
        capital expenditures while supporting critical maintenance for our
        facilities.  Finally, we managed our



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        staff expense using multiple levers, including a freeze on hiring, merit
        increase deferrals, reduction in overtime, and by furloughing
        approximately 2,300 team members, a large percentage of which were within
        Secure Information Destruction.


    4.  Debt reduction and leverage improvement - We have reduced debt by
        approximately $115 million during the fourth quarter 2019 through the
        first quarter 2020. We applied approximately $430 million in net proceeds
        from the divestiture of the Domestic Environmental Solutions business to
        the repayment of debt during April 2020. With the divestiture proceeds and
        our continued focus on managing cash, we anticipate we will maintain a
        debt leverage ratio below our debt covenant of 4.75 times, effective with
        the sale of the Domestic Environmental Solutions business. We have
        approximately $450 million currently available in line of credit, which
        matures in November 2022.


    5.  ERP implementation - We entered 2020 with a schedule to begin the staged
        deployment of the commercial, operational and financial systems in the
        U.S. and Canada. However, guided by our commitment to protect what
        matters, we concluded that the health and travel risks associated with a
        field deployment in the COVID-19 environment were substantial, and given
        our priority on serving our customers and keeping our team members safe,
        we made the decision to defer the ERP deployment. We have flexibility and
        will re-assess the deployment timing as conditions improve.



The following table identifies key strategies and other significant matters impacting our business and how they are classified in the Condensed Consolidated Statements of (Loss) Income:

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