000086187812-312024Q3FALSESTERICYCLE INC.P3Dxbrli:sharesiso4217:USDiso4217:USDxbrli:sharessrcl:businessxbrli:puresrcl:segment00008618782024-01-012024-09-3000008618782024-10-2800008618782024-07-012024-09-3000008618782023-07-012023-09-3000008618782023-01-012023-09-3000008618782024-09-3000008618782023-12-3100008618782022-12-3100008618782023-09-300000861878us-gaap:CommonStockMember2024-06-300000861878us-gaap:AdditionalPaidInCapitalMember2024-06-300000861878us-gaap:RetainedEarningsMember2024-06-300000861878us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300000861878us-gaap:NoncontrollingInterestMember2024-06-3000008618782024-06-300000861878us-gaap:RetainedEarningsMember2024-07-012024-09-300000861878us-gaap:NoncontrollingInterestMember2024-07-012024-09-300000861878us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300000861878us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300000861878us-gaap:CommonStockMember2024-09-300000861878us-gaap:AdditionalPaidInCapitalMember2024-09-300000861878us-gaap:RetainedEarningsMember2024-09-300000861878us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300000861878us-gaap:NoncontrollingInterestMember2024-09-300000861878us-gaap:CommonStockMember2023-06-300000861878us-gaap:AdditionalPaidInCapitalMember2023-06-300000861878us-gaap:RetainedEarningsMember2023-06-300000861878us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-06-300000861878us-gaap:NoncontrollingInterestMember2023-06-3000008618782023-06-300000861878us-gaap:RetainedEarningsMember2023-07-012023-09-300000861878us-gaap:NoncontrollingInterestMember2023-07-012023-09-300000861878us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-07-012023-09-300000861878us-gaap:AdditionalPaidInCapitalMember2023-07-012023-09-300000861878us-gaap:CommonStockMember2023-09-300000861878us-gaap:AdditionalPaidInCapitalMember2023-09-300000861878us-gaap:RetainedEarningsMember2023-09-300000861878us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-09-300000861878us-gaap:NoncontrollingInterestMember2023-09-300000861878us-gaap:CommonStockMember2023-12-310000861878us-gaap:AdditionalPaidInCapitalMember2023-12-310000861878us-gaap:RetainedEarningsMember2023-12-310000861878us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310000861878us-gaap:NoncontrollingInterestMember2023-12-310000861878us-gaap:RetainedEarningsMember2024-01-012024-09-300000861878us-gaap:NoncontrollingInterestMember2024-01-012024-09-300000861878us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-09-300000861878us-gaap:CommonStockMember2024-01-012024-09-300000861878us-gaap:AdditionalPaidInCapitalMember2024-01-012024-09-300000861878us-gaap:CommonStockMember2022-12-310000861878us-gaap:AdditionalPaidInCapitalMember2022-12-310000861878us-gaap:RetainedEarningsMember2022-12-310000861878us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310000861878us-gaap:NoncontrollingInterestMember2022-12-310000861878us-gaap:RetainedEarningsMember2023-01-012023-09-300000861878us-gaap:NoncontrollingInterestMember2023-01-012023-09-300000861878us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-09-300000861878us-gaap:CommonStockMember2023-01-012023-09-300000861878us-gaap:AdditionalPaidInCapitalMember2023-01-012023-09-300000861878srcl:RegulatedWasteAndComplianceServicesMember2024-07-012024-09-300000861878srcl:RegulatedWasteAndComplianceServicesMember2023-07-012023-09-300000861878srcl:RegulatedWasteAndComplianceServicesMember2024-01-012024-09-300000861878srcl:RegulatedWasteAndComplianceServicesMember2023-01-012023-09-300000861878srcl:SecureInformationDestructionServicesMember2024-07-012024-09-300000861878srcl:SecureInformationDestructionServicesMember2023-07-012023-09-300000861878srcl:SecureInformationDestructionServicesMember2024-01-012024-09-300000861878srcl:SecureInformationDestructionServicesMember2023-01-012023-09-300000861878srcl:RegulatedWasteAndComplianceServicesMembersrcl:NorthAmericaSegmentMember2024-07-012024-09-300000861878srcl:RegulatedWasteAndComplianceServicesMembersrcl:NorthAmericaSegmentMember2023-07-012023-09-300000861878srcl:RegulatedWasteAndComplianceServicesMembersrcl:NorthAmericaSegmentMember2024-01-012024-09-300000861878srcl:RegulatedWasteAndComplianceServicesMembersrcl:NorthAmericaSegmentMember2023-01-012023-09-300000861878srcl:SecureInformationDestructionServicesMembersrcl:NorthAmericaSegmentMember2024-07-012024-09-300000861878srcl:SecureInformationDestructionServicesMembersrcl:NorthAmericaSegmentMember2023-07-012023-09-300000861878srcl:SecureInformationDestructionServicesMembersrcl:NorthAmericaSegmentMember2024-01-012024-09-300000861878srcl:SecureInformationDestructionServicesMembersrcl:NorthAmericaSegmentMember2023-01-012023-09-300000861878srcl:NorthAmericaSegmentMember2024-07-012024-09-300000861878srcl:NorthAmericaSegmentMember2023-07-012023-09-300000861878srcl:NorthAmericaSegmentMember2024-01-012024-09-300000861878srcl:NorthAmericaSegmentMember2023-01-012023-09-300000861878srcl:RegulatedWasteAndComplianceServicesMembersrcl:InternationalSegmentsMember2024-07-012024-09-300000861878srcl:RegulatedWasteAndComplianceServicesMembersrcl:InternationalSegmentsMember2023-07-012023-09-300000861878srcl:RegulatedWasteAndComplianceServicesMembersrcl:InternationalSegmentsMember2024-01-012024-09-300000861878srcl:RegulatedWasteAndComplianceServicesMembersrcl:InternationalSegmentsMember2023-01-012023-09-300000861878srcl:SecureInformationDestructionServicesMembersrcl:InternationalSegmentsMember2024-07-012024-09-300000861878srcl:SecureInformationDestructionServicesMembersrcl:InternationalSegmentsMember2023-07-012023-09-300000861878srcl:SecureInformationDestructionServicesMembersrcl:InternationalSegmentsMember2024-01-012024-09-300000861878srcl:SecureInformationDestructionServicesMembersrcl:InternationalSegmentsMember2023-01-012023-09-300000861878srcl:InternationalSegmentsMember2024-07-012024-09-300000861878srcl:InternationalSegmentsMember2023-07-012023-09-300000861878srcl:InternationalSegmentsMember2024-01-012024-09-300000861878srcl:InternationalSegmentsMember2023-01-012023-09-300000861878us-gaap:OtherCurrentAssetsMember2024-09-300000861878us-gaap:OtherCurrentAssetsMember2023-12-310000861878us-gaap:OtherNoncurrentAssetsMember2024-09-300000861878us-gaap:OtherNoncurrentAssetsMember2023-12-3100008618782023-01-012023-12-310000861878srcl:SoutheasternU.S.RegulatedWasteBusinessMember2024-04-012024-06-300000861878srcl:SoutheasternU.S.RegulatedWasteBusinessMember2024-06-3000008618782024-02-012024-02-2900008618782023-10-012023-10-310000861878srcl:SpainAndPortugalOperationsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberus-gaap:SubsequentEventMembersrcl:InternationalSegmentsMember2024-10-092024-10-090000861878srcl:RomaniaOperationsMembersrcl:InternationalSegmentsMember2023-07-012023-09-300000861878srcl:OtherBusinessesMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembersrcl:InternationalSegmentsMember2023-04-012023-06-300000861878srcl:RepublicOfKoreaOperationsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembersrcl:InternationalSegmentsMember2023-06-012023-06-010000861878srcl:RepublicOfKoreaOperationsMembersrcl:InternationalSegmentsMember2023-06-012023-06-010000861878srcl:AustraliaAndSingaporeOperationsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembersrcl:InternationalSegmentsMember2023-05-242023-05-240000861878srcl:AustraliaAndSingaporeOperationsMembersrcl:InternationalSegmentsMember2023-05-242023-05-240000861878srcl:BrazilOperationsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembersrcl:InternationalSegmentsMember2023-04-202023-04-200000861878srcl:BrazilOperationsMembersrcl:InternationalSegmentsMember2023-04-202023-04-200000861878srcl:InternationalContainerManufacturingOperationsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembersrcl:InternationalSegmentsMember2023-01-192023-01-190000861878srcl:InternationalContainerManufacturingOperationsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembersrcl:InternationalSegmentsMember2023-01-012023-03-310000861878srcl:SpainAndPortugalOperationsMembersrcl:InternationalSegmentsMember2024-07-012024-09-300000861878srcl:SpainAndPortugalOperationsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMembersrcl:InternationalSegmentsMember2024-07-012024-09-300000861878us-gaap:DiscontinuedOperationsHeldforsaleMembersrcl:SpainAndPortugalOperationsMember2024-09-300000861878us-gaap:DiscontinuedOperationsHeldforsaleMember2023-12-310000861878srcl:CreditAgreementAmendedSept2021Membersrcl:SeniorCreditFacilityDueSeptemberTwentyTwentySixMemberus-gaap:LineOfCreditMember2024-09-300000861878srcl:CreditAgreementAmendedSept2021Membersrcl:SeniorCreditFacilityDueSeptemberTwentyTwentySixMemberus-gaap:LineOfCreditMember2023-12-310000861878srcl:CreditAgreementAmendedSept2021Membersrcl:TermLoanFacilityDueTwentyTwentySixMemberus-gaap:LineOfCreditMember2024-09-300000861878srcl:CreditAgreementAmendedSept2021Membersrcl:TermLoanFacilityDueTwentyTwentySixMemberus-gaap:LineOfCreditMember2023-12-310000861878srcl:SeniorNotesFacilityDueTwentyTwentyFourMemberus-gaap:SeniorNotesMember2024-09-300000861878srcl:SeniorNotesFacilityDueTwentyTwentyFourMemberus-gaap:SeniorNotesMember2023-12-310000861878srcl:SeniorNotesFacilityDueTwentyTwentyNineMemberus-gaap:SeniorNotesMember2024-09-300000861878srcl:SeniorNotesFacilityDueTwentyTwentyNineMemberus-gaap:SeniorNotesMember2023-12-310000861878srcl:PromissoryNotesAndDeferredConsiderationMemberus-gaap:UnsecuredDebtMember2024-01-012024-09-300000861878srcl:PromissoryNotesAndDeferredConsiderationMemberus-gaap:UnsecuredDebtMember2023-01-012023-12-310000861878srcl:PromissoryNotesAndDeferredConsiderationMemberus-gaap:UnsecuredDebtMember2024-09-300000861878srcl:PromissoryNotesAndDeferredConsiderationMemberus-gaap:UnsecuredDebtMember2023-12-310000861878us-gaap:FairValueInputsLevel2Member2024-09-300000861878us-gaap:FairValueInputsLevel2Member2023-12-310000861878srcl:CreditAgreementAmendedSept2021Memberus-gaap:LineOfCreditMember2024-01-012024-09-300000861878srcl:CreditAgreementAmendedSept2021Memberus-gaap:LineOfCreditMember2024-09-300000861878srcl:SeniorNotesFacilityDueTwentyTwentyFourMemberus-gaap:SeniorNotesMember2024-03-140000861878srcl:SeniorCreditFacilityDueJuneTwentyTwentyTwoMemberus-gaap:LineOfCreditMember2024-09-300000861878srcl:SeniorCreditFacilityDueJuneTwentyTwentyTwoMemberus-gaap:LineOfCreditMember2023-12-310000861878us-gaap:EmployeeStockOptionMember2024-07-012024-09-300000861878us-gaap:EmployeeStockOptionMember2023-07-012023-09-300000861878us-gaap:EmployeeStockOptionMember2024-01-012024-09-300000861878us-gaap:EmployeeStockOptionMember2023-01-012023-09-300000861878us-gaap:RestrictedStockUnitsRSUMember2024-07-012024-09-300000861878us-gaap:RestrictedStockUnitsRSUMember2023-07-012023-09-300000861878us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-09-300000861878us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-09-300000861878us-gaap:OperatingSegmentsMembersrcl:NorthAmericaSegmentMember2024-07-012024-09-300000861878us-gaap:OperatingSegmentsMembersrcl:NorthAmericaSegmentMember2023-07-012023-09-300000861878us-gaap:OperatingSegmentsMembersrcl:NorthAmericaSegmentMember2024-01-012024-09-300000861878us-gaap:OperatingSegmentsMembersrcl:NorthAmericaSegmentMember2023-01-012023-09-300000861878us-gaap:OperatingSegmentsMembersrcl:InternationalSegmentsMember2024-07-012024-09-300000861878us-gaap:OperatingSegmentsMembersrcl:InternationalSegmentsMember2023-07-012023-09-300000861878us-gaap:OperatingSegmentsMembersrcl:InternationalSegmentsMember2024-01-012024-09-300000861878us-gaap:OperatingSegmentsMembersrcl:InternationalSegmentsMember2023-01-012023-09-300000861878us-gaap:CorporateNonSegmentMember2024-07-012024-09-300000861878us-gaap:CorporateNonSegmentMember2023-07-012023-09-300000861878us-gaap:CorporateNonSegmentMember2024-01-012024-09-300000861878us-gaap:CorporateNonSegmentMember2023-01-012023-09-300000861878srcl:GovernmentInvestigationsMember2024-01-012024-09-300000861878srcl:GovernmentInvestigationsMembersrcl:DepartmentOfJusticeMember2024-01-012024-09-300000861878srcl:GovernmentInvestigationsMember2024-09-3000008618782024-06-030000861878srcl:StagMergerSubInc.Member2024-06-030000861878srcl:StagMergerSubInc.Member2024-07-012024-09-300000861878srcl:StagMergerSubInc.Member2024-01-012024-09-30

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

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

Securities registered pursuant to Section 12(b) of the Act:

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 such 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 every Interactive Data File required to be submitted 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 such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

On October 28, 2024, there were 92,837,446 shares of the Registrant’s Common Stock outstanding.

Unless the context requires otherwise, the “Company”, “Stericycle”, “we”, “us”, or “our” refers to Stericycle, Inc. on a consolidated basis. The Company also uses several other terms in this Quarterly Report on Form 10-Q, most of which are explained or defined below:

Basis of Presentation: The accompanying unaudited condensed consolidated financial statements include the accounts of Stericycle, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's condensed consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenues, and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control. Outside stockholders' interests in subsidiaries are shown on the condensed consolidated financial statements as “Noncontrolling interests”.

The accompanying unaudited condensed consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023, have been prepared pursuant to the rules and regulations of the SEC for interim reporting and, therefore, do not include all information and footnote disclosures normally included in audited financial statements prepared in conformity with U.S. GAAP. In the opinion of management, however, all adjustments, consisting of normal recurring adjustments necessary to present fairly the results of operations, financial position and cash flows have been made. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the 2023 Form 10-K. The results of operations for any interim period are not necessarily indicative of the results of operations to be expected for the full year or any other period.

Use of Estimates: The preparation of financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Some areas where the Company makes estimates include allowance for doubtful accounts, credit memo reserves, contingent liabilities, asset retirement obligations, stock compensation expense, income tax assets and liabilities, accrued employee health and welfare benefits, accrued auto and workers’ compensation self-insured claims, leases, acquisition related long-lived assets, goodwill and held for sale impairment valuations. Such estimates are based on historical trends and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires disclosure of incremental segment information on an annual and interim basis for all public entities to enable investors to develop more decision-useful financial analyses. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact on disclosures in our Notes to Condensed Consolidated Financial Statements.

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 requires greater disaggregation of information in the rate reconciliation and the disclosure of income taxes paid by jurisdiction. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact on disclosures in our Notes to Condensed Consolidated Financial Statements.

The Company provides RWCS, which provide collection and processing of regulated and specialized waste, including medical, pharmaceutical and hazardous waste, for disposal and compliance programs and SID services, which provide for the collection of personal and confidential information for secure destruction and recycling of shredded paper.

The Company’s customers typically enter into a contract for the provision of services on a regular and scheduled basis, e.g., weekly, monthly or on an as needed basis over the contract term, e.g., one-time service. Under the contract terms, the Company receives fees based on a monthly, quarterly or annual rate and/or fees based on contractual rates depending upon measures including the volume, weight, and type of waste.

Amounts are invoiced based on the terms of the underlying contract either on a regular basis, e.g., monthly or quarterly, or as services are performed and are generally due within a short period of time after invoicing based upon normal terms and conditions for our business type and the geography of the services performed.

The following table presents revenues disaggregated by service and reportable segments:

Deferred revenues are recognized when cash payments are received or when the Company bills for services in advance of performance. Deferred revenues as of September 30, 2024 and December 31, 2023, were $80.4 million and $72.6 million, respectively. Deferred revenues are classified within current liabilities since the revenues are earned within 12 months and there are no significant financing components.

The Company’s incremental direct costs of obtaining a contract, which consist primarily of sales incentives, are deferred and amortized to SG&A over a weighted average estimated period of benefit of 6.5 years.

During the three months ended September 30, 2024 and 2023, the Company amortized $4.6 million and $4.2 million, respectively, of deferred sales incentives to SG&A. During the nine months ended September 30, 2024 and 2023, the Company amortized $13.4 million and $12.3 million, respectively, of deferred sales incentives to SG&A.

Total contract acquisition costs, net of accumulated amortization, were classified as follows:

The Company estimates its allowance for doubtful accounts based on past collection history and specific risks identified among uncollected amounts, as well as management’s expectation of future economic conditions. If current or expected future economic trends, events, or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when the Company’s collection efforts have been exhausted.

The changes in allowance for doubtful accounts were reported as follows:

(1)Amounts consist primarily of divestiture impacts of $3.9 million in 2024 and $6.4 million in 2023 (principally Brazil) and currency translation adjustments.

The Company acquired a southeastern U.S. based regulated waste business in North America on January 31, 2024, which is considered to be complementary to existing operations and aligns with the Company’s strategic capital allocation strategy. There were no acquisitions in 2023.

The purchase price consideration was $15.8 million and the final acquisition date fair value of the total consideration transferred included $14.0 million in cash and $1.8 million in promissory notes. The purchase price allocation was finalized in the second quarter of 2024. The purchase price consideration was allocated to the assets and liabilities acquired based on the fair values as of the acquisition date, with the excess of the purchase price consideration over the net assets acquired of $8.2 million recorded as goodwill based on the strategic benefits to be achieved and is deductible for tax purposes. The Company used a third party specialist to determine the fair value of the tangible and intangible assets, which primarily consisted of customer relationships of $6.1 million. The Company did not record any adjustments to the final fair value measurement.

In February 2024, the Company recognized Operational Optimization severance charges of approximately $5.4 million related to a workforce reduction, within our North America and International segments.

In October 2023, the Company recognized Operational Optimization charges of approximately $3 million, split between our North America and International segments, related to headcount reduction.

On October 9, 2024, the Company entered into a definitive agreement to sell its operations in Spain and Portugal for cash consideration of $86.4 million. The sale is expected to close in the fourth quarter of 2024 once applicable regulatory approvals are obtained.

On October 6, 2023, the Company exited its operations in Romania for nominal consideration which resulted in a third quarter of 2023 assets-held-for-sale impairment charge of $4.2 million, of which $1.0 million related to the reclassification of non-cash accumulated currency translation adjustments to earnings. The impairment charge is included in Divestiture losses, net and impairments in the Condensed Consolidated Statements of (Loss) Income.

On July 25, 2023 and August 10, 2023, the Company exited its dental recycling business in the Netherlands and its SID joint venture in the UAE, respectively, for nominal consideration, which resulted in second quarter 2023 pre-tax charges of $1.5 million.

On June 1, 2023, the Company exited its operations in the Republic of Korea for cash proceeds of approximately $109.3 million. The transaction resulted in a second quarter of 2023 divestiture pre-tax gain of $50.8 million, of which $2.7 million related to the reclassification of non-cash accumulated currency translation adjustments to earnings.

On May 24, 2023, the Company exited its operations in Australia and Singapore for cash proceeds of approximately $2.9 million. The transaction resulted in a second quarter of 2023 divestiture pre-tax loss of $7.3 million, of which $2.2 million related to the reclassification of non-cash accumulated currency translation adjustments to earnings.

On April 20, 2023, the Company exited its operations in Brazil for cash consideration paid to the acquirer of approximately $28.0 million. The transaction resulted in a second quarter of 2023 divestiture pre-tax loss of $96.2 million, of which $70.1 million related to the reclassification of non-cash accumulated currency translation adjustments to earnings.

On January 19, 2023, the Company exited its International container manufacturing operations for cash proceeds of approximately $2.2 million. The transaction resulted in a first quarter of 2023 divestiture pre-tax loss of $5.0 million.

In the third quarter of 2024, the Company recognized a non-cash impairment charge of $10.5 million, associated with classifying certain assets and liabilities, associated with its Spain and Portugal operations, as held-for-sale as the carrying value of the net assets held for sale exceeded their fair value less estimated costs to sell. The impairment charge is reported in Divestiture losses, net and impairments on the Condensed Consolidated Statements of (Loss) Income. The cumulative translation adjustment of $12.0 million was included as part of the carrying value of the disposal group when measuring the impairment charge.

The Company had the following assets and liabilities classified as held-for-sale:

There were no assets held-for-sale as of December 31, 2023.

In the three and nine months ended September 30, 2023, the Company recognized an impairment in SG&A of $3.1 million in International associated with certain intangible assets in Spain.

In the nine months ended September 30, 2023, the Company recognized an impairment in COR of $3.4 million in International associated with certain long-lived assets, primarily property, plant and equipment in Romania.

The Company’s long-term debt consisted of the following:

The estimated fair value of our debt approximated $1.3 billion and $1.3 billion as of September 30, 2024 and December 31, 2023, respectively. These fair value amounts were estimated using an income approach by applying market interest rates for comparable instruments and developed based on inputs classified as Level 2 in accordance with the fair value measurements accounting guidance.

The weighted average interest rates on long-term debt, excluding finance leases, were as follows:

On February 1, 2024, the Company issued a redemption notice to 2019 Senior Notes holders for redemption of all of the $600 million aggregate principal amount of the outstanding 2019 Senior Notes, and on March 14, 2024 completed the redemption with borrowings from the Credit Facility. The refinancing of the 2019 Senior Notes using the Credit Facility converted the long-term debt from fixed rate to variable rate as of the redemption date.

Amounts committed to outstanding letters of credit and the unused portion of the Company's Credit Facility were as follows:

The Company reported income tax expense of $2.3 million and $4.8 million for the three months ended September 30, 2024 and 2023, respectively. The effective tax rates for the three months ended September 30, 2024 and 2023 were (20.2)% and 69.6%, respectively. The effective tax rate for the three months ended September 30, 2024 reflects a loss before tax and additionally (i) the impact from net non-deductible impairment losses, (ii) a non-deductible legal matter, and (iii) losses in jurisdictions that are not eligible for tax benefits on account of valuation allowances. The effective tax rate for the three months ended September 30, 2023 reflects (i) losses in jurisdictions that are not eligible for tax benefits on account of valuation allowances, (ii) the impact from net non-deductible losses from divestitures, and (iii) equity-based compensation awards expiring without a tax benefit, partially offset by (iv) the tax benefit associated with the U.S. federal research and development tax credit.

The Company reported income tax expense of $13.6 million and $19.1 million for the nine months ended September 30, 2024 and 2023, respectively. The effective tax rates for the nine months ended September 30, 2024 and 2023 were 71.6% and (112.4)%, respectively. The effective tax rate for the nine months ended September 30, 2024 reflects (i) equity-based compensation awards expiring or vesting without a tax benefit, (ii) a non-deductible legal matter, and (iii) the impact from net non-deductible impairment losses. The effective tax rate for the nine months ended September 30, 2023 reflects a loss before tax and additionally (i) the impact from net non-deductible losses from divestitures, (ii) losses in jurisdictions that are not eligible for tax benefits on account of valuation allowances, and (iii) equity-based compensation awards expiring without a tax benefit.

Basic (loss) earnings per share is computed by dividing Net (loss) income by the number of weighted average common shares outstanding during the reporting period. Diluted (loss) earnings per share is calculated to give effect to all potentially dilutive common shares that were outstanding during the reporting period, only in the periods in which such effect is dilutive.

The following table shows the effect of stock-based awards on the weighted average number of shares outstanding used in calculating diluted (loss) earnings per share:

Anti-dilutive stock-based awards excluded from the computation of diluted (loss) earnings per share using the treasury stock method include the following:

PSUs are offered to key employees and are subject to achievement of specified performance conditions. Contingently issuable shares are excluded from the computation of diluted (loss) earnings per share based on current period results. The shares would not be issuable if the end of the quarter were the end of the contingency period. If such goals are not met, no compensation expense is recognized, and any previously recognized compensation expense is reversed.

The Company evaluates, oversees, and manages the financial performance of two operating and reportable segments – North America and International. Other Costs includes costs (and associated assets and capital expenditures) related to corporate enabling and shared services functions, annual incentive compensation, and stock-based compensation.

The following tables show financial information for the Company's reportable segments (see Note 2 – Revenues from Contracts with Customers for segment revenues):

The following table reconciles the Company's primary measure of segment profitability, Adjusted Income from Operations, to Income from operations:

The Company operates in highly regulated industries and responds to regulatory inquiries or investigations from time to time that may be initiated for a variety of reasons. At any given time, the Company has matters at various stages of resolution with the applicable government authorities. The Company is also routinely involved in actual or threatened legal actions, including those involving alleged personal injuries and commercial, employment, environmental, tax, and other issues. The outcomes of these matters are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, claimants seek damages, as well as other relief, including injunctive relief, that could require significant expenditures or result in lost revenue.

In accordance with applicable accounting standards, the Company establishes an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and reasonably estimable. If the reasonable estimate of a probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is not probable or a probable loss is not reasonably estimable, no liability is recorded. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. These accruals represent management’s best estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. Estimates of probable losses resulting from litigation and regulatory proceedings are difficult to predict. Legal and regulatory matters inherently involve significant uncertainties based on, among other factors, the jurisdiction and stage of the proceedings, developments in the applicable facts or law, and the unpredictability of the ultimate determination of the merits of any claim, any defenses the Company may assert against that claim, and the amount of any damages that may be awarded. The Company’s accrued liabilities for loss contingencies related to legal and regulatory matters may change in the future as a result of new developments, including, but not limited to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered facts relevant to the matter, or changes in the strategy for the matter. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

Government Investigations. As previously reported, the Company entered into a deferred prosecution agreement (“DPA”) with the DOJ in 2022 in connection with its resolution of investigations by the DOJ, SEC, and various authorities in Brazil relating to the Company’s compliance with the FCPA or other anti-corruption laws with respect to operations in Latin America. Under the settlements with the DOJ and with the SEC, the Company engaged an independent compliance monitor for two years and will undertake compliance with self-reporting obligations for an additional year. If the Company remains in compliance with the DPA during the remainder of its three-year term, deferred charges against the Company will be dismissed with prejudice.

The Company is cooperating with an investigation by the office of the United States Attorney for the Southern District of New York (“SDNY”) and the United States Environmental Protection Agency into the Company’s historical compliance with federal environmental statutes, including the Resource Conservation and Recovery Act, in connection with the collection, transportation and disposal of hazardous waste by the Company’s former Domestic Environmental Solutions business unit. The Company has made an accrual in respect of this matter of approximately $10 million.

Environmental, Regulatory and Indemnity Matters. The Company is subject to various federal, state and local laws and regulations. In the ordinary course of business, we are routinely involved in government enforcement proceedings, private lawsuits, and other matters alleging non-compliance by the Company with applicable law. The issues involved in these proceedings generally relate to alleged violations of existing permits or other requirements, or alleged liability due to our current operations, pre-existing conditions at the locations where we operate, and/or successor or predecessor liability associated with our portfolio optimization strategy. From time to time, the Company may be subject to fines or penalties in regulatory proceedings relating primarily to waste treatment, storage or disposal facilities.

Enviri Indemnification. Effective April 6, 2020, the Company completed the divestiture of its Domestic Environmental Solutions business to Enviri Corporation. Pursuant to the Purchase Agreement, the Company may have liability under certain indemnification claims for matters relating to the Domestic Environmental Solutions business, including potentially with respect to the SDNY investigation described above, the DEA Investigation matter discussed below, and other matters. Consistent with its accrual policies described previously, the Company has made accruals on various of these matters, which are neither individually nor collectively material.

Rancho Cordova, California, NOVs. On June 25 and 26, 2018, the California DTSC conducted a Compliance Enforcement Inspection of the Company’s former Domestic Environmental Solutions facility in Rancho Cordova, California. On February 14, 2020, the DTSC filed an action in the Superior Court for the State of California, Sacramento County Division, alleging violations of California’s Hazardous Waste Control Law and the facility’s hazardous waste permit arising from the inspection. The Company completed a settlement with the DTSC with respect to these claims and any potential claims stemming from the search warrant executed in conjunction with the DEA inspection of the Rancho Cordova facility described below. The Company made an accrual in respect of the settlement consistent with its accrual policies described above, and made the settlement payment during July 2024, the amount of which payment is not material.

Rancho Cordova, California, Permit Revocation. Separately, on August 15, 2019, the Company received from the DTSC a written Intent to Deny Hazardous Waste Facility Permit Application for the Rancho Cordova facility. Following legal challenges, the DTSC action became final as of April 8, 2022, triggering an obligation to execute the closure plan set forth in the facility's permit. Consistent with its accrual policies described previously, the Company has made an accrual in the amount of its estimate of closure costs reasonably likely to be incurred and indemnified to Enviri under the Purchase Agreement, which is not material.

DEA Investigation. On February 11, 2020, the Company received an administrative subpoena from the DEA, which executed a search warrant at the Company’s former Domestic Environmental Solutions facility at Rancho Cordova, California and an administrative inspection warrant at the Company’s former facility in Indianapolis, Indiana for materials related to the former Domestic Environmental Solutions business of collecting, transporting, and destroying controlled substances from retail customers (the “ESOL Retail Controlled Substances Business”). On that same day, agents from the DTSC executed a separate search warrant at the Rancho Cordova facility. Since that time, the U.S. Attorney’s Office for the Eastern District of California (“USAO EDCA”) has been overseeing criminal and civil investigations of the ESOL Retail Controlled Substances Business. The USAO EDCA has informed the Company that the investigations relate to the Company’s operation and sale of its former ESOL Retail Controlled Substances Business and that the Company and some of its current or former employees may have civil and criminal liability under the Controlled Substances Act and other federal statutes related to that business. The Company is cooperating with the investigations, which are ongoing.

The Company has not accrued any amounts in respect of these investigations and cannot estimate the reasonably possible loss or any range of reasonably possible losses that the Company may incur. The Company is unable to make such an estimate because, based on what the Company knows now, in the Company’s judgment, the factual and legal issues presented in this matter are sufficiently unique that the Company is unable to identify other circumstances sufficiently comparable to provide guidance in making estimates.

European Retrovirus Investigations. During the Covid-19 pandemic and in conjunction with Europol, governmental authorities of Spain conducted coordinated inspections at a large number of medical waste management facilities, including Stericycle facilities, relating to the transportation, management and disposal of waste that may have been infected with the virus, and related matters. The inspections have resulted in proceedings, in which the Company is vigorously defending itself.

The Company has not accrued any amounts in respect of these investigations, as it cannot estimate the reasonably possible loss or any range of reasonably possible losses that the Company may incur. The Company is unable to make such an estimate because, based on what the Company knows now, in the Company’s judgment, the factual and legal issues presented in this matter are sufficiently unique that the Company is unable to identify other circumstances sufficiently comparable to provide guidance in making estimates.

On June 3, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Waste Management, Inc., a Delaware corporation (“Parent”) and Stag Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, among other things, at the Effective Time (as defined in the Merger Agreement) and subject to the terms and conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger (the “Surviving Corporation”) as an indirect wholly-owned subsidiary of Parent.

At the Effective Time, each share of the Company's common stock, par value $0.01 (“Stericycle common stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares held directly by the Company (including shares held in treasury stock), Parent or Merger Sub or any subsidiary of the Company or Parent (collectively, “Excluded Shares”) and (ii) Dissenting Shares (as defined in the Merger Agreement)), will be converted into the right to receive $62.00 in cash, without interest and less applicable withholding taxes (the “Merger Consideration”).

The closing of the Merger (the “Closing”) is subject to various conditions, including (i) approval of the proposal to adopt the Merger Agreement by the vote of holders of a majority of the voting power represented by outstanding shares of Stericycle common stock (the “stockholder approval”); (ii) the consummation of the Merger not being restrained, enjoined or prohibited by any order (whether temporary, preliminary or permanent) of any governmental entity of competent jurisdiction and no applicable law having been enacted to prohibit or make illegal the consummation of the Merger, in each case, other than an immaterial order or law; (iii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the “HSR Act”), and all waivers, consents, clearances, approvals and authorizations under certain other applicable competition and foreign investment laws having been obtained (or the expiration or termination of any applicable waiting periods thereunder); and (iv) the accuracy of the representations and warranties of the Company, on the one hand, and of Parent and Merger Sub, on the other hand, contained in the Merger Agreement, subject in some instances to materiality or “material adverse effect” qualifiers, as of the date of the Merger Agreement and as of the Closing, and the performance or compliance in all material respects by the Company, on the one hand, and Parent and Merger Sub, on the other hand, of or with their respective covenants and agreements required to be performed or complied with by them under the Merger Agreement on or before the Closing date. The stockholder approval was obtained on August 14, 2024. The Closing conditions in the Merger Agreement with respect to receipt of approval under antitrust and foreign direct investment laws, including expiration of the waiting period under the HSR Act and receipt of antitrust or foreign investment approval in the U.K., Canada, Spain and Portugal, have been satisfied in accordance with the terms and conditions of the Merger Agreement. In addition, the obligation of Parent and Merger Sub to consummate the Merger is subject to the absence, since the date of the Merger Agreement, of a Company Material Adverse Effect (as defined in the Merger Agreement) that is continuing. The Closing is not subject to a financing condition. Under the terms of the Merger Agreement, consummation of the Merger will occur as soon as possible, but in any event no later than three business days after the satisfaction or waiver of all of the applicable conditions to the Closing. The board of directors of the Company (the “Board”) has unanimously approved the Merger and the Merger Agreement. Until the Closing, the Company will continue to operate as an independent public company.

The Company has incurred and expects to continue to incur certain significant costs relating to the Merger, such as legal, accounting, financial advisory, printing and other professional services fees, as well as other customary payments. During the three and nine months ended, September 30, 2024, in connection with the Merger, Stericycle incurred approximately $3.4 million and $11.6 million, respectively, of transaction-related expenses, reported in SG&A. In the event that the Merger is terminated, the Company may also be required under the Merger Agreement under certain circumstances to pay a termination fee to Parent of $175.0 million, or may be entitled to receive a termination fee of $262.5 million from Parent.

This document may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act and 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, many of which are outside our control, 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, the inability to consummate the Merger within the anticipated time period, or at all, due to any reason, the failure to satisfy all the conditions to the consummation of the Merger, the risk that the Merger Agreement may be terminated in circumstances requiring us to pay a termination fee, the effect of the announcement of the Merger on our ability to retain and hire key personnel and maintain relationships with our customers, suppliers and others with whom we do business, the effect of the announcement of the Merger on our operating results and business generally, the significant costs, fees and expenses related to the Merger, the risk that our stock price may decline significantly if the Merger is not consummated, decreases in the volume of regulated wastes or personal and confidential information collected from customers, disruptions resulting from deployment of systems, disruptions in our supply chain, disruptions in or attacks on data information technology systems, labor shortages, a recession or economic disruption in the U.S. and other countries, changing market conditions in the healthcare industry, competition and demand for services in the regulated waste and secure information destruction industries, SOP pricing volatility or pricing volatility in other commodities, changes in the volume of paper processed by our secure information destruction business and the revenue generated from the sale of SOP, inflationary cost pressure in labor, supply chain, energy, and other expenses, foreign exchange rate volatility in the jurisdictions in which we operate, 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, the outcome of pending, future or settled litigation or investigations, self-insurance claims and settlements, including the nature, cost and outcome of any litigation and other legal proceedings related to the Merger, charges related to portfolio optimization or the failure of acquisitions or divestitures to achieve the desired results, the obligations to service substantial indebtedness and comply with the covenants and restrictions contained in our credit agreements and Senior Notes, elevated interest rates or a downgrade in our credit rating resulting in an increase in interest expense, political, economic, war, and other risks related to our foreign operations, pandemics and the resulting impact on the results of operations, long-term remote work arrangements which may adversely affect our business, closures of our facilities or the facilities of our customers and suppliers, weather and environmental changes related to climate change, requirements of customers and investors for net carbon zero emissions strategies, and the introduction of regulations for greenhouse gases, which could negatively affect our costs to operate, failure to maintain an effective system of internal control over financial reporting, as well as other factors described in our filings with the SEC, including our 2023 Form 10-K and subsequent Quarterly Reports on Form 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.

Stericycle, Inc. is a U.S. based business-to-business services company and leading provider of compliance-based solutions that protect people and brands, promote health and well-being and safeguard the environment. Through our family of brands, Stericycle serves customers in North America and Europe with solutions to safely manage materials that could otherwise spread disease, contaminate the environment, or compromise one’s identity. To our customers, team members and the communities we serve, Stericycle is a company that protects what matters.

Key business highlights include:

•Received all antitrust and foreign investment approvals and clearances required to consummate the Merger contemplated by the Merger Agreement, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of antitrust or foreign investment approval in the U.K., Canada, Spain and Portugal. Stericycle previously announced that its stockholders voted to approve the adoption of the Merger Agreement on August 14, 2024, satisfying another condition to closing the Merger. Stericycle expects to consummate the Merger as promptly as practicable, subject to satisfaction of other customary closing conditions under the Merger Agreement.

•Our McCarran, Nevada, incinerator project remains on-track and is currently in the testing phase with operational waste processing to begin in 2025.

•In October 2024, entered into a definitive agreement to divest our operations in Spain and Portugal for cash consideration of $86.4 million.

We continue to experience revenue challenges among certain national account customers, including changes in frequency and type of service and site consolidations in North America. Further, hurricanes Helene and Milton resulted in devastation throughout the southeastern U.S. impacting a number of our customers and the communities they serve. While our facilities suffered minimal damage and became fully operational shortly after the storms, we are still assessing the full impact to our customers.

For additional information, see Part I, Item I. Financial Statements; Note 10 — Proposed Plan of Merger in the Condensed Consolidated Financial Statements. Team members spent significant time and attention in the second and third quarters of 2024 attending to Merger-related matters and expect to continue to devote significant time to such matters through Closing.

In 2024, we pivoted to our next generation of key business priorities to drive margin expansion and deliver value:

•Commercial and Service Excellence – We will focus on driving profitable revenue growth by delivering a differentiated value proposition and a seamless customer experience as a trusted compliance partner.

•Operational Excellence – We plan to drive margin improvement, harnessing a streamlined and talented workforce, modern technologies, updated and new facilities, and a refreshed fleet.

•Digital Implementation – We will begin to leverage digital, data, and AI capabilities to further deliver commercial and service excellence and efficiencies across our network and shared services, using the foundation of the modern ERP.

•Strategic Capital Allocation – We continue to invest in our core businesses while targeting a lower debt leverage ratio.

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

For the periods presented of the ERP and System Modernization, we have recognized the following, reported in Other Costs:

Upon deployment of the ERP in our U.S. RWCS business in the third quarter of 2023, certain costs became incremental information technology ongoing costs for running the new system, including maintenance, licensing, and depreciation expenses. North America continues to invest in certain ERP enhancements. Our international ERP system modernization includes enhancements and upgrades associated with European based RWCS and SID operations. We will continue to incur the current level of costs to maintain the legacy suite of applications also used by our businesses during the system modernization.

See table above of certain key priorities and other significant matters for intangible amortization expenses from acquisitions for the periods presented and how they are classified in the Condensed Consolidated Statements of (Loss) Income. The decrease in intangible amortization expense is a result of divestitures and certain intangible assets that have reached the end of their useful lives.

See table above of certain key priorities and other significant matters for operational optimization for the periods presented, and how they are classified in the Condensed Consolidated Statements of (Loss) Income.

In February 2024, the Company recognized Operational Optimization severance charges of $5.0 million related to a workforce reduction, in our North America and International segments, which is expected to provide annual savings of approximately $21.0 million to $24.0 million beginning in the first half of 2024. We had also reduced our overall workforce in our retained businesses through careful hiring and managing attrition which is expected to provide annual savings of approximately $11.0 million to $13.0 million in 2024.

In October of 2023, the Company recognized Operational Optimization charges of $4.1 million primarily related to severance associated with workforce reduction, split between North America and International segments, and closure of an International facility. These workforce reduction actions are expected to provide annual savings of approximately $8.0 million in 2024.

As we continue to consider each Operational Optimization activity, the amount, the timing and recognition of charges will be affected by the occurrence of commitments and triggering events as defined under U.S. GAAP, among other factors. For additional information, see Part I, Item I. Financial Statements; Note 4 — Restructuring, Divestitures, and Impairments in the Condensed Consolidated Financial Statements.

See table above of certain key priorities and other significant matters for portfolio optimization (including Divestiture losses, net and impairments) for the periods presented, and how they are classified in the Condensed Consolidated Statements of (Loss) Income. Consulting and professional fees are reported in Other Costs, while Divestiture losses, net and impairments are included in their respective segment.

We regularly evaluate the competitive environment and consider opportunistic acquisitions to strengthen our core businesses. We believe acquisitions, when appropriately valued and constructively integrated, are an efficient way to gain customers, scale treatment operations, and build customer density for transportation. We expect to focus on accretive tuck-in acquisitions. For additional information, see Part I, Item I. Financial Statements; Note 3 — Acquisition in the Condensed Consolidated Financial Statements.

We evaluate our portfolio of services on an ongoing basis with a country-by-country and service line-by-service line approach to assess long-term potential and identify potential business candidates for divestiture. Resulting divestitures or pending transactions may cause us to record significant charges, including those related to goodwill, other intangible assets, long-lived assets, and cumulative translation adjustments.

The Company anticipates additional impacts for the Spain and Portugal transaction related to estimated transaction costs, foreign exchange volatility, and adjustments to working capital, prior to close and subsequently based upon the terms of the applicable agreement. Operating results for the businesses will be excluded from the financial statements subsequent to the close date of the applicable transaction.

As part of our long-term strategy for improving profitability and return on invested capital, and more recently as part of the portfolio optimization component of Business Transformation, we continue to evaluate the performance of our entire portfolio of assets and businesses. Divestitures resulting from this strategy may cause us to record significant charges, including those related to goodwill, other intangible assets, long-lived assets, and cumulative translation adjustments. In addition, divestitures we complete may not yield the targeted improvements in our business. Any charges that we are required to record or the failure to achieve the intended financial results associated with the portfolio rationalization strategy could have a material adverse effect on our business, financial condition or results of operations.

We will continue impairment testing annually or as otherwise required by applicable accounting standards. Our evaluation is based on the assumption that these assets or businesses will continue to be operated by us until they are disposed of by us. For additional information, see Part I, Item I. Financial Statements; Note 4 — Restructuring, Divestitures, and Impairments in the Condensed Consolidated Financial Statements.

See table above of certain key priorities and other significant matters for impairments for the periods presented and how they are classified in the Condensed Consolidated Statements of (Loss) Income.

We perform our goodwill impairment testing annually or more frequently if events or changes in circumstances indicate goodwill might be impaired. Long-lived assets, such as property, plant, and equipment and amortizing intangible assets are reviewed whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The recent portfolio optimization (the approved plan to exit operations and subsequent definitive agreement to divest our Spain and Portugal operations) will be factored into the annual impairment analysis related to our Europe reporting unit. We will continue to work with our third-party valuation specialists to appropriately capture these factors in our annual goodwill impairment test during the fourth quarter or if recoverability tests are required for long-lived assets.

Impairment charges may be recognized in future periods to the extent changes in factors or circumstances occur, including deterioration in the macroeconomic environment or in the equity markets, including the market value of our common shares, deterioration in our performance or our future projections, or changes in our plans for one or more reporting units or specified long-lived assets, among other factors. For additional information, see Part I, Item I. Financial Statements; Note 4 — Restructuring, Divestitures, and Impairments in the Condensed Consolidated Financial Statements.

We operate in highly regulated industries and must address regulatory inquiries or respond to investigations from time to time. We have also been involved in a variety of civil litigation from time to time. Certain of these matters are detailed in Part I, Item I. Financial Statements; Note 9 — Commitments and Contingencies in the Condensed Consolidated Financial Statements. Our financial results may also include considerations of non-recurring matters including settlements, environmental remediation, and legal related consulting and professional fees.

See table above of certain key priorities and other significant matters for litigation, settlements and regulatory compliance charges. Among other things, the table reflects consulting and professional fees (including FCPA monitoring fees which commenced in 2023 and ended in the third quarter of 2024), certain contingent liability provisions and settlements, indirect tax provisions and credits impacting our business for the periods presented, primarily in Other Costs. See Part I, Item I. Financial Statements; Note 9 — Commitments and Contingencies in the Condensed Consolidated Financial Statements for additional details.

During the three and nine months ended September 30, 2024, in connection with the Merger, we incurred approximately $3.4 million and $11.6 million, respectively, of transaction-related expenses (legal, advisory, and other related fees), reported in SG&A. For additional information, see Part I, Item I. Financial Statements; Note 10 — Proposed Plan of Merger in the Condensed Consolidated Financial Statements.

We analyze revenues by revenue service category and reportable segment which were as follows:

(1)Components of Change % in summation may not crossfoot to the total Change % due to rounding.

(2)Organic growth is change in Revenues which includes SOP pricing and volume and excludes impacts of divestitures, an acquisition, and foreign exchange rates.

(3)See Part I, Item I. Financial Statements; Note 3 — Acquisition in the Condensed Consolidated Financial Statements for more detail.

(4)See Part I, Item I. Financial Statements; Note 4 — Restructuring, Divestitures, and Impairments in the Condensed Consolidated Financial Statements for more detail.

(5)The comparisons at constant currency rates (foreign exchange) reflect comparative local currency balances at prior period’s foreign exchange rates. We calculated these percentages by taking current period reported Revenues less the respective prior period reported Revenues, divided by the prior period reported Revenues, all at the respective prior period’s foreign exchange rates. This measure provides information on the change in Revenues assuming that foreign currency exchange rates have not changed between the prior and the current period. Management believes this measure aids in the understanding of changes in Revenues without the impact of foreign currency.

Revenues for the third quarter of 2024 were $648.4 million, a decrease of $5.1 million, or 0.8%, compared to $653.5 million for the third quarter of 2023. The decrease was primarily due to divestitures of $3.9 million and lower organic revenues of $3.7 million. This decrease was partially offset by acquisition related revenues of $1.4 million and favorable foreign exchange rates of $1.1 million. Organic revenues in RWCS grew $0.7 million, while SID organic revenues were lower by $4.4 million. The decline in SID was mainly due to lower commodity-indexed revenues of $4.6 million, which was partially offset by higher SID service revenues of $0.2 million.

Revenues for the nine months ended September 30, 2024 were $1,974.9 million, a decrease of $32.4 million, or 1.6%, compared to $2,007.3 million for the nine months ended September 30, 2023. The decrease was primarily due to divestitures of $32.6 million and lower organic revenues of $6.9 million, which was partially offset by acquisition related revenues of $3.8 million and favorable foreign exchange rates of $3.3 million. Organic revenues in RWCS grew $16.5 million, mainly driven by pricing levers, while SID organic revenues were lower by $23.4 million. The decline in SID was mainly due to lower commodity-indexed revenues of $32.1 million, which was partially offset by higher SID service revenues of $8.7 million.

North America revenues decreased $2.7 million, or 0.5%, for the three months ended September 30, 2024, to $554.4 million from $557.1 million for the three months ended September 30, 2023. Organic revenues decreased $3.5 million, or 0.7%, mainly due to continued market challenges with our national customers. Additionally, RWCS organic revenues were impacted by reduced volumes from certain maritime customers in North America, which was partially offset by our pricing levers. SID organic revenues were impacted by lower commodity-indexed revenues, which were partially offset by higher SID service revenues.

North America revenues decreased $4.5 million, or 0.3%, for the nine months ended September 30, 2024, to $1,691.2 million from $1,695.7 million for the nine months ended September 30, 2023. Organic revenues decreased $7.3 million, or 0.4%, mainly as a result of lower SID commodity-indexed revenues and continued headwinds in SID service stops with our national customers, which were partially offset by higher SID service revenues. This decrease was partially offset by increased RWCS organic revenues, which was mainly driven by our pricing levers.

International revenues decreased $2.4 million, or 2.5%, for the three months ended September 30, 2024, to $94.0 million from $96.4 million for the three months ended September 30, 2023. This decrease was primarily due to the impact of divestitures of $3.9 million, or 4.0% and lower organic revenues of $0.2 million or 0.1%, partially offset by favorable foreign exchange rates of $1.7 million, or 1.7%. RWCS organic revenues were higher due to pricing levers and SID organic revenues were lower due to decreased service revenues.

International revenues decreased $27.9 million, or 9.0%, for the nine months ended September 30, 2024, to $283.7 million from $311.6 million for the nine months ended September 30, 2023. This decrease was primarily due to the impact of divestitures of $32.6 million, or 10.4%, partially offset by favorable foreign exchange rates of $4.3 million, or 1.4% and higher organic revenues of $0.4 million or 0.2%. RWCS organic revenues were higher due to pricing levers which was partially offset by lower SID organic revenues due to decreased commodity-indexed revenues coupled with lower service stops.