In re STERICYCLE

 
 
UNITED STATES OF AMERICA 
Before the 
SECURITIES AND EXCHANGE COMMISSION 
SECURITIES EXCHANGE ACT OF 1934 
Release No. 94760 / April 20, 2022 
ADMINISTRATIVE PROCEEDING  
File No. 3 - 20826 
In the Matter of 
STERICYCLE, INC., 
Respondent. 
ORDER INSTITUTING CEASE-AND-
DESIST PROCEEDINGS PURSUANT TO 
SECTION 21C OF THE SECURITIES 
EXCHANGE ACT OF 1934, MAKING 
FINDINGS, AND IMPOSING A CEASE-
AND-DESIST ORDER 
 
 
 
I. 
The Securities and Exchange Commission (“Commission”) deems it appropriate that 
cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 
Securities Exchange Act of 1934 (“Exchange Act”), against Stericycle, Inc. (“Stericycle” or 
“Respondent”). 
II. 
In anticipation of the institution of these proceedings, Respondent has submitted an Offer 
of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 
purpose of these proceedings and any other proceedings brought by or on behalf of the 
Commission, or to which the Commission is a party, Respondent admits the Commission’s 
jurisdiction over it and the subject matter of these proceedings, and consents to the entry of this 
Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities 
Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as 
set forth below. 
III. 
On the basis of this Order and Respondent’s Offer, the Commission finds that: 
Summary 
1. This matter concerns violations of the anti-bribery, books and records, and 
internal accounting controls provisions of the Foreign Corrupt Practices Act of 1977 (the 
“FCPA”) [15 U.S.C. 78dd] by Stericycle, a world-wide provider of medical waste and other 

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services.  From at least 2012 to 2016, Stericycle paid millions of dollars in the form of hundreds 
of bribe payments to obtain and maintain business from government customers in Brazil, 
Mexico, and Argentina, as well as to obtain authorization for priority release of payments owed 
under government contracts.  The improper payments were not accurately reflected in 
Stericycle’s books and records, and Stericycle failed to have sufficient internal accounting 
controls in place to detect or prevent the misconduct.  As a result of these violations, Stericycle 
benefitted by approximately $22.2 million. 
Respondent 
2. Stericycle, a Delaware corporation based in Bannockburn, Illinois, operates in 
various fields including medical waste services.  Stericycle’s common stock is registered with 
the Commission under Section 12(g) of the Exchange Act and trades on The Nasdaq National 
Market LLC under the Ticker “SRCL.”  Stericycle files periodic reports with the Commission 
pursuant to Section 13(a) of the Exchange Act and related rules thereunder. 
3. During the relevant period, Stericycle operated through wholly-owned 
subsidiaries in Brazil (“Stericycle Brazil”), Mexico (“Stericycle Mexico”), and Argentina 
(“Stericycle Argentina”).  Stericycle established a Latin America division based in Miami, 
Florida, in 2013 with responsibility for and management of the operations, financial reporting, 
and books and records of Stericycle Brazil, Stericycle Mexico, and Stericycle Argentina. 
Background 
4. Stericycle first entered the Latin America market in 1997, and rapidly expanded 
in Latin America through the acquisition of many local businesses in Argentina, Brazil, and 
Mexico.  The prior local business owners continued to run the operations in each country.  Each 
country had an executive team that reported to, among others, a former Stericycle executive 
responsible for all of Latin America (the “LatAm Executive”).  The LatAm Executive reported 
directly to Stericycle executives at Stericycle’s corporate headquarters. 
5. The LatAm Executive established an executive office in Miami, Florida as 
headquarters for Stericycle’s Latin America operations, and personally relocated from Mexico to 
Miami in 2015. 
6. Despite risks inherent in its business, Stericycle lacked sufficient internal 
accounting controls with respect to its international business in Latin America.  As Stericycle 
grew in Latin America through acquisition, the accounting processes and systems remained 
mostly decentralized with neither uniformity nor proper oversight, resulting in internal control 
deficiencies.  Additionally, Stericycle had no centralized compliance department and failed to 
implement its FCPA policies or procedures prior to 2016. 
7. For reporting periods from at least 2012 through the first quarter of 2016, the 
LatAm Executive, along with executives of Stericycle Brazil and Stericycle Mexico with 
knowledge of the bribery scheme in their respective countries, signed and transmitted numerous 
sub-certification letters in which they falsely stated that they were not aware of any actual or 
potential material event in their region, including any actual or alleged violation of any 
applicable law. 

 3 
 
Brazil 
8. Stericycle first entered the Brazil market in 2010 by acquiring a few regional 
businesses, and one of the prior owners became a Stericycle Brazil executive.  Stericycle 
expanded throughout Brazil through acquisition of local and regional businesses.  Stericycle 
Brazil executives, with the assistance of certain Stericycle Brazil employees and knowledge and 
authorization of the LatAm Executive, operated a bribery scheme to obtain or retain their 
business as well as to obtain authorization for priority release of payments of outstanding 
invoices owed under government contracts.  The bribery scheme involved the creation and use of 
sham third-party vendors that issued false invoices on Stericycle Brazil’s behalf to conceal the 
delivery of substantial cash payments by Stericycle Brazil employees or through third-party 
intermediaries to approximately 25 government customers. 
9. From at least 2012, Stericycle Brazil operated the bribery scheme orchestrated by 
Stericycle Brazil executives.   Stericycle Brazil finance employees, one of whom reported 
directly to a Stericycle Brazil executive, complied with frequent requests from Stericycle Brazil 
executives to effectuate and document the bribery scheme.  Stericycle Brazil executives 
authorized cash withdrawals to be used for bribe payments.  Substantial amounts of cash were 
also kept on site in the corporate office for immediate use as bribe payments. 
10. The Stericycle Brazil executives went to great lengths to provide cover for bribe 
payments in Stericycle’s books and records.  In September 2012, Stericycle Brazil executives 
formed a sham third-party vendor that purportedly provided accounts receivable collection 
services to Stericycle Brazil, which were never provided.  Rather, the sham third-party vendor 
issued false invoices that Stericycle Brazil used to support the bribe payments in its books and 
records.  Each month, Stericycle Brazil finance employees estimated the amount of cash 
withdrawals attributable to the bribe payments.  At the end of the month, Stericycle Brazil 
finance employees requested false invoices from the sham third-party vendor in the amount of 
the preceding month’s estimated cash withdrawals used for bribes.  These invoices for purported 
debt collection services concealed the true purpose of the payments.  The invoiced amounts were 
recorded in Stericycle’s general ledger, and the cash withdrawals appeared in company bank 
statements.  In 2015, a Stericycle Brazil executive formed two other sham third-party vendors to 
continue the same scheme. 
11. The bribery scheme in Brazil was documented through the maintenance of 
multiple spreadsheets.  In 2013, Stericycle Brazil finance employees were responsible for 
documenting the bribery scheme at the direction of a Stericycle Brazil executive.  The Stericycle 
Brazil finance employees maintained spreadsheets which identified the government customers 
receiving bribes and the corresponding amount (either a set percentage of revenue or fixed 
amount), and the Stericycle Brazil employee responsible for retrieving the cash and delivering 
the bribe payments either directly or through a third-party intermediary.  The spreadsheets 
contained entries, organized by month and region, of both the total amount of bribes paid and the 
amounts of the fake invoices used to provide cover for cash withdrawals.  The Stericycle Brazil 
finance employees stored these spreadsheets on Stericycle’s servers, and the Stericycle Brazil 
executives and the LatAm Executive had knowledge of the payments by, among other things, 
receiving one or more copies of these spreadsheets. 

 4 
 
12. Stericycle Brazil maintained these tracking spreadsheets until early 2016, and the 
amounts on the sham third-party invoices are reflected in the general ledger as a reduction of 
revenues or as selling, general and administrative expenses. 
Mexico 
13. Stericycle first entered the Mexico market by entering into a joint venture with a 
business owned by the LatAm Executive.  The bribery scheme in Mexico involved fake invoices 
from third-party vendors to cover cash payments to government officials. 
14. Stericycle Mexico employees maintained Excel spreadsheets on Stericycle’s 
servers documenting the scheme.  The spreadsheets identified invoices from approximately 45 
third-party vendors which purported to provide otherwise undocumented consulting and market 
research services.  The spreadsheets linked invoices to payments to government officials, 
including the name of the customer and calculation of the bribe as a fixed amount or percentage 
of the customer’s invoice value.  Some spreadsheets also detailed the recipient of the bribe and 
method of delivery (cash versus wire transfer).  These spreadsheets were sent to, among others, 
the LatAm Executive and a Stericycle Mexico executive on Stericycle’s servers. 
15. In 2016, three Stericycle Mexico executives told a Stericycle executive of the 
scheme in Mexico to pay bribes as well as to obtain authorization for priority release of 
payments owed under government contracts.  One of the Stericycle Mexico executives provided 
an Excel spreadsheet with revenue loss projections if Stericycle Mexico were to cease paying 
bribes to its two largest government customers. 
Argentina 
16. Stericycle first entered the Argentina market in 2000.  Stericycle Argentina 
executives and other employees operated a scheme involving the payment of bribes to 
government officials in certain provinces to secure payments of invoices for services to 
government-owned hospitals and healthcare facilities.  The bribery scheme occurred between at 
least 2012 to 2016, and was authorized and overseen by Stericycle Argentina executives and the 
LatAm Executive. 
17. In June 2012, Stericycle entered into a contract to provide medical waste disposal 
services to a government customer in one province of Argentina.  Government officials in that 
province required that Stericycle Argentina pay bribes that typically totaled 15% of the invoice 
amount, less taxes.  Stericycle Argentina executives authorized these payments, and the cash was 
then delivered to a government official at various locations.   
18. Stericycle Argentina maintained various documents in furtherance of the bribery 
scheme.  For example, email communications referenced bribe payments in one province using 
words such as “comision,” “IP,” and “alfa” (short for alfajores, a sweet cookie popular in 
Argentina).  Stericycle Argentina employees also exchanged a spreadsheet comparing actual and 
projected revenue with a line item for “Alfa” underneath Stericycle’s “Commercial Expenses.”  
This line item was generated via an Excel formula that calculated the bribe value based on a 
percentage of projected government customer revenue in that province.   

 5 
 
19. A Stericycle Argentina executive also maintained separate Excel spreadsheets that 
tracked the expenses and revenues for business units in other provinces in Argentina.  
Spreadsheets for some business units included income statement line items within “Sales and 
Administrative Expenses” for “IP,” “IP Comisiones,” or “IP Atenciones.”  In one province, the 
IP value from May to August 2015 was generated via an Excel formula for a percentage of 
certain government customer revenue listed elsewhere on the spreadsheet.  For almost all of 
2012 to 2016, the government customer revenue on the spreadsheet for that province matched 
revenue associated with a government customer that was recorded in Stericycle’s general ledger. 
LEGAL STANDARDS AND FCPA VIOLATIONS 
20. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease-
and-desist order upon any person who is violating, has violated, or is about to violate any 
provision of the Exchange Act or any rule or regulation thereunder, and upon any other person 
that is, was, or would be a cause of the violation, due to an act or omission the person knew or 
should have known would contribute to such violation. 
Stericycle Violated Exchange Act Section 30A 
21. The anti-bribery provisions of the FCPA, Section 30A of the Exchange Act, make 
it unlawful for any issuer with a class of securities registered pursuant to Section 12 of the 
Exchange Act, or any employee or agent of such issuer, to make use of the mails or any means or 
instrumentality of interstate commerce corruptly in furtherance of an effort to pay or offer to pay 
anything of value to foreign officials for the purpose of influencing their official decision-
making, in order to assist in obtaining or retaining business.  As a result of the conduct described 
above, Stericycle violated Exchange Act Section 30A. 
Stericycle Violated Exchange Act Section 13(b)(2)(A) 
22. Section 13(b)(2)(A) of the Exchange Act requires issuers to make and keep 
books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the 
transactions and disposition of the assets of the issuer.  As described above, Stericycle’s books 
and records did not accurately reflect outgoing and incoming transactions.  Therefore, Stericycle 
violated Exchange Act Section 13(b)(2)(A). 
Stericycle Violated Exchange Act Section 13(b)(2)(B) 
23. Section 13(b)(2)(B) of the Exchange Act requires all reporting companies to 
devise and maintain a system of internal accounting controls sufficient to provide reasonable 
assurances that, among other things, transactions were executed in accordance with 
management’s general or specific authorization and that access to assets was permitted only in 
accordance with management’s general or specific authorization.  As described above, Stericycle 
failed to implement such a system of internal accounting controls.  By this conduct, Stericycle 
violated Exchange Act Section 13(b)(2)(B). 

 6 
 
DEFERRED PROSECUTION AGREEMENT 
24. Stericycle has entered into a three-year deferred prosecution agreement with the 
United States Department of Justice by which Stericycle acknowledges responsibility for 
criminal conduct relating to certain findings in the Order. 
DISGORGEMENT AND CIVIL PENALTIES 
25. The disgorgement and prejudgment interest ordered in paragraph IV.C is 
consistent with equitable principles, does not exceed Stericycle’s net profits from its violations, 
and returning the money to Stericycle would be inconsistent with equitable principles.  
Therefore, in these circumstances, distributing disgorged funds to the U.S. Treasury is the most 
equitable alternative.  The disgorgement and prejudgment interest ordered in paragraph IV.C 
shall be transferred to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the 
Exchange Act. 
26. Stericycle acknowledges that the Commission is not imposing a civil penalty 
based upon the imposition of a $52.5 million criminal fine as part of its resolution with the 
Department of Justice. 
STERICYCLE’S REMEDIAL EFFORTS AND COOPERATION 
27. In determining to accept the Offer, the Commission considered remedial acts 
undertaken by Stericycle and cooperation afforded the Commission staff.  Stericycle’s 
cooperation included sharing facts developed in the course of its own internal investigations and 
forensic accounting reviews, translating key documents and making employees available for 
interviews, including voluntarily facilitating interviews in the United States of foreign-based 
employees. 
28. Stericycle’s remediation included the termination of employees and third parties 
responsible for the misconduct and enhancements to its internal accounting controls.  Stericycle 
created a compliance organization, including hiring an experienced Chief Ethics and Compliance 
Officer as well as local compliance staff, enhanced its policies and procedures and compliance 
communications, and introduced training of employees on anti-bribery issues. 
UNDERTAKINGS 
29. Respondent undertakes to engage an Independent Compliance Monitor and report 
to the Commission staff periodically pursuant to the provisions set forth in Attachment A of the 
Order. 
30. Respondent undertakes to require the Independent Compliance Monitor to enter 
into an agreement that provides that for the period of engagement and for a period of two years 
from completion of the engagement, the Independent Compliance Monitor shall not enter into 
any employment, consultant, attorney-client, auditing or other professional relationship with 
Respondent, or any of its present or former affiliates, directors, officers, employees, or agents 
acting in their capacity.  The agreement will also provide that the Independent Compliance 
Monitor will require that any firm with which he/she is affiliated or of which he/she is a member, 

 7 
 
and any person engaged to assist the Independent Compliance Monitor in performance of his/her 
duties under this Order shall not, without prior written consent of the Division of Enforcement, 
enter into any employment, consultant, attorney-client, auditing or other professional relationship 
with Respondent, or any of its present or former affiliates, directors, officers, employees, or 
agents acting in their capacity as such for the period of the engagement and for a period of two 
years after the engagement. 
31. The reports by the Independent Compliance Monitor and periodic reviews and 
reports submitted by Respondent will likely include confidential financial, proprietary, 
competitive business or commercial information.  Public disclosure of the reports could 
discourage cooperation, impede pending or potential government investigations or undermine 
the objectives of the reporting requirement.  For these reasons, among others, the reports and 
the contents thereof are intended to remain and shall remain non-public, except (1) pursuant to 
court order, (2) as agreed to by the parties in writing, (3) to the extent that the Commission 
determines in its sole discretion that disclosure would be in furtherance of the Commission’s 
discharge of its duties and responsibilities, or (4) as otherwise required by law. 
32. Respondent shall certify, in writing, compliance with the undertakings set forth 
above.  The certification shall identify the undertakings, provide written evidence of compliance 
in the form of a narrative, and be supported by exhibits sufficient to demonstrate compliance.  
The Commission staff may make reasonable requests for further evidence of compliance, and 
Respondent agrees to provide such evidence.  The certification and supporting material shall be 
submitted to Eric Busto and Jessica Weissman, Assistant Regional Directors, Division of 
Enforcement, U.S. Securities and Exchange Commission, 801 Brickell Avenue, Suite 1950, 
Miami, FL 33131, with a copy to the Office of Chief Counsel of the Enforcement Division, no 
later than sixty (60) days from the date of the completion of the undertakings. 
IV. 
In view of the foregoing, the Commission deems it appropriate to impose the sanctions 
agreed to in Respondent’s Offer. 
Accordingly, it is hereby ORDERED that: 
A. Pursuant to Section 21C of the Exchange Act, Respondent Stericycle cease and 
desist from committing or causing any violations and any future violations of Sections 30A, 
13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act. 
B. Respondent shall comply with the undertakings enumerated in Paragraphs 29-32 
above. 
C. Respondent shall pay disgorgement of $22,184,981.00 and prejudgment interest 
of $5,999,258.80 to the Securities and Exchange Commission for transfer to the general fund of 
the United States Treasury, subject to Exchange Act Section 21F(g)(3).  Respondent shall 
receive a disgorgement offset of up to $4,196,719 (1/3 of Respondent’s net profits from its 
violations related to Brazil) based on the U.S. dollar value of any disgorgement paid to the 
Brazilian Controladoria-Geral Da União/Advocacia-Geral da União and the Ministério Publico 
Federal (“Brazilian Authorities”) reflected by evidence acceptable to the Commission staff in its 

 8 
 
sole discretion, in a parallel proceeding against Respondent in Federal Court in Brazil concerning 
the same underlying conduct related to Brazil of this Order.  Such evidence of payment shall 
include a copy of the wire transfer or other evidence of the amount of the payment, the date of 
the payment, and the name of the government agency to which payment was made.  To receive 
this offset, Respondent must make the above-identified payments within 12 months from the date 
of this Order.  Any amounts not paid as an offset within the specified time shall be immediately 
due to the U.S. Securities and Exchange Commission. Respondent shall, within 30 days of the 
entry of this Order, pay $23,987,520.80 to the Securities and Exchange Commission for transfer 
to the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 
timely payment is not made, additional interest shall accrue pursuant to SEC Rule of Practice 
600.   
Payment must be made in one of the following ways: 
(1) Respondent may transmit payment electronically to the Commission, 
which will provide detailed ACH transfer/Fedwire instructions upon 
request; 
(2) Respondent may make direct payment from a bank account via Pay.gov 
through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 
(3) Respondent may pay by certified check, bank cashier’s check, or United 
States postal money order, made payable to the Securities and Exchange 
Commission and hand-delivered or mailed to: 
Enterprise Services Center 
Accounts Receivable Branch 
HQ Bldg., Room 181, AMZ-341 
6500 South MacArthur Boulevard 
Oklahoma City, OK 73169 
  

 9 
 
Payments by check or money order must be accompanied by a cover letter identifying 
Stericycle, Inc. as a Respondent in these proceedings, and the file number of these proceedings; a 
copy of the cover letter and check or money order must be sent to Glenn S. Gordon, Associate 
Regional Director, Division of Enforcement, Securities and Exchange Commission, 801 Brickell 
Avenue, Suite 1950, Miami, FL 33131. 
By the Commission. 
 
 
Vanessa A. Countryman  
Secretary 

 10 
 
Attachment A 
Independent Compliance Monitor 
Retention of Monitor and Term of Engagement 
1. Stericycle, Inc. (“Company”) shall engage an independent compliance monitor 
(the “Monitor”) not unacceptable to the staff of the Commission within sixty (60) calendar days 
of the issuance of the Order.  The Monitor shall have, at a minimum, the following: (i) 
demonstrated expertise with respect to the FCPA and other applicable anti-corruption laws, 
including experience counseling on FCPA issues; (ii) experience designing or reviewing 
corporate compliance policies, procedures, and internal accounting controls, including FCPA and 
anticorruption policies and procedures; (iii) the ability to access and deploy resources as 
necessary to discharge the Monitor’s duties; and (iv) sufficient independence from the Company 
to ensure effective and impartial performance of the Monitor’s duties.  The Commission staff 
may extend the Company’s time period to retain the Monitor, in its sole discretion.  If the 
Monitor resigns or is otherwise unable to fulfill the obligations herein, the Company shall within 
twenty (20) calendar days recommend a pool of three qualified Monitor candidates from which 
the Commission staff will choose a replacement.   
2. The Company shall retain the Monitor for a period of not less than twenty-four 
(24) months from the date the Monitor is retained (the “Term of the Monitorship”), unless the 
Commission staff finds, in its sole discretion, that there exists a change in circumstances 
sufficient to terminate the Monitorship early or extend the Monitorship as set forth in paragraphs 
24-25 (Termination or Extension of Monitorship). 
Company’s Obligations 
3. The Company shall cooperate fully with the Monitor and provide the Monitor 
with access to all non-privileged information, documents, books, records, facilities, and 
personnel as reasonably requested by the Monitor, which fall within the Monitor’s mandate; such 
access shall be provided consistent with the Company’s and the Monitor’s obligations under 
applicable local laws and regulations, including but not limited to, applicable data privacy and 
national security laws and regulations.  The Company shall use its best efforts, to the extent 
reasonably requested, to provide the Monitor with access to the Company’s former employees, 
third party vendors, agents, and consultants.  The Company does not intend to waive the 
protection of the attorney work product doctrine, attorney-client privilege, or any other privilege 
applicable as to third parties. 
4. The parties agree that no attorney-client relationship shall be formed between the 
Company and the Monitor.  In the event that the Company seeks to withhold from the Monitor 
access to information, documents, books, records, facilities, current or former personnel of the 
Company, its third-party vendors, agents, or consultants that may be subject to a claim of 
attorney-client privilege or to the attorney work-product doctrine, or where the Company 
reasonably believes production would otherwise be inconsistent with the applicable law, the 
Company shall work cooperatively with the Monitor to resolve the matter to the satisfaction of 
the Monitor.  If, during the Term of the Monitorship, the Monitor believes that the Company is 
unreasonably withholding access on the basis of a claim of attorney-client privilege, attorney 

 11 
 
work-product doctrine, or other asserted applicable law, and cannot resolve the matter 
cooperatively with the Company, the Monitor shall notify the Commission staff. 
5. Upon entry of this Order and during the Term of the Monitorship, should the 
Company learn of credible evidence or allegations of corrupt payments, false books, records, or 
accounts, or the failure to implement adequate internal accounting controls, the Company shall 
promptly report such credible evidence or allegations to the Commission staff.  Any disclosure 
by the Company to the Monitor concerning credible evidence of corrupt payments, false books 
and records, or internal accounting control issues shall not relieve the Company of any otherwise 
applicable obligation to truthfully disclose such matters to the Commission staff. 
Monitor’s Mandate 
6. The Monitor shall review and evaluate the effectiveness of the Company’s 
policies, procedures, practices, internal accounting controls, recordkeeping, SOX controls, and 
financial reporting processes (collectively, “Policies and Procedures”), as they relate to the 
Company’s current and ongoing compliance with the anti-bribery, books and records, and 
internal accounting controls provisions of the FCPA and other applicable anti-corruption laws 
(collectively, “Anticorruption Laws”), and make recommendations reasonably designed to 
improve the effectiveness of the Company’s Policies and Procedures and FCPA corporate 
compliance program (the “Mandate”).  This Mandate shall include an assessment of the Board of 
Directors’ and Executive Leadership Team’s commitment to, and effective implementation of, 
the Policies and Procedures and FCPA corporate compliance program.  In carrying out the 
Mandate, to the extent appropriate under the circumstances, the Monitor may coordinate with the 
Company personnel, including in-house counsel or through designated outside counsel, 
compliance personnel, and internal auditors.  To the extent the Monitor deems appropriate, he or 
she may rely on the Company’s processes, and on sampling and testing methodologies.  The 
Monitor’s reviews should use a risk-based approach, and thus, the Monitor is not expected to 
conduct a comprehensive review of all business lines, all business activities, and all markets.  
Any disputes between the Company and the Monitor with respect to the Work Plan shall be 
decided by the Commission staff in its sole discretion. 
7. During the Term of the Monitorship, the Monitor shall conduct an initial (“first”) 
review and prepare a first report, followed by at least one follow-up (“second”) review and 
report, and issue a Certification Report if appropriate, as described below. 
Initial Review and Report 
8. Promptly upon being retained, the Monitor shall prepare a written Work Plan, 
which shall be submitted to the Company and the Commission staff for comment no later than 
thirty (30) days after being retained. 
9. In order to conduct an effective Initial Review and to understand fully any 
existing deficiencies in the Company’s Policies and Procedures and FCPA corporate compliance 
program, the Monitor’s Work Plan shall include such steps as are reasonably necessary to 
understand the Company’s business and its global anti-corruption risks.  The steps shall include: 
(a) inspection of relevant documents, including the internal accounting controls, recordkeeping, 

 12 
 
and financial reporting policies and procedures as they relate to the Company’s compliance with 
the books and records, internal accounting controls, and anti-bribery provisions of the FCPA and 
other applicable anti-corruption laws; (b) onsite observation of selected systems and procedures 
comprising the Company’s Policies and Procedures and FCPA corporate compliance program, 
including anticorruption compliance procedures, internal accounting controls, recordkeeping, 
due diligence, and internal audit procedures, including at sample sites; (c) meetings with, and 
interviews of, as relevant, the Company employees, officers, directors, and, where appropriate 
and feasible, its third-party vendors, agents, or consultants and other persons at mutually 
convenient times and places; and (d) risk-based analyses, studies, and testing of the Company’s 
FCPA corporate compliance program. 
10. The Monitor may take steps as reasonably necessary to develop an understanding 
of the facts and circumstances surrounding prior FCPA violations that gave rise to this action or 
violations of other applicable Anticorruption Laws, but shall not conduct his or her own inquiry 
into those historical events. 
11. After receiving the Initial Review Work Plan, the Company and Commission staff 
shall provide any comments concerning the Initial Review Work Plan within fifteen (15) 
calendar days to the Monitor.  Any disputes between the Company and the Monitor with respect 
to the Initial Review Work Plan shall be decided by the Commission staff in its sole discretion.  
Following comments by the Company and Commission staff, the Monitor will have ten (10) 
calendar days to submit a Final Initial Review Work Plan. 
12. The Initial Review shall commence no later than sixty (60) calendar days from the 
date of the engagement of the Monitor (unless otherwise agreed by the Company, the Monitor, 
and the Commission staff).  The Monitor shall issue a written report within one hundred twenty 
(120) calendar days of commencing the Initial Review, setting forth the Monitor’s assessment 
and, if necessary, making recommendations reasonably designed to improve the effectiveness of 
the Company’s Policies and Procedures and FCPA corporate compliance program as they relate 
to the Company’s compliance with the FCPA and other applicable Anticorruption Laws. The 
Monitor should consult with the Company concerning his or her findings and recommendations 
on an ongoing basis and should consider the Company’s comments and input to the extent the 
Monitor deems appropriate.  The Monitor may also choose to share a draft of his or her report 
with the Company and Commission staff prior to finalizing it.  The Monitor shall provide the 
report to the Board of Directors of the Company and contemporaneously transmit a copy to 
Commission staff. 
13. Within one hundred and twenty (120) calendar days after receiving the Monitor’s 
Initial Review Report, the Company shall adopt and implement all recommendations in the 
report, provided, however, that as to any recommendation that the Company considers unduly 
burdensome, impractical, costly, or inconsistent with applicable law or regulation, the Company 
need not adopt that recommendation at that time, but may submit in writing to the Monitor and 
the Commission staff within thirty (30) calendar days of receiving the report, an alternative 
policy, procedure, or system designed to achieve the same objective or purpose. 
14. In the event the Company and the Monitor are unable to agree on an acceptable 
alternative proposal, the Company shall promptly consult with the Commission staff.  Any 

 13 
 
disputes between the Company and the Monitor with respect to the recommendations shall be 
decided by the Commission staff in its sole discretion.  The Commission staff shall consider the 
Monitor’s recommendation and the Company’s reasons for not adopting the recommendation in 
determining whether the Company has fully complied with its obligations.  Pending such 
determination, the Company shall not be required to implement any contested 
recommendation(s). 
15. With respect to any recommendation that the Monitor determines cannot 
reasonably be implemented within one hundred-twenty (120) days after receiving the report, the 
Monitor may extend the time period for implementation with prior written approval of the 
Commission staff. 
Follow-Up Reviews 
16. The Monitor shall conduct a minimum of one Follow-Up Review.  The Monitor 
shall submit a written work plan for each follow-up review to the Company and Commission 
staff at least thirty (30) days prior to commencing any follow-up review.  The Company and 
Commission staff shall provide any comments concerning the work plan within fifteen (15) 
calendar days in writing to the Monitor.  Any disputes between the Company and the Monitor 
with respect to the written work plan shall be decided by the Commission staff in its sole 
discretion.  Following comments by the Company and Commission staff, the Monitor will have 
ten (10) calendar days to make revisions to the follow-up work plan. 
17. The Monitor shall commence the follow-up review pursuant to the work plan no 
later than one hundred-twenty (120) calendar days after the issuance of the initial report, or 
applicable follow-up report, (unless otherwise agreed by the Company, the Monitor and the 
Commission staff).  The Monitor shall issue his or her written follow-up report within one 
hundred-twenty (120) calendar days of commencing the follow-up review.  The follow-up report 
shall set forth the Monitor’s assessment of, and any additional recommendations regarding, the 
Policies and Procedures as they relate to the Company’s compliance with the Anticorruption 
Laws; the Monitor’s assessment of the implementation by the Company of any recommendations 
made in the initial report, or follow-up report if applicable; and the Monitor’s assessment of the 
commitment of the Company’s Supervisory and Management Boards and senior management to 
compliance with the FCPA. 
18. Within one hundred-twenty (120) calendar days after receiving the Monitor’s 
follow-up report, the Company shall adopt and implement all recommendations in the report, 
provided, however, that as to any recommendation that the Company considers unduly 
burdensome, impractical, costly, or inconsistent with applicable law or regulation, the Company 
need not adopt that recommendation at that time, but may submit in writing to the Monitor and 
the Commission staff within thirty (30) calendar days of receiving the report, an alternative 
policy, procedure, or system designed to achieve the same objective or purpose. 
19. In the event the Company and the Monitor are unable to agree on an acceptable 
alternative proposal within thirty (30) calendar days, the Company shall promptly consult with 
the Commission staff.  Any disputes between the Company and the Monitor with respect to the 
recommendations shall be decided by the Commission staff in its sole discretion.  The 

 14 
 
Commission staff shall consider the Monitor’s recommendation and the Company’s reasons for 
not adopting the recommendation in determining whether the Company has fully complied with 
its obligations.  Pending such determination, the Company shall not be required to implement 
any contested recommendation(s).  The Monitor shall repeat the process of Follow-Up Reviews 
until the terms in paragraph 21 (Certification of Compliance) or paragraphs 24-25 (Termination 
or Extension of Monitorship) are met. 
20. Throughout the Term of the Monitorship, the Monitor shall disclose to the 
Commission staff any credible evidence that corrupt or otherwise suspicious transactions 
occurred, or payments of things of value were offered, promised, made or authorized by any 
entity or person within the Company, or any entity or person working directly or indirectly for or 
on behalf of the Company, or that related false books and records may have been maintained by 
or on behalf of the Company.  The Monitor shall contemporaneously notify the Company’s 
General Counsel, Chief Ethics and Compliance Officer, or Audit Committee for further action 
unless at the Monitor’s discretion he or she believes disclosure to the Company would be 
inappropriate under the circumstances.  The Monitor shall address in his or her reports the 
appropriateness of the Company’s response to all improper activities, whether previously 
disclosed to the Commission staff or not. 
Certification of Compliance 
21. At the conclusion of the one hundred-twenty (120) calendar day period following 
the issuance of the follow-up report, or later follow-up report if applicable, if the Monitor 
believes that the Company’s Policies and Procedures and FCPA compliance program are 
reasonably designed and implemented to detect and prevent violations of the Anticorruption 
Laws and are functioning effectively, the Monitor shall certify the Company’s compliance with 
its compliance obligations under the Order.  The Monitor shall then submit to the Commission 
staff a written report (“Certification Report”) within sixty (60) calendar days.  The Certification 
Report shall set forth an overview of the Company’s remediation efforts to date, including the 
implementation status of the Monitor’s recommendations, and an assessment of the sustainability 
of the Company’s remediation efforts.  The Certification Report should also recommend the 
scope of the Company’s future self-reporting.  Also at the conclusion of the one hundred-twenty 
(120) calendar day period following the issuance of the follow-up report, the Company shall 
certify in writing to the Commission staff, with a copy to the Monitor, that the Company has 
adopted and implemented all of the Monitor’s recommendations in the initial and follow-up 
report(s), or the agreed-upon alternatives.  The Monitor or the Company may extend the time 
period for issuance of the Certification Report or the Company’s certification, respectively, with 
prior written approval of the Commission staff. 
Self-Reporting Period 
22. At such time as the Commission staff approves the Certification Report and the 
Company’s certification, the monitorship shall be terminated, and the Company will be permitted 
to self-report to the Commission staff on its enhanced compliance obligations for the remainder 
of the term of the Order.  The Commission staff, however, reserves the right to terminate the 
monitorship absent certification by the Monitor, upon a showing by the Company that 
termination is, nevertheless, in the interests of justice. 

 15 
 
23. If permitted to self-report to the Commission staff, the Company shall thereafter 
submit to the Commission staff a written Initial Self-Report and Follow-Up Self-Report at six (6) 
month intervals, or thirty (30) days before completion of the term of the monitorship if it does 
not correspond to a six-month period, setting forth a complete description of its remediation 
efforts to date, its proposals to improve the Company’s Policies and Procedures and FCPA 
compliance program for ensuring compliance with the Anticorruption Laws, and the proposed 
scope of the subsequent reviews.  The Company shall disclose any credible evidence that corrupt 
or otherwise suspicious transactions occurred, or payments of things of value were offered, 
promised, or provided to foreign officials, that it learns of that occurred after the date of this 
Consent.  The Company may extend the time period for issuance of the self-report with prior 
written approval of the Commission staff. 
Termination or Extension of the Monitorship 
24. If at the conclusion of the one hundred-twenty (120) calendar-day period 
following the issuance of the follow-up report, or later follow-up report if applicable, the 
Commission staff concludes in its sole discretion that the Company has not by that time 
successfully satisfied its compliance obligations under the Order, the Term of the Monitorship 
shall be extended for twelve (12) months.  Under such circumstances, the Monitor shall 
commence additional Follow-Up Reviews in accordance with Paragraphs 16-19. 
25. If at the conclusion of the one hundred-twenty (120) calendar-day period the 
Commission staff concludes the Company has not met its obligations under the Order, the Term 
of the Monitorship shall be extended for one year and require reporting as set forth for Follow-
Up Reviews or Self-Reporting. 
Extensions of Time 
26. Upon request by the Monitor or the Company, the Commission staff may extend 
any procedural time period set forth above for good cause shown. 
Confidentiality of Reports 
27. The reports submitted by the Monitor and the periodic reviews and reports 
submitted by the Company will likely include confidential financial, proprietary, competitive 
business, or commercial information.  Public disclosure of the reports could discourage 
cooperation, impede pending or potential government investigations, or undermine the objective 
of the reporting requirement.  For these reasons, among others, the reports and the contents 
thereof are intended to remain and shall remain non-public, except (i) pursuant to court order, (ii) 
as agreed to by the parties in writing, (iii) to the extent that the Commission determines in its 
sole discretion that disclosure would be in furtherance of the Commission’s discharge of its 
duties and responsibilities, or (iv) as is otherwise required by law. 
Address for All Written Communications and Reports 
28. All reports or other written communications by the Monitor or the Company 
directed to the Commission staff shall be transmitted to Eric Busto and Jessica Weissman, 

 16 
 
Assistant Regional Directors, Division of Enforcement, U.S. Securities and Exchange 
Commission, 801 Brickell Avenue, Suite 1950, Miami, FL 33131. 

UNITED STATES OF AMERICA 

Before the 

SECURITIES AND EXCHANGE COMMISSION 

SECURITIES EXCHANGE ACT OF 1934 

Release No. 94760 / April 20, 2022 

ADMINISTRATIVE PROCEEDING  

File No. 3 - 20826 

In the Matter of 

STERICYCLE, INC., 

Respondent. 

ORDER INSTITUTING CEASE-AND-

DESIST PROCEEDINGS PURSUANT TO 

SECTION 21C OF THE SECURITIES 

EXCHANGE ACT OF 1934, MAKING 

FINDINGS, AND IMPOSING A CEASE-

AND-DESIST ORDER 

 

  

I. 

The Securities and Exchange Commission (“Commission”) deems it appropriate that 

cease-and-desist proceedings be, and hereby are, instituted pursuant to Section 21C of the 

Securities Exchange Act of 1934 (“Exchange Act”), against Stericycle, Inc. (“Stericycle” or 

“Respondent”). 

II. 

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept.  Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, Respondent admits the Commission’s 

jurisdiction over it and the subject matter of these proceedings, and consents to the entry of this 

Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities 

Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as 

set forth below. 

III. 

On the basis of this Order and Respondent’s Offer, the Commission finds that: 

Summary 

1. This matter concerns violations of the anti-bribery, books and records, and 

internal accounting controls provisions of the Foreign Corrupt Practices Act of 1977 (the 

“FCPA”) [15 U.S.C. 78dd] by Stericycle, a world-wide provider of medical waste and other 



 2 

 

services.  From at least 2012 to 2016, Stericycle paid millions of dollars in the form of hundreds 

of bribe payments to obtain and maintain business from government customers in Brazil, 

Mexico, and Argentina, as well as to obtain authorization for priority release of payments owed 

under government contracts.  The improper payments were not accurately reflected in 

Stericycle’s books and records, and Stericycle failed to have sufficient internal accounting 

controls in place to detect or prevent the misconduct.  As a result of these violations, Stericycle 

benefitted by approximately $22.2 million. 

Respondent 

2. Stericycle, a Delaware corporation based in Bannockburn, Illinois, operates in 

various fields including medical waste services.  Stericycle’s common stock is registered with 

the Commission under Section 12(g) of the Exchange Act and trades on The Nasdaq National 

Market LLC under the Ticker “SRCL.”  Stericycle files periodic reports with the Commission 

pursuant to Section 13(a) of the Exchange Act and related rules thereunder. 

3. During the relevant period, Stericycle operated through wholly-owned 

subsidiaries in Brazil (“Stericycle Brazil”), Mexico (“Stericycle Mexico”), and Argentina 

(“Stericycle Argentina”).  Stericycle established a Latin America division based in Miami, 

Florida, in 2013 with responsibility for and management of the operations, financial reporting, 

and books and records of Stericycle Brazil, Stericycle Mexico, and Stericycle Argentina. 

Background 

4. Stericycle first entered the Latin America market in 1997, and rapidly expanded 

in Latin America through the acquisition of many local businesses in Argentina, Brazil, and 

Mexico.  The prior local business owners continued to run the operations in each country.  Each 

country had an executive team that reported to, among others, a former Stericycle executive 

responsible for all of Latin America (the “LatAm Executive”).  The LatAm Executive reported 

directly to Stericycle executives at Stericycle’s corporate headquarters. 

5. The LatAm Executive established an executive office in Miami, Florida as 

headquarters for Stericycle’s Latin America operations, and personally relocated from Mexico to 

Miami in 2015. 

6. Despite risks inherent in its business, Stericycle lacked sufficient internal 

accounting controls with respect to its international business in Latin America.  As Stericycle 

grew in Latin America through acquisition, the accounting processes and systems remained 

mostly decentralized with neither uniformity nor proper oversight, resulting in internal control 

deficiencies.  Additionally, Stericycle had no centralized compliance department and failed to 

implement its FCPA policies or procedures prior to 2016. 

7. For reporting periods from at least 2012 through the first quarter of 2016, the 

LatAm Executive, along with executives of Stericycle Brazil and Stericycle Mexico with 

knowledge of the bribery scheme in their respective countries, signed and transmitted numerous 

sub-certification letters in which they falsely stated that they were not aware of any actual or 

potential material event in their region, including any actual or alleged violation of any 

applicable law. 



 3 

 

Brazil 

8. Stericycle first entered the Brazil market in 2010 by acquiring a few regional 

businesses, and one of the prior owners became a Stericycle Brazil executive.  Stericycle 

expanded throughout Brazil through acquisition of local and regional businesses.  Stericycle 

Brazil executives, with the assistance of certain Stericycle Brazil employees and knowledge and 

authorization of the LatAm Executive, operated a bribery scheme to obtain or retain their 

business as well as to obtain authorization for priority release of payments of outstanding 

invoices owed under government contracts.  The bribery scheme involved the creation and use of 

sham third-party vendors that issued false invoices on Stericycle Brazil’s behalf to conceal the 

delivery of substantial cash payments by Stericycle Brazil employees or through third-party 

intermediaries to approximately 25 government customers. 

9. From at least 2012, Stericycle Brazil operated the bribery scheme orchestrated by 

Stericycle Brazil executives.   Stericycle Brazil finance employees, one of whom reported 

directly to a Stericycle Brazil executive, complied with frequent requests from Stericycle Brazil 

executives to effectuate and document the bribery scheme.  Stericycle Brazil executives 

authorized cash withdrawals to be used for bribe payments.  Substantial amounts of cash were 

also kept on site in the corporate office for immediate use as bribe payments. 

10. The Stericycle Brazil executives went to great lengths to provide cover for bribe 

payments in Stericycle’s books and records.  In September 2012, Stericycle Brazil executives 

formed a sham third-party vendor that purportedly provided accounts receivable collection 

services to Stericycle Brazil, which were never provided.  Rather, the sham third-party vendor 

issued false invoices that Stericycle Brazil used to support the bribe payments in its books and 

records.  Each month, Stericycle Brazil finance employees estimated the amount of cash 

withdrawals attributable to the bribe payments.  At the end of the month, Stericycle Brazil 

finance employees requested false invoices from the sham third-party vendor in the amount of 

the preceding month’s estimated cash withdrawals used for bribes.  These invoices for purported 

debt collection services concealed the true purpose of the payments.  The invoiced amounts were 

recorded in Stericycle’s general ledger, and the cash withdrawals appeared in company bank 

statements.  In 2015, a Stericycle Brazil executive formed two other sham third-party vendors to 

continue the same scheme. 

11. The bribery scheme in Brazil was documented through the maintenance of 

multiple spreadsheets.  In 2013, Stericycle Brazil finance employees were responsible for 

documenting the bribery scheme at the direction of a Stericycle Brazil executive.  The Stericycle 

Brazil finance employees maintained spreadsheets which identified the government customers 

receiving bribes and the corresponding amount (either a set percentage of revenue or fixed 

amount), and the Stericycle Brazil employee responsible for retrieving the cash and delivering 

the bribe payments either directly or through a third-party intermediary.  The spreadsheets 

contained entries, organized by month and region, of both the total amount of bribes paid and the 

amounts of the fake invoices used to provide cover for cash withdrawals.  The Stericycle Brazil 

finance employees stored these spreadsheets on Stericycle’s servers, and the Stericycle Brazil 

executives and the LatAm Executive had knowledge of the payments by, among other things, 

receiving one or more copies of these spreadsheets. 



 4 

 

12. Stericycle Brazil maintained these tracking spreadsheets until early 2016, and the 

amounts on the sham third-party invoices are reflected in the general ledger as a reduction of 

revenues or as selling, general and administrative expenses. 

Mexico 

13. Stericycle first entered the Mexico market by entering into a joint venture with a 

business owned by the LatAm Executive.  The bribery scheme in Mexico involved fake invoices 

from third-party vendors to cover cash payments to government officials. 

14. Stericycle Mexico employees maintained Excel spreadsheets on Stericycle’s 

servers documenting the scheme.  The spreadsheets identified invoices from approximately 45 

third-party vendors which purported to provide otherwise undocumented consulting and market 

research services.  The spreadsheets linked invoices to payments to government officials, 

including the name of the customer and calculation of the bribe as a fixed amount or percentage 

of the customer’s invoice value.  Some spreadsheets also detailed the recipient of the bribe and 

method of delivery (cash versus wire transfer).  These spreadsheets were sent to, among others, 

the LatAm Executive and a Stericycle Mexico executive on Stericycle’s servers. 

15. In 2016, three Stericycle Mexico executives told a Stericycle executive of the 

scheme in Mexico to pay bribes as well as to obtain authorization for priority release of 

payments owed under government contracts.  One of the Stericycle Mexico executives provided 

an Excel spreadsheet with revenue loss projections if Stericycle Mexico were to cease paying 

bribes to its two largest government customers. 

Argentina 

16. Stericycle first entered the Argentina market in 2000.  Stericycle Argentina 

executives and other employees operated a scheme involving the payment of bribes to 

government officials in certain provinces to secure payments of invoices for services to 

government-owned hospitals and healthcare facilities.  The bribery scheme occurred between at 

least 2012 to 2016, and was authorized and overseen by Stericycle Argentina executives and the 

LatAm Executive. 

17. In June 2012, Stericycle entered into a contract to provide medical waste disposal 

services to a government customer in one province of Argentina.  Government officials in that 

province required that Stericycle Argentina pay bribes that typically totaled 15% of the invoice 

amount, less taxes.  Stericycle Argentina executives authorized these payments, and the cash was 

then delivered to a government official at various locations.   

18. Stericycle Argentina maintained various documents in furtherance of the bribery 

scheme.  For example, email communications referenced bribe payments in one province using 

words such as “comision,” “IP,” and “alfa” (short for alfajores, a sweet cookie popular in 

Argentina).  Stericycle Argentina employees also exchanged a spreadsheet comparing actual and 

projected revenue with a line item for “Alfa” underneath Stericycle’s “Commercial Expenses.”  

This line item was generated via an Excel formula that calculated the bribe value based on a 

percentage of projected government customer revenue in that province.   



 5 

 

19. A Stericycle Argentina executive also maintained separate Excel spreadsheets that 

tracked the expenses and revenues for business units in other provinces in Argentina.  

Spreadsheets for some business units included income statement line items within “Sales and 

Administrative Expenses” for “IP,” “IP Comisiones,” or “IP Atenciones.”  In one province, the 

IP value from May to August 2015 was generated via an Excel formula for a percentage of 

certain government customer revenue listed elsewhere on the spreadsheet.  For almost all of 

2012 to 2016, the government customer revenue on the spreadsheet for that province matched 

revenue associated with a government customer that was recorded in Stericycle’s general ledger. 

LEGAL STANDARDS AND FCPA VIOLATIONS 

20. Under Section 21C(a) of the Exchange Act, the Commission may impose a cease-

and-desist order upon any person who is violating, has violated, or is about to violate any 

provision of the Exchange Act or any rule or regulation thereunder, and upon any other person 

that is, was, or would be a cause of the violation, due to an act or omission the person knew or 

should have known would contribute to such violation. 

Stericycle Violated Exchange Act Section 30A 

21. The anti-bribery provisions of the FCPA, Section 30A of the Exchange Act, make 

it unlawful for any issuer with a class of securities registered pursuant to Section 12 of the 

Exchange Act, or any employee or agent of such issuer, to make use of the mails or any means or 

instrumentality of interstate commerce corruptly in furtherance of an effort to pay or offer to pay 

anything of value to foreign officials for the purpose of influencing their official decision-

making, in order to assist in obtaining or retaining business.  As a result of the conduct described 

above, Stericycle violated Exchange Act Section 30A. 

Stericycle Violated Exchange Act Section 13(b)(2)(A) 

22. Section 13(b)(2)(A) of the Exchange Act requires issuers to make and keep 

books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the 

transactions and disposition of the assets of the issuer.  As described above, Stericycle’s books 

and records did not accurately reflect outgoing and incoming transactions.  Therefore, Stericycle 

violated Exchange Act Section 13(b)(2)(A). 

Stericycle Violated Exchange Act Section 13(b)(2)(B) 

23. Section 13(b)(2)(B) of the Exchange Act requires all reporting companies to 

devise and maintain a system of internal accounting controls sufficient to provide reasonable 

assurances that, among other things, transactions were executed in accordance with 

management’s general or specific authorization and that access to assets was permitted only in 

accordance with management’s general or specific authorization.  As described above, Stericycle 

failed to implement such a system of internal accounting controls.  By this conduct, Stericycle 

violated Exchange Act Section 13(b)(2)(B). 



 6 

 

DEFERRED PROSECUTION AGREEMENT 

24. Stericycle has entered into a three-year deferred prosecution agreement with the 

United States Department of Justice by which Stericycle acknowledges responsibility for 

criminal conduct relating to certain findings in the Order. 

DISGORGEMENT AND CIVIL PENALTIES 

25. The disgorgement and prejudgment interest ordered in paragraph IV.C is 

consistent with equitable principles, does not exceed Stericycle’s net profits from its violations, 

and returning the money to Stericycle would be inconsistent with equitable principles.  

Therefore, in these circumstances, distributing disgorged funds to the U.S. Treasury is the most 

equitable alternative.  The disgorgement and prejudgment interest ordered in paragraph IV.C 

shall be transferred to the general fund of the U.S. Treasury, subject to Section 21F(g)(3) of the 

Exchange Act. 

26. Stericycle acknowledges that the Commission is not imposing a civil penalty 

based upon the imposition of a $52.5 million criminal fine as part of its resolution with the 

Department of Justice. 

STERICYCLE’S REMEDIAL EFFORTS AND COOPERATION 

27. In determining to accept the Offer, the Commission considered remedial acts 

undertaken by Stericycle and cooperation afforded the Commission staff.  Stericycle’s 

cooperation included sharing facts developed in the course of its own internal investigations and 

forensic accounting reviews, translating key documents and making employees available for 

interviews, including voluntarily facilitating interviews in the United States of foreign-based 

employees. 

28. Stericycle’s remediation included the termination of employees and third parties 

responsible for the misconduct and enhancements to its internal accounting controls.  Stericycle 

created a compliance organization, including hiring an experienced Chief Ethics and Compliance 

Officer as well as local compliance staff, enhanced its policies and procedures and compliance 

communications, and introduced training of employees on anti-bribery issues. 

UNDERTAKINGS 

29. Respondent undertakes to engage an Independent Compliance Monitor and report 

to the Commission staff periodically pursuant to the provisions set forth in Attachment A of the 

Order. 

30. Respondent undertakes to require the Independent Compliance Monitor to enter 

into an agreement that provides that for the period of engagement and for a period of two years 

from completion of the engagement, the Independent Compliance Monitor shall not enter into 

any employment, consultant, attorney-client, auditing or other professional relationship with 

Respondent, or any of its present or former affiliates, directors, officers, employees, or agents 

acting in their capacity.  The agreement will also provide that the Independent Compliance 

Monitor will require that any firm with which he/she is affiliated or of which he/she is a member, 



 7 

 

and any person engaged to assist the Independent Compliance Monitor in performance of his/her 

duties under this Order shall not, without prior written consent of the Division of Enforcement, 

enter into any employment, consultant, attorney-client, auditing or other professional relationship 

with Respondent, or any of its present or former affiliates, directors, officers, employees, or 

agents acting in their capacity as such for the period of the engagement and for a period of two 

years after the engagement. 

31. The reports by the Independent Compliance Monitor and periodic reviews and 

reports submitted by Respondent will likely include confidential financial, proprietary, 

competitive business or commercial information.  Public disclosure of the reports could 

discourage cooperation, impede pending or potential government investigations or undermine 

the objectives of the reporting requirement.  For these reasons, among others, the reports and 

the contents thereof are intended to remain and shall remain non-public, except (1) pursuant to 

court order, (2) as agreed to by the parties in writing, (3) to the extent that the Commission 

determines in its sole discretion that disclosure would be in furtherance of the Commission’s 

discharge of its duties and responsibilities, or (4) as otherwise required by law. 

32. Respondent shall certify, in writing, compliance with the undertakings set forth 

above.  The certification shall identify the undertakings, provide written evidence of compliance 

in the form of a narrative, and be supported by exhibits sufficient to demonstrate compliance.  

The Commission staff may make reasonable requests for further evidence of compliance, and 

Respondent agrees to provide such evidence.  The certification and supporting material shall be 

submitted to Eric Busto and Jessica Weissman, Assistant Regional Directors, Division of 

Enforcement, U.S. Securities and Exchange Commission, 801 Brickell Avenue, Suite 1950, 

Miami, FL 33131, with a copy to the Office of Chief Counsel of the Enforcement Division, no 

later than sixty (60) days from the date of the completion of the undertakings. 

IV. 

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent’s Offer. 

Accordingly, it is hereby ORDERED that: 

A. Pursuant to Section 21C of the Exchange Act, Respondent Stericycle cease and 

desist from committing or causing any violations and any future violations of Sections 30A, 

13(b)(2)(A), and 13(b)(2)(B) of the Exchange Act. 

B. Respondent shall comply with the undertakings enumerated in Paragraphs 29-32 

above. 

C. Respondent shall pay disgorgement of $22,184,981.00 and prejudgment interest 

of $5,999,258.80 to the Securities and Exchange Commission for transfer to the general fund of 

the United States Treasury, subject to Exchange Act Section 21F(g)(3).  Respondent shall 

receive a disgorgement offset of up to $4,196,719 (1/3 of Respondent’s net profits from its 

violations related to Brazil) based on the U.S. dollar value of any disgorgement paid to the 

Brazilian Controladoria-Geral Da União/Advocacia-Geral da União and the Ministério Publico 

Federal (“Brazilian Authorities”) reflected by evidence acceptable to the Commission staff in its 



 8 

 

sole discretion, in a parallel proceeding against Respondent in Federal Court in Brazil concerning 

the same underlying conduct related to Brazil of this Order.  Such evidence of payment shall 

include a copy of the wire transfer or other evidence of the amount of the payment, the date of 

the payment, and the name of the government agency to which payment was made.  To receive 

this offset, Respondent must make the above-identified payments within 12 months from the date 

of this Order.  Any amounts not paid as an offset within the specified time shall be immediately 

due to the U.S. Securities and Exchange Commission. Respondent shall, within 30 days of the 

entry of this Order, pay $23,987,520.80 to the Securities and Exchange Commission for transfer 

to the general fund of the United States Treasury, subject to Exchange Act Section 21F(g)(3).  If 

timely payment is not made, additional interest shall accrue pursuant to SEC Rule of Practice 

600.   

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, 

which will provide detailed ACH transfer/Fedwire instructions upon 

request; 

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center 

Accounts Receivable Branch 

HQ Bldg., Room 181, AMZ-341 

6500 South MacArthur Boulevard 

Oklahoma City, OK 73169 

  



 9 

 

Payments by check or money order must be accompanied by a cover letter identifying 

Stericycle, Inc. as a Respondent in these proceedings, and the file number of these proceedings; a 

copy of the cover letter and check or money order must be sent to Glenn S. Gordon, Associate 

Regional Director, Division of Enforcement, Securities and Exchange Commission, 801 Brickell 

Avenue, Suite 1950, Miami, FL 33131. 

By the Commission. 

 

 

Vanessa A. Countryman  

Secretary 



 10 

 

Attachment A 

Independent Compliance Monitor 

Retention of Monitor and Term of Engagement 

1. Stericycle, Inc. (“Company”) shall engage an independent compliance monitor 

(the “Monitor”) not unacceptable to the staff of the Commission within sixty (60) calendar days 

of the issuance of the Order.  The Monitor shall have, at a minimum, the following: (i) 

demonstrated expertise with respect to the FCPA and other applicable anti-corruption laws, 

including experience counseling on FCPA issues; (ii) experience designing or reviewing 

corporate compliance policies, procedures, and internal accounting controls, including FCPA and 

anticorruption policies and procedures; (iii) the ability to access and deploy resources as 

necessary to discharge the Monitor’s duties; and (iv) sufficient independence from the Company 

to ensure effective and impartial performance of the Monitor’s duties.  The Commission staff 

may extend the Company’s time period to retain the Monitor, in its sole discretion.  If the 

Monitor resigns or is otherwise unable to fulfill the obligations herein, the Company shall within 

twenty (20) calendar days recommend a pool of three qualified Monitor candidates from which 

the Commission staff will choose a replacement.   

2. The Company shall retain the Monitor for a period of not less than twenty-four 

(24) months from the date the Monitor is retained (the “Term of the Monitorship”), unless the 

Commission staff finds, in its sole discretion, that there exists a change in circumstances 

sufficient to terminate the Monitorship early or extend the Monitorship as set forth in paragraphs 

24-25 (Termination or Extension of Monitorship). 

Company’s Obligations 

3. The Company shall cooperate fully with the Monitor and provide the Monitor 

with access to all non-privileged information, documents, books, records, facilities, and 

personnel as reasonably requested by the Monitor, which fall within the Monitor’s mandate; such 

access shall be provided consistent with the Company’s and the Monitor’s obligations under 

applicable local laws and regulations, including but not limited to, applicable data privacy and 

national security laws and regulations.  The Company shall use its best efforts, to the extent 

reasonably requested, to provide the Monitor with access to the Company’s former employees, 

third party vendors, agents, and consultants.  The Company does not intend to waive the 

protection of the attorney work product doctrine, attorney-client privilege, or any other privilege 

applicable as to third parties. 

4. The parties agree that no attorney-client relationship shall be formed between the 

Company and the Monitor.  In the event that the Company seeks to withhold from the Monitor 

access to information, documents, books, records, facilities, current or former personnel of the 

Company, its third-party vendors, agents, or consultants that may be subject to a claim of 

attorney-client privilege or to the attorney work-product doctrine, or where the Company 

reasonably believes production would otherwise be inconsistent with the applicable law, the 

Company shall work cooperatively with the Monitor to resolve the matter to the satisfaction of 

the Monitor.  If, during the Term of the Monitorship, the Monitor believes that the Company is 

unreasonably withholding access on the basis of a claim of attorney-client privilege, attorney 



 11 

 

work-product doctrine, or other asserted applicable law, and cannot resolve the matter 

cooperatively with the Company, the Monitor shall notify the Commission staff. 

5. Upon entry of this Order and during the Term of the Monitorship, should the 

Company learn of credible evidence or allegations of corrupt payments, false books, records, or 

accounts, or the failure to implement adequate internal accounting controls, the Company shall 

promptly report such credible evidence or allegations to the Commission staff.  Any disclosure 

by the Company to the Monitor concerning credible evidence of corrupt payments, false books 

and records, or internal accounting control issues shall not relieve the Company of any otherwise 

applicable obligation to truthfully disclose such matters to the Commission staff. 

Monitor’s Mandate 

6. The Monitor shall review and evaluate the effectiveness of the Company’s 

policies, procedures, practices, internal accounting controls, recordkeeping, SOX controls, and 

financial reporting processes (collectively, “Policies and Procedures”), as they relate to the 

Company’s current and ongoing compliance with the anti-bribery, books and records, and 

internal accounting controls provisions of the FCPA and other applicable anti-corruption laws 

(collectively, “Anticorruption Laws”), and make recommendations reasonably designed to 

improve the effectiveness of the Company’s Policies and Procedures and FCPA corporate 

compliance program (the “Mandate”).  This Mandate shall include an assessment of the Board of 

Directors’ and Executive Leadership Team’s commitment to, and effective implementation of, 

the Policies and Procedures and FCPA corporate compliance program.  In carrying out the 

Mandate, to the extent appropriate under the circumstances, the Monitor may coordinate with the 

Company personnel, including in-house counsel or through designated outside counsel, 

compliance personnel, and internal auditors.  To the extent the Monitor deems appropriate, he or 

she may rely on the Company’s processes, and on sampling and testing methodologies.  The 

Monitor’s reviews should use a risk-based approach, and thus, the Monitor is not expected to 

conduct a comprehensive review of all business lines, all business activities, and all markets.  

Any disputes between the Company and the Monitor with respect to the Work Plan shall be 

decided by the Commission staff in its sole discretion. 

7. During the Term of the Monitorship, the Monitor shall conduct an initial (“first”) 

review and prepare a first report, followed by at least one follow-up (“second”) review and 

report, and issue a Certification Report if appropriate, as described below. 

Initial Review and Report 

8. Promptly upon being retained, the Monitor shall prepare a written Work Plan, 

which shall be submitted to the Company and the Commission staff for comment no later than 

thirty (30) days after being retained. 

9. In order to conduct an effective Initial Review and to understand fully any 

existing deficiencies in the Company’s Policies and Procedures and FCPA corporate compliance 

program, the Monitor’s Work Plan shall include such steps as are reasonably necessary to 

understand the Company’s business and its global anti-corruption risks.  The steps shall include: 

(a) inspection of relevant documents, including the internal accounting controls, recordkeeping, 



 12 

 

and financial reporting policies and procedures as they relate to the Company’s compliance with 

the books and records, internal accounting controls, and anti-bribery provisions of the FCPA and 

other applicable anti-corruption laws; (b) onsite observation of selected systems and procedures 

comprising the Company’s Policies and Procedures and FCPA corporate compliance program, 

including anticorruption compliance procedures, internal accounting controls, recordkeeping, 

due diligence, and internal audit procedures, including at sample sites; (c) meetings with, and 

interviews of, as relevant, the Company employees, officers, directors, and, where appropriate 

and feasible, its third-party vendors, agents, or consultants and other persons at mutually 

convenient times and places; and (d) risk-based analyses, studies, and testing of the Company’s 

FCPA corporate compliance program. 

10. The Monitor may take steps as reasonably necessary to develop an understanding 

of the facts and circumstances surrounding prior FCPA violations that gave rise to this action or 

violations of other applicable Anticorruption Laws, but shall not conduct his or her own inquiry 

into those historical events. 

11. After receiving the Initial Review Work Plan, the Company and Commission staff 

shall provide any comments concerning the Initial Review Work Plan within fifteen (15) 

calendar days to the Monitor.  Any disputes between the Company and the Monitor with respect 

to the Initial Review Work Plan shall be decided by the Commission staff in its sole discretion.  

Following comments by the Company and Commission staff, the Monitor will have ten (10) 

calendar days to submit a Final Initial Review Work Plan. 

12. The Initial Review shall commence no later than sixty (60) calendar days from the 

date of the engagement of the Monitor (unless otherwise agreed by the Company, the Monitor, 

and the Commission staff).  The Monitor shall issue a written report within one hundred twenty 

(120) calendar days of commencing the Initial Review, setting forth the Monitor’s assessment 

and, if necessary, making recommendations reasonably designed to improve the effectiveness of 

the Company’s Policies and Procedures and FCPA corporate compliance program as they relate 

to the Company’s compliance with the FCPA and other applicable Anticorruption Laws. The 

Monitor should consult with the Company concerning his or her findings and recommendations 

on an ongoing basis and should consider the Company’s comments and input to the extent the 

Monitor deems appropriate.  The Monitor may also choose to share a draft of his or her report 

with the Company and Commission staff prior to finalizing it.  The Monitor shall provide the 

report to the Board of Directors of the Company and contemporaneously transmit a copy to 

Commission staff. 

13. Within one hundred and twenty (120) calendar days after receiving the Monitor’s 

Initial Review Report, the Company shall adopt and implement all recommendations in the 

report, provided, however, that as to any recommendation that the Company considers unduly 

burdensome, impractical, costly, or inconsistent with applicable law or regulation, the Company 

need not adopt that recommendation at that time, but may submit in writing to the Monitor and 

the Commission staff within thirty (30) calendar days of receiving the report, an alternative 

policy, procedure, or system designed to achieve the same objective or purpose. 

14. In the event the Company and the Monitor are unable to agree on an acceptable 

alternative proposal, the Company shall promptly consult with the Commission staff.  Any 



 13 

 

disputes between the Company and the Monitor with respect to the recommendations shall be 

decided by the Commission staff in its sole discretion.  The Commission staff shall consider the 

Monitor’s recommendation and the Company’s reasons for not adopting the recommendation in 

determining whether the Company has fully complied with its obligations.  Pending such 

determination, the Company shall not be required to implement any contested 

recommendation(s). 

15. With respect to any recommendation that the Monitor determines cannot 

reasonably be implemented within one hundred-twenty (120) days after receiving the report, the 

Monitor may extend the time period for implementation with prior written approval of the 

Commission staff. 

Follow-Up Reviews 

16. The Monitor shall conduct a minimum of one Follow-Up Review.  The Monitor 

shall submit a written work plan for each follow-up review to the Company and Commission 

staff at least thirty (30) days prior to commencing any follow-up review.  The Company and 

Commission staff shall provide any comments concerning the work plan within fifteen (15) 

calendar days in writing to the Monitor.  Any disputes between the Company and the Monitor 

with respect to the written work plan shall be decided by the Commission staff in its sole 

discretion.  Following comments by the Company and Commission staff, the Monitor will have 

ten (10) calendar days to make revisions to the follow-up work plan. 

17. The Monitor shall commence the follow-up review pursuant to the work plan no 

later than one hundred-twenty (120) calendar days after the issuance of the initial report, or 

applicable follow-up report, (unless otherwise agreed by the Company, the Monitor and the 

Commission staff).  The Monitor shall issue his or her written follow-up report within one 

hundred-twenty (120) calendar days of commencing the follow-up review.  The follow-up report 

shall set forth the Monitor’s assessment of, and any additional recommendations regarding, the 

Policies and Procedures as they relate to the Company’s compliance with the Anticorruption 

Laws; the Monitor’s assessment of the implementation by the Company of any recommendations 

made in the initial report, or follow-up report if applicable; and the Monitor’s assessment of the 

commitment of the Company’s Supervisory and Management Boards and senior management to 

compliance with the FCPA. 

18. Within one hundred-twenty (120) calendar days after receiving the Monitor’s 

follow-up report, the Company shall adopt and implement all recommendations in the report, 

provided, however, that as to any recommendation that the Company considers unduly 

burdensome, impractical, costly, or inconsistent with applicable law or regulation, the Company 

need not adopt that recommendation at that time, but may submit in writing to the Monitor and 

the Commission staff within thirty (30) calendar days of receiving the report, an alternative 

policy, procedure, or system designed to achieve the same objective or purpose. 

19. In the event the Company and the Monitor are unable to agree on an acceptable 

alternative proposal within thirty (30) calendar days, the Company shall promptly consult with 

the Commission staff.  Any disputes between the Company and the Monitor with respect to the 

recommendations shall be decided by the Commission staff in its sole discretion.  The 



 14 

 

Commission staff shall consider the Monitor’s recommendation and the Company’s reasons for 

not adopting the recommendation in determining whether the Company has fully complied with 

its obligations.  Pending such determination, the Company shall not be required to implement 

any contested recommendation(s).  The Monitor shall repeat the process of Follow-Up Reviews 

until the terms in paragraph 21 (Certification of Compliance) or paragraphs 24-25 (Termination 

or Extension of Monitorship) are met. 

20. Throughout the Term of the Monitorship, the Monitor shall disclose to the 

Commission staff any credible evidence that corrupt or otherwise suspicious transactions 

occurred, or payments of things of value were offered, promised, made or authorized by any 

entity or person within the Company, or any entity or person working directly or indirectly for or 

on behalf of the Company, or that related false books and records may have been maintained by 

or on behalf of the Company.  The Monitor shall contemporaneously notify the Company’s 

General Counsel, Chief Ethics and Compliance Officer, or Audit Committee for further action 

unless at the Monitor’s discretion he or she believes disclosure to the Company would be 

inappropriate under the circumstances.  The Monitor shall address in his or her reports the 

appropriateness of the Company’s response to all improper activities, whether previously 

disclosed to the Commission staff or not. 

Certification of Compliance 

21. At the conclusion of the one hundred-twenty (120) calendar day period following 

the issuance of the follow-up report, or later follow-up report if applicable, if the Monitor 

believes that the Company’s Policies and Procedures and FCPA compliance program are 

reasonably designed and implemented to detect and prevent violations of the Anticorruption 

Laws and are functioning effectively, the Monitor shall certify the Company’s compliance with 

its compliance obligations under the Order.  The Monitor shall then submit to the Commission 

staff a written report (“Certification Report”) within sixty (60) calendar days.  The Certification 

Report shall set forth an overview of the Company’s remediation efforts to date, including the 

implementation status of the Monitor’s recommendations, and an assessment of the sustainability 

of the Company’s remediation efforts.  The Certification Report should also recommend the 

scope of the Company’s future self-reporting.  Also at the conclusion of the one hundred-twenty 

(120) calendar day period following the issuance of the follow-up report, the Company shall 

certify in writing to the Commission staff, with a copy to the Monitor, that the Company has 

adopted and implemented all of the Monitor’s recommendations in the initial and follow-up 

report(s), or the agreed-upon alternatives.  The Monitor or the Company may extend the time 

period for issuance of the Certification Report or the Company’s certification, respectively, with 

prior written approval of the Commission staff. 

Self-Reporting Period 

22. At such time as the Commission staff approves the Certification Report and the 

Company’s certification, the monitorship shall be terminated, and the Company will be permitted 

to self-report to the Commission staff on its enhanced compliance obligations for the remainder 

of the term of the Order.  The Commission staff, however, reserves the right to terminate the 

monitorship absent certification by the Monitor, upon a showing by the Company that 

termination is, nevertheless, in the interests of justice. 



 15 

 

23. If permitted to self-report to the Commission staff, the Company shall thereafter 

submit to the Commission staff a written Initial Self-Report and Follow-Up Self-Report at six (6) 

month intervals, or thirty (30) days before completion of the term of the monitorship if it does 

not correspond to a six-month period, setting forth a complete description of its remediation 

efforts to date, its proposals to improve the Company’s Policies and Procedures and FCPA 

compliance program for ensuring compliance with the Anticorruption Laws, and the proposed 

scope of the subsequent reviews.  The Company shall disclose any credible evidence that corrupt 

or otherwise suspicious transactions occurred, or payments of things of value were offered, 

promised, or provided to foreign officials, that it learns of that occurred after the date of this 

Consent.  The Company may extend the time period for issuance of the self-report with prior 

written approval of the Commission staff. 

Termination or Extension of the Monitorship 

24. If at the conclusion of the one hundred-twenty (120) calendar-day period 

following the issuance of the follow-up report, or later follow-up report if applicable, the 

Commission staff concludes in its sole discretion that the Company has not by that time 

successfully satisfied its compliance obligations under the Order, the Term of the Monitorship 

shall be extended for twelve (12) months.  Under such circumstances, the Monitor shall 

commence additional Follow-Up Reviews in accordance with Paragraphs 16-19. 

25. If at the conclusion of the one hundred-twenty (120) calendar-day period the 

Commission staff concludes the Company has not met its obligations under the Order, the Term 

of the Monitorship shall be extended for one year and require reporting as set forth for Follow-

Up Reviews or Self-Reporting. 

Extensions of Time 

26. Upon request by the Monitor or the Company, the Commission staff may extend 

any procedural time period set forth above for good cause shown. 

Confidentiality of Reports 

27. The reports submitted by the Monitor and the periodic reviews and reports 

submitted by the Company will likely include confidential financial, proprietary, competitive 

business, or commercial information.  Public disclosure of the reports could discourage 

cooperation, impede pending or potential government investigations, or undermine the objective 

of the reporting requirement.  For these reasons, among others, the reports and the contents 

thereof are intended to remain and shall remain non-public, except (i) pursuant to court order, (ii) 

as agreed to by the parties in writing, (iii) to the extent that the Commission determines in its 

sole discretion that disclosure would be in furtherance of the Commission’s discharge of its 

duties and responsibilities, or (iv) as is otherwise required by law. 

Address for All Written Communications and Reports 

28. All reports or other written communications by the Monitor or the Company 

directed to the Commission staff shall be transmitted to Eric Busto and Jessica Weissman, 



 16 

 

Assistant Regional Directors, Division of Enforcement, U.S. Securities and Exchange 

Commission, 801 Brickell Avenue, Suite 1950, Miami, FL 33131.