Frank J. M. ten Brink - EVP, CFO and Chief Administrative Officer Richard T. Kogler - EVP and COO Mark C. Miller - Chairman and President

Ryan Daniels - William Blair Scott Schneeberger - Oppenheimer & Co Scott Levine - JP Morgan Jonathan Ellis - Merrill Lynch David Manthey - Robert Baird Greg Halter - Great Lake Review

Good afternoon, ladies and gentlemen. My name is Maria and I will be your conference operator today. At this time I would like to welcome everyone to the Stericycle Third Quarter Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers remarks there will be a question-and-answer session. [Operator Instructions] I would now like to turn the call over to Mr. Frank ten Brink, CFO Stericycle. You may begin your conference. Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: Thank you. Welcome to Stericycle's quarterly conference call. On today's call will be, Rich Kogler, CFO and Mark Miller, the CEO. I will now read the Safe Harbor statement. Statements by Stericycle in this conference call that are not strictly historical are forward-looking. Forward-looking statements involve known and unknown risks, and should be viewed with caution. Factors described in the company's Form 10-K, 10-Q, as well as its other filings with the SEC could affect the company's actual results and could cause the company's actual results to differ materially from expected results. The company makes no commitment to disclose any revisions to forward-looking statements or any facts, events or circumstances after this date that may bear upon forward-looking statements. Now the results. The results for the third quarter are as follows. Revenues grew $39.8 million, to $277.1 million, up 16.8% from $237.3 million in Q3 of '07. Internal growth, for the company was $22.9 million or 9.7%, which is adjusted for foreign exchange. Domestic growth was 8% and international growth adjusted for exchange was 16%. Domestic growth consisted of SQ of 14%, LQ of 10% and returns management revenues of $16 million. Gross profit was a $123 million or 44.4% of revenues and SG&A expense including amortization was $51.2 million or 18.5% of revenues. Operating income was $71.5 million or 25.8% of revenues and that interest expense was $8.4 million. Net income in the quarter was $39.2 million or $0.45 per share. At the end of the quarter our revolver borrowings were approximately $412 million. Currently, $225 million of our revolver is hedged at an average fixed 2.81% LIBOR rate and normally have 75 basis point in excess of debt. The remaining $187 million is floating of LIBOR plus 75 basis points or the prime rate, whichever is lower. The unused portion of the revolver debt at the end of the quarter was approximately $241 million. We repurchase 179,073 shares of common stock on the open markets at an amount of approximately $9.1 million in the quarter. Cumulatively we have purchased approximately 11.1 million shares and we still have authorization to purchase an additional 5.1 million shares. Capital spending in the quarter was $12.8 million and our DSO was 58 days. Cash from operations was $61.6 million in the quarter and $156.3 million year-to-date. And with that, I will turn it over to Rich. Richard T. Kogler - Executive Vice President and Chief Operating Officer: Thanks, Frank. We will begin by thanking each member of our worldwide team for their solid performance and continued commitment to our customers and our shareholders. We enjoyed strong sales growth in all of our business segments in the quarter. The SQG growth was primarily driven by Steri-Safe, with three out of four new Steri-Safe customers choosing select and preferred. And Steri-Safe contributed approximately 61% of total small customer revenues. LQ sales growth was driven by the continued auction of our Bio Systems offering and new LQG med waste contracts. In summary, we ended Q3 with over 410,000 accounts of which over 400,000 were small and remainder large. Now, I'll turn over to Mark. Mark C. Miller - Chairman and President: Thanks Rich. I would now like to provide insight on our current outlook for 2008 and provide our preliminary guidance for 2009. Please keep in mind that these are forward-looking statements. During the third quarter, we completed four acquisitions, three domestic and one international. The incremental revenue impact in the third quarter of this year was approximately $2.1 million. The annualized revenues of these acquisitions is approximately $15.5 million. Please keep in mind that our guidance does not include future acquisitions or divestitures, and the settlement charge of $0.04 per share in the first quarter of this year. We believe that the analyst estimates will be in the range of $1.71 to $1.73, which we are comfortable with. We believe analyst revenue estimates for 2008 will be in the range of $1.08 billion to $1.09 billion, depending on assumptions for growth and foreign exchange. We believe analysts will have estimates for net income between $151 million to $153 million, depending on their assumption for mix and interest expense. We believe that analysts will estimates for free cash flow of approximately $150 million with CapEx anticipated between $45 million and $50 million. I would now like to provide preliminary outlook for 2009. Keep in mind that preliminary guidance does not include acquisitions or divestitures. We believe analyst EPS estimates will be in the range of $1.97 to $2.01, which we are comfortable with. We believe analyst revenue estimates for 2009 will be in a range of $1.16 billion to $1.18 billion depending on assumptions for growth in foreign exchange. We believe analyst estimates for net income will be between a $174 million and $177 million depending assumptions for margin improvement and interest expense. And we believe analysts who have estimates for free cash flow between $170 million and $175 million with CapEx anticipated between $50 million and $60 million. In closing we are very excited about the tremendous growth opportunities in 2009 and beyond. And we thank you for your time or we'll now go to Q&A session. Question And Answer

[Operator Instructions]. The first question comes from Ryan Daniels from William Blair. Sir your line is open. Ryan Daniels - William Blair: Thank you. A couple of quick housekeeping ones I tend to ask every quarter; can you just give us the LQG adds and Bio System adds, during the period? Mark C. Miller - Chairman and President: Yes the Bio Systems new accounts were 72 in Q3 and we had 57 new subleased contracts. Ryan Daniels - William Blair: Okay, and then under the Steri-Safe, can you give us the total claims there and the percentage on premium of that business. Mark C. Miller - Chairman and President: Yes the total number of accounts now is just a little bit about, a 128,800 total accounts and the percentage on select and premium is about 28%. Ryan Daniels - William Blair: Okay. And if we think of the updated guidance, obviously one of the things that has happened pretty dramatically over the last there or four weeks is foreign exchange rates; to dollar strengthened a lot. I know that's probably pressuring your revenue growth. Can you give us a feel; one for what you are using in your '08 guidance on FX and number two, your feel for what kind of headwind that was in the guidance relative to if you may have delivered it just a couple of weeks ago? Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: I think if you look at the guidance from last and now, you probably have anywhere from $30 million to $35 million lower in revenues because of the change in foreign exchange and the dollar getting in this case stronger. And that's probably has about $0.05... it had about $0.05 impact on the EPS. Ryan Daniels - William Blair: Annually you mean? Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: That is annually for the '09 period. Yes. Ryan Daniels - William Blair: Got you. So that's the probably the exclusive reason for taking the $1.70 revolver high end down to $1.73. It's just FX? Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: That's exactly right. I think if you look for '08, it probably is about $10 million to $11 million impact, that's Q3 and Q4 combined. It was about 1.3 pennies roughly. Ryan Daniels - William Blair: Okay perfect. And than I know you guys have talked about in the past the fuel prices came down you may have an ability to keep some of the pricing, you pass through there and I am curious one, what's your thoughts on that and two, how much of it benefit it was in the third quarter with the decline in fuel. If much that is still to be seen the fourth quarter? Mark C. Miller - Chairman and President: Well I think first we didn't any benefit in third quarter, because you if you think about it, fuel prices stayed pretty high through the summer they have only recently started to move. I think the second thing is, we're primarily diesel-driven and gasoline has moved down much more quickly than diesel. So we're still paying diesel. Also were looking at this period of time in a more normalized market where heating oil in winter tends to drive the price of diesel up and of course all eyes are on OPEC II. So I guess to kind of summarize, we didn't see any impact positive to our fuel and energy costs in Q3. And our guidance assumes that will be sort of at this current stable rate through 2009. Ryan Daniels - William Blair: Okay, great. That's helpful and then final question I jump in the queue. Can you just actually gives us the energy cost in the quarter? Mark C. Miller - Chairman and President: It was 7.6% of revenue. Ryan Daniels - William Blair: Thanks a lot guys. Thanks.

The next question comes from Scott Schneeberger from Oppenheimer. Scott Schneeberger - Oppenheimer & Co: Thanks, just following up on that. Could you guys break out of the organic growth what piece of that would be the fuel surcharges? Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: I think if you look, it's probably a little about 2% of the growth. Scott Schneeberger - Oppenheimer & Co: LQ and SQ combined? Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: Yeah fairly, even Scott Schneeberger - Oppenheimer & Co: Okay.The acquisitions in the quarter, three U.S. one international; could you guys take us a little deeper size and what they are in where? Richard T. Kogler - Executive Vice President and Chief Operating Officer: Yes these three domestic are in the west and the Midwest and the one internationally was in... is in Argentina. Again the revenues annualized about $15.5 million. Total price on an NPV basis is there is notes in it and cash as about $31 million and the overall synergized EBITDA was about 5 to 6 times. Scott Schneeberger - Oppenheimer & Co: What you're seeing with multiples now overall? Is it that 5 to 6, is it coming down from there in this environment or pretty steady? Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: Again our historic multiple is anywhere from 3.5 to maybe synergized 6,7. I think it's probably coming down a little bit. Scott Schneeberger - Oppenheimer & Co: And what's your appetite here? I believe you are working to more focus acquisitions perhaps hiring in that space recently. Any thoughts on where and what's from here? Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: The acquisition pipeline continues very robust. $50 million, in fact north of that. That team is very busy. Also our bank debt is well setup for it. We have ample room in our credit line and so from that point we have $241 million in line available. We've not seen any hiccups in draws on that line. We've strong bank group, both BFA and JPMorgan are the leads in our bank group which obviously right now, it is stronger banks out there. So we feel very good about being in a position to take advantage of the market position. Scott Schneeberger - Oppenheimer & Co: Thanksand just one more from me. The... I think a concern a lot of folks have right now is obviously in this environment, would be a slowdown of any sort. Could you take us through on the LQG side, just your exposure there to a slowdown. How soon you think it would arrive in and what percent of revenue or magnitude do you think would come in that pocket specifically? Thanks. Mark C. Miller - Chairman and President: Well there is large quality generator space. We do quite a bit of analysis by its sector and types of customers and volume. But we've not seen any dampening of our volumes coming out of those accounts. So, but historically it does not surprise us but we anticipated the question and that's because of what drives the volume and demand and also the nature of our relationships with customers are such that even though there may be modest changes it doesn't effect our data. In terms of the large account sector, I think the same part of your question is what percent of our total business and.. Richard T. Kogler - Executive Vice President and Chief Operating Officer: Its on the domestic side. It's about 33% of our revenue. Mark C. Miller - Chairman and President: And internationally it's about roughly 70% to 80%? Richard T. Kogler - Executive Vice President and Chief Operating Officer: Yes. Scott Schneeberger - Oppenheimer & Co: I guess specifically how the contracts are setup. Where do you not have long-term contracts perhaps in LQG or where might have you based on volumes. Just what might be a little bit more economically exposed versus short-up? Richard T. Kogler - Executive Vice President and Chief Operating Officer: Three ways that we build predominantly to customer. Its weight driven or per container driven which really what weight is in it is not as important. Remember two of these are customers that are all on schedule pick-ups. So the continuation is very stable there and as we said, we have not seen an impact from a rate point of view or in the billing side. We do have some other customers that are on fixed rates, so those obviously are not impacted at all. Scott Schneeberger - Oppenheimer & Co: Okay, thanks.

Our next question comes from Scott Levine from JP Morgan Chase. Sir your line is open. Scott Levine - JP Morgan: Good afternoon. Can you talk a little bit about the details in the '09 guidance specifically. Given assumptions for returns that you'd be wanting to share with us for that business for next year and then also how LQ and SQ assumptions kind of baked into the initial targets there? Mark C. Miller - Chairman and President: 2009 we're looking at a range of about $78 million to $88 million under the turns business and across the board on our growth rate, we're looking at high single-digit internal growth rates across all of our businesses. And that's assuming that there is a constant level of energy right now. Scott Levine - JP Morgan: Okay. And do you have any thoughts regarding the potential cyclicality, if any you would anticipate on the return side? Mark C. Miller - Chairman and President: It's hard to call on the cyclicality. The fundamental issues we see is they continue to learn us as capabilities continues to grow. I think we are making headway there. There is also a recent impact of the new law which went into effect the HR 40/40 which impacts the consumer products marketplace with higher penalties and higher and broader scope for responsibilities, so that may drive opportunities. But the recalls really aren't as cyclical. It's driven... it's in a bank-driven activity. Scott Levine - JP Morgan: Okay and then one last one on acquisitions; could you share with us your thoughts in terms of how the activity prices paid deal flow anticipations into and with downturn there, as what are your expectations are? Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: Again there is clearly a very robust environment for us. It's better there is less competition going for deals the financial buyers out there pretty much or shut out of that market right now, and historically internationally gave sometimes big competitors. The leverage they can throw at deals have change from maybe 80 debt 20 equity now to at best for them 50-50. So all these deals are severely impacted and so that makes it better for us in that landscape. An overall, we've see that clearly have a positive impact. Scott Levine - JP Morgan: Okay, one last one if I can as well; any impact of business crises maybe of the SQ side of the business with bad debt and your pressure on that side? Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: We've not seen any deterioration in payments, and so we've good collections. Our DSO is holding right in the mid-to-high 50s. We normally have a little bit lower DSO in Q2 because of higher prepaids. So we're right in line equal to a little bit better even than last year at the same time. So we've not seen a deterioration at this point. Scott Levine - JP Morgan: Okay, thanks guys.

The next question comes from Jonathan Ellis from Merrill Lynch. Sir your line is open. Jonathan Ellis - Merrill Lynch: Thanks and good evening guys Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: Good evening Jonathan Ellis - Merrill Lynch: I wanted to just ask you very quickly on the acquisitions. You didn't mentioned where they were but were they all medical aid companies or they were in different business lines? Mark C. Miller - Chairman and President: Yes they predominantly were medical aids companies. Jonathan Ellis - Merrill Lynch: Okay. Could you possibly breakdown the $50 million annualized revenues. How much of that was for the Argentinean company versus the domestic companies? Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: We don't break it out. Jonathan Ellis - Merrill Lynch: Okay. Any new joint ventures or licensing agreements you engaged in this quarter? Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: No. Jonathan Ellis - Merrill Lynch: No okay. Just on the recall business; it does look like revenues came down somewhat mean from the prior quarter and I know you don't give specifics around revenue from recalls and returns but maybe if you can talk directionally about which part of that business was responsible for the quarter-to-quarter deceleration? Mark C. Miller - Chairman and President: Sequentially it was the recall activity. The underling retain business continues to grow and stronger and more importantly as we've invested in this space, the fall through margins continue to improve. The team has done a great job in driving and I think we are well positioned to take advantage of the opportunity. Jonathan Ellis - Merrill Lynch: Okay. And just, all this in mind in that recall and returns business, wondering if you could talk briefly about the international side of that. And as I think about the opportunity to potentially expand the broad... I am wondering do you think it would be easier to provide international recalls for companies based in United States to just kind of an extension of your adjusting relationship or actually you are sort of targeting international companies that are going to be conducting local recalls. How do you think about the best way to possibly expand the recall business abroad? Mark C. Miller - Chairman and President: And the recall business abroad I think will be vary by the type of company we interface with. Some companies that are global in nature, that have a very centralized control over management of regulatory affairs and risk management, we think will have an advantage because we observe that enterprise in the U.S. marketplace, so that my help us in our expansion. The other global company is there a very decentralized in the country-by-country. And we are looking at that opportunity and expansion but that's not in our '09 guidance at this point. Jonathan Ellis - Merrill Lynch: Okay great. And then just on the international side of business, I know there was an arbitration settlement in the U.K. with a joint venture partner related to Bio System's containers. And I'm trying get a feel; as part of the arbitration settlement, what type of grace period or quite period if you will hasn't put in effect such that you are not allowed to launch Bio Systems in specific parts of the UK until that gets lifted. Can you give a sense what that time period? Richard T. Kogler - Executive Vice President and Chief Operating Officer: I can't go because confidentiality in that agreement into detail. There are some limitations; there is time limits on it. It's not that long, and so, there is an opportunity long-term for us in that market. It's small from a geographic point of view and I think that's all we can say about it. Jonathan Ellis - Merrill Lynch: Okay, great. And then just on the fuel very quickly given what's happened to diesel prices recently. At what point would you possibly consider a hedge or fore purchase range if it all for 2009? Mark C. Miller - Chairman and President: I think we looked at hedges over time and for us really because of the strength of our contracts and relationship that we have built into it to adjust for these sort of events, we don't work at hedges, we just do pastures [ph]. Jonathan Ellis - Merrill Lynch: Okay, great and then just my final question in terms of the guidance for 2009, you mentioned that's in high single digit growth across your businesses and I'm just trying to reconcile that with which you use in prior years as your basis for forecasting growth. I know SQ has been 8% to 10% and LQ it was lower 5% to 7% and international was gig-single digits. So I'm just trying to understand is your inputs in the guidance that LQ may grow a little bit faster next year than it has historically and then SQ grows a little bit slower. I'm just trying to help us understand that. Mark C. Miller - Chairman and President: No I think you'll see SQ being the faster grower slightly in the context of internal growth for the total company. We'd anticipate being in high-single digit and what you have is a blending effect when you have the faster growing SQ versus the slower growing LQ you end up with a blend of high single-digit number. Jonathan Ellis - Merrill Lynch: Okay are you willing to give specific ranges for SQ, LQ internationally as you have in the past? Mark C. Miller - Chairman and President: I thinkIf you directionally it's similar what we've been doing, where if you take out the noise SQ is typically been in the 8% to 10% sometimes low double-digit. LQ has been 5% to 8% in the past. So total domestic business in the 8% to 10% and international if you take out the noise factor typically 7% 9%. Jonathan Ellis - Merrill Lynch: Okay great thanks guys.

Next question comes from David Manthey of Robert W. Baird. Sir your line is open. David Manthey - Robert Baird: Hi, thank you. I was wondering if you could help understand if there has been any change in customer behavior for example, has there been any measurable change in your renewal rates or demand for mail back for example? Mark C. Miller - Chairman and President: No, we mentioned previously we see no real change in volume at all. David Manthey - Robert Baird: Okay and do customers SQ customers once they start to Steri-Safe program, do they ever cancel those or do you have nearly 100% renewal rate? Mark C. Miller - Chairman and President: I think we were at 95-plus percent retention rate with our contracts and those customers see the benefit and continue on or upgrade to a higher level? Richard T. Kogler - Executive Vice President and Chief Operating Officer: And with the issue, you might have adopted that closes in effort because they retire. So there always will be some customers that in fact don't necessarily cancel but drop off and there are some customers that don't pay a bills at which point we stop service. David Manthey - Robert Baird: Okay that brings me to the next question; is there any change in your willingness to do business with less stable customers maybe elected surgery centers or like you said customers that have been all shaky on paying the bills? Richard T. Kogler - Executive Vice President and Chief Operating Officer: I mean obviously we keep close track to those who pay the bill slow or not. We look at sectors that are little bit higher risk and take appropriates measures from a collection and focus point of view. But also think about it, this is a very small amount people spend for a kind of office and it's normally not the one because it's a regulatory issue for them that they necessarily are being shored up. Mark C. Miller - Chairman and President: Just a color commentary on that as well as even in the situations that we've had historically where there might be a hospital for example that goes bankrupt, we've often been deal by the bankruptcy core to be a necessary utility and we continue to get paid through our services as they work their way through. So it's not something like in inventory or product sales, or for customers not paying and they get cut off that they can work off the inventory and switch to another vendor as to something what they can cutoff on service, they have medical waste being up and so they really want to build the inventory of medical waste. David Manthey - Robert Baird: Got it. And then just two quick ones on Steri-Safe. What number did you say that were percent of customers now are choosing the select or premium? Mark C. Miller - Chairman and President: Well of our total accounts right, now we have almost 28% on select or premium. 3 out of 4 accounts are going to the higher level, if they're new account coming aboard. David Manthey - Robert Baird: And to what do you attribute that; is that just better sales efforts or is it a different customer, why would it be so much higher? Mark C. Miller - Chairman and President: I mean I think the program provides a good value and as our sales force is getting more experienced. You know we've been doing this for a number of years now. David Manthey - Robert Baird: Okay, and then finally could you talk about the average invoice for a select or premium versus a base was in terms of percentage higher? Richard T. Kogler - Executive Vice President and Chief Operating Officer: I think in a broad picture, if you have a customer that's med waste; you're looking at a party that's maybe doing anywhere 750 to 850 $900. If they select the premium level that could be anywhere $700 to $1200 more per year depending upon again a lot of factors; size of office, number people. There is lot of factors that play in there. David Manthey - Robert Baird: Got it. Thank you.

Your next question comes from Greg Halter from Great Lake Review. Sir your line is open. Greg Halter - Great Lake Review: Hello and thank you. What is the percentage of your revenues now coming from international sources. Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: It's about 23% roughly 24%. Greg Halter - Great Lake Review: Okay. Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: And that was in Q3. Greg Halter - Great Lake Review: Okay, and I know you mentioned a few was about 7.6% of revenues. Did that detract from your gross margin and if so how much in the quarter. Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: In the quarter its was kind of a neutral point for us that you compared to the prior quarter. I assume you're comparing to the prior quarter right now, this is what impact it had. Greg Halter - Great Lake Review: Right, well then over on a year-over-year basis. Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: Year-over-year it definitely had an impact and that's probably north of at least a 100 basis points. Greg Halter - Great Lake Review: Okay. Alright. And looking at your tax rate; I think it was about 37.2 % or so which is lower than it's normally been or historically been. Any comment there on the third quarter rate as well the outlook going forward in rest of '08 and '09? Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: The third quarter was kind of an adjust to an overall year-to-date rate of 37.8 %. And that's for kind of a good rate to use for '08. We think in the guidance it's roughly about 38 %. Greg Halter - Great Lake Review: For '09? Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: For '09? Greg Halter - Great Lake Review: Okay. And its small but you have differed revenue about $14 million on the balance sheet. Is that relate to the prepays... prepaid tax rate - Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: As relate to two major things - one is Steri-Safe where you have customers that sometimes pay annual in advance or quarterly in advance and then we have some larger customers in the UK that do some prepaids within the national health system. Greg Halter - Great Lake Review: And I notice some insider buys, I don't know like 8 of them over the last 3-4 months for about 400 some thousands shares which frankly we don't see much inside a buying of any of other companies that we cover? So we put on that. Just wanted it to enquire whether not any of that is on marginal? Frank J. M. ten Brink - Executive Vice President, Chief Financial Officer and Chief Administrative Officer: Not to my knowledge. I think it's all cash purchases to our knowledge. Greg Halter - Great Lake Review: Okay that's great and that's all I have thanks.

There are no further questions holding in queue at this time. Mark C. Miller - Chairman and President: We thank everybody for your time and your contribution and we look forward to not going to cover up the bulk [ph] for in the future. Have a great weekend.

Ladies and gentlemen, this concludes today's conference call. You may now disconnect. .