Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 25, 2019 | Jun. 30, 2018 | |
Document Document And Entity Information [Abstract] | |||
Entity Registrant Name | STERICYCLE INC | ||
Entity Central Index Key | 861,878 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | SRCL | ||
Amendment Flag | false | ||
Entity Common Stock, Shares Outstanding | 90,703,162 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Public Float | $ 5,596,897,370 |
CONSOLIDATED STATEMENTS OF (LOS
CONSOLIDATED STATEMENTS OF (LOSS) INCOME - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Revenues | $ 3,485.9 | $ 3,580.7 | $ 3,562.3 |
Cost of revenues | 2,109.9 | 2,118.2 | 2,075.4 |
Gross profit | 1,376 | 1,462.5 | 1,486.9 |
Selling, general and administrative expenses | 1,178.4 | 1,405.1 | 1,053.1 |
Goodwill impairment | 358.7 | 65 | |
(Loss) Income from operations | (161.1) | (7.6) | 433.8 |
Other income (expense): | |||
Interest income | 0.6 | 0.3 | |
Interest expense | (106.6) | (94) | (97.8) |
Other expense, net | (8.3) | (6.6) | (7.9) |
(Loss) Income before income taxes | (275.4) | (107.9) | 328.1 |
Income tax benefit (expense) | 29.8 | 150.9 | (120.2) |
Net (loss) income | (245.6) | 43 | 207.9 |
Net loss (income) attributable to noncontrolling interests | 0.9 | (0.6) | (1.6) |
Net (loss) income attributable to Stericycle, Inc. | (244.7) | 42.4 | 206.3 |
Mandatory convertible preferred stock dividend | (25.5) | (36.3) | (39.4) |
Gain on repurchase of preferred stock | 16.9 | 17.3 | 11.3 |
Net (loss) income attributable to Stericycle, Inc. common shareholders | $ (253.3) | $ 23.4 | $ 178.2 |
(Loss) Earnings per common share attributable to Stericycle, Inc. common shareholders: | |||
Basic | $ (2.91) | $ 0.27 | $ 2.10 |
Diluted | $ (2.91) | $ 0.27 | $ 2.08 |
Weighted average number of common shares Outstanding: | |||
Basic | 87.1 | 85.3 | 84.9 |
Diluted | 87.1 | 85.6 | 85.6 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net (loss) income | $ (245.6) | $ 43 | $ 207.9 |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustments | (80.3) | 80.5 | (86.7) |
Amortization of cash flow hedge into income, net of tax expense ($0.4, $0.7, and $0.8 for the years ended December 31, 2018, 2017, and 2016, respectively) | 1 | 1 | 1.1 |
Change in fair value of cash flow hedge, net of tax expense (benefit) ($0.0, $0.0, and $0.0) for the years ended December 31, 2018, 2017, and 2016, respectively) | 0.3 | 0.2 | |
Total other comprehensive (loss) income | (79.3) | 81.8 | (85.4) |
Comprehensive (loss) income | (324.9) | 124.8 | 122.5 |
Less: comprehensive (loss) income attributable to noncontrolling interests | (1.9) | 1.8 | 1.2 |
Comprehensive (loss) income attributable to Stericycle, Inc. common shareholders | $ (323) | $ 123 | $ 121.3 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Amortization of cash flow hedge into income, tax expense | $ 0.4 | $ 0.7 | $ 0.8 |
Change in fair value of cash flow hedge, tax expense/(benefit) | $ 0 | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Cash and cash equivalents | $ 34.3 | $ 42.2 |
Accounts receivable, less allowance for doubtful accounts of $71.9 in 2018 and $65.2 in 2017 | 599.6 | 624.1 |
Prepaid expenses | 50 | 76.5 |
Other current assets | 63.4 | 49.8 |
Assets held for sale | 20.8 | |
Total Current Assets | 747.3 | 813.4 |
Property, plant and equipment, less accumulated depreciation of $678.1 in 2018 and $603.2 in 2017 | 743.5 | 741 |
Goodwill | 3,222.2 | 3,604 |
Intangible assets, less accumulated amortization of $499.9 in 2018 and $392.5 in 2017 | 1,637.7 | 1,791.5 |
Other assets | 104.8 | 38.4 |
Total Assets | 6,455.5 | 6,988.3 |
Current Liabilities: | ||
Current portion of long-term debt | 104.3 | 119.5 |
Bank overdraft | 14.8 | 7 |
Accounts payable | 225.8 | 195.2 |
Accrued liabilities | 340.8 | 588.1 |
Other current liabilities | 47.5 | 54.5 |
Liabilities held for sale | 5.1 | |
Total Current Liabilities | 733.2 | 969.4 |
Long-term debt, net | 2,663.9 | 2,615.3 |
Deferred income taxes | 307.3 | 371.1 |
Long-term tax payable | 83.3 | 55.8 |
Other liabilities | 70.7 | 68.1 |
Total Liabilities | 3,858.4 | 4,079.7 |
Commitments and contingencies | ||
Equity: | ||
Preferred stock (par value $0.01 per share, 1.0 shares authorized), mandatory convertible preferred stock, Series A, 0.0 and 0.7 issued and outstanding in 2018 and 2017, respectively (see Note 14) | ||
Common stock (par value $.01 per share, 120.0 shares authorized, 90.7 and 85.5 issued and outstanding in 2018 and 2017, respectively) | 0.9 | 0.9 |
Additional paid-in capital | 1,162.6 | 1,153.2 |
Retained earnings | 1,789.2 | 2,029.5 |
Accumulated other comprehensive loss | (365.3) | (287) |
Total Stericycle, Inc.’s Equity | 2,587.4 | 2,896.6 |
Noncontrolling interests | 9.7 | 12 |
Total Equity | 2,597.1 | 2,908.6 |
Total Liabilities and Equity | $ 6,455.5 | $ 6,988.3 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 71.9 | $ 65.2 |
Property, plant and equipment, accumulated depreciation | 678.1 | 603.2 |
Intangible assets, accumulated amortization | $ 499.9 | $ 392.5 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, issued (in shares) | 0 | 673,380 |
Preferred stock, outstanding (in shares) | 0 | 673,380 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 120,000,000 | 120,000,000 |
Common stock, issued (in shares) | 90,700,000 | 85,500,000 |
Common stock, outstanding (in shares) | 90,700,000 | 85,500,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
OPERATING ACTIVITIES: | |||
Net (loss) income | $ (245.6) | $ 43 | $ 207.9 |
Adjustments to reconcile net (loss) income to net cash from operating activities: | |||
Depreciation | 125.6 | 131.1 | 123.2 |
Amortization | 130.3 | 118.4 | 129.3 |
Stock-based compensation expense | 24.1 | 21.3 | 20.5 |
Deferred income taxes | (34.1) | (290.2) | 7.1 |
Asset impairment charges and loss (gain) on disposal of assets held for sale | 418.9 | 112.2 | 28.5 |
Other, net | 3.8 | (6.7) | 1 |
Changes in operating assets and liabilities, net of the effects of acquisitions and divestitures: | |||
Accounts receivable | 3.6 | 17.1 | (43.1) |
Prepaid expenses | (15.6) | (33.9) | (1.2) |
Accounts payable | 9.3 | 22.9 | 5.2 |
Accrued liabilities | (238.5) | 363 | 28.5 |
Other assets and liabilities | (16.1) | 10.4 | 53.9 |
Net cash from operating activities | 165.7 | 508.6 | 560.8 |
INVESTING ACTIVITIES: | |||
Capital expenditures | (130.8) | (143) | (136.2) |
Payments for acquisitions, net of cash acquired | (44.7) | (52.5) | (63.9) |
Proceeds from divestitures of businesses | 25.2 | 1.2 | 2.1 |
Other, net | 2.8 | 1.3 | 2.4 |
Net cash from investing activities | (147.5) | (193) | (195.6) |
FINANCING ACTIVITIES: | |||
Repayments of long-term debt and other obligations | (64.5) | (62.1) | (89.2) |
Proceeds from foreign bank debt | 12.1 | 13.3 | 76.2 |
Repayment of foreign bank debt | (17.8) | (31.9) | (84.1) |
Proceeds from term loan | 50 | ||
Repayment of term loan | (47.5) | (100) | (250) |
Repayment of private placement of long-term note | (175) | ||
Proceeds from senior credit facility | 1,657.2 | 1,739.1 | 1,464.9 |
Repayment of senior credit facility | (1,541) | (1,689.7) | (1,393.3) |
Proceeds from (repayment of) bank overdrafts, net | 8.7 | 2.4 | (13.6) |
Payments of capital lease obligations | (8.2) | (3.6) | (5.3) |
Payments of deferred financing costs | (1.7) | (2.7) | (0.6) |
Payments for repurchase of common stock | (40.8) | ||
Proceeds from issuance of common stock, net of shares withheld for tax | 20.1 | 10.2 | 37.5 |
Payments for repurchase of mandatory convertible preferred stock | (17.2) | (34.2) | (30.9) |
Dividends paid on mandatory convertible preferred stock | (25.5) | (36.3) | (39.4) |
Payments to noncontrolling interests | (0.4) | (0.7) | (8.2) |
Net cash from financing activities | (25.7) | (321.2) | (376.8) |
Effect of exchange rate changes on cash and cash equivalents | (0.4) | 3.6 | 0.2 |
Net change in cash and cash equivalents | (7.9) | (2) | (11.4) |
Cash and cash equivalents at beginning of year | 42.2 | 44.2 | 55.6 |
Cash and cash equivalents at end of year | 34.3 | 42.2 | 44.2 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Net issuances of obligations for acquisitions | 30.1 | 16.5 | 44.2 |
Accrued capital expenditures | 30.8 | 5 | 6.2 |
Interest paid during the year, net of capitalized interest | 93.7 | 84.2 | 88.8 |
Income taxes paid during the year, net of refunds | $ 26.4 | $ 128.9 | $ 111.5 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Millions, $ in Millions | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests |
Beginning Balance at Dec. 31, 2015 | $ 2,747.9 | $ 0.8 | $ 1,143 | $ 1,868.7 | $ (282.6) | $ 18 | |
Beginning Balance (in shares) at Dec. 31, 2015 | 0.8 | 84.9 | |||||
Net income (loss) | 207.9 | 206.3 | 1.6 | ||||
Currency translation adjustment | (86.7) | (86.3) | (0.4) | ||||
Change in qualifying cash flow hedge, net of tax | 1.3 | 1.3 | |||||
Issuance of common stock for exercise of options, RSU vesting and employee stock purchases, net | 44.8 | 44.8 | |||||
Issuance of common stock for exercise of options, RSU vesting and employee stock purchases, net (in shares) | 0.7 | ||||||
Repurchase and cancellation of treasury stock | (40.8) | (40.8) | |||||
Repurchase and cancellation of treasury stock (in shares) | (0.4) | ||||||
Repurchase and cancellation of convertible preferred stock | (30.9) | (42.2) | 11.3 | ||||
Repurchase and cancellation of convertible preferred stock (in shares) | (0.1) | ||||||
Preferred stock dividend | (39.4) | (39.4) | |||||
Stock compensation expense | 20.5 | 20.5 | |||||
Payments to noncontrolling interest | (8.2) | 0.4 | (8.6) | ||||
Ending Balance at Dec. 31, 2016 | 2,816.4 | $ 0.8 | 1,166.5 | 2,006.1 | (367.6) | 10.6 | |
Ending Balance (in shares) at Dec. 31, 2016 | 0.7 | 85.2 | |||||
Net income (loss) | 43 | 42.4 | 0.6 | ||||
Currency translation adjustment | 80.5 | 79.3 | 1.2 | ||||
Change in qualifying cash flow hedge, net of tax | 1.3 | 1.3 | |||||
Issuance of common stock for exercise of options, RSU vesting and employee stock purchases, net | 17.3 | $ 0.1 | 17.2 | ||||
Issuance of common stock for exercise of options, RSU vesting and employee stock purchases, net (in shares) | 0.3 | ||||||
Repurchase and cancellation of convertible preferred stock | (34.2) | (51.5) | 17.3 | ||||
Repurchase and cancellation of convertible preferred stock (in shares) | 0 | ||||||
Preferred stock dividend | (36.3) | (36.3) | |||||
Stock compensation expense | 21.3 | 21.3 | |||||
Reduction to noncontrolling interests due to additional ownership | (0.7) | (0.3) | (0.4) | ||||
Ending Balance at Dec. 31, 2017 | 2,908.6 | $ 0.9 | 1,153.2 | 2,029.5 | (287) | 12 | |
Ending Balance (in shares) at Dec. 31, 2017 | 0.7 | 85.5 | |||||
Net income (loss) | (245.6) | (244.7) | (0.9) | ||||
Currency translation adjustment | (80.3) | (79.3) | (1) | ||||
Change in qualifying cash flow hedge, net of tax | 1 | 1 | |||||
Issuance of common stock for exercise of options, RSU vesting and employee stock purchases, net | 19.4 | 19.4 | |||||
Issuance of common stock for exercise of options, RSU vesting and employee stock purchases, net (in shares) | 0.5 | ||||||
Repurchase and cancellation of convertible preferred stock | (17.2) | (34.1) | 16.9 | ||||
Repurchase and cancellation of convertible preferred stock (in shares) | (0.1) | ||||||
Conversion of convertible preferred stock to common stock, (in shares) | (0.6) | 4.7 | |||||
Preferred stock dividend | (25.5) | (25.5) | |||||
Stock compensation expense | 24.1 | 24.1 | |||||
Payments to noncontrolling interest | (0.4) | (0.4) | |||||
Cumulative effect of new accounting standard (see Note 1) | 13 | 13 | |||||
Ending Balance at Dec. 31, 2018 | $ 2,597.1 | $ 0.9 | $ 1,162.6 | $ 1,789.2 | $ (365.3) | $ 9.7 | |
Ending Balance (in shares) at Dec. 31, 2018 | 0 | 90.7 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Description of Business The Company provides regulated and compliance services, which include the collection and processing of regulated and specialized waste for disposal, the collection of personal and confidential information for secure destruction, recall and returns (“Expert Solutions”), and communication services. We were incorporated in 1989 and today serve a diverse customer base across all 50 states of the United States (“U.S.”), Puerto Rico, and 21 other countries. For further information on the Company’s business, segments and services, see Part I, Item 1. Business and Note 17 – Segment Reporting. Summary of Significant Accounting Policies Basis of Presentation: The accompanying consolidated financial statements include the accounts of Stericycle, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control. Outside stockholders' interests in subsidiaries are shown on the consolidated financial statements as “Noncontrolling interests." Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Some areas where we make estimates include our allowance for doubtful accounts, credit memo reserve, accrued employee health and welfare benefits, environmental liabilities, stock compensation expense, income tax liabilities, accrued auto and workers’ compensation insurance claims, intangible asset valuations, and goodwill impairment. Such estimates are based on historical trends and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from our estimates. Revenue from Contracts with Customers: In accordance with ASU No. 2014-19, “Revenue from Contracts with Customers” (“ASC 606”) , revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these good or services. Revenue is recognized net of revenue-based taxes assessed by governmental authorities. The Company provides regulated and compliance services, which include the collection and processing of regulated and specialized waste for disposal, the collection of personal and confidential information for secure destruction, and Expert Solutions, and communication services. The associated activities for each of these are a series of distinct services that are substantially the same and have the same pattern of transfer over time; therefore, the respective services are treated as a single performance obligation. The Company recognizes revenue by applying the right to invoice practical expedient as our right to consideration corresponds directly to the value provided to the customer for performance to date. Revenues for our Medical Waste Solutions and Secure Information Destruction Services are recognized upon waste collection. Our Compliance Solution revenues are recognized over the contractual service period. Revenues from Hazardous Waste Solutions and Manufacturing and Industrial Services are recognized at the time the waste is received by a facility with an appropriate permit, either our processing facility or a third party. Revenues from communication services and Expert Solutions are recognized as the services are performed. Revenues from recycling of shredded paper are recognized upon delivery. Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable are recorded when billed or when goods or services are provided. The carrying value of our receivables is presented net of an allowance for doubtful accounts. We estimate our allowance for doubtful accounts based on past collection history and specific risks identified among uncollected amounts. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when our internal collection efforts have been exhausted. No single customer accounts for more than approximately 1.0% of our accounts receivable or approximately 1.1% of total revenues. During the year ended December 31, 2018, 2017, and 2016, bad debt expense was $24.9 million, $32.3 million, and $41.8 million, respectively. Contract Liability: We record a contract liability when cash payments are received or due in advance of our services being performed which is classified as current in Other current liabilities on the Consolidated Balance Sheets since the amounts are earned within a year. Substantially all our contract liabilities outstanding as of December 31, 2017 (presented as deferred revenues on the Consolidated Balance Sheets prior to the adoption of ASC 606 ) were recognized as revenues during 2018. The contract liability at December 31, 2018 was $15.0 million, the substantial portion of which is expected to be recognized as revenue during Contract Acquisition Costs: Incremental direct costs of obtaining a contract, which primarily represent sales incentives, are deferred and amortized to Selling, general and administrative expenses (“SG&A”) over the estimated period of benefit to be derived from the cost. Cash and Cash Equivalents: We consider all highly liquid investments with a maturity of less than three months when purchased to be cash equivalents. Cash equivalents are carried at cost. Financial Instruments: Our financial instruments consist of cash and cash equivalents, accounts receivable and payable, derivatives, and long-term debt. Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of accounts receivable. Credit risk on trade receivables is minimized as a result of the large size of our customer base, low concentration and the performance of ongoing credit evaluations of our customers. We also maintain allowances for potential credit losses. Property, Plant and Equipment: Property, plant and equipment is stated at cost. Expenditures for software purchases and software developed for internal use are capitalized and included in Software. For software developed for internal use, external direct costs for materials and services and certain internal payroll and related fringe benefit costs are capitalized as the costs of computer software developed or obtained for internal use. Depreciation and amortization, which includes the depreciation of assets recorded under capital leases, is computed using the straight-line method over the estimated useful lives of the assets as follows: Building and improvements 2 to 40 years Machinery and equipment 2 to 30 years Containers 2 to 20 years Vehicles 2 to 10 years Office equipment and furniture 2 to 20 years Software 2 to 10 years Upon completion and deployment costs associated with the Enterprise Resource Planning system will be amortized over an estimated useful life of 10 years. Capitalized Interest: We capitalize interest incurred associated with projects under construction for the duration of the asset construction period. During the years ended December 31, 2018 and 2017, we capitalized interest of $2.9 million and $1.6 million, respectively. No amounts were capitalized in 2016. Goodwill and Other Identifiable Intangible Assets: Goodwill represents the excess of the purchase price and related costs over the fair value assigned the net tangible and identifiable tangibles of business acquired. Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives. Impairment of Long and Indefinite- Lived Assets: • Property and Equipment and Intangible Assets (definite-lives), Net: Long-lived assets, such as property, plant and equipment and amortizing intangible assets are reviewed whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment of assets with definite-lives is generally determined by comparing projected undiscounted cash flows to be generated by the asset, or appropriate grouping of assets, to its carrying value. If an impairment is identified, a loss is recognized equal to the excess of the asset's net book value over its fair value, and the cost basis is adjusted. Determining the extent of an impairment, if any, typically requires various estimates and assumptions including using management's judgment, cash flows directly attributable to the asset, the useful life of the asset and residual value, if any. When necessary, the Company uses internal cash flow estimates, quoted market prices and appraisals as appropriate to determine fair value. Actual results could vary from these estimates. In addition, the remaining useful life of the impaired asset is revised, if necessary. • Intangible Assets (indefinite-lives), Net: Indefinite lived intangibles may be assessed using either a qualitative or quantitative approach. The qualitative approach first determines if it is more-likely-than-not that the fair value of the asset is less than the carrying value. If no such determination is made, then the impairment test is complete. If, however, it is determined that there is a likely impairment, a quantitative assessment must then be made. One determination on whether to use the qualitative approach is the time since the last quantitative approach. In the fourth quarter of 2018, the Company performed its annual impairment test on indefinite lived intangibles, other than goodwill using the qualitative approach for certain assets and the quantitative approach for the remaining assets. • Goodwill: Goodwill is tested for impairment at least annually as of October 1 of each year, or more frequently if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value. We used a quantitative approach to assess goodwill for impairment. The fair value of each reporting unit is calculated using the income approach (including discounted cash flows (“DCF”)) and validated using a market approach with the involvement of a third party valuation specialist. The Company's reporting units are: Domestic Healthcare Compliance Services, Domestic Secure Information Destruction, Domestic CRS, Domestic Environmental Solutions, Canada, Europe, Asia Pacific and Latin America. The income approach uses expected future cash flows of each reporting unit and discounts those cash flows to present value. Expected future cash flows are calculated using management assumptions of growth rates, including long-term growth rates, capital expenditures, and cost efficiencies. Future acquisitions are not included in the expected future cash flows. We use a discount rate based on a calculated weighted average cost of capital which is adjusted for each of our reporting units based on size, country and company specific risk premiums. The market approach compares the valuation multiples of similar companies to that of the associated reporting unit. We then reconcile the calculated fair values to our market capitalization. The fair value is then compared to its carrying value including goodwill. If the fair value is in excess of its carrying value, the related goodwill is not impaired. If the fair value is less than its carrying value, we recognize an impairment charge in the amount that the carrying value exceeds the fair value. The goodwill impairment testing process involves the use of significant assumptions, estimates and judgments, and is subject to inherent uncertainties and subjectivity in determination of the fair value of the reporting units. Estimating a reporting unit's projected cash flows involves the use of significant assumptions, estimates and judgments with respect to numerous factors, including long-term growth rates, operating margin, including SG&A expense rates, working capital, capital expenditures, allocation of shared or corporate items, among other factors. These estimates are based on internal current operating plans and long-term forecasts for each reporting unit. These projected cash flow estimates are then discounted, which necessitates the selection of an appropriate discount rate. The discount rates selected reflect market-based estimates of the risks associated with the projected cash flows of the reporting unit and also include a Company specific risk premium. The market value comparisons of fair value require the selection of appropriate peer group companies. In addition, we analyze differences between the sum of the fair value of the reporting units and our total market capitalization for reasonableness, taking into account certain factors including control premiums. The use of different assumptions, estimates or judgments in the goodwill impairment testing process may significantly increase or decrease the estimated fair value of a reporting unit. Generally, changes in DCF estimates would have a similar effect on the estimated fair value of the reporting unit. We believe that the estimated fair value used in measuring the impairment was based on reasonable assumptions but future changes in the underlying assumptions could differ due to the inherent judgment in making such estimates. Goodwill impairment charges may be recognized in future periods to the extent changes in factors or circumstances occur, including deterioration in the macro-economic environment or in the equity markets, including the market value of our common shares, deterioration in our performance or our future projections, or changes in the Company's plans for one or more reporting units. For further discussion see Note 6 – Goodwill and Other Intangible Assets Long-lived assets or disposal groups classified as held for sale are valued at the lower of their carrying amount or fair value less estimated selling costs. Long-lived assets are not depreciated or amortized while classified as held for sale. Insurance: Our insurance for workers’ compensation, auto/fleet, property and employee-related health care benefits is obtained using high deductible insurance policies. A third-party administrator is used to process all such claims. We accrue these liabilities based upon the claim reserves established by the third-party administrator, operating under our oversight, at the end of each reporting period. Accruals include an estimate for claims incurred but not yet reported. Our workers compensation and auto/fleet and employee health insurance benefit liability is based on our historical claims experience. Restructuring Charges: Involuntary termination benefits are accrued upon the commitment to a termination plan and when the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Costs for one-time termination benefits in which the employee is required to render service until termination in order to receive the benefits are recognized ratably over the future service period. Contract termination costs are recognized when contracts are terminated or when we cease to use the leased facility and no longer derive economic benefit from the contract. All other exit costs are expensed as incurred. For further discussion, see Note 4 – Restructuring, Divestitures, and Assets Held For Sale . Stock-Based Compensation: The Company recognizes stock-based compensation expense based on the estimate grant-date fair value for all stock-based awards which include stock options, restricted stock units, and performance stock units. Expense is generally recognized on a straight-line basis over the service period during which awards are expected to vest. We present stock-based compensation expense within the Consolidated Statements of (Loss) Income based on the classification of the respective employees' cash compensation. For further discussion, see Note 13 – Stock Based Compensation . Income Taxes: We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. We compute our provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Significant judgments are required in order to determine the realizability of these deferred tax assets. In assessing the need for a valuation allowance, we evaluate all significant available positive and negative evidence, including historical operating results, estimates of future taxable income and the existence of prudent and feasible tax planning strategies. Changes in the expectations regarding the realization of deferred tax assets could materially impact income tax expense in future periods. Tax liabilities are recognized when, in management’s judgment, a tax position does not meet the more likely than not (i.e. a likelihood of more than fifty percent) threshold for recognition. For tax positions that meet the more likely than not threshold, a tax liability may still be recognized depending on management’s assessment of how the tax position will ultimately be settled. The Company records interest and penalties on unrecognized tax benefits in the provision for income taxes. For further discussion, see Note 9 – Income Taxes . Lease and Asset Retirement Obligations: The Company classifies leases at their inception as either operating or capital leases and may receive renewal or expansion options, rent holidays, and leasehold improvement or other incentives on certain lease agreements. The Company recognizes operating lease costs on a straight-line basis, taking into account adjustments for free or escalating rental payments and deferred payment terms. Additionally, lease incentives are accounted for as a reduction of lease costs over the lease term. Rent expense associated with operating lease obligations that relate to the delivery of our services is presented in Cost of revenues (“COR”) and the remaining is classified within SG&A on the Consolidated Statements of (Loss) Income. The Company excludes the portion of executory costs connected with the leased asset for the purposes of determining minimum lease payments under Accounting Standard Codification section 840 “Leases” (“ ASC 840 ”). Minimum lease payments made under capital leases are apportioned between interest expense and a reduction of the related capital lease obligations, which are classified within Accrued liabilities and Current portion of long-term debt on the Consolidated Balance Sheets. The Company establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are amortized over the lease term, and the recognized liabilities are accreted to the future value of the estimated retirement costs. The related amortization and accretion expenses are presented within COR if the leased asset is used in the delivery of our services and the remaining expenses are presented within SG&A on the Consolidated Statements of (Loss) Income. Foreign Currency: Assets and liabilities of foreign affiliates that use the local currency as their functional currency are translated at the exchange rate on the last day of the accounting period, and income statement accounts are translated at the average rates during the period. Related translation adjustments are reported as a component of accumulated other comprehensive loss on the Consolidated Balance Sheets. Foreign currency gains and losses resulting from transactions which are denominated in currencies other than the entity’s functional currency, including foreign currency gains and losses on intercompany balances that are not of a long-term investment nature, are included within Other expense, net on the Consolidated Statements of (Loss) Income. Highly Inflationary Economy : Effective July 1, 2018, as a result of the three-year cumulative inflation exceeding 100%, Argentina was classified as a highly inflationary economy. Accordingly, the Company recognized, in Other expense, net, a foreign exchange loss of $3.8 million, during the year ended December 31, 2018, arising from the re-measurement of our Argentinian peso denominated net monetary assets. Nonmonetary assets, liabilities and related expenses are measured using historical exchange rates and do not fluctuate with changes in the local exchange rate. Reclassifications: There were no material reclassifications during the current year. New Accounting Standards: Adoption of New Accounting Standards Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 Revenue Recognition The impact of adopting ASC 606 relates to (i) the deferral of certain costs associated with obtaining contracts with customers, which were previously expensed as incurred, but under the new guidance are capitalized as Other current assets and Other assets and amortized to SG&A over the expected period of benefit to be received, (ii) the write off of deferred installation costs, which were capitalized, as Prepaid expenses under legacy U.S. GAAP but will be expensed as incurred under ASC 606 and (iii) an increase in Deferred income tax liabilities with respect to the tax impact associated with these items. We recognized a net increase to Retained earnings of $13.0 million as of January 1, 2018 for the cumulative effect of adopting ASC 606. This was comprised of $22.9 million associated with the capitalization of contract acquisition costs offset by a $4.9 million write off of deferred installation costs and $5.0 million to recognize Deferred income tax liabilities. The impact to (Loss) Income from operations from the adoption of ASC 606 was a decrease in SG&A of $8.8 million for the year ended December 31, 2018. Definition of a Business Effective January 1, 2018, the Company adopted ASU No. 2017-01, “ Clarifying the Definition of a Business” (“ASU 2017-01”) Note 3 – Acquisitions, Intra-Entity Transfers of Assets Other Than Inventory On January 1, 2018, the Company adopted the guidance in ASU No. 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory” (“ASU 2016-16”) Compensation – Stock Compensation On January 1, 2018, the Company adopted ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”) Accounting Standards Issued But Not Yet Adopted Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, “Leases” (Topic 842) (“ASU 2016-02”) At transition, lessees and lessors may elect to apply a package of practical expedients permitting entities not to reassess: (i) whether any expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases and (iii) whether initial direct costs for any expired or existing leases qualify for capitalization under the amended guidance. These practical expedients must be elected as a package and consistently applied. The Company has elected to apply the package of practical expedients upon adoption. The Company has identified its leases or other contracts impacted by the new standard and is in the process of (i) finalizing the implementation of a software solution to manage and account for leases under the new standard and (ii) updating its business processes and related policies, systems and controls to support recognition and disclosure under the new standard. In connection with the adoption of this standard, the Company expects it will record right-of-use assets, primarily related to buildings and vehicles, amounting to approximately $390.0 million for contracts that contain operating leases. We currently do not expect the amended guidance to have any other material impacts on our financial statements. Derivatives and Hedging In August 2017, the FASB issued ASU No. 2017-12, “ Derivatives and Hedging” (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12” Financial Instrument Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses” (“ASU 2016-13”) Implementation Costs Incurred in a Cloud Computing Arrangement In August 2018, the FASB issued ASU 2018-15, “ Goodwill and Other Intangibles- Internal Use Software – Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” |
REVENUES FROM CONTRACTS WITH CU
REVENUES FROM CONTRACTS WITH CUSTOMERS | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
REVENUES FROM CONTRACTS WITH CUSTOMERS | NOTE 2 – REVENUES FROM CONTRACTS WITH CUSTOMERS The Company provides regulated and compliance services, which include the collection and processing of regulated and specialized waste for disposal, the collection of personal and confidential information for secure destruction, Expert Solutions, and communication services. The associated activities for each of these are a series of distinct services that are substantially the same and have the same pattern of transfer over time; therefore, the respective services are treated as a single performance obligation. Our customers typically enter into a contract for the provision of services on a regular and scheduled basis, e.g. weekly, monthly or on an as needed basis over the contract term. Under the contract terms, the Company receives fees based on a monthly, quarterly or annual rate or fees based on contractual rates depending upon measures including the volume, weight and type of waste, number and size of bins collected, weight and type of shredded paper, type of recall service and number of call minutes. Amounts are invoiced based on the terms of the underlying contract either on a regular basis, e.g. monthly or quarterly, or as services are performed and are generally due within a short period of time after invoicing based upon normal terms and conditions for our business type and the geography of the services performed. Disaggregation of Revenues The following table presents our revenues disaggregated by service and primary geographical regions, for the year ended December 31, 2018, and includes a reconciliation of disaggregated revenue to revenue reported by our reportable segments, Domestic and Canada Regulated Waste and Compliance Services (“RCS”) and International RCS: In millions Year ended December 31, 2018 Reportable Segment Domestic and Canada RCS International RCS All Other Revenues by Service: United States Canada Europe Others United States Total Medical Waste and Compliance Solutions $ 1,142.4 $ 39.6 $ 250.8 $ 185.7 $ - $ 1,618.5 Secure Information Destruction Services 712.6 65.7 120.7 12.0 - 911.0 Hazardous Waste Solutions 314.1 - - - - 314.1 Manufacturing and Industrial Services 247.8 22.6 16.9 41.9 - 329.2 Communication Services - 17.3 18.4 - 148.4 184.1 Expert Solutions - 12.0 8.7 - 108.3 129.0 Total $ 2,416.9 $ 157.2 $ 415.5 $ 239.6 $ 256.7 $ 3,485.9 Contract Liabilities The contract liability at December 31, 2018 and 2017 was $15.0 million and $17.9 million, respectively. The balance in contract liability as of December 31, 2017 was recognized as revenue during the year ended December 31, 2018. Contract Acquisition Costs We had $8.5 million and $23.3 million of contract acquisition costs, included in Other current assets and Other assets, respectively, on the Consolidated Balance Sheets as of December 31, 2018. During the year ended December 31, 2018, we amortized $6.9 million of sales incentives to SG&A. Contract acquisition costs are amortized to SG&A over a weighted average life of 6.3 years. |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 3 – ACQUISITIONS Acquisitions During the years ended December 31, 2018, 2017, and 2016, the Company completed 21, 30, and 31 acquisitions, respectively. The acquisitions completed during 2018 each met the definition of a business in ASU 2017-01. All of the acquisitions detailed below are considered to be complementary to our existing operations and fit with our growth strategy. All were accounted for as business combinations under the applicable guidance. The following table summarizes the locations and services of acquisitions by year: 2018 Acquisitions Service Acquisition Locations Total Number of Acquisitions Regulated Waste Secure Information Destruction Communication and Related Services United States 21 2 19 - Total 21 2 19 - 2017 Acquisitions Service Acquisition Locations Total Number of Acquisitions Regulated Waste Secure Information Destruction Communication and Related Services United States and Canada 22 2 19 1 International 8 5 3 - Total 30 7 22 1 2016 Acquisitions Service Acquisition Locations Total Number of Acquisitions Regulated Waste Secure Information Destruction Communication and Related Services United States and Canada 21 5 15 1 International 10 6 4 - Total 31 11 19 1 The results of operations of these acquired businesses have been included in the Consolidated Statements of (Loss) Income from the date of the acquisition. Pro forma results of operations for these acquisitions are not presented because the pro forma effects, individually or in the aggregate, were not material to the Company’s consolidated results of operations. The following table summarizes the acquisition date fair value of consideration transferred for acquisitions completed during the years ended December 31, 2018, 2017, and 2016: In millions 2018 2017 2016 Cash $ 44.8 $ 52.9 $ 55.4 Promissory notes 30.0 25.3 40.9 Deferred consideration 0.6 1.1 4.1 Contingent consideration - 0.1 1.0 Total purchase price $ 75.4 $ 79.4 $ 101.4 The fair value of consideration transferred in a business combination is allocated to the net tangible and intangible assets assumed at the acquisition date, with the remaining unallocated amount recognized as goodwill. The allocations of the acquisition price for recent acquisitions have been prepared on a preliminary basis, pending completion of certain intangible asset valuations and finalization of the opening balance sheet. The following table summarizes the preliminary purchase price allocations for current year acquisitions and adjustments to purchase price allocations for prior year acquisitions. As of December 31, 2018, purchase accounting had been completed for all of our acquisitions that closed prior to July 1, 2018. In millions Current Year Acquisitions Adjustments to Prior Year Acquisitions Total Fixed assets $ 7.0 $ 5.2 $ 12.2 Intangibles 34.0 10.2 44.2 Goodwill 32.2 (17.6 ) 14.6 Other assets and liabilities, net 2.2 1.6 3.8 Total purchase price allocation $ 75.4 $ (0.6 ) $ 74.8 During the year ended December 31, 2018, we recognized an increase in the estimated fair value of acquired customer relationships from current year and prior year acquisitions of $33.5 million, and $9.1 million, respectively, excluding the effect of foreign currency translation, with amortizable lives of 10 to 25 years. |
RESTRUCTURING, DIVESTITURES, AN
RESTRUCTURING, DIVESTITURES, AND ASSETS HELD FOR SALE | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
RESTRUCTURING, DIVESTITURES, AND ASSETS HELD FOR SALE | NOTE 4 – RESTRUCTURING, DIVESTITURES, AND ASSETS HELD FOR SALE Restructuring - Business Transformation Stericycle is focused on driving long-term growth, profitability and delivering enhanced shareholder value. As part of our business strategy, in the third quarter of 2017, we initiated a comprehensive multiyear Business Transformation with the objective to improve long-term operational and financial performance. The Business Transformation is based on a strategic vision to build a best-in-class enterprise performance management (“EPM”) operating model to enable the Company to operate more efficiently, provide an enhanced experience to customers, better capitalize on future growth opportunities and establish greater controls and oversight to drive more consistent results. Additionally, a key component to the Business Transformation is the implementation of an enterprise resource planning (“ERP”) system which will leverage standard processes throughout the organization to accelerate decision making, expedite acquisition integration, remediate compliance and control issues, and enable real-time analytics. Key initiatives of the Business Transformation include: • Portfolio Rationalization: Executing on a comprehensive review of the Company’s global service lines to identify and pursue the divestiture of non-strategic assets. • Operational Optimization: Standardizing route planning logistics, modernizing field operations, and driving network efficiency across facilities. • Organizational Excellence and Efficiency: Redesigning the Company’s organizational structure to optimize resources and align around a global shared business services model. • Commercial Excellence: Aligning our sales and service organizations around the customer, standardizing our customer relationship management process, and expanding customer self-service options. • Strategic Sourcing: Reducing spend through global procure-to-pay processes and leveraging organizational scale. We anticipate we will incur approximately $20.0 million of employee termination charges in connection with Business Transformation of which $8.0 million and $1.0 million is expected to impact our Domestic and Canada RCS and International reportable segments, respectively, with the remaining $11.0 million impacting All Other, see Note 17 – Segment Reporting During the year ended December 31, 2018, we incurred $3.7 million, of employee termination charges related to Business Transformation. The Domestic and Canada RCS and International RCS reportable segments incurred $3.0 million and $0.3 million, respectively, with the remaining $0.4 million impacting All Other. These amounts were fully paid as of December 31, 2018. In addition, during the year ended December 31, 2018, we incurred non-cash impairment charges of $9.1 million, of which $7.4 million related to software and $0.3 million related to other long-term assets in the Domestic and Canada RCS reportable segment, was included in COR and $1.4 million related to All Other, was included in SG&A, see Note 5 – Property Plant and Equipment. During the fourth quarter of 2017, we incurred Other Restructuring Charges During the year ended December 31, 2018, we recognized, in SG&A, employee termination benefits of approximately $1.3 million, associated with reductions in headcount undertaken as part of non-Business Transformation related Operational Optimization. The charges were incurred primarily within our All Other reporting segment and were paid by the end of the fourth quarter of 2018. There could be additional initiatives in the future to further streamline our operations. As such, the Company expects to record further charges related to workforce reductions and/or facility rationalization when those initiatives become probable and the related charges are estimable. Divestitures The Company incurred the following non-cash impairment charges and gains or losses, which are included in SG&A in the Consolidated Statements of (Loss) Income, associated with divestitures executed during each of the years ended December 31, 2018, 2017, and 2016, respectively: In millions 2018 2017 2016 Domestic and Canada RCS Segment Non-cash impairment charges $ 6.9 $ - $ - Total Domestic and Canada RCS charges 6.9 - - International RCS Segment Non-cash impairment charges 4.2 6.8 25.5 Losses on divestiture of businesses in the U.K. 1.7 5.7 1.6 Gain on divestiture of South Africa business - (3.0 ) - Total International RCS charges 5.9 9.5 27.1 Total $ 12.8 $ 9.5 $ 27.1 The details associated with each of these amounts are as follows: Domestic and Canada RCS Segment: In 2018, we completed, as part of our portfolio rationalization, the sale of our non-core clean room business realizing proceeds of $17.0 million. We recognized non-cash impairment charges related to goodwill ($5.8 million) and customer list intangibles ($0.5 million) and a reduction in the fair value of net assets ($0.6 million) in connection with reclassifying the assets and liabilities as held for sale . International RCS Segment: In 2018, we completed the sale of our hazardous waste business in the U.K. for consideration of approximately $11.5 million of which $8.2 million was received in cash and $3.3 million is held in escrow, subject to release upon renewal of a lease held by the sold business. Prior to sale, we had recognized non-cash impairment charges in connection with reclassifying the assets and liabilities as held for sale and subsequent changes in the fair value of these assets of $4.2 million, $6.8 million and $3.8 million for the years ended December 31, 2018, 2017, and 2016, respectively. In 2017, we sold certain assets and liabilities in South Africa for proceeds of $7.3 million, resulting in a gain of $3.0 million. In 2017, we sold certain assets associated with our patient transport business in the U.K. for proceeds of $1.2 million, resulting in a net loss of $5.7 million. Non-cash impairment charges of $21.7 million were recognized in 2016 when the business was initially classified as held for sale. In the fourth quarter of 2016, we sold certain assets in the U.K. for proceeds of $0.8 million, resulting in a loss on sale of $1.6 million. Assets and Liabilities Held for Sale As of December 31, 2017, certain of our international operations met the criteria to be classified as held for sale. This business was subsequently sold in 2018, (see Divestitures The following table presents information related to the major classes of assets and liabilities that were classified as held for sale in the Consolidated Balance Sheet at December 31, 2017: In millions 2017 Total current assets $ 7.7 Fixed assets 8.5 Goodwill 1.6 Intangibles 2.6 Other assets 0.4 Assets held for sale $ 20.8 Total current liabilities $ 4.7 Deferred income taxes 0.4 Liabilities held for sale $ 5.1 We determined that the operations included in the table above did not meet the criteria to be classified as discontinued operations under the applicable guidance. Subsequent Event On February 28, 2019, the Company announced that it had closed on an agreement for the divestiture of the U.K.-based texting business that had been part of Communication and Related Services. |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | NOTE 5 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment at December 31, 2018 and 2017 consisted of the following: In millions 2018 2017 Land and improvements $ 63.8 $ 66.2 Building and improvements 243.5 227.6 Machinery and equipment 345.4 348.2 Vehicles 178.9 173.3 Containers 296.6 261.3 Office equipment and furniture 126.8 146.3 Software and Enterprise Resource Planning system 65.1 40.8 Construction in progress 101.5 80.5 Total property, plant and equipment 1,421.6 1,344.2 Less: accumulated depreciation (678.1 ) (603.2 ) Property, plant and equipment, net $ 743.5 $ 741.0 The net book value of assets held under capital lease was $22.5 million and $11.2 million as of December 31, 2018 and 2017, respectively. The majority of these assets were included in building and improvements, machinery and equipment, and vehicles. During the year ended December 31, 2018, we recognized $33.1 million of non-cash impairment charges related to software and other property plant and equipment. The charges were recognized in and related to the following reportable segments: In millions Year Ended December 31, 2018 Domestic and Canada RCS International RCS All Other Total Included in COR Software $ 7.4 $ - $ 17.6 $ 25.0 Other property plant and equipment 0.3 - - 0.3 Total included in COR 7.7 - 17.6 25.3 Included in SG&A Software 1.0 - 1.4 2.4 Other property plant and equipment 0.3 5.1 5.4 Total included in SG&A 1.3 5.1 1.4 7.8 Total impairments $ 9.0 $ 5.1 $ 19.0 $ 33.1 The non-cash impairment charges related to software were in connection with our evolving future information systems strategy, including the implementation of a global ERP system and it’s impact on currently deployed software as well as rationalization of applications used within each reportable segment. The non-cash impairment charges related to other property, plant and equipment were as a result of the rationalization of our operations. During 2017, we recognized non-cash impairment charges in SG&A of $7.3 million, related to property, plant and equipment, due to rationalizing certain of our operations, primarily in the International RCS segment. There were no property, plant and equipment impairments in 2016. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | NOTE 6 – GOODWILL AND OTHER INTANGIBLE ASSETS Goodwill: The changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017, by reportable segment and for the “All Other” category, were as follows: In millions Domestic and Canada RCS International RCS All Other Total Balance as of January 1, 2017 $ 2,811.8 $ 498.4 $ 280.8 $ 3,591.0 Goodwill acquired during year 36.9 4.9 4.7 46.5 Purchase accounting adjustments (10.1 ) 1.2 1.5 (7.4 ) Impairments during the year - (65.0 ) - (65.0 ) Impairments related to disposition and held for sale (see Note 4) - (7.1 ) - (7.1 ) Changes due to foreign currency fluctuations 11.6 34.4 - 46.0 Balance as of December 31, 2017 2,850.2 466.8 287.0 3,604.0 Goodwill acquired during year 32.2 - - 32.2 Purchase accounting adjustments (16.9 ) - (0.7 ) (17.6 ) Impairments during the year (72.4 ) (286.3 ) (358.7 ) Impairments related to disposition and held for sale (see Note 4) (5.8 ) - - (5.8 ) Changes due to foreign currency fluctuations (11.3 ) (20.6 ) - (31.9 ) Balance as of December 31, 2018 $ 2,848.4 $ 373.8 $ - $ 3,222.2 Accumulated non-cash impairment charges by segment as of December 31, 2018 and 2017 were as follows: In millions 2018 2017 International RCS $ 137.4 $ 65.0 All Other 286.3 - Total $ 423.7 $ 65.0 In our Form 10-Q for the quarter ended September 30, 2018, we disclosed that we were in the process of completing the October 1 annual goodwill impairment assessment and that certain of our reporting units, including Domestic CRS and Latin America, were potentially at risk for impairment based on our preliminary review of our long range plan (“LRP”) which was in the process of being finalized. We were also evaluating recent declines in our stock price and market capitalization and the impact on our reconciliation of the aggregate fair values of our reporting units to our market capitalization. We performed our annual goodwill assessment as of October 1, 2018, and we continued to update our assumptions to reflect certain business and strategic developments during the fourth quarter, which negatively impacted the estimated cash flows of certain of our reporting units and resulted in our decision to also complete an interim assessment as of December 31, 2018. The Company determined that the Domestic CRS and Latin America reporting units’ carrying values were in excess of their estimated fair values. Factors that contributed to the estimated fair value of the reporting units being below their carrying value include: • For Domestic CRS we experienced a progressive decrease in revenues and operating margins in 2018 due to (i) continued declines in large recall events leading to a higher level of the uncertainty of these occurring in future periods. (ii) recall events that have a smaller number of units and significantly lower revenue per event than we had experienced in recent years, and (iii) continued decline in the volume of inbound/outbound call volumes for our live voice services. We also gathered insights from our process of evaluating strategic alternatives that we initiated in 2018; • For Latin America we continue to experience prolonged challenges and volatility in certain of our markets due to declining market trends and cost pressures. Revenue increases in our Manufacturing and Industrial (“M&I”) business due to inflationary price increases in Argentina have been offset by the impact of currency devaluation and the continuing declines in several local economies. These challenges were factored into updates to our forecasted cash-flow assumptions during the fourth quarter to reflect our current outlook and we made certain adjustments to the discount rates used to present value these forecasted cash-flows. As a result of these impairment assessments, we recognized $286.3 million of non-cash goodwill impairment charges to fully impair our Domestic CRS reporting unit. In addition, we recognized $72.4 million of non-cash goodwill impairment charges related to our Latin America reporting unit. Following the impairment, the remaining Latin America reporting unit’s goodwill is $20 million. We performed our annual goodwill assessment, as of October 1, 2017 and evaluated the impact of prolonged declining market trends in Latin America and continued softness in the Company’s Manufacturing and Industrial regional hazardous waste business. Our estimated cash flows were updated to reflect these challenging conditions in Latin America and, as a result of the impairment assessment, we recognized a $65.0 million non-cash goodwill impairment charge. The impairment charge recognized was the amount by which the carrying value of the Latin America reporting unit exceeded its fair value. The fair value of reporting units, used in both the annual and any interim goodwill impairment assessments are classified as Level 3 measurements within the fair value hierarchy due to significant unobservable inputs such as discount rates, projections of revenue, cost of revenue and operating expense growth rates, long-term growth rates and income tax rates. The fair value methodology is described further in Note 1 – Basis of Presentation and Summary of Significant Accounting Policies Current year adjustments to goodwill for certain prior year acquisitions are primarily due to the finalization of intangible asset valuations among other opening balance sheet adjustments. Other Intangible Assets: At December 31, 2018 and 2017, the values of other intangible assets were as follows: In millions 2018 2017 Gross Carrying Amount Accumulated Amortization Net Value Gross Carrying Amount Accumulated Amortization Net Value Amortizable intangibles: Customer relationships $ 1,591.5 $ 492.0 $ 1,099.5 $ 1,613.4 $ 381.4 $ 1,232.0 Covenants not-to-compete 5.1 3.2 1.9 7.9 5.9 2.0 Tradenames 3.9 1.2 2.7 6.0 1.8 4.2 Other 12.3 3.5 8.8 17.0 3.4 13.6 Indefinite lived intangibles: Operating permits 212.5 - 212.5 222.3 - 222.3 Tradenames 312.3 - 312.3 317.4 - 317.4 Total $ 2,137.6 $ 499.9 $ 1,637.7 $ 2,184.0 $ 392.5 $ 1,791.5 The changes in the carrying amount of intangible assets since January 1, 2017 were as follows: In millions Total Balance as of January 1, 2017 $ 1,862.0 Intangible assets acquired during the year 28.2 Valuation adjustments for prior year acquisitions 7.9 Reclassification to assets held for sale (2.6 ) Impairments during the year (21.0 ) Amortization during the year (118.4 ) Changes due to foreign currency fluctuations 35.4 Balance as of December 31, 2017 1,791.5 Intangible assets acquired during the year 34.0 Valuation adjustments for prior year acquisitions 10.2 Reclassification to assets held for sale (14.4 ) Impairments during the year (16.0 ) Amortization during the year (130.3 ) Changes due to foreign currency fluctuations (37.3 ) Balance as of December 31, 2018 $ 1,637.7 Our indefinite-lived intangible assets include operating permits and certain tradenames. We have determined that our operating permits and certain tradenames have indefinite lives due to our ability to renew them with minimal additional cost, and therefore they are not amortized. We perform our annual impairment test as of October 1. During 2018, 2017, and 2016, we recognized non-cash impairment charges of $16.0 million, $21.0 million, and $1.4 million, respectively. The non-cash impairment charges recognized during the year ended December 31, 2018 included $10.3 million related to customer relationship and permit intangibles, which were impaired as a result of actual and forecasted business declines. The remaining non-cash impairment charges incurred during the year ended December 31, 2018 and the charges in the year ended December 31, 2017 were recognized due to rationalizing certain operations across all segments and were recognized in the following reportable segments: In millions 2018 2017 2016 Domestic and Canada RCS $ 0.5 $ 3.1 $ - International RCS 15.5 12.1 1.4 All Other — 5.8 - Total Customer Relationships and Operating Permits 16.0 21.0 1.4 Our finite-lived intangible assets are amortized over their estimated useful lives using the straight-line method with each category having a weighted average remaining useful life as follows: In years Estimated useful lives Weighted average remaining useful lives Customer relationships 5-25 9.2 Covenants not-to-compete 5-14 2.9 Tradenames 4-40 17.6 Landfill air rights 5-26 13.4 We evaluate the useful life of our intangible assets annually to determine whether events and circumstances warrant a revision to their remaining useful life and changes are reflected prospectively as the intangible asset is amortized over the revised remaining useful life. In the fourth quarter of 2018, the Company performed its annual assessment of the useful life of its finite-lived intangibles. The Company updated the useful life of its customer relationship intangibles as a result of analyzing recent quantitative and qualitative observations in the market and factors impacting our business. The change in estimate will be accounted for prospectively and there will be an approximately 5-10% increase to annual amortization expense going forward. During the years ended December 31, 2018, 2017, and 2016, our aggregate intangible asset amortization expense was $130.3 million, $118.4 million, and $129.3 million, respectively. Our estimated intangible asset amortization expense for each of the next five years (based upon foreign exchange rates at December 31, 2018) is as follows for the years ended December 31: In millions 2019 $ 140.2 2020 139.1 2021 137.1 2022 135.0 2023 132.3 |
ACCRUED LIABILITIES AND OTHER L
ACCRUED LIABILITIES AND OTHER LONG TERM LIABILITIES | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
ACCRUED LIABILITIES AND OTHER LONG TERM LIABILITIES | NOTE 7 – ACCRUED LIABILITIES AND OTHER LONG TERM LIABILITIES Accrued liabilities consisted of the follow at December 31: In millions 2018 2017 Accrued compensation $ 80.0 $ 52.0 Accrued self-insurance 72.8 77.9 Accrued taxes 42.3 41.2 Accrued interest 14.7 13.6 Accrued small quantity medical waste customer class action legal settlement - 295.0 Accrued professional services liabilities 40.1 34.3 Accrued disposal and landfill liabilities 15.9 13.2 Accrued liabilities – other 75.0 60.9 Total accrued liabilities $ 340.8 $ 588.1 Other long term liabilities consisted of the following at December 31: In millions 2018 2017 Contingent consideration $ 7.5 $ 7.8 Environmental liabilities 28.2 25.1 Asset retirement obligations 19.1 18.2 Other long term liabilities 15.9 17.0 Total other long term liabilities $ 70.7 $ 68.1 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 8 – DEBT Long-term debt consisted of the following at December 31: In millions 2018 2017 $1.2 billion senior credit facility, due in 2022 $ 583.3 $ 471.7 $950 million term loan, due in 2022 902.5 950.0 $125 million private placement notes, due in 2019 125.0 125.0 $225 million private placement notes, due in 2020 225.0 225.0 $150 million private placement notes, due in 2021 150.0 150.0 $125 million private placement notes, due in 2022 125.0 125.0 $200 million private placement notes, due in 2022 200.0 200.0 $100 million private placement notes, due in 2023 100.0 100.0 $150 million private placement notes, due in 2023 150.0 150.0 Promissory notes and deferred consideration, weighted average maturity of 2.74 and 2.9 years for 2018 and 2017 120.9 155.9 Foreign bank debt, weighted average maturity of 1.9 years for 2018 and 1.7 years for 2017 76.7 85.2 Obligations under capital leases 20.3 9.4 Total debt 2,778.7 2,747.2 Less: current portion of total debt 104.3 119.5 Less: unamortized debt issuance costs 10.5 12.4 Long-term portion of total debt $ 2,663.9 $ 2,615.3 Our senior credit facility, term loan, and the private placement notes all require us to comply with the same financial, reporting and other covenants and restrictions, including a restriction on dividend payments. At December 31, 2018, we were in compliance with all of our financial debt covenants. Our senior credit facility, term loan, and private placement notes rank pari passu to each other and all other unsecured debt obligations. The weighted average interest rates on long-term debt, excluding capital leases, as of December 31, 2018 and 2017 were as follows: 2018 2017 $1.2 billion senior credit facility, due in 2022 3.77 % 2.55 % $1.0 billion term loan, due in 2022 4.07 % 2.83 % $125 million private placement notes, due in 2019 3.43 % 2.68 % $225 million private placement notes, due in 2020 5.22 % 4.47 % $150 million private placement notes, due in 2021 3.64 % 2.89 % $125 million private placement notes, due in 2022 4.01 % 3.26 % $200 million private placement notes, due in 2022 3.47 % 2.72 % $100 million private placement notes, due in 2023 3.54 % 2.79 % $150 million private placement notes, due in 2023 3.93 % 3.18 % Promissory notes and deferred consideration 1.79 % 1.49 % Foreign bank debt 5.81 % 6.11 % During the second quarter of 2018, in accordance with the amended terms (see below), the Company triggered an increase of 0.5% in the interest rates charged on the private placement notes. During the third quarter of 2018, in accordance with the amended terms (see below), the Company triggered an increase of 0.25% applicable to the interest rate charged on the senior credit facility. During the fourth quarter of 2018 in accordance with the amended terms (see below), the Company triggered an increase of 0.25% applied to the interest rates charged on the private placement notes. Amounts committed to outstanding letters of credit and the unused portion of our senior credit facility as of December 31, 2018 and 2017 were as follows: In millions 2018 2017 Outstanding letters of credit under Senior Credit Facility $ 63.1 $ 130.8 Unused portion of the Revolving Credit Facility 553.6 597.5 The Company entered into a Credit Agreement (the “Credit Agreement”) dated as of November 17, 2017 that amended, restated and consolidated the Company’s existing revolver agreement dated as of June 4, 2014 and the Company’s existing term loan credit agreement dated as of August 15, 2015. The Credit Agreement provided for a term loan facility of $950.0 million and a revolving credit facility of $1.2 billion. The proceeds from this Credit Agreement were used on the closing date to refinance the loans and other credit extensions made under the existing revolver and term loan credit facilities. The Company applied the provisions of ASC 470-50, “Modifications and Extinguishments” The obligations under the Credit Agreement are unsecured. The Credit Agreement contained a financial covenant to maintain a Consolidated Leverage Ratio of 3.75 to 1.00 at the end of any fiscal quarter, which could have been increased to 4.00 to 1.00 for up to two consecutive quarters in any fiscal quarter ending on or before September 30, 2018, at the Company’s option, if following the settlement payment with respect to the small quantity (“SQ”) customer class action lawsuit (see Note 19 – Legal Proceedings) The Company entered into amendments to the Credit Agreement and the various note purchase agreements associated with the private placement notes, during the year ended December 31, 2018, as follows: • An amendment, dated March 23, 2018, which changed the definition of EBITDA (as defined in the credit agreements), to allow for certain add-backs, up to a maximum of $200.0 million on a trailing twelve month basis, related to cash charges associated with Business Transformation, operational optimization and litigation matters, to the calculation of EBITDA for debt covenant compliance purposes. The amendment also provided, under certain circumstances, for the adjustment to the interest rates charged on the senior credit facility and term loan and the private placement notes. • An amendment, dated November 15, 2018 that applies only to the Credit Agreement, which amended the covenant with respect to permitted acquisitions and dispositions. • An amendment, dated December 19, 2018, which increases the allowable Consolidated Leverage Ratio to 4.00 to 1.00 and continues to allow the $200.0 million of add backs for any quarter ending before December 31, 2019. The add back is extended through the first quarter of 2020 to allow up to a maximum of $90.0 million of aggregate expenses incurred through December 31, 2019 to be added back. In addition, the amendment requires that the Consolidated Leverage Ratio not be greater than 3.75 to 1.00 for any fiscal quarter ending after December 31, 2019. In addition to the above, the interest rate charged on the private placement notes is subject to adjustment as follows: a) If at the end of any fiscal quarter the Unadjusted Consolidated Leverage Ratio (prior to taking into effect the add-backs discussed above) exceeds 3.75 to 1.00 the per annum interest rate applicable to each series of notes shall increase by 0.50% (the “Adjusted Leverage Elevated Interest Rate”) b) If at the end of any fiscal quarter ending on or before March 31, 2020, the unadjusted Consolidated Leverage Ratio exceeds 3.75 to 1.00 the per-annum interest rate applicable to each series of notes shall be increased as follows (the “Unadjusted Leverage Elevated Interest Rate”): i. if the Company has a rating of BBB+ or better by S&P (or an equivalent rating by another rating agency) then the Unadjusted Leverage Elevated Interest Rate will be an additional 0.50%, ii. if the Company has a rating of BBB by S&P (or an equivalent rating by another rating agency) then the Unadjusted Leverage Elevated Interest Rate will be an additional 0.75%, iii. if the Company has a rating of BBB- by S&P (or an equivalent rating by another rating agency) then the Unadjusted Leverage Elevated Interest Rate will be an additional 1.25%, iv. if the Company has a rating of BB+ or worse by S&P (or an equivalent rating by another rating agency) then the Unadjusted Leverage Elevated Interest Rate will be an additional 2.00% c) The Adjusted Leverage Elevated Interest Rate and Unadjusted Leverage Elevated Interest rate are not cumulative with each other and only the greater of the two increases will apply at any given time. The Company accounted for each of these refinancings as modifications and as a result recognized, during the year ended December 31, 2018, $2.8 million of debt modification charges to interest expense. The Company has the ability and intends to use some of the availability under the revolving credit facility to refinance the $125 million private placement notes due in 2019, and accordingly has presented the balance of these notes within the long-term portion of total debt as of December 31, 2018. The amount is however presented as part of payments due in 2019 in the table below. Payments due on long-term debt, excluding capital lease obligations, during each of the five years subsequent to December 31, 2018 are as follows: In millions 2019 $ 225.2 2020 342.2 2021 251.3 2022 1,678.6 2023 254.8 Thereafter 6.3 Total $ 2,758.4 Minimum future lease payments under capital leases are as follows: In millions 2019 $ 5.4 2020 5.6 2021 2.6 2022 2.3 2023 2.1 Thereafter 5.9 Total minimum lease payments 23.9 Less: amounts representing interest (3.6 ) Present value of net minimum lease payments 20.3 Less: current portion included in current portion of long-term debt (4.1 ) Long-term obligations under capital leases $ 16.2 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES The U.S. and International components of (loss) income before income taxes (benefit) expense consisted of the following for the years ended December 31, 2018, 2017, and 2016: In millions 2018 2017 2016 United States $ (189.1 ) $ (9.6 ) $ 381.1 Foreign (86.3 ) (98.3 ) (53.0 ) Total (loss) income before income taxes $ (275.4 ) $ (107.9 ) $ 328.1 Significant components of our income tax benefit (expense) for the years ended December 31, 2018, 2017, and 2016 are as follows: In millions 2018 2017 2016 Current United States – federal $ - $ (107.0 ) $ (102.0 ) United States - state and local (0.4 ) (10.0 ) (11.6 ) Foreign (8.5 ) (7.1 ) (10.6 ) (8.9 ) (124.1 ) (124.2 ) Deferred United States – federal 24.4 256.1 (19.1 ) United States - state and local 11.2 9.8 2.5 Foreign 3.1 9.1 20.6 38.7 275.0 4.0 Total benefit (expense) $ 29.8 $ 150.9 $ (120.2 ) A reconciliation of the income tax provision computed at the federal statutory rate to the effective tax rate for the years ended December 31, 2018, 2017, and 2016 are as follows: 2018 2017 2016 Federal statutory income tax rate 21.0 % 35.0 % 35.0 % Effect of: State and local taxes, net of federal tax effect 4.2 % 3.9 % 1.5 % Foreign tax rates 4.2 % (2.7 %) 2.1 % Permanent - other items 0.5 % (2.1 %) 0.8 % Permanent - goodwill impairment (9.1 %) (12.0 %) - U.S. Tax Reform Act (3.2 %) 120.3 % - Valuation allowance (7.5 %) (4.6 %) 2.1 % Stock-based compensation 1.2 % (0.6 %) (1.8 %) Other (0.5 %) 2.7 % (3.1 %) Effective tax rate 10.8 % 139.9 % 36.6 % Our deferred tax liabilities and assets at December 31, 2018 and 2017 were as follows: In millions 2018 2017 Deferred tax liabilities: Property, plant and equipment $ (68.9 ) $ (56.4 ) Goodwill and intangibles (395.1 ) (490.0 ) Other (22.7 ) (17.2 ) Total deferred tax liabilities (486.7 ) (563.6 ) Deferred tax assets: Accrued liabilities 84.4 141.2 Net operating tax loss carry-forwards 88.9 38.3 Sec 163j carry-forward 13.4 - Other 39.9 38.6 Less: valuation allowance (35.3 ) (16.1 ) Total deferred tax assets 191.3 202.0 Net deferred tax liabilities $ (295.4 ) $ (361.6 ) On December 22, 2017, the U.S. Tax Cuts and Jobs Act of 2017 (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate income tax rate decrease from 35% to 21% effective for tax years beginning after December 31, 2017, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings as of December 31, 2017. The Tax Act results in a related change in assertion on expected foreign withholding taxes. In accordance with SAB 118 and our understanding of the Tax Act and guidance available, the Company calculated the provisional estimate of the tax impact of the Tax Act on its year end 2017 income tax benefit/provision and as a result recognized an income tax (benefit) of ($129.8) million in the fourth quarter of 2017, the period in which the legislation was enacted. The provisional amount related to the re-measurement of certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, the one-time transition tax on the mandatory deemed repatriation of foreign earnings and the related expected foreign withholding taxes on such earnings are reflected in the table below. The net tax benefit recognized during the year ended December 31, 2017, related to the Tax Act was as follows: In millions Remeasurement of net deferred tax liabilities due to enacted rate reduction $ 167.7 Section 965 transition tax on foreign earnings (24.3 ) Foreign withholding taxes on such earnings (13.6 ) Net tax benefit from the Tax Act $ 129.8 During the year ended December 31, 2018, we adjusted the provisional amounts recognized as of December 31, 2017 for the one-time transition tax, deferred taxes and foreign withholding taxes. These adjustments resulted in a net charge to the tax provision of $8.8 million. As of December 31, 2018, our accounting for the various elements of the Tax Act is complete. Adjustments may be necessary in future periods due to potential technical corrections to the Tax Act and/or regulatory guidance that may be issued by the U.S. Internal Revenue Service. Beginning in fiscal 2019, the Tax Act also establishes a provision known as global intangible low-taxed income ("GILTI") that imposes a tax on certain earnings of foreign subsidiaries. The Company has made an accounting policy election to treat GILTI taxes as a current period expense. Prior to the enactment of the Tax Act, the Company treated the undistributed earnings from foreign subsidiaries as indefinitely reinvested. The Company continues to assert permanent reinvestment in its first tier subsidiaries, but lifts the assertion on deferred foreign earnings that were taxed under the Tax Act on lower tier subsidiaries. A withholding tax accrual has been recorded where appropriate. The Company has not provided for deferred taxes on outside basis differences in our investments in our foreign subsidiaries that are unrelated to unremitted earnings as these basis differences will be indefinitely reinvested. A determination of the unrecognized deferred taxes related to these other components of our outstanding basis difference is not practicable to calculate. At December 31, 2018, the net operating loss carry-forwards from both foreign and domestic operations are approximately $350.3 million and certain of these net operating loss carry-forwards began to expire in 2021. The tax benefit of these net operating losses is approximately $88.9 million at December 31, 2018, on which a valuation allowance of $24.9 million was recognized offsetting such tax benefit. We file income tax returns in the United States, in various states and in certain foreign jurisdictions. With a few exceptions, we are no longer subject to U.S. federal, state, local, or non-US income tax examinations by tax authorities for years prior to 2012. The U.S. Internal Revenue Service has completed its audit of our 2014 corporate income tax return and made no changes to our reported tax. The Company has recognized liabilities to cover certain uncertain tax positions. Such uncertain tax positions relate to additional taxes that the Company may be required to pay in various tax jurisdictions. During the course of examinations by various taxing authorities, proposed adjustments may be asserted. The Company evaluates such items on a case-by-case basis and adjusts the accrual for uncertain tax positions as deemed necessary. The estimated amount of the liability associated with the Company’s uncertain tax positions that may significantly increase or decrease within the next twelve months cannot be reasonably estimated. The total amount of unrecognized tax benefit at December 31, 2018 is $64.7 million. The amount of uncertain tax positions that, if recognized, would affect the effective tax rate is approximately $61.8 million. We recognized interest and penalties related to income tax reserves in the amount of $0.8 million, $0.3 million, and $1.3 million for the years ended December 31, 2018, 2017, and 2016, respectively, as a component of income tax expense. The following table summarizes the aggregate changes in unrecognized tax benefits during the years ended December 31, 2018 and 2017: In millions Unrecognized tax positions as of January 1, 2017 $ 26.7 Gross increases - tax positions in prior periods 0.7 Gross increases - current period tax positions 5.1 Settlement (0.5 ) Lapse of statute of limitations (4.6 ) Unrecognized tax positions as of December 31, 2017 27.4 Gross increases - tax positions in prior periods 1.1 Gross increases - current period tax positions 43.5 Settlement (2.0 ) Lapse of statute of limitations (5.3 ) Unrecognized tax positions as of December 31, 2018 $ 64.7 The table above includes amounts that relate to uncertain tax positions from acquired companies. Purchase agreements to acquire the stock of a target generally provide that the seller is liable for and has indemnified the Company against all income tax liabilities for periods prior to the acquisition. The Company will be responsible for unrecognized tax benefits and related interest and penalties for periods after the acquisition. The Company is considering a claim under Internal Revenue Code Section 1341 concerning the tax rate to be applied to the small quantity customer class action settlement on the Company’s 2018 tax return. The Company may request a pre-filing agreement (“PFA”) with the U.S. Internal Revenue Service related to the treatment of this item. Once the PFA is settled any positive income tax benefit resulting from the PFA will be recognized at that time. The Company has established a long term receivable and an amount within the unrecognized tax positons above to reflect its estimate of the potential refund should its claim be successful. There can be no assurance that this amount or any amount will be recovered as a result of this claim. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10 – FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels as described below: Level 1 – Quoted prices in active markets for identical assets or liabilities (highest priority). Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability (lowest priority). Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of assets and liabilities and their placement within the fair value hierarchy levels. The impact of our creditworthiness and non-performance risk has been considered in the fair value measurements noted below. There were no movements of items between fair value hierarchies in the periods presented. At December 31, 2018 and 2017, we recognized a $0.3 million and a $0.4 million, respectively, asset related to the fair value, established using Level 2 inputs, of the U.S. dollar-Canadian dollar foreign currency swap which was classified as Other assets. The objective of the swap is to offset the foreign exchange risk to the U.S. dollar equivalent cash outflows for our Canadian subsidiary. Our contingent consideration liabilities, recorded using Level 3 inputs, in total and the amounts classified as Other current liabilities and Other liabilities were as follows as of December 31: In millions 2018 2017 Other current liabilities $ 2.8 $ 4.6 Other liabilities (see Note 7) 7.5 7.8 Total contingent consideration $ 10.3 $ 12.4 Contingent consideration represents amounts expected to be paid as part of acquisition consideration only if certain future events occur. These events are usually targets for revenues, earnings, or other milestones related to the business acquired. We arrive at the fair value of contingent consideration by applying a weighted probability of potential payment outcomes. The calculation of these potential outcomes is dependent on both past financial performance and management assumptions about future performance. If the financial performance measures were all fully met, our maximum aggregate liability would be $13.4 million at December 31, 2018. Contingent consideration liabilities are reassessed each reporting period and are reflected on the Consolidated Balance Sheets as part of Other current liabilities and Other liabilities. Changes to contingent consideration are reflected in the table below: In millions Contingent consideration as of January 1, 2017 $ 24.1 Increase due to current year acquisitions 0.1 Purchase accounting adjustments (9.6 ) Decrease due to payments (1.5 ) Change in fair value reflected in SG&A (0.4 ) Other (0.3 ) Contingent consideration as of December 31, 2017 12.4 Increase due to current year acquisitions - Purchase accounting adjustments (0.4 ) Decrease due to payments (1.3 ) Change in fair value reflected in SG&A 0.2 Foreign exchange fluctuations (0.6 ) Contingent consideration as of December 31, 2018 $ 10.3 In addition to assets and liabilities that are recorded at fair value on a recurring basis, the Company is required to record certain assets and liabilities at fair value on a nonrecurring basis, generally as result of acquisitions or the re-measurement of assets resulting in impairment charges. See Note 3 – Acquisitions, Note 4 – Restructuring, Divestitures, and Assets Held for Sale, and Note 6 Goodwill And Other Intangible Assets Fair Value of Debt: At December 31, 2018 and 2017, the estimated fair value of the Company’s debt obligations, using Level 2 inputs, compared to the carrying amount was as follows: In billions 2018 2017 Fair value of debt obligations $ 2.75 $ 2.74 Carrying value of debt obligations 2.78 2.75 The fair values were estimated using an income approach by applying market interest rates for comparable instruments. Accounts receivable, accounts payable and accrued liabilities are financial assets and liabilities, respectively, with carrying values that approximate fair value, using Level 3 inputs. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 11 – COMMITMENTS AND CONTINGENCIES Environmental Remediation Liabilities We record a liability for environmental remediation when such liability becomes probable and the costs or damages can be reasonably estimated. We accrue environmental remediation costs, on an undiscounted basis, associated with identified sites where an assessment has indicated that cleanup costs are probable and can be reasonably estimated, but the timing of such payments is not fixed and determinable. Such accruals are based on currently available information, estimated timing of remedial actions, existing technology, and enacted laws and regulations. Our liability for environmental remediation is included on the Consolidated Balance Sheets in current liabilities within Accrued liabilities and in noncurrent liabilities within Other liabilities see Note 7 – Accrued Liabilities And Other Long term Liabilities At December 31, 2018 and 2017, the total environmental remediation liabilities recognized were $33.5 million and $30.8 million, respectively, of which $5.3 million and $5.7 million, respectively, were presented in Accrued liabilities on the Consolidated Balance Sheets. We project estimated payments over approximately 30 years. Asset Retirement Obligations We have asset retirement obligations that we are required to perform under law or contract once an asset is permanently taken out of service. Most of these obligations are not expected to be paid until many years in the future and are expected to be funded from general company resources at the time of removal. At December 31, 2018 and 2017, the total asset retirement obligation liabilities recognized were $19.1 million and $18.2 million, respectively, and were included in noncurrent liabilities within Other liabilities see Note 7 – Accrued Liabilities And Other Long term Liabilities Operating We lease various plant equipment, office furniture and equipment, motor vehicles, office and warehouse space, and landfills under operating lease agreements. Our leases have varying terms. The leasesmay contain renewal or purchase options, escalation clauses, restrictions, penalties or other obligations that we consider in determining minimum lease payments. During the years ended December 31, 2018, 2017, and 2016, rent expense, including lease related costs, month-to-month rentals and leases with an initial lease term of less than one year, was $192.1 million, $186.2 million, and $181.6 million, respectively, of which $178.7 million, $173.7 million, and $169.8 million, respectively, was included within COR with the remainder included in SG&A on the Consolidated Statements of (Loss) Income. Minimum future rental payments under non-cancelable operating leases that have initial or remaining terms in excess of one year as of December 31, 2018 (including leases with an inception date but not yet commenced) In millions 2019 $ 107.0 2020 88.7 2021 72.7 2022 54.8 2023 40.0 Thereafter 128.7 $ 491.9 Unconditional Purchase Commitments The Company has entered into non-cancelable arrangements with third-parties, primarily related to information technology products and services. As of December 31, 2018, future payments under these contractual obligations, which are not recognized on the Consolidated Balance Sheets, were as follows: In millions 2019 $ 21.3 2020 20.5 2021 5.1 2022 - 2023 - Thereafter - $ 46.9 Letters of Credit, Surety Bonds As of December 31, 2018 and 2017, we had $63.1 million and $130.8 million, respectively, of stand-by letters of credit outstanding against our senior credit facility (see Note 8 – Debt |
RETIREMENT AND OTHER EMPLOYEE B
RETIREMENT AND OTHER EMPLOYEE BENEFIT PROGRAMS | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
RETIREMENT AND OTHER EMPLOYEE BENEFIT PROGRAMS | NOTE 12 – RETIREMENT AND OTHER EMPLOYEE BENEFIT PROGRAMS Defined Contribution Plans: We have a 401(k) defined contribution retirement savings plan (the “Plan”) covering substantially all domestic employees. Each participant may elect to defer a portion of his or her compensation subject to certain limitations. The Company may contribute up to 50% of compensation contributed to the Plan by each employee up to a maximum of $3,000 per annum. During the years ended December 31, 2018, 2017, and 2016, our contributions were $10.6 million, $8.9 million, and $5.9 million, respectively. Employees associated with the 2015 Shred-it acquisition were allowed to continue to participate in the former Shred-it 401(k) defined contribution retirement savings plan (the “Shred-it Plan”). During the year ended December 31, 2016, we made contributions of $3.4 million to the Shred-it Plan, which was officially closed and all employees converted over to the Plan effective January 1, 2017. The Company also has several foreign defined contribution plans, which require the Company to contribute a percentage of the participating employee’s salary according to local regulations. During the years ended December 31, 2018, 2017, and 2016, total contributions made by the Company for these plans were approximately $3.1 million, $3.4 million, and $2.6 million, respectively. Multiemployer Defined Benefit Pension Plans: We participate in two trustee-managed multiemployer defined benefit pension plans (“Multiemployer Pension Plans”) for employees who are covered by collective bargaining agreements. The risks of participating in these Multiemployer Pension Plans are different from single-employer plans in that (i) assets contributed to the Multiemployer Pension Plan by one employer may be used to provide benefits to employees or former employees of other participating employers; (ii) if a participating employer stops contributing to the Multiemployer Pension Plans, the unfunded obligations of the Multiemployer Pension Plan may be required to be assumed by the remaining participating employers and (iii) if we choose to stop participating in any of our Multiemployer Pension Plans or if any event should significantly reduce or eliminate our need to participate (such as employee layoffs or closure of a location), we may be required to pay those plans a withdrawal amount based on the underfunded status of the plan. Based upon the most recent information available, one of the plans we participate in is in “critical” status due to an accumulated funding deficiency and has adopted a rehabilitation plan to address the funding deficiency position. The following table outlines our participation in Multiemployer Pension Plans: Pension Protection Act Zone Status (1), (3) Company Contributions (4) (in millions) Plan Employer ID Number Plan # 2018 2017 FIP/RP Status (2) 2018 2017 Expiration Date of Collective Bargaining Agreements Pension Plan Private Sanitation Union, Local 813 IBT 13-1975659 1 Red/ Critical Red/ Critical Implemented $ 0.6 $ 0.6 6/30/2019 and 3/31/2020 Nurses And Local 813 IBT Retirement Plan 13-3628926 1 Green Green N/A $ - $ - various dates (1) Zone status is defined by the Department of Labor and the Pension Protection Act of 2006 and represents the level at which the plan is funded. Plans in the red zone are less than 65% funded, while plans in the green zone are at least 80% funded. Status is based on information received from the Multiemployer Pension Plans and is certified by the pension plans actuary. (2) The "FIP/RP Status" column indicates Multiemployer Pension Plans for which a Funding Improvement Plan ("FIP”) or a Rehabilitation Plan ("RP") has been implemented or is pending. The most recent Pension Protection Act zone status available in 2018 and 2017 is for the plans’ year-end December 31, 2017 and 2016, respectively. (3) A Multiemployer Pension Plan that has been certified as endangered, seriously endangered or critical may begin to levy a statutory surcharge on contribution rates. Once authorized, the surcharge is at the rate of 5% for the first 12 months and 10% for any periods thereafter, until certain conditions are met. Contributing employers, however, may eliminate the surcharge by entering into a collective bargaining agreement that meets the requirements of the applicable FIP or RP. (4) The Company was listed in the Form 5500 for the Pension Plan Private Sanitation Union Local 813 IBT as individually significant for contributing more than 5% of total contributions to such plan during the plan years ended December 31, 2017 and 2016. At the date these financial statements were issued, Forms 5500 were not available for the Multiemployer Pension Plans for the year ended December 31, 2018. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
STOCK BASED COMPENSATION | NOTE 13 – STOCK BASED COMPENSATION At December 31, 2018, we had the following incentive stock plans: • the 2017 Incentive Stock Plan, which our stockholders approved in May 2017; • the 2014 Incentive Stock Plan, which our stockholders approved in May 2014; • the 2011 Incentive Stock Plan, which our stockholders approved in May 2011; • the 2008 Incentive Stock Plan, which our stockholders approved in May 2008; • the 2005 Incentive Stock Plan, which our stockholders approved in April 2005; • the 2000 Non-statutory Stock Option plan, which expired in February 2010; • the Employee Stock Purchase Plan ("ESPP"), which our stockholders approved in May 2001 (as amended and restated in May 2017), and • the Canadian Employee Stock Purchase Plan (“Canada ESPP”), which our stockholders approved in May 2016. At December 31, 2018, we had reserved a total of 2,709,476 shares for issuance under our incentive stock plans. In terms of the stock options authorized, the 2017 Plan, 2014 Plan, 2011 Plan, 2008 Plan, and the 2005 Plan provide for the grant of non-statutory stock options ("NSOs"), incentive stock options ("ISOs"), restricted stock units (“RSUs”), and performance-based restricted stock units (“PSUs”) intended to qualify under Section 422 of the Internal Revenue Code; and the 2000 Plan provides for the grant of NSOs. Our Plans authorize awards to our officers, employees and consultants, and to our directors. The exercise price per share of an option granted under any of our stock option plans may not be less than the closing price of a share of our common stock on the date of grant. The maximum term of an option granted under any incentive stock plan may not exceed 8 or 10 years. An option may be exercised only when it is vested and, in the case of an option granted to an employee (including an officer), only while he or she remains an employee and for a limited period following the termination of his or her employment. New shares are issued upon exercise of stock options. Employee Stock Purchase Plan: In October 2000, our Board of Directors adopted the ESPP, which our stockholders approved in May 2001, and was made effective as of July 1, 2001. The ESPP authorizes 1,299,999 shares of our common stock, which substantially all employees may purchase through payroll deductions at a price equal to 85% of the fair market values of the stock as of the end of the six-month offering period. An employee's payroll deductions, and stock purchase, may not exceed $5,000 during any offering period. During 2018, 2017, and 2016, 131,959 shares, 109,762 shares, and 88,344 shares, respectively, were issued through the ESPP. In May 2017, our shareholders approved an amendment to the ESPP which authorizes the issuance of an additional 300,000 shares. At December 31, 2018, we had 161,372 shares available for issuance under the ESPP plan. In March 2016, our Board of Directors approved the Canada ESPP, which our stockholders approved in May 2016. The Canada ESPP authorizes 100,000 shares of our common stock which substantially all Canadian employees may purchase through payroll deductions, at a price equal to 95% of the fair market values of the stock at the end of the six-month offering period. An employee's payroll deductions, and stock purchase, may not exceed $5,000 during any offering period. During 2018, 2017, and 2016, 2,283 shares, 1,766 shares, and 756 shares, respectively, were issued through the Canada ESPP. At December 31, 2018, we had 95,195 shares available for issuance under the Canada ESPP plan. Stock-Based Compensation Expense: During 2018, there were no changes to our stock compensation plans or modifications to outstanding stock-based awards which would change the value of any awards outstanding. The following table presents the total stock-based compensation expense resulting from stock option awards, RSUs, PSUs, and the ESPP and Canada ESPP included in the Consolidated Statements of (Loss) Income: In millions Years Ended December 31, 2018 2017 2016 Selling, general and administrative - stock option plans $ 10.8 $ 14.7 $ 17.4 Selling, general and administrative - RSUs 7.2 5.2 0.9 Selling, general and administrative - PSUs 5.1 0.2 - Selling, general and administrative - ESPP and Canada ESPP 1.0 1.2 2.2 Total pre-tax expense $ 24.1 $ 21.3 $ 20.5 Stock Options: Options granted to non-employee directors vest in one year and options granted to officers and employees generally vest over five years. Expense related to options with graded vesting is recognized using the straight-line method over the vesting period. Stock option activity for the year ended December 31, 2018 is summarized as follows: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Total Aggregate Intrinsic Value (in years) (in millions) Outstanding as of January 1, 2018 5,393,417 $ 96.91 Granted 430,337 60.35 Exercised (312,302 ) 49.78 Forfeited (267,622 ) 99.21 Cancelled or expired (347,444 ) 106.94 Outstanding as of December 31, 2018 4,896,386 $ 95.85 4.03 $ - Exercisable as of December 31, 2018 3,475,528 $ 96.11 3.39 $ - At December 31, 2018, there was $19.0 million of total unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted average period of 2.59 years. The following table sets forth the intrinsic value of options exercised for the years ended December 31 2018, 2017, and 2016: In millions 2018 2017 2016 Total exercise intrinsic value of options exercised $ 4.7 $ 4.8 $ 26.0 The exercise intrinsic value represents the total pre-tax intrinsic value (the difference between the fair value on the trading day the option was exercised and the exercise price associated with the respective option). The Company uses historical data to estimate expected life and volatility. The estimated fair value of stock options at the time of grant using the Black-Scholes option pricing model was as follows: Years Ended December 31, 2018 2017 2016 Stock options granted (shares) 430,337 456,424 1,100,492 Weighted average fair value at grant date $ 16.79 $ 19.46 $ 20.16 Assumptions: Expected term (in years) 4.89 4.82 4.77 Expected volatility 25.52 % 22.68 % 18.28 % Expected dividend yield — % — % — % Risk free interest rate 2.6 % 1.9 % 1.2 % Restricted Stock Units: The fair value of RSUs is based on the closing price of the Company's common stock on the date of grant and is amortized to expense over the service period. RSUs vest at the end of three or five years. The 2017 Plan includes a share reserve for RSUs granted at a 1-1 ratio while our 2008, 2011, and 2014 Plans reserve at a 2-1 ratio. No RSUs were granted under the 2005 Plan. RSUs activity during the year ended December 31, 2018, is as follows: Number of Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Total Aggregate Intrinsic Value (in years) (in millions) Non-vested as of January 1, 2018 267,297 $ 89.74 Granted 312,254 61.64 Vested and Released (59,097 ) 88.99 Forfeited (90,644 ) 75.37 Non-vested as of December 31, 2018 429,810 $ 72.02 1.88 $ 15.8 At December 31, 2018, there was $23.1 million of total unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted average period of 3.52 years. The fair value of units that vested during the years ended December 31, 2018 and 2017 was $4.2 million and $2.9 million, respectively. There were no units that vested during the year ended December 31, 2016. Performance-Based Restricted Stock Units: Our executive officers PSU program was introduced in 2017. PSUs vest, or not, in three equal annual installments based on the achievement of pre-determined annual earnings per share performance goals as approved by the Compensation Committee. Each of the PSU’s granted represent the right to receive one share of the Company’s common stock at a specified future date. In addition, certain employees have been granted PSUs which vest, or not, in four equal annual installments based on the achievement of performance goals related to the Business Transformation, as approved by the Compensation Committee. Compensation cost for the executive and Business Transformation PSU’s has been recognized based on the estimated achievement of the underlying goals. The number of PSU’s that recipients will ultimately receive will be based upon the Compensation Committee’s review of the actual achievement of these goals. Each of the PSU’s granted represent the right to receive one share of the Company’s common stock at a specified future date. PSUs activity during the year ended December 31, 2018, is as follows: Number of Units Weighted Average Grant Date Fair Value Non-vested as of January 1, 2018 11,149 $ 82.85 Granted 136,496 63.79 Vested and Released - - Forfeited (including performance goal underachieving) (32,137 ) 70.47 Non-vested as of December 31, 2018 115,508 $ 63.77 The table above reflects the maximum number of shares which could be granted upon vesting of the executive and Business Transformation PSU’s for which performance goals related to 2018 have been established. At December 31, 2018, approximately 311,000 of additional PSUs exist which will vest in tranches based upon achievement of performance goals to be established for fiscal years 2019 through 2021. |
PREFERRED STOCK
PREFERRED STOCK | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 14 – PREFERRED STOCK At December 31, 2018, we had 1,000,000 authorized shares of preferred stock and zero shares issued and outstanding. At December 31, 2017, we had 1,000,000 authorized shares of preferred stock of which 673,380 shares were issued and outstanding. Series A Mandatory Convertible Preferred Stock Offering: On September 15, 2015, we completed a registered public offering of 7,700,000 depositary shares, each representing a 1/10th interest in a share of our 5.25% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share (the "Series A Preferred Stock"), at a public offering price of $100.00 per depository share for total gross proceeds of $770.0 million. On September 14, 2018, in accordance with their terms of issue, 638,190 shares of the Company’s Series A Preferred Stock, representing all of the preferred stock outstanding as of that date, were converted into a total of 4.7 million shares of the Company’s common stock at a ratio of 7.3394 shares of our common stock for each share of Series A Preferred Stock. Prior to the conversion referenced above, dividends on shares of the Series A Preferred Stock were payable on a cumulative basis when, as and if declared by our Board of Directors, or an authorized committee thereof, at an annual rate of 5.25% on the liquidation preference of $1,000 per share (and, correspondingly, $100.00 per share with respect to the depositary shares). The dividends were payable in cash, or subject to certain limitations, in shares of our common stock, or any combination of cash and shares of our common stock, on March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2015, and to, and including, September 15, 2018. We declared and paid dividends of $25.5 million, $36.3 million, and $39.4 million to the Series A Preferred Stock shareholders during the years ended December 31, 2018, 2017, and 2016, respectively. The following table provides information about our repurchases of depository shares of Series A Preferred stock, prior to the conversion referenced above, during the year ended December 31, 2018: In millions, except share and per share data Number of Depository Shares Repurchased Amount Paid for Repurchases Average Price Paid per Share January 1 - January 31, 2018 - $ - $ - February 1 - February 28 , 2018 151,900 7.4 49.05 March 1 - March 31 , 2018 - - - April 1 - April 30 , 2018 - - - May 1 - May 31 , 2018 150,000 7.4 49.24 June 1 - June 30 , 2018 - - - July 1 - July 31 , 2018 - - - August 1 - August 31 , 2018 50,000 2.4 47.05 September 1 - September 30 , 2018 - - - October 1 - October 31 , 2018 - - - November 1 - November 30 , 2018 - - - December 1 - December 31, 2018 - - - Total 351,900 $ 17.2 $ 48.85 For the years ended December 31, 2018, 2017, and 2016, repurchases of our depository shares resulted in increases in retained earnings of $16.9 million, $17.3 million, and $11.3 million, respectively, because we redeemed the depository shares at a discount. The 351,900 depository shares repurchased during 2018 were equivalent to 35,190 shares of Series A Preferred Stock. |
(LOSS) EARNINGS PER COMMON SHAR
(LOSS) EARNINGS PER COMMON SHARE | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
(LOSS) EARNINGS PER COMMON SHARE | NOTE 15 – (LOSS) EARNINGS PER COMMON SHARE Basic (loss) earnings per share is computed by dividing (loss) income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding stock options, shares to be purchased under the Company’s ESPP and Canadian ESPP, RSUs, PSUs and, the impact of the Series A Preferred Stock prior to conversion on September 14, 2018. The effect of potentially dilutive securities is reflected in diluted earnings per share by application of the "treasury stock method" for outstanding stock-based compensation awards. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities. For the issue of Series A Preferred Stock, we used the "if-converted method", weighted for the period prior to conversion. Under the if-converted method, the preferred dividend applicable to Series A Preferred Stock was added back as an adjustment to the numerator. The Series A Preferred Stock shares were assumed to be converted to common shares at the beginning of the period or, if later, at the time of issuance, and through their conversion on September 14, 2018, for the year ended December 31, 2018, these common shares are weighted for the period the Series A Preferred Stock was outstanding with the resulting weighted average common shares included in the denominator. In applying the if-converted method, conversion is not assumed for purposes of computing diluted earnings per share if the effect would be anti-dilutive. The numerator was also adjusted for any premium or discount arising from redemption of the Series A Preferred Stock. The following table sets forth the computation of basic and diluted (loss) earnings per share: In millions, except per share data Years Ended December 31, 2018 2017 2016 Numerator: Net (loss) income attributable to Stericycle, Inc. $ (244.7 ) $ 42.4 $ 206.3 Mandatory convertible preferred stock dividend (25.5 ) (36.3 ) (39.4 ) Gain on repurchase of preferred stock 16.9 17.3 11.3 Numerator for basic (loss) earnings per share attributable to Stericycle, Inc. common shareholders $ (253.3 ) $ 23.4 $ 178.2 Denominator: Denominator for basic (loss) earnings per share - weighted average shares (1) 87.1 85.3 84.9 Effect of dilutive securities: Stock-based compensation awards (2) - 0.3 0.7 Mandatory convertible preferred stock (3) - - - Denominator for diluted (loss) earnings per share - adjusted weighted average shares and after assumed exercises 87.1 85.6 85.6 (Loss) earnings per share – Basic $ (2.91 ) $ 0.27 $ 2.10 (Loss) earnings per share – Diluted $ (2.91 ) $ 0.27 $ 2.08 (1) For the year ended December 31, 2018, the denominator for basic (loss) earnings per share includes 1.4 million shares representing the weighted-average impact of the common shares outstanding as a result of the Series A Preferred Stock conversion on September 14, 2018. (2) In 2018 options to purchase shares (in thousands) of 124, were excluded from the computation of diluted (loss) earnings per share due to the net loss incurred for the year. (3) In 2018, 2017, and 2016, the weighted average common shares (in thousands) issuable upon the assumed conversion of the Series A Preferred Stock totaling 3,367, 5,104, and 5,528, respectively, were excluded from the computation of diluted (loss) earnings per share as such conversion would have been anti-dilutive. In 2018, 2017, and 2016, options to purchase shares (in thousands) of 4,664, 4,724, and 3,411, respectively, at exercise prices of $47.52-$141.56, $62.50-$141.56, and $83.49-$141.56, respectively, were not included in the computation of diluted (loss) earnings per share because the effect would have been anti-dilutive. In 2018, 2017, and 2016, RSUs (in thousands) of 169, 218, and 48, respectively, were not included in the computation of diluted (loss) earnings per share because the effect would have been anti-dilutive. During 2018 and 2017, the Company had outstanding PSUs (in thousands) that were eligible to vest into a maximum of 116 and 11 shares of common stock, respectively, subject to the achievement of specified performance conditions. Contingently issuable shares are excluded from the computation of diluted earnings per share if, based on current period results, the shares would not be issuable if the end of the reporting period were the end of the contingency period or if the Company incurred a net loss attributable to its common shareholders. These outstanding PSUs have been excluded from the (loss) earnings per share calculation for 2018 and 2017 as the performance conditions were not satisfied as of the end of the respective periods. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 12 Months Ended |
Dec. 31, 2018 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE LOSS | NOTE 16 – ACCUMULATED OTHER COMPREHENSIVE LOSS The following table sets forth the changes in the components of accumulated other comprehensive loss for 2018, 2017, and 2016: In millions Currency Translation (Loss) Income Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Accumulated Other Comprehensive (Loss) Income Beginning balance as of January 1, 2016 $ (276.0 ) $ (6.6 ) $ (282.6 ) Period change (86.3 ) 1.3 (85.0 ) Ending balance as of December 31, 2016 (362.3 ) (5.3 ) (367.6 ) Period change 79.3 1.3 80.6 Ending balance as of December 31, 2017 (283.0 ) (4.0 ) (287.0 ) Period change (79.3 ) 1.0 (78.3 ) Ending balance as of December 31, 2018 $ (362.3 ) $ (3.0 ) $ (365.3 ) During the years ended December 31, 2018, 2017, and 2016, the unrealized gains on cash flow hedges in accumulated other comprehensive income stated above are presented net of tax impacts of $0.4 million, $0.7 million, and $0.8 million, respectively. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | NOTE 17 – SEGMENT REPORTING We evaluate, oversee and manage the financial performance of three operating segments – Domestic and Canada Regulated Waste and Compliance, International Regulated Waste and Compliance, and Domestic Communication and Related Services. Our Domestic and Canada, and International Regulated Waste and Compliance Services Our Domestic Communication and Related Services Domestic Communication and Related Services does not consistently meet the quantitative criteria to be a separate reportable segment and therefore is included in the “All Other” reporting segment along with costs related and stock-based compensation. Beginning in the first quarter of 2018, we changed our measure of segment profitability to Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“Adjusted EBITDA”). Adjusted EBITDA is Income from operations excluding certain specified items, Depreciation and Intangible Amortization. As a result of this change in segment reporting, all applicable historical segment information has been revised to conform to the new presentation. The following tables show financial information for the Company's reportable segments: In millions Years Ended December 31, 2018 2017 2016 Revenues Domestic and Canada RCS $ 2,574.1 $ 2,551.9 $ 2,508.8 International RCS 655.1 707.6 751.7 All Other 256.7 321.2 301.8 Total $ 3,485.9 $ 3,580.7 $ 3,562.3 Depreciation Domestic and Canada RCS $ 72.5 $ 80.3 $ 75.4 International RCS 29.7 30.9 35.1 All Other 23.4 19.9 12.7 Total $ 125.6 $ 131.1 $ 123.2 Intangible Amortization Domestic and Canada RCS $ 96.7 $ 87.6 $ 95.7 International RCS 25.3 22.7 25.7 All Other 8.3 8.1 7.9 Total $ 130.3 $ 118.4 $ 129.3 Adjusted EBITDA Domestic and Canada RCS $ 782.4 $ 809.5 $ 824.9 International RCS 95.6 93.7 93.1 All Other (133.4 ) (91.2 ) (67.2 ) Total $ 744.6 $ 812.0 $ 850.8 Total Assets Domestic and Canada RCS $ 5,062.5 $ 4,995.0 $ 5,094.1 International RCS 1,110.4 1,333.1 1,357.1 All Other 282.6 660.2 528.9 Total $ 6,455.5 $ 6,988.3 $ 6,980.1 The following table reconciles the Company's primary measure of segment profitability (Adjusted EBITDA) to (Loss) income from operations: In millions Years Ended December 31, 2018 2017 2016 Total reportable segment Adjusted EBITDA $ 744.6 $ 812.0 $ 850.8 Depreciation (125.6 ) (131.1 ) (123.2 ) Business Transformation (82.6 ) (31.3 ) - Intangible Amortization (130.3 ) (118.4 ) (129.3 ) Acquisition and Integration (9.8 ) (40.7 ) (60.9 ) Operational Optimization (29.4 ) (71.1 ) (59.1 ) Divestitures (20.5 ) (9.5 ) (27.1 ) Litigation, Settlements and Regulatory Compliance (93.2 ) (327.7 ) (7.2 ) Impairment (385.2 ) (65.0 ) (1.4 ) Other (29.1 ) (24.8 ) (8.8 ) (Loss) income from operations $ (161.1 ) $ (7.6 ) $ 433.8 |
GEOGRAPHIC AREA AND SERVICES IN
GEOGRAPHIC AREA AND SERVICES INFORMATION | 12 Months Ended |
Dec. 31, 2018 | |
Segments Geographical Areas [Abstract] | |
GEOGRAPHIC AREA AND SERVICES INFORMATION | NOTE 18 – GEOGRAPHIC AREA AND SERVICES INFORMATION The following table presents consolidated revenues and long-lived assets by geographic region: In millions Years Ended December 31, 2018 2017 2016 Revenues United States $ 2,673.6 $ 2,716.9 $ 2,657.4 International: Europe 415.5 436.2 486.0 Other international countries 396.8 427.6 418.9 Total international 812.3 863.8 904.9 Total $ 3,485.9 $ 3,580.7 $ 3,562.3 Long-Lived Assets United States $ 4,501.1 $ 4,821.6 $ 4,820.5 International: Europe 612.7 711.8 668.7 Other international countries 489.6 603.1 687.7 Total international 1,102.3 1,314.9 1,356.4 Total $ 5,603.4 $ 6,136.5 $ 6,176.9 The following table presents consolidated revenues by service: In millions Years Ended December 31, 2018 2017 2016 Regulated Waste and Compliance Services $ 1,932.6 $ 2,023.6 $ 2,063.0 Secure Information Destruction Services 911.0 823.4 747.5 Communication and Related Services 313.1 382.6 370.4 Manufacturing and Industrial Services 329.2 351.1 381.4 Revenues $ 3,485.9 $ 3,580.7 $ 3,562.3 |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 19 – LEGAL PROCEEDINGS We operate in highly regulated industries and respond to regulatory inquiries or investigations from time to time that may be initiated for a variety of reasons. At any given time, the Company has matters at various stages of resolution with the applicable government authorities. We are also routinely involved in actual or threatened legal actions, including those involving alleged personal injuries and commercial, employment, environmental, tax, and other issues. The outcomes of these matters are not within the Company’s complete control and may not be known for prolonged periods of time. In some actions, claimants seek damages, as well as other relief, including injunctive relief, that could require significant expenditures or result in lost revenue. In accordance with applicable accounting standards, the Company establishes an accrued liability for loss contingencies related to legal and regulatory matters when the loss is both probable and reasonably estimable. If the reasonable estimate of a probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is not probable or a probable loss is not reasonably estimable, no liability is recorded. When determining the estimated loss or range of loss, significant judgment is required to estimate the amount and timing of a loss to be recorded. These accruals represent management’s best estimate of probable losses and, in such cases, there may be an exposure to loss in excess of the amounts accrued. Estimates of probable losses resulting from litigation and regulatory proceedings are difficult to predict. Legal and regulatory matters inherently involve significant uncertainties based on, among other factors, the jurisdiction and stage of the proceedings, developments in the applicable facts or law, and the unpredictability of the ultimate determination of the merits of any claim, any defenses the Company may assert against that claim and the amount of any damages that may be awarded. The Company’s accrued liabilities for loss contingencies related to legal and regulatory matters may change in the future as a result of new developments, including, but not limited to, the occurrence of new legal matters, changes in the law or regulatory environment, adverse or favorable rulings, newly discovered facts relevant to the matter, or changes in the strategy for the matter. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. Contract Class Action Lawsuits. Beginning on March 12, 2013, we were served with several class action complaints filed in federal and state courts in several jurisdictions. These complaints asserted, among other things, that we had imposed unauthorized or excessive price increases and other charges on our customers in breach of our contracts and in violation of the Illinois Consumer Fraud and Deceptive Business Practices Act. The complaints sought certification of the lawsuit as a class action and the award to class members of appropriate damages and injunctive relief. These related actions were ultimately transferred to the United States District Court for the Northern District of Illinois for centralized pretrial proceedings (the “MDL Action”). On February 16, 2017, the Court entered an order granting plaintiffs’ motion for class certification. The Court certified a class of “[a]ll persons and entities that, between March 8, 2003 through the date of trial resided in the United States (except Washington and Alaska), were identified by Stericycle as ‘Small Quantity’ or ‘SQ’ customer, and were charged and paid more than their contractually-agreed price for Stericycle’s medical waste disposal goods and services pursuant to Stericycle’s automated price increase policy. Governmental entities whose claims were asserted in United States ex rel. Perez v. Stericycle Inc. shall be excluded from the class.” The parties engaged in discussions through and overseen by a mediator regarding a potential resolution of the matter and reached an agreement in principle for settlement in July 2017, which was subsequently documented in a definitive settlement agreement (the “Settlement”) on October 17, 2017. The Settlement provided a global resolution of all cases and claims against the Company in the MDL Action. It also provided that the Company would establish a common fund of $295.0 million from which would be paid all compensation to members of the settlement class, attorneys’ fees to class counsel, incentive awards to the named class representatives and all costs of notice and administration. It also provided that our existing contracts with customers would remain in force, while we would also establish as part of the Settlement guidelines for future price increases and provide customers additional transparency regarding such increases. Under the terms of the Settlement, the Company admitted no fault or wrongdoing whatsoever, and it entered into the Settlement to avoid the cost and uncertainty of litigation. The Settlement provided that, upon final approval by the Court following a fairness hearing, it would fully and finally resolve all claims against the Company alleged in the MDL Action. The Court granted preliminary approval of the Settlement following a hearing on October 26, 2017. The fairness hearing was held on March 8, 2018. The Court granted approval of the Proposed MDL Settlement that same day. The Court entered final judgment on May 8, 2018. No appeal was filed, and the Proposed MDL Settlement became finally effective on June 7, 2018 (the “Final Settlement”). The Company funded the Final Settlement on July 6, 2018. Certain class members who have opted out of the Final Settlement have filed lawsuits against the Company, and the Company will defend and resolve those actions. The Company has accrued its estimate of the probable loss for these collective matters, which is not material. Securities Class Action Lawsuit. On July 11, 2016, two purported stockholders filed a putative class action complaint in the U.S. District Court for the Northern District of Illinois. The plaintiffs purported to sue for themselves and on behalf of all purchasers of our publicly traded securities between February 7, 2013 and April 28, 2016, inclusive, and all those who purchased securities in our public offering of depositary shares, each representing a 1/10th interest in a share of our mandatory convertible preferred stock, on or around September 15, 2015. The complaint named as defendants the Company, our directors and certain of our current and former officers, and certain of the underwriters in the public offering. The complaint purports to assert claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 and Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as well as SEC Rule 10b-5, promulgated thereunder. The complaint alleges, among other things, that the Company imposed unauthorized or excessive price increases and other charges on its customers in breach of its contracts, and that defendants failed to disclose those alleged practices in public filings and other statements issued during the proposed class period beginning February 7, 2013 and ending April 28, 2016. On August 4, 2016, plaintiffs filed an Amended Complaint that purports to assert additional misrepresentations in public statements through July 28, 2016, and therefore to change the putative class period to the period from February 7, 2013 to July 28, 2016, inclusive. On October 21, 2016, plaintiffs filed a Corrected Amended Complaint adding the Company as a named defendant in plaintiff’s claim under Section 11 of the Securities Act, which had previously been asserted only against the Underwriters and certain officers and directors. On November 1, 2016, the Court appointed the Public Employees’ Retirement System of Mississippi and the Arkansas Teacher Retirement System as Lead Plaintiffs and their counsel as Lead Counsel. On February 1, 2017, Lead Plaintiff filed a Consolidated Amended Complaint with additional purported factual material supporting the same legal claims from the prior complaints for a class period from February 7, 2013 through September 18, 2016. Defendants filed a motion to dismiss the Consolidated Amended Complaint on April 1, 2017. On May 19, 2017, plaintiffs filed a response in opposition to the motion to dismiss and on June 19, 2017, Defendants filed a reply brief in support of their motion. On March 31, 2018, plaintiffs filed a further Amended Complaint, alleging additional corrective disclosures and extending the purported class period through February 21, 2018. Defendants filed a motion to dismiss the Consolidated Amended Complaint on May 25, 2018. The Motion was fully briefed on July 13, 2018, and awaited a ruling by the Court. The parties engaged in discussions through and overseen by a mediator regarding a potential resolution of the matter and reached an agreement in principle for settlement in December 2018 (the “Proposed Securities Class Action Settlement”). As we disclosed in a current report on Form 8-K filed on December 20, 2018, the terms of the Proposed Securities Class Action Settlement provide that the Company will establish a common fund of $45 million, from which will be paid all compensation to members of the settlement class, attorneys’ fees to class counsel, incentive awards to the named class representatives and all costs of notice and administration. The large majority of the $45 million common fund established pursuant to the Proposed Securities Class Action Settlement will be paid by the Company’s insurers. In the Proposed Securities Class Action Settlement, we admitted no fault or wrongdoing whatsoever. We entered into the Proposed Securities Class Action Settlement in order to avoid the cost and uncertainty of litigation. On February 14 On February 25, 2019, plaintiffs in the Securities Class Action filed Plaintiffs’ Unopposed Motion for an Order Preliminarily Approving Class Settlement and Authorizing Dissemination of Notice of Settlement (the “Preliminary Approval Motion”). The Preliminary Approval Motion asks the Court to preliminarily approve the Settlement, to approve the manner and content of the notice to be given to potential class members, and to set a schedule for, among other things, deadlines for potential class members to file claims, object to the Settlement, or seek exclusion from the Settlement class. The Preliminary Approval Motion is pending before the Court. Shareholder Derivative Lawsuits. On September 1, 2016, a purported stockholder filed a putative derivative action complaint in the Circuit Court of Cook County, Illinois against certain officers and directors of the Company, naming the Company as nominal defendant. The complaint alleges that defendants breached their fiduciary duties to the Company and its stockholders by causing the Company to allegedly overcharge certain customers in breach of those customers’ contracts, otherwise provide unsatisfactory customer service and injure customer relationships, and make materially false and misleading statements and omissions regarding the Company’s business, operational and compliance policies between February 7, 2013 and the present. On March 1, 2017, another purported stockholder filed a putative derivative action complaint containing substantially similar allegations in the Circuit Court of Cook County, Illinois against certain officers and directors of the Company, naming the Company as nominal defendant. The Company notes, among other things, that, in addition to failing to make the required demand on the board of directors, both of these filings are in violation of the Company’s Bylaws, which require any such actions to be brought in a court in Delaware. On June 29, 2017, the Court entered an agreed order consolidating the two putative derivative actions for all purposes under the caption Kausal Shah v. Charles A. Alutto, et al. On March 26, 2018, Alvin Janklow v. Charles A. Alutto, et al. John Brennan v. Charles A. Alutto, et al. Brennan Janklow Janklow Brennan On April 12, 2018, Rick Siu v. Mark C. Miller, et al. Siu Defendants will implement and/or maintain certain corporate governance changes for a period of four years following approval of the settlement. In addition, the Company will receive payment from applicable insurance in the amount of $7.5 million, less any amounts ordered by the Court to be paid for Plaintiff’s attorneys’ fees and expenses or as a service award to Plaintiff. Neither the Company nor the Defendants have admitted any fault or wrongdoing whatsoever in connection with the Siu Settlement, but have entered into the Siu Settlement in order to avoid the cost and uncertainty of litigation. The Siu Settlement remains subject to Court approval at a final hearing, which the Court has not yet scheduled. On October 18, 2016, the Company received a letter from an attorney purporting to represent a current stockholder of the Company demanding, pursuant to Del. Ct. Ch. R. 23.1, that the Company’s Board of Directors take action to remedy alleged breaches of fiduciary duties by certain officers and directors of the Company. The factual allegations set forth in the letter were similar to those asserted in the Securities Class Action Lawsuit and the Shareholder Derivative Lawsuits. The Company’s Board of Directors constituted a Special Demand Review Committee to investigate the claims made in the demand letter and the Committee retained independent counsel to assist with the investigation. At the conclusion of its investigation, the Committee’s counsel advised the stockholder that the Board had completed its investigation and determined not to pursue legal action. On July 30, 2018, the purported stockholder on whose behalf the demand letter was sent filed a stockholder derivative action, Damon Turney v. Mark C. Miller, et al On January 22, 2019, the Company received a letter from an attorney purporting to represent another current stockholder of the Company setting forth allegations and demands substantially similar to those previously presented in the October 18, 2016 demand letter, the Securities Class Action Lawsuit and the Shareholder Derivative Lawsuits. The Company’s Board of Directors referred this letter to the Special Demand Review Committee and its independent counsel for consideration. After the Committee had considered the January 22, 2019 letter in light of its prior investigation, the Committee’s counsel advised the stockholder that the Board had determined not to pursue legal action. We have not accrued any amounts in respect of these lawsuits, and we cannot estimate the reasonably possible loss or the range of reasonably possible losses that we may incur. We are unable to make such an estimate because (i) litigation is by its nature uncertain and unpredictable and (ii) in our judgment, the factual and legal allegations asserted by plaintiffs are sufficiently unique that we are unable to identify other proceedings with circumstances sufficiently comparable to provide guidance in making estimates. We intend to vigorously defend ourselves against each of the derivative lawsuits. TCPA Lawsuit. On June 3, 2016, a plaintiff filed a putative class action, captioned Ibrahim v. Stericycle, Inc. , No. 16-cv-4294 (N.D. Ill.), against us and our wholly-owned subsidiary, Stericycle Communication Solutions, Inc., under the Telephone Consumer Protection Act (“TCPA”), asserting that the defendants called plaintiff and others in violation of that statute. Plaintiff challenges our use of pre-recorded messages that urge the owners of recalled products to return or obtain repairs for those products. Plaintiff seeks certification of two nationwide classes. One class includes people who received one or more cellular telephone calls from Stericycle featuring a prerecorded or artificial voice message relating to a product recall, where the called party was not the same individual who, according to Stericycle’s records, was the intended recipient of the call. The second class includes people who received one or more cellular telephone calls from Stericycle featuring a prerecorded or artificial voice message relating to a product recall after such person had communicated to Stericycle that Stericycle did not have consent to make any such calls to their cellular telephone number. On July 28, 2016, we answered the complaint, denying the material allegations and raising certain affirmative defenses. Among the asserted defenses is the “emergency” exception to the TCPA, which exempts calls made to promote public health and safety. On December 19, 2016, before any substantial discovery in the case, we filed a motion for summary judgment primarily on the basis of the “emergency” exception. On February 1, 2017, plaintiff responded to our motion by requesting additional discovery. The court permitted plaintiff to obtain some but not all of the requested discovery, and we have provided additional documents in response to that order. On April 5, 2017, plaintiff sought leave to file an amended complaint which would add a claim under the Illinois Automatic Telephone Dialers Act (which does not include an “emergency” exception) and certain additional allegations. We filed an opposition to this motion on April 28, 2017, contending that the proposed amendments are futile and that we are entitled to summary judgment. On June 27, 2017, the court permitted plaintiff to file the amended complaint. We answered plaintiff’s amended complaint, denying liability, and in light of the amended complaint, withdrew our motion for summary judgment without prejudice. The parties conducted discovery, which closed on May 15, 2018. On September 25, 2018, the parties stipulated to dismissal of the case with prejudice, and the Court dismissed the case with prejudice on October 23, 2018. FCPA Investigation. On June 12, 2017, the SEC issued a subpoena to the Company, requesting documents and information relating to the Company’s compliance with the FCPA or other foreign or domestic anti-corruption laws with respect to certain of the Company’s operations in Latin America. In addition, the DOJ has notified the Company that it is investigating this matter in parallel with the SEC. The Company is cooperating with these agencies. The Company is also conducting an internal investigation of these and other matters, including outside of Latin America, under the oversight of the Audit Committee of the Board of Directors and with the assistance of outside counsel, and this investigation has found evidence of improper conduct. We have not accrued any amounts in respect of this matter, as we cannot estimate any reasonably possible loss or any range of reasonably possible losses that we may incur. We are unable to make such an estimate because, based on what we know now, in our judgment, the factual and legal issues presented in this matter are sufficiently unique that we are unable to identify other circumstances sufficiently comparable to provide guidance in making estimates. Environmental Matters. Our Environmental Solutions business is regulated by federal, state and local laws enacted to regulate the discharge of materials into the environment, the generation, transportation and disposal of waste, and the cleanup of contaminated soil and groundwater and protection of the environment. Because of the highly regulated nature of this business, we frequently become a party to legal or administrative proceedings involving various governmental authorities and other interested parties. The issues involved in these proceedings generally relate to alleged violations of existing permits and licenses or alleged responsibility under federal or state Superfund laws to remediate contamination at properties owned either by us or by other parties to which either we or the prior owners of certain of its facilities shipped wastes. From time to time, we may be subject to fines or penalties in regulatory proceedings relating primarily to waste treatment, storage or disposal facilities. North Salt Lake, Utah. We have continued to toll the statute of limitations with the United States Attorney’s Office for the District of Utah (the “USAO”) relating to an investigation by the U.S. Environmental Protection Agency (the “EPA”) into past Clean Air Act emissions and permit requirements, as previously alleged in the notice of violation (the “NOV”) issued by the State of Utah Division of Air Quality (the “DAQ”). The NOV resulted in our December 2014 settlement with the DAQ, as previously disclosed. The government indicated that the matter will be resolved civilly, not criminally, and the parties have reached agreement in principle, to be documented in the form of a civil consent decree, under which the company will undertake a Supplemental Environmental Project and pay a civil penalty under the Clean Air Act. The Company has accrued the total amount of the agreement in principle. Rancho Cordova, California. The California Department of Toxic Substances Control (“DTSC”) alleged violations of California’s Hazardous Waste Control Law for our hazardous waste facility in Rancho Cordova, California for the years 2011 through 2017. DTSC referred the matter to the California Attorney General’s office. On March 3, 2016, we entered into a tolling agreement with the Attorney General’s office, which was subsequently extended while the parties negotiated a resolution of the matter. On October 26, 2017, DTSC filed a complaint in California Superior Court in Sacramento County for civil penalties and injunctive relief for alleged violations of California's Hazardous Waste Control Law. On October 15, 2018, the parties entered into a Stipulation for Entry of Order and Final Judgment on Consent, which was entered by the Superior Court of the State of California, Sacramento County, on October 19, 2018. The associated penalty was paid by the Company in November 2018. Tabasco, Mexico. In late 2016, the National Agency for Industrial Security and the Protection of the Environment for the Hydrocarbon Sector in Mexico (“ASEA”) conducted a permit compliance inspection at a hazardous waste treatment facility acquired by one of our subsidiaries in Dos Bocas, Tabasco, Mexico. ASEA subsequently claimed that the soil treatment process described in the facility’s treatment permit had not been followed properly and issued an order imposing a fine and directing that the facility be closed and that alleged contamination on a certain portion of the facility be remediated. Our subsidiary has engaged a firm of environmental technicians to assess the contamination described in the ASEA order and to conduct a broader environmental assessment of the facility. The preliminary estimate of the remediation costs necessary to address the ASEA order was $2.0 million. Our review and assessment of the overall facility is ongoing. In November 2017, ASEA rescinded the prior order imposing the fine. After reassessing the evidence and arguments presented, ASEA issued a new resolution on March 9, 2018, containing a lower, revised fine and including remedial obligations. In March 2018, the Company submitted a proposal for remedial measures. On April 26, 2018, the Company appealed the fines in the most recent order. In December 2018, ASEA approved the Company’s remedial plan for the facility, which will involve an amendment to the facility’s permit to allow for on-site, in-situ remediation of the one treatment cell subject to ASEA’s original order. In June 2018, the Company instituted both civil and criminal legal proceedings in Mexico against the company from which it acquired the relevant facility, seeking to hold the seller liable for any remediation as well as lost profits and damages. The defendants named in the civil complaint filed their answers in September 2018. The Company has accrued its estimate of the probable loss and costs necessary to comply with the ASEA order and remediate the treatment cell, which are not material. |
QUARTERLY FINANCIAL INFORMATION
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) | NOTE 20 – QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following table summarizes our unaudited consolidated quarterly results of operations as reported for 2018 and 2017: In millions, except per share data First Quarter 2018 Second Quarter 2018 Third Quarter 2018 Fourth Quarter 2018 Year 2018 Revenues $ 895.0 $ 883.3 $ 854.9 $ 852.7 $ 3,485.9 Gross profit 358.5 353.3 335.5 328.7 1,376.0 Goodwill impairment - - - 358.7 358.7 Net (loss) income attributable to Stericycle, Inc. 22.5 27.7 23.5 (318.4 ) (244.7 ) Preferred stock dividend (8.8 ) (8.3 ) (8.4 ) - (25.5 ) Net (loss) income attributable to Stericycle, Inc. common shareholders 21.0 26.6 17.5 (318.4 ) (253.3 ) * Basic earnings (loss) per common share $ 0.25 $ 0.31 $ 0.20 $ (3.51 ) $ (2.91 ) * Diluted earnings (loss) per common share $ 0.25 $ 0.31 $ 0.20 $ (3.51 ) $ (2.91 ) In millions, except per share data First Quarter 2017 Second Quarter 2017 Third Quarter 2017 Fourth Quarter 2017 Year 2017 Revenues $ 892.4 $ 917.7 $ 882.8 $ 887.8 $ 3,580.7 Gross profit 368.7 381.8 368.0 344.0 1,462.5 Goodwill impairment - - - 65.0 65.0 Net income (loss) attributable to Stericycle, Inc. 58.2 (144.0 ) 39.0 89.2 42.4 Preferred stock dividend (9.4 ) (9.2 ) (8.9 ) (8.8 ) (36.3 ) Net income (loss) attributable to Stericycle, Inc. common shareholders 53.4 (148.8 ) 35.5 83.3 23.4 * Basic earnings (loss) per common share $ 0.63 $ (1.74 ) $ 0.42 $ 0.98 $ 0.27 * Diluted earnings (loss) per common share $ 0.62 $ (1.74 ) $ 0.41 $ 0.97 $ 0.27 * EPS calculated on a quarterly basis, and, as such, the amounts may not total the calculated full-year EPS. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2018 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | STERICYCLE, INC. In millions Allowance for doubtful accounts Balance Beginning of Period Charges to Expenses Other Charges/ (Reversals) (1) Write-offs/ Payments Balance End of Period 2016 $ 22.3 $ 41.8 $ 2.7 $ (17.2 ) $ 49.6 2017 $ 49.6 $ 32.3 $ 2.7 $ (19.4 ) $ 65.2 2018 $ 65.2 $ 24.9 $ (2.1 ) $ (16.1 ) $ 71.9 (1) Amounts consist primarily of currency translation adjustments. In millions Valuation Allowance on Deferred Tax Assets Balance Beginning of Period Additions/ (Deductions) Charged to/ (from) Income Tax Expense Other Changes to Reserves (2) Balance End of Period 2016 $ 17.6 $ 6.9 $ (9.1 ) $ 15.4 2017 $ 15.4 $ 4.5 $ (3.8 ) $ 16.1 2018 $ 16.1 $ 20.6 $ (1.4 ) $ 35.3 (2) 2018 amount consists primarily of release of valuation allowance on net operating losses that ceased upon merger. 2017 and 2016 amounts consist primarily of valuation allowances on acquired deferred tax assets from business combinations. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation: The accompanying consolidated financial statements include the accounts of Stericycle, Inc. and its subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company's consolidated financial statements were prepared in accordance with U.S. GAAP and include the assets, liabilities, revenue and expenses of all wholly-owned subsidiaries and majority-owned subsidiaries over which the Company exercises control. Outside stockholders' interests in subsidiaries are shown on the consolidated financial statements as “Noncontrolling interests." |
Use of Estimates | Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Some areas where we make estimates include our allowance for doubtful accounts, credit memo reserve, accrued employee health and welfare benefits, environmental liabilities, stock compensation expense, income tax liabilities, accrued auto and workers’ compensation insurance claims, intangible asset valuations, and goodwill impairment. Such estimates are based on historical trends and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from our estimates. |
Revenue from Contracts with Customers | Revenue from Contracts with Customers: In accordance with ASU No. 2014-19, “Revenue from Contracts with Customers” (“ASC 606”) , revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these good or services. Revenue is recognized net of revenue-based taxes assessed by governmental authorities. The Company provides regulated and compliance services, which include the collection and processing of regulated and specialized waste for disposal, the collection of personal and confidential information for secure destruction, and Expert Solutions, and communication services. The associated activities for each of these are a series of distinct services that are substantially the same and have the same pattern of transfer over time; therefore, the respective services are treated as a single performance obligation. The Company recognizes revenue by applying the right to invoice practical expedient as our right to consideration corresponds directly to the value provided to the customer for performance to date. Revenues for our Medical Waste Solutions and Secure Information Destruction Services are recognized upon waste collection. Our Compliance Solution revenues are recognized over the contractual service period. Revenues from Hazardous Waste Solutions and Manufacturing and Industrial Services are recognized at the time the waste is received by a facility with an appropriate permit, either our processing facility or a third party. Revenues from communication services and Expert Solutions are recognized as the services are performed. Revenues from recycling of shredded paper are recognized upon delivery. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts: Accounts receivable are recorded when billed or when goods or services are provided. The carrying value of our receivables is presented net of an allowance for doubtful accounts. We estimate our allowance for doubtful accounts based on past collection history and specific risks identified among uncollected amounts. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is adjusted accordingly. Past-due receivable balances are written off when our internal collection efforts have been exhausted. No single customer accounts for more than approximately 1.0% of our accounts receivable or approximately 1.1% of total revenues. During the year ended December 31, 2018, 2017, and 2016, bad debt expense was $24.9 million, $32.3 million, and $41.8 million, respectively. |
Contract Liability | Contract Liability: We record a contract liability when cash payments are received or due in advance of our services being performed which is classified as current in Other current liabilities on the Consolidated Balance Sheets since the amounts are earned within a year. Substantially all our contract liabilities outstanding as of December 31, 2017 (presented as deferred revenues on the Consolidated Balance Sheets prior to the adoption of ASC 606 ) were recognized as revenues during 2018. The contract liability at December 31, 2018 was $15.0 million, the substantial portion of which is expected to be recognized as revenue during |
Contract Acquisition Costs | Contract Acquisition Costs: Incremental direct costs of obtaining a contract, which primarily represent sales incentives, are deferred and amortized to Selling, general and administrative expenses (“SG&A”) over the estimated period of benefit to be derived from the cost. |
Cash and Cash Equivalents | Cash and Cash Equivalents: We consider all highly liquid investments with a maturity of less than three months when purchased to be cash equivalents. Cash equivalents are carried at cost. |
Financial Instruments | Financial Instruments: Our financial instruments consist of cash and cash equivalents, accounts receivable and payable, derivatives, and long-term debt. Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of accounts receivable. Credit risk on trade receivables is minimized as a result of the large size of our customer base, low concentration and the performance of ongoing credit evaluations of our customers. We also maintain allowances for potential credit losses. |
Property, Plant and Equipment | Property, Plant and Equipment: Property, plant and equipment is stated at cost. Expenditures for software purchases and software developed for internal use are capitalized and included in Software. For software developed for internal use, external direct costs for materials and services and certain internal payroll and related fringe benefit costs are capitalized as the costs of computer software developed or obtained for internal use. Depreciation and amortization, which includes the depreciation of assets recorded under capital leases, is computed using the straight-line method over the estimated useful lives of the assets as follows: Building and improvements 2 to 40 years Machinery and equipment 2 to 30 years Containers 2 to 20 years Vehicles 2 to 10 years Office equipment and furniture 2 to 20 years Software 2 to 10 years Upon completion and deployment costs associated with the Enterprise Resource Planning system will be amortized over an estimated useful life of 10 years. |
Capitalized Interest | Capitalized Interest: We capitalize interest incurred associated with projects under construction for the duration of the asset construction period. During the years ended December 31, 2018 and 2017, we capitalized interest of $2.9 million and $1.6 million, respectively. No amounts were capitalized in 2016. |
Goodwill and Other Identifiable Intangible Assets | Goodwill and Other Identifiable Intangible Assets: Goodwill represents the excess of the purchase price and related costs over the fair value assigned the net tangible and identifiable tangibles of business acquired. Intangible assets with definite lives are amortized on a straight-line basis over their estimated useful lives. |
Impairment of Long and Indefinite- Lived Assets | Impairment of Long and Indefinite- Lived Assets: • Property and Equipment and Intangible Assets (definite-lives), Net: Long-lived assets, such as property, plant and equipment and amortizing intangible assets are reviewed whenever events or changes in circumstances indicate that the related carrying amounts may not be recoverable. Impairment of assets with definite-lives is generally determined by comparing projected undiscounted cash flows to be generated by the asset, or appropriate grouping of assets, to its carrying value. If an impairment is identified, a loss is recognized equal to the excess of the asset's net book value over its fair value, and the cost basis is adjusted. Determining the extent of an impairment, if any, typically requires various estimates and assumptions including using management's judgment, cash flows directly attributable to the asset, the useful life of the asset and residual value, if any. When necessary, the Company uses internal cash flow estimates, quoted market prices and appraisals as appropriate to determine fair value. Actual results could vary from these estimates. In addition, the remaining useful life of the impaired asset is revised, if necessary. • Intangible Assets (indefinite-lives), Net: Indefinite lived intangibles may be assessed using either a qualitative or quantitative approach. The qualitative approach first determines if it is more-likely-than-not that the fair value of the asset is less than the carrying value. If no such determination is made, then the impairment test is complete. If, however, it is determined that there is a likely impairment, a quantitative assessment must then be made. One determination on whether to use the qualitative approach is the time since the last quantitative approach. In the fourth quarter of 2018, the Company performed its annual impairment test on indefinite lived intangibles, other than goodwill using the qualitative approach for certain assets and the quantitative approach for the remaining assets. • Goodwill: Goodwill is tested for impairment at least annually as of October 1 of each year, or more frequently if an event occurs or circumstances change that would reduce the fair value of a reporting unit below its carrying value. We used a quantitative approach to assess goodwill for impairment. The fair value of each reporting unit is calculated using the income approach (including discounted cash flows (“DCF”)) and validated using a market approach with the involvement of a third party valuation specialist. The Company's reporting units are: Domestic Healthcare Compliance Services, Domestic Secure Information Destruction, Domestic CRS, Domestic Environmental Solutions, Canada, Europe, Asia Pacific and Latin America. The income approach uses expected future cash flows of each reporting unit and discounts those cash flows to present value. Expected future cash flows are calculated using management assumptions of growth rates, including long-term growth rates, capital expenditures, and cost efficiencies. Future acquisitions are not included in the expected future cash flows. We use a discount rate based on a calculated weighted average cost of capital which is adjusted for each of our reporting units based on size, country and company specific risk premiums. The market approach compares the valuation multiples of similar companies to that of the associated reporting unit. We then reconcile the calculated fair values to our market capitalization. The fair value is then compared to its carrying value including goodwill. If the fair value is in excess of its carrying value, the related goodwill is not impaired. If the fair value is less than its carrying value, we recognize an impairment charge in the amount that the carrying value exceeds the fair value. The goodwill impairment testing process involves the use of significant assumptions, estimates and judgments, and is subject to inherent uncertainties and subjectivity in determination of the fair value of the reporting units. Estimating a reporting unit's projected cash flows involves the use of significant assumptions, estimates and judgments with respect to numerous factors, including long-term growth rates, operating margin, including SG&A expense rates, working capital, capital expenditures, allocation of shared or corporate items, among other factors. These estimates are based on internal current operating plans and long-term forecasts for each reporting unit. These projected cash flow estimates are then discounted, which necessitates the selection of an appropriate discount rate. The discount rates selected reflect market-based estimates of the risks associated with the projected cash flows of the reporting unit and also include a Company specific risk premium. The market value comparisons of fair value require the selection of appropriate peer group companies. In addition, we analyze differences between the sum of the fair value of the reporting units and our total market capitalization for reasonableness, taking into account certain factors including control premiums. The use of different assumptions, estimates or judgments in the goodwill impairment testing process may significantly increase or decrease the estimated fair value of a reporting unit. Generally, changes in DCF estimates would have a similar effect on the estimated fair value of the reporting unit. We believe that the estimated fair value used in measuring the impairment was based on reasonable assumptions but future changes in the underlying assumptions could differ due to the inherent judgment in making such estimates. Goodwill impairment charges may be recognized in future periods to the extent changes in factors or circumstances occur, including deterioration in the macro-economic environment or in the equity markets, including the market value of our common shares, deterioration in our performance or our future projections, or changes in the Company's plans for one or more reporting units. For further discussion see Note 6 – Goodwill and Other Intangible Assets Long-lived assets or disposal groups classified as held for sale are valued at the lower of their carrying amount or fair value less estimated selling costs. Long-lived assets are not depreciated or amortized while classified as held for sale. |
Insurance | Insurance: Our insurance for workers’ compensation, auto/fleet, property and employee-related health care benefits is obtained using high deductible insurance policies. A third-party administrator is used to process all such claims. We accrue these liabilities based upon the claim reserves established by the third-party administrator, operating under our oversight, at the end of each reporting period. Accruals include an estimate for claims incurred but not yet reported. Our workers compensation and auto/fleet and employee health insurance benefit liability is based on our historical claims experience. |
Restructuring Charges | Restructuring Charges: Involuntary termination benefits are accrued upon the commitment to a termination plan and when the benefit arrangement is communicated to affected employees, or when liabilities are determined to be probable and estimable, depending on the existence of a substantive plan for severance or termination. Costs for one-time termination benefits in which the employee is required to render service until termination in order to receive the benefits are recognized ratably over the future service period. Contract termination costs are recognized when contracts are terminated or when we cease to use the leased facility and no longer derive economic benefit from the contract. All other exit costs are expensed as incurred. For further discussion, see Note 4 – Restructuring, Divestitures, and Assets Held For Sale . |
Stock-Based Compensation | Stock-Based Compensation: The Company recognizes stock-based compensation expense based on the estimate grant-date fair value for all stock-based awards which include stock options, restricted stock units, and performance stock units. Expense is generally recognized on a straight-line basis over the service period during which awards are expected to vest. We present stock-based compensation expense within the Consolidated Statements of (Loss) Income based on the classification of the respective employees' cash compensation. For further discussion, see Note 13 – Stock Based Compensation . |
Income Taxes | Income Taxes: We are subject to income taxes in both the U.S. and numerous foreign jurisdictions. We compute our provision for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Significant judgments are required in order to determine the realizability of these deferred tax assets. In assessing the need for a valuation allowance, we evaluate all significant available positive and negative evidence, including historical operating results, estimates of future taxable income and the existence of prudent and feasible tax planning strategies. Changes in the expectations regarding the realization of deferred tax assets could materially impact income tax expense in future periods. Tax liabilities are recognized when, in management’s judgment, a tax position does not meet the more likely than not (i.e. a likelihood of more than fifty percent) threshold for recognition. For tax positions that meet the more likely than not threshold, a tax liability may still be recognized depending on management’s assessment of how the tax position will ultimately be settled. The Company records interest and penalties on unrecognized tax benefits in the provision for income taxes. For further discussion, see Note 9 – Income Taxes . |
Lease and Asset Retirement Obligations | Lease and Asset Retirement Obligations: The Company classifies leases at their inception as either operating or capital leases and may receive renewal or expansion options, rent holidays, and leasehold improvement or other incentives on certain lease agreements. The Company recognizes operating lease costs on a straight-line basis, taking into account adjustments for free or escalating rental payments and deferred payment terms. Additionally, lease incentives are accounted for as a reduction of lease costs over the lease term. Rent expense associated with operating lease obligations that relate to the delivery of our services is presented in Cost of revenues (“COR”) and the remaining is classified within SG&A on the Consolidated Statements of (Loss) Income. The Company excludes the portion of executory costs connected with the leased asset for the purposes of determining minimum lease payments under Accounting Standard Codification section 840 “Leases” (“ ASC 840 ”). Minimum lease payments made under capital leases are apportioned between interest expense and a reduction of the related capital lease obligations, which are classified within Accrued liabilities and Current portion of long-term debt on the Consolidated Balance Sheets. The Company establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are amortized over the lease term, and the recognized liabilities are accreted to the future value of the estimated retirement costs. The related amortization and accretion expenses are presented within COR if the leased asset is used in the delivery of our services and the remaining expenses are presented within SG&A on the Consolidated Statements of (Loss) Income. |
Foreign Currency | Foreign Currency: Assets and liabilities of foreign affiliates that use the local currency as their functional currency are translated at the exchange rate on the last day of the accounting period, and income statement accounts are translated at the average rates during the period. Related translation adjustments are reported as a component of accumulated other comprehensive loss on the Consolidated Balance Sheets. Foreign currency gains and losses resulting from transactions which are denominated in currencies other than the entity’s functional currency, including foreign currency gains and losses on intercompany balances that are not of a long-term investment nature, are included within Other expense, net on the Consolidated Statements of (Loss) Income. |
Highly Inflationary Economy | Highly Inflationary Economy : Effective July 1, 2018, as a result of the three-year cumulative inflation exceeding 100%, Argentina was classified as a highly inflationary economy. Accordingly, the Company recognized, in Other expense, net, a foreign exchange loss of $3.8 million, during the year ended December 31, 2018, arising from the re-measurement of our Argentinian peso denominated net monetary assets. Nonmonetary assets, liabilities and related expenses are measured using historical exchange rates and do not fluctuate with changes in the local exchange rate. |
Reclassifications | Reclassifications: There were no material reclassifications during the current year. |
New Accounting Standards | New Accounting Standards: Adoption of New Accounting Standards Revenue Recognition Effective January 1, 2018, the Company adopted ASC 606 Revenue Recognition The impact of adopting ASC 606 relates to (i) the deferral of certain costs associated with obtaining contracts with customers, which were previously expensed as incurred, but under the new guidance are capitalized as Other current assets and Other assets and amortized to SG&A over the expected period of benefit to be received, (ii) the write off of deferred installation costs, which were capitalized, as Prepaid expenses under legacy U.S. GAAP but will be expensed as incurred under ASC 606 and (iii) an increase in Deferred income tax liabilities with respect to the tax impact associated with these items. We recognized a net increase to Retained earnings of $13.0 million as of January 1, 2018 for the cumulative effect of adopting ASC 606. This was comprised of $22.9 million associated with the capitalization of contract acquisition costs offset by a $4.9 million write off of deferred installation costs and $5.0 million to recognize Deferred income tax liabilities. The impact to (Loss) Income from operations from the adoption of ASC 606 was a decrease in SG&A of $8.8 million for the year ended December 31, 2018. Definition of a Business Effective January 1, 2018, the Company adopted ASU No. 2017-01, “ Clarifying the Definition of a Business” (“ASU 2017-01”) Note 3 – Acquisitions, Intra-Entity Transfers of Assets Other Than Inventory On January 1, 2018, the Company adopted the guidance in ASU No. 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory” (“ASU 2016-16”) Compensation – Stock Compensation On January 1, 2018, the Company adopted ASU No. 2017-09, “Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”) Accounting Standards Issued But Not Yet Adopted Leases In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, “Leases” (Topic 842) (“ASU 2016-02”) At transition, lessees and lessors may elect to apply a package of practical expedients permitting entities not to reassess: (i) whether any expired or existing contracts are or contain leases; (ii) lease classification for any expired or existing leases and (iii) whether initial direct costs for any expired or existing leases qualify for capitalization under the amended guidance. These practical expedients must be elected as a package and consistently applied. The Company has elected to apply the package of practical expedients upon adoption. The Company has identified its leases or other contracts impacted by the new standard and is in the process of (i) finalizing the implementation of a software solution to manage and account for leases under the new standard and (ii) updating its business processes and related policies, systems and controls to support recognition and disclosure under the new standard. In connection with the adoption of this standard, the Company expects it will record right-of-use assets, primarily related to buildings and vehicles, amounting to approximately $390.0 million for contracts that contain operating leases. We currently do not expect the amended guidance to have any other material impacts on our financial statements. Derivatives and Hedging In August 2017, the FASB issued ASU No. 2017-12, “ Derivatives and Hedging” (Topic 815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12” Financial Instrument Credit Losses In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments – Credit Losses” (“ASU 2016-13”) Implementation Costs Incurred in a Cloud Computing Arrangement In August 2018, the FASB issued ASU 2018-15, “ Goodwill and Other Intangibles- Internal Use Software – Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract” |
Contract Liabilities | Contract Liabilities The contract liability at December 31, 2018 and 2017 was $15.0 million and $17.9 million, respectively. The balance in contract liability as of December 31, 2017 was recognized as revenue during the year ended December 31, 2018. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Estimated Useful Lives of Assets | Depreciation and amortization, which includes the depreciation of assets recorded under capital leases, is computed using the straight-line method over the estimated useful lives of the assets as follows: Building and improvements 2 to 40 years Machinery and equipment 2 to 30 years Containers 2 to 20 years Vehicles 2 to 10 years Office equipment and furniture 2 to 20 years Software 2 to 10 years |
REVENUES FROM CONTRACTS WITH _2
REVENUES FROM CONTRACTS WITH CUSTOMERS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Revenues Disaggregated by Service, Primary Geographical Regions and Timing of Revenue Recognition | The following table presents our revenues disaggregated by service and primary geographical regions, for the year ended December 31, 2018, and includes a reconciliation of disaggregated revenue to revenue reported by our reportable segments, Domestic and Canada Regulated Waste and Compliance Services (“RCS”) and International RCS: In millions Year ended December 31, 2018 Reportable Segment Domestic and Canada RCS International RCS All Other Revenues by Service: United States Canada Europe Others United States Total Medical Waste and Compliance Solutions $ 1,142.4 $ 39.6 $ 250.8 $ 185.7 $ - $ 1,618.5 Secure Information Destruction Services 712.6 65.7 120.7 12.0 - 911.0 Hazardous Waste Solutions 314.1 - - - - 314.1 Manufacturing and Industrial Services 247.8 22.6 16.9 41.9 - 329.2 Communication Services - 17.3 18.4 - 148.4 184.1 Expert Solutions - 12.0 8.7 - 108.3 129.0 Total $ 2,416.9 $ 157.2 $ 415.5 $ 239.6 $ 256.7 $ 3,485.9 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Summary of Location and Services of Acquisitions | The following table summarizes the locations and services of acquisitions by year: 2018 Acquisitions Service Acquisition Locations Total Number of Acquisitions Regulated Waste Secure Information Destruction Communication and Related Services United States 21 2 19 - Total 21 2 19 - 2017 Acquisitions Service Acquisition Locations Total Number of Acquisitions Regulated Waste Secure Information Destruction Communication and Related Services United States and Canada 22 2 19 1 International 8 5 3 - Total 30 7 22 1 2016 Acquisitions Service Acquisition Locations Total Number of Acquisitions Regulated Waste Secure Information Destruction Communication and Related Services United States and Canada 21 5 15 1 International 10 6 4 - Total 31 11 19 1 |
Summary of Fair Value of Consideration Transferred for Current Period and Prior Year Acquisitions | The following table summarizes the acquisition date fair value of consideration transferred for acquisitions completed during the years ended December 31, 2018, 2017, and 2016: In millions 2018 2017 2016 Cash $ 44.8 $ 52.9 $ 55.4 Promissory notes 30.0 25.3 40.9 Deferred consideration 0.6 1.1 4.1 Contingent consideration - 0.1 1.0 Total purchase price $ 75.4 $ 79.4 $ 101.4 |
Purchase Price Allocation | The following table summarizes the preliminary purchase price allocations for current year acquisitions and adjustments to purchase price allocations for prior year acquisitions. As of December 31, 2018, purchase accounting had been completed for all of our acquisitions that closed prior to July 1, 2018. In millions Current Year Acquisitions Adjustments to Prior Year Acquisitions Total Fixed assets $ 7.0 $ 5.2 $ 12.2 Intangibles 34.0 10.2 44.2 Goodwill 32.2 (17.6 ) 14.6 Other assets and liabilities, net 2.2 1.6 3.8 Total purchase price allocation $ 75.4 $ (0.6 ) $ 74.8 |
RESTRUCTURING, DIVESTITURES, _2
RESTRUCTURING, DIVESTITURES, AND ASSETS HELD FOR SALE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Assets and Liabilities Held for Sale, Not Discontinued Operations | |
Summary of Major Classes of Assets and Liabilities Classified as Held for Sale | The following table presents information related to the major classes of assets and liabilities that were classified as held for sale in the Consolidated Balance Sheet at December 31, 2017: In millions 2017 Total current assets $ 7.7 Fixed assets 8.5 Goodwill 1.6 Intangibles 2.6 Other assets 0.4 Assets held for sale $ 20.8 Total current liabilities $ 4.7 Deferred income taxes 0.4 Liabilities held for sale $ 5.1 |
Selling, General and Administrative Expenses | |
Summary of Non-cash Impairment Charges and Gains or Losses Included in SG&A in the Consolidated Statements of (Loss) Income, Associated With Divestitures | The Company incurred the following non-cash impairment charges and gains or losses, which are included in SG&A in the Consolidated Statements of (Loss) Income, associated with divestitures executed during each of the years ended December 31, 2018, 2017, and 2016, respectively: In millions 2018 2017 2016 Domestic and Canada RCS Segment Non-cash impairment charges $ 6.9 $ - $ - Total Domestic and Canada RCS charges 6.9 - - International RCS Segment Non-cash impairment charges 4.2 6.8 25.5 Losses on divestiture of businesses in the U.K. 1.7 5.7 1.6 Gain on divestiture of South Africa business - (3.0 ) - Total International RCS charges 5.9 9.5 27.1 Total $ 12.8 $ 9.5 $ 27.1 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment at December 31, 2018 and 2017 consisted of the following: In millions 2018 2017 Land and improvements $ 63.8 $ 66.2 Building and improvements 243.5 227.6 Machinery and equipment 345.4 348.2 Vehicles 178.9 173.3 Containers 296.6 261.3 Office equipment and furniture 126.8 146.3 Software and Enterprise Resource Planning system 65.1 40.8 Construction in progress 101.5 80.5 Total property, plant and equipment 1,421.6 1,344.2 Less: accumulated depreciation (678.1 ) (603.2 ) Property, plant and equipment, net $ 743.5 $ 741.0 |
Summary of Non-cash Impairment Charges Recorded in and Related to Reportable Segments | During the year ended December 31, 2018, we recognized $33.1 million of non-cash impairment charges related to software and other property plant and equipment. The charges were recognized in and related to the following reportable segments: In millions Year Ended December 31, 2018 Domestic and Canada RCS International RCS All Other Total Included in COR Software $ 7.4 $ - $ 17.6 $ 25.0 Other property plant and equipment 0.3 - - 0.3 Total included in COR 7.7 - 17.6 25.3 Included in SG&A Software 1.0 - 1.4 2.4 Other property plant and equipment 0.3 5.1 5.4 Total included in SG&A 1.3 5.1 1.4 7.8 Total impairments $ 9.0 $ 5.1 $ 19.0 $ 33.1 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Changes in Carrying Amount of Goodwill | The changes in the carrying amount of goodwill for the years ended December 31, 2018 and 2017, by reportable segment and for the “All Other” category, were as follows: In millions Domestic and Canada RCS International RCS All Other Total Balance as of January 1, 2017 $ 2,811.8 $ 498.4 $ 280.8 $ 3,591.0 Goodwill acquired during year 36.9 4.9 4.7 46.5 Purchase accounting adjustments (10.1 ) 1.2 1.5 (7.4 ) Impairments during the year - (65.0 ) - (65.0 ) Impairments related to disposition and held for sale (see Note 4) - (7.1 ) - (7.1 ) Changes due to foreign currency fluctuations 11.6 34.4 - 46.0 Balance as of December 31, 2017 2,850.2 466.8 287.0 3,604.0 Goodwill acquired during year 32.2 - - 32.2 Purchase accounting adjustments (16.9 ) - (0.7 ) (17.6 ) Impairments during the year (72.4 ) (286.3 ) (358.7 ) Impairments related to disposition and held for sale (see Note 4) (5.8 ) - - (5.8 ) Changes due to foreign currency fluctuations (11.3 ) (20.6 ) - (31.9 ) Balance as of December 31, 2018 $ 2,848.4 $ 373.8 $ - $ 3,222.2 |
Summary of Accumulated Non-Cash Impairment Charges by Segment | Accumulated non-cash impairment charges by segment as of December 31, 2018 and 2017 were as follows: In millions 2018 2017 International RCS $ 137.4 $ 65.0 All Other 286.3 - Total $ 423.7 $ 65.0 |
Carrying Values of Other Intangible Assets | At December 31, 2018 and 2017, the values of other intangible assets were as follows: In millions 2018 2017 Gross Carrying Amount Accumulated Amortization Net Value Gross Carrying Amount Accumulated Amortization Net Value Amortizable intangibles: Customer relationships $ 1,591.5 $ 492.0 $ 1,099.5 $ 1,613.4 $ 381.4 $ 1,232.0 Covenants not-to-compete 5.1 3.2 1.9 7.9 5.9 2.0 Tradenames 3.9 1.2 2.7 6.0 1.8 4.2 Other 12.3 3.5 8.8 17.0 3.4 13.6 Indefinite lived intangibles: Operating permits 212.5 - 212.5 222.3 - 222.3 Tradenames 312.3 - 312.3 317.4 - 317.4 Total $ 2,137.6 $ 499.9 $ 1,637.7 $ 2,184.0 $ 392.5 $ 1,791.5 |
Changes in Carrying Amount of Intangible Assets | The changes in the carrying amount of intangible assets since January 1, 2017 were as follows: In millions Total Balance as of January 1, 2017 $ 1,862.0 Intangible assets acquired during the year 28.2 Valuation adjustments for prior year acquisitions 7.9 Reclassification to assets held for sale (2.6 ) Impairments during the year (21.0 ) Amortization during the year (118.4 ) Changes due to foreign currency fluctuations 35.4 Balance as of December 31, 2017 1,791.5 Intangible assets acquired during the year 34.0 Valuation adjustments for prior year acquisitions 10.2 Reclassification to assets held for sale (14.4 ) Impairments during the year (16.0 ) Amortization during the year (130.3 ) Changes due to foreign currency fluctuations (37.3 ) Balance as of December 31, 2018 $ 1,637.7 |
Summary of Remaining Non-Cash Impairment Charges Incurred Due to Certain Operations Across Segments | The remaining non-cash impairment charges incurred during the year ended December 31, 2018 and the charges in the year ended December 31, 2017 were recognized due to rationalizing certain operations across all segments and were recognized in the following reportable segments: In millions 2018 2017 2016 Domestic and Canada RCS $ 0.5 $ 3.1 $ - International RCS 15.5 12.1 1.4 All Other — 5.8 - Total Customer Relationships and Operating Permits 16.0 21.0 1.4 |
Summary of Finite-lived Intangible Assets | Our finite-lived intangible assets are amortized over their estimated useful lives using the straight-line method with each category having a weighted average remaining useful life as follows: In years Estimated useful lives Weighted average remaining useful lives Customer relationships 5-25 9.2 Covenants not-to-compete 5-14 2.9 Tradenames 4-40 17.6 Landfill air rights 5-26 13.4 |
Estimated Intangible Asset Amortization Expense | Our estimated intangible asset amortization expense for each of the next five years (based upon foreign exchange rates at December 31, 2018) is as follows for the years ended December 31: In millions 2019 $ 140.2 2020 139.1 2021 137.1 2022 135.0 2023 132.3 |
ACCRUED LIABILITIES AND OTHER_2
ACCRUED LIABILITIES AND OTHER LONG TERM LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities | Accrued liabilities consisted of the follow at December 31: In millions 2018 2017 Accrued compensation $ 80.0 $ 52.0 Accrued self-insurance 72.8 77.9 Accrued taxes 42.3 41.2 Accrued interest 14.7 13.6 Accrued small quantity medical waste customer class action legal settlement - 295.0 Accrued professional services liabilities 40.1 34.3 Accrued disposal and landfill liabilities 15.9 13.2 Accrued liabilities – other 75.0 60.9 Total accrued liabilities $ 340.8 $ 588.1 |
Schedule of Other Long Term Liabilities | Other long term liabilities consisted of the following at December 31: In millions 2018 2017 Contingent consideration $ 7.5 $ 7.8 Environmental liabilities 28.2 25.1 Asset retirement obligations 19.1 18.2 Other long term liabilities 15.9 17.0 Total other long term liabilities $ 70.7 $ 68.1 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt and Weighted Average Interest Rates on Long-term Debt Excluding Capital Leases | Long-term debt consisted of the following at December 31: In millions 2018 2017 $1.2 billion senior credit facility, due in 2022 $ 583.3 $ 471.7 $950 million term loan, due in 2022 902.5 950.0 $125 million private placement notes, due in 2019 125.0 125.0 $225 million private placement notes, due in 2020 225.0 225.0 $150 million private placement notes, due in 2021 150.0 150.0 $125 million private placement notes, due in 2022 125.0 125.0 $200 million private placement notes, due in 2022 200.0 200.0 $100 million private placement notes, due in 2023 100.0 100.0 $150 million private placement notes, due in 2023 150.0 150.0 Promissory notes and deferred consideration, weighted average maturity of 2.74 and 2.9 years for 2018 and 2017 120.9 155.9 Foreign bank debt, weighted average maturity of 1.9 years for 2018 and 1.7 years for 2017 76.7 85.2 Obligations under capital leases 20.3 9.4 Total debt 2,778.7 2,747.2 Less: current portion of total debt 104.3 119.5 Less: unamortized debt issuance costs 10.5 12.4 Long-term portion of total debt $ 2,663.9 $ 2,615.3 |
Schedule of Long-Term Debt and Weighted Average Interest Rates on Long-term Debt Excluding Capital Leases | The weighted average interest rates on long-term debt, excluding capital leases, as of December 31, 2018 and 2017 were as follows: 2018 2017 $1.2 billion senior credit facility, due in 2022 3.77 % 2.55 % $1.0 billion term loan, due in 2022 4.07 % 2.83 % $125 million private placement notes, due in 2019 3.43 % 2.68 % $225 million private placement notes, due in 2020 5.22 % 4.47 % $150 million private placement notes, due in 2021 3.64 % 2.89 % $125 million private placement notes, due in 2022 4.01 % 3.26 % $200 million private placement notes, due in 2022 3.47 % 2.72 % $100 million private placement notes, due in 2023 3.54 % 2.79 % $150 million private placement notes, due in 2023 3.93 % 3.18 % Promissory notes and deferred consideration 1.79 % 1.49 % Foreign bank debt 5.81 % 6.11 % |
Schedule of Outstanding Letters of Credit and Unused Portion of Senior Credit Facility | Amounts committed to outstanding letters of credit and the unused portion of our senior credit facility as of December 31, 2018 and 2017 were as follows: In millions 2018 2017 Outstanding letters of credit under Senior Credit Facility $ 63.1 $ 130.8 Unused portion of the Revolving Credit Facility 553.6 597.5 |
Payments due on Long-Term Debt, Excluding Capital Lease Obligations | Payments due on long-term debt, excluding capital lease obligations, during each of the five years subsequent to December 31, 2018 are as follows: In millions 2019 $ 225.2 2020 342.2 2021 251.3 2022 1,678.6 2023 254.8 Thereafter 6.3 Total $ 2,758.4 |
Minimum Future Lease Payments Under Capital Leases | Minimum future lease payments under capital leases are as follows: In millions 2019 $ 5.4 2020 5.6 2021 2.6 2022 2.3 2023 2.1 Thereafter 5.9 Total minimum lease payments 23.9 Less: amounts representing interest (3.6 ) Present value of net minimum lease payments 20.3 Less: current portion included in current portion of long-term debt (4.1 ) Long-term obligations under capital leases $ 16.2 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
United States and International Components of (Loss) Income before Income Taxes (Benefit) Expense | The U.S. and International components of (loss) income before income taxes (benefit) expense consisted of the following for the years ended December 31, 2018, 2017, and 2016: In millions 2018 2017 2016 United States $ (189.1 ) $ (9.6 ) $ 381.1 Foreign (86.3 ) (98.3 ) (53.0 ) Total (loss) income before income taxes $ (275.4 ) $ (107.9 ) $ 328.1 |
Significant Components of Income Tax Benefit (Expense) | Significant components of our income tax benefit (expense) for the years ended December 31, 2018, 2017, and 2016 are as follows: In millions 2018 2017 2016 Current United States – federal $ - $ (107.0 ) $ (102.0 ) United States - state and local (0.4 ) (10.0 ) (11.6 ) Foreign (8.5 ) (7.1 ) (10.6 ) (8.9 ) (124.1 ) (124.2 ) Deferred United States – federal 24.4 256.1 (19.1 ) United States - state and local 11.2 9.8 2.5 Foreign 3.1 9.1 20.6 38.7 275.0 4.0 Total benefit (expense) $ 29.8 $ 150.9 $ (120.2 ) |
Reconciliation of Income Tax Provision Computed at Federal Statutory Rate to Effective Tax Rate | A reconciliation of the income tax provision computed at the federal statutory rate to the effective tax rate for the years ended December 31, 2018, 2017, and 2016 are as follows: 2018 2017 2016 Federal statutory income tax rate 21.0 % 35.0 % 35.0 % Effect of: State and local taxes, net of federal tax effect 4.2 % 3.9 % 1.5 % Foreign tax rates 4.2 % (2.7 %) 2.1 % Permanent - other items 0.5 % (2.1 %) 0.8 % Permanent - goodwill impairment (9.1 %) (12.0 %) - U.S. Tax Reform Act (3.2 %) 120.3 % - Valuation allowance (7.5 %) (4.6 %) 2.1 % Stock-based compensation 1.2 % (0.6 %) (1.8 %) Other (0.5 %) 2.7 % (3.1 %) Effective tax rate 10.8 % 139.9 % 36.6 % |
Deferred Tax Liabilities and Assets | Our deferred tax liabilities and assets at December 31, 2018 and 2017 were as follows: In millions 2018 2017 Deferred tax liabilities: Property, plant and equipment $ (68.9 ) $ (56.4 ) Goodwill and intangibles (395.1 ) (490.0 ) Other (22.7 ) (17.2 ) Total deferred tax liabilities (486.7 ) (563.6 ) Deferred tax assets: Accrued liabilities 84.4 141.2 Net operating tax loss carry-forwards 88.9 38.3 Sec 163j carry-forward 13.4 - Other 39.9 38.6 Less: valuation allowance (35.3 ) (16.1 ) Total deferred tax assets 191.3 202.0 Net deferred tax liabilities $ (295.4 ) $ (361.6 ) |
Summary of Net Tax Benefit Recognized Related to Tax Act | The net tax benefit recognized during the year ended December 31, 2017, related to the Tax Act was as follows: In millions Remeasurement of net deferred tax liabilities due to enacted rate reduction $ 167.7 Section 965 transition tax on foreign earnings (24.3 ) Foreign withholding taxes on such earnings (13.6 ) Net tax benefit from the Tax Act $ 129.8 |
Summary of Aggregate Changes in Unrecognized Tax benefits | The following table summarizes the aggregate changes in unrecognized tax benefits during the years ended December 31, 2018 and 2017: In millions Unrecognized tax positions as of January 1, 2017 $ 26.7 Gross increases - tax positions in prior periods 0.7 Gross increases - current period tax positions 5.1 Settlement (0.5 ) Lapse of statute of limitations (4.6 ) Unrecognized tax positions as of December 31, 2017 27.4 Gross increases - tax positions in prior periods 1.1 Gross increases - current period tax positions 43.5 Settlement (2.0 ) Lapse of statute of limitations (5.3 ) Unrecognized tax positions as of December 31, 2018 $ 64.7 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Schedule of Contingent Consideration Liabilities Recorded Using Level 3 Inputs, Total and Amounts Recorded as Current Liabilities | Our contingent consideration liabilities, recorded using Level 3 inputs, in total and the amounts classified as Other current liabilities and Other liabilities were as follows as of December 31: In millions 2018 2017 Other current liabilities $ 2.8 $ 4.6 Other liabilities (see Note 7) 7.5 7.8 Total contingent consideration $ 10.3 $ 12.4 |
Estimated Fair Value of Company's Debt Obligations, Using Level 2 Inputs, Compared to Carrying Amount | Fair Value of Debt: At December 31, 2018 and 2017, the estimated fair value of the Company’s debt obligations, using Level 2 inputs, compared to the carrying amount was as follows: In billions 2018 2017 Fair value of debt obligations $ 2.75 $ 2.74 Carrying value of debt obligations 2.78 2.75 |
Contingent Consideration Liability | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Changes to Contingent Consideration | Changes to contingent consideration are reflected in the table below: In millions Contingent consideration as of January 1, 2017 $ 24.1 Increase due to current year acquisitions 0.1 Purchase accounting adjustments (9.6 ) Decrease due to payments (1.5 ) Change in fair value reflected in SG&A (0.4 ) Other (0.3 ) Contingent consideration as of December 31, 2017 12.4 Increase due to current year acquisitions - Purchase accounting adjustments (0.4 ) Decrease due to payments (1.3 ) Change in fair value reflected in SG&A 0.2 Foreign exchange fluctuations (0.6 ) Contingent consideration as of December 31, 2018 $ 10.3 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Minimum Future Rental Payments under Non-Cancelable Operating Leases | Minimum future rental payments under non-cancelable operating leases that have initial or remaining terms in excess of one year as of December 31, 2018 (including leases with an inception date but not yet commenced) In millions 2019 $ 107.0 2020 88.7 2021 72.7 2022 54.8 2023 40.0 Thereafter 128.7 $ 491.9 |
Schedule of Future Payments under Contractual Obligations Not Recognized in Consolidated Balance Sheets | As of December 31, 2018, future payments under these contractual obligations, which are not recognized on the Consolidated Balance Sheets, were as follows: In millions 2019 $ 21.3 2020 20.5 2021 5.1 2022 - 2023 - Thereafter - $ 46.9 |
RETIREMENT AND OTHER EMPLOYEE_2
RETIREMENT AND OTHER EMPLOYEE BENEFIT PROGRAMS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Schedule of Multiemployer Defined Benefit Pension Plans | The following table outlines our participation in Multiemployer Pension Plans Pension Protection Act Zone Status (1), (3) Company Contributions (4) (in millions) Plan Employer ID Number Plan # 2018 2017 FIP/RP Status (2) 2018 2017 Expiration Date of Collective Bargaining Agreements Pension Plan Private Sanitation Union, Local 813 IBT 13-1975659 1 Red/ Critical Red/ Critical Implemented $ 0.6 $ 0.6 6/30/2019 and 3/31/2020 Nurses And Local 813 IBT Retirement Plan 13-3628926 1 Green Green N/A $ - $ - various dates (1) Zone status is defined by the Department of Labor and the Pension Protection Act of 2006 and represents the level at which the plan is funded. Plans in the red zone are less than 65% funded, while plans in the green zone are at least 80% funded. Status is based on information received from the Multiemployer Pension Plans and is certified by the pension plans actuary. (2) The "FIP/RP Status" column indicates Multiemployer Pension Plans for which a Funding Improvement Plan ("FIP”) or a Rehabilitation Plan ("RP") has been implemented or is pending. The most recent Pension Protection Act zone status available in 2018 and 2017 is for the plans’ year-end December 31, 2017 and 2016, respectively. (3) A Multiemployer Pension Plan that has been certified as endangered, seriously endangered or critical may begin to levy a statutory surcharge on contribution rates. Once authorized, the surcharge is at the rate of 5% for the first 12 months and 10% for any periods thereafter, until certain conditions are met. Contributing employers, however, may eliminate the surcharge by entering into a collective bargaining agreement that meets the requirements of the applicable FIP or RP. (4) The Company was listed in the Form 5500 for the Pension Plan Private Sanitation Union Local 813 IBT as individually significant for contributing more than 5% of total contributions to such plan during the plan years ended December 31, 2017 and 2016. At the date these financial statements were issued, Forms 5500 were not available for the Multiemployer Pension Plans for the year ended December 31, 2018. |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation Expense Resulting from Stock Option Awards, RSUs, PSUs, and ESPP and Canada ESPP | The following table presents the total stock-based compensation expense resulting from stock option awards, RSUs, PSUs, and the ESPP and Canada ESPP included in the Consolidated Statements of (Loss) Income: In millions Years Ended December 31, 2018 2017 2016 Selling, general and administrative - stock option plans $ 10.8 $ 14.7 $ 17.4 Selling, general and administrative - RSUs 7.2 5.2 0.9 Selling, general and administrative - PSUs 5.1 0.2 - Selling, general and administrative - ESPP and Canada ESPP 1.0 1.2 2.2 Total pre-tax expense $ 24.1 $ 21.3 $ 20.5 |
Stock Option Activity | Stock option activity for the year ended December 31, 2018 is summarized as follows: Number of Options Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life Total Aggregate Intrinsic Value (in years) (in millions) Outstanding as of January 1, 2018 5,393,417 $ 96.91 Granted 430,337 60.35 Exercised (312,302 ) 49.78 Forfeited (267,622 ) 99.21 Cancelled or expired (347,444 ) 106.94 Outstanding as of December 31, 2018 4,896,386 $ 95.85 4.03 $ - Exercisable as of December 31, 2018 3,475,528 $ 96.11 3.39 $ - |
Intrinsic Value of Options Exercised | The following table sets forth the intrinsic value of options exercised for the years ended December 31 2018, 2017, and 2016: In millions 2018 2017 2016 Total exercise intrinsic value of options exercised $ 4.7 $ 4.8 $ 26.0 |
Assumptions Used in Black-Scholes Option Pricing Model | The estimated fair value of stock options at the time of grant using the Black-Scholes option pricing model was as follows: Years Ended December 31, 2018 2017 2016 Stock options granted (shares) 430,337 456,424 1,100,492 Weighted average fair value at grant date $ 16.79 $ 19.46 $ 20.16 Assumptions: Expected term (in years) 4.89 4.82 4.77 Expected volatility 25.52 % 22.68 % 18.28 % Expected dividend yield — % — % — % Risk free interest rate 2.6 % 1.9 % 1.2 % |
Summary of RSU Activity | RSUs activity during the year ended December 31, 2018, is as follows: Number of Units Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Total Aggregate Intrinsic Value (in years) (in millions) Non-vested as of January 1, 2018 267,297 $ 89.74 Granted 312,254 61.64 Vested and Released (59,097 ) 88.99 Forfeited (90,644 ) 75.37 Non-vested as of December 31, 2018 429,810 $ 72.02 1.88 $ 15.8 |
Summary of PSU Activity | PSUs activity during the year ended December 31, 2018, is as follows: Number of Units Weighted Average Grant Date Fair Value Non-vested as of January 1, 2018 11,149 $ 82.85 Granted 136,496 63.79 Vested and Released - - Forfeited (including performance goal underachieving) (32,137 ) 70.47 Non-vested as of December 31, 2018 115,508 $ 63.77 |
PREFERRED STOCK (Tables)
PREFERRED STOCK (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Repurchases of Depository Shares of Series A Preferred Stock | The following table provides information about our repurchases of depository shares of Series A Preferred stock, prior to the conversion referenced above, during the year ended December 31, 2018: In millions, except share and per share data Number of Depository Shares Repurchased Amount Paid for Repurchases Average Price Paid per Share January 1 - January 31, 2018 - $ - $ - February 1 - February 28 , 2018 151,900 7.4 49.05 March 1 - March 31 , 2018 - - - April 1 - April 30 , 2018 - - - May 1 - May 31 , 2018 150,000 7.4 49.24 June 1 - June 30 , 2018 - - - July 1 - July 31 , 2018 - - - August 1 - August 31 , 2018 50,000 2.4 47.05 September 1 - September 30 , 2018 - - - October 1 - October 31 , 2018 - - - November 1 - November 30 , 2018 - - - December 1 - December 31, 2018 - - - Total 351,900 $ 17.2 $ 48.85 |
(LOSS) EARNINGS PER COMMON SH_2
(LOSS) EARNINGS PER COMMON SHARE (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
(Loss) Earnings Per Common Share | The following table sets forth the computation of basic and diluted (loss) earnings per share: In millions, except per share data Years Ended December 31, 2018 2017 2016 Numerator: Net (loss) income attributable to Stericycle, Inc. $ (244.7 ) $ 42.4 $ 206.3 Mandatory convertible preferred stock dividend (25.5 ) (36.3 ) (39.4 ) Gain on repurchase of preferred stock 16.9 17.3 11.3 Numerator for basic (loss) earnings per share attributable to Stericycle, Inc. common shareholders $ (253.3 ) $ 23.4 $ 178.2 Denominator: Denominator for basic (loss) earnings per share - weighted average shares (1) 87.1 85.3 84.9 Effect of dilutive securities: Stock-based compensation awards (2) - 0.3 0.7 Mandatory convertible preferred stock (3) - - - Denominator for diluted (loss) earnings per share - adjusted weighted average shares and after assumed exercises 87.1 85.6 85.6 (Loss) earnings per share – Basic $ (2.91 ) $ 0.27 $ 2.10 (Loss) earnings per share – Diluted $ (2.91 ) $ 0.27 $ 2.08 (1) For the year ended December 31, 2018, the denominator for basic (loss) earnings per share includes 1.4 million shares representing the weighted-average impact of the common shares outstanding as a result of the Series A Preferred Stock conversion on September 14, 2018. (2) In 2018 options to purchase shares (in thousands) of 124, were excluded from the computation of diluted (loss) earnings per share due to the net loss incurred for the year. (3) In 2018, 2017, and 2016, the weighted average common shares (in thousands) issuable upon the assumed conversion of the Series A Preferred Stock totaling 3,367, 5,104, and 5,528, respectively, were excluded from the computation of diluted (loss) earnings per share as such conversion would have been anti-dilutive. |
ACCUMULATED OTHER COMPREHENSI_2
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract] | |
Components of Total Comprehensive Loss | The following table sets forth the changes in the components of accumulated other comprehensive loss for 2018, 2017, and 2016: In millions Currency Translation (Loss) Income Adjustments Unrealized Gains (Losses) on Cash Flow Hedges Accumulated Other Comprehensive (Loss) Income Beginning balance as of January 1, 2016 $ (276.0 ) $ (6.6 ) $ (282.6 ) Period change (86.3 ) 1.3 (85.0 ) Ending balance as of December 31, 2016 (362.3 ) (5.3 ) (367.6 ) Period change 79.3 1.3 80.6 Ending balance as of December 31, 2017 (283.0 ) (4.0 ) (287.0 ) Period change (79.3 ) 1.0 (78.3 ) Ending balance as of December 31, 2018 $ (362.3 ) $ (3.0 ) $ (365.3 ) |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Financial Information Concerning Company's Reportable Segments | Beginning in the first quarter of 2018, we changed our measure of segment profitability to Adjusted Earnings Before Interest, Tax, Depreciation and Amortization (“Adjusted EBITDA”). Adjusted EBITDA is Income from operations excluding certain specified items, Depreciation and Intangible Amortization. As a result of this change in segment reporting, all applicable historical segment information has been revised to conform to the new presentation. The following tables show financial information for the Company's reportable segments: In millions Years Ended December 31, 2018 2017 2016 Revenues Domestic and Canada RCS $ 2,574.1 $ 2,551.9 $ 2,508.8 International RCS 655.1 707.6 751.7 All Other 256.7 321.2 301.8 Total $ 3,485.9 $ 3,580.7 $ 3,562.3 Depreciation Domestic and Canada RCS $ 72.5 $ 80.3 $ 75.4 International RCS 29.7 30.9 35.1 All Other 23.4 19.9 12.7 Total $ 125.6 $ 131.1 $ 123.2 Intangible Amortization Domestic and Canada RCS $ 96.7 $ 87.6 $ 95.7 International RCS 25.3 22.7 25.7 All Other 8.3 8.1 7.9 Total $ 130.3 $ 118.4 $ 129.3 Adjusted EBITDA Domestic and Canada RCS $ 782.4 $ 809.5 $ 824.9 International RCS 95.6 93.7 93.1 All Other (133.4 ) (91.2 ) (67.2 ) Total $ 744.6 $ 812.0 $ 850.8 Total Assets Domestic and Canada RCS $ 5,062.5 $ 4,995.0 $ 5,094.1 International RCS 1,110.4 1,333.1 1,357.1 All Other 282.6 660.2 528.9 Total $ 6,455.5 $ 6,988.3 $ 6,980.1 |
Reconciliation of Company's Primary Measure of Segment Profitability (EBITDA) to (Loss) Income from Operations | The following table reconciles the Company's primary measure of segment profitability (Adjusted EBITDA) to (Loss) income from operations: In millions Years Ended December 31, 2018 2017 2016 Total reportable segment Adjusted EBITDA $ 744.6 $ 812.0 $ 850.8 Depreciation (125.6 ) (131.1 ) (123.2 ) Business Transformation (82.6 ) (31.3 ) - Intangible Amortization (130.3 ) (118.4 ) (129.3 ) Acquisition and Integration (9.8 ) (40.7 ) (60.9 ) Operational Optimization (29.4 ) (71.1 ) (59.1 ) Divestitures (20.5 ) (9.5 ) (27.1 ) Litigation, Settlements and Regulatory Compliance (93.2 ) (327.7 ) (7.2 ) Impairment (385.2 ) (65.0 ) (1.4 ) Other (29.1 ) (24.8 ) (8.8 ) (Loss) income from operations $ (161.1 ) $ (7.6 ) $ 433.8 |
GEOGRAPHIC AREA AND SERVICES _2
GEOGRAPHIC AREA AND SERVICES INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segments Geographical Areas [Abstract] | |
Summary of Consolidated Revenues and Long-lived Assets by Geographic Region | The following table presents consolidated revenues and long-lived assets by geographic region: In millions Years Ended December 31, 2018 2017 2016 Revenues United States $ 2,673.6 $ 2,716.9 $ 2,657.4 International: Europe 415.5 436.2 486.0 Other international countries 396.8 427.6 418.9 Total international 812.3 863.8 904.9 Total $ 3,485.9 $ 3,580.7 $ 3,562.3 Long-Lived Assets United States $ 4,501.1 $ 4,821.6 $ 4,820.5 International: Europe 612.7 711.8 668.7 Other international countries 489.6 603.1 687.7 Total international 1,102.3 1,314.9 1,356.4 Total $ 5,603.4 $ 6,136.5 $ 6,176.9 |
Summary of Revenues Details by Service Line | The following table presents consolidated revenues by service: In millions Years Ended December 31, 2018 2017 2016 Regulated Waste and Compliance Services $ 1,932.6 $ 2,023.6 $ 2,063.0 Secure Information Destruction Services 911.0 823.4 747.5 Communication and Related Services 313.1 382.6 370.4 Manufacturing and Industrial Services 329.2 351.1 381.4 Revenues $ 3,485.9 $ 3,580.7 $ 3,562.3 |
QUARTERLY FINANCIAL INFORMATI_2
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Unaudited Consolidated Quarterly Results of Operations | The following table summarizes our unaudited consolidated quarterly results of operations as reported for 2018 and 2017: In millions, except per share data First Quarter 2018 Second Quarter 2018 Third Quarter 2018 Fourth Quarter 2018 Year 2018 Revenues $ 895.0 $ 883.3 $ 854.9 $ 852.7 $ 3,485.9 Gross profit 358.5 353.3 335.5 328.7 1,376.0 Goodwill impairment - - - 358.7 358.7 Net (loss) income attributable to Stericycle, Inc. 22.5 27.7 23.5 (318.4 ) (244.7 ) Preferred stock dividend (8.8 ) (8.3 ) (8.4 ) - (25.5 ) Net (loss) income attributable to Stericycle, Inc. common shareholders 21.0 26.6 17.5 (318.4 ) (253.3 ) * Basic earnings (loss) per common share $ 0.25 $ 0.31 $ 0.20 $ (3.51 ) $ (2.91 ) * Diluted earnings (loss) per common share $ 0.25 $ 0.31 $ 0.20 $ (3.51 ) $ (2.91 ) In millions, except per share data First Quarter 2017 Second Quarter 2017 Third Quarter 2017 Fourth Quarter 2017 Year 2017 Revenues $ 892.4 $ 917.7 $ 882.8 $ 887.8 $ 3,580.7 Gross profit 368.7 381.8 368.0 344.0 1,462.5 Goodwill impairment - - - 65.0 65.0 Net income (loss) attributable to Stericycle, Inc. 58.2 (144.0 ) 39.0 89.2 42.4 Preferred stock dividend (9.4 ) (9.2 ) (8.9 ) (8.8 ) (36.3 ) Net income (loss) attributable to Stericycle, Inc. common shareholders 53.4 (148.8 ) 35.5 83.3 23.4 * Basic earnings (loss) per common share $ 0.63 $ (1.74 ) $ 0.42 $ 0.98 $ 0.27 * Diluted earnings (loss) per common share $ 0.62 $ (1.74 ) $ 0.41 $ 0.97 $ 0.27 * EPS calculated on a quarterly basis, and, as such, the amounts may not total the calculated full-year EPS. |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Detail) | 12 Months Ended | ||||
Dec. 31, 2018USD ($)StateCountry | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 01, 2019USD ($) | Jan. 01, 2018USD ($) | |
Significant Accounting Policies [Line Items] | |||||
Diverse customer base served, description | today serve a diverse customer base across all 50 states of the United States (“U.S.”), Puerto Rico, and 21 other countries. | ||||
Bad debt expense | $ 24,900,000 | $ 32,300,000 | $ 41,800,000 | ||
Contract liability | 15,000,000 | 17,900,000 | |||
Capitalized interest | 2,900,000 | 1,600,000 | 0 | ||
Deferred installation costs | 6,900,000 | ||||
Selling, general and administrative expenses | 1,178,400,000 | $ 1,405,100,000 | $ 1,053,100,000 | ||
ASC 606 | |||||
Significant Accounting Policies [Line Items] | |||||
Net increase to retained earnings | $ 13,000,000 | ||||
ASC 606 | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||
Significant Accounting Policies [Line Items] | |||||
Capitalization of contract acquisition costs | 22,900,000 | ||||
Deferred installation costs | 4,900,000 | ||||
Deferred income taxes liabilities | 5,000,000 | ||||
Selling, general and administrative expenses | $ (8,800,000) | ||||
ASU 2016-02 | Subsequent Event | |||||
Significant Accounting Policies [Line Items] | |||||
Right of use assets amount | $ 390,000,000 | ||||
Enterprise Resource Planning System | |||||
Significant Accounting Policies [Line Items] | |||||
Property, plant and equipment, useful life | 10 years | ||||
Customer Concentration Risk | Accounts Receivable | |||||
Significant Accounting Policies [Line Items] | |||||
Customer concentration risk percentage, no more than | 1.00% | ||||
Customer Concentration Risk | Total Revenues | |||||
Significant Accounting Policies [Line Items] | |||||
Customer concentration risk percentage, no more than | 1.10% | ||||
United States | |||||
Significant Accounting Policies [Line Items] | |||||
Number of states, diverse customer base served | State | 50 | ||||
Other Countries | |||||
Significant Accounting Policies [Line Items] | |||||
Number of countries, diverse customer base served | Country | 21 | ||||
Argentina | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative inflation period | 3 years | ||||
Argentina | Other Expense, Net | |||||
Significant Accounting Policies [Line Items] | |||||
Foreign exchange loss | $ 3,800,000 | ||||
Argentina | Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative inflation rate | 100.00% |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Building and improvements | Minimum | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Building and improvements | Maximum | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 40 years |
Machinery and equipment | Minimum | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Machinery and equipment | Maximum | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 30 years |
Containers | Minimum | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Containers | Maximum | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 20 years |
Vehicles | Minimum | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Vehicles | Maximum | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Office equipment and furniture | Minimum | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Office equipment and furniture | Maximum | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 20 years |
Software | Minimum | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 2 years |
Software | Maximum | |
Significant Accounting Policies [Line Items] | |
Property, plant and equipment, useful life | 10 years |
REVENUES FROM CONTRACTS WITH _3
REVENUES FROM CONTRACTS WITH CUSTOMERS - Schedule of Revenues Disaggregated by Service, Primary Geographical Regions and Timing of Revenue Recognition (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation Of Revenue [Line Items] | |||
Revenues | $ 3,485.9 | $ 3,580.7 | $ 3,562.3 |
Domestic and Canada RCS | United States | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 2,416.9 | ||
Domestic and Canada RCS | Canada | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 157.2 | ||
International RCS | Europe | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 415.5 | ||
International RCS | Others | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 239.6 | ||
All Other | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 256.7 | $ 321.2 | $ 301.8 |
All Other | United States | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 256.7 | ||
Medical Waste and Compliance Solutions | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 1,618.5 | ||
Medical Waste and Compliance Solutions | Domestic and Canada RCS | United States | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 1,142.4 | ||
Medical Waste and Compliance Solutions | Domestic and Canada RCS | Canada | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 39.6 | ||
Medical Waste and Compliance Solutions | International RCS | Europe | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 250.8 | ||
Medical Waste and Compliance Solutions | International RCS | Others | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 185.7 | ||
Secure Information Destruction Services | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 911 | ||
Secure Information Destruction Services | Domestic and Canada RCS | United States | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 712.6 | ||
Secure Information Destruction Services | Domestic and Canada RCS | Canada | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 65.7 | ||
Secure Information Destruction Services | International RCS | Europe | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 120.7 | ||
Secure Information Destruction Services | International RCS | Others | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 12 | ||
Hazardous Waste Solutions | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 314.1 | ||
Hazardous Waste Solutions | Domestic and Canada RCS | United States | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 314.1 | ||
Manufacturing and Industrial Services | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 329.2 | ||
Manufacturing and Industrial Services | Domestic and Canada RCS | United States | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 247.8 | ||
Manufacturing and Industrial Services | Domestic and Canada RCS | Canada | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 22.6 | ||
Manufacturing and Industrial Services | International RCS | Europe | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 16.9 | ||
Manufacturing and Industrial Services | International RCS | Others | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 41.9 | ||
Communication Services | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 184.1 | ||
Communication Services | Domestic and Canada RCS | Canada | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 17.3 | ||
Communication Services | International RCS | Europe | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 18.4 | ||
Communication Services | All Other | United States | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 148.4 | ||
Expert Solutions | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 129 | ||
Expert Solutions | Domestic and Canada RCS | Canada | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 12 | ||
Expert Solutions | International RCS | Europe | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 8.7 | ||
Expert Solutions | All Other | United States | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | $ 108.3 |
REVENUES FROM CONTRACTS WITH _4
REVENUES FROM CONTRACTS WITH CUSTOMERS - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation Of Revenue [Line Items] | ||
Contract liability | $ 15 | $ 17.9 |
Amortized sales incentive cost | $ 6.9 | |
Contract acquisition costs weighted average life | 6 years 3 months 18 days | |
Other Current Assets | ||
Disaggregation Of Revenue [Line Items] | ||
Capitalization of contract acquisition costs | $ 8.5 | |
Other Noncurrent Assets | ||
Disaggregation Of Revenue [Line Items] | ||
Capitalization of contract acquisition costs | $ 23.3 |
ACQUISITIONS - Additional Infor
ACQUISITIONS - Additional Information (Detail) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018USD ($)Entity | Dec. 31, 2017USD ($)Entity | Dec. 31, 2016Entity | |
Business Acquisition [Line Items] | |||
Number of acquisitions | Entity | 21 | 30 | 31 |
Customer relationships | |||
Business Acquisition [Line Items] | |||
Acquired finite-lived intangible assets | $ | $ 33.5 | $ 9.1 | |
Customer relationships | Minimum | |||
Business Acquisition [Line Items] | |||
Acquired finite-lived intangible assets, useful life | 10 years | ||
Customer relationships | Maximum | |||
Business Acquisition [Line Items] | |||
Acquired finite-lived intangible assets, useful life | 25 years |
ACQUISITIONS - Summary of Acqui
ACQUISITIONS - Summary of Acquisitions Location and Services (Detail) - Entity | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||
Number of acquisitions | 21 | 30 | 31 |
Regulated Waste | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | 2 | 7 | 11 |
Secure Information Destruction | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | 19 | 22 | 19 |
Communication and Related Services | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | 1 | 1 | |
United States | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | 21 | ||
United States | Regulated Waste | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | 2 | ||
United States | Secure Information Destruction | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | 19 | ||
United States and Canada | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | 22 | 21 | |
United States and Canada | Regulated Waste | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | 2 | 5 | |
United States and Canada | Secure Information Destruction | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | 19 | 15 | |
United States and Canada | Communication and Related Services | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | 1 | 1 | |
International | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | 8 | 10 | |
International | Regulated Waste | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | 5 | 6 | |
International | Secure Information Destruction | |||
Business Acquisition [Line Items] | |||
Number of acquisitions | 3 | 4 |
ACQUISITIONS - Aggregate Purcha
ACQUISITIONS - Aggregate Purchase Price Paid for Acquisitions and Other Adjustments to Consideration (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||
Cash | $ 44.7 | $ 52.5 | $ 63.9 |
Series of individual business acquisitions for Year 2018, 2017 and 2016 | |||
Business Acquisition [Line Items] | |||
Cash | 44.8 | 52.9 | 55.4 |
Promissory notes | 30 | 25.3 | 40.9 |
Deferred consideration | 0.6 | 1.1 | 4.1 |
Contingent consideration | 0.1 | 1 | |
Total purchase price | $ 75.4 | $ 79.4 | $ 101.4 |
ACQUISITIONS - Purchase Price A
ACQUISITIONS - Purchase Price Allocation (Detail) $ in Millions | Dec. 31, 2018USD ($) |
Business Acquisition [Line Items] | |
Fixed assets | $ 12.2 |
Intangibles | 44.2 |
Goodwill | 14.6 |
Other assets and liabilities, net | 3.8 |
Total purchase price allocation | 74.8 |
Current Period Acquisitions | |
Business Acquisition [Line Items] | |
Fixed assets | 7 |
Intangibles | 34 |
Goodwill | 32.2 |
Other assets and liabilities, net | 2.2 |
Total purchase price allocation | 75.4 |
Adjustments to Prior Year Acquisitions | |
Business Acquisition [Line Items] | |
Fixed assets | 5.2 |
Intangibles | 10.2 |
Goodwill | (17.6) |
Other assets and liabilities, net | 1.6 |
Total purchase price allocation | $ (0.6) |
RESTRUCTURING, DIVESTITURES, _3
RESTRUCTURING, DIVESTITURES, AND ASSETS HELD FOR SALE - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | $ 2,400,000 | $ 9,100,000 | $ 0 | ||||
Employee termination | 11,500,000 | ||||||
Payments for restructuring liability | $ 2,200,000 | ||||||
Proceeds from sale of business | 25,200,000 | $ 1,200,000 | 2,100,000 | ||||
Non-cash impairments of goodwill | $ 358,700,000 | 65,000,000 | 358,700,000 | 65,000,000 | |||
Impairment of customer list intangibles | 16,000,000 | 21,000,000 | 1,400,000 | ||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | South Africa | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Proceeds from sale of business | 7,300,000 | ||||||
Gain (loss) on divestiture of business | 3,000,000 | ||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | United Kingdom | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Proceeds from sale of business | $ 800,000 | 1,200,000 | |||||
Gain (loss) on divestiture of business | $ (1,600,000) | (5,700,000) | |||||
Assets and Liabilities Held for Sale, Not Discontinued Operations | United Kingdom | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 21,700,000 | ||||||
COR | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 25,300,000 | ||||||
Selling, General and Administrative Expenses | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 7,800,000 | 7,300,000 | |||||
Software | COR | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 25,000,000 | ||||||
Software | Selling, General and Administrative Expenses | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 2,400,000 | ||||||
Domestic And Canada Regulated Waste And Compliance Services | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Restructuring charges | 5,500,000 | ||||||
Impairment of customer list intangibles | 500,000 | 3,100,000 | |||||
Domestic And Canada Regulated Waste And Compliance Services | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Proceeds from sale of business | 17,000,000 | ||||||
Non-cash impairments of goodwill | 5,800,000 | ||||||
Impairment of customer list intangibles | 500,000 | ||||||
Reduction in fair value of assets | 600,000 | ||||||
Domestic And Canada Regulated Waste And Compliance Services | COR | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 7,700,000 | ||||||
Domestic And Canada Regulated Waste And Compliance Services | Selling, General and Administrative Expenses | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 1,300,000 | ||||||
Non-cash impairment charges | 6,900,000 | ||||||
Domestic And Canada Regulated Waste And Compliance Services | Software | COR | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 7,400,000 | ||||||
Domestic And Canada Regulated Waste And Compliance Services | Software | Selling, General and Administrative Expenses | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 1,000,000 | ||||||
Domestic And Canada Regulated Waste And Compliance Services | Other Long-term Assets | COR | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 300,000 | ||||||
International Regulated Waste And Compliance Services | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Restructuring charges | 3,300,000 | ||||||
Non-cash impairments of goodwill | 72,400,000 | 65,000,000 | |||||
Impairment of customer list intangibles | 15,500,000 | 12,100,000 | 1,400,000 | ||||
International Regulated Waste And Compliance Services | United Kingdom | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Proceeds from sale of business | 8,200,000 | ||||||
Consideration for sale of business | 11,500,000 | 11,500,000 | |||||
Consideration from business sale held in escrow | 3,300,000 | ||||||
Non-cash impairment charges | 4,200,000 | 6,800,000 | 3,800,000 | ||||
International Regulated Waste And Compliance Services | Selling, General and Administrative Expenses | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 5,100,000 | ||||||
Non-cash impairment charges | 4,200,000 | 6,800,000 | 25,500,000 | ||||
International Regulated Waste And Compliance Services | Selling, General and Administrative Expenses | South Africa | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Gain (loss) on divestiture of business | 3,000,000 | ||||||
International Regulated Waste And Compliance Services | Selling, General and Administrative Expenses | United Kingdom | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Gain (loss) on divestiture of business | (1,700,000) | (5,700,000) | $ (1,600,000) | ||||
All Other | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Restructuring charges | $ 5,100,000 | ||||||
Non-cash impairments of goodwill | 286,300,000 | ||||||
Impairment of customer list intangibles | $ 5,800,000 | ||||||
All Other | COR | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 17,600,000 | ||||||
All Other | Selling, General and Administrative Expenses | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 1,400,000 | ||||||
Employee termination | 1,300,000 | ||||||
All Other | Software | COR | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 17,600,000 | ||||||
All Other | Software | Selling, General and Administrative Expenses | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Non-cash impairment charges | 1,400,000 | ||||||
Employee Termination Charges | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Employee termination restructuring charges anticipated | 20,000,000 | 20,000,000 | |||||
Restructuring charges | 3,700,000 | ||||||
Employee Termination Charges | Domestic And Canada Regulated Waste And Compliance Services | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Employee termination restructuring charges anticipated | 8,000,000 | 8,000,000 | |||||
Restructuring charges | 3,000,000 | ||||||
Employee Termination Charges | International Regulated Waste And Compliance Services | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Employee termination restructuring charges anticipated | 1,000,000 | 1,000,000 | |||||
Restructuring charges | 300,000 | ||||||
Employee Termination Charges | All Other | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Employee termination restructuring charges anticipated | $ 11,000,000 | 11,000,000 | |||||
Restructuring charges | $ 400,000 |
RESTRUCTURING, DIVESTITURES, _4
RESTRUCTURING, DIVESTITURES, AND ASSETS HELD FOR SALE - Summary of Non-cash Impairment Charges and Gains or Losses Included in SG&A in the Consolidated Statements of (Loss) Income, Associated With Divestitures (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost And Reserve [Line Items] | |||
Total | $ 20.5 | $ 9.5 | $ 27.1 |
International Regulated Waste And Compliance Services | United Kingdom | |||
Restructuring Cost And Reserve [Line Items] | |||
Non-cash impairment charges | 4.2 | 6.8 | 3.8 |
Selling, General and Administrative Expenses | |||
Restructuring Cost And Reserve [Line Items] | |||
Total | 12.8 | 9.5 | 27.1 |
Selling, General and Administrative Expenses | Domestic And Canada Regulated Waste And Compliance Services | |||
Restructuring Cost And Reserve [Line Items] | |||
Non-cash impairment charges | 6.9 | ||
Total | 6.9 | ||
Selling, General and Administrative Expenses | International Regulated Waste And Compliance Services | |||
Restructuring Cost And Reserve [Line Items] | |||
Non-cash impairment charges | 4.2 | 6.8 | 25.5 |
Total | 5.9 | 9.5 | 27.1 |
Selling, General and Administrative Expenses | International Regulated Waste And Compliance Services | United Kingdom | |||
Restructuring Cost And Reserve [Line Items] | |||
(Gain) Losses on divestiture of business | $ 1.7 | 5.7 | $ 1.6 |
Selling, General and Administrative Expenses | International Regulated Waste And Compliance Services | South Africa | |||
Restructuring Cost And Reserve [Line Items] | |||
(Gain) Losses on divestiture of business | $ (3) |
RESTRUCTURING, DIVESTITURES, _5
RESTRUCTURING, DIVESTITURES, AND ASSETS HELD FOR SALE - Summary of Major Classes of Assets and Liabilities Classified as Held for Sale (Detail) $ in Millions | Dec. 31, 2017USD ($) |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Total current assets | $ 20.8 |
Total current liabilities | 5.1 |
Assets and Liabilities Held for Sale, Not Discontinued Operations | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Total current assets | 7.7 |
Fixed assets | 8.5 |
Goodwill | 1.6 |
Intangibles | 2.6 |
Other assets | 0.4 |
Assets held for sale | 20.8 |
Total current liabilities | 4.7 |
Deferred income taxes | 0.4 |
Liabilities held for sale | $ 5.1 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 1,421.6 | $ 1,344.2 |
Less: accumulated depreciation | (678.1) | (603.2) |
Property, plant and equipment, net | 743.5 | 741 |
Land and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 63.8 | 66.2 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 243.5 | 227.6 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 345.4 | 348.2 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 178.9 | 173.3 |
Containers | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 296.6 | 261.3 |
Office equipment and furniture | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 126.8 | 146.3 |
Software and Enterprise Resource Planning system | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | 65.1 | 40.8 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant and equipment | $ 101.5 | $ 80.5 |
PROPERTY, PLANT AND EQUIPMENT -
PROPERTY, PLANT AND EQUIPMENT - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | ||||
Net book value of assets held under capital lease | $ 11,200,000 | $ 22,500,000 | $ 11,200,000 | |
Non-cash impairment charge | $ 2,400,000 | 9,100,000 | $ 0 | |
Selling, General and Administrative Expenses | ||||
Property, Plant and Equipment [Line Items] | ||||
Non-cash impairment charge | 7,800,000 | $ 7,300,000 | ||
Software and Other Property Plant and Equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Non-cash impairment charge | $ 33,100,000 |
PROPERTY, PLANT AND EQUIPMENT_3
PROPERTY, PLANT AND EQUIPMENT - Summary of Non-cash Impairment Charges Recorded in and Related to Reportable Segments (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | $ 2,400,000 | $ 9,100,000 | $ 0 | |
Software and Other Property Plant and Equipment | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 33,100,000 | |||
Domestic and Canada RCS | Software and Other Property Plant and Equipment | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 9,000,000 | |||
International RCS | Software and Other Property Plant and Equipment | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 5,100,000 | |||
All Other | Software and Other Property Plant and Equipment | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 19,000,000 | |||
COR | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 25,300,000 | |||
COR | Software | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 25,000,000 | |||
COR | Other Property Plant and Equipment | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 300,000 | |||
COR | Domestic and Canada RCS | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 7,700,000 | |||
COR | Domestic and Canada RCS | Software | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 7,400,000 | |||
COR | Domestic and Canada RCS | Other Property Plant and Equipment | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 300,000 | |||
COR | All Other | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 17,600,000 | |||
COR | All Other | Software | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 17,600,000 | |||
Selling, General and Administrative Expenses | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 7,800,000 | $ 7,300,000 | ||
Selling, General and Administrative Expenses | Software | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 2,400,000 | |||
Selling, General and Administrative Expenses | Other Property Plant and Equipment | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 5,400,000 | |||
Selling, General and Administrative Expenses | Domestic and Canada RCS | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 1,300,000 | |||
Selling, General and Administrative Expenses | Domestic and Canada RCS | Software | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 1,000,000 | |||
Selling, General and Administrative Expenses | Domestic and Canada RCS | Other Property Plant and Equipment | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 300,000 | |||
Selling, General and Administrative Expenses | International RCS | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 5,100,000 | |||
Selling, General and Administrative Expenses | International RCS | Other Property Plant and Equipment | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 5,100,000 | |||
Selling, General and Administrative Expenses | All Other | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | 1,400,000 | |||
Selling, General and Administrative Expenses | All Other | Software | ||||
Impaired Long Lived Assets Held And Used [Line Items] | ||||
Total Impairments | $ 1,400,000 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in Carrying Amount of Goodwill (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||||
Beginning Balance | $ 3,604 | $ 3,591 | ||
Goodwill acquired during year | 32.2 | 46.5 | ||
Purchase accounting adjustments | (17.6) | (7.4) | ||
Impairments during the year | $ (358.7) | $ (65) | (358.7) | (65) |
Impairments related to disposition and held for sale (see Note 4) | (5.8) | (7.1) | ||
Changes due to foreign currency fluctuations | (31.9) | 46 | ||
Ending Balance | 3,222.2 | 3,604 | 3,222.2 | 3,604 |
Domestic and Canada RCS | ||||
Goodwill [Roll Forward] | ||||
Beginning Balance | 2,850.2 | 2,811.8 | ||
Goodwill acquired during year | 32.2 | 36.9 | ||
Purchase accounting adjustments | (16.9) | (10.1) | ||
Impairments related to disposition and held for sale (see Note 4) | (5.8) | |||
Changes due to foreign currency fluctuations | (11.3) | 11.6 | ||
Ending Balance | 2,848.4 | 2,850.2 | 2,848.4 | 2,850.2 |
International Regulated Waste And Compliance Services | ||||
Goodwill [Roll Forward] | ||||
Beginning Balance | 466.8 | 498.4 | ||
Goodwill acquired during year | 4.9 | |||
Purchase accounting adjustments | 1.2 | |||
Impairments during the year | (72.4) | (65) | ||
Impairments related to disposition and held for sale (see Note 4) | (7.1) | |||
Changes due to foreign currency fluctuations | (20.6) | 34.4 | ||
Ending Balance | $ 373.8 | 466.8 | 373.8 | 466.8 |
All Other | ||||
Goodwill [Roll Forward] | ||||
Beginning Balance | 287 | 280.8 | ||
Goodwill acquired during year | 4.7 | |||
Purchase accounting adjustments | (0.7) | 1.5 | ||
Impairments during the year | $ (286.3) | |||
Ending Balance | $ 287 | $ 287 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Accumulated Non-Cash Impairment Charges by Segment (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill [Line Items] | ||
Total | $ 423.7 | $ 65 |
International Regulated Waste And Compliance Services | ||
Goodwill [Line Items] | ||
Total | 137.4 | $ 65 |
All Other | ||
Goodwill [Line Items] | ||
Total | $ 286.3 |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets By Major Class [Line Items] | |||||
Goodwill impairment | $ 358.7 | $ 65 | $ 358.7 | $ 65 | |
Goodwill | $ 3,222.2 | $ 3,604 | 3,222.2 | 3,604 | $ 3,591 |
Assets impairment charges | 16 | 21 | 1.4 | ||
Aggregate intangible amortization expense | 130.3 | 118.4 | $ 129.3 | ||
Customer Relationship and Permit Intangibles | |||||
Intangible Assets By Major Class [Line Items] | |||||
Assets impairment charges | 10.3 | ||||
Customer relationships | Minimum | |||||
Intangible Assets By Major Class [Line Items] | |||||
Percentage of increase in annual amortization expense | 5.00% | ||||
Customer relationships | Maximum | |||||
Intangible Assets By Major Class [Line Items] | |||||
Percentage of increase in annual amortization expense | 10.00% | ||||
Domestic CRS [Membe] | |||||
Intangible Assets By Major Class [Line Items] | |||||
Goodwill impairment | 286.3 | ||||
Latin America [Member] | |||||
Intangible Assets By Major Class [Line Items] | |||||
Goodwill impairment | 72.4 | $ 65 | |||
Goodwill | $ 20 | $ 20 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Carrying Values of Other Intangible Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Intangible Assets By Major Class [Line Items] | |||
Gross Carrying Amount | $ 2,137.6 | $ 2,184 | |
Accumulated Amortization | 499.9 | 392.5 | |
Net Value | 1,637.7 | 1,791.5 | $ 1,862 |
Operating permits | |||
Intangible Assets By Major Class [Line Items] | |||
Carrying Amount, Indefinite Lived Intangible Assets | 212.5 | 222.3 | |
Tradenames | |||
Intangible Assets By Major Class [Line Items] | |||
Carrying Amount, Indefinite Lived Intangible Assets | 312.3 | 317.4 | |
Customer relationships | |||
Intangible Assets By Major Class [Line Items] | |||
Gross Carrying Amount | 1,591.5 | 1,613.4 | |
Accumulated Amortization | 492 | 381.4 | |
Net Value | 1,099.5 | 1,232 | |
Covenants not-to-compete | |||
Intangible Assets By Major Class [Line Items] | |||
Gross Carrying Amount | 5.1 | 7.9 | |
Accumulated Amortization | 3.2 | 5.9 | |
Net Value | 1.9 | 2 | |
Tradenames | |||
Intangible Assets By Major Class [Line Items] | |||
Gross Carrying Amount | 3.9 | 6 | |
Accumulated Amortization | 1.2 | 1.8 | |
Net Value | 2.7 | 4.2 | |
Other | |||
Intangible Assets By Major Class [Line Items] | |||
Gross Carrying Amount | 12.3 | 17 | |
Accumulated Amortization | 3.5 | 3.4 | |
Net Value | $ 8.8 | $ 13.6 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in Carrying Amount of Intangible Assets (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-lived and Indefinite-lived Intangible Assets [Roll Forward] | |||
Beginning of period | $ 1,791.5 | $ 1,862 | |
Intangible assets acquired during the year | 34 | 28.2 | |
Valuation adjustments for prior year acquisitions | 10.2 | 7.9 | |
Reclassification to assets held for sale | (14.4) | (2.6) | |
Impairments during the year | (16) | (21) | $ (1.4) |
Amortization during the year | (130.3) | (118.4) | (129.3) |
Changes due to foreign currency fluctuations | (37.3) | 35.4 | |
End of period | $ 1,637.7 | $ 1,791.5 | $ 1,862 |
GOODWILL AND OTHER INTANGIBLE_8
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Remaining Non-Cash Impairment Charges Incurred Due to Certain Operations Across Segments (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets By Major Class [Line Items] | |||
Total Customer Relationships and Operating Permits | $ 16 | $ 21 | $ 1.4 |
Domestic And Canada Regulated Waste And Compliance Services | |||
Intangible Assets By Major Class [Line Items] | |||
Total Customer Relationships and Operating Permits | 0.5 | 3.1 | |
International Regulated Waste And Compliance Services | |||
Intangible Assets By Major Class [Line Items] | |||
Total Customer Relationships and Operating Permits | $ 15.5 | 12.1 | $ 1.4 |
All Other | |||
Intangible Assets By Major Class [Line Items] | |||
Total Customer Relationships and Operating Permits | $ 5.8 |
GOODWILL AND OTHER INTANGIBLE_9
GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of Finite-Lived Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Customer relationships | |
Intangible Assets By Major Class [Line Items] | |
Finite-lived intangible assets, weighted average remaining useful life | 9 years 2 months 12 days |
Customer relationships | Minimum | |
Intangible Assets By Major Class [Line Items] | |
Finite-lived intangible assets, estimated useful lives | 5 years |
Customer relationships | Maximum | |
Intangible Assets By Major Class [Line Items] | |
Finite-lived intangible assets, estimated useful lives | 25 years |
Covenants not-to-compete | |
Intangible Assets By Major Class [Line Items] | |
Finite-lived intangible assets, weighted average remaining useful life | 2 years 10 months 24 days |
Covenants not-to-compete | Minimum | |
Intangible Assets By Major Class [Line Items] | |
Finite-lived intangible assets, estimated useful lives | 5 years |
Covenants not-to-compete | Maximum | |
Intangible Assets By Major Class [Line Items] | |
Finite-lived intangible assets, estimated useful lives | 14 years |
Tradenames | |
Intangible Assets By Major Class [Line Items] | |
Finite-lived intangible assets, weighted average remaining useful life | 17 years 7 months 6 days |
Tradenames | Minimum | |
Intangible Assets By Major Class [Line Items] | |
Finite-lived intangible assets, estimated useful lives | 4 years |
Tradenames | Maximum | |
Intangible Assets By Major Class [Line Items] | |
Finite-lived intangible assets, estimated useful lives | 40 years |
Landfill air rights | |
Intangible Assets By Major Class [Line Items] | |
Finite-lived intangible assets, weighted average remaining useful life | 13 years 4 months 24 days |
Landfill air rights | Minimum | |
Intangible Assets By Major Class [Line Items] | |
Finite-lived intangible assets, estimated useful lives | 5 years |
Landfill air rights | Maximum | |
Intangible Assets By Major Class [Line Items] | |
Finite-lived intangible assets, estimated useful lives | 26 years |
GOODWILL AND OTHER INTANGIBL_10
GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated Intangible Asset Amortization Expense (Detail) $ in Millions | Dec. 31, 2018USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2,019 | $ 140.2 |
2,020 | 139.1 |
2,021 | 137.1 |
2,022 | 135 |
2,023 | $ 132.3 |
ACCRUED LIABILITIES AND OTHER_3
ACCRUED LIABILITIES AND OTHER LONG TERM LIABILITIES - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accrued compensation | $ 80 | $ 52 |
Accrued self-insurance | 72.8 | 77.9 |
Accrued taxes | 42.3 | 41.2 |
Accrued interest | 14.7 | 13.6 |
Accrued small quantity medical waste customer class action legal settlement | 0 | 295 |
Accrued professional services liabilities | 40.1 | 34.3 |
Accrued disposal and landfill liabilities | 15.9 | 13.2 |
Accrued liabilities – other | 75 | 60.9 |
Total accrued liabilities | $ 340.8 | $ 588.1 |
ACCRUED LIABILITIES AND OTHER_4
ACCRUED LIABILITIES AND OTHER LONG TERM LIABILITIES - Schedule of Other Long Term Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Contingent consideration | $ 7.5 | $ 7.8 |
Environmental liabilities | 28.2 | 25.1 |
Asset retirement obligations | 19.1 | 18.2 |
Other long term liabilities | 15.9 | 17 |
Total other long term liabilities | $ 70.7 | $ 68.1 |
DEBT - Schedule of Long-Term De
DEBT - Schedule of Long-Term Debt (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total debt | $ 2,778.7 | $ 2,747.2 |
Less: current portion of total debt | 104.3 | 119.5 |
Less: unamortized debt issuance costs | 10.5 | 12.4 |
Long-term portion of total debt | 2,663.9 | 2,615.3 |
Line of credit | $1.2 billion senior credit facility, due in 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | 583.3 | 471.7 |
Term loan | $950 million term loan, due in 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | 902.5 | 950 |
Private placement notes | $125 million private placement notes, due in 2019 | ||
Debt Instrument [Line Items] | ||
Total debt | 125 | 125 |
Private placement notes | $225 million private placement notes, due in 2020 | ||
Debt Instrument [Line Items] | ||
Total debt | 225 | 225 |
Private placement notes | $150 million private placement notes, due in 2021 | ||
Debt Instrument [Line Items] | ||
Total debt | 150 | 150 |
Private placement notes | $125 million private placement notes, due in 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | 125 | 125 |
Private placement notes | $200 million private placement notes, due in 2022 | ||
Debt Instrument [Line Items] | ||
Total debt | 200 | 200 |
Private placement notes | $100 million private placement notes, due in 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | 100 | 100 |
Private placement notes | $150 million private placement notes, due in 2023 | ||
Debt Instrument [Line Items] | ||
Total debt | 150 | 150 |
Promissory notes and deferred consideration | Notes weighted average maturity 2.74 and 2.9 years | ||
Debt Instrument [Line Items] | ||
Total debt | 120.9 | 155.9 |
Foreign bank debt | Debt weighted average maturity 1.9 years and 1.7 years | ||
Debt Instrument [Line Items] | ||
Total debt | 76.7 | 85.2 |
Obligations under capital leases | ||
Debt Instrument [Line Items] | ||
Total debt | $ 20.3 | $ 9.4 |
DEBT - Schedule of Long-Term _2
DEBT - Schedule of Long-Term Debt (Parenthetical) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Line of credit | $1.2 billion senior credit facility, due in 2022 | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity of line of credit facility | $ 1,200,000,000 | |
Term loan | $950 million term loan, due in 2022 | ||
Debt Instrument [Line Items] | ||
Maximum borrowing capacity of line of credit facility | 950,000,000 | |
Private placement notes | $125 million private placement notes, due in 2019 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 125,000,000 | |
Private placement notes | $225 million private placement notes, due in 2020 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 225,000,000 | |
Private placement notes | $150 million private placement notes, due in 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 150,000,000 | |
Private placement notes | $125 million private placement notes, due in 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 125,000,000 | |
Private placement notes | $200 million private placement notes, due in 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 200,000,000 | |
Private placement notes | $100 million private placement notes, due in 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | 100,000,000 | |
Private placement notes | $150 million private placement notes, due in 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt, face amount | $ 150,000,000 | |
Promissory notes and deferred consideration | Notes weighted average maturity 2.74 and 2.9 years | ||
Debt Instrument [Line Items] | ||
Long-term debt, maturity | 2 years 8 months 26 days | 2 years 10 months 24 days |
Foreign bank debt | Debt weighted average maturity 1.9 years and 1.7 years | ||
Debt Instrument [Line Items] | ||
Long-term debt, maturity | 1 year 10 months 24 days | 1 year 8 months 12 days |
DEBT - Schedule of Weighted Ave
DEBT - Schedule of Weighted Average Interest Rates on Long-term Debt Excluding Capital Leases (Detail) | Dec. 31, 2018 | Dec. 31, 2017 |
Line of credit | $1.2 billion senior credit facility, due in 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 3.77% | 2.55% |
Term loan | $1.0 billion term loan, due in 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 4.07% | 2.83% |
Private placement notes | $125 million private placement notes, due in 2019 | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 3.43% | 2.68% |
Private placement notes | $225 million private placement notes, due in 2020 | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 5.22% | 4.47% |
Private placement notes | $150 million private placement notes, due in 2021 | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 3.64% | 2.89% |
Private placement notes | $125 million private placement notes, due in 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 4.01% | 3.26% |
Private placement notes | $200 million private placement notes, due in 2022 | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 3.47% | 2.72% |
Private placement notes | $100 million private placement notes, due in 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 3.54% | 2.79% |
Private placement notes | $150 million private placement notes, due in 2023 | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 3.93% | 3.18% |
Promissory notes and deferred consideration | Notes weighted average maturity 2.74 and 2.9 years | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 1.79% | 1.49% |
Foreign bank debt | Debt weighted average maturity 1.9 years and 1.7 years | ||
Debt Instrument [Line Items] | ||
Long-term debt, weighted average interest rate | 5.81% | 6.11% |
DEBT - Additional Information (
DEBT - Additional Information (Detail) - USD ($) | Dec. 19, 2018 | Mar. 23, 2018 | Mar. 31, 2020 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2018 | Mar. 31, 2020 | Nov. 17, 2017 |
Debt Instrument [Line Items] | |||||||||
Minimum consolidated leverage ratio to trigger increase in interest rate | 375.00% | 375.00% | |||||||
Maximum consolidated leverage ratio possible on Settlement | 400.00% | 400.00% | |||||||
Consolidated leverage ratio, current | 400.00% | 350.00% | 350.00% | ||||||
Debt modification costs | $ 2,800,000 | ||||||||
Scenario, Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Consolidated leverage ratio, current | 375.00% | ||||||||
Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Allowed additions for business transformation, operational optimization, litigation matters and other cash charges for debt covenant compliance calculation | $ 200,000,000 | $ 200,000,000 | |||||||
Allowed additions for other cash charges to be included in total allowable add backs | $ 90,000,000 | ||||||||
Maximum | Scenario, Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Allowed additions for other cash charges to be included in total allowable add backs | $ 90,000,000 | ||||||||
Senior credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Increase in interest rate | 0.25% | ||||||||
Term Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity of line of credit facility | $ 950,000,000 | ||||||||
Revolving credit facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity of line of credit facility | $ 1,200,000,000 | ||||||||
Private placement notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Increase in interest rate | 0.25% | 0.50% | |||||||
Allowable increment in elevated interest rate on consolidated leverage ratio | 0.50% | 0.50% | |||||||
Private placement notes | $125 million private placement notes 2.68%, due in 2019 | |||||||||
Debt Instrument [Line Items] | |||||||||
Private placement of long-term note | $ 125,000,000 | $ 125,000,000 | |||||||
Private placement notes | BBB+ or better by S&P | |||||||||
Debt Instrument [Line Items] | |||||||||
Allowable increment in previous base interest rate on consolidated leverage elevated ratio exceeds 3.75 | 0.50% | 0.50% | |||||||
Private placement notes | BBB by S&P | |||||||||
Debt Instrument [Line Items] | |||||||||
Allowable increment in previous base interest rate on consolidated leverage elevated ratio exceeds 3.75 | 0.75% | 0.75% | |||||||
Private placement notes | BBB- by S&P | |||||||||
Debt Instrument [Line Items] | |||||||||
Allowable increment in previous base interest rate on consolidated leverage elevated ratio exceeds 3.75 | 1.25% | 1.25% | |||||||
Private placement notes | BB+ or worse by S&P | |||||||||
Debt Instrument [Line Items] | |||||||||
Allowable increment in previous base interest rate on consolidated leverage elevated ratio exceeds 3.75 | 2.00% | 2.00% |
DEBT - Schedule of Outstanding
DEBT - Schedule of Outstanding Letters of Credit and Unused Portion of Senior Credit Facility (Detail) - Senior credit facility - Line of credit - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Outstanding letters of credit under Senior Credit Facility | $ 63.1 | $ 130.8 |
Unused portion of the Revolving Credit Facility | $ 553.6 | $ 597.5 |
DEBT - Payments Due on Long-Ter
DEBT - Payments Due on Long-Term Debt, Excluding Capital Lease Obligations (Detail) $ in Millions | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 225.2 |
2,020 | 342.2 |
2,021 | 251.3 |
2,022 | 1,678.6 |
2,023 | 254.8 |
Thereafter | 6.3 |
Total | $ 2,758.4 |
DEBT - Minimum Future Lease Pay
DEBT - Minimum Future Lease Payments under Capital Leases (Detail) $ in Millions | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2,019 | $ 5.4 |
2,020 | 5.6 |
2,021 | 2.6 |
2,022 | 2.3 |
2,023 | 2.1 |
Thereafter | 5.9 |
Total minimum lease payments | 23.9 |
Less: amounts representing interest | (3.6) |
Present value of net minimum lease payments | 20.3 |
Less: current portion included in current portion of long-term debt | (4.1) |
Long-term obligations under capital leases | $ 16.2 |
INCOME TAXES - United States an
INCOME TAXES - United States and International Components of (Loss) Income before Income Taxes (Benefit) Expense (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (189.1) | $ (9.6) | $ 381.1 |
Foreign | (86.3) | (98.3) | (53) |
Total (loss) income before income taxes | $ (275.4) | $ (107.9) | $ 328.1 |
INCOME TAXES - Significant Comp
INCOME TAXES - Significant Components of Income Tax Benefit (Expense) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current | |||
United States – federal | $ (107) | $ (102) | |
United States - state and local | $ (0.4) | (10) | (11.6) |
Foreign | (8.5) | (7.1) | (10.6) |
Current income tax expense | (8.9) | (124.1) | (124.2) |
Deferred | |||
United States – federal | 24.4 | 256.1 | (19.1) |
United States - state and local | 11.2 | 9.8 | 2.5 |
Foreign | 3.1 | 9.1 | 20.6 |
Deferred income tax expense | 38.7 | 275 | 4 |
Total benefit (expense) | $ 29.8 | $ 150.9 | $ (120.2) |
INCOME TAXES - Reconciliation o
INCOME TAXES - Reconciliation of Income Tax Provision Computed at Federal Statutory Rate to Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Federal statutory income tax rate | 21.00% | 35.00% | 35.00% |
State and local taxes, net of federal tax effect | 4.20% | 3.90% | 1.50% |
Foreign tax rates | 4.20% | (2.70%) | 2.10% |
Permanent - other items | 0.50% | (2.10%) | 0.80% |
Permanent - goodwill impairment | (9.10%) | (12.00%) | |
U.S. Tax Reform Act | (3.20%) | 120.30% | |
Valuation allowance | (7.50%) | (4.60%) | 2.10% |
Stock-based compensation | 1.20% | (0.60%) | (1.80%) |
Other | (0.50%) | 2.70% | (3.10%) |
Effective tax rate | 10.80% | 139.90% | 36.60% |
INCOME TAXES - Deferred Tax Lia
INCOME TAXES - Deferred Tax Liabilities and Assets (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax liabilities: | ||
Property, plant and equipment | $ (68.9) | $ (56.4) |
Goodwill and intangibles | (395.1) | (490) |
Other | (22.7) | (17.2) |
Total deferred tax liabilities | (486.7) | (563.6) |
Deferred tax assets: | ||
Accrued liabilities | 84.4 | 141.2 |
Net operating tax loss carry-forwards | 88.9 | 38.3 |
Sec 163j carry-forward | 13.4 | |
Other | 39.9 | 38.6 |
Less: valuation allowance | (35.3) | (16.1) |
Total deferred tax assets | 191.3 | 202 |
Net deferred tax liabilities | $ (295.4) | $ (361.6) |
INCOME TAXES - Additional Infor
INCOME TAXES - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Federal corporate tax rate | 21.00% | 35.00% | 35.00% | |
Recognized income tax (benefit) associated with provisional estimate of tax impact | $ (129.8) | $ (129.8) | ||
Net charge to transition tax provision | $ 8.8 | |||
Net operating loss carry-forwards | 350.3 | |||
Tax benefit of net operating losses | 38.3 | 88.9 | 38.3 | |
Valuation allowance for net operating losses | 24.9 | |||
Unrecognized tax benefit | $ 27.4 | 64.7 | 27.4 | $ 26.7 |
Uncentain tax positions that, if recognized, would affect the effective tax rate | 61.8 | |||
Interest and penalties recognized related to income tax reserves | $ 0.8 | $ 0.3 | $ 1.3 |
INCOME TAXES - Summary of Net T
INCOME TAXES - Summary of Net Tax Benefit Recognized Related to Tax Act (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Remeasurement of net deferred tax liabilities due to enacted rate reduction | $ 167.7 | |
Section 965 transition tax on foreign earnings | (24.3) | |
Foreign withholding taxes on such earnings | (13.6) | |
Net tax benefit from the Tax Act | $ 129.8 | $ 129.8 |
INCOME TAXES - Summary of Aggre
INCOME TAXES - Summary of Aggregate Changes in Unrecognized Tax benefits (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Change in Unrecognized Tax Positions [Roll Forward] | ||
Unrecognized tax positions, beginning of year | $ 27.4 | $ 26.7 |
Gross increases - tax positions in prior periods | 1.1 | 0.7 |
Gross increases - current period tax positions | 43.5 | 5.1 |
Settlement | (2) | (0.5) |
Lapse of statute of limitations | (5.3) | (4.6) |
Unrecognized tax positions, end of year | $ 64.7 | $ 27.4 |
FAIR VALUE MEASUREMENTS - Addit
FAIR VALUE MEASUREMENTS - Additional Information (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Maximum | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Maximum aggregate contingent liability if financial performance measures were fully met | $ 13,400,000 | |
Level 2 Inputs [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative asset | $ 300,000 | $ 400,000 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Contingent Consideration Liabilities Recorded Using Level 3 Inputs, Total and Amounts Recorded as Current Liabilities (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Other liabilities (see Note 7) | $ 7.5 | $ 7.8 |
Level 3 Inputs [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Other current liabilities | 2.8 | 4.6 |
Other liabilities (see Note 7) | 7.5 | 7.8 |
Total contingent consideration | $ 10.3 | $ 12.4 |
FAIR VALUE MEASUREMENTS - Chang
FAIR VALUE MEASUREMENTS - Changes to Contingent Consideration (Detail) - Contingent Consideration Liability - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Business Combination, Contingent Consideration, Liability [Roll Forward] | ||
Contingent consideration, Beginning Balance | $ 12.4 | $ 24.1 |
Increase due to current year acquisitions | 0.1 | |
Purchase accounting adjustments | (0.4) | (9.6) |
Decrease due to payments | (1.3) | (1.5) |
Change in fair value reflected in SG&A | 0.2 | (0.4) |
Other | (0.3) | |
Foreign exchange fluctuations | (0.6) | |
Contingent consideration, Ending Balance | $ 10.3 | $ 12.4 |
FAIR VALUE MEASUREMENTS - Estim
FAIR VALUE MEASUREMENTS - Estimated Fair Value of Company'S Debt Obligations, Using Level 2 Inputs, Compared to Carrying Amount (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Carrying value of debt obligations | $ 2,778.7 | $ 2,747.2 |
Level 2 Inputs [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of debt obligations | 2,750 | 2,740 |
Carrying value of debt obligations | $ 2,780 | $ 2,750 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loss Contingencies [Line Items] | |||
Environmental remediation liabilities | $ 33.5 | $ 30.8 | |
Environmental remediation liabilities, projection term | 30 years | ||
Total asset retirement obligation liabilities | $ 19.1 | 18.2 | |
Rent expense | 192.1 | 186.2 | $ 181.6 |
Surety bonds | |||
Loss Contingencies [Line Items] | |||
Guarantee liability | 63.7 | 19 | |
Bank guarantees | |||
Loss Contingencies [Line Items] | |||
Guarantee liability | 19.5 | 15.7 | |
Stand-by letters of credit | $1.2 billion senior credit facility, due in 2022 | |||
Loss Contingencies [Line Items] | |||
Letters of credit outstanding | 63.1 | 130.8 | |
Stand-by letters of credit | Another facility | |||
Loss Contingencies [Line Items] | |||
Letters of credit outstanding | 52.2 | ||
COR | |||
Loss Contingencies [Line Items] | |||
Rent expense | 178.7 | 173.7 | $ 169.8 |
Other Liabilities | |||
Loss Contingencies [Line Items] | |||
Total asset retirement obligation liabilities | 19.1 | 18.2 | |
Accrued Liabilities | |||
Loss Contingencies [Line Items] | |||
Environmental remediation liabilities | $ 5.3 | $ 5.7 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Minimum Future Rental Payments under Non-Cancelable Operating Leases (Detail) $ in Millions | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2,019 | $ 107 |
2,020 | 88.7 |
2,021 | 72.7 |
2,022 | 54.8 |
2,023 | 40 |
Thereafter | 128.7 |
Minimum future rental payments under operating leases | $ 491.9 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES - Schedule of Future Payments under Contractual Obligations Not Recognized in Consolidated Balance Sheets (Detail) - Technology Products And Services $ in Millions | Dec. 31, 2018USD ($) |
Unrecorded Unconditional Purchase Obligation [Line Items] | |
2,019 | $ 21.3 |
2,020 | 20.5 |
2,021 | 5.1 |
Future payments under contractual obligations | $ 46.9 |
RETIREMENT AND OTHER EMPLOYEE_3
RETIREMENT AND OTHER EMPLOYEE BENEFIT PROGRAMS - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Multiemployer plan, description | We participate in two trustee-managed multiemployer defined benefit pension plans (“Multiemployer Pension Plans”) for employees who are covered by collective bargaining agreements. The risks of participating in these Multiemployer Pension Plans are different from single-employer plans in that (i) assets contributed to the Multiemployer Pension Plan by one employer may be used to provide benefits to employees or former employees of other participating employers; (ii) if a participating employer stops contributing to the Multiemployer Pension Plans, the unfunded obligations of the Multiemployer Pension Plan may be required to be assumed by the remaining participating employers and (iii) if we choose to stop participating in any of our Multiemployer Pension Plans or if any event should significantly reduce or eliminate our need to participate (such as employee layoffs or closure of a location), we may be required to pay those plans a withdrawal amount based on the underfunded status of the plan. Based upon the most recent information available, one of the plans we participate in is in “critical” status due to an accumulated funding deficiency and has adopted a rehabilitation plan to address the funding deficiency position. | ||
Domestic Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percentage of contribution to 401(k) defined contribution retirement savings plan by employer | 50.00% | ||
Employer 401(k) maximum annual matching contribution to each employee | $ 3,000 | ||
Employer contributions to 401(k) plan | 10,600,000 | $ 8,900,000 | $ 5,900,000 |
Foreign Defined Contribution Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions to 401(k) plan | $ 3,100,000 | $ 3,400,000 | 2,600,000 |
Shred-it | Domestic Plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Employer contributions to 401(k) plan | $ 3,400,000 |
RETIREMENT AND OTHER EMPLOYEE_4
RETIREMENT AND OTHER EMPLOYEE BENEFIT PROGRAMS - Schedule of Multiemployer Defined Benefit Pension Plans (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | ||
Pension Plan Private Sanitation Union, Local 813 IBT | |||
Multiemployer Plans [Line Items] | |||
Plan Employer ID Number | 131,975,659 | ||
Plan # | 1 | ||
Pension Protection Act Zone Status | [1],[2] | Red | Red |
FIP/RP Status | [3] | Implemented | |
Company Contributions | [4] | $ 0.6 | $ 0.6 |
Expiration Date of Collective Bargaining Agreements, First | Jun. 30, 2019 | ||
Expiration Date of Collective Bargaining Agreements, Last | Mar. 31, 2020 | ||
Nurses and Local 813 IBT Retirement Plan | |||
Multiemployer Plans [Line Items] | |||
Plan Employer ID Number | 133,628,926 | ||
Plan # | 1 | ||
Pension Protection Act Zone Status | [1],[2] | Green | Green |
FIP/RP Status | [3] | NA | |
Expiration Date of Collective Bargaining Agreement | various dates | ||
[1] | A Multiemployer Pension Plan that has been certified as endangered, seriously endangered or critical may begin to levy a statutory surcharge on contribution rates. Once authorized, the surcharge is at the rate of 5% for the first 12 months and 10% for any periods thereafter, until certain conditions are met. Contributing employers, however, may eliminate the surcharge by entering into a collective bargaining agreement that meets the requirements of the applicable FIP or RP. | ||
[2] | Zone status is defined by the Department of Labor and the Pension Protection Act of 2006 and represents the level at which the plan is funded. Plans in the red zone are less than 65% funded, while plans in the green zone are at least 80% funded. Status is based on information received from the Multiemployer Pension Plans and is certified by the pension plans actuary. | ||
[3] | The "FIP/RP Status" column indicates Multiemployer Pension Plans for which a Funding Improvement Plan ("FIP”) or a Rehabilitation Plan ("RP") has been implemented or is pending. The most recent Pension Protection Act zone status available in 2018 and 2017 is for the plans’ year-end December 31, 2017 and 2016, respectively. | ||
[4] | The Company was listed in the Form 5500 for the Pension Plan Private Sanitation Union Local 813 IBT as individually significant for contributing more than 5% of total contributions to such plan during the plan years ended December 31, 2017 and 2016. At the date these financial statements were issued, Forms 5500 were not available for the Multiemployer Pension Plans for the year ended December 31, 2018. |
RETIREMENT AND OTHER EMPLOYEE_5
RETIREMENT AND OTHER EMPLOYEE BENEFIT PROGRAMS - Schedule of Multiemployer Defined Benefit Pension Plans (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Multiemployer Plans [Line Items] | |||
Multiemployer plan, Surcharge rate description | the surcharge is at the rate of 5% for the first 12 months and 10% for any periods thereafter, until certain conditions are met. | ||
Statutory surcharge rate for the first twelve months | 5.00% | ||
Statutory surcharge rate after twelve months | 10.00% | ||
Multiemployer plans minimum contribution percentage | 5.00% | 5.00% | |
Red | |||
Multiemployer Plans [Line Items] | |||
Multiemployer plans, funded status | Less than 65 percent | ||
Green | |||
Multiemployer Plans [Line Items] | |||
Multiemployer plans, funded status | At least 80 percent |
STOCK BASED COMPENSATION - Addi
STOCK BASED COMPENSATION - Additional Information (Detail) - USD ($) | May 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares reserved for future issuance | 2,709,476 | |||
ESPP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized | 1,299,999 | |||
Percentage of market price | 85.00% | |||
Term of offering period | 6 months | |||
Maximum payroll deductions during the offering period, per employee | $ 5,000 | |||
Shares available for issuance (in shares) | 161,372 | |||
Stock issued during period (in shares) | 131,959 | 109,762 | 88,344 | |
Amended to the ESPP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of additional shares authorized | 300,000 | |||
Canadian ESPP | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares authorized | 100,000 | |||
Percentage of market price | 95.00% | |||
Term of offering period | 6 months | |||
Maximum payroll deductions during the offering period, per employee | $ 5,000 | |||
Shares available for issuance (in shares) | 95,195 | |||
Stock issued during period (in shares) | 2,283 | 1,766 | 756 | |
Stock Options | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation expenses related to stock options | $ 19,000,000 | |||
Weighted average period of recognition for unrecognized compensation expenses | 2 years 7 months 2 days | |||
Stock Options | Non-Employee Directors | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 1 year | |||
Stock Options | Officers And Employees | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 5 years | |||
Stock Options | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Maximum term of an option granted under any incentive stock plan | 8 years | |||
Stock Options | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Maximum term of an option granted under any incentive stock plan | 10 years | |||
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Weighted average period of recognition for unrecognized compensation expenses | 3 years 6 months 7 days | |||
Award granted | 312,254 | |||
Unrecognized compensation expenses related to RSUs | $ 23,100,000 | |||
Fair value of units vested (in shares) | $ 4,200,000 | $ 2,900,000 | ||
Units vested (in shares) | 59,097 | 0 | ||
Restricted Stock Units (RSUs) | 2008, 2011, and 2014 Plans | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Ratio of share reserve related to RSUs granted | 200.00% | |||
Restricted Stock Units (RSUs) | 2017 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Ratio of share reserve related to RSUs granted | 100.00% | |||
Restricted Stock Units (RSUs) | 2005 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award granted | 0 | |||
Restricted Stock Units (RSUs) | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 3 years | |||
Restricted Stock Units (RSUs) | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting period | 5 years | |||
Performance-Based Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award granted | 136,496 | |||
Additional shares expected to vest | 311,000 |
STOCK BASED COMPENSATION - Stoc
STOCK BASED COMPENSATION - Stock-Based Compensation Expense Resulting from Stock Option Awards, RSUs, PSUs and ESPP (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 24.1 | $ 21.3 | $ 20.5 |
Stock Options | Selling, General and Administrative Expenses | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 10.8 | 14.7 | 17.4 |
Restricted Stock Units (RSUs) | Selling, General and Administrative Expenses | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 7.2 | 5.2 | 0.9 |
Performance-Based Restricted Stock Units | Selling, General and Administrative Expenses | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 5.1 | 0.2 | |
ESPP and Canada ESPP | Selling, General and Administrative Expenses | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 1 | $ 1.2 | $ 2.2 |
STOCK BASED COMPENSATION - St_2
STOCK BASED COMPENSATION - Stock Option Activity (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of Options | |||
Outstanding as of beginning of year | 5,393,417 | ||
Granted | 430,337 | 456,424 | 1,100,492 |
Exercised | (312,302) | ||
Forfeited | (267,622) | ||
Cancelled or expired | (347,444) | ||
Outstanding as of December 31, 2018 | 4,896,386 | 5,393,417 | |
Exercisable as of December 31, 2018 | 3,475,528 | ||
Weighted Average Exercise Price per Share | |||
Outstanding as of beginning of year | $ 96.91 | ||
Granted | 60.35 | ||
Exercised | 49.78 | ||
Forfeited | 99.21 | ||
Cancelled or expired | 106.94 | ||
Outstanding as of December 31, 2018 | 95.85 | $ 96.91 | |
Exercisable as of December 31, 2018 | $ 96.11 | ||
Weighted Average Remaining Contractual Life | |||
Outstanding as of December 31, 2018 | 4 years 10 days | ||
Exercisable as of December 31, 2018 | 3 years 4 months 20 days |
STOCK BASED COMPENSATION - Intr
STOCK BASED COMPENSATION - Intrinsic Value of Options Exercised (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Total exercise intrinsic value of options exercised | $ 4.7 | $ 4.8 | $ 26 |
STOCK BASED COMPENSATION - Assu
STOCK BASED COMPENSATION - Assumptions Used in Black-Scholes Option Pricing Model (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Stock options granted (shares) | 430,337 | 456,424 | 1,100,492 |
Weighted average fair value at grant date | $ 16.79 | $ 19.46 | $ 20.16 |
Expected term (in years) | 4 years 10 months 20 days | 4 years 9 months 25 days | 4 years 9 months 7 days |
Expected volatility | 25.52% | 22.68% | 18.28% |
Expected dividend yield | 0.00% | ||
Risk free interest rate | 2.60% | 1.90% | 1.20% |
STOCK BASED COMPENSATION - Summ
STOCK BASED COMPENSATION - Summary of RSU Activity (Detail) - Restricted Stock Units (RSUs) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2016 | |
Number of Units | ||
Non-vested as of January 1, 2018 | 267,297 | |
Granted | 312,254 | |
Vested and Released | (59,097) | 0 |
Forfeited | (90,644) | |
Non-vested as of December 31, 2018 | 429,810 | |
Weighted Average Grant Date Fair Value Per Share | ||
Non-vested as of January 1, 2018 | $ 89.74 | |
Granted | 61.64 | |
Vested and Released | 88.99 | |
Forfeited | 75.37 | |
Non-vested as of December 31, 2018 | $ 72.02 | |
Weighted Average Remaining Contractual Life | ||
Non-vested as of December 31, 2018 | 1 year 10 months 17 days | |
Total Aggregate Intrinsic Value | ||
Non-vested as of December 31, 2018 | $ 15.8 |
STOCK BASED COMPENSATION - Su_2
STOCK BASED COMPENSATION - Summary of PSU Activity (Detail) - Performance-Based Restricted Stock Units | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Number of Units | |
Non-vested as of January 1, 2018 | shares | 11,149 |
Granted | shares | 136,496 |
Forfeited (including performance goal underachieving) | shares | (32,137) |
Non-vested as of December 31, 2018 | shares | 115,508 |
Weighted Average Grant Date Fair Value Per Share | |
Non-vested as of January 1, 2018 | $ / shares | $ 82.85 |
Granted | $ / shares | 63.79 |
Forfeited (including performance goal underachieving) | $ / shares | 70.47 |
Non-vested as of December 31, 2018 | $ / shares | $ 63.77 |
PREFERRED STOCK - Additional In
PREFERRED STOCK - Additional Information (Detail) $ / shares in Units, $ in Millions | Sep. 14, 2018shares | Sep. 15, 2015USD ($)$ / sharesshares | Aug. 31, 2018shares | May 31, 2018shares | Feb. 28, 2018shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($) |
Class of Stock [Line Items] | ||||||||
Preferred stock, authorized (in shares) | 1,000,000 | 1,000,000 | ||||||
Preferred stock, issued (in shares) | 638,190 | 0 | 673,380 | |||||
Preferred stock, outstanding (in shares) | 0 | 673,380 | ||||||
Depositary shares (in shares) | 7,700,000 | |||||||
Preferred stock, dividend rate | 5.25% | |||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Gross proceeds from issuance of preferred stock | $ | $ 770 | |||||||
Conversion of preferred stock to common stock conversion ratio | 7.3394 | |||||||
Conversion of preferred stock to common stock, (in shares) | 4,700,000 | |||||||
Preferred stock, liquidation preference (in dollars per share) | $ / shares | $ 1,000 | |||||||
Depositary Shares, Liquidation Preference Per Share | $ / shares | 100 | |||||||
Dividends paid on mandatory convertible preferred shareholders | $ | $ 25.5 | $ 36.3 | $ 39.4 | |||||
Increase to retained earnings on repurchase of depository shares | $ | $ 16.9 | $ 17.3 | $ 11.3 | |||||
Depositary shares repurchased during period (in shares) | 50,000 | 150,000 | 151,900 | 351,900 | ||||
Depository shares equivalent to preferred stock units (in shares) | 35,190 | |||||||
Preferred Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of preferred stock (in dollars per share) | $ / shares | $ 100 | |||||||
Conversion of preferred stock to common stock, (in shares) | (600,000) |
PREFERRED STOCK - Repurchases o
PREFERRED STOCK - Repurchases of Depository Shares of Series A Preferred Stock (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2018 | May 31, 2018 | Feb. 28, 2018 | Dec. 31, 2018 | |
Equity [Abstract] | ||||
Number of Depository Shares Repurchased | 50,000 | 150,000 | 151,900 | 351,900 |
Amount Paid for Repurchases | $ 2.4 | $ 7.4 | $ 7.4 | $ 17.2 |
Average Price Paid per Share | $ 47.05 | $ 49.24 | $ 49.05 | $ 48.85 |
(LOSS) EARNINGS PER COMMON SH_3
(LOSS) EARNINGS PER COMMON SHARE - Computation of Basic and Diluted Net (Loss) Income Per Share (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net (loss) income attributable to Stericycle, Inc. | $ (318.4) | $ 23.5 | $ 27.7 | $ 22.5 | $ 89.2 | $ 39 | $ (144) | $ 58.2 | $ (244.7) | $ 42.4 | $ 206.3 |
Mandatory convertible preferred stock dividend | (8.4) | (8.3) | (8.8) | (8.8) | (8.9) | (9.2) | (9.4) | (25.5) | (36.3) | (39.4) | |
Gain on repurchase of preferred stock | 16.9 | 17.3 | 11.3 | ||||||||
Net (loss) income attributable to Stericycle, Inc. common shareholders | $ (318.4) | $ 17.5 | $ 26.6 | $ 21 | $ 83.3 | $ 35.5 | $ (148.8) | $ 53.4 | $ (253.3) | $ 23.4 | $ 178.2 |
Denominator: | |||||||||||
Denominator for basic (loss) earnings per share-weighted average shares (in shares) | 87.1 | 85.3 | 84.9 | ||||||||
Effect of dilutive securities: | |||||||||||
Stock-based compensation awards (2) | 0.3 | 0.7 | |||||||||
Denominator for diluted (loss) earnings per share - adjusted weighted average shares and after assumed exercises (in shares) | 87.1 | 85.6 | 85.6 | ||||||||
(Loss) earnings per share – Basic (in dollars per share) | $ (3.51) | $ 0.20 | $ 0.31 | $ 0.25 | $ 0.98 | $ 0.42 | $ (1.74) | $ 0.63 | $ (2.91) | $ 0.27 | $ 2.10 |
(Loss) earnings per share – Diluted (in dollars per share) | $ (3.51) | $ 0.20 | $ 0.31 | $ 0.25 | $ 0.97 | $ 0.41 | $ (1.74) | $ 0.62 | $ (2.91) | $ 0.27 | $ 2.08 |
(LOSS) EARNINGS PER COMMON SH_4
(LOSS) EARNINGS PER COMMON SHARE - Computation of Basic and Diluted Net (Loss) Income Per Share (Parenthetical) (Detail) - shares shares in Thousands | Sep. 14, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Antidilutive shares excluded from computation of diluted earnings per share | ||||
Number of shares representing the weighted impact of Series A conversion | 4,700 | |||
Series A Mandatory Convertible Preferred Stock | ||||
Antidilutive shares excluded from computation of diluted earnings per share | ||||
Number of shares representing the weighted impact of Series A conversion | 1,400 | |||
Antidilutive shares excluded from computation of diluted (loss) earnings per share (in shares) | 3,367 | 5,104 | 5,528 | |
Stock Options | ||||
Antidilutive shares excluded from computation of diluted earnings per share | ||||
Shares excluded from computation of diluted (loss) earnings per share due to net loss incurred | 124 | |||
Antidilutive shares excluded from computation of diluted (loss) earnings per share (in shares) | 4,664 | 4,724 | 3,411 |
(LOSS) EARNINGS PER COMMON SH_5
(LOSS) EARNINGS PER COMMON SHARE - Additional Information (Detail) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock Options | |||
Antidilutive shares excluded from computation of diluted earnings per share | |||
Shares excluded from computation of diluted (loss) earnings per share | 4,664 | 4,724 | 3,411 |
Shares excluded from computation of diluted (loss) earnings per share, exercise price, lower range limit (in dollars per share) | $ 47.52 | $ 62.50 | $ 83.49 |
Shares excluded from computation of diluted (loss) earnings per share, exercise price, upper range limit (in dollars per share) | $ 141.56 | $ 141.56 | $ 141.56 |
Restricted Stock Units (RSUs) | |||
Antidilutive shares excluded from computation of diluted earnings per share | |||
Shares excluded from computation of diluted (loss) earnings per share | 169 | 218 | 48 |
Performance-Based Restricted Stock Units | |||
Antidilutive shares excluded from computation of diluted earnings per share | |||
Shares excluded from computation of diluted (loss) earnings per share | 116 | 11 |
ACCUMULATED OTHER COMPREHENSI_3
ACCUMULATED OTHER COMPREHENSIVE LOSS - Components of Total Comprehensive Income (Loss) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | $ 2,908.6 | $ 2,816.4 | $ 2,747.9 |
Ending Balance | 2,597.1 | 2,908.6 | 2,816.4 |
Currency Translation (Loss) Income Adjustments | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | (283) | (362.3) | (276) |
Period change | (79.3) | 79.3 | (86.3) |
Ending Balance | (362.3) | (283) | (362.3) |
Unrealized Gains (Losses) on Cash Flow Hedges | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | (4) | (5.3) | (6.6) |
Period change | 1 | 1.3 | 1.3 |
Ending Balance | (3) | (4) | (5.3) |
Accumulated Other Comprehensive (Loss) Income | |||
Accumulated Other Comprehensive Income Loss [Line Items] | |||
Beginning Balance | (287) | (367.6) | (282.6) |
Period change | (78.3) | 80.6 | (85) |
Ending Balance | $ (365.3) | $ (287) | $ (367.6) |
ACCUMULATED OTHER COMPREHENSI_4
ACCUMULATED OTHER COMPREHENSIVE LOSS - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Equity [Abstract] | |||
Tax impact of unrealized gains on cash flow hedges in accumulated other comprehensive income | $ 0.4 | $ 0.7 | $ 0.8 |
SEGMENT REPORTING - Additional
SEGMENT REPORTING - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2018Segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 3 |
SEGMENT REPORTING - Financial I
SEGMENT REPORTING - Financial Information Concerning Company's Reportable Segments (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Revenues | $ 3,485.9 | $ 3,580.7 | $ 3,562.3 |
Depreciation | 125.6 | 131.1 | 123.2 |
Intangible Amortization | 130.3 | 118.4 | 129.3 |
Adjusted EBITDA | 744.6 | 812 | 850.8 |
Total Assets | 6,455.5 | 6,988.3 | 6,980.1 |
Domestic And Canada Regulated Waste And Compliance Services | |||
Segment Reporting Information [Line Items] | |||
Revenues | 2,574.1 | 2,551.9 | 2,508.8 |
Depreciation | 72.5 | 80.3 | 75.4 |
Intangible Amortization | 96.7 | 87.6 | 95.7 |
Adjusted EBITDA | 782.4 | 809.5 | 824.9 |
Total Assets | 5,062.5 | 4,995 | 5,094.1 |
International Regulated Waste And Compliance Services | |||
Segment Reporting Information [Line Items] | |||
Revenues | 655.1 | 707.6 | 751.7 |
Depreciation | 29.7 | 30.9 | 35.1 |
Intangible Amortization | 25.3 | 22.7 | 25.7 |
Adjusted EBITDA | 95.6 | 93.7 | 93.1 |
Total Assets | 1,110.4 | 1,333.1 | 1,357.1 |
All Other | |||
Segment Reporting Information [Line Items] | |||
Revenues | 256.7 | 321.2 | 301.8 |
Depreciation | 23.4 | 19.9 | 12.7 |
Intangible Amortization | 8.3 | 8.1 | 7.9 |
Adjusted EBITDA | (133.4) | (91.2) | (67.2) |
Total Assets | $ 282.6 | $ 660.2 | $ 528.9 |
SEGMENT REPORTING - Reconciliat
SEGMENT REPORTING - Reconciliation of Company's Primary Measure of Segment Profitability (EBITDA) to (Loss) Income from Operations (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | |||
Total reportable segment Adjusted EBITDA | $ 744.6 | $ 812 | $ 850.8 |
Depreciation | (125.6) | (131.1) | (123.2) |
Business Transformation | (82.6) | (31.3) | |
Intangible Amortization | (130.3) | (118.4) | (129.3) |
Acquisition and Integration | (9.8) | (40.7) | (60.9) |
Operational Optimization | (29.4) | (71.1) | (59.1) |
Divestitures | (20.5) | (9.5) | (27.1) |
Litigation, Settlements and Regulatory Compliance | (93.2) | (327.7) | (7.2) |
Impairment | (385.2) | (65) | |
Impairment | (1.4) | ||
Other | (29.1) | (24.8) | (8.8) |
(Loss) Income from operations | $ (161.1) | $ (7.6) | $ 433.8 |
GEOGRAPHIC AREA AND SERVICES _3
GEOGRAPHIC AREA AND SERVICES INFORMATION - Summary of Consolidated Revenues and Long-lived Assets by Geographic Region (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues and Long-Lived Assets [Line Items] | |||||||||||
Revenues | $ 852.7 | $ 854.9 | $ 883.3 | $ 895 | $ 887.8 | $ 882.8 | $ 917.7 | $ 892.4 | $ 3,485.9 | $ 3,580.7 | $ 3,562.3 |
Long-Lived Assets | 5,603.4 | 6,136.5 | 5,603.4 | 6,136.5 | 6,176.9 | ||||||
United States | |||||||||||
Revenues and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 2,673.6 | 2,716.9 | 2,657.4 | ||||||||
Long-Lived Assets | 4,501.1 | 4,821.6 | 4,501.1 | 4,821.6 | 4,820.5 | ||||||
Europe | |||||||||||
Revenues and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 415.5 | 436.2 | 486 | ||||||||
Long-Lived Assets | 612.7 | 711.8 | 612.7 | 711.8 | 668.7 | ||||||
Other International Countries | |||||||||||
Revenues and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 396.8 | 427.6 | 418.9 | ||||||||
Long-Lived Assets | 489.6 | 603.1 | 489.6 | 603.1 | 687.7 | ||||||
International | |||||||||||
Revenues and Long-Lived Assets [Line Items] | |||||||||||
Revenues | 812.3 | 863.8 | 904.9 | ||||||||
Long-Lived Assets | $ 1,102.3 | $ 1,314.9 | $ 1,102.3 | $ 1,314.9 | $ 1,356.4 |
GEOGRAPHIC AREA AND SERVICES _4
GEOGRAPHIC AREA AND SERVICES INFORMATION - Summary of Revenues Details by Service Line (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Revenues | $ 852.7 | $ 854.9 | $ 883.3 | $ 895 | $ 887.8 | $ 882.8 | $ 917.7 | $ 892.4 | $ 3,485.9 | $ 3,580.7 | $ 3,562.3 |
Regulated Waste And Compliance Services | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Revenues | 1,932.6 | 2,023.6 | 2,063 | ||||||||
Secure Information Destruction Services | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Revenues | 911 | 823.4 | 747.5 | ||||||||
Communication And Related Services | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Revenues | 313.1 | 382.6 | 370.4 | ||||||||
Manufacturing And Industrial Services | |||||||||||
Entity Wide Information Revenue From External Customer [Line Items] | |||||||||||
Revenues | $ 329.2 | $ 351.1 | $ 381.4 |
LEGAL PROCEEDINGS - Additional
LEGAL PROCEEDINGS - Additional Information (Detail) - USD ($) $ in Millions | Oct. 17, 2017 | Jul. 31, 2017 | Dec. 31, 2018 | Feb. 25, 2019 |
Environmental remediation | Hazardous waste facility in Mexico | ||||
Loss Contingencies [Line Items] | ||||
Environmental remediation costs | $ 2 | |||
Siu Settlement | Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Receivable from applicable insurance | $ 7.5 | |||
Definitive settlement agreement | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement amount, common fund established | $ 295 | |||
Proposed Securities Class Action Settlement | ||||
Loss Contingencies [Line Items] | ||||
Litigation settlement amount, common fund established | $ 45 |
QUARTERLY FINANCIAL INFORMATI_3
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenues | $ 852.7 | $ 854.9 | $ 883.3 | $ 895 | $ 887.8 | $ 882.8 | $ 917.7 | $ 892.4 | $ 3,485.9 | $ 3,580.7 | $ 3,562.3 |
Gross profit | 328.7 | 335.5 | 353.3 | 358.5 | 344 | 368 | 381.8 | 368.7 | 1,376 | 1,462.5 | 1,486.9 |
Goodwill impairment | 358.7 | 65 | 358.7 | 65 | |||||||
Net (loss) income attributable to Stericycle, Inc. | (318.4) | 23.5 | 27.7 | 22.5 | 89.2 | 39 | (144) | 58.2 | (244.7) | 42.4 | 206.3 |
Preferred stock dividend | (8.4) | (8.3) | (8.8) | (8.8) | (8.9) | (9.2) | (9.4) | (25.5) | (36.3) | (39.4) | |
Net (loss) income attributable to Stericycle, Inc. common shareholders | $ (318.4) | $ 17.5 | $ 26.6 | $ 21 | $ 83.3 | $ 35.5 | $ (148.8) | $ 53.4 | $ (253.3) | $ 23.4 | $ 178.2 |
(Loss) earnings per share – Basic (in dollars per share) | $ (3.51) | $ 0.20 | $ 0.31 | $ 0.25 | $ 0.98 | $ 0.42 | $ (1.74) | $ 0.63 | $ (2.91) | $ 0.27 | $ 2.10 |
(Loss) earnings per share – Diluted (in dollars per share) | $ (3.51) | $ 0.20 | $ 0.31 | $ 0.25 | $ 0.97 | $ 0.41 | $ (1.74) | $ 0.62 | $ (2.91) | $ 0.27 | $ 2.08 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance Beginning of Period | $ 65.2 | $ 49.6 | $ 22.3 |
Additions/ (Deductions) Charged to/ (from) Expense | 24.9 | 32.3 | 41.8 |
Other Charges/(Reversals)/Changes to Reserves | (2.1) | 2.7 | 2.7 |
Write-offs/ Payments and Other Changes | (16.1) | (19.4) | (17.2) |
Balance End of Period | 71.9 | 65.2 | 49.6 |
Valuation Allowance on Deferred Tax Assets | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance Beginning of Period | 16.1 | 15.4 | 17.6 |
Additions/ (Deductions) Charged to/ (from) Expense | 20.6 | 4.5 | 6.9 |
Other Charges/(Reversals)/Changes to Reserves | (1.4) | (3.8) | (9.1) |
Balance End of Period | $ 35.3 | $ 16.1 | $ 15.4 |