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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

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

For the fiscal year ended Fiscal Year Ended August 31, 2017

2023

or

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

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

For the transition periodTransition Period from ________ to

________

Commission File Number 0-22496

000-22496

img245763266_0.jpg 

SCHNITZER STEEL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

OREGON93-0341923

Oregon

93-0341923

(State or other jurisdiction of Incorporation)incorporation or organization)

(I.R.S. Employer Identification No.)


299 SW Clay Street, Suite 350

400, Portland, Oregon

97201

(Address of principal executive offices)

(Zip Code)

(503) 224-9900

(Registrant’s telephone number, including area code: (503) 224-9900

code)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $1.00 par value

RDUS

The NASDAQ Global SelectNasdaq Stock Market

(Title of Each Class)(Name of each Exchange on which registered) LLC

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

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yesx No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes oNox

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesx No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesx No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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

Large accelerated filer

o

Accelerated filer

x

Non-accelerated filer

o

Smaller reporting company

o

Emerging growth company

o

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

The aggregate market value of the registrant’s outstanding common stock held by non-affiliates on February 28, 20172023 was $623,145,280.

$854,343,899.

The registrant had 26,862,56927,312,233 shares of Class A common stock, par value of $1.00 per share, and 200,000 shares of Class B common stock, par value of $1.00 per share, outstanding as of October 20, 2017.

23, 2023.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive Proxy Statement for the January 20182024 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.



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SCHNITZER STEEL INDUSTRIES, INC.

dba RADIUS RECYCLING

FORM 10-K

TABLE OF CONTENTS

PAGE

FORWARD-LOOKING STATEMENTS

1

Item 1

PART I

Item 1A

Item 1

Business

2

Item 1A

Risk Factors

14

Item 1B

27

Item 2

Item 31C

27

Item 2

Properties

28

Item 3

Legal Proceedings

29

Item 4

31

Item 5

32

Item 6

Item 6

[Reserved]

33

Item 7

34

Item 7A

52

Item 8

53

Item 9

98

Item 9A

98

Item 9B

Item 9B

Other Information

98

Item 9C

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

98

PART III

Item 10

99

Item 11

Item 11

Executive Compensation

99

Item 12

99

Item 13

99

Item 14

99

Item 15

100

Item 16

103

104




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FORWARD-LOOKING STATEMENTS

Statements and information included in this Annual Report on Form 10-K by Schnitzer Steel Industries, Inc. (the “Company”)dba Radius Recycling that are not purely historical are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and are made pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Except as noted herein or as the context may otherwise require, all references to “we,” “our,” “us,” “the Company,” “Radius Recycling,” and “SSI”“Radius” refer to the CompanySchnitzer Steel Industries, Inc. dba Radius Recycling and its consolidated subsidiaries.

Forward-looking statements in this Annual Report on Form 10-K include statements regarding future events or our expectations, intentions, beliefs, and strategies regarding the future, which may include statements regarding trends, cyclicalitythe impact of equipment upgrades, equipment failures, and changes infacility damage on production, including timing of repairs and resumption of operations; the markets we sell into;realization of insurance recoveries; the Company'sCompany’s outlook, growth initiatives, or expected results or objectives, including pricing, margins, sales volumes, and profitability; completion of acquisitions and integration of acquired businesses; the progression and impact of investments in processing and manufacturing technology improvements and information technology systems; the impacts of supply chain disruptions, inflation, and rising interest rates; liquidity positions; our ability to generate cash from continuing operations; trends, cyclicality, and changes in the markets we sell into; strategic direction or goals; targets; changes to manufacturing and production processes; the realization of deferred tax assets; planned capital expenditures; the cost of and the status of any agreements or actions related to our compliance with environmental and other laws; expected tax rates, deductions, and credits; the realization of deferred tax assets; planned capital expenditures; liquidity positions; ability to generate cash from continuing operations; the potential impact of adopting new accounting pronouncements;sanctions and tariffs, quotas, and other trade actions and import restrictions; the impact of pandemics, epidemics, or other public health emergencies, such as the coronavirus disease 2019 (“COVID-19”) pandemic; the impact of labor shortages or increased labor costs; obligations under our retirement plans; benefits, savings, or additional costs from business realignment, cost containment, and productivity improvement programs; the potential impact of adopting new accounting pronouncements; and the adequacy of accruals.

Forward-looking statements by their nature address matters that are, to different degrees, uncertain, and often contain words such as “outlook,” “target,” “aim,” “believes,” “expects,” “anticipates,” “intends,” “assumes,” “estimates,” “evaluates,” “may,” “will,” “should,” “could,” “opinions,” “forecasts,” “projects,” “plans,” “future,” “forward,” “potential,” “probable,” and similar expressions. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking.

We may make other forward-looking statements from time to time, including in reports filed with the Securities and Exchange Commission, press releases, presentations and on public conference calls. All forward-looking statements we make are based on information available to us at the time the statements are made, and we assume no obligation to update any forward-looking statements, except as may be required by law. Our business is subject to the effects of changes in domestic and global economic conditions and a number of other risks and uncertainties that could cause actual results to differ materially from those included in, or implied by, such forward-looking statements. Some of these risks and uncertainties are discussed in "ItemPart I, Item 1A. Risk Factors" of Part IFactors of this Form 10-K. Examples of these risks include: potential environmental cleanup costs related to the Portland Harbor Superfund site or other locations; the impact of goodwill impairment charges; the impact of equipment upgrades, equipment failures, and facility damage on production; failure to realize or delays in realizing expected benefits from capital and other projects, including investments in processing and manufacturing technology improvements and information technology systems; the cyclicality and impact of general economic conditions; the impact of inflation, rising interest rates, and foreign currency fluctuations; changing conditions in global markets including the impact of sanctions and tariffs, quotas, and other trade actions and import restrictions; increases in the relative value of the U.S. dollar; economic and geopolitical instability in international markets;including as a result of military conflict; volatile supply and demand conditions affecting prices and volumes in the markets for both our products and raw materials and other inputs we purchase; significant decreases in recycled metal prices; imbalances in supply and demand conditions in the global steel industry; the impact of goodwill impairment charges; the impact of long-lived asset and cost and equity method investment impairment charges; inability to sustain the benefits from productivity and restructuring initiatives; difficulties associated with acquisitions and integration of acquired businesses; supply chain disruptions; reliance on third-party shipping companies, including with respect to freight rates and the availability of transportation; the impact of impairment of assets other than goodwill; the impact of pandemics, epidemics, or other public health emergencies, such as the COVID-19 pandemic; inability to achieve or sustain the benefits from productivity, cost savings, and restructuring initiatives; inability to renew facility leases; customer fulfillment of their contractual obligations; increases in the relative value of the U.S. dollar; the impact of foreign currency fluctuations; potential limitations on our ability to access capital resources and existing credit facilities; restrictions on our business and financial covenants under the agreement governing our bank credit agreement;facilities; the impact of consolidation in the steel industry; inability to realize expected benefits from investments in technology; freight rates and the availability of transportation; the impact of equipment upgrades, equipment failures and facility damage on production; product liability claims; the impact of legal proceedings and legal compliance; the adverse impact of climate change; the impact of not realizing deferred tax assets; the impact of tax increases and changes in tax rules; the impact of one or more cybersecurity incidents; the impact of increasing attention to environmental, compliance costssocial, and potential environmental liabilities;governance matters; translation risks associated with fluctuation in foreign exchange rates; the impact of hedging transactions; inability to obtain or renew business licenses and permits or renew facility leases;permits; environmental compliance costs and potential environmental liabilities; increased environmental regulations and enforcement; compliance with climate change and greenhouse gas emission laws and regulations; the impact of labor shortages or increased labor costs; reliance on employees subject to collective bargaining agreements; and the impact of the underfunded status of multiemployer plans in which we participate.


1 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

PART I


ITEM 1. BUSINESS

General

Founded in 1906,

On July 26, 2023, Schnitzer Steel Industries, Inc. ("SSI"), an Oregon corporation,announced its new brand and assumed name, Radius Recycling, reflecting its position within and connection to the circular economy. The Company will seek approval from its shareholders to change its legal name to Radius Recycling, Inc. at its January 2024 Annual Meeting of Shareholders.

Founded in 1906, Radius Recycling is one of North America’s largest recyclers of ferrous and nonferrous scrap metal, including end-of-life vehicles, and a manufacturer of finished steel products. As a vertically integrated organization, we offer a range of products and services to meet global demand through our network that includes 50 retail self-service auto parts stores, 54 metals recycling facilities, and an electric arc furnace (“EAF”) steel mill. Our internal organizational and reporting structure includes a single operating and reportable segment.

Worldwide demand for recycled scrapferrous and nonferrous metal is driven primarily by production levels for finished steel production levels. Steeland for products using nonferrous metal. Recycled ferrous metal is the primary feedstock for steel mill production using electric arc furnace (“EAF”)EAF technology relies on recycled scrap metal as its primary feedstock, and one of the raw materials utilized for steel manufacturing using blast furnace technology also uses recycled scrap metal for a portion of its raw materials.technology. Steel mills around the world, including those in the North American domestic market in which our own steel mill operates, are the primary end markets for our recycled scrap metal.ferrous metal products. Specialty steelmakers, foundries, refineries, smelters, wholesalers, and other recycled metal processors globally are the primary end markets for our recycled nonferrous metal products. Our steel mill in Oregon produces finished steel products using internally sourced recycled scrapferrous metal as the primary raw material and sells to industrial customers located primarily in North America.

Priorthe Western United States and Western Canada.

We believe long-term demand for recycled metals will continue to be driven by factors including global economic growth and an increased focus on environmental policies promoting natural resource conservation, decarbonization, and lower energy usage. We believe the fourth quartersignificant environmental benefits and production efficiencies associated with steelmaking that maximizes the use of fiscal 2017,recycled metal as a raw material, compared to iron ore mined from natural resources, will positively contribute to worldwide long-term demand for recycled ferrous metal. Further, we believe decarbonization efforts by companies, industries, and governments around the world, including investments in low carbon technologies such as renewable energies, electric vehicles, and energy efficiency solutions that are more metal intensive and minimize carbon dioxide emissions from the use of fossil fuels, among other factors, support global long-term demand for recycled nonferrous metal such as aluminum and copper.

Business Acquisitions

Recycling Services

On November 18, 2022, we acquired the operating assets of ScrapSource, a recycling services company that provides solutions for industrial companies that generate scrap metal from their manufacturing process. The acquired business expands our internal organizationalnational recycling services operations and reporting structure supportedutilizes primarily long-term contracts through which ScrapSource charges a fee to suppliers of scrap material in exchange for its services. The total purchase consideration was approximately $25 million.

Expansion of Southeast Recycling Operations

On April 29, 2022, we acquired two operatingrecycling facilities in the greater Atlanta, Georgia metropolitan area, including a metal shredding operation and reportable segments:recycled auto-parts center, from the Autoprevious owners of Encore Recycling. The total purchase consideration was approximately $64 million. On October 1, 2021, we acquired eight metals recycling facilities across Mississippi, Tennessee, and MetalsKentucky from Columbus Recycling, ("AMR") businessa provider of recycled ferrous and nonferrous metal products and recycling services. The total purchase consideration was approximately $117 million. The acquired Encore Recycling and Columbus Recycling operations purchase and process scrap metal from industrial manufacturers, local recycling companies, and individuals, and sell the Steel Manufacturing Business ("SMB"). In the fourth quarterrecycled products to regional foundries and steel mills. The acquired Encore Recycling operations also purchase and recycle end-of-life vehicles, including through use of fiscal 2017, in accordanceits shredding, nonferrous processing, and separation systems. Combined with our plan announced in June 2017, we modified our internal organizational and reporting structure to combine our steel manufacturing operations, which had been reported as our SMB segment, with our Oregon metals recycling operations, which had been reported within our AMR segment, forming a new division named Cascade Steel and Scrap ("CSS"). The Oregon metals recycling operations include our collection, shredding, and export facilities in Portland, Oregon, and also include four metals recycling feeder yard operations located in Oregon and Southern Washington and one joint venture ownership interest. The Oregon metals recycling operations source substantially all of the scrap raw material needs of our steel manufacturing operations. This change in organizational structure is intended to enhance our flexibility, generate internal synergies, and enable us to more effectively adjust to market changes across our recycling and steel manufacturing operations. We began reporting on this new segment structure in the fourth quarter of fiscal 2017 as reflected in this Annual Report on Form 10-K. The segment data for the comparable periods presented has been recast to conform to the current period presentation for all activities of the reorganized segments. Recasting this historical information did not have an impact on the consolidated financial performance of SSI for any of the periods presented.

SSI collects and recycles autobodies, rail cars, home appliances, industrial machinery, manufacturing scrap and construction and demolition scrap through its 97 auto and metals recycling facilities. We source material through well-developed, regional supply chains that collect scrap from large and small businesses and individuals. Our largest source of autobodies is our own network of 53 retail self-service auto parts stores, which operate under the commercial brand-name Pick-n-Pull. All of our auto parts stores are reported within the AMR segment, and a majority of the stores are located in close geographic proximity to ourother regional metals recycling facilities and recycled auto-parts centers, the acquired operations which have large-scale shreddersoffer additional recycling products, services, and deep water port access. The level of vertical integration of our auto parts stores and metals recycling operations provides for efficient processing of salvaged automobiles into recycled metal products for new metal production in steel mills and smelters globally.
We process recycled metals ranging from iron and steel to aluminum, copper, lead, stainless steel and zinc for use in the manufacture of new products. With scrap recycling facilities located in 23 States, Puerto Rico and Western Canada, we are well-positioned to efficiently collect scrap metal throughout North America and deliver recycled metal productslogistics solutions to customers aroundand suppliers across the world from our seven deep water ports, and also to our steel mill in Oregon. In fiscal 2017, we sold our products to customers located in 24 countries, including theSoutheastern United States ("U.S.") and Canada, and we sold to external customers or delivered to our steel mill an aggregate of 3.6 million tons of ferrous recycled scrap metal and sold 585 million pounds of nonferrous recycled scrap metal to external customers.
AMR is our largest segment, representing 80% of our total revenues from sales to external customers in fiscal 2017. AMR generated 91% of its revenues in fiscal 2017 from sales of ferrous and nonferrous scrap metal, with the remainder generated from retail auto parts and other sales. AMR's revenues from sales of recycled scrap metal, disaggregated by major product category, were 68% ferrous scrap metal and 32% nonferrous scrap metal in fiscal 2017. The remainder of our revenues from external scrap metal sales are generated bynearly doubled our metals recycling operations reported withinfacility count in the CSS segment. The significant majority of ferrous scrap metal processed by the CSS metals recycling operations is used by our steel mill to produce finished steel products, and a minority portion is sold to the export market.
CSS produces finished steel products such as rebar, wire rod, coiled rebar, merchant bar and other specialty products using ferrous recycled scrap metal and other raw materials. CSS's finished steel products are primarily used in nonresidential and infrastructure construction in North America. In fiscal 2017, CSS sold 496 thousand short tons of finished steel products.

2 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.


Tabular presentation of our active recycling and steel facilities by geographic region and segment is as follows:
  Auto Parts Stores 
Metals Recycling Facilities(1)
 Total Recycling Facilities 
Large-Scale Shredders(2)
 Deep Water Ports 
Steel Facilities(3)
 Segment
Northwest
WA, OR, MT
 7 3 10 1 1  AMR
  5 5 1 1 1 CSS
Southwest and Hawaii
CA, NV, UT, HI
 22 7 29 2 2  AMR
      1 CSS
Midwest and South
IL, IN, OH, MO, KS, TX, AR
 15  15    AMR
Northeast
MA, ME, NH, RI
 2 9 11 1 2  AMR
Southeast and Puerto Rico
GA, AL, TN, FL, VA, PR
 3 16 19 1 1  AMR
Western Canada
BC, AB
 4 4 8    AMR
Total 53 44 97 6 7 2  
_____________________
(1)Excludes joint venture facilities.
(2)All large-scale shredding operations employ advanced nonferrous extraction and separation equipment.
(3)Includes one steel mini-mill in Oregon and one distribution center in California.
During the past five years, we implemented a number of cost reduction, productivity improvement, and restructuring initiatives to more closely align our business with market conditions. The combined benefit of the measures initiated since the beginning of fiscal 2015 represents a targeted annual improvement to operating performance of approximately $95 million. In fiscal 2017, we achieved approximately $95 million in combined benefits related to these measures, compared to approximately $78 million and $28 million of benefits in fiscal 2016 and 2015, respectively. In total, we have achieved approximately $160 million in combined annual benefits to operating performance since announcing the initial phase of these cost savings and productivity initiatives at the end of fiscal 2012.
We incurred restructuring charges and other exit-related activities during fiscal 2017, 2016, and 2015 in connection with cost reduction, productivity improvement, and restructuring initiatives. See Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of this report for further discussion of restructuring initiatives, benefits and costs.
region.

See Note 18 – Segment Information7 - Business Acquisitions in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for a discussion of the primary activities of each reportable segment, total assets by reportable segment, operating results from continuing operations, revenues from external customersreport.

2 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Revenue-Generating Activities

We acquire, process, and concentration of sales to foreign countries.

AMR
Business
AMR sells and brokers ferrous recycled scrap metal (containing iron) to foreign and domestic steel producers and nonferrous recycled scrap metal (not containing iron) to both foreign and domestic markets. AMR buys, collects, processes and recycles autobodies,recycle end-of-life (salvaged) vehicles, rail cars, home appliances, industrial machinery, manufacturing scrap, and construction and demolition scrap through its 92 auto and metals recyclingour facilities. Our largest source of autobodies is our own network of retail auto parts stores, which operate under the commercial brand-name Pick-n-Pull. AMR procures salvaged vehicles and sells serviceable used auto parts from these vehicles through its 53 self-service auto parts stores located across the United States (“U.S.”) and Western Canada.Canada, which operate under the commercial brand-name Pick-n-Pull, procure the significant majority of our salvaged vehicles and sell serviceable used auto parts from these vehicles. Upon acquiring a salvaged vehicle, we remove catalytic converters, aluminum wheels, and batteries for separate processing and sale prior to placing the vehicle in our retail lot. After retail customers have removed desired parts from a vehicle, we may remove remaining major component parts containing ferrous and nonferrous materials such as engines, transmissions and alternators,metals, which are primarily sold to wholesalers. The remaining autobodiesauto bodies are crushed and shipped to our metals recycling facilities to be shredded,where geographically practical, or sold to third parties, where geographically more economical.

3 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.


To prepare scrap metal,for shredding. At our metals recycling facilities, we crush, sort and bale the material by product grade for easier handling and sale. AMR processesprocess mixed and large pieces of scrap metal into smaller pieces by crushing, torching, shearing, shredding, separating, and sorting, resulting in scraprecycled ferrous, nonferrous, and mixed metal pieces of a size, density, and metal content required by customers to meet their production needs. The manufacturing process includes physical separationEach of ferrous andour shredding, nonferrous materials through automated and manual processes into various sub-classifications, each of which has a value and metal content of importance to different customers for their end products. One of the most efficient ways to process and sort recycled scrap metal is through the use of shreddingprocessing, and separation systems.
AMR operates six deep watersystems is designed to optimize the recovery of valuable recycled metal.

We operate seven deepwater port locations, fivesix of which are equipped with large-scale shredders. AMR'sOur largest port facilities in Everett, Massachusetts; Portland, Oregon; Oakland, California; and Tacoma, Washington each operate a mega-shredder with 7,000 to 9,000 horsepower. Our port facilities in Salinas, Puerto Rico, and Kapolei, Hawaii each operate a shreddershredders with 1,500 to 6,000 horsepower.and 4,000 horsepower, respectively. Our port facility in Providence, Rhode Island does not operate a shredder.shredder, but exports recycled ferrous metal acquired in the regional market. In addition, we operate a 2,500-horsepower shredder at our non-port facility in Lithonia, Georgia, which we acquired as part of the purchase of the Encore Recycling business in April 2022. Our shredders are designed to provide a denser product and, in conjunction with advanced separation equipment, a more refined form of recycled ferrous scrap metal which iscan be used efficiently by steel mills in the production of new steel. The shredding process reduces autobodiesauto bodies and other scrap metal into fist-size pieces of shredded recycled scrap metal. The shredded material is then carried by conveyor under magnetized drums that attract the ferrous scrap metal and separate it from the mixed nonferrous scrap metal and other residue, found in the shredded material, resulting in a consistent and high-quality shredded ferrous product. The mixed nonferrous scrap metal and residue then pass through a series of additional mechanical sorting systems designed to recover and separate the nonferrous metal from the residue. The remaining mixed nonferrous metal is then further sorted by product and size grade before being sold. AMR invests in nonferroussold as joint products, which include mainly zorba (primarily aluminum), zurik (primarily stainless steel), and shredded insulated wire (primarily copper and aluminum). We sell further separated products with higher metal extractioncontent such as twitch (light gauge recycled aluminum) and separation technologies in order to maximize the recoverability of valuable nonferrous metal. AMRshredded copper and brass. We also purchasespurchase nonferrous metal directly from industrial vendors and other suppliers and preparesaggregate and prepare this metal for shipment to customers by ship, rail, or truck.

Products
AMR's primary products consist

We invest in nonferrous metal extraction and separation technologies to optimize the recovery of recycled ferrousvaluable nonferrous metal and to meet the metal purity requirements of customers. We have a major strategic initiative currently in progress and partially completed to replace, upgrade, and add to our existing nonferrous scrap metal. Ferrous recycled scrap metal is a key feedstock used in the production of finished steel and is largely categorized into heavy melting steel (“HMS”), plate and structural (“bonus”) and shredded scrap (“shred”), although there are various grades of each category depending on metal content and the size and consistency of individual pieces. These attributes affect the product’s relative value. Our nonferrous products include aluminum, copper, stainless steel, nickel, brass, titanium, lead, high temperature alloys and joint products such as zorba (primarily mixed aluminum nonferrous material) and zurik (predominantly stainless steel).

Prior to the shredding process, AMR sells serviceable used auto parts from salvaged vehicles through its self-service auto parts stores located across the U.S. and Western Canada. Each retail self-service store offers an extensive selection of vehicles (including domestic and foreign cars, vans and light trucks) from which customers can remove parts. We employ proprietary information technology systems to centrally manage and operate the geographically diverse network of auto parts stores, and we regularly rotate the inventory to provide customers with greater access to parts. In general, we believe the list prices of auto parts at our self-service stores are significantly lower than those offered at full-service auto dismantlers, retail car parts stores and car dealerships.
Customers
AMR sells its ferrous and nonferrous recycled metal products globally to steel mills, foundries and smelters. AMR's self-service auto parts stores also serve retail customers seeking to obtain serviceable used auto parts at a competitive price. Retail customers remove the parts without the assistance of store employees and pay a listed price for the part. AMR also supplies a small portion of its scrap metal to CSS's shredding operation in Portland, Oregon, the substantial majority of which is processed and delivered to CSS's steel mill.
Presented below are AMR revenues by continent for the last three fiscal years ended August 31 (dollars in thousands):
 2017 
% of
Revenue
 2016 
% of
Revenue
 2015 
% of
Revenue
North America(1)
$571,620
 42 % $429,997
 41 % $612,275
 41 %
Asia593,332
 44 % 433,415
 41 % 586,519
 40 %
Europe(2)
167,576
 12 % 174,038
 17 % 233,970
 16 %
Africa11,932
 1 % 
  % 61,568
 4 %
South America19,158
 1 % 23,142
 2 % 18,983
 1 %
Intercompany sales to CSS(15,647) (1)% (12,081) (1)% (33,029) (2)%
Total (net of intercompany)$1,347,971
 

 $1,048,511
 

 $1,480,286
 

 ____________________________
(1)Includes intercompany sales to CSS.
(2)Includes sales to customers in Turkey.

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Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.


In fiscal 2017, the five countries from which AMR derived its largest revenues from external customers were the United States, China, Turkey, Bangladesh, and India, which collectively accounted for 81% of total AMR external revenues. In fiscal 2016 and 2015, the five countries from which AMR derived its largest revenues from external customers accounted for 85% and 81%, respectively, of total AMR external revenue. We attribute revenues from external customers to individual countries based on the country in which the customer takes delivery of the goods.
AMR’s five largest external ferrous scrap metal customers accounted for 31% of external recycled ferrous metal revenues in fiscal 2017, compared to 37% and 33% in fiscal 2016 and 2015, respectively. AMR had no external customers that accounted for 10% or more of consolidated revenues in fiscal 2017, 2016 and 2015. Total sales volumes of ferrous scrap metal vary from year-to-year due to the level of demand, availability of supply, economic growth, infrastructure spending, relative currency values, availability of credit and other factors. Ferrous scrap metal sales are primarily denominated in U.S. dollars, and nearly all of the large shipments of ferrous scrap metal to foreign customers are supported by letters of credit.
The table below sets forth, on a revenue and volume basis, the amount of recycled ferrous scrap metal sold by AMR to foreign and domestic customers, including sales to CSS, during the last three fiscal years ended August 31:
Ferrous Recycled Metal2017 2016 2015
 
Revenues(1)
 
Volume(2)
 
Revenues(1)
 
Volume(2)
 
Revenues(1)
 
Volume(2)
Foreign$608,339
 2,197
 $452,242
 2,040
 $653,440
 2,183
Domestic234,883
 948
 173,275
 859
 280,617
 1,003
Total$843,222
 3,145
 $625,517
 2,899
 $934,057
 3,186
 _____________________________
(1)Revenues stated in thousands of dollars.
(2)Volume stated in thousands of long tons (one long ton = 2,240 pounds).
AMR sells nonferrous recycled scrap metal to specialty steelmakers, foundries, aluminum sheet and ingot manufacturers, copper refineries and smelters, brass and bronze ingot manufacturers, wholesalers, and wire and cable producers globally. AMR invests in advanced separationrecovery technologies in order to extract higher nonferrous yields fromincrease metal recovery and the shredding process and to enhance the separationvolume of nonferrous metalsmaterial from shredding operations, provide additional product optionality, create higher quality furnace-ready products, and reduce the metallic portion of shredder residue disposed in orderlandfills. Our program comprises seven primary nonferrous recovery systems at our major shredder facilities. Of these systems, three are major aluminum and four are major copper recovery systems. Our initiative also includes two aluminum separation systems, one on each coast, and four copper separation systems. The construction, commissioning, and ramp up of these new technologies, including commencement of permitting approvals, began substantially in fiscal 2021 and are anticipated to maximizebe completed during fiscal 2024, with total capital expenditures estimated to be approximately $133 million, of which approximately $130 million has been incurred, including $21 million during fiscal 2023.

In addition to the grade and value of the individual metals.

The table below sets forth, on a revenue and volume basis, the amountsale of recycled nonferrous scrap metal sold by AMR to foreign and domestic customers during the last three fiscal years ended August 31:
Nonferrous Recycled Metal2017 2016 2015
 
Revenues(1)
 
Volume(2)
 
Revenues(1)
 
Volume(2)
 
Revenues(1)
 
Volume(2)
Foreign$216,362
 319,629
 $186,989
 290,430
 $260,209
 326,059
Domestic178,615
 221,162
 143,362
 183,307
 189,606
 213,791
Total$394,977
 540,791
 $330,351
 473,737
 $449,815
 539,850
 ____________________________
(1)Revenues stated in thousands of dollars.
(2)Volume stated in thousands of pounds and volume information excludes PGM metals in catalytic converters.
AMR's retail auto parts sales account for less than 10% of SSI's consolidated revenues in all of the periods presented.
Pricing
Domestic and foreign prices for ferrous and nonferrous recycled scrap metal are generally based on prevailing market rates, which differ by region, and are subject to market cycles that are influenced by worldwide demand from steel and other metal producers as well as by the availability of materials that can be processed into saleable scrap metal, among other factors. Ferrous scrap metal export sales contracts generally provide for shipment within 30 to 60 days after the price is agreed to which, in most cases, includes freight. Nonferrous scrap metal sales contracts generally provide for shipment within 30 days after the price is agreed to, which also typically includes freight.

5 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.


AMR responds to changes in selling prices for processed metal by seeking to adjust purchase prices for unprocessed scrap metal in order to manage the impact on its operating income. The spread between selling prices and the cost of purchased material is subject to a number of factors, including differences in the market conditions between the domestic regions where unprocessed scrap metal is acquired and the areas in the world to which the processed materials are sold, market volatility from the time the selling price is agreed upon with the customer until the time the unprocessed material is purchased, and changes in the estimated costs of transportation to the customer's facility. We believe AMR generally benefits from sustained periods of rising recycled scrap metal selling prices, which allow it to better maintain or increase both operating income and unprocessed scrap metal flow into its facilities. When recycled scrap metal selling prices decline for a sustained period, AMR's operating margins typically compress.
The sales prices for auto parts from salvaged vehicles are deeply discounted from prevailing national new and refurbished sales prices offered at full-service auto dismantlers, retail car parts stores and car dealerships. Our storesour facilities, we provide a list price, available at each locationvariety of recycling and online. Prices for autobodies sold to third parties and for major component parts, such as engines, transmissions, and alternators sold to wholesalers, are based on prevailing scrap market rates which differ by region and are subject to market cycles. Prices for catalytic converters sold to third-party processors are based on prevailing market rates forrelated services including brokering the extracted metals. By consolidating shipmentssale of component parts and autobodies, we are able to optimize prices by focusing on larger wholesale customers that pay a premium for volume and consistency of shipments.
Markets
Global production of finished steel products drives demand for materials used in the steel-making process, including ferrous recycled scrap metal which is the primary feedstock used in EAFs and can also be used in blast furnaces to manufacture steel. AMR exports ferrous recycled scrap metal primarily to countries in Asia, the Mediterranean region and North, Central and South America. Ferrous exports made up approximately 70% of AMR's total ferrous sales volume in fiscal 2017, 2016, and 2015. In fiscal 2017, the combination of improved U.S. and global economic growth and lower Chinese steel exports driven by higher domestic demand and reductions in less efficient steel-making capacity contributed to improved demand and prices for ferrous recycled scrap metal. We believe long-term demand for recycled metals will continue to be driven by factors including global economic growth and an increased focus on environmental policies promoting natural resource conservation, lower greenhouse gas emissions, and lower energy costs. We believe the significant environmental benefits and production efficiencies associated with EAF steel-making, which uses scrap metal as a primary raw material, compared to blast furnace steel-making, which primarily uses iron ore mined from natural resources, will positively contribute to worldwide long-term demand for ferrous recycled scrap metal.
Nonferrous exports made up approximately 60% of AMR’s total nonferrous sales volumes in fiscal 2017, 2016 and 2015. China and the U.S. have been the largest sales destinations in the nonferrous markets, unlike the ferrous market which is highly diversified with no single country other than the U.S. being the dominant destination for our products from year to year.
Distribution
AMR delivers recycled ferrous and nonferrous scrap metal generated by retail and industrial entities and demolition projects to foreign customers by ship and toin the domestic customers by barge, rail and road transportation networks. Cost efficiencies are achieved by operating deep water terminal facilities in Everett, Massachusetts; Oakland, California; Tacoma, Washington; and Providence, Rhode Island, all of which are owned, except for the Providence, Rhode Island facility which is operated under a long-term lease.market, among other services. We also have accesslease machinery assets to deep water terminal facilities at Kapolei, Hawaiicustomers primarily to facilitate the provision of reverse logistics and Salinas, Puerto Rico through public docks. AMR's deep water terminals enable us to load ferrous material in large vessels capable of holding up to 50,000 tonsother recycling services. Contract consideration for trans-oceanic shipments. Additionally, because we own most of the terminal facilities at which we operate, AMR is not normally subject to the same berthing delays often experienced by users of unaffiliated terminals. We believe that AMR’s loading costs are lower than at terminal facilities operated by third parties. From time to time, AMR may enter into contracts of affreightment, which guarantee the availability of ocean going vessels, in order to manage the risks associated with ship availability and freight costs.
Our nonferrous products are shipped in containers, which hold 20 to 30 tons, from container ports and rail ramps located in close proximity to our recycling facilities. Containerized shipments are exported by marine vessels to customers globally and domestic shipments are typically shipped by rail or by truck.
AMR sells used auto parts from its self-service retail stores. Once customers have pulled desirable parts from the vehicle, we remove other valuable ferrous and nonferrous parts which are consolidated and shipped primarily to wholesale customers by truck. The salvaged autobodies are crushed and shipped by truck to our metals recycling facilities where geographically feasible, or to third-party recyclers, for shredding.

6 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.


Sources of Unprocessed Metal
The most common forms of purchased unprocessed metal are obsolete machinery and equipment, such as automobiles, railroad cars, railroad tracks, home appliances and other consumer goods, waste metal from manufacturing operations and demolition metal from buildings and other infrastructure. Unprocessed metalservices is acquired from a diverse base of suppliers who unload at our facilities, from drop boxes at suppliers’ industrial sites, and through negotiated purchases from other large suppliers, including railroads, manufacturers, automobile salvage facilities, metal dealers, various government entities and individuals. We typically seek to locate our retail auto parts stores in major population centers with convenient road access. Our auto parts store network spans 15 states in the U.S. and two provinces in Western Canada, with a majority of the stores concentrated in regions where our large shredders are located. Through our network of auto parts stores, we seek to obtain salvaged vehicles from five primary sources: private parties, tow companies, charities, auto auctions and municipal and other contracts. AMR has a program to purchase vehicles from private parties called “Cash for Junk Cars” which is advertised in local markets. Private parties either call a toll-free number and receive a quote for their vehicle or obtain an instant online quote. The private party can either deliver the vehicle to one of our retail locations or arrange for the vehicle to be picked up. AMR also employs car buyers who travel to vendors and bid on vehicles.
The majority of AMR’s scrap metal collection and processing facilities receive unprocessed metal via major railroad routes, waterways or highways. Metals recycling facilities situated near industrial manufacturing and major transportation routes have the competitive advantage of reduced freight costs because of the significant cost of freight relative to the cost of metal. The locations of AMR’s West Coast facilities provide access to sources of unprocessed metal in the Northern California region, northward to Western Canada and Alaska, and to the East, including Idaho, Montana, Utah, Colorado and Nevada. The locations of the East Coast facilities provide access to sources of unprocessed metal in New York, Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont, Eastern Canada and, from time to time, the Midwest. In the Southeastern U.S., approximately half of AMR’s ferrous and nonferrous unprocessed metal volume is purchased from industrial companies, including auto manufacturers, with the remaining volume being purchased from smaller dealers and individuals. These industrial companies provide AMR with metals that are by-products of their manufacturing processes.
The supply of scrap metal from these various sources can fluctuate with the level of economic activity in the U.S. and can begenerally less sensitive to variabilitychanges in scrap metalmarket prices particularly in the short term. The supply offor scrap metal can also fluctuate, to a lesser degree, due to seasonal factors, such as severe weather conditions, which can inhibit scrap metal collections at our facilities and production levels in our yards. Severe weather conditions can also adversely impact the timing of shipments of our products, the level of manufacturing activity utilizing our products, and retail admissions at our auto parts stores.
Backlog
As of September 30, 2017, AMR had a backlog of orders to sell $96 million of export ferrous metal compared to $55 million at the same time in the prior year primarily due to increased selling prices and the timing of sales. Additionally, as of September 30, 2017, AMR had a backlog of orders to sell $34 million of export nonferrous metal compared to $27 million in the prior year primarily due to increased selling prices. We expect to fill the entirety of the backlog of orders for export ferrous and nonferrous metal during fiscal 2018.
Competition
AMR competes in the U.S. and in Western Canada for the purchase of scrap metal with large, well-financed recyclers of scrap metal, steel mills that own scrap yards, and with smaller metal facilities and dealers. AMR's auto stores compete for the purchase of end-of-life vehicles with other auto dismantlers, used car dealers, auto auctions and metal recyclers. In general, the competitive factors impacting the purchase of scrap metal are the price offered by the purchaser and the proximity of the purchaser to the source of scrap metal and end-of-life vehicles. AMR also competes with brokers that buy scrap metal on behalf of domestic and foreign steel mills.
AMR competes globally for the sale of processed recycled metal to finished steel and other metal product producers. The predominant competitive factors that impact recycled metal sales are price (including shipping cost), reliability of service, product quality, the relative value of the U.S. dollar and the availability and price of raw material alternatives, including scrap metal substitutes such as pig iron and direct-reduced iron (both derived from iron ore), and semi-finished products, such as steel billets. Commencing in fiscal 2012 and spanning through the first half of fiscal 2016, low-priced steel billets using iron ore as their primary raw material contributed to lower scrap metal demand and prices. These challenging market conditions led to an industry trend of reductions in capacity through idling of equipment and curtailment of operations, including by large and well-capitalized companies, while a number of smaller competitors consolidated or exited the scrap market due to the protracted cyclical downturn. In fiscal 2015, we idled a large-scale shredder in Johnston, Rhode Island and another in Surrey, British Columbia, and in fiscal 2016, we idled a small shredder in Concord, New Hampshire to more closely align our business with the prevalent market conditions. Market conditions improved in fiscal 2017 mainly due to higher demand from steel manufacturers in the domestic and export markets resulting in higher selling prices for raw materials used in steel production and increased supply flows of scrap metal,

7 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.


including end-of-life vehicles. Higher average selling prices and supply volumes, in combination with increased sales diversification and the benefits to our operating efficiency from our multi-year cost savings and productivity initiatives, led to significant improvements in our operating performance year over year.
AMR also competes for the sale of used auto parts to retail customers with other self-service and full-service auto dismantlers. The auto parts industry is characterized by diverse and fragmented competition and comprises a large number of aftermarket and used auto parts suppliers of all sizes, ranging from large, multinational corporations which serve both original equipment manufacturers and the aftermarket on a worldwide basis to small, local entities which have more limited supply. The main competitive factors impacting the retail sale of auto parts are price, availability of product, quality and convenience of the retail stores to customers.
AMR's ability to process substantial volumes of scrap metal products, advanced processing equipment, number of locations, access to a variety of different modes of transportation, geographic dispersion and the operating synergies of its integrated platform provide its business with the ability to compete successfully in varying market conditions.
CSS
Business
CSS operates a steel mini-mill in McMinnville, Oregon that produces a range of finished steel long products such as reinforcing bar (rebar) and wire rod. The primary feedstock for the manufacture of its products is recycled scrap metal. CSS's steel mill obtains substantially all of its scrap metal raw material requirements from its integrated metals recycling and joint venture operations. CSS's metals recycling operations are comprised of a collection, shredding and export operation in Portland, Oregon, four feeder yard operations located in Oregon and Southern Washington, and one metals recycling joint venture ownership interest. Additionally, CSS purchases small volumes of ferrous scrap metal from AMR and sells ferrous and nonferrous recycled scrap metal into the export market. CSS's revenues from external sales of recycled scrap metal account for less than 10% of SSI's consolidated revenues in all of the periods presented.
Manufacturing
CSS’sfrom our recycling operations.

Our steel mill melt shop includes an EAF, a ladle refining furnace with enhanced steel chemistry refining capabilities, and a five-strand continuous billet caster, permitting the mill to produce special alloy grades of steel not currently produced by other mills on the West Coast of the U.S. The melt shop produced 489 thousand, 499 thousand and 600 thousand short tons of steel in the form of billets during fiscal 2017, 2016 and 2015, respectively. The substantial majority of these billets are used by CSS in its rolling mill to produce finished steel products.

Through the end of fiscal 2016, CSS operated two computerized rolling mills. In the first quarter of fiscal 2017, we implemented a plan to shut down and decommission the older rolling mill, which was entered into service over 40 years ago, and which in recent years had been producing only a small proportion of CSS's finished steel products. This action, in conjunction with an initiative to enhance the operating efficiency of the newer and more technologically advanced rolling mill, is expected to improve product quality, while expanding its overall effective annual production capacity. The newer rolling mill has an effective annual production capacity of 580 thousand tons of finished steel products.
Billets produced in CSS’s melt shop are reheated in a natural gas-fueled furnace and are then hot-rolled through the rolling mill to produce finished steel long products. CSS continues to monitor the market for new products and, through discussions with customers, to identify additional opportunities to expand its product lines and sales.
CSSThe rolling mill has an operating permit issued under Title V of the Clean Air Act Amendments of 1990, which governs certain air quality standards. The permit is based upon aneffective annual production capacity under current conditions of 950approximately 580 thousand tons. The permit was first issuedtons of finished steel products.

3 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Products and Services

Recycled ferrous metal is a key feedstock used in 1998 and has since been renewed through February 1, 2018. The permit renewal process occurs every five yearsthe production of finished steel and is underwaylargely categorized into heavy melting steel (“HMS”), plate and structural (“bonus”), and shredded scrap metal (“shred”), although there are various grades of each category depending on metal content and the size and consistency of individual pieces. These attributes affect the product’s relative value.

Our nonferrous products include mixed metal joint products recovered from the shredding process, as well as aluminum, copper, stainless steel, nickel, brass, titanium, lead, and high temperature alloys. We also sell catalytic converters to specialty processors that extract the nonferrous precious metals including platinum, palladium, and rhodium.

We provide recycling and related services involving scrap metal and other recyclable materials to a range of customers, including large retailers, industrial manufacturers, original equipment manufacturers, and owners of end-of-life railcars. These services include primarily scrap brokerage, certified destruction, automotive parts recycling, railcar dismantling, and reverse logistics. During fiscal 2023, we expanded our recycling services operations through our acquisition of ScrapSource. Also in fiscal 2023, we launched our integrated recycling services activities under our trademarked 3PRTM brand which stands for third-party recycling and encompasses all our recycling services offerings.

Each retail self-service auto parts store offers an extensive selection of vehicles (including domestic and foreign cars, vans, and light trucks) from which customers can remove and purchase parts. We employ proprietary information technology systems to centrally manage and operate the next renewal period.

Products
CSSgeographically diverse network of auto parts stores, and we regularly rotate the inventory to provide customers with greater access to parts. Our used auto parts inventory is also searchable on our Pick-n-Pull public website. We enter into limited duration contracts with public entities and other third parties for vehicle dismantling and asset recovery services, which provide a source of low-cost salvage vehicles.

Our steel mill produces semi-finished goods (billets) and finished goods, consisting of rebar, coiled rebar, wire rod, merchant bar, and other specialty products.products, using recycled ferrous metal sourced internally from our recycling and joint venture operations and other raw materials. Semi-finished goods are predominantly used for CSS’sthe manufacturing of finished products, but also have been produced for sale to other steel mills.products. Rebar is produced in either straight length steel bars or coils and used to increase the strength of poured concrete. Coiled rebar is preferred by some manufacturers because it reduces the waste generated by cutting individual lengths to meet customer specifications and, therefore, improves yield. Wire rod is steel rod, delivered in coiled form, used by manufacturers to produce a variety of products such as chain link fencing, nails, wire, stucco netting, and pre-stressed concrete strand. Merchant bar consists of rounds and square steel bars used by manufacturers to produce a wide variety of products, including bolts, threaded bars, and dowel bars. CSSOur steel mill is also certified to producean approved supplier of high-quality rebar to support nuclear power plant construction and has a license to produce certain patented high-strength specialty steels.

Active Facilities

Tabular presentation of our active facilities by geographic region is as follows:

 

 

Auto Parts
Stores

 

Metals Recycling
Facilities
(1)

 

Total Recycling
Facilities
(2)

 

Large-Scale
Shredders
(3)

 

Deepwater
Ports

 

Steel
Facilities
(4)

Northwest
(WA, OR, MT)

 

7

 

8

 

15

 

2

 

2

 

1

Southwest and Hawaii
(CA, NV, UT, HI)

 

22

 

7

 

29

 

2

 

2

 

1

Midwest and South
(AR, IL, IN, OH, MO, KS, TX)

 

12

 

 

12

 

 

 

Northeast
(MA, ME, NH, RI)

 

2

 

9

 

11

 

1

 

2

 

Southeast and Puerto Rico
(GA, AL, TN, FL, VA, KY, MS, PR)

 

3

 

26

 

29

 

2

 

1

 

Western Canada
(BC, AB)

 

4

 

4

 

8

 

 

 

Total

 

50

 

54

 

104

 

7

 

7

 

2

(1)
Excludes joint venture facilities.

(2)
Excludes one dedicated recycling services office in Texas.
(3)
8All large-scale shredding operations employ nonferrous extraction and separation equipment.
(4)
Includes one steel mill in Oregon and one distribution center in California.

4 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Pricing

Domestic and foreign prices for recycled ferrous and nonferrous metal are generally based on prevailing market rates, which differ by region, and are subject to market cycles that are influenced by worldwide demand from steel and other metal producers, the availability of Contents              SCHNITZER STEEL INDUSTRIES, INC.



materials that can be processed into saleable recycled metal, and regulatory policies, among other factors. Sanctions, trade actions, and licensing and inspection requirements can also impact pricing for the affected products. Recycled ferrous and nonferrous metal sales contracts generally provide for shipment within 30 to 60 days after the price is agreed to which, in most cases, includes freight.

We respond to changes in selling prices for processed metal by seeking to adjust purchase prices for unprocessed scrap metal in order to manage the impact on our operating income. The table below sets forth,spread between selling prices for processed metal and the cost of purchased scrap metal (metal spread) is subject to a number of factors, including differences in the market conditions between the domestic regions where scrap metal is acquired and the areas in the world to which the processed metals are sold, market volatility from the time the selling price is agreed upon with the customer until the time the scrap metal is purchased, changes in the availability of scrap metal including the volume generated by source and grade, and changes in transportation costs. We generally benefit from sustained periods of stable or rising recycled metal selling prices, which allow us to better maintain or increase both operating income and unprocessed scrap metal flow into our facilities. When recycled metal selling prices decline, either sharply or for a sustained period, our operating margins typically compress.

The sales prices for auto parts from salvaged vehicles are deeply discounted from prevailing national new and refurbished sales prices offered at full-service auto dismantlers, retail auto parts stores, and car dealerships. Our stores provide a list price, available at each location and online. Prices for auto bodies sold to third parties and for major component parts, such as engines, transmissions, and alternators sold to wholesalers, are based on prevailing recycled metal market rates which differ by region and are subject to market cycles. Prices for catalytic converters sold to third-party processors are based on prevailing market rates for the extracted precious metals including platinum, palladium, and rhodium. By consolidating shipments of auto bodies and component parts, we are able to optimize prices by focusing on larger wholesale customers that pay a revenuepremium for volume and volume basis,consistency of shipments.

Our finished steel product prices differ by product size and grade. Selling prices are influenced by the salesprice of raw materials, including the cost of recycled ferrous metal and required consumables including graphite electrodes and alloys, as well as regional demand in the West Coast and Western Canadian markets. Selling prices for our finished steel products duringmay also be affected by the last three fiscal years ended August 31:

 2017 2016 2015
 
Revenues(1)
 
Volume(2)
 
Revenues(1)
 
Volume(2)
 
Revenues(1)
 
Volume(2)
Finished steel products$280,206
 495,516
 $269,355
 488,212
 $363,795
 539,984
_____________________________
(1)Revenues stated in thousandsprice and availability of steel imports.

Customers and Markets

Approximately 95% of our consolidated revenues are derived from sales of dollars.

(2)Volume stated in short tons (one short ton = 2,000 pounds).

The metals recycling operations within CSS produce substantially the same recycled scrapferrous and nonferrous metal products as those produced by the metals recycling operations within AMR and are exposedfinished steel products. We sell our recycled ferrous and nonferrous metal products globally to similar marketsteel mills, foundries, refineries, smelters, wholesalers, and competitive forces.
Customers
CSS’sother recycled metal processors. Our finished steel customers are primarily steel service centers, construction industry subcontractors, steel fabricators, wire drawers, and major farm and wood products suppliers. DuringWe had no external customers that accounted for 10% or more of our consolidated revenues in fiscal 20172023, 2022, or 2021.

Recycled Ferrous Metal

The table below sets forth, on a revenue and volume basis, the amount of recycled ferrous metal sold to foreign and domestic customers, during the last three fiscal years ended August 31:

For the Year Ended August 31,

 

% Increase (Decrease)

 

($ in thousands)

2023

 

2022

 

2021

 

2023 vs. 2022

 

2022 vs. 2021

 

Ferrous revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

$

408,441

 

$

438,026

 

$

289,742

 

 

(7

)%

 

51

%

Foreign

 

1,031,542

 

 

1,476,229

 

 

1,268,149

 

 

(30

)%

 

16

%

Total ferrous revenues

$

1,439,983

 

$

1,914,255

 

$

1,557,891

 

 

(25

)%

 

23

%

Ferrous volumes (LT, in thousands)(1)

 

 

 

 

 

 

Domestic(2)

 

1,952

 

 

1,806

 

 

1,500

 

 

8

%

 

20

%

Foreign

 

2,424

 

 

2,810

 

 

2,908

 

 

(14

)%

 

(3

)%

Total ferrous volumes (LT, in thousands)(3)

 

4,376

 

 

4,616

 

 

4,408

 

 

(5

)%

 

5

%

LT = Long Ton, which is equivalent to 2,240 pounds.

(1)
Ferrous volumes sold externally and delivered to our steel mill for finished steel production.
(2)
Domestic includes volumes delivered to our steel mill for finished steel production.
(3)
May not foot due to rounding.

5 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

We export recycled ferrous metal primarily to countries in Asia, the Mediterranean region, and North, Central, and South America. Ferrous exports made up 55%, CSS61%, and 66% of our total ferrous volumes in fiscal 2023, 2022, and 2021, respectively. In fiscal 2023, the three countries from which we derived our largest ferrous export revenues from external customers were Bangladesh, Turkey, and India, which collectively accounted for 72% of our total ferrous export revenues. In fiscal 2022 and 2021, the three countries from which we derived our largest ferrous export revenues from external customers accounted for 71% and 63%, respectively, of our total ferrous export revenues. We generally attribute revenues from external customers to individual countries based on the country in which the customer is located. Our three largest external recycled ferrous metal customers accounted for 23% of total ferrous revenues in fiscal 2023, compared to 22% and 25% in fiscal 2022 and 2021, respectively.

Recycled Nonferrous Metal

The table below sets forth, on a revenue and volume basis, the amount of recycled nonferrous metal sold itsto foreign and domestic customers during the last three fiscal years ended August 31:

For the Year Ended August 31,

 

% Increase (Decrease)

 

($ in thousands)

2023

 

2022

 

2021

 

2023 vs. 2022

 

2022 vs. 2021

 

Nonferrous revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

$

378,972

 

$

480,919

 

$

367,744

 

 

(21

)%

 

31

%

Foreign

 

402,130

 

 

411,525

 

 

317,118

 

 

(2

)%

 

30

%

Total nonferrous revenues

$

781,102

 

$

892,444

 

$

684,862

 

 

(12

)%

 

30

%

Nonferrous volumes (pounds, in thousands)(1)

 

 

 

 

 

 

Domestic

 

316,490

 

 

298,279

 

 

219,126

 

 

6

%

 

36

%

Foreign

 

422,447

 

 

389,140

 

 

374,252

 

 

9

%

 

4

%

Total nonferrous volumes (pounds, in thousands)(2)

 

738,937

 

 

687,419

 

 

593,378

 

 

7

%

 

16

%

(1)
All nonferrous volumes sold externally.
(2)
May not foot due to rounding.

Nonferrous exports made up 57%, 57%, and 63% of our total nonferrous sales volumes in fiscal 2023, 2022, and 2021, respectively. The substantial majority of our nonferrous joint products recovered from the shredding process are sold to the export market currently and made up 44%, 45%, and 44% of our total nonferrous sales volumes in fiscal 2023, 2022, and 2021, respectively. In fiscal 2023, the three countries from which we derived our largest nonferrous export revenues from external customers were Malaysia, China, and India, which collectively accounted for 72% of our total nonferrous export revenues.In fiscal 2022 and 2021, the three countries from which we derived our largest nonferrous export revenues from external customers accounted for 68% and 69%, respectively, of our total nonferrous export revenues.

Finished Steel Products

The table below sets forth, on a revenue and volume basis, the amount of finished steel products sold during the last three fiscal years ended August 31:

For the Year Ended August 31,

 

% Increase (Decrease)

 

($ in thousands)

2023

 

2022

 

2021

 

2023 vs. 2022

 

2022 vs. 2021

 

Steel revenues(1)

$

507,550

 

$

531,731

 

$

379,203

 

 

(5

)%

 

40

%

Finished steel sales volumes (ST, in thousands)

 

521

 

 

465

 

 

488

 

 

12

%

 

(5

)%

ST = Short Ton, which is equivalent to 2,000 pounds.

(1)
Steel revenues include predominantly sales of finished steel products, in addition to sales of semi-finished goods (billets) and steel manufacturing scrap.

We sell finished steel products to customers located primarily in the Western U.S.United States and Western Canada. Customers in California accounted for 53%, 48%55%, and 46%52% of CSS'sour steel revenues in fiscal 2017, 20162023, 2022, and 2015,2021, respectively. CSS’s ten largest steel customers accounted for 51%, 45% and 42% of its steel revenues during fiscal 2017, 2016 and 2015, respectively. No CSS steel customer accounted for 10% or more of consolidated revenues in fiscal 2017, 2016 and 2015.

The metals recycling operations within CSS also sell

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Distribution

We deliver recycled ferrous and nonferrous recycled metal to foreign customers by ship and to domestic customers by barge, rail, and road transportation networks. Cost efficiencies are achieved by operating deepwater terminal facilities in Everett, Massachusetts; Portland, Oregon; Oakland, California; Tacoma, Washington; and Providence, Rhode Island, all of which are owned, except for the Providence, Rhode Island facility which is operated under a long-term lease. We also have access to deepwater terminal facilities at Kapolei, Hawaii and Salinas, Puerto Rico through public docks. The use of deepwater terminals enables us to load ferrous material in large vessels capable of holding up to 50,000 tons for trans-oceanic shipments. We believe the use of our owned and leased terminal facilities is advantageous because it allows us to more effectively manage loading costs and minimize the berthing delays often experienced by users of unaffiliated terminals. From time to time, we may enter into contracts of affreightment, which guarantee the availability of ocean-going vessels, in order to manage the risks associated with ship availability and freight costs.

Our nonferrous products are shipped in 20- to 30-ton capacity containers from ports and rail ramps located in close proximity to our recycling facilities. Containerized shipments are exported by marine vessels to customers globally, and domestic shipments are typically shipped to customers by rail or by truck.

We sell used auto parts from our self-service retail stores. Both before and after retail customers have removed desired parts from acquired salvaged vehicles, we extract and consolidate certain valuable ferrous and nonferrous components from auto bodies for shipment by truck primarily to steel mills, foundrieswholesale customers. We also remove and smelters in Asia.

Distribution
CSS sellscollect catalytic converters from salvaged vehicles for shipment by truck to specialty processers which extract the nonferrous precious metals. The salvaged auto bodies are crushed and shipped by truck to our metals recycling facilities where geographically practical, or to third-party recyclers, for shredding.

We sell finished steel products directly from its mini-millour steel mill in McMinnville, Oregon and its ownedour distribution center in City of Industry, California (Los Angeles area). Finished steel products are shipped from the mini-millmill to the distribution center primarily by rail. The distribution center facilitates sales by maintaining an inventory of products close to major customers for just-in-time delivery. CSS communicatesWe communicate regularly with major customers to determine their anticipated needs and plans itsplan our rolling mill production schedule accordingly. Finished steel shipments to customers are made by common carrier, primarily truck or rail.

CSS delivers recycled ferrous

Sources of Unprocessed Metal

The most common forms of purchased unprocessed metal are obsolete machinery and equipment, such as automobiles, railroad cars, railroad tracks, home appliances and other consumer goods, scrap metal from manufacturing operations and retailers, and demolition metal from buildings and other infrastructure. Unprocessed metal is acquired from a diverse base of suppliers who unload at our facilities, from drop boxes at suppliers’ industrial sites, and through negotiated purchases from other large suppliers, including railroads, manufacturers, automobile salvage facilities, metal dealers, various government entities, and individuals. We typically seek to exportlocate our retail auto parts stores in major population centers with convenient road access. Our auto parts store network spans 16 states in the U.S. and two provinces in Western Canada, with a majority of the stores concentrated in regions where our large-scale shredders are located. Through our network of auto parts stores, we seek to obtain salvaged vehicles from four primary sources: private parties, tow companies, auto auctions, and municipal and other contracts. We have a program to purchase vehicles from private parties called “Cash for Junk Cars” which is advertised in local markets. Private parties either call a toll-free number and receive a quote for their vehicle or obtain an instant online quote. The private party can either deliver the vehicle to one of our retail locations or arrange for the vehicle to be picked up. We also employ car buyers who travel to vendors and bid on vehicles. Further, we enter into limited duration contracts with public entities and other third parties for vehicle dismantling and asset recovery services, which provide a source of low-cost salvage vehicles. The expiration of such contracts may lead us to seek alternative sources of vehicles, potentially at a higher cost. We also source scrap metal and other recyclable materials through our recycling services from a range of customers by bulk ship using its deep water terminal facilityincluding large retailers, industrial manufacturers, original equipment manufacturers, and railcar owners.

The majority of our metal collection and processing facilities receive unprocessed metal via major railroad routes, waterways, or highways. Metals recycling facilities situated near industrial manufacturing and major transportation routes have the competitive advantage of reduced freight costs because of the significant cost of freight relative to the cost of metal. The locations of our West Coast facilities provide access to sources of unprocessed metal in Portland, Oregon,the Northern California region, northward to Western Canada and Alaska, and to the East, including Idaho, Montana, Utah, Colorado, and Nevada. The locations of our East Coast facilities provide access to sources of unprocessed metal in New York, Connecticut, Maine, Massachusetts, New Hampshire, Rhode Island, Vermont, Eastern Canada, and, from time to time, the Midwest. The locations of our facilities in Hawaii and Puerto Rico provide access to sources of unprocessed metal in the respective local markets. In the Southeastern U.S., approximately half of our ferrous and nonferrous recycledunprocessed metal volume is purchased from industrial companies, including auto manufacturers, with the remaining volume being purchased from smaller dealers and individuals. These industrial companies provide us with metals that are by-products of their manufacturing processes.

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The supply of scrap metal from these various sources can fluctuate with the level of economic activity in the U.S. and can be sensitive to export customersvariability in containersrecycled metal prices, particularly in the short term, as well as in costs such as labor and energy incurred by ship.

Supplysuppliers to generate scrap metal at economically viable levels. The effects of Scrap Metal
competition for supply of scrap metal, including of specific grades, can significantly impact the flow of scrap volumes into our facilities, our metal spreads, and our operating margins. The supply of scrap metal can also fluctuate, to a lesser degree, due to seasonal factors, such as severe weather conditions, which can inhibit scrap metal collections at our facilities and production levels in our facilities. Severe weather conditions can also adversely impact the timing of shipments of our products, the level of manufacturing activity utilizing our products, and retail admissions at our auto parts stores.

We believe CSS operates the only mini-milloperate an EAF steel mill in the Western U.S. that obtainssources substantially all its scraprecycled metal requirements from an integrated metals recycler. CSS's metals recycling and joint venture operations. These operations provide itsour steel mill with a mix of recycled metal grades, which allowsallow the mill to achieve optimum efficiency in its melting operations.

Energy Supply

CSS needs

We require electricity to run itsour steel manufacturing operations, primarily its EAF. CSS purchasesWe purchase electricity under a long-term contract with McMinnville Water & Light (“MW&L”), which in turn relies on the Bonneville Power Administration (“BPA”).Administration. We entered into our current contract with MW&L in October 2011 that will expireexpires in September 2028.

CSS's Our steel manufacturing operationsoperation also needneeds natural gas to runoperate its reheat furnace, which is used to reheat billets prior to runningmoving them through the rolling mill. CSS meetsWe address this demand through a natural gas agreement with a utility provider that obligates CSSus at each month-end to purchase a volume of gas based on itsour projected needs for the immediately subsequent month on a take-or-pay basis priced using published natural gas indices.
Energy We periodically enter third-party contracts that mitigate the effect of changes in index prices on our natural gas cost for a portion of our consumption. The combined electricity and natural gas costs for our steel mill represented 5%approximately 1% of CSS’sour consolidated cost of goods sold in fiscal 2017 and 6% in each of fiscal 20162023, 2022, and 2015.
Backlog
CSS's2021.

Competition

We compete in the U.S. and in Western Canada for the purchase of scrap metal with large, well-financed recyclers of scrap metal, steel manufacturing operations generally shipmills that own metal recycling facilities, and with smaller metals facilities and dealers. We also compete with brokers that buy scrap or recycled metal on behalf of domestic and foreign steel mills. Our auto stores compete for the purchase of end-of-life vehicles with other auto dismantlers, used car dealers, auto auctions, and metals recyclers. In general, the competitive factors impacting the purchase of scrap metal and end-of-life vehicles are the price offered by the purchaser, the proximity of the purchaser to the source of scrap metal and end-of-life vehicles, and the purchaser’s ability to efficiently collect the scrap metal and end-of-life vehicles from certain suppliers’ locations.

Demand for our products within days afteris cyclical in nature and sensitive to general economic conditions, structural and cyclical changes in markets, and other factors. For example, in fiscal 2023, an environment of slower economic growth and activity contributed to weaker market conditions for recycled metals globally, leading to significantly lower average net selling prices for our ferrous and nonferrous products year-over-year. We compete globally for the receiptsale of a purchase order. As of September 30, 2017 and 2016, CSS had a backlog ofprocessed recycled metal to finished steel ordersand other metal product producers. The predominant competitive factors that impact recycled metal sales are price (including duties and shipping cost), reliability of $19 millionservice, product quality, the relative value of the U.S. dollar, and $5 million, respectively.


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Competition
raw material alternatives, including recycled metal substitutes, such as pig iron, direct reduced iron, and hot briquetted iron (all three derived from iron ore), and semi-finished products, such as steel billets. Our ability to compete in certain export markets may be impacted by sanctions and trade actions, such as tariffs, quotas, and other import restrictions, and by licensing and inspection requirements. Further, our ability to sell into certain countries may be subject to product quality requirements. Such restrictions may require us to perform additional processing and packaging of certain recycled nonferrous metal products, as well as engage in increased inspection and certification activities, in order to continue selling into the affected markets.

We also compete for the sale of used auto parts to retail customers with other self-service and full-service auto dismantlers. The auto parts industry is characterized by diverse and fragmented competition and comprises a large number of aftermarket and used auto parts suppliers of all sizes, ranging from large, multinational corporations which serve both original equipment manufacturers and the aftermarket on a worldwide basis to small, local entities which have more limited supply. The main competitive factors impacting the retail sale of auto parts are price, availability and visibility of product, quality, and convenience of the retail stores to customers.

Our ability to process substantial volumes of recycled metal products, our use of advanced processing and separation equipment, the number and geographic dispersion of our locations, our access to a variety of different modes of transportation, and the operating synergies of our integrated platform provide our business with the ability to compete successfully in varying market conditions.

Our primary domestic competitors of CSS for the sale of finished steel products include Nucor Corporation’s manufacturing facilities in Arizona, Utah, and Washington; Gerdau Long Steel North America’s facility in California;Washington, and Commercial Metals Company’s manufacturing facilityfacilities in Arizona. In addition to domestic

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competition, CSS competeswe compete with foreign steel producers, principally located in Asia, Canada, Mexico, and Central and South America, primarily in shorter length rebar and certain wire rod grades. In recent years, a trend of increasing volumes of imported steel products has occurred in CSS's primary domestic markets, driven by global overcapacity in steel-making production and by the relative strength of the U.S. dollar which increases the competitiveness of imports. The principal competitive factors in CSS’sthe steel market currently are price, quality, service, product availability, and the relative value of the U.S. dollar.

Large volumes of low-priced imports have negatively impacted, and have the potential to continue to negatively impact, the ability of CSS to compete.

For more than a decade, CSS'sour steel manufacturing operations,operation, as part of a U.S. industry coalition, has petitioned the U.S. Government under our international trade laws for relief in the form of antidumping and countervailing duties against wire rod and rebar products from a number of foreign countries. Many of those cases have beenwere successful, and as of the start of fiscal 2017,resulting antidumping and countervailing duty orders wereled to a decrease in finished steel imports into our domestic markets from the peak reached in fiscal 2016. Those antidumping and countervailing duty orders remained in effect related to imports of rebar from Belarus, China, Indonesia, Latvia, Mexico, Moldova, Poland and Ukraine; a countervailing duty order was in effect related to imports of rebar from Turkey; antidumping duty orders were in effect related to imports of wire rod from Brazil, China, Indonesia, Mexico, Moldova and Trinidad and Tobago; and a countervailing duty order was in effect related to imports of wire rod from Brazil. During 2017, following a petition by the U.S. domestic industry and successful resolution, new antidumping duty orders were imposed against rebar from Japan, Taiwan and Turkey.

during fiscal 2022. The duties imposed as part of these orders are periodically reassessed through the administrative review process. In addition, the U.S. Government conducts sunset reviews every five years the U.S. government conducts sunset reviews to determine whether revocation of the orders would likely lead to resumption of dumping and subsidization and negatively impact the U.S. domestic industry. Affirmative decisions allow the orders to continue for an additional five years. The nextDuring fiscal 2023, sunset reviews for rebar from Belarus, China, Indonesia, Latvia, Moldova, Poland and Ukraine will be in 2018, and for Mexico and Turkey (fromof the 2014 investigation) will be in 2019. The administrative reviews for rebar from the newest order covering imports from Japan, Taiwan and Turkey will be in 2022. The next sunset reviews for wire rod from all countries will be in 2019.
During fiscal 2017, the antidumping margin on one large Mexican wire rod manufacturer was increased significantly in the administrative review process.
In May 2017, following successful resolution of a petition from the Canadian domestic industry, the Canada Border Services Agency issued antidumping duty orders covering rebar from Belarus, Chinese Taipei, Hong Kong, Japan Portugal and Spain. Along withTaiwan, the current orders againstcountervailing duty order covering rebar from China,Turkey, the antidumping duty orders covering wire rod from Belarus, Italy, Russia, South Africa, South Korea, Spain, Turkey, Ukraine, the United Arab Emirates, and the United Kingdom, and the countervailing duty orders covering wire rod from Italy and Turkey were completed. All reviews resulted in affirmative determinations such that the orders will remain in effect for an additional five years. During fiscal 2024, an additional sunset review covering rebar is likely to be initiated. If the final determination in any of these reviews is to revoke one or more of the orders, imports from those countries could increase which would negatively affect our results of operations, cash flows, and financial position.

There are expectedalso a number of antidumping and countervailing duty orders in effect in Canada covering rebar from many countries that we expect will continue to generally lead to a reduction in the volume of imports into Canada from these countries.

In March 2017, the U.S. domestic steel manufacturing industry filed a new petition targeting wire rod from Belarus, Italy, Korea, Russia, South Africa, Spain, Turkey, Ukraine, the United Arab Emirates and the United Kingdom. The petition alleges dumping of wire rod from all countries, and additional unfair subsidization of wire rod from Italy and Turkey. The U.S. International Trade Commission made an affirmative preliminary injury determination in May and the case is currently with the Department of Commerce for determination of dumping and subsidization margins.

The long-term effectiveness of existing antidumping and countervailing duty orders related to imports of wire rod and rebar products is largely uncertain and is impacted by the level and pricing of imports and the U.S. Government's ability to efficiently identify and respond to violationsGovernment’s assessment of U.S. international trade laws affecting CSS's steel manufacturing operations.

In addition to antidumping and countervailing duty activity,margins as well as its assessment of continued injury to the U.S. industry as part of the sunset review process.

In March 2018, the United States imposed tariffs in the amount of 25 percent and 10 percent on imports of certain steel and aluminum products, respectively. The imposition of the tariffs was the conclusion of an investigation started in April 2017 the U.S. Department of Commerce self-initiated a national security investigation under Section 232(B)232 of the Trade Expansion Act of 1962. The purpose of this law is to provide1962 that allows for an exemption from normal international trade rules if imports of a product or products, are harming national security. Currently, imports from certain countries are exempt from these duties pursuant to various agreements, including quotas. The SecretaryDepartment of Commerce also implemented an exclusion process whereby U.S. entities can request that certain products be excluded from the Section 232 tariffs. We review any exclusion requests relevant to our product line to determine whether an objection might be appropriate. To date, the Biden Administration has 270 days (or until January 2018)allowed most Section 232 duties and procedures to presentremain in place.

Coronavirus Disease 2019 (“COVID-19”)

We are a company operating in a critical infrastructure industry, as defined by the U.S. PresidentDepartment of Homeland Security. Consistent with a reportfederal guidelines and recommendations. If remedieswith state and local orders, we operated across our footprint throughout the COVID-19 pandemic. Following the onset of COVID-19 and its negative effects on our business, most prominently reflected in our fiscal 2020 results, global economic conditions improved beginning in fiscal 2021 and continued to improve through most of fiscal 2022. However, there are imposed on steel imports (such as additional tariffs, quotasongoing global impacts resulting directly or a combinationindirectly from the pandemic, including labor shortages, logistical challenges, and increases in costs for certain goods and services including due to the impact of the two), this could result in a decrease in imports and higher prices for those importsinflation, which are sold into the U.S.


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Strategic Focus
Use of our Operating Platform to Meet Both Domestic and Global Demand
Our operating platform includes a wide-ranging network of locations that allows us to diversifyhave negatively impacted our sales by directly accessing customers domestically and around the world to meet demand for recycled metal wherever it is greatest. Our seven deep water terminal facilities enable us to bulk load large vessels capable of trans-oceanic shipments, thereby allowing us to efficiently ship products globally. We achieve cost efficiencies because we own the majority of these terminal facilities, which reduces the likelihood of berthing delays often experienced by users of unaffiliated terminals, and because we are able to ship bulk cargoes of up to 50,000 tons, which generally have lower freight costs on a per-ton basis than containerized shipments that hold 20 to 30 tons per container. We also use an internal and third-party logistics network to transport both ferrous and nonferrous metals by truck, rail and barge to efficiently meet regional domestic demand in our North American market.
Integrated Operations Maximize Opportunities for Synergies, Cost Efficiencies and Volumes
We have historically focused on, and will continue to emphasize, continuous improvement programs, including productivity initiatives and technology investments which seek to maximize ferrous and nonferrous scrap metal recovery and to improve productivity in our steel manufacturing operations. The objective of these programs is to identify areas in existing processes that could be made more efficient, or where current performance could be improved, and to recommend and implement solutions that could increase revenues or reduce costs by increasing output, recovery and productivity.
In recent years, we undertook a number of productivity improvements and restructuring initiatives designed to reduce operating expenses and improve profitability, including further integration among our operating platforms. In fiscal 2012, we implemented restructuring initiatives which achieved a reduction in annual pre-taxvolumes, operating costs, of $25 million and were completed by the end of fiscal 2013. In fiscal 2014, we implemented productivity improvement and restructuring initiatives which achieved a reduction in annual pre-tax operating costs of $40 million and were completed by the end of fiscal 2015. In fiscal 2015, we initiated and implemented restructuring initiatives including idling underutilized metals recycling assets and closing seven auto parts storesfinancial results to more closely align our business to the prevalent market conditions. We also implemented measures focused on further reducing our annual operating expenses through headcount reductions, reducing organizational layers, consolidating shared services functions and other non-headcount measures. Additional cost savings and productivity improvement initiatives, including additional reductions in personnel, savings from procurement activities, streamlining of administrative and supporting services functions, and adjustments to our operating capacity through additional facility closures, were identified and initiated in fiscal 2016 as an expansion of the fiscal 2015 restructuring initiatives. Together, these fiscal 2015 and 2016 initiatives targeted an improvement in annual pre-tax operating results of approximately $95 million. In fiscal 2017, we achieved the approximately $95 million in combined benefits related to these measures, compared to $78 million and $28 million of benefits in fiscal 2016 and 2015, respectively. In total, we have achieved approximately $160 million in combined annual benefits to operating performance since announcing the initial phase of these cost savings and productivity initiatives at the end of fiscal 2012. See Note 8 - Discontinued Operations and Note 10 - Restructuring Charges and Other Exit-Related Activities in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for further details.
In the fourth quarter of fiscal 2015, we combined our auto parts and metals recycling businesses into a single operating platform, AMR, to further optimize the efficiencies within the platform, enable additional synergies to be captured throughout our supply chain and global sales channel, and more effectively leverage our shared services functions. In the fourth quarter of fiscal 2017, we combined our steel manufacturing operations with our Oregon metals recycling operations, forming CSS, which is intended to enhance our flexibility, generate internal synergies, and enable us to more effectively adjust to market changes across our recycling and steel manufacturing operations. Through our integrated platforms, we seek to generate operational efficiencies through the use of regionally-based supply networks, automation, enhanced logistics, and national commercial market activities.
During fiscal 2017, 2016 and 2015, we spent $45 million, $35 million and $32 million, respectively, on capital improvements. These capital expenditures primarily reflect our significant investments in modern equipment to improve the efficiency and capabilities of our businesses in order to further maximize our economies of scale and to comply with environmental regulations. Our capital expenditures in fiscal 2017 included costs to upgrade our equipment and infrastructure and expand on our investments in environmental and safety-related assets. We currently plan to invest in the range of $55 to $70 million in capital expenditures on similar projects in fiscal 2018, including approximately $20 million on environmental projects.

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Environmentalvarying degrees.

Regulatory Matters

Impact of Legislation and Regulation

Compliance with environmental laws and regulations is a significant factor in our operations. Our businesses are subject to extensive and rapidly evolving local, state, and federal environmental protection, health, safety, and transportation laws and regulations relating to, among others:

The U.S. Environmental Protection Agency (“EPA”);
Remediation under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”);
The discharge of materials and emissions into the air;
The prevention and remediation of soil and groundwater contamination;
The management, treatment, and treatmentdischarge of wastewater and storm water;

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Global climate change;
The treatment,generation, discharge, storage, handling, and/ortransportation, and disposal of solid wastehazardous materials and hazardous waste; andsecondary materials;
The protection of our employees’ health and safety.safety; and
These environmental laws regulate, among other things, the release and discharge of hazardous materials into the air, water and ground; exposure to hazardous materials; and the identification, storage, treatment, handling and disposal of hazardous materials.
Climate change generally.

Environmental legislation and regulations have changed rapidly in recent years, and it is likely that we will be subject to even more stringent environmental standards in the future.

Concern over climate change, including the impact of global warming, has led to significant U.S. and international regulatory and legislative initiatives to limit greenhouse gas (“GHG”) emissions. In 2007, the U.S. Supreme Court ruled that the EPA was authorized to regulate carbon dioxide under the U.S. Clean Air Act. As a consequence, the EPA initiated a series of regulatory efforts aimed at addressing greenhouse gases as pollutants, including finding that GHG emissions endanger public health, implementing mandatory GHG emission reporting requirements, setting carbon emission standards for light-duty vehicles and taking other steps to address GHG emissions. Legislation has also been proposed in the U.S. Congress on multiple occasions to address GHGgreenhouse gas (“GHG”) emissions and global climate change. In August 2022, President Biden signed the Inflation Reduction Act (“IRA”), a bill that, among other things, creates financial incentives intended to combat climate change, including by directly or indirectly discouraging use of oil and natural gas in favor of alternative sources of energy, among other measures. We cannot predict with any certainty at this time how the climate-related measures in the IRA may affect our operations. A number of states, including states in which we have operations and facilities, have considered, are considering, or have already enacted legislation or executive action to develop information on or address climate change and GHG emissions, including state-level “cap and trade” programs and some form of federal climate change legislationrisk and carbon emissions disclosure requirements. For example, new laws in California (i) will require companies doing business in the state with more than $1 billion in total annual revenues to annually disclose Scope 1 and 2 greenhouse gas emissions data starting in 2026 (for the prior financial year, starting on or additional federal regulation is possible. In addition,after January 1, 2025) and Scope 3 emissions starting in 2027 (covering financial years starting on or after January 1, 2026); and/or (ii) will require companies doing business in the state with annual revenues over $500 million to biannually disclose their climate-related financial risks and the measures they have adopted to reduce and adapt to these risks. These actions may potentially inform and/or surpass the climate-related disclosure requirements proposed by the Securities and Exchange Commission (“SEC”).

Currently, we are required to annually report GHG emissions from our steel mill to the State of Oregon Department of Environmental Quality (“ODEQ”) and the EPA. A numberEPA, and our operations in Oregon are subject to or may be impacted by ODEQ regulations, standards, and programs aimed at limiting GHG emissions and toxic air emissions in the state including from large stationary sources such as our steel mill and Portland metals recycling facility. The implementation of other states,such regulations, standards, and programs and any associated costs, including states in whichany operating or capital expenditures, are uncertain, but may be material to our results of operations, cash flows, and financial position. In addition, we have operations and facilities, have considered, are consideringcontinue to incur material capital expenditures to enclose and install additional emission controls for our shredders to meet air emission standards or have already enacted legislation to develop information or addressother regulatory requirements. See “Compliance with existing and future climate change, greenhouse gas, and GHGother air emission laws and regulations may adversely impact our operating results” in Part I, Item 1A. Risk Factors. Our steel mill has an operating permit issued under Title V of the Clean Air Act Amendments of 1990, which governs certain air quality standards. The permit is based on an annual production capacity of approximately 950 thousand tons. The permit was first issued in 1998 and has since been renewed multiple times, most recently in April 2020 extending the permit through April 1, 2025. By letter dated June 22, 2023, ODEQ notified us that it intended to reopen our Title V permit for the steel mill for the purpose of incorporating the emissions as well.

of a third-party contractor that has operated on a portion of the site for decades. We have objected to such action and are engaged in discussions with ODEQ.

Federal, state, and local regulators have increased their focus on metals recycling and auto dismantling facilities that has or could lead to new or expanding regulatory requirements. For example, the California Department of Toxic Substances Control (“DTSC”) has increased its enforcement actions and sought to impose additional permitting and regulatory requirements on the metals recycling industry in the state that has resulted in increased, and could in the future further increase, operating and compliance costs and require additional capital expenditures. In addition, in July 2021, the EPA issued an enforcement alert reflecting a national enforcement initiative in conjunction with state regulators focused on Clean Air Act compliance at metal recycling facilities that operate auto and scrap metal shredders. While we believe we are an industry leader in air emission controls and have been working with state and local regulators on compliance and permitting matters, we have in the past and may in the future be subject to enforcement actions or litigation by regulators or private parties that could result in additional penalties, compliance requirements, or capital investments. See Part I, Item 3. Legal Proceedings of this report.

The U.S. Federal Government and state and local regulators are also emphasizing efforts to strengthen environmental compliance and enforcement, including with respect to clean-up actions under superfund and hazardous waste laws, in overburdened communities that may be disproportionately impacted by adverse health and environmental effects. On September 10, 2021, U.S. EPA Region 9 and the California Environmental Protection Agency announced a joint effort to expand environmental enforcement in overburdened California communities. These initiatives could result in increased enforcement, compliance, and clean-up costs, including increased capital expenditures, at our facilities located at or near such communities.

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Although our objective is to maintain compliance with applicable environmental laws and regulations, we have, in the past, been found to be not in compliance with certain environmental laws and regulations and have incurred liabilities, expenditures, fines, and penalties associated with such violations.violations of certain of these laws and regulations. In December 2000, for example, we were notified by the EPA that we are one of the potentially responsible parties that owns or operates, or formerly owned or operated, sites which are part of or adjacent to the Portland Harbor Superfund site (see(“Portland Harbor”). Further, we have been notified that we are or may be a potentially responsible party at sites other than Portland Harbor currently or formerly owned or operated by us or at other sites where we may have responsibility for such costs due to past disposal or other activities. Storm water regulation and compliance is also the subject of regulatory oversight and has resulted and is expected in the future to result in increased operating costs and capital expenditures.

See further discussion in Risk Factorsof Portland Harbor and other environmental-related matters in Part I, Item 1A1A. Risk Factors and Note 910 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report). In fiscal 2017,report.

We incurred capital expenditures related to environmental projects were $17of $33 million, $35 million, and $21 million in fiscal 2023, 2022, and 2021, respectively, and we expect to spend up to $20approximately $35 million on capital expenditures related to environmental projects in fiscal 2018.

2024.

Indirect Consequences of Recent or Future Legislation and Regulation

Future

Recent or future legislation or increased regulation regarding climate change and GHG emissions could impose significant costs on our business and our customers and suppliers, including increased energy, capital equipment, emissions controls, environmental monitoring and reporting, information technology systems, and other costs in order to comply with laws and regulations concerning and limitations imposed on climate change and GHG emissions. The potential costs of allowances, taxes, fees, offsets, or credits that may be part of “cap and trade” programs or similar future legislative or regulatory measures are still uncertain.uncertain, and the future of these programs or measures is unknown. Any adopted future climate change and GHG laws or regulations could negatively impact our ability (and that of our customers and suppliers) to compete with companies situated in areas not subject to or complying with such limitations.requirements. Furthermore, even without such laws or regulations, increased awareness and any adverse publicity in the global marketplace about the GHGs emitted by companies in the metals recycling and steel manufacturing industries could harm our reputation and reduce customer demand for our products.

GHG legislation and regulation is alsoare expected to have an effect on the future price of transportation fuels, natural gas used in the manufacturing process including at our steel mill, and electricity, especially whenelectricity generated using carbon-based fuels. Since the electricity supply for CSSour steel mill includes a significant element of hydro-generated production CSS’swhich is not subject to GHG legislation and regulation, its energy costs are less likely to be impacted than those of competitors using electricity generated by carbon-based fuels. In addition, demand for scraprecycled metal may increase as a result offrom mills with blast furnaces seekingas they seek to maximize the scraprecycled metal component of raw material infeed, as melting scrap metal involveswhich requires less energy than is required for melting iron ore.


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Since

Because the use of recycled iron and steel instead of iron ore to make new steel results in savings in the consumption of energy, virgin materials, and water and reduces mining wastes and other harmful environmental impacts, we believe our recycled metal products and recycling services position us to be more competitive in the future for business from companies wishing to reduce their carbon footprint and impact on the environment. In addition, the EAF at our EAFsteel mill generates significantly less GHG emissions than traditional blast furnaces.

Physical Impacts of Climate Change on Our Costs and Operations

There has been public discussion that climate change may be associated with higher temperatures, lower snowpack, drier forests, rising sea levels as well as extreme weather events and conditions such as more intense hurricanes, thunderstorms, tornadoes, wildfires, and snow or ice storms. For instance, although the impact on our operations was not significant, certain of our facilities in Puerto Rico have experienced damage due to hurricanes, including as a result of Hurricane Fiona in September 2022, and certain of our facilities in California, Oregon, and Washington were briefly closed in September 2020 due to poor air quality as a result of wildfires. Extreme weather conditions may increase our costs or cause damage to our facilities, and any damage resulting from extreme weather may not be fully insured. As many of our recycling facilities are located near deep waterdeepwater ports, significantly rising sea levels may disrupt our ability to receive scrap metal, process the scrap metal through our mega-shreddersshredders, and ship productproducts to our customers. Periods of extended adverse weather conditions may inhibit the supply ofconstruction activity utilizing our products, scrap metal inflows to AMR and CSS. In addition, sustained periods of increased temperature levels in the summer in areas where our recycling facilities, retail auto parts operations are located could result in less customer traffic, thus resulting in reduced admissions and parts sales.

sales at our auto parts stores, and provision of our recycling services. Potential adverse impacts from climate change, including rising temperatures and extreme weather events and conditions, may create health and safety issues for employees operating at our facilities and may lead to an inability to maintain standard operating hours.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Human Capital Resources

Employees

We hire employees from across the United States, Puerto Rico, and Canada and have employees residing in all states, territories, and provinces in which we operate. We aim to offer a competitive compensation package and suite of benefits that align our employees with the interests of our strategic long-term growth and our customers, communities, and shareholders. As of September 30, 2017,August 31, 2023, we had 3,1833,353 full-time employees, consisting763 of 2,464 employees at AMR, 546 employees at CSS and 173 corporate administrative and shared services employees. Of these employees, 665whom were covered by collective bargaining agreements. The Cascade Steel Rolling Mills contract withOf our full-time employees as of August 31, 2023, approximately 95% resided in the United Steelworkers of America, which covers 289 of these employees, was renewed and ratified in April 2016 and will expire on March 31, 2019. States.

Engagement

We believe employee engagement contributes significantly to our operational performance, achievement of our strategic goals, and the growth and development of our employees. Our leaders sponsor and, in many cases, lead employee engagement initiatives focusing on diversity, equity, inclusion, volunteering, community involvement, and job satisfaction. For example, our numerous Employee Resource Groups aim to broaden awareness of the diverse characteristics of our workforce and others, and we often survey our employees to gain feedback about our culture, employee experience, and leadership behaviors. In July 2023, for the third consecutive year, we were recognized as a certified Great Place to Work®. Achieving this prominent designation followed an all-employee Trust Index Survey process which had requested the views and beliefs of our employees.

Health & Safety

Safety is one of our core values. Our approach to safety is proactive and focuses on active leadership, fostering care and engagement, risk and hazard identification, training, frequent verification of the controls associated with higher-risk processes, applying what we learn from incidents, and using data to analyze and obtain insights to help reduce injuries and incidents. Creating a positive health and safety culture takes time and visible leadership that demonstrates care and concern for the health and safety of our employees.

We regularly track and evaluate numerous leading indicators, which are proactive, preventive, and predictive measures that provide information about the effective performance of our health and safety systems, processes, and critical controls, and which allow us to take preventive action to address lapses or hazards before they turn into an incident. Leading indicators that we use in generalconnection with our labor relationshealth and safety programs include employee training and attendance, workplace inspections, corrective action closure rates, hazard response time analysis, and frequency and quality of layered safety observations conducted at all levels of the organization.

We also track health and safety performance using industry-standard metrics including but not limited to the following:

Total Case Incident Rate (“TCIR”)
Days Away, Restricted, or Transferred (“DART”) Rate
Lost Time Incident Rate (“LTIR”)

We work continuously to improve all aspects of our health and safety performance. Our safety strategy emphasizes the prevention of serious injuries and fatalities, works toward achieving zero injuries, and empowers employees to cultivate personal safety leadership. With zero injuries as our ultimate aspiration, we are good.working toward a near-term goal of a 1.00 TCIR by the end of fiscal 2025 (one recordable injury per 200,000 working hours). In fiscal year 2023, we observed fluctuations in our lagging safety indicators. While there was a year-over-year increase in recordable injuries and associated rates in fiscal 2023, we also observed an overall decrease in the severity and number of significant injuries. Enhanced safety engagements counterbalanced these fluctuations, increased hourly participation in workplace observations, and improved incident learning and communications practices, reflecting our commitment to ongoing safety improvement.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Ethics

Our employees, both union and non-union, participate in annual training on our Company’s Core Values of Safety, Sustainability, and Integrity, which includes instruction on our Code of Conduct and ethical behavior. The training includes important topics such as reporting misconduct, prohibition against retaliation, diversity, equity, and inclusion, and the Company's sustainability program. We also provide training to employees regarding unconscious bias. We empower employees to raise issues and concerns regarding compliance with our Code of Conduct, Company policies, and the law by offering multiple reporting channels, including a third-party, confidential, multi-lingual misconduct reporting system where employees may choose to remain anonymous. We investigate all reports received through actionable channels. In addition to our Code of Conduct and related training, we have a comprehensive Anticorruption Program, inclusive of an overarching Anticorruption Policy available to all employees that details prohibitions against bribery, money laundering, and engaging with terrorists or other sanctioned entities, as well as internal controls. The broader program includes third-party vetting and monitoring, contract provisions, and employee engagement and training.

For the ninth consecutive year, we were named one of the 2023 World’s Most Ethical Companies by the Ethisphere Institute. This award is given to companies that foster a culture of ethics and transparency at every level of the company by demonstrating leadership across five key categories: ethics and compliance programs; environmental and societal impacts; culture of ethics; governance; and leadership and reputation. Through the annual process of applying for this award and analyzing our scores across all categories, we gain significant insight into current best practices and can plan and implement improvements to our Company-wide communications, training programs, and other initiatives to enhance our culture.

Executive Officers of the Company

The executive officers of the Company are elected each year at the organizational meeting of the Board of Directors, which follows the annual meeting of the shareholders, and at other Board of Directors meetings, as appropriate.

At October 25, 2023, the executive officers of the Company were as follows:

Name

Age

Office

Tamara L. Lundgren

66

Chairman, President and Chief Executive Officer(1)

Richard D. Peach

60

Executive Vice President and Chief Strategy Officer(2)

Stefano R. Gaggini

52

Senior Vice President and Chief Financial Officer(3)

Steven G. Heiskell

54

Senior Vice President and President, Recycling Products & Services(4)

Brian Souza

54

Senior Vice President and Chief Operations Management Officer(5)

James Matthew Vaughn

51

Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary(6)

Erich D. Wilson

55

Senior Vice President, Chief Human Resources Officer and Chief of Corporate Operations(7)

Mark Schuessler

44

Vice President and Chief Accounting Officer(8)

(1)
Ms. Lundgren was appointed President and Chief Executive Officer in December 2008 and was appointed Chairman of the Board of Directors in March 2020.
(2)
Mr. Peach was appointed Senior Vice President and Chief Financial Officer in December 2007. Mr. Peach also served as Chief of Corporate Operations from September 2016 until March 2020 and was appointed Executive Vice President, Chief Financial Officer and Chief Strategy Officer in March 2020. Mr. Peach was appointed Executive Vice President and Chief Strategy Officer effective September 1, 2022.
(3)
Mr. Gaggini served as Vice President, Corporate Controller and Chief Accounting Officer from December 2013 until September 2018. Mr. Gaggini then served as Vice President, Deputy Chief Financial Officer and Chief Accounting Officer from September 2018 until August 2022. Mr. Gaggini was appointed to Senior Vice President and Chief Financial Officer effective September 1, 2022.
(4)
Mr. Heiskell served as Senior Vice President and Co-President of the Auto and Metals Recycling business from April 2015 until March 2020. Mr. Heiskell was appointed Senior Vice President and President, Recycling Products & Services in March 2020.
(5)
Mr. Souza served as a Regional Director from August 2013 until May 2015. Mr. Souza then served as Chief Business Officer & Vice President of Ferrous Sales from May 2015 until April 2020. Mr. Souza then served as Vice President and Chief of Ferrous Sales & Trading from April 2020 until June 2023. Mr. Souza was appointed Senior Vice President and Chief Operations Management Officer effective June 26, 2023.
(6)
Mr. Vaughn was appointed Senior Vice President, General Counsel and Corporate Secretary effective September 1, 2022 and Chief Compliance Officer effective January 6, 2023. Prior to joining the Company, Mr. Vaughn served in various executive positions at Par Pacific Holdings, Inc., an oil and gas exploration and production company, from July of 2014 through August of 2022.
(7)
Mr. Wilson served as Director, Human Resource Operations from August 2015 until March 2020. Mr. Wilson was appointed Senior Vice President, Chief Human Resources Officer and Chief of Corporate Operations in March 2020.
(8)
Mr. Schuessler has served in various roles in the Company's SEC Reporting and Technical Accounting department since joining the Company in November of 2011. He then served as Vice President, Accounting and Reporting from April 2021 until August 2022. Mr. Schuessler was appointed Vice President and Chief Accounting Officer effective September 1, 2022.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Available Information

Our internetInternet website address is www.schnitzersteel.comwww.radiusrecycling.com. The content of our website is not incorporated by reference into this Annual Report on Form 10-K. We make available on our website, free of charge, under the caption “Investors – SEC Filings” our annual reportsreport on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports as soon as reasonably practicable after electronically filing with or furnishing such materials to the Securities and Exchange Commission (“SEC”) pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934.

Also available on our website are our definitive Proxy Statements and ownership reports pursuant to Section 16(a) of the Securities Act of 1933. Copies of these filings may also be obtained from the SEC’s website (www.sec.gov).

We may use our website as a channel of distribution offor distributing material Company information. Financial and other material information regarding our Company is routinely posted on and accessible athttp://www.schnitzersteel.com/ www.radiusrecycling.com/investors.aspx. In addition, youYou may automaticallyregister your e-mail under the caption “Investors – E-mail Alerts” to receive e-mail alerts and other information aboutnotifications of new company information.

The content of our Companywebsite is not incorporated by visiting the “E-mail Alerts” section at http://www.schnitzersteel.com/investors.aspx and registering your email address.


reference into this Annual Report on Form 10-K.

ITEM 1A. RISK FACTORS

Described below are risks, which are categorized as “Risk Factors Relating to Our Business,” “Risk Factors Relating to the Regulatory Environment”Environment,” and “Risk Factors Relating to Our Employees,” that could have a material adverse effect on our results of operations, financial condition, and cash flows or could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this Annual Report. See “Forward-Looking Statements” that precedes Part I of this report. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial may in the future have a material adverse effect on our results of operations, financial condition, and cash flows.

Risk Factors Relating to Our Business

Potential costs related to the environmental cleanup of Portland Harbor may be material to our financial position and liquidity

In December 2000, we were notified by the EPAUnited States Environmental Protection Agency (“EPA”) under CERCLAthe Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) that we are one of the potentially responsible parties (“PRPs”) that owns or operates or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site (the “Site”). The precise nature and extent of any cleanup of the Site, the parties to be involved, the timing of any specific remedial action and the allocation of the costs for any cleanup among responsible parties have not yet been determined. The process of site investigation, remedy selection, identification of additional PRPs and allocation of costs has been underway for a number of years, but significant uncertainties remain. It is unclear to what extent we will be liable for environmental costs or natural resource damage claims or third party contribution or damage claims with respect to the Site.

While we participated in certain preliminary Site study efforts, we were not party to the consent order entered into by the EPA with certain other PRPs, referred to as the “Lower Willamette Group” (“LWG”), for a remedial investigation/feasibility study (“RI/FS”). During fiscal 2007, we and certain other parties agreed to an interim settlement with the LWG under which we made a cash contribution to the LWG RI/FS. The LWG has indicated that it had incurred over $115 million in investigation-related costs over an approximately ten year period working on the RI/FS. Following submittal of draft RI and FS documents which the EPA largely rejected, the EPA took over the RI/FS process.

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We have joined with approximately 100 other PRPs, including the LWG members, in a voluntary process to establish an allocation of costs at the Site, including the costs incurred by the LWG in the RI/FS process. The LWG members have also commenced federal court litigation, which has been stayed, seeking to bring additional parties into the allocation process.
In January 2008, the Natural Resource Damages Trustee Council (“Trustees”) for Portland Harbor invited us and other PRPs to participate in funding and implementing the Natural Resource Injury Assessment for the Site. Following meetings among the Trustees and the PRPs, a funding and participation agreement was negotiated under which the participating PRPs agreed to fund the first phase of the natural resource damage assessment. We joined in that Phase I agreement and paid a portion of those costs. We did not participate in funding the second phase of the natural resource damage assessment.
A former Trustee, the Confederated Tribes and Bands of the Yakama Nation, which withdrew from the council in 2009, filed a suit on January 30, 2017 against approximately 30 parties, including us, seeking reimbursement of certain past and future response costs in connection with remedial action at the Site and recovery of assessment costs related to natural resources damages from releases at and from the Site to the Multnomah Channel and the Lower Columbia River. We intend to defend against such claims and do not have sufficient information to determine the likelihood of a loss in this matter or to estimate the amount of damages being sought or the amount of such damages that could be allocated to us.
Estimates of the cost of remedial action for the cleanup of the in-river portion of the Site in various drafts of the FS and in the EPA’s final FS issued in June 2016 have varied widely, from approximately $170 million to over $2.5 billion (net present value), depending on the remedy alternative and a number of other factors. In addition, we and certain other stakeholders have identified a number of serious concerns regarding the EPA's risk and remedial alternatives assessments and the EPA's cost estimates, scheduling assumptions and conclusions regarding the feasibility, effectiveness and assignment of remediation technologies, including that the EPA’s FS was based on data that are more than a decade old and may not accurately represent site or background conditions.
Harbor. In January 2017, the EPA issued a Record of Decision (“ROD”) that identified the selected remedy for the Site. The selected remedy is a modified version of one of the alternative remedies in the EPA’s FS that expands the scope of the cleanup and has an estimated cost which is significantly more than the Proposed Plan identified by the EPA in the final FS.Portland Harbor. The EPA has estimated the total cost of the selected remedy at $1.7 billion with a net present value cost of $1.05 billion (at a 7% discount rate) and an estimated construction period of 13 years following completion of the remedial designs. In the ROD, the EPA stated that the cost estimate is an order-of-magnitude engineering estimate that is expected to be within +50% to -30% of the actual project cost and that changes in the cost elements are likely to occur as a result of new information and data collected during the engineering design. We have identified a number of concerns regardingAccordingly, the EPA's estimatedfinal cost may differ materially from that set forth in the ROD. The ROD provided only site-wide cost estimates and time requireddid not provide sufficient detail to estimate costs for the selected remedy. Because of questions regarding cost-effectiveness and other concerns, such as technical feasibility, use of stale data and the need for new baseline data, it is uncertain whether the ROD will be implemented as issued.specific sediment management areas within Portland Harbor. In addition, the ROD doesdid not determine or allocate the responsibility for remediation costs.
Incosts among the ROD, the EPA acknowledged that the assumptions used to estimate costsPRPs. Except for the selected remedy were developed based on the existing data and will be finalized during the remedial design, after design level data to refine the baseline conditionscertain early action projects in which we are obtained. Moreover, the ROD provides only Site-wide cost estimates and does not provide sufficient detail or ranges of certainty and finality to estimate costs for specific sediment management areas. Accordingly, the EPA has indicated and we anticipate that additional pre-remedial design investigative work, such as new baseline sampling and monitoring, will be conducted in order to provide a re-baseline and delineate particular remedial actions for specific areas within the Site. This re-baselining will need to occur prior to proceeding with the next phase in the process which is the remedial design. The remedial design phase is an engineering phase during which additional technical information and data will be collected, identified and incorporated into technical drawings and specifications developed for the subsequent remedial action. The EPA is seeking a new coalition of PRPs to perform the re-baselining and remedial design activities. We are considering whether to become a party to a new Administrative Order on Consent to perform such pre-remedial design investigativeinvolved, remediation activities if an acceptable consent order can be finalized. We do not believe that our share of the costs of performing such work would be material, and we believe that such costs would be allocable and that they would be reimbursable under the insurance policies discussed below.
Remediation activitiesat Portland Harbor are not expected to commence for a number of yearsyears. Moreover, those activities are expected to be sequenced, and responsibility for implementingthe order and funding the remedy will be determinedtiming of such sequencing has not been determined. We have joined with approximately 100 other PRPs in a separate allocation process. Whilevoluntary process to establish an allocation process is currently underway as discussed above,of costs at Portland Harbor. We expect the EPA's ROD has raised questions and uncertainty as to when and how that allocation process will proceed. We would not expectnext major stage of the allocation process to proceed until after additional pre-remedialin parallel with the remedial design dataprocess. In addition to the remedial action process overseen by the EPA, the Portland Harbor Natural Resource Trustee Council (“Trustee Council”) is collected.
assessing natural resource damages at Portland Harbor. We are working with the Trustee Council to finalize an early settlement of our alleged natural resource damage liability at Portland Harbor. Our environmental liabilities as of August 31, 2023 and 2022 included $5 million and $6 million, respectively, relating to the Portland Harbor matters described above. Because the final remedial actions have not yet been designed and there has not been a determination of the specific remediation actions that will be required,allocation among the amountPRPs of natural resource damages or how the costs of the investigations and any remedy and natural resource damages will be allocated among the PRPs,or remedial action costs, we believe it is not possible to reasonably estimate the amount or range of costs which we are likely to or which it is reasonably possible that we will incur in connection with the Site,Portland Harbor, although such costs could be material to our financial position, results of

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operations, cash flows, and liquidity. Among the facts currently being developedevaluated are detailed information on the history of ownership of and the nature of the uses of and activities and operations performed on each property within the Site,Portland Harbor, which are factors that will play a substantial role in determining the allocation of investigation and remedy costs among the PRPs. We have insurance policies that we believe will provide reimbursement for costs we incur for defense, remediationremedial design, remedial action, and mitigation for or settlement of natural resource damages claims in connection with Portland Harbor. Most of these policies jointly insure us and MMGL, LLC (“MMGL”), an unaffiliated company, as the Site, although there is no assurance that thosesuccessor to a former subsidiary. We and MMGL have negotiated the settlement with certain insurers of claims against us related to Portland Harbor, continue to seek settlements with other insurers, and formed two Qualified Settlement Funds (“QSFs”) which became operative in fiscal 2020 and the second quarter of fiscal 2023, respectively, to hold such settlement amounts until funds are needed to pay or

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

reimburse costs incurred by us and MMGL in connection with Portland Harbor. These insurance policies willand the funds in the QSFs may not cover all of the costs which we may incur.

The Oregon Department of Environmental Quality is separately providing oversight of our investigations and source control activities at various sites adjacent to Portland Harbor that are focused on controlling any current “uplands” releases of contaminants into the Willamette River. We have accrued liabilities for source control and related work at two sites, reflecting estimated costs of primarily investigation and design, which costs have not been material in the aggregate to date. No liabilities have been established in connection with investigations for any other sites because the extent of contamination, required source control work, and our responsibility for the contamination and source control work, in each case if any, have not yet been determined. In addition, pursuant to our insurance policies, we are being reimbursed for the costs we incur for required source control evaluation and remediation work.

Significant cash outflows in the future related to the SitePortland Harbor could reduce the amount of our borrowing capacity that could otherwise be used for investment in capital expenditures, acquisitions, dividends, and share repurchases and acquisitions.repurchases. Any material liabilities or cash expenditures, net of recoveries, incurred in the future related to the SitePortland Harbor could result in our failure to maintain compliance with certain covenants in our debt agreements. See “Contingencies – Environmental” in Note 9 –10 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for further detail on these matters.

Goodwill impairment charges may adversely affect our operating results

Goodwill represents the excess purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. As of August 31, 2023 and 2022, we had $229 million and $255 million, respectively, of goodwill on our balance sheet. We test the goodwill balances allocated to our reporting units for impairment on an annual basis and when events occur or circumstances change that indicate that the fair value of one or more of our reporting units with allocated goodwill may be below its carrying amount. When testing goodwill for impairment, we may be required to measure the fair value of the reporting units as of a particular measurement date in order to determine the amount of impairment, if any. Market prices of our reporting units are not readily available; therefore, we typically estimate the fair value of reporting units with allocated goodwill using an income approach based on the present value of expected future cash flows, including terminal value, utilizing a market-based weighted average cost of capital (“WACC”) determined separately for each applicable reporting unit. The determination of fair value under this income approach involves the use of estimates and assumptions, including regarding revenue growth rates driven by future ferrous and nonferrous commodity price and sales volume expectations, gross margins, selling, general, and administrative expense relative to total revenues, capital expenditures, working capital requirements, discount rate (WACC), tax rate, terminal growth rate, benefits associated with a taxable transaction, and synergistic benefits available to market participants. In addition, to corroborate a reporting unit’s income approach valuation, as well as to estimate the fair value of our other reporting units, including those with no allocated goodwill, we use a market approach based on earnings multiple data, and we perform a reconciliation of our estimate of the aggregate fair value of all reporting units to our market capitalization, including consideration of a control premium. Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in the estimates and assumptions described above. Furthermore, we estimate the fair value of our reporting units as of a particular measurement date, most recently as of our fiscal 2023 annual goodwill impairment test date of July 1, 2023, based on information available to management as of the measurement date. Therefore, the impact of, for example, changes in market conditions after the measurement date may not be fully captured in management’s estimates and assumptions reflected in the fair values as of the measurement date.

As of our fiscal 2023 annual goodwill impairment test date of July 1, 2023, we performed the quantitative goodwill impairment test for three of our reporting units with allocated goodwill, and we recorded an impairment charge of $39 million, representing a portion of the carrying amount of goodwill allocated to one reporting unit. A lack of recovery or further deterioration in market conditions for recycled metals from current levels, a sustained trend of weaker than anticipated financial performance for the reporting units with allocated goodwill, including the pace and extent of operating margin and volume recovery, a lack of recovery or further decline in our share price from current levels for a sustained period, or an increase in the market-based WACC, among other factors, could significantly impact our impairment analysis and may result in future goodwill impairment charges that, if incurred, could have a material adverse effect on our financial condition and results of operations. See Note 8 - Goodwill and Other Intangible Assets, net in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report.

Equipment upgrades, equipment failures, and facility damage may lead to production curtailments or shutdowns

Our business operations and recycling and manufacturing processes depend on critical pieces of equipment, including information technology equipment, shredders, nonferrous sorting technology, furnaces, and a rolling mill, which may be out of service occasionally for scheduled upgrades or maintenance or as a result of unanticipated failures or events. Our facilities are subject to equipment failures and the risk of catastrophic loss due to unanticipated events such as mechanical failures, fires, earthquakes, accidents, or violent weather conditions. For instance, although the impact on our operations as a result of natural disasters has not been significant to date, certain of

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our facilities in Puerto Rico have experienced damage due to hurricanes, including as a result of Hurricane Fiona in September 2022, and certain facilities in California, Oregon, and Washington were briefly closed in September 2020 due to poor air quality as a result of wildfires. Additionally, we experienced a fire at our Cascade Steel Rolling Mills in McMinnville, Oregon in May 2021 as well as at our metals recycling facility in Everett, Massachusetts in December 2021. Direct physical loss or damage to property from these incidents was limited to the mill’s melt shop in the case of the steel mill and to the shredder building and equipment in the case of the Everett recycling facility, with no bodily injuries and no physical loss or damage to other buildings or equipment. With respect to the Everett facility shredder fire, on January 28, 2022, shredding operations at the facility began ramping up following the replacement and repairs to shredder equipment that had been damaged. In addition, shredding operations temporarily ceased at the facility on June 18, 2022, and, following discussions with the Massachusetts Department of Environmental Protection and the Massachusetts Attorney General’s office, we installed a temporary emission capture system and controls that allowed for the resumption of shredding operations on November 11, 2022, and for continued operation during the repair and replacement of the shredder enclosure building. Non-shredding operations at the facility continued during this period. The repair and replacement of most property that experienced physical loss or damage, primarily buildings and improvements, was substantially completed by the end of our fiscal 2023. While we carry insurance that we anticipate will cover repair and replacement of property that experienced physical loss or damage and business income losses resulting from these fires, as discussed in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, our insurance coverage is subject to deductibles, and various conditions, exclusions, and limits. Moreover, our insurance coverage may be unavailable or insufficient to protect us against losses in the case of future events. In addition, insurance may not continue to be available in the future on acceptable terms or at acceptable costs. Interruptions in our processing and production capabilities and shutdowns resulting from unanticipated events also could disrupt customer and supplier relationships and could have a material adverse effect on our financial condition, results of operations, and cash flows.

Failure to realize or delays in realizing expected benefits from capital projects, including investments in processing and manufacturing technology improvements and information technology systems, may impact our financial condition, operating results, and cash flows

We may engage in capital projects based on the forecasted project economics, political and regulatory environments, and the expected return on the capital to be employed in the project. Large-scale projects may take many years to complete, during which time the political and regulatory environment or other market conditions may change from our forecast. For example, we make significant investments in processing and manufacturing technology improvements and other information technology systems aimed at increasing the efficiency and capabilities of our businesses and to maximize our economies of scale. Completion of and realization of the benefits from such improvements may be subject to many factors including, but not limited to, permitting, construction, equipment delivery, commissioning and ramp up, environmental compliance, and technology performance risks, some of which are outside our control and could result in further delays in such projects or require us to incur additional costs. Vendors may be unable to deliver on their commitments and permitting agencies may be delayed in issuing necessary permits which can cause construction, commissioning, and ramp-up time to take significantly longer than expected. For example, we have experienced some delays in construction activities and equipment deliveries related to our capital projects, and to the time required to obtain permits from government agencies, resulting in the deferral of certain capital expenditures and in the timing of realization of the anticipated benefits of the technology improvements. We have also experienced increased commissioning and ramp-up times on some projects. Failure to realize or delays in realizing the anticipated benefits and to generate adequate returns on such capital projects may have a material adverse effect on our financial condition, results of operations, and cash flows.

We operate in industries that are cyclical and sensitive to general economic conditions, which could have a material adverse effect on our operating results, financial condition, and cash flows

Demand for most of our products is cyclical in nature and sensitive to general economic conditions. The timing and magnitude of the cycles in the industries in which our products are used, including global steel manufacturing and residentialnonresidential and infrastructure construction in the U.S., are difficult to predict. The cyclical nature of our operations tends to reflect and be amplified by changes in economic conditions, both domestically and internationally, the effects of inflation, changes in interest rates, and foreign currency exchange fluctuations. TheIncreasing interest rates, both domestically and internationally, could lead to slowdowns in global investment and production, resulting in reduced generation of scrap and decreased demand for our products. For example, export net selling prices for recycled ferrous metal decreased by approximately $230 per ton, or approximately 40%, between May and June 2022, reflecting weaker demand primarily from slower global growth, including due to the impact of recent political events, such asCOVID-19 lockdowns in China, inflationary pressure including high energy prices, the United Kingdom referendumstrength of the U.S. Dollar, and steel inventory destocking. Similarly, market demand for most recycled nonferrous metals softened beginning in May 2022 resulting in selling prices declining sharply for a period followed by a partial recovery near the end of fiscal 2022. During fiscal 2023, we experienced periods of market recovery, but market conditions for recycled metals were weaker overall in comparison to exit the European Union declaredfiscal 2022. In addition, in June 2016, on global economic conditions is currently uncertain.fiscal 2022 and 2023, increasing inflation impacted our operating costs, including, but not limited to, employee compensation costs and certain costs of production. Economic downturns

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or a prolonged period of slow growth in the U.S. and foreign markets or any of the industries in which we operate could have a material adverse effect on our results of operations, financial condition, and cash flows.

Instability

Changing conditions in internationalglobal markets including the impact of sanctions and tariffs, quotas, and other trade actions and import restrictions may adversely affect our business,operating results, financial positioncondition, and results of operations

cash flows

We generate a substantial portion of our revenues from sales to customers located outside the U.S., including countries in Asia, the Mediterranean region, and North, Central, and South America. In each of the last three years, exports comprised approximately 55 to 66 percent of our ferrous sales volumes and 57 to 63 percent of our nonferrous sales volumes. Our ability to sell our products profitably, or at all, tointo international markets is subject to a number of risks including adverse impacts of political, economic, military, terrorist, or major pandemic events; local labor and social issues; legal and regulatory requirements or limitations imposed by foreign governments including quotas, tariffs, or other protectionist trade barriers, sanctions, adverse tax law changes, nationalization, currency restrictions, or import restrictions for certain types of products we export; and disruptions or delays in shipments caused by customs compliance or other actions of government agencies.

The occurrence of such events and conditions may adversely affect our operating results, financial condition, and cash flows.

For example, in fiscal 2017, regulators in China began implementing the National Sword initiative involving inspections of Chinese industrial enterprises, including recyclers, in order to identify rules violations with respect to discharge of pollutants or illegally transferred scrap imports. The scope ofRestrictions resulting from the National Sword initiative which could include import bansa ban on certain imported recycled products, is still being developed. Basedlower contamination limits for permitted recycled materials, and more comprehensive pre- and post-shipment inspection requirements. Disruptions in pre-inspection certifications and stringent inspection procedures at certain Chinese destination ports have limited access to these destinations and resulted in the renegotiation or cancellation of certain nonferrous customer contracts in connection with the redirection of such shipments to alternate destinations. Commencing July 1, 2019, China imposed further restrictions in the form of import license requirements and quotas on certain scrap products, including certain nonferrous products we sell. Chinese import licenses and quotas are issued to Chinese scrap consumers on a quarterly basis for the most current information available, weimportation of scrap products. Since the implementation of this program, the size of import quotas has been steadily reduced on a quarter-over-quarter basis. We have continued to sell our recycled metal products into China; however, additional or modified license requirements and quotas, as well as additional product quality requirements, may be issued in the future. We believe that athe potential impact on our recycling operations of the Chinese regulatory actions described above could include requirements that would necessitate additional processing and packaging of certain nonferrous recycled scrapnonferrous metal products, priorincreased inspection and certification activities with respect to exportexports to China, or a change in the use of our sales channels in the event of delays in the issuance of licenses, restrictive quotas, or an outright ban on certain or all of our recycled metals products by China. If necessary to address additionalAs regulatory developments progress, we may assess the potential forneed to make further investments in nonferrous processing equipment beyond existing planned investments where economically justified.

The occurrence of such eventsjustified, incur additional costs in order to comply with new inspection requirements, or seek alternative markets for the impacted products, which may result in lower sales prices or higher costs and conditions may adversely affectimpact our business financial position andor results of operations.

In March 2018, the U.S. imposed a 25 percent tariff on certain imported steel products and a 10 percent tariff on certain imported aluminum products under Section 232 of the Trade Expansion Act of 1962. Currently, imports from certain countries are exempt from these duties pursuant to various agreements, including quotas. These tariffs, along with other U.S. trade actions, have triggered retaliatory actions by certain affected countries, and other foreign governments may impose trade measures on other U.S. goods in the future. For example, China has imposed a series of retaliatory tariffs on certain U.S. products, including a 25 percent tariff on all grades of U.S. scrap and an additional 25 percent tariff on U.S. aluminum scrap. These tariffs and other trade actions could result in a decrease in international steel demand and negatively impact demand for our products, which would adversely impact our business. Given the uncertainty regarding the scope and duration of these trade actions by the U.S. or other countries, the impact of the trade actions on our operations or results remains uncertain, but this impact could be material.

Increases in the value of the U.S. dollar relative to other currencies may reduce the demand for our products

A significant portion of our recycled metal revenues is generated from sales to foreign customers, which are denominated in U.S. dollars. At times during our 2022 and 2023 fiscal years, the U.S. dollar strengthened relative to other world currencies. A strengthening U.S. dollar makes our products more expensive for non-U.S. customers, which may negatively impact our export sales. A strengthening U.S. dollar also makes imported metal products less expensive, which may result in an increase in imports of steel products into the U.S. As a result, our finished steel products, which are made in the U.S., may become more expensive for our U.S. customers relative to imported steel products thereby reducing demand for our products.

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Economic and geopolitical instability including as a result of military conflict could have a material adverse effect on our operating results, financial condition, and cash flows

In late February 2022, Russian military forces launched significant military action against Ukraine, which has continued through the date of this report. We do not have operations in Russia or Ukraine. Nevertheless, the war between Russia and Ukraine and the resulting sanctions by U.S. and European governments, together with any additional future sanctions by them, could have a larger impact that expands into other geographies where we do business, including our supply chain, business partners, and customers in those markets, which could result in lost sales, supply shortages, commodity price fluctuations, increased manufacturing costs, transportation logistics challenges, customer credit and liquidity issues, and lost efficiencies. The global energy crisis has been exacerbated by Russia's restrictions on energy exports which could similarly impact the geographies where we do business. In addition, the U.S. has taken certain trade actions as a result of the Russia-Ukraine conflict, which could result in retaliatory measures or actions, including tariffs, by Russia. While significant uncertainty exists with respect to this matter, the Russia-Ukraine conflict and its broader impacts, including any increased trade barriers or restrictions on global trade imposed by the U.S. or further retaliatory trade measures taken by Russia or other countries in response, could have a material adverse effect on our operating results, financial condition, and cash flows.

Changes in the availability or price of inputs such as raw materials and end-of-life vehicles could reduce our sales

Our businesses require certain materials that are sourced from third-party suppliers. Although the synergies from our integrated operations allow us to be our own source for some raw materials, particularly with respect to scraprecycled metal for our steel manufacturing operations, we rely on other suppliers for most of our raw material and other input needs, including inputs to steel production such as graphite electrodes, alloys, and other required consumables. Industry supply conditions generally involve risks, including the possibility of shortages of raw materials, increases in raw material and other input costs, and reduced control over delivery schedules. We procure our scrap inventory from numerous sources. These suppliers generally are not bound by long-term contracts and have no obligation to sell scrap metal to us. In periods of declining or lower scraprecycled metal prices, such as the declining price environment we experienced in fiscal 2015 and the first half of fiscal 2016, suppliers may elect to hold scrap metal to wait for higher prices or intentionally slow their metal collection activities, tightening supply. The effects of competition for supply of scrap metal, including of specific grades, can significantly impact the flow of scrap volumes into our facilities, our metal spreads, and our operating margins. If a substantial number of suppliers cease selling scrap metal to us, we will be unable to recycle metal at desired levels, and our results of operations and financial condition could be materially adversely affected. For instance, in fiscal 2023, a slowdown in economic growth in the U.S., coupled with rising interest rates and inflation, led consumers and businesses to hold on to vehicles longer, constraining the supply of scrap metal including end-of-life vehicles, which resulted in significantly reduced processed volumes. A slowdown of industrial production in the U.S. may also reduce the supply of industrial grades of metal to the metals recycling industry, resulting in less recyclable metal available to process and market. Increased competition for domestic scrap metal, including as a result of overcapacity or consolidation in the scrapmetal recycling industry in the U.S. and Canada, may also reduce the supply of scrap metal available to us. Failure to obtain a steady supply of scraprecyclable material could both adversely impact our ability to meet sales commitments and reduce our operating margins. Failure to obtain an adequate supply of end-of-life vehicles, including due to increasing trends over time in the proportion of electric vehicles sold to total vehicles sold, the pace of and the auto recycling industry response to which are uncertain, could adversely impact our ability to attract customers and charge admission fees and reduce parts sales at our auto parts sales.stores. For example, cars purchased by our auto parts stores decreased by 8% in both fiscal 2022 and 2023, in each case compared to the prior fiscal year. Failure to obtain raw materials and other inputs to steel production, such as alloys, graphite electrodes, alloys, and other required consumables, could adversely impact our ability to make steel to the specifications of our customers.


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Significant decreases in scraprecycled metal prices may adversely impact our operating results

The timing and magnitude of the cycles in the industries in which we operate are difficult to predict and are influenced by different economic conditions in the domestic market, where we typically acquire our raw materials, and foreign markets, where we typically sell the majority of our products. Purchase prices for scrap metal including end-of-life vehicles and selling prices for recycled scrap metal are subject to market forces beyond our control. For instance, in fiscal 2015 and the first half of fiscal 2016, scrap metal prices experienced a significant downward trend caused primarily by the weak macroeconomic conditions and global steel-making overcapacity, which was further exacerbated by the impact of lower iron ore prices, a raw material used in steel-making in blast furnaces which compete with EAF steel-making production that uses ferrous scrap as its primary feedstock. While we attempt to respond to changing recycled scrap metal selling prices through adjustments to our metal purchase prices, our ability to do so is limited by competitive and other market factors. As a result, we may not be able to reduce our metal purchase prices to fully offset a sharp reduction in recycled scrap metal sales prices, which may adversely impact our operating income and cash flows. In fiscal 2015 and the first half of fiscal 2016, lower demand for recycled scrap metal relative to demand and competition for supply of unprocessed scrap metal in the domestic market compressed operating margins due to selling prices decreasing at a faster rate than purchase prices for unprocessed scrap metal. In addition, a rapid decrease in selling prices may compress our operating margins due to the impact of average inventory cost accounting, which causes cost of goods sold recognized in the Consolidated Statements of Operations to decrease at a slower rate than metal purchase prices. For instance, in fiscal 2022, after rising strongly and reaching a peak in April 2022, market selling prices for recycled ferrous and nonferrous metals declined sharply in May through June, reflecting weaker demand primarily from slower global growth, including due to the impact of China COVID-19 lockdowns, inflationary pressure including high energy prices, the strength of the U.S. Dollar, and steel inventory destocking. For example, export net selling prices.

prices for recycled ferrous metal decreased by approximately $230 per ton, or approximately 40%, between May and June 2022, causing our operating margins to compress significantly in the fourth quarter of fiscal 2022. Ferrous export net selling prices decreased further between the fourth quarter

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of fiscal 2022 and the first quarter of fiscal 2023, which contributed to the sequential decrease in our quarterly results between those periods.

Imbalances in supply and demand conditions in the global steel industry may reduce demand for our products

Economic expansions and contractions in global economies can result in supply and demand imbalances in the global steel industry that can significantly affect the price of commodities used and sold by our business, as well as the price of and demand for finished steel products. In a number of foreign countries, such as China, steel producers are generally government-owned and may therefore make production decisions based on political or other factors that do not reflect free market conditions. In recent years,fiscal 2023 as well as in the past, overcapacity and excess steel production in these foreign countries resulted in the export of aggressively priced semi-finished and finished steel products. This led to disruptions in steel-making operations within other countries, negatively impacting demand for our recycled scrap metal products used by EAF mills globally as their primary feedstock. Further, the import of foreign steel products into the U.S. at similarly aggressive prices have in the past adversely impacted finished steel sales prices and sales volumes at CSS.volumes. Existing or new trade laws and regulations may cause or be inadequate to prevent disadvantageous trade practices, which could have a material adverse effect on our financial condition and results of operations. Although trade regulations restrict or impose duties on the importation of certain products, if foreign steel production significantly exceeds consumption in those countries, global demand for our recycled scrap metal products could decline and imports of steel products into the U.S. could increase, resulting in lower volumes and selling prices for our recycled metal products and finished steel products.

Acquisitions and integration of acquired businesses may result in operating difficulties and other unintended consequences

We have made and may continue to make acquisitions of or expand into complementary businesses to enable us to expand our customer and supplier base and grow our revenues. Execution of any past or potential future acquisition or expansion involves several risks, including:

Difficulty integrating the acquired businesses’ personnel and operations;
Goodwill impairment charges may
Challenges in obtaining permits or meeting other regulatory requirements;
Potential loss of key employees, customers, or suppliers of the acquired business;
Difficulties in realizing anticipated cost savings, efficiencies, and synergies;
Unexpected costs;
Inaccurate assessment of or undisclosed liabilities;
Inability to maintain uniform standards, controls, and procedures;
Disruption to existing businesses; and
Difficulty in managing growth.

If we do not successfully execute on acquisitions or expansions and the acquired or expanded businesses do not perform as projected, our financial condition and results of operations could be materially adversely affected.

Supply chain disruptions affecting our customers, end users of our recycled products, or our suppliers could adversely impact the demand for our products or the availability of inputs, increase our costs, or otherwise adversely impact our business

Supply chain disruptions and related labor shortages and logistics constraints have and could continue to impact our customers, end users of our recycled products, and our suppliers and adversely impact our business. Direct and indirect impacts on our business of such supply chain disruptions could include reduction in the demand for and price of certain of our products, slowdown in flows of scrap metal from certain supply channels, and reduced availability or increases in costs of other inputs, consumables, supplies, and capital equipment. Disruptions within our logistics or supply chain network could adversely affect our operating results

Goodwill represents the excess purchase price over the net amount of identifiable assets acquired and liabilities assumedability to produce or deliver our products in a business combination measured at fair value. timely manner, which could impair our ability to meet customer demand for products and result in reduced volumes and sales, increased supply chain costs, or damage to our reputation. Such disruptions in the future may result from a number of factors beyond our control. Supply chain disruptions due to any of those factors could negatively impact our financial performance or financial condition.

Reliance on third-party shipping companies may restrict our ability to ship our products

We havesignificantly rely on third parties to handle and transport raw materials to our production facilities and products to customers. Despite our practice of utilizing a substantial amountdiversified group of goodwill onsuppliers of transportation, factors beyond our balance sheet, all of which was carried by a single reporting unit within AMR as of August 31, 2017. We test the goodwill balance for impairment on an annual basis and when events occur or circumstances change that indicate that the fair value of the reporting unit may be below its carrying amount. When testing goodwill for impairment, we may be required to measure the fair value of the reporting unit in order to determine the amount of impairment, if any. Fair value determinations require considerable judgment and are sensitive to inherent uncertainties andcontrol, including changes in estimates and assumptions regarding revenue growth rates, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, discount rates, benefits associated with a taxable transaction and synergistic benefits available to market participants. Declinesfuel prices, political events, governmental regulation of transportation, changes in market conditions,rates, carrier availability, carrier bankruptcy, labor

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shortages, shipping industry consolidation, and disruptions in transportation routes and infrastructure, may adversely impact our ability to ship our products and our operating margins. These impacts could include delays or other disruptions in shipments in transit, including as a trendresult of weaker than anticipated financial performancecongested seaports and travel routes, or third-party shipping companies increasing their charges for transportation services or otherwise reducing or eliminating the availability of their containers, vehicles, rail cars, barges, or ships. For example, during fiscal 2022 and 2021, worldwide demand for logistical services increased sharply, which led to a global shortage of available shipping containers, congested seaports, and higher freight rates, impacting the timing of certain shipments and resulting in reductions in sales volumes of certain products. The delays in container shipping for U.S. exports were exacerbated by the backlog of containerized imports at U.S. seaports. While we aim to pass on the majority of shipping and related charges to our single reporting unit with allocated goodwill,customers, there can be no assurance that we will be able to do so into the future. As a decline in our share price for a sustained period of time, or an increase in the market-based weighted average cost of capital, among other factors, are indicators that the carrying value of our goodwillresult, we may not be recoverable. We may be requiredable to recordtransport our products in a goodwill impairment charge that, if incurred,timely and cost-effective manner, which could have a material adverse effect on our financial condition and results of operations. For example, in the second quarter of fiscal 2015, management identified a triggering event requiring an interim impairment test of goodwill, which resulted in impairment of a reporting unit's goodwill totaling $141 million,operations and in the second quarter of fiscal 2016, management identified a triggering event requiring an interim impairment test of goodwill, which resulted in impairment of a different reporting unit's goodwill totaling $9 million. Both of these impairment charges are reported within the results of AMR in this report.


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may harm our reputation.

Impairment of long-lived assets and cost and equity method investmentsother than goodwill may adversely affect our operating results

Our long-lived asset groups are subject to an impairment assessment when certain triggering events or circumstances indicate that their carrying value may be impaired. If the carrying value of an asset group is not recoverable because it exceeds our estimate of future undiscounted cash flows from the use and eventual disposition of the operations related to the asset group, an impairment loss is recorded forrecognized by the difference betweenamount the carrying amount and thevalue exceeds its fair value of the asset group.value. The results of these tests for potential impairment, as well as the number and frequency of identified triggering events indicating potential impairment, may be adversely affected by unfavorable market conditions, our financial performance trends, or an increase in interest rates, among other factors. If, as a result of the impairment test, we determine that the fair value of any of our long-lived asset groups is less than its carrying amount, we may incur an impairment charge that could have a material adverse effect on our financial condition and results of operations. In addition to goodwill and long-lived assets, we carry other assets on our balance sheet that are subject to impairment testing and potential loss recognition in accordance with applicable accounting standards. These other assets include, but are not limited to, investments in the equity of unconsolidated entities, assets held for sale, and assets abandoned either before or after they are placed in service. We recorded impairment charges totaling $11 million on long-lived tangibleassets other than goodwill in fiscal 2023, comprising primarily $5 million relating to an equity investment and intangible$5 million relating to capitalized implementation costs for an abandoned cloud computing arrangement. Impairment of assets associated with certain regional metals recycling operations and used auto parts store locationsother than goodwill, if incurred in the amount of $8 million and $44 million during fiscal 2016 and 2015, respectively. With respect to our investments in unconsolidated entities accounted for under the cost and equity methods, a loss in value of an investment that is other than a temporary decline is recognized. Once we determine that an other-than-temporary impairment exists, we may incur an impairment charge thatfuture, could have a material adverse effect on our results of operations. We recorded impairment charges of $1 million and $2 million during fiscal 2017 and 2016, respectively, related to investments in joint ventures accounted for under the equity method. See Note 2 - Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for further detail on long-lived asset and joint venture investment impairment charges.

Public health emergencies, such as pandemics or epidemics, could have an adverse effect on our business, results of operations, financial condition, and cash flows

Our operations expose us to risks associated with pandemics, epidemics, or other public health emergencies. Such events could lead to restrictions and mandates, which could be applied differently across jurisdictions, and there could be global impacts resulting directly or indirectly from such an event including labor shortages, logistical challenges, and supply chain disruptions such as increased port congestion, and increases in costs for certain goods and services. For instance, the onset of the coronavirus disease 2019 (COVID-19) outbreak, which the World Health Organization characterized as a global public health emergency from March 2020 through May 2023, negatively affected our business and ongoing global impacts have negatively affected our sales volumes, operating costs, and financial results to varying degrees and could continue to negatively affect our results of operations, cash flows, and financial position in the future.

Inability to achieve or sustain the benefits from productivity, cost savings, and restructuring initiatives may adversely impact our operating results

We have undertaken

During the past several years, we implemented a number of productivity improvement, cost savings, and restructuring initiatives designed to reduce operating expenses and improve profitability and to achieve further integration and synergistic cost efficiencies in our operating platform. These initiatives included idling underutilized assets and closing facilities to more closely align our business to market conditions, implementing productivity initiatives to increase production efficiency and material recovery, and further reducing our annualcertain operating expenses through headcount reductions, reducing organizational layers, consolidating shared service functions, savings from procurement activities, streamlining of administrative and supporting services functions, and other non-headcount measures. For example, in October 2022, we announced and began implementing productivity and cost reduction initiatives with a targeted annual benefit of approximately $40 million, and in January 2023, we announced incremental initiatives aiming to reduce selling, general, and administrative costs by approximately $20 million annually. These initiatives aim to improve profitability through a combination of increased yields, efficiencies in processing, procurement, and pricing, and reduced costs including from headcount reductions, decreased lease costs, professional and outside services, and implementation of operational efficiencies. We may undertake similar or additional productivity initiatives in the future in the normal course or in response to market conditions. Our ability to achieve or sustain the anticipated cost reductions and other benefits from these initiatives within the expected time frame is subject to many estimates and

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assumptions. These estimates and assumptions are subject to significant economic, competitive, and other uncertainties, some of which are beyond our control. We have incurred, and may incur in the future, restructuring charges and other exit-related activities in fiscal 2017, 2016 and 2015 as a result of thesesuch initiatives. Failure to achieve or sustain the expected cost reductions and other benefits related to these productivity improvements, cost savings, and restructuring initiatives could have a material adverse effect on our results of operations and cash flows.

Acquisitions and integration of acquired businesses may result in operating difficulties and other unintended consequences

We may make acquisitionsbe unable to renew facility leases, thus restricting our ability to operate

We lease a significant portion of complementary businessesour facilities, including the substantial majority of our auto parts facilities. The cost to enable usrenew such leases may increase significantly, and we may not be able to enhancerenew such leases on commercially reasonable terms or at all. Failure to renew these leases or find suitable alternative locations for our customer base and growfacilities may impact our revenues. Execution of any past or potential future acquisition involvesability to continue operations within certain geographic areas, which could have a number of risks, including:

Difficulty integrating the acquired businesses’ personnel and operations;
Potential loss of key employees or customers of the acquired business;
Difficulties in realizing anticipated cost savings, efficiencies and synergies;
Unexpected costs;
Inaccurate assessment of or undisclosed liabilities;
Inability to maintain uniform standards, controls and procedures; and
Difficulty in managing growth.
If we do not successfully executematerial adverse effect on acquisitions and the acquired businesses do not perform as projected, our financial condition, and results of operations, could be materially adversely affected.
and cash flows.

Changing economic conditions may result in customers not fulfilling their contractual obligations

We enter into export ferrous sales contracts preceded by negotiations that include fixing price, quantity, shipping terms, and other contractual terms. Upon finalization of these terms and satisfactory completion of other contractual contingencies, the customer typically opens a letter of credit to satisfy its payment obligation under the contract prior to our shipment of the cargo. Although not considered normal course of business, inIn times of changing economic conditions, including during periods of sharply falling scraprecycled metal prices such as those experienced in fiscal 2015 and the first half of fiscal 2016,global financial instability, there is an increased risk that customers may not be willing or able to fulfill their contractual obligations or open letters of credit. For example, in fiscal 2015, the resale or modification of the terms, each at significantly lower prices, of certain previously contracted bulk shipments had a $7 million negative impact on our operating results. As of August 31, 20172023 and 2016, 33%2022, 38% and 34%24%, respectively, of our trade accounts receivable balance were covered by letters of credit.


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Table In addition, in higher or rising commodity price environments and during periods of Contents              SCHNITZER STEEL INDUSTRIES, INC.


Increases in the valuechallenging global macroeconomic and steel industry conditions, we have experienced proportionately lower credit insurance coverage of the U.S. dollar relative to other currencies may reduce the demand for our products
A significant portion of our recycled scrap metal revenues is generated from sales to foreign customers, which are denominated in U.S. dollars, including customers located in Asia, Africa and Europe. A strengthening U.S. dollar, as experienced during fiscal 2015 and fiscal 2016, makes our products more expensive for non-U.S. customers,applicable customer credit limits, which may negatively impact export sales. A strengthening U.S. dollar also makes imported metal products less expensive, which may result in an increase in imports of steel products into the U.S. As a result, our finished steel products, which are made in the U.S., may become more expensive for our U.S. customers relativeexposure to imported steel products thereby reducing demand for our products.
We are exposed to translation and transaction risks associated with fluctuations in foreign currency exchange rates Hedging instruments may not be effective in mitigating such risks and may expose us to losses or limit our potential gains
Our operations in Canada expose us to translation and transaction risks associated with fluctuations in foreign currency exchange rates as compared to the U.S. dollar, our reporting currency. As a result, we are subject to foreign currency exchange risks due to exchange rate movements in connection with the translation of the operating costs and the assets and liabilities of our foreign operations into our functional currency for inclusion in our Consolidated Financial Statements.
We are also exposed to foreign currency exchange transactioncustomer credit risk. As part of our risk management program, we may use financial instruments, including foreign currency exchange forward contracts. While intended to reduce the effects of fluctuations in foreign currency exchange rates, these instruments may not be effective in reducing all risks related to such fluctuations and may limit our potential gains or expose us to losses. Although we do not enter into these instruments for trading purposes or speculation, and our management believes all such instruments are entered into as hedges of underlying physical transactions, these instruments are dependent on timely performance by our counterparties. Should our counterparties to such instruments or the sponsors of the exchanges through which these transactions are offered fail to honor their obligations due to financial distress or otherwise, we would be exposed to potential losses or the inability to recover anticipated gains from the transactions covered by these instruments.

Potential limitations on our ability to access capital resources may restrict our ability to operate

Our operations are capital intensive. Our business also requires substantial expenditures for routine maintenance. While we expect that our cash requirements, including the funding of capital expenditures, debt service, dividends, share repurchases, and investments, will be financed by internally generated funds or from borrowings under our secured committed bank credit facilities, there can be no assurance that this will be the case. Additional acquisitions could require financing from external sources. Although we believe we have adequate access to contractually committed borrowings, we could be adversely affected if we are not able to meet the conditions required to incur such borrowing or if our banks ceased lending or were unable to honor their contractual commitments or ceased lending.commitments. Failure to access our credit facilities could restrict our ability to fund operations, make capital expenditures, or execute acquisitions.

The agreement governing our bank credit facilityfacilities imposes certain restrictions on our business and contains financial covenants

Our secured bank credit facilities contain certain restrictions on our business which limit (subject to certain exceptions) our ability to, among other things, incur or suffer to exist certain liens, make investments, incur or guaranty additional indebtedness, enter into consolidations, mergers, acquisitions, and sales of assets, make distributions and other restricted payments, change the nature of our business, engage in transactions with affiliates and enter into restrictive agreements, including agreements that restrict the ability of our subsidiaries to make distributions. These restrictions may affect our ability to operate our business or execute our strategy and may limit our ability to take advantage of potential business opportunities as they arise. Our bank credit agreement also requires that we maintain certain financial and other covenants, including a consolidated fixed charge coverage ratio a consolidated leverage ratio, and a consolidated asset coverageleverage ratio. Our ability to comply with these covenants may also be affected by events beyond our control, including prevailing economic, financial, and industry conditions. Our failure to comply with any of these restrictions or financial covenants could result in an event of default under the bank credit agreement and permit our lenders to cease lending to us and declare all amounts borrowed from them to be due and payable, together with accrued and unpaid interest. This could require us to refinance our bank facilities, which we may not be able to do at terms acceptable to us, or at all.

Consolidation in the steel industry may reduce demand for our products

There has been a significant amount of consolidation in the steel industry in recent years that has included steel mills acquiring steel fabricators to ensure demand for their products. If any of our steel mill'smill’s significant remaining customers were to be acquired by competing steel mills, this could reduce the demand for our products and force us to lower our prices, reducing our revenues, or to reduce production, which could increase our unit costs and have a material adverse effect on our financial condition and results of operations.


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Failure to realize expected benefits from investments in processing and manufacturing technology may impact our operating results and cash flows
We make significant investments in processing and manufacturing technology improvements aimed at increasing the efficiency and capabilities of our businesses and to maximize our economies of scale. Failure to realize the anticipated benefits and generate adequate returns on such capital improvement projects may have a material adverse effect on our results of operations and cash flows.
Reliance on third party shipping companies may restrict our ability to ship our products
We generally rely on third parties to handle and transport raw materials to our production facilities and products to customers. Despite our practice of utilizing a diversified group of suppliers of transportation, factors beyond our control, including changes in fuel prices, political events, governmental regulation of transportation, changes in market rates, carrier availability, carrier bankruptcy, shipping industry consolidation and disruptions in transportation infrastructure, may adversely impact our ability to ship our products. These impacts could include delays or other disruptions in shipments in transit or third party shipping companies increasing their charges for transportation services or otherwise reducing or eliminating the availability of their vehicles or ships. As a result, we may not be able to transport our products in a timely and cost-effective manner, which could have a material adverse effect on our financial condition and results of operations and may harm our reputation.
Equipment upgrades, equipment failures and facility damage may lead to production curtailments or shutdowns
Our recycling and manufacturing processes depend on critical pieces of equipment, including shredders, nonferrous sorting technology, furnaces and a rolling mill, which may be out of service occasionally for scheduled upgrades or maintenance or as a result of unanticipated failures. Our facilities are subject to equipment failures and the risk of catastrophic loss due to unanticipated events such as fires, earthquakes, accidents or violent weather conditions. For instance, our metals recycling operations in Puerto Rico were briefly interrupted in September 2017 as a result of Hurricane Maria, although the damages to and losses incurred by the operations were not material. We have insurance to cover certain of the risks associated with equipment damage and resulting business interruption, but there are certain events that would not be covered by insurance and there can be no assurance that insurance will continue to be available on acceptable terms. Interruptions in our processing and production capabilities and shutdowns resulting from unanticipated events could have a material adverse effect on our financial condition, results of operations and cash flows.

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Product liability claims may adversely impact our operating results

We could inadvertently acquire radioactive scrap metal that could potentially be included in recycled mixed scrap metal shipped to consumers worldwide. Although we have invested in radiation detection equipment in the majority of our locations, including the facilities from which we ship directly to customers, failure to detect radioactive scrap metal remains a possibility. Even though we maintain insurance to address the risk of this failure in detection, there can be no assurance that the insurance coverage would be adequate or will continue to be available on acceptable terms. In addition, if we fail to meet contractual requirements for a product, we may be subject to product warranty costs and claims. These costs and claims could both have a material adverse effect on our financial condition and results of operations and harm our reputation.

We are subject to legal proceedings and legal compliance risks that may adversely impact our financial condition, results of operations, and liquidity

We spend substantial resources ensuring that we comply with domestic and foreign laws and regulations, contractual obligations and other legal standards. Notwithstanding this, we are subject to a variety of legal proceedings and compliance risks in respect of various matters, including regulatory, safety, environmental, employment, transportation, intellectual property, contractual, import/export, international trade, and governmental matters that arise in the course of our business and in our industry. For example, legal proceedings can include those arising from accidents involving Company-owned vehicles, including Company tractor trailers. In some instances, such accidents and the related litigation involve accidents that have resulted in third partythird-party fatalities. A negativeAn outcome in an unusual or significant legal proceeding or compliance investigation in excess of insurance recoveries could adversely affect our financial condition and results of operations. For information regarding our current significant legal proceedings and contingencies, see “Legal Proceedings” in Part I, Item 33. Legal Proceedings and “Contingencies – Other” in Note 10 - Commitments and Contingencies in Part II, Item 8 of this report.


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Climate change may adversely impact our facilities and our ongoing operations

The potential physical impacts of climate change on our operations are highly uncertain and depend upon the unique geographic and environmental factors present, for example rising sea levels at our deep waterdeepwater port facilities, changing storm patterns and intensities, and changing temperature levels. As many of our recycling facilities are located near deep waterdeepwater ports, rising sea levels may disrupt our ability to receive scrap metal, process the scrap metal through our mega-shreddersshredders, and ship products to our customers. PeriodsExtreme weather events and conditions, such as wildfires, hurricanes, thunderstorms, tornadoes, and snow or ice storms, may increase our costs or cause damage to our facilities, and any damage resulting from extreme weather may not be fully insured. Increased frequency and duration of extended adverse weather events and conditions may also inhibit the supply ofconstruction activity utilizing our products, scrap metal inflows to our recycling facilities, which could have an adverse effect on our sales or cause us to fail to meet our sales commitments. In addition, sustained periods of increased temperature levels in the summer in areas where our auto store operations are located could result in reduced customer traffic, thus resulting in lowerand retail admissions and parts sales.

sales at our auto parts stores. Potential adverse impacts from climate change, including rising temperatures and extreme weather events and conditions, may create health and safety issues for employees operating at our facilities and may lead to an inability to maintain standard operating hours.

We may not realize our deferred tax assets in the future

The assessment of recoverability of our deferred tax assets is based on an evaluation of existing positive and negative evidence as to whether it is more likely than notmore-likely-than-not that they will be realized. If negative evidence outweighs positive evidence, a valuation allowance is required. Impairment of deferred tax assetsFactors that may result fromin a valuation allowance include significant negative industry or economic trends, a decrease in earnings performance and projections of future taxable income, adverse changes in laws or regulations, and a variety of other factors. Impairment of deferred tax assetsRecording a valuation allowance could have a material adverse impact on our results of operations and financial condition and could result in not realizingcondition. In the deferred tax assets. In recent years,past, we have recorded significant valuation allowances against our deferred tax assets, and our low annual effective tax rates in the fiscal years presented in this report are primarily the result of our full valuation allowance position.assets. Deferred tax assets generated in future periods may require further valuation allowances if it is not more likely than notmore-likely-than-not that the deferred tax assets will be realized.

Tax increases and changes in tax rules may adversely affect our financial results

As a company conducting business on a global basis with physical operations throughout North America, we are exposed, both directly and indirectly, to the effects of changes in U.S., state, local, and foreign tax rules. Taxes for financial reporting purposes and cash tax liabilities in the future may be adversely affected by changes in such tax rules. In many cases, suchSuch changes may put us at a competitive disadvantage compared to some of our major competitors, to the extent we are unable to pass the tax costs through to our customers.

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law, with tax provisions primarily focused on implementing a 15% minimum tax on global adjusted financial statement income and a 1% excise tax on share repurchases. The IRA also creates a number of potentially beneficial tax credits to incentivize investments in certain technologies and industries which may be applicable to our business. Certain provisions of the IRA became effective in fiscal 2023. As of August 31, 2023, we did not meet the threshold to be subject to the 15% minimum tax. We may, however, be subject to the 1% excise tax on future share repurchases.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

One or more cybersecurity incidents may adversely impact our financial condition, results of operations, and reputation

We face global cybersecurity risks and threats on a continual and ongoing basis. These risks and threats range from inadvertent release of sensitive information to sophisticated and targeted measures directed at us.

Our operations involve the use of multiple systems, some of which are outsourced to certain third-party service and hosting providers, that process, store, and transmit sensitive information about our customers, suppliers, employees, financial position, operating results, and strategies. We face global cybersecurity risks and threats on a continual and ongoing basis, which include, but are not limited to, attempts to access systems and information, computer viruses, or denial-of-service attacks. These risks and threats range from uncoordinated individual attempts to sophisticated and targeted measures. Increased numbers of employees working remotely increases our exposure to cyber-threats. While we are not aware of any material cyber-attacks or breaches of our systems to date, such attempts occur regularly and, thus, we have and continue to implement measures to safeguard our systems and information and mitigate potential risks, including employee training around phishing, malware, and other cyber risks, but there is no assurance that such actions will be sufficient to prevent cyber-attacks or security breaches that manipulate or improperly use our systems, compromise sensitive information, destroy or corrupt data, or otherwise disrupt our operations. The occurrence of such events, including breaches of our security measures or those of our third-party service providers, could negatively impact our reputation and our competitive position and could result in litigation with third parties, regulatory action, loss of business due to disruption of operations and/or reputational damage, potential liability and increased remediation and protection costs, any of which could have a material adverse effect on our financial condition and results of operations.

Additionally, as cybersecurity threats become more sophisticated, we may need to increase our investments in security measures which could have a material adverse effect on our financial condition and results of operations.

Increasing attention to environmental, social and governance (ESG) matters may impact our business and financial results

Increasing attention has been given to corporate activities related to ESG matters in public discourse and the investment community. A number of advocacy groups, both domestically and internationally, have campaigned for governmental and private action to promote ESG-related change at public companies, including, but not limited to, through the investment and voting practices of investment advisers, pension funds, universities and other members of the investing community.

These activities have also aimed to increase the attention on and demand for action related to various ESG matters, which has contributed to increasing societal, investor, and legislative focus and pressure on ESG practices and disclosures, including those related to climate change, GHG emissions targets, business resilience under the assumptions of demand-constrained scenarios, net-zero ambitions, transition plans, actions related to diversity and inclusion, political activities, racial equity audits, and governance standards. As a result, we may face increasing pressure regarding our ESG practices and disclosures. Investors, stakeholders, and other interested parties are also increasingly focusing on issues related to environmental justice. This has resulted and is likely to continue to result in increased scrutiny with respect to our business and operations, which could in turn result in the cancellation or delay of projects, the revocation or delay of permits, termination of contracts, lawsuits, regulatory action, and policy change that may adversely affect our business strategy, increase our costs, and adversely affect our reputation and financial performance.

Responding to such ESG-focused activism has been and will likely continue to be costly and time-consuming. Such response efforts could also result in the implementation of certain ESG practices and/or disclosure requirements that may present a heightened level of legal and regulatory risk, or that threaten our credibility with other investors and stakeholders. The methodologies and standards for tracking and reporting on ESG matters are relatively new, have not been standardized, and continue to evolve. As a result, our ESG-related disclosures, metrics, and targets may not necessarily be calculated in the same manner or comparable to similarly titled measures presented by us in other contexts, or by other companies or third-party estimates. While we believe that our ESG disclosures and methodologies reflect our business strategy and are reasonable at the time made or used, as our business or applicable methodologies, standards, or regulations develop and evolve, we may revise or cease reporting or using certain disclosures and methodologies if we determine that they are no longer advisable or appropriate. If our ESG disclosures and methodologies are or are perceived by government authorities, investors, or stakeholders to be inadequate, inaccurate, or non-compliant with applicable standards or regulations, or if we discover material inaccuracies therein, our reputation could be negatively impacted, and we could be exposed to litigation and other regulatory actions.

We are exposed to translation risks associated with fluctuations in foreign currency exchange rates

Our operations in Canada expose us to translation risks associated with fluctuations in foreign currency exchange rates as compared to the U.S. dollar, our reporting currency. As a result, we are subject to foreign currency exchange risks due to exchange rate movements in connection with the translation of the operating costs and the assets and liabilities of our foreign operations into our functional currency for inclusion in our Consolidated Financial Statements.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

We may incur losses and additional costs as a result of our hedging transactions

We currently use interest rate swap derivative instruments, as well as derivative contracts for commodities used in normal business operations that are settled by physical delivery, and we expect to continue their use in the future. If the instruments we use to hedge our exposure to various types of risk are not effective or increase our exposure to unexpected events or risks, we may incur losses. In addition, we may be required to incur additional costs in connection with any future regulation of derivative instruments applicable to us.

Risk Factors Relating to the Regulatory Environment

Governmental agencies may refuse to grant or renew our licenses and permits, thus restricting our ability to operate

We conduct certain aspects of our operations subject to licenses, permits, and approvals from state and local governments. Governmental agencies often resist the establishment of certain types of facilities in their communities, including metal recycling and auto parts facilities. Increased permitting requirements could require substantial additional capital expenditures, impose financial assurance obligations, subject us to increased compliance and penalty risks, severely limit operational flexibility, and increase operating costs, or adversely impact our ability to acquire or sell materials. Increased focus on strengthening environmental compliance and enforcement in overburdened communities that may be disproportionately impacted by adverse health and environmental effects may impact our ability to obtain or renew licenses and permits for facilities in or near such communities. In addition, changes in zoning and increased residential and mixed-use development near our facilities are reducing the buffer zones and creating land use conflicts with heavy industrial uses such as ours. This could result in increased complaints, increased inspections and enforcement including fines and penalties, operating restrictions, the need for additional capital expenditures, and increased opposition to maintaining or renewing required approvals, licenses, and permits. In addition, waste products from our operations are subject to classification and regulations that, among other things, determine how such materials may be handled, stored, transported, and disposed. Failure to obtain or maintain regulatory permits, approvals, or exemptions for such waste could materially increase our costs or limit our operations. For example, in fiscal 2022, as a result of court orders and regulatory changes, we were required at times to transport shredder waste from our Oakland facility out of state for disposal at increased costs. See Part I, Item 3. Legal Proceedings. As an additional example, our Bay Area Air Quality Management District (“BAAQMD”) permit to operate currently limits the number of ships that may call at our Oakland, California facility to 26 ships per year. In July 2018, we applied for a modification of such permit to increase the number of annual ship calls to 32 per year. BAAQMD has not acted on our permit modification request but, in the interim, had routinely issued annual Compliance and Settlement Agreements (“CSA”) to permit 32 ship calls in each year. In October 2022, however, BAAQMD declined to renew the CSA for 2022, following which we applied for and obtained a short-term variance authorizing the 32 ship calls in calendar year 2022. Unless we are able to operate within the current 26 ship call limit in calendar year 2023, we will need to apply for a similar variance for 2023. Failure to obtain such a variance in the future could have a material adverse effect on our financial condition and results of operations due to the reduced marine shipments, and lost profits related thereto. Additionally, by letter dated June 22, 2023, ODEQ notified the Company that it intended to reopen the Company’s Title V permit at the steel mill for purposes of incorporating the emissions of a third-party contractor that has operated on a portion of the site for decades. We have objected to such action and are engaged in discussions with ODEQ.

Furthermore, from time to time, both the U.S. and foreign governments impose regulations and restrictions on trade in the markets in which we operate. In some countries, governments require us to apply for certificates or registration before allowing shipment of recycled metal to customers in those countries. There can be no assurance that future approvals, licenses, and permits will be granted or that we will be able to maintain and renew the approvals, licenses, and permits we currently hold. Failure to obtain these approvals could cause us to limit or discontinue operations in these locations or prevent us from developing or acquiring new facilities, which could have a material adverse effect on our financial condition and results of operations.

Environmental compliance costs and potential environmental liabilities may have a material adverse effect on our financial condition and results of operations

Compliance with environmental laws and regulations is a significant factor in our business. We are subject to local, state, and federal environmental laws and regulations in the U.S. and other countries relating to, among other matters:

Waste disposal;
Air emissions;
Waste water and storm water management, treatment, and treatment;discharge;
The use and treatment of groundwater;
Soil and groundwater contamination and remediation;

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Global climate change;
Discharge,Generation, discharge, storage, handling, transportation, and disposal of hazardous materials and secondary materials; and
Employee health and safety.

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safety; and

Climate change generally.

We are also required to obtain environmental permits from governmental authorities for certain operations. Violation of or failure to obtain permits or comply with these laws or regulations could result in our business being fined or otherwise sanctioned by regulators or becoming subject to litigation by private parties. In recent years, capital expenditures for environmental projects have increased and have represented a significant share of our annual capital expenditures. Future environmental compliance costs, including capital expenditures for environmental projects, may increase because of new laws and regulations, changing regulatory interpretations and stricter enforcement of current laws and regulations by regulatory authorities, expanding emissions, groundwater, storm water and other testing requirements, and new information on emission or contaminant levels including with respect to emerging contaminants such as per- and polyfluoroalkyl substances (“PFAS”), uncertainty regarding adequate pollution control levels, the future costs of pollution control technology, and issues related to global climate change.

Our operations use, handle

We have seen an increased focus by federal, state, and generate hazardous substances. local regulators on metals recycling and auto dismantling facilities and new or expanding regulatory requirements. For example, the California Department of Toxic Substances Control (“DTSC”) has increased its enforcement actions and sought to impose additional permitting and regulatory requirements on the metals recycling industry in the state that has resulted in and could in the future increase operating and compliance costs and require additional capital expenditures. In addition, in July 2021, the EPA issued an enforcement alert reflecting a national enforcement initiative in conjunction with state regulators focused on Clean Air Act compliance at metal recycling facilities that operate auto and scrap metal shredders. While we believe we are an industry leader in air emission controls and have been working with state and local regulators on compliance and permitting matters, we have in the past and may in the future be subject to enforcement actions or litigation by regulators or private parties that could result in additional penalties, compliance requirements, or capital investments. See Part I, Item 3. Legal Proceedings of this report.

In addition, previous operations by us, predecessor entities, or others at facilities that we currently or formerly owned, operated, or otherwise used may have caused contamination from hazardous substances. As a result, we are exposed to possible claims, including government fines and penalties, costs for investigation and clean-up activities, claims for natural resources damages, and claims by third parties for personal injury and property damage, under environmental laws and regulations, especially for the remediation of waterways and soil or groundwater contamination. These laws can impose liability for the cleanup of hazardous substances even if the owner or operator was neither aware of nor responsible for the release of the hazardous substances. We have, in the past, been found not to be in compliance with certain of these laws and regulations, and have incurred liabilities, expenditures, fines and penalties associated with such violations.violations of certain of these laws and regulations. In addition,December 2000, we were notified by the EPA that we are one of the potentially responsible parties that owns or operates, or formerly owned or operated, sites which are part of or adjacent to Portland Harbor. Further, we have been notified that we are or may be a potentially responsible party for actual or possible investigation and cleanup costs from historical contamination at sites other than Portland Harbor currently or formerly owned or operated by us or at other sites where we may have responsibility for such costs due to past disposal or other activities. Environmental compliance costs and potential environmental liabilities could have a material adverse effect on our financial condition, results of operations, and cash flows. See also the risk factor “Potential costs related to the environmental cleanup of Portland Harbor may be material to our financial position and liquidity” in this Item 1A.

Governmental agencies may refuse1A and “Contingencies – Environmental” in Note 10 - Commitments and Contingencies in the Notes to grant or renew our licensesthe Consolidated Financial Statements in Part II, Item 8 of this report.

The U.S. Federal Government and permits, and we may be unable to renew facility leases, thus restricting our ability to operate

We conduct certain of our operations subject to licenses, permits and approvals from state and local governments. Governmental agencies often resistregulators are also emphasizing efforts to strengthen environmental compliance and enforcement, including with respect to clean-up actions under superfund and hazardous waste laws, in overburdened communities that may be disproportionately impacted by adverse health and environmental effects. On September 10, 2021, U.S. EPA Region 9 and the establishment of certain types of facilitiesCalifornia Environmental Protection Agency announced a joint effort to expand environmental enforcement in their communities,overburdened California communities. These initiatives could result in increased enforcement, compliance, and clean-up costs, including auto parts facilities. In addition, from time to time, both the U.S. and foreign governments impose regulations and restrictions on trade in the markets in which we operate. In some countries, governments can require us to apply for certificates or registration before allowing shipment of recycled metal to customers in those countries. There can be no assurance that future approvals, licenses and permits will be granted or that we will be able to maintain and renew the approvals, licenses and permits we currently hold. Failure to obtain these approvals could cause us to limit or discontinue operations in these locations or prevent us from developing or acquiring new facilities, which could have a material adverse effect on our financial condition and results of operations.
We lease a significant portion ofincreased capital expenditures, at our facilities including the substantial majority of our auto parts facilities. Failure to renew these leases may impact our ability to continue operations within certain geographic areas, which could have a material adverse effect on our financial condition, results of operations and cash flows.
located at or near such communities.

Compliance with existing and newfuture climate change, greenhouse gas, and other air emission laws and regulations may adversely impact our operating results

Future

Recent and future legislation or increased regulation regarding climate change and GHG emissions could impose significant costs on our business and our customers and suppliers, including increased energy, capital equipment, emissions controls, environmental monitoring and reporting, and other costs in order to comply with laws and regulations concerning and limitations imposed on climate change and GHG emissions. The potential costs of allowances, taxes, fees, offsets, or credits or additional emission reduction measures that may be part of “cap and trade” programs or similar futureother legislative or regulatory measuresrequirements are still uncertain and the future of these programs or measures is unknown. AnyFor example, in March 2020, the Governor of Oregon issued an executive order directing state

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

agencies to take certain actions to reduce and regulate GHG emissions. Pursuant to this executive order, ODEQ adopted a new Climate Protection Program to limit GHG emissions in the state including from large stationary sources such as our steel mill. Pursuant to these regulations, the mill’s GHG process emissions will be subject to a best available emission reduction technology analysis and standard and its natural gas GHG combustion emissions will be subject to the cap and annual reductions applied to its natural gas supplier. The implementation of such regulations, standards, and programs and any associated costs, including any operating or capital expenditures, are uncertain, but may be material to our results of operations, cash flows, and financial position. The potential increased costs to us of natural gas supplies are also uncertain. In addition, the ODEQ Cleaner Air Oregon (“CAO”) program regulates toxic air emissions from manufacturing and commercial facilities located in Oregon. The ODEQ has published a prioritization list of the facilities within the state subject to the CAO program based on emissions inventories that facilities submitted to the ODEQ. The prioritization list established four tiers of risk groups. Our steel mill has been assigned to the first-tier risk group and entered the CAO program in 2020. To comply with the existing CAO program rules, and as they may be revised in the future, we must undertake an emissions inventory and a public health risk assessment for both our steel mill and our Portland metals recycling facility. We may be required to incur additional operating or capital expenditures to mitigate any significant identified emissions risks, and such expenditures may be material. In addition, we have and continue to incur material capital expenditures to enclose and install additional emission controls for our shredders to meet air emission standards. Recent and future climate change and GHG laws or regulations could negatively impact our ability (and that of our customers and suppliers) to compete with companies situated in areas not subject to such limitations.requirements. Until the timing, scope, and extent of any future laws or regulations becomes known, we cannot predict the effect on our financial condition, operating performance, or ability to compete. Furthermore, even without such laws or regulations, increased awareness and any adverse publicity in the global marketplace about the GHGs emitted by companies in the metals recycling and steel manufacturing industries could harm our reputation and reduce customer demand for our products. See “Business - Environmental Matters” in Part I, Item 1 of this report for further detail.

Risk Factors Relating to Our Employees

Labor shortages or increased labor costs may adversely affect our operating results, financial condition, and cash flows

Our employees contribute to developing and meeting our business goals and objectives, and labor is a significant component of operating our business. The impact of labor shortages or increased labor costs because of increased competition for employees, unemployment levels and benefits, higher employee turnover rates, increases in the federally-mandated or state-mandated minimum wage, change in exempt and non-exempt status, or other employee benefits costs (including costs associated with health insurance coverage or workers’ compensation insurance), may increase our costs or impede our ability to operate our facilities and could have a material adverse effect on our results of operations, financial condition, and cash flows. As a result of the tight labor markets we have experienced since fiscal 2021, we have received fewer job applicants in certain local markets, which, at times, hindered our ability to reach full staffing levels at some of our facilities. Recruiting and retaining employees in sufficient numbers to optimally staff our facilities may result in increases in our labor costs.

Reliance on employees subject to collective bargaining may restrict our ability to operate

Approximately 21%23% of our full-time employees are represented by unions under collective bargaining agreements, including substantially all of the manufacturing employees at our CSS steel manufacturing facility. As these agreements expire, we may not be able to negotiate extensions or replacements of such agreements on acceptable terms. Any failure to reach an agreement with one or more of our unions may result in strikes, lockouts, or other labor actions, including work slowdowns or stoppages, which could have a material adverse effect on our results of operations.


21 / Schnitzer Steel Industries, Inc. Form 10-K 2017


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The underfunded status of our multiemployer pension plans may cause us to increase our contributions to the plans

As discussed in Note 13 - Employee Benefits in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report, we contribute to the Steelworkers Western Independent Shops Pension Plan (“WISPP”), a multiemployer plan benefiting union employees of CSS.our steel mill. Because we have no current intention of withdrawing from the WISPP, we have not recognized a withdrawal liability in our consolidated financial statements. However, if such a liability were triggered, it could have a material adverse effect on our results of operations, financial position, liquidity, and cash flows. Our contributions to the WISPP could also increase as a result of a diminished contribution base due to the insolvency or withdrawal of other employers who currently contribute to it, the inability or failure of withdrawing employers to pay their withdrawal liabilities, or other funding deficiencies, as we would need to fund the retirement obligations of these employers.

In 2004, the Internal Revenue Service (“IRS”) approved a seven-year extension of the period over which the WISPP may amortize unfunded liabilities, conditioned upon maintenance of certain minimum funding levels. In 2014, the WISPP obtained relief from the specified funding requirements from the IRS, which requires that the WISPP meet a minimum funded percentage on each valuation date and achieve a funded percentage of 100% as of October 1, 2029. Based on the actuarial valuation for the WISPP as of October 1, 2016, the funded percentage (based on the ratio of the market value of assets to the accumulated benefits liability (present value of accrued benefits) using the valuation method prescribed by the IRS) was 76.4%, which satisfies the minimum funded percentage requirements of the IRS.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.



22

ITEM 1C. CYBERSECURITY

N/A.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

ITEM 2. PROPERTIES

Our facilities and administrative offices by division, type including their total acreage,and location were as follows as of August 31, 2017:

2023:

 

 

 

Number of Facilities

 

 

Type

Location

 

Owned(1)

 

 

 

Leased

 

 

Administrative Offices

California

 

 

 

 

 

 

1

 

 

 

New Jersey

 

 

 

 

 

 

1

 

 

 

Oregon

 

 

 

 

 

 

1

 

 

 

Rhode Island

 

 

 

 

 

 

1

 

 

Auto Parts Stores

Alberta, Canada

 

 

 

 

 

 

3

 

 

 

Arkansas

 

 

 

 

 

 

1

 

 

 

British Columbia, Canada

 

 

 

 

 

 

1

 

 

 

California(2)

 

 

3

 

 

 

 

16

 

 

 

Florida

 

 

 

 

 

 

1

 

 

 

Georgia

 

 

1

 

 

 

 

 

 

 

Illinois

 

 

 

 

 

 

1

 

 

 

Indiana

 

 

1

 

 

 

 

 

 

 

Kansas

 

 

 

 

 

 

1

 

 

 

Missouri

 

 

1

 

 

 

 

3

 

 

 

Nevada

 

 

 

 

 

 

2

 

 

 

Ohio

 

 

 

 

 

 

1

 

 

 

Oregon

 

 

 

 

 

 

2

 

 

 

Rhode Island

 

 

2

 

 

 

 

 

 

 

Texas

 

 

 

 

 

 

3

 

 

 

Utah

 

 

 

 

 

 

1

 

 

 

Virginia

 

 

 

 

 

 

1

 

 

 

Washington

 

 

1

 

 

 

 

4

 

 

Metals Recycling

Alabama

 

 

3

 

 

 

 

 

 

 

British Columbia, Canada

 

 

 

 

 

 

4

 

 

 

California

 

 

4

 

[A]

[B]

 

 

 

 

Georgia

 

 

10

 

[B]

 

 

 

 

 

Hawaii

 

 

1

 

[A]

[B]

 

1

 

 

 

Kentucky

 

 

3

 

 

 

 

1

 

 

 

Maine

 

 

2

 

 

 

 

 

 

 

Massachusetts

 

 

2

 

[A]

[B]

 

1

 

 

 

Mississippi

 

 

3

 

 

 

 

 

 

 

Montana

 

 

1

 

 

 

 

 

 

 

Nevada

 

 

 

 

 

 

1

 

 

 

New Hampshire

 

 

2

 

 

 

 

 

 

 

Oregon

 

 

4

 

[A]

[B]

 

 

 

 

Puerto Rico

 

 

1

 

[A]

[B]

 

3

 

 

 

Rhode Island

 

 

1

 

 

 

 

1

 

[A]

 

Tennessee

 

 

1

 

 

 

 

1

 

 

 

Washington

 

 

3

 

[A]

[B]

 

 

 

Steel Mill

Oregon

 

 

1

 

 

 

 

 

 

Steel Distribution

California

 

 

1

 

 

 

 

 

 

Recycling Services

Texas

 

 

 

 

 

 

1

 

 

 

Total Operating Facilities and Administrative Offices

 

 

52

 

 

 

 

59

 

 

 

Non-Operating

 

 

7

 

 

 

 

7

 

 

 

 

 

 

59

 

 

 

 

66

 

 

[A] Operation includes a deepwater port. Puerto Rico and Hawaii operations access deepwater ports through public docks.

[B] Includes large-scale shredding operations.

(1)
Includes eight primarily owned facilities where an adjacent or supplementary parcel of the site is leased.
Division
No. of
Facilities
 Acreage
Leased Owned Total
Corporate offices – Domestic1
 
 
 
Auto and Metals Recycling:       
Domestic:(1)
       
Administrative offices3
 
 
 
Collection and processing31
 47
 445
 492
Collection4
 5
 14
 19
Auto parts stores49
 583
 166
 749
Non-operating sites(4)
17
 47
 160
 207
Foreign:(2)

 
 
 
Collection and processing3
 28
 4
 32
Collection1
 6
 
 6
Auto parts stores4
 50
 
 50
Non-operating sites(4)
7
 24
 
 24
Cascade Scrap and Steel:       
Domestic:       
Steel mill and administrative offices2
 
 85
 85
Collection and processing3
 
 98
 98
Collection2
 
 8
 8
Non-operating sites(4)
2
 
 50
 50
Total company:       
Domestic114
 682
 1,026
 1,708
Foreign(2)
15
 108
 4
 112
Total(3)
129
 790
 1,030
 1,820
(2)
Three sites are jointly owned with minority interest partners.
_____________________________

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We jointly own 36 acres in California at three of our sites and 19 acres in Indiana at one of our sites with minority interest partners.

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

(2)All foreign facilities are located in Canada.
(3)For long-lived assets by geography, see Note 18 – Segment Information in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report.
(4)Non-operating sites are comprised of owned and leased real properties, some of which are sublet to external parties.

We consider all operating properties, both owned and leased, to be well-maintained, in good operating condition, and suitable and adequate to carry on our business.


For further discussion of our operating properties, see “Business,” and “Distribution” in Part I, Item 1 of this report.

From time to time, we are involved in various litigation matters that arise in the ordinary course of business involving normal and routine claims, including environmental compliance matters. Such proceedings include, but are not limited to, proceedings relating to our status as a potentially responsible party with respect to the Portland Harbor Superfund Site and proceedings relating to other legacy environmental issues, and proceedings arising from accidents involving Company-owned vehicles, including Company tractor trailers.issues. For additional information regarding such matters, see Note 9 –10 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report. Except as described in such Note, we currently believe that the ultimate outcome of these proceedings, individually or in the aggregate, will not have a material adverse effect on our consolidated financial position, results of operations, cash flows or business.


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In fiscal 2013, the Commonwealth of Massachusetts advised us of alleged violations of environmental requirements, including but not limited to those related to air emissions and hazardous waste management, at our operations in the Commonwealth. We actively engaged in discussions with the Commonwealth's representatives, which resulted in a settlement agreement to resolve the alleged violations. A consent judgment was jointly filed with and entered by the Superior Court for the County of Suffolk, Commonwealth of Massachusetts on September 24, 2015. The settlement involved a $450,000$450 thousand cash payment, an additional $450,000$450 thousand in suspended payments to be waived upon completion of a shredder emission control system and certain other specified milestones, and $350,000$350 thousand in supplemental environmental projects that we have completed.

The Alameda County District Attorney In fiscal 2021, the upgraded shredder emission control system became fully operational to design criteria, and the California Officeadjusted milestones for waiver of the Attorney General,suspended penalties were met.

On February 23, 2021, the latterCalifornia State Department of Toxic Substance Control (“DTSC”) issued a corrective action enforcement order with respect to our metal recycling facility in Oakland, California that would require us to submit a current conditions report, to undertake a facilities investigation, risk assessment, a corrective measures study, and to implement corrective measures selected by the DTSC based on behalfthose assessments and studies. We dispute DTSC’s alleged jurisdictional basis for the order, as well as the scope of certainwork required by the order, which we believe is unwarranted and duplicative of ongoing assessments being conducted under the oversight of another state agencies, are jointly investigating alleged violationsagency. We have filed a notice of environmental requirements, including but not limited to those related to hazardous waste management and water quality, at onedefense that by law stays the effectiveness of our operations in the California. We are currently engaged in extensive discussions with the governmental representatives concerning the nature, extent and schedule for implementation of various facility upgrades and remedial activities that have been completed or that are underwayorder and are includedchallenging the order through the DTSC administrative process.

In addition, the DTSC issued a similar corrective action enforcement order on March 18, 2021 with respect to our metal recycling facility in our capital expenditure budget and that we believewill resolve the underlying environmental concerns identifiedFresno, California based on inspections conducted by the agencies. We have also continued to dispute certain of the allegations that have been raised and maintain that the operational practices giving rise to those allegations wereDTSC in compliance with applicable laws. To date, no complaint has been filed by the District Attorney or the State of California although we anticipate that the settlement of this matter will ultimately involve the simultaneous filing of a complaint and a stipulation (settlement) that involves a commitment to complete agreed-upon actions, payment of a civil penalty, and reimbursement of the agencies’ enforcement costs. Completion of a Supplemental Environmental Project may offset some portion of the penalty. The government has not yet presented a penalty demand or disclosed its enforcement costs, but based on similar enforcement proceedings that have recently been concluded2013. That 2013 inspection resulted in the State of California and the government’s positive response to the facility improvements that have been completed or are underway, we do not believe that the potential penalty or enforcement costs associated with resolution of this enforcement proceeding will be material to our financial position, results of operations, cash flows or liquidity.

The California Office of the Attorney General has also received a formal enforcement referral relating to another facility that we operate in California. This matter grew out of an agency inspection of the facility and subsequent issuance of a Summary of Violations in 2015 setting forth a number of alleged violations relating to hazardous waste management requirements. We were notified byWhile we dispute the agency that our response to the Summary of Violations was not accepted and that the matter had been referred to the Attorney General. We are currentlyalleged violations, we engaged in settlement discussions that had resulted in a tentative agreement in April 2018 to resolve this matter. Basedsettle the matter for $490 thousand, of which $368 thousand was to be paid as a civil penalty and $122 thousand was to be paid as reimbursement for agency investigation and enforcement costs. However, the parties were not able to reach agreement on the natureinjunctive terms of the specific allegationssettlement agreement, and the fact that the activities in question were conducted several years ago and are not ongoing, as well as the settlement discussions to date and resolution of a similar enforcement proceeding that has recently been concluded in California we do not believe the resolution of this threatened enforcement proceeding will be material to our financial position, results of operations, cash flows or liquidity.
In addition, we were informed in late July 2017 that the New Hampshire Office of the Attorney General is contemplating bringing a civil action(“COAG”), on behalf of DTSC, filed suit in connection with a legacy environmental issue at a closed facility in New Hampshire owned and previously operated by New England Metal Recycling LLC (NEMR), an indirectly wholly-owned subsidiary. This matter had been formally referred to the New Hampshire Office of Attorney General and relates to subsurface automotive shredder residue (ASR) located at the site that we discovered and self-reported in response to findings from a routine inspectionSuperior Court of the siteState of California, County of Fresno on June 25, 2020 against Schnitzer Fresno, Inc., a wholly-owned subsidiary, which operates the facility, seeking a permanent injunction and civil penalties. In early 2022, the parties agreed to formal mediation of the dispute, which effort was unsuccessful. However, we were able to resume settlement negotiations with DTSC, and settlement was achieved in January 2023. A Stipulated Judgement resolving the case was entered by the New Hampshire DepartmentFresno County Superior Court on January 18, 2023. The settlement terms include payment of Environmental Services (NHDES) in May 2015. It appears that this subsurface ASR dates back to 2006 or beforea penalty of $525 thousand, specified injunctive relief requirements, and may have resultedcompletion of site investigation and remediation requirements depending on the outcome of the investigation and risk assessment.

In January 2018, the Company received a finding of violation letter from the failureUnited States Environmental Protection Agency (“USEPA”) with respect to complete a corrective action plan in 2006, although a former NEMR employee reported at the time that the work had been completed. In April 2017, NEMR received a letter of deficiency allegingalleged violations of environmental requirements stemming from refrigerant recovery management program inspections at 12 of our facilities in the New England and Pacific Northwest regions in July 2017 and November 2017. Except with respect to a minor and now corrected non-compliance matter at one facility, we believe that we were in compliance with the relevant regulations. Nevertheless, in December 2017 and prior to receipt of the USEPA letter, we implemented improvements to our refrigerant recovery management program to further strengthen that program, including improvements to address concerns raised by USEPA during the inspections. We conferred with USEPA and the United States Department of Justice (“USDOJ”) regarding the alleged violations and reached agreement to settle this matter. On April 21, 2022, the USDOJ on behalf of the USEPA filed a Complaint and lodged a Consent Decree reflecting the terms of the agreed settlement with the United States District Court for the District of Massachusetts, which Consent Decree was entered as a final judgment by the Court on June 23, 2022. Pursuant to the Consent Decree, the Company agreed to settle the matter without admitting any liability with respect to the allegations in the Complaint for a civil penalty of $1.55 million, implementation of an approved, further enhanced refrigerant recovery management program, and execution of a R-12 refrigerant destruction mitigation project. The Company has implemented the USEPA approved enhanced refrigerant recovery management program at its metals recycling facilities, implemented the mitigation project and paid the civil penalty on July 18, 2022.

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In January 2020, the USEPA issued a Notice of Violation (“NOV”) based on its evaluation of data requested during a June 2019 inspection at our facility in Oakland, California alleging the same violation of a Bay Area Air Quality Management District (“BAAQMD”) air emissions rule that was the subject of a Compliance and Settlement Agreement (“CSA”) with BAAQMD that was executed as of September 22, 2020 and also alleging violations of Title V Major Source permitting requirements based on source testing results of the enclosed shredder. The CSA required the installation of new emission controls for volatile organic compounds (“VOCs”), the payment of a civil penalty and excess emissions fees totaling $400 thousand, and the provision of certain VOC offsets. The Company timely filed an application for a Title V Major Source Permit and simultaneously filed an application for Synthetic Minor Operating Permit based on the proposed installation of Regenerative Thermal Oxidizers and acid gas scrubbers. The Company maintains that the timely filing of a Title V Major Source permit application constitutes compliance with Title V Major Source rules and that USEPA’s Title V non-compliance allegations are erroneous. The Company has conveyed that position to USEPA and has provided USEPA with documentation requested by USEPA confirming our position. To date, USEPA has taken no further action relating to the characterizationNOV. In addition, the Company has completed installation of new VOC emissions controls that have achieved compliance with the BAAQMD emissions rule. Accordingly, the Company does not believe that federal enforcement of the BAAQMD rule or Title V permitting requirements is warranted.

On September 3, 2021, the Oregon Department of Environmental Quality (“ODEQ”) issued a Pre-Enforcement Notice (“PEN”) alleging that the Company’s metal shredder facility in Portland, Oregon was in violation of Title V of the federal Clean Air Act (“CAA”). In the PEN, ODEQ also alleged violations of major source new source review, CAO and disposalfederal hazardous air pollutant control technology requirements and gave notice to the Company that ODEQ had referred the matter to USEPA for review and possible formal enforcement. On April 25, 2022, the Company received an Information Request from USEPA, Region 10 under Section 114 of hazardous wastethe CAA with respect to both the Portland shredder facility and the Tacoma metal shredder facility. The Company has responded to the Information Request. In our response, we identified why Title V does not apply to the Portland and Tacoma facilities, explained that we had submitted an application to ODEQ in December 2018 for an Air Contaminant Discharge Permit for the Portland facility with plant site emission limits that would limit emissions to less than Title V thresholds, noted that the Tacoma facility operates pursuant to an Order of Approval issued by the Puget Sound Clean Air Agency, described that we were proactively enclosing the shredders and installing particulate and volatile organic compound controls at both facilities, and included information on the permit applications that had been submitted in connection with the subsurface ASR. We are continuing to work with the NHDES to prepareenclosure and implement a remedial action plan and have accrued for our expected cost of such work. We expect to enter into settlement negotiations with the Attorney General’s Office prior to filing of any petition in the event they proceed with an enforcement case. Based on the nature of the specific allegations and the fact that the activities in question were conducted over ten years ago, as well as our self-reporting of the matter and cooperation to date in pro-actively pursuing a remediation action plan, we doemission control projects. The Company does not believe that any enforcement action is warranted in this matter. ODEQ issued a separate information request for the Portland facility on December 8, 2022, and EPA transmitted a letter to the Company on December 20, 2022, indicating that ODEQ would assume lead agency status for potential enforcement. We responded to the ODEQ information request on January 12, 2023, and submitted additional information on April 13, 2023. The Company has disputed ODEQ's allegations concerning the violations and is currently in negotiations regarding resolution of this threatened enforcement proceeding willmatter. If additional emissions controls are required at either or both of the facilities, the costs of installation could be material to our financial position, results of operations and cash flowsflows.

On June 22, 2023, ODEQ issued two separate letters to the Company concerning the steel mill’s Title V permit. In the first letter, ODEQ alleged violations related to fluoride and hydrogen fluoride emissions and also claimed a failure to fully implement a pollution prevention plan. The Company has filed a notice of contested case and is in discussions with ODEQ to resolve this matter. In the second letter, ODEQ notified the Company of its intent to reopen the steel mill’s Title V permit to include a third-party contractor’s emissions that has operated on a portion of the mill property for decades and to add a greenhouse gas plant site emissions limit compliance monitoring requirement to the Title V permit. The Company has contested ODEQ’s actions and is in discussions to resolve this matter.

On August 5, 2020, The Athletics Investment Group LLC (“A’s”) filed an action in the California Superior Court for the County of Alameda against the DTSC as Respondent and the Company as Real Party in Interest, seeking rescission of the “f letter” pursuant to which DTSC classified treated shredder waste from the Company’s metal shredding facility in Oakland, California as a “nonhazardous waste” which among other things permits its use as alternative daily cover at municipal landfills. Pursuant to determinations under section 66260.200(f) of the state hazardous waste regulations issued in 1988 and 1989 (the “f letters”), the DTSC determined that treated shredder waste from the Company’s facility does not pose a significant hazard to human health, safety, or liquidity.

the environment. The Superior Court on April 16, 2021 issued an order and writ of mandate commanding the DTSC within 30 days to rescind the Company’s “f letters” concluding that, under a law enacted by the legislature in 2014, the DTSC had a mandatory duty to rescind the “f letters.” The Superior Court reached this decision despite a determination by DTSC in 2018 pursuant to the 2014 statute reconfirming that treated shredder residue does not need to be managed as a hazardous waste in order to protect human health, safety, or the environment. Following the lifting of an initial stay of that order, DTSC rescinded the Company’s “f letters” on November 29, 2021. As a result of the April 16, 2021 Superior Court order and subsequent orders by the same Superior Court, the Company has at times been required to transport its shredder waste out of state for disposal at increased costs. The Company filed notices of appeal of the Superior Court's orders, and on September 30, 2022 the California State Court of Appeals, First Appellate District, Division Three reversed the April 16, 2021 Superior Court order, holding that the statute does not impose a mandatory duty on DTSC to rescind the Company’s “f letters” and that DTSC could continue to regulate metal shredder waste through statutorily compliant “f letters” since DTSC’s analysis confirmed this waste need not be classified as hazardous to protect human health and the environment. DTSC subsequently agreed to an alternative treatment

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standard for the shredder waste under an existing statutory exclusion, which allowed the Company to cease transporting its shredder waste out of state. Following the California Supreme Court’s denial of review of the Court of Appeals’ decision, the Company immediately sought reinstatement of its “f letters.” On April 3, 2023, the Company received confirmation from DTSC that the “f letters” are in effect, subject to certain conditions.

On December 10, 2021, an emergency regulation (“CTMSR Regulation”) that allows metal shredding facilities to transport and dispose of treated shredder residue as non-hazardous waste under a conditional exclusion became effective, and the Company shipped treated shredder residue for use as alternative daily cover at municipal landfills in California from late December 2021 to September 7, 2022 when the emergency regulation expired. Following an inspection by the DTSC of the Company’s Oakland metal shredding facility on May 16 and 17, 2022, the Company in its compilation and review of records requested by the DTSC during that inspection discovered and promptly self-disclosed to the DTSC that it is unable to confirm that it was in compliance with certain aspects of the CTMSR Regulation for certain periods since the adoption of the emergency regulation. The Company reported the corrective actions it has taken and the numerous detailed procedures that are now in place to prevent recurrence. The Company is confident that any failure to comply with the CTMSR Regulation did not pose a risk to human health or the environment. On August 31, 2022, the DTSC issued an Inspection Report detailing alleged violations including allegations that the Company treated and stored metal shredder residue without a permit or other grant of authorization in violation of the California Hazardous Waste Control Law (“HWCL”). The Company had previously discussed with DTSC the various forms of authorization that would satisfy the CTMSR Regulation and had promptly obtained a Permit by Rule under the HCWL which it understood to be a satisfactory option. In a September 14, 2022 letter, the Company responded in detail to the alleged violations setting forth the corrective actions it has taken including having obtained interim status authorization for the treatment and storage of metal shredder residue under the permitting provisions of the HCWL with a full reservation of rights.

On May 6, 2022, the A’s filed an action in the Superior Court of the State of California, County of Alameda against the BAAQMD as Respondent and the Company as Real Party in Interest (the “BAAQMD Case”) alleging that the BAAQMD has failed to properly regulate the Company’s Oakland shredder facility under the federal and California Clean Air Acts and seeking an order requiring the BAAQMD to revoke the Company’s Permit to Operate for the Oakland facility. On June 3, 2022, the BAAQMD removed this action to the United States District Court, Northern District of California where the A’s had previously filed an action against the Company on July 7, 2021 raising substantially similar issues under the federal Clean Air Act’s citizen suit provision alleging violations by the Oakland facility of the federal Clean Air Act and permit conditions and seeking declaratory and injunctive relief, which action is currently in discovery with a trial, if any, currently scheduled for June 2024. The BAAQMD Case was remanded back to Alameda Superior Court on October 7, 2022, and no schedule has yet been established for that case.

On March 30, 2022, September 8, 2022, and July 31, 2023, the Company received letters from the COAG alleging violations of the Stipulation for Entry of Final Judgment and Order on Consent (“Consent Order”) issued by the Superior Court of the State of California, County of Alameda in February 2021 that was entered into with the Alameda County District Attorney, DTSC and COAG to settle certain alleged violations of environmental requirements at our Oakland metals recycling facility. The letters demand that the Company take additional measures to address the off-site release and deposition of light fibrous material (“LFM”). The Company does not believe that it is in violation of the Consent Order and has detailed the additional control measures that the Company has implemented and continues to implement to reduce the potential for releases of LFM from its Oakland facility. The Company is in continuing discussions with the COAG, the Alameda County District Attorney’s office, and DTSC regarding this matter and does not believe that further enforcement action is warranted.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT
Information about our executive officers is incorporated by reference from Part III, Item 10 of this annual report.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

PART II


ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Class A common stock is listed on the NASDAQ Global SelectThe Nasdaq Stock Market LLC (“NASDAQ”) under the symbol SCHN.RDUS (SCHN prior to September 1, 2023). There were 192147 holders of record of Class A common stock on October 20, 2017.23, 2023. Our Class A common stock has been trading since November 16, 1993. The following table sets forth the high and low trading stock prices reported on NASDAQ and the dividends paid per share for the periods indicated.

 Fiscal 2017
 High Price Low Price Dividends Per Share
First Quarter$30.33
 $17.30
 $0.1875
Second Quarter$30.60
 $22.55
 $0.1875
Third Quarter$25.00
 $17.50
 $0.1875
Fourth Quarter$27.70
 $18.65
 $0.1875
      
 Fiscal 2016
 High Price Low Price Dividends Per Share
First Quarter$17.81
 $12.64
 $0.1875
Second Quarter$16.93
 $11.70
 $0.1875
Third Quarter$21.57
 $14.49
 $0.1875
Fourth Quarter$20.65
 $14.83
 $0.1875

Our Class B common stock is not publicly traded. There was one holder of record of Class B common stock on October 20, 2017.
23, 2023. Our Class B common stock is not publicly traded.

We declared our 118th consecutive quarterly dividend in the fourth quarter of fiscal 2023. The payment of future dividends is subject to approval by our Board of Directors and continued compliance with the terms of our credit agreement. See Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of this report for further discussion of our credit agreement.

Issuer Purchases of Equity Securities

Pursuant to a share repurchase program as amended in 2001, 2006, and 2006, we were2008, our Board of Directors had previously authorized tothe repurchase of up to 6nine million shares of our Class A common stock when management deems such repurchases to be appropriate. In November 2008,On June 27, 2022, our Board of Directors approvedauthorized a new share repurchase program of up to an increase in the shares authorized for repurchase by 3 million, to 9 million. As of the beginning of fiscal 2015, we had repurchased approximately 6.9additional three million shares of our Class A common stock. We may repurchase our common stock underfor a variety of reasons, such as to optimize our capital structure and to offset dilution related to share-based compensation arrangements. We consider several factors in determining whether to make share repurchases including, among other factors, our cash needs, the program.availability of funding, our future business plans, and the market price of our stock. We did not repurchase our common stock in fiscal 2023. We repurchased approximately 68944 thousand shares for a total of $1 million and 203 thousand shares for a total of $3$34 million in open-market transactions in fiscal 2015 and 2016, respectively.2022. We did not repurchase any sharesour common stock in fiscal 2017.2021. As of August 31, 2017,2023, there were approximately 1.82.8 million shares available for repurchase under the program.

The share repurchase program does not require us to acquire any specific number of shares, and we may suspend, extend, or terminate the program at any time without prior notice, and the program may be executed through open-market purchases, privately negotiated transactions, or utilizing Rule 10b5-1 programs. We evaluate long- and short-range forecasts as well as anticipated sources and uses of cash before determining the course of action that would best enhance shareholder value.

Securities Authorized for Issuance under Equity Compensation Plans
See Note 14 - Share-Based Compensation in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for information regarding securities authorized for issuance under share-based compensation plans.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Performance Graph

The following graph and related information comparescompare cumulative total shareholder return on our Class A common stock for the five-year period from September 1, 20122018 through August 31, 2017,2023, with the cumulative total return for the same period of (i) the S&P 500 Steel Index and (ii) the S&P Steel Index and (iii) the NASDAQ Composite600 Metals & Mining Index. These comparisons assume an investment of $100 at the commencement of the five-year period and that all dividends are reinvested. The stock performance outlined in the performance graph below is not necessarily indicative of our future performance, and we do not endorse any predictions as to future stock performance.

img245763266_1.jpg 

 

 

Year Ended August 31,

 

 

 

2018

 

 

2019

 

 

2020

 

 

2021

 

 

2022

 

 

2023

 

Radius Recycling(1)(2)

 

$

100

 

 

$

87

 

 

$

81

 

 

$

197

 

 

$

140

 

 

$

144

 

S&P 500 Steel

 

$

100

 

 

$

78

 

 

$

73

 

 

$

188

 

 

$

213

 

 

$

258

 

S&P 600 Metals & Mining

 

$

100

 

 

$

66

 

 

$

64

 

 

$

116

 

 

$

115

 

 

$

151

 


(1)
 Year Ended August 31,
 2012 2013 2014 2015 2016 2017
Schnitzer Steel Industries(1)
$100
 $94
 $106
 $69
 $78
 $116
NASDAQ100
 119
 153
 162
 179
 223
S&P 500100
 119
 149
 149
 168
 195
S&P Steel Index100
 99
 125
 97
 108
 123
_____________________________
(1)Because we operate in two distinct but related businesses, we have no direct market peer issuers.

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dba Radius Recycling Class A Common Stock

(2)
Because of the composition of our major product categories, we have no direct market peer issuers.

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth selected consolidated financial data for each of the five years in the period ended August 31, 2017. The selected consolidated financial data presented below should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations set forth in Part II, Item 7 of this Annual Report on Form 10-K and the consolidated financial statements and the accompanying notes set forth in Part II, Item 8 of this Annual Report on Form 10-K.
 Year Ended August 31,
 2017 2016 2015 2014 2013
STATEMENT OF OPERATIONS DATA:         
(in thousands, except per share and dividend data)        
Revenues$1,687,591
 $1,352,543
 $1,915,399
 $2,534,926
 $2,616,792
Operating income (loss)(1)
$56,013
 $(7,842) $(195,529) $24,364
 $(323,178)
Income (loss) from continuing operations$47,368
 $(16,240) $(187,849) $12,400
 $(275,781)
Loss from discontinued operations, net of tax(2)
$(390) $(1,348) $(7,227) $(2,809) $(4,242)
Net income (loss) attributable to SSI$44,511
 $(19,409) $(197,009) $5,924
 $(281,442)
Income (loss) per share from continuing operations attributable to SSI (diluted)$1.60
 $(0.66) $(7.03) $0.32
 $(10.40)
Net income (loss) per share attributable to SSI (diluted)$1.58
 $(0.71) $(7.29) $0.22
 $(10.56)
Dividends declared per common share$0.750
 $0.750
 $0.750
 $0.750
 $0.750
OTHER DATA:         
Sales volumes (in thousands)(3):
         
AMR recycled ferrous metal (tons)(4)
3,145
 2,899
 3,186
 3,591
 3,666
AMR recycled nonferrous metal (pounds)540,791
 473,737
 539,850
 563,530
 528,846
CSS finished steel products (tons)496
 488
 540
 533
 488
Average net selling price(3)(5):
         
AMR recycled ferrous metal (per ton)$242
 $193
 $264
 $347
 $351
AMR recycled nonferrous metal (per pound)$0.63
 $0.60
 $0.74
 $0.82
 $0.89
CSS finished steel products (per ton)$534
 $522
 $639
 $677
 $680
          
 August 31,
 2017 2016 2015 2014 2013
BALANCE SHEET DATA (in thousands):         
Total assets$933,755
 $891,429
 $962,299
 $1,355,210
 $1,405,512
Long-term debt, net of current maturities$144,403
 $184,144
 $227,572
 $318,842
 $372,663
_____________________________
(1)Operating income in fiscal 2017 includes other asset impairment charges (recoveries), net, of $(1) million and a net gain from restructuring charges and other exit-related activities of less than $1 million. Operating loss in fiscal 2016 includes a goodwill impairment charge of $9 million, other asset impairment charges of $21 million, and restructuring charges and other exit-related activities of $7 million. Operating loss in fiscal 2015 includes a goodwill impairment charge of $141 million, other asset impairment charges of $45 million, and restructuring charges and other exit-related activities of $13 million. Operating income in fiscal 2014 includes other asset impairment charges of $1 million and restructuring charges and other exit-related activities of $7 million. Operating loss in fiscal 2013 includes a goodwill impairment charge of $321 million, other asset impairment charges of $13 million and restructuring charges and other exit-related activities of $8 million.
(2)In fiscal 2015, the Company ceased operations at seven auto parts stores, six of which qualified for discontinued operations reporting and whose results have been removed from other data for all periods presented, as applicable. In fiscal 2014, the Company also released an environmental liability of $1 million associated with operations disposed in fiscal 2010. See Note 8 - Discontinued Operations in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion.
(3)Tons for recycled ferrous metal are long tons (2,240 pounds) and for finished steel products are short tons (2,000 pounds).
(4)The Company sold to external customers or delivered to its steel mill an aggregate of 3,628 thousand, 3,289 thousand, 3,708 thousand, 4,309 thousand, and 4,506 thousand tons of ferrous recycled scrap metal in fiscal 2017, 2016, 2015, 2014 and 2013, respectively. Company-wide ferrous volumes include total ferrous sales volumes for AMR, ferrous tons sold externally by CSS, and ferrous tons delivered by CSS's metals recycling operations to its steel mill, net of inter-segment eliminations.
(5)In accordance with generally accepted accounting principles, the Company reports revenues that include amounts billed for freight to customers; however, average net selling prices are shown net of amounts billed for freight.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section includes a discussion of our operations for the three fiscal years ended August 31, 2017, 2016,2023 and 2015.2022. The following discussion and analysis providesprovide information which management believes is relevant to an assessment and understanding of our financial condition and results of operations and financial condition.operations. The discussion should be read in conjunction with the Consolidated Financial Statements and the related notesNotes thereto included in Part II, Item 8 of this report and the Selected Financial Data contained inreport.

For discussion of our results of operations for fiscal year 2021 including comparison to fiscal 2022, refer to Part II, Item 67. Management's Discussion and Analysis of this report.


Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended August 31, 2022.

Business

We are

Founded in 1906, Radius Recycling is one of North America’s largest recyclers of ferrous and nonferrous scrap metal, including end-of-life vehicles, and a manufacturer of finished steel products.

Prior As a vertically integrated organization, we offer a range of products and services to the fourth quarter of fiscal 2017,meet global demand through our network that includes 50 retail self-service auto parts stores, 54 metals recycling facilities, and an electric arc furnace (“EAF”) steel mill. Our internal organizational and reporting structure supported twoincludes a single operating and reportable segments: the Autosegment.

We sell recycled ferrous and Metals Recycling ("AMR") businessnonferrous metal in both foreign and the Steel Manufacturing Business ("SMB"). In the fourth quarterdomestic markets. We also sell a range of fiscal 2017, in accordance with our plan announced in June 2017, we modified our internal organizational and reporting structure to combinefinished steel long products produced at our steel manufacturing operations, which had been reported as our SMB segment, with our Oregon metals recycling operations, which had been reported within our AMR segment, forming a new division named Cascade Steel and Scrap ("CSS"). The Oregon metals recycling operations include our shredding and export facilities in Portland, Oregon, and also include four metals recycling feeder yard operations located in Oregon and Southern Washington and one metals recycling joint venture ownership interest. The Oregon metals recycling operations source substantially all of the scrap raw material needs of our steel manufacturing operations. This change in organizational structure is intended to enhance our flexibility, generate internal synergies, and enable us to more effectively adjust to market changes across our recycling and steel manufacturing operations. We began reporting on this new segment structure in the fourth quarter of fiscal 2017 as reflected in this Annual Report on Form 10-K. The segment data for the comparable periods presented has been recast to conform to the current period presentation for all activities of the reorganized segments. Recasting this historical information did not have an impact on the consolidated financial performance of SSI for any of the periods presented.

We use operating income to measure our segment performance. Restructuring charges and other exit-related activities are not allocated to segment operating income because we do not include this information in our measurement of the segments’ performance. Expense related to shared services that support operational activities and transactions is allocated from Corporate to the segments. Unallocated Corporate expense consists primarily of expense for management and certain administrative services that benefit both segments. The results of discontinued operations are excluded from segment operating income and are presented separately, net of tax, from the results of ongoing operations for all periods presented. See Note 18 – Segment Information in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for a discussion of the primary activities of each reportable segment, total assets by reportable segment, operating results from continuing operations, revenues from external customers and concentration of sales to foreign countries.
mill. Our results of operations depend in large part on the demand and prices for recycled metal in foreign and domestic markets and on the supply of raw materials, including end-of-life vehicles, available to be processed at our facilities. Our results of operations also depend substantially on our operating leverage from processing and selling higher volumes of recycled metal as well as our ability to efficiently extract ferrous and nonferrous metals from the shredding process. We respond to changes in selling prices for processed metal by seeking to adjust purchase prices for unprocessed scrap metal in order to manage the impact on our operating income.results. We believe we generally benefit from sustained periods of stable or rising recycled scrap metal selling prices, which allow us to better maintain or increase both operating incomeresults and unprocessed scrap metal flow into our facilities. When recycled scrap metal selling prices decline, either sharply or for a sustained period, our operating margins typically compress.
Our deep water port facilities on both the East and West Coasts of the United States (in Everett, Massachusetts; Providence, Rhode Island; Oakland, California; Tacoma, Washington; and Portland, Oregon) and access With respect to public deep water port facilities (in Kapolei, Hawaii; and Salinas, Puerto Rico) allow us to efficiently meet the global demand for recycled ferrous metal by shipping bulk cargoes tofinished steel manufacturers located in Europe, Africa, the Middle East, Asia, and North, Central and South America. Our exports of nonferrous recycled metal are shipped in containers through various public docks to specialty steelmakers, foundries, aluminum sheet and ingot manufacturers, copper refineries and smelters, brass and bronze ingot manufacturers and wire and cable producers globally. We also transport both ferrous and nonferrous metals by truck, rail and barge in order to transfer scrap metal between our facilities for further processing, to load shipmentsproducts produced at our export facilitiessteel mill, our results of operations are impacted by demand and prices for these products, which are sold to meet regional domestic demand.
customers located primarily in the Western U.S. and Western Canada.

Our quarterly operating results fluctuate based on a variety of factors including, but not limited to, changes in market conditions for recycled ferrous and nonferrous recycled metal and finished steel products, the supply of scrap metal in our domestic markets, and varying demand for used auto parts from our self-service retail stores. TheseCertain of these factors are influenced, to a degree, by the impact of seasonal changes including severe weather conditions, which can impact the timing of shipments and inhibit construction activity utilizing our products, scrap metal collection and production levels at our facilities, and retail admissions and parts sales at our auto parts stores.


28 Further, sanctions, trade actions, and licensing and inspection requirements can impact the level of profitability on sales of our products and, in certain cases, impede or restrict our ability to sell to certain export markets or require us to direct our sales to alternative market destinations, which can cause our quarterly operating results to fluctuate.

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Strategic Priorities

As we continue to closely monitor economic conditions, we remain focused on the following core strategies and plans to meet our business goals and objectives:

Long-term expansion of ferrous and nonferrous scrap metal supply and processing, sales volumes, and operating margins;
Manufacturing and information technology investments and process improvements to increase the separation and recovery of metal materials from our shredding process, expand product optionality, enable volume growth, increase efficiency, and expand recycling services;
Development of new products and use of our core competencies in adjacent recycling businesses to expand recycling services and capabilities to reach a broader market, enhance customer value, and increase operating margins;
Increase market share through initiatives to maximize volumes and through selective partnerships, alliances, and acquisitions;
Productivity and continuous improvement initiatives to ensure the safety of our employees, increase operating efficiency and effectiveness, advance sustainable business practices, improve natural resource stewardship, and reduce operating expense;
Use of our seven deep waterdeepwater ports and ground-based logistics network to directly access customers domestically and internationally to meet demand for our products wherever it is greatest; and
Further optimization of our integrated recycling and steel manufacturing operating platformplatforms to maximize opportunities for synergies, cost efficiencies, and volumes;volumes.
Continuous improvement initiatives to increase production efficiency, enhance effectiveness in our commercial activities and reduce operating expense;
Technology and process improvement investments to increase the separation and recovery of recycled materials from our shredding process and to generate more value-added products; and
Increase market share through initiatives to maximize volumes and through selective partnerships, alliances and acquisitions.
Our auto parts stores are key suppliers to our metal recycling facilities, and we look to enhance the geographic proximity of operations among those facilities. We have a recycling presence in the Northwestern U.S., in Northern California and in the Northeastern U.S., near our export facilities in Tacoma, Washington, Portland, Oregon, Oakland, California and Everett, Massachusetts, which enhances our access to regional supplies of scrap metal and end-of-life vehicles.
In fiscal 2015, we initiated and implemented restructuring initiatives consisting of idling underutilized metals recycling assets, including a shredder in Johnston, Rhode Island and another shredder in Surrey, British Columbia, and closing seven auto parts stores at AMR to more closely align our business to market conditions. Additional cost savings and productivity improvement initiatives, including adjustments to our operating capacity through additional facility closures, were identified and initiated in fiscal 2016. Facility closures in fiscal 2016 included a small shredding facility in Concord, New Hampshire. Six of the auto parts stores closed in fiscal 2015 qualified for discontinued operations reporting beginning in fiscal 2015. See Note 8 - Discontinued Operations and Note 10 - Restructuring Charges and Other Exit-Related Activities in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report.

Key economic factors and trends affecting the industries in which we operate

We sell recycled metals to the global steel industry for the production of finished steel. Our financial results largely depend on supply of raw materials in the U.S. and Western Canada and demand for recycled metal in foreign and domestic markets and for finished steel products in the Western U.S. and Western Canada. Demand for most of our products is cyclical in nature and sensitive to changes in general economic conditions. The timing and magnitude of the economic cycles in the industries in which our products are used, including global steel manufacturing and nonresidential and infrastructure construction in the U.S., are difficult to predict. Global economic conditions, including impacts of geopolitical instability and the COVID-19 pandemic, structural and cyclical changes in supply and demand conditions, inflation, rising interest rates, and the strength of the U.S. dollar, and the availability and price of raw material alternatives, and trade actions such as tariffs affect market prices for and sales volumes of recycled ferrous and nonferrous metal in global markets and steel products in the Western U.S. and Western Canada and can have a significant impact on the results of operationsour operations.

Market conditions for our reportable segments.

Commencingrecycled metals globally were weaker in fiscal 20122023 compared to the prior fiscal year driven by weaker demand primarily from slower global growth, including due to the impact of prolonged China COVID-19 lockdowns, inflationary pressure including high energy prices and spanning throughincreased scrap collection and other operating costs, rising interest rates, and the firststrength of the U.S. Dollar. Demand for recycled metals fluctuated throughout fiscal 2023, at times sharply, primarily reflecting the volatility in global steel demand and inventory levels. The slowdown in economic activity that began substantially in the second half of fiscal 2016, our markets were adversely impacted by a slowdown2022 and persisted throughout fiscal 2023 led to reduced generation of economic activity globally. The macroeconomic uncertainty, combined with global steel-making overproduction and a strengthening ofscrap metal in the U.S. dollar had resulteddomestic market and increased competition for available scrap volumes. The tight supply flows in deteriorating market conditions for global steel manufacturers and volatile pricing swings. The weakcombination with the lower price environment for recycled metals put significant pressure on metals spreads in fiscal 2015 and2023, causing operating margin compression.

For our full 2023 fiscal year, the first half of fiscal 2016 was exacerbated by a decline in iron ore prices, a raw material used in steel-making blast furnaces which compete with EAF mills that use ferrous scrap metal as their primary feedstock. Low-priced steel billets which use iron ore as their primary raw material, and which are direct substitutes for ferrous scrap metal in the manufacture of finished steel, also contributed to lower scrap metal demand and prices during these years. The low economic growth in the U.S. and the lower scrap metal price environment contributed to constrained scrap flows in the domestic supply markets which led to significantly lower margins in our AMR business during fiscal 2015 and the first half of fiscal 2016 before prices and margins recovered during the second half of fiscal 2016. In fiscal 2017, the combination of improved U.S. and global economic growth and lower Chinese steel exports driven by higher domestic demand and reductions in less efficient steel-making capacity contributed to improved demand andaverage net selling prices for our ferrous recycled scrap metal, positively impacting our operating results.


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Our operating results in fiscal 2017 benefited from improved market conditions, increased sales diversification, improved supply volumes, expandedand nonferrous metal recovery,products decreased by 18% and additional benefits from our multi-year cost reduction and productivity improvement measures11%, respectively, compared to the prior two years. The higher price environment for scrap metal during fiscal 2017 together with benefits from commercial initiatives to improve supply channelsyear. In fiscal 2022, these average net selling prices increased by 19% and an improved trend in U.S. economic conditions led to an increase in the supply of scrap metal in our domestic market, including end-of-life vehicles, resulting in higher processed volumes23%, respectively, compared to fiscal 2016. The higher price environment also positively impacted the spread between direct purchase costs2021. For fiscal 2023, ferrous sales volumes decreased by 5% and selling prices of ferrous recycled metalnonferrous sales volumes increased by 7%, compared to the prior fiscal year.
Executive Overview of Financial Results
We generated consolidated revenues of $1.7 billion In fiscal 2022, sales volumes for these products increased by 5% and 16%, respectively, compared to fiscal 2021. Our ferrous and nonferrous sales volumes in fiscal 2017, an increase2023 reflected a full year, and in fiscal 2022 reflected a partial year, of 25%additional volumes arising from the $1.4 billion of consolidated revenues generatedColumbus Recycling business acquired on October 1, 2021, and the Encore Recycling business acquired on April 29, 2022. Sales volumes for these products in fiscal 2016, primarily due2023 reflected a partial year of additional volumes arising from the ScrapSource business acquired on November 18, 2022. As global economies revived and commercial and investment activities resumed in the wake of the COVID-19 pandemic, including throughout fiscal 2021 and continuing into fiscal 2022, demand for recycled metals and finished steel increased substantially, which contributed to improvedperiods of sharp increases in market selling prices for these products. Demand began to weaken in the fourth quarter of fiscal 2022, which continued into fiscal 2023 amid macroeconomic concerns including slower growth and inflationary pressures. During fiscal 2023, we experienced periods of market recovery, but market conditions for recycled metals, including supply flows, were weaker overall in the domestic and export markets resulting in higher averagecomparison to fiscal 2022. Average net selling prices and increased sales volumesfor our finished steel products, which are produced in our steel mill using EAF technology, decreased by 13% in fiscal 2023 compared to

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the prior year, including benefits from increased sales diversification.

Consolidated operating income was $56 million in fiscal 2017, compared to consolidated operating loss of $8 million in fiscal 2016. Adjusted consolidated operating income in fiscal 2017 was $54 million, compared to $28 millionrecord-high levels reached in the prior year. Adjusted resultsfiscal year, but remained at historically high levels, reflecting continued strong market demand for these products.

We continue to believe decarbonization efforts by companies, industries, and governments around the world, including investments in low carbon technologies such as renewable energies, electric vehicles, and energy efficiency solutions that are more metal intensive and minimize carbon dioxide emissions from the use of fossil fuels, among other factors, support global long-term demand for our recycled metal products.

Steel Mill Fire

On May 22, 2021, we experienced a fire at our steel mill in McMinnville, Oregon. Direct physical loss or damage to property from the incident was limited to the mill’s melt shop, with no bodily injuries and no physical loss or damage to other buildings or equipment. The rolling mill production ceased in early June 2021. In August 2021, our steel mill began ramping up operations following the substantial completion of replacement and repairs of property and equipment in the melt shop that had been lost or damaged by the fire. We experienced loss of business income during the shutdown of the steel mill and the subsequent ramp-up phase which was substantially completed during the second quarter of fiscal 2017 exclude net recoveries on previously impaired2022. We have insurance that is fully applicable to the losses and filed insurance claims, which are subject to deductibles and various conditions, exclusions, and limits, for the property that experienced physical loss or damage and business income losses resulting from the matter. The property damage deductible under the policies insuring our assets ofin this matter is $1 million, while the deductible for lost business income is 10 times the Average Daily Gross Earnings which would have been earned had no interruption occurred, calculated subject to judgments and uncertainties. In fiscal 2021, we recognized an initial $10 million insurance receivable and related insurance recovery gain, the latter reported within cost of goods sold on the Consolidated Statements of Operations, primarily offsetting applicable losses incurred including capital purchases of $10 million that we had incurred as of the end of the fiscal year. In fiscal 2022, we increased the amount of this insurance receivable to $25 million and recognized a netrelated $15 million insurance recovery gain within cost of goods sold on the Consolidated Statements of Operations, reflecting recovery of applicable losses incurred as a result of the fire to date. In addition, during fiscal 2022, we received advance payments from restructuringinsurers totaling approximately $30 million towards our claims, which amount reduced the $25 million insurance receivable to zero with the remaining amount of advance payments of $5 million reported within other accrued liabilities on the Consolidated Balance Sheets as of August 31, 2022. In fiscal 2023, we received additional cash payments from insurers towards our claims totaling approximately $22 million, and exit-related activitiesin the fourth quarter of less thanfiscal 2023 we reached a full and final settlement with our insurers for our claims and recognized an additional $27 million insurance recovery gain within cost of goods sold on the Consolidated Statements of Operations, reflecting recovery of applicable losses including business income losses incurred as a result of the fire.

Everett Facility Shredder Fire

On December 8, 2021, we experienced a fire at our metals recycling facility in Everett, Massachusetts. Direct physical loss or damage to property from the incident was limited to the facility’s shredder building and equipment, with no bodily injuries and no physical loss or damage to property reported at other buildings or equipment. As a result of the fire, shredding operations ceased, while all non-shredding operations at the facility continued, including torching, shearing, separating, and sorting purchased non-shreddable recycled ferrous metals. On January 28, 2022, shredding operations at the facility began ramping up following the replacement and repairs to shredder equipment that had been damaged. In addition, shredding operations temporarily ceased at the facility on June 18, 2022 and, following discussions with the Massachusetts Department of Environmental Protection and the Massachusetts Attorney General’s office, we installed a temporary emission capture system and controls that allowed for us to resume shredding operations on November 11, 2022 and for continued operation during the repair and replacement of the shredder enclosure building. Non-shredding operations at the facility continued during this period. The repair and replacement of most property that experienced physical loss or damage, primarily buildings and improvements, was substantially completed by the end of fiscal 2023. We have insurance that we believe is fully applicable to the losses, including but not limited to the costs of installing the temporary capture and controls system and any associated loss of business income, and have filed insurance claims, which are subject to deductibles and various conditions, exclusions, and limits, for the property damage or loss and business income losses resulting from the matter. The property damage deductible under the policies insuring our assets in this matter is $0.5 million, while the deductible for lost business income is 10 times the Average Daily Gross Earnings which would have been earned had no interruption occurred, calculated subject to judgments and uncertainties. The insurance claims resolution process may extend significantly beyond completion of repair and replacement of the physical plant property that experienced physical loss or damage and the restart of production activities. In fiscal 2022, after the fire, we recognized an aggregate $17 million insurance receivable and related insurance recovery gain. In fiscal 2023, we recognized an additional $16 million insurance receivable and related insurance recovery gain. As of August 31, 2023, we had recognized a total of $34 million in insurance recovery gains, all reported within cost of goods sold on the Consolidated Statements of Operations, reflecting recovery of applicable losses to date including impairment charges of $7 million related to the carrying value of plant and equipment assets lost in or damaged by the fire, and capital purchases, non-capitalizable repair and replacement costs, and other applicable losses totaling $27 million that had been incurred as of August 31, 2023. Also, during fiscal 2023 and 2022, we received advance payments from insurers totaling approximately

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$26 million and $7 million, respectively, towards our claims, and not reflecting any final or full settlement of claims with the insurers, which amount reduced the insurance receivable to $1 million and $10 million as of August 31, 2023 and 2022, respectively. The insurance receivable is reported within prepaid expenses and other current assets on the Consolidated Balance Sheets. These amounts do not reflect potential additional recoveries related toof costs for the resalerepair and replacement of property that experienced physical loss or modificationdamage or of previously contracted shipmentsbusiness income losses resulting from this matter that may be recognized in the future when settlements of $1 million. Adjustedthe claims are resolved.

Coronavirus Disease 2019 (“COVID-19”)

Following the onset of COVID-19 and its negative effects on our business, most prominently reflected in our fiscal 2020 results, global economic conditions improved beginning in fiscal 2016 exclude2021 and continued to improve through most of fiscal 2022. However, there are ongoing global impacts resulting directly or indirectly from the pandemic, including labor shortages, logistical challenges, and increases in costs for certain goods and services including due to the impact of inflation, which have negatively impacted our sales volumes, operating costs, and financial results to varying degrees.

Use of Non-GAAP Financial Measures

In this management’s discussion and analysis, we use supplemental measures of our performance, liquidity, and capital structure which are derived from our consolidated financial information but which are not presented in our consolidated financial statements prepared in accordance with GAAP. We believe that providing these non-GAAP financial measures adds a meaningful presentation of our operating and financial performance, liquidity, and capital structure. We use adjusted EBITDA as one of the measures to compare and evaluate financial performance. Adjusted EBITDA is the sum of our net income before results from discontinued operations, interest expense, income taxes, depreciation and amortization, goodwill impairment charge of $9 million,charges, other asset impairment charges, charges for legacy environmental matters (net of $21 million,recoveries), restructuring charges and other exit-related activities, of $7 million, and recoveriesbusiness development costs not related to the resale or modification of previously contracted shipments of $1 million.ongoing operations including pre-acquisition expenses, charges related to non-ordinary course legal settlements, and other items which are not related to underlying business operational performance. See the reconciliationreconciliations of supplemental financial measures, including adjusted consolidated operating income (loss)EBITDA, in Non-GAAP Financial Measures at the end of this Item 7.

Operating results

Our non-GAAP financial measures should be considered in fiscal 2017 benefited from better market conditions, increased sales diversification, improved supply volumes, expanded nonferrous metal recovery, and additional benefits from cost savings and productivity improvement initiatives comparedaddition to, fiscal 2016. The higher price environment for scrap metal in fiscal 2017 together with benefits from commercial initiatives to improve supply channels and an improved trend in U.S. economic conditions also led to an increase in the supply of scrap metal, including end-of-life vehicles, resulting in higher processed volumes and improved operating results, primarily at AMR, compared to the prior year. The stronger price environment also positively impacted the spread between direct purchase costs and selling prices of ferrous recycled metal at AMR, with the metal spread for fiscal 2017 expanding by approximately 10% compared to the prior year. Operating results in fiscal 2016 were adversely impacted bybut not as a lower price environment which included sharp declines in commodity selling prices during the first half of fiscal 2016 resulting in an unfavorable impact from average inventory accounting during the year. This compares to a favorable impact from average inventory accounting in fiscal 2017 which, relative to performance benefits from other drivers, was not a major contributor to the improvement in operating results year over year. CSS's operating results improved, with operating income of just over $5 million for fiscal 2017, compared to just under $5 millionsubstitute for, the prior year. CSS's operating results included a net recovery on previously impaired assetsmost directly comparable U.S. GAAP measures. Although we find these non-GAAP financial measures useful in evaluating the performance of $1 million in fiscal 2017, compared to asset impairments of $4 million in fiscal 2016. The benefits to CSS from higher finished steel selling prices and sales volumes in fiscal 2017 were more than offset by continued pressure from low-priced imports and the adverse impact of the downtime and costs associated with major equipment upgrades at our steel mill during the first quarter of fiscal 2017.

Operating results in fiscal 2016 were also adversely impacted by a non-cash goodwill impairment charge of $9 million in a reporting unit within AMR and non-cash other asset impairment charges of $21 million primarily at AMR. See Results of Operations, Asset Impairment Charges (Recoveries), net in this Item 7 for further details on asset impairment charges.
Consolidated selling, general and administrative ("SG&A") expense in fiscal 2017 increased by $23 million, or 15%, compared to the prior year primarily due to higher employee-related expenses, including an increase in incentive compensation accruals resulting from improved financial performance, other expenses related to higher volumes, and increased environmental liabilities. This increase was partially offset by incremental benefits from cost savings and productivity improvement measures. SG&A expense in fiscal 2016 included a $6 million benefit from an insurance reimbursement.
In recent years, we implemented a number of cost reduction and productivity improvement measures to more closely align our business, to market conditions. The combined benefit of the measures initiated since the beginning of fiscal 2015 represents a targeted annual improvement to operating performance of approximately $95 million. In fiscal 2017, we achieved the full $95 million in combined benefits related toour reliance on these measures comparedis limited because they often materially differ from our consolidated financial statements presented in accordance with GAAP. Therefore, we typically use these adjusted amounts in conjunction with our GAAP results to $78 million and $28 millionaddress these limitations. Our non-GAAP financial measures may not be comparable to similarly titled measures of benefitsother companies. Other companies, including companies in fiscal 2016 and 2015, respectively. In total,our industry, may calculate non-GAAP financial measures differently than we have achieved approximately $160 million in combined annual benefits to operating performance since announcingdo, limiting the initial phaseusefulness of these cost savings and productivity initiatives at the end of fiscal 2012. Charges incurred in connection with the foregoing initiatives are discussed in Results of Operations, Restructuring Charges and Other Exit-Related Activities in this Item 7.

30those measures for comparative purposes.

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Financial Highlights of Contents              SCHNITZER STEEL INDUSTRIES, INC.

Results of Operations for Fiscal 2023



Net incomeDiluted loss per share from continuing operations attributable to SSIRadius shareholders in fiscal 20172023 was $45 million, or $1.60 per diluted share,$0.92, compared to net lossearnings per share of $5.72 in the prior fiscal year.
Adjusted diluted earnings per share from continuing operations attributable to SSI of $18 million, or $(0.66) per diluted share,Radius shareholders in fiscal 2023 was $0.85, compared to $6.07 in the prior fiscal year. Adjusted
Net loss in fiscal 2023 was $25 million, compared to net income from continuing operations attributable to SSI in fiscal 2017 was $43of $172 million or $1.53 per diluted share, compared to $19 million, or $0.69 per diluted share, in the prior fiscal year. See
Adjusted EBITDA in fiscal 2023 was $144 million, compared to $313 million in the reconciliationprior fiscal year.

Market conditions for recycled metals were weaker in fiscal 2023 compared to the prior fiscal year, leading to significantly lower average net selling prices for our ferrous and nonferrous products and a compression in metal spreads. The average net selling prices for our ferrous and nonferrous products decreased by 18% and 11%, respectively, compared to fiscal 2022. Ferrous and nonferrous sales volumes decreased by 5% and increased by 7%, respectively, compared to the prior fiscal year, which changes included additional volumes arising from our three business acquisitions completed during fiscal 2022 and 2023, as well as the adverse impact on sales volumes in the prior fiscal year of adjusted net income (loss) from continuing operations attributablethe initial Everett shredder downtime. Our ferrous and nonferrous sales volumes in fiscal 2023 were adversely impacted by disruptions related to SSI in Non-GAAP Financial Measuresan extended shredder outage at the endEverett facility and a regulatory issue limiting operations at our shredder facility in California, both of this Item 7.

which were resolved by mid-November 2022. Our nonferrous sales volumes in fiscal 2023 reflected additional recovery of recycled material through our advanced metal recovery technology investments. Average net selling prices for our finished steel products decreased by 13% compared to the record-high prices in the prior fiscal year, contributing to lower metal spreads. Finished steel sales volumes increased by 12% in fiscal 2023, primarily reflecting the impact on the prior fiscal year volumes of the ramp up of steel mill operations which was substantially completed during the second quarter of fiscal 2022 following the May 2021 steel mill fire. Our results in fiscal 2023 also reflected the unfavorable impact of tighter supply flows of scrap metal and reduced processed volumes in the lower price and slower economic environment, significantly lower year-over-year platinum group metals (PGM) prices, and inflationary pressure on operating costs, as well as a favorable change in the effect of average inventory accounting year-over-year. In addition, our results in fiscal 2023 included $51 million in goodwill and other asset impairment charges and $43 million in insurance recovery gains relating to the steel mill fire and the Everett facility shredder fire. Starting in the third quarter of fiscal 2023, we achieved the full quarterly run rate of $10 million of productivity initiatives announced in October 2022 and the full quarterly run rate of $5 million of selling, general, and administrative (“SG&A”) savings initiatives announced in January 2023, which helped to offset the effects of higher operating costs including from inflationary pressure.

SG&A expense in fiscal 2023 was relatively flat compared to the prior fiscal year reflecting lower incentive compensation accruals due to Company performance, partially offset by higher salaries and wages and outside and professional services expenses, due in part to our acquisitions and other growth-related initiatives, as well as higher legacy environmental charges and the impact of inflation. These higher expenses in fiscal 2023 were partially offset by benefits from productivity and cost reduction initiatives when compared to the prior fiscal year.

The following items further highlight selected liquidity and capital structure metrics:

Net cash provided by operating activities of $100$139 million in fiscal 2017,2023, compared to $99$238 million in the prior year;fiscal year.
Debt was $249 million as of $145both August 31, 2022 and 2023.
Debt, net of cash, was $243 million as of August 31, 2017,2023, compared to $193 million as of the prior year-end; and
Debt, net of cash, of $138$205 million as of August 31, 2017, compared2022.

See the reconciliations of adjusted diluted earnings per share from continuing operations attributable to $166 million as of the prior year-end (see the reconciliation ofRadius shareholders, adjusted EBITDA, and debt, net of cash in Non-GAAP Financial Measures at the end of this Item 7).



317.

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Results of Operations

 For the Year Ended August 31,
       % Increase / (Decrease)
($ in thousands)2017 2016 2015 2017 vs 2016 2016 vs 2015
Revenues:         
Auto and Metals Recycling$1,363,618
 $1,060,592
 $1,513,315
 29 % (30)%
Cascade Steel and Scrap339,620
 304,032
 435,113
 12 % (30)%
Intercompany revenue eliminations(1)
(15,647) (12,081) (33,029) 30 % (63)%
Total revenues1,687,591
 1,352,543
 1,915,399
 25 % (29)%
Cost of goods sold:         
Auto and Metals Recycling1,158,154
 905,863
 1,372,456
 28 % (34)%
Cascade Steel and Scrap322,013
 283,006
 402,374
 14 % (30)%
Intercompany cost of goods sold eliminations(1)
(15,659) (12,881) (32,152) 22 % (60)%
Total cost of goods sold1,464,508
 1,175,988
 1,742,678
 25 % (33)%
Selling, general and administrative expense:         
Auto and Metals Recycling116,461
 106,691
 122,279
 9 % (13)%
Cascade Steel and Scrap14,321
 12,571
 12,998
 14 % (3)%
Corporate(2)
40,788
 29,646
 35,315
 38 % (16)%
Total selling, general and administrative expense171,570
 148,908
 170,592
 15 % (13)%
(Income) from joint ventures:         
Auto and Metals Recycling(2,218) (386) (696) 475 % (45)%
Cascade Steel and Scrap(1,456) (433) (794) 236 % (45)%
Total (income) from joint ventures(3,674) (819) (1,490) 349 % (45)%
Goodwill impairment charges:         
Auto and Metals Recycling
 8,845
 141,021
 NM
 (94)%
Other asset impairment charges (recoveries), net:         
Auto and Metals Recycling(184) 16,411
 44,374
 NM
 (63)%
Cascade Steel and Scrap(533) 4,192
 
 NM
 NM
Corporate
 79
 745
 NM
 (89)%
Total other asset impairment charges (recoveries), net(717) 20,682
 45,119
 NM
 (54)%
Operating income (loss):         
Auto and Metals Recycling91,405
 23,168
 (166,119) 295 % (114)%
Cascade Steel and Scrap5,275
 4,696
 20,535
 12 % (77)%
Segment operating income (loss)96,680
 27,864
 (145,584) 247 % (119)%
Restructuring charges and other exit-related activities(3)
109
 (6,781) (13,008) NM
 (48)%
Corporate expense(2)
(40,788) (29,725) (36,060) 37 % (18)%
Change in intercompany profit elimination(4)
12
 800
 (877) (99)% NM
Total operating income (loss)$56,013
 $(7,842) $(195,529) NM
 (96)%
_____________________________ 

Selected Financial Measures and Operating Statistics

 

 

For the Year Ended August 31,

 

 

% Increase (Decrease)

 

($ in thousands, except for prices and per share amounts)

 

2023

 

 

2022

 

 

2021

 

 

2023 vs. 2022

 

2022 vs. 2021

 

Ferrous revenues

 

$

1,439,983

 

 

$

1,914,255

 

 

$

1,557,891

 

 

 

(25

)%

 

 

23

%

Nonferrous revenues

 

 

781,102

 

 

 

892,444

 

 

 

684,862

 

 

 

(12

)%

 

 

30

%

Steel revenues(1)

 

 

507,550

 

 

 

531,731

 

 

 

379,203

 

 

 

(5

)%

 

 

40

%

Retail and other revenues

 

 

153,589

 

 

 

147,385

 

 

 

136,595

 

 

 

4

%

 

 

8

%

Total revenues

 

 

2,882,224

 

 

 

3,485,815

 

 

 

2,758,551

 

 

 

(17

)%

 

 

26

%

Cost of goods sold

 

 

2,574,513

 

 

 

2,997,745

 

 

 

2,305,357

 

 

 

(14

)%

 

 

30

%

Gross margin (total revenues less cost of goods sold)

 

$

307,711

 

 

$

488,070

 

 

$

453,194

 

 

 

(37

)%

 

 

8

%

Gross margin (%)

 

 

10.7

%

 

 

14.0

%

 

 

16.4

%

 

 

(24

)%

 

 

(15

)%

Selling, general and administrative expense

 

$

265,929

 

 

$

263,257

 

 

$

242,463

 

 

 

1

%

 

 

9

%

Diluted (loss) earnings per share from continuing operations attributable to Radius shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported

 

$

(0.92

)

 

$

5.72

 

 

$

5.66

 

 

NM

 

 

 

1

%

Adjusted(2)

 

$

0.85

 

 

$

6.07

 

 

$

6.13

 

 

 

(86

)%

 

 

(1

)%

Net (loss) income

 

$

(25,438

)

 

$

171,996

 

 

$

169,975

 

 

NM

 

 

 

1

%

Adjusted EBITDA(2)

 

$

144,327

 

 

$

312,715

 

 

$

289,209

 

 

 

(54

)%

 

 

8

%

Recycled ferrous metal average sales prices ($/LT)(3):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic

 

$

360

 

 

$

438

 

 

$

364

 

 

 

(18

)%

 

 

20

%

Foreign

 

$

376

 

 

$

457

 

 

$

385

 

 

 

(18

)%

 

 

19

%

Average

 

$

371

 

 

$

452

 

 

$

381

 

 

 

(18

)%

 

 

19

%

Ferrous volumes (LT, in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic(4)

 

 

1,952

 

 

 

1,806

 

 

 

1,500

 

 

 

8

%

 

 

20

%

Foreign

 

 

2,424

 

 

 

2,810

 

 

 

2,908

 

 

 

(14

)%

 

 

(3

)%

Total ferrous volumes (LT, in thousands)(4)(5)

 

 

4,376

 

 

 

4,616

 

 

 

4,408

 

 

 

(5

)%

 

 

5

%

Recycled nonferrous metal average sales price ($/pound)(3)(6)

 

$

0.96

 

 

$

1.08

 

 

$

0.88

 

 

 

(11

)%

 

 

23

%

Nonferrous volumes (pounds, in thousands)(4)(6)

 

 

738,937

 

 

 

687,419

 

 

 

593,378

 

 

 

7

%

 

 

16

%

Finished steel average sales price ($/ST)(3)

 

$

930

 

 

$

1,075

 

 

$

737

 

 

 

(13

)%

 

 

46

%

Finished steel sales volumes (ST, in thousands)

 

 

521

 

 

 

465

 

 

 

488

 

 

 

12

%

 

 

(5

)%

Cars purchased (in thousands)(7)

 

 

286

 

 

 

312

 

 

 

338

 

 

 

(8

)%

 

 

(8

)%

Number of auto parts stores at period end

 

 

50

 

 

 

51

 

 

 

50

 

 

 

(2

)%

 

 

2

%

Rolling mill utilization(8)

 

 

89

%

 

 

88

%

 

 

78

%

 

 

1

%

 

 

13

%

NM = Not Meaningful

(1)AMR sells a small portion of its recycled ferrous metal to CSS at prices that approximate local market rates. These intercompany revenues and cost of goods sold are eliminated in consolidation.
(2)Corporate expense consists primarily of unallocated expenses for management and certain administrative services that benefit both reportable segments.
(3)Restructuring charges consist of expense for severance, contract termination and other restructuring costs that management does not include in its measurement of the performance of the reportable segments. Other exit-related activities consist of asset impairments and accelerated depreciation, net of gains on exit-related disposals, related to site closures.
(4)Intercompany profits are not recognized until the finished products are sold to third parties; therefore, intercompany profit is eliminated while the products remain in inventory.

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We operate our business across two reportable segments: AMR and CSS. Additional financial information relating to these reportable segments is contained in Note 18 - Segment Information in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report.
Auto and Metals Recycling
 For the Year Ended August 31,
       % Increase / (Decrease)
($ in thousands, except for prices)2017 2016 2015 2017 vs 2016 2016 vs 2015
Ferrous revenues$843,222
 $625,517
 $934,057
 35% (33)%
Nonferrous revenues394,977
 330,351
 449,815
 20% (27)%
Retail and other revenues125,419
 104,724
 129,443
 20% (19)%
Total segment revenues1,363,618
 1,060,592
 1,513,315
 29% (30)%
Cost of goods sold1,158,154
 905,863
 1,372,456
 28% (34)%
Selling, general and administrative expense116,461
 106,691
 122,279
 9% (13)%
(Income) from joint ventures(2,218) (386) (696) 475% (45)%
Goodwill impairment charges
 8,845
 141,021
 NM
 (94)%
Other asset impairment charges (recoveries), net(184) 16,411
 44,374
 NM
 (63)%
Segment operating income (loss)$91,405
 $23,168

$(166,119) 295% NM
Average recycled ferrous metal sales prices ($/LT):(1)
         
Domestic$236
 $188
 $261
 26% (28)%
Foreign$244
 $196
 $265
 24% (26)%
Average$242
 $193
 $264
 25% (27)%
Ferrous sales volume (LT, in thousands):         
Domestic948
 859
 1,003
 10% (14)%
Foreign2,197
 2,040
 2,183
 8% (7)%
Total ferrous sales volume (LT, in thousands)3,145
 2,899
 3,186
 9% (9)%
Average nonferrous sales price ($/pound)(1)(2)
$0.63
 $0.60
 $0.74
 5% (19)%
Nonferrous sales volumes (pounds, in thousands)(2)
540,791
 473,737
 539,850
 14% (12)%
Cars purchased (in thousands)(3)
411
 319
 337
 29% (5)%
Number of auto parts stores at period end53
 52
 55
 2% (5)%
Outbound freight included in cost of goods sold$97,400
 $77,477
 $110,789
 26% (30)%
_____________________________

LT = Long Ton, which is equivalent to 2,240 pounds

NMpounds. ST = Not meaningful
(1)Price information is shown after netting the cost of freight incurred to deliver the product to the customer.
(2)Average sales price and volume information excludes platinum group metals ("PGMs") in catalytic converters.
(3)Cars purchased by auto parts stores only.
Short Ton, which is equivalent to 2,000 pounds.

Fiscal 2017 compared with fiscal 2016
(1)
AMR Segment Revenues
RevenuesSteel revenues include predominantly sales of finished steel products, in fiscal 2017 increased by 29% comparedaddition to fiscal 2016 primarily due to improved market conditions for recycled metals in the domesticsales of semi-finished goods (billets) and export markets resulting in higher average net selling prices and increased sales volumes compared to the prior year, including benefits from increased sales diversification. Average net selling prices for shipments of ferrous scrap metal in fiscal 2017 increased by 25% compared to the prior year. Ferrous sales volumes in fiscal 2017 also increased by 9% compared to the prior year due to higher export and domestic shipments in fiscal 2017. Additionally, nonferrous sales volumes in fiscal 2017 were higher by 14% compared to the prior year, and nonferrous average net selling prices were higher by 5%.

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Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.

steel manufacturing scrap.

(2)
AMR Segment Operating Income
Operating income for fiscal 2017 was $91 million, compared to $23 million in fiscal 2016. Adjusted operating income in fiscal 2017 was $90 million, compared to $48 million in the prior year. See the reconciliationreconciliations of AMR adjusted operating income (loss) in Non-GAAP Financial Measures at the end of this Item 7.
Operating results(3)
Price information is shown after netting the cost of freight incurred to deliver the product to the customer.
(4)
Ferrous and nonferrous volumes sold externally and delivered to our steel mill for finished steel production.
(5)
May not foot due to rounding.
(6)
Average sales price and volume information excludes platinum group metals in catalytic converters.
(7)
Cars purchased by auto parts stores only.
(8)
Rolling mill utilization is based on effective annual production capacity under current conditions of 580 thousand tons of finished steel products.

39 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Revenues

Revenues in fiscal 2017 benefited from better market conditions, increased sales diversification, improved supply volumes, expanded nonferrous metal recovery, and additional benefits from cost savings and productivity improvement initiatives compared to fiscal 2016. The higher price environment for scrap metal in fiscal 2017 together with benefits from commercial initiatives to improve supply channels and an improved trend in U.S. economic conditions also led to an increase in the supply of scrap metal, including end-of-life vehicles, resulting in higher processed volumes2023 decreased by 17% compared to the prior year. The stronger price environment also positively impacted the spread between direct purchase costs and selling prices of ferrous recycled metal at AMR, with the metal spread for fiscal 2017 expanding by approximately 10% compared to the prior year. Operating results in fiscal 2016 were adversely impacted by a lower price environment which included sharp declines in commodity selling prices during the first half of fiscal 2016 resulting in an unfavorable impact from average inventory accounting during the year. This compares to a favorable impact from average inventory accounting in fiscal 2017 which, relative to performance benefits from other drivers, was not a major contributor to the improvement in AMR's operating results year over year.

In the second quarter of fiscal 2016, we identified a triggering event requiring an interim impairment test of goodwill allocated to our reporting units. The impairment test resulted in a non-cash goodwill impairment charge of $9 million at a reporting unit within AMR. We also recorded non-cash impairment charges and accelerated depreciation on certain long-lived and other assets at AMR of $16 million primarily related to certain regional metals recycling operations and used auto parts store locations and certain previously-idled recycling equipment assets. See Results of Operations, Asset Impairment Charges (Recoveries), net in this Item 7 for further details on asset impairment charges.
AMR SG&A expense in fiscal 2017 increased by $10 million, or 9%, compared to the prior year primarily due to higher employee-related expenses, including an increase in incentive compensation accruals resulting from improved financial performance, other expenses related to higher volumes, and increased environmental liabilities. This increase was partially offset by incremental benefits from cost savings and productivity improvement measures to reduce direct costs of production and SG&A expense. AMR operating results in fiscal 2017 were positively impacted by $11 million of incremental benefits from these measures.
AMR's results of operations do not include operating results from discontinued operations. See Note 8 – Discontinued Operations in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report.
Fiscal 2016 compared with fiscal 2015
AMR Segment Revenues
The 33% decrease in ferrous revenues and 27% decrease in nonferrous revenues in fiscal 2016 were primarily due to significantly lower average net selling prices for our ferrous and nonferrous scrap metal, as well as reduced sales volumesproducts driven by weaker market conditions for recycled metals globally. In fiscal 2023, the average net selling prices for our ferrous and nonferrous products decreased by 18% and 11%, respectively, compared to the prior fiscal year. After experiencing sharp declinesFerrous and nonferrous sales volumes decreased by 5% and increased by 7%, respectively, compared to the prior fiscal year. Our ferrous and nonferrous sales volumes in fiscal 2023 in part reflected additional volumes arising from the Columbus Recycling business acquired on October 1, 2021, the Encore Recycling business acquired on April 29, 2022, and the ScrapSource business acquired on November 18, 2022, as well as the adverse impact on sales volumes in the prior fiscal year of the initial Everett shredder downtime. Our ferrous and nonferrous sales volumes in fiscal 2023 were adversely impacted by disruptions related to an extended shredder outage at the Everett facility and a regulatory issue limiting operations at our shredder facility in California, both of which were resolved by mid-November 2022, as well as tight supply flows in the lower price and slower economic environment. Our nonferrous sales volumes in fiscal 2023 reflected additional recovery of recycled material through our advanced metal recovery technology investments. Market conditions for our finished steel products were softer in fiscal 2023, leading to finished steel average selling prices decreasing 13%, compared to the record-high prices in the prior fiscal year. Finished steel sales volumes increased 12% in fiscal 2023, primarily reflecting the impact on the prior fiscal year volumes of the ramp up of steel mill operations that began in August 2021 and which was substantially completed during the second quarter of fiscal 2022. The ramp-up of steel mill operations during the first half of fiscal 2016,2022 followed completion of repair and replacement of damaged property arising from the May 2021 steel mill fire.

Operating Performance

Net loss in fiscal 2023 was $25 million, compared to net income of $172 million in the prior fiscal year. Adjusted EBITDA in fiscal 2023 was $144 million, compared to $313 million in the prior fiscal year. The lower price environment for recycled metals, as well as the impact of tighter supply flows, reduced processed volumes, and the extended operational disruptions in the first quarter of fiscal 2023, had a significant adverse impact on our operating margins and overall operating results in fiscal 2023. Ferrous metal spreads in fiscal 2023 decreased by approximately 21% compared to the prior fiscal year driven by lower selling prices and the cost of obtaining adequate supply flows of scrap metal including end-of-life vehicles in the tighter supply environment. In addition, average net selling prices for shipmentsour nonferrous joint products that are recovered from the shredding process, comprising primarily zorba, decreased by approximately 3% compared to the prior fiscal year. Finished steel metal spreads were also lower in fiscal 2023 compared to the prior fiscal year. Our results in fiscal 2023 also reflected the unfavorable impact of ferroustighter supply flows of scrap metal increasedand reduced processed volumes in the lower price and slower economic environment, significantly duringlower year-over-year PGM prices, and inflationary pressure on operating costs, as well as a favorable change in the effect of average inventory accounting year-over-year. In addition, our results in fiscal 2023 included $51 million in goodwill and other asset impairment charges and $43 million in insurance recovery gains relating to the steel mill fire and the Everett facility shredder fire. Starting in the third quarter of fiscal 2016, primarily2023, we achieved the full quarterly run rate of $10 million of productivity initiatives announced in October 2022 and the full quarterly run rate of $5 million of selling, general, and administrative (“SG&A”) savings initiatives announced in January 2023, which helped to offset the effects of higher operating costs including from inflationary pressure.

SG&A expense in fiscal 2023 was relatively flat compared to the prior fiscal year reflecting lower incentive compensation accruals due to improved demand, before decreasingCompany performance, partially offset by higher salaries and wages and outside and professional services expenses, due in the fourth quarterpart to our acquisitions and returning to the levels seen at the beginning of the fiscal year. Overall demand for recycled metals in our end-markets was weaker than in the prior year primarily due to continued low global economic growth, the relative strength of the U.S. dollarother growth-related initiatives, as well as higher legacy environmental charges and the impact of lower iron ore prices during most of the fiscal year. This resulted in significantly lower average net selling prices for ferrous and nonferrous scrap metal and reduced sales volumesinflation. These higher expenses in fiscal 20162023 were partially offset by benefits from productivity and cost reduction initiatives when compared to the prior year.

AMR Segment Operating Income (Loss)
Operating income for fiscal 2016 was $23year.

In October 2022, we announced and began implementing productivity and cost reduction initiatives with a targeted annual benefit of approximately $40 million. In addition, in January 2023, we announced incremental initiatives aiming to reduce SG&A costs by approximately $20 million , comparedannually. These initiatives aim to operating lossimprove profitability through a combination of $166 millionincreased yields, efficiencies in processing, procurement, and pricing, and reduced costs including from headcount reductions, decreased lease costs, professional and outside services, and implementation of operational efficiencies. Starting in the prior year. Adjustedthird quarter of fiscal 2023, we achieved the full quarterly run rate of benefits from these initiatives, and others implemented during fiscal 2022, which helped to partially offset the effects of inflationary pressure on operating incomecosts.

In the fourth quarter of fiscal 2023, we performed the annual goodwill impairment test as of July 1, 2023, which resulted in fiscal 2016 was $48 million, which excludes a non-cash goodwill impairment charge of $9$39 million, representing a portion of the carrying amount of goodwill allocated to one reporting unit comprising a regional metals recycling operation, while the goodwill allocated to our other assetreporting units was deemed to not be impaired. We did not record any goodwill impairment charges of $16 million and benefits from contract settlements of $1 million. Adjusted operating income in fiscal 2015 was $26 million, which excludes a goodwill impairment charge2022. See further discussion in the Critical Accounting Estimates section at the end of $141 million, other asset impairment chargesPart II, Item of $44 million and the impact of reselling or modifying the terms of certain previously contracted bulk ferrous shipments of $7 million. this report.

40 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

See the reconciliation of AMR adjusted operating income (loss)EBITDA in the Non-GAAP Financial Measures at the end of this Item 7.

Operating results during fiscal 2016

Interest Expense

Interest expense was $19 million, $9 million, and 2015 were adversely impacted by the lower price environment which included sharp declines in commodity selling prices during the first half$5 million as of each yearAugust 31, 2023, 2022, and asset impairment charges recorded in each year. Operating results in the second half of fiscal 2016 benefited from an2021, respectively. The increase in ferrous average net selling prices after experiencing sharp declines during the first half of the fiscal year which resulted in the adverse impact from average inventory accounting in fiscal 2016 being significantly less than the adverse impact in fiscal 2015. Operating results in fiscal 2016 also benefited from cost savings and productivity improvement measures initiated in fiscal 2015, and further expanded in fiscal 2016, to reduce direct costs of production and SG&A expense. Excluding the adverse impact of asset impairment charges, these benefits contributed to higher


34 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.


operating margins per ferrous ton sold at AMR compared to fiscal 2015 despite lower average net selling prices and sales volumes. SG&Ainterest expense in fiscal 2016 decreased by $16 million, or 13%, compared to fiscal 2015 primarily resulting from reduced employee-related expenses.
In the second quarter of fiscal 2016, we identified a triggering event requiring an interim impairment test of goodwill allocated to our reporting units. The impairment test resulted in a non-cash goodwill impairment charge of $9 million at a reporting unit within the AMR operating segment. We also recorded non-cash impairment charges and accelerated depreciation on certain long-lived and other assets at AMR of $16 million primarily related to certain regional metals recycling operations and used auto parts store locations and certain recycling equipment assets which were previously idled.
In the second quarter of fiscal 2015, we identified a triggering event requiring an interim impairment test of goodwill which resulted in a non-cash goodwill impairment charge of $141 million. We also recorded non-cash impairment charges and accelerated depreciation on certain long-lived and other assets at AMR of $44 million primarily in connection with certain strategic actions we undertook to improve our operating performance which included reducing shredding capacity and closing auto parts stores.
Cascade Steel and Scrap
  For the Year Ended August 31,
        % Increase / (Decrease)
($ in thousands, except for price) 2017 2016 2015 2017 vs 2016 2016 vs 2015
Steel revenues(1)
 $280,767
 $269,905
 $375,037
 4% (28)%
Recycling revenues(2)
 58,853
 34,127
 60,076
 72% (43)%
Total segment revenues 339,620
 304,032
 435,113
 12% (30)%
Cost of goods sold 322,013
 283,006
 402,374
 14% (30)%
Selling, general and administrative expense 14,321
 12,571
 12,998
 14% (3)%
(Income) from joint ventures (1,456) (433) (794) 236% (45)%
Other asset impairment charges (recoveries), net (533) 4,192
 
 NM
 NM
Segment operating income $5,275
 $4,696
 $20,535
 12% (77)%
Finished steel average sales price ($/ST)(3)
 $534
 $522
 $639
 2% (18)%
Finished steel products sold (ST, in thousands) 496
 488
 540
 2% (10)%
Rolling mill utilization(4)
 83% 63% 73% 32% (14)%
_____________________________
ST = Short Ton, equivalent to 2,000 pounds
(1)Steel revenues include primarily sales of finished steel products, semi-finished goods (billets) and manufacturing scrap.
(2)Recycling revenues include primarily sales of ferrous and nonferrous recycled scrap metal to export markets.
(3)Price information is shown after netting the cost of freight incurred to deliver the product to the customer.
(4)Rolling mill utilization for fiscal 2017 is based on effective annual production capacity under current conditions of 580 thousand tons of finished steel products, reflecting a decrease in the effective finished steel production capacity resulting from the decommissioning of the older rolling mill during the first quarter of fiscal 2017.
Fiscal 2017 compared with fiscal 2016
CSS Segment Revenues
Revenues in fiscal 2017 increased by $36 million, or 12%, compared to fiscal 2016 primarily due to increased export sales of ferrous recycled scrap metal, higher average selling prices for our finished steel products reflecting the impact of higher steel-making raw material costs, and higher sales volumes for finished steel products due to stronger demand in the West Coast markets.
CSS Segment Operating Income
Operating income for fiscal 2017 was just over $5 million, compared to operating income of just under $5 million in the prior year. Adjusted operating income in fiscal 2017 was $5 million, compared to adjusted operating income of $9 million in fiscal 2016. Adjusted results in fiscal 2017 exclude a net recovery on previously impaired assets of $1 million. Adjusted results in fiscal 2016 exclude other asset impairment charges of $4 million. See the reconciliation of CSS adjusted operating income in Non-GAAP Financial Measures at the end of this Item 7.

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Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.


Operating results in fiscal 2017 benefited from stronger demand for our finished steel products in the West Coast markets during the fourth quarter and improved market conditions for ferrous and nonferrous recycled scrap metal in the export markets. The benefits from the improved conditions were partially offset by continued pressure from low-priced imports and costs of $2 million associated with a major equipment upgrade at our steel mill in the first quarter of fiscal 2017. Operating results for both fiscal years were adversely impacted by selling prices for finished steel products falling faster than cost of goods sold, primarily during the first half of each year, resulting in compressed operating margins. Operating results in fiscal 2016 were adversely affected by impairment charges of $2 million on steel mill supplies inventory and $2 million on an investment in a metals recycling joint venture. Fiscal 2017 operating results included a net recovery on previously impaired assets of $1 million consisting primarily of a gain on the sale of a previously impaired metals recycling joint venture investment.
Fiscal 2016 compared with fiscal 2015
CSS Segment Revenues
Revenues decreased by $131 million, or 30%, for fiscal 2016 compared to the prior year. This decrease was primarily due to reduced average selling prices and sales volumes for our finished steel products driven by increased competition from lower-priced imports of finished steel products and the impacthigher interest rates on selling prices of reduced steel-making raw material costs primarily during the first half of fiscal 2016. Finished steel sales volumes improved in the second half of fiscal 2016 compared to the first half of the fiscal year primarily due to the impact of seasonally stronger construction activity, but remained lower than levels achieved in fiscal 2015. Weaker demand in the export markets for ferrous and nonferrous recycled scrap metal contributed to reduced recycled metal revenues compared to the prior year.
CSS Segment Operating Income
Operating income for fiscal 2016 was $5 million, a decrease of $16 million compared to $21 million in the prior year. Adjusted operating income in fiscal 2016, excluding other asset impairment charges of $4 million, was $9 million, compared to adjusted operating income of $21 million in fiscal 2015. See the reconciliation of CSS adjusted operating income in Non-GAAP Financial Measures at the end of this Item 7.
The year-over-year reduction in operating results was primarily due to the declining price environment for our finished steel products during the first half of fiscal 2016 which led to selling prices falling faster than cost of goods sold. Additionally, finished steel sales volumes decreased primarily due to increased competition from imported steel products. The rolling mill utilization rate decreased primarily due to lower sales volumes compared to the prior year and the optimization of inventory levels.

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Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.


Asset Impairment Charges (Recoveries), net
During the periods presented, we recorded non-cash impairment charges and accelerated depreciation on certain long-lived and other assets, as well as recoveries on certain previously impaired assets. The following asset impairment charges and subsequent recoveries, excluding goodwill impairment charges, were recorded in the Consolidated Statements of Operations (in thousands):
 Year Ended August 31,
 2017 2016 2015
Reported within other asset impairment charges (recoveries), net:     
Auto and Metals Recycling     
Long-lived assets$
 $7,336
 $41,676
Accelerated depreciation
 6,208
 
Investments in joint ventures860
 
 
Assets held for sale(1,044) 1,659
 2,558
Other assets
 1,208
 140
Total Auto and Metals Recycling(184) 16,411
 44,374
Cascade Steel and Scrap     
Accelerated depreciation401
 
 
Investments in joint ventures(934) 1,968
 
Supplies inventory
 2,224
 
Total Cascade Steel and Scrap(533) 4,192
 
Corporate - Other assets
 79
 745
 (717) 20,682
 45,119
Reported within restructuring charges and other exit-related activities:     
Long-lived assets
 468
 
Accelerated depreciation96
 630
 3,836
Supplies inventory
 1,047
 
Other assets62
 35
 
Exit-related gains(565) (1,337) 
 (407) 843
 3,836
Reported within discontinued operations:     
Long-lived assets
 673
 2,666
Accelerated depreciation
 274
 
 
 947
 2,666
Total$(1,124) $22,472
 $51,621
Corporate
Corporate expense is comprised almost entirely of unallocated SG&A expense for management and certain administrative services that benefit both reportable segments. Corporate SG&A expense was $41 million, $30 million and $35 million for the fiscal years 2017, 2016, and 2015, respectively. The higher level of expense for fiscal 2017 is due to an increase in incentive compensation accruals resulting from improved financial performance and the inclusion of a $6 million benefit from an insurance reimbursement in fiscal 2016.

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Restructuring Charges and Other Exit-Related Activities
Consolidated operating results in fiscal 2017 also included a net benefit from restructuring charges and other exit-related activities of less than $1 million, compared to charges of $7 million in fiscal 2016 and $13 million in fiscal 2015. Additional restructuring charges and other exit-related activities of less than $1 million were included in the results of discontinued operations in fiscal 2017, compared to charges of $1 million for fiscal 2016 and $4 million for fiscal 2015. Restructuring charges consisted of severance, contract termination and other restructuring costs. Other exit-related activities of less than $1 million in fiscal 2017 included a gain recorded in connection with the disposition of business assets related to the elimination of a metals recycling feeder yard operation, resulting in a net benefit from restructuring charges and other exit-related activities for the period. Other exit-related activities of $2 million and $7 million in fiscal 2016 and 2015, respectively, consisted of asset impairments and accelerated depreciation of assets in connection with the closure of certain operations, net of gains on exit-related disposals. The charges incurred during the periods presented primarily pertain to restructuring initiatives announced in the second quarter of fiscal 2015 and expanded in subsequent periods (the "Q2'15 Plan"). Consolidated operating results for the periods presented also reflect benefits from cost reduction and productivity improvement measures initiated prior to the second quarter of fiscal 2015 and an immaterial amount of associated costs.
Since the beginning of fiscal 2015, we have initiated and implemented a number of additional cost reduction and productivity improvement measures with a combined targeted annual benefit of approximately $95 million. These initiatives included those announced in the first quarter of fiscal 2015 ( the "Q1'15 Plan") followed by further cost-saving and exit-related measures as part of the Q2'15 Plan targeting a combined benefit to annual operating performance of approximately $60 million, subsequently increased by $5 million in the first quarter of fiscal 2016. In the second quarter of fiscal 2016, we expanded the Q2'15 Plan initiatives by an additional $30 million.
The cost reduction and productivity improvements associated with the Q1'15 Plan were driven by a combination of revenue drivers and production and SG&A cost reduction initiatives with a targeted aggregate annual improvement of $14 million, which was achieved in fiscal 2016. The improvements to performance associated with the Q2'15 Plan included two components. The first component reflected strategic actions initiated in the second quarter of fiscal 2015 consisting of idling shredding equipment and closing seven auto parts stores at AMR to align our business to market conditions, targeting a benefit to annual operating performance of approximately $18 million, of which approximately one-third was from reduced depreciation expense. As part of the second component of the Q2'15 Plan, in April 2015, we initiated measures, and also announced the integration of the former Metals Recycling Business and Auto Parts Business into the combined AMR platform, in order to achieve operational synergies and further reduce our annual operating expenses, primarily SG&A expense, by approximately $28 million through personnel reductions, eliminating organizational layers, consolidating shared service functions and reducing other administrative costs. We expanded the Q2'15 Plan and target by initiating measures primarily in the first and second quarters of fiscal 2016 with an additional $35 million in expected benefits primarily through further reductions in personnel, savings from procurement activities, streamlining of administrative and supporting services functions, and adjustments to our operating capacity through additional facility closures, with approximately two-thirds of the target coming from a reduction in SG&A expense and the rest from a reduction in production costs, primarily at AMR. In fiscal 2017, we achieved the approximately $95 million in combined benefits related to these measures, compared to $78 million and $28 million of benefits in fiscal 2016 and 2015, respectively.
In total, we have achieved approximately $160 million in combined annual benefit to operating performance since announcing the first cost savings and productivity initiatives at the end of fiscal 2012, which includes approximately $95 million of the benefits described above.

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Restructuring charges and other exit-related activities incurred in connection with cost reduction and productivity improvement plans for the last three fiscal years ended August 31 were comprised of the following (in thousands):
  
 2017 2016 2015
 All Other Plans Q2’15 Plan Total Charges All Other Plans Q2’15 Plan Total Charges All Other Plans Q2’15 Plan Total Charges
Restructuring charges:                 
Severance costs$
 $(24) $(24) $
 $4,915
 $4,915
 $391
 $5,330
 $5,721
Contract termination costs255
 139
 394
 311
 796
 1,107
 377
 1,245
 1,622
Other restructuring costs
 
 
 
 
 
 1,223
 2,048
 3,271
Total restructuring charges255
 115
 370
 311
 5,711
 6,022
 1,991
 8,623
 10,614
Other exit-related activities:                 
Asset impairments and accelerated depreciation
 158
 158
 
 3,127
 3,127
 
 6,502
 6,502
Gains on exit-related disposals
 (565) (565) 
 (1,337) (1,337) 
 
 
Total other exit-related activities
 (407) (407) 
 1,790
 1,790
 
 6,502
 6,502
Total restructuring charges and exit-related activities$255
 $(292) $(37) $311
 $7,501
 $7,812
 $1,991
 $15,125
 $17,116
                  
Restructuring charges and other exit-related activities included in continuing operations $(109)     $6,781
     $13,008
Restructuring charges and other exit-related activities included in discontinued operations $72
     $1,031
     $4,108
We do not include restructuring charges and other exit-related activities in the measurement of the performance of our reportable segments. The significant majority of restructuring charges require us to make cash payments.
See Note 10 - Restructuring Charges and Other Exit-Related Activities in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report.
Other Income, net
Other income, net was $1 million, $1 million and $4 million for fiscal 2017, 2016 and 2015, respectively. The change between fiscal 2015 and 2016 was primarily due to changes in foreign currency gains and losses on transactions denominated in Canadian dollars. For more information about our foreign currency transactions, see Note 2 – Summary of Significant Accounting Policies in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report.
Interest Expense
Interest expense was $8 million, $9 million and $9 million for fiscal 2017, 2016 and 2015, respectively. The impact on fiscal 2017 interest expense of reduced average borrowingsamounts outstanding under our bank credit facilities, compared to fiscal 2016 was offset by higher interest rates. The impact on fiscal 2016 interest expense of reducedas well as increased average borrowings, compared to the prior fiscal 2015 was offset by higher interest rates and the write-off of debt issuance costs of $1 million. For more information about our outstanding debt balances, see Note 7 – Debt in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report.
year.

Income Tax (Expense) Benefit

 Year Ended August 31,
 2017 2016 2015
Income (loss) from continuing operations before income taxes$48,690
 $(15,505) $(200,464)
Income tax (expense) benefit$(1,322) $(735) $12,615
Effective tax rate2.7% (4.7)% 6.3%
Income tax (expense) benefit from continuing operations was $(1) million, $(1) million and $13 million for fiscal 2017, 2016 and 2015, respectively.

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Taxes

 

 

Year Ended August 31,

 

 

 

2023

 

 

2022

 

 

2021

 

(Loss) income from continuing operations before income taxes

 

$

(28,076

)

 

$

216,676

 

 

$

207,989

 

Income tax benefit (expense)

 

$

2,747

 

 

$

(44,597

)

 

$

(37,935

)

Effective tax rate

 

 

9.8

%

 

 

20.6

%

 

 

18.2

%

Our effective tax rate from continuing operations infor fiscal 20172023 was a benefit on pre-tax loss of 9.8%, compared to an expense on pre-tax income of 2.7%, which20.6% for fiscal 2022. Our effective tax rate from continuing operations for fiscal 2023 was lower than the U.S. federal statutory rate of 35%21% primarily due to our full valuation allowance positionsthe aggregate effect of the relatively low absolute level of pre-tax earnings, permanent differences from non-deductible expenses, and unrecognized tax benefits. Our effective tax rate from continuing operations for fiscal 2022 approximated the U.S. federal statutory rate of 21%, reflecting tax benefits from vesting of share-based awards, the foreign derived intangible income tax refund claims, partially(“FDII”) deduction, and research and development credits, offset by increases in deferred tax liabilitiesthe aggregate impact of state taxes and permanent differences from indefinite-lived assets in all jurisdictions. The valuation allowances onnon-deductible expenses.

We assess the realizability of our deferred tax assets on a quarterly basis through an analysis of potential sources of future taxable income, including prior fiscal year taxable income available to absorb a carryback of tax losses, reversals of existing taxable temporary differences, tax planning strategies, and forecasts of taxable income. We consider all negative and positive evidence to determine if valuation allowances against deferred tax assets are therequired. We continue to maintain valuation allowances against certain deferred tax assets in certain jurisdictions as a result of negative objective evidence, including the effects of historical losses in our taxthese jurisdictions, outweighing positive objective and subjective evidence, indicatingwhich indicates that it is more likely than notmore-likely-than-not that the associated tax benefit will not be realized.

Our effective tax rate from continuing operations in fiscal 2016 was an expense of 4.7%, which was lower than the U.S. federal statutory rate of 35%. The effective tax rate was reduced for valuation allowances on deferred tax assets and the aggregate impact of foreign income taxed at different rates. Those reductions were partially offset by the realization of deductible foreign investment basis for tax purposes. Our income tax expense is comprised primarily of the increase in deferred tax liabilities from indefinite-lived assets plus certain state cash tax expenses. The increase in valuation allowance on deferred tax assets was recognized as a result of negative evidence, including recent losses in all tax jurisdictions, outweighing the more subjective positive evidence, indicating that it is more likely than not that the associated tax benefit will not be realized.
Our effective tax rate from continuing operations in fiscal 2015 was a benefit of 6.3%, which was lower than the U.S. federal statutory rate of 35%. The effective tax rate was reduced by 33% for valuation allowances on deferred tax assets and the aggregate impact of excluding foreign income taxed at different rates. Those expenses were partially offset by the recognition of a $13 million benefit related to the realization of deductible foreign investment basis for tax purposes. The increase in valuation allowance on deferred tax assets was recognized as a result of negative evidence, including recent losses in all tax jurisdictions, outweighing the more subjective positive evidence, indicating that it is more likely than not that the associated tax benefit will not be realized.
Realization of the deferred tax assets is dependent upon generating sufficient taxable income in the associated tax jurisdictions in future years to benefit from the reversal of net deductible temporary differences and from the utilization of net operating losses.differences. We will continue to regularly assess the realizability of deferred tax assets. Changes in historical earnings performance and future earnings projections, among other factors, may cause us to adjust our valuation allowance on deferred tax assets, which would impact our results of operations in the period we determine that these factors have changed. It is reasonably possible that sufficient positive evidence required

Inflation Reduction Act

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law, with tax provisions primarily focused on implementing a 15% Corporate Alternative Minimum Tax (“CAMT”) and a 1% excise tax on corporate share repurchases. As of August 31, 2023, we did not meet the threshold to release a portion of our valuation allowance within the next twelve months may result in a reductionbe subject to the valuation allowance, which couldCAMT. We may, however, be material.

See Note 15 - Income Taxes in the Notessubject to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion.
Discontinued Operations
In fiscal 2015, we ceased operations at seven auto parts stores, six of which qualified for discontinued operations reporting. The operations of the six qualifying stores had previously been reported within the AMR reportable segment. In fiscal 2016 and 2015, we recorded impairment charges and accelerated depreciation of $1 million and $3 million, respectively,1% excise tax on the long-lived assets of discontinued auto parts stores. Impaired assets in fiscal 2016 consisted primarily of capital lease assets associated with the buildings on two leased properties.
The results of discontinued operations were comprised of the following (in thousands):
 Year Ended August 31,
 2017 2016 2015
Revenues$
 $
 $8,263
      
Loss from discontinued operations before income taxes$(390) $(1,348) $(7,227)
Income tax benefit
 
 
Loss from discontinued operations, net of tax$(390) $(1,348) $(7,227)

See Note 8 - Discontinued Operations in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for further discussion.

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future share repurchases.

Liquidity and Capital Resources

We rely on cash provided by operating activities as a primary source of liquidity, supplemented by current cash on hand and borrowings under our existing credit facilities.

Sources and Uses of Cash

We had cash balances of $7$6 million and $27$44 million as of August 31, 20172023 and 2016,2022, respectively. Cash balances are intended to be used primarily for working capital, capital expenditures, dividends, share repurchases, investments, and acquisitions. We use excess cash on hand to reduce amounts outstanding under our credit facilities. As of both August 31, 2017,2023 and 2022, debt was $145$249 million, compared to $193 million as of August 31, 2016, and debt, net of cash, was $138 million, compared to $166$243 million as of August 31, 2016 (refer2023, compared to $205 million as of August 31, 2022, which increase was primarily due to lower cash balances resulting from the repayment of increased borrowings from our credit facilities during fiscal 2023 to fund the acquisition of the ScrapSource business on November 18, 2022, and capital expenditures. See the reconciliation of debt, net of cash, in Non-GAAP Financial Measures below). Debt, netat the end of cash, decreased by $28 million primarily as a result of the positive cash flows generated by operating activities.

this Item 7.

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Operating Activities

Net cash provided by operating activities in fiscal 20172023 was $100$139 million, compared to $99$238 million in fiscal 2016 and $145 million2022.

Sources of cash other than from earnings in fiscal 2015.

Net cash provided by operating activities2023 included a $48 million decrease in fiscal 2017inventories primarily benefited from improved operating performance compareddue to lower raw material purchase costs and the timing of purchases and sales and a $12 million decrease in accounts receivable primarily due to the prior year. Sourcestiming of sales and collections. Uses of cash in fiscal 20172023 included a $33$24 million decrease in accrued payroll and related liabilities primarily due to decreased incentive compensation liabilities and a $14 million decrease in accrued liabilities due in part to recognition through fiscal 2023 earnings of advance payments received from insurers in excess of recoveries as of the end of fiscal 2022 upon full and final settlement with our insurers for our claims arising from the May 2021 steel mill fire.

Sources of cash other than from earnings in fiscal 2022 included a $21 million increase in accounts payable primarily due to higher raw material purchase prices and the timing of purchases and payments. Uses of cash in fiscal 2022 included a $37 million increase in inventories due to higher raw material purchase costs and the timing of purchases and sales, a $19 million increase in prepaid expenses and other current assets primarily due to increased receivables from insurers, a $15 million decrease in environmental liabilities primarily due to payments in connection with legacy environmental matters, and a $12$14 million increasedecrease in accrued payroll and related liabilities due to increases in incentive compensation accruals resulting from improved financial performance. Uses of cash in fiscal 2017 included a $22 million increase in inventory due to higher raw material purchase prices, higher volumes on hand and the impact of timing of purchases and sales, and a $36 million increase in accounts receivable primarily due to increases in recycled metal selling pricesdecreased incentive compensation liabilities. The sources and sales volumes, and the timing of sales and collections.

Sourcesuses of cash in fiscal 2016 included a $28 million decrease in inventories duerelated to the impact of lower raw material prices and timing of purchases and sales, a $6 million decrease in refundable income taxes due to collection of tax refunds, and a $6 million insurance reimbursement. Uses of cash included a $11 million increase in accounts receivable due to the timing of sales and collections. A significant amount of cash generated by operating activities in fiscal 2015 and 2016 stemmed from a reduction indescribed above also reflect higher net working capital primarily as a resultneeds during the ramp-up of steel mill operations that began in August 2021 following completion of repair and replacement of damaged property arising from the declining price environment for ferrous and nonferrous scrap metal and finishedMay 2021 steel and to a lesser extent lower inventory volumes, as well as positive operating performance.
Sources of cash in fiscal 2015 included a $56 million decrease in accounts receivable primarily due to the timing of sales and collections and a $69 million decrease in inventories due to the impacts of decreasing raw materials prices and timing of purchases and sales. Uses of cash included a $36 million decrease in accounts payable due to lower raw material purchase prices and the timing of payments.
mill fire.

Investing Activities

Net cash used in investing activities in fiscal 20172023 was $45$144 million, compared to $30$316 million in fiscal 2016 and $28 million in fiscal 2015.

2022.

Cash used in investing activities in fiscal 2017, 20162023 included $25 million paid to acquire the assets of the ScrapSource business on November 18, 2022. We funded this acquisition using cash on hand and 2015borrowings under our existing credit facilities. See Note 7 - Business Acquisitions in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for further detail. Cash used in investing activities in fiscal 2023 also included $45 million, $35 million and $32 million, respectively, in capital expenditures of $130 million to upgrade our equipment and infrastructure and for additional investments in advanced metals recovery technology and environmental and safety-related assets. For allassets, compared to $150 million in the prior fiscal years presented,year. Cash flows from investing activities in fiscal 2023 included proceeds of $8 million representing the significant majorityportion of advance payments from insurers deemed a recovery of capital expenditures were associatedpurchases incurred for repair and replacement of damaged property arising from the December 2021 Everett facility shredder fire, compared to such proceeds totaling $17 million in the prior fiscal year in connection with projectsour insurance claims relating to the May 2021 steel mill fire and the December 2021 Everett facility shredder fire.

Cash used in investing activities in fiscal 2022 included $117 million paid to acquire the Columbus Recycling business on October 1, 2021, which amount included $10 million paid primarily for net working capital in excess of an agreed-upon benchmark, and also included $63 million paid to acquire the Encore Recycling business on April 29, 2022, which amount included $8 million paid at AMR.

closing for estimated net working capital in excess of an agreed-upon benchmark. We funded these acquisitions using cash on hand and borrowings under our existing credit facilities. Cash used in investing activities in fiscal 2022 also included the purchase of an investment in the equity of a privately-held Canadian recycling entity for $5 million.

Financing Activities

Net cash used in financing activities for fiscal 20172023 was $75$33 million, compared with $65to net cash provided by financing activities of $95 million in fiscal 2016 and $119 million in fiscal 2015.

2022.

Cash used inflows from financing activities in fiscal 2017, 20162023 included $3 million in net repayment of debt, compared to $166 million in net borrowings of debt in the prior fiscal year (refer to Non-GAAP Financial Measures at the end of this Item 7). Uses of cash in fiscal 2023 and 20152022 included $20$8 million and $11 million, respectively, for cash dividendspayment of employee tax withholdings resulting from settlement of share-based awards and $21 million in each fiscal year and $48 million, $36 million and $91 million, respectively, in net repaymentsfor the payment of debt. Refer to Non-GAAP Financial Measures below.


41dividends.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Debt

Following is a summary of our outstanding balances and availability on credit facilities and long-term debt, exclusive of capitalfinance lease obligations (in thousands):

 

 

Outstanding as of
August 31, 2023

 

 

Remaining
Availability

 

Bank secured revolving credit facilities(1)

 

$

230,000

 

 

$

573,472

 

Other debt obligations

 

$

12,192

 

 

N/A

 

(1)
Remaining availability is net of $8 million of outstanding stand-by letters of credit as of August 31, 2023.
  Outstanding as of 8/31/2017 Remaining Availability
Bank secured revolving credit facilities(1)
 $140,000
 $197,040
Other debt obligations $706
 N/A
_____________________________
(1)Remaining availability is net of $10 million of outstanding stand-by letters of credit as of August 31, 2017.

Our senior secured revolving credit facilities, which provide for revolving loans of $335$800 million and C$15 million, mature in April 2021August 2027 pursuant to a credit agreement with Bank of America, N.A., as administrative agent, and other lenders party thereto. Interest rates on outstanding indebtedness under the credit agreement are based, at our option, on either the London InterbankSecured Overnight Financing Rate (“SOFR”) (or the Canadian Dollar Offered Rate, ("LIBOR")“CDOR” for C$ loans), or the Canadian equivalent, plus a spread of between 1.75%1.25% and 2.75%2.00%, with the amount of the spread based on a pricing grid tied to our ratio of consolidated net funded debt to EBITDA (as defined by the Company’s leverage ratio,credit agreement), or the greater of (a) the prime rate, (b) the federal funds rate plus 0.50%, or (c) the daily rate equal to one-month LIBORTerm SOFR plus 1.75%1.00%, in each case, plus a spread of between zero0.25% and 1.00% based on a pricing grid tied to the Company's leverageour consolidated net funded debt to EBITDA ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between 0.20%0.175% and 0.40%0.30% based on a pricing grid tied to our leverage ratio.

ratio of consolidated net funded debt to EBITDA.

Under the credit agreement, we may establish one or more key performance indicators (“KPIs”) to measure our performance with respect to certain of our environmental, social and governance targets. Subject to the terms and conditions of the credit agreement, we may propose to amend the credit agreement to modify (i) the pricing spread and (ii) the commitment fee rate. Such modifications would be tied to our performance against the KPIs and would allow for (i) the pricing spread to be increased or decreased by no more than (a) 0.025% per KPI and (b) 0.05% for all KPIs, and (ii) the commitment fee rate to be increased or decreased by no more than 0.005% for all KPIs. Such adjustments would be determined on an annual basis and would not be cumulative.

We had borrowings outstanding under theour credit facilities of $140 million and $180$230 million as of both August 31, 20172023 and 2016, respectively.2022. The weighted average interest rate on amounts outstanding under this facilityour credit facilities was 3.48%7.17% and 3.01%3.65% as of August 31, 20172023 and 2016,2022, respectively.

In the fourth quarter of fiscal 2023, we entered three interest rate swap transactions to hedge the variability in interest cash flows associated with our variable-rate loans under our credit facilities. The interest rate swaps require us to make fixed-rate payments based on a total notional amount of $150 million and an average annual rate of approximately 4.40% in exchange for the receipt of variable-rate amounts over a three-year term ending in August 2026. See Note 15 - Derivative Financial Instruments in Part II, Item 8 of this report for disclosure related to derivative instruments and hedging activities.

We use the credit facilities to fund working capital, capital expenditures, dividends, share repurchases, investments, and acquisitions. TheOur credit agreement contains various representations and warranties, events of default, and financial and other customary covenants which limit (subject to certain exceptions) our ability to, among other things, incur or suffer to exist certain liens, make investments, incur or guaranty additional indebtedness, enter into consolidations, mergers, acquisitions, and sales of assets, make distributions and other restricted payments, change the nature of our business, engage in transactions with affiliates, and enter into restrictive agreements, including agreements that restrict the ability of our subsidiaries to make distributions. TheAs of August 31, 2023, the financial covenants under the credit agreement includeincluded (a) a consolidated fixed charge coverage ratio, defined as the four-quarter rolling sum of consolidated adjusted EBITDA less defined maintenance capital expenditures and certain environmental expenditures divided by consolidated fixed charges;charges, and (b) a consolidated leverage ratio, defined as consolidated funded indebtedness divided by the sum of consolidated net worth and consolidated funded indebtedness; and (c) a consolidated asset coverage ratio, defined as the consolidated asset value of eligible assets divided by the consolidated funded indebtedness.

As of August 31, 2017,2023, we were in compliance with the financial covenants under theour credit agreement. The consolidated fixed charge coverage ratio was required to be no less than 1.50 to 1.00 and was 3.163.08 to 1.00 as of August 31, 2017.2023. The consolidated leverage ratio was required to be no more than 0.55 to 1.00 and was 0.22 to 1.00 as of August 31, 2017. The asset coverage ratio was required to be no less than 1.00 to 1.00 and was 1.80 to 1.00 as of August 31, 2017.

The Company's2023.

Our obligations under theour credit agreement are guaranteed by substantially all of our subsidiaries. The credit facilities and the related guarantees are secured by senior first priority liens on certain of our and our subsidiaries’ assets, including equipment, inventory, and accounts receivable.

While we currently expect to remain in compliance with the financial covenants under the credit agreement, there can be no assurances that we willmay not be able to do so in the event market conditions or other negative factors which adverselyhave a significant adverse impact on our results of operations and financial position lead to a trend of consolidated net losses.position. If we do not maintain compliance with our financial covenants and are unable to obtain an amendment or waiver from our lenders, a breach of a financial covenant would constitute an event of default and allow the lenders to exercise remedies under the agreements, the

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most severe of which is the termination of the credit facility under our committed bank credit agreement and acceleration of the amounts owed under the agreement. In such case, we would be required to evaluate available alternatives and take appropriate steps to obtain alternative funds. There can be no assurancesWe cannot assure that any such alternative funds, if sought, could be obtained or, if obtained, would be adequate or on acceptable terms.

As of August 31, 2016, we had $8

Other debt obligations, which totaled $12 million of tax-exempt economic development revenue bonds outstanding with the State of Oregon and scheduled to mature in January 2021. In August 2016, we exercised our option to redeem the bonds prior to maturity. We repaid the bonds in full in September 2016. The obligation is reported as a current liability within short-term borrowings$13 million as of August 31, 2016 on2023 and 2022, respectively, primarily relate to equipment purchases, the Consolidated Balance Sheet, andcontract consideration for which includes an obligation to make future monthly payments to the $8 million repayment is reportedvendor in the form of licensing fees. For accounting purposes, such obligations are treated as a cash outflow frompartial financing activitiesof the purchase price by the equipment vendor. Monthly payments commence when the equipment is placed in service and achieves specified minimum operating metrics, with payments continuing for the year ended August 31, 2017 on the Consolidated Statementa period of Cash Flows.


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four years thereafter.

Capital Expenditures

Capital expenditures totaled $45 million, $35 million and $32$130 million for fiscal 2017, 2016 and 2015, respectively.2023, compared to $150 million for fiscal 2022. Capital expenditures included approximately $33 million and $51 million for investments in each of these years were primarilygrowth in fiscal 2023 and 2022, respectively. We currently plan to invest approximately $100 million in capital expenditures in fiscal 2024. These capital expenditures include investments in growth, including new nonferrous processing technologies, and to support volume initiatives as well as post-acquisition and other growth projects, and investments to upgrade our equipment and infrastructure and for additional investments in environmental and safety-related projects. We currently plan to invest in the range of $55 million to $70 million in capital expenditures in fiscal 2018, an increase from the expenditures made in fiscal 2017 and 2016 primarily due to increased equipment replacement and upgrades, further investment in nonferrous processing technologies, and environmental projectsassets, using cash generated from operations and available credit facilities.

Supply chain disruptions have contributed to some delays in construction activities and equipment deliveries related to our capital projects, and to the time required to obtain permits from government agencies, resulting in the deferral of certain capital expenditures. Given the continually evolving nature of such disruptions and other factors impacting the timing of project completion, the extent to which forecasted capital expenditures could be deferred is uncertain.

Environmental Compliance

Building on our commitment to recycling and operating our business in an environmentally responsible manner, we continue to invest in facilities that improve our environmental presence in the communities in which we operate. As part of our capital expenditures discussed in the prior paragraph, we invested $17 million, $14 million and $10 million for environmental projects in fiscal 2017, 2016 and 2015, respectively. We plan to invest up to $20approximately $33 million in capital expenditures for environmental projects in fiscal 2018.2023, and we currently plan to invest approximately $35 million for such projects in fiscal 2024. These projects include investments in storm water systems and equipment to ensure ongoing compliance with air quality and other environmental regulations.

regulations and storm water systems.

We have been identified by the United States Environmental Protection Agency (“EPA”)EPA as one of the potentially responsible parties that own or operate or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site (“the Site”).Harbor. See Note 910 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for a discussion of this matter.matter, as well as other legacy environmental loss contingencies. We believe it is not possible to reasonably estimate the amount or range of costs which we are likely to or which it is reasonably possible that we will incur in connection with the Site,Portland Harbor, although such costs could be material to our financial position, results of operations, cash flows, and liquidity. We have insurance policies and Qualified Settlement Funds (“QSFs”) that we believe will provide reimbursement for costs we incur for defense, remediation, and mitigation for natural resource damages claims in connection with the Site,Portland Harbor, although there are no assurances that those policies and the QSFs will cover all of the costs which we may incur. Significant cash outflows in the future related to the SitePortland Harbor could reduce the amounts available for borrowing that could otherwise be used for working capital, capital expenditures, dividends, share repurchases, investments, and acquisitions and could result in our failure to maintain compliance with certain covenants in our debt agreements, and could adversely impact our liquidity.

Dividends

On June 27, 2023, our Board of Directors declared a dividend for the fourth quarter of fiscal 2023 of $0.1875 per common share, which equates to an annual cash dividend of $0.75 per common share. Dividends of $0.75 per common share, totaling $21 million, were declared and paid during fiscal 2023, and $21 million in dividends were also declared and paid during fiscal 2022.

Share Repurchase Program

Pursuant to our amended share repurchase program, we have existing authorization to repurchase up to approximately 1.8 million shares of our Class A common stock when we deem such repurchases to be appropriate. We evaluate long- and short-range forecasts as well as anticipated sources and uses of cash before determining the course of action in our share repurchase program. As of the beginning of fiscal 2015, we had repurchased approximately 6.9 million shares of our Class A common stock under the program. We repurchased approximately 68 thousand shares for a total of $1 million and 203 thousand shares for a total of $3 million in open-market transactions in fiscal 2015 and 2016, respectively.

We did not repurchase any shares of our common stock during fiscal 2023. For information regarding share repurchases during fiscal 2022, see “Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities” above in fiscal 2017.

Part II of this report, incorporated by reference herein.

Assessment of Liquidity and Capital Resources

Historically, our available cash resources, internally generated funds, credit facilities, and equity offerings have financed our acquisitions, capital expenditures, working capital, and other financing needs.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

We generally believe our current cash resources, internally generated funds, existing credit facilities, and access to the capital markets will provide adequate short-term and long-term liquidity needs for working capital, capital expenditures, dividends, share repurchases, dividends,investments and acquisitions, joint ventures, debt service requirements, environmental obligations, investments and acquisitions.other contingencies. However, in the event of a sustained market deterioration, we may need additional liquidity which would require us to evaluate available alternatives and take appropriate steps to obtain sufficient additional funds. There can be no assurances that any such supplemental funding, if sought, could be obtained or, if obtained, would be adequate or on acceptable terms.

Off-Balance Sheet Arrangements
None requiring disclosure pursuant to Item 303 of Regulation S-K under the Securities Exchange Act of 1934.

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Contractual Obligations and Commitments

We have certain contractual obligations to make future payments. The following table summarizes these future obligations related to debt and leases as of August 31, 20172023 (in thousands):

 

 

Payment Due by Period

 

 

 

2024

 

 

2025

 

 

2026

 

 

2027

 

 

2028

 

 

Thereafter

 

 

Totals

 

Contractual Obligations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Credit facilities(1)

 

$

 

 

$

 

 

$

 

 

$

230,000

 

 

$

 

 

$

 

 

$

230,000

 

Interest payments on credit facilities(2)

 

$

16,491

 

 

$

16,491

 

 

$

16,491

 

 

$

16,084

 

 

$

 

 

$

 

 

$

65,557

 

Other debt, including interest(3)

 

$

3,924

 

 

$

2,799

 

 

$

2,799

 

 

$

2,799

 

 

$

704

 

 

$

234

 

 

$

13,259

 

Finance leases, including interest

 

$

2,558

 

 

$

1,746

 

 

$

1,262

 

 

$

1,103

 

 

$

939

 

 

$

445

 

 

$

8,053

 

Operating leases(4)

 

$

23,768

 

 

$

19,391

 

 

$

15,503

 

 

$

13,546

 

 

$

10,901

 

 

$

55,434

 

 

$

138,543

 

(1)
Credit facilities include the principal amount of borrowings outstanding under bank secured revolving credit facilities, which mature in August 2027.
(2)
 Payment Due by Period
 2018 2019 2020 2021 2022 Thereafter Total
Contractual Obligations             
Long-term debt(1)
$41
 $153
 $92
 $140,050
 $53
 $317
 $140,706
Interest payments on long-term debt(2)
4,904
 4,914
 4,900
 3,135
 26
 61
 17,940
Capital leases, including interest1,169
 1,043
 1,022
 885
 753
 1,824
 6,696
Operating leases19,572
 16,824
 13,333
 7,894
 5,317
 22,410
 85,350
Purchase obligations(3)
73,230
 15,143
 14,985
 3,591
 2,067
 5,600
 114,616
Other(4)
217
 314
 311
 308
 305
 3,325
 4,780
Total$99,133
 $38,391
 $34,643
 $155,863
 $8,521
 $33,537
 $370,088
Interest payments on credit facilities are based on interest rates in effect as of August 31, 2023. As contractual interest rates and the amount of debt outstanding is variable in certain cases, actual cash payments may differ from the estimates provided.
_____________________________
(1)Long-term debt represents the principal amounts of all outstanding long-term debt, maturities of which extend to 2027.
(2)Interest payments on long-term debt are based on interest rates in effect as of August 31, 2017. As contractual interest rates and the amount of debt outstanding is variable in certain cases, actual cash payments may differ from the estimates provided.
(3)Purchase obligations include all enforceable, legally binding agreements to purchase goods or services that specify all significant terms, regardless of the duration of the agreement, including purchases of inventory items to be sold in the ordinary course of business.
(4)Other contractual obligations consist of pension funding obligations and other accrued liabilities.
(3)
Other debt obligations primarily relate to equipment purchases, the contract consideration for which includes an obligation to make future monthly payments to the vendor in the form of licensing fees. For accounting purposes, such obligation is treated as a partial financing of the purchase price by the equipment vendor. Monthly payments commence when the equipment is placed in service and continue for a period of four years thereafter.
(4)
Operating lease payments reflect those embedded in the measurement of our operating lease liabilities and, thus, include future lease payments for the remaining non-cancellable period of the lease together with periods covered by renewal (or termination) options which we are reasonably certain to exercise (or not to exercise). These operating lease payments do not include certain tax, insurance, and maintenance costs, which are also required contractual obligations under our operating leases but are generally not fixed and can fluctuate from year to year. Also, we have excluded future minimum lease payments for leases that have been executed but have not commenced as of August 31, 2023.

In addition to future obligations related to debt and leases presented in the table above, we have certain material cash requirements, including but not limited to commitments for capital expenditures. See “Capital Expenditures” within “Liquidity and Capital Resources” above in this Item 7 for discussion of our planned investment in capital expenditures in fiscal 2024, a portion of which represents contractual commitments that existed as of the end of our fiscal 2023. We also had open purchase orders as of August 31, 2023 for purchases of primarily fuels and lubricants, machinery and equipment components and parts, and consumables used in our operations of approximately $76 million, nearly all of which require payment of cash in our fiscal 2024.

In the fourth quarter of fiscal 2023, we entered three interest rate swap transactions to hedge the variability in interest cash flows associated with our variable-rate loans under our credit facilities. The interest rate swaps require us to make fixed-rate payments based on a total notional amount of $150 million and an average annual rate of approximately 4.40% in exchange for the receipt of variable-rate amounts over a three-year term ending in August 2026. See Note 15 - Derivative Financial Instruments in Part II, Item 8 of this report for disclosure related to derivative instruments and hedging activities.

See Note 13 - Employee Benefits in Part II, Item 8 of this report for disclosure related to qualified and nonqualified retirement plans, which include a defined benefit pension plan, a supplemental executive retirement benefit plan, multiemployer pension plans, defined contribution plans, and a deferred compensation plan.

We maintain stand-by letters of credit to provide support for certain obligations, including workers’ compensation and performance bonds. AtAs of August 31, 2017,2023, we had $10$8 million outstanding under these arrangements.


45 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires us to make certain judgments, estimates, and assumptions regarding uncertainties that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. An accounting policyestimate is deemed to be critical if it requires an accounting estimate to beis made based on assumptions and judgments about matters that are inherently uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in the estimate that are reasonably likely to occur could materially impact our consolidated financial statements. We deem critical accounting policies to be those that are most important to the portrayal of our financial condition and results of operations. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we use in applying the critical accounting policies.use. We are not currently aware of any reasonably likely events or circumstances that would result in materially different amounts being reported.

Our critical accounting estimates include those related to goodwill,inventories, business acquisitions, long-lived assets, goodwill, environmental costs, and income taxes.

Inventories

Our inventories consist of processed and unprocessed scrap metal (ferrous, nonferrous, and mixed nonferrous recovered joint products arising from the manufacturing process), semi-finished steel products (billets), finished steel products (primarily rebar, wire rod, and merchant bar), used and salvaged vehicles, and supplies. Inventories are stated at the lower of cost and net realizable value. We consider estimated future selling prices when determining the estimated net realizable value of our inventory. As we generally sell our recycled ferrous metal under contracts that provide for shipment within 30 to 60 days after the price is agreed, we utilize the selling prices under committed contracts and sales orders for determining the estimated net realizable value of quantities on hand that will be shipped under these contracts and sales orders.

The accounting process we use to record ferrous scrap metal quantities relies on significant estimates. With respect to estimating the quantities of unprocessed ferrous scrap metal inventory that are moved into production, we rely on weighed quantities of the processed ferrous material, adjusted for business combinationsestimated metal recoveries and revenue recognition.

yields that are based on historical trends and other judgments by management. Actual recoveries and yields can vary depending on product quality, moisture content, and the source of the unprocessed metal. The Company’s estimates are intended to reasonably reflect the quantities of unprocessed ferrous scrap metal that are used in the production of processed ferrous metal. To assist in validating the reasonableness of these estimates, we periodically review shrink factors and perform monthly physical inventories. Due to the inherent nature of our scrap metal inventories, including variations in product density, holding period, and production processes utilized to manufacture the products, physical inventories will not necessarily detect all variances for scrap metal inventory such that estimates of quantities are required. To mitigate this risk, we further adjust our ferrous physical inventories when the volume of a commodity is low and a physical inventory count is deemed to more accurately estimate the remaining volume.

Goodwill

We evaluate goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Impairment of goodwill is tested at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as a ‘component’“component”).

When testing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than notmore-likely-than-not that the estimated fair value of a reporting unit is less than its carrying amount. If we elect to perform a qualitative assessment and determine that an impairment is more likely than not,more-likely-than-not, we are then required to perform the quantitative impairment test, otherwise no further analysis is required. We also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test.

As of the beginning of the third quarter of fiscal 2017, we early-adopted an accounting standard update that revises When performing the quantitative goodwill impairment test, with no impact to the Consolidated Financial Statements. Under the revised guidance, we apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit'sunit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to that reporting unit.

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We estimate the fair value of thea reporting unitsunit using an income approach based on the present value of expected future cash flows utilizing a market-based weighted average cost of capital (“WACC”) determined separately for eachthe reporting unit. To estimate the present value of the cash flows that extend beyond the final year ofin the discounted cash flow model,analysis, we employ a terminal value technique, whereby we use estimated operating cash flows minus capital expenditures, adjust for changes in working capital requirements in the final year of the model,analysis, and then discount these estimated cash flows by the WACC to establish the terminal value.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

The determination of fair value using the income approach requires judgment and involves the use of significant estimates and assumptions about expected future cash flows derived from internal forecasts and the impact of market conditions on those assumptions. Critical assumptionsAssumptions primarily include revenue growth rates driven by future ferrous and nonferrous commodity pricesprice and sales volume expectations, operatinggross margins, selling, general and administrative expense relative to total revenues, capital expenditures, working capital requirements, discount rate (WACC), tax rates,rate, terminal growth rates, discount rates,rate, benefits associated with a taxable transaction, and synergistic benefits available to market participants.

We also use a market approach based on earnings multiple data and our Company’s market capitalization to corroborate our reporting units’ valuations. We reconcile the Company’s market capitalization to the aggregated estimated fair value of ourall reporting units, including consideration of a control premium representing the estimated amount a market participant would pay to obtain a controlling interest.

interest in the Company.

In the fourth quarter of fiscal 2023, we performed the annual goodwill impairment test as of July 1, 2023. As of the testing date, the balance of our goodwill was $269 million, which was allocated among four reporting units. All of the approximately $13 million of goodwill carried by one of the reporting units, a recycling services operation, related to the business acquisition that was completed in fiscal 2023. We elected to perform the qualitative assessment for this reporting unit and concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying value. The remaining $256 million of goodwill as of the testing date was allocated among three reporting units, which consist of two regional metals recycling operations and our network of auto parts stores. Based primarily on the respective financial and operational performance of each of these three reporting units and the Company overall, as well as the year-over-year decrease in our market capitalization as of the testing date, we elected to not perform the qualitative assessment and to proceed directly to the quantitative impairment test for goodwill allocated to the three reporting units to identify potential impairment and measure an impairment loss, if necessary.

The three reporting units for which we performed the quantitative assessment consist of two regional metals recycling operations and our network of auto parts stores. For one of the metals recycling reporting units and the autos reporting unit subject to the quantitative impairment test, the estimated fair value of the reporting unit exceeded its carrying amount by approximately 24% and 33%, respectively, as of July 1, 2023. For the other metals recycling reporting unit, the estimated fair value of the reporting unit was less than its carrying amount, resulting in a partial impairment of goodwill of $39 million. The projections used in the income approach for the metals recycling and autos reporting units took into consideration, as applicable, the impact of recent and current market conditions for ferrous and nonferrous recycled metals and retail auto parts, the cost of obtaining adequate supply flows of scrap metal including end-of-life vehicles, and recent trends in production and other operating costs. The projections assumed a recovery of operating margins from the levels experienced around the time of the July 1, 2023 measurement date over a multi-year period. The WACC rate used in the income approach valuation for the two metals recycling reporting units was 13.68%, and the WACC rate used for the autos reporting unit was 13.62%. The terminal growth rate used in the income approach valuation for all three reporting units was 2%. A reporting-unit-specific risk premium is embedded in the WACC to reflect the perceived level of uncertainty inherent in each reporting unit's expected future cash flows. For the metals recycling and autos reporting units with no goodwill impairment, assuming all other components of the fair value estimates were held constant, an increase in the WACC of 100 basis points would have decreased the indicated headroom to 13% and 21%, respectively. For the metals recycling reporting unit with partial goodwill impairment, assuming all other components of the fair value estimate were held constant, an increase in the WACC of 100 basis points would have resulted in a material amount of additional impairment of the goodwill allocated to the reporting unit. See Note 8 - Goodwill and Other Intangible Assets, net in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for further detail.

As a result of the inherent uncertainty associated with forming the estimates described above, actual results could differ from those estimates. Future events and changing market conditions may impact our assumptions as to future revenue and operating margin growth, rates, market-based WACC, and other factors that may result in changes in our estimates of the reporting units'units’ fair value. Although we believe the assumptions used in testing our reporting units’ goodwill for impairment are reasonable, declinesa lack of recovery or further deterioration in market conditions for recycled metals from current levels, a sustained trend of weaker than anticipated financial performance for the reporting unitunits with allocated goodwill, including the pace and extent of operating margin and volume recovery, a lack of recovery or further decline in our share price from current levels for a sustained period, of time, or an increase in the market-based WACC, among other factors, could significantly impact our impairment analysis and may result in future goodwill impairment charges that, if incurred, could have a material adverse effect on our financial condition and results of operations.

In

Business Acquisitions

We recognize the fourth quarter of fiscal 2017, we performedassets acquired, the annual goodwill impairment testliabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of July 1, 2017. As of the testing date, the balance of the Company's goodwill of $167 million was carried by a single reporting unit within the AMR operating segment. We elected to first assess qualitative factors to determine whether the existence of events or circumstances led to a determination that itdate. Contingent purchase consideration is more likely than not that the estimatedrecorded at fair value at the date of the reporting unit is less than its carrying amount. As a result of the qualitative assessment, we concluded that it is not more likely than not thatacquisition. Any excess purchase price over the fair value of the reporting unitnet assets acquired is less than its carryingrecorded as goodwill. Within one year from the date of acquisition, we may update the value asallocated to the assets acquired and liabilities assumed, and the resulting goodwill balance, based on information

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires us to determine the price that would be paid by a third-party market participant based on the highest and best use of the testing dateassets or interests acquired. See Note 7 - Business Acquisitions in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report for disclosure of our acquisition of the Columbus Recycling business on October 1, 2021, our acquisition of the Encore Recycling business on April 29, 2022, and therefore, no further impairment testing was required.

our acquisition of the ScrapSource business on November 18, 2022.

Long-Lived Assets

We test long-lived tangible and intangible assets for impairment at the asset group level, which is determined based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. For our metals recycling operations reported within AMR, an asset group is generally comprised of the regional shredding and export operation along with surrounding feeder yards. For regions with no shredding and export operations, each metals recycling yard is an asset group. For our auto parts operations, generally each auto parts store is an asset group. The combined steel manufacturing and metals recycling operations within CSS are a single asset group. Prior to their combination into CSS in the fourth quarter of fiscal 2017, our steel manufacturing operations and Oregon metals recycling operations were distinct asset groups. We test our asset groups for impairment when certain triggering events or changes in circumstances indicate that the carrying value of the asset group may be impaired. If the carrying value of the asset group is not recoverable because it exceeds the estimate of future undiscounted cash flows from the use and eventual disposition of the asset group, an impairment loss is recognized by the amount the carrying value exceeds its fair value, if any. The impairment loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group shall not reduce the carrying amount of that asset below its fair value. Fair value is determined primarily using one or more of the income, market, or cost and market approaches.

With respect to individual long-lived assets,approaches, depending on the nature of the asset group. Determination of fair value is considered a critical accounting estimate. In fiscal 2023, we did not identify any triggering events or changes in circumstances indicating that the carrying value of a material asset group may merit a change in the estimated useful lives or salvage values of the assets, which are accounted for prospectively in the period of change. For such assets, the useful life is shortened based on our current plans to dispose of or abandon the asset before the end of its original useful life and depreciation is accelerated beginning when that determination is made.

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Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.


be impaired.

Environmental Costs

We operate in industries that inherently possess environmental risks. To manage these risks, we employ both our own environmental staff and outside consultants. Environmental staffmanagement and finance personnel meet regularly to discuss environmental risks. We estimate future costs for known environmental remediation requirements and accrue for them on an undiscounted basis when it is probable that we have incurred a liability and the related costs can be reasonably estimated but the timing of incurring the estimated costs is unknown. The regulatory and government management of these projects is complex, which is one of the primary factors that make it difficult to assess the cost of potential and future remediation. When only a wide range of estimated amounts can be reasonably established and no other amount within the range is better than any other, the low end of the range is recorded in the financial statements. If further developments or resolution of an environmental matter result in facts and circumstances that are significantly different than the assumptions used to develop these liabilities, the accrual for environmental remediation could be materially understated or overstated. Adjustments to these liabilities are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or when expenditures for which accruals are established are made. The factors we consider in the recognition and measurement of environmental liabilities include:

Current regulations, both at the time the liability is established and during the course of the investigation or remediation process, which specify standards for acceptable remediation;
Information about the site which becomes available as the site is studied and remediated;
The professional judgment of senior level internal staff and outside consultants, who take into account similar, recent instances of environmental remediation issues, and studies of our sites, among other considerations;
Available technologies that can be used for remediation; and
The number and financial condition of other potentially responsible parties and the extent of their responsibility for the costs of study and remediation.

Our accrued environmental liabilities as of August 31, 20172023 included $1$5 million related to third party investigation costs for the Portland Harbor Superfund site. Because the final remedial actions have not yet been designed and there has not been a final determination of the total cost of the investigations, the remediation that will be required, the amount of natural resource damages or howof the allocation among the potentially responsible parties of costs of the ongoing investigations, and any remedy and natural resource damages will be allocated among the PRPs,or remedial action costs, we believe it is not possible to reasonably estimate the amount or range of costs which we are likely or which it is reasonably possible that we may incur in connection with the Site,Portland Harbor, although such costs could be material to our financial position, results of operations, cash flows, and liquidity. Therefore, no additional amounts have been accrued. Further, we have been notified that we are or may be a potentially responsible party at sites other than Portland Harbor which are currently or formerly owned or operated by us or at other sites where we may have responsibility for such costs due to past disposal or other activities. See Contingencies“ContingenciesEnvironmentalEnvironmental” in Note 910 - Commitments and Contingencies in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report.

Inventories
Our inventories consist of processed and unprocessed scrap metal (ferrous, nonferrous, and nonferrous recovered joint product arising from the manufacturing process), semi-finished steel products (billets), finished steel products (primarily rebar, merchant bar and wire rod), used and salvaged vehicles, and supplies. Inventories are stated at the lower of cost or market. We consider estimated future selling prices when determining the estimated net realizable value for our inventory. As we generally sell our recycled ferrous metal under contracts that provide for shipment within 30 to 60 days after the price is agreed, we utilize the selling prices under committed contracts and sales orders for determining the estimated market price of quantities on hand.
The accounting process we use to record metal quantities relies on significant estimates. With respect to unprocessed metal inventory, we rely on weighed quantities that are reduced by estimated amounts that are moved into production. These estimates utilize estimated recoveries and yields that are based on historical trends. Over time, these estimates are reasonably good indicators of what is ultimately produced; however, actual recoveries and yields can vary depending on product quality, moisture content and source of the unprocessed metal. If ultimate recoveries and yields are significantly different than estimated, the value of our inventory could be materially overstated or understated. To assist in validating the reasonableness of these estimates, we periodically review shrink factors and perform monthly physical inventory estimates. However, due to variations in product density, holding period and production processes utilized to manufacture the product, physical inventories will not necessarily detect all variances. To mitigate this risk, we adjust the ferrous physical inventories when the volume of a commodity is low and a physical inventory count can more accurately estimate the remaining volume.
Revenue Recognition
We recognize revenue when we have a contract or purchase order from a customer with a fixed or determinable price, the title and risk of loss transfer to the buyer and collectibility is reasonably assured. Title for both metal and finished steel products transfers based on contract terms. A significant portion of our ferrous export sales of recycled metal are made with letters of credit, reducing

46

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Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Income Taxes

Valuation Allowances

We assess the realizability of Contents              SCHNITZER STEEL INDUSTRIES, INC.



credit risk. However, domestic recycled ferrous metal sales, nonferrous salesour deferred tax assets on a quarterly basis through an analysis of potential sources of future taxable income, including prior year taxable income available to absorb a carryback of tax losses, reversals of existing taxable temporary differences, tax planning strategies, and salesforecasts of finished steel are generally made on open account. Nonferrous export sales typically require a deposit prior to shipment. All sales made on open account are evaluated for collectibility prior to revenue recognition. Additionally, when contractual terms support revenue recognition based on transfer of titletaxable income. We consider all negative and risk of loss we recognize revenues on partially loaded shipments, which requires an estimatepositive evidence, including the weight of the product weightevidence, to determine if valuation allowances against deferred tax assets are required. Due to the significant judgment involved, in any partial shipments at period end. Retail revenues are recognized when customers pay for parts. Historically, there have been very few sales returnsrealizability of our deferred tax assets is considered a critical accounting estimate. We continue to maintain valuation allowances against certain state and adjustments that impact the ultimate collection of revenues; therefore, no material provisions have been made when the sale is recognized. We present taxes assessed by governmental authorities collected from customers on a net basis. Therefore, the taxes are excluded from revenue and are shown as a liability on our Consolidated Balance Sheets until remitted. See the discussion on credit risk contained in Item 7A of this report.
Canadian deferred tax assets.

Recently Issued Accounting Standards

For a description of recent accounting pronouncements that may have an impact on our financial condition, results of operations, or cash flows, see Note 3 - Recent Accounting Pronouncements in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report.

Non-GAAP Financial Measures

Debt, net of cash

Debt, net of cash is the difference between (i) the sum of long-term debt and short-term borrowings (i.e., total debt) and (ii) cash and cash equivalents. We believe that presenting debt, net of cash is useful to investors as a useful measure for investors because,of our leverage, as cash and cash equivalents can be used, among other things, to repay indebtedness, netting this against total debt is a useful measure of our leverage.

indebtedness.

The following is a reconciliation of debt, net of cash (in thousands):

 August 31, 2017 August 31, 2016 August 31, 2015
Short-term borrowings$721
 $8,374
 $584
Long-term debt, net of current maturities144,403
 184,144
 227,572
Total debt145,124
 192,518
 228,156
Less: cash and cash equivalents7,287
 26,819
 22,755
Total debt, net of cash$137,837
 $165,699
 $205,401

 

 

August 31, 2023

 

 

August 31, 2022

 

Short-term borrowings

 

$

5,813

 

 

$

6,041

 

Long-term debt, net of current maturities

 

 

243,579

 

 

 

242,521

 

Total debt

 

 

249,392

 

 

 

248,562

 

Less cash and cash equivalents

 

 

6,032

 

 

 

43,803

 

Total debt, net of cash

 

$

243,360

 

 

$

204,759

 

Net borrowings (repayment)(repayments) of debt

Net borrowings (repayment)(repayments) of debt is the sum of borrowings from long-term debt and repayments of long-term debt, proceeds from line of credit, and repayment of line of credit.debt. We present this amount as the net change in our borrowings (repayments) for the period because we believe it is useful for investors as a meaningful presentation of the change in debt.

The following is a reconciliation of net (repayments) borrowings (repayments) of debt (in thousands):

 Fiscal 2017 Fiscal 2016 Fiscal 2015
Borrowings from long-term debt$433,336
 $152,311
 $140,536
Proceeds from line of credit
 135,500
 266,500
Repayment of long-term debt(481,757) (187,951) (231,103)
Repayment of line of credit
 (135,500) (266,500)
Net repayments of debt$(48,421) $(35,640) $(90,567)

47

 

 

Fiscal 2023

 

 

Fiscal 2022

 

 

Fiscal 2021

 

Borrowings from long-term debt

 

$

625,228

 

 

$

1,055,106

 

 

$

546,706

 

Repayments of long-term debt

 

 

(628,020

)

 

 

(889,127

)

 

 

(578,030

)

Net (repayments) borrowings of debt

 

$

(2,792

)

 

$

165,979

 

 

$

(31,324

)

49 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Adjusted consolidated operatingEBITDA, adjusted selling, general, and administrative expense, adjusted income (loss), adjusted AMR operating income (loss), adjusted CSS operating income, adjusted net income (loss) from continuing operations attributable to SSI,Radius shareholders, and adjusted diluted earnings (loss) per share from continuing operations attributable to SSI

Radius shareholders

Management believes that providing these non-GAAP financial measures adds a meaningful presentation of our results from business operations excluding adjustments for goodwill impairment charges, other asset impairment charges net(net of recoveries,recoveries), legacy environmental matters (net of recoveries), restructuring charges and other exit-related activities, recoveriesbusiness development costs not related to ongoing operations including pre-acquisition expenses, charges related to non-ordinary course legal settlements, and the resale or modification of previously contracted shipments, the non-cash write-off of debt issuance costs, and income tax expense (benefit) associated withbenefit allocated to these adjustments, items which are not related to underlying business operational performance, and improves the period-to-period comparability of our results from business operations. Adjusted operating results

Following are reconciliations of net (loss) income to adjusted EBITDA, and adjusted selling, general, and administrative expense (in thousands):

 

 

Year Ended August 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Reconciliation of adjusted EBITDA:

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(25,438

)

 

$

171,996

 

 

$

169,975

 

Loss from discontinued operations, net of tax

 

 

109

 

 

 

83

 

 

 

79

 

Interest expense

 

 

18,589

 

 

 

8,538

 

 

 

5,285

 

Income tax (benefit) expense

 

 

(2,747

)

 

 

44,597

 

 

 

37,935

 

Depreciation and amortization

 

 

89,760

 

 

 

75,053

 

 

 

58,599

 

Goodwill impairment charges

 

 

39,270

 

 

 

 

 

 

 

Other asset impairment charges, net(1)

 

 

11,252

 

 

 

1,570

 

 

 

 

Charges for legacy environmental matters, net(2)

 

 

10,370

 

 

 

7,518

 

 

 

13,773

 

Restructuring charges and other exit-related activities

 

 

2,730

 

 

 

77

 

 

 

1,008

 

Business development costs

 

 

432

 

 

 

2,693

 

 

 

2,155

 

Charges related to legal settlements(3)

 

 

 

 

 

590

 

 

 

400

 

Adjusted EBITDA

 

$

144,327

 

 

$

312,715

 

 

$

289,209

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expense:

 

 

 

 

 

 

 

 

 

As reported

 

$

265,929

 

 

$

263,257

 

 

$

242,463

 

Charges for legacy environmental matters, net(2)

 

 

(10,370

)

 

 

(7,518

)

 

 

(13,773

)

Business development costs

 

 

(432

)

 

 

(2,693

)

 

 

(2,155

)

Adjusted

 

$

255,127

 

 

$

253,046

 

 

$

226,535

 

(1)
For the year ended August 31, 2023, asset impairment charges included $5 million of impairment and other adjustments of an equity investment to fair value reported within “Other loss, net” on the Consolidated Statement of Operations.
(2)
Legal and environmental charges, net of recoveries, for legacy environmental matters including those related to Portland Harbor and to other legacy environmental loss contingencies. See Note 10 - Commitments and Contingencies, “Portland Harbor” and “Other Legacy Environmental Loss Contingencies” in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report.
(3)
Charges related to legal settlements in fiscal 2015 excluded the impact from the resale or modification of the terms, each at significantly lower prices due2022 and 2021 relate to sharp decline in selling prices, of certain previously contracted bulk shipmentsa claim by a utility provider for delivery during fiscal 2015. Recoveries resulting from settlements with the original contract parties, which began in fiscal 2016, are reported within SG&A expense in the Consolidated Statements of Operations and are also excluded from the measures.
The following is a reconciliation of adjusted consolidated operating income (loss), adjusted AMR operating income (loss), and adjusted CSS operating income (in thousands):
past charges.
 Fiscal 2017 Fiscal 2016 Fiscal 2015
Consolidated operating income (loss):     
As reported$56,013
 $(7,842) $(195,529)
Goodwill impairment charges
 8,845
 141,021
Other asset impairment charges (recoveries), net(717) 20,682
 45,119
Restructuring charges and other exit-related activities(109) 6,781
 13,008
Resale or modification of previously contracted shipments, net of recoveries(1,144) (694) 6,928
Adjusted$54,043
 $27,772
 $10,547
      
AMR operating income (loss):     
As reported$91,405
 $23,168
 $(166,119)
Goodwill impairment charges
 8,845
 141,021
Other asset impairment charges (recoveries), net(184) 16,411
 44,374
Resale or modification of previously contracted shipments, net of recoveries(1,144) (694) 6,928
Adjusted$90,077
 $47,730
 $26,204
      
CSS operating income (loss):     
As reported$5,275
 $4,696
 $20,535
Other asset impairment charges (recoveries), net(533) 4,192
 
Adjusted$4,742
 $8,888
 $20,535

48

50 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Following are reconciliations of Contents              SCHNITZER STEEL INDUSTRIES, INC.



The following is a reconciliation of adjusted net income (loss) from continuing operations attributable to SSIRadius shareholders and adjusted diluted earnings (loss) per share from continuing operations attributable to SSIRadius shareholders (in thousands, except per share data):

 

 

Year Ended August 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Income (loss) from continuing operations attributable to Radius shareholders:

 

 

 

 

 

 

 

 

 

As reported

 

$

(25,682

)

 

$

168,883

 

 

$

165,191

 

Goodwill impairment charges

 

 

39,270

 

 

 

 

 

 

 

Other asset impairment charges, net(1)

 

 

11,252

 

 

 

1,570

 

 

 

 

Charges for legacy environmental matters, net(2)

 

 

10,370

 

 

 

7,518

 

 

 

13,773

 

Restructuring charges and other exit-related activities

 

 

2,730

 

 

 

77

 

 

 

1,008

 

Business development costs

 

 

432

 

 

 

2,693

 

 

 

2,155

 

Charges related to legal settlements(3)

 

 

 

 

 

590

 

 

 

400

 

Income tax benefit allocated to adjustments(4)

 

 

(14,080

)

 

 

(1,992

)

 

 

(3,712

)

Adjusted

 

$

24,292

 

 

$

179,339

 

 

$

178,815

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings (loss) per share from continuing operations attributable to Radius shareholders:

 

 

 

 

 

 

 

 

 

As reported

 

$

(0.92

)

 

$

5.72

 

 

$

5.66

 

Goodwill impairment charges, per share

 

 

1.40

 

 

 

 

 

 

 

Other asset impairment charges, net, per share(1)

 

 

0.40

 

 

 

0.05

 

 

 

 

Charges for legacy environmental matters, net, per share(2)

 

 

0.37

 

 

 

0.25

 

 

 

0.47

 

Restructuring charges and other exit-related activities, per share

 

 

0.10

 

 

 

 

 

 

0.03

 

Business development costs, per share

 

 

0.02

 

 

 

0.09

 

 

 

0.07

 

Charges related to legal settlements, per share(3)

 

 

 

 

 

0.02

 

 

 

0.01

 

Income tax benefit allocated to adjustments, per share(4)

 

 

(0.50

)

 

 

(0.07

)

 

 

(0.13

)

Effect of dilutive shares, per share(5)

 

 

(0.02

)

 

 

 

 

 

 

Adjusted(6)

 

$

0.85

 

 

$

6.07

 

 

$

6.13

 

(1)
For the year ended August 31, 2023, asset impairment charges included $5 million ($0.19 per share before income tax) of impairment and other adjustments of an equity investment to fair value reported within “Other loss, net” on the Consolidated Statement of Operations.
(2)
 Fiscal 2017 Fiscal 2016 Fiscal 2015
Net income (loss) from continuing operations attributable to SSI:     
As reported$44,901
 $(18,061) $(189,782)
Goodwill impairment charges
 8,845
 141,021
Other asset impairment charges (recoveries), net(717) 20,682
 45,119
Restructuring charges and other exit-related activities(109) 6,781
 13,008
Resale or modification of previously contracted shipments, net of recoveries(1,144) (694) 6,928
Non-cash write-off of debt issuance costs
 768
 
Income tax expense (benefit) allocated to adjustments(1)

 529
 (12,703)
Adjusted$42,931
 $18,850
 $3,591
      
Diluted earnings (loss) per share from continuing operations attributable to SSI:    
As reported$1.60
 $(0.66) $(7.03)
Goodwill impairment charges, per share
 0.32
 5.22
Other asset impairment charges (recoveries), net, per share(0.03) 0.76
 1.67
Restructuring charges and other exit-related activities, per share
 0.25
 0.48
Resale or modification of certain previously contracted shipments, net of recoveries, per share(0.04) (0.03) 0.26
Non-cash write-off of debt issuance costs, per share
 0.03
 
Income tax expense (benefit) allocated to adjustments, per share(1)

 0.02
 (0.47)
Adjusted$1.53
 $0.69
 $0.13
Legal and environmental charges, net of recoveries, for legacy environmental matters including those related to the Portland Harbor Superfund site and to other legacy environmental loss contingencies. See Note 10 - Commitments and Contingencies, “Portland Harbor” and “Other Legacy Environmental Loss Contingencies” in the Notes to the Consolidated Financial Statements in Part II, Item 8 of this report.
 ___________________________
(1)Income tax allocated to the aggregate adjustments reconciling reported and adjusted net income (loss) from continuing operations attributable to SSI and diluted earnings (loss) per share from continuing operations attributable to SSI is determined based on a tax provision calculated with and without the adjustments.
We believe(3)
Charges related to legal settlements in fiscal 2022 and 2021 relate to a claim by a utility provider for past charges.
(4)
Income tax allocated to the aggregate adjustments reconciling reported and adjusted income (loss) from continuing operations attributable to Radius shareholders and diluted earnings (loss) per share from continuing operations attributable to Radius shareholders is determined based on a tax provision calculated with and without the adjustments.
(5)
For the year ended August 31, 2023, adjusted diluted earnings (loss) per share from continuing operations attributable to Radius shareholders reflects the inclusion of an incremental 652 thousand common stock equivalent shares attributable to dilutive share-based compensation awards that these non-GAAP financial measures allow for a better understanding of our operating and financial performance. These non-GAAP financial measures should be considered in addition to, but not as a substitutewere antidilutive for the most directlypurpose of calculating the comparable U.S. GAAP measures. Although we find these non-GAAP financial measures useful in evaluating the performance of our business, our reliance on these measures is limited because the adjustments often have a material impact on our consolidated financial statements presented in accordance with GAAP. Therefore, we typically use these adjusted amounts in conjunction with our GAAP resultsloss per share measure.
(6)
May not foot due to address these limitations.rounding.

49

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risk

We are exposed to commodity price risk, mainly associated with variations in the market price for ferrous and nonferrous metals, including scraprecycled metal, finished steel products, autobodiesauto bodies, and other commodities. The timing and magnitude of industry cycles are difficult to predict and are impacted by general economic conditions. We respond to increases and decreases in forward selling prices by adjusting purchase prices. We actively manage our exposure to commodity price risk and monitor the actual and expected spread between forward selling prices and purchase costs and processing and shipping expense. Sales contracts are based on prices negotiated with our customers, and generally orders are placed 30 to 60 days ahead of the shipment date. However, financial results may be negatively impacted when forward selling prices fall more quickly than we can adjust purchase prices or when customers fail to meet their contractual obligations. We assess the net realizable value of inventory (“NRV”) each quarter based upon contracted sales orders and estimated future selling prices. Based on contracted sales and estimates of future selling prices,prices. For our uncommitted inventories, a 10% decrease in the selling price of inventory would not have had a material NRV impact on any of our reportable segments as of August 31, 20172023 and 2016.

2022.

Interest Rate Risk

We are exposed to market risk associated with changes in interest rates related to our debt obligations. Our revolving credit facility is subject to variable interest rates and therefore have exposure to changes in interest rates. We may at times use derivative instruments to manage some portion of this risk. Our interest rate swap derivatives are agreements with independent counterparties that provide for payments based on a notional amount and are designed to hedge the variability in cash flows resulting from variable interest rates for a portion of our credit facilities. If market interest rates had changed 10% from actual interest rate levels in fiscal 20172023 or 2016,2022, the effect on our interest expense and net income would not have been material.

Credit Risk

Credit risk relates to the risk of loss that might occur as a result of non-performance by counterparties of their contractual obligations to take delivery of scraprecycled metal and finished steel products and to make financial settlements of these obligations, or to provide sufficient quantities of scraprecycled metal or payment to settle advances, loans and other contractual receivables in connection with demolition and scrap extraction projects. We manage our exposure to credit risk through a variety of methods, including shipping recycled ferrous scrap metal exports under letters of credit, collection of deposits prior to shipment for certain nonferrous export customers, establishment of credit limits for certain sales on open terms, credit insurance and designation of collateral and financial guarantees securing advances, loans, and other contractual receivables.

We ship nearlyhave experienced fluctuations in the availability of credit insurance that we have historically used to cover a portion of our recycled metal and finished steel sales to domestic customers, which in cases of reduced availability may increase our exposure to customer credit risk. In addition, in higher or rising commodity price environments, we have experienced proportionately lower credit insurance coverage of applicable customer credit limits, which may increase our exposure to customer credit risk.

Historically, we have shipped almost all of our large shipments of recycled ferrous bulk salesmetal to foreign customers under contracts supported by letters of credit issued or confirmed by banks it deemsdeemed creditworthy. The letters of credit ensure payment by the customer. As we generally sell export recycled ferrous metal under contracts or orders that generally provide for shipment within 30 to 60 days after the price is agreed, our customers typically do not have difficulty obtaining letters of credit from their banks in periods of rising ferrous prices, as the value of the letters of credit are collateralized by the value of the inventory on the ship. However, in periods of significantly declining prices, or due to country-specific currency limitations, our customers may not be able to obtain letters of credit for the full sales value of the inventory to be shipped.

As of August 31, 20172023 and 2016, 33%2022, 38% and 34%24%, respectively, of our trade accounts receivable balance were covered by letters of credit. Ofcredit, and the remaining balance, 88% and 94% was less than 60 daysamount of past due as of August 31, 2017 and 2016, respectively.

receivables was not material.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange rate risk, mainly associated with sales transactions and related accounts receivable denominated in the U.S. Dollar by our Canadian subsidiary with a functional currency of the Canadian Dollar. In certain instances, we may use derivatives to manage some portion of this risk. As of August 31, 2017,2023 and 2022, we did not have any derivative contracts.




50contracts to manage our foreign currency exchange rate risk.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Management’s Annual Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s Board of Directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes policies and procedures that relate to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the Company’s consolidated financial statements in accordance with generally accepted accounting principles and that the receipts and expenditures of the Company are being made only in accordance with authorization of the Company’s management and directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures may deteriorate.

Management of the Company assessed the effectiveness of the Company’s internal control over financial reporting using the criteria established inInternal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)(“COSO”). Based on its assessment, management determined that the Company’s internal control over financial reporting was effective as of August 31, 2017.

2023. As permitted by SEC guidance for newly acquired businesses, management's assessment of the Company's internal control over financial reporting did not include an assessment of internal control over financial reporting of the ScrapSource business acquired by the Company on November 18, 2022. The ScrapSource business represented less than 2% of consolidated total assets and less than 1% of consolidated total revenues as of and for the year ended August 31, 2023.

PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements included in this Annual Report, also audited the effectiveness of the Company’s internal control over financial reporting as of August 31, 2017,2023, as stated in their report included herein.


Tamara L. Lundgren

Richard D. Peach

Stefano R. Gaggini

Chairman, President and Chief Executive Officer

Senior Vice President and Chief Financial Officer and Chief of Corporate Operations

October 24, 201725, 2023

October 24, 201725, 2023



51

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Report of Independent Registered Public Accounting Firm


To the Board of Directors and Shareholders of Schnitzer Steel Industries, Inc.:


In our opinion, dba Radius Recycling

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets and the related consolidatedstatements of operations, comprehensive income (loss), equity and cash flows present fairly, in all material respects, the financial position of Schnitzer Steel Industries, Inc. dba Radius Recycling and its subsidiaries (the “Company”) as ofAugust 31, 20172023 and 2016,2022, and the resultsrelated consolidated statements of their operations, of comprehensive (loss) income, of equity and theirof cash flows for each of the three years in the period endedAugust31, 20172023, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of August 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of August 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended August 31, 2023 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the indexappearing under Item 15(a)(2)presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidatedfinancial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 31, 2017,2023, based on criteria established in Internal Control - Integrated Framework(2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, and financial statement schedule, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on thesethe Company’s consolidated financial statements on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.


As described in Management’s Annual Report on Internal Control Over Financial Reporting, management has excluded the ScrapSource business from its assessment of internal control over financial reporting as of August 31, 2023 because it was acquired by the Company in a purchase business combination during fiscal 2023. We have also excluded the ScrapSource business from our audit of internal control over financial reporting. The ScrapSource business is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 2% and 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended August 31, 2023.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

54 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment – One of the Metals Recycling Reporting Units

As described in Notes 2 and 8 to the consolidated financial statements, management evaluates goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Management may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test. The quantitative impairment test entails estimating the fair value of each reporting unit with allocated goodwill and comparing it to the reporting unit’s carrying amount. Management records the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, if any, not to exceed the total amount of goodwill allocated to that reporting unit. Management estimated the fair value of the reporting units subject to the quantitative impairment test as of July 1, 2023 using an income approach based on the present value of expected future cash flows, including terminal value, utilizing a market-based weighted average cost of capital (WACC) determined separately for each reporting unit. The determination of fair value under this income approach involves the use of estimates and assumptions, including revenue growth rates driven by future ferrous and nonferrous commodity price and sales volume expectations, gross margins, selling, general, and administrative expense relative to total revenues, capital expenditures, working capital requirements, discount rate (WACC), tax rate, terminal growth rate, benefits associated with a taxable transaction, and synergistic benefits available to market participants. For one of the metals recycling reporting units subject to the quantitative impairment test, the estimated fair value of the reporting unit was less than its carrying amount, resulting in a partial impairment of goodwill of $39 million in the year ended August 31, 2023. The Company’s goodwill balance was $229 million as of August 31, 2023, which includes goodwill related to one of the metals recycling reporting units subject to a quantitative impairment test as of July 1, 2023.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of one of the metals recycling reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the future ferrous commodity price expectations and the WACC; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the reporting units subject to the quantitative impairment test. These procedures also included, among others, (i) testing management’s process for developing the fair value estimate of one of the metals recycling reporting units; (ii) evaluating the appropriateness of the income approach used by management; (iii) testing the completeness and accuracy of underlying data used in the income approach; and (iv) evaluating the significant assumptions used by management related to the future ferrous commodity price expectations and the WACC. Evaluating management’s assumption related to the future ferrous commodity price expectations involved evaluating whether the assumption used by management was reasonable considering (i) the current and past performance of one of the metals recycling reporting units; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the income approach and (ii) the reasonableness of the WACC assumption.

55 /s/ PricewaterhouseCoopers LLP


PricewaterhouseCoopers LLP
Portland, Oregon    
October 24, 2017






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Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

Volume of Contents


Ferrous Metal Inventory

As described in Notes 2 and 4 to the consolidated financial statements, the Company’s processed and unprocessed scrap metal inventory was $144 million as of August 31, 2023, of which processed and unprocessed ferrous metal inventory represents a significant portion. The accounting process the Company uses to record ferrous scrap metal quantities relies on significant estimates. With respect to estimating the quantities of unprocessed ferrous scrap metal inventory that are moved into production, management relies on weighed quantities of the processed ferrous material, adjusted for estimated metal recoveries and yields that are based on historical trends and other judgments by management. Actual recoveries and yields can vary depending on product quality, moisture content, and the source of the unprocessed metal. The Company’s estimates are intended to reasonably reflect the quantities of unprocessed ferrous scrap metal that are used in the production of processed ferrous metal. To assist in validating the reasonableness of these estimates, management periodically reviews shrink factors and performs monthly physical inventories. Due to the inherent nature of the Company’s scrap metal inventories, including variations in product density, holding period, and production processes utilized to manufacture the products, physical inventories will not necessarily detect all variances for scrap metal inventory such that estimates of quantities are required. To mitigate this risk, the Company further adjusts its ferrous physical inventories when the volume of a commodity is low and a physical inventory count is deemed to more accurately estimate the remaining volume.

The principal considerations for our determination that performing procedures relating to the volume of ferrous metal inventory is a critical audit matter are a high degree of auditor effort in performing procedures and evaluating audit evidence related to the ferrous metal inventory volumes.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the ferrous metal inventory volumes, including the ferrous metal recoveries and yields. These procedures also included, among others, (i) testing inventory quantities received; (ii) assessing the reasonableness of management’s estimated yields by comparing them to actual yields of ultimate ferrous metal recoveries; (iii) testing ferrous metal inventory shipments; (iv) observing certain of management’s physical inventory counts; (v) assessing rollforward activity between the time of the inventory counts observed and year-end; and (vi) considering whether evidence obtained in other areas of the audit is consistent with management’s estimates related to ferrous metal inventory volumes.

/s/ PricewaterhouseCoopers LLP

Portland, Oregon

October 25, 2023

We have served as the Company’s auditor since 1976, which includes periods before the Company became subject to SEC reporting requirements.

56 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

dba RADIUS RECYCLING

CONSOLIDATED BALANCE SHEETS

(in thousands)

 August 31,
 2017 2016
Assets   
Current assets:   
Cash and cash equivalents$7,287
 $26,819
Accounts receivable, net138,998
 113,952
Inventories166,942
 132,972
Refundable income taxes2,366
 1,254
Prepaid expenses and other current assets22,357
 24,809
Total current assets337,950
 299,806
Property, plant and equipment, net390,629
 392,820
Investments in joint ventures11,204
 13,616
Goodwill167,835
 166,847
Intangibles, net4,424
 4,931
Other assets21,713
 13,409
Total assets$933,755
 $891,429
Liabilities and Equity   
Current liabilities:   
Short-term borrowings$721
 $8,374
Accounts payable94,674
 58,439
Accrued payroll and related liabilities41,593
 29,116
Environmental liabilities2,007
 1,967
Accrued income taxes9
 
Other accrued liabilities37,256
 35,758
Total current liabilities176,260
 133,654
Deferred income taxes19,147
 16,682
Long-term debt, net of current maturities144,403
 184,144
Environmental liabilities, net of current portion46,391
 44,383
Other long-term liabilities10,061
 11,134
Total liabilities396,262
 389,997
Commitments and contingencies (Note 9)
 
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:   
Preferred stock – 20,000 shares $1.00 par value authorized, none issued
 
Class A common stock – 75,000 shares $1.00 par value authorized,   
26,859 and 26,482 shares issued and outstanding26,859
 26,482
Class B common stock – 25,000 shares $1.00 par value authorized,   
200 and 306 shares issued and outstanding200
 306
Additional paid-in capital38,050
 30,948
Retained earnings503,770
 480,100
Accumulated other comprehensive loss(35,293) (40,115)
Total SSI shareholders’ equity533,586
 497,721
Noncontrolling interests3,907
 3,711
Total equity537,493
 501,432
Total liabilities and equity$933,755
 $891,429

In thousands, except per share amounts)

(Currency – U.S. Dollar)

 

 

August 31,

 

 

 

2023

 

 

2022

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,032

 

 

$

43,803

 

Accounts receivable, net

 

 

210,442

 

 

 

237,654

 

Inventories

 

 

278,642

 

 

 

315,189

 

Refundable income taxes

 

 

3,245

 

 

 

1,696

 

Prepaid expenses and other current assets

 

 

51,979

 

 

 

73,044

 

Total current assets

 

 

550,340

 

 

 

671,386

 

Property, plant and equipment, net

 

 

706,805

 

 

 

664,120

 

Operating lease right-of-use assets

 

 

115,686

 

 

 

122,413

 

Investments in joint ventures

 

 

10,750

 

 

 

12,841

 

Goodwill

 

 

229,419

 

 

 

255,198

 

Intangibles, net

 

 

32,540

 

 

 

26,155

 

Deferred income taxes

 

 

22,713

 

 

 

24,598

 

Other assets

 

 

47,696

 

 

 

49,886

 

Total assets

 

$

1,715,949

 

 

$

1,826,597

 

Liabilities and Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Short-term borrowings

 

$

5,813

 

 

$

6,041

 

Accounts payable

 

 

209,423

 

 

 

217,689

 

Accrued payroll and related liabilities

 

 

35,144

 

 

 

59,702

 

Environmental liabilities

 

 

13,743

 

 

 

13,031

 

Operating lease liabilities

 

 

19,835

 

 

 

21,660

 

Accrued income taxes

 

 

358

 

 

 

3,856

 

Other accrued liabilities

 

 

39,614

 

 

 

59,594

 

Total current liabilities

 

 

323,930

 

 

 

381,573

 

Deferred income taxes

 

 

58,617

 

 

 

63,328

 

Long-term debt, net of current maturities

 

 

243,579

 

 

 

242,521

 

Environmental liabilities, net of current portion

 

 

53,034

 

 

 

55,469

 

Operating lease liabilities, net of current maturities

 

 

96,086

 

 

 

101,651

 

Other long-term liabilities

 

 

29,044

 

 

 

23,581

 

Total liabilities

 

 

804,290

 

 

 

868,123

 

Commitments and contingencies (Note 10)

 

 

 

 

 

 

Radius Recycling (“Radius”) shareholders’ equity:

 

 

 

 

 

 

Preferred stock – 20,000 shares $1.00 par value authorized, none issued

 

 

 

 

 

 

Class A common stock – 75,000 shares $1.00 par value authorized,
   
27,312 and 26,747 shares issued and outstanding

 

 

27,312

 

 

 

26,747

 

Class B common stock – 25,000 shares $1.00 par value authorized,
   
200 and 200 shares issued and outstanding

 

 

200

 

 

 

200

 

Additional paid-in capital

 

 

26,035

 

 

 

22,975

 

Retained earnings

 

 

894,316

 

 

 

941,146

 

Accumulated other comprehensive loss

 

 

(39,683

)

 

 

(37,089

)

Total Radius shareholders’ equity

 

 

908,180

 

 

 

953,979

 

Noncontrolling interests

 

 

3,479

 

 

 

4,495

 

Total equity

 

 

911,659

 

 

 

958,474

 

Total liabilities and equity

 

$

1,715,949

 

 

$

1,826,597

 

See Notes to the Consolidated Financial Statements.


53

57 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


Fiscal 2023



Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

dba RADIUS RECYCLING

CONSOLIDATED STATEMENTS OF OPERATIONS

(inIn thousands, except per share amounts)

 Year Ended August 31,
 2017 2016 2015
Revenues$1,687,591
 $1,352,543
 $1,915,399
Operating expense:     
Cost of goods sold1,464,508
 1,175,988
 1,742,678
Selling, general and administrative171,570
 148,908
 170,592
(Income) from joint ventures(3,674) (819) (1,490)
Goodwill impairment charges
 8,845
 141,021
Other asset impairment charges (recoveries), net(717) 20,682
 45,119
Restructuring charges and other exit-related activities(109) 6,781
 13,008
Operating income (loss)56,013
 (7,842) (195,529)
Interest expense(8,081) (8,889) (9,191)
Other income, net758
 1,226
 4,256
Income (loss) from continuing operations before income taxes48,690
 (15,505) (200,464)
Income tax (expense) benefit(1,322) (735) 12,615
Income (loss) from continuing operations47,368
 (16,240) (187,849)
Loss from discontinued operations, net of tax(390) (1,348) (7,227)
Net income (loss)46,978
 (17,588) (195,076)
Net income attributable to noncontrolling interests(2,467) (1,821) (1,933)
Net income (loss) attributable to SSI$44,511
 $(19,409) $(197,009)
      
Net income (loss) per share attributable to SSI:     
Basic:     
Income (loss) per share from continuing operations attributable to SSI$1.63
 $(0.66) $(7.03)
Loss per share from discontinued operations attributable to SSI(0.01) (0.05) (0.27)
Net income (loss) per share attributable to SSI(1)
$1.62
 $(0.71) $(7.29)
Diluted:     
Income (loss) per share from continuing operations attributable to SSI$1.60
 $(0.66) $(7.03)
Loss per share from discontinued operations attributable to SSI(0.01) (0.05) (0.27)
Net income (loss) per share attributable to SSI(1)
$1.58
 $(0.71) $(7.29)
Weighted average number of common shares:     
Basic27,537
 27,229
 27,010
Diluted28,141
 27,229
 27,010
Dividends declared per common share$0.750
 $0.750
 $0.750
 ____________________________
(1)May not foot due to rounding.

(Currency – U.S. Dollar)

 

 

Year Ended August 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Revenues

 

$

2,882,224

 

 

$

3,485,815

 

 

$

2,758,551

 

Operating expense:

 

 

 

 

 

 

 

 

 

Cost of goods sold

 

 

2,574,513

 

 

 

2,997,745

 

 

 

2,305,357

 

Selling, general and administrative

 

 

265,929

 

 

 

263,257

 

 

 

242,463

 

(Income) from joint ventures

 

 

(2,090

)

 

 

(2,740

)

 

 

(4,006

)

Goodwill impairment charges

 

 

39,270

 

 

 

 

 

 

 

Other asset impairment charges, net

 

 

5,797

 

 

 

1,570

 

 

 

 

Restructuring charges and other exit-related activities

 

 

2,730

 

 

 

77

 

 

 

1,008

 

Operating (loss) income

 

 

(3,925

)

 

 

225,906

 

 

 

213,729

 

Interest expense

 

 

(18,589

)

 

 

(8,538

)

 

 

(5,285

)

Other loss, net

 

 

(5,562

)

 

 

(692

)

 

 

(455

)

(Loss) income from continuing operations before income taxes

 

 

(28,076

)

 

 

216,676

 

 

 

207,989

 

Income tax benefit (expense)

 

 

2,747

 

 

 

(44,597

)

 

 

(37,935

)

(Loss) income from continuing operations

 

 

(25,329

)

 

 

172,079

 

 

 

170,054

 

Loss from discontinued operations, net of tax

 

 

(109

)

 

 

(83

)

 

 

(79

)

Net (loss) income

 

 

(25,438

)

 

 

171,996

 

 

 

169,975

 

Net income attributable to noncontrolling interests

 

 

(353

)

 

 

(3,196

)

 

 

(4,863

)

Net (loss) income attributable to Radius shareholders

 

$

(25,791

)

 

$

168,800

 

 

$

165,112

 

 

 

 

 

 

 

 

 

 

Net (loss) income per share attributable to Radius shareholders:

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

(Loss) income per share from continuing operations

 

$

(0.92

)

 

$

6.01

 

 

$

5.90

 

Net (loss) income per share

 

$

(0.92

)

 

$

6.01

 

 

$

5.90

 

Diluted:

 

 

 

 

 

 

 

 

 

(Loss) income per share from continuing operations

 

$

(0.92

)

 

$

5.72

 

 

$

5.66

 

Net (loss) income per share

 

$

(0.92

)

 

$

5.72

 

 

$

5.66

 

Weighted average number of common shares:

 

 

 

 

 

 

 

 

 

Basic

 

 

28,008

 

 

 

28,084

 

 

 

27,982

 

Diluted

 

 

28,008

 

 

 

29,529

 

 

 

29,193

 

See Notes to the Consolidated Financial Statements.



54

58 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


Fiscal 2023



Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

dba RADIUS RECYCLING

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (LOSS)

(inIn thousands)


 Year Ended August 31,
 2017 2016 2015
Net income (loss)$46,978
 $(17,588) $(195,076)
Other comprehensive income (loss), net of tax:     
Foreign currency translation adjustments2,711
 (530) (23,346)
Cash flow hedges, net
 240
 (298)
Pension obligations, net2,111
 (1,303) (2,237)
Total other comprehensive income (loss), net of tax4,822
 (1,593) (25,881)
Comprehensive income (loss)51,800
 (19,181) (220,957)
Less comprehensive income attributable to noncontrolling interests(2,467) (1,821) (1,933)
Comprehensive income (loss) attributable to SSI$49,333
 $(21,002) $(222,890)

(Currency – U.S. Dollar)

 

 

Year Ended August 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Net (loss) income

 

$

(25,438

)

 

$

171,996

 

 

$

169,975

 

Other comprehensive (loss) income, net of tax:

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

(2,661

)

 

 

(3,070

)

 

 

2,575

 

Cash flow hedges, net

 

 

(304

)

 

 

 

 

 

 

Pension obligations, net

 

 

371

 

 

 

535

 

 

 

(258

)

Total other comprehensive (loss) income, net of tax

 

 

(2,594

)

 

 

(2,535

)

 

 

2,317

 

Comprehensive (loss) income

 

 

(28,032

)

 

 

169,461

 

 

 

172,292

 

Less comprehensive income attributable to noncontrolling interests

 

 

(353

)

 

 

(3,196

)

 

 

(4,863

)

Comprehensive (loss) income attributable to Radius shareholders

 

$

(28,385

)

 

$

166,265

 

 

$

167,429

 

See Notes to the Consolidated Financial Statements.





55

59 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


Fiscal 2023



Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

dba RADIUS RECYCLING

CONSOLIDATED STATEMENTS OF EQUITY

(in thousands)

 Common Stock 
Additional
Paid-in
Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Loss
 
Total SSI
Shareholders’
Equity
 
Noncontrolling
Interests
 
Total
Equity
Class A Class B 
Shares Amount Shares Amount 
Balance as of August 31, 201426,384
 $26,384
 306
 $306
 $19,164
 $737,571
 $(12,641) $770,784
 $5,193
 $775,977
Net income (loss)
 
 
 
 
 (197,009) 
 (197,009) 1,933
 (195,076)
Other comprehensive loss, net of tax
 
 
 
 
 
 (25,881) (25,881) 
 (25,881)
Distributions to noncontrolling interests
 
 
 
 
 
 
 
 (3,110) (3,110)
Share repurchases(68) (68) 
 
 (1,279) 
 
 (1,347) 
 (1,347)
Restricted stock withheld for taxes(92) (92) 
 
 (1,905) 
 
 (1,997) 
 (1,997)
Issuance of restricted stock250
 250
 
 
 (250) 
 
 
 
 
Share-based compensation expense
 
 
 
 10,481
 
 
 10,481
 
 10,481
Cash dividends
 
 
 
 
 (20,496) 
 (20,496) 
 (20,496)
Balance as of August 31, 201526,474
 26,474
 306
 306
 26,211
 520,066
 (38,522) 534,535
 4,016
 538,551
Net income (loss)
 
 
 
 
 (19,409) 
 (19,409) 1,821
 (17,588)
Other comprehensive loss, net of tax
 
 
 
 
 
 (1,593) (1,593) 
 (1,593)
Distributions to noncontrolling interests
 
 
 
 
 
 
 
 (2,126) (2,126)
Share repurchases(203) (203) 
 
 (3,276) 
 
 (3,479) 
 (3,479)
Restricted stock withheld for taxes(132) (132) 
 
 (2,081) 
 
 (2,213) 
 (2,213)
Issuance of restricted stock343
 343
 
 
 (343) 
 
 
 
 
Share-based compensation expense
 
 
 
 10,437
 
 
 10,437
 
 10,437
Cash dividends
 
 
 
 
 (20,557) 
 (20,557) 
 (20,557)
Balance as of August 31, 201626,482
 26,482
 306
 306
 30,948
 480,100
 (40,115) 497,721
 3,711
 501,432
Net income
 
 
 
 
 44,511
 
 44,511
 2,467
 46,978
Other comprehensive income, net of tax
 
 
 
 
 
 4,822
 4,822
 
 4,822
Distributions to noncontrolling interests
 
 
 
 
 
 
 
 (2,271) (2,271)
Conversion of common stock106
 106
 (106) (106) 
 
 
 
 
 
Restricted stock withheld for taxes(148) (148) 
 
 (3,326) 
 
 (3,474) 
 (3,474)
Issuance of restricted stock419
 419
 
 
 (419) 
 
 
 
 
Share-based compensation expense
 
 
 
 10,847
 
 
 10,847
 
 10,847
Cash dividends
 
 
 
 
 (20,841) 
 (20,841) 
 (20,841)
Balance as of August 31, 201726,859
 $26,859
 200
 $200
 $38,050
 $503,770
 $(35,293) $533,586
 $3,907
 $537,493


In thousands, except per share amounts)

(Currency – U.S. Dollar)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional

 

 


 

 

 

Accumulated Other

 

 

Total Radius

 

 


 

 

 


 

 

 

 

Class A

 

 

Class B

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

Shareholders’

 

 

Noncontrolling

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Equity

 

 

Interests

 

 

Equity

 

Balance as of August 31, 2020

 

 

26,899

 

 

$

26,899

 

 

 

200

 

 

$

200

 

 

$

36,616

 

 

$

649,863

 

 

$

(36,871

)

 

$

676,707

 

 

$

3,729

 

 

$

680,436

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

165,112

 

 

 

 

 

 

165,112

 

 

 

4,863

 

 

 

169,975

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,317

 

 

 

2,317

 

 

 

 

 

 

2,317

 

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,577

)

 

 

(4,577

)

Issuance of restricted stock

 

 

657

 

 

 

657

 

 

 

 

 

 

 

 

 

(657

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock withheld for taxes

 

 

(224

)

 

 

(224

)

 

 

 

 

 

 

 

 

(5,414

)

 

 

 

 

 

 

 

 

(5,638

)

 

 

 

 

 

(5,638

)

Share-based compensation cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,529

 

 

 

 

 

 

 

 

 

18,529

 

 

 

 

 

 

18,529

 

Dividends ($0.75 per common share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(21,263

)

 

 

 

 

 

(21,263

)

 

 

 

 

 

(21,263

)

Balance as of August 31, 2021

 

 

27,332

 

 

 

27,332

 

 

 

200

 

 

 

200

 

 

 

49,074

 

 

 

793,712

 

 

 

(34,554

)

 

 

835,764

 

 

 

4,015

 

 

 

839,779

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

168,800

 

 

 

 

 

 

168,800

 

 

 

3,196

 

 

 

171,996

 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,535

)

 

 

(2,535

)

 

 

 

 

 

(2,535

)

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,716

)

 

 

(2,716

)

Share repurchases

 

 

(944

)

 

 

(944

)

 

 

 

 

 

 

 

 

(33,304

)

 

 

 

 

 

 

 

 

(34,248

)

 

 

 

 

 

(34,248

)

Issuance of restricted stock

 

 

568

 

 

 

568

 

 

 

 

 

 

 

 

 

(568

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock withheld for taxes

 

 

(209

)

 

 

(209

)

 

 

 

 

 

 

 

 

(10,848

)

 

 

 

 

 

 

 

 

(11,057

)

 

 

 

 

 

(11,057

)

Share-based compensation cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,621

 

 

 

 

 

 

 

 

 

18,621

 

 

 

 

 

 

18,621

 

Dividends ($0.75 per common share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(21,366

)

 

 

 

 

 

(21,366

)

 

 

 

 

 

(21,366

)

Balance as of August 31, 2022

 

 

26,747

 

 

 

26,747

 

 

 

200

 

 

 

200

 

 

 

22,975

 

 

 

941,146

 

 

 

(37,089

)

 

 

953,979

 

 

 

4,495

 

 

 

958,474

 

Net (loss) income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(25,791

)

 

 

 

 

 

(25,791

)

 

 

353

 

 

 

(25,438

)

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,594

)

 

 

(2,594

)

 

 

 

 

 

(2,594

)

Distributions to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,369

)

 

 

(1,369

)

Issuance of restricted stock

 

 

847

 

 

 

847

 

 

 

 

 

 

 

 

 

(847

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted stock withheld for taxes

 

 

(282

)

 

 

(282

)

 

 

 

 

 

 

 

 

(7,347

)

 

 

 

 

 

 

 

 

(7,629

)

 

 

 

 

 

(7,629

)

Share-based compensation cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

11,254

 

 

 

 

 

 

 

 

 

11,254

 

 

 

 

 

 

11,254

 

Dividends ($0.75 per common share)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(21,039

)

 

 

 

 

 

(21,039

)

 

 

 

 

 

(21,039

)

Balance as of August 31, 2023

 

 

27,312

 

 

$

27,312

 

 

200

 

 

$

200

 

 

$

26,035

 

 

$

894,316

 

 

$

(39,683

)

 

$

908,180

 

 

$

3,479

 

 

$

911,659

 

See Notes to the Consolidated Financial Statements.


56

60 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


Fiscal 2023



Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

dba RADIUS RECYCLING

CONSOLIDATED STATEMENTS OF CASH FLOWS

(inIn thousands)

 Year Ended August 31,
 2017 2016 2015
Cash flows from operating activities:     
Net income (loss)$46,978
 $(17,588) $(195,076)
Adjustments to reconcile net income (loss) to cash provided by operating activities:     
Goodwill impairment charges
 8,845
 141,021
Other asset impairment charges (recoveries), net(717) 20,682
 45,119
Exit-related (gains), asset impairments and accelerated depreciation, net(407) 1,790
 6,502
Depreciation and amortization49,840
 54,630
 67,936
Inventory write-downs
 710
 3,031
Deferred income taxes2,278
 507
 (1,988)
Undistributed equity in earnings of joint ventures(3,674) (819) (1,490)
Share-based compensation expense10,847
 10,437
 10,481
Loss (gain) on the disposal of assets448
 (465) (2,875)
Unrealized foreign exchange (gain) loss, net361
 (109) (1,909)
Bad debt expense (recoveries), net126
 131
 (264)
Write-off of debt issuance costs
 768
 
Excess tax benefit from share-based payment arrangements
 
 (343)
Changes in assets and liabilities, net of acquisitions:     
Accounts receivable(36,195) (10,693) 55,600
Inventories(22,207) 27,504
 69,256
Income taxes(1,086) 5,861
 (5,846)
Prepaid expenses and other current assets(1,704) (1,864) 2,403
Other long-term assets537
 266
 1,064
Accounts payable33,062
 (763) (35,638)
Accrued payroll and related liabilities12,389
 3,633
 (6,330)
Other accrued liabilities5,073
 (4,362) (2,710)
Environmental liabilities1,884
 (451) (702)
Other long-term liabilities(1,101) 30
 (3,384)
Distributed equity in earnings of joint ventures3,638
 560
 770
Net cash provided by operating activities100,370
 99,240
 144,628
Cash flows from investing activities:     
Capital expenditures(44,940) (34,571) (32,297)
Purchase of cost method investment(6,017) 
 
Acquisitions, net of cash acquired
 
 (150)
Joint venture receipts (payments), net405
 (11) (1)
Proceeds from sale of assets5,158
 4,106
 4,270
Net cash used in investing activities(45,394) (30,476) (28,178)
Cash flows from financing activities:     
Borrowings from long-term debt433,336
 152,311
 140,536
Repayment of long-term debt(481,757) (187,951) (231,103)
Proceeds from line of credit
 135,500
 266,500
Repayment of line of credit
 (135,500) (266,500)
Payment of debt issuance costs(112) (1,011) (978)
Repurchase of Class A common stock
 (3,479) (1,347)
Taxes paid related to net share settlement of share-based payment arrangements(3,474) (2,213) (1,997)
Excess tax benefit from share-based payment arrangements
 
 343
Distributions to noncontrolling interests(2,271) (2,126) (3,110)
Contingent consideration paid relating to business acquisitions
 
 (759)
Dividends paid(20,396) (20,444) (20,336)
Net cash used in financing activities(74,674) (64,913) (118,751)
Effect of exchange rate changes on cash166
 213
 (616)
Net increase (decrease) in cash and cash equivalents(19,532) 4,064
 (2,917)
Cash and cash equivalents as of beginning of year26,819
 22,755
 25,672
Cash and cash equivalents as of end of year$7,287
 $26,819
 $22,755

57 / Schnitzer Steel Industries, Inc. Form 10-K 2017



 Year Ended August 31,
 2017 2016 2015
SUPPLEMENTAL DISCLOSURES:     
Cash paid (received) during the year for:     
Interest$7,016
 $6,077
 $7,138
Income taxes paid (refunds received), net$148
 $(5,691) $(1,866)
Schedule of noncash investing and financing transactions:     
Purchases of property, plant and equipment included in current liabilities$11,082
 $8,268
 $6,086

(Currency – U.S. Dollar)

 

 

Year Ended August 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(25,438

)

 

$

171,996

 

 

$

169,975

 

Adjustments to reconcile net (loss) income to cash provided by operating activities:

 

 

 

 

 

 

 

 

 

Goodwill impairment charges

 

 

39,270

 

 

 

 

 

 

 

Other asset impairment charges, net

 

 

11,252

 

 

 

1,570

 

 

 

 

Exit-related asset impairments

 

 

254

 

 

 

 

 

 

 

Depreciation and amortization

 

 

89,760

 

 

 

75,053

 

 

 

58,599

 

Inventory write-downs

 

 

575

 

 

 

3,199

 

 

 

 

Deferred income taxes

 

 

(3,934

)

 

 

25,052

 

 

 

6,884

 

Undistributed equity in earnings of joint ventures

 

 

(2,090

)

 

 

(2,740

)

 

 

(4,006

)

Share-based compensation expense

 

 

11,186

 

 

 

18,517

 

 

 

18,213

 

(Gain) loss on disposal of assets, net

 

 

(324

)

 

 

824

 

 

 

717

 

Unrealized foreign exchange loss, net

 

 

47

 

 

 

78

 

 

 

127

 

Credit loss, net

 

 

311

 

 

 

40

 

 

 

 

Changes in assets and liabilities, net of acquisitions:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

11,637

 

 

 

633

 

 

 

(84,086

)

Inventories

 

 

48,039

 

 

 

(37,232

)

 

 

(88,622

)

Income taxes

 

 

(3,548

)

 

 

2,119

 

 

 

22,789

 

Prepaid expenses and other current assets

 

 

(3,359

)

 

 

(19,117

)

 

 

(15,674

)

Other long-term assets

 

 

(4,594

)

 

 

(994

)

 

 

(5,402

)

Operating lease assets and liabilities

 

 

(696

)

 

 

(2,198

)

 

 

(813

)

Accounts payable

 

 

5,458

 

 

 

20,578

 

 

 

64,956

 

Accrued payroll and related liabilities

 

 

(24,334

)

 

 

(13,866

)

 

 

27,824

 

Other accrued liabilities

 

 

(13,782

)

 

 

4,798

 

 

 

613

 

Environmental liabilities

 

 

(1,641

)

 

 

(14,866

)

 

 

12,895

 

Other long-term liabilities

 

 

3,313

 

 

 

1,132

 

 

 

3,825

 

Distributed equity in earnings of joint ventures

 

 

2,000

 

 

 

3,100

 

 

 

1,250

 

Net cash provided by operating activities

 

 

139,362

 

 

 

237,676

 

 

 

190,064

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(129,516

)

 

 

(150,121

)

 

 

(118,866

)

Acquisitions, net of acquired cash

 

 

(26,902

)

 

 

(179,721

)

 

 

 

Proceeds from insurance and sale of assets

 

 

12,449

 

 

 

18,776

 

 

 

587

 

Purchase of equity investment

 

 

 

 

 

(5,000

)

 

 

 

Deposit on land option

 

 

 

 

 

(80

)

 

 

630

 

Net cash used in investing activities

 

 

(143,969

)

 

 

(316,146

)

 

 

(117,649

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Borrowings from long-term debt

 

 

625,228

 

 

 

1,055,106

 

 

 

546,706

 

Repayments of long-term debt

 

 

(628,020

)

 

 

(889,127

)

 

 

(578,030

)

Payment of debt issuance costs

 

 

(156

)

 

 

(2,093

)

 

 

(23

)

Repurchase of Class A common stock

 

 

 

 

 

(34,248

)

 

 

 

Taxes paid related to net share settlement of share-based payment awards

 

 

(7,629

)

 

 

(11,057

)

 

 

(5,638

)

Distributions to noncontrolling interests

 

 

(1,369

)

 

 

(2,716

)

 

 

(4,577

)

Dividends paid

 

 

(21,186

)

 

 

(21,291

)

 

 

(21,259

)

Net cash (used in) provided by financing activities

 

 

(33,132

)

 

 

94,574

 

 

 

(62,821

)

Effect of exchange rate changes on cash

 

 

(32

)

 

 

(119

)

 

 

337

 

Net (decrease) increase in cash and cash equivalents

 

 

(37,771

)

 

 

15,985

 

 

 

9,931

 

Cash and cash equivalents as of beginning of year

 

 

43,803

 

 

 

27,818

 

 

 

17,887

 

Cash and cash equivalents as of end of year

 

$

6,032

 

 

$

43,803

 

 

$

27,818

 

See Notes to the Consolidated Financial Statements.


58

61 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


Fiscal 2023



Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE dba RADIUS RECYCLING

CONSOLIDATED FINANCIAL STATEMENTS

OF CASH FLOWS (CONTINUED)

(In thousands)

(Currency – U.S. Dollar)

 

 

Year Ended August 31,

 

 

 

2023

 

 

2022

 

 

2021

 

SUPPLEMENTAL DISCLOSURES:

 

 

 

 

 

 

 

 

 

Cash paid during the year for:

 

 

 

 

 

 

 

 

 

Interest

 

$

16,597

 

 

$

4,712

 

 

$

2,669

 

Income taxes, net

 

$

4,702

 

 

$

17,309

 

 

$

8,244

 

Schedule of noncash investing and financing transactions:

 

 

 

 

 

 

 

 

 

Purchases of property, plant and equipment included in liabilities

 

$

17,117

 

 

$

38,136

 

 

$

29,337

 

See Notes to the Consolidated Financial Statements.

62 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Note 1 - Nature of Operations

Founded in 1906, Schnitzer Steel Industries, Inc. (the “Company”),dba Radius Recycling, an Oregon corporation, is one of North America’s largest recyclers of ferrous and nonferrous scrap metal, including end-of-life vehicles, and a manufacturer of finished steel products.

Prior Schnitzer Steel Industries, Inc. dba Radius Recycling and its consolidated subsidiaries, together, are referred to the fourth quarter of fiscal 2017, the Company's internal organizational and reporting structure supported two operating and reportable segments: the Auto and Metals Recycling ("AMR") business and the Steel Manufacturing Business ("SMB"). In the fourth quarter of fiscal 2017, in accordance with its plan announced in June 2017, the Company modified its internal organizational and reporting structure to combine its steel manufacturing operations, which had been reported as the SMB segment, with its Oregon metals recycling operations, which had been reported within the AMR segment, forming a new division named Cascade Steel and Scrap ("CSS"). This resulted in a realignment of how the Chief Executive Officer, who is considered the Company's chief operating decision maker, reviews performance and makes decisions on resource allocation. Company.

The Company began reporting on this new segment structure in the fourth quarter of fiscal 2017 as reflected in this Annual Report on Form 10-K. The segment data for the comparable periods presented has been recast to conform to the current period presentation for all activities of the reorganized segments. Recasting this historical information did not have an impact on the Company's consolidated financial performance for any of the periods presented.

AMR buysacquires and processesrecycles ferrous and nonferrous scrap metal for sale to foreign and domestic steelmetal producers, or their representativesprocessors, and brokers, and it procures salvaged vehicles and sells serviceable used auto parts from these vehicles through a network of self-service auto parts stores. TheseMost of these auto parts stores also supply the Company'sCompany’s shredding facilities with autobodiesauto bodies that are processed into saleable recycled scrap metal. CSS operatesmetal products. In addition to the sale of recycled metal products processed at its facilities, the Company provides a steel mini-mill thatvariety of recycling and related services. The Company also produces a range of finished steel long products at its electric arc furnace (“EAF”) steel mill using recycled scrapferrous metal sourced internally from its recycling and joint venture operations and other raw materials. CSS's steel mill obtains substantially all of its scrap metal raw material requirements from its integrated metals recycling and joint venture operations.

As of August 31, 2017,2023, all of the Company’s facilities were located in the United States ("(“U.S.") and its territories and Canada.

Note 2 - Summary of Significant Accounting Policies

Principles

Basis of Consolidation

Presentation

The Consolidated Financial Statements include the accounts of the CompanySchnitzer Steel Industries, Inc. dba Radius Recycling and its majority-owned and wholly-owned subsidiaries. The equity method of accounting is used for investments in joint ventures over which the Company has significant influence but does not have effective control. The cost method of accounting is used for investments in entities over which the Company is not able to exercise significant influence. All significant intercompany account balances, transactions, profits, and losses have been eliminated. All transactions and relationships with potential variable interest entities are evaluated to determine whether the Company is the primary beneficiary of the entities, therefore requiring consolidation. The Company does not have any variable interest entities requiring consolidation.

Discontinued Operations

Segment Reporting

The resultsaccounting standards for reporting information about operating segments define an operating segment as a component of discontinued operations are presented separately, net of tax,an enterprise that engages in business activities from the results of ongoing operationswhich it may earn revenues and incur expenses for all periods presented. The expenses included in the results of discontinued operations are the direct operating expenses incurredwhich discrete financial information is available that is evaluated regularly by the disposed components that may be reasonably segregated from the costs of the ongoing operations of the Company. Asset impairments relatedchief operating decision-maker in deciding how to the disposed components are also includedallocate resources and in the results of discontinued operations. See Note 8 - Discontinued Operationsassessing performance. The Company’s internal organizational and the Asset Impairment Charges (Recoveries), net section of this Note for further detail.reporting structure reflects a functionally based, integrated model and includes a single operating and reportable segment.

Cash and Cash Equivalents

Cash and cash equivalents include short-term securities that are not restricted by third parties and have an original maturity date of 90 days or less. Included in accounts payable are book overdrafts representing outstanding checkspayments in excess of funds on deposit of $21$62 million and $3$56 million as of August 31, 20172023 and 2016,2022, respectively.


59 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Accounts Receivable, net

Accounts receivable represent amounts primarily due from customers on product and other sales. These accounts receivable, which are reduced by an allowance for doubtful accounts,credit losses, are recorded at the invoiced amount and do not bear interest. The Company extends credit to customers under contracts containing customary and explicit payment terms, and payment is generally required within 30 to 60 days of shipment. Nonferrous export sales typically require a deposit prior to shipment. Historically, almost all of the Company’s ferrous export sales have been made with letters of credit. Ferrous and nonferrous metal sales to domestic customers and finished steel sales are generally made on open account, and a portion of these sales are covered by credit insurance.

The Company evaluates the collectabilitycollectibility of its accounts receivable based on a combination of factors, including whether sales were made pursuant to letters of credit or credit insurance is in place. In cases where management is awarerequired deposits prior to shipment, the aging of circumstances that may impair a customer’s ability to meet itscustomer receivable balances, the financial obligations, management records a specific allowance against amounts due and reducescondition of the receivable to the amount the Company believes will be collected. For all otherCompany’s customers, the Company maintains an allowance that considers the total receivables outstanding, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected credit losses. Accounts are written off when all efforts to collect have been exhausted. The allowance for doubtful accountscredit losses was $2$2 million as of both August 31, 20172023 and 2016.2022.

Also included in accounts receivable are short-term advances to scrap metal suppliers used as a mechanism to acquire unprocessed scrap metal. The advances are generally repaid with scrap metal, as opposed to cash. Repayments of advances with scrap metal are treated as


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

noncash operating activities in the Consolidated Statements of Cash Flows and totaled $13 million, $11 million, and $10 million for the fiscal years ended August 31, 2023, 2022, and 2021, respectively.

Inventories

The Company’s inventories consist of processed and unprocessed scrap metal (ferrous, nonferrous, and mixed nonferrous recovered joint productproducts arising from the manufacturing process), semi-finished steel products (billets), finished steel products (primarily rebar, wire rod, and merchant bar), used and salvaged vehicles, and supplies. Inventories are stated at the lower of cost or market.and net realizable value. The Company determines the cost of ferrous and nonferrous scrap metal inventories using the average cost method and capitalizes substantially all direct processing costs and yardfacility costs into inventory. The Company allocates material and production costs to joint products using the gross margin method. AMRThe Company determines the cost of used and salvaged vehicle inventory at its auto parts stores, which is reported within finished goods, based on the average price the Company pays for a vehicle and capitalizes the vehicle cost and substantially all production costs into inventory. CSSThe Company determines the cost of its semi-finished and finished steel product inventories based on average costs and capitalizes all direct and indirect costs of manufacturing into inventory. Indirect costs of manufacturing include general plant costs, maintenance, and yardfacility costs. The Company determines the cost of the substantial majority of its supplies inventory using the average cost method and reduces the carrying value for losses due to obsolescence. Fixed manufacturing costs incurred in periods of abnormally low production are expensed. The Company considers estimated future selling prices when determining the estimated net realizable value of its inventory. As the Company generally sells its export recycled ferrous metal under contracts that provide for shipment within 30 to 60 days after the price is agreed, it utilizes the selling prices under committed contracts and sales orders for determining the estimated market pricenet realizable value of quantities on hand that will be shipped under these contracts and sales orders.

The accounting process the Company uses to record ferrous scrap metal quantities relies on significant estimates. With respect to estimating the quantities of unprocessed ferrous scrap metal inventory that are moved into production, management relies on weighed quantities of the processed ferrous material, adjusted for estimated metal recoveries and yields that are based on historical trends and other judgments by management. Actual recoveries and yields can vary depending on product quality, moisture content, and the source of the unprocessed metal. The Company’s estimates are intended to reasonably reflect the quantities of unprocessed ferrous scrap metal that are used in the production of processed ferrous metal. To assist in validating the reasonableness of these estimates, management periodically reviews shrink factors and performs periodicmonthly physical inventories to verify the quantity of inventory on hand.inventories. Due to the inherent nature of the Company'sCompany’s scrap metal inventories, including variations in product density, holding period, and production processes utilized to manufacture the products, physical inventories will not necessarily detect all variances for scrap metal inventory such that estimates of quantities are required. To mitigate this risk, the Company further adjusts its ferrous physical inventories when the volume of a commodity is low and a physical inventory count canis deemed to more accurately estimate the remaining volume.

Leases

The Company enters into leases to obtain access to real property, machinery, and equipment assets. Most of the Company’s lease obligations relate to real property leases for the Company’s operating sites, including the substantial majority of its auto parts stores, and for the Company’s administrative offices. The Company determines whether an arrangement contains a lease at inception by assessing whether it receives the right to direct the use of and obtain substantially all of the economic benefit from use of the underlying asset. Lease classification, measurement, and recognition are determined at lease commencement, which is the date the underlying asset is available for use by the Company. The accounting classification of a lease is based on whether the arrangement is effectively a financed purchase of the underlying asset (finance lease) or not (operating lease). Leases that, at lease commencement, have a non-cancellable lease term of 12 months or less and do not include an option to either purchase the underlying asset or renew the lease beyond 12 months that the Company is reasonably certain to exercise are classified as short-term leases and are not recognized on the balance sheet.

64 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

For leases other than short-term leases, the Company recognizes right-of-use assets and lease liabilities based primarily on the present value of future minimum lease payments over the lease term at lease commencement. Right-of-use assets represent the Company’s right to use the underlying asset during the lease term, while lease liabilities represent the Company’s obligation to make future lease payments. The lease term is the non-cancellable period of the lease, together with periods covered by renewal (or termination) options which the Company is reasonably certain to exercise (or not to exercise). Lease payments are discounted to present value using the Company’s incremental borrowing rate unless the discount rate implicit in the lease is readily determinable. The Company’s incremental borrowing rate for each lease is the estimated rate of interest that the Company would have to pay to borrow the aggregate lease payments on a collateralized basis over the lease term. Estimation of the incremental borrowing rate requires judgment by management and reflects an assessment of the Company’s credit standing to derive an implied secured credit rating and corresponding yield curve. Right-of-use assets and lease liabilities are subject to remeasurement after lease commencement when certain events or changes in circumstances arise, such as a change in the lease term due to reassessment of whether the Company is reasonably certain to exercise a renewal or termination option.

For operating leases, lease expense is recognized on a straight-line basis over the lease term. For finance leases, the lease right-of-use asset is amortized on a straight-line basis and interest expense is recognized on the lease liability using the effective interest rate method. Many of the Company’s real property leases contain variable lease payments that depend on an index or a rate, which are included in the measurement of the right-of-use asset and lease liability using the index or rate at lease commencement. Subsequent changes in variable lease payments are recorded as variable lease expenses during the period in which they are incurred. The Company elected a practical expedient to not separate lease and related non-lease components for accounting purposes and, thus, costs related to such non-lease components are disclosed as lease expense. Payments for short-term leases are recognized in the income statement on a straight-line basis over the lease term. See Note 5 - Leases for further detail.

The Company leases machinery assets to customers primarily to facilitate the provision of recycling services. For the periods presented, such lessor arrangements were classified as operating leases, whereby the Company keeps the asset underlying the lease on its balance sheet and depreciates the asset based on its estimated useful life. The Company recognizes lease income for these operating leases on a straight-line basis within revenues in the Consolidated Statements of Operations. As of both August 31, 2023 and 2022, property, plant and equipment, net, as reported in the Consolidated Balance Sheets, included machinery assets underlying these operating leases with a carrying value of $13 million. Lease income derived from these operating leases was not material to any of the periods presented.

Property, Plant and Equipment, net

Property, plant and equipment are recorded at cost. Expenditures for major additions and improvements are capitalized, while routine repair and maintenance costs are expensed as incurred. Interest cost related to the construction of qualifying assets is capitalized as part of the construction costs and was not material to any of the periods presented.costs. When assets are retired or sold, the related cost and accumulated depreciation are removed from the accounts and resulting gains or losses are generally included in operating expense. Gains and losses from sales of assets related to an exit activity are reported within restructuring charges and other exit-related activities in the Consolidated Statements of Operations. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets. Upon idling an asset, depreciation continues to be recorded. Leasehold improvements are amortized over the shorter of their estimated useful lives or the remaining lease term.

As of August 31, 2017,2023, the useful lives used for depreciation and amortization were as follows:

Useful Life


(In Years)
in years)

Machinery and equipment

3 to 40

Land improvements

3 to 35

Buildings and leasehold improvements

5 to 40

Office equipment3 to 20

Enterprise Resource Planning (“ERP”) systems

6

5 to 1710

Office equipment and other software licenses

3 to 10


60

Prepaid Expenses

The Company’s prepaid expenses, reported within prepaid expenses and other current assets in the Consolidated Balance Sheets, totaled $27 million and $43 million as of August 31, 2023 and 2022, respectively, and consisted primarily of deposits on capital projects, prepaid insurance, prepaid services, and prepaid property taxes.

65 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


Fiscal 2023


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Other Assets

The Company’s other assets, exclusive of prepaid expenses consistand assets relating to certain employee benefit plans, consisted primarily of receivables from insurers, cash held in a cost method investment,client trust account relating to a legal settlement, two equity investments, capitalized implementation costs for cloud computing arrangements, debt issuance costs, notes and other contractual receivables, from suppliers, and assets held for sale.major spare parts and equipment. Other assets are reported within either prepaid expenses and other current assets or other assets in the Consolidated Balance Sheets based on their expected use either during or beyond the current operating cycle of one year from the reporting date.

See Note 13 - Employee Benefits for further detail on the Company’s assets relating to employee benefit plans.

Receivables from insurers represent the portion of insured losses expected to be recovered from the Company’s insurers.under various insurance carriers.policies or from a Qualified Settlement Fund holding settlement amounts deposited by certain insurers of claims against the Company related to the Portland Harbor Superfund site. The receivable isreceivables are recorded at an amount not to exceed the recorded loss and only if the terms of legally enforceable insurance contracts support that the insurance recovery will not be disputed and is deemed collectible.

During fiscal 2017,collectible, or if recovery of the loss by the Company invested $6from a Qualified Settlement Fund is probable. Receivables from insurers totaled $14 million and $28 million as of August 31, 2023 and 2022, respectively. As of August 31, 2023, receivables from insurers comprised primarily $10 million relating to environmental claims, $2 million relating to workers’ compensation claims, $1 million relating to third-party claims, and $1 million relating to property loss and damage and other claims in connection with the December 2021 fire at the Company’s shredder facility in Everett, Massachusetts. As of August 31, 2022, receivables from insurers comprised primarily $10 million relating to claims in connection with the Everett facility shredder fire, $7 million relating to environmental claims, $6 million relating to third-party claims, and $4 million relating to workers’ compensation claims. See “Accounting for Impacts of Involuntary Events” below in this Note for further discussion of receivables and advance payments from insurers relating to property damage and business interruption claims.

Other assets as of both August 31, 2023 and 2022 also included approximately $7 million in connection with cash deposited into a client trust account in the second quarter of fiscal 2021 to fund the remediation of a site, a portion of which was previously leased to and operated by an indirect, wholly-owned subsidiary. The cash was deposited into the client trust account by other potentially liable parties in connection with settlement of a lawsuit relating to allocation of the remediation costs, including agreement by the Company’s subsidiary to perform certain remedial actions. See “Other Legacy Environmental Loss Contingencies” within “Contingencies – Environmental” in Note 10 - Commitments and Contingencies for further discussion of this matter.

The Company invested $5 million in the equity of a privately-held waste andCanadian recycling entity.technology entity in May 2022. The Company's influence over the operating and financial policies of the entity is not significant, and, thus, the investment is accounted for under the cost method. Under the cost method, theguidance for investments in equity securities. The equity investment does not have a readily determinable fair value and, therefore, is carried at cost and adjusted only for other-than-temporary impairments certain distributions, and additional investments.observable price changes. The investment is presented as part of AMR and reported within other assets in the Consolidated Balance Sheets. The carrying value of the investment as of both August 31, 2023 and 2022 was $5 million. The Company doeshas not holdrecorded any impairments or upward or downward adjustments to the carrying value of the investment since acquisition.

The Company invested $6 million in the equity of a privately-held U.S. waste and recycling entity in fiscal 2017. The investment is accounted for under the guidance for investments in equity securities. In August 2022, the privately-held entity merged with a publicly-traded U.S. entity. As a result of the merger, the Company's investment became held in equity units of a subsidiary of the publicly-traded entity, which equity units are not publicly traded but are exchangeable for shares of the publicly-traded entity. The timing and magnitude of exchange is solely at the discretion of the publicly-traded entity. During the first half of fiscal 2023, because of these exchange conditions, the equity investment was determined to not have a readily determinable fair value and, therefore, continued to be carried at cost and adjusted for impairments and observable price changes. In the first quarter of fiscal 2023, the Company identified an impairment indicator for its investment and, based on its fair value measurement incorporating observable trading prices of the publicly-traded entity and unobservable inputs, recognized a $4 million impairment within other cost-method investments.loss, net on the Consolidated Statement of Operations. During the third quarter of fiscal 2023, the publicly-traded entity allowed for an exchange event, and the Company exchanged its full investment in the subsidiary's equity units for shares of the publicly-traded entity, which have a readily determinable fair value, and which the Company still held as of August 31, 2023. As a result, in fiscal 2023 following the exchange event, the Company recorded an additional $1 million, net, downward adjustment of the equity investment to its fair value of $1 million as of August 31, 2023, which loss is reported within other loss, net on the Consolidated Statement of Operations. The investment is reported within prepaid expenses and other current assets as of August 31, 2023, and within other assets as of August 31, 2022, in the Consolidated Balance Sheets.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The Company’s cloud computing arrangements primarily comprise hosting arrangements which are service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Subscription fees are usually prepaid and recorded in operating expense over the period that the Company has access to use the software. Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. Amortization of capitalized implementation costs is recorded on a straight-line basis over the term of the cloud computing arrangement, which is the non-cancellable period of the agreement, together with periods covered by renewal options which the Company is reasonably certain to exercise. During fiscal 2023, in connection with the pursuit of an alternative solution, the Company abandoned the implementation of a cloud computing arrangement and recorded a $5 million impairment associated with previously capitalized cloud computing arrangement implementation costs. As of August 31, 2017,2023 and 2022, the Company had not identified any events or changes in circumstances that may have a significant adverse effect on the fair value of the investment or indicators of other-than-temporary impairment.

Company's capitalized cloud computing implementation costs were $5 million and $10 million, respectively.

Debt issuance costs consist primarily of costs incurred by the Company to enter into or modify its credit facilities. The Company reports deferred debt issuance costs within other assets in the Consolidated Balance Sheets and amortizes them to interest expense on a straight-line basis over the contractual term of the arrangement.

Notes and other contractual receivables from suppliers consist primarily of advances to entities in the business of extracting scrap metal through demolition and other activities. Repayment of these advances to suppliers is in either cash or scrap metal. The Company performs periodic reviews of its notes and other contractual receivables from suppliers to identify credit risks and to assess the overall collectabilitycollectibility of the receivables, which typically involves consideration of the value of collateral which in the case of advances to suppliers is generally in the form of scrap metal extracted from demolition and construction projects. A note or other contractual receivable from a supplier is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the agreement. Once a note or other contractual receivable from a supplier has been identified as impaired, it is measured based on the present value of payments expected to be received, discounted at the receivable’s contractual interest rate, or for arrangements that are solely dependent on collateral for repayment, the estimated fair value of the collateral less estimated costs to sell. If the carrying value of the receivable exceeds its recoverable amount, an impairment is recorded for the difference.

An asset

Accounting for Impacts of Involuntary Events

Assets destroyed or damaged as a result of involuntary events are written off or reduced in carrying value to their salvage value. When recovery of all or a portion of the amount of property damage loss or other covered expenses through insurance proceeds is classified as held for sale upon meeting criteria specifieddemonstrated to be probable, a receivable is recorded and offsets the loss or expense up to the amount of the total loss or expense. No gain is recorded until all contingencies related to the insurance claim have been resolved.

On May 22, 2021, the Company experienced a fire at its steel mill in McMinnville, Oregon. Direct physical loss or damage to property from the incident was limited to the mill’s melt shop, with no bodily injuries and no physical loss or damage to other buildings or equipment. The rolling mill production ceased in early June 2021. In August 2021, the steel mill began ramping up operations following the substantial completion of replacement and repairs of property and equipment in the accounting standards. An asset classified as held for sale is measured at the lower of its carrying amount or fair value less cost to sell with no further adjustments for depreciation. An impairment loss is recognized for any initial or subsequent write-down of the asset to its fair value less cost to sell. The Company generally determines fair value using Level 3 inputs under the fair value hierarchy consisting of information provided by brokers and other external sources along with management’s own assumptions. See the Asset Impairment Charges (Recoveries), net section of this Note below for tabular presentation of impairment charges recorded by the Company on assets held for sale during the periods presented. In fiscal 2017, the Company sold equipment assetsmelt shop that had been classified as held for sale prior to being fully impaired in fiscal 2015.lost or damaged by the fire. The Company recorded aexperienced loss of business income during the shutdown of the steel mill and the subsequent ramp-up phase which was substantially completed during the second quarter of fiscal 2022. The Company filed insurance claims for the physical loss and damage experienced at the mill's melt shop and business income losses resulting from the matter. In fiscal 2021, the Company recognized an initial $10 million insurance receivable and related insurance recovery gain, on the sale of $1 million in fiscal 2017, which islatter reported within other asset impairment charges (recoveries), net incost of goods sold on the Consolidated Statements of Operations. TheOperations, primarily offsetting applicable losses incurred including capital purchases of $10 million that had been incurred by the Company did not have any assets held for saleas of the end of the fiscal year. In fiscal 2022, the Company increased the amount of this insurance receivable to $25 million and recognized a related $15 million insurance recovery gain within cost of goods sold on the Consolidated Statements of Operations, reflecting recovery of applicable losses incurred as a result of the fire to date. In addition, during fiscal 2022, the Company received advance payments from insurers totaling approximately $30 million towards its claims, which amount reduced the $25 million insurance receivable to zero with the remaining amount of advance payments of $5 million reported within other accrued liabilities on the Consolidated Balance Sheets as of August 31, 2017.2022. In fiscal 2023, the Company received additional cash payments from insurers towards its claims totaling approximately $22 million, and in the fourth quarter of fiscal 2023 the Company reached a full and final settlement with its insurers for its claims and recognized an additional $27 million insurance recovery gain within cost of goods sold on the Consolidated Statements of Operations, reflecting recovery of applicable losses including business income losses incurred as a result of the fire.

On December 8, 2021, the Company experienced a fire at its metals recycling facility in Everett, Massachusetts. Direct physical loss or damage to property from the incident was limited to the facility’s shredder building and equipment, with no bodily injuries and no physical loss or damage to property reported at other buildings or equipment. As a result of the fire, shredding operations ceased, while all non-shredding operations at the facility continued, including torching, shearing, separating, and sorting purchased non-shreddable recycled ferrous metals. On January 28, 2022, shredding operations at the facility began ramping up following the replacement and

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

repairs to shredder equipment that had been damaged. In addition, shredding operations temporarily ceased at the facility on June 18, 2022 and, following discussions with the Massachusetts Department of Environmental Protection and the Massachusetts Attorney General’s office, the Company installed a temporary emission capture system and controls that allowed for the resumption of shredding operations on November 11, 2022 and for continued operation during the repair and replacement of the shredder enclosure building. Non-shredding operations at the facility continued during this period. The repair and replacement of most property that experienced physical loss or damage, primarily buildings and improvements, was substantially completed by the end of fiscal 2023. The Company filed insurance claims for the property that experienced physical loss or damage and anticipated business income losses resulting from the matter. In fiscal 2022, after the fire, the Company recognized an aggregate $17 million insurance receivable and related insurance recovery gain. In fiscal 2023, the Company recognized an additional $16 million insurance receivable and related insurance recovery gain. As of August 31, 2016,2023, the Company had recognized a total of $34 million in insurance recovery gains, all reported less than $1within cost of goods sold on the Consolidated Statements of Operations, reflecting recovery of applicable losses to date including impairment charges of $7 million related to the carrying value of plant and equipment assets held for salelost in or damaged by the fire, and capital purchases, non-capitalizable repair and replacement costs, and other applicable losses totaling $27 million that had been incurred as of August 31, 2023. Also, during fiscal 2023 and 2022, the Company received advance payments from insurers totaling approximately $26 million and $7 million, respectively, towards its claims, and not reflecting any final or full settlement of claims with the insurers, which amount reduced the insurance receivable to $1 million and $10 million as of August 31, 2023 and 2022, respectively. The insurance receivable is reported within prepaid expenses and other current assets inon the Consolidated Balance Sheets.


61 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Long-Lived Assets

The Company tests long-lived tangible and intangible assets for impairment at the asset group level, which is determined based on the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. Operating lease right-of-use assets are considered long-lived assets subject to this impairment testing. For the Company'sCompany’s metals recycling operations, reported within AMR, an asset group is generally comprisedconsists of the regional shredding and export operation along with surrounding feeder yards. For regions with no shredding and export operations, eachexcept that the combined Oregon metals recycling yardand steel manufacturing operations is ana single asset group. For the Company'sCompany’s auto parts operations, generally each auto parts store is an asset group. The combined steel manufacturing and metals recycling operations within CSS are a single asset group. Prior to their combination into CSS in the fourth quarter of fiscal 2017, the Company's steel manufacturing operations and Oregon metals recycling operations were distinct asset groups. The Company tests its asset groups for impairment when certain triggering events or changes in circumstances indicate that the carrying value of the asset group may be impaired. If the carrying value of the asset group is not recoverable because it exceeds the Company’s estimate of future undiscounted cash flows from the use and eventual disposition of the asset group, an impairment loss is recognized by the amount the carrying value exceeds its fair value, if any. The impairment loss is allocated to the long-lived assets of the group on a pro rata basis using the relative carrying amounts of those assets, except that the loss allocated to an individual long-lived asset of the group shall not reduce the carrying amount of that asset below its fair value. Fair value is determined primarily using one or more of the income, market, or cost and market approaches.

During fiscal 2016 and 2015,approaches, depending on the Company recorded impairment charges on long-livednature of the asset groups associated with certain regional metals recycling operations and retail auto parts store locations.
group.

With respect to individual long-lived assets, changes in circumstances may merit a change in the estimated useful lives or salvage values of the assets, which are accounted for prospectively in the period of change. For such assets, the useful life is shortened based on the Company's currentCompany’s plans to dispose of or abandon the asset before the end of its original useful life and depreciation is accelerated beginning when that determination is made. During fiscal 2017, the Company recognized accelerated depreciation primarily due to shortening the useful lives of idled and decommissioned machinery and equipment assets. During fiscal 2016 and 2015, the Company recognized accelerated depreciation due to shortened useful lives in connection with site closures and idled equipment.

See the Asset Impairment Charges (Recoveries), net section of this Note for tabular presentation of long-lived

Long-lived asset impairment charges and accelerated depreciation. Long-lived asset impairment charges(recoveries) and accelerated depreciation are reported in the Consolidated Statements of Operations within (1) other asset impairment charges, (recoveries), net;net and (2) restructuring charges and other exit-related activities if related to a site closure not qualifying for discontinued operations reporting; or (3) loss from discontinued operations, if related to a component ofclosure. In fiscal 2023 and 2022, the Company qualifying for discontinued operations reporting.reported less than $1 million and $2 million, respectively, of impairments of long-lived assets within asset impairment charges, net related primarily to abandonment of obsolete machinery and equipment assets.

Investments in Joint Ventures

As of August 31, 2017,2022, the Company had four 50%two50%-owned joint venture interests and on November 7, 2022, the Company sold its ownership interest in one of the 50%-owned joint ventures for approximately $2 million. No gain or loss was recognized as a result of the sale. As of August 31, 2023, the Company had one50%-owned joint venture interest which wereis accounted for under the equity method of accounting. Three of theThis remaining joint venture interests are presented as part of AMR operations, and one interest is presented as part of CSS operations. The joint ventures sellsells recycled metal to AMR and to CSSthe Company’s operations at prices that approximate local market rates, which produces intercompany profit. This intercompany profit is eliminated while the products remain in inventory and is not recognized until the finished products are sold to third parties. As of August 31, 2017,2023, the Company’s investments in equity method joint ventures have generated $9$9 million in cumulative undistributed earnings.

See Note 18 - Related Party Transactions for further detail on transactions with joint ventures.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

A loss in value of an investment in a joint venture is recognized when the decline is other than temporary. Management considers all available evidence to evaluate the realizable value of its investments including the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the joint venture business, and the Company’s intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. Once management determines that an other-than-temporary impairment exists, the investment is written down to its fair value, which establishes a new cost basis. The Company determines fair value using Level 3 inputs under the fair value hierarchy using an income approach based on a discounted cash flow analysis. During fiscal 2017 and 2016, the Company recorded impairment charges of $1 million and $2 million, respectively, related to its investments in joint ventures, which are reported within other asset impairment charges (recoveries), net in the Consolidated Statements of Operations.

During fiscal 2017, one of the Company's joint venture interests sold real estate resulting in recognition of a $6 million gain by the joint venture, $3 million of which is attributable to the Company's investment. The Company's share of the gain is reported within (income) loss from joint ventures in the Consolidated Statements of Operations. Also during fiscal 2017, the Company sold one of its 50% joint venture interests presented as part of CSS operations, resulting in recognition of a $1 million gain on the sale. The gain represents a recovery of impairments recorded against the investment in prior years and is reported within other asset impairment charges (recoveries), net.

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Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


See Note 17 - Related Party Transactions for further detail on transactions with joint ventures.
Asset Impairment Charges (Recoveries), net
The following asset impairment charges and subsequent recoveries, excluding goodwill impairment charges discussed below in this Note, were recorded in the Consolidated Statements of Operations (in thousands):
 Year Ended August 31,
 2017 2016 2015
Reported within other asset impairment charges (recoveries), net:     
Auto and Metals Recycling     
Long-lived assets$
 $7,336
 $41,676
Accelerated depreciation
 6,208
 
Investments in joint ventures860
 
 
Assets held for sale(1,044) 1,659
 2,558
Other assets
 1,208
 140
Total Auto and Metals Recycling(184) 16,411
 44,374
Cascade Steel and Scrap     
Accelerated depreciation401
 
 
Investments in joint ventures(934) 1,968
 
Supplies inventory
 2,224
 
Total Cascade Steel and Scrap(533) 4,192
 
Corporate - Other assets
 79
 745
 (717) 20,682
 45,119
Reported within restructuring charges and other exit-related activities:     
Long-lived assets
 468
 
Accelerated depreciation96
 630
 3,836
Supplies inventory
 1,047
 
Other assets62
 35
 
Exit-related gains(565) (1,337) 
 (407) 843
 3,836
Reported within discontinued operations:     
Long-lived assets
 673
 2,666
Accelerated depreciation
 274
 
 
 947
 2,666
Total$(1,124) $22,472
 $51,621

Goodwill and Other Intangible Assets, net

Goodwill represents the excess of the purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. The Company evaluates goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Impairment of goodwill is tested at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as a component)“component”). A component of an operating segment is required to be identified as a reporting unit if the component is a business for which discrete financial information is available and segment management regularly reviews its operating results.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


When testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than notmore-likely-than-not that the estimated fair value of a reporting unit is less than its carrying amount. If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not,more-likely-than-not, the Company is then required to perform the quantitative impairment test, otherwise no further analysis is required. The Company also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test.

Under When performing the accounting guidance in effect for the Company prior to the third quarter of fiscal 2017, in the first step of the two-step quantitative impairment test, the fair value of a reporting unit was compared to its carrying value. If the carrying value of a reporting unit exceeded its fair value, the second step of the impairment test was performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit was allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. If the carrying amount of the reporting unit’s goodwill exceeded the implied fair value of goodwill, an impairment loss was recognized in an amount equal to that excess.
As of the beginning of the third quarter of fiscal 2017, the Company adopted an accounting standard update that eliminates the second step of the two-step goodwill impairment test with no impact to the Consolidated Financial Statements. Under the revised guidance, the Company applies a one-step quantitative test and records the amount of goodwill impairment as the excess of a reporting unit'sunit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment.

When the Company is required to performperforms a quantitative goodwill impairment test, it estimates the fair value of itsthe reporting unitsunit using an income approach based on the present value of expected future cash flows, including terminal value, utilizing a market-based weighted average cost of capital (“WACC”) determined separately for eachthe reporting unit. The determination of fair value involves the use of significant estimates and assumptions, including regarding revenue growth rates driven by future ferrous and nonferrous commodity pricesprice and sales volume expectations, operatinggross margins, selling, general, and administrative expense relative to total revenues, capital expenditures, working capital requirements, discount rate (WACC), tax rates,rate, terminal growth rates, discount rates,rate, benefits associated with a taxable transaction, and synergistic benefits available to market participants. In addition, to corroborate the reporting units’unit’s income approach valuation, as well as to estimate the fair value of the Company’s other reporting units, including those with no allocated goodwill, the Company uses a market approach based on earnings multiple data, and it performs a reconciliation of the Company’sits estimate of the aggregate fair value of theall reporting units to the Company’s market capitalization, including consideration of a control premium. See Note 68 - Goodwill and Other Intangible Assets, net for further detail including the recognition of a goodwill impairment chargescharge of $9 million and $141$39 million during the fiscal 2016 and 2015, respectively.

year ended August 31, 2023, representing a portion of the carrying amount of goodwill allocated to one reporting unit.

The Company tests indefinite-lived intangible assets for impairment by first assessing qualitative factors to determine whether it is necessary to perform a quantitative impairment test. If the Company believes, as a result of its qualitative assessment, that it is more likely than notmore-likely-than-not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The Company did notnot record impairment charges on indefinite-lived intangible assets in any of the periods presented. See Note 8 - Goodwill and Other Intangible Assets, net for further detail.

Business Acquisitions

The Company recognizes the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. Contingent purchase consideration is recorded at fair value at the date of acquisition. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Within one year from the date of acquisition, the Company may update the value allocated to the assets acquired and liabilities assumed and the resulting goodwill balance as a result of information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires the Company to determine the price that would be paid by a third-party market participant based on the highest and best use of the assets or interests acquired. Acquisition costs are expensed as incurred. See Note 7 - Business Acquisitions for further detail.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Restructuring Charges

and Other Exit-Related Activities

Restructuring charges consist of severance, contract termination, and other restructuring-related costs. A liability for severance costs is typically recognized when the plan of termination has been communicated to the affected employees and is measured at its fair value at the communication date. Contract termination costs consist primarily of costs that will continue to be incurred under operating leases for their remaining terms without economic benefit to the Company. A liability for contract termination costs is recognized at the date the Company ceases using the rights conveyed by the lease contract and is measured at its fair value, which is determined based on the remaining contractual lease rentals reduced by estimated sublease rentals. A liability foror other restructuring-related costs is measured at its fair value in the period in which the liability is incurred. See Note 10 - Restructuring ChargesExit-related activities consist primarily of asset impairments in connection with closure of certain operations and Other Exit-Related Activities for further detail.sites, net of gains on exit-related disposals.

Accrued Workers’ Compensation Costs

The Company is self-insured for the significant majority of workers’ compensation claims with exposure limited by various stop-loss insurance policies. The Company estimates the costs of workers’ compensation claims based on the nature of the injury incurred and on guidelines established by the applicable state. An accrual is recorded based upon the amount of unpaid claims as of the balance sheet date. Accrued amounts recorded for individual claims are reviewed periodically as treatment progresses and adjusted to reflect additional information that becomes available. The estimated cost of claims incurred but not reported is included in the accrual. The Company accrued $10$5 million and $6 million for the estimated cost of unpaid workers’ compensation claims as of August 31, 20172023 and 2016,2022, respectively, which are included in other accrued liabilities in the Consolidated Balance Sheets.Sheets, with corresponding workers’ compensation insurance receivables of $2 million and $4 million as of August 31, 2023 and 2022, respectively, included in other current assets.


64 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Environmental Liabilities

The Company estimates future costs for known environmental remediation requirements and accrues for them on an undiscounted basis when it is probable that the Company has incurred a liability and the related costs can be reasonably estimated but the timing of incurring the estimated costs is unknown. The Company considers various factors when estimating its environmental liabilities.liabilities, and it evaluates the adequacy of these liabilities on a quarterly basis. Adjustments to the liabilities are recorded to selling, general, and administrative expense and madein the Consolidated Statements of Operations when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or when expenditures are made for which liabilities were established. Legal investigation and defense costs incurred in connection with environmental contingencies are expensed as incurred.

When only a wide range of estimated amounts can be reasonably established and no other amount within the range is a better estimate than another, the low end of the range is recorded in the financial statements. In a number of cases, it is possible that the Company may receive reimbursement through insurance or from other potentially responsiblethird parties for a site.site or matter. In these situations, recoveries of environmental remediation costs from other parties are recognized when realization of the claim for recovery is either realized or realizable.deemed probable. The amounts recorded for environmental liabilities are reviewed periodically as site assessment and remediation progresses at individual sites or for particular matters and adjusted to reflect additional information that becomes available. Due to evolving remediation technology, changing regulations, possible third partythird-party contributions, the subjective nature of the assumptions used, and other factors, amounts accrued could vary significantly from amounts paid. See “Contingencies – Environmental” in Note 910 - Commitments and Contingencies for further detail.

Loss Contingencies

The Company is subject to certain legal proceedings and contingencies in addition to those related to environmental liabilities discussed above in this Note, the outcomes of which are subject to significant uncertainty. The Company accrues for estimated losses if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. The Company uses judgment and evaluates whether a loss contingency arising from litigation or an unasserted claim should be disclosed or recorded. The outcome of legal proceedings and other contingencies is inherently uncertain and often difficult to estimate. As of August 31, 2017 and 2016, accruals forAccrued legal contingencies net of corresponding receivables from insurers were not material.are reported within other accrued liabilities in the Consolidated Balance Sheets. See “Contingencies – Other” in Note 10 - Commitments and Contingencies for further detail.

70 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Financial Instruments

The Company’s financial instruments include primarily cash and cash equivalents, accounts receivable, accounts payable, and debt.debt and derivative contracts. The Company uses the market approach to value its financial assets and liabilities, determined using available market information. The net carrying amounts of cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term nature of these instruments. For long-term debt, which is primarily at variable interest rates, fair value is estimated using observable inputs (Level 2) and approximates itsthe carrying value. Derivative contracts are reported at fair value. See Note 15 - Derivative Financial Instruments for further detail.

Fair Value Measurements

Fair value is measured using inputs from the three levels of the fair value hierarchy. Classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are described as follows:

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the determination of the fair value of the asset or liability, either directly or indirectly.
Level 3 – Unobservable inputs that are significant to the determination of the fair value of the asset or liability.

When developing the fair value measurements, the Company uses quoted market prices whenever available or seeks to maximize the use of observable inputs and minimize the use of unobservable inputs when quoted market prices are not available.


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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Derivatives

The Company records derivative instruments in prepaid expenses and other current assets or other accrued liabilitiesat fair value in the Consolidated Balance Sheets, at fair value, and changes in thetheir fair value are either recognized in either other comprehensive (loss) income (loss) in the Consolidated Statements of Comprehensive (Loss) Income (Loss) or net (loss) income (loss) in the Consolidated Statements of Operations, as applicable, depending on the nature of the underlying exposure, whether the derivative has been designated as a hedge and, if designated as a hedge, the extent to whichwhether the hedge is effective. Amounts included in accumulated other comprehensive loss are reclassifiedexpected to earnings in the period in which earnings are impacted by the hedged items, in the period that the hedged transaction is deemed no longer likely to occur, or in the period that the derivative is terminated.be highly effective. For cash flow hedges, such as the interest rate swap transactions entered by the Company in the fourth quarter of fiscal 2023, a formal assessment is made, both at the hedge’s inception and on an ongoing basis, to determine whether the derivatives that are designated as hedging instruments have been highly effective in offsetting changes in the cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. ToChanges in the extentfair value of a derivative that is qualified, designated, and highly effective as a cash flow hedge are recorded in other comprehensive (loss) income and are reclassified to earnings in the hedgeperiod in which earnings are impacted by the hedged item. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be ineffective,a highly effective hedge, the ineffective portion is immediately recognized in earnings.Company discontinues hedge accounting prospectively. When available, quoted market prices or prices obtained through external sources are used to measure a derivative instrument’s fair value. The fair value of these instruments is a function of underlying forward commodity prices or foreign currency exchangeinterest rates, related volatility, counterparty creditworthiness, and the duration of the contracts. CashThe Company has elected an accounting policy to classify the cash flows from its interest rate swap derivatives are recognizeddesignated in qualifying cash flow hedges as cash flows from operating activities in the Consolidated Statements of Cash Flows, in a manner consistent with the underlying transactions.classification of cash flows from the hedged item. See Note 1215 - Derivative Financial Instruments for further detail.

Derivative contracts for commodities used in normal business operations that are settled by physical delivery, among other criteria, are eligible for and may be designated as normal purchases and normal sales. Contracts that qualify as normal purchases or normal sales are not marked-to-market. The Company does not use derivative instruments for trading or speculative purposes.

Foreign Currency Translation and Transactions

Assets and liabilities of the Company’s operations in Canada are translated into U.S. dollars at the period-end exchange rate, revenues and expenses of these operations are translated into U.S. dollars at the average exchange rate for the period, and cash flows of these operations are translated into U.S. dollars using the exchange rates in effect at the time of the cash flows. Translation adjustments are not included in determining net income (loss) for the period, but are recorded in accumulated other comprehensive loss,income, a separate component of shareholders’ equity. Foreign currency transaction gains and losses are generated from the effects of exchange rate changes on transactions denominated in a currency other than the functional currency. Gains and losses on foreign currency transactions are generally included in determining net income (loss) for the period. The Company reports these gains and losses within other income,expense, net in the Consolidated Statements of Operations. Net realized and unrealized foreign currency transaction gains and losses were not material for fiscal years 2017, 2016 and 2015.2023, 2022, or 2021.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Common Stock

Each share of Class A and Class B common stock is entitled to one vote. Additionally, each share of Class B common stock may be converted to one share of Class A common stock. As such, the Company reserves one share of Class A common stock for each share of Class B common stock outstanding. There are currently no meaningful distinctions between the rights of holders of Class A shares and Class B shares.

Share Repurchases

The Company accounts for the repurchase of stock at par value. All shares repurchased are deemed retired. Upon retirement of the shares, the Company records the difference between the weighted average cost of such shares and the par value of the stock as an adjustment to additional paid-in capital, with the excess recorded to retained earnings when additional paid-in capital is not sufficient.

Revenue Recognition

The Company recognizes revenue upon satisfying its promises to transfer goods or services to customers under the terms of its contracts. Nearly all of these promises, referred to as performance obligations, consist of the transfer of physical goods, including recycled ferrous and nonferrous metal, auto bodies, auto parts, and finished steel products, to customers. These performance obligations are satisfied at the point in time the Company transfers control of the goods to the customer, which in nearly all cases is when it has a contract or purchase order from a customer with a fixed or determinable price,title to and risk of loss of the goods transfer to the customer. The timing of transfer of title and risk of loss transfer to the buyer, and collectibility is reasonably assured. Title for both recycled scrap metal and finished steel products transfers based ondictated by customary or explicitly stated contract terms. Nearly all of the Company’s ferrous export sales are made with letters of credit, reducing credit risk. However, ferrous domestic sales, nonferrous sales and sales of finished steel products are generally made on open account. Nonferrous export sales typically require a deposit prior to shipment. All sales made on open account are evaluated for collectability prior to revenue recognition. Additionally,For example, the Company recognizes revenue on partially loaded bulk shipments of ferrous recycled scrapferrous metal when contractual terms support revenue recognition based on transfer of title and risk of loss. The Company reports revenue netsignificant majority of the payments madeCompany’s sales involve transfer of control to the suppliercustomer, and thus revenue recognition, before delivery to the customer’s destination; for example, upon release of scrap metalthe goods to the shipper. The Company’s bill-and-hold arrangements involve transfer of control to the customer when the supplier,goods have been segregated from other inventory at the Company’s facility and not the Company, is responsibleare ready for fulfillment, including the acceptability of the products purchased byphysical transfer to the customer. Retail auto parts revenueShipping and handling activities that occur after a customer has obtained control of a good are accounted for as fulfillment costs rather than an additional promise in a contract. As such, shipping and handling consideration (freight revenue) is recognized when control of the goods transfers to the customer, paysand freight expense is accrued to cost of goods sold when the related revenue is recognized.

In certain regional markets, the Company enters into contracts whereby it arranges for, or brokers, the transfer of recyclable material between suppliers and end customers. For transactions in which the Company obtains substantive control of the material before the goods are transferred to the end customer, for example by arranging for the part. Historically, there haveprocessing or warehousing of the material, the Company recognizes revenue equal to the gross amount of the consideration it expects to receive from the customer (as principal). Alternatively, for transactions in which the Company does not obtain substantive control of the material before the product is transferred to the end customer, the Company recognizes revenue equal to the net amount of the consideration it expects to retain after paying the supplier for the purchase of the material (as agent). The Company is the agent in the transaction for the substantial majority of brokerage arrangements.

Nearly all of the Company’s sales contracts reflect market pricing at the time the contract is executed, are one year or less, and generally provide for shipment within 30 to 60 days after the price has been agreed upon with the customer. The Company’s retail auto parts sales are at listed prices and are recognized at the point of sale.

The Company recognizes revenue based on contractually stated selling prices and quantities shipped, net of sales tax, and adjusted for estimated claims and discounts. Claims are customary in the recycled metal industry and arise from variances in the quantity or quality of delivered products. Revenue adjustments may be required if the settlement of claims exceeds original estimates. Discounts offered to certain finished steel customers qualify as variable consideration as the discounts are contingent upon future events. Variable consideration arising from discounts is recognized upon the transfer of finished steel products to customers based upon either the expected value or the most likely amount and was not material for each of the years ended August 31, 2023, 2022, and 2021. The Company experiences very few sales returns and, adjustments that impact the ultimate collection of revenues; therefore, no material provisions for returns have been made when sales are recognized. For each of the years ended August 31, 2023, 2022, and 2021, revenue adjustments related to performance obligations that were satisfied in previous periods were not material.


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Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


recognized. The Company presents taxes assessed by governmental authorities collected from customers on a net basis. Therefore, the taxes are excluded from revenues and are shown as a liability on the Consolidated Balance Sheets until remitted.
Freight Costs
The Company classifies shipping and handling costs billed to customers as revenue and the related costs incurred as a component of cost of goods sold.

Advertising Costs

The Company expenses advertising costs when incurred. Advertising expense was $6$5 million in fiscal 2017,for the year ended August 31 2023, and $5$6 million infor each of fiscal 2016the years ended August 31, 2022 and 2015.2021.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Share-Based Compensation

The Company estimates the grant-date fair value of stock-based compensation awards based on the market closing price of the underlying Class A common stock on the date of grant, except for performance share awards with a total shareholder return (“TSR”) market condition for which the Company estimates the grant-date fair value using a Monte-Carlo simulation model. The Company recognizes compensation cost relating to share-based payment transactions with employees and non-employee directorsfor all awards, net of estimated forfeitures, over the vesting period, with therequisite service period. Share-based compensation cost measuredis based on the grant-date fair value as described above, except for performance share awards with a non-market performance condition. For these awards, compensation cost is based on the probable outcome of achieving the specified performance conditions. The Company reassesses whether achievement of the equity instruments issued, netperformance condition is probable at each reporting date and, if probable, the level of an estimated forfeiture rate.achievement. See Note 14 - Share-Based Compensation for further detail.

Income Taxes

Income taxes are accounted for using the asset and liability method. This requires the recognition of taxes currently payable or refundable and the recognition of deferred tax assets and liabilities for the future tax consequences of events that are recognized in one reporting period onin the Consolidated Financial Statements but in a different reporting period on the tax returns. Tax credits are recognized as a reduction of income tax expense in the year the credit arises. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than notmore-likely-than-not that a tax benefit will not be realized. The Company assesses the realizability of its deferred tax assets on a quarterly basis through an analysis of potential sources of future taxable income, including prior year taxable income available to absorb a carryback of tax losses, reversals of existing taxable temporary differences, tax planning strategies, and forecasts of taxable income. The Company considers all negative and positive evidence, including the weight of the evidence, to determine if valuation allowances against deferred tax assets are required. Tax benefits arising from uncertain tax positions are recognized when it is more likely than notmore-likely-than-not that the position will be sustained upon examination by the relevant tax authorities. The amount recognized in the financial statements is the largest amount of tax benefit that is greater than 50 percent likely of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. The Company recognizes interest and penalties, if any, related to uncertain tax positions in income tax expense. See Note 1516 - Income Taxes for further detail.

Net (Loss) Income (Loss) Per Share

Basic net (loss) income (loss) per share attributable to SSIRadius shareholders is computed by dividing net (loss) income (loss) attributable to SSIRadius shareholders by the weighted average number of outstanding common shares during the periodsperiod presented including vested deferred stock units (“DSUs”) and restricted stock units (“RSUs”) meeting certain criteria. Diluted net (loss) income (loss) per share attributable to SSIRadius shareholders is computed by dividing net (loss) income (loss) attributable to SSIRadius shareholders by the weighted average number of common shares outstanding, assuming dilution. Potentially dilutive common shares include the assumed exercise of stock options and assumed vesting of DSU, RSU, and performance share DSU and RSU awards using the treasury stock method. Certain of the Company’s stock options and RSU and performance share awards were excluded from the calculation of diluted net income (loss) per share attributable to SSI because they were antidilutive; however, certain of these RSU and performance share awards could be dilutive in the future. Net income attributable to noncontrolling interests is deducted from (loss) income (loss) from continuing operations to arrive at (loss) income (loss) from continuing operations attributable to SSIRadius shareholders for the purpose of calculating (loss) income (loss) per share from continuing operations attributable to SSI. Loss per share from discontinued operations attributable to SSI is presented separately in the Consolidated Statements of Operations.Radius shareholders. See Note 1617 - Net (Loss) Income (Loss) Per Share for further detail.

Use of Estimates

The preparation of the Company’s Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and reported amounts of revenue and expenses during the reporting period. Examples include revenue recognition; the allowance for doubtful accounts;credit losses; estimates of contingencies, including environmental liabilities and other legal liabilities; goodwill, long-lived asset and indefinite-lived intangible asset valuation; valuation of equity method and cost method investments; valuation of certain share-based awards; other asset valuation; inventory measurement and valuation; pension plan assumptions; and the assessment of the valuation of deferred income taxes and income tax contingencies. Actual results may differ from estimated amounts.


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73 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017

Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS



Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents, accounts receivable and notes and other contractual receivables from suppliers.derivative financial instruments. The majority of cash and cash equivalents is maintained with major financial institutions. Balances with these and certain other institutions exceeded the Federal Deposit Insurance Corporation insured amount of $250,000$250 thousand as of August 31, 2017.2023. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically diverse customers make up the Company’s customer base. The Company controls credit risk through credit approvals, credit limits, credit insurance, letters of credit or other collateral, cash deposits, and monitoring procedures. The Company is exposed to a residual credit risk with respect to open letters of credit by virtue of the possibility of the failure of a bank providing a letter of credit. The Company had $48 million and $40 million of open letters of credit as of August 31, 2017 and 2016, respectively.counterparties to the Company's derivative financial instruments are major financial institutions.

Note 3 - Recent Accounting Pronouncements

In May 2014, an accounting standard update wasAugust 2023, the Financial Accounting Standards Board issued thatAccounting Standards Update (“ASU”) 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement, which clarifies the principlesbusiness combination accounting for recognizing revenuejoint venture formations. The amendments in the ASU seek to reduce diversity in practice that has resulted from contracts with customers.a lack of authoritative guidance regarding the accounting for the formation of joint ventures in separate financial statements. The update will supersede the existing standard for recognizing revenue. Additional updates have been issued since May 2014 amending aspects ofamendments also seek to clarify the initial update and providing implementation guidance.measurement of joint venture net assets, including businesses contributed to a joint venture. The guidance is applicable to all contracts with customers regardlessentities involved in the formation of industry-specific or transaction-specific fact patterns. Further, the guidance requires improved disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized.a joint venture. The standard isamendments are effective for the Company beginning in the Company’s fiscal 2019, including interim periods within that fiscal year. Upon becoming effective, an entity may adopt2025 and are applied prospectively to all joint venture formations with a formation date on or after January 1, 2025. Early adoption and retrospective application of the standard either retrospectively to each prior reporting period presented, or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application.amendments are permitted. The Company is in the process of examining its current revenue streams and significant contracts with customers under the requirementsdoes not expect adoption of the new standard and, based on the progress of this examinationguidance to date, does not believe the standard will have a material impact on its financial position, net income or cash flows. The Company is currently examining certain scrap metal purchase and sale arrangements to determine if it is the principal or the agent in the transaction under the new guidance, the outcome of which could result in a different classification of the cost of scrap metal purchased compared to the Company's treatment under the existing revenue standard. The Company is also analyzing the expanded disclosure requirements under the new standard, the method of adoption, and potential changes to its accounting policies, processes, systems and internal controls that may be required to support the new standard.

In January 2016, an accounting standard update was issued that amends certain aspects of the reporting model for financial instruments. Most prominent among the amendments is the requirement for equity investments, with certain exceptions including those accounted for under the equity method of accounting, to be measured at fair value with changes in fair value recognized in net income. An entity may choose to measure equity investments that do not have readily determinable fair values, such as certain cost method investments, at cost minus impairment, plus or minus changes resulting from observable price changes. The amendments also require a qualitative assessment to identify impairment of equity investments without readily determinable fair values. The standard is effective for the Company beginning in fiscal 2019, including interim periods within that fiscal year. The Company is evaluating the impact of adopting this standard on its consolidated financial position, results of operationsstatements and cash flows.disclosures.

In February 2016, an accounting standard was issued that will supersede the existing lease standard and requiring a lessee to recognize a lease liability and a lease asset on its balance sheet for all leases, including those classified as operating leases under the existing lease standard. The update also expands the required quantitative and qualitative disclosures surrounding leases. This standard is effective for the Company beginning in fiscal 2020, including interim periods within that fiscal year. This standard will be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The Company is in the process of identifying its population of leases within the scope of the new accounting standard and documenting salient lease terms to support the initial and subsequent measurement of lease liabilities and lease assets. The Company is evaluating the impact of adopting this standard on its financial position, results of operations, cash flows and disclosures.
In March 2016, an accounting standard update was issued that amends several aspects of the accounting for share-based payments, including accounting for income taxes, forfeitures and statutory tax withholding requirements, and classification within the statement of cash flows. The standard is effective for the Company beginning in fiscal 2018, including interim periods within that fiscal year. The Company does not expect adoption to have an immediate material impact on its consolidated financial position, results of operations and cash flows.
In August 2016, an accounting standard update was issued that addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows. Among the cash flow matters addressed in the update are payments for costs related to debt prepayments or extinguishments, payments related to settlement of certain types of debt instruments, payments of contingent

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


consideration made after a business combination, proceeds from insurance claims and corporate-owned life insurance policies, and distributions received from equity method investees, among others. The standard is effective for the Company beginning in the first quarter of fiscal 2019, including interim periods within that fiscal year. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period, and all of the amendments must be adopted together in the same period. The amendments will be applied using a retrospective transition method to each period presented, unless impracticable for specific cash flow matters, in which case the amendments would be applied prospectively as of the earliest date practicable. The Company is evaluating the impact of adopting this standard on its consolidated statement of cash flows.
In October 2016, an accounting standard update was issued that amends the existing guidance on the accounting for the income tax effects of intra-entity transfers of assets other than inventory. Current accounting standards prohibit the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The amendments in the update require that entities recognize the income tax effects of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments do not change accounting standards for the pre-tax effects of an intra-entity asset transfer under accounting standards applicable to consolidation, or for an intra-entity transfer of inventory. The standard is effective for the Company beginning in fiscal 2019, including interim periods within that fiscal year. Early adoption is permitted in the first interim period of a fiscal year. The amendments will be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is evaluating the impact of adopting this standard on its consolidated financial position, results of operations and cash flows.
In March 2017, an accounting standard update was issued that modifies the presentation requirements for net periodic pension cost and net periodic postretirement benefit cost within an entity's income statement. The amendments in the update require that an employer report the service cost component in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The amendments also require the other components of net periodic pension cost and net periodic postretirement benefit cost to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. Additionally, only the service cost component is eligible for capitalization, when applicable. The standard is effective for the Company beginning in fiscal 2019, including interim periods within that fiscal year. Early adoption is permitted beginning with the first quarter of fiscal 2018. Aspects of the update affecting income statement presentation must be applied retrospectively, while aspects affecting the capitalization of the service cost component in assets must be applied prospectively on and after the effective date. The Company is evaluating the impact of adopting this standard on its consolidated financial position, results of operations and cash flows.

Note 4 - Inventories

Inventories consisted of the following as of August 31 (in thousands):

 

 

2023

 

 

2022

 

Processed and unprocessed scrap metal

 

$

143,986

 

 

$

166,368

 

Semi-finished goods

 

 

9,959

 

 

 

20,009

 

Finished goods

 

 

60,348

 

 

 

72,625

 

Supplies

 

 

64,349

 

 

 

56,187

 

Inventories

 

$

278,642

 

 

$

315,189

 

 2017 2016
Processed and unprocessed scrap metal$88,441
 $49,061
Semi-finished goods (billets)3,243
 8,320
Finished goods40,462
 40,646
Supplies34,796
 34,945
Inventories$166,942
 $132,972


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Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 5 - Leases

The Company’s operating leases for real property underlying certain auto parts stores, metals recycling facilities, and administrative offices generally have non-cancellable lease terms of 5 to 10 years, and the significant majority contain multiple renewal options for a further 5 to 20 years. Renewal options which the Company is reasonably certain to exercise are included in the measurement of lease term. The Company’s finance leases and other operating leases involve primarily transportation equipment assets, have non-cancellable lease terms of less than 10 years and usually do not include renewal options.

The Company’s fiscal 2023 total lease cost was $38 million, consisting primarily of operating lease expense of $25 million and short-term lease expense of $10 million. The Company’s fiscal 2022 total lease cost was $36 million, consisting primarily of operating lease expense of $25 million and short-term lease expense of $10 million. The Company’s fiscal 2021 total lease cost was $30 million, consisting primarily of operating lease expense of $24 million and short-term lease expense of $5 million. The other components of the Company’s total lease cost for each of fiscal 2023, 2022 and 2021, including finance lease amortization and interest expense, variable lease expense, and sublease income, were not material both individually and in aggregate. The substantial majority of the Company’s total lease cost for each of fiscal 2023, 2022, and 2021 is presented within cost of goods sold in the Consolidated Statements of Operations.

Finance lease assets and liabilities consisted of the following as of August 31 (in thousands):

 

 

Balance Sheet Classification

 

2023

 

 

2022

 

Assets:

 

 

 

 

 

 

 

 

Finance lease right-of-use assets(1)

 

Property, plant and equipment, net

 

$

6,340

 

 

$

4,861

 

Liabilities:

 

 

 

 

 

 

 

 

Finance lease liabilities - current

 

Short-term borrowings

 

$

2,227

 

 

$

1,736

 

Finance lease liabilities - noncurrent

 

Long-term debt, net of current maturities

 

 

4,973

 

 

 

4,158

 

Total finance lease liabilities

 

 

 

$

7,200

 

 

$

5,894

 


(1)
Presented net of accumulated amortization of $6 million and $4 million as of August 31, 2023 and 2022, respectively.

The weighted average remaining lease terms and weighted average discount rates for the Company’s leases as of August 31:

 

 

2023

 

 

2022

 

 

 

Weighted Average
Remaining Lease
Term (Years)

 

 

Weighted Average
Discount Rate

 

 

Weighted Average
Remaining Lease
Term (Years)

 

 

Weighted Average
Discount Rate

 

Operating leases

 

 

9.2

 

 

 

3.73

%

 

 

9.5

 

 

 

3.36

%

Finance leases

 

 

4.3

 

 

 

6.10

%

 

 

4.5

 

 

 

7.17

%


Maturities of lease liabilities by fiscal year as of August 31, 2023 were as follows (in thousands):

Year Ending August 31,

 

Finance Leases

 

 

Operating Leases

 

2024

 

$

2,558

 

 

$

23,768

 

2025

 

 

1,746

 

 

 

19,391

 

2026

 

 

1,262

 

 

 

15,503

 

2027

 

 

1,103

 

 

 

13,546

 

2028

 

 

939

 

 

 

10,901

 

Thereafter

 

 

445

 

 

 

55,434

 

Total lease payments

 

 

8,053

 

 

 

138,543

 

Less amounts representing interest

 

 

(853

)

 

 

(22,622

)

Total lease liabilities

 

 

7,200

 

 

 

115,921

 

Less current maturities

 

 

(2,227

)

 

 

(19,835

)

Lease liabilities, net of current maturities

 

$

4,973

 

 

$

96,086

 

75 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Supplemental cash flow information and non-cash activity related to leases are as follows (in thousands):

 

 

Year Ended August 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

Operating cash flows for operating leases

 

$

25,414

 

 

$

25,351

 

 

$

24,154

 

Operating cash flows for finance leases

 

$

393

 

 

$

403

 

 

$

498

 

Financing cash flows for finance leases

 

$

2,049

 

 

$

1,483

 

 

$

1,332

 

Lease liabilities arising from obtaining right-of-use assets(1):

 

 

 

 

 

 

 

 

 

Operating leases

 

$

15,279

 

 

$

12,000

 

 

$

8,325

 

Finance leases

 

$

3,596

 

 

$

534

 

 

$

445

 

(1)
Amounts include new leases and adjustments to lease balances as a result of remeasurement.

Note 5 –6 - Property, Plant and Equipment, net

Property, plant and equipment, net consisted of the following as of August 31 (in thousands):

 

 

2023

 

 

2022

 

Machinery and equipment

 

$

952,480

 

 

$

875,904

 

Land and improvements

 

 

345,584

 

 

 

324,453

 

Buildings and leasehold improvements

 

 

169,940

 

 

 

148,634

 

Enterprise resource planning (ERP) systems

 

 

18,898

 

 

 

18,945

 

Office equipment and other software licenses

 

 

31,195

 

 

 

30,797

 

Construction in progress

 

 

90,939

 

 

 

120,419

 

Property, plant and equipment, gross

 

 

1,609,036

 

 

 

1,519,152

 

Less accumulated depreciation

 

 

(902,231

)

 

 

(855,032

)

Property, plant and equipment, net(1)

 

$

706,805

 

 

$

664,120

 

(1)
Property, plant and equipment, net included $21 million and $22 million as of August 31, 2023 and 2022, respectively, related to the Company’s Canadian operations.
 2017 2016
Machinery and equipment$683,364
 $659,641
Land and improvements260,854
 245,266
Buildings and leasehold improvements111,077
 104,121
Office equipment48,517
 49,924
ERP systems17,884
 17,735
Construction in progress25,427
 31,098
Property, plant and equipment, gross1,147,123
 1,107,785
Less: accumulated depreciation(756,494) (714,965)
Property, plant and equipment, net$390,629
 $392,820

Depreciation expense for property, plant and equipment, which includes amortization expense for finance lease right-of-use assets, under capital leases, was $49$84 million, $5372 million, and $66$58 million for the years ended August 31, 2017, 20162023, 2022, and 2015,2021, respectively. Depreciation expenseSee Note 5 - Leases for additional disclosure on finance leases. Interest cost related to the construction of $1qualifying assets capitalized as part of the construction costs was $4 million was reported within discontinued operations for the year ended August 31, 2015. No depreciation expense was reported within discontinued operations2023, and $2 million for each of the years ended August 31, 20172022 and 2016.2021.

Note 7 - Business Acquisitions

Fiscal 2023 Business Acquisition

On November 18, 2022, the Company used cash on hand and borrowings under existing credit facilities to acquire the operating assets of ScrapSource, a recycling services company that provides solutions for industrial companies that generate scrap metal from their manufacturing process. The acquired business expands the Company's national recycling services operations, giving rise to expected benefits supporting the amount of acquired goodwill. The transaction qualified as a business combination for accounting purposes, which involves application of the acquisition method described in Accounting Standards Codification Topic 805, Business Combinations, and summarized in “Business Acquisitions” in Note 2 - Summary of Significant Accounting Policies. The total purchase consideration was approximately $25 million. As of the date of this report, measurement of the fair values of certain assets acquired and liabilities assumed is still preliminary and subject to change based on the completion of valuation procedures.

76 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the fair values of the assets acquired and liabilities assumed by the Company as of the November 18, 2022 acquisition date (in thousands):

Operating lease right-of-use assets

 

$

466

 

Goodwill(1)

 

 

13,105

 

Other intangible assets

 

 

11,955

 

Other assets

 

 

9

 

Total assets acquired

 

 

25,535

 

Operating lease liability

 

 

466

 

Total liabilities assumed

 

 

466

 

Net assets acquired

 

$

25,069

 

(1)
All of the provisional amount of acquired goodwill is tax deductible.

The following table summarizes the provisional purchase price allocation to the identifiable intangible assets and their estimated useful lives as of the November 18, 2022 acquisition date (in thousands):

 

 

 

 

 

Useful Life

Supplier relationships

 

$

10,375

 

 

6

Non-compete intangible assets

 

 

1,360

 

 

5

Customer relationships

 

 

220

 

 

6

 

 

$

11,955

 

 

 

The results of operations for the acquired ScrapSource business beginning as of the November 18, 2022 acquisition date are included in the accompanying consolidated financial statements. For the fiscal year ended August 31, 2023, the revenues and net income contributed by the acquired ScrapSource business and reported in the Consolidated Statements of Operations were not material to the financial statements taken as a whole.

Fiscal 2022 Business Acquisitions

On October 1, 2021, the Company used cash on hand and borrowings under existing credit facilities to acquire eight metals recycling facilities across Mississippi, Tennessee, and Kentucky from Columbus Recycling, a provider of recycled ferrous and nonferrous metal products and recycling services. Combined with the Company’s regional metals recycling facilities in Georgia, Alabama, and Tennessee, the acquired operations offer additional recycling products, services, and logistics solutions to customers and suppliers across the Southeast, giving rise to expected benefits supporting the amount of acquired goodwill. The total purchase consideration of $117 million was allocated to the assets acquired and liabilities assumed based on their respective estimated fair values on the date of the acquisition. The results of operations for the acquired Columbus Recycling business beginning as of the October 1, 2021 acquisition date are included in the accompanying consolidated financial statements.

On April 29, 2022, the Company used cash on hand and borrowings under existing credit facilities to acquire two recycling facilities in the greater Atlanta, Georgia metropolitan area, including a metal shredding operation and recycled auto-parts center from the previous owners of Encore Recycling. Combined with the Company’s existing regional metals recycling facilities and recycled auto-parts centers, the acquired operations offer additional recycling products, services, and logistics solutions to customers and suppliers across portions of the Southeast, giving rise to expected benefits supporting the amount of acquired goodwill. The total purchase consideration of $64 million was allocated to the assets acquired and liabilities assumed based on their respective estimated fair values on the date of the acquisition. The results of operations for the acquired Encore Recycling business beginning as of the April 29, 2022 acquisition date are included in the accompanying consolidated financial statements.

77 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The following table summarizes the aggregate fair values of the assets acquired and liabilities assumed by the Company in the fiscal 2022 business acquisitions as of their respective acquisition dates (in thousands):

 

 

Columbus Recycling

 

 

Encore Recycling

 

 

 

October 1, 2021

 

 

April 29, 2022

 

Cash

 

$

325

 

 

$

 

Accounts receivable

 

 

22,763

 

 

 

10,356

 

Inventories

 

 

10,060

 

 

 

4,325

 

Other current assets

 

 

255

 

 

 

15

 

Property, plant and equipment

 

 

13,491

 

 

 

25,027

 

Operating lease right-of-use assets

 

 

254

 

 

 

402

 

Goodwill(1)

 

 

65,203

 

 

 

21,423

 

Other intangible assets

 

 

19,741

 

 

 

4,809

 

Total assets acquired

 

 

132,092

 

 

 

66,357

 

Current liabilities

 

 

11,828

 

 

 

1,323

 

Other liabilities

 

 

3,350

 

 

 

1,091

 

Total liabilities assumed

 

 

15,178

 

 

 

2,414

 

Net assets acquired

 

$

116,914

 

 

$

63,943

 

(1)
Approximately $62 million and $20 million of the amount of acquired goodwill for Columbus Recycling and Encore Recycling, respectively, are tax deductible.

The following table summarizes the purchase price allocation to the identifiable intangible assets of Columbus Recycling and Encore Recycling combined and their estimated useful lives as of their respective acquisition dates (in thousands):

 

 

Columbus Recycling

 

Encore Recycling

 

 

 

 

 

Useful Life

 

 

 

Useful Life

Supplier relationships

 

$

17,245

 

 

7

 

$

3,679

 

7

Customer relationships

 

 

2,496

 

 

7

 

 

1,130

 

7

 

 

$

19,741

 

 

 

 

$

4,809

 

 

Unaudited Pro Forma Information

The following unaudited pro forma information presents the effect on the consolidated financial results of the Company of the Columbus Recycling and Encore Recycling businesses acquired during fiscal 2022 as though the businesses had been acquired as of the beginning of fiscal 2021 (in thousands):

 

 

Year Ended August 31,

 

 

 

2022

 

 

2021

 

Revenues

 

$

3,566,000

 

 

$

2,989,000

 

Net income

 

$

184,500

 

 

$

179,000

 

Net income attributable to Radius shareholders

 

$

181,000

 

 

$

174,500

 

There are no individually material, nonrecurring pro forma adjustments directly attributable to the business combinations included in these pro forma revenues and earnings.

The information included in the pro forma amounts is derived from historical information obtained from the sellers of the businesses. These pro forma results are not necessarily indicative of what actual results would have been had these acquisitions occurred as of the beginning of fiscal 2021. In addition, the pro forma results are not intended to be a projection of future results and do not reflect any synergies that may be achieved from combining operations.

For the fiscal years ended August 31, 2023 and 2022, the unaudited pro forma amounts of revenues and net income of the ScrapSource business acquired during fiscal 2023 were not material to the consolidated financial statements taken as a whole and, therefore, are not included in the tabular disclosure of unaudited pro forma information above.

78 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 6 –8 - Goodwill and Other Intangible Assets, net

The Company evaluates goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. In the second quarter of fiscal 2015, management identified the combination of a significant further weakening in market conditions at such time, continued constrained supply of raw materials due to the lower price environment which negatively impacted volumes, the planned idling or closure of certain production facilities and retail stores, the Company’s financial performance and a decline in the Company’s market capitalization during the first half of fiscal 2015 as a triggering event requiring an interim impairment test of goodwill allocated to its reporting units, which resulted in impairment of the remaining carrying amount of a reporting unit's goodwill totaling $141 million. The impairment charge is reported within the results of AMR in this report.
In the second quarter of fiscal 2016, management identified the combination of sustained weak market conditions at such time, including the adverse effects of lower commodity selling prices and the constraining impact of the lower price environment on the supply of raw materials which negatively impacted volumes, the Company’s financial performance and a decline in the Company’s market capitalization at such time as a triggering event requiring an interim impairment test of goodwill allocated to its reporting units, which resulted in impairment of the entire carrying amount of goodwill allocated to a reporting unit within AMR totaling $9 million.

Goodwill

In the fourth quarter of fiscal 2017,2023, the Company performed the annual goodwill impairment test as of July 1, 2017.2023. As of the testing date, the balance of the Company'sCompany’s goodwill was $269 million, which was allocated among four reporting units. All of $167the approximately $13 million wasof goodwill carried by one of the reporting units, a single reporting unit within AMR.recycling services operation, related to the business acquisition that was completed in fiscal 2023. The Company elected to first assess qualitative factors to determine whether the existence of events or circumstances led to a determination that it was more likely than not that the estimated fair value of the reporting unit was less than its carrying amount. As a result ofperform the qualitative assessment the Companyfor this reporting unit and concluded that it was not more likely than not that the fair value of the reporting unit was less than its carrying valuevalue. The remaining $256 million of goodwill as of the testing date was allocated among three reporting units, which consist of two regional metals recycling operations and therefore,the Company's network of auto parts stores. Based primarily on the respective financial and operational performance of each of these three reporting units and the Company overall, as well as the year-over-year decrease in the Company’s market capitalization as of the testing date, the Company elected to not perform the qualitative assessment and to proceed directly to the quantitative impairment test for goodwill allocated to the three reporting units to identify potential impairment and measure an impairment loss, if necessary. The quantitative impairment test entails estimating the fair value of each reporting unit with allocated goodwill and comparing it to the reporting unit’s carrying amount. The Company records the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, if any, not to exceed the total amount of goodwill allocated to that reporting unit.

The Company estimated the fair value of the two metals recycling reporting units and the autos reporting unit subject to the quantitative impairment test as of July 1, 2023 using an income approach based on the present value of expected future cash flows, including terminal value, utilizing a market-based WACC determined separately for each reporting unit. The determination of fair value under this income approach involves the use of estimates and assumptions, including revenue growth rates driven by future ferrous and nonferrous commodity price and sales volume expectations, gross margins, selling, general, and administrative expense relative to total revenues, capital expenditures, working capital requirements, discount rate (WACC), tax rate, terminal growth rate, benefits associated with a taxable transaction, and synergistic benefits available to market participants. In addition, to corroborate each reporting unit’s income approach valuation, as well as to estimate the fair value of the Company’s other reporting units, including those with no furtherallocated goodwill, the Company used a market approach based on earnings multiple data, and it performed a reconciliation of its estimate of the aggregate fair value of all reporting units to the Company’s market capitalization, including consideration of a control premium.

For one of the metals recycling reporting units and the autos reporting unit subject to the quantitative impairment testingtest, the estimated fair value of the reporting unit exceeded its carrying amount by approximately 24% and 33%, respectively, as of July 1, 2023. For the other metals recycling reporting unit, the estimated fair value of the reporting unit was required.

less than its carrying amount, resulting in a partial impairment of goodwill of $39 million. The projections used in the income approach for the metals recycling and autos reporting units took into consideration, as applicable, the impact of recent and current market conditions for ferrous and nonferrous recycled metals and retail auto parts, the cost of obtaining adequate supply flows of scrap metal including end-of-life vehicles, and recent trends in production and other operating costs. The projections assumed a recovery of operating margins from the levels experienced around the time of the July 1, 2023 measurement date over a multi-year period. The WACC rate used in the income approach valuation for the two metals recycling reporting units was 13.68%, and the WACC rate used for the autos reporting unit was 13.62%. The terminal growth rate used for all three reporting units was 2%. A reporting-unit-specific risk premium is embedded in the WACC to reflect the perceived level of uncertainty inherent in each reporting unit's expected future cash flows.

The Company reconciled its market capitalization to the aggregated estimated fair value of all reporting units, including consideration of a control premium representing the estimated amount a market participant would pay to obtain a controlling interest in the Company. The implied control premium resulting from the difference between (i) the Company's market capitalization (based on the average trading price of the Company's Class A common stock for the two-week period ended July 1, 2023) increased by the estimated fair value of noncontrolling interests and (ii) the higher aggregated estimated fair value of all reporting units was within the historical range of average and mean premiums observed for historical transactions within the steel-making, scrap processing, and metals industries. The Company identified specific reconciling items, including market participant synergies, tax amortization benefits, and benefits from in-process technology investments, which supported the implied control premium as of July 1, 2023.

79 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The gross changeschange in the carrying amount of goodwill by reportable segment for the years ended August 31, 20172023 and 2016 were2022 was as follows (in thousands):

 

 

Goodwill

 

Balance as of September 1, 2021

 

$

170,304

 

Additions(1)

 

 

84,040

 

Measurement period adjustments(2)

 

 

1,657

 

Foreign currency translation adjustment

 

 

(803

)

Balance as of August 31, 2022

 

 

255,198

 

Additions(1)

 

 

14,759

 

Measurement period adjustments(2)

 

 

(725

)

Impairments

 

 

(39,270

)

Foreign currency translation adjustment

 

 

(543

)

Balance as of August 31, 2023

 

$

229,419

 

(1)
Additions to goodwill in fiscal 2022 relate to the Columbus Recycling and Encore Recycling businesses acquired on October 1, 2021 and April 29, 2022, respectively. Additions to goodwill in fiscal 2023 relate to the ScrapSource business acquired on November 18, 2022. All additions are presented exclusive of measurement period adjustments. See Note 7 - Business Acquisitions.
 AMR
Balance as of August 31, 2015$175,676
Foreign currency translation adjustment16
Goodwill impairment charge(8,845)
Balance as of August 31, 2016166,847
Foreign currency translation adjustment988
Balance as of August 31, 2017$167,835
(2)
Measurement period adjustments in fiscal 2022 relate to the acquired Columbus Recycling and Encore Recycling businesses. Measurement period adjustments in fiscal 2023 relate to the acquired ScrapSource and Encore Recycling businesses.

Accumulated goodwill impairment charges were $471$510 million as of August 31, 20172023 and 2016.

$471 million as of August 31, 2022.

Other Intangible Assets, net

The following table presents the Company’s other intangible assets as of August 31 (in thousands):

 

 

2023

 

 

2022

 

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net

 

 

Gross
Carrying
Amount

 

 

Accumulated
Amortization

 

 

Net

 

Covenants not to compete

 

$

8,756

 

 

$

(4,796

)

 

$

3,960

 

 

$

7,780

 

 

$

(4,442

)

 

$

3,338

 

Supplier relationships

 

 

31,299

 

 

 

(6,720

)

 

 

24,579

 

 

 

20,924

 

 

 

(2,433

)

 

 

18,491

 

Customer relationships

 

 

3,846

 

 

 

(926

)

 

 

2,920

 

 

 

3,626

 

 

 

(381

)

 

 

3,245

 

Indefinite-lived intangibles(1)

 

 

1,081

 

 

 

 

 

 

1,081

 

 

 

1,081

 

 

 

 

 

 

1,081

 

Total

 

$

44,982

 

 

$

(12,442

)

 

$

32,540

 

 

$

33,411

 

 

$

(7,256

)

 

$

26,155

 

(1)
Indefinite-lived intangibles include previously acquired trade names and certain permits and licenses.
 2017 2016
Gross
Carrying
Amount
 
Accumulated
Amortization
 Net 
Gross
Carrying
Amount
 
Accumulated
Amortization
 Net
Covenants not to compete$6,094
 $(3,140) $2,954
 $6,145
 $(2,791) $3,354
Other intangible assets subject to amortization(1)
1,162
 (773) 389
 1,162
 (666) 496
Indefinite-lived intangibles(2)
1,081
 
 1,081
 1,081
 
 1,081
Total$8,337
 $(3,913) $4,424
 $8,388
 $(3,457) $4,931
_____________________________
(1)Other intangible assets subject to amortization include leasehold interests, permits and licenses.
(2)Indefinite-lived intangibles include trade names, permits and licenses, and real property options.

See Note 7 - Business Acquisitions for information regarding intangible assets acquired in business combinations during the years ended August 31, 2023 and 2022. Total intangible asset amortization expense was $1$6 million, $1$3 million, and $2$1 million for the years ended August 31, 2017, 20162023, 2022, and 2015,2021, respectively. Amortization expenseThere were no impairments of less than $1 million was reported within discontinued operations for the year ended August 31, 2015. No amortization expense was reported within discontinued operations for the years ended August 31, 2017 and 2016. Impairments ofamortized intangible assets were immaterial for allrecognized in the periods presented.

The estimated amortization expense, based on current intangible asset balances, during the next five fiscal years and thereafter is as follows (in thousands):

Years Ending August 31,

 

Estimated
Amortization
Expense

 

2024

 

$

6,189

 

2025

 

 

6,116

 

2026

 

 

6,116

 

2027

 

 

6,113

 

2028

 

 

5,667

 

Thereafter

 

 

1,258

 

Total

 

$

31,459

 

80 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Years Ending August 31, 
Estimated
Amortization
Expense
2018 $456
2019 303
2020 274
2021 274
2022 273
Thereafter 1,763
     Total $3,343

Note 79 - Debt

Debt consisted of the following as of August 31 (in thousands):

 

 

2023

 

 

2022

 

Bank revolving credit facilities, interest primarily at SOFR or LIBOR plus a spread

 

$

230,000

 

 

$

230,000

 

Finance lease liabilities

 

 

7,200

 

 

 

5,894

 

Other debt obligations

 

 

12,192

 

 

 

12,668

 

Total debt

 

 

249,392

 

 

 

248,562

 

Less current maturities

 

 

(5,813

)

 

 

(6,041

)

Debt, net of current maturities

 

$

243,579

 

 

$

242,521

 

 2017 2016
Bank revolving credit facilities, interest at LIBOR plus a spread$140,000
 $180,000
Tax-exempt economic development revenue bonds due January 2021, redeemed and repaid in full in September 2016
 7,700
Capital lease obligations due through February 20284,418
 4,053
Other debt obligations706
 765
Total debt145,124
 192,518
Less current maturities(721) (8,374)
Debt, net of current maturities$144,403
 $184,144
The Company's senior secured revolving credit facilities, which provide for revolving loans

On August 22, 2022, the Company and certain of $335 millionits subsidiaries entered into the Third Amendment to the Third Amended and C$15 million mature in April 2021 pursuant to a credit agreement withRestated Credit Agreement (the “Amended Credit Agreement”), by and among Schnitzer Steel Industries, Inc., as the U.S. borrower, Schnitzer Steel Canada Ltd., as the Canadian borrower, Bank of America, N.A., as administrative agent, and other lenders party thereto. Subjectthereto, which amended and restated our previously existing credit agreement (the “Prior Credit Agreement”). The Amended Credit Agreement provides for $800 million and C$15 million in senior secured revolving credit facilities maturing in August 2027. The $800 million credit facility includes a $50 million sublimit for letters of credit, a $25 million sublimit for swing line loans, and a $50 million sublimit for multicurrency borrowings. The Prior Credit Agreement provided for $700 million and C$15 million in senior secured credit facilities maturing in August 2023. The Company incurred $2 million in debt issuance costs in connection with the Amended Credit Agreement, which are amortized to interest expense over the terms and conditionsfive-year term of the agreement, the Company may request that the commitments under the U.S. credit facility be increased by an aggregate amount not exceeding $100 million if certain conditions are met including pre-approval by the lenders and achievement of certain pro forma financial results. As of August 31, 2017 and 2016, borrowings outstanding


71 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


under the credit facilities were $140 million and $180 million, respectively. The weighted average interest rate on amounts outstanding under the credit facilities was 3.48% and 3.01% as of August 31, 2017 and 2016, respectively.
arrangement.

Interest rates on outstanding indebtedness under the credit agreementAmended Credit Agreement are based, at the Company’sour option, on either the London InterbankSecured Overnight Financing Rate (“SOFR”) (or the Canadian Dollar Offered Rate, ("LIBOR")“CDOR” for C$ loans), or the Canadian equivalent, plus a spread of between 1.75%1.25% and 2.75%2.00%, with the amount of the spread based on a pricing grid tied to our ratio of consolidated net funded debt to EBITDA (as defined by the Company’s leverage ratio but no less than 2.50% for the fiscal quarters ended May 31, 2016, August 31, 2016 and November 30, 2016,Amended Credit Agreement), or the greater of (a) the prime rate, (b) the federal funds rate plus 0.50%0.50% or (c) the daily rate equal to one-month LIBORTerm SOFR plus 1.75%1.00%, in each case, plus a spread of between zero0.25% and 1.00%1.00% based on a pricing grid tied to the Company's leverageour consolidated net funded debt to EBITDA ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between 0.20%0.175% and 0.40%0.30% based on a pricing grid tied to our ratio of consolidated net funded debt to EBITDA.

Interest rates on outstanding indebtedness under the Company’s leveragePrior Credit Agreement were based, at our option, on either the London Interbank Offered Rate (“LIBOR”) (or the Canadian equivalent for C$ loans), plus a spread of between 1.25% and 3.50%, with the amount of the spread based on a pricing grid tied to our ratio of consolidated funded debt to EBITDA (as defined by the credit agreement), or the greater of (a) the prime rate, (b) the federal funds rate plus 0.50% or (c) the daily rate equal to one-month LIBOR plus 1.75%, in each case, plus a spread of between 0.00% and 2.50% based on a pricing grid tied to our consolidated funded debt to EBITDA ratio.

In addition, commitment fees were payable on the unused portion of the credit facilities at rates between 0.20% and 0.50% based on a pricing grid tied to our ratio of consolidated funded debt to EBITDA.

As of both August 31, 2023 and 2022, borrowings outstanding under the credit facilities were $230 million. The weighted average interest rate on amounts outstanding under the credit facilities was 7.17% and 3.65% as of August 31, 2023 and 2022, respectively.

The credit agreement contains certainvarious representations and warranties, events of default, and financial and other customary covenants which limit (subject to certain exceptions) the Company’s ability to, among other things, incur or suffer to exist certain liens, make investments, incur or guaranty additional indebtedness, enter into consolidations, mergers, acquisitions, and sales of assets, make distributions and other restricted payments, change the nature of the business, engage in transactions with affiliates, and enter into restrictive agreements, including covenantsagreements that limitrestrict the ability of the Company and its subsidiaries to enter into certain typesmake distributions. As of transactions. FinancialAugust 31, 2023, the financial covenants include covenants requiring maintenance ofunder the credit agreement included (a) a minimumconsolidated fixed charge coverage ratio, defined as the four-quarter rolling sum of consolidated EBITDA less defined maintenance capital expenditures and certain environmental expenditures divided by consolidated fixed charges and (b) a maximumconsolidated leverage ratio, defined as consolidated funded indebtedness divided by the sum of consolidated net worth and a minimum asset coverage ratio.consolidated funded indebtedness. The Company’s obligations under the credit agreement are guaranteed by substantially all of its subsidiaries. The credit facilities and the related guarantees are secured by senior first priority liens on certain of the Company'sCompany’s and its subsidiaries’ assets, including equipment, inventory, and accounts receivable.

As of August 31, 2016, the Company had $8

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

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Other debt obligations, which totaled $12 million of tax-exempt economic development revenue bonds outstanding with the State of Oregon and scheduled to mature in January 2021. In August 2016, the Company exercised its option to redeem the bonds prior to maturity. The Company repaid the bonds in full in September 2016. The obligation is reported as a current liability within short-term borrowings$13 million as of August 31, 2016 on2023 and 2022, respectively, primarily relate to equipment purchases, the Consolidated Balance Sheet, andcontract consideration for which includes an obligation to make future monthly payments to the $8 million repayment is reportedvendor in the form of licensing fees. For accounting purposes, such obligations are treated as a cash outflow frompartial financing activitiesof the purchase price by the equipment vendor. Monthly payments commence when the equipment is placed in service and achieves specified minimum operating metrics, with payments continuing for the fiscal year ended August 31, 2017 on the Consolidated Statementa period of Cash Flows.

four years thereafter.

Principal payments on long-termthe Company’s bank revolving credit facilities and other debt and capital lease obligations during the next five fiscal years and thereafter are as follows (in thousands):

Year Ending August 31,

 

Credit Facilities

 

 

Other Debt Obligations

 

2024

 

$

 

 

$

3,586

 

2025

 

 

 

 

 

2,449

 

2026

 

 

 

 

 

2,564

 

2027

 

 

230,000

 

 

 

2,687

 

2028

 

 

 

 

 

693

 

Thereafter

 

 

 

 

 

213

 

Total

 

$

230,000

 

 

$

12,192

 

Year Ending August 31, 
Long-Term
Debt
 
Capital
Lease
Obligations
 Total
2018 $41
 $1,169
 $1,210
2019 153
 1,043
 1,196
2020 92
 1,022
 1,114
2021 140,050
 885
 140,935
2022 53
 753
 806
Thereafter 317
 1,824
 2,141
Total 140,706
 6,696
 147,402
Amounts representing interest and executory costs 
 (2,278) (2,278)
Total less interest $140,706
 $4,418
 $145,124

See Note 5 - Leases for additional disclosure on finance lease obligations, including payments during the next five fiscal years and thereafter. The Company maintains stand-by letters of credit to provide for certain obligations including workers’ compensation and performance bonds. The Company had $10$8 million outstanding under these arrangements as of both August 31, 20172023 and $16 million as of August 31, 2016.2022.

The Company also had an unsecured, uncommitted $25 million credit line with Wells Fargo Bank, N.A. that expired on April 1, 2016.

Note 8 - Discontinued Operations
In fiscal 2015, the Company ceased operations at seven auto parts stores, six of which qualified for discontinued operations reporting. The operations of the six qualifying stores had previously been reported within the AMR segment. In fiscal 2016 and 2015, the Company recorded impairment charges and accelerated depreciation of $1 million and $3 million , respectively, on the long-lived assets of discontinued auto parts stores. Impaired assets in fiscal 2016 consisted primarily of capital lease assets associated with the buildings on two leased properties.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Operating results of discontinued operations were comprised of the following for the years ended August 31 (in thousands):
 2017 2016 2015
Revenues$
 $
 $8,263
      
Loss from discontinued operations before income taxes$(390) $(1,348) $(7,227)
Income tax expense
 
 
Loss from discontinued operations, net of tax$(390) $(1,348) $(7,227)

Note 9 –10 - Commitments and Contingencies

Commitments
The Company leases a portion of its capital equipment and certain of its facilities under leases that expire at various dates through fiscal 2047. The majority of the Company's facility lease agreements include renewal options and rent escalation clauses. Rent expense was $25 million, $24 million and $26 million for fiscal 2017, 2016 and 2015, respectively.
The table below sets forth the Company’s future minimum obligations under non-cancelable operating leases as of August 31, 2017 (in thousands):
Year Ending August 31, 
Operating
Leases
2018 $19,572
2019 16,824
2020 13,333
2021 7,894
2022 5,317
Thereafter 22,410
Total $85,350

Contingencies - Environmental

Changes in the Company’s environmental liabilities for the years ended August 31, 20172023 and 20162022 were as follows (in thousands):

Balance as of
September 1, 2021

 

 

Liabilities
Established
(Released), Net

 

 

Payments and
Other

 

 

Ending Balance
August 31, 2022

 

 

Liabilities
Established
(Released), Net

 

 

Payments and
Other

 

 

Ending Balance
August 31, 2023

 

 

Current
Liability

 

 

Noncurrent Liability

 

$

77,128

 

 

$

12,839

 

 

$

(21,467

)

 

$

68,500

 

 

$

10,697

 

 

$

(12,420

)

 

$

66,777

 

 

$

13,743

 

 

$

53,034

 

Balance 8/31/2015 Liabilities Established
(Released),
Net
 Payments and Other Ending Balance 8/31/2016 
Liabilities Established
(Released),
Net
 Payments and Other 
Ending
Balance 8/31/2017
 Short-Term Long-Term
$46,793
 $480
 $(923) $46,350
 $2,560
 $(512) $48,398
 $2,007
 $46,391

As of August 31, 2023 and 2022, the Company had environmental liabilities of $67 million and $69 million, respectively, for the potential remediation of locations where it has conducted business or has environmental liabilities from historical or recent activities. These liabilities relate to the investigation and potential remediation of waterways and soil and groundwater contamination and may also involve natural resource damages, governmental fines and penalties, and claims by third parties for personal injury and property damage. Except for Portland Harbor

and certain liabilities discussed under “Other Legacy Environmental Loss Contingencies” below, such liabilities were not individually material at any site.

Portland Harbor

In December 2000, the Company was notified by the United States Environmental Protection Agency (“EPA”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) that it is one of the potentially responsible parties (“PRPs”) that own or operate or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site (the “Site”(“Portland Harbor”).

The precise nature and extent of any cleanup of the Site,any specific areas within Portland Harbor, the parties to be involved, the timing of any specific remedial action and the allocation of the costs for any cleanup among responsible parties have not yet been determined. The process of site investigation, remedy selection, identification of additional PRPs, and allocation of costs has been underway for a number of years, but significant uncertainties remain. It is unclear to what extent the Company will be liable for environmental costs or natural resource damage claims or third partythird-party contribution or damage claims with respect to the Site.

While the Company participated in certain preliminary Site study efforts, it was not partyPortland Harbor.

From 2000 to the consent order entered into by2017, the EPA with certain other PRPs, referred to as the “Lower Willamette Group” (“LWG”), foroversaw a remedial investigation/feasibility study (“RI/FS”). During fiscal 2007, at Portland Harbor. The Company was not among the Company and certain other parties agreedthat performed the RI/FS, but it contributed to the costs through an interim settlement with the LWG under which the Company made a cash contribution to the LWG RI/FS.performing parties. The LWG hasperforming parties have indicated that it hadthey incurred over $115more than $155 million in investigation-related costs over an approximately 10 year period working on the RI/FS. Following submittal of draft RI and FS documents which the EPA largely rejected, the EPA took over the RI/FS process.


73that effort.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In January 2017,



Table the EPA issued a Record of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Decision (“ROD”) that identified the selected remedy for Portland Harbor. The EPA has estimated the total cost of the selected remedy at $1.7 billion with a net present value cost of $1.05 billion (at a 7% discount rate) and an estimated construction period of 13 years following completion of the remedial designs. In the ROD, the EPA stated that the cost estimate is an order-of-magnitude engineering estimate that is expected to be within +50% to -30% of the actual project cost and that changes in the cost elements are likely to occur as a result of new information and data collected during the engineering design. Accordingly, the final cost may differ materially from that set forth in the ROD. The Company has identified a number of concerns regarding the remedy described in the ROD, which is based on data that is more than 15 years old, and the EPA’s estimates for the costs and time required to implement the selected remedy. Moreover, the ROD provided only Portland Harbor site-wide cost estimates and did not provide sufficient detail to estimate costs for specific sediment management areas within Portland Harbor. In addition, the ROD did not determine or allocate the responsibility for remediation costs among the PRPs.

In the ROD, the EPA acknowledged that much of the data was more than a decade old at that time and would need to be updated with a new round of “baseline” sampling to be conducted prior to the remedial design phase. The remedial design phase is an engineering phase during which additional technical information and data are collected, identified, and incorporated into technical drawings and specifications developed for the subsequent remedial action. Following issuance of the ROD, the EPA proposed that the PRPs, or a subgroup of PRPs, perform the additional investigative work in advance of remedial design.

In December 2017, the Company and three other PRPs entered into an Administrative Settlement Agreement and Order on Consent with the EPA to perform such pre-remedial design investigation and baseline sampling over a two-year period. The report analyzing the results concluded that Portland Harbor conditions have improved substantially since the data forming the basis of the ROD was collected. The EPA found with a few limited corrections that the new baseline data is of suitable quality and stated that such data will be used, in addition to existing and forthcoming design-level data, to inform implementation of the ROD. However, the EPA did not agree that the data or the analysis warranted a change to the remedy at this time and reaffirmed its commitment to proceed with remedial design. The Company and other PRPs disagree with the EPA’s position on use of the more recent data and will continue to pursue limited, but critical, changes to the selected remedy for Portland Harbor during the remedial design phase.

The EPA encouraged PRPs to step forward (individually or in groups) to enter into consent agreements to perform remedial design in various project areas covering Portland Harbor. While certain PRPs executed consent agreements for remedial design work, because of the EPA’s refusal to date to modify the remedy to reflect the most current data on Portland Harbor conditions and because of concerns with the terms of the consent agreement, the Company elected not to enter into a consent agreement. In April 2020, the EPA issued a unilateral administrative order (“UAO”) to the Company and MMGL, LLC (“MMGL”), an unaffiliated company, for the remedial design work in a portion of Portland Harbor designated as the River Mile 3.5 East Project Area. As required by the UAO, the Company notified the EPA of its intent to comply while reserving all of its sufficient cause defenses. Failure to comply with a UAO, without sufficient cause, could subject the Company to significant penalties or treble damages. Pursuant to the optimized remedial design timeline set forth in the UAO, the EPA’s expected schedule for completion of the remedial design work was four years. At the time it issued the UAO in April 2020, the EPA estimated the cost of the work at approximately $4 million. The Company has agreed with the other respondent to the UAO, MMGL, that the Company will lead the performance and be responsible for a portion of the costs of the work for remedial design under the UAO and also entered into an agreement with another PRP pursuant to which such other PRP has agreed to fund a portion of the costs of such work. These agreements are not an allocation of liability or claims associated with Portland Harbor as between the respondents or with respect to any third party. As of August 31, 2023 and 2022, the Company had $1 million and $3 million, respectively, in environmental reserves related to this matter. The Company has insurance policies and Qualified Settlement Funds (“QSFs”) pursuant to which the Company is being reimbursed for the costs it has incurred for remedial design. See further discussion of the QSFs below in this Note. As of both August 31, 2023 and 2022, the Company had insurance and other receivables in the same amount as the environmental reserves for such remedial design work under the UAO. See “Other Assets” in Note 2 – Summary of Significant Accounting Policies for further discussion of insurance and other related receivables. The Company also expects to pursue in the future allocation or contribution from other PRPs for a portion of such remedial design costs. In February 2021, the EPA announced that 100 percent of Portland Harbor’s areas requiring active cleanup are in the remedial design phase of the process.

Except for certain early action projects in which the Company is not involved, remediation activities at Portland Harbor are not expected to commence for a number of years. Moreover, those activities are expected to be sequenced, and the order and timing of such sequencing has not been determined. In addition, as noted above, the ROD does not determine the allocation of costs among PRPs.

The Company has joined with approximately 100 other PRPs, including the LWG members,RI/FS performing parties, in a voluntary process to establish an allocation of costs at the Site,Portland Harbor, including the costs incurred by the LWG in the RI/FS, process.ongoing remedial design costs, and future remedial action costs. The LWG members have also commenced federal court litigation, which has been stayed, seeking to bring additional parties intoCompany expects the next major stage of the allocation process to proceed in parallel with the remedial design process.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In Januaryaddition to the remedial action process overseen by the EPA, the Portland Harbor Natural Resource Trustee Council (“Trustee Council”) is assessing natural resource damages at Portland Harbor. In 2008, the Natural Resource Damages Trustee Council (“Trustees”) for Portland Harbor invited the Company and other PRPs to participate in funding and implementing the Natural Resource Injury Assessment for the Site. Following meetings among the TrusteesPortland Harbor. The Company and theother participating PRPs a funding and participation agreement was negotiated under which the participating PRPsultimately agreed to fund the first phasetwo phases of the three-phase assessment, which included the development of the Natural Resource Damage Assessment Plan (“AP”) and implementation of the AP to develop information sufficient to facilitate early settlements between the Trustee Council and Phase 2 participants and the identification of restoration projects to be funded by the settlements. In late May 2018, the Trustee Council published notice of its intent to proceed with Phase 3, which will involve the full implementation of the AP and the final injury and damage determination. The Company is proceeding with the process established by the Trustee Council regarding early settlements under Phase 2. The Company has established an environmental reserve of approximately $2.3 million for this alleged natural resource damage assessment. Thedamages liability as it continues to work with the Trustee Council to finalize an early settlement. As of August 31, 2023 and 2022, the Company joinedhad a receivable in that Phase I agreementthe same amount as the environmental reserve. See “Other Assets” in Note 2 – Summary of Significant Accounting Policies for further discussion of insurance and paid a portion of those costs. The Company did not participate in funding the second phaseother related receivables.

On January 30, 2017, one of the natural resource damage assessment.

A former Trustee,Trustees, the Confederated Tribes and Bands of the Yakama Nation, which withdrew from the council in 2009, filed a suit on January 30, 2017 against approximately 30 parties, including the Company, seeking reimbursement of certain past and future response costs in connection with remedial action at the SitePortland Harbor and recovery of assessment costs related to natural resources damages from releases at and from the SitePortland Harbor to the Multnomah Channel and the Lower Columbia River. The parties filed various motions to dismiss or stay this suit, and in August 2019, the court issued an order denying the motions to dismiss and staying the action. The Company intends to defend against suchthe claims in this suit and does not have sufficient information to determine the likelihood of a loss in this matter or to estimate the amount of damages being sought or the amount of such damages that could be allocated to the Company.
Estimates

The Company’s environmental liabilities as of August 31, 2023 and 2022 included $5 million and $6 million, respectively, relating to the cost of remedial action for the cleanup of the in-river portion of the Site in various drafts of the FS and in the EPA’s final FS issued in June 2016 have varied widely, from approximately $170 million to over $2.5 billion (net present value), depending on the remedy alternative and a number of other factors. In addition, the Company and certain other stakeholders have identified a number of serious concerns regarding the EPA's risk and remedial alternatives assessments and the EPA's cost estimates, scheduling assumptions and conclusions regarding the feasibility, effectiveness and assignment of remediation technologies, including that the EPA’s FS was based on data that are more than a decade old and may not accurately represent site or background conditions.

In January 2017, the EPA issued a Record of Decision (“ROD”) that identified the selected remedy for the Site. The selected remedy is a modified version of one of the alternative remedies in the EPA’s FS that expands the scope of the cleanup and has an estimated cost which is significantly more than the Proposed Plan identified by the EPA inPortland Harbor matters described above.

Because the final FS. The EPA has estimated the total cost of the selected remedy at $1.7 billion with a net present value cost of $1.05 billion (at a 7% discount rate) and an estimated construction period of 13 years following completion of the remedial designs. In the ROD, the EPA stated that the cost estimate is an order-of-magnitude engineering estimate that is expected to be within +50% to -30% of the actual project cost and that changes in the cost elements are likely to occur as a result of new information and data collected during the engineering design. The Company has identified a number of concerns regarding the EPA's estimated cost and time required for the selected remedy. Because of questions regarding cost-effectiveness and other concerns, such as technical feasibility, use of stale data and the need for new baseline data, it is uncertain whether the ROD will be implemented as issued. In addition, the ROD does not determine or allocate the responsibility for remediation costs.

In the ROD, the EPA acknowledged that the assumptions used to estimate costs for the selected remedy were developed based on the existing data and will be finalized during the remedial design, after design level data to refine the baseline conditions are obtained. Moreover, the ROD provides only Site-wide cost estimates and does not provide sufficient detail or ranges of certainty and finality to estimate costs for specific sediment management areas. Accordingly, the EPA has indicated and the Company anticipates that additional pre-remedial design investigative work, such as new baseline sampling and monitoring, will be conducted in order to provide a re-baseline and delineated particular remedial actions for specific areas within the Site. This re-baselining will need to occur prior to proceeding with the next phase in the process which is the remedial design. The remedial design phase is an engineering phase during which additional technical informationhave not yet been designed and data will be collected, identified and incorporated into technical drawings and specifications developed for the subsequent remedial action. The EPA is seeking a new coalition of PRPs to perform the re-baselining and remedial design activities. The Company is considering whether to become a party to a new Administrative Order on Consent to perform such pre-remedial design investigative activities, if an acceptable consent order can be finalized. The Company does not believe that its share of the costs of performing such work would be material, and the Company believes that such costs would be allocable and that they would be reimbursable under the insurance policies discussed below.
Remediation activities are not expected to commence for a number of years and responsibility for implementing and funding the remedy will be determined in a separate allocation process. While an allocation process is currently underway as discussed above, the EPA's ROD has raised questions and uncertainty as to when and how that allocation process will proceed. The Company would not expect the allocation process to proceed until after additional pre-remedial design data is collected.
Because there has not been a determination of the specific remediation actions that will be required,allocation among the amountPRPs of natural resource damages or how the costs of the investigations and any remedy and natural resource damages will be allocated among the PRPs,or remedial action costs, the Company believes it is not possible to reasonably estimate the amount or range of costs which it is likely to or which it is

74 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


reasonably possible that it will incur in connection with the Site,Portland Harbor, although such costs could be material to the Company’s financial position, results of operations, cash flows, and liquidity. Among the facts currently being developedevaluated are detailed information on the history of ownership of and the nature of the uses of and activities and operations performed on each property within the Site,Portland Harbor, which are factors that will play a substantial role in determining the allocation of investigation and remedy costs among the PRPs.

The Company has insurance policies that it believes will provide reimbursement for costs it incurs for defense, remediation, and mitigation for or settlement of natural resource damages claims in connection with the Site,Portland Harbor although there isare no assuranceassurances that those policies will cover all the costs which the Company may incur. Most of these policies jointly insure the Company and MMGL, as the successor to a former subsidiary of the Company. The Company and MMGL have negotiated the settlement with certain insurers of claims against them related to Portland Harbor, continue to seek settlements with other insurers, and formed two QSFs which became operative in fiscal 2020 and the second quarter of fiscal 2023, respectively, to hold such settlement amounts until funds are needed to pay or reimburse costs incurred by the Company and MMGL in connection with Portland Harbor. These insurance policies and the funds in the QSFs may not cover all of the costs which the Company may incur. Each QSF is an unconsolidated variable interest entity (“VIE”) with no primary beneficiary. Two managers unrelated to each other, one appointed by the Company and one appointed by MMGL, share equally the power to direct the activities of each VIE that most significantly impact its economic performance. The Company previously recorded a liability for its estimated shareCompany’s appointee to co-manage each VIE is an executive officer of the costsCompany. Neither MMGL nor its appointee to co-manage each VIE is a related party of the investigationCompany for the purpose of $1 million.

the primary beneficiary assessment or otherwise.

The Oregon Department of Environmental Quality is separately providing oversight of voluntary investigations and source control activities by the Company involving the Company’sat various sites adjacent to the Portland Harbor whichthat are focused on controlling any current “uplands” releases of contaminants into the Willamette River. The Company has accrued liabilities for source control and related work at two sites, reflecting estimated costs of primarily investigation and design, which costs have not been material in the aggregate to date. No liabilities have been established in connection with these investigations for any other sites because the extent of contamination, (if any)required source control work, and the Company’s responsibility for the contamination (if any)and source control work, in each case if any, have not yet been determined.

Recycling Operations
The Company believes that, pursuant to its insurance policies, it will be reimbursed for the costs it incurs for required source control evaluation and remediation work; however, the Company's insurance policies may not cover all the costs which the Company incurs. As of both August 31, 20172023 and 2016, the Company's auto and metals recycling operations had environmental liabilities of $48 million and $46 million, respectively, for the potential remediation of locations where it has conducted business or has environmental liabilities from historical or recent activities. The liabilities relate to the investigation and potential future remediation of soil contamination, groundwater contamination, storm water runoff issues and other natural resource damages and were not individually material at any site.
Steel Manufacturing Operations
The Company's steel manufacturing operations had no environmental liabilities as of August 31, 2017 and 2016.
The steel mill's electric arc furnace generates dust (“EAF dust”) that is classified as hazardous waste by the EPA because of its zinc and lead content. As a result,2022, the Company captureshad an insurance receivable in the EAF dust and ships it in specialized rail cars to a firm that applies a treatment that allowssame amount as the EAF dust to be delisted as hazardous waste.
The Company's steel mill has an operating permit issued under Title V of the Clean Air Act Amendments of 1990, which governs certain air quality standards. The permit is based upon an annual production capacity of 950 thousand tons. The permit was first issued in 1998 and has since been renewed through February 1, 2018.
environmental reserve for such source control work.

84 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Other Legacy Environmental Loss Contingencies

The Company’s environmental loss contingencies as of August 31, 20172023 and 2016,2022, other than Portland Harbor, include actual or possible investigation and cleanupremediation costs from historical contamination at sites currently or formerly owned or formerly operated by the Company or at other sites where the Company may have responsibility for such costs due to past disposal or other activities ("(“legacy environmental loss contingencies"contingencies”). These legacy environmental loss contingencies relate to the potential remediation of waterways and soil and groundwater contamination and may also involve natural resource damages, governmental fines and penalties, and claims by third parties for personal injury and property damage. The Company has been notified that it is or may be a potentially responsible party at certain of these sites, and investigation and cleanupremediation activities are ongoing or may be required in the future. The Company recognizes a liability for such matters when the loss is probable and can be reasonably estimated. WhereWhen investigation, allocation, and cleanupremediation activities are ongoing or where the Company has not yet been identified as having responsibility or the contamination has not yet been identified, it is reasonably possible that the Company may need to recognize additional liabilities in connection with such sites but the Company cannot currently reasonably estimate the possible loss or range of loss absent additional information or developments. Such additional liabilities, individually or in the aggregate, may have a material adverse effect on the Company'sCompany’s results of operations, financial condition, or cash flows.

In fiscal 2018, the Company accrued $4 million for the estimated costs related to remediation of shredder residue disposed of in or around the 1970s at third-party sites located near each other. Investigation activities have been conducted under oversight of the applicable state regulatory agency. As of August 31, 2023 and 2022, the Company had $4 million accrued for this matter. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such losses are probable and can be reasonably estimated. The Company previously estimated a range of reasonably possible losses related to this matter in excess of current accruals at between zero and $28 million based on a range of remedial alternatives and subject to development and approval by regulators of specific remedy implementation plans. However, subsequent to the development of those remedial alternatives, the Company performed additional investigative activities under new state requirements that are likely to impact the required remedial actions and associated cost estimates, but the scope of such impacts and the amount or the range of the additional associated costs are not reasonably estimable at this time and are subject to further investigation, analysis, and discussion by the Company and regulators. The Company is investigating whether a portion or all of the current and future losses related to this matter, if incurred, are covered by existing insurance coverage or may be offset by contributions from other responsible parties.

In addition, the Company’s loss contingencies as of August 31, 2023 and 2022 included $5 million and $8 million, respectively, for the estimated costs related to environmental matters in connection with a closed facility owned and previously operated by an indirect, wholly-owned subsidiary, including monitoring and remediation of soil and groundwater conditions and funding for wellhead treatment facilities. In fiscal 2023, the Company accrued an incremental $7 million for certain soil remediation activities based on additional information related to estimated costs to complete. Investigation and remediation activities have been conducted under the oversight of the applicable state regulatory agency and are on-going, and the Company's subsidiary has also been working with state and local officials with respect to the protection of public and private water supplies. As part of its activities relating to the protection of public water supplies, the Company’s subsidiary agreed to reimburse the municipality for certain studies and plans and to provide funding for the construction and operation by the municipality of wellhead treatment facilities. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such additional losses are probable and can be reasonably estimated. However, the Company cannot reasonably estimate at this time the possible additional loss or range of possible additional losses associated with this matter pending the on-going implementation of the approved remediation plans for soil and groundwater conditions and completion and operation of the wellhead treatment facilities.

In addition, the Company’s loss contingencies as of August 31, 2023 and 2022 included $10 million and $7 million, respectively, for the estimated costs related to remediation of a site a portion of which was previously leased to and operated by an indirect, wholly-owned subsidiary. In connection with settlement of a lawsuit relating to allocation of the remediation costs, the Company’s subsidiary agreed to perform the remedial action related to metals contamination on the site initially estimated to cost approximately $7.9 million, and another potentially liable party agreed to perform the remedial action related to creosote contamination at the site. As part of the settlement, other potentially liable parties agreed to make payments totaling approximately $7.6 million to fund the remediation of the metals contamination at the site in exchange for a release and indemnity. This amount was fully funded into a client trust account for the Company’s subsidiary in December 2020. See “Other Assets” in Note 2 - Summary of Significant Accounting Policies for further discussion of this client trust account. In the fourth quarter of fiscal 2023, the Company increased its estimate of the cost to perform the remedial action by approximately $3 million. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such additional losses are probable and can be reasonably estimated. The Company estimates the reasonably possible additional losses associated with this matter to range from zero to $10 million as of August 31, 2023, pending completion, approval, and implementation of the remediation action plan.

85 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Summary - Environmental Contingencies

Other

With respect to environmental contingencies other than the Portland Harbor Superfund site and legacy environmental loss contingencies,the Other Legacy Environmental Loss Contingencies, which are discussed separately above, management currently believes that adequate provision has been made for the potential impact of these issues and that the ultimate outcomes will not have a material adverse effect on the Consolidated Financial Statements of the Company as a whole.its environmental contingencies. Historically, the amounts the Company has ultimately paid for such remediation activities have not been material in any given period.


75 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


period, but there can be no assurance that such amounts paid will not be material in the future.

Contingencies - Other

The

In addition to legal proceedings relating to the contingencies described above, the Company is a party to various legal proceedings arising in the normal course of business. The Company recognizes a liability for such matters when the loss is probable and can be reasonably estimated. Legal proceedings include those arising from accidents involving Company-owned vehicles, including Company tractor trailers. In some instances, such accidents and the related litigation involve accidents that have resulted in third party fatalities. It is reasonably possible that the Company may recognize additional losses in connection with such lawsuits at the time such losses are probable and can be reasonably estimated. Such losses may be material to the Company's consolidated financial statements. The Company believes that such losses, if incurred, will be substantially covered by existing insurance coverage. The Company does not anticipate that the resolution ofliabilities arising from such legal proceedings arising in the normal course of business, after taking into consideration expected insurance recoveries, will have a material adverse effect on its results of operations, financial condition, or cash flows.


Note 10 - Restructuring Charges and Other Exit-Related Activities
The Company has implemented a number of restructuring initiatives designed to reduce operating expenses and improve profitability and to achieve further integration and synergistic cost efficiencies in its operating platform. The restructuring charges incurred by the Company during the periods presented pertain primarily to the plan announced in the second quarter of fiscal 2015 and expanded in subsequent periods (the "Q2'15 Plan").
At the end of the second quarter of fiscal 2015, the Company commenced additional restructuring and exit-related initiatives by undertaking strategic actions consisting of idling underutilized assets at AMR and initiating the closure of seven auto parts stores to align the Company's business to market conditions. The Company expanded these initiatives in April 2015 and also announced the integration of the former Metals Recycling Business and Auto Parts Business into the combined AMR platform in order to achieve operational synergies and reduce the Company's annual operating expenses, primarily selling, general and administrative expenses, through headcount reductions, reducing organizational layers, consolidating shared service functions and other non-headcount measures. Additional cost savings and productivity improvement initiatives, including additional reductions in personnel, savings from procurement activities, streamlining of administrative and supporting services functions, and adjustments to its operating capacity through facility closures, were identified and initiated in subsequent periods. Collectively, these initiatives are referred to as the Q2'15 Plan.
The Company incurred restructuring charges of less than $1 million, $6 million and $11 million in fiscal 2017, 2016 and 2015, respectively. Charges relating to these initiatives were substantially complete by the end of fiscal 2017. However, the Company may incur additional restructuring charges after fiscal 2017 as a result of remeasuring lease contract termination liabilities to reflect changes in contractual lease rentals and sublease rentals that are not currently estimable.
In addition to the restructuring charges recorded related to these initiatives, the Company recognized a net gain from other exit-related activities of less than $1 million during fiscal 2017, primarily related to a gain recorded in connection with the disposition of business assets related to the elimination of a metals recycling feeder yard operation. Other exit-related activities in fiscal 2016 also included $1 million in gains recorded in connection with the disposition of business assets leading to the elimination of certain auto and metals recycling operations. The Company incurred charges associated with other exit-related activities of $2 million and $7 million in fiscal 2016 and 2015, respectively, consisting primarily of asset impairments and accelerated depreciation of assets in connection with site closures.

76

86 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


Fiscal 2023


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Restructuring charges and other exit-related activities were comprised of the following (in thousands):
  
 2017 2016 2015
 All Other Plans Q2’15 Plan Total Charges All Other Plans Q2’15 Plan Total Charges All Other Plans Q2’15 Plan Total Charges
Restructuring charges:                 
Severance costs$
 $(24) $(24) $
 $4,915
 $4,915
 $391
 $5,330
 $5,721
Contract termination costs255
 139
 394
 311
 796
 1,107
 377
 1,245
 1,622
Other restructuring costs
 
 
 
 
 
 1,223
 2,048
 3,271
Total restructuring charges255
 115
 370
 311
 5,711
 6,022
 1,991
 8,623
 10,614
Other exit-related activities:                 
Asset impairments and accelerated depreciation
 158
 158
 
 3,127
 3,127
 
 6,502
 6,502
Gains on exit-related disposals
 (565) (565) 
 (1,337) (1,337) 
 
 
Total other exit-related activities
 (407) (407) 
 1,790
 1,790
 
 6,502
 6,502
Total restructuring charges and other exit-related activities$255
 $(292) $(37) $311
 $7,501
 $7,812
 $1,991
 $15,125
 $17,116
                  
Restructuring charges and other exit-related activities included in continuing operations $(109)     $6,781
     $13,008
Restructuring charges and other exit-related activities included in discontinued operations $72
     $1,031
     $4,108
  

Q2’15 Plan
Total restructuring charges to date$14,449
Total expected restructuring charges$14,480
The following illustrates the reconciliation of the restructuring liability by major type of cost for the years ended August 31, 2017 and 2016 (in thousands):
 Q2’15 Plan
 Balance 8/31/2015 Charges Payments and Other Balance 8/31/2016 Charges Payments and Other Balance 8/31/2017
Severance costs$1,226
 $4,915
 $(5,223) $918
 $(24) $(859) $35
Contract termination costs1,320
 796
 (957) 1,159
 139
 (409) 889
Other restructuring costs
 
 
 
 
 
 
Total$2,546
 $5,711
 $(6,180) $2,077
 $115
 $(1,268) $924

 
Total Charges to Date(1)
 
Total Expected Charges(1)
Severance costs$10,251
 $10,251
Contract termination costs2,149
 2,180
Other restructuring costs2,049
 2,049
Total$14,449
 $14,480
___________________________

(1)

Table of Contents

Total charges to date and total expected charges by major type of cost reflect amounts related to the Q2'15 Plan only. Remaining charges related to prior plans are not expected to be material.

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


77 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Restructuring charges and other exit-related activities by reportable segment were as follows (in thousands):
 Fiscal 2017 Charges Fiscal 2016 Charges Fiscal 2015 Charges 
Total Charges to Date(2)
 
Total Expected Charges(2)
Restructuring charges:         
AMR and CSS(1)
$250
 $4,995
 $6,944
 $9,488
 $9,504
Unallocated (Corporate)48
 943
 2,228
 3,226
 3,226
Discontinued operations72
 84
 1,442
 1,735
 1,750
Total restructuring charges370
 6,022
 10,614
 14,449
 $14,480
Other exit-related activities:         
Asset impairments and accelerated depreciation:         
AMR158
 2,180
 3,836
 4,272
  
Discontinued operations
 947
 2,666
 3,613
  
Total asset impairments and accelerated depreciation158
 3,127
 6,502
 7,885
  
Gains on exit-related disposals:         
AMR(565) (1,337) 
 (1,902)  
Total gains on exit-related disposals(565) (1,337) 
 (1,902)  
Total exit-related activities(407) 1,790
 6,502
 5,983
  
Total restructuring charges and other exit-related activities$(37) $7,812
 $17,116
 $20,432
  
___________________________
(1)CSS's steel manufacturing operations, formerly the SMB reportable segment, did not incur restructuring charges during the periods presented. CSS's metals recycling operations, formerly part of the AMR reportable segment, incurred an immaterial amount of restructuring charges during the periods presented. Therefore, the Company presents restructuring charges related to AMR and CSS on a combined basis.
(2)Total charges to date and total expected charges by reportable segment and discontinued operations reflect amounts related to the Q2'15 Plan only. Remaining charges related to prior plans are not expected to be material.
The Company does not allocate restructuring charges and other exit-related activities to the segments' operating results because management does not include this information in its measurement of the performance of the operating segments.


78 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Note 11 - Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive loss, net of tax, are as follows as of August 31, 2017, 20162023, 2022, and 20152021 (in thousands):

 

 

Foreign Currency
Translation
Adjustments

 

 

Cash Flow Hedges, net

 

 

Pension Obligations,
net

 

 

Total

 

Balance as of September 1, 2020

 

$

(34,184

)

 

$

 

 

$

(2,687

)

 

$

(36,871

)

Other comprehensive income (loss) before reclassifications

 

 

2,575

 

 

 

 

 

 

(530

)

 

 

2,045

 

Income tax benefit

 

 

 

 

 

 

 

 

120

 

 

 

120

 

Other comprehensive income (loss) before reclassifications,
   net of tax

 

 

2,575

 

 

 

 

 

 

(410

)

 

 

2,165

 

Amounts reclassified from accumulated other comprehensive loss

 

 

 

 

 

 

 

 

196

 

 

 

196

 

Income tax benefit

 

 

 

 

 

 

 

 

(44

)

 

 

(44

)

Amounts reclassified from accumulated other comprehensive loss,
   net of tax

 

 

 

 

 

 

 

 

152

 

 

 

152

 

Net periodic other comprehensive income (loss)

 

 

2,575

 

 

 

 

 

 

(258

)

 

 

2,317

 

Balance as of August 31, 2021

 

 

(31,609

)

 

 

 

 

 

(2,945

)

 

 

(34,554

)

Other comprehensive (loss) income before reclassifications

 

 

(3,070

)

 

 

 

 

 

355

 

 

 

(2,715

)

Income tax expense

 

 

 

 

 

 

 

 

(80

)

 

 

(80

)

Other comprehensive (loss) income before reclassifications,
   net of tax

 

 

(3,070

)

 

 

 

 

 

275

 

 

 

(2,795

)

Amounts reclassified from accumulated other comprehensive loss

 

 

 

 

 

 

 

 

336

 

 

 

336

 

Income tax benefit

 

 

 

 

 

 

 

 

(76

)

 

 

(76

)

Amounts reclassified from accumulated other comprehensive loss,
   net of tax

 

 

 

 

 

 

 

 

260

 

 

 

260

 

Net periodic other comprehensive (loss) income

 

 

(3,070

)

 

 

 

 

 

535

 

 

 

(2,535

)

Balance as of August 31, 2022

 

 

(34,679

)

 

 

 

 

 

(2,410

)

 

 

(37,089

)

Other comprehensive loss before reclassifications

 

 

(2,661

)

 

 

(277

)

 

 

(2

)

 

 

(2,940

)

Income tax benefit

 

 

 

 

 

62

 

 

 

 

 

 

62

 

Other comprehensive loss before reclassifications,
   net of tax

 

 

(2,661

)

 

 

(215

)

 

 

(2

)

 

 

(2,878

)

Amounts reclassified from accumulated other comprehensive loss

 

 

 

 

 

(115

)

 

 

481

 

 

 

366

 

Income tax expense (benefit)

 

 

 

 

 

26

 

 

 

(108

)

 

 

(82

)

Amounts reclassified from accumulated other comprehensive loss,
   net of tax

 

 

 

 

 

(89

)

 

 

373

 

 

 

284

 

Net periodic other comprehensive (loss) income

 

 

(2,661

)

 

 

(304

)

 

 

371

 

 

 

(2,594

)

Balance as of August 31, 2023

 

$

(37,340

)

 

$

(304

)

 

$

(2,039

)

 

$

(39,683

)

 Foreign Currency Translation Adjustments Pension Obligations, net Net Unrealized Gain (Loss) on Cash Flow Hedges Total
Balance as of August 31, 2014$(10,663) $(2,036) $58
 $(12,641)
Other comprehensive loss before reclassifications(23,346) (2,874) (5,310) (31,530)
Income tax benefit
 260
 428
 688
Other comprehensive loss before reclassifications, net of tax(23,346) (2,614) (4,882) (30,842)
Amounts reclassified from accumulated other comprehensive loss
 575
 4,923
 5,498
Income tax benefit
 (198) (339) (537)
Amounts reclassified from accumulated other comprehensive loss, net of tax
 377
 4,584
 4,961
Net periodic other comprehensive loss(23,346) (2,237) (298) (25,881)
Balance as of August 31, 2015(34,009) (4,273) (240) (38,522)
Other comprehensive loss before reclassifications(530) (2,139) 
 (2,669)
Income tax benefit
 167
 
 167
Other comprehensive loss before reclassifications, net of tax(530) (1,972) 
 (2,502)
Amounts reclassified from accumulated other comprehensive loss
 688
 312
 1,000
Income tax benefit
 (19) (72) (91)
Amounts reclassified from accumulated other comprehensive loss, net of tax
 669
 240
 909
Net periodic other comprehensive income (loss)(530) (1,303) 240
 (1,593)
Balance as of August 31, 2016(34,539) (5,576) 
 (40,115)
Other comprehensive income before reclassifications2,711
 1,477
 
 4,188
Income tax expense
 (194) 
 (194)
Other comprehensive income before reclassifications, net of tax2,711
 1,283
 
 3,994
Amounts reclassified from accumulated other comprehensive loss
 851
 
 851
Income tax benefit
 (23) 
 (23)
Amounts reclassified from accumulated other comprehensive loss, net of tax
 828
 
 828
Net periodic other comprehensive income2,711
 2,111
 
 4,822
Balance as of August 31, 2017$(31,828) $(3,465) $
 $(35,293)

Reclassifications from accumulated other comprehensive loss to earnings, both individually and in the aggregate, were immaterialnot material to the impacted captions in the Consolidated Statements of Operations in all periods presented.



79

87 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017

Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS




Note 12 – Derivative Financial Instruments

- Revenue

Disaggregation of Revenues

Foreign Currency Exchange Rate Risk Management

The table below illustrates the Company’s revenues disaggregated by major product and sales destination (in thousands):

 

 

Year Ended August 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Major product information:

 

 

 

 

 

 

 

 

 

Ferrous revenues

 

$

1,439,983

 

 

$

1,914,255

 

 

$

1,557,891

 

Nonferrous revenues

 

 

781,102

 

 

 

892,444

 

 

 

684,862

 

Steel revenues(1)

 

 

507,550

 

 

 

531,731

 

 

 

379,203

 

Retail and other revenues

 

 

153,589

 

 

 

147,385

 

 

 

136,595

 

Total revenues

 

$

2,882,224

 

 

$

3,485,815

 

 

$

2,758,551

 

Revenues based on sales destination:

 

 

 

 

 

 

 

 

 

Foreign

 

$

1,508,019

 

 

$

1,925,235

 

 

$

1,612,744

 

Domestic

 

 

1,374,205

 

 

 

1,560,580

 

 

 

1,145,807

 

Total revenues

 

$

2,882,224

 

 

$

3,485,815

 

 

$

2,758,551

 

To manage exposure(1)
Steel revenues include predominantly sales of finished steel products, in addition to foreign exchange rate risk,sales of semi-finished goods (billets) and steel manufacturing scrap.

In fiscal 2023, 2022, and 2021, the Company has entered into foreign currency forward contracts to stabilize the U.S. dollar amounthad no external customer that accounted for more than 10% of the transaction at settlement. PriorCompany’s consolidated revenues. Sales to fiscal 2016,customers located in foreign countries are a significant part of the Company’s business. The schedule below identifies those foreign countries to which the Company’s sales exceeded 10% of consolidated revenues in any of the last three years ended August 31 (in thousands):

 

 

2023

 

% of
Revenue

 

2022

 

 

% of
Revenue

 

 

2021

 

 

% of
Revenue

 

Bangladesh

 

N/A

 

N/A

 

$

446,385

 

 

 

13

%

 

$

375,668

 

 

 

14

%

N/A = Sales were less than the 10% threshold.

Receivables from Contracts with Customers

The revenue accounting standard defines a receivable as an entity’s right to consideration that is unconditional, meaning that only the passage of time is required before payment is due. As of August 31, 2023 and 2022, receivables from contracts with customers, net of an allowance for credit losses, totaled $208 million and $230 million, respectively, representing 99% and 97%, respectively, of total accounts receivable reported in the Consolidated Balance Sheets as of each reporting date.

Contract Liabilities

Contract consideration received from a customer prior to revenue recognition is recorded as a contract liability and is recognized as revenue when the Company entered into a series of foreign currency exchange forward contracts to sell U.S. dollars in order to hedge a portion of its exposure to fluctuating rates of exchange on anticipated U.S. dollar-denominated sales by its Canadian subsidiary with a functional currencysatisfies the related performance obligation under the terms of the Canadian dollar.contract. The Company did not have any foreign currency exchange forwardCompany’s contract liabilities, which consist almost entirely of customer deposits for recycled metal and finished steel sales contracts reported within accounts payable in the Consolidated Balance Sheets, totaled $7 million and $8 million as of August 31, 20172023 and 2016,2022, respectively. Unsatisfied performance obligations reflected in these contract liabilities relate to contracts with original expected durations of one year or less and, therefore, are not disclosed. The substantial majority of outstanding contract liabilities are reclassified to revenues within three months of the reporting date as a result of satisfying performance obligations.

Note 13 - Employee Benefits

The Company and certain of its subsidiaries have or contribute to qualified and nonqualified retirement plans. These plans include a defined benefit pension plan, a supplemental executive retirement benefit plan (“SERBP”), multiemployer pension plans, defined contribution plans, and a deferred compensation plan.

88 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Defined Benefit Pension Plan and Supplemental Executive Retirement Benefit Plan

The Company maintains a qualified defined benefit pension plan for certain nonunion employees. Effective June 30, 2006, the Company froze this plan and ceased accruing further benefits for employee service. The Company reflects the funded status of the defined benefit pension plan as a net asset or liability in its Consolidated Balance Sheets. Changes in its funded status are recognized in comprehensive income. The Company amortizes as a component of net periodic pension benefit cost a portion of the net gain or loss reported within accumulated other comprehensive loss if the beginning-of-year net gain or loss exceeds 5% of the greater of the benefit obligation or the market value of plan assets. Net periodic pension benefit cost was not material for each of the fiscal years presented in this report. The fair value of plan assets was $15 million and $16 million as of August 31, 2023 and 2022, respectively, and the resultsprojected benefit obligation was $11 million and $12 million as of contractsAugust 31, 2023 and 2022, respectively. The plan was fully funded with the plan assets exceeding the projected benefit obligation by $4 million as of both August 31, 2023 and 2022. Under the fair value hierarchy, plan assets comprised Level 1 and Level 2 investments as of August 31, 2023 and 2022. Level 1 investments are valued based on quoted market prices of identical securities in the principal market. Level 2 investments are corporate bonds valued at the yields currently available on comparable securities of issuers with similar credit ratings. No significant contributions are expected to be made to the defined benefit pension plan in the future; however, changes in the discount rate or actual investment returns that expired during fiscal 2016 were immaterial. Accordingly,are lower than the results of foreign currency exchange forward contracts for fiscal 2017 and 2016 are excluded fromlong-term expected return on plan assets could result in the tabular disclosures below.

The following table summarizes the results of foreign currency exchange derivativesneed for the yearCompany to make additional contributions. The assumed discount rate used to calculate the projected benefit obligation was 5.13% and 4.40% as of August 31, 2023 and 2022, respectively. The Company estimates future annual benefit payments to be between $1 million and $4 million per year.

The Company also has a nonqualified SERBP for certain executives. A restricted trust fund has been established with assets invested in life insurance policies that can be used for plan benefits, although the fund is subject to claims of the Company’s general creditors. The trust fund is included in other assets, the current portion of the pension liability is included in other accrued liabilities, and the noncurrent portion of the pension liability is included in other long-term liabilities in the Company’s Consolidated Balance Sheets. The trust fund was valued at $4 million as of each August 31, 2023 and 2022. The trust fund assets’ gains and losses are included in other loss, net in the Company’s Consolidated Statements of Operations. The benefit obligation was $4 million as of each of August 31, 2023 and 2022. Net periodic pension benefit cost under the SERBP was not material for each of the fiscal years presented in this report.

Because the defined benefit pension plan and the SERBP are not material to the Consolidated Financial Statements, other disclosures required by U.S. GAAP have been omitted.

Multiemployer Pension Plans

The Company contributes to 14 multiemployer pension plans in accordance with its collective bargaining agreements. Multiemployer pension plans are defined benefit plans sponsored by multiple employers in accordance with one or more collective bargaining agreements. The plans are jointly managed by trustees that include representatives from both management and labor unions. Contributions to the plans are made based upon a fixed rate per hour worked and are agreed to by contributing employers and the unions in collective bargaining. Benefit levels are set by a joint board of trustees based on the advice of an independent actuary regarding the level of benefits that agreed-upon contributions can be expected to support. To the extent that the pension obligation of other participating employers is unfunded, the Company may be required to make additional contributions in the future to fund these obligations.

One of the multiemployer plans that the Company contributes to is the Steelworkers Western Independent Shops Pension Plan (“WISPP,” EIN 90-0169564, Plan No. 001) benefiting the union employees of the Company’s steel manufacturing operations, which are covered by a collective bargaining agreement that will expire on March 31, 2026. As of October 1, 2022, the WISPP was certified by the plan’s actuaries as being in the Green Zone, as defined by the Pension Protection Act of 2006. The Company contributed $4 million to the WISPP for each of the years ended August 31, 2015 (in thousands):

 Derivative Gain (Loss) Recognized in
 Fiscal 2015
 Other Comprehensive Income Revenues - Effective Portion Other Income (Expense), net
Foreign currency exchange forward contracts - designated as cash flow hedges$(5,310) $(4,923) $216
Foreign currency exchange forward contracts - not designated as cash flow hedges
 
 (87)
There was no hedge ineffectiveness with respect2023, 2022, and 2021. These contributions represented more than 5% of total contributions to the foreign currency exchange cash flow hedgesWISPP for each year.

Company contributions to all of the multiemployer plans totaled $7 million, $7 million, and $6 million for the period presented.years ended August 31, 2023, 2022, and 2021, respectively.

Defined Contribution Plans

The Company has several defined contribution plans covering certain employees. Company contributions to the defined contribution plans totaled $6 million, $5 million, and $4 million for the years ended August 31, 2023, 2022, and 2021, respectively.

89 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Deferred Compensation Plan

In fiscal 2021, the Company established a non-qualified deferred compensation plan (the “DCP”) which permits eligible employees to elect to defer receipt of compensation including salary, bonuses, and certain equity awards made under the Company’s long-term incentive plan. The DCP also allows the Company to make discretionary contributions to participant accounts that may be subject to one or more vesting schedules. Participant contributions, excluding equity awards subject to vesting conditions, are fully vested at all times. The deferred compensation liability as of August 31, 2023 and 2022 was $4 million and $1 million, respectively, consisted entirely of deferred salary and bonuses, and was substantially all noncurrent and classified within other long-term liabilities on the Consolidated Balance Sheets. The Company maintains a rabbi trust to fund obligations under the DCP. The carrying value of assets held in the rabbi trust, which comprise company-owned life insurance policies, substantially equaled the deferred compensation liability as of both August 31, 2023 and 2022. The rabbi trust asset is classified within other assets on the Consolidated Balance Sheets.


Note 13 – Employee Benefits
The Company and certain of its subsidiaries have or contribute to qualified and nonqualified retirement plans covering substantially all employees. These plans include a defined benefit pension plan, a supplemental executive retirement benefit plan (“SERBP”), multiemployer pension plans and defined contribution plans.
Defined Benefit Pension Plan and Supplemental Executive Retirement Benefit Plan
The Company maintains a qualified defined benefit pension plan for certain nonunion employees. Effective June 30, 2006, the Company froze this plan and ceased accruing further benefits for employee service. The Company reflects the funded status of the defined benefit pension plan as a net asset or liability in its Consolidated Balance Sheets. Changes in its funded status are recognized in comprehensive income (loss). The Company amortizes as a component of net periodic pension benefit cost a portion of the net gain or loss reported within accumulated other comprehensive loss if the beginning-of-year net gain or loss exceeds 5% of the greater of the benefit obligation or the market value of plan assets. Net periodic pension benefit cost was not material for the years ended August 31, 2017, 2016 and 2015. The fair value of plan assets was $16 million and $15 million as of August 31, 2017 and 2016, respectively, and the projected benefit obligation was $13 million and $15 million as of August 31, 2017 and 2016, respectively. The plan was fully funded with the plan assets exceeding the projected benefit obligation by $3 million and $1 million as of August 31, 2017 and 2016, respectively. Plan assets were comprised entirely of Level 1 investments as of August 31, 2017 and 2016. Level 1 investments are valued based on quoted market prices of identical securities in the principal market. No contributions are expected to be made to the defined benefit pension plan in the future; however, changes in the discount rate or actual investment returns that are lower than the long-term expected return on plan assets could result in the need for the Company to make additional contributions. The assumed discount rate used to calculate the projected benefit obligations was 3.68% and 3.22% as of August 31, 2017 and 2016, respectively. The Company estimates future annual benefit payments to be between $1 million and $2 million per year.

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Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


The Company also has a nonqualified SERBP for certain executives. A restricted trust fund has been established with assets invested in life insurance policies that can be used for plan benefits, although the fund is subject to claims of the Company’s general creditors. The trust fund is included in other assets, the current portion of the pension liability is included in other accrued liabilities, and the noncurrent portion of the pension liability is included in other long-term liabilities in the Company’s Consolidated Balance Sheets. The trust fund was valued at $3 million as of August 31, 2017 and 2016. The trust fund assets’ gains and losses are included in other income, net in the Company’s Consolidated Statements of Operations. The benefit obligation and the unfunded amount were $4 million as of August 31, 2017 and 2016. Net periodic pension cost under the SERBP was not material for the years ended August 31, 2017, 2016 and 2015.
Because the defined benefit pension plan and the SERBP are not material to the Consolidated Financial Statements, other disclosures required by U.S. GAAP have been omitted.
Multiemployer Pension Plans
The Company contributes to 14 multiemployer pension plans in accordance with its collective bargaining agreements. Multiemployer pension plans are defined benefit plans sponsored by multiple employers in accordance with one or more collective bargaining agreements. The plans are jointly managed by trustees that include representatives from both management and labor unions. Contributions to the plans are made based upon a fixed rate per hour worked and are agreed to by contributing employers and the unions in collective bargaining. Benefit levels are set by a joint board of trustees based on the advice of an independent actuary regarding the level of benefits that agreed-upon contributions can be expected to support. To the extent that the pension obligation of other participating employers is unfunded, the Company may be required to make additional contributions in the future to fund these obligations.
One of the multiemployer plans that the Company contributes to is the Steelworkers Western Independent Shops Pension Plan (“WISPP”, EIN 90-0169564, Plan No. 001) benefiting the union employees of the Company's steel manufacturing operations, which are covered by a collective bargaining agreement that will expire on March 31, 2019. As of October 1, 2016, the WISPP was certified by the plan’s actuaries as being in the Green Zone, as defined by the Pension Protection Act of 2006. The Company contributed $3 million to the WISPP for each of the years ended August 31, 2017, 2016 and 2015. These contributions represented more than 5% of total contributions to the WISPP for each year.
In 2004, the Internal Revenue Service (“IRS”) approved a seven-year extension of the period over which the WISPP may amortize unfunded liabilities, conditioned upon maintenance of certain minimum funding levels. In 2014, the WISPP obtained relief from the specified funding requirements from the IRS, which requires that the WISPP meet a minimum funded percentage on each valuation date and achieve a funded percentage of 100% as of October 1, 2029. Based on the actuarial valuation for the WISPP as of October 1, 2016, the funded percentage (based on the ratio of the market value of assets to the accumulated benefits liability (present value of accrued benefits) using the valuation method prescribed by the IRS) was 76.4%, which satisfies the minimum funded percentage requirements of the IRS.
Company contributions to all of the multiemployer plans were $4 million for the years ended August 31, 2017, 2016 and 2015.
Defined Contribution Plans
The Company has several defined contribution plans covering certain employees. Company contributions to the defined contribution plans totaled $3 million for each of the years ended August 31, 2017, 2016 and 2015.

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Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Note 14 - Share-Based Compensation

The Company’s 1993 Stock Incentive Plan, as amended (“the Plan”(the “SIP”), was established to provide for the grant of stock-based compensation awards to its employees, consultants, and directors. The SIP authorizes the grant of restricted shares, restricted stock units, performance-based awards including performance share awards, stock options, and stock appreciation rights, and other stock-based awards. The SIP is administered by the Compensation Committee of the Company’s Board of Directors (“Compensation Committee”). There are 12.2 million shares of Class A common stock reserved for issuance under the Plan,SIP, of which 4.32.0 million arewere available for future grants as of August 31, 2017.2023. Share-based compensation expense recognized in cost of goods sold or selling, general, and administrative expense, as applicable, was $11$11 million, $10$19 million, and $10$18 million for the years ended August 31, 2017, 20162023, 2022, and 2015,2021, respectively.

Restricted Stock Units

The Plan provides for (“RSUs”)

During the issuanceyears ended August 31, 2023, 2022, and 2021, the Compensation Committee granted 213,080, 160,312, and 317,760 RSUs, respectively, to the Company’s key employees under the SIP. RSUs generally vest 20% per year over five years commencing October 31 of RSUs. the year after grant. Each RSU entitles the recipient to receive one share of Class A common stock upon vesting.

The estimated fair value of the RSUsan RSU is based on the market closing price of the underlying Class A common stock on the date of grant. The weighted average grant date fair value of RSUs granted was $31.80, $52.32, and $22.26 per unit for the years ended August 31, 2023, 2022, and 2021, respectively. The total estimated fair value of RSUs granted was $7 million, $8 million, and $7 million for the years ended August 31, 2023, 2022, and 2021, respectively. For RSUs granted in each of these fiscal years, the compensation expense associated with RSUscost is recognized over the respective requisite service period of the awards, net of estimated forfeitures.

During the years ended August 31, 2017, 2016 and 2015, the Compensation Committee granted 314,862 RSUs, 361,131 RSUs and 287,180 RSUs, respectively, to its key employees, officers and employee directors under the Plan. The RSUs generally vest 20% per year over five years commencing October 31forfeitures, which for participants who were retirement eligible as of the year after grant. In addition, ingrant date or who will become retirement eligible during the first quarter of fiscal 2016 the Compensation Committee granted 48,163 RSUs with a two-year vestingfive-year term and no retirement-eligibility provisions under the SIP. The estimated fair value of the RSUs granted duringaward is the longer of two years ended August 31, 2017, 2016 and 2015 was $7 million, $7 million and $6 million, respectively.
or the period ending on the date retirement eligibility is achieved.

A summary of the Company’s restricted stock unitRSU activity for the year ended August 31, 2023 is as follows:

 

 

Number of
Units
 (in thousands)

 

 

Weighted Average
Grant Date
Fair Value

 

Outstanding as of August 31, 2022

 

 

813

 

 

$

26.59

 

Granted

 

 

213

 

 

$

31.80

 

Vested

 

 

(270

)

 

$

25.17

 

Forfeited

 

 

(42

)

 

$

28.61

 

Outstanding as of August 31, 2023

 

 

714

 

 

$

28.57

 

 
Number of
Shares
(in thousands)
 
Weighted
Average Grant
Date Fair Value
 
Fair Value(1)
Outstanding as of August 31, 2014389
 $33.97
  
Granted287
 $22.58
  
Vested(151) $35.96
 $20.34
Forfeited(40) $26.59
  
Outstanding as of August 31, 2015485
 $27.21
  
Granted409
 $18.28
  
Vested(145) $30.86
 $16.36
Forfeited(14) $22.61
  
Outstanding as of August 31, 2016735
 $21.59
  
Granted315
 $20.95
  
Vested(218) $22.94
 $23.50
Forfeited
 $23.55
  
Outstanding as of August 31, 2017832
 $21.00
  
 ____________________________
(1)Amounts represent the weighted average value of the Company’s Class A common stock on the date that the restricted stock units vested.

The Company recognized compensation expense associated withtotal fair value of RSUs that vested, based on the market closing price of $6the underlying Class A common stock on the vesting date, was $7 million, $6$15 million, and $7$10 million for the years ended August 31, 2017, 20162023, 2022, and 2015,2021, respectively. As of August 31, 2017,2023, total unrecognized compensation costs related to unvested RSUs amounted to $7$8 million, which is expected to be recognized over a weighted average period of 2.5 years.

two years.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Performance Share Awards

The PlanSIP authorizes performance-based awards to certain employees subject to certain conditions and restrictions. Vesting is subject to both the continued employment of the participant with the Company and the achievement of certain performance goals established by the Compensation Committee. A participant generally must be employed by the Company on October 31 following the end of the performance period to receive an award payout, althoughpayout. However, adjusted awards will beare paid if employment terminates earlier on account of a qualifying employment termination event such as death, disability, retirement, termination without cause after the first year of the performance period, or a sale of the CompanyCompany.

In recent years, the performance share awards have comprised two separate and distinct awards with different vesting conditions. Awards vest if the threshold level under the specified metric is met at the end of the approximately three-year performance period. For awards granted in fiscal 2023 and 2022, the performance metrics are the Company’s recycled metal volume growth and its return on capital employed (“ROCE”). Award share payouts depend on the extent to which the performance goals have been achieved, which performance-based payout factors are adjusted by a total shareholder return (“TSR”) modifier based on the Company’s average TSR percentile rank relative to a designated peer group. The number of shares that a participant receives is equal to the number of performance shares granted multiplied by an initial payout factor based on recycled metal volume growth and ROCE, which ranges from a threshold of 50% to a maximum of 200%. The final payout factor is then determined by applying the TSR modifier to the initial payout factor within a certain range, with a maximum increase or decrease of 20%.

For awards granted in fiscal 2021, the performance metrics are the Company’s TSR relative to a designated peer group and the Company’s ROCE. Award share payouts depend on the extent to which the performance goals have been achieved. The number of shares that a participant receives is equal to the award granted multiplied by a payout factor, which ranges from a threshold of 50% to a maximum of 200%. The TSR awards granted in fiscal 2021 stipulate certain limitations to the payout in the event the payout reaches a defined ceiling level or the reportable segmentsCompany’s TSR is negative.

The Company estimates the fair value of performance share awards with a TSR market condition using a Monte-Carlo simulation model utilizing several key assumptions, including the following for such awards granted during the years ended August 31:

 

 

2023

 

 

2022

 

 

2021

 

Expected share price volatility (Radius)

 

 

56.1

%

 

 

51.6

%

 

 

48.5

%

Expected share price volatility (Peer group)

 

 

60.5

%

 

 

58.5

%

 

 

54.9

%

Expected correlation to peer group companies

 

 

48.1

%

 

 

46.0

%

 

 

44.5

%

Risk-free rate of return

 

 

4.16

%

 

 

0.61

%

 

 

0.23

%

The fair value of the ROCE awards granted in fiscal 2021, which awards do not have a TSR market condition, is based on the participant works. Awards will be paid inmarket closing price of the underlying Class A common stock as soon as practicable after October 31 followingon the end ofgrant date.

All the performance period.


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Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


share awards granted in fiscal 2023 and 2022 have a non-market performance condition (either recycled metal volume growth or ROCE) in addition to a market condition (TSR modifier), and the ROCE awards granted in fiscal 2021 have only a non-market performance condition. The Company accrues compensation cost for these performance share awards based on the probable outcome of achieving the specified performance conditions, net of estimated forfeitures. The Company accrues compensation costforfeitures, over the requisite service period (or to the date a qualifying employment termination event entitles the recipient to a prorated award, if it is probable thatbefore the performance conditions will be achieved.end of the service period). The Company reassesses whether achievement of the performance conditions areis probable at each reporting date. If it is probable that the actual performance results will exceed the stated target performance conditions, the Company accrues additional compensation cost for the additional performance shares to be awarded. If, upon reassessment, it is no longer probable that the actual performance results will exceed the stated target performance conditions, or that it is no longer probable that the target performance conditionconditions will be achieved, the Company reverses any recognized compensation cost for shares no longer probable of being issued. If the performance conditions are not achieved at the end of the serviceperformance period, all related compensation cost previously recognized is reversed.
Fiscal 2015 – 2016 Performance Share Awards

The Compensation Committee approved performance-based awards under the Plan with a grant date of November 25, 2014. The performance targets are based on the Company's EBITDA (weighted at 50%) and return on equity (weighted at 50%)compensation cost for the two years of the performance period, with award payouts ranging from a threshold of 50% to a maximum of 200% for each portion of the awards.

Fiscal 2016 – 2018 (November) Performance Share Awards
In the first quarter of fiscal 2016, the Compensation Committee approved performance-based awards under the Plan with a grant date of November 9, 2015. The 201,702 performance shareTSR awards granted by the Compensation Committee are comprised of two separate and distinct awards with different vesting conditions.
The Compensation Committee granted 99,860 of the performance share awards based on a relative Total Shareholder Return ("TSR") metric over a performance period spanning November 9, 2015 to August 31, 2018. Award share payouts range from a threshold of 50% to a maximum of 200% based on the relative ranking of the Company's TSR among a designated peer group of 16 companies. The TSR award stipulates certain limitations to the payout in the event the payout reaches a defined ceiling level or the Company's TSR is negative. The TSR awards contain a market condition and, therefore, once the award recipients complete the requisite service period, the related compensation expensefiscal 2021 based on the grant-date fair value, net of estimated forfeitures, is not changed,recognized over the requisite service period (or to the date a qualifying employment termination event entitles the recipient to a prorated award, if before the end of the service period), regardless of whether the market condition has been or will be satisfied.

During the years ended August 31, 2023, 2022, and 2021, the Compensation Committee granted a total of 211,046 (105,523 recycled metal volume growth with TSR modifier and 105,523 ROCE with TSR modifier), 153,080 (76,540 recycled metal volume growth with TSR modifier and 76,540 ROCE with TSR modifier), and 316,649 (157,791 TSR and 158,858 ROCE) performance share awards,

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

respectively. The estimatedweighted average grant date fair value per share of performance share awards granted was $32.10, $54.29, and $22.33 for the years ended August 31, 2023, 2022, and 2021, respectively.

A summary of the Company’s performance-based awards activity for the year ended August 31, 2023 is as follows:

 

 

Number of
Awards
(in thousands)

 

 

Weighted Average
Grant Date
Fair Value

 

Outstanding as of August 31, 2022

 

 

782

 

 

$

28.16

 

Granted

 

 

211

 

 

$

32.10

 

Performance achievement(1)

 

 

171

 

 

$

20.98

 

Vested

 

 

(487

)

 

$

21.20

 

Forfeited

 

 

(50

)

 

$

34.20

 

Outstanding as of August 31, 2023

 

 

627

 

 

$

32.44

 

(1)
Reflects the net number of awards achieved above target levels based on actual performance measured at the end of the performance period.

The total fair value of the TSR awards at the date of grant was $2 million. The Company estimated the fair value of the TSR awards using a Monte-Carlo simulation model utilizing several key assumptions including expected Company and peer company share price volatility, correlation coefficients between peers, the risk-free rate of return, the expected dividend yield and other award design features.

The remaining 101,842 performance share awards have a three-year performance period consisting of the Company’s fiscal 2016, 2017 and 2018. The performance targets are based on the Company's cash flow return on investment (“CFROI”) over the three-year performance period, with award payouts ranging from a threshold of 50% to a maximum of 200%. The fair value of the awards granted waswhich vested, based on the market closing price of the underlyingCompany’s Class A common stock on the grantvesting date, and totaled $2 million.
Fiscal 2016 – 2018 (April) Performance Share Awards
In the third quarter of fiscal 2016, the Compensation Committee approved the second half of the fiscal 2016 performance-based awards with a grant date of April 27, 2016. The Compensation Committee granted 152,221 performance share awards consisting of 73,546 TSR awards and 78,675 CFROI awards to the Company's key employees and officers under the Plan with terms substantially similar to the awards granted in the first quarter of fiscal 2016, as described above in this Note, except that the performance period for the TSR awards started on April 27, 2016 and for the CFROI awards on March 1, 2016. The estimated fair value of each of the TSR awards and CFROI awards at the date of grant was $2 million.
Fiscal 2017 – 2019 (November) Performance Share Awards
In the first quarter of fiscal 2017, the Compensation Committee approved performance-based awards under the Plan with a grant date of November 1, 2016. The 134,899 performance share awards granted by the Compensation Committee are comprised of two separate and distinct awards with different vesting conditions.
The Compensation Committee granted 65,506 performance share awards based on a relative TSR metric over a performance period spanning November 1, 2016 to August 31, 2019. Award share payouts range from a threshold of 50% to a maximum of 200% based on the relative ranking of the Company's TSR among a designated peer group of 16 companies. The TSR award stipulates certain limitations to the payout in the event the payout reaches a defined ceiling level or the Company's TSR is negative. The TSR awards contain a market condition and, therefore, once the award recipients complete the requisite service period, the related compensation expense based on the grant-date fair value is not changed, regardless of whether the market condition has been satisfied. The estimated fair value of the TSR awards at the date of grant was $2 million. The Company estimated the fair value of the TSR awards using a Monte-Carlo simulation model utilizing several key assumptions including expected Company

83 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


and peer company share price volatility, correlation coefficients between peers, the risk-free rate of return, the expected dividend yield and other award design features.
The remaining 69,393 performance share awards have a three-year performance period consisting of the Company’s fiscal 2017, 2018 and 2019. The performance targets are based on the Company's cash flow return on investment ("CFROI") over the three-year performance period, with award payouts ranging from a threshold of 50% to a maximum of 200%. The fair value of the awards granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled $2 million.
Fiscal 2017 – 2019 (April) Performance Share Awards
In the third quarter of fiscal 2017, the Compensation Committee approved the second half of the fiscal 2017 performance-based awards with a grant date of April 27, 2017. The Compensation Committee granted 167,358 performance share awards consisting of 81,262 TSR awards and 86,096 CFROI awards to the Company's key employees and officers under the Plan with terms substantially similar to the awards granted in the first quarter of fiscal 2017, as described above in this Note, except that the performance period for the TSR awards started on April 27, 2017, and the performance period for the CFROI awards started on March 1, 2017. The estimated fair value of each of these TSR awards and CFROI awards at the date of grant was $2 million.
A summary of the Company’s performance-based awards activity is as follows:
 
Number of
Shares
(in thousands)
 
Weighted
Average Grant
Date Fair Value
 
Fair Value(1)
Outstanding as of August 31, 2014623
 $27.93
  
Granted269
 $24.02
  
Vested(98) $26.27
 $23.60
Forfeited(159) $26.36
  
Outstanding as of August 31, 2015635
 $26.92
  
Granted364
 $19.19
  
Vested(194) $28.82
 $16.86
Forfeited(210) $28.48
  
Outstanding as of August 31, 2016595
 $21.02
  
Granted302
 $21.52
  
Vested(163) $24.02
 $24.15
Forfeited(83) $24.02
  
Outstanding as of August 31, 2017651
 $20.12
  
_____________________________
(1)Amounts represent the weighted average value of the Company’s Class A common stock on the date that the performance share awards vested.

Compensation expense associated with performance-based awards was calculated using management’s current estimate of the expected level of achievement of the performance targets under the Plan. Compensation expense for anticipated awards based on the Company’s financial performance was $3$13 million, $4$14 million, and $2$7 million for the years ended August 31, 2017, 20162023, 2022, and 2015,2021, respectively. As of August 31, 2017,2023, total unrecognized compensation costs related to non-vestedunvested performance sharesshare awards amounted to $7$4 million, which is expected to be recognized over a weighted average period of 1.6 years.
two years.

Deferred Stock Units

(“DSUs”)

The Deferred Compensation Plan for Non-Employee Directors (“DSU Plan”) provides for the issuance of DSUs to non-employee directors to be granted under the DSU Plan. Each DSU gives the director the right to receive one share of Class A common stock at a future date. Immediately following the annual meeting of shareholders, each non-employee director will receivereceives DSUs which will become fully vested on the day before the next annual meeting, subject to continued service on the Board. The compensation expensecost associated with the DSUs granted is recognized over the respective requisite service period of the awards.

The Company will issueissues Class A common stock to a director pursuant to vested DSUs in a lump sum in January of the first year after the director ceases to be a director of the Company, subject to the right of the director to elect an installment payment program under the DSU Plan.


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Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


DSUs with vesting conditions granted during the years ended August 31, 2017, 20162023, 2022, and 20152021 totaled 42,771 shares, 57,780 shares21,438 units, 20,876 units, and 48,590 shares,28,042 units, respectively. The compensation expensecost associated with DSUs and the total value of shares vested during each of thethese fiscal years, ended August 31, 2017, 2016 and 2015, as well as the unrecognized compensation expensecost as of August 31, 2017,2023, were not material.

Stock Options
No options were granted

Note 15 - Derivative Financial Instruments

Interest Rate Swaps

The Company is exposed to interest rate risk on its debt and may enter interest rate swap contracts to effectively manage the impact of interest rate changes on its outstanding debt, which has predominantly floating interest rates. The Company does not enter interest rate swap transactions for trading or speculative purposes.

During the fiscal year ended August 31, 2023, the Company entered three pay-fixed interest rate swap transactions, each with a different major financial institution counterparty and designated as a cash flow hedge, to hedge the variability in fiscal 2017, 2016, and 2015, and allinterest cash flows associated with the Company’s variable-rate loans under its bank revolving credit facilities. The interest rate swaps involve the receipt of variable-rate amounts from the counterparty in exchange for the Company making fixed-rate payments over the life of the options outstanding duringagreement without exchange of the periods presented had expiredunderlying notional amount. These contracts mature in August 2026. As of August 31, 2023, the total notional amount of these interest rate swaps was $150 million. The fair values of the interest rate swaps are based upon inputs corroborated by observable market data which is considered Level 2 of the fair value hierarchy.

The fair value of derivative instruments in the Consolidated Balance Sheet as of August 31, 2017. Compensation expense associated with stock options, the total proceeds received from option exercises and the tax benefits realized from options exercised was zero for the years ended August 31, 2017, 2016 and 2015.

A summary of the Company’s stock option activity and related information2023 is as follows:
 
Options
(in thousands)
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term (in years)
 
Aggregate
Intrinsic Value
(in thousands)(1)
Outstanding as of August 31, 2014526
 $32.25
 2.2 $335
Granted
 $
    
Exercised
 $
    
Canceled(122) $24.95
    
Outstanding as of August 31, 2015404
 $34.46
 1.3 $
Granted
 $
    
Exercised
 $
    
Canceled(182) $34.11
    
Outstanding as of August 31, 2016222
 $34.75
 1.0 $
Granted
 $
    
Exercised
 $
    
Canceled(222) $34.75
    
Outstanding as of August 31, 2017
 $
 
 $
 ____________________________
(1)Amounts represent the difference between the exercise price and the closing price of the Company’s stock on the last trading day of the corresponding fiscal year, multiplied by the number of in-the-money options.


85follows (in thousands):

92 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Asset (Liability) Derivatives

 

 

Balance Sheet Location

 

August 31, 2023

 

Interest rate swap contracts

Prepaid expenses and other current assets

 

$

1,163

 

Interest rate swap contracts

Other long-term liabilities

 

 

(1,555

)



Table

See Note 11 - Accumulated Other Comprehensive Loss for tabular presentation of Contents              SCHNITZER STEEL INDUSTRIES, INC.the effects of interest rate swap derivative cash flow hedges on other comprehensive income. All related cash flow hedge amounts reclassified from accumulated other comprehensive income (“AOCI”) were recorded in interest expense on the Consolidated Statement of Operations for the year ended August 31, 2023, which reclassified amounts totaled less than $1 million. Total interest expense was $19 million for the year ended August 31, 2023. There was no hedge ineffectiveness with respect to the Company’s interest rate swap cash flow hedges for the year ended August 31, 2023.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Note 1516 - Income Taxes

Income (loss)

(Loss) income from continuing operations before income taxes was as follows for the years ended August 31 (in thousands):

 

 

2023

 

 

2022

 

 

2021

 

United States

 

$

(32,541

)

 

$

204,150

 

 

$

195,037

 

Foreign

 

 

4,465

 

 

 

12,526

 

 

 

12,952

 

Total

 

$

(28,076

)

 

$

216,676

 

 

$

207,989

 

 2017 2016 2015
United States$43,871
 $(4,303) $(113,084)
Foreign4,819
 (11,202) (87,380)
Total$48,690
 $(15,505) $(200,464)

Income tax (benefit) expense (benefit) from continuing operations consisted of the following for the years ended August 31 (in thousands):

 

 

2023

 

 

2022

 

 

2021

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

(377

)

 

$

18,114

 

 

$

27,244

 

State

 

 

974

 

 

 

1,392

 

 

 

3,811

 

Foreign

 

 

590

 

 

 

39

 

 

 

(4

)

Total current tax expense

 

 

1,187

 

 

 

19,545

 

 

 

31,051

 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

(4,198

)

 

 

21,771

 

 

 

6,939

 

State

 

 

(686

)

 

 

780

 

 

 

(547

)

Foreign

 

 

950

 

 

 

2,501

 

 

 

492

 

Total deferred tax (benefit) expense

 

 

(3,934

)

 

 

25,052

 

 

 

6,884

 

Total income tax (benefit) expense

 

$

(2,747

)

 

$

44,597

 

 

$

37,935

 

93 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 2017 2016 2015
Current:     
Federal$(1,130) $23
 $(11,275)
State190
 180
 (84)
Foreign(16) 25
 732
Total current tax expense (benefit)$(956) $228
 $(10,627)
Deferred:     
Federal$2,046
 $502
 $(4,752)
State232
 54
 2,805
Foreign
 (49) (41)
Total deferred tax expense (benefit)2,278
 507
 (1,988)
Total income tax expense (benefit)$1,322
 $735
 $(12,615)

A reconciliation of the difference between the federal statutory rate and the Company’s effective tax rate for the years ended August 31 is as follows:

 

 

2023

 

 

2022

 

 

2021

 

Federal statutory rate

 

 

21.0

%

 

 

21.0

%

 

 

21.0

%

State taxes, net of credits

 

 

5.0

 

 

 

1.6

 

 

 

1.4

 

Foreign income taxed at different rates

 

 

(1.2

)

 

 

 

 

 

(0.5

)

Valuation allowance on deferred tax assets

 

 

(6.1

)

 

 

0.4

 

 

 

(1.0

)

Federal rate change

 

 

 

 

 

 

 

 

0.4

 

Non-deductible officers’ compensation

 

 

(7.8

)

 

 

2.5

 

 

 

1.2

 

Other non-deductible expenses

 

 

(1.6

)

 

 

0.3

 

 

 

0.4

 

Noncontrolling interests

 

 

0.3

 

 

 

(0.3

)

 

 

(0.5

)

Research and development credits

 

 

6.4

 

 

 

(0.9

)

 

 

(1.5

)

Tax return to provision adjustment

 

 

(1.2

)

 

 

(2.4

)

 

 

 

Unrecognized tax benefits

 

 

(8.5

)

 

 

1.2

 

 

 

0.9

 

Interest income

 

 

1.4

 

 

 

(0.1

)

 

 

(0.1

)

Excess tax benefit from stock-based compensation

 

 

3.2

 

 

 

(1.6

)

 

 

(0.2

)

Foreign derived intangible income

 

 

 

 

 

(1.0

)

 

 

(2.5

)

Other

 

 

(1.1

)

 

 

(0.1

)

 

 

(0.8

)

Effective tax rate

 

 

9.8

%

 

 

20.6

%

 

 

18.2

%

 2017 2016 2015
Federal statutory rate35.0 % 35.0 % 35.0 %
State taxes, net of credits1.8
 1.3
 1.1
Foreign income taxed at different rates(1.9) (12.0) (7.7)
Non-deductible officers’ compensation2.2
 (2.0) (0.1)
Noncontrolling interests(1.8) 4.1
 0.3
Research and development credits(1.5) 2.4
 0.3
Valuation allowance on deferred tax assets(31.2) (59.0) (25.2)
Unrecognized tax benefits1.3
 (3.6) (0.6)
Non-deductible goodwill
 (0.9) (2.5)
Realized foreign investment basis(0.9) 29.4
 6.3
Other(0.3) 0.6
 (0.6)
Effective tax rate2.7 % (4.7)% 6.3 %

Effective Tax Rate

The Company'sCompany’s effective tax rate from continuing operations infor fiscal 20172023 was a benefit on pre-tax loss of 9.8%, compared to an expense on pre-tax income of 2.7%, which20.6% and 18.2% for fiscal 2022 and 2021, respectively. The Company’s effective tax rate from continuing operations for fiscal 2023 was lower than the U.S. federal statutory rate of 35%21% primarily due to the Company's full valuation allowance positionsaggregate effect of the relatively low absolute level of pre-tax earnings, permanent differences from non-deductible expenses, and federal incomeunrecognized tax refund claims, partially offset by increases in deferred tax liabilities from indefinite-lived assets in all jurisdictions. The valuation allowances on the Company's deferred tax assets are the result of negative objective evidence, including the effects of historical losses in our tax jurisdictions, outweighing positive objective and subjective evidence, indicating that it is more likely than not that the associated tax benefit will not be realized.


86 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


benefits. The Company's effective tax rate from continuing operations infor fiscal 2016 was an expense2022 approximated the U.S. federal statutory rate of 4.7%21%, whichreflecting tax benefits from vesting of share-based awards, the foreign derived intangible income (“FDII”) deduction, and research and development credits, offset by the aggregate impact of state taxes and permanent differences from non-deductible expenses. The Company's effective tax rate from continuing operations for fiscal 2021 was lower than the U.S. federal statutory rate of 35%. The effective tax rate was reduced for valuation allowances on deferred tax assets and21% primarily due to the aggregate impact of foreign income taxed at different rates. Those reductions were partially offset by the realization of deductible foreign investment basis for tax purposes. The Company’s income tax expense is comprised primarily of the increase in deferred tax liabilities from indefinite-lived assets plus certain state cash tax expenses. The increase in valuation allowance on deferred tax assets was recognized as a result of negative evidence, including recent losses in all tax jurisdictions, outweighing the more subjective positive evidence, indicating that it is more likely than not that the associated tax benefit will not be realized. Realization of the deferred tax assets is dependent upon generating sufficient taxable income in the associated tax jurisdictions in future years to benefit from the reversalFDII deduction, the impact of net deductible temporary differencesresearch and fromdevelopment credits, and the utilizationrelease of net operating losses.
the valuation allowance against Puerto Rico deferred tax assets.

Inflation Reduction Act

On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law, which included the introduction of a new 15% Corporate Alternative Minimum Tax (“CAMT”), as well as a 1% excise tax on corporate share repurchases. The Company's effective tax rate from continuing operationsCompany does not meet the threshold to be subject to the CAMT, and there were no other impacts of the IRA to the Company in fiscal 2015 was a benefit of 6.3% which was lower than the U.S. federal statutory rate of 35%. The effective tax rate was reduced by 33% for valuation allowances on deferred tax assets2023 or 2022.

94 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Deferred Tax Assets and the aggregate impact of excluding foreign income taxed at different rates. Those expenses were partially offset by the recognition of a $13 million benefit related to the realization of deductible foreign investment basis for tax purposes. The increase in valuation allowance on deferred tax assets was recognized as a result of negative evidence, including recent losses in all tax jurisdictions, outweighing the more subjective positive evidence, indicating that it is more likely than not that the associated tax benefit will not be realized.

Liabilities

Deferred tax assets and liabilities were comprised of the following as of August 31 (in thousands):

 

 

2023

 

 

2022

 

Deferred tax assets:

 

 

 

 

 

 

Operating lease liabilities

 

$

17,605

 

 

$

17,901

 

Amortizable goodwill and other intangibles

 

 

13,488

 

 

 

9,914

 

Employee benefit accruals

 

 

8,772

 

 

 

12,241

 

Net operating loss carryforwards

 

 

20,280

 

 

 

7,499

 

Environmental liabilities

 

 

10,109

 

 

 

9,742

 

Other contingencies

 

 

5,579

 

 

 

5,199

 

State credit carryforwards

 

 

7,711

 

 

 

7,212

 

Inventory valuation methods

 

 

2,508

 

 

 

2,749

 

Other

 

 

7,193

 

 

 

3,687

 

Valuation allowances

 

 

(17,042

)

 

 

(15,342

)

Total deferred tax assets

 

 

76,203

 

 

 

60,802

 

Deferred tax liabilities:

 

 

 

 

 

 

Accelerated depreciation and other basis differences

 

 

61,938

 

 

 

60,539

 

Operating lease right-of-use assets

 

 

17,573

 

 

 

17,353

 

Investment in operating partnerships

 

 

25,769

 

 

 

15,553

 

Prepaid expense acceleration and other

 

 

6,827

 

 

 

6,087

 

Total deferred tax liabilities

 

 

112,107

 

 

 

99,532

 

Net deferred tax liabilities

 

$

(35,904

)

 

$

(38,730

)

 2017 2016
Deferred tax assets:   
Environmental liabilities$11,187
 $11,048
Employee benefit accruals13,692
 12,620
State income tax and other7,608
 8,518
Net operating loss carryforwards9,243
 19,723
State credit carryforwards6,678
 6,352
Inventory valuation methods690
 
Amortizable goodwill and other intangibles41,793
 47,023
Valuation allowances(70,374) (86,917)
Total deferred tax assets$20,517
 $18,367
Deferred tax liabilities:   
Accelerated depreciation and other basis differences$37,096
 $32,528
Prepaid expense acceleration2,568
 2,402
Inventory valuation methods
 119
Total deferred tax liabilities39,664
 35,049
Net deferred tax liability$19,147
 $16,682

As of August 31, 2017, the Company had2023, deferred tax assets related to U.S. federal net operating loss carryforwards were $11 million with no expiration period, and deferred tax assets related to state operating loss carryforwards were $9 million, the majority of $12 million, which had a valuation allowance. State operating loss carryforwards will expire if not used by 2036. Foreign operating loss carryforwards were $27 million, which expire if not used between 2024 and 2037.in various years beginning in 2023. State credit carryforwards will expire if not used between 20182023 and 2025.


87 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table2037.

Valuation Allowances

The Company assesses the realizability of Contents              SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


its deferred tax assets on a quarterly basis through an analysis of potential sources of future taxable income, including prior year taxable income available to absorb a carryback of tax losses, reversals of existing taxable temporary differences, tax planning strategies, and forecasts of taxable income. The Company considers all negative and positive evidence, including the weight of the evidence, to determine if valuation allowances against deferred tax assets are required. In fiscal 2021, the Company released the valuation allowance against its Puerto Rican deferred tax assets resulting in a discrete tax benefit of $2 million. The release of this valuation allowance was the result of sufficient positive evidence at the time, including cumulative income in the Company’s Puerto Rico tax jurisdiction in recent years and projections of future taxable income based primarily on the Company's improved financial performance, that it is more-likely-than-not that the deferred tax assets will be realized. The Company continues to maintain valuation allowances against certain state and Canadian deferred tax assets. Canadian deferred tax assets against which the Company continues to maintain a valuation allowance relate to indefinite-lived assets.

Accounting for Uncertainty in Income Taxes

The following table summarizes the activity related to the Company’s reserve for unrecognized tax benefits, excluding interest and penalties, for the years ended August 31 (in thousands):

 

 

2023

 

 

2022

 

 

2021

 

Unrecognized tax benefits, as of the beginning of the year

 

$

10,326

 

 

$

8,320

 

 

$

7,456

 

Additions (reductions) for tax positions of prior years

 

 

281

 

 

 

1,055

 

 

 

(574

)

Additions for tax positions of the current year

 

 

1,223

 

 

 

974

 

 

 

1,486

 

Reductions for lapse of statutes

 

 

 

 

 

(23

)

 

 

(48

)

Unrecognized tax benefits, as of the end of the year

 

$

11,830

 

 

$

10,326

 

 

$

8,320

 

95 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 2017 2016 2015
Unrecognized tax benefits, as of the beginning of the year$4,724
 $3,970
 $2,780
Additions for tax positions of prior years
 
 
Reductions for tax positions of prior years(120) (56) 
Additions for tax positions of the current year944
 810
 1,571
Settlements with tax authorities
 
 (381)
Unrecognized tax benefits, as of the end of the year$5,548
 $4,724
 $3,970

The Company does not anticipate any material changes toanticipates an immaterial impact on earnings from releases from the reserve in the next 12 months. Reserves pertaining to positions claimed on the fiscal year 2013 through 2017 tax returns would result in net operating loss offsets in the event the positions were successfully challenged. Pursuant to FASB's Accounting Standards Update 2013-11, the reserves are netted against deferred tax assets related to net operating loss carryforwards. The Company believes that it is reasonably possible that approximately $2 million of its currently remaining unrecognized tax benefits may be recognized by the end of fiscal 2018 as a result of a lapse of the statute of limitations.

The recognized amountsamount of tax-related penalties and interest werewas not material for all periods presented.
each of the fiscal years presented in this report.

The Company files federal and state income tax returns in the U.S. and foreign tax returns in Puerto Rico and Canada. For U.S. federal income tax returns, fiscal years 20132014 to 20162022 remain subject to examination under the statute of limitations.


Note 16 –17 - Net (Loss) Income (Loss) Per Share

The following table sets forth the information used to compute basic and diluted net (loss) income (loss) per share attributable to SSIRadius shareholders for the years ended August 31 (in thousands):

 

 

2023

 

 

2022

 

 

2021

 

(Loss) income from continuing operations

 

$

(25,329

)

 

$

172,079

 

 

$

170,054

 

Net income attributable to noncontrolling interests

 

 

(353

)

 

 

(3,196

)

 

 

(4,863

)

(Loss) income from continuing operations attributable to Radius shareholders

 

 

(25,682

)

 

 

168,883

 

 

 

165,191

 

Loss from discontinued operations, net of tax

 

 

(109

)

 

 

(83

)

 

 

(79

)

Net (loss) income attributable to Radius shareholders

 

$

(25,791

)

 

$

168,800

 

 

$

165,112

 

Computation of shares:

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding, basic

 

 

28,008

 

 

 

28,084

 

 

 

27,982

 

Incremental common shares attributable to dilutive performance share, RSU and DSU awards

 

 

 

 

 

1,445

 

 

 

1,211

 

Weighted average common shares outstanding, diluted

 

 

28,008

 

 

 

29,529

 

 

 

29,193

 

 2017 2016 2015
Income (loss) from continuing operations$47,368
 $(16,240) $(187,849)
Net income attributable to noncontrolling interests(2,467) (1,821) (1,933)
Income (loss) from continuing operations attributable to SSI44,901
 (18,061) (189,782)
Loss from discontinued operations, net of tax(390) (1,348) (7,227)
Net income (loss) attributable to SSI$44,511
 $(19,409) $(197,009)
Computation of shares:     
Weighted average common shares outstanding, basic27,537
 27,229
 27,010
Incremental common shares attributable to dilutive performance share, RSU and DSU awards604
 
 
Weighted average common shares outstanding, diluted28,141
 27,229
 27,010

Common stock equivalent shares of 251,899, 1,016,745698,847 and 1,018,858113,005 were considered antidilutive and were excluded from the calculation of diluted net (loss) income (loss) per share attributable to SSIRadius shareholders for the years ended August 31, 2017, 20162023 and 2015,2022, respectively.No common stock equivalent shares were considered antidilutive for the year ended August 31, 2021.


Note 17 –18 - Related Party Transactions

The Company purchases recycled metal from its joint venture operationsoperation at prices that approximate fair market value. These purchases totaled $14$18 million, $12$26 million, and $2220 million for the years ended August 31, 2017, 2016 and 2015, respectively.


88 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


Thomas D. Klauer, Jr., who had been President of the Company’s former Auto Parts Business prior to his retirement on January 5, 2015, is the sole shareholder of a corporation that is the 25% minority partner in a partnership in which the Company is the 75% partner and which operates five self-service stores in Northern California. Mr. Klauer’s 25% share of the profits of this partnership, through the date of his retirement, totaled $1 million for the year ended August 31, 2015. The partnership leases properties from entities in which Mr. Klauer has ownership interests under agreements that expire in December 2020 with options to renew the leases, upon expiration, for multiple periods. The rent paid by the partnership to the entities in which Mr. Klauer has ownership interests, through the date of his retirement, was less than $1 million for the year ended August 31, 2015.
Certain members of the Schnitzer family own significant interests in, or are related to owners of, MMGL Corp (“MMGL,” formerly known as Schnitzer Investment Corp.), which is engaged in the real estate business and was a subsidiary of the Company prior to 1989. The Company and MMGL are involved in a cost sharing arrangement with respect to defense costs related to Portland Harbor. MMGL was considered a related party for financial reporting purposes prior to January 2015 due to the involvement of Kenneth M. Novack, a former member of the Company's board of directors, in the management of MMGL. As of January 2015, Mr. Novack was no longer a member of the Company's board of directors and, thus, MMGL ceased being a related party. As of August 31, 2014, $1 million was receivable from MMGL, which was paid in full in the first quarter of fiscal 2015.
Note 18 – Segment Information
The accounting standards for reporting information about operating segments define an operating segment as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses for which discrete financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.
Prior to the fourth quarter of fiscal 2017, the Company's internal organizational and reporting structure supported two operating and reportable segments: the Auto and Metals Recycling ("AMR") business and the Steel Manufacturing Business ("SMB"). In the fourth quarter of fiscal 2017, in accordance with its plan announced in June 2017, the Company modified its internal organizational and reporting structure to combine its steel manufacturing operations, which had been reported as the SMB segment, with its Oregon metals recycling operations, which had been reported within the AMR segment, forming a new division named Cascade Steel and Scrap ("CSS"). This resulted in a realignment of how the Chief Executive Officer, who is considered the Company's chief operating decision maker, reviews performance and makes decisions on resource allocation. The Company began reporting on this new segment structure in the fourth quarter of fiscal 2017 as reflected in this Annual Report on Form 10-K. The segment data for the comparable periods presented has been recast to conform to the current period presentation for all activities of the reorganized segments. Recasting this historical information did not have an impact on the Company's consolidated financial performance for any of the periods presented.
AMR buys and processes ferrous and nonferrous scrap metal for sale to foreign and domestic steel producers or their representatives and procures salvaged vehicles and sells serviceable used auto parts from these vehicles through a network of self-service auto parts stores. These auto parts stores also supply the Company's shredding facilities with autobodies that are processed into saleable recycled scrap metal. CSS operates a steel mini-mill that produces a range of finished steel long products using recycled scrap metal and other raw materials. CSS's steel mill obtains substantially all of its recycled scrap metal raw material requirements from its integrated metals recycling and joint venture operations.
The Company holds noncontrolling ownership interests in joint ventures, which are either in the metals recycling business or are suppliers of unprocessed metal. The Company's allocable portion of the results of these joint ventures is reported within the segment results. Three of the joint venture interests are presented as part of AMR operations, and one interest is presented as part of CSS operations. The joint ventures sell recycled scrap metal to AMR and to CSS at prices that approximate local market rates, which produces intercompany profit. This intercompany profit is eliminated while the products remain in inventory and is not recognized until the finished products are sold to third parties.
Intersegment sales from AMR to CSS are made at prices that approximate local market rates. These intercompany sales tend to produce intercompany profits which are not recognized until the finished products are ultimately sold to third parties.

89 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


The information provided below is obtained from internal information that is provided to the Company’s chief operating decision maker for the purpose of corporate management. The Company uses segment operating income to measure segment performance. The Company does not allocate corporate interest income and expense, income taxes and other income to its reportable segments. Certain expenses related to shared services that support operational activities and transactions are allocated from Corporate to the segments. Unallocated Corporate expense consists primarily of expense for management and certain administrative services that benefit both reportable segments. Because of the unallocated income and expense, the operating income of each reportable segment does not reflect the operating income the reportable segment would report as a stand-alone business. In addition, the Company does not allocate restructuring charges and other exit-related activities to the segment operating income because management does not include this information in its measurement of the performance of the operating segments. The results of discontinued operations are excluded from segment operating income and are presented separately, net of tax, from the results of ongoing operations for all periods presented.
The following is a summary of the Company’s total assets as of August 31 (in thousands):
 2017 2016
Total assets:   
Auto and Metals Recycling(1)
$1,298,757
 $1,186,949
Cascade Steel and Scrap696,269
 696,031
Total segment assets1,995,026
 1,882,980
Corporate and eliminations(2)
(1,061,271) (991,551)
Total assets$933,755
 $891,429
Property, plant and equipment, net (3)
$390,629
 $392,820
_____________________________
(1)AMR total assets include $5 million and $6 million as of August 31, 2017 and 2016, respectively, for investments in joint ventures. CSS total assets include $7 million and $8 million as of August 31, 2017 and 2016, respectively, for investment in joint ventures.
(2)The substantial majority of Corporate and eliminations total assets is comprised of Corporate intercompany payables to the Company's operating segments and intercompany eliminations.
(3)Property, plant and equipment, net includes $17 million and $19 million as of August 31, 2017 and 2016, respectively, at our Canadian locations.


90 / Schnitzer Steel Industries, Inc. Form 10-K 2017


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


The table below illustrates the Company’s results from continuing operations by reportable segment for the years ended August 31, (in thousands):2023, 2022, and 2021, respectively.

 2017 2016 2015
Auto and Metals Recycling:     
Revenues$1,363,618
 $1,060,592
 $1,513,315
Less: Intersegment revenues(15,647) (12,081) (33,029)
AMR external customer revenues1,347,971
 1,048,511
 1,480,286
Cascade Steel and Scrap:     
Revenues339,620
 304,032
 435,113
Total revenues$1,687,591
 $1,352,543
 $1,915,399
Depreciation and amortization:     
Auto and Metals Recycling$34,853
 $39,033
 $50,126
Cascade Steel and Scrap12,525
 13,052
 14,164
Segment depreciation and amortization47,378
 52,085
 64,290
Corporate2,462
 2,545
 2,825
Total depreciation and amortization$49,840
 $54,630
 $67,115
Capital expenditures:     
Auto and Metals Recycling$34,575
 $26,623
 $21,845
Cascade Steel and Scrap10,224
 7,044
 7,816
Segment capital expenditures44,799
 33,667
 29,661
Corporate141
 904
 2,636
Total capital expenditures$44,940
 $34,571
 $32,297
Reconciliation of the Company’s segment operating income (loss) to income (loss) from continuing operations before income taxes:     
Auto and Metals Recycling(1)
$91,405
 $23,168
 $(166,119)
Cascade Steel and Scrap(2)
5,275
 4,696
 20,535
Segment operating income (loss)96,680
 27,864
 (145,584)
Restructuring charges and other exit-related activities109
 (6,781) (13,008)
Corporate and eliminations(40,776) (28,925) (36,937)
Operating income (loss)56,013
 (7,842) (195,529)
Interest expense(8,081) (8,889) (9,191)
Other income, net758
 1,226
 4,256
Income (loss) from continuing operations before income taxes$48,690
 $(15,505) $(200,464)
_____________________________
(1)AMR operating income (loss) includes $2 million, less than $1 million and $1 million in income from joint ventures accounted for by the equity method in fiscal 2017, 2016 and 2015, respectively. AMR operating income (loss) includes a goodwill impairment charge of $9 million in fiscal 2016, and other asset impairment charges (recoveries), net of less than $(1) million, $16 million and $44 million in fiscal 2017, 2016 and 2015, respectively.
(2)CSS operating income includes $1 million, less than $1 million and $1 million in income from joint ventures accounted for by the equity method in fiscal 2017, 2016 and 2015, respectively. CSS operating income includes asset impairment charges (recoveries), net of $(1) million and $4 million in fiscal 2017 and 2016, respectively.


91

96 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


Fiscal 2023


Table of Contents              SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


The following revenues from external customers are presented based on the sales destination and by major product for the years ended August 31 (in thousands):
 2017 2016 2015
Revenues based on sales destination:     
Foreign$894,265
 $683,569
 $984,910
Domestic793,326
 668,974
 930,489
Total revenues from external customers$1,687,591
 $1,352,543
 $1,915,399
      
Major product information:     
Ferrous scrap metal$855,161
 $619,060
 $922,291
Nonferrous scrap metal425,989
 340,025
 488,036
Retail and other126,235
 123,553
 130,035
Finished steel products280,206
 269,355
 363,795
Semi-finished steel products
 550
 11,242
Total revenues from external customers$1,687,591
 $1,352,543
 $1,915,399

In fiscal 2017, 2016 and 2015, there were no external customers that accounted for more than 10% of the Company’s consolidated revenues. Sales to customers in foreign countries are a significant part of the Company’s business. The schedule below identifies those foreign countries to which the Company’s sales exceeded 10% of consolidated revenues in any of the last three years ended August 31 (in thousands):
 2017 
% of
Revenue
 2016 
% of
Revenue
 2015 
% of
Revenue
China$216,231
 13% $150,570
 11% $240,279
 13%
Turkey(1)
N/A
 N/A
 163,696
 12% 225,040
 12%
_____________________________

(1)

Table of Contents

N/A = Sales were less than the 10% threshold.

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING



92 / Schnitzer Steel Industries, Inc. Form 10-K 2017



Quarterly Financial Data (Unaudited)
In the opinion of management, this unaudited quarterly financial summary includes all adjustments necessary for a fair statement of the results for the periods represented (in thousands, except per share amounts):
 Fiscal 2017
 First Second Third Fourth
Revenues$334,161
 $382,084
 $477,088
 $494,258
Cost of goods sold$295,892
 $326,804
 $411,109
 $430,703
Operating income$587
 $14,171
 $19,147
 $22,108
Loss from discontinued operations, net of tax$(53) $(95) $(127) $(114)
Net income (loss) attributable to SSI$(1,326) $11,037
 $16,565
 $18,235
Basic net income (loss) per share attributable to SSI$(0.05) $0.40
 $0.60
 $0.66
Diluted net income (loss) per share attributable to SSI$(0.05) $0.40
 $0.60
 $0.64
 
 Fiscal 2016
 First Second Third Fourth
Revenues$321,198
 $289,077
 $351,604
 $390,664
Cost of goods sold$284,854
 $259,670
 $294,738
 $336,726
Operating income (loss)$(4,028) $(37,076) $14,886
 $18,376
Loss from discontinued operations, net of tax$(65) $(1,024) $(116) $(143)
Net income (loss) attributable to SSI$(5,296) $(41,245) $11,000
 $16,132
Basic net income (loss) per share attributable to SSI$(0.20) $(1.52) $0.40
 $0.59
Diluted net income (loss) per share attributable to SSI$(0.20) $(1.52) $0.40
 $0.58
___________________________
The sum of quarterly amounts may not agree to the full-year equivalent due to rounding.
In the second quarter of fiscal 2016, operating results included a goodwill impairment charge of $9 million, other asset impairment charges of $18 million and restructuring charges and other exit-related activities of $5 million. In the fourth quarter of fiscal 2016, operating results included other asset impairment charges of $2 million and an insurance reimbursement gain of $6 million.
See Note 2 - Summary of Significant Accounting Policies, Note 6 - Goodwill and Other Intangible Assets, net, Note 8 - Discontinued Operations, and Note 9 - Commitments and Contingencies.

93 / Schnitzer Steel Industries, Inc. Form 10-K 2017



Schedule II – Valuation and Qualifying Accounts

For the Years Ended August 31, 2017, 20162023, 2022, and 2015

2021

(In thousands)

Column A

 

Column B

 

 

Column C

 

 

Column D

 

 

Column E

 

Description

 

Balance at
Beginning
of Period

 

 

Charges
to Cost and Expenses

 

 

Deductions

 

 

Balance at
End of
Period

 

Fiscal 2023

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses

 

$

1,550

 

 

$

311

 

 

$

(271

)

 

$

1,590

 

Deferred tax valuation allowance

 

$

15,342

 

 

$

1,873

 

 

$

(173

)

 

$

17,042

 

Fiscal 2022

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for credit losses

 

$

1,566

 

 

$

40

 

 

$

(56

)

 

$

1,550

 

Deferred tax valuation allowance

 

$

14,522

 

 

$

2,326

 

 

$

(1,506

)

 

$

15,342

 

Fiscal 2021

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts

 

$

1,593

 

 

$

 

 

$

(27

)

 

$

1,566

 

Deferred tax valuation allowance

 

$

16,933

 

 

$

482

 

 

$

(2,893

)

 

$

14,522

 


Column A Column B Column C Column D Column E
Description 
Balance at
beginning
of period
 
Charges to cost
and expenses
 Deductions 
Balance at
end of
period
Fiscal 2017        
Allowance for doubtful accounts $2,315
 $126
 $(161) $2,280
Deferred tax valuation allowance $86,917
 $690
 $(17,233) $70,374
Fiscal 2016        
Allowance for doubtful accounts $2,496
 $131
 $(312) $2,315
Deferred tax valuation allowance $78,304
 $8,613
 $
 $86,917
Fiscal 2015        
Allowance for doubtful accounts $2,720
 $(280) $56
 $2,496
Allowance for notes and other contractual receivables $7,602
 $
 $(7,602) $
Deferred tax valuation allowance $30,265
 $48,039
 $
 $78,304


94 / Schnitzer Steel Industries, Inc. Form 10-K 2017



Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.


ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has completed an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Consistent with guidance issued by the Securities and Exchange Commission that an assessment of internal controls over financial reporting of a recently acquired business may be omitted from management's evaluation of disclosure controls and procedures, management is excluding an assessment of the internal controls of the ScrapSource business, which the Company acquired on November 18, 2022, from its evaluation of the effectiveness of the Company’s disclosure controls and procedures. The ScrapSource business represented less than 2% of consolidated total assets and less than 1% of consolidated total revenues as of and for the year ended August 31, 2023. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of August 31, 2017,2023, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

Management’s Annual Report on Internal Control Over Financial Reporting is presented within Part II, Item 8 of this report and is incorporated herein by reference.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.


ITEM 9B. OTHER INFORMATION

None.


95

During the three months ended August 31, 2023, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended), adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933, as amended).

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

98 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


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Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Information required by Item 401 of Regulation S-K regarding directors, and information required by Items 405, 407(c)(3), 407(d)(4), and 407(d)(5) of Regulation S-K, will be included under “Election of Directors,”Directors” and “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement for its 20182024 Annual Meeting of Shareholders and is incorporated herein by reference.

Executive

Information regarding executive officers is included in “Executive Officers of the Registrant

NameAgeOffice
Tamara L. Lundgren60President and Chief Executive Officer
Richard D. Peach54Senior Vice President, Chief Financial Officer and Chief of Corporate Operations
Michael Henderson58Senior Vice President, Co-President, Auto and Metals Recycling, and Co-President, Cascade Steel and Scrap
Steven Heiskell48Senior Vice President and Co-President, Auto and Metals Recycling
Jeffrey Dyck54Senior Vice President and Co-President, Cascade Steel and Scrap
Peter Saba56Senior Vice President, General Counsel and Corporate Secretary
Stefano Gaggini46Vice President, Corporate Controller and Principal Accounting Officer

Tamara L. Lundgren has been our President and Chief Executive Officer since December 2008. She joined the CompanyCompany” in September 2005 as Vice President and Chief Strategy Officer and held rolesPart I, Item 1. Business of increasing responsibility, including Executive Vice President and Chief Operating Officer. Prior to joining us, Ms. Lundgren was an investment banker and lawyer with 25 years of experience in the U.S. and Europe. She was a Managing Director in the Investment Banking Division of JPMorgan Chase, which she joined in 2001, and Deutsche Bank, which she joined in 1996. Earlier she was a partner in the Washington, DC law firm of Hogan Lovells (then Hogan & Hartson, LLP). Ms. Lundgren earned a B.A. degree from Wellesley College and a J.D. degree from the Northwestern University School of Law.
Richard D. Peach joined us in March 2007 and was appointed Chief Financial Officer in December 2007. In September 2016, in addition to his responsibilities as Chief Financial Officer, Mr. Peach assumed the role of Chief of Corporate Operations. Prior to joining us, Mr. Peach was the Chief Financial Officer and Senior Vice President with the Western U.S. energy utility, PacifiCorp, from 2003 to 2006. From 1995 to 2002, he served in senior management positions with ScottishPower, the international energy company, including Group Controller, Managing Director of United Kingdom Customer Services and Director of Energy Supply Finance. Prior to joining ScottishPower, Mr. Peach was a senior manager with Coopers & Lybrand. Mr. Peach is a member of the Institute of Chartered Accountants of Scotland.
Michael Henderson joined us in April 2012 and served as Chief Operating Officer and President of the Metals Recycling Business, prior to his promotion to Co-President of the Auto and Metals Recycling business in April 2015, and then Co-President of the Cascade Steel and Scrap business in June 2017. Prior to joining Schnitzer, he was Eastern Region President for Sims Metal Management where he was responsible for 26 facilities, including four shredders and five port locations. He began his career with Naparano Iron & Metal and has more than 30 years in the scrap industry, including expertise in both the ferrous and nonferrous sides of the business.
Steven Heiskell joined us in August 2004 and served in a variety of capacities within our Auto Parts Business, including as Vice President Corporate Development, Chief Development Officer, General Manager and Vice President and Managing Director, prior to his promotion to Co-President of the Auto and Metals Recycling business in April 2015. Prior to joining us, Steven served in a variety of executive positions at Simpata, Inc., a venture capital backed internet startup in San Francisco, Enron, and BP/Amoco Oil.
Jeffrey Dyck joined the Steel Manufacturing Business in February 1994 and served in a variety of positions, including Manager of the Rolling Mills and Director of Operations of the Steel Manufacturing Business, before his promotion to President of SMB in June 2005, and then Co-President of the Cascade Steel and Scrap business in June 2017.

96 / Schnitzer Steel Industries, Inc.this Form 10-K 2017



Peter Saba joined us in July 2015 as Senior Vice President,permitted by General Counsel and Corporate Secretary. He is a member of the New York State, District of Columbia and U.S. Supreme Court Bar, not admitted in Oregon State. Prior to joining us, Peter was the Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary for Centrus Energy Corp. (formerly, USEC, Inc.), a global energy company that enriches uranium for nuclear fuel, which he joined in 2008. USEC, Inc. filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in March 2014 and emerged from Chapter 11 as Centrus Energy Corp. on September 30, 2014. Over a 30-year career, Peter has worked in leading international law firms focusing on corporate and project finance, served as Chief Operating Officer and General Counsel at the Export-Import Bank of the United States and as the Principal Deputy Assistant Secretary for Domestic and International Energy Policy at the U.S. Department of Energy, and taught international business transactions as an Adjunct Professor at Georgetown Law School.
Stefano Gaggini joined us in July 2011 as Senior Manager of SEC Reporting and Technical Accounting and became Director of SEC Reporting and Technical Accounting in March 2012. He became Vice President, Corporate Controller and Principal Accounting Officer in December 2013. Prior to joining Schnitzer, Mr. Gaggini was a senior manager at KPMG LLP, where he served in various auditing roles since 1998 in the Portland, Oregon and Zurich, Switzerland offices. He is licensed as a Certified Public Accountant in the State of Oregon.
Instruction G(3).

Code of Ethics

On April 27, 2017,January 25, 2023, the Board of Directors approved a revised Company’s Code of Conduct that is applicable to all of its directors and employees. It includes additional provisions that apply to the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions (the “Senior Financial Officers”). This document is posted onunder the Corporate Governance pagecaption “About Us – Culture – Ethics & Code of Conduct” on the Company’s internet website (www.schnitzersteel.com)(www.radiusrecycling.com) and is available free of charge by calling the Company or submitting a request to ir@schn.com.ir@rdus.com. The Company intends to satisfy its disclosure obligations with respect to any amendments to or waivers of the Code of Conduct for directors, executive officers, or Senior Financial Officers by posting such information on its internet website set forth above rather than by filing a Form 8-K.


ITEM 11. EXECUTIVE COMPENSATION

The information

Information required by Items 402, 407(e)(4) and 407(e)(5) of Regulation S-K will be included under “Compensation of Executive Officers,” “Compensation Discussion and Analysis”, “Director Compensation”, “Corporate Governance – Assessment of Compensation Risk” and “Compensation Committee Report” in the Company’s Proxy Statementthis Item 11 is incorporated herein by reference to be filedour definitive proxy statement for its 2018our 2024 Annual Meeting of Shareholders and is incorporated herein by reference.


to be filed pursuant to Regulation 14A under the Exchange Act.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information with respect to security ownership of certain beneficial owners and management, as required by this Item 403 of Regulation S-K, will be included under “Voting Securities and Principal Shareholders” in the Company’s Proxy Statement12 is incorporated herein by reference to our definitive proxy statement for its 2018our 2024 Annual Meeting of Shareholders and is incorporated herein by reference. Information with respect to securities authorized for issuancebe filed pursuant to Regulation 14A under equity compensation plans, as required by Item 201(d) of Regulation S-K, will be included under “Compensation Plan Information” in the Company’s Proxy Statement for its 2018 Annual Meeting of Shareholders and is incorporated herein by reference.


Exchange Act.

The information

Information required by Items 404 and 407(a) of Regulation S-K will be included under “Certain Transactions” and “Corporate Governance – Director Independence” in the Company’s Proxy Statementthis Item 13 is incorporated herein by reference to our definitive proxy statement for its 2018our 2024 Annual Meeting of Shareholders and is incorporated herein by reference.

to be filed pursuant to Regulation 14A under the Exchange Act.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding the Company’s principal accountant fees and services required by this Item 9(e) of Schedule 14A will be included under “Independent Registered Public Accounting Firm” in the Company’s Proxy Statement14 is incorporated herein by reference to our definitive proxy statement for its 2018our 2024 Annual Meeting of Shareholders and is incorporated herein by reference.


97to be filed pursuant to Regulation 14A under the Exchange Act.

99 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


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Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

PART IV


ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) 1


The following financial statementsdocuments are filed as part of this report:

The

FORM 10-K

PAGE

1.

Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID 238)

54

Consolidated Balance Sheets as of August 31, 2023 and 2022

57

Consolidated Statements of Operations for each of the Company’sthree years ended August 31, 2023, 2022, and 2021

58

Consolidated Statements of Comprehensive (Loss) Income for each of the three years ended August 31, 2023, 2022, and 2021

59

Consolidated Statements of Equity for each of the three years ended August 31, 2023, 2022, and 2021

60

Consolidated Statements of Cash Flows for each of the three years ended August 31, 2023, 2022, and 2021

61

Notes to the Consolidated Financial Statements the Notes thereto and the quarterly financial data (unaudited) are on pages 52 through 93 of this report.

63

2

2.


Financial Statement Schedules:

The following financial statement schedule is filed as part of this report:

Schedule II - Valuation and Qualifying Accounts is on page 94for each of this report.the three years ended August 31, 2023, 2022, and 2021

97

All other schedules are omitted as the information is either not applicable or is not required.

3

3.


The following exhibits are filed as part of this report:

Exhibits:

3.1


2006 Restated Articles of Incorporation (as corrected December 2, 2011) of the Registrant. Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2011, and incorporated herein by reference.

3.2


Restated Bylaws of the Registrant. Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 13,16, 2013, and incorporated herein by reference.

10.1

       4.1


Description of Registrant’s Securities.

     10.1

Lease Agreement, dated September 1, 1988, between Schnitzer Investment Corp. and the Registrant, as amended, relating to the Portland Metals Recycling operation and which has terminated except for surviving indemnity obligations. Filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed on September 24, 1993 (Commission File No. 33-69352), and incorporated herein by reference.reference (P).

10.2


Purchase and Sale Agreement, dated May 4, 2005, between Schnitzer Investment Corp. and the Registrant, relating to purchase by the Registrant of the Portland Metals Recycling operations real estate. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2005, and incorporated herein by reference.

10.3


Third Amended Shared Services Agreement, dated July 26, 2006, between the Registrant, Schnitzer Investment Corp. and Island Equipment Company, Inc. Filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on July 28, 2006, and incorporated herein by reference.

10.4


Third Amended and Restated Credit Agreement dated as of April 6, 2016 among Schnitzer Steel Industries, Inc., as the US Borrower, and Schnitzer Steel Canada Ltd., as a Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2016, and incorporated herein by reference.

10.5


Security Agreement dated as of April 6, 2016 among Schnitzer Steel Industries, Inc., the other Grantor'sGrantor’s party thereto and Bank of America, N.A., as Administrative Agent. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2016, and incorporated herein by reference.

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

10.6


     10.6

General Security Agreement dated as of April 6, 2016 between Schnitzer Steel Canada Ltd. and Bank of America, N.A., as Collateral Agent. Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 29, 2016, and incorporated herein by reference.

*

10.7


First Amendment, dated as of August 24, 2018, to Third Amended and Restated Credit Agreement dated as of April 6, 2016 among Schnitzer Steel Industries, Inc., as the US Borrower, and Schnitzer Steel Canada Ltd., as a Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 28, 2018, and incorporated herein by reference.

     10.8

Second Amendment, dated as of June 30, 2020, to Third Amended and Restated Credit Agreement dated as of April 6, 2016 among Schnitzer Steel Industries, Inc. as the US Borrower, and Schnitzer Steel Canada Ltd., as a Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto. Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2020, and incorporated herein by reference.

     10.9

Third Amendment, dated as of August 22, 2022, to Third Amended and Restated Credit Agreement dated as of April 6, 2016 among Schnitzer Steel Industries, Inc. as the US Borrower, Schnitzer Steel Canada Ltd., as the Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on August 23, 2022, and incorporated herein by reference.

   *10.10

Amended Executive Annual Bonus Plan. Filed as Appendix A to the Registrant’s Annual Proxy Report on Form DEF 14A filed on December 17, 2014, and incorporated herein by reference.

*10.8

   *10.11


Annual Incentive Compensation Plan, effective September 1, 2006. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2007, and incorporated herein by reference.

*10.9

   *10.12


1993 Stock Incentive Plan of the Registrant as Amended and Restated on November 7, 2013. Filed as Appendix A to the Registrant’s Definitive Proxy Statement filed on December 18, 2013, and incorporated herein by reference.

   *10.13






98 / Schnitzer Steel Industries, Inc. Form 10-K 2017




*10.10

Form of Deferred Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for non-employee directors.directors for awards granted prior to 2023. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 28, 2006, and incorporated herein by reference.

*10.11

   *10.14

Form of Deferred Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for non-employee directors for awards granted in 2023. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed for the quarter ended February 28, 2023, and incorporated herein by reference.

   *10.15

Deferred Compensation Plan for Non-Employee Directors. Filed as Exhibit 10.210.1 to the Registrant’s CurrentQuarterly Report on Form 8-K10-Q filed on July 28, 2006,for the quarter ended February 28,2022, and incorporated herein by reference.

*10.12

   *10.16

Summary Sheet for 20172023 Non-Employee Director Compensation. Filed as Exhibit 10.110.2 to the Registrant'sRegistrant’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2017,2023, and incorporated herein by reference.

*10.13

   *10.17

Amended and Restated Supplemental Executive Retirement Bonus Plan of the Registrant effective January 1, 2009. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2009, and incorporated herein by reference.

*10.14

   *10.18

Form of Change in Control Severance Agreement between the Registrant and executive officers other than Tamara L. Lundgren and used for agreements entered into prior to 2011. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 5, 2008, and incorporated herein by reference.

*10.15

   *10.19

Form of Change in Control Severance Agreement between the Registrant and executive officers and used for agreements entered into between 2011 and 2014. Filed as Exhibit 10.19 to the Registrant'sRegistrant’s Annual Report on Form 10-K filed October 29, 2013 and incorporated herein by reference.

*10.16

   *10.20

Form of Change in Control Severance Agreement between the Registrant and executive officers and used for agreements entered into after 2014. Filed as Exhibit 10.16 to the Registrant'sRegistrant’s Annual Report on Form 10-K filed October 27, 2015, and incorporated herein by reference.

*10.17

   *10.21

Amended and Restated Employment Agreement by and between the Registrant and Tamara L. Lundgren dated October 29, 2008. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 4, 2008, and incorporated herein by reference.

101 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


*10.18

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SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

   *10.22

Amendment No. 1 dated June 29, 2011 to Amended and Restated Employment Agreement by and between the Registrant and Tamara L. Lundgren dated October 29, 2008. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2011 and incorporated herein by reference.

*10.19

   *10.23

*10.20

   *10.24

Amended and Restated Change in Control Severance Agreement by and between the Registrant and Tamara L. Lundgren dated October 29, 2008. Filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 4, 2008, and incorporated herein by reference.

*10.21

   *10.25

Form of Indemnification Agreement for Directors and certain officers used for agreements entered into prior to 2016. Filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 28, 2006, and incorporated herein by reference.

*10.22

   *10.26

Form of Indemnification Agreement for Directors and certain officers used for agreements entered into after 2015. Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 3, 2016, and incorporated herein by reference.

*10.23

   *10.27

Amended

Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for awards granted in fiscal 2019. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2018 and Restated Employmentincorporated herein by reference.

   *10.28

Form of Restricted Stock Unit Award Agreement by and betweenunder the Registrant and John D. Carter dated June 29, 2011.1993 Stock Incentive Plan used for awards granted in fiscal 2020. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 20112020 and incorporated herein by reference.

*10.24

   *10.29

Amendment No. 1 dated November 6, 2012 to the Amended and Restated Employment Agreement by and between the Registrant and John D. Carter dated June 29, 2011. Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2012 and incorporated herein by reference.
*10.25

99 / Schnitzer Steel Industries, Inc. Form 10-K 2017






*10.26
Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for award to chief executive officer on October 28, 2015. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2015 and incorporated herein by reference.
*10.27
Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for awards granted after fiscal 2012 through2020. Filed as Exhibit 10.2 to the first halfRegistrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2020 and incorporated herein by reference.

   *10.30

Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in fiscal 2016.2021. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 20122020 and incorporated herein by reference.

*10.28

   *10.31


Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for awards granted after the first half of fiscal 2016. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended May 31, 2016 and incorporated herein by reference.
*10.29
Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for award to certain employees on November 1, 2016. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2016 and incorporated herein by reference.
*10.30

Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in first halffiscal 2022. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2021 and incorporated herein by reference.

   *10.32

Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in fiscal 2016.2023. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2022 and incorporated herein by reference.

   *10.33

Fiscal 2022 Annual Performance Bonus Program for Tamara L. Lundgren. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 20152021 and incorporated herein by reference.

*10.31

   *10.34


Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used

Fiscal 2023 Annual Performance Bonus Program for awards granted in second half of fiscal 2016.Tamara L. Lundgren. Filed as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2016November 30, 2022 and incorporated herein by reference.

*10.32

   *10.35


Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in first half of fiscal 2017.

Schnitzer Steel Deferred Compensation Plan. Filed as Exhibit 10.1 to the Registrant’s QuarterlyCurrent Report on Form 10-Q for the quarterly period ended November 30, 20168-K filed on May 4, 2021 and incorporated herein by reference.

*10.33

   *10.36


Form of Long-Term Incentive Award

Separation and Release Agreement underby and between the 1993 Stock Incentive Plan used for awards granted in second half of fiscal 2017. Filed as Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended May 31, 2017Registrant and incorporated herein by reference.Michael R. Henderson.

*10.34

     21.1


Fiscal 2016 Annual Performance Bonus Program for Tamara L. Lundgren. Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2015 and incorporated herein by reference.
*10.35
Amendment No. 1 to Fiscal 2016 Annual Performance Bonus Program for Tamara L. Lundgren. Filed as Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2016 and incorporated herein by reference.
*10.36
Fiscal 2017 Annual Performance Bonus Program for Tamara L. Lundgren. Filed as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2016 and incorporated herein by reference.
21.1

23.1


24.1


31.1


102 / Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K Fiscal 2023


31.2

Table of Contents


SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

     31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1


32.2



100 / Schnitzer Steel Industries, Inc. Form 10-K 2017



101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101

101.SCH


Inline XBRL Taxonomy Extension Schema Document

101.CAL

The following financial information from Schnitzer Steel Industries, Inc.’s Annual Report on Form 10-K for the year ended August 31, 2017, formatted

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in XBRL (eXtensible Business Reporting Language): (i) Consolidated Statements of Operations for the years ended August 31, 2017, 2016 and 2015, (ii) Consolidated Balance Sheets as of August 31, 2017 and August 31, 2016, (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended August 31, 2017, 2016 and 2015, (iv) Consolidated Statements of Cash Flows for the years ended August 31, 2017, 2016 and 2015, and (v) the Notes to Consolidated Financial Statements.Exhibit 101)

*Management contract or compensatory plan or arrangement.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document as of the date they were made and may not describe the actual state of affairs as of the date they were madefor any other purpose or at any other time.




101 / Schnitzer Steel Industries, Inc. Form 10-K 2017



ITEM 16. FORM 10-K SUMMARY

None.



102

103 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


Fiscal 2023



Table of Contents

SCHNITZER STEEL INDUSTRIES, INC. dba RADIUS RECYCLING

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SCHNITZER STEEL INDUSTRIES, INC.

Dated: October 24, 201725, 2023

By:

/s/ RICHARD D. PEACHSTEFANO R. GAGGINI

Richard D. Peach

Senior Vice President and Chief Financial Officer and Chief of Corporate Operations

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on October 24, 201725, 2023 in the capacities indicated.

Signature

Title

Principal Executive Officer:

/s/ TAMARA L. LUNDGREN

Chairman, President and Chief Executive Officer and Director

Tamara L. Lundgren

Principal Financial Officer:

/s/ RICHARD D. PEACHSTEFANO R. GAGGINI

Senior Vice President and Chief Financial Officer

Stefano R. Gaggini

Principal Accounting Officer:

/s/ MARK SCHUESSLER

Vice President and Chief of Corporate OperationsAccounting Officer

Richard D. Peach

Mark Schuessler

Principal Accounting Officer:

Directors:

/s/ STEFANO GAGGINI

*GREGORY FRIEDMAN

Vice President, Corporate Controller and Principal Accounting Officer

Director

Stefano Gaggini

Gregory Friedman

Directors:

*DAVID J. ANDERSON

RHONDA D. HUNTER

Director

Rhonda D. Hunter

David J. Anderson

*JOHN D. CARTERDirector
John D. Carter
*WAYLAND R. HICKSDirector
Wayland R. Hicks

*DAVID L. JAHNKE

Director

David L. Jahnke


103 / Schnitzer Steel Industries, Inc. Form 10-K 2017



Signature

*GLENDA MINOR

Title

Director

Glenda Minor

*JUDITH A. JOHANSEN

Director

Judith A. Johansen

*LESLIE L. SHOEMAKER

Director

Leslie L. Shoemaker

*WILLIAM D. LARSSON

Director

William D. Larsson

*MICHAEL W. SUTHERLIN

Director

Michael W. Sutherlin

*MICHAEL SUTHERLIN

Director
Michael Sutherlin


*By:

/s/ STEFANO R. GAGGINI

*By:

/s/ RICHARD D. PEACH

Attorney-in-fact, Stefano R. Gaggini

Attorney-in-fact, Richard D. Peach



104 /Schnitzer Steel Industries, Inc. dba Radius Recycling Form 10-K 2017


Fiscal 2023