(Registrant’s telephone number, including area 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	SCHN	NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x☒ No 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).

Yes x☒ No o

☐

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

Yes o☐ No x

☒

The ~~Registrant~~registrant had ~~27,003,291~~26,899,467 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 ~~January 5, 2018.~~

June 29, 2020.

Table of Contents

~~SCHNITZER~~

SCHNITZER STEEL INDUSTRIES, INC.

~~INDEX~~

FORM 10-Q

TABLE OF CONTENTS



	PAGE
~~FORWARD LOOKING~~FORWARD-LOOKING STATEMENTS	3

PART I. FINANCIAL INFORMATION	4

Item 1. Financial Statements (Unaudited)	4

Unaudited Condensed Consolidated Balance Sheets as of ~~November 30, 2017~~May 31, 2020 and August 31, ~~2017~~2019	4

Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended ~~November 30, 2017~~May 31, 2020 and ~~2016~~2019	5

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income ~~(Loss)~~ for the Three and Nine Months Ended ~~November 30, 2017~~May 31, 2020 and ~~2016~~2019	6

Unaudited Condensed Consolidated Statements of Equity for the Three and Nine Months Ended May 31, 2020 and 2019	7

Unaudited Condensed Consolidated Statements of Cash Flows for the ~~Three~~Nine Months Ended ~~November 30, 2017~~May 31, 2020 and ~~2016~~2019	7 9

Notes to the Unaudited Condensed Consolidated Financial Statements	8 11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20 30

Item 3. Quantitative and Qualitative Disclosures about Market Risk	32 45

Item 4. Controls and Procedures	33 46

PART II. OTHER INFORMATION	47

Item 1. Legal Proceedings	34 47

Item 1A. Risk Factors	34 47

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	50

Item 5. Other Information	51

Item 6. Exhibits	37 52

SIGNATURES	38 53

Table of Contents

FORWARD-LOOKING STATEMENTS

Statements and information included in this Quarterly Report on Form 10-Q by Schnitzer Steel Industries, Inc. ~~(the “Company”)~~ 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” and “SSI” refer to ~~the Company~~Schnitzer Steel Industries, Inc. and its consolidated subsidiaries.

Forward-looking statements in this Quarterly Report on Form 10-Q include statements regarding future events or our expectations, intentions, beliefs and strategies regarding the future, which may include statements regarding trends, cyclicality and changes in the markets we sell into; the ~~Company's~~Company’s outlook, growth initiatives or expected results or objectives, including pricing, margins, sales volumes and profitability; strategic direction or goals; targets; changes to manufacturing and production processes; 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 and~~credits; the impact of sanctions and tariffs, quotas and other trade actions and import restrictions; the ~~recently enacted federal tax reform;~~impact of pandemics, epidemics or other public health emergencies, such as the coronavirus disease 2019 (COVID-19) pandemic; the realization of deferred tax assets; planned capital expenditures; liquidity positions; our ability to generate cash from continuing operations; the potential impact of adopting new accounting pronouncements; obligations under our retirement plans; benefits, savings or additional costs from business realignment, cost containment and productivity improvement programs; 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 “Item 1A. Risk Factors” inof Part I of our most recent Annual Report on Form 10-K, ~~and Part II of this~~as supplemented by our subsequently filed Quarterly ~~Report~~Reports on Form 10-Q. Examples of these risks include: potential environmental cleanup costs related to the Portland Harbor Superfund site or other locations; the cyclicality and impact of general economic conditions; ~~instability~~changing conditions in ~~international markets;~~global markets including the impact of 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; volatile supply and demand conditions affecting prices and volumes in the markets for both our products and raw materials we purchase; 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 achieve or sustain the benefits from productivity, cost savings and restructuring initiatives; inability to realize or delays in realizing expected benefits from investments in technology; inability to renew facility leases; difficulties associated with acquisitions and integration of acquired businesses; 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 our bank credit agreement; 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; environmental compliance costs and potential environmental liabilities; inability to obtain or renew business licenses and ~~permits or renew facility leases;~~permits; compliance with climate change and greenhouse gas emission laws and regulations; reliance on employees subject to collective bargaining agreements; and the impact of the underfunded status of multiemployer plans in which we participate.

Table of Contents

PART I. FINANCIAL INFORMATION


~~ITEM 1.~~	~~FINANCIAL STATEMENTS (UNAUDITED)~~

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except per share amounts)

(Currency - U.S. Dollar)

	May 31, 2020			August 31, 2019
Assets
Current assets:
Cash and cash equivalents	$	307,655		$	12,377
Accounts receivable, net of allowance for doubtful accounts of $1,594 and $1,569		134,538			145,617
Inventories		161,543			187,320
Refundable income taxes		17,305			5,867
Prepaid expenses and other current assets		32,186			115,107
Total current assets		653,227			466,288
Property, plant and equipment, net of accumulated depreciation of $800,623 and $766,033		459,312			456,400
Operating lease right-of-use assets		127,418			—
Investments in joint ventures		9,905			10,276
Goodwill		168,595			169,237
Intangibles, net of accumulated amortization of $3,339 and $3,116		4,129			4,482
Deferred income taxes		26,690			28,850
Other assets		24,820			25,213
Total assets	$	1,474,096		$	1,160,746
Liabilities and Equity
Current liabilities:
Short-term borrowings	$	1,401		$	1,321
Accounts payable		68,480			110,297
Accrued payroll and related liabilities		26,562			27,547
Environmental liabilities		6,009			6,030
Operating lease liabilities		18,683			—
Other accrued liabilities		44,133			123,035
Total current liabilities		165,268			268,230
Deferred income taxes		32,666			25,466
Long-term debt, net of current maturities		426,791			103,775
Environmental liabilities, net of current portion		48,001			45,769
Operating lease liabilities, net of current maturities		111,963			—
Other long-term liabilities		15,060			16,210
Total liabilities		799,749			459,450
Commitments and contingencies (Note 5)
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:
Preferred stock – 20,000 shares $1.00 par value authorized, NaN issued		—			—
Class A common stock – 75,000 shares $1.00 par value authorized, 26,899 and 26,464 shares issued and outstanding		26,899			26,464
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		33,264			33,700
Retained earnings		651,162			675,363
Accumulated other comprehensive loss		(40,899	)		(38,763	)
Total SSI shareholders’ equity		670,626			696,964
Noncontrolling interests		3,721			4,332
Total equity		674,347			701,296
Total liabilities and equity	$	1,474,096		$	1,160,746

November 30, 2017 August 31, 2017
Assets
Current assets:
Cash and cash equivalents $ 9,194
$ 7,287
Accounts receivable, net of allowance for doubtful accounts of $2,265
and $2,280
144,578
138,998
Inventories 216,365
166,942
Refundable income taxes 692
2,366
Prepaid expenses and other current assets 24,591
22,357
Total current assets 395,420
337,950
Property, plant and equipment, net of accumulated depreciation of $719,192 and $756,494 386,847
390,629
Investments in joint ventures 11,521
11,204
Goodwill 167,203
167,835
Intangibles, net of accumulated amortization of $4,089 and $3,913 4,248
4,424
Other assets 20,674
21,713
Total assets $ 985,913
$ 933,755
Liabilities and Equity
Current liabilities:
Short-term borrowings $ 657
$ 721
Accounts payable 97,176
94,674
Accrued payroll and related liabilities 23,667
41,593
Environmental liabilities 7,214
2,007
Accrued income taxes 2,177
9
Other accrued liabilities 40,593
37,256
Total current liabilities 171,484
176,260
Deferred income taxes 19,712
19,147
Long-term debt, net of current maturities 184,225
144,403
Environmental liabilities, net of current portion 47,444
46,391
Other long-term liabilities 11,431
10,061
Total liabilities 434,296
396,262
Commitments and contingencies (Note 5)

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, 27,003 and 26,859 shares issued and outstanding 27,003
26,859
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 40,059
38,050
Retained earnings 516,842
503,770
Accumulated other comprehensive loss (36,920 ) (35,293 )
Total SSI shareholders’ equity 547,184
533,586
Noncontrolling interests 4,433
3,907
Total equity 551,617
537,493
Total liabilities and equity $ 985,913
$ 933,755

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

are an integral part of these statements.

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, in thousands, except per share amounts)

(Currency - U.S. Dollar)

	Three Months Ended May 31,						Nine Months Ended May 31,
	2020			2019			2020			2019
Revenues	$	402,683		$	547,396		$	1,247,749		$	1,584,981
Operating expense:
Cost of goods sold		356,217			474,598			1,101,497			1,379,418
Selling, general and administrative		45,544			48,575			138,744			139,483
(Income) from joint ventures		(309	)		(311	)		(698	)		(980	)
Asset impairment charges		2,227			—			4,321			63
Restructuring charges and other exit-related activities		2,710			75			7,810			813
Operating (loss) income		(3,706	)		24,459			(3,925	)		66,184
Interest expense		(2,656	)		(2,294	)		(5,399	)		(6,267	)
Other (expense) income, net		(90	)		29			18			373
(Loss) income from continuing operations before income taxes		(6,452	)		22,194			(9,306	)		60,290
Income tax benefit (expense)		1,804			(5,762	)		2,568			(13,733	)
(Loss) income from continuing operations		(4,648	)		16,432			(6,738	)		46,557
(Loss) income from discontinued operations, net of tax		(69	)		8			(40	)		(202	)
Net (loss) income		(4,717	)		16,440			(6,778	)		46,355
Net income attributable to noncontrolling interests		(278	)		(750	)		(1,329	)		(1,585	)
Net (loss) income attributable to SSI shareholders	$	(4,995	)	$	15,690		$	(8,107	)	$	44,770

Net (loss) income per share attributable to SSI shareholders:
Basic:
(Loss) income per share from continuing operations	$	(0.18	)	$	0.57		$	(0.29	)	$	1.63
Net (loss) income per share	$	(0.18	)	$	0.57		$	(0.29	)	$	1.63
Diluted:
(Loss) income per share from continuing operations	$	(0.18	)	$	0.56		$	(0.29	)	$	1.60
Net (loss) income per share	$	(0.18	)	$	0.56		$	(0.29	)	$	1.59
Weighted average number of common shares:
Basic		27,724			27,510			27,653			27,548
Diluted		27,724			28,074			27,653			28,184

Three Months Ended November 30,
2017 2016
Revenues $ 483,279
$ 334,161
Operating expense:
Cost of goods sold 406,251
295,892
Selling, general and administrative 51,043
37,492
(Income) from joint ventures (450 ) (412 )
Other asset impairment charges (recoveries), net (88 ) 401
Restructuring charges and other exit-related activities 100
201
Operating income 26,423
587
Interest expense (2,059 ) (1,741 )
Other income, net 849
437
Income (loss) from continuing operations before income taxes 25,213
(717 )
Income tax (expense) benefit (5,957 ) 62
Income (loss) from continuing operations 19,256
(655 )
Loss from discontinued operations, net of tax (35 ) (53 )
Net income (loss) 19,221
(708 )
Net income attributable to noncontrolling interests (857 ) (618 )
Net income (loss) attributable to SSI $ 18,364
$ (1,326 )

Net income (loss) per share attributable to SSI:
Basic:

Income (loss) per share from continuing operations attributable to SSI $ 0.66
$ (0.05 )
Loss per share from discontinued operations attributable to SSI —
—
Net income (loss) per share attributable to SSI $ 0.66
$ (0.05 )
Diluted:
Income (loss) per share from continuing operations attributable to SSI $ 0.64
$ (0.05 )
Loss per share from discontinued operations attributable to SSI —
—
Net income (loss) per share attributable to SSI $ 0.64
$ (0.05 )
Weighted average number of common shares:
Basic 27,695
27,372
Diluted 28,662
27,372
Dividends declared per common share $ 0.1875
$ 0.1875

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

are an integral part of these statements.

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME ~~(LOSS)~~

(Unaudited, in thousands)

(Currency - U.S. Dollar)

	Three Months Ended May 31,						Nine Months Ended May 31,
	2020			2019			2020			2019
Net (loss) income	$	(4,717	)	$	16,440		$	(6,778	)	$	46,355
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(1,904	)		(1,838	)		(2,323	)		(2,570	)
Pension obligations, net		45			142			187			384
Total other comprehensive loss, net of tax		(1,859	)		(1,696	)		(2,136	)		(2,186	)
Comprehensive (loss) income		(6,576	)		14,744			(8,914	)		44,169
Less comprehensive income attributable to noncontrolling interests		(278	)		(750	)		(1,329	)		(1,585	)
Comprehensive (loss) income attributable to SSI shareholders	$	(6,854	)	$	13,994		$	(10,243	)	$	42,584

Three Months Ended November 30,
2017 2016
Net income (loss) $ 19,221
$ (708 )
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments (1,709 ) (1,034 )
Pension obligations, net 82
(65 )
Total other comprehensive loss, net of tax (1,627 ) (1,099 )
Comprehensive income (loss) 17,594
(1,807 )
Less comprehensive income attributable to noncontrolling interests (857 ) (618 )
Comprehensive income (loss) attributable to SSI $ 16,737
$ (2,425 )

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

are an integral part of these statements.

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~

EQUITY

(Unaudited, in ~~thousands)~~thousands, except per share amounts)

(Currency - U.S. Dollar)

	Common Stock										Additional						Accumulated Other			Total SSI
	Class A						Class B				Paid-in			Retained			Comprehensive			Shareholders’			Noncontrolling			Total
Three Months Ended May 31, 2019	Shares			Amount			Shares		Amount		Capital			Earnings			Loss			Equity			Interests			Equity
Balance as of March 1, 2019		26,575		$	26,575			200	$	200	$	29,135		$	658,424		$	(37,727	)	$	676,607		$	4,240		$	680,847
Net income		—			—			—		—		—			15,690			—			15,690			750			16,440
Other comprehensive loss, net of tax		—			—			—		—		—			—			(1,696	)		(1,696	)		—			(1,696	)
Distributions to noncontrolling interests		—			—			—		—		—			—			—			—			(314	)		(314	)
Issuance of restricted stock		2			2			—		—		(2	)		—			—			—			—			—
Restricted stock withheld for taxes		(1	)		(1	)		—		—		(20	)		—			—			(21	)		—			(21	)
Share-based compensation cost		—			—			—		—		3,629			—			—			3,629			—			3,629
Dividends ($0.1875 per common share)		—			—			—		—		—			(5,181	)		—			(5,181	)		—			(5,181	)
Balance as of May 31, 2019		26,576		$	26,576			200	$	200	$	32,742		$	668,933		$	(39,423	)	$	689,028		$	4,676		$	693,704

	Common Stock								Additional					Accumulated Other			Total SSI
	Class A				Class B				Paid-in		Retained			Comprehensive			Shareholders’			Noncontrolling			Total
Three Months Ended May 31, 2020	Shares		Amount		Shares		Amount		Capital		Earnings			Loss			Equity			Interests			Equity
Balance as of March 1, 2020		26,899	$	26,899		200	$	200	$	31,174	$	661,418		$	(39,040	)	$	680,651		$	4,297		$	684,948
Net (loss) income		—		—		—		—		—		(4,995	)		—			(4,995	)		278			(4,717	)
Other comprehensive loss, net of tax		—		—		—		—		—		—			(1,859	)		(1,859	)		—			(1,859	)
Distributions to noncontrolling interests		—		—		—		—		—		—			—			—			(854	)		(854	)
Share-based compensation cost		—		—		—		—		2,090		—			—			2,090			—			2,090
Dividends ($0.1875 per common share)		—		—		—		—		—		(5,261	)		—			(5,261	)		—			(5,261	)
Balance as of May 31, 2020		26,899	$	26,899		200	$	200	$	33,264	$	651,162		$	(40,899	)	$	670,626		$	3,721		$	674,347

Three Months Ended November 30,
2017 2016
Cash flows from operating activities:
Net income (loss) $ 19,221
$ (708 )
Adjustments to reconcile net income (loss) to cash (used in) provided by
operating activities:
Depreciation and amortization 12,522
12,543
Other asset impairment charges (recoveries), net (88 ) 401
Exit-related asset impairment charges —
158
Inventory write-down 38
—
Share-based compensation expense 5,004
3,408
Deferred income taxes 761
(60 )
Undistributed equity in earnings of joint ventures (450 ) (412 )
Loss on disposal of assets, net 51
45
Unrealized foreign exchange gain, net (407 ) (23 )
Bad debt expense (recoveries), net (14 ) 17
Changes in assets and liabilities:
Accounts receivable (8,640 ) (1,546 )
Inventories (47,267 ) (12,586 )
Income taxes 3,842
(150 )
Prepaid expenses and other current assets 70
(614 )
Other long-term assets (112 ) 164
Accounts payable 8,548
14,343
Accrued payroll and related liabilities (17,894 ) (10,080 )
Other accrued liabilities 3,504
899
Environmental liabilities 4,034
(29 )
Other long-term liabilities 1,487
(193 )
Distributed equity in earnings of joint ventures 200
350
Net cash (used in) provided by operating activities (15,590 ) 5,927
Cash flows from investing activities:
Capital expenditures (15,157 ) (10,603 )
Joint venture receipts (payments), net 11
(55 )
Proceeds from sale of assets 1,534
73
Net cash used in investing activities (13,612 ) (10,585 )
Cash flows from financing activities:
Borrowings from long-term debt 189,500
102,631
Repayment of long-term debt (149,713 ) (107,491 )
Payment of debt issuance costs —
(53 )
Taxes paid related to net share settlement of share-based payment arrangements (2,851 ) (3,301 )
Distributions to noncontrolling interests (331 ) (522 )
Dividends paid (5,478 ) (5,185 )
Net cash provided by (used in) financing activities 31,127
(13,921 )
Effect of exchange rate changes on cash (18 ) (140 )
Net increase (decrease) in cash and cash equivalents 1,907
(18,719 )
Cash and cash equivalents as of beginning of period 7,287
26,819
Cash and cash equivalents as of end of period $ 9,194
$ 8,100

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

are an integral part of these statements.

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited, in thousands, except per share amounts)

(Currency - U.S. Dollar)

	Common Stock										Additional						Accumulated Other			Total SSI
	Class A						Class B				Paid-in			Retained			Comprehensive			Shareholders’			Noncontrolling			Total
Nine Months Ended May 31, 2019	Shares			Amount			Shares		Amount		Capital			Earnings			Loss			Equity			Interests			Equity
Balance as of September 1, 2018		26,502		$	26,502			200	$	200	$	36,929		$	639,684		$	(37,237	)	$	666,078		$	4,032		$	670,110
Net income		—			—			—		—		—			44,770			—			44,770			1,585			46,355
Other comprehensive loss, net of tax		—			—			—		—		—			—			(2,186	)		(2,186	)		—			(2,186	)
Distributions to noncontrolling interests		—			—			—		—		—			—			—			—			(941	)		(941	)
Share repurchases		(413	)		(413	)		—		—		(9,674	)		—			—			(10,087	)		—			(10,087	)
Issuance of restricted stock		765			765			—		—		(765	)		—			—			—			—			—
Restricted stock withheld for taxes		(278	)		(278	)		—		—		(7,185	)		—			—			(7,463	)		—			(7,463	)
Share-based compensation cost		—			—			—		—		13,437			—			—			13,437			—			13,437
Dividends ($0.5625 per common share)		—			—			—		—		—			(15,521	)		—			(15,521	)		—			(15,521	)
Balance as of May 31, 2019		26,576		$	26,576			200	$	200	$	32,742		$	668,933		$	(39,423	)	$	689,028		$	4,676		$	693,704

	Common Stock										Additional						Accumulated Other			Total SSI
	Class A						Class B				Paid-in			Retained			Comprehensive			Shareholders’			Noncontrolling			Total
Nine Months Ended May 31, 2020	Shares			Amount			Shares		Amount		Capital			Earnings			Loss			Equity			Interests			Equity
Balance as of August 31, 2019		26,464		$	26,464			200	$	200	$	33,700		$	675,363		$	(38,763	)	$	696,964		$	4,332		$	701,296
Cumulative effect on adoption of new accounting guidance for leases, net of tax		—			—			—		—		—			(463	)		—			(463	)		—			(463	)
Balance as of September 1, 2019		26,464			26,464			200		200		33,700			674,900			(38,763	)		696,501			4,332			700,833
Net (loss) income		—			—			—		—		—			(8,107	)		—			(8,107	)		1,329			(6,778	)
Other comprehensive loss, net of tax		—			—			—		—		—			—			(2,136	)		(2,136	)		—			(2,136	)
Distributions to noncontrolling interests		—			—			—		—		—			—			—			—			(1,940	)		(1,940	)
Share repurchases		(53	)		(53	)		—		—		(861	)		—			—			(914	)		—			(914	)
Issuance of restricted stock		762			762			—		—		(762	)		—			—			—			—			—
Restricted stock withheld for taxes		(274	)		(274	)		—		—		(5,571	)		—			—			(5,845	)		—			(5,845	)
Share-based compensation cost		—			—			—		—		6,758			—			—			6,758			—			6,758
Dividends ($0.5625 per common share)		—			—			—		—		—			(15,631	)		—			(15,631	)		—			(15,631	)
Balance as of May 31, 2020		26,899		$	26,899			200	$	200	$	33,264		$	651,162		$	(40,899	)	$	670,626		$	3,721		$	674,347

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

(Currency - U.S. Dollar)

	Nine Months Ended May 31,
	2020			2019
Cash flows from operating activities:
Net (loss) income	$	(6,778	)	$	46,355
Adjustments to reconcile net (loss) income to cash provided by operating activities:
Asset impairment charges		4,321			63
Exit-related asset impairments		971			23
Depreciation and amortization		43,215			39,644
Inventory write-downs		—			775
Deferred income taxes		8,570			9,402
Undistributed equity in earnings of joint ventures		(698	)		(980	)
Share-based compensation expense		6,710			13,437
(Gain) loss on the disposal of assets, net		(19	)		252
Unrealized foreign exchange (gain) loss, net		(24	)		86
Bad debt expense, net		53			63
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		3,914			(9,779	)
Inventories		32,754			14,832
Income taxes		(11,428	)		689
Prepaid expenses and other current assets		(1,209	)		(3,258	)
Other long-term assets		563			735
Operating lease assets and liabilities		23			—
Accounts payable		(32,489	)		(19,482	)
Accrued payroll and related liabilities		(1,257	)		(25,315	)
Other accrued liabilities		5,064			(3,811	)
Environmental liabilities		2,314			(2,637	)
Other long-term liabilities		266			(4	)
Distributed equity in earnings of joint ventures		1,000			1,942
Net cash provided by operating activities		55,836			63,032
Cash flows from investing activities:
Capital expenditures		(59,287	)		(61,000	)
Acquisition		—			(1,553	)
Joint venture receipts, net		—			641
Proceeds from sale of assets		739			1,641
Deposit on land option		630			1,260
Net cash used in investing activities		(57,918	)		(59,011	)
Cash flows from financing activities:
Borrowings from long-term debt		685,527			316,676
Repayment of long-term debt		(363,470	)		(282,932	)
Payment of debt issuance costs		—			(102	)
Repurchase of Class A common stock		(914	)		(10,087	)
Taxes paid related to net share settlement of share-based payment awards		(5,845	)		(7,463	)
Distributions to noncontrolling interests		(1,940	)		(941	)
Dividends paid		(15,803	)		(15,600	)
Net cash provided by (used in) financing activities		297,555			(449	)
Effect of exchange rate changes on cash		(195	)		(176	)
Net increase in cash and cash equivalents		295,278			3,396
Cash and cash equivalents as of beginning of period		12,377			4,723
Cash and cash equivalents as of end of period	$	307,655		$	8,119

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

(Currency - U.S. Dollar)

	Nine Months Ended May 31,
	2020		2019
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest	$	2,008	$	4,831
Income taxes paid, net	$	241	$	3,436
Schedule of noncash investing and financing transactions:
Purchases of property, plant and equipment included in current liabilities	$	7,863	$	9,839

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements are an integral part of these statements.

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements of Schnitzer Steel Industries, Inc. and its majority-owned and wholly-owned subsidiaries (the “Company”) have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q, including Article 10 of Regulation S-X. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all normal, recurring adjustments considered necessary for a fair statement have been included. Management suggests that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, ~~2017~~.2019. The results for the three and nine months ended ~~November 30, 2017~~May 31, 2020 and ~~2016~~2019 are not necessarily indicative of the results of operations for the entire fiscal year.

Segments

The Company’s internal organizational and reporting structure includes 2 operating and reportable segments: the Auto and Metals Recycling (“AMR”) business and the Cascade Steel and Scrap (“CSS”) business.

Accounting Changes

In July 2015, an accounting standard update was issued that requires an entity to measure certain types of inventory, including inventory that is measured using the first-in, first out ("FIFO") or average cost method, at the lower of cost and net realizable value. The accounting standard in effect at the time of issuance of the update required an entity to measure inventory at the lower of cost or market, whereby market could be replacement cost, net realizable value, or net realizable value less an approximately normal profit margin. The amendments do not apply to inventory that is measured using the last-in, first-out ("LIFO") or retail inventory method. The Company adopted the new requirement, which is to be applied prospectively, as

As of the beginning of the first quarter of fiscal ~~2018 with no impact to~~2020, the ~~Unaudited Condensed Consolidated Financial Statements.~~

~~In March 2016,~~Company adopted an accounting ~~standard~~standards update, ~~was~~initially issued in February 2016, that ~~amends several aspects of~~requires a lessee to recognize a lease liability and a lease right-of-use asset on its balance sheet for all leases greater than 12 months, including those classified as operating leases. The update supersedes the previous lease accounting ~~for share-based payments, including accounting for income taxes, forfeitures and statutory tax withholding requirements, and classification within the statement of cash flows.~~standard. The Company adopted the new lease accounting standard using the modified retrospective transition method, whereby it applied the new requirements ~~as of the beginning of the first quarter of fiscal 2018 with no impact~~by recognizing a cumulative-effect adjustment to the ~~Unaudited Condensed Consolidated Financial Statements, including no cumulative-effect adjustments to~~opening balance of retained earnings as of ~~the date of adoption. On a prospective basis beginning with the date of adoption,~~September 1, 2019. Such cumulative-effect adjustment for the Company ~~records all~~was not material. Adoption using the modified retrospective transition method did not have an impact on any prior period earnings of the ~~tax effects related to share-based~~Company, and no comparative prior periods were adjusted for the new guidance. The Company elected a package of practical expedients permitted under the transition guidance within the new lease accounting standard, which among other things, permit carrying forward the historical lease classification. The Company also elected the practical expedient exempting short-term leases from balance sheet recognition, whereby payments ~~through~~for such leases are recognized in the income statement on a straight-line basis over the lease term. In addition, the Company elected the practical expedient to not separate lease and non-lease components, which the Company elected to apply to all classes of underlying assets. Adoption of the new standard resulted in recognition of $126 million and $128 million of operating lease right-of-use assets and liabilities, respectively, as of September 1, 2019, which are presented as separate line items on the balance sheet. Operating lease right-of-use assets are considered long-lived assets subject to ~~normal valuation allowance considerations, and all tax-related cash flows resulting from share-based payments are reported as operating activities~~existing long-lived asset impairment guidance. Adoption also resulted in the reclassification of the Company’s capital lease assets and obligations as finance lease right-of-use assets and liabilities as of September 1, 2019, with such reclassification having no impact on the carrying amounts or financial statement ~~of cash flows. The Company has elected to continue~~line items within which the ~~practice of estimating the forfeiture rate~~leases are reported. See Note 3 - Leases for the ~~purpose of recognizing estimated compensation cost over~~disclosures required under the ~~requisite service period.~~

new standard.

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. The Company’s cash equivalents consist entirely of bank money market funds. Cash and cash equivalents totaled $308 million and $12 million as of May 31, 2020 and August 31, 2019, respectively, with the increase primarily reflecting cash generated from borrowings under the Company’s credit facilities in the third quarter of fiscal 2020. Included in accounts payable are book overdrafts representing outstanding checks in excess of funds on deposit ~~of $30~~of less than $1 million and ~~$21~~$27 million as of ~~November 30, 2017~~May 31, 2020 and August 31, ~~2017~~2019, respectively.

~~Cost Method Investment~~

The decrease in book overdrafts primarily reflects the significant increase in funds on deposit at certain financial institutions.

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED 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, 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 metal sales, nonferrous metal sales and finished steel sales to domestic customers are generally made on open account, and a near majority of these sales are covered by credit insurance.

The Company evaluates the collectibility 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 aware of circumstances that may impair a customer’s ability to meet its financial obligations, management records a specific allowance against amounts due and reduces the ~~second quarter~~receivable to the amount the Company believes will be collected. For all other customers, the Company maintains an allowance that considers the total receivables outstanding, historical collection rates and economic trends. Accounts are written off when all efforts to collect have been exhausted.

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 noncash operating activities in the Unaudited Condensed Consolidated Statements of Cash Flows and totaled $7 million and $12 million for the nine months ended May 31, 2020 and 2019, respectively.

Prepaid Expenses

The Company’s prepaid expenses, reported within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets, totaled $26 million and $23 million as of May 31, 2020 and August 31, 2019, respectively, and consisted primarily of deposits on capital projects, prepaid insurance, prepaid services and prepaid property taxes.

Other Assets

The Company’s other assets, exclusive of prepaid expenses, consist primarily of receivables from insurers, spare parts, an equity investment, debt issuance costs, and notes and other contractual receivables. Other assets are reported within either prepaid expenses and other current assets or other assets in the Unaudited Condensed Consolidated Balance Sheets based on their expected use either during or beyond the current operating cycle of one year from the reporting date. Receivables from insurers totaled $5 million and $89 million as of May 31, 2020 and August 31, 2019, respectively, with the decrease in the first nine months of fiscal ~~2017,~~2020 resulting primarily from full payment by the Company’s insurers of settlements for lawsuits arising from a 2016 motor vehicle collision. See “Contingencies – Other” in Note 5 – Commitments and Contingencies for further discussion of this matter.

The Company invested $6 million in the equity of a privately-held waste and recycling ~~entity.~~entity in fiscal 2017. The ~~Company's influence over the operating~~equity investment does not have a readily determinable fair value and, ~~financial policies of the entity is not significant and, thus, the investment is accounted for under the cost method. Under the cost method, the investment~~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 the ~~Auto and Metals Recycling ("AMR")~~AMR reportable segment and reported within other assets in the Unaudited Condensed Consolidated Balance Sheets. The ~~Company does not hold any other cost-method investments. The~~ carrying value of the investment was $6 million as of ~~November 30, 2017~~May 31, 2020 and August 31, ~~2017. As of November 30, 2017,~~2019. The Company has not recorded any impairments or upward or downward adjustments to the ~~Company had not identified any events or changes in circumstances that may have a significant adverse effect on the fair~~carrying value of the investment ~~or indicators of other-than-temporary impairment.~~



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

~~Long-Lived Assets~~

Changes in circumstances may merit a change in the estimated useful lives or salvage values of individual long-lived assets, which are accounted for prospectively in the period of change. For such assets, the useful life is shortened based on the Company's plans to dispose of or abandon the asset before the end ofsince its ~~original useful life and depreciation is accelerated beginning when that determination is made.~~ acquisition.

Asset Impairment Charges

During the ~~three~~nine months ended ~~November 30, 2017 and 2016,~~May 31, 2020, the Company recognized ~~accelerated depreciation~~asset impairment charges of $1$4 million, ~~and less than $1 million, respectively, due to shortening the useful lives of decommissioned machinery and equipment assets in the Cascade Steel and Scrap ("CSS") reportable segment,~~ which are reported ~~within other asset impairment charges (recoveries), net~~separately in the Unaudited Condensed Consolidated Statements of ~~Operations.~~

~~Also during the three months ended November 30, 2017, CSS sold~~Operations and relate primarily to abandonment of obsolete machinery and equipment assets, ~~impaired during~~accelerated depreciation due to the ~~first quarter~~shortening of ~~fiscal 2017~~the useful lives of certain metals recovery assets and ~~supplies inventory impaired during fiscal 2016, recognizing a gain~~the closure of ~~$1 million which is reported within other asset impairment charges (recoveries), net~~an auto parts store in the ~~Unaudited Condensed Consolidated Statements~~AMR reportable segment.

Table of ~~Operations.~~

Contents

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED 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.~~receivables. 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~~of $250,000 as of ~~November 30, 2017~~.May 31, 2020. 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 ~~$44~~$72 million and ~~$48~~$49 million of open letters of credit as of May 31, 2020 and August 31, 2019, respectively.

Credit Facilities

On June 30, 2020, Schnitzer Steel Industries, Inc. (the “Company”) and certain of its subsidiaries entered into the Second Amendment (the “Second Amendment”) to its Third Amended and Restated Credit Agreement, dated as of April 6, 2016, as amended by the First Amendment to Third Amended and Restated Credit Agreement dated as of August 24, 2018, by and among the Company, as the US Borrower, Schnitzer Steel Canada Ltd., as a Canadian borrower, Bank of America, N.A., as administrative agent and the other lenders party thereto (the “Existing Credit Agreement”). The Existing Credit Agreement, as amended pursuant to the Second Amendment, is referred to herein as the “Amended Credit Agreement”. The principal changes to the Existing Credit Agreement effected by the Second Amendment are (i) the reduction of the consolidated fixed charge coverage from a minimum ratio of 1.50 to 1.0 to a minimum ratio of 1.20 to 1.0 for the fiscal quarter ending August 31, 2020, and to a minimum ratio of 1.10 to 1.0 for the fiscal quarters ending November 30, ~~2017~~2020, February 28, 2021 and May 31, 2021, and (ii) the introduction of a minimum consolidated asset coverage ratio of 1.00 to 1.0 for each of the fiscal quarters ending August 31, ~~2017~~2020 through May 31, 2021.

~~Financial Instruments~~

~~The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and debt. The Company uses~~with the ~~market approach to value its financial assets and liabilities, determined using available market information. The net carrying amounts~~amount of ~~cash and cash equivalents, accounts receivable and accounts payable approximate fair value due~~the spread based on a pricing grid tied to the ~~short-term nature of these instruments. For long-term~~Company’s consolidated funded debt ~~which is primarily at variable interest rates, fair value is estimated using observable inputs (Level 2) and approximates its carrying value.~~

~~Fair Value Measurements~~

~~Fair value is measured using inputs from~~to EBITDA ratio, or (ii) the ~~three~~ ~~levels~~greater of the ~~fair value hierarchy. Classification within~~prime rate, the ~~hierarchy is determined~~federal funds rate plus 0.50% or 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 the Company’s consolidated funded debt to EBITDA ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between 0.20% and 0.50% based on a pricing grid tied to the Company’s consolidated funded debt to EBITDA ratio.

The Second Amendment further provides for (i) revisions to the definition of LIBOR to include a 0.50% floor and (ii) mechanics by which the parties may replace the benchmark interest rate used in the agreement from LIBOR to one or more rates 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.

~~Restructuring Charges~~

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 conveyedsecured overnight financing rate (“SOFR”) administered by the ~~lease contract~~Federal Reserve Bank of New York.

Unchanged by the Second Amendment, the Amended Credit Agreement provides for $700 million and ~~is measured at its fair value, which is determined based on~~C$15 million in senior secured revolving credit facilities maturing in August 2023. As of May 31, 2020 and August 31, 2019, borrowings outstanding under the remaining contractual lease rentals reduced by estimated sublease rentals. A liability for other restructuring-related costs is measured at its fair value in the period in which the liability is incurred. Restructuring charges that directly involve a discontinued operation are included in the results of discontinued operations in all periods presented. See Note 6 - Restructuring Chargescredit facilities were $420 million and ~~Other Exit-Related Activities for further detail.~~



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

$97 million, respectively.

Note 2 - ~~Recent Accounting Pronouncements~~

In May 2014, an accounting standard update was issued that clarifies the principles for recognizing revenue from contracts with customers. The update will supersede the existing standard for recognizing revenue. Additional updates have been issued since May 2014 amending aspects of the initial update and providing implementation guidance. The guidance is applicable to all contracts with customers regardless 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. The standard is effective for the Company beginning in fiscal 2019, including interim periods within that fiscal year. Upon becoming effective, an entity may adopt 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. The Company is in the process of examining its current revenue streams and significant contracts with customers under the requirements of the new standard and, based on the progress of this examination to date, does not believe the standard will have a material impact on its financial position, net income or cash flows. In particular, 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 this determination 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 operations and cash flows.

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 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 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 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.



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

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 3~~ - Inventories

Inventories consisted of the following (in thousands):

	May 31, 2020		August 31, 2019
Processed and unprocessed scrap metal	$	63,201	$	81,313
Semi-finished goods		10,732		8,712
Finished goods		45,351		53,796
Supplies		42,259		43,499
Inventories	$	161,543	$	187,320

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 3 - 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 AMR 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.

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. The Company used the incremental borrowing rate to recognize all operating lease right-of-use assets and liabilities as of the new lease accounting standard application date. 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, or with respect to the Company’s transition to the new lease accounting standard the index or rate at the application date. 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.

The Company’s operating leases for real property underlying its auto parts stores, metals recycling facilities, and administrative offices generally have non-cancellable lease terms of 5 to 10 years, and the significant majority, but not all, 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.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended May 31, 2020, the Company’s total lease cost was $7 million, consisting primarily of operating lease expense of $6 million and short-term lease expense of $1 million. For the nine months ended May 31, 2020, the Company’s total lease cost was $21 million, consisting primarily of operating lease expense of $17 million and short-term lease expense of $3 million. The other components of the Company’s total lease cost for the periods presented, 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 the three and nine months ended May 31, 2020 is presented within cost of goods sold in the Unaudited Condensed Consolidated Statements of Operations.

Finance lease-related assets and liabilities consisted of the following (in thousands):

	Balance Sheet Classification	May 31, 2020
Assets:
Finance lease right-of-use assets⁽¹⁾	Property, plant and equipment, net	$	6,491
Liabilities:
Finance lease liabilities - current	Short-term borrowings	$	1,356
Finance lease liabilities - non-current	Long-term debt, net of current maturities		6,413
Total finance lease liabilities		$	7,769

(1)	Presented net of accumulated amortization of $1 million as of May 31, 2020.

The weighted average remaining lease terms and weighted average discount rates for the Company’s leases as of May 31, 2020 were as follows:

	May 31, 2020
	Weighted Average Remaining Lease Term (Years)		Weighted Average Discount Rate
Operating leases		9.8		3.41	%
Finance leases		6.3		8.39	%

Maturities of lease liabilities by fiscal year as of May 31, 2020 were as follows (in thousands):

November 30, 2017 August 31, 2017
Processed and unprocessed scrap metal $ 129,635
$ 88,441
Semi-finished goods (billets) 7,514
3,243
Finished goods 45,332
40,462
Supplies 33,884
34,796
Inventories $ 216,365
$ 166,942

Year Ending August 31,	Finance Leases			Operating Leases
2020 (for the remainder of fiscal 2020)	$	514		$	6,054
2021		1,801			21,992
2022		1,732			21,225
2023		1,663			20,746
2024		1,415			16,692
Thereafter		2,448			69,872
Total lease payments	$	9,573		$	156,581
Less amounts representing interest		(1,804	)		(25,935	)
Total lease liabilities	$	7,769		$	130,646
Less current maturities		(1,356	)		(18,683	)
Lease liabilities, net of current maturities	$	6,413		$	111,963

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

	Nine Months Ended May 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	16,715
Operating cash flows for finance leases	$	489
Financing cash flows for finance leases	$	1,003
Lease liabilities arising from obtaining right-of-use assets⁽¹⁾:
Operating leases	$	17,267
Finance leases	$	1,104

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

As a result of adopting the new lease accounting guidance on September 1, 2019 using the modified retrospective transition method, the Company is required to present future minimum lease commitments for capital leases and operating leases that were previously disclosed in the Company’s 2019 Annual Report on Form 10-K and accounted for under previous lease guidance.

Principal payments on capital lease obligations during the next five fiscal years and thereafter as of August 31, 2019 are as follows (in thousands):

Year Ending August 31,	Capital Lease Obligations
2020	$	1,917
2021		1,799
2022		1,751
2023		1,622
2024		1,346
Thereafter		1,694
Total		10,129
Amounts representing interest		(2,355	)
Total less interest	$	7,774

The table below sets forth the Company’s future minimum obligations under non-cancelable operating leases as of August 31, 2019 (in thousands):

Year Ending August 31,	Operating Leases
2020	$	21,286
2021		15,301
2022		12,488
2023		10,419
2024		5,035
Thereafter		16,095
Total	$	80,624

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4 - Goodwill

As of May 31, 2020 and August 31, 2019, all but $1 million of the Company’s goodwill was carried by a single reporting unit within AMR. 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. There were no triggering events identified during the ~~three~~first nine months ~~ended November 30, 2017~~of fiscal 2020 requiring an interim goodwill impairment test.

A lack of recovery or further deterioration in market conditions related to the general economy and the metals recycling industry, a sustained trend of weaker than anticipated Company financial performance, a decline in the Company’s share price for a sustained period of time, or an increase in the market-based weighted average cost of capital, any of which could be caused or exacerbated in the future by the effects of COVID-19, among other factors, could significantly impact the impairment analysis and may result in future goodwill impairment charges that, if incurred, could have a material adverse effect on the Company’s financial condition and results of operations.

The gross change in the carrying amount of goodwill for the ~~three~~nine months ended ~~November 30, 2017~~May 31, 2020 was as follows (in thousands):

	Goodwill
August 31, 2019	$	169,237
Foreign currency translation adjustment		(642	)
May 31, 2020	$	168,595

AMR
August 31, 2017 $ 167,835
Foreign currency translation adjustment (632 )
November 30, 2017 $ 167,203

Accumulated goodwill impairment charges were $471 million as of ~~November 30, 2017~~May 31, 2020 and August 31, ~~2017.~~

2019.

Note 5 - Commitments and Contingencies

Contingencies - Environmental

The Company evaluates the adequacy of its environmental liabilities on a quarterly basis. Adjustments to the liabilities are made when additional information becomes available that affects the estimated costs to study or remediate any environmental issues or expenditures are made for which liabilities were established.

Changes in the Company’s environmental liabilities ~~in aggregate~~ for the ~~three~~nine months ended ~~November 30, 2017~~May 31, 2020 were as follows (in thousands):

Balance as of September 1, 2019

Liabilities

Established

(Released), Net

Payments and

Other

Balance as of

May 31, 2020

Short-Term

Long-Term

51,799

5,462

(3,251

)

54,010

6,009

48,001

Balance as of August 31, 2017 Liabilities Established (Released), Net Payments and Other Balance as of November 30, 2017 Short-Term Long-Term
$ 48,398
$ 7,021
$ (761 ) $ 54,658
$ 7,214
$ 47,444

Recycling Operations

As of ~~November 30, 2017~~May 31, 2020 and August 31, ~~2017,~~2019, the ~~Company's~~Company’s recycling operations had environmental liabilities of ~~$55~~$54 million and ~~$48~~$52 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 contaminated sediments and riverbanks, soil contamination, groundwater contamination, storm water runoff issues and other natural resource damages. Except for Portland Harbor and certain liabilities discussed ~~under~~under Other Legacy Environmental Loss Contingencies immediately 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”). The precise nature and extent of ~~any~~ cleanup of any specific areas within 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.



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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 party contribution or damage claims with respect to the Site.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

While the Company participated in certain preliminary Site study efforts, it was 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, the Company and certain other parties agreed to an interim settlement with the LWG under which the Company made a cash contribution to the LWG RI/FS. The LWG has indicated that it had incurred over ~~$115~~$155 million in investigation-related costs over an approximately 1018 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.

The Company has 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 Portland Harbor Natural Resource Trustee Council (“Trustee Council”) invited the Company and other PRPs to participate in funding and implementing the Natural Resource Injury Assessment for the Site. Following meetings among the Trustee Council and the PRPs, funding and participation agreements were negotiated under which the participating PRPs, including the Company, agreed to fund the first phase of the three-phase natural resource damage assessment. Phase 1, which included the development of the Natural Resource Damage Assessment Plan ~~("AP"~~(“AP”) and implementation of several early studies, was substantially completed in 2010. ~~The~~In December 2017, the Company ~~recently~~ joined with other participating PRPs in agreeing to fund Phase 2 of the natural resource damage assessment, which includes the 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 ~~has not yet commenced,~~ will involve the full implementation of the AP and the final injury and damage determination. The Company ~~has not yet commenced discussions~~is proceeding with the process established by the Trustee Council regarding early settlements under Phase ~~2, and therefore it~~2. It is uncertain whether itthe Company will enter into an early settlement for natural resource damages or what costs it may incur in any such early settlement.

On January 30, 2017, one of the Trustees, the Confederated Tribes and Bands of the Yakama Nation, which withdrew from the council in 2009, filed a suit against approximately 30 parties, including the Company, 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. The parties have 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 ~~such~~the 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 of the cost of remedial action for the cleanup of the in-river portion of the Site have varied widely in various drafts of the FS and in the EPA’s final FS issued in June 2016 ranging from approximately $170 million to over $2.5 billion (net present value), depending on the remedial alternative and a number of other factors. In comments submitted to the EPA, the Company and certain other stakeholders identified a number of serious concerns regarding the ~~EPA's~~EPA’s risk and remedial alternatives assessments, cost estimates, scheduling assumptions and conclusions regarding the feasibility and effectiveness of remediation technologies.

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 evaluated in the EPA’s FS that was expanded to include additional work at a greater cost. 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 remedy described in the ROD, which is based on data that is more than a decade old, and the ~~EPA's~~EPA’s estimates for the costs and time required to implement the selected remedy. Because of ongoing questions regarding cost effectiveness, technical feasibility, and the use of stale data, it is uncertain whether the ROD will be implemented as issued. In addition, the ROD did not determine or allocate the responsibility for remediation costs among the PRPs.

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technical drawings and specifications developed for the subsequent remedial action. Moreover, the ROD provided only Site-wide cost estimates and did not provide sufficient detail to estimate costs for specific sediment management areas within the Site. Following issuance of the ROD, EPA proposed that the PRPs, or a subgroup of PRPs, perform the additional investigative work identified in the ROD under a new consent order.

In December 2017, the Company and ~~three~~3 other PRPs entered into a new Administrative Settlement Agreement and Order on Consent with EPA to perform such pre-remedial design investigation and baseline sampling over a ~~two-year~~two year period. The Company ~~estimates~~estimated that its share of the costs of performing such work ~~will~~would be approximately $2 million, which it accrued in fiscal 2018. Such costs were fully covered by existing insurance coverage and, thus, the Company also recorded an insurance receivable for $2 million in fiscal 2018, resulting in no net impact to the Company’s consolidated results of operations.

The pre-remedial design investigation and baseline sampling work has been completed, and the report evaluating the data was submitted to EPA on June 17, 2019. The evaluation report concludes that Site conditions have improved substantially since the data forming the basis of the ROD was collected over a decade ago. The analysis contained in the report has significant implications for remedial design and remedial action at the Site. EPA has reviewed the report, finding with a few limited corrections that the data is of suitable quality and generally acceptable and stating that such data will be used, in addition to existing and forthcoming design-level data, to inform implementation of the ROD. However, EPA did not agree that the data or the analysis warrant a change to the remedy at this time and reaffirmed its commitment to proceed with remedial design. The Company and other PRPs disagree with EPA’s position on use of the more recent data and will continue to pursue limited, but critical, changes to the selected remedy for the Site during the remedial design phase.

EPA has stated that it wants PRPs to step forward (individually or in groups) to enter into consent agreements to perform remedial design covering the entire Site and has proposed dividing the Site into 8 to 10 subareas for remedial design. Certain PRPs have since executed consent agreements for remedial design work covering a little more than half of the remedial action areas at the Site. Because of EPA’s refusal to date to modify the remedy to reflect the most current data on Site conditions and because of concerns with the terms of the consent agreement, the Company elected not to enter into a consent agreement for remedial design with respect to any of the subareas at the Site. On March 26, 2020, EPA issued a unilateral administrative order (UAO) to the Company and MMGL, LLC, an unaffiliated company, for the remedial design work in the portion of one of the EPA identified subareas within the Site designated as the River Mile 3.5 East Project Area. Following a conference with the Company to discuss the UAO and written comments submitted by the Company, EPA made limited modifications to the UAO and issued an amendment to the UAO on April 27, 2020 with an effective date of May 4, 2020. As required by the UAO, the Company notified EPA of its intent to comply with the UAO on the effective date 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, EPA’s expected schedule for completion of the remedial design work is four years. EPA has estimated the cost of the work at approximately $4 million. The Company has agreed with the other respondent to the UAO 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, which agreement is not an allocation of liability or claims associated with the Site as between the respondents or with respect to any third party. The Company estimated that its share of the costs of performing such work under the UAO would be approximately $3 million, which it recorded to environmental liabilities and selling, general and administrative expense in the ~~consolidated financial statements~~Unaudited Condensed Consolidated Financial Statements in the ~~first~~third quarter of fiscal ~~2018.~~2020. The Company continues to discuss sharing of the costs of the remedial design work under the UAO with other PRPs. The Company has insurance policies that it believes ~~that~~will provide reimbursement for costs it incurs for remedial design, but not for any penalties. An asset relating to recovery of such costs ~~will be fully covered by existing insurance coverage and, thus, has also recorded an insurance receivable for $2 million in~~is recognized upon meeting certain accounting requirements, which had not yet been met as of the ~~first~~end of the third quarter of fiscal ~~2018, resulting in no net impact to the Company's consolidated results of operations.~~

2020.

Except for certain early action projects in which the Company is not involved, remediation activities are not expected to commence for a number of years. In addition, as discussed above, responsibility for implementing and funding the remedy will be determined in a separate allocation ~~process.~~process, which is on-going. The Company ~~does not~~would expect the next major stage of the allocation process to proceed ~~until after~~in parallel with the ~~additional pre-remedial~~remedial design ~~data is collected.~~

process.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, the~~ amount of natural resource damages or of the allocation among the PRPs of costs of the investigations, ~~and any remedy and~~remedial action costs or natural resource damages, ~~among the PRPs,~~ 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 reasonably possible that it will incur in connection with the Site, although such costs could be material to the Company’s financial position, results of operations, cash flows and liquidity. Among the facts currently being developed 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, 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, ~~(including the pre-remedial~~remedial design, ~~investigative activities), remediation~~remedial action and mitigation for natural resource damages claims in connection with the Site, although there is no assurance that those policies will cover all of the costs which the Company may incur. ~~As of November 30, 2017, the Company's total liability for its estimated share of the costs of the investigation was $3 million.~~

The Oregon Department of Environmental Quality is separately providing oversight of voluntary investigations and source control activities by the Company involving the Company’s sites adjacent to the Portland Harbor which are focused on controlling any current “uplands” releases of contaminants into the Willamette River. No liabilities have been established in connection with these investigations because the extent of contamination (if any) and the Company’s responsibility for the contamination (if any) have not yet been determined.

Other Legacy Environmental Loss Contingencies

The Company’s environmental loss contingencies as of ~~November 30, 2017~~May 31, 2020 and August 31, ~~2017,~~2019, other than Portland Harbor, include actual or possible investigation and cleanup 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 cleanup 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. ~~Where~~When investigation and cleanup 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's~~Company’s results of operations, financial condition or cash flows.

During ~~the first quarter of~~ fiscal 2018, the Company accrued $4 million in expense at ~~its~~ Corporate ~~division~~ 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~~conducted under oversight of the applicable state regulatory agency. As of May 31, 2020 and August 31, 2019, 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 currently estimates a range of reasonably possible losses related to this matter in excess of current accruals at between ~~zero~~0 and $28 million based on a range of remedial alternatives and subject to development and approval by regulators of a specific remedy implementation plan. 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.



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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In addition, the Company’s loss contingencies as of May 31, 2020 and August 31, 2019 include $7 million and $8 million, respectively, for the estimated costs related to remediation of soil and groundwater conditions, including penalties, in connection with a closed facility owned and previously operated by an indirect, wholly-owned subsidiary. Investigation activities have been conducted under the oversight of the applicable state regulatory agency, and the Company has also been working with local officials with respect to the protection of public water supplies. It is reasonably possible that the Company may recognize additional liabilities, including penalties, 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 completion of on-going studies and determination of remediation plans and pending further negotiations to settle the related enforcement matter. As part of its activities relating to the protection of public water supplies, the Company has agreed to reimburse the municipality for certain studies and plans, and it is reasonably possible that it may incur additional liabilities and costs in the future, including for wellhead treatment, which in the case of costs for installation of wellhead treatment, if incurred, could be in the range of $10 million to $13 million.

Steel Manufacturing Operations

The ~~Company's~~Company’s steel manufacturing operations had no0 known environmental liabilities as of ~~November 30, 2017~~May 31, 2020 and August 31, ~~2017.~~

2019.

The steel ~~mill's~~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, the Company captures the EAF dust and ships it in specialized rail cars to firms that apply treatments that allow for the ultimate disposal of the EAF dust.

The ~~Company's~~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 on an annual production capacity of approximately 950 thousand tons. The Company’s permit was first issued in 1998 and has since been renewed through ~~February~~April 1, ~~2018. The permit renewal process occurs every five years and is underway for the next renewal period.~~

2025.

Summary - Environmental Contingencies

~~Other~~

With respect to environmental contingencies other than the Portland Harbor Superfund site and 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 Company's consolidated financial statements as a whole.~~its environmental loss contingencies. Historically, the amounts the Company has ultimately paid for such remediation activities have not been material in any given ~~period.~~

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

Contingencies - Other

Schnitzer Southeast, LLC (a wholly-owned subsidiary of the Company, “SSE”), an SSE employee, the Company and one of the Company’s insurance carriers had been named as defendants in five separate wrongful death lawsuits filed in the State of Georgia arising from an accident in 2016 in Alabama involving a tractor trailer driven by the SSE employee and owned by SSE. In fiscal 2019, the Company settled 3 of the 5 lawsuits for a total of $35 million. In the first quarter of fiscal 2020, the Company settled the 2 remaining lawsuits for a total of $68 million. The aggregate settlement amount of $103 million was substantially covered by insurance, resulting in no net impact to the Company’s consolidated results of operations. As of August 31, 2019, the Company had accrued loss contingencies and offsetting insurance receivables related to the lawsuits totaling $83 million. The full amount accrued as of August 31, 2019 was paid by the Company’s insurers in the first quarter of fiscal 2020. There are 0 further contingencies in relation to this matter.

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. At this time, the amount of such additional reasonably possible losses cannot be reasonably estimated. To the extent that circumstances change and the Company determines that a loss is reasonably possible, can be reasonably estimated, and is material, the Company would then disclose an estimate of the possible loss or range of loss. The Company believes that such losses, if incurred, would be substantially covered by existing insurance coverage. The Company does not anticipate that the resolution of 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.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6 - ~~Restructuring Charges~~Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss, net of tax, comprise the following (in thousands):

	Three Months Ended May 31, 2020									Three Months Ended May 31, 2019
	Foreign Currency Translation Adjustments			Pension Obligations, Net			Total			Foreign Currency Translation Adjustments			Pension Obligations, Net			Total
Balances - March 1 (Beginning of period)	$	(36,108	)	$	(2,932	)	$	(39,040	)	$	(34,861	)	$	(2,866	)	$	(37,727	)
Other comprehensive loss before reclassifications		(1,904	)		—			(1,904	)		(1,838	)		—			(1,838	)
Income tax benefit (expense)		—			—			—			—			—			—
Other comprehensive loss before reclassifications, net of tax		(1,904	)		—			(1,904	)		(1,838	)		—			(1,838	)
Amounts reclassified from accumulated other comprehensive loss		—			58			58			—			184			184
Income tax benefit		—			(13	)		(13	)		—			(42	)		(42	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		—			45			45			—			142			142
Net periodic other comprehensive (loss) income		(1,904	)		45			(1,859	)		(1,838	)		142			(1,696	)
Balances - May 31 (End of period)	$	(38,012	)	$	(2,887	)	$	(40,899	)	$	(36,699	)	$	(2,724	)	$	(39,423	)

	Nine Months Ended May 31, 2020									Nine Months Ended May 31, 2019
	Foreign Currency Translation Adjustments			Pension Obligations, Net			Total			Foreign Currency Translation Adjustments			Pension Obligations, Net			Total
Balances - September 1 (Beginning of period)	$	(35,689	)	$	(3,074	)	$	(38,763	)	$	(34,129	)	$	(3,108	)	$	(37,237	)
Other comprehensive (loss) income before reclassifications		(2,323	)		(17	)		(2,340	)		(2,570	)		208			(2,362	)
Income tax benefit (expense)		—			4			4			—			(46	)		(46	)
Other comprehensive (loss) income before reclassifications, net of tax		(2,323	)		(13	)		(2,336	)		(2,570	)		162			(2,408	)
Amounts reclassified from accumulated other comprehensive loss		—			258			258			—			288			288
Income tax benefit		—			(58	)		(58	)		—			(66	)		(66	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		—			200			200			—			222			222
Net periodic other comprehensive (loss) income		(2,323	)		187			(2,136	)		(2,570	)		384			(2,186	)
Balances - May 31 (End of period)	$	(38,012	)	$	(2,887	)	$	(40,899	)	$	(36,699	)	$	(2,724	)	$	(39,423	)

Reclassifications from accumulated other comprehensive loss to earnings, both individually and ~~Other Exit-Related Activities~~

in the aggregate, were not material to the impacted captions in the Unaudited Condensed Consolidated Statements of Operations for all periods presented.

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - Revenue

Disaggregation of Revenues

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

	Three Months Ended May 31, 2020
	AMR		CSS		Intercompany Revenue Eliminations			Total
Major product information:
Ferrous revenues	$	189,783	$	14,115	$	(1,926	)	$	201,972
Nonferrous revenues		78,858		6,966		(318	)		85,506
Steel revenues⁽¹⁾		—		83,414		—			83,414
Retail and other revenues		31,736		55		—			31,791
Total revenues	$	300,377	$	104,550	$	(2,244	)	$	402,683
Revenues based on sales destination:
Foreign	$	188,203	$	25,200	$	—		$	213,403
Domestic		112,174		79,350		(2,244	)		189,280
Total revenues	$	300,377	$	104,550	$	(2,244	)	$	402,683

	Three Months Ended May 31, 2019
	AMR		CSS		Intercompany Revenue Eliminations			Total
Major product information:
Ferrous revenues	$	280,362	$	14,208	$	(2,697	)	$	291,873
Nonferrous revenues		112,785		10,376		(329	)		122,832
Steel revenues⁽¹⁾		—		96,626		—			96,626
Retail and other revenues		35,876		221		(32	)		36,065
Total revenues	$	429,023	$	121,431	$	(3,058	)	$	547,396
Revenues based on sales destination:
Foreign	$	273,128	$	25,242	$	—		$	298,370
Domestic		155,895		96,189		(3,058	)		249,026
Total revenues	$	429,023	$	121,431	$	(3,058	)	$	547,396

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Nine Months Ended May 31, 2020
	AMR		CSS		Intercompany Revenue Eliminations			Total
Major product information:
Ferrous revenues	$	604,720	$	34,486	$	(5,270	)	$	633,936
Nonferrous revenues		256,571		22,057		(759	)		277,869
Steel revenues⁽¹⁾		—		246,278		—			246,278
Retail and other revenues		89,512		154		—			89,666
Total revenues	$	950,803	$	302,975	$	(6,029	)	$	1,247,749
Revenues based on sales destination:
Foreign	$	589,110	$	67,278	$	—		$	656,388
Domestic		361,693		235,697		(6,029	)		591,361
Total revenues	$	950,803	$	302,975	$	(6,029	)	$	1,247,749

	Nine Months Ended May 31, 2019
	AMR		CSS		Intercompany Revenue Eliminations			Total
Major product information:
Ferrous revenues	$	836,662	$	41,071	$	(7,846	)	$	869,887
Nonferrous revenues		316,450		28,522		(856	)		344,116
Steel revenues⁽¹⁾		—		271,988		—			271,988
Retail and other revenues		98,388		634		(32	)		98,990
Total revenues	$	1,251,500	$	342,215	$	(8,734	)	$	1,584,981
Revenues based on sales destination:
Foreign	$	753,696	$	69,396	$	—		$	823,092
Domestic		497,804		272,819		(8,734	)		761,889
Total revenues	$	1,251,500	$	342,215	$	(8,734	)	$	1,584,981

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

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 May 31, 2020 and August 31, 2019, receivables from contracts with customers, net of an allowance for doubtful accounts, totaled $131 million and $142 million, respectively, representing 97% of total accounts receivable reported on the Unaudited Condensed Consolidated Balance Sheets in each respective period.

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 ~~incurred restructuring charges~~satisfies the related performance obligation under the terms of the contract. The Company’s contract liabilities consist almost entirely of customer deposits for recycled scrap metal sales contracts, which are reported within accounts payable on the Unaudited Condensed Consolidated Balance Sheets and totaled$3 million as of each of May 31, 2020 and August 31, 2019. 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. During the three and nine months ended May 31, 2020, the Company reclassified less than $1million ~~during the three months ended November 30, 2017~~ and ~~2016. These charges primarily relate~~$3 million, respectively, in customer deposits as of August 31, 2019 to initiatives announced in the second quarter of fiscal 2015 and expanded in subsequent periods, which were designed to reduce operating expenses and improve profitability and to achieve further integration and synergistic cost efficiencies in the Company's operating platform. Charges related to these initiatives were substantially complete by the end of fiscal 2017. However, the Company incurred and may continue to incur additional restructuring charges primarilyrevenues as a result of ~~remeasuring lease contract termination liabilities to reflect changes in contractual lease rentals and estimated sublease rentals.~~

~~In addition to the restructuring charges recorded related to these initiatives, the Company incurred charges associated with other exit-related activities of less than $1 million~~satisfying performance obligations during the ~~three months ended November 30, 2016, consisting~~respective periods.

Table of ~~asset impairments and accelerated depreciation of assets in connection with site closures and idled equipment.~~

Contents

~~Note 7~~ ~~- Changes in Equity~~

~~Changes in equity were comprised of the following (in thousands):~~

Three Months Ended November 30, 2017 Three Months Ended November 30, 2016

SSI Shareholders’
Equity

Noncontrolling
Interests

Total
Equity

SSI Shareholders’
Equity

Noncontrolling
Interests

Total
Equity
Balance - September 1 (Beginning of period) $ 533,586
$ 3,907
$ 537,493
$ 497,721
$ 3,711
$ 501,432
Net income (loss) 18,364
857
19,221
(1,326 ) 618
(708 )
Other comprehensive loss, net of tax (1,627 ) —
(1,627 ) (1,099 ) —
(1,099 )
Distributions to noncontrolling interests —
(331 ) (331 ) —
(522 ) (522 )
Restricted stock withheld for taxes (2,851 ) —
(2,851 ) (3,301 ) —
(3,301 )
Share-based compensation 5,004
—
5,004
3,408
—
3,408
Dividends (5,292 ) —
(5,292 ) (5,143 ) —
(5,143 )
Balance - November 30
(End of period)
$ 547,184
$ 4,433
$ 551,617
$ 490,260
$ 3,807
$ 494,067



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

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 8 ~~- Accumulated Other Comprehensive Loss~~

~~Changes in accumulated other comprehensive loss, net of tax, were comprised of the following (in thousands):~~

Three Months Ended November 30, 2017 Three Months Ended November 30, 2016
Foreign Currency Translation Adjustments Pension Obligations, net Total Foreign Currency Translation Adjustments Pension Obligations, net Total
Balances - September 1
(Beginning of period)
$ (31,828 ) $ (3,465 ) $ (35,293 ) $ (34,539 ) $ (5,576 ) $ (40,115 )
Other comprehensive income (loss) before reclassifications (1,709 ) (185 ) (1,894 ) (1,034 ) 49
(985 )
Income tax expense —
227
227
—
(194 ) (194 )
Other comprehensive income (loss) before reclassifications, net of tax (1,709 ) 42
(1,667 ) (1,034 ) (145 ) (1,179 )
Amounts reclassified from accumulated other comprehensive loss —
63
63
—
125
125
Income tax benefit —
(23 ) (23 ) —
(45 ) (45 )
Amounts reclassified from accumulated other comprehensive loss, net of tax —
40
40
—
80
80
Net periodic other comprehensive income (loss) (1,709 ) 82
(1,627 ) (1,034 ) (65 ) (1,099 )
Balances - November 30
(End of period)
$ (33,537 ) $ (3,383 ) $ (36,920 ) $ (35,573 ) $ (5,641 ) $ (41,214 )

Reclassifications from accumulated other comprehensive loss, both individually and in the aggregate, were immaterial to the impacted captions in the Unaudited Condensed Consolidated Statements of Operations for all periods presented.

~~Note 9~~ - Share-Based Compensation

In the first quarter of fiscal ~~2018,~~2020, as part of the annual awards under the ~~Company's~~Company’s Long-Term Incentive Plan, the Compensation Committee of the ~~Company's~~Company’s Board of Directors ("(“Compensation ~~Committee"~~Committee”) granted ~~252,865 restricted stock units ("RSUs") and 246,161~~337,700 performance share awards to the ~~Company's~~Company’s key employees and officers under the ~~Company's~~Company’s 1993 Amended and Restated Stock Incentive Plan ~~("SIP"~~(“SIP”).

Awards vest if thethresholdlevel under the specified metric is met at the end of the approximately three-year performance period. For awards granted in the first quarter of fiscal 2020, the performance metrics were the Company’s total shareholder return (“TSR”) relative to a designated peer group of 15 companiesand the Company’s return on capital employed (“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 number of performance shares granted multiplied by a payout factor, which ranges from a threshold of 50% to a maximum of 200%.

The Company granted 165,834 performance share awards based on its relative TSR metric over a performance period spanning November 14, 2019 to August 31, 2022. The Company estimates the fair value of TSR awards using a Monte-Carlo simulation model utilizing several key assumptions, including the following for TSR awards granted on November 14, 2019:

	Percentage
Expected share price volatility (SSI)		38.9	%
Expected share price volatility (Peer group)		44.5	%
Expected correlation to peer group companies		34.3	%
Risk-free rate of return		1.58	%

The estimated fair value of the TSR awards at the date of grant was $4 million. 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 compensation expense for the TSR awards based on the grant-date fair value, net of estimated forfeitures, is 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.

The Company granted 171,936 performance share awards based on its ROCE for the three-year performance period consisting of the Company’s 2020, 2021 and 2022 fiscal years. 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 $4 million.

The Company accrues compensation cost for ROCE awards based on the probable outcome of achieving specified performance conditions, net of estimated forfeitures, 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). The Company reassesses whether achievement of the performance conditions is 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 conditions 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 service period, all related compensation cost previously recognized is reversed.

The performance share awards described above will be paid in Class A common stock as soon as practicable after the end of the requisite service period and vesting date of October 31, 2022.

In the second quarter of fiscal 2020, the Company granted deferred stock units (“DSUs”) to each of its non-employee directors under the Company’s SIP. Each DSU gives the director the right to receive 1 share of Class A common stock at a future date. The grant included an aggregate of 41,592 shares that will vest in full on the day before the Company’s 2021 annual meeting of shareholders, subject to continued Board service. The total fair value of these awards at the grant date was $1 million.

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In the third quarter of fiscal 2020, under the Company’s Long-Term Incentive Plan, the Compensation Committee granted 470,917 restricted stock units (“RSUs”) to the Company’s key employees and officers under the SIP. The RSUs have a five-year term and vest 20% per year commencing ~~October 31, 2018.~~on April 30, 2021. The aggregate fair value of all of the RSUs granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled $7 million. The compensation expense associated with ~~the~~these RSUs is recognized over the requisite service period of the awards, net of ~~forfeitures.~~

~~The performance share awards are comprised~~forfeitures, which for participants who were retirement eligible as of ~~two separate and distinct awards with different vesting conditions.~~

The Compensation Committee granted 119,763 performance share awards based on a relative Total Shareholder Return ("TSR") metric over a performance period spanning November 14, 2017 to August 31, 2020. 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 $3 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 126,398 performance share awards have a three-year performance period consisting of the Company’s 2018, 2019 and 2020 fiscal years. The performance targets are based on the Company's return on capital employed 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 $3 million.~~



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

~~The compensation expense associated with performance share awards is recognized over~~or who will become retirement eligible during the ~~requisite service period, net of forfeitures. Performance share awards will be paid in Class A common stock as soon as practicable after the end~~five-year term of the ~~requisite service~~award is the longer of two years or the period ~~and vesting~~ending on the date ~~of October 31, 2020.~~

retirement eligibility is achieved.

Note 109 - Income Taxes

Effective Tax Rate

The ~~effective tax rate for the~~ Company’s ~~continuing operations for the three months ended November 30, 2017 was an expense of 23.6% compared to a benefit of 8.6% for the three months ended November 30, 2016.~~

~~A reconciliation of the difference between the federal statutory rate and the Company’s effective rate is as follows:~~

Three Months Ended November 30,
2017 2016
Federal statutory rate 35.0 % 35.0 %
State taxes, net of credits 0.1
2.1
Foreign income taxed at different rates (1.2 ) (3.4 )
Valuation allowance on deferred tax assets (6.8 ) (25.0 )
Unrecognized tax benefits 0.6
1.9
Non-deductible officers’ compensation 1.5
2.7
Research and development credits (0.5 ) (1.4 )
Section 199 deduction (1.9 ) —
Other non-deductible expenses —
1.3
Other (1.3 ) (0.2 )
Noncontrolling interests (1.9 ) (4.4 )
Effective tax rate⁽¹⁾
23.6 % 8.6 %

~~_____________________________~~


~~(1)~~	~~For periods with reported pre-tax losses, the effect of reconciling items with positive signs is a tax benefit in excess of applying the federal statutory rate to the pre-tax loss.~~

~~The~~ effective tax rate from continuing operations for the third quarter and first ~~quarter~~nine months of fiscal ~~2018~~2020 was a benefit of 28.0% and ~~2017 was lower than~~27.6%, respectively, compared to an expense of 26.0% and 22.8%, respectively, for the ~~federal statutory rate of 35% primarily due to~~comparable prior year periods.

The Company has historically measured the ~~lower~~provision for income taxes for interim reporting periods by applying the projected annual effective tax rate ~~applied~~ to the quarterly results. ~~The lower~~Based on the Company’s projection of full-year results, as well as the projected impact of permanent tax differences and other items that are generally not proportional to full-year results, small changes in the projections would lead to significant changes in the projected annual effective tax ~~rate is~~rate. Therefore, applying the ~~result~~Company’s historical method would not provide a reliable estimate of the ~~Company’s full valuation allowance positions partially offset~~provision for income taxes for the fiscal 2020 interim reporting periods presented in this report. Accordingly, the Company measured the year-to-date fiscal 2020 tax benefit based on year-to-date results, referred to as the discrete method, and it measured the third quarter fiscal 2020 tax benefit as the foregoing year-to-date fiscal 2020 tax benefit less the tax benefit recognized previously in the first half of the fiscal year.

Coronavirus Aid, Relief and Economic Security Act (CARES Act)

On March 27, 2020, the President of the United States signed and enacted into law the Coronavirus Aid, Relief and Economic Security Act (CARES Act), which contains several income tax provisions, as well as other measures, aimed at assisting businesses impacted by ~~increases~~the economic effects of the COVID-19 pandemic. Among other provisions, the CARES Act removes certain limitations on utilization of net operating losses (NOLs) and allows for carrybacks of certain past and future NOLs. The Company expects that it will apply the NOL carryback provisions of the CARES Act to its estimated NOL for fiscal 2020, which resulted in the reclassification of a $11 million NOL deferred income tax asset to refundable income taxes and recognition of a $1 million income tax benefit in the third quarter of fiscal 2020. The Company does not anticipate the other income tax provisions of the CARES Act to have a material impact on its financial statements.

Valuation Allowances

The Company assesses the realizability of its deferred tax ~~liabilities from indefinite-lived~~ assets inon 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 ~~jurisdictions.~~

negative and positive evidence, including the weight of the evidence, to determine if valuation allowances against deferred tax assets are required. The Company maintains valuation allowances against certain U.S. federal, state, Canadian and all Puerto Rican deferred tax assets.

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 2013 to ~~2017~~2019 remain subject to examination under the statute of limitations. ~~The Company's U.S. federal income tax return for fiscal 2015 is currently under examination.~~

~~Subsequent Event~~

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 10 - Restructuring Charges and Other Exit-Related Activities

On ~~December 22, 2017,~~January 8, 2020, subsequent to the ~~President~~end of the ~~United States signed and enacted into law H.R. 1, the Tax Cuts and Jobs Act (“TCJA”), which, except for certain provisions, is effective for tax years beginning on or after January 1, 2018. As a~~first quarter of fiscal ~~year taxpayer,~~2020, the Company ~~will not be subject~~committed to certain restructuring initiatives aimed at further reducing its annual operating expenses, primarily selling, general and administrative, at Corporate, AMR and CSS, primarily through reductions in non-trade procurement spend, including outside and professional services, lower employee-related expenses and other non-headcount measures. Additionally, in April 2020, the Company announced its intention to modify its internal organizational and reporting structure to a functionally based, integrated model. The Company expects to complete this transition in the first quarter of fiscal 2021. The Company expects to incur aggregate estimated restructuring charges, as defined in ASC 420, Exit or Disposal Cost Obligations, and other exit-related costs of approximately $9 million in connection with these initiatives. The Company expects the substantial majority of the ~~tax law provisions until fiscal year 2019; however, there are certain significant items of impact that will~~restructuring charges to be recognized ~~in fiscal year 2018 resulting from~~by the retroactive reduction in the statutory tax rate. Because a change in tax law is accounted for in the period of enactment, the effects (including retroactive effects) will be reflected in the second quarterend of fiscal ~~2018.~~

~~The TCJA’s primary change is a reduction in the Federal statutory corporate tax rate from 35.0%~~2020 and to ~~21.0%, including a pro rata reduction from 35.0% to 25.7% for~~require the Company into make cash payments. During the first nine months of fiscal ~~2018. As a result,~~2020, the Company ~~expects~~incurred severance costs of $2 million, exit-related costs associated with a lease contract termination of $1 million, and professional services costs related to ~~recognize a benefit in its tax provision as~~these initiatives of the beginning of the second quarter of fiscal 2018 due to the revaluation of the Company's net deferred tax liability to reflect the lower statutory rate. The Company also expects to record a benefit in its tax provision for fiscal 2018 to account for the effect of the retroactive rate reduction on fiscal 2018 tax expense. The Company continues to assess the effects of the TCJA on its consolidated financial statements. Because of the ongoing assessment of the effects of the TCJA, the Company is not yet in a position to estimate the projected effective tax rate for fiscal 2018.



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

$5 million.

Note 11 - 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 SSI shareholders (in thousands):

	Three Months Ended May 31,						Nine Months Ended May 31,
	2020			2019			2020			2019
(Loss) income from continuing operations	$	(4,648	)	$	16,432		$	(6,738	)	$	46,557
Net income attributable to noncontrolling interests		(278	)		(750	)		(1,329	)		(1,585	)
(Loss) income from continuing operations attributable to SSI shareholders		(4,926	)		15,682			(8,067	)		44,972
(Loss) income from discontinued operations, net of tax		(69	)		8			(40	)		(202	)
Net (loss) income attributable to SSI shareholders	$	(4,995	)	$	15,690		$	(8,107	)	$	44,770
Computation of shares:
Weighted average common shares outstanding, basic		27,724			27,510			27,653			27,548
Incremental common shares attributable to dilutive performance share awards, restricted stock units and deferred stock units		—			564			—			636
Weighted average common shares outstanding, diluted		27,724			28,074			27,653			28,184

Three Months Ended November 30,

2017 2016
Income (loss) from continuing operations $ 19,256
$ (655 )
Net income attributable to noncontrolling interests (857 ) (618 )
Income (loss) from continuing operations attributable to SSI 18,399
(1,273 )
Loss from discontinued operations, net of tax (35 ) (53 )
Net income (loss) attributable to SSI $ 18,364
$ (1,326 )
Computation of shares:
Weighted average common shares outstanding, basic 27,695
27,372
Incremental common shares attributable to dilutive performance share, RSU and DSU awards 967
—
Weighted average common shares outstanding, diluted 28,662
27,372

Common stock equivalent shares of ~~1,086,335~~1,228,857 and 887,760 were considered antidilutive and were excluded from the calculation of diluted net ~~loss~~(loss) income per share for the three and nine months ended ~~November 30, 2016. No common stock equivalent shares were considered antidilutive~~May 31, 2020, respectively, compared to 388,766 and 283,483, respectively, for the ~~three months ended November 30, 2017.~~

comparable prior year periods.

Note 12 - Related Party Transactions

The Company purchases recycled metal from its joint venture operations at prices that approximate fair market value. These purchases totaled $3$3 million and $4 million for the three months ended ~~November 30, 2017~~May 31, 2020 and ~~2016,~~2019, respectively, and $8 million and $11 million for the nine months ended May 31, 2020 and 2019, respectively.

Note 13 - 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~~

The Company’s internal organizational and reporting structure ~~supported two~~includes 2 operating and reportable segments: the Auto and Metals Recycling ~~("AMR"~~(“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"~~(“CSS”)~~. This resulted in a realignment of how the Chief Executive Officer, who is considered the Company's chief operating decision maker, reviews performance~~ business.

AMR acquires and makes decisions on resource allocation. The Company began reporting under this new segment structure in the fourth quarter of fiscal 2017 as reflected in its Annual Report on Form 10-K for the year ended August 31, 2017. The segment data for the comparable periods presented herein 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~~recycles ferrous and nonferrous scrap metal for sale to foreign and domestic ~~steel~~metal producers, ~~or their representatives~~processors and brokers, 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~~Company’s shredding facilities with ~~autobodies~~auto bodies that are processed into saleable recycled scrap metal.

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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~~CSS’s steel mill obtains substantially all of its recycled scrap metal raw material requirements from its integrated metals recycling and joint venture operations. ~~CSS's~~CSS’s metals recycling operations also sell recycled metal to external customers primarily in export markets.



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~~NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~

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~~Company’s allocable portion of the results of these joint ventures is reported within the segment results. ~~Three~~As of May 31, 2020 and August 31, 2019, the Company had 2 50%-owned joint venture interests, ~~are~~1 presented as part of AMR operations, and ~~one interest is~~1 presented as part of CSS operations. The joint ~~ventures sell~~venture within CSS sells recycled scrap metal to ~~AMR and to~~other operations within CSS at prices that approximate local market rates, which produces intercompany profit. This intercompany profit is eliminated while the products remain in ~~inventory~~inventories 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~~profit which ~~are~~is not recognized until the finished products are ultimately sold to third parties.

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 and expense 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. In addition, the Company does not allocate certain items to segment operating income because management does not include the information in its measurement of the performance of the operating segments. Such unallocated items include restructuring charges and other exit-related activities, charges (net of recoveries) related to legacy environmental matters, and provisions for certain legal matters. 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 and charges related to certain legacy environmental liabilities 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 table below illustrates~~

See Note 7 - Revenue in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report for presentation of the Company’s revenues ~~from continuing operations~~ by reportable ~~segment (in thousands):~~

Three Months Ended November 30,
2017 2016
Revenues:
Auto and Metals Recycling:
Revenues $ 398,054
$ 271,773
Less: Intersegment revenues (4,759 ) (3,635 )
AMR external customer revenues 393,295
268,138
Cascade Steel and Scrap
Revenues 89,984
66,023
Total revenues $ 483,279
$ 334,161

segment.

The table below illustrates the reconciliation of the Company’s segment operating income to (loss) income ~~(loss)~~ from continuing operations before income taxes (in thousands):

	Three Months Ended May 31,						Nine Months Ended May 31,
	2020			2019			2020			2019
AMR	$	2,503		$	29,189		$	19,375		$	73,947
CSS		6,931			8,116			14,692			25,802
Segment operating income		9,434			37,305			34,067			99,749
Restructuring charges and other exit-related activities		(2,710	)		(75	)		(7,810	)		(813	)
Corporate and eliminations		(10,430	)		(12,771	)		(30,182	)		(32,752	)
Operating (loss) income		(3,706	)		24,459			(3,925	)		66,184
Interest expense		(2,656	)		(2,294	)		(5,399	)		(6,267	)
Other (expense) income, net		(90	)		29			18			373
(Loss) income from continuing operations before income taxes	$	(6,452	)	$	22,194		$	(9,306	)	$	60,290

Three Months Ended November 30,
2017 2016
Auto and Metals Recycling $ 35,172
$ 12,606
Cascade Steel and Scrap 8,476
(2,628 )
Segment operating income 43,648
9,978
Restructuring charges and other exit-related activities (100 ) (201 )
Corporate and eliminations (17,125 ) (9,190 )
Operating income 26,423
587
Interest expense (2,059 ) (1,741 )
Other income, net 849
437
Income (loss) from continuing operations before income taxes $ 25,213
$ (717 )



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

The following is a summary of the Company’s total assets by reportable segment (in thousands):

	May 31, 2020			August 31, 2019
AMR⁽¹⁾	$	1,687,000		$	1,561,267
CSS⁽¹⁾		783,052			769,930
Total segment assets		2,470,052			2,331,197
Corporate and eliminations⁽²⁾		(995,956	)		(1,170,451	)
Total assets	$	1,474,096		$	1,160,746

November 30, 2017 August 31, 2017
Auto and Metals Recycling⁽¹⁾
$ 1,331,468
$ 1,298,757
Cascade Steel and Scrap⁽¹⁾
703,262
696,269
Total segment assets 2,034,730
1,995,026
Corporate and eliminations⁽²⁾
(1,048,817 ) (1,061,271 )
Total assets $ 985,913
$ 933,755

~~_____________________________~~

(1)

~~(1)~~

AMR total assets ~~included $5~~include $2 million and $3 million for ~~investments~~an investment in a joint ~~ventures~~venture as of ~~November 30, 2017~~May 31, 2020 and August 31, ~~2017.~~2019, respectively. CSS total assets ~~included~~include $7 million for ~~investments~~an investment in a joint ~~ventures~~venture as of ~~November 30, 2017~~each of May 31, 2020 and August 31, ~~2017.~~2019.

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(2)
~~(2)~~	The substantial majority of Corporate and eliminations total assets ~~is comprised~~consist of Corporate intercompany payables to the ~~Company's~~Company’s operating segments and intercompany eliminations.



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SCHNITZER STEEL INDUSTRIES, INC.


~~ITEM 2.~~	~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section includes a discussion of our operations for the three and nine months ended ~~November 30, 2017~~May 31, 2020 and ~~2016.~~2019. The following discussion and analysis provides 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 our Annual Report on Form 10-K for the year ended August 31, ~~2017~~2019, and the Unaudited Condensed Consolidated Financial Statements and the related Notes thereto included in Part I, Item 1 of this report.

General

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

Our internal organizational and reporting structure ~~supports~~includes two operating and reportable segments: the Auto and Metals Recycling ~~("AMR"~~(“AMR”) business and the Cascade Steel and Scrap ~~business ("CSS").~~

~~Prior to the fourth quarter of fiscal 2017, our internal organizational and reporting structure supported two operating and reportable segments: the Auto and Metals Recycling ("AMR"~~(“CSS”) business and the Steel Manufacturing Business ("SMB"). In the fourth quarter of fiscal 2017, in accordance 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 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 under this new segment structure in the fourth quarter of fiscal 2017 as reflected in our Annual Report on Form 10-K for the year ended August 31, 2017. The segment data for the comparable period presented herein 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.

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~~in both foreign and domestic markets. AMR ~~procures scrap supply from salvaged vehicles,~~acquires, processes and recycles auto bodies, rail cars, home appliances, industrial machinery, manufacturing scrap and construction and demolition scrap through its 9289 auto and metals recycling facilities. Our largest source of ~~autobodies~~auto bodies 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 53its 50 self-service auto parts stores located across the United States and Western Canada. ~~The~~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 ~~portions of the vehicles, primarily autobodies and~~ major component parts containing ferrous and nonferrous ~~materials,~~metals, which are primarily sold to wholesalers. The remaining auto bodies are crushed and shipped to our ~~metal~~metals recycling facilities to be shredded or sold to ~~wholesalers when economically advantageous.~~third parties where geographically more economical. AMR then processes mixed and large pieces of scrap metal into smaller pieces by crushing, torching, shearing, shredding and sorting, resulting in scrap metal pieces of a size, density and metal content required by customers to meet their production needs.

The manufacturing process includes physical separation of ferrous and nonferrous materials through automated and manual processes into various sub-classifications, each of which has a value and metal content used by our customers for their end products. AMR uses a variety of shredding and separation systems to efficiently process and sort recycled scrap metal.

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 and sells to industrial customers primarily in North America.~~rod. The primary feedstock for the manufacture of its products is ferrous recycled scrap metal. ~~CSS's~~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~~CSS’s metals recycling operations ~~are comprised of~~comprise 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 primarily into the export market.

We use segment operating income to measure our segment performance. ~~Restructuring charges~~We do not allocate corporate interest income and expense, income taxes and other ~~exit-related activities are not allocated~~income and expense to ~~segment operating income because we do not include this information in~~ our ~~measurement of the segments’ performance.~~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. In addition, we do not allocate certain items to segment operating income because management does not include the information in its measurement of the performance of the operating segments. Such unallocated items include restructuring charges and other exit-related activities, charges (net of recoveries) related to legacy environmental matters, and provisions for certain legal matters. 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. The results of discontinued operations are excluded from segment operating ~~results~~income and are presented separately, net of tax, from the results of ongoing operations for all periods presented.

In April 2020, we announced our intention to modify our internal organizational and reporting structure to a functionally based, integrated model. We will consolidate our operations, sales, services and other functional capabilities at an enterprise level. This change in structure is intended to result in a more agile organization and solidify recent productivity improvement and cost reduction initiatives. We expect to complete this transition in the first quarter of fiscal 2021 resulting in a single operating and reportable segment.

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For further information regarding our current reportable segments, see Note 13 - Segment Information in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.



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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. 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. 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 income 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~~U.S. (in Everett, Massachusetts; Providence, Rhode Island; Oakland, California; Tacoma, Washington; and Portland, Oregon) and access to public deep water port facilities (in Kapolei, ~~Hawaii;~~Hawaii and Salinas, Puerto Rico) allow us to efficiently meet the global demand for recycled ferrous metal by ~~shipping~~enabling us to ship bulk cargoes to steel manufacturers located in Europe, Africa, the Middle East, Asia, ~~and~~ North America, Central America 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, wholesalers, and other recycled metal processors 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 shipments at our export facilities, and to meet regional domestic demand.

Our results of operations also depend on the demand and prices for our finished steel products, the manufacture of which uses internally sourced ferrous recycled scrap metal as the primary feedstock, as well as other raw materials. Our steel mill in Oregon sells to industrial customers primarily in North America.

Our quarterly operating results fluctuate based on a variety of factors including, but not limited to, changes in market conditions for 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. ~~These~~Certain 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 at our facilities and production levels in our yards, and retail admissions and parts sales at our auto parts stores.

Further, trade actions, including tariffs and any retaliation by affected countries, 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.

Coronavirus Disease 2019 (COVID-19)

In March 2020, the World Health Organization characterized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The outbreak has resulted in governments around the world implementing stringent measures to help control the spread of the virus and, more recently, phased regulations and guidelines for reopening communities and economies. In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19. For example, on March 27, 2020, the President of the United States signed and enacted into law the Coronavirus Aid, Relief and Economic Security (CARES) Act, a $2 trillion economic relief bill aimed at supporting individuals and businesses affected by the pandemic and economic downturn. See “Income Taxes” within Results of Operations below in this Item 2 for discussion of the impact of the CARES Act on our accounting for income taxes.

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~~Table of Contents~~	~~SCHNITZER STEEL INDUSTRIES, INC.~~

SCHNITZER STEEL INDUSTRIES, INC.

We are a company operating in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security. Consistent with federal guidelines and with state and local orders to date, we have continued to operate across our footprint throughout the COVID-19 pandemic. Ensuring the health and welfare of our employees, and all who visit our sites, is our top priority and we are following all U.S. Centers for Disease Control and Prevention and state and local health department guidelines. Further, we implemented infection control measures at all our sites and put in place travel and in-person meeting restrictions and other physical distancing measures. Notwithstanding our continued operations, COVID-19 has negatively impacted and may have further negative impacts on our financial performance, operations, supply chain and flows of raw materials, transportation and logistics networks and customers. Due in large part to the impacts of and response to the spread of COVID-19, global economic conditions have declined sharply in recent months, resulting in historic unemployment levels, rapid changes in supply and demand in certain industry sectors, businesses switching to remote work or ceasing operations, and consumers eliminating, restricting or redirecting spending. The economic downturn adversely affected demand for our products and contributed to weaker supply and demand conditions affecting prices and volumes in the markets for our products, services and raw materials. During the third quarter of fiscal 2020, our operations, margins and results were adversely impacted by lower sales volumes of recycled metals driven by severely constrained supplies of scrap metal including end-of-life vehicles, leading to abnormally low processed volumes at our recycling facilities. We also experienced significant decreases in selling prices for our recycled metal products, softer demand, supply chain disruptions, reduced availability of shipping containers, and other logistics constraints.

Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, continually changing and difficult to predict, the pandemic’s impact on our operations and financial performance, as well as its impact on our ability to successfully execute our business strategies and initiatives, remains uncertain and difficult to predict. Further, the ultimate impact of the COVID-19 pandemic on our operations and financial performance depends on many factors that are not within our control, including, but not limited to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including restrictions on travel and transport and workforce pressures); the impact of the pandemic and actions taken in response on global and regional economies, travel, and economic activity; the availability of federal, state or local funding programs; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides. While we expect the COVID-19 pandemic to continue to negatively impact our results of operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 means the related financial impact cannot be reasonably estimated at this time. For further discussion of this matter, refer “Item 1A. Risk Factors” in Part II of this report.

Executive Overview of Financial Results for the ~~First~~Third Quarter of Fiscal ~~2018~~

2020

We generated consolidated revenues of ~~$483~~$403 million in the ~~first~~third quarter of fiscal ~~2018, an increase~~2020, a decrease of ~~45%~~26% from ~~the $334~~$547 million of consolidated revenues in the ~~first~~third quarter of fiscal ~~2017, reflecting~~2019, primarily due to significantly ~~improved~~lower average net selling prices for our ferrous, nonferrous and finished steel products, and reduced sales volumes compared to the prior year quarter. These decreases were driven by weaker market conditions for recycled metals ~~in the domestic~~ and ~~export markets, and for our finished~~ steel products compared to the prior year period resulting primarily from the sharp decline in global economic conditions during the third quarter of fiscal 2020, in large part due to the impacts of the COVID-19 pandemic. Market selling prices for ferrous recycled metal declined sharply by approximately $70 per ton, or approximately 25%, in March 2020, before partially recovering in the latter part of the quarter. Compared to the prior year quarter, ferrous and nonferrous sales volumes at AMR decreased by 17% and 28%, respectively.

Consolidated operating loss was $(4) million in the third quarter of fiscal 2020, compared to operating income of $24 million in the third quarter of fiscal 2019. Adjusted consolidated operating income was $4 million in the third quarter of fiscal 2020, compared to $27 million in the third quarter of fiscal 2019. Adjusted consolidated operating (loss) income for each period excludes the impact of restructuring charges and other exit-related activities, asset impairment charges, charges for legacy environmental matters (net of recoveries), business development costs, and charges related to the settlement of a wage and hour class action lawsuit. See the reconciliation of adjusted consolidated operating income in Non-GAAP Financial Measures at the end of this Item 2.

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AMR reported operating income in the third quarter of fiscal 2020 of $3 million, compared to $29 million in the prior year period.The ~~improved conditions resulted in higher~~sharply declining price environment during the first half of the third quarter of fiscal 2020 and the constrained supply of scrap metal had a significant adverse impact on operating margins and overall operating results at AMR for the period. In the third quarter of fiscal 2020, ferrous metal spreads at AMR and average net selling prices ~~and increased sales volumes~~ for ~~AMR’s ferrous and~~its nonferrous ~~recycled metal~~joint products ~~and for CSS’s finished steel products.~~

~~Consolidated operating income was $26 million in~~that are recovered from the ~~first quarter of fiscal 2018,~~shredding process, comprising primarily zorba, each declined by approximately 10%, compared to ~~$1 million in the first quarter of fiscal 2017. AMR reported operating income in the first quarter of fiscal 2018 of $35 million, compared to $13 million in~~ the prior year ~~period. Operating~~quarter.In the periods of sharply declining commodity prices, average inventory costs did not decrease as quickly as purchase costs for scrap metal, resulting in an adverse effect on cost of goods sold and overall operating results at ~~AMR~~AMR. In addition, the lower price environment in ~~the first quarter of fiscal 2018 benefited from stronger market conditions for recycled metals~~combination with economic and ~~an improving trend in U.S. economic conditions which led~~other restrictions on suppliers relating to ~~higher average net selling prices and sales volumes, and increased~~COVID-19 severely constricted the supply of scrap metal including end-of-life vehicles, which resulted in significantly lower processed volumes compared to the prior year quarter. The ~~higher price environment positively impacted~~adverse effects of the ~~spread between direct purchase costs and selling prices of ferrous recycled metal at AMR, with~~market conditions on AMR’s operating results in the ~~metal spread for the first~~third quarter of fiscal ~~2018 expanding~~2020 were partially offset by ~~approximately 50%~~benefits from productivity and restructuring initiatives implemented subsequent to the prior year quarter.

CSS reported operating income of $7 million in the third quarter of fiscal 2020, compared to $8 million in the prior year quarter, with the decrease primarily reflecting the impact of the lower price environment compared to the prior year quarter. AMR's operating results also benefited from cost efficiencies resulting from higher processed volumes and improved yields of nonferrous material from the shredding process. CSS reported operating income of $8 millionFinished steel average net selling prices in the first quarter of 2018, compared to an operating loss of $3 million in the prior year period, reflecting steady demand for finished steel products in the West Coast markets, improved metal margins, a reduced impact from lower-priced rebar imports, and operational synergies gained through the integration of our steel manufacturing and Oregon metals recycling operations in the fourththird quarter of fiscal 2017, forming the new CSS division. CSS's operating results in the first quarter of 2017 were adversely impacted by pressure from lower-priced rebar imports and the adverse impact of the production downtime and other costs associated with major equipment upgrades at our steel mill. Consolidated selling, general and administrative ("SG&A") expense in the first quarter of fiscal 2018 increased by $14 million,2020 declined $70 per ton, or ~~36%~~10%, compared to the prior year period, the adverse effects of which were partially offset by benefits from productivity initiatives compared to the prior year period.

Consolidated selling, general and administrative (“SG&A”) expense in the third quarter of fiscal 2020 decreased by $3 million, or 6%, compared to the prior year quarter primarily due to ~~an increase in environmental liabilities, higher~~decreased legal and professional services costs and lower employee-related expenses, including from lower incentive compensation accruals, ~~as a result of improved operating performance, and other expenses related to higher volumes. This increase was~~ partially offset by ~~incremental benefits~~increased environmental expenses relating primarily to legacy environmental matters. SG&A expense in the prior year quarter included a $2 million charge related to the settlement of a wage and hour class action lawsuit.

Net loss from ~~cost savings and productivity improvement measures.~~

~~Net~~continuing operations attributable to SSI shareholders in the third quarter of fiscal 2020 was $(5) million, or $(0.18) per diluted share, compared to income of $16 million, or $0.56 per diluted share, in the prior year quarter. Adjusted net income from continuing operations attributable to SSI shareholders in the ~~first~~third quarter of fiscal ~~2018~~2020 was ~~$18~~$1 million, or ~~$0.64~~$0.05 per diluted share, compared to ~~net loss from continuing operations attributable to SSI of $1~~$18 million, or ~~$(0.05)~~$0.65 per diluted share, in the prior year ~~period.~~

quarter. See the reconciliation of adjusted net (loss) income from continuing operations attributable to SSI shareholders and adjusted diluted (loss) earnings per share from continuing operations attributable to SSI shareholders in Non-GAAP Financial Measures at the end of this Item 2.

The following items further highlight selected liquidity and capital structure ~~metrics for the first quarter of fiscal 2018:~~

metrics:

~~Net cash used in operating activities of $16 million, compared to net cash provided by operating activities of $6 million in the prior year period;~~

~~Debt of $185 million as of November 30, 2017, compared to $145 million as of August 31, 2017; and~~

Debt, net of cash, of $176 million as of November 30, 2017, compared to $138 million as of August 31, 2017 (see the reconciliation of debt, net of cash, in Non-GAAP Financial Measures at the end of this Item 2).

•

For the first nine months of fiscal 2020, net cash provided by operating activities of $56 million, compared to $63 million in the prior year comparable period;


	•
~~Table~~ Cash of ~~Contents~~	~~SCHNITZER STEEL INDUSTRIES, INC.~~	$308 million as of May 31, 2020, compared to $12 millionas of August 31, 2019; on April 1, 2020, we borrowed an incremental $250 million under our credit facilities in order to increase our cash position and preserve financial flexibility in light of uncertainties resulting from the COVID-19 outbreak;

•

Debt of $428 million as of May 31, 2020, compared to $105 million as of August 31, 2019; and

•

Debt, net of cash, of $121 million as of May 31, 2020, compared to $93 million as of August 31, 2019 (see the reconciliation of debt, net of cash, in Non-GAAP Financial Measures at the end of this Item 2).

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Results of Operations


	Three Months Ended November 30,								Three Months Ended May 31,									Nine Months Ended May 31,
($ in thousands)	2017			2016			% Change		2020			2019			%			2020			2019			%
Revenues:
Auto and Metals Recycling	$	398,054		$	271,773		46	%	$	300,377		$	429,023			(30	)%	$	950,803		$	1,251,500			(24	)%
Cascade Steel and Scrap	89,984			66,023			36	%		104,550			121,431			(14	)%		302,975			342,215			(11	)%
Intercompany revenue eliminations⁽¹⁾	(4,759		)	(3,635		)	31	%		(2,244	)		(3,058	)		(27	)%		(6,029	)		(8,734	)		(31	)%
Total revenues	483,279			334,161			45	%		402,683			547,396			(26	)%		1,247,749			1,584,981			(21	)%
Cost of goods sold:
Auto and Metals Recycling	331,949			233,855			42	%		264,573			367,765			(28	)%		830,728			1,082,782			(23	)%
Cascade Steel and Scrap	78,580			65,464			20	%		93,942			109,622			(14	)%		276,990			305,420			(9	)%
Intercompany cost of goods sold eliminations⁽¹⁾	(4,278		)	(3,427		)	25	%		(2,298	)		(2,789	)		(18	)%		(6,221	)		(8,784	)		(29	)%
Total cost of goods sold	406,251			295,892			37	%		356,217			474,598			(25	)%		1,101,497			1,379,418			(20	)%
Selling, general and administrative expense:
Auto and Metals Recycling	30,933			25,547			21	%		31,180			32,075			(3	)%		96,779			94,849			2	%
Cascade Steel and Scrap	3,466			2,963			17	%		3,880			3,998			(3	)%		11,721			11,832			(1	)%
Corporate⁽²⁾	16,644			8,982			85	%		10,484			12,502			(16	)%		30,244			32,802			(8	)%
Total selling, general and administrative expense	51,043			37,492			36	%		45,544			48,575			(6	)%		138,744			139,483			(1	)%
(Income) from joint ventures:
Income from joint ventures:
Auto and Metals Recycling	—			(235		)	(100	)%		(106	)		(6	)	NM				(270	)		(141	)		91	%
Cascade Steel and Scrap	(450		)	(177		)	154	%		(203	)		(305	)		(33	)%		(428	)		(839	)		(49	)%
Total (income) from joint ventures	(450		)	(412		)	9	%
Other asset impairment charges (recoveries), net:
Cascade Steel and Scrap	(88		)	401			NM
Total other asset impairment charges (recoveries), net	(88		)	401			NM
Operating income (loss):
Total income from joint ventures										(309	)		(311	)		(1	)%		(698	)		(980	)		(29	)%
Asset impairment charges:
Auto and Metals Recycling										2,227			—		NM				4,191			63		NM
Corporate										—			—		NM				130			—		NM
Total asset impairment charges										2,227			—		NM				4,321			63		NM
Operating income:
Auto and Metals Recycling	35,172			12,606			179	%		2,503			29,189			(91	)%		19,375			73,947			(74	)%
Cascade Steel and Scrap	8,476			(2,628		)	NM			6,931			8,116			(15	)%		14,692			25,802			(43	)%
Segment operating income	43,648			9,978			337	%		9,434			37,305			(75	)%		34,067			99,749			(66	)%
Restructuring charges and other exit-related activities⁽³⁾	(100		)	(201		)	(50	)%		(2,710	)		(75	)	NM				(7,810	)		(813	)	NM
Corporate expense⁽²⁾	(16,644		)	(8,982		)	85	%		(10,484	)		(12,502	)		(16	)%		(30,374	)		(32,802	)		(7	)%
Change in intercompany profit elimination⁽⁴⁾	(481		)	(208		)	131	%		54			(269	)	NM				192			50		NM
Total operating income	$	26,423		$	587		4,401	%
Total operating (loss) income									$	(3,706	)	$	24,459		NM			$	(3,925	)	$	66,184		NM

~~_____________________________~~

NM = Not Meaningful

(1)
~~(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)
~~(2)~~	Corporate expense consists primarily of unallocated expenses for management and certain administrative services that benefit both reportable segments.

(3)
~~(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 primarily of asset impairments and accelerated depreciation, net of gains on exit-related disposals, related to site closures.

(4)
~~(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.~~inventories.

We operate our business across two reportable segments: AMR and CSS. Additional financial information relating to these reportable segments is contained in Note 13 - Segment Information in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.



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SCHNITZER STEEL INDUSTRIES, INC.

Auto and Metals Recycling (AMR)


	Three Months Ended November 30,						Three Months Ended May 31,							Nine Months Ended May 31,
($ in thousands, except for prices)	2017		2016		% Change		2020		2019		%			2020		2019		%
Ferrous revenues	$	254,983	$	157,178	62	%	$	189,783	$	280,362		(32	)%	$	604,720	$	836,662		(28	)%
Nonferrous revenues	110,343		84,386		31	%		78,858		112,785		(30	)%		256,571		316,450		(19	)%
Retail and other revenues	32,728		30,209		8	%		31,736		35,876		(12	)%		89,512		98,388		(9	)%
Total segment revenues	398,054		271,773		46	%		300,377		429,023		(30	)%		950,803		1,251,500		(24	)%
Segment operating income	$	35,172	$	12,606	179	%	$	2,503	$	29,189		(91	)%	$	19,375	$	73,947		(74	)%
Average ferrous recycled metal sales prices ($/LT):⁽¹⁾
Average ferrous recycled metal sales prices ($/LT)⁽¹⁾:
Domestic	$	259	$	169	53	%	$	221	$	268		(18	)%	$	221	$	282		(22	)%
Foreign	$	306	$	203	51	%	$	236	$	303		(22	)%	$	241	$	302		(20	)%
Average	$	292	$	194	51	%	$	232	$	293		(21	)%	$	236	$	295		(20	)%
Ferrous sales volume (LT, in thousands):
Domestic	238		197		21	%		213		311		(32	)%		734		994		(26	)%
Foreign	559		520		8	%		566		627		(10	)%		1,725		1,721		(—	)%
Total ferrous sales volume (LT, in thousands)	797		717		11	%
Average nonferrous sales price ($/pound)⁽¹⁾⁽²⁾	$	0.73	$	0.58	26	%
Nonferrous sales volumes (pounds, in thousands)⁽³⁾	129,137		125,817		3	%
Cars purchased (in thousands)⁽³⁾	108		94		15	%
Number of auto parts stores at period end	53		52		2	%
Outbound freight in cost of goods sold	25,745		21,529		20	%
Total ferrous sales volume (LT, in thousands)⁽²⁾								779		938		(17	)%		2,459		2,715		(9	)%
Average nonferrous sales price ($/pound)⁽¹⁾⁽³⁾							$	0.54	$	0.62		(13	)%	$	0.54	$	0.60		(10	)%
Nonferrous sales volume (pounds, in thousands)⁽³⁾								111,028		153,936		(28	)%		355,294		448,112		(21	)%
Cars purchased (in thousands)⁽⁴⁾								74		102		(27	)%		242		285		(15	)%
Number of auto parts stores at period end⁽⁵⁾								49		51		(4	)%		49		51		(4	)%

~~_____________________________~~

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

(1)
~~(1)~~	Price information is shown after netting the cost of freight incurred to deliver the product to the customer.

(2)	May not foot due to rounding.

~~(2)~~

(3)

Average sales price and volume information excludes platinum group metals ~~("PGMs"~~(“PGMs”) in catalytic converters.

(4)
~~(3)~~	Cars purchased by auto parts stores only.

(5)	50 auto parts stores as of July 1, 2020.

AMR Segment Revenues

Revenues in the third quarter and first nine months of fiscal 2020 decreased by 30% and 24%, respectively, compared to the same periods in the prior year primarily due tosignificantly lower average net selling prices for our ferrous and nonferrous products, and reduced sales volumes compared to the prior year periods. These decreases were driven by weaker market conditions for recycled metals compared to the prior year periods, including as a result of the sharp decline in global economic conditions during the third quarter of fiscal ~~2018~~2020 in large part due to the impacts of the COVID-19 pandemic. The lower nonferrous revenues compared to the prior year periods also reflect structural changes to the market for certain recycled nonferrous products resulting primarily from Chinese import restrictions and tariffs. Market selling prices for ferrous recycled metal declined sharply by approximately $70 per ton, or approximately 25%, in March 2020, before partially recovering in the latter part of the quarter.

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AMR Segment Operating Income

Operating income in the third quarter and first nine months of fiscal 2020 was $3 million and $19 million, respectively, compared to $29 million and $74 million in the prior year comparable periods. The periods of sharply declining commodity prices and constrained supply of scrap metal, especially during the third quarter of fiscal 2020 due in large part to the effects of COVID-19, had a significant adverse impact on operating margins and overall operating results at AMR for the fiscal 2020 periods. Ferrous metal spreads at AMR in the third quarter and first nine months of fiscal 2020 declined by approximately 10% and 13%, respectively, and average net selling prices for its nonferrous joint products that are recovered from the shredding process, comprising primarily zorba, decreased by 11% and 13%, respectively, compared to the same periods in the prior year. In the periods of sharply declining commodity prices, average inventory costs did not decrease as quickly as purchase costs for scrap metal, resulting in an adverse effect on cost of goods sold and overall operating results at AMR. In addition, the lower price environment in combination with economic and other restrictions on suppliers relating to COVID-19 in the third quarter constricted the supply of scrap metal including end-of-life vehicles, which resulted in lower processed volumes compared to the prior year periods. The adverse effects of the market conditions on AMR’s operating results in the first nine months of fiscal 2020 were partially offset by positive contributions from increased sales revenues from higher-priced PGM products compared to the prior year period and benefits from productivity and restructuring initiatives implemented subsequent to the prior year period. Operating results at AMR in the third quarter and the first nine months of fiscal 2019 included $4 million and $19 million, respectively, in positive contributions from a limited-duration contract, which was substantially complete at the end of fiscal 2019, and which had provided a high margin source of supply.AMR selling, general and administrative (“SG&A”) expense in the third quarter of fiscal 2020 decreased by ~~46%~~3% compared to the prior year period primarily due to ~~stronger market conditions for recycled metals in the domestic~~decreased employee-related expenses, including from lower incentive compensation accruals, and ~~export markets resulting in higher average net selling prices and increased sales~~variable expenses related to lower volumes compared to the prior year period. Average net selling prices for shipments of ferrous scrap metal in the first quarter of fiscal 2018 increased by 51% compared to the prior year period. Ferrous sales volumes in the first quarter of fiscal 2018 increased by 11% compared to the prior year period. Additionally, nonferrous average net selling prices and sales volumes in the first quarter of fiscal 2018 were higher by 26% and 3%, respectively, compared to the prior year period.

. AMR ~~Segment Operating Income~~

Operating income in the first quarter of fiscal 2018 was $35 million, compared to $13 million in the first quarter of fiscal 2017. Operating results at AMR in the first quarter of fiscal 2018 benefited from stronger market conditions for recycled metals and an improving trend in U.S. economic conditions which led to higher average net selling prices and sales volumes, and increased supply of scrap metal, including end-of-life vehicles, compared to the prior year quarter. The higher price environment positively impacted the spread between direct purchase costs and selling prices of ferrous recycled metal at AMR, with the metal spread for the first quarter of fiscal 2018 expanding by approximately 50% compared to the prior year quarter. AMR's operating results also benefited from cost efficiencies resulting from higher processed volumes and improved yields of nonferrous material from the shredding process. AMR selling, general and administrative ("SG~~&A")~~&A expense in the first ~~quarter~~nine months of fiscal ~~2018~~2020 increased by ~~$5 million, or 21%,~~2% compared to the prior year period primarily due to ~~higher employee-related expenses and other~~increased expenses related to ~~higher volumes.~~



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legal and insurance matters.

Cascade Steel and Scrap (CSS)


	Three Months Ended November 30,								Three Months Ended May 31,									Nine Months Ended May 31,
($ in thousands, except for price)	2017			2016			% Change		2020			2019			%			2020			2019			%
Steel revenues⁽¹⁾	$	80,446		$	52,596		53	%	$	83,414		$	96,626			(14	)%	$	246,278		$	271,988			(9	)%
Recycling revenues⁽²⁾	$	9,538		$	13,427		(29	)%		21,136			24,805			(15	)%		56,697			70,227			(19	)%
Total segment revenues	$	89,984		$	66,023		36	%		104,550			121,431			(14	)%		302,975			342,215			(11	)%
Segment operating income (loss)	$	8,476		$	(2,628	)	NM
Segment operating income									$	6,931		$	8,116			(15	)%	$	14,692		$	25,802			(43	)%
Finished steel average sales price ($/ST)⁽³⁾	$	599		$	492		22	%	$	633		$	703			(10	)%	$	634		$	728			(13	)%
Finished steel products sold (ST, in thousands)	127			101			26	%
Finished steel sales volume (ST, in thousands)										124			130			(4	)%		366			343			7	%
Rolling mill utilization⁽⁴⁾	95		%	65		%	46	%		91	%		98	%		(7	)%		83	%		87	%		(5	)%

~~___________________________~~

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

~~NM = Not Meaningful~~

(1)
~~(1)~~	Steel revenues include primarily sales of finished steel products, semi-finished goods (billets) and steel manufacturing scrap.

(2)
~~(2)~~	Recycling revenues include primarily sales of ferrous and nonferrous recycled scrap metal to export markets.

(3)
~~(3)~~	Price information is shown after netting the cost of freight incurred to deliver the product to the customer.

(4)
~~(4)~~	Rolling mill utilization is based on effective annual production capacity under current conditions of 580 thousand tons of finished steel products.

CSS Segment Revenues

Revenues in the third quarter and first ~~quarter~~nine months of fiscal ~~2018 increased~~2020 decreased by ~~$24 million, or 36%~~14% and 11%, respectively, compared to the same periods in the prior year ~~period~~ primarily ~~due to higher~~reflecting lower average net selling prices for our finished steel products ~~reflecting the impact~~and decreased sales of ~~higher steel-making raw material costs,~~ferrous recycled scrap metal. Overall, selling prices and ~~higher~~ sales volumes for our finished steel products in the third quarter of fiscal 2020 were not significantly impacted by the effects of COVID-19 primarily due to steady demand in West Coast construction markets offsetting market challenges faced by other domestic finished steel consumers. The higher average net selling prices for our finished steel products in the prior year periods reflected the impacts of reduced pressure from steel imports and higher steel-making raw material costs at the time. In the first nine months of fiscal 2019, primarily during the second quarter, CSS’s finished steel sales volumes were adversely impacted by the impact of construction delays in the West Coast markets due to unusually severe winter weather in California and ~~a reduced~~the Pacific Northwest at the time.

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SCHNITZER STEEL INDUSTRIES, INC.

CSS Segment Operating Income

Operating income in the third quarter and first nine months of fiscal 2020 was $7 million and $15 million, respectively, compared to $8 million and $26 million, respectively, in the prior year periods, with the decreases primarily reflecting the impact ~~from rebar imports~~of the lower and, at times, declining price environment for finished steel during the first nine months of fiscal 2020. Finished steel average net selling prices in the third quarter and first nine months of fiscal 2020 declined 10% and 13%, respectively, compared to the prior year ~~quarter. Revenues~~periods, the adverse effects of which were partially offset by reduced raw material purchase prices and other input costs and the benefits from productivity initiatives compared to the prior year periods.

Corporate Expense

Corporate SG&A expense for the third quarter of fiscal 2020 decreased by $2 million, or 16%, compared to the prior year quarter primarily due to lower legal and professional services costs and employee-related expenses, including from lower incentive compensation accruals, partially offset by increased environmental-related expenses. Corporate SG&A expense for the first nine months of fiscal 2020 decreased by $3 million, or 8%, primarily due to the reduced expense attributable to share-based awards, partially offset by increased environmental-related expenses. The first nine months of fiscal 2019 also included a $2 million charge related to the settlement of a wage and hour class action lawsuit.

Productivity Initiatives and Restructuring Charges

In order to mitigate the weaker price environment in the ferrous and nonferrous markets, in fiscal 2019 we implemented productivity initiatives aimed at delivering $35 million in annual benefits primarily through a combination of production cost efficiencies and reductions in SG&A expense. Of the total, approximately 75% of the targeted benefits are in AMR with the remainder split between CSS and Corporate. For fiscal 2019, we achieved approximately $30 million in benefits as a result of these initiatives, with the full amount expected to be achieved in fiscal 2020. Our fiscal 2020 performance to date reflects achievement of the full quarterly run rate of these initiatives. In addition, in fiscal 2020 we also initiated and have substantially implemented productivity initiatives aimed at further reducing our annual operating expenses at Corporate, AMR and CSS, mainly through reductions in non-trade procurement spend, including outside and professional services, lower employee-related expenses and other non-headcount measures. We are targeting $15 million in realized benefits in fiscal 2020 from these additional initiatives, and we achieved approximately $6 million and $12 million of benefits in the third quarter and first nine months of fiscal 2020, respectively.

Additionally, in April 2020, we announced our intention to modify our internal organizational and reporting structure to a functionally based, integrated model. We expect to complete this transition in the first quarter of fiscal ~~2017 were adversely impacted~~2021.

We expect to incur aggregate estimated restructuring charges and other exit-related costs of approximately $9 million in connection with these initiatives. We expect the substantial majority of the restructuring charges to be recognized by ~~lower selling prices for finished steel products~~the end of fiscal 2020 and ~~reduced sales volumes reflecting competition from lower-priced rebar imports and customer de-stocking.~~

~~CSS Segment Operating Income (Loss)~~

~~Operating income in~~to require us to make cash payments. During the first ~~quarter~~nine months of fiscal 2018 was $8 million, compared to operating loss of $3 million in the prior year period, reflecting steady demand for finished steel products in the West Coast markets, a reduced impact from lower-priced rebar imports, and operational synergies gained through the integration of our steel manufacturing and Oregon metals recycling operations in the fourth quarter of fiscal 2017, forming the new CSS division. Operating margins at CSS in the first quarter of fiscal 2018 were also positively impacted by selling prices for finished steel products rising faster than cost of goods sold.

~~CSS's operating results in the first quarter of 2017 were adversely impacted by pressure from lower-priced rebar imports and~~2020, we incurred severance costs of $2 million, exit-related costs associated with a ~~major equipment upgrade at our steel mill during that quarter. Additionally, in the first quarter~~lease contract termination of ~~fiscal 2017, we recognized accelerated depreciation of less than~~ $1 million, ~~due~~and professional services costs related to ~~shortening the useful lives~~these initiatives of ~~decommissioned machinery and equipment assets, which is reported within other asset impairment charges (recoveries), net in the Unaudited Condensed Consolidated Statements of Operations.~~

~~Corporate~~

Corporate expense consists primarily of unallocated SG&A expense for management and certain administrative services that benefit both reportable segments. Corporate SG&A expense for the first quarter of fiscal 2018 was $17 million compared to $9 million for the prior year period. The higher level of expense for the first three months of fiscal 2018 was primarily due to increased environmental liabilities and higher incentive compensation accruals as a result of improved operating performance.

$5 million.

Income Tax

Our effective tax rate from continuing operations for the third quarter and first ~~quarter~~nine months of fiscal ~~2018~~ 2020 was a benefit of 28.0% and 27.6%, respectively, compared to an expense of ~~23.6%~~26.0% and 22.8%, ~~compared to a benefit of 8.6%~~respectively, for the comparable prior year ~~period.~~

~~The effective tax rate from continuing operations~~periods.

We have historically measured the provision for income taxes for interim reporting periods by applying the ~~first quarter of fiscal 2018 was lower than the federal statutory rate of 35% primarily due to the lower~~ projected annual effective tax rate ~~applied~~ to the quarterly results. ~~The lower~~Based on our projection of full-year results, as well as the projected impact of permanent tax differences and other items that are generally not proportional to full-year results, small changes in the projections would lead to significant changes in the projected annual effective tax ~~rate is~~rate. Therefore, applying our historical method would not provide a reliable estimate of the ~~result of our full valuation allowance positions partially offset by increases~~provision for income taxes for the fiscal 2020 interim reporting periods presented in ~~deferred~~this report. Accordingly, we measured the year-to-date fiscal 2020 tax ~~liabilities from indefinite-lived assets in all jurisdictions. The increase~~benefit based on year-to-date results, referred to as the discrete method, and we measured the third quarter fiscal 2020 tax benefit as the foregoing year-to-date fiscal 2020 tax benefit less the tax benefit recognized previously in the effective tax rate from continuing operations compared to the prior year period primarily reflects the projected recognition of tax expense on pre-tax book income generated after the reversal during fiscal 2018 of deferred tax assets related to net operating losses.



~~Table of Contents~~	~~SCHNITZER STEEL INDUSTRIES, INC.~~

~~The effective tax rate from continuing operations for the~~ first quarter of fiscal 2017 was lower than the federal statutory rate of 35% primarily due to the low projected annual effective tax rate applied to the quarterly results. The low projected annual effective tax rate was the result of our full valuation allowance positions partially offset by increases in deferred tax liabilities from indefinite-lived assets in all jurisdictions.

The valuation allowances on our 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. Realizationhalf 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~~fiscal year.

Table of ~~net deductible temporary differences~~Contents

SCHNITZER STEEL INDUSTRIES, INC.

Coronavirus Aid, Relief and from the utilization of net operating losses. 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 to release a portion of our valuation allowance within the next twelve months may result in a reduction to the valuation allowance, which could be material.

Economic Security Act (CARES Act)

On ~~December 22, 2017,~~March 27, 2020, the President of the United States signed and enacted into law ~~H.R. 1,~~ the ~~Tax Cuts and Jobs~~CARES Act, ~~(“TCJA”),~~ which ~~except for certain~~contains several income tax provisions, ~~is effective for tax years beginning on or after January 1, 2018. As a fiscal year taxpayer, we will not be subject to~~as well as other measures, aimed at assisting businesses impacted by the majority of the tax law provisions until fiscal 2019; however, there are significant items of impact that will be recognized in fiscal year 2018 resulting from the retroactive reduction in the statutory tax rate. Because a change in tax law is accounted for in the period of enactment, the effects (including retroactive effects) cannot be recognized in fiscal 2018 first quarter financial results.

~~We continue to assess the~~economic effects of the ~~TCJA~~COVID-19 pandemic. Among other provisions, the CARES Act removes certain limitations on ~~our consolidated financial statements. Overall,~~utilization of net operating losses (NOLs) and allows for carrybacks of certain past and future NOLs. We expect that we ~~anticipate~~will apply the ~~TCJA will favorably affect our effective tax rate, exclusive~~NOL carryback provisions of the ~~impact of valuation allowances, and cash flows in~~CARES Act to our estimated NOL for fiscal ~~2018 and in future fiscal years compared to current Federal tax laws. The TCJA’s primary change is a reduction~~2020, which resulted in the ~~Federal statutory corporate~~reclassification of a $11 million NOL deferred income tax ~~rate from 35.0%~~asset to ~~21.0%, including~~refundable income taxes and recognition of a ~~pro rata reduction from 35.0% to 25.7% for our fiscal 2018. As a result, we expect to recognize a~~$1 million income tax benefit in ~~our tax provision as of~~ the ~~beginning of the second~~third quarter of fiscal ~~2018 due to~~2020. We do not anticipate the ~~revaluation of our net deferred~~other income tax ~~liability to reflect the lower statutory rate. We also expect to record a benefit in our tax provision for fiscal 2018 to account for the effect~~provisions of the ~~retroactive rate reduction~~CARES Act to have a material impact on fiscal 2018 tax expense. Further, the TCJA provides changes to a number of permanent and temporary book-to-tax differences, many of which will be effective starting in fiscal 2019, that are generally variable in nature and may be material to our future effective tax rate and cash flows, with impacts that are both beneficial and detrimental compared to the current Federal tax laws. Because of the ongoing assessment of the effects of the TCJA, we are not yet in a position to estimate the projected effective tax rate for fiscal 2018.

financial statements.

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 $9$308 million and $7$12 million as of ~~November 30, 2017~~May 31, 2020 and August 31, ~~2017,~~2019, respectively. Cash balances are intended to be used primarily for working capital, capital expenditures, dividends, share repurchases, investments and acquisitions. We generally use excess cash on hand to reduce amounts outstanding under our credit facilities. On April 1, 2020, we borrowed an incremental $250 million under our credit facilities in order to increase our cash position and preserve financial flexibility in light of the COVID-19 outbreak. Based on our recent cash flow trends and available liquidity within our revolving credit facilities, we intend to repay this $250 million borrowing in the near term using excess cash on hand. As of ~~November 30, 2017,~~May 31, 2020, debt was ~~$185~~$428 million compared to ~~$145~~$105 million as of August 31, ~~2017,~~2019, and debt, net of cash, was ~~$176~~$121 million as of May 31, 2020 compared to ~~$138~~$93 million as of August 31, ~~2017~~2019 (refer to Non-GAAP Financial Measures at the end of this Item 2). ~~Debt, net of cash, increased by $38 million primarily due to increased investment in working capital related to higher sales and purchase volumes.~~

Operating Activities

Net cash ~~used in~~provided by operating activities in the first ~~three~~nine months of fiscal ~~2018~~2020 was ~~$16~~$56 million, compared to ~~net cash provided by operating activities of $6~~$63 million in the first ~~three~~nine months of fiscal ~~2017.~~

2019.

Sources of cash in the first nine months of fiscal 2020 included a $33 million decrease in inventories due to lower raw material purchase prices and volumes and the timing of purchases and sales. Uses of cash in the first ~~three~~nine months of fiscal ~~2018~~2020 included a ~~$47~~$32 million ~~increase~~ decrease in ~~inventory~~accounts payable primarily due to ~~higher~~lower raw material purchase prices ~~higher volumes on hand~~ and ~~the impact of timing of purchases and sales, a $9 million increase in accounts receivable primarily due to increases in recycled metal selling prices and sales~~ volumes and the timing of ~~sales and collections, and~~payments.

Sources of cash other than from earnings in the first nine months of fiscal 2019 included a ~~$18~~$15 million decrease in ~~accrued payroll and related liabilities~~inventories due to ~~incentive compensation payments. Sources of cash in the first three months of fiscal 2018 included a $9 million increase in accounts payable primarily due to higher~~lower raw material purchase prices and the timing of ~~payments.~~



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~~Sources of cash in the three months of fiscal 2017 included a $14 million increase in accounts payable due to the timing of payments.~~purchases and sales. Uses of cash in the first ~~three~~nine months of fiscal ~~2017~~2019 included a ~~$13 million increase in inventory due to higher volumes on hand and the impact of timing of purchases and sales, and a $10~~$25 million decrease in accrued payroll and related liabilities primarily due to incentive compensation ~~payments.~~

payments in the first quarter of fiscal 2019, a $19 million decrease in accounts payable primarily due to lower raw material purchase prices and the timing of payments, and a $10 million increase in accounts receivable due to the timing of sales and collections.

Investing Activities

Net cash used in investing activities was ~~$14~~$58 million in the first ~~three~~nine months of fiscal ~~2018,~~2020, compared to ~~$11~~$59 million in the first ~~three~~nine months of fiscal ~~2017.~~

2019.

Cash used in investing activities in the first ~~three~~nine months of fiscal ~~2018~~2020 included capital expenditures of ~~$15~~$59 million to upgrade our equipment and infrastructure and for ~~additional~~ investments in ~~environmental-related~~advanced metals recovery technology and environmental and safety-related assets, compared to ~~$11~~$61 million in the prior year period.

Financing Activities

Net cash provided by financing activities in the first ~~three~~nine months of fiscal ~~2018~~2020 was ~~$31~~$298 million, compared to net cash used in financing activities of ~~$14~~less than $1 million in the first ~~three~~nine months of fiscal ~~2017.~~

2019.

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Cash flows from financing activities in the first ~~three~~nine months of fiscal ~~2018~~2020 included ~~$40~~$322 million in net ~~borrowing~~borrowings of debt, compared to $5$34 million ~~in net repayment of debt~~ in the prior year period (refer to Non-GAAP Financial Measures at the end of this Item 2)., with the increase primarily driven by incremental borrowings under our credit facilities in the third quarter of fiscal 2020 in order to increase our cash position and preserve financial flexibility in light of uncertainties resulting from the COVID-19 outbreak. Uses of cash in each of the first ~~three~~nine months of fiscal ~~2018~~2020 and ~~2017~~2019 included $16 million for the payment of dividends. Cash used in financing activities in the first nine months of fiscal 2020 and 2019 also included $5 $1million and $10 million, respectively, for ~~dividends.~~

share repurchases.

Debt

Our senior secured revolving credit facilities, which provide for revolving loans of ~~$335~~$700 million and C$15 million, mature in ~~April 2021~~August 2023 pursuant to a credit agreement with Bank of America, N.A., as administrative agent, and other lenders party thereto. ~~Interest~~As of May 31, 2020, interest rates on outstanding indebtedness under the credit agreement ~~are~~were based, at our option, on either the London Interbank Offered Rate ~~("LIBOR"~~(“LIBOR”), or the Canadian equivalent for C$ loans, plus a spread of between ~~1.75%~~1.25% and 2.75%, with the amount of the spread based on a pricing grid tied to ~~the Company’s leverage~~our consolidated funded debt to EBITDA ratio, 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 zero and ~~1.00%~~1.50% based on a pricing grid tied to ~~the Company's leverage~~our consolidated funded debt to EBITDA ratio. In addition, as of May 31, 2020, commitment fees ~~are~~were payable on the unused portion of the credit facilities at rates between ~~0.20%~~0.15% and ~~0.40%~~0.45% based on a pricing grid tied to our ~~leverage~~consolidated funded debt to EBITDA ratio.

We had borrowings outstanding under ~~the~~our credit facilities of ~~$180~~ $420million as of ~~November 30, 2017~~May 31, 2020 and ~~$140~~$97 million as of August 31, ~~2017.~~2019. The weighted average interest rate on amounts outstanding under ~~this facility~~our credit facilities was ~~3.26%~~2.59% and ~~3.48%~~3.78% as of ~~November 30, 2017~~May 31, 2020 and August 31, ~~2017,~~2019, respectively.

We use the credit facilities to fund working capital, capital expenditures, dividends, share repurchases, investments and acquisitions. The 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~~guarantee 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. ~~The~~As of May 31, 2020, the financial covenants under the credit agreement ~~include~~included (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 ~~November 30, 2017,~~May 31, 2020, we were in compliance with the financial covenants under the credit agreement. The consolidated fixed charge coverage ratio was required to be no less than 1.50 to 1.00 and was ~~3.31~~2.28 to 1.00 as of ~~November 30, 2017.~~May 31, 2020. The consolidated leverage ratio was required to be no more than 0.55 to 1.00 and was ~~0.26~~0.39 to 1.00 as of ~~November 30, 2017. The asset coverage ratio was required to be no less than 1.00 to 1.00 and was 1.55 to 1.00 as of November 30, 2017.~~

~~The Company's~~May 31, 2020.

Our obligations under the 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.

On June 30, 2020, we and certain of our subsidiaries entered into the Second Amendment (the “Second Amendment”) to the Third Amended and Restated Credit Agreement, dated as of April 6, 2016, as amended by the First Amendment to Third Amended and Restated Credit Agreement dated as of August 24, 2018, by and among Schnitzer Steel Industries, Inc., as the US Borrower, Schnitzer Steel Canada Ltd., as a Canadian borrower, Bank of America, N.A., as administrative agent and the other lenders party thereto (the “Existing Credit Agreement”). The Existing Credit Agreement, as amended pursuant to the Second Amendment, is referred to herein as the “Amended Credit Agreement”. The principal changes to the Existing Credit Agreement effected by the Second Amendment are (i) the reduction of the consolidated fixed charge coverage from a minimum ratio of 1.50 to 1.0 to a minimum ratio of 1.20 to 1.0 for the fiscal quarter ending August 31, 2020, and to a minimum ratio of 1.10 to 1.0 for the fiscal quarters ending November 30, 2020, February 28, 2021 and May 31, 2021, and (ii) the introduction of a minimum consolidated asset coverage ratio of 1.00 to 1.0 for each of the fiscal quarters ending August 31, 2020 through May 31, 2021.



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The Second Amendment revised the applicable interest rates under the facility which are based, at our option, on either (i) 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 consolidated funded debt to EBITDA ratio, or (ii) the greater of the prime rate, the federal funds rate plus 0.50% or 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 are 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 consolidated funded debt to EBITDA ratio.

The Second Amendment further provides for (i) revisions to the definition of LIBOR to include a 0.50% floor and (ii) mechanics by which the parties may replace the benchmark interest rate used in the agreement from LIBOR to one or more rates based on the secured overnight financing rate (“SOFR”) administered by the Federal Reserve Bank of New York.

While we currently expect to remain in compliance with the financial covenants under the credit agreement, ~~there can be no assurances that~~ we ~~will~~may not be able to do so in the event market conditions or other negative factors ~~which adversely~~have 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 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 assurances~~We cannot assure that any such alternative funds, if sought, could be obtained or, if obtained, would be adequate or on acceptable terms.

Capital Expenditures

Capital expenditures totaled ~~$15~~$59 million for the first ~~three~~nine months of fiscal ~~2018~~,2020, compared to ~~$11~~$61 million for the prior year period. We currently plan to invest ~~in the range of $55 million~~up to ~~$70~~$90 million in capital expenditures ~~on equipment replacement and upgrades, further investment in nonferrous processing technologies, and environmental-related projects~~ in fiscal ~~2018~~2020, including up to $50 million for investments in growth, including advanced metals recovery technology and to support volume initiatives and other growth projects, using cash generated from operations, cash on hand and available credit facilities.

~~Dividends~~

~~On October 27, 2017,~~ The COVID-19 pandemic has caused delays in construction activities and equipment deliveries related to our ~~Board~~capital projects, including delays in obtaining permits from government agencies, resulting in the deferral of ~~Directors declared a dividend for~~certain capital expenditures to fiscal 2021. Given the ~~first quarter~~continually evolving nature of ~~fiscal 2018 of $0.1875 per common share,~~the COVID-19 pandemic, the extent to which ~~equates to an annual cash dividend of $0.75 per common share. The dividend was paid on November 27, 2017.~~

forecasted capital expenditures could be further 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 $2$6 million in capital expenditures for environmental projects in the first ~~three~~nine months of fiscal ~~2018,~~2020, and currently plan to invest up to ~~$20~~ $10million for such projects in fiscal ~~2018.~~2020. These projects include investments in storm water systems and equipment to ensure ongoing compliance with air quality and other environmental regulations.

We have been identified by the United States Environmental Protection Agency ~~(“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”~~(the “Site”). See Note 5 - Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 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, although such costs could be material to our financial position, results of operations, cash flows and liquidity. We have insurance policies that we believe will provide reimbursement for costs we incur for defense, ~~remediation~~remedial design, remedial action and mitigation for natural resource damages claims in connection with the Site, although there are no assurances that those policies will cover all of the costs which we may incur. Significant cash outflows in the future related to the Site and other environmental matters 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 April 30, 2020, our Board of Directors declared a dividend for the third quarter of fiscal 2020 of $0.1875 per common share, which equates to an annual cash dividend of $0.75 per common share. The dividend totaling $5 million was paid on May 26, 2020.

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Share Repurchase Program

Pursuant to our amended share repurchase program, as of May 31, 2020, we had existing authorization remaining under the program to repurchase up to approximately 706 thousand shares of our Class A common stock when we deem such repurchases to be appropriate. We may repurchase our common stock for 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 things, our cash needs, the availability of funding, our future business plans and the market price of our stock. We did not repurchase any shares of our common stock in the third quarter of fiscal 2020.

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.

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~~alternative sources of liquidity 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.

Contractual Obligations

There were no material changes related to contractual obligations and commitments from the information provided in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2017~~.



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2019.

We maintain stand-by letters of credit to provide support for certain obligations, including workers’ compensation and performance bonds. As of ~~November 30, 2017,~~May 31, 2020, we had ~~$10~~$11 million outstanding under these arrangements.

Critical Accounting Policies and Estimates

~~We reaffirm~~

There were no material changes to our critical accounting policies and estimates as described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended August 31, ~~2017,~~2019, except as follow:

Goodwill

We evaluate goodwill for impairment annually on July 1 and upon the ~~following:~~

~~Inventories~~

~~Our inventories consist~~occurrence of ~~processed and unprocessed scrap metal (ferrous, nonferrous, and nonferrous recovered joint product arising from~~certain triggering events or substantive changes in circumstances that indicate that the ~~manufacturing process), semi-finished steel products (billets), finished steel products (primarily rebar, merchant bar and wire rod), used and salvaged vehicles, and supplies. As~~fair value of ~~the beginning of~~goodwill may be impaired. There were no triggering events identified during the first ~~quarter~~nine months of fiscal ~~2018, we adopted~~2020 requiring an ~~accounting standard update that requires~~interim goodwill impairment test. A lack of recovery or further deterioration in market conditions related to the general economy and the metals recycling industry, a sustained trend of weaker than anticipated financial performance, a decline in our share price for a sustained period of time, or an ~~entity to measure certain types of inventory, including inventory that is measured using~~increase in the ~~first-in, first out (FIFO) or~~market-based weighted average cost ~~method, at~~of capital, any of which could be caused or exacerbated in the ~~lower~~future by the effects of ~~cost~~COVID-19, among other factors, could significantly impact the impairment analysis and net realizable value. Prior to adoption, we measured such inventories at the lower of cost or market, whereby market generally reflected the inventories' estimated net realizable value, which is consistent with the requirements of the updated standard. Therefore, adoption of the new requirements had no impact on the Unaudited Condensed Consolidated Financial Statements. We consider estimatedmay result in future ~~selling prices when determining the estimated net realizable value for our inventory. As we generally sell our recycled ferrous metal under contracts~~goodwill impairment charges 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.

~~Recently Issued Accounting Standards~~

~~For~~if incurred, could have a ~~description of recent accounting pronouncements that may have an impact~~material adverse effect on our financial condition and results of ~~operations or cash flows, see~~operations.

Leases

Refer to “Accounting Changes” within Note 21 – Summary of Significant Accounting Policies and Note 3 - ~~Recent Accounting Pronouncements~~Leases in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this ~~report.~~

report for disclosures relating to our adoption of the new lease accounting standard in the first quarter of fiscal 2020.

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Recently Issued Accounting Standards

We have not identified any recent accounting pronouncements that are expected to have a material impact on our financial condition, results of operations or cash flows upon adoption.

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 debt, net of cash is a useful measure for investors because, 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.

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

	May 31, 2020		August 31, 2019
Short-term borrowings	$	1,401	$	1,321
Long-term debt, net of current maturities		426,791		103,775
Total debt		428,192		105,096
Less cash and cash equivalents		307,655		12,377
Total debt, net of cash	$	120,537	$	92,719

November 30, 2017 August 31, 2017
Short-term borrowings $ 657
$ 721
Long-term debt, net of current maturities 184,225
144,403
Total debt 184,882
145,124
Less: cash and cash equivalents 9,194
7,287
Total debt, net of cash $ 175,688
$ 137,837

Net borrowings (repayments) of debt

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

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

	Nine Months Ended
	2020			2019
Borrowings from long-term debt	$	685,527		$	316,676
Repayments of long-term debt		(363,470	)		(282,932	)
Net borrowings (repayments) of debt	$	322,057		$	33,744

Three Months Ended November 30,
2017 2016
Borrowings from long-term debt $ 189,500
$ 102,631
Repayment of long-term debt (149,713 ) (107,491 )
Net borrowings (repayments) of debt $ 39,787
$ (4,860 )

Adjusted consolidated operating (loss) income, adjusted AMR operating income, adjusted ~~CSS operating income (loss),~~Corporate expense, adjusted net (loss) income ~~(loss)~~ from continuing operations attributable to SSI shareholders, and adjusted diluted (loss) earnings ~~(loss)~~ per share from continuing operations attributable to SSI

shareholders.

Management believes that providing these non-GAAP financial measures ~~provides~~adds a meaningful presentation of our results from business operations excluding adjustments for ~~other asset impairment charges net of recoveries,~~ restructuring charges and other exit-related activities, ~~recoveries~~asset impairment charges, charges for legacy environmental matters (net of recoveries), business development costsnot related to ongoing operations, charges related to the ~~resale or modification~~settlement of ~~previously contracted shipments,~~a wage and hour class action lawsuit, and the income tax expense (benefit) ~~associated with~~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 in fiscal 2015 excluded the impact from the resale or modification~~

Table of the terms, each at significantly lower prices due to sharp declines in selling prices, of certain previously-contracted bulk shipments for delivery during fiscal 2015. Recoveries resulting from settlements with the original contract parties, which began in the third quarter of fiscal 2016, are reported within SG&A expense in the Unaudited Condensed Consolidated Statements of Operations and are also excluded from the measures.



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The following is a reconciliation of adjusted consolidated operating (loss) income, adjusted AMR operating income and adjusted ~~CSS operating income (loss),~~Corporate expense (in thousands):

	Three Months Ended May 31,						Nine Months Ended May 31,
	2020			2019			2020			2019
Consolidated operating (loss) income:
As reported	$	(3,706	)	$	24,459		$	(3,925	)	$	66,184
Restructuring charges and other exit-related activities		2,710			75			7,810			813
Asset impairment charges		2,227			—			4,321			63
Charges for legacy environmental matters, net⁽¹⁾		2,078			502			3,822			1,670
Business development costs		791			—			1,592			—
Charges related to the settlement of a wage and hour class action lawsuit		73			2,330			73			2,330
Adjusted	$	4,173		$	27,366		$	13,693		$	71,060

AMR operating income:
As reported	$	2,503		$	29,189		$	19,375		$	73,947
Asset impairment charges		2,227			—			4,191			63
Adjusted	$	4,730		$	29,189		$	23,566		$	74,010

Corporate expense:
As reported	$	10,484		$	12,502		$	30,374		$	32,802
Charges for legacy environmental matters, net⁽¹⁾		(2,078	)		(502	)		(3,822	)		(1,670	)
Business development costs		(791	)		—			(1,592	)		—
Charges related to the settlement of a wage and hour class action lawsuit		(73	)		(2,330	)		(73	)		(2,330	)
Asset impairment charges		—			—			(130	)		—
Adjusted	$	7,542		$	9,670		$	24,757		$	28,802

(1)

Legal and environmental charges for legacy environmental matters (net of recoveries). The prior year periods have been recast for comparability. Legacy environmental matters include charges (net of recoveries) related to the Portland Harbor Superfund site and to other legacy environmental loss contingencies. See Note 5 - Commitments and Contingencies, “Portland Harbor” and “Other Legacy Environmental Loss Contingencies” in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.

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

	Three Months Ended May 31,						Nine Months Ended May 31,
		2020			2019			2020			2019
Net (loss) income from continuing operations attributable to SSI shareholders:
As reported	$	(4,926	)	$	15,682		$	(8,067	)	$	44,972
Restructuring charges and other exit-related activities		2,710			75			7,810			813
Asset impairment charges		2,227			—			4,321			63
Charges for legacy environmental matters, net⁽¹⁾		2,078			502			3,822			1,670
Business development costs		791			—			1,592			—
Charges related to the settlement of a wage and hour class action lawsuit		73			2,330			73			2,330
Income tax benefit allocated to adjustments⁽²⁾		(1,568	)		(335	)		(4,183	)		(778	)
Adjusted	$	1,385		$	18,254		$	5,368		$	49,070

Diluted (loss) earnings per share from continuing operations attributable to SSI shareholders:
As reported	$	(0.18	)	$	0.56		$	(0.29	)	$	1.60
Restructuring charges and other exit-related activities, per share		0.10			—			0.28			0.03
Asset impairment charges, per share		0.08			—			0.16			—
Charges for legacy environmental matters, net, per share⁽¹⁾		0.07			0.02			0.14			0.06
Business development costs, per share		0.03			—			0.06			—
Charges related to the settlement of a wage and hour class action lawsuit, per share		—			0.08			—			0.08
Income tax benefit allocated to adjustments, per share⁽²⁾		(0.06	)		(0.01	)		(0.15	)		(0.03	)
Adjusted⁽³⁾	$	0.05		$	0.65		$	0.19		$	1.74

Three Months Ended November 30,
2017 2016
Consolidated operating income:
As reported $ 26,423
$ 587
Other asset impairment charges (recoveries), net (88 ) 401
Restructuring charges and other exit-related activities 100
201
Recoveries related to the resale or modification of previously contracted shipments (417 ) (139 )
Adjusted $ 26,018
$ 1,050

AMR operating income:
As reported $ 35,172
$ 12,606
Recoveries related to the resale or modification of previously contracted shipments (417 ) (139 )
Adjusted $ 34,755
$ 12,467

CSS operating income (loss):
As reported $ 8,476
$ (2,628 )
Other asset impairment charges (recoveries), net (88 ) 401
Adjusted $ 8,388
$ (2,227 )

Net Income (loss) from continuing operations attributable to SSI:
As reported $ 18,399
$ (1,273 )
Other asset impairment charges (recoveries), net (88 ) 401
Restructuring charges and other exit-related activities 100
201
Recoveries related to the resale or modification of previously contracted shipments (417 ) (139 )
Income tax expense (benefit) allocated to adjustments⁽¹⁾
131
(40 )
Adjusted $ 18,125
$ (850 )

Diluted earnings (loss) per share from continuing operations attributable to SSI:
As reported $ 0.64
$ (0.05 )
Other asset impairment charges (recoveries), net, per share —
0.01
Restructuring charges and other exit-related activities, per share —
0.01
Recoveries related to the resale or modification of previously contracted shipments, per share (0.01 ) (0.01 )
Income tax expense (benefit) allocated to adjustments, per share⁽¹⁾
—
—
Adjusted⁽²⁾
$ 0.63
$ (0.03 )

~~____________________________~~

(1)

~~(1)~~

(2)

Income tax allocated to the aggregate adjustments reconciling reported and adjusted net income (loss) from continuing operations attributable to SSI shareholders and diluted earnings (loss) per share from continuing operations attributable to SSI shareholders is determined based on a tax provision calculated with and without the adjustments. Consistent with the method applied in order to measure the tax provision for the fiscal 2020 interim reporting periods, we applied the discrete method for the purpose of allocating income tax to the adjustments.

(3)
~~(2)~~	May not foot due to rounding.

We believe 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 substitute for, the most directly 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 results to address these limitations.

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~~ITEM 3.~~	~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~

ITEM 3. 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 ~~finished steel products and~~ ferrous and nonferrous metals, including scrap metal, ~~end-of-life vehicles~~finished steel products, auto 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 on a timely basis.~~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, ~~at November 30, 2017,~~ 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 ~~November 30, 2017.~~

May 31, 2020.

Interest Rate Risk

There have been no material changes to our disclosure regarding interest rate risk set forth in Item 7A. Quantitative and Qualitative Disclosures About Market Risk included in our Annual Report on Form 10-K for the year ended August 31, ~~2017.~~

2019.

Credit Risk

As of ~~November 30, 2017~~May 31, 2020 and August 31, ~~2017, 30%~~2019, 52% and ~~33%~~32%, respectively, of our ~~trade~~ accounts receivable balance was covered by letters of credit. Of the remaining balance, ~~94%~~95% and ~~88%, respectively,~~96% was less than 60 days past due as of ~~November 30, 2017~~May 31, 2020 and August 31, ~~2017.~~

2019, respectively.

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. ~~Our derivatives are agreements with independent counterparties that provide for payments based on a notional amount.~~ As of ~~November 30, 2017~~May 31, 2020 and August 31, ~~2017,~~2019, we did not have any derivative contracts.

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SCHNITZER STEEL INDUSTRIES, INC.


~~ITEM 4.~~	~~CONTROLS AND PROCEDURES~~

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain 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 we are required to disclose in the reports we file or submit 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. Our 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 our disclosure controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~November 30, 2017~~,May 31, 2020, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during ~~our most recent fiscal~~the quarter ended May 31, 2020, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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SCHNITZER STEEL INDUSTRIES, INC.

PART II. OTHER INFORMATION


~~ITEM 1.~~	~~LEGAL PROCEEDINGS~~

ITEM 1. LEGAL PROCEEDINGS

Information regarding reportable legal proceedings is contained in Part I, ~~"Item~~“Item 3. Legal ~~Proceedings"~~Proceedings” in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2017,~~2019; in Part II, “Item 1. Legal Proceedings” of our Quarterly Report on Form 10-Q for the quarterly periods ended November 30, 2019 and February 29, 2020; and below in this Part II, ~~"Item~~“Item 1. Legal ~~Proceedings"~~Proceedings” of this Quarterly Report on Form 10-Q. Also see Note 5 - Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item I,1, incorporated by reference herein.

~~In November 2017,~~

With respect to the previously reported matter in which the Company ~~received a pre-filing negotiation letter from~~has been in settlement discussions with the ~~United States Environmental Protection Agency (“EPA”) with respect to~~Alameda County District Attorney and the California Office of the Attorney General, the latter on behalf of certain state agencies, regarding alleged violations of environmental requirements at one of our operations in California stemming from ~~industrial stormwater~~investigations initiated in 2013 and ~~hazardous waste management~~ inspections ~~at two of our facilities~~conducted in ~~Kansas City. We have already~~2015, the Company has completed various facility ~~improvements~~upgrades that we believe ~~address~~resolve the underlying environmental concerns identified inby the ~~EPA inspection reports. Accordingly, we expect~~agencies and has agreed to ~~negotiate a~~settle the matter for $4.1 million, of which $2.05 million is for civil penalties and reimbursement of the agencies’ enforcement costs and $2.05 million will fund Supplemental Environmental Projects. The settlement ~~with EPA~~is subject to finalization of the stipulation and ~~do not believe that~~settlement agreement and final approval by the ~~outcome~~agencies of ~~this matter will be material to our financial position, results of operations, cash flows or liquidity.~~

the settlement.


~~ITEM 1A.~~	~~RISK FACTORS~~

ITEM 1A. RISK FACTORS

There have been no material changes to our risk factors reported or new risk factors identified since the filing of our Annual Report on Form 10-K for the year ended August 31, ~~2017, which was filed with the Securities and Exchange Commission on October 24, 2017,~~2019, except for the ~~following:~~

changes disclosed in the subsequent Quarterly Report on Form 10-Q for the quarterly period ended February 29, 2020, as further updated below:

The coronavirus disease 2019 (COVID-19) pandemic has had, and may continue to have, an adverse effect on our business, results of operations, financial condition and cash flows. Future epidemics or other public health emergencies could have similar effects.

Our operations expose us to risks associated with pandemics, epidemics or other public health emergencies, such as the COVID-19 pandemic which has spread from China to many other countries including the United States. In March 2020, the World Health Organization characterized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The outbreak has resulted in governments around the world implementing stringent measures to help control the spread of the virus and, more recently, phased regulations and guidelines for reopening communities and economies. In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19.

We are a company operating in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security. Consistent with federal guidelines and with state and local orders to date, we have continued to operate across our footprint. Notwithstanding our continued operations, COVID-19 has negatively impacted and may have further negative impacts on our financial performance, operations, supply chain and flows of raw materials, transportation and logistics networks and customers. Due in large part to the impacts of and response to the spread of COVID-19, global economic conditions have declined sharply in recent months, resulting in historic unemployment levels, rapid changes in supply and demand in certain industry sectors, businesses switching to remote work or ceasing operations, and consumers eliminating, restricting or redirecting spending. The economic downturn adversely affected demand for our products and contributed to weaker supply and demand conditions affecting prices and volumes in the markets for our products, services and raw materials. During the third quarter of fiscal 2020, our operations, margins and results were adversely impacted by lower sales volumes of recycled metals driven by severely constrained supplies of scrap metal including end-of-life vehicles, leading to abnormally low processed volumes at our recycling facilities. We also experienced significant decreases in selling prices for our recycled metal products, softer demand, supply chain disruptions, reduced availability of shipping containers, and other logistics constraints.

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SCHNITZER STEEL INDUSTRIES, INC.

The COVID-19 pandemic could further negatively impact our business or results of operations through the temporary closure of our operating locations or those of our customers or suppliers, disrupting scrap metal inflows to our recycling facilities, limiting our ability to process scrap metal through our shredders, inhibiting the manufacture of steel products at our steel mill, reducing retail admissions and parts sales at our auto parts stores, and delaying or preventing deliveries to our customers, among others. In addition, the ability of our employees and our suppliers’ and customers’ employees to work may be significantly impacted by individuals contracting or being exposed to COVID-19, or as a result of prevention and control measures, which may significantly hamper our production throughout the supply chain and constrict sales channels. Our customers may be directly impacted by business curtailments or weak market conditions and may not be willing or able to fulfill their contractual obligations or open letters of credit. We may also experience delays in obtaining letters of credit or processing letter of credit payments due to the impacts of COVID-19 on foreign issuing and U.S. intermediary banks. Furthermore, the progression of and global response to the COVID-19 outbreak has caused and increases the risk of further delays in construction activities and equipment deliveries related to our capital projects, including potential delays in obtaining permits from government agencies. The extent of such delays and other effects of COVID-19 on our capital projects, certain of which are outside of our control, is unknown, but they may impact or delay the timing of anticipated benefits on capital projects.

Our bank credit agreement requires that we maintain certain financial and other covenants. Events resulting from the effects of COVID-19 may negatively impact our ability to comply with these covenants, which has caused us to obtain an amendment temporarily relaxing the consolidated fixed charge coverage ratio, and which could lead us to seek further amendments or waivers from our lenders, limit access to or require accelerated repayment of our existing credit facilities, or require us to pursue alternative financing. We have no assurance that any such alternative financing, if required, could be obtained at terms acceptable to us, or at all, including as a result of the effects of COVID-19 on financial markets at such time.

Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, continually changing and difficult to predict, the pandemic’s impacts on our operations and financial performance, as well as its impact on our ability to successfully execute our business strategies and initiatives, remain uncertain and difficult to predict. Further, the ultimate impact of the COVID-19 pandemic on our operations and financial performance depends on many factors that are not within our control, including, but not limited to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including restrictions on travel and transport and workforce pressures); the impact of the pandemic and actions taken in response on global and regional economies, travel, and economic activity; the availability of federal, state or local funding programs; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides. While we expect the COVID-19 pandemic to continue to negatively impact our results of operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 means the related financial impact cannot be reasonably estimated at this time.

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 United States Environmental Protection Agency (“EPA”) under the 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 any specific areas within 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~~$155 million in investigation-related costs over an approximately 1018 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.

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.

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In January 2008, the Portland Harbor Natural Resource Trustee Council (“Trustee Council”) invited us and other PRPs to participate in funding and implementing the Natural Resource Injury Assessment for the Site. Following meetings among the Trustee Council and the PRPs, funding and participation agreements were negotiated under which the participating PRPs, including us, agreed to fund the first phase of the three-phase natural resource damage assessment. Phase 1, which included the development of the Natural Resource Damage Assessment Plan ~~("AP"~~(“AP”) and implementation of several early studies, was substantially completed in 2010. ~~We recently~~In December 2017, we joined with other participating PRPs in agreeing to fund Phase 2 of the natural resource damage assessment, which includes the 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 ~~has not yet commenced,~~ will involve the full implementation of the AP and the final injury and damage determination. We ~~have not yet commenced discussions~~are proceeding with the process established by the Trustee Council regarding early settlements under Phase ~~2, and therefore it~~2. It is uncertain whether we will enter into an early settlement for natural resource damages or what costs we may incur in any such early settlement.



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On January 30, 2017, one of the Trustees, the Confederated Tribes and Bands of the Yakama Nation, which withdrew from the council in 2009, filed a suit 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. The parties have 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. We intend to defend against ~~such~~the claims in this suit 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 have varied widely in various drafts of the FS and in the EPA’s final FS issued in June 2016 ranging from approximately $170 million to over $2.5 billion (net present value), depending on the remedial alternative and a number of other factors. In comments submitted to the EPA, we and certain other stakeholders identified a number of serious concerns regarding the ~~EPA's~~EPA’s risk and remedial alternatives assessments, cost estimates, scheduling assumptions and conclusions regarding the feasibility and effectiveness of remediation technologies.

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 evaluated in the EPA’s FS that was expanded to include additional work at a greater cost. 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 regarding the remedy described in the ROD, which is based on data that is more than a decade old, and the ~~EPA's~~EPA’s estimates for the costs and time required to implement the selected remedy. Because of ongoing questions regarding cost effectiveness, technical feasibility, and the use of stale data, it is uncertain whether the ROD will be implemented as issued. 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 used in preparing the ROD was more than a decade old and would need to be updated with a new round of “baseline” sampling to be conducted prior to the remedial design phase. Accordingly, the ROD provided for additional pre-remedial design investigative work and baseline sampling to be conducted in order to provide a baseline of current conditions and delineate particular remedial actions for specific areas within the Site. This additional sampling ~~needs to occur~~was required 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. Moreover, the ROD provided only Site-wide cost estimates and did not provide sufficient detail to estimate costs for specific sediment management areas within the Site. Following issuance of the ROD, EPA proposed that the PRPs, or a subgroup of PRPs, perform the additional investigative work identified in the ROD under a new consent order.

In December 2017, we and three other PRPs entered into a new Administrative Settlement Agreement and Order on Consent with EPA to perform such pre-remedial design investigation and baseline sampling over a two-year period. We ~~estimate~~estimated that our share of the costs of performing such work ~~will~~would be approximately $2 million, which we accrued in fiscal 2018. Such costs were fully covered by existing insurance coverage and, thus, we also recorded an insurance receivable for $2 million in fiscal 2018, resulting in no net impact to our consolidated results of operations.

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The pre-remedial design investigation and baseline sampling work has been completed, and the report evaluating the data was submitted to EPA on June 17, 2019. The evaluation report concludes that Site conditions have improved substantially since the data forming the basis of the ROD was collected over a decade ago. The analysis contained in the report has significant implications for remedial design and remedial action at the Site. EPA has reviewed the report, finding with a few limited corrections that the data is of suitable quality and generally acceptable and stating that such data will be used, in addition to existing and forthcoming design-level data, to inform implementation of the ROD. However, EPA did not agree that the data or the analysis warrant a change to the remedy at this time and reaffirmed its commitment to proceed with remedial design. We and other PRPs disagree with EPA’s position on use of the more recent data and will continue to pursue limited, but critical, changes to the selected remedy for the Site during the remedial design phase.

EPA has stated that it wants PRPs to step forward (individually or in groups) to enter into consent agreements to perform remedial design covering the entire Site and has proposed dividing the Site into eight to ten subareas for remedial design. Certain PRPs have since executed consent agreements for remedial design work covering a little more than half of the remedial action areas at the Site. Because of EPA’s refusal to date to modify the remedy to reflect the most current data on Site conditions and because of concerns with the terms of the consent agreement, we elected not to enter into a consent agreement for remedial design with respect to any of the subareas at the Site. On March 26, 2020, EPA issued a unilateral administrative order (UAO) to us and MMGL, LLC, an unaffiliated company, for the remedial design work in the portion of one of the EPA identified subareas within the Site designated as the River Mile 3.5 East Project Area. Following a conference with us to discuss the UAO and written comments submitted by us, EPA made limited modifications to the UAO and issued an amendment to the UAO on April 27, 2020 with an effective date of May 4, 2020. As required by the UAO, we notified EPA of our intent to comply with the UAO on the effective date while reserving all of our sufficient cause defenses. Failure to comply with a UAO, without sufficient cause, could subject us to significant penalties or treble damages. Pursuant to the optimized remedial design timeline set forth in the UAO, EPA’s expected schedule for completion of the remedial design work is four years. EPA has estimated the cost of the work at approximately $4 million. We have agreed with the other respondent to the UAO that we will lead the performance and be responsible for a portion of the costs of the work for remedial design under the UAO, which agreement is not an allocation of liability or claims associated with the Site as between the respondents or with respect to any third party. We estimated that our share of the costs of performing such work under the UAO would be approximately $3 million, which we recorded to environmental liabilities and selling, general and administrative expense in the ~~consolidated financial statements~~Unaudited Condensed Consolidated Financial Statements in the ~~first~~third quarter of fiscal ~~2018.~~2020. We ~~believe that such~~continue to discuss sharing of the costs ~~will be fully covered by existing insurance coverage and, thus, has also recorded an insurance receivable for $2 million in~~of the ~~first quarter of fiscal 2018, resulting in no net impact to our consolidated results of operations.~~

remedial design work under the UAO with other PRPs.

Except for certain early action projects in which we are not involved, remediation activities are not expected to commence for a number of years. In addition, as discussed above, responsibility for implementing and funding the remedy will be determined in a separate allocation ~~process.~~process, which is on-going. We ~~do not~~would expect the next major stage of the allocation process to proceed ~~until after~~in parallel with the ~~additional pre-remedial~~remedial design ~~data is collected.~~



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process.

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, the~~ amount of natural resource damages or of the allocation among the PRPs of costs of the investigations, ~~and any remedy and~~remedial action costs or natural resource damages, ~~among the PRPs,~~ we believe it is not possible to reasonably estimate the amount or range of costs which we are likely to or which ~~we are~~it is reasonably possible that we will incur in connection with the Site, although such costs could be material to our financial position, results of operations, cash flows and liquidity. Among the facts currently being developed 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, 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, ~~(including the pre-remedial~~remedial design, ~~investigative activities), remediation~~remedial action and mitigation for natural resource damages claims in connection with the Site, although there is no assurance that those policies will cover all of the costs which we may incur. Significant cash outflows in the future related to the Site could reduce the amount of our borrowing capacity that could otherwise be used for investment in capital expenditures, dividends, share repurchases and acquisitions. Any material liabilities incurred in the future related to the Site could result in our failure to maintain compliance with certain covenants in our debt agreements. See “Contingencies – Environmental” in Note 5 – Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None in the third quarter of fiscal 2020.

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SCHNITZER STEEL INDUSTRIES, INC.

ITEM 5. OTHER INFORMATION

On June 30, 2020, Schnitzer Steel Industries, Inc. (the “Company”) and certain of its subsidiaries entered into the Second Amendment (the “Second Amendment”) to its Third Amended and Restated Credit Agreement, dated as of April 6, 2016, as amended by the First Amendment to Third Amended and Restated Credit Agreement dated as of August 24, 2018, by and among the Company, as the US Borrower, Schnitzer Steel Canada Ltd., as a Canadian borrower, Bank of America, N.A., as administrative agent and the other lenders party thereto (the “Existing Credit Agreement”). The Existing Credit Agreement, as amended pursuant to the Second Amendment, is referred to herein as the “Amended Credit Agreement”. The principal changes to the Existing Credit Agreement effected by the Second Amendment are (i) the reduction of the consolidated fixed charge coverage from a minimum ratio of 1.50 to 1.0 to a minimum ratio of 1.20 to 1.0 for the fiscal quarter ending August 31, 2020, and to a minimum ratio of 1.10 to 1.0 for the fiscal quarters ending November 30, 2020, February 28, 2021 and May 31, 2021, and (ii) the introduction of a minimum consolidated asset coverage ratio of 1.00 to 1.0 for each of the fiscal quarters ending August 31, 2020 through May 31, 2021.

The Second Amendment revised the applicable interest rates under the facility which are based, at the Company’s option, on either (i) 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 the Company’s consolidated funded debt to EBITDA ratio, or (ii) the greater of the prime rate, the federal funds rate plus 0.50% or 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 the Company’s consolidated funded debt to EBITDA ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between 0.20% and 0.50% based on a pricing grid tied to the Company’s consolidated funded debt to EBITDA ratio.

The Second Amendment further provides for (i) revisions to the definition of LIBOR to include a 0.50% floor and (ii) mechanics by which the parties may replace the benchmark interest rate used in the agreement from LIBOR to one or more rates based on the secured overnight financing rate (“SOFR”) administered by the Federal Reserve Bank of New York.

Unchanged by the Second Amendment, the Amended Credit Agreement provides for $700 million and C$15 million in senior secured revolving credit facilities maturing in August 2023.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by the full text of the Second Amendment, which is filed hereto as Exhibit 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

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ITEM 6. EXHIBITS

Exhibit Number		Exhibit Description
~~ITEM 6.~~	~~EXHIBITS~~


10.1*		Summary Sheet of 2020 Non-Employee Director Compensation.
~~Exhibit Number~~		~~Exhibit Description~~
10.2*
10.1*		Form of ~~Long-Term Incentive~~Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for awards granted in the second half of fiscal ~~2018.~~2020.

10.2* 10.3		Second Amendment ~~No. 3, dated October 25, 2017,~~ to ~~the~~Third Amended and Restated Credit Agreement ~~for Services by~~dated as of June 30, 2020 among Schnitzer Steel Industries, Inc. as the US Borrower, and ~~between~~Schnitzer Steel Canada Ltd., as a Canadian Borrower, Bank of America, N.A., as Administrative Agent, and the ~~Registrant and John D. Carter dated June 29, 2011.~~other Lenders party thereto.

10.3* 31.1		~~Fiscal 2018 Annual Performance Bonus Program for the Chief Executive Officer.~~

~~31.1~~		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~101~~ 101.INS		~~The following financial information from Schnitzer Steel Industries, Inc.’s Quarterly Report on Form 10-Q for~~ Inline XBRL Instance Document – the ~~quarter ended November 30, 2017, formatted~~instance document does not appear in the Interactive Data File because its XBRL ~~(eXtensible Business Reporting Language): (i) Unaudited Condensed Consolidated Statements of Operations for~~tags are embedded within the ~~three months ended November 30, 2017~~Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		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 2016, (ii) Unaudited Condensed Consolidated Balance Sheets as of November 30, 2017 and August 31, 2017, (iii) Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended November 30, 2017 and 2016, (iv) Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended November 30, 2017 and 2016, and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.contained in Exhibit 101)

*Management contract or compensatory plan or arrangement.

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SCHNITZER STEEL INDUSTRIES, INC.

SIGNATURES

Pursuant to the requirements 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.
				(Registrant)

Date:	~~January 9, 2018~~	~~By:~~ July 1, 2020		By:	/s/ Tamara L. Lundgren
					Tamara L. Lundgren
					Chairman, President and Chief Executive Officer

Date:	~~January 9, 2018~~	~~By:~~ July 1, 2020		By:	/s/ Richard D. Peach
					Richard D. Peach
			~~Senior~~		Executive Vice President, Chief Financial Officer and Chief ~~of Corporate Operations~~Strategy Officer



~~OREGON~~		~~93-0341923~~
Oregon	93-0341923
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

299 SW Clay Street, Suite 350, Portland, Oregon	97201
(Address of principal executive offices)	(Zip Code)



x	~~Quarterly Report Pursuant to Section~~ ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of~~ OF THE SECURITIES EXCHANGE ACT OF 1934
	~~For the Quarterly Period Ended November 30, 2017~~



o	~~Transition Report Pursuant to Section~~ ☐ TRANSITION REPORT PURSUANT TO SECTION 13 orOR 15(d) ~~of the Securities Exchange Act of~~ OF THE SECURITIES EXCHANGE ACT OF 1934
	~~For the Transition Period from _______ to_______~~
	~~Commission File Number 0-22496~~



	November 30, 2017			August 31, 2017
Assets
Current assets:
Cash and cash equivalents	$	9,194		$	7,287
Accounts receivable, net of allowance for doubtful accounts of $2,265 and $2,280	144,578			138,998
Inventories	216,365			166,942
Refundable income taxes	692			2,366
Prepaid expenses and other current assets	24,591			22,357
Total current assets	395,420			337,950
Property, plant and equipment, net of accumulated depreciation of $719,192 and $756,494	386,847			390,629
Investments in joint ventures	11,521			11,204
Goodwill	167,203			167,835
Intangibles, net of accumulated amortization of $4,089 and $3,913	4,248			4,424
Other assets	20,674			21,713
Total assets	$	985,913		$	933,755
Liabilities and Equity
Current liabilities:
Short-term borrowings	$	657		$	721
Accounts payable	97,176			94,674
Accrued payroll and related liabilities	23,667			41,593
Environmental liabilities	7,214			2,007
Accrued income taxes	2,177			9
Other accrued liabilities	40,593			37,256
Total current liabilities	171,484			176,260
Deferred income taxes	19,712			19,147
Long-term debt, net of current maturities	184,225			144,403
Environmental liabilities, net of current portion	47,444			46,391
Other long-term liabilities	11,431			10,061
Total liabilities	434,296			396,262
Commitments and contingencies (Note 5)
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, 27,003 and 26,859 shares issued and outstanding	27,003			26,859
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	40,059			38,050
Retained earnings	516,842			503,770
Accumulated other comprehensive loss	(36,920		)	(35,293		)
Total SSI shareholders’ equity	547,184			533,586
Noncontrolling interests	4,433			3,907
Total equity	551,617			537,493
Total liabilities and equity	$	985,913		$	933,755



Balance as of August 31, 2017		Liabilities Established (Released), Net		Payments and Other			Balance as of November 30, 2017		Short-Term		Long-Term
$	48,398	$	7,021	$	(761	)	$	54,658	$	7,214	$	47,444



	Three Months Ended November 30, 2017									Three Months Ended November 30, 2016
	SSI Shareholders’ Equity			Noncontrolling Interests			Total Equity			SSI Shareholders’ Equity			Noncontrolling Interests			Total Equity
Balance - September 1 (Beginning of period)	$	533,586		$	3,907		$	537,493		$	497,721		$	3,711		$	501,432
Net income (loss)	18,364			857			19,221			(1,326		)	618			(708		)
Other comprehensive loss, net of tax	(1,627		)	—			(1,627		)	(1,099		)	—			(1,099		)
Distributions to noncontrolling interests	—			(331		)	(331		)	—			(522		)	(522		)
Restricted stock withheld for taxes	(2,851		)	—			(2,851		)	(3,301		)	—			(3,301		)
Share-based compensation	5,004			—			5,004			3,408			—			3,408
Dividends	(5,292		)	—			(5,292		)	(5,143		)	—			(5,143		)
Balance - November 30 (End of period)	$	547,184		$	4,433		$	551,617		$	490,260		$	3,807		$	494,067



	November 30, 2017			August 31, 2017
Auto and Metals Recycling⁽¹⁾	$	1,331,468		$	1,298,757
Cascade Steel and Scrap⁽¹⁾	703,262			696,269
Total segment assets	2,034,730			1,995,026
Corporate and eliminations⁽²⁾	(1,048,817		)	(1,061,271		)
Total assets	$	985,913		$	933,755