UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the Quarterly Period Ended ~~May 31,~~November 30, 2012



o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the Transition Period from _______ to_______
	Commission File Number 0-22496

SCHNITZER STEEL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)



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

3200 NW Yeon Ave. Portland, OR		97210
(Address of principal executive offices)		(Zip Code)

(503) 224-9900

(Registrant’s telephone number, including area code)

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 or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)



Large accelerated filer	x	Accelerated filer	o	Non-accelerated filer	o	Smaller Reporting company	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 had ~~25,361,995~~25,681,272 shares of Class A common stock, par value of $1.00 per share, and ~~1,450,749~~719,823 shares of Class B common stock, par value of $1.00 per share, outstanding as of ~~June 22, 2012~~January 3, 2013.

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

INDEX



	PAGE
PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Condensed Consolidated Balance Sheets as of ~~May 31,~~November 30, 2012 and August 31, ~~2011~~2012	3

Condensed Consolidated Statements of ~~Income~~Operations for the Three ~~and Nine~~ Months Ended ~~May 31,~~November 30, 2012 and 2011	4

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended November 30, 2012 and 2011	5

Condensed Consolidated Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~May 31,~~November 30, 2012 and 2011	56

Notes to the Unaudited Condensed Consolidated Financial Statements	67

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	1918

Item 3. Quantitative and Qualitative Disclosures About Market Risk	3230

Item 4. Controls and Procedures	3230

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	3331

Item 1A. Risk Factors	33

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~	3531

Item 6. Exhibits	3532

SIGNATURES	3633

Table of Contents

PART I. FINANCIAL INFORMATION


ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except per share amounts)


	May 31, 2012			August 31, 2011		November 30, 2012			August 31, 2012
Assets
Current assets:
Cash and cash equivalents	$	56,470		$	49,462	$	24,404		$	89,863
Accounts receivable, net of allowance for doubtful accounts of $6,755 and $6,148	149,720			229,975
Accounts receivable, net of allowance for doubtful accounts of $1,038 and $4,459						152,860			137,313
Inventories, net	328,057			335,120		302,626			246,992
Deferred income taxes	11,729			11,784		5,458			6,362
Refundable income taxes	12,884			3,541		6,269			7,671
Prepaid expenses and other current assets	30,786			24,117		23,764			28,618
Total current assets	589,646			653,999		515,381			516,819
Property, plant and equipment, net of accumulated depreciation of $518,903 and $471,305	544,973			555,284
Property, plant and equipment, net of accumulated depreciation of $553,099 and $535,728						564,110			564,185
Investments in joint venture partnerships	17,052			17,208		16,339			17,126
Goodwill	627,427			627,805		634,451			635,491
Intangibles, net of accumulated amortization of $17,804 and $20,846	16,634			20,906
Intangibles, net of accumulated amortization of $20,262 and $19,023						14,544			15,778
Other assets	15,431			14,967		14,379			14,174
Total assets	$	1,811,163		$	1,890,169	$	1,759,204		$	1,763,573
Liabilities and Equity
Current liabilities:
Short-term borrowings	$	668		$	643	$	9,169		$	683
Accounts payable	115,575			141,011		97,331			115,007
Accrued payroll and related liabilities	22,504			36,475		19,741			22,130
Environmental liabilities	2,966			2,983		2,261			2,185
Accrued income taxes	9,448			13,833		47			38
Other accrued liabilities	35,514			38,368		37,911			38,799
Total current liabilities	186,675			233,313		166,460			178,842
Deferred income taxes	87,269			85,378		86,068			85,447
Long-term debt, net of current maturities	357,065			403,287		345,797			334,629
Environmental liabilities, net of current portion	45,427			37,872		44,939			44,874
Other long-term liabilities	9,587			10,030		11,585			11,837
Total liabilities	686,023			769,880		654,849			655,629
Commitments and contingencies (Note 8)
Commitments and contingencies (Note 6)
Redeemable noncontrolling interest	19,865			19,053		23,602			22,248
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, 25,095 and 24,241 shares issued and outstanding	25,095			24,241
Class B common stock – 25,000 shares $1.00 par value authorized, 1,790 and 3,060 shares issued and outstanding	1,790			3,060
Class A common stock – 75,000 shares $1.00 par value authorized, 25,684 and 25,219 shares issued and outstanding						25,684			25,219
Class B common stock – 25,000 shares $1.00 par value authorized, 720 and 1,113 shares issued and outstanding						720			1,113
Additional paid-in capital	—			762		3,171			816
Retained earnings	1,080,445			1,065,109		1,049,399			1,056,024
Accumulated other comprehensive income (loss)	(7,526		)	1,540
Accumulated other comprehensive loss						(3,629		)	(2,589		)
Total SSI shareholders’ equity	1,099,804			1,094,712		1,075,345			1,080,583
Noncontrolling interests	5,471			6,524		5,408			5,113
Total equity	1,105,275			1,101,236		1,080,753			1,085,696
Total liabilities and equity	$	1,811,163		$	1,890,169	$	1,759,204		$	1,763,573

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 ~~INCOME~~OPERATIONS

(Unaudited, in thousands, except per share amounts)

Three Months Ended May 31, Nine Months Ended May 31,
2012 2011 2012 2011
Revenues $ 879,865
$ 981,062
$ 2,578,653
$ 2,378,008
Operating expense:
Cost of goods sold 807,980
870,530
2,367,283
2,105,932
Selling, general and administrative 50,148
56,848
158,510
145,757
Income from joint ventures (341 ) (1,648 ) (2,174 ) (3,389 )
Operating income 22,078
55,332
55,034
129,708
Interest expense (2,729 ) (3,127 ) (9,473 ) (4,883 )
Other income (expense), net (154 ) (31 ) 70
3,274
Income from continuing operations before income taxes 19,195
52,174
45,631
128,099
Income tax expense (7,541 ) (18,056 ) (15,870 ) (42,965 )
Income from continuing operations 11,654
34,118
29,761
85,134
Income from discontinued operations, net of tax —
282
—
317
Net income 11,654
34,400
29,761
85,451
Net income attributable to noncontrolling interests (413 ) (1,372 ) (1,875 ) (3,804 )
Net income attributable to SSI $ 11,241
$ 33,028
$ 27,886
$ 81,647
Basic:
Income per share from continuing operations attributable to SSI $ 0.41
$ 1.18
$ 1.01
$ 2.95
Income per share from discontinued operations —
0.01
—
0.01
Net income per share attributable to SSI $ 0.41
$ 1.19
$ 1.01
$ 2.96
Diluted:
Income per share from continuing operations attributable to SSI $ 0.40
$ 1.17
$ 1.00
$ 2.91
Income per share from discontinued operations —
0.01
—
0.01
Net income per share attributable to SSI $ 0.40
$ 1.18
$ 1.00
$ 2.92
Weighted average number of common shares:
Basic 27,531
27,677
27,499
27,622
Diluted 27,795
27,998
27,748
27,952
Dividends declared per common share $ 0.188
$ 0.017
$ 0.222
$ 0.051



	Three Months Ended November 30,
	2012			2011
Revenues	$	592,820		$	812,176
Operating expense:
Cost of goods sold	541,884			742,215
Selling, general and administrative	47,995			55,992
Loss (income) from joint ventures	135			(1,001		)
Restructuring charges	1,593			—
Operating income	1,213			14,970
Interest expense	(2,017		)	(3,271		)
Other income (expense), net	321			(393		)
Income (loss) before income taxes	(483		)	11,306
Income tax expense	(960		)	(3,561		)
Net income (loss)	(1,443		)	7,745
Net income attributable to noncontrolling interests	(228		)	(727		)
Net income (loss) attributable to SSI	$	(1,671	)	$	7,018

Net income (loss) per share attributable to SSI - basic	$	(0.06	)	$	0.26
Net income (loss) per share attributable to SSI - diluted	$	(0.06	)	$	0.25
Weighted average number of common shares:
Basic	26,567			27,451
Diluted	26,567			27,715
Dividends declared per common share	$	0.188		$	0.017

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 INCOME (LOSS)

(Unaudited, in thousands)



	Three Months Ended November 30,
	2012			2011
Net income (loss)	$	(1,443	)	$	7,745
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments⁽¹⁾	(1,258		)	(6,438		)
Cash flow hedges, net⁽²⁾	17			—
Pension obligations, net⁽³⁾	375			67
Total other comprehensive loss, net of tax	(866		)	(6,371		)
Comprehensive income (loss)	(2,309		)	1,374
Less amounts attributable to noncontrolling interests:
Net income attributable to noncontrolling interests	(228		)	(727		)
Foreign currency translation adjustment attributable to redeemable noncontrolling interest	(174		)	(377		)
Total amounts attributable to noncontrolling interests	(402		)	(1,104		)
Comprehensive income (loss) attributable to SSI	$	(2,711	)	$	270

_____________________________


(1)	Net of tax benefit of $(91) and $(468) for each respective period.


(2)	Net of tax expense of $24 and $0 for each respective period.


(3)	Net of tax expense of $216 and $39 for each respective period.

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

(Unaudited, in thousands)


	Nine Months Ended May 31,						Three Months Ended November 30,
	2012			2011			2012			2011
Cash flows from operating activities:
Net income	$	29,761		$	85,451
Adjustments to reconcile net income to cash provided by operating activities:
Net income (loss)							$	(1,443	)	$	7,745
Adjustments to reconcile net income (loss) to cash used in operating activities:
Depreciation and amortization	61,437			53,983			20,899			20,346
Deferred income taxes	5,149			25,764			2,261			906
Undistributed equity in earnings of joint ventures	(2,174		)	(3,389		)	(40		)	(963		)
Share-based compensation expense	7,424			9,454			4,210			4,613
Excess tax benefit from share-based payment arrangements	(511		)	(201		)	—			(413		)
(Gain) loss on disposal of assets	(17		)	934			226			(116		)
Net gain on derivatives	—			(759		)
Unrealized foreign exchange (gain) loss, net	558			(73		)
Bad debt expense, net of recoveries	—			421
Unrealized foreign exchange loss, net							46			272
Bad debt recoveries							(1,573		)	—
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	69,037			(112,906		)	(20,010		)	8,278
Inventories	11,104			(73,304		)	(50,776		)	(74,117		)
Refundable income taxes	(9,344		)	(506		)
Income taxes							903			(20,126		)
Prepaid expenses and other current assets	(3,812		)	(46		)	1,173			(1,148		)
Intangibles and other long-term assets	(263		)	665			298			(1,079		)
Accounts payable	(17,434		)	16,169			(10,429		)	(19,193		)
Accrued payroll and related liabilities	(13,748		)	(1,487		)	(1,950		)	(14,745		)
Other accrued liabilities	1,599			849			(3,687		)	3,452
Accrued income taxes	(4,385		)	7,870
Environmental liabilities	(317		)	218			(74		)	(312		)
Other long-term liabilities	93			(836		)	(303		)	(81		)
Distributed equity in earnings of joint ventures	2,280			4,405			735			525
Net cash provided by operating activities	136,437			12,676
Net cash used in operating activities							(59,534		)	(86,156		)
Cash flows from investing activities:
Capital expenditures	(54,945		)	(74,968		)	(26,675		)	(25,551		)
Acquisitions, net of cash acquired	—			(294,030		)
Joint venture receipts (payments), net	(559		)	(1,316		)
Joint venture receipts, net							222			353
Proceeds from sale of assets	624			437			532			251
Net cash used in investing activities	(54,880		)	(369,877		)	(25,921		)	(24,947		)
Cash flows from financing activities:
Proceeds from line of credit	372,500			436,000			135,500			173,000
Repayment of line of credit	(372,500		)	(433,500		)	(127,000		)	(159,000		)
Borrowings from long-term debt	380,309			788,974			72,742			294,212
Repayment of long-term debt	(425,755		)	(420,851		)	(61,449		)	(214,396		)
Debt financing fees	(1,215		)	(5,309		)
Repurchase of Class A common stock	(14,748		)	—			—			(3,117		)
Taxes paid related to net share settlement of share-based payment arrangements	(1,194		)	(1,893		)	(1,104		)	(840		)
Excess tax benefit from share-based payment arrangements	511			201			—			413
Stock options exercised	608			555
Contributions from noncontrolling interests	2,104			—
Distributions to noncontrolling interests	(3,497		)	(2,101		)
Contingent consideration paid relating to business acquisitions	(4,485		)	—
Contributions from noncontrolling interest							1,970			454
Distributions to noncontrolling interest							(375		)	(1,477		)
Dividends paid	(6,520		)	(1,400		)	—			(468		)
Net cash provided by (used in) financing activities	(73,882		)	360,676
Net cash provided by financing activities							20,284			88,781
Effect of exchange rate changes on cash	(667		)	(1,016		)	(288		)	(151		)
Net increase in cash and cash equivalents	7,008			2,459
Net decrease in cash and cash equivalents							(65,459		)	(22,473		)
Cash and cash equivalents as of beginning of period	49,462			30,342			89,863			49,462
Cash and cash equivalents as of end of period	$	56,470		$	32,801		$	24,404		$	26,989

The accompanying Notes to the Unaudited Condensed Consolidated Financial Statements

are an integral part of these statements.

Table of Contents

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. (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 presentation 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 year ended August 31, ~~2011~~2012. The results for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2012 and 2011 are not necessarily indicative of the results of operations for the entire year.

Accounting Changes

In June 2011, the Financial Accounting Standards Board (“FASB”) issued changes to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. No changes were made to the items that must be reported in other comprehensive income, when an item of other comprehensive income must be reclassified to net income, or to the calculation and presentation of earnings (loss) per share. The Company adopted the new requirement in the first quarter of fiscal 2013 with no impact on the Company’s Unaudited Condensed Consolidated Financial Statements except for the change in presentation. The Company has chosen to present a separate statement of comprehensive income.

Cash and Cash Equivalents

Cash and cash equivalents include short-term securities that are not restricted by third parties and have an original maturity date of 90 days or less. Included in accounts payable are book overdrafts representing outstanding checks in excess of funds on deposit of $3530 million as of ~~May 31,~~November 30, 2012 and $4038 million as of August 31, ~~2011~~2012.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The majority of cash and cash equivalents are maintained with two major financial institutions (Bank of America and Wells Fargo Bank, N.A.). Balances in these institutions exceeded the Federal Deposit Insurance Corporation insured amount of $250,000 as of ~~May 31,~~November 30, 2012. 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, letters of credit, 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 $4054 million and $9037 million of open letters of credit relating to accounts receivable as of ~~May 31,~~November 30, 2012 and August 31, ~~2011~~2012, respectively.

~~Goodwill~~Financial Instruments

~~Goodwill represents the excess of the purchase price over the net amount of identifiable assets acquired~~The Company’s financial instruments include cash and ~~liabilities assumed in a business combination measured at fair value.~~cash equivalents, accounts receivable, accounts payable, debt and derivative contracts. The Company ~~evaluates goodwill for impairment annually during~~uses the ~~second fiscal quarter and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair~~market approach to value of goodwill may be impaired. Impairment of goodwill is tested at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as a ‘component’). The Company has determined that its ~~reporting units for which goodwill has been allocated are equivalent to the Company’s operating segments, as all of the components of each segment have similar economic characteristics.~~

The goodwill impairment test follows a two-step process. In the first step, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of thefinancial assets and liabilities, determined using available market information. For long-term debt, which is primarily at variable interest rates, fair value is estimated using observable inputs (Level 2). The carrying amounts of the ~~reporting unit to determine an implied goodwill~~non-derivative financial instruments approximate fair value. ~~If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess.~~

The Company estimates the fair value of its reporting units using an income approach based on the present value of expected future cash flows, including terminal value, utilizing a market-based weighted average cost of capital determined separately for each reporting unit. The determination of fair value involves the use of significant estimates and assumptions, including revenue growth rates driven by future commodity prices and volume expectations, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates and appropriate discount rates. In addition, to corroborate the reporting units’ valuation, the Company uses a market approach based on earnings multiple data and a reconciliation of the aggregated fair value of the reporting units to the Company’s market capitalization, including consideration of a control premium. The Company believes this reconciliation is consistent with a market participant’s perspective.

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

Fair Value Measurements

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

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities.



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

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. See Note 98 - Redeemable Noncontrolling Interest and Note 11 - Derivative Financial Instruments for further detail.

~~Financial Instruments~~

The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable, debt and derivative contracts. The Company uses the market approach to value its financial assets and liabilities, determined using available market information. For long-term debt, which is primarily at variable interest rates, fair value is estimated using observable inputs (Level 2). The carrying amounts of the non-derivative financial instruments approximate fair value.

Derivatives

The Company records derivative instruments in other assets or other liabilities in the Unaudited Condensed Consolidated Balance Sheets at fair value and changes in the fair value are either recognized in accumulated other comprehensive income (loss) in the Unaudited Condensed Consolidated Balance Sheets or net income (loss) in the Unaudited Condensed Consolidated Statements of ~~Income,~~Operations, as applicable, depending on the nature of the underlying exposure, whether the derivative has been designated as a hedge, and if designated as a hedge, the extent to which the hedge is effective. Amounts included in accumulated other comprehensive income (loss) are reclassified to earnings in the period in which earnings are impacted by the hedged items or in the period that the hedged transaction is deemed no longer likely to occur. For cash flow hedges, a formal assessment is made, both at the hedge’s inception and on an ongoing basis, to determine whether the derivatives that are designated as hedging instruments have been highly effective in offsetting changes in the cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. To the extent the hedge is determined to be ineffective, the ineffective portion is immediately recognized in earnings. When available, quoted market prices or prices obtained through external sources are used to measure a ~~contract’s~~derivative instrument’s fair value. The fair value of these instruments is a function of underlying forward commodity prices, related volatility, counterparty creditworthiness and duration of the contracts. Cash flows from derivatives are recognized in the Unaudited Condensed Consolidated Statements of Cash Flows in a manner consistent with the underlying transactions. See Note 11 - Derivative Financial Instruments.

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

Restructuring Charges

Restructuring charges consist of severance, contract termination and other exit costs. A liability for severance costs is typically recognized when the plan of termination has been communicated to the affected employees and is measured at its fair value at the communication date. Contract termination costs consist primarily of costs that will continue to be incurred under operating leases for their remaining terms without economic benefit to the Company. A liability for contract termination costs is recognized at the date the Company ceases using the rights conveyed by the lease contract and is measured at its fair value, which is determined based on the remaining contractual lease rentals reduced by estimated sublease rentals. A liability for other exit costs is measured at its fair value in the period in which the liability is incurred. See Note 7 - Restructuring Charges for further detail.

Redeemable Noncontrolling Interest

The Company has issued common stock of one of its subsidiaries to a noncontrolling interest holder of that subsidiary that is redeemable both at the option of the holder and upon the occurrence of an event that is not solely within the Company’s control. Since redemption of the noncontrolling interest is outside of the Company’s control, this interest is presented on the Unaudited Condensed Consolidated Balance Sheets in the mezzanine section under the caption ~~“Redeemable~~redeemable noncontrolling interest.” If the interest were to be redeemed, the Company would be required to purchase all of such interest at fair value on the date of redemption. The redeemable noncontrolling interest is presented at the greater of its carrying amount (adjusted for the noncontrolling interest’s share of the allocation of income or loss of the subsidiary, dividends to and contributions from the noncontrolling interest) or its fair value as of each measurement date. Any adjustments to the carrying amount of the redeemable noncontrolling interest for changes in fair value prior to exercise of the redemption option ~~are~~will be recorded to retained earnings. See Note 98 - Redeemable Noncontrolling Interest for further detail.

Reclassifications

Certain prior year amounts have been reclassified within operating expenses and other income (expense) in the Unaudited Condensed Statements of ~~Income~~Operations and cash flows from operating activities in the Unaudited Condensed Statements of Cash Flows to conform to the current ~~year~~period presentation. These changes had no impact on previously reported operating income, net income

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

or net cash ~~provided by~~used in operating activities.



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

Note 2 - Recent Accounting Pronouncements

In June 2011, an accounting standards update was issued regarding the presentation of other comprehensive income in the financial statements. The standard eliminates the option of presenting other comprehensive income as part of the statement of changes in stockholders’ equity and instead requires the entity to present other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This amendment will be effective for the Company for fiscal year 2013 and interim periods therein. The Company currently reports other comprehensive income in the summary of changes in equity and comprehensive income and will be required to update the presentation of comprehensive income to be in compliance with the new standard.

In September 2011, an accounting standards update was issued that simplifies how an entity tests goodwill for impairment by allowing an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The revised standard is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company will adopt this standard for the goodwill impairment test to be performed in fiscal 2013. Upon adoption, this standard will impact how the Company assesses goodwill for impairment but will not change the measurement or recognition of a potential goodwill impairment charge.

In December 2011, an accounting standards update was issued increasing disclosures regarding offsetting assets and liabilities. For financial instruments and derivative instruments, the standard requires disclosure of the gross amounts of recognized assets and liabilities, the amounts offset on the balance sheet, and the amounts subject to the offsetting requirements but not offset on the balance sheet. The standard is effective for the Company for fiscal year 2014 and interim periods therein and is to be applied retrospectively. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial position, results of operations or cash flows.

In July 2012, an accounting standards update was issued that simplifies how an entity tests indefinite-lived intangible assets for impairment by allowing an entity to first assess qualitative factors to determine whether it is necessary to perform the quantitative impairment test. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. The revised standard is effective for annual and interim indefinite-lived intangible asset impairment tests performed for fiscal years beginning after September 15, 2012. The Company intends to early adopt this standard for the annual impairment test to be performed in the second quarter of fiscal 2013. The adoption of this standard is not expected to have a significant impact on the Company’s consolidated financial position, results of operations or cash flows.

Note 3 - Inventories, net

Inventories, net consisted of the following (in thousands):


	May 31, 2012		August 31, 2011		November 30, 2012		August 31, 2012
Processed and unprocessed scrap metal	$	217,506	$	241,093	$	209,067	$	152,930
Semi-finished steel products (billets)	15,119		9,237		4,950		7,328
Finished goods	58,437		54,395		51,797		49,988
Supplies	36,995		30,395		36,812		36,746
Inventories, net	$	328,057	$	335,120	$	302,626	$	246,992

Note 4 - Business Combinations

~~During fiscal~~ ~~2011~~,In December 2012, the Company made the following acquisitions:

The Company acquired substantially all of the assets of Ralph’s Auto Supply (B.C.) Ltd., a used auto parts business with 10four ~~acquisitions accounted~~stores in Richmond and Surrey, British Columbia, which expanded the Auto Parts Business (“APB”)’s presence in Western Canada and is near the Metals Recycling Business’ operations in Surrey, British Columbia.

The Company acquired substantially all of the assets of U-Pick-It, a used auto parts business with two stores in the Kansas City metropolitan area in Missouri and Kansas, which expanded APB’s presence in the Midwestern U.S.

The Company acquired all of the equity interests of Freetown Self Serve Used Auto Parts, LLC, Freetown Transfer Facility, LLC, Millis Used Auto Parts, Inc. and Millis Industries, Inc., which together operated a used auto parts business with two stores in Massachusetts. This acquisition established a new APB presence in the Northeast near our Metals Recycling Business’ operations.

The aggregate consideration paid for ~~as business combinations. The total purchase price of~~ these acquisitions ofwas $~~316~~23 million~~, comprising~~ ~~$294 million~~ ~~in cash and~~ ~~$22 million~~ ~~in non-cash consideration ($20 million~~ ~~in shares~~. As of ~~a subsidiary and~~ ~~$2 million~~ ~~in contingent consideration which was subsequently paid in cash in~~January 8, 2013, the ~~third quarter~~initial accounting for determining the acquisition-date fair value for each major class of ~~fiscal 2012), was allocated to tangible and identifiable intangible~~ assets acquired, including goodwill, and liabilities assumed ~~based on their respective estimated fair values on the date of acquisition. The excess of~~was not yet complete. These acquisitions, individually or in the aggregate, ~~purchase price over~~are not material to the ~~fair value~~Company’s financial position or results of ~~the identifiable net assets acquired of~~ ~~$253 million~~ ~~was recorded as goodwill.~~operations, and thus pro forma information is not presented.

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

~~The following unaudited pro forma financial information represents the combined results of the Company’s operations for the~~ ~~three and nine~~ ~~months ended~~ ~~May 31, 2011, as if all of the fiscal 2011 acquisitions had occurred as of September 1, 2009 (in thousands):~~

Three Months Ended Nine Months Ended
May 31, 2011 May 31, 2011
Revenues $ 991,979
$ 2,458,491
Operating income⁽¹⁾
$ 58,201
$ 149,539
Net income⁽¹⁾
$ 36,309
$ 98,315
Net income attributable to SSI⁽¹⁾
$ 34,617
$ 92,715

~~_____________________________~~



~~(1)~~ Table of Contents	~~Excludes nonrecurring executive compensation paid to the management of acquired companies that will not be incurred in the future.~~SCHNITZER STEEL INDUSTRIES, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

These pro forma results are not necessarily indicative of what actual results would have been had these acquisitions occurred for the periods presented. In addition, the pro forma results are not intended to be a projection of future results and do not reflect any synergies that may be achieved from combining operations.

Note 5 - Goodwill

~~In the second quarter of fiscal 2012, the Company performed its annual goodwill impairment testing by comparing the fair value of each reporting unit with its carrying value, including goodwill.~~

In addition, in the third quarter of fiscal 2012, management identified the combination of a recent but significant decline of the Company’s market capitalization below the carrying value of its net assets, the persistent uncertainty around global macroeconomic conditions and the impact on fiscal 2012 operating results of current challenging market conditions in the industry in which the Company operates as a triggering event requiring an interim impairment test of goodwill.

As a result of both tests, the Company determined that the fair value of each of its reporting units for which goodwill was allocated was in excess of its respective carrying value and the goodwill balance was not impaired.

The determination of fair value of the reporting units used to perform the first step of the impairment test requires judgment and involves significant estimates and assumptions about the expected future cash flows and the impact of market conditions on those assumptions. Future events and changing market conditions, including a sustained decline in the Company’s market capitalization, may lead the Company to reevaluate its assumptions as to future growth rates, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates, appropriate discount rates and other factors that may result in changes in the estimates of discounted future cash flows. Due to the inherent uncertainty associated with forming these estimates, actual results could differ from those estimates.

The gross changes in the carrying amount of goodwill by reporting segment for the ~~nine~~three months ended ~~May 31,~~November 30, 2012 were as follows (in thousands):

Metals Recycling Business Auto Parts Business Total
Balance as of August 31, 2011 $ 464,646
$ 163,159
$ 627,805
Purchase price adjustment 1,540
—
1,540
Purchase accounting adjustments 5,201
541
5,742
Foreign currency translation adjustment (6,631 ) (1,029 ) (7,660 )
Balance as of May 31, 2012 $ 464,756
$ 162,671
$ 627,427



	Metals Recycling Business			Auto Parts Business			Total
Balance as of August 31, 2012	$	471,954		$	163,537		$	635,491
Purchase accounting adjustments	(2		)	—			(2		)
Foreign currency translation adjustment	(904		)	(134		)	(1,038		)
Balance as of November 30, 2012	$	471,048		$	163,403		$	634,451

There were no accumulated goodwill impairment charges as of ~~May 31,~~November 30, 2012.

~~Note 6~~ ~~- Short-Term Borrowings~~

~~The Company has an unsecured, uncommitted~~ ~~$25 million~~ ~~credit line with Wells Fargo Bank, N.A. that expires~~ ~~March 1, 2013. Interest rates are set by the bank at the time of borrowing. The Company had~~ no ~~borrowings outstanding under this facility as of~~ ~~May 31, 2012~~ ~~and~~ ~~August 31, 2011~~. The credit agreement contains various representations and warranties, events of default and financial and other covenants, including covenants regarding maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio.

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

~~Note 7~~ ~~- Long-Term Borrowings~~

In ~~April 2012~~, the Company and certain of its subsidiaries entered into an amendment to its unsecured committed bank credit agreement (“credit agreement”) with Bank of America, N.A. as administrative agent, and other lenders party thereto. The amendment, among other things: (i) increased the aggregate commitment size of the U.S. revolving loans by ~~$50 million~~ ~~such that the credit agreement provides for revolving loans of~~ ~~$670 million~~ ~~and~~ ~~C$30 million; (ii) reduced the applicable margin rates such that the loans outstanding under the credit agreement will bear interest based, at the Company’s option, on either the~~ ~~London Interbank Offered Rate (or the Canadian equivalent)~~ ~~plus a spread of between~~ ~~1.25%~~ ~~and~~ ~~2.25%, with the amount of the spread based on a pricing grid tied to the Company’s leverage ratio, or the~~ ~~greater of the prime rate, the federal funds rate~~ ~~plus~~ ~~0.5%~~ ~~or the~~ ~~British Bankers Association LIBOR Rate~~ ~~plus~~ ~~1.75%; (iii) reduced the rates applicable to commitment fees payable on the unused portion of the credit facility to rates between~~ ~~0.15%~~ ~~and~~ ~~0.35%~~ ~~based on a pricing grid tied to the Company’s leverage ratio; and (iv) extended the maturity date of the revolving loans under the credit agreement from February 2016 to~~ ~~April 2017. Except as modified by the amendment as described above, the terms of the credit agreement remain the same. The Company had borrowings outstanding under the credit facility of~~ ~~$348 million~~ ~~as of~~ ~~May 31, 2012~~ ~~and~~ ~~$393 million~~ ~~as of~~ ~~August 31, 2011~~.

Note 86 - Commitments and Contingencies

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 for the ~~nine~~three months ended ~~May 31,~~November 30, 2012 were as follows (in thousands):


	Balance as of August 31, 2011		Liabilities Established (Released), Net⁽¹⁾		Payments and other		Balance as of May 31, 2012		Short-Term		Long-Term
Reporting Segment													Balance as of August 31, 2012		Liabilities Established (Released), Net		Payments and Other			Balance as of November 30, 2012		Short-Term		Long-Term
Metals Recycling Business	$	25,655	$	6,636	$	69	$	32,360	$	2,412	$	29,948	$	30,859	$	165	$	(124	)	$	30,900	$	1,707	$	29,193
Auto Parts Business	15,200		833		—		16,033		554		15,479		16,200		100		—			16,300		554		15,746
Total	$	40,855	$	7,469	$	69	$	48,393	$	2,966	$	45,427	$	47,059	$	265	$	(124	)	$	47,200	$	2,261	$	44,939

~~_____________________________~~


~~(1)~~	~~During fiscal 2012, the Company recorded~~ ~~$8 million~~ ~~in purchase accounting for environmental liabilities related to properties acquired or leased in connection with business combinations completed in fiscal 2011.~~

Metals Recycling Business (“MRB”)

As of ~~May 31,~~November 30, 2012, MRB had environmental liabilities of $3231 million for the potential remediation of locations where it has conducted business and has environmental liabilities from historical or recent activities.

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 the Site, the parties to be involved, the process to be followed for any cleanup and the allocation of the costs for any cleanup among responsible parties have not yet been determined, but the process of identifying additional PRPs and beginning allocation of costs is underway. 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. While the Company participated in certain preliminary Site study efforts, it is 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 Company has also joined with more than 80 other PRPs, including the LWG, in a voluntary process to establish an allocation of costs at the Site. These parties have selected an allocation team and have entered into an allocation process design agreement. The LWG has also commenced federal court litigation, which has been stayed, seeking to bring additional parties into the allocation process.

In January 2008, the Natural Resource Damages Trustee Council (“Trustees”) for Portland Harbor invited the Company and other PRPs to participate in funding and implementing the Natural Resource Injury Assessment for the Site. Following meetings among the Trustees and the PRPs, a funding and participation agreement was negotiated under which the participating PRPs agreed to

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

fund the first phase of the natural resource damage assessment. The Company joined in that Phase I agreement and paid a portion of those costs. The Company did not participate in funding the second phase of the natural resource damage assessment.



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

On March 30, 2012, the LWG submitted to the EPA and made available on its website a draft feasibility study (“draft FS”) for the Site based on approximately ten years of work and $100 million in costs classified by the LWG as investigation related. The draft FS identifies ten possible remedial alternatives which range in estimated cost from approximately $170 million to $250 million (net present value) for the least costly alternative to approximately $1.08 billion to $1.76 billion (net present value) for the most costly and estimates a range of two to 28 years to implement the remedial work, depending on the selected alternative. The draft FS does not determine who is responsible for remediation costs, define the precise cleanup boundaries or select remedies. The draft FS ~~will be~~is being reviewed, and may be subject to revisions prior to its approval, by the EPA. While the draft FS is an important step in the EPA’s development of a proposed plan for addressing the Site, a final decision on the nature and extent of the required remediation will occur only after the EPA has prepared a proposed plan for public review and issued a record of decision (“ROD”). Currently available information indicates that the EPA does not expect to issue its final ROD selecting a remedy for the Site until at least 2014. Responsibility for implementing and funding EPA’s selected remedy will be determined in a separate allocation process.

Because there has not been a determination of the total cost of the investigations, the remediation that will be required, the amount of natural resource damages or how the costs of the ongoing investigations and any remedy and natural resource damages will be allocated among the PRPs, the Company believes it is not possible to reasonably estimate the amount or range of costs which it is likely or reasonably possible that the Company may incur in connection with the Site, although such costs could be material to the Company’s financial position, results of operations, cash flows orand liquidity. Among the facts currently not known or available 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 and remediation in connection with the Site, although there is no assurance that those policies will cover all of the costs which the Company may incur. The Company previously recorded a liability for its estimated share of the costs of the investigation of $1 million.

The Oregon Department of Environmental Quality is separately providing oversight of voluntary investigations 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) has not yet been determined.

Other MRB Sites

As of ~~May 31,~~November 30, 2012, the Company had environmental liabilities related to various MRB sites other than Portland Harbor of $3130 million. The liabilities relate to the potential future remediation of soil contamination, groundwater contamination and storm water runoff issues and were not individually material at any site. No material environmental compliance enforcement proceedings are currently pending related to these sites.

Auto Parts Business ~~(“APB”)~~

As of ~~May 31,~~November 30, 2012, the Company had environmental liabilities related to various APB sites of $16 million. The liabilities relate to the potential future remediation of soil contamination, groundwater contamination and storm water runoff issues and were not individually material at any site. No material environmental compliance enforcement proceedings are currently pending related to these sites.

Steel Manufacturing Business (“SMB”)

SMB’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 a domestic firm that applies a treatment that allows the EAF dust to be delisted as hazardous waste so it can be disposed of as a non-hazardous solid waste.

SMB 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 950 thousand tons. The permit was first issued in 1998 and was renewed through March 1, 2012. The Company timely filed a renewal application, which allows for existing permit conditions to remain in force until the permit is renewed or a new permit is issued.

SMB had no environmental liabilities as of ~~May 31,~~November 30, 2012.

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

Other than the Portland Harbor Superfund site, which is discussed 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



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

the Unaudited Condensed Consolidated Financial Statements of the Company as a whole. Historically, the amounts the Company has ultimately paid for such remediation activities have not been material in any given period.

In addition, the Company is party to various legal proceedings arising in the normal course of business. Management believes that adequate provisions have been made for these contingencies. The Company does not anticipate that the resolution of legal proceedings arising in the normal course of business will have a material adverse effect on its results of operations, financial condition, or cash flows.

Note 7 - Restructuring Charges

In the fourth quarter of fiscal 2012, the Company undertook a number of restructuring initiatives designed to extract greater synergies from the significant acquisitions and technology investments made in fiscal 2011, realign the Company’s organization to support its future growth and decrease operating expenses by streamlining functions and reducing organizational layers, including achieving greater synergies between MRB and APB. These initiatives are expected to be substantially complete by the end of fiscal 2013.

The Company expects that total pre-tax charges pursuant to these restructuring initiatives will be approximately $11 million. Of this amount, $7 million were incurred through the first quarter of fiscal 2013, with the balance expected to be incurred by the end of fiscal 2013. The Company expects that the vast majority of the restructuring charges will require cash payments.

The following illustrates the reconciliation of the restructuring liability by major type of costs for the three months ended November 30, 2012 (in thousands):



	Balance as of August 31, 2012		Charges		Payments and Other			Balance as of November 30, 2012		Total Charges to Date		Total Expected Charges
Severance costs	$	2,477	$	939	$	(2,548	)	$	868	$	3,680	$	4,000
Contract termination costs	414		5		(59		)	360		445		4,100
Other exit costs	64		649		(693		)	20		2,480		2,600
Total	$	2,955	$	1,593	$	(3,300	)	$	1,248	$	6,605	$	10,700

Restructuring charges by operating segment were as follows (in thousands):



	As of November 30, 2012
		Current Period Charges		Total Charges to Date		Total Expected Charges
Metals Recycling Business		$	550	$	2,209	$	2,400
Auto Parts Business		187		420		600
Unallocated (Corporate)		856		3,976		7,700
Total		$	1,593	$	6,605	$	10,700

Note 98 - Redeemable Noncontrolling Interest

In March 2011, the Company, through a wholly-owned acquisition subsidiary, acquired substantially all of the metals recycling business assets of Amix Salvage & Sales Ltd. As part of the purchase consideration, the Company issued the seller common shares equal to 20% of the issued and outstanding capital stock of the Company’s acquisition subsidiary. Under the terms of an agreement related to the acquisition, the noncontrolling interest holder has the right to require the Company to purchase its ~~20%~~interest in the Company’s acquisition subsidiary for fair value. The noncontrolling interest becomes redeemable within 60 days after the later of (i) the third anniversary of the date of the acquisition and (ii) the date on which certain principals of the minority shareholder are no longer employed by the Company. ~~The~~As of November 30, 2012, the noncontrolling interest was 19% of the outstanding capital stock of the subsidiary and the conditions for redemption ~~of the noncontrolling interest~~ had not been ~~met as of~~ ~~May 31, 2012~~.met.

As of ~~May 31,~~November 30, 2012, the noncontrolling interest was presented at its adjusted carrying value of $2024 million, which approximates its fair value. The Company determines fair value using Level 3 inputs under the fair value hierarchy using an income approach based on a discounted cash flow analysis. The determination of fair value requires management to apply significant judgment in formulating estimates and assumptions used in the discounted cash flow model, including primarily revenue growth



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

rates driven by future commodity prices and volume expectations, operating margins, capital expenditures, working capital requirements, terminal year growth rates and an appropriate discount rate. The present value of future cash flows is determined using a market-based weighted average cost of capital of ~~13.5%~~12.8%, including a subject-company risk premium. The subsidiary is presently undertaking significant investments to install a ~~large-scale~~ shredder and related processing and sorting ~~equipment, and increase shipping capabilities.~~equipment. As a result, projections of future cash flows assume volumes and earnings will grow above historical levels once construction activity is complete and the new equipment is put in service. The terminal year growth rate used in the discounted cash flow model is 2%. The Company also used a market approach based on earnings multiple data to corroborate the fair value estimate of the noncontrolling interest determined using the discounted cash flow model.

Significant increases (decreases) in the revenue growth rate driven by commodity prices and volume expectations and the terminal growth rate would result in a significantly higher (lower) fair value measurement. A significant decrease (increase) in the market-based weighted average cost of capital would result in a significantly higher (lower) fair value measurement.

Following is a reconciliation of the changes in the redeemable noncontrolling interest for the ~~nine~~three months ended ~~May 31,~~November 30, 2012 and 2011 (in thousands):


	2012			2011		2012			2011
Balances - September 1 (Beginning of period)	$	19,053		$	—	$	22,248		$	19,053
Issuance of redeemable noncontrolling interest	—			19,582
Net income (loss) attributable to noncontrolling interest	(569		)	65
Net loss attributable to noncontrolling interest						(442		)	(207		)
Currency translation adjustment	(723		)	—		(174		)	(377		)
Capital contributions from noncontrolling interest holder	2,104			—		1,970			467
Balances - May 31 (End of period)	$	19,865		$	19,647
Balances - November 30 (End of period)						$	23,602		$	18,936

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

Note 109 - Changes in Equity ~~and Comprehensive Income~~

The following is a summary of the changes in equity for the ~~nine~~three months ended ~~May 31,~~November 30, 2012 and 2011 (in thousands):

Fiscal 2012 Fiscal 2011

SSI shareholders’
equity

Noncontrolling
interests

Total
equity

SSI shareholders’
equity

Noncontrolling
interests

Total
equity
Balances - September 1 (Beginning of period) $ 1,094,712
$ 6,524
$ 1,101,236
$ 975,326
$ 4,306
$ 979,632
Net income⁽¹⁾
27,886
2,444
30,330
81,647
3,739
85,386
Other comprehensive income (loss), net of tax⁽²⁾
(9,067 ) —
(9,067 ) 4,463
—
4,463
Distributions to noncontrolling interests —
(3,497 ) (3,497 ) —
(2,101 ) (2,101 )
Share repurchases (14,748 ) —
(14,748 ) —
—
—
Restricted stock withheld for taxes (1,194 ) —
(1,194 ) (1,893 ) —
(1,893 )
Stock options exercised 608
—
608
555
—
555
Share-based compensation 7,574
—
7,574
9,454
—
9,454
Excess tax benefit (deficiency) from stock options exercised and restricted stock units vested 84
—
84
(197 ) —
(197 )
Cash dividends ($0.222 and $0.051 per share) (6,051 ) —
(6,051 ) (1,402 ) —
(1,402 )
Balances - May 31 (End of period) $ 1,099,804
$ 5,471
$ 1,105,275
$ 1,067,953
$ 5,944
$ 1,073,897



	Fiscal 2013									Fiscal 2012
	SSI Shareholders’ Equity			Noncontrolling Interests			Total Equity			SSI Shareholders’ Equity			Noncontrolling Interests			Total Equity
Balances - September 1 (Beginning of period)	$	1,080,583		$	5,113		$	1,085,696		$	1,094,712		$	6,524		$	1,101,236
Net income (loss)⁽¹⁾	(1,671		)	670			(1,001		)	7,018			934			7,952
Other comprehensive loss, net of tax⁽²⁾	(1,040		)	—			(1,040		)	(6,748		)	—			(6,748		)
Distributions to noncontrolling interests	—			(375		)	(375		)	—			(1,477		)	(1,477		)
Share repurchases	—			—			—			(3,117		)	—			(3,117		)
Restricted stock withheld for taxes	(1,104		)	—			(1,104		)	(840		)	—			(840		)
Share-based compensation	4,210			—			4,210			5,210			—			5,210
Excess tax (deficiency) benefit from stock options exercised and restricted stock units vested	(681		)	—			(681		)	413			—			413
Cash dividends ($0.188 and $0.017 per share)	(4,952		)	—			(4,952		)	(463		)	—			(463		)
Balances - November 30 (End of period)	$	1,075,345		$	5,408		$	1,080,753		$	1,096,185		$	5,981		$	1,102,166

_____________________________

(1)

Net income attributable to noncontrolling interests for the ~~nine~~three months ended ~~May 31,~~November 30, 2012 and 2011 excludes net ~~income (loss)~~losses of $~~(569)~~(442) thousand and $65(207) thousand, respectively, allocable to the redeemable noncontrolling interest, which is reported in the mezzanine section of the Unaudited Condensed Consolidated Balance Sheets. See Note 98 - Redeemable Noncontrolling Interest.

(2)

Other comprehensive ~~income (loss),~~loss, net of tax for the ~~nine~~three months ended ~~May 31,~~November 30, 2012 and 2011 excludes $~~723~~(174) thousand and $(377) thousand, respectively, relating to foreign currency translation adjustments for the redeemable noncontrolling interest, which is reported in the mezzanine section of the Unaudited Condensed Consolidated Balance Sheets. See Note 98 - Redeemable Noncontrolling Interest.

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

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

Note 10 - Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive ~~income for the~~ ~~three and nine~~ ~~months ended~~ ~~May 31, 2012~~ ~~and~~ ~~2011~~ ~~were~~loss, net of tax, are as follows (in thousands):

Three Months Ended May 31, Nine Months Ended May 31,
2012 2011 2012 2011
Net income $ 11,654
$ 34,400
$ 29,761
$ 85,451
Other comprehensive income (loss), net of tax:
Change in cumulative currency translation adjustment⁽¹⁾
(5,920 ) 533
(8,449 ) 4,070
Change in net unrealized gain (loss) on cash flow hedges⁽²⁾
(123 ) (18 ) (95 ) 99
Pension obligations, net⁽³⁾
67
120
200
294
Total other comprehensive income (loss), net of tax (5,976 ) 635
(8,344 ) 4,463
Comprehensive income 5,678
35,035
21,417
89,914
Less amounts attributable to noncontrolling interests:
Net income attributable to noncontrolling interests (413 ) (1,372 ) (1,875 ) (3,804 )
Foreign currency translation adjustment attributable to redeemable noncontrolling interest (940 ) —
(723 ) —
Total amounts attributable to noncontrolling interests (1,353 ) (1,372 ) (2,598 ) (3,804 )
Comprehensive income attributable to SSI $ 4,325
$ 33,663
$ 18,819
$ 86,110

~~_____________________________~~


~~(1)~~	~~Net of tax (benefit) expense of~~ ~~$(532)~~, ~~$28~~, ~~$(657)~~ ~~and~~ ~~$980~~ ~~for each respective period.~~


~~(2)~~	~~Net of tax (benefit) expense of~~ ~~$(70)~~, ~~$(9)~~, ~~$(54)~~ ~~and~~ ~~$75~~ ~~for each respective period.~~


~~(3)~~	~~Net of tax expense of~~ ~~$39~~, ~~$71~~, ~~$117~~ ~~and~~ ~~$177~~ ~~for each respective period.~~



	November 30, 2012			August 31, 2012
Foreign currency translation adjustments	$	2,226		$	3,658
Pension obligations, net	(5,731		)	(6,106		)
Cash flow hedges, net	(124		)	(141		)
Total accumulated other comprehensive loss	$	(3,629	)	$	(2,589	)

Note 11 - Derivative Financial Instruments

Foreign Currency Exchange Rate Risk Management

To manage exposure to foreign exchange rate risk, the Company may enter into foreign currency forward contracts to stabilize the U.S. dollar amount of the transaction at settlement. When such contracts are not designated as hedging instruments for accounting purposes, the realized and unrealized gains and losses on settled and unsettled forward contracts measured at fair value are recognized as other income or expense in the Unaudited Condensed Consolidated Statements of Operations.

The Company entered into forward contracts ~~during fiscal 2011~~ to mitigate exposure to exchange rate fluctuations on Euro-denominated fixed asset purchases, which were designated as qualifying cash flow hedges for accounting purposes. These foreign currency forward contracts are measured using forward exchange rates based on observable exchange rates quoted in an active market and are classified as a Level 2 fair value ~~measurement~~measurements under the fair value hierarchy. In the first quarter of fiscal 2012, the Company determined that ~~the~~certain forecasted ~~transaction was~~transactions were no longer probable, de-designated these contracts as hedges and subsequently terminated the contracts. The nominal amount and fair value of ~~these~~ forward contracts, the amounts reclassified from accumulated other comprehensive income (loss) and the realized losses recorded in other income (expense), net ~~during the period~~ were not material to the Unaudited Condensed Consolidated Financial ~~Statements.~~Statements for all periods presented.

~~Note 12~~ ~~- Employee Benefits~~

~~Multiemployer Pension Plans~~

The Company contributes to the Steelworkers Western Independent Shops Pension Plan (“WISPP”) (EIN 90-0169564, Plan No. 001) benefiting the union employees of SMB. The Company is currently negotiating the collective bargaining agreement associated with this plan, which expired on ~~March 31, 2012. This plan had a certified zone status, as required by the Pension Protection Act of 2006, of Red for the plan’s year-end at~~ ~~September 30, 2011. The zone status is based on information the Company received from the plan’s administrator and is certified by the plan’s actuary. Although the plan was~~ ~~77.4%~~ ~~funded as of September 30, 2011, the plan is considered to be in Red Zone because there was a projected deficiency in the funding standard account within one year.~~

~~In 2004, the Internal Revenue Service (“IRS”) approved a~~ ~~seven~~-year extension of the period over which the WISPP may amortize unfunded liabilities, conditioned upon maintenance of certain minimum funding levels. Based on the actuarial valuation for the WISPP as of ~~October 1, 2011, the funded percentage (based on the ratio of the market value of assets to the accumulated benefits liability (present value of accrued benefits)) was~~ ~~65.2%~~, which is below the targeted funding ratio specified in the agreement with the IRS. As a result, the WISPP is in the process of seeking relief from the specified funding requirement from the IRS. If the WISPP cannot obtain relief, revocation by the IRS of the amortization extension retroactively to the 2002 plan year could occur and result in a material liability for the Company’s share of the resulting funding deficiency, the extent of which currently cannot be estimated.

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

Note 1312 - Share-based Compensation

In the first quarter of fiscal ~~2012,~~2013, as part of the annual awards under the Company’s Long-Term Incentive Plan, the Compensation Committee granted ~~143,718~~209,639 restricted stock units (“RSU”) to its key employees and officers under the Company’s 1993 Stock Incentive Plan. The ~~majority of the~~ RSUs have a five-year term and vest 20% per year commencing June 1, ~~2012.~~2013. The ~~estimated~~ fair value of the RSUs granted is based on the market closing price of the underlying Class A common stock on the date of grant and totaled $6 million. The compensation expense associated with the RSUs is recognized over the requisite service period of the awards, net of forfeitures.

In the second quarter of fiscal 2012, the Company granted a deferred stock unit (“DSU”) award to each of its non-employee directors under the Company’s Deferred Compensation Plan for Non-Employee Directors. John Carter, the Company’s Chairman, and Tamara Lundgren, President and Chief Executive Officer, receive compensation pursuant to their employment agreements and do not receive DSUs. One DSU gives the director the right to receive one share of Class A common stock at a future date. The grant included a total of ~~18,202~~ ~~shares that will vest on the day before the Company’s 2013 annual meeting, subject to continued Board service. The total fair value of these awards was not material.~~

Note 1413 - Income Taxes

The effective tax ~~rates~~rate for the Company’s ~~continuing~~ operations for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2012 ~~were~~ ~~39.3%~~ and ~~34.8%~~2011~~, respectively, compared to~~ was ~~34.6%~~(198.8)% and ~~33.5%~~ ~~for the~~ ~~three and nine~~ ~~months ended~~ ~~May 31, 2011~~31.5%, respectively.

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


	Three Months Ended May 31,				Nine Months Ended May 31,				Three Months Ended November 30,
	2012		2011		2012		2011		2012		2011
Federal statutory rate	35.0	%	35.0	%	35.0	%	35.0	%	35.0	%	35.0	%
State taxes, net of credits	(3.3	)	1.7		(2.3	)	1.3		7.1		1.3
Foreign income taxed at different rates	8.8		(0.4	)	3.4		(1.2	)	(1.0	)	(1.6	)
Section 199 deduction	0.5		(0.3	)	(0.6	)	(0.7	)	4.6		(1.7	)
Non-deductible officers’ compensation	2.3		0.3		1.5		0.3		(1.1	)	0.7
Noncontrolling interests	(1.4	)	(0.9	)	(1.9	)	(1.1	)	48.5		(2.0	)
Research and development credits	(4.1	)	—		(1.8	)	—		21.7		—
Foreign interest income	—		—		0.7		—
Valuation allowance on deferred tax assets									(312.1	)	—
Other	1.5		(0.8	)	0.8		(0.1	)	(1.5	)	(0.2	)
Effective tax rate	39.3	%	34.6	%	34.8	%	33.5	%	(198.8	)%	31.5	%



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

In the first quarter of fiscal 2013, the Company recorded an expense of $2 million to recognize a valuation allowance on deferred tax assets of a foreign subsidiary as a result of negative evidence, including recent losses at the subsidiary, outweighing the more subjective positive evidence, thus indicating that it is more likely than not that the associated tax benefit will not be realized in the future.

The Company files federal and state income tax returns in the U.S. and foreign tax returns in Puerto Rico and Canada. The federal statute of limitations has expired for fiscal ~~2007~~2009 and prior years. The ~~Internal Revenue Service is currently examining the Company’s federal income tax returns for fiscal years 2009 and 2010, and~~ Canadian and several state tax authorities are currently examining returns for fiscal years 2005 to 2009.

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

Note 1514 - Net Income (Loss) Per Share

The following table sets forth the information used to compute basic and diluted net income (loss) per share attributable to SSI (in thousands):


	Three Months Ended May 31,						Nine Months Ended May 31,						Three Months Ended November 30,
	2012			2011			2012			2011			2012			2011
Income from continuing operations	$	11,654		$	34,118		$	29,761		$	85,134
Net income (loss)													$	(1,443	)	$	7,745
Net income attributable to noncontrolling interests	(413		)	(1,372		)	(1,875		)	(3,804		)	(228		)	(727		)
Income from continuing operations attributable to SSI	11,241			32,746			27,886			81,330
Income from discontinued operations, net of tax	—			282			—			317
Net income attributable to SSI	$	11,241		$	33,028		$	27,886		$	81,647
Net income (loss) attributable to SSI													(1,671		)	7,018
Computation of shares:
Weighted average common shares outstanding, basic	27,531			27,677			27,499			27,622			26,567			27,451
Incremental common shares attributable to dilutive stock options, performance share awards, DSUs and RSUs	264			321			249			330			—			264
Weighted average common shares outstanding, diluted	27,795			27,998			27,748			27,952			26,567			27,715

Common stock equivalent shares of ~~79,021~~864,874 and ~~89,959~~351,074 were considered antidilutive and were excluded from the calculation of diluted net income (loss) per share for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2012~~, respectively, compared to~~ ~~27,194~~ and ~~48,678~~ ~~common stock equivalent shares, respectively, for the~~ ~~three and nine~~ ~~months ended~~ ~~May 31,~~ 2011., respectively.

Note 1615 - Related Party Transactions

The Company purchases recycled metal from its joint venture operations at prices that approximate fair market value. These purchases totaled $116 million and $1410 million for the three months ended ~~May 31,~~November 30, 2012 and 2011~~, and~~ ~~$34 million~~ ~~and~~ ~~$37 million~~ ~~for the~~ ~~nine~~ ~~months ended May 31, 2012 and~~ ~~2011~~. ~~Advances to (payments from)~~Payments from these joint ventures were less than $1 million for the three months ended ~~May 31,~~November 30, 2012 and 2011~~, respectively, and~~. The Company owed $13 million and~~$(1) million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~May 31, 2012~~ ~~and~~ ~~2011, respectively. The Company owed~~ $2 million to joint ventures as of ~~May 31,~~November 30, 2012 and August 31, ~~2011~~2012.

In November 2010, the Company and a joint venture partner entered into a series of agreements to facilitate the expansion of their joint venture operations in order to increase the flow of scrap into MRB yards. In order to fund this growth, the Company and its joint venture partner each contributed an additional ~~$2 million~~ ~~in equity to the joint venture.~~

In connection with the acquisition of the metals recycling business assets of Amix Salvage & Sales Ltd., in March 2011, the Company entered into a series of agreements to obtain barging and other services and lease property with entities owned by the minority shareholder of the Company’s subsidiary that operates its MRB facilities in Vancouver, British Columbia and Alberta, Canada. The Company paid less than $31 million and $83 million, primarily for barging services, under these agreements for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2012 and 2011, respectively. Amounts payable to entities affiliated with this minority shareholder were less than $1 million as of ~~May 31,~~November 30, 2012 and noAugust 31, 2012 ~~amounts were owed~~.

In connection with the acquisition of a metals recycling business in fiscal 2011, the Company entered into an agreement with the selling parties, one of which is an employee of the Company, whereby the selling parties agreed to indemnify the Company for property improvements in excess of a contractually defined threshold on property owned by the selling parties and leased to the Company. The Company recognized an amount receivable from the selling parties of $1 million as of August 31, ~~2011.~~2012 under the agreement, for which payment was received in the first quarter of fiscal 2013.

Thomas D. Klauer, Jr., President of the Company’s Auto Parts Business, is the sole shareholder of a corporation that is the 25% minority partner in a partnership in which the Company is the 75% partner and which operates five self-service stores in Northern California. Mr. Klauer’s 25% share of the profits of this partnership totaled less than $1 million and $1 million for the three months ended ~~May 31,~~November 30, 2012 and 2011, ~~respectively, and~~ ~~$1 million~~ ~~for the~~ ~~nine~~ ~~months ended~~ ~~May 31, 2012~~ ~~and~~ ~~2011~~.respectively. The ~~Company and a company owned by~~partnership leases properties from entities in which Mr. Klauer ~~jointly own the real property at one of these stores, which is leased to the partnership. Mr. Klauer’s share of the annual rent paid by the partnership is less than~~ ~~$1 million. The term of this lease expires~~has ownership interests under agreements that expire in December 2015~~, and the partnership has the option~~ with options to renew the ~~lease,~~leases, upon ~~its~~ expiration, for multiple ~~five-year~~five-year periods. Rent under the lease is adjusted annually based on the Consumer Price Index. The partnership also leases property owned by Mr. Klauer, through a company of which he is the sole shareholder. The term of this lease expires in ~~December 2015, and the partnership has the option to renew the lease, upon its expiration, for multiple~~ ~~five-year periods. Rent under the lease is adjusted annually based on the Consumer Price Index.~~ The rent paid by the partnership to the entities in which Mr. ~~Klauer’s company for this parcel~~Klauer has ownership interests was less than $1 million for ~~each of~~ the three ~~and nine~~ months ended ~~May 31,~~November 30, 2012 and 2011. ~~In addition, in~~ ~~July 2011, the Company leased a parcel of land in San Jose from a company of which Mr. Klauer is the sole shareholder. The initial term of this lease expired on~~ ~~January 31, 2012, and the Company exercised its option to renew the lease through~~ ~~July 31, 2012. The rent paid to Mr. Klauer’s company for the~~ ~~three and nine~~ ~~months ended~~ ~~May 31, 2012~~ ~~was less than~~ ~~$1 million~~.

1615

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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



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

Certain members of the Schnitzer family own significant interests in, or are related to owners of, MMGL Corp (“MMGL”, formerly known as Schnitzer Investment Corp. ~~(“SIC”~~), which is engaged in the real estate business and was a subsidiary of the Company prior to 1989. ~~SIC~~MMGL is considered a related party for financial reporting purposes. The Company and ~~SIC~~MMGL are both potentially responsible parties with respect to Portland Harbor, which has been designated as a Superfund site since December 2000. The Company and ~~SIC~~MMGL have worked together in response to Portland Harbor matters, and the Company has paid all of the legal and consulting fees for the joint defense, in part due to its environmental indemnity obligation to ~~SIC~~MMGL with respect to the Portland scrap metal operations property. As these costs have increased substantially in the last two years, the Company and ~~SIC~~MMGL have agreed to an equitable cost sharing arrangement with respect to defense costs under which ~~SIC~~MMGL will pay 50% of the legal and consulting costs, net of insurance recoveries. The amounts receivable from (payable to) ~~SIC~~MMGL vary from period to period because of the timing of incurring legal and consulting fees, payments for cost reimbursements and insurance recoveries. Amounts receivable from ~~SIC~~MMGL under this agreement were less than $1 million as of ~~May 31,~~November 30, 2012 and August 31, ~~2011~~2012.

Note 1716 - Segment Information

The accounting standards for reporting information about operating segments define operating segments as components of an enterprise ~~about~~for which ~~separate~~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. The Company’s chief operating decision maker is the Chief Executive Officer. The Company is organized by line of business. While the Chief Executive Officer evaluates results in a number of different ways, the line of business management structure is the primary basis for which the allocation of resources and financial results are assessed. Under the aforementioned criteria, the Company operates in three operating and reporting segments: metal purchasing, processing, recycling and selling (MRB), used auto parts (APB) and mini-mill steel manufacturing (SMB). Additionally, the Company is a noncontrolling partner in joint ventures, which are either in the metals recycling business or are suppliers of unprocessed metal.

MRB buys and processes ferrous and nonferrous metal for sale to foreign and other domestic steel producers or their representatives and to SMB. MRB also purchases ferrous metal from other processors for shipment directly to SMB.

APB purchases used and salvaged vehicles, sells parts from those vehicles through its retail facilities and wholesale operations, and sells the remaining portion of the vehicles to metal recyclers, including MRB.

SMB operates a steel mini-mill that produces a wide range of finished steel products using recycled metal and other raw materials.

Intersegment sales from MRB to SMB are made at rates that approximate export market prices for shipments from the West Coast of the U.S. In addition, the Company has intersegment sales of autobodies from APB to MRB at rates that approximate market prices. These intercompany sales tend to produce intercompany profits which are 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 operating income ~~(loss)~~ to measure segment performance. The Company does not allocate corporate interest income and expense, income taxes, other income and expenses related to corporate activity or corporate expense for management and administrative services that benefit all three segments. In addition, the Company does not allocate restructuring charges to the segment operating income because management does not include this information in its measurement of the performance of the operating segments. Because of this unallocated income and expense, the operating income ~~(loss)~~ of each reporting segment does not reflect the operating income ~~(loss)~~ the reporting segment would ~~have~~report as a stand-alone business. ~~All amounts presented exclude the results of operations of the Company’s discontinued full-service used auto parts operation.~~

1716

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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



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

The table below illustrates the Company’s operating results ~~from continuing operations~~ by reporting segment (in thousands):


	Three Months Ended May 31,						Nine Months Ended May 31,						Three Months Ended November 30,
	2012			2011			2012			2011			2012			2011
Revenues:
Metals Recycling Business:
Revenues	$	786,527		$	879,304		$	2,296,898		$	2,108,040		$	494,461		$	728,438
Less: Intersegment revenues	(51,215		)	(55,934		)	(149,916		)	(126,694		)	(47,255		)	(58,696		)
MRB external customer revenues	735,312			823,370			2,146,982			1,981,346			447,206			669,742
Auto Parts Business:
Revenues	82,936			86,850			245,222			226,063			69,555			84,054
Less: Intersegment revenues	(17,006		)	(20,052		)	(56,599		)	(53,997		)	(15,970		)	(21,522		)
APB external customer revenues	65,930			66,798			188,623			172,066			53,585			62,532
Steel Manufacturing Business:
Revenues	78,623			90,894			243,048			224,596			92,029			79,902
Total revenues	$	879,865		$	981,062		$	2,578,653		$	2,378,008		$	592,820		$	812,176

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


	Three Months Ended May 31,						Nine Months Ended May 31,						Three Months Ended November 30,
	2012			2011			2012			2011			2012			2011
Metals Recycling Business	$	17,817		$	45,693		$	50,868		$	112,918		$	5,654		$	13,099
Auto Parts Business	12,543			17,328			31,693			47,324			6,364			10,442
Steel Manufacturing Business	253			3,485			602			739			3,404			1,218
Segment operating income	30,613			66,506			83,163			160,981			15,422			24,759
Restructuring charges													(1,593		)	—
Corporate and eliminations	(8,535		)	(11,174		)	(28,129		)	(31,273		)	(12,616		)	(9,789		)
Operating income	22,078			55,332			55,034			129,708			1,213			14,970
Interest expense	(2,729		)	(3,127		)	(9,473		)	(4,883		)	(2,017		)	(3,271		)
Other income (expense), net	(154		)	(31		)	70			3,274			321			(393		)
Income from continuing operations before income taxes	$	19,195		$	52,174		$	45,631		$	128,099
Income (loss) before income taxes													$	(483	)	$	11,306

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


	May 31, 2012			August 31, 2011			November 30, 2012			August 31, 2012
Metals Recycling Business⁽¹⁾	$	1,668,574		$	1,668,778		$	1,680,808		$	1,696,296
Auto Parts Business	329,458			304,060			337,734			329,327
Steel Manufacturing Business	325,599			324,596			325,741			322,398
Total segment assets	2,323,631			2,297,434			2,344,283			2,348,021
Corporate and eliminations	(512,468		)	(407,265		)	(585,079		)	(584,448		)
Total assets	$	1,811,163		$	1,890,169		$	1,759,204		$	1,763,573

_____________________________


(1)	MRB total assets include $16 million and $17 million as of ~~May 31,~~November 30, 2012 and August 31, ~~2011~~2012, respectively, for investments in joint venture partnerships.

1817

~~SCHNITZER STEEL INDUSTRIES, INC.~~



Table of Contents	SCHNITZER STEEL INDUSTRIES, INC.


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 ~~May 31,~~November 30, 2012 and 2011. The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended August 31, ~~2011~~2012 and the Unaudited Condensed Consolidated Financial Statements and the related Notes thereto included in Part I, Item 1 of this report.

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” and “SSI” refer to the Company and its consolidated subsidiaries.

Forward-looking statements in this Quarterly Report on Form 10-Q include statements regarding our expectations, intentions, beliefs and strategies regarding the future, including statements regarding trends, cyclicality and changes in the markets we sell into; strategic direction; changes to manufacturing and production processes; the cost of compliance with environmental and other laws; expected tax rates, deductions and credits; the realization of deferred tax assets; planned capital expenditures; liquidity positions; ability to generate cash from ~~continuing~~ operations; the potential impact of adopting new accounting pronouncements; expected results, including pricing, sales volumes and profitability; obligations under our retirement plans; savings or additional costs from business realignment and cost containment programs; and the adequacy of accruals.

When used in this report, the words “believes,” “expects,” “anticipates,” “intends,” “assumes,” “estimates,” “evaluates,” “may,” “could,” “opinions,” “forecasts,” “future,” “forward,” “potential,” “probable,” and similar expressions are intended to identify forward-looking statements.

We may make other forward-looking statements from time to time, including in press releases and 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 of Part I in our Annual Report on Form 10-K for the year ended August 31, ~~2011.~~2012. Examples of these risks include: potential environmental cleanup costs related to the Portland Harbor Superfund site; the impact of general economic conditions; volatile supply and demand conditions affecting prices and volumes in the markets for both our products and raw materials we purchase; difficulties associated with acquisitions and integration of acquired businesses; the impact of goodwill impairment charges; the realization of expected cost reductions related to restructuring initiatives; the inability of customers to fulfill their contractual obligations; 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 the consolidation in the steel industry; the impact of imports of foreign steel into the U.S.; inability to realize expected benefits from investments in technology; freight rates and availability of transportation; product liability claims; costs associated with compliance with environmental regulations; the adverse impact of climate change; inability to obtain or renew business licenses and permits; compliance with greenhouse gas emission regulations; reliance on employees subject to collective bargaining agreements; and the impact of the underfunded status of multiemployer plans in which we participate.

General

Founded in 1906, Schnitzer Steel Industries, Inc., an Oregon corporation, is one of the nation’s largest recyclers of ferrous and nonferrous scrap metal, a leading recycler of used and salvaged vehicles and a manufacturer of finished steel products.

We operate in three reporting segments: the Metals Recycling Business (“MRB”), the Auto Parts Business (“APB”) and the Steel Manufacturing Business (“SMB”), ~~that~~which collectively provide an end-of-life cycle solution for a variety of products through our integrated businesses. We use operating income ~~(loss)~~ to measure our segment’ performance. Restructuring charges are not allocated to segment operating income because we do not include this information in our measurement of the segments’ performance. Corporate expense consists primarily of unallocated expense for management and administrative services that benefit all three reporting segments. As a result of this unallocated expense, the operating income ~~(loss)~~ of each reporting segment does not reflect the operating income ~~(loss)~~ the reporting segment would ~~have~~report as a stand-alone business. For further information regarding our reporting segments,



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see Note 1716 - Segment Information in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.

Our results of operations depend in large part on the demand and prices for recycled metal in foreign and domestic markets and on the ~~domestic~~ supply of ~~scrap metal,~~raw materials, including end-of-life vehicles, available to be processed at our facilities. Our deep water

~~SCHNITZER STEEL INDUSTRIES, INC.~~

port facilities on both the East and West coasts of the U.S. (in Everett, Massachusetts; Providence, Rhode Island; Oakland, California; Portland, Oregon; and Tacoma, ~~Washington; and Providence, Rhode Island)~~Washington) and access to public deep water port facilities (in Kapolei, Hawaii and Salinas, Puerto Rico) allow us to efficiently meet the global demand for ferrous ~~scrap~~recycled metal by shipping bulk cargoes to steel manufacturers located in Europe, Asia, Central America and Africa. Our exports of nonferrous processed ~~scrap~~recycled metal are shipped in containers through various public docks to specialty steelmakers, foundries, aluminum sheet and ingot manufacturers, copper refineries and smelters, brass and bronze ingot manufacturers and wire and cable producers globally. We also transport both ferrous and nonferrous metals by truck and rail 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. ~~In particular, our processing facilities in the Southeastern U.S. also provide efficient access to the automobile and steel manufacturing industries in that region.~~

Executive Overview of Financial Results for the ~~Third~~First Quarter of Fiscal ~~2012~~2013

~~In the third quarter~~We generated consolidated revenues of fiscal 2012, global macroeconomic conditions remained challenging, primarily due to the continued uncertainty regarding the European sovereign debt crisis and the slowdown of economic activity globally. These market conditions contributed to an environment of soft demand for recycled metal$593 million in ~~our export markets.~~

In the ~~third~~first quarter of fiscal ~~2012, we generated consolidated revenues of~~ ~~$880 million~~2013, a decrease of ~~10%~~27% from the $~~981~~812 million of revenues in the ~~third~~first quarter of fiscal ~~2011. The~~2012. This decrease was primarily due to lower ferrous and nonferrous sales volumes and average net selling prices as a result of ~~soft~~weak economic conditions that negatively impacted global demand for recycled metal. In addition, the sluggish U.S. economic growth and the lower price environment adversely impacted the supply of scrap metal.

~~Operating~~The weak global economic conditions and the slowdown of economic activity adversely impacted our results in the first quarter of fiscal 2013, leading to operating income ~~for the quarter decreased by~~of $331 million, orwhich included restructuring charges of $2 million, compared to operating income of ~~60%, to~~ $2215 million ~~when compared with~~in the prior year quarter. ~~Weak~~Selling prices for ferrous recycled metal experienced a sharp decline in the first half of the first quarter of fiscal 2013. In these weak market conditions, ~~including lower than normal spring scrap flows, contributed to~~ purchase ~~prices~~costs for recycled metal ~~and end-of-life vehicles decreasing~~decreased at a slower pace than average net selling prices ~~which led to the~~for shipments resulting in a compression inof operating margins ~~at both MRB and APB~~ compared to the prior year period. This compression was further compounded at MRB by the adverse impact of average inventory costing on costs of goods sold caused by the sharp decline in ferrous recycled metal prices during the quarter. In addition, operating results at MRB and APB were negatively impacted by the reduction in volumes due to the constrained supply of raw materials, including end-of-life vehicles, primarily related to the continued weak domestic economic conditions. This was partially offset by an increase in operating income at SMB primarily as a ~~$7 million, or~~ ~~12%, decrease in our selling,~~result of higher finished steel volumes compared to the first quarter of fiscal 2012. Selling, general and administrative (“SG&A”) expenses decreased by $8 million, or 14%, compared to the ~~third~~first quarter of fiscal ~~2011~~2012 primarily ~~due to~~as a result of the restructuring initiatives and other operating efficiencies initiated in fiscal 2012 and reduced incentive compensation expense of ~~$3 million~~ ~~resulting from~~due to lower financial ~~performance, and a number of operational efficiencies.~~performance.

The following items summarize our consolidated financial results for the ~~third~~first quarter of fiscal ~~2012~~2013:

Revenues of $~~880~~593 million, compared to $~~981~~812 million in the ~~third~~first quarter of fiscal ~~2011~~2012;

Operating income of $221 million, compared to operating income of $5515 million in the ~~third~~first quarter of fiscal ~~2011~~2012;

Net ~~income~~loss attributable to SSI of $112 million, or $~~0.40~~(0.06) per diluted share, compared to net income of $337 million, or $~~1.18~~0.25 per diluted share, in the ~~third~~first quarter of fiscal ~~2011~~2012;

Net cash ~~provided by~~used in operating activities of $~~136~~60 million in the first ~~nine~~three months of fiscal ~~2012,~~2013, compared to $1386 million in the ~~prior year;~~first quarter of fiscal 2012;

Debt, net of cash, of $~~301~~331 million as of ~~May 31,~~November 30, 2012, compared to $~~354~~245 million as of August 31, ~~2011~~2012 (see the reconciliation of Debt, net of cash in Non-GAAP Financial Measures at the end of this Item 2)~~; and~~

~~Repurchases of outstanding shares of our Class A common stock of~~ ~~$12 million~~.

The following items highlight the financial results for our operating segments for the ~~third~~first quarter of fiscal ~~2012:~~2013:

MRB revenues and operating income of $~~787~~494 million and $186 million, respectively, compared to $~~879~~728 million and $4613 million in the ~~third~~first quarter of fiscal ~~2011,~~2012, respectively;

APB revenues and operating income of $8370 million and $136 million, respectively, compared to $8784 million and $1710 million in the ~~third~~first quarter of fiscal ~~2011,~~2012, respectively; and

SMB revenues and operating income of $7992 million and ~~less than~~ $13 million, respectively, compared to $9180 million and $31 million in the ~~third~~first quarter of fiscal ~~2011,~~2012, respectively.

2019

~~SCHNITZER STEEL INDUSTRIES, INC.~~



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Results of Operations


	Three Months Ended May 31,								Nine Months Ended May 31,								Three Months Ended November 30,
($ in thousands)	2012			2011			% Change		2012			2011			% Change		2012			2011			% Change
Revenues:
Metals Recycling Business	$	786,527		$	879,304		(11	)%	$	2,296,898		$	2,108,040		9	%	$	494,461		$	728,438		(32	)%
Auto Parts Business	82,936			86,850			(5	)%	245,222			226,063			8	%	69,555			84,054			(17	)%
Steel Manufacturing Business	78,623			90,894			(14	)%	243,048			224,596			8	%	92,029			79,902			15	%
Intercompany revenue eliminations⁽¹⁾	(68,221		)	(75,986		)	(10	)%	(206,515		)	(180,691		)	14	%	(63,225		)	(80,218		)	(21	)%
Total revenues	879,865			981,062			(10	)%	2,578,653			2,378,008			8	%	592,820			812,176			(27	)%
Cost of goods sold:
Metals Recycling Business	742,356			804,621			(8	)%	2,164,657			1,927,672			12	%	466,587			686,456			(32	)%
Auto Parts Business	57,150			55,393			3	%	172,171			141,032			22	%	50,044			59,460			(16	)%
Steel Manufacturing Business	76,827			85,845			(11	)%	237,408			219,019			8	%	86,944			77,005			13	%
Intercompany cost of goods sold eliminations⁽¹⁾	(68,353		)	(75,329		)	(9	)%	(206,953		)	(181,791		)	14	%	(61,691		)	(80,706		)	(24	)%
Total cost of goods sold	807,980			870,530			(7	)%	2,367,283			2,105,932			12	%	541,884			742,215			(27	)%
SG&A expense:
Selling, general and administrative expense:
Metals Recycling Business	26,611			30,573			(13	)%	83,479			70,963			18	%	22,173			29,865			(26	)%
Auto Parts Business	13,243			14,129			(6	)%	41,358			37,707			10	%	13,147			14,152			(7	)%
Steel Manufacturing Business	1,543			1,564			(1	)%	5,038			4,838			4	%	1,681			1,679			—	%
Corporate⁽²⁾	8,751			10,582			(17	)%	28,635			32,249			(11	)%	10,994			10,296			7	%
Total SG&A expense	50,148			56,848			(12	)%	158,510			145,757			9	%	47,995			55,992			(14	)%
Income from joint ventures:
Loss (income) from joint ventures:
Metals Recycling Business	(257		)	(1,583		)	(84	)%	(2,106		)	(3,513		)	(40	)%	47			(982		)	NM
Change in intercompany profit elimination⁽³⁾	(84		)	(65		)	29	%	(68		)	124			NM		88			(19		)	NM
Total joint venture income	(341		)	(1,648		)	(79	)%	(2,174		)	(3,389		)	(36	)%
Operating income (loss):
Total joint venture loss (income)																	135			(1,001		)	NM
Operating income:
Metals Recycling Business	17,817			45,693			(61	)%	50,868			112,918			(55	)%	5,654			13,099			(57	)%
Auto Parts Business	12,543			17,328			(28	)%	31,693			47,324			(33	)%	6,364			10,442			(39	)%
Steel Manufacturing Business	253			3,485			(93	)%	602			739			(19	)%	3,404			1,218			179	%
Corporate expense	(8,751		)	(10,582		)	(17	)%	(28,635		)	(32,249		)	(11	)%
Change in intercompany profit elimination⁽⁴⁾	216			(592		)	NM		506			976			(48	)%
Segment operating income																	15,422			24,759			(38	)%
Restructuring charges⁽⁴⁾																	(1,593		)	—			NM
Corporate expense⁽²⁾																	(11,144		)	(10,296		)	8	%
Change in intercompany profit elimination⁽⁵⁾																	(1,472		)	507			NM
Total operating income	$	22,078		$	55,332		(60	)%	$	55,034		$	129,708		(58	)%	$	1,213		$	14,970		(92	)%

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NM = Not Meaningful


(1)	MRB sells ferrous recycled ~~ferrous~~ metal to SMB at rates per ton that approximate West Coast U.S. export market prices. In addition, APB sells ~~auto bodies~~ferrous and nonferrous material to MRB. These intercompany revenues and cost of goods sold are eliminated in consolidation.


(2)	Corporate expense consists primarily of unallocated expenses for services that benefit all three reporting segments. As a consequence of this unallocated expense, the operating income of each segment does not reflect the operating income the segment would have as a stand-alone business.

(3)

The joint ventures sell recycled ~~ferrous~~recycled metal to MRB and then subsequently to SMB at rates per ton that approximate West Coast U.S. export market prices. Consequently, these intercompany revenues produce intercompany operating income (loss), which is not recognized until the finished products are sold to third parties; therefore, intercompany profit is eliminated while the products remain in inventory.


(4)	Restructuring charges consist of expense for severance, contract termination and other exit costs that management does not include in its measurement of the performance of the operating segments.


(5)	Intercompany profits are not recognized until the finished products are sold to third parties; therefore, intercompany profit is eliminated while the products remain in inventory.



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Revenues

~~Third~~ ~~quarter of fiscal~~ ~~2012~~ ~~compared with the~~ ~~third~~ ~~quarter of fiscal~~ ~~2011~~

Consolidated revenues in the ~~third~~first quarter of fiscal ~~2012~~2013 were $~~880~~593 million, a decrease of ~~10%~~27% compared to the same period in the prior year. This decrease was primarily due to lower ferrous and nonferrous sales volumes and lower average net selling prices due to ~~soft~~softer global demand for recycled metal resulting from a continued slowdown in global economic growth. In addition, the sluggish U.S. economic growth and the lower price environment adversely impacted the supply of scrap metal compared to the prior year ~~period.~~

~~SCHNITZER STEEL INDUSTRIES, INC.~~

~~First~~ ~~nine~~ ~~months of fiscal~~ ~~2012~~ ~~compared with the first~~ ~~nine~~ ~~months of fiscal~~ ~~2011~~

~~Consolidated revenues in the first~~ ~~nine~~ ~~months of fiscal 2012 were~~ ~~$2.6 billion, an increase of~~ 8% ~~compared~~and contributed to the ~~same period in the prior year. This increase was primarily due to higher~~lower sales volumes in each of our segments mainly as a result of fiscal 2011 acquisitions and improved recovery of nonferrous materials through enhanced processing technologies at MRB. In addition, after experiencing a period of steady growth during most of fiscal 2011, average net selling prices for ferrous recycled metal were 5% ~~higher for the~~ ~~nine~~ ~~months ended~~ ~~May 31, 2012~~ ~~compared to the prior year period despite the significant decline in prices that occurred in the first quarter of fiscal 2012 and the globally weakening market conditions throughout fiscal 2012.~~volumes.

Operating Income

~~Third~~ ~~quarter of fiscal~~ ~~2012~~ ~~compared with the~~ ~~third~~ ~~quarter of fiscal~~ ~~2011~~

~~Consolidated operating income in the~~ ~~third~~ ~~quarter of fiscal 2012 was~~ ~~$22 million, a decrease of~~ ~~60%~~ compared to the same period in the prior year. In the third quarter of fiscal 2012, weak market conditions, including lower than normal spring scrap flows, contributed to purchase prices for recycled metal and end-of-life vehicles decreasing at a slower pace than average net selling prices, which led to the compression in operating margins compared to the prior year period. The prior year comparable period also benefited from rising selling prices that outpaced the increase in raw material costs and led to an expansion in operating margins.

~~This decrease was partially offset by a~~ ~~$7 million, or~~ ~~12%, reduction in SG&A expenses for the~~ ~~third~~ ~~quarter of fiscal 2012 primarily due to reduced incentive compensation expense of~~ ~~$3 million~~ ~~resulting from lower financial performance, and a number of operational efficiencies.~~

~~First~~ ~~nine~~ ~~months of fiscal~~ ~~2012~~ ~~compared with the first~~ ~~nine~~ ~~months of fiscal~~ ~~2011~~

Consolidated operating income in the first ~~nine~~three months of fiscal ~~2012~~2013 was $551 million, ~~a decrease~~compared to operating income of ~~58%~~$15 million ~~compared to the same period in the prior year.~~

~~Despite the increase in sales volumes achieved by each of our segments compared to the same period~~ in the prior year ~~consolidated operating income for the first~~ ~~nine~~ ~~months of fiscal 2012 decreased primarily due to the market deterioration that began in~~period. In the first quarter of fiscal ~~2012 caused mainly by~~2013, selling prices for ferrous recycled metal experienced a sharp decline. As a result of the ~~escalation in the European financial crisis, which resulted in weakening global demand and declining selling prices. In these~~ weak market conditions, purchase costs for recycled metal ~~and end-of-life vehicles~~ decreased at a slower pace than average net selling prices ~~leading to~~for shipments resulting in a compression of operating margins ~~in fiscal 2012~~ compared to the prior year period. ~~While fiscal 2012 has experienced a significant downward trend~~This compression was further compounded at MRB by the adverse impact of average inventory costing on costs of goods sold caused by the sharp decline in recycled recycled metal prices during the quarter. In addition, operating results at MRB and APB were negatively impacted by the reduction in volumes due to the constrained supply of raw materials, including end-of-life vehicles, primarily related to the continued weak domestic economic conditions. This was partially offset by an increase in operating ~~margins within~~income at SMB primarily as a ~~soft selling price environment,~~result of higher finished steel volumes compared to the first quarter of fiscal 2012. While the prior year ~~comparable~~ period ~~reflected~~also experienced a ~~stronger market environment and benefited from rising~~decline in selling prices for recycled ~~metals.~~

~~In addition, SG&A expenses~~metals, operating results for MRB and APB in the first ~~nine~~ ~~months~~quarter of fiscal 2012 ~~increased by~~benefited from higher sales volumes and average net selling prices resulting in less margin compression.

Included in operating results for the ~~$13 million~~first~~, or~~ quarter of fiscal 9%2013~~, primarily due to increased operating~~ was a reduction in SG&A expenses ~~related to fiscal 2011 acquisitions~~ of $8 million, ~~incremental costs associated with additional headcount~~or 14%. The decrease was primarily as a result of the restructuring initiatives and other operating efficiencies initiated in fiscal 2012 and reduced incentive compensation expense due to lower financial performance.

Consolidated operating income in the first quarter of fiscal 2013 included restructuring charges of $2 million consisting of severance, contract termination and other exit costs. These charges related to the restructuring initiatives announced in the fourth quarter of fiscal 2012 designed to extract greater synergies from ~~business~~the significant acquisitions and technology investments made in recent years, achieve further integration between MRB and APB, realign our organization to support future growth and ~~higher~~decrease operating expenses by streamlining functions and reducing organizational layers. These initiatives are expected to lower annual operating costs ~~for professional~~by $25 million, comprising approximately $18 million of selling, general and ~~other third party services. These increases were partially offset~~administrative expense and $7 million of cost of goods sold, and be substantially complete by ~~decreased incentive compensation expenses~~the end of fiscal 2013. Total pre-tax charges pursuant to these restructuring initiatives are expected to amount to $911 million, of which $7 million ~~resulting from lower financial performance. The prior year period also included~~have been recognized to date with the balance expected to be incurred by the end of fiscal 2013. We expect that the vast majority of the restructuring charges will require us to make cash payments.

Following is a ~~benefit~~summary of ~~$6 million~~ ~~from favorable customer contract settlements.~~the restructuring charges incurred in the first quarter of fiscal 2013 by major type of cost and the total charges expected to be incurred pursuant to these restructuring initiatives (in thousands):



	MRB		APB		Corporate		Total charges in the Period		Total Expected Charges
Severance costs	$	521	$	111	$	307	$	939	$	4,000
Contract termination costs	5		—		—		5		4,100
Other exit costs	24		76		549		649		2,600
Total	$	550	$	187	$	856	$	1,593	$	10,700

We do not include restructuring charges in the measurement of the performance of our operating segments.

Interest Expense

Interest expense was $32 million and $93 million for the ~~third~~ ~~quarter and first~~ ~~nine~~three months ~~of fiscal~~ended November 30, 2012 ~~respectively, compared to~~ ~~$3 million~~ and ~~$5 million~~2011 ~~for the same periods in the prior year.~~, respectively. The ~~increase~~decrease in interest expense ~~for the first nine months of fiscal 2012~~ was primarily due to ~~increased~~decreased average borrowings ~~primarily related to our acquisitions in fiscal 2011 and higher average interest rates~~ under our bank credit facilities compared to the prior year period.

~~Other Income (Expense), net~~

~~Other income (expense), net decreased~~ ~~$3 million~~ ~~for the first~~ ~~nine~~ ~~months of fiscal 2012 compared to the same period in the prior year due to~~ ~~$3 million~~ ~~of transaction gains recognized in the prior year relating to foreign currency forward contracts in connection with the acquisition of a business in Canada.~~

Income Tax Expense

Our effective tax ~~rates~~rate for the ~~third~~first quarter ~~and first~~ ~~nine~~ ~~months~~ of fiscal ~~2012~~2013 ~~were~~was an expense of ~~39.3%~~ ~~and~~ ~~34.8%~~198.8%, ~~respectively,~~ compared to ~~34.6%~~31.5% ~~and~~ ~~33.5%, respectively,~~ for the same ~~periods~~period in the prior year. The ~~increase in the~~ effective tax rate ~~for~~in the ~~third~~first quarter of fiscal ~~2012~~2013 was ~~primarily due~~impacted by the near break-even pre-tax results and the recognition of a valuation allowance on deferred tax assets of $2 million. The valuation allowance was recorded on deferred tax assets of a foreign subsidiary as a result of negative evidence, including recent losses at the subsidiary, outweighing the more



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subjective positive evidence, thus indicating that it is more likely than not that the associated tax benefit will not be realized in the future. We will continue to ~~lower financial~~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 income tax expense in ~~foreign operations, which are taxed at more favorable rates.~~ the period we determine that these factors have changed.

The effective tax rate for fiscal ~~2012~~2013 is expected to be approximately ~~34%~~36%., subject to financial performance for the remainder of the year.

~~SCHNITZER STEEL INDUSTRIES, INC.~~

Financial Results by Segment

We operate our business across three reporting segments: MRB, APB and SMB. Additional financial information relating to these reporting segments is contained in Note 1716 - Segment Information in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.

Metals Recycling Business



	Three Months Ended November 30,
($ in thousands, except for prices)	2012		2011			% Change
Ferrous revenues	$	370,476	$	578,024		(36	)%
Nonferrous revenues	116,601		142,290			(18	)%
Other	7,384		8,124			(9	)%
Total segment revenues	494,461		728,438			(32	)%
Cost of goods sold	466,587		686,456			(32	)%
Selling, general and administrative expense	22,173		29,865			(26	)%
Loss (income) from joint ventures	47		(982		)	NM
Segment operating income	$	5,654	$	13,099		(57	)%
Average ferrous recycled metal sales prices ($/LT):⁽¹⁾
Domestic	$	354	$	420		(16	)%
Foreign	$	360	$	436		(17	)%
Average	$	358	$	432		(17	)%
Ferrous sales volume (LT, in thousands):
Domestic	279		319			(13	)%
Foreign	675		913			(26	)%
Total ferrous sales volume (LT, in thousands)	954		1,232			(23	)%
Average nonferrous sales price ($/pound)⁽¹⁾	$	0.95	$	1.00		(5	)%
Nonferrous sales volumes (pounds, in thousands)	118,931		137,243			(13	)%
Outbound freight included in cost of goods sold	$	32,322	$	50,086		(35	)%

Three Months Ended May 31, Nine Months Ended May 31,
($ in thousands, except for prices) 2012 2011 % Change 2012 2011 % Change
Ferrous revenues $ 621,923
$ 702,829
(12 )% $ 1,812,550
$ 1,685,986
8 %
Nonferrous revenues 155,265
167,812
(7 )% 456,552
406,526
12 %
Other 9,339
8,663
8 % 27,796
15,528
79 %
Total segment revenues 786,527
879,304
(11 )% 2,296,898
2,108,040
9 %
Cost of goods sold 742,356
804,621
(8 )% 2,164,657
1,927,672
12 %
SG&A expense 26,611
30,573
(13 )% 83,479
70,963
18 %
Income from joint ventures (257 ) (1,583 ) (84 )% (2,106 ) (3,513 ) (40 )%
Segment operating income $ 17,817
$ 45,693
(61 )% $ 50,868
$ 112,918
(55 )%
Average ferrous recycled metal sales prices ($/LT):⁽¹⁾

Steel Manufacturing Business $ 434
$ 442
(2 )% $ 431
$ 404
7 %
Other domestic $ 402
$ 422
(5 )% $ 412
$ 381
8 %
Foreign $ 427
$ 443
(4 )% $ 428
$ 410
4 %
Average $ 424
$ 440
(4 )% $ 426
$ 406
5 %
Ferrous sales volume (LT, in thousands):
Steel Manufacturing Business 116
122
(5 )% 342
309
11 %
Other domestic 193
200
(4 )% 583
505
15 %
Total domestic 309
322
(4 )% 925
814
14 %
Foreign 1,044
1,142
(9 )% 3,012
2,981
1 %
Total ferrous sales volume (LT, in thousands) 1,353
1,464
(8 )% 3,937
3,795
4 %
Average nonferrous sales price ($/pound)⁽¹⁾
$ 0.97
$ 1.12
(13 )% $ 0.96
$ 1.04
(8 )%
Nonferrous sales volumes (pounds, in thousands) 154,071
144,505
7 % 459,859
377,498
22 %
Outbound freight included in cost of goods sold $ 53,439
$ 63,580
(16 )% $ 151,998
$ 159,476
(5 )%

_____________________________

LT = Long Ton, which is 2,240 pounds


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

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

Revenues

~~Third~~ ~~quarter of fiscal~~ ~~2012~~ ~~compared with~~ ~~third~~ ~~quarter of fiscal~~ ~~2011~~

The decrease in ferrous revenues was due to the combination of lower sales volumes and lower average net selling ~~prices due~~prices. Softer global demand for recycled metal resulting from a continued slowdown in global economic growth compared to ~~soft global demand.~~the prior year quarter contributed to these declines. In addition, the sluggish U.S. economic growth and the lower price environment adversely impacted the supply of scrap metal compared to the prior year and contributed to the lower sales volumes.

The decrease in nonferrous revenues was driven primarily by ~~a decrease in~~the combination of lower sales volumes and lower average net selling prices as a result of the weak market conditions.

~~First~~ ~~nine~~ ~~months of fiscal~~ ~~2012~~ Nonferrous volumes decreased compared ~~with first~~ ~~nine~~ ~~months of fiscal~~ ~~2011~~

~~The increase in ferrous revenues was due~~ to ~~higher average ferrous net selling prices and increased sales volumes. Average net selling prices for ferrous recycled metal were~~ 5% ~~higher for the~~ ~~nine~~ ~~months ended~~ ~~May 31, 2012~~ ~~compared to the prior year period despite the significant pricing decline that occurred in~~ the first quarter of fiscal 2012 ~~and~~despite the ~~globally weakening market conditions throughout fiscal 2012. Ferrous sales volumes increased primarily due to incremental volume from fiscal 2011 acquisitions.~~

~~SCHNITZER STEEL INDUSTRIES, INC.~~

~~The increase in nonferrous revenues was primarily due to increased sales volumes, mainly reflecting incremental volume from fiscal 2011 acquisitions, more nonferrous collection activity and increased~~impact of improved recovery of nonferrous materials processed through our enhanced ~~shredding and sorting~~processing technologies.

Segment Operating Income

~~Third~~ ~~quarter of fiscal~~ ~~2012~~ ~~compared with~~ ~~third~~ ~~quarter of fiscal~~ ~~2011~~

Operating income for the ~~third~~first quarter of fiscal ~~2012~~2013 decreased by ~~61%~~$7 million, or 57%, to $6 million ~~primarily~~compared to the prior year period. The first half of the first quarter of fiscal 2013 included a decline in selling prices for ferrous recycled metal which led to



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an adverse effect of average inventory costing on cost of goods sold. In addition, operating results in the first quarter of fiscal 2013 were negatively impacted by the reduction in volumes as a result of the constrained supply of raw materials primarily related to the continued weak ~~market conditions, including lower than normal spring scrap flows, which contributed to purchase prices for recycled metal decreasing at a slower pace than average net selling prices. This~~domestic economic conditions. The combination of these factors led to a compression in operating margins ~~compared to~~in the first quarter of fiscal 2013. While the prior year ~~period. The prior year comparable~~ period also experienced declining selling prices for recycled metals, MRB’s operating results in the first quarter of fiscal 2012 benefited from ~~rising~~higher sales volumes and higher average net selling prices ~~that outpaced the increase~~resulting in ~~raw material costs and led to an expansion in operating margins.~~less margin compression.

Included in operating income was aan $48 million reduction in SG&A expenses for the ~~third~~first quarter of fiscal ~~2012~~2013 primarily as a result of the restructuring initiatives and other operating efficiencies initiated in fiscal 2012 and reduced incentive compensation expense due to lower financial ~~performance, lower costs for professional services and benefits arising from initiatives to improve operating efficiency.~~

~~First~~ ~~nine~~ ~~months of fiscal~~ ~~2012~~ ~~compared with first~~ ~~nine~~ ~~months of fiscal~~ ~~2011~~

~~Operating income for the first nine months of fiscal 2012 was~~ ~~$51 million, a decrease of~~ ~~55%~~ ~~compared to the same period in the prior year.~~

Operating income for the first nine months of fiscal 2012 decreased primarily as a result of the significant market deterioration that began in the first quarter of fiscal 2012 caused mainly by the escalation in the European financial crisis. This led in the second half of the first quarter to a significant slowdown in customer buying patterns and a rapid but temporary decline in selling prices, which compressed operating margins due to the adverse impact of average inventory costing on cost of goods sold. While selling prices then recovered to a certain extent from the lows of the first quarter of fiscal 2012, the overall selling price environment remained weak due to soft global demand. In these weak market conditions, purchase costs for recycled metal decreased at a slower pace than average net selling prices, which led to a compression in operating margins compared to the prior year period. While fiscal 2012 experienced a significant downward trend in operating margins within a weak selling price environment, the prior year comparable period reflected a stronger market environment and benefited from rising selling prices for recycled metals.

~~In addition, SG&A expenses for the first~~ ~~nine~~ ~~months of fiscal 2012 increased by~~ ~~$13 million~~ ~~primarily due to increased operating expenses related to fiscal 2011 acquisitions of~~ ~~$6 million~~ ~~and incremental costs associated with additional headcount from business growth. These increases were partially offset by a reduction in incentive compensation expenses of~~ ~~$3 million~~ ~~resulting from weaker financial performance in fiscal 2012. The prior year period also included a benefit of~~ ~~$6 million~~ ~~from favorable customer contract settlements.~~performance.

Auto Parts Business


	Three Months Ended May 31,						Nine Months Ended May 31,						Three Months Ended November 30,
($ in thousands)	2012		2011		% Change		2012		2011		% Change		2012		2011		% Change
Revenues	$	82,936	$	86,850	(5	)%	$	245,222	$	226,063	8	%	$	69,555	$	84,054	(17	)%
Cost of goods sold	57,150		55,393		3	%	172,171		141,032		22	%	50,044		59,460		(16	)%
SG&A expense	13,243		14,129		(6	)%	41,358		37,707		10	%
Selling, general and administrative expense													13,147		14,152		(7	)%
Segment operating income	$	12,543	$	17,328	(28	)%	$	31,693	$	47,324	(33	)%	$	6,364	$	10,442	(39	)%
Number of stores at period end	51		50		2	%	51		50		2	%	51		50		2	%
Cars purchased (in thousands)	89		93		(4	)%	258		256		1	%	79		85		(7	)%

Revenues

~~Third~~ ~~quarter of fiscal~~ ~~2012~~ ~~compared with~~ ~~third~~ ~~quarter of fiscal~~ ~~2011~~

The decrease in revenues in the ~~third~~first quarter of fiscal ~~2012~~2013 was primarily due to lower commodity prices and decreased car volumes, ~~and lower commodity prices,~~ both of which adversely impacted ~~scrap~~ferrous and ~~core~~nonferrous sales compared to the prior year period.

~~First~~ ~~nine~~ ~~months of fiscal~~ ~~2012~~ ~~compared with first~~ ~~nine~~ ~~months of fiscal~~ ~~2011~~

~~The increase in revenues in the first~~ ~~nine~~ ~~months of fiscal 2012 was primarily due to higher average selling prices for scrap and core sales as a result of increased average commodity prices compared to the prior year period.~~

~~SCHNITZER STEEL INDUSTRIES, INC.~~

Segment Operating Income

~~Third~~ ~~quarter of fiscal~~ ~~2012~~ ~~compared with~~ ~~third~~ ~~quarter of fiscal~~ ~~2011~~

Operating income for the ~~third~~first quarter of fiscal ~~2012~~2013 decreased by ~~28%~~39% compared to the prior year period primarily due to the compression in operating margins caused by ~~an increase in vehicle~~the adverse impact of lower car volumes on costs of goods sold and by car purchase costs ~~coupled with~~decreasing at a ~~decrease in average~~slower rate than ferrous selling ~~prices for scrap and cores compared to the prior year period.~~

~~First~~ ~~nine~~ ~~months of fiscal~~ ~~2012~~ ~~compared with first~~ ~~nine~~ ~~months of fiscal~~ ~~2011~~
prices.

Operating income ~~for the first~~ ~~nine~~ ~~months of fiscal 2012 decreased~~ ~~33%~~ due to the compression in operating margins caused primarily by higher average vehicle purchase costs which outpaced the increase in average selling prices. The compression in operating margins compared to the prior year period was also exacerbated by market volatility and the sharp but temporary decline in selling prices that occurred in the first quarter of fiscal ~~2012.~~

~~In addition, operating income in the first nine months of fiscal 2012~~2013 reflected ~~higher~~lower SG&A expenses of $41 million primarily ~~due to operating expenses related to fiscal 2011 acquisitions, increased legal expenses and higher advertising costs, which were partially offset by~~as a result of the benefits arising from restructuring initiatives ~~to improve operating efficiency~~ and ~~a reduction in incentive compensation expenses resulting from weaker financial performance in fiscal 2012.~~other operational efficiencies.

Steel Manufacturing Business


	Three Months Ended May 31,								Nine Months Ended May 31,								Three Months Ended November 30,
($ in thousands, except for price)	2012			2011			% Change		2012			2011			% Change		2012			2011			% Change
Revenues	$	78,623		$	90,894		(14	)%	$	243,048		$	224,596		8	%	$	92,029		$	79,902		15	%
Cost of goods sold	76,827			85,845			(11	)%	237,408			219,019			8	%	86,944			77,005			13	%
SG&A expense	1,543			1,564			(1	)%	5,038			4,838			4	%
Selling, general and administrative																	1,681			1,679			—	%
Segment operating income	$	253		$	3,485		(93	)%	$	602		$	739		(19	)%	$	3,404		$	1,218		179	%
Finished steel products average sales price ($/ton)⁽¹⁾	$	734		$	734		—	%	$	727		$	668		9	%	$	680		$	722		(6	)%
Finished steel products sold (tons, in thousands)	103			118			(13	)%	322			315			2	%	130			107			21	%
Rolling mill utilization	54		%	68		%			56		%	56		%			70		%	60		%

_____________________________


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

Revenues

~~Third~~ ~~quarter of fiscal~~ ~~2012~~ ~~compared with~~ ~~third~~ ~~quarter of fiscal~~ ~~2011~~

The ~~decrease~~increase in revenues was primarily due to ~~a decline~~an increase in the volume of finished steel products sold in the ~~third~~first quarter of fiscal ~~2012 mainly~~2013 as a result of ~~weak~~slightly improved demand in our West Coast markets.

~~First~~ ~~nine~~ ~~months of fiscal~~ ~~2012~~ ~~compared with first~~ ~~nine~~ ~~months of fiscal~~ ~~2011~~

The ~~increase in revenues~~impact on revenue from improved volumes was ~~primarily~~partially offset by lower average selling prices for our finished steel products as a result of ~~an improvement~~the declining trend in ~~the average selling price for finished~~global steel ~~products in the first~~ ~~nine~~ months of fiscal 2012 compared to the same period in the prior year. The rise in the average selling price for finished steel products was primarily driven by increased purchase costs of raw materials.prices.



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Segment Operating Income

~~Third~~ ~~quarter of fiscal~~ ~~2012~~ ~~compared with~~ ~~third~~ ~~quarter of fiscal~~ ~~2011~~

The ~~decrease~~increase in operating income for the ~~third~~first quarter of fiscal ~~2012,~~2013 compared to operating income for the same period in the prior year, was primarily due to a lower rolling mill utilization that increased overhead cost per ton which reduced operating margins. The decrease in operating income was also due to a reduction in the volume of finished steel products sold mainly as a result of weak market conditions.

~~First~~ ~~nine~~ ~~months of fiscal~~ ~~2012~~ ~~compared with first~~ ~~nine~~ ~~months of fiscal~~ ~~2011~~

~~Operating results for the first nine months of fiscal 2012 were approximately break-even and similar~~ to the prior year period aswas primarily due to the positive impact of higher ~~product shipments in fiscal 2012 was offset by a slight decrease in~~production volumes on cost of goods sold. In addition, operating ~~margins as a result of higher~~results benefited from raw material ~~purchase prices in~~costs decreasing at a ~~continuing weak market environment.~~faster rate than the average sales price for our finished steel products and a more favorable product mix.

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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 $5624 million and $4990 million as of ~~May 31,~~November 30, 2012 and August 31, ~~2011~~2012, respectively. Cash balances are intended to be used primarily for working capital, capital expenditures, acquisitions, dividends and share repurchases. We use excess cash on hand to reduce amounts outstanding under our credit facilities. As of ~~May 31,~~November 30, 2012, debt, net of cash, was $~~301~~331 million compared to $~~354~~245 million as of August 31, ~~2011~~2012 (refer to Non-GAAP Financial Measures below), ~~a decrease~~an increase of $5386 million primarily as a result of the ~~use of cash generated from operating activities to repay debt.~~increase in our working capital. Our cash balances as of ~~May~~November 30, 2012 and August 31, 2012 ~~and August 31, 2011~~ include $145 million and $1113 million, respectively, which are indefinitely reinvested in Puerto Rico and Canada.

Operating Activities

Net cash ~~provided by~~used in operating activities in the first ~~nine~~three months of fiscal 2013 was $60 million, compared to $86 million in the first three months of fiscal 2012 ~~was~~ ~~$136 million, compared to~~ ~~$13 million~~ ~~in the first~~ ~~nine~~ ~~months of fiscal~~ ~~2011~~.

~~Cash provided by operating activities in the first~~ ~~nine~~ ~~months of fiscal~~ ~~2012~~ ~~included a~~ ~~$69 million~~ ~~decrease in accounts receivable due to the timing of collections and an~~ ~~$11 million~~ ~~decrease in inventory due to lower volumes on hand. Uses of cash included a~~ ~~$17 million~~ ~~decrease in accounts payable and a~~ ~~$14 million~~ ~~decrease in accrued payroll and related liabilities due to the timing of payments.~~

Cash used in operating activities in the first ~~nine~~three months of fiscal ~~2011~~2013 included a $51 million increase in inventory due to higher volumes on hand, a $20 million increase in accounts receivable due to the timing of collections and a $10 million decrease in accounts payable due to the timing of payments.

Cash used in operating activities in the first three months of fiscal 2012 included an increase in inventory of ~~$73~~$74 million due to ~~higher purchase costs for raw materials and~~ higher volumes on hand and ~~an increase~~a decrease of ~~$113~~$19 million in accounts payable due to the timing of payments. Sources of cash included a decrease of $8 million in accounts receivable due to ~~higher sales prices and~~ the timing of collections. ~~Sources of cash included an increase of~~ ~~$16 million~~ ~~in accounts payable due to increases in purchase costs for raw materials and the timing of payments and an increase of~~ ~~$8 million~~ ~~in accrued taxes due to improved financial results.~~

Investing Activities

Net cash used in investing activities in the first ~~nine~~three months of fiscal 2013 was $26 million, compared to $25 million in the first three months of fiscal 2012 ~~was~~ ~~$55 million, compared to~~ ~~$370 million~~ ~~in the first~~ ~~nine~~ ~~months of fiscal~~ ~~2011~~.

Cash used in investing activities in the first ~~nine~~three months of fiscal 2013 and 2012 included $5527 million ~~in capital expenditures to upgrade our equipment~~ and ~~infrastructure.~~

~~Cash used in investing activities in the first~~ ~~nine~~ ~~months of fiscal~~ ~~2011~~ ~~included~~ ~~$294~~$26 million, ~~paid for acquisitions and~~ ~~$75 million~~ respectively, in capital expenditures to upgrade our equipment and infrastructure.

Financing Activities

Net cash ~~used in~~provided by financing activities in the first ~~nine~~three months of fiscal 2013 was $20 million, compared to $89 million in the first three months of fiscal 2012 ~~was~~ ~~$74 million, compared to cash provided by financing activities of~~ ~~$361 million~~ ~~in the first~~ ~~nine~~ ~~months of fiscal~~ ~~2011~~.

~~Cash used in financing activities in the first~~ ~~nine~~ ~~months of fiscal~~ ~~2012~~ ~~included~~ ~~$45 million~~ ~~in net repayments of debt (refer to Non-GAAP Financial Measures below) using cash generated from operations,~~ ~~$15 million~~ ~~for the repurchase of outstanding shares of our Class A common stock and~~ ~~$7 million~~ ~~for cash dividends.~~

Cash provided by financing activities in the first ~~nine~~three months of fiscal ~~2011~~2013 included $~~371~~20 million in net borrowings of debt (refer to Non-GAAP Financial Measures below) ~~which were~~mainly used to support higher working capital requirements.

Cash provided by financing activities in the first three months of fiscal 2012 included $94 million in net borrowings of debt (refer to Non-GAAP Financial Measures below) principally used to support ~~fiscal 2011 acquisitions,~~ higher working capital requirements and ~~capital expenditures.~~$3 million in repurchases of outstanding shares of our Class A common stock.

Credit Facilities

~~In April 2012, we amended and restated our unsecured committed bank~~Our credit agreement (“credit agreement”) with Bank of America, N.A. as administrative agent, and other lenders party thereto. The amendment, among other things: (i) increased the aggregate commitments of the U.S. revolving loans by ~~$50 million~~ ~~such that the credit agreement~~facility, which provides for revolving loans of $670 million and C$30 million~~; (ii) reduced the applicable margin~~, matures in April 2017 pursuant to an unsecured committed bank credit agreement with Bank of America, N.A. as administrative agent, and other lenders party thereto. Interest rates ~~such that the loans~~on outstanding indebtedness under the ~~credit~~ agreement ~~will bear interest~~are based, at our option, on either the London Interbank Offered Rate (or the Canadian equivalent) plus a spread of

~~SCHNITZER STEEL INDUSTRIES, INC.~~

between 1.25% and 2.25%, with the amount of the spread based on a pricing grid tied to our leverage ratio, or the greater of the prime rate, the federal funds rate plus 0.5% or the British Bankers Association LIBOR Rate plus 1.75%~~; (iii) reduced the rates applicable to~~. In addition, annual commitment fees are payable on the unused portion of the credit facility toat rates between 0.15% and 0.35%, based on a pricing grid tied to our leverage ~~ratio; and (iv) extended the maturity date of the revolving loans under the credit agreement from February 2016 to~~ ~~April 2017. Except as modified by the amendment as described above, the terms of the credit agreement remain the same.~~ratio.



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We had borrowings outstanding under the credit facility of $~~348~~337 million as of ~~May 31,~~November 30, 2012 and $~~393~~325 million as of August 31, ~~2011~~2012. The weighted average interest rate on amounts outstanding under this facility was ~~2.02%~~1.80% as of ~~May 31,~~November 30, 2012 and ~~2.48%~~2.06% as of August 31, ~~2011~~2012.

We also have an unsecured, uncommitted $25 million credit line with Wells Fargo Bank, N.A. that expires on March 1, 2013. Interest rates are set by the bank at the time of borrowing. We had noborrowings outstanding of $9 million under this facility as of ~~May 31,~~November 30, 2012 and no borrowings outstanding as of August 31, ~~2011~~2012.

The two bank credit agreements contain various representations and warranties, events of default and financial and other covenants, including covenants regarding maintenance of a minimum fixed charge coverage ratio and a maximum leverage ratio. As of ~~May 31,~~November 30, 2012, we were in compliance with ~~all such~~these covenants. We use these credit facilities to fund working capital requirements, acquisitions, capital expenditures, dividends and share repurchases.

In addition, as of ~~May 31,~~November 30, 2012 and August 31, ~~2011~~2012, we had $8 million of long-term tax-exempt bonds outstanding that mature in January 2021.

~~Acquisitions~~

~~During the first~~ ~~nine~~ ~~months of~~ ~~fiscal 2011, we closed ten acquisitions with an aggregate purchase price of~~ ~~$316 million~~ ~~as we continued to execute our growth strategy. There were no acquisitions in the first~~ ~~nine~~ ~~months of~~ ~~fiscal 2012~~.

Capital Expenditures

Capital expenditures totaled $5527 million for the first ~~nine~~three months of fiscal ~~2012~~2013, compared to $7526 million for the same period in the prior year. During the ~~third~~first quarter of fiscal ~~2012~~2013, we continued our investments in the construction of a new shredder, advanced processing equipment and related infrastructure in Surrey, British Columbia, which is expected to begin operations in fiscal 2013. In addition, we made further ~~improve efficiency and increase capacity,~~ investments in technology to improve the recovery and separation of nonferrous materials from the shredding process and investments in infrastructure to improve efficiency, increase capacity, improve worker safety, ~~and~~ enhance environmental systems and ~~investments in the replacement of existing equipment and infrastructure.~~replace equipment. We expect our investments in capital expenditures to be ~~in a range of~~ ~~$70 million~~up to $90 million in fiscal ~~2012.~~2013.

Dividends

On ~~April 3,~~November 12, 2012, our Board of Directors declared a dividend for the ~~third~~first quarter of fiscal ~~2012~~2013 of $0.1875 per common share, which ~~represents~~equates to an ~~increase in the~~ annual cash dividend toof $0.75 per ~~share from~~common share.

Acquisitions

We continue to expand our presence in the ~~prior annual dividend~~regions in which we operate and in new locations through the acquisition of ~~$0.07 per share. We have~~businesses. In December 2012, we completed the acquisition of four used auto parts facilities in Richmond and Surrey, British Columbia, near our MRB operations in Surrey, British Columbia; two used auto parts facilities located in Kansas and Missouri; and two used auto parts facilities located in Massachusetts near our MRB operations. The acquired facilities will operate under APB’s Pick-N-Pull brand. The aggregate consideration paid ~~a dividend every quarter since becoming a public company~~for these acquisitions was $23 million. See Note 4 - Business Combinations in ~~1993.~~the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.

Environmental Compliance

Our commitment to sustainable recycling and to operating our business in an environmentally responsible manner requires us to continue to invest in facilities that improve our environmental presence in the communities in which we operate. As part of our capital expenditures, we invested $102 million in capital expenditures for environmental projects during the first ~~nine~~three months of fiscal ~~2012~~2013., and plan to invest up to $12 million for such projects in fiscal 2013.

We have been identified by the United States Environmental Protection Agency (“EPA”) as 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”). A group of PRPs is conducting an investigation and study to identify and characterize the contamination at the Site and develop alternative approaches to remediation of the contamination. On March 30, 2012 the group submitted to the EPA a draft feasibility study (“draft FS”) based on approximately ten years of work and $100 million in costs classified as investigation-related. The draft FS identifies ten possible remedial alternatives which range in estimated cost from approximately $170 million to $250 million (net present value) for the least costly alternative to approximately $1.08 billion to $1.76 billion (net present value) for the most costly and estimates a range of two to 28 years to implement the remedial work, depending on the selected alternative. The draft FS does not determine who is responsible for remediation costs, define the precise cleanup boundaries or select remedies. The draft FS ~~will be~~is being reviewed, and may be subject to revisions prior to its approval, by the EPA. A final decision on the nature and extent of the required remediation will occur only after the EPA has prepared a proposed plan for public review

~~SCHNITZER STEEL INDUSTRIES, INC.~~

and issued a record of decision (“ROD”). Currently available information indicates that the EPA does not expect to issue its final ROD selecting a remedy for the Site until at least 2014. Because there has not been a determination of the total cost of



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the investigations, the remediation that will be required, the amount of natural resource damages or how the costs of the ongoing investigations and any remedy and natural resource damages will be allocated among the PRPs, we believe it is not reasonably possible to estimate the amount or range of costs which we are likely or reasonably possible to incur in connection with the Site, although such costs could be material to our financial position, results of operations, future cash flows orand liquidity. Any material liabilities recorded in the future related to the Site could result in our failure to maintain compliance with certain covenants in our debt agreements. Significant cash outflows in the future related to the Site could reduce the amounts available for borrowing that could otherwise be used for investment in capital expenditures, acquisitions, dividends and share repurchases. See Note 86 - Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.

Redeemable Noncontrolling Interest

In March 2011, we issued common stock of one of our subsidiaries to a noncontrolling interest holder of that subsidiary that is redeemable both at the option of the holder and upon the occurrence of an event that is not solely within ~~the Company’s~~our control. Under the terms of an agreement related to the acquisition, the noncontrolling interest ~~owner~~holder has the right to require ~~the Company~~us to purchase its ~~20%~~interest in ~~the Company’s~~our subsidiary for fair value. The noncontrolling interest becomes redeemable within 60 days after the later of (i) the third anniversary of the date of the acquisition and (ii) the date on which certain principals of the minority shareholder are no longer employed by the Company. The conditions for redemption of the noncontrolling interest had not been met as of ~~May 31,~~November 30, 2012. If the interest were to be redeemed, ~~the Company~~we would be required to purchase all of such interest at fair value on the date of redemption. As of ~~May 31,~~November 30, 2012, the fair value of the redeemable noncontrolling interest was $2024 million. See Note 98 - Redeemable Noncontrolling Interest in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.

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 ~~share repurchases, dividends~~ 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 acquisitions, capital expenditures, working capital, dividends, share repurchases, ~~dividends,~~ joint ventures, debt service requirements and environmental obligations. However, in the event of a sustained market deterioration, we may need additional liquidity, which would require us to evaluate available alternatives and take appropriate steps to obtain sufficient additional funds. There can be no assurance 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.

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, ~~2011 as updated in our Quarterly Report on Form 10-Q for the interim period ended November 30, 2011.~~2012.

Our redeemable noncontrolling interest is a potential future obligation for which the exercise date and future fair value are not known and not solely within our control. See Note 98 - Redeemable Noncontrolling Interest in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.

We maintain stand-by letters of credit to provide support for certain obligations, including workers’ compensation and performance bonds. At ~~May 31,~~November 30, 2012, we had $18 million outstanding under these arrangements.

Critical Accounting Policies and Estimates

We reaffirm 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, ~~2011~~2012, with the following changes:

~~SCHNITZER STEEL INDUSTRIES, INC.~~

Goodwill

We evaluate goodwill for impairment annually during the second fiscal quarter and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Impairment of goodwill is tested at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as



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a ‘component’). The Company has determined that its reporting units for which goodwill has been allocated are equivalent to the Company’s operating segments, as all of the components of each segment have similar economic characteristics.

~~The~~When testing goodwill for impairment, we first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative impairment test. If we believe, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test ~~follows a two-step process.~~is required. Otherwise, no further testing is required. In the first step of the quantitative impairment test, the fair value of a reporting unit is compared to its carrying value. If the carrying value of a reporting unit exceeds its fair value, the second step of the impairment test is performed for purposes of measuring the impairment. In the second step, the fair value of the reporting unit is allocated to all of the assets and liabilities of the reporting unit to determine an implied goodwill value. This allocation is similar to a purchase price allocation. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of goodwill, an impairment loss will be recognized in an amount equal to that excess.

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

The determination of fair value using the income approach requires judgment and involves the use of significant estimates and assumptions about expected future cash flows derived from internal forecasts and the impact of market conditions on those assumptions. Critical assumptions primarily include revenue growth rates driven by future commodity prices and volume expectations, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates and appropriate discount rates.

In the third quarter of fiscal 2012, we identified the combination of the then recent but significant decline of the Company’s market capitalization below the carrying value of its net assets, the persistent uncertainty around global macroeconomic conditions and the impact on our fiscal 2012 operating results of current challenging market conditions in our industry as a triggering event requiring an interim impairment test of goodwill. For the APB reporting unit, the calculated fair value using the income approach substantially exceeded its carrying value. For the MRB reporting unit with goodwill of ~~$465~~$465 million, as of May 31, 2012, the calculated fair value exceeded the carrying value by approximately 11%. The projections used in the income approach for MRB took into consideration the current weak market conditions, including the challenging macroeconomic indicators in the markets in which we operate and those where our customers are based, and the cyclical nature of our industry. The projections assumed a gradual recovery of operating margins over a multi-year period, eventually returning to levels of profitability in the range of average historical levels. The market-based WACC used in the income approach for MRB was 11.7%. The terminal year growth rate used in the discounted cash flow model was 2%. Assuming all other components of the fair value estimate were held constant, an increase in the WACC ~~rate~~ in excess of 1% could result in a failure of the Step 1 impairment test for the MRB reporting unit.

We also use a market approach based on earnings multiple data and our Company’s market capitalization to corroborate our reporting units’ valuations. We reconcile the Company’s market capitalization to the aggregated estimated fair value of our reporting units, including consideration of a control premium representing the estimated amount an investor would pay to obtain a controlling interest. The implied control premium resulting from the difference between our market capitalization (based on the average trading price of the Company’s Class A common stock for the two-week period ending May 31, 2012) and the higher aggregated estimated fair value of our reporting units iswas above the historical range of premiums observed in normal market conditions on transactions within the steel making and scrap processing industries and in other comparable sectors. We believe the implied control premium ~~reflects~~reflected the recent impact on our stock price of current depressed market conditions in our industry, weak macroeconomic indicators and the cyclical nature of our business.

We did not identify triggering events during either the fourth quarter of fiscal 2012 or first quarter of fiscal 2013 requiring an interim impairment test of goodwill.

As a result of the inherent uncertainty associated with forming these estimates, actual results could differ from those estimates. Future events and changing market conditions may impact our assumptions as to future revenue growth rates, pace and extent of operating margins’ recovery, market-based WACC ~~rate~~ and other factors that may result in changes in our estimates of future cash flows. Although we believe the assumptions used in testing our reporting units’ goodwill for impairment are reasonable, it is reasonably possible that market and economic conditions deteriorate further, including additional declines in or a lack of long-term recovery of market conditions from current levels, a lack of recovery in our share price from current levels, or an increase in the market-based WACC, ~~rate,~~ among other factors, which could significantly impact our impairment analysis and increase the likelihood of future goodwill impairment charges that, if incurred, could be material to our results of operations and financial position.



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Redeemable Noncontrolling Interest

We have issued common stock of one of our subsidiaries to a noncontrolling interest holder of that subsidiary that is redeemable

~~SCHNITZER STEEL INDUSTRIES, INC.~~

both at the option of the holder and upon the occurrence of an event that is not solely within our control. Since redemption of the noncontrolling interest is outside of our control, this interest is presented on the Consolidated Balance Sheets in the mezzanine section under the caption “Redeemable noncontrolling interest.” If the interest were to be redeemed, we would be required to purchase all of such interest at fair value on the date of redemption. The redeemable noncontrolling interest is presented at the greater of its carrying amount (adjusted for the noncontrolling interest’s share of the allocation of income or loss of the subsidiary, dividends to and contributions from the noncontrolling interest) or its fair value as of each measurement date. Any adjustments to the carrying amount of the redeemable noncontrolling interest for changes in fair value prior to exercise of the redemption option are recorded to retained earnings.

As of ~~May 31,~~November 30, 2012, the noncontrolling interest was presented at its adjusted carrying value of $2024 million, which approximates its fair value. We estimate fair value using Level 3 inputs under the fair value hierarchy based on standard valuation techniques using a discounted cash flow analysis. The determination of fair value requires management to apply significant judgment in formulating estimates and assumptions used in the discounted cash flow model, including primarily revenue growth rates driven by future commodity prices and volume expectations, operating margins, capital expenditures, working capital requirements, terminal growth rates and an appropriate discount rate. The subsidiary is presently undertaking significant investments to install a large-scale shredder and related processing and sorting equipment and increase shipping capabilities. As a result, projections of future cash flows assume volumes to grow above historical levels once construction activity is complete and the new equipment is put in service. The present value of future cash flows are determined using a market-based weighted average cost of capital of ~~13.5%~~12.8%, including a subject-company risk premium. The terminal year growth rate used in the discounted cash flow model is 2%. A 1% increase (decrease) in the discount rate would decrease (increase) the estimated fair value of the redeemable noncontrolling interest by approximately 9%7%. We also used a market approach based on earnings multiple data to corroborate the fair value estimate of the noncontrolling interest determined using the discounted cash flow model. As a result of the inherent uncertainty associated with forming these estimates, including changes in general market conditions, actual results could differ from those estimates which may result in a material change in the fair value of the redeemable noncontrolling interest.

Recently Issued Accounting Standards

For a description of recent accounting pronouncements that may have an impact on our financial condition, results of operations or cash flows, see Note 2 - Recent Accounting Pronouncements in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.

Non-GAAP Financial Measures

Debt, net of cash

Debt, net of cash is the difference between (i) the sum of long-term debt and short-term debt (i.e., total debt) and (ii) cash and cash equivalents. Management believes 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, 2012		August 31, 2011		November 30, 2012		August 31, 2012
Short-term borrowings	$	668	$	643	$	9,169	$	683
Long-term debt, net of current maturities	357,065		403,287		345,797		334,629
Total debt	357,733		403,930		354,966		335,312
Less: cash and cash equivalents	56,470		49,462		24,404		89,863
Total debt, net of cash	$	301,263	$	354,468	$	330,562	$	245,449

Net borrowings (repayments) of debt

Net borrowings (repayments) of debt is the sum of borrowings from long-term debt, repayments of long-term debt, proceeds from line of credit, and repayment of line of credit. Management presents this amount as the net change in the Company’s borrowings (repayments) for the period because it believes it is useful for investors as a meaningful presentation of the change in debt.

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Table of Contents	SCHNITZER STEEL INDUSTRIES, INC.

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


	Nine Months Ended May 31,						Three Months Ended November 30,
	2012			2011			2012			2011
Borrowings from long-term debt	$	380,309		$	788,974		$	72,742		$	294,212
Proceeds from line of credit	372,500			436,000			135,500			173,000
Repayment of long-term debt	(425,755		)	(420,851		)	(61,449		)	(214,396		)
Repayment of line of credit	(372,500		)	(433,500		)	(127,000		)	(159,000		)
Net borrowings (repayments) of debt	$	(45,446	)	$	370,623
Net borrowings of debt							$	19,793		$	93,816

Adjusted net loss and adjusted diluted loss per share

Management presents adjusted net loss attributable to SSI and adjusted diluted loss per share attributable to SSI because it believes these measures provide a meaningful presentation of the Company’s results from its core business operations excluding adjustments for restructuring charges that are not related to the Company’s ongoing core business operations and improves the period-to-period comparability of the Company’s results from its core business operations.

The following is a reconciliation of adjusted net loss attributable to SSI and adjusted diluted loss per share attributable to SSI for the three months ended November 30, 2012 (in thousands, except per share data):



	November 30, 2012
Net loss attributable to SSI:
As reported	$	(1,671	)
Restructuring charges, net of tax	1,055
Adjusted	$	(616	)

Diluted loss per share attributable to SSI:
As reported	$	(0.06	)
Restructuring charges, net of tax, per share	0.04
Adjusted	$	(0.02	)

Management believes 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.

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~~SCHNITZER STEEL INDUSTRIES, INC.~~



Table of Contents	SCHNITZER STEEL INDUSTRIES, INC.


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, ferrous and nonferrous metals, including scrap metal, autobodies 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. 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 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 ~~May 31,~~November 30, 2012, a 10% decrease in the selling price per ton of finished steel products would not have caused an NRV inventory write down at any of ~~approximately~~our operating segments as of ~~$3 million~~ ~~at SMB. A 10% decrease in the selling price of inventory would not have had a material NRV impact on MRB or APB at~~ ~~May 31,~~November 30, 2012.

Interest Rate Risk

There have been no material changes to the Company’s 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, ~~2011~~2012.

Credit Risk

As of ~~May 31,~~November 30, 2012 and August 31, ~~2011~~2012, ~~32%~~37% and ~~44%~~28%, respectively, of our trade accounts receivable balance was covered by letters of credit. Of the remaining balance as of ~~May 31,~~November 30, 2012, ~~92%~~91% was less than 60 days past due, compared to ~~93%~~89% as of August 31, ~~2011~~2012.


ITEM 4.	CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Chief Executive Officer and Chief Financial Officer, has completed an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of ~~May 31,~~November 30, 2012, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

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

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Table of Contents	SCHNITZER STEEL INDUSTRIES, INC.

PART II. OTHER INFORMATION


ITEM 1.	LEGAL PROCEEDINGS

See Note 86 - Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item I, incorporated by reference herein.


ITEM 1A.	RISK FACTORS

There have been no material changes to our risk factors reported or new factors identified since the filing of our Annual Report on Form 10-K for the year ended August 31, ~~2011~~2012, which was filed with the Securities and Exchange Commission on October ~~20, 2011, except for the following:~~25, 2012.

~~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 a potentially responsible party (“PRP”) that owns or operates or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site (the “Site”). The precise nature and extent of any cleanup of the Site, the parties to be involved, the process to be followed for any cleanup and the allocation of the costs for any cleanup among responsible parties have not yet been determined, but the process of identifying additional PRPs and beginning allocation of costs is underway. A group of PRPs is conducting an investigation and study to identify and characterize the contamination at the Site and develop alternative approaches to remediation of the contamination. On March 30, 2012 the group submitted to the EPA a draft feasibility study (“draft FS”) based on approximately ~~ten~~ ~~years of work and~~ ~~$100 million~~ ~~in costs classified as investigation-related. The draft FS identifies~~ ~~ten~~ ~~possible remedial alternatives which range in estimated cost from approximately~~ ~~$170 million~~ to ~~$250 million~~ ~~(net present value) for the least costly alternative to approximately~~ ~~$1.08 billion~~ to ~~$1.76 billion~~ ~~(net present value) for the most costly and estimates a range of~~ ~~two~~ to 28 years to implement the remedial work, depending on the selected alternative. The draft FS does not determine who is responsible for remediation costs, define the precise cleanup boundaries or select remedies. The draft FS will be reviewed, and may be subject to revisions prior to its approval, by the EPA. A final decision on the nature and extent of the required remediation will occur only after the EPA has prepared a proposed plan for public review and issued a record of decision (“ROD”). Currently available information indicates that the EPA does not expect to issue its final ROD selecting a remedy for the Site until at least 2014. Separately, the natural resource damages trustees for the Site are conducting a process to determine the amount of natural resource damages at the Site and identify the persons potentially liable for such damages. It is currently unclear to what extent we will be liable for environmental costs or damages associated with the Site or for natural resource damage claims or third party contribution or damage claims with respect to the Site; however, given the size of the Site, the costs to date of the RI/FS and the nature of the conditions identified to date, the total cost of the investigations, remediation and natural resource damages claims are likely to be substantial. 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, acquisitions, dividends and share repurchases. 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. Because there has not been a determination of the total cost of the investigations, the remediation that will be required, the amount of natural resource damages or how the costs of the ongoing investigations and any remedy and natural resource damages will be allocated among the PRPs, we believe it is not possible to reasonably estimate the amount or range of costs which we are likely or reasonably possible to incur in connection with the Site, although such costs could be material to our financial position, results of operations, cash flows or liquidity. See ~~Note 8~~ ~~- Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report.~~

~~Goodwill impairment charges may adversely affect our financial condition and results of operations~~

We have a substantial amount of goodwill on our balance sheet generated in connection with our acquisition business growth strategy. Goodwill represents the excess purchase price over the net amount of identifiable assets acquired and liabilities assumed in a business combination measured at fair value. We test the goodwill balances allocated to our reporting units for impairment on an annual basis and if events occur or circumstances change that indicate that the fair value of one or more of our reporting units may be below its carrying amount. A decline in the quoted market price of our stock could denote a triggering event indicating that goodwill may be impaired. When testing goodwill for impairment, we determine fair value using an income approach based on the present value of expected future cash flows utilizing a market-based weighted average cost of capital. Given that market prices of our reporting units are not readily available, we make various estimates and assumptions in determining the fair value of the reporting units, including estimating revenue growth rates, operating margins, capital expenditures, working capital requirements, tax rates, terminal growth rates and an appropriate discount rate. We corroborate the reporting units’ valuation using a market approach based on earnings multiple data and a reconciliation of the aggregated fair value of the reporting units to our market capitalization, including consideration of a control premium. Fair value determinations require considerable judgment and are sensitive to inherent uncertainties and changes in the estimates and assumptions described above. A further deterioration of

~~SCHNITZER STEEL INDUSTRIES, INC.~~

market and economic conditions, or a sustained decline in our market capitalization, could significantly impact our goodwill impairment analysis and may result in an impairment charge, which could have a material adverse effect on our financial condition and results of operations. See Critical Accounting Policies and Estimates in Part I, Item 2 of this report.

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

As discussed in Note 12 - Employee Benefits in the Unaudited Condensed Notes to the Consolidated Financial Statements in Part II, Item 8 of this report, we have been notified that the Steelworkers Western Independent Shops Pension Plan (“WISPP”), a multiemployer plan benefiting union employees of SMB, has an accumulated funding deficiency (i.e. a failure to satisfy the minimum funding requirements) and is in a certified Red Zone Status as definedby the Pension Protection Act of 2006 as of the plan’s year-end of September 30, 2011. Because the plan is in Red Zone Status, it is required to adopt a rehabilitation plan, which may involve contribution increases, benefit reductions or a combination of the two. At this time, we are not required to make surcharge payments as we are already signatory to an agreement that requires annual six percent contribution increases. Because we have no current intention of withdrawing from the plan, we have not recognized a withdrawal liability in our consolidated financial statements. However, if such a liability were triggered, it could have a material adverse effect on our results of operations, financial position, liquidity and cash flows. Our contributions to this plan could also increase as a result of a diminished contribution base due to the insolvency or withdrawal of other employers who currently contribute to the plan, the inability or failure of withdrawing employers to pay their withdrawal liability or other funding deficiencies, as we would need to fund the retirement obligations of these employers.

In 2004, the Internal Revenue Service (“IRS”) approved a seven-year extension of the period over which the WISPP may amortize unfunded liabilities, conditioned upon maintenance of certain minimum funding levels. Based on the actuarial valuation for the WISPP as of October 1, 2011, the funded percentage (based on the ratio of the market value of assets to the accumulated benefits liability (present value of accrued benefits)) was 65.2%, which is below the targeted funding ratio specified in the agreement with the IRS. As a result, the WISPP is in the process of seeking relief from the specified funding requirement from the IRS. If the WISPP cannot obtain relief, revocation by the IRS of the amortization extension retroactively to the 2002 plan year could occur and result in a material liability for the Company’s share of the resulting funding deficiency, the extent of which currently cannot be estimated.

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~~SCHNITZER STEEL INDUSTRIES, INC.~~



~~ITEM 2.~~ Table of Contents	~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~SCHNITZER STEEL INDUSTRIES, INC.

~~Issuer Purchases of Equity Securities~~

Pursuant to a share repurchase program as amended in 2001 and 2006, we were authorized to repurchase up to 6 million shares of our Class A common stock when management deems such repurchases to be appropriate. In November 2008, our Board of Directors approved an increase in the shares authorized for repurchase by ~~3 million, to~~ ~~9 million. Prior to the~~ ~~third~~ ~~quarter of fiscal~~ ~~2012, we had repurchased approximately~~ ~~5.9 million~~ ~~shares of our Class A common stock under the program. In the~~ ~~third~~ ~~quarter of fiscal~~ ~~2012, we repurchased~~ ~~424,600~~ ~~shares of our Class A common stock in open-market transactions at a cost of~~ ~~$12 million, leaving approximately~~ ~~2.7 million~~ ~~shares available for repurchase under existing authorizations.~~

~~The table below presents a summary of our share repurchases during the quarter ended~~ ~~May 31, 2012~~:

Period Total Number
of Shares
Purchased Average
Price Paid
per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that may yet be Purchased Under the Plans or Programs
March 1, 2012 – March 31, 2012 —
$ —
—
3,127,981
April 1, 2012 – April 30, 2012 —
—
—
3,127,981
May 1, 2012 – May 31, 2012 424,600
27.36
424,600
2,703,381
Total Third Quarter 424,600

424,600

The share repurchase program does not require us to acquire any specific number of shares, and we may suspend, extend or terminate the program at any time without prior notice and the program may be executed through open-market purchases, privately negotiated transactions or utilizing Rule 10(b)5-1 programs. We evaluate long- and short-range forecasts as well as anticipated sources and uses of cash before determining the course of action that would best enhance shareholder value.


ITEM 6.	EXHIBITS



Exhibit Number	Exhibit Description
*10.1	Form of Restricted Stock Unit Award Agreement under the 1993 Stock Incentive Plan used for awards granted in fiscal 2013.

*10.2	Form of Long-Term Incentive Award Agreement under the 1993 Stock Incentive Plan used for awards granted in fiscal 2012.

*10.3	Amendment No. 1 to Employment Agreement by and between the Registrant and John D. Carter dated as of April 11, 2012, to Second Amended and Restated Credit Agreement, dated as of February 9, 2011, among Schnitzer Steel Industries, Inc., as US Borrower, and Schnitzer Steel BC, Inc., Schnitzer Steel Pacific, Inc., as Canadian Borrowers, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto. Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 16, 2012, and incorporated herein by reference.November 6, 2012.

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	The following financial information from Schnitzer Steel Industries, Inc.’s Quarterly Report on Form 10-Q for the quarter ended ~~May 31,~~November 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Statements of ~~Income~~Operations for the three ~~and nine~~ months ended ~~May 31,~~November 30, 2012 and 2011, (ii) Condensed Consolidated Balance Sheets as of ~~May 31,~~November 30, 2012, and August 31, ~~2011,~~2012, (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended November 30, 2012 and 2011; (iv) Condensed Consolidated Statements of Cash Flows for the ~~nine~~three months ended ~~May 31,~~November 30, 2012 and ~~2011,~~2011; and ~~(iv)~~(v) the Notes to Condensed Consolidated Financial Statements. ⁽¹⁾

*Management contract or compensatory plan or arrangement.

(1) In accordance with Rule 406T of Regulation S-T, the information in these exhibits is furnished and deemed not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Exchange Act of 1934, and otherwise is not subject to liability under these sections and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, except as expressly set forth by the specific reference in such filing.

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Table of Contents	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:	~~June 28, 2012~~January 8, 2013	By:	/s/ Tamara L. Lundgren
			Tamara L. Lundgren
			President and Chief Executive Officer

Date:	~~June 28, 2012~~January 8, 2013	By:	/s/ Richard D. Peach
			Richard D. Peach
			Senior Vice President and Chief Financial Officer

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	Three Months Ended		Nine Months Ended
	May 31, 2011		May 31, 2011
Revenues	$	991,979	$	2,458,491
Operating income⁽¹⁾	$	58,201	$	149,539
Net income⁽¹⁾	$	36,309	$	98,315
Net income attributable to SSI⁽¹⁾	$	34,617	$	92,715



	Fiscal 2012									Fiscal 2011
	SSI shareholders’ equity			Noncontrolling interests			Total equity			SSI shareholders’ equity			Noncontrolling interests			Total equity
Balances - September 1 (Beginning of period)	$	1,094,712		$	6,524		$	1,101,236		$	975,326		$	4,306		$	979,632
Net income⁽¹⁾	27,886			2,444			30,330			81,647			3,739			85,386
Other comprehensive income (loss), net of tax⁽²⁾	(9,067		)	—			(9,067		)	4,463			—			4,463
Distributions to noncontrolling interests	—			(3,497		)	(3,497		)	—			(2,101		)	(2,101		)
Share repurchases	(14,748		)	—			(14,748		)	—			—			—
Restricted stock withheld for taxes	(1,194		)	—			(1,194		)	(1,893		)	—			(1,893		)
Stock options exercised	608			—			608			555			—			555
Share-based compensation	7,574			—			7,574			9,454			—			9,454
Excess tax benefit (deficiency) from stock options exercised and restricted stock units vested	84			—			84			(197		)	—			(197		)
Cash dividends ($0.222 and $0.051 per share)	(6,051		)	—			(6,051		)	(1,402		)	—			(1,402		)
Balances - May 31 (End of period)	$	1,099,804		$	5,471		$	1,105,275		$	1,067,953		$	5,944		$	1,073,897



Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that may yet be Purchased Under the Plans or Programs
March 1, 2012 – March 31, 2012	—	$	—	—	3,127,981
April 1, 2012 – April 30, 2012	—	—		—	3,127,981
May 1, 2012 – May 31, 2012	424,600	27.36		424,600	2,703,381
Total Third Quarter	424,600			424,600