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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had ~~27,247,009~~27,311,089 shares of Class A common stock, par value of $1.00 per share, and 200,000 shares of Class B common stock, par value of $1.00 per share, outstanding as of June ~~27, 2022.~~23, 2023.

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

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

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

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


	May 31, 2022			August 31, 2021			May 31, 2023			August 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	16,125		$	27,818		$	4,511		$	43,803
Accounts receivable, net of allowance for credit losses of $1,556 and $1,566		283,819			214,098
Accounts receivable, net of allowance for credit losses of $1,513 and $1,566								297,444			237,654
Inventories		439,704			256,427			298,979			315,189
Refundable income taxes		1,285			837			2,298			1,696
Prepaid expenses and other current assets		46,992			43,934			56,143			73,044
Total current assets		787,925			543,114			659,375			671,386
Property, plant and equipment, net of accumulated depreciation of $847,366 and $837,293		629,104			562,674
Property, plant and equipment, net of accumulated depreciation of $894,216 and $855,032								697,396			664,120
Operating lease right-of-use assets		127,311			131,221			118,399			122,413
Investments in joint ventures		13,461			12,844			10,120			12,841
Goodwill		254,511			170,304			268,595			255,198
Intangibles, net of accumulated amortization of $6,219 and $3,846		26,199			3,980
Intangibles, net of accumulated amortization of $10,927 and $7,256								34,055			26,155
Deferred income taxes		24,988			27,561			22,695			24,598
Other assets		48,942			42,665			55,793			49,886
Total assets	$	1,912,441		$	1,494,363		$	1,866,428		$	1,826,597
Liabilities and Equity
Current liabilities:
Short-term borrowings	$	5,764		$	3,654		$	6,724		$	6,041
Accounts payable		223,816			179,917			209,795			217,689
Accrued payroll and related liabilities		56,681			69,622			29,018			59,702
Environmental liabilities		11,600			24,743			11,521			13,031
Operating lease liabilities		21,964			21,417			20,357			21,660
Accrued income taxes		10,140			3,521			1,074			3,856
Other accrued liabilities		50,898			49,976			63,667			59,594
Total current liabilities		380,863			352,850			342,156			381,573
Deferred income taxes		62,133			40,593			61,761			63,328
Long-term debt, net of current maturities		316,108			71,299			344,084			242,521
Environmental liabilities, net of current portion		54,950			52,385			54,340			55,469
Operating lease liabilities, net of current maturities		106,745			113,165			98,175			101,651
Other long-term liabilities		23,772			24,292			26,320			23,581
Total liabilities		944,571			654,584			926,836			868,123
Commitments and contingencies (Note 5)
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:
Preferred stock – 20,000 shares $1.00 par value authorized, NaN issued		0			0
Class A common stock – 75,000 shares $1.00 par value authorized, 27,247 and 27,332 shares issued and outstanding		27,247			27,332
Preferred stock – 20,000 shares $1.00 par value authorized, none issued								—			—
Class A common stock – 75,000 shares $1.00 par value authorized, 27,311 and 26,747 shares issued and outstanding								27,311			26,747
Class B common stock – 25,000 shares $1.00 par value authorized, 200 and 200 shares issued and outstanding		200			200			200			200
Additional paid-in capital		34,426			49,074			23,287			22,975
Retained earnings		936,060			793,712			925,399			941,146
Accumulated other comprehensive loss		(34,245	)		(34,554	)		(40,185	)		(37,089	)
Total SSI shareholders’ equity		963,688			835,764			936,012			953,979
Noncontrolling interests		4,182			4,015			3,580			4,495
Total equity		967,870			839,779			939,592			958,474
Total liabilities and equity	$	1,912,441		$	1,494,363		$	1,866,428		$	1,826,597

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


	Three Months Ended May 31,						Nine Months Ended May 31,						Three Months Ended May 31,						Nine Months Ended May 31,
	2022			2021			2022			2021			2023			2022			2023			2022
Revenues	$	1,010,087		$	820,718		$	2,591,403		$	1,912,936		$	809,610		$	1,010,087		$	2,164,293		$	2,591,403
Operating expense:
Cost of goods sold		834,375			678,297			2,188,158			1,585,416			713,685			834,375			1,946,633			2,188,158
Selling, general and administrative		77,672			61,887			194,020			165,935			68,527			77,672			196,712			194,020
(Income) from joint ventures		(762	)		(950	)		(1,589	)		(2,131	)		(285	)		(762	)		(1,386	)		(1,589	)
Asset impairment charges		932			—			932			—			—			932			—			932
Restructuring charges and other exit-related activities		26			104			52			982			169			26			2,589			52
Operating income		97,844			81,380			209,830			162,734			27,514			97,844			19,745			209,830
Interest expense		(2,223	)		(1,383	)		(5,496	)		(4,387	)		(5,146	)		(2,223	)		(13,378	)		(5,496	)
Other loss, net		(34	)		(114	)		(136	)		(521	)		(1,306	)		(34	)		(5,289	)		(136	)
Income from continuing operations before income taxes		95,587			79,883			204,198			157,826			21,062			95,587			1,078			204,198
Income tax expense		(20,037	)		(14,401	)		(43,207	)		(31,589	)		(7,221	)		(20,037	)		(676	)		(43,207	)
Income from continuing operations		75,550			65,482			160,991			126,237			13,841			75,550			402			160,991
Loss from discontinued operations, net of tax		(46	)		(46	)		(46	)		(58	)		(233	)		(46	)		(78	)		(46	)
Net income		75,504			65,436			160,945			126,179			13,608			75,504			324			160,945
Net income attributable to noncontrolling interests		(870	)		(1,801	)		(2,497	)		(3,852	)		(148	)		(870	)		(299	)		(2,497	)
Net income attributable to SSI shareholders	$	74,634		$	63,635		$	158,448		$	122,327		$	13,460		$	74,634		$	25		$	158,448

Net income per share attributable to SSI shareholders:
Basic:
Income per share from continuing operations	$	2.65		$	2.27		$	5.63		$	4.38		$	0.49		$	2.65		$	—		$	5.63
Net income per share	$	2.65		$	2.27		$	5.63		$	4.38		$	0.48		$	2.65		$	—		$	5.63
Diluted:
Income per share from continuing operations	$	2.52		$	2.16		$	5.33		$	4.23		$	0.48		$	2.52		$	—		$	5.33
Net income per share	$	2.52		$	2.15		$	5.33		$	4.22		$	0.47		$	2.52		$	—		$	5.33
Weighted average number of common shares:
Basic		28,143			28,047			28,161			27,948			28,114			28,143			27,980			28,161
Diluted		29,625			29,543			29,741			28,963			28,659			29,625			28,646			29,741

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


	Common Stock																Accumulated												Common Stock																Accumulated
	Class A						Class B				Additional						Other			Total SSI									Class A						Class B				Additional						Other			Total SSI
Three Months Ended May 31, 2022	Shares			Amount			Shares		Amount		Paid-in Capital			Retained Earnings			Comprehensive Loss			Shareholders' Equity			Noncontrolling Interests			Total Equity			Shares			Amount			Shares		Amount		Paid-in Capital			Retained Earnings			Comprehensive Loss			Shareholders’ Equity			Noncontrolling Interests			Total Equity
Balance as of March 1, 2022		27,433		$	27,433			200	$	200	$	40,821		$	866,776		$	(34,438	)	$	900,792		$	3,857		$	904,649			27,433		$	27,433			200	$	200	$	40,821		$	866,776		$	(34,438	)	$	900,792		$	3,857		$	904,649
Net income		—			—			—		—		—			74,634			—			74,634			870			75,504			—			—			—		—		—			74,634			—			74,634			870			75,504
Other comprehensive income, net of tax		—			—			—		—		—			—			193			193			—			193			—			—			—		—		—			—			193			193			—			193
Distributions to noncontrolling interests		—			—			—		—		—			—			—			—			(545	)		(545	)		—			—			—		—		—			—			—			—			(545	)		(545	)
Share repurchases		(244	)		(244	)		—		—		(9,749	)		—			—			(9,993	)		—			(9,993	)		(244	)		(244	)		—		—		(9,749	)		—			—			(9,993	)		—			(9,993	)
Issuance of restricted stock		89			89			—		—		(89	)		—			—			—			—			—			89			89			—		—		(89	)		—			—			—			—			—
Restricted stock withheld for taxes		(31	)		(31	)		—		—		(1,395	)		—			—			(1,426	)		—			(1,426	)		(31	)		(31	)		—		—		(1,395	)		—			—			(1,426	)		—			(1,426	)
Share-based compensation cost		—			—			—		—		4,838			—			—			4,838			—			4,838			—			—			—		—		4,838			—			—			4,838			—			4,838
Dividends ($0.1875 per common share)		—			—			—		—		—			(5,350	)		—			(5,350	)		—			(5,350	)		—			—			—		—		—			(5,350	)		—			(5,350	)		—			(5,350	)
Balance as of May 31, 2022		27,247		$	27,247			200	$	200	$	34,426		$	936,060		$	(34,245	)	$	963,688		$	4,182		$	967,870			27,247		$	27,247			200	$	200	$	34,426		$	936,060		$	(34,245	)	$	963,688		$	4,182		$	967,870

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


	Common Stock																Accumulated												Common Stock																Accumulated
	Class A						Class B				Additional						Other			Total SSI									Class A						Class B				Additional						Other			Total SSI
Nine Months Ended May 31, 2021	Shares			Amount			Shares		Amount		Paid-in Capital			Retained Earnings			Comprehensive Loss			Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance as of September 1, 2020		26,899		$	26,899			200	$	200		36,616		$	649,863		$	(36,871	)	$	676,707		$	3,729		$	680,436
Nine Months Ended May 31, 2022																													Shares			Amount			Shares		Amount		Paid-in Capital			Retained Earnings			Comprehensive Loss			Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance as of September 1, 2021																														27,332		$	27,332			200	$	200	$	49,074		$	793,712		$	(34,554	)	$	835,764		$	4,015		$	839,779
Net income		—			—			—		—		—			122,327			—			122,327			3,852			126,179			—			—			—		—		—			158,448			—			158,448			2,497			160,945
Other comprehensive income, net of tax		—			—			—		—		—			—			6,140			6,140			—			6,140			—			—			—		—		—			—			309			309			—			309
Distributions to noncontrolling interests		—			—			—		—		—			—			—			—			(3,029	)		(3,029	)		—			—			—		—		—			—			—			—			(2,330	)		(2,330	)
Share repurchases		—			—			—		—		—			—			—			—			—			—			(444	)		(444	)		—		—		(17,414	)		—			—			(17,858	)		—			(17,858	)
Issuance of restricted stock		644			644			—		—		(644	)		—			—			—			—			—			568			568			—		—		(568	)		—			—			—			—			—
Restricted stock withheld for taxes		(220	)		(220	)		—		—		(5,215	)		—			—			(5,435	)		—			(5,435	)		(209	)		(209	)		—		—		(10,794	)		—			—			(11,003	)		—			(11,003	)
Share-based compensation cost		—			—			—		—		14,220			—			—			14,220			—			14,220			—			—			—		—		14,128			—			—			14,128			—			14,128
Dividends ($0.5625 per common share)		—			—			—		—		—			(15,928	)		—			(15,928	)		—			(15,928	)		—			—			—		—		—			(16,100	)		—			(16,100	)		—			(16,100	)
Balance as of May 31, 2021		27,323		$	27,323		200		$	200	$	44,977		$	756,262		$	(30,731	)	$	798,031		$	4,552		$	802,583
Balance as of May 31, 2022																														27,247		$	27,247		200		$	200	$	34,426		$	936,060		$	(34,245	)	$	963,688		$	4,182		$	967,870


	Common Stock																Accumulated												Common Stock																Accumulated
	Class A						Class B				Additional						Other			Total SSI									Class A						Class B				Additional						Other			Total SSI
Nine Months Ended May 31, 2022	Shares			Amount			Shares		Amount		Paid-in Capital			Retained Earnings			Comprehensive Loss			Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance as of September 1, 2021		27,332		$	27,332			200	$	200	$	49,074		$	793,712		$	(34,554	)	$	835,764		$	4,015		$	839,779
Nine Months Ended May 31, 2023																													Shares			Amount			Shares		Amount		Paid-in Capital			Retained Earnings			Comprehensive Loss			Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance as of September 1, 2022																														26,747		$	26,747			200	$	200	$	22,975		$	941,146		$	(37,089	)	$	953,979		$	4,495		$	958,474
Net income		—			—			—		—		—			158,448			—			158,448			2,497			160,945			—			—			—		—		—			25			—			25			299			324
Other comprehensive income, net of tax		—			—			—		—		—			—			309			309			—			309
Other comprehensive loss, net of tax																														—			—			—		—		—			—			(3,096	)		(3,096	)		—			(3,096	)
Distributions to noncontrolling interests		—			—			—		—		—			—			—			—			(2,330	)		(2,330	)		—			—			—		—		—			—			—			—			(1,214	)		(1,214	)
Share repurchases		(444	)		(444	)		—		—		(17,414	)		—			—			(17,858	)		—			(17,858	)
Issuance of restricted stock		568			568			—		—		(568	)		—			—			—			—			—			846			846			—		—		(846	)		—			—			—			—			—
Restricted stock withheld for taxes		(209	)		(209	)		—		—		(10,794	)		—			—			(11,003	)		—			(11,003	)		(282	)		(282	)		—		—		(7,329	)		—			—			(7,611	)		—			(7,611	)
Share-based compensation cost		—			—			—		—		14,128			—			—			14,128			—			14,128			—			—			—		—		8,487			—			—			8,487			—			8,487
Dividends ($0.5625 per common share)		—			—			—		—		—			(16,100	)		—			(16,100	)		—			(16,100	)		—			—			—		—		—			(15,772	)		—			(15,772	)		—			(15,772	)
Balance as of May 31, 2022		27,247		$	27,247			200	$	200	$	34,426		$	936,060		$	(34,245	)	$	963,688		$	4,182		$	967,870
Balance as of May 31, 2023																														27,311		$	27,311			200	$	200	$	23,287		$	925,399		$	(40,185	)	$	936,012		$	3,580		$	939,592

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


	Nine Months Ended May 31,						Nine Months Ended May 31,
	2022			2021			2023			2022
Cash flows from operating activities:
Net income	$	160,945		$	126,179		$	324		$	160,945
Adjustments to reconcile net income to cash provided by operating activities:
Asset impairment charges		932			—			5,455			932
Exit-related asset impairments								254			—
Depreciation and amortization		54,566			43,621			66,390			54,566
Inventory write-downs		3,199			—			575			3,199
Deferred income taxes		23,851			11,393			(933	)		23,851
Undistributed equity in earnings of joint ventures		(1,589	)		(2,131	)		(1,386	)		(1,589	)
Share-based compensation expense		14,046			13,987			8,438			14,046
Loss (gain) on disposal of assets, net		1,192			(48	)
Loss on disposal of assets, net								10			1,192
Unrealized foreign exchange loss, net		193			137			126			193
Credit loss, net		17			21			195			17
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		(43,340	)		(133,164	)		(71,016	)		(43,340	)
Inventories		(164,196	)		(92,114	)		23,215			(164,196	)
Income taxes		8,843			18,932			(2,992	)		8,843
Prepaid expenses and other current assets		(14,771	)		(9,671	)		(12,476	)		(14,771	)
Other long-term assets		(1,068	)		(4,524	)		(3,868	)		(1,068	)
Operating lease assets and liabilities		(2,049	)		(696	)		(276	)		(2,049	)
Accounts payable		44,874			56,394			10,259			44,874
Accrued payroll and related liabilities		(16,890	)		14,269			(30,451	)		(16,890	)
Other accrued liabilities		1,747			1,208			10,381			1,747
Environmental liabilities		(14,744	)		2,055			(2,542	)		(14,744	)
Other long-term liabilities		650			3,496			2,850			650
Distributed equity in earnings of joint ventures		1,600			1,250			2,000			1,600
Net cash provided by operating activities		58,008			50,594			4,532			58,008
Cash flows from investing activities:
Capital expenditures		(97,972	)		(76,730	)		(101,270	)		(97,972	)
Acquisitions, net of acquired cash		(177,070	)		—			(26,902	)		(177,070	)
Proceeds from insurance and sale of assets		18,244			462			10,775			18,244
Purchase of equity investment		(5,000	)		—			—			(5,000	)
Deposit on land option		(80	)		630			—			(80	)
Net cash used in investing activities		(261,878	)		(75,638	)		(117,397	)		(261,878	)
Cash flows from financing activities:
Borrowings from long-term debt		895,175			445,829			501,761			895,175
Repayment of long-term debt		(655,440	)		(396,810	)		(403,129	)		(655,440	)
Payment of debt issuance costs		—			(23	)		(156	)		—
Repurchase of Class A common stock		(17,858	)		—			—			(17,858	)
Taxes paid related to net share settlement of share-based payment awards		(11,003	)		(5,435	)		(7,611	)		(11,003	)
Distributions to noncontrolling interests		(2,330	)		(3,029	)		(1,214	)		(2,330	)
Dividends paid		(16,172	)		(16,067	)		(16,023	)		(16,172	)
Net cash provided by financing activities		192,372			24,465			73,628			192,372
Effect of exchange rate changes on cash		(195	)		619			(55	)		(195	)
Net (decrease) increase in cash and cash equivalents		(11,693	)		40
Net decrease in cash and cash equivalents								(39,292	)		(11,693	)
Cash and cash equivalents as of beginning of period		27,818			17,887			43,803			27,818
Cash and cash equivalents as of end of period	$	16,125		$	17,927		$	4,511		$	16,125

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

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements of Schnitzer Steel Industries, Inc. and its majority-owned and wholly-owned subsidiaries (the “Company”) have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q, including Article 10 of Regulation S-X. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all normal, recurring adjustments considered necessary for a fair statement have been included. Management suggests that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, ~~2021.~~2022. The results for the three and nine months ended May 31, ~~2022~~2023 and ~~2021~~2022 are not necessarily indicative of the results of operations for the entire fiscal year.

Segment Reporting

The Company acquires and recycles ferrous and nonferrous scrap metal for sale to foreign and domestic metal producers, processors, and brokers, and it procures salvaged vehicles and sells serviceable used auto parts from these vehicles through a network of self-service auto parts stores. Most of these auto parts stores supply the Company’s shredding facilities with auto bodies that are processed into saleable recycled metal products. In addition to the sale of recycled metal products processed at its facilities, the Company provides a variety of recycling and related services. The Company also produces a range of finished steel long products at its electric arc furnace (“EAF”) steel mill using recycled ferrous metal sourced internally from its recycling and joint venture operations and other raw materials.

The accounting standards for reporting information about operating segments define an operating segment as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses for which discrete financial information is available that is evaluated regularly by the chief operating decision-maker in deciding how to allocate resources and in assessing performance. The Company’s internal organizational and reporting structure reflects a functionally based, integrated model and includes a single operating and reportable segment.

Cash and Cash Equivalents

Cash and cash equivalents include short-term securities that are not restricted by third parties and have an original maturity date of 90 days or less. Included in accounts payable are book overdrafts representing outstanding ~~checks~~payments in excess of funds on deposit of $6255 million and $4756 million as of May 31, ~~2022~~2023 and August 31, ~~2021,~~2022, respectively.

Accounts Receivable, net

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

The Company evaluates the collectibility of its accounts receivable based on a combination of factors, including whether sales were made pursuant to letters of credit or required deposits prior to shipment, the aging of customer receivable balances, the financial condition of the Company’s customers, historical collection rates, and economic trends. Management uses this evaluation to estimate the amount of customer receivables that may not be collected in the future and records a provision for expected credit losses. Accounts are written off when all efforts to collect have been exhausted.

Also included in accounts receivable are short-term advances to scrap metal suppliers used as a mechanism to acquire unprocessed scrap metal. The advances are generally repaid with scrap metal, as opposed to cash. Repayments of advances with scrap metal are treated as noncash operating activities in the Unaudited Condensed Consolidated Statements of Cash Flows and totaled $98 million and $79 million for the nine months ended May 31, ~~2022~~2023 and ~~2021,~~2022, respectively.

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Prepaid Expenses

The Company’s prepaid expenses, reported within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets, totaled $33 million and $2243 million as of May 31, ~~2022~~2023 and August 31, ~~2021,~~2022, respectively, and consisted primarily of prepaid insurance, deposits on capital projects, prepaid services, and prepaid property taxes.

Other Assets

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

Receivables from insurers represent the portion of insured losses expected to be recovered from the Company’s ~~insurers.~~insurers under various insurance policies or from a Qualified Settlement Fund holding settlement amounts deposited by certain insurers of claims against the Company related to the Portland Harbor Superfund site. The ~~receivable is~~receivables are recorded at an amount not to exceed the recorded loss and only if the terms of legally enforceable insurance contracts support that the insurance recovery will not be disputed and is deemed ~~collectible.~~collectible, or if recovery of the loss by the Company from a Qualified Settlement Fund is probable. Receivables from insurers totaled $1419 million and $2128 million as of May 31, ~~2022~~2023 and August 31, ~~2021,~~2022, respectively. ~~Receivables from insurers as~~As of May 31, ~~2022~~2023, receivables from insurers comprised primarily $45 million relating to property loss and damage and other claims in connection with the December 2021 fire at the Company’s shredder facility in Everett, Massachusetts, $510 million relating to environmental claims, ~~and~~ $42 million relating to workers’ compensation claims, and $1 million relating to third-party claims. ~~Receivables from insurers as~~As of August 31, ~~2021~~2022, receivables from insurers comprised primarily $10 million relating to property loss and damage and other claims in connection with the ~~May~~December 2021 fire at the Company’s ~~melt shop operations~~shredder facility in ~~McMinnville, Oregon,~~Everett, Massachusetts, $7 million relating to environmental claims, $6 million relating to ~~environmental~~third-party claims, and $4 million relating to workers’ compensation claims. See “Accounting for Impacts of Involuntary Events” below in this Note for further discussion of receivables and advance payments from insurers relating to property damage and business interruption claims.

Other assets as of both May 31, ~~2022~~2023 and August 31, ~~2021~~2022 also included approximately $7 million ~~and $~~8 ~~million, respectively,~~ in connection with cash deposited into a client trust account in the second quarter of fiscal 2021 to fund the remediation of a site, a portion of which was previously leased to and operated by an indirect, wholly-owned subsidiary. The cash was deposited into the client trust account by other potentially liable parties in connection with settlement of a lawsuit relating to allocation of the remediation costs, including agreement by the Company’s subsidiary to perform certain remedial actions. See “Other Legacy Environmental Loss Contingencies” within “Contingencies – Environmental” in Note 5 - Commitments and Contingencies for further discussion of this matter.

The Company invested $65 million in the equity of a privately-held ~~U.S. waste and~~Canadian recycling technology entity in ~~fiscal 2017, and in~~ May ~~2022, the Company invested $~~5 ~~million in the equity of an unrelated privately-held Canadian recycling entity.~~2022. The Company's influence over the operating and financial policies of ~~each~~the entity is not significant, and, thus, the ~~investments are~~investment is accounted for under the guidance for investments in equity securities. The equity ~~investments do~~investment does not have a readily determinable fair ~~values~~value and, therefore, ~~are~~is carried at cost and adjusted for impairments and observable price changes. The ~~investments are~~investment is reported within other assets in the Unaudited Condensed Consolidated Balance Sheets. ~~As of May 31, 2022 and August 31, 2021, the aggregate~~The carrying value of the ~~investments~~investment was $115 million as of both May 31, 2023 and $6 ~~million, respectively.~~August 31, 2022. The Company has not recorded any impairments or upward or downward adjustments to the carrying value of the investment since acquisition.

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Accounting for Impacts of Involuntary Events

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

~~Table of Contents~~

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

On May 22, 2021, the Company experienced a fire at its steel mill in McMinnville, Oregon. Direct physical loss or damage to property from the incident was limited to the mill’s melt shop, with no bodily injuries and no physical loss or damage to other buildings or equipment. As a result of the fire, the rolling mill production ceased in early June 2021. In August 2021, the steel mill began ramping up operations following the substantial completion of replacement and repairs of property and equipment in the melt shop that had been lost or damaged by the fire. The Company experienced the loss of business income during the shutdown of the steel mill and the subsequent ramp-up phase which was substantially completed during the second quarter of fiscal 2022. The Company filed ~~initial~~ insurance claims for the physical loss and damage experienced at the mill’s melt shop and business income losses resulting from the matter. As of August 31, 2021, prepaid expenses and other current assets ~~in the Unaudited Condensed Consolidated Balance Sheets~~ included an initial $10 million insurance receivable recognized in ~~the fourth quarter of~~ fiscal 2021, primarily offsetting applicable losses including capital purchases of $10 million that had been incurred by the Company as of August 31, 2021. In the first nine months of fiscal 2022, the Company increased the amount of this insurance receivable to $25 million and recognized a related $15 million insurance recovery gain, $3 million ~~recorded in the first quarter~~ and $12 million ~~recorded~~of which were recognized in the first and second ~~quarter,~~quarters of fiscal 2022, respectively, within cost of goods sold in the Unaudited Condensed Consolidated Statements of ~~Income,~~Operations, reflecting recovery of applicable losses incurred as a result of the fire to date. In addition, during the first nine months of fiscal 2022, the Company received advance payments from insurers totaling approximately $30 million towards the Company’s claims, and not reflecting any final or full settlement of claims with the insurers, which amount reduced the $25 million insurance receivable to 0zero with the remaining amount of advance payments ~~of $~~5 ~~million~~ reported within other accrued liabilities in the Unaudited Condensed Consolidated Balance ~~Sheets~~Sheets. In the third quarter of fiscal 2023, the Company received additional advance payments from insurers of approximately $13 million towards the Company's claims, increasing the total of such advance payments from insurers to approximately $43 million, and not reflecting any final or full settlement of claims with the insurers. The amount of advance payments reported within other accrued liabilities was $18 million as of May 31, 2023 and $5 million as of August 31, 2022.

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On December 8, 2021, the Company experienced a fire at its metals recycling facility in Everett, Massachusetts. Direct physical loss or damage to property from the incident was limited to the facility’s shredder building and equipment, with no bodily injuries and no physical loss or damage to property reported at other buildings or equipment. As a result of the fire, shredding operations ceased, while all non-shredding operations at the facility continued, including torching, shearing, separating, and sorting purchased non-shreddable recycled ferrous metals. On January 28, 2022, shredding operations at the facility began ramping up following the replacement and repairs to shredder equipment that had been damaged. Completion of the remainder of repair and replacement of property that experienced physical loss or damage, primarily buildings and improvements, will occur over a longer period and impacts on business income may continue. ~~For example, as of June 18, 2022, shredder~~In addition, shredding operations temporarily ceased at the facility ~~pending completion of~~on June 18, 2022 and, following discussions with the Massachusetts Department of Environmental Protection and the Massachusetts Attorney General’s office, ~~regarding installation and operation of~~the Company installed a temporary emission capture system and controls that ~~would allow~~allowed for the resumption of shredding operations on November 11, 2022 and for continued operation ~~of the shredder prior to completion of~~during the repair and replacement of the shredder enclosure building. Non-shredding operations at the facility ~~continue.~~continued during this period. The Company filed ~~initial~~ insurance claims for the property that experienced physical loss or damage and anticipated business income losses resulting from the matter. In ~~the second quarter of~~ fiscal 2022, after the fire, the Company recognized an ~~initial~~aggregate $1017 million insurance receivable and related insurance recovery gain, ~~reported within prepaid expenses~~$10 million and ~~other current assets~~$1 million of which were recorded in the ~~Unaudited Condensed Consolidated Balance Sheets~~second and third quarters of fiscal 2022, respectively. In each of the third quarter and first nine months of fiscal 2023, the Company recognized an additional $2 million insurance receivable and related insurance recovery gain. As of May 31, 2023, the Company had recognized a total of $20 million in insurance recovery gains, all reported within cost of goods sold, ~~in the Unaudited Condensed Consolidated Statements of Income, respectively,~~ reflecting recovery of applicable losses to date including impairment charges of $67 million related to the carrying value of plant and equipment assets lost in or damaged by the fire and initial capital purchases, non-capitalizable repair and replacement costs, and other ~~costs~~applicable losses totaling $413 ~~million that had been incurred by the Company as of February 28, 2022. In the third quarter of fiscal 2022, the Company increased the amount of this insurance receivable to $~~11 ~~million and recognized a related $~~1 ~~million insurance recovery gain, reflecting recovery of applicable losses incurred as a result of the fire to date.~~million. Also, in the third ~~quarter~~quarters of fiscal 2023 and 2022, the Company received advance payments from insurers totaling approximately $8 million and $7 million, respectively, towards the Company's claims, and not reflecting any final or full settlement of claims with the insurers, which ~~amount~~amounts reduced the insurance receivable to $45 million and $10 million as of May 31, ~~2022.~~2023 and August 31, 2022, respectively. The insurance receivable is reported within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets.

Investments in Joint Ventures

As of August 31, 2022, the Company had two50%-owned joint venture interests which were accounted for under the equity method of accounting. On November 7, 2022, the Company sold its ownership interest in one of the 50%-owned joint ventures for approximately $2 million. No gain or loss was recognized as a result of the sale.

Business Acquisitions

The Company recognizes the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. Contingent purchase consideration is recorded at fair value at the date of acquisition. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Within one year from the date of acquisition, the Company may update the value allocated to the assets acquired and liabilities assumed and the resulting goodwill balance ~~based on~~as a result of information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires the Company to determine the price that would be paid by a third-party market participant based on the highest and best use of the assets or interests acquired. Acquisition costs are expensed as incurred. See Note 3 - Business Acquisitions for further detail.

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~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The majority of cash and cash equivalents is maintained with major financial institutions. Balances with these and certain other institutions exceeded the Federal Deposit Insurance Corporation insured amount of $250 thousand as of May 31, ~~2022.~~2023. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically diverse customers make up the Company’s customer base. The Company controls credit risk through credit approvals, credit limits, credit insurance, letters of credit or other collateral, cash deposits, and monitoring procedures. The Company is exposed to a residual credit risk with respect to open letters of credit by virtue of the possibility of the failure of a bank providing a letter of credit.

Recent Accounting Pronouncements

The Company does not expect that its adoption in the future of any recently issued accounting pronouncements will have a material impact on its consolidated financial statements.

Note 2 - Inventories

Inventories consisted of the following (in thousands):


	May 31, 2022		August 31, 2021		May 31, 2023		August 31, 2022
Processed and unprocessed scrap metal	$	299,681	$	164,960	$	153,255	$	166,368
Semi-finished goods		18,457		7,671		13,232		20,009
Finished goods		69,949		39,368		69,207		72,625
Supplies		51,617		44,428		63,285		56,187
Inventories	$	439,704	$	256,427	$	298,979	$	315,189

Note 3 - Business Acquisitions

~~Columbus Recycling~~Fiscal 2023 Business Acquisition

On ~~October 1, 2021~~November 18, 2022, the Company used cash on hand and borrowings under existing credit facilities to acquire 8 ~~metals~~the operating assets of ScrapSource, a recycling ~~facilities across Mississippi, Tennessee, and Kentucky~~services company that provides solutions for industrial companies that generate scrap metal from ~~Columbus Recycling, a provider~~their manufacturing process. The acquired business expands the Company's national recycling services operations, giving rise to expected benefits supporting the amount of ~~recycled ferrous and nonferrous metal products and recycling services.~~acquired goodwill. The transaction qualified as a business combination for accounting purposes, which involves application of the acquisition method described in Accounting Standards Codification Topic 805, Business Combinations, and summarized in “Business Acquisitions” in Note 1 - Summary of Significant Accounting Policies. The ~~cash~~total purchase ~~price~~consideration was approximately $~~107~~25 ~~million, subject to adjustment for acquired net working capital relative to an agreed-upon benchmark, as well as other adjustments. The Company paid at closing an additional $~~7 million for estimated net working capital in excess of the benchmark, which is still subject to adjustment as of the date of this report, resulting in total purchase consideration measured as of the end of the third quarter of fiscal 2022 of approximately $~~114~~million. As of the date of this report, measurement of ~~actual acquired net working capital, as well as~~ the fair values of certain ~~other~~assets acquired ~~assets~~ and liabilities assumed ~~liabilities,~~ is still preliminary and subject to change based on the completion of valuation procedures. The acquired Columbus Recycling operations purchase and process scrap metal from industrial manufacturers, local recycling companies, and individuals, and sell the recycled products to regional foundries and steel mills. Combined with the Company’s regional metals recycling facilities in Georgia, Alabama, and Tennessee, the acquired operations offer additional recycling products, services, and logistics solutions to customers and suppliers across the Southeast, giving rise to expected benefits supporting the amount of acquired goodwill.

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~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

The following table summarizes the provisional fair values of ~~the~~ assets acquired and liabilities assumed by the Company as of the ~~October 1, 2021~~November 18, 2022 acquisition date (in thousands):

Cash

$
325

Accounts receivable

22,763

Inventories

10,060

Other current assets

255

Property, plant and equipment

13,491

Operating lease right-of-use assets

254

Goodwill(1)

62,552

Intangibles and other assets

19,741

Total assets acquired

129,441

Current liabilities

11,828

Other liabilities

3,350

Total liabilities assumed

15,178

Net assets acquired

$
114,263


Operating lease right-of-use assets	$	466
Goodwill(1)		13,105
Other intangible assets		11,955
Other assets		9
Total assets acquired		25,535
Operating lease liability		466
Total liabilities assumed		466
Net assets acquired	$	25,069

(1)

~~Approximately $~~59 ~~million~~All of the provisional amount of acquired goodwill is tax deductible.

The following table summarizes the provisional purchase price allocation to the identifiable intangible assets and their estimated useful lives as of the ~~October 1, 2021~~November 18, 2022 acquisition date (in thousands):


			Useful Life			Useful Life
Supplier relationships	$	17,245	7	$	10,375	6
Non-compete intangible assets					1,360	5
Customer relationships		2,496	7		220	6
	$	19,741		$	11,955

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

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Fiscal 2022 Business Acquisitions

On October 1, 2021, the Company completed the acquisition of eight metals recycling facilities across Mississippi, Tennessee, and Kentucky from Columbus Recycling, a provider of recycled ferrous and nonferrous metal products and recycling services. The total purchase consideration of $117 million was allocated to the assets acquired and liabilities assumed based on their respective estimated fair values on the date of the acquisition. The $65 million excess of the total purchase consideration over the fair value of the identifiable net assets acquired was recorded as goodwill. The results of operations for the acquired Columbus Recycling business beginning as of the October 1, 2021 acquisition date are included in the accompanying financial statements. ~~For each of the three and nine months ended May 31, 2022, the revenues of the acquired Columbus Recycling business contributed~~ 5% or less of the Company’s consolidated revenues reported in the Unaudited Condensed Consolidated Statements of Income, and the amount of net income contributed by the acquired Columbus Recycling business was 3~~% or less of the Company’s consolidated net income reported in the Unaudited Condensed Consolidated Statements of Income.~~

~~Encore Recycling~~

On April 29, 2022, the Company ~~used cash on hand and borrowings under existing credit facilities to acquire~~completed the acquisition of 2two recycling facilities in the greater Atlanta, Georgia metropolitan area, including a metal shredding operation and recycled auto-parts center, from the previous owners of Encore Recycling. The acquired Encore Recycling operations purchase and process scrap metal and end-of life vehicles from industrial manufacturers, local recycling companies, and individuals, and sell the recycled products to regional foundries and steel mills. Combined with the Company’s existing regional metals recycling facilities and recycled auto-parts centers, the acquired operations offer additional recycling products, services, and logistics solutions to customers and suppliers across portions of the Southeast, giving rise to expected benefits supporting the amount of acquired goodwill. The transaction qualified as a business combination for accounting purposes. The cash purchase price was approximately $55 ~~million, subject to adjustment for acquired net working capital relative to an agreed-upon benchmark, as well as other adjustments. The Company paid at closing an additional $~~8 ~~million for estimated net working capital in excess of the benchmark, which is still subject to adjustment as of the date of this report, resulting in~~ total purchase consideration ~~measured as~~ of ~~the end of the third quarter of fiscal 2022 of approximately~~ $6364 million. As of the date of this report, measurement of actual acquired net working capital, as well as the fair values of certain other acquired assets and assumed liabilities, is still preliminary and subjectmillion was allocated to ~~change based on the completion of valuation procedures.~~

~~Table of Contents~~

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

~~The Company is in the process of completing a fair valuation of~~ the assets acquired and liabilities assumed bybased on their respective estimated fair values on the ~~Company as~~date of the ~~April 29, 2022 acquisition date.~~ acquisition. The ~~following table summarizes the provisional fair values of the assets acquired and liabilities assumed by the Company as of the April 29, 2022 acquisition date (in thousands):~~

Accounts receivable

$
10,464

Inventories

4,270

Other current assets

65

Property, plant and equipment

24,937

Operating lease right-of-use assets

402

Goodwill(1)

21,715

Intangibles and other assets(2)

3,816

Total assets acquired

65,669

Current liabilities

1,447

Other liabilities

1,091

Total liabilities assumed

2,538

Net assets acquired

$
63,131

~~(1)~~

~~Approximately~~ $21 million excess of the ~~provisional amount~~total purchase consideration over the fair value of the identifiable net assets acquired ~~goodwill is tax deductible.~~

~~(2)~~

~~Provisional acquired intangibles comprised supplier and customer relationships with preliminary expected useful lives of~~ 7 ~~years.~~

was recorded as goodwill. The results of operations for the acquired Encore Recycling business beginning as of the April 29, 2022 acquisition date are included in the accompanying financial statements. ~~For each of the three and nine months ended May 31, 2022, the revenues and net income contributed by the acquired Encore Recycling business and reported in the~~

Unaudited ~~Condensed Consolidated Statements of Income were not material to the financial statements taken as a whole.~~Pro Forma Information

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


	Three Months Ended May 31,				Nine Months Ended May 31,				Three Months Ended May 31,		Nine Months Ended May 31,
	2022		2021		2022		2021		2022		2022
Revenues	$	1,029,000	$	887,500	$	2,671,500	$	2,073,500	$	1,029,000	$	2,671,500
Net income	$	79,000	$	68,000	$	173,000	$	131,500	$	79,000	$	173,000
Net income attributable to SSI shareholders	$	78,000	$	66,500	$	170,500	$	127,500	$	78,000	$	170,500

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

For the three months ended May 31, 2022 and for the nine months ended May 31, 2023 and 2022, the unaudited pro forma amounts of revenues and net income of the acquired ScrapSource business were not material to the financial statements taken as a whole and, therefore, are not included in the unaudited pro forma information presented above.

The information included in the unaudited pro forma amounts is derived from historical information obtained from the sellers of the businesses. These unaudited pro forma results are not necessarily indicative of what actual results would have been had these acquisitions occurred ~~for~~as of the ~~periods presented.~~beginning of fiscal 2021. In addition, the unaudited 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 4 - Goodwill

The Company evaluates goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. There were no triggering events identified during the first nine months of fiscal 2023 requiring an interim goodwill impairment test, and the Company did not record a goodwill impairment charge in any of the periods presented.

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”). A component of an operating segment is required to be identified as a reporting unit if the component is a business for which discrete financial information is available and segment management regularly reviews its operating results. ~~There were no triggering events identified during~~The Company most recently performed the ~~first nine months of fiscal 2022 requiring an interim goodwill~~quantitative impairment test for goodwill carried by two of its reporting units, consisting of a regional metals recycling operation and its network of auto parts stores, as of July 1, 2022. For the ~~Company did not record a goodwill~~metals recycling and autos reporting units subject to the quantitative impairment ~~charge in any~~test, the estimated fair value of the ~~periods presented.~~reporting unit exceeded its carrying amount by approximately 32% and 44%, respectively, as of July 1, 2022.

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The determination of fair value of the reporting units used to perform 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 may impact management's assumptions used to estimate the reporting units’ fair value. Although the Company believes the assumptions used in testing its reporting units’ goodwill for impairment are reasonable, a lack of recovery or further deterioration in market conditions from current levels, a trend of weaker than anticipated financial performance for the reporting units with allocated goodwill, a decline in the Company's share price from current levels for a sustained period of time, or an increase in the weighted average cost of capital, among other factors, could significantly impact the Company's impairment analysis and may result in future goodwill impairment charges that, if incurred, could have a material adverse effect on its financial condition and results of operations.

The gross change in the carrying amount of goodwill for the nine months ended May 31, ~~2022~~2023 was as follows (in thousands):


	Goodwill			Goodwill
August 31, 2021	$	170,304
August 31, 2022				$	255,198
Additions(1)		84,040			14,759
Measurement period adjustments(2)		227			(725	)
Foreign currency translation adjustment		(60	)		(637	)
May 31, 2022	$	254,511
May 31, 2023				$	268,595

(1)

Additions to goodwill relate entirely to the ScrapSource business acquired ~~Columbus Recycling business (approximately $~~62 ~~million) and the Encore Recycling business (approximately $~~22~~million)~~on November 18, 2022 and are exclusive of measurement period ~~adjustments presented separately. The amount of acquired goodwill in each acquisition was provisional as of May 31, 2022.~~adjustments. See Note 3 - Business Acquisitions.

(2)

Measurement period adjustments relate to the acquired ScrapSource and Encore Recycling businesses.

~~Accumulated goodwill impairment charges were $471~~ ~~million as of both May 31, 2022 and August 31, 2021.~~

Note 5 - Commitments and Contingencies

Contingencies - Environmental

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

Changes in the Company’s environmental liabilities for the nine months ended May 31, ~~2022~~2023 were as follows (in thousands):


Balance as of September 1, 2021		Liabilities Established (Released), Net		Payments and Other			Balance as of May 31, 2022		Short-Term		Long-Term
Balance as of September 1, 2022													Balance as of September 1, 2022	Liabilities Established (Released), Net		Payments and Other			Balance as of May 31, 2023		Short-Term		Long-Term
$	77,128	$	7,577	$	(18,155	)	$	66,550	$	11,600	$	54,950	68,500	$	7,170	$	(9,809	)	$	65,861	$	11,521	$	54,340

~~The~~As of May 31, 2023 and August 31, 2022, the Company had environmental liabilities of $6766 million and $7769 million, ~~as of May 31, 2022 and August 31, 2021,~~ respectively, for the potential remediation of locations where it has conducted business or has environmental liabilities from historical or recent activities. ~~The~~These liabilities relate to the investigation and potential ~~future~~ remediation of ~~contaminated sediments~~waterways and ~~riverbanks,~~ soil ~~contamination,~~and groundwater contamination ~~storm water runoff issues,~~ and ~~other~~may also involve natural resource ~~damages.~~damages, governmental fines and penalties, and claims by third parties for personal injury and property damage. Except for Portland Harbor and certain liabilities discussed under “Other Legacy Environmental Loss Contingencies” below, such liabilities were not individually material at any site.

Portland Harbor

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

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

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

From 2000 to 2017, the EPA oversaw a remedial investigation/feasibility study (“RI/FS”) at ~~the Site.~~Portland Harbor. The Company was not among the parties that performed the RI/FS, but it contributed to the costs through an interim settlement with the performing parties. The performing parties have indicated that they incurred more than $155 million in that effort.

~~Table of Contents~~

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

In January 2017, the EPA issued a Record of Decision (“ROD”) that identified the selected remedy for ~~the Site.~~Portland Harbor. The EPA has estimated the total cost of the selected remedy at $1.7 billion with a net present value cost of $1.05 billion (at a 7% discount rate) and an estimated construction period of 13 years following completion of the remedial designs. In the ROD, the EPA stated that the cost estimate is an order-of-magnitude engineering estimate that is expected to be within +50% to -30% of the actual project cost and that changes in the cost elements are likely to occur as a result of new information and data collected during the engineering design. The Company has identified a number of concerns regarding the remedy described in the ROD, which is based on data that is more than 15 years old, and the EPA’s estimates for the costs and time required to implement the selected remedy. Moreover, the ROD provided only ~~Site-wide~~site-wide cost estimates and did not provide sufficient detail to estimate costs for specific sediment management areas within ~~the Site.~~Portland Harbor. In addition, the ROD did not determine or allocate the responsibility for remediation costs among the PRPs.

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

In December 2017, the Company and 3three other PRPs entered into an Administrative Settlement Agreement and Order on Consent with the EPA to perform such pre-remedial design investigation and baseline sampling over a two-year period. The report analyzing the results concluded that ~~Site~~Portland Harbor conditions have improved substantially since the data forming the basis of the ROD was collected. The EPA found with a few limited corrections that the new baseline data is of suitable quality and stated that such data will be used, in addition to existing and forthcoming design-level data, to inform implementation of the ROD. However, the EPA did not agree that the data or the analysis warranted a change to the remedy at this time and reaffirmed its commitment to proceed with remedial design. The Company and other PRPs disagree with the EPA’s position on use of the more recent data and will continue to pursue limited, but critical, changes to the selected remedy for ~~the Site~~Portland Harbor during the remedial design phase.

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

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

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company has joined with approximately 100 other PRPs, including the RI/FS performing parties, in a voluntary process to establish an allocation of costs at ~~the Site,~~Portland Harbor, including the costs incurred in the RI/FS, ongoing remedial design costs, and future remedial action costs. The Company expects the next major stage of the allocation process to proceed in parallel with the remedial design process.

~~Table of Contents~~

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

In addition to the remedial action process overseen by the EPA, the Portland Harbor Natural Resource Trustee Council (“Trustee Council”) is assessing natural resource damages at ~~the Site.~~Portland Harbor. In 2008, the Trustee Council invited the Company and other PRPs to participate in funding and implementing the Natural Resource Injury Assessment for ~~the Site.~~Portland Harbor. The Company and other participating PRPs ultimately agreed to fund the first two phases of the three-phase assessment, which included the development of the Natural Resource Damage Assessment Plan (“AP”) and implementation of the AP to develop information sufficient to facilitate early settlements between the Trustee Council and Phase 2 participants and the identification of restoration projects to be funded by the settlements. In late May 2018, the Trustee Council published notice of its intent to proceed with Phase 3, which will involve the full implementation of the AP and the final injury and damage determination. The Company is proceeding with the process established by the Trustee Council regarding early settlements under Phase 2. The Company has established an environmental reserve of approximately $2.3 million for this alleged natural resource damages liability as it continues to work with the Trustee Council to finalize an early settlement. ~~The Company has insurance policies that it believes will provide reimbursement for costs related to this matter.~~ As of both May 31, ~~2022~~2023 and August 31, ~~2021,~~2022, the Company had ~~an insurance~~a receivable in the same amount as the environmental reserve. See “Other Assets” in Note 1 - Summary of Significant Accounting Policies for further discussion of ~~receivables from insurers.~~insurance and other related receivables.

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

The Company’s environmental liabilities as of May 31, ~~2022~~2023 and August 31, ~~2021~~2022 included $45 million and $6 million, respectively, relating to the Portland Harbor matters described above.

Because the final remedial actions have not yet been designed and there has not been a determination of the allocation among the PRPs of costs of the investigations or remedial action costs, the Company believes it is not possible to reasonably estimate the amount or range of costs which it is likely to or which it is reasonably possible that it will incur in connection with ~~the Site,~~Portland Harbor, although such costs could be material to the Company’s financial position, results of operations, cash flows, and liquidity. Among the facts being evaluated are detailed information on the history of ownership of and the nature of the uses of and activities and operations performed on each property within ~~the Site,~~Portland Harbor, which are factors that will play a substantial role in determining the allocation of investigation and remedy costs among the PRPs.

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

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Oregon Department of Environmental Quality is separately providing oversight of investigations and source control activities by the Company at various sites adjacent to Portland Harbor that are focused on controlling any current “uplands” releases of contaminants into the Willamette River. The Company has accrued liabilities for source control and related work at two sites, reflecting estimated costs of primarily investigation and design, which costs have not been material in the aggregate to date. No liabilities have been established in connection with ~~these~~ investigations for any other sites because the extent of contamination, required source control work, and the Company’s responsibility for the contamination and source control work, in each case if any, have not yet been determined. ~~In addition,~~The Company believes that, pursuant to its insurance policies, ~~the Company is being~~it will be reimbursed for the costs it incurs for required source control evaluation and remediation ~~work.~~work; however, the Company’s insurance policies may not cover all of the costs which the Company incurs. As of ~~each of~~both May 31, ~~2022~~2023 and August 31, ~~2021,~~2022, the Company had an insurance receivable in the same amount as the environmental reserve for such source control work.

~~Table of Contents~~

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

Other Legacy Environmental Loss Contingencies

The Company’s environmental loss contingencies as of May 31, ~~2022~~2023 and August 31, ~~2021,~~2022, other than Portland Harbor, include actual or possible investigation and remediation costs from historical contamination at sites currently or formerly owned or formerly operated by the Company or at other sites where the Company may have responsibility for such costs due to past disposal or other activities (“legacy environmental loss contingencies”). These legacy environmental loss contingencies relate to the potential remediation of waterways and soil and groundwater contamination and may also involve natural resource damages, governmental fines and penalties, and claims by third parties for personal injury and property damage. The Company has been notified that it is or may be a potentially responsible party at certain of these sites, and investigation and remediation activities are ongoing or may be required in the future. The Company recognizes a liability for such matters when the loss is probable and can be reasonably estimated. When investigation, allocation, and remediation activities are ongoing or where the Company has not yet been identified as having responsibility or the contamination has not yet been identified, it is reasonably possible that the Company may need to recognize additional liabilities in connection with such sites but the Company cannot currently reasonably estimate the possible loss or range of loss absent additional information or developments. Such additional liabilities, individually or in the aggregate, may have a material adverse effect on the Company’s results of operations, financial condition, or cash flows.

In fiscal 2018, the Company accrued ~~an initial~~ $4 million for the estimated costs related to remediation of shredder residue disposed of in or around the 1970s at third-party sites located near each other. Investigation activities have been conducted under oversight of the applicable state regulatory agency. As of both May 31, ~~2022~~2023 and August 31, ~~2021,~~2022, the Company had $4 million accrued for this matter. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such losses are probable and can be reasonably estimated. The Company previously estimated a range of reasonably possible losses related to this matter in excess of current accruals at between 0zero and $28 million based on a range of remedial alternatives and subject to development and approval by regulators of specific remedy implementation plans. However, subsequent to the development of those remedial alternatives, the Company performed additional investigative activities under new state requirements that are likely to impact the required remedial actions and associated cost estimates, but the scope of such impacts and the amount or the range of the additional associated costs are not reasonably estimable at this time and are subject to further investigation, analysis, and discussion by the Company and regulators. The Company is investigating whether a portion or all of the current and future losses related to this matter, if incurred, are covered by existing insurance coverage or may be offset by contributions from other responsible parties.

In addition, the Company’s loss contingencies as of May 31, ~~2022~~2023 and August 31, ~~2021~~2022 included $87 million and $198 million, respectively, for the estimated costs related to environmental matters in connection with a closed facility owned and previously operated by an indirect, wholly-owned subsidiary, including monitoring and remediation of soil and groundwater conditions and funding for wellhead treatment facilities. In the third quarter and first nine months of fiscal ~~2022,~~2023, the Company accrued an incremental $36 million and $7 million, respectively, for certain soil remediation activities based on additional information related to estimated costs to complete. Investigation and remediation activities have been conducted under the oversight of the applicable state regulatory agency and are on-going, and the Company’s subsidiary has also been working with state and local officials with respect to the protection of public and private water supplies. As part of its activities relating to the protection of public water supplies, the Company’s subsidiary agreed to reimburse the municipality for certain studies and plans and to provide funding for the construction and operation by the municipality of wellhead treatment ~~facilities, which agreement resulted in payment by the Company to the municipality of $~~11 ~~million in the second quarter of fiscal 2022.~~facilities. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such additional losses are probable and can be reasonably estimated. However, the Company cannot reasonably estimate at this time the possible additional loss or range of possible additional losses associated with this matter pending the on-going implementation of the approved remediation ~~plan~~plans for soil and groundwater conditions and completion and operation of the wellhead treatment facilities.

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In addition, the Company’s loss contingencies as of both May 31, ~~2022~~2023 and August 31, ~~2021~~2022 included$87 million for the estimated costs related to remediation of a site a portion of which was previously leased to and operated by an indirect, wholly-owned subsidiary. In connection with settlement of a lawsuit relating to allocation of the remediation costs, the Company’s subsidiary agreed to perform the remedial action related to metals contamination on the site estimated to cost approximately $7.9 million, and another potentially liable party agreed to perform the remedial action related to creosote contamination at the site. As part of the settlement, other potentially liable parties agreed to make payments totaling approximately $7.6 million to fund the remediation of the metals contamination at the site in exchange for a release and indemnity. This amount was fully funded into a client trust account for the Company’s subsidiary in December 2020. See “Other Assets” in Note 1 - Summary of Significant Accounting Policies for further discussion of this client trust account. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such additional losses are probable and can be reasonably estimated. However, the Company cannot reasonably estimate at this time the possible additional loss or range of possible additional losses associated with this matter pending completion, approval, and implementation of the remediation action plan.

~~Table of Contents~~

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

Summary - Environmental Contingencies

With respect to environmental contingencies other than the Portland Harbor Superfund site and the Other Legacy Environmental Loss Contingencies, which are discussed separately above, management currently believes that adequate provision has been made for the potential impact of its environmental contingencies. Historically, the amounts the Company has ultimately paid for such remediation activities have not been material in any given period, but there can be no assurance that such amounts paid will not be material in the future.

Contingencies – Other

In addition to legal proceedings relating to the contingencies described above, the Company is a party to various legal proceedings arising in the normal course of business. The Company recognizes a liability for such matters when the loss is probable and can be reasonably estimated. The Company does not anticipate that the liabilities arising from such legal proceedings in the normal course of business, after taking into consideration expected insurance recoveries, will have a material adverse effect on its results of operations, financial condition, or cash flows.

Note 6 - Accumulated Other Comprehensive Loss

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


	Three Months Ended May 31, 2022									Three Months Ended May 31, 2021									Three Months Ended May 31, 2023									Three Months Ended May 31, 2022
	Foreign Currency Translation Adjustments			Pension Obligations, Net			Total			Foreign Currency Translation Adjustments			Pension Obligations, Net			Total			Foreign Currency Translation Adjustments			Pension Obligations, Net			Total			Foreign Currency Translation Adjustments			Pension Obligations, Net			Total
Balances - March 1 (Beginning of period)	$	(32,002	)	$	(2,436	)	$	(34,438	)	$	(32,373	)	$	(2,909	)	$	(35,282	)	$	(38,286	)	$	(2,319	)	$	(40,605	)	$	(32,002	)	$	(2,436	)	$	(34,438	)
Other comprehensive income before reclassifications		153			0			153			4,514			0			4,514			362			—			362			153			—			153
Income tax (expense)		0			0			0			0			0			0
Income tax expense																				—			—			—			—			—			—
Other comprehensive income before reclassifications, net of tax		153			0			153			4,514			0			4,514			362			—			362			153			—			153
Amounts reclassified from accumulated other comprehensive loss		0			52			52			0			49			49			—			75			75			—			52			52
Income tax (benefit)		0			(12	)		(12	)		0			(12	)		(12	)		—			(17	)		(17	)		—			(12	)		(12	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		0			40			40			0			37			37			—			58			58			—			40			40
Net periodic other comprehensive income		153			40			193			4,514			37			4,551			362			58			420			153			40			193
Balances - May 31 (End of period)	$	(31,849	)	$	(2,396	)	$	(34,245	)	$	(27,859	)	$	(2,872	)	$	(30,731	)	$	(37,924	)	$	(2,261	)	$	(40,185	)	$	(31,849	)	$	(2,396	)	$	(34,245	)

Nine Months Ended May 31, 2022

Nine Months Ended May 31, 2021

Foreign Currency
Translation
Adjustments

Pension Obligations,
Net

Total

Foreign Currency
Translation
Adjustments

Pension Obligations,
Net

Total

Balances - September 1 (Beginning of period)

$
(31,609
)

$
(2,945
)

$
(34,554
)

$
(34,184
)

$
(2,687
)

$
(36,871
)
Other comprehensive (loss) income before reclassifications

(240
)

451

211

6,325

(385
)

5,940

Income tax (expense) benefit

0

(101
)

(101
)

0

87

87

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

(240
)

350

110

6,325

(298
)

6,027

Amounts reclassified from accumulated other comprehensive loss

0

257

257

0

147

147

Income tax (benefit)

0

(58
)

(58
)

0

(34
)

(34
)
Amounts reclassified from accumulated other comprehensive loss, net of tax

0

199

199

0

113

113

Net periodic other comprehensive (loss) income

(240
)

549

309

6,325

(185
)

6,140

Balances - May 31 (End of period)

$
(31,849
)

$
(2,396
)

$
(34,245
)

$
(27,859
)

$
(2,872
)

$
(30,731
)

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


	Nine Months Ended May 31, 2023									Nine Months Ended May 31, 2022
	Foreign Currency Translation Adjustments			Pension Obligations, Net			Total			Foreign Currency Translation Adjustments			Pension Obligations, Net			Total
Balances - September 1 (Beginning of period)	$	(34,679	)	$	(2,410	)	$	(37,089	)	$	(31,609	)	$	(2,945	)	$	(34,554	)
Other comprehensive (loss) income before reclassifications		(3,245	)		(34	)		(3,279	)		(240	)		451			211
Income tax benefit (expense)		—			8			8			—			(101	)		(101	)
Other comprehensive (loss) income before reclassifications, net of tax		(3,245	)		(26	)		(3,271	)		(240	)		350			110
Amounts reclassified from accumulated other comprehensive loss		—			226			226			—			257			257
Income tax (benefit)		—			(51	)		(51	)		—			(58	)		(58	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		—			175			175			—			199			199
Net periodic other comprehensive (loss) income		(3,245	)		149			(3,096	)		(240	)		549			309
Balances - May 31 (End of period)	$	(37,924	)	$	(2,261	)	$	(40,185	)	$	(31,849	)	$	(2,396	)	$	(34,245	)

Reclassifications from accumulated other comprehensive loss to earnings, both individually and in the aggregate, were not material to the impacted captions in the Unaudited Condensed Consolidated Statements of ~~Income~~Operations in all periods presented.

Note 7 - Revenue

Disaggregation of Revenues

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


	Three Months Ended May 31,				Nine Months Ended May 31,				Three Months Ended May 31,				Nine Months Ended May 31,
	2022		2021		2022		2021		2023		2022		2023		2022
Major product information:
Ferrous revenues	$	530,303	$	448,684	$	1,434,473	$	1,023,569	$	405,350	$	530,303	$	1,101,201	$	1,434,473
Nonferrous revenues		272,208		204,512		662,779		471,543		222,904		272,208		580,234		662,779
Steel revenues(1)		165,210		129,057		384,644		316,662		137,426		165,210		369,766		384,644
Retail and other revenues		42,366		38,465		109,507		101,162		43,930		42,366		113,092		109,507
Total revenues	$	1,010,087	$	820,718	$	2,591,403	$	1,912,936	$	809,610	$	1,010,087	$	2,164,293	$	2,591,403
Revenues based on sales destination:
Foreign	$	533,087	$	466,739	$	1,439,731	$	1,067,335	$	413,815	$	533,087	$	1,122,718	$	1,439,731
Domestic		477,000		353,979		1,151,672		845,601		395,795		477,000		1,041,575		1,151,672
Total revenues	$	1,010,087	$	820,718	$	2,591,403	$	1,912,936	$	809,610	$	1,010,087	$	2,164,293	$	2,591,403

(1)

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

Receivables from Contracts with Customers

The revenue accounting standard defines a receivable as an entity’s right to consideration that is unconditional, meaning that only the passage of time is required before payment is due. As of May 31, ~~2022~~2023 and August 31, ~~2021,~~2022, receivables from contracts with customers, net of an allowance for credit losses, totaled $~~278~~296 million and $~~210~~230 million, respectively, representing 9899% and 97%, respectively, of total accounts receivable reported onin the Unaudited Condensed Consolidated Balance Sheets at each reporting date.

Table of Contents

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Contract Liabilities

Contract consideration received from a customer prior to revenue recognition is recorded as a contract liability and is recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract. The Company’s contract liabilities, which consist almost entirely of customer deposits for recycled metal and finished steel sales contracts, are reported within accounts payable in the Unaudited Condensed Consolidated Balance Sheets and totaled $1011 million and $8 million as of May 31, ~~2022~~2023 and August 31, ~~2021,~~2022, respectively. Unsatisfied performance obligations reflected in these contract liabilities relate to contracts with original expected durations of one year or less and, therefore, are not disclosed. ~~During the three and nine months ended May 31, 2022, the Company reclassified less than $~~1 ~~million and $~~7 ~~million, respectively, in~~The substantial majority of outstanding contract liabilities asare reclassified to revenues within three months of ~~August 31, 2021 to revenues~~the reporting date as a result of satisfying performance ~~obligations during the period. During the three and nine months ended May 31, 2021, the Company reclassified less than $~~obligations.1 ~~million and $~~7~~million, respectively, in contract liabilities as of August 31, 2020 to revenues as a result of satisfying performance obligations during the period.~~

Note 9 - Income Taxes

Effective Tax Rate

The Company’s effective tax rate from continuing operations for the third quarter and first nine months of fiscal ~~2022~~2023 was an expense on pre-tax income of ~~21.0~~34.3% and ~~21.2~~62.7%, respectively, compared to ~~18.0~~21.0% and ~~20.0~~21.2%, respectively, for the comparable prior year periods. The Company’s effective tax rate from continuing operations for the third quarter of fiscal 2023 washigher than the U.S. federal statutory rate of 21% primarily due to the aggregate effect of permanent differences from non-deductible expenses and also unrecognized tax benefits on intra-period allocation. For the first nine months of fiscal 2023, the higher-than-statutory effective tax rate primarily reflected the Company's near-breakeven financial performance for the period. For the third quarter and first nine months of fiscal 2022, the Company's effective tax rate from continuing operations approximated the U.S. federal statutory rate of 21%, reflecting primarily the aggregate impact of state taxes and permanent differences from non-deductible expenses on the projected annual effective tax rate applied to the quarterly results, offset by discrete tax benefits resulting from vesting of share-based awards in the applicable periods and the favorable effects of other discrete items. The Company’s effective tax rate from continuing operations for the third quarter and first nine months of fiscal 2021 was lower than the U.S. federal statutory rate primarily due to the benefit from the foreign derived intangible income deduction in fiscal 2021 and the impacts of research and development credits and other discrete items.

~~Table of Contents~~

~~SCHNITZER STEEL INDUSTRIES, INC.~~

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

Valuation Allowances

The Company assesses the realizability of its deferred tax assets on a quarterly basis through an analysis of potential sources of future taxable income, including prior year taxable income available to absorb a carryback of tax losses, reversals of existing taxable temporary differences, tax planning strategies, and forecasts of taxable income. The Company considers all negative and positive evidence, including the weight of the evidence, to determine if valuation allowances against deferred tax assets are required. The Company continues to maintain valuation allowances against certain state and Canadian deferred tax assets. Canadian deferred tax assets against which the Company continues to maintain a valuation allowance relate to indefinite-lived assets.

The Company files federal and state income tax returns in the U.S. and foreign tax returns in Puerto Rico and Canada. For U.S. federal income tax returns, fiscal years 2014 to ~~2021~~2022 remain subject to examination under the statute of limitations.

Note 10 - Net Income Per Share

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


	Three Months Ended May 31,						Nine Months Ended May 31,						Three Months Ended May 31,						Nine Months Ended May 31,
	2022			2021			2022			2021			2023			2022			2023			2022
Income from continuing operations	$	75,550		$	65,482		$	160,991		$	126,237		$	13,841		$	75,550		$	402		$	160,991
Net income attributable to noncontrolling interests		(870	)		(1,801	)		(2,497	)		(3,852	)
Net (income) attributable to noncontrolling interests														(148	)		(870	)		(299	)		(2,497	)
Income from continuing operations attributable to SSI shareholders	$	74,680		$	63,681		$	158,494		$	122,385		$	13,693		$	74,680		$	103		$	158,494
(Loss) income from discontinued operations, net of tax		(46	)		(46	)		(46	)		(58	)
Loss from discontinued operations, net of tax														(233	)		(46	)		(78	)		(46	)
Net income attributable to SSI shareholders	$	74,634		$	63,635		$	158,448		$	122,327		$	13,460		$	74,634		$	25		$	158,448
Computation of shares:
Weighted average common shares outstanding, basic		28,143			28,047			28,161			27,948			28,114			28,143			27,980			28,161
Incremental common shares attributable to dilutive performance share awards, restricted stock units and deferred stock units		1,482			1,496			1,580			1,015			545			1,482			666			1,580
Weighted average common shares outstanding, diluted		29,625			29,543			29,741			28,963			28,659			29,625			28,646			29,741

Common stock equivalent shares of ~~47,095~~54,512 and ~~172,288~~52,258 were considered antidilutive and were excluded from the calculation of diluted net income per share for the three and nine months ended May 31, ~~2022, respectively.~~2023, respectively, compared to ~~NaN~~47,095 ~~common stock equivalent shares were considered antidilutive for the~~and 172,288 three and nine months ended May 31, ~~2021.~~2022, respectively.

Note 11 - Related Party Transactions

The Company purchases recycled metal from ~~one of~~ its joint venture ~~operations~~operation at prices that approximate fair market value. These purchases totaled $105 million and $610 million for the three months ended May 31, ~~2022~~2023 and ~~2021,~~2022, respectively, and $2113 million and $1421 million for the nine months ended May 31, ~~2022~~2023 and ~~2021,~~2022, respectively.

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, ~~2022~~2023 and ~~2021.~~2022. The following discussion and analysis provide information which management believes is relevant to an assessment and understanding of our financial condition and results of operations. The discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended August 31, ~~2021,~~2022, and the Unaudited Condensed Consolidated Financial Statements and the related Notes thereto included in Part I, Item 1 of this report.

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

We sell recycled ferrous and nonferrous metal in both foreign and domestic markets. We also sell a range of finished steel long products produced at our steel mill. We acquire, process, and recycle end-of-life (salvaged) vehicles, rail cars, home appliances, industrial machinery, manufacturing scrap, and construction and demolition scrap through our facilities. Our retail self-service auto parts stores located across the United States (“U.S.”) and Western Canada, which operate under the commercial brand-name Pick-n-Pull, procure the significant majority of our salvaged vehicles and sell serviceable used auto parts from these vehicles. Upon acquiring a salvaged vehicle, we remove catalytic converters, aluminum wheels, and batteries for separate processing and sale prior to placing the vehicle in our retail lot. After retail customers have removed desired parts from a vehicle, we may remove remaining major component parts containing ferrous and nonferrous metals, which are primarily sold to wholesalers. The remaining auto bodies are crushed and shipped to our metals recycling facilities to be shredded or sold to third parties when geographically more economical. At our metals recycling facilities, we process mixed and large pieces of scrap metal into smaller pieces by crushing, torching, shearing, shredding, separating, and sorting, resulting in recycled ferrous, nonferrous, and mixed metal pieces of a size, density, and metal content required by customers to meet their production needs. Each of our shredding, nonferrous processing, and separation systems is designed to optimize the recovery of valuable recycled metal. We also purchase nonferrous metal directly from industrial vendors and other suppliers and aggregate and prepare this metal for shipment to customers by ship, rail, or truck. In addition to the sale of recycled metal processed at our facilities, we also provide a variety of recycling and related services including brokering the sale of ferrous and nonferrous scrap metal generated by industrial entities and demolition projects to customers in the domestic market, among other services. Our steel mill produces semi-finished goods (billets) and finished goods, consisting of rebar, coiled rebar, wire rod, merchant bar, and other specialty products, using recycled ferrous metal sourced internally from our recycling and joint venture operations and other raw materials.

We operate seven deepwater port locations, six of which are equipped with large-scale shredders. Our deepwater port facilities on both the East and West Coasts of the U.S. (in Everett, Massachusetts; Providence, Rhode Island; Oakland, California; Tacoma, Washington; and Portland, Oregon) and access to public deepwater port facilities (in Kapolei, Hawaii and Salinas, Puerto Rico) allow us to ~~meet the global demand for~~ship bulk cargoes of processed recycled ferrous metal ~~by enabling us to ship bulk cargoes~~ to steel manufacturers located in Europe, Africa, the Middle East, Asia, North America, Central America, and South America. Our exports of nonferrous recycled metal are shipped in containers through various public docks to specialty steelmakers, foundries, aluminum sheet and ingot manufacturers, copper refineries and smelters, brass and bronze ingot manufacturers, wire and cable producers, wholesalers, and other recycled metal processors globally. We also transport both ferrous and nonferrous metals by truck, rail, and barge in order to transfer scrap metal between our facilities for further processing, to load shipments at our export facilities, and to meet regional domestic demand.

Our results of operations depend in large part on the demand and prices for recycled metal in foreign and domestic markets and on the supply of raw materials, including end-of-life vehicles, available to be processed at our facilities. Our results of operations also depend substantially on our operating leverage from processing and selling higher volumes of recycled metal as well as our ability to efficiently extract ferrous and nonferrous metals from the shredding process. We respond to changes in selling prices for processed metal by seeking to adjust purchase prices for unprocessed scrap metal in order to manage the impact on our operating results. We believe we generally benefit from sustained periods of stable or rising recycled metal selling prices, which allow us to better maintain or increase both operating results and unprocessed scrap metal flow into our facilities. When recycled metal selling prices decline, either sharply or for a sustained period, our operating margins typically compress. With respect to finished steel products produced at our steel mill, our results of operations are impacted by demand and prices for these products, which are sold to customers located primarily in the Western U.S. and Western Canada.

Our quarterly operating results fluctuate based on a variety of factors including, but not limited to, changes in market conditions for recycled ferrous and nonferrous metal and finished steel products, the supply of scrap metal in our domestic markets, varying demand for used auto parts from our self-service retail stores, the efficiency of our supply chain, and variations in production and other operating costs. Certain of these factors are influenced, to a degree, by the impact of seasonal changes including severe weather conditions, which can impact the timing of shipments and inhibit construction activity utilizing our products, scrap metal collection and production levels at our facilities, and retail admissions and parts sales at our auto parts stores. Further, sanctions, trade actions, and licensing, product quality, and inspection requirements can impact the level of profitability on sales of our products and, in certain cases, impede or restrict our ability to sell to certain export markets or require us to direct our sales to alternative market destinations, which can cause our quarterly operating results to fluctuate.

We continue to monitor the impact of COVID-19 on all aspects of our business. We are a company operating in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security. Consistent with federal guidelines and with state and local orders to date, we have continued to operate across our footprint throughout the COVID-19 pandemic. Ensuring the health and safety of our employees, and all who visit our sites, is our top priority, and we are following all U.S. Centers for Disease Control and Prevention and state and local health department guidelines. Following the onset of COVID-19 and its negative effects on our business, most prominently reflected in our fiscal 2020 results, global economic conditions improved during fiscal 2021, resulting in increased demand for our products. Beginning in our second quarter of fiscal 2021 and continuing through thethird quarter of fiscal 2022, there has been a trend in many parts of the world of increasing availability and administration of vaccines against COVID-19, as well as an easing of restrictions on individual, business, and government activities. The existence of new or enduring variant strains of COVID-19 may lead to a rise in infections, which could cause delays in the easing of restrictions previously in place and the implementation of new restrictions and mandates, and there are ongoing global impacts resulting directly or indirectly from the pandemic including labor shortages, logistical challenges such as increased port congestion, and increases in costs for certain goods and services, which have negatively impacted our sales volumes and operating results to varying degrees. While the ongoing effects of the COVID-19 pandemic could negatively impact our results of operations, cash flows, and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 means the related financial impact cannot be reasonably estimated at this time.

On May 22, 2021, we experienced a fire at our steel mill in McMinnville, Oregon. Direct physical loss or damage to property from the incident was limited to the mill’s melt shop, with no bodily injuries and no physical loss or damage to other buildings or equipment. ~~As a result of the fire, the~~The rolling mill production ceased in early June 2021. In August 2021, ~~the~~our steel mill began ramping up operations following the substantial completion of replacement and repairs of property and equipment in the melt shop that had been lost or damaged by the fire. We experienced the loss of business income during the shutdown of the steel mill and the subsequent ramp-up phase which was substantially completed during the second quarter of fiscal 2022. We have insurance that we believe is fully applicable to the losses and have filed ~~initial~~ insurance claims, which are subject to deductibles and various conditions, exclusions, and limits, for the property that experienced physical loss or damage and business income losses resulting from the matter. The property damage deductible under the policies insuring ~~the Company’s~~our assets in this matter is $1 million, while the deductible for lost business income is 10 times the Average Daily Gross Earnings which would have been earned had no interruption occurred, calculated subject to judgments and uncertainties. As of August 31, 2021, prepaid expenses and other current assets ~~in the Unaudited Condensed Consolidated Balance Sheets~~ included an initial $10 million insurance receivable recognized in ~~the fourth quarter of~~ fiscal 2021, primarily offsetting applicable losses including capital purchases of $10 million that we had incurred as of August 31, 2021. In the first nine months of fiscal 2022, we increased the amount of this insurance receivable to $25 million and recognized a related $15 million insurance recovery gain, $3 million ~~recorded~~and $12 million of which were recognized in the first ~~quarter~~ and ~~$12 million recorded in the~~ second ~~quarter,~~quarters of fiscal 2022, respectively, within cost of goods sold in the Unaudited Condensed Consolidated Statements of ~~Income,~~Operations, reflecting recovery of applicable losses incurred as a result of the fire to date. In addition, during the first nine months of fiscal 2022, we received advance payments from insurers totaling approximately $30 million towards our claims, and not reflecting any final or full settlement of claims with the insurers, which amount reduced the $25 million insurance receivable to zero with the remaining amount of advance payments ~~of $5 million~~ reported within other accrued liabilities inon the Unaudited Condensed Consolidated Balance ~~Sheets~~Sheets.In the third quarter of fiscal 2023, we received additional advance payments from insurers of approximately $13 million towards our claims, increasing the total of such advance payments from insurers to approximately $43 million, and not reflecting any final or full settlement of claims with the insurers. The amount of advance payments reported within other accrued liabilities was $18 million as of May 31, 2023 and $5 million as of August 31, 2022. These amounts do not reflect potential additional recoveries of business income losses resulting from this matter that may be recognized in the future when settlements of the business interruption claims are resolved.

On December 8, 2021, we experienced a fire at our metals recycling facility in Everett, Massachusetts. Direct physical loss or damage to property from the incident was limited to the facility’s shredder building and equipment, with no bodily injuries and no physical loss or damage to property reported at other buildings or equipment. As a result of the fire, shredding operations ceased, while all non-shredding operations at the facility continued, including torching, shearing, separating, and sorting purchased non-shreddable recycled ferrous metals. On January 28, 2022, shredding operations at the facility began ramping up following the replacement and repairs to shredder equipment that had been damaged. Completion of the remainder of repair and replacement of property that experienced physical loss or damage, primarily buildings and improvements, will occur over a longer period and impacts on business income may continue. ~~For example, as of June 18, 2022, shredder~~In addition, shredding operations temporarily ceased at the facility ~~pending completion of~~on June 18, 2022 and, following discussions with the Massachusetts Department of Environmental Protection and the Massachusetts Attorney ~~General's~~General’s office, ~~regarding installation and operation of~~we installed a temporary emission capture system and controls that ~~would allow~~allowed for us to resume shredding operations on November 11, 2022 and for continued operation ~~of the shredder prior to completion of~~during the repair and replacement of the shredder enclosure building. Non-shredding operations at the facility ~~continue.~~continued during this period. We have insurance that we believe is fully applicable to the losses, including but not limited to the costs of installing the temporary capture and controls system and any associated loss of business income, and have filed ~~initial~~ insurance claims, which are subject to deductibles and various conditions, exclusions, and limits, for the property damage or loss and business income losses resulting from the matter. The property damage deductible under the policies insuring our assets in this matter is $0.5 million, while the deductible for lost business income is 10 times the Average Daily Gross Earnings which would have been earned had no interruption occurred, calculated subject to judgments and uncertainties. The insurance claims resolution process may extend significantly beyond completion of repair and replacement of the physical plant property that experienced physical loss or damage and the restart of production activities. In ~~the second quarter of~~ fiscal 2022, after the fire, we recognized an ~~initial $10~~aggregate $17 million insurance receivable and related insurance recovery gain, ~~reported within prepaid expenses~~$10 million and ~~other current assets~~$1 million of which were recorded in the ~~Unaudited Condensed Consolidated Balance Sheets~~second and third quarters of fiscal 2022, respectively. In the third quarter and first nine months of fiscal 2023, we recognized an additional $2 million insurance receivable and related insurance recovery gain. As of May 31, 2023, we had recognized a total of $20 million in insurance recovery gains, all reported within cost of goods sold, ~~in the Unaudited Condensed Consolidated Statements of Income, respectively,~~ reflecting recovery of applicable losses to date including impairment charges of $6$7 million related to the carrying value of plant and equipment assets lost in or damaged by the fire and initial capital purchases, non-capitalizable repair and replacement costs, and other costs totaling $4 million that we had incurred as of February 28, 2022. In the third quarter of fiscal 2022, we increased the amount of this insurance receivable to $11 million and recognized a related $1 million insurance recovery gain, reflecting recovery of applicable losses ~~incurred as a result of the fire to date.~~totaling $13 million. Also, in the third ~~quarter~~quarters of fiscal 2023 and 2022, we received advance payments from insurers totaling approximately $8 million and $7 million, respectively, towards our claims, and not reflecting any final or full settlement of claims with the insurers, which ~~amount~~amounts reduced the insurance receivable to $4$5 million and $10 million as of May 31, ~~2022.~~2023 and August 31, 2022, respectively. The insurance receivable is reported within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets. These amounts do not reflect potential additional recoveries of costs for the repair and replacement of property that experienced physical loss or damage or of business income losses resulting from this matter that may be recognized in the future when settlements of the claims are resolved.

In this management’s discussion and analysis, we use supplemental measures of our performance, liquidity, and capital structure which are derived from our consolidated financial information, but which are not presented in our consolidated financial statements prepared in accordance with GAAP. We believe that providing these non-GAAP financial measures adds a meaningful presentation of our operating and financial performance, liquidity, and capital structure. For example, we use adjusted EBITDA as one of the measures to compare and evaluate financial performance. Adjusted EBITDA is the sum of our net income before results from discontinued operations, interest expense, income taxes, depreciation and amortization, charges for legacy environmental matters (net of recoveries), asset impairment charges, restructuring charges and other exit-related activities, business development costs not related to ongoing operations including pre-acquisition expenses, charges related to non-ordinary course legal settlements, ~~charges for legacy environmental matters (net of recoveries), restructuring charges and other exit-related activities,~~ and other items which are not related to underlying business operational performance. See the reconciliations of supplemental financial measures, including adjusted EBITDA, in Non-GAAP Financial Measures at the end of this Item 2.

Our non-GAAP financial measures should be considered in addition to, but not as a substitute for, the most directly comparable GAAP measures. Although we find these non-GAAP financial measures useful in evaluating the performance of our business, our reliance on these measures is limited because they often materially differ from our consolidated financial statements presented in accordance with GAAP. Therefore, we typically use these adjusted amounts in conjunction with our GAAP results to address these limitations. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.

Financial Highlights of Results of Operations for the Third Quarter of Fiscal ~~2022~~2023

Market ~~demand~~conditions for recycled metals ~~was strong~~were weaker in the third quarter of fiscal ~~2022,~~2023 compared to the prior year quarter, leading to ~~significantly higher average net selling prices for our ferrous and nonferrous products. In the third quarter of fiscal 2022, the~~lower average net selling prices for our ferrous and nonferrous products, and a compression in metal spreads. The average net selling prices for our ferrous and nonferrous products decreased by 24% and 10%, respectively, compared to the third quarter of fiscal 2022. Ferrous and nonferrous sales volumes increased by ~~35%~~2% and ~~15%~~3%, respectively, compared to the prior year ~~quarter. Sales~~quarter, primarily reflecting additional volumes ~~for~~arising from our ~~nonferrous products~~two business acquisitions completed in April and November 2022, as well as the ~~third quarter of fiscal 2022 increased by 29% compared to the~~impact on prior year ~~quarter, while~~ quarterly ferrous sales volumes ~~for our ferrous products decreased by 7% year-over-year primarily due to the impact~~ of ~~slower export demand in the second half of the third quarter of fiscal 2022, which resulted in~~ delays in contracting and shipping bulk cargoes. ~~Our ferrous and nonferrous sales volumes~~Market conditions for our finished steel products were softer in the third quarter of fiscal 2022 included additional volumes arising from the Columbus Recycling business acquired on October 1, 2021 and the Encore Recycling business acquired on April 29, 2022. Market demand for our finished steel products also improved in the third quarter of fiscal 2022, which contributed2023, leading to finished steel average selling prices ~~increasing by 41% compared to the prior year quarter. Finished steel sales volumes, however, were 12%~~decreasing 18% and lower in the third quarter of fiscal 2022 compared to the prior year quarter in part due to the impact of supply chain disruptions on current quarter volumes, including logistics constraints and delays to construction projects related to a four-month concrete industry strike in the Pacific Northwest that ended in April 2022. Our results for the third quarter of fiscal 2022 reflected benefits from the higher price environment for most of our products including a significant expansion in our ferrous and finished steelmetal spreads ~~and increased nonferrous sales volumes driven by strong demand~~ compared to the prior year quarter. Our results in the third quarter of fiscal ~~2022~~2023 also reflected tighter supply flows and reduced processed volumes in the lower price environment, lower year-over-year platinum group metals (PGM) prices, and a ~~lower benefit~~less favorable impact from average inventory accounting compared to the prior year quarter. In the third quarter of fiscal 2023, we achieved the ~~effects~~full quarterly run rate of ~~ongoing supply chain disruptions, lower year-over-year platinum group metals (PGM) prices,~~$10 million of productivity initiatives announced in October 2022 and the ~~impact~~full quarterly run rate of ~~inflation. Contributions from recent acquisitions~~$5 million of selling, general, and ~~productivity~~administrative (“SG&A”) savings initiatives announced in January 2023, which helped to ~~partially~~ offset the effects of higher operating costs including from inflationary ~~pressure on operating costs.~~pressure.

~~Selling, general, and administrative~~SG&A expense in the third quarter of fiscal ~~2022 increased~~2023 decreased by ~~26%~~12% compared to the prior year quarter ~~primarily due to higher employee-related expenses, including from increased competition for employees in a tight labor market and higher~~reflecting lower incentive compensation accruals ~~aligned with business~~due to Company performance, ~~increased outside~~partially offset by higher legacy environmental charges and ~~professional services~~legal costs. Productivity and ~~travel expenses, including from higher costs resulting from our acquisitions and other growth-related~~cost reduction initiatives ~~as well as~~substantially offset the impact of inflation ~~partially offset by benefits from productivity initiatives.~~and growth-related initiatives on our SG&A expense.

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

See the reconciliations of adjusted diluted earnings per share from continuing operations attributable to SSI shareholders, adjusted EBITDA, and debt, net of cash in Non-GAAP Financial Measures at the end of this Item 2.


	Three Months Ended May 31,									Nine Months Ended May 31,									Three Months Ended May 31,									Nine Months Ended May 31,
($ in thousands, except for prices and per share amounts)	2022			2021			%			2022			2021			%			2023			2022			%			2023			2022			%
Ferrous revenues	$	530,303		$	448,684			18	%	$	1,434,473		$	1,023,569			40	%	$	405,350		$	530,303			(24	)%	$	1,101,201		$	1,434,473			(23	)%
Nonferrous revenues		272,208			204,512			33	%		662,779			471,543			41	%		222,904			272,208			(18	)%		580,234			662,779			(12	)%
Steel revenues(1)		165,210			129,057			28	%		384,644			316,662			21	%		137,426			165,210			(17	)%		369,766			384,644			(4	)%
Retail and other revenues		42,366			38,465			10	%		109,507			101,162			8	%		43,930			42,366			4	%		113,092			109,507			3	%
Total revenues		1,010,087			820,718			23	%		2,591,403			1,912,936			35	%		809,610			1,010,087			(20	)%		2,164,293			2,591,403			(16	)%
Cost of goods sold		834,375			678,297			23	%		2,188,158			1,585,416			38	%		713,685			834,375			(14	)%		1,946,633			2,188,158			(11	)%
Gross margin (total revenues less cost of goods sold)	$	175,712		$	142,421			23	%	$	403,245		$	327,520			23	%	$	95,925		$	175,712			(45	)%	$	217,660		$	403,245			(46	)%
Gross margin (%)		17.4	%		17.4	%		(—	)%		15.6	%		17.1	%		(9	)%		11.8	%		17.4	%		(32	)%		10.1	%		15.6	%		(35	)%
Selling, general and administrative expense	$	77,672		$	61,887			26	%	$	194,020		$	165,935			17	%	$	68,527		$	77,672			(12	)%	$	196,712		$	194,020			1	%
Diluted earnings per share from continuing operations attributable to SSI shareholders:
Reported	$	2.52		$	2.16			17	%	$	5.33		$	4.23			26	%	$	0.48		$	2.52			(81	)%	$	—		$	5.33		NM
Adjusted(2)	$	2.59		$	2.20			18	%	$	5.54		$	4.31			29	%	$	0.67		$	2.59			(74	)%	$	0.38		$	5.54			(93	)%
Net income	$	75,504		$	65,436			15	%	$	160,945		$	126,179			28	%	$	13,608		$	75,504			(82	)%	$	324		$	160,945			(100	)%
Adjusted EBITDA(2)	$	119,090		$	97,254			22	%	$	272,435		$	208,920			30	%	$	55,610		$	119,090			(53	)%	$	95,822		$	272,435			(65	)%
Average ferrous recycled metal sales prices ($/LT)(3):
Domestic	$	516		$	395			31	%	$	458		$	332			38	%	$	414		$	516			(20	)%	$	365		$	458			(20	)%
Foreign	$	552		$	401			38	%	$	484		$	360			34	%	$	414		$	552			(25	)%	$	380		$	484			(21	)%
Average	$	541		$	400			35	%	$	477		$	354			35	%	$	413		$	541			(24	)%	$	376		$	477			(21	)%
Ferrous volumes (LT, in thousands):
Domestic(4)		490			412			19	%		1,329			1,191			12	%		548			490			12	%		1,424			1,329			7	%
Foreign		639			803			(20	)%		2,020			2,054			(2	)%		609			639			(5	)%		1,846			2,020			(9	)%
Total ferrous volumes (LT, in thousands)(4)(8)		1,129			1,215			(7	)%		3,349			3,245			3	%		1,157			1,129			2	%		3,270			3,349			(2	)%
Average nonferrous sales price ($/pound)(3)(5)	$	1.12		$	0.97			15	%	$	1.10		$	0.82			34	%	$	1.01		$	1.12			(10	)%	$	0.97		$	1.10			(12	)%
Nonferrous volumes (pounds, in thousands)(4)(5)		201,413			155,657			29	%		501,785			429,792			17	%		207,714			201,413			3	%		535,230			501,785			7	%
Finished steel average sales price ($/ST)(3)	$	1,129		$	802			41	%	$	1,059		$	709			49	%	$	924		$	1,129			(18	)%	$	959		$	1,059			(9	)%
Finished steel sales volumes (ST, in thousands)	135				153			(12	)%		340			423			(20	)%		142			135			5	%		369			340			9	%
Cars purchased (in thousands)(6)	84				91			(8	)%		237			249			(5	)%		78			84			(7	)%		219			237			(8	)%
Number of auto parts stores at period end	50				50			(—	)%		50			50			(—	)%		50			50			(—	)%		50			50			(—	)%
Rolling mill utilization(7)		96	%		98	%		(2	)%		87	%		94	%		(7	)%		97	%		96	%		1	%		84	%		87	%		(3	)%

LT = Long Ton, which is equivalent to 2,240 pounds. ST = Short Ton, which is equivalent to 2,000 pounds.

Revenues in the third quarter and first nine months of fiscal ~~2022 increased~~2023 decreased by ~~23%~~20% and ~~35%~~16%, respectively, compared to the ~~same periods in the~~ prior year periods primarily due to ~~significantly higher~~lower average net selling prices for our ferrous and nonferrous products driven by ~~strong~~weaker market ~~demand~~conditions for recycled metals globally. In each of the third quarter and first nine months of fiscal 2022, the average net selling prices for our ferrous products increased by 35%, and the average net selling prices for our nonferrous products increased by 15% and 34%, respectively, compared to the prior year periods. In the third quarter and first nine months of fiscal ~~2022,~~2023, the average net selling prices for our ferrous products decreased by 24% and 21%, respectively, and for our nonferrous ~~sales volumes increased~~products decreased by ~~29%~~10% and ~~17%~~12%, respectively, compared to the prior year ~~periods, reflecting strong demand for these products globally.~~periods. Ferrous sales volumes in the third quarter of fiscal 2022 decreased by 7% compared to the prior year quarter primarily due to the impact of slower export demand in the second half of the third quarter of fiscal 2022, which resulted in delays in contracting and shipping bulk cargoes. Our ferrous and nonferrous sales volumes in the third quarter and first nine months of fiscal ~~2022 included~~2023 increased by 2% and decreased by 2%, respectively, and nonferrous sales volumes increased by 3% and 7%, respectively, compared to the prior year periods. Our ferrous and nonferrous sales volumes in the fiscal 2023 periods in part reflected additional volumes arising from the Columbus Recycling business acquired on October 1, 2021, ~~and~~ the Encore Recycling business acquired on April 29, ~~2022. Finished~~2022, and the ScrapSource business acquired on November 18, 2022, as well as the adverse impact on sales volumes in the prior year periods of the initial Everett shredder downtime. Our ferrous sales volumes in the first nine months of fiscal 2023 were adversely impacted by disruptions related to an extended shredder outage at the Everett facility and a regulatory issue limiting operations at our shredder facility in California, both of which were resolved by mid-November 2022, as well as tight supply flows in the lower price environment. Market conditions for our finished steel ~~average selling prices~~products were ~~significantly higher~~softer in the third quarter and first nine months of fiscal ~~2022 compared~~2023, leading to ~~the prior year periods, reflecting robust market demand for these products. The impact of the higher~~finished steel average selling prices ~~on steel revenues in the third quarter~~decreasing 18% and ~~first nine months of fiscal 2022 was partially offset by lower sales volumes~~9%, respectively, compared to the prior year periods. ~~For~~Finished steel sales volumes increased 9% in the first nine months of fiscal ~~2022, finished steel sales volumes were lower~~2023, compared to the ~~same~~prior year period, inprimarily reflecting the impact on the prior ~~year primarily due to the impact~~period volumes of the ~~ramp-up~~ramp up of steel mill operations that began in August 2021 and which was substantially completed during the second quarter ~~as well as the impact~~ of supply chain disruptions on current volumes, including logistics constraints and delays to construction projects related to a four-month concrete industry strike in the Pacific Northwest that ended in Aprilfiscal 2022. The ramp-up of steel mill operations during the first half of fiscal 2022 followed completion of repair and replacement of damaged property arising from the May 2021 steel mill fire.

Net income in the third quarter and first nine months of fiscal ~~2022~~2023 was $14 million and near breakeven, respectively, compared to net income of $76 million and $161 million, respectively, ~~compared to $65 million and $126 million~~ in the prior year periods. Adjusted EBITDA in the third quarter and first nine months of fiscal ~~2022~~2023 was $56 million and $96 million, respectively, compared to $119 million and $272 ~~million, respectively, compared to $97 million and $209~~ million, respectively, in the prior year periods. ~~Our~~The lower price environment for recycled metals, as well as the impact of tight supply flows, reduced processed volumes, and the extended operational disruptions in the first quarter of fiscal 2023, had a significant adverse impact on our operating margins and overall operating results ~~for~~in the ~~third quarter and~~ first nine months of fiscal ~~2022 reflected benefits from the higher price environment for most of our products and increased nonferrous sales volumes supported by strong demand compared to the prior year periods.~~2023. Ferrous metal spreads in the third quarter and first nine months of fiscal ~~2022 increased~~2023 decreased by approximately ~~45%~~32% and ~~30%, respectively, and average net selling prices for our nonferrous joint products that are recovered from the shredding process, comprising primarily zorba, increased by approximately 15% and 30%~~25%, respectively, compared to the prior year periods. ~~The expansion in ferrous~~Finished steel metal spreads compared to the prior year periods in part reflected higher spreads on certain ferrous sales contracted prior to a decline in market selling prices that occurred during the latter part of the third quarter of fiscal 2022. Finished steel spreadswere also ~~expanded significantly~~lower in the third quarter and first nine months of fiscal ~~2022,~~2023 compared to the prior year periods. Our results in the third quarter and first nine months of fiscal ~~2022~~2023 also reflected lower year-over-year PGM prices, recognized fair value losses related to an equity investment, and the ~~adverse~~ impact of ~~lower third quarter ferrous sales volumes year-over-year, a lower benefit~~inflation on operating costs. The impact from average inventory accounting was less favorable in the third quarter, but more favorable in the first nine months, of fiscal 2023, compared to the prior year ~~period,~~periods.

SG&A expense in the ~~effects~~third quarter and first nine months of ~~ongoing supply chain disruptions,~~fiscal 2023 decreased by 12% and increased by 1%, respectively, compared to the prior year periods. The fiscal 2023 periods reflected lower ~~year-over-year PGM prices,~~incentive compensation accruals due to Company performance, partially offset by higher legacy environmental charges and legal costs compared to the fiscal 2022 periods. SG&A expense in the first nine months of fiscal 2023 also reflected higher salaries and wages, outside and professional services, and travel expenses, partially resulting from our acquisitions and other growth-related initiatives, and the impact of ~~inflation, and the adverse impact of the Everett shredder downtime~~inflation. The higher expenses in the first ~~half~~nine months of fiscal ~~2022. Contributions~~2023 were partially offset by benefits from ~~recent acquisitions~~productivity and cost reduction initiatives when compared to the prior year period.

In October 2022, we announced and began implementing productivity and cost reduction initiatives with a targeted annual benefit of approximately $40 million, the vast majority of which is expected to be achieved in fiscal 2023. In addition, in January 2023, we announced incremental initiatives aiming to reduce SG&A costs by approximately $20 million annually, of which approximately two-thirds is expected to be achieved in fiscal 2023. These initiatives aim to improve profitability through a combination of increased yields, efficiencies in processing, procurement, and pricing, and reduced costs including from headcount reductions, decreased lease costs, professional and outside services, and implementation of operational efficiencies. In the third quarter of fiscal 2023, we achieved the full quarterly run rate of benefits from these initiatives, and others implemented during fiscal 2022, which helped to partially offset the effects of inflationary pressure on operating costs.

In the first nine months of fiscal 2022, we recognized insurance recoveries of $15 million in connection with the May 2021 fire at our steel mill in McMinnville, Oregon, reflecting recovery of applicable costs incurred by the mill operations following the incident. In the third quarter and first nine months of fiscal 2022, we also recognized insurance recoveries of $1 million and $11 million, respectively, in connection with the December 2021 fire at our Everett shredder facility, reflecting recovery of applicable losses including asset impairment charges, initial capital purchases, and other costs incurred in the periods. These amounts do not reflect potential additional recoveries of business income losses due to the interruptions that may be recognized in the future when settlements of the business interruption claims are resolved.

Selling, general, and administrative expense in the third quarter and first nine months of fiscal 2022 increased by 26% and 17%, respectively, compared to the prior year periods primarily due to higher employee-related expenses, including from increased competition for employees in a tight labor market, and increased outside and professional services and travel expenses, including from higher costs resulting from our acquisitions and other growth-related initiatives, as well as the impact of inflation partially offset by benefits from productivity initiatives. Accruals in connection with our annual incentive compensation plans were higher in the third quarter of fiscal 2022, compared to the prior year quarter, but lower for the nine-month period year-over-year. We also incurred higher legacy environmental charges during the first nine months of fiscal 2022, compared to the prior year period.

See the reconciliation of adjusted EBITDA in Non-GAAP Financial Measures at the end of this Item 2.

Interest expense was $5 million and $13 million, respectively, for the third quarter and first nine months of fiscal 2023, compared to $2 million and $5 million for the same periods in the prior year. The increase in interest expense was primarily due to higher interest rates on amounts outstanding under our bank credit facilities, as well as increased average borrowings, compared to the prior year periods.

Because of the sharp decline in market selling prices that occurred during the latter part of the third quarter of fiscal 2022, which has continued through the date of this report, we expect our net selling prices for primarily ferrous recycled metal products in the fourth quarter of fiscal 2022 to be lower than the average net selling prices for the third quarter of fiscal 2022. While we aim to respond to changes in selling prices by seeking to adjust purchase prices for unprocessed scrap metal, we may not be able to reduce our purchase prices to fully offset the reduction in selling prices, which may negatively impact our operating margins.

The effective tax rate from continuing operations for the third quarter and first nine months of fiscal ~~2022~~2023 was an expense on pre-tax income of ~~21.0%~~34.3% and ~~21.2%~~62.7%, respectively, compared to ~~18.0%~~21.0% and ~~20.0%~~21.2%, respectively, for the comparable prior year periods. Our effective tax rate from continuing operations for the third quarter of fiscal 2023 was higher than the U.S. federal statutory rate of 21% primarily due to the aggregate effect of permanent differences from non-deductible expenses and also unrecognized tax benefits on intra-period allocation. For the first nine months of fiscal 2023, the higher-than-statutory effective tax rate primarily reflected our near-breakeven financial performance for the period. For the third quarter and first nine months of fiscal 2022, our effective tax rate approximated the U.S. federal statutory rate ~~of 21%,~~ reflecting primarily the aggregate impact of state taxes and permanent differences from non-deductible expenses on the projected annual effective tax rate applied to the quarterly results, offset by discrete tax benefits resulting from vesting of share-based awards in the applicable periods and the favorable effects of other discrete items. Our effective tax rate from continuing operations for the third quarter and first nine months of fiscal 2021 was lower than the U.S. federal statutory rate primarily due to the benefit from the foreign derived intangible income deduction in fiscal 2021 and the impacts of research and development credits and other discrete items.

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.

We had cash balances of ~~$16~~$5 million and ~~$28~~$44 million as of May 31, ~~2022~~2023 and August 31, ~~2021,~~2022, respectively. Cash balances are intended to be used primarily for working capital, capital expenditures, dividends, share repurchases, investments, and acquisitions. We use excess cash on hand to reduce amounts outstanding under our credit facilities. As of May 31, ~~2022,~~2023, debt was ~~$322~~$351 million compared to ~~$75~~$249 million as of August 31, ~~2021,~~2022, and debt, net of cash, was ~~$306~~$346 million as of May 31, ~~2022,~~2023, compared to ~~$47~~$205 million as of August 31, ~~2021,~~2022, which increases were primarily due to increased borrowings from our credit facilities to fund ~~the acquisitions of the assets of the Columbus Recycling business on October 1, 2021 and the Encore Recycling business on April 29, 2022, and~~capital expenditures, higher net working capital ~~needs.~~needs, and the acquisition of the ScrapSource business on November 18, 2022. See the reconciliation of debt, net of cash, in Non-GAAP Financial Measures at the end of this Item 2.

Net cash provided by operating activities in the first nine months of fiscal ~~2022~~2023 was ~~$58~~$5 million, compared to ~~net cash provided by operating activities of $51~~$58 million in the first nine months of fiscal ~~2021.~~2022.

Sources of cash other than from earnings in the first nine months of fiscal 2023 included a $23 million decrease in inventories primarily due to lower raw material purchase costs and the timing of purchases and sales, a $10 million increase in accounts payable primarily due to the timing of purchases and payments, and a $10 million increase in other accrued liabilities due in part to receipt of additional advance payments from insurers towards our claims arising from the May 2021 steel mill fire. Uses of cash in the first nine months of fiscal 2023 included a $71 million increase in accounts receivable primarily due to the timing of sales and collections and a $30 million decrease in accrued payroll and related liabilities primarily due to the payment of incentive compensation in the first quarter of fiscal 2023 previously accrued under our fiscal 2022 plans.

Sources of cash other than from earnings in the first nine months of fiscal 2022 included a $45 million increase in accounts payable primarily due to higher raw material purchase prices and the timing of purchases and payments and a $9 million increase in income tax accruals. Uses of cash in the first nine months of fiscal 2022 included a $164 million increase in inventories due to higher raw material purchase costs and the timing of purchases and sales, a $43 million increase in accounts receivable primarily due to higher selling prices for most of our products, as well as the timing of sales and collections, a $17 million decrease in accrued payroll and related liabilities primarily due to the payment of incentive compensation in the first quarter of fiscal 2022 previously accrued under our fiscal 2021 plans, and a $15 million decrease in environmental liabilities primarily due to payments in connection with legacy environmental matters. The sources and uses of cash related to operating activities described above also reflect higher net working capital needs during the ramp-up of steel mill operations that began in August 2021 following completion of repair and replacement of damaged property arising from the May 2021 steel mill fire.

Sources of cash other than from earnings in the first nine months of fiscal 2021 included a $56 million increase in accounts payable primarily due to higher raw material purchase prices and the timing of payments, a $19 million increase in income tax accruals, and a $14 million increase in accrued payroll and related liabilities primarily due to increased incentive compensation liabilities. Uses of cash in the first nine months of fiscal 2021 included a $133 million increase in accounts receivable primarily due to increases in selling prices for recycled metals and finished steel and higher sales volumes, as well as the timing of sales and collections, and a $92 million increase in inventories due to higher raw material purchase prices, higher volumes on hand and the timing of purchases and sales.

Net cash used in investing activities was $117 million in the first nine months of fiscal 2023, compared to $262 million in the first nine months of fiscal ~~2022, compared to $76 million in the first nine months of fiscal 2021.~~2022.

Cash used in investing activities in the first nine months of fiscal 2023 included $25 million paid to acquire the assets of the ScrapSource business on November 18, 2022. We funded the acquisition using cash on hand and borrowings under our existing credit facilities. See Note 3 - Business Acquisitions in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report for further detail. Cash used in investing activities also included capital expenditures of $101 million to upgrade our equipment and infrastructure and for investments in advanced metals recovery technology and environmental and safety-related assets, compared to $98 million in the prior year period. Cash flows from investing activities in the first nine months of fiscal 2023 included proceeds of $8 million representing the portion of advance payments from insurers deemed a recovery of capital purchases incurred for repair and replacement of damaged property arising from the December 2021 Everett facility shredder fire, compared to such proceeds totaling $17 million in the prior year period in connection with our insurance claims relating to the May 2021 steel mill fire and the December 2021 Everett facility shredder fire.

Cash used in investing activities in the first nine months of fiscal 2022 included $114 million paid to acquire the assets of the Columbus Recycling business on October 1, 2021, which amount included $7 million paid at closing for estimated net working capital in excess of an agreed-upon benchmark, and also included $63 million paid to acquire the assets of the Encore Recycling business on April 29, 2022, which amount included $8 million paid at closing for estimated net working capital in excess of an agreed-upon benchmark. We funded these acquisitions using cash on hand and borrowings under our existing credit facilities. ~~See Note 3 - Business Acquisitions in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report for further detail.~~

Cash used in investing activities in the first nine months of fiscal 2022 also included capital expenditures of $98 million to upgrade our equipment and infrastructure and for investments in advanced metals recovery technology and environmental and safety-related assets, compared to $77 million in the prior year period. Cash flows from investing activities in the first nine months of fiscal 2022 included proceeds of $17million representing the portion of advance payments from insurance carriers deemed a recovery of capital purchases incurred for repair and replacement of damaged property arising from the May 2021 steel mill fire and the December 2021 Everett facility shredder fire. Cash used in investing activities in the first nine months of fiscal 2022 also included the purchase of an investment in the equity of a privately-held Canadian recycling entity for $5 million.

Net cash provided by financing activities in the first nine months of fiscal ~~2022~~2023 was ~~$192~~$74 million, compared to ~~$24~~$192 million in the first nine months of fiscal ~~2021.~~2022.

Cash flows from financing activities in the first nine months of fiscal ~~2022~~2023 included ~~$240~~$99 million in net borrowings of debt, compared to ~~$49~~$240 million in the prior year period (refer to Non-GAAP Financial Measures at the end of this Item 2). Uses of cash in the first nine months of fiscal 2023 and 2022 ~~and 2021~~ included ~~$11~~$8 million and $5$11 million, respectively, for payment of employee tax withholdings resulting from ~~vesting~~settlement of share-based awards and $16 million in each period for the payment of dividends. ~~Cash used in financing activities for the first nine months of fiscal 2022 also included $18 million for share repurchases.~~

Our senior secured revolving credit facilities, which provide for revolving loans of ~~$700~~$800 million and C$15 million, mature in August ~~2023~~2027 pursuant to a credit agreement with Bank of America, N.A., as administrative agent, and other lenders party thereto. Interest rates on outstanding indebtedness under the credit agreement are based, at our option, on either the ~~London Interbank Offered~~Secured Overnight Financing Rate (“~~LIBOR”~~SOFR”) (or the Canadian ~~equivalent~~Dollar Offered Rate, "CDOR" for C$ loans), plus a spread of between 1.25% and ~~3.50%~~2.00%, with the amount of the spread based on a pricing grid tied to our ratio of consolidated net funded debt to EBITDA (as defined by the credit agreement), or the greater of (a) the prime rate, (b) the federal funds rate plus 0.50%, or (c) the daily rate equal to ~~one-month LIBOR~~Term SOFR plus ~~1.75%~~1.00%, in each case, plus a spread of between ~~0.00%~~0.25% and ~~2.50%~~1.00% based on a pricing grid tied to our consolidated net funded debt to EBITDA ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between ~~0.20%~~0.175% and ~~0.50%~~0.30% based on a pricing grid tied to our ratio of consolidated net funded debt to EBITDA. ~~The~~

Under the credit ~~facility provides that LIBOR or any LIBOR successor rate is subject to a 0.50% floor and contains mechanics by which the parties~~agreement, we may ~~replace the benchmark interest rate used in the agreement from LIBOR to~~establish one or more ~~rates based~~key performance indicators (“KPIs”) to measure our performance with respect to certain of our environmental, social and governance targets. Subject to the terms and conditions of the credit agreement, we may propose to amend the credit agreement to modify (i) the pricing spread and (ii) the commitment fee rate. Such modifications would be tied to our performance against the KPIs and would allow for (i) the pricing spread to be increased or decreased by no more than (a) 0.025% per KPI and (b) 0.05% for all KPIs, and (ii) the commitment fee rate to be increased or decreased by no more than 0.005% for all KPIs. Such adjustments would be determined on ~~the secured overnight financing rate administered by the Federal Reserve Bank of New York or another alternative benchmark rate.~~an annual basis and would not be cumulative.

We had borrowings outstanding under our credit facilities of ~~$303~~$330 million as of May 31, ~~2022~~2023 and ~~$60~~$230 million as of August 31, ~~2021.~~2022. The weighted average interest rate on amounts outstanding under our credit facilities was ~~2.53%~~6.72% and ~~1.75%~~3.65% as of May 31, ~~2022~~2023 and August 31, ~~2021,~~2022, respectively.

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

As of May 31, ~~2022,~~2023, we were in compliance with the financial covenants under our credit agreement. The consolidated fixed charge coverage ratio was required to be no less than 1.50 to 1.00 and was ~~6.67~~2.64 to 1.00 as of May 31, ~~2022.~~2023. The consolidated leverage ratio was required to be no more than 0.55 to 1.00 and was ~~0.25~~0.28 to 1.00 as of May 31, ~~2022.~~

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

While we currently expect to remain in compliance with the financial covenants under the credit agreement, we may not be able to do so in the event market conditions ~~COVID-19,~~ or other ~~negative~~ factors have a significant adverse impact on our results of operations and financial position. If we do not maintain compliance with our financial covenants and are unable to obtain an amendment or waiver from our lenders, a breach of a financial covenant would constitute an event of default and allow the lenders to exercise remedies under the agreements, the most severe of which is the termination of the credit facility under our committed bank credit agreement and acceleration of the amounts owed under the agreement. In such case, we would be required to evaluate available alternatives and take appropriate steps to obtain alternative funds. We cannot assure that any such alternative funds, if sought, could be obtained or, if obtained, would be adequate or on acceptable terms.

Other debt obligations, which totaled $13 million ~~and $8 million~~ as of both May 31, ~~2022~~2023 and August 31, ~~2021,~~2022, respectively, primarily relate to equipment purchases, the contract consideration for which includes an obligation to make future monthly payments to the vendor in the form of licensing fees. For accounting purposes, such obligations are treated as a partial financing of the purchase price by the equipment vendor. Monthly payments commence when the equipment is placed in service and achieves specified minimum operating metrics, with payments continuing for a period of four years thereafter. ~~In the first nine months of fiscal 2022, we recorded $7 million of additional debt obligations with these terms generally.~~

Capital expenditures totaled ~~$98~~$101 million for the first nine months of fiscal ~~2022,~~2023, compared to ~~$77~~$98 million for the prior year period. Capital expenditures in the first nine months of fiscal ~~2022~~2023 included approximately ~~$34~~$27 million for investments in growth. We currently plan to invest in the range of ~~$130~~$110 million to ~~$150~~$120 million in capital expenditures in fiscal ~~2022.~~2023, which range excludes capital expenditures associated with the ongoing repair and replacement of the shredder enclosure building damaged by the fire at our Everett facility, as these expenditures are expected to be substantially recovered through insurance. These capital expenditures include investments in growth, including new nonferrous processing technologies, and to support volume initiatives as well as post-acquisition and other growth projects, and investments to upgrade our equipment and infrastructure and for environmental and safety-related assets, using cash generated from operations and available credit facilities. ~~The COVID-19 pandemic has~~Supply chain disruptions have contributed to some delays in construction activities and equipment deliveries related to our capital projects, and to the time required to obtain permits from government agencies, resulting in the deferral of certain capital expenditures. Given the continually evolving nature of ~~the COVID-19 pandemic~~such disruptions and other factors impacting the timing of project completion, the extent to which forecasted capital expenditures could be deferred is uncertain.

Building on our commitment to recycling and operating our business in an environmentally responsible manner, we continue to invest in facilities that improve our environmental presence in the communities in which we operate. As part of our capital expenditures discussed in the prior paragraph, we invested approximately ~~$13~~$19 million in capital expenditures for environmental projects in the first nine months of fiscal ~~2022,~~2023, and we currently plan to invest in the range of ~~$25~~$30 million to ~~$35~~$40 million for such projects in fiscal ~~2022.~~2023. These projects include investments in equipment to ensure ongoing compliance with air quality and other environmental regulations and storm water systems.

We have been identified by the United States Environmental Protection Agency as one of the potentially responsible parties that own or operate or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site ~~(the “Site”~~(“Portland Harbor”). See Note 5 - Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report for a discussion of this matter, as well as other legacy environmental loss contingencies. We believe it is not possible to reasonably estimate the amount or range of costs which we are likely to or which it is reasonably possible that we will incur in connection with ~~the Site,~~Portland Harbor, although such costs could be material to our financial position, results of operations, cash flows, and liquidity. We have insurance policies and Qualified Settlement Funds ("QSFs") that we believe will provide reimbursement for costs we incur for defense, remediation, and mitigation for natural resource damages claims in connection with ~~the Site,~~Portland Harbor, although there are no assurances that those policies and the QSFs will cover all of the costs which we may incur. Significant cash outflows in the future related ~~to the Site,~~Portland Harbor, as well as related to other legacy environmental loss contingencies, could reduce the amounts available for borrowing that could otherwise be used for working capital, capital expenditures, dividends, share repurchases, investments, and acquisitions and could result in our failure to maintain compliance with certain covenants in our debt agreements, and could adversely impact our liquidity.

On April ~~6, 2022,~~5, 2023, our Board of Directors declared a dividend for the third quarter of fiscal ~~2022~~2023 of $0.1875 per common share, which equates to an annual cash dividend of $0.75 per common share. The dividend was paid on May ~~2, 2022.~~8, 2023.

~~Pursuant to our share repurchase program as amended in 2001, 2006 and 2008, we were authorized to repurchase up to 9 million shares of our Class A common stock.~~ As of May 31, ~~2022,~~2023, pursuant to our board-authorized share repurchase programs, we had ~~repurchased approximately 8.7 million shares under the program and had~~remaining authorization to repurchase up to ~~a remaining 262 thousand~~2.8 million shares of our Class A common stock when we deem such repurchases to be appropriate. ~~On June 27, 2022, the Company's Board of Directors authorized the repurchase of up to an additional 3.0 million shares of our Class A common stock.~~ We may repurchase our common stock for a variety of reasons, such as to optimize our capital structure and to offset dilution related to share-based compensation arrangements. We consider several factors in determining whether to make share repurchases including, among other things, our cash needs, the availability of funding, our future business plans, and the market price of our stock. InWe did not repurchase any of our common stock during the ~~third quarter and~~ first nine months of fiscal ~~2022, we repurchased 244 thousand and 444 thousand shares, respectively, of our Class A common stock in open-market transactions for a total of $10 million and $18 million, respectively.~~2023.

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

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

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, ~~2021.~~2022.

We maintain stand-by letters of credit to provide support for certain obligations, including workers’ compensation and performance bonds. As of May 31, ~~2022,~~2023, we had $9$7 million outstanding under these arrangements.

There were no material changes to our critical accounting 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, ~~2021, other than the following.~~

We recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree at the acquisition date, measured at their fair values as of that date. Contingent purchase consideration is recorded at fair value at the date of acquisition. Any excess purchase price over the fair value of the net assets acquired is recorded as goodwill. Within one year from the date of acquisition, we may update the value allocated to the assets acquired and liabilities assumed, and the resulting goodwill balance, based on information received regarding the valuation of such assets and liabilities that was not available at the time of purchase. Measuring assets and liabilities at fair value requires us to determine the price that would be paid by a third-party market participant based on the highest and best use of the assets or interests acquired. See Note 3 - Business Acquisitions in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report for disclosure of our acquisition of the assets of the Columbus Recycling business on October 1, 2021 and our acquisition of the assets of the Encore Recycling business on April 29, 2022. As of the date of this report, measurement of actual acquired net working capital, as well as the fair values of certain other acquired assets and assumed liabilities for both acquisitions, is still preliminary and subject to change based on the completion of valuation procedures.

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

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

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

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

Adjusted EBITDA, adjusted selling, general, and administrative expense, adjusted income from continuing operations attributable to SSI shareholders, and adjusted diluted earnings per share from continuing operations attributable to SSI shareholders

Management believes that providing these non-GAAP financial measures adds a meaningful presentation of our results from business operations excluding ~~adjustments~~charges for ~~charges for~~legacy environmental matters (net of recoveries), asset impairment charges, adjustments for restructuring charges and other exit-related activities, business development costs not related to ongoing operations including pre-acquisition expenses, charges related to non-ordinary course legal settlements, ~~legacy environmental matters (net of recoveries), restructuring charges and other exit-related activities,~~ and the income tax benefit allocated to these adjustments, items which are not related to underlying business operational performance, and improves the period-to-period comparability of our results from business operations.

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

Following are reconciliations of adjusted income from continuing operations attributable to SSI shareholders and adjusted diluted earnings per share from continuing operations attributable to SSI shareholders (in thousands, except per share data):

We are exposed to commodity price risk, mainly associated with variations in the market price for ferrous and nonferrous metals, including scrap metal, finished steel products, auto bodies and other commodities. The timing and magnitude of industry cycles are difficult to predict and are impacted by general economic conditions as well as other factors including political and military events. We respond to increases and decreases in forward selling prices by adjusting purchase prices. We actively manage our exposure to commodity price risk and monitor the actual and expected spread between forward selling prices and purchase costs and processing and shipping expense. Sales contracts are based on prices negotiated with our customers, and generally orders are placed 30 to 60 days ahead of the shipment date. However, financial results may be negatively impacted when forward selling prices fall more quickly than we can adjust purchase prices or when customers fail to meet their contractual obligations. We assess the net realizable value of inventory (“NRV”) each quarter based upon contracted sales orders and estimated future selling prices. ~~As a result of this assessment as of May 31, 2022, we recorded inventory write-downs of $3 million in the third quarter of fiscal 2022.~~ Based on contracted sales and estimates of future selling prices, a 10% decrease in the estimated selling price of inventory would not have had a material NRV impact as of May 31, ~~2022.~~2023.

There have been no material changes to our disclosure regarding interest rate risk set forth in Item 7A. Quantitative and Qualitative Disclosures About Market Risk included in our Annual Report on Form 10-K for the year ended August 31, ~~2021.~~2022.

Credit risk relates to the risk of loss that might occur as a result of non-performance by counterparties of their contractual obligations to take delivery of scrap metal and finished steel products and to make financial settlements of these obligations, or to provide sufficient quantities of scrap metal or payment to settle advances, loans and other contractual receivables in connection with demolition and scrap extraction projects. We manage our exposure to credit risk through a variety of methods, including shipping ferrous scrap metal exports under letters of credit, collection of deposits prior to shipment for certain nonferrous export customers, establishment of credit limits for certain sales on open terms, credit insurance and designation of collateral and financial guarantees securing advances, loans, and other contractual receivables. ~~As a result of COVID-19, we~~We have experienced reductions in the availability of credit insurance that we have historically used to cover a portion of our recycled metal and finished steel sales to domestic customers, which reduced availability may increase our exposure to customer credit risk. In addition, in higher or rising commodity price environments, we have experienced proportionately lower credit insurance coverage of applicable customer credit limits, which may increase our exposure to customer credit risk.

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

As of May 31, ~~2022~~2023 and August 31, ~~2021, 21%~~2022, 35% and ~~30%~~24%, respectively, of our accounts receivable balance was covered by letters of ~~credit. Of~~credit, and the ~~remaining balance, 99% and 97% was less than 60 days~~amount of past due ~~as of May 31, 2022 and August 31, 2021, respectively.~~receivables was not material.

We are exposed to foreign currency exchange rate risk, mainly associated with sales transactions and related accounts receivable denominated in the U.S. Dollar by our Canadian subsidiary with a functional currency of the Canadian Dollar. ~~In certain instances, we may use derivatives to manage some portion of this risk. As of May 31, 2022 and August 31, 2021, we did not have any derivative contracts.~~

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives. Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Consistent with guidance issued by the Securities and Exchange Commission that an assessment of internal controls over financial reporting of a recently acquired business may be omitted from management's evaluation of disclosure controls and procedures, management is excluding an assessment of the internal controls of the ~~acquired Columbus Recycling~~ScrapSource business, which we acquired on ~~October 1, 2021, and the Encore Recycling business, which we acquired on April 29,~~November 18, 2022, from its evaluation of the effectiveness of our disclosure controls and procedures. ~~Together, the Columbus Recycling and Encore Recycling businesses~~The ScrapSource business represented ~~approximately 10%~~less than 2% of our consolidated total assets and 5%less than 1% of our consolidated total revenues as of and for the nine months ended May 31, ~~2022.~~2023. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of May 31, ~~2022,~~2023, our disclosure controls and procedures were effective at the reasonable assurance level.

There was no change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended May 31, ~~2022,~~2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Information regarding reportable legal proceedings is contained in Part I, “Item 3. Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended August 31, ~~2021;~~2022; and in Part II, “Item 1. Legal Proceedings” in our Quarterly Report on Form 10-Q for the quarterly period ended ~~November 30, 2021; and below in this Part II, “Item 1. Legal Proceedings” of this Quarterly Report on Form 10-Q.~~February 28, 2023. Also see Note 5 - Commitments and Contingencies in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, incorporated by reference herein.

As previously disclosed, the Company had reached agreement with the United States Environmental Protection Agency (USEPA) and the United States Department of Justice (USDOJ) to settle a 2018 finding of violation letter with respect to alleged violations of environmental requirements stemming from refrigerant recovery management program inspections at 12 of our facilities in the New England and Pacific Northwest regions in 2017. On April 21, 2022, the USDOJ on behalf of the USEPA filed a Complaint and lodged a proposed Consent Decree with the United States District Court for the District of Massachusetts. Pursuant to the proposed Consent Decree, without admitting any liability with respect to the allegations in the Complaint and as previously disclosed, the Company would settle this matter for a civil penalty of $1.55 million, implementation of an approved enhanced refrigerant recovery management program, and execution of a R-12 refrigerant destruction mitigation project. The proposed Consent Decree was published in the Federal Register on April 27, 2022 for a 30-day public comment period. No public comments were received, and the Court entered the Consent Decree as a final judgment on June 23, 2022 (Effective Date). The Company has implemented the USEPA approved enhanced refrigerant recovery management program at its metals recycling facilities, and payment of the civil penalty is due within 30 days after the Effective Date.

As previously disclosed, the Company had reached agreement with the District Attorneys for six counties in California to settle a joint investigation which had commenced in or prior to 2019 into the alleged mishandling of hazardous materials and hazardous waste, including the commingling of nonhazardous and hazardous wastes, as well as alleged water pollution violations, at various Pick-n-Pull locations within California. On March 10, 2022, the Superior Court of the State of California, County of Santa Clara issued a Final Stipulated Judgment resolving this matter. Pursuant to the Final Stipulated Judgment, without admitting any violation of law and as previously disclosed, Pick-n-Pull agreed to settle this matter for a civil penalty of $1.85 million, plus payments of $300,000 for supplemental environmental projects and $350,000 for reimbursement of investigation and enforcement costs, and to comply with injunctive terms relating to the facilities’ waste management activities. Pick-N-Pull has implemented additional compliance measures at all operating Pick-n-Pull locations in the state and on April 4, 2022 made the payments required under the Final Stipulated Judgment.

As previously disclosed, the Company had received a Pre-Enforcement Notice (PEN) in September 2021 from the Oregon Department of Environmental Quality (ODEQ) alleging that the Company’s metal shredder facility in Portland, Oregon is in violation of Title V of the Clean Air Act (CAA) and stating that ODEQ had referred the matter to USEPA for review and possible formal enforcement. On April 25, 2022, the Company received an Information Request from USEPA, Region 10 under Section 114 of the CAA with respect to both the Portland shredder facility and the Tacoma metal shredder facility owned and operated by a subsidiary of the Company. The Company is responding to the Information Request. In a response letter, we identified why Title V does not apply to the Portland and Tacoma facilities, explained that we had submitted an application to ODEQ in December 2018 for an Air Contaminant Discharge Permit with plant site emission limits that would limit emissions to less than Title V thresholds, noted that the Tacoma facility operates pursuant to an Order of Approval issued by the Puget Sound Clean Air Agency, described that we were proactively enclosing the shredders and installing particulate and volatile organic compound controls at both facilities, and included information on the permit applications that had been submitted in connection with the enclosure and emission control projects. The Company does not believe that any enforcement action is warranted in this matter.

As previously disclosed, the Company had reached agreement with the Alameda County District Attorney and the California Office of the Attorney General (COAG) to settle certain alleged violations of environmental requirements at our Oakland metals recycling facility pursuant to a Stipulation for Entry of Final Judgment and Order on Consent (Consent Order) issued by the Superior Court of the State of California, County of Alameda in February 2021. On March 30, 2022, the Company received a letter from the COAG alleging violations of the Consent Order and demanding that the Company take additional measures to address the off-site release and deposition of light fibrous material (LFM). The Company does not believe that it is in violation of the Consent Order and in a response letter detailed the additional control measures that the Company has implemented and continues to implement to reduce the potential for releases of LFM from its Oakland facility. The Company is in continuing discussions with the COAG, the Alameda County District Attorney’s office, and the California State Department of Toxic Substances Control (DTSC) regarding this matter and does not believe that enforcement action is warranted.

As previously disclosed in the matter filed by The Athletics Investment Group LLC (A’s) against the DTSC as Respondent and the Company as Real Party in Interest in the Superior Court of the State of California, County of Alameda, the A’s obtained an initial order requiring the DTSC to rescind the Company’s “f” letters pursuant to which DTSC classified treated shredder residue from the Company’s metal shredding facility in California as a “nonhazardous waste,” which among other things allows its use as alternative daily cover at municipal landfills. The DTSC rescinded the Company’s “f” letters on November 29, 2021 pursuant to such order. As an additional element of DTSC’s compliance with the order, DTSC adopted an emergency regulation (CTMSR Regulation) that allows metal shredding facilities to transport and dispose of treated shredder residue as non-hazardous waste under a conditional exclusion. The CTMSR Regulation became effective on December 10, 2021, and the Company resumed shipment of treated shredder residue for use as alternative daily cover at municipal landfills in California in late December 2021. On January 14, 2022, the A’s filed a motion to enforce the Court’s order, and on April 18, 2022, the Superior Court issued an order granting that motion and prohibiting the application of the CTMSR Regulation to the Company’s operations. Both the DTSC and the Company have filed a notice of appeal of the Superior Court’s most recent order to the California State Court of Appeals, First Appellate District, Division Three, which notice of appeal has the effect of automatically staying the order. On June 10, 2022, the A’s filed a “Second Motion to Enforce” the Superior Court’s order, effectively seeking to lift the automatic stay and seeking sanctions against the DTSC. In the meantime, the Company’s appeal of both the Superior Court’s initial order requiring rescission of the “f” letters and the Superior Court’s order lifting the initial stay remain pending before the same State Court of Appeals.

Following an inspection by the DTSC of the Company’s Oakland metal shredding facility on May 16 and 17, 2022, the Company in its compilation and review of records requested by the DTSC during that inspection discovered and promptly self-disclosed to the DTSC that it is unable to confirm that it was in compliance with certain aspects of the CTMSR Regulation for certain periods since the adoption of the emergency regulation. The Company reported the corrective actions it has taken and the numerous detailed procedures that are now in place to prevent recurrence. The Company is confident that any failure to comply with the CTMSR Regulation did not pose a risk to human health or the environment. On June 23, 2022, the DTSC issued an Amended Summary of Violations (SOV) alleging that the Company is treating and storing CTMSR without a permit or other grant of authorization in violation of the California Hazardous Waste Control Law and its implementing regulations and that without such authorization the Company cannot utilize the CTSMR Regulation. The Company had previously discussed with DTSC the various forms of authorization that would satisfy the CTMSR Regulation and had promptly obtained a Permit by Rule which it understood to be a satisfactory option. The Company disputes the allegations in the SOV and has filed an application for a different form of authorization (Interim Status) under a reservation of rights that allows the Company to continue treating, storing, transporting, and disposing of CTSMR.

On May 6, 2022, the A’s filed an action in the Superior Court of the State of California, County of Alameda against the Bay Area Air Quality Management District (BAAQMD) as Respondent and the Company as Real Party in Interest alleging that the BAAQMD has failed to properly regulate the Company’s Oakland shredder facility under the federal and California Clean Air Acts and seeking an order requiring the BAAQMD to revoke the Company’s Permit to Operate for the Oakland facility. On June 3, 2022, the BAAQMD with the consent of the Company removed this action to the United States District Court, Northern District of California, Oakland Division. The Company has filed a motion to relate this most recent A’s lawsuit to a substantially similar action filed by the A’s against the Company on July 7, 2021 in the United States District Court, Northern District of California, Oakland Division under the federal Clean Air Act’s citizen suit provision alleging violations by the Oakland facility of the federal Clean Air Act and permit conditions and seeking declaratory and injunctive relief, which action is currently in discovery with a trial, if any, currently scheduled for October 2023.

There have been no material changes to our risk factors reported or new risk factors identified since the filing of our Annual Report on Form 10-K for the year ended August 31, ~~2021, except for the changes disclosed in the subsequent Quarterly Reports on Form 10-Q for the quarterly periods ended November 30, 2021 and February 28,~~ 2022.

Pursuant to a share repurchase program, as amended in 2001, 2006, and 2008, our Board of Directors had previously authorized the repurchase of up to 9 million shares of our Class A common stock when management deems such repurchases to be appropriate. We repurchased 244 thousand shares of our Class A common stock under the program in open-market transactions during the third quarter of fiscal 2022. As of May 31, 2022, we had existing authorization remaining under the program to repurchase up to approximately 262 thousand shares.

~~The table below presents a summary of our share repurchases during the quarter ended May 31, 2022:~~

On June 27, 2022, our Board of Directors authorized a new share repurchase program of up to three million shares of our Class A common stock for a total repurchase authority as of the date of this filing of 3,262,206 shares, reflecting the additional 262,206 shares available for repurchase pursuant to our previously authorized share repurchase program to repurchase up to an aggregate of nine million shares. The share repurchase program does not require us to acquire any specific number of shares. The program does not have a stated expiration date, and we may suspend, extend, or terminate the program at any time without prior notice. The program may be executed through open-market purchases, privately negotiated transactions, or utilizing Rule 10b5-1 programs.

~~Share Repurchase Program~~On June 27, 2023, Schnitzer Steel Industries, Inc. (the “Company”) announced that Michael R. Henderson plans to retire from his position as the Company’s Senior Vice President and President, Operations, effective July 21, 2023 or such earlier date as agreed by the Company and Mr. Henderson.

~~For information regarding the authorization of a new share repurchase program by our Board of Directors on~~On June 27, ~~2022, see “Item 2. Unregistered Sales~~2023, the Company and Mr. Henderson entered into a separation agreement (the “Separation Agreement”) under which Mr. Henderson will provide consulting services to the Company for up to a one-year period following his retirement (the “Consulting Term”). In consideration of ~~Equity Securities~~the consulting services, the Company will pay Mr. Henderson a fee in the form of salary continuation payments at Mr. Henderson’s current annualized salary rate through the end of the Consulting Term. Additionally, in consideration of Mr. Henderson’s agreement to a customary release of claims and ~~Use of Proceeds” above~~certain restrictive covenants pursuant to the Separation Agreement, the Company will provide Mr. Henderson with approximately $20,000 in ~~Part II of this report, incorporated by reference herein.~~Company-paid COBRA continuation coverage. In accordance with Mr. Henderson’s retirement eligible status under the Company’s incentive plans, the Separation Agreement reflects that Mr. Henderson’s equity awards will vest and be settled to the extent provided in accordance with their existing terms and Mr. Henderson will be entitled to receive a pro-rated annual bonus for the 2023 fiscal year.

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.



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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $1.00 par value	SCHN	The Nasdaq Stock Market LLC


	PAGE
FORWARD-LOOKING STATEMENTS	3

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)	4

Unaudited Condensed Consolidated Balance Sheets as of May 31, ~~2022~~2023 and August 31, ~~2021~~2022	4

Unaudited Condensed Consolidated Statements of ~~Income~~Operations for the Three and Nine Months Ended May 31, ~~2022~~2023 and ~~2021~~2022	5

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended May 31, ~~2022~~2023 and ~~2021~~2022	6

Unaudited Condensed Consolidated Statements of Equity for the Three and Nine Months Ended May 31, ~~2022~~2023 and ~~2021~~2022	7

Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended May 31, ~~2022~~2023 and ~~2021~~2022	9

Notes to the Unaudited Condensed Consolidated Financial Statements	11

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2526

Item 3. Quantitative and Qualitative Disclosures about Market Risk	3839

Item 4. Controls and Procedures	3940

PART II. OTHER INFORMATION

Item 1. Legal Proceedings	4041

Item 1A. Risk Factors	4241

~~Item 2. Unregistered Sales of Equity Securities and Use of Proceeds~~	42

Item 5. Other Information	4241

Item 6. Exhibits	4342

SIGNATURES	4443


	Nine Months Ended May 31,				Nine Months Ended May 31,
	2022		2021		2023		2022
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest	$	3,249	$	2,454	$	11,763	$	3,249
Income taxes paid, net	$	10,502	$	1,267
Income taxes, net					$	4,565	$	10,502
Schedule of noncash investing and financing transactions:
Purchases of property, plant and equipment included in liabilities	$	19,868	$	10,572	$	12,605	$	19,868


	Percentage
Expected share price volatility (SSI)		~~51.6~~56.1	%
Expected share price volatility (Peer group)		~~58.5~~60.5	%
Expected correlation to peer group companies		~~46.0~~48.1	%
Risk-free rate of return		~~0.61~~4.16	%


Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐


Cash	$	325
Accounts receivable		22,763
Inventories		10,060
Other current assets		255
Property, plant and equipment		13,491
Operating lease right-of-use assets		254
Goodwill(1)		62,552
Intangibles and other assets		19,741
Total assets acquired		129,441
Current liabilities		11,828
Other liabilities		3,350
Total liabilities assumed		15,178
Net assets acquired	$	114,263


Accounts receivable	$	10,464
Inventories		4,270
Other current assets		65
Property, plant and equipment		24,937
Operating lease right-of-use assets		402
Goodwill(1)		21,715
Intangibles and other assets(2)		3,816
Total assets acquired		65,669
Current liabilities		1,447
Other liabilities		1,091
Total liabilities assumed		2,538
Net assets acquired	$	63,131


	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 - March 31, 2022		—	$	—		—		505,998
April 1 - April 30, 2022		15,000	$	47.56		15,000		490,998
May 1 - May 31, 2022		228,792	$	40.56		228,792		262,206
Total third quarter 2022		243,792				243,792


Exhibit Number		Exhibit Description

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.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


		SCHNITZER STEEL INDUSTRIES, INC.
		(Registrant)

Date:	June ~~29, 2022~~27, 2023	By:	/s/ Tamara L. Lundgren
			Tamara L. Lundgren
			Chairman, President and Chief Executive Officer

Date:	June ~~29, 2022~~27, 2023	By:	/s/ ~~Richard D. Peach~~Stefano R. Gaggini
			~~Richard D. Peach~~Stefano R. Gaggini
			~~Executive~~Senior Vice President ~~Chief Financial Officer~~ and Chief ~~Strategy~~Financial Officer