This section includes a discussion of our operations for the three months ended November 30, 2019 and 2018. The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our financial condition and results of operations. The discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended August 31, 2019, and the Unaudited Condensed Consolidated Financial Statements and the related Notes thereto included in Part I, Item 1 of this report.

General

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

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

AMR sells ferrous and nonferrous recycled scrap metal in both foreign and domestic markets. AMR acquires, processes and recycles auto bodies, rail cars, home appliances, industrial machinery, manufacturing scrap and construction and demolition scrap through its 90 auto and metals recycling facilities. Our largest source of auto bodies is our own network of retail auto parts stores, which operate under the commercial brand-name Pick-n-Pull. AMR procures salvaged vehicles and sells serviceable used auto parts from these vehicles through its 51 self-service auto parts stores located across the United States and Western Canada. 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 where geographically more economical. AMR then processes mixed and large pieces of scrap metal into smaller pieces by crushing, torching, shearing, shredding and sorting, resulting in scrap metal pieces of a size, density and metal content required by customers to meet their production needs. The manufacturing process includes physical separation of ferrous and nonferrous materials through automated and manual processes into various sub-classifications, each of which has a value and metal content used by our customers for their end products. AMR uses a variety of shredding and separation systems to efficiently process and sort recycled scrap metal.

CSS operates a steel mini-mill in McMinnville, Oregon that produces a range of finished steel long products such as reinforcing bar (rebar) and wire rod. The primary feedstock for the manufacture of its products is ferrous recycled scrap metal. CSS's steel mill obtains substantially all of its scrap metal raw material requirements from its integrated metals recycling and joint venture operations. CSS's metals recycling operations comprise a collection, shredding and export operation in Portland, Oregon, four feeder yard operations located in Oregon and Southern Washington, and one metals recycling joint venture ownership interest. Additionally, CSS purchases small volumes of ferrous scrap metal from AMR and sells ferrous and nonferrous recycled scrap metal primarily into the export market.

We use segment operating income to measure our segment performance. We do not allocate corporate interest income and expense, income taxes and other income and expense to our reportable segments. Certain expenses related to shared services that support operational activities and transactions are allocated from Corporate to the segments. Unallocated Corporate expense consists primarily of expense for management and certain administrative services that benefit both reportable segments. In addition, we do not allocate certain items to segment operating income because management does not include the information in its measurement of the performance of the operating segments. Such unallocated items include restructuring charges and other exit-related activities, charges (net of recoveries) related to legacy environmental matters, and provisions for certain legal matters. Because of the unallocated income and expense, the operating income of each reportable segment does not reflect the operating income the reportable segment would report as a stand-alone business. The results of discontinued operations are excluded from segment operating income and are presented separately, net of tax, from the results of ongoing operations for all periods presented.

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

Our results of operations depend in large part on the demand and prices for recycled metal in foreign and domestic markets and on the supply of raw materials, including end-of-life vehicles, available to be processed at our facilities. We respond to changes in selling prices for processed metal by seeking to adjust purchase prices for unprocessed scrap metal in order to manage the impact on our operating income. We believe we generally benefit from sustained periods of stable or rising recycled scrap metal selling prices, which allow us to better maintain or increase both operating income and unprocessed scrap metal flow into our facilities. When recycled scrap metal selling prices decline, either sharply or for a sustained period, our operating margins typically compress.



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Our deep water 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 deep water port facilities (in Kapolei, Hawaii and Salinas, Puerto Rico) allow us to efficiently meet the global demand for 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 also depend on the demand and prices for our finished steel products, the manufacture of which uses internally sourced ferrous recycled scrap metal as the primary feedstock, as well as other raw materials. Our steel mill in Oregon sells to industrial customers primarily in North America.

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





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                        SCHNITZER STEEL INDUSTRIES, INC.

Executive Overview of Financial Results for the First Quarter of Fiscal 2020

We generated consolidated revenues of $406 million in the first quarter of fiscal 2020, a decrease of 28% from the $564 million of consolidated revenues in the first quarter of fiscal 2019, primarily due to significantly lower average net selling prices for our ferrous and nonferrous products, in both export and domestic markets, and reduced sales volumes compared to the prior year quarter. These decreases were driven by weaker market conditions for recycled metals globally primarily due to softer demand for finished steel and structural changes to the market for certain recycled nonferrous products resulting from Chinese import restrictions and tariffs. Market selling prices for ferrous recycled metal declined sharply by approximately $60 per ton, or approximately 20%, between the beginning of August and October 2019, before partially recovering in November. Compared to the prior year quarter, average net selling prices for our ferrous products at AMR decreased by 28% and ferrous sales volumes at AMR decreased by 10%, reflecting weaker demand globally and reduced supply of raw materials including end-of-life vehicles due to the lower price environment. Nonferrous revenues at AMR in the first quarter of fiscal 2020 decreased by 14% compared to the prior year quarter, as nonferrous average net selling prices and sales volumes at AMR decreased by 8% and 14%, respectively. Steel revenues in the first quarter of fiscal 2020 decreased by 24% compared to the prior year quarter primarily reflecting the impact of significantly lower average net selling prices for our finished steel products and decreased sales volumes.

Consolidated operating loss was $(8) million in the first quarter of fiscal 2020, compared to income of $23 million in the first quarter of fiscal 2019. Adjusted consolidated operating loss was $(4) million in the first quarter of fiscal 2020, compared to income of $23 million in the first quarter of fiscal 2019. Adjusted consolidated operating (loss) income for each period excludes the impact of charges for legacy environmental matters, net of recoveries, asset impairment charges, and restructuring charges and other exit-related activities. See the reconciliation of adjusted consolidated operating (loss) income in Non-GAAP Financial Measures at the end of this Item 2.

AMR reported an operating loss in the first quarter of fiscal 2020 of $(2) million, compared to income of $23 million in the prior year period. The sharply declining price environment during most of the first quarter of fiscal 2020 had a significant adverse impact on operating margins and overall operating results at AMR for the period. Ferrous metal spreads at AMR in the first quarter of fiscal 2020 declined by approximately 20% and average net selling prices for AMR's nonferrous joint products that are recovered from the shredding process, comprising primarily zorba, decreased by 12%, compared to the prior year quarter. In the sharply declining commodity price environment, average inventory costs did not decrease as quickly as purchase costs for scrap metal, resulting in an adverse effect on cost of goods sold and overall operating results at AMR. In addition, the lower price environment adversely impacted the supply of scrap metal including end-of-life vehicles, which resulted in lower processed volumes compared to the prior year quarter. The adverse effects of the market conditions on AMR's operating results in the first quarter of fiscal 2020 were partially offset by the benefits from productivity initiatives implemented subsequent to the prior year quarter.

CSS reported operating income of $4 million in the first quarter of fiscal 2020, compared to $12 million in the prior year quarter, with the decrease primarily reflecting the impact of the declining price environment for finished steel during the first quarter of fiscal 2020. Finished steel average net selling prices declined $104 per ton, or 14%, compared to the prior year quarter, which led to a compression of finished steel margins as decreases in selling prices outpaced the reduction in raw material purchase prices and other input costs. The effects of finished steel margin compression were partially offset by benefits from productivity initiatives. CSS operating results in the first quarter of fiscal 2019 reflected higher finished steel margins compared to the current quarter, supported by the higher and rising price environment at the time.

Consolidated selling, general and administrative ("SG&A") expense in the first quarter of fiscal 2020 decreased by $5 million, or 9%, compared to the prior year quarter primarily due to a $6 million decrease in employee-related expenses, including from lower incentive compensation accruals, partially offset by a $1 million charge related to an environmental matter at AMR.

In the first quarter of fiscal 2020, we invested $24 million in capital expenditures, including towards the implementation of advanced metals recovery technology at several of our major export facilities consistent with our strategic plan, which we expect will deliver benefits to our profitability beginning in the second half of fiscal 2020. We currently plan to invest up to $125 million in capital expenditures in fiscal 2020, including $60 million for investments in growth, including advanced metals recovery technology and to support volume initiatives and other growth projects.



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Net loss from continuing operations attributable to SSI shareholders in the first quarter of fiscal 2020 was $(7) million, or $(0.26) per diluted share, compared to net income of $16 million, or $0.57 per diluted share, in the prior year quarter. Adjusted net loss from continuing operations attributable to SSI shareholders in the first quarter of fiscal 2020 was $(5) million, or $(0.17) per diluted share, compared to net income of $17 million, or $0.59 per diluted share, in the prior year quarter. See the reconciliation of adjusted net (loss) income from continuing operations attributable to SSI shareholders and adjusted diluted (loss) earnings per share from continuing operations attributable to SSI shareholders in Non-GAAP Financial Measures at the end of this Item 2.

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



   •  For the first three months of fiscal 2020, net cash provided by operating
      activities of $11 million, compared to net cash used in operating activities
      of $12 million in the prior year comparable period;


   •  Debt of $128 million as of November 30, 2019, compared to $105 million as of
      August 31, 2019; and


   •  Debt, net of cash, of $119 million as of November 30, 2019, compared to $93
      million as of August 31, 2019 (see the reconciliation of debt, net of cash,
      in Non-GAAP Financial Measures at the end of this Item 2).




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                        SCHNITZER STEEL INDUSTRIES, INC.



Results of Operations



                                                    Three Months Ended November 30,
($ in thousands)                              2019                2018            % Change
Revenues:
Auto and Metals Recycling                 $     312,757       $     436,412               (28 )%
Cascade Steel and Scrap                          94,266             130,386               (28 )%
Intercompany revenue eliminations(1)             (1,439 )            (2,778 )             (48 )%
Total revenues                                  405,584             564,020               (28 )%
Cost of goods sold:
Auto and Metals Recycling                       280,129             378,736               (26 )%
Cascade Steel and Scrap                          86,244             114,335               (25 )%
Intercompany cost of goods sold
eliminations(1)                                  (1,613 )            (2,939 )             (45 )%
Total cost of goods sold                        364,760             490,132               (26 )%
Selling, general and administrative
expense:
Auto and Metals Recycling                        33,519              34,766                (4 )%
Cascade Steel and Scrap                           3,945               4,448               (11 )%
Corporate(2)                                      9,310              12,205               (24 )%
Total selling, general and
administrative expense                           46,774              51,419                (9 )%
Income from joint ventures:
Auto and Metals Recycling                           (39 )              (170 )             (77 )%
Cascade Steel and Scrap                            (160 )              (315 )             (49 )%
Total income from joint ventures                   (199 )              (485 )             (59 )%
Asset impairment charges:
Auto and Metals Recycling                         1,580                  63                NM
Corporate                                           112                   -                NM
Total asset impairment charges                    1,692                  63                NM
Operating (loss) income:
Auto and Metals Recycling                        (2,432 )            23,017                NM
Cascade Steel and Scrap                           4,237              11,918               (64 )%
Segment operating income                          1,805              34,935                NM
Restructuring charges and other
exit-related activities(3)                         (467 )              (202 )             131 %
Corporate expense(2)                             (9,422 )           (12,205 )             (23 )%
Change in intercompany profit
elimination(4)                                      174                 161                 8 %
Total operating (loss) income             $      (7,910 )     $      22,689                NM




NM = Not Meaningful

(1) AMR sells a small portion of its recycled ferrous metal to CSS at prices that

approximate local market rates. These intercompany revenues and cost of goods

sold are eliminated in consolidation.

(2) Corporate expense consists primarily of unallocated expenses for management

and certain administrative services that benefit both reportable segments.

(3) Restructuring charges consist of expense for severance, contract termination


    and other restructuring costs that management does not include in its
    measurement of the performance of the reportable segments. Other exit-related
    activities consist primarily of asset impairments and accelerated
    depreciation, net of gains on exit-related disposals, related to site
    closures.

(4) Intercompany profits are not recognized until the finished products are sold

to third parties; therefore, intercompany profit is eliminated while the

products remain in inventories.

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



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                        SCHNITZER STEEL INDUSTRIES, INC.

Auto and Metals Recycling (AMR)





                                                    Three Months Ended November 30,
($ in thousands, except for prices)           2019                2018            % Change
Ferrous revenues                          $     192,472       $     298,812               (36 )%
Nonferrous revenues                              89,812             104,181               (14 )%
Retail and other revenues                        30,473              33,419                (9 )%
Total segment revenues                          312,757             436,412               (28 )%
Segment operating (loss) income           $      (2,432 )     $      23,017                NM
Average ferrous recycled metal sales
prices ($/LT)(1):
Domestic                                  $         195       $         290               (33 )%
Foreign                                   $         229       $         314               (27 )%
Average                                   $         221       $         306               (28 )%
Ferrous sales volume (LT, in
thousands):
Domestic                                            247                 340               (27 )%
Foreign                                             583                 579                 1 %
Total ferrous sales volume (LT, in
thousands)                                          830                 919               (10 )%
Average nonferrous sales price
($/pound)(1)(2)                           $        0.54       $        0.59                (8 )%
Nonferrous sales volume (pounds, in
thousands)(2)                                   131,501             152,869               (14 )%
Cars purchased (in thousands)(3)                     83                  94               (12 )%
Number of auto parts stores at period
end                                                  51                  51                (- )%



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

(1) Price information is shown after netting the cost of freight incurred to

deliver the product to the customer.

(2) Average sales price and volume information excludes platinum group metals

("PGMs") in catalytic converters.

(3) Cars purchased by auto parts stores only.

AMR Segment Revenues

Revenues in the first quarter of fiscal 2020 decreased by 28% compared to the prior year quarter primarily due to significantly lower average net selling prices for our ferrous and nonferrous products, in both export and domestic markets, and reduced sales volumes compared to the prior year quarter. These decreases were driven by weaker market conditions for recycled metals globally primarily due to softer demand for finished steel and structural changes to the market for certain recycled nonferrous products. Market selling prices for ferrous recycled metal declined sharply by approximately $60 per ton, or approximately 20%, between the beginning of August and early October 2019, before partially recovering in November. Compared to the prior year quarter, average net selling prices for shipments of ferrous products at AMR decreased by 28% and ferrous sales volumes decreased by 10%, reflecting weaker demand globally and reduced supply of raw materials including end-of-life vehicles due to the lower price environment. Nonferrous revenues in the first quarter of fiscal 2020 decreased by 14% compared to the prior year quarter, as nonferrous average net selling prices and sales volumes decreased by 8% and 14%, respectively.

AMR Segment Operating (Loss) Income

Operating (loss) income in the first quarter of fiscal 2020 was $(2) million compared to $23 million in the prior year quarter. The sharply declining price environment during most of the first quarter of fiscal 2020 had a significant adverse impact on operating margins and overall operating results at AMR for the period. Ferrous metal spreads at AMR in the first quarter of fiscal 2020 declined by approximately 20% and average net selling prices for AMR's nonferrous joint products that are recovered from the shredding process, comprising primarily zorba, decreased by 12%, compared to the prior year quarter. In the sharply declining commodity price environment, average inventory costs did not decrease as quickly as purchase costs for scrap metal, resulting in an adverse effect on cost of goods sold and overall operating results at AMR. In addition, the lower price environment adversely impacted the supply of scrap metal including end-of-life vehicles, which resulted in lower processed volumes compared to the prior year quarter. The adverse effects of the market conditions on AMR's operating results in the first quarter of fiscal 2020 were partially offset by the benefits from productivity initiatives implemented subsequent to the prior year quarter. Operating results at AMR in the first quarter of fiscal 2019 included $8 million in positive contributions from a limited-duration contract, which was substantially complete at the end of fiscal 2019, and which had provided a high margin source of supply.



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Cascade Steel and Scrap (CSS)



                                                    Three Months Ended November 30,
($ in thousands, except for price)            2019                2018            % Change
Steel revenues(1)                         $      77,325       $     101,337               (24 )%
Recycling revenues(2)                            16,941              29,049               (42 )%
Total segment revenues                           94,266             130,386               (28 )%
Segment operating income                  $       4,237       $      11,918               (64 )%
Finished steel average sales price
($/ST)(3)                                 $         643       $         747               (14 )%
Finished steel sales volume (ST, in
thousands)                                          114                 119                (5 )%
Rolling mill utilization(4)                          85 %                87 %              (2 )%



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

(1) Steel revenues include primarily sales of finished steel products,

semi-finished goods (billets) and steel manufacturing scrap.

(2) Recycling revenues include primarily sales of ferrous and nonferrous recycled

scrap metal to export markets.

(3) Price information is shown after netting the cost of freight incurred to

deliver the product to the customer.

(4) Rolling mill utilization is based on effective annual production capacity

under current conditions of 580 thousand tons of finished steel products.

CSS Segment Revenues

Revenues in the first quarter of fiscal 2020 decreased by $36 million, or 28% compared to the prior year quarter reflecting significantly lower average net selling prices for our finished steel products, lower finished steel sales volumes and decreased sales of ferrous recycled scrap metal.

CSS Segment Operating Income

Operating income in the first quarter of fiscal 2020 was $4 million compared to $12 million in the prior year quarter, with the decrease primarily reflecting the impact of the declining price environment for finished steel during the first quarter of fiscal 2020. Finished steel average net selling prices declined $104 per ton, or 14%, compared to the prior year quarter, which led to a compression of finished steel margins as decreases in selling prices outpaced the reduction in raw material purchase prices and other input costs. The effects of finished steel margin compression were partially offset by benefits from productivity initiatives. CSS operating results in the first quarter of fiscal 2019 reflected higher finished steel margins compared to the current quarter, supported by the higher and rising price environment at the time.

Corporate Expense

Corporate SG&A expense for the first quarter of fiscal 2020 decreased by $3 million, or 24%, compared to the prior year quarter primarily due to decreased employee-related expenses, including from lower incentive compensation accruals. The lower incentive compensation accruals primarily reflect the reduced expense attributable to share-based awards granted in the first quarter of fiscal 2020 compared to the prior year period.

Productivity Initiatives and Restructuring Charges

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



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We expect to incur aggregate estimated restructuring charges and other exit-related costs of approximately $4 million in connection with these initiatives, the substantial majority of which are expected to be recognized in fiscal 2020 and to require the Company to make cash payments. The estimated charges consist primarily of employee termination benefits of $2 million, professional services costs of $1 million, and a loss associated with a lease contract termination of $1 million.

Income Tax

The effective tax rate from continuing operations for the first quarter of fiscal 2020 was a benefit of 27.8% compared to an expense of 19.8% for the comparable prior year period. The effective tax rate from continuing operations for the first quarter of fiscal 2020 was higher than the U.S. federal statutory rate of 21% primarily due to the impact of non-deductible officers' compensation and other expenses, as well as the aggregate impact of state taxes, on the projected annual effective tax rate applied to the quarterly results.

Liquidity and Capital Resources

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

Sources and Uses of Cash

We had cash balances of $10 million and $12 million as of November 30, 2019 and August 31, 2019, 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 November 30, 2019, debt was $128 million compared to $105 million as of August 31, 2019, and debt, net of cash, was $119 million as of November 30, 2019 compared to $93 million as of August 31, 2019 (refer to Non-GAAP Financial Measures at the end of this Item 2).

Operating Activities

Net cash provided by operating activities in the first three months of fiscal 2020 was $11 million, compared to net cash used in operating activities of $12 million in the first three months of fiscal 2019.

Sources of cash in the first three months of fiscal 2020 included a $28 million decrease in accounts receivable primarily due to the timing of sales and collections and a $12 million decrease in inventories due to lower raw material purchase prices and the timing of purchases and sales. Uses of cash in the first three months of fiscal 2020 included a $29 million decrease in accounts payable primarily due to lower raw material purchase prices and the timing of payments and a $11 million decrease in accrued payroll and related liabilities primarily due to the payment of incentive compensation previously accrued under our fiscal 2019 plans.

Uses of cash in the first three months of fiscal 2019 included a $28 million increase in accounts receivable primarily due to the timing of sales and collections and a $27 million decrease in accrued payroll and related liabilities due to the payment of incentive compensation previously accrued under our fiscal 2018 plans. Sources of cash other than from earnings in the first three months of fiscal 2019 included a $10 million decrease in inventories primarily due to lower raw material purchase prices and the impact of timing of purchases and sales.

Investing Activities

Net cash used in investing activities was $24 million in the first three months of fiscal 2020, compared to $25 million in the first three months of fiscal 2019.

Cash used in investing activities in the first three months of fiscal 2020 included capital expenditures of $24 million to upgrade our equipment and infrastructure and for investments in advanced metals recovery technology and environmental and safety-related assets, compared to $27 million in the prior year period.

Financing Activities

Net cash provided by financing activities in the first three months of fiscal 2020 was $10 million, compared to $44 million in the first three months of fiscal 2019.

Cash flows from financing activities in the first three months of fiscal 2020 included $22 million in net borrowings of debt, compared to $61 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 three



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months of fiscal 2020 and 2019 included $6 million for the payment of dividends. Cash used in financing activities in the first three months of fiscal 2019 also included $4 million for share repurchases.

Debt

Our senior secured revolving credit facilities, which provide for revolving loans of $700 million and C$15 million, mature in August 2023 pursuant to a credit agreement with Bank of America, N.A., as administrative agent, and other lenders party thereto. Interest rates on outstanding indebtedness under the credit agreement are based, at our option, on either the London Interbank Offered Rate ("LIBOR"), or the Canadian equivalent for C$ loans, plus a spread of between 1.25% and 2.75%, with the amount of the spread based on a pricing grid tied to our consolidated funded debt to EBITDA ratio, or the greater of (a) the prime rate, (b) the federal funds rate plus 0.50%, or (c) the daily rate equal to one-month LIBOR plus 1.75%, in each case plus a spread of between zero and 1.50% based on a pricing grid tied to our consolidated funded debt to EBITDA ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between 0.15% and 0.45% based on a pricing grid tied to our consolidated funded debt to EBITDA ratio.

We had borrowings outstanding under our credit facilities of $119 million as of November 30, 2019 and $97 million as of August 31, 2019. The weighted average interest rate on amounts outstanding under our credit facilities was 3.25% and 3.78% as of November 30, 2019 and August 31, 2019, respectively.

We use the credit facilities to fund working capital, capital expenditures, dividends, share repurchases, investments and acquisitions. The credit agreement contains various representations and warranties, events of default and financial and other customary covenants which limit (subject to certain exceptions) our ability to, among other things, incur or suffer to exist certain liens, make investments, incur or guaranty 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 adjusted 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 November 30, 2019, we were in compliance with the financial covenants under the credit agreement. The consolidated fixed charge coverage ratio was required to be no less than 1.50 to 1.00 and was 2.74 to 1.00 as of November 30, 2019. The consolidated leverage ratio was required to be no more than 0.55 to 1.00 and was 0.18 to 1.00 as of November 30, 2019.

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

While we expect to remain in compliance with the financial covenants under the credit agreement, there can be no assurances that we will be able to do so in the event market conditions or other negative factors which adversely impact our results of operations and financial position lead to a trend of consolidated net losses. If we do not maintain compliance with our financial covenants and are unable to obtain an amendment or waiver from our lenders, a breach of a financial covenant would constitute an event of default and allow the lenders to exercise remedies under the agreements, the most severe of which is the termination of the credit facility under our committed bank credit agreement and acceleration of the amounts owed under the agreement. In such case, we would be required to evaluate available alternatives and take appropriate steps to obtain alternative funds. There can be no assurances that any such alternative funds, if sought, could be obtained or, if obtained, would be adequate or on acceptable terms.

Capital Expenditures

Capital expenditures totaled $24 million for the first three months of fiscal 2020, compared to $27 million for the prior year period. We currently plan to invest up to $125 million in capital expenditures in fiscal 2020, including $60 million for investments in growth, including advanced metals recovery technology and to support volume initiatives and other growth projects, using cash generated from operations and available credit facilities.

Environmental Compliance

Building on our commitment to recycling and operating our business in an environmentally responsible manner, we continue to invest in facilities that improve our environmental presence in the communities in which we operate. As part of our capital expenditures discussed in the prior paragraph, we invested $3 million in capital expenditures for environmental projects in the first three months of fiscal 2020,



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                        SCHNITZER STEEL INDUSTRIES, INC.

and plan to invest up to $15 million for such projects in fiscal 2020. These projects include investments in storm water systems and equipment to ensure ongoing compliance with air quality and other environmental regulations.

We have been identified by the United States Environmental Protection Agency 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"). 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, although such costs could be material to our financial position, results of operations, cash flows and liquidity. We have insurance policies that we believe will provide reimbursement for costs we incur for defense (including pre-remedial design investigative activities), remedial design, remedial action and mitigation for natural resource damages claims in connection with the Site, although there are no assurances that those policies will cover all of the costs which we may incur. Significant cash outflows in the future related to the Site and other environmental matters could reduce the amounts available for borrowing that could otherwise be used for working capital, capital expenditures, dividends, share repurchases, investments and acquisitions and could result in our failure to maintain compliance with certain covenants in our debt agreements, and could adversely impact our liquidity.

Dividends

On November 6, 2019, our Board of Directors declared a dividend for the first quarter of fiscal 2020 of $0.1875 per common share, which equates to an annual cash dividend of $0.75 per common share. The dividend was paid on November 29, 2019.

Share Repurchase Program

Pursuant to our amended share repurchase program, as of November 30, 2019, we have existing authorization remaining under the program to repurchase up to approximately 759 thousand shares of our Class A common stock when we deem such repurchases to be appropriate. We may repurchase our common stock for a variety of reasons, such as to optimize our capital structure and to offset dilution related to share-based compensation arrangements. We consider several factors in determining whether to make share repurchases including, among other things, our cash needs, the availability of funding, our future business plans and the market price of our stock.

Assessment of Liquidity and Capital Resources

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

We generally believe our current cash resources, internally generated funds, existing credit facilities and access to the capital markets will provide adequate short-term and long-term liquidity needs for working capital, capital expenditures, dividends, share repurchases, investments and acquisitions, joint ventures, debt service requirements, environmental obligations 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.

Off-Balance Sheet Arrangements

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

Contractual Obligations

There were no material changes related to contractual obligations and commitments from the information provided in our Annual Report on Form 10-K for the fiscal year ended August 31, 2019.

We maintain stand-by letters of credit to provide support for certain obligations, including workers' compensation and performance bonds. As of November 30, 2019, we had $10 million outstanding under these arrangements.

Critical Accounting Policies and Estimates

There were no material changes to our critical accounting policies and estimates as described in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section of our Annual Report on Form 10-K for the year ended August 31, 2019, except for changes resulting from adoption of the new lease accounting standard in the first quarter of fiscal 2020. Refer to Note 3



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- Leases in the Notes to the Unaudited Condensed Consolidated Financial Statements in Part I, Item 1 of this report for the disclosures required under the new lease accounting standard.

Recently Issued Accounting Standards

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



Non-GAAP Financial Measures

Debt, net of cash

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

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





                                             November 30, 2019       August 31, 2019
Short-term borrowings                       $             1,431     $           1,321
Long-term debt, net of current maturities               126,875               103,775
Total debt                                              128,306               105,096
Less cash and cash equivalents                            9,624                12,377
Total debt, net of cash                     $           118,682     $          92,719



Net borrowings (repayments) of debt

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



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



                                          Three Months Ended November 30,
                                            2019                   2018

Borrowings from long-term debt $ 114,339 $ 158,859 Repayments of long-term debt

                   (92,190 )              (97,699 )

Net borrowings (repayments) of debt $ 22,149 $ 61,160

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

Management believes that providing these non-GAAP financial measures adds a meaningful presentation of our results from business operations excluding adjustments for charges for legacy environmental matters, net of recoveries, asset impairment charges, restructuring charges and other exit-related activities, and the income tax expense (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.



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



                                                             Three Months Ended November 30,
                                                               2019                  2018
Consolidated operating (loss) income:
As reported                                               $        (7,910 )     $        22,689
Charges for legacy environmental matters, net(1)                    1,293                   471
Restructuring charges and other exit-related activities               467                   202
Asset impairment charges                                            1,692                    63
Adjusted                                                  $        (4,458 )     $        23,425

AMR operating (loss) income:
As reported                                               $        (2,432 )     $        23,017
Asset impairment charges                                            1,580                    63
Adjusted                                                  $          (852 )     $        23,080

Corporate expense:
As reported                                               $         9,422       $        12,205
Charges for legacy environmental matters, net(1)                   (1,293 )                (471 )
Asset impairment charges                                             (112 )                   -
Adjusted                                                  $         8,017       $        11,734

(1) Legal and environmental charges for legacy environmental matters, net of


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




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





                                                            Three Months Ended November 30,
                                                                2019                  2018
Net (loss) income from continuing operations
attributable to SSI shareholders:
As reported                                              $        (7,023 )     $        16,260
Charges for legacy environmental matters, net(1)                   1,293                   471
Restructuring charges and other exit-related
activities                                                           467                   202
Asset impairment charges                                           1,692                    63
Income tax benefit allocated to adjustments(2)                    (1,151 )                (184 )
Adjusted                                                 $        (4,722 )     $        16,812

Diluted (loss) earnings per share from continuing
operations attributable to SSI shareholders:
As reported                                              $         (0.26 )     $          0.57

Charges for legacy environmental matters, net, per share(1)

                                                            0.05                  0.02
Restructuring charges and other exit-related
activities, per share                                               0.02                  0.01
Asset impairment charges, per share                                 0.06                     -
Income tax benefit allocated to adjustments, per
share(2)                                                           (0.04 )               (0.01 )
Adjusted                                                 $         (0.17 )     $          0.59



(1) Legal and environmental charges for legacy environmental matters, net of


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

(2) Income tax allocated to the aggregate adjustments reconciling reported and


    adjusted net (loss) income from continuing operations attributable to SSI
    shareholders and diluted (loss) earnings per share from continuing operations
    attributable to SSI shareholders is determined based on a tax provision
    calculated with and without the adjustments.



We believe that these non-GAAP financial measures allow for a better understanding of our operating and financial performance. These non-GAAP financial measures should be considered in addition to, but not as a substitute for, the most directly comparable U.S. GAAP measures. Although we find these non-GAAP financial measures useful in evaluating the performance of our business, our reliance on these measures is limited because the adjustments often have a material impact on our consolidated financial statements presented in accordance with GAAP. Therefore, we typically use these adjusted amounts in conjunction with our GAAP results to address these limitations.





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