This section includes a discussion of our operations for the three months ended November 30, 2020 and 2019. 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, 2020, 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. 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, 44 metals recycling facilities and a steel mini-mill in Oregon.

Prior to the first quarter of fiscal 2021, our internal organizational and reporting structure included two operating and reportable segments: the Auto and Metals Recycling ("AMR") business and the Cascade Steel and Scrap ("CSS") business. In the first quarter of fiscal 2021, in accordance with our plan announced in April 2020, we completed the transition to a new internal organizational and reporting structure reflecting a functionally-based, integrated model, supporting a single segment. We consolidated our operations, sales, services and other functional capabilities at an enterprise level reflecting enhanced focus by management on optimizing our vertically integrated value chain. We began reporting on this new single-segment structure in the first quarter of fiscal 2021 as reflected in this Quarterly Report on Form 10-Q.

We sell ferrous and nonferrous recycled scrap metal in both foreign and domestic markets. We also sell a range of finished steel long products produced at our steel mini-mill. We acquire, process and recycle auto bodies, rail cars, home appliances, industrial machinery, manufacturing scrap and construction and demolition scrap through our recycling facilities. Our retail self-service auto parts stores located across the United States 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 where 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 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. We use a variety of shredding and separation systems to efficiently process and sort recycled scrap metal. Our steel mini-mill produces finished steel products such as rebar, wire rod, coiled rebar, merchant bar and other specialty products using ferrous recycled scrap metal primarily sourced internally from our recycling and joint venture operations and other raw materials.

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.



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                        SCHNITZER STEEL INDUSTRIES, INC.

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 results. We believe we generally benefit from sustained periods of stable or rising recycled scrap metal selling prices, which allow us to better maintain or increase both operating results and unprocessed scrap metal flow into our facilities. When recycled scrap metal selling prices decline, either sharply or for a sustained period, our operating margins typically compress. Our results of operations also depend on the demand and prices for our finished steel 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 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.

Coronavirus Disease 2019 (COVID-19)

In March 2020, the World Health Organization characterized COVID-19 as a pandemic, and the President of the United States declared the COVID-19 outbreak a national emergency. The outbreak has resulted in governments around the world implementing measures with various levels of stringency to help control the spread of the virus. In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the impacts of COVID-19.

We are a company operating in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security. Consistent with federal guidelines and with state and local orders to date, we have continued to operate across our footprint throughout the COVID-19 pandemic. Ensuring the health and welfare of our employees, and all who visit our sites, is our top priority, and we are following all U.S. Centers for Disease Control and Prevention and state and local health department guidelines. Further, we implemented infection control measures at all our sites and put in place travel and in-person meeting restrictions and other physical distancing measures. Notwithstanding our continued operations, COVID-19 has negatively impacted our business and may have further negative impacts on our financial performance, operations, supply chain and flows of raw materials, transportation and logistics networks and customers. Global economic conditions improved during the first quarter of fiscal 2021, resulting in increased demand for our products, which led to our earnings for the first quarter of fiscal 2021 exceeding the results for the pre-pandemic prior year quarter.

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





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                        SCHNITZER STEEL INDUSTRIES, INC.

Use of Non-GAAP Financial Measures

In this management's discussion and analysis, we use supplemental measures of our performance, liquidity and capital structure which are derived from our consolidated financial information but which are not presented in our consolidated financial statements prepared in accordance with GAAP. We believe that providing these non-GAAP financial measures adds a meaningful presentation of our operating and financial performance, liquidity and capital structure. Our 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 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. For example, following the modification of our internal organizational and reporting structure completed in the first quarter of fiscal 2021, 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), restructuring charges and other exit-related activities, asset impairment charges (net of recoveries) 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.

Financial Highlights of Results of Operations for the First Quarter of Fiscal 2021



   •  Diluted earnings per share from continuing operations attributable to SSI
      shareholders in the first quarter of fiscal 2021 was $0.50, compared to loss
      per share of $(0.26) in the prior year quarter.


   •  Adjusted diluted earnings per share from continuing operations attributable
      to SSI shareholders in the first quarter of fiscal 2021 was $0.57, compared
      to adjusted loss per share of $(0.17) in the prior year quarter.


   •  Net income in the first quarter of fiscal 2021 was $15 million, compared to
      net loss of $(7) million in the prior year quarter.


   •  Adjusted EBITDA in the first quarter of fiscal 2021 was $40 million,
      compared to $10 million in the prior year quarter.

Market conditions for recycled metals improved in the first quarter of fiscal 2021, leading to significantly increased average net selling prices for our ferrous and nonferrous products compared to the prior year quarter. Our results in the first quarter of fiscal 2021 reflected an expansion in our ferrous metal spreads from the higher price environment and increased sales volumes for our ferrous and finished steel products compared to the prior year quarter, driven by stronger market conditions for recycled metals globally and resilient demand for finished steel in West Coast construction markets. We also benefited in the quarter from commercial initiatives and productivity improvements that were supported by the implementation of our One Schnitzer functionally-based organization model.

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



   •  For the first three months of fiscal 2021, net cash used in operating
      activities was $7 million, compared to net cash provided by operating
      activities of $11 million in the prior year comparable period.


   •  Debt was $143 million as of November 30, 2020, compared to $104 million as
      of August 31, 2020.


   •  Debt, net of cash, was $136 million as of November 30, 2020, compared to $87
      million as of August 31, 2020.

See the reconciliations of adjusted diluted earnings (loss) 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.



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                        SCHNITZER STEEL INDUSTRIES, INC.



Results of Operations

Selected Financial Measures and Operating Statistics





                                                      Three Months Ended November 30,
($ in thousands, except for prices and per
share amounts)                                   2020                2019           % Change
Ferrous revenues                             $     252,206       $    199,898               26 %
Nonferrous revenues                                119,709             97,841               22 %
Steel revenues(1)                                   88,414             77,325               14 %
Retail and other revenues                           31,778             30,520                4 %
Total revenues                                     492,107            405,584               21 %
Cost of goods sold                                 420,094            364,760               15 %
Gross margin (total revenues less cost of
goods sold)                                  $      72,013       $     40,824               76 %
Gross margin (%)                                      14.6 %             10.1 %             45 %
Selling, general and administrative
expense                                      $      49,906       $     46,774                7 %
Diluted earnings (loss) per share from
continuing operations
attributable to SSI shareholders:
Reported                                     $        0.50       $      (0.26 )             NM
Adjusted(2)                                  $        0.57       $      (0.17 )             NM
Net income (loss)                            $      15,064       $     (6,565 )             NM
Adjusted EBITDA(2)                           $      40,255       $      9,835              309 %
Average ferrous recycled metal sales
prices ($/LT)(3):
Domestic                                     $         242       $        196               23 %
Foreign                                      $         276       $        229               21 %
Average                                      $         269       $        222               21 %
Ferrous volumes (LT, in thousands):
Domestic(4)                                            388                363                7 %
Foreign                                                665                613                9 %
Total ferrous volumes (LT, in
thousands)(4)                                        1,053                976                8 %
Average nonferrous sales price
($/pound)(3)(5)                              $        0.64       $       0.54               19 %
Nonferrous volumes (pounds, in
thousands)(4)(5)                                   138,236            144,176               (4 )%
Finished steel average sales price
($/ST)(3)                                    $         621       $        643               (3 )%
Finished steel sales volumes (ST, in
thousands)                                             134                114               18 %
Cars purchased (in thousands)(6)                        78                 83               (6 )%
Number of auto parts stores at period end               50                 51               (2 )%
Rolling mill utilization(7)                             97 %               85 %             14 %




NM = Not Meaningful

LT = Long Ton, which is equivalent to 2,240 pounds. 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) See the reconciliations of Non-GAAP Financial Measures at the end of this

Item 2.

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

deliver the product to the customer.

(4) Ferrous and nonferrous volumes sold externally and delivered to our steel

mill for finished steel production.

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

("PGMs") in catalytic converters.

(6) Cars purchased by auto parts stores only.

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


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


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                        SCHNITZER STEEL INDUSTRIES, INC.





Revenues

We generated revenues of $492 million in the first quarter of fiscal 2021, an increase of 21% from the $406 million of revenues generated in the prior year quarter primarily due to significantly higher average net selling prices for our ferrous and nonferrous products and increased ferrous sales volumes compared to the prior year quarter. These increases were driven by stronger market conditions for recycled metals globally compared to the prior year quarter, which prior year quarter experienced a sharp decline in prices for recycled metals that adversely impacted the supply of raw materials including end-of-life vehicles. Finished steel sales volumes were significantly higher in the first quarter of fiscal 2021 compared to the prior year quarter, reflecting resilient demand in West Coast construction markets and higher rolling mill utilization, partially offset by marginally lower average finished steel selling prices.

Operating Performance

Net income in the first quarter of fiscal 2021 was $15 million, compared to a net loss of $(7) million in the prior year quarter. Adjusted EBITDA in the first quarter of fiscal 2021 was $40 million, compared to $10 million in the prior year quarter. The improvement in our results for the first quarter of fiscal 2021 reflected an expansion in our ferrous metal spreads from the higher price environment for recycled metals in the quarter, including for certain recycled nonferrous products. Ferrous metal spreads in the first quarter of fiscal 2021 increased by approximately 5%, and average net selling prices for our nonferrous joint products that are recovered from the shredding process, comprising primarily zorba, increased by 29%, compared to the prior year quarter. Our results in the first quarter of fiscal 2021 also reflected positive contributions from sales of higher priced PGM products compared to the prior year quarter and achievement of the full run rate of benefits from productivity initiatives implemented throughout fiscal 2020. In comparison, the sharply declining price environment during most of the first quarter of fiscal 2020 had a significant negative impact on our ferrous metal spreads as well as on the supply of scrap metal including end-of-life vehicles, which resulted in lower processed volumes and an adverse impact from average inventory accounting. Selling, general and administrative expense in the first quarter of fiscal 2021 increased by $3 million, or 7%, compared to the prior year quarter primarily due to an increase in employee-related expenses, including from higher incentive compensation accruals. See the reconciliation of adjusted EBITDA in Non-GAAP Financial Measures at the end of this Item 2.

Productivity Initiatives

In the second quarter of fiscal 2020, we implemented productivity initiatives aimed at reducing our annual operating expenses, mainly through reductions in non-trade procurement spend, including outside and professional services, lower employee-related expenses and other non-headcount measures. We achieved approximately $18 million in realized benefits in fiscal 2020 from these additional initiatives, and we expect the full run rate of over $20 million to be achieved in fiscal 2021.

In the first quarter of fiscal 2021, in accordance with our plan announced in April 2020, we completed the transition to a new internal organizational and reporting structure reflecting a functionally-based, integrated model. This change in structure is intended to result in a more agile organization and solidify recent productivity improvement and cost reduction initiatives.

Income Tax

The effective tax rate from continuing operations for the first quarter of fiscal 2021 was an expense on pre-tax income of 27.5% compared to a benefit on a pre-tax loss of 27.8% for the comparable prior year period. For each quarterly period, the effective tax rate from continuing operations was higher than the U.S. federal statutory rate of 21% primarily due to the aggregate impact of state taxes and the impact of permanent differences from non-deductible expenses 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 $7 million and $18 million as of November 30, 2020 and August 31, 2020, 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, 2020, debt was $143 million compared to $104 million as of August 31, 2020, and debt, net of cash, was $136 million as of November 30, 2020 compared to $87 million as of August 31, 2020 (refer to Non-GAAP Financial Measures at the end of this Item 2).



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                        SCHNITZER STEEL INDUSTRIES, INC.





Operating Activities

Net cash used in operating activities in the first three months of fiscal 2021 was $7 million, compared to net cash provided by operating activities of $11 million in the first three months of fiscal 2020.

Uses of cash in the first three months of fiscal 2021 included a $29 million increase in accounts receivable due to higher selling prices for recycled metals and the timing of sales and collections, a $26 million increase in inventories due to higher raw material purchase prices and the timing of purchases and sales, and a $13 million decrease in accrued payroll and related liabilities primarily due to the payment of incentive compensation previously accrued under our fiscal 2020 plans. Sources of cash in the first three months of fiscal 2021, other than from earnings, included a $19 million increase in accounts payable primarily due to higher raw material purchases prices and the timing of purchases and payments.

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 an $11 million decrease in accrued payroll and related liabilities due to the payment of incentive compensation previously accrued under our fiscal 2019 plans.

Investing Activities

Net cash used in investing activities was $32 million in the first three months of fiscal 2021, compared to $24 million in the first three months of fiscal 2020.

Cash used in investing activities in the first three months of fiscal 2021 included capital expenditures of $32 million to upgrade our equipment and infrastructure and for investments in advanced metals recovery technology and environmental and safety-related assets, compared to $24 million in the prior year period.

Financing Activities

Net cash provided by financing activities in the first three months of fiscal 2021 was $29 million, compared to $10 million in the first three months of fiscal 2020.

Cash flows from financing activities in the first three months of fiscal 2021 included $39 million in net borrowings of debt, compared to $22 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 months of fiscal 2021 and 2020 included $6 million for the payment of dividends.

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 3.50%, with the amount of the spread based on a pricing grid tied to our ratio of consolidated funded debt to EBITDA (as defined by the credit agreement), or the greater of (a) the prime rate, (b) the federal funds rate plus 0.50% or (c) the daily rate equal to one-month LIBOR plus 1.75%, in each case, plus a spread of between 0.00% and 2.50% based on a pricing grid tied to our consolidated funded debt to EBITDA ratio. In addition, commitment fees are payable on the unused portion of the credit facilities at rates between 0.20% and 0.50% based on a pricing grid tied to our ratio of consolidated funded debt to EBITDA.

We had borrowings outstanding under our credit facilities of $129 million as of November 30, 2020 and $90 million as of August 31, 2020. The weighted average interest rate on amounts outstanding under our credit facilities was 2.05% and 4.59% as of November 30, 2020 and August 31, 2020, respectively.



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                        SCHNITZER STEEL INDUSTRIES, INC.

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, (b) a consolidated leverage ratio, defined as consolidated funded indebtedness divided by the sum of consolidated net worth and consolidated funded indebtedness, and (c) a consolidated asset coverage ratio, defined as consolidated asset values divided by consolidated funded indebtedness.

As of November 30, 2020, 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 1.10 to 1.00 and was 2.99 to 1.00 as of November 30, 2020. 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, 2020. The consolidated asset coverage ratio was required to be no less than 1.00 to 1.00 and was 2.33 to 1.00 as of November 30, 2020.

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 primarily relate to an equipment purchase, the contract consideration for which includes an obligation to make future monthly payments to the vendor in the form of licensing fees. For accounting purposes, such obligation is treated as a partial financing of the purchase price by the equipment vendor. Monthly payments commence when the equipment is placed in service and continue for a period of four years thereafter. We impute interest on this obligation at a rate of 4.25% reflecting the estimated rate that would be recorded in a market transaction with similar terms.

Capital Expenditures

Capital expenditures totaled $32 million for the first three months of fiscal 2021, compared to $24 million for the prior year period. We currently plan to invest up to $125 million in capital expenditures in fiscal 2021, including approximately $60 million for investments in growth, including new nonferrous processing technologies, support for volume initiatives and other growth projects, using cash generated from operations and available credit facilities. The COVID-19 pandemic has caused 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 and other factors impacting the timing of project completion, the extent to which forecasted capital expenditures could be deferred is uncertain.

Environmental Compliance

Building on our commitment to recycling and operating our business in an environmentally responsible manner, we continue to invest in facilities that improve our environmental presence in the communities in which we operate. As part of our capital expenditures discussed in the prior paragraph, we plan to invest up to $25 million for such projects in fiscal 2021. These projects include investments in storm water systems and equipment to ensure ongoing compliance with air quality and other environmental regulations.



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                        SCHNITZER STEEL INDUSTRIES, INC.

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 4 - 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, remediation 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 October 20, 2020, our Board of Directors declared a dividend for the first quarter of fiscal 2021 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 16, 2020.

Share Repurchase Program

Pursuant to our share repurchase program as amended in 2001, 2006 and 2008, we were authorized to repurchase up to nine million shares of our Class A common stock. As of November 30, 2020, we had authorization to repurchase up to a remaining 706 thousand shares of our Class A common stock when we deem such repurchases to be appropriate. We may repurchase our common stock for a variety of reasons, such as to optimize our capital structure and to offset dilution related to share-based compensation arrangements. We consider several factors in determining whether to make share repurchases including, among other things, our cash needs, the availability of funding, our future business plans and the market price of our stock.

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, 2020.

We maintain stand-by letters of credit to provide support for certain obligations, including workers' compensation and performance bonds. As of November 30, 2020, we had $9 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, 2020.



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                        SCHNITZER STEEL INDUSTRIES, INC.

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 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.

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





                                             November 30, 2020       August 31, 2020
Short-term borrowings                       $             2,171     $           2,184
Long-term debt, net of current maturities               141,172               102,235
Total debt                                              143,343               104,419
Less cash and cash equivalents                            7,258                17,887
Total debt, net of cash                     $           136,085     $          86,532



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,
                                            2020                   2019

Borrowings from long-term debt $ 92,714 $ 114,339 Repayments of long-term debt

                   (53,781 )              (92,190 )

Net borrowings (repayments) of debt $ 38,933 $ 22,149

Adjusted EBITDA, adjusted selling, general and administrative expense, adjusted income (loss) from continuing operations attributable to SSI shareholders, and adjusted diluted earnings (loss) 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, restructuring charges and other exit-related activities, asset impairment charges, 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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                        SCHNITZER STEEL INDUSTRIES, INC.

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





                                                             Three Months Ended November 30,
                                                               2020                  2019
Reconciliation of adjusted EBITDA:
Net income (loss)                                         $        15,064       $        (6,565 )
Loss (income) from discontinued operations, net of tax                 42                   (28 )
Interest expense                                                    1,780                 1,423
Income tax expense (benefit)                                        5,719                (2,534 )
Depreciation and amortization                                      14,826                14,087
Charges for legacy environmental matters, net(1)                    2,760                 1,293
Restructuring charges and other exit-related activities                64                   467
Asset impairment charges                                                -                 1,692
Adjusted EBITDA                                           $        40,255       $         9,835

Selling, general and administrative expense:
As reported                                               $        49,906       $        46,774
Charges for legacy environmental matters, net(1)                   (2,760 )              (1,293 )
Adjusted                                                  $        47,146       $        45,481

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


    matters including those related to the Portland Harbor Superfund site and to
    other legacy environmental loss contingencies. See Note 4 - 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.



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





                                                            Three Months Ended November 30,
                                                              2020                  2019

Income (loss) from continuing operations attributable to SSI shareholders: As reported

$        14,146       $        (7,023 )
Charges for legacy environmental matters, net(1)                   2,760                 1,293
Restructuring charges and other exit-related
activities                                                            64                   467
Asset impairment charges                                               -                 1,692
Income tax benefit allocated to adjustments(2)                      (649 )              (1,151 )
Adjusted                                                 $        16,321       $        (4,722 )

Diluted earnings (loss) per share from continuing
operations attributable to SSI shareholders:
As reported                                              $          0.50       $         (0.26 )

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

                                                            0.10                  0.05
Restructuring charges and other exit-related
activities, per share                                                  -                  0.02
Asset impairment charges, per share                                    -                  0.06
Income tax benefit allocated to adjustments, per
share(2)                                                           (0.02 )               (0.04 )
Adjusted(3)                                              $          0.57       $         (0.17 )



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


    matters including those related to the Portland Harbor Superfund site and to
    other legacy environmental loss contingencies. See Note 4 - 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.

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


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

(3) May not foot due to rounding.




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                        SCHNITZER STEEL INDUSTRIES, INC.

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