10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended February 28, 2022

or

☐   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from                 to                

Commission File Number 000-22496

SCHNITZER STEEL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Oregon	93-0341923
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
299 SW Clay Street, Suite 350, Portland, Oregon	97201
(Address of principal executive offices)	(Zip Code)

(503) 224-9900

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

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

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

Smaller reporting company ☐ Emerging growth company ☐

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

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

The registrant had 27,433,470 shares of Class A common stock, par value of $1.00 per share, and 200,000 shares of Class B common stock, par value of $1.00 per share, outstanding as of April 4, 2022.

SCHNITZER STEEL INDUSTRIES, INC.

FORM 10-Q

TABLE OF CONTENTS

	PAGE
FORWARD-LOOKING STATEMENTS	3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)	4
Unaudited Condensed Consolidated Balance Sheets as of February 28, 2022 and August 31, 2021	4
Unaudited Condensed Consolidated Statements of Income for the Three and Six Months Ended February 28, 2022 and 2021	5
Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended February 28, 2022 and 2021	6
Unaudited Condensed Consolidated Statements of Equity for the Three and Six Months Ended February 28, 2022 and 2021	7
Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended February 28, 2022 and 2021	9
Notes to the Unaudited Condensed Consolidated Financial Statements	11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures about Market Risk	37
Item 4. Controls and Procedures	38
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	39
Item 1A. Risk Factors	39
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 5. Other Information	39
Item 6. Exhibits	40
SIGNATURES	41

FORWARD-LOOKING STATEMENTS

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

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

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

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

3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, in thousands, except per share amounts)

(Currency - U.S. Dollar)

	February 28, 2022			August 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	17,823		$	27,818
Accounts receivable, net of allowance for credit losses of $1,579    and $1,566		280,254			214,098
Inventories		323,931			256,427
Refundable income taxes		1,193			837
Prepaid expenses and other current assets		36,104			43,934
Total current assets		659,305			543,114
Property, plant and equipment, net of accumulated depreciation of $841,296 and $837,293		597,262			562,674
Operating lease right-of-use assets		126,155			131,221
Investments in joint ventures		13,009			12,844
Goodwill		232,537			170,304
Intangibles, net of accumulated amortization of $5,323 and $3,846		23,220			3,980
Deferred income taxes		25,982			27,561
Other assets		46,859			42,665
Total assets	$	1,724,329		$	1,494,363
Liabilities and Equity
Current liabilities:
Short-term borrowings	$	7,451		$	3,654
Accounts payable		191,418			179,917
Accrued payroll and related liabilities		33,693			69,622
Environmental liabilities		12,987			24,743
Operating lease liabilities		21,869			21,417
Accrued income taxes		2,436			3,521
Other accrued liabilities		59,317			49,976
Total current liabilities		329,171			352,850
Deferred income taxes		53,291			40,593
Long-term debt, net of current maturities		254,126			71,299
Environmental liabilities, net of current portion		54,844			52,385
Operating lease liabilities, net of current maturities		106,803			113,165
Other long-term liabilities		21,445			24,292
Total liabilities		819,680			654,584
Commitments and contingencies (Note 5)
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:
Preferred stock – 20,000 shares $1.00 par value authorized, none issued		—			—
Class A common stock – 75,000 shares $1.00 par value authorized,    27,433 and 27,332 shares issued and outstanding		27,433			27,332
Class B common stock – 25,000 shares $1.00 par value authorized,    200 and 200 shares issued and outstanding		200			200
Additional paid-in capital		40,821			49,074
Retained earnings		866,776			793,712
Accumulated other comprehensive loss		(34,438	)		(34,554	)
Total SSI shareholders’ equity		900,792			835,764
Noncontrolling interests		3,857			4,015
Total equity		904,649			839,779
Total liabilities and equity	$	1,724,329		$	1,494,363

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

4

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited, in thousands, except per share amounts)

(Currency - U.S. Dollar)

	Three Months Ended February 28,						Six Months Ended February 28,
	2022			2021			2022			2021
Revenues	$	783,198		$	600,111		$	1,581,316		$	1,092,218
Operating expense:
Cost of goods sold		670,539			487,025			1,353,783			907,119
Selling, general and administrative		61,081			54,142			116,348			104,048
(Income) from joint ventures		(591	)		(454	)		(827	)		(1,181	)
Restructuring charges and other exit-related activities		4			814			26			878
Operating income		52,165			58,584			111,986			81,354
Interest expense		(1,901	)		(1,224	)		(3,273	)		(3,004	)
Other loss, net		(55	)		(242	)		(102	)		(407	)
Income from continuing operations before income taxes		50,209			57,118			108,611			77,943
Income tax expense		(12,073	)		(11,469	)		(23,170	)		(17,188	)
Income from continuing operations		38,136			45,649			85,441			60,755
Income (loss) from discontinued operations, net of tax		29			30			—			(12	)
Net income		38,165			45,679			85,441			60,743
Net income attributable to noncontrolling interests		(550	)		(1,091	)		(1,627	)		(2,051	)
Net income attributable to SSI shareholders	$	37,615		$	44,588		$	83,814		$	58,692
Net income per share attributable to SSI shareholders:
Basic:
Income per share from continuing operations	$	1.33		$	1.59		$	2.97		$	2.10
Net income per share	$	1.33		$	1.59		$	2.97		$	2.10
Diluted:
Income per share from continuing operations	$	1.27		$	1.54		$	2.81		$	2.05
Net income per share	$	1.27		$	1.54		$	2.81		$	2.05
Weighted average number of common shares:
Basic		28,231			27,991			28,195			27,899
Diluted		29,712			28,862			29,798			28,673

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

5

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited, in thousands)

(Currency - U.S. Dollar)

	Three Months Ended February 28,						Six Months Ended February 28,
	2022			2021			2022			2021
Net income	$	38,165		$	45,679		$	85,441		$	60,743
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		722			1,572			(393	)		1,811
Pension obligations, net		119			38			509			(222	)
Total other comprehensive income, net of tax		841			1,610			116			1,589
Comprehensive income		39,006			47,289			85,557			62,332
Less comprehensive income attributable to noncontrolling interests		(550	)		(1,091	)		(1,627	)		(2,051	)
Comprehensive income attributable to SSI shareholders	$	38,456		$	46,198		$	83,930		$	60,281

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

6

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited, in thousands, except per share amounts)

(Currency - U.S. Dollar)

	Common Stock																Accumulated
	Class A						Class B				Additional						Other			Total SSI
Three Months Ended February 28, 2021	Shares			Amount			Shares		Amount		Paid-in Capital			Retained Earnings			Comprehensive Loss			Shareholders’ Equity			Noncontrolling Interests			Total Equity
Balance as of December 1, 2020		27,254		$	27,254			200	$	200	$	35,310		$	658,710		$	(36,892	)	$	684,582		$	3,966		$	688,548
Net income		—			—			—		—		—			44,588			—			44,588			1,091			45,679
Other comprehensive income, net of tax		—			—			—		—		—			—			1,610			1,610			—			1,610
Distributions to noncontrolling interests		—			—			—		—		—			—			—			—			(860	)		(860	)
Issuance of restricted stock		10			10			—		—		(10	)		—			—			—			—			—
Restricted stock withheld for taxes		(1	)		(1	)		—		—		—			—			—			(1	)		—			(1	)
Share-based compensation cost		—			—			—		—		4,395			—			—			4,395			—			4,395
Dividends ($0.1875 per common share)		—			—			—		—		—			(5,332	)		—			(5,332	)		—			(5,332	)
Balance as of February 28, 2021		27,263		$	27,263			200	$	200	$	39,695		$	697,966		$	(35,282	)	$	729,842		$	4,197		$	734,039

	Common Stock																Accumulated
	Class A						Class B				Additional						Other			Total SSI
Three Months Ended February 28, 2022	Shares			Amount			Shares		Amount		Paid-in Capital			Retained Earnings			Comprehensive Loss			Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance as of December 1, 2021		27,624		$	27,624			200	$	200	$	43,641		$	834,504		$	(35,279	)	$	870,690		$	4,066		$	874,756
Net income		—			—			—		—		—			37,615			—			37,615			550			38,165
Other comprehensive income, net of tax		—			—			—		—		—			—			841			841			—			841
Distributions to noncontrolling interests		—			—			—		—		—			—			—			—			(759	)		(759	)
Share repurchases		(200	)		(200	)		—		—		(7,665	)		—			—			(7,865	)		—			(7,865	)
Issuance of restricted stock		9			9			—		—		(9	)		—			—			—			—			—
Restricted stock withheld for taxes		—			—			—		—		—			—			—			—			—			—
Share-based compensation cost		—			—			—		—		4,854			—			—			4,854			—			4,854
Dividends ($0.1875 per common share)		—			—			—		—		—			(5,343	)		—			(5,343	)		—			(5,343	)
Balance as of February 28, 2022		27,433		$	27,433			200	$	200	$	40,821		$	866,776		$	(34,438	)	$	900,792		$	3,857		$	904,649

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

7

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited, in thousands, except per share amounts)

(Currency - U.S. Dollar)

	Common Stock																Accumulated
	Class A						Class B				Additional						Other			Total SSI
Six Months Ended February 28, 2021	Shares			Amount			Shares		Amount		Paid-in Capital			Retained Earnings			Comprehensive Loss			Shareholders’ Equity			Noncontrolling Interests			Total Equity
Balance as of September 1, 2020		26,899		$	26,899			200	$	200	$	36,616		$	649,863		$	(36,871	)	$	676,707		$	3,729		$	680,436
Net income		—			—			—		—		—			58,692			—			58,692			2,051			60,743
Other comprehensive income, net of tax		—			—			—		—		—			—			1,589			1,589			—			1,589
Distributions to noncontrolling interests		—			—			—		—		—			—			—			—			(1,583	)		(1,583	)
Issuance of restricted stock		553			553			—		—		(553	)		—			—			—			—			—
Restricted stock withheld for taxes		(189	)		(189	)		—		—		(3,782	)		—			—			(3,971	)		—			(3,971	)
Share-based compensation cost		—			—			—		—		7,414			—			—			7,414			—			7,414
Dividends ($0.375 per common share)		—			—			—		—		—			(10,589	)		—			(10,589	)		—			(10,589	)
Balance as of February 28, 2021		27,263		$	27,263			200	$	200	$	39,695		$	697,966		$	(35,282	)	$	729,842		$	4,197		$	734,039

	Common Stock																Accumulated
	Class A						Class B				Additional						Other			Total SSI
Six Months Ended February 28, 2022	Shares			Amount			Shares		Amount		Paid-in Capital			Retained Earnings			Comprehensive Loss			Shareholders' Equity			Noncontrolling Interests			Total Equity
Balance as of September 1, 2021		27,332		$	27,332			200	$	200	$	49,074		$	793,712		$	(34,554	)	$	835,764		$	4,015		$	839,779
Net income		—			—			—		—		—			83,814			—			83,814			1,627			85,441
Other comprehensive loss, net of tax		—			—			—		—		—			—			116			116			—			116
Distributions to noncontrolling interests		—			—			—		—		—			—			—			—			(1,785	)		(1,785	)
Share repurchases		(200	)		(200	)		—		—		(7,665	)		—			—			(7,865	)		—			(7,865	)
Issuance of restricted stock		479			479			—		—		(479	)		—			—			—			—			—
Restricted stock withheld for taxes		(178	)		(178	)		—		—		(9,399	)		—			—			(9,577	)		—			(9,577	)
Share-based compensation cost		—			—			—		—		9,290			—			—			9,290			—			9,290
Dividends ($0.375 per common share)		—			—			—		—		—			(10,750	)		—			(10,750	)		—			(10,750	)
Balance as of February 28, 2022		27,433		$	27,433			200	$	200	$	40,821		$	866,776		$	(34,438	)	$	900,792		$	3,857		$	904,649

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

8

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

(Currency - U.S. Dollar)

	Six Months Ended February 28,
	2022			2021
Cash flows from operating activities:
Net income	$	85,441		$	60,743
Adjustments to reconcile net income to cash used in operating activities:
Depreciation and amortization		35,816			29,295
Inventory write-downs		304			—
Deferred income taxes		13,988			5,544
Undistributed equity in earnings of joint ventures		(827	)		(1,181	)
Share-based compensation expense		9,231			7,276
Loss (gain) on disposal of assets, net		1,345			(81	)
Unrealized foreign exchange loss, net		121			93
Credit loss, net		16			66
Changes in assets and liabilities, net of acquisitions:
Accounts receivable		(47,762	)		(75,961	)
Inventories		(52,624	)		(90,151	)
Income taxes		(697	)		16,097
Prepaid expenses and other current assets		1,309			1,266
Other long-term assets		(651	)		(3,765	)
Operating lease assets and liabilities		(903	)		(430	)
Accounts payable		11,762			45,050
Accrued payroll and related liabilities		(39,711	)		(85	)
Other accrued liabilities		7,583			(3,618	)
Environmental liabilities		(12,482	)		2,488
Other long-term liabilities		455			3,494
Distributed equity in earnings of joint ventures		1,000			1,250
Net cash provided by (used in) operating activities		12,714			(2,610	)
Cash flows from investing activities:
Capital expenditures		(69,409	)		(55,084	)
Acquisitions, net of acquired cash		(113,939	)		—
Proceeds from insurance and sale of assets		11,129			317
Deposit on land option		(80	)		630
Net cash used in investing activities		(172,299	)		(54,137	)
Cash flows from financing activities:
Borrowings from long-term debt		405,094			265,645
Repayment of long-term debt		(225,395	)		(199,229	)
Payment of debt issuance costs		—			(23	)
Repurchase of Class A common stock		(7,865	)		—
Taxes paid related to net share settlement of share-based payment awards		(9,577	)		(3,971	)
Distributions to noncontrolling interests		(1,785	)		(1,583	)
Dividends paid		(10,841	)		(10,828	)
Net cash provided by financing activities		149,631			50,011
Effect of exchange rate changes on cash		(41	)		175
Net decrease in cash and cash equivalents		(9,995	)		(6,561	)
Cash and cash equivalents as of beginning of period		27,818			17,887
Cash and cash equivalents as of end of period	$	17,823		$	11,326

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

9

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

(Currency - U.S. Dollar)

	Six Months Ended February 28,
	2022		2021
SUPPLEMENTAL DISCLOSURES:
Cash paid during the period for:
Interest	$	1,748	$	1,827
Income taxes paid (refunded), net	$	9,829	$	(4,525	)
Schedule of noncash investing and financing transactions:
Purchases of property, plant and equipment included in liabilities	$	21,828	$	11,338

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

10

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements of Schnitzer Steel Industries, Inc. and its majority-owned and wholly-owned subsidiaries (the “Company”) have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q, including Article 10 of Regulation S-X. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all normal, recurring adjustments considered necessary for a fair statement have been included. Management suggests that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2021. The results for the three and six months ended February 28, 2022 and 2021 are not necessarily indicative of the results of operations for the entire fiscal year.

Segment Reporting

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

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

Cash and Cash Equivalents

Cash and cash equivalents include short-term securities that are not restricted by third parties and have an original maturity date of 90 days or less. Included in accounts payable are book overdrafts representing outstanding checks in excess of funds on deposit of $45 million and $47 million as of February 28, 2022 and August 31, 2021, respectively.

Accounts Receivable, net

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

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

Also included in accounts receivable are short-term advances to scrap metal suppliers used as a mechanism to acquire unprocessed scrap metal. The advances are generally repaid with scrap metal, as opposed to cash. Repayments of advances with scrap metal are treated as noncash operating activities in the Unaudited Condensed Consolidated Statements of Cash Flows and totaled $6 million and $5 million for the six months ended February 28, 2022 and 2021, respectively.

11

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Prepaid Expenses

The Company’s prepaid expenses, reported within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets, totaled $16 million and $22 million as of February 28, 2022 and August 31, 2021, respectively, and consisted primarily of deposits on capital projects, prepaid services, prepaid insurance, and prepaid property taxes.

Other Assets

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

Receivables from insurers represent the portion of insured losses expected to be recovered from the Company’s insurers. The receivable is recorded at an amount not to exceed the recorded loss and only if the terms of legally enforceable insurance contracts support that the insurance recovery will not be disputed and is deemed collectible. Receivables from insurers totaled $20 million and $21 million as of February 28, 2022 and August 31, 2021, respectively. Receivables from insurers as of February 28, 2022 comprised primarily $10 million relating to property loss and damage and other claims in connection with the December 2021 fire at the Company’s shredder facility in Everett, Massachusetts, $6 million relating to environmental claims, and $4 million relating to workers’ compensation claims. Receivables from insurers as of August 31, 2021 comprised primarily $10 million relating to property loss and damage and other claims in connection with the May 2021 fire at the Company’s melt shop operations in McMinnville, Oregon, $6 million relating to environmental claims, and $4 million relating to workers’ compensation claims. See “Accounting for Impacts of Involuntary Events” below in this Note for further discussion of receivables and advance payments from insurers relating to property damage and business interruption claims.

Other assets as of both February 28, 2022 and August 31, 2021 also included approximately $8 million in connection with cash deposited into a client trust account in the second quarter of fiscal 2021 to fund the remediation of a site, a portion of which was previously leased to and operated by an indirect, wholly-owned subsidiary. The cash was deposited into the client trust account by other potentially liable parties in connection with settlement of a lawsuit relating to allocation of the remediation costs, including agreement by the Company’s subsidiary to perform certain remedial actions. See “Other Legacy Environmental Loss Contingencies” within “Contingencies – Environmental” in Note 5 - Commitments and Contingencies for further discussion of this matter.

The Company invested $6 million in the equity of a privately-held waste and recycling entity in fiscal 2017. The equity investment does not have a readily determinable fair value and, therefore, is carried at cost and adjusted for impairments and observable price changes. The investment is reported within other assets in the Unaudited Condensed Consolidated Balance Sheets. The carrying value of the investment was $6 million as of February 28, 2022 and August 31, 2021. The Company has not recorded any impairments or upward or downward adjustments to the carrying value of the investment since acquisition.

Accounting for Impacts of Involuntary Events

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

12

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On May 22, 2021, the Company experienced a fire at its steel mill in McMinnville, Oregon. Direct physical loss or damage to property from the incident was limited to the mill’s melt shop, with no bodily injuries and no physical loss or damage to other buildings or equipment. As a result of the fire, the rolling mill production ceased in early June 2021. In August 2021, the steel mill began ramping up operations following the substantial completion of replacement and repairs of property and equipment in the melt shop that had been lost or damaged by the fire. The Company experienced the loss of business income during the shutdown of the steel mill and the subsequent ramp-up phase which was substantially completed during the second quarter of fiscal 2022. The Company filed initial insurance claims for the physical loss and damage experienced at the mill’s melt shop and business income losses resulting from the matter. As of August 31, 2021, prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets included an initial $10 million insurance receivable recognized in the fourth quarter of fiscal 2021, primarily offsetting applicable losses including capital purchases of $10 million that had been incurred by the Company as of August 31, 2021. In the first half of fiscal 2022, the Company increased the amount of this insurance receivable to $25 million and recognized a related $15 million insurance recovery gain, $3 million recorded in the first quarter and $12 million recorded in the second quarter, within cost of goods sold in the Unaudited Condensed Consolidated Statements of Income, reflecting recovery of applicable losses incurred as a result of the fire to date. In addition, during the first half of fiscal 2022, the Company received advance payments from insurers totaling approximately $30 million towards the Company’s claims, and not reflecting any final or full settlement of claims with the insurers, which amount reduced the $25 million insurance receivable to zero with the remaining amount of advance payments of $5 million reported within other accrued liabilities in the Unaudited Condensed Consolidated Balance Sheets as of February 28, 2022.

On December 8, 2021, the Company experienced a fire at its metals recycling facility in Everett, Massachusetts. Direct physical loss or damage to property from the incident was limited to the facility’s shredder building and equipment, with no bodily injuries and no physical loss or damage to property reported at other buildings or equipment. As a result of the fire, shredding operations ceased, while all non-shredding operations at the facility continued, including torching, shearing, separating, and sorting purchased non-shreddable recycled ferrous metals. On January 28, 2022, shredding operations at the facility began ramping up following the replacement and repairs to shredder equipment that had been damaged. Completion of the remainder of repair and replacement of property that experienced physical loss or damage, primarily buildings and improvements, will occur over a longer period and impacts on business income may continue. The Company filed initial insurance claims for the property that experienced physical loss or damage and anticipated business income losses resulting from the matter. In the second quarter of fiscal 2022, the Company recognized an initial $10 million insurance receivable and related insurance recovery gain, reported within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets and within cost of goods sold in the Unaudited Condensed Consolidated Statements of Income, respectively, reflecting recovery of applicable losses including impairment charges of $6 million related to the carrying value of plant and equipment assets lost in or damaged by the fire and initial capital purchases and other costs totaling $4 million that had been incurred by the Company as of February 28, 2022.

Business Acquisitions

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The majority of cash and cash equivalents is maintained with major financial institutions. Balances with these and certain other institutions exceeded the Federal Deposit Insurance Corporation insured amount of $250 thousand as of February 28, 2022. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically diverse customers make up the Company’s customer base. The Company controls credit risk through credit approvals, credit limits, credit insurance, letters of credit or other collateral, cash deposits, and monitoring procedures.

Recent Accounting Pronouncements

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

13

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2 - Inventories

Inventories consisted of the following (in thousands):

	February 28, 2022		August 31, 2021
Processed and unprocessed scrap metal	$	198,058	$	164,960
Semi-finished goods		18,449		7,671
Finished goods		60,680		39,368
Supplies		46,744		44,428
Inventories	$	323,931	$	256,427

Note 3 - Business Acquisition

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

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

Cash	$	325
Accounts receivable		22,763
Inventories		10,060
Other current assets		255
Property, plant and equipment		13,570
Operating lease right-of-use assets		254
Goodwill(1)		62,325
Intangibles and other assets		19,741
Total assets acquired		129,293
Current liabilities		11,680
Other liabilities		3,350
Total liabilities assumed		15,030
Net assets acquired	$	114,263

(1) Approximately $59 million of the provisional amount of acquired goodwill is tax deductible.

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

			Useful Life
Supplier relationships	$	17,245	7
Customer relationships		2,496	7
	$	19,741

14

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The results of operations for the acquired Columbus Recycling business beginning as of the October 1, 2021 acquisition date are included in the accompanying financial statements. For each of the three and six months ended February 28, 2022 and 2021, the unaudited amount of revenues of the acquired Columbus Recycling business equaled 6% or less of the Company’s consolidated revenues reported in the Unaudited Condensed Consolidated Statements of Income, and the unaudited amount of net income of the acquired Columbus Recycling business was not material to the financial statements taken as a whole. Because the pro forma results of operations of the Company for the periods presented in this report would not be materially different as a result of the acquisition, this information is not presented.

Note 4 - Goodwill

The Company evaluates goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Impairment of goodwill is tested at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as a “component”). A component of an operating segment is required to be identified as a reporting unit if the component is a business for which discrete financial information is available and segment management regularly reviews its operating results. There were no triggering events identified during the first half of fiscal 2022 requiring an interim goodwill impairment test, and the Company did not record a goodwill impairment charge in any of the periods presented.

The gross change in the carrying amount of goodwill for the six months ended February 28, 2022 was as follows (in thousands):

	Goodwill
August 31, 2021	$	170,304
Additions(1)		62,325
Foreign currency translation adjustment		(92	)
February 28, 2022	$	232,537

(1) Additions relate entirely to the acquired Columbus Recycling business, and the amount of acquired goodwill is provisional as of February 28, 2022. See Note 3 – Business Acquisitions.

Accumulated goodwill impairment charges were $471 million as of both February 28, 2022 and August 31, 2021.

Note 5 - Commitments and Contingencies

Contingencies - Environmental

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

Changes in the Company’s environmental liabilities for the six months ended February 28, 2022 were as follows (in thousands):

Balance as of September 1, 2021		Liabilities Established (Released), Net		Payments and Other			Balance as of February 28, 2022		Short-Term		Long-Term
$	77,128	$	6,986	$	(16,283	)	$	67,831	$	12,987	$	54,844

The Company had environmental liabilities of $68 million and $77 million as of February 28, 2022 and August 31, 2021, respectively, for the potential remediation of locations where it has conducted business or has environmental liabilities from historical or recent activities. The liabilities relate to the investigation and potential future remediation of contaminated sediments and riverbanks, soil contamination, groundwater contamination, storm water runoff issues, and other natural resource damages. Except for Portland Harbor and certain liabilities discussed under “Other Legacy Environmental Loss Contingencies” below, such liabilities were not individually material at any site.

15

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Portland Harbor

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

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

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

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

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

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

16

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

In addition to the remedial action process overseen by the EPA, the Portland Harbor Natural Resource Trustee Council (“Trustee Council”) is assessing natural resource damages at the Site. In 2008, the Trustee Council invited the Company and other PRPs to participate in funding and implementing the Natural Resource Injury Assessment for the Site. The Company and other participating PRPs ultimately agreed to fund the first two phases of the three-phase assessment, which included the development of the Natural Resource Damage Assessment Plan (“AP”) and implementation of the AP to develop information sufficient to facilitate early settlements between the Trustee Council and Phase 2 participants and the identification of restoration projects to be funded by the settlements. In late May 2018, the Trustee Council published notice of its intent to proceed with Phase 3, which will involve the full implementation of the AP and the final injury and damage determination. The Company is proceeding with the process established by the Trustee Council regarding early settlements under Phase 2. The Company has established an environmental reserve of approximately $2.3 million for this alleged natural resource damages liability as it continues to work with the Trustee Council to finalize an early settlement. The Company has insurance policies that it believes will provide reimbursement for costs related to this matter. As of February 28, 2022 and August 31, 2021, the Company had an insurance receivable in the same amount as the environmental reserve. See “Other Assets” in Note 1 – Summary of Significant Accounting Policies for further discussion of receivables from insurers.

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

17

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s environmental liabilities as of February 28, 2022 and August 31, 2021 included $5 million and $6 million, respectively, relating to the Portland Harbor matters described above.

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

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

The Oregon Department of Environmental Quality is separately providing oversight of investigations and source control activities by the Company at various sites adjacent to Portland Harbor that are focused on controlling any current “uplands” releases of contaminants into the Willamette River. No liabilities have been established in connection with these investigations beyond the costs of investigation and design, which costs have not been material to date, because the extent of contamination, required source control work, and the Company’s responsibility for the contamination and source control work, in each case if any, have not yet been determined. In addition, pursuant to its insurance policies, the Company is being reimbursed for the costs it incurs for required source control evaluation and remediation work.

Other Legacy Environmental Loss Contingencies

The Company’s environmental loss contingencies as of February 28, 2022 and August 31, 2021, other than Portland Harbor, include actual or possible investigation and remediation costs from historical contamination at sites currently or formerly owned or formerly operated by the Company or at other sites where the Company may have responsibility for such costs due to past disposal or other activities (“legacy environmental loss contingencies”). These legacy environmental loss contingencies relate to the potential remediation of waterways and soil and groundwater contamination and may also involve natural resource damages, governmental fines and penalties, and claims by third parties for personal injury and property damage. The Company has been notified that it is or may be a potentially responsible party at certain of these sites, and investigation and remediation activities are ongoing or may be required in the future. The Company recognizes a liability for such matters when the loss is probable and can be reasonably estimated. When investigation, allocation, and remediation activities are ongoing or where the Company has not yet been identified as having responsibility or the contamination has not yet been identified, it is reasonably possible that the Company may need to recognize additional liabilities in connection with such sites but the Company cannot currently reasonably estimate the possible loss or range of loss absent additional information or developments. Such additional liabilities, individually or in the aggregate, may have a material adverse effect on the Company’s results of operations, financial condition, or cash flows.

18

SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

In fiscal 2018, the Company accrued an initial $4 million for the estimated costs related to remediation of shredder residue disposed of in or around the 1970s at third-party sites located near each other. Investigation activities have been conducted under oversight of the applicable state regulatory agency. As of both February 28, 2022 and August 31, 2021, the Company had $4 million accrued for this matter. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such losses are probable and can be reasonably estimated. The Company previously estimated a range of reasonably possible losses related to this matter in excess of current accruals at between zero and $28 million based on a range of remedial alternatives and subject to development and approval by regulators of specific remedy implementation plans. However, subsequent to the development of those remedial alternatives, the Company performed additional investigative activities under new state requirements that have the potential to impact the required remedial actions and associated cost estimates pending further investigation, analysis, and discussion by the Company and regulators. The Company is investigating whether a portion or all of the current and future losses related to this matter, if incurred, are covered by existing insurance coverage or may be offset by contributions from other responsible parties.

In addition, the Company’s loss contingencies as of February 28, 2022 and August 31, 2021 included $8 million and $19 million, respectively, for the estimated costs related to environmental matters in connection with a closed facility owned and previously operated by an indirect, wholly-owned subsidiary, including monitoring and remediation of soil and groundwater conditions and funding for wellhead treatment facilities. In the second quarter of fiscal 2022, the Company accrued $3 million for certain soil remediation activities based on additional information related to estimated costs to complete. Investigation and remediation activities have been conducted under the oversight of the applicable state regulatory agency and are on-going, and the Company’s subsidiary has also been working with state and local officials with respect to the protection of public and private water supplies. As part of its activities relating to the protection of public water supplies, the Company’s subsidiary agreed to reimburse the municipality for certain studies and plans and to provide funding for the construction and operation by the municipality of wellhead treatment facilities, which agreement resulted in payment by the Company to the municipality of $11 million in the second quarter of fiscal 2022. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such additional losses are probable and can be reasonably estimated. However, the Company cannot reasonably estimate at this time the possible additional loss or range of possible additional losses associated with this matter pending the on-going implementation of the approved remediation plan for soil and groundwater conditions and completion and operation of the wellhead treatment facilities.

In addition, the Company’s loss contingencies as of both February 28, 2022 and August 31, 2021 included $8 million for the estimated costs related to remediation of a site a portion of which was previously leased to and operated by an indirect, wholly-owned subsidiary. In connection with settlement of a lawsuit relating to allocation of the remediation costs, the Company’s subsidiary agreed to perform the remedial action related to metals contamination on the site estimated to cost approximately $7.9 million, and another potentially liable party agreed to perform the remedial action related to creosote contamination at the site. As part of the settlement, other potentially liable parties agreed to make payments totaling approximately $7.6 million to fund the remediation of the metals contamination at the site in exchange for a release and indemnity. This amount was fully funded into a client trust account for the Company’s subsidiary in December 2020. See “Other Assets” in Note 1 - Summary of Significant Accounting Policies for further discussion of this client trust account. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such additional losses are probable and can be reasonably estimated. However, the Company cannot reasonably estimate at this time the possible additional loss or range of possible additional losses associated with this matter pending completion, approval, and implementation of the remediation action plan.

Summary - Environmental Contingencies

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

Contingencies – Other

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

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6 - Accumulated Other Comprehensive Loss

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

	Three Months Ended February 28, 2022									Three Months Ended February 28, 2021
	Foreign Currency Translation Adjustments			Pension Obligations, Net			Total			Foreign Currency Translation Adjustments			Pension Obligations, Net			Total
Balances - December 1 (Beginning of period)	$	(32,724	)	$	(2,555	)	$	(35,279	)	$	(33,945	)	$	(2,947	)	$	(36,892	)
Other comprehensive income before reclassifications		722			—			722			1,572			—			1,572
Income tax (expense)		—			—			—			—			—			—
Other comprehensive income before reclassifications, net of tax		722			—			722			1,572			—			1,572
Amounts reclassified from accumulated other comprehensive loss		—			154			154			—			49			49
Income tax (benefit)		—			(35	)		(35	)		—			(11	)		(11	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		—			119			119			—			38			38
Net periodic other comprehensive income		722			119			841			1,572			38			1,610
Balances - February 28 (End of period)	$	(32,002	)	$	(2,436	)	$	(34,438	)	$	(32,373	)	$	(2,909	)	$	(35,282	)

	Six Months Ended February 28, 2022									Six Months Ended February 28, 2021
	Foreign Currency Translation Adjustments			Pension Obligations, Net			Total			Foreign Currency Translation Adjustments			Pension Obligations, Net			Total
Balances - September 1 (Beginning of period)	$	(31,609	)	$	(2,945	)	$	(34,554	)	$	(34,184	)	$	(2,687	)	$	(36,871	)
Other comprehensive (loss) income before reclassifications		(393	)		451			58			1,811			(385	)		1,426
Income tax (expense) benefit		—			(101	)		(101	)		—			87			87
Other comprehensive (loss) income before reclassifications, net of tax		(393	)		350			(43	)		1,811			(298	)		1,513
Amounts reclassified from accumulated other comprehensive loss		—			205			205			—			98			98
Income tax (benefit)		—			(46	)		(46	)		—			(22	)		(22	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		—			159			159			—			76			76
Net periodic other comprehensive (loss) income		(393	)		509			116			1,811			(222	)		1,589
Balances - February 28 (End of period)	$	(32,002	)	$	(2,436	)	$	(34,438	)	$	(32,373	)	$	(2,909	)	$	(35,282	)

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

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7 - Revenue

Disaggregation of Revenues

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

	Three Months Ended February 28,				Six Months Ended February 28,
	2022		2021		2022		2021
Major product information:
Ferrous revenues	$	438,314	$	322,679	$	904,170	$	574,885
Nonferrous revenues		196,142		147,322		390,571		267,031
Steel revenues(1)		116,196		99,191		219,434		187,605
Retail and other revenues		32,546		30,919		67,141		62,697
Total revenues	$	783,198	$	600,111	$	1,581,316	$	1,092,218
Revenues based on sales destination:
Foreign	$	435,471	$	332,197	$	906,644	$	600,596
Domestic		347,727		267,914		674,672		491,622
Total revenues	$	783,198	$	600,111	$	1,581,316	$	1,092,218

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

Receivables from Contracts with Customers

The revenue accounting standard defines a receivable as an entity’s right to consideration that is unconditional, meaning that only the passage of time is required before payment is due. As of February 28, 2022 and August 31, 2021, receivables from contracts with customers, net of an allowance for credit losses, totaled $276 million and $210 million, respectively, representing 98% of total accounts receivable reported on the Unaudited Condensed Consolidated Balance Sheets at each reporting date.

Contract Liabilities

Contract consideration received from a customer prior to revenue recognition is recorded as a contract liability and is recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract. The Company’s contract liabilities, which consist almost entirely of customer deposits for recycled metal and finished steel sales contracts, are reported within accounts payable in the Unaudited Condensed Consolidated Balance Sheets and totaled $11 million and $8 million as of February 28, 2022 and August 31, 2021, respectively. Unsatisfied performance obligations reflected in these contract liabilities relate to contracts with original expected durations of one year or less and, therefore, are not disclosed. During the three and six months ended February 28, 2022, the Company reclassified less than $1 million and $7 million, respectively, in contract liabilities as of August 31, 2021 to revenues as a result of satisfying performance obligations during the period. During the three and six months ended February 28, 2021, the Company reclassified $1 million and $6 million, respectively, in contract liabilities as of August 31, 2020 to revenues as a result of satisfying performance obligations during the period.

Note 8 - Share-Based Compensation

In the first quarter of fiscal 2022, as part of the annual awards under the Company’s Long-Term Incentive Plan, the Compensation Committee of the Company’s Board of Directors granted 158,656 restricted stock units (“RSUs”) and 153,080 performance share awards to the Company’s key employees and officers under the Company’s 1993 Amended and Restated Stock Incentive Plan.

The RSUs have a five-year term and vest 20% per year commencing October 31, 2022. The aggregate fair value of all the RSUs granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled $8 million. The compensation expense associated with the RSUs is recognized over the requisite service period of the awards, net of forfeitures, which for participants who were retirement eligible as of the grant date or who will become retirement eligible during the five-year term of the awards is the longer of two years or the period ending on the date retirement eligibility is achieved.

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SCHNITZER STEEL INDUSTRIES, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The performance share awards comprise two separate and distinct awards with different vesting conditions. Awards vest if the threshold level under the specified metric is met at the end of the approximately three-year performance period. For awards granted in the first quarter of fiscal 2022, the performance metrics are the Company’s recycled metal volume growth and its return on capital employed (“ROCE”). Award share payouts depend on the extent to which the performance goals have been achieved, which performance-based payout factors are adjusted by a total shareholder return (“TSR”) modifier based on the Company’s average TSR percentile rank relative to a designated peer group. The number of shares that a participant receives is equal to the number of performance shares granted multiplied by an initial payout factor based on recycled metal volume growth and ROCE, which ranges from a threshold of 50% to a maximum of 200%. The final payout factor is then determined by applying the TSR modifier to the initial payout factor within a certain range, with a maximum increase or decrease of 20%.

The Company granted 76,540 performance share awards based on its recycled metal volume growth metric with TSR modifier and 76,540 performance share awards based on its ROCE metric with TSR modifier over a three-year performance period consisting of the Company’s 2022, 2023, and 2024 fiscal years. The Company estimated the fair value of performance share awards granted in the first quarter of fiscal 2022 using a Monte-Carlo simulation model utilizing several key assumptions, including the following:

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

The estimated aggregate fair value of these performance share awards at the date of grant was $8 million. The Company accrues compensation cost for these performance share awards based on the probable outcome of achieving specified performance conditions, net of estimated forfeitures, over the requisite service period (or to the date a qualifying employment termination event entitles the recipient to a prorated award, if before the end of the service period). The Company reassesses whether achievement of the performance conditions is probable at each reporting date. If it is probable that the actual performance results will exceed the stated target performance conditions, the Company accrues additional compensation cost for the additional performance shares to be awarded irrespective of the TSR modifier, the effects of which are incorporated in the grant-date fair value of the awards. If, upon reassessment, it is no longer probable that the actual performance results will exceed the stated target performance conditions, or that it is no longer probable that the target performance conditions will be achieved, the Company reverses any recognized compensation cost for shares no longer probable of being issued. If the performance conditions are not achieved at the end of the performance period, all related compensation cost previously recognized is reversed. Performance share awards will be paid in Class A common stock as soon as practicable after the end of the requisite service period and vesting date of October 31, 2024.

In the second quarter of fiscal 2022, the Company granted deferred stock units (“DSUs”) to each of its non-employee directors under the Company’s 1993 Stock Incentive Plan, as amended. Each DSU gives the director the right to receive one share of Class A common stock at a future date. The grant included an aggregate of 18,924 shares that will vest in full on the day before the Company’s 2023 annual meeting of shareholders, subject to continued Board service. The total fair value of these awards at the grant date was $1 million.

Note 9 - Income Taxes

Effective Tax Rate

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NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company’s effective tax rate from continuing operations for the second quarter and first six months of fiscal 2022 was an expense on pre-tax income of 24.0% and 21.3%, respectively, compared to 20.1% and 22.1%, respectively, for the comparable prior year periods. The Company’s effective tax rate from continuing operations for the second quarter of fiscal 2022 was higher than the U.S. federal statutory rate of 21% primarily due to the aggregate impact of state taxes and permanent differences from non-deductible expenses on the projected annual effective tax rate applied to the quarterly results.

Valuation Allowances

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

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

Note 10 - Net Income Per Share

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

	Three Months Ended February 28,						Six Months Ended February 28,
	2022			2021			2022			2021
Income from continuing operations	$	38,136		$	45,649		$	85,441		$	60,755
Net income attributable to noncontrolling interests		(550	)		(1,091	)		(1,627	)		(2,051	)
Income from continuing operations attributable to SSI shareholders		37,586			44,558			83,814			58,704
Income (loss) from discontinued operations, net of tax		29			30			—			(12	)
Net income attributable to SSI shareholders	$	37,615		$	44,588		$	83,814		$	58,692
Computation of shares:
Weighted average common shares outstanding, basic		28,231			27,991			28,195			27,899
Incremental common shares attributable to dilutive performance share awards, restricted stock units and deferred stock units		1,481			871			1,603			774
Weighted average common shares outstanding, diluted		29,712			28,862			29,798			28,673

Common stock equivalent shares of 311,736 and 199,786 were considered antidilutive and were excluded from the calculation of diluted net income per share for the three and six months ended February 28, 2022, respectively. No common stock equivalent shares were considered antidilutive for the three months ended February 28, 2021, while 103,566 common stock equivalent shares were considered antidilutive and were excluded from the calculation of diluted net income per share for the six months ended February 28, 2021.

Note 11 - Related Party Transactions

The Company purchases recycled metal from one of its joint venture operations at prices that approximate fair market value. These purchases totaled $5 million for each of the three months ended February 28, 2022 and 2021, and $11 million and $8 million for the six months ended February 28, 2022 and 2021, respectively.

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SCHNITZER STEEL INDUSTRIES, INC.

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

This section includes a discussion of our operations for the three and six months ended February 28, 2022 and 2021. The following discussion and analysis provide information which management believes is relevant to an assessment and understanding of our financial condition and results of operations. The discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended August 31, 2021, 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. is one of North America’s largest recyclers of ferrous and nonferrous metal, including end-of-life vehicles, and a manufacturer of finished steel products. As a vertically integrated organization, we offer a range of products and services to meet global demand through our network that includes 50 retail self-service auto parts stores, 52 metals recycling facilities, and an electric arc furnace (“EAF”) steel mill.

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

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

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

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SCHNITZER STEEL INDUSTRIES, INC.

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

Coronavirus Disease 2019 (“COVID-19”)

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

Steel Mill Fire

On May 22, 2021, we experienced a fire at our steel mill in McMinnville, Oregon. Direct physical loss or damage to property from the incident was limited to the mill’s melt shop, with no bodily injuries and no physical loss or damage to other buildings or equipment. As a result of the fire, the rolling mill production ceased in early June 2021. In August 2021, the steel mill began ramping up operations following the substantial completion of replacement and repairs of property and equipment in the melt shop that had been lost or damaged by the fire. We experienced the loss of business income during the shutdown of the steel mill and the subsequent ramp-up phase which was substantially completed during the second quarter of fiscal 2022. We have insurance that we believe is fully applicable to the losses and have filed initial insurance claims, which are subject to deductibles and various conditions, exclusions, and limits, for the property that experienced physical loss or damage and business income losses resulting from the matter. The property damage deductible under the policies insuring the Company’s assets in this matter is $1 million, while the deductible for lost business income is 10 times the Average Daily Gross Earnings which would have been earned had no interruption occurred, calculated subject to judgments and uncertainties. As of August 31, 2021, prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets included an initial $10 million insurance receivable recognized in the fourth quarter of fiscal 2021, primarily offsetting applicable losses including capital purchases of $10 million that we had incurred as of August 31, 2021. In the first half of fiscal 2022, we increased the amount of this insurance receivable to $25 million and recognized a related $15 million insurance recovery gain, $3 million recorded in the first quarter and $12 million recorded in the second quarter, within cost of goods sold in the Unaudited Condensed Consolidated Statements of Income , reflecting recovery of applicable losses incurred as a result of the fire to date. In addition, during the first half of fiscal 2022, we received advance payments from insurers totaling approximately $30 million towards our claims, and not reflecting any final or full settlement of claims with the insurers, which amount reduced the $25 million insurance receivable to zero with the remaining amount of advance payments of $5 million reported within other accrued liabilities in the Unaudited Condensed Consolidated Balance Sheets as of February 28, 2022.

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Everett Facility Shredder Fire

On December 8, 2021, we experienced a fire at our metals recycling facility in Everett, Massachusetts. Direct physical loss or damage to property from the incident was limited to the facility’s shredder building and equipment, with no bodily injuries and no physical loss or damage to property reported at other buildings or equipment. As a result of the fire, shredding operations ceased, while all non-shredding operations at the facility continued, including torching, shearing, separating, and sorting purchased non-shreddable recycled ferrous metals. On January 28, 2022, shredding operations at the facility began ramping up following the replacement and repairs to shredder equipment that had been damaged. Completion of the remainder of repair and replacement of property that experienced physical loss or damage, primarily buildings and improvements, will occur over a longer period and impacts on business income may continue. We have insurance that we believe is fully applicable to the losses and have filed initial insurance claims, which are subject to deductibles and various conditions, exclusions, and limits, for the property damage or loss and business income losses resulting from the matter. The property damage deductible under the policies insuring our assets in this matter is $0.5 million, while the deductible for lost business income is 10 times the Average Daily Gross Earnings which would have been earned had no interruption occurred, calculated subject to judgments and uncertainties. The insurance claims resolution process may extend significantly beyond completion of repair and replacement of the physical plant property that experienced physical loss or damage and the restart of production activities. In the second quarter of fiscal 2022, we recognized an initial $10 million insurance receivable and related insurance recovery gain, reported within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets and within cost of goods sold in the Unaudited Condensed Consolidated Statements of Income, respectively, reflecting recovery of applicable losses including impairment charges of $6 million related to the carrying value of plant and equipment assets damaged by the fire and initial capital purchases and other costs totaling $4 million that we had incurred as of February 28, 2022.

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. For example, we use adjusted EBITDA as one of the measures to compare and evaluate financial performance. Adjusted EBITDA is the sum of our net income before results from discontinued operations, interest expense, income taxes, depreciation and amortization, business development costs not related to ongoing operations including pre-acquisition expenses, charges for legacy environmental matters (net of recoveries), restructuring charges and other exit-related activities, and other items which are not related to underlying business operational performance. See the reconciliations of supplemental financial measures, including adjusted EBITDA, in Non-GAAP Financial Measures at the end of this Item 2.

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

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SCHNITZER STEEL INDUSTRIES, INC.

Financial Highlights of Results of Operations for the Second Quarter of Fiscal 2022

• Diluted earnings per share from continuing operations attributable to SSI shareholders in the second quarter of fiscal 2022 was $1.27, compared to $1.54 per share in the prior year quarter.

• Adjusted diluted earnings per share from continuing operations attributable to SSI shareholders in the second quarter of fiscal 2022 was $1.38, compared to $1.51 per share in the prior year quarter.

• Net income in the second quarter of fiscal 2022 was $38 million, compared to $46 million in the prior year quarter.

• Adjusted EBITDA in the second quarter of fiscal 2022 was $75 million, compared to $71 million in the prior year quarter.

Market demand for recycled metals was strong in the second quarter of fiscal 2022, leading to significantly higher average net selling prices and increased sales volumes for our ferrous and nonferrous products compared to the prior year quarter. In the second quarter of fiscal 2022, the average net selling prices for our ferrous and nonferrous products increased by 15% and 33%, respectively, and sales volumes for these products increased by 10% and 8%, respectively, compared to the prior year quarter. The increased sales volumes in part reflected additional volumes arising from the Columbus Recycling business acquired on October 1, 2021. Market demand for our finished steel products also improved in the second quarter of fiscal 2022, which contributed to finished steel average selling prices increasing by 51% compared to the prior year quarter. Finished steel sales volumes were 22% lower in the second quarter of fiscal 2022 compared to the prior year quarter in part due to the impact of supply chain disruptions on current volumes, including delays to construction projects related to a concrete industry strike in the Pacific Northwest. Our results for the second quarter of fiscal 2022 reflected benefits from the higher price environment for most of our products and increased ferrous and nonferrous sales volumes driven by strong demand compared to the prior year quarter, as well as recognition of insurance recoveries. Our results in the second quarter of fiscal 2022 also reflected the impact of compressed metal spreads on contracted ferrous sales for February shipments due to a surge in market prices in the second half of the quarter, a less favorable impact from average inventory accounting compared to the prior year quarter, and the effects of supply chain disruptions, lower year-over-year platinum group metals (PGM) prices, inflationary pressure on operating costs, and the adverse impact of the Everett shredder downtime.

Selling, general, and administrative expense in the second quarter of fiscal 2022 increased by 13% compared to the prior year quarter primarily due to higher legacy environmental charges, employee salary and wage expenses, and outside and professional services expenses, including from higher costs resulting from our acquisition and other growth-related activities, increased competition for employees in a tight labor market, and the impacts of inflation. These higher expenses in the second quarter of fiscal 2022 were partially offset by lower accruals in connection with our annual incentive compensation plans compared to the prior year quarter.

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

• For the first six months of fiscal 2022, net cash provided by operating activities was $13 million, compared to net cash used in operating activities of $3 million in the prior year comparable period.

• Debt was $262 million as of February 28, 2022, compared to $75 million as of August 31, 2021, which increase was primarily due to increased borrowings from our credit facilities to fund the acquisition of the assets of the Columbus Recycling business and higher net working capital needs.

• Debt, net of cash, was $244 million as of February 28, 2022, compared to $47 million as of August 31, 2021.

• Repurchase of 200,000 shares of Class A common stock totaling $8 million in the first six months of fiscal 2022, compared to none in the prior year comparable period.

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

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SCHNITZER STEEL INDUSTRIES, INC.

Results of Operations

Selected Financial Measures and Operating Statistics

	Three Months Ended February 28,									Six Months Ended February 28,
($ in thousands, except for prices and per share amounts)	2022			2021			%			2022			2021			%
Ferrous revenues	$	438,314		$	322,679			36	%	$	904,170		$	574,885			57	%
Nonferrous revenues		196,142			147,322			33	%		390,571			267,031			46	%
Steel revenues(1)		116,196			99,191			17	%		219,434			187,605			17	%
Retail and other revenues		32,546			30,919			5	%		67,141			62,697			7	%
Total revenues		783,198			600,111			31	%		1,581,316			1,092,218			45	%
Cost of goods sold		670,539			487,025			38	%		1,353,783			907,119			49	%
Gross margin (total revenues less cost of goods sold)	$	112,659		$	113,086			(—	)%	$	227,533		$	185,099			23	%
Gross margin (%)		14.4	%		18.8	%		(23	)%		14.4	%		16.9	%		(15	)%
Selling, general and administrative expense	$	61,081		$	54,142			13	%	$	116,348		$	104,048			12	%
Diluted earnings per share from continuing operations attributable to SSI shareholders:
Reported	$	1.27		$	1.54			(18	)%	$	2.81		$	2.05			37	%
Adjusted(2)	$	1.38		$	1.51			(9	)%	$	2.96		$	2.09			42	%
Net income	$	38,165		$	45,679			(16	)%	$	85,441		$	60,743			41	%
Adjusted EBITDA(2)	$	75,259		$	71,411			5	%	$	153,345		$	111,666			37	%
Average ferrous recycled metal sales prices ($/LT)(3):
Domestic	$	418		$	349			20	%	$	424		$	297			43	%
Foreign	$	455		$	399			14	%	$	452		$	334			35	%
Average	$	445		$	387			15	%	$	446		$	326			37	%
Ferrous volumes (LT, in thousands):
Domestic(4)		408			391			4	%		839			779			8	%
Foreign		663			586			13	%		1,381			1,251			10	%
Total ferrous volumes (LT, in thousands)(4)(8)		1,071			977			10	%		2,219			2,030			9	%
Average nonferrous sales price ($/pound)(3)(5)	$	1.10		$	0.83			33	%	$	1.08		$	0.74			46	%
Nonferrous volumes (pounds, in thousands)(4)(5)		147,145			135,899			8	%		300,373			274,135			10	%
Finished steel average sales price ($/ST)(3)	$	1,045		$	690			51	%	$	1,013		$	656			54	%
Finished steel sales volumes (ST, in thousands)		106			136			(22	)%		205			270			(24	)%
Cars purchased (in thousands)(6)		73			80			(9	)%		153			158			(3	)%
Number of auto parts stores at period end		50			50			(—	)%		50			50			(—	)%
Rolling mill utilization(7)		86	%		88	%		(2	)%		82	%		93	%		(12	)%

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 predominantly sales of finished steel products, in addition to sales of 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 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.

(8) May not foot due to rounding.

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SCHNITZER STEEL INDUSTRIES, INC.

Revenues

Revenues in the second quarter and first six months of fiscal 2022 increased by 31% and 45%, respectively, compared to the same periods in the prior year primarily due to significantly higher average net selling prices and increased sales volumes for our ferrous and nonferrous products driven by strong market demand for recycled metals globally. In the second quarter and first six months of fiscal 2022, the average net selling prices for our ferrous products increased by 15% and 37%, respectively, and the average net selling prices for our nonferrous products increased by 33% and 46%, respectively, compared to the prior year periods. In the second quarter and first six months of fiscal 2022, ferrous sales volumes increased by 10% and 9%, respectively, and nonferrous sales volumes increased by 8% and 10%, respectively, compared to the prior year periods. The expansion in recycled metal sales volumes compared to the prior year periods reflected strong demand for these products globally, the effects of which were partially offset by the impact of logistics constraints including ship and container delays for ferrous and nonferrous sales to customers. The increased ferrous and nonferrous sales volumes in part reflected additional volumes arising from the Columbus Recycling business acquired on October 1, 2021. Finished steel average selling prices were significantly higher in the second quarter and first six months of fiscal 2022 compared to the prior year periods, reflecting robust market demand for these products. The impact of these higher average selling prices on steel revenues in the second quarter and first six months of fiscal 2022 was partially offset by lower sales volumes and rolling mill utilization compared to the prior year periods, which were primarily due to the impact of the ramp-up of steel mill operations that began in August 2021 and which was substantially completed during the second quarter, as well as the impact of supply chain disruptions on current volumes, including delays to construction projects related to a concrete industry strike in the Pacific Northwest experienced in the second quarter of fiscal 2022. The ramp-up of steel mill operations followed completion of repair and replacement of damaged property arising from the May 2021 steel mill fire.

Operating Performance

Net income in the second quarter and first six months of fiscal 2022 was $38 million and $85 million, respectively, compared to $46 million and $61 million in the prior year periods. Adjusted EBITDA in the second quarter and first six months of fiscal 2022 was $75 million and $153 million, respectively, compared to $71 million and $112 million, respectively, in the prior year periods. Our results for the second quarter of fiscal 2022 reflected benefits from the higher price environment for most of our products and increased ferrous and nonferrous sales volumes supported by strong demand compared to the prior year quarter, as well as recognition of insurance recoveries. Our results in the second quarter of fiscal 2022 also reflected the impact of compressed metal spreads on contracted ferrous sales for February shipments due to a surge in market prices in the second half of the quarter, a less favorable impact from average inventory accounting compared to the prior year quarter, and the effects of supply chain disruptions, lower year-over-year PGM prices, inflationary pressure on operating costs, and the adverse impact of the Everett shredder downtime. Our results for the first six months of fiscal 2022 benefited from a significant expansion in our ferrous metal spreads primarily during the first quarter of fiscal 2022 and increased finished steel metal margins, greater contributions from sales of nonferrous products, and increased ferrous and nonferrous sales volumes driven by strong demand, compared to the prior year period.

In the second quarter and first six months of fiscal 2022, we recognized insurance recoveries of $12 million and $15 million, respectively, in connection with the May 2021 fire at our steel mill in McMinnville, Oregon, reflecting recovery of applicable costs incurred by the mill operations following the incident. In the second quarter of fiscal 2022, we also recognized insurance recoveries of $10 million in connection with the December 2021 fire at our Everett shredder facility, reflecting recovery of applicable losses including asset impairment charges, initial capital purchases, and other costs incurred in the period. These amounts do not reflect potential additional recoveries of business income losses due to the interruptions that may be recognized in the future when settlements of the business interruption claims are resolved.

Selling, general, and administrative expense in the second quarter and first six months of fiscal 2022 increased by 13% and 12%, respectively, compared to the prior year periods primarily due to higher legacy environmental charges, employee salary and wage expenses, and outside and professional services expenses, including from higher costs resulting from our acquisition and other growth-related activities, increased competition for employees in a tight labor market, and the impacts of inflation. These higher expenses in the second quarter and first six months of fiscal 2022 were partially offset by lower accruals in connection with our annual incentive compensation plans compared to the prior year periods.

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

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Income Tax

The effective tax rate from continuing operations for the second quarter and first six months of fiscal 2022 was an expense on pre-tax income of 24.0% and 21.3%, respectively, compared to 20.1% and 22.1%, respectively, for the comparable prior year periods. For the second quarter of fiscal 2022, 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 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 $18 million and $28 million as of February 28, 2022 and August 31, 2021, 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 February 28, 2022, debt was $262 million compared to $75 million as of August 31, 2021, and debt, net of cash, was $244 million as of February 28, 2022, compared to $47 million as of August 31, 2021, which increases were primarily due to increased borrowings from our credit facilities to fund the acquisition of the assets of the Columbus Recycling business on October 1, 2021, and higher net working capital needs. See the reconciliation of debt, net of cash, in Non-GAAP Financial Measures at the end of this Item 2.

Operating Activities

Net cash provided by operating activities in the first six months of fiscal 2022 was $13 million, compared to net cash used in operating activities of $3 million in the first six months of fiscal 2021.

Sources of cash other than from earnings in the first six months of fiscal 2022 included a $12 million increase in accounts payable primarily due to higher raw material purchase prices and the timing of purchases and payments and an $8 million increase in other accrued liabilities primarily reflecting the portion of advance payments from insurance carriers received in the period towards our claims arising from the May 2021 steel mill fire deemed attributable to operating activities. Uses of cash in the first six months of fiscal 2022 included a $53 million increase in inventories due to higher raw material purchase costs and the timing of purchases and sales, a $48 million increase in accounts receivable primarily due to higher selling prices and higher sales volumes for recycled metals, as well as the timing of sales and collections, a $40 million decrease in accrued payroll and related liabilities primarily due to the payment of incentive compensation in the first quarter of fiscal 2022 previously accrued under our fiscal 2021 plans, and a $12 million decrease in environmental liabilities primarily due to payments in connection with legacy environmental matters. The sources and uses of cash related to operating activities described above also reflect higher net working capital needs during the ramp-up of steel mill operations that began in August 2021 following completion of repair and replacement of damaged property arising from the May 2021 steel mill fire.

Uses of cash in the first six months of fiscal 2021 included a $90 million increase in inventories due to higher raw material purchase prices, higher volumes on hand, and the timing of purchases and sales, and a $76 million increase in accounts receivable primarily due to increases in selling prices for recycled metals and finished steel as well as the timing of sales and collections. Sources of cash other than from earnings in the first six months of fiscal 2021 included a $45 million increase in accounts payable primarily due to higher raw material purchase prices and the timing of payments, and a $16 million increase in income tax accruals.

Investing Activities

Net cash used in investing activities was $172 million in the first six months of fiscal 2022, compared to $54 million in the first six months of fiscal 2021.

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

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Cash used in investing activities in the first six months of fiscal 2022 also included capital expenditures of $69 million to upgrade our equipment and infrastructure and for investments in advanced metals recovery technology and environmental and safety-related assets, compared to $55 million in the prior year period. Cash flows from investing activities in the first six months of fiscal 2022 included proceeds of $10 million representing the portion of advance payments from insurance carriers deemed a recovery of capital purchases incurred for repair and replacement of damaged property arising from the May 2021 steel mill fire.

Financing Activities

Net cash provided by financing activities in the first six months of fiscal 2022 was $150 million, compared to $50 million in the first six months of fiscal 2021.

Cash flows from financing activities in the first six months of fiscal 2022 included $180 million in net borrowings of debt, compared to $66 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 six months of fiscal 2022 and 2021 included $10 million and $4 million, respectively, for payment of employee tax withholdings resulting from vesting of share-based awards and $11 million in each period for the payment of dividends. Cash used in financing activities for the first six months of fiscal 2022 also included $8 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 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. The credit facility provides that LIBOR or any LIBOR successor rate is subject to a 0.50% floor and contains mechanics by which the parties may replace the benchmark interest rate used in the agreement from LIBOR to one or more rates based on the secured overnight financing rate administered by the Federal Reserve Bank of New York or another alternative benchmark rate.

We had borrowings outstanding under our credit facilities of $240 million as of February 28, 2022 and $60 million as of August 31, 2021. The weighted average interest rate on amounts outstanding under our credit facilities was 2.03% and 1.75% as of February 28, 2022 and August 31, 2021, respectively.

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

As of February 28, 2022, we were in compliance with the financial covenants under our credit agreement. The consolidated fixed charge coverage ratio was required to be no less than 1.50 to 1.00 and was 5.84 to 1.00 as of February 28, 2022. The consolidated leverage ratio was required to be no more than 0.55 to 1.00 and was 0.23 to 1.00 as of February 28, 2022.

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

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

Other debt obligations, which totaled $15 million and $8 million as of February 28, 2022 and August 31, 2021, respectively, primarily relate to equipment purchases, the contract consideration for which includes an obligation to make future monthly payments to the vendor in the form of licensing fees. For accounting purposes, such obligations are treated as a partial financing of the purchase price by the equipment vendor. Monthly payments commence when the equipment is placed in service and achieves specified minimum operating metrics, with payments continuing for a period of four years thereafter. In the second quarter of fiscal 2022, we recorded $7 million of additional debt obligations with these terms generally.

Capital Expenditures

Capital expenditures totaled $69 million for the first six months of fiscal 2022, compared to $55 million for the prior year period. Capital expenditures in the first six months of fiscal 2022 included approximately $21 million for investments in growth. We currently plan to invest in the range of $130 million to $160 million in capital expenditures in fiscal 2022. These capital expenditures include investments in growth, including new nonferrous processing technologies, and to support volume initiatives as well as post-acquisition and other growth projects, and investments to upgrade our equipment and infrastructure and for environmental and safety-related assets, using cash generated from operations and available credit facilities. The COVID-19 pandemic has contributed to some delays in construction activities and equipment deliveries related to our capital projects, and to the time required to obtain permits from government agencies, resulting in the deferral of certain capital expenditures. Given the continually evolving nature of the COVID-19 pandemic 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 invested approximately $10 million in capital expenditures for environmental projects in the first six months of fiscal 2022, and we currently plan to invest in the range of $30 million to $40 million for such projects in fiscal 2022. These projects include investments in equipment to ensure ongoing compliance with air quality and other environmental regulations and storm water systems.

We have been identified by the United States Environmental Protection Agency as one of the potentially responsible parties that own or operate or formerly owned or operated sites which are part of or adjacent to the Portland Harbor Superfund site (the “Site”). 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, 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, as well as related to other legacy environmental loss contingencies, could reduce the amounts available for borrowing that could otherwise be used for working capital, capital expenditures, dividends, share repurchases, investments, and acquisitions and could result in our failure to maintain compliance with certain covenants in our debt agreements, and could adversely impact our liquidity.

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SCHNITZER STEEL INDUSTRIES, INC.

Dividends

On January 6, 2022, our Board of Directors declared a dividend for the second quarter of fiscal 2022 of $0.1875 per common share, which equates to an annual cash dividend of $0.75 per common share. The dividend was paid on February 14, 2022.

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 February 28, 2022, we had authorization to repurchase up to a remaining 506 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. In the second quarter of fiscal 2022, we repurchased 200 thousand shares of our Class A common stock in open-market transactions for a total of $8 million.

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.

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, 2021.

We maintain stand-by letters of credit to provide support for certain obligations, including workers’ compensation and performance bonds. As of February 28, 2022, we had $8 million outstanding under these arrangements.

Critical Accounting Estimates

There were no material changes to our critical accounting estimates as described in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K for the year ended August 31, 2021, other than the following.

Business Acquisitions

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

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.

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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):

	February 28, 2022		August 31, 2021
Short-term borrowings	$	7,451	$	3,654
Long-term debt, net of current maturities		254,126		71,299
Total debt		261,577		74,953
Less cash and cash equivalents		17,823		27,818
Total debt, net of cash	$	243,754	$	47,135

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 our borrowings (repayments) for the period because we believe it is useful for investors as a meaningful presentation of the change in debt.

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

	Six Months Ended February 28,
	2022			2021
Borrowings from long-term debt	$	405,094		$	265,645
Repayments of long-term debt		(225,395	)		(199,229	)
Net borrowings (repayments) of debt	$	179,699		$	66,416

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SCHNITZER STEEL INDUSTRIES, INC.

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

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

Following are reconciliations of net income to adjusted EBITDA (in thousands):

	Three Months Ended February 28,						Six Months Ended February 28,
	2022			2021			2022		2021
Reconciliation of adjusted EBITDA:
Net income	$	38,165		$	45,679		$	85,441	$	60,743
(Income) loss from discontinued operations, net of tax		(29	)		(30	)		—		12
Interest expense		1,901			1,224			3,273		3,004
Income tax expense		12,073			11,469			23,170		17,188
Depreciation and amortization		18,596			14,469			35,816		29,295
Charges (recoveries) for legacy environmental matters, net(1)		4,004			(2,214	)		4,460		546
Business development costs		545			—			1,159		—
Restructuring charges and other exit-related activities		4			814			26		878
Adjusted EBITDA	$	75,259		$	71,411		$	153,345	$	111,666

(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 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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SCHNITZER STEEL INDUSTRIES, INC.

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

	Three Months Ended February 28,						Six Months Ended February 28,
	2022			2021			2022			2021
Income from continuing operations attributable to SSI shareholders:
As reported	$	37,586		$	44,558		$	83,814		$	58,704
Charges (recoveries) for legacy environmental matters, net(1)		4,004			(2,214	)		4,460			546
Business development costs		545			—			1,159			—
Restructuring charges and other exit-related activities		4			814			26			878
Income tax (benefit) expense allocated to adjustments(2)		(1,073	)		334			(1,322	)		(315	)
Adjusted	$	41,066		$	43,492		$	88,137		$	59,813
Diluted earnings per share from continuing operations attributable to SSI shareholders:
As reported	$	1.27		$	1.54		$	2.81		$	2.05
Charges (recoveries) for legacy environmental matters, net, per share(1)		0.13			(0.08	)		0.15			0.02
Business development costs, per share		0.02			—			0.04			—
Restructuring charges and other exit-related activities, per share		—			0.03			—			0.03
Income tax (benefit) expense allocated to adjustments, per share(2)		(0.04	)		0.01			(0.04	)		(0.01	)
Adjusted(3)	$	1.38		$	1.51		$	2.96		$	2.09

(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 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.

(2) Income tax allocated to the aggregate adjustments reconciling reported and adjusted income from continuing operations attributable to SSI shareholders and diluted earnings 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Commodity Price Risk

We are exposed to commodity price risk, mainly associated with variations in the market price for ferrous and nonferrous metals, including scrap metal, finished steel products, auto bodies and other commodities. The timing and magnitude of industry cycles are difficult to predict and are impacted by general economic conditions as well as other factors including political and military events. We respond to increases and decreases in forward selling prices by adjusting purchase prices. We actively manage our exposure to commodity price risk and monitor the actual and expected spread between forward selling prices and purchase costs and processing and shipping expense. Sales contracts are based on prices negotiated with our customers, and generally orders are placed 30 to 60 days ahead of the shipment date. However, financial results may be negatively impacted when forward selling prices fall more quickly than we can adjust purchase prices or when customers fail to meet their contractual obligations. We assess the net realizable value of inventory (“NRV”) each quarter based upon contracted sales orders and estimated future selling prices. Based on contracted sales and estimates of future selling prices, a 10% decrease in the selling price of inventory would not have had a material NRV impact as of February 28, 2022.

Interest Rate Risk

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

Credit Risk

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

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

As of February 28, 2022 and August 31, 2021, 40% and 30%, respectively, of our accounts receivable balance was covered by letters of credit. Of the remaining balance, 99% and 97% was less than 60 days past due as of February 28, 2022 and August 31, 2021, respectively.

Foreign Currency Exchange Rate Risk

We are exposed to foreign currency exchange rate risk, mainly associated with sales transactions and related accounts receivable denominated in the U.S. Dollar by our Canadian subsidiary with a functional currency of the Canadian Dollar. In certain instances, we may use derivatives to manage some portion of this risk. As of February 28, 2022 and August 31, 2021, we did not have any derivative contracts.

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SCHNITZER STEEL INDUSTRIES, INC.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives. Our management, with the participation of the Chief Executive Officer and Chief Financial Officer, has completed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. Consistent with guidance issued by the Securities and Exchange Commission that an assessment of internal controls over financial reporting of a recently acquired business may be omitted from management's evaluation of disclosure controls and procedures, management is excluding an assessment of the internal controls of the acquired Columbus Recycling business, which we acquired on October 1, 2021, from its evaluation of the effectiveness of our disclosure controls and procedures. The Columbus Recycling business represented approximately 8% of our consolidated total assets and 4% of our consolidated total revenues as of and for the six months ended February 28, 2022. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of February 28, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended February 28, 2022, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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SCHNITZER STEEL INDUSTRIES, INC.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

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

Economic and geopolitical instability including as a result of military conflict could have a material adverse effect on our operating results, financial condition, and cash flows

In late February 2022, Russian military forces launched significant military action against Ukraine, which has continued through the date of this report. We do not have operations in Russia or Ukraine. Nevertheless, the outbreak of war between Russia and Ukraine and the resulting sanctions by U.S. and European governments, together with any additional future sanctions by them, could have a larger impact that expands into other geographies where we do business, including our supply chain, business partners, and customers in those markets, which could result in lost sales, supply shortages, commodity price fluctuations, increased manufacturing costs, transportation logistics challenges, customer credit and liquidity issues, and lost efficiencies. In addition, the U.S. has commenced certain trade actions as a result of the Russia-Ukraine conflict, which are expected to result in retaliatory measures or actions, including tariffs, by Russia. While significant uncertainty exists with respect to this matter, the Russia-Ukraine conflict and its broader impacts, including any increased trade barriers or restrictions on global trade imposed by the U.S. or further retaliatory trade measures taken by Russia or other countries in response, could have a material adverse effect on our operating results, financial condition, and cash flows.

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

Pursuant to a share repurchase program, as amended in 2001, 2006 and 2008, our Board of Directors has authorized the repurchase of 9 million shares of our Class A common stock when management deems such repurchases to be appropriate. We repurchased 200 thousand shares of our Class A common stock under the program in open-market transactions during the second quarter of fiscal 2022. As of February 28, 2022, we had existing authorization remaining under the program to repurchase up to approximately 506 thousand shares.

The table below presents a summary of our share repurchases during the quarter ended February 28, 2022:

	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that may yet be Purchased under the Plans or Programs
December 1 - December 31, 2021		—	$	—		—		705,998
January 1 - January 30, 2022		200,000	$	39.33		200,000		505,998
February 1 - February 28, 2022		—	$	—		—		505,998
Total second quarter 2022		200,000				200,000

The share repurchase program does not require us to acquire any specific number of shares. The program does not have a stated expiration date, and we may suspend, extend, or terminate the program at any time without prior notice. The program may be executed through open-market purchases, privately negotiated transactions, or utilizing Rule 10b5-1 programs.

ITEM 5. OTHER INFORMATION

None.

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SCHNITZER STEEL INDUSTRIES, INC.

ITEM 6.EXHIBITS

Exhibit Number	Exhibit Description
*10.1	Deferred Compensation Plan for Non-Employee Directors
*10.2	Summary Sheet of 2022 Non-Employee Director Compensation
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Management contract or compensatory plan or arrangement.

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SCHNITZER STEEL INDUSTRIES, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		SCHNITZER STEEL INDUSTRIES, INC.
		(Registrant)
Date:	April 6, 2022	By:	/s/ Tamara L. Lundgren
			Tamara L. Lundgren
			Chairman, President and Chief Executive Officer
Date:	April 6, 2022	By:	/s/ Richard D. Peach
			Richard D. Peach
			Executive Vice President, Chief Financial Officer and Chief Strategy Officer

41

EX-10.1

Exhibit 10.1

SCHNITZER STEEL INDUSTRIES, INC.

DEFERRED COMPENSATION PLAN

FOR NON-EMPLOYEE DIRECTORS

(AS AMENDED AND RESTATED

EFFECTIVE JANUARY 25, 2022)

TABLE OF CONTENTS

PAGE

1. Purpose; Effective Date1

2. Eligibility1

3. Deferral Elections1

4. Accounts2

5. Payment of Benefits4

6. Administration6

7. Claims Procedure6

8. Amendment and Termination of the Plan7

9. Miscellaneous8

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SCHNITZER STEEL INDUSTRIES, INC.

DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS

(AS AMENDED AND RESTATED

EFFECTIVE JANUARY 25, 2022)

1.Purpose; Effective Date.  The Board of Directors (the “Board”) of Schnitzer Steel Industries, Inc. (the “Company”) adopts this Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective January 25, 2022 (the “Plan”) for the purpose of providing an unfunded nonqualified deferred compensation plan for non-employee directors.  The Plan was originally effective as of August 31, 2006 for initial deferral elections submitted at any time after August 1, 2006.

2.Eligibility.  Persons eligible to defer compensation under the Plan shall consist of non-employee directors of the Company (“Directors”).

3.Deferral Elections.  A Director may elect to defer compensation under the Plan by submitting a “Participation Agreement” to the Company on a form specified by the Company no later than the applicable deferral deadline.  Any Director who has submitted a Participation Agreement or who has vested deferred stock units (“DSUs”) granted under the 1993 Stock Incentive Plan (or any successor plan thereto) that have been credited under the Plan is hereafter referred to as a “Participant.”  A Participation Agreement submitted by a Participant shall automatically continue from year to year and shall be irrevocable with respect to compensation once the deferral deadline for that compensation has passed, but the Participant may modify or terminate a Participation Agreement for compensation to be earned in any future year by submitting a revised Participation Agreement or otherwise giving written notice to the Company at any time on or prior to the deferral deadline for that compensation.

(a)Elections by Continuing Directors.

(i)Fees.  A Director may elect to defer receipt of all or any portion of the annual retainer, meeting fees and any other cash fees payable for service as a director (“Fees”).  The deferral deadline for an election to defer Fees for services performed in any calendar year shall be the last day of the prior calendar year.

(ii)Deferred Stock Units.  When DSUs become vested, the number of shares of the Company’s Class A Common Stock (“Common Stock”) subject to the DSU (“DSU Shares”) shall be credited to the Director’s Account under the Plan pursuant to Section 4(b).  A Director may elect to receive all or any portion of any DSU Shares in installments as provided in this Plan rather than in a lump sum following termination of Board service as provided in the DSU award agreement.  Except as provided in Section 5(f), the deferral deadline for such an election with respect to DSU Shares awarded in exchange for services performed in any calendar year shall be the last day of the prior calendar year.  

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(b)New Directors.  A person who first becomes a Director during a calendar year may elect to defer any of the types of compensation referred to in paragraph (a) above that is payable solely for services performed during the remainder of the calendar year after submission of the Participation Agreement, subject to all of the provisions of paragraph (a), except that the election shall be made prior to the date the person becomes a Director.

4.Accounts.

(a)Accounts.  The Company shall establish on its books one or two separate accounts (individually, an “Account” and collectively, the “Accounts”) for each Participant:  a Stock Account, which shall be denominated in shares of Common Stock, including fractional shares, and a Cash Account, which shall be denominated in U.S. dollars.  

(b)Allocation of Deferrals Among Accounts; Transfers Among Accounts.  DSU Shares shall be credited solely to the Stock Account.  Fees deferred by a Director shall be credited to the Stock Account or the Cash Account as elected by the Director at the time the Director elects to defer Fees.  An election between the Stock Account and the Cash Account shall be irrevocable as to the deferred Fees covered by the election.The credit for Fees shall be entered on the Company’s books of account at the time that Fees are paid to other Directors who do not elect to defer the payment of such Fees.  The credit for DSU Shares shall be entered on the Company’s books of account as of the date the DSU Shares become vested.  Subject to such rules and conditions as may be approved by the Committee, Participants may elect to transfer amounts previously credited to the Cash Account to the Stock Account.  No transfers may be made out of a Stock Account unless otherwise permitted under Section 4(f)(iv).

(c)Valuation of Stock; Dividend Credits.  With respect to each amount of Fees deferred to a Director’s Stock Account, the Stock Account shall be credited with a number of shares (including fractional shares) equal to the deferred Fees divided by the closing market price of the Common Stock on the day the deferred Fees would have been paid if not for the deferral.  As of each date for payment of dividends on the Common Stock, each Stock Account shall be credited with an additional number of shares (including fractional shares) equal to the total amount of dividends that would have been paid on the number of shares recorded as the balance of that Account as of the record date for such dividend divided by the closing market price for the Common Stock on such dividend payment date.

(d)Cash Account Interest.  Interest shall be credited to the Cash Account of each Participant as of the last day of each calendar quarter.  The rate of interest to be applied at the end of each calendar quarter shall be the average interest rate paid by the Company on borrowings under the Company’s senior revolving credit agreement (or if there are no borrowings in a quarter, at the prime rate) plus 2%.  Interest shall be calculated for each calendar quarter based upon the average daily balance of the Participant’s Cash Account during the quarter.

(e)Statement of Account.  At the end of each calendar quarter, a report shall be issued by the Company to each Participant setting forth the balances of the Participant’s Accounts under the Plan.

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(f)Effect of Corporate Transaction on Stock Accounts.  At the time of consummation of a Corporate Transaction (as defined below), if any, the amount credited to a Participant’s Stock Account shall be converted into a credit for cash or common stock of the acquiring company (“Acquiror Stock”) based on the consideration received by shareholders of the Company in the Corporate Transaction, as follows:

(i)Stock Transaction.  If holders of Common Stock receive Acquiror Stock in the Corporate Transaction, then (1) the amount credited to each Participant’s Stock Account shall be converted into a credit for the number of shares of Acquiror Stock that the Participant would have received as a result of the Corporate Transaction if the Participant had actually held the Common Stock credited to his or her Stock Account immediately prior to the consummation of the Corporate Transaction, and (2) Stock Accounts will thereafter be denominated in shares of Acquiror Stock and ongoing deferral and crediting of Fees and DSU Shares, if any, shall continue to be made into the Stock Accounts as so denominated in accordance with the terms of the DSUs and outstanding deferral elections.

(ii)Cash or Other Property Transaction.  If holders of Common Stock receive cash or other property in the Corporate Transaction, then (1) the amount credited to a Participant’s Stock Account shall be transferred to the Participant’s Cash Account and converted into a cash credit for the amount of cash or the value of the property that the Participant would have received as a result of the Corporate Transaction if the Participant had actually held the Common Stock credited to his or her Stock Account immediately prior to the consummation of the Corporate Transaction, and (2) Stock Accounts shall no longer exist under the Plan and all ongoing deferrals, if any, shall thereafter be made into Cash Accounts.

(iii)Combination Transaction.  If holders of Common Stock receive Acquiror Stock and cash or other property in the Corporate Transaction, then (1) the amount credited to each Participant’s Stock Account shall be converted in part into a credit for Acquiror Stock under Section 4(f)(i) and in part into a credit for cash under Section 4(f)(ii) in the same proportion as such consideration is received by shareholders, and (2) ongoing deferral and crediting of Fees and DSU Shares, if any, shall continue to be made into the Stock Accounts as provided in Section 4(f)(i) in accordance with the terms of the DSUs and outstanding deferral elections.

(iv)Election Following Stock Transaction.  For a period of 12 months following the consummation of any Corporate Transaction which results in Participants having Stock Accounts denominated in Acquiror Stock, each Participant shall have a one-time right to elect to transfer the entire amount in the Participant’s Stock Account into the Participant’s Cash Account.  Such election shall be made by written notice to the Company and shall be effective on the date received by the Company.  If such an election is made, the amount of cash to be credited to the Participant’s Cash Account shall be determined by multiplying the number of shares of Acquiror Stock in the Participant’s Stock Account by the closing market price of the Acquiror Stock reported for the effective date of the election or, if such day is not a trading day, the next trading day.

(v)For purposes of this Plan, a “Corporate Transaction” shall mean any of the following:

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(1)any consolidation, merger or plan of share exchange involving the Company (a “Merger”) pursuant to which shares of Common Stock would be converted into cash, securities or other property; or

(2)any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, the assets of the Company.

5.Payment of Benefits.

(a)Plan Benefits.  The Company shall pay Plan benefits to each Participant equal to the Participant’s Accounts.  Each Participation Agreement shall include an election by the Participant as to the term of benefit payments with respect to amounts deferred under the Participation Agreement.  Except as otherwise provided in this Section 5, such elections shall be irrevocable with respect to compensation once the deferral deadline for that compensation has passed.  Participants may make different payment elections with respect to subsequent deferrals of compensation, but no Participant may at any time have compensation deferred under the Plan payable under more than two different payment elections.

(b)Commencement of Payments.  Benefits shall commence (i) in January of the year following the year in which service as a Director of the Company ceases, in the case of Accounts related to fees and DSU Shares earned prior to 2023, and (ii) on the last business day of the month that is six months following the month in which service as a Director of the Company ceases, in the case of Accounts related to fees and DSU Shares earned in 2023 and subsequent years.  If a Director has not filed a deferral election with respect to DSU Shares, all amounts representing the DSU Shares shall be paid to the Director in a lump sum (i) in January of the year following the year in which service as a director ceases, in the case of Accounts related to DSU Shares earned prior to 2023, and (ii) on the last business day of the month that is six months following the month in which service as a Director of the Company ceases, in the case of Accounts related to DSU Shares earned in 2023 and subsequent years.

(c)Term of Payments.  Participants may elect in their Participation Agreements to have benefits from their Accounts paid in (i) up to 15 annual installments, (ii) a single lump sum payment, or (iii) a combination of a partial lump sum payment (expressed as a percentage) and the remainder in up to 15 annual installments.

(d)Form of Payments.  Benefits payable to a Participant from a Stock Account shall be paid as a distribution of Common Stock plus cash for fractional shares.  Benefits payable to a Participant from a Cash Account shall be paid in cash.

(e)Payment Timing and Valuation.  All lump sum payments or installment payments due under the Plan in any year shall be paid (i) on a date in January determined by the Company, in the case of Accounts related to fees and DSU Shares earned prior to 2023, and (ii) on the last business day of the month in which such payment is due under the Plan and applicable Participation Agreement, in the case of Accounts related to fees and DSU Shares earned in 2023 and subsequent years.  All payments shall be based on Account balances as of the close of business on the last trading day of (i) the immediately preceding year, in the case of payments related to fees and DSU Shares earned prior to 2023, and (ii) the immediately preceding month, in the case

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of payments related to fees and DSU Shares earned in 2023 and subsequent years.  Each partial lump sum payment and installment payment to a Participant shall be paid in the same proportion from each of the Accounts of the Participant subject to the applicable payment election.  The amount of each installment payment from each Account shall be determined by dividing the Account balance by the number of remaining installments, including the current installment to be paid.

(f)Modification of Payment Elections.  After a Participant’s election under Section 5(c) regarding the term of any benefit payments has otherwise become irrevocable or after the deferral deadline for a deferral election under Section 3 with respect to DSU Shares has passed, the Participant may elect to change such term of payments (including a change from lump sum payment with respect to DSU Shares), provided (1) no such change shall be effective unless the change election is made in writing delivered to the Company no later than 12 months preceding the earliest date on which payment of such benefits would otherwise have commenced and (2) the change election must include an election to defer commencement of payment of benefits for a period of not less than five (5) years from the year in which payment of such benefits would otherwise have commenced; provided, however, that all payments under any such change election must be completed by the fifteenth year following the year in which service as a Director ceases.  

(g)Designation of Beneficiaries; Death.

(i)Each Participant shall have the right, at any time, to designate any person or persons as the Participant’s beneficiary or beneficiaries (both primary as well as secondary) to whom benefits under this Plan shall be paid in the event of the Participant’s death prior to complete distribution of the benefits due under the Plan.  If greater than fifty percent (50%) of the benefit is designated to a beneficiary other than the Participant’s spouse, such beneficiary designation shall be consented to by the Participant’s spouse.  Each beneficiary designation shall be in written form prescribed by the Company and will be effective only if filed with the Company during the Participant’s lifetime.  Such designation may be changed by the Participant at any time without the consent of a beneficiary, subject to the spousal consent requirement above.  If no designated beneficiary survives the Participant, the balance of the Participant’s benefits shall be paid to the Participant’s surviving spouse or, if no spouse survives, to the Participant’s estate.

(ii)Upon the death of a Participant, any benefits payable to a surviving spouse as beneficiary shall be paid in accordance with the payment elections for such benefits that would have applied if the Participant had not died, and any benefits payable to any other beneficiary (including a secondary beneficiary following the death of a surviving spouse) shall be paid in a single lump sum payment (i) in January of the year following death, in the case of Accounts related to fees and DSU Shares earned prior to 2023, and (ii) in the month that is six months following death, in the case of Accounts related to fees and DSU Shares earned in 2023 and subsequent years.

(h)Unforeseeable Emergency.  Notwithstanding the foregoing provisions of this Section 5, an accelerated payment from a Participant’s Accounts may be made to the Participant (or to the Participant’s beneficiary following the Participant’s death) in the sole discretion of the Committee based upon a finding that the Participant (or the Participant’s beneficiary following the Participant’s death) has suffered an Unforeseeable Emergency.  For this

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purpose, “Unforeseeable Emergency” means a severe financial hardship to the Participant (or the Participant’s beneficiary following the Participant’s death) resulting from a sudden and unexpected illness or accident of the Participant (or the Participant’s beneficiary following the Participant’s death) or a dependent of the Participant (or the Participant’s beneficiary following the Participant’s death), loss of the Participant’s (or the Participant’s beneficiary following the Participant’s death) property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant (or the Participant’s beneficiary following the Participant’s death).  Unforeseeable Emergency shall be determined by the Committee on the basis of information supplied by the Participant (or the Participant’s beneficiary following the Participant’s death) in accordance with uniform guidelines promulgated from time to time by the Committee.  The amount of any accelerated payment under this Section 5(h) shall be limited to the amount reasonably necessary to meet the Participant’s (or the beneficiary’s following the Participant’s death) needs resulting from the Unforeseeable Emergency, after taking into account insurance and other potential sources of funds to meet such needs, plus the amount reasonably necessary to cover income and withholding taxes on the accelerated payment.  Any such accelerated payment shall be paid as promptly as practicable following approval by the Committee and shall be paid pro-rata from the Participant’s Accounts based on the account balances as of the close of business on the day prior to the payment date.

(i)Payment to Guardian.  If a benefit under the Plan is payable to a minor or a person declared incompetent or to a person incapable of handling the disposition of his property, the Committee may direct payment of such Plan benefit to the guardian, legal representative or person responsible for the care and custody of such minor, incompetent or person.  The Committee may require proof of incompetence, minority, incapacity or guardianship as it may deem appropriate prior to distribution of the Plan benefit.  Such distribution shall completely discharge the Committee and the Company from all liability with respect to such benefit.

(j)Withholding; Payroll Taxes.  The Company shall withhold from payments made hereunder any taxes required to be withheld from such payments under federal, state or local law.

6.Administration.

(a)Committee Duties.  This Plan shall be administered by the Compensation Committee of the Board (the “Committee”).  The Committee shall have responsibility for the general administration of the Plan and for carrying out its intent and provisions.  The Committee shall interpret the Plan and have such powers and duties as may be necessary to discharge its responsibilities.  The Committee may, from time to time, employ other agents and delegate to them such administrative duties as it sees fit, and may from time to time consult with counsel who may be counsel to the Company.

(b)Binding Effect of Decisions.  The decision or action of the Committee in respect of any question arising out of or in connection with the administration, interpretation and application of the Plan and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Plan.

-6-

7.Claims Procedure.

(a)Claim.  Any person claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Committee, which shall respond in writing as soon as practicable.

(b)Denial of Claim.  If the claim or request is denied, the written notice of denial shall state:

(i)The reasons for denial, with specific reference to the Plan provisions on which the denial is based;

(ii)A description of any additional material or information required and an explanation of why it is necessary; and

(iii)An explanation of the Plan’s claim review procedure.

(c)Review of Claim.  Any person whose claim or request is denied or who has not received a response within thirty (30) days may request review by notice given in writing to the Committee.  The claim or request shall be reviewed by the Committee who may, but shall not be required to, grant the claimant a hearing.  On review, the claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

(d)Final Decision.  The decision on review shall normally be made within sixty (60) days.  If an extension of time is required for a hearing or other special circumstances, the claimant shall be notified and the time limit shall be one hundred twenty (120) days.  The decision shall be in writing and shall state the reasons and the relevant Plan provisions.  All decisions on review shall be final and bind all parties concerned.

8.Amendment and Termination of the Plan.

(a)Amendment.  The Board may at any time amend the Plan in whole or in part; provided, however, that no amendment shall affect the terms of any previously deferred amounts or the terms of any irrevocable Participation Agreement of any Participant.

(b)Termination.  The Board may at any time partially or completely terminate the Plan if, in its judgment, the tax, accounting, or other effects of the continuance of the Plan, or potential payments thereunder, would not be in the best interests of the Company.

(i)Partial Termination.  The Board may partially terminate the Plan by instructing the Committee not to accept any additional Participation Agreements and terminating all existing Participation Agreements to the extent such Participation Agreements have not yet become irrevocable.  In the event of such a partial termination, the Plan shall continue to operate and be effective with regard to all compensation deferred prior to the effective date of such partial termination.

(ii)Complete Termination.  The Board may completely terminate the Plan as provided in this Section 8(b)(ii).  In connection with any complete termination, the

-7-

Company shall take all actions necessary so that Participants do not incur any taxes under Section 409A of the Internal Revenue Code.  

(1)In the event the Board causes a complete termination of the Plan (other than in connection with a Change in Control Event as provided in Section 8(b)(ii)(2)), the Plan shall continue to operate as in a partial termination except as provided in this Section 8(b)(ii)(1).  For a period selected by the Board of at least twelve (12) months from the date the Board takes action to terminate the Plan, the Plan shall continue to pay benefits otherwise payable under the terms of the Plan absent termination of the Plan.  On a date selected by the Board that is more than twelve (12) months from the date the Board took action to terminate the Plan, the Plan shall cease to operate, the Company shall determine the balance of each Participant’s Accounts as of the close of business on such date and the Company shall pay out such Account balances to the Participants in a single lump sum payment as soon as practicable after such date, but in no event shall such distribution be made later than 24 months after the date the Board took action to terminate the Plan.  

(2)The Board may completely terminate the Plan at any time during the thirty (30) days preceding or the twelve (12) months following a Change in Control Event (as defined in the proposed regulations under Section 409A of the Internal Revenue Code in effect as of the effective date of the Plan or in any revised or final regulations adopted after the effective date of the Plan).  In that event, on the effective date of the complete termination, the Plan shall cease to operate, the Company shall determine the balance of each participant’s Accounts as of the close of business on such effective date, and the Company shall pay out such Account balance to the Participants in a single lump sum payment as soon as practicable after such effective date and in no event later than twelve (12) months after such effective date.

9.Miscellaneous.

(a)Unsecured General Creditor.  The Accounts shall be established solely for the purpose of measuring the amounts owed to a Participants or beneficiaries under the Plan.  Participants and their beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, interest or claims in any property or assets of the Company, nor shall they be beneficiaries of, or have any rights, claims or interests in any mutual funds, other investment products or the proceeds therefrom owned or which may be acquired by the Company.  Except as may be provided in Section 9(b), such mutual funds, other investment products or other assets of the Company shall not be held under any trust for the benefit of the Participants, their beneficiaries, heirs, successors or assigns, or held in any way as collateral security for the fulfilling of the obligations of the Company under the Plan.  Any and all of the Company’s assets shall be, and remain, the general, unpledged, unrestricted assets of the Company.  The Company’s obligation under the Plan shall be that of an unfunded and unsecured promise to pay money in the future, and the rights of Participants and beneficiaries shall be no greater than those of unsecured general creditors of the Company.

(b)Trust Fund.  The Company shall be responsible for the payment of all benefits provided under the Plan.  The Company may establish one or more trusts, with such

-8-

trustees as the Board may approve, for the purpose of providing for the payment of such benefits, but the Company shall have no obligation to contribute to such trusts except as specifically provided in the applicable trust documents.  Such trust or trusts shall be irrevocable, but the assets thereof shall be subject to the claims of the Company’s creditors.  To the extent any benefits provided under the Plan are actually paid from any such trust, the Company shall have no further obligation with respect thereto, but to the extent not so paid, such benefits shall remain the obligation of, and shall be paid by, the Company.

(c)Non-assignability.  Neither a Participant nor any other person shall have the right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, which are, and all rights to which are, expressly declared to be non-assignable and nontransferable.  No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

(d)Governing Law.  The provisions of this Plan shall be construed and interpreted according to the laws of the State of Oregon, except as preempted by federal law.

(e)Validity.  In case any provision of this Plan shall be held illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provisions had never been inserted herein.

(f)Notice.  Any notice or filing required or permitted to be given to the Company or the Committee under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the Secretary of the Company.  Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

(g)Successors.  The provisions of this Plan shall bind and inure to the benefit of the Company and its successors and assigns.  The term successors as used herein shall include any corporate or other business entity which shall, whether by merger, consolidation, purchase or otherwise acquire all or substantially all of the business and assets of the Company, and successors of any such corporation or other business entity.

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The foregoing Plan was approved by the Board of Directors of Schnitzer Steel Industries, Inc. on January 25, 2022.

SCHNITZER STEEL INDUSTRIES, INC.

By:  /s/ Peter B. Saba

Name: Peter B. Saba

Title:  Senior Vice President & Corporate Secretary

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EX-10.2

Exhibit 10.2

SUMMARY SHEET FOR 2022 NON-EMPLOYEE DIRECTOR COMPENSATION

Schnitzer Steel Industries, Inc.

The following table sets forth the compensation for the Company’s non-employee Directors for the Board term commencing at the 2022 annual meeting of shareholders:

Annual Cash Retainer	Annual cash retainer for non-employee Directors of $90,000 ($105,000 for the Lead Director) paid in arrears in four equal installments on or about March 31, 2022, June 30, 2022, September 30, 2022, and December 29, 2022 (the “Installment Dates”) for the Company’s most-recently ended fiscal quarter.
Annual Deferred Stock Unit Grant	Annual grant of Deferred Stock Units to non-employee Directors for the right to receive shares of the Company’s Class A Common Stock equal to the number of shares determined by dividing $120,000 by the closing market price of the Company’s Class A Common Stock on the grant date.
Committee Member and Committee Chairman Fees	Audit Committee:  $25,000 annual fee for Chair and $10,000 annual fee for Members.   Compensation Committee:  $18,000 annual fee for Chair and $7,500 annual fee for Members.   Nominating & Corporate Governance Committee:  $10,000 annual fee for Chair and $5,000 annual fee for Members.   Committee Member and Committee Chairman fees are paid in arrears in four equal installments on the Installment Dates.

All Deferred Stock Units are granted under the Company’s 1993 Stock Incentive Plan, as amended and restated as of November 2013, and are subject to the terms of such plan and the applicable Deferred Stock Units award agreements approved for issuance of Deferred Stock Units to non-employee Directors under the plan.

Non-employee Directors may elect to defer all or part of their compensation under the Deferred Compensation Plan for Non-Employee Directors, which was adopted by the Board in 2006 and amended and restated as of January 2022.

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Tamara L. Lundgren, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Schnitzer Steel Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

April 6, 2022

/s/ Tamara L. Lundgren

Tamara L. Lundgren

Chairman, President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Richard D. Peach, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Schnitzer Steel Industries, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

April 6, 2022

/s/ Richard D. Peach

Richard D. Peach

Executive Vice President, Chief Financial Officer and Chief Strategy Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Schnitzer Steel Industries, Inc. (the “Company”) on Form 10-Q for the quarter ended   February 28, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 6, 2022

/s/ Tamara L. Lundgren

Tamara L. Lundgren

Chairman, President and Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Schnitzer Steel Industries, Inc. (the “Company”) on Form 10-Q for the quarter ended February 28, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Executive Vice President, Chief Financial Officer and Chief Strategy Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

April 6, 2022

/s/ Richard D. Peach

Richard D. Peach

Executive Vice President, Chief Financial Officer and Chief Strategy Officer

XML

Document and Entity Information Document - shares	6 Months Ended
	Feb. 28, 2022	Apr. 04, 2022
Entity Information [Line Items]
Document Type	10-Q
Document Period End Date	Feb. 28, 2022
Entity Registrant Name	SCHNITZER STEEL INDUSTRIES, INC.
Amendment Flag	false
Document Fiscal Year Focus	2022
Trading Symbol	SCHN
Document Fiscal Period Focus	Q2
Entity Central Index Key	0000912603
Current Fiscal Year End Date	--08-31
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Current Reporting Status	Yes
Entity File Number	000-22496
Entity Tax Identification Number	93-0341923
Entity Address, Address Line One	299 SW Clay Street
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	Portland
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97201
City Area Code	503
Local Phone Number	224-9900
Entity Incorporation, State or Country Code	OR
Title of 12(b) Security	Class A Common Stock, $1.00 par value
Security Exchange Name	NASDAQ
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Class A Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		27,433,470
Class B Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		200,000

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Feb. 28, 2022	Aug. 31, 2021
Current assets:
Cash and cash equivalents	$ 17,823	$ 27,818
Accounts receivable, net of allowance for credit losses of $1,579 and $1,566	280,254	214,098
Inventories	323,931	256,427
Refundable income taxes	1,193	837
Prepaid expenses and other current assets	36,104	43,934
Total current assets	659,305	543,114
Property, plant and equipment, net of accumulated depreciation of $841,296 and $837,293	597,262	562,674
Operating lease right-of-use assets	126,155	131,221
Investments in joint ventures	13,009	12,844
Goodwill	232,537	170,304
Intangibles, net of accumulated amortization of $5,323 and $3,846	23,220	3,980
Deferred income taxes	25,982	27,561
Other assets	46,859	42,665
Total assets	1,724,329	1,494,363
Current liabilities:
Short-term borrowings	7,451	3,654
Accounts payable	191,418	179,917
Accrued payroll and related liabilities	33,693	69,622
Environmental liabilities	12,987	24,743
Operating lease liabilities	21,869	21,417
Accrued income taxes	2,436	3,521
Other accrued liabilities	59,317	49,976
Total current liabilities	329,171	352,850
Deferred income taxes	53,291	40,593
Long-term debt, net of current maturities	254,126	71,299
Environmental liabilities, net of current portion	54,844	52,385
Operating lease liabilities, net of current maturities	106,803	113,165
Other long-term liabilities	21,445	24,292
Total liabilities	819,680	654,584
Commitments and contingencies (Note 5)
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:
Preferred stock – 20,000 shares $1.00 par value authorized, none issued	0	0
Additional paid-in capital	40,821	49,074
Retained earnings	866,776	793,712
Accumulated other comprehensive loss	(34,438)	(34,554)
Total SSI shareholders’ equity	900,792	835,764
Noncontrolling interests	3,857	4,015
Total equity	904,649	839,779
Total liabilities and equity	1,724,329	1,494,363
Class A Common Stock
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:
Common stock, value	27,433	27,332
Class B Common Stock
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:
Common stock, value	$ 200	$ 200

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Feb. 28, 2022	Aug. 31, 2021
Current assets:
Accounts receivable, allowance for credit loss	$ 1,579	$ 1,566
Property, plant and equipment, accumulated depreciation	841,296	837,293
Intangibles, accumulated amortization	$ 5,323	$ 3,846
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Class A Common Stock
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common stock, shares authorized	75,000,000	75,000,000
Common stock, shares issued	27,433,000	27,332,000
Common stock, shares outstanding	27,433,000	27,332,000
Class B Common Stock
Schnitzer Steel Industries, Inc. (“SSI”) shareholders’ equity:
Common stock, par value (in dollars per share)	$ 1.00	$ 1.00
Common stock, shares authorized	25,000,000	25,000,000
Common stock, shares issued	200,000	200,000
Common stock, shares outstanding	200,000	200,000

XML

Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Income Statement [Abstract]
Revenues	$ 783,198	$ 600,111	$ 1,581,316	$ 1,092,218
Operating expense:
Cost of goods sold	670,539	487,025	1,353,783	907,119
Selling, general and administrative	61,081	54,142	116,348	104,048
(Income) from joint ventures	(591)	(454)	(827)	(1,181)
Restructuring charges and other exit-related activities	4	814	26	878
Operating income	52,165	58,584	111,986	81,354
Interest expense	(1,901)	(1,224)	(3,273)	(3,004)
Other loss, net	(55)	(242)	(102)	(407)
Income from continuing operations before income taxes	50,209	57,118	108,611	77,943
Income tax expense	(12,073)	(11,469)	(23,170)	(17,188)
Income from continuing operations	38,136	45,649	85,441	60,755
Income (loss) from discontinued operations, net of tax	29	30		(12)
Net income	38,165	45,679	85,441	60,743
Net income attributable to noncontrolling interests	(550)	(1,091)	(1,627)	(2,051)
Net income attributable to SSI shareholders	$ 37,615	$ 44,588	$ 83,814	$ 58,692
Net income per share attributable to SSI shareholders Basic:
Income per share from continuing operations	$ 1.33	$ 1.59	$ 2.97	$ 2.10
Net income per share	1.33	1.59	2.97	2.10
Net income per share attributable to SSI shareholders Diluted:
Income per share from continuing operations	1.27	1.54	2.81	2.05
Net income per share	$ 1.27	$ 1.54	$ 2.81	$ 2.05
Weighted average number of common shares:
Basic	28,231	27,991	28,195	27,899
Diluted	29,712	28,862	29,798	28,673

XML

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 38,165	$ 45,679	$ 85,441	$ 60,743
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	722	1,572	(393)	1,811
Pension obligations, net	119	38	509	(222)
Total other comprehensive income, net of tax	841	1,610	116	1,589
Comprehensive income	39,006	47,289	85,557	62,332
Less comprehensive income attributable to noncontrolling interests	(550)	(1,091)	(1,627)	(2,051)
Comprehensive income attributable to SSI shareholders	$ 38,456	$ 46,198	$ 83,930	$ 60,281

XML

Condensed Consolidated Statements of Equity - USD ($) shares in Thousands, $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Total SSI Shareholders' Equity	Noncontrolling Interests
Beginning balance at Aug. 31, 2020	$ 680,436			$ 26,899	$ 200	$ 36,616	$ 649,863	$ (36,871)	$ 676,707	$ 3,729
Beginning balance (in shares) at Aug. 31, 2020				26,899	200
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	60,743						58,692		58,692	2,051
Other comprehensive income (loss), net of tax	1,589							1,589	1,589
Distributions to noncontrolling interests	(1,583)									(1,583)
Issuance of restricted stock				$ 553		(553)
Issuance of restricted stock (in shares)				553
Restricted stock withheld for taxes	(3,971)			$ (189)		(3,782)			(3,971)
Restricted stock withheld for taxes (in shares)				(189)
Share-based compensation cost	7,414					7,414			7,414
Dividends	(10,589)						(10,589)		(10,589)
Ending balance at Feb. 28, 2021	734,039			$ 27,263	$ 200	39,695	697,966	(35,282)	729,842	4,197
Ending balance (in shares) at Feb. 28, 2021				27,263	200
Beginning balance at Nov. 30, 2020	688,548			$ 27,254	$ 200	35,310	658,710	(36,892)	684,582	3,966
Beginning balance (in shares) at Nov. 30, 2020				27,254	200
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	45,679						44,588		44,588	1,091
Other comprehensive income (loss), net of tax	1,610							1,610	1,610
Distributions to noncontrolling interests	(860)									(860)
Issuance of restricted stock				$ 10		(10)
Issuance of restricted stock (in shares)				10
Restricted stock withheld for taxes	(1)			$ (1)					(1)
Restricted stock withheld for taxes (in shares)				(1)
Share-based compensation cost	4,395					4,395			4,395
Dividends	(5,332)						(5,332)		(5,332)
Ending balance at Feb. 28, 2021	734,039			$ 27,263	$ 200	39,695	697,966	(35,282)	729,842	4,197
Ending balance (in shares) at Feb. 28, 2021				27,263	200
Beginning balance at Aug. 31, 2021	839,779			$ 27,332	$ 200	49,074	793,712	(34,554)	835,764	4,015
Beginning balance (in shares) at Aug. 31, 2021		27,332	200	27,332	200
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	85,441						83,814		83,814	1,627
Other comprehensive income (loss), net of tax	116							116	116
Distributions to noncontrolling interests	(1,785)									(1,785)
Share repurchases	(7,865)			$ (200)		(7,665)			(7,865)
Share repurchase (in shares)				(200)
Issuance of restricted stock				$ 479		(479)
Issuance of restricted stock (in shares)				479
Restricted stock withheld for taxes	(9,577)			$ (178)		(9,399)			(9,577)
Restricted stock withheld for taxes (in shares)				(178)
Share-based compensation cost	9,290					9,290			9,290
Dividends	(10,750)						(10,750)		(10,750)
Ending balance at Feb. 28, 2022	904,649			$ 27,433	$ 200	40,821	866,776	(34,438)	900,792	3,857
Ending balance (in shares) at Feb. 28, 2022		27,433	200	27,433	200
Beginning balance at Nov. 30, 2021	874,756			$ 27,624	$ 200	43,641	834,504	(35,279)	870,690	4,066
Beginning balance (in shares) at Nov. 30, 2021				27,624	200
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	38,165						37,615		37,615	550
Other comprehensive income (loss), net of tax	841							841	841
Distributions to noncontrolling interests	(759)									(759)
Share repurchases	(7,865)			$ (200)		(7,665)			(7,865)
Share repurchase (in shares)				(200)
Issuance of restricted stock				$ 9		(9)
Issuance of restricted stock (in shares)				9
Share-based compensation cost	4,854					4,854			4,854
Dividends	(5,343)						(5,343)		(5,343)
Ending balance at Feb. 28, 2022	$ 904,649			$ 27,433	$ 200	$ 40,821	$ 866,776	$ (34,438)	$ 900,792	$ 3,857
Ending balance (in shares) at Feb. 28, 2022		27,433	200	27,433	200

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Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Statement Of Stockholders Equity [Abstract]
Dividends per common share	$ 0.1875	$ 0.1875	$ 0.375	$ 0.375

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021
Cash flows from operating activities:
Net income	$ 85,441	$ 60,743
Adjustments to reconcile net income to cash used in operating activities:
Depreciation and amortization	35,816	29,295
Inventory write-downs	304
Deferred income taxes	13,988	5,544
Undistributed equity in earnings of joint ventures	(827)	(1,181)
Share-based compensation expense	9,231	7,276
Loss (gain) on disposal of assets, net	1,345	(81)
Unrealized foreign exchange loss, net	121	93
Credit loss, net	16	66
Changes in assets and liabilities, net of acquisitions:
Accounts receivable	(47,762)	(75,961)
Inventories	(52,624)	(90,151)
Income taxes	(697)	16,097
Prepaid expenses and other current assets	1,309	1,266
Other long-term assets	(651)	(3,765)
Operating lease assets and liabilities	(903)	(430)
Accounts payable	11,762	45,050
Accrued payroll and related liabilities	(39,711)	(85)
Other accrued liabilities	7,583	(3,618)
Environmental liabilities	(12,482)	2,488
Other long-term liabilities	455	3,494
Distributed equity in earnings of joint ventures	1,000	1,250
Net cash provided by (used in) operating activities	12,714	(2,610)
Cash flows from investing activities:
Capital expenditures	(69,409)	(55,084)
Acquisitions, net of acquired cash	(113,939)
Proceeds from insurance and sale of assets	11,129	317
Deposit on land option	(80)	630
Net cash used in investing activities	(172,299)	(54,137)
Cash flows from financing activities:
Borrowings from long-term debt	405,094	265,645
Repayment of long-term debt	(225,395)	(199,229)
Payment of debt issuance costs		(23)
Repurchase of Class A common stock	(7,865)
Taxes paid related to net share settlement of share-based payment awards	(9,577)	(3,971)
Distributions to noncontrolling interests	(1,785)	(1,583)
Dividends paid	(10,841)	(10,828)
Net cash provided by financing activities	149,631	50,011
Effect of exchange rate changes on cash	(41)	175
Net decrease in cash and cash equivalents	(9,995)	(6,561)
Cash and cash equivalents as of beginning of period	27,818	17,887
Cash and cash equivalents as of end of period	17,823	11,326
Cash paid during the period for:
Interest	1,748	1,827
Income taxes paid (refunded), net	9,829	(4,525)
Schedule of noncash investing and financing transactions:
Purchases of property, plant and equipment included in liabilities	$ 21,828	$ 11,338

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Summary of Significant Accounting Policies

6 Months Ended

Feb. 28, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements of Schnitzer Steel Industries, Inc. and its majority-owned and wholly-owned subsidiaries (the “Company”) have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q, including Article 10 of Regulation S-X. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all normal, recurring adjustments considered necessary for a fair statement have been included. Management suggests that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2021. The results for the three and six months ended February 28, 2022 and 2021 are not necessarily indicative of the results of operations for the entire fiscal year.

Segment Reporting

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

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

Cash and Cash Equivalents

Cash and cash equivalents include short-term securities that are not restricted by third parties and have an original maturity date of 90 days or less. Included in accounts payable are book overdrafts representing outstanding checks in excess of funds on deposit of $45 million and $47 million as of February 28, 2022 and August 31, 2021, respectively.

Accounts Receivable, net

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

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

Also included in accounts receivable are short-term advances to scrap metal suppliers used as a mechanism to acquire unprocessed scrap metal. The advances are generally repaid with scrap metal, as opposed to cash. Repayments of advances with scrap metal are treated as noncash operating activities in the Unaudited Condensed Consolidated Statements of Cash Flows and totaled $6 million and $5 million for the six months ended February 28, 2022 and 2021, respectively.

Prepaid Expenses

The Company’s prepaid expenses, reported within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets, totaled $16 million and $22 million as of February 28, 2022 and August 31, 2021, respectively, and consisted primarily of deposits on capital projects, prepaid services, prepaid insurance, and prepaid property taxes.

Other Assets

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

Receivables from insurers represent the portion of insured losses expected to be recovered from the Company’s insurers. The receivable is recorded at an amount not to exceed the recorded loss and only if the terms of legally enforceable insurance contracts support that the insurance recovery will not be disputed and is deemed collectible. Receivables from insurers totaled $20 million and $21 million as of February 28, 2022 and August 31, 2021, respectively. Receivables from insurers as of February 28, 2022 comprised primarily $10 million relating to property loss and damage and other claims in connection with the December 2021 fire at the Company’s shredder facility in Everett, Massachusetts, $6 million relating to environmental claims, and $4 million relating to workers’ compensation claims. Receivables from insurers as of August 31, 2021 comprised primarily $10 million relating to property loss and damage and other claims in connection with the May 2021 fire at the Company’s melt shop operations in McMinnville, Oregon, $6 million relating to environmental claims, and $4 million relating to workers’ compensation claims. See “Accounting for Impacts of Involuntary Events” below in this Note for further discussion of receivables and advance payments from insurers relating to property damage and business interruption claims.

Other assets as of both February 28, 2022 and August 31, 2021 also included approximately $8 million in connection with cash deposited into a client trust account in the second quarter of fiscal 2021 to fund the remediation of a site, a portion of which was previously leased to and operated by an indirect, wholly-owned subsidiary. The cash was deposited into the client trust account by other potentially liable parties in connection with settlement of a lawsuit relating to allocation of the remediation costs, including agreement by the Company’s subsidiary to perform certain remedial actions. See “Other Legacy Environmental Loss Contingencies” within “Contingencies – Environmental” in Note 5 - Commitments and Contingencies for further discussion of this matter.

The Company invested $6 million in the equity of a privately-held waste and recycling entity in fiscal 2017. The equity investment does not have a readily determinable fair value and, therefore, is carried at cost and adjusted for impairments and observable price changes. The investment is reported within other assets in the Unaudited Condensed Consolidated Balance Sheets. The carrying value of the investment was $6 million as of February 28, 2022 and August 31, 2021. The Company has not recorded any impairments or upward or downward adjustments to the carrying value of the investment since acquisition.

Accounting for Impacts of Involuntary Events

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

On May 22, 2021, the Company experienced a fire at its steel mill in McMinnville, Oregon. Direct physical loss or damage to property from the incident was limited to the mill’s melt shop, with no bodily injuries and no physical loss or damage to other buildings or equipment. As a result of the fire, the rolling mill production ceased in early June 2021. In August 2021, the steel mill began ramping up operations following the substantial completion of replacement and repairs of property and equipment in the melt shop that had been lost or damaged by the fire. The Company experienced the loss of business income during the shutdown of the steel mill and the subsequent ramp-up phase which was substantially completed during the second quarter of fiscal 2022. The Company filed initial insurance claims for the physical loss and damage experienced at the mill’s melt shop and business income losses resulting from the matter. As of August 31, 2021, prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets included an initial $10 million insurance receivable recognized in the fourth quarter of fiscal 2021, primarily offsetting applicable losses including capital purchases of $10 million that had been incurred by the Company as of August 31, 2021. In the first half of fiscal 2022, the Company increased the amount of this insurance receivable to $25 million and recognized a related $15 million insurance recovery gain, $3 million recorded in the first quarter and $12 million recorded in the second quarter, within cost of goods sold in the Unaudited Condensed Consolidated Statements of Income, reflecting recovery of applicable losses incurred as a result of the fire to date. In addition, during the first half of fiscal 2022, the Company received advance payments from insurers totaling approximately $30 million towards the Company’s claims, and not reflecting any final or full settlement of claims with the insurers, which amount reduced the $25 million insurance receivable to zero with the remaining amount of advance payments of $5 million reported within other accrued liabilities in the Unaudited Condensed Consolidated Balance Sheets as of February 28, 2022.

On December 8, 2021, the Company experienced a fire at its metals recycling facility in Everett, Massachusetts. Direct physical loss or damage to property from the incident was limited to the facility’s shredder building and equipment, with no bodily injuries and no physical loss or damage to property reported at other buildings or equipment. As a result of the fire, shredding operations ceased, while all non-shredding operations at the facility continued, including torching, shearing, separating, and sorting purchased non-shreddable recycled ferrous metals. On January 28, 2022, shredding operations at the facility began ramping up following the replacement and repairs to shredder equipment that had been damaged. Completion of the remainder of repair and replacement of property that experienced physical loss or damage, primarily buildings and improvements, will occur over a longer period and impacts on business income may continue. The Company filed initial insurance claims for the property that experienced physical loss or damage and anticipated business income losses resulting from the matter. In the second quarter of fiscal 2022, the Company recognized an initial $10 million insurance receivable and related insurance recovery gain, reported within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets and within cost of goods sold in the Unaudited Condensed Consolidated Statements of Income, respectively, reflecting recovery of applicable losses including impairment charges of $6 million related to the carrying value of plant and equipment assets lost in or damaged by the fire and initial capital purchases and other costs totaling $4 million that had been incurred by the Company as of February 28, 2022.

Business Acquisitions

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The majority of cash and cash equivalents is maintained with major financial institutions. Balances with these and certain other institutions exceeded the Federal Deposit Insurance Corporation insured amount of $250 thousand as of February 28, 2022. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically diverse customers make up the Company’s customer base. The Company controls credit risk through credit approvals, credit limits, credit insurance, letters of credit or other collateral, cash deposits, and monitoring procedures.

Recent Accounting Pronouncements

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

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Inventories

6 Months Ended

Feb. 28, 2022

Inventory Net [Abstract]

Inventories

Note 2 - Inventories

Inventories consisted of the following (in thousands):

	February 28, 2022		August 31, 2021
Processed and unprocessed scrap metal	$	198,058	$	164,960
Semi-finished goods		18,449		7,671
Finished goods		60,680		39,368
Supplies		46,744		44,428
Inventories	$	323,931	$	256,427

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Business Acquisition

6 Months Ended

Feb. 28, 2022

Business Combination And Asset Acquisition [Abstract]

Business Acquisition

Note 3 - Business Acquisition

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

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

Cash	$	325
Accounts receivable		22,763
Inventories		10,060
Other current assets		255
Property, plant and equipment		13,570
Operating lease right-of-use assets		254
Goodwill(1)		62,325
Intangibles and other assets		19,741
Total assets acquired		129,293
Current liabilities		11,680
Other liabilities		3,350
Total liabilities assumed		15,030
Net assets acquired	$	114,263

(1) Approximately $59 million of the provisional amount of acquired goodwill is tax deductible.

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

			Useful Life
Supplier relationships	$	17,245	7
Customer relationships		2,496	7
	$	19,741

The results of operations for the acquired Columbus Recycling business beginning as of the October 1, 2021 acquisition date are included in the accompanying financial statements. For each of the three and six months ended February 28, 2022 and 2021, the unaudited amount of revenues of the acquired Columbus Recycling business equaled 6% or less of the Company’s consolidated revenues reported in the Unaudited Condensed Consolidated Statements of Income, and the unaudited amount of net income of the acquired Columbus Recycling business was not material to the financial statements taken as a whole. Because the pro forma results of operations of the Company for the periods presented in this report would not be materially different as a result of the acquisition, this information is not presented.

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Goodwill

6 Months Ended

Feb. 28, 2022

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill

Note 4 - Goodwill

The Company evaluates goodwill for impairment annually on July 1 and upon the occurrence of certain triggering events or substantive changes in circumstances that indicate that the fair value of goodwill may be impaired. Impairment of goodwill is tested at the reporting unit level. A reporting unit is an operating segment or one level below an operating segment (referred to as a “component”). A component of an operating segment is required to be identified as a reporting unit if the component is a business for which discrete financial information is available and segment management regularly reviews its operating results. There were no triggering events identified during the first half of fiscal 2022 requiring an interim goodwill impairment test, and the Company did not record a goodwill impairment charge in any of the periods presented.

The gross change in the carrying amount of goodwill for the six months ended February 28, 2022 was as follows (in thousands):

	Goodwill
August 31, 2021	$	170,304
Additions(1)		62,325
Foreign currency translation adjustment		(92	)
February 28, 2022	$	232,537

(1) Additions relate entirely to the acquired Columbus Recycling business, and the amount of acquired goodwill is provisional as of February 28, 2022. See Note 3 – Business Acquisitions.

Accumulated goodwill impairment charges were $471 million as of both February 28, 2022 and August 31, 2021.

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Commitments and Contingencies

6 Months Ended

Feb. 28, 2022

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 5 - Commitments and Contingencies

Contingencies - Environmental

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

Changes in the Company’s environmental liabilities for the six months ended February 28, 2022 were as follows (in thousands):

Balance as of September 1, 2021		Liabilities Established (Released), Net		Payments and Other			Balance as of February 28, 2022		Short-Term		Long-Term
$	77,128	$	6,986	$	(16,283	)	$	67,831	$	12,987	$	54,844

The Company had environmental liabilities of $68 million and $77 million as of February 28, 2022 and August 31, 2021, respectively, for the potential remediation of locations where it has conducted business or has environmental liabilities from historical or recent activities. The liabilities relate to the investigation and potential future remediation of contaminated sediments and riverbanks, soil contamination, groundwater contamination, storm water runoff issues, and other natural resource damages. Except for Portland Harbor and certain liabilities discussed under “Other Legacy Environmental Loss Contingencies” below, such liabilities were not individually material at any site.

Portland Harbor

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

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

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

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

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

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

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

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

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

In addition to the remedial action process overseen by the EPA, the Portland Harbor Natural Resource Trustee Council (“Trustee Council”) is assessing natural resource damages at the Site. In 2008, the Trustee Council invited the Company and other PRPs to participate in funding and implementing the Natural Resource Injury Assessment for the Site. The Company and other participating PRPs ultimately agreed to fund the first two phases of the three-phase assessment, which included the development of the Natural Resource Damage Assessment Plan (“AP”) and implementation of the AP to develop information sufficient to facilitate early settlements between the Trustee Council and Phase 2 participants and the identification of restoration projects to be funded by the settlements. In late May 2018, the Trustee Council published notice of its intent to proceed with Phase 3, which will involve the full implementation of the AP and the final injury and damage determination. The Company is proceeding with the process established by the Trustee Council regarding early settlements under Phase 2. The Company has established an environmental reserve of approximately $2.3 million for this alleged natural resource damages liability as it continues to work with the Trustee Council to finalize an early settlement. The Company has insurance policies that it believes will provide reimbursement for costs related to this matter. As of February 28, 2022 and August 31, 2021, the Company had an insurance receivable in the same amount as the environmental reserve. See “Other Assets” in Note 1 – Summary of Significant Accounting Policies for further discussion of receivables from insurers.

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

The Company’s environmental liabilities as of February 28, 2022 and August 31, 2021 included $5 million and $6 million, respectively, relating to the Portland Harbor matters described above.

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

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

The Oregon Department of Environmental Quality is separately providing oversight of investigations and source control activities by the Company at various sites adjacent to Portland Harbor that are focused on controlling any current “uplands” releases of contaminants into the Willamette River. No liabilities have been established in connection with these investigations beyond the costs of investigation and design, which costs have not been material to date, because the extent of contamination, required source control work, and the Company’s responsibility for the contamination and source control work, in each case if any, have not yet been determined. In addition, pursuant to its insurance policies, the Company is being reimbursed for the costs it incurs for required source control evaluation and remediation work.

Other Legacy Environmental Loss Contingencies

The Company’s environmental loss contingencies as of February 28, 2022 and August 31, 2021, other than Portland Harbor, include actual or possible investigation and remediation costs from historical contamination at sites currently or formerly owned or formerly operated by the Company or at other sites where the Company may have responsibility for such costs due to past disposal or other activities (“legacy environmental loss contingencies”). These legacy environmental loss contingencies relate to the potential remediation of waterways and soil and groundwater contamination and may also involve natural resource damages, governmental fines and penalties, and claims by third parties for personal injury and property damage. The Company has been notified that it is or may be a potentially responsible party at certain of these sites, and investigation and remediation activities are ongoing or may be required in the future. The Company recognizes a liability for such matters when the loss is probable and can be reasonably estimated. When investigation, allocation, and remediation activities are ongoing or where the Company has not yet been identified as having responsibility or the contamination has not yet been identified, it is reasonably possible that the Company may need to recognize additional liabilities in connection with such sites but the Company cannot currently reasonably estimate the possible loss or range of loss absent additional information or developments. Such additional liabilities, individually or in the aggregate, may have a material adverse effect on the Company’s results of operations, financial condition, or cash flows.

In fiscal 2018, the Company accrued an initial $4 million for the estimated costs related to remediation of shredder residue disposed of in or around the 1970s at third-party sites located near each other. Investigation activities have been conducted under oversight of the applicable state regulatory agency. As of both February 28, 2022 and August 31, 2021, the Company had $4 million accrued for this matter. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such losses are probable and can be reasonably estimated. The Company previously estimated a range of reasonably possible losses related to this matter in excess of current accruals at between zero and $28 million based on a range of remedial alternatives and subject to development and approval by regulators of specific remedy implementation plans. However, subsequent to the development of those remedial alternatives, the Company performed additional investigative activities under new state requirements that have the potential to impact the required remedial actions and associated cost estimates pending further investigation, analysis, and discussion by the Company and regulators. The Company is investigating whether a portion or all of the current and future losses related to this matter, if incurred, are covered by existing insurance coverage or may be offset by contributions from other responsible parties.

In addition, the Company’s loss contingencies as of February 28, 2022 and August 31, 2021 included $8 million and $19 million, respectively, for the estimated costs related to environmental matters in connection with a closed facility owned and previously operated by an indirect, wholly-owned subsidiary, including monitoring and remediation of soil and groundwater conditions and funding for wellhead treatment facilities. In the second quarter of fiscal 2022, the Company accrued $3 million for certain soil remediation activities based on additional information related to estimated costs to complete. Investigation and remediation activities have been conducted under the oversight of the applicable state regulatory agency and are on-going, and the Company’s subsidiary has also been working with state and local officials with respect to the protection of public and private water supplies. As part of its activities relating to the protection of public water supplies, the Company’s subsidiary agreed to reimburse the municipality for certain studies and plans and to provide funding for the construction and operation by the municipality of wellhead treatment facilities, which agreement resulted in payment by the Company to the municipality of $11 million in the second quarter of fiscal 2022. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such additional losses are probable and can be reasonably estimated. However, the Company cannot reasonably estimate at this time the possible additional loss or range of possible additional losses associated with this matter pending the on-going implementation of the approved remediation plan for soil and groundwater conditions and completion and operation of the wellhead treatment facilities.

In addition, the Company’s loss contingencies as of both February 28, 2022 and August 31, 2021 included $8 million for the estimated costs related to remediation of a site a portion of which was previously leased to and operated by an indirect, wholly-owned subsidiary. In connection with settlement of a lawsuit relating to allocation of the remediation costs, the Company’s subsidiary agreed to perform the remedial action related to metals contamination on the site estimated to cost approximately $7.9 million, and another potentially liable party agreed to perform the remedial action related to creosote contamination at the site. As part of the settlement, other potentially liable parties agreed to make payments totaling approximately $7.6 million to fund the remediation of the metals contamination at the site in exchange for a release and indemnity. This amount was fully funded into a client trust account for the Company’s subsidiary in December 2020. See “Other Assets” in Note 1 - Summary of Significant Accounting Policies for further discussion of this client trust account. It is reasonably possible that the Company may recognize additional liabilities in connection with this matter at the time such additional losses are probable and can be reasonably estimated. However, the Company cannot reasonably estimate at this time the possible additional loss or range of possible additional losses associated with this matter pending completion, approval, and implementation of the remediation action plan.

Summary - Environmental Contingencies

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

Contingencies – Other

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

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Accumulated Other Comprehensive Loss

6 Months Ended

Feb. 28, 2022

Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]

Accumulated Other Comprehensive Loss

Note 6 - Accumulated Other Comprehensive Loss

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

	Three Months Ended February 28, 2022									Three Months Ended February 28, 2021
	Foreign Currency Translation Adjustments			Pension Obligations, Net			Total			Foreign Currency Translation Adjustments			Pension Obligations, Net			Total
Balances - December 1 (Beginning of period)	$	(32,724	)	$	(2,555	)	$	(35,279	)	$	(33,945	)	$	(2,947	)	$	(36,892	)
Other comprehensive income before reclassifications		722			—			722			1,572			—			1,572
Income tax (expense)		—			—			—			—			—			—
Other comprehensive income before reclassifications, net of tax		722			—			722			1,572			—			1,572
Amounts reclassified from accumulated other comprehensive loss		—			154			154			—			49			49
Income tax (benefit)		—			(35	)		(35	)		—			(11	)		(11	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		—			119			119			—			38			38
Net periodic other comprehensive income		722			119			841			1,572			38			1,610
Balances - February 28 (End of period)	$	(32,002	)	$	(2,436	)	$	(34,438	)	$	(32,373	)	$	(2,909	)	$	(35,282	)

	Six Months Ended February 28, 2022									Six Months Ended February 28, 2021
	Foreign Currency Translation Adjustments			Pension Obligations, Net			Total			Foreign Currency Translation Adjustments			Pension Obligations, Net			Total
Balances - September 1 (Beginning of period)	$	(31,609	)	$	(2,945	)	$	(34,554	)	$	(34,184	)	$	(2,687	)	$	(36,871	)
Other comprehensive (loss) income before reclassifications		(393	)		451			58			1,811			(385	)		1,426
Income tax (expense) benefit		—			(101	)		(101	)		—			87			87
Other comprehensive (loss) income before reclassifications, net of tax		(393	)		350			(43	)		1,811			(298	)		1,513
Amounts reclassified from accumulated other comprehensive loss		—			205			205			—			98			98
Income tax (benefit)		—			(46	)		(46	)		—			(22	)		(22	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		—			159			159			—			76			76
Net periodic other comprehensive (loss) income		(393	)		509			116			1,811			(222	)		1,589
Balances - February 28 (End of period)	$	(32,002	)	$	(2,436	)	$	(34,438	)	$	(32,373	)	$	(2,909	)	$	(35,282	)

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

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Revenue

6 Months Ended

Feb. 28, 2022

Revenue From Contract With Customer [Abstract]

Revenue

Note 7 - Revenue

Disaggregation of Revenues

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

	Three Months Ended February 28,				Six Months Ended February 28,
	2022		2021		2022		2021
Major product information:
Ferrous revenues	$	438,314	$	322,679	$	904,170	$	574,885
Nonferrous revenues		196,142		147,322		390,571		267,031
Steel revenues(1)		116,196		99,191		219,434		187,605
Retail and other revenues		32,546		30,919		67,141		62,697
Total revenues	$	783,198	$	600,111	$	1,581,316	$	1,092,218
Revenues based on sales destination:
Foreign	$	435,471	$	332,197	$	906,644	$	600,596
Domestic		347,727		267,914		674,672		491,622
Total revenues	$	783,198	$	600,111	$	1,581,316	$	1,092,218

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

Receivables from Contracts with Customers

The revenue accounting standard defines a receivable as an entity’s right to consideration that is unconditional, meaning that only the passage of time is required before payment is due. As of February 28, 2022 and August 31, 2021, receivables from contracts with customers, net of an allowance for credit losses, totaled $276 million and $210 million, respectively, representing 98% of total accounts receivable reported on the Unaudited Condensed Consolidated Balance Sheets at each reporting date.

Contract Liabilities

Contract consideration received from a customer prior to revenue recognition is recorded as a contract liability and is recognized as revenue when the Company satisfies the related performance obligation under the terms of the contract. The Company’s contract liabilities, which consist almost entirely of customer deposits for recycled metal and finished steel sales contracts, are reported within accounts payable in the Unaudited Condensed Consolidated Balance Sheets and totaled $11 million and $8 million as of February 28, 2022 and August 31, 2021, respectively. Unsatisfied performance obligations reflected in these contract liabilities relate to contracts with original expected durations of one year or less and, therefore, are not disclosed. During the three and six months ended February 28, 2022, the Company reclassified less than $1 million and $7 million, respectively, in contract liabilities as of August 31, 2021 to revenues as a result of satisfying performance obligations during the period. During the three and six months ended February 28, 2021, the Company reclassified $1 million and $6 million, respectively, in contract liabilities as of August 31, 2020 to revenues as a result of satisfying performance obligations during the period.

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Share-Based Compensation

6 Months Ended

Feb. 28, 2022

Share Based Compensation [Abstract]

Share-based Compensation

Note 8 - Share-Based Compensation

In the first quarter of fiscal 2022, as part of the annual awards under the Company’s Long-Term Incentive Plan, the Compensation Committee of the Company’s Board of Directors granted 158,656 restricted stock units (“RSUs”) and 153,080 performance share awards to the Company’s key employees and officers under the Company’s 1993 Amended and Restated Stock Incentive Plan.

The RSUs have a five-year term and vest 20% per year commencing October 31, 2022. The aggregate fair value of all the RSUs granted was based on the market closing price of the underlying Class A common stock on the grant date and totaled $8 million. The compensation expense associated with the RSUs is recognized over the requisite service period of the awards, net of forfeitures, which for participants who were retirement eligible as of the grant date or who will become retirement eligible during the five-year term of the awards is the longer of two years or the period ending on the date retirement eligibility is achieved.

The performance share awards comprise two separate and distinct awards with different vesting conditions. Awards vest if the threshold level under the specified metric is met at the end of the approximately three-year performance period. For awards granted in the first quarter of fiscal 2022, the performance metrics are the Company’s recycled metal volume growth and its return on capital employed (“ROCE”). Award share payouts depend on the extent to which the performance goals have been achieved, which performance-based payout factors are adjusted by a total shareholder return (“TSR”) modifier based on the Company’s average TSR percentile rank relative to a designated peer group. The number of shares that a participant receives is equal to the number of performance shares granted multiplied by an initial payout factor based on recycled metal volume growth and ROCE, which ranges from a threshold of 50% to a maximum of 200%. The final payout factor is then determined by applying the TSR modifier to the initial payout factor within a certain range, with a maximum increase or decrease of 20%.

The Company granted 76,540 performance share awards based on its recycled metal volume growth metric with TSR modifier and 76,540 performance share awards based on its ROCE metric with TSR modifier over a three-year performance period consisting of the Company’s 2022, 2023, and 2024 fiscal years. The Company estimated the fair value of performance share awards granted in the first quarter of fiscal 2022 using a Monte-Carlo simulation model utilizing several key assumptions, including the following:

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

The estimated aggregate fair value of these performance share awards at the date of grant was $8 million. The Company accrues compensation cost for these performance share awards based on the probable outcome of achieving specified performance conditions, net of estimated forfeitures, over the requisite service period (or to the date a qualifying employment termination event entitles the recipient to a prorated award, if before the end of the service period). The Company reassesses whether achievement of the performance conditions is probable at each reporting date. If it is probable that the actual performance results will exceed the stated target performance conditions, the Company accrues additional compensation cost for the additional performance shares to be awarded irrespective of the TSR modifier, the effects of which are incorporated in the grant-date fair value of the awards. If, upon reassessment, it is no longer probable that the actual performance results will exceed the stated target performance conditions, or that it is no longer probable that the target performance conditions will be achieved, the Company reverses any recognized compensation cost for shares no longer probable of being issued. If the performance conditions are not achieved at the end of the performance period, all related compensation cost previously recognized is reversed. Performance share awards will be paid in Class A common stock as soon as practicable after the end of the requisite service period and vesting date of October 31, 2024.

In the second quarter of fiscal 2022, the Company granted deferred stock units (“DSUs”) to each of its non-employee directors under the Company’s 1993 Stock Incentive Plan, as amended. Each DSU gives the director the right to receive one share of Class A common stock at a future date. The grant included an aggregate of 18,924 shares that will vest in full on the day before the Company’s 2023 annual meeting of shareholders, subject to continued Board service. The total fair value of these awards at the grant date was $1 million.

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Income Taxes

6 Months Ended

Feb. 28, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Note 9 - Income Taxes

Effective Tax Rate

The Company’s effective tax rate from continuing operations for the second quarter and first six months of fiscal 2022 was an expense on pre-tax income of 24.0% and 21.3%, respectively, compared to 20.1% and 22.1%, respectively, for the comparable prior year periods. The Company’s effective tax rate from continuing operations for the second quarter of fiscal 2022 was higher than the U.S. federal statutory rate of 21% primarily due to the aggregate impact of state taxes and permanent differences from non-deductible expenses on the projected annual effective tax rate applied to the quarterly results.

Valuation Allowances

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

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

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Net Income Per Share

6 Months Ended

Feb. 28, 2022

Earnings Per Share [Abstract]

Net Income Per Share

Note 10 - Net Income Per Share

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

	Three Months Ended February 28,						Six Months Ended February 28,
	2022			2021			2022			2021
Income from continuing operations	$	38,136		$	45,649		$	85,441		$	60,755
Net income attributable to noncontrolling interests		(550	)		(1,091	)		(1,627	)		(2,051	)
Income from continuing operations attributable to SSI shareholders		37,586			44,558			83,814			58,704
Income (loss) from discontinued operations, net of tax		29			30			—			(12	)
Net income attributable to SSI shareholders	$	37,615		$	44,588		$	83,814		$	58,692
Computation of shares:
Weighted average common shares outstanding, basic		28,231			27,991			28,195			27,899
Incremental common shares attributable to dilutive performance share awards, restricted stock units and deferred stock units		1,481			871			1,603			774
Weighted average common shares outstanding, diluted		29,712			28,862			29,798			28,673

Common stock equivalent shares of 311,736 and 199,786 were considered antidilutive and were excluded from the calculation of diluted net income per share for the three and six months ended February 28, 2022, respectively. No common stock equivalent shares were considered antidilutive for the three months ended February 28, 2021, while 103,566 common stock equivalent shares were considered antidilutive and were excluded from the calculation of diluted net income per share for the six months ended February 28, 2021.

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Related Party Transactions

6 Months Ended

Feb. 28, 2022

Related Party Transactions [Abstract]

Related Party Transactions

Note 11 - Related Party Transactions

The Company purchases recycled metal from one of its joint venture operations at prices that approximate fair market value. These purchases totaled $5 million for each of the three months ended February 28, 2022 and 2021, and $11 million and $8 million for the six months ended February 28, 2022 and 2021, respectively.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Feb. 28, 2022

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The accompanying Unaudited Condensed Consolidated Financial Statements of Schnitzer Steel Industries, Inc. and its majority-owned and wholly-owned subsidiaries (the “Company”) have been prepared pursuant to generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) for Form 10-Q, including Article 10 of Regulation S-X. The year-end condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. Certain information and note disclosures normally included in annual financial statements have been condensed or omitted pursuant to the rules and regulations of the SEC. In the opinion of management, all normal, recurring adjustments considered necessary for a fair statement have been included. Management suggests that these Unaudited Condensed Consolidated Financial Statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2021. The results for the three and six months ended February 28, 2022 and 2021 are not necessarily indicative of the results of operations for the entire fiscal year.

Segment Reporting

Segment Reporting

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

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

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents include short-term securities that are not restricted by third parties and have an original maturity date of 90 days or less. Included in accounts payable are book overdrafts representing outstanding checks in excess of funds on deposit of $45 million and $47 million as of February 28, 2022 and August 31, 2021, respectively.

Accounts Receivable, net

Accounts Receivable, net

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

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

Also included in accounts receivable are short-term advances to scrap metal suppliers used as a mechanism to acquire unprocessed scrap metal. The advances are generally repaid with scrap metal, as opposed to cash. Repayments of advances with scrap metal are treated as noncash operating activities in the Unaudited Condensed Consolidated Statements of Cash Flows and totaled $6 million and $5 million for the six months ended February 28, 2022 and 2021, respectively.

Other Assets

Prepaid Expenses

The Company’s prepaid expenses, reported within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets, totaled $16 million and $22 million as of February 28, 2022 and August 31, 2021, respectively, and consisted primarily of deposits on capital projects, prepaid services, prepaid insurance, and prepaid property taxes.

Other Assets

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

Receivables from insurers represent the portion of insured losses expected to be recovered from the Company’s insurers. The receivable is recorded at an amount not to exceed the recorded loss and only if the terms of legally enforceable insurance contracts support that the insurance recovery will not be disputed and is deemed collectible. Receivables from insurers totaled $20 million and $21 million as of February 28, 2022 and August 31, 2021, respectively. Receivables from insurers as of February 28, 2022 comprised primarily $10 million relating to property loss and damage and other claims in connection with the December 2021 fire at the Company’s shredder facility in Everett, Massachusetts, $6 million relating to environmental claims, and $4 million relating to workers’ compensation claims. Receivables from insurers as of August 31, 2021 comprised primarily $10 million relating to property loss and damage and other claims in connection with the May 2021 fire at the Company’s melt shop operations in McMinnville, Oregon, $6 million relating to environmental claims, and $4 million relating to workers’ compensation claims. See “Accounting for Impacts of Involuntary Events” below in this Note for further discussion of receivables and advance payments from insurers relating to property damage and business interruption claims.

Other assets as of both February 28, 2022 and August 31, 2021 also included approximately $8 million in connection with cash deposited into a client trust account in the second quarter of fiscal 2021 to fund the remediation of a site, a portion of which was previously leased to and operated by an indirect, wholly-owned subsidiary. The cash was deposited into the client trust account by other potentially liable parties in connection with settlement of a lawsuit relating to allocation of the remediation costs, including agreement by the Company’s subsidiary to perform certain remedial actions. See “Other Legacy Environmental Loss Contingencies” within “Contingencies – Environmental” in Note 5 - Commitments and Contingencies for further discussion of this matter.

The Company invested $6 million in the equity of a privately-held waste and recycling entity in fiscal 2017. The equity investment does not have a readily determinable fair value and, therefore, is carried at cost and adjusted for impairments and observable price changes. The investment is reported within other assets in the Unaudited Condensed Consolidated Balance Sheets. The carrying value of the investment was $6 million as of February 28, 2022 and August 31, 2021. The Company has not recorded any impairments or upward or downward adjustments to the carrying value of the investment since acquisition.

Accounting for Impacts of Involuntary Events

Accounting for Impacts of Involuntary Events

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

On May 22, 2021, the Company experienced a fire at its steel mill in McMinnville, Oregon. Direct physical loss or damage to property from the incident was limited to the mill’s melt shop, with no bodily injuries and no physical loss or damage to other buildings or equipment. As a result of the fire, the rolling mill production ceased in early June 2021. In August 2021, the steel mill began ramping up operations following the substantial completion of replacement and repairs of property and equipment in the melt shop that had been lost or damaged by the fire. The Company experienced the loss of business income during the shutdown of the steel mill and the subsequent ramp-up phase which was substantially completed during the second quarter of fiscal 2022. The Company filed initial insurance claims for the physical loss and damage experienced at the mill’s melt shop and business income losses resulting from the matter. As of August 31, 2021, prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets included an initial $10 million insurance receivable recognized in the fourth quarter of fiscal 2021, primarily offsetting applicable losses including capital purchases of $10 million that had been incurred by the Company as of August 31, 2021. In the first half of fiscal 2022, the Company increased the amount of this insurance receivable to $25 million and recognized a related $15 million insurance recovery gain, $3 million recorded in the first quarter and $12 million recorded in the second quarter, within cost of goods sold in the Unaudited Condensed Consolidated Statements of Income, reflecting recovery of applicable losses incurred as a result of the fire to date. In addition, during the first half of fiscal 2022, the Company received advance payments from insurers totaling approximately $30 million towards the Company’s claims, and not reflecting any final or full settlement of claims with the insurers, which amount reduced the $25 million insurance receivable to zero with the remaining amount of advance payments of $5 million reported within other accrued liabilities in the Unaudited Condensed Consolidated Balance Sheets as of February 28, 2022.

On December 8, 2021, the Company experienced a fire at its metals recycling facility in Everett, Massachusetts. Direct physical loss or damage to property from the incident was limited to the facility’s shredder building and equipment, with no bodily injuries and no physical loss or damage to property reported at other buildings or equipment. As a result of the fire, shredding operations ceased, while all non-shredding operations at the facility continued, including torching, shearing, separating, and sorting purchased non-shreddable recycled ferrous metals. On January 28, 2022, shredding operations at the facility began ramping up following the replacement and repairs to shredder equipment that had been damaged. Completion of the remainder of repair and replacement of property that experienced physical loss or damage, primarily buildings and improvements, will occur over a longer period and impacts on business income may continue. The Company filed initial insurance claims for the property that experienced physical loss or damage and anticipated business income losses resulting from the matter. In the second quarter of fiscal 2022, the Company recognized an initial $10 million insurance receivable and related insurance recovery gain, reported within prepaid expenses and other current assets in the Unaudited Condensed Consolidated Balance Sheets and within cost of goods sold in the Unaudited Condensed Consolidated Statements of Income, respectively, reflecting recovery of applicable losses including impairment charges of $6 million related to the carrying value of plant and equipment assets lost in or damaged by the fire and initial capital purchases and other costs totaling $4 million that had been incurred by the Company as of February 28, 2022.

Business Acquisitions

Business Acquisitions

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

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable. The majority of cash and cash equivalents is maintained with major financial institutions. Balances with these and certain other institutions exceeded the Federal Deposit Insurance Corporation insured amount of $250 thousand as of February 28, 2022. Concentration of credit risk with respect to accounts receivable is limited because a large number of geographically diverse customers make up the Company’s customer base. The Company controls credit risk through credit approvals, credit limits, credit insurance, letters of credit or other collateral, cash deposits, and monitoring procedures.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

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

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Inventories (Tables)

6 Months Ended

Feb. 28, 2022

Inventory Net [Abstract]

Schedule of Inventories

Inventories consisted of the following (in thousands):

	February 28, 2022		August 31, 2021
Processed and unprocessed scrap metal	$	198,058	$	164,960
Semi-finished goods		18,449		7,671
Finished goods		60,680		39,368
Supplies		46,744		44,428
Inventories	$	323,931	$	256,427

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Business Acquisition (Tables)

6 Months Ended

Feb. 28, 2022

Business Combination And Asset Acquisition [Abstract]

Summary of Provisional Fair Values of Assets Acquired and Liabilities Assumed

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

Cash	$	325
Accounts receivable		22,763
Inventories		10,060
Other current assets		255
Property, plant and equipment		13,570
Operating lease right-of-use assets		254
Goodwill(1)		62,325
Intangibles and other assets		19,741
Total assets acquired		129,293
Current liabilities		11,680
Other liabilities		3,350
Total liabilities assumed		15,030
Net assets acquired	$	114,263

(1) Approximately $59 million of the provisional amount of acquired goodwill is tax deductible.

Summary of Provisional Purchase Price Allocation to Identifiable Intangible Assets and Estimated Useful Lives

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

			Useful Life
Supplier relationships	$	17,245	7
Customer relationships		2,496	7
	$	19,741

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Goodwill (Tables)

6 Months Ended

Feb. 28, 2022

Goodwill And Intangible Assets Disclosure [Abstract]

Schedule of Gross Change in Carrying Amount of Goodwill

The gross change in the carrying amount of goodwill for the six months ended February 28, 2022 was as follows (in thousands):

	Goodwill
August 31, 2021	$	170,304
Additions(1)		62,325
Foreign currency translation adjustment		(92	)
February 28, 2022	$	232,537

(1) Additions relate entirely to the acquired Columbus Recycling business, and the amount of acquired goodwill is provisional as of February 28, 2022. See Note 3 – Business Acquisitions.

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Commitments and Contingencies (Tables)

6 Months Ended

Feb. 28, 2022

Commitments And Contingencies Disclosure [Abstract]

Schedule of Environmental Liabilities

Changes in the Company’s environmental liabilities for the six months ended February 28, 2022 were as follows (in thousands):

Balance as of September 1, 2021		Liabilities Established (Released), Net		Payments and Other			Balance as of February 28, 2022		Short-Term		Long-Term
$	77,128	$	6,986	$	(16,283	)	$	67,831	$	12,987	$	54,844

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Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Feb. 28, 2022

Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Loss

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

	Three Months Ended February 28, 2022									Three Months Ended February 28, 2021
	Foreign Currency Translation Adjustments			Pension Obligations, Net			Total			Foreign Currency Translation Adjustments			Pension Obligations, Net			Total
Balances - December 1 (Beginning of period)	$	(32,724	)	$	(2,555	)	$	(35,279	)	$	(33,945	)	$	(2,947	)	$	(36,892	)
Other comprehensive income before reclassifications		722			—			722			1,572			—			1,572
Income tax (expense)		—			—			—			—			—			—
Other comprehensive income before reclassifications, net of tax		722			—			722			1,572			—			1,572
Amounts reclassified from accumulated other comprehensive loss		—			154			154			—			49			49
Income tax (benefit)		—			(35	)		(35	)		—			(11	)		(11	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		—			119			119			—			38			38
Net periodic other comprehensive income		722			119			841			1,572			38			1,610
Balances - February 28 (End of period)	$	(32,002	)	$	(2,436	)	$	(34,438	)	$	(32,373	)	$	(2,909	)	$	(35,282	)

	Six Months Ended February 28, 2022									Six Months Ended February 28, 2021
	Foreign Currency Translation Adjustments			Pension Obligations, Net			Total			Foreign Currency Translation Adjustments			Pension Obligations, Net			Total
Balances - September 1 (Beginning of period)	$	(31,609	)	$	(2,945	)	$	(34,554	)	$	(34,184	)	$	(2,687	)	$	(36,871	)
Other comprehensive (loss) income before reclassifications		(393	)		451			58			1,811			(385	)		1,426
Income tax (expense) benefit		—			(101	)		(101	)		—			87			87
Other comprehensive (loss) income before reclassifications, net of tax		(393	)		350			(43	)		1,811			(298	)		1,513
Amounts reclassified from accumulated other comprehensive loss		—			205			205			—			98			98
Income tax (benefit)		—			(46	)		(46	)		—			(22	)		(22	)
Amounts reclassified from accumulated other comprehensive loss, net of tax		—			159			159			—			76			76
Net periodic other comprehensive (loss) income		(393	)		509			116			1,811			(222	)		1,589
Balances - February 28 (End of period)	$	(32,002	)	$	(2,436	)	$	(34,438	)	$	(32,373	)	$	(2,909	)	$	(35,282	)

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Revenue (Tables)

6 Months Ended

Feb. 28, 2022

Revenue From Contract With Customer [Abstract]

Summary of Revenues Disaggregated by Major Product and Sales Destination

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

	Three Months Ended February 28,				Six Months Ended February 28,
	2022		2021		2022		2021
Major product information:
Ferrous revenues	$	438,314	$	322,679	$	904,170	$	574,885
Nonferrous revenues		196,142		147,322		390,571		267,031
Steel revenues(1)		116,196		99,191		219,434		187,605
Retail and other revenues		32,546		30,919		67,141		62,697
Total revenues	$	783,198	$	600,111	$	1,581,316	$	1,092,218
Revenues based on sales destination:
Foreign	$	435,471	$	332,197	$	906,644	$	600,596
Domestic		347,727		267,914		674,672		491,622
Total revenues	$	783,198	$	600,111	$	1,581,316	$	1,092,218

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

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Share-based Compensation (Tables)

6 Months Ended

Feb. 28, 2022

Share Based Compensation [Abstract]

Key Assumptions for a Monte-Carlo Simulation Model Utilized to Estimate the Fair Value of Performance Share awards

The Company estimated the fair value of performance share awards granted in the first quarter of fiscal 2022 using a Monte-Carlo simulation model utilizing several key assumptions, including the following:

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

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Net Income Per Share (Tables)

6 Months Ended

Feb. 28, 2022

Earnings Per Share [Abstract]

Schedule of Calculation of Numerator and Denominator in Earnings Per Share

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

	Three Months Ended February 28,						Six Months Ended February 28,
	2022			2021			2022			2021
Income from continuing operations	$	38,136		$	45,649		$	85,441		$	60,755
Net income attributable to noncontrolling interests		(550	)		(1,091	)		(1,627	)		(2,051	)
Income from continuing operations attributable to SSI shareholders		37,586			44,558			83,814			58,704
Income (loss) from discontinued operations, net of tax		29			30			—			(12	)
Net income attributable to SSI shareholders	$	37,615		$	44,588		$	83,814		$	58,692
Computation of shares:
Weighted average common shares outstanding, basic		28,231			27,991			28,195			27,899
Incremental common shares attributable to dilutive performance share awards, restricted stock units and deferred stock units		1,481			871			1,603			774
Weighted average common shares outstanding, diluted		29,712			28,862			29,798			28,673

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Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	3 Months Ended			6 Months Ended		12 Months Ended
	Feb. 28, 2022	Nov. 30, 2021	Aug. 31, 2021	Feb. 28, 2022	Feb. 28, 2021	Aug. 31, 2021
Significant Accounting Policies [Line Items]
Bank Overdrafts	$ 45,000,000		$ 47,000,000	$ 45,000,000		$ 47,000,000
Repayment of Advances with Scrap Metal				6,000,000	$ 5,000,000
Insurance receivable	0		10,000,000	0		10,000,000
Proceeds from legal settlements				8,000,000		8,000,000
Investment, Original Cost	6,000,000			6,000,000
Insurance recovery gain	12,000,000	$ 3,000,000		15,000,000
Increase in insurance receivable				25,000,000
Received payment related to claims from various insurers				30,000,000
Insurance amount received				25,000,000
Impairment charges related to carrying value of plant and equipment assets lost in or damaged by fire	6,000,000
Initial capital purchases and other costs of assets	4,000,000
Cash, FDIC Insured Amount	250,000			250,000
Cost of Goods Sold
Significant Accounting Policies [Line Items]
Insurance recovery gain			10,000,000
Prepaid Expenses and Other Current Assets
Significant Accounting Policies [Line Items]
Prepaid expense	16,000,000		22,000,000	16,000,000		22,000,000
Prepaid Expenses and Other Current Assets | Cost of Goods Sold
Significant Accounting Policies [Line Items]
Insurance recovery gain	10,000,000
Other Noncurrent Assets
Significant Accounting Policies [Line Items]
Insurance receivable	20,000,000		21,000,000	20,000,000		21,000,000
Property loss and damage and business interruption claims environmental claims insurance receivable	10,000,000		10,000,000	10,000,000		10,000,000
Environmental claims insurance receivable	6,000,000		6,000,000	6,000,000		6,000,000
Workers' Compensation insurance receivables	4,000,000		4,000,000	4,000,000		4,000,000
Investment, Carrying Value	$ 6,000,000		$ 6,000,000	6,000,000		$ 6,000,000
Other Accrued Liabilities
Significant Accounting Policies [Line Items]
Received payment related to claims from various insurers				$ 5,000,000

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Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	Feb. 28, 2022	Aug. 31, 2021
Inventory Net [Abstract]
Processed and unprocessed scrap metal	$ 198,058	$ 164,960
Semi-finished goods	18,449	7,671
Finished goods	60,680	39,368
Supplies	46,744	44,428
Inventories	$ 323,931	$ 256,427

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Business Acquisition - Additional Information (Details) $ in Millions		3 Months Ended		6 Months Ended
	Oct. 01, 2021 USD ($) Facility	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Business Acquisition [Line Items]
Percentage of unaudited amount of revenues		6.00%	6.00%	6.00%	6.00%
Columbus Recycling
Business Acquisition [Line Items]
Metals recycling facilities acquired | Facility	8
Business acquisition, effective date of acquisition	Oct. 01, 2021
Cash purchase price	$ 107
Business acquisition, payments to acquire estimated net working capital	7
Business acquisition, total purchase consideration	$ 114

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Business Acquisition - Summary of Provisional Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Feb. 28, 2022	Oct. 01, 2021	Aug. 31, 2021
Business Acquisition [Line Items]
Goodwill	$ 232,537		$ 170,304
Columbus Recycling
Business Acquisition [Line Items]
Cash		$ 325
Accounts receivable		22,763
Inventories		10,060
Other current assets		255
Property, plant and equipment		13,570
Operating lease right-of-use assets		254
Goodwill		62,325
Intangibles and other assets		19,741
Total assets acquired		129,293
Current liabilities		11,680
Other liabilities		3,350
Total liabilities assumed		15,030
Net assets acquired		$ 114,263

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Business Acquisition - Summary of Provisional Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical) (Details) $ in Millions	Oct. 01, 2021 USD ($)
Columbus Recycling
Business Acquisition [Line Items]
Tax deductible amount of acquired goodwill	$ 59

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Business Acquisition - Summary of Provisional Purchase Price Allocation to Identifiable Intangible Assets and Estimated Useful Lives (Details) - Columbus Recycling $ in Thousands	Oct. 01, 2021 USD ($)
Acquired Finite Lived Intangible Assets [Line Items]
Identifiable intangible assets	$ 19,741
Supplier Relationships
Acquired Finite Lived Intangible Assets [Line Items]
Identifiable intangible assets	$ 17,245
Identifiable intangible assets, useful life	7 years
Customer Relationships
Acquired Finite Lived Intangible Assets [Line Items]
Identifiable intangible assets	$ 2,496
Identifiable intangible assets, useful life	7 years

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Goodwill - Schedule of Gross Change in Carrying Amount of Goodwill (Details) $ in Thousands	6 Months Ended
	Feb. 28, 2022 USD ($)
Goodwill [Roll Forward]
Goodwill, beginning of period	$ 170,304
Additions	62,325
Foreign currency translation adjustment	(92)
Goodwill, end of period	$ 232,537

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Goodwill - Additional Information (Details) - USD ($) $ in Millions	Feb. 28, 2022	Aug. 31, 2021
Goodwill And Intangible Assets Disclosure [Abstract]
Goodwill, impaired, accumulated impairment loss	$ 471	$ 471

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Commitments and Contingencies - Schedule of Environmental Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended
	Feb. 28, 2022	Aug. 31, 2021
Accrual for Environmental Loss Contingencies [Roll Forward]
Beginning Balance	$ 77,128
Liabilities Established (Released), Net	6,986
Payments and Other	(16,283)
Ending Balance	67,831
Short-Term	12,987	$ 24,743
Long-Term	$ 54,844	$ 52,385

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Commitments and Contingencies - Recycling Operations - Recycling Operations (Details)	1 Months Ended				3 Months Ended	6 Months Ended
	Feb. 28, 2021 USD ($)	Apr. 30, 2020 USD ($)	Dec. 31, 2017 potentially_responsible_party	Jan. 31, 2017 USD ($)	May 31, 2020 USD ($)	Feb. 28, 2022 USD ($)	Aug. 31, 2021 USD ($)	Jan. 30, 2017 potentially_responsible_party party	Aug. 31, 2007 USD ($)
Loss Contingencies [Line Items]
Accrual for Environmental Loss Contingencies						$ 67,831,000	$ 77,128,000
Liabilities Established						6,986,000
Insurance receivable						0	10,000,000
Other Noncurrent Assets
Loss Contingencies [Line Items]
Insurance receivable						20,000,000	21,000,000
Portland Harbor Superfund Site
Loss Contingencies [Line Items]
Accrual for Environmental Loss Contingencies						5,000,000	$ 6,000,000
Number Of Other Potentially Responsible Parties Signing Settlement Agreement and Order on Consent | potentially_responsible_party			3
Number of Years for Pre-Remedial Design			2 years
Site contingency expected completion term for remedial design		4 years
Site contingency EPA estimated completion cost for remedial design		$ 4,000,000
Liabilities Established					$ 3,000,000
Number Of Potentially Responsible Parties Joining Allocation Process | potentially_responsible_party								100
Parties named in Litigation | party								30
Portland Harbor Superfund Site | Other Noncurrent Assets
Loss Contingencies [Line Items]
Insurance receivable						$ 2,300,000
Portland Harbor Superfund Site | Minimum
Loss Contingencies [Line Items]
Insurance receivable	$ 3,000,000
Percentage of area require active clean up in remedial design phase	100.00%
Lower Willamette Group | Portland Harbor Superfund Site | Minimum
Loss Contingencies [Line Items]
Remedial Investigation and Feasibility Study Costs									$ 155,000,000
Potential Responsible Parties | Portland Harbor Superfund Site
Loss Contingencies [Line Items]
Estimated Cost of Selected Remedy Undiscounted				$ 1,700,000,000
Estimated Cost of Selected Remedy Discounted				$ 1,050,000,000.00
Estimated Cost of Selected Remedy, Discount Rate				7.00%
Site Contingency, Estimated Construction Time Frame				13 years
Potential Responsible Parties | Portland Harbor Superfund Site | Minimum
Loss Contingencies [Line Items]
Estimated Cost of Selected Remedy, Range				50.00%
Potential Responsible Parties | Portland Harbor Superfund Site | Maximum
Loss Contingencies [Line Items]
Estimated Cost of Selected Remedy, Range				(30.00%)

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Commitments and Contingencies - Recycling Operations - Other Legacy (Details) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Feb. 28, 2022	Feb. 28, 2022	Aug. 31, 2018	Aug. 31, 2021
Loss Contingencies [Line Items]
Accrual for Environmental Loss Contingencies	$ 67,831,000	$ 67,831,000		$ 77,128,000
Legacy Environmental Site 1 - Remediation of Shredder Residue
Loss Contingencies [Line Items]
Environmental remediation expense accrued in the period			$ 4,000,000
Accrual for Environmental Loss Contingencies	4,000,000	4,000,000		4,000,000
Legacy Environmental Site 1 - Remediation of Shredder Residue | Minimum
Loss Contingencies [Line Items]
Loss contingency, range of possible loss	0	0
Legacy Environmental Site 1 - Remediation of Shredder Residue | Maximum
Loss Contingencies [Line Items]
Loss contingency, range of possible loss	28,000,000	28,000,000
Legacy Environmental Site 2 - Remediation of Soil and Groundwater Conditions
Loss Contingencies [Line Items]
Accrual for Environmental Loss Contingencies	8,000,000	8,000,000		19,000,000
Soil Remediation Activities
Loss Contingencies [Line Items]
Accrued for certain soil remediation activities	3,000,000
Protection of Public Water Supplies
Loss Contingencies [Line Items]
Payment to municipality	11,000,000
Legacy Remediation of Site Previously Owned and Operated
Loss Contingencies [Line Items]
Accrual for Environmental Loss Contingencies	$ 8,000,000	8,000,000		$ 8,000,000
Metals Contamination
Loss Contingencies [Line Items]
Litigation settlement, cost of remedial action		7,900,000
Litigation settlement, amount payment other party		$ 7,600,000

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Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Increase (Decrease) In Accumulated Other Comprehensive Loss [Roll Forward]
Beginning balance	$ 874,756	$ 688,548	$ 839,779	$ 680,436
Total other comprehensive income, net of tax	841	1,610	116	1,589
Ending balance	904,649	734,039	904,649	734,039
Foreign Currency Translation Adjustments
Increase (Decrease) In Accumulated Other Comprehensive Loss [Roll Forward]
Beginning balance	(32,724)	(33,945)	(31,609)	(34,184)
Other comprehensive (loss) income before reclassifications	722	1,572	(393)	1,811
Income tax (expense) benefit	0	0	0	0
Other comprehensive (loss) income before reclassifications, net of tax	722	1,572	(393)	1,811
Amounts reclassified from accumulated other comprehensive loss	0	0	0	0
Income tax (benefit)	0	0	0	0
Amounts reclassified from accumulated other comprehensive loss, net of tax	0	0	0	0
Total other comprehensive income, net of tax	722	1,572	(393)	1,811
Ending balance	(32,002)	(32,373)	(32,002)	(32,373)
Pension Obligations, net
Increase (Decrease) In Accumulated Other Comprehensive Loss [Roll Forward]
Beginning balance	(2,555)	(2,947)	(2,945)	(2,687)
Other comprehensive (loss) income before reclassifications	0	0	451	(385)
Income tax (expense) benefit	0	0	(101)	87
Other comprehensive (loss) income before reclassifications, net of tax	0	0	350	(298)
Amounts reclassified from accumulated other comprehensive loss	154	49	205	98
Income tax (benefit)	(35)	(11)	(46)	(22)
Amounts reclassified from accumulated other comprehensive loss, net of tax	119	38	159	76
Total other comprehensive income, net of tax	119	38	509	(222)
Ending balance	(2,436)	(2,909)	(2,436)	(2,909)
Accumulated Other Comprehensive Loss
Increase (Decrease) In Accumulated Other Comprehensive Loss [Roll Forward]
Beginning balance	(35,279)	(36,892)	(34,554)	(36,871)
Other comprehensive (loss) income before reclassifications	722	1,572	58	1,426
Income tax (expense) benefit	0	0	(101)	87
Other comprehensive (loss) income before reclassifications, net of tax	722	1,572	(43)	1,513
Amounts reclassified from accumulated other comprehensive loss	154	49	205	98
Income tax (benefit)	(35)	(11)	(46)	(22)
Amounts reclassified from accumulated other comprehensive loss, net of tax	119	38	159	76
Total other comprehensive income, net of tax	841	1,610	116	1,589
Ending balance	$ (34,438)	$ (35,282)	$ (34,438)	$ (35,282)

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Revenue - Summary of Revenues Disaggregated by Major Product and Sales Destination (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Disaggregation of Revenue [Line Items]
Revenues	$ 783,198	$ 600,111	$ 1,581,316	$ 1,092,218
Ferrous Revenues
Disaggregation of Revenue [Line Items]
Revenues	438,314	322,679	904,170	574,885
Nonferrous Revenues
Disaggregation of Revenue [Line Items]
Revenues	196,142	147,322	390,571	267,031
Steel Revenues
Disaggregation of Revenue [Line Items]
Revenues	116,196	99,191	219,434	187,605
Retail and Other Revenues
Disaggregation of Revenue [Line Items]
Revenues	32,546	30,919	67,141	62,697
Foreign
Disaggregation of Revenue [Line Items]
Revenues	435,471	332,197	906,644	600,596
Domestic
Disaggregation of Revenue [Line Items]
Revenues	$ 347,727	$ 267,914	$ 674,672	$ 491,622

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Revenue - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021	Aug. 31, 2021
Disaggregation of Revenue [Line Items]
Receivables from contracts with customers, net of allowance for credit losses	$ 276		$ 276		$ 210
Percentage of receivables from contracts with customers of accounts receivable	98.00%		98.00%		98.00%
Contract liabilities	$ 11		$ 11		$ 8
Contract liabilities reclassified to revenue		$ 1	$ 7	$ 6
Maximum
Disaggregation of Revenue [Line Items]
Contract liabilities reclassified to revenue	$ 1

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Share-based Compensation - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Feb. 28, 2022	Nov. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase decrease in payouts threshold		20.00%
Restricted Stock Units (“RSUs”)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)		158,656
Vesting term		5 years
Vesting percentage per year		20.00%
Shares granted, fair value		$ 8
Restricted Stock Units (“RSUs”) | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for retirement eligibility for expense to be recognized		5 years
Restricted Stock Units (“RSUs”) | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period for retirement eligibility for expense to be recognized		2 years
Performance Shares (PSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)		153,080
Share-based compensation arrangement by share-based payment award, award requisite performance period		3 years
Shares granted, fair value		$ 8
Performance Shares (PSUs) | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance based awards award payouts threshold		200.00%
Performance Shares (PSUs) | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Performance based awards award payouts threshold		50.00%
Total Shareholder Return (TSR)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)		76,540
Return on Capital Employed Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)		76,540
Deferred stock units ("DSUs")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total fair value of share awards at grant date	$ 1
Deferred stock units ("DSUs") | Non-employee Directors
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted (in shares)	18,924
Deferred stock units ("DSUs") | Non-employee Directors | Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares per stock unit	1

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Share-based Compensation - Summary of Fair Value using Monte-Carlo Simulation Model Utilizing Several Key Assumptions (Details) - Performance Shares (PSUs)	3 Months Ended
	Nov. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected share price volatility	51.60%
Risk-free rate of return	0.61%
Peer Group
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected share price volatility	58.50%
Expected correlation	46.00%

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Income Taxes - Additional Information (Details)	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Income Tax Disclosure [Abstract]
Effective tax rate	24.00%	20.10%	21.30%	22.10%
Federal statutory rate	21.00%

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Net Income Per Share - Schedule of Basic and Diluted Net Income Per Share (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Earnings Per Share [Abstract]
Income from continuing operations	$ 38,136	$ 45,649	$ 85,441	$ 60,755
Net income attributable to noncontrolling interests	(550)	(1,091)	(1,627)	(2,051)
Income from continuing operations attributable to SSI shareholders	37,586	44,558	83,814	58,704
Income (loss) from discontinued operations, net of tax	29	30		(12)
Net income attributable to SSI shareholders	$ 37,615	$ 44,588	$ 83,814	$ 58,692
Computation of shares:
Weighted average common shares outstanding, basic	28,231	27,991	28,195	27,899
Incremental common shares attributable to dilutive performance share awards, restricted stock units and deferred stock units	1,481	871	1,603	774
Weighted average common shares outstanding, diluted	29,712	28,862	29,798	28,673

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Net Income Per Share - Additional Information (Details) - shares	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	311,736	0	199,786	103,566

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Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Feb. 28, 2022	Feb. 28, 2021	Feb. 28, 2022	Feb. 28, 2021
Corporate Joint Venture
Related Party Transaction [Line Items]
Purchases from joint ventures	$ 5	$ 5	$ 11	$ 8