Schnitzer Reports Third Quarter Fiscal 2022 Financial Results

Best Third Quarter Earnings in Company's History

Acquisition of Encore Recycling's Operating Assets Expands Company's Southeast Platform

Schnitzer Steel Industries, Inc. (NASDAQ: SCHN) today reported results for its third quarter of fiscal 2022 ended May 31, 2022.

Third Quarter Fiscal 2022 Highlights

  • Diluted earnings per share from continuing operations of $2.52 compared to $2.16 in the third quarter of fiscal 2021
  • Adjusted diluted earnings per share from continuing operations of $2.59 compared to adjusted diluted earnings per share of $2.20 in the third quarter of fiscal 2021
  • Net income of $76 million compared to $65 million in the third quarter of fiscal 2021
  • Adjusted EBITDA of $119 million compared to $97 million in the third quarter of fiscal 2021

The Company’s third quarter performance benefited from strong global demand for recycled metals and robust West Coast market conditions for finished steel products which was reflected in higher average selling prices for ferrous, nonferrous and finished steel products. Average ferrous and nonferrous selling prices in the quarter were at or near multi-year highs, while average finished steel selling prices were the highest on record.

Tamara Lundgren, Chairman and Chief Executive Officer, stated, “Our record results this quarter reflected excellent operational performance during a quarter marked by strong movements in demand and prices, reflecting both short-term disruptions and underlying positive structural trends supporting increased use of recycled metals in manufacturing. At the end of April, we acquired the assets of Encore Recycling in Georgia, including our first metal shredding operation in the Southeast, which increases our Southeast regional footprint to 24 facilities across five states. We expect this region to see both a significant increase in steelmaking and in auto and industrial manufacturing in the coming years.”

Ms. Lundgren continued, “Low carbon technologies are widely acknowledged to be more metal intensive than the technologies that they are replacing. The use of recycled metals, which require less carbon to produce than mined metals, provides an important solution for companies, industries and governments that are focused on carbon reduction and are committed to reducing material directed to landfills. Our investments in advanced metal recovery technology systems and the expansion of our operating platform are providing us with recycled ferrous and nonferrous products that can serve this increasing demand.”

Summary Results

 

 

 

 

 

($ in millions, except per share amounts, and prices per ton/pound)

 

 

 

 

 

 

Quarter

Nine Months Ended

 

3Q22

2Q22

3Q21

2022

2021

Revenues

$

1,010

 

$

783

 

$

821

 

$

2,591

 

$

1,913

 

Gross margin (total revenues less cost of goods sold)

$

176

 

$

113

 

$

142

 

$

403

 

$

328

 

Selling, general and administrative expense

$

78

 

$

61

 

$

62

 

$

194

 

$

166

 

Net income

$

76

 

$

38

 

$

65

 

$

161

 

$

126

 

Net income per ferrous ton

$

67

 

$

36

 

$

54

 

$

48

 

$

39

 

Diluted earnings per share from continuing

operations attributable to SSI shareholders

 

 

 

 

 

Reported

$

2.52

 

$

1.27

 

$

2.16

 

$

5.33

 

$

4.23

 

Adjusted(1)

$

2.59

 

$

1.38

 

$

2.20

 

$

5.54

 

$

4.31

 

Adjusted EBITDA(1)

$

119

 

$

75

 

$

97

 

$

272

 

$

209

 

Adjusted EBITDA per ferrous ton(1)

$

105

 

$

70

 

$

80

 

$

81

 

$

64

 

 

 

 

 

 

 

Ferrous sales volumes (LT, in thousands)

 

1,129

 

 

1,071

 

 

1,215

 

 

3,349

 

 

3,245

 

Avg. net ferrous sales prices ($/LT)(2)

$

541

 

$

445

 

$

400

 

$

477

 

$

354

 

Nonferrous sales volumes (pounds, in millions)(3)

 

201

 

 

147

 

 

156

 

 

502

 

 

430

 

Avg. nonferrous sales prices ($/pound)(2)(3)

$

1.12

 

$

1.10

 

$

0.97

 

$

1.10

 

$

0.82

 

Finished steel average net sales price ($/ST)(2)

$

1,129

 

$

1,045

 

$

802

 

$

1,059

 

$

709

 

Finished steel sales volumes (ST, in thousands)

 

135

 

 

106

 

 

153

 

 

340

 

 

423

 

Rolling mill utilization (%)

 

96

%

 

86

%

 

98

%

 

87

%

 

94

%

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

(1)

See Non-GAAP Financial Measures for reconciliation to U.S. GAAP.

(2)

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

(3)

Nonferrous sales volumes and average nonferrous prices excludes platinum group metals (PGMs) in catalytic converters.

Third Quarter Fiscal 2022 Financial Review and Analysis

Net income of $76 million and adjusted EBITDA of $119 million in the third quarter of fiscal 2022 reflected significantly higher year-over-year average net selling prices for ferrous, nonferrous and finished steel products. Contributing to the strong performance during the quarter were higher year-over-year sales volumes for nonferrous metals and an expansion in metal spreads on certain ferrous sales contracted prior to the market price declines that occurred during the latter part of the quarter. In addition, contributions from recent acquisitions and productivity initiatives helped to partially offset inflationary pressure on operating costs. The benefit from average inventory accounting was approximately $4 per ferrous ton in the quarter compared to $7 per ferrous ton in the prior year quarter.

Ferrous sales volumes were up 5% sequentially, supported by contributions from acquisitions, but down 7% year-over-year due to the impact of market volatility on demand in the second half of the quarter, which delayed contracting and shipping bulk cargoes. Nonferrous sales volumes were up 29% year-over-year, benefiting from strong global demand and an easing of supply chain and logistics disruptions. Average ferrous and nonferrous net selling prices were up year-over-year by 35% and 15%, respectively, supported by strong global demand.

Finished steel sales volumes were down year-over-year 12%, reflecting ongoing logistics challenges, but up sequentially 27% as sales volumes benefited from an improvement in supply chain disruptions and the resolution in April of the Seattle, WA concrete industry drivers' strike. The mill achieved an average utilization of 96% in the quarter. Average net selling prices for finished steel products increased year-over-year by 41%, reaching all-time highs.

Operating cash flow in the quarter was $45 million, as cash flows associated with profitability more than offset the increase in working capital resulting primarily from the higher price environment and inventories. Capital expenditures were $29 million in the quarter, including investments in advanced metal recovery technologies, maintaining the business and environmental projects. Total debt at the end of the quarter was $322 million, and debt, net of cash, was $306 million. The increase in debt in fiscal 2022 was primarily driven by the acquisition of the assets of Columbus Recycling and Encore Recycling and higher working capital. The Company’s effective tax rate for the third quarter was an expense of 21%, and included benefits from certain discrete tax items during the quarter.

For a reconciliation of adjusted results and debt, net of cash, to U.S. GAAP, see the table provided in the Non-GAAP Financial measures section.

During the third quarter, the Company returned capital to shareholders through its 113th consecutive quarterly dividend and the repurchase of 243,792 shares, or 0.9%, of its Class A common stock in open market transactions pursuant to its authorized share repurchase program.

Declaration of Quarterly Dividend

The Board of Directors declared a cash dividend of $0.1875 per common share, payable July 25, 2022 to shareholders of record on July 11, 2022. Schnitzer has paid a dividend every quarter since going public in November 1993.

Analysts’ Conference Call: Third Quarter of Fiscal 2022

A conference call and slide presentation to discuss results will be held today, June 29, 2022, at 11:30 a.m. Eastern and will be hosted by Tamara L. Lundgren, Chairman and Chief Executive Officer, and Richard Peach, Executive Vice President, Chief Financial Officer and Chief Strategy Officer. The call and the slide presentation will be webcast and accessible on the Company’s website under Company > Investors > Event Calendar at www.schnitzersteel.com/company/investors/event-calendar.

Summary financial data is provided in the following pages. The slide presentation and related materials will be available prior to the call on the above website.

About Schnitzer Steel Industries, Inc.

Schnitzer Steel Industries, Inc. operates at the intersection of metals recovery, reuse, recycling, and manufacturing. Schnitzer is one of the largest manufacturers and exporters of recycled metal products in North America with operating facilities located in 25 states, Puerto Rico and Western Canada. Schnitzer has seven deep water export facilities located on both the East and West Coasts and in Hawaii and Puerto Rico. The Company’s integrated operating platform also includes 50 stores which sell serviceable used auto parts from salvaged vehicles and receive over 4.3 million annual retail visits. The Company’s steel manufacturing operations produce finished steel products, including rebar, wire rod and other specialty products. The Company began operations in 1906 in Portland, Oregon.

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

($ in thousands, except per share amounts)

(Unaudited)

 

 

Three Months Ended

Nine Months Ended

 

May 31,

2022

February 28,

2022

May 31,

2021

May 31,

2022

May 31,

2021

Revenues

$

1,010,087

 

$

783,198

 

$

820,718

 

$

2,591,403

 

$

1,912,936

 

Cost of goods sold

 

834,375

 

 

670,539

 

 

678,297

 

 

2,188,158

 

 

1,585,416

 

Selling, general and administrative expense

 

77,672

 

 

61,081

 

 

61,887

 

 

194,020

 

 

165,935

 

Income from joint ventures

 

(762

)

 

(591

)

 

(950

)

 

(1,589

)

 

(2,131

)

Asset impairment charges

 

932

 

 

 

 

 

 

932

 

 

 

Restructuring charges and other exit-related activities

 

26

 

 

4

 

 

104

 

 

52

 

 

982

 

Operating income

 

97,844

 

 

52,165

 

 

81,380

 

 

209,830

 

 

162,734

 

Interest expense

 

(2,223

)

 

(1,901

)

 

(1,383

)

 

(5,496

)

 

(4,387

)

Other loss, net

 

(34

)

 

(55

)

 

(114

)

 

(136

)

 

(521

)

Income from continuing operations before

income taxes

 

95,587

 

 

50,209

 

 

79,883

 

 

204,198

 

 

157,826

 

Income tax expense

 

(20,037

)

 

(12,073

)

 

(14,401

)

 

(43,207

)

 

(31,589

)

Income from continuing operations

 

75,550

 

 

38,136

 

 

65,482

 

 

160,991

 

 

126,237

 

Gain (loss) from discontinued operations, net of tax

 

(46

)

 

29

 

 

(46

)

 

(46

)

 

(58

)

Net income

 

75,504

 

 

38,165

 

 

65,436

 

 

160,945

 

 

126,179

 

Net income attributable to noncontrolling interests

 

(870

)

 

(550

)

 

(1,801

)

 

(2,497

)

 

(3,852

)

Net income attributable to SSI shareholders

$

74,634

 

$

37,615

 

$

63,635

 

$

158,448

 

$

122,327

 

 

 

 

 

 

 

Net income per share attributable to SSI

shareholders:

 

 

 

 

 

Basic:

 

 

 

 

 

Income per share from continuing operations

$

2.65

 

$

1.33

 

$

2.27

 

$

5.63

 

$

4.38

 

Net income per share

$

2.65

 

$

1.33

 

$

2.27

 

$

5.63

 

$

4.38

 

Diluted:

 

 

 

 

 

Income per share from continuing operations

$

2.52

 

$

1.27

 

$

2.16

 

$

5.33

 

$

4.23

 

Net income per share

$

2.52

 

$

1.27

 

$

2.15

 

$

5.33

 

$

4.22

 

Weighted average number of common shares:

 

 

 

 

 

Basic

 

28,143

 

 

28,231

 

 

28,047

 

 

28,161

 

 

27,948

 

Diluted

 

29,625

 

 

29,712

 

 

29,543

 

 

29,741

 

 

28,963

 

Dividends declared per common share

$

0.1875

 

$

0.1875

 

$

0.1875

 

$

0.5625

 

$

0.5625

 

SCHNITZER STEEL INDUSTRIES, INC.

SELECTED OPERATING STATISTICS

(Unaudited)

 

 

 

 

 

YTD

 

1Q22

2Q22

3Q22

2022

Total ferrous volumes (LT, in thousands)(1)

 

1,148

 

 

1,071

 

 

1,129

 

 

3,349

 

Total nonferrous volumes (pounds, in thousands)(1)(2)

 

153,227

 

 

147,145

 

 

201,413

 

 

501,785

 

Ferrous selling prices ($/LT)(3)

 

 

 

 

Domestic

$

431

 

 

418

 

$

516

 

$

458

 

Foreign

$

450

 

 

455

 

$

552

 

$

484

 

Average

$

446

 

 

445

 

$

541

 

$

477

 

Ferrous sales volume (LT, in thousands)

 

 

 

 

Domestic

 

430

 

 

408

 

 

490

 

 

1,329

 

Foreign

 

718

 

 

663

 

 

639

 

 

2,020

 

Total

 

1,148

 

 

1,071

 

 

1,129

 

 

3,349

 

Nonferrous average price ($/pound)(2)(3)

$

1.05

 

$

1.10

 

$

1.12

 

$

1.10

 

Cars purchased (in thousands)(4)

 

80

 

 

73

 

 

84

 

 

237

 

Auto stores at period end

 

50

 

 

50

 

 

50

 

 

50

 

Finished steel average sales price ($/ST)(3)

$

979

 

$

1,045

 

$

1,129

 

$

1,059

 

Sales volume (ST, in thousands)

 

 

 

 

Rebar

 

74

 

 

73

 

 

99

 

 

246

 

Coiled products

 

25

 

 

32

 

 

35

 

 

92

 

Merchant bar and other

 

 

 

1

 

 

1

 

 

2

 

Finished steel products sold

 

99

 

 

106

 

 

135

 

 

340

 

Rolling mill utilization(5)

 

78

%

 

86

%

 

96

%

 

87

%

(1)

Ferrous and nonferrous volumes sold externally and delivered to our steel mill for finished steel production.

(2)

Excludes platinum group metals (“PGMs”) in catalytic converters.

(3)

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

(4)

Cars purchased by auto parts stores only.

(5)

Rolling mill utilization is based on effective annual production capacity under current conditions of 580 thousand tons of finished steel products. (1Q22 impacted by mill shutdown beginning in May 2021 and subsequent ramp-up of operations.)

SCHNITZER STEEL INDUSTRIES, INC.

SELECTED OPERATING STATISTICS

(Unaudited)

 

 

 

 

 

 

Fiscal Year

 

1Q21

2Q21

3Q21

4Q21

2021

Total ferrous volumes (LT, in thousands)(1)

 

1,053

 

 

977

 

 

1,215

 

 

1,163

 

 

4,408

 

Total nonferrous volumes (pounds, in thousands)(1)(2)

 

138,236

 

 

135,899

 

 

155,657

 

 

163,586

 

 

593,378

 

Ferrous selling prices ($/LT)(3)

 

 

 

 

 

Domestic

$

242

 

$

349

 

$

395

 

$

453

 

$

364

 

Foreign

$

276

 

$

399

 

$

401

 

$

446

 

$

385

 

Average

$

269

 

$

387

 

$

400

 

$

449

 

$

381

 

Ferrous sales volume (LT, in thousands)

 

 

 

 

 

Domestic

 

388

 

 

391

 

 

412

 

 

309

 

 

1,500

 

Foreign

 

665

 

 

586

 

 

803

 

 

854

 

 

2,908

 

Total

 

1,053

 

 

977

 

 

1,215

 

 

1,163

 

 

4,408

 

Nonferrous average price ($/pound)(2)(3)

$

0.64

 

$

0.83

 

$

0.97

 

$

1.01

 

$

0.88

 

Cars purchased (in thousands)(4)

 

78

 

 

80

 

 

91

 

 

89

 

 

338

 

Auto stores at period end

 

50

 

 

50

 

 

50

 

 

50

 

 

50

 

Finished steel average sales price ($/ST)(3)

$

621

 

$

690

 

$

802

 

$

920

 

$

737

 

Sales volume (ST, in thousands)

 

 

 

 

 

Rebar

 

94

 

 

103

 

 

106

 

 

50

 

 

353

 

Coiled products

 

39

 

 

32

 

 

47

 

 

14

 

 

132

 

Merchant bar and other

 

1

 

 

1

 

 

 

 

1

 

 

3

 

Finished steel products sold

 

134

 

 

136

 

 

153

 

 

65

 

 

488

 

Rolling mill utilization(5)

 

97

%

 

88

%

 

98

%

 

28

%

 

78

%

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

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

 

(1)

Ferrous and nonferrous volumes sold externally and delivered to our steel mill for finished steel production.

(2)

Excludes platinum group metals (“PGMs”) in catalytic converters.

(3)

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

(4)

Cars purchased by auto parts stores only.

(5)

Rolling mill utilization is based on effective annual production capacity under current conditions of 580 thousand tons of finished steel products. (4Q21 impacted by mill shutdown beginning in May 2021 and subsequent ramp-up of operations.)

SCHNITZER STEEL INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

($ in thousands)

(Unaudited)

 

 

May 31, 2022

August 31, 2021

Assets

 

 

Current assets:

 

 

Cash and cash equivalents

$

16,125

$

27,818

Accounts receivable, net

 

283,819

 

214,098

Inventories

 

439,704

 

256,427

Other current assets

 

48,277

 

44,771

Total current assets

 

787,925

 

543,114

Property, plant and equipment, net

 

629,104

 

562,674

Operating lease right-of-use assets

 

127,311

 

131,221

Goodwill and other assets

 

368,101

 

257,354

Total assets

$

1,912,441

$

1,494,363

 

 

 

Liabilities and Equity

 

 

Current liabilities:

 

 

Short-term borrowings

$

5,764

$

3,654

Operating lease liabilities

 

21,964

 

21,417

Other current liabilities

 

353,135

 

327,779

Total current liabilities

 

380,863

 

352,850

Long-term debt, net of current maturities

 

316,108

 

71,299

Environmental liabilities, net of current portion

 

54,950

 

52,385

Operating lease liabilities, net of current maturities

 

106,745

 

113,165

Other long-term liabilities

 

85,905

 

64,885

Total liabilities

 

944,571

 

654,584

 

 

 

Total Schnitzer Steel Industries, Inc. ("SSI") shareholders' equity

 

963,688

 

835,764

Noncontrolling interests

 

4,182

 

4,015

Total equity

 

967,870

 

839,779

Total liabilities and equity

$

1,912,441

$

1,494,363

Non-GAAP Financial Measures

This press release contains performance based on adjusted diluted earnings per share from continuing operations attributable to SSI shareholders, adjusted EBITDA and adjusted EBITDA per ferrous ton which are non-GAAP financial measures as defined under SEC rules. As required by SEC rules, the Company has provided a reconciliation of these measures for each period discussed to the most directly comparable U.S. GAAP measure. Management believes that providing these non-GAAP financial measures adds a meaningful presentation of our results from business operations excluding adjustments for legacy environmental matters (net of recoveries), business development costs not related to ongoing operations including pre-acquisition expenses, charges related to non-ordinary course legal settlements, restructuring charges and other exit-related activities, asset impairment charges, and the income tax (benefit) expense 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. 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. These non-GAAP financial measures should be considered in addition to, but not as a substitute for, the most directly comparable U.S. GAAP measures.

Reconciliation of adjusted diluted earnings per share from continuing operations attributable to SSI shareholders

($ per share)

Three Months Ended

Nine Months Ended

 

3Q22

2Q22

3Q21

2022

2021

As reported

$

2.52

 

$

1.27

 

$

2.16

 

$

5.33

 

$

4.23

 

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

 

 

 

0.13

 

 

0.01

 

 

0.15

 

 

0.03

 

Business development costs, per share

 

0.03

 

 

0.02

 

 

0.03

 

 

0.07

 

 

0.03

 

Charges related to legal settlements, per share(4)

 

0.02

 

 

 

 

0.01

 

 

0.02

 

 

0.01

 

Restructuring charges and other exit-related activities,

per share

 

 

 

 

 

 

 

 

 

0.03

 

Asset impairment charges, per share

 

0.03

 

 

 

 

 

 

0.03

 

 

 

Income tax benefit allocated to adjustments, per share(2)

 

(0.02

)

 

(0.04

)

 

(0.01

)

 

(0.06

)

 

(0.02

)

Adjusted(3)

$

2.59

 

$

1.38

 

$

2.20

 

$

5.54

 

$

4.31

 

Reconciliation of adjusted EBITDA and adjusted EBITDA per ferrous ton

 

 

($ in millions)

Three Months Ended

Nine Months Ended

 

3Q22

2Q22

3Q21

2022

2021

Net income

$

76

 

$

38

 

$

65

 

$

161

 

$

126

 

Plus interest expense

 

2

 

2

 

1

 

5

 

4

Plus tax expense

 

20

 

 

12

 

 

14

 

 

43

 

 

32

 

Plus depreciation and amortization

 

19

 

 

19

 

 

14

 

 

55

 

 

44

 

Plus charges (recoveries) for legacy environmental matters, net(1)

 

 

 

4

 

 

 

 

5

 

 

1

 

Plus business development costs

 

1

 

 

1

 

 

1

 

 

2

 

 

1

 

Plus restructuring charges and other exit-related activities

 

 

 

 

 

 

 

 

 

1

 

Plus charges related to legal settlements(4)

 

1

 

 

 

 

 

 

1

 

 

 

Plus asset impairment charges

 

1

 

 

 

 

 

 

1

 

 

 

Adjusted EBITDA(3)

$

119

 

$

75

 

$

97

 

$

272

 

$

209

 

 

 

 

 

 

 

Ferrous sales volume (LT, in thousands)

 

1,129

 

 

1,071

 

 

1,215

 

 

3,349

 

 

3,245

 

Adjusted EBITDA per ferrous ton sold ($/LT)

$

105

 

$

70

 

$

80

 

$

81

 

$

64

 

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

 

(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.

(2)

Income tax allocated to the aggregate adjustments reconciling reported and adjusted 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.

(4)

Charges related to legal settlements in the three and nine months ended May 31, 2022 and 2021 related to a claim with a utility provider for past charges.

Reconciliation of debt, net of cash

 

 

 

($ in thousands)

 

 

 

 

May 31, 2022

February 28, 2022

August 31, 2021

Short-term borrowings

$

5,764

$

7,451

$

3,654

Long-term debt, net of current maturities

 

316,108

 

254,126

 

71,299

Total debt

 

321,872

 

261,577

 

74,953

Less: cash and cash equivalents

 

16,125

 

17,823

 

27,818

Total debt, net of cash

$

305,747

$

243,754

$

47,135

Forward Looking Statements

Statements and information included in this press release 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 in this press release to “we,” “our,” “us,” “the Company,” and “SSI” refer to Schnitzer Steel Industries, Inc. and its consolidated subsidiaries.

Forward-looking statements in this press release 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; increased environmental regulations and enforcement; compliance with climate change and greenhouse gas emission laws and regulations; the impact of labor shortages or increased labor costs; reliance on employees subject to collective bargaining agreements; and the impact of the underfunded status of multiemployer plans in which we participate.

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