Form 8-K SCHNITZER STEEL INDUSTRI For: Oct 28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

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

Date of report (Date of earliest event reported):��October 28, 2014

Schnitzer Steel Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)

NO CHANGE
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

� Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

� Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

� Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

� Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 �����Results of Operations and Financial Condition

On October 28, 2014, Schnitzer Steel Industries, Inc. (the Company) issued a press release announcing financial results for the three months ended August 31, 2014.��A copy of this press release is being furnished as Exhibit 99.1 to this report on Form 8-K.

Item 9.01 �����Financial Statements and Exhibits

(d)������ �����������Exhibits

99.1����������������Press Release of Schnitzer Steel Industries, Inc. issued on October 28, 2014.

SIGNATURE

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 hereunto duly authorized.

Exhibit Index

Exhibit 99.1

Schnitzer Reports Fourth Quarter and Fiscal 2014 Financial Results

Best Quarterly Consolidated Operating Performance Since 2012

PORTLAND, Ore.--(BUSINESS WIRE)--October 28, 2014--Schnitzer Steel Industries, Inc. (Nasdaq: SCHN) today reported adjusted earnings per share from continuing operations of $0.33 for the fourth quarter ended August 31, 2014, excluding charges attributed to restructuring. The Company reported earnings per share of $0.27 for the fourth quarter ended August 31, 2014, which included a benefit of $0.03 per share from discontinued operations. This compares to third quarter of fiscal 2014 adjusted earnings per share of $0.16 and reported earnings per share of $0.12, both of which included discrete tax benefits of $0.08 per share. Strong operating cash flow of $141 million in fiscal 2014, including $69 million in the fourth quarter, reduced total leverage to 29% as of August 31, 2014.

All three businesses delivered higher volumes sequentially in the fourth quarter and our Metals Recycling and Steel Manufacturing Businesses generated substantially higher profitability. Due to the successful execution of our cost reduction and productivity initiatives, combined with lower market price volatility and higher sales volumes, our Metals Recycling Business generated operating income of $14 per ton, the highest quarterly performance since fiscal 2012. Accelerating demand from West Coast construction markets and the benefits of productivity initiatives drove significant operating leverage in our Steel Manufacturing Business, resulting in operating income of $9 million, SMBs highest quarterly operating income since fiscal 2008. In the Auto Parts Business, higher car purchase volumes in the fourth quarter were largely offset by seasonally lower retail sales, leading to operating income of $5 million. Significant productivity initiatives currently in process within the Auto Parts Business are expected to drive favorable impacts beginning in the second half of fiscal 2015.

Our fourth quarter improvement reflects our strong focus on executing productivity improvements and maximizing market opportunities in a still challenging environment, Tamara Lundgren, President and Chief Executive Officer, commented on the Companys results. In our Metals Recycling Business, the benefits of this focus together with less volatile market conditions and increased ferrous and nonferrous volumes drove significantly higher operating income in the fourth quarter, which represented MRBs best quarter since 2012. In our Steel Manufacturing Business, higher volumes, combined with significant continued production efficiencies, generated operating income which nearly doubled sequentially and was SMBs best quarter since 2008.

Looking at our full fiscal year 2014 performance, we delivered substantially higher profitability year over year due to the successful implementation of our productivity initiatives and the flexibility of our operating platform. Our ability to maximize cash metal spreads and manage working capital efficiently resulted in strong operating cash flow which enabled us to fund capital investments and reduce leverage while returning capital to shareholders through our quarterly dividend. In fiscal 2015, we expect to benefit from the productivity initiatives put in place in early fiscal 2014 and a major initiative in our Auto Parts Business to maximize returns from the higher car volumes.

Key business drivers during the fourth quarter of fiscal 2014:

• Metals Recycling Business (MRB) generated $15 million of operating income, a three-fold increase in profitability sequentially, driven by 7% higher ferrous and 12% higher nonferrous volumes, stable ferrous selling price levels and ongoing contributions from productivity savings.
• Auto Parts Business (APB) operating income of $5 million benefited from record car purchase volumes of 106 thousand which increased 8% sequentially and 13% from the prior year fourth quarter. Initiation of a productivity program during the fourth quarter is expected to provide benefits to profitability in fiscal 2015.
• Steel Manufacturing Business (SMB) operating income of $9 million increased 88% sequentially on 16% higher finished steel shipments, reflecting improving nonresidential demand in the West Coast markets and solid operational execution.

Metals Recycling Business

Sales Volumes: Ferrous sales volumes of 1 million tons in the fourth quarter increased 7% from the third quarter, primarily due to stronger export demand. Nonferrous sales volumes of 156 million pounds increased 12% sequentially, primarily due to higher processed volumes and increased shipments.

Export customers accounted for 70% of total ferrous sales volumes in the fourth quarter. Our ferrous and nonferrous products were shipped to 19 countries, with Turkey, South Korea and Malaysia the top export destinations for ferrous shipments.

Pricing: Export demand strengthened slightly for July and August shipments, while domestic demand remained steady, resulting in average ferrous net sales prices increasing $5 per ton, or 1%, from third quarter levels. Nonferrous prices in the fourth quarter were in line sequentially.

Margins: Operating income of $14 per ferrous ton in the fourth quarter of fiscal 2014 was the highest since fiscal 2012, reflecting a combination of strengthening export market conditions, higher contributions from nonferrous processing, the solid execution of our productivity initiatives and the flexibility of our operating platform which enables us to maximize shipments to markets where demand is highest.

Auto Parts Business

Revenues: Revenues in the fourth quarter increased 5% sequentially resulting from record quarterly car purchase volumes and higher nonferrous processing yields, which more than offset seasonally lower parts sales.

Margins: Operating margins of 5% were lower sequentially, primarily due to seasonally lower parts sales.

Steel Manufacturing Business

Sales Volumes: Finished steel sales volumes of 156 thousand tons increased 16% sequentially and 13% from the prior year fourth quarter due to higher demand for long products on the West Coast.

Pricing: Average net sales prices for finished steel products increased slightly from third quarter levels, largely due to stable scrap prices and increasing demand for finished goods.

Margins: Operating income of $9 million increased sequentially by 88%, reflecting higher sales volumes due to improved demand for finished steel products and increased operating leverage resulting from higher production levels.

Productivity Improvements

During fiscal 2014, we implemented productivity initiatives which delivered $29 million of operating expense reductions. We expect the full annual benefit of approximately $40 million to be achieved in fiscal 2015. These benefits were partially offset by the impact of volatile market conditions during the year, but contributed substantially to the improved results year over year. Related to these initiatives, we incurred charges attributed to restructuring of $3 million, net of tax, or $0.09 per share, in the fourth quarter of fiscal 2014, including $2 million of allocated tax expense. During fiscal 2014, we incurred $7 million, net of tax, or $0.25 per share, of charges attributed to restructuring and other asset impairment charges. The restructuring charges consisted primarily of cash severance costs from headcount reductions, contract termination costs, and other exit-related costs.

Beginning in the fourth quarter, our Auto Parts Business launched productivity initiatives to drive improved profitability through a combination of revenue drivers and cost reduction initiatives. Our targeted annual improvements are approximately $7 million with approximately 50% of that amount expected to benefit the second half of fiscal 2015 and the full annual run rate expected to be reached in fiscal 2016.

Corporate Items

During fiscal 2014, the Company invested $39 million in capital expenditures and returned $20�million to shareholders through dividend payments. Net debt of $294 million at the end of the fourth quarter was $53 million lower than at the end of the third quarter in fiscal 2014. (See Non-GAAP Financial Measures for reconciliation to U.S. GAAP.)

The Companys effective tax rate of 19% for fiscal year 2014 was lower than the federal statutory rate primarily due to the recognition of discrete tax benefits earlier in the year.

Analysts Conference Call: Fourth Quarter of Fiscal 2014

A conference call and slide presentation to discuss results will be held today, October 28, 2014, at 11:30 a.m. ET hosted by Tamara Lundgren, President and Chief Executive Officer, and Richard Peach, Chief Financial Officer. The call and the slides will be webcast and accessible on the Companys website at www.schnitzersteel.com.

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

Non-GAAP Financial Measures

This press release contains certain non-GAAP financial measures as defined under SEC rules such as adjusted operating income, adjusted operating income for MRB, adjusted net income from continuing operations attributable to SSI, adjusted diluted earnings per share from continuing operations attributable to SSI, operating income margin for APB stores owned more than a year and debt, net of cash. As required by SEC rules, the Company has provided reconciliations of these measures to the most directly comparable U.S. GAAP measures. Management believes that each of the foregoing adjusted non-GAAP financial measures provides a meaningful presentation of the Companys results from its core business operations excluding adjustments for restructuring and other exit-related costs and other asset impairment charges that are not related to the Companys ongoing core business operations and improves the period-to-period comparability of the Companys results from its core business operations. In addition, management believes that the non-GAAP financial measure relating to the Auto Parts Business new stores impact provides a meaningful presentation of the operating segments results by excluding operating results relating to newly added stores and thus improves period-to-period comparability of the results of the segments core business. Management believes that debt, net of cash is a useful measure for investors because, as cash and cash equivalents can be used, among other things, to repay indebtedness, netting this against total debt is a useful measure of our leverage. 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.

About Schnitzer Steel Industries, Inc.

Schnitzer Steel Industries, Inc. is one of the largest manufacturers and exporters of recycled ferrous metal products in North America with operating facilities located in 14 states, Puerto Rico and Western Canada. The business has seven deep water export facilities located on both the East and West Coasts and in Hawaii and Puerto Rico. The Companys integrated operating platform also includes its auto parts and steel manufacturing businesses. The Companys auto parts business sells used auto parts through its self-service facilities located in 16 states and Western Canada. With an effective annual production capacity of approximately 800,000 tons, the Companys steel manufacturing business produces finished steel products, including rebar, wire rod and other specialty products. The Company commenced its 109^th year of operations in 2014.

Safe Harbor for 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 to we, our, us and SSI refer to the Company and its consolidated subsidiaries.

Forward-looking statements in this press release include statements regarding our expectations, intentions, beliefs and strategies regarding the future, which may include statements regarding trends, cyclicality and changes in the markets we sell into; strategic direction; changes to manufacturing and production processes; 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 realization of deferred tax assets; planned capital expenditures; liquidity positions; ability to generate cash from continuing operations; the potential impact of adopting new accounting pronouncements; expected results, including pricing, sales volumes and profitability; obligations under our retirement plans; benefits, savings or additional costs from business realignment, cost containment and productivity improvement programs; and the adequacy of accruals.

When used in this report, the words believes, expects, anticipates, intends, assumes, estimates, evaluates, may, could, opinions, forecasts, future, forward, potential, probable, and similar expressions are intended to identify forward-looking statements.

We may make other forward-looking statements from time to time, including in reports filed with the Securities and Exchange Commission, press releases and 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 our most recent annual report on Form 10-K and quarterly report on Form 10-Q. Examples of these risks include: potential environmental cleanup costs related to the Portland Harbor Superfund site; the impact of general economic conditions; volatile supply and demand conditions affecting prices and volumes in the markets for both our products and raw materials we purchase; difficulties associated with acquisitions and integration of acquired businesses; the impact of goodwill impairment charges; the impact of long-lived asset impairment charges; the realization of expected cost reductions related to restructuring initiatives; the benefit of cost containment and productivity improvement programs and initiatives; the inability of customers to fulfill their contractual obligations; the impact of foreign currency fluctuations; potential limitations on our ability to access capital resources and existing credit facilities; restrictions on our business and financial covenants under our bank credit agreement; the impact of the consolidation in the steel industry; the impact of imports of foreign steel into the U.S.; inability to realize expected benefits from investments in technology; freight rates and availability of transportation; impact of equipment upgrades and failures on production; product liability claims; the impact of impairment of our deferred tax assets; the impact of a cybersecurity incident; costs associated with compliance with environmental regulations; the adverse impact of climate change; inability to obtain or renew business licenses and permits; compliance with greenhouse gas emission regulations; reliance on employees subject to collective bargaining agreements; and the impact of the underfunded status of multiemployer plans in which we participate.

CONTACT:
Schnitzer Steel Industries, Inc.
Investor Relations:
Alexandra Deignan, 646-278-9711
[email protected]
or
Media Relations:
Tom Zelenka, 503-323-2821
[email protected]
or
Company Info:
www.schnitzersteel.com
[email protected]

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