皇冠体育官网证券交易委员会,华盛顿特区20549
形式公布
目前的报告
根据1934年证券交易法第13或15(d)条
报告日期(最早报告事件的日期): | 2007年3月16日 |
Cleveland-Cliffs公司 __________________________________________ ( 注册人的确切名称作为其宪章中指定)
俄亥俄州 | 1 - 8944 | 34 - 1464672 |
_____________________ (州或其他司法管辖区 |
_____________ (委员会 |
______________ (国税局雇主 |
合并) | 文件数量) | 识别号) |
俄亥俄州皇冠体育市苏必利尔大道1100号 | 44114 - 2589 | |
_________________________________ (主要行政办事处地址) |
___________ (邮政编码) |
注册人的电话号码,包括地区号码: | 216-694-5700 |
不适用 ______________________________________________ 前名或前地址,如果改变了自去年报告
如果8-K表格的提交是为了同时满足注册人在以下任何规定下的提交义务,请勾选以下适当的方框:
[]根据《证券法》(17 CFR 230.425)第425条进行的书面沟通
[]根据《交易法》(17 CFR 240.14a-12)第14a-12条征求材料
[]根据《交易法》第14d-2(b)条(17 CFR 240.14d-2(b)条)进行的开工前通信
[]根据《交易法》第13e-4(c)条(17 CFR 240.13e-4(c)条)进行的开工前通信
项目8.01其他事项。
Cleveland-Cliffs Inc published a news release dated March 16, 2007 as follows:
SFAS 133 Interpretation Extends Cleveland-Cliffs’ 2006 10-K Filing Delay
Cleveland, OH—March 16, 2007—Cleveland-Cliffs Inc (NYSE: CLF) confirmed today that its Annual Report on Form 10-K for the fiscal year ended December 31, 2006, will be filed late due to the need to resolve an issue relating to the application of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS 133). Cleveland-Cliffs and its auditors are working to complete the process and file its Form 10-K as soon as is practicable, although the timing of any resolution is uncertain.
The filing of the Company’s 10-K was initially delayed due to a review undertaken in connection with a concern raised anonymously through the Company's Ethics Hotline, as announced in a March 2, 2007, press release. The Company’s Audit Committee, following an investigation by internal audit and outside legal counsel, found no merit or substance to the allegation. The Audit Committee has reviewed its conclusion with the Company’s independent accountants.
Chief Executive Officer and President Joseph A. Carrabba stated: "While we regret the delay in completing the filing of our 2006 results, as is our corporate governance practice, we will not compromise accuracy or transparency for speed. We remain focused on 2007 business objectives and see no fundamental change in our business outlook."
2006 Stockpile Sale Pushed into 2007
While the Hotline allegation was found to be without merit, a review of revenue recognition policies was undertaken. This review initially focused on sales out of the Company’s ore stockpiles in the fourth quarter of 2006. Under long-term "take or pay" customer contracts, the customers purchased 1.1 million tons of pellets in stockpile in 2006 and, in fact, paid the Company $62.5 million for the ore in December 2006. At the request of the customers, however, the ore was not shipped.
In a change from the Company’s earnings release dated February 21, 2007, it was determined that these transactions cannot be reported as 2006 sales. The December transactions will now be recognized as sales in 2007, thereby reducing 2006 pre-tax income by $21.7 million. Accordingly, this will result in the Company increasing its previously announced 2007 North American pellet sales forecast from 21 million to 22 million tons.
Sales Contracts Being Reviewed for Embedded Derivatives
In conjunction with the review of revenue recognition policies, it was concluded that at least one Cleveland-Cliffs sales contract contains an embedded derivative under SFAS 133. The embedded derivative is related to how certain contractual steel prices are set against specific indices and affects the calculations of the Company’s revenue. The Company is currently examining other similar contracts for possible embedded derivatives. The identification of and accounting for derivative instruments under SFAS 133 is extremely detailed and complex. Accordingly, the timing of completion and the outcome of the Company’s analysis cannot be determined at this time. Any adjustment will have no impact on the Company’s profitability over the life of a contract. However, there may be some timing impacts, either quarter-to-quarter or year-to-year, and prior periods could be affected.
About Cleveland-Cliffs
Cleveland-Cliffs Inc, headquartered in Cleveland, Ohio, is the largest producer of iron ore pellets in North America and sells the majority of its pellets to integrated steel companies in the United States and Canada. Cleveland-Cliffs Inc operates a total of six iron ore mines located in Michigan, Minnesota and Eastern Canada. The Company is majority owner of Portman Limited, an iron ore mining company in Australia, serving the Asian iron ore markets with direct-shipping fines and lump ore.
Forward Looking Statements
This news release contains predictive statements that are intended to be made as "forward-looking" within the safe harbor protections of the Private Securities Litigation Reform Act of 1995. Although the Company believes that its forward-looking statements are based on reasonable assumptions, such statements are subject to risk and uncertainties.
Actual results may differ materially from such statements for a variety of reasons, including: completion of the ongoing audit process and 2006 10-K filing process; successful completion of the Sonoma acquisition; changes in the sales mix; the impact of other price adjustment factors on the Company’s North American sales contracts; changes in demand for iron ore pellets by North American integrated steel producers, or changes in Asian iron ore demand due to changes in steel utilization rates, operational factors, electric furnace production or imports into the United States and Canada of semi-finished steel or pig iron; availability of capital equipment and component parts; availability of float capacity on the Great Lakes; changes in the financial condition of the Company’s partners and/or customers; rejection of major contracts and/or venture agreements by customers and/or participants under provisions of the U.S. Bankruptcy Code or similar statutes in other countries; the impact of consolidation in the steel industry; events or circumstances that could impair or adversely impact the viability of a mine and the carrying value of associated assets; inability to achieve expected production levels; failure to receive or maintain required environmental permits; problems with productivity, labor disputes, weather conditions, fluctuations in ore grade, tons mined, changes in cost factors including energy costs, transportation and employee benefit costs; and the effect of these various risks on the Company's future cash flows, debt levels, liquidity and financial position.
Reference is also made to the detailed explanation of the many factors and risks that may cause such predictive statements to turn out differently, set forth in the Company's Annual Report and Reports on Form 10-K and previous news releases filed with the Securities and Exchange Commission, which are publicly available on Cleveland-Cliffs' website. The information contained in this document speaks as of the date of this news release and may be superseded by subsequent events.
News releases and other information on the Company are available on the Internet at: http://www.cleveland-cliffs.com
SOURCE: Cleveland-Cliffs Inc
CONTACT: Laurie Brlas, 1-216-694-4870
签名
根据1934年《证券交易法》的要求,注册人已正式授权以下签字人代表其签署本报告。
Cleveland-Cliffs公司 | ||||
2007年3月16日 | 由: | 小乔治·w·霍克 |
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姓名:小乔治·w·霍克 | ||||
职务:总法律顾问兼秘书 |