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): April 27,
2006
BRUNSWICK
CORPORATION
(Exact
Name of Registrant Specified in Charter)
|
Delaware
|
001-01043
|
36-0848180
|
||
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(State
or Other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
1
N. Field Court
Lake
Forest, Illinois
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60045-4811
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|
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (847) 735-4700
(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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-
12)
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[
]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240, 14d-2(b))
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[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240, 13e-4(c))
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ITEM
2.02 Results of Operations and Financial Condition.
On
April
27, 2006, Brunswick Corporation announced its financial results for the first
quarter of 2006. The news release issued by Brunswick announcing its earnings
is
incorporated herein by reference and is included as Exhibit 99.1 to this
Current
Report on Form 8-K.
In
the
news release, Brunswick uses non-GAAP financial measures. For purposes of
SEC
Regulation G, a “non-GAAP financial measure” is a numerical measure of a
registrant’s historical or future financial performance, financial position or
cash flows that excludes amounts, or is subject to adjustments that have
the
effect of excluding amounts, that are included in the most directly comparable
measure calculated and presented in accordance with GAAP in the statement
of
income, balance sheet or statement of cash flows of the issuer; or includes
amounts, or is subject to adjustments that have the effect of including amounts,
that are excluded from the most directly comparable measure so calculated
and
presented. Operating and statistical measures and certain ratios and other
statistical measures are not non-GAAP financial measures. GAAP refers to
generally accepted accounting principles in the United States.
Some
of
the non-GAAP financial measures included in the news release relate to the
company’s decision
to sell substantially all of its Brunswick New Technologies (BNT) business
unit.
As a result of this decision, the company presents its first quarter results
in
the news release excluding these businesses, as well as the tax-related benefit
and the gain on the sale of securities noted in the news release. Brunswick
believes that the pro forma (non-GAAP) numbers, excluding the results of
BNT,
are more representative of the financial performance of Brunswick’s operations
as a whole. The company has provided the corresponding GAAP measures in the
financial information that follows the body of the press release.
Previously,
all of the BNT businesses were included in the Marine Engine segment. Although
substantially all of the businesses are being held for sale, some minor
businesses will be retained in the Boat, Marine Engine and Fitness segments.
Information for the Bowling & Billiards segment is not affected by the
decision to sell BNT. In accordance with Statement of Financial Accounting
Standards No. 144, Accounting
for the Impairment or Disposal of Long-Lived Assets,
as the
decision to sell substantially all of its BNT business unit was made in the
second quarter, the company will formally disaggregate its financial statements
to account for this decision in the Quarterly Report on Form 10-Q that it
will
file for the second quarter of 2006.
The
news
release also uses the non-GAAP financial measure “free cash flow.” Brunswick’s
management believes that the financial measure “free cash flow” is useful to
investors because it is an indication of cash flow that may be available
for
investment in future growth initiatives. Brunswick defines free cash flow
as
cash flow from operating and investing activities (excluding cash used for
acquisitions and investments), excluding financing activities for continuing
operations. In addition, Brunswick’s management believes that presentation of:
(i) diluted earnings per share for the quarter ended March 31, 2005 and 2006,
excluding a first quarter 2005 investment sale gain and the effect of certain
tax-related items; and (ii) Brunswick’s effective tax rate excluding a tax
reserve reduction, provide a more meaningful comparison to prior
results.
Brunswick
has used some of the financial measures that are included in the news release
for several years, both in presenting its results to stockholders and the
investment community and in its internal evaluation and management of its
businesses. Brunswick’s management believes that these measures (including those
that are “non-GAAP financial measures”) and the information they provide are
useful to investors because they permit investors to view Brunswick’s
performance using the same tools that Brunswick uses and to better evaluate
Brunswick’s ongoing business performance.
The
information in this report and the exhibit attached hereto shall not be deemed
to be “filed” for purposes of Section 18 of the Securities and Exchange Act of
1934, or incorporated by reference in any filing under the Securities Act
of
1933, as amended, or the Exchange Act, except as shall be expressly set forth
by
specific reference in such a filing.
ITEM
8.01 Other Events.
On
April
27, 2006, Brunswick Corporation issued the attached press release announcing
its
decision to sell substantially all of its Brunswick New Technologies (BNT)
business unit. The Board of Directors also authorized Brunswick to repurchase
up
to $500 million of its outstanding common stock, supplanting the $200 million
authorization approved by the Board in May 2005. The press release is filed
as
Exhibit 99.2 to this Current Report and is incorporated by
reference.
ITEM
9.01 Financial Statements and Exhibits.
(c)
Exhibits:
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Exhibit
No.
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Description
of Exhibit
|
|
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99.1
99.2
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News
Release, dated April 27, 2006, of Brunswick Corporation, announcing
its
earnings for the first quarter 2006.
News Release,
dated April 27, 2006, of Brunswick Corporation, announcing its decision
to
sell substantially all of its Brunswick New Technologies (BNT) business
unit and authorized a share repurchase
program.
|
2
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.
| BRUNSWICK CORPORATION | ||
| |
|
|
| Dated: April 27, 2006 | By: | /s/ ALAN L. LOWE |
| Name: Alan L. Lowe | ||
| Title: Vice President and Controller | ||
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EXHIBIT
INDEX:
|
Exhibit
No.
|
Description
of Exhibit
|
|
|
99.1
99.2
|
News Release,
dated April 27, 2006, of Brunswick Corporation, announcing its earnings
for the first quarter 2006.
News Release,
dated April 27, 2006, of Brunswick Corporation, announcing its decision
to
sell substantially all of its Brunswick New Technologies (BNT) business
unit and authorized a share repurchase
program.
|
4