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): July 12, 2006
BRUNSWICK
CORPORATION
(Exact
Name of Registrant Specified in Charter)
|
Delaware
|
001-01043
|
36-0848180
|
||
|
(State
or Other
Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
|
1
N. Field Court
Lake
Forest, Illinois
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60045-4811
|
|
|
(Address
of Principal Executive Offices)
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(Zip
Code)
|
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)) |
ITEM
2.02 Results
of Operations and Financial Condition.
On
July
12, 2006, Brunswick Corporation announced expectations for the second quarter
earnings and provided new earnings estimates for the full year 2006. The
news
release issued by Brunswick announcing these estimated 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. 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.
Non-GAAP
financial measures used in the news release were Brunswick’s estimated diluted
earnings per share for the second quarter and the full year 2006. In the
news
release, the Company stated that it expects to report earnings from continuing
operations in the range of $0.93 to $0.94 per diluted share, excluding
tax-related items, which falls in the middle of the Company’s previously
announced estimate of $0.90 to $0.97. In addition, the Company had previously
estimated that diluted earnings per share for the full year 2006 would fall
in
the range of $3.00 to $3.15, excluding tax-related items, but that a range
of
$2.40 to $2.55, also excluding tax-related items, is currently more appropriate
under the circumstances. In the news release, Brunswick also stated that
in 2005
the Company reported earnings from continuing operations of $3.13 per diluted
share, excluding stock sale gains and tax-related items.
Brunswick
has used 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. Brunswick’s management believes that presentation of
earnings per share excluding (i) non-recurring tax items, and (ii) a first
quarter 2005 gain on the sale of securities provide a more meaningful comparison
to prior results.
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
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
|
News Release,
dated July 12, 2006, of Brunswick
Corporation.
|
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 | ||
| |
|
|
| Date: July 12, 2006 | By: | /s/ MARSCHALL I. SMITH |
| Name: Marschall I. Smith | ||
| Title: Vice President, General Counsel and Secretary | ||
EXHIBIT
INDEX:
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Exhibit
No.
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Description
of Exhibit
|
|
|
99.1
|
News Release,
dated July 12, 2006, of Brunswick
Corporation.
|