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 25,
2006
BRUNSWICK
CORPORATION
(Exact
Name of Registrant Specified in Charter)
|
Delaware
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001-01043
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36-0848180
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||
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(State
or Other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
|
|
1
N. Field Court
Lake
Forest, Illinois
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60045-4811
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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
October 27, 2006, Brunswick Corporation (“Brunswick”) announced its financial
results for the third 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.
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 the non-GAAP
financial measure “free cash flow” is also 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 acquisitions and investments) and excluding
financing activities. In addition, Brunswick’s management believes that
presentation of: (i) diluted
earnings per share excluding non-recurring tax benefits in both 2006 and
2005
and an investment sale gain in the first quarter of 2005;
(ii)
net sales excluding acquisitions not reflected in the prior year’s results; and
(iii) Brunswick's
effective tax rate excluding the effect of non-recurring tax benefits and
the
investment sale, 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
5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On
October 25, 2006, the Board of Directors of Brunswick appointed Cambria W.
Dunaway to the Board of Directors and the Nominating and Corporate Governance
Committee of the Board of Directors. Ms. Dunaway will stand for re-election
at
Brunswick’s 2008 annual meeting of stockholders. Brunswick is not aware of any
transaction requiring disclosure under Item 404(a) of Regulation S-K.
The
news
release announcing the appointment is furnished as Exhibit 99.2 and is
incorporated herein by reference.
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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 October 27, 2006, of Brunswick Corporation, announcing
its
earnings for the third quarter 2006.
News
Release dated October 25, 2006, of Brunswick Corporation, announcing
the
appointment of Cambria W. Dunaway to the Board of
Directors.
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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 | ||
| |
|
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| Date: October 27, 2006 | By: | /s/ MARSCHALL I. SMITH |
| Name: Marschall I. Smith | ||
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Title:
Vice
President, General Counsel and
Secretary
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EXHIBIT
INDEX
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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 October 27, 2006, of Brunswick Corporation, announcing
its
earnings for the third quarter 2006.
News
Release dated October 25, 2006, of Brunswick Corporation, announcing
the
appointment of Cambria W. Dunaway to the Board of
Directors.
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