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,
2005
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
|
60045-4811
|
|
|
(Address
of Principal Executive Offices)
|
(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:
| [ ] | 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, 2005, Brunswick Corporation announced its financial results for
the third quarter of 2005 and the full year. The news release issued
by
Brunswick announcing its third quarter 2005 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) the diluted earnings per share for the three months
and nine months ended September 30, 2005, excluding a first quarter
investment sale gain; (ii) net sales excluding acquisitions not reflected in
the
prior year’s results; (iii) net sales excluding businesses divested in 2004; and
(iv) estimated earnings per share for 2005, excluding a first quarter investment
sale gain and certain non-recurring tax benefits, 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:
|
Exhibit
No.
|
Description
of Exhibit
|
|
|
99.1
|
Press
Release, dated October 28, 2005, of Brunswick Corporation, announcing
its third quarter 2005
earnings.
|
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: October 28, 2005 | By: | /s/ ALAN L. LOWE |
| Name: Alan L. Lowe | ||
| Title: Vice President and Controller | ||
EXHIBIT
INDEX:
|
Exhibit
No.
|
Description
of Exhibit
|
|
|
99.1
|
Press
Release, dated October 28, 2005, of Brunswick Corporation, announcing
its
third quarter 2005
earnings.
|