UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): December 17,
2008
BRUNSWICK
CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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001-01043
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36-0848180
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(State
or Other Jurisdiction of Incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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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
4.02.
Non-Reliance
on Previously Issued Financial Statements or a Related Audit Report or Completed
Interim Review.
(a) On
December 17, 2008, management of the Company, with concurrence of the Audit
Committee of the Company’s Board of Directors (the “Audit Committee”), concluded
that the Company’s previously issued financial statements for the three months
and nine months ended September 27, 2008 (the “Financials”) incorrectly valued
an allowance against deferred tax assets. As a result, the Financials
should no longer be relied upon. In addition, the Company’s prior
related earnings and news releases and similar communications should no longer
be relied upon to the extent they related to the Financials. This
accounting error did not affect the Company’s operating loss or operating cash
flows for the three months and nine months ended September 27,
2008. The Company intends to file amended financial statements in a
Form 10-Q/A for the three and nine month periods ended September 27, 2008 and
September 29, 2007 no later than January 30, 2009.
During
the third quarter of 2008, in accordance with Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“FAS 109”), the Company
recorded a valuation allowance of $155.0 million to reduce certain net deferred
tax assets to their anticipated realizable value. While performing
the Company’s valuation allowance assessment procedures in the fourth quarter of
2008, the Company realized it had incorrectly determined the valuation allowance
against deferred tax assets when it prepared the Financials as of September 27,
2008.
The
Company and its auditors have reached a preliminary conclusion that an
additional valuation allowance should have been recorded at September 27,
2008. The additional valuation allowance relates to deferred tax
assets established in connection with adjustments, primarily pension related,
recorded directly to equity through other comprehensive income, and the impact
of including deferred tax liabilities associated with the amortization of
indefinite lived assets.
The
Company anticipates that this error will result in an additional non-cash income
tax charge related to the valuation allowance of approximately $110 million to
$135 million. As a result of this matter, management will evaluate
the effectiveness of the design and operation of its disclosure controls and
procedures, and will disclose the results of this evaluation in Item 4 of the
Form 10-Q/A to be filed with the Securities and Exchange Commission for the
quarter ended September 27, 2008.
The Audit Committee and management of
the Company have discussed the matter disclosed in this Item 4.02 with the
Company’s independent registered public accounting firm, Ernst & Young
LLP.
Item
7.01. Regulation
FD Disclosure.
The news
release announcing this matter is furnished as Exhibit 99.1 and incorporated by
reference herein. The information in this Item 7.01 and Exhibit 99.1
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section, nor shall it be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, except as expressly set forth by
specific reference in such filing.
This
Current Report on Form 8-K contains forward-looking statements regarding charges
that Brunswick may incur and are indicated by words such as “intends” and other similar
words or phrases. Actual events or results may differ materially from
those described herein. Among the important factors that could cause
future events or results to vary are risks arising from the possibility that the
final accounting and valuation of the assets involved could vary from the
estimates set forth herein. Additional factors that might affect
these forward-looking statements are described in filings with the SEC such as
Brunswick’s most recent Forms 10-K and 10-Q.
Item
9.01.
Financial
Statements and Exhibits
(d) Exhibits.
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Exhibit
No.
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Description
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99.1
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News
Release of the Company issued on December 19,
2008.
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SIGNATURES
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 thereunto duly
authorized.
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BRUNSWICK
CORPORATION
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Date:
December
19, 2008
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By:
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/s/ Peter B. Hamilton | |
| Peter B. Hamilton | |||
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Senior
Vice President and Chief Financial Officer
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