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): January 25,
2007
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
January 25, 2007, Brunswick Corporation (“Brunswick”) announced its financial
results for the fourth quarter of 2006 and the full year. 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 cash used for 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,
an investment sale gain in the first quarter of 2005 and impairment charges
incurred in the fourth quarter of 2006;
(ii)
net sales excluding acquisitions not reflected in the prior year’s results; and
(iii) Brunswick's
effective tax rate excluding the effect of the 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.
2
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
|
Exhibit
No.
|
Description
of Exhibit
|
|
|
99.1
|
News
Release dated January 25, 2007, of Brunswick Corporation, announcing
its
earnings for the fourth quarter 2006 and the full
year.
|
3
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: January 25, 2007 | 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
|
News
Release dated January 25, 2007, of Brunswick Corporation, announcing
its
earnings for the fourth quarter 2006 and the full
year.
|
5