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): September 20,
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
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60045-4811
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|
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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
7.01 Regulation FD Disclosure
On
September 20, 2005, Brunswick Corporation announced new earnings estimates
for
the third quarter of 2005 and the full year. 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.
One
non-GAAP financial measure used in the news release was Brunswick’s estimated
diluted earnings per share for 2005. In the news release, we stated that we
had
previously estimated that diluted earnings per share for 2005 would fall in
the
range of $3.30 to $3.40 but that our current thinking was that a range of $3.20
to $3.25 is more appropriate under the circumstances. In the news release,
the
company noted that the estimate for 2005 excluded a $0.32 per diluted share
gain
on the sale of securities recorded in the first quarter of the year, as well
as
anticipated tax adjustments, which are estimated to be in the same order of
magnitude as a $0.10 per diluted share tax benefit recorded in the third quarter
of 2004.
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) nonrecurring tax benefits in the third quarter
of 2004 and anticipated tax adjustments in 2005, 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
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Press
Release, dated September 20, 2005, of Brunswick
Corporation.
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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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| Dated: September 22, 2005 | By: | /s/ Marschall I. Smith |
|
Name:
Marschall I. Smith
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
|
Press
Release, dated September 20, 2005, of Brunswick
Corporation.
|