UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 24, 2003
BRUNSWICK CORPORATION
| Delaware | 001-01043 | 36-0848180 | ||
| (State or Other Jurisdiction of | (Commission File | (IRS Employer | ||
| Incorporation) | Number) | Identification No.) |
1 N. Field Court
Lake Forest, IL 60045-4811
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (847) 735-4700
N/A
(Former Name or Former Address, if Changed Since Last Report)
| Item 7. Financial Statements and Exhibits. | ||||||||
| Item 12. Regulation FD Disclosure. | ||||||||
| SIGNATURE | ||||||||
| INDEX TO EXHIBITS | ||||||||
| Press Release, dated 10/24/03 | ||||||||
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
| Exhibit Number | Description of Exhibit | |||||
| 99.1 | Press Release, dated October 24, 2003, of Brunswick Corporation announcing its third quarter 2003 earnings. |
Item 12. Regulation FD Disclosure.
On October 24, 2003, Brunswick Corporation announced its third quarter 2003 financial results. 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. For purposes of the definition, GAAP refers to generally accepted accounting principles in the United States. Pursuant to the requirements of Regulation G, Brunswick has included, as a part of the news release, a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measure.
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. In addition, Brunswick’s management believes that presentation of 2003 operating earnings and earnings per share excluding a first quarter 2003 litigation charge provides a more meaningful comparison to prior results. Brunswick defines free cash flow as cash flow from operating and investing activities (excluding acquisitions and investments) and excluding financing activities. This quarter, in order to indicate more precisely the cash flow available to fund investment in future growth initiatives, the company has changed its definition of free cash flow to exclude the impact of investments.
The information in this Current Report on Form 8-K is furnished under “Item 12. Results of Operations and Financial Condition” in accordance with SEC Release No. 33-8216. 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 Exchange Act of 1934, or incorporated by reference in
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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.
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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.
Dated: October 24, 2003
| Brunswick Corporation | ||||
| By: | /s/ Peter G. Leemputte | |||
| Peter G. Leemputte | ||||
| Chief Financial Officer | ||||
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INDEX TO EXHIBITS
| 99.1 | Press Release, dated October 24, 2003, of Brunswick Corporation announcing its third quarter 2003 earnings. |
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