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): April 19, 2012
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 7.01. Regulation FD Disclosure
Brunswick Corporation (the "Company") changed its segment reporting structure and reporting of pension costs during the quarter ended March 31, 2012. This Form 8-K provides restated historical segment results for the three months and year-to-date periods ended during each quarterly period for 2010 and 2011, all reflecting the change in the reporting structure of the Company. These changes do not revise or restate information previously reported in the Consolidated Statements of Operations, Consolidated Balance Sheets, Consolidated Statements of Shareholders' Equity or Consolidated Statements of Cash Flows for the Company and consolidated subsidiaries for any period.
Fiscal Year 2012 Changes to Global Marine Organization Structure
Effective during the quarter ended March 31, 2012, the Company realigned its global marine operations, which resulted in changes to the components of the Marine Engine and Boat reportable segments. Several Brunswick boat brands based in Europe and Asia, which include Quicksilver, Rayglass, Uttern and Valiant boats, each of which were previously included in the Marine Engine segment, are now managed and included as part of the Boat segment.
This alignment allows for a comprehensive strategic approach to boat market opportunities around the globe, and enables us to better share and concentrate our worldwide resources to develop new boats, products and features, and augment our dealer network. This realignment also allows Mercury to focus its full time and attention on implementing its significant growth plans in marine engine and related markets.
Fiscal Year 2012 Changes to Reporting of Pension Costs
Effective during the quarter ended March 31, 2012, the Company started evaluating segment results exclusive of certain costs associated with its defined benefit pension plans. As a result of freezing benefit accruals in its defined benefit pension plans, the Company has elected to allocate only service related costs to the operating segment results and report all other components of pension expense on a separate line included in the segment tables presented below. As a result, Interest cost, Expected return on plan assets, Amortization of net actuarial losses and Curtailment losses previously reported in the Marine Engine and Bowling & Billiards segments, as well as Corporate/Other, are now being reported in Pension - non-service costs. Pension costs associated with Service cost and Amortization of prior service cost, while not significant, remain in the reporting segments as presented in the tables below.
The above changes will be reflected in the management discussion and analysis and the notes to consolidated financial statements for segment reporting beginning in fiscal year 2012, starting with the Form 10-Q for the three months ended March 31, 2012. In advance of the Form 10-Q filing, this document provides restated Net sales, Operating earnings (loss) and Restructuring segment information for the three months and year-to-date periods ended during each quarterly period for 2010 and 2011.
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| | | | | | | | | | | | | | | | | | | | | | | | |
| Brunswick Corporation | | | | | | | | | | | | |
| Segment Restatement | | | | | | | | | | | | |
| 2010 - 2011 | | | | | | | | | | | | |
| (in millions) | | | | | | | | | | | | |
| (unaudited) | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | First Quarter - Year to Date |
| | | Net Sales | | Operating Earnings (Loss) | | Restructuring |
| | | 2011 | | 2010 | | 2011 | | 2010 | | 2011 | | 2010 |
| | | | | | | | | | | | | |
| Marine Engine | | $ | 501.1 |
| | $ | 429.0 |
| | $ | 57.7 |
| | $ | 34.0 |
| | $ | 4.3 |
| | $ | 2.3 |
|
| Boat | | 303.5 |
| | 261.5 |
| | (4.8 | ) | | (28.0 | ) | | 1.0 |
| | 4.2 |
|
| Marine eliminations | | (62.4 | ) | | (57.0 | ) | | — |
| | — |
| | — |
| | — |
|
| Total Marine | | 742.2 |
| | 633.5 |
| | 52.9 |
| | 6.0 |
| | 5.3 |
| | 6.5 |
|
| | | | | | | | | | | | | |
| Fitness | | 156.4 |
| | 119.0 |
| | 23.4 |
| | 9.5 |
| | — |
| | — |
|
| Bowling & Billiards | | 87.3 |
| | 91.9 |
| | 14.2 |
| | 16.1 |
| | — |
| | 0.2 |
|
| Pension - non-service costs | | — |
| | — |
| | (7.6 | ) | | (9.4 | ) | | — |
| | — |
|
| Corporate/Other | | — |
| | — |
| | (15.9 | ) | | (12.1 | ) | | — |
| | 0.7 |
|
| Total | | $ | 985.9 |
| | $ | 844.4 |
| | $ | 67.0 |
| | $ | 10.1 |
| | $ | 5.3 |
| | $ | 7.4 |
|
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| Brunswick Corporation | | | | | | | | | | | | |
| Segment Restatement | | | | | | | | | | | | |
| 2010 - 2011 | | | | | | | | | | | | |
| (in millions) | | | | | | | | | | | | |
| (unaudited) | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Second Quarter - Year to Date |
| | | Net Sales | | Operating Earnings (Loss) | | Restructuring |
| | | 2011 | | 2010 | | 2011 | | 2010 | | 2011 | | 2010 |
| | | | | | | | | | | | | |
| Marine Engine | | $ | 1,090.1 |
| | $ | 982.7 |
| | $ | 157.6 |
| | $ | 129.1 |
| | $ | 4.0 |
| | $ | 4.4 |
|
| Boat | | 659.5 |
| | 584.5 |
| | 5.3 |
| | (51.2 | ) | | 0.9 |
| | 25.9 |
|
| Marine eliminations | | (130.2 | ) | | (119.5 | ) | | — |
| | — |
| | — |
| | — |
|
| Total Marine | | 1,619.4 |
| | 1,447.7 |
| | 162.9 |
| | 77.9 |
| | 4.9 |
| | 30.3 |
|
| | | | | | | | | | | | | |
| Fitness | | 298.0 |
| | 242.2 |
| | 42.5 |
| | 18.2 |
| | 0.1 |
| | 0.1 |
|
| Bowling & Billiards | | 164.8 |
| | 169.2 |
| | 16.7 |
| | 14.7 |
| | — |
| | 0.4 |
|
| Pension - non-service costs | | — |
| | — |
| | (15.2 | ) | | (18.8 | ) | | — |
| | — |
|
| Corporate/Other | | — |
| | — |
| | (32.0 | ) | | (26.2 | ) | | — |
| | 0.8 |
|
| Total | | $ | 2,082.2 |
| | $ | 1,859.1 |
| | $ | 174.9 |
| | $ | 65.8 |
| | $ | 5.0 |
| | $ | 31.6 |
|
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Second Quarter - Quarter to Date |
| | | Net Sales | | Operating Earnings (Loss) | | Restructuring |
| | | 2011 | | 2010 | | 2011 | | 2010 | | 2011 | | 2010 |
| | | | | | | | | | | | | |
| Marine Engine | | $ | 589.0 |
| | $ | 553.7 |
| | $ | 99.9 |
| | $ | 95.1 |
| | $ | (0.3 | ) | | $ | 2.1 |
|
| Boat | | 356.0 |
| | 323.0 |
| | 10.1 |
| | (23.2 | ) | | (0.1 | ) | | 21.7 |
|
| Marine eliminations | | (67.8 | ) | | (62.5 | ) | | — |
| | — |
| | — |
| | — |
|
| Total Marine | | 877.2 |
| | 814.2 |
| | 110.0 |
| | 71.9 |
| | (0.4 | ) | | 23.8 |
|
| | | | | | | | | | | | | |
| Fitness | | 141.6 |
| | 123.2 |
| | 19.1 |
| | 8.7 |
| | 0.1 |
| | 0.1 |
|
| Bowling & Billiards | | 77.5 |
| | 77.3 |
| | 2.5 |
| | (1.4 | ) | | — |
| | 0.2 |
|
| Pension - non-service costs | | — |
| | — |
| | (7.6 | ) | | (9.4 | ) | | — |
| | — |
|
| Corporate/Other | | — |
| | — |
| | (16.1 | ) | | (14.1 | ) | | — |
| | 0.1 |
|
| Total | | $ | 1,096.3 |
| | $ | 1,014.7 |
| | $ | 107.9 |
| | $ | 55.7 |
| | $ | (0.3 | ) | | $ | 24.2 |
|
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| | | | | | | | | | | | | | | | | | | | | | | | |
| Brunswick Corporation | | | | | | | | | | | | |
| Segment Restatement | | | | | | | | | | | | |
| 2010 - 2011 | | | | | | | | | | | | |
| (in millions) | | | | | | | | | | | | |
| (unaudited) | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Third Quarter - Year to Date |
| | | Net Sales | | Operating Earnings (Loss) | | Restructuring |
| | | 2011 | | 2010 | | 2011 | | 2010 | | 2011 | | 2010 |
| | | | | | | | | | | | | |
| Marine Engine | | $ | 1,545.7 |
| | $ | 1,401.8 |
| | $ | 210.5 |
| | $ | 188.2 |
| | $ | 8.2 |
| | $ | 6.1 |
|
| Boat | | 880.6 |
| | 804.5 |
| | (15.9 | ) | | (81.4 | ) | | 9.6 |
| | 36.1 |
|
| Marine eliminations | | (166.9 | ) | | (155.5 | ) | | — |
| | — |
| | — |
| | — |
|
| Total Marine | | 2,259.4 |
| | 2,050.8 |
| | 194.6 |
| | 106.8 |
| | 17.8 |
| | 42.2 |
|
| | | | | | | | | | | | | |
| Fitness | | 455.2 |
| | 379.9 |
| | 65.1 |
| | 35.2 |
| | 0.1 |
| | 0.1 |
|
| Bowling & Billiards | | 244.3 |
| | 243.8 |
| | 19.5 |
| | 15.9 |
| | 0.3 |
| | 0.6 |
|
| Pension - non-service costs | | — |
| | — |
| | (22.8 | ) | | (28.2 | ) | | — |
| | — |
|
| Corporate/Other | | — |
| | — |
| | (45.9 | ) | | (38.7 | ) | | — |
| | 0.9 |
|
| Total | | $ | 2,958.9 |
| | $ | 2,674.5 |
| | $ | 210.5 |
| | $ | 91.0 |
| | $ | 18.2 |
| | $ | 43.8 |
|
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Third Quarter - Quarter to Date |
| | | Net Sales | | Operating Earnings (Loss) | | Restructuring |
| | | 2011 | | 2010 | | 2011 | | 2010 | | 2011 | | 2010 |
| | | | | | | | | | | | | |
| Marine Engine | | $ | 455.6 |
| | $ | 419.1 |
| | $ | 52.9 |
| | $ | 59.1 |
| | $ | 4.2 |
| | $ | 1.7 |
|
| Boat | | 221.1 |
| | 220.0 |
| | (21.2 | ) | | (30.2 | ) | | 8.7 |
| | 10.2 |
|
| Marine eliminations | | (36.7 | ) | | (36.0 | ) | | — |
| | — |
| | — |
| | — |
|
| Total Marine | | 640.0 |
| | 603.1 |
| | 31.7 |
| | 28.9 |
| | 12.9 |
| | 11.9 |
|
| | | | | | | | | | | | | |
| Fitness | | 157.2 |
| | 137.7 |
| | 22.6 |
| | 17.0 |
| | — |
| | — |
|
| Bowling & Billiards | | 79.5 |
| | 74.6 |
| | 2.8 |
| | 1.2 |
| | 0.3 |
| | 0.2 |
|
| Pension - non-service costs | | — |
| | — |
| | (7.6 | ) | | (9.4 | ) | | — |
| | — |
|
| Corporate/Other | | — |
| | — |
| | (13.9 | ) | | (12.5 | ) | | — |
| | 0.1 |
|
| Total | | $ | 876.7 |
| | $ | 815.4 |
| | $ | 35.6 |
| | $ | 25.2 |
| | $ | 13.2 |
| | $ | 12.2 |
|
| | | | | | | | | | | | | |
|
| | | | | | | | | | | | | | | | | | | | | | | | |
| Brunswick Corporation | | | | | | | | | | | | |
| Segment Restatement | | | | | | | | | | | | |
| 2010 - 2011 | | | | | | | | | | | | |
| (in millions) | | | | | | | | | | | | |
| (unaudited) | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Fourth Quarter - Year to Date |
| | | Net Sales | | Operating Earnings (Loss) | | Restructuring |
| | | 2011 | | 2010 | | 2011 | | 2010 | | 2011 | | 2010 |
| | | | | | | | | | | | | |
| Marine Engine | | $ | 1,905.3 |
| | $ | 1,741.6 |
| | $ | 217.5 |
| | $ | 182.8 |
| | $ | 11.0 |
| | $ | 12.5 |
|
| Boat | | 1,085.6 |
| | 981.9 |
| | (48.6 | ) | | (156.4 | ) | | 9.7 |
| | 47.1 |
|
| Marine eliminations | | (203.3 | ) | | (185.3 | ) | | — |
| | — |
| | — |
| | — |
|
| Total Marine | | 2,787.6 |
| | 2,538.2 |
| | 168.9 |
| | 26.4 |
| | 20.7 |
| | 59.6 |
|
| | | | | | | | | | | | | |
| Fitness | | 635.2 |
| | 541.9 |
| | 93.4 |
| | 59.6 |
| | 0.1 |
| | 0.2 |
|
| Bowling & Billiards | | 325.2 |
| | 323.3 |
| | 23.6 |
| | 17.3 |
| | 1.9 |
| | 1.8 |
|
| Eliminations | | — |
| | (0.1 | ) | | — |
| | — |
| | — |
| | — |
|
| Pension - non-service costs | | — |
| | — |
| | (30.4 | ) | | (37.6 | ) | | — |
| | — |
|
| Corporate/Other | | — |
| | — |
| | (63.1 | ) | | (49.4 | ) | | — |
| | 0.7 |
|
| Total | | $ | 3,748.0 |
| | $ | 3,403.3 |
| | $ | 192.4 |
| | $ | 16.3 |
| | $ | 22.7 |
| | $ | 62.3 |
|
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Fourth Quarter - Quarter to Date |
| | | Net Sales | | Operating Earnings (Loss) | | Restructuring |
| | | 2011 | | 2010 | | 2011 | | 2010 | | 2011 | | 2010 |
| | | | | | | | | | | | | |
| Marine Engine | | $ | 359.6 |
| | $ | 339.8 |
| | $ | 7.0 |
| | $ | (5.4 | ) | | $ | 2.8 |
| | $ | 6.4 |
|
| Boat | | 205.0 |
| | 177.4 |
| | (32.7 | ) | | (75.0 | ) | | 0.1 |
| | 11.0 |
|
| Marine eliminations | | (36.4 | ) | | (29.8 | ) | | — |
| | — |
| | — |
| | — |
|
| Total Marine | | 528.2 |
| | 487.4 |
| | (25.7 | ) | | (80.4 | ) | | 2.9 |
| | 17.4 |
|
| | | | | | | | | | | | | |
| Fitness | | 180.0 |
| | 162.0 |
| | 28.3 |
| | 24.4 |
| | — |
| | 0.1 |
|
| Bowling & Billiards | | 80.9 |
| | 79.5 |
| | 4.1 |
| | 1.4 |
| | 1.6 |
| | 1.2 |
|
| Eliminations | | — |
| | (0.1 | ) | | — |
| | — |
| | — |
| | — |
|
| Pension - non-service costs | | — |
| | — |
| | (7.6 | ) | | (9.4 | ) | | — |
| | — |
|
| Corporate/Other | | — |
| | — |
| | (17.2 | ) | | (10.7 | ) | | — |
| | (0.2 | ) |
| Total | | $ | 789.1 |
| | $ | 728.8 |
| | $ | (18.1 | ) | | $ | (74.7 | ) | | $ | 4.5 |
| | $ | 18.5 |
|
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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.
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| | |
| | BRUNSWICK CORPORATION |
| | | |
| Dated: April 19, 2012 | By: | /s/ALAN L. LOWE |
| | | Alan L. Lowe |
| | | Vice President and Controller |
| | | |
