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 17, 2013
BRUNSWICK CORPORATION
(Exact Name of Registrant Specified in Charter)
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| | | | |
| Delaware | | 001-01043 | | 36-0848180 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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| | |
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
N/A
(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
On December 31, 2012, the Board of Directors of Brunswick Corporation (the "Company") authorized the Company to exit its Hatteras and CABO boat businesses. As a result, these businesses, which were previously reported in the Boat segment, will be reported as discontinued operations beginning with the fourth quarter of 2012.
In advance of the Company filing its 2012 Form 10-K, this Form 8-K provides restated historical Net sales, Operating earnings (loss) and Restructuring segment results for continuing operations for the three months and year-to-date periods ended during each quarterly period for 2011 and the first three quarters of 2012. These changes will be reflected in the earnings release for the fourth quarter of 2012 scheduled for January 24, 2013, and the management discussion and analysis and consolidated financial statements and footnotes in the Form 10-K yet to be issued for the year ended December 31, 2012.
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| Brunswick Corporation | | | | | | | | | | | | |
| Segment Restatement - Continuing Operations | | | | | | | | |
| 2011 - 2012 | | | | | | | | | | | | |
| (in millions) | | | | | | | | | | | | |
| (unaudited) | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | First Quarter - Year to Date |
| | | Net Sales | | Operating Earnings (Loss) | | Restructuring |
| | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 |
| | | | | | | | | | | | | |
| Marine Engine | | $ | 489.4 |
| | $ | 501.1 |
| | $ | 47.9 |
| | $ | 57.7 |
| | $ | 1.7 |
| | $ | 4.3 |
|
| Boat | | 291.8 |
| | 281.8 |
| | 10.5 |
| | 1.5 |
| | (1.5 | ) | | 0.7 |
|
| Marine eliminations | | (68.6 | ) | | (62.3 | ) | | — |
| | — |
| | — |
| | — |
|
| Total Marine | | 712.6 |
| | 720.6 |
| | 58.4 |
| | 59.2 |
| | 0.2 |
| | 5.0 |
|
| | | | | | | | | | | | | |
| Fitness | | 157.1 |
| | 156.4 |
| | 23.7 |
| | 23.4 |
| | — |
| | — |
|
| Bowling & Billiards | | 89.9 |
| | 87.3 |
| | 14.4 |
| | 14.2 |
| | — |
| | — |
|
| Pension - non-service costs | | — |
| | — |
| | (5.7 | ) | | (7.6 | ) | | — |
| | — |
|
| Corporate/Other | | — |
| | — |
| | (15.5 | ) | | (15.9 | ) | | — |
| | — |
|
| Total | | $ | 959.6 |
| | $ | 964.3 |
| | $ | 75.3 |
| | $ | 73.3 |
| | $ | 0.2 |
| | $ | 5.0 |
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| | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | | | | | |
| Brunswick Corporation | | | | | | | | | | | | |
| Segment Restatement - Continuing Operations | | | | | | | | |
| 2011 - 2012 | | | | | | | | | | | | |
| (in millions) | | | | | | | | | | | | |
| (unaudited) | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Second Quarter - Year to Date |
| | | Net Sales | | Operating Earnings (Loss) | | Restructuring |
| | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 |
| | | | | | | | | | | | | |
| Marine Engine | | $ | 1,080.6 |
| | $ | 1,090.1 |
| | $ | 152.8 |
| | $ | 157.6 |
| | $ | 2.6 |
| | $ | 4.0 |
|
| Boat | | 600.5 |
| | 624.1 |
| | 29.2 |
| | 17.6 |
| | (1.4 | ) | | 0.4 |
|
| Marine eliminations | | (130.5 | ) | | (130.2 | ) | | — |
| | — |
| | — |
| | — |
|
| Total Marine | | 1,550.6 |
| | 1,584.0 |
| | 182.0 |
| | 175.2 |
| | 1.2 |
| | 4.4 |
|
| | | | | | | | | | | | | |
| Fitness | | 300.4 |
| | 298.0 |
| | 43.6 |
| | 42.5 |
| | — |
| | 0.1 |
|
| Bowling & Billiards | | 162.5 |
| | 164.8 |
| | 16.8 |
| | 16.7 |
| | — |
| | — |
|
| Pension - non-service costs | | — |
| | — |
| | (11.8 | ) | | (15.2 | ) | | — |
| | — |
|
| Corporate/Other | | — |
| | — |
| | (30.2 | ) | | (32.0 | ) | | (0.2 | ) | | — |
|
| Total | | $ | 2,013.5 |
| | $ | 2,046.8 |
| | $ | 200.4 |
| | $ | 187.2 |
| | $ | 1.0 |
| | $ | 4.5 |
|
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Second Quarter - Quarter to Date |
| | | Net Sales | | Operating Earnings (Loss) | | Restructuring |
| | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 |
| | | | | | | | | | | | | |
| Marine Engine | | $ | 591.2 |
| | $ | 589.0 |
| | $ | 104.9 |
| | $ | 99.9 |
| | $ | 0.9 |
| | $ | (0.3 | ) |
| Boat | | 308.7 |
| | 342.3 |
| | 18.7 |
| | 16.1 |
| | 0.1 |
| | (0.3 | ) |
| Marine eliminations | | (61.9 | ) | | (67.9 | ) | | — |
| | — |
| | — |
| | — |
|
| Total Marine | | 838.0 |
| | 863.4 |
| | 123.6 |
| | 116.0 |
| | 1.0 |
| | (0.6 | ) |
| | | | | | | | | | | | | |
| Fitness | | 143.3 |
| | 141.6 |
| | 19.9 |
| | 19.1 |
| | — |
| | 0.1 |
|
| Bowling & Billiards | | 72.6 |
| | 77.5 |
| | 2.4 |
| | 2.5 |
| | — |
| | — |
|
| Pension - non-service costs | | — |
| | — |
| | (6.1 | ) | | (7.6 | ) | | — |
| | — |
|
| Corporate/Other | | — |
| | — |
| | (14.7 | ) | | (16.1 | ) | | (0.2 | ) | | — |
|
| Total | | $ | 1,053.9 |
| | $ | 1,082.5 |
| | $ | 125.1 |
| | $ | 113.9 |
| | $ | 0.8 |
| | $ | (0.5 | ) |
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| | | | | | | | | | | | | | | | | | | | | | | | |
| Brunswick Corporation | | | | | | | | | | | | |
| Segment Restatement - Continuing Operations | | | | | | | | |
| 2011 - 2012 | | | | | | | | | | | | |
| (in millions) | | | | | | | | | | | | |
| (unaudited) | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Third Quarter - Year to Date |
| | | Net Sales | | Operating Earnings (Loss) | | Restructuring |
| | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 |
| | | | | | | | | | | | | |
| Marine Engine | | $ | 1,584.1 |
| | $ | 1,545.7 |
| | $ | 227.3 |
| | $ | 210.5 |
| | $ | 3.0 |
| | $ | 8.2 |
|
| Boat | | 795.9 |
| | 830.2 |
| | 4.9 |
| | 0.7 |
| | 12.4 |
| | 8.5 |
|
| Marine eliminations | | (181.5 | ) | | (166.9 | ) | | — |
| | — |
| | — |
| | — |
|
| Total Marine | | 2,198.5 |
| | 2,209.0 |
| | 232.2 |
| | 211.2 |
| | 15.4 |
| | 16.7 |
|
| | | | | | | | | | | | | |
| Fitness | | 452.3 |
| | 455.2 |
| | 66.7 |
| | 65.1 |
| | 0.1 |
| | 0.1 |
|
| Bowling & Billiards | | 237.0 |
| | 244.3 |
| | 20.0 |
| | 19.5 |
| | — |
| | 0.3 |
|
| Pension - non-service costs | | — |
| | — |
| | (17.9 | ) | | (22.8 | ) | | — |
| | — |
|
| Corporate/Other | | — |
| | — |
| | (43.9 | ) | | (45.9 | ) | | (0.2 | ) | | — |
|
| Total | | $ | 2,887.8 |
| | $ | 2,908.5 |
| | $ | 257.1 |
| | $ | 227.1 |
| | $ | 15.3 |
| | $ | 17.1 |
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| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| | | Third Quarter - Quarter to Date |
| | | Net Sales | | Operating Earnings (Loss) | | Restructuring |
| | | 2012 | | 2011 | | 2012 | | 2011 | | 2012 | | 2011 |
| | | | | | | | | | | | | |
| Marine Engine | | $ | 503.5 |
| | $ | 455.6 |
| | $ | 74.5 |
| | $ | 52.9 |
| | $ | 0.4 |
| | $ | 4.2 |
|
| Boat | | 195.4 |
| | 206.1 |
| | (24.3 | ) | | (16.9 | ) | | 13.8 |
| | 8.1 |
|
| Marine eliminations | | (51.0 | ) | | (36.7 | ) | | — |
| | — |
| | — |
| | — |
|
| Total Marine | | 647.9 |
| | 625.0 |
| | 50.2 |
| | 36.0 |
| | 14.2 |
| | 12.3 |
|
| | | | | | | | | | | | | |
| Fitness | | 151.9 |
| | 157.2 |
| | 23.1 |
| | 22.6 |
| | 0.1 |
| | — |
|
| Bowling & Billiards | | 74.5 |
| | 79.5 |
| | 3.2 |
| | 2.8 |
| | — |
| | 0.3 |
|
| Pension - non-service costs | | — |
| | — |
| | (6.1 | ) | | (7.6 | ) | | — |
| | — |
|
| Corporate/Other | | — |
| | — |
| | (13.7 | ) | | (13.9 | ) | | — |
| | — |
|
| Total | | $ | 874.3 |
| | $ | 861.7 |
| | $ | 56.7 |
| | $ | 39.9 |
| | $ | 14.3 |
| | $ | 12.6 |
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| | | | | | | | | | | | | |
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| | | | | | | | | | | | |
| Brunswick Corporation | | | | | | |
| Segment Restatement - Continuing Operations | | | |
| 2011 | | | | | | |
| (in millions) | | | | | | |
| (unaudited) | | | | | | |
| | | | | | | |
| | | Fourth Quarter - Year to Date |
| | | Net Sales | Operating Earnings (Loss) | Restructuring |
| | | 2011 | | 2011 | | 2011 |
| | | | | | | |
| Marine Engine | | $ | 1,905.3 |
| | $ | 217.5 |
| | $ | 11.0 |
|
| Boat | | 1,007.6 |
| | (27.3 | ) | | 8.3 |
|
| Marine eliminations | | (203.3 | ) | | — |
| | — |
|
| Total Marine | | 2,709.6 |
| | 190.2 |
| | 19.3 |
|
| | | | | | | |
| Fitness | | 635.2 |
| | 93.4 |
| | 0.1 |
|
| Bowling & Billiards | | 325.2 |
| | 23.6 |
| | 1.9 |
|
| Pension - non-service costs | | — |
| | (30.4 | ) | | — |
|
| Corporate/Other | | — |
| | (63.1 | ) | | — |
|
| Total | | $ | 3,670.0 |
| | $ | 213.7 |
| | $ | 21.3 |
|
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | Fourth Quarter - Quarter to Date |
| | | Net Sales | Operating Earnings (Loss) | Restructuring |
| | | 2011 | | 2011 | | 2011 |
| | | | | | | |
| Marine Engine | | $ | 359.6 |
| | $ | 7.0 |
| | $ | 2.8 |
|
| Boat | | 177.4 |
| | (28.0 | ) | | (0.2 | ) |
| Marine eliminations | | (36.4 | ) | | — |
| | — |
|
| Total Marine | | 500.6 |
| | (21.0 | ) | | 2.6 |
|
| | | | | | | |
| Fitness | | 180.0 |
| | 28.3 |
| | — |
|
| Bowling & Billiards | | 80.9 |
| | 4.1 |
| | 1.6 |
|
| Pension - non-service costs | | — |
| | (7.6 | ) | | — |
|
| Corporate/Other | | — |
| | (17.2 | ) | | — |
|
| Total | | $ | 761.5 |
| | $ | (13.4 | ) | | $ | 4.2 |
|
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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: January 17, 2013 | By: | /s/ ALAN L. LOWE |
| | | Alan L. Lowe |
| | | Vice President and Controller |
| | | |
