Brunswick Corporation filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits
$BC
Industrial Machinery/Components
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 30, 2025
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Registrant’s telephone number, including area code: (847) 735-4700
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Item 2.02. Results of Operations and Financial Condition.
On January 30, 2025, Brunswick Corporation (“Brunswick”) announced its financial results for the fourth quarter and full-year 2024. The news release Brunswick issued announcing its fourth quarter and full-year 2024 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. GAAP refers to generally accepted accounting principles in the United States. 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 statements of operations, balance sheets, or statements 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.
Brunswick has used certain of the financial measures that are included in the news release for several years, both in presenting its results to shareholders and the investment community and in its internal evaluation and management of its businesses. Brunswick’s management believes that the measures presented (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.
The measure diluted earnings per common share (EPS), as adjusted, is believed to be useful to investors because it represents a measure of Brunswick’s earnings, without the impact of certain charges that do not reflect the Company's ongoing business performance. Brunswick defines this measure as diluted earnings (loss) per common share from continuing operations, excluding the earnings per share impact of restructuring, exit, and impairment charges; purchase accounting amortization; acquisition, integration, and IT-related costs; IT security incident costs; gain on sale of business; TN-BC Holdings LLC joint venture impairment; special tax items; loss on early extinguishment of debt; release of dissolved entity foreign currency translation; and other applicable charges. Brunswick’s management also believes that the measure adjusted operating earnings is useful to investors because it provides a necessary and important perspective on Brunswick's operating performance and improves comparability of performance against prior periods. Brunswick defines adjusted operating earnings as operating earnings (loss), excluding the earnings impact of restructuring, exit, and impairment charges; purchase accounting amortization; acquisition, integration, and IT-related costs; IT security incident costs; and other applicable charges. Brunswick’s management believes that the non-GAAP financial measure free cash flow is useful to investors because it is an indication of cash flow that may be available to fund investments in future growth initiatives. Brunswick defines free cash flow as cash flow from operating and investing activities of continuing operations (excluding cash provided by or used for acquisitions, investments, purchases or sales/maturities of marketable securities and other investing activities) and the effect of exchange rate changes on cash and cash equivalents. Management believes the measure free cash flow conversion is useful to investors because it helps evaluate the quality of the Company's cash flow generation. Brunswick defines free cash flow conversion as free cash flow divided by adjusted net earnings from continuing operations. Brunswick believes the non-GAAP financial measure adjusted net earnings from continuing operations is useful because it represents a measure of Brunswick’s earnings without the impact of certain charges that do not reflect the Company's ongoing business performance. Brunswick defines this measure as net earnings from continuing operations, excluding the earnings impact of restructuring, exit, and impairment charges; purchase accounting amortization; loss on early extinguishment of debt, acquisition, integration, and IT-related costs; release of dissolved entity foreign currency translation; gain on sale of business, special tax items; and other applicable charges. Brunswick does not provide forward-looking guidance for certain financial measures on a GAAP basis because it is unable to predict certain items contained in the GAAP measures without unreasonable efforts. These items may include restructuring, exit, and impairment charges, special tax items, acquisition-related costs, and certain other unusual adjustments.
To reflect the impact of changes in currency exchange rates on net sales, Brunswick may use constant currency reporting. To present this information, net sales transacted in currencies other than U.S. dollars are translated to U.S. dollars using prior year exchange rates for the comparative period, using the average exchange rates in effect during that period. The percentage change in net sales expressed on a constant currency basis may better reflect changes in the underlying business trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations.
The information in this report and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description of Exhibit | ||||
| 104 | The cover page from this Current Report on Form 8-K, embedded within and formatted in Inline XBRL. | ||||
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 30, 2025 | By: | /S/ RANDALL S. ALTMAN | ||||||
| Randall S. Altman | ||||||||
| Senior Vice President and Controller | ||||||||