BRUNSWICK CORP

Regulatory Filings • Jan 29, 2009

8-K 1 form_8k.htm FORM 8-K Q4 2008 BRUNSWICK EARNINGS RELEASE form_8k.htm Licensed to: Brunswick Corporation Document Created using EDGARizer 4.0.7.0 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 29, 2009

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BRUNSWICK CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-01043	36-0848180
(State
or Other Jurisdiction of
Incorporation)	(Commission
File Number)	(IRS
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 2.02 Results of Operations and Financial Condition.

On January 29, 2009, Brunswick Corporation (“Brunswick”) announced its financial results for the fourth quarter and full year 2008. The news release issued by Brunswick announcing its fourth quarter and full year 2008 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 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. GAAP refers to generally accepted accounting principles in the United States.

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. Brunswick defines free cash flow as cash flow from operating and investing activities of continuing operations (excluding acquisitions and investments) and excluding financing activities. In addition, Brunswick’s management believes that presentation of diluted earnings per share for the quarters and years ended December 31, 2008 and December 31, 2007, excluding goodwill and tradename impairment charges, net of tax; restructuring, exit and other impairment charges, net of tax; NBK investment sale gain, net of tax; the reversal of variable compensation accruals, net of tax; and special tax items, provides 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.

(d) Exhibits:

| Exhibit
No. | Description of
Exhibit |
| --- | --- |
| 99.1 | News
Release, dated January 29, 2009, of Brunswick Corporation, announcing its
fourth quarter and full year 2008
earnings. |

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.

| /s/ ALAN L.
LOWE |
| --- |
| Name: Alan L.
Lowe Title: Vice
President and Controller |

EXHIBIT INDEX:

| Exhibit
No. | Description of
Exhibit |
| --- | --- |
| 99.1 | News
Release, dated January 29, 2009, of Brunswick Corporation, announcing its
fourth quarter and full year 2008
earnings. |