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 24, 2008
BRUNSWICK
CORPORATION
(Exact Name of Registrant Specified
in Charter)
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Delaware
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001-01043
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36-0848180
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(State or
Other
Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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1 N. Field
Court
Lake Forest,
Illinois
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60045-4811
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(Address of Principal Executive
Offices)
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(Zip
Code)
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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 April
24, 2008, Brunswick Corporation (“Brunswick”) announced its financial results
for the first quarter of 2008. The news release issued by Brunswick announcing
its first quarter 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 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. 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 from continuing operations
as cash flow from operating and investing activities of continuing operations
(excluding cash used for acquisitions and investments) and excluding financing
activities of continuing operations.
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.
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Item
9.01.
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Financial Statements and
Exhibits.
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(d) Exhibits:
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Description
of Exhibit
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99.1
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News
Release, dated April 24, 2008, of Brunswick Corporation, announcing its
first quarter 2008 earnings.
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2
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
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Dated:
April 24, 2008
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By:
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/s/ ALAN L. LOWE | |
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Name: Alan L.
Lowe
Title: Vice
President and Controller
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EXHIBIT INDEX:
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Exhibit
No.
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Description
of Exhibit
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99.1
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News
Release, dated April 24, 2008, of Brunswick Corporation,
announcing its first quarter 2008
earnings.
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4