UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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 29,
2009
________________________
BRUNSWICK
CORPORATION
(Exact
Name of Registrant as Specified in its 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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(IRS
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:
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[
]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240, 14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240, 13e-4(c))
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Item
2.02
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Results
of Operations and Financial
Condition.
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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.
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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 January 29, 2009, of Brunswick Corporation, announcing its
fourth quarter and full year 2008
earnings.
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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
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Dated:
January 29, 2009
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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 January 29, 2009, of Brunswick Corporation, announcing its
fourth quarter and full year 2008
earnings.
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