================================================================================
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, 2003
--------------------
BRUNSWICK CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 001-01043 36-0848180
(State or other jurisdiction of (Commission File (IRS Employer
incorporation or organization) Number) Identification No.)
1 N. FIELD COURT
LAKE FOREST, IL 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)
--------------------
================================================================================
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
99.1 Press Release, dated April 24, 2003, of Brunswick
Corporation, announcing its first quarter 2003
earnings.
99.2 Transcript of Audio Webcast, held April 24, 2003,
of Brunswick Corporation, discussing its first
quarter 2003 earnings.
ITEM 9. REGULATION FD DISCLOSURE (INFORMATION IS BEING PROVIDED UNDER ITEM 12).
On April 24, 2003, Brunswick Corporation issued a Press Release announcing its
first quarter 2003 earnings. The Press Release is incorporated herein by
reference, and is included as Exhibit 99.1 to this Current Report on Form 8-K.
The Press Release contains 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. For purposes of the
definition, GAAP refers to generally accepted accounting principles in the
United States. Pursuant to the requirements of Regulation G, Brunswick
Corporation has included, as a part of the press release, a reconciliation of
the non-GAAP financial measures to the most directly comparable GAAP financial
measure.
Brunswick Corporation has used the financial measures that are included in the
Press 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. 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 Corporation's
performance using the same tools that Management uses and to gauge progress in
achieving its stated goals. Management believes that the non-GAAP financial
measure "Free Cash Flow" is also useful to investors because it is an indication
of amounts of cash flow that may be available for further investment in future
growth initiatives.
Also on April 24, 2003, Brunswick Corporation held an Audio Webcast discussing
its first quarter 2003 earnings. A transcript of the Audio Teleconference is
incorporated herein by reference, and is included as Exhibit 99.2 to this
Current Report on Form 8-K. A tape of the Audio Webcast and the related
questions and answers session is available on Brunswick's web-site at
www.Brunswick.com.
The information furnished under "Item 9. Regulation FD Disclosure" is intended
to be furnished under "Item 12. Results of Operations and Financial Condition"
in accordance with SEC Release No. 33-8216. The information in this Form 8-K and
the exhibits attached hereto shall not be deemed to be "filed" for purposes of
Section 18 of the Securities 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.
Page - 1
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.
Dated: April 28, 2003
Brunswick Corporation
By: /s/ Victoria J. Reich
-------------------------------
Victoria J. Reich
Chief Financial Officer
Page - 2
INDEX TO EXHIBITS
99.1 Press Release, dated April 24, 2003, of
Brunswick Corporation, announcing its
first quarter 2003 earnings.
99.2 Transcript of Audio Webcast, held April
24, 2003, of Brunswick Corporation,
discussing its first quarter 2003 earnings.
Page - 3