UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 29, 2025
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
Commission file number 001-01043
____________
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices) (Zip code)
(847 ) 735-4700
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☒ | Accelerated Filer | ☐ | |||||||||
| Non-accelerated Filer | ☐ | Smaller reporting company | |||||||||
| Emerging growth company | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||||||||
The number of shares of Common Stock ($0.75 par value) of the registrant outstanding as of April 28, 2025 was 65,683,412 .
BRUNSWICK CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q
March 29, 2025
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | Page | |||||||
| PART II – OTHER INFORMATION | ||||||||
PART I - FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
BRUNSWICK CORPORATION
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended | |||||||||||
| (in millions, except per share data) | March 29, 2025 | March 30, 2024 | |||||||||
| Net sales | $ | $ | |||||||||
| Cost of sales | |||||||||||
| Selling, general and administrative expense | |||||||||||
| Research and development expense | |||||||||||
| Restructuring, exit and impairment charges | |||||||||||
| Operating earnings | |||||||||||
| Equity earnings | |||||||||||
| Other income, net | |||||||||||
| Earnings before interest and income taxes | |||||||||||
| Interest expense | ( | ( | |||||||||
| Interest income | |||||||||||
| Loss on early extinguishment of debt | ( | ||||||||||
| Earnings before income taxes | |||||||||||
| Income tax provision | |||||||||||
| Net earnings from continuing operations | |||||||||||
| Net loss from discontinued operations, net of tax | ( | ||||||||||
| Net earnings | $ | $ | |||||||||
| Earnings per common share: | |||||||||||
| Basic | |||||||||||
| Earnings from continuing operations | $ | $ | |||||||||
| Loss from discontinued operations | ( | ||||||||||
| Net earnings | $ | $ | |||||||||
| Diluted | |||||||||||
| Earnings from continuing operations | $ | $ | |||||||||
| Loss from discontinued operations | ( | ||||||||||
| Net earnings | $ | $ | |||||||||
| Weighted average shares used for computation of: | |||||||||||
| Basic earnings per common share | |||||||||||
| Diluted earnings per common share | |||||||||||
| Comprehensive income | $ | $ | |||||||||
| The Notes to Condensed Consolidated Financial Statements are an integral part of these condensed consolidated statements. | |||||||||||
3
BRUNSWICK CORPORATION
Condensed Consolidated Balance Sheets
(Unaudited)
| (in millions) | March 29, 2025 | December 31, 2024 | March 30, 2024 | ||||||||||||||
| Assets | |||||||||||||||||
| Current assets | |||||||||||||||||
| Cash and cash equivalents, at cost, which approximates fair value | $ | $ | $ | ||||||||||||||
| Restricted cash | |||||||||||||||||
| Short-term investments in marketable securities | |||||||||||||||||
| Total cash and short-term investments in marketable securities | |||||||||||||||||
Accounts and notes receivable, less allowances of $ | |||||||||||||||||
| Inventories | |||||||||||||||||
| Finished goods | |||||||||||||||||
| Work-in-process | |||||||||||||||||
| Raw materials | |||||||||||||||||
| Net inventories | |||||||||||||||||
| Prepaid expenses and other | |||||||||||||||||
| Current assets | |||||||||||||||||
| Property | |||||||||||||||||
| Land | |||||||||||||||||
| Buildings and improvements | |||||||||||||||||
| Equipment | |||||||||||||||||
| Total land, buildings and improvements and equipment | |||||||||||||||||
| Accumulated depreciation | ( | ( | ( | ||||||||||||||
| Net land, buildings and improvements and equipment | |||||||||||||||||
| Unamortized product tooling costs | |||||||||||||||||
| Net property | |||||||||||||||||
| Other assets | |||||||||||||||||
| Goodwill | |||||||||||||||||
| Other intangibles, net | |||||||||||||||||
| Deferred income tax asset | |||||||||||||||||
| Operating lease assets | |||||||||||||||||
| Equity investments | |||||||||||||||||
| Other long-term assets | |||||||||||||||||
| Other assets | |||||||||||||||||
| Total assets | $ | $ | $ | ||||||||||||||
| The Notes to Condensed Consolidated Financial Statements are an integral part of these condensed consolidated statements. | |||||||||||||||||
4
| (in millions) | March 29, 2025 | December 31, 2024 | March 30, 2024 | ||||||||||||||
| Liabilities and shareholders' equity | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Short-term debt and current maturities of long-term debt | $ | $ | $ | ||||||||||||||
| Accounts payable | |||||||||||||||||
| Accrued expenses | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Long-term liabilities | |||||||||||||||||
| Debt | |||||||||||||||||
| Operating lease liabilities | |||||||||||||||||
| Postretirement benefits | |||||||||||||||||
| Deferred income tax liability | |||||||||||||||||
| Other long-term liabilities | |||||||||||||||||
| Long-term liabilities | |||||||||||||||||
| Shareholders' equity | |||||||||||||||||
Common stock; authorized: | |||||||||||||||||
| Additional paid-in capital | |||||||||||||||||
| Retained earnings | |||||||||||||||||
Treasury stock, at cost: | ( | ( | ( | ||||||||||||||
| Accumulated other comprehensive loss, net of tax | ( | ( | ( | ||||||||||||||
| Shareholders' equity | |||||||||||||||||
| Total liabilities and shareholders' equity | $ | $ | $ | ||||||||||||||
| The Notes to Condensed Consolidated Financial Statements are an integral part of these condensed consolidated statements. | |||||||||||||||||
5
BRUNSWICK CORPORATION
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended | |||||||||||
| (in millions) | March 29, 2025 | March 30, 2024 | |||||||||
| Cash flows from operating activities | |||||||||||
| Net earnings | $ | $ | |||||||||
| Less: net loss from discontinued operations, net of tax | ( | ||||||||||
| Net earnings from continuing operations | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock compensation expense | |||||||||||
| Asset impairment charges | |||||||||||
| Deferred income taxes | |||||||||||
| Changes in certain current assets and current liabilities | ( | ( | |||||||||
| Extended warranty contracts and other deferred revenue | |||||||||||
| Income taxes | |||||||||||
| Other, net | ( | ||||||||||
| Net cash used for operating activities of continuing operations | ( | ( | |||||||||
| Net cash used for operating activities of discontinued operations | ( | ( | |||||||||
| Net cash used for operating activities | ( | ( | |||||||||
| Cash flows from investing activities | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Investments | ( | ( | |||||||||
| Acquisition of businesses, net of cash acquired | ( | ||||||||||
| Proceeds from the sale of property, plant and equipment | |||||||||||
| Other, net | |||||||||||
| Net cash used for investing activities | ( | ( | |||||||||
| Cash flows from financing activities | |||||||||||
| Proceeds from issuances of short-term debt | |||||||||||
| Payments of short-term debt | ( | ( | |||||||||
| Net proceeds from issuances of long-term debt | |||||||||||
| Payments of long-term debt including current maturities | ( | ( | |||||||||
| Common stock repurchases | ( | ( | |||||||||
| Cash dividends paid | ( | ( | |||||||||
| Tax withholding associated with shares issued for share-based compensation | ( | ( | |||||||||
| Other, net | ( | ||||||||||
| Net cash provided by financing activities | |||||||||||
| Effect of exchange rate changes | ( | ||||||||||
| Net increase in Cash and cash equivalents and Restricted cash | |||||||||||
| Cash and cash equivalents and Restricted cash at beginning of period | |||||||||||
| Cash and cash equivalents and Restricted cash at end of period | |||||||||||
| Less: Restricted cash | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
The Notes to Condensed Consolidated Financial Statements are an integral part of these condensed consolidated statements. | |||||||||||
6
Brunswick Corporation
Condensed Consolidated Statements of Shareholders' Equity
(Unaudited)
| (in millions, except per share data) | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated other comprehensive loss, net of tax | Total | |||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net earnings | |||||||||||||||||||||||||||||||||||
| Other comprehensive income | |||||||||||||||||||||||||||||||||||
Dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||
| Compensation plans and other | ( | ||||||||||||||||||||||||||||||||||
| Common stock repurchases | ( | ( | |||||||||||||||||||||||||||||||||
| Balance at March 29, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| (in millions, except per share data) | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated other comprehensive loss, net of tax | Total | |||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
| Net earnings | |||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||
Dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||
| Compensation plans and other | ( | ( | |||||||||||||||||||||||||||||||||
| Common stock repurchases | ( | ( | |||||||||||||||||||||||||||||||||
| Balance at March 30, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||
The Notes to Condensed Consolidated Financial Statements are an integral part of these condensed consolidated statements.
7
BRUNSWICK CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 1 – Significant Accounting Policies
Interim Financial Statements. Brunswick's unaudited interim condensed consolidated financial statements have been prepared pursuant to SEC rules and regulations. Therefore, certain information and disclosures normally included in financial statements and related notes prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted.
These financial statements should be read in conjunction with, and have been prepared in conformity with, the accounting principles reflected in the consolidated financial statements and related notes included in Brunswick's 2024 Annual Report on Form 10-K for the year ended December 31, 2024 (the 2024 Form 10-K). These results include, in management's opinion, all normal and recurring adjustments necessary to present fairly Brunswick's financial position, results of operations and cash flows. Due to the seasonality of Brunswick's businesses, the interim results are not necessarily indicative of the results that may be expected for the remainder of the year.
The Company maintains its financial records on the basis of a fiscal year ending on December 31, with the fiscal quarters spanning approximately thirteen weeks. The first quarter ends on the Saturday closest to the end of the first thirteen-week period. The second and third quarters are thirteen weeks in duration and the fourth quarter is the remainder of the year. The first quarter of fiscal year 2025 ended on March 29, 2025 and the first quarter of fiscal year 2024 ended on March 30, 2024.
Recently Issued Accounting Standards
Income Statement: In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40). This guidance requires disclosures about significant expense categories, including, but not limited to, inventory purchases, employee compensation, depreciation, amortization, and selling expenses. ASU 2024-03 is effective for financial statements for annual periods beginning after December 15, 2026. We are currently evaluating the impact of adopting this guidance on the consolidated financial statements.
8
BRUNSWICK CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 2 – Revenue Recognition
The following tables present the Company's revenue in categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors:
| Three Months Ended | |||||||||||||||||||||||||||||
| March 29, 2025 | |||||||||||||||||||||||||||||
| (in millions) | Propulsion | Engine P&A | Navico Group | Boat | Total | ||||||||||||||||||||||||
| Geographic Markets | |||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Europe | |||||||||||||||||||||||||||||
| Asia-Pacific | |||||||||||||||||||||||||||||
| Canada | |||||||||||||||||||||||||||||
| Rest-of-World | |||||||||||||||||||||||||||||
| Segment Eliminations | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||
| March 30, 2024 | |||||||||||||||||||||||||||||
| (in millions) | Propulsion | Engine P&A | Navico Group | Boat | Total | ||||||||||||||||||||||||
| Geographic Markets | |||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Europe | |||||||||||||||||||||||||||||
| Asia-Pacific | |||||||||||||||||||||||||||||
| Canada | |||||||||||||||||||||||||||||
| Rest-of-World | |||||||||||||||||||||||||||||
| Segment Eliminations | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
9
BRUNSWICK CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
| Three Months Ended | |||||||||||||||||||||||||||||
| March 29, 2025 | |||||||||||||||||||||||||||||
| (in millions) | Propulsion | Engine P&A | Navico Group | Boat | Total | ||||||||||||||||||||||||
| Major Product Lines | |||||||||||||||||||||||||||||
| Outboard Engines | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Controls, Rigging, and Propellers | |||||||||||||||||||||||||||||
| Sterndrive Engines | |||||||||||||||||||||||||||||
| Distribution | |||||||||||||||||||||||||||||
| Products | |||||||||||||||||||||||||||||
| Navico Group | |||||||||||||||||||||||||||||
| Aluminum Freshwater Boats | |||||||||||||||||||||||||||||
| Recreational Fiberglass Boats | |||||||||||||||||||||||||||||
| Saltwater Fishing Boats | |||||||||||||||||||||||||||||
| Business Acceleration | |||||||||||||||||||||||||||||
| Boat Eliminations/Other | ( | ( | |||||||||||||||||||||||||||
| Segment Eliminations | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||||||||
| March 30, 2024 | |||||||||||||||||||||||||||||
| (in millions) | Propulsion | Engine P&A | Navico Group | Boat | Total | ||||||||||||||||||||||||
| Major Product Lines | |||||||||||||||||||||||||||||
| Outboard Engines | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Controls, Rigging, and Propellers | |||||||||||||||||||||||||||||
| Sterndrive Engines | |||||||||||||||||||||||||||||
| Distribution | |||||||||||||||||||||||||||||
| Products | |||||||||||||||||||||||||||||
| Navico Group | |||||||||||||||||||||||||||||
| Aluminum Freshwater Boats | |||||||||||||||||||||||||||||
| Recreational Fiberglass Boats | |||||||||||||||||||||||||||||
| Saltwater Fishing Boats | |||||||||||||||||||||||||||||
| Business Acceleration | |||||||||||||||||||||||||||||
| Boat Eliminations/Other | ( | ( | |||||||||||||||||||||||||||
| Segment Eliminations | ( | ( | ( | ( | |||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
As of December 31, 2024, $191.2 million of contract liabilities associated with extended warranties, deferred revenue and customer deposits were reported in Accrued expenses and Other long-term liabilities, of which $19.5 million were recognized as revenue during the three months ended March 29, 2025. As of March 29, 2025, total contract liabilities were $201.2 million. The total amount of the transaction price allocated to unsatisfied performance obligations as of March 29, 2025 was $195.0 million for contracts greater than one year, which primarily relates to extended warranties. The Company expects to recognize $50.9 million of this amount in 2025, $51.8 million in 2026, and $92.3 million thereafter.
Note 3 – Restructuring, Exit and Impairment Activities
During the three months ended March 29, 2025 and March 30, 2024, the Company recorded restructuring charges related to headcount reductions and related costs associated with streamlining the enterprise-wide cost structure and improving operating efficiencies. The Company also incurred charges related to the rationalization of its manufacturing footprint.
10
BRUNSWICK CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table is a summary of these expenses for the three months ended March 29, 2025:
| (in millions) | Propulsion | Engine P&A | Navico Group | Boat | Corporate | Total | |||||||||||||||||||||||||||||
| Restructuring, exit and impairment activities: | |||||||||||||||||||||||||||||||||||
| Employee termination and other benefits | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Total cash payments for restructuring, exit and impairment charges (A) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Accrued charges at end of the period (B) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(A) Cash payments for the three months ended March 29, 2025 may include payments related to prior period charges.
(B) Restructuring, exit and impairment charges accrued as of March 29, 2025 are expected to be paid in the next twelve months.
The following table is a summary of these expenses for the three months ended March 30, 2024:
| (in millions) | Propulsion | Engine P&A | Navico Group | Boat | Corporate | Total | |||||||||||||||||||||||||||||
| Restructuring, exit and impairment activities: | |||||||||||||||||||||||||||||||||||
| Employee termination and other benefits | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Asset-related | |||||||||||||||||||||||||||||||||||
| Total restructuring, exit and impairment charges | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Total cash payments for restructuring, exit and impairment charges (A) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Accrued charges at end of the period | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(A) Cash payments for the three months ended March 30, 2024 may include payments related to prior period charges.
Note 4 – Acquisitions
2024 Acquisition
On September 12, 2024, the Company acquired additional Freedom Boat Club franchise operations and territories in Southeast Florida. The acquisition enhances Freedom Boat Club's presence in Florida and provides an opportunity to leverage synergies across Brunswick's portfolio of brands. The acquisition is included as part of the Company's Boat segment.
The Company paid net cash consideration of $31.2 million for the acquisition. The opening balance sheet, which is preliminary and subject to change in the measurement period as the Company finalizes the purchase price allocation and fair value estimates, includes $26.7 million of goodwill and $5.2 million of customer relationships. The amount assigned to customer relationships will be amortized over the estimated useful life of 10 years. Transaction costs associated with the acquisition were not material to the Company's consolidated results of operations. The acquisition is not material to the Company's net sales, results of operations, or total assets during any period presented. Accordingly, the Company's consolidated results of operations do not differ materially from historical performance as a result of the acquisition, and pro forma results for prior periods are not presented.
Note 5 – Financial Instruments
The Company operates globally with manufacturing and sales facilities around the world. Due to the Company’s global operations, the Company engages in activities involving both financial and market risks. The Company utilizes normal operating and financing activities, along with derivative financial instruments, to minimize these risks. See Note 12 in the Notes to Consolidated Financial Statements in the 2024 Form 10-K for further details regarding the Company's financial instruments and hedging policies.
During the first quarter of 2025, the Company entered into $400.0 million of cross-currency swap contracts and settled $400.0 million of cross-currency swap contracts previously entered into, resulting in a deferred gain of $4.9 million within Accumulated other comprehensive loss, net of tax.
11
BRUNSWICK CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table summarizes the notional values of the Company's derivative instruments as of March 29, 2025, December 31, 2024, and March 30, 2024:
| (in millions) | Notional Value | |||||||||||||||||||
| Instruments | March 29, 2025 | December 31, 2024 | March 30, 2024 | |||||||||||||||||
| Cross-currency swaps | $ | $ | $ | |||||||||||||||||
Commodity contracts (A)(B) | ||||||||||||||||||||
Foreign exchange contracts (B)(C) | ||||||||||||||||||||
(A) Commodity contracts outstanding as of March 29, 2025 mature through 2026.
(B) The amount of gain or loss that is expected to be reclassified from Accumulated other comprehensive loss to earnings in the next twelve months is immaterial.
(C) Forward contracts outstanding as of March 29, 2025 mature through 2027 and mainly relate to the Euro, Australian dollar, Norwegian krone and Mexican peso.
As of March 29, 2025, December 31, 2024 and March 30, 2024, the fair values of the Company’s derivative instruments were:
| (in millions) | Fair Value | |||||||||||||||||||
| Asset Derivatives | March 29, 2025 | December 31, 2024 | March 30, 2024 | |||||||||||||||||
| Derivatives Designated as Cash Flow Hedges | ||||||||||||||||||||
| Foreign exchange contracts | $ | $ | $ | |||||||||||||||||
| Commodity contracts | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
| Derivatives Designated as Net Investment Hedges | ||||||||||||||||||||
| Cross-currency swaps | $ | $ | $ | |||||||||||||||||
| Other Hedging Activity | ||||||||||||||||||||
| Foreign exchange contracts | $ | $ | $ | |||||||||||||||||
| Liability Derivatives | ||||||||||||||||||||
| Derivatives Designated as Cash Flow Hedges | ||||||||||||||||||||
| Foreign exchange contracts | $ | $ | $ | |||||||||||||||||
| Commodity contracts | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
| Derivatives Designated as Net Investment Hedges | ||||||||||||||||||||
| Cross-currency swaps | $ | $ | $ | |||||||||||||||||
| Other Hedging Activity | ||||||||||||||||||||
| Foreign exchange contracts | $ | $ | $ | |||||||||||||||||
As of March 29, 2025, December 31, 2024 and March 30, 2024, asset derivatives are included within Prepaid expenses and other and Other long-term assets, and liability derivatives are included within Accrued expenses and Other long-term liabilities in the Condensed Consolidated Balance Sheets.
The effect of derivative instruments on the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 29, 2025 and March 30, 2024 is shown in the tables below.
12
BRUNSWICK CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
The amount of gain (loss) on derivatives recognized in Accumulated other comprehensive loss was as follows:
| (in millions) | Three Months Ended | |||||||||||||
| Derivatives Designated as Cash Flow Hedging Instruments | March 29, 2025 | March 30, 2024 | ||||||||||||
| Foreign exchange contracts | $ | ( | $ | |||||||||||
| Commodity contracts | ( | |||||||||||||
| Total | $ | ( | $ | |||||||||||
| Derivatives Designated as Net Investment Hedging Instruments | ||||||||||||||
| Cross-currency swaps | $ | ( | $ | |||||||||||
The amount of gain (loss) reclassified from Accumulated other comprehensive loss into earnings was as follows:
| (in millions) | Three Months Ended | |||||||||||||||||||
| Derivatives Designated as Cash Flow Hedging Instruments | Location of Gain (Loss) | March 29, 2025 | March 30, 2024 | |||||||||||||||||
| Foreign exchange contracts | Cost of sales | $ | $ | |||||||||||||||||
| Commodity contracts | Cost of sales | ( | ||||||||||||||||||
| Total | $ | $ | ||||||||||||||||||
The amount of gain (loss) on derivatives recognized directly into earnings was as follows:
| (in millions) | Three Months Ended | |||||||||||||||||||
| Other Hedging Activity | Location of Gain (Loss) | March 29, 2025 | March 30, 2024 | |||||||||||||||||
| Foreign exchange contracts | Cost of sales | $ | ( | $ | ||||||||||||||||
| Foreign exchange contracts | Other income, net | ( | ||||||||||||||||||
| Total | $ | $ | ( | |||||||||||||||||
Note 6 – Fair Value Measurements
The following table summarizes the Company's financial assets and liabilities measured at fair value on a recurring basis:
| Fair Value | ||||||||||||||||||||||||||
| (in millions) | Fair Value Level | March 29, 2025 | December 31, 2024 | March 30, 2024 | ||||||||||||||||||||||
| Cash equivalents | 1 | $ | $ | $ | ||||||||||||||||||||||
| Short-term investments in marketable securities | 1 | |||||||||||||||||||||||||
| Restricted cash | 1 | |||||||||||||||||||||||||
| Derivative assets | 2 | |||||||||||||||||||||||||
| Derivative liabilities | 2 | |||||||||||||||||||||||||
| Deferred compensation | 1 | |||||||||||||||||||||||||
| Deferred compensation | 2 | |||||||||||||||||||||||||
| Liabilities measured at net asset value | ||||||||||||||||||||||||||
Fair Value of Other Financial Instruments. The carrying values of the Company's short-term financial instruments, including cash and cash equivalents and accounts and notes receivable, approximate their fair values because of the short maturity of these instruments. As of March 29, 2025, December 31, 2024 and March 30, 2024, the fair value of the Company’s long-term debt, including current maturities, and short-term debt was approximately $2,299.3 million, $2,161.3 million and $2,659.5 million, respectively, and was determined using Level 1 and Level 2 inputs described in Note 6 to the Notes to Consolidated Financial Statements in the 2024 Form 10-K. The carrying value of long-term debt, including current maturities, and short-term debt was $2,509.5 million, $2,370.2 million and $2,859.1 million as of March 29, 2025, December 31, 2024 and March 30, 2024, respectively.
13
BRUNSWICK CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 7 – Commitments and Contingencies
Product Warranties
The following activity related to product warranty liabilities was recorded in Accrued expenses during the three months ended March 29, 2025 and March 30, 2024:
| (in millions) | March 29, 2025 | March 30, 2024 | |||||||||
| Balance at beginning of period | $ | $ | |||||||||
| Payments | ( | ( | |||||||||
| Provisions/additions for contracts issued/sold | |||||||||||
| Aggregate changes for preexisting warranties | ( | ||||||||||
| Foreign currency translation | ( | ||||||||||
| Other | ( | ||||||||||
| Balance at end of period | $ | $ | |||||||||
Extended Product Warranties
The following activity related to deferred revenue for extended product warranty contracts was recorded in Accrued expenses and Other long-term liabilities during the three months ended March 29, 2025 and March 30, 2024:
| (in millions) | March 29, 2025 | March 30, 2024 | |||||||||
| Balance at beginning of period | $ | $ | |||||||||
| Extended warranty contracts sold | |||||||||||
| Revenue recognized on existing extended warranty contracts | ( | ( | |||||||||
| Foreign currency translation | ( | ||||||||||
| Other | ( | ||||||||||
| Balance at end of period | $ | $ | |||||||||
Note 8 – Goodwill and Other Intangibles
Changes in the Company's goodwill during the three months ended March 29, 2025 and March 30, 2024, by segment, are summarized below:
| (in millions) | Propulsion | Engine P&A | Navico Group | Boat | Total | ||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Adjustments | |||||||||||||||||||||||||||||
| March 29, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| December 31, 2023 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Adjustments | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| March 30, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Adjustments in both periods include the effect of foreign currency translation on goodwill denominated in currencies other than the U.S. dollar. Adjustments during the three months ended March 30, 2024 also include immaterial purchase accounting adjustments related to the 2023 Fliteboard and Freedom Boat Club acquisitions. The accumulated impairment loss on goodwill was $80.0 million as of March 29, 2025 and December 31, 2024, respectively. There was no accumulated impairment loss on goodwill as of March 30, 2024. As of December 31, 2024, the Navico Group reporting unit's fair value approximated its carrying value. The economic uncertainty resulting from the volatile trade policy environment could negatively impact Navico Group's results of operations and cash flows and result in future impairment of the Navico Group reporting unit's goodwill.
14
BRUNSWICK CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company's intangible assets, included within Other intangibles, net on the Condensed Consolidated Balance Sheets as of March 29, 2025, December 31, 2024, and March 30, 2024, are summarized by intangible asset type below:
| March 29, 2025 | December 31, 2024 | March 30, 2024 | |||||||||||||||||||||||||||||||||
| (in millions) | Gross Amount | Accumulated Amortization | Gross Amount | Accumulated Amortization | Gross Amount | Accumulated Amortization | |||||||||||||||||||||||||||||
| Intangible assets: | |||||||||||||||||||||||||||||||||||
| Customer relationships | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
| Trade names | |||||||||||||||||||||||||||||||||||
| Developed technology | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Other | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | $ | $ | ( | ||||||||||||||||||||||||||
The Company tests its intangible assets for impairment during the fourth quarter of each year, or whenever a change in events and circumstances (triggering event) occurs that indicates the fair value of intangible assets may be below their carrying values. The Company did not record any impairment charges during the three months ended March 29, 2025 or March 30, 2024.
Note 9 – Segment Information
Information about the operations of Brunswick's reportable segments is set forth below:
| Three Months Ended March 29, 2025 | |||||||||||||||||||||||||||||||||||
| (in millions) | Propulsion | Engine P&A | Navico Group | Boat | Corporate/Other | Total | |||||||||||||||||||||||||||||
Net sales (A) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Cost of sales (B) | |||||||||||||||||||||||||||||||||||
Operating expenses (C) | |||||||||||||||||||||||||||||||||||
| Operating earnings | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
(A) Net sales includes $73.3 million, $2.4 million, $24.7 million and $0.4 million million of segment eliminations for the Propulsion, Engine P&A, Navico Group and Boat reportable segments, respectively.
(B) Includes $0.7 million of Cost of sales related Restructuring, exit and impairment charges.
(C) Includes $208.0 million of Selling, general and administrative expense, $38.5 million of Research and development expense and $0.4 million of Restructuring, exit and impairment charges.
| Three Months Ended March 30, 2024 | |||||||||||||||||||||||||||||||||||
| (in millions) | Propulsion | Engine P&A | Navico Group | Boat | Corporate/Other | Total | |||||||||||||||||||||||||||||
Net sales (A) | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
Cost of sales (B) | |||||||||||||||||||||||||||||||||||
Operating expenses (C) | |||||||||||||||||||||||||||||||||||
| Operating earnings | $ | $ | $ | ( | $ | $ | ( | $ | |||||||||||||||||||||||||||
(A) Net sales includes $82.4 million, $1.7 million and $28.1 million of segment eliminations for the Propulsion, Engine P&A and Navico Group reportable segments, respectively.
(B) Includes $3.6 million of Cost of sales related Restructuring, exit and impairment charges.
(C) Includes $203.7 million of Selling, general and administrative expense, $45.8 million of Research and development expense and $9.9 million of Restructuring, exit and impairment charges.
15
BRUNSWICK CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
| Depreciation | Amortization | ||||||||||||||||||||||
| Three Months Ended | Three Months Ended | ||||||||||||||||||||||
| (in millions) | March 29, 2025 | March 30, 2024 | March 29, 2025 | March 30, 2024 | |||||||||||||||||||
| Propulsion | $ | $ | $ | $ | |||||||||||||||||||
| Engine P&A | |||||||||||||||||||||||
| Navico Group | |||||||||||||||||||||||
| Boat | |||||||||||||||||||||||
| Corporate/Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
| Total Assets | |||||||||||||||||
| (in millions) | March 29, 2025 | December 31, 2024 | March 30, 2024 | ||||||||||||||
| Propulsion | $ | $ | $ | ||||||||||||||
| Engine P&A | |||||||||||||||||
| Navico Group | |||||||||||||||||
| Boat | |||||||||||||||||
| Corporate/Other | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Capital Expenditures | Research & Development Expense | ||||||||||||||||||||||
| Three Months Ended | Three Months Ended | ||||||||||||||||||||||
| (in millions) | March 29, 2025 | March 30, 2024 | March 29, 2025 | March 30, 2024 | |||||||||||||||||||
| Propulsion | $ | $ | $ | $ | |||||||||||||||||||
| Engine P&A | |||||||||||||||||||||||
| Navico Group | |||||||||||||||||||||||
| Boat | |||||||||||||||||||||||
| Corporate/Other | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Geographic Segments
| Net Sales | |||||||||||
| Three Months Ended | |||||||||||
| (in millions) | March 29, 2025 | March 30, 2024 | |||||||||
| United States | $ | $ | |||||||||
| International | |||||||||||
| Total | $ | $ | |||||||||
| Net Property | |||||||||||||||||
| (in millions) | March 29, 2025 | December 31, 2024 | March 30, 2024 | ||||||||||||||
| United States | $ | $ | $ | ||||||||||||||
| International | |||||||||||||||||
| Corporate/Other | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
16
BRUNSWICK CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 10 – Comprehensive Income
Accumulated other comprehensive loss, net of tax, in the Condensed Consolidated Balance Sheets includes foreign currency cumulative translation adjustments; prior service costs and credits and net actuarial gains and losses for defined benefit plans; and unrealized derivative gains and losses. Changes in the components of Accumulated other comprehensive loss, net of tax, for the three months ended March 29, 2025 and March 30, 2024 are as follows:
| Three Months Ended | |||||||||||
| (in millions) | March 29, 2025 | March 30, 2024 | |||||||||
| Net earnings | $ | $ | |||||||||
| Other comprehensive income (loss): | |||||||||||
| Foreign currency cumulative translation adjustments | ( | ||||||||||
| Net change in unamortized prior service credits | ( | ( | |||||||||
| Net change in unamortized actuarial losses | ( | ( | |||||||||
| Net change in unrealized derivative (losses) gains | ( | ||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||
| Comprehensive income | $ | $ | |||||||||
The following table presents the changes in Accumulated other comprehensive loss, net of tax, by component for the three months ended March 29, 2025:
| (in millions) | Foreign currency translation | Prior service credits | Net actuarial gains | Unrealized investment gains | Net derivative gains | Total | |||||||||||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||
Other comprehensive income (loss) before reclassifications (A) | ( | ||||||||||||||||||||||||||||||||||
Amounts reclassified from Accumulated other comprehensive loss, net of tax (B)(C) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Net other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||||||||||||||
| Ending balance | $ | ( | $ | ( | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||
(A) The tax effects for the three months ended March 29, 2025 were $(3.6 ) million for foreign currency translation and $3.5 million for derivatives.
(B) The tax effects for the three months ended March 29, 2025 were $0.5 million for derivatives.
(C) The reclassification adjustments from Accumulated other comprehensive loss and associated tax effects related to defined benefit items were not material for the three months ended March 29, 2025. Refer to Note 5 – Financial Instruments for the reclassification adjustments from Accumulated other comprehensive loss, net of tax related to derivatives.
The following table presents the changes in Accumulated other comprehensive loss, net of tax, by component for the three months ended March 30, 2024:
| (in millions) | Foreign currency translation | Prior service credits | Net actuarial gains | Unrealized investment gains | Net derivative gains | Total | |||||||||||||||||||||||||||||
| Beginning balance | $ | ( | $ | ( | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||
Other comprehensive (loss) income before reclassifications (A) | ( | ( | |||||||||||||||||||||||||||||||||
Amounts reclassified from Accumulated other comprehensive loss, net of tax (B)(C) | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Net other comprehensive (loss) income | ( | ( | ( | ( | |||||||||||||||||||||||||||||||
| Ending balance | $ | ( | $ | ( | $ | $ | $ | $ | ( | ||||||||||||||||||||||||||
(A) The tax effects for the three months ended March 30, 2024 were $3.0 million for foreign currency translation and $(3.7 ) million for derivatives.
(B) The tax effects for the three months ended March 30, 2024 were $0.4 million for derivatives.
(C) The reclassification adjustments from Accumulated other comprehensive loss and associated tax effects related to defined benefit items were not material for the three months ended March 30, 2024. Refer to Note 5 – Financial Instruments for the reclassification adjustments from Accumulated other comprehensive loss, net of tax related to derivatives.
17
BRUNSWICK CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 11 – Income Taxes
Note 12 – Debt
The following table provides the changes in the Company's debt for the three months ended March 29, 2025:
| (in millions) | Short-term debt and current maturities of long-term debt | Long-term debt | Total | |||||||||||||||||
Balance as of December 31, 2024 | $ | $ | $ | |||||||||||||||||
Proceeds from issuances of debt (A) | ||||||||||||||||||||
Repayments of debt (B) | ( | ( | ( | |||||||||||||||||
| Reclassification of long-term debt | ( | |||||||||||||||||||
| Other | ||||||||||||||||||||
Balance as of March 29, 2025 | $ | $ | $ | |||||||||||||||||
(A) During the first quarter of 2025, the Company had short-term borrowings and repayments under its unsecured commercial paper program and borrowings outstanding of $380.0 million as of March 29, 2025.
(B) During the first quarter of 2025, the Company made the remaining principal repayments, totaling $125.0 million, of its 6.625% Senior Notes due 2049.
As of March 29, 2025, Brunswick was in compliance with the financial covenants associated with its debt.
2049 Notes
During the fourth quarter of 2024, the Company issued an irrevocable notice of redemption to the holders of its 6.625% Senior Notes due 2049 (2049 Notes). The 2049 Notes were redeemed in the first quarter of 2025 at a redemption price equal to 100 percent of the outstanding principal amount of $125.0 million plus accrued interest of $2.1 million in accordance with the redemption provision of the 2049 Notes. The Company recognized a loss on early extinguishment of debt of $3.7 million related to unamortized issuance costs. The Company financed the retirement of the 2049 Notes using commercial paper borrowings.
Credit Facility
The Company maintains a Revolving Credit Agreement (Credit Facility). During the three months ended March 29, 2025 and March 30, 2024, there were no borrowings under the Credit Facility. As of March 29, 2025, available borrowing capacity totaled $997.0 million, net of $3.0 million of letters of credit outstanding under the Credit Facility. As of March 30, 2024, available borrowing capacity totaled $741.7 million, net of $8.3 million of letters of credit outstanding under the Credit Facility. Refer to Note 14 in the Notes to Consolidated Financial Statements in the 2024 Form 10-K for details regarding Brunswick's Credit Facility.
Commercial Paper
The Company maintains an unsecured commercial paper program (CP Program) pursuant to which the Company may issue short-term, unsecured commercial paper notes (CP Notes). During the three months ended March 29, 2025, borrowings under the CP Program totaled $435.9 million. As of March 29, 2025, the Company had $380.0 million of borrowings outstanding under the CP Program with a weighted average interest rate of 5.10%. During the three months ended March 29, 2025, the maximum amount utilized under the CP Program was $445.5 million. During the three months ended March 30, 2024, borrowings under the CP Program totaled $425.0 million, all of which were repaid during the period. During the three months ended March 30, 2024, the maximum amount utilized under the CP Program was $225.0 million. Refer to Note 14 in the Notes to Consolidated Financial Statements in the 2024 Form 10-K for details regarding Brunswick's CP Program.
18
BRUNSWICK CORPORATION
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 13 – Supplier Finance Program Obligations
As of March 29, 2025, December 31, 2024, and March 30, 2024, the Company had $9.0 million, $8.2 million and $14.8 million confirmed invoices under the supplier finance program, respectively, which were included in Accounts payable on the Condensed Consolidated Balance Sheets.
19
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Certain statements in Management's Discussion and Analysis of Financial Condition and Results of Operations of Brunswick Corporation (the Company, we, us, our) are forward-looking statements. Forward-looking statements are based on current expectations, estimates, and projections about our business and by their nature address matters that are, to different degrees, uncertain. Actual results may differ materially from expectations and projections as of the date of this filing due to various risks and uncertainties. For additional information regarding forward-looking statements, refer to Forward-Looking Statements below.
Certain statements in Management's Discussion and Analysis are based on 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 consolidated 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. For example, the discussion of our cash flows includes an analysis of free cash flows and total liquidity; the discussion of our net sales includes net sales on a constant currency basis; the discussion of our net sales includes net sales excluding acquisitions; and the discussion of our earnings includes a presentation of operating earnings and operating margin excluding restructuring, exit and impairment charges, purchase accounting amortization, acquisition, integration, and IT related costs, IT security incident costs and other applicable charges and of diluted earnings per common share, as adjusted. Non-GAAP financial measures do not include operating and statistical measures.
We include non-GAAP financial measures in Management's Discussion and Analysis as management believes these measures and the information they provide are useful to investors because they permit investors to view our performance using the same tools that management uses to evaluate our ongoing business performance. In order to better align our reported results with the internal metrics management uses to evaluate business performance as well as to provide better comparisons to prior periods and peer data, non-GAAP measures exclude the impact of purchase accounting amortization related to acquisitions, among other adjustments.
We do not provide forward-looking guidance for certain financial measures on a GAAP basis because we are unable to predict certain items contained in the GAAP measures without unreasonable efforts. These items may include restructuring, exit and impairment costs, special tax items, acquisition-related costs, and certain other unusual adjustments.
Known Trends or Uncertainties
We continue to monitor macroeconomic trends and uncertainties such as recently implemented tariffs along with the potential for new or modified tariffs, and related impacts to consumers, any or all of which could have a material impact on our business, financial condition and results of operations. Refer to Item 1A. Risk Factors for further details.
Acquisitions
On September 12, 2024, we acquired additional Freedom Boat Club franchise operations and territories in Southeast Florida for net cash consideration of $31.2 million. Refer to Note 4 – Acquisitions in the Notes to Condensed Consolidated Financial Statements for further information.
20
Overview
Net sales decreased 11 percent during the first quarter of 2025 when compared with the first quarter of 2024, as the impact of continued lower wholesale ordering by dealers and OEMs and prudent pipeline management throughout the channel was only partially offset by modest annual price increases and benefits from well-received new products. Our Propulsion segment delivered sequentially improved sales and operating earnings versus the fourth quarter of 2024, although below first quarter 2024 levels, as anticipated. Sales to U.S. boat OEMs were strong as our customer builders increased production levels ahead of the primary retail season and engine pipelines remain at appropriate levels. Our Engine Parts and Accessories (Engine P&A) segment had another strong quarter, with solid year-over-year operating earnings and operating margin growth despite slightly lower sales. This primarily aftermarket-based business continues to derive its success from stable boating participation and the world's largest marine distribution network, which delivered sales growth of 2 percent through continued distribution market share gains resulting from our ability to support same day or next day deliveries to most locations in the world. Our Navico Group segment had flat sales and slightly lower operating earnings versus the first quarter of 2024 as aftermarket sales to dealers and retailers remained strong, but OEM orders were pressured. Navico Group delivered sequential sales growth versus fourth quarter 2024 as its recently launched new products continue to gain momentum and market acceptance. Our Boat segment had sales and operating earnings below the first quarter of 2024, consistent with lower planned wholesale shipments, but sales grew mid-single digits versus fourth quarter 2024 as anticipated. Our international net sales decreased 10 percent and 6 percent in the first quarter on a GAAP and constant currency basis, respectively.
Operating earnings in the first quarter of 2025 were $56.3 million and $72.1 million on a GAAP and As Adjusted basis, respectively. This compares to operating earnings during the first quarter of 2024 of $110.6 million and $141.5 million on a GAAP and As Adjusted basis, respectively. Operating earnings were down versus prior year as a result of the impact of lower sales, lower absorption from decreased production levels, and the negative impact of changes in foreign currency exchange rates, partially offset by new product momentum, annual price increases and ongoing cost control measures throughout the enterprise.
Matters Affecting Comparability
Changes in Foreign Currency Rates. Percentage changes in net sales expressed in constant currency reflect the impact that changes in currency exchange rates had on comparisons of net sales. To determine this information, net sales transacted in currencies other than the U.S. dollar have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative period. The percentage change in net sales expressed on a constant currency basis better reflects the changes in the underlying business trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations. Approximately 23 percent of our annual net sales are transacted in a currency other than the U.S. dollar. Our most material exposures include sales in Euros, Canadian dollars, Australian dollars, and Brazilian real.
The table below summarizes the impact of changes in currency exchange rates and also the impact of acquisitions on our net sales:
| Three Months Ended | |||||||||||||||||||||||||||||
| Net Sales | 2025 vs. 2024 | ||||||||||||||||||||||||||||
| (in millions) | March 29, 2025 | March 30, 2024 | GAAP | Currency Impact | Acquisition Impact | ||||||||||||||||||||||||
| Propulsion | $ | 487.0 | $ | 578.2 | (15.8) | % | (1.7) | % | — | % | |||||||||||||||||||
| Engine P&A | 255.3 | 262.4 | (2.7) | % | (1.3) | % | — | % | |||||||||||||||||||||
| Navico Group | 208.2 | 210.9 | (1.3) | % | (1.2) | % | — | % | |||||||||||||||||||||
| Boat | 372.1 | 425.7 | (12.6) | % | (0.5) | % | 0.8 | % | |||||||||||||||||||||
| Segment Eliminations | (100.8) | (112.2) | (10.2) | % | (0.4) | % | — | % | |||||||||||||||||||||
| Total | $ | 1,221.8 | $ | 1,365.0 | (10.5) | % | (1.3) | % | 0.2 | % | |||||||||||||||||||
21
Results of Operations
Consolidated
The following table sets forth certain amounts, ratios and relationships calculated from the Condensed Consolidated Statements of Comprehensive Income for the three months ended:
| Three Months Ended | 2025 vs. 2024 | ||||||||||||||||||||||
| (in millions, except per share data) | March 29, 2025 | March 30, 2024 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 1,221.8 | $ | 1,365.0 | $ | (143.2) | (10.5)% | ||||||||||||||||
Gross margin(A) | 303.9 | 373.6 | (69.7) | (18.7)% | |||||||||||||||||||
| Restructuring, exit and impairment charges | 1.1 | 13.5 | (12.4) | (91.9)% | |||||||||||||||||||
| Operating earnings | 56.3 | 110.6 | (54.3) | (49.1)% | |||||||||||||||||||
| Net earnings from continuing operations | 20.2 | 68.4 | (48.2) | (70.5)% | |||||||||||||||||||
| Diluted earnings per common share from continuing operations | $ | 0.30 | $ | 1.00 | $ | (0.70) | (70.0)% | ||||||||||||||||
| Expressed as a percentage of Net sales: | |||||||||||||||||||||||
Gross margin (A) | 24.9 | % | 27.4 | % | (250) bps | ||||||||||||||||||
| Selling, general and administrative expense | 17.0 | % | 14.9 | % | 210 bps | ||||||||||||||||||
| Research and development expense | 3.2 | % | 3.4 | % | (20) bps | ||||||||||||||||||
| Restructuring, exit and impairment charges | 0.1 | % | 1.0 | % | (90) bps | ||||||||||||||||||
| Operating margin | 4.6 | % | 8.1 | % | (350) bps | ||||||||||||||||||
bps = basis points
(A)Gross margin is defined as Net sales less Cost of sales as presented in the Condensed Consolidated Statements of Comprehensive Income.
The following is a reconciliation of our non-GAAP measures, adjusted operating earnings and adjusted diluted earnings per common share from continuing operations for the three months ended March 29, 2025 when compared with the same prior year comparative period:
| Three Months Ended | |||||||||||||||||||||||
| Operating Earnings | Diluted Earnings Per Share | ||||||||||||||||||||||
| (in millions, except per share data) | March 29, 2025 | March 30, 2024 | March 29, 2025 | March 30, 2024 | |||||||||||||||||||
| GAAP | $ | 56.3 | $ | 110.6 | $ | 0.30 | $ | 1.00 | |||||||||||||||
| Restructuring, exit and impairment charges | 1.1 | 13.5 | 0.01 | 0.15 | |||||||||||||||||||
| Purchase accounting amortization | 14.6 | 14.8 | 0.18 | 0.17 | |||||||||||||||||||
| Acquisition, integration, and IT related costs | 0.1 | 2.3 | — | 0.03 | |||||||||||||||||||
IT security incident costs (A) | — | 0.3 | — | — | |||||||||||||||||||
| Loss on early extinguishment of debt | — | — | 0.04 | — | |||||||||||||||||||
| Special tax items | — | — | 0.03 | — | |||||||||||||||||||
| As Adjusted | $ | 72.1 | $ | 141.5 | $ | 0.56 | $ | 1.35 | |||||||||||||||
| GAAP operating margin | 4.6 | % | 8.1 | % | |||||||||||||||||||
| Adjusted operating margin | 5.9 | % | 10.4 | % | |||||||||||||||||||
(A) We incurred non-recurring costs related to the 2023 IT security incident during the three months ended March 30, 2024.
22
Net sales decreased 11 percent during the first quarter when compared with the same prior year period. The components of the consolidated net sales change were as follows:
| Percent change in net sales compared to the prior comparative period | |||||
| March 29, 2025 | |||||
| Three Months Ended | |||||
| Volume | (10.8) | % | |||
| Product Mix and Price | 1.4 | % | |||
| Currency | (1.3) | % | |||
| Acquisitions | 0.2 | % | |||
| (10.5) | % | ||||
Gross margin decreased 250 basis points in the first quarter of 2025 when compared to the same prior year period, driven by lower absorption from decreased production levels (240 bps), increased warranty costs (130 bps), sales-related drivers (50 bps), and foreign currency exchange-rate fluctuations (40 bps), partially offset by favorable labor costs (200 bps) and acquisitions (10 bps).
Selling, general and administrative expense as a percentage of net sales increased 210 basis points during the first quarter of 2025 when compared with the same prior year period due to lower sales. Research and development expense decreased in the first quarter of 2025 versus the same period in 2024.
We recorded Restructuring, exit and impairment charges of $1.1 million and $13.5 million during the three months ended March 29, 2025 and March 30, 2024 respectively. First quarter 2025 actions are not expected to result in material annualized cost savings. Refer to Note 3 – Restructuring, Exit and Impairment Activities in the Notes to Condensed Consolidated Financial Statements for further information.
We recorded Equity earnings of $2.2 million and $2.5 million in the three months ended March 29, 2025 and March 30, 2024, respectively, which were primarily related to our marine and technology-related joint ventures.
We recognized $1.3 million and $0.0 million of Other income, net in the three months ended March 29, 2025 and March 30, 2024, respectively. Other income, net primarily includes remeasurement gains and losses resulting from changes in foreign currency rates and other postretirement benefit costs.
Net interest expense increased for the three months ended March 29, 2025 when compared with the same prior year period due to an increase in average daily debt outstanding, which was influenced by the timing of debt issuances. We also recognized a loss on early extinguishment of debt related to the redemption of our 2049 Notes. Refer to Note 12 – Debt in the Notes to Condensed Consolidated Financial Statements and Note 14 – Debt in the Notes to Consolidated Financial Statements in the 2024 Form 10-K.
We recognized an Income tax provision for the three months ended March 29, 2025 of $7.9 million, compared to $18.6 million, for the three months ended March 30, 2024. The decrease in the Income tax provision for the three months ended March 29, 2025 is primarily due to lower pretax income. We have also evaluated the effects of Pillar Two legislation and concluded that the tax effects are not material to the financial statements. Refer to Note 11 – Income Taxes in the Notes to Condensed Consolidated Financial Statements for further information.
The effective tax rate, which is calculated as the Income tax provision as a percentage of Earnings before income taxes, was 28.1 percent and 21.4 percent for the three months ended March 29, 2025 and March 30, 2024, respectively.
Due to the factors described in the preceding paragraphs, Operating earnings, Net earnings from continuing operations, and Diluted earnings per common share from continuing operations decreased during the three months ended March 29, 2025 when compared with the same prior year period.
23
Propulsion Segment
The following table sets forth Propulsion segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the three months ended:
| Three Months Ended | 2025 vs. 2024 | ||||||||||||||||||||||
| (in millions) | March 29, 2025 | March 30, 2024 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 487.0 | $ | 578.2 | $ | (91.2) | (15.8)% | ||||||||||||||||
| GAAP operating earnings | $ | 46.1 | $ | 82.8 | $ | (36.7) | (44.3)% | ||||||||||||||||
| Restructuring, exit and impairment charges | — | 5.6 | (5.6) | NM | |||||||||||||||||||
| Purchase accounting amortization | 0.3 | 0.6 | (0.3) | (50.0)% | |||||||||||||||||||
| Acquisition, integration, and IT related costs | 0.1 | 0.5 | (0.4) | (80.0)% | |||||||||||||||||||
| Adjusted operating earnings | $ | 46.5 | $ | 89.5 | $ | (43.0) | (48.0)% | ||||||||||||||||
| GAAP operating margin | 9.5 | % | 14.3 | % | (480) bps | ||||||||||||||||||
| Adjusted operating margin | 9.5 | % | 15.5 | % | (600) bps | ||||||||||||||||||
NM = not meaningful
bps = basis points
Propulsion segment's net sales decreased in the first quarter of 2025 compared to the first quarter of 2024, primarily resulting from continued pipeline management and overall lower wholesale shipments to OEM boat builder customers.
The components of the Propulsion segment's net sales change were as follows:
| Percent change in net sales compared to the prior comparative period | |||||
| March 29, 2025 | |||||
| Three Months Ended | |||||
| Volume | (15.4) | % | |||
| Product Mix and Price | 1.3 | % | |||
| Currency | (1.7) | % | |||
| (15.8) | % | ||||
International sales were 38 percent of the Propulsion segment's net sales in the first quarter of 2025 and decreased 6 percent from the prior year on a GAAP basis. On a constant currency basis, international sales decreased 1 percent.
Propulsion segment's operating earnings in the first quarter of 2025 decreased when compared to the first quarter of 2024, due to the impact of sales declines and lower absorption from decreased production levels, partially offset by cost control measures.
24
Engine P&A Segment
The following table sets forth Engine P&A segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the three months ended:
| Three Months Ended | 2025 vs. 2024 | ||||||||||||||||||||||
| (in millions) | March 29, 2025 | March 30, 2024 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 255.3 | $ | 262.4 | $ | (7.1) | (2.7)% | ||||||||||||||||
| GAAP operating earnings | $ | 39.1 | $ | 33.2 | $ | 5.9 | 17.8% | ||||||||||||||||
| Restructuring, exit and impairment charges | — | 3.3 | (3.3) | NM | |||||||||||||||||||
| Adjusted operating earnings | $ | 39.1 | $ | 36.5 | $ | 2.6 | 7.1% | ||||||||||||||||
| GAAP operating margin | 15.3 | % | 12.7 | % | 260 bps | ||||||||||||||||||
| Adjusted operating margin | 15.3 | % | 13.9 | % | 140 bps | ||||||||||||||||||
NM = not meaningful
bps = basis points
Engine P&A segment's net sales decreased in the first quarter of 2025 compared to the first quarter of 2024, due to slightly lower shipments.
The components of the Engine P&A segment's net sales change were as follows:
| Percent change in net sales compared to the prior comparative period | |||||
| March 29, 2025 | |||||
| Three Months Ended | |||||
| Volume | (1.1) | % | |||
| Product Mix and Price | (0.3) | % | |||
| Currency | (1.3) | % | |||
| (2.7) | % | ||||
International sales were 29 percent of the Engine P&A segment's net sales in the first quarter of 2025 and decreased 10 percent from the prior year on a GAAP basis. On a constant currency basis, international sales decreased 6 percent.
Engine P&A segment's operating earnings in the first quarter of 2025 increased compared to the first quarter of 2024, resulting from the efficient operation of the business and slightly lower cost inflation.
25
Navico Group Segment
The following table sets forth Navico Group segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the three months ended:
| Three Months Ended | 2025 vs. 2024 | ||||||||||||||||||||||
| (in millions) | March 29, 2025 | March 30, 2024 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | $ | $ | (2.7) | (1.3)% | ||||||||||||||||||
| GAAP operating loss | $ | ( | $ | ( | $ | (0.4) | 16.7% | ||||||||||||||||
| Restructuring, exit and impairment charges | 0.8 | 2.7 | (1.9) | (70.4)% | |||||||||||||||||||
| Purchase accounting amortization | 13.2 | 13.2 | — | NM | |||||||||||||||||||
| Acquisition, integration, and IT related costs | — | 1.6 | (1.6) | NM | |||||||||||||||||||
| Adjusted operating earnings | $ | 11.2 | $ | 15.1 | $ | (3.9) | (25.8)% | ||||||||||||||||
| GAAP operating margin | (1.3) | % | (1.1) | % | (20) bps | ||||||||||||||||||
| Adjusted operating margin | 5.4 | % | 7.2 | % | (180) bps | ||||||||||||||||||
NM = not meaningful
bps = basis points
Navico Group segment's net sales decreased in the first quarter of 2025 compared to the first quarter of 2024, primarily driven by reduced sales to marine and RV OEMs resulting from lower customer OEM production levels, mostly offset by strong aftermarket sales and new product momentum.
The components of the Navico Group segment's net sales change were as follows:
| Percent change in net sales compared to the prior comparative period | |||||
| March 29, 2025 | |||||
| Three Months Ended | |||||
| Volume | (0.3) | % | |||
| Product Mix and Price | 0.2 | % | |||
| Currency | (1.2) | % | |||
| (1.3) | % | ||||
International sales were 40 percent of the Navico Group segment's net sales in the first quarter of 2025 and decreased 5 percent from the prior year on a GAAP basis. On a constant currency basis, international sales decreased 2 percent.
Navico Group segment's operating earnings in the first quarter of 2025 decreased when compared to the first quarter of 2024 due to the impact from lower sales.
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Boat Segment
The following table sets forth Boat segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the three months ended:
| Three Months Ended | 2025 vs. 2024 | ||||||||||||||||||||||
| (in millions) | March 29, 2025 | March 30, 2024 | $ Change | % Change | |||||||||||||||||||
| Net sales | $ | 372.1 | $ | 425.7 | $ | (53.6) | (12.6)% | ||||||||||||||||
| GAAP operating earnings | $ | 7.7 | $ | 29.4 | $ | (21.7) | (73.8)% | ||||||||||||||||
| Restructuring, exit and impairment charges | 0.3 | 1.0 | (0.7) | (70.0)% | |||||||||||||||||||
| Purchase accounting amortization | 1.1 | 1.0 | 0.1 | 10.0% | |||||||||||||||||||
| Acquisition, integration, and IT related costs | — | 0.2 | (0.2) | NM | |||||||||||||||||||
| Adjusted operating earnings | $ | 9.1 | $ | 31.6 | $ | (22.5) | (71.2)% | ||||||||||||||||
| GAAP operating margin | 2.1 | % | 6.9 | % | (480) bps | ||||||||||||||||||
| Adjusted operating margin | 2.4 | % | 7.4 | % | (500) bps | ||||||||||||||||||
NM = not meaningful
bps = basis points
Boat segment's net sales decreased in the first quarter of 2025 compared to the first quarter of 2024, resulting from anticipated cautious wholesale ordering patterns by dealers, which was only partially offset by the favorable impact of modest model-year price increases.
The components of the Boat segment's net sales change were as follows:
| Percent change in net sales compared to the prior comparative period | |||||
| March 29, 2025 | |||||
| Three Months Ended | |||||
| Volume | (13.1) | % | |||
| Product Mix and Price | 0.2 | % | |||
| Currency | (0.5) | % | |||
| Acquisitions | 0.8 | % | |||
| (12.6) | % | ||||
International sales were 20 percent of the Boat segment's net sales in the first quarter of 2025 and decreased 20 percent from the prior year on a GAAP basis. On a constant currency basis, international sales decreased by 18 percent.
Boat segment's operating earnings in the first quarter of 2025 decreased when compared to the first quarter of 2024, as the impact of the net sales declines and lower absorption from the reduced production was only partially offset by pricing and continued cost control measures.
27
Corporate/Other
The following table sets forth Corporate/Other results and a reconciliation to our non-GAAP measure of adjusted operating loss for the three months ended:
| Three Months Ended | 2025 vs. 2024 | ||||||||||||||||||||||
| (in millions) | March 29, 2025 | March 30, 2024 | $ Change | % Change | |||||||||||||||||||
| GAAP operating loss | $ | (33.8) | $ | (32.4) | $ | (1.4) | 4.3% | ||||||||||||||||
| Restructuring, exit and impairment charges | — | 0.9 | (0.9) | NM | |||||||||||||||||||
| IT security incident costs | — | 0.3 | (0.3) | NM | |||||||||||||||||||
| Adjusted operating loss | $ | (33.8) | $ | (31.2) | $ | (2.6) | 8.3% | ||||||||||||||||
NM = not meaningful
Corporate operating loss in the first quarter of 2025 is flat compared to the first quarter of 2024.
Cash Flow, Liquidity and Capital Resources
The following table sets forth an analysis of free cash flow for the three months ended:
| (in millions) | March 29, 2025 | March 30, 2024 | |||||||||
| Net cash used for operating activities of continuing operations | $ | (13.4) | $ | (148.1) | |||||||
| Net cash (used for) provided by: | |||||||||||
| Plus: Capital expenditures | (37.7) | (54.0) | |||||||||
| Plus: Proceeds from the sale of property, plant and equipment | 3.4 | 2.3 | |||||||||
| Plus: Effect of exchange rate changes on cash and cash equivalents | 3.3 | (4.7) | |||||||||
Total free cash flow (A) | $ | (44.4) | $ | (204.5) | |||||||
(A) We define "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, net of tax) and the effect of exchange rate changes on cash and cash equivalents. Free cash flow is not intended as an alternative measure of cash flow from operations, as determined in accordance with GAAP in the United States. We use this financial measure both in presenting our results to shareholders and the investment community and in our internal evaluation and management of our businesses. We believe that this financial measure and the information it provides are useful to investors because it permits investors to view our performance using the same tool that we use to gauge progress in achieving our goals. We believe 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 to fund investments in future growth initiatives.
Our major sources of funds for capital investments, acquisitions, share repurchase programs and dividend payments are cash generated from operating activities, available cash and marketable securities balances, divestitures and borrowings. We evaluate potential acquisitions, divestitures and joint ventures in the ordinary course of business.
2025 Cash Flow
Net cash used for operating activities of continuing operations in the three months ended March 29, 2025 totaled $13.4 million compared to $148.1 million in the three months ended March 30, 2024. The improvement is primarily due to less working capital usage. Working capital is defined as Accounts and notes receivable, Inventories and Prepaid expenses and other, net of Accounts payable and Accrued expenses as presented in the Condensed Consolidated Balance Sheets, excluding the impact of acquisitions and non-cash adjustments.
The primary drivers of net cash used for operating activities of continuing operations in the three months ended March 29, 2025 was working capital partially offset by net earnings, net of non-cash items. Accounts and notes receivable increased $116.1 million, primarily due to the timing of collections and inventory increased $52.2 million due to seasonal inventory build.
Net cash used for investing activities was $35.0 million and primarily related to $37.7 million of capital expenditures. Our capital spending was focused on investments in new products and technologies.
28
Net cash provided by financing activities was $77.9 million and primarily related to proceeds from issuances of short-term debt partially offset by payments of long-term debt including current maturities, common stock repurchases and cash dividends paid to common shareholders.
Liquidity and Capital Resources
We view our highly liquid assets as of March 29, 2025, December 31, 2024 and March 30, 2024 as:
| (in millions) | March 29, 2025 | December 31, 2024 | March 30, 2024 | ||||||||||||||
| Cash and cash equivalents, at cost, which approximates fair value | $ | 286.7 | $ | 269.0 | $ | 548.4 | |||||||||||
| Short-term investments in marketable securities | 0.8 | 0.8 | 0.8 | ||||||||||||||
| Total cash, cash equivalents and marketable securities | $ | 287.5 | $ | 269.8 | $ | 549.2 | |||||||||||
The following table sets forth an analysis of total liquidity as of March 29, 2025, December 31, 2024 and March 30, 2024:
| (in millions) | March 29, 2025 | December 31, 2024 | March 30, 2024 | ||||||||||||||
| Cash, cash equivalents and marketable securities | $ | 287.5 | $ | 269.8 | $ | 549.2 | |||||||||||
Amounts available under lending facility (A) | 997.0 | 997.0 | 741.7 | ||||||||||||||
Total liquidity (B) | $ | 1,284.5 | $ | 1,266.8 | $ | 1,290.9 | |||||||||||
(A) See Note 12 – Debt in the Notes to Condensed Consolidated Financial Statements for further details on our lending facility.
(B) We define Total liquidity as Cash and cash equivalents and Short-term investments in marketable securities as presented in the Condensed Consolidated Balance Sheets, plus amounts available for borrowing under our lending facilities. Total liquidity is not intended as an alternative measure to Cash and cash equivalents and Short-term investments in marketable securities as determined in accordance with GAAP in the United States. We use this financial measure both in presenting our results to shareholders and the investment community and in our internal evaluation and management of our businesses. We believe that this financial measure and the information it provides are useful to investors because it permits investors to view our performance using the same metric that we use to gauge progress in achieving our goals. We believe that the non-GAAP financial measure “Total liquidity” is also useful to investors because it is an indication of our available highly liquid assets and immediate sources of financing.
Cash, cash equivalents and marketable securities totaled $287.5 million as of March 29, 2025, an increase of $17.7 million from $269.8 million as of December 31, 2024, and a decrease of $261.7 million from $549.2 million as of March 30, 2024. Total debt as of March 29, 2025, December 31, 2024 and March 30, 2024 was $2,484.1 million, $2,340.6 million and $2,827.3 million, respectively. Our debt-to-capitalization ratio was 57 percent as of March 29, 2025 compared to 55 percent at December 31, 2024 and 58 percent as of March 30, 2024.
There were no borrowings under the Revolving Credit Agreement (Credit Facility) during the three months ended March 29, 2025 and we did not have any borrowings outstanding as of March 29, 2025. Available borrowing capacity under the Credit Facility as of March 29, 2025 totaled $997.0 million, net of $3.0 million of letters of credit outstanding. During the three months ended March 29, 2025, the maximum amount utilized under the CP Program was $445.5 million, and as of March 29, 2025, the Company had $380.0 million of borrowings outstanding under the CP Program. Refer to Note 12 – Debt in the Notes to Condensed Consolidated Financial Statements and Note 14 - Debt in the Notes to Consolidated Financial Statements in the 2023 Form 10-K, for further details.
The levels of borrowing capacity under our Credit Facility and CP Program are limited by both a leverage and interest coverage test. These covenants also pertain to termination provisions included in our wholesale financing joint-venture arrangements with Wells Fargo Commercial Distribution Finance. Based on our anticipated earnings generation throughout the year, we expect to maintain sufficient cushion against the existing debt covenants.
2025 Capital Strategy
We slightly moderated our expected capital spending and now anticipate approximately $150 million of capital expenditures for the year. We continue to target share repurchases of approximately $80 million in 2025.
29
Financing Joint Venture
Details of our Financing Joint Venture are outlined in the 2024 Form 10-K. There have been no material changes in our Financing Joint Venture since December 31, 2024.
Off-Balance Sheet Arrangements and Contractual Obligations
Our off-balance sheet arrangements and contractual obligations as of December 31, 2024 are detailed in the 2024 Form 10-K. There have been no material changes in these arrangements and obligations outside the ordinary course of business since December 31, 2024.
Environmental Regulation
There were no material changes in our environmental regulatory requirements since the filing of our 2024 Form
10-K.
Critical Accounting Policies
There were no material changes in our critical accounting policies since the filing of our 2024 Form 10-K.
As discussed in the 2024 Form 10-K, the preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amount of reported assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and revenues and expenses during the periods reported. Actual results may differ from those estimates.
Recent Accounting Pronouncements
Recent accounting pronouncements that have been adopted during the three months ended March 29, 2025, or will be adopted in future periods, are included in Note 1 – Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements.
30
Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates, and projections about Brunswick’s business and by their nature address matters that are, to different degrees, uncertain. Words such as “may,” “could,” “should,” “expect,” "anticipate," "project," "position," “intend,” “target,” “plan,” “seek,” “estimate,” “believe,” “predict,” “outlook,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this report. These risks include, but are not limited to: the effect of adverse general economic conditions, including rising interest rates, and the amount of disposable income consumers have available for discretionary spending; changes in currency exchange rates; changes to trade policy and tariffs, including retaliatory tariffs; fiscal and monetary policy changes; adverse capital market conditions; competitive pricing pressures; higher energy and fuel costs; managing our manufacturing footprint and operations; loss of key customers; international business risks, geopolitical tensions or conflicts, sanctions, embargoes, or other regulations; actual or anticipated increases in costs, disruptions of supply, or defects in raw materials, parts, or components we purchase from third parties; supplier manufacturing constraints, increased demand for shipping carriers, and transportation disruptions; adverse weather conditions, climate change events and other catastrophic event risks; our ability to develop new and innovative products and services at a competitive price; absorbing fixed costs in production; our ability to meet demand in a rapidly changing environment; public health emergencies or pandemics; risks associated with joint ventures that do not operate solely for our benefit; our ability to successfully implement our strategic plan and growth initiatives; attracting and retaining skilled labor, implementing succession plans for key leadership, and executing organizational and leadership changes; our ability to integrate acquisitions and the risk for associated disruption to our business; the risk that restructuring or strategic divestitures will not provide business benefits; our ability to identify and complete targeted acquisitions; maintaining effective distribution; dealer and customer ability to access adequate financing; inventory reductions by dealers, retailers, or independent boat builders; requirements for us to repurchase inventory; risks related to the Freedom Boat Club franchise business model; outages, breaches, or other cybersecurity events regarding our technology systems, which have affected and could further affect manufacturing and business operations and could result in lost or stolen information and associated remediation costs; our ability to protect our brands and intellectual property; an impairment to the value of goodwill and other assets; product liability, warranty, and other claims risks; legal, environmental, and other regulatory compliance, including increased costs, fines, and reputational risks; changes in income tax legislation or enforcement; managing our share repurchases; and risks associated with certain divisive shareholder activist actions.
Additional risk factors are included in the 2024 Form 10-K, as updated in this Quarterly Report on Form 10-Q and may be further updated in our filings with the SEC. Forward-looking statements speak only as of the date on which they are made, and Brunswick does not undertake any obligation to update them to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk from changes in foreign currency exchange rates, interest rates and commodity prices. We enter into various hedging transactions to mitigate these risks in accordance with guidelines established by our management. We do not use financial instruments for trading or speculative purposes. Our risk management objectives are described in Note 5 – Financial Instruments in the Notes to Condensed Consolidated Financial Statements and Note 12 in the Notes to Consolidated Financial Statements in the 2024 Form 10-K.
There have been no significant changes to our market risk since December 31, 2024. For a discussion of exposure to market risk, refer to Part II, Item 7A – Quantitative and Qualitative Disclosures about Market Risk, set forth in the 2024 Form 10-K.
31
Item 4. Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer (our principal executive officer and principal financial officer, respectively), we have evaluated our disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
32
PART II – OTHER INFORMATION
Item 1A. Risk Factors
The Company's operations and financial results are subject to certain risks and uncertainties, including those described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, which could adversely affect our business, financial condition, results of operations, cash flows, and the trading price of our common stock. There have been no material changes to the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2024, other than the updated risk factor below:
Changes to trade policy, tariffs, and import/export regulations may have a material adverse effect on our business, financial condition, and results of operations.
All our businesses are affected by global trade policy. We have been, and continue to be, subject to meaningful tariffs, such as China Section 301 investigation tariffs. In addition, the U.S. government has imposed new tariffs on foreign imports into the United States, including significant tariffs on most product imports from China as well as incremental tariffs on goods from other countries. These actions have resulted in certain retaliatory tariffs on U.S. goods sold into other countries. There may be no opportunity for exclusions from such tariffs, or we may not be granted exclusions. In addition to having to pay the tariffs, the volatile trade policy environment may lead to declining consumer confidence, inflation, lower economic expectations, and ultimately reduced demand for our products and services. This may result in a material adverse effect on our business, financial condition and results of operations as well as future asset impairments.
While we will attempt to take steps to mitigate or avoid some of these increased costs and disruptions, our ability to do so may be limited by operational and supply chain constraints, especially in the short term. In addition, our ability to recover cost increases through price adjustments may be limited by competitive pressures, customer acceptance, and contractual limitations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 30, 2024, our Board of Directors approved a $500 million increase to our share repurchase authorization. During the three months ended March 29, 2025, we repurchased $25.6 million of stock, and the remaining authorization was $395.8 million as of March 29, 2025.
We repurchased the following shares of common stock during the three months ended March 29, 2025:
| Period | Total Number of Shares Purchased | Weighted Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Maximum Amount of Dollars that May Yet Be Used to Purchase Shares Under the Program | ||||||||||||||||||||||
| January 1 to January 25 | 112,845 | $ | 66.46 | 112,845 | ||||||||||||||||||||||
| January 26 to February 22 | 47,863 | 68.52 | 47,863 | |||||||||||||||||||||||
| February 23 to March 29 | 257,643 | 57.67 | 257,643 | |||||||||||||||||||||||
| Total | 418,351 | $ | 61.28 | 418,351 | $ | 395,832,519 | ||||||||||||||||||||
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Item 5. Other Information
Securities Trading Plans of Executive Officers and Directors
Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables pre-arranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading and Unauthorized Disclosures Policy permits our officers and directors to enter into trading plans designed to comply with Rule 10b5-1.
During the quarterly period ended March 29, 2025, none of our officers (as defined in Rule 16a-1(f) under the Exchange Act) or directors adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).
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Item 6. Exhibits
| 101.INS | XBRL Instance Document | ||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
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SIGNATURES
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 thereunto duly authorized.
| BRUNSWICK CORPORATION | ||||||||
| April 30, 2025 | By: | /s/ RANDALL S. ALTMAN | ||||||
| Randall S. Altman | ||||||||
| Senior Vice President and Controller* | ||||||||
*Mr. Altman is signing this report both as a duly authorized officer and as the principal accounting officer.
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