BC 10-K Annual Report Dec. 31, 2024 | Alphaminr

BC 10-K Fiscal year ended Dec. 31, 2024

BRUNSWICK CORP
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TABLE OF CONTENTS
Part IprintItem 1. BusinessprintNote 5 Segment InformationprintNote 14 DebtprintNote 8 Financing Joint VentureprintNote 11 Commitments and ContingenciesprintNote 2 Revenue RecognitionprintItem 1A. Risk FactorsprintItem 1B. Unresolved Staff CommentsprintItem 1C. CybersecurityprintItem 2. PropertiesprintItem 3. Legal ProceedingsprintItem 4. Mine Safety DisclosuresprintPart IIprintItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesprintItem 6. ReservedprintItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsprintNote 1 Significant Accounting PoliciesprintNote 4 AcquisitionsprintNote 3 Restructuring, Exit and Impairment ActivitiesprintNote 10 Income TaxesprintNote 19 LeasesprintNote 9 Goodwill and Other IntangiblesprintItem 7A. Quantitative and Qualitative Disclosures About Market RiskprintItem 8. Financial Statements and Supplementary DataprintItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureprintItem 9A. Controls and ProceduresprintItem 9B. Other InformationprintItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsprintPart IIIprintItem 10. Directors, Executive Officers and Corporate GovernanceprintItem 11. Executive CompensationprintItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersprintItem 13. Certain Relationships and Related Transactions, and Director IndependenceprintItem 14. Principal Accounting Fees and ServicesprintPart IVprintItem 15. Exhibits and Financial Statement SchedulesprintNote 16 Stock Plans and Management CompensationprintNote 12 Financial InstrumentsprintNote 6 Fair Value MeasurementsprintNote 7 - InvestmentsprintNote 13 Accrued ExpensesprintNote 15 Postretirement BenefitsprintNote 17 Comprehensive Income (loss)printNote 18 Treasury StockprintNote 20 Supplier Finance Program ObligationsprintItem 16. Form 10-k Summaryprint

Exhibits

3.1 Amended and Restated Certificate of Incorporation of the Company, dated May 3, 2023, filed as Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 2023, as filed with the Securities and Exchange Commission, and hereby incorporated by reference. 3.3 Amended By-Laws of the Company, filed as Exhibit 3.1 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 6, 2022, and hereby incorporated by reference. 4.1 Description of the Company's Securities Registered Pursuant to Section 12 of the Exchange Act, filed as Exhibit 4.1 to the Company's Annual Report on Form 10-K for 2019 as filed with the Securities and Exchange Commission on February 18, 2020, and hereby incorporated by reference. 4.2 Indenture, dated as of October 3, 2018, between the Company and U.S. Bank National Association, as Trustee, filed as Exhibit 4.1 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2018, and hereby incorporated by reference. 4.3 First Supplemental Indenture, dated as of October 3, 2018, between the Company and U.S. Bank National Association, as Trustee, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2018, and hereby incorporated by reference. 4.4 Second Supplemental Indenture, dated as of December 3, 2018, between the Company and U.S. Bank National Association, as Trustee, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed on December 3, 2018 and hereby incorporated by reference. 4.5 Third Supplemental Indenture, dated as of March 4, 2019, between the Company and U.S. Bank National Association, as Trustee, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 4, 2019, and hereby incorporated by reference. 4.6 Fourth Supplemental Indenture, dated as of August 18, 2021, between the Company and U.S. Bank National Association, as trustee, filed as Exhibit 4.2 to the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on August 18, 2021 and hereby incorporated by reference. 4.7 Fifth Supplemental Indenture, dated as of March 29, 2022, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 29, 2022, and hereby incorporated by reference. 4.8 Sixth Supplemental Indenture, dated as of March 18, 2024, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K filed March 18, 2024, and hereby incorporated by reference. 4.9 Form of Global Note for the 6.500% Senior Notes due 2048, incorporated by reference to Exhibit 4.3 to the Companys Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 3, 2018 and hereby incorporated by reference. 4.10 Form of Global Note for the 6.375% Senior Notes due 2049, filed as Exhibit 4.3 to the Form 8-A filed with the Securities and Exchange Commission on March 4, 2019, and hereby incorporated by reference. 10.1 Amended and Restated Credit Agreement, dated as of October 11, 2024, among Brunswick Corporation, the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 11, 2024, and hereby incorporated by reference. 10.2 Form of Dealer Agreement between Brunswick Corporation and the Dealer party thereto, filed as Exhibit 10.1 to the Companys Current Report on Form 8-K as filed with the Securities and Exchange Commission on December 19, 2019, and hereby incorporated by reference. 10.3* Terms and Conditions of Employment Agreement for David M. Foulkes, effective January 1, 2019, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 10, 2018 and hereby incorporated by reference. 10.4* Form of Officer Terms and Conditions of Employment 10.5* Form of Non-Employee Director Indemnification Agreement, filed as Exhibit 10.5 to the Company's Annual Report on Form 10-K for 2006 as filed with the Securities and Exchange Commission on February 23, 2007, and hereby incorporated by reference. 10.6* Brunswick Corporation 2005 Elective Deferred Compensation Plan as amended and restated effective January 1, 2013, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, as filed with the Securities and Exchange Commission on August 3, 2012, and hereby incorporated by reference. 10.7* Brunswick Restoration Plan, as amended and restated effective January 1, 2013, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, as filed with the Securities and Exchange Commission on August 3, 2012, and hereby incorporated by reference. 10.8* Brunswick Corporation 2023 Stock Incentive Plan, filed as an appendix to the Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on March 23, 2023, and hereby incorporated by reference. 10.9* Brunswick Corporation 2014 Stock Incentive Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 28, 2014, as filed with the Securities and Exchange Commission on July 31, 2014 and hereby incorporated by reference. 10.10* Brunswick Corporation 2005 Automatic Deferred Compensation Plan as amended and restated effective January 1, 2018, filed as Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2019, as filed with the Securities and Exchange Commission on May 1, 2019, and hereby incorporated by reference. 10.11* 2025 Brunswick Performance Plan (BPP) Summary Terms and Conditions. 10.12* 2025 Performance Share Award Grant Terms and Conditions Pursuant to the Brunswick Corporation 2023 Stock Incentive Plan --TSR Participants. 10.13* 2025 Stock-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2023 Stock Incentive Plan. 10.14* 2024 Brunswick Performance Plan Summary Terms and Conditions,filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for 2023, as filed with the Securities and Exchange Commission onFebruary 16, 2024, and hereby incorporated by reference. 10.15* 2024 Performance Share Grant Terms and Conditions Pursuant to the Brunswick Corporation 2023 Stock Incentive Plan, filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for 2023, as filed with the Securities and Exchange Commission on February 16, 2024, and hereby incorporated by reference. 10.16* 2024 Stock-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2023 Stock Incentive Plan, filed as Exhibit 10.13 to the Company's Annual Report on Form 10-K for 2023, as filed with the Securities and Exchange Commission on February 16, 2024, and hereby incorporated by reference. 10.17* 2023 Performance Share Grant Terms and Conditions Pursuant to the Brunswick Corporation 2014 Stock Incentive Plan, filed as Exhibit 10.11 to the Company's Annual Report on Form 10-K for 2022, as filed with the Securities and Exchange Commission on February 16, 2023 and hereby incorporated by reference. 10.18* 2023 Stock-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2014 Stock Incentive Plan, filed as Exhibit 10.12 to the Company's Annual Report on Form 10-K for 2022, as filed with the Securities and Exchange Commission on February 16, 2023 and hereby incorporated by reference. 19.1 Brunswick Insider Trading and Unauthorized Disclosures Policy 21.1 Subsidiaries of the Company. 23.1 Consent of Independent Registered Public Accounting Firm. 24.1 Power of Attorney. 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Brunswick Corporation Compensation Recoupment Policy, filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K for 2023, as filed with the Securities and Exchange Commission on February 16, 2024and hereby incorporated by reference.