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x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
36-0848180
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
Large accelerated filer
|
x
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
PART I
|
Page
|
|
|
|
|
PART II
|
|
|
|
|
|
PART III
|
|
|
|
|
|
PART IV
|
|
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Europe
|
$
|
499.3
|
|
|
$
|
477.4
|
|
|
$
|
596.3
|
|
Canada
|
322.4
|
|
|
318.3
|
|
|
301.7
|
|
|||
Pacific Rim
|
292.7
|
|
|
307.7
|
|
|
289.7
|
|
|||
Latin America
|
225.7
|
|
|
205.5
|
|
|
191.6
|
|
|||
Africa & Middle East
|
89.8
|
|
|
88.3
|
|
|
104.3
|
|
|||
Total
|
$
|
1,429.9
|
|
|
$
|
1,397.2
|
|
|
$
|
1,483.6
|
|
•
|
An outboard engine assembly plant in Suzhou, China;
|
•
|
An outboard engine assembly plant operated by a joint venture in Japan;
|
•
|
A component manufacturing facility in Mexico;
|
•
|
Distribution, sales, service and applications engineering offices in Australia, Belgium, Brazil, Canada, China, Malaysia, Mexico, New Zealand and Singapore; and
|
•
|
Sales or representative offices in China, Dubai, Finland, France, Italy, Norway, Russia, Sweden and Switzerland.
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Marine Engine
|
$
|
70.6
|
|
|
$
|
61.5
|
|
|
$
|
56.7
|
|
Boat
|
22.4
|
|
|
20.2
|
|
|
17.5
|
|
|||
Fitness
|
21.7
|
|
|
19.2
|
|
|
17.6
|
|
|||
Bowling & Billiards
|
4.8
|
|
|
4.4
|
|
|
4.1
|
|
|||
Total
|
$
|
119.5
|
|
|
$
|
105.3
|
|
|
$
|
95.9
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||
|
Total
|
|
Union (domestic)
|
|
Total
|
|
Union (domestic)
|
||||
Marine Engine
|
5,331
|
|
|
1,880
|
|
|
5,202
|
|
|
1,814
|
|
Boat
(A)
|
3,748
|
|
|
—
|
|
|
4,393
|
|
|
—
|
|
Fitness
|
1,801
|
|
|
134
|
|
|
1,804
|
|
|
140
|
|
Bowling & Billiards
|
4,509
|
|
|
24
|
|
|
4,625
|
|
|
22
|
|
Corporate
(B)
|
312
|
|
|
—
|
|
|
153
|
|
|
—
|
|
Total
|
15,701
|
|
|
2,038
|
|
|
16,177
|
|
|
1,976
|
|
(A)
|
2012 employee numbers include employees of those businesses treated as discontinued operations.
|
(B)
|
2013 Corporate numbers include approximately 150 information technology employees that were previously included in the divisional totals and were consolidated within Corporate beginning in 2013.
|
Officer
|
|
Present Position
|
|
Age
|
|
|
|
|
|
Dustan E. McCoy
|
|
Chairman and Chief Executive Officer
|
|
64
|
William L. Metzger
|
|
Senior Vice President and Chief Financial Officer
|
|
52
|
Christopher E. Clawson
|
|
Vice President and President - Life Fitness
|
|
50
|
Kristin M. Coleman
|
|
Vice President, General Counsel and Secretary
|
|
45
|
Andrew E. Graves
|
|
Vice President and President - Brunswick Boat Group
|
|
54
|
Kevin S. Grodzki
|
|
Vice President and President - Global Sales and Marketing - Mercury Marine
|
|
58
|
B. Russell Lockridge
|
|
Vice President and Chief Human Resources Officer
|
|
64
|
Alan L. Lowe
|
|
Vice President - Finance and Controller
|
|
62
|
Mark D. Schwabero
|
|
Vice President and President - Mercury Marine
|
|
61
|
|
2008
|
2009
|
2010
|
2011
|
2012
|
2013
|
|||||
Brunswick
|
100.00
|
303.68
|
|
449.19
|
|
434.06
|
|
700.65
|
|
1,112.33
|
|
S&P 500 Index
|
100.00
|
123.45
|
|
139.23
|
|
139.23
|
|
157.90
|
|
204.63
|
|
S&P 500 GICS Consumer Discretionary Index
|
100.00
|
136.75
|
|
174.41
|
|
181.96
|
|
221.14
|
|
312.91
|
|
(in millions, except per share data)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Results of operations data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
3,887.5
|
|
|
$
|
3,717.6
|
|
|
$
|
3,670.0
|
|
|
$
|
3,338.0
|
|
|
$
|
2,729.5
|
|
Operating earnings (loss)
(A)
|
304.2
|
|
|
264.1
|
|
|
213.7
|
|
|
62.9
|
|
|
(503.6
|
)
|
|||||
Earnings (loss) before interest, loss on early extinguishment of debt and income taxes
(A)
|
304.8
|
|
|
262.5
|
|
|
208.4
|
|
|
58.4
|
|
|
(521.7
|
)
|
|||||
Earnings (loss) before income taxes
(A)
|
229.6
|
|
|
181.0
|
|
|
110.7
|
|
|
(38.1
|
)
|
|
(617.7
|
)
|
|||||
Net earnings (loss) from continuing operations
(A) (D)
|
775.2
|
|
|
147.4
|
|
|
90.6
|
|
|
(64.0
|
)
|
|
(513.1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss from discontinued operations, net of tax
(B) (C)
|
(6.0
|
)
|
|
(97.4
|
)
|
|
(18.7
|
)
|
|
(46.6
|
)
|
|
(73.1
|
)
|
|||||
Net earnings (loss)
(A) (B) (C) (D)
|
$
|
769.2
|
|
|
$
|
50.0
|
|
|
$
|
71.9
|
|
|
$
|
(110.6
|
)
|
|
$
|
(586.2
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) from continuing operations
(A) (D)
|
$
|
8.50
|
|
|
$
|
1.64
|
|
|
$
|
1.02
|
|
|
$
|
(0.72
|
)
|
|
$
|
(5.80
|
)
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss from discontinued operations, net of tax
(B) (C)
|
(0.07
|
)
|
|
(1.08
|
)
|
|
(0.21
|
)
|
|
(0.53
|
)
|
|
(0.83
|
)
|
|||||
Net earnings (loss)
(A) (B) (C) (D)
|
$
|
8.43
|
|
|
$
|
0.56
|
|
|
$
|
0.81
|
|
|
$
|
(1.25
|
)
|
|
$
|
(6.63
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average shares used for computation of basic earnings (loss) per share
|
91.2
|
|
|
89.8
|
|
|
89.3
|
|
|
88.7
|
|
|
88.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) from continuing operations
(A) (D)
|
$
|
8.26
|
|
|
$
|
1.59
|
|
|
$
|
0.98
|
|
|
$
|
(0.72
|
)
|
|
$
|
(5.80
|
)
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss from discontinued operations, net of tax
(B) (C)
|
(0.06
|
)
|
|
(1.05
|
)
|
|
(0.20
|
)
|
|
(0.53
|
)
|
|
(0.83
|
)
|
|||||
Net earnings (loss)
(A) (B) (C) (D)
|
$
|
8.20
|
|
|
$
|
0.54
|
|
|
$
|
0.78
|
|
|
$
|
(1.25
|
)
|
|
$
|
(6.63
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Average shares used for computation of diluted earnings (loss) per share
|
93.8
|
|
|
92.4
|
|
|
92.2
|
|
|
88.7
|
|
|
88.4
|
|
(A)
|
2013 results include $21.4 million of pretax restructuring, exit and impairment charges. 2012 results include $25.8 million of pretax restructuring, exit and impairment charges. 2011 results include $21.3 million of pretax restructuring, exit and impairment charges. 2010 results include $54.2 million of pretax restructuring, exit and impairment charges. 2009 results include $158.3 million of pretax restructuring, exit and impairment charges.
|
(B)
|
Net loss from discontinued operations in 2013 includes a Gain on disposal of discontinued operations, net of tax of $1.6 million (a pre-tax loss of $1.4 million and a net tax benefit of $3.0 million). Net loss from discontinued operations in 2012 includes an impairment charge on assets held for sale, net of tax of $53.2 million ($52.7 million pre-tax). See
Note 2 – Discontinued Operations
in the Notes to Consolidated Financial Statements for further discussion.
|
(C)
|
Net loss from discontinued operations includes other restructuring and impairment charges, net of tax of $14.5 million, $1.4 million, $8.1 million and $14.2 million in 2012, 2011, 2010 and 2009, respectively.
|
(D)
|
Net earnings (loss) from continuing operations includes an income tax benefit of $599.5 million from the reversal of deferred tax valuation allowance reserves in 2013.
|
(in millions, except per share and other data)
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Balance sheet data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets of continuing operations
|
$
|
2,915.8
|
|
|
$
|
2,424.2
|
|
|
$
|
2,420.8
|
|
|
$
|
2,610.4
|
|
|
$
|
2,608.7
|
|
Debt
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term
|
$
|
6.4
|
|
|
$
|
8.2
|
|
|
$
|
2.4
|
|
|
$
|
2.2
|
|
|
$
|
11.5
|
|
Long-term
|
453.4
|
|
|
563.6
|
|
|
690.4
|
|
|
828.4
|
|
|
839.4
|
|
|||||
Total debt
|
459.8
|
|
|
571.8
|
|
|
692.8
|
|
|
830.6
|
|
|
850.9
|
|
|||||
Common shareholders' equity
(A)
|
1,038.4
|
|
|
77.7
|
|
|
30.9
|
|
|
70.4
|
|
|
210.3
|
|
|||||
Total capitalization
|
$
|
1,498.2
|
|
|
$
|
649.5
|
|
|
$
|
723.7
|
|
|
$
|
901.0
|
|
|
$
|
1,061.2
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash flow data
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities of continuing operations
|
$
|
204.8
|
|
|
$
|
183.6
|
|
|
$
|
135.2
|
|
|
$
|
195.6
|
|
|
$
|
150.2
|
|
Depreciation and amortization
|
87.5
|
|
|
90.0
|
|
|
99.4
|
|
|
123.9
|
|
|
150.8
|
|
|||||
Capital expenditures
|
148.1
|
|
|
115.2
|
|
|
87.1
|
|
|
53.6
|
|
|
31.8
|
|
|||||
Investments
|
(1.5
|
)
|
|
1.7
|
|
|
(0.9
|
)
|
|
(7.2
|
)
|
|
(6.2
|
)
|
|||||
Cash dividends paid
|
9.1
|
|
|
4.5
|
|
|
4.5
|
|
|
4.4
|
|
|
4.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other data
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per share
|
$
|
0.10
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
Book value per share
(A)
|
11.39
|
|
|
0.87
|
|
|
0.35
|
|
|
0.79
|
|
|
2.38
|
|
|||||
Return on beginning shareholders' equity
(A)
|
990.0
|
%
|
|
161.8
|
%
|
|
102.1
|
%
|
|
(52.6
|
)%
|
|
(80.3
|
)%
|
|||||
Effective tax rate from continuing operations
|
NM
|
|
|
18.6
|
%
|
|
18.2
|
%
|
|
(68.0
|
)%
|
|
16.9
|
%
|
|||||
Debt-to-capitalization rate
(A)
|
30.7
|
%
|
|
88.0
|
%
|
|
95.7
|
%
|
|
92.2
|
%
|
|
80.2
|
%
|
|||||
Number of employees
|
15,701
|
|
|
16,177
|
|
|
15,356
|
|
|
15,290
|
|
|
15,003
|
|
|||||
Number of shareholders of record
|
10,243
|
|
|
10,900
|
|
|
11,550
|
|
|
12,134
|
|
|
12,602
|
|
|||||
Common stock price (NYSE)
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
46.48
|
|
|
$
|
29.09
|
|
|
$
|
26.93
|
|
|
$
|
22.62
|
|
|
$
|
13.11
|
|
Low
|
30.42
|
|
|
18.49
|
|
|
13.46
|
|
|
10.34
|
|
|
2.18
|
|
|||||
Close (last trading day)
|
46.06
|
|
|
29.09
|
|
|
18.06
|
|
|
18.74
|
|
|
12.71
|
|
(A)
|
Includes an income tax benefit of $599.5 million from the reversal of deferred tax valuation allowance reserves in 2013.
|
•
|
Deliver revenue growth;
|
•
|
Experience strong increases in operating earnings as well as maintain strong gross margins achieved in 2012; and
|
•
|
Continue to generate strong free cash flow, retire debt and make significant contributions into the Company's defined benefit pension plans in pursuit of fully funding these plans.
|
•
|
Ended the year with a 5 percent increase in net sales when compared with 2012, despite unfavorable retail demand trends in certain marine segments, due to the following:
|
•
|
Favorable demand environment in the aluminum and fiberglass outboard boat and engine markets with increased sales in outboard engine products, such as the 150 horsepower FourStroke, the Verado engine family and engines in the 75 to 115 horsepower range;
|
•
|
Increased sales in the marine service, parts and accessories businesses reflecting contributions from new products, market share gains and stable boat participation;
|
•
|
Fitness segment net sales benefited from introductions of new products as well as strong gains in international markets and growth in sales to U.S. health club and hospitality customers; and
|
•
|
International sales for the Company increased 2 percent in 2013 when compared with 2012, primarily due to increased sales to European and Latin American markets.
|
•
|
Reported operating earnings of $304.2 million in 2013 compared with operating earnings of $264.1 million in 2012 and $213.7 million in 2011;
|
•
|
Increased investment spending to support long-term growth initiatives was partially offset by continuing successful cost reduction actions, achieving operating efficiency improvements and realizing the benefits from restructuring activities; and
|
•
|
Improved gross margins 70 basis points in 2013 when compared to 2012.
|
•
|
Operating cash flows from continuing operations totaled $204.8 million during 2013, benefitting from improved operating results, partially offset by cash used for changes in certain current assets and current liabilities;
|
•
|
Selectively increased capital expenditures to support strategic and growth initiatives and for profit-maintaining investments;
|
•
|
Generated strong free cash flow of $75.9 million in 2013 which enabled the Company to reach its debt reduction targets and will allow for funding of future investments in growth;
|
•
|
Reduced debt balances by $112.0 million as well as the average interest rate on outstanding debt, which lowered interest expense by $24.2 million;
|
•
|
Contributed $53.8 million to the Company's defined benefit pension plans, which combined with the reduction of the unfunded obligation of approximately $200 million at December 31, 2013 due to an increase in the discount rate and strong investment returns, brought the aggregate funded status of qualified pension plans to approximately 79 percent; and
|
•
|
Ended the year with $369.2 million of cash and marketable securities, a net reduction of $59.5 million.
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Marine Engine
|
$
|
—
|
|
|
$
|
4.2
|
|
|
$
|
11.0
|
|
Boat
|
15.8
|
|
|
21.3
|
|
|
8.3
|
|
|||
Fitness
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|||
Bowling & Billiards
|
4.9
|
|
|
0.4
|
|
|
1.9
|
|
|||
Corporate
|
0.7
|
|
|
(0.2
|
)
|
|
—
|
|
|||
Total
|
$
|
21.4
|
|
|
$
|
25.8
|
|
|
$
|
21.3
|
|
|
|
|
|
|
2013 vs. 2012
Increase/(Decrease)
|
|
2012 vs. 2011
Increase/(Decrease)
|
||||||||||||||||||
(in millions, except per share data)
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Net sales
|
$
|
3,887.5
|
|
|
$
|
3,717.6
|
|
|
$
|
3,670.0
|
|
|
$
|
169.9
|
|
|
4.6
|
%
|
|
$
|
47.6
|
|
|
1.3
|
%
|
Gross margin
(A)
|
1,015.2
|
|
|
944.0
|
|
|
877.4
|
|
|
71.2
|
|
|
7.5
|
%
|
|
66.6
|
|
|
7.6
|
%
|
|||||
Restructuring, exit and impairment charges
|
21.4
|
|
|
25.8
|
|
|
21.3
|
|
|
(4.4
|
)
|
|
(17.1
|
)%
|
|
4.5
|
|
|
21.1
|
%
|
|||||
Operating earnings
|
304.2
|
|
|
264.1
|
|
|
213.7
|
|
|
40.1
|
|
|
15.2
|
%
|
|
50.4
|
|
|
23.6
|
%
|
|||||
Net earnings from continuing operations
(B)
|
775.2
|
|
|
147.4
|
|
|
90.6
|
|
|
627.8
|
|
|
NM
|
|
|
56.8
|
|
|
62.7
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted earnings per common share from continuing operations
(B)
|
$
|
8.26
|
|
|
$
|
1.59
|
|
|
$
|
0.98
|
|
|
$
|
6.67
|
|
|
NM
|
|
|
$
|
0.61
|
|
|
62.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Expressed as a percentage of Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gross margin
|
26.1
|
%
|
|
25.4
|
%
|
|
23.9
|
%
|
|
|
|
|
70 bpts
|
|
|
|
|
150 bpts
|
|
||||||
Selling, general and administrative expense
|
14.7
|
%
|
|
14.8
|
%
|
|
14.9
|
%
|
|
|
|
|
(10) bpts
|
|
|
|
|
(10) bpts
|
|
||||||
Research and development expense
|
3.1
|
%
|
|
2.8
|
%
|
|
2.6
|
%
|
|
|
|
|
30 bpts
|
|
|
|
|
20 bpts
|
|
||||||
Operating margin
|
7.8
|
%
|
|
7.1
|
%
|
|
5.8
|
%
|
|
|
|
|
70 bpts
|
|
|
|
|
130 bpts
|
|
(A)
|
Gross margin is defined as Net sales less Cost of sales as presented in the Consolidated Statements of Operations.
|
(B)
|
Net earnings from continuing operations in 2013 includes an income tax benefit of $599.5 million from the reversal of deferred tax valuation allowance reserves as well as a net charge of $30.2 million, which included unfavorable valuation allowance adjustments primarily related to stock-based compensation, partially offset by the reassessment of tax reserves.
|
|
|
|
|
|
2013 vs. 2012
Increase/(Decrease) |
|
2012 vs. 2011
Increase/(Decrease) |
||||||||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Net sales
|
$
|
2,088.1
|
|
|
$
|
1,988.5
|
|
|
$
|
1,905.3
|
|
|
$
|
99.6
|
|
|
5.0
|
%
|
|
$
|
83.2
|
|
|
4.4
|
%
|
Restructuring, exit and impairment charges
|
—
|
|
|
4.2
|
|
|
11.0
|
|
|
(4.2
|
)
|
|
(100.0
|
)%
|
|
(6.8
|
)
|
|
(61.8
|
)%
|
|||||
Operating earnings
|
284.2
|
|
|
243.8
|
|
|
217.5
|
|
|
40.4
|
|
|
16.6
|
%
|
|
26.3
|
|
|
12.1
|
%
|
|||||
Operating margin
|
13.6
|
%
|
|
12.3
|
%
|
|
11.4
|
%
|
|
|
|
|
130 bpts
|
|
|
|
|
90 bpts
|
|
||||||
Capital expenditures
|
$
|
77.0
|
|
|
$
|
56.6
|
|
|
$
|
44.3
|
|
|
$
|
20.4
|
|
|
36.0
|
%
|
|
$
|
12.3
|
|
|
27.8
|
%
|
|
|
|
|
|
2013 vs. 2012
Increase/(Decrease) |
|
2012 vs. 2011
Increase/(Decrease) |
||||||||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Net sales
|
$
|
1,032.0
|
|
|
$
|
1,002.6
|
|
|
$
|
1,007.6
|
|
|
$
|
29.4
|
|
|
2.9
|
%
|
|
$
|
(5.0
|
)
|
|
(0.5
|
)%
|
Restructuring, exit and impairment charges
|
15.8
|
|
|
21.3
|
|
|
8.3
|
|
|
(5.5
|
)
|
|
(25.8
|
)%
|
|
13.0
|
|
|
NM
|
|
|||||
Operating loss
|
(21.8
|
)
|
|
(28.5
|
)
|
|
(27.3
|
)
|
|
(6.7
|
)
|
|
(23.5
|
)%
|
|
1.2
|
|
|
4.4
|
%
|
|||||
Operating margin
|
(2.1
|
)%
|
|
(2.8
|
)%
|
|
(2.7
|
)%
|
|
|
|
|
70 bpts
|
|
|
|
|
(10) bpts
|
|
||||||
Capital expenditures
|
$
|
39.7
|
|
|
$
|
33.4
|
|
|
$
|
25.6
|
|
|
$
|
6.3
|
|
|
18.9
|
%
|
|
$
|
7.8
|
|
|
30.5
|
%
|
|
|
|
|
|
2013 vs. 2012
Increase/(Decrease) |
|
2012 vs. 2011
Increase/(Decrease) |
||||||||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Net sales
|
$
|
693.5
|
|
|
$
|
635.9
|
|
|
$
|
635.2
|
|
|
$
|
57.6
|
|
|
9.1
|
%
|
|
$
|
0.7
|
|
|
0.1
|
%
|
Restructuring, exit and impairment charges
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
(100.0
|
)%
|
|
—
|
|
|
—
|
%
|
|||||
Operating earnings
|
106.1
|
|
|
103.1
|
|
|
93.4
|
|
|
3.0
|
|
|
2.9
|
%
|
|
9.7
|
|
|
10.4
|
%
|
|||||
Operating margin
|
15.3
|
%
|
|
16.2
|
%
|
|
14.7
|
%
|
|
|
|
|
(90) bpts
|
|
|
|
|
150 bpts
|
|
||||||
Capital expenditures
|
$
|
8.1
|
|
|
$
|
7.5
|
|
|
$
|
6.9
|
|
|
$
|
0.6
|
|
|
8.0
|
%
|
|
$
|
0.6
|
|
|
8.7
|
%
|
|
|
|
|
|
2013 vs. 2012
Increase/(Decrease) |
|
2012 vs. 2011
Increase/(Decrease) |
||||||||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Net sales
|
$
|
310.3
|
|
|
$
|
322.3
|
|
|
$
|
325.2
|
|
|
$
|
(12.0
|
)
|
|
(3.7
|
)%
|
|
$
|
(2.9
|
)
|
|
(0.9
|
)%
|
Restructuring, exit and impairment charges
|
4.9
|
|
|
0.4
|
|
|
1.9
|
|
|
4.5
|
|
|
NM
|
|
|
(1.5
|
)
|
|
(78.9
|
)%
|
|||||
Operating earnings
|
24.5
|
|
|
28.5
|
|
|
23.6
|
|
|
(4.0
|
)
|
|
(14.0
|
)%
|
|
4.9
|
|
|
20.8
|
%
|
|||||
Operating margin
|
7.9
|
%
|
|
8.8
|
%
|
|
7.3
|
%
|
|
|
|
|
(90) bpts
|
|
|
|
|
150 bpts
|
|
||||||
Capital expenditures
|
$
|
21.9
|
|
|
$
|
17.4
|
|
|
$
|
9.9
|
|
|
$
|
4.5
|
|
|
25.9
|
%
|
|
$
|
7.5
|
|
|
75.8
|
%
|
|
|
|
|
|
2013 vs. 2012
Increase/(Decrease) |
|
2012 vs. 2011
Increase/(Decrease) |
||||||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||
Restructuring, exit and impairment charges (gains)
|
$
|
0.7
|
|
|
$
|
(0.2
|
)
|
|
$
|
—
|
|
|
0.9
|
|
|
NM
|
|
|
(0.2
|
)
|
|
NM
|
|
Operating loss
|
(70.1
|
)
|
|
(58.7
|
)
|
|
(63.1
|
)
|
|
11.4
|
|
|
19.4
|
%
|
|
(4.4
|
)
|
|
(7.0
|
)%
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Net cash provided by operating activities of continuing operations
|
$
|
204.8
|
|
|
$
|
183.6
|
|
|
$
|
135.2
|
|
Net cash provided by (used for):
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(148.1
|
)
|
|
(115.2
|
)
|
|
(87.1
|
)
|
|||
Proceeds from the sale of property, plant and equipment
|
17.8
|
|
|
18.8
|
|
|
30.5
|
|
|||
Other, net
|
1.4
|
|
|
3.0
|
|
|
13.2
|
|
|||
Total free cash flow from continuing operations*
|
$
|
75.9
|
|
|
$
|
90.2
|
|
|
$
|
91.8
|
|
(in millions)
|
2013
|
|
2012
|
||||
Cash and cash equivalents
|
$
|
356.5
|
|
|
$
|
284.3
|
|
Short-term investments in marketable securities
|
12.7
|
|
|
92.3
|
|
||
Long-term investments in marketable securities
|
—
|
|
|
52.1
|
|
||
Total cash, cash equivalents and marketable securities
|
$
|
369.2
|
|
|
$
|
428.7
|
|
(in millions)
|
2013
|
|
2012
|
||||
Short-term debt, including current maturities of long-term debt
|
$
|
6.4
|
|
|
$
|
8.2
|
|
Long-term debt
|
453.4
|
|
|
563.6
|
|
||
Total debt
|
459.8
|
|
|
571.8
|
|
||
Less: Cash, cash equivalents and marketable securities
|
369.2
|
|
|
428.7
|
|
||
Net debt
(A)
|
$
|
90.6
|
|
|
$
|
143.1
|
|
(in millions)
|
2013
|
|
2012
|
||||
Cash, cash equivalents and marketable securities
|
$
|
369.2
|
|
|
$
|
428.7
|
|
Amounts available under its asset-based lending facilities
|
277.9
|
|
|
272.8
|
|
||
Total liquidity
(A)
|
$
|
647.1
|
|
|
$
|
701.5
|
|
|
Payments due by period
|
||||||||||||||||||
(in millions)
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Contractual Obligations
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt
(1)
|
$
|
466.4
|
|
|
$
|
6.4
|
|
|
$
|
11.1
|
|
|
$
|
11.4
|
|
|
$
|
437.5
|
|
Interest payments on long-term debt
|
290.9
|
|
|
27.1
|
|
|
53.9
|
|
|
53.5
|
|
|
156.4
|
|
|||||
Operating leases
(2)
|
134.1
|
|
|
32.6
|
|
|
49.4
|
|
|
27.4
|
|
|
24.7
|
|
|||||
Capital leases
(2)
|
7.9
|
|
|
0.8
|
|
|
1.7
|
|
|
1.8
|
|
|
3.6
|
|
|||||
Purchase obligations
(3)
|
123.4
|
|
|
123.0
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|||||
Deferred management compensation
(4)
|
65.5
|
|
|
5.0
|
|
|
7.0
|
|
|
3.0
|
|
|
50.5
|
|
|||||
Other tax liabilities
(5)
|
0.7
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities
(6)
|
193.0
|
|
|
48.7
|
|
|
78.7
|
|
|
42.4
|
|
|
23.2
|
|
|||||
Total contractual obligations
|
$
|
1,281.9
|
|
|
$
|
244.3
|
|
|
$
|
202.0
|
|
|
$
|
139.7
|
|
|
$
|
695.9
|
|
(1)
|
See
Note 15 – Debt
in the Notes to Consolidated Financial Statements for additional information on the Company's debt. “Debt” refers to future cash principal payments.
|
(2)
|
See
Note 20 – Leases
in the Notes to Consolidated Financial Statements for additional information on the Company's operating and capital leases.
|
(3)
|
Purchase obligations represent agreements with suppliers and vendors at the end of 2013 for raw materials and other supplies as part of the normal course of business.
|
(4)
|
Amounts primarily represent long-term deferred compensation plans for Company management. Payments are assumed to be equal to the remaining liability.
|
(5)
|
Represents the expected cash obligations related to the Company's liability for uncertain income tax positions. As of December 31, 2013, the Company's total liability for uncertain tax positions including interest was $6.3 million. Due to the high degree of uncertainty regarding the timing of potential future cash outflows associated with these liabilities, other than the items included in the table above, the Company was unable to make a reasonably reliable estimate of the amount and period in which these remaining liabilities might be paid.
|
(6)
|
Other long-term liabilities include amounts recorded as secured obligations for lease and other long-term receivables originated by the Company and assigned to third parties where the transfer of assets do not meet the conditions for a sale as a result of the Company's contingent obligation to repurchase the receivables in the event of customer non-payment. Amounts above also include obligations under deferred revenue arrangements and future projected payments related to the Company's nonqualified pension plans. Other long-term liabilities also include $33.6 million of required qualified pension plan contributions to be paid in 2014; however, the Company anticipates contributing additional discretionary contributions to bring the total contributions to qualified pension plans to approximately $52 million. Additionally, $5.8 million of scheduled retiree health care and life insurance benefit plan payments are included in other long-term liabilities. Due to the high degree of uncertainty regarding the potential future cash outflows associated with these plans, the Company is unable to provide a reasonably reliable estimate of the amounts and periods in which any additional liabilities might be paid.
|
(in millions)
|
2013
|
|
2012
|
||||
Risk Category
|
|
|
|
||||
Foreign exchange
|
$
|
20.8
|
|
|
$
|
18.1
|
|
Commodity prices
|
$
|
2.2
|
|
|
$
|
2.3
|
|
Interest rates
|
$
|
—
|
|
|
$
|
1.9
|
|
|
Page
|
Financial Statements:
|
|
|
|
Financial Statement Schedule:
|
|
|
|
/s/ DUSTAN E. McCOY
|
/s/ WILLIAM L. METZGER
|
Dustan E. McCoy
|
William L. Metzger
|
Chairman and Chief Executive Officer
|
Senior Vice President and Chief Financial Officer
|
BRUNSWICK CORPORATION
Consolidated Statements of Operations
|
|||||||||||
|
For the Years Ended December 31
|
||||||||||
(in millions, except per share data)
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
$
|
3,887.5
|
|
|
$
|
3,717.6
|
|
|
$
|
3,670.0
|
|
Cost of sales
|
2,872.3
|
|
|
2,773.6
|
|
|
2,792.6
|
|
|||
Selling, general and administrative expense
|
570.1
|
|
|
548.8
|
|
|
546.5
|
|
|||
Research and development expense
|
119.5
|
|
|
105.3
|
|
|
95.9
|
|
|||
Restructuring, exit and impairment charges
|
21.4
|
|
|
25.8
|
|
|
21.3
|
|
|||
Operating earnings
|
304.2
|
|
|
264.1
|
|
|
213.7
|
|
|||
Equity loss
|
(1.9
|
)
|
|
(3.8
|
)
|
|
(4.7
|
)
|
|||
Other income (expense), net
|
2.5
|
|
|
2.2
|
|
|
(0.6
|
)
|
|||
Earnings before interest, loss on early extinguishment of debt and income taxes
|
304.8
|
|
|
262.5
|
|
|
208.4
|
|
|||
Interest expense
|
(43.9
|
)
|
|
(68.1
|
)
|
|
(81.8
|
)
|
|||
Interest income
|
1.5
|
|
|
2.9
|
|
|
3.9
|
|
|||
Loss on early extinguishment of debt
|
(32.8
|
)
|
|
(16.3
|
)
|
|
(19.8
|
)
|
|||
Earnings before income taxes
|
229.6
|
|
|
181.0
|
|
|
110.7
|
|
|||
Income tax provision (benefit)
|
(545.6
|
)
|
|
33.6
|
|
|
20.1
|
|
|||
Net earnings from continuing operations
|
775.2
|
|
|
147.4
|
|
|
90.6
|
|
|||
|
|
|
|
|
|
||||||
Discontinued operations:
|
|
|
|
|
|
||||||
Loss from discontinued operations, net of tax
|
(7.6
|
)
|
|
(44.2
|
)
|
|
(18.7
|
)
|
|||
Gain on disposal of discontinued operations, net of tax
|
1.6
|
|
|
—
|
|
|
—
|
|
|||
Impairment charges on assets held for sale, net of tax
|
—
|
|
|
(53.2
|
)
|
|
—
|
|
|||
Net loss from discontinued operations, net of tax
|
(6.0
|
)
|
|
(97.4
|
)
|
|
(18.7
|
)
|
|||
Net earnings
|
$
|
769.2
|
|
|
$
|
50.0
|
|
|
$
|
71.9
|
|
|
|
|
|
|
|
||||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
8.50
|
|
|
$
|
1.64
|
|
|
$
|
1.02
|
|
Loss from discontinued operations
|
(0.07
|
)
|
|
(1.08
|
)
|
|
(0.21
|
)
|
|||
Net earnings
|
$
|
8.43
|
|
|
$
|
0.56
|
|
|
$
|
0.81
|
|
|
|
|
|
|
|
||||||
Diluted
|
|
|
|
|
|
||||||
Earnings from continuing operations
|
$
|
8.26
|
|
|
$
|
1.59
|
|
|
$
|
0.98
|
|
Loss from discontinued operations
|
(0.06
|
)
|
|
(1.05
|
)
|
|
(0.20
|
)
|
|||
Net earnings
|
$
|
8.20
|
|
|
$
|
0.54
|
|
|
$
|
0.78
|
|
|
|
|
|
|
|
||||||
Weighted average shares used for computation of:
|
|
|
|
|
|
|
|
||||
Basic earnings (loss) per common share
|
91.2
|
|
|
89.8
|
|
|
89.3
|
|
|||
Diluted earnings (loss) per common share
|
93.8
|
|
|
92.4
|
|
|
92.2
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
$
|
0.10
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
BRUNSWICK CORPORATION
Consolidated Statements of Comprehensive Income
|
|||||||||||
|
For the Years Ended December 31
|
||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Net earnings
|
$
|
769.2
|
|
|
$
|
50.0
|
|
|
$
|
71.9
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments arising during period
|
(6.7
|
)
|
|
6.4
|
|
|
(4.2
|
)
|
|||
Less: reclassification of foreign currency translation included in Net earnings
|
(0.7
|
)
|
|
—
|
|
|
(16.2
|
)
|
|||
Net foreign currency translation
(A)
|
(7.4
|
)
|
|
6.4
|
|
|
(20.4
|
)
|
|||
Defined benefit plans:
|
|
|
|
|
|
||||||
Prior service credits arising during period
|
—
|
|
|
0.2
|
|
|
6.1
|
|
|||
Net actuarial gains (losses) arising during period
|
145.4
|
|
|
(30.0
|
)
|
|
(122.7
|
)
|
|||
Less: amortization of prior service credits included in Net earnings
|
(7.0
|
)
|
|
(7.5
|
)
|
|
(5.9
|
)
|
|||
Less: amortization of net actuarial losses included in Net earnings
|
23.2
|
|
|
22.9
|
|
|
22.4
|
|
|||
Net defined benefit plans
(B)
|
161.6
|
|
|
(14.4
|
)
|
|
(100.1
|
)
|
|||
Investments:
|
|
|
|
|
|
||||||
Unrealized holding gains (losses) arising during period
|
—
|
|
|
0.1
|
|
|
(1.0
|
)
|
|||
Less: reclassification adjustment included in Net earnings
|
—
|
|
|
—
|
|
|
0.2
|
|
|||
Net unrealized investment gains (losses)
(A)
|
—
|
|
|
0.1
|
|
|
(0.8
|
)
|
|||
Derivatives:
|
|
|
|
|
|
||||||
Losses on derivatives arising during period
|
(5.3
|
)
|
|
(10.0
|
)
|
|
(9.8
|
)
|
|||
Less: reclassification adjustment included in Net earnings
|
4.7
|
|
|
3.6
|
|
|
5.8
|
|
|||
Net unrealized losses on derivatives
(A)
|
(0.6
|
)
|
|
(6.4
|
)
|
|
(4.0
|
)
|
|||
Other comprehensive income (loss)
|
153.6
|
|
|
(14.3
|
)
|
|
(125.3
|
)
|
|||
Comprehensive income (loss)
|
$
|
922.8
|
|
|
$
|
35.7
|
|
|
$
|
(53.4
|
)
|
BRUNSWICK CORPORATION
Consolidated Balance Sheets
|
|||||||
|
As of December 31
|
||||||
(in millions)
|
2013
|
|
2012
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents, at cost, which approximates market
|
$
|
356.5
|
|
|
$
|
284.3
|
|
Short-term investments in marketable securities
|
12.7
|
|
|
92.3
|
|
||
Total cash, cash equivalents and short-term investments in marketable securities
|
369.2
|
|
|
376.6
|
|
||
Restricted cash
|
6.5
|
|
|
13.0
|
|
||
Accounts and notes receivable, less allowances of $22.0 and $27.1
|
364.6
|
|
|
349.2
|
|
||
Inventories
|
|
|
|
|
|
||
Finished goods
|
379.9
|
|
|
363.3
|
|
||
Work-in-process
|
146.1
|
|
|
142.4
|
|
||
Raw materials
|
73.3
|
|
|
70.1
|
|
||
Net inventories
|
599.3
|
|
|
575.8
|
|
||
Deferred income taxes
|
137.6
|
|
|
18.8
|
|
||
Prepaid expenses and other
|
31.4
|
|
|
26.7
|
|
||
Current assets held for sale
|
—
|
|
|
—
|
|
||
Current assets
|
1,508.6
|
|
|
1,360.1
|
|
||
|
|
|
|
||||
Property
|
|
|
|
|
|
||
Land
|
79.3
|
|
|
80.6
|
|
||
Buildings and improvements
|
538.6
|
|
|
564.3
|
|
||
Equipment
|
1,013.9
|
|
|
997.4
|
|
||
Total land, buildings and improvements and equipment
|
1,631.8
|
|
|
1,642.3
|
|
||
Accumulated depreciation
|
(1,094.7
|
)
|
|
(1,131.4
|
)
|
||
Net land, buildings and improvements and equipment
|
537.1
|
|
|
510.9
|
|
||
Unamortized product tooling costs
|
80.7
|
|
|
70.5
|
|
||
Net property
|
617.8
|
|
|
581.4
|
|
||
|
|
|
|
||||
Other assets
|
|
|
|
|
|
||
Goodwill
|
291.7
|
|
|
291.7
|
|
||
Other intangibles, net
|
35.4
|
|
|
38.1
|
|
||
Long-term investments in marketable securities
|
—
|
|
|
52.1
|
|
||
Equity investments
|
41.3
|
|
|
42.4
|
|
||
Non-current deferred tax asset
|
377.0
|
|
|
—
|
|
||
Other long-term assets
|
44.0
|
|
|
58.4
|
|
||
Long-term assets held for sale
|
—
|
|
|
—
|
|
||
Other assets
|
789.4
|
|
|
482.7
|
|
||
|
|
|
|
||||
Total assets
|
$
|
2,915.8
|
|
|
$
|
2,424.2
|
|
|
|
|
|
||||
The Notes to Consolidated Financial Statements are an integral part of these consolidated statements.
|
BRUNSWICK CORPORATION
Consolidated Balance Sheets
|
|||||||
|
As of December 31
|
||||||
(in millions)
|
2013
|
|
2012
|
||||
Liabilities and shareholders’ equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Short-term debt, including $6.4 and $6.5 of current maturities of long-term debt
|
$
|
6.4
|
|
|
$
|
8.2
|
|
Accounts payable
|
315.6
|
|
|
334.4
|
|
||
Accrued expenses
|
561.1
|
|
|
576.2
|
|
||
Current liabilities held for sale
|
—
|
|
|
18.4
|
|
||
Current liabilities
|
883.1
|
|
|
937.2
|
|
||
|
|
|
|
||||
Long-term liabilities
|
|
|
|
|
|
||
Debt
|
453.4
|
|
|
563.6
|
|
||
Deferred income taxes
|
—
|
|
|
92.7
|
|
||
Postretirement benefits
|
347.3
|
|
|
552.6
|
|
||
Other
|
193.6
|
|
|
197.5
|
|
||
Long-term liabilities held for sale
|
—
|
|
|
2.9
|
|
||
Long-term liabilities
|
994.3
|
|
|
1,409.3
|
|
||
|
|
|
|
||||
Shareholders’ equity
|
|
|
|
|
|
||
Common stock; authorized: 200,000,000 shares, $0.75 par value; issued: 102,538,000 shares
|
76.9
|
|
|
76.9
|
|
||
Additional paid-in capital
|
393.0
|
|
|
440.8
|
|
||
Retained earnings
|
1,263.3
|
|
|
503.2
|
|
||
Treasury stock, at cost: 10,129,000 and 12,907,000 shares
|
(293.3
|
)
|
|
(388.1
|
)
|
||
Accumulated other comprehensive income (loss), net of tax:
|
|
|
|
||||
Foreign currency translation
|
11.0
|
|
|
18.4
|
|
||
Defined benefit plans:
|
|
|
|
||||
Prior service (costs) credits
|
(2.6
|
)
|
|
4.4
|
|
||
Net actuarial losses
|
(398.6
|
)
|
|
(567.2
|
)
|
||
Unrealized investment losses
|
—
|
|
|
—
|
|
||
Unrealized losses on derivatives
|
(11.3
|
)
|
|
(10.7
|
)
|
||
Total accumulated other comprehensive loss
|
(401.5
|
)
|
|
(555.1
|
)
|
||
Shareholders’ equity
|
1,038.4
|
|
|
77.7
|
|
||
|
|
|
|
||||
Total liabilities and shareholders’ equity
|
$
|
2,915.8
|
|
|
$
|
2,424.2
|
|
BRUNSWICK CORPORATION
Consolidated Statements of Cash Flows
|
|||||||||||
|
For the Years Ended December 31
|
||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
||||
Net earnings
|
$
|
769.2
|
|
|
$
|
50.0
|
|
|
$
|
71.9
|
|
Less: net loss from discontinued operations, net of tax
|
(6.0
|
)
|
|
(97.4
|
)
|
|
(18.7
|
)
|
|||
Net earnings from continuing operations
|
775.2
|
|
|
147.4
|
|
|
90.6
|
|
|||
Depreciation and amortization
|
87.5
|
|
|
90.0
|
|
|
99.4
|
|
|||
Pension funding, net of expense
|
(35.3
|
)
|
|
(44.3
|
)
|
|
(47.4
|
)
|
|||
Gains on sale of property, plant and equipment, net
|
(5.2
|
)
|
|
(2.9
|
)
|
|
(12.4
|
)
|
|||
Other long-lived asset impairment charges
|
7.4
|
|
|
11.3
|
|
|
0.5
|
|
|||
Deferred income taxes
|
(604.4
|
)
|
|
8.3
|
|
|
(0.7
|
)
|
|||
Excess tax benefits from share-based compensation
|
(37.2
|
)
|
|
(5.3
|
)
|
|
—
|
|
|||
Equity in losses of unconsolidated affiliates, net of dividends
|
2.5
|
|
|
4.1
|
|
|
5.1
|
|
|||
Loss on early extinguishment of debt
|
32.8
|
|
|
16.3
|
|
|
19.8
|
|
|||
Changes in certain current assets and current liabilities:
|
|
|
|
|
|
||||||
Change in accounts and notes receivable
|
(15.6
|
)
|
|
(19.6
|
)
|
|
(2.0
|
)
|
|||
Change in inventory
|
(21.7
|
)
|
|
(73.1
|
)
|
|
(32.1
|
)
|
|||
Change in prepaid expenses and other
|
(2.2
|
)
|
|
1.0
|
|
|
(1.2
|
)
|
|||
Change in accounts payable
|
(18.0
|
)
|
|
57.8
|
|
|
0.9
|
|
|||
Change in accrued expenses
|
(8.7
|
)
|
|
(44.8
|
)
|
|
(11.0
|
)
|
|||
Income taxes
|
26.9
|
|
|
2.4
|
|
|
4.2
|
|
|||
Other, net
|
20.8
|
|
|
35.0
|
|
|
21.5
|
|
|||
Net cash provided by operating activities of continuing operations
|
204.8
|
|
|
183.6
|
|
|
135.2
|
|
|||
Net cash used for operating activities of discontinued operations
|
(34.7
|
)
|
|
(22.9
|
)
|
|
(46.1
|
)
|
|||
Net cash provided by operating activities
|
170.1
|
|
|
160.7
|
|
|
89.1
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
(148.1
|
)
|
|
(115.2
|
)
|
|
(87.1
|
)
|
|||
Purchases of marketable securities
|
(21.6
|
)
|
|
(205.9
|
)
|
|
(264.4
|
)
|
|||
Sales or maturities of marketable securities
|
152.6
|
|
|
227.7
|
|
|
196.9
|
|
|||
Reduction in (transfer to) restricted cash
|
6.5
|
|
|
7.0
|
|
|
(20.0
|
)
|
|||
Investments
|
(1.5
|
)
|
|
1.7
|
|
|
(0.9
|
)
|
|||
Proceeds from the sale of property, plant and equipment
|
17.8
|
|
|
18.8
|
|
|
30.5
|
|
|||
Other, net
|
1.4
|
|
|
3.0
|
|
|
13.2
|
|
|||
Net cash provided by (used for) investing activities of continuing operations
|
7.1
|
|
|
(62.9
|
)
|
|
(131.8
|
)
|
|||
Net cash provided by (used for) investing activities of discontinued operations
|
11.5
|
|
|
(3.2
|
)
|
|
(2.6
|
)
|
|||
Net cash provided by (used for) investing activities
|
18.6
|
|
|
(66.1
|
)
|
|
(134.4
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
||||
Net (payments) issuances of short-term debt
|
(1.7
|
)
|
|
0.8
|
|
|
0.5
|
|
|||
Net proceeds from issuances of long-term debt
|
146.6
|
|
|
—
|
|
|
—
|
|
|||
Payments of long-term debt including current maturities
|
(262.4
|
)
|
|
(131.8
|
)
|
|
(146.0
|
)
|
|||
Net premium paid on early extinguishment of debt
|
(24.6
|
)
|
|
(14.7
|
)
|
|
(17.3
|
)
|
|||
Cash dividends paid
|
(9.1
|
)
|
|
(4.5
|
)
|
|
(4.5
|
)
|
|||
Excess tax benefits from share-based compensation
|
37.2
|
|
|
5.3
|
|
|
—
|
|
|||
Proceeds from stock compensation activity, net of withholdings
|
(2.5
|
)
|
|
(3.6
|
)
|
|
4.0
|
|
|||
Other, net
|
—
|
|
|
—
|
|
|
(4.6
|
)
|
|||
Net cash used for financing activities of continuing operations
|
(116.5
|
)
|
|
(148.5
|
)
|
|
(167.9
|
)
|
|||
Net cash used for financing activities of discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net cash used for financing activities
|
(116.5
|
)
|
|
(148.5
|
)
|
|
(167.9
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
72.2
|
|
|
(53.9
|
)
|
|
(213.2
|
)
|
|||
Cash and cash equivalents at beginning of period
|
284.3
|
|
|
338.2
|
|
|
551.4
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
356.5
|
|
|
$
|
284.3
|
|
|
$
|
338.2
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow disclosures:
|
|
|
|
|
|
||||||
Interest paid
|
$
|
82.6
|
|
|
$
|
90.8
|
|
|
$
|
106.7
|
|
Income taxes paid, net
|
$
|
31.9
|
|
|
$
|
17.6
|
|
|
$
|
16.6
|
|
BRUNSWICK CORPORATION
Consolidated Statements of Shareholders' Equity
|
|||||||||||||||||||||||
(in millions, except per share data)
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
|
||||||||||||
Balance, December 31, 2010
|
$
|
76.9
|
|
|
$
|
424.6
|
|
|
$
|
390.3
|
|
|
$
|
(405.9
|
)
|
|
$
|
(415.5
|
)
|
|
$
|
70.4
|
|
Net earnings
|
—
|
|
|
—
|
|
|
71.9
|
|
|
—
|
|
|
—
|
|
|
71.9
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125.3
|
)
|
|
(125.3
|
)
|
||||||
Dividends ($0.05 per common share)
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
||||||
Compensation plans and other
|
—
|
|
|
10.0
|
|
|
—
|
|
|
8.4
|
|
|
—
|
|
|
18.4
|
|
||||||
Balance, December 31, 2011
|
76.9
|
|
|
434.6
|
|
|
457.7
|
|
|
(397.5
|
)
|
|
(540.8
|
)
|
|
30.9
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
50.0
|
|
|
—
|
|
|
—
|
|
|
50.0
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14.3
|
)
|
|
(14.3
|
)
|
||||||
Dividends ($0.05 per common share)
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
|
—
|
|
|
—
|
|
|
(4.5
|
)
|
||||||
Compensation plans and other
|
—
|
|
|
6.2
|
|
|
—
|
|
|
9.4
|
|
|
—
|
|
|
15.6
|
|
||||||
Balance, December 31, 2012
|
76.9
|
|
|
440.8
|
|
|
503.2
|
|
|
(388.1
|
)
|
|
(555.1
|
)
|
|
77.7
|
|
||||||
Net earnings
|
—
|
|
|
—
|
|
|
769.2
|
|
|
—
|
|
|
—
|
|
|
769.2
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
153.6
|
|
|
153.6
|
|
||||||
Dividends ($0.10 per common share)
|
—
|
|
|
—
|
|
|
(9.1
|
)
|
|
—
|
|
|
—
|
|
|
(9.1
|
)
|
||||||
Compensation plans and other
|
—
|
|
|
(47.8
|
)
|
|
—
|
|
|
94.8
|
|
|
—
|
|
|
47.0
|
|
||||||
Balance, December 31, 2013
|
$
|
76.9
|
|
|
$
|
393.0
|
|
|
$
|
1,263.3
|
|
|
$
|
(293.3
|
)
|
|
$
|
(401.5
|
)
|
|
$
|
1,038.4
|
|
•
|
The disclosure of contingent assets and liabilities at the date of the financial statements; and
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Gains on the sale of property
|
$
|
6.7
|
|
|
$
|
6.2
|
|
|
$
|
18.7
|
|
Losses on the sale and disposal of property
|
(1.2
|
)
|
|
(1.3
|
)
|
|
(2.7
|
)
|
|||
Net gains on sale and disposal of property
|
$
|
5.5
|
|
|
$
|
4.9
|
|
|
$
|
16.0
|
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Net sales
|
$
|
23.0
|
|
|
$
|
56.2
|
|
|
$
|
78.0
|
|
|
|
|
|
|
|
||||||
Loss from discontinued operations before income taxes
|
$
|
(7.0
|
)
|
|
$
|
(96.7
|
)
|
|
$
|
(21.4
|
)
|
Income tax provision (benefit)
|
0.6
|
|
|
0.7
|
|
|
(2.7
|
)
|
|||
Loss from discontinued operations, net of tax
(A)
|
(7.6
|
)
|
|
(97.4
|
)
|
|
(18.7
|
)
|
|||
Gain on disposal of discontinued operations, net of tax
(B)
|
1.6
|
|
|
—
|
|
|
—
|
|
|||
Net loss from discontinued operations, net of tax
|
$
|
(6.0
|
)
|
|
$
|
(97.4
|
)
|
|
$
|
(18.7
|
)
|
(in millions)
|
December 31,
2012 |
||
Accounts and notes receivable, net
|
$
|
—
|
|
Net inventory
|
—
|
|
|
Current assets held for sale
|
—
|
|
|
|
|
||
Long-term assets held for sale
|
—
|
|
|
Assets held for sale
(A)
|
$
|
—
|
|
|
|
||
Accounts payable
|
$
|
3.8
|
|
Accrued expenses
|
14.6
|
|
|
Current liabilities held for sale
|
18.4
|
|
|
|
|
||
Other liabilities
|
2.9
|
|
|
Long-term liabilities held for sale
|
2.9
|
|
|
Liabilities held for sale
|
$
|
21.3
|
|
•
|
Employee termination and other benefits
|
•
|
Costs to retain and relocate employees
|
•
|
Consulting costs
|
•
|
Consolidation of manufacturing footprint
|
•
|
Employee termination and other benefits
|
•
|
Lease exit costs
|
•
|
Inventory write-downs
|
•
|
Facility shutdown costs
|
•
|
Fixed assets
|
•
|
Tooling
|
•
|
Patents and proprietary technology
|
•
|
Dealer networks
|
•
|
Trade names
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Restructuring activities:
|
|
|
|
|
|
||||||
Employee termination and other benefits
|
$
|
3.2
|
|
|
$
|
1.6
|
|
|
$
|
5.7
|
|
Current asset write-downs
|
1.0
|
|
|
1.3
|
|
|
0.1
|
|
|||
Transformation and other costs:
|
|
|
|
|
|
|
|
||||
Consolidation of manufacturing footprint
|
6.7
|
|
|
12.1
|
|
|
13.0
|
|
|||
Retention and relocation costs
|
0.4
|
|
|
0.1
|
|
|
—
|
|
|||
Exit activities:
|
|
|
|
|
|
|
|
||||
Employee termination and other benefits
|
1.0
|
|
|
—
|
|
|
—
|
|
|||
Transformation and other costs:
|
|
|
|
|
|
|
|
||||
Consolidation of manufacturing footprint
|
—
|
|
|
(0.3
|
)
|
|
10.6
|
|
|||
Loss on sale of non-strategic assets
|
2.7
|
|
|
—
|
|
|
—
|
|
|||
Asset disposition actions:
|
|
|
|
|
|
|
|
||||
Trade name impairments
|
—
|
|
|
1.5
|
|
|
—
|
|
|||
Definite-lived asset impairments and (gains) on disposal
|
6.4
|
|
|
9.5
|
|
|
(8.1
|
)
|
|||
Total restructuring, exit and impairment charges
|
$
|
21.4
|
|
|
$
|
25.8
|
|
|
$
|
21.3
|
|
(in millions)
|
2013
|
||
Boat
|
$
|
12.0
|
|
Bowling & Billiards
|
4.2
|
|
|
Corporate
|
0.7
|
|
|
Total
|
$
|
16.9
|
|
(in millions)
|
2013
|
||
Restructuring activities:
|
|
||
Employee termination and other benefits
|
$
|
3.0
|
|
Current asset write-downs
|
1.0
|
|
|
Transformation and other costs:
|
|
|
|
Consolidation of manufacturing footprint
|
4.9
|
|
|
Retention and relocation costs
|
0.4
|
|
|
Exit activities:
|
|
|
|
Employee termination and other benefits
|
1.0
|
|
|
Transformation and other costs:
|
|
|
|
Loss on sale of non-strategic assets
|
2.7
|
|
|
Asset disposition actions:
|
|
|
|
Definite-lived asset impairments
|
3.9
|
|
|
Total restructuring, exit and impairment charges
|
$
|
16.9
|
|
(in millions)
|
Boat
|
|
Bowling & Billiards
|
|
Corporate
|
|
Total
|
||||||||
Employee termination and other benefits
|
$
|
1.8
|
|
|
$
|
1.5
|
|
|
$
|
0.7
|
|
|
$
|
4.0
|
|
Current asset write-downs
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
||||
Transformation and other costs
|
5.3
|
|
|
2.7
|
|
|
—
|
|
|
8.0
|
|
||||
Asset disposition actions
|
3.9
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
||||
Total restructuring, exit and impairment charges
|
$
|
12.0
|
|
|
$
|
4.2
|
|
|
$
|
0.7
|
|
|
$
|
16.9
|
|
(in millions)
|
Costs Recognized in 2013
|
|
Non-cash (Charges)/Gains
|
|
Net Cash Payments
|
|
Accrued Costs as of Dec. 31, 2013
|
||||||||
Employee termination and other benefits
|
$
|
4.0
|
|
|
$
|
—
|
|
|
$
|
(1.7
|
)
|
|
$
|
2.3
|
|
Current asset write-downs
|
1.0
|
|
|
(1.0
|
)
|
|
—
|
|
|
—
|
|
||||
Transformation and other costs:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Consolidation of manufacturing footprint
|
4.9
|
|
|
—
|
|
|
(4.9
|
)
|
|
—
|
|
||||
Retention and relocation costs
|
0.4
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
||||
Loss on sale of non-strategic assets
|
2.7
|
|
|
0.2
|
|
|
(2.2
|
)
|
|
0.7
|
|
||||
Asset disposition actions:
|
|
|
|
|
|
|
|
|
|||||||
Definite-lived asset impairments
|
3.9
|
|
|
(3.9
|
)
|
|
—
|
|
|
—
|
|
||||
Total restructuring, exit and impairment charges
|
$
|
16.9
|
|
|
$
|
(4.7
|
)
|
|
$
|
(9.2
|
)
|
|
$
|
3.0
|
|
(in millions)
|
2013
|
|
2012
|
||||
Marine Engine
|
$
|
—
|
|
|
$
|
0.4
|
|
Boat
|
2.9
|
|
|
22.8
|
|
||
Fitness
|
—
|
|
|
0.1
|
|
||
Total
|
$
|
2.9
|
|
|
$
|
23.3
|
|
(in millions)
|
2013
|
|
2012
|
||||
Restructuring activities:
|
|
|
|
||||
Employee termination and other benefits
|
$
|
0.2
|
|
|
$
|
2.0
|
|
Current asset write-downs
|
—
|
|
|
1.3
|
|
||
Transformation and other costs:
|
|
|
|
|
|
||
Consolidation of manufacturing footprint
|
1.8
|
|
|
7.1
|
|
||
Retention and relocation costs
|
—
|
|
|
0.1
|
|
||
Asset disposition actions:
|
|
|
|
|
|
||
Trade name impairments
|
—
|
|
|
1.5
|
|
||
Definite-lived asset impairments
|
0.9
|
|
|
11.3
|
|
||
Total restructuring, exit and impairment charges
|
$
|
2.9
|
|
|
$
|
23.3
|
|
(in millions)
|
Boat
|
|
Total
|
||||
Employee termination and other benefits
|
$
|
0.2
|
|
|
$
|
0.2
|
|
Transformation and other costs
|
1.8
|
|
|
1.8
|
|
||
Asset disposition actions
|
0.9
|
|
|
0.9
|
|
||
Total restructuring, exit and impairment charges
|
$
|
2.9
|
|
|
$
|
2.9
|
|
(in millions)
|
Marine Engine
|
|
Boat
|
|
Fitness
|
|
Total
|
||||||||
Employee termination and other benefits
|
$
|
0.4
|
|
|
$
|
1.5
|
|
|
$
|
0.1
|
|
|
$
|
2.0
|
|
Current asset write-downs
|
—
|
|
|
1.3
|
|
|
—
|
|
|
1.3
|
|
||||
Transformation and other costs
|
—
|
|
|
7.2
|
|
|
—
|
|
|
7.2
|
|
||||
Asset disposition actions
|
—
|
|
|
12.8
|
|
|
—
|
|
|
12.8
|
|
||||
Total restructuring, exit and impairment charges
|
$
|
0.4
|
|
|
$
|
22.8
|
|
|
$
|
0.1
|
|
|
$
|
23.3
|
|
(in millions)
|
Accrued Costs as of
Jan. 1, 2013
|
|
Costs Recognized in 2013
|
|
Non-cash Charges
|
|
Net Cash Payments
|
|
Accrued Costs as of Dec. 31, 2013
|
||||||||||
Employee termination and other benefits
|
$
|
1.9
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
(1.9
|
)
|
|
$
|
0.2
|
|
Transformation and other costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidation of manufacturing footprint
|
5.2
|
|
|
1.8
|
|
|
—
|
|
|
(4.5
|
)
|
|
2.5
|
|
|||||
Asset disposition actions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Definite-lived asset impairments
|
—
|
|
|
0.9
|
|
|
(0.9
|
)
|
|
—
|
|
|
—
|
|
|||||
Total restructuring, exit and impairment charges
|
$
|
7.1
|
|
|
$
|
2.9
|
|
|
$
|
(0.9
|
)
|
|
$
|
(6.4
|
)
|
|
$
|
2.7
|
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Marine Engine
|
$
|
—
|
|
|
$
|
3.8
|
|
|
$
|
11.0
|
|
Boat
|
0.9
|
|
|
(1.5
|
)
|
|
8.3
|
|
|||
Fitness
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Bowling & Billiards
|
0.7
|
|
|
0.4
|
|
|
1.9
|
|
|||
Corporate
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|||
Total
|
$
|
1.6
|
|
|
$
|
2.5
|
|
|
$
|
21.3
|
|
(
in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Restructuring activities:
|
|
|
|
|
|
||||||
Employee termination and other benefits
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
|
$
|
5.7
|
|
Current asset write-downs
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Transformation and other costs:
|
|
|
|
|
|
|
|
||||
Consolidation of manufacturing footprint
|
—
|
|
|
5.0
|
|
|
13.0
|
|
|||
Exit activities:
|
|
|
|
|
|
|
|
||||
Transformation and other costs:
|
|
|
|
|
|
|
|
||||
Consolidation of manufacturing footprint
|
—
|
|
|
(0.3
|
)
|
|
10.6
|
|
|||
Asset disposition actions:
|
|
|
|
|
|
|
|
||||
Definite-lived asset impairments and (gains) on disposal
|
1.6
|
|
|
(1.8
|
)
|
|
(8.1
|
)
|
|||
Total restructuring, exit and impairment charges
|
$
|
1.6
|
|
|
$
|
2.5
|
|
|
$
|
21.3
|
|
(in millions)
|
Boat
|
|
Bowling & Billiards
|
|
Total
|
||||||
Asset disposition actions
|
$
|
0.9
|
|
|
$
|
0.7
|
|
|
$
|
1.6
|
|
Total restructuring, exit and impairment charges
|
$
|
0.9
|
|
|
$
|
0.7
|
|
|
$
|
1.6
|
|
(in millions)
|
Marine
Engine
|
|
Boat
|
|
Bowling & Billiards
|
|
Corporate
|
|
Total
|
||||||||||
Employee termination and other benefits
|
$
|
(0.4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
Transformation and other costs
|
5.1
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
|
4.7
|
|
|||||
Asset disposition actions
|
(0.9
|
)
|
|
(1.3
|
)
|
|
0.4
|
|
|
—
|
|
|
(1.8
|
)
|
|||||
Total restructuring, exit and impairment charges
|
$
|
3.8
|
|
|
$
|
(1.5
|
)
|
|
$
|
0.4
|
|
|
$
|
(0.2
|
)
|
|
$
|
2.5
|
|
(in millions)
|
Marine Engine
|
|
Boat
|
|
Fitness
|
|
Bowling & Billiards
|
|
Corporate
|
|
Total
|
||||||||||||
Employee termination and other benefits
|
$
|
3.0
|
|
|
$
|
2.4
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
$
|
5.7
|
|
Current asset write-downs
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||||
Transformation and other costs
|
12.0
|
|
|
10.8
|
|
|
0.1
|
|
|
0.8
|
|
|
(0.1
|
)
|
|
23.6
|
|
||||||
Asset disposition actions
|
(4.1
|
)
|
|
(4.9
|
)
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
(8.1
|
)
|
||||||
Total restructuring, exit and impairment charges
|
$
|
11.0
|
|
|
$
|
8.3
|
|
|
$
|
0.1
|
|
|
$
|
1.9
|
|
|
$
|
—
|
|
|
$
|
21.3
|
|
(in millions)
|
Accrued Costs as of
Jan. 1, 2013
|
|
Costs Recognized in 2013
|
|
Non-cash Charges
|
|
Net Cash Payments
|
|
Accrued Costs as of Dec. 31, 2013
|
||||||||||
Employee termination and other benefits
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.8
|
)
|
|
$
|
0.4
|
|
Transformation and other costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Consolidation of manufacturing footprint
|
2.2
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
1.1
|
|
|||||
Asset disposition actions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Definite-lived asset impairments
|
—
|
|
|
1.6
|
|
|
(1.6
|
)
|
|
—
|
|
|
—
|
|
|||||
Total restructuring, exit and impairment charges
|
$
|
3.4
|
|
|
$
|
1.6
|
|
|
$
|
(1.6
|
)
|
|
$
|
(1.9
|
)
|
|
$
|
1.5
|
|
(in millions, except per share data)
|
2013
|
|
2012
|
|
2011
|
||||||
Net earnings from continuing operations
|
$
|
775.2
|
|
|
$
|
147.4
|
|
|
$
|
90.6
|
|
Net loss from discontinued operations, net of tax
|
(6.0
|
)
|
|
(97.4
|
)
|
|
(18.7
|
)
|
|||
Net earnings
|
$
|
769.2
|
|
|
$
|
50.0
|
|
|
$
|
71.9
|
|
|
|
|
|
|
|
||||||
Weighted average outstanding shares – basic
|
91.2
|
|
|
89.8
|
|
|
89.3
|
|
|||
Dilutive effect of common stock equivalents
|
2.6
|
|
|
2.6
|
|
|
2.9
|
|
|||
Weighted average outstanding shares – diluted
|
93.8
|
|
|
92.4
|
|
|
92.2
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
8.50
|
|
|
$
|
1.64
|
|
|
$
|
1.02
|
|
Discontinued operations
|
(0.07
|
)
|
|
(1.08
|
)
|
|
(0.21
|
)
|
|||
Net earnings
|
$
|
8.43
|
|
|
$
|
0.56
|
|
|
$
|
0.81
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per common share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
8.26
|
|
|
$
|
1.59
|
|
|
$
|
0.98
|
|
Discontinued operations
|
(0.06
|
)
|
|
(1.05
|
)
|
|
(0.20
|
)
|
|||
Net earnings
|
$
|
8.20
|
|
|
$
|
0.54
|
|
|
$
|
0.78
|
|
|
Net Sales
|
|
Operating Earnings (Loss)
|
|
Total Assets
|
||||||||||||||||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
||||||||||||||||
Marine Engine
|
$
|
2,088.1
|
|
|
$
|
1,988.5
|
|
|
$
|
1,905.3
|
|
|
$
|
284.2
|
|
|
$
|
243.8
|
|
|
$
|
217.5
|
|
|
$
|
803.6
|
|
|
$
|
728.0
|
|
Boat
|
1,032.0
|
|
|
1,002.6
|
|
|
1,007.6
|
|
|
(21.8
|
)
|
|
(28.5
|
)
|
|
(27.3
|
)
|
|
330.3
|
|
|
333.7
|
|
||||||||
Marine eliminations
|
(236.4
|
)
|
|
(231.7
|
)
|
|
(203.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total Marine
|
2,883.7
|
|
|
2,759.4
|
|
|
2,709.6
|
|
|
262.4
|
|
|
215.3
|
|
|
190.2
|
|
|
1,133.9
|
|
|
1,061.7
|
|
||||||||
Fitness
|
693.5
|
|
|
635.9
|
|
|
635.2
|
|
|
106.1
|
|
|
103.1
|
|
|
93.4
|
|
|
551.2
|
|
|
558.9
|
|
||||||||
Bowling & Billiards
|
310.3
|
|
|
322.3
|
|
|
325.2
|
|
|
24.5
|
|
|
28.5
|
|
|
23.6
|
|
|
250.6
|
|
|
251.7
|
|
||||||||
Pension - non-service costs
|
—
|
|
|
—
|
|
|
—
|
|
|
(18.7
|
)
|
|
(24.1
|
)
|
|
(30.4
|
)
|
|
—
|
|
|
—
|
|
||||||||
Corporate/Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(70.1
|
)
|
|
(58.7
|
)
|
|
(63.1
|
)
|
|
980.1
|
|
|
551.9
|
|
||||||||
Total
|
$
|
3,887.5
|
|
|
$
|
3,717.6
|
|
|
$
|
3,670.0
|
|
|
$
|
304.2
|
|
|
$
|
264.1
|
|
|
$
|
213.7
|
|
|
$
|
2,915.8
|
|
|
$
|
2,424.2
|
|
|
Depreciation
|
|
Amortization
|
||||||||||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Marine Engine
|
$
|
40.0
|
|
|
$
|
39.0
|
|
|
$
|
41.5
|
|
|
$
|
1.9
|
|
|
$
|
3.0
|
|
|
$
|
3.7
|
|
Boat
|
21.2
|
|
|
22.4
|
|
|
25.4
|
|
|
0.8
|
|
|
1.0
|
|
|
2.5
|
|
||||||
Fitness
|
5.9
|
|
|
5.9
|
|
|
5.9
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
||||||
Bowling & Billiards
|
16.2
|
|
|
17.2
|
|
|
18.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Corporate/Other
|
1.5
|
|
|
1.4
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
84.8
|
|
|
$
|
85.9
|
|
|
$
|
93.1
|
|
|
$
|
2.7
|
|
|
$
|
4.1
|
|
|
$
|
6.3
|
|
|
Capital Expenditures
|
|
Research & Development Expense
|
||||||||||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Marine Engine
|
$
|
77.0
|
|
|
$
|
56.6
|
|
|
$
|
44.3
|
|
|
$
|
70.6
|
|
|
$
|
61.5
|
|
|
$
|
56.7
|
|
Boat
|
39.7
|
|
|
33.4
|
|
|
25.6
|
|
|
22.4
|
|
|
20.2
|
|
|
17.5
|
|
||||||
Fitness
|
8.1
|
|
|
7.5
|
|
|
6.9
|
|
|
21.7
|
|
|
19.2
|
|
|
17.6
|
|
||||||
Bowling & Billiards
|
21.9
|
|
|
17.4
|
|
|
9.9
|
|
|
4.8
|
|
|
4.4
|
|
|
4.1
|
|
||||||
Corporate/Other
|
1.4
|
|
|
0.3
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
148.1
|
|
|
$
|
115.2
|
|
|
$
|
87.1
|
|
|
$
|
119.5
|
|
|
$
|
105.3
|
|
|
$
|
95.9
|
|
|
Net Sales
|
|
Long-Lived Assets
|
||||||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
||||||||||
United States
|
$
|
2,457.6
|
|
|
$
|
2,320.4
|
|
|
$
|
2,186.4
|
|
|
$
|
526.4
|
|
|
$
|
484.9
|
|
International
|
1,429.9
|
|
|
1,397.2
|
|
|
1,483.6
|
|
|
70.1
|
|
|
75.1
|
|
|||||
Corporate/Other
|
—
|
|
|
—
|
|
|
—
|
|
|
21.3
|
|
|
21.4
|
|
|||||
Total
|
$
|
3,887.5
|
|
|
$
|
3,717.6
|
|
|
$
|
3,670.0
|
|
|
$
|
617.8
|
|
|
$
|
581.4
|
|
•
|
Level 1 - Quoted prices in active markets for identical assets or liabilities. These are typically obtained from real-time quotes for transactions in active exchange markets involving identical assets or liabilities.
|
•
|
Level 2 - Inputs, other than quoted prices included within Level 1, which are observable for the asset or liability, either directly or indirectly. These are typically obtained from readily available pricing sources for comparable instruments. The Company performs additional procedures to ensure its third party pricing sources are reasonable including: reviewing documentation explaining third parties' pricing methodologies and evaluating whether those methodologies were in compliance with GAAP; performing independent testing of period-end valuations and recent transactions against other available pricing sources; and reviewing available Service Organization Controls Reports, as defined in Statement on Standards for Attestation Engagements Number 16, to understand the internal control environment at the Company's third party pricing providers.
|
•
|
Level 3 - Unobservable inputs, where there is little or no market activity for the asset or liability. These inputs reflect the reporting entity’s own assumptions of the data that market participants would use in pricing the asset or liability, based on the best information available in the circumstances.
|
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
119.7
|
|
|
$
|
59.7
|
|
|
$
|
—
|
|
|
$
|
179.4
|
|
Short-term investments in marketable securities
|
0.8
|
|
|
11.9
|
|
|
—
|
|
|
12.7
|
|
||||
Restricted cash
|
6.5
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
||||
Derivatives
|
—
|
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
||||
Total assets
|
$
|
127.0
|
|
|
$
|
74.3
|
|
|
$
|
—
|
|
|
$
|
201.3
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives
|
$
|
—
|
|
|
$
|
4.5
|
|
|
$
|
—
|
|
|
$
|
4.5
|
|
Other
|
8.9
|
|
|
47.8
|
|
|
—
|
|
|
56.7
|
|
||||
Total liabilities
|
$
|
8.9
|
|
|
$
|
52.3
|
|
|
$
|
—
|
|
|
$
|
61.2
|
|
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
94.7
|
|
|
$
|
12.7
|
|
|
$
|
—
|
|
|
$
|
107.4
|
|
Short-term investments in marketable securities
|
7.9
|
|
|
84.4
|
|
|
—
|
|
|
92.3
|
|
||||
Long-term investments in marketable securities
|
52.1
|
|
|
—
|
|
|
—
|
|
|
52.1
|
|
||||
Restricted Cash
|
13.0
|
|
|
—
|
|
|
—
|
|
|
13.0
|
|
||||
Derivatives
|
—
|
|
|
1.6
|
|
|
—
|
|
|
1.6
|
|
||||
Equity investments
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Total assets
|
$
|
168.5
|
|
|
$
|
98.7
|
|
|
$
|
—
|
|
|
$
|
267.2
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Derivatives
|
$
|
—
|
|
|
$
|
10.7
|
|
|
$
|
—
|
|
|
$
|
10.7
|
|
Other
|
8.7
|
|
|
36.0
|
|
|
—
|
|
|
44.7
|
|
||||
Total liabilities
|
$
|
8.7
|
|
|
$
|
46.7
|
|
|
$
|
—
|
|
|
$
|
55.4
|
|
(in millions)
|
Marine
Engine
|
|
Boat
|
|
Fitness
|
|
Bowling & Billiards
|
|
Corporate
|
|
Total
|
||||||||||||
Recourse Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Short-term
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
5.2
|
|
|
$
|
—
|
|
|
$
|
5.9
|
|
Long-term
|
—
|
|
|
—
|
|
|
0.2
|
|
|
2.7
|
|
|
—
|
|
|
2.9
|
|
||||||
Allowance for credit loss
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
(4.4
|
)
|
|
—
|
|
|
(4.8
|
)
|
||||||
Total
|
—
|
|
|
—
|
|
|
0.5
|
|
|
3.5
|
|
|
—
|
|
|
4.0
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Third-Party Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term
|
12.0
|
|
|
3.1
|
|
|
21.1
|
|
|
—
|
|
|
—
|
|
|
36.2
|
|
||||||
Long-term
|
—
|
|
|
—
|
|
|
18.9
|
|
|
—
|
|
|
—
|
|
|
18.9
|
|
||||||
Allowance for credit loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
12.0
|
|
|
3.1
|
|
|
40.0
|
|
|
—
|
|
|
—
|
|
|
55.1
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term
|
10.2
|
|
|
0.3
|
|
|
0.6
|
|
|
—
|
|
|
0.2
|
|
|
11.3
|
|
||||||
Long-term
|
0.9
|
|
|
0.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
||||||
Allowance for credit loss
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
||||||
Total
|
11.1
|
|
|
0.2
|
|
|
0.7
|
|
|
—
|
|
|
0.2
|
|
|
12.2
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total Financing Receivables
|
$
|
23.1
|
|
|
$
|
3.3
|
|
|
$
|
41.2
|
|
|
$
|
3.5
|
|
|
$
|
0.2
|
|
|
$
|
71.3
|
|
(in millions)
|
Marine
Engine
|
|
Boat
|
|
Fitness
|
|
Bowling & Billiards
|
|
Total
|
||||||||||
Recourse Receivables:
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.2
|
|
|
$
|
7.0
|
|
|
$
|
8.2
|
|
Long-term
|
—
|
|
|
—
|
|
|
0.6
|
|
|
5.3
|
|
|
5.9
|
|
|||||
Allowance for credit loss
|
—
|
|
|
—
|
|
|
(0.9
|
)
|
|
(5.4
|
)
|
|
(6.3
|
)
|
|||||
Total
|
—
|
|
|
—
|
|
|
0.9
|
|
|
6.9
|
|
|
7.8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Third-Party Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Short-term
|
4.3
|
|
|
3.2
|
|
|
29.3
|
|
|
—
|
|
|
36.8
|
|
|||||
Long-term
|
—
|
|
|
—
|
|
|
24.1
|
|
|
—
|
|
|
24.1
|
|
|||||
Allowance for credit loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
4.3
|
|
|
3.2
|
|
|
53.4
|
|
|
—
|
|
|
60.9
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Short-term
|
9.2
|
|
|
3.1
|
|
|
1.3
|
|
|
—
|
|
|
14.5
|
|
|||||
Long-term
|
3.7
|
|
|
0.6
|
|
|
0.4
|
|
|
—
|
|
|
4.7
|
|
|||||
Allowance for credit loss
|
—
|
|
|
(2.8
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(3.0
|
)
|
|||||
Total
|
12.9
|
|
|
0.9
|
|
|
1.5
|
|
|
—
|
|
|
16.2
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Financing Receivables
|
$
|
17.2
|
|
|
$
|
4.1
|
|
|
$
|
55.8
|
|
|
$
|
6.9
|
|
|
$
|
84.9
|
|
(in millions)
|
Boat
|
|
Fitness
|
|
Bowling & Billiards
|
|
Total
|
||||||||
Recourse Receivables:
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
5.4
|
|
|
$
|
6.3
|
|
Current period provision
|
—
|
|
|
0.3
|
|
|
—
|
|
|
0.3
|
|
||||
Direct write-downs
|
—
|
|
|
(0.4
|
)
|
|
(0.8
|
)
|
|
(1.2
|
)
|
||||
Recoveries
|
—
|
|
|
(0.4
|
)
|
|
(0.2
|
)
|
|
(0.6
|
)
|
||||
Ending balance
|
$
|
—
|
|
|
$
|
0.4
|
|
|
$
|
4.4
|
|
|
$
|
4.8
|
|
|
|
|
|
|
|
|
|
||||||||
Other Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning balance
|
$
|
2.8
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
Current period provision
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||
Direct write-downs
|
(2.3
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
(2.5
|
)
|
||||
Recoveries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Ending balance
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.3
|
|
(in millions)
|
Boat
|
|
Fitness
|
|
Bowling & Billiards
|
|
Total
|
||||||||
Recourse Receivables:
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
—
|
|
|
$
|
1.8
|
|
|
$
|
6.6
|
|
|
$
|
8.4
|
|
Current period provision
|
—
|
|
|
1.4
|
|
|
1.0
|
|
|
2.4
|
|
||||
Direct write-downs
|
—
|
|
|
(0.1
|
)
|
|
(2.2
|
)
|
|
(2.3
|
)
|
||||
Recoveries
|
—
|
|
|
(2.2
|
)
|
|
—
|
|
|
(2.2
|
)
|
||||
Ending balance
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
5.4
|
|
|
$
|
6.3
|
|
|
|
|
|
|
|
|
|
||||||||
Other Receivables:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Beginning balance
|
$
|
2.6
|
|
|
$
|
0.4
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
Current period provision
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||
Direct write-downs
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Recoveries
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
(0.2
|
)
|
||||
Ending balance
|
$
|
2.8
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
|
$
|
3.0
|
|
(in millions)
|
Amortized
cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Fair value
(net carrying amount) |
||||||||
Corporate Bonds
|
$
|
11.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11.9
|
|
U.S. Treasury Bills
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Total available-for-sale securities
|
$
|
12.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12.7
|
|
(in millions)
|
Amortized
cost |
|
Gross
unrealized gains |
|
Gross
unrealized losses |
|
Fair value
(net carrying amount) |
||||||||
Agency Bonds
|
$
|
59.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59.2
|
|
Corporate Bonds
|
66.4
|
|
|
—
|
|
|
—
|
|
|
66.4
|
|
||||
Commercial Paper
|
16.0
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
||||
Certificate of Deposit
|
2.0
|
|
|
—
|
|
|
—
|
|
|
2.0
|
|
||||
U.S. Treasury Bills
|
0.8
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
||||
Total available-for-sale securities
|
$
|
144.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144.4
|
|
(in millions)
|
Amortized
cost |
|
Fair value
(net carrying amount) |
||||
Available-for-sale debt securities:
|
|
|
|
||||
Due in one year or less
|
$
|
12.7
|
|
|
$
|
12.7
|
|
Total available-for-sale debt securities
|
$
|
12.7
|
|
|
$
|
12.7
|
|
(in millions)
|
Amortized
cost |
|
Fair value
(net carrying amount) |
||||
Available-for-sale debt securities:
|
|
|
|
||||
Due in one year or less
|
$
|
92.3
|
|
|
$
|
92.3
|
|
Due after one year through two years
|
52.1
|
|
|
52.1
|
|
||
Total available-for-sale debt securities
|
$
|
144.4
|
|
|
$
|
144.4
|
|
(in millions)
|
December 31,
2013 |
|
December 31,
2012 |
||||
Investment
|
$
|
11.2
|
|
|
$
|
10.5
|
|
Repurchase and recourse obligations
(A)
|
51.8
|
|
|
72.3
|
|
||
Liabilities
(B)
|
(1.4
|
)
|
|
(1.6
|
)
|
||
Total maximum loss exposure
|
$
|
61.6
|
|
|
$
|
81.2
|
|
(A)
|
Repurchase and recourse obligations are off-balance sheet obligations provided by the Company for the Boat and Marine Engine segments, respectively, and are included within the Maximum Potential Obligations disclosed in
Note 12 – Commitments and Contingencies
. Repurchase and recourse obligations are mainly related to a global repurchase agreement with GECDF and could be reduced by repurchase activity occurring under other similar agreements with GECDF and affiliates. The Company’s risk under these repurchase arrangements is partially mitigated by the value of the products repurchased as part of the transaction. Amounts above exclude any potential recoveries from the value of the repurchased product.
|
(B)
|
Represents accrued amounts for potential losses related to recourse exposure and the Company’s expected losses on obligations to repurchase products, after giving effect to proceeds anticipated to be received from the resale of these products to alternative dealers.
|
(in millions)
|
December 31, 2012
|
|
Acquisitions
|
|
Impairments
|
|
Adjustments
|
|
December 31, 2013
|
||||||||||
Marine Engine
|
$
|
21.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.3
|
)
|
|
$
|
20.8
|
|
Fitness
|
270.6
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|
270.9
|
|
|||||
Total
|
$
|
291.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
291.7
|
|
(in millions)
|
December 31, 2011
|
|
Acquisitions
|
|
Impairments
|
|
Adjustments
|
|
December 31, 2012
|
||||||||||
Marine Engine
|
$
|
20.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
|
$
|
21.1
|
|
Fitness
|
269.9
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
270.6
|
|
|||||
Total
|
$
|
290.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.4
|
|
|
$
|
291.7
|
|
(in millions)
|
December 31, 2012
|
|
Acquisitions
|
|
Impairments
|
|
Adjustments
|
|
December 31, 2013
|
||||||||||
Marine Engine
|
$
|
18.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18.1
|
|
Boat
|
9.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
|||||
Fitness
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Total
|
$
|
28.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
28.2
|
|
(in millions)
|
December 31, 2011
|
|
Acquisitions
|
|
Impairments
|
|
Adjustments
|
|
December 31, 2012
|
||||||||||
Marine Engine
|
$
|
18.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
18.1
|
|
Boat
|
11.1
|
|
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
9.6
|
|
|||||
Fitness
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Total
|
$
|
29.6
|
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
0.1
|
|
|
$
|
28.2
|
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
(in millions)
|
Gross Amount
|
|
Accumulated Amortization
|
|
Gross Amount
|
|
Accumulated Amortization
|
||||||||
Amortized intangible assets:
|
|
|
|
|
|
|
|
||||||||
Customer relationships
|
$
|
227.8
|
|
|
$
|
(221.6
|
)
|
|
$
|
227.8
|
|
|
$
|
(219.0
|
)
|
Other
|
14.0
|
|
|
(13.0
|
)
|
|
14.0
|
|
|
(12.9
|
)
|
||||
Total
|
$
|
241.8
|
|
|
$
|
(234.6
|
)
|
|
$
|
241.8
|
|
|
$
|
(231.9
|
)
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
$
|
174.7
|
|
|
$
|
134.0
|
|
|
$
|
45.7
|
|
Foreign
|
54.9
|
|
|
47.0
|
|
|
65.0
|
|
|||
Earnings before income taxes
|
$
|
229.6
|
|
|
$
|
181.0
|
|
|
$
|
110.7
|
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Current tax expense:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
33.4
|
|
|
$
|
4.1
|
|
|
$
|
—
|
|
State and local
|
7.3
|
|
|
2.2
|
|
|
1.6
|
|
|||
Foreign
|
18.1
|
|
|
19.0
|
|
|
19.2
|
|
|||
Total current
|
58.8
|
|
|
25.3
|
|
|
20.8
|
|
|||
|
|
|
|
|
|
||||||
Deferred tax expense (benefit):
|
|
|
|
|
|
||||||
U.S. Federal
|
(514.4
|
)
|
|
11.7
|
|
|
6.0
|
|
|||
State and local
|
(86.7
|
)
|
|
(0.9
|
)
|
|
0.8
|
|
|||
Foreign
|
(3.3
|
)
|
|
(2.5
|
)
|
|
(7.5
|
)
|
|||
Total deferred
|
(604.4
|
)
|
|
8.3
|
|
|
(0.7
|
)
|
|||
|
|
|
|
|
|
||||||
Income tax provision (benefit)
|
$
|
(545.6
|
)
|
|
$
|
33.6
|
|
|
$
|
20.1
|
|
(in millions)
|
2013
|
|
2012
|
||||
Current deferred tax assets:
|
|
|
|
||||
Product warranties
|
$
|
44.0
|
|
|
$
|
48.1
|
|
Sales incentives and discounts
|
26.7
|
|
|
26.8
|
|
||
Other
|
83.6
|
|
|
81.5
|
|
||
Gross current deferred tax assets
|
154.3
|
|
|
156.4
|
|
||
Valuation allowance
|
(11.6
|
)
|
|
(130.1
|
)
|
||
Total net current deferred tax assets
|
142.7
|
|
|
26.3
|
|
||
|
|
|
|
||||
Current deferred tax liabilities:
|
|
|
|
||||
Other
|
(5.1
|
)
|
|
(7.5
|
)
|
||
Total current deferred tax liabilities
|
(5.1
|
)
|
|
(7.5
|
)
|
||
Total net current deferred tax assets
|
$
|
137.6
|
|
|
$
|
18.8
|
|
|
|
|
|
||||
Non-current deferred tax assets:
|
|
|
|
||||
Pension
|
$
|
107.8
|
|
|
$
|
183.3
|
|
Loss carryforwards
|
93.1
|
|
|
107.3
|
|
||
Tax credit carryforwards
|
163.2
|
|
|
156.2
|
|
||
Depreciation and amortization
|
53.8
|
|
|
13.8
|
|
||
Deferred compensation
|
27.6
|
|
|
23.4
|
|
||
Postretirement and postemployment benefits
|
24.3
|
|
|
28.8
|
|
||
Equity compensation
|
19.4
|
|
|
25.7
|
|
||
Other
|
31.7
|
|
|
31.4
|
|
||
Gross non-current deferred tax assets
|
520.9
|
|
|
569.9
|
|
||
Valuation allowance
|
(76.6
|
)
|
|
(587.4
|
)
|
||
Total net non-current deferred tax assets
|
444.3
|
|
|
(17.5
|
)
|
||
|
|
|
|
||||
Non-current deferred tax liabilities:
|
|
|
|
||||
Unremitted foreign earnings and withholding
|
(24.6
|
)
|
|
(29.9
|
)
|
||
State and local income taxes
|
(40.0
|
)
|
|
(35.0
|
)
|
||
Other
|
(2.7
|
)
|
|
(10.3
|
)
|
||
Total non-current deferred tax liabilities
|
(67.3
|
)
|
|
(75.2
|
)
|
||
|
|
|
|
||||
Total net non-current deferred tax assets (liabilities)
|
$
|
377.0
|
|
|
$
|
(92.7
|
)
|
(in millions)
|
2013
|
|
2012
|
||||
Balance at January 1
|
$
|
24.7
|
|
|
$
|
24.4
|
|
Gross increases - tax positions prior periods
|
3.8
|
|
|
3.7
|
|
||
Gross decreases - tax positions prior periods
|
(4.3
|
)
|
|
(1.4
|
)
|
||
Gross increases - current period tax positions
|
1.1
|
|
|
1.5
|
|
||
Decreases - settlements with taxing authorities
|
(8.0
|
)
|
|
(2.2
|
)
|
||
Reductions - lapse of statute of limitations
|
(11.4
|
)
|
|
(1.1
|
)
|
||
Other
|
0.1
|
|
|
(0.2
|
)
|
||
Balance at December 31
|
$
|
6.0
|
|
|
$
|
24.7
|
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Income tax provision at 35 percent
|
$
|
80.4
|
|
|
$
|
63.4
|
|
|
$
|
38.7
|
|
State and local income taxes, net of Federal income tax effect
|
3.5
|
|
|
0.1
|
|
|
(0.1
|
)
|
|||
Deferred tax asset valuation allowance
|
(601.5
|
)
|
|
(31.2
|
)
|
|
(6.1
|
)
|
|||
Income attributable to domestic production activities
|
(4.6
|
)
|
|
(2.8
|
)
|
|
—
|
|
|||
Asset dispositions and write-offs
|
—
|
|
|
—
|
|
|
(13.1
|
)
|
|||
Change in estimates related to prior years and prior years amended tax return filings
|
3.5
|
|
|
(1.4
|
)
|
|
(0.4
|
)
|
|||
Federal and state tax credits
|
(14.7
|
)
|
|
(0.3
|
)
|
|
(5.9
|
)
|
|||
Taxes related to foreign income, net of credits
|
1.9
|
|
|
4.9
|
|
|
2.0
|
|
|||
Taxes related to unremitted earnings
|
(5.3
|
)
|
|
(3.4
|
)
|
|
6.8
|
|
|||
Tax reserve reassessment
|
(12.8
|
)
|
|
3.8
|
|
|
(5.8
|
)
|
|||
Other
|
4.0
|
|
|
0.5
|
|
|
4.0
|
|
|||
Actual income tax provision (benefit)
|
$
|
(545.6
|
)
|
|
$
|
33.6
|
|
|
$
|
20.1
|
|
|
|
|
|
|
|
||||||
Effective tax rate
|
NM
|
|
|
18.6
|
%
|
|
18.2
|
%
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Continuing operations
|
$
|
(545.6
|
)
|
|
$
|
33.6
|
|
|
$
|
20.1
|
|
Discontinued operations
|
(2.4
|
)
|
|
0.7
|
|
|
(2.7
|
)
|
|||
Total tax provision (benefit)
|
$
|
(548.0
|
)
|
|
$
|
34.3
|
|
|
$
|
17.4
|
|
|
Single Year Obligation
|
|
Maximum Obligation
|
||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Marine Engine
|
$
|
8.8
|
|
|
$
|
5.7
|
|
|
$
|
8.8
|
|
|
$
|
5.7
|
|
Boat
|
3.1
|
|
|
2.8
|
|
|
3.1
|
|
|
2.8
|
|
||||
Fitness
|
24.4
|
|
|
25.6
|
|
|
28.9
|
|
|
30.9
|
|
||||
Bowling & Billiards
|
0.5
|
|
|
1.0
|
|
|
0.9
|
|
|
1.6
|
|
||||
Total
|
$
|
36.8
|
|
|
$
|
35.1
|
|
|
$
|
41.7
|
|
|
$
|
41.0
|
|
|
Single Year Obligation
|
|
Maximum Obligation
|
||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Marine Engine
|
$
|
2.2
|
|
|
$
|
1.7
|
|
|
$
|
2.2
|
|
|
$
|
1.7
|
|
Boat
|
62.5
|
|
|
83.2
|
|
|
62.5
|
|
|
103.2
|
|
||||
Bowling & Billiards
|
0.3
|
|
|
0.4
|
|
|
0.3
|
|
|
0.4
|
|
||||
Total
|
$
|
65.0
|
|
|
$
|
85.3
|
|
|
$
|
65.0
|
|
|
$
|
105.3
|
|
(in millions)
|
2013
|
|
2012
|
||||
Balance at beginning of period
|
$
|
127.7
|
|
|
$
|
129.9
|
|
Payments made
|
(64.0
|
)
|
|
(70.5
|
)
|
||
Provisions/additions for contracts issued/sold
|
60.8
|
|
|
62.3
|
|
||
Aggregate changes for preexisting warranties
|
(3.7
|
)
|
|
(1.4
|
)
|
||
Warranty liability assumed from joint venture
|
—
|
|
|
7.4
|
|
||
Balance at end of period
|
$
|
120.8
|
|
|
$
|
127.7
|
|
|
Accumulated Unrealized Derivative
|
||||||||||||||
|
Gains (Losses)
|
||||||||||||||
|
2013
|
|
2012
|
||||||||||||
(in millions)
|
Pretax
|
|
After-tax
|
|
Pretax
|
|
After-tax
|
||||||||
Beginning balance
|
$
|
(7.3
|
)
|
|
$
|
(10.7
|
)
|
|
$
|
(0.9
|
)
|
|
$
|
(4.3
|
)
|
Net change associated with current period hedging activity
|
(4.5
|
)
|
|
(5.3
|
)
|
|
(10.0
|
)
|
|
(10.0
|
)
|
||||
Net amount recognized into earnings (loss)
|
4.3
|
|
|
4.7
|
|
|
3.6
|
|
|
3.6
|
|
||||
Ending balance
|
$
|
(7.5
|
)
|
|
$
|
(11.3
|
)
|
|
$
|
(7.3
|
)
|
|
$
|
(10.7
|
)
|
(in millions)
|
|
|
|
|
||||||||
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
Instrument
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
Prepaid expenses and other
|
|
$
|
2.6
|
|
|
Accrued expenses
|
|
$
|
2.4
|
|
Commodity contracts
|
|
Prepaid expenses and other
|
|
—
|
|
|
Accrued expenses
|
|
1.2
|
|
||
Total
|
|
|
|
$
|
2.6
|
|
|
|
|
$
|
3.6
|
|
|
|
|
|
|
|
|
|
|
||||
Other Hedging Activity
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
Prepaid expenses and other
|
|
$
|
0.1
|
|
|
Accrued expenses
|
|
$
|
0.9
|
|
Total
|
|
|
|
$
|
0.1
|
|
|
|
|
$
|
0.9
|
|
(in millions)
|
|
|
|
|
||||||||
|
|
Derivative Assets
|
|
Derivative Liabilities
|
||||||||
Instrument
|
|
Balance Sheet Location
|
|
Fair Value
|
|
Balance Sheet Location
|
|
Fair Value
|
||||
Derivatives Designated as Cash Flow Hedges
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
Prepaid expenses and other
|
|
$
|
0.8
|
|
|
Accrued expenses
|
|
$
|
3.7
|
|
Commodity contracts
|
|
Prepaid expenses and other
|
|
0.7
|
|
|
Accrued expenses
|
|
1.0
|
|
||
Interest rate contracts
|
|
Prepaid expenses and other
|
|
0.1
|
|
|
Accrued expenses
|
|
5.8
|
|
||
Total
|
|
|
|
$
|
1.6
|
|
|
|
|
$
|
10.5
|
|
|
|
|
|
|
|
|
|
|
||||
Other Hedging Activity
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
Prepaid expenses and other
|
|
$
|
—
|
|
|
Accrued expenses
|
|
$
|
0.2
|
|
Total
|
|
|
|
$
|
—
|
|
|
|
|
$
|
0.2
|
|
(in millions)
|
|
|
|
|
|
|
||||
Derivatives Designated as Cash Flow Hedging Instruments
|
|
Amount of Gain (Loss) on Derivatives Recognized in Accumulated Other Comprehensive Loss (Effective Portion)
|
|
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings (Effective Portion)
|
|
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss
into Earnings (Effective Portion)
|
||||
Interest rate contracts
|
|
$
|
(0.2
|
)
|
|
Interest expense
|
|
$
|
1.4
|
|
Foreign exchange contracts
|
|
(0.4
|
)
|
|
Cost of sales
|
|
(3.0
|
)
|
||
Commodity contracts
|
|
(3.9
|
)
|
|
Cost of sales
|
|
(2.7
|
)
|
||
Total
|
|
$
|
(4.5
|
)
|
|
|
|
$
|
(4.3
|
)
|
Other Hedging Activity
|
|
Location of Gain (Loss) on Derivatives
Recognized in Earnings
|
|
Amount of Gain (Loss) on Derivatives Recognized in Earnings
|
||
Foreign exchange contracts
|
|
Cost of sales
|
|
$
|
(0.9
|
)
|
Foreign exchange contracts
|
|
Other income (expense), net
|
|
(0.1
|
)
|
|
Total
|
|
|
|
$
|
(1.0
|
)
|
(in millions)
|
|
|
|
|
|
|
||||
Derivatives Designated as Cash Flow Hedging Instruments
|
|
Amount of Gain (Loss) on Derivatives Recognized in Accumulated Other Comprehensive Loss (Effective Portion)
|
|
Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings (Effective Portion)
|
|
Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss
into Earnings (Effective Portion)
|
||||
Interest rate contracts
|
|
$
|
(3.2
|
)
|
|
Interest expense
|
|
$
|
0.9
|
|
Foreign exchange contracts
|
|
(6.3
|
)
|
|
Cost of sales
|
|
(0.1
|
)
|
||
Commodity contracts
|
|
(0.5
|
)
|
|
Cost of sales
|
|
(4.4
|
)
|
||
Total
|
|
$
|
(10.0
|
)
|
|
|
|
$
|
(3.6
|
)
|
Other Hedging Activity
|
|
Location of Gain (Loss) on Derivatives
Recognized in Earnings
|
|
Amount of Gain (Loss) on Derivatives Recognized in Earnings
|
||
Foreign exchange contracts
|
|
Cost of sales
|
|
$
|
0.7
|
|
Foreign exchange contracts
|
|
Other income (expense), net
|
|
(0.2
|
)
|
|
Total
|
|
|
|
$
|
0.5
|
|
(in millions)
|
2013
|
|
2012
|
||||
Compensation and benefit plans
|
$
|
155.4
|
|
|
$
|
149.2
|
|
Product warranties
|
120.8
|
|
|
127.7
|
|
||
Sales incentives and discounts
|
83.1
|
|
|
83.3
|
|
||
Deferred revenue and customer deposits
|
52.4
|
|
|
46.8
|
|
||
Repurchase, recourse and secured obligations
|
39.5
|
|
|
41.0
|
|
||
Insurance reserves
|
36.8
|
|
|
39.2
|
|
||
Real, personal and other non-income taxes
|
12.2
|
|
|
10.5
|
|
||
Interest
|
8.4
|
|
|
12.6
|
|
||
Environmental reserves
|
7.6
|
|
|
5.7
|
|
||
Derivatives
|
4.5
|
|
|
10.7
|
|
||
Other
|
40.4
|
|
|
49.5
|
|
||
Total accrued expenses
|
$
|
561.1
|
|
|
$
|
576.2
|
|
(in millions)
|
2013
|
|
2012
|
||||
Current maturities of long-term debt
|
$
|
6.4
|
|
|
$
|
6.5
|
|
Other short-term debt
|
—
|
|
|
1.7
|
|
||
Total short-term debt
|
$
|
6.4
|
|
|
$
|
8.2
|
|
(in millions)
|
2013
|
|
2012
|
||||
Senior notes, 11.25% due 2016, net of discount of $4.1 in 2012
|
$
|
—
|
|
|
$
|
245.7
|
|
Notes, 7.125% due 2027, net of discount of $0.5 and $0.6
|
162.7
|
|
|
166.0
|
|
||
Senior notes, 4.625%, due 2021
|
150.0
|
|
|
—
|
|
||
Debentures, 7.375% due 2023, net of discount of $0.2 and $0.3
|
103.7
|
|
|
108.4
|
|
||
Loan with Fond du Lac County Economic Development Corporation, 2.0% due 2021, net of discount of $5.9 and $6.6
|
36.8
|
|
|
41.1
|
|
||
Notes, various up to 5.892% payable through 2022
|
6.6
|
|
|
8.9
|
|
||
Total long-term debt
|
459.8
|
|
|
570.1
|
|
||
Current maturities of long-term debt
|
(6.4
|
)
|
|
(6.5
|
)
|
||
Long-term debt, net of current maturities
|
$
|
453.4
|
|
|
$
|
563.6
|
|
2014
|
$
|
6.4
|
|
2015
|
5.5
|
|
|
2016
|
5.5
|
|
|
2017
|
5.6
|
|
|
2018
|
5.7
|
|
|
Thereafter
|
431.1
|
|
|
Total long-term debt including current maturities
|
$
|
459.8
|
|
(in millions)
|
2013
|
|
2012
|
||||
Senior notes, 11.25%, due 2016
|
$
|
249.8
|
|
|
$
|
44.0
|
|
Debentures, 7.375%, due 2023
|
4.8
|
|
|
6.0
|
|
||
Notes, 7.125%, due 2027
|
3.4
|
|
|
1.2
|
|
||
Senior notes, 11.25%, due 2013
|
—
|
|
|
73.0
|
|
||
Total debt repurchases
|
$
|
258.0
|
|
|
$
|
124.2
|
|
Loss on early extinguishment of debt
|
$
|
32.8
|
|
|
$
|
16.3
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Service cost
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Interest cost
|
54.0
|
|
|
57.7
|
|
|
62.4
|
|
|
1.9
|
|
|
2.4
|
|
|
3.2
|
|
||||||
Expected return on plan assets
|
(57.0
|
)
|
|
(55.2
|
)
|
|
(53.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of prior service costs (credits)
|
—
|
|
|
—
|
|
|
0.4
|
|
|
(5.7
|
)
|
|
(6.3
|
)
|
|
(5.2
|
)
|
||||||
Amortization of net actuarial losses
|
21.4
|
|
|
21.9
|
|
|
21.3
|
|
|
1.3
|
|
|
0.7
|
|
|
1.0
|
|
||||||
Curtailment loss
|
—
|
|
|
0.1
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net pension and other benefit costs
|
$
|
18.5
|
|
|
$
|
24.7
|
|
|
$
|
32.2
|
|
|
$
|
(2.5
|
)
|
|
$
|
(3.2
|
)
|
|
$
|
(0.8
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Reconciliation of benefit obligation:
|
|
|
|
|
|
|
|
||||||||
Benefit obligation at previous December 31
|
$
|
1,388.0
|
|
|
$
|
1,319.3
|
|
|
$
|
58.0
|
|
|
$
|
69.9
|
|
Service cost
|
0.1
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
54.0
|
|
|
57.7
|
|
|
1.9
|
|
|
2.4
|
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
1.1
|
|
|
1.3
|
|
||||
Actuarial (gains) losses
|
(116.4
|
)
|
|
84.5
|
|
|
(5.2
|
)
|
|
(5.5
|
)
|
||||
Benefit payments
|
(76.4
|
)
|
|
(73.7
|
)
|
|
(8.1
|
)
|
|
(9.9
|
)
|
||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||
Benefit obligation at December 31
|
1,249.3
|
|
|
1,388.0
|
|
|
47.7
|
|
|
58.0
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Reconciliation of fair value of plan assets:
|
|
|
|
|
|
|
|
||||||||
Fair value of plan assets at previous December 31
|
898.6
|
|
|
795.7
|
|
|
—
|
|
|
—
|
|
||||
Actual return on plan assets
|
80.0
|
|
|
107.6
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
53.8
|
|
|
69.0
|
|
|
7.0
|
|
|
8.6
|
|
||||
Participant contributions
|
—
|
|
|
—
|
|
|
1.1
|
|
|
1.3
|
|
||||
Benefit payments
|
(76.4
|
)
|
|
(73.7
|
)
|
|
(8.1
|
)
|
|
(9.9
|
)
|
||||
Fair value of plan assets at December 31
|
956.0
|
|
|
898.6
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Funded status at December 31
|
$
|
(293.3
|
)
|
|
$
|
(489.4
|
)
|
|
$
|
(47.7
|
)
|
|
$
|
(58.0
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Accrued expenses
|
$
|
3.8
|
|
|
$
|
4.0
|
|
|
$
|
5.8
|
|
|
$
|
7.1
|
|
Postretirement benefit liabilities
|
289.5
|
|
|
485.4
|
|
|
41.9
|
|
|
50.9
|
|
||||
Net amount recognized
|
$
|
293.3
|
|
|
$
|
489.4
|
|
|
$
|
47.7
|
|
|
$
|
58.0
|
|
(in millions)
|
2013
|
|
2012
|
||||
Projected benefit obligation
|
$
|
1,249.3
|
|
|
$
|
1,388.0
|
|
Accumulated benefit obligation
|
$
|
1,249.3
|
|
|
$
|
1,388.0
|
|
Fair value of plan assets
|
$
|
956.0
|
|
|
$
|
898.6
|
|
Funded status
|
77
|
%
|
|
65
|
%
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
(in millions)
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Prior service costs (credits)
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
(18.2
|
)
|
|
$
|
(24.3
|
)
|
Prior service credits arising during the period
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
||||
Amount recognized as component of net benefit costs
|
—
|
|
|
(0.1
|
)
|
|
5.7
|
|
|
6.3
|
|
||||
Ending balance
|
—
|
|
|
—
|
|
|
(12.5
|
)
|
|
(18.2
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net actuarial losses
|
|
|
|
|
|
|
|
||||||||
Beginning balance
|
602.1
|
|
|
591.9
|
|
|
8.8
|
|
|
15.0
|
|
||||
Actuarial (gains) losses arising during the period
|
(139.4
|
)
|
|
32.1
|
|
|
(5.2
|
)
|
|
(5.5
|
)
|
||||
Amount recognized as component of net benefit costs
|
(21.4
|
)
|
|
(21.9
|
)
|
|
(1.3
|
)
|
|
(0.7
|
)
|
||||
Ending balance
|
441.3
|
|
|
602.1
|
|
|
2.3
|
|
|
8.8
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total
|
$
|
441.3
|
|
|
$
|
602.1
|
|
|
$
|
(10.2
|
)
|
|
$
|
(9.4
|
)
|
|
Pre-age 65 Benefits
|
||||
|
2013
|
|
2012
|
||
Health care cost trend rate for next year
|
7.3
|
%
|
|
7.5
|
%
|
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)
|
4.5
|
%
|
|
4.5
|
%
|
Year rate reaches the ultimate trend rate
|
2028
|
|
|
2028
|
|
(in millions)
|
One Percent Increase
|
|
One Percent Decrease
|
||||
Effect on total service and interest cost
|
$
|
—
|
|
|
$
|
—
|
|
Effect on accumulated postretirement benefit obligation
|
$
|
0.3
|
|
|
$
|
(0.3
|
)
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Discount rate
|
4.85
|
%
|
|
4.00
|
%
|
|
4.40
|
%
|
|
3.60
|
%
|
Rate of compensation increase
(A)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2013
|
|
2012
|
|
2011
|
Discount rate for pension benefits
(A)
|
4.00%
|
|
4.50%
|
|
5.20%-5.30%
|
Discount rate for other postretirement benefits
(A)
|
3.60%
|
|
4.20%
|
|
4.65%-4.80%
|
Long-term rate of return on plan assets
(B)
|
6.50%
|
|
7.00%
|
|
7.25%
|
Rate of compensation increase
(B)
|
—
|
|
—
|
|
—
|
|
2013
|
|
2012
|
|
Target
Allocations for 2014
|
Equity securities:
|
|
|
|
|
|
United States
|
25%
|
|
37%
|
|
15%
|
International
|
5%
|
|
7%
|
|
5%
|
Fixed-income securities
|
46%
|
|
49%
|
|
80%
|
Short-term investments
|
24%
|
|
7%
|
|
—
|
Total
|
100%
|
|
100%
|
|
100%
|
|
Fair Value Measurements at December 31, 2013
(A)
|
||||||||||||||
(in millions)
|
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
Significant Observable Inputs
|
|
Significant Unobservable Inputs
|
||||||||
Asset Class
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Short-term investments
|
$
|
237.0
|
|
|
$
|
—
|
|
|
$
|
237.0
|
|
|
$
|
—
|
|
Equity securities:
(B)
|
|
|
|
|
|
|
|
||||||||
United States
|
243.8
|
|
|
—
|
|
|
243.8
|
|
|
—
|
|
||||
International
|
46.8
|
|
|
—
|
|
|
46.8
|
|
|
—
|
|
||||
Fixed-income securities:
|
|
|
|
|
|
|
|
||||||||
Government securities
(C)
|
70.2
|
|
|
27.8
|
|
|
42.4
|
|
|
—
|
|
||||
Corporate securities
(D)
|
157.0
|
|
|
—
|
|
|
157.0
|
|
|
—
|
|
||||
Commingled funds
(E)
|
208.0
|
|
|
—
|
|
|
208.0
|
|
|
—
|
|
||||
Other investments
(F)
|
9.0
|
|
|
—
|
|
|
9.0
|
|
|
—
|
|
||||
Total pension assets at fair value
|
971.8
|
|
|
$
|
27.8
|
|
|
$
|
944.0
|
|
|
$
|
—
|
|
|
Other liabilities
(G)
|
(15.8
|
)
|
|
|
|
|
|
|
|||||||
Total pension plan net assets
|
$
|
956.0
|
|
|
|
|
|
|
|
|
Fair Value Measurements at December 31, 2012
(A)
|
||||||||||||||
(in millions)
|
|
|
Quoted Prices in Active Markets for Identical Assets
|
|
Significant Observable Inputs
|
|
Significant Unobservable Inputs
|
||||||||
Asset Class
|
Total
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Short-term investments
|
$
|
62.0
|
|
|
$
|
0.1
|
|
|
$
|
61.9
|
|
|
$
|
—
|
|
Equity securities:
(B)
|
|
|
|
|
|
|
|
||||||||
United States
|
336.7
|
|
|
—
|
|
|
336.7
|
|
|
—
|
|
||||
International
|
60.6
|
|
|
—
|
|
|
60.6
|
|
|
—
|
|
||||
Fixed-income securities:
|
|
|
|
|
|
|
|
||||||||
Government securities
(C)
|
146.5
|
|
|
102.7
|
|
|
43.8
|
|
|
—
|
|
||||
Corporate securities
(D)
|
117.5
|
|
|
—
|
|
|
117.5
|
|
|
—
|
|
||||
Commingled funds
(E)
|
174.2
|
|
|
—
|
|
|
174.2
|
|
|
—
|
|
||||
Total pension assets at fair value
|
897.5
|
|
|
$
|
102.8
|
|
|
$
|
794.7
|
|
|
$
|
—
|
|
|
Other assets
(F)
|
1.1
|
|
|
|
|
|
|
|
|||||||
Total pension plan net assets
|
$
|
898.6
|
|
|
|
|
|
|
|
(in millions)
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||
Company contributions expected to be made in 2014
(A)
|
$
|
55.8
|
|
|
$
|
5.8
|
|
Expected benefit payments (which reflect future service):
|
|
|
|
||||
2014
|
$
|
80.6
|
|
|
$
|
5.8
|
|
2015
|
$
|
82.1
|
|
|
$
|
5.3
|
|
2016
|
$
|
83.1
|
|
|
$
|
4.8
|
|
2017
|
$
|
83.8
|
|
|
$
|
4.4
|
|
2018
|
$
|
84.1
|
|
|
$
|
4.1
|
|
2019-2023
|
$
|
419.1
|
|
|
$
|
15.4
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||||||||
(in thousands, except exercise price and terms)
|
SARs/Stock
Options
Outstanding
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|
SARs/Stock
Options
Outstanding
|
|
Weighted
Average
Exercise
Price
|
|
SARs/Stock
Options
Outstanding
|
|
Weighted
Average
Exercise
Price
|
|||||||||||
Outstanding on January 1
|
8,166
|
|
|
$
|
17.33
|
|
|
|
|
|
|
|
9,347
|
|
|
$
|
16.66
|
|
|
9,168
|
|
|
$
|
16.53
|
|
|
Granted
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
400
|
|
|
$
|
23.80
|
|
|
1,105
|
|
|
$
|
20.45
|
|
|
Exercised
|
(4,156
|
)
|
|
$
|
14.80
|
|
|
|
|
$
|
109,660
|
|
|
(1,120
|
)
|
|
$
|
11.05
|
|
|
(556
|
)
|
|
$
|
15.22
|
|
Forfeited
|
(185
|
)
|
|
$
|
37.38
|
|
|
|
|
|
|
|
(461
|
)
|
|
$
|
25.69
|
|
|
(370
|
)
|
|
$
|
26.66
|
|
|
Outstanding on December 31
|
3,825
|
|
|
$
|
19.09
|
|
|
5.3 years
|
|
$
|
103,164
|
|
|
8,166
|
|
|
$
|
17.33
|
|
|
9,347
|
|
|
$
|
16.66
|
|
Exercisable on December 31
|
2,607
|
|
|
$
|
19.73
|
|
|
4.7 years
|
|
$
|
68,654
|
|
|
5,489
|
|
|
$
|
18.89
|
|
|
5,103
|
|
|
$
|
20.32
|
|
|
|
Outstanding
|
|
Exercisable
|
||||||||||||||||
Range of Exercise
Price
|
|
Number
(in thousands)
|
|
Weighted
Average Remaining Years of
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|
Number
(in thousands)
|
|
Weighted
Average Remaining Years of
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
||||||||
$3.37 to $5.99
|
|
501
|
|
|
5.0
|
years
|
|
$
|
5.25
|
|
|
501
|
|
|
5.0
|
years
|
|
$
|
5.25
|
|
$6.00 to $19.90
|
|
1,631
|
|
|
5.7
|
years
|
|
$
|
12.46
|
|
|
1,102
|
|
|
5.6
|
years
|
|
$
|
12.83
|
|
$19.91 to $39.56
|
|
1,407
|
|
|
5.7
|
years
|
|
$
|
26.22
|
|
|
718
|
|
|
4.4
|
years
|
|
$
|
29.89
|
|
$39.57 to $46.25
|
|
286
|
|
|
1.1
|
years
|
|
$
|
46.04
|
|
|
286
|
|
|
1.1
|
years
|
|
$
|
46.04
|
|
|
2012
|
|
2011
|
||
Risk-free interest rate
|
1.1
|
%
|
|
2.5
|
%
|
Dividend yield
|
0.2
|
%
|
|
0.2
|
%
|
Volatility factor
(A)
|
58.3
|
%
|
|
53.7
|
%
|
Weighted average expected life
|
5.2 - 6.7 years
|
|
|
5.2 – 6.7 years
|
|
(in thousands)
|
2013
|
|
2012
|
|
2011
|
|||
Outstanding at January 1
|
798
|
|
|
541
|
|
|
332
|
|
Granted
|
298
|
|
|
306
|
|
|
237
|
|
Released
|
(266
|
)
|
|
(20
|
)
|
|
(16
|
)
|
Forfeited
|
(15
|
)
|
|
(29
|
)
|
|
(12
|
)
|
Outstanding at December 31
|
815
|
|
|
798
|
|
|
541
|
|
|
2013
|
|
2012
|
||
Risk-free interest rate
|
0.4
|
%
|
|
0.4
|
%
|
Dividend yield
|
0.1
|
%
|
|
0.2
|
%
|
Volatility factor
|
53.0
|
%
|
|
67.9
|
%
|
Expected life of award
|
2.9 years
|
|
|
2.9 years
|
|
(in thousands)
|
2013
|
|
2012
|
||
Outstanding at January 1
|
96
|
|
|
—
|
|
Granted
|
153
|
|
|
99
|
|
Forfeited
|
—
|
|
|
(3
|
)
|
Outstanding at December 31
|
249
|
|
|
96
|
|
(in millions)
|
|
|
|
|
||
Details about Accumulated other comprehensive income (loss) components
|
|
Amount reclassified from Accumulated other comprehensive income (loss)
|
|
Affected line item in the statement where net income is presented
|
||
Amount of gain reclassified into earnings on foreign currency:
|
|
|
|
|
||
Foreign currency cumulative translation adjustment
|
|
$
|
0.7
|
|
|
Selling, general and administrative expense
|
|
|
0.7
|
|
|
Total before tax
|
|
|
|
—
|
|
|
Tax benefit
(A)
|
|
|
|
$
|
0.7
|
|
|
Net of tax
|
|
|
|
|
|
||
Amortization of defined benefit items:
|
|
|
|
|
||
Prior service credits
|
|
$
|
7.0
|
|
|
(B)
|
Net actuarial losses
|
|
(23.4
|
)
|
|
(B)
|
|
|
|
(16.4
|
)
|
|
Total before tax
|
|
|
|
0.2
|
|
|
Tax benefit
(A)
|
|
|
|
$
|
(16.2
|
)
|
|
Net of tax
|
|
|
|
|
|
||
|
|
|
|
|
||
Amount of loss reclassified into earnings on derivative contracts:
|
|
|
|
|
||
Interest rate contracts
|
|
$
|
1.4
|
|
|
Interest expense
|
Foreign exchange contracts
|
|
(3.0
|
)
|
|
Cost of sales
|
|
Commodity contracts
|
|
(2.7
|
)
|
|
Cost of sales
|
|
|
|
(4.3
|
)
|
|
Total before tax
|
|
|
|
(0.4
|
)
|
|
Tax expense
(A)
|
|
|
|
$
|
(4.7
|
)
|
|
Net of tax
|
(Shares in thousands)
|
2013
|
|
2012
|
|
2011
|
|||
Balance at January 1
|
12,907
|
|
|
13,434
|
|
|
13,877
|
|
Compensation plans and other
|
(2,778
|
)
|
|
(527
|
)
|
|
(443
|
)
|
Balance at December 31
|
10,129
|
|
|
12,907
|
|
|
13,434
|
|
(in millions)
|
2013
|
|
2012
|
|
2011
|
||||||
Basic expense
|
$
|
37.5
|
|
|
$
|
31.6
|
|
|
$
|
34.7
|
|
Contingent expense
|
3.1
|
|
|
3.3
|
|
|
2.8
|
|
|||
Sublease income
|
(1.0
|
)
|
|
(1.5
|
)
|
|
(1.2
|
)
|
|||
Rent expense, net
|
$
|
39.6
|
|
|
$
|
33.4
|
|
|
$
|
36.3
|
|
(in millions)
|
|
||
2014
|
$
|
32.6
|
|
2015
|
27.0
|
|
|
2016
|
22.4
|
|
|
2017
|
15.7
|
|
|
2018
|
11.7
|
|
|
Thereafter
|
24.7
|
|
|
Total (not reduced by minimum sublease income of $1.2)
|
$
|
134.1
|
|
(in millions)
|
2013
|
|
2012
|
||||
Assets:
|
|
|
|
||||
Buildings and improvements
|
$
|
9.2
|
|
|
$
|
10.3
|
|
Accumulated depreciation
|
(1.3
|
)
|
|
(0.4
|
)
|
||
Total assets
|
$
|
7.9
|
|
|
$
|
9.9
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Short-term debt
|
$
|
0.6
|
|
|
$
|
0.3
|
|
Debt
|
5.1
|
|
|
6.4
|
|
||
Total liabilities
|
$
|
5.7
|
|
|
$
|
6.7
|
|
(in millions)
|
|
||
2014
|
$
|
0.8
|
|
2015
|
0.8
|
|
|
2016
|
0.9
|
|
|
2017
|
0.9
|
|
|
2018
|
0.9
|
|
|
Thereafter
|
3.6
|
|
|
Total
|
$
|
7.9
|
|
|
Quarter Ended
|
|
|
||||||||||||||||
(in millions, except per share data)
|
March 30,
2013 |
|
June 29,
2013 |
|
September 28,
2013 |
|
December 31,
2013 |
|
Year Ended December 31, 2013
|
||||||||||
Net sales
|
$
|
995.3
|
|
|
$
|
1,098.3
|
|
|
$
|
892.4
|
|
|
$
|
901.5
|
|
|
$
|
3,887.5
|
|
Gross margin
(A)
|
261.9
|
|
|
301.6
|
|
|
238.3
|
|
|
213.4
|
|
|
1,015.2
|
|
|||||
Restructuring, exit and impairment charges
|
5.6
|
|
|
4.0
|
|
|
3.1
|
|
|
8.7
|
|
|
21.4
|
|
|||||
Loss on early extinguishment of debt
|
0.1
|
|
|
32.3
|
|
|
0.3
|
|
|
0.1
|
|
|
32.8
|
|
|||||
Net earnings from continuing operations
|
54.9
|
|
|
79.3
|
|
|
57.4
|
|
|
583.6
|
|
|
775.2
|
|
|||||
Net earnings (loss) from discontinued operations, net of tax
|
(5.1
|
)
|
|
1.1
|
|
|
0.4
|
|
|
(2.4
|
)
|
|
(6.0
|
)
|
|||||
Net earnings
|
49.8
|
|
|
80.4
|
|
|
57.8
|
|
|
581.2
|
|
|
769.2
|
|
|||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
$
|
0.61
|
|
|
$
|
0.87
|
|
|
$
|
0.63
|
|
|
$
|
6.35
|
|
|
$
|
8.50
|
|
Net earnings (loss) from discontinued operations
|
$
|
(0.06
|
)
|
|
$
|
0.01
|
|
|
$
|
0.00
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.07
|
)
|
Net earnings
|
$
|
0.55
|
|
|
$
|
0.88
|
|
|
$
|
0.63
|
|
|
$
|
6.33
|
|
|
$
|
8.43
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings from continuing operations
|
$
|
0.59
|
|
|
$
|
0.85
|
|
|
$
|
0.61
|
|
|
$
|
6.18
|
|
|
$
|
8.26
|
|
Net earnings (loss) from discontinued operations
|
$
|
(0.06
|
)
|
|
$
|
0.01
|
|
|
$
|
0.00
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.06
|
)
|
Net earnings
|
$
|
0.53
|
|
|
$
|
0.86
|
|
|
$
|
0.61
|
|
|
$
|
6.16
|
|
|
$
|
8.20
|
|
Dividends declared
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.10
|
|
|
$
|
0.10
|
|
Common stock price (NYSE symbol: BC):
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
37.23
|
|
|
$
|
35.40
|
|
|
$
|
40.76
|
|
|
$
|
46.48
|
|
|
$
|
46.48
|
|
Low
|
$
|
30.92
|
|
|
$
|
30.42
|
|
|
$
|
32.36
|
|
|
$
|
39.09
|
|
|
$
|
30.42
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Quarter Ended
|
|
|
||||||||||||||||
(in millions, except per share data)
|
March 31,
2012 |
|
June 30,
2012 |
|
September 29,
2012 |
|
December 31,
2012 |
|
Year Ended December 31, 2012
|
||||||||||
Net sales
|
$
|
959.6
|
|
|
$
|
1,053.9
|
|
|
$
|
874.3
|
|
|
$
|
829.8
|
|
|
$
|
3,717.6
|
|
Gross margin
(A)
|
238.2
|
|
|
283.9
|
|
|
233.0
|
|
|
188.9
|
|
|
944.0
|
|
|||||
Restructuring, exit and impairment charges
|
0.2
|
|
|
0.8
|
|
|
14.3
|
|
|
10.5
|
|
|
25.8
|
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
4.4
|
|
|
7.5
|
|
|
4.4
|
|
|
16.3
|
|
|||||
Net earnings (loss) from continuing operations
|
47.0
|
|
|
94.0
|
|
|
22.5
|
|
|
(16.1
|
)
|
|
147.4
|
|
|||||
Net loss from discontinued operations, net of tax
|
(7.3
|
)
|
|
(10.4
|
)
|
|
(20.5
|
)
|
|
(59.2
|
)
|
|
(97.4
|
)
|
|||||
Net earnings (loss)
|
39.7
|
|
|
83.6
|
|
|
2.0
|
|
|
(75.3
|
)
|
|
50.0
|
|
|||||
Basic earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss) from continuing operations
|
$
|
0.52
|
|
|
$
|
1.05
|
|
|
$
|
0.25
|
|
|
$
|
(0.18
|
)
|
|
$
|
1.64
|
|
Net loss from discontinued operations
|
$
|
(0.08
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
(1.08
|
)
|
Net earnings (loss)
|
$
|
0.44
|
|
|
$
|
0.93
|
|
|
$
|
0.02
|
|
|
$
|
(0.84
|
)
|
|
$
|
0.56
|
|
Diluted earnings (loss) per common share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings (loss) from continuing operations
|
$
|
0.51
|
|
|
$
|
1.02
|
|
|
$
|
0.24
|
|
|
$
|
(0.18
|
)
|
|
$
|
1.59
|
|
Net loss from discontinued operations
|
$
|
(0.08
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.66
|
)
|
|
$
|
(1.05
|
)
|
Net earnings (loss)
|
$
|
0.43
|
|
|
$
|
0.90
|
|
|
$
|
0.02
|
|
|
$
|
(0.84
|
)
|
|
$
|
0.54
|
|
Dividends declared
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
Common stock price (NYSE symbol: BC):
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
$
|
26.70
|
|
|
$
|
27.04
|
|
|
$
|
25.46
|
|
|
$
|
29.09
|
|
|
$
|
29.09
|
|
Low
|
$
|
18.49
|
|
|
$
|
19.83
|
|
|
$
|
20.21
|
|
|
$
|
21.24
|
|
|
$
|
18.49
|
|
(A)
|
Gross margin is defined as Net sales less Cost of sales as presented in the Consolidated Statements of Operations.
|
Allowances for
Losses on Receivables
|
|
Balance at
Beginning
of Year
|
|
Charges to Profit and Loss |
|
Write-offs
|
|
Recoveries
|
|
Other
|
|
Balance at
End of Year
|
||||||||||||
2013
|
|
$
|
27.1
|
|
|
$
|
2.7
|
|
|
$
|
(7.5
|
)
|
|
$
|
0.7
|
|
|
$
|
(1.0
|
)
|
|
$
|
22.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2012
|
|
$
|
31.0
|
|
|
$
|
0.9
|
|
|
$
|
(7.8
|
)
|
|
$
|
0.8
|
|
|
$
|
2.2
|
|
|
$
|
27.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2011
|
|
$
|
37.6
|
|
|
$
|
(3.2
|
)
|
|
$
|
(6.8
|
)
|
|
$
|
0.7
|
|
|
$
|
2.7
|
|
|
$
|
31.0
|
|
Deferred Tax Asset
Valuation Allowance
|
|
Balance at
Beginning
of Year
|
|
Charges to
Profit and Loss
(A)
|
|
Write-offs
|
|
Recoveries
|
|
Other
(A)
|
|
Balance at
End of Year
|
||||||||||||
2013
|
|
$
|
717.5
|
|
|
$
|
(601.5
|
)
|
|
$
|
(15.8
|
)
|
|
$
|
—
|
|
|
$
|
(12.0
|
)
|
|
$
|
88.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2012
|
|
$
|
728.4
|
|
|
$
|
(31.2
|
)
|
|
$
|
(8.3
|
)
|
|
$
|
—
|
|
|
$
|
28.6
|
|
|
$
|
717.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2011
|
|
$
|
688.3
|
|
|
$
|
(6.1
|
)
|
|
$
|
(12.2
|
)
|
|
$
|
0.4
|
|
|
$
|
58.0
|
|
|
$
|
728.4
|
|
|
BRUNSWICK CORPORATION
|
|
February 14, 2014
|
By:
|
/s/ ALAN L. LOWE
|
|
|
Alan L. Lowe
|
|
|
Vice President - Finance and Controller
|
February 14, 2014
|
By:
|
/s/ DUSTAN E. MCCOY
|
|
|
Dustan E. McCoy
|
|
|
Chairman and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
February 14, 2014
|
By:
|
/s/ WILLIAM L. METZGER
|
|
|
William L. Metzger
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
February 14, 2014
|
By:
|
/s/ ALAN L. LOWE
|
|
|
Alan L. Lowe
|
|
|
Vice President - Finance and Controller
|
|
|
(Principal Accounting Officer)
|
Nolan D. Archibald
|
Nancy E. Cooper
|
Cambria W. Dunaway
|
David C. Everitt
|
Manuel A. Fernandez
|
David V. Singer
|
Ralph C. Stayer
|
J. Steven Whisler
|
Roger J. Wood
|
Lawrence A. Zimmerman
|
February 14, 2014
|
By:
|
/s/ WILLIAM L. METZGER
|
|
|
William L. Metzger
|
|
|
Attorney-in-Fact
|
Exhibit No.
|
Description
|
3.1
|
Restated Certificate of Incorporation of the Company, dated July 22, 1987, filed as Exhibit 19.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1987, and hereby incorporated by reference.
|
3.2
|
Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, filed as Exhibit 3.2 to the Company's Annual Report on Form 10-K for 1995 as filed with the Securities and Exchange Commission on March 23, 1995, 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 February 4, 2010, and hereby incorporated by reference.
|
4.1
|
Indenture dated as of March 15, 1987, between the Company and Continental Illinois National Bank and Trust Company of Chicago, filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1987, and hereby incorporated by reference.
|
4.2
|
First Supplemental Indenture, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, to the Indenture dated as of March 15, 1987, between Brunswick Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 25, 2009, and hereby incorporated by reference.
|
4.3
|
Officers' Certificate setting forth terms of the Company's $125,000,000 principal amount of 7 3/8% Debentures due September 1, 2023, filed as Exhibit 4.3 to the Company's Annual Report on Form 10-K for 1993 as filed with the Securities and Exchange Commission on March 29, 1994, and hereby incorporated by reference.
|
4.4
|
Form of the Company's $200,000,000 principal amount of 7 1/8% Notes due August 1, 2027, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on August 21, 1997, and hereby incorporated by reference.
|
4.5
|
The Company's agreement to furnish additional debt instruments upon request by the Securities and Exchange Commission, filed as Exhibit 4.10 to the Company's Annual Report on Form 10-K for 1980, and hereby incorporated by reference.
|
4.6
|
Indenture, dated as of May 13, 2013, between the Company, the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee as filed as Exhibit 4.1 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 13, 2013 and hereby incorporated by reference.
|
4.7
|
Form of the Company's 4.625% Senior Notes due 2021, filed as Exhibit 4.2 (included in Exhibit 4.1) to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 13, 2013 and hereby incorporated by reference.
|
10.1
|
Credit Agreement, dated March 21, 2011, between Brunswick Corporation, the subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Capital Finance, LLC, as joint lead arrangers, J.P. Morgan Securities LLC, Wells Fargo Capital Finance, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint bookrunners, Bank of America, N.A. and Wells Fargo Capital Finance, as syndication agents, and SunTrust Bank and RBS Business Capital, a Division of RBS Asset Finance, Inc., as documentation agents., filed as Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 22, 2011, and hereby incorporated by reference.
|
10.2*
|
Form of Officer Terms and Conditions of Employment, amended and restated effective December 31, 2012.
|
10.3*
|
Brunswick Corporation Supplemental Pension Plan as amended and restated effective February 3, 2009, filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for 2008 as filed with the Securities and Exchange Commission on February 24, 2009, and hereby incorporated by reference.
|
10.4*
|
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.
|
10.5*
|
Brunswick Corporation 2003 Stock Incentive Plan, as amended and restated, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 3, 2010, as filed with the Securities and Exchange Commission on May 7, 2010, and hereby incorporated by reference.
|
10.6*
|
1997 Stock Plan for Non-Employee Directors, filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, as filed with the Securities and Exchange Commission on November 13, 1998, and hereby incorporated by reference.
|
10.7*
|
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.
|
10.8*
|
Brunswick Corporation 2005 Automatic Deferred Compensation Plan as amended and restated effective January 1, 2009, filed as Exhibit 10.18 to the Company's Annual Report on Form 10-K for 2008 as filed with the Securities and Exchange Commission on February 24, 2009, and hereby incorporated by reference.
|
10.9*
|
2010 Stock-Settled Stock Appreciation Rights Grants Terms and Conditions Pursuant to the Brunswick Corporation 2003 Stock Incentive Plan, filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 3, 2010, as filed with the Securities and Exchange Commission on May 7, 2010, and hereby incorporated by reference.
|
10.10*
|
2011 Stock-Settled Stock Appreciation Right Grant Terms and Conditions Pursuant to the Brunswick Corporation 2003 Stock Incentive Plan, filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 2, 2011, as filed with the Securities and Exchange Commission on May 6, 2011, and hereby incorporated by reference.
|
10.11*
|
2011 Stock-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2003 Stock Incentive Plan, filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 2, 2011, as filed with the Securities and Exchange Commission on May 6, 2011, and hereby incorporated by reference.
|
10.12*
|
2011 Cash-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2003 Stock Incentive Plan, filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended April 2, 2011, as filed with the Securities and Exchange Commission on May 6, 2011, and hereby incorporated by reference.
|
10.13*
|
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.
|
10.14*
|
2012 Stock-Settled Stock Appreciation Right Grant Terms and Conditions Pursuant to the Brunswick Corporation 2003 Stock Incentive Plan, filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on May 4, 2012, and hereby incorporated by reference.
|
10.15*
|
2012 Stock-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2003 Stock Incentive Plan, filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on May 4, 2012, and hereby incorporated by reference.
|
10.16*
|
2012 Cash-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2003 Stock Incentive Plan, filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on May 4, 2012, and hereby incorporated by reference.
|
10.17*
|
2012 Performance Share Grant Terms and Conditions Pursuant to the Brunswick Corporation 2003 Stock Incentive Plan, filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, as filed with the Securities and Exchange Commission on May 4, 2012, and hereby incorporated by reference.
|
10.18*
|
2013 Brunswick Performance Plan, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, as filed with the Securities and Exchange Commission on May 1, 2013, and hereby incorporated by reference.
|
10.19*
|
2013 Brunswick Performance Plan - Senior Management Incentive Plan Participants, filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, as filed with the Securities and Exchange Commission on May 1, 2013, and hereby incorporated by reference.
|
10.20*
|
2013 Brunswick Performance Plan - Performance Share Plan Participants, filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, as filed with the Securities and Exchange Commission on May 1, 2013, and hereby incorporated by reference.
|
10.21*
|
2013 Performance Share Grant Terms and Conditions Pursuant to the Brunswick Corporation 2003 Stock Incentive Plan, filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, as filed with the Securities and Exchange Commission on May 1, 2013, and hereby incorporated by reference.
|
10.22*
|
2013 Performance Share Grant Terms and Conditions Pursuant to the Brunswick Corporation 2003 Stock Incentive Plan - TSR Participants, filed as Exhibit 10.5 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, as filed with the Securities and Exchange Commission on May 1, 2013, and hereby incorporated by reference.
|
10.23*
|
2013 Stock-Settled Stock Appreciation Right Grant Terms and Conditions Pursuant to the Brunswick Corporation 2003 Stock Incentive Plan, filed as Exhibit 10.6 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, as filed with the Securities and Exchange Commission on May 1, 2013, and hereby incorporated by reference.
|
10.24*
|
2013 Cash-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2003 Stock Incentive Plan, filed as Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, as filed with the Securities and Exchange Commission on May 1, 2013, and hereby incorporated by reference.
|
10.25*
|
2013 Stock-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2003 Stock Incentive Plan, filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, as filed with the Securities and Exchange Commission on May 1, 2013, and hereby incorporated by reference.
|
10.26*
|
Brunswick Corporation Senior Management Incentive Plan, filed as Exhibit 10.9 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, as filed with the Securities and Exchange Commission on May 1, 2013, and hereby incorporated by reference.
|
12.1
|
Statement regarding computation of ratios.
|
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.
|
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
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|---|---|---|
Capital World Investors | 54,282,374 | 4,716,604,029 | |
FMR LLC | 47,387,099 | 4,117,465,032 | |
PRIMECAP MANAGEMENT CO/CA/ | 37,280,768 | 3,239,325,935 | |
SUSQUEHANNA INTERNATIONAL GROUP, LLP | 31,137,501 | 2,705,537,462 | |
GEODE CAPITAL MANAGEMENT, LLC | 25,376,002 | 2,198,213,826 | |
Capital International Investors | 21,329,392 | 1,853,545,523 | |
JANE STREET GROUP, LLC | 20,850,123 | 1,811,667,187 | |
CITADEL ADVISORS LLC | 17,149,712 | 1,490,138,476 | |
Capital Research Global Investors | 16,709,877 | 1,451,953,695 | |
SIMPLEX TRADING, LLC | 7,725,338 | 671,253 | |
Legal & General Group Plc | 7,195,405 | 625,208,736 | |
INFINITUM ASSET MANAGEMENT, LLC | 6,951,200 | 80,000 | |
CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 6,938,848 | 602,916,503 | |
Teilinger Capital Ltd. | 6,928,600 | 602,026,052 | |
DIMENSIONAL FUND ADVISORS LP | 6,800,052 | 590,807,478 | |
IMC-Chicago, LLC | 6,614,339 | 574,719,916 | |
PRICE T ROWE ASSOCIATES INC /MD/ | 6,345,278 | 551,342 | |
AMUNDI ASSET MANAGEMENT US, INC. | 5,808,779 | 512,391 | |
D. E. Shaw & Co., Inc. | 5,408,004 | 469,901,468 | |
MILLENNIUM MANAGEMENT LLC | 5,062,309 | 439,864,029 | |
Boston Partners | 4,883,112 | 420,496,384 | |
PICTET ASSET MANAGEMENT LTD | 4,656,092 | 395,675 | |
EATON VANCE MANAGEMENT | 4,553,536 | 228,132 | |
Optiver Holding B.V. | 4,529,554 | 393,572,947 | |
Nuveen Asset Management, LLC | 4,444,456 | 374,045,416 | |
Parametric Portfolio Associates LLC | 4,434,518 | 345,405 | |
BNP PARIBAS FINANCIAL MARKETS | 4,349,394 | 578,124,353 | |
PEAK6 Investments LLC | 4,290,171 | 444,933,634 | |
Nuveen, LLC | 4,248,949 | 369,191,178 | |
NATIONAL BANK OF CANADA /FI/ | 4,104,201 | 607,552,725 | |
Pictet Asset Management Holding SA | 3,829,233 | 332,757,735 | |
DEUTSCHE BANK AG\ | 3,813,960 | 331,394,984 | |
Swedbank AB | 3,449,556 | 290,314,633 | |
1832 Asset Management L.P. | 3,400,000 | 295,426,000 | |
Squarepoint Ops LLC | 3,326,461 | 289,036,196 | |
Qube Research & Technologies Ltd | 3,280,500 | 285,042,645 | |
Swiss National Bank | 3,142,500 | 273,051,825 | |
HSBC HOLDINGS PLC | 3,129,528 | 270,819,565 | |
MACQUARIE GROUP LTD | 3,067,077 | 257,630,144 | |
Rafferty Asset Management, LLC | 2,995,396 | 260,269,958 | |
Parallax Volatility Advisers, L.P. | 2,940,953 | 255,539,406 | |
PEAK6 LLC | 2,803,000 | 243,552,670 | |
National Pension Service | 2,743,110 | 238,348,828 | |
AMUNDI | 2,513,732 | 186,870,837 | |
NOMURA ASSET MANAGEMENT CO LTD | 2,482,599 | 215,713,027 | |
Orbis Allan Gray Ltd | 2,301,640 | 199,989,500 | |
MANUFACTURERS LIFE INSURANCE COMPANY, THE | 2,118,523 | 184,078,463 | |
Manning & Napier Group, LLC | 2,115,762 | 249,426 | |
Mitsubishi UFJ Asset Management Co., Ltd. | 2,085,294 | 181,191,196 | |
FIRST TRUST ADVISORS LP | 2,021,737 | 175,668,845 | |
Aspex Management (HK) Ltd | 2,020,350 | 175,548 | |
SUSQUEHANNA ADVISORS GROUP, INC. | 2,000,000 | 173,780,000 | |
California Public Employees Retirement System | 1,854,914 | 161,173,477 | |
CAPITAL FUND MANAGEMENT S.A. | 1,829,700 | 158,982,633 | |
ProShare Advisors LLC | 1,821,472 | 158,267,701 | |
CTC LLC | 1,789,985 | 150,645,138 | |
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM | 1,705,736 | 148,211,401 | |
PICTET ASSET MANAGEMENT SA | 1,647,483 | 103,972,652 | |
Polar Capital Holdings Plc | 1,548,741 | 134,570,105 | |
HOTCHKIS & WILEY CAPITAL MANAGEMENT LLC | 1,535,297 | 133,401,956 | |
Clearbridge Investments, LLC | 1,515,459 | 131,678,254 | |
Aptus Capital Advisors, LLC | 1,514,585 | 131,602,302 | |
DRW Securities, LLC | 1,495,580 | 129,950,938 | |
CREDIT SUISSE AG/ | 1,466,135 | 172,842,655 | |
MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 1,454,623 | 126,520,138 | |
Balyasny Asset Management L.P. | 1,426,858 | 123,979,692 | |
Mirae Asset Global Investments Co., Ltd. | 1,418,191 | 124,461,743 | |
BRANDES INVESTMENT PARTNERS, LP | 1,289,030 | 112,003,788 | |
GROUPAMA ASSET MANAGMENT | 1,278,276 | 113,050,729 | |
GROUP ONE TRADING LLC | 1,247,001 | 108,351,917 | |
CANADA LIFE ASSURANCE Co | 1,192,082 | 103,736 | |
Capital Markets Trading UK LLP | 1,176,584 | 102,233 | |
ADAGE CAPITAL PARTNERS GP, L.L.C. | 1,170,903 | 101,739,762 | |
Eisler Capital Management Ltd. | 1,157,709 | 100,506,508 | |
MENORA MIVTACHIM HOLDINGS LTD. | 1,108,850 | 96,347,976 | |
KEYSTONE INVESTORS PTE LTD | 1,107,756 | 96,252,919 | |
Candriam S.C.A. | 1,106,241 | 96,121,280 | |
HEALTHCARE OF ONTARIO PENSION PLAN TRUST FUND | 1,088,296 | 94,562,039 | |
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM | 1,060,590 | 92,154,665 | |
Schonfeld Strategic Advisors LLC | 1,037,121 | 90,115,441 | |
RAYMOND JAMES & ASSOCIATES | 1,007,475 | 104,485,179 | |
MASTERS CAPITAL MANAGEMENT LLC | 1,000,000 | 86,890,000 | |
ROTHSCHILD & CO ASSET MANAGEMENT US INC. | 988,652 | 49,412,800 | |
DekaBank Deutsche Girozentrale | 980,785 | 84,569 | |
PARNASSUS INVESTMENTS, LLC | 978,092 | 84,986,414 | |
PLATINUM INVESTMENT MANAGEMENT LTD | 936,814 | 81,399,768 | |
Crake Asset Management LLP | 936,000 | 81,329,040 | |
NEW YORK STATE TEACHERS RETIREMENT SYSTEM | 935,644 | 81,298 | |
SHAPIRO CAPITAL MANAGEMENT LLC | 929,062 | 80,726,214 | |
LPL Financial LLC | 926,139 | 80,472,235 | |
Oak Grove Capital LLC | 905,920 | 29,437,946 | |
Atreides Management, LP | 889,842 | 77,318,371 | |
Aberdeen Group plc | 880,889 | 75,056,147 | |
Korea Investment CORP | 864,878 | 75,149,249 | |
Hudson Bay Capital Management LP | 860,826 | 74,797,171 | |
DZ BANK AG Deutsche Zentral Genossenschafts Bank, Frankfurt am Main | 852,030 | 74,032,906 | |
Aperio Group, LLC | 810,715 | 60,950 | |
MAVERICK CAPITAL LTD | 809,170 | 70,308,781 | |
Russell Investments Group, Ltd. | 796,799 | 69,272,450 | |
GREAT LAKES ADVISORS, LLC | 775,482 | 65,264,586 |
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Mr. Gomo’s experience as the chief financial officer of a public technology company provides our Board expertise in the technology industry, particularly in the areas of finance, accounting, treasury, investor relations, and securities, which contribute valuable insights and perspectives to our business and operations. We believe these experiences, qualifications, attributes, and skills qualify Mr. Gomo to serve as a member of our Board. | |||
Robert Swan Independent Age | 64 Director Since | 2024 Committees Audit, Finance | |||
Robert Swan Independent Age | 64 Director Since | 2024 Committees Audit, Finance | |||
Mr. Beyer’s experience as the chief executive officer and a director at leading technology companies provides our Board expertise in the technology industry and also in corporate strategy, financial management, operations, marketing, and research and development, all of which are critical to achieving our strategic objectives. We believe these experiences, qualifications, attributes, and skills qualify Mr. Beyer to serve as a member of our Board. | |||
MaryAnn Wright Independent Age | 62 Director Since | 2019 Committees Compensation, Governance and Sustainability (Chair) | |||
Mary Pat McCarthy Independent Age | 69 Director Since | 2018 Committees Audit (Chair), Finance | |||
Lynn A. Dugle Independent Age | 65 Director Since | 2020 Committees Governance and Sustainability, Security | |||
Ms. Haynesworth’s experience as the sector vice president and general manager of a public defense and space company provides our Board expertise in technology integration, cybersecurity (including a Certificate in Cybersecurity Oversight), enterprise strategy, risk management, and large complex system development, delivery, and deployment, and contributes valuable insights and perspectives to our business and operations. Additionally, Ms. Haynesworth became a Member of the Defense Business Board of the United States Department of Defense in November 2021. We believe these experiences, qualifications, attributes, and skills qualify Ms. Haynesworth to serve as a member of our Board. |
Name and Principal Position | Year | Salary | Bonus | Stock Awards | Non-Equity Incentive Plan Compensation | All Other Compensation | Total | |||||||||||||||||||
Sanjay Mehrotra | 2024 | $ | 1,416,909 | $ | — | $ | 23,749,623 | $ | 4,847,433 | $ | 46,161 | $ | 30,060,126 | |||||||||||||
President and Chief | 2023 | 1,255,476 | — | 23,750,005 | — | 271,472 | 25,276,953 | |||||||||||||||||||
Executive Officer | 2022 | 1,409,893 | — | 23,499,965 | 3,435,275 | 495,676 | 28,840,809 | |||||||||||||||||||
Mark Murphy
|
2024 | 765,654 | — | 8,499,848 | 1,540,313 | 26,188 | 10,832,003 | |||||||||||||||||||
Executive Vice President and | 2023 | 639,827 | — | 7,749,991 | — | 14,284 | 8,404,102 | |||||||||||||||||||
Chief Financial Officer | 2022 | 266,538 | 250,000 | 12,631,963 | 326,555 | 99,986 | 13,575,042 | |||||||||||||||||||
Manish Bhatia | 2024 | 791,203 | — | 8,999,852 | 1,590,000 | 17,250 | 11,398,305 | |||||||||||||||||||
Executive Vice President, | 2023 | 667,020 | — | 8,250,009 | — | 17,118 | 8,934,147 | |||||||||||||||||||
Global Operations | 2022 | 725,607 | — | 7,999,991 | 904,511 | 8,887,720 | 18,517,829 | |||||||||||||||||||
Scott DeBoer | 2024 | 690,668 | — | 7,249,849 | 1,335,600 | 18,450 | 9,294,567 | |||||||||||||||||||
Executive Vice President, | 2023 | 571,046 | — | 6,500,022 | — | 18,352 | 7,089,420 | |||||||||||||||||||
Chief Technology and Products Officer | 2022 | 621,203 | — | 6,249,944 | 703,968 | 17,450 | 7,592,565 | |||||||||||||||||||
Sumit Sadana | 2024 | 819,452 | — | 8,999,852 | 1,803,656 | 17,250 | 11,640,210 | |||||||||||||||||||
Executive Vice President | 2023 | 715,007 | — | 8,500,024 | — | 16,500 | 9,231,531 | |||||||||||||||||||
and Chief Business Officer | 2022 | 777,809 | — | 8,250,001 | 1,057,727 | 15,893 | 10,101,430 |
Customers
Customer name | Ticker |
---|---|
Hilton Worldwide Holdings Inc. | HLT |
MGM Resorts International | MGM |
MGM Resorts International | MGM |
Caesars Entertainment, Inc. | CZR |
Wyndham Destinations, Inc. | WYND |
Suppliers
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
MEHROTRA SANJAY | - | 651,759 | 532,935 |
MEHROTRA SANJAY | - | 394,675 | 675,000 |
BHATIA MANISH H | - | 278,469 | 0 |
BHATIA MANISH H | - | 260,347 | 0 |
Sadana Sumit | - | 218,048 | 0 |
Sadana Sumit | - | 208,987 | 0 |
Murphy Mark J. | - | 196,442 | 0 |
Deboer Scott J | - | 188,340 | 0 |
Bokan Michael W | - | 179,032 | 17,201 |
ARNZEN APRIL S | - | 164,769 | 0 |
Deboer Scott J | - | 158,617 | 0 |
ARNZEN APRIL S | - | 155,052 | 0 |
Bokan Michael W | - | 133,177 | 17,201 |
ARNZEN APRIL S | - | 118,885 | 0 |
BEYER RICHARD M | - | 99,245 | 0 |
RAY MICHAEL CHARLES | - | 92,437 | 0 |
ALLEN SCOTT R. | - | 58,457 | 0 |
ALLEN SCOTT R. | - | 53,108 | 0 |
Beard Robert P | - | 48,439 | 0 |
McCarthy Mary Pat | - | 24,954 | 0 |
Haynesworth Linnie M | - | 13,632 | 0 |
SWAN ROBERT HOLMES | - | 4,444 | 0 |
Simons Anna C | - | 2,456 | 0 |