BC 10-Q Quarterly Report Sept. 28, 2024

BRUNSWICK CORP

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bcorp-20240928

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 28, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-01043

____________

Brunswick Corporation

(Exact name of registrant as specified in its charter)


Delaware						36-0848180
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

26125 N. Riverwoods Blvd., Suite 500 , Mettawa , IL 60045-3420

(Address of principal executive offices) (Zip code)

( 847 ) 735-4700

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐

Non-accelerated Filer	☐	Smaller reporting company	☐

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common stock, par value $0.75 per share

New York Stock Exchange

Chicago Stock Exchange

6.500% Senior Notes due 2048

BC-A

New York Stock Exchange

6.625% Senior Notes due 2049

BC-B

New York Stock Exchange

6.375% Senior Notes due 2049

BC-C

New York Stock Exchange

The number of shares of Common Stock ($0.75 par value) of the registrant outstanding as of October 28, 2024 was 65,983,222 .

BRUNSWICK CORPORATION

INDEX TO QUARTERLY REPORT ON FORM 10-Q

September 28, 2024

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION		Page

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3













Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	36


PART II – OTHER INFORMATION



Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 5.	Other Information	38

Item 6.	Exhibits	39

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

BRUNSWICK CORPORATION

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended				Nine Months Ended
(in millions, except per share data)	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net sales	$	1,273.3	$	1,593.6	$	4,082.2	$	5,039.5
Cost of sales	940.3		1,148.9		2,984.6		3,616.9
Selling, general and administrative expense	180.7		187.1		566.2		613.5
Research and development expense	41.7		45.2		130.5		142.8
Restructuring, exit and impairment charges	12.2		16.3		33.6		39.7
Operating earnings	98.4		196.1		367.3		626.6
Equity earnings (loss)	1.6		( 17.3 )		7.0		( 12.9 )
Other (expense) income, net	( 1.1 )		6.0		( 1.9 )		6.9
Earnings before interest and income taxes	98.9		184.8		372.4		620.6
Interest expense	( 33.0 )		( 28.1 )		( 94.2 )		( 85.1 )
Interest income	4.0		3.4		11.2		7.6


Earnings before income taxes	69.9		160.1		289.4		543.1
Income tax provision	22.6		46.2		68.9		181.5
Net earnings from continuing operations	47.3		113.9		220.5		361.6



Net loss from discontinued operations, net of tax	( 2.7 )		( 1.4 )		( 7.9 )		( 2.1 )
Net earnings	$	44.6	$	112.5	$	212.6	$	359.5

Earnings per common share:
Basic
Earnings from continuing operations	$	0.71	$	1.63	$	3.27	$	5.11
Loss from discontinued operations	( 0.04 )		( 0.02 )		( 0.12 )		( 0.03 )
Net earnings	$	0.67	$	1.61	$	3.15	$	5.08

Diluted
Earnings from continuing operations	$	0.71	$	1.63	$	3.26	$	5.10
Loss from discontinued operations	( 0.04 )		( 0.02 )		( 0.12 )		( 0.03 )
Net earnings	$	0.67	$	1.61	$	3.14	$	5.07

Weighted average shares used for computation of:
Basic earnings per common share	66.6		69.8		67.4		70.7
Diluted earnings per common share	66.6		70.0		67.6		70.9

Comprehensive income	$	59.5	$	99.2	$	210.6	$	346.9



The Notes to Condensed Consolidated Financial Statements are an integral part of these condensed consolidated statements.

Table of Contents

BRUNSWICK CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited)


(in millions)	September 28, 2024		December 31, 2023		September 30, 2023
Assets
Current assets
Cash and cash equivalents, at cost, which approximates fair value	$	284.1	$	467.8	$	330.9
Restricted cash	16.8		11.1		11.1
Short-term investments in marketable securities	0.8		0.8		0.8
Total cash and short-term investments in marketable securities	301.7		479.7		342.8
Accounts and notes receivable, less allowances of $10.5, $10.8, and $10.4	500.8		493.2		568.2
Inventories
Finished goods	937.0		932.0		825.4
Work-in-process	173.5		181.6		194.5
Raw materials	354.2		363.2		425.1
Net inventories	1,464.7		1,476.8		1,445.0
Prepaid expenses and other	80.8		60.0		85.3

Current assets	2,348.0		2,509.7		2,441.3

Property
Land	44.1		44.1		44.0
Buildings and improvements	635.8		619.7		609.3
Equipment	1,578.3		1,551.5		1,529.0

Total land, buildings and improvements and equipment	2,258.2		2,215.3		2,182.3
Accumulated depreciation	( 1,199.4 )		( 1,135.5 )		( 1,111.0 )
Net land, buildings and improvements and equipment	1,058.8		1,079.8		1,071.3
Unamortized product tooling costs	219.5		236.0		240.3
Net property	1,278.3		1,315.8		1,311.6

Other assets
Goodwill	1,059.7		1,030.7		1,007.6
Other intangibles, net	939.9		978.0		999.8
Deferred income tax asset	187.0		186.8		150.9
Operating lease assets	162.5		152.2		136.2
Equity investments	32.9		38.7		35.6
Other long-term assets	15.2		18.6		17.9

Other assets	2,397.2		2,405.0		2,348.0

Total assets	$	6,023.5	$	6,230.5	$	6,100.9

The Notes to Condensed Consolidated Financial Statements are an integral part of these condensed consolidated statements.

Table of Contents


(in millions)	September 28, 2024		December 31, 2023		September 30, 2023
Liabilities and shareholders' equity
Current liabilities
Short-term debt and current maturities of long-term debt	$	199.2	$	454.7	$	455.3
Accounts payable	369.1		558.0		493.4
Accrued expenses	625.8		739.4		710.5

Current liabilities	1,194.1		1,752.1		1,659.2

Long-term liabilities
Debt	2,372.7		1,975.7		1,975.7
Operating lease liabilities	144.1		133.9		117.8
Postretirement benefits	48.6		52.5		45.6
Deferred income tax liability	12.4		12.4		12.4
Other	217.3		216.5		204.4

Long-term liabilities	2,795.1		2,391.0		2,355.9

Shareholders' equity
Common stock; authorized: 200,000,000 shares, $ 0.75 par value; issued: 102,538,000 shares; outstanding: 66,101,000 , 68,227,000 and 68,939,000 shares	76.9		76.9		76.9
Additional paid-in capital	398.0		392.0		385.2
Retained earnings	3,724.9		3,596.9		3,563.4
Treasury stock, at cost: 36,437,000 , 34,311,000 and 33,599,000 shares	( 2,137.8 )		( 1,952.7 )		( 1,897.6 )







Accumulated other comprehensive loss	( 27.7 )		( 25.7 )		( 42.1 )
Shareholders' equity	2,034.3		2,087.4		2,085.8

Total liabilities and shareholders' equity	$	6,023.5	$	6,230.5	$	6,100.9

The Notes to Condensed Consolidated Financial Statements are an integral part of these condensed consolidated statements.

Table of Contents

BRUNSWICK CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended
(in millions)	September 28, 2024		September 30, 2023
Cash flows from operating activities
Net earnings	$	212.6	$	359.5
Less: net loss from discontinued operations, net of tax	( 7.9 )		( 2.1 )
Net earnings from continuing operations	220.5		361.6
Depreciation and amortization	212.0		201.4
Stock compensation expense	20.4		15.0
Pension funding, net of expense	( 0.9 )		( 1.2 )

Asset impairment charges	6.7		6.4

Deferred income taxes	8.5		0.9
Impairment of equity method investment	—		19.2

Changes in certain current assets and current liabilities	( 323.7 )		( 161.2 )
Long-term extended warranty contracts and other deferred revenue	11.4		14.0


Income taxes	( 22.9 )		21.2
Other, net	5.5		( 19.2 )
Net cash provided by operating activities of continuing operations	137.5		458.1
Net cash used for operating activities of discontinued operations	( 12.5 )		( 7.8 )
Net cash provided by operating activities	125.0		450.3

Cash flows from investing activities
Capital expenditures	( 137.1 )		( 233.1 )
Purchases of marketable securities	( 80.9 )		—
Sales or maturities of marketable securities	82.1		3.8
Investments	5.5		( 1.6 )
Acquisition of businesses, net of cash acquired	( 31.8 )		( 89.6 )
Proceeds from the sale of property, plant and equipment	8.2		10.6



Net cash used for investing activities	( 154.0 )		( 309.9 )

Cash flows from financing activities
Proceeds from issuances of short-term debt	200.8		2.3
Payments of short-term debt	( 7.4 )		( 5.4 )
Net proceeds from issuances of long-term debt	396.9		—
Payments of long-term debt including current maturities	( 451.9 )		( 81.8 )

Common stock repurchases	( 190.0 )		( 220.0 )
Cash dividends paid	( 84.6 )		( 84.6 )

Tax withholding associated with shares issued for share-based compensation	( 9.3 )		( 13.4 )
Other, net	( 1.5 )		—


Net cash used for financing activities	( 147.0 )		( 402.9 )

Effect of exchange rate changes on cash and cash equivalents	( 2.0 )		( 4.0 )
Net decrease in Cash and cash equivalents and Restricted cash	( 178.0 )		( 266.5 )
Cash and cash equivalents and Restricted cash at beginning of period	478.9		608.5

Cash and cash equivalents and Restricted cash at end of period	300.9		342.0
Less: Restricted cash	16.8		11.1
Cash and cash equivalents at end of period	$	284.1	$	330.9

The Notes to Condensed Consolidated Financial Statements are an integral part of these condensed consolidated statements.

Table of Contents

Brunswick Corporation

Condensed Consolidated Statements of Shareholders' Equity

(Unaudited)


(in millions, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated other comprehensive loss		Total
Balance at December 31, 2023	$	76.9	$	392.0	$	3,596.9	$	( 1,952.7 )	$	( 25.7 )	$	2,087.4
Net earnings	—		—		68.0		—		—		68.0
Other comprehensive loss	—		—		—		—		( 10.5 )		( 10.5 )
Dividends ( $ 0.42 per common share)	—		—		( 28.6 )		—		—		( 28.6 )
Compensation plans and other	—		( 8.6 )		—		6.0		—		( 2.6 )
Common stock repurchases	—		—		—		( 64.1 )		—		( 64.1 )
Balance at March 30, 2024	76.9		383.4		3,636.3		( 2,010.8 )		( 36.2 )		2,049.6
Net earnings	—		—		100.0		—		—		100.0
Other comprehensive loss	—		—		—		—		( 6.4 )		( 6.4 )
Dividends ( $ 0.42 per common share)	—		—		( 28.2 )		—		—		( 28.2 )
Compensation plans and other	—		5.8		—		0.2		—		6.0
Common stock repurchases	—		—		—		( 107.4 )		—		( 107.4 )
Balance at June 29, 2024	76.9		389.2		3,708.1		( 2,118.0 )		( 42.6 )		2,013.6
Net earnings	—		—		44.6		—		—		44.6
Other comprehensive income	—		—		—		—		14.9		14.9
Dividends ( $ 0.42 per common share)	—		—		( 27.8 )		—		—		( 27.8 )
Compensation plans and other	—		8.8		—		0.4		—		9.2
Common stock repurchases	—		—		—		( 20.2 )		—		( 20.2 )
Balance at September 28, 2024	$	76.9	$	398.0	$	3,724.9	$	( 2,137.8 )	$	( 27.7 )	$	2,034.3


(in millions, except per share data)	Common Stock		Additional Paid-in Capital		Retained Earnings		Treasury Stock		Accumulated other comprehensive loss		Total
Balance at December 31, 2022	$	76.9	$	391.3	$	3,288.5	$	( 1,684.9 )	$	( 29.5 )	$	2,042.3
Net earnings	—		—		112.3		—		—		112.3
Other comprehensive income	—		—		—		—		3.6		3.6
Dividends ($ 0.40 per common share)	—		—		( 28.5 )		—		—		( 28.5 )
Compensation plans and other	—		( 15.3 )		—		8.5		—		( 6.8 )
Common stock repurchases	—		—		—		( 60.4 )		—		( 60.4 )
Balance at April 1, 2023	76.9		376.0		3,372.3		( 1,736.8 )		( 25.9 )		2,062.5
Net earnings	—		—		134.7		—		—		134.7
Other comprehensive loss	—		—		—		—		( 2.9 )		( 2.9 )
Dividends ($ 0.40 per common share)	—		—		( 28.3 )		—		—		( 28.3 )
Compensation plans and other	—		7.8		—		0.5		—		8.3
Common stock repurchases	—		—		—		( 72.9 )		—		( 72.9 )
Balance at July 1, 2023	76.9		383.8		3,478.7		( 1,809.2 )		( 28.8 )		2,101.4
Net earnings	—		—		112.5		—		—		112.5
Other comprehensive loss	—		—		—		—		( 13.3 )		( 13.3 )
Dividends ($ 0.40 per common share)	—		—		( 27.8 )		—		—		( 27.8 )
Compensation plans and other	—		1.4		—		0.3		—		1.7
Common stock repurchases	—		—		—		( 88.7 )		—		( 88.7 )
Balance at September 30, 2023	$	76.9	$	385.2	$	3,563.4	$	( 1,897.6 )	$	( 42.1 )	$	2,085.8

The Notes to Condensed Consolidated Financial Statements are an integral part of these condensed consolidated statements.

Table of Contents

BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Significant Accounting Policies

Interim Financial Statements. Brunswick's unaudited interim condensed consolidated financial statements have been prepared pursuant to SEC rules and regulations. Therefore, certain information and disclosures normally included in financial statements and related notes prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted.

These financial statements should be read in conjunction with, and have been prepared in conformity with, the accounting principles reflected in the consolidated financial statements and related notes included in Brunswick's 2023 Annual Report on Form 10-K for the year ended December 31, 2023 (the 2023 Form 10-K). These results include, in management's opinion, all normal and recurring adjustments necessary to present fairly Brunswick's financial position, results of operations and cash flows. Due to the seasonality of Brunswick's businesses, the interim results are not necessarily indicative of the results that may be expected for the remainder of the year.

The Company maintains its financial records on the basis of a fiscal year ending on December 31, with the fiscal quarters spanning approximately thirteen weeks. The first quarter ends on the Saturday closest to the end of the first thirteen-week period. The second and third quarters are thirteen weeks in duration and the fourth quarter is the remainder of the year. The third quarter of fiscal year 2024 ended on September 28, 2024 and the third quarter of fiscal year 2023 ended on September 30, 2023.

Recently Issued Accounting Standards

Segment Reporting: In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280) — Improvements to Reportable Segment Disclosures , which adds new disclosure requirements related to significant segment expenses regularly provided to the chief operating decision maker (CODM) and included in each reported measure of segment profit or loss, other segment items that constitute the difference between segment revenues less significant segment expenses and the measure of profit or loss, disclosure of the CODM's title and position as well as an explanation of how the CODM uses the reported measures and expanded interim disclosures. ASU 2023-07 is effective for financial statements for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, and as a result, will require additional segment expense disclosures when adopted in the Company's Form 10-K for the year ended December 31, 2024 and in periodic reports thereafter.

Income Taxes : In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) — Improvements to Income Tax Disclosures . Under this ASU, entities must disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires entities to disclose additional information about income taxes paid. ASU 2023-09 is effective for financial statements for annual periods beginning after December 15, 2024. We are currently evaluating the potential impact of adopting this guidance on the consolidated financial statements and the notes to consolidated financial statements.

Table of Contents

BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 2 – Revenue Recognition

The following tables present the Company's revenue in categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors:


	Three Months Ended
	September 28, 2024
(in millions)	Propulsion		Engine P&A		Navico Group		Boat		Total
Geographic Markets
United States	$	308.1	$	235.9	$	106.3	$	290.2	$	940.5
Europe	70.9		31.2		48.6		19.3		170.0
Asia-Pacific	38.3		27.6		18.9		4.3		89.1
Canada	20.0		28.6		3.0		25.2		76.8
Rest-of-World	48.6		12.8		7.3		6.3		75.0
Segment Eliminations	( 58.8 )		( 1.4 )		( 17.9 )		—		( 78.1 )
Total	$	427.1	$	334.7	$	166.2	$	345.3	$	1,273.3

	Three Months Ended
	September 30, 2023
(in millions)	Propulsion		Engine P&A		Navico Group		Boat		Total
Geographic Markets
United States	$	498.2	$	248.0	$	137.4	$	345.6	$	1,229.2
Europe	88.0		30.3		48.0		28.2		194.5
Asia-Pacific	46.5		25.0		19.1		8.3		98.9
Canada	26.8		28.4		3.8		37.2		96.2
Rest-of-World	58.7		12.9		5.1		9.3		86.0
Segment Eliminations	( 86.2 )		( 2.0 )		( 23.0 )		—		( 111.2 )
Total	$	632.0	$	342.6	$	190.4	$	428.6	$	1,593.6


	Nine Months Ended
	September 28, 2024
(in millions)	Propulsion		Engine P&A		Navico Group		Boat		Total
Geographic Markets
United States	$	1,037.4	$	660.9	$	355.3	$	961.4	$	3,015.0
Europe	255.0		90.7		169.7		93.8		609.2
Asia-Pacific	125.6		75.8		51.9		15.0		268.3
Canada	50.2		65.8		10.8		106.3		233.1
Rest-of-World	153.9		41.4		17.4		28.7		241.4
Segment Eliminations	( 212.7 )		( 5.1 )		( 67.0 )		—		( 284.8 )
Total	$	1,409.4	$	929.5	$	538.1	$	1,205.2	$	4,082.2

	Nine Months Ended
	September 30, 2023
(in millions)	Propulsion		Engine P&A		Navico Group		Boat		Total
Geographic Markets
United States	$	1,490.8	$	693.3	$	459.3	$	1,203.8	$	3,847.2
Europe	293.4		86.2		173.9		135.6		689.1
Asia-Pacific	154.8		76.7		56.3		23.9		311.7
Canada	75.8		69.2		13.4		173.4		331.8
Rest-of-World	158.3		36.7		15.6		27.9		238.5
Segment Eliminations	( 291.3 )		( 5.8 )		( 81.3 )		( 0.4 )		( 378.8 )
Total	$	1,881.8	$	956.3	$	637.2	$	1,564.2	$	5,039.5

Table of Contents

BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)


	Three Months Ended
	September 28, 2024
(in millions)	Propulsion		Engine P&A		Navico Group		Boat		Total
Major Product Lines
Outboard Engines	$	373.5	$	—	$	—	$	—	$	373.5
Controls, Rigging, and Propellers	83.7		—		—		—		83.7
Sterndrive Engines	28.7		—		—		—		28.7
Distribution	—		182.3		—		—		182.3
Products	—		153.8		—		—		153.8
Navico Group	—		—		184.1		—		184.1
Aluminum Freshwater Boats	—		—		—		119.7		119.7
Recreational Fiberglass Boats	—		—		—		88.3		88.3
Saltwater Fishing Boats	—		—		—		90.3		90.3
Business Acceleration	—		—		—		50.0		50.0
Boat Eliminations/Other	—		—		—		( 3.0 )		( 3.0 )
Segment Eliminations	( 58.8 )		( 1.4 )		( 17.9 )		—		( 78.1 )
Total	$	427.1	$	334.7	$	166.2	$	345.3	$	1,273.3

	Three Months Ended
	September 30, 2023
(in millions)	Propulsion		Engine P&A		Navico Group		Boat		Total
Major Product Lines
Outboard Engines	$	580.3	$	—	$	—	$	—	$	580.3
Controls, Rigging, and Propellers	99.7		—		—		—		99.7
Sterndrive Engines	38.2		—		—		—		38.2
Distribution	—		186.0		—		—		186.0
Products	—		158.6		—		—		158.6
Navico Group	—		—		213.4		—		213.4
Aluminum Freshwater Boats	—		—		—		141.3		141.3
Recreational Fiberglass Boats	—		—		—		137.0		137.0
Saltwater Fishing Boats	—		—		—		110.4		110.4
Business Acceleration	—		—		—		43.6		43.6
Boat Eliminations/Other	—		—		—		( 3.7 )		( 3.7 )
Segment Eliminations	( 86.2 )		( 2.0 )		( 23.0 )		—		( 111.2 )
Total	$	632.0	$	342.6	$	190.4	$	428.6	$	1,593.6

Table of Contents

BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)


	Nine Months Ended
	September 28, 2024
(in millions)	Propulsion		Engine P&A		Navico Group		Boat		Total
Major Product Lines
Outboard Engines	$	1,247.1	$	—	$	—	$	—	$	1,247.1
Controls, Rigging, and Propellers	274.7		—		—		—		274.7
Sterndrive Engines	100.3		—		—		—		100.3
Distribution	—		530.5		—		—		530.5
Products	—		404.1		—		—		404.1
Navico Group	—		—		605.1		—		605.1
Aluminum Freshwater Boats	—		—		—		418.1		418.1
Recreational Fiberglass Boats	—		—		—		356.0		356.0
Saltwater Fishing Boats	—		—		—		307.5		307.5
Business Acceleration	—		—		—		153.8		153.8
Boat Eliminations/Other	—		—		—		( 30.2 )		( 30.2 )
Segment Eliminations	( 212.7 )		( 5.1 )		( 67.0 )		—		( 284.8 )
Total	$	1,409.4	$	929.5	$	538.1	$	1,205.2	$	4,082.2

	Nine Months Ended
	September 30, 2023
(in millions)	Propulsion		Engine P&A		Navico Group		Boat		Total
Major Product Lines
Outboard Engines	$	1,726.1	$	—	$	—	$	—	$	1,726.1
Controls, Rigging, and Propellers	310.8		—		—		—		310.8
Sterndrive Engines	136.2		—		—		—		136.2
Distribution	—		558.5		—		—		558.5
Products	—		403.6		—		—		403.6
Navico Group	—		—		718.5		—		718.5
Aluminum Freshwater Boats	—		—		—		582.0		582.0
Recreational Fiberglass Boats	—		—		—		522.5		522.5
Saltwater Fishing Boats	—		—		—		348.4		348.4
Business Acceleration	—		—		—		129.9		129.9
Boat Eliminations/Other	—		—		—		( 18.2 )		( 18.2 )
Segment Eliminations	( 291.3 )		( 5.8 )		( 81.3 )		( 0.4 )		( 378.8 )
Total	$	1,881.8	$	956.3	$	637.2	$	1,564.2	$	5,039.5

As of December 31, 2023, $ 187.1 million of contract liabilities associated with extended warranties, deferred revenue and customer deposits were reported in Accrued expenses and Other long-term liabilities, of which $ 53.0 million were recognized as revenue during the nine months ended September 28, 2024. As of September 28, 2024, total contract liabilities were $ 201.4 million. The total amount of the transaction price allocated to unsatisfied performance obligations as of September 28, 2024 was $ 196.4 million for contracts greater than one year, which primarily relates to extended warranties. The Company expects to recognize $ 20.7 million of this amount in 2024, $ 64.8 million in 2025, and $ 110.9 million thereafter.

Note 3 – Restructuring, Exit and Impairment Activities

The Company recorded restructuring, exit and impairment charges in the Condensed Consolidated Statements of Comprehensive Income in 2024.

During the three and nine months ended September 28, 2024 and September 30, 2023, the Company recorded restructuring charges related to headcount reductions and related costs associated with streamlining the enterprise-wide cost structure and improving operating efficiencies. The Company also incurred charges related to the rationalization of its manufacturing footprint.

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BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table is a summary of these expenses for the three months ended September 28, 2024:



(in millions)	Propulsion		Engine P&A		Navico Group		Boat		Corporate		Total
Restructuring, exit and impairment activities:
Employee termination and other benefits	$	2.9	$	0.8	$	3.3	$	2.8	$	1.1	$	10.9
Asset-related	—		—		1.2		0.1		—		1.3


Total restructuring, exit and impairment charges	$	2.9	$	0.8	$	4.5	$	2.9	$	1.1	$	12.2

Total cash payments for restructuring, exit and impairment charges (A)	$	2.5	$	0.9	$	0.8	$	2.9	$	0.3	$	7.4
Accrued charges at end of the period (B)	$	2.7	$	1.4	$	2.8	$	2.6	$	1.2	$	10.7

(A) Cash payments for the three months ended September 28, 2024 may include payments related to prior period charges.

(B) Restructuring, exit and impairment charges accrued as of September 28, 2024 are expected to be paid in the next twelve months.

The following table is a summary of these expenses for the three months ended September 30, 2023:



(in millions)	Propulsion		Engine P&A		Navico Group		Boat		Corporate		Total
Restructuring, exit and impairment activities:
Employee termination and other benefits	$	2.7	$	2.3	$	0.6	$	5.1	$	1.2	$	11.9
Asset-related	—		—		4.4		—		—		4.4

Total restructuring, exit and impairment charges	$	2.7	$	2.3	$	5.0	$	5.1	$	1.2	$	16.3

Total cash payments for restructuring, exit and impairment charges (A)	$	0.8	$	1.4	$	3.2	$	3.7	$	2.4	$	11.5
Accrued charges at end of the period	$	1.9	$	1.4	$	5.7	$	2.6	$	0.8	$	12.4

(A) Cash payments for the three months ended September 30, 2023 may include payments related to prior period charges.

The following table is a summary of these expenses for the nine months ended September 28, 2024:



(in millions)	Propulsion		Engine P&A		Navico Group		Boat		Corporate		Total
Restructuring, exit and impairment activities:
Employee termination and other benefits	$	8.9	$	4.3	$	5.9	$	5.5	$	2.3	$	26.9
Asset-related	—		—		6.6		0.1		—		6.7


Total restructuring, exit and impairment charges	$	8.9	$	4.3	$	12.5	$	5.6	$	2.3	$	33.6

Total cash payments for restructuring, exit and impairment charges (A)	$	7.4	$	3.6	$	8.2	$	4.6	$	1.7	$	25.5
Accrued charges at end of the period (B)	$	2.7	$	1.4	$	2.8	$	2.6	$	1.2	$	10.7

(A) Cash payments for the nine months ended September 28, 2024 may include payments related to prior period charges.

(B) Restructuring, exit and impairment charges accrued as of September 28, 2024 are expected to be paid in the next twelve months.

Table of Contents

BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table is a summary of these expenses for the nine months ended September 30, 2023:



(in millions)	Propulsion		Engine P&A		Navico Group		Boat		Corporate		Total
Restructuring, exit and impairment activities:
Employee termination and other benefits	$	2.7	$	3.3	$	10.1	$	11.0	$	1.9	$	29.0
Asset-related	—		—		5.8		—		—		5.8
Professional fees	—		—		—		—		4.9		4.9
Total restructuring, exit and impairment charges	$	2.7	$	3.3	$	15.9	$	11.0	$	6.8	$	39.7

Total cash payments for restructuring, exit and impairment charges (A)	$	0.8	$	1.9	$	8.5	$	8.4	$	6.0	$	25.6
Accrued charges at end of the period	$	1.9	$	1.4	$	5.7	$	2.6	$	0.8	$	12.4

(A) Cash payments for the nine months ended September 30, 2023 may include payments related to prior period charges.

Note 4 – Acquisitions

2024 Acquisition

On September 12, 2024, the Company acquired additional Freedom Boat Club franchise operations and territories in Southeast Florida. The acquisition enhances Freedom Boat Club's presence in Florida and provides an opportunity to leverage synergies across Brunswick's portfolio of brands. The acquisition is included as part of the Company's Boat segment.

The Company paid net cash consideration of $ 31.2 million for the acquisition. The opening balance sheet, which is preliminary and subject to change in the measurement period as the Company finalizes the purchase price allocation and fair value estimates, includes $ 28.2 million of goodwill and $ 5.2 million of customer relationships. The amount assigned to customer relationships will be amortized over the estimated useful life of 10 years. Transaction costs associated with the acquisition were not material to the Company's consolidated results of operations. The acquisition is not material to the Company's net sales, results of operations, or total assets during any period presented. Accordingly, the Company's consolidated results of operations do not differ materially from historical performance as a result of the acquisition, and pro forma results for prior periods are not presented.

2023 Acquisitions

During the fourth quarter of 2023, the Company acquired additional Freedom Boat Club franchise operations and territories in the Southeast United States. These acquisitions should unlock operational efficiencies while providing members with additional boating destinations, as the Company plans for continued expansion across the Southeast Coastal region. These acquisitions are included as part of the Company's Boat segment.

The Company paid net cash consideration of $ 16.0 million for these acquisitions. The opening balance sheets, which are preliminary and subject to change in the measurement period as the Company finalizes the purchase price allocation and fair value estimates, include $ 12.9 million of goodwill and $ 3.3 million of customer relationships. The amount assigned to customer relationships will be amortized over the estimated useful life of 10 years. Transaction costs associated with these acquisitions were not material to the Company's consolidated results of operations.

On September 1, 2023, the Company acquired all of the issued and outstanding shares of Fliteboard Pty Ltd (Fliteboard) for $ 88.3 million net cash consideration. Fliteboard is a leader in eFoiling technology, which combines advanced hydrofoils and electric propulsion on the water. The acquisition of Fliteboard allows the Company to enter the emerging electric-foiling surfboard market and presents the opportunity for technological, manufacturing, commercial and consumer synergies with our existing portfolio. Fliteboard is included as part of the Company's Propulsion segment.

Table of Contents

BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

The opening balance sheet includes $ 38.0 million of goodwill, $ 20.7 million of trade names, $ 8.4 million of customer relationships, and $ 7.1 million of developed technology. The amounts assigned to customer relationships and developed technology will be amortized over the estimated useful lives of 15 years and 10 years, respectively. Transaction costs associated with the acquisition of $ 1.9 million were expensed as incurred within Selling, general and administrative expense in 2023. Purchase accounting is final as of September 28, 2024.

These 2023 acquisitions are not material to the Company's net sales, results of operations, or total assets during any period presented. Accordingly, the Company's consolidated results of operations do not differ materially from historical performance as a result of the acquisitions, and pro forma results for prior periods are not presented.

Note 5 – Financial Instruments

The Company operates globally with manufacturing and sales facilities around the world. Due to the Company’s global operations, the Company engages in activities involving both financial and market risks. The Company utilizes normal operating and financing activities, along with derivative financial instruments, to minimize these risks. See Note 12 in the Notes to Consolidated Financial Statements in the 2023 Form 10-K for further details regarding the Company's financial instruments and hedging policies.

The following table summarizes the notional values of the Company's derivative instruments as of September 28, 2024, December 31, 2023, and September 30, 2023:


(in millions)	Notional Value
Instruments	September 28, 2024		December 31, 2023		September 30, 2023
Cross-currency swaps	$	300.0	$	250.0	$	—
Commodity contracts (A)(C)	36.7		31.8		28.1
Foreign exchange contracts (B)(C)	575.2		694.6		625.6

(A) Commodity contracts outstanding as of September 28, 2024 mature through 2026.

(B) Forward contracts outstanding as of September 28, 2024 mature through 2026 and mainly relate to the Euro, Australian dollar, Norwegian krone and Mexican peso.

(C) The amount of gain or loss that is expected to be reclassified from Accumulated other comprehensive loss to earnings in the next twelve months is immaterial.

As of September 28, 2024, December 31, 2023 and September 30, 2023, the fair values of the Company’s derivative instruments were:



(in millions)	Fair Value
Asset Derivatives	September 28, 2024		December 31, 2023		September 30, 2023
Derivatives Designated as Cash Flow Hedges
Foreign exchange contracts	$	1.0	$	4.1	$	13.8
Commodity contracts	2.1		0.9		0.4


Total	$	3.1	$	5.0	$	14.2






Other Hedging Activity
Foreign exchange contracts	$	—	$	0.2	$	0.4

Liability Derivatives
Derivatives Designated as Cash Flow Hedges
Foreign exchange contracts	$	8.6	$	6.1	$	3.3
Commodity contracts	0.1		0.8		1.5

Total	$	8.7	$	6.9	$	4.8










Derivatives Designated as Net Investment Hedges
Cross-currency swaps	$	7.2	$	5.0	$	—

Other Hedging Activity
Foreign exchange contracts	$	2.8	$	1.8	$	0.6

Table of Contents

BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

As of September 28, 2024, December 31, 2023 and September 30, 2023, asset derivatives are included within Prepaid expenses and other and Other long-term assets, and liability derivatives are included within Accrued expenses and Other long-term liabilities in the Condensed Consolidated Balance Sheets.

The effect of derivative instruments on the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 28, 2024 and September 30, 2023 is shown in the tables below.

The amount of gain (loss) on derivatives recognized in Accumulated other comprehensive loss was as follows:


(in millions)	Three Months Ended				Nine Months Ended
Derivatives Designated as Cash Flow Hedging Instruments	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023

Foreign exchange contracts	$	( 7.5 )	$	10.2	$	( 2.4 )	$	13.3
Commodity contracts	0.6		0.8		1.1		( 2.4 )
Total	$	( 6.9 )	$	11.0	$	( 1.3 )	$	10.9

Derivatives Designated as Net Investment Hedging Instruments
Cross-currency swaps	$	( 9.0 )	$	—	$	( 2.2 )	$	—

The amount of gain (loss) reclassified from Accumulated other comprehensive loss into earnings was as follows:


(in millions)		Three Months Ended				Nine Months Ended
Derivatives Designated as Cash Flow Hedging Instruments	Location of Gain (Loss)	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Interest-rate contracts	Interest expense	$	—	$	—	$	0.1	$	( 0.1 )
Foreign exchange contracts	Cost of sales	( 0.3 )		2.4		4.1		14.0
Commodity contracts	Cost of sales	( 0.2 )		( 1.1 )		( 1.2 )		( 2.2 )
Total		$	( 0.5 )	$	1.3	$	3.0	$	11.7

The amount of gain (loss) on derivatives recognized directly into earnings was as follows:


(in millions)		Three Months Ended				Nine Months Ended
Derivatives Designated as Fair Value Hedging Instruments	Location of Gain (Loss)	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Interest-rate contracts	Interest expense	$	—	$	0.1	$	—	$	0.4

Other Hedging Activity
Foreign exchange contracts	Cost of sales	$	( 2.3 )	$	1.6	$	1.2	$	( 0.6 )
Foreign exchange contracts	Other (expense) income, net	( 0.2 )		( 2.4 )		( 5.1 )		( 2.9 )
Total		$	( 2.5 )	$	( 0.8 )	$	( 3.9 )	$	( 3.5 )

Fair Value of Other Financial Instruments. The carrying values of the Company's short-term financial instruments, including cash and cash equivalents and accounts and notes receivable, approximate their fair values because of the short maturity of these instruments. As of September 28, 2024, December 31, 2023 and September 30, 2023, the fair value of the Company’s long-term debt, including current maturities, and short-term debt was approximately $ 2,462.8 million, $ 2,228.2 million and $ 2,102.3 million, respectively, and was determined using Level 1 and Level 2 inputs described in Note 6 to the Notes to Consolidated Financial Statements in the 2023 Form 10-K. The carrying value of long-term debt, including current maturities, and short-term debt was $ 2,602.3 million, $ 2,458.7 million and $ 2,460.5 million as of September 28, 2024, December 31, 2023 and September 30, 2023, respectively.

Table of Contents

BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 6 – Fair Value Measurements

The following table summarizes the Company's financial assets and liabilities measured at fair value on a recurring basis:


		Fair Value
(in millions)	Fair Value Level	September 28, 2024		December 31, 2023		September 30, 2023
Cash equivalents	1	$	12.1	$	0.4	$	0.3
Short-term investments in marketable securities	1	0.8		0.8		0.8
Restricted cash	1	16.8		11.1		11.1
Derivative assets	2	3.1		5.2		14.6
Derivative liabilities	2	18.7		13.7		5.4
Deferred compensation	1	1.3		1.5		1.3
Deferred compensation	2	18.4		16.1		16.5

Liabilities measured at net asset value		14.7		12.9		12.1

Note 7 – Commitments and Contingencies

Product Warranties

The following activity related to product warranty liabilities was recorded in Accrued expenses during the nine months ended September 28, 2024 and September 30, 2023:


(in millions)	September 28, 2024		September 30, 2023
Balance at beginning of period	$	157.6	$	146.7
Payments	( 78.0 )		( 65.5 )
Provisions/additions for contracts issued/sold	59.0		67.7
Aggregate changes for preexisting warranties	10.6		8.6
Foreign currency translation	—		( 0.3 )


Other	( 3.0 )		1.2
Balance at end of period	$	146.2	$	158.4

Extended Product Warranties

The following activity related to deferred revenue for extended product warranty contracts was recorded in Accrued expenses and Other long-term liabilities during the nine months ended September 28, 2024 and September 30, 2023:


(in millions)	September 28, 2024		September 30, 2023
Balance at beginning of period	$	127.2	$	112.5
Extended warranty contracts sold	34.5		34.1
Revenue recognized on existing extended warranty contracts	( 22.8 )		( 19.7 )
Foreign currency translation	( 0.2 )		—
Other	( 0.2 )		( 0.3 )
Balance at end of period	$	138.5	$	126.6

Table of Contents

BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 8 – Goodwill and Other Intangibles

Changes in the Company's goodwill during the nine months ended September 28, 2024 and September 30, 2023, by segment, are summarized below:


(in millions)	Propulsion		Engine P&A		Navico Group		Boat		Total
December 31, 2023	$	54.1	$	233.0	$	599.7	$	143.9	$	1,030.7
Acquisitions	—		—		—		28.2		28.2
Adjustments	( 0.1 )		—		1.9		( 1.0 )		0.8
September 28, 2024	$	54.0	$	233.0	$	601.6	$	171.1	$	1,059.7

December 31, 2022	$	14.0	$	232.8	$	595.8	$	125.0	$	967.6
Acquisitions	37.1		—		—		—		37.1
Adjustments	( 0.5 )		( 0.1 )		( 1.3 )		4.8		2.9
September 30, 2023	$	50.6	$	232.7	$	594.5	$	129.8	$	1,007.6

Adjustments in both periods include the effect of foreign currency translation on goodwill denominated in currencies other than the U.S. dollar. Adjustments during the nine months ended September 28, 2024 also include $1.6 million of purchase accounting adjustments from the 2023 Fliteboard and Freedom Boat Club acquisitions, primarily related to income taxes. Adjustments during the nine months ended September 30, 2023 also include $ 4.8 million of purchase accounting adjustments from the 2022 Freedom Boat Club acquisitions, a majority of which relate to boat fleet fair market value adjustments. There was no accumulated impairment loss on goodwill as of September 28, 2024, December 31, 2023 or September 30, 2023.

The Company's intangible assets, included within Other intangibles, net on the Condensed Consolidated Balance Sheets as of September 28, 2024, December 31, 2023, and September 30, 2023, are summarized by intangible asset type below:


	September 28, 2024				December 31, 2023				September 30, 2023
(in millions)	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Intangible assets:
Customer relationships	$	913.1	$	( 463.2 )	$	907.3	$	( 428.6 )	$	905.1	$	( 416.7 )
Trade names	311.8		—		311.5		—		322.2		—
Developed technology	167.6		( 32.8 )		167.5		( 24.3 )		166.4		( 21.3 )
Other	101.7		( 58.3 )		91.2		( 46.6 )		86.8		( 42.7 )
Total	$	1,494.2	$	( 554.3 )	$	1,477.5	$	( 499.5 )	$	1,480.5	$	( 480.7 )

Other intangible assets primarily consist of software, patents, and franchise agreements. Gross amounts and related accumulated amortization amounts include adjustments related to the impact of foreign currency translation. Aggregate amortization expense for intangibles was $ 18.2 million and $ 54.0 million for the three and nine months ended September 28, 2024, respectively. Aggregate amortization expense for intangibles was $ 17.0 million and $50.8 million for the three and nine months ended September 30, 2023, respectively.

The Company tests its intangible assets for impairment during the fourth quarter of each year, or whenever a change in events and circumstances (triggering event) occurs that indicates the fair value of intangible assets may be below their carrying values. The Company did not record any impairment charges during the nine months ended September 28, 2024. The Company recorded impairment charges of $ 3.0 million during the three months ended September 30, 2023, associated with the Company's decision to no longer go to market under the Garelick trade name. The Company did not record any other impairment charge during the nine months ended September 30, 2023.

Table of Contents

BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 9 – Segment Information

Information about the operations of Brunswick's reportable segments is set forth below:


	Net Sales								Operating Earnings (Loss)

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
(in millions)	Sep 28, 2024		Sep 30, 2023		Sep 28, 2024		Sep 30, 2023		Sep 28, 2024		Sep 30, 2023		Sep 28, 2024		Sep 30, 2023
Propulsion	$	485.9	$	718.2	$	1,622.1	$	2,173.1	$	50.1	$	129.2	$	218.5	$	391.4
Engine P&A	336.1		344.6		934.6		962.1		86.3		75.0		195.1		189.2
Navico Group	184.1		213.4		605.1		718.5		( 8.7 )		2.7		( 14.1 )		19.7
Boat	345.3		428.6		1,205.2		1,564.6		( 0.1 )		20.3		54.1		131.3
Corporate/Other	—		—		—		—		( 29.2 )		( 31.1 )		( 86.3 )		( 105.0 )
Segment Eliminations	( 78.1 )		( 111.2 )		( 284.8 )		( 378.8 )		—		—		—		—
Total	$	1,273.3	$	1,593.6	$	4,082.2	$	5,039.5	$	98.4	$	196.1	$	367.3	$	626.6


	Total Assets
(in millions)	Sep 28, 2024		Dec 31, 2023		Sep 30, 2023
Propulsion	$	1,654.5	$	1,648.7	$	1,654.3
Engine P&A	849.3		855.6		857.2
Navico Group	1,999.8		2,074.3		2,106.4
Boat	917.5		874.8		867.6
Corporate/Other	602.4		777.1		615.4
Total	$	6,023.5	$	6,230.5	$	6,100.9

Note 10 – Comprehensive Income

Accumulated other comprehensive loss in the Condensed Consolidated Balance Sheets includes foreign currency cumulative translation adjustments; prior service costs and credits and net actuarial gains and losses for defined benefit plans; and unrealized derivative gains and losses, all net of tax. Changes in the components of Accumulated other comprehensive loss, all net of tax, for the three and nine months ended September 28, 2024 and September 30, 2023 are as follows:


	Three Months Ended				Nine Months Ended
(in millions)	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Net earnings	$	44.6	$	112.5	$	212.6	$	359.5
Other comprehensive income (loss):
Foreign currency cumulative translation adjustments	26.6		( 20.7 )		3.4		( 12.2 )
Net change in unamortized prior service credits	( 0.1 )		—		( 0.4 )		—
Net change in unamortized actuarial gains (losses)	( 0.2 )		0.1		( 0.5 )		0.3

Net change in unrealized derivative gains (losses)	( 11.4 )		7.3		( 4.5 )		( 0.7 )
Total other comprehensive income (loss)	14.9		( 13.3 )		( 2.0 )		( 12.6 )
Comprehensive income	$	59.5	$	99.2	$	210.6	$	346.9

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BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table presents the changes in Accumulated other comprehensive loss by component, all net of tax, for the three months ended September 28, 2024:


(in millions)	Foreign currency translation		Prior service credits		Net actuarial gains		Unrealized investment gains		Net derivative gains		Total
Beginning balance	$	( 72.7 )	$	( 7.7 )	$	7.6	$	0.2	$	30.0	$	( 42.6 )
Other comprehensive income (loss) before reclassifications (A)	26.6		—		—		—		( 11.7 )		14.9
Amounts reclassified from Accumulated other comprehensive loss (B)(C)	—		( 0.1 )		( 0.2 )		—		0.3		—
Net other comprehensive income (loss)	26.6		( 0.1 )		( 0.2 )		—		( 11.4 )		14.9
Ending balance	$	( 46.1 )	$	( 7.8 )	$	7.4	$	0.2	$	18.6	$	( 27.7 )

(A) The tax effects for the three months ended September 28, 2024 were $( 3.3 ) million for foreign currency translation and $ 4.2 million for derivatives.

(B) The tax effects for the three months ended September 28, 2024 were $( 0.2 ) million for derivatives.

(C) The reclassification adjustments from Accumulated other comprehensive loss and associated tax effects related to defined benefit items were not material for the three months ended September 28, 2024. Refer to Note 5 – Financial Instruments for the reclassification adjustments from Accumulated other comprehensive loss related to derivatives.

The following table presents the changes in Accumulated other comprehensive loss by component, all net of tax, for the nine months ended September 28, 2024:


(in millions)	Foreign currency translation		Prior service credits		Net actuarial gains		Unrealized investment gains		Net derivative gains		Total
Beginning balance	$	( 49.5 )	$	( 7.4 )	$	7.9	$	0.2	$	23.1	$	( 25.7 )
Other comprehensive income (loss) before reclassifications (A)	3.4		—		—		—		( 2.4 )		1.0
Amounts reclassified from Accumulated other comprehensive loss (B)(C)	—		( 0.4 )		( 0.5 )		—		( 2.1 )		( 3.0 )
Net other comprehensive income (loss)	3.4		( 0.4 )		( 0.5 )		—		( 4.5 )		( 2.0 )
Ending balance	$	( 46.1 )	$	( 7.8 )	$	7.4	$	0.2	$	18.6	$	( 27.7 )

(A) The tax effects for the nine months ended September 28, 2024 were $1.0 million for foreign currency translation and $1.1 million for derivatives.

(B) The tax effects for the nine months ended September 28, 2024 were $0.9 million for derivatives.

(C) The reclassification adjustments from Accumulated other comprehensive loss and associated tax effects related to defined benefit items were not material for the nine months ended September 28, 2024. Refer to Note 5 – Financial Instruments for the reclassification adjustments from Accumulated other comprehensive loss related to derivatives.

The following table presents the changes in Accumulated other comprehensive loss by component, all net of tax, for the three months ended September 30, 2023:


(in millions)	Foreign currency translation		Prior service credits		Net actuarial gains		Unrealized investment gains		Net derivative gains		Total
Beginning balance	$	( 62.8 )	$	( 4.1 )	$	9.9	$	0.2	$	28.0	$	( 28.8 )
Other comprehensive (loss) income before reclassifications (A)	( 20.7 )		—		—		—		8.1		( 12.6 )
Amounts reclassified from Accumulated other comprehensive loss (B)(C)	—		—		0.1		—		( 0.8 )		( 0.7 )
Net other comprehensive (loss) income	( 20.7 )		—		0.1		—		7.3		( 13.3 )
Ending balance	$	( 83.5 )	$	( 4.1 )	$	10.0	$	0.2	$	35.3	$	( 42.1 )

(A) The tax effects for the three months ended September 30, 2023 were $ 1.1 million for foreign currency translation and $( 2.9 ) million for derivatives.

(B) The tax effects for the three months ended September 30, 2023 were $ 0.5 million for derivatives.

(C) The reclassification adjustments from Accumulated other comprehensive loss and associated tax effects related to defined benefit items were not material for the three months ended September 30, 2023 . Refer to Note 5 – Financial Instruments for the reclassification adjustments from Accumulated other comprehensive loss related to derivatives.

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BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table presents the changes in Accumulated other comprehensive loss by component, all net of tax, for the nine months ended September 30, 2023:


(in millions)	Foreign currency translation		Prior service credits		Net actuarial gains		Unrealized investment gains		Net derivative gains		Total
Beginning balance	$	( 71.3 )	$	( 4.1 )	$	9.7	$	0.2	$	36.0	$	( 29.5 )
Other comprehensive (loss) income before reclassifications (A)	( 12.2 )		—		—		—		7.6		( 4.6 )
Amounts reclassified from Accumulated other comprehensive loss (B)(C)	—		—		0.3		—		( 8.3 )		( 8.0 )
Net other comprehensive (loss) income	( 12.2 )		—		0.3		—		( 0.7 )		( 12.6 )
Ending balance	$	( 83.5 )	$	( 4.1 )	$	10.0	$	0.2	$	35.3	$	( 42.1 )

(A) The tax effects for the nine months ended September 30, 2023 were $ 0.6 million for foreign currency translation and $( 3.3 ) million for derivatives.

(B) The tax effects for the nine months ended September 30, 2023 were $ 3.4 million for derivatives.

(C) The reclassification adjustments from Accumulated other comprehensive loss and associated tax effects related to defined benefit items were not material for the nine months ended September 30, 2023. Refer to Note 5 – Financial Instruments for the reclassification adjustments from Accumulated other comprehensive loss related to derivatives.

Note 11 – Income Taxes

Th e effective tax rate for the three months ended September 28, 2024 and September 30, 2023 was 32.3 percent and 28.9 percent, respectively. The effective tax rate for the three months ended September 28, 2024 was higher than the same period in the prior year, primarily due to the discrete income tax expense recorded associated with an increase in the state valuation allowance.

The effective tax rate for the nine months ended September 28, 2024 and September 30, 2023 was 23.8 percent and 33.4 percent, respectively. The effective tax rate for the nine months ended September 28, 2024 was lower than the same period in the prior year, primarily due to the prior year intercompany sale of certain intellectual property rights from one of our affiliates in Norway to the United States, partially offset by the discrete income tax expense recorded associated with an increase in the state valuation allowance.

The Company has evaluated the effects of the Global Anti-Base Erosion Model Rules set forth by the Organization for Economic Co-operation and Development (OECD), referred to as “Pillar Two”, which establishes a global minimum corporate tax rate of 15 percent. The Company has determined that Pillar Two legislation has been enacted in one or more of the jurisdictions in which we operate and the Company is within the scope of the legislation. The Company assessed such enacted legislation, and, as applicable, the transitional safe harbor provisions of Pillar Two, and concluded that the tax effects are not material to the financial statements.

The Company is regularly audited by federal, state and foreign tax authorities. The Internal Revenue Service (IRS) has completed its field examination and has issued its Revenue Agents Report through the 2014 tax year and all open issues have been resolved. The Company is currently open to tax examinations by the IRS for the 2020 through 2022 tax years. The Company is open to state and local tax audits in major tax jurisdictions dating back to the 2017 taxable year. The Company is no longer subject to income tax examinations by any major foreign tax jurisdiction for years prior to 2016.

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BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 12 – Debt

The following table provides the changes in the Company's debt for the nine months ended September 28, 2024:


(in millions)	Short-term debt and current maturities of long-term debt		Long-term debt		Total
Balance as of December 31, 2023	$	454.7	$	1,975.7	$	2,430.4
Proceeds from issuances of debt (A) (B)	200.8		396.9		597.7
Repayments of debt (C)	( 459.3 )		—		( 459.3 )
Reclassification of long-term debt	1.9		( 1.9 )		—
Other	1.1		2.0		3.1
Balance as of September 28, 2024	$	199.2	$	2,372.7	$	2,571.9

(A) During the third quarter of 2024, the Company had short-term borrowings under its unsecured commercial paper program of $ 195.0 million.

(B) During the first quarter of 2024, $ 400.0 million of 5.850% Senior Notes due 2029 were issued.

(C) During the third quarter of 2024, the Company made the remaining principal repayments, totaling $450.0 million, of its 0.850% Senior Notes due 2024.

As of September 28, 2024, Brunswick was in compliance with the financial covenants associated with its debt.

2024 Notes

During the third quarter of 2024, the Company made the remaining principal repayments, totaling $450.0 million, of its 0.850% Senior Notes due 2024. The 2024 Notes were repaid at 100 percent of the principal amount plus accrued interest in accordance with the provisions of the notes.

2029 Notes

In March 2024, the Company issued an aggregate principal amount of $ 400.0 million of 5.850% Senior Notes due 2029 (the 2029 Notes) in a public offering, which resulted in aggregate net proceeds to the Company of $ 396.9 million. The Company intends to use the net proceeds from the sale of the 2029 Notes for general corporate purposes, which may include the repayment, repurchase or redemption of certain of its outstanding securities.

The 2029 Notes bear interest at a rate of 5.850% per year. Interest on the 2029 Notes is payable semiannually in arrears on March 18 and September 18 of each year, and the first interest payment date was September 18, 2024. The 2029 Notes will mature on March 18, 2029.

The Company may, at its option, redeem the 2029 Notes, in whole or in part, at any time and from time to time prior to maturity. If the Company elects to redeem any (or all) of the 2029 Notes at any time prior to February 18, 2029 (the date that is one month prior to the maturity of the 2029 Notes), it will pay a "make-whole" redemption price set forth in the Sixth Supplemental Indenture dated as of March 18, 2024 (Sixth Supplemental Indenture) to the Indenture dated as of October 3, 2018. On or after February 18, 2029, the Company may, at its option, redeem the 2029 Notes, in whole or in part at any time and from time to time, at a redemption price equal to 100% of the principal amount thereof. In addition to the redemption price, the Company will pay accrued and unpaid interest, if any.

If the Company experiences a change of control triggering event with respect to the 2029 Notes, as defined in the Sixth Supplemental Indenture, each holder of the 2029 Notes may require the Company to repurchase some or all of its 2029 Notes at a price equal to 101% of their principal amount, plus accrued and unpaid interest.

Debentures

During the third quarter of 2023, the Company made the remaining principal repayments, totaling $ 79.7 million, of its 7.375% debentures due 2023. The debentures were repaid at 100 percent of the principal amount plus accrued interest in accordance with the provisions of the debentures.

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BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

Credit Facility

The Company maintains a Revolving Credit Agreement (Credit Facility). During the nine months ended September 28, 2024 and September 30, 2023, there were no borrowings under the Credit Facility. As of September 28, 2024, available borrowing capacity totaled $ 747.0 million, net of $ 3.0 million of letters of credit outstanding under the Credit Facility. As of September 30, 2023, available borrowing capacity totaled $ 741.9 million, net of $ 8.1 million of letters of credit outstanding under the Credit Facility. Refer to Note 14 in the Notes to Consolidated Financial Statements in the 2023 Form 10-K for details regarding Brunswick's Credit Facility.

Commercial Paper

The Company maintains an unsecured commercial paper program (CP Program) pursuant to which the Company may issue short-term, unsecured commercial paper notes (CP Notes). During the nine months ended September 28, 2024, borrowings under the CP Program totaled $ 720.0 million. As of September 28, 2024, the Company had $ 195.0 million of borrowings outstanding under the CP Program. During the nine months ended September 28, 2024, the maximum amount utilized under the CP Program was $ 245.0 million. During the nine months ended September 30, 2023, borrowings under the CP Program totaled $ 410.0 million, all of which were repaid during the period. During the nine months ended September 30, 2023, the maximum amount utilized under the CP Program was $ 125.0 million. Refer to Note 14 in the Notes to Consolidated Financial Statements in the 2023 Form 10-K for details regarding Brunswick's CP Program.

Refer to Note 14 – Subsequent Events for a discussion of the Company's redemption of its 7.125% Notes due 2027 and amendment to its Credit Facility and CP Program.

Note 13 – Supplier Finance Program Obligations

Under our supplier finance program, the Company agrees to pay Bank of America (the Bank) the stated amount of confirmed invoices from our suppliers on the original invoice payment due date. Our suppliers may request payment from the Bank at a date earlier than the payment due date stated on the original invoice in exchange for a fee in the form of a discounted invoice amount. Brunswick or the Bank may terminate the agreement upon at least 90 days notice. The supplier invoices that have been confirmed as valid under the program require payment ranging from 60 to 120 days from the invoice date, consistent with the terms of the original invoice. The Company does not pay the Bank any service fees or subscription fees under the program. In addition, the Company does not pledge any assets as security or provide other forms of guarantees for the committed payment to the Bank. As of September 28, 2024, December 31, 2023, and September 30, 2023, the Company had $ 7.2 million, $ 11.6 million and $ 13.9 million confirmed invoices under the supplier finance program, respectively, which were included in Accounts payable on the Condensed Consolidated Balance Sheets.

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BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 14 –Subsequent Events

Credit Facility

On October 11, 2024 (the Closing Date), the Company amended its Credit Facility with certain wholly-owned subsidiaries of the Company as subsidiary borrowers and lenders as parties, and JPMorgan Chase Bank, N.A. as administrative agent. This amends and restates the Credit Facility, dated as of March 21, 2011, as amended and restated through March 31, 2022. The amended Credit Facility increased the revolving commitments to $ 1.0 billion, with capacity to add up to $ 250.0 million of additional revolving commitments, and amended the Credit Facility in certain respects, including, among other things, extending the maturity date to October 11, 2029, with up to two one-year extensions available.

On the Closing Date, the Company also increased the size of its CP Program to permit the issuance of CP Notes in an aggregate principal amount not to exceed $ 1.0 billion at any time outstanding. Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time. At any point in time, the Company intends to maintain available commitments under the Credit Facility in an amount at least equal to the amount of CP Notes outstanding. The net proceeds of issuances of the CP Notes are expected to be used for general corporate purposes.

2027 Notes

On October 21, 2024, the Company issued an irrevocable notice of redemption to the holders of its 7.125% Notes due 2027 (2027 Notes). The 2027 Notes will be redeemed on November 20, 2024 at a redemption price equal to 100% of the outstanding principal amount of $ 160.7 million plus accrued interest of $ 3.5 million and a make-whole redemption premium of $ 12.5 million in accordance with the redemption provision of the 2027 Notes. The Company expects to finance the retirement of the 2027 Notes using commercial paper borrowings.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Certain statements in Management's Discussion and Analysis of Financial Condition and Results of Operations of Brunswick Corporation (the Company, we, us, our) are forward-looking statements. Forward-looking statements are based on current expectations, estimates, and projections about our business and by their nature address matters that are, to different degrees, uncertain. Actual results may differ materially from expectations and projections as of the date of this filing due to various risks and uncertainties. For additional information regarding forward-looking statements, refer to Forward-Looking Statements below.

Certain statements in Management's Discussion and Analysis are based on non-GAAP financial measures. GAAP refers to generally accepted accounting principles in the United States. A "non-GAAP financial measure" is a numerical measure of a registrant’s historical or future financial performance, financial position or cash flows that excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the most directly comparable measure calculated and presented in accordance with GAAP in the consolidated statements of operations, balance sheets or statements of cash flows of the issuer; or includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the most directly comparable measure so calculated and presented. For example, the discussion of our cash flows includes an analysis of free cash flows and total liquidity; the discussion of our net sales includes net sales on a constant currency basis; the discussion of our net sales includes net sales excluding acquisitions; and the discussion of our earnings includes a presentation of operating earnings and operating margin excluding restructuring, exit and impairment charges, purchase accounting amortization, acquisition, integration, and IT related costs, IT security incident costs and other applicable charges and of diluted earnings per common share, as adjusted. Non-GAAP financial measures do not include operating and statistical measures.

We include non-GAAP financial measures in Management's Discussion and Analysis as management believes these measures and the information they provide are useful to investors because they permit investors to view our performance using the same tools that management uses to evaluate our ongoing business performance. In order to better align our reported results with the internal metrics management uses to evaluate business performance as well as to provide better comparisons to prior periods and peer data, non-GAAP measures exclude the impact of purchase accounting amortization related to acquisitions, among other adjustments.

We do not provide forward-looking guidance for certain financial measures on a GAAP basis because we are unable to predict certain items contained in the GAAP measures without unreasonable efforts. These items may include restructuring, exit and impairment costs, special tax items, acquisition-related costs, and certain other unusual adjustments.

Acquisitions

On September 12, 2024, we acquired additional Freedom Boat Club franchise operations and territories in Southeast Florida for net cash consideration of $31.2 million. Refer to Note 4 – Acquisitions in the Notes to Condensed Consolidated Financial Statements for further information.

During the fourth quarter of 2023, we acquired additional Freedom Boat Club franchise operations and territory rights as well as certain marine assets in the Southeast United States for net cash consideration of $16.0 million. On September 1, 2023, the Company acquired all of the issued and outstanding shares of Fliteboard for $88.3 million net cash consideration. Refer to Note 4 – Acquisitions in the Notes to Condensed Consolidated Financial Statements for further information.

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Overview

Net sales decreased 20 percent during the third quarter of 2024 when compared with the third quarter of 2023, as the impact of continued lower wholesale ordering by dealers and OEMs, combined with higher discounts in certain business segments, was only partially offset by annual price increases and benefits from well-received new products. As anticipated, our Propulsion segment delivered lower sales and operating earnings versus the third quarter of 2023, but we continue to outpace the market at retail and have gained 420 basis points of U.S. outboard engine share in the quarter. Our Engine Parts and Accessories (Engine P&A) segment had another strong quarter, with record operating margins of 26%, and with both the Products and Distribution businesses contributing to margin expansion, despite slightly lower sales. The completed transition of engines parts and accessories distribution to our new, state-of-the-art facility in Brownsburg, Indiana continues to provide efficiency and delivery time benefits, enabling modest international sales growth versus the prior year quarter. As anticipated, our Navico Group segment had lower sales and operating earnings versus the third quarter of 2023 due to continued soft marine OEM order rates and retailers delaying aftermarket orders until closer to the holiday selling season, which was partially offset by slightly higher sales in the Europe, Middle East and Africa region. Our Boat segment had sales and operating earnings below the third quarter of 2023, consistent with lower planned production levels and fewer manufacturing days due to the extended summer shutdowns. Our international net sales decreased 13 percent and 12 percent in the third quarter on a GAAP and constant currency basis, respectively.

Net sales decreased 19 percent during the nine months ended September 28, 2024, when compared with the prior year, due to the same factors described above. Our international net sales decreased 13 percent in the nine months ended September 28, 2024 on a GAAP and constant currency basis.

Operating earnings in the third quarter of 2024 were $98.4 million and $125.9 million on a GAAP and As Adjusted basis, respectively. This compares to operating earnings during the third quarter of 2023 of $196.1 million and $230.1 million on a GAAP and As Adjusted basis, respectively.

Operating earnings in the nine months ended September 28, 2024 were $367.3 million and $448.2 million on a GAAP and As Adjusted basis, respectively. This compares to operating earnings during the nine months ended September 30, 2023 of $626.6 million and $727.4 million on a GAAP and As Adjusted basis, respectively.

Matters Affecting Comparability

Changes in Foreign Currency Rates. Percentage changes in net sales expressed in constant currency reflect the impact that changes in currency exchange rates had on comparisons of net sales. To determine this information, net sales transacted in currencies other than the U.S. dollar have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative period. The percentage change in net sales expressed on a constant currency basis better reflects the changes in the underlying business trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations. Approximately 26 percent of our annual net sales are transacted in a currency other than the U.S. dollar. Our most material exposures include sales in Euros, Canadian dollars, Australian dollars, and Brazilian real.

The table below summarizes the impact of changes in currency exchange rates and also the impact of acquisitions on our net sales:


	Three Months Ended										Nine Months Ended
	Net Sales				2024 vs. 2023						Net Sales				2024 vs. 2023
(in millions)	Sep 28, 2024		Sep 30, 2023		GAAP		Currency Impact		Acquisition Impact		Sep 28, 2024		Sep 30, 2023		GAAP		Currency Impact		Acquisition Impact
Propulsion	$	485.9	$	718.2	(32.3)	%	(0.3)	%	1.5	%	$	1,622.1	$	2,173.1	(25.4)	%	(0.3)	%	1.5	%
Engine P&A	336.1		344.6		(2.5)	%	(0.1)	%	—	%	934.6		962.1		(2.9)	%	(0.2)	%	—	%
Navico Group	184.1		213.4		(13.7)	%	0.4	%	—	%	605.1		718.5		(15.8)	%	—	%	—	%
Boat	345.3		428.6		(19.4)	%	—	%	0.8	%	1,205.2		1,564.6		(23.0)	%	—	%	0.5	%
Segment Eliminations	(78.1)		(111.2)		(29.8)	%	—	%	—	%	(284.8)		(378.8)		(24.8)	%	—	%	—	%
Total	$	1,273.3	$	1,593.6	(20.1)	%	(0.1)	%	0.9	%	$	4,082.2	$	5,039.5	(19.0)	%	(0.1)	%	0.8	%

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Results of Operations

Consolidated

The following table sets forth certain amounts, ratios and relationships calculated from the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended:


	Three Months Ended						2024 vs. 2023			Nine Months Ended						2024 vs. 2023
(in millions, except per share data)	Sep 28, 2024			Sep 30, 2023			$ Change		% Change	Sep 28, 2024			Sep 30, 2023			$ Change		% Change
Net sales	$	1,273.3		$	1,593.6		$	(320.3)	(20.1)%	$	4,082.2		$	5,039.5		$	(957.3)	(19.0)%
Gross margin (A)	333.0			444.7			(111.7)		(25.1)%	1,097.6			1,422.6			(325.0)		(22.8)%
Restructuring, exit and impairment charges	12.2			16.3			(4.1)		(25.2)%	33.6			39.7			(6.1)		(15.4)%
Operating earnings	98.4			196.1			(97.7)		(49.8)%	367.3			626.6			(259.3)		(41.4)%
Net earnings from continuing operations	47.3			113.9			(66.6)		(58.5)%	220.5			361.6			(141.1)		(39.0)%

Diluted earnings per common share from continuing operations	$	0.71		$	1.63		$	(0.92)	(56.4)%	$	3.26		$	5.10		$	(1.84)	(36.1)%

Expressed as a percentage of Net sales:
Gross margin (A)	26.2		%	27.9		%			(170) bps	26.9		%	28.2		%			(130) bps
Selling, general and administrative expense	14.2		%	11.7		%			250 bps	13.9		%	12.2		%			170 bps
Research and development expense	3.3		%	2.8		%			50 bps	3.2		%	2.8		%			40 bps
Restructuring, exit and impairment charges	1.0		%	1.0		%			NM	0.8		%	0.8		%			NM
Operating margin	7.7		%	12.3		%			(460) bps	9.0		%	12.4		%			(340) bps

NM = not meaningful

bps = basis points

(A) Gross margin is defined as Net sales less Cost of sales as presented in the Condensed Consolidated Statements of Comprehensive Income.

The following is a reconciliation of our non-GAAP measures, adjusted operating earnings and adjusted diluted earnings per common share from continuing operations for the three and nine months ended September 28, 2024 when compared with the same prior year comparative period:


	Three Months Ended										Nine Months Ended
	Operating Earnings						Diluted Earnings Per Share				Operating Earnings						Diluted Earnings Per Share
(in millions, except per share data)	Sep 28, 2024			Sep 30, 2023			Sep 28, 2024		Sep 30, 2023		Sep 28, 2024			Sep 30, 2023			Sep 28, 2024		Sep 30, 2023
GAAP	$	98.4		$	196.1		$	0.71	$	1.63	$	367.3		$	626.6		$	3.26	$	5.10
Restructuring, exit and impairment charges	12.2			16.3			0.13		0.18		33.6			39.7			0.37		0.44
Purchase accounting amortization	14.5			14.1			0.17		0.17		43.8			42.4			0.49		0.48
Acquisition, integration, and IT related costs	0.9			1.5			0.01		0.02		3.3			8.5			0.04		0.09
IT security incident costs (A)	(0.1)			2.1			—		0.03		0.2			10.2			—		0.11
Special tax items (B)	—			—			0.14		0.17		—			—			0.14		0.90
Release of dissolved entity foreign currency translation	—			—			0.01		—		—			—			0.01		—
TN-BC Holdings LLC joint venture impairment	—			—			—		0.22		—			—			—		0.21
As Adjusted	$	125.9		$	230.1		$	1.17	$	2.42	$	448.2		$	727.4		$	4.31	$	7.33

GAAP operating margin	7.7		%	12.3		%					9.0		%	12.4		%
Adjusted operating margin	9.9		%	14.4		%					11.0		%	14.4		%

(A) We incurred non-recurring costs related to the 2023 IT security incident during the nine months ended September 28, 2024 as well as during the three and nine months ended September 30, 2023.

(B) Special tax items during the three and nine months ended September 28, 2024 relate to the discrete income tax expense recorded associated with an increase in the state valuation allowance during the third quarter of 2024.

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Net sales decreased 20 percent during the third quarter and 19 percent during the nine months ended September 28, 2024 when compared with the same prior year periods. The components of the consolidated net sales change were as follows:


	Percent change in net sales compared to the prior comparative period
	September 28, 2024
	Three Months Ended		Nine Months Ended
Volume	(22.5)	%	(22.9)	%
Product Mix and Price	1.6	%	3.2	%
Currency	(0.1)	%	(0.1)	%
Acquisitions	0.9	%	0.8	%
	(20.1)	%	(19.0)	%

Gross margin decreased 170 basis points in the third quarter of 2024 when compared to the same prior year period, driven by sales-related drivers (200 bps), lower absorption from decreased production levels (100 bps), depreciation (10 bps) and foreign currency exchange-rate fluctuations (10 bps), partially offset by favorable material and labor costs (130 bps) and acquisitions (20 bps).

Gross margin decreased 130 basis points in the nine months ended September 28, 2024 when compared to the same prior year period, driven by lower absorption from decreased production levels (100 bps), sales-related drivers (60 bps), depreciation (10 bps) and foreign currency exchange-rate fluctuations (10 bps), partially offset by favorable material and labor costs (30 bps) and acquisitions (20 bps).

Selling, general and administrative expense as a percentage of net sales increased 250 basis points during the third quarter of 2024 when compared with the same prior year period, due to lower sales (300 bps), partially offset by cost control measures across the enterprise, including lower employee compensation costs associated with headcount reductions and lower variable compensation (50 bps). Research and development expense decreased in the third quarter of 2024 versus the same period in 2023.

Selling, general and administrative expense as a percentage of net sales increased 170 basis points during the nine months ended September 28, 2024 when compared with the same prior year period, due to lower sales (290 bps), partially offset by cost control measures across the enterprise, including lower employee compensation costs associated with headcount reductions and lower variable compensation (120 bps). Research and development expense decreased during the nine months ended September 28, 2024 versus the same period in 2023.

We recorded Restructuring, exit and impairment charges of $12.2 million and $33.6 million during the three and nine months ended September 28, 2024, respectively. We recorded Restructuring, exit and impairment charges of $16.3 million and $39.7 million during the three and nine months ended September 30, 2023, respectively. We estimate the 2024 actions to date will result in approximately $20.0 million of annualized cost savings. Refer to Note 3 – Restructuring, Exit and Impairment Activities in the Notes to Condensed Consolidated Financial Statements for further information.

We recorded Equity earnings of $1.6 million and $7.0 million in the three and nine months ended September 28, 2024, respectively, which were primarily related to our marine and technology-related joint ventures. This compares with Equity losses of $(17.3) million and $(12.9) million in the three and nine months ended September 30, 2023, respectively, which were primarily related to the impairment charge taken related to our investment in TN-BC Holdings LLC.

We recognized $(1.1) million and $(1.9) million of Other (expense) income, net in the three and nine months ended September 28, 2024, respectively. This compares with $6.0 million and $6.9 million of Other (expense) income, net in the three and nine months ended September 30, 2023, respectively. Other (expense) income, net primarily includes remeasurement gains and losses resulting from changes in foreign currency rates and other postretirement benefit costs.

N et interest expense increased for the three and nine months ended September 28, 2024 when compared with the same prior year period due to an increase in average daily debt outstanding, which was influenced by the timing of debt issuances. Refer to Note 12 – Debt in the Notes to Condensed Consolidated Financial Statements and Note 14 – Debt in the Notes to Consolidated Financial Statements in the 2023 Form 10-K.

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We recognized an Income tax provision for the three and nine months ended September 28, 2024 of $22.6 million and $68.9 million, respectively, compared to $46.2 million and $181.5 million for the three and nine months ended September 30, 2023, respectively. The decrease in the Income tax provision for the three months ended September 28, 2024 is primarily due to lower pretax income. The decrease in the Income tax provision for the nine months ended September 28, 2024 is primarily due to the prior year intercompany sale of certain intellectual property rights and lower pretax income. We have also evaluated the effects of Pillar Two legislation and concluded that the tax effects are not material to the financial statements. Refer to Note 11 – Income Taxes in the Notes to Condensed Consolidated Financial Statements for further information.

The effective tax rate, which is calculated as the Income tax provision as a percentage of Earnings before income taxes, was 32.3 percent and 23.8 percent for the three and nine months ended September 28, 2024, respectively. The effective tax rate for the three and nine months ended September 30, 2023 was 28.9 percent and 33.4 percent, respectively.

Due to the factors described in the preceding paragraphs, Operating earnings, Net earnings from continuing operations, and Diluted earnings per common share from continuing operations decreased during both the three and nine months ended September 28, 2024 when compared with the same prior year period.

Propulsion Segment

The following table sets forth Propulsion segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the three and nine months ended:


	Three Months Ended						2024 vs. 2023			Nine Months Ended						2024 vs. 2023
(in millions)	Sep 28, 2024			Sep 30, 2023			$ Change		% Change	Sep 28, 2024			Sep 30, 2023			$ Change		% Change
Net sales	$	485.9		$	718.2		$	(232.3)	(32.3)%	$	1,622.1		$	2,173.1		$	(551.0)	(25.4)%

GAAP operating earnings	$	50.1		$	129.2		$	(79.1)	(61.2)%	$	218.5		$	391.4		$	(172.9)	(44.2)%
Restructuring, exit and impairment charges	2.9			2.7			0.2		7.4%	8.9			2.7			6.2		NM
Purchase accounting amortization	0.3			—			0.3		NM	1.2			—			1.2		NM
Acquisition, integration, and IT related costs	0.3			0.8			(0.5)		(62.5)%	1.2			0.8			0.4		50.0%
IT security incident costs	—			—			—		NM	—			3.4			(3.4)		NM
Adjusted operating earnings	$	53.6		$	132.7		$	(79.1)	(59.6)%	$	229.8		$	398.3		$	(168.5)	(42.3)%

GAAP operating margin	10.3		%	18.0		%			(770) bps	13.5		%	18.0		%			(450) bps
Adjusted operating margin	11.0		%	18.5		%			(750) bps	14.2		%	18.3		%			(410) bps

NM = not meaningful

bps = basis points

Propulsion segment's net sales decreased in the third quarter of 2024 compared to the third quarter of 2023, due to lower production rates at OEM boat manufacturers resulting in lower engine orders in the quarter, partially offset by market share gains.

Propulsion segment's net sales decreased in the nine months ended September 28, 2024 versus prior year due to the same factors described above.

The components of the Propulsion segment's net sales change were as follows:


	Percent change in net sales compared to the prior comparative period
	September 28, 2024
	Three Months Ended		Nine Months Ended
Volume	(31.6)	%	(30.1)	%
Product Mix and Price	(1.9)	%	3.5	%
Currency	(0.3)	%	(0.3)	%
Acquisitions	1.5	%	1.5	%
	(32.3)	%	(25.4)	%

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International sales were 37 percent of the Propulsion segment's net sales in the third quarter of 2024 and decreased 19 percent from the prior year on a GAAP basis. On a constant currency basis, international sales decreased 18 percent.

International sales were 36 percent of the Propulsion segment's net sales in the nine months ended September 28, 2024 and decreased 14 percent year over year on a GAAP basis. On a constant currency basis, international sales decreased 13 percent.

Propulsion segment's operating earnings in the third quarter of 2024 decreased when compared to the third quarter of 2023, primarily due to the impact of lower net sales and lower absorption from declines in production, partially offset by cost control measures.

Operating earnings for the nine months ended September 28, 2024 decreased versus prior year as result of the same factors described above.

Engine P&A Segment

The following table sets forth Engine P&A segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the three and nine months ended:


	Three Months Ended						2024 vs. 2023			Nine Months Ended						2024 vs. 2023
(in millions)	Sep 28, 2024			Sep 30, 2023			$ Change		% Change	Sep 28, 2024			Sep 30, 2023			$ Change		% Change
Net sales	$	336.1		$	344.6		$	(8.5)	(2.5)%	$	934.6		$	962.1		$	(27.5)	(2.9)%

GAAP operating earnings	$	86.3		$	75.0		$	11.3	15.1%	$	195.1		$	189.2		$	5.9	3.1%
Restructuring, exit and impairment charges	0.8			2.3			(1.5)		(65.2)%	4.3			3.3			1.0		30.3%
Acquisition, integration, and IT related costs	—			0.6			(0.6)		NM	—			0.6			(0.6)		NM
IT security incident costs	—			—			—		NM	—			0.5			(0.5)		NM
Adjusted operating earnings	$	87.1		$	77.9		$	9.2	11.8%	$	199.4		$	193.6		$	5.8	3.0%

GAAP operating margin	25.7		%	21.8		%			390 bps	20.9		%	19.7		%			120 bps
Adjusted operating margin	25.9		%	22.6		%			330 bps	21.3		%	20.1		%			120 bps

NM = not meaningful

bps = basis points

Engine P&A segment's net sales decreased in the third quarter of 2024 compared to the third quarter of 2023, due to slightly lower sales in our Product and Distribution businesses.

Engine P&A segment's net sales decreased in the nine months ended September 28, 2024 versus prior year as strong second quarter results only partially offset the lower sales in the first and third quarters of 2024.

The components of the Engine P&A segment's net sales change were as follows:


	Percent change in net sales compared to the prior comparative period
	September 28, 2024
	Three Months Ended		Nine Months Ended
Volume	(3.2)	%	(3.6)	%
Product Mix and Price	0.8	%	0.9	%

Currency	(0.1)	%	(0.2)	%
	(2.5)	%	(2.9)	%

International sales were 30 percent of the Engine P&A segment's net sales in the third quarter of 2024 and increased 4 percent from the prior year on a GAAP and constant currency basis.

International sales were 29 percent of the Engine P&A segment's net sales in the nine months ended September 28, 2024 and increased 2 percent from the prior year on a GAAP basis. On a constant currency basis, international sales increased 3 percent in the nine months ended September 28, 2024.

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Engine P&A segment's operating earnings in the third quarter of 2024 increased co mpared to the third quarter of 2023, resulting from the efficient performance of operations in Brownsburg, Indiana and cost control across the business.

Operating earnings for the nine months ended September 28, 2024 increased as a result of the same factors described above.

Navico Group Segment

The following table sets forth Navico Group segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the three and nine months ended:


	Three Months Ended						2024 vs. 2023			Nine Months Ended						2024 vs. 2023
(in millions)	Sep 28, 2024			Sep 30, 2023			$ Change		% Change	Sep 28, 2024			Sep 30, 2023			$ Change		% Change
Net sales	$	184.1		$	213.4		$	(29.3)	(13.7)%	$	605.1		$	718.5		$	(113.4)	(15.8)%

GAAP operating (loss) earnings	$	( 8.7 )		$	2.7		$	(11.4)	NM	$	( 14.1 )		$	19.7		$	(33.8)	NM
Restructuring, exit and impairment charges	4.5			5.0			(0.5)		(10.0)%	12.5			15.9			(3.4)		(21.4)%
Purchase accounting amortization	13.3			13.2			0.1		0.8%	39.7			39.7			—		NM
Acquisition, integration, and IT related costs	—			(0.8)			0.8		NM	1.7			0.7			1.0		NM
IT security incident costs	—			—			—		NM	—			0.5			(0.5)		NM
Adjusted operating earnings	$	9.1		$	20.1		$	(11.0)	(54.7)%	$	39.8		$	76.5		$	(36.7)	(48.0)%

GAAP operating margin	(4.7)		%	1.3		%			(600) bps	(2.3)		%	2.7		%			(500) bps
Adjusted operating margin	4.9		%	9.4		%			(450) bps	6.6		%	10.6		%			(400) bps

NM = not meaningful

bps = basis points

Navico Group segment's net sales decreased in the third quarter of 2024 compared to the third quarter of 2023, primarily driven by reduced sales to marine OEMs resulting from lower boat production levels to match retail ordering patterns, partially offset by slight international sales growth and strong new product momentum.

Navico Group segment's net sales decreased in the nine months ended September 28, 2024 versus prior year as a result of the same factors described above.

The components of the Navico Group segment's net sales change were as follows:


	Percent change in net sales compared to the prior comparative period
	September 28, 2024
	Three Months Ended		Nine Months Ended
Volume	(14.2)	%	(15.5)	%
Product Mix and Price	0.1	%	(0.3)	%

Currency	0.4	%	—	%
	(13.7)	%	(15.8)	%

International sales were 42 percent of the Navico Group segment's net sales in the third quarter of 2024 and increased 2 percent from the prior year on a GAAP basis. On a constant currency basis, international sales increased 1 percent.

International sales were 41 percent of the Navico Group segment's net sales in the nine months ended September 28, 2024 and decreased 4 percent year over year on a GAAP and constant currency basis.

Navico Group segment's operating earnings in the third quarter of 2024 decreased when compared to the third quarter of 2023, as the impact from lower sales was only partially offset by lower operating expenses.

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Operating earnings for the nine months ended September 28, 2024 decreased as a result of the same factors described above.

Boat Segment

The following table sets forth Boat segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the three and nine months ended:


	Three Months Ended						2024 vs. 2023			Nine Months Ended						2024 vs. 2023
(in millions)	Sep 28, 2024			Sep 30, 2023			$ Change		% Change	Sep 28, 2024			Sep 30, 2023			$ Change		% Change
Net sales	$	345.3		$	428.6		$	(83.3)	(19.4)%	$	1,205.2		$	1,564.6		$	(359.4)	(23.0)%

GAAP operating (loss) earnings	$	(0.1)		$	20.3		$	(20.4)	NM	$	54.1		$	131.3		$	(77.2)	(58.8)%
Restructuring, exit and impairment charges	2.9			5.1			(2.2)		(43.1)%	5.6			11.0			(5.4)		(49.1)%
Purchase accounting amortization	0.9			0.9			—		NM	2.9			2.7			0.2		7.4%
Acquisition, integration, and IT related costs	0.6			0.7			(0.1)		(14.3)%	0.4			4.8			(4.4)		(91.7)%
IT security incident costs	—			0.2			(0.2)		NM	—			1.0			(1.0)		NM


Adjusted operating earnings	$	4.3		$	27.2		$	(22.9)	(84.2)%	$	63.0		$	150.8		$	(87.8)	(58.2)%

GAAP operating margin	—		%	4.7		%			(470) bps	4.5		%	8.4		%			(390) bps
Adjusted operating margin	1.2		%	6.3		%			(510) bps	5.2		%	9.6		%			(440) bps

NM = not meaningful

bps = basis points

Boat segment's net sales decreased in the third quarter of 2024 compared to the third quarter of 2023 , resulting from lower wholesale orders, as its channel partners continued to order cautiously, along with higher incentives and discounting, partially offset by the favorable impact of modest model-year pricing.

Boat segment's net sale s decreased i n the nine months ended September 28, 2024 versus prior year du e to the same factors described above.

The components of the Boat segment's net sales change were as follows:


	Percent change in net sales compared to the prior comparative period
	September 28, 2024
	Three Months Ended		Nine Months Ended
Volume	(20.8)	%	(22.5)	%
Product Mix and Price	0.6	%	(1.0)	%

Acquisitions	0.8	%	0.5	%
	(19.4)	%	(23.0)	%

International sales were 16 percent of the Boat segment's net sales in the third quarter of 2024 and decreased 34 percent on a GAAP and constant currency basis versus the same periods in 2023.

International sales were 20 percent of the Boat segment's net sales in the nine months ended September 28, 2024 and decreased 32 percent year over year on a GAAP and constant currency basis.

Boat segment's operating earnings in the third quarter of 2024 decreased when compared to the third quarter of 2023, as the impact of the net sales declines and lower absorption from the reduced production was only partially offset by pricing and continued cost control.

Operating earnings in the nine months ended September 28, 2024 decreased due to the same factors above.

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Corporate/Other

The following table sets forth Corporate/Other results and a reconciliation to our non-GAAP measure of adjusted operating loss for the three and nine months ended:


	Three Months Ended				2024 vs. 2023			Nine Months Ended				2024 vs. 2023
(in millions)	Sep 28, 2024		Sep 30, 2023		$ Change		% Change	Sep 28, 2024		Sep 30, 2023		$ Change		% Change
GAAP operating loss	$	(29.2)	$	(31.1)	$	1.9	(6.1)%	$	(86.3)	$	(105.0)	$	18.7	(17.8)%
Restructuring, exit and impairment charges	1.1		1.2		(0.1)		(8.3)%	2.3		6.8		(4.5)		(66.2)%
Acquisition, integration, and IT related costs	—		0.2		(0.2)		NM	—		1.6		(1.6)		NM
IT security incident costs	(0.1)		1.9		(2.0)		NM	0.2		4.8		(4.6)		(95.8)%
Adjusted operating loss	$	(28.2)	$	(27.8)	$	(0.4)	1.4%	$	(83.8)	$	(91.8)	$	8.0	(8.7)%

NM = not meaningful

Corporate operating loss in the third quarter of 2024 decreased when compared to the third quarter of 2023 , driven by lower variable compensation along with the impact of the IT security incident in the prior year.

Corporate operating loss decreased in the nine months ended September 28, 2024 versus prior year, driven by lower variable compensation along with the impact of both the IT security incident and restructuring charges in the prior year.

Cash Flow, Liquidity and Capital Resources

The following table sets forth an analysis of free cash flow for the nine months ended:


(in millions)	Sep 28, 2024		Sep 30, 2023
Net cash provided by operating activities of continuing operations	$	137.5	$	458.1
Net cash (used for) provided by:
Plus: Capital expenditures	(137.1)		(233.1)
Plus: Proceeds from the sale of property, plant and equipment	8.2		10.6

Plus: Effect of exchange rate changes on cash and cash equivalents	(2.0)		(4.0)

Total free cash flow (A)	$	6.6	$	231.6

(A) We define "Free cash flow" as cash flow from operating and investing activities of continuing operations (excluding cash provided by or used for acquisitions, investments, purchases or sales/maturities of marketable securities and other investing activities, net of tax) and the effect of exchange rate changes on cash and cash equivalents. Free cash flow is not intended as an alternative measure of cash flow from operations, as determined in accordance with GAAP in the United States. We use this financial measure both in presenting our results to shareholders and the investment community and in our internal evaluation and management of our businesses. We believe that this financial measure and the information it provides are useful to investors because it permits investors to view our performance using the same tool that we use to gauge progress in achieving our goals. We believe that the non-GAAP financial measure "Free cash flow" is also useful to investors because it is an indication of cash flow that may be available to fund investments in future growth initiatives.

Our major sources of funds for capital investments, acquisitions, share repurchase programs and dividend payments are cash generated from operating activities, available cash and marketable securities balances, divestitures and borrowings. We evaluate potential acquisitions, divestitures and joint ventures in the ordinary course of business.

2024 Cash Flow

Net cash provided by operating activities of continuing operations in the nine months ended September 28, 2024 totaled $137.5 million compared to $458.1 million in the nine months ended September 30, 2023. The decrease is primarily due to working capital and lower net earnings. Working capital is defined as Accounts and notes receivable, Inventories and Prepaid expenses and other, net of Accounts payable and Accrued expenses as presented in the Condensed Consolidated Balance Sheets, excluding the impact of acquisitions and non-cash adjustments.

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The primary drivers of net cash provided by operating activities of continuing operations in the nine months ended September 28, 2024 was net earnings, net of non-cash items, partially offset by working capital. Accounts and notes receivable increased $11.2 million, primarily due to the timing of collections. Inventory increased $16.8 million due to lower sales and the impact of seasonal inventory build. Accounts payable decreased $166.3 million, primarily due to lower purchasing resulting from reduced production and timing of payments. Accrued expenses decreased $123.9 million, primarily driven by lower accrued variable compensation expense.

Net cash used for investing activities was $154.0 million and primarily related to $137.1 million of capital expenditures and $80.9 million of purchases of marketable securities, partially offset by $82.1 million of sales or maturities of marketable securities. Our capital spending was focused on investments in new products and technologies.

Net cash used for financing activities was $147.0 million and primarily related to payments of long-term debt including current maturities, common stock repurchases and cash dividends paid to common shareholders, partially offset by short-term and long-term debt issuances.

2023 Cash Flow

Net cash provided by operating activities of continuing operations in the nine months ended September 30, 2023 totaled $458.1 million versus $313.8 million in the comparable period of 2022. The increase is primarily due to decreases in working capital usage, partially offset by lower net earnings.

The primary drivers of net cash provided by operating activities of continuing operations in the nine months ended September 30, 2023 were net earnings, net of non-cash items, partially offset by working capital usage. Accounts and notes receivable increased $26.9 million, primarily due to timing of collections. Inventory decreased $15.6 million, driven by reductions in production to manage pipeline levels. Accounts payable decreased $141.2 million, primarily due to lower purchasing resulting from reduced production. Accrued expenses decreased $25.0 million, primarily driven by a reduction in our derivative liability position.

Net cash used for investing activities was $309.9 million, which included $233.1 million of capital expenditures and $89.6 million of cash paid for acquisitions, partially offset by $10.6 million of sales of property, plant and equipment and $3.8 million of sales or maturities of marketable securities. Our capital spending was focused on investments in capacity expansion, new products and technologies.

Net cash used for financing activities was $402.9 million and primarily related to common stock repurchases, cash dividends paid to common stockholders and payments of long-term debt including current maturities.

Liquidity and Capital Resources

We view our highly liquid assets as of September 28, 2024, December 31, 2023 and September 30, 2023 as:


(in millions)	September 28, 2024		December 31, 2023		September 30, 2023
Cash and cash equivalents, at cost, which approximates fair value	$	284.1	$	467.8	$	330.9
Short-term investments in marketable securities	0.8		0.8		0.8
Total cash, cash equivalents and marketable securities	$	284.9	$	468.6	$	331.7

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The following table sets forth an analysis of total liquidity as of September 28, 2024, December 31, 2023 and September 30, 2023:


(in millions)	September 28, 2024		December 31, 2023		September 30, 2023
Cash, cash equivalents and marketable securities	$	284.9	$	468.6	$	331.7
Amounts available under lending facility (A)	747.0		741.9		741.9
Total liquidity (B)	$	1,031.9	$	1,210.5	$	1,073.6

(A) See Note 12 – Debt in the Notes to Condensed Consolidated Financial Statements for further details on our lending facility.

(B) We define Total liquidity as Cash and cash equivalents and Short-term investments in marketable securities as presented in the Condensed Consolidated Balance Sheets, plus amounts available for borrowing under our lending facilities. Total liquidity is not intended as an alternative measure to Cash and cash equivalents and Short-term investments in marketable securities as determined in accordance with GAAP in the United States. We use this financial measure both in presenting our results to shareholders and the investment community and in our internal evaluation and management of our businesses. We believe that this financial measure and the information it provides are useful to investors because it permits investors to view our performance using the same metric that we use to gauge progress in achieving our goals. We believe that the non-GAAP financial measure “Total liquidity” is also useful to investors because it is an indication of our available highly liquid assets and immediate sources of financing.

Cash, cash equivalents and mark etable securities t otaled $284.9 million as of September 28, 2024, a decrease of $183.7 million from $468.6 million as of December 31, 2023, and a decrease of $46.8 million from $331.7 million as of September 30, 2023. Total debt as of September 28, 2024, December 31, 2023 and September 30, 2023 was $2,571.9 million, $2,430.4 million and $2,431.0 million, respectively. Our debt-to-capitalization ratio was 56 percent as of September 28, 2024, an increase from 54 percent as of both December 31, 2023 and September 30, 2023.

There were no borrowings under the Revolving Credit Agreement (Credit Facility) during the nine months ended September 28, 2024 and we did not have any borrowings outstanding as of September 28, 2024. Available borrowing capacity under the Credit Facility as of September 28, 2024 totaled $747.0 million, net of $3.0 million of letters of credit outstanding. During the nine months ended September 28, 2024, the maximum amount utilized under the CP Program was $245.0 million, and as of September 28, 2024, the Company had $195.0 million of borrowings outstanding under the CP Program. Refer to Note 12 – Debt in the Notes to Condensed Consolidated Financial Statements and Note 14 - Debt in the Notes to Consolidated Financial Statements in the 2023 Form 10-K, for further details.

The levels of borrowing capacity under our Credit Facility and CP Program are limited by both a leverage and interest coverage test. These covenants also pertain to termination provisions included in our wholesale financing joint-venture arrangements with Wells Fargo Commercial Distribution Finance. Based on our anticipated earnings generation throughout the year, we expect to maintain sufficient cushion against the existing debt covenants.

2024 Capital Strategy

We continue to moderate our capital spending and now anticipate approximately $165 million of capital expenditures for the year. We have also revised our share repurchase plan and now anticipate share repurchases of approximately $200 million in 2024.

Financing Joint Venture

Details of our Financing Joint Venture are outlined in the 2023 Form 10-K. There have been no material changes in our Financing Joint Venture since December 31, 2023.

Off-Balance Sheet Arrangements and Contractual Obligations

Our off-balance sheet arrangements and contractual obligations as of December 31, 2023 are detailed in the 2023 Form 10-K. There have been no material changes in these arrangements and obligations outside the ordinary course of business since December 31, 2023.

Environmental Regulation

There were no material changes in our environmental regulatory requirements since the filing of our 2023 Form 10-K.

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Critical Accounting Policies

There were no material changes in our critical accounting policies since the filing of our 2023 Form 10-K.

As discussed in the 2023 Form 10-K, the preparation of the consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the amount of reported assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and revenues and expenses during the periods reported. Actual results may differ from those estimates.

Recent Accounting Pronouncements

Recent accounting pronouncements that have been adopted during the nine months ended September 28, 2024, or will be adopted in future periods, are included in Note 1 – Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements.

Forward-Looking Statements

Certain statements in this Quarterly Report on Form 10-Q are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current expectations, estimates, and projections about Brunswick’s business and by their nature address matters that are, to different degrees, uncertain. Words such as “may,” “could,” “should,” “expect,” "anticipate," "project," "position," “intend,” “target,” “plan,” “seek,” “estimate,” “believe,” “predict,” “outlook,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are not guarantees of future performance and involve certain risks and uncertainties that may cause actual results to differ materially from expectations as of the date of this report. These risks include, but are not limited to: the effect of adverse general economic conditions, including rising interest rates, and the amount of disposable income consumers have available for discretionary spending; changes in currency exchange rates; fiscal and monetary policy changes; adverse capital market conditions; competitive pricing pressures; higher energy and fuel costs; managing our manufacturing footprint and operations; loss of key customers; international business risks, geopolitical tensions or conflicts, sanctions, embargoes, or other regulations; actual or anticipated increases in costs, disruptions of supply, or defects in raw materials, parts, or components we purchase from third parties; supplier manufacturing constraints, increased demand for shipping carriers, and transportation disruptions; adverse weather conditions, climate change events and other catastrophic event risks; our ability to develop new and innovative products and services at a competitive price; our ability to meet demand in a rapidly changing environment; absorbing fixed costs in production; public health emergencies or pandemics, such as the coronavirus (COVID-19) pandemic; risks associated with joint ventures that do not operate solely for our benefit; our ability to successfully implement our strategic plan and growth initiatives; attracting and retaining skilled labor, implementing succession plans for key leadership, and executing organizational and leadership changes; our ability to integrate acquisitions and the risk for associated disruption to our business; our ability to identify, complete, and integrate targeted acquisitions; the risk that restructuring or strategic divestitures will not provide business benefits; maintaining effective distribution; dealers and customers being able to access adequate financing; inventory reductions by dealers, retailers, or independent boat builders; requirements for us to repurchase inventory; risks related to the Freedom Boat Club franchise business model; outages, breaches, or other cybersecurity events regarding our technology systems, which have affected and could further affect manufacturing and business operations and could result in lost or stolen information and associated remediation costs; our ability to protect our brands and intellectual property; changes to trade policy and tariffs; an impairment to the value of goodwill and other assets; product liability, warranty, and other claims risks; legal, environmental, and other regulatory compliance, including increased costs, fines, and reputational risks; changes in income tax legislation or enforcement; managing our share repurchases; and risks associated with certain divisive shareholder activist actions.

Additional risk factors are included in the 2023 Form 10-K. Forward-looking statements speak only as of the date on which they are made, and Brunswick does not undertake any obligation to update them to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from changes in foreign currency exchange rates, interest rates and commodity prices. We enter into various hedging transactions to mitigate these risks in accordance with guidelines established by our management. We do not use financial instruments for trading or speculative purposes. Our risk management objectives are described in Note 5 – Financial Instruments in the Notes to Condensed Consolidated Financial Statements and Note 12 in the Notes to Consolidated Financial Statements in the 2023 Form 10-K.

There have been no significant changes to our market risk since December 31, 2023. For a discussion of exposure to market risk, refer to Part II, Item 7A – Quantitative and Qualitative Disclosures about Market Risk, set forth in the 2023 Form 10-K.

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer (our principal executive officer and principal financial officer, respectively), we have evaluated our disclosure controls and procedures (as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, "Item 1A. Risk Factors" in our 2023 Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On January 30, 2024, our Board of Directors approved a $500 million increase to our share repurchase authorization. During the nine months ended September 28, 2024, we repurchased $190.0 million of stock, and the remaining authorization was $431.5 million as of September 28, 2024.

We repurchased the following shares of common stock during the three months ended September 28, 2024:


Period	Total Number of Shares Purchased	Weighted Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Amount of Dollars that May Yet Be Used to Purchase Shares Under the Program
June 30 to July 27	133,950	$	74.64	133,950
July 28 to August 24	59,522	77.27		59,522
August 25 to September 28	68,082	79.33		68,082
Total	261,554	$	76.46	261,554	$	431,468,870

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Item 5. Other Information

Securities Trading Plans of Executive Officers and Directors

Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables pre-arranged transactions in securities in a manner that avoids concerns about initiating transactions at a future date while possibly in possession of material nonpublic information. Our Insider Trading and Unauthorized Disclosures Policy permits our officers and directors to enter into trading plans designed to comply with Rule 10b5-1.

During the quarterly period ended September 28, 2024, Nancy E. Cooper, our Board Chair, adopted a Rule 10b5-1 trading arrangement, dated September 2, 2024, providing for the sale each quarter of 35 percent of net shares of her director compensation paid in common stock. The duration of the trading arrangement is from the selling start date of February 3, 2025 through November 8, 2025, or earlier if all transactions under the trading arrangement are completed prior to that date. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). None of our officers (as defined in Rule 16a-1(f) under the Exchange Act) or any other directors adopted or terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period.

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Item 6. Exhibits


10.1			Amended and Restated Credit Agreement, dated as of October 11, 2024, among Brunswick Corporation, the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 11, 2024, and hereby incorporated by reference.
31.1			Certification of CEO Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2			Certification of CFO Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1			Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2			Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted 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
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	BRUNSWICK CORPORATION
October 30, 2024	By:	/s/ RANDALL S. ALTMAN
		Randall S. Altman
		Senior Vice President and Controller*

*Mr. Altman is signing this report both as a duly authorized officer and as the principal accounting officer.

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Part I - Financial Information Item 1. Condensed Consolidated Financial Statements Note 1 Significant Accounting Policies Note 2 Revenue Recognition Note 3 Restructuring, Exit and Impairment Activities Note 4 Acquisitions Note 5 Financial Instruments Note 6 Fair Value Measurements Note 7 Commitments and Contingencies Note 8 Goodwill and Other Intangibles Note 9 Segment Information Note 10 Comprehensive Income Note 11 Income Taxes Note 12 Debt Note 14 Subsequent Events Note 13 Supplier Finance Program Obligations Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Other Information Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 5. Other Information Item 6. Exhibits

Exhibits

10.1 Amended and Restated Credit Agreement, dated as of October 11, 2024, among Brunswick Corporation, the subsidiary borrowers party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on October 11, 2024, and hereby incorporated by reference. 31.1 Certification of CEO Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of CFO Pursuant to 15 U.S.C. Section 7241, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Customer name	Ticker
Hilton Worldwide Holdings Inc.	HLT
MGM Resorts International	MGM
MGM Resorts International	MGM
Caesars Entertainment, Inc.	CZR
Wyndham Destinations, Inc.	WYND

Supplier name	Ticker
ABB Ltd	ABB
Cummins Inc.	CMI
Emerson Electric Co.	EMR
Illinois Tool Works Inc.	ITW
Newmont Corporation	NEM
Southern Copper Corporation	SCCO
Roper Technologies, Inc.	ROP
DuPont de Nemours, Inc.	DD

BC 10-Q Quarter ended Sept. 28, 2024

Exhibits