8-K

BRUNSWICK CORP (BC)

8-K 2023-04-10 For: 2023-04-10
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Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 10, 2023

Brunswick Logo_Midnight Blue (1).jpg

BRUNSWICK CORPORATION

(Exact Name of Registrant Specified in Charter)

Delaware 001-01043 36-0848180
(State or Other<br>Jurisdiction of<br>Incorporation) (Commission File<br>Number) (I.R.S. Employer<br>Identification No.) 26125 N. Riverwoods Blvd., Suite 500 60045-3420
--- --- ---
Mettawa Illinois
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (847) 735-4700

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐           Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐           Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 BC 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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 7.01. Regulation FD Disclosure.

In its Annual Report on Form 10-K for the year ended December 31, 2022, Brunswick Corporation reported its financial results through three reportable segments: Propulsion, Parts & Accessories and Boat.

Given the continued integration of the Navico business with our legacy Advanced Systems Group (“ASG”) operating segment, and the significant restructuring actions already completed in early 2023, starting in January of 2023, our Chief Executive Officer, who is our chief operating decision maker, began regularly reviewing discrete financial information for Navico and ASG together as a single business, which is now referred to as Navico Group. As a result, effective for the first quarter of 2023, the Company changed its management reporting and updated its reportable segments to Propulsion, Engine Parts & Accessories, Navico Group and Boat.

The changes in reportable segment presentation included the following:

•The previous Parts & Accessories reportable segment is now split into Engine Parts & Accessories and Navico Group segments.

•The Engine Parts & Accessories segment is now inclusive of engine parts and consumables such as oils and lubricants, electrical products, boat parts and systems and our distribution businesses.

•The Navico Group segment now represents the organizational integration between the legacy ASG business with two key acquisitions that were completed in late 2021 – Navico and RELiON.

Selected restated segment financial data reflecting the segment change for the twelve months ended December 31, 2021, the three months ended April 2, 2022, the three and six months ended July 2, 2022, the three and nine months ended October 1, 2022, and the three and twelve months ended December 31, 2022 is incorporated herein by reference and is included as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this report and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)           Exhibits:

Exhibit No. Description of Exhibit
99.1 Selected financial data for updated reportable segments as of January 1, 2023.
104 The cover page from this Current Report on Form 8-K, embedded within and formatted in Inline XBRL.

SIGNATURE

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

BRUNSWICK CORPORATION
Dated: April 10, 2023 By: /s/ RANDALL S. ALTMAN
Randall S. Altman
Senior Vice President and Controller

Document

Exhibit 99.1

Brunswick Corporation

Segment Restatement - Continuing Operations

(in millions)

(unaudited)

The following is selected restated financial data reflecting the new segment structure of Brunswick Corporation effective January 1, 2023, for the three months ended April 2, 2022, the three and six months ended July 2, 2022, the three and nine months ended October 1, 2022, the three and twelve months ended December 31, 2022, and the twelve months ended December 31, 2021. For completeness, reconciliations to Non-GAAP measures are also included for the Boat Segment and Corporate/Other, as applicable, but there have been no changes to GAAP or Non-GAAP results for these segments for any periods presented.

Segment Information - GAAP

Three Months Ended
Net Sales Operating Earnings (Loss)
April 2, 2022 April 2, 2022
Propulsion $ 705.9 $ 125.3
Engine Parts & Accessories 330.3 61.0
Navico Group 311.6 30.6
Boat 492.8 45.3
Corporate/Other (22.7)
Segment Eliminations (144.9)
Total $ 1,695.7 $ 239.5

Segment Information - As Adjusted (Non-GAAP)

Three Months Ended
Net Sales Operating Earnings (Loss)
April 2, 2022 April 2, 2022
Propulsion $ 705.9 $ 125.3
Engine Parts & Accessories 330.3 61.0
Navico Group 311.6 55.6
Boat 492.8 48.3
Corporate/Other (22.7)
Segment Eliminations (144.9)
Total $ 1,695.7 $ 267.5

Reconciliation to Non-GAAP Measures - Segment Information

Navico Group Segment Three Months Ended
April 2, 2022
Net sales $ 311.6
GAAP operating earnings $ 30.6
Purchase accounting amortization 22.4
Acquisition, integration, and IT related costs 2.6
Adjusted operating earnings $ 55.6
GAAP operating margin 9.8%
Adjusted operating margin 17.8%

Brunswick Corporation

April 10, 2023

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Brunswick Corporation

Segment Restatement - Continuing Operations

(in millions)

(unaudited)

Boat Segment Three Months Ended
April 2, 2022
Net sales $ 492.8
GAAP operating earnings $ 45.3
Acquisition, integration, and IT related costs 2.4
Purchase accounting amortization 0.6
Adjusted operating earnings $ 48.3
GAAP operating margin 9.2%
Adjusted operating margin 9.8%

Segment Information - GAAP

Three Months Ended
Net Sales Operating Earnings (Loss)
July 2, 2022 July 2, 2022
Propulsion $ 734.2 $ 142.0
Engine Parts & Accessories 379.5 85.8
Navico Group 286.1 22.4
Boat 568.4 58.9
Corporate/Other (30.1)
Segment Eliminations (132.6)
Total $ 1,835.6 $ 279.0

Segment Information - As Adjusted (Non-GAAP)

Three Months Ended
Net Sales Operating Earnings (Loss)
July 2, 2022 July 2, 2022
Propulsion $ 734.2 $ 142.0
Engine Parts & Accessories 379.5 85.8
Navico Group 286.1 41.1
Boat 568.4 61.4
Corporate/Other (30.1)
Segment Eliminations (132.6)
Total $ 1,835.6 $ 300.2

Brunswick Corporation

April 10, 2023

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Brunswick Corporation

Segment Restatement - Continuing Operations

(in millions)

(unaudited)

Reconciliation to Non-GAAP Measures - Segment Information

Navico Group Segment Three Months Ended
July 2, 2022
Net sales $ 286.1
GAAP operating earnings $ 22.4
Purchase accounting amortization 13.4
Acquisition, integration, and IT related costs 5.3
Adjusted operating earnings $ 41.1
GAAP operating margin 7.8%
Adjusted operating margin 14.4%
Boat Segment Three Months Ended
--- --- ---
July 2, 2022
Net sales $ 568.4
GAAP operating earnings $ 58.9
Acquisition, integration, and IT related costs 1.8
Purchase accounting amortization 0.7
Adjusted operating earnings $ 61.4
GAAP operating margin 10.4%
Adjusted operating margin 10.8%

Segment Information - GAAP

Six Months Ended
Net Sales Operating Earnings (Loss)
July 2, 2022 July 2, 2022
Propulsion $ 1,440.1 $ 267.3
Engine Parts & Accessories 709.8 146.8
Navico Group 597.7 53.0
Boat 1,061.2 104.2
Corporate/Other (52.8)
Segment Eliminations (277.5)
Total $ 3,531.3 $ 518.5

Brunswick Corporation

April 10, 2023

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Brunswick Corporation

Segment Restatement - Continuing Operations

(in millions)

(unaudited)

Segment Information - As Adjusted (Non-GAAP)

Six Months Ended
Net Sales Operating Earnings (Loss)
July 2, 2022 July 2, 2022
Propulsion $ 1,440.1 $ 267.3
Engine Parts & Accessories 709.8 146.8
Navico Group 597.7 96.7
Boat 1,061.2 109.7
Corporate/Other (52.8)
Segment Eliminations (277.5)
Total $ 3,531.3 $ 567.7

Reconciliation to Non-GAAP Measures - Segment Information

Navico Group Segment Six Months Ended
July 2, 2022
Net sales $ 597.7
GAAP operating earnings $ 53.0
Purchase accounting amortization 35.8
Acquisition, integration, and IT related costs 7.9
Adjusted operating earnings $ 96.7
GAAP operating margin 8.9%
Adjusted operating margin 16.2%
Boat Segment Six Months Ended
--- --- ---
July 2, 2022
Net sales $ 1,061.2
GAAP operating earnings $ 104.2
Acquisition, integration, and IT related costs 4.2
Purchase accounting amortization 1.3
Adjusted operating earnings $ 109.7
GAAP operating margin 9.8%
Adjusted operating margin 10.3%

Brunswick Corporation

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Brunswick Corporation

Segment Restatement - Continuing Operations

(in millions)

(unaudited)

Segment Information - GAAP

Three Months Ended
Net Sales Operating Earnings (Loss)
October 1, 2022 October 1, 2022
Propulsion $ 714.4 $ 143.0
Engine Parts & Accessories 360.3 88.9
Navico Group 234.8 (1.8)
Boat 510.7 49.7
Corporate/Other (42.1)
Segment Eliminations (122.0)
Total $ 1,698.2 $ 237.7

Segment Information - As Adjusted (Non-GAAP)

Three Months Ended
Net Sales Operating Earnings (Loss)
October 1, 2022 October 1, 2022
Propulsion $ 714.4 $ 143.0
Engine Parts & Accessories 360.3 88.9
Navico Group 234.8 19.5
Boat 510.7 52.0
Corporate/Other (24.6)
Segment Eliminations (122.0)
Total $ 1,698.2 $ 278.8

Reconciliation to Non-GAAP Measures - Segment Information

Navico Group Segment Three Months Ended
October 1, 2022
Net sales $ 234.8
GAAP operating loss $ (1.8)
Restructuring, exit and impairment charges 6.9
Purchase accounting amortization 13.4
Acquisition, integration, and IT related costs 1.0
Adjusted operating earnings $ 19.5
GAAP operating margin (0.8)%
Adjusted operating margin 8.3%

Brunswick Corporation

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Brunswick Corporation

Segment Restatement - Continuing Operations

(in millions)

(unaudited)

Boat Segment Three Months Ended
October 1, 2022
Net sales $ 510.7
GAAP operating earnings $ 49.7
Restructuring, exit and impairment charges 0.3
Acquisition, integration, and IT related costs 1.0
Purchase accounting amortization 1.0
Adjusted operating earnings $ 52.0
GAAP operating margin 9.7%
Adjusted operating margin 10.2%
Corporate/Other Three Months Ended
--- --- ---
October 1, 2022
GAAP operating loss $ (42.1)
Restructuring, exit and impairment charges 17.4
Acquisition, integration, and IT related costs 0.1
Adjusted operating loss $ (24.6)

Segment Information - GAAP

Nine Months Ended
Net Sales Operating Earnings (Loss)
October 1, 2022 October 1, 2022
Propulsion $ 2,154.5 $ 410.3
Engine Parts & Accessories 1,070.1 235.7
Navico Group 832.5 51.2
Boat 1,571.9 153.9
Corporate/Other (94.9)
Segment Eliminations (399.5)
Total $ 5,229.5 $ 756.2

Segment Information - As Adjusted (Non-GAAP)

Nine Months Ended
Net Sales Operating Earnings (Loss)
October 1, 2022 October 1, 2022
Propulsion $ 2,154.5 $ 410.3
Engine Parts & Accessories 1,070.1 235.7
Navico Group 832.5 116.2
Boat 1,571.9 161.7
Corporate/Other (77.4)
Segment Eliminations (399.5)
Total $ 5,229.5 $ 846.5

Brunswick Corporation

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Brunswick Corporation

Segment Restatement - Continuing Operations

(in millions)

(unaudited)

Reconciliation to Non-GAAP Measures - Segment Information

Navico Group Segment Nine Months Ended
October 1, 2022
Net sales $ 832.5
GAAP operating earnings $ 51.2
Restructuring, exit and impairment charges 6.9
Purchase accounting amortization 49.2
Acquisition, integration, and IT related costs 8.9
Adjusted operating earnings $ 116.2
GAAP operating margin 6.2%
Adjusted operating margin 14.0%
Boat Segment Nine Months Ended
--- --- ---
October 1, 2022
Net sales $ 1,571.9
GAAP operating earnings $ 153.9
Restructuring, exit and impairment charges 0.3
Acquisition, integration, and IT related costs 5.2
Purchase accounting amortization 2.3
Adjusted operating earnings $ 161.7
GAAP operating margin 9.8%
Adjusted operating margin 10.3% Corporate/Other Nine Months Ended
--- --- ---
October 1, 2022
GAAP operating loss $ (94.9)
Restructuring, exit and impairment charges 17.4
Acquisition, integration, and IT related costs 0.1
Adjusted operating loss $ (77.4)

Segment Information - GAAP

Three Months Ended
Net Sales Operating Earnings (Loss)
December 31, 2022 December 31, 2022
Propulsion $ 669.5 $ 112.6
Engine Parts & Accessories 240.1 32.3
Navico Group 236.8 17.0
Boat 547.5 58.9
Corporate/Other (29.2)
Segment Eliminations (111.2)
Total $ 1,582.7 $ 191.6

Brunswick Corporation

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Brunswick Corporation

Segment Restatement - Continuing Operations

(in millions)

(unaudited)

Segment Information - As Adjusted (Non-GAAP)

Three Months Ended
Net Sales Operating Earnings (Loss)
December 31, 2022 December 31, 2022
Propulsion $ 669.5 $ 112.6
Engine Parts & Accessories 240.1 32.3
Navico Group 236.8 31.3
Boat 547.5 54.8
Corporate/Other (28.8)
Segment Eliminations (111.2)
Total $ 1,582.7 $ 202.2

Reconciliation to Non-GAAP Measures - Segment Information

Navico Group Segment Three Months Ended
December 31, 2022
Net sales $ 236.8
GAAP operating earnings $ 17.0
Restructuring, exit and impairment charges 0.8
Purchase accounting amortization 12.7
Acquisition, integration, and IT related costs 0.8
Adjusted operating earnings $ 31.3
GAAP operating margin 7.2%
Adjusted operating margin 13.2% Boat Segment Three Months Ended
--- --- ---
December 31, 2022
Net sales $ 547.5
GAAP operating earnings $ 58.9
Restructuring, exit and impairment charges (0.3)
Purchase accounting amortization 0.8
Acquisition, integration, and IT related costs (4.6)
Adjusted operating earnings $ 54.8
GAAP operating margin 10.8%
Adjusted operating margin 10.0% Corporate/Other Three Months Ended
--- --- ---
December 31, 2022
GAAP operating loss $ (29.2)
Acquisition, integration, and IT related costs 0.4
Adjusted operating loss $ (28.8)

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Brunswick Corporation

Segment Restatement - Continuing Operations

(in millions)

(unaudited)

Segment Information - GAAP

Twelve Months Ended
Net Sales Operating Earnings (Loss)
Dec 31, 2022 Dec 31, 2021 Dec 31, 2022 Dec 31, 2021
Propulsion $ 2,824.0 $ 2,504.7 $ 522.9 $ 449.7
Engine Parts & Accessories 1,310.2 1,371.7 268.0 282.4
Navico Group 1,069.3 688.3 68.2 53.4
Boat 2,119.4 1,703.1 212.8 142.3
Corporate/Other (124.1) (114.9)
Segment Eliminations (510.7) (421.6)
Total $ 6,812.2 $ 5,846.2 $ 947.8 $ 812.9

Segment Information - As Adjusted (Non-GAAP)

Twelve Months Ended
Net Sales Operating Earnings (Loss)
Dec 31, 2022 Dec 31, 2021 Dec 31, 2022 Dec 31, 2021
Propulsion $ 2,824.0 $ 2,504.7 $ 522.9 $ 449.7
Engine Parts & Accessories 1,310.2 1,371.7 268.0 282.4
Navico Group 1,069.3 688.3 147.5 114.5
Boat 2,119.4 1,703.1 216.5 154.9
Corporate/Other (106.2) (114.7)
Segment Eliminations (510.7) (421.6)
Total $ 6,812.2 $ 5,846.2 $ 1,048.7 $ 886.8

Reconciliation to Non-GAAP Measures - Segment Information

Navico Group Segment Twelve Months Ended
December 31, 2022 December 31, 2021
Net sales $ 1,069.3 $ 688.3
GAAP operating earnings $ 68.2 $ 53.4
Restructuring, exit and impairment charges 7.7 0.7
Purchase accounting amortization 61.9 44.1
Acquisition, integration, and IT related costs 9.7 17.8
Gain on sale of assets (1.5)
Adjusted operating earnings $ 147.5 $ 114.5
GAAP operating margin 6.4% 7.8%
Adjusted operating margin 13.8% 16.6%

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Brunswick Corporation

Segment Restatement - Continuing Operations

(in millions)

(unaudited)

Boat Segment Twelve Months Ended
December 31, 2022 December 31, 2021
Net sales $ 2,119.4 $ 1,703.1
GAAP operating earnings $ 212.8 $ 142.3
Restructuring, exit and impairment charges 0.1
Purchase accounting amortization 3.1 1.6
Acquisition, integration, and IT related costs 0.6 6.3
Sport Yacht & Yachts 3.8
Palm Coast reclassified from held-for-sale 0.8
Adjusted operating earnings $ 216.5 $ 154.9
GAAP operating margin 10.0% 8.4%
Adjusted operating margin 10.2% 9.1%
Corporate/Other Twelve Months Ended
--- --- --- --- ---
December 31, 2022 December 31, 2021
GAAP operating loss $ (124.1) $ (114.9)
Restructuring, exit and impairment charges 17.4
Acquisition, integration, and IT related costs 0.5 0.2
Adjusted operating loss $ (106.2) $ (114.7)