UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended March ~~30, 2019~~28, 2020



o☐	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 ~~Illinois~~ , IL60045-3420

(Address of principal executive ~~offices, including zip~~offices) (Zip code)

~~(847)~~ (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 x☒ No o☐

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 x☒ No o☐

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. ~~(Check one):~~



Large ~~accelerated filer~~Accelerated Filer	x☒	Accelerated ~~filer~~Filer	o☐

Non-accelerated ~~filer~~Filer	o ☐	Smaller reporting company	o☐

Emerging growth company	o☐

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. o☐

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

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
Common stock, par value $0.75 per share	BC	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 ~~BC-A~~ ~~BC-B~~ BC-C	New York Stock Exchange

The number of shares of Common Stock ($0.75 par value) of the registrant outstanding as of ~~April 29, 2019~~May 4, 2020 was ~~87,076,644.~~79,128,451.

BRUNSWICK CORPORATION

INDEX TO QUARTERLY REPORT ON FORM 10-Q

March ~~30, 2019~~28, 2020

TABLE OF CONTENTS



PART I – FINANCIAL INFORMATION		Page

Item 1.	Condensed Consolidated Financial Statements ~~(unaudited)~~

	Condensed Consolidated Statements of Comprehensive Income (unaudited) for the three months ended March ~~30, 2019~~28, 2020 and March ~~31, 2018~~30, 2019	3

	Condensed Consolidated Balance Sheets (unaudited) as of March ~~30, 2019,~~28, 2020, December 31, ~~2018~~2019 and March ~~31, 2018~~30, 2019	4

	Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March ~~30, 2019~~28, 2020 and March ~~31, 2018~~30, 2019	6

	Condensed Consolidated Statements of Shareholders' Equity (unaudited) for the three months ended March ~~30, 2019~~28, 2020 and March ~~31, 2018~~30, 2019	7

	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36

Item 4.	Controls and Procedures	3736


PART II – OTHER INFORMATION

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38

Item 2.5.	~~Unregistered Sales of Equity Securities and Use of Proceeds~~Other Information	3839

Item 6.	Exhibits	3940

PART I - FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

BRUNSWICK CORPORATION Condensed Consolidated Statements of Comprehensive Income (unaudited)	BRUNSWICK CORPORATION Condensed Consolidated Statements of Comprehensive Income (unaudited)						BRUNSWICK CORPORATION Condensed Consolidated Statements of Comprehensive Income (unaudited)

	Three Months Ended						Three Months Ended
(in millions, except per share data)	March 30, 2019			March 31, 2018			March 28, 2020			March 30, 2019
Net sales	$	1,275.9		$	1,211.4		$	965.5		$	1,050.7
Cost of sales	938.4			901.4			721.7			771.2
Selling, general and administrative expense	189.6			163.5			111.3			133.5
Research and development expense	35.0			37.6			28.9			28.7
Restructuring, exit, integration and impairment charges	141.5			3.8
Operating earnings (loss)	(28.6		)	105.1
Restructuring, exit and impairment charges							0.4			3.2
Operating earnings							103.2			114.1
Equity earnings	1.9			1.0			1.8			1.9
Other expense, net	(1.6		)	(0.0		)
Earnings (loss) before interest and income taxes	(28.3		)	106.1
Other income (expense), net							0.7			(1.6		)
Earnings before interest and income taxes							105.7			114.4
Interest expense	(19.8		)	(6.7		)	(16.9		)	(19.8		)
Interest income	0.4			0.7			0.3			0.4
Earnings (loss) before income taxes	(47.7		)	100.1
Income tax provision (benefit)	(11.4		)	27.2
Earnings before income taxes							89.1			95.0
Income tax provision							18.4			18.8
Net earnings from continuing operations							70.7			76.2

Discontinued operations:
Loss from discontinued operations, net of tax							(0.6		)	(112.5		)
Loss on disposal of discontinued operations, net of tax							(1.1		)	—
Net loss from discontinued operations, net of tax							(1.7		)	(112.5		)
Net earnings (loss)	$	(36.3	)	$	72.9		$	69.0		$	(36.3	)

Earnings (loss) per common share:
Basic	$	(0.42	)	$	0.83
Earnings from continuing operations							$	0.88		$	0.87
Loss from discontinued operations							(0.02		)	(1.29		)
Net earnings (loss)							$	0.86		$	(0.42	)

Diluted	$	(0.42	)	$	0.82
Earnings from continuing operations							$	0.88		$	0.87
Loss from discontinued operations							(0.02		)	(1.28		)
Net earnings (loss)							$	0.86		$	(0.41	)

Weighted average shares used for computation of:
Basic earnings (loss) per common share	87.5			88.1			80.0			87.5
Diluted earnings (loss) per common share	87.5			88.8			80.3			88.0

Comprehensive income (loss)	$	(35.3	)	$	83.9		$	61.1		$	(35.3	)

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

BRUNSWICK CORPORATION Condensed Consolidated Balance Sheets (unaudited)	BRUNSWICK CORPORATION Condensed Consolidated Balance Sheets (unaudited)									BRUNSWICK CORPORATION Condensed Consolidated Balance Sheets (unaudited)

(in millions)	March 30, 2019			December 31, 2018			March 31, 2018			March 28, 2020			December 31, 2019			March 30, 2019
Assets
Current assets
Cash and cash equivalents, at cost, which approximates fair value	$	161.5		$	294.4		$	284.0		$	502.9		$	320.3		$	161.5
Restricted cash	9.1			9.0			9.4			11.6			11.6			9.1
Short-term investments in marketable securities	0.8			0.8			0.8			0.8			0.8			0.8
Total cash and short-term investments in marketable securities	171.4			304.2			294.2			515.3			332.7			171.4
Accounts and notes receivable, less allowances of $10.0, $11.3 and $9.4	683.7			550.7			623.6
Accounts and notes receivable, less allowances of $12.0, $8.5 and $8.1										465.4			331.8			499.2
Inventories
Finished goods	650.2			614.2			562.0			549.3			554.3			520.8
Work-in-process	112.1			106.1			133.1			108.3			101.3			103.7
Raw materials	228.8			223.4			208.0			182.5			168.9			192.8
Net inventories	991.1			943.7			903.1			840.1			824.5			817.3
Prepaid expenses and other	91.6			81.6			41.8			49.0			36.8			80.5
Current assets held for sale										—			—			369.4
Current assets	1,937.8			1,880.2			1,862.7			1,869.8			1,525.8			1,937.8

Property
Land	24.0			24.0			25.2			17.8			17.8			16.5
Buildings and improvements	477.6			469.7			420.1			419.7			415.4			367.5
Equipment	1,145.5			1,128.9			1,038.6			1,107.3			1,090.1			1,000.3
Total land, buildings and improvements and equipment	1,647.1			1,622.6			1,483.9			1,544.8			1,523.3			1,384.3
Accumulated depreciation	(967.7		)	(952.4		)	(910.6		)	(877.3		)	(863.8		)	(805.5		)
Net land, buildings and improvements and equipment	679.4			670.2			573.3			667.5			659.5			578.8
Unamortized product tooling costs	131.8			135.1			149.4			143.1			136.9			124.7
Net property	811.2			805.3			722.7			810.6			796.4			703.5

Other assets
Goodwill	634.1			767.1			428.3			414.0			415.0			381.8
Other intangibles, net	636.7			646.4			148.0			575.0			583.5			578.1
Operating lease assets	99.2			—			—			82.3			83.2			79.5
Deferred income tax asset	109.4			96.1			171.0			109.7			118.7			110.5
Equity investments	38.5			34.6			29.5			31.3			29.5			35.5
Other long-term assets	62.9			56.0			42.4			11.9			12.3			15.7
Long-term assets held for sale										—			—			492.5
Other assets	1,580.8			1,600.2			819.2			1,224.2			1,242.2			1,693.6

Total assets	$	4,329.8		$	4,285.7		$	3,404.6		$	3,904.6		$	3,564.4		$	4,334.9

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

BRUNSWICK CORPORATION Condensed Consolidated Balance Sheets (unaudited)	BRUNSWICK CORPORATION Condensed Consolidated Balance Sheets (unaudited)									BRUNSWICK CORPORATION Condensed Consolidated Balance Sheets (unaudited)

(in millions)	March 30, 2019			December 31, 2018			March 31, 2018			March 28, 2020			December 31, 2019			March 30, 2019
Liabilities and shareholders’ equity
Current liabilities
Short-term debt and current maturities of long-term debt	$	40.9		$	41.3		$	5.1		$	425.7		$	41.3		$	40.9
Accounts payable	473.3			527.8			431.0			366.8			393.5			420.6
Accrued expenses	691.5			687.4			640.3			493.7			509.6			503.3
Current liabilities held for sale										—			—			240.9
Current liabilities	1,205.7			1,256.5			1,076.4			1,286.2			944.4			1,205.7

Long-term liabilities
Debt	1,245.6			1,179.5			428.9			1,069.0			1,068.0			1,245.6
Operating lease liabilities	83.8			—			—			69.6			70.1			67.0
Postretirement benefits	70.0			71.6			218.9			72.1			73.6			70.0
Other	197.8			195.5			199.6			104.0			107.4			100.4
Long-term liabilities held for sale										—			—			119.3
Long-term liabilities	1,597.2			1,446.6			847.4			1,314.7			1,319.1			1,602.3

Shareholders’ equity
Common stock; authorized: 200,000,000 shares, $0.75 par value; issued: 102,538,000 shares; outstanding: 87,063,000, 86,757,000 and 87,277,000 shares	76.9			76.9			76.9
Common stock; authorized: 200,000,000 shares, $0.75 par value; issued: 102,538,000 shares; outstanding: 79,114,000, 79,569,000 and 87,063,000 shares										76.9			76.9			76.9
Additional paid-in capital	359.9			371.1			357.4			358.8			369.2			359.9
Retained earnings	2,081.1			2,135.7			1,994.4			1,981.1			1,931.3			2,081.1
Treasury stock, at cost: 15,475,000, 15,781,000 and 15,261,000 shares	(628.9		)	(638.0		)	(599.1		)
Treasury stock, at cost: 23,424,000, 22,969,000 and 15,475,000 shares										(1,051.8		)	(1,023.1		)	(628.9		)
Accumulated other comprehensive loss	(362.1		)	(363.1		)	(348.8		)	(61.3		)	(53.4		)	(362.1		)
Shareholders’ equity	1,526.9			1,582.6			1,480.8			1,303.7			1,300.9			1,526.9

Total liabilities and shareholders’ equity	$	4,329.8		$	4,285.7		$	3,404.6		$	3,904.6		$	3,564.4		$	4,334.9

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

BRUNSWICK CORPORATION Condensed Consolidated Statements of Cash Flows (unaudited)	BRUNSWICK CORPORATION Condensed Consolidated Statements of Cash Flows (unaudited)						BRUNSWICK CORPORATION Condensed Consolidated Statements of Cash Flows (unaudited)

	Three Months Ended						Three Months Ended
(in millions)	March 30, 2019			March 31, 2018			March 28, 2020			March 30, 2019
Cash flows from operating activities
Net earnings (loss)	$	(36.3	)	$	72.9		$	69.0		$	(36.3	)
Less: net loss from discontinued operations, net of tax							(1.7		)	(112.5		)
Net earnings from continuing operations, net of tax							70.7			76.2
Stock compensation expense							(0.1		)	2.8
Depreciation and amortization	39.8			27.8			35.2			33.1
Stock compensation expense	3.3			1.9
Pension expense, net of funding	0.3			0.9
Pension expense, net of (funding)							(0.6		)	0.3
Asset impairment charges	138.7			—			—			1.5
Deferred income taxes	(3.4		)	20.0			10.6			8.6
Changes in certain current assets and current liabilities	(211.2		)	(224.2		)	(196.9		)	(202.7		)
Long-term extended warranty contracts and other deferred revenue	1.2			2.6			1.0			1.5
Fitness business separation costs	7.8			—
Cash paid for Fitness business separation costs	(1.5		)	—
Income taxes	(16.2		)	32.5			(2.5		)	4.2
Other, net	(1.9		)	(1.5		)	(1.3		)	1.3
Net cash used for operating activities of continuing operations							(83.9		)	(73.2		)
Net cash provided by (used for) operating activities of discontinued operations							4.8			(6.2		)
Net cash used for operating activities	(79.4		)	(67.1		)	(79.1		)	(79.4		)

Cash flows from investing activities
Capital expenditures	(88.1		)	(37.1		)	(55.9		)	(86.2		)
Investments	(3.8		)	(4.8		)	(3.6		)	(2.8		)
Proceeds from the sale of property, plant and equipment	—			0.1			0.4			—
Other, net	—			(0.2		)
Net cash used for investing activities of continuing operations							(59.1		)	(89.0		)
Net cash used for investing activities of discontinued operations							—			(2.9		)
Net cash used for investing activities	(91.9		)	(42.0		)	(59.1		)	(91.9		)

Cash flows from financing activities
Proceeds from issuances of short-term debt	215.0			—			610.0			215.0
Payments of short-term debt	(215.0		)	—			(225.0		)	(215.0		)
Net proceeds from issuances of long-term debt	222.0			—			—			222.0
Payments of long-term debt including current maturities	(159.0		)	(0.1		)	(0.3		)	(159.0		)
Common stock repurchases	—			(35.0		)	(34.1		)	—
Cash dividends paid	(18.3		)	(16.6		)	(19.2		)	(18.3		)
Proceeds from share-based compensation activity	0.5			1.0			0.4			0.5
Tax withholding associated with shares issued for share-based compensation	(6.8		)	(9.3		)	(6.5		)	(6.8		)
Other, net	(0.2		)	—			(0.1		)	(0.2		)
Net cash provided by (used for) financing activities	38.2			(60.0		)
Net cash provided by financing activities							325.2			38.2

Effect of exchange rate changes	0.3			4.3			(4.4		)	0.3
Net decrease in Cash and cash equivalents and Restricted cash	(132.8		)	(164.8		)
Net increase (decrease) in Cash and cash equivalents and Restricted cash							182.6			(132.8		)
Cash and cash equivalents and Restricted cash at beginning of period	303.4			458.2			331.9			303.4

Cash and cash equivalents and Restricted cash at end of period	170.6			293.4			514.5			170.6
Less: Restricted cash	9.1			9.4			11.6			9.1
Cash and cash equivalents at end of period	$	161.5		$	284.0		$	502.9		$	161.5

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

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 Income (Loss) Total
Balance at December 31, 2018 $ 76.9
$ 371.1
$ 2,135.7
$ (638.0 ) $ (363.1 ) $ 1,582.6
Net loss —
—
(36.3 ) —
—
(36.3 )
Other comprehensive income —
—
—
—
1.0
1.0
Dividends ($0.21 per common share) —
—
(18.3 ) —
—
(18.3 )
Compensation plans and other —
(11.2 ) —
9.1
—
(2.1 )
Balance at March 30, 2019 $ 76.9
$ 359.9
$ 2,081.1
$ (628.9 ) $ (362.1 ) $ 1,526.9

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 Income (Loss)			Total
Balance at December 31, 2019	$	76.9	$	369.2		$	1,931.3		$	(1,023.1	)	$	(53.4	)	$	1,300.9
Net earnings	—		—			69.0			—			—			69.0
Other comprehensive loss	—		—			—			—			(7.9		)	(7.9		)
Dividends ($0.24 per common share)	—		—			(19.2		)	—			—			(19.2		)
Compensation plans and other	—		(10.4		)	—			5.4			—			(5.0		)
Common stock repurchases	—		—			—			(34.1		)	—			(34.1		)
Balance at March 28, 2020	$	76.9	$	358.8		$	1,981.1		$	(1,051.8	)	$	(61.3	)	$	1,303.7

(in millions, except per share data) Common Stock Additional Paid-in Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income (Loss) Total
Balance at December 31, 2017 $ 76.9
$ 374.4
$ 1,966.8
$ (575.4 ) $ (359.8 ) $ 1,482.9
Net earnings —
—
72.9
—
—
72.9
Other comprehensive income —
—
—
—
11.0
11.0
Dividends ($0.19 per common share) —
—
(16.6 ) —
—
(16.6 )
Compensation plans and other —
(17.0 ) —
11.3
—
(5.7 )
Common stock repurchases —
—
—
(35.0 ) —
(35.0 )
ASU No. 2014-09 adoption —
—
(28.7 ) —
—
(28.7 )
Balance at March 31, 2018 $ 76.9
$ 357.4
$ 1,994.4
$ (599.1 ) $ (348.8 ) $ 1,480.8



(in millions, except per share data)	Common Stock		Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Income (Loss)			Total
Balance at December 31, 2018	$	76.9	$	371.1		$	2,135.7		$	(638.0	)	$	(363.1	)	$	1,582.6
Net loss	—		—			(36.3		)	—			—			(36.3		)
Other comprehensive income	—		—			—			—			1.0			1.0
Dividends ($0.21 per common share)	—		—			(18.3		)	—			—			(18.3		)
Compensation plans and other	—		(11.2		)	—			9.1			—			(2.1		)
Balance at March 30, 2019	$	76.9	$	359.9		$	2,081.1		$	(628.9	)	$	(362.1	)	$	1,526.9

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

BRUNSWICK CORPORATION

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 1 – Significant Accounting Policies

Basis of Presentation. Effective January 1, 2020, the Company changed its management reporting and updated its reportable segments to Propulsion, Parts and Accessories (P&A) and Boat (inclusive of Business Acceleration) to align with its strategy. As a result of this change, the Company has recast all segment information for all prior periods presented. Refer to Note 11 – Segment Data for further information on the Company's reportable segments.

Interim Financial Statements. The unaudited interim condensed consolidated financial statements of Brunswick Corporation (Brunswick or the Company) have been prepared pursuant to Securities and Exchange Commission (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 ~~2018~~2019 Annual Report on Form 10-K for the year ended December 31, ~~2018~~2019 (the ~~2018~~2019 Form 10-K). These results include, in management's opinion, all normal and recurring adjustments necessary to present fairly Brunswick's financial position, results of operations and cash flows. Due to the seasonality of Brunswick’s businesses, the interim results are not necessarily indicative of the results that may be expected for the remainder of the year.

The Company maintains its financial records on the basis of a fiscal year ending on December 31, with the fiscal quarters spanning approximately thirteen weeks. The first quarter ends on the Saturday closest to the end of the first thirteen-week period. The second and third quarters are thirteen weeks in duration and the fourth quarter is the remainder of the year. The first quarter of fiscal year ~~2019~~2020 ended on March ~~30, 2019~~28, 2020 and the first quarter of fiscal year ~~2018~~2019 ended on March ~~31, 2018.~~30, 2019.

On ~~March 1, 2018,~~June 27, 2019, the ~~Company's Board~~Company completed the sale of ~~Directors authorized proceeding with separating~~its Fitness business. The Company determined that the sale of its Fitness business ~~from~~represented a strategic shift that had a major effect on the Company's operations and financial results. As a result, the Company ~~portfolio. While~~classified the ~~Company continues to maintain its preparedness for a spin-off~~assets and liabilities of the Fitness business ~~there has been a strong level of buyer interest~~as held for sale on the Condensed Consolidated Balance Sheets for all prior periods. Additionally, this business, which was previously reported in the ~~sales process. Should the separation take the form of a sale, the Company anticipates a sale would be announced~~Company's Fitness segment, is being reported as discontinued operations in the ~~second quarter~~Condensed Consolidated Statements of ~~2019.~~Comprehensive Income and Condensed Consolidated Statements of Cash Flows for all periods presented. See Note 3 – Discontinued Operations for further information.

Recently Adopted Accounting Standards

~~Recognition of Leases~~Current Expected Credit Loss: In ~~February~~June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) ~~2016-02,~~ ~~Leases,~~ ~~(new leasing standard),~~ 2016-13, Measurement of Credit Losses on Financial Instruments, which ~~amended~~updated the Accounting Standards Codification (ASC) to ~~require lessees to recognize assets and liabilities~~add an impairment model that is based on ~~the balance sheet for all leases with terms greater~~expected losses rather than ~~twelve months.~~incurred losses. On January 1, ~~2019,~~2020, the Company adopted ~~the new leasing~~this standard and ~~all related amendments. The Company elected~~ the ~~optional transition method provided by~~adoption did not have an impact on the ~~FASB in ASU 2018-11,~~ ~~Leases (Topic 842): Targeted Improvements, and as a result, has not restated its~~ condensed consolidated financial statements for prior periods presented. The Company has elected the practical expedients upon transition to retain the lease classification and initial direct costs for any leases that existed prior to adoption. The Company has also not reassessed whether any contracts entered into prior to adoption are leases.statements.

~~The standard did not have a material impact on the Company's Condensed Consolidated Statements~~

Table of ~~Comprehensive Income. The cumulative effect of the changes made to the Company's Consolidated Balance Sheet as of January 1, 2019 for the adoption of the new leasing standard was as follows:~~

Contents

Notes to Condensed Consolidated Financial Statements

(unaudited)

(in millions) Balance as of December 31, 2018 Adjustments Due to ASC 842 Balance as of January 1, 2019
Assets
Operating lease assets $ —
$ 101.2
$ 101.2

Current liabilities
Accrued expenses 687.4
19.3
706.7

Long-term liabilities
Other 195.5
(3.4 ) 192.1
Operating lease liabilities —
85.3
85.3

The Company determines if an arrangement is a lease at lease inception. Operating lease right-of-use (ROU) assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most of the Company's lease contracts do not include an implicit rate, the Company uses its incremental borrowing rate based on information available at commencement date in determining the present value of future payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The operating lease ROU asset also includes any initial direct costs and lease payments made prior to lease commencement, and excludes lease incentives incurred.

The Company's lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Operating lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company has certain lease agreements that contain both lease and non-lease components, which it has elected to account for as a single lease component for all asset classes.

~~Measurement of Goodwill Impairment: In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment~~. The standard simplifies the subsequent measurement of goodwill by eliminating step two from the goodwill impairment test. Instead, goodwill impairment is measured as the difference between the fair value and the carrying value of the reporting unit. The standard also clarifies the treatment of the income tax effect of tax-deductible goodwill when measuring goodwill impairment loss. The Company early adopted this amendment on January 1, 2019.

~~Tax Effects in Other Comprehensive Income: In February 2018, the FASB issued ASU 2018-02,~~ ~~Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income~~ ~~(AOCI)~~, which requires certain new disclosures and permits companies to reclassify the disproportionate income tax effects of the Tax Cuts and Jobs Act of 2017 on items within AOCI to retained earnings. The Company currently records its stranded tax effects in AOCI using the portfolio approach. Upon adoption, the Company elected not to reclassify stranded tax effects in AOCI to retained earnings and there was no impact on its consolidated financial statements.

~~Hedge Accounting: In August 2017, the FASB issued ASU 2017-12,~~ ~~Targeted Improvements to Accounting for Hedging Activities,~~ to simplify the application of hedge accounting and to better align an entity's risk management activities with the financial reporting of hedging relationships. The Company adopted this ASC amendment and it did not have a material impact on its consolidated financial statements.

Note 2 – Revenue Recognition

Consistent with the Company's change in reportable segments as described in Note 1 – Significant Accounting Policies, the Company has made a change to its revenue disaggregation presentation to align with the new segment structure.The following table presents the Company's revenue into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors:



	Three Months Ended
	March 28, 2020
(in millions)	Propulsion			Parts & Accessories			Boat		Total
Geographic Markets
United States	$	290.9		$	210.9		$	215.5	$	717.3
Europe	69.6			42.8			35.1		147.5
Asia-Pacific	49.3			24.7			5.6		79.6
Canada	14.1			13.7			31.8		59.6
Rest-of-World	24.7			9.5			3.5		37.7
Segment Eliminations	(69.1		)	(7.1		)	—		(76.2		)
Total	$	379.5		$	294.5		$	291.5	$	965.5

Major Product Lines
Outboard Engines	$	353.8		$	—		$	—	$	353.8
Controls, Rigging, and Propellers	57.5			—			—		57.5
Sterndrive Engines	37.3			—			—		37.3
Distribution Parts and Accessories	—			121.3			—		121.3
Advanced Systems Group	—			103.1			—		103.1
Engine Parts and Accessories	—			77.2			—		77.2
Aluminum Freshwater Boats	—			—			120.5		120.5
Recreational Fiberglass Boats	—			—			101.8		101.8
Saltwater Fishing Boats	—			—			59.8		59.8
Business Acceleration	—			—			9.4		9.4
Segment Eliminations	(69.1		)	(7.1		)	—		(76.2		)
Total	$	379.5		$	294.5		$	291.5	$	965.5

Table of Contents

Notes to Condensed Consolidated Financial Statements

(unaudited)


	Three Months Ended										Three Months Ended
	March 30, 2019										March 30, 2019
	Marine Engine			Boat		Fitness		Total
(in millions)											Propulsion			Parts & Accessories			Boat		Total
Geographic Markets
United States	$	524.2		$	273.9	$	115.1	$	913.2		$	309.8		$	214.4		$	273.9	$	798.1
Europe	119.2			36.7		45.4		201.3			73.1			46.1			36.7		155.9
Asia-Pacific	56.1			5.4		35.7		97.2			31.4			24.7			5.4		61.5
Canada	31.3			50.0		6.4		87.7			14.9			16.4			50.0		81.3
Rest-of-World	35.2			7.3		22.6		65.1			23.2			12.0			7.3		42.5
Marine eliminations	(88.6		)	—		—		(88.6		)
Segment Eliminations											(79.0		)	(9.6		)	—		(88.6		)
Total	$	677.4		$	373.3	$	225.2	$	1,275.9		$	373.4		$	304.0		$	373.3	$	1,050.7

Major Product Lines
Propulsion	$	400.0		$	—	$	—	$	400.0
Parts & Accessories	366.0			—		—		366.0
Outboard Engines											$	352.3		$	—		$	—	$	352.3
Controls, Rigging, and Propellers											53.2			—			—		53.2
Sterndrive Engines											46.9			—			—		46.9
Distribution Parts and Accessories											—			124.2			—		124.2
Advanced Systems Group											—			104.0			—		104.0
Engine Parts and Accessories											—			85.4			—		85.4
Aluminum Freshwater Boats	—			166.2		—		166.2			—			—			166.2		166.2
Recreational Fiberglass Boats	—			115.0		—		115.0			—			—			115.0		115.0
Saltwater Fishing Boats	—			90.2		—		90.2			—			—			90.2		90.2
Commercial Cardio Fitness Equipment	—			—		121.5		121.5
Commercial Strength Fitness Equipment	—			—		84.8		84.8
Consumer Fitness Equipment	—			—		18.9		18.9
Other	—			1.9		—		1.9
Marine eliminations	(88.6		)	—		—		(88.6		)
Business Acceleration											—			—			1.9		1.9
Segment Eliminations											(79.0		)	(9.6		)	—		(88.6		)
Total	$	677.4		$	373.3	$	225.2	$	1,275.9		$	373.4		$	304.0		$	373.3	$	1,050.7

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

Three Months Ended
March 31, 2018
Marine Engine Boat Fitness Total
Geographic Markets
United States $ 476.5
$ 274.7
$ 121.6
$ 872.8
Europe 97.8
43.1
53.4
194.3
Asia-Pacific 50.4
7.0
42.1
99.5
Canada 28.9
46.8
7.1
82.8
Rest-of-World 33.5
4.9
20.2
58.6
Marine eliminations (96.6 ) —
—
(96.6 )
Total $ 590.5
$ 376.5
$ 244.4
$ 1,211.4

Major Product Lines
Propulsion $ 379.0
$ —
$ —
$ 379.0
Parts & Accessories 308.1
—
—
308.1
Aluminum Freshwater Boats —
161.6
—
161.6
Recreational Fiberglass Boats —
127.7
—
127.7
Saltwater Fishing Boats —
85.7
—
85.7
Commercial Cardio Fitness Equipment —
—
132.3
132.3
Commercial Strength Fitness Equipment —
—
90.9
90.9
Consumer Fitness Equipment —
—
21.2
21.2
Other —
1.5
—
1.5
Marine eliminations (96.6 ) —
—
(96.6 )
Total $ 590.5
$ 376.5
$ 244.4
$ 1,211.4

As of January 1, ~~2019, $178.7~~2020, $96.2 million of contract liabilities associated with extended warranties and customer deposits ~~and product rebates~~ were reported in Accrued expenses and Other Long-term liabilities, ~~and $28.2~~of which $13.1 million ~~of this amount~~ was recognized as revenue during the three months ended March ~~30, 2019.~~28, 2020. As of March ~~30, 2019,~~28, 2020, total contract liabilities were ~~$187.7~~$95.5 million. The total amount of the transaction price allocated to unsatisfied performance obligations as of March ~~30, 2019~~28, 2020 was ~~$163.1~~$88.8 million for contracts greater than one year, which ~~includes both~~primarily relates to extended ~~warranties and product rebates.~~warranties. The Company expects to recognize approximately ~~$45.3~~$19.1 million of this amount in ~~2019, $57.7~~2020, $20.1 million in ~~2020,~~2021, and ~~$60.1~~$49.6 million thereafter.

Note 3 – ~~Restructuring, Exit, Integration~~Discontinued Operations

On June 27, 2019, the Company completed the sale of its Fitness business to KPS Capital Partners, LP. As a result, the Company classified the assets and ~~Impairment Activities~~liabilities of the Fitness business as held for sale on the Condensed Consolidated Balance Sheets for all prior periods. Additionally, this business, which was previously reported in the Company's Fitness segment, is being reported as discontinued operations in the Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statements of Cash Flows for all periods presented. Refer to Note 3 in the 2019 Form 10-K for further information.

The sale of the Fitness business resulted in net proceeds of $473.7 million and an after-tax loss of $43.9 million. In connection with the sale of its Fitness business, the Company retained assets of $26.4 million primarily related to VAT receivables, and retained liabilities of $45.1 million primarily related to VAT payables, product warranty liabilities and certain employee benefits. As ~~discussed~~of March 28, 2020, retained assets and liabilities were $11.1 million and $30.4 million, respectively.

Table of Contents

Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table discloses the results of operations of the business reported as discontinued operations for the three months ended March 28, 2020 and March 30, 2019, respectively:



(in millions)	March 28, 2020			March 30, 2019
Net sales	$	—		$	225.2
Cost of sales	—			167.1
Selling, general and administrative expense ^(A)	0.8			56.4
Research and development expense	—			6.2
Restructuring, exit and impairment charges ^(B)	—			138.3
Loss from discontinued operations before income taxes ^{(A) (B)}	$	(0.8	)	$	(142.8	)
Income tax benefit	(0.2		)	(30.3		)
Loss from discontinued operations, net of tax ^{(B) (A)}	(0.6		)	(112.5		)
Loss on disposal of discontinued operations, net of tax ^(C)	(1.1		)	—
Net loss from discontinued operations, net of tax	$	(1.7	)	$	(112.5	)

(A) The Company recorded $7.8 million for the three months ended March 30, 2019 of net costs incurred in ~~Note 9 – Goodwill and Other Intangibles, in~~connection with the sale of the Fitness business.

(B) In the first quarter of 2019, the Company ~~determined that~~re-evaluated the ~~carrying~~fair value of ~~its~~the Fitness reporting unit and determined the fair value of the business was ~~in excess of~~less than its ~~fair~~carrying value. As a result, the Company recorded a $137.2 million ($103.0 million after tax) goodwill impairment charge for the three months ended March 30, 2019.

(C) Loss on disposal of ~~$137.2~~discontinued operations, net of tax, for the three months ended March 28, 2020 includes a pre-tax loss of $1.5 million ~~within~~and a tax benefit of $0.4 million.

There were no assets and liabilities held for sale related to discontinued operations as of March 28, 2020. The following table reflects the summary of assets and liabilities held for sale as of March 30, 2019 primarily related to the Fitness ~~segment.~~business included in discontinued operations:



(in millions)	March 30, 2019
Accounts and notes receivable, net	$	184.5
Net inventory	173.8
Prepaid expenses and other	11.1
Current assets held for sale	369.4

Net property ^(A)	107.6
Goodwill	252.3
Other intangibles, net	58.6
Other long-term assets	74.0
Long-term assets held for sale	492.5
Assets held for sale	$	861.9

Accounts payable	$	52.7
Accrued expenses	188.2
Current liabilities held for sale	240.9

Other liabilities	119.3
Long-term liabilities held for sale	119.3
Liabilities held for sale	$	360.2

(A) As of March 30, 2019, the ~~first quarter~~Company had $8.9 million of net long-term assets classified as held for sale that were not related to the business reported as discontinued operations.

Table of Contents

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 4 – Restructuring, Exit and Impairment Activities

During 2019, the Company recorded restructuring charges within the Boat segment related to consolidating its commercial and government products operations in order to rationalize its product line to better align with customer demand.

In ~~the first quarter of 2019,~~addition, the Company ~~recorded charges within Corporate for~~announced headcount reductions aimed at streamlining the cost ~~structure.~~structure of its enterprise-wide general and administrative functions. These actions resulted in charges during the three months ended March 28, 2020 and March 30, 2019.

~~In the first quarter of 2019 and 2018, the Company implemented headcount reductions in the Fitness segment aimed at improving general operating efficiencies.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

The Company recorded restructuring, exit ~~integration~~ and impairment charges in the Condensed Consolidated Statements of Comprehensive Income as a result of the activities described above. The following table is a summary of the expense associated with the restructuring, exit ~~integration~~ and impairment activities discussed above for the three months ended March ~~30, 2019~~28, 2020 and March ~~31, 2018, as discussed above:~~30, 2019:



	March 28, 2020									March 30, 2019
(in millions)	Parts & Accessories		Boat			Corporate		Total		Boat		Corporate		Total
Restructuring and exit activities:
Employee termination and other benefits	$	0.3	$	(0.0	)	$	0.1	$	0.4	$	0.4	$	1.2	$	1.6
Current asset write-downs	—		—			—		—		0.2		—		0.2
Other	—		—			—		—		0.1		—		0.1
Definite-lived and other asset impairments	—		—			—		—		1.3		—		1.3
Total restructuring, exit and impairment charges	$	0.3	$	(0.0	)	$	0.1	$	0.4	$	2.0	$	1.2	$	3.2

Total cash payments for restructuring, exit and impairment charges ^(A)	$	0.6	$	2.2		$	1.0	$	3.8	$	5.0	$	0.2	$	5.2
Accrued charges at end of the period ^(B)	$	1.0	$	3.8		$	0.6	$	5.4	$	10.8	$	1.7	$	12.5

March 30, 2019 March 31, 2018
(in millions) Fitness Boat Corporate Total Fitness Boat Total
Restructuring and exit activities:
Employee termination and other benefits $ 1.1
$ 0.4
$ 1.2
$ 2.7
$ 0.8
$ 2.0
$ 2.8
Current asset write-downs (gains on disposal) —
0.2
—
0.2
(0.4 ) —
(0.4 )
Professional fees —
—
—
—
—
0.6
0.6
Other —
0.1
—
0.1
—
—
—
Asset disposition and impairment actions:
Goodwill impairment 137.2
—
—
137.2
—
—
—
Definite-lived and other asset impairments —
1.3
—
1.3
—
—
—
Integration activities:
Employee termination and other benefits —
—
—
—
0.0
—
0.0
Professional fees —
—
—
—
0.7
—
0.7
Other —
—
—
—
0.1
—
0.1
Total restructuring, exit, integration and impairment charges $ 138.3
$ 2.0
$ 1.2
$ 141.5
$ 1.2
$ 2.6
$ 3.8

Total cash payments for restructuring, exit, integration and impairment charges ^(A)
$ 0.7
$ 5.0
$ 0.2
$ 5.9
$ 2.0
$ 0.2
$ 2.5
Accrued charges at end of the period ^(B)
$ 4.0
$ 10.8
$ 2.0
$ 16.8
$ 4.4
$ 3.4
$ 8.0

(A) ~~Total cash~~Cash payments for the three months ended March ~~31, 2018 also include $0.3 million of payments for Corporate restructuring, exit, integration~~28, 2020 and ~~impairment charges. Cash payments~~March 30, 2019 may include payments related to prior period charges.

(B) Restructuring, exit ~~integration~~ and impairment charges accrued as of March ~~31, 2018 also include $0.2 million of Corporate charges. The accrued charges as of March 30, 2019~~28, 2020 are expected to be paid primarily during ~~2019 and~~ 2020.

Note 45 – Acquisitions

~~2018~~2019 Acquisitions

On ~~August 9, 2018,~~May 21, 2019, the Company ~~completed its acquisition~~acquired 100 percent of the Global Marine & Mobile business of Power Products Holdings, LLC (Power Products) for $909.6 million in cash, on a cash-free, debt-free basis. Brunswick used proceeds from a combination of 364-day, three-year and five-year term loans (Term Loans) totaling $800.0 million as described in the 2018 Form 10-K along with cash on hand to fund this acquisition.

~~Power Products is~~Freedom Boat Club, a leading ~~provider of electrical products to marine and other recreational and specialty vehicle markets.~~boat club operator based in Florida. The acquisition ~~advances Brunswick’s leadership by adding integrated electrical systems solutions~~expands the Company's presence and scale within the emerging and fast-growing boat club market, providing its

members access to ~~the marine market and an array~~a fleet of ~~other mobile, specialty vehicle and industrial applications. Power Products~~boats. Freedom Boat Club is ~~managed~~included as part of the ~~Marine Engine~~Company's Boat segment.

The net cash consideration the Company paid to acquire Freedom Boat Club was $64.1 million. The preliminary opening balance sheet included $29.2 million of identifiable intangible assets, including customer relationships, franchise agreements and trade names for $11.1 million, $4.9 million and $13.2 million, respectively, along with $26.4 million of goodwill, most of which is deductible for tax purposes. The amount assigned to Freedom Boat Club's customer relationships and franchise agreements will be amortized over their estimated useful lives of approximately 10 years and 15 years, respectively. The purchase price allocation for ~~the assets acquired and liabilities assumed~~certain deferred tax balances is preliminary and subject to change within the allowed measurement period as the Company finalizes its fair value estimates. ~~The following table is a summary of the assets acquired, liabilities assumed and net cash consideration paid for the Power Products acquisition during 2018:~~

~~Notes~~Refer to ~~Condensed Consolidated Financial Statements~~

~~(unaudited)~~

(in millions) Fair Value Useful Life
Accounts and notes receivable $ 38.3

Inventory 64.3

Goodwill ^{(A) (B)}
348.6

Trade names 111.0
Indefinite
Customer relationships 430.0
15 years
Property and equipment 10.6

Other assets 5.6

Total assets acquired 1,008.4

Accounts payable ^(B)
24.3

Accrued expenses ^(B)
19.8

Deferred tax liabilities 54.7

Total liabilities assumed 98.8

Net cash consideration paid $ 909.6

~~(A) The goodwill recorded for the acquisition of Power Products is partially deductible for tax purposes.~~

~~(B) Includes $4.4 million of purchase accounting adjustments~~Note 5 in the ~~first quarter of~~ 2019 ~~related to contingency reserves.~~Form 10-K for further information.

~~Pro Forma Financial Information (Unaudited)~~

The pro forma information has been prepared as if the Power Products acquisition and the related debt financing had occurred on January 1, 2018. These pro forma results are based on estimates and assumptions which the Company believes to be reasonable. They are not the results that would have been realized had the acquisition actually occurred on January 1, 2018 and are not necessarily indicative of Brunswick's consolidated net earnings in future periods. The pro forma results include adjustments primarily related to interest expense on the Term Loans and amortization of intangible assets.

Three Months Ended
(in millions) March 30, 2019 March 31, 2018
Pro forma Net sales $ 1,275.9
$ 1,272.7
Pro forma Operating earnings (loss) (28.6 ) 93.8
Pro forma Net earnings (loss) (34.9 ) 59.2

~~The pro forma results reflect an effective income tax rate of 23.9 percent and 22.5 percent for the three months ended March 30, 2019 and March 31, 2018, respectively.~~

Note 56 – 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 1514 in the Notes to Consolidated Financial Statements in the ~~2018~~2019 Form 10-K for further details regarding the Company's financial instruments and hedging policies.

~~Foreign Currency Derivatives.~~ ~~Forward exchange~~Commodity Price. The Company uses commodity swaps to hedge anticipated purchases of aluminum. As of March 28, 2020, the notional value of commodity swap contracts outstanding was $1.2 million and the contracts mature through 2021. The Company had no outstanding commodity swap contracts at ~~March 30, 2019,~~both December 31, ~~2018~~2019 and ~~March 31, 2018 had notional contract values of $493.8 million, $424.1 million and $436.0 million, respectively. There were no option contracts outstanding at~~ March 30, 2019. ~~Option contracts outstanding at December 31, 2018~~The amount of gain or loss associated with the change in fair value of these instruments is deferred in Accumulated other comprehensive loss and ~~March 31, 2018 had notional contract values~~recognized

Table of $27.2 million and $18.0 million, respectively. The forward contracts outstanding at March 30, 2019 mature through 2020 and mainly relate to the Euro, Japanese yen, Canadian dollar and Australian dollar. As of March 30, 2019, the Company estimates

Contents

Notes to Condensed Consolidated Financial Statements

(unaudited)

in Cost of sales in the same period or periods during which the hedged transaction affects earnings. As of March 28, 2020, the Company estimates that during the next 12 months it will reclassify approximately ~~$6.8~~$0.1 million in net losses (based on current prices) from Accumulated other comprehensive loss to Cost of sales.

Foreign Currency Derivatives. Forward exchange contracts outstanding at March 28, 2020, December 31, 2019 and March 30, 2019 had notional contract values of $281.1 million, $332.5 million and $375.6 million, respectively. The notional contract values of option contracts outstanding totaled $17.8 million at both March 28, 2020 and December 31, 2019. The Company had no outstanding option contracts as of March 30, 2019. The forward contracts outstanding at March 28, 2020 mature through 2021 and mainly relate to the Euro, Canadian dollar, Australian dollar and Japanese yen. As of March 28, 2020, the Company estimates that during the next 12 months, it will reclassify approximately $8.8 million of net gains (based on current rates) from Accumulated other comprehensive loss to Cost of sales.

Interest Rate Derivatives. The Company ~~enters~~previously entered into fixed-to-floating interest rate swaps to convert a portion of ~~the Company's~~its long-term debt from fixed to floating rate debt. In the second half of 2019, the Company settled its fixed-to-floating interest rate swaps, resulting in a net deferred gain of $2.5 million included within Debt. The Company will reclassify $0.7 million of net deferred gains from Debt to Interest expense during the next 12 months. As a result, there are no outstanding interest rate swaps as of March 28, 2020 or December 31, 2019. As of March 30, 2019, ~~December 31, 2018 and March 31, 2018,~~ the outstanding swaps had a total notional contract ~~values~~value of $200.0 ~~million, of which $150.0 million corresponds to the Company's 4.625 percent Senior notes due 2021 and $50.0 million corresponds to the Company's 7.375 percent Debentures due 2023.~~million. These instruments have been designated as fair value hedges, with the fair value recorded in long-term debt.

As of March ~~30, 2019,~~28, 2020, December 31, ~~2018~~2019 and March ~~31, 2018,~~30, 2019, the Company had ~~$2.4~~$1.8 million, ~~$2.5~~$2.0 million and ~~$3.2~~$2.4 million, respectively, of net deferred losses associated with all settled forward-starting interest rate swaps, which were designated as cash flow hedges with gains and losses included in Accumulated other comprehensive loss. As of March ~~30, 2019,~~28, 2020, the Company estimates that during the next 12 months, it will reclassify approximately $0.6 million of net losses resulting from settled forward-starting interest rate swaps from Accumulated other comprehensive loss to Interest expense.

As of March ~~30, 2019,~~28, 2020, December 31, ~~2018~~2019 and March ~~31, 2018,~~30, 2019, the fair values of the Company’s derivative instruments were:


(in millions)
		Derivative Assets							Derivative Liabilities								Derivative Assets							Derivative Liabilities
Instrument		Balance Sheet Location	Fair Value						Balance Sheet Location	Fair Value							Balance Sheet Location	Fair Value						Balance Sheet Location	Fair Value
			Mar 30, 2019		Dec 31, 2018		Mar 31, 2018			Mar 30, 2019		Dec 31, 2018		Mar 31, 2018				Mar 28, 2020		Dec 31, 2019		Mar 30, 2019			Mar 28, 2020		Dec 31, 2019		Mar 30, 2019
Derivatives Designated as Cash Flow Hedges	Derivatives Designated as Cash Flow Hedges															Derivatives Designated as Cash Flow Hedges
Foreign exchange contracts		Prepaid expenses and other	$	6.9	$	8.1	$	2.8	Accrued expenses	$	1.0	$	1.1	$	5.8		Prepaid expenses and other	$	9.7	$	4.1	$	5.9	Accrued expenses	$	3.3	$	2.3	$	0.2
Commodity contracts																	Prepaid expenses and other	—		—		—		Accrued expenses	0.1		—		—
Total																		$	9.7	$	4.1	$	5.9		$	3.4	$	2.3	$	0.2

Derivatives Designated as Fair Value Hedges	Derivatives Designated as Fair Value Hedges															Derivatives Designated as Fair Value Hedges
Interest rate contracts		Prepaid expenses and other	$	0.0	$	0.0	$	2.9	Accrued expenses	$	0.2	$	0.1	$	2.6		Prepaid expenses and other	$	—	$	—	$	—	Accrued expenses	$	—	$	—	$	0.2
Interest rate contracts		Other long-term assets	0.9		—		—		Other long-term liabilities	0.4		1.8		2.8			Other long-term assets	—		—		0.9		Other long-term liabilities	—		—		0.4
Total			$	0.9	$	0.0	$	2.9		$	0.6	$	1.9	$	5.4			$	—	$	—	$	0.9		$	—	$	—	$	0.6

Other Hedging Activity	Other Hedging Activity															Other Hedging Activity
Foreign exchange contracts		Prepaid expenses and other	$	1.3	$	1.0	$	0.4	Accrued expenses	$	0.2	$	0.1	$	0.5		Prepaid expenses and other	$	2.6	$	0.1	$	1.0	Accrued expenses	$	0.2	$	0.9	$	0.0

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Notes to Condensed Consolidated Financial Statements

(unaudited)

The effect of derivative instruments on the Condensed Consolidated Statements of Comprehensive Income for the three months ended March ~~30, 2019~~28, 2020 and March ~~31, 2018~~30, 2019 was:


(in millions)
Derivatives Designated as Cash Flow Hedging Instruments	Amount of Gain (Loss) on Derivatives Recognized in Accumulated Other Comprehensive Loss					Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings						Amount of Gain (Loss) on Derivatives Recognized in Accumulated Other Comprehensive Loss					Location of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings	Amount of Gain (Loss) Reclassified from Accumulated Other Comprehensive Loss into Earnings
	Mar 30, 2019		Mar 31, 2018				Mar 30, 2019			Mar 31, 2018			Mar 28, 2020			Mar 30, 2019			Mar 28, 2020			Mar 30, 2019
Interest rate contracts	$	—	$	—		Interest expense	$	(0.1	)	$	(0.3	)	$	—		$	—	Interest expense	$	(0.1	)	$	(0.1	)
Foreign exchange contracts	1.5		(3.6		)	Cost of sales	2.8			(2.6		)	9.5			1.5		Cost of sales	2.7			2.8
Commodity contracts													(0.1		)	—		Cost of sales	—			—
Total	$	1.5	$	(3.6	)		$	2.7		$	(2.9	)	$	9.4		$	1.5		$	2.6		$	2.7

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~


Derivatives Designated as Fair Value Hedging Instruments	Location of Gain (Loss) on Derivatives Recognized in Earnings	Amount of Gain (Loss) on Derivatives Recognized in Earnings					Location of Gain (Loss) on Derivatives Recognized in Earnings	Amount of Gain (Loss) on Derivatives Recognized in Earnings
		Mar 30, 2019			Mar 31, 2018			Mar 28, 2020		Mar 30, 2019
Interest rate contracts	Interest expense	$	(0.1	)	$	0.2	Interest expense	$	0.2	$	(0.1	)



Other Hedging Activity	Location of Gain (Loss) on Derivatives Recognized in Earnings	Amount of Gain (Loss) on Derivatives Recognized in Earnings
		March 28, 2020		March 30, 2019
Foreign exchange contracts	Cost of sales	$	4.8	$	1.5
Foreign exchange contracts	Other income (expense), net	1.1		0.0
Total		$	5.9	$	1.5

Other Hedging Activity
Location of Gain (Loss) on Derivatives
Recognized in Earnings
Amount of Gain (Loss) on Derivatives Recognized in Earnings
Mar 30, 2019 Mar 31, 2018
Foreign exchange contracts Cost of sales $ 1.3
$ (3.7 )
Foreign exchange contracts Other expense, net 0.0
(1.1 )
Total $ 1.3
$ (4.8 )

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. At March ~~30, 2019,~~28, 2020, December 31, ~~2018~~2019 and March ~~31, 2018,~~30, 2019, the fair value of the Company’s long-term debt, including short-term debt and current maturities, was approximately ~~$1,363.0~~$1,503.0 million, ~~$1,292.9~~$1,214.6 million and ~~$497.6~~$1,363.0 million, respectively, and was determined using Level 1 and Level 2 inputs described in Note 87 to the Notes to Consolidated Financial Statements in the ~~2018~~2019 Form 10-K. The carrying value of long-term debt, including short-term debt and current maturities, was ~~$1,310.1~~$1,516.6 million, ~~$1,226.4~~$1,131.6 million and ~~$438.8~~$1,310.1 million as of March 28, 2020, December 31, 2019 and March 30, 2019, ~~December 31, 2018 and March 31, 2018,~~ respectively.

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Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 67 – Fair Value Measurements

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 28, 2020:



(in millions)	Level 1		Level 2		Total
Assets:
Cash equivalents	$	0.2	$	—	$	0.2
Short-term investments in marketable securities	0.8		—		0.8
Restricted cash	11.6		—		11.6
Derivatives	—		12.3		12.3
Total assets	$	12.6	$	12.3	$	24.9

Liabilities:
Derivatives	$	—	$	3.6	$	3.6
Deferred compensation	0.5		14.6		15.1
Total liabilities at fair value	$	0.5	$	18.2	$	18.7
Liabilities measured at net asset value					7.5
Total liabilities					$	26.2

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2019:



(in millions)	Level 1		Level 2		Total
Assets:
Cash equivalents	$	0.3	$	—	$	0.3
Short-term investments in marketable securities	0.8		—		0.8
Restricted cash	11.6		—		11.6
Derivatives	—		4.2		4.2
Total assets	$	12.7	$	4.2	$	16.9

Liabilities:
Derivatives	$	—	$	3.2	$	3.2
Deferred compensation	1.2		18.8		20.0
Total liabilities at fair value	$	1.2	$	22.0	$	23.2
Liabilities measured at net asset value					8.5
Total liabilities					$	31.7

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Notes to Condensed Consolidated Financial Statements

(unaudited)

The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 30, 2019:



(in millions)	Level 1		Level 2		Total
Assets:
Cash equivalents	$	0.2	$	—	$	0.2
Short-term investments in marketable securities	0.8		—		0.8
Restricted cash	9.1		—		9.1
Derivatives	—		7.8		7.8
Total assets	$	10.1	$	7.8	$	17.9

Liabilities:
Derivatives	$	—	$	0.8	$	0.8
Deferred compensation	3.8		22.2		26.0
Total liabilities at fair value	$	3.8	$	23.0	$	26.8
Liabilities measured at net asset value					10.2
Total liabilities					$	37.0

(in millions) Level 1 Level 2 Total
Assets:
Cash equivalents $ 0.2
$ —
$ 0.2
Short-term investments in marketable securities 0.8
—
0.8
Restricted cash 9.1
—
9.1
Derivatives —
9.1
9.1
Total assets $ 10.1
$ 9.1
$ 19.2

Liabilities:

Derivatives $ —
$ 1.8
$ 1.8
Deferred compensation 3.8
24.6
28.4
Total liabilities at fair value $ 3.8
$ 26.4
$ 30.2
Liabilities measured at net asset value 10.2
Total liabilities $ 40.4

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2018:~~

(in millions) Level 1 Level 2 Total
Assets:
Short-term investments in marketable securities $ 0.8
$ —
$ 0.8
Restricted cash 9.0
—
9.0
Derivatives —
9.1
9.1
Total assets $ 9.8
$ 9.1
$ 18.9

Liabilities:

Derivatives $ —
$ 3.1
$ 3.1
Deferred compensation 3.5
22.9
26.4
Total liabilities at fair value $ 3.5
$ 26.0
$ 29.5
Liabilities measured at net asset value 10.2
Total liabilities $ 39.7

~~The following table summarizes the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2018:~~

(in millions) Level 1 Level 2 Total
Assets:
Short-term investments in marketable securities $ 0.8
$ —
$ 0.8
Restricted cash 9.4
—
9.4
Derivatives —
6.1
6.1
Total assets $ 10.2
$ 6.1
$ 16.3

Liabilities:

Derivatives $ —
$ 11.7
$ 11.7
Deferred compensation 3.6
27.8
31.4
Total liabilities at fair value $ 3.6
$ 39.5
$ 43.1
Liabilities measured at net asset value 8.8
Total liabilities $ 51.9

In addition to the items shown in the tables above, refer to Note 187 in the Notes to Consolidated Financial Statements in the ~~2018~~2019 Form 10-Kfor further ~~discussion~~information regarding the fair value measurements associated with the Company’s postretirement benefit plans.

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

Note 78 – Share-Based Compensation

Under the Brunswick Corporation 2014 Stock Incentive Plan, the Company may grant stock appreciation rights (SARs), non-vested stock units and awards and performance awards to executives, other employees and non-employee directors from treasury shares and from authorized, but unissued, shares of common stock initially available for grant, in addition to: (i) the forfeiture of past stock units and awards; (ii) shares not issued upon the net settlement of SARs; or (iii) shares delivered to or withheld by the Company to pay the withholding taxes related to stock units and awards. As of March ~~30, 2019, 4.9~~28, 2020, 4.8 million shares remained available for grant.

Share grant amounts, fair values, and fair value assumptions reflect all outstanding stock units and awards for both continuing and discontinued operations.

Non-Vested Stock ~~Awards~~Units

The Company grants both stock-settled and cash-settled non-vested stock units ~~and awards~~ to key employees as determined by management and the Human Resources and Compensation Committee of the Board of Directors. The Company granted 0.2 million and 0.3 million of stock ~~awards~~units during ~~both~~ the three months ended March 28, 2020 and March 30, 2019, ~~and March 31, 2018.~~respectively. The Company recognizes the cost of non-vested stock units ~~and awards~~ on a straight-line basis over the requisite vesting period. Additionally, cash-settled non-vested stock units ~~and awards~~ are recorded as a liability on the balance sheet and adjusted to fair value each reporting period through stock compensation expense. During the three months ended March ~~30, 2019~~28, 2020 and March ~~31, 2018,~~30, 2019, the Company charged ~~$2.6~~$2.0 million and ~~$2.5~~$2.1 million, respectively, to compensation expense for non-vested stock ~~awards.~~units.

As of March ~~30, 2019,~~28, 2020, there was ~~$27.1~~$22.7 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements. The Company expects this cost to be recognized over a weighted average period of ~~2.4~~1.8 years.

Performance Awards

In both February of ~~2019~~2020 and ~~2018,~~2019, the Company granted 0.1 million performance shares to certain senior executives. Performance share awards are based on three performance measures: a cash flow return on investment (CFROI) measure, an operating margin (OM) measure and a total shareholder return (TSR) modifier. Performance shares are earned based on a three-year performance period commencing at the beginning of the calendar year of each grant. The performance shares earned are then

Table of Contents

Notes to Condensed Consolidated Financial Statements

(unaudited)

subject to a TSR modifier based on the Company's stock returns measured against stock returns of a predefined comparator group over a three-year performance period. Additionally, in February ~~2019~~2020 and ~~2018,~~2019, the Company granted ~~24,605~~26,750 and ~~24,490~~24,605 performance shares, respectively, to certain officers and certain senior managers based on the respective measures and performance periods described above but excluding the TSR modifier. During the three months ended March ~~30, 2019~~28, 2020 and March ~~31, 2018,~~30, 2019, the Company recognized a benefit of $2.1 million and a charge of $0.7 million, ~~and a benefit of $0.5 million,~~ respectively, to compensation expense based on projections of probable attainment of the performance measures and the projected TSR modifier used to determine the performance awards.

The fair values of the senior executives' performance share award grants with a TSR modifier for grants in 2020 and 2019 were $64.72 and ~~2018 were~~ $49.64, ~~and $61.59,~~ respectively, which were estimated using the Monte Carlo valuation model, and incorporated the following assumptions:



	2020		2019
Risk-free interest rate	1.4	%	2.9	%
Dividend yield	1.5	%	1.7	%
Volatility factor	46.6	%	41.0	%
Expected life of award	2.9 years		2.9 years

2019 2018
Risk-free interest rate 2.9 % 2.4 %
Dividend yield 1.7 % 1.3 %
Volatility factor 41.0 % 38.9 %
Expected life of award 2.9 years
2.9 years

The fair value of certain officers' and certain senior managers' performance awards granted based solely on the CFROI and OM performance factors was $61.91 and $47.61 in 2020 and ~~$57.19 in~~ 2019, ~~and 2018,~~ respectively, which was equal to the stock price on the date of grant in ~~2019~~2020 and ~~2018,~~2019, respectively, less the present value of expected dividend payments over the vesting period.

As of March ~~30, 2019,~~28, 2020, the Company had $8.4 million of total unrecognized compensation cost related to performance awards. The Company expects this cost to be recognized over a weighted average period of 1.5 years.

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

Director Awards

The Company issues stock awards to non-employee directors in accordance with the terms and conditions determined by the Nominating and Corporate Governance Committee of the Board of Directors. A portion of each director’s annual fee is paid in Brunswick common stock, the receipt of which may be deferred until a director retires from the Board of Directors. Each director may elect to have the remaining portion paid in cash, in Brunswick common stock distributed at the time of the award, or in deferred Brunswick common stock with a 20 percent premium.

Note 89 – Commitments and Contingencies

There were no material changes during the three months ended March 30, 2019 to the financial commitments or the legal and environmental contingencies that were discussed in Note 14 in the Notes to Consolidated Financial Statements in the 2018 Form 10-K.

Product Warranties

The following activity related to product warranty liabilities was recorded in Accrued expenses during the three months ended March ~~30, 2019~~28, 2020 and March ~~31, 2018:~~30, 2019:



(in millions)	March 28, 2020			March 30, 2019
Balance at beginning of period	$	117.6		$	116.8
Payments - Recurring	(11.6		)	(12.8		)
Payments - Sport Yacht and Yachts and Fitness businesses	(1.7		)	(4.0		)
Provisions/additions for contracts issued/sold	13.8			15.1
Aggregate changes for preexisting warranties	(1.3		)	0.3
Foreign currency translation	(0.8		)	0.0
Balance at end of period	$	116.0		$	115.4

(in millions) March 30,
2019 March 31,
2018
Balance at beginning of period $ 141.9
$ 127.2
Payments made (23.4 ) (16.2 )
Provisions/additions for contracts issued/sold 18.9
19.0
Aggregate changes for preexisting warranties 0.1
(4.3 )
Foreign currency translation (0.0 ) 0.7
Other 0.5
(0.1 )
Balance at end of period $ 138.0
$ 126.3

Extended Product Warranties

The following activity related to deferred revenue for extended product warranty contracts was recorded in Accrued expenses and Other long-term liabilities during the three months ended March ~~30, 2019~~28, 2020 and March ~~31, 2018:~~30, 2019:

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Notes to Condensed Consolidated Financial Statements

(unaudited)

(in millions) March 30,
2019 March 31,
2018
Balance at beginning of period $ 133.1
$ 112.1
Extended warranty contracts sold 16.8
12.9
Revenue recognized on existing extended warranty contracts (14.1 ) (10.1 )
Foreign currency translation 0.1
0.5
Balance at end of period $ 135.9
$ 115.4



(in millions)	March 28, 2020			March 30, 2019
Balance at beginning of period	$	75.3		$	66.4
Extended warranty contracts sold	5.7			5.4
Revenue recognized on existing extended warranty contracts	(3.9		)	(3.5		)
Foreign currency translation	(0.4		)	0.0
Other	(0.1		)	(0.1		)
Balance at end of period	$	76.6		$	68.2

Note 910 – Goodwill and Other Intangibles

Effective January 1, 2020, the Company changed its management reporting and updated its reportable segments to Propulsion, Parts and Accessories (P&A) and Boat (inclusive of Business Acceleration) to align with its strategy. Refer to Note 11 – Segment Data for further information on the Company's reportable segments. As a result, the Company reallocated goodwill to its reporting units within the Propulsion and P&A segments based on each reporting unit's relative fair value.

Changes in the Company's goodwill during the three months ended March 28, 2020, by segment, are summarized below:



(in millions)	December 31, 2019		Adjustments			March 28, 2020
Propulsion ^(A)	$	14.5	$	(0.7	)	$	13.8
Parts and Accessories ^(A)	371.9		(0.3		)	371.6
Boat	28.6		—			28.6
Total	$	415.0	$	(1.0	)	$	414.0

(A) In the 2019 Form 10-K, goodwill for Propulsion and Parts and Accessories were presented within the Marine Engine segment.

Changes in the Company's goodwill during the three months ended March 30, 2019, by segment, are summarized below:


(in millions)	December 31, 2018		Impairments			Adjustments			March 30, 2019		December 31, 2018		Adjustments		March 30, 2019
Marine Engine	$	375.1	$	—		$	4.5		$	379.6
Propulsion ^(A)											$	14.6	$	—	$	14.6
Parts and Accessories ^(A)											360.5		4.5		365.0
Boat	2.2		—			—			2.2		2.2		—		2.2
Fitness	389.8		(137.2		)	(0.3		)	252.3
Total	$	767.1	$	(137.2	)	$	4.2		$	634.1	$	377.3	$	4.5	$	381.8

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~Changes in~~(A) In the ~~Company's~~2019 Form 10-K, goodwill ~~during the three months ended March 31, 2018, by segment, are summarized below:~~

(in millions) December 31,
2017 Impairments Adjustments March 31,
2018
Marine Engine $ 31.7
$ —
$ 1.2
$ 32.9
Boat 2.2
—
—
2.2
Fitness 391.4
—
1.8
393.2
Total $ 425.3
$ —
$ 3.0
$ 428.3

~~Due to recent, significant progress made toward the planned Fitness business separation~~for Propulsion and the strong level of buyer interest in the sales process, the Company re-evaluated the fair value of the Fitness reporting unit in the first quarter of 2019. To assess fair value, the Company performed a quantitative test using a combination of the market approachParts and the income approach. Fair value under the market approach was informed by significant progress made on the sale process during the quarter. The income approach calculates the fair value of the reporting unit using a discounted cash flow approach utilizing a Gordon Growth model. Internally forecasted future cash flows are discounted using a weighted average cost of capital (Discount Rate) developed for each reporting unit. The Discount Rate is developed using market observable inputs, as well as considering whether or not there is a measure of risk related to the specific reporting unit’s forecasted performance.

As a result of performing the fair value test, the Company determined the fair value of the Fitness reporting unit was less than its carrying value resulting in a pre-tax goodwill impairment charge of $137.2 million ($103.0 million after tax) for the three months ended March 30, 2019. The impairment was calculated in accordance with ASU 2017-04 as discussed in ~~Note 1 - Significant Accounting Policies~~ ~~in the Notes to Condensed Consolidated Financial Statements. The charge was recorded~~Accessories were presented within the ~~Company’s Fitness segment within Restructuring, exit, integration and impairment in the Condensed Consolidated Statements of Comprehensive Income.~~Marine Engine segment.

Adjustments for the three months ended March 30, 2019 mainly relate to refining purchase accounting related to the Power Products acquisition. See Note 45 – Acquisitions for further details on the Company's acquisitions. Adjustments in both periods include the effect of foreign currency translation on goodwill denominated in currencies other than the U.S. dollar.

~~As of March 30, 2019 the Company had $137.2 million of accumulated impairment loss on Goodwill.~~ There was no accumulated impairment loss on Goodwill as of March 28, 2020, December 31, ~~2018~~2019 and March ~~31, 2018.~~30, 2019.

The Company's intangible assets, included within Other intangibles, net on the Condensed Consolidated Balance Sheets as of March ~~30, 2019,~~28, 2020, December 31, ~~2018~~2019 and March ~~31, 2018,~~30, 2019, are summarized by intangible asset type below:



	March 28, 2020					December 31, 2019					March 30, 2019
(in millions)	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
Intangible assets:
Customer relationships ^(A)	$	686.6	$	(282.3	)	$	687.0	$	(274.6	)	$	675.9	$	(251.2	)
Trade names	165.5		—			165.8		—			152.6		—
Other ^(A)	18.3		(13.1		)	18.4		(13.1		)	13.5		(12.7		)
Total	$	870.4	$	(295.4	)	$	871.2	$	(287.7	)	$	842.0	$	(263.9	)

March 30, 2019 December 31, 2018 March 31, 2018
(in millions) Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization
Intangible assets:
  Customer relationships $ 734.3
$ (265.2 ) $ 734.4
$ (256.5 ) $ 306.5
$ (240.1 )
  Trade names 164.5
(0.6 ) 164.4
—
76.1
—
  Other 22.4
(18.7 ) 22.3
(18.2 ) 22.6
(17.1 )
    Total $ 921.2
$ (284.5 ) $ 921.1
$ (274.7 ) $ 405.2
$ (257.2 )

(A) The ~~Company's intangible assets, included within~~weighted average remaining amortization period for Customer relationships and Other intangibles ~~net on the Condensed Consolidated Balance Sheets~~assets were 13.3 years and 11.7 years, respectively, as of March ~~30, 2019, December 31, 2018 and March 31, 2018, are summarized by segment below:~~28, 2020.

March 30, 2019 December 31, 2018 March 31, 2018
(in millions) Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization
Intangible assets:
  Marine Engine $ 618.6
$ (59.7 ) $ 618.3
$ (52.0 ) $ 79.1
$ (39.2 )
  Boat 223.4
(204.2 ) 223.4
(203.9 ) 223.6
(203.2 )
  Fitness 79.2
(20.6 ) 79.4
(18.8 ) 102.5
(14.8 )
    Total $ 921.2
$ (284.5 ) $ 921.1
$ (274.7 ) $ 405.2
$ (257.2 )

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Notes to Condensed Consolidated Financial Statements

(unaudited)

Other intangible assets primarily consist of ~~patents.~~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 ~~$9.8~~$8.0 million and ~~$2.2~~$7.9 million for the three months ended March 28, 2020 and March 30, 2019, respectively.

The Company's intangible assets, included within Other intangibles, net on the Condensed Consolidated Balance Sheets as of March 28, 2020, December 31, 2019 and March ~~31, 2018, respectively.~~30, 2019, are summarized by segment below:



	March 28, 2020					December 31, 2019					March 30, 2019
(in millions)	Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization			Gross Amount		Accumulated Amortization
Propulsion	$	1.0	$	(0.5	)	$	1.0	$	(0.5	)	$	1.0	$	(0.5	)
Parts and Accessories	616.9		(89.2		)	617.6		(81.9		)	617.6		(59.2		)
Boat	252.5		(205.7		)	252.6		(205.3		)	223.4		(204.2		)
Total	$	870.4	$	(295.4	)	$	871.2	$	(287.7	)	$	842.0	$	(263.9	)

The Company tests its intangible assets for impairment during the fourth quarter of each year, or whenever a significant change in events and circumstances (triggering event) occurs that indicates the fair value of intangible assets may be below their carrying values. The Company determined the COVID-19 pandemic was a triggering event and, as a result, performed an interim impairment test of certain intangible assets as of March 28, 2020. The Company considered both quantitative and qualitative factors in its analysis and determined the fair values of its intangible assets were not “more-likely-than-not” lower than their carrying values. As such, the Company did not record an impairment charge during the three months ended March 28, 2020. The Company will continue to monitor the impacts of COVID-19 and assess the need for further testing going forward.

Note 1011 – Segment Data

Change in Reportable Segments

Concurrent with this change, the Company has changed its measurement of segment profit and loss due to a decision to streamline internal and external reporting practices relating to marine engines sold from the Propulsion segment to the Boat segment. This change in presentation, which is not the result of a change in business practice, more closely follows current market dynamics, as well as provides improved comparability with other boat companies.

Reportable Segments

The Company's segments are defined by management's reporting structure and operating activities. The Company's reportable segments are the following:

Propulsion. The Propulsion segment manufactures and markets a full range of outboard, sterndrive, and inboard engines, as well as propulsion-related controls, propellers, and rigging parts and accessories. These products are principally sold directly to boat builders, including Brunswick’s Boat segment, and through marine retail dealers worldwide. The Propulsion segment primarily markets under the Mercury, Mercury MerCruiser, Mariner, Mercury Racing, and Mercury Diesel brands. The segment's engine manufacturing plants are located mainly in the United States and China, along with a joint venture in Japan, with sales mainly to markets in the Americas, Europe and Asia-Pacific.

Parts and Accessories. The Parts and Accessories (P&A) segment consists of the Engine Parts and Accessories and the Advanced Systems Group operating segments, which are aggregated and presented as a single reportable segment.

The P&A segment manufactures, markets, and supplies parts and accessories for both marine and non-marine markets. These products are designed for and sold mostly to aftermarket retailers, distributors, and distribution businesses, as well as original equipment manufacturers (including Brunswick brands). Branded parts and accessories include consumables, such as engine oils and lubricants, and are sold under the Mercury, Mercury Precision Parts, Quicksilver, and Seachoice brands. The P&A segment also consists of distribution businesses such as Land 'N' Sea, Kellogg Marine Supply, Lankhorst Taselaar, BLA, and Payne's Marine Group, which distribute third-party and Company products. These businesses are leading distributors of marine parts and accessories throughout North America, Europe, and Asia-Pacific. The P&A segment also includes the collection of brands acquired with Power

Table of Contents

Notes to Condensed Consolidated Financial Statements

(unaudited)

Products in 2018 and certain other businesses operating under the Ancor, Attwood, BEP, Blue Sea Systems, CZone, Del City, Garelick, Lenco Marine, Marinco, Mastervolt, MotorGuide, ParkPower, Progressive Industries, ProMariner, and Whale brand names. Products include marine electronics and control systems, instruments, trolling motors, fuel systems, electrical systems, as well as specialty vehicle, mobile, and transportation aftermarket products.

The P&A segment's manufacturing and distribution facilities are primarily located in North America and Europe.

Boat. The Boat segment designs, manufactures and markets the following boat brands and products: Sea Ray sport boats and cruisers; Bayliner sport cruisers, runabouts, and Heyday wake boats; Boston Whaler fiberglass offshore boats; Lund fiberglass fishing boats; Crestliner, Cypress Cay, Harris, Lowe, Lund, and Princecraft aluminum fishing, utility, pontoon boats, and deck boats; and Thunder Jet heavy-gauge aluminum boats. The Boat Group procures substantially all of its outboard engines, gasoline sterndrive engines, and gasoline inboard engines from Brunswick's Propulsion segment. The Boat Group also includes Brunswick boat brands based in Europe and Asia-Pacific, which include Quicksilver, Uttern, and Rayglass (including Protector and Legend). The Boat segment's products are manufactured mainly in the United States, Europe and Mexico and sold through a global network of dealer and distributor locations, primarily in North America and Europe.

The Boat segment also includes the Business Acceleration business, which through innovative service models, shared access solutions, including the Freedom Boat Club business acquired in 2019, dealer services and emerging technology, aims to provide exceptional experiences to attract a wide range of customers to the marine industry and shape the future of boating.

The Company evaluates performance based on segment operating earnings. Segment operating earnings do not include the expenses of corporate administration, pension costs and pension settlement charges, impairments or gains on the sale of equity investments, earnings from unconsolidated affiliates, other expenses and income of a non-operating nature, transaction financing charges, interest expense, and income or provisions or benefits for income taxes.

Corporate/Other results include items such as corporate staff and administrative costs, investments in technology solutions, business development and other growth-related expenses, including IT enhancements. Corporate/Other total assets consist of mainly cash, cash equivalents and investments in marketable securities, restricted cash, income tax balances and investments in unconsolidated affiliates. Segment eliminations adjust for sales between the Company's reportable segments and primarily relate to the sale of engines and parts and accessories to various boat brands, which are consummated at established arm’s length transfer prices as the intersegment pricing for these engines and parts and accessories are based upon and consistent with selling prices to third party customers.

The following table sets forth net sales and operating earnings (loss) offor each of the Company's reportable segments for the three months ended March ~~30, 2019~~28, 2020 and March ~~31, 2018:~~30, 2019:



	Net Sales						Operating Earnings (Loss)
(in millions)	March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
Propulsion	$	448.6		$	452.4		$	61.3		$	59.9
Parts and Accessories	301.6			313.6			46.2			47.8
Boat	291.5			373.3			5.1			27.0
Corporate/Other	—			—			(9.4		)	(20.6		)
Segment Eliminations	(76.2		)	(88.6		)	—			—
Total	$	965.5		$	1,050.7		$	103.2		$	114.1

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Notes to Condensed Consolidated Financial Statements

(unaudited)

Net Sales Operating Earnings (Loss)
(in millions) March 30,
2019 March 31,
2018 March 30,
2019 March 31,
2018
Marine Engine $ 766.0
$ 687.1
$ 112.9
$ 95.7
Boat 373.3
376.5
22.0
14.4
Marine eliminations (88.6 ) (96.6 ) —
—
Total Marine 1,050.7
967.0
134.9
110.1
Fitness 225.2
244.4
(139.1 ) 11.0
Corporate/Other —
—
(24.4 ) (16.0 )
Total $ 1,275.9
$ 1,211.4
$ (28.6 ) $ 105.1

The following table sets forth total assets of each of the Company's reportable segments:

Total Assets
(in millions) March 30,
2019 December 31,
2018 March 31,
2018
Marine Engine $ 2,628.4
$ 2,380.9
$ 1,384.6
Boat 433.6
423.2
449.7
Total Marine 3,062.0
2,804.1
1,834.3
Fitness 844.9
972.7
1,004.9
Corporate/Other 422.9
508.9
565.4
Total $ 4,329.8
$ 4,285.7
$ 3,404.6



	Total Assets
(in millions)	March 28, 2020		December 31, 2019		March 30, 2019
Propulsion	$	1,062.6	$	1,002.8	$	997.5
Parts and Accessories	1,609.9		1,519.0		1,630.4
Boat ^(A)	488.8		473.0		434.2
Corporate/Other	743.3		569.6		419.8
Total ^(B)	$	3,904.6	$	3,564.4	$	3,481.9

(A) As of March 28, 2020, December 31, 2019 and March 30, 2019, the Company had $3.0 million, $3.0 million and $8.9 million, respectively, of assets classified as held for sale which were not related to discontinued operations. These assets were recorded within Net Property as of March 28, 2020 and December 31, 2019 and recorded within Long term assets held for sale as of March 30, 2019.

(B) As of March 30, 2019, ~~December 31, 2018 and March 31, 2018,~~ the Company had ~~$8.9~~$853.0 million ~~$8.9 million and $12.8 million, respectively,~~ of ~~net~~ assets classified as ~~held-for-sale within Net property~~held for sale in the Condensed Consolidated Balance ~~Sheets.~~

~~Notes~~Sheets relating to ~~Condensed Consolidated Financial Statements~~

~~(unaudited)~~discontinued operations. See Note 3 – Discontinued Operations for further details.

Note 1112 – 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 months ended March ~~30, 2019~~28, 2020 and March ~~31, 2018~~30, 2019 were as follows:



(in millions)	March 28, 2020			March 30, 2019
Net earnings (loss)	$	69.0		$	(36.3	)
Other comprehensive income (loss):
Foreign currency cumulative translation adjustment	(13.3		)	0.1
Net change in unamortized prior service credits	(0.2		)	(0.1		)
Net change in unamortized actuarial losses	0.4			1.9
Net change in unrealized derivative losses	5.2			(0.9		)
Total other comprehensive income (loss)	(7.9		)	1.0
Comprehensive income (loss)	$	61.1		$	(35.3	)

The following table presents the changes in Accumulated other comprehensive loss by component, all net of tax, for the three months ended March 28, 2020:

(in millions) March 30,
2019 March 31,
2018
Net earnings (loss) $ (36.3 ) $ 72.9
Other comprehensive income (loss):

Foreign currency cumulative translation adjustment 0.1
9.9
Net change in unamortized prior service credits (0.1 ) (0.1 )
Net change in unamortized actuarial losses 1.9
1.9
Net change in unrealized derivative losses (0.9 ) (0.7 )
Total other comprehensive income 1.0
11.0
Comprehensive income (loss) $ (35.3 ) $ 83.9



(in millions)	Foreign currency translation			Prior service credits			Net actuarial losses			Net derivative losses			Total
Beginning balance	$	(37.6	)	$	(3.0	)	$	(7.3	)	$	(5.5	)	$	(53.4	)
Other comprehensive income (loss) before reclassifications ^(A)	(13.3		)	—			0.3			7.1			(5.9		)
Amounts reclassified from Accumulated other comprehensive loss ^(B)	—			(0.2		)	0.1			(1.9		)	(2.0		)
Net other comprehensive income (loss)	(13.3		)	(0.2		)	0.4			5.2			(7.9		)
Ending balance	$	(50.9	)	$	(3.2	)	$	(6.9	)	$	(0.3	)	$	(61.3	)

(A) The tax effects for the three months ended March 28, 2020 were $2.8 million for foreign currency translation, $0.0 million for net actuarial losses arising during the period and $(0.9) million for derivatives.

(B) See the table below for the tax effects for the three months ended March 28, 2020.

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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 March 30, 2019:


(in millions)	Foreign currency translation			Prior service credits			Net actuarial losses			Net derivative losses			Total			Foreign currency translation			Prior service credits			Net actuarial losses			Net derivative losses			Total
Beginning balance	$	(48.9	)	$	(6.1	)	$	(306.2	)	$	(1.9	)	$	(363.1	)	$	(48.9	)	$	(6.1	)	$	(306.2	)	$	(1.9	)	$	(363.1	)
Other comprehensive income (loss) before reclassifications ^(A)	0.1			—			(0.0		)	1.0			1.1			0.1			—			—			1.0			1.1
Amounts reclassified from Accumulated other comprehensive loss ^(B)	—			(0.1		)	1.9			(1.9		)	(0.1		)	—			(0.1		)	1.9			(1.9		)	(0.1		)
Net other comprehensive income (loss)	0.1			(0.1		)	1.9			(0.9		)	1.0			0.1			(0.1		)	1.9			(0.9		)	1.0
Ending balance	$	(48.8	)	$	(6.2	)	$	(304.3	)	$	(2.8	)	$	(362.1	)	$	(48.8	)	$	(6.2	)	$	(304.3	)	$	(2.8	)	$	(362.1	)

(A) The tax effects for the three months ended March 30, 2019were $0.2 million for foreign currency translation ~~$0.0 million for net actuarial losses arising during the period~~ and $(0.5) million for derivatives.

(B) See the table below for the tax effects for the three months ended March 30, 2019.

~~The following table presents the changes in Accumulated other comprehensive loss by component, all net of tax, for the three months ended March 31, 2018:~~

(in millions) Foreign currency translation Prior service credits Net actuarial losses Net derivative losses Total
Beginning balance $ (31.6 ) $ (5.6 ) $ (310.8 ) $ (11.8 ) $ (359.8 )
Other comprehensive income (loss) before reclassifications ^(A)
9.9
—
(0.1 ) (2.8 ) 7.0
Amounts reclassified from Accumulated other comprehensive loss ^(B)
—
(0.1 ) 2.0
2.1
4.0
Net other comprehensive income (loss) 9.9
(0.1 ) 1.9
(0.7 ) 11.0
Ending balance $ (21.7 ) $ (5.7 ) $ (308.9 ) $ (12.5 ) $ (348.8 )

~~(A) The tax effects for the three months ended March 31, 2018were $0.2 million for foreign currency translation, $0.1 million for net actuarial losses arising during the period and $0.8 million for derivatives.~~

~~(B) See the table below for the tax effects for the three months ended March 31, 2018.~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

The following table presents reclassification adjustments out of Accumulated other comprehensive loss during the three months ended March ~~30, 2019~~28, 2020 and March ~~31, 2018:~~30, 2019:



Details about Accumulated other comprehensive income (loss) components (in millions)	March 28, 2020			March 30, 2019			Affected line item in the statement where net income is presented
Amortization of defined benefit items:
Prior service credits	$	0.2		$	0.2		Other income (expense), net
Net actuarial losses	(0.1		)	(2.5		)	Other income (expense), net
	0.1			(2.3		)	Earnings before income taxes
	—			0.5			Income tax provision
	$	0.1		$	(1.8	)	Net earnings from continuing operations

Amount of gain (loss) reclassified into earnings on derivative contracts:
Interest rate contracts	$	(0.1	)	$	(0.1	)	Interest expense
Foreign exchange contracts	2.7			2.8			Cost of sales
	2.6			2.7			Earnings before income taxes
	(0.7		)	(0.8		)	Income tax provision
	$	1.9		$	1.9		Net earnings from continuing operations

Details about Accumulated other comprehensive income (loss) components (in millions) March 30,
2019 March 31,
2018 Affected line item in the statement where net income is presented
Amortization of defined benefit items:
Prior service credits $ 0.2
$ 0.2
Other expense, net
Net actuarial losses (2.5 ) (2.5 ) Other expense, net
(2.3 ) (2.3 ) Earnings (loss) before income taxes
0.5
0.4
Income tax provision (benefit)
$ (1.8 ) $ (1.9 ) Net earnings (loss)

Amount of gain (loss) reclassified into earnings on derivative contracts:
Interest rate contracts $ (0.1 ) $ (0.3 ) Interest expense
Foreign exchange contracts 2.8
(2.6 ) Cost of sales
2.7
(2.9 ) Earnings (loss) before income taxes
(0.8 ) 0.8
Income tax provision (benefit)
$ 1.9
$ (2.1 ) Net earnings (loss)

Note 1213 – Income Taxes

The Company recognized an income tax ~~benefit of $(11.4) million and an income tax~~ provision ~~of $27.2 million~~ for the three months ended March 28, 2020 and March 30, 2019 of $18.4 million and ~~March 31, 2018, respectively, which~~$18.8 million, respectively. The income tax provision of $18.4 million included a net benefit of ~~$(0.6)~~$0.8 million ~~and~~primarily associated with the net excess tax benefits related to share-based compensation. The income tax provision of $18.8 million included a ~~net charge of $6.7 million, respectively. The~~ net benefit of ~~$(0.6)~~$2.8 million primarily related to ~~certain special~~state tax ~~items. The~~rate changes and the net ~~charge of $6.7 million was due primarily to updates~~excess tax benefits related to ~~2017~~share-based compensation. The excess tax ~~reform.~~benefit for the three months ended March 28, 2020 and March 30, 2019, was $0.5 million and $1.2 million, respectively. The effective tax rate, which is calculated as the income tax provision ~~(benefit)~~ as a percentage of earnings ~~(loss)~~ before income taxes, for the three months ended March 28, 2020, was 20.7 percent. The effective tax rate for the three months ended March 30, 2019 ~~and March 31, 2018~~ was ~~23.9 percent and 27.2 percent, respectively.~~19.8 percent.

No deferred income taxes have been provided as of March ~~30, 2019,~~28, 2020, December 31, ~~2018~~2019 or March ~~31, 2018~~30, 2019 on the applicable undistributed earnings of the non-U.S. subsidiaries where the indefinite reinvestment assertion has been applied. If at some future date these earnings cease to be indefinitely reinvested and are repatriated, the Company may be subject to additional U.S. income taxes and foreign withholding taxes on such amounts. The Company continues to provide deferred taxes, as required, on the

Table of Contents

Notes to Condensed Consolidated Financial Statements

(unaudited)

undistributed net earnings of foreign subsidiaries and unconsolidated affiliates that are not deemed to be indefinitely reinvested in operations outside the United States.

As of March ~~30, 2019,~~28, 2020, December 31, ~~2018~~2019 and March ~~31, 2018,~~30, 2019, the Company had ~~$2.7~~$4.3 million, ~~$2.3~~$3.9 million and ~~$2.8~~$2.7 million of gross unrecognized tax benefits, including interest, respectively. The Company believes it is reasonably possible that the total amount of gross unrecognized tax benefits as of March ~~30, 2019~~28, 2020 could decrease by approximately ~~$1.0~~$0.7 million in the next 12 months due to settlements with taxing authorities or lapses in the applicable statute of limitations. Due to the various jurisdictions in which the Company files tax returns and the uncertainty regarding the timing of the settlement of tax audits, it is possible that there could be significant changes in the amount of unrecognized tax benefits in ~~2019,~~2020, but the amount cannot be estimated at this time.

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 ~~2014~~2016 through ~~2017~~2018 tax years. Primarily as a result of filing amended returns, which were generated by the closing of federal income tax audits, the Company is still open to state and local tax audits in major tax jurisdictions dating back to the ~~2012~~2014 taxable year. The Company is no longer subject to income tax examinations by any major foreign tax jurisdiction for years prior to 2013.

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

Note 1314 – Postretirement Benefits

The Company has defined contribution plans, ~~qualified and~~ nonqualified defined benefit pension plans, and other postretirement benefit plans covering substantially all of its employees. The Company's contributions to its defined contribution plans include matching and annual discretionary contributions which are based on various percentages of compensation, and in some instances are based on the amount of the employees' contributions to the plans. See Note 1817 in the Notes to Consolidated Financial Statements in the ~~2018~~2019 Form 10-K for further details regarding these plans.

Pension and other postretirement benefit costs included the following components for the three months ended March ~~30, 2019~~28, 2020 and March ~~31, 2018:~~30, 2019:



	Pension Benefits					Other Postretirement Benefits
(in millions)	March 28, 2020		March 30, 2019			March 28, 2020			March 30, 2019
Interest cost	$	0.2	$	2.6		$	0.2		$	0.3
Expected return on plan assets	—		(3.3		)	—			—
Amortization of prior service credits	—		—			(0.2		)	(0.2		)
Amortization of net actuarial losses	0.1		2.5			—			—
Net pension and other benefit costs	$	0.3	$	1.8		$	—		$	0.1

Pension Benefits Other Postretirement Benefits
(in millions) March 30,
2019 March 31,
2018 March 30,
2019 March 31,
2018
Interest cost $ 2.6
$ 5.7
$ 0.3
$ 0.3
Expected return on plan assets (3.3 ) (6.3 ) —
—
Amortization of prior service credits —
—
(0.2 ) (0.2 )
Amortization of net actuarial losses 2.5
2.5
—
—
Net pension and other benefit costs $ 1.8
$ 1.9
$ 0.1
$ 0.1

~~Employer Contributions and Benefit Payments.~~ The Company did not make contributions to its qualified pension plans during the three months ended March 30, 2019 or March 31, 2018. During the three months ended March 30, 2019 and March 31, 2018, the Company contributed $1.5 million and $1.0 million, respectively, to fund benefit payments to its nonqualified pension plan.

Note 1415 – Debt

In July 2019, the Company called $150.0 million of its 4.625% senior notes due 2021. The bonds were retired in August 2019 at par plus accrued interest, in accordance with the call provisions of the notes, and the associated interest rate swaps have been terminated. Refer to Note 6 – Financial Instruments for further information on the terminated interest rate swaps.

In March 2019, the Company issued an aggregate principal amount of $230.0 million of its 6.375% Senior Notes ~~(2049~~(6.375% Notes) due April 2049 in a public offering, which resulted in aggregate net proceeds to the Company of $222.0 million. Net proceeds from the offering of the ~~2049~~6.375% Notes were used to prepay all of the $150.0 million, 3-year tranche loan due 2021 and for general corporate purposes. Interest on the ~~2049~~6.375% Notes is due quarterly, commencing on April 15, 2019. The Company may, at its option, redeem the ~~2049~~6.375% Notes on or after (but not prior to) April 15, 2024, either in whole or in part, at a redemption price equal to 100 percent of the principal amount plus any accrued and unpaid interest. Additionally, in the event of a change in control, the Company may be required to repurchase some or all of its ~~2049~~6.375% Notes at a price equal to 101 percent of the principal amount plus any accrued and unpaid interest. The ~~2049~~6.375% Notes are unsecured and do not contain subsidiary guarantees.

Table of Contents

Notes to Condensed Consolidated Financial Statements

(unaudited)

Scheduled maturities, net:



(in millions)
Remainder of 2020	$	425.3
2021	42.5
2022	36.0
2023	306.1
2024	0.4
Thereafter	684.4
Total debt	$	1,494.7

(in millions)
Remainder of 2019 $ 31.2
2020 41.6
2021 190.1
2022 36.0
2023 304.2
Thereafter 683.4
Total debt $ 1,286.5

The Company maintains an Amended and Restated Credit Agreement (Credit Facility) providing for $400.0 million of borrowing capacity in effect through September ~~2023.~~2024. The Credit Facility includes provisions to add up to $100.0 million of additional borrowing capacity and extend the facility for ~~two~~an additional one-year ~~terms,~~term, subject to lender approval. ~~During~~On March 23, 2020, the ~~first quarter~~Company delivered borrowing requests to the administrative agent for the Credit Facility to increase the Company’s borrowings to $385.0 million, which was substantially all of ~~2019, borrowings~~the amount available for borrowing under the Credit Facility, ~~totaled~~net of outstanding letters of credit. The Company borrowed the amounts described above under the Revolving Credit Facility as a precautionary action in order to increase its cash position and to enhance its liquidity and financial flexibility during this period of substantial uncertainty in the global markets resulting from the COVID-19 pandemic. Proceeds from the borrowings are expected to be held on the Company’s balance sheet and may be used for general corporate purposes.

The maximum amount utilized under the Credit Facility during the first three months of 2019, including letters of credit outstanding, was $215.0 million, all of which ~~were~~was repaid during the ~~quarter. No~~period. The Company had $385.0 million of borrowings ~~were~~ outstanding as of March ~~30, 2019,~~28, 2020, and available borrowing capacity totaled ~~$396.4~~$2.9 million, net of ~~$3.6~~$12.1 million of letters of credit outstanding under the Credit Facility. The maximum amount utilized under the Credit Facility during the three months ended March ~~30, 2019,~~28, 2020, including letters of credit outstanding, was ~~$163.4~~$397.1 million. ~~See~~Refer to Note 1716 in the Notes to Consolidated Financial Statements in the ~~2018~~2019 Form 10-K for details regarding the Company's Credit Facility.

In December 2019, the Company entered into an unsecured commercial paper program (CP Program) pursuant to which the Company, may issue short-term, unsecured commercial paper notes (CP Notes). Amounts available under the CP Program may be borrowed, repaid and re-borrowed from time to time, with the aggregate principal amount of CP Notes outstanding under the CP Program at any time not to exceed the lower of $300.0 million or the available borrowing amount under the credit facility. Refer to Note 16 in the Notes to ~~Condensed~~ Consolidated Financial Statements in the 2019 Form 10-K for details regarding the Company's CP Program. During the three months ended March 28, 2020, maximum aggregate borrowings under the CP Program totaled $100 million, all of which was repaid during the period.

~~(unaudited)~~

As of March ~~30, 2019,~~28, 2020, the Company was in compliance with the financial covenants associated with the Company's debt.

Note 1516 – ~~Leases~~Subsequent Events

On March 23, 2020, the Company suspended production across most of its businesses in response to COVID-19 government mandates, reduced demand conditions and supplier considerations as a result of the pandemic. Beginning on April 13, 2020, the Company resumed partial operations and limited production activities in certain manufacturing facilities. As of May 7, 2020, the Company's significant manufacturing facilities in the U.S. and Europe are back on-line with new temperature screening, distancing, and cleaning protocols.

The extent of the impact of COVID-19 on the Company's operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, its impact on our customers and suppliers and the range of governmental and community reactions to the pandemic, which are uncertain and cannot be fully predicted at this time.

The Company has operating lease agreements for offices, branches, factories, distribution and service facilities and certain personal property. Leases with an initial lease term of 12 months or less are not recorded on the balance sheet. Finance leases are not material to the Company's condensed consolidated financial statements.

Several leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at our sole discretion. Certain of our lease agreements include rental payments that vary based on changes in volume activity, storage activity, or changes in the Consumer Price Index (CPI) or other indices. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

~~A summary of the Company's lease assets and lease liabilities as of March 30, 2019 is as follows:~~

(in millions) Classification March 30, 2019
Lease Assets
Operating lease assets Operating lease assets $ 99.2

Lease Liabilities
Current operating lease liabilities Accrued expenses 23.2
Non-current operating lease liabilities Operating lease liabilities 83.8
Total lease liabilities $ 107.0

~~A summary of the Company's total lease cost for the three months ended March 30, 2019 is as follows:~~

(in millions) Classification March 30, 2019
Operating lease cost Selling, general, and administrative expense $ 5.0
Cost of sales 8.7
Variable lease cost Selling, general, and administrative expense 1.2
Cost of sales 2.0
Total lease cost ^(A)
$ 16.9

~~(A) Includes total short-term lease cost which is immaterial.~~

~~The Company's maturity analysis of its operating lease liabilities as of March 30, 2019 is as follows:~~

(in millions)
2019 $ 21.9
2020 24.7
2021 20.6
2022 17.6
2023 14.8
Thereafter 23.0
Total lease payments $ 122.6
Less: Interest (15.6 )
Present value of lease liabilities $ 107.0

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

The total weighted-average discount rate and remaining lease term for the Company's operating leases was 4.92 percent and 5.15 years, respectively, as of March 30, 2019. Total operating cash flows from operating leases were $7.3 million for the three months ended March 30, 2019.

~~The following represents the Company's future minimum rental payments at December 31, 2018 for agreements classified as operating leases under ASC 840 with non-cancelable terms in excess of one year:~~

(in millions)
2019 $ 40.3
2020 32.3
2021 26.5
2022 17.7
2023 13.7
Thereafter 22.9
Total (not reduced by minimum sublease income of $0.1) $ 153.4

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 (Brunswick or the Company) are forward-looking ~~as defined in the Private Securities Litigation Reform Act of 1995. These~~statements. Forward-looking statements are based on current expectations, estimates, and projections about Brunswick’s business and by their nature address matters that are, ~~subject~~ to ~~risks and uncertainties.~~different degrees, uncertain. Actual results may differ materially from expectations and projections as of the date of this filing ~~because of factors discussed in Part I, Item 1A – Risk Factors in Brunswick’s 2018 Annual Report on Form 10-K for the year ended December 31, 2018 (the 2018 Form 10-K).~~due to various risks and uncertainties. For additional information regarding forward-looking statements, refer to Forward-Looking Statements below.

Certain statements in the Management’s Discussion and Analysis are based on non-GAAP financial measures. GAAP refers to generally accepted accounting principles in the United States. For example, the discussion of the Company’s cash flows includes an analysis of free cash flows and total liquidity; the discussion of the Company's net sales includes a discussion of net sales on a constant currency ~~basis and excluding acquisitions and Sport Yacht and Yacht operations;~~basis; the discussion of the Company's earnings includes a presentation of operating earnings ~~(loss)~~ and operating margin excluding restructuring, exit ~~integration~~ and impairment charges, ~~Sport Yacht and Yacht operations,~~ purchase accounting amortization, acquisition-related costs and ~~costs related to the planned Fitness business separation; gross margin excluding Sport Yacht and Yacht operations and purchase accounting amortization;~~other applicable charges; and diluted earnings per common share, as adjusted. 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. Non-GAAP financial measures do not include operating and statistical measures.

The Company includes non-GAAP financial measures in Management’s Discussion and Analysis, as Brunswick’s management believes that these measures and the information they provide are useful to investors because they permit investors to view Brunswick’s performance using the same tools that management uses and to better evaluate the Company’s ongoing business performance. In order to better align Brunswick's reported results with the internal metrics used by the Company's management 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 the Power Products ~~acquisition.~~and Freedom Boat Club acquisitions.

Brunswick does not provide forward-looking guidance for certain financial measures on a GAAP basis because it is unable to predict certain items contained in the GAAP measures without unreasonable efforts. These items may include ~~pension settlement charges,~~ restructuring, exit ~~integration~~ and impairment costs, special tax items, ~~costs related to the planned Fitness business separation,~~ acquisition-related costs, and certain other unusual adjustments.

~~Fitness Business Separation~~Impact of COVID-19

On March 11, 2020, the World Health Organization announced that infections of the novel coronavirus (COVID-19) had become a world-wide pandemic. On March 13, 2020, the President of the United States announced a National Emergency relating to the disease. National, state and ~~Goodwill Impairment~~local authorities have enforced social distancing and imposed quarantine and isolation measures on large portions of the population, including mandatory business closures. These measures have had serious adverse impacts on domestic and foreign economies of uncertain severity and duration. The effectiveness of economic stabilization efforts, including government payments to affected citizens and industries, is uncertain.

On March 23, 2020, the Company temporarily suspended manufacturing operations at most engine and boat production facilities to ensure the health and safety of affected employees and to balance inventory levels with anticipated reductions in near-term demand. Beginning on April 13, 2020, the Company resumed partial operations and limited production activities in certain manufacturing facilities. As of May 7, 2020, the Company's significant manufacturing facilities in the U.S. and Europe are back on-line with new temperature screening, distancing, and cleaning protocols. Engine manufacturing facilities in China and Japan remain operational, boat manufacturing operations such as Portugal and Poland are fully operational and delivering boats, and distribution centers such as the Belgian distribution center have remained open and are supporting its strong global dealer network.

Approximately 80 percent of the Company's dealer network remains open in some capacity, including providing service, with a large majority of these dealers having the capability to sell boats and engines to their customer base. Many European dealers have been closed since mid-March and are slowly re-opening as countries remove shelter-in-place requirements. The Company's distribution businesses have continued to operate, allowing dealers to get boats in the water. Freedom Boat Club has also been affected as many locations were closed in April due to local stay-at-home orders. However, Freedom Boat Club non-franchised, company operated locations have since reopened beginning May 1, 2020 with new measures in place to protect employee and member health.

The Company ~~has made significant progress on~~will continue to actively monitor the ~~separation~~impact of ~~the Fitness~~COVID-19 and may take further actions that alter business ~~and has received a strong level of buyer interest in the sales process. While the Company continues to maintain its preparedness for a spin-off of the Fitness business, the Company expects~~operations as may be required by government authorities, or that are determined to be in ~~a position to announce a sale~~the best interest of the ~~Fitness business as expeditiously as possible in the second quarter of 2019.~~

~~As a result~~Company's employees, customers, dealers, suppliers and stakeholders. The full extent of the ~~events described above,~~impact of COVID-19 on the Company's business, operations and financial results will depend on evolving factors that the Company ~~re-evaluated the fair value of the Fitness reporting unit and recorded a goodwill impairment charge of $137.2 million within the Fitness segment.~~cannot accurately predict. Refer to Part II. Item 1A. Risk Factors below for further information.

Change in Reportable Segments

Effective January 1, 2020, the Company changed its management reporting and updated its reportable segments to Propulsion, Parts and Accessories and Boat (inclusive of Business Acceleration) to align with its strategy. Refer to Note 911 – ~~Goodwill and Other Intangibles~~ Segment Data in the Notes to Condensed Consolidated Financial Statements for further information.

~~Presentation~~CARES Act

On March 27, 2020, the President of ~~Sea Ray Results~~the United States signed the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). The tax provisions include changes to the net operating loss rules, a temporary increase to the limitation on deductible business interest expense, and accelerated depreciation on qualified improvement property. In addition, the CARES Act has provisions designed to encourage eligible employers to keep employees on their payroll, despite experiencing economic hardship related to COVID-19, with an employee retention tax credit (Employee Retention Credit). At this time, the Company does not expect the CARES Act to have a material impact on the Company’s results of operations.

~~As discussed~~Under the CARES Act, the Company deferred approximately $4 million of U.S. income tax payments from the first and second quarters to the third quarter of 2020 and approximately $2 million of non-U.S. tax payments from the first quarter to a subsequent quarter in ~~Note 3 - Discontinued Operations~~2020. The Company expects to defer the payment of approximately $18 million to $20 million of payroll taxes normally due between March 27, 2020 and December 31, 2020. These payroll taxes will be paid in two equal installments in the ~~2018 Form 10-K, the Company wound down its Sea Ray Sport Yacht~~fourth quarters of 2021 and ~~Yacht operations during 2018. As the wind-down was largely completed by the end of 2018, non-GAAP figures for 2018 exclude the results of Sport Yacht and Yacht operations.~~2022.

~~Acquisition of Power Products~~Discontinued Operations

On ~~August 9, 2018,~~June 27, 2019, the Company completed the sale of its ~~acquisition of~~Fitness business. This business, which was previously reported as the ~~Global Marine Business of Power Products Holdings, LLC (Power Products)~~Company's Fitness segment, is being reported as discontinued operations for ~~$909.6 million~~all periods presented.

The Company's results for all periods presented, as discussed in ~~cash,~~Management's Discussion and Analysis, are presented on a ~~cash-free, debt-free basis. For further discussion regarding the acquisition, refer~~continuing operations basis, unless otherwise noted. Refer to Note 43 – ~~Acquisitions~~Discontinued Operations in the Notes to Condensed ~~Consolidated~~ Financial ~~Statements.~~Statements for further information.

Overview and Outlook

Overview

Net sales ~~increased 5~~decreased 8 percent during the first quarter of ~~2019~~2020 when compared with the first quarter of ~~2018 and~~2019, primarily attributed to suspension of production at many of the Company's ~~combined marine segments' net sales increased 9 percent over the comparative period.~~manufacturing facilities and stay at home policies as a result of COVID-19. The ~~Marine Engine~~Propulsion segment reported ~~strong net~~ sales ~~increases led by benefits from~~that were relatively consistent with the ~~Power Products acquisition and healthy~~first quarter of 2019 with continued strong demand for ~~recently introduced~~ higher horsepower outboard ~~products.~~engine categories and related controls and systems, which was offset by lower sales of lower horsepower outboards and sterndrive engines as anticipated. The Parts and Accessories segment reported sales reductions in the first quarter as strong sales growth from Power Products was offset by lower sales of engine parts and consumables due to stay-at-home policies that disrupted both dealer operations and boating activity towards the end of the quarter, when sales are normally accelerating. Boat segment ~~net~~ sales decreased, slightly and were negatively affected by the wind down of Sport Yacht and Yacht operations in the second half of 2018. This headwind was partially offset by gains in premium product offerings including Sea Ray Sport Boats and Sport Cruisers. Consistent with expectations, Fitness segment revenues declinedmore than anticipated, due to ~~lower sales to value-oriented clubs along with softness in certain international markets.~~the temporary manufacturing suspensions at the end of the first quarter. International net sales for the Company ~~increased 4~~decreased 5 percent and 2 percent in the first quarter ~~of 2019~~ on a GAAP ~~basis when compared with the first quarter of 2018,~~ and ~~increased 5 percent on a~~ constant currency basis, respectively, due to manufacturing suspensions and ~~excluding~~stay-at-home policies globally, although in Asia, the ~~impact~~Propulsion segment experienced an increase in sales of acquisitions. International sales increases were driven by Rest-of-World regions (which includes all regions other than the United States, Europe, Asia-Pacific and Canada), Europe and Canada, partially offset by slight declines in Asia-Pacific.larger horsepower engines to commercial customers.

Operating ~~losses~~earnings in the first quarter of ~~2019~~2020 were ~~$(28.6)~~$103.2 million and included $141.5 million of restructuring, exit, integration and impairment charges, mainly resulting from a $137.2 million goodwill impairment charge in the Fitness segment. Additionally, the Company incurred $7.8 million of costs related to the planned Fitness business separation and $7.2$7.5 million of purchase accounting amortization, $0.7 million of acquisition related tocosts, $0.7 million of IT transformation costs resulting from the ~~Power Products acquisition. Excluding~~sale of the Fitness business, and $0.4 million of restructuring, exit, and impairment charges. On an as adjusted basis, excluding these items, operating earnings for the first quarter of ~~2019~~2020 were ~~$127.9~~$112.5 million ~~with~~leading to an operating margin of ~~10.0~~11.7 percent. In the first quarter of ~~2018,~~2019, the Company reported operating earnings of ~~$105.1~~$114.1 million including $7.2 million of purchase accounting amortization and restructuring, exit ~~integration~~ and impairment charges of ~~$3.8 million, losses of $8.1 million related to Sport Yacht and Yacht operations and $1.7 million of costs related to the planned Fitness business separation.Excluding~~$3.2 million. On an as adjusted basis, excluding these items, operating earnings in the first quarter of ~~2018~~2019 were ~~$118.7~~$124.5 million with an operating margin of ~~9.9~~11.8 percent. The decrease in operating earnings (loss) reflected the charges discussed above as well as declines in the Fitness segment resulting from lower net sales along with investments in product and systems ahead of the separation, cost inflation and inefficiencies. Partially offsetting these items were increased operating earnings in the Marine Engine segment which benefited from increased sales and favorable changes in sales mix.

Outlook

~~The~~Despite the challenging economic environment ahead, the Company continues to execute operating and strategic priorities. Safely restarting production of all manufacturing facilities is ~~projecting 2019 to be another year of strong revenue~~a common goal throughout the organization, as well as a continued emphasis on structural cost reduction programs and ~~earnings growth with excellent free cash flow generation in excess of $320 million, with approximately $20 million attributable to~~general cost controls. These measures will benefit the ~~Company's Fitness segment. The~~ Company ~~is targeting net sales growth in its combined marine segments~~ in the ~~range of 8 percent to 10 percent, including an approximate 4 percent benefit from completed acquisitions, and mid single-digit percent declines in the Fitness segment.~~long-term.

The marine segments are expected to benefit from a steady global marine market, ongoing benefits from customer migration to higher horsepower engines and boats with increased technology and content, and market share gains due in part to the continued strong demand and acceptance of new outboard products. The Company anticipates the ~~Marine Engine~~global market will be down significantly in the second quarter of 2020 with declines moderating over the second half of the year. The Company projects the U.S. marine industry retail unit demand for the full-year to be down high-teens to low-twenties percent from 2019 levels. Additionally, the Company assumes that wholesale shipment comparisons will be slightly better than retail in the back-half of the year due to favorable comparisons as a result of pipeline reduction actions completed in the second half of 2019. Assuming boat usage trends normalize in the back half of the year, the Company expects that parts and accessories sales will be slightly below 2019 levels, with the aftermarket portion of the business performing at or slightly above prior year.

For the Propulsion segment, ~~will increase net sales at a low-double-digit percentage rate including~~ the ~~Power Products acquisition~~Company is focusing to satisfy outboard engine demand as well as ~~continued~~expanding market share, ~~gains in outboard engines, especially~~specifically in the 175 and above horsepower categories, leveraging recently completed investments in production capacity for higher horsepower engines. The Company expects benefits from improved mix as we meet greater ~~than 175 horsepower categories. Boat~~levels of demand in the dealer, repower and international channels. The Company will continue to focus on further developing new product platforms and technology for engines and related controls systems and investing in new products that will enable top-line and earnings growth in the future. For the Parts and Accessories segment, ~~net sales~~the Company assumes boat usage trends will normalize in the back half of the year, despite the continuation of social distancing measures in the near future. The Parts and Accessories segment is approximately 75 percent aftermarket-based and therefore, is better equipped to perform in challenging economic conditions as boaters are expected to ~~grow low-~~

~~single digit percent including benefits from growth~~use their product and generate the need for replacement parts and accessories. Power Products continues to be the market leader in ~~premium brands~~electrical systems and products and continues to perform consistently with its long-term projections since acquisition. For the Boat segment, the Company anticipates revenue levels to be influenced by retail activity over the remainder of 2020. The Company will continue to monitor market demand and adjust production plans accordingly to appropriately manage inventory pipelines in the ~~U.S. The~~near future.

Despite the uncertainty and a challenging times ahead, the Company ~~expects Fitness~~believes it will be able to operate profitably in the quarter, with positive free cash flow, given the strength of the Parts and Accessories segment, ~~net sales to decline, reflecting lower sales to value-oriented health clubs~~the Company's variable cost structure, and ~~stable market demand.~~the safe restart of production that is well underway.

The Company is planning to deliver higher earnings before income taxes in 2019 resulting from increased revenue and improvements in both gross margin and operating margin levels. Margin gains reflect strong improvement in the combined marine segments, partially offset by a margin decline in the Fitness segment. The Company projects operating expenses to increase in 2019 as it continues to fund incremental investments to support growth and incur costs in connection with the Fitness business separation.

Gross margins for the Company's marine segments in 2019 are anticipated to benefit from new products, volume leverage and cost reduction activities; additionally, the Marine Engine segment will benefit from the Power Products acquisition. Partially offsetting these positive factors are the estimated impacts of tariffs and unfavorable movements in foreign exchange rates, which are expected to have an incremental negative impact on gross margins versus 2018. Operating expenses for the marine segments are estimated to be slightly lower than 2018 on a percentage of sales basis. Fitness segment gross margins in 2019 are anticipated to remain consistent with 2018 levels, including benefits from cost reduction initiatives. Operating margins are expected to decline due to planned investments in new products and modernizing information technology platforms which are intended to position the Fitness business to succeed as an independent entity.

~~The Company is planning for~~anticipates its effective tax rate in ~~2019~~2020 to be ~~approximately 23~~between 21 and 22 percent based on the existing tax law.

Matters Affecting Comparability

Certain events have occurred which the Company believes affect the comparability of the results of operations. The table below summarizes the impact of changes in currency exchange rates, ~~the impact of~~ recent acquisitions ~~and the impact of Sport Yacht and Yacht operations~~ on the Company's net sales:

Net Sales Q1 2019 vs. Q1 2018
(in millions) Q1 2019 Q1 2018 GAAP
Currency
Impact
Acquisition Impact Impact of Sport Yacht and Yacht
Marine Engine $ 766.0
$ 687.1
11.5% (2.1)% 8.2% —
Boat 373.3
376.5
(0.8)% (1.0)% — (4.1)%
Marine eliminations (88.6 ) (96.6 )
Total Marine 1,050.7
967.0
8.7% (1.8)% 5.7% (1.6)%

Fitness 225.2
244.4
(7.9)% (1.5)% — —
Total $ 1,275.9
$ 1,211.4
5.3% (1.8)% 4.5% (1.3)%



	Three Months Ended
	Net Sales						2020 vs. 2019
(in millions)	March 28, 2020			March 30, 2019			GAAP		Constant Currency Sales		Acquisition Benefit
Propulsion	$	448.6		$	452.4		(0.8	)%	(0.0)%		—	%
Parts & Accessories	301.6			313.6			(3.8	)%	(3.0	)%	—	%
Boat	291.5			373.3			(21.9	)%	(23.5	)%	2.0	%
Marine Eliminations	(76.2		)	(88.6		)	(14.0	)%	(13.9	)%	—	%
Total	$	965.5		$	1,050.7		(8.1	)%	(7.9	)%	1.0	%

Acquisitions. The Company completed ~~the Power Products~~an acquisition ~~during 2018~~in 2019, which affected the comparability of net sales. The ~~impacts~~impact on consolidated and segment sales comparisons are reflected above. Refer to Note 45 – Acquisitions in the Notes to Condensed Consolidated Financial Statements for further information.

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 U.S. dollars 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 22 percent of the Company's annual net sales are transacted in a currency other than the U.S. dollar. The Company's most material exposures include sales in Euros, Canadian dollars, Australian dollars and Brazilian reais.

Additionally, operating earnings ~~comparisons~~ were negatively affected by foreign exchange rates by approximately $3$7 million in the first quarter of ~~2019~~2020 when compared with ~~2018.~~the same period in 2019. These estimates include the impact of translation on all sales and costs transacted in a currency other than the U.S. dollar and the impact of hedging activities.

~~Sport Yacht~~Acquisition and ~~Yacht Wind-down.~~ ~~As discussed in Note 3 - Discontinued Operations~~IT transformation-related costs. In connection with the Freedom Boat Club acquisition in the ~~2018 Form 10-K,~~second quarter of 2019, the Company ~~wound down its Sea Ray Sport Yacht~~recorded $0.7 million of costs in Selling, general and ~~Yacht operations during 2018. The results of Sport Yacht and Yacht operations for~~administrative expense (SG&A) within the Boat segment. In addition, the Company also recorded $0.7 million in the three months ended March ~~31, 2018 are summarized~~28, 2020, of IT transformation costs in SG&A within Corporate/Other resulting from the ~~table below:~~sale of the Fitness business.

(in millions) March 31,
2018
Net sales $ 15.1
Gross margin (3.6 )
Restructuring, exit, integration and impairment charges 1.4
Operating loss (8.1 )

Restructuring, exit, ~~integration~~ and impairment charges. The Company recorded restructuring, exit, ~~integration~~ and impairment charges during the three months ended March 28, 2020 and March 30, 2019 of $0.4 million and ~~March 31, 2018. The following table summarizes these charges by cash charges and non-cash charges.~~

(in millions) March 30,
2019 March 31,
2018
Cash charges:
   Boat $ 0.5
$ 2.6
   Fitness 1.1
1.6
   Corporate 1.2
—
      Total cash charges 2.8
4.2
Non-cash charges (gains on disposal):
   Boat 1.5
—
   Fitness ^(A)
137.2
(0.4 )
      Total non-cash charges 138.7
(0.4 )
Total restructuring, exit, integration and impairment charges $ 141.5
$ 3.8

~~(A) 2019 includes a $137.2~~$3.2 million ~~goodwill impairment charge.~~respectively. Refer toNote ~~9 – Goodwill and Other Intangibles~~ ~~in the Notes to Condensed Consolidated Financial Statements for more information.~~

~~Refer to~~ ~~Note 3~~4 – Restructuring, Exit ~~Integration~~ and Impairment Activities in the Notes to Condensed Consolidated Financial Statements for further information.

~~Fitness business separation charges.~~ On March 1, 2018, the Company's Board of Directors authorized proceeding with separating its Fitness business from the Company portfolio. While the Company continues to maintain its preparedness for a spin-off of the Fitness business, the Company expects to be in a position to announce a sale of the Fitness business as expeditiously as possible in the second quarter of 2019. In connection with this action, the Company incurred $7.8 million and $1.7 million of charges within Selling, general and administrative expense during the three months ended March 30, 2019 and March 31, 2018, respectively.

~~Purchase accounting amortization.~~ As part of purchase accounting for the Power Products acquisition completed in the third quarter of 2018, the Company recognized definite-lived intangible assets which will be amortized over their useful lives. During the first quarter of 2019, the Company recorded $7.2 million of purchase accounting amortization within Selling, general and administrative expense.

Tax items. The Company recognized an income tax ~~benefit of $(11.4) million and an income tax~~ provision ~~of $27.2 million~~ for the three months ended March ~~30, 2019 and March 31, 2018, respectively, which~~28, 2020 of $18.4 million. The income tax provision included a net benefit of ~~$(0.6)~~$0.8 million primarily related to net excess tax benefits related to share-based compensation. The Company recognized an income tax provision for the three months March 30, 2019 of $18.8 million which included net tax benefits of $2.8 million primarily related to state tax rate changes and net excess tax benefits related share-based compensation. The excess tax benefit for the three months ended March 28, 2020 and March 30, 2019, was $0.5 million and ~~a net charge of $6.7~~$1.2 million, respectively. ~~The net benefit of $(0.6) million related to certain special tax items. The net charge of $6.7 million was due primarily to updates related to 2017 tax reform.~~ The effective tax rate, which iswas calculated as the income tax provision ~~(benefit)~~ as a percentage of earnings ~~(loss)~~ before income taxes, for the three months ended March 28, 2020 was 20.7 percent. The effective tax rate for the three months ended March 30, 2019 ~~and March 31, 2018~~ was ~~23.9 percent and 27.2 percent, respectively.~~

~~See~~ 19.8 percent. Refer to Note 1213 – Income Taxes in the Notes to Condensed Consolidated Financial Statements for further details.

Results of Operations

Consolidated

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


(in millions, except per share data)	March 30, 2019			March 31, 2018			$ Change			% Change		March 28, 2020			March 30, 2019			$ Change			% Change
Net sales ^(A)	$	1,275.9		$	1,211.4		$	64.5		5.3	%	$	965.5		$	1,050.7		$	(85.2	)	(8.1	)%
Gross margin ^{(B) (A)}	337.5			310.0			27.5			8.9	%
Restructuring, exit, integration and impairment charges ^{(A) (C)}	141.5			3.8			137.7			NM
Operating earnings (loss) ^(D)	(28.6		)	105.1			(133.7		)	NM
Net earnings (loss)	(36.3		)	72.9			(109.2		)	NM
Gross margin^(A)												243.8			279.5			(35.7		)	(12.8	)%
Restructuring, exit and impairment charges												0.4			3.2			(2.8		)	(87.5	)%
Operating earnings												103.2			114.1			(10.9		)	(9.6	)%
Net earnings from continuing operations												70.7			76.2			(5.5		)	(7.2	)%

Diluted earnings (loss) per common share	$	(0.42	)	$	0.82		$	(1.24	)	NM
Diluted earnings per common share from continuing operations												$	0.88		$	0.87		$	0.01		1.1	%

Expressed as a percentage of Net sales:
Gross margin(A)	26.5		%	25.6		%				90 bps		25.3		%	26.6		%				(130) bpts
Selling, general and administrative expense ^(D)	14.9		%	13.5		%				140 bps		11.5		%	12.7		%				(120) bpts
Research and development expense	2.7		%	3.1		%				(40) bps		3.0		%	2.7		%				30 bpts
Restructuring, exit, integration and impairment charges ^(C)	11.1		%	0.3		%				NM
Restructuring, exit and impairment charges												0.0		%	0.3		%				(30) bpts
Operating margin	(2.2		)%	8.7		%				NM		10.7		%	10.9		%				(20) bpts

NM = not meaningful

~~bps~~bpts = basis points

(A) 2018 results include Sport Yacht and Yacht operations. In the first quarter of 2018, Sport Yacht and Yacht operations reported Net sales of $15.1 million, Gross margin of $(3.6) million, Restructuring, exit, integration and impairment charges of $1.4 million and Operating earnings (loss) of $(8.1) million.


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


~~(C)~~	~~2019 includes a $137.2 million goodwill impairment charge. Refer to~~ ~~Note 9 – Goodwill and Other Intangibles~~ ~~in the Notes to Condensed Consolidated Financial Statements for more information.~~


~~(D)~~	Includes $7.8 million and $1.7 million in the first quarters of 2019 and 2018, respectively, of charges related to the planned Fitness business separation. The first quarter of 2019 includes $7.2 million of purchase accounting amortization related to the acquisition of Power Products in the third quarter of 2018.

The following is a summary of Adjusted operating earnings and Adjusted diluted earnings per common share from continuing operations for the three month ended March 28, 2020 when compared with the same prior year comparative period:



	Operating Earnings						Diluted Earnings (Loss) Per Share
(in millions, except per share data)	March 28, 2020			March 30, 2019			March 28, 2020			March 30, 2019
GAAP	$	103.2		$	114.1		$	0.88		$	0.87
Restructuring, exit, and impairment charges	0.4			3.2			0.00			0.03
Purchase accounting amortization	7.5			7.2			0.06			0.06
Acquisition and IT transformation related costs	1.4			—			0.02			—
Special tax items	—			—			(0.00		)	(0.02		)
As Adjusted	$	112.5		$	124.5		$	0.96		$	0.94

Operating margin GAAP	10.7		%	10.9		%
Operating margin, as adjusted	11.7		%	11.8		%

Net sales ~~increased~~decreased 8 percent during the first quarter of ~~2019~~2020 when compared with the ~~first quarter~~same prior year period. Refer to the Propulsion, Parts and Accessories, and Boat segments for further details on the drivers of 2018 as a result of strong sales increases in the Marine Engine segment, partially offset by slight declines in the Boat segment and declines in the Fitness segment. Growth in the Marine Engine segment was led by benefits from the Power Products acquisition and a healthy demand for recently introduced higher horsepower outboard products. Additionally, the organic marine parts and accessories business continued its steady performance, with weather negatively influencing U.S. market growth in the quarter. Boat segment net sales changes.

Gross margin percentage decreased slightly and were negatively affected by the wind down of Sport Yacht and Yacht operations in 2018, partially offset by gains in premium offerings including Sea Ray Sport Boats and Sport Cruisers. Average selling prices expanded due to positive mix benefits and increased content on boats, along with inflationary price increases. As anticipated, Fitness segment revenues declined due to lower sales to value-oriented clubs along with softness in certain international markets. International net sales for the Company increased 4 percent130 basis points, in the first quarter of 2019 on a GAAP basis when compared with the first quarter of 2018, and increased 5 percent on a constant currency basis and excluding the impact of acquisitions. International sales increases were driven by Rest-of-World regions, Europe and Canada, partially offset by slight declines in Asia-Pacific.

~~Gross margin percent increased in the first quarter of 2019~~2020 when compared with the same prior year period, reflecting ~~strong performance in~~ the ~~Marine Engine segment resulting from favorable~~ impacts of ~~changes in sales mix, as well as margin benefits from the absence of the Sea Ray Sport Yacht~~manufacturing suspensions and ~~Yacht operations in 2019, which had a negative gross margin impact in 2018. Additionally, unfavorable factors drove lower gross margins in the Fitness segment including~~stay at home policies, unfavorable changes in ~~sales mix~~foreign exchange rates, and ~~cost inflation,~~tariffs, which were partially offset by ~~cost reduction efforts.~~favorable sales mix.

Selling, general and administrative expense (SG&A) ~~increased~~decreased during the first ~~three months~~quarter of ~~2019~~2020 when compared with the same prior year period. SG&A ~~in 2019~~ included purchase accounting amortization, ~~associated with the Power Products~~ acquisition ~~while SG&A in both 2019~~ and ~~2018 included~~IT transformation-related costs, ~~associated with the planned Fitness business separation.~~as applicable. Excluding these items, SG&A as a percentage of sales was ~~slightly higher~~lower in the first quarter of ~~2019~~2020 compared with the ~~first quarter of 2018. Research~~same prior year

period, reflecting the impact of cost control measures. Research and development expense ~~decreased overall~~was relatively consistent in ~~the first quarter of~~2020 versus 2019, ~~as spending increases to support new product development in the prior year were largely completed, partly offset by~~reflecting continued investment in new ~~product~~products in ~~the Marine Engine segment.~~all segments.

The Company recorded restructuring, exit ~~integration~~ and impairment charges of ~~$141.5~~$0.4 million during the three months ended March 28, 2020 and ~~$3.8~~recorded $3.2 million during the three months ended March 30, ~~2019 and March 31, 2018, respectively.~~2019. Refer to Note 34 – Restructuring, Exit ~~Integration~~ and Impairment Activities in the Notes to Condensed Consolidated Financial Statements for further information.

The Company recorded Equity earnings of ~~$1.9~~$1.8 million and ~~$1.0~~$1.9 million in the three months ended March ~~30, 2019~~28, 2020 and March ~~31, 2018,~~30, 2019, respectively, which were mainly related to the Company's marine and technology-related joint ventures.

The Company recognized ~~$(1.6)~~$0.7 million and ~~$(0.0)~~$(1.6) million in Other ~~expense,~~income (expense), net in the three months ended March 28, 2020 and March 30, 2019, ~~and March 31, 2018,~~ respectively. Other ~~expense,~~income (expense), net primarily includes ~~pension and~~ other postretirement benefit costs the amortization of deferred income related to a trademark licensing agreement with AMF Bowling Centers, Inc. as discussed in Note 1 in the Notes to Consolidated Financial Statements in the 2018 Form 10-K, as well asand remeasurement gains and losses resulting from changes in foreign currency rates.

Net interest expense ~~increased $13.4 million~~decreased for the three months ended March ~~30, 2019~~28, 2020 when compared with the same prior year period ~~as a result~~due to reduction in average daily debt outstanding, which was influenced by the timing of ~~recent~~ debt ~~issuances as discussed in~~ retirements and debt issuances. Refer to Note 1415 – Debt in the Notes to Condensed Consolidated Financial Statements and Note 1716 in the Notes to Consolidated Financial Statements in the ~~2018~~2019 Form 10-K.

The Company recognized an income tax provision for the three months ended March 28, 2020 of $18.4 million. The income tax provision for the period included a net benefit of ~~$(11.4)~~$0.8 million ~~and~~primarily associated with the net excess tax benefits related to share-based compensation. The Company recognized an income tax provision ~~of $27.2 million~~ for the three months ended March 30, 2019 ~~and March 31, 2018, respectively,~~of $18.8 million, which included a net benefit of ~~$(0.6)~~$2.8 million primarily related to state tax rate changes and net excess tax benefits related to share-based compensation. The excess tax benefit for the three months ended March 28, 2020 and March 30, 2019, was $0.5 million and ~~a net charge of $6.7~~$1.2 million, respectively. ~~The net benefit of $(0.6) million related to certain special tax items. The net charge of $6.7 million was due primarily to updates related to 2017 tax reform.~~

The effective tax rate, which is calculated as the income tax provision ~~(benefit)~~ as a percentage of earnings ~~(loss)~~ before income taxes, for the three months ended March 28, 2020 was 20.7 percent and 21.3 percent on an as adjusted basis. The effective tax rate for the three months ended March 30, 2019 ~~and March 31, 2018~~ was ~~23.9~~19.8 percent and ~~27.2~~21.5 percent ~~respectively.~~on an as adjusted basis.

Due to the factors described in the preceding paragraphs, operating earnings ~~(loss),~~and net earnings ~~(loss) and diluted~~from continuing operations decreased. Diluted earnings ~~(loss)~~ per common share ~~decreased~~from continuing operations increased during the first quarter of ~~2019~~2020 when compared with the same prior year ~~period.~~

~~Diluted earnings per common~~period due to lower weighted shares outstanding due to share ~~as adjusted, decreased by $(0.02) per share, or (2) percent, to $0.99 per share for~~repurchases in 2019 and during the first quarter of 2019 when compared with the first quarter of 2018, and included adjustments for the following items: a $1.29 per share charge for restructuring, exit, integration and impairment, a $0.07 per share charge for Fitness business separation costs, a $0.06 per share charge for purchase accounting amortization and a $0.01 per share net benefit for special tax items. In 2018, Diluted earnings per common share, as adjusted, was $1.01 per share and included the following items: a $0.03 per share charge for restructuring, exit, integration and impairment, an $0.08 per share net charge for special tax items, $0.07 per share of losses for Sport Yacht and Yacht operations and a $0.01 per share charge for Fitness business separation costs.in 2020.

~~Marine Engine~~Propulsion Segment

The following table sets forth ~~Marine Engine~~Propulsion segment results for the three months ended:


(in millions)	March 30, 2019			March 31, 2018			$ Change		% Change		March 28, 2020			March 30, 2019			$ Change			% Change
Net sales	$	766.0		$	687.1		$	78.9	11.5	%	$	448.6		$	452.4		$	(3.8	)	(0.8	)%
Operating earnings ^(A)	112.9			95.7			17.2		18.0	%	61.3			59.9			1.4			2.3	%
Operating margin ^(A)	14.7		%	13.9		%			80 bps		13.7		%	13.2		%				50 bpts

~~bps~~bpts = basis points

~~(A) Includes $7.2 million of purchase accounting amortization in 2019.~~

The ~~Marine Engine~~Propulsion segment ~~reported strong~~ net sales ~~increases led by benefits from~~slightly decreased in the ~~Power Products acquisition. The propulsion business~~first quarter versus 2019. Net sales benefited from ~~healthy~~continued robust demand for ~~recently introduced~~ higher horsepower outboard ~~products, including~~engine categories introduced in 2018 and 2019, particularly in the ~~new~~ 175 and above horsepower categories, and related controls and systems. The Propulsion segment continues to ~~300 horsepower outboards. These new outboard products drove sales mix improvements,~~gain market share ~~gains~~in high horsepower engines, specifically in saltwater markets. This increase was more than offset by unfavorable absorption due to lower production, and ~~margin accretion. The organic marine parts~~lower sales of outboard engines 150 horsepower and accessories business continued its steady performance, with weather negatively influencing U.S. market growth in the quarter. Revenues from the Power Products acquisition completed in the third quarter of 2018 accounted for 8 percentage points of the Marine Engine segment's revenue growth rate. below and sterndrive engines, as anticipated.

International net sales were 3235 percent of the segment's net sales inthrough the first quarter of ~~2019~~2020 and increased 1511 percent from the prior year on a GAAP basis. On a constant

currency basis, ~~and excluding the impact of the Power Products acquisition,~~ international net sales increased 1314 percent mainly due to increases in ~~all regions,~~China and Asia-Pacific, particularly in higher horsepower engines in commercial applications, partially offset by declines in Europe and ~~Asia-Pacific.~~Canada, resulting mostly from the impact of COVID-19 related manufacturing suspensions and stay-at-home policies on original equipment manufacturer (OEM) and dealer customers.

~~Marine Engine~~Propulsion segment operating earnings ~~increased~~for the quarter was $61.3 million, an increase of 2 percent, which was the result of favorable changes in cost control measures and favorable changes in sales mix, partially offset by unfavorable changes in foreign exchange rates, tariffs, and volume declines due to manufacturing suspensions from COVID-19.

Parts & Accessories Segment

The following table sets forth Parts and Accessories (P&A) segment results for the three months ended:



(in millions)	March 28, 2020			March 30, 2019			$ Change			% Change
Net sales	$	301.6		$	313.6		$	(12.0	)	(3.8	)%

Operating Earnings GAAP	$	46.2		$	47.8		(1.6		)	(3.3	)%
Purchase accounting amortization	7.2			7.2			—			—	%
Restructuring, exit and impairment charges	0.3			—			0.3			NM
Operating Earnings, as adjusted	$	53.7		$	55.0		(1.3		)	(2.4	)%

Operating margin GAAP	15.3		%	15.2		%				10 bpts
Operating margin, as adjusted	17.8		%	17.5		%				30 bpts

NM = not meaningful

bpts = basis points

The P&A segment net sales decreased $12 million, or 4 percent in the first quarter of 2020 versus the first quarter of 2019, as strong sales growth at Power Products was offset by lower sales in other business categories. The decrease in sales was primarily due to stay at home policies as a result of ~~higher~~COVID-19, which disrupted both dealer operations and boat activity in many locations towards the end of the first quarter, at a time when seasonal sales are usually accelerating.

International sales were 30 percent of the P&A segment's net sales in the first quarter of 2020 and ~~favorable impacts from changes~~decreased 9 percent year over year on a GAAP basis. On a constant currency basis, international net sales decreased 6 percent as increases in ~~sales mix and benefits from~~Asia-Pacific were offset by declines in most other regions due to the ~~Power Products acquisition. Partially offsetting these items~~impact of stay-at-home policies.

P&A segment operating earnings for the quarter were ~~continued investments in capacity expansions aimed at furthering engine production capabilities.~~$46.2 million, a decrease of 3 percent, which was relatively consistent the revenue decline.

Boat Segment

The following table sets forth Boat segment results for the three months ended:

(in millions) March 30,
2019 March 31,
2018 $
Change %
Change
Boat segment:
Net sales $ 373.3
$ 376.5
$ (3.2 ) (0.8 )%
Restructuring, exit, integration and impairment charges 2.0
2.6
(0.6 ) (23.1 )%
Operating earnings 22.0
14.4
7.6
52.8 %
Operating margin 5.9 % 3.8 %
210 bps

Sport Yacht and Yacht operations:
Net sales 0.3
15.1
(14.8 ) (98.0 )%
Restructuring, exit, integration and impairment charges —
1.4
(1.4 ) NM
Operating loss (1.1 ) (8.1 ) 7.0
86.4 %



(in millions)	March 28, 2020			March 30, 2019			$ Change			% Change
Net sales	$	291.5		$	373.3		$	(81.8	)	(21.9	)%

Operating Earnings GAAP	$	5.1		$	27.0		(21.9		)	(81.1	)%
Restructuring, exit and impairment charges	—			2.0			(2.0		)	NM
Acquisition related cost	0.7			—			0.7			NM
Purchase accounting amortization	0.3			—			0.3			NM
Operating Earnings, as adjusted	$	6.1		$	29.0		(22.9		)	(79.0	)%

Operating margin GAAP	1.7		%	7.2		%				(550) bpts
Operating margin, as adjusted	2.1		%	7.8		%				(570) bpts

~~bps = basis points~~

NM = not meaningful

bpts = basis points

Boat segment net sales decreased ~~slightly with comparisons negatively~~$81.8 million, or 22 percent in the first quarter of 2020 versus the first quarter of 2019. The Boat segment net sales were affected by temporary suspension of manufacturing and shipping in most plants towards the wind down of Sport Yacht and Yacht operations in 2018. Excluding this factor, sales increased due in part to sales increases for aspirational brands with premium content, including Sea Ray Sport Boats and Sport Cruisers. Unit volumes declined due mostly to softness in value categories, due in part to weather delaying the startend of the quarter as a result of COVID-19. Premium boat brands continue to perform strongly at retail, ~~season. Average selling prices expanded~~including Boston Whaler, the market leader in the saltwater fishing category. However, sales declined in the quarter due to ~~positive mix benefits and increased content on boats, along with inflationary price increases.~~challenging comparisons versus 2019, due partially to the continued production ramp up of new models in 2020. International sales were 2726 percent of the segment's net sales in the first ~~quarter~~three months of ~~2019~~2020 and decreased 224 percent on a GAAP basis. On a constant currency basis, international sales ~~increased 1~~decreased 22 percent, reflecting ~~sales growth~~declines in Canada and ~~Rest-of-World, partially offset by declines in Europe and Asia-Pacific.~~Rest-of-World.

Boat segment operating earnings ~~increased in~~for the ~~first~~ quarter was $5.1 million, a decrease of 2019 when compared with the first quarter of 2018, primarily reflecting benefits from the wind-down of Sea Ray Sport Yacht and Yacht operations completed in 2018. Excluding the impact of Sport Yacht and Yacht operations, operating earnings decreased slightly81 percent as a result of lower volume, along with less favorable ~~plant efficiencies at certain of our boat facilities, due in part~~sales mix and higher retail discounts offered to ~~new product integrations, and planned spending on profit improvement initiatives.~~lower non-current pipeline inventories. These negative factors were ~~partially~~partly offset by ~~positive changes in sales mix.~~

~~Fitness Segment~~

~~The following table sets forth Fitness segment results for the three months ended:~~

(in millions) March 30,
2019 March 31,
2018 $
Change %
Change
Net sales 225.2
244.4
$ (19.2 ) (7.9 )%
Restructuring, exit, integration and impairment charges ^(A)
138.3
1.2
137.1
NM
Operating earnings (loss) ^(B)
(139.1 ) 11.0
(150.1 ) NM
Operating margin ^(B)
(61.8 )% 4.5 %
NM

~~NM = not meaningful~~

~~(A) Charges in 2019 primarily relate to a $137.2 million goodwill impairment charge as discussed in~~ ~~Note 9 – Goodwill and Other Intangibles~~ ~~in the Notes to Condensed Consolidated Financial Statements.~~

~~(B) Includes $1.7 million of separation costs in 2019.~~

~~Consistent with expectations, Fitness segment revenues declined due to lower sales to Planet Fitness along with softness in certain international markets.~~International net sales were 49 percent of the segment's net sales in the first quarter of 2019 and decreased 10 percent on a GAAP basis and 7 percent on a constant currency basis, reflecting declines in Asia-Pacific and Europe partially offset by increases in Rest-of-World regions.

Fitness segment operating earnings decreased as a result of higher restructuring, exit, integration and impairment charges, lower net sales and several factors affecting gross margin including unfavorable changes in sales mix and cost inflation, partially offset bybenefits from cost reduction ~~efforts. Additionally, operating expenses increased as a result of higher separation costs and investments in products and technology in advance of the separation.~~measures.

Corporate/Other

The following table sets forth Corporate/Other results for the three months ended:

(in millions) March 30,
2019 March 31,
2018 $
Change %
Change
Restructuring, exit, integration and impairment charges $ 1.2
$ —
$ 1.2
NM
Operating loss ^(A)
(24.4 ) (16.0 ) (8.4 ) (52.5 )%



(in millions)	March 28, 2020			March 30, 2019			$ Change			% Change
Operating loss GAAP	$	(9.4	)	$	(20.6	)	$	11.2		54.4	%
Restructuring, exit and impairment charges	0.1			1.2			(1.1		)	NM
IT transformation cost	0.7			—			0.7			NM
Operating loss, as adjusted	$	(8.6	)	$	(19.4	)	10.8			55.7	%

NM = not meaningful

~~(A) Includes $6.1 million and $1.7 million of charges in 2019 and 2018, respectively, related to the Fitness business separation.~~

Corporate operating expenses ~~increased~~decreased 54 percent in the first quarter ofversus 2019, as a result of ~~increased costs associated with the planned Fitness business separation~~several factors which included cost reduction measures, a reduction in bonus accruals due to market conditions, and ~~unfavorable~~favorable mark-to-market adjustments for deferred compensation arrangements.

Cash Flow, Liquidity and Capital Resources

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


(in millions)	March 30, 2019			March 31, 2018			March 28, 2020			March 30, 2019
Net cash used for operating activities	$	(79.4	)	$	(67.1	)
Net cash used for operating activities of continuing operations							$	(83.9	)	$	(73.2	)
Net cash provided by (used for):
Plus: Capital expenditures	(88.1		)	(37.1		)	(55.9		)	(86.2		)
Plus: Proceeds from the sale of property, plant and equipment	—			0.1			0.4			—
Plus: Effect of exchange rate changes	0.3			4.3			(4.4		)	0.3
Less: Cash paid for Fitness business separation costs, net of tax	0.3			—
Total free cash flow ^(A)	$	(167.5	)	$	(99.8	)
Total free cash flow from continuing operations ^(A)							$	(143.8	)	$	(159.1	)

(A) The Company defines “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, as well as cash paid for Fitness business separation costs, net of tax)~~activities) 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. The Company uses this financial measure both in presenting its results to shareholders and the investment community and in its internal evaluation and management of its businesses. Management believes that this financial measure and the information it provides are useful to investors because it permits investors to view Brunswick’s performance using the same tool that management uses to gauge progress in achieving its goals. Management believes 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.

Brunswick’s 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, proceeds from divestitures and potential borrowings. The Company evaluates potential acquisitions, divestitures and joint ventures in the ordinary course of business.

~~2019~~2020 Cash Flow

Net cash used for operating activities of continuing operations in the first ~~quarter~~three months of ~~2019~~2020 totaled ~~$79.4~~$83.9 million versus ~~$67.1~~$73.2 million in the comparable period of ~~2018.~~2019. This comparison reflected lower ~~net~~ earnings, net of non-cash items (depreciation and amortization, impairments and income tax impacts not yet realized in cash) ~~in 2019, which were partially~~ offset by ~~favorable working~~reduced capital ~~usage trends. For further details on factors influencing cash flows in both periods, refer to the following discussion.~~

In the first quarter of 2019, net cash used for operating activities totaled $79.4 million. The primary driver of the cash used for operating activities was a seasonal increase in working capital, partially offset by net earnings net of non-cash expense items.expenditures. 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. Accounts and notes receivable increased ~~$133.3~~$143.2 million primarily due to seasonal changes in ~~net~~ sales in the ~~Marine Engine~~Propulsion and P&A segments. Inventory increased $15.6 million, driven by the impact of temporary production suspensions in response to COVID-19, which resulted in slightly higher increases in raw material and work-in-process inventories. Accrued expenses decreased $15.6 million, primarily driven by payment of prior year variable compensation, which had been accrued as of December 31, 2019. Accounts payable decreased $13.3 million primarily due to timing of payments and lower production levels across all reportable segments due to temporary production suspensions in response to COVID-19.

Net cash used for investing activities of continuing operations was $59.1 million, which included capital expenditures of $55.9 million. The Company's capital spending was significantly lower than prior year as the Company deferred capital spending related to lower priority projects.

Net cash provided by financing activities was $325.2 million and primarily related to net proceeds from issuances from short-term debt, which exceeded common stock repurchases and cash dividends paid to common shareholders. Refer to Note 15 – Debt in the Notes to Condensed Consolidated Financial Statements for further details on the Company's debt activity during the quarter.

2019 Cash Flow

In the first three months of 2019, net cash used for operating activities of continuing operations totaled $73.2 million. The primary driver of the cash provided by operating activities was net earnings net of non-cash expense items, offset by seasonal increase in working capital. Accounts and notes receivable increased $147.5 million due primarily to seasonal changes in net sales and timing of collections in the Propulsion segment. ~~Net inventories~~Inventory increased ~~by $47.7~~$43.6 million primarily driven by increases to support higher production volumes in advance of the marine selling season. Accrued expenses decreased ~~$26.1~~$24.5 million ~~primarily~~ driven by ~~the impact~~payment of ~~payments of the~~ prior year's variable compensation, which had been accrued as of December 31, 2018.

Accounts payable increased $13.1 million, primarily driven by timing of payments.

Net cash used for investing activities during the first three months of 2019 totaled $91.9 million, ~~which included~~primarily driven by capital expenditures of ~~$88.1~~$86.2 million. The Company's capital spending focused on investments in new products as well as capacity expansion ~~initiatives, mostly in the Marine Engine segment.~~initiatives.

Net cash provided by financing activities was $38.2 million ~~and primarily~~during the first quarter of 2019. The cash inflow was related to net issuances of long-term debt, partially offset by cash dividends paid to common shareholders. ~~Refer to~~ ~~Note 14 – Debt~~ ~~in the Notes to Condensed Consolidated Financial Statements for further details on the Company's debt activity during the quarter.~~

~~2018 Cash Flow~~

In the first quarter of 2018, net cash used for operating activities totaled $67.1 million. The primary driver of the cash used for operating activities was a seasonal increase in working capital, partially offset by net earnings net of non-cash expense items and an income tax refund. Accounts and notes receivable increased $114.8 million due primarily due to seasonal changes in net sales in the Marine Engine segment. Net inventories increased by $75.4 million, primarily driven by increases to support higher production volumes in advance of marine selling season. Accrued expenses decreased $35.0 million, primarily driven by the impact of payments of the prior year's variable compensation, which had been accrued as of December 31, 2017.

Net cash used for investing activities during the first quarter of 2018 totaled $42.0 million, which included capital expenditures of $37.1 million. The Company's capital spending focused on investments in new products as well as capacity expansion initiatives, mostly in the marine segments.

Net cash used for financing activities of continuing operations was $60.0 million during the first quarter of 2018. The cash outflow included common stock repurchase activity and cash dividends paid to common shareholders.

Liquidity and Capital Resources

The Company views its highly liquid assets as of March ~~30, 2019,~~28, 2020, December 31, ~~2018~~2019 and March ~~31, 2018~~30, 2019 as:


(in millions)	March 30, 2019		December 31, 2018		March 31, 2018		March 28, 2020		December 31, 2019		March 30, 2019
Cash and cash equivalents	$	161.5	$	294.4	$	284.0	$	502.9	$	320.3	$	161.5
Short-term investments in marketable securities	0.8		0.8		0.8		0.8		0.8		0.8
Total cash, cash equivalents and marketable securities	$	162.3	$	295.2	$	284.8	$	503.7	$	321.1	$	162.3

The following table sets forth an analysis of total liquidity as of March ~~30, 2019,~~28, 2020, December 31, ~~2018~~2019 and March ~~31, 2018:~~30, 2019:


(in millions)	March 30, 2019		December 31, 2018		March 31, 2018		March 28, 2020		December 31, 2019		March 30, 2019
Cash, cash equivalents and marketable securities	$	162.3	$	295.2	$	284.8	$	503.7	$	321.1	$	162.3
Amounts available under lending facility ^(A)	396.4		295.7		295.7		2.9		387.9		396.4
Total liquidity ^(B)	$	558.7	$	590.9	$	580.5	$	506.6	$	709.0	$	558.7

(A) See Note 1415 – Debt in the Notes to Condensed Consolidated Financial Statements for further details on the Company's lending facility.

(B) The Company defines 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 its 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. The Company uses this financial measure both in presenting its results to shareholders and the investment community and in its internal evaluation and management of its businesses. Management believes that this financial measure and the information it provides are useful to investors because it permits investors to view the Company’s performance using the same metric that management uses to gauge progress in achieving its goals. Management believes that the non-GAAP financial measure “Total liquidity” is also useful to investors because it is an indication of the Company’s available highly liquid assets and immediate sources of financing.

Cash, cash equivalents and marketable securities totaled $503.7 million as of March 28, 2020, an increase of $182.6 million from $321.1 million as of December 31, 2019, and an increase of $341.4 million from $162.3 million as of March 30, ~~2019, a decrease of $132.9 million from $295.2 million as of December 31, 2018, and a decrease of $122.5 million from $284.8 million as of March 31, 2018.~~2019. Total debt as of March 28, 2020, December 31, 2019 and March 30, 2019 ~~December 31, 2018 and March 31, 2018~~ was ~~$1,286.5~~$1,494.7 million, ~~$1,220.8~~$1,109.3 million and ~~$434.0~~$1,286.5 million, respectively. The Company's debt-to-capitalization ratio was 53.4 percent as of March 28, 2020, up from 46.0 percent as of December 31, 2019 and from 45.7 percent as of March 30, ~~2019, up from 43.5 percent as of December 31, 2018 and from 22.7 percent as of March 31, 2018.~~2019.

In the first quarter of 2019, and consistent with the Company's plan to substantially reduce all of its near-term maturity debt, the Company issued $230 million of 30-year senior notes and used $150 million of the proceeds to retire its 3-year tranche loan due 2021. Refer to ~~Note 14 – Debt~~ in the Notes to Condensed Consolidated Financial Statements for further details on the Company's debt activity during the quarter. Management believes that the Company has adequate sources of liquidity to meet the Company's short-term and long-term needs.

During the first ~~quarter~~three months of ~~2019,~~2020, the Company borrowed a total of ~~$215.0~~$385.0 million under the Credit ~~Facility, all of which was repaid during the quarter.~~Facility. The maximum amount utilized under the Credit Facility during the period, including letters of credit outstanding, was ~~$163.4~~$387.9 million. The Company ~~did not borrow~~borrowed $215.0 million under the ~~Credit Facility~~credit facility, all of which was repaid during ~~2018.~~the first quarter of 2019.

The ~~Company did not make contributions~~level of borrowing capacity under the Company's credit revolving facility is limited by both a leverage and interest coverage test. These covenants also pertain to ~~its qualified pension plans during~~termination provisions included in the ~~three months ended March 30, 2019 or March 31, 2018. During~~Company's wholesale financing joint venture arrangements with Wells Fargo Distribution Finance. Based on the ~~three months ended March 30, 2019 and March 31, 2018,~~Company's anticipated earnings generation throughout the year, the Company ~~contributed $1.5 million~~expects to maintain sufficient cushion against the existing debt covenants and ~~$1.0 million, respectively,~~will continue to ~~fund benefit payments~~monitor opportunities to ~~its nonqualified pension plan.~~increase liquidity.

~~2019~~2020 Cash Flow Outlook and Capital Plan

~~The Company is projecting an increase in net earnings in 2019 when compared with 2018.~~ Net activity in working capital is projected to reflect a usage of cash in ~~2019~~2020 in the range of ~~$10~~$40 million to ~~$30~~$60 million. Additionally, the Company is planning for capital expenditures in the range of approximately ~~$240~~$150 million to ~~$260~~$160 million, including investments in ~~capacity~~critical product programs and ~~new products, as well as cash payments in~~digital initiatives that will drive future earnings growth and market share gains, which also reflects the ~~first quarter~~deferral of ~~2019 that relate to 2018 engine manufacturing capacity~~lower priority projects. Including these and other factors, the Company plans to generate free cash flow in ~~2019~~2020 in excess of ~~$320 million,~~$125 million.

The Company ended the first quarter of 2020 with approximately ~~$20~~$515 million ~~attributable to~~of cash on hand, which included proceeds from the Company's ~~Fitness segment.~~

drawn-down revolver. As a result of the retail bond issuances undertaken after the Power Products acquisition, the Company's maturity profile has been greatly extended, with no significant long-term debt maturities until 2023. The Company plans on reducing debt outstanding by ~~at least $150~~$40 million ~~to $200 million primarily toward the end of 2019,~~in 2020, consistent with ~~estimated~~scheduled maturities, which will be funded from free cash flow. The Company estimates net interest expense inof $70 million, which reflects higher borrowings under the range of $73 million to $75 million. Upon completion of the Fitness business separation, the Company will re-assess its debt retirement objectives, potential future acquisitions and share repurchase activities. The 2019 capital plan does not incorporate the utilization of any net proceeds the Company may receive in connection with the Fitness business separation.revolving credit facility.

Including the previously described planned debt actions in 2019, the Company plans to substantially reduce all of its near-term maturity debt (maturities 2023 and prior). To date, the Company has mostly funded reductions with proceeds from 30-year senior notes issued since October 2018. The remainder is expected to be funded primarily through free cash flow, potentially augmented by proceeds from the Fitness business separation.

Quarterly dividend payments in the 2019 plan are anticipated to be $0.21 per share, consistent with current levels. However, the Company may adjust these levels as it evaluates opportunities to grow dividends.

The Company ~~plans~~repurchased $34.1 million of shares in the first three months of 2020, lowering the total remaining authorization to ~~fully exit its qualified defined benefit pension plans in 2019, which will require a residual pre-tax contribution of approximately $15 million~~$200.7 million. Due to ~~$25 million. Additionally,~~global economic uncertainty, the Company ~~expects to incur charges in connection with this action, including~~suspended all share repurchase activity for the ~~recognition~~remainder of ~~actuarial losses as well as certain income tax consequences.~~2020.

The Company ~~expects~~estimated its effective tax rate to be between 21 and 22 percent for the year, with cash tax rate to be in the ~~high-single~~low double digit percentage ~~range in 2019.~~range.

Financing Joint Venture

Through the Company's Brunswick Financial Services Corporation subsidiary, Brunswick owns a 49 percent interest in a joint venture, Brunswick Acceptance Company, LLC (BAC). Under the terms of the joint venture agreement, BAC provides

secured wholesale inventory floorplan financing to Brunswick's boat and engine dealers. A subsidiary of Wells Fargo & Company owns the remaining 51 percent. The Company's financial services joint venture, Brunswick Acceptance Company, LLC, is detailed in the ~~2018~~2019 Form 10-K.

Off-Balance Sheet Arrangements and Contractual Obligations

The Company’s off-balance sheet arrangements and contractual obligations, as of December 31, ~~2018,~~2019, are detailed in the ~~2018~~2019 Form 10-K. There have been no material changes in these arrangements and obligations outside the ordinary course of business since December 31, ~~2018.~~2019.

Environmental Regulation

There were no material changes in the Company's environmental regulatory requirements since the filing of its ~~2018~~2019 Form 10-K.

Critical Accounting Policies

There were no further material changes in the Company’s critical accounting policies since the filing of its 2019 Form 10-K.

As discussed in the ~~2018~~2019 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 at the date of the consolidated financial statements and revenues and expenses during the periods reported. Actual results may differ from those estimates.

~~As a result of the early adoption of ASU 2017-04,~~ ~~Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment~~ ~~as discussed in~~ Recent Accounting Pronouncements

Refer to Note 1 – Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements, the Company no longer uses the two-step goodwill impairment test described in the 2018 Form 10-K. Previously, the first step of the goodwill impairment test compared the fair value of a reporting unit with its carrying value. If the carrying amount exceeded fair value, a second step was performed to measure the implied fair value of goodwill and compare it with the carrying value of goodwill. Under the new standard, the second step is not performed; the goodwill impairment is simply measured as the carrying value of the reporting unit less its fair value, not to exceed the carrying value of goodwill. The Company applied the new standard in calculating the $137.2 million goodwill impairment recorded within the Fitness segment in the first quarter of 2019 as discussed in ~~Note 9 – Goodwill and Other Intangibles~~ ~~in the Notes to Condensed Consolidated Financial Statements.~~

Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for the purposes of this impairment will prove to be an accurate prediction of the future.

Brunswick is currently working to separate the Fitness business, which could involve either a sale or spin-off transaction. There are several factors that could result in the need for an additional impairment charge. For example, the separation may result in a sale and proceeds may be different than our current assumptions, or the assumptions underlying the income approach may vary, including possible declines in future operating results. It is not possible to predict what the valuation outcome will be and how the facts and circumstances at the time will influence the Brunswick Board of Directors’ final decision on the method of separation.

~~There were no further material changes in the Company’s critical accounting policies since the filing of its 2018 Form 10-K.~~

~~Recent Accounting Pronouncements~~

~~See~~ ~~Note 1 – Significant Accounting Policies~~ in the Notes to Condensed Consolidated Financial Statements for the recent accounting pronouncements that have been adopted during the three months ended March ~~30, 2019,~~28, 2020, or will be adopted in future periods.

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,” “expect,” “intend,” “target,” “plan,” “goal,” “seek,” “estimate,” “believe,” “predict,” “outlook,” “anticipates”~~"may," "could," "expect," "anticipate," "intend," "position," "intend," "target," "plan," "seek," "estimate," "believe," "predict," "outlook," "project," "outlook," "goal," and similar expressions are intended to identify forward-looking statements. ~~Such~~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 ~~quarterly report.~~Quarterly Report on Form 10-Q. These risks include, but are not limited to: the novel coronavirus (COVID-19) pandemic, including, without limitation, the impact on global economic conditions and on capital and financial markets, changes in consumer behavior and demand, the potential unavailability of personnel or key facilities, modifications to the Company's operations, and the potential implementation of regulatory actions; the effect of adverse general economic conditions, including the amount of disposable income consumers have available for discretionary spending, tight consumer credit markets, and the level of consumer confidence on the demand for our products and services; our ability to successfully implement our strategic plan and growth initiatives; our ability to integrate targeted acquisitions, including the Global Marine & Mobile Business of Power Products; the possibility that the proposed Fitness business separation may not provide business benefits, or may not be consummated within the anticipated time period or at all; having to record an impairment to the value of goodwill and other assets; changes to U.S. trade policy and tariffs; the inability to identify and complete targeted acquisitions; the risk that strategic divestitures may not provide business benefits; the potential for disruption to our business in connection with the Fitness business separation or Power Products acquisition, making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred in connection with these transactions; the possibility that the expected synergies and value creation from these transactions will not be realized or will not be realized within the expected time period; having to record an impairment to the value of goodwill and other assets; changes to U.S. trade policy and tariffs; the inability to identify and complete targeted acquisitions; negative currency trends, including shifts in exchange rates; fiscal policy concerns; adequate financing access for dealers and customers and our ability to access capital and credit markets; maintaining effective distribution; adverse economic, credit, and capital market conditions; loss of key customers; attracting and retaining skilled labor, ~~and~~ implementing succession plans for key ~~leadership;~~leadership, and executing organizational and leadership changes; inventory reductions by dealers, retailers, or independent boat builders; requirements for us to repurchase inventory; actual or anticipated increases in costs, disruptions of supply, or defects in raw materials, parts, or components we purchase from third parties, including as a ~~the~~ result of new tariffs on raw materials, increased demand for shipping carriers, and transportation disruptions; higher energy and fuel costs; our ability to protect our brands and intellectual property; absorbing fixed costs in production; managing our manufacturing footprint; outages, breaches, or other cybersecurity events regarding our technology systems, which could result in lost or stolen information and associated remediation costs; ~~our ability to meet pension funding obligations;~~ managing our share repurchases; competitive pricing pressures; our ability to develop new and innovative products and services at a competitive price, in legal

compliance with existing rules; maintaining product quality and service standards; product liability, warranty, and other claims risks; legal and regulatory compliance, including increased costs, fines, and reputational risks; changes in income tax legislation or enforcement; certain divisive shareholder activist actions; joint ventures that do not operate solely for our benefit; international business risks; and weather and catastrophic event risks.

Additional risk factors are included in the ~~2018~~2019 Form 10-K and ~~under~~in Item 1A. Risk Factors in Part II ~~Item 1a, “Risk Factors,” of this report.~~- Other Information below. 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 or for changes by wire services or Internet service providers.~~Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk from changes in foreign currency exchange rates, interest rates and commodity prices. The Company enters into various hedging transactions to mitigate these risks in accordance with guidelines established by the Company’s management. The Company does not use financial instruments for trading or speculative purposes. The Company’s risk management objectives are described in Note 56 – Financial Instruments in the Notes to Condensed Consolidated Financial Statements and ~~Notes 1 and 15~~Note 14 in the Notes to Consolidated Financial Statements in the ~~2018~~2019 Form 10-K.

There have been no significant changes to the Company’s market risk since December 31, ~~2018.~~2019. 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 ~~2018~~2019 Form 10-K.

Item 4. Controls and Procedures

Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer of the Company (its principal executive officer and principal financial officer, respectively), the Company has evaluated its 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 the Company’s disclosure controls and procedures are effective. The Company implemented internal controls to ensure the adequate evaluation of all leases and proper assessment of the impact of the new leasing standard (ASC 842) on the financial statements to facilitate the adoption and implementation on January 1, 2019. There were no material changes to the Company's internal control over financial reporting due to the adoption of the new standard. There were no changes in the Company’s internal control over financial reporting during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1A. Risk Factors

~~Brunswick’s~~The Company's operations and financial results are subject to ~~various~~certain risks and uncertainties, ~~that~~including those described in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, as updated and supplemented below, which could adversely affect ~~the Company’s~~our business, financial condition, results of operations, cash flows, and the trading price of ~~Brunswick’s~~our common stock. ~~There~~

Actual or potential Public health emergencies, epidemics or pandemics, such as the current novel coronavirus (COVID-19) pandemic, could have ~~been no~~a material ~~changes to the risk factors previously disclosed in the 2018 Form 10-K, other than certain updates to the risk factor set forth below.~~adverse effect on our business, results of operations, or financial condition.

The ~~anticipated Fitness business separation~~impact of actual or potential public health emergencies, epidemics or pandemics on the Company, our suppliers, dealers, and customers, and the general economy could be ~~disruptive to~~wide-ranging and significant, depending on the nature of the actual or potential public health emergency, epidemic or pandemic, governmental actions, and public reactions.

The impact of the current COVID-19 pandemic includes illness, quarantines, cancellation of events and travel, business and ~~our operations,~~school shutdowns, reduction in economic activity, widespread unemployment, and ~~there can be no assurance that it will provide business benefits or that it will be consummated within the anticipated time period or at all.~~supply chain interruptions, which collectively have caused significant disruptions to global economies and financial markets.

The ~~Fitness business separation, whether~~COVID-19 pandemic has resulted in, and may continue to result in, significant reductions in demand or significant future volatility in demand for one or more of our products, which may be caused by, among other things: the temporary inability of consumers to purchase our products due to illness, quarantine or other travel restrictions; dealership closures or financial hardship; a ~~sale~~reduction in boating activity as a result of governmental actions or ~~spin-off transaction, like any business separation, involves risks, including difficulties associated with the separation~~self-quarantine measures; shifts in demand away from our more discretionary or higher priced products; and reduced options for marketing and promotion of ~~operations, services, and personnel, disruption in our operations~~products or ~~businesses, the potential loss of key employees, and adverse effects on relationships with business partners. In addition, we will incur significant expense~~other restrictions in connection with ~~the separation,~~COVID-19. If prolonged, these impacts can further increase our costs and ~~completion~~difficulty of ~~the proposed transaction will require significant amounts of management time~~operating our business, including accurately planning and ~~effort,~~forecasting for our operations, which may ~~divert management’s attention from other aspects of~~adversely impact our ~~business operations. If we do not successfully manage these risks,~~results.

The COVID-19 pandemic has resulted in, and may continue to result in, disruption, uncertainty, and volatility in the global financial and credit markets. Such volatility could impact our ~~business, financial condition,~~access to capital resources and ~~results of~~liquidity in the future, including making available credit difficult to obtain or only available to us on less favorable terms.

The COVID-19 pandemic impact on our business operations could be ~~adversely affected. Likewise,~~widespread, and material impacts may result, or may continue to result, including, but not limited to, employees contracting COVID-19; facility closures as a result of state and local “shelter-in-place” orders, safety precautions, employee illness, or self-quarantine measures; reductions in our operating effectiveness as our employees work from home or as a result of new workplace safety measures; unavailability of key personnel necessary to conduct our business activities; project delays; and supply chain or distribution interruptions and constraints. Additionally, we ~~cannot assure that we will be able~~rely on original equipment manufacturers, dealers, and distributors to ~~complete~~market and sell most of our products, and the business separation within the announced timeline, or at all. Unanticipated developments, including disruptions in general market conditions or other developments, could delay, prevent, or otherwise adversely affect the separation. Delays or failure to consummate the separation could negatively affect ourdeterioration of their business and financial ~~results.~~

~~The proposed separation may not achieve~~condition from the intended results, or results may take longer to realize than expected. The anticipated benefits of the separation are based on a number of factors that we cannot predict. In the first quarter of 2019, the Company recorded a $137.2 million ($103.0 million after tax) goodwill impairment within the Fitness segment. If the separation results in a sale, the proceeds may be different than our current assumptions, or the assumptions underlying the income approach may vary, including possible declines in future operating results, resulting in the need for an additional impairment charge. It is difficult to predict the valuation outcome in the event of a sale. Fair value determinations require considerable judgment and are sensitive to changes in underlying assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for the purposes of the first quarter impairment will prove to be an accurate prediction as of the time of the separation.

~~In addition to these risks, we face other risks specific to a spin-off of the Fitness business, as opposed to a sale, including the risk that a spin-off~~COVID-19 pandemic could result in ~~significant tax liability~~various adverse operational impacts including, but not limited to, lower sales, delayed cash payments, interrupted customer warranty service, and increased credit risk.

Our efforts to manage, mitigate, and remedy these impacts may prove entirely or partially unsuccessful as the ~~Company or our shareholders, despite the steps we have taken to avoid this result. Completion~~ultimate impact of the ~~spin-off is conditioned~~COVID-19 pandemic depends on factors beyond our ~~receipt of a written legal opinion to~~knowledge or control, including the ~~effect that the distribution of Life Fitness common stock will qualify for non-recognition of gain~~duration and ~~loss for U.S. Federal income tax purposes.~~

~~The legal opinion will not address any U.S. state or local or foreign tax consequences~~severity of the ~~spin-off,~~COVID-19 pandemic and will rely on the continuing effectiveness and validity of the favorable private letter ruling (the “IRS Ruling”) from the U.S. Internal Revenue Service (the “IRS”) regarding such U.S. Federal income tax consequences of the spin-off. The Company has received the IRS Ruling, which relies on certain facts, assumptions, representations, and undertakings from the Fitness business and from Brunswick. If any of these facts, assumptions, representations, or undertakings are incorrect or not otherwise satisfied, we may not be able to rely on the IRS Ruling. In addition, the IRS ruling is not a comprehensive ruling from the IRS regarding all aspects of the U.S. Federal income tax consequences of the transactions. Accordingly, notwithstanding the legal opinion and the IRS Ruling, there can be no assurance that the IRS will not assert, or that a court would not sustain, a contrary position.public safety actions.

Further, the legal opinion will be based on certain representations as to factual matters from the Company and the Fitness business. The opinion cannot be relied on if any of the assumptions, representations, or covenants is incorrect, incomplete, or inaccurate, or is violated in any material respect. If the distribution of Life Fitness common stock were determined not to qualify for non-recognition of gain and loss for U.S. Federal income tax purposes, U.S. holders could be subject to significant tax consequences.

The final determination to proceed with a spin-off or sale is a decision of our Board of Directors, and this determination could have an adverse impact on the Company's financial results. There are many factors that could impact the structure or timing of, the anticipated benefits from, or determination to ultimately proceed with, the separation, including global economic conditions, tax considerations, market conditions, and changes in the regulatory or legal environment, any of which could adversely impact the value of the separation transaction to our shareholders. Additionally, the completion of the separation will be complex, costly, and time-consuming, and an inability to realize the full extent of the anticipated benefits, as well as delays encountered in the process, could have an adverse effect upon the revenues, costs, and operating results of the Company.

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

The Company has executed share repurchases against authorization approved by the Board of Directors in ~~2014~~2016, 2019, and ~~2016.~~2020. In ~~2019,~~2020, the Company ~~did not repurchase any~~repurchased approximately $34.1 million of stock under these authorizations and as of March ~~30, 2019,~~28, 2020, the remaining authorization was ~~approximately $35~~$200.7 million. Due to business and global economic uncertainty resulting from COVID-19, beginning in March 2020, the Company suspended all share repurchase activity.

During the three months ended March 28, 2020, the Company repurchased the following shares of its common stock:



Period	Total Number of Shares Purchased	Weighted Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Maximum Amount of Dollars that May Yet Be Used to Purchase Shares Under the Program
January 1 to January 24	107,700	$	58.99	107,700
January 27 to February 21	67,759	64.10		67,759
February 24 to March 27	467,503	49.98		467,503
Total	642,962	$	52.97	642,962	$	200,728,536

Item 5. Other Information

At the May 6, 2020 Annual Meeting of Shareholders of the Company ("Annual Meeting"), Nancy E. Cooper, David C. Everitt, Lauren P. Flaherty, Joseph W. McClanathan, Jane L. Warner, and Roger J. Wood were elected as directors of the Company for terms expiring at the 2021 Annual Meeting of Shareholders of the Company. The number of shares voted with respect to these directors were:



Nominee	For	Against	Abstain	Broker Non-votes
Nancy E. Cooper	70,822,587	408,480	41,194	2,579,711
David C. Everitt	68,913,844	2,315,325	43,092	2,579,711
Lauren P. Flaherty	71,045,614	184,848	41,799	2,579,711
Joseph W. McClanathan	71,039,594	188,619	44,048	2,579,711
Jane L. Warner	71,039,684	190,826	41,751	2,579,711
Roger J. Wood	71,046,272	182,681	43,308	2,579,711

At the Annual Meeting, shareholders voted for a non-binding resolution approving the compensation of the Company's named executive officers pursuant to the following vote:



	Number of Shares
For	69,565,218
Against	1,637,807
Abstain	69,236
Broker Non-votes	2,579,711

At the Annual Meeting, shareholders ratified the Audit Committee's appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the Company and its subsidiaries for the fiscal year ending December 31, 2020 pursuant to the following vote:



	Number of Shares
For	73,551,500
Against	255,433
Abstain	45,039
Broker Non-votes	—

Item 6. Exhibits



10.1*31.1	~~2019 Brunswick Performance Plan Summary Terms and Conditions~~
10.2*	~~2019 Performance Share Grant Terms and Conditions Pursuant to the Brunswick Corporation 2014 Stock Incentive Plan~~
10.3*	~~2019 Performance Share Grant Terms and Conditions Pursuant to the Brunswick Corporation 2014 Stock Incentive Plan --TSR Participants~~
10.4*	~~2019 Stock-Settled Restricted Stock Unit Grant Terms and Conditions for Select Key Employees Pursuant to the Brunswick Corporation 2014 Stock Incentive Plan~~
10.5*	~~2019 Stock-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2014 Stock Incentive Plan~~
10.6*	~~2019 Cash-Settled Restricted Stock Unit Grant Terms and Conditions Pursuant to the Brunswick Corporation 2014 Stock Incentive Plan~~
10.7*	~~2019 Cash-Settled Restricted Stock Unit Grant Terms and Conditions for Select Key Employees Pursuant to the Brunswick Corporation 2014 Stock Incentive Plan (the "Plan")~~
10.8*	~~2019 Stock-Settled Stock Appreciation Right Grant Terms and Conditions Pursuant to the Brunswick Corporation 2014 Stock Incentive Plan~~
10.9*	~~Brunswick Corporation 2005 Automatic Deferred Compensation Plan As Amended and Restated~~
~~19.9~~	Third Supplemental Indenture, dated as of March 4, 2019, between the Company and U.S. Bank National Association, as Trustee, filed as Exhibit 4.2 to the Company's Current Report on Form 8-K as filed with the Securities and Exchange Commission on March 4, 2019, and hereby incorporated by reference
~~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)

* Management contract or compensatory plan or arrangement.

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
May ~~1, 2019~~7, 2020	By:	/s/ ~~DANIEL J. TANNER~~RANDALL S. ALTMAN
		~~Daniel J. Tanner~~Randall S. Altman
		Vice President and Controller*

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

4041



(in millions)	Balance as of December 31, 2018		Adjustments Due to ASC 842			Balance as of January 1, 2019
Assets
Operating lease assets	$	—	$	101.2		$	101.2

Current liabilities
Accrued expenses	687.4		19.3			706.7

Long-term liabilities
Other	195.5		(3.4		)	192.1
Operating lease liabilities	—		85.3			85.3



	Three Months Ended
	March 31, 2018
	Marine Engine			Boat		Fitness		Total
Geographic Markets
United States	$	476.5		$	274.7	$	121.6	$	872.8
Europe	97.8			43.1		53.4		194.3
Asia-Pacific	50.4			7.0		42.1		99.5
Canada	28.9			46.8		7.1		82.8
Rest-of-World	33.5			4.9		20.2		58.6
Marine eliminations	(96.6		)	—		—		(96.6		)
Total	$	590.5		$	376.5	$	244.4	$	1,211.4

Major Product Lines
Propulsion	$	379.0		$	—	$	—	$	379.0
Parts & Accessories	308.1			—		—		308.1
Aluminum Freshwater Boats	—			161.6		—		161.6
Recreational Fiberglass Boats	—			127.7		—		127.7
Saltwater Fishing Boats	—			85.7		—		85.7
Commercial Cardio Fitness Equipment	—			—		132.3		132.3
Commercial Strength Fitness Equipment	—			—		90.9		90.9
Consumer Fitness Equipment	—			—		21.2		21.2
Other	—			1.5		—		1.5
Marine eliminations	(96.6		)	—		—		(96.6		)
Total	$	590.5		$	376.5	$	244.4	$	1,211.4



(in millions)	Fair Value		Useful Life
Accounts and notes receivable	$	38.3
Inventory	64.3
Goodwill ^{(A) (B)}	348.6
Trade names	111.0		Indefinite
Customer relationships	430.0		15 years
Property and equipment	10.6
Other assets	5.6
Total assets acquired	1,008.4

Accounts payable ^(B)	24.3
Accrued expenses ^(B)	19.8
Deferred tax liabilities	54.7
Total liabilities assumed	98.8

Net cash consideration paid	$	909.6



	2019		2018
Risk-free interest rate	2.9	%	2.4	%
Dividend yield	1.7	%	1.3	%
Volatility factor	41.0	%	38.9	%
Expected life of award	2.9 years		2.9 years



(in millions)	December 31, 2017		Impairments		Adjustments		March 31, 2018
Marine Engine	$	31.7	$	—	$	1.2	$	32.9
Boat	2.2		—		—		2.2
Fitness	391.4		—		1.8		393.2
Total	$	425.3	$	—	$	3.0	$	428.3



(in millions)
Remainder of 2019	$	31.2
2020	41.6
2021	190.1
2022	36.0
2023	304.2
Thereafter	683.4
Total debt	$	1,286.5



(in millions)	Classification	March 30, 2019
Lease Assets
Operating lease assets	Operating lease assets	$	99.2

Lease Liabilities
Current operating lease liabilities	Accrued expenses	23.2
Non-current operating lease liabilities	Operating lease liabilities	83.8
Total lease liabilities		$	107.0



(in millions)
2019	$	21.9
2020	24.7
2021	20.6
2022	17.6
2023	14.8
Thereafter	23.0
Total lease payments	$	122.6
Less: Interest	(15.6		)
Present value of lease liabilities	$	107.0



(in millions)
2019	$	40.3
2020	32.3
2021	26.5
2022	17.7
2023	13.7
Thereafter	22.9
Total (not reduced by minimum sublease income of $0.1)	$	153.4



	Net Sales						Q1 2019 vs. Q1 2018
(in millions)	Q1 2019			Q1 2018			GAAP	Currency Impact	Acquisition Impact	Impact of Sport Yacht and Yacht
Marine Engine	$	766.0		$	687.1		11.5%	(2.1)%	8.2%	—
Boat	373.3			376.5			(0.8)%	(1.0)%	—	(4.1)%
Marine eliminations	(88.6		)	(96.6		)
Total Marine	1,050.7			967.0			8.7%	(1.8)%	5.7%	(1.6)%

Fitness	225.2			244.4			(7.9)%	(1.5)%	—	—
Total	$	1,275.9		$	1,211.4		5.3%	(1.8)%	4.5%	(1.3)%