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What changed in BRUNSWICK CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of BRUNSWICK CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+225 added−234 removedSource: 10-K (2026-02-13) vs 10-K (2025-02-14)

Top changes in BRUNSWICK CORP's 2025 10-K

225 paragraphs added · 234 removed · 193 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

51 edited+9 added−16 removed22 unchanged
Biggest changeWe seek to comply with applicable environmental regulatory and industry standards across all our facilities and in the products we manufacture. We strive continually to improve energy efficiency, minimize the carbon emissions of our operations, supply chain, and product portfolio, and deliver more cost-effective and lower carbon technology products and solutions to our customers.
Biggest changeWe strive to improve energy efficiency, reduce the cost of energy, and minimize the carbon emissions of our 6 Table of Contents operations, supply chain, and product portfolio with environmental sustainability efforts integrated into our business strategy and operations. We seek to comply with applicable environmental regulatory and industry regulations and standards.
We maintain five employee resource groups (ERGs): Women on Water, Brunswick Black Professionals Network, Asians and Pacific Islanders in Marine, Organization for Hispanic/Latinos for Leadership and Advancement, and Brunswick Veterans Network. These ERGs are self-organized and open to all employees, focused on cultivating a sense of belonging and inclusion at Brunswick.
We maintain five employee resource groups (ERGs): Women on Water, Brunswick Black Professionals Network, Asians and Pacific Islanders in Marine, Organization for Hispanic/Latinos for Leadership and Advancement, and Brunswick Veterans Network. These ERGs are self-organized, open to all employees, and focused on cultivating a sense of belonging and inclusion at Brunswick.
Market and Competitive Conditions Demand for our products is typically seasonal, with sales generally highest in the second quarter of the calendar year. Strong competition exists in each of our product groups, but no single enterprise competes with us in all product groups. In each product area, competitors range in size from large, highly-diversified companies to small, single-product businesses.
Market and Competitive Conditions Demand for our products is typically seasonal, with sales generally highest in the second quarter of the calendar year. Strong competition exists in most of our product groups, but no single enterprise competes with us in all product groups. In each product area, competitors range in size from large, highly-diversified companies to small, single-product businesses.
Our unique, technology-driven solutions are informed and inspired by deep consumer insights and powered by our belief that “Next Never Rests.™” We design, manufacture, and market recreational marine products, including leading marine propulsion products and boats, as well as parts and accessories for the marine and RV markets, and we operate the world's largest boat club.
Our unique, technology-driven solutions are informed and inspired by deep consumer insights and powered by our belief that “Next Never Rests."™ We design, manufacture, and market recreational marine products, including leading marine propulsion products and boats, as well as parts and accessories for the marine and RV markets, and we operate the world's largest boat club.
The Boat Group's largest dealer, MarineMax, Inc., is a significant external customer which carries a number of the Boat Group's product lines and has multiple locations. Included within the Boat segment is the Business Acceleration business, which is dedicated to developing emerging and disruptive business models, focusing on services and subscriptions, and engaging the next generation of diverse boaters.
The Boat Group's largest dealer, MarineMax, Inc., is a significant external customer that carries a number of the Boat Group's product lines and has multiple locations. Included within the Boat segment is the Business Acceleration business, which is dedicated to developing emerging and disruptive business models, focusing on services and subscriptions, and engaging the next generation of diverse boaters.
Each ERG strives to support employees by deepening engagement, unifying and connecting communities, and fostering individual growth. Ethics and Human Rights We believe our strong compliance culture plays a central role in our success. The Integrity Playbook , Brunswick’s code of conduct, serves as the foundation of our Ethics Program.
Each ERG strives to support all of our employees by deepening engagement, unifying and connecting communities, and fostering individual growth. Ethics and Human Rights We believe our strong compliance culture plays a central role in our success. The Integrity Playbook , Brunswick’s code of conduct, serves as the foundation of our Ethics Program.
We are dedicated to industry leadership, to being the best and most trusted partner to our many customers, and to building synergies and ecosystems that enable us to challenge convention and define the future. Incorporated in Delaware on December 31, 1907, Brunswick has traded on the New York Stock Exchange for 100 years.
We are dedicated to global industry leadership, to being the best and most trusted partner to our many customers, and to building synergies and ecosystems that enable us to challenge convention and define the future. Incorporated in Delaware on December 31, 1907, Brunswick has traded on the New York Stock Exchange for over 100 years.
The EVP is built around five key behaviors: • Innovative: Encourages creativity and problem-solving • Driven: Focuses on achieving goals and continuous improvement • Exceptional: Strives for excellence in all endeavors • Authentic: Promotes genuine care and respect for one another • United: Emphasizes collaboration and teamwork 7 Table of Contents We thoughtfully incorporate the EVP into various aspects of our business, and the EVP serves as a cultural anchor behind our purpose and strategy.
The EVP is built around five key behaviors: • Innovative: Encourages creativity and problem-solving • Driven: Focuses on achieving goals and continuous improvement • Exceptional: Strives for excellence in all endeavors • Authentic: Promotes genuine care and respect for one another • United: Emphasizes collaboration and teamwork We thoughtfully incorporate the EVP into various aspects of our business, and the EVP serves as a cultural anchor behind our purpose and strategy.
Human Capital Resources Brunswick is dedicated to creating an inspiring and inclusive work environment that attracts, develops, and retains top talent. We designed our Employee Value Proposition (EVP) to reflect the shared values that allow our employees to continue to transform the marine industry.
Human Capital Resources Brunswick is dedicated to creating an inspiring and welcoming work environment that attracts, develops, and retains top talent. We designed our Employee Value Proposition (EVP) to reflect the shared values that allow our employees to continue to transform the marine industry.
In addition, we operate a leading boat dealer in the Southeastern U.S. with four locations selling boats and parts and accessories. Technology and Innovation We believe Brunswick is uniquely positioned to continue to define the future of the global marine industry.
In addition, we operate a boat dealer in the Southeastern U.S. with four locations selling boats and parts and accessories. Technology and Innovation We believe Brunswick is uniquely positioned to define the future of the global marine industry.
The Engine P&A distribution businesses are leading distributors of Brunswick and third party marine parts and accessories throughout North America, Europe, and Asia-Pacific, offering same-day or next-day delivery service to a broad array of marine service facilities. 2 Table of Contents Navico Group Segment The Navico Group segment, which had net sales of $800.2 million in 2024, designs, develops, manufactures, and markets products and systems for the marine, RV, specialty vehicle, mobile and industrial markets, as well as aftermarket channels.
The Engine P&A distribution businesses are leading distributors of Brunswick and third party marine parts and accessories throughout North America, Europe, and Asia-Pacific, offering same-day or next-day delivery service to a broad array of marine service facilities. 2 Table of Contents Navico Group Segment The Navico Group segment, which had net sales of $800.4 million in 2025, designs, develops, manufactures, and markets products and systems for the recreational and commercial marine, RV, specialty vehicle, mobile, and industrial markets, as well as aftermarket channels.
Under the terms of the joint venture agreement (JV Agreement), BAC provides secured wholesale inventory floor plan financing to our boat and engine dealers as well as Freedom Boat Club franchisees. A subsidiary of Wells Fargo & Company owns the remaining 51 percent.
Under the terms of the joint venture agreement (JV Agreement), BAC provides secured wholesale inventory floor plan financing to our boat and engine dealers as well as FBC franchisees. A subsidiary of Wells Fargo & Company owns the remaining 51 percent.
Refer to Note 5 – Segment Information in the Notes to Consolidated Financial Statements for additional information regarding our segments. Propulsion Segment The Propulsion segment, which we believe is a world leader in the manufacturing and sale of recreational marine engines and propulsion systems, had net sales of $2,074.2 million in 2024.
Refer to Note 5 – Segment Information in the Notes to Consolidated Financial Statements for additional information regarding our segments. Propulsion Segment The Propulsion segment, which we believe is a world leader in the manufacturing and sale of recreational marine engines and propulsion systems, had net sales of $2,177.2 million in 2025.
We are continuously and consistently innovating the future of recreational boating through frequent releases of new products, features, and functions; delivering intuitive and seamless solutions; and growing service, connectivity, autonomy, and alternative participation capabilities and businesses. To support our goal, we have established cross-functional and cross-business investments and initiatives, and hire leaders with strong technology experience.
We are continuously and consistently innovating the future of recreational boating through frequent releases of new products, features, and functions; delivering intuitive and seamless solutions; advancing artificial intelligence-enabled approaches; and growing service, connectivity, autonomy, and alternative participation capabilities and businesses. To support our goal, we have established cross-functional and cross-business investments and initiatives, and hire leaders with strong technology experience.
M embers pay an upfront initiation fee and ongoing monthly dues in exchange for gaining shared access to their local club’s diverse fleet of boats and reciprocal privileges at all other Freedom Boat Club locations.
M embers pay an upfront initiation fee and ongoing monthly dues in exchange for gaining shared access to their local club’s diverse fleet of boats and reciprocal privileges at all other FBC locations.
The Propulsion segment designs, manufactures, and sells engines, controls, rigging, and propellers globally to over 860 boat builders (both independent and Brunswick's Boat segment) and a network of more than 8,900 marine dealers and distributors, specialty marine retailers, marine service centers, and various local, state, and federal governmental accounts .
The Propulsion segment designs, manufactures, and sells engines, controls, rigging, and propellers globally to over 900 boat builders (both independent and Brunswick's Boat segment) and a network of more than 9,000 marine dealers and distributors, specialty marine retailers, marine service centers, and various local, state, and federal governmental agencies .
International Operations Non-U.S. sales are set forth in Note 2 – Revenue Recognition and Note 5 – Segment Information in the Notes to Consolidated Financial Statements and are also included in the table below, which details our non-U.S. sales by region: (in millions) 2024 2023 2022 Europe $ 744.4 $ 837.3 $ 904.4 Canada 275.2 373.0 458.2 Asia-Pacific 357.1 410.0 466.0 Rest-of-World 312.8 331.3 284.4 Total $ 1,689.5 $ 1,951.6 $ 2,113.0 Total International Sales as a Percentage of Net Sales 32 % 30 % 31 % We transact a portion of our sales in non-U.S. markets in local currencies, while a meaningful portion of our product costs are denominated in U.S. dollars as a result of our U.S. manufacturing operations.
International Operations Non-U.S. sales are set forth in Note 2 – Revenue Recognition and Note 5 – Segment Information in the Notes to Consolidated Financial Statements and are also included in the table below, which details our non-U.S. sales by region: (in millions) 2025 2024 2023 Europe $ 762.4 $ 744.4 $ 837.3 Canada 295.2 275.2 373.0 Asia-Pacific 374.1 357.1 410.0 Rest-of-World 316.7 312.8 331.3 Total $ 1,748.4 $ 1,689.5 $ 1,951.6 Total International Sales as a Percentage of Net Sales 33 % 32 % 30 % We transact a portion of our sales in non-U.S. markets in local currencies, while a meaningful portion of our product costs are denominated in U.S. dollars as a result of our U.S. manufacturing operations.
Our integrated business strategy is supported by a balanced capital strategy that includes critical investments in new products and technology to further our market leadership position, organic growth initiatives, and our ACES and technology strategies, while also managing debt levels and maturities, maintaining strong cash and liquidity positions, and continuing to return capital to shareholders through dividends and moderate share repurchases. 1 Table of Contents Key brands associated with each of our segments are listed below.
Our integrated business strategy is supported by a balanced capital strategy that includes critical investments in furthering our market leadership position through product and technology innovation, while also managing debt levels and maturities, maintaining strong cash and liquidity positions, and continuing to return capital to shareholders through dividends and moderate share repurchases. 1 Table of Contents Key brands associated with each of our segments are listed below.
These strategies support our aim to create exceptional experiences, expand participation in recreational boating, deliver industry-transforming technology, and leverage our leading businesses to grow earnings and enhance shareholder value.
These strategies support our aim to create exceptional experiences, expand participation in recreational boating, deliver industry-transforming technology, and leverage our leading businesses to grow earnings and enhance shareholder value across an array of market conditions.
Insights from the survey will be used to develop action plans at the manager, facility, division, and corporate level to further enhance employee satisfaction and positive connections to Brunswick. 9 Table of Contents We view inclusion and belonging as strategic business initiatives.
Insights from the survey will be used to develop action plans at the manager, facility, division, and corporate level to further enhance employee satisfaction and positive connections to Brunswick. We view inclusion and belonging as strategic business initiatives. Three of our Executive Officers are female.
In 2024, 98 percent of our active global salaried population completed our annual code of conduct training. In addition, we maintain a global ethics hotline for anyone to ask questions or raise concerns, including anonymously, and we forbid retaliation for good faith reports.
I n 2025, 97 per cent of our active global salaried population completed our annual code of conduct training. In addition, we maintain a global ethics hotline for anyone to ask questions or raise concerns, including anonymously, and we forbid retaliation for good faith reports.
The Boat segment procures substantially all of its engines from Brunswick's Propulsion segment, and boats often include other parts and accessories supplied by the Engine P&A and Navico Group segments.
The Boat segment procures substantially all of its engines from Brunswick's Propulsion segment, and boats typically incorporate a significant volume of parts and accessories supplied by the Engine P&A and Navico Group segments.
Our strategy is focused on: • Understanding and addressing the changing needs and behaviors of global boating participants; • Investing in innovative, global product leadership and leveraging our leading brands to meet consumer needs; • Providing customers industry leading quality and customer support; • Delivering distinctive, elevated ownership and shared-access experiences that expand boating participation; • Being the partner of choice to our customers by offering integrated technical and business solutions; • Engaging consumers with the richest, most intuitive digital experiences; • Leading the industry in Autonomy, Connectivity, Electrification, and Shared Access (ACES) strategies, with an expanding set of commercially available products in each category; • Unlocking unique and profound enterprise synergies; • Investing in increasing global business resiliency; • Being an acknowledged marine industry leader in sustainability; and • Being an employer of choice through our clear purpose and culture of inclusiveness.
Our strategy is focused on: • Enhancing our unique, cycle resistant portfolio of industry-leading brands across multiple marine categories; • Understanding and addressing the changing needs and behaviors of global boating participants; • Investing in innovative, global product leadership and leveraging our leading brands to meet consumer needs; • Providing customers industry-leading quality and customer support; • Delivering distinctive, elevated ownership and shared-access experiences that expand boating participation; • Being the partner of choice to our customers by offering integrated technical and business solutions; • Engaging consumers with the richest, most intuitive digital experiences; • Leading the industry in innovative technologies, including artificial intelligence and Autonomy, Connectivity, Electrification, and Shared-Access (ACES) applications; • Unlocking unique and profound enterprise synergies; • Investing in increasing global business resiliency through supply chain and operations improvements; • Being an acknowledged marine industry leader in sustainability; and • Being an employer of choice through our clear purpose and culture of inclusiveness.
As a result, the strengthening or weakening of the U.S. dollar affects the financial results of our non-U.S. operations. Propulsion non-U.S. sales comprised approximately 44 percent of our non-U.S. sales in 2024. Engine P&A non-U.S. sales comprised approximately 21 percent of our non-U.S. sales in 2024. Navico Group non-U.S. sales comprised approximately 19 percent of our non-U.S. sales in 2024.
As a result, the strengthening or weakening of the U.S. dollar affects the financial results of our non-U.S. operations. Propulsion non-U.S. sales comprised approximately 45 percent of our non-U.S. sales in 2025. Engine P&A non-U.S. sales comprised approximately 20 percent of our non-U.S. sales in 2025. Navico Group non-U.S. sales comprised approximately 18 percent of our non-U.S. sales in 2025.
Boat non-U.S. sales comprised approximately 18 percent of our non-U.S. sales in 2024. Raw Materials and Supplies We purchase a wide variety of raw materials from our supplier base, including commodities such as aluminum, copper, resins, oil, and steel, as well as product parts and components, such as boat windshields.
Boat non-U.S. sales comprised approximately 17 percent of our non-U.S. sales in 2025. Raw Materials and Supplies From a global supplier base that includes a significant number of U.S. suppliers, we purchase a wide variety of raw materials, parts, and components, including commodities such as aluminum, copper, resins, oil, and steel, as well as finished components such as boat windshields.
Our global recordable incident rate is considerably lower than the benchmarks of the U.S. Bureau of Labor Statistics for similar businesses and operations. Additionally, we reported no occupational fatalities in 2024.
Our global recordable incident rate is considerably lower than the benchmarks of the U.S. Bureau of Labor Statistics for similar businesses and operations.
We proactively identify and address potential safety risks in our business and operations. Our goal is to achieve zero work-related incidents and injuries. We maintain a Safety Management System (SMS) to formally address safety risks throughout the workplace and use our SMS to manage potential work-related hazards that pose a risk of high consequence of potential injury.
We maintain a Safety Management System (SMS) to formally address safety risks throughout the workplace and use our SMS to manage potential work-related hazards that pose a risk of high consequence of potential injury.
Business Acceleration businesses accounted fo r 13 percent of Boat seg ment net sales in 2024. Business Acceleration's Freedom Boat Club is the world's largest boat club network. Freedom Boat Club operates in more than 400 locations across the U.S., Canada, Australia, New Zealand, and Europe, and has approximately 60,000 memberships.
Business Acceleration businesses accounted for 14 percent of B oat seg ment net sales in 2025. Business Acceleration's Freedom Boat Club (FBC) is the world's largest boat club network. FBC operates in approximately 440 locations across the U.S., Canada, Australia, New Zealand, and Europe, and has over 60,000 memberships.
We have over 19,000 active Dealers serving our business segments worldwide. Our Dealers typically carry one or more product categories and are independent companies or proprietors that range in size from small, family-owned businesses to a large, publicly traded corporation with substantial revenues and multiple locations.
Our Dealers typically carry one or more product categories and are independent companies or proprietors that range in size from small, family-owned businesses to a large, publicly traded corporation with substantial revenues and multiple locations. Some Dealers sell our products exclusively, while a majority also carry competitor and complementary products.
Some Dealers sell our products exclusively, while a majority also carry competitor and complementary products. We partner with o ur Dealer network to im prove quality, service, distribution, and delivery of parts and accessories to enhance the boating customer's experience.
We partner with o ur Dealer network to im prove quality, service, distribution, and delivery of parts and accessories to enhance the boating customer's experience.
Engine P&A products are designed for and sold mostly to aftermarket retailers, dealers, distributors, and original equipment manufacturers (including Brunswick Boat segment brands) for both marine and non-marine markets.
Engine P&A sells products such as engine parts and consumables including oils and lubricants, electrical products, boat parts and systems, and also includes our marine parts and accessories distribution businesses. Engine P&A products are designed for and sold mostly to aftermarket retailers, dealers, distributors, and original equipment manufacturers (OEMs) (including Brunswick Boat segment brands) for both marine and non-marine markets.
We compete on the bases of product features, technology, quality, brand strength, dealer service, pricing, performance, value, durability, and styling, along with effective promotion and distribution. In addition, FBC competes on number and quality of locations, pricing, and service.
We compete on the bases of product features, technology, quality, brand strength, dealer service, pricing, performance, value, durability, and styling, along with effective promotion and distribution. In addition, Freedom Boat Club competes on number and quality of locations, pricing, and service. Climate Change and Environmental Compliance Our customers rely on clean air and water to enjoy our products and services.
Available Information Brunswick maintains an Internet website at http://www.brunswick.com that includes links to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, and Proxy Statements (SEC Filings).
Please see our Sustainability Report (which is not incorporated by reference herein), available on our website, for additional information about our human capital management programs. 9 Table of Contents Available Information Brunswick maintains an Internet website at http://www.brunswick.com that includes links to our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and any amendments to those reports, and Proxy Statements (SEC Filings).
Additionally, Brunswick was recognized among Newsweek’s America's Most Responsible Companies and Most Trustworthy Companies in America, as well as Forbes' inaugural list of Most Trusted Companies in America. For more information on our sustainability strategy, programming, data, and goals, we refer you to our annual Sustainability Report (which is not incorporated by reference herein), available on our website at https://www.brunswick.com/corporate-responsibility/sustainability.
For more information on our sustainability strategy, programming, data, recognitions, and goals, we refer you to our annual Sustainability Report (which is not incorporated by reference herein), available on our website at https://www.brunswick.com/corporate-responsibility/sustainability.
Climate Change and Environmental Compliance Our customers rely on clean air and water to enjoy our products and services, and we are committed to practices and policies designed to help protect the environment and the well-being of our employees, customers, and the public.
We are committed to practices and policies designed to help protect the environment and the well-being of our employees, customers, and the public.
We believe that the Boat segment, which had net sales of $1,553.5 million during 2024, is a world leader in the manufacture and sale of pleasure boats.
Boat Segment The Boat segment consists of the Brunswick Boat Group (Boat Group), which manufactures and distributes recreational boats, and the Business Acceleration business. We believe that the Boat segment, which had net sales of $1,525.2 million during 2025, is a world leader in the manufacture and sale of recreational boats.
Employee Information As of December 31, 2024 , we employed approximately 15,000 employees, 95 percent of whom were full-time. Our employee base is approximately 60 percent hourly and 40 percent salaried. Temporary and contingent employees (including interns and co-ops) and contractors accounted for approximately 1,800 additional workers.
Employee Information As of December 31, 2025, we employed approximately 14,000 employees, 95 percent of whom were full-time. Our employee base is approximately 60 percent hourly and 40 percent salaried.
As of December 31, 2024, we own more than: • 1,100 active U.S. patents; • 530 pending U.S. patent applications; • 700 active foreign patents; • 230 pending foreign patent applications; • 370 U.S. registered trademarks; and • 1,800 foreign registered trademarks.
As of December 31, 2025, we own more than: • 1,200 active U.S. patents; • 500 pending U.S. patent applications; • 750 active foreign patents; • 200 pending foreign patent applications; • 360 U.S. registered trademarks; and • 2,000 foreign registered trademarks.
Implementing processes and systems that meet our SMS criteria is designed to result in less frequent and less severe work-related incidents and injuries, while meeting or exceeding applicable regulatory requirements. 8 Table of Contents The Company's recordable and lost-time incident rates* from 2022 to 2024, recorded as of December 31, are as follows: *Recordable Rate is the rate of injuries involving treatment beyond first aid per 100 employees; Lost Time Incident Rate is the rate of injuries per 100 employees in which an employee was not able to work at least one day.
Our recordable and lost-time incident rates* from 2023 to 2025, recorded as of December 31, 2025, are as follows: *Recordable Rate is the rate of injuries involving treatment beyond first aid per 100 employees; Lost-Time Incident Rate is the rate of injuries per 100 employees in which an employee was not able to work at least one day.
Compensation and Benefits Our compensation philosophy is to encourage performance that creates sustainable, long-term shareholder value; motivates achievement of financial and strategic goals; attracts, retains, and motivates talent; and reinforces our pay-for-performance culture. We are committed, and strive to ensure, that employees are paid equitably for their work, regardless of their race or gender.
Additionally, we reported no occupational fatalities in 2025. 8 Table of Contents Compensation and Benefits Our compensation philosophy is to encourage performance that creates sustainable, long-term shareholder value; motivates achievement of financial and strategic goals; attracts, retains, and motivates talent; and reinforces our pay-for-performance culture.
In addition to floor plan financing, Business Acceleration provides a digital retail finance solution, Brunswick Finance, that simplifies the purchase process from applying for pre-qualification to underwriting, finalizing agreements, and e-signing for loans. Distribution We utilize independent distributors, dealers, and retailers (Dealers) for the majority of our boat sales, sales of parts and accessories, and some sales of marine engines.
Brunswick Finance aims to simplify the consumer's purchase process from the pre-qualification application through underwriting, finalizing agreements, and e-signing for loans. Distribution We utilize independent distributors, dealers, and retailers (Dealers) for the majority of our boat sales, sales of parts and accessories, and some sales of marine engines. We have over 20,000 active Dealers serving our business segments worldwide.
Approximately 1,800 of our U.S. employees belong to labor unions and approximately 1,000 additional employees are members of international unions or work councils. We believe that the relationships among our employees, the unions or work councils, and the Company remain stable. Health and Safety Employee health and safety are top priorities.
Temporary and contingent employees (including interns and co-ops) and contractors accounted for approximately 600 additional workers. 7 Table of Contents Approximately 1,800 of our U.S. employees belong to labor unions and approximately 1,000 additional employees are members of international unions or work councils. We believe that our relationships with employees, unions, and work councils remain stable.
We recognize the challenges of competing for top talent, particularly in technical fields, and strive to offer our employees career-specific tools, skilled apprenticeship programs, and robust on-the-job training opportunities. Our technical career tracks provide development for engineers and technology personnel who will shape our future ACES initiatives. We also incentivize innovation through a long-established inventor recognition award program.
We provide opportunities for continuous learning and development, skill building, mentoring, and tuition reimbursement. We recognize the challenges of competing for top talent, particularly in technical fields, and strive to offer our employees career-specific tools, skilled apprenticeship programs, and robust on-the-job training opportunities.
Mercury Marine also manufactures two-stroke, non-DFI (direct fuel injection) engines for certain markets outside the United States and Avator™ electric propulsion systems in models ranging from 7.5e to 110e. In 2023, Brunswick acquired Fliteboard Pty Ltd (Fliteboard), a leader in eFoiling technology, to further enhance our electrification and shared-access strategies.
Mercury Marine also manufactures two-stroke, non-DFI (direct fuel injection) engines for certain markets outside the United States and Avator™ electric propulsion systems in models ranging from 7.5e to 110e. The Propulsion segment also includes Fliteboard premium electric eFoil systems. Engine P&A Segment The Engine Parts & Accessories (Engine P&A) segment had net sales of $1,217.5 million in 2025.
By law, patents have a limited term, so our patents expire over time. Our trademarks and trade secrets have potentially indefinite lives. We consider our collection of intellectual property to be a valuable asset that is important to our competitive position.
We consider our collection of intellectual property to be a valuable asset that is important to our competitive position.
We offer market-competitive salaries and wages including incentive bonus opportunities for managers and senior individual contributors, an equity incentive program for director-level positions and above, and a discretionary retirement contribution dependent on the Company’s performance. We also provide a range of benefits (varying by country) that includes paid time off, healthcare coverage, wellness initiatives, and financial savings and protection programs.
We are committed, and strive to ensure, that employees are paid equitably for their work, regardless of their gender, race/ethnicity, or age. We offer market-competitive salaries and wages including incentive bonus opportunities for managers and senior individual contributors, an equity incentive program for director-level positions and above, and a discretionary retirement contribution dependent on Company performance.
Engagement, Inclusion, and Belonging During 2024, Brunswick again completed a global employee engagement survey, in which approximately 77 percent of employees participated.
We also prioritize succession planning to foster internal promotion to key positions, ensuring a strong pipeline of talent to meet future business needs. Engagement, Inclusion, and Belonging During 2025, Brunswick again completed a global employee engagement survey, in which approximately 79 percent of employees participated.
We mitigate commodity price risk on certain raw material purchases by entering into fixed priced contracts or derivatives to reduce our exposure related to changes in commodity prices. 5 Table of Contents Intellectual Property We own intellectual property, including patents, trademarks, and trade secrets, related to our current and future products and production methods, in the U.S. and certain other countries.
In addition, we 5 Table of Contents seek to mitigate commodity price risk on certain raw material purchases through the use of fixed‑price contracts or derivative instruments intended to reduce our exposure to changes in commodity prices.
Learning and Development We support career advancement and create a rewarding environment for employees to learn, grow, and perform at their best. We provide opportunities for continuous learning and development, skill building, mentoring, and tuition reimbursement.
We also provide a range of benefits (varying by country) that includes paid time off, healthcare coverage, wellness initiatives, and financial savings and protection programs. Learning and Development We support career advancement and create a rewarding environment for employees to learn, grow, and perform at their best.
Our employee development activities include a standard annual performance feedback and management process that engages employees at every stage to continue their professional growth. We also prioritize succession planning to foster internal promotion to key positions, ensuring a strong pipeline of talent to meet future business needs.
Our technical career tracks provide development for engineers and technology personnel who will shape our future ACES initiatives. We also incentivize innovation through a long-established inventor recognition award program. Our employee development activities include a standard annual performance feedback and management process that engages employees at every stage to continue their professional growth.
White Riv er Marine Group, LLC, Brunswick's Engine P&A distribution businesses, and Brunswick Boat Group are significant customers. Boat Segment The Boat segment consists of the Brunswick Boat Group (Boat Group), which manufactures and distributes recreational boats, and Business Acceleration.
Navico Group creates c onnected ecosystems encompassing marine electronics, electrification and power components, and digital switching components. Navico Group sells its products to aftermarket distributors and retailers as well as OEMs. White Riv er Marine Group, LLC, Brunswick's Engine P&A distribution businesses, and Brunswick Boat Group are significant customers.
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Engine P&A Segment The Engine P&A segment had net sales of $1,160.8 million in 2024. Engine P&A sells products such as engine parts and consumables including oils and lubricants, electrical products, boat parts and systems, and also includes our marine parts and accessories distribution businesses.
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In addition to floor plan financing, Business Acceleration’s financial services business provides extended service contracts and related programs through Brunswick Product Protection; risk management and insurance support through a wholly owned captive insurance, Brunswick Strategic Insurance Group; and a digital retail finance solution, Brunswick Finance.
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Navico Group products include cartography, marine electronics (including sensors, sonar, radar, control and monitoring systems, fish finders, and multifunction displays), trolling motors, batteries, power management and conversion, electrical systems, and other functional components such as water, fuel, lighting, and HVAC solutions. Navico Group sells its products to aftermarket distributors and retailers as well as original equipment manufacturers.
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In 2025, Navico Group's Simrad brand announced the launch of the Simrad AutoCaptain™ Autonomous Boating System, a revolutionary advancement in marine technology featuring full auto-docking capabilities, including docking, undocking, and short distance maneuvering.
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In 2024, Brunswick broadened our ACES strategy through the addition of Boating Intelligence, with the intention to use artificial intelligence to deliver simpler, safer, smarter, and more sustainable products, refocusing our Boating Intelligence Design Lab at the University of Illinois Urbana-Champaign on these initiatives.
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Simrad also unveiled the groundbreaking AutoTrack™ feature for the HALO 2000 and HALO 3000 radar systems, with the ability to automatically detect, track, and prioritize moving vessels and other targets, significantly enhancing situational awareness and on-water safety. 4 Table of Contents Highlights of other 2025 innovative products and awards include: • Mercury Racing unveiled its latest R-Series outboard expansion – new 300R and 200R outboards with a 15-inch HD (Heavy Duty) midsection. • Lund Boats unveiled its all-new Heavy Gauge series, a rugged, purpose-built line of aluminum fishing boats engineered to perform in the most demanding conditions. • Bayliner introduced its latest innovation, the all-new C21, which won the Moteur Boat of the Year Award in the under 7-meter category, and the Best of Boats Award in the Best for Beginners category. • The Sea Ray SDX 270 Surf won a prestigious European Powerboat of the Year 2026 award. • Freedom Boat Club's Mobile App officially launched on the Google Play Store, expanding access to Android users across North America. • Boating Industry Magazine awarded the 2025 Top Product Award to these Brunswick products: ◦ Sea Ray SDX 250 Outboard ◦ Simrad Recon trolling motor ◦ Boston Whaler 330 Vantage ◦ Mercury Marine 75e and 110e Avator electric outboards, and ◦ Navan S30.
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Brunswick is in the final stages of development and validation of our autonomous docking technology system, with an expected commercial release in 2025. In 2024 we launched over 100 products.
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The cost and availability of these inputs are subject to fluctuations driven by market conditions, inflation, tariffs, and other global economic and trade dynamics. In 2025, our operations experienced intermittent supply‑chain uncertainty and disruptions, which, in some cases, affected pricing, lead times, and availability.
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Some highlights include Mercury Marine's new joystick piloting system for single-engine outboards and the Boat Group's launch of the 2024 Harris Crowne, a full keel-up redesign with significant enhancements to the model. Harris Boats also announced the launch of the Cruiser e-210, the brand’s first all-electric pontoon, powered by Mercury’ s innovative and award-winning Avator 35e Outboard.
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Our global procurement teams actively manage these risks by working to secure adequate supply, leverage purchasing scale across our divisions, improve cost efficiencies, and mitigate the impact of tariffs and other trade‑related costs. These mitigation efforts may include supplier diversification, sourcing adjustments, pricing actions, and contractual approaches designed to reduce or share tariff exposure where practicable.
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Freedom Boat Club launched the Apple iOS version of its new member app.
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Intellectual Property We own intellectual property, including patents, trademarks, and trade secrets, related to our current and future products and production methods, in the U.S. and certain other countries. By law, patents have a limited term, so our patents expire over time. Our trademarks and trade secrets have potentially indefinite lives.
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Navico Group’s Simrad brand launched the NSX ULTRAWIDE, the world’s first fully-featured ultrawide marine display; Lowrance and Simrad introduced Recon™, an electric-steer trolling motor featuring a unique joystick remote and GPS positioning capability; and Lowrance launched Eagle Eye™, with what we believe is the world’s most accessible all-in-one live sonar solution. 4 Table of Contents Brunswick won numerous awards in 2024 for our groundbreaking products, including: • Multiple NMMA Innovation Awards at the 2024 Miami International Boat Show, including for the Boston Whaler 365 Conquest, Boston Whaler 210 Vantage, and the Mercury Racing 500R outboard engine. • The selection of the all-new Harris Crowne 250 as an NMMA Innovation Award winner in the pontoon category at the Minneapolis boat show. • Boating Magazine's selection of Mercury Racing's 500R outboard as a Boating Marine Power Innovation Award winner. • For the second consecutive year, 11 Boating Industry Magazine Top Product Awards for products across our portfolio. • An IBEX Innovation Award for the newly launched Lenco Pro Control boat stabilization system, and an Honorable Mention for Mercury Marine's Precision Joystick Piloting system.
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Sustainability accomplishments for 2025 include: • Activation of two additional on-site solar arrays, for a total of 11 facilities; • Completion of a heat recovery and reuse system at a Mercury Marine facility in Fond du Lac, Wisconsin; • Attainment of zero waste-to-landfill status at Navico Group facilities in Wisconsin and the United Kingdom; • Implementation of wood alternatives that include recycled plastic in Lund and Thunder Jet brand boats; • Execution of a project to streamline distribution logistics for Navico Group products sold in Asia; and • Transition to digital product manuals for the Princecraft brand.
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The prices for these raw materials, parts, and components fluctuate depending on market conditions and inflation. In 2024, our operations continued to experience intermittent supply chain uncertainty and disruptions. Our global procurement operations constantly strive to obtain adequate supplies, better leverage purchasing power across our divisions, and improve cost efficiencies.
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Health and Safety Employee health and safety are top priorities. We seek to proactively identify and address potential safety risks in our business and operations. Our goal is to achieve zero work-related incidents and injuries.
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These environmental sustainability efforts are integrated into our business strategy and operations. 6 Table of Contents During 2024, Mercury Marine again expanded the Avator™ electric outboard motor line to include the 75e and 110e models.
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Implementing processes and systems that meet our SMS criteria is designed to result in less frequent and less severe work-related incidents and injuries, while meeting or exceeding applicable regulatory requirements.
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Other sustainability projects and accomplishments recently completed in Brunswick facility operations include: Energy Management Waste Reduction Water Reduction Mercury Marine completed three solar installations at facilities in Australia and China. Mercury Marine’s European headquarters in Belgium has achieved a certified 95.9% waste diversion rate. Boat Group's Venture facility in Portugal implemented a reuse system for water used in testing protocols.
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Boat Group’s Venture facility in Portugal converted its diesel heating system to a lower carbon emitting natural gas system. Land 'N' Sea Canada attained 90% waste to landfill reduction at all three of its distribution facilities. Boat Group’s Reynosa, Mexico facility further reduced its water consumption by finding additional uses for wastewater sent through an osmosis recovery system.
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Mercury Marine’s Plant 4 in Fond du Lac, Wisconsin implemented weekend equipment shutdowns to avoid electricity use of equipment in idle. Navico Group attained a 90% waste-to-landfill reduction at its Ensenada, Mexico facility.
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Mercury Marine's facility in Juarez, Mexico installed a water recycling system which filters water from a cleaning process to be reused multiple times, reducing both water consumption and wastewater. Several Mercury Marine and Boat Group manufacturing facilities completed compressed air audits and implemented identified improvements for electricity reduction.
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The BLA distribution facility in Queensland, Australia began a waste reduction effort and attained an 85% waste diversion rate. Mercury Marine’s facility in Juarez, Mexico completed an upgrade to 100% LED lighting. In recognition of its sustainability efforts, Brunswick was again listed among USA Today's America's Climate Leaders and Newsweek’s America’s Greenest Companies.
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Mercury Marine received the Wisconsin Manufacturers and Commerce 2024 Business Friend of the Environment Award for Environmental Innovation and received Green Masters status from the Wisconsin Sustainable Business Council for the 14th consecutive year.
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We expect our business partners and suppliers to comply with local labor and employment laws wherever they operate. Please see our Sustainability Report (which is not incorporated by reference herein), available on our website, for additional information about our human capital management programs.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeWhile we have mitigation and service redundancy plans in place, outages and/or capacity constraints could still arise from a number of causes such as technical failures, natural disasters, fraud, or internal or third-party security attacks on us or our third-party providers, which could negatively impact our ability to manufacture and/or operate our business.
Biggest changeWhile we have mitigation and service redundancy plans in place, outages and/or capacity constraints could still arise from a number of causes such as technical failures, natural disasters, fraud, or internal or third-party security attacks on us or our third-party providers, which could negatively impact our ability to manufacture and/or operate our business. 19 Table of Contents We collect, store, process, share, and use personal information, and rely on third parties that are not directly under our control to do so as well, which subjects us to legal obligations, laws and regulations related to security and privacy, and any actual or perceived failure to meet those obligations could harm our business.
In addition, there may be tax inefficiencies in repatriating cash from non-U.S. subsidiaries, or changes to tax laws that affect cash repatriation. Instability, including, but not limited to, political events, civil unrest, and an increase in criminal activity in locations where we maintain a significant presence could adversely impact our manufacturing and business operations.
In addition, there may be tax inefficiencies in repatriating cash from non-U.S. subsidiaries, or changes to tax laws that affect cash repatriation. Instability, including, but not limited to, political events, civil unrest, or an increase in criminal activity in locations where we maintain a significant presence, could adversely impact our manufacturing and business operations.
As we evolve our product electrification strategy, we are potentially subject to emerging regulations and requirements under the proposed European Union Battery Directive or other similar regulations regarding transportation, storage, handling, and use of batteries and the components used in battery manufacturing. These requirements, if adopted, could increase our costs, potentially reducing consumer demand for our products.
As we evolve our product electrification strategy, we are potentially subject to emerging regulations and requirements under the European Union Battery Directive or other similar regulations regarding transportation, storage, handling, and use of batteries and the components used in battery manufacturing. These requirements, if adopted, could increase our costs, potentially reducing consumer demand for our products.
We have numerous e-commerce and e-marketing portals and our systems may contain personal information of customers or employees; therefore, we must continue to be diligent in protecting against malicious cyber attacks. We have been the target of attempted cyber attacks and other security threats and we may be subject to future breaches of our IT systems.
We have numerous e-commerce and e-marketing portals and our systems may contain personal information of customers or employees; therefore, we must continue to be diligent in protecting against malicious cyber attacks. We have been the target of attempted cyber attacks and other security threats and we may be subject to future breaches of our IT and OT systems.
In addition, these events could result in future significant volatility in demand, positively or negatively, for one or more of our products and have a negative effect on our business, financial condition, and results of operations. Some of our operations are conducted by joint ventures that are not operated solely for our benefit.
In addition, these events could result in future volatility in demand, positively or negatively, for one or more of our products and have a negative effect on our business, financial condition, and results of operations. Some of our operations are conducted by joint ventures that are not operated solely for our benefit.
Catastrophic events, including natural and environmental disasters, acts of terrorism, or civil unrest, could have a negative effect on our operations and financial results. Hurricanes, floods, earthquakes, storms, wildfires, and catastrophic natural or environmental disasters, as well as acts of terrorism or civil unrest, could disrupt our distribution channel, operations, or supply chain and decrease consumer demand.
Catastrophic events, including natural and environmental disasters, acts of terrorism, or civil unrest, could have a negative effect on our operations and financial results. Hurricanes, floods, earthquakes, storms, wildfires, and catastrophic natural or environmental disasters, as well as acts of terrorism, violence, or civil unrest, could disrupt our distribution channel, operations, or supply chain and decrease consumer demand.
Depending on the nature of the information compromised, we may also have obligations to notify consumers and/or employees about the incident, and we may need to provide some form of remedy, such as a subscription to a credit monitoring service, for the individuals affected by the incident.
Depending on the nature of the information or systems compromised, we may also have obligations to notify consumers and/or employees about the incident, and we may need to provide some form of remedy, such as a subscription to a credit monitoring service, for the individuals affected by the incident.
If a catastrophic event takes place in one of our major markets, our sales could be diminished or our assets could be damaged. Additionally, if such an event occurs near our business locations, manufacturing facilities, or key supplier facilities, business operations and/or operating systems could be interrupted.
If a catastrophic event takes place in one of our major markets, our sales could be diminished or our assets could be damaged. Additionally, if such an event occurs at or near our business locations, manufacturing facilities, or key supplier facilities, business operations and/or operating systems could be interrupted.
Failure to hire, develop, and retain highly qualified and diverse employee talent and to develop and implement an adequate succession plan for the management team could disrupt our operations and adversely affect our business and our future success.
Failure to hire, develop, and retain highly qualified employee talent and to develop and implement an adequate succession plan for the management team could disrupt our operations and adversely affect our business and future success.
These risks are exacerbated in the case of single-source suppliers, and the exclusive supplier of a key component could potentially exert significant bargaining power over price, quality, warranty claims, or other terms. We experienced supply shortages and increases in costs to certain materials in 2024.
These risks are exacerbated in the case of single-source suppliers, and the exclusive supplier of a key component could potentially exert significant bargaining power over price, quality, warranty claims, or other terms. We experienced supply shortages and increases in costs to certain materials in 2025.
We could be uniquely affected by weather-related catastrophic events, the severity of which may increase as a result of climate change, due to the location of certain of our boat facilities in coastal Florida, the size of the manufacturing operation in Fond du Lac, Wisconsin, and Freedom Boat Club locations on waterfronts. 14 Table of Contents Our ability to remain competitive depends on successfully introducing new products, experiences, and services that meet customer expectations.
We could be uniquely affected by weather-related catastrophic events, the severity of which may increase as a result of climate change, due to the location of certain of our boat facilities in coastal Florida, the size of the manufacturing operation in Fond du Lac, Wisconsin, and FBC locations on waterfronts. 14 Table of Contents Our ability to remain competitive depends on successfully introducing new products, experiences, and services that meet customer expectations.
Some additional supply risks that could disrupt our operations, impair our ability to deliver products to customers, and negatively affect our financial results include: • financial pressures on our suppliers due to a weakening economy or unfavorable conditions in other end markets; • supplier manufacturing constraints and investment requirements; • deterioration of our relationships with suppliers; • events such as natural disasters, power outages, or labor strikes; • disruption at major global ports and shipping hubs; or • an outbreak of disease or facility closures due to a public health threat.
Some additional supply risks that could disrupt our operations, impair our ability to deliver products to customers, and negatively affect our financial results include: • financial pressures on our suppliers due to global tariff regimes, a weakening economy, or unfavorable conditions in other end markets; • supplier manufacturing constraints and investment requirements; • deterioration of our relationships with suppliers; • events such as natural disasters, power outages, or labor strikes; • cybersecurity events that affect supplier systems; • disruption at major global ports and shipping hubs; or • an outbreak of disease or facility closures due to a public health threat.
Furthermore, regulations allowing the sale of fuel containing higher levels of ethanol for automobiles, which is not appropriate or intended for use in marine engines, may nonetheless result in increased warranty, service costs, customer dissatisfaction with products, and other claims against us if boaters mistakenly use this fuel in marine engines, causing damage to and the degradation of components in their marine engines.
Furthermore, regulations allowing the 21 Table of Contents sale of fuel containing higher levels of ethanol for automobiles, which is not appropriate or intended for use in marine engines, may nonetheless result in increased warranty, service costs, customer dissatisfaction with products, and other claims against us if boaters mistakenly use this fuel in marine engines, causing damage to and the degradation of components in their marine engines.
There is no assurance that we will be able to develop and successfully implement our strategic plan and growth initiatives in a manner that fully achieves our strategic objectives. Our business and operations are dependent on the expertise of our key contributors, our successful implementation of succession plans, and our ability to attract and retain management employees and skilled labor.
There is no assurance that we will be able to develop and successfully implement our strategic plan and growth initiatives in a manner that fully achieves our strategic objectives. 15 Table of Contents Our business and operations are dependent on the expertise of our key contributors, our successful implementation of succession plans, and our ability to attract and retain management employees and skilled labor.
The impact of such events could include employee illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in economic activity, and supply chain interruptions, which could cause significant disruptions to global economies and financial markets.
The impact of such events could include employee illness, quarantines, cancellation of events and travel, shutdowns, reduction in economic activity, and supply chain interruptions, which could cause significant disruptions to global economies and financial markets.
If we do not successfully manage the risks associated with divestitures, our business, financial condition, and results of operations could be adversely affected as the potential strategic benefits may not be realized or may take longer to realize than expected. An inability to identify and complete targeted acquisitions could negatively impact financial results.
If we do not successfully manage the risks associated with divestitures, our business, financial condition, and results of operations could be adversely affected as the potential strategic benefits may not be realized or may take longer to realize than expected. 16 Table of Contents An inability to identify and complete targeted acquisitions could negatively impact financial results.
Economic uncertainty caused by international conflicts, the risk of inflation, and the macroeconomic environment may lead to unfavorable business outcomes.
Economic uncertainty caused by international conflicts or tensions, the risk of inflation, and the macroeconomic environment may lead to unfavorable business outcomes.
We record accruals for known potential liabilities, but there is the possibility that actual losses may exceed these accruals and therefore negatively impact earnings. 21 Table of Contents Compliance with environmental, health, safety, zoning, and other laws and regulations may increase costs and reduce demand for our products.
We record accruals for known potential liabilities, but there is the possibility that actual losses may exceed these accruals and therefore negatively impact earnings. Compliance with environmental, health, safety, zoning, and other laws and regulations may increase costs and reduce demand for our products.
If our interests are not aligned, it could negatively impact our sales or financial results. 15 Table of Contents RISKS RELATED TO OUR STRATEGIC PLANS Failure to execute our strategic plan and growth initiatives could have a material adverse effect on our business and financial condition.
If our interests are not aligned, it could negatively impact our sales or financial results. RISKS RELATED TO OUR STRATEGIC PLANS Failure to execute our strategic plan and growth initiatives could have a material adverse effect on our business and financial condition.
Further, in connection with the divestiture of the bowling and billiards businesses, we licensed certain trademarks and servicemarks, including use of the name "Brunswick," to the acquiring companies.
Further, in connection with the divestiture of the bowling and billiards businesses, we licensed certain trademarks and service marks, including use of the name "Brunswick," to the acquiring companies.
Our ability to continue generating strong cash flow and profits depends partly on the sustained successful execution of our strategic plan and growth initiatives, including optimizing our business and product portfolio, continuing to successfully integrate acquisitions, improving operating efficiency, and expanding into new adjacent markets.
Our ability to continue generating strong cash flow and profits depends partly on the sustained successful execution of our strategic plan and growth initiatives, including optimizing our business and product portfolio, continuing to successfully integrate acquisitions, and improving operating efficiency.
Changes in U.S. policy regarding foreign trade or manufacturing may create negative sentiment about the U.S. among non-U.S. customers, employees, or prospective employees, which could adversely affect our business, sales, hiring, and employee retention.
Changes in domestic or foreign trade, manufacturing, or other policies may create negative sentiment about the U.S. among non-U.S. customers, employees, or prospective employees, which could adversely affect our business, sales, hiring, and employee retention.
The EU (through the GDPR) and a growing number of legislative and regulatory bodies elsewhere in the world have adopted consumer notification requirements in the event of unauthorized access to or acquisition of certain types of personal information. These breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another.
The EU (through the GDPR), all fifty U.S. states, and a growing number of legislative and regulatory bodies elsewhere in the world have adopted data breach notification requirements in the event of unauthorized access to or acquisition of certain types of personal information. These breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another.
Higher fuel prices may also have an adverse effect on demand for our parts and accessories businesses, as they increase the cost of boat ownership and possibly affect product use. RISKS RELATED TO OUR BUSINESS AND OPERATIONS Successfully managing our manufacturing operations is critical to our operating and financial results.
Higher fuel prices may also have an adverse effect on demand for our parts and accessories businesses, as they increase the cost of boat ownership and possibly affect product use. RISKS RELATED TO OUR BUSINESS AND OPERATIONS Failure to successfully manage our manufacturing footprint could affect our operating and financial results.
Substantial increases in the prices of raw materials, parts, and components would increase our operating costs, and could reduce our profitability if we are unable to recoup the increased costs through higher product prices or improved operating efficiencies.
Substantial increases in the prices of raw materials, parts, and components increase our operating 13 Table of Contents costs, and could reduce our profitability if we are unable to recoup the increased costs through higher product prices, improved operating efficiencies, or hedging programs.
If credit conditions worsen and adversely affect the ability of customers to finance potential purchases at acceptable terms and interest rates, it could result in a decrease in sales or delay improvement in sales. Adverse capital market conditions could have a negative impact on our financial results.
If credit conditions worsen, become unavailable to customers, or if interest rates remain elevated and adversely affect the ability of customers to finance potential purchases at acceptable terms and interest rates or at all, it could result in a decrease in sales or delay improvement in sales. 11 Table of Contents Adverse capital market conditions could have a negative impact on our financial results.
If our security measures are breached or fail, unauthorized persons may be able to obtain access to or acquire personal or other confidential data.
If our security measures are breached or fail, unauthorized persons may be able to obtain access to or acquire personal or other confidential data and/or disrupt our IT and OT systems.
These risks could adversely affect our business and operating results. Item 1B. Unresolved Staff Comments None. 23 Table of Contents
These risks could adversely affect our business and operating results. Item 1B. Unresolved Staff Comments None.
If we lose a key customer, or a significant portion of its business, we could be adversely affected. In addition, certain customers could try to negotiate more favorable pricing of our products, which could depress earnings.
We cannot be certain we will renew such contracts, or renew them on favorable terms. If we lose a key customer, or a significant portion of its business, we could be adversely affected. In addition, certain customers could try to negotiate more favorable pricing of our products, which could depress earnings.
Additionally, plant consolidation or expansion can result in manufacturing inefficiencies, additional expenses, including higher wages or severance costs, and cost inefficiencies, which could negatively impact financial results. Loss of key customers could harm our business.
Additionally, plant consolidation or expansion can result in manufacturing inefficiencies, additional expenses, including higher wages or severance costs, and cost inefficiencies, which could negatively impact financial results.
However, we remain subject to risks, including: • the steps we take to protect our proprietary technology may be inadequate to prevent misappropriation of our technology; • third parties may independently develop similar technology; • agreements containing protections may be breached or terminated; • we may not have adequate remedies for breaches; • existing patent, trademark, copyright, and trade secret laws may afford limited protection; • a third party could copy or otherwise obtain and use our products or technology without authorization; or • we may be required to litigate to enforce our intellectual property rights, and we may not be successful. 20 Table of Contents Policing unauthorized use of our intellectual property is difficult, particularly outside the U.S., and litigating intellectual property claims may result in substantial cost and divert management’s attention.
However, we remain subject to risks, including: • the steps we take to protect our proprietary technology may be inadequate to prevent misappropriation of our technology; • third parties may independently develop similar technology; • agreements containing protections may be breached or terminated; • we may not have adequate remedies for breaches; • existing patent, trademark, copyright, and trade secret laws may afford limited protection; • a third party could copy or otherwise obtain and use our products or technology without authorization; or • we may be required to litigate to enforce our intellectual property rights, and we may not be successful.
If we fail to timely and successfully integrate acquired businesses into existing operations, we may see higher costs, lost sales, or otherwise diminished earnings and financial results. 16 Table of Contents There can be no assurance that strategic divestitures or restructurings will provide business benefits.
If we fail to timely and successfully integrate acquired businesses into existing operations, we may see higher costs, lost sales, or otherwise diminished earnings and financial results. There can be no assurance that strategic divestitures or restructurings will provide business benefits. As part of our strategy, we continuously evaluate our portfolio of businesses to further maximize shareholder value.
Entities affiliated with Wells Fargo & Company, including BAC, our 49 percent owned joint venture, finance a significant portion of our boat and engine sales to dealers through floor plan financing to marine dealers. 17 Table of Contents Many factors continue to influence the availability and terms of financing that our dealer floor plan financing providers offer, including: • their ability to access certain capital markets, such as the securitization and the commercial paper markets, and to fund their operations in a cost effective manner; • the performance of their overall credit portfolios; • their willingness to accept the risks associated with lending to marine dealers; • the overall creditworthiness of those dealers; and • the overall aging and level of pipeline inventories.
Many factors continue to influence the availability and terms of financing that our dealer floor plan financing providers offer, including: • their ability to access certain capital markets, such as the securitization and the commercial paper markets, and to fund their operations in a cost effective manner; • the performance of their overall credit portfolios; • their willingness to accept the risks associated with lending to marine dealers; • the overall creditworthiness of those dealers; and • the overall aging and level of pipeline inventories.
If these franchisees fail to maintain or act in accordance with applicable brand standards; experience service, safety, or other operational problems, including any data breach involving club member information; or project a brand image inconsistent with ours, our image and reputation could suffer, which in turn could hurt our business and operating results.
If these franchisees fail to maintain or act in accordance with applicable brand standards; experience service, safety, or other operational problems, including any data breach involving club member information; or project a brand image inconsistent with ours, our image and reputation could suffer, which in turn could hurt our business and operating results. 18 Table of Contents RISKS RELATED TO CYBERSECURITY AND TECHNOLOGY Our business operations could be negatively impacted by a system outage caused by a breach of our information technology systems or operational technology systems.
Additionally, we are subject to laws governing our relationships with employees, including, but not limited to, employment obligations as a federal contractor and employee wage, hour, and benefits issues, such as health care benefits.
Additionally, we are subject to laws governing our relationships with employees, including, but not limited to, employment obligations as a federal contractor and employee wage, hour, and benefits issues, such as health care benefits. Compliance with these rules and regulations, and compliance with any changes to current regulations, could increase the cost of our operations.
In addition, our cash flow and loss experience could be adversely affected if repurchased inventory is not successfully distributed to other dealers in a timely manner, or if the recovery rate on the resale of the product declines.
In addition, our cash flow and loss experience could be adversely affected if repurchased inventory is not successfully distributed to other dealers in a timely manner, or if the recovery rate on the resale of the product declines. The finance companies could require changes in repurchase or recourse terms that would result in an increase in our contractual contingent obligations.
In each segment, we have important relationships with key customers, including White River Marine Group, LLC for the Propulsion and Navico Group segments and MarineMax, Inc. for the Boat segment. From time to time, contracts with these customers come up for renewal. We cannot be certain we will renew such contracts, or renew them on favorable terms.
Loss of key customers could harm our business. In each segment, we have important relationships with key customers, including White River Marine Group, LLC for the Propulsion and Navico Group segments and MarineMax, Inc. for the Boat segment. From time to time, contracts with these customers come up for renewal.
Adverse economic and capital market conditions, market volatility, and regulatory uncertainty could negatively affect our ability to access capital markets or increase the cost to do so, which could adversely impact our business, financial results, and competitive position. Our profitability may suffer as a result of competitive pricing and other pressures.
Adverse economic and capital market conditions, market volatility, and regulatory uncertainty could negatively affect our ability to access capital markets or increase the cost to do so, which could adversely impact our business, financial results, and competitive position. Changes in currency exchange rates can adversely affect our results.
We may be unable to successfully implement our growth strategies if our franchisees do not participate in the implementation of those strategies or if we are unable to attract a sufficient number of qualified franchisees.
The franchise business model of Freedom Boat Club presents risks. Our franchisees are an integral part of the FBC business and its growth strategies. We may be unable to successfully implement our growth strategies if our franchisees do not participate in the implementation of those strategies or if we are unable to attract a sufficient number of qualified franchisees.
Such changes have the potential to adversely impact the U.S. economy, our industry, our suppliers, and global demand for our products and, as a result, could have a material adverse effect on our business, financial condition, and results of operations. 11 Table of Contents Fiscal and monetary policy changes may negatively impact worldwide economic and credit conditions and adversely affect our industries, businesses, and financial condition.
As a result, these changes could have a material adverse effect on our business, financial condition, and results of operations. Fiscal and monetary policy changes may negatively impact worldwide economic and credit conditions and adversely affect our industries, businesses, and financial condition.
Besides defense expenses and costs, we may not prevail in such cases, forcing us to seek licenses or royalty arrangements from third parties, which we may not be able to obtain on reasonable terms, or subjecting us to an order or requirement to stop manufacturing, using, selling, or distributing products that included challenged intellectual property, which could harm our business and financial results.
Besides defense expenses and costs, we may not prevail in such cases, forcing us to seek licenses or royalty arrangements from third parties, which we may not be able to obtain on reasonable terms, or subjecting us to an order or requirement to stop manufacturing, using, selling, or distributing products that included challenged intellectual property, which could harm our business and financial results. 20 Table of Contents RISKS RELATED TO OUR REGULATORY, ACCOUNTING, LEGAL, AND TAX ENVIRONMENT An impairment in the carrying value of goodwill, trade names, and other long-lived assets could negatively affect our consolidated results of operations and net worth.
Historically, the resolution of such claims has not had a materially adverse effect on our business, and we maintain what we believe to be adequate insurance coverage to mitigate a portion of these risks.
To manage these risks, we have established a global, enterprise-wide program charged with the responsibility for reviewing, addressing, and reporting on product integrity issues. Historically, the resolution of such claims has not had a materially adverse effect on our business, and we maintain what we believe to be adequate insurance coverage to mitigate a portion of these risks.
This or future events could negatively affect our relationships with customers or trading partners, lead to potential claims against us, and damage our image and reputation. 19 Table of Contents We rely on third parties for computing, storage, processing, and similar services.
For example, we provided certain affected individuals credit monitoring as a result of the IT security incident in June 2023. This or future events could negatively affect our relationships with customers or trading partners, lead to potential claims against us, and damage our image and reputation. We rely on third parties for computing, storage, processing, and similar services.
Similarly, if a critical supplier were to close its operations, cease manufacturing, or otherwise fail to deliver an essential component necessary to our manufacturing operations, that could detrimentally affect our ability to manufacture and sell our products, resulting in an interruption in business operations and/or a loss of sales. 13 Table of Contents In addition, some components used in our manufacturing processes, including certain engine components, furniture, upholstery, and boat windshields, are available from a sole supplier or a limited number of suppliers.
Similarly, if a critical supplier were to close its operations, cease manufacturing, or otherwise fail to deliver an essential component necessary to our manufacturing operations, that could detrimentally affect our ability to manufacture and sell our products, resulting in an interruption in business operations and/or a loss of sales.
Competitors may adopt new technologies and technological advancements, such as using artificial intelligence and machine learning to pursue new products, services, and approaches more quickly, successfully and effectively.
Competitors may adopt new technologies and technological advancements, such as using artificial intelligence and machine learning to pursue new products, services, and approaches more quickly, successfully and effectively. To meet ever-changing consumer demands, timing of market entry, pricing of new products, and satisfying customers are all critical.
In addition, impairment charges could indicate a reduction in business value which could limit our ability to obtain adequate financing in the future. We manufacture and sell products that create exposure to potential claims and litigation. Our manufacturing operations and the products we produce could result in product quality, warranty, personal injury, property damage, and other claims.
Impairment charges could substantially affect our reported earnings in the periods such charges are recorded. In addition, impairment charges could indicate a reduction in business value which could limit our ability to obtain adequate financing in the future. We manufacture and sell products that create exposure to potential claims and litigation.
Inventory reductions by major dealers, retailers, and independent boat builders driven by weaker demand for our products could adversely affect our financial results. If demand for our products declines or if new product introductions are expected to replace existing products, our dealers, retailers, and other distributors could decide to reduce the number of units they hold.
If demand for recreational boats declines with a weakening economy, if demand for our products declines, or if new product introductions are expected to replace existing products, our dealers, retailers, and other distributors could decide to reduce the number of units they hold.
As part of our strategy, we continuously evaluate our portfolio of businesses to further maximize shareholder value. We have previously, and may in the future, make changes to our portfolio which may be material.
We have previously, and may in the future, make changes to our portfolio which may be material.
We sell products manufactured in the U.S. into certain international markets, including Europe, Canada, Latin America and Asia-Pacific in U.S. dollars. Demand for our products in these markets may be diminished by a strengthening U.S. dollar, or we may need to lower prices to remain competitive.
Demand for our products in these markets may be diminished by a strong U.S. dollar, or we may need to lower prices to remain competitive.
We have hedging programs in place to reduce our risk to currency fluctuations; however, we cannot hedge against all currency risks, especially over the long term. We maintain a portion of our cost structure in currencies other than the U.S. dollar, which partially mitigates the impact of a strengthening U.S. dollar.
Some of our sales are denominated in a currency other than the U.S. dollar. Consequently, a strong U.S. dollar may adversely affect reported revenues and our profitability. We have hedging programs in place to reduce our risk to currency fluctuations; however, we cannot hedge against all currency risks, especially over the long term.
Our provision for income taxes and cash tax liability may be adversely impacted by changes in tax laws and interpretations in the U.S. or in other countries in which we operate. The Inflation Reduction Act of 2022 (IRA) included various tax provisions, including a 15 percent minimum tax on global adjusted financial statement income.
Changes in income tax laws or enforcement could have a material adverse impact on our financial results. Our provision for income taxes and cash tax liability may be adversely impacted by changes in tax laws and interpretations in the U.S. or in other countries in which we operate.
RISKS RELATED TO OUR COMMON STOCK The timing and amount of our share repurchases are subject to a number of uncertainties. The Board of Directors has authorized our discretionary repurchase of outstanding common stock, to be systematically completed in the open market or through privately negotiated transactions.
The Board of Directors has authorized our discretionary repurchase of outstanding common stock, to be systematically completed in the open market or through privately negotiated transactions. In 2025, we repurchased $80.0 million of shares , and we plan to continue share repurchases in 2026 and b eyond.
Conversely, unseasonably cool weather, excessive rainfall, or drought conditions during these periods can reduce or change the timing of demand.
Conversely, unseasonably cool weather, excessive rainfall, or drought conditions during these periods can reduce or change the timing of demand. Our revenues could be negatively affected if our sales were to fall below expected seasonal levels during these periods.
The introduction of lower-priced alternative products or services by other companies can hurt our competitive position in all of our businesses. We are constantly subject to competitive pressures in which predominantly international manufacturers may pursue a strategy of aggressive pricing, particularly during periods when their local currency weakens versus the U.S. dollar.
We are constantly subject to competitive pressures in which predominantly international manufacturers may pursue a strategy of aggressive pricing, particularly during periods when their local currency weakens versus the U.S. dollar. Such pricing pressure may limit our ability to increase prices for our products in response to raw material and other cost increases and negatively affect our profit margins.
Decreased demand or the need to reduce inventories can lower our production levels and impact our ability to absorb fixed costs, consequently materially affecting our results. Our ability to meet demand in a rapidly changing environment may adversely affect our results of operations.
However, our profitability is dependent, in part, on our ability to absorb fixed costs over an increasing number of products sold and shipped. Decreased demand or the need to reduce inventories can lower our production levels and impact our ability to absorb fixed costs, consequently materially affecting our results.
While we do not believe the IRA will have a material negative impact on our business, it is possible that future interpretations or additional tax law changes could have a material impact on the Company’s tax rate.
The Act did not have a material impact on the our financial statements for the year ended December 31, 2025. It is possible that future interpretations or additional tax law changes could have a material impact on our tax rate.
For example, we are subject to the General Data Protection Regulation (GDPR) in the European Union (EU) and the California Consumer Privacy Act (CCPA). Although we have implemented plans to comply with these laws, GDPR, CCPA, and future laws and regulations could impose even greater compliance burdens and risks with respect to privacy and data security than prior laws.
Although we have implemented plans to comply with these laws, privacy authorities and private litigants are active in pursuing investigations and litigation, and these and future laws and regulations could impose even greater compliance burdens and risks with respect to privacy and data security.
Furthermore, we must continue to meet or exceed customers' expectations regarding product quality, experiences, and after-sales service or our operating results could suffer. We have a fixed cost base that can affect our profitability if demand decreases. The fixed cost levels of operating production facilities can put pressure on profit margins when sales and production decline.
We have a fixed cost base that can affect our profitability if demand decreases. The fixed cost levels of operating production facilities can put pressure on profit margins when sales and production decline. We have maintained discipline over our fixed cost base, and improvements in gross margin can help mitigate the risks related to a fixed cost base.
We must carefully manage these capital improvement projects, expansions, efficiency enhancements, and any consolidation or decrease in capacity utilization to ensure the projects meet cost targets, comply with applicable environmental, safety, and other regulations, uphold high-quality workmanship, and meet our business goals. 12 Table of Contents Decreasing or ceasing production at a facility, moving production to a different plant, or expanding capacity at an existing facility all involve risks, including difficulties initiating production within the cost and timeframe estimated, supplying product to customers when expected, integrating new products, and attracting and retaining skilled workers.
Decreasing or ceasing production at a facility, moving production to a different plant, or expanding capacity at an existing facility all involve risks, including difficulties initiating production within the cost and timeframe estimated, supplying product to customers when expected, integrating new products, and attracting and retaining skilled workers.
Although these factors have existed for several years, we do not believe they have had a material adverse effect on our competitive position to date. Changes to trade policy, tariffs, and import/export regulations may have a material adverse effect on our business, financial condition, and results of operations.
Changes to trade policy, tariffs, and import/export regulations may have a material adverse effect on our business, financial condition, and results of operations. All our businesses are affected by global trade policy.
Consumers may purchase from competitors or pursue other recreational activities if our products are not readily available, or our fixed costs may grow, all of which could adversely impact our results of operations. Actual or potential public health emergencies, epidemics, or pandemics could have a material adverse effect on our business, results of operations, or financial condition.
Actual or potential public health emergencies, epidemics, or pandemics could have a material adverse effect on our business, results of operations, or financial condition.
Our sales could be adversely affected if financing terms change unfavorably or if BAC were to be terminated. This could require dealers to find alternative sources of financing, including our direct financing to dealers, which could require additional capital to fund the associated receivables.
Our sales could be adversely affected if financing terms change unfavorably or if BAC were to be terminated.
In addition, we may be required to defend our products against patent or other intellectual property infringement claims or litigation.
Policing unauthorized use of our intellectual property is difficult, particularly outside the U.S., and litigating intellectual property claims may result in substantial cost and divert management’s attention. In addition, we may be required to defend our products against patent or other intellectual property infringement claims or litigation.
In 2024, we repurchased $200.0 million of shares , and we plan to continue share repurchases in 2025 and b eyond. The amount and timing of share repurchases are based on a variety of factors.
The amount and timing of share repurchases are based on a variety of factors.
New system implementations across the enterprise also pose risks of outages or disruptions, which could affect our suppliers, commercial operations, and customers.
Some of the systems are based on legacy technology and operate with a minimal level of available support, and acquisitions using other systems have added to the complexity of our IT and OT infrastructure. New system implementations across the enterprise also pose risks of outages or disruptions, which could affect our suppliers, commercial operations, and customers.
This includes boats manufactured in Europe and Canada, and smaller outboard engines either manufactured in China or purchased from our joint venture in Japan. We also continue to evaluate the supply chain and cost structure for opportunities to further mitigate foreign currency risks.
We maintain a portion of our cost structure in currencies other than the U.S. dollar, which partially mitigates the impact of a strengthening U.S. dollar. This includes boats manufactured in Europe and Canada, and smaller outboard engines either manufactured in China or purchased from our joint venture in Japan.
To meet ever-changing consumer demands, timing of market entry, pricing of new products, and satisfying customers are all critical. As a result, we may not be able to introduce new products that are necessary to remain competitive in all markets that we serve.
As a result, we may not be able to introduce new products that are necessary to remain competitive in all markets that we serve. Furthermore, we must continue to meet or exceed customers' expectations regarding product quality, experiences, and after-sales service or our operating results could suffer.
RISKS RELATED TO CYBERSECURITY AND TECHNOLOGY Our business operations could be negatively impacted by a system outage caused by a breach of our information technology systems or operational technology systems. We manage our global business operations through a variety of information technology (IT) and operational technology systems which we continually enhance to increase efficiency and security.
We manage our global business operations through a variety of information technology (IT) and operational technology (OT) systems which we regularly enhance to increase efficiency and security. We depend on these systems for commercial transactions, customer interactions, manufacturing, branding, employee tracking, and other applications.
If the future operating performance of either the Company or individual operating segments is not sufficient, we could be required to record non-cash impairment charges. Impairment charges could substantially affect our reported earnings in the periods such charges are recorded.
As of December 31, 2025, the balance of total goodwill and indefinite lived intangible assets for the enterprise was $976.4 million, which represents approximately 18 percent of total assets. If the future operating performance of either the Company or individual operating segments is not sufficient, we could be required to record additional non-cash impairment charges.
We use an estimate of the related undiscounted cash flow over the remaining life of the asset in measuring whether the asset is recoverable. As of December 31, 2024, the balance of total goodwill and indefinite lived intangible assets was $1,270.3 million, which represents approximately 22 percent of total assets.
We use an estimate of the related undiscounted cash flow over the remaining life of the asset in measuring whether the asset is recoverable. We recorded $322.5 million in impairment charges for Navico Group associated with an impairment of the Navico Group reporting unit's goodwill and trade names during the year ended December 31, 2025.
Over the past several years, we have made strategic capital investments in capacity expansion activities to successfully capture growth opportunities and enhance product offerings, and we also continue to implement manufacturing efficiency enhancements that are important to our success.
Over the past several years, we have made decisions to close certain manufacturing and distribution facilities while also choosing to make strategic capital investments in other facilities to enhance efficiency and support long-term growth.
In addition, many non-U.S. jurisdictions are implementing local legislation based upon the Organization for Economic Co-operation and Development’s base erosion and profit shifting project. These changes could negatively impact our tax provision, cash flows, and/or tax-related balance sheet amounts, including our deferred tax asset values, and increase the complexity, burden, and cost of tax compliance.
Future changes could negatively impact our tax provision, cash flows, and/or tax-related balance sheet amounts, including our deferred tax asset values, and increase the complexity, burden, and cost of tax compliance. 22 Table of Contents RISKS RELATED TO OUR COMMON STOCK The timing and amount of our share repurchases are subject to a number of uncertainties.
The adoption of new technologies, such as artificial intelligence or autonomous products, may result in new or enhanced regulations, litigation or liability. To manage these risks, we have established a global, enterprise-wide program charged with the responsibility for reviewing, addressing, and reporting on product integrity issues.
Our manufacturing operations and the products we produce could result in product quality, warranty, personal injury, property damage, and other claims. The adoption of new technologies, such as artificial intelligence or autonomous products, may result in new or enhanced regulations, litigation, or liability.
Removed
Changes in currency exchange rates can adversely affect our results. Some of our sales are denominated in a currency other than the U.S. dollar. Consequently, a strong U.S. dollar may adversely affect reported revenues and our profitability.
Added
We have been, and continue to be, subject to meaningful tariffs, such as China Section 301 investigation tariffs, Section 232 tariffs on steel and aluminum, and recent tariffs imposed under the International Emergency Economic Powers Act.
Removed
Changes in laws and policies governing trade could adversely affect our business and trigger retaliatory actions by affected countries. We continue to be subject to meaningful tariffs, such as China Section 301 investigation tariffs, and there is no assurance that we will be granted exclusions in the future.
Added
U.S. trade actions have also prompted retaliatory measures by other countries, including tariffs on U.S.‑origin goods, which can reduce the competitiveness of our products in certain international markets. There may be no opportunity for exclusions from such tariffs, or we may not be granted exclusions.
Removed
In addition, given the new administration's orders and policies yet to be determined, we will likely be subject to significant additional future tariffs related to goods from China, Mexico, Canada, or other jurisdictions, for which there may be no available exclusions, or for which we are not granted exclusions.
Added
In addition to having to pay the tariffs, the volatile trade policy environment may lead to declining consumer confidence, inflation, lower economic expectations, and ultimately reduced demand for our products and services. This may result in a material adverse effect on our business, financial condition and results of operations as well as future asset impairments.
Removed
Like many other multinational corporations, we do a significant amount of business that would be affected by changes to the trade policies of the U.S. and foreign countries (including governmental action related to tariffs and international trade agreements).

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe actively engage with key vendors, industry participants, and law enforcement communities as part of our continuing efforts to evaluate and improve our program. Internally, our employees are a key part of our program: Brunswick enables a culture in which security is everyone’s responsibility. Employees are trained through various methods throughout the year, including annual security training.
Biggest changeInternally, our employees are a key part of our program: Brunswick enables a culture in which security is everyone’s responsibility. Employees are trained through various methods throughout the year, including annual security training. Our regular interactions with third party vendors and suppliers pose a potential cybersecurity risk that could adversely impact our business or employees.
The CIO and CISO also provide the full Board with information technology and cybersecurity reports on at least an annual basis and with greater frequency as necessary. In addition, the Board oversees Brunswick’s long-standing enterprise risk management (ERM) process, which regularly identifies, assesses, and mitigates enterprise and emerging risks, including cyber risks.
The CIO and CISO also provide the Board with information technology and cybersecurity reports on at least an annual basis and with greater frequency as necessary. In addition, the Board oversees Brunswick’s long-standing enterprise risk management (ERM) process, which regularly identifies, assesses, and mitigates enterprise and emerging risks, including cyber risks.
Brunswick’s cybersecurity risk management program is managed by a dedicated cybersecurity team. The team is led by the Chief Information Security Officer (CISO), who reports directly to the Chief Executive Officer (CEO) and the Chief Information Officer (CIO), and has over 20 years of experience in information security, cybersecurity, and IT risk management.
Brunswick’s cybersecurity risk management program is managed by a dedicated cybersecurity team. The team is led by the Chief Information Security Officer (CISO), who reports directly to the Chief Executive Officer (CEO), and has over 20 years of experience in information security, cybersecurity, and IT risk management.
In 2024, Brunswick did not identify any cyber events or risks from cybersecurity threats that could be considered material, individually or in the aggregate. Notwithstanding our program, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.
In 2025, Brunswick did not identify any cyber events or risks from cybersecurity threats that could be considered material, individually or in the aggregate. Notwithstanding our program, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.
The Committee is composed of directors with expertise in technology, audit, finance, and compliance, equipping them to effectively oversee the program. The CISO updates the Committee at each of its regularly scheduled meetings. These reports include updates on our information security/cybersecurity programs and key performance indicators, assessment of the program, emerging risks, policies, procedures, training, and risk mitigation strategies.
The Committee includes directors with expertise in technology, audit, finance, and compliance, equipping them to effectively oversee the program. The CISO typically updates the Committee at each of its regularly scheduled meetings. These reports include updates on our information security/cybersecurity programs and key performance indicators, assessment of the program, emerging risks, policies, procedures, training, and risk mitigation strategies.
We also make cybersecurity education and awareness materials available to our suppliers. Brunswick’s Board of Directors (the Board) and its committees are actively engaged in managing cybersecurity risk and overseeing our information security programs. The Audit and Finance Committee (the Committee) is primarily responsible for oversight of our information technology and information security/cybersecurity programs.
Brunswick’s Board of Directors (the Board) and its committees are actively engaged in managing cybersecurity risk and overseeing our information security programs. The Audit and Finance Committee (the Committee) is primarily responsible for oversight of our information technology and information security/cybersecurity programs.
Brunswick’s CISO holds a BBA, majoring in Accounting and Management Information Systems, and an MBA in Strategy and General Management. The CISO is supported by a leadership team with backgrounds in cybersecurity, risk management, and other related capabilities. Brunswick’s cybersecurity risk management program leverages the National Institute of Standards and Technology (NIST) framework as guidance for the program.
Brunswick’s CISO holds a BBA, majoring in Accounting and Management Information Systems, and an MBA in Strategy and General Management. The CISO is supported by a leadership team with backgrounds in cybersecurity, risk management, and other related capabilities.
We have other policies and procedures that directly or indirectly relate to cybersecurity, including those related to remote access monitoring, encryption, antivirus protection, multifactor authentication, confidential information, and the use of the internet, email, and wireless devices. The Company also engages third parties in connection with the assessment of our cybersecurity risk management processes against the NIST framework.
We have other policies and procedures that directly or indirectly relate to cybersecurity, including those related to remote access monitoring, encryption, antivirus protection, multifactor authentication, confidential information, artificial intelligence, and the use of the internet, email, and wireless devices.
Our regular interactions with third party vendors and suppliers pose a potential cybersecurity risk that could adversely impact our business or employees. We conduct information security assessments before onboarding. In addition, we require providers to meet appropriate security requirements, controls, and responsibilities, and include additional security and privacy addenda to our contracts where applicable.
We conduct information security assessments before onboarding. In addition, we require providers to meet appropriate security requirements, controls, and responsibilities, and include additional security and privacy addenda to our contracts where applicable. We also make cybersecurity education and awareness materials available to our suppliers.
Added
Brunswick’s cybersecurity risk management program leverages the National Institute of Standards and Technology (NIST) Cybersecurity Framework as guidance and partners with the Office of the Chief Information Officer (CIO) to execute the program.
Added
We also engage third parties in connection with the assessment of our 23 Table of Contents cybersecurity risk management processes against the NIST framework. We actively engage with key vendors, industry participants, and law enforcement communities as part of our continuing efforts to evaluate and improve our program.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur principal properties are as follows: Segment Location Primary Use Ownership All Segments Mettawa, IL (US) Corporate headquarters Leased Propulsion and Engine P&A Fond du Lac, WI (US) Manufacturing and office Owned Propulsion and Engine P&A Melbourne, Australia Distribution and office Leased Propulsion, Engine P&A and Boat Petit-Rechain, Belgium Distribution and office Owned Propulsion and Engine P&A Suzhou, China Manufacturing, distribution, office Owned/Leased Propulsion, Engine P&A, Navico Group and Boat Auckland, New Zealand Manufacturing, light assembly, engineering, distribution, office Leased Propulsion and Engine P&A Juarez, Mexico Light assembly and distribution Owned/Leased Engine P&A Brisbane, Australia Distribution Leased Engine P&A Brownsburg, IN (US) Distribution Leased Engine P&A Heerenveen, Netherlands Distribution Leased Navico Group Lowell, MI (US) Manufacturing and office Leased Navico Group Menomonee Falls, WI (US) Light assembly, distribution, office Leased Navico Group Stuart, FL (US) Manufacturing and distribution Owned Navico Group Ensenada, Mexico Manufacturing and distribution Owned Navico Group Amsterdam, Netherlands Engineering, distribution, office Leased Boat Edgewater, FL (US) Manufacturing Owned Boat Palm Coast, FL (US) Manufacturing Owned Boat Merritt Island, FL (US) Manufacturing Owned Boat Venice, FL (US) Office Leased Boat Fort Wayne, IN (US) Manufacturing Owned Boat New York Mills, MN (US) Manufacturing Owned Boat Lebanon, MO (US) Manufacturing Owned Boat Knoxville, TN (US) Office Leased Boat Vonore, TN (US) Manufacturing Owned Boat Princeville, Quebec, Canada Manufacturing Owned Boat Reynosa, Mexico Manufacturing Owned Boat Vila Nova de Cerveira, Portugal Manufacturing Owned
Biggest changeOur principal properties are as follows: Segment Location Primary Use Ownership All Segments Mettawa, IL (US) Corporate headquarters Leased Propulsion and Engine P&A Fond du Lac, WI (US) Manufacturing and office Owned Propulsion, Engine P&A and Boat Petit-Rechain, Belgium Distribution and office Owned Propulsion and Engine P&A Juarez, Mexico Light assembly and distribution Owned/Leased Engine P&A Brownsburg, IN (US) Distribution Leased Navico Group Lowell, MI (US) Manufacturing and office Leased Navico Group Menomonee Falls, WI (US) Light assembly, distribution, office Leased Navico Group Ensenada, Mexico Manufacturing and distribution Owned Navico Group Amsterdam, Netherlands Engineering, distribution, office Leased Boat Edgewater, FL (US) Manufacturing Owned Boat Merritt Island, FL (US) Manufacturing Owned Boat Fort Wayne, IN (US) Manufacturing Owned Boat New York Mills, MN (US) Manufacturing Owned Boat Knoxville, TN (US) Office Leased Boat Vonore, TN (US) Manufacturing Owned Boat Princeville, Quebec, Canada Manufacturing Owned Boat Vila Nova de Cerveira, Portugal Manufacturing Owned
Item 2. Properties We have numerous manufacturing plants, distribution warehouses, sales and engineering offices, and product test sites around the world. Research and development facilities are primarily located at manufacturing sites. We believe our facilities are suitable and adequate for our current needs and are well maintained and in good operating condition.
Item 2. Properties We operate manufacturing plants, distribution warehouses, sales and engineering offices, and product test sites around the world. Research and development facilities are primarily located at manufacturing sites. We believe our facilities are suitable and adequate for our current needs and are well maintained and in good operating condition.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

4 edited+1 added−0 removed12 unchanged
Biggest changeBuelow Executive Vice President and President — Mercury Marine 2023 54 Christopher F. Dekker Executive Vice President, General Counsel, Secretary, and Chief Compliance Officer 2014 56 Aine L. Denari Executive Vice President and President — Navico Group and Chief Technology Officer 2020 52 Brenna D. Preisser Executive Vice President and President — Brunswick Boat Group 2016 47 Jill M.
Biggest changeGwillim Executive Vice President and Chief Financial and Strategy Officer 2020 46 John G. Buelow Executive Vice President and President — Mercury Marine 2023 55 Christopher F. Dekker Executive Vice President, General Counsel, Secretary, and Chief Compliance Officer 2014 57 Aine L. Denari Executive Vice President and President — Navico Group and Chief Technology Officer 2020 53 Brenna D.
He served as Chief Technology Officer and President, Brunswick Marine Consumer Solutions from May 2018 to 2019, as Vice President and Brunswick Chief Technology Officer from 2014 to 2018, as Vice President of Product Development and Engineering, Mercury Marine, from 2010 to 2018 and as President of Mercury Racing from 2012 to 2018. Previously, Mr.
Foulkes served as Chief Technology Officer and President, Brunswick Marine Consumer Solutions from May 2018 to 2019, as Vice President and Brunswick Chief Technology Officer from 2014 to 2018, as Vice President of Product Development and Engineering, Mercury Marine, from 2010 to 2018 and as President of Mercury Racing from 2012 to 2018. Previously, Mr.
Item 4. Mine Safety Disclosures Not applicable. 25 Table of Contents Information About Our Executive Officers Brunswick's Executive Officers are listed in the following table: Officer Name Present Position First Became an Executive Officer Age David M. Foulkes Chief Executive Officer 2019 63 Ryan M. Gwillim Executive Vice President and Chief Financial and Strategy Officer 2020 45 John G.
Item 4. Mine Safety Disclosures Not applicable. 25 Table of Contents Information About Our Executive Officers Brunswick's Executive Officers are listed in the following table: Officer Name Present Position First Became an Executive Officer Age David M. Foulkes Chairman and Chief Executive Officer 2019 64 Ryan M.
Wrobel Executive Vice President and Chief Human Resources Officer 2021 44 Randall S. Altman Senior Vice President and Controller 2019 53 The executive officers named above have been appointed to serve until their successors are chosen and qualified or until the executive officer's earlier resignation or removal. David M. Foulkes was named Chief Executive Officer of Brunswick in 2019.
Altman Senior Vice President and Controller 2019 54 The executive officers named above have been appointed to serve until their successors are chosen and qualified or until the executive officer's earlier resignation or removal. David M. Foulkes was named Chief Executive Officer of Brunswick in 2019 and appointed Chairman of the Board of Directors in March 2025. Mr.
Added
Preisser Executive Vice President and President — Brunswick Boat Group 2016 48 Jill M. Wrobel Executive Vice President and Chief Human Resources Officer 2021 45 Randall S.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDuring 2024, we repurchased $200.0 million of stock and as of December 31, 2024, the remaining authorization under the share repurchase program was $421.5 million. 28 Table of Contents During the three months ended December 31, 2024, we repurchased the following shares of 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 September 29 to October 26 121,746 $ 82.14 121,746 October 27 to November 23 — — — November 24 to December 31 — — — Total 121,746 82.14 121,746 $ 421,468,944 Item 6.
Biggest changeDuring 2025, we repurchased $80.0 million of stock and as of December 31, 2025, the remaining authorization under the share repurchase program was $341.5 million. 28 Table of Contents During the three months ended December 31, 2025, we repurchased the following shares of 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 September 28 to October 25 72,222 $ 63.61 72,222 October 26 to November 22 70,199 65.50 70,199 November 23 to December 31 81,109 71.60 81,109 Total 223,530 $ 67.10 223,530 $ 341,466,795 Item 6.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Brunswick's common stock is traded on the New York and Chicago Stock Exchanges under the symbol "BC". As of February 10, 2025, there were 6,114 shareholders of record of our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Brunswick's common stock is traded on the New York Stock Exchange and NYSE Texas, Inc under the symbol "BC". As of February 10, 2026, there were 5,756 shareholders of record of our common stock.
Performance Graph Comparison of Cumulative Total Shareholder Return among Brunswick, S&P 400 Index and S&P 400 Global Industry Classification Standard (GICS) Consumer Discretionary Index 2019 2020 2021 2022 2023 2024 Brunswick 100.00 128.96 171.03 126.14 172.04 117.40 S&P 400 GICS Consumer Discretionary Index 100.00 125.94 209.13 165.18 206.61 224.22 S&P 400 Index 100.00 125.87 175.79 153.10 179.79 202.67 The basis of comparison is a $100 investment made on December 31, 2019 in each of: (i) Brunswick, (ii) the S&P 400 GICS Consumer Discretionary Index and (iii) the S&P 400 Index.
Performance Graph Comparison of Cumulative Total Shareholder Return among Brunswick, S&P 400 Index and S&P 400 Global Industry Classification Standard (GICS) Consumer Discretionary Index 2020 2021 2022 2023 2024 2025 Brunswick 100.00 171.03 126.14 172.04 117.40 138.09 S&P 400 GICS Consumer Discretionary Index 100.00 166.06 131.16 164.06 178.04 169.21 S&P 400 Index 100.00 139.66 121.63 142.84 161.02 174.98 The basis of comparison is a $100 investment made on December 31, 2020 in each of: (i) Brunswick, (ii) the S&P 400 GICS Consumer Discretionary Index and (iii) the S&P 400 Index.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

46 edited+4 added−11 removed52 unchanged
Biggest changeThe table below summarizes the impact of changes in currency exchange rates and also the impact of acquisitions on our net sales: Net Sales 2024 vs. 2023 (in millions) 2024 2023 GAAP Currency Impact Acquisitions Impact Propulsion $ 2,074.2 $ 2,763.8 (25.0)% (0.4)% 1.2% Engine P&A 1,160.8 1,199.8 (3.3)% (0.3)% —% Navico Group 800.2 914.7 (12.5)% 0.1% —% Boat 1,553.5 1,989.4 (21.9)% —% 0.6% Segment Eliminations (351.6) (466.3) (24.6)% —% —% Total $ 5,237.1 $ 6,401.4 (18.2)% (0.2)% 0.7% 30 Table of Contents Results of Operations Consolidated The following table sets forth certain amounts, ratios and relationships calculated from the Consolidated Statements of Operations for 2024 and 2023: 2024 vs. 2023 (in millions, except per share data) 2024 2023 $ % Net sales $ 5,237.1 $ 6,401.4 $ (1,164.3) (18.2)% Gross margin (A) 1,350.8 1,787.0 (436.2) (24.4)% Restructuring, exit and impairment charges 121.7 54.7 67.0 NM Operating earnings 311.6 734.9 (423.3) (57.6)% Loss on early extinguishment of debt (12.7) — (12.7) NM Net earnings from continuing operations 149.3 432.6 (283.3) (65.5)% Diluted earnings per common share from continuing operations $ 2.21 $ 6.13 $ (3.92) (63.9)% Expressed as a percentage of Net sales: Gross margin (A) 25.8 % 27.9 % (210) bps Selling, general and administrative expense 14.3 % 12.7 % 160 bps Research and development expense 3.2 % 2.9 % 30 bps Restructuring, exit and impairment charges 2.3 % 0.9 % 140 bps Operating margin 5.9 % 11.5 % (560) bps NM = not meaningful bps = basis points (A) Gross margin is defined as Net sales less Cost of sales as presented in the Consolidated Statements of Operations.
Biggest changeThe table below summarizes the impact of changes in currency exchange rates and also the impact of acquisitions on our net sales: Net Sales 2025 vs. 2024 (in millions) 2025 2024 GAAP Currency Impact Acquisition Impact Propulsion $ 2,177.2 $ 2,074.2 5.0% 0.3% —% Engine P&A 1,217.5 1,160.8 4.9% 0.1% —% Navico Group 800.4 800.2 —% 0.9% —% Boat 1,525.2 1,553.5 (1.8)% 0.2% 0.5% Segment Eliminations (357.5) (351.6) (1.7)% —% —% Total $ 5,362.8 $ 5,237.1 2.4% 0.3% 0.2% 30 Table of Contents Results of Operations Consolidated The following table sets forth certain amounts, ratios and relationships calculated from the Consolidated Statements of Operations for 2025 and 2024: 2025 vs. 2024 (in millions, except per share data) 2025 2024 $ % Net sales $ 5,362.8 $ 5,237.1 $ 125.7 2.4% Cost of sales 4,030.6 3,886.3 144.3 3.7% Gross margin (A) 1,332.2 1,350.8 (18.6) (1.4)% Selling, general and administrative expense 851.1 747.9 103.2 13.8% Research and development expense 168.7 169.6 (0.9) (0.5)% Restructuring, exit and impairment charges 353.1 121.7 231.4 NM Operating (loss) earnings (40.7) 311.6 (352.3) NM Equity earnings 7.0 8.6 (1.6) (18.6)% Other (expense) income, net (1.6) 9.0 (10.6) NM (Loss) earnings before interest and income taxes (35.3) 329.2 (364.5) NM Interest expense (111.7) (126.6) 14.9 11.8% Interest income 7.2 13.4 (6.2) (46.3)% Gain (loss) on early extinguishment of debt 4.1 (12.7) 16.8 NM (Loss) earnings before income taxes (135.7) 203.3 (339.0) NM Income tax provision 0.2 54.0 (53.8) (99.6)% Net (loss) earnings from continuing operations (135.9) 149.3 (285.2) NM Net (loss) from discontinued operations, net of tax (1.4) (19.2) 17.8 (92.7)% Net (loss) earnings (137.3) 130.1 (267.4) NM Diluted (loss) earnings per common share from continuing operations $ (2.06) $ 2.21 $ (4.27) NM Expressed as a percentage of Net sales: Gross margin (A) 24.8 % 25.8 % (100) bps Selling, general and administrative expense 15.9 % 14.3 % 160 bps Research and development expense 3.1 % 3.2 % (10) bps Restructuring, exit and impairment charges 6.6 % 2.3 % 430 bps Operating margin (0.8) % 5.9 % (670) bps NM = not meaningful bps = basis points (A) Gross margin is defined as Net sales less Cost of sales as presented in the Consolidated Statements of Operations. 31 Table of Contents The following is a reconciliation of our non-GAAP measures, adjusted operating earnings and adjusted diluted earnings per common share from continuing operations for 2025 and 2024: Operating (loss) Earnings Diluted (Loss) Earnings Per Share (in millions, except per share data) 2025 2024 2025 2024 GAAP $ (40.7) $ 311.6 $ (2.06) $ 2.21 Restructuring, exit and impairment charges 353.1 121.7 5.03 1.41 Purchase accounting amortization 58.6 58.5 0.84 0.68 Acquisition, integration, and IT related costs 0.1 3.6 — 0.04 Special tax items (A) — — (0.48) 0.19 (Gain) loss on early extinguishment of debt — — (0.06) 0.15 Release of dissolved entity foreign currency translation — — — 0.01 Gain on sale of business — — — (0.12) As Adjusted $ 371.1 $ 495.4 $ 3.27 $ 4.57 GAAP operating margin (0.8) % 5.9 % Adjusted operating margin 6.9 % 9.5 % (A) Special tax items during the year ended December 31, 2025 primarily relates to the discrete income tax benefit associated with goodwill impairment and 2024 tax return to provision adjustments.
We do not provide forward-looking guidance for certain financial measures on a GAAP basis because we are unable to predict certain items contained in the GAAP measures without unreasonable efforts. These items may include restructuring, exit and impairment costs, special tax items, acquisition-related costs, and certain other unusual adjustments.
We do not provide forward-looking guidance for certain financial measures on a GAAP basis because we are unable to predict certain items contained in the GAAP measures without unreasonable effort. These items may include restructuring, exit and impairment costs, special tax items, acquisition-related costs, and certain other unusual adjustments.
"Debt" refers to future cash principal payments. Debt also includes our finance leases as discussed in Note 19 – Leases in the Notes to Consolidated Financial Statements. (B) See Note 19 – Leases in the Notes to Consolidated Financial Statements for additional information. (C) Purchase obligations represent agreements with suppliers and vendors as part of the normal course of business.
"Debt" refers to future cash principal payments. Debt also includes our finance leases as discussed in Note 20 – Leases in the Notes to Consolidated Financial Statements. (B) See Note 20 – Leases in the Notes to Consolidated Financial Statements for additional information. (C) Purchase obligations represent agreements with suppliers and vendors as part of the normal course of business.
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 25 percent of our annual net sales are transacted in a currency other than the U.S. dollar.
The percentage change in net sales expressed on a constant currency basis better reflects the changes in the underlying business trends, excluding the impact of translation arising from foreign currency exchange rate fluctuations. Approximately 26 percent of our annual net sales are transacted in a currency other than the U.S. dollar.
Based on our anticipated earnings generation throughout the year, we expect to maintain sufficient cushion against the existing debt covenants. As of December 31, 2024, we were in compliance with the financial covenants in the Credit Facility and CP Program.
Based on our anticipated earnings generation throughout the year, we expect to maintain sufficient cushion against the existing debt covenants. As of December 31, 2025, we were in compliance with the financial covenants in the Credit Facility and CP Program.
Other income (expense), net primarily includes remeasurement gains and losses resulting from changes in foreign currency rates and other postretirement benefit costs as well as the gain on sale of one of our businesses in 2024.
Other (loss) income, net primarily includes remeasurement gains and losses resulting from changes in foreign currency rates and other postretirement benefit costs as well as the gain on sale of one of our businesses in 2024.
Recent Accounting Pronouncements See Note 1 – Significant Accounting Policies in the Notes to Consolidated Financial Statements for the recent accounting pronouncements that have been adopted during the year ended December 31, 2024, or will be adopted in future periods.
Recent Accounting Pronouncements See Note 1 – Significant Accounting Policies in the Notes to Consolidated Financial Statements for the recent accounting pronouncements that have been adopted during the year ended December 31, 2025, or will be adopted in future periods.
(D) Amounts primarily represent long-term deferred compensation plans. (E) Other long-term liabilities primarily includes long-term warranty contracts, future projected payments related to our nonqualified pension plans and deferred revenue. Legal Proceedings See Note 11 – Commitments and Contingencies in the Notes to Consolidated Financial Statements.
(D) Amounts primarily represent long-term deferred compensation plans. (E) Other long-term liabilities primarily include long-term warranty contracts, future projected payments related to our nonqualified pension plans. Legal Proceedings See Note 11 – Commitments and Contingencies in the Notes to Consolidated Financial Statements.
International sales increased slightly year-over-year on a GAAP basis and increased 1 percent on a constant currency basis.
International sales increased 2 percent year-over-year on a GAAP basis and increased 1 percent on a constant currency basis.
We believe that the non-GAAP financial measure "Total liquidity" is also useful to investors because it is an indication of our available highly liquid assets and immediate sources of financing. Cash, cash equivalents and marketable securities totaled $269.8 million as of December 31, 2024, a decrease of $198.8 million from $468.6 million as of December 31, 2023.
We believe that the non-GAAP financial measure "Total liquidity" is also useful to investors because it is an indication of our available highly liquid assets and immediate sources of financing. Cash, cash equivalents and marketable securities totaled $257.6 million as of December 31, 2025, a decrease of $12.2 million from $269.8 million as of December 31, 2024.
Refer to Note 14 – Debt in the Notes to Consolidated Financial Statements for further details on our debt activity during the year ended December 31, 2024. 37 Table of Contents Liquidity and Capital Resources We view our highly liquid assets as of December 31, 2024 and 2023 as: (in millions) 2024 2023 Cash and cash equivalents, at cost, which approximates fair value $ 269.0 $ 467.8 Short-term investments in marketable securities 0.8 0.8 Total cash, cash equivalents and marketable securities $ 269.8 $ 468.6 The following table sets forth an analysis of Total liquidity as of December 31, 2024 and 2023: (in millions) 2024 2023 Cash, cash equivalents and marketable securities $ 269.8 $ 468.6 Amounts available under lending facilities (A) 997.0 741.9 Total liquidity (B) $ 1,266.8 $ 1,210.5 (A) See Note 14 – Debt in the Notes to Consolidated Financial Statements for further details on our lending facilities.
Refer to Note 14 – Debt in the Notes to Consolidated Financial Statements for further details on our debt activity during the year ended December 31, 2025. 37 Table of Contents Liquidity and Capital Resources We view our highly liquid assets as of December 31, 2025 and 2024 as: (in millions) 2025 2024 Cash and cash equivalents, at cost, which approximates fair value $ 256.8 $ 269.0 Short-term investments in marketable securities 0.8 0.8 Total cash, cash equivalents and marketable securities $ 257.6 $ 269.8 The following table sets forth an analysis of Total liquidity as of December 31, 2025 and 2024: (in millions) 2025 2024 Cash, cash equivalents and marketable securities $ 257.6 $ 269.8 Amounts available under lending facilities (A) 994.0 997.0 Total liquidity (B) $ 1,251.6 $ 1,266.8 (A) See Note 14 – Debt in the Notes to Consolidated Financial Statements for further details on our lending facilities.
Refer to Note 1 – Significant Accounting Policies in the Notes to Consolidated Financial Statements for further information. We recognized $9.0 million and $7.6 million in 2024 and 2023, respectively, in Other income (expense), net.
Refer to Note 1 – Significant Accounting Policies in the Notes to Consolidated Financial Statements for further information. We recognized $(1.6) million and $9.0 million in 2025 and 2024, respectively, in Other (loss) income, net.
An impairment loss is recognized for the amount by which the carrying value exceeds the fair value of the asset. The Company recorded impairment charges of $5.0 million during the year ended December 31, 2024 related to the Navico trade name.
An impairment loss is recognized for the amount by which the carrying value exceeds the fair value of the asset. We recorded impairment charges of $16.7 million during the year ended December 31, 2025 related to various Navico trade names. We recorded impairment charges of $5.0 million during the year ended December 31, 2024 related to the Navico trade name.
Total debt as of December 31, 2024 and December 31, 2023 was $2,340.6 million and $2,430.4 million, respectively. Our debt-to-capitalization ratio was 55 percent and 54 percent as of December 31, 2024 and December 31, 2023, respectively. There were no borrowings under the Revolving Credit Agreement (Credit Facility) during 2024.
Total debt as of December 31, 2025 and December 31, 2024 was $2,102.2 million and $2,340.6 million, respectively. Our debt-to-capitalization ratio was 56 percent and 55 percent as of December 31, 2025 and December 31, 2024, respectively. There were no borrowings under the Revolving Credit Agreement (Credit Facility) during 2025.
The components of the Engine P&A segment's net sales change were as follows: Percent change in net sales compared to the prior year 2024 Volume (3.9) % Product Mix and Price 0.9 % Currency (0.3) % (3.3) % International sales were 30 percent of the Engine P&A segment's net sales in 2024.
The components of the Engine P&A segment's net sales change were as follows: Percent change in net sales compared to the prior year 2025 Volume 4.3 % Product Mix and Price 0.5 % Currency 0.1 % 4.9 % International sales were 29 percent of the Engine P&A segment's net sales in 2025.
We believe that we have adequate sources of liquidity to meet our short-term and long-term needs. 2025 Capital Strategy We anticipate executing a thoughtful capital strategy in 2025 with planned debt reductions of $125 million, capital expenditures at levels similar to 2024 of $160 million, and a minimum of $80 million of share repurchases, which could increase in the event cash generation outpaces initial expectations.
We believe that we have adequate sources of liquidity to meet our short-term and long-term needs. 2026 Capital Strategy We anticipate executing a thoughtful capital strategy in 2026 with planned debt reductions of approximately $160 million, capital expenditures of approximately $200 million, and $50 million of share repurchases, which could increase in the event cash generation outpaces initial expectations.
The components of the Navico Group segment's net sales change were as follows: Percent change in net sales compared to the prior year 2024 Volume (12.4) % Product Mix and Price (0.2) % Currency 0.1 % (12.5) % International sales were 41 percent of the Navico Group segment's net sales in 2024.
The components of the Navico Group segment's net sales change were as follows: Percent change in net sales compared to the prior year 2025 Volume (3.3) % Product Mix and Price 2.4 % Currency 0.9 % — % International sales were 42 percent of the Navico Group segment's net sales in 2025.
Available borrowing capacity under the Credit Facility as of December 31, 2024 totaled $997.0 million, net of $3.0 million of letters of credit outstanding. During 2024, the maximum amount utilized under our unsecured commercial paper program (CP Program) was $280.0 million and as of December 31, 2024, the Company had $115.0 million of borrowings outstanding under the CP Program.
There were no borrowings under the Credit Facility during 2024. Available borrowing capacity under the Credit Facility as of December 31, 2024 totaled $997.0 million, net of $3.0 million of letters of credit outstanding. During 2024, the maximum amount utilized under our CP Program was $280.0 million.
For further information, refer to Note 5 – Segment Information in the Notes to the Consolidated Financial Statements. Acquisitions On September 12, 2024, we acquired additional Freedom Boat Club franchise operations and territories in Southeast Florida for net cash consideration of $31.2 million. Refer to Note 4 – Acquisitions in the Notes to the Consolidated Financial Statements for further information.
Please refer to Note 1 – Significant Accounting Policies in the Notes to the Consolidated Financial Statements for further details. Acquisitions On September 12, 2024, we acquired additional Freedom Boat Club franchise operations and territories in Southeast Florida for net cash consideration of $31.3 million.
The components of the Propulsion segment's net sales change were as follows: Percent change in net sales compared to the prior year 2024 Volume (29.4) % Product Mix and Price 3.6 % Acquisitions 1.2 % Currency (0.4) % (25.0) % International sales were 36 percent of the Propulsion segment's net sales in 2024.
The components of the Boat segment's net sales change were as follows: Percent change in net sales compared to the prior year 2025 Volume (4.6) % Product Mix and Price 2.1 % Acquisitions 0.5 % Currency 0.2 % (1.8) % International sales were 20 percent of the Boat segment's net sales in 2025.
"Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2023 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16, 2024. 29 Table of Contents IT Security Incident In June 2023, the Company experienced an IT security incident that impacted some of its systems and global facilities.
For a discussion of Brunswick's consolidated results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2024 Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2025. 29 Table of Contents IT Security Incident In June 2023, the Company experienced an IT security incident that impacted some of its systems and global facilities.
We evaluate potential acquisitions, divestitures and joint ventures in the ordinary course of business. 2024 Cash Flow Net cash provided by operating activities of continuing operations in 2024 totaled $449.5 million versus $745.2 million in 2023. The decrease is primarily due to lower net earnings.
We evaluate potential acquisitions, divestitures and joint ventures in the ordinary course of business. 2025 Cash Flow Net cash provided by operating activities of continuing operations in 2025 totaled $585.7 million versus $449.5 million in 2024.
International sales decreased 5 percent year-over-year on a GAAP and constant currency basis.
International sales increased 2 percent year-over-year on a GAAP and slight decrease on a constant currency basis.
Diluted earnings per common share from continuing operations benefited from common stock repurchases in both years. 32 Table of Contents Segments We have four reportable segments: Propulsion, Engine P&A, Navico Group, and Boat. Refer to Note 5 – Segment Information in the Notes to Consolidated Financial Statements for details on the segment operations.
Segments We have four reportable segments: Propulsion, Engine P&A, Navico Group, and Boat. Refer to Note 5 – Segment Information in the Notes to Consolidated Financial Statements for details on the segment operations.
We recorded an $80.0 million impairment of the Navico Group reporting unit's goodwill during the year ended December 31, 2024. We did not record any goodwill impairments in 2023 or 2022. 40 Table of Contents Other Intangible Assets. Our primary other intangible assets are customer relationships, trade names, and developed technology acquired in business combinations.
We recorded a $305.8 million and $80.0 million impairment of the Navico Group reporting unit's goodwill in 2025 and 2024, respectively. 40 Table of Contents Other Intangible Assets. Our primary other intangible assets are customer relationships, trade names, and developed technology acquired in business combinations.
Net cash used for financing activities was $442.7 million, which included $613.2 million of payments of long-term debt including current maturities, $200.0 million of common stock repurchases, $112.3 million of cash dividends paid to common shareholders, and $87.4 million of payments of short-term debt, partially offset by $396.9 million of proceeds from issuances of long-term debt and $201.1 million of proceeds from issuances of short-term debt.
Our capital spending was focused on investments in new products and technologies. Net cash used for financing activities was $441.2 million, which included $412.6 million of payments of long-term debt including current maturities, $80.0 million of common stock repurchases, $112.6 million of cash dividends paid to common shareholders, partially offset by $173.1 million of proceeds from issuances of short-term debt.
Contractual Obligations The following table sets forth a summary of our contractual cash obligations as of December 31, 2024: Payments due by period (in millions) Total Less than 1 year 1-3 years 3-5 years More than 5 years Contractual Obligations Debt (A) $ 2,374.0 $ 246.4 $ 8.5 $ 404.1 $ 1,715.0 Interest payments on long-term debt 1,418.9 86.7 297.3 244.1 790.8 Operating leases (B) 232.4 35.5 57.6 41.0 98.3 Purchase obligations (C) 103.3 102.4 0.6 0.3 — Deferred management compensation (D) 31.8 5.0 6.0 6.0 14.8 Other long-term liabilities (E) 159.8 3.8 80.3 54.5 21.2 Total contractual obligations $ 4,320.2 $ 479.8 $ 450.3 $ 750.0 $ 2,640.1 (A) See Note 14 – Debt in the Notes to Consolidated Financial Statements for additional information on our debt.
Contractual Obligations The following table sets forth a summary of our contractual cash obligations as of December 31, 2025: Payments due by period (in millions) Total Less than 1 year 1-3 years 3-5 years More than 5 years Contractual Obligations Debt (A) $ 2,120.8 $ 295.4 $ 7.7 $ 402.7 $ 1,415.0 Interest payments on long-term debt 886.0 80.3 160.6 124.2 520.9 Operating leases (B) 239.8 38.8 61.4 44.2 95.4 Purchase obligations (C) 107.9 107.6 0.2 0.1 — Deferred management compensation (D) 38.5 5.0 6.0 6.0 21.5 Other long-term liabilities (E) 139.8 1.7 82.2 45.7 10.2 Total contractual obligations $ 3,532.8 $ 528.8 $ 318.1 $ 622.9 $ 2,063.0 (A) See Note 14 – Debt in the Notes to Consolidated Financial Statements for additional information on our debt.
Navico Group segment's operating earnings decreased versus the prior year due to intangible asset impairment charges and the impact from lower sales, partially offset by cost control measures. 35 Table of Contents Boat Segment The following table sets forth Boat segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the years ended December 31, 2024 and 2023: 2024 vs. 2023 (in millions) 2024 2023 $ % Net sales $ 1,553.5 $ 1,989.4 $ (435.9) (21.9) % GAAP operating earnings $ 63.3 $ 155.6 $ (92.3) (59.3) % Restructuring, exit and impairment charges 6.3 10.5 (4.2) (40.0) % Acquisition, integration, and IT related costs 0.4 5.2 (4.8) (92.3) % Purchase accounting amortization 4.0 3.6 0.4 11.1 % IT security incident costs — 1.0 (1.0) NM Adjusted operating earnings $ 74.0 $ 175.9 $ (101.9) (57.9) % GAAP operating margin 4.1 % 7.8 % (370) bps Adjusted operating margin 4.8 % 8.8 % (400) bps NM = not meaningful bps = basis points 2024 vs. 2023 Boat segment's net sale s decreased in 2024 versus the prior year resulting from lower wholesale orders, as dealers continue to manage pipeline levels, along with higher levels of selective discounting, partially offset by the favorable impact of modest model-year pricing.
Navico Group segment's operating loss increased versus the prior year primarily due to the impact of non-cash, intangible asset impairment charges along with the impact of tariffs and reinstatement of variable compensation. 35 Table of Contents Boat Segment The following table sets forth Boat segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the years ended December 31, 2025 and 2024: 2025 vs. 2024 (in millions) 2025 2024 $ % Net sales $ 1,525.2 $ 1,553.5 $ (28.3) (1.8) % GAAP operating earnings $ 32.2 $ 63.3 $ (31.1) (49.1) % Restructuring, exit and impairment charges 16.4 6.3 10.1 NM Purchase accounting amortization 4.4 4.0 0.4 10.0 % Acquisition, integration, and IT related costs — 0.4 (0.4) (100.0) % Adjusted operating earnings $ 53.0 $ 74.0 $ (21.0) (28.4) % GAAP operating margin 2.1 % 4.1 % (200) bps Adjusted operating margin 3.5 % 4.8 % (130) bps NM = not meaningful bps = basis points 2025 vs. 2024 Boat segment's net sale s slightly decreased in 2025 versus the prior year as second half growth only partially offset first half cautious wholesale ordering patterns.
There were no borrowings under the Credit Facility during 2023. Available borrowing capacity under the Credit Facility as of December 31, 2023 totaled $741.9 million, net of $8.1 million of letters of credit outstanding. During 2023, the maximum amount utilized under our CP Program was $125.0 million.
Available borrowing capacity under the Credit Facility as of December 31, 2025 totaled $994.0 million, net of $6.0 million of letters of credit outstanding. During 2025, the maximum amount utilized under our unsecured commercial paper program (CP Program) was $445.5 and as of December 31, 2025, we had $290.0 million of borrowings outstanding under the CP Program.
See Note 3 – Restructuring, Exit and Impairment Activities in the Notes to Consolidated Financial Statements for further details. We recognized Equity earnings (loss) of $8.6 million and $(11.4) million in 2024 and 2023, respectively. The primary driver of the loss in 2023 is the impairment charge taken related to our investment in TN-BC Holdings LLC.
See Note 3 – Restructuring, Exit and Impairment Activities in the Notes to Consolidated Financial Statements for further details. 32 Table of Contents We recognized Equity earnings (loss) of $7.0 million and $8.6 million in 2025 and 2024, respectively, which were mainly related to our marine and technology-related joint ventures.
Selling, general and administrative expenses as a percentage of net sales increased 160 basis points during 2024 when compared with the same prior year period, due to lower sales (280 bps), partially offset by cost control measures across the enterprise, including lower employee compensation costs associated with headcount reductions and lower variable compensation (120 bps).
Selling, general and administrative expenses as a percentage of net sales increased 160 basis points during 2025 when compared with the same prior year period, primarily due to the reinstatement of variable compensation (194 bps), which was partially offset by higher sales (34 bps). Research and development expense remained flat during 2025 versus 2024.
Propulsion segment's operating earnings decreased versus the prior year, primarily due to the impact of lower sales and lower absorption from declines in production, partially offset by cost control measures. 33 Table of Contents Engine P&A Segment The following table sets forth Engine P&A segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the years ended December 31, 2024 and 2023: 2024 vs. 2023 (in millions) 2024 2023 $ % Net sales $ 1,160.8 $ 1,199.8 $ (39.0) (3.3) % GAAP operating earnings $ 219.9 $ 217.4 $ 2.5 1.1 % Restructuring, exit and impairment charges 4.8 3.3 1.5 45.5 % Acquisition, integration, and IT related costs — 0.6 (0.6) NM IT security incident costs — 0.5 (0.5) NM Adjusted operating earnings $ 224.7 $ 221.8 $ 2.9 1.3 % GAAP operating margin 18.9 % 18.1 % 80 bps Adjusted operating margin 19.4 % 18.5 % 90 bps NM = not meaningful bps = basis points 2024 vs. 2023 Engine P&A segment's net sales decreased in 2024 versus the prior year as a result of softer market conditions.
Engine P&A Segment The following table sets forth Engine P&A segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the years ended December 31, 2025 and 2024: 2025 vs. 2024 (in millions) 2025 2024 $ % Net sales $ 1,217.5 $ 1,160.8 $ 56.7 4.9 % GAAP operating earnings $ 220.3 $ 219.9 $ 0.4 0.2 % Restructuring, exit and impairment charges 0.4 4.8 (4.4) (91.7) % Adjusted operating earnings $ 220.7 $ 224.7 $ (4.0) (1.8) % GAAP operating margin 18.1 % 18.9 % (80) bps Adjusted operating margin 18.1 % 19.4 % (130) bps NM = not meaningful bps = basis points 2025 vs. 2024 Engine P&A segment's net sales increased 4.9 percent in 2025 versus the prior year reflecting strong boater participation and continued share gains in our distribution business line.
Propulsion Segment The following table sets forth Propulsion segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the years ended December 31, 2024 and 2023: 2024 vs. 2023 (in millions) 2024 2023 $ % Net sales $ 2,074.2 $ 2,763.8 $ (689.6) (25.0) % GAAP operating earnings $ 242.6 $ 494.7 $ (252.1) (51.0) % Restructuring, exit and impairment charges 9.6 2.7 6.9 NM IT security incident costs — 3.4 (3.4) NM Acquisition, integration, and IT related costs 1.5 2.5 (1.0) (40.0) % Purchase accounting amortization 1.5 0.9 0.6 66.7 % Adjusted operating earnings $ 255.2 $ 504.2 $ (249.0) (49.4) % GAAP operating margin 11.7 % 17.9 % (620) bps Adjusted operating margin 12.3 % 18.2 % (590) bps NM = not meaningful bps = basis points 2024 vs. 2023 Propulsion segment's net sales decreased in 2024 versus prior year due to softer market conditions resulting in lower OEM production rates and engine orders and unfavorable changes in foreign currency exchange rates, partially offset by the impact of annual pricing and market share gains in outboard engines.
Propulsion Segment The following table sets forth Propulsion segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the years ended December 31, 2025 and 2024: 2025 vs. 2024 (in millions) 2025 2024 $ % Net sales $ 2,177.2 $ 2,074.2 $ 103.0 5.0 % GAAP operating earnings $ 193.0 $ 242.6 $ (49.6) (20.4) % Restructuring, exit and impairment charges 1.2 9.6 (8.4) (87.5) % Purchase accounting amortization 1.2 1.5 (0.3) (20.0) % Acquisition, integration, and IT related costs 0.1 1.5 (1.4) (93.3) % Adjusted operating earnings $ 195.5 $ 255.2 $ (59.7) (23.4) % GAAP operating margin 8.9 % 11.7 % (280) bps Adjusted operating margin 9.0 % 12.3 % (330) bps bps = basis points 33 Table of Contents 2025 vs. 2024 Propulsion segment's net sales increased 5 percent in 2025 versus prior year due to pricing actions and strong OEM orders.
Engine P&A segment's operating earnings increased versus the prior year, as the impact of the operational efficiencies resulting from the completed transition to the Brownsburg, Indiana distribution center, annual pricing, and lower operating expenses more than offset lower volumes and higher material inflation. 34 Table of Contents Navico Group Segment The following table sets forth Navico Group segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the years ended December 31, 2024 and 2023: 2024 vs. 2023 (in millions) 2024 2023 $ % Net sales $ 800.2 $ 914.7 $ (114.5) (12.5) % GAAP operating (loss) earnings $ (100.6) $ 5.2 $ (105.8) NM Restructuring, exit and impairment charges 98.6 30.5 68.1 NM Purchase accounting amortization 53.0 53.0 — NM Acquisition, integration, and IT related costs 1.7 2.1 (0.4) (19.0) % IT security incident costs — 0.5 (0.5) NM Adjusted operating earnings $ 52.7 $ 91.3 $ (38.6) (42.3) % GAAP operating margin (12.6) % 0.6 % NM Adjusted operating margin 6.6 % 10.0 % (340) bps NM = not meaningful bps = basis points 2024 vs. 2023 Navico Group segment's net sales decreased in 2024 versus the prior year due to reduced sales to marine OEMs resulting from lower boat production levels to match retail ordering patterns and a weak RV manufacturing environment, partially offset by strong new product momentum.
Engine P&A segment's operating earnings increased slightly versus prior year primarily due to increased sales, which were partially offset by the reinstatement of variable compensation and tariffs. 34 Table of Contents Navico Group Segment The following table sets forth Navico Group segment results and a reconciliation to our non-GAAP measure of adjusted operating earnings for the years ended December 31, 2025 and 2024: 2025 vs. 2024 (in millions) 2025 2024 $ % Net sales $ 800.4 $ 800.2 $ 0.2 0.0 % GAAP operating loss $ (339.6) $ (100.6) $ (239.0) NM Restructuring, exit and impairment charges 334.5 98.6 235.9 NM Purchase accounting amortization 53.0 53.0 — NM Acquisition, integration, and IT related costs — 1.7 (1.7) NM Adjusted operating earnings $ 47.9 $ 52.7 $ (4.8) (9.1) % GAAP operating margin (42.4) % (12.6) % NM Adjusted operating margin 6.0 % 6.6 % (60) bps NM = not meaningful bps = basis points 2025 vs. 2024 Navico Group segment's net sales were flat in 2025 versus the prior year.
Research and development expense decreased during 2024 versus 2023. During 2024, we recorded restructuring, exit and impairment charges of $121.7 million compared with $54.7 million in 2023. The Company estimates the restructuring actions executed in 2024 will result in approximately $24.0 million of annualized cost savings.
During 2025, we recorded restructuring, exit and impairment charges of $353.1 million compared with $121.7 million in 2024. Restructuring, exit and impairment charges include $322.5 million and $85.0 million of Navico Group impairments in 2025 and 2024 respectively. We estimate that the restructuring actions executed in 2025 will result in approximately $16.0 million of annualized cost savings.
Cash Flow, Liquidity and Capital Resources The following table sets forth an analysis of free cash flow for the years ended December 31, 2024 and 2023: (in millions) 2024 2023 Net cash provided by operating activities of continuing operations $ 449.5 $ 745.2 Net cash (used for) provided by: Plus: Capital expenditures (167.4) (289.3) Plus: Proceeds from the sale of property, plant and equipment 15.0 14.8 Plus: Effect of exchange rate changes on cash and cash equivalents (12.8) 2.7 Total free cash flow (A) $ 284.3 $ 473.4 (A) We define "Free cash flow" as cash flow from operating and investing activities of continuing operations (excluding cash provided by or used for acquisitions, investments, purchases or sales/maturities of marketable securities and other investing activities, net of tax) and the effect of exchange rate changes on cash and cash equivalents.
Corporate/Other The following table sets forth Corporate/Other results and a reconciliation to our non-GAAP measure of adjusted operating loss for the years ended December 31, 2025 and 2024: 2025 vs. 2024 (in millions) 2025 2024 $ % GAAP operating loss $ (146.6) $ (113.6) $ (33.0) (29.0) % Restructuring, exit and impairment charges 0.6 2.4 (1.8) (75.0) % Adjusted operating loss $ (146.0) $ (111.2) $ (34.8) 31.3 % Corporate operating loss increased compared with 2024 driven by higher variable compensation costs slightly offset by lower restructuring charges compared to prior year. 36 Table of Contents Cash Flow, Liquidity and Capital Resources The following table sets forth data from our Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024: (in millions) 2025 2024 Net cash provided by operating activities $ 562.1 $ 431.4 Net cash used for investing activities (141.6) (168.9) Net cash used for financing activities (441.2) (442.7) Effect of exchange rate changes 9.7 (12.8) Net decrease in Cash and cash equivalents and Restricted cash (11.0) (193.0) Cash and cash equivalents and Restricted cash at beginning of period 285.9 478.9 Cash and cash equivalents and Restricted cash at end of period $ 274.9 $ 285.9 The following table sets forth an analysis of free cash flow for the years ended December 31, 2025 and 2024: (in millions) 2025 2024 Net cash provided by operating activities of continuing operations $ 585.7 $ 449.5 Net cash (used for) provided by: Plus: Capital expenditures (165.8) (167.4) Plus: Proceeds from the sale of property, plant and equipment 12.6 15.0 Plus: Effect of exchange rate changes on cash and cash equivalents 9.7 (12.8) Total free cash flow (A) $ 442.2 $ 284.3 (A) We define "Free cash flow" as cash flow from operating and investing activities of continuing operations (excluding cash provided by or used for acquisitions, investments, purchases or sales/maturities of marketable securities and other investing activities, net of tax) and the effect of exchange rate changes on cash and cash equivalents.
Gross margin decreased 210 basis points in 2024 when compared with 2023 driven by lower absorption from decreased production levels (90 bps), material and labor inflation (60 bps), sales-related drivers (60 bps), and foreign currency exchange-rate fluctuations (20 bps), partially offset by acquisitions (20 bps).
Gross margin decreased 100 basis points in 2025 when compared with 2024 driven by material inflation including tariffs (250 bps), partially offset by an increase in sales (120 bps), favorable currency exchange-rate fluctuations (20 bps), and higher absorption (10 bps).
The effective tax rate, which is calculated as the income tax provision as a percentage of earnings before income taxes, was 26.6 percent and 31.2 percent for 2024 and 2023, respectively. We have also evaluated the effects of Pillar Two legislation and concluded that the tax effects are not material to the financial statements.
The effective tax rate, which is calculated as the income tax provision as a percentage of earnings before income taxes, was (0.2) percent and 26.6 percent for 2025 and 2024, respectively. See Note 10 – Income Taxes in the Notes to Consolidated Financial Statements for a reconciliation of our effective tax rate and statutory Federal income tax rate.
Net interest expense increased in 2024 compared with 2023 due to an increase in average daily debt outstanding, which was influenced by the timing of debt issuances. We also recognized a loss on early extinguishment of debt related to the redemption of our 2027 Notes. Refer to Note 14 – Debt in the Notes to Consolidated Financial Statements.
Net interest expense decreased in 2025 compared with 2024 due to a decrease in average daily debt outstanding, which was driven by early extinguishment of debt. We recognized a gain on early extinguishment of debt related to the tender offer slightly offset by a loss on early extinguishment of debt related to 2048 Notes and 2049 Notes.
Refer to Note 4 – Acquisitions and Note 9 – Goodwill and Other Intangibles in the Notes to Consolidated Financial Statements for more information.
We recorded impairment charges of $16.6 million during the year ended December 31, 2023, including a $13.0 million impairment of the Navico trade name. Refer to Note 4 – Acquisitions and Note 9 – Goodwill and Other Intangibles in the Notes to Consolidated Financial Statements for more information.
Percent change in net sales compared to the prior year 2024 Volume (21.6) % Product Mix and Price (0.9) % Acquisitions 0.6 % Currency — % (21.9) % International sales were 20 percent of the Boat segment's net sales in 2024. International sales decreased 31 percent year-over-year on a GAAP basis and 30 percent on a constant currency basis.
The components of the Propulsion segment's net sales change were as follows: Percent change in net sales compared to the prior year 2025 Volume 0.3 % Product Mix and Price 4.4 % Currency 0.3 % 5.0 % International sales were 37 percent of the Propulsion segment's net sales in 2025.
The primary drivers of Net cash provided by operating activities of continuing operations in 2024 were net earnings, net of non-cash items, partially offset by working capital.
The primary drivers of Net cash provided by operating activities of continuing operations in 2025 were net earnings, net of non-cash items, and working capital. Net inventory decreased $114.3 million primarily due to lower production. Accounts and notes receivable increased $73.4 million primarily due to increased sales and timing of collections.
See Note 10 – Income Taxes in the Notes to Consolidated Financial Statements for a reconciliation of our effective tax rate and statutory Federal income tax rate. Due to the factors described in the preceding paragraphs, Operating earnings, Net earnings from continuing operations, and Diluted earnings per common share from continuing operations decreased during 2024.
Due to the factors described in the preceding paragraphs, Operating (loss) earnings, Net (loss) earnings from continuing operations, and Diluted (loss) earnings per common share from continuing operations decreased during 2025. Diluted (loss) earnings per common share from continuing operations benefited from common stock repurchases in both years.
Accounts and notes receivable decreased $45.0 million primarily due to lower sales and timing of collections. Accounts payable decreased $144.2 million, primarily due to lower purchasing resulting from reduced production. Accrued expenses decreased $104.0 million, primarily driven by a reduction in accrued variable compensation.
Accounts payable decreased $26.1 million, primarily due to lower purchasing resulting from reduced production. Accrued expenses increased $96.8 million, primarily driven by an increase in accrued variable compensation. Net cash used for investing activities was $141.6 million, which included $165.8 million of capital expenditures, and $12.6 million of proceeds from sales of property, plant and equipment.
International sales decreased 15 percent year-over-year on a GAAP basis and 14 percent on a constant currency basis.
International sales decreased 2 percent year-over-year on a GAAP basis and 3 percent on a constant currency basis. Boat segment operating earnings decreased versus the prior year due to the lower volume, impact of tariffs, and reinstatement of variable compensation.
We recognized an income tax provision of $54.0 million and $196.3 million in 2024 and 2023, respectively. The decrease is primarily due to lower pretax income and the prior year intercompany sale of certain intellectual property rights.
Refer to Note 14 – Debt in the Notes to Consolidated Financial Statements. We recognized an income tax provision of $0.2 million and $54.0 million in 2025 and 2024, respectively.
Removed
For a discussion of Brunswick's consolidated results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to Part II, Item 7.
Added
Special tax items during the year ended December 31, 2024 primarily relate to the discrete income tax expense recorded associated with an increase in the state valuation allowance and the discrete income tax benefit associated with goodwill impairment. 2025 vs. 2024 Net sales increased 2.4 percent during 2025 when compared with 2024.
Removed
Please refer to Note 1 – Significant Accounting Policies in the Notes to the Consolidated Financial Statements for further details. Change in Reportable Segments Effective January 1, 2023, the Company changed its management reporting and updated its reportable segments to Propulsion, Engine Parts and Accessories (Engine P&A), Navico Group and Boat to align with its internal operating structure.
Added
The components of the consolidated net sales change were as follows: Percent change in net sales compared to the prior year 2025 Volume (0.8) % Product Mix and Price 2.7 % Acquisitions 0.3 % Currency 0.2 % 2.4 % Sales in 2025 increased compared to the prior year resulting from improved second-half market conditions and resulting stronger wholesale orders together with strong P&A and after market performance that helped overcome the impacts of the challenging first-half retail environment.
Removed
During the fourth quarter of 2023, we acquired additional Freedom Boat Club franchise operations and territory rights as well as certain marine assets in the Southeast United States for net cash consideration of $16.0 million. On September 1, 2023, the Company acquired all of the issued and outstanding shares of Fliteboard Pty Ltd for $88.3 million net cash consideration.
Added
For the year ended December 31, 2025 the effective income tax rate differed from the statutory federal income tax rate of 21%, primarily due to the impact of the goodwill and intangible asset impairments.
Removed
The following is a reconciliation of our non-GAAP measures, adjusted operating earnings and adjusted diluted earnings per common share from continuing operations for 2024 and 2023: Operating Earnings Diluted Earnings Per Share (in millions, except per share data) 2024 2023 2024 2023 GAAP $ 311.6 $ 734.9 $ 2.21 $ 6.13 Restructuring, exit and impairment charges 121.7 54.7 1.41 0.61 Purchase accounting amortization 58.5 57.5 0.68 0.64 Acquisition, integration, and IT related costs 3.6 12.1 0.04 0.14 IT security incident costs — 10.1 — 0.12 Special tax items (A) — — 0.19 0.95 Loss on early extinguishment of debt — — 0.15 — Release of dissolved entity foreign currency translation — — 0.01 — TN-BC Holdings LLC joint venture impairment — — — 0.21 Gain on sale of business — — (0.12) — As Adjusted $ 495.4 $ 869.3 $ 4.57 $ 8.80 GAAP operating margin 5.9 % 11.5 % Adjusted operating margin 9.5 % 13.6 % (A) Special tax items during the year ended December 31, 2024 primarily relate to the discrete income tax expense recorded associated with an increase in the state valuation allowance. 31 Table of Contents 2024 vs. 2023 Net sales decreased 18.2 percent during 2024 when compared with 2023.
Added
International sales increased 8 percent year-over-year on a GAAP basis and 8 percent on a constant currency basis. Propulsion segment's operating earnings decreased versus the prior year, primarily due to the impact of incremental tariffs and reinstatement of variable compensation slightly offset by increased sales and higher absorption.
Removed
The components of the consolidated net sales change were as follows: Percent change in net sales compared to the prior year 2024 Volume (21.9) % Product Mix and Price 3.2 % Acquisitions 0.7 % Currency (0.2) % (18.2) % Sales in 2024 were below the prior year as the impact of lower wholesale ordering patterns by dealers, OEMs and retailers, coupled with higher discounts in select segments, and unfavorable changes in foreign currency exchange rates, were only partially offset by annual price increases and well received new products.
Removed
Boat segment operating earnings decreased versus the prior year due the impact of the net sales declines and lower absorption from reduced production, partially offset by pricing and cost control measures.
Removed
Corporate/Other The following table sets forth Corporate/Other results and a reconciliation to our non-GAAP measure of adjusted operating loss for the years ended December 31, 2024 and 2023: 2024 vs. 2023 (in millions) 2024 2023 $ % GAAP operating loss $ (113.6) $ (138.0) $ 24.4 (17.7) % Restructuring, exit and impairment charges 2.4 7.7 (5.3) (68.8) % IT security incident costs — 4.7 (4.7) NM Acquisition, integration, and IT related costs — 1.7 (1.7) NM Adjusted operating loss $ (111.2) $ (123.9) $ 12.7 (10.3) % NM = not meaningful 36 Table of Contents Corporate operating loss decreased compared with 2023 driven by lower variable compensation costs along with the impact of both the IT security incident and restructuring charges in the prior year.
Removed
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 Consolidated Balance Sheets, excluding the impact of acquisitions and non-cash adjustments. Net inventory decreased $112.8 million primarily due to lower planned production.
Removed
Net cash used for investing activities was $168.9 million, which included $167.4 million of capital expenditures, $80.9 million of purchases of marketable securities and $31.8 million of cash paid for acquisitions, net of cash acquired, partially offset by $82.1 million of sales or maturities of marketable securities and $15.0 million of proceeds from sales of property, plant and equipment.
Removed
Our capital spending was focused on investments in new products and technologies.
Removed
The Company recorded impairment charges of $16.6 million during the year ended December 31, 2023 including a $13.0 million impairment of the Navico trade name. The Company recorded impairment charges of $17.4 million during the year ended December 31, 2022 related to capitalized software intangible assets that will not be placed into service.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

5 edited+0 added−0 removed5 unchanged
Biggest changeWe do not use financial instruments for trading or speculative purposes. 41 Table of Contents We use foreign currency forward and option contracts to manage foreign exchange rate exposure related to anticipated transactions, and assets and liabilities that are subject to risk from foreign currency rate changes.
Biggest changeWe use foreign currency forward and option contracts to manage foreign exchange rate exposure related to anticipated transactions, and assets and liabilities that are subject to risk from foreign currency rate changes. Our principal currency exposures mainly relate to the Euro, Canadian dollar, Australian dollar, and the Brazilian Real.
We manage foreign currency exposure of certain assets or liabilities through the use of derivative financial instruments such that the gain or loss on the derivative financial instrument offsets the loss or gain recognized on the underlying asset or liability, respectively. We use fixed-to-floating interest rate swaps to convert a portion of our long-term debt from fixed-to-floating rate debt.
We manage foreign currency exposure of certain assets or liabilities through the use of derivative financial instruments such that the gain or loss on the derivative financial instrument offsets the loss or gain recognized on the underlying asset or liability, respectively. 41 Table of Contents We use fixed-to-floating interest rate swaps to convert a portion of our long-term debt from fixed-to-floating rate debt.
The estimated reduction in fair market value that we would incur on our derivative financial instruments from a 10 percent adverse change in quoted foreign currency rates are $69.3 million and $91.7 million for the years 2024 and 2023, respectively. Item 8. Financial Statements and Supplementary Data See Index to Financial Statements and Financial Statement Schedule on page 52 .
The estimated reduction in fair market value that we would incur on our derivative financial instruments from a 10 percent adverse change in quoted foreign currency rates are $81.4 million and $69.3 million for the years 2025 and 2024, respectively. Item 8. Financial Statements and Supplementary Data See Index to Financial Statements and Financial Statement Schedule on page 52 .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk from changes in foreign currency exchange rates, commodity prices and interest rates. We enter into various hedging transactions to mitigate certain risks in accordance with guidelines established by our management.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk We are exposed to market risk from changes in foreign currency exchange rates, commodity prices and interest rates. We enter into various hedging transactions to mitigate certain risks in accordance with guidelines established by our management. We do not use financial instruments for trading or speculative purposes.
Our principal currency exposures mainly relate to the Euro, Canadian dollar, Australian dollar, and the Brazilian Real. We hedge certain anticipated transactions with financial instruments whose maturity date, along with the realized gain or loss, occurs on or near the execution of the anticipated transaction.
We hedge certain anticipated transactions with financial instruments whose maturity date, along with the realized gain or loss, occurs on or near the execution of the anticipated transaction.

Other BC 10-K year-over-year comparisons