United States securities and exchange commission logo
November 18, 2022
David Foulkes
Chief Executive Officer
Brunswick Corporation
26125 N. Riverwoods Blvd., Suite 500
Mettawa, IL 60045-3420
Re: Brunswick
Corporation
Form 10-K for the
Fiscal Year Ended December 31, 2021
Filed February 16,
2022
File No. 001-01043
Dear David Foulkes:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 32
1. We note your disclosure
for the "summary of Adjusted operating earnings and Adjusted
diluted earnings per
common share." Please revise to clarify that this is a "reconciliation"
of your non-GAAP
measures and consider clearly labeling each measure, both here and in
the Form 8-K earnings
releases as non-GAAP rather than "adjusted" so that the intent of
this disclosures is
clear.
2. You state that net
sales increased during fiscal 2021 compared to 2020 due to increased
volume from strong
global demand for marine products, market share gains and higher
pricing. You refer to
the segment discussion for further details on the drivers of net sales
changes, however, such
disclosure refers to the "factors affecting all of [y]our segments as
previously mentioned."
Please revise to include both a quantitative and qualitative
David Foulkes
Brunswick Corporation
November 18, 2022
Page 2
discussion of the various factors, including any offsetting factors,
that impacted each
of your consolidated and segment revenues. For example, include a
quantified discussion
regarding the impact of price versus volume on your net sales, and if
specific products had
a significant impact, either positively or negatively on the segment
net sales growth, revise
to disclose as such. Refer to Item 303(b) of Regulation S-K.
3. We note your disclosures that "excluding certain one-time items
presented above," selling
general and administrative expense (SG&A) as a percentage of sales was
lower in fiscal
2021. Please tell us what the one-time items is referring to and to
the extent you are
adjusting for non-GAAP items, revise to include a discussion of your
GAAP SG&A with
greater prominence. Refer to Question 102.10 of the non-GAAP C&DIs. In
addition, you
cite several factors that impacted your SG&A expenses such as
increased spending on
sales and marketing, ACES programs, growth initiatives, and variable
compensation
costs. Where a material change from period-to-period is due to two or
more factors,
including any offsetting factors, revise to describe the underlying
reasons for such changes
in both quantitative and qualitative terms. Similar revisions should
be made to your gross
margin discussion.
4. We note that during each of the last three fiscal years and to date in
fiscal 2022 you
implemented various strategic initiatives to improve your cost
structure, general operating
efficiencies and utilization of production capacity. Your discussion
of restructuring
activities on page 33 provides a cross reference to Note 4. Please
tell us how your current
disclosures address the disclosure guidance in SAB Topic 5.P.4, or
revise as necessary.
Liquidity and Capital Resources, page 41
5. We note your disclosure regarding the dollar amount of future
contractual cash obligations
as of December 31, 2021. Please revise to also include a quantified
discussion of the cash
requirements related to the credit facility fee as discussed in Note
16. To the extent that
such amounts are already reflected in the amounts disclosed, please
revise and clarify
accordingly. Refer to Item 303(b)(1) of Regulation S-K.
Critical Accounting Estimates, page 42
6. Your Critical Accounting Estimates appear to repeat your accounting
policy disclosures in
the notes to the consolidated financial statements. Please revise to
explain why each
critical accounting estimate is subject to uncertainty and, to the
extent the information is
material and reasonably available, how much each estimate and/or
assumption has
FirstName LastNameDavid Foulkes
changed over a relevant period, and the sensitivity of the reported
amounts to the material
Comapany NameBrunswick
methods, assumptionsCorporation
and estimates underlying its calculation. Refer
to Item 303(b)(3) of
Regulation
November 18, 2022S-K.
Page 2
FirstName LastName
David Foulkes
FirstName
Brunswick LastNameDavid Foulkes
Corporation
Comapany 18,
November NameBrunswick
2022 Corporation
November
Page 3 18, 2022 Page 3
FirstName LastName
Notes to Consolidated Financial Statements
Note 6. Segment Information, page 73
7. We note that the Engine Parts and Accessories and Advanced Systems
Group operating
segments have been aggregated into a single reportable segment, Parts
& Accessories.
Please provide us with an analysis of each of the criteria in ASC
280-10-50-11 to support
such aggregation. Also, tell us how the acquisitions and integrations
of Navico and
RELiON impacted your evaluation, if at all.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Chen Chen, Staff Accountant, at 202-551-7351 or Kathleen
Collins,
Accounting Branch Chief, at 202-551-3499 with any questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Ryan M. Gwillim