Good morning, and welcome to Brunswick Corporation's 2013 First Quarter Earnings Conference Call. [Operator Instructions] Today's meeting will be recorded. If you have any objections, you may disconnect at any time. I'd now like to introduce Mr. Bruce Byots, Vice President, Corporate and Investor Relations.

Good morning, and thank you for joining us. On the call this morning is Dusty McCoy, Brunswick's Chairman and CEO; and Bill Metzger, CFO. Before we begin with our prepared remarks, I would like to remind everyone that during this call, our comments will include certain forward-looking statements. Please keep in mind that our actual results could differ materially from these expectations. For the details on the risk factors to consider, please refer to our recent SEC filings and today's press release. All of these documents are available on our website at brunswick.com. During our presentation today, we are using certain non-GAAP financial information. Reconciliations of GAAP to non-GAAP financial measures are provided in this presentation, as well as in the Supplemental Information Sections of the consolidated financial statements accompanying today's release. I would also like to remind you that as a result of our announced intention to sell the Hatteras and CABO businesses, the results of Hatteras and CABO continue to be reported as discontinued operations for all periods presented. The figures in this presentation reflect continuing operations only, unless otherwise noted. I would now like to turn the call over to Dusty McCoy.

Thanks, Bruce. Good morning, everyone. I'll start the day with an overview of our first quarter results. Revenue in the quarter increased 4% and was led by growth in outboard marine products, marine parts and accessories and fitness equipment, partially offset by declines in fiberglass, sterndrive inboard products and in our bowling businesses. Gross margin increased by 150 basis points, mainly due to reduction activities and improved operating efficiencies, including a solid improvement in the Engine segment, which also benefited from the absence of last year's sterndrive production inefficiencies and continued growth in demand for outboards in the 75- to 150-horsepower range. Operating expenses increased by 2%. If we exclude a $5.5 million gain on sale of real estate, which was included in our initial guidance, operating expenses would have been up 6%. Research and development expenses were up 13% as we continue to invest in programs that support our numerous growth initiatives. Adjusted operating earnings increased by 26% versus last year. Continuing down the P&L. Net interest expense excluding debt extinguishment losses was reduced by $3.1 million, and a lower effective tax rate also improved our adjusted net earnings by almost $3 million. Diluted EPS as adjusted increased by 46%. As a result of our solid first quarter performance in abnormal market conditions and a lower-than-expected tax rate, we're increasing our estimated 2013 diluted earnings per share as adjusted to a range of $2.30 to $2.50 per share. As I mentioned, sales in the quarter grew by 4%. Solid top line improvement was experienced in our Marine Engine and Fitness segments. This growth was partially offset by declines in our Boat and Bowling segments. From a geographic perspective, consolidated U.S. sales increased by 7%. Sales to Europe declined by 4%, and Rest of the World revenues were flat versus…

Thank you, Dusty. Let me start with a discussion on our debt outstanding, which at the end of Q1 was $570 million, representing a $261 million reduction over the last 2-plus years. Reducing outstanding debt continues to be a priority for the company, with targeted debt reductions of $100 million to $125 million planned for the year. Our plan contemplates the retirement of our 2016 bonds, thereby eliminating the 11 1/4% coupon from our debt portfolio. This retirement would be funded using the combination of cash and proceeds from a new debt offering and will substantially complete our planned debt reductions. Net interest expense, which includes interest expense and interest income, was $14 million in the quarter, a decrease of $3.1 million versus the same period in 2012. The reduction was a result of lower debt balances. For 2013, we expect net interest expense to be reduced by $13 million to $17 million, excluding anticipated debt extinguishment losses of $25 million to $30 million. The exact timing of debt retirement is one of the factors that will determine where we fall within these ranges. Please note, since our guidance is on an as adjusted basis, the exact amount of the extinguishment loss will not affect our EPS guidance range. Foreign currency had a minimal impact on sales and operating earnings comparisons for the quarter, reflecting a mix of favorable and unfavorable exchange rate movements and including the impact of hedging activity. For full year 2013 versus 2012 comparison, we currently estimate that exchange rates will have a minimal impact on sales and a positive impact on operating earnings. This assumes that rates remain in line with current levels for the remainder of the year. Our tax provision for the first quarter was $21.9 million on a GAAP basis. This included…

Thanks, Bill. I'm going to conclude by talking about our outlook for the remainder of this year. We continue to plan for global marine markets to unfold consistent with our initial planning assumptions, which reflect a global economic conditions that are generally comparable to 2012, with weakness continuing in Europe. First quarter U.S. Marine sale demand was below our expectations. Clearly, weather conditions in important boating markets played a significant role in depressing demand. Because of the significance of weather on demand, it remains unclear to us whether demand is also being impacted by consumers pulling back slightly as they absorb higher payroll and other taxes and other factors, which weaken consumer confidence in spending. We believe these non-weather factors are having a modest negative effect. We expect in the remainder of 2013 to continue to experience an uneven recovery in the U.S. powerboat market, with our outboard boat and engine products, along with our global parts and accessories businesses, generating growth. We continue to believe that weak market conditions will put pressure on the large fiberglass boat category, which will affect both fiberglass boat and sterndrive engine production and sales. Positive health and wellness trends, combined with exciting new products, have positioned our Fitness business to deliver excellent results again in 2013. And our Bowling business should further leverage its competitive advantages, with improving sales expense expected in the second half of the year. So as we look at the top line, we continue to target 3% to 5% growth in overall revenue in 2013. Our current plan also reflects a modest improvement in gross margin levels, as the strong increase we experienced in the first quarter is expected to moderate over the remainder of the year. As you may recall, the company's strong gross margin improvement in 2012…

[Operator Instructions] First question we have comes from the line of Ed Aaron of RBC Capital Markets.

Just wanted to start on retail. I think you said your global retail sales were down 1%, which is quite a bit better than where the U.S. market shaped out for the quarter. Should we interpret from that, that you had some nice share gains in the U.S., or did the growth rate -- was the growth rate helped by just better growth in international markets? And if it is more of a share dynamic, maybe you could elaborate on what segments you might be gaining some share in.

Good question. Both -- the answer is, both those contributed, and our share gain is occurring in our aluminum outboard-based business and our outboard fiberglass business.

Okay. And then as a follow up on the sum of gross margins, you came in quite a bit better than, I think, most were expecting for the quarter. I understand that the absence of the sterndrive issue was a nice piece of that. Could you maybe quantify how much of it came from that particular factor? Because it seems like that wouldn't have accounted for the majority of it. In which case, it's a little bit hard to understand why you might not be able to get some continued gross margin expansion as the year unfolds from here.

Well, about 1/3 of the increase in the first quarter, Ed, came from the absence of the inefficiencies that we had in the first quarter of last year. Then as we look forward to the remainder of the year, I might let Bill walk you through what we're seeing on gross margins, if that's okay.

And maybe I'll touch on factors that affected this year. First, Ed, I'd like to point out that this is really the fourth straight quarter where we've had significant year-over-year gross margin improvement. And as you look out through the remainder of the year, I think the comps get to be a little bit more difficult. Some of the other factors that affected Q1 -- we continue to get some tailwinds from a richer mix of engine products being sold. The growth in the 75- to 150-horsepower category continues to be something where we see a benefit, and we really started to see that take hold kind of in Q2 last year and especially during the second half of the year. Boat sales are a factor, where we probably got a little bit of the headwind. The mix change between selling higher margin large boats and smaller margin aluminum and fiberglass boats -- outboard boats has been a headwind for us in Q1, and it'll be something we expect to see until our pipeline reductions are completed. And then in the Fitness business, we've seen the margins in that business starting to flatten, which we've talked about. As the competitive environment gets to be a little bit more difficult, we see that stuff occur -- that margins are starting to flatten.

Next question comes from the line of James Hardiman of Longbow Research.

A couple of clarification questions. Certainly, when you look at things from a segment perspective, the big beat here was on the Engine side. Fitness also did really well. Can you just clarify the couple items that were in both of those numbers? I think you said you there was a $5.5 million gain on sale of real estate. Was that a gross number, a net number? And then, could you help us quantify the insurance settlement? Was that meaningful on the Fitness side?

The $5.5 million is a net number for the gain.

And the Fitness insurance was slightly over $1 million.

$1 million, okay. And then I guess separately on the guide, basically, at the midpoint of your guidance, I think it's up maybe $0.07, $0.075. It seems like the entirety of that is taxes, right? I mean, you lowered your adjusted tax rate, I get to about a $0.09 benefit from that alone. I guess, if you were to boil down what's changed, and it sounds like there's about 50 things that have changed, what are the big items that have gotten better since the last time we spoke, and what are the items that have gotten worse? Because I think we see a pretty big first quarter beat, and yet, excluding taxes, the guidance is largely unchanged.

We'll, first, your arithmetic is actually right. And we -- I, frankly, expected, James, questions along the line that you're laying out here, "well, why didn't you raise it for [ph]?" It's not -- this is not to say, in the way we raise the guidance range, that we're not really confident about the year. But what we're frankly doing is we're very early in the retail season for -- in our Marine business, and it has been delayed by weather. And we wanted to give ourselves room to take a turn here through this second quarter and begin to get a good view about what's going to go on at retail, if retail begins to come back and it begins to meet, on an annual basis, the levels we've been thinking. We feel really good about our year. But we just need to let that develop here in the second quarter, and then we'll take a look and see what we ought to say.

Your next question comes from the line of Tim Conder of Wells Fargo Securities.

A couple of things here, and I apologize, I got on a tad late in the call. The retail, any commentary on what you've seen in April here? If you can give some additional color there. And then also on the gross margin question, the boat mix, Bill, if you could go over that and a little bit more detail, you're -- it seems like in the first quarter, you had called out before that you're lowering your shipments because of some of the new products coming in the second quarter that will be shipped in the second quarter. So -- and maybe it's just some nuances between that and understandable with the aluminum boat, so just a little more color on that would be helpful, sir.

I'll do April retail first, and then I'll provide one comment on gross margin and let Bill, who's a lot smarter than me, handle the rest of it. April retail is pretty interesting. We've always said we didn't like to talk about the weather because there's weather every day, but we continue to talk about the weather here. Several of us were just up in Minnesota for a visitors review last week, and it was snowing in April. Having said that, though, as we look at our liquidations through our BAC business, we're seeing a nice pickup in April. So we're just going to have to let all these unfold, Tim. And again, looking at weather, even here in the Chicago area, the forecast for next week's a heck of a lot better than we've experienced this week. So again, our view is that this is primarily weather-related, and as we've surveyed dealers, a lot of dealers have a lot of sold boats sitting on their showroom floors waiting for better weather to deliver. So we're not depressed by this; it's just a fact, and time's going to tell. But we're not overly pessimistic about what's going to happen. On this gross margin question, the first thing I would say is, when we talk about new product coming, Tim, I don't think we've promised second quarter. We just said for the year, we need to get the pipeline positioned for a bunch of new product coming, and there's a lot coming in our larger fiberglass business, but we've not really timed it around the second quarter. And I don't really want to get into timing because I don't want to give away competitive information.

I think the only thing I'd add to that would be that Q2 was probably a tougher period year-over-year comparisons for big boats than Q1 was.

Okay, okay. But I mean, if you're -- okay, okay. I'll -- and then the small boats, though, as that picks up -- I mean, your most probable boats are your midsize boats, and as that would pick up, you would think that the gross margins would get better when you start shipping some of that. So again, back to the gross margin, could the guidance at this point be conservative?

I think, Tim, again, our planning assumption is that -- what you call midsize boats, let's kind of define it for the rest of our audience, it's sort of -- it would be midsized fiberglass boats which are, say, 28 feet up to 40 feet. And you're right, that's a very profitable segment for us. But our plan, Tim, is to continue to take pipeline down in the second quarter for that product.

Next question comes from the line of Jimmy Baker from B. Riley and Company.

The SSI data showed some significant strength in fiberglass inboard and sterndrive product over 30 feet in length in the month of March. It seems like that's continuing here in April. So I guess, just in the context of your pipeline reduction initiatives, are you concerned at all that if we do have a big release of deferred demand later in the selling season that your dealers might actually be caught a little to lean?

Not concerned, as we look at the levels of what we think we could produce, Jimmy, but you're right. It's something we need to keep an eye on. And frankly, if it happens, we got a really high-class problem and we'll scramble and find a way to meet demand.

Okay. And then maybe you could just characterize your fiberglass, sterndrive and inboard pipeline inventory relative to the industry, maybe both in terms of weeks on hand and then age?

I don't know that we have a good industry weeks on hand or aging, frankly. We have views that, say, as we look at our BAC business, that we're comparable to slightly better than the rest of the industry, but, Jimmy, we don't have hard data. I wouldn't be able to promise you with hard data that that was true.

Okay. Last one from me, and then I'll pass it off. A really strong quarter here for Mercury, as mentioned. I'm just hoping maybe you could speak to outboard engine market share trends here early in the season, and if you're seeing any increased competitive activity from the Japanese given that the yen and, I guess, the relative attractiveness of the North American market for them?

Sure. Share, we're comfortable with where we are and that we'll maintain throughout this year the share growth that we've experienced that really began around the tsunami. And what was the second part of that? I apologize.

Just if you're seeing any increased continued activity...

Oh, ok -- pricing. No, we haven't. And our Japanese competitors are great and smart competitors, and this could be a time for them to take some margin. And I should always clarify, we buy a lot of engines out of Japan through our TMC joint venture, and that's for 30-horsepower and below. And of course, we're seeing a benefit from that. But we're not really changing our pricing either.

Next question is from the line of Mike Swartz from SunTrust.

I just wanted to touch on some of the commentary around maybe investment spending. It sounds like versus your prior goalpost that some of the operational expenses aren't moving higher to the balance of the year, and it does sound like CapEx is closer to the top end of the range that you gave before. So maybe you can provide some more commentary around maybe where the incremental spending is going, and if you're pulling any of that -- any of those investments forward from 2014.

Let's see if this helps. First, is the increase in operating expenses because we've guided now, think of '13 as operating expenses being on a percentage basis same as '12. And then if you do the arithmetic, pick a number, but that's -- I'm just going to pick a number, $40 million. As we look at then how we're spending that additional amount, well more than half of that, Mike, is all growth driven. And it's in R&D. It's in sales and marketing, and it is in some IT infrastructure that we'll need in order to support all that growth. As we go over to the CapEx spending that were beginning at that range, and I think we're saying it's around 4%; 75% of our CapEx spending is to support growth, and that's a significant number. So we're very happy with our ability to maintain all of our facilities, et cetera, but we're really spending a significant amount in order to promote growth in the future. And none of that, Mike, is a pull-forward from '14. It's all consistent with our plan. And as we've talked about now coming up on a couple of years about all of our growth initiatives, and we're just out executing against that everyday.

Okay, great. And then just to touch on the Fitness business. I know that in the fourth quarter, the Fitness business was a little softer than expected, and your thoughts at the time where you said that some orders may have been delayed or deferred into the first quarter. Did you see any of that pick up in the quarter, or is that something that we should expect maybe later in the year?

Here's what went on in the Fitness business. This business is now split almost equally between outside the United States and inside the United States. And as the way that we account for sales, a lot of the sales that we've done in the past to government buyers has been on a unit basis down 50%. So then as we look -- and that happened in the fourth quarter. Frankly, that's continuing unabated in the first quarter in light of all the restrictions on spending sequestered to government. So the way that, that quarter shaped up, and it's really unique versus all of our businesses, we got 1% growth in the U.S. even after making up for loss of 50% of units to government sales. And we had 11% growth outside the U.S., which was just magnificent. So that business -- our guys there are really in tune with the market. We got a lot of great products coming. I've got to be with our team in Europe 2 weeks ago at the large European show. I really like the way the business is positioned. I know what product's coming to the market, and I think it's going to do really well compared to the competition. So that's a place we're comfortable, push the guys to keep the new product coming. We'll let them spend in operating expenses because a lot of what they do is not so much capital-intensive as it's R&D intensive. So we're encouraging the ramp up and get it done and keep the new products coming.

Next question comes from the line of Rommel Dionisio of Wedbush Securities.

We certainly see the numbers in aggregate for the divisions. But I wonder, Dusty, if you could just comment on some of the new boat products introductions that you have here for 2013, especially Sea Ray and Bayliner. I know Sea Ray had a new 5 -- 51 or 510 and Bayliner had some new designs as well. So I wonder if you can just comment on the initial reception at the dealer and consumer level there.

Yes. And thank you for the question because it always gives me the opportunity to pontificate about what a great job our boat guys are doing. As you know, you follow us closely, down in Miami, there were 4 boat categories for innovative products, and our products won 3 of them. And in one of the categories, we were both 1 and 2. And the sales of those products continue to be very strong. The 510 which you mentioned is clearly our star right now, above 50 feet. We've got a lot of product coming above that size range. And frankly, that's one of the reasons we're working hard to position our pipeline in order to receive all that at the appropriate time. On some of the specifics, the Bayliner Element, all-new styling, a new ride, it feels different when you're on it, a very low price, is a real hit. And it reminds me almost back to 2002 when we took the first Bayliners to Mexico and came out with a very important price point of boat; we're getting the same sort of reception here. Our Boston Whaler center consoles or side consoles -- I'm sorry, walk-throughs are doing well. They won an award in Miami. So as I look at our whole product lineup, new products, our product folks are really hitting it. I think we probably had a low, as we went through the downturn, cut back on spending for our new product. Our guys have done a great job of gearing up. Our design people are better now than they've ever been. And we're really confident about what we've got coming. And we're spending a lot of money to get it there. So it's got to hit, but our team knows that, and they're staying on the path.

Next question comes from the line of Craig Kennison of Robert W. Baird. Craig R. Kennison - Robert W. Baird & Co. Incorporated, Research Division: I wanted to follow up on an earlier question regarding market share for Mercury. I know one of your hopes was to begin to gain share in the saltwater market, where you're relatively underpenetrated. Maybe just tell us how you've made progress against that goal, and what's driving it.

First, Craig, thanks for the question. A little early to tell. Boston Whaler's 100% Mercury, it's doing a nice job of gaining shares, so of course, we're getting that pull-through. That's a part of the market, even in this difficult weather-driven retail first quarter, that improved. So my statement at this point in time is that we're getting slight market share gain, but now we need to let all the programs we've put in place evolve into the selling season, and I'll be able to give you a better view at the end of the third quarter, Craig. Craig R. Kennison - Robert W. Baird & Co. Incorporated, Research Division: And then, Dusty, I know you've -- you monitor the used boat market as an indicator for new demand. What are you seeing in that market, and how are prices in the used market trending?

Really nothing different than we've been talking about now for several quarters. If there's a good used boat, it gets sold quickly or gets bought quickly. The real problem that the whole network is having and continues to have is finding those great used boats. I think a lot of people are hanging on their boats and continuing the boat. And we've seen no real change in used boat pricing, which -- to put us back on the same page says that used boat pricing has fallen back into the normal relationship between new and used, and that was something that, of course, got really out of line in 2008, '09 and a good part of '10.

Your next question comes from the line of James Hardiman of Longbow.

Just real quick, Dusty. Did you say we were back to historical levels in terms of the new versus used? I'm assuming there's still plenty of room to get there, or did I hear that wrong?

We said -- I said on the relationship between new and used.

On price relationship.

Thank you, Bill. Thank you.

Oh, I'm sorry. But we're far from there in terms of the mix at this point.

Oh, yes.

That's correct.

I'm sorry, I was inarticulate.

In terms of the inventories, you talked specifically with aluminum boats the retail was a little bit worse than what you thought. So wholesale was ahead of retail in the first quarter. And if retail sales stayed consistent with your expectations, those 2, wholesale and retail, are basically going to be flat for the year. Is the point then that over the course of -- the remaining course of the year, a -- aluminum boats obviously have to accelerate, but is wholesale then going to be less than retail for aluminum? And is that a safe assumption for the overall boat category?

Well, first, unit sales in our plan, what I've said, they would be -- wholesale would equal retail by the end of the year. But even though retail is behind, it does not mean we will not continue to produce over wholesale at the levels of our plan because our view is that retail will catch up. Secondly, this whole aluminum category presents a very interesting dichotomy for us. As hard as we go with the way the market has been improving, we never quite have the number of boats we want out there that we would like. And in fact, even though we had great market share gain in our aluminum brands, we feel last year toward the end of the summer, we lost a little share because we just couldn't get enough boats out there. So we're just -- get them made, get them into the dealer network, let's stay on our plan. And even if retail were not to be precisely where our plan was, we'll still make the boats and get them out there because we're going to need them. We just keep falling a little short.

Your next question comes from the line of Tim Conder of Wells Fargo.

Dusty, I wanted to circle back on the yen. Again, just to clarify, you said you have not seen any material pressures at this point from the Japanese using that as a competitive weapon. Is that -- just to clarify that.

That's correct.

Okay. And then secondly, at the Miami Boat Show, your being talked about, in some of the conversation on the side, about reminded us of the anti-dumping suit that Mercury brought back in the middle part of the last decade against the Japanese. Can you kind of talk about should you see the competitive pressure step up what you feel you may have options of revisiting that or not?

As long as I'm sitting in this chair, I can never imagine us doing that again. We just need to go win in the marketplace.

Okay, okay. Do you view that as a somewhat of a line in the sand, though, that the Japanese may see that as -- in the past as something they don't want to cross, though?

I have no idea what's in their heads, and I certainly have no view that they're dumping right now. My view is very much -- currencies are going to move. Over time, great competitors, and the Japanese are great competitors, do the right thing around price in their attempt to maintain margin over the long-term that they need in order to continue to reinvest in the business. My expectation is that will continue to happen with our Japanese competitors. And the yen-dollar relationship still has not hit anything like we've had to live with at various times. It has been $1.20. I haven't looked this morning, Tim, but it's around $0.99 or $1. Look, we can compete there. We're prepared to do so. And we look forward to the competition.

The next question comes from the line of Joe Yurman of 1221 Capital Management.

I want to address a comment, Dusty, that you made at a conference about a month ago, a sell side conference, it really took me back. And you were juxtaposing the difference in the Engine business and the Boat business kind of coming out of a downturn. And in describing the Boat business, it's a very down and dirty and ugly world, and the thing that really kind of stuck out of me is that the number of brands kind of go into the downturn is the number of coming out. So the barriers to continue to operate are pretty low. And you described them as zombies, and that they'll be stuck in the year, and it was just some really good color. But the thing I want to focus on is more -- our current composition in the Boat segment, 41% of our sales and a larger percent of our operating income is from the larger boats and the sterndrive and the inboard. When I look at these zombies and given these barriers to compete are as low as they appear to be. I guess, just a couple of questions. What's the probability that the way that these zombies are currently being financed kind of goes away if the environment just kind of more broadly speaking were to get worse? And I guess in a roundabout way, what I'm asking is, do you foresee the composition of the operating income of the Boat business ever moving away from the lion share coming from these larger boats?

No. Well first, let me focus on [indiscernible] just a moment on the small boats. We acquired those businesses in 2005 and right about the time the hurricane started and the aluminum market began to decline. Our aluminum business has completely restructured itself, completely changed its cost bases and right now, makes more money than our bigger sterndrive inboard boat brands do, and that's to be expected as we take down pipelines and reduce the production. So that's -- that is a good business, and it's structured to remain good now for a very long time because that part of the market's not recovered. It's been recovering better than fiberglass, but our guys are doing a really good job in those businesses. So that is a true structural change in our Boat business and a true long-term change in the profit producing activity of our Boat business. Now as we go to the larger fiberglass sterndrive inboard product, my view today is if we were producing wholesale equals retail, we'd be making money in that business. But right now, we've been very open in that we're reducing pipelines. We're wholesaling fairly significantly under retail, and that is all designed to position this business for future success. So yes, the industry dynamics are never going to change in my view. They're always going to be difficult, but our guys in the Boat business are making all of the adjustments they need in order to compete in the New World, whatever volumes have -- that potentially come to them. So as you've looked at the progression of earnings in our Boat business, we've said we'll be breakeven to a little better this year. And that's pretty darn remarkable in the sort of market that we're in. So it's not going to take a lot of volume for our guys to do really well. That part of the market will always be on a percentage basis more profitable, and with this sort of growth, it will always be on a dollar basis more profitable. But we've done a complete review, restructuring, repositioning of our Boat business, and we feel pretty confident that we're going to do well almost in any market conditions over time.

At this time, we'd like to turn the call back to Dusty McCoy for some concluding remarks.

I thank all who are on the call. We appreciate all the great questions we get and all the interest in our company. As we've said, we're satisfied with our first quarter. We've got our sleeves rolled up. We need now watch what's going to happen with the market in the second quarter, and we're prepared to do what we need to do in order to go forward. So thank you very much. And I look forward to seeing you around on roadshows, conferences or whatever. Goodbye.

Thank you for your participation in today's conference. This concludes the presentation. You may now disconnect. Have a good day.