6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR 15D-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of August, 2020

Commission File Number: 001-38648

BRP INC.

(Translation of registrant’s name into English)

726 Saint-Joseph Street

Valcourt, Quebec, Canada

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☐    Form 40-F  ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

EXHIBIT INDEX

Exhibit 99.2 to this report of a Foreign Private Issuer on Form 6-K is deemed filed for all purposes under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended.

Exhibit No.	Description
99.1	Press release of BRP Inc. on quarterly results, dated August 27, 2020
99.2	Code of Ethics

SIGNATURES

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

	BRP Inc.
By:	/s/ Sébastien Martel
Name:	Sébastien Martel
Title:	Chief Financial Officer

Date: August 27, 2020

EX-99.1

Exhibit 99.1

PRESS RELEASE For immediate distribution

BRP REPORTS FISCAL YEAR 2021 SECOND QUARTER RESULTS

Last July, BRP virtually launched the 2021 Can-Am Maverick X3 X rs Turbo RR with Smart-Shox Technology, the

industry’s first fully self-adjustable suspension ^© BRP 2020

Highlights for the quarter vs Q2 FY20:

• Revenues of $1,233.3 million, a decrease of $226.2 million or 15.5%;

• Powersports retail sales were up 40% in North America and were strong in all categories;

• Net income of $126.1 million, an increase of $32.8 million, which resulted in a diluted earnings per share of $1.43, an increase of $0.47 per share;

• Normalized net income^[1] of $100.9 million, an increase of $32.1 million, which resulted in a normalized diluted earnings per share^[1] of $1.14, an increase of $0.43 per share or 60.6%;

• Normalized EBITDA^[1] of $214.3 million representing 17.4% of revenues, an increase of $46.6 million or 27.8%;

• The Company is introducing financial guidance for FY21 with normalized EPS of $3.65 to $3.95.

In addition, during the three-month period ended July 31, 2020:

• Most of the Company’s powersports and marine manufacturing operations were temporarily suspended in April and May following worldwide government measures adopted in response to COVID-19, which limited our ability to wholesale units in the quarter.

^[1]See “Non-IFRS Measures” section of this press release.

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• The Company entered into an incremental U.S. $600.0 million tranche under its Term Facility maturing in May 2027 and exempt of financial covenants and into a € 75.0 million loan agreement under an Austrian government COVID-19 program.

• In May, the Company announced the realignment of its marine business by focusing on the growth of its boat brands and by winding down the Evinrude outboard engines production in its Sturtevant, Wisconsin, facility.

• The Company announced the increase of its manufacturing capacity with the construction of a new facility in Juárez, Mexico, to meet demand for its SSV business.

Valcourt, Quebec, August 27, 2020 – BRP Inc. (TSX:DOO; NASDAQ:DOOO) today reported its financial results for the three- and six-month periods ended July 31, 2020. All financial information is in Canadian dollars unless otherwise noted. The complete financial results are available at Sedar, as well as in the Quarterly Reports section of BRP’s website.

“We are very pleased with our results, which are better than we initially anticipated, and with the exceptionally high demand for our products throughout the quarter. We expect the momentum to continue, as we closely monitor the global situation”, said José Boisjoli, President and CEO at BRP.

“Current trends have expanded our consumer base, creating a surge in new entrants. Together with our dealer network, we will now aim to capitalize on this opportunity by converting them into lifelong customers. I would like to express my gratitude and admiration to all our partners and employees for their resilience, which has been and will continue to be critical to our business continuity,” concluded Boisjoli.

Highlights for the Three- and Six-Month Periods Ended July 31, 2020

Revenues decreased by $226.2 million, or 15.5%, to $1,233.3 million for the three-month period ended July 31, 2020, compared with $1,459.5 million for the corresponding period ended July 31, 2019. The revenue decrease was mainly due to a lower volume of Year-Round Products and Seasonal Products sold due to the temporary suspension of production, partially offset by a favourable foreign exchange rate variation of $13 million.

The Company’s North American retail sales for powersports vehicles and outboard engines increased by 38% for the three-month period ended July 31, 2020 compared with the three-month period ended July 31, 2019. The increase was driven by Year-Round Products and PWC.

Gross profit decreased by $79.4 million, or 24.2%, to $248.4 million for the three-month period ended July 31, 2020, compared with $327.8 million for the corresponding period ended July 31, 2019. The gross profit decrease includes a favourable foreign exchange rate variation of $4 million. Gross profit margin percentage decreased by 240 basis points to 20.1% from 22.5% for the three-month period ended July 31, 2019. The decrease of 240 basis points was primarily due to the costs related to the wind-down of the Evinrude outboard engines production, the under-absorption of fixed costs resulting from the temporary suspension of production and an unfavourable product mix. The decrease was partially offset by a positive pricing and sales programs variation due to the favourable retail environment.

Operating expenses decreased by $29.0 million, or 13.3%, to $188.9 million for the three-month period ended July 31, 2020, compared with $217.9 million for the three-month period ended July 31, 2019. This decrease was mainly attributable to cost reduction initiatives to mitigate the COVID-19 impact.

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Revenues decreased by $330.1 million, or 11.8%, to $2,463.1 million for the six-month period ended July 31, 2020, compared with $2,793.2 million for the corresponding period ended July 31, 2019. The revenue decrease was primarily attributable to a lower volume of Year-Round Products, Seasonal Products and Marine products sold due to the temporary suspension of production, partially offset by a favourable foreign exchange rate variation of $25 million.

The Company’s North American retail sales for powersports vehicles and outboard engines increased by 23% for the six-month period ended July 31, 2020 compared with the six-month period ended July 31, 2019, mainly due to an increase in SSV, ATV and PWC.

Gross profit decreased by $144.9 million, or 23.1%, to $483.5 million for the six-month period ended July 31, 2020, compared with $628.4 million for the corresponding period ended July 31, 2019. The gross profit decrease includes a favourable foreign exchange rate variation of $16 million. Gross profit margin percentage decreased by 290 basis points to 19.6% from 22.5% for the six-month period ended July 31, 2019. The decrease was primarily due to the costs related to the wind-down of the Evinrude outboard engines production and the under-absorption of fixed costs resulting from the temporary suspension of production. The decrease was partially offset by a positive pricing and sales programs variation due to the favourable retail environment.

Operating expenses increased by $121.8 million, or 28.4%, to $551.3 million for the six-month period ended July 31, 2020, compared with $429.5 million for the six-month period ended July 31, 2019. The increase was mainly attributable to the impairment charge recorded during the first quarter of Fiscal 2021 for the Marine segment and the restructuring costs for a total of $206.4 million, partially offset by cost reduction initiatives to mitigate the COVID-19 impact.

QUARTERLY REVIEW BY SEGMENT

Powersports

Year-Round Products

Revenues from Year-Round Products decreased by $113.4 million, or 15.4%, to $621.2 million for the three-month period ended July 31, 2020, compared with $734.6 million for the corresponding period ended July 31, 2019. The decrease was primarily attributable to a lower volume of products sold due to the temporary suspension of production. The decrease was partially offset by a favourable product mix in 3WV, lower sales programs due to a favourable retail environment and a favourable foreign exchange rate variation of $9 million.

North American Year-Round Products retail sales increased on a percentage basis in the low-sixties range compared with the three-month period ended July 31, 2019.

Seasonal Products

Revenues from Seasonal Products decreased by $105.8 million, or 24.7%, to $322.7 million for the three-month period ended July 31, 2020, compared with $428.5 million for the corresponding period ended July 31, 2019. The decrease was driven by a lower volume of products sold due to the temporary suspension of production and an unfavourable product mix in PWC, partially offset by lower sales programs in PWC due to favourable retail environment.

North American Seasonal Products retail sales increased on a percentage basis in the high-teens range compared with the three-month period ended July 31, 2019.

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Powersports PA&A and OEM Engines

Revenues from Powersports PA&A and OEM Engines increased by $35.1 million, or 20.2%, to $209.1 million for the three-month period ended July 31, 2020, compared with $174.0 million for the corresponding period ended July 31, 2019. The increase was mainly attributable to a higher volume of PA&A coming from strong unit retail sales and higher replacement parts revenue driven by an increased usage of products by consumers.

Marine

Revenues from the Marine segment decreased by $45.4 million, or 35.9%, to $81.0 million for the three-month period ended July 31, 2020, compared with $126.4 million for the corresponding period ended July 31, 2019. The decrease was mainly due to the wind-down of the Evinrude outboard engines production resulting in additional retail sales incentives and a lower volume of outboard engines sold. The decrease was partially offset by the additional revenues following the acquisition of Telwater Pty Ltd (“Telwater”) during Fiscal 2020.

North American outboard engine retail sales increased on a percentage basis in the low-teens range compared with the three-month period ended July 31, 2019. North American boat retail sales increased on a percentage basis by the mid-twenties range compared with the three-month period ended July 31, 2019.

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Fiscal Year 2021 Guidance

The table below sets forth BRP’s financial guidance for fiscal year 2021:

Financial Metric	FY20		FY21 Guidance[3] vs FY20
Revenues
Year-Round Products		$2,791.7	Flat to Down 4%
Seasonal Products		$1,901.4	Down 12% to 15%
Powersports PAC and OEM Engines		$799.8	Flat to Up 5%
Marine		$559.8	Down 25% to 30%
Total Company Revenues		$6,052.7	Down 5% to 9%
Normalized EBITDA[1]		$804.4	Flat to Up 5%
Effective Tax Rate[1][2]		26.1%	26.5%
Normalized Earnings per Share – Diluted[1]		$3.83	Down 5% to Up 3% ($3.65 to $3.95)
Net Income		370.6	$100M to $130M

Other guidance:

• Expecting ~$260M of Depreciation Expense compared to $231M in FY20, ~$105M of Net Financing Costs Adjusted compared to ~$89M in FY20 and ~89M shares

• Expecting Capital Expenditures of ~$275M to $300M in FY21 compared to $331M in FY20.

^[1] Please refer to “Non-IFRS Measures” section.

^[2] Effective tax rate based on Normalized Earnings before Normalized Income Tax.

^[3] Please refer to “Forward-Looking Statements” and “Key assumptions” sections for a summary of important risk factors underlying the FY21 guidance.

The above targets are based on a number of economic, market and operational assumptions the Company has made in preparing its Fiscal Year 2021 financial guidance, including assumptions regarding the performance of the economies in which it operates, foreign exchange currency fluctuations, market competition and tax laws applicable to its operations. The Company made a number of economic, market and operational assumptions in preparing and making certain forward-looking statements contained in this press release, including the following: reasonable industry growth ranging from flat to double digit; market share that will remain constant or moderately increase; no further deterioration and a relatively rapid stabilization of global and North American economic conditions, including with respect to the ongoing COVID-19 health crisis; any increase in interest rates will be modest; currencies will remain at near current levels; inflation will remain in line with central bank expectations in countries where the Company is doing business; the Company’s current margins excluding the impact of the wind-down of Evinrude outboard engines and COVID-19 will remain at current or improved levels; the supply base will remain able to support product development and planned production rates on commercially acceptable terms in a timely manner; there will be no significant changes in tax laws or free trade arrangements or treaties applicable to the Company; no trade barriers will be imposed amongst jurisdictions in which the Company carries operations; the absence of unusually adverse weather conditions, especially in peak seasons. BRP cautions that its assumptions may not materialize and that current economic conditions, including all of the current uncertainty resulting from the ongoing COVID-19 health crisis and its broader repercussions on the global economy, render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty. The outlook provided constitutes forward-looking statements within the meaning of applicable securities laws and should be read in conjunction with the “Caution Concerning Forward-Looking Statements” section.

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Net Income data

	Three-month periods ended						Six-month periods ended
(in millions of Canadian dollars)	July 31, 2020			July 31, 2019			July 31, 2020			July 31, 2019
Revenues by category
Powersports
Year-Round Products	$	621.2		$	734.6		$	1,261.5		$	1,361.6
Seasonal Products		322.7			428.5			645.3			803.9
Powersports PA&A and OEM Engines		209.0			173.7			366.3			358.7
Marine		80.4			122.7			190.0			269.0
Total Revenues		1,233.3			1,459.5			2,463.1			2,793.2
Cost of sales		984.9			1,131.7			1,979.6			2,164.8
Gross profit		248.4			327.8			483.5			628.4
As a percentage of revenues		20.1%			22.5%			19.6%			22.5%
Operating expenses
Selling and marketing		64.0			91.8			145.7			189.0
Research and development		46.9			55.9			97.4			113.4
General and administrative		53.7			65.9			98.7			118.1
Other operating expenses		18.6			4.3			32.4			9.0
Impairment charge		5.7			—			177.1			—
Total operating expenses		188.9			217.9			551.3			429.5
Operating income (loss)		59.5			109.9			(67.8	)		198.9
Net financing costs		27.7			20.4			50.7			40.3
Foreign exchange (gain) loss on long-term debt		(94.4	)		(25.3	)		(10.2	)		0.4
Income (loss) before income taxes		126.2			114.8			(108.3	)		158.2
Income tax expense (recovery)		0.1			21.5			(8.3	)		41.1
Net income (loss)	$	126.1		$	93.3		$	(100.0	)	$	117.1
Attributable to shareholders	$	126.3		$	93.4		$	(99.7	)	$	117.4
Attributable to non-controlling interest	$	(0.2	)	$	(0.1	)	$	(0.3	)	$	(0.3	)
Normalized EBITDA [1]	$	214.3		$	167.7		$	337.3		$	314.4
Normalized net income [1]	$	100.9		$	68.8		$	123.6		$	121.5

^[1]  See “Non-IFRS Measures” section.

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Conference Call and Webcast Presentation

Today at 9 a.m. EST, BRP Inc. will host a conference call and webcast to discuss its FY21 second quarter results. The call will be hosted by José Boisjoli, President and CEO, and Sébastien Martel, CFO. To listen to the conference call by phone (event number 4334332), please dial 514-392-0235 or 1-800-564-3880 (toll-free in North America). Click here for international dial-in numbers.

The Company’s second quarter FY21 MD&A, financial statements and webcast presentation will be posted in the Quarterly Reports section of BRP’s website.

About BRP

We are a global leader in the world of powersports vehicles, propulsion systems and boats built on over 75 years of ingenuity and intensive consumer focus. Our portfolio of industry-leading and distinctive products includes Ski-Doo and Lynx snowmobiles, Sea-Doo watercraft, Can-Am on- and off-road vehicles, Alumacraft, Manitou, Quintrex, Stacer and Savage boats, Evinrude and Rotax marine propulsion systems as well as Rotax engines for karts, motorcycles and recreational aircraft. We complete our lines of products with a dedicated parts, accessories and apparel business to fully enhance the riding experience. With annual sales of CA$6.1 billion from over 120 countries, our global workforce is made up of approximately 12,600 driven, resourceful people.

www.brp.com

@BRPNews

Ski-Doo, Lynx, Sea-Doo, Can-Am, Rotax, Alumacraft, Manitou, Quintrex, Stacer, Savage, Evinrude and the BRP logo are trademarks of Bombardier Recreational Products Inc. or its affiliates. All other trademarks are the property of their respective owners.

CAUTION CONCERNING FORWARD-LOOKING STATEMENTS

Certain statements in this press release, including, but not limited to, statements relating to our Fiscal Year 2021 financial outlook and related assumptions of the Company (including revenues, Normalized EBITDA, Effective Tax Rate, Normalized earnings per share, net income, depreciation expense, net financing costs adjusted and capital expenditures), statements relating to the plan to build a new production facility in Mexico, the Company’s ability to achieve its Fiscal Year 2021 guidance, statements about the Company’s current and future plans, including with respect to its marine strategy, its ability to address the COVID-19 pandemic and other statements about the Company’s prospects, expectations, anticipations, estimates and intentions, results, levels of activity, performance, objectives, targets, goals or achievements, priorities and strategies, financial position, market position, capabilities, competitive strengths, beliefs, the prospects and trends of the industries in which the Company operates, the expected growth in demand for products and services in the markets in which the Company competes, research and product development activities, including projected design, characteristics, capacity or performance of future products and their expected scheduled entry to market expected financial requirements and the availability of capital resources and liquidities or any other future events or developments and other statements that are not historical facts constitute forward-looking statements within the meaning of Canadian and United States securities laws. The words “may”, “will”, “would”, “should”, “could”, “expects”, “forecasts”, “plans”, “intends”, “trends”, “indications”, “anticipates”, “believes”, “estimates”, “outlook”, “predicts”, “projects”, “likely” or “potential” or the negative or other variations of these words or other comparable words or phrases, are intended to identify forward-looking statements.

Forward-looking statements are presented for the purpose of assisting readers in understanding certain key elements of the Company’s current objectives, goals, targets, strategic priorities, expectations and plans, and in obtaining a better understanding of the Company’s business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other purposes; readers should not place undue reliance on forward-looking statements contained herein.

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Forward-looking statements, by their very nature, involve inherent risks and uncertainties and are based on a number of assumptions, both general and specific, made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances, but there can be no assurance that such estimates and assumptions will prove to be correct or that the Company’s business guidance, objectives, plans and strategic priorities will be achieved.

Many factors could cause the Company’s actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, the following factors, which are discussed in greater detail under the heading “Risk Factors” of its Annual Information Form: the impact of adverse economic conditions such as those resulting from the ongoing COVID-19 health crisis (including on consumer spending, the Company’s operations and supply and distribution chains, the availability of credit and the Company’s workforce); any decline in social acceptability of the Company’s products; fluctuations in foreign currency exchange rates; high levels of indebtedness; any unavailability of additional capital; unfavourable weather conditions; seasonal sales fluctuations; any inability to comply with product safety, health, environmental and noise pollution laws; the Company’s large fixed cost base; any inability of dealers and distributors to secure adequate access to capital; any supply problems, termination or interruption of supply arrangements or increases in the cost of materials; the Company’s competition in product lines; the Company’s inability to successfully execute its growth strategy; the Company’s international sales and operations; any failure of information technology systems or security breach; any failure to maintain an effective system of internal control over financial reporting and to produce accurate and timely financial statements; any loss of members of the Company’s management team or employees who possess specialized market knowledge and technical skills; any inability to maintain and enhance the Company’s reputation and brands; any significant product liability claim; any significant product repair and/or replacement due to product warranty claims or product recalls; the Company’s reliance on a network of independent dealers and distributors; the Company’s inability to successfully manage inventory levels; any intellectual property infringement and litigation; the Company’s inability to successfully execute its manufacturing strategy; increased freight and shipping costs or disruptions in transportation and shipping infrastructure; any failure to comply with covenants in financing and other material agreements; any changes in tax laws and unanticipated tax liabilities; any impairment in the carrying value of goodwill and trademarks; any deterioration in relationships with employees; pension plan liabilities; natural disasters; any failure to carry proper insurance coverage; volatility in the market price for BRP’s subordinate voting shares; the Company’s conduct of business through subsidiaries; the significant influence by Beaudier Inc. and 4338618 Canada Inc. (together the “Beaudier Group”) and Bain Capital Luxembourg Investments S. à r. l. (“Bain Capital”); and future sales of BRP’s shares by Beaudier Group, Bain Capital, directors, officers or senior management of the Company. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully.

Unless otherwise stated, the forward-looking statements contained in this press release are made as of the date of this press release and the Company has no intention and undertakes no obligation to update or revise any forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities regulations. In the event that the Company does update any forward-looking statements contained in this press release, no inference should be made that the Company will make additional updates with respect to that statement, related matters or any other forward-looking statement. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

KEY ASSUMPTIONS

The Company made a number of economic, market and operational assumptions in preparing and making certain forward-looking statements contained in this press release, including the following: reasonable industry growth ranging from flat to double digit; market share that will remain constant or moderately increase; no further deterioration and a relatively rapid stabilization of global and North American economic conditions, including with respect to the ongoing COVID-19 health crisis; any increase in interest rates will be modest; currencies will remain at near current levels; inflation will remain in line with central bank expectations in countries where the Company is doing business; the Company’s current margins excluding the impact of the wind-down of Evinrude outboard engines and COVID-19 will remain at current or improved levels; the supply base will remain able to support product development and planned production rates on commercially acceptable terms in a timely manner; there will be no significant changes in tax laws or free trade arrangements or treaties applicable to the Company; no trade barriers will be imposed amongst jurisdictions in which the Company carries operations; the absence of unusually adverse weather conditions, especially in peak seasons. BRP cautions that its assumptions may not materialize and that current economic conditions, including all of the current uncertainty resulting from the ongoing COVID-19 health crisis and its broader repercussions on the global economy, render such assumptions, although believed reasonable at the time they were made, subject to greater uncertainty.

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NON-IFRS MEASURES

This press release makes reference to certain non-IFRS measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. The Company uses non-IFRS measures including Normalized EBITDA, Normalized net income, Normalized income tax expense, Normalized effective tax rate, Normalized basic earnings per share and Normalized diluted earnings per share.

Normalized EBITDA is provided to assist investors in determining the financial performance of the Company’s operating activities on a consistent basis by excluding certain non-cash elements such as depreciation expense, impairment charge, foreign exchange gain or loss on the Company’s long-term debt denominated in U.S. dollars and foreign exchange gain or loss on certain of the Company’s lease liabilities. Other elements, such as restructuring costs, loss on litigation and acquisition-related costs, may also be excluded from net income in the determination of Normalized EBITDA as they are considered not being reflective of the operational performance of the Company. Normalized net income, Normalized income tax expense, Normalized effective tax rate, Normalized basic earnings per share and Normalized diluted earnings per share, in addition to the financial performance of operating activities, take into account the impact of investing activities, financing activities and income taxes on the Company’s financial results.

The Company believes non-IFRS measures are important supplemental measures of financial performance because they eliminate items that have less bearing on the Company’s financial performance and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS measures. The Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of companies, many of which present similar metrics when reporting their results. Management also uses non-IFRS measures in order to facilitate financial performance comparisons from period to period, prepare annual operating budgets, assess the Company’s ability to meet its future debt service, capital expenditure and working capital requirements and also as a component in the determination of the short-term incentive compensation for the Company’s employees. Because other companies may calculate these non-IFRS measures differently than the Company does, these metrics are not comparable to similarly titled measures reported by other companies.

Normalized EBITDA is defined as net income before financing costs, financing income, income tax expense (recovery), depreciation expense and normalized elements. Normalized net income is defined as net income before normalized elements adjusted to reflect the tax effect on these elements. Normalized income tax expense is defined as income tax expense adjusted to reflect the tax effect on normalized elements and to normalize specific tax elements. Normalized effective tax rate is based on Normalized net income before Normalized income tax expense. Normalized earnings per share – basic and Normalized earnings per share – diluted are calculated respectively by dividing the Normalized net income by the weighted average number of shares – basic and the weighted average number of shares – diluted. The Company refers the reader to the “Reconciliation Tables” section of this press release for the reconciliations of Normalized EBITDA and Normalized net income presented by the Company to the most directly comparable IFRS measure.

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Reconciliation Tables

The following table presents the reconciliation of Net income to Normalized net income^[1] and Normalized EBITDA^[1].

	Three-month periods ended						Six-month periods ended
(in millions of Canadian dollars)	July 31, 2020			July 31, 2019			July 31, 2020			July 31, 2019
Net income (loss)	$	126.1		$	93.3		$	(100.0	)	$	117.1
Normalized elements
Foreign exchange (gain) loss on long-term debt and lease liabilities		(97.8	)		(27.2	)		(9.0	)		0.4
Transaction costs and other related expenses [2]		0.4			1.4			0.9			1.7
Restructuring and related costs [3]		1.8			1.9			7.5			1.9
Impairment charge [4]		5.7			—			177.1			—
Loss on litigation		—			0.2			—			0.4
Transaction costs on long-term debt		—			—			12.7			—
Evinrude outboard engine wind-down [5]		80.6			—			80.6			—
COVID-19 pandemic impact [6]		5.4			—			9.6			—
Gain on NCIB		—			—			(12.2	)		—
Depreciation of intangible assets related to business combinations		1.0			0.6			2.1			1.3
Other elements		—			(0.5	)		—			—
Income tax adjustment		(22.3	)		(0.9	)		(45.7	)		(1.3	)
Normalized net income [1]		100.9			68.8			123.6			121.5
Normalized income tax expense [1]		22.4			22.4			37.4			42.4
Financing costs adjusted [1] [7]		28.8			21.2			53.1			41.9
Financing income adjusted [1] [7]		(1.1	)		(0.8	)		(2.9	)		(1.6	)
Depreciation expense adjusted [1] [8]		63.3			56.1			126.1			110.2
Normalized EBITDA [1]	$	214.3		$	167.7		$	337.3		$	314.4

^[1] See “Non-IFRS Measures” section.

^[2] Costs related to business combinations.

^[3] The Company is involved, from time to time, in restructuring and reorganization activities in order to gain flexibility and improve efficiency. The costs related to these activities are mainly composed of severance costs and retention salaries.

^[4] During the six-month period ended July 31, 2020, the Company recorded an impairment charge of $177.1 million related to its Marine segment.

^[5] During the three-month period ended July 31, 2020, the Company incurred costs related to the wind-down of the outboard engine production such as, but not limited to, retail sales incentives and other exit costs.

^[6] Incremental costs associated with the COVID-19 pandemic such as, but not limited to, labor cost related to furloughs.

^[7] Adjusted for transaction costs on long-term debt and normal course issuer bid program (“NCIB”) gains and losses in net income.

^[8] Adjusted for depreciation of intangible assets acquired through business combinations.

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For media enquiries:   Elaine Arsenault Senior Advisor, Media Relations Tel.: 514.238.3615 media@brp.com For investor relations:   Philippe Deschênes Investor Relations Tel.: 450.532.6462 philippe.deschenes@brp.com

EX-99.2

Exhibit 99.2

To All Employees

WHY DOES BRP INC. HAVE A CODE OF ETHICS?

BRP Inc. (the “Company”) is a legal entity that by necessity acts through its directors, officers, employees and representatives, which number in the thousands. Each of you has a personal ethical code. This is the Company’s personal ethical code. It states the principles of integrity and standards of ethical behavior that we expect from each of its directors, officers, employees and representatives.

A personal ethical code is different from a commitment to follow the law or a list of do’s and don’ts. A personal ethical code guides you when the law is not clear or when there is no law. This Code of Ethics is the Company’s written announcement of the behaviors it expects of its employees and the principles it expects its employees to promote when they act for or are associated with the Company.

This Company was founded more than sixty years ago and will be around for generations to come. Each of us is a trustee of its assets and brands, with an obligation to deliver them intact to the next generation of employees, customers, suppliers, shareholders, and communities.

One of the Company’s most important assets is its reputation. We have seen in recent years that a small number of unethical employees can lead to the destruction of an entire company, the loss of thousands of jobs, and cast a cloud over its employees, just by ruining its reputation. We think that when we hired you, you shared with us the principles you see in this Code of Ethics. Live by them, and demand that your colleagues live by them as well.

José Boisjoli

Chair of the Board of Directors, President and

Chief Executive Officer

CODE OF ETHICS

1. INTRODUCTION

The Board of Directors (the “Board”) of BRP Inc. (the “Company”) has determined that, the Company should formalize its commitment to conducting its business and affairs in accordance with high ethical standards by enacting this Code of Ethics (the “Code”).

2. GENERAL PRINCIPLES

The Company is committed to conducting its business and affairs with honesty, integrity and in accordance with high ethical and legal standards. This Code provides a set of ethical standards to guide each director, officer, employee and representative of the Company and its subsidiaries (referred to herein as “Employees”) in the conduct of their business and constitutes conditions of employment with the Company. This Code provides an overview of the Company’s expectations for its Employees and is supplemented by other current policies adopted by the Company and those other polices that may be adopted by the Company from time to time.

3. COMPLIANCE WITH LAWS

The Company expects its Employees to comply with all applicable laws, rules and regulations, including (but by no means limited to) those regarding labor and employment practices, privacy, human rights, consumer protection, advertising, environment, health and safety, financial disclosure, tax, securities, insider trading, stock exchange rules, competition and trade, political contributions, government contracting, corruption of public officials, and intellectual property. The Company will seek to comply with all applicable securities laws and regulations to ensure that material business information which is not generally available to the public (“inside information”) is disclosed in accordance with the law. This includes implementation of policies and procedures by the Company to protect against the improper use or disclosure of inside information, including improper trading of securities while in possession of inside information.

4. ETHICAL RELATIONSHIPS WITH OTHERS

Employees should treat their colleagues, the Company’s shareholders, customers, suppliers, competitors, the governments and the communities in which they operate fairly and respectfully, lawfully and ethically, with honesty and integrity, in a manner consistent with long-term relationships. Employees should do what they say they will do, when they say they will do it. Discrimination, harassment or the use of inappropriate language will not be tolerated. Additionally, the Company prohibits inappropriate or unwelcome conduct of a sexual nature, verbal, physical or visual, in the workplace. This Code is designed to promote integrity and to deter wrongdoing.

5. GOOD AMBASSADORSHIP

All Employees are ambassadors of the Company in both their business and personal lives. While the Company supports the freedom of the individual to pursue life in his or her own way outside of business hours, Employees are encouraged to act in a manner which upholds their good reputation and that of the Company. Employees shall represent the Company in a professional manner at all times. Neither the reputation nor the image of the Company shall be jeopardized at any time. The behavior of all Employees is seen to reflect that of the Company, so all actions must reflect the policies of the Company.

6. COMMUNICATIONS WITH MEDIA

The Company’s credibility and reputation in the community are vital to its business success. news media and investment community publicity can directly impact the Company’s reputation. It is the Company’s policy to provide timely, accurate and complete information in response to public requests (media, analysts, etc.), consistent with the Company’s obligations to maintain the confidentiality of competitive and proprietary information and to prevent selective disclosure of market-sensitive data. The Company has designated certain officials as spokespersons.    Only such designated spokespersons are authorized to disclose information about the Company in response to outside requests

7. CORRUPT PRACTICES

Employees cannot accept (or conduct) a bribe, kickback or facilitate direct payment to themselves. This includes giving or receiving cash, cash equivalents or anything of value that is provided in return for favorable action. This applies to transactions with a foreign or domestic government official, agent, associate, company or contractor.

8. ACCOUNTING AND DISCLOSURE PRACTICES

The Company prohibits the use of corporate funds or property for illegal, unethical or other improper purposes. The Company requires full, fair, accurate, timely and understandable recording and reporting of financial information in accordance with applicable accounting requirements. No undisclosed or unrecorded account or fund shall be established for any purpose. No false, misleading entries or improper accounting practices shall be made in the Company’s books or records for any reason.

No disbursement of Company funds or property shall be made without adequate supporting documentation and approvals.

No transaction or payment shall be made with the intention that the transaction or payment be other than as documented.

The Company’s public disclosures of business information and periodic reports and filings with government regulators shall be full, fair, accurate, timely, and understandable, with no material omissions.

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9. CORPORATE OPPORTUNITIES

The benefit of any business venture, opportunity or potential opportunity resulting from each Employee’s employment with the Company should not be appropriated for any improper personal advantage. As Employees a duty is owed to the Company to advance its legitimate interests when the opportunity to do so arises.

10. USE OF ASSETS FOR ILLEGAL OR UNETHICAL PURPOSES

The funds or assets of the Company shall never be used for any purpose that violates an applicable law or regulation. It is the Company’s policy to protect its assets and promote their efficient use for legitimate business purposes. This requires proper documentation (which is timely, accurate and complete) and appropriate use of discretion. The Company’s assets should not be wasted through carelessness or neglect nor appropriated for improper use. Proper discretion and restraint should always govern the personal use of the Company’s assets.

No money, goods or services shall be provided, directly or indirectly, to a person in a position of trust, such as a government or corporate official, to induce him to violate his duty or to obtain favorable treatment for the Company.

11. CONFLICTS OF INTERESTS¹

The Company’s best interests must be paramount in all of our dealings with customers, suppliers, competitors, existing and potential business partners and other representatives.

Employees should not have a personal interest –such as a financial investment in or ownership of a supplier, customer or competitor – that could conflict, or appear to conflict, with the discharge of their duties.

Employees should not be involved in employment or activities outside the Company which might reduce, or appear to reduce, their ability to give the Company impartial or disinterested service.

A conflict of interest exists where an Employee’s personal interests interfere with his or her ability to act in the best interests of the Company. Conflicts of interests may exist in any situation where your ability to act objectively, or in the best interests of the Company, are influenced. These include the receipt of improper material personal benefits by Employees or families and friends of Employees, as a result of such Employee’s position with the Company, including entering into any transaction or agreements in which such an Employee has a material interest.

Employees shall disclose to a member of the Human Resources or Legal departments:

• any personal interest or financial investment in a supplier, customer or competitor,

• all outside employment, and

¹  In this section of the Code, the word “Employees” includes members of an Employee’s family.

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• any other activities that might appear to reduce their ability to give the Company impartial service.

Members of the Board shall disclose any conflict of interest or potential conflict of interest to the entire Board as well as any committee of the Board on which they serve. A member of the Board who has a material personal interest in a matter before the Board or any committee of the Board on which he or she serves is required to disclose such interest as soon as the member of the Board becomes aware of it. In situations where a member of the Board has a material interest in a matter to be considered by the Board or a committee of the Board, such member of the Board may be required to absent himself or herself from the meeting while discussions, and voting, with respect to the matter taking place.

12. ACCEPTANCE OF GIFTS

Employees should not receive gifts, favors, meals or entertainment from current or potential Company suppliers or customers if these might improperly influence the Employee’s judgment, or even appear to do so. As a general guideline, an Employee may accept infrequent meals or entertainment which are not excessive, and for proper business purposes and not personal purposes or inexpensive gifts having a value of less than $100 so long as they do not create the appearance of impropriety. Loans or gifts of money are never acceptable. In some departments or business units, more restrictive standards concerning gifts, favors, meals or entertainment may apply. Employees must not accept any gift, favor, meal or entertainment that violates those standards.

13. EQUAL EMPLOYMENT OPPORTUNITY

The Company is committed to providing a work environment that enables all Employees to be recruited, and to pursue their careers, free from any form of unwarranted discrimination and commits to offer equal employment opportunities without regard to any distinctions based on age, gender, sexual orientation, disability, race, religion, citizenship, marital status, family situation, country of origin or other factors, in accordance with the laws and regulations of each country in which it does business.

14. CONFIDENTIAL INFORMATION

Information is a key asset of the Company. The Company’s information, written or oral, belongs to the Company. Employees shall keep secret and shall neither disclose to any third party nor use for non-Company purposes any information that the Company has designated as “Confidential.” This applies as well to the confidential information of any other person or entity with which the Company does business.

Confidential information includes employee and customer personal information, sales, financial information and strategies, marketing information and strategies, research and development activities.

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15. COMPETITION

The Company and Employees must never employ unethical or illegal practices to collect competitive intelligence. The Company must guard against price-fixing or arranged market segmentation and monopolistic behavior that aims to reduce competition.

16. HEALTH, SAFETY AND ENVIRONMENT

The Company considers the protection of health, safety, and environment a fundamental corporate social responsibility and a value that governs all of its activities. Employees should refer to the Company’s Health, Safety and Environment Policy for more details regarding their responsibilities in this area.

17. POLITICAL ACTIVITY

Employees may, subject to applicable laws, engage in legitimate political activity, as long as it is carried out on their own time and without using the Company’s property. Employees may seek election or other political office, but must notify their supervisor to discuss the impact that such involvement may have on the Employee’s duties. Employees may express their views on public or community issues of importance but it must be clear at all times that the views expressed are not those of the Company.

The Company and the Employees abide by all laws and regulations governing political contributions in every jurisdiction where the Company does business.

18. ALCOHOL AND DRUGS

The use of alcohol or legal drugs (prescribed or un-prescribed), or the use of any illegal drugs, may jeopardize job safety and/or performance, and is prohibited in the Company’s workplace. Employees shall not enter the workplace under the influence of alcohol or such drugs that may impair safety and/or performance.

The Company thus undertakes to maintain a workplace free of drugs and alcohol and to apply zero tolerance for this purpose.

19. COMMUNICATION OF THIS CODE

Copies of this Code are made available to all persons bound by it, either directly or by posting of the Code on the Company intranet site. This Code will also be made available on SEDAR at www.sedar.com. All persons or entities bound by the Code shall be informed whenever significant changes are made.

20. REPORTING SUSPECTED NON-COMPLIANCE

Employees who have information about non-compliant behavior of the Company or of any Employee under this Code or any government laws, rules or regulations should bring it to the attention of their supervisor or to the Senior Vice-President, General Counsel and Public Affairs, or submit an anonymous report as provided below. Information as to suspected improper accounting or auditing matters may also be reported anonymously to any member of the audit committee. Employees are required to come forward with any such information, without regard to the identity or position of the suspected offender. The Company will treat the information in a confidential manner and will seek to ensure that no acts of retribution or retaliation will be taken against anyone for making a good faith report.

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Because failure to report criminal activity can itself be understood to condone the crime, the Company emphasizes the importance of reporting. Failure to report knowledge of wrongdoing may result in disciplinary action against those who fail to report.

Information about known or suspected violations of this Code or of any governmental laws, rules, or regulations by any Employee should be reported promptly and may be reported to the Employee’s immediate supervisor, or a member of the Human Resources or Legal department.

• Employees may report anonymously any known or suspected violations of the Code, of any governmental laws, rules or regulations, or of questionable financial reporting by web-based form located at www.brp.ethicspoint.com.

Employees will remain anonymous and will not be required to reveal their identity.

Retaliation in any form against an Employee who reports a violation of this Code or of law, rule, or regulation, even if the report is mistaken (provided it was made in good faith) or who assists in the investigation of a reported violation, is itself a serious violation of this Code. Acts or threats of retaliation should be reported immediately and will be disciplined appropriately.

21. EMPLOYEE RESPONSIBILITIES REGARDING THIS CODE OF ETHICS

Acknowledgement and Acceptance. This Code applies to all directors, officers, Employees and representatives, each of which will be required to certify his or her acknowledgement and acceptance of it upon, and periodically during, his or her employment or engagement.

Violations. Failure to comply with the principles enunciated in the Code will result in appropriate sanctions, up to and including termination of employment. Employees that engage in theft, fraud, bribery, illegal behavior or a material conflict of interest will be terminated immediately for cause. In addition, Employees and service providers may be subject to legal action including criminal or civil liability.

Reporting of Violations. The Company strives to foster a business environment that promotes integrity and deters unethical or illegal behavior. The Company will ensure compliance with the Code and applicable laws. Each Employee is personally responsible to bring violations of the Code to the attention of management or the Board of Directors, as described in the Company policy entitled “Complaints of Illegal or Unethical Conduct.”

Waivers. Waiver of all or part of the Code, such as for potential conflicts of interests, shall be granted only in exceptional circumstances and then only by the Board in writing. Waivers granted to directors or executive officers may only be granted by the Board and shall be publicly disclosed as required by law.

22. REVIEW OF CODE

The Nominating, Governance and Social Responsibility Committee shall review and evaluate this Code from time to time as it may determine whether this Code is effective in ensuring that the Company’s business and affairs are conducted with honesty, integrity and in accordance with high ethical and legal standards and make recommendations to the Board.

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