Brunswick Corporation Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Restructuring Activities

Restructuring Activities

12 Months Ended

Dec. 31, 2013

Restructuring and Related Activities [Abstract]

Note 3 – Restructuring Activities

Since November 2006, Brunswick has announced and implemented a number of restructuring initiatives designed to improve the Company’s cost structure, better utilize overall capacity and improve general operating efficiencies. These initiatives reflected the Company’s response to a difficult marine market and resulted in the recognition of restructuring, exit and impairment charges in the Consolidated Statements of Operations during 2013, 2012 and 2011.

The costs incurred under these initiatives include:

Restructuring Activities – These amounts mainly relate to:


•	Employee termination and other benefits


•	Costs to retain and relocate employees


•	Consulting costs


•	Consolidation of manufacturing footprint

Exit Activities – These amounts mainly relate to:


•	Employee termination and other benefits


•	Lease exit costs


•	Inventory write-downs


•	Facility shutdown costs

Asset Disposition Actions – These amounts mainly relate to sales of assets and impairments of:


•	Fixed assets


•	Tooling


•	Patents and proprietary technology


•	Dealer networks


•	Trade names

Impairments of definite-lived assets are recognized when, as a result of the restructuring activities initiated, the carrying amount of the long-lived asset is not expected to be fully recoverable. The impairments recognized were equal to the difference between the carrying amount of the asset and the estimated fair value of the asset, which was determined using observable inputs, including the use of appraisals from independent third parties when available, and, when observable inputs were not available, based on the Company’s assumptions of the data that market participants would use in pricing the asset, based on the best information available in the circumstances. Specifically, the Company used discounted cash flows to determine the fair value of the asset when observable inputs were unavailable.

Intangible assets not subject to amortization are assessed for impairment at least annually and whenever events or changes in circumstances, such as announcements of restructuring activities, indicate that the carrying value may not be recoverable. The impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss is recognized for the amount by which the carrying value exceeds the fair value of the asset. The fair value of trade names is measured using a relief-from-royalty approach, which assumes the value of the trade name is the discounted cash flows of the amount that would be paid to third parties had the Company not owned the trade name and instead licensed the trade name from another company.

The Company has reported restructuring and exit activities based on the specific driver of the cost and reflected the expense in the accounting period when the cost has been committed or incurred, as appropriate. The Company considers actions related to the divestiture activities for its European retail bowling centers and the divestiture of its Sealine boat business to be exit activities. All other actions taken are considered to be restructuring activities.

The following table is a summary of the expense associated with the restructuring, exit and impairment activities for 2013, 2012 and 2011. The 2013 charges consist of expenses related to actions initiated in 2013, 2012, 2011 and 2009. The 2012 charges consist of expenses related to actions initiated in 2012, 2011, 2010, 2009 and 2008. The 2011 charges consist of expenses related to actions initiated in 2011, 2010, 2009 and 2008.



(in millions)	2013		2012			2011
Restructuring activities:
Employee termination and other benefits	$	3.2	$	1.6		$	5.7
Current asset write-downs	1.0		1.3			0.1
Transformation and other costs:
Consolidation of manufacturing footprint	6.7		12.1			13.0
Retention and relocation costs	0.4		0.1			—
Exit activities:
Employee termination and other benefits	1.0		—			—
Transformation and other costs:
Consolidation of manufacturing footprint	—		(0.3		)	10.6
Loss on sale of non-strategic assets	2.7		—			—
Asset disposition actions:
Trade name impairments	—		1.5			—
Definite-lived asset impairments and (gains) on disposal	6.4		9.5			(8.1		)
Total restructuring, exit and impairment charges	$	21.4	$	25.8		$	21.3

The Company anticipates it will incur approximately $2 million to $4 million of additional restructuring charges in 2014 primarily related to known restructuring activities initiated during 2013 in the Boat segment. Reductions in demand for the Company’s products, further refinement of its product portfolio or further opportunities to consolidate manufacturing facilities and reduce costs, may result in additional restructuring, exit or impairment charges in future periods.

Actions Initiated in 2013

In the fourth quarter of 2013, the Company made the decision to outsource woodworking operations for its fiberglass sterndrive boats, which resulted in long-lived asset impairment charges. In the second quarter of 2013, the Company entered into an agreement to divest its European retail bowling centers in the Bowling & Billiards segment. The Company completed its divestiture activities during the fourth quarter of 2013. The Company announced in the first quarter of 2013 the consolidation of its yacht and motoryacht production at its Palm Coast, Florida manufacturing plant. As a result, the Company suspended manufacturing at its Sykes Creek boat manufacturing facility in nearby Merritt Island, Florida at the end of June 2013. The Company recorded restructuring, exit and impairment charges in 2013 related to these actions.

The restructuring, exit and impairment charges recorded in 2013, related to actions initiated in 2013, by reportable segment, are summarized below:



(in millions)	2013
Boat	$	12.0
Bowling & Billiards	4.2
Corporate	0.7
Total	$	16.9

The following is a summary of the charges by category associated with the Company’s 2013 restructuring initiatives:



(in millions)	2013
Restructuring activities:
Employee termination and other benefits	$	3.0
Current asset write-downs	1.0
Transformation and other costs:
Consolidation of manufacturing footprint	4.9
Retention and relocation costs	0.4
Exit activities:
Employee termination and other benefits	1.0
Transformation and other costs:
Loss on sale of non-strategic assets	2.7
Asset disposition actions:
Definite-lived asset impairments	3.9
Total restructuring, exit and impairment charges	$	16.9

The restructuring, exit and impairment charges recorded in 2013 related to actions initiated in 2013, by reportable segment and category, are summarized below:



(in millions)	Boat		Bowling & Billiards		Corporate		Total
Employee termination and other benefits	$	1.8	$	1.5	$	0.7	$	4.0
Current asset write-downs	1.0		—		—		1.0
Transformation and other costs	5.3		2.7		—		8.0
Asset disposition actions	3.9		—		—		3.9
Total restructuring, exit and impairment charges	$	12.0	$	4.2	$	0.7	$	16.9

The following table summarizes the activity for restructuring, exit and impairment charges during the year ended December 31, 2013 related to actions initiated in 2013. The accrued costs as of December 31, 2013 represent cash expenditures needed to satisfy remaining obligations, the majority of which are expected to be paid by the end of 2014 and are included in Accrued expenses in the Consolidated Balance Sheets.



(in millions)	Costs Recognized in 2013		Non-cash (Charges)/Gains			Net Cash Payments			Accrued Costs as of Dec. 31, 2013
Employee termination and other benefits	$	4.0	$	—		$	(1.7	)	$	2.3
Current asset write-downs	1.0		(1.0		)	—			—
Transformation and other costs:
Consolidation of manufacturing footprint	4.9		—			(4.9		)	—
Retention and relocation costs	0.4		—			(0.4		)	—
Loss on sale of non-strategic assets	2.7		0.2			(2.2		)	0.7
Asset disposition actions:
Definite-lived asset impairments	3.9		(3.9		)	—			—
Total restructuring, exit and impairment charges	$	16.9	$	(4.7	)	$	(9.2	)	$	3.0

Actions Initiated in 2012

The Company recorded restructuring and impairment charges in 2012 relating to actions initiated in connection with the continued weakness in the fiberglass sterndrive boat market segments as well as the refinement of its North American boat product portfolio. In 2012, the Company decided to exit Bayliner cruisers in the U.S. and European markets and to further reduce the Company's manufacturing footprint by closing its Knoxville, Tennessee production facility and consolidate its fiberglass cruiser manufacturing into other boat production facilities. Long-lived asset impairment charges were also recorded in the third quarter of 2012 for certain European and Asia-Pacific boat brands as a result of weak powerboat demand in these regions.

The restructuring, exit and impairment charges recorded in 2013 and 2012, related to actions initiated in 2012, by reportable segment, are summarized below:



(in millions)	2013		2012
Marine Engine	$	—	$	0.4
Boat	2.9		22.8
Fitness	—		0.1
Total	$	2.9	$	23.3

The following is a summary of the charges by category associated with the Company’s 2012 restructuring initiatives:



(in millions)	2013		2012
Restructuring activities:
Employee termination and other benefits	$	0.2	$	2.0
Current asset write-downs	—		1.3
Transformation and other costs:
Consolidation of manufacturing footprint	1.8		7.1
Retention and relocation costs	—		0.1
Asset disposition actions:
Trade name impairments	—		1.5
Definite-lived asset impairments	0.9		11.3
Total restructuring, exit and impairment charges	$	2.9	$	23.3

The restructuring, exit and impairment charges recorded in 2013 related to actions initiated in 2012, by reportable segment and category, are summarized below:



(in millions)	Boat		Total
Employee termination and other benefits	$	0.2	$	0.2
Transformation and other costs	1.8		1.8
Asset disposition actions	0.9		0.9
Total restructuring, exit and impairment charges	$	2.9	$	2.9

The restructuring, exit and impairment charges recorded in 2012 related to actions initiated in 2012, by reportable segment and category, are summarized below:



(in millions)	Marine Engine		Boat		Fitness		Total
Employee termination and other benefits	$	0.4	$	1.5	$	0.1	$	2.0
Current asset write-downs	—		1.3		—		1.3
Transformation and other costs	—		7.2		—		7.2
Asset disposition actions	—		12.8		—		12.8
Total restructuring, exit and impairment charges	$	0.4	$	22.8	$	0.1	$	23.3

The following table summarizes the activity for restructuring, exit and impairment charges during the year ended December 31, 2013 related to actions initiated in 2012. The accrued costs as of December 31, 2013 represent cash expenditures needed to satisfy remaining obligations, the majority of which are expected to be paid by the end of 2014 and are included in Accrued expenses in the Consolidated Balance Sheets.



(in millions)	Accrued Costs as of Jan. 1, 2013		Costs Recognized in 2013		Non-cash Charges			Net Cash Payments			Accrued Costs as of Dec. 31, 2013
Employee termination and other benefits	$	1.9	$	0.2	$	—		$	(1.9	)	$	0.2
Transformation and other costs:
Consolidation of manufacturing footprint	5.2		1.8		—			(4.5		)	2.5
Asset disposition actions:
Definite-lived asset impairments	—		0.9		(0.9		)	—			—
Total restructuring, exit and impairment charges	$	7.1	$	2.9	$	(0.9	)	$	(6.4	)	$	2.7

Actions Initiated in 2011, 2010, 2009 and 2008

The Company continued its restructuring activities initiated between 2008 and 2011, including consolidating manufacturing operations, reducing the Company's global workforce, disposing of non-strategic assets and selling previously closed facilities. These actions were designed to provide long-term cost savings by reducing the Company's fixed-cost structure.

In the third quarter of 2011, the Company divested its Sealine boat brand. Results of operations of Sealine are not material for the periods presented. During the third quarter of 2009, the Company announced plans to reduce excess manufacturing capacity by relocating inboard and sterndrive production to Fond du Lac, Wisconsin and closing its Stillwater, Oklahoma plant. This plant transition was completed in the second quarter of 2012.

The restructuring, exit and impairment charges recorded in 2013, 2012 and 2011, related to actions initiated between 2008 and 2011, by reportable segment, are summarized below:



(in millions)	2013		2012			2011
Marine Engine	$	—	$	3.8		$	11.0
Boat	0.9		(1.5		)	8.3
Fitness	—		—			0.1
Bowling & Billiards	0.7		0.4			1.9
Corporate	—		(0.2		)	—
Total	$	1.6	$	2.5		$	21.3

The following is a summary of the charges by category associated with the Company's 2011, 2010, 2009 and 2008 restructuring initiatives:



(in millions)	2013		2012			2011
Restructuring activities:
Employee termination and other benefits	$	—	$	(0.4	)	$	5.7
Current asset write-downs	—		—			0.1
Transformation and other costs:
Consolidation of manufacturing footprint	—		5.0			13.0
Exit activities:
Transformation and other costs:
Consolidation of manufacturing footprint	—		(0.3		)	10.6
Asset disposition actions:
Definite-lived asset impairments and (gains) on disposal	1.6		(1.8		)	(8.1		)
Total restructuring, exit and impairment charges	$	1.6	$	2.5		$	21.3

The restructuring, exit and impairment charges recorded in 2013, related to actions initiated between 2008 and 2011, by reportable segment and category, are summarized below:



(in millions)	Boat		Bowling & Billiards		Total
Asset disposition actions	$	0.9	$	0.7	$	1.6
Total restructuring, exit and impairment charges	$	0.9	$	0.7	$	1.6

The restructuring, exit and impairment charges recorded in 2012, related to actions initiated between 2008 and 2011, by reportable segment and category, are summarized below:



(in millions)	Marine Engine			Boat			Bowling & Billiards		Corporate			Total
Employee termination and other benefits	$	(0.4	)	$	—		$	—	$	—		$	(0.4	)
Transformation and other costs	5.1			(0.2		)	—		(0.2		)	4.7
Asset disposition actions	(0.9		)	(1.3		)	0.4		—			(1.8		)
Total restructuring, exit and impairment charges	$	3.8		$	(1.5	)	$	0.4	$	(0.2	)	$	2.5

The restructuring, exit and impairment charges recorded in 2011, related to actions initiated between 2008 and 2011, by reportable segment and category, are summarized below:



(in millions)	Marine Engine			Boat			Fitness		Bowling & Billiards		Corporate			Total
Employee termination and other benefits	$	3.0		$	2.4		$	—	$	0.2	$	0.1		$	5.7
Current asset write-downs	0.1			—			—		—		—			0.1
Transformation and other costs	12.0			10.8			0.1		0.8		(0.1		)	23.6
Asset disposition actions	(4.1		)	(4.9		)	—		0.9		—			(8.1		)
Total restructuring, exit and impairment charges	$	11.0		$	8.3		$	0.1	$	1.9	$	—		$	21.3

The following table summarizes the activity for restructuring, exit and impairment charges during the year ended December 31, 2013 related to actions initiated between 2008 and 2011. The accrued costs as of December 31, 2013 represent cash expenditures needed to satisfy remaining obligations, the majority of which are expected to be paid by the end of 2015 and are included in Accrued expenses in the Consolidated Balance Sheets.



(in millions)	Accrued Costs as of Jan. 1, 2013		Costs Recognized in 2013		Non-cash Charges			Net Cash Payments			Accrued Costs as of Dec. 31, 2013
Employee termination and other benefits	$	1.2	$	—	$	—		$	(0.8	)	$	0.4
Transformation and other costs:
Consolidation of manufacturing footprint	2.2		—		—			(1.1		)	1.1
Asset disposition actions:
Definite-lived asset impairments	—		1.6		(1.6		)	—			—
Total restructuring, exit and impairment charges	$	3.4	$	1.6	$	(1.6	)	$	(1.9	)	$	1.5

- Definition

The entire disclosure for restructuring and related activities. Description of restructuring activities such as exit and disposal activities, include facts and circumstances leading to the plan, the expected plan completion date, the major types of costs associated with the plan activities, total expected costs, the accrual balance at the end of the period, and the periods over which the remaining accrual will be settled.

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