Brunswick Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Restructuring Activities

Restructuring Activities

9 Months Ended

Sep. 27, 2014

Restructuring and Related Activities [Abstract]

Note 3 – Restructuring Activities

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 the significant reduction in the marine market and resulted in the recognition of restructuring, exit and impairment charges in the Condensed Consolidated Statements of Comprehensive Income during 2014 and 2013.

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 appraisals from independent third parties when available, and, when observable inputs were not available, was determined using the Company’s assumptions, including 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.

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 to or incurred, as appropriate. The following table is a summary of the net expense associated with the restructuring, exit and impairment activities for the three months and nine months ended September 27, 2014 and September 28, 2013. The 2014 charges consist of expenses related to actions initiated in 2014, 2013, 2012, 2010 and 2009. The 2013 charges consist of expenses related to actions initiated in 2013 and 2012.



	Three Months Ended					Nine Months Ended
(in millions)	September 27, 2014			September 28, 2013		September 27, 2014			September 28, 2013
Restructuring activities:
Employee termination and other benefits	$	0.1		$	—	$	2.9		$	1.9
Current asset write-downs	0.3			0.7		0.5			1.0
Transformation and other costs:
Consolidation of manufacturing footprint	(0.1		)	1.9		0.9			5.1
Retention and relocation costs	0.1			—		0.2			0.4
Asset disposition actions:
Definite-lived asset impairments and (gains) on disposal	0.5			—		(0.5		)	2.3
Total restructuring, exit and impairment charges	$	0.9		$	2.6	$	4.0		$	10.7

The Company anticipates it may incur up to $1 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 2014

In the second quarter of 2014, certain executive positions were restructured within the Company. The Company recorded restructuring charges in 2014 related to this action.

The restructuring, exit and impairment charges recorded in the three months and nine months ended September 27, 2014 related to actions initiated in 2014, by reportable segment, are summarized below:



	Three Months Ended		Nine Months Ended
(in millions)	September 27, 2014		September 27, 2014
Boat	$	0.3	$	0.3
Corporate	—		2.7
Total	$	0.3	$	3.0

The following is a summary of the charges by category associated with the Company’s 2014 restructuring initiatives:



	Three Months Ended		Nine Months Ended
(in millions)	September 27, 2014		September 27, 2014
Restructuring activities:
Employee termination and other benefits	$	—	$	2.7
Asset disposition actions:
Definite-lived asset impairments	0.3		0.3
Total restructuring, exit and impairment charges	$	0.3	$	3.0

The restructuring, exit and impairment charges recorded in the nine months ended September 27, 2014 related to actions initiated in 2014, by reportable segment and category, are summarized below:



(in millions)	Boat		Corporate		Total
Employee termination and other benefits	$	—	$	2.7	$	2.7
Asset disposition actions	0.3		—		0.3
Total restructuring, exit and impairment charges	$	0.3	$	2.7	$	3.0

The following table summarizes the activity for restructuring, exit and impairment charges during the nine months ended September 27, 2014 related to actions initiated in 2014. The accrued costs as of September 27, 2014 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 Condensed Consolidated Balance Sheets.



(in millions)	Costs Recognized in 2014		Non-cash Charges			Net Cash Payments			Accrued Costs as of September 27, 2014
Employee termination and other benefits	$	2.7	$	(1.3	)	$	(0.3	)	$	1.1
Asset disposition actions:
Definite-lived asset impairments	0.3		(0.3		)	—			—
Total restructuring, exit and impairment charges	$	3.0	$	(1.6	)	$	(0.3	)	$	1.1

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. 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 and 2014 related to these actions.

The restructuring, exit and impairment charges recorded in the three months and nine months ended September 27, 2014 and September 28, 2013, related to actions initiated in 2013, by reportable segment, are summarized below:



	Three Months Ended				Nine Months Ended
(in millions)	September 27, 2014		September 28, 2013		September 27, 2014		September 28, 2013
Boat	$	1.1	$	2.5	$	2.5	$	7.4
Corporate	—		—		—		0.7
Total	$	1.1	$	2.5	$	2.5	$	8.1

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



	Three Months Ended					Nine Months Ended
(in millions)	September 27, 2014			September 28, 2013		September 27, 2014			September 28, 2013
Restructuring activities:
Employee termination and other benefits	$	0.1		$	—	$	0.2		$	1.7
Current asset write-downs	0.3			0.7		0.5			1.0
Transformation and other costs:
Consolidation of manufacturing footprint	0.7			1.8		1.7			3.4
Retention and relocation costs	0.1			—		0.2			0.4
Asset disposition actions:
Definite-lived asset impairments and (gain) on disposal	(0.1		)	—		(0.1		)	1.6
Total restructuring, exit and impairment charges	$	1.1		$	2.5	$	2.5		$	8.1

The restructuring, exit and impairment charges recorded in the nine months ended September 27, 2014 related to actions initiated in 2013, by reportable segment and category, are summarized below:



(in millions)	Boat			Total
Employee termination and other benefits	$	0.2		$	0.2
Current asset write-downs	0.5			0.5
Transformation and other costs	1.9			1.9
Asset disposition actions	(0.1		)	(0.1		)
Total restructuring, exit and impairment charges	$	2.5		$	2.5

The restructuring, exit and impairment charges recorded in the nine months ended September 28, 2013 related to actions initiated in 2013, by reportable segment and category, are summarized below:



(in millions)	Boat		Corporate		Total
Employee termination and other benefits	$	1.0	$	0.7	$	1.7
Current asset write-downs	1.0		—		1.0
Transformation and other costs	3.8		—		3.8
Asset disposition actions	1.6		—		1.6
Total restructuring, exit and impairment charges	$	7.4	$	0.7	$	8.1

The following table summarizes the activity for restructuring, exit and impairment charges during the nine months ended September 27, 2014 related to actions initiated in 2013. The accrued costs as of September 27, 2014 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 Condensed Consolidated Balance Sheets.



(in millions)	Accrued Costs as of Jan. 1, 2014		Costs/(Income) Recognized in 2014			Non-cash Charges			Net Cash (Payments)/Receipts			Accrued Costs as of September 27, 2014
Employee termination and other benefits	$	1.7	$	0.2		$	—		$	(1.6	)	$	0.3
Current asset write-downs	—		0.5			(0.8		)	0.3			—
Transformation and other costs:
Consolidation of manufacturing footprint	—		1.7			—			(1.6		)	0.1
Retention and relocation costs	—		0.2			—			(0.2		)	—
Asset disposition actions:
Definite-lived asset impairments and (gain) on disposal	—		(0.1		)	—			0.1			—
Total restructuring, exit and impairment charges	$	1.7	$	2.5		$	(0.8	)	$	(3.0	)	$	0.4

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.

The restructuring, exit and impairment charges recorded in the three months and nine months ended September 27, 2014 and September 28, 2013, related to actions initiated in 2012, by reportable segment, are summarized below:



	Three Months Ended					Nine Months Ended
(in millions)	September 27, 2014			September 28, 2013		September 27, 2014			September 28, 2013
Boat	$	(0.2	)	$	0.1	$	(0.2	)	$	2.6
Total	$	(0.2	)	$	0.1	$	(0.2	)	$	2.6

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



	Three Months Ended					Nine Months Ended
(in millions)	September 27, 2014			September 28, 2013		September 27, 2014			September 28, 2013
Restructuring activities:
Employee termination and other benefits	$	—		$	—	$	—		$	0.2
Transformation and other costs:
Consolidation of manufacturing footprint	(0.8		)	0.1		(0.8		)	1.7
Asset disposition actions:
Definite-lived asset impairments	0.6			—		0.6			0.7
Total restructuring, exit and impairment charges	$	(0.2	)	$	0.1	$	(0.2	)	$	2.6

The following table summarizes the activity for restructuring, exit and impairment charges during the nine months ended September 27, 2014 related to actions initiated in 2012. The accrued costs as of September 27, 2014 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 Condensed Consolidated Balance Sheets.



(in millions)	Accrued Costs as of Jan. 1, 2014		Costs/(Income) Recognized in 2014			Non-cash Charges			Net Cash Payments			Accrued Costs as of September 27, 2014
Employee termination and other benefits	$	0.2	$	—		$	—		$	(0.2	)	$	—
Transformation and other costs:
Consolidation of manufacturing footprint	2.5		(0.8		)	—			(1.2		)	0.5
Asset disposition actions:
Definite-lived asset impairments	—		0.6			(0.6		)	—			—
Total restructuring, exit and impairment charges	$	2.7	$	(0.2	)	$	(0.6	)	$	(1.4	)	$	0.5

Actions Initiated Before 2012

The Company recorded impairment charges in 2009 and 2010 relating to actions to divest non-strategic assets in its Boat segment. The Company recorded gains on disposal of $0.3 million and $1.3 million for the three months and nine months ended September 27, 2014, respectively, relating to the third quarter sale of the Company's Riverview plant in Knoxville, Tennessee, that was part of the Company's 2009 restructuring initiatives as well as the second quarter sale of a boat facility in Ashland City, Tennessee, that was part of the Company's 2010 restructuring initiatives.

- 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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