Note 2 – Restructuring Activities

In November 2006, Brunswick announced 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, which continued to decline through 2010 and led to expanded restructuring activities between 2007 and 2011 in order to improve performance and better position the Company for current market conditions and longer-term profitable growth. These initiatives have resulted in the recognition of restructuring, exit and impairment charges in the Consolidated Statements of Operations during 2009, 2010 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

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.

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 of its Sealine boat business, the divestiture of its Triton fiberglass boat business, the closure of a marine electronics business, the sale of certain Baja boat business assets and the sale of the Valley-Dynamo and Integrated Dealer Systems businesses 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 2011, 2010 and 2009. The 2011 charges consist of expenses related to actions initiated in 2011, 2010, 2009 and 2008. The 2010 charges consist of expenses related to actions initiated in 2010, 2009 and 2008. The 2009 charges consist of expenses related to actions initiated in 2009 and 2008.

(in millions)	2011			2010		2009

Restructuring activities:
Employee termination and other benefits	$	5.7		$	12.7	$	44.1
Current asset write-downs		0.1			2.9		6.4
Transformation and other costs:
Consolidation of manufacturing footprint		14.7			17.8		49.9
Retention and relocation costs		-			0.7		0.1
Consulting costs		-			-		0.3
Exit activities:
Employee termination and other benefits		-			0.8		0.8
Current asset write-downs		-			1.0		1.4
Transformation and other costs:
Consolidation of manufacturing footprint		10.6			3.4		1.4
Loss on sale of non-strategic assets		-			3.6		-
Asset disposition actions:
Trade name impairments		-			1.1		-
Definite-lived asset impairments and loss (gain) on disposal		(8.4	)		18.3		68.1

Total restructuring, exit and impairment charges	$	22.7		$	62.3	$	172.5

The Company anticipates it will incur approximately $10 million of additional restructuring charges in 2012 primarily related to known restructuring activities initiated in 2011, 2010 and 2009. The Company expects most of these charges will be incurred in the Marine Engine and Boat segments. Further reductions in demand for the Company's products, or further opportunities to reduce costs, may result in additional restructuring, exit or impairment charges in 2012.

Actions initiated in 2011

During 2011, the Company continued its restructuring activities by disposing of non-strategic assets, consolidating manufacturing operations and reducing the Company's global workforce. In the third quarter of 2011, the Company divested its Sealine boat brand and recognized a loss on the sale of $9.4 million. The loss includes a gain related to the write-off of cumulative translation adjustments, which were included in Accumulated other comprehensive loss, net of tax. See Note 1 – Significant Accounting Policies in the Comprehensive Income (Loss) section for further discussion. Results of operations of Sealine are not material for the periods presented.

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

(in millions)	2011

Marine Engine	$	1.3
Boat		9.6
Fitness		0.1
Bowling & Billiards		1.6
Corporate		0.1

Total	$	12.7

The following is a summary of the charges by category associated with the Company's 2011 restructuring initiatives:

(in millions)	2011

Restructuring activities:
Employee termination and other benefits	$	1.4
Current asset write-downs		0.1
Transformation and other costs:
Consolidation of manufacturing footprint		0.6
Exit activities:
Transformation and other costs:
Consolidation of manufacturing footprint		9.4
Asset disposition actions:
Definite-lived asset impairments		1.2

Total restructuring, exit and impairment charges	$	12.7

The restructuring charges related to actions initiated in 2011, by reportable segment, for 2011, are summarized below:

(in millions)	Marine Engine		Boat		Fitness		Bowling & Billiards		Corporate		Total

Employee termination and other benefits	$	0.9	$	0.2	$	-	$	0.2	$	0.1	$	1.4
Current asset write-downs		0.1		-		-		-		-		0.1
Transformation and other costs		-		9.4		0.1		0.5		-		10.0
Asset disposition actions		0.3		-		-		0.9		-		1.2

Total restructuring, exit and impairment charges	$	1.3	$	9.6	$	0.1	$	1.6	$	0.1	$	12.7

The following table summarizes the 2011 charges recorded for restructuring, exit and impairment charges related to actions initiated in 2011 and the related status as of December 31, 2011. The accrued amounts remaining as of December 31, 2011 represent cash expenditures needed to satisfy remaining obligations. The majority of the accrued costs is expected to be paid by the end of 2012 and is included in Accrued expenses in the Consolidated Balance Sheets.

(in millions)	Costs Recognized in 2011		Non-cash Charges			Net Cash Payments			Accrued Costs as of Dec. 31, 2011

Employee termination and other benefits	$	1.4	$	-		$	(0.8	)	$	0.6
Current asset write-downs		0.1		(0.1	)		-			-
Transformation and other costs:
Consolidation of manufacturing footprint		10.0		(7.3	)		(2.0	)		0.7
Asset disposition actions:
Definite-lived asset impairments		1.2		(1.2	)		-			-

Total restructuring, exit and impairment charges	$	12.7	$	(8.6	)	$	(2.8	)	$	1.3

Actions initiated in 2010

During 2010, the Company continued its restructuring activities by disposing of non-strategic assets, consolidating manufacturing operations and reducing the Company's global workforce. During the second quarter of 2010, the Company finalized plans to divest its Triton fiberglass boat brand and completed an asset sale transaction in the third quarter of 2010. The Company also reached a decision to consolidate its Cabo Yachts production into its Hatteras facility in New Bern, North Carolina in the second quarter of 2010. Additionally, the Company recorded impairment charges for its Ashland City, Tennessee facility in connection with the divestiture of its Triton fiberglass boat brand. In the fourth quarter of 2010, the Company recognized exit charges related to the closure of a marine electronics business.

The restructuring, exit and impairment charges recorded in 2011 and 2010, related to actions initiated in 2010, by reportable segment, are summarized below:

(in millions)	2011			2010

Marine Engine	$	(0.1	)	$	3.7
Boat		1.1			32.2
Fitness		-			0.1
Bowling & Billiards		-			1.5

Total	$	1.0		$	37.5

The following is a summary of the charges by category associated with the Company's 2010 restructuring initiatives:

(in millions)	2011			2010

Restructuring activities:
Employee termination and other benefits	$	(0.1	)	$	4.2
Current asset write-downs		-			2.0
Transformation and other costs:
Consolidation of manufacturing footprint		2.3			5.5
Retention and relocation costs		-			0.5
Exit activities:
Employee termination and other benefits		-			0.8
Current asset write-downs		-			1.0
Transformation and other costs:
Consolidation of manufacturing footprint		0.9			3.5
Loss on sale of non-strategic assets		-			3.6
Asset disposition actions:
Trade name impairments		-			1.1
Definite-lived asset impairments and (gains) on disposal		(2.1	)		15.3

Total restructuring, exit and impairment charges	$	1.0		$	37.5

The restructuring, exit and impairment charges related to actions initiated in 2010, by reportable segment, for 2011, are summarized below:

(in millions)	Marine Engine			Boat			Total

Employee termination and other benefits	$	(0.2	)	$	0.1		$	(0.1	)
Transformation and other costs		0.1			3.1			3.2
Asset disposition actions		-			(2.1	)		(2.1	)

Total restructuring, exit and impairment charges	$	(0.1	)	$	1.1		$	1.0

The restructuring, exit and impairment charges related to actions initiated in 2010, by reportable segment, for 2010, are summarized below:

(in millions)	Marine Engine		Boat		Fitness		Bowling & Billiards		Total

Employee termination and other benefits	$	2.8	$	1.7	$	0.1	$	0.4	$	5.0
Current asset write-downs		0.3		2.5		-		0.2		3.0
Transformation and other costs		0.6		11.6		-		0.9		13.1
Asset disposition actions		-		16.4		-		-		16.4

Total restructuring, exit and impairment charges	$	3.7	$	32.2	$	0.1	$	1.5	$	37.5

The following table summarizes the 2011 charges recorded for restructuring, exit and impairment charges related to actions initiated in 2010 and the related status as of December 31, 2011. The accrued amounts remaining as of December 31, 2011, represent cash expenditures needed to satisfy remaining obligations. The majority of the accrued costs is expected to be paid by the end of 2012 and is included in Accrued expenses in the Consolidated Balance Sheets.

(in millions)	Accrued Costs as of Jan. 1, 2011		Costs (Gains) Recognized in 2011			Non-cash Gains		Net Cash Payments			Accrued Costs as of Dec. 31, 2011

Employee termination and other benefits	$	0.8	$	(0.1	)	$	0.2	$	(0.7	)	$	0.2
Transformation and other costs:
Consolidation of manufacturing footprint		1.4		3.2			-		(4.6	)		-
Retention and relocation costs		0.5		-			-		(0.3	)		0.2
Asset disposition actions:
Definite-lived asset impairments and (gains) on disposal		-		(2.1	)		2.1		-			-

Total restructuring, exit and impairment charges	$	2.7	$	1.0		$	2.3	$	(5.6	)	$	0.4

Actions initiated in 2009

During the third quarter of 2009, the Company announced plans to reduce excess manufacturing capacity by relocating inboard and sterndrive engine production to Fond du Lac, Wisconsin and closing its Stillwater, Oklahoma plant. This plant transition is expected to conclude in 2012. In connection with this action, the Company's hourly union workforce in Fond du Lac ratified a new collective bargaining agreement on August 31, 2009, which resulted in net restructuring charges as a result of employee incentives and changes to employees' current benefits and postretirement benefits. The Company continued to consolidate the Boat segment's manufacturing footprint in 2009 and began marketing for sale certain previously closed boat production facilities in the fourth quarter of 2009, including the previously mothballed plants in Navassa and Swansboro, North Carolina, and its Riverview plant in Knoxville, Tennessee. The Company also recorded impairments during 2009 on tooling, its Cape Canaveral, Florida and Little Falls, Minnesota properties and a marina in St. Petersburg, Florida, to reflect these assets at their fair value. During the second quarter of 2011, the Company recognized gains on the sale of certain Marine Engine properties. These actions in the Company's marine businesses are expected to provide long-term cost savings by reducing its fixed-cost structure.

The restructuring, exit and impairment charges recorded in 2011, 2010 and 2009, related to actions initiated in 2009, by reportable segment, are summarized below:

(in millions)	2011			2010		2009

Marine Engine	$	10.8		$	9.9	$	45.0
Boat		(0.7	)		7.3		72.0
Fitness		-			0.1		2.1
Bowling & Billiards		-			0.3		1.1
Corporate		(0.1	)		0.3		5.6

Total	$	10.0		$	17.9	$	125.8

The following is a summary of the charges by category associated with the 2009 restructuring activities recognized during 2011, 2010 and 2009:

(in millions)	2011			2010			2009

Restructuring activities:
Employee termination and other benefits	$	3.0		$	8.0		$	35.6
Current asset write-downs		-			-			4.0
Transformation and other costs:
Consolidation of manufacturing footprint		11.8			8.9			28.8
Retention and relocation costs		-			0.2			0.1
Consulting costs		-			-			0.3
Exit activities:
Transformation and other costs (gains):
Consolidation of manufacturing footprint		-			(0.1	)		(1.9	)
Asset disposition actions:
Definite-lived asset impairments and losses (gains) on disposal		(4.8	)		0.9			58.9

Total restructuring, exit and impairment charges	$	10.0		$	17.9		$	125.8

The restructuring charges related to actions initiated in 2009, by reportable segment, for the year ended December 31, 2011, are summarized below:

(in millions)	Marine Engine			Boat			Corporate			Total

Employee termination and other benefits	$	3.0		$	-		$	-		$	3.0
Transformation and other costs		11.9			-			(0.1	)		11.8
Asset disposition actions		(4.1	)		(0.7	)		-			(4.8	)

Total restructuring, exit and impairment charges	$	10.8		$	(0.7	)	$	(0.1	)	$	10.0

The restructuring charges related to actions initiated in 2009, by reportable segment, for the year ended December 31, 2010, are summarized below:

(in millions)	Marine Engine		Boat		Fitness		Bowling & Billiards		Corporate		Total

Employee termination and other benefits	$	2.8	$	4.5	$	0.1	$	0.3	$	0.3	$	8.0
Transformation and other costs		7.1		1.9		-		-		-		9.0
Asset disposition actions		-		0.9		-		-		-		0.9

Total restructuring, exit and impairment charges	$	9.9	$	7.3	$	0.1	$	0.3	$	0.3	$	17.9

The restructuring charges related to actions initiated in 2009, by reportable segment, for the year ended December 31, 2009, are summarized below:

(in millions)	Marine Engine		Boat		Fitness		Bowling & Billiards		Corporate		Total

Employee termination and other benefits	$	19.5	$	10.7	$	2.0	$	0.8	$	2.6	$	35.6
Current asset write-downs		0.7		3.3		-		-		-		4.0
Transformation and other costs		20.6		3.4		0.1		0.2		3.0		27.3
Asset disposition actions		4.2		54.6		-		0.1		-		58.9

Total restructuring, exit and impairment charges	$	45.0	$	72.0	$	2.1	$	1.1	$	5.6	$	125.8

The following table summarizes the 2011 charges recorded for restructuring, exit and impairment related to actions initiated in 2009 and the related status as of December 31, 2011. The accrued amounts remaining as of December 31, 2011, represent cash expenditures needed to satisfy remaining obligations. The majority of the accrued costs is expected to be paid by the end of 2012 and is included in Accrued expenses in the Consolidated Balance Sheets.

(in millions)	Accrued Costs as of Jan. 1, 2011		Costs (Gains) Recognized in 2011			Non-cash Gains		Net Cash Payments			Accrued Costs as of Dec. 31, 2011

Employee termination and other benefits	$	6.8	$	3.0		$	-	$	(2.1	)	$	7.7
Transformation and other costs:
Consolidation of manufacturing footprint		1.5		11.8			-		(12.2	)		1.1
Asset disposition actions:
Definite-lived asset impairments and (gains) on disposal		-		(4.8	)		4.8		-			-

Total restructuring, exit and impairment charges	$	8.3	$	10.0		$	4.8	$	(14.3	)	$	8.8

Actions initiated in 2008

The restructuring, exit and impairment charges recorded in 2011, 2010 and 2009 relate to the following actions initiated by the Company in 2008: closing its boat plant in Bucyrus, Ohio, in anticipation of the proposed sale of certain assets relating to its Baja boat business; ceasing boat manufacturing at one of its facilities in Merritt Island, Florida; closing its Swansboro, North Carolina, boat plant; writing-down certain assets of the Valley-Dynamo coin-operated commercial billiards business; announcing the closure of its boat production facilities in Cumberland, Maryland; Pipestone, Minnesota; Roseburg, Oregon; and Arlington, Washington; and mothballing its plant in Navassa, North Carolina.

The restructuring, exit and impairment charges recorded in 2011, 2010 and 2009, related to actions initiated in 2008, by reportable segment, are summarized below:

(in millions)	2011			2010		2009

Marine Engine	$	-		$	-	$	3.3
Boat		(1.3	)		6.5		35.8
Bowling & Billiards		0.3			-		4.2
Corporate		-			0.4		3.4

Total	$	(1.0	)	$	6.9	$	46.7

The following is a summary of the charges by category associated with the 2008 restructuring activities recognized during 2011, 2010 and 2009:

(in millions)	2011			2010		2009

Restructuring activities:
Employee termination and other benefits	$	1.4		$	0.5	$	8.5
Current asset write-downs		-			0.9		2.4
Transformation and other costs:
Consolidation of manufacturing footprint		-			3.4		21.1
Exit activities:
Employee termination and other benefits		-			-		0.8
Current asset write-downs		-			-		1.4
Transformation and other costs:
Consolidation of manufacturing footprint		0.3			-		3.3
Asset disposition actions:
Definite-lived asset impairments and losses (gains) on disposal		(2.7	)		2.1		9.2

Total restructuring, exit and impairment charges	$	(1.0	)	$	6.9	$	46.7

The restructuring charges related to actions initiated in 2008, by reportable segment, for the year ended December 31, 2011, are summarized below:

(in millions)	Boat			Bowling & Billiards		Total

Employee termination and other benefits	$	1.4		$	-	$	1.4
Transformation and other costs		-			0.3		0.3
Asset disposition actions		(2.7	)		-		(2.7	)

Total restructuring, exit and impairment charges	$	(1.3	)	$	0.3	$	(1.0	)

The restructuring charges related to actions initiated in 2008, by reportable segment, for the year ended December 31, 2010, are summarized below:

(in millions)	Boat		Corporate		Total

Employee termination and other benefits	$	0.5	$	-	$	0.5
Current asset write-downs		0.9		-		0.9
Transformation and other costs		3.4		-		3.4
Asset disposition actions		1.7		0.4		2.1

Total restructuring, exit and impairment charges	$	6.5	$	0.4	$	6.9

The restructuring charges related to actions initiated in 2008, by reportable segment, for the year ended December 31, 2009, are summarized below:

(in millions)	Marine Engine		Boat		Bowling & Billiards		Corporate		Total

Employee termination and other benefits	$	0.9	$	6.8	$	1.2	$	0.4	$	9.3
Current asset write-downs		0.8		1.9		1.1		-		3.8
Transformation and other costs		1.6		20.8		1.9		0.1		24.4
Asset disposition actions		-		6.3		-		2.9		9.2

Total restructuring, exit and impairment charges	$	3.3	$	35.8	$	4.2	$	3.4	$	46.7

The following table summarizes the 2011 charges recorded for restructuring, exit and impairment charges related to actions initiated in 2008 and the related status as of December 31, 2011. The accrued amounts remaining as of December 31, 2011, represent cash expenditures needed to satisfy remaining obligations. The majority of the costs is expected to be paid by the end of 2012 and is included in Accrued expenses in the Consolidated Balance Sheets.

(in millions)	Accrued Costs as of Jan. 1, 2011		Costs (Gains) Recognized in 2011			Non-cash Gains		Net Cash Payments			Accrued Costs as of Dec. 31, 2011

Employee termination and other benefits	$	0.7	$	1.4		$	-	$	(0.5	)	$	1.6
Transformation and other costs:
Consolidation of manufacturing footprint		1.5		0.3			-		(0.5	)		1.3
Asset disposition actions:
Definite-lived asset impairments and (gain) on disposal		-		(2.7	)		2.7		-			-

Total restructuring, exit and impairment charges	$	2.2	$	(1.0	)	$	2.7	$	(1.0	)	$	2.9