BRUNSWICK CORP
10-Q, 1994-11-14
ENGINES & TURBINES
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                                    Form 10-Q

                       Securities and Exchange Commission
                            Washington, D. C.  20549


X Quarterly Report pursuant to Section 13 or 15 (d)
  of the Securities Exchange Act of 1934


For the quarterly period ended September 30, 1994 

Commission file number 1-1043 

                             Brunswick Corporation
            (Exact name of registrant as specified in its charter)


              Delaware                                     36-0848180
      (State or other Jurisdiction of                   (I.R.S. Employer)
       incorporation or organization)                  Identification No.)


    1 N. Field Ct., Lake Forest, Illinois                60045-4811
     (Address of principal executive offices)            (Zip Code)           


                               (708) 735-4700
               Registrant's telephone number, including area code 


  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

  Yes  X        No         

At November 7, 1994, there were 95,441,633 shares of the Company's Common Stock
($.75 par value) outstanding.
                                                                            
<PAGE>
<TABLE>
 
                           Part I- Financial Information

                           Item I-Financial Statements

                               Brunswick Corporation
                        Consolidated Results Of Operations
                        for the periods ended September 30
                    (dollars in millions, except per share data)
<CAPTION>
                                                Quarter           Nine Months
                                           ended September 30 ended September 30
                                              1994     1993     1994      1993
                                                          (unaudited)
<S>                                        <C>     <C>      <C>      <C>
Net sales                                   $ 662.1 $  539.4 $2,045.2 $ 1,671.2

Cost of sales                                 485.0    405.3  1,466.4   1,237.4
Selling, general and administrative           127.7    111.9    396.3     347.4

  Operating earnings                           49.4     22.2    182.5      86.4

Interest expense                               (7.0)    (6.3)   (20.3)    (20.8)
Interest income and other items, net            1.6      2.9     11.3      11.0

  Earnings before income taxes                 44.0     18.8    173.5      76.6

Income tax provision                           14.6      3.6     62.5      29.1

    Earnings from continuing operations before
     extraordinary item and cumulative effect
     of accounting change                      29.4     15.2    111.0      47.5

Earnings from discontinued operations             -        -        -         -

Extraordinary loss from retirement of
  debt, net of tax effect of $2.8 million         -     (4.6)       -      (4.6)

Cumulative effect on prior years
  of change in accounting principle
  for postemployment benefits                     -        -        -     (14.6)

    Net earnings                            $  29.4 $   10.6 $  111.0 $    28.3

Earnings (loss) per common share
  Continuing operations                     $  0.31 $   0.16 $   1.16 $    0.50
  Discontinued operations                         -        -        -         -
  Extraordinary item                              -    (0.05)       -     (0.05)
  Cumulative effect of change in accounting
    principle                                     -        -        -     (0.15)

    Net earnings per common share           $  0.31 $   0.11 $   1.16 $    0.30

Cash dividends declared per common share    $  0.11 $   0.11 $   0.33 $    0.33

The notes are an integral part of these consolidated statements.
</TABLE>

<PAGE>
<TABLE>
                           Brunswick Corporation
                        Consolidated Balance Sheets
                 As of September 30, 1994 and December 31, 1993
                          (dollars in millions)
<CAPTION>
                                                               September 30   December 31
                         Assets                                    1994           1993
Current assets                                                 (unaudited)
  Cash and cash equivalents, at cost, which
<S>                                                          <C>           <C>
    approximates market                                       $      200.7  $       248.8
  Marketable securities                                               41.7              -
  Accounts and notes receivable, less allowances
    of $19.2 and $16.9                                               249.7          168.9
  Inventories                                                        385.5          321.4
  Prepaid income taxes                                               210.9          186.5
  Prepaid expenses                                                    45.0           24.1
  
       Current assets                                              1,133.5          949.7

Property
  Land                                                                61.3           60.9
  Buildings                                                          363.7          357.5
  Equipment                                                          756.4          720.9

                                                                   1,181.4        1,139.3
  Accumulated depreciation                                          (637.0)        (595.0)

      Property                                                       544.4          544.3

Other assets
  Dealer networks                                                    147.8          171.6
  Trademarks and other                                               114.2          106.7
  Excess of cost over net assets of businesses acquired              119.0          117.7
  Investments                                                         75.5           67.6

      Other assets                                                   456.5          463.6

  Assets of continuing operations                                  2,134.4        1,957.6
  Net assets of discontinued operations                               21.0           26.1

         Total assets                                         $    2,155.4  $     1,983.7

        Liabilities And Shareholders' Equity

Current liabilities
  Short-term debt, including current maturities               $       12.5  $        11.9
  Accounts payable                                                   147.9          122.8
  Accrued expenses                                                   465.2          404.5
  Income taxes payable                                                24.2           62.7

      Current liabilities                                            649.8          601.9

Long-term debt
  Notes, mortgages and debentures                                    321.6          324.5

Deferred items
  Income taxes                                                       120.0          103.9
  Postretirement and postemployment benefits                         136.3          126.9
  Compensation and other                                              32.1           22.1

      Deferred items                                                 288.4          252.9

Common shareholders' equity
  Common stock; authorized: 200,000,000 shares,
    $.75 par value; issued: 100,687,992 shares
    at September 30, 1994 and December 31, 1993                       75.5           75.5
  AdditioA AdditioAdditional paid-in capital                                         261.4          261.4
  Retained earnings                                                  728.0          648.5
  Treasury stock, at cost: 5,249,623 shares at September
    30, 1994 and 5,430,523 shares at December 31, 1993               (98.5)        (102.7)
  Minimum pension liability adjustment                                (6.7)          (6.7)
  Unearned portion of restricted stock
    issued for future services                                        (2.6)          (2.3)
  Cumulative translation adjustments                                  12.0            7.9
  Unamortized ESOP expense                                           (73.5)         (77.2)

      Common shareholders' equity                                    895.6          804.4

         Total liabilities and shareholders' equity           $    2,155.4  $     1,983.7

The notes are an integral part of these consolidated statements.
</TABLE>
<PAGE>

<TABLE>
                             Brunswick Corporation
                     Consolidated Statements Of Cash Flows
                     for the nine months ended September 30
                            (dollars in millions)

<CAPTION>
                                                                   1994      1993
                                                                          (unaudited

Cash flows from operating activities
<S>                                                            <C>       <C>
  Net earnings                                                  $   111.0 $    28.3
  Adjustments to reconcile net earnings to net
    cash provided by operating activities:
      Depreciation and amortization by continuing operations         87.4      83.8
      Changes in noncash current assets and current
        liabilities of continuing operations                       (138.2)    (48.6)
      Increase in deferred items                                     34.1       8.8
      Other, net                                                     (3.9)      4.3
      Cumulative effect of change in accounting principle               -      14.6
      Decrease(Increase) in net assets of discontinued operations     5.9      (0.9)

        Net cash provided by operating activities                    96.3      90.3

Cash flows from investing activities
  Payments for businesses acquired                                   (7.1)     (2.1)
  Capital expenditures                                              (60.3)    (56.9)
  Investment in marketable securities                               (41.7)        -
  Proceeds from sales of property                                     4.5       4.6
  Investments in unconsolidated affiliates                           (0.5)     (1.4)
  Other, net                                                         (0.6)      0.4
  Net investing activities of discontinued operations                (0.8)     (1.5)

        Net cash used for investing activities                     (106.5)    (56.9)

Cash flows from financing activities
  Payments of long-term debt, including current maturities           (3.9)   (114.8)
  Proceeds from issuance of long-term debt                              -     122.9
  Cash dividends paid                                               (31.5)    (31.4)
  Other, net                                                         (2.5)      0.8

        Net cash used for financing activities                      (37.9)    (22.5)

Net increase (decrease) in cash and cash equivalents                (48.1)     10.9
Cash and cash equivalents at January 1                              248Cash and cash equivalents at September 30                    
Cash and cash equivalents at September 30                       $   200.7 $   206.4
                  $    22.1 $    21.9
  Income taxes paid, net of refunds                                 109.1      13.3

The notes are an integral part of these consolidated statements.
</TABLE>
<PAGE>


                              Brunswick Corporation
                   Notes To Consolidated Financial Statements
          September 30, 1994, December 31, 1993 and September 30, 1993
                                 (unaudited)


Note 1 - Accounting policies 

This financial data has been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission.  Accordingly, certain information and
disclosures, normally included in financial statements 
in accordance with generally accepted accounting principles, have been
condensed or omitted.  Brunswick Corporation (the "Company") believes that the
disclosures in these statements are adequate to make the information presented
not misleading.

These financial statements should be read in conjunction with, and have been
prepared in conformity with, the accounting principles reflected in the
consolidated financial statements and related notes included in the Company's
Annual Report on Form 10-K for the year ended December 31, 1993.  These interim
results include, in the opinion of the Company, all normal and recurring
adjustments necessary to present fairly the results of operations for the
quarter and nine-month periods ended September 30, 1994 and 1993.  The 1994
interim results are not necessarily indicative of the results which may be
expected for the remainder of the year.

The financial statements segregate the results of the Company's discontinued
Technical segment.  The 1994 and 1993 operating results of the Technical Group
have been charged against a reserve established at the time the decision to
discontinue the segment was announced.

Results for the nine months ended September 30, 1993 have been restated for the
cumulative effect of the adoption of SFAS No. 112, which represented a change
in accounting for employees' postemployment benefits and was adopted by the
Company in 1993 retroactive to January 1, 1993.

Note 2 - Earnings per common share 

Earnings (loss) per common share are based on the weighted average number of
common and common equivalent shares outstanding during each period.  Such
average shares were 95.8 million and 95.2 million for the quarters ended
September 30, 1994 and 1993, respectively, and 95.8 and 95.2 million for the
nine-month periods ended September 30, 1994 and 1993, respectively.

Note 3 - Inventories 

Inventories, of which approximately fifty percent were valued using the LIFO
method, consisted of the following at September 30, 1994 and December 31, 1993
(dollars in millions):
                                           September 30     December 31    
                                               1994             1993           

     Finished goods                           $218.0           $188.1         
     Work in process                            86.8             79.1
     Raw materials                              80.7             54.2          

       Inventories                            $385.5           $321.4
<PAGE>

<TABLE>
  
Note 4 - Consolidated common shareholders' equity
<CAPTION>                                                                        Minimum
                                          Additional                             pension   Unearned  Cumulative Unamortized
                             Common stock  paid-in   Retained  Treasury stock   liability restricted translation    ESOP
   (in millions)            Shares Amount  capital   earnings  Shares   Amount  adjustment   stock   adjustments  Expense

<S>                        <C>     <C>      <C>       <C>         <C>   <C>          <C>       <C>         <C>       <C> 
Balance, January 1, 1994    100.7   $75.5    $261.4    $648.5     (5.4) ($102.7)     ($6.7)    ($2.3)      $7.9      ($77.2) 

Net Earnings                    -       -         -     111.0        -        -          -         -          -           -
Dividends declared ($.33 per
  common share)                 -       -         -     (31.5)       -        -          -         -          -           -
Compensation plans and other    -       -                   -      0.2      4.2          -      (0.3)         -           -
Deferred Compensation-ESOP      -       -         -         -        -        -          -         -          -         3.7
Currency translation            -       -         -         -        -        -          -         -        4.1           -

Balance, September 30, 1994 100.7   $75.5    $261.4    $728.0     (5.2)  ($98.5)     ($6.7)    ($2.6)     $12.0      ($73.5)
</TABLE>

Note 5 - Debt 

Long-term debt at September 30, 1994 and December 31, 1993 consisted of the
following (dollars in millions):
                                                 September 30    December 31
                                                     1994            1993       
Notes, 8.125%, due 1997 (net of discounts
  of $0.1 and $0.2)                                 $ 99.9          $ 99.8
Mortgage notes and other, 3% to 10%,
  payable through 1999                                27.2            27.9
Debentures, 7.375%, due 2023,
  (net of discount of $0.9)                          124.1           124.1
Guaranteed ESOP debt, 8.13%, payable through 2004     75.6            78.0 

                                                     326.8           329.8
Current maturities                                    (5.2)           (5.3) 

      Long-term debt                                $321.6          $324.5 

As of September 30, 1994, the Company and seventeen banks had a short-term
credit agreement for $100 million and a long-term credit agreement for $300
million. With mutual agreement between the Company and the banks, both the
short-term and long-term credit agreements may be extended.

On November 7, 1994, both agreements were amended to reduce facility fees,
extend maturities and reduce spreads on borrowing options. The termination date
of the short-term agreement was extended to November 6, 1995 and the long-term
agreement was extended to December 31, 1999.

Under terms of the amended agreements, the Company has multiple borrowing
options, including borrowings at a corporate base rate, as announced by The
First National Bank of Chicago, or a rate tied to the Eurodollar rate.
Currently, the Company must pay a facility fee of 0.10% on the short-term
agreement and 0.15% on the long-term agreement.

Under the agreements, the Company is subject to interest coverage, net worth
and leverage tests as well as a restriction on secured debt, as defined.  On
the interest coverage test, the Company is required to maintain a ratio of
consolidated income before interest and taxes, as defined, to consolidated
interest expense of not less than 2.0 to 1.0 on a cumulative twelve-month
basis.  The ratio, on a cumulative twelve-month basis, was 7.8 to 1.0 at
September 30, 1994.  The leverage ratio of consolidated total debt to
capitalization, as defined, may not exceed 0.55 to 1.00 and at September 30,
1994, this ratio was 0.27 to 1.00.

<PAGE>

Note 5- Debt (Cont.) 

The Company is also required to maintain shareholders' equity of least $711.6
million, with the required level of shareholders' equity at December 31 of each
year being increased by 50% of net earnings for that year.  The Company has
complied with this limitation and the secured debt limitation as of September
30, 1994. There were no borrowings under the agreements at September 30, 1994.

On September 30, 1994, the Company terminated interest rate swap agreements
totaling $200 million to recognize the loss on these agreements currently for
tax purposes and to shorten the duration of these agreements. The agreements
hedged a portion of the Company's fixed rate debt. A deferred loss of $10.1
million is being amortized over the original terms of the interest rate swap
agreements. The Company replaced these agreements with interest rate swap
agreements totaling $200 million that contain revised rates, shorter terms and
new counterparties. The Company subsequently terminated these agreements on
October 28, 1994.

Note 6 - Litigation 

The Company is subject to certain legal proceedings and claims which have
arisen in the ordinary course of its business and have not been finally
adjudicated.  In light of existing reserves, the Company's litigation and
claims, including that discussed below, when finally resolved, will not, in the
opinion of management, have a material adverse effect on the Company's
consolidated financial position and results of operations.

The Company is involved in certain legal and administrative proceedings under
the Comprehensive Environmental Response, Compensation and Liability Act of
1980 and other federal and state legislation governing the generation and
disposition of certain hazardous wastes.  These proceedings, which involve both
on and off site waste disposal, in many instances seek compensation from the
Company as a waste generator under Superfund legislation which authorizes
action regardless of fault, legality of original disposition or ownership of a
disposal site.

In June 1992, Genmar Industries brought an action against the Company and
certain of its subsidiaries in the United States District Court for the
District of Minnesota, alleging that the Company (i) has monopolized or
attempted to monopolize the sale of recreational marine engines and boats, (ii)
has unlawfully coerced engine purchasers to buy the Company's boats, (iii) has
breached its contract with Genmar, (iv) has not dealt in good faith with
Genmar, and (v) has interfered with Genmar's existing and prospective business
relationships.  Genmar has asked that the Company be required to divest its
boat manufacturing business, be enjoined from continuing its partnership with
Tracker Marine, and pay damages, including treble damages under antitrust
laws.  The Company believes, based upon its assessment of the complaint and in
consultation with counsel, that this litigation is without merit and intends to
defend itself vigorously.  Parties to this suit have exchanged written
discovery and have begun depositions.

The Company has received a Grand Jury subpoena from the U.S. Attorney's Office
in Abingdon, Virginia relating to an investigation of its quality control and
inspection procedures of radomes for F-16 aircraft at its Marion, Virginia
plant.  The Company and the U.S. Attorney are discussing the settlement of this
matter, and the Company does not expect any settlement to have a material
adverse impact on the Company. Until this matter is resolved, the sale of the
Company's Technical Group is being delayed.

<PAGE>

Note 6 - Litigation (Cont.) 

The Federal Trade Commission is conducting an investigation of whether the
formation or operations of Tracker Marine L.P. and the Company's contracts with
Tracker Marine L.P. violate the antitrust laws. The Company has received and
responded to a subpoena seeking information relating to the Company's outboard
motor sales.  The Company understands that other marine companies have received
similar subpoenas from the Federal Trade Commission.
 
Note 7 - Income Taxes 

In January 1994, the Company reached an agreement with the U.S. Internal
Revenue Service ("IRS") regarding its examination of the Company for the years
1985 and 1986.  The issues of this examination dealt primarily with the
deductibility of approximately $500 million of acquired intangible assets,
which the IRS proposed to reclassify to non-deductible intangible assets.
Under the terms of the agreement, the IRS has agreed to allow amortization
deductions for virtually all of the acquired intangible assets, and the Company
has agreed to increase the amortizable lives of most of the acquired intangible
assets.

The revised lives create a temporary difference which resulted in an initial
obligation by the Company to pay the IRS approximately $55 million during the
first quarter of 1994, representing taxes and interest, net of taxes, for the
years 1986 through 1993.  This initial $55 million obligation will subsequently
be reduced by the future tax benefits of the temporary difference created by
the agreeement.  Since the interest was charged to existing reserves and the
taxes paid represent temporary differences which create, and have been recorded
as, deferred tax assets, this agreement had no impact on the Company's
consolidated results of operations.

Note 8 - Segment Data 

The following table sets forth net sales and operating earnings of each of the
Company's industry segments for the quarter and nine-month periods ended
September 30, 1994 and 1993.
                                   Quarter Ended September 30
                              1994                        1993
                        Net        Operating          Net    Operating    
                       Sales       Earnings          Sales   Earnings
                       
Marine               $ 504.0       $   48.5       $  394.5    $   20.1
Recreation             158.1           12.2          144.9        10.2 

 Segments              662.1           60.7          539.4        30.3
Corporate                  -          (11.3)             -        (8.1) 

  Consolidated        $662.1        $  49.4       $  539.4     $  22.2 

                               Nine-Months Ended September 30
                             1994                          1993
                        Net        Operating          Net     Operating
                       Sales       Earnings          Sales    Earnings          
Marine               $1,524.5       $  156.8       $1,198.9     $  53.2
Recreation              520.7           60.7          472.3        57.3 

 Segments             2,045.2          217.5        1,671.2       110.5
Corporate                   -          (35.0)             -       (24.1) 

  Consolidated       $2,045.2       $  182.5       $1,671.2     $  86.4

<PAGE>

                       Management's Discussion and Anaysis
                    Cash Flow, Liquidity and Capital Resources

For the nine months ended September 30, 1994, cash and cash equivalents
decreased $48.1 million compared to an increase of $10.9 million in the first
nine months of 1993.  Net cash provided by operating activities increased to
$96.3 million for the first nine months of 1994 from the $90.3 million in the
same period of 1993. The increase in cash provided by operating activities was
a result of the increase in net earnings to $111.0 million from $28.3 million
in 1993, which was partially offset by increased non-cash working capital
requirements for accounts receivable and inventory and a payment to the IRS in
settlement of a dispute relating to the years 1985 and 1986 (as discussed on
page 8, Note 7).

Net cash used for investing activities in the first nine months of 1994
increased to $106.5 million from $56.9 million in the comparable period of 1993
primarily as a result of investing $41.7 million in marketable securities with
maturities greater than 90 days.

Net cash used for financing activities increased to $37.9 million in the first
nine months of 1994 from $22.5 million in the same period of 1993. The net cash
used increased primarily because the 1993 financing activity includes $13.8
million, net from the sale of the 7 3/8% debentures in August 1993, less the
redemption of the 9 7/8% debentures.

Working capital at September 30, 1994 was $483.7 million compared to $347.8
million at December 31, 1993.  The Company's current ratio was 1.7 at September
30, 1994 compared to 1.6 at December 31, 1993.

Total debt at September 30, 1994 was $334.1 million compared to $336.4 million
at December 31, 1993.  The Company's debt-to-capitalization ratio was 27.2% at
September 30, 1994 compared to 29.5% at December 31, 1993.

The Company maintains a $100 million short-term and a $300 million long-term
line of credit agreement with a group of banks. For an explanation of the
agreement and a discussion of the specific covenant restrictions, see page 6,
Note 5 - Debt.

Capital expenditures for the first nine months of 1994 wer $60.3 million
compared to $56.9 million for the comparable period of 1993.  The Company 
believes that operating cash flows and existing cash balances, supplemented
when necessary with short and/or long-term borrowings, will continue to
provide the financial resources necessary for capital expenditures and     
working capital requirements.
<PAGE>                             
                                                         
                      Management's Discussion and Analysis
                             Results of Operations        
              Third Quarter and First Nine Months of 1994 vs. 1993

Net Sales 

Consolidated net sales for the third quarter of 1994 rose 23% to $662.2 million
from $539.5 million in the third quarter of 1993. For the nine months ended
September 30, 1994, net sales from continuing operations improved 22% to
$2,045.2 million from $1,671.2 million for the same period of 1993. The
improvements in both reporting periods were the result of increases in both the
Marine and Recreation segments.

The Marine segment net sales for the third quarter of 1994 were $504.0 million
compared to $394.5 million in the 1993 period, or an increase of 28%. For the
nine months ended September 30, 1994, net sales improved to $1,524.5 million,
or 27%, over the first nine months of 1993. For the quarter ended September 30,
1994, international sales increased 29% and domestic sales increased 27% over
the prior year. The quarterly improvement was led by strong international
demand for marine engines and continued improvement in demand for boats
worldwide. For the nine months ended September 30, 1994, domestic sales
improved 30% and international sales rose 16% over prior year levels.
Worldwide demand for marine engines and boats was responsible for the increase.
Dealer inventories have risen slighty due to their stocking to meet increased
retail sales demand, but remain at relatively low levels.

The Recreation segment's third quarter net sales increased 9% to $158.1 million
from $144.9 million for the same period of 1993.  For the nine months ended
September 30, 1994, net sales rose 10% to $520.7 million compared to $472.3
million in 1993.  The increase in third quarter 1994 sales resulted primarily
from continued increased international demand for Brunswick Division's bowling
capital equipment in European and Asian markets. The Zebco and BRC Divisions
third quarter sales were relatively flat compared to the 1993 quarter. For the
nine months the sales increase also resulted primarily from the Brunswick
Division's increased international bowling capital equipment sales and from
strong domestic sales by the Zebco Division in the second quarter of 1994. BRC
Division sales are flat compared to the 1993 levels due to reduced bowling
lineage as a result of the severe winter weather experienced in many sections
of the United States and Canada, and the California earthquake, which closed
several recreation centers in the first quarter of 1994.

Operating Earnings 

For the third quarter of 1994, operating earnings were $49.4 million compared
to $22.2 million in the third quarter of 1993. For the nine months ended
September 30, 1994, operating earnings rose to $182.5 million compared to $86.4
million for the same period of 1993.
 
The Marine segment reported operating earnings of $48.5 million for the third
quarter of 1994 compared to $20.1 million for the same period of 1993. For the 
nine months ended September 30, 1994, operating earnings increased to $156.8
million from the $53.2 million in the comparable period of 1993.

<PAGE>

Operating Earnings (Cont.) 

For both reporting periods, the previously discussed domestic and international
sales increases, a more favorable product mix and the benefits of the cost
reductions ations and consolidation programs that began in 1989 accounted for 
the improvement.

The Recreation segment operating earnings increased 20% to $12.2 million in the
third quarter of 1994 from $10.2 million in the same period of 1993. For the
nine months ended September 30, 1994, operating earnings were $60.7 million
compared to $57.3 million in the 1993 period. The operating earnings increase
in the third quarter resulted from the sales increases discussed previously
offset in part by Zebco Division's reduced earnings, reflecting lower margins
domestically and disappointing international results. BRC division's operating
results improved slightly. For the nine month period, the operating earnings
increase is attributable to the sales increases discussed previously, offset in
part by the operating losses experienced by the golf unit of the Brunswick
division and start-up costs associated with the BRC division's new Circus World
Pizza operations.

Corporate expenses increased to $11.3 million in the third quarter of 1994 from
$8.1 million in 1993. The increase was primarily due to increased compensation
related expenses of $1.7 million and losses on interest rate swaps of $0.7
million.  For the nine months ended September 30, 1994 corporate expenses
increased to $35.0 million from $24.1 million in 1993 primarily due to losses
on interest rate swaps of $2.8 million, increased compensation related expenses
of $3.5 million and a second quarter severance charge of $1.6 million.

Interest Expense and Other Items, Net 

Interest expense for the first nine months of 1994 declined to $20.3 million
from $20.8 million in the same period of 1993. The decline resulted primarily
from lower average levels of ESOP and other debt, and reduced interest expense
on the $125 million 7.375% debentures that were issued on August 25, 1993
versus the $100 million 9.875% sinking fund debentures that were redeemed on
August 9, 1993. For the third quarter 1994, interest income and other items,
net decreased to $1.6 million from $2.9 million for the same period of 1993
primarily due to increased foreign currency losses. For the nine months ended
September 30, 1994, interest income and other items, net of $11.3 million was
flat compared to 1993 primarily as the increased foreign currency losses in the
third quarter of 1994 offset increased equity in earnings of unconsolidated
affiliates and interest income reported for the first six months of 1994.

Income Taxes 

The effective tax rate from continuing operations for first nine months of 1994
was 36% compared to 38% for the same period of 1993. The decline in the
effective tax rate resulted primarily from increased tax credits and the impact
of tax rates on the mix of the Company's income, as well as the settlement of a
dispute with the IRS, as discussed in Note 7 on page 8. The effective tax rate
for both periods exceeds the statutory rate due to the impact of nondeductible
permanent differences and the effect of higher foreign tax rates. The effective
tax rate from continuing operations for the third quarter of 1994 was 33%
compared to 19% for the same period of 1993. The 1994 third quarter rate
reflects the adjustment to an effective tax rate of 36% at September 30, 1994
from the 37% effective rate used for the six months ended June 30, 1994. The
1993 third quarter tax rate benefited from a reduction in the nine month
effective tax rate to 38% from 44% used for the first six months as a result of
changes to the U.S. Federal income tax l<PAGE>

                           Part II.  Other Information


Item 6.  Exhibits and Reports on Form 8-K 

         (a)  Exhibits.

              27. Financial Data Schedule.

         (b)  Reports on Form 8-K.

                    The Company filed no reports on Form 8-K during the three
              months ended September 30, 1994.


<PAGE>

                                   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.

                                        Brunswick Corporation



November 9, 1994                        By /s/ Thomas K. Erwin, Controller   

*Mr. Erwin is signing this report both as a duly authorized officer and as the
chief accounting officer.





















































<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                         200,700
<SECURITIES>                                    41,700
<RECEIVABLES>                                  268,900
<ALLOWANCES>                                    19,200
<INVENTORY>                                    385,500
<CURRENT-ASSETS>                             1,133,500
<PP&E>                                       1,181,400
<DEPRECIATION>                                 637,000
<TOTAL-ASSETS>                               2,155,400
<CURRENT-LIABILITIES>                          649,800
<BONDS>                                        321,600
<COMMON>                                        75,500
                                0
                                          0
<OTHER-SE>                                     820,100
<TOTAL-LIABILITY-AND-EQUITY>                 2,155,400
<SALES>                                      2,045,200
<TOTAL-REVENUES>                             2,045,200
<CGS>                                        1,466,400
<TOTAL-COSTS>                                1,466,400
<OTHER-EXPENSES>                               396,300
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              20,300
<INCOME-PRETAX>                                173,500
<INCOME-TAX>                                    62,500
<INCOME-CONTINUING>                            111,000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   111,000
<EPS-PRIMARY>                                     1.16
<EPS-DILUTED>                                     1.16
        

</TABLE>


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