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November 18, 2022
David Foulkes
Chief Executive Officer
Brunswick Corporation
26125 N. Riverwoods Blvd., Suite 500
Mettawa, IL 60045-3420
Re:Brunswick Corporation
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed February 16, 2022
File No. 001-01043
Dear David Foulkes:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 32
1.We note your disclosure for the "summary of Adjusted operating earnings and Adjusted
diluted earnings per common share."  Please revise to clarify that this is a "reconciliation"
of your non-GAAP measures and consider clearly labeling each measure, both here and in
the Form 8-K earnings releases as non-GAAP rather than "adjusted" so that the intent of
this disclosures is clear.
2.You state that net sales increased during fiscal 2021 compared to 2020 due to increased
volume from strong global demand for marine products, market share gains and higher
pricing.  You refer to the segment discussion for further details on the drivers of net sales
changes, however, such disclosure refers to the "factors affecting all of [y]our segments as
previously mentioned."  Please revise to include both a quantitative and qualitative

 FirstName LastNameDavid Foulkes
 Comapany NameBrunswick Corporation
 November 18, 2022 Page 2
 FirstName LastName
David Foulkes
Brunswick Corporation
November 18, 2022
Page 2
discussion of the various factors, including any offsetting factors, that impacted each
of your consolidated and segment revenues. For example, include a quantified discussion
regarding the impact of price versus volume on your net sales, and if specific products had
a significant impact, either positively or negatively on the segment net sales growth, revise
to disclose as such.  Refer to Item 303(b) of Regulation S-K.
3.We note your disclosures that "excluding certain one-time items presented above," selling
general and administrative expense (SG&A) as a percentage of sales was lower in fiscal
2021.  Please tell us what the one-time items is referring to and to the extent you are
adjusting for non-GAAP items, revise to include a discussion of your GAAP SG&A with
greater prominence.  Refer to Question 102.10 of the non-GAAP C&DIs.  In addition, you
cite several factors that impacted your SG&A expenses such as increased spending on
sales and marketing, ACES programs, growth initiatives, and variable compensation
costs. Where a material change from period-to-period is due to two or more factors,
including any offsetting factors, revise to describe the underlying reasons for such changes
in both quantitative and qualitative terms.  Similar revisions should be made to your gross
margin discussion.
4.We note that during each of the last three fiscal years and to date in fiscal 2022 you
implemented various strategic initiatives to improve your cost structure, general operating
efficiencies and utilization of production capacity.  Your discussion of restructuring
activities on page 33 provides a cross reference to Note 4.  Please tell us how your current
disclosures address the disclosure guidance in SAB Topic 5.P.4, or revise as necessary.
Liquidity and Capital Resources, page 41
5.We note your disclosure regarding the dollar amount of future contractual cash obligations
as of December 31, 2021. Please revise to also include a quantified discussion of the cash
requirements related to the credit facility fee as discussed in Note 16. To the extent that
such amounts are already reflected in the amounts disclosed, please revise and clarify
accordingly. Refer to Item 303(b)(1) of Regulation S-K.
Critical Accounting Estimates, page 42
6.Your Critical Accounting Estimates appear to repeat your accounting policy disclosures in
the notes to the consolidated financial statements. Please revise to explain why each
critical accounting estimate is subject to uncertainty and, to the extent the information is
material and reasonably available, how much each estimate and/or assumption has
changed over a relevant period, and the sensitivity of the reported amounts to the material
methods, assumptions and estimates underlying its calculation. Refer to Item 303(b)(3) of
Regulation S-K.

 FirstName LastNameDavid Foulkes
 Comapany NameBrunswick Corporation
 November 18, 2022 Page 3
 FirstName LastName
David Foulkes
Brunswick Corporation
November 18, 2022
Page 3
Notes to Consolidated Financial Statements
Note 6. Segment Information, page 73
7.We note that the Engine Parts and Accessories and Advanced Systems Group operating
segments have been aggregated into a single reportable segment, Parts & Accessories.
Please provide us with an analysis of each of the criteria in ASC 280-10-50-11 to support
such aggregation.  Also, tell us how the acquisitions and integrations of Navico and
RELiON impacted your evaluation, if at all.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Chen Chen, Staff Accountant, at 202-551-7351 or Kathleen Collins,
Accounting Branch Chief, at 202-551-3499 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ryan M. Gwillim