UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM 10-Q

_____________________________________

(Mark One)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~December 27, 2015



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 1-1370

BRIGGS & STRATTON CORPORATION

(Exact name of registrant as specified in its charter)

_____________________________________



Wisconsin		39-0182330
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12301 West Wirth Street, Wauwatosa, Wisconsin 53222

(Address of Principal Executive Offices) (Zip Code)

(414) 259-5333

(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 ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.



Class		Outstanding at ~~October 30, 2015~~January 29, 2016
COMMON STOCK, par value $0.01 per share		~~44,225,022~~43,148,318 Shares

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

INDEX



		Page No.

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets – ~~September~~December 27, 2015 and June 28, 2015	3

	Condensed Consolidated Statements of Operations – Three and Six Months Ended ~~September~~December 27, 2015 and ~~September~~December 28, 2014	5

	Condensed Consolidated Statements of Comprehensive ~~Loss~~Income (Loss) – Three and Six Months Ended ~~September~~December 27, 2015 and ~~September~~December 28, 2014	6

	Condensed Consolidated Statements of Cash Flows – ~~Three~~Six Months Ended ~~September~~December 27, 2015 and ~~September~~December 28, 2014	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2732

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3339

Item 4.	Controls and Procedures	3339

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	3339

Item 1A.	Risk Factors	3339

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3339

Item 6.	Exhibits	3440

Signatures		3541

Exhibit Index		3642

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

ASSETS



	September 27, 2015		June 28, 2015		December 27, 2015		June 28, 2015
CURRENT ASSETS:
Cash and Cash Equivalents	$	53,995	$	118,390	$	60,367	$	118,390
Accounts Receivable, Net	168,964		215,841		182,126		215,841
Inventories -
Finished Products	337,638		266,726		361,432		266,726
Work in Process	126,337		101,285		136,800		101,285
Raw Materials	9,798		10,677		7,090		10,677
Total Inventories	473,773		378,688		505,322		378,688
Deferred Income Tax Asset	46,096		45,871		46,135		45,871
Prepaid Expenses and Other Current Assets	47,006		36,453		42,150		36,453
Total Current Assets	789,834		795,243		836,100		795,243
OTHER ASSETS:
Goodwill	167,859		165,522		168,032		165,522
Investments	31,432		30,779		34,538		30,779
Debt Issuance Costs	3,481		3,714		3,250		3,714
Other Intangible Assets, Net	107,237		111,280		106,392		111,280
Long-Term Deferred Income Tax Asset	17,571		22,452		16,321		22,452
Other Long-Term Assets, Net	15,731		15,134		15,819		15,134
Total Other Assets	343,311		348,881		344,352		348,881
PLANT AND EQUIPMENT:
Cost	1,039,144		1,035,326		1,029,224		1,035,326
Less - Accumulated Depreciation	727,601		720,488		717,625		720,488
Total Plant and Equipment, Net	311,543		314,838		311,599		314,838
TOTAL ASSETS	$	1,444,688	$	1,458,962	$	1,492,051	$	1,458,962

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(In thousands, except per share data)

(Unaudited)

LIABILITIES & SHAREHOLDERS’ INVESTMENT



	September 27, 2015			June 28, 2015			December 27, 2015			June 28, 2015
CURRENT LIABILITIES:
Accounts Payable	$	184,264		$	182,676		$	189,624		$	182,676
Short-Term Debt	38,410			—			93,243			—
Accrued Liabilities	143,332			152,440			140,027			152,440
Total Current Liabilities	366,006			335,116			422,894			335,116
OTHER LIABILITIES:
Accrued Pension Cost	203,931			208,623			199,597			208,623
Accrued Employee Benefits	23,233			23,298			22,970			23,298
Accrued Postretirement Health Care Obligation	45,382			47,545			42,989			47,545
Deferred Income Tax Liability	366			223			154			223
Other Long-Term Liabilities	47,627			44,907			47,650			44,907
Long-Term Debt	225,000			225,000			225,000			225,000
Total Other Liabilities	545,539			549,596			538,360			549,596
SHAREHOLDERS’ INVESTMENT:
Common Stock - Authorized 120,000 shares, $.01 par value, issued 57,854 shares	579			579			579			579
Additional Paid-In Capital	71,040			77,272			72,533			77,272
Retained Earnings	1,047,338			1,071,493			1,053,983			1,071,493
Accumulated Other Comprehensive Loss	(289,741		)	(279,110		)	(287,678		)	(279,110		)
Treasury Stock at cost, 13,575 and 13,480 shares, respectively	(296,073		)	(295,984		)
Treasury Stock at cost, 14,274 and 13,480 shares, respectively							(308,620		)	(295,984		)
Total Shareholders’ Investment	533,143			574,250			530,797			574,250
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT	$	1,444,688		$	1,458,962		$	1,492,051		$	1,458,962

The accompanying notes are an integral part of these statements.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended						Three Months Ended						Six Months Ended
	September 27, 2015			September 28, 2014			December 27, 2015			December 28, 2014			December 27, 2015			December 28, 2014
NET SALES	$	289,458		$	292,629		$	413,379		$	444,287		$	702,837		$	736,916
COST OF GOODS SOLD	237,287			238,462			319,036			349,573			556,323			588,035
RESTRUCTURING CHARGES	2,459			6,846			2,647			6,846			5,106			13,692
Gross Profit	49,712			47,321			91,696			87,868			141,408			135,189
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	72,134			70,084			72,559			73,970			144,693			144,053
RESTRUCTURING CHARGES	914			955			372			583			1,286			1,538
Loss from Operations	(23,336		)	(23,718		)
Income (Loss) from Operations							18,765			13,315			(4,571		)	(10,402		)
INTEREST EXPENSE	(4,536		)	(4,518		)	(5,013		)	(4,890		)	(9,549		)	(9,408		)
OTHER INCOME, Net	1,455			2,373			2,383			2,052			3,838			4,425
Loss Before Income Taxes	(26,417		)	(25,863		)
CREDIT FOR INCOME TAXES	(8,246		)	(10,584		)
NET LOSS	$	(18,171	)	$	(15,279	)
Income (Loss) Before Income Taxes							16,135			10,477			(10,282		)	(15,385		)
PROVISION (CREDIT) FOR INCOME TAXES							3,575			3,534			(4,671		)	(7,049		)
NET INCOME (LOSS)							$	12,560		$	6,943		$	(5,611	)	$	(8,336	)

EARNINGS (LOSS) PER SHARE
Basic	$	(0.42	)	$	(0.34	)	$	0.28		$	0.15		$	(0.13	)	$	(0.19	)
Diluted	(0.42		)	(0.34		)	0.28			0.15			(0.13		)	(0.19		)

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic	43,478			45,113			43,374			44,579			43,426			44,827
Diluted	43,478			45,113			43,470			44,629			43,426			44,827

DIVIDENDS PER SHARE	$	0.135		$	0.125		$	0.135		$	0.125		$	0.27		$	0.25

The accompanying notes are an integral part of these statements.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~LOSS~~INCOME (LOSS)

(In thousands)

(Unaudited)

Three Months Ended
September 27,
2015 September 28,
2014
Net Loss $ (18,171 ) $ (15,279 )
Other Comprehensive Income (Loss):
Cumulative Translation Adjustments (12,473 ) (9,907 )
Unrealized Gain (Loss) on Derivative Instruments, Net of Tax (351 ) 3,667
Unrecognized Pension & Postretirement Obligation, Net of Tax 2,193
2,355
Other Comprehensive Loss (10,631 ) (3,885 )
Total Comprehensive Loss $ (28,802 ) $ (19,164 )



	Three Months Ended						Six Months Ended
	December 27, 2015			December 28, 2014			December 27, 2015			December 28, 2014
Net Income (Loss)	$	12,560		$	6,943		$	(5,611	)	$	(8,336	)
Other Comprehensive Income (Loss):
Cumulative Translation Adjustments	(1,710		)	(11,213		)	(14,183		)	(21,120		)
Gain (Loss) on Derivative Instruments, Net of Tax	(950		)	(161		)	(1,301		)	3,506
Pension & Postretirement Obligation, Net of Tax	2,360			2,397			4,553			4,752
Gain on Marketable Securities, Net of Tax	2,363			—			2,363			—
Other Comprehensive Income (Loss)	2,063			(8,977		)	(8,568		)	(12,862		)
Total Comprehensive Income (Loss)	$	14,623		$	(2,034	)	$	(14,179	)	$	(21,198	)

The accompanying notes are an integral part of these statements.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Three Months Ended							Six Months Ended
	September 27, 2015				September 28, 2014			December 27, 2015			December 28, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(18,171	)		$	(15,279	)	$	(5,611	)	$	(8,336	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation and Amortization	13,397				12,939			26,856			26,026
Stock Compensation Expense	1,627				1,605			3,204			3,382
Loss on Disposition of Plant and Equipment	46				75			249			132
Provision for Deferred Income Taxes	3,844				4,558			2,435			8,420
Equity in Earnings of Unconsolidated Affiliates	(1,436		)		(1,887		)	(3,187		)	(3,341		)
Dividends Received from Unconsolidated Affiliates	728				1,750			4,436			4,381
Non-Cash Restructuring Charges	229				5,165			1,611			9,190
Change in Operating Assets and Liabilities:
Accounts Receivable	45,558				70,347			28,924			24,305
Inventories	(95,342		)		(117,735		)	(127,537		)	(151,170		)
Other Current Assets	2,408				8,628			3,649			7,659
Accounts Payable, Accrued Liabilities and Income Taxes	(30,337		)		(13,596		)	(25,552		)	(26,912		)
Other, Net	(5,240		)		(5,448		)	(8,112		)	(7,768		)
Net Cash Used in Operating Activities	(82,689		)		(48,878		)	(98,635		)	(114,032		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Plant and Equipment	(12,428		)		(7,390		)	(25,843		)	(23,289		)
Proceeds Received on Disposition of Plant and Equipment	515				172			997			289
Cash Paid for Acquisition, Net of Cash Acquired	(2,174		)		(62,056		)	(2,174		)	(62,056		)
Net Cash Used in Investing Activities	(14,087		)		(69,274		)	(27,020		)	(85,056		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowings on Revolver	38,410				—			93,243			87,000
Treasury Stock Purchases	(11,178		)		(17,761		)	(24,903		)	(27,598		)
Stock Option Exercise Proceeds and Tax Benefits	6,433				3,151			7,230			3,652
Net Cash Provided by (Used in) Financing Activities	33,665				(14,610		)
Cash Dividends Paid								(5,992		)	(5,718		)
Net Cash Provided by Financing Activities								69,578			57,336
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(1,284		)		(8		)	(1,946		)	(1,226		)
NET DECREASE IN CASH AND CASH EQUIVALENTS	(64,395		)		(132,770		)	(58,023		)	(142,978		)
CASH AND CASH EQUIVALENTS, Beginning	118,390			��	194,668			118,390			194,668
CASH AND CASH EQUIVALENTS, Ending	$	53,995			$	61,898		$	60,367		$	51,690

The accompanying notes are an integral part of these statements.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General Information

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and therefore do not include all information and footnotes necessary for a fair statement of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but also does not include all disclosures required by accounting principles generally accepted in the United States. However, in the opinion of Briggs & Stratton Corporation (the Company), adequate disclosures have been presented to prevent the information from being misleading, and all adjustments necessary to fairly present the results of operations and financial position have been included. All of these adjustments are of a normal recurring nature, except as otherwise noted.

Interim results are not necessarily indicative of results for a full year. The information included in these condensed consolidated financial statements should be read in conjunction with the financial statements and the notes thereto that were included in the Company's latest Annual Report on Form 10-K.

2. New Accounting Pronouncements

In ~~May 2014,~~November 2015, the Financial Accounting Standard Board ("FASB") issued Accounting Standards Update ("ASU") No. 2015-07, "Balance Sheet Classification of Deferred Taxes (Topic 740)." Current guidance requires an entity to separate deferred income tax liabilities and assets into current and noncurrent amounts in a classified statement of financial position; however, the new guidance requires that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. This guidance is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is permitted. The Company is currently assessing the potential impact of this new accounting pronouncement on the Company's financial position.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, under either full or modified retrospective adoption. Early application is only permitted for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently assessing the potential impact of this new accounting pronouncement on the Company's results of operations, financial position, and cash flows.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

3. Accumulated Other Comprehensive Income (Loss)

The following tables set forth the changes in accumulated other comprehensive income (loss) (in thousands):


	Three Months Ended September 27, 2015												Three Months Ended December 27, 2015
	Cumulative Translation Adjustments			Derivative Financial Instruments			Pension and Postretirement Benefit Plans			Total			Cumulative Translation Adjustments			Derivative Financial Instruments			Pension and Postretirement Benefit Plans			Marketable Securities			Total
Beginning Balance	$	(19,117	)	$	1,212		$	(261,205	)	$	(279,110	)	$	(31,590	)	$	861		$	(259,012	)	$	—		$	(289,741	)
Other Comprehensive Income (Loss) Before Reclassification	(12,473		)	2,176			—			(10,297		)	(1,710		)	(6		)	—			3,780			2,064
Income Tax Benefit (Expense)	—			(816		)	—			(816		)	—			2			—			(1,417		)	(1,415		)
Net Other Comprehensive Income (Loss) Before Reclassifications	(12,473		)	1,360			—			(11,113		)	(1,710		)	(4		)	—			2,363			649
Reclassifications:
Realized (Gains) Losses - Foreign Currency Contracts (1)	—			(3,171		)	—			(3,171		)	—			(2,073		)	—			—			(2,073		)
Realized (Gains) Losses - Commodity Contracts (1)	—			132			—			132			—			260			—			—			260
Realized (Gains) Losses - Interest Rate Swaps (1)	—			302			—			302			—			298			—			—			298
Amortization of Prior Service Costs (Credits) (2)	—			—			(620		)	(620		)	—			—			(619		)	—			(619		)
Amortization of Actuarial Losses (2)	—						4,129			4,129			—			—			4,397			—			4,397
Total Reclassifications Before Tax	—			(2,737		)	3,509			772			—			(1,515		)	3,778			—			2,263
Income Tax Expense (Benefit)	—			1,026			(1,316		)	(290		)	—			569			(1,418		)	—			(849		)
Net Reclassifications	—			(1,711		)	2,193			482			—			(946		)	2,360			—			1,414
Other Comprehensive Income (Loss)	(12,473		)	(351		)	2,193			(10,631		)	(1,710		)	(950		)	2,360			2,363			2,063
Ending Balance	$	(31,590	)	$	861		$	(259,012	)	$	(289,741	)	$	(33,300	)	$	(89	)	$	(256,652	)	$	2,363		$	(287,678	)

(1) Amounts reclassified to net income (loss) are included in net sales or cost of goods sold. See Note 10 for information related to derivative financial instruments.

(2) Amounts reclassified to net income (loss) are included in the computation of net periodic expense, which is presented in cost of goods sold or engineering, selling, general and administrative expenses. See Note 8 for information related to pension and postretirement benefit plans.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES



	Three Months Ended December 28, 2014
	Cumulative Translation Adjustments			Derivative Financial Instruments			Pension and Postretirement Benefit Plans			Total
Beginning Balance	$	3,146		$	2,583		$	(204,871	)	$	(199,142	)
Other Comprehensive Income (Loss) Before Reclassification	(11,213		)	987			—			(10,226		)
Income Tax Benefit (Expense)	—			(375		)	—			(375		)
Net Other Comprehensive Income (Loss) Before Reclassifications	(11,213		)	612			—			(10,601		)
Reclassifications:
Realized (Gains) Losses - Foreign Currency Contracts (1)	—			(1,904		)	—			(1,904		)
Realized (Gains) Losses - Commodity Contracts (1)	—			343			—			343
Realized (Gains) Losses - Interest Rate Swaps (1)	—			314			—			314
Amortization of Prior Service Costs (Credits) (2)	—			—			(644		)	(644		)
Amortization of Actuarial Losses (2)	—			—			4,510			4,510
Total Reclassifications Before Tax	—			(1,247		)	3,866			2,619
Income Tax Expense (Benefit)	—			474			(1,469		)	(995		)
Net Reclassifications	—			(773		)	2,397			1,624
Other Comprehensive Income (Loss)	(11,213		)	(161		)	2,397			(8,977		)
Ending Balance	$	(8,067	)	$	2,422		$	(202,474	)	$	(208,119	)

(1) Amounts reclassified to net income (loss) are included in net sales or cost of goods sold. See Note 10 for information related to derivative financial instruments.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES


	Three Months Ended September 28, 2014												Six Months Ended December 27, 2015
	Cumulative Translation Adjustments			Derivative Financial Instruments			Pension and Postretirement Benefit Plans			Total			Cumulative Translation Adjustments			Derivative Financial Instruments			Pension and Postretirement Benefit Plans			Marketable Securities			Total
Beginning Balance	$	13,053		$	(1,084	)	$	(207,226	)	$	(195,257	)	$	(19,117	)	$	1,212		$	(261,205	)	$	—		$	(279,110	)
Other Comprehensive Income (Loss) Before Reclassification	(9,907		)	5,818			—			(4,089		)	(14,183		)	2,170			—			3,780			(8,233		)
Income Tax Benefit (Expense)	—			(2,211		)	—			(2,211		)	—			(814		)	—			(1,417		)	(2,231		)
Net Other Comprehensive Income (Loss) Before Reclassifications	(9,907		)	3,607			—			(6,300		)	(14,183		)	1,356			—			2,363			(10,464		)
Reclassifications:
Realized (Gains) Losses - Foreign Currency Contracts (1)	—			(393		)	—			(393		)	—			(5,244		)	—			—			(5,244		)
Realized (Gains) Losses - Commodity Contracts (1)	—			179			—			179			—			392			—			—			392
Realized (Gains) Losses - Interest Rate Swaps (1)	—			311			—			311			—			600			—			—			600
Amortization of Prior Service Costs (Credits) (2)	—			—			(645		)	(645		)	—			—			(1,239		)	—			(1,239		)
Amortization of Actuarial Losses (2)	—			—			4,444			4,444			—			—			8,526			—			8,526
Total Reclassifications Before Tax	—			97			3,799			3,896			—			(4,252		)	7,287			—			3,035
Income Tax Expense (Benefit)	—			(37		)	(1,444		)	(1,481		)	—			1,595			(2,734		)	—			(1,139		)
Net Reclassifications	—			60			2,355			2,415			—			(2,657		)	4,553			—			1,896
Other Comprehensive Income (Loss)	(9,907		)	3,667			2,355			(3,885		)	(14,183		)	(1,301		)	4,553			2,363			(8,568		)
Ending Balance	$	3,146		$	2,583		$	(204,871	)	$	(199,142	)	$	(33,300	)	$	(89	)	$	(256,652	)	$	2,363		$	(287,678	)

(1) Amounts reclassified to net income (loss) are included in net sales or cost of goods sold. See Note 10 for information related to derivative financial instruments.

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	Six Months Ended December 28, 2014
	Cumulative Translation Adjustments			Derivative Financial Instruments			Pension and Postretirement Benefit Plans			Total
Beginning Balance	$	13,053		$	(1,084	)	$	(207,226	)	$	(195,257	)
Other Comprehensive Income (Loss) Before Reclassification	(21,120		)	6,805			—			(14,315		)
Income Tax Benefit (Expense)	—			(2,586		)	—			(2,586		)
Net Other Comprehensive Income (Loss) Before Reclassifications	(21,120		)	4,219			—			(16,901		)
Reclassifications:										—
Realized (Gains) Losses - Foreign Currency Contracts (1)	—			(2,297		)	—			(2,297		)
Realized (Gains) Losses - Commodity Contracts (1)	—			522			—			522
Realized (Gains) Losses - Interest Rate Swaps (1)	—			625			—			625
Amortization of Prior Service Costs (Credits) (2)	—			—			(1,289		)	(1,289		)
Amortization of Actuarial Losses (2)	—			—			8,955			8,955
Total Reclassifications Before Tax	—			(1,150		)	7,666			6,516
Income Tax Expense (Benefit)	—			437			(2,914		)	(2,477		)
Net Reclassifications	—			(713		)	4,752			4,039
Other Comprehensive Income (Loss)	(21,120		)	3,506			4,752			(12,862		)
Ending Balance	$	(8,067	)	$	2,422		$	(202,474	)	$	(208,119	)

(1) Amounts reclassified to net income (loss) are included in net sales or cost of goods sold. See Note 10 for information related to derivative financial instruments.

4. Acquisitions

On August 29, 2014, the Company acquired all of the outstanding shares of Allmand Bros., Inc. ("Allmand") of Holdrege, Nebraska for total cash consideration of $59.9 million, net of cash acquired. Allmand is a leading designer and manufacturer of high quality towable light towers, industrial heaters, and solar LED arrow boards. Its products are used in a variety of industries, including construction, roadway, oil and gas, mining, and sporting and special events. Allmand's products are generally powered by diesel engines, and distributed through national and regional equipment rental companies, equipment dealers and distributors. Allmand sells its products and service parts in approximately 40 countries. During fiscal 2015, the Company recorded a purchase price allocation based on its estimates of fair value. The purchase price allocation resulted in the recognition of $15.6 million of goodwill, which was allocated to the Products Segment, and $24.1 million of intangible assets, including $15.7 million of customer relationships, $8.1 million of tradenames, and $0.3 million of other intangible assets.

On May 20, 2015, the Company acquired all of the outstanding shares of Billy Goat Industries, Inc. ("Billy Goat") of Lee's Summit, Missouri for total cash consideration of $28.3 million, net of cash acquired. Billy Goat is a leading manufacturer of specialty turf equipment, which includes aerators, sod cutters, overseeders, power rakes, brush cutters, walk behind blowers, lawn vacuums, and debris loaders. During fiscal 2015, the Company recorded a purchase price allocation based on its estimates of fair value. The purchase price allocation resulted in the recognition of $9.2 million of goodwill, which was allocated to the Products Segment, and $16.4 million of intangible assets, including $12.0 million of customer relationships, $4.0 million of tradenames, and $0.4 million of other intangible assets.

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The results of operations of the acquisitions have been included in the Consolidated Condensed Statements of Operations since the date of acquisition. Pro forma financial information and allocation of the purchase price are not presented as the effects of the acquisitions are not material to the Company's consolidated results of operations or financial position.

5. Restructuring Actions

In fiscal 2015, the Company announced and began implementing restructuring actions to narrow its assortment of lower-priced Snapper consumer lawn and garden equipment and consolidate its Products Segment manufacturing facilities in order to further reduce costs. The Company continues to focus on premium residential products to customers through its Snapper and Simplicity brands and commercial products through its Snapper Pro and Ferris brands. The Company closed its McDonough, Georgia location in the fourth quarter of fiscal 2015 and consolidated production into existing facilities. Production of pressure washers, riding mowers, and snow throwers have been moved to the Company's Wauwatosa, Wisconsin facility. At ~~September~~Decemer 27, 2015, the Company had ~~$3.8~~$3.6 million classified as assets held for sale, which is included in Prepaid Expenses and Other Current Assets within the Condensed Consolidated Balance Sheets, related to the McDonough, Georgia location.

The Products Segment recorded pre-tax charges of $3.0 million and $5.0 million during the second quarter and first six months of fiscal 2016, respectively. As of December 27, 2015, the Products Segment cumulative pre-tax restructuring costs associated with the restructuring actions announced in fiscal 2015 are $32.3 million. Total cumulative pre-tax restructuring cost estimates for the Product Segment restructuring actions are $33 million to $35 million.

During the first quarter of fiscal 2016, the Company implemented restructuring actions within the Engines Segment. These actions, which were completed in the first quarter of fiscal 2016, included a headcount reduction at its plant in Chongqing, China to offset lower production of engines used on snow throwers as well as changes in salaried personnel in the United States. The Engines Segment recorded pre-tax charges of $1.4 million during the first quarter of fiscal 2016, which represented the cumulative pre-tax restructuring costs and the total costs expected to be incurred under these restructuring actions.

The Company reports restructuring charges associated with manufacturing and related initiatives as costs of goods sold within the Condensed Consolidated Statements of Operations. Restructuring charges reflected as costs of goods sold include, but are not limited to, termination and related costs associated with manufacturing employees, asset impairments and accelerated depreciation relating to manufacturing initiatives, and other costs directly related to the restructuring initiatives implemented. The Company reports all other non-manufacturing related restructuring charges as engineering, selling, general and administrative expenses within the Condensed Consolidated Statements of Operations.

The restructuring actions discussed above resulted in pre-tax charges of ~~$3.4~~$3.0 million ($~~2.2~~2.0 million after tax or $0.05 per diluted share) and $6.4 million ($4.2 million after tax or $0.09 per diluted share) for the second quarter and first ~~quarter of fiscal 2016. The Engines Segment recorded pre-tax charges of $1.4 million during the first quarter~~six months of fiscal 2016, which represents the cumulative pre-tax restructuring costs and the total costs expected to be incurred under these restructuring actions. The Products Segment recorded pre-tax charges of $2.0 million during the first quarter of fiscal 2016. As of September 27, 2015, the Products Segment cumulative pre-tax restructuring costs associated with the restructuring actions announced in fiscal 2015 are $29.3 million. Total cumulative estimated pre-tax restructuring cost estimates for the Product Segment restructuring actions are $31 million to $35 million.respectively.

The following is a rollforward of the restructuring reserve (included in Accrued Liabilities within the Condensed Consolidated Balance Sheets) attributable to Engines Segment restructuring activities for the ~~three~~six month period ended ~~September~~December 27, 2015 (in thousands):


	Termination Benefits			Other Costs		Total			Termination Benefits			Other Costs		Total
Reserve Balance at June 28, 2015	$	—		$	—	$	—		$	—		$	—	$	—
Provisions	1,354			—		1,354			1,354			—		1,354
Cash Expenditures	(535		)	—		(535		)	(638		)	—		(638		)
Other Adjustments	(182		)	—		(182		)	(182		)	—		(182		)
Reserve Balance at September 27, 2015	$	637		$	—	$	637
Reserve Balance at December 27, 2015									$	534		$	—	$	534

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The following is a rollforward of the restructuring reserve (included in Accrued Liabilities within the Condensed Consolidated Balance Sheets) attributable to Products Segment restructuring activities for the ~~three~~six month period ended ~~September~~December 27, 2015 (in thousands):


	Termination Benefits			Other Costs			Total			Termination Benefits			Other Costs			Total
Reserve Balance at June 28, 2015	$	2,107		$	—		$	2,107		$	2,107		$	—		$	2,107
Provisions	—			2,019			2,019			—			5,038			5,038
Cash Expenditures	(1,280		)	(1,972		)	(3,252		)	(1,772		)	(3,609		)	(5,381		)
Other Adjustments(1)	—			(47		)	(47		)	—			(1,429		)	(1,429		)
Reserve Balance at September 27, 2015	$	827		$	—		$	827
Reserve Balance at December 27, 2015										$	335		$	—		$	335

(1) Other adjustments includes $1.4 million of asset impairments.

6. Earnings (Loss) Per Share

The Company computes earnings (loss) per share using the two-class method, an earnings allocation formula that determines earnings (loss) per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. The Company’s unvested grants of restricted stock, restricted stock units, and deferred stock awards contain non-forfeitable rights to dividends (whether paid or unpaid), which are required to be treated as participating securities and included in the computation of basic earnings (loss) per share.

Information on earnings (loss) per share is as follows (in thousands, except per share data):


	Three Months Ended						Three Months Ended						Six Months Ended
	September 27, 2015			September 28, 2014			December 27, 2015			December 28, 2014			December 27, 2015			December 28, 2014
Net Loss	$	(18,171	)	$	(15,279	)
Net Income (Loss)							$	12,560		$	6,943		$	(5,611	)	$	(8,336	)
Less: Allocation to Participating Securities	(109		)	(132		)	(255		)	(168		)	(217		)	(266		)
Net Loss Available to Common Shareholders	$	(18,280	)	$	(15,411	)
Net Income (Loss) Available to Common Shareholders							$	12,305		$	6,775		$	(5,828	)	$	(8,602	)
Average Shares of Common Stock Outstanding	43,478			45,113			43,374			44,579			43,426			44,827
Diluted Average Shares Outstanding	43,478			45,113			43,470			44,629			43,426			44,827
Basic Earnings (Loss) Per Share	$	(0.42	)	$	(0.34	)	$	0.28		$	0.15		$	(0.13	)	$	(0.19	)
Diluted Earnings (Loss) Per Share	$	(0.42	)	$	(0.34	)	$	0.28		$	0.15		$	(0.13	)	$	(0.19	)

The dilutive effect of the potential exercise of outstanding stock-based awards to acquire common shares is calculated using the treasury stock method. The following options to purchase shares of common stock were excluded from the calculation of diluted earnings (loss) per share as the exercise prices were greater than the average market price of the common shares:


	Three Months Ended				Three Months Ended				Six Months Ended
	September 27, 2015		September 28, 2014		December 27, 2015		December 28, 2014		December 27, 2015		December 28, 2014
Options to Purchase Shares of Common Stock (in thousands)	910		876		1,365		858		408		858
Weighted Average Exercise Price of Options Excluded	$	20.31	$	20.31	$	19.43	$	20.32	$	20.82	$	20.32

As a result of the Company incurring a net loss for the ~~three~~six months ended ~~September~~December 27, 2015 and ~~September~~December 28, 2014, potential incremental common shares of ~~882,464~~758,000 and ~~928,601,~~1,002,000, respectively, were excluded from the calculation of diluted earnings (loss) per share because the effect would have been anti-dilutive.

On August 13, 2014, the Board of Directors of the Company authorized up to $50 million in funds associated with the common share repurchase program. As of ~~September~~December 27, 2015, the total remaining authorization was approximately ~~$29.1~~$15.4 million with an expiration date of June 30, 2016. The common share repurchase program authorizes the purchase of shares of the Company's common stock on the open market or in private transactions from time to time, depending on market conditions and certain governing loan covenants. During the ~~three~~six months

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ended ~~September~~December 27, 2015, the Company repurchased ~~589,882~~1,343,968 shares on the open market at an average price of

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$~~18.95~~18.53 per share, as compared to ~~905,164~~1,428,588 shares purchased on the open market at an average price of $~~19.62~~19.33 per share during the ~~three~~six months ended ~~September~~December 28, 2014.

7. Investments

This caption represents the Company’s investments in unconsolidated affiliated ~~companies.~~companies and marketable securities.

Combined financial information of the unconsolidated affiliated companies is accounted for by the equity method, generally on a lag of 3 months or less. Unaudited results of operations of unconsolidated affiliated companies for the three and six months ended December 27, 2015 and December 28, 2014 (in thousands):



	Three Months Ended				Six Months Ended
	December 27, 2015		December 28, 2014		December 27, 2015	December 28, 2014
Results of Operations:
Sales	$	60,274	$	52,452	121,763	101,591
Cost of Goods Sold	47,066		41,126		95,024	79,619
Gross Profit	$	13,208	$	11,326	26,739	21,972
Net Income	$	2,900	$	2,667	7,476	5,885

Unaudited balance sheets of unconsolidated affiliated companies as of December 27, 2015 and June 28, 2015 (in thousands):



	December 27, 2015		June 28, 2015
Financial Position:
Assets:
Current Assets	$	103,063	$	99,596
Noncurrent Assets	53,674		43,555
	156,737		143,151
Liabilities:
Current Liabilities	$	38,804	$	36,630
Noncurrent Liabilities	28,154		9,859
	66,958		46,489
Equity	$	89,779	$	96,662

Net sales to equity method investees were approximately $40.9 million and $27.3 million for the six months ended December 27, 2015 and December 28, 2014, respectively. Purchases of finished products from equity method investees were approximately $54.1 million and $49.5 million for the six months ended December 27, 2015 and December 28, 2014, respectively.

During the third quarter of fiscal 2014, the Company joined with one of its independent distributors to form ~~a venture~~Power Distributors LLC (the venture) to distribute service parts. The Company contributed non-cash assets in exchange for receiving an ownership interest in the venture. As a result of the transaction, the Company recorded an investment of $6.5 million. In the first quarter of fiscal 2015, a second independent distributor joined the venture and, as a result, the Company recorded an additional investment of $2.8 million. During the second quarter of fiscal 2015 and the first quarter of fiscal 2016, the venture acquired the assets of a third and fourth independent distributor, respectively. The Company uses the equity method to account for this investment, and the earnings of the unconsolidated affiliate are recorded within the Products Segment. At ~~September~~December 27, 2015 and June 28, 2015, the Company's total investment in the venture was ~~$11.7~~$11.9 million and $10.0 million, respectively, and its ownership percentage was 15.2% and 11.9%, respectively. Subsequent to the second quarter of fiscal 2016, the Company contributed $19.1 million in cash as well as non-cash assets in exchange for receiving an additional ownership interest in the venture. As a result of the transaction, the Company's ownership percentage increased to 38%.

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The Company's investment in marketable securities relate to its ownership of common stock in a publicly traded company. The Company classifies its investment as available-for-sale securities, and it is reported at fair value. Unrealized gains and losses, net of the related tax effect, are reported as a separate component of Accumulated Other Comprehensive Income (Loss). At June 28, 2015, the investment was not recorded. During the second quarter of fiscal 2016, the Company corrected its investment balance to report it at fair value. The correction, which primarily related to prior periods, was not material. At December 27, 2015, the available-for-sale securities had a cost basis and fair value of $0 and $3.8 million, respectively, and unrealized gains, net of tax, of $2.4 million.

8. Pension and Postretirement Benefits

The Company has noncontributory defined benefit retirement plans and postretirement plans covering certain employees. The following tables summarize the plans’ income and expense for the periods indicated (in thousands):


	Pension Benefits						Other Postretirement Benefits						Pension Benefits						Other Postretirement Benefits
	Three Months Ended						Three Months Ended						Three Months Ended						Three Months Ended
	September 27, 2015			September 28, 2014			September 27, 2015			September 28, 2014			December 27, 2015			December 28, 2014			December 27, 2015			December 28, 2014
Components of Net Periodic Expense (Income):
Service Cost	$	857		$	830		$	76		$	85		$	909		$	886		$	55		$	63
Interest Cost on Projected Benefit Obligation	13,042			12,461			809			897			13,013			12,430			813			907
Expected Return on Plan Assets	(17,827		)	(18,687		)	—			—			(17,774		)	(18,631		)	—			—
Amortization of:
Prior Service Cost (Credit)	45			45			(665		)	(690		)	45			45			(664		)	(689		)
Actuarial Loss	3,172			3,297			957			1,147			3,332			3,333			1,065			1,177
Net Periodic Expense (Income)	$	(711	)	$	(2,054	)	$	1,177		$	1,439		$	(475	)	$	(1,937	)	$	1,269		$	1,458



	Pension Benefits						Other Postretirement Benefits
	Six Months Ended						Six Months Ended
	December 27, 2015			December 28, 2014			December 27, 2015			December 28, 2014
Components of Net Periodic Expense (Income):
Service Cost	$	1,766		$	1,716		$	131		$	148
Interest Cost on Projected Benefit Obligation	26,055			24,891			1,622			1,804
Expected Return on Plan Assets	(35,601		)	(37,319		)	—			—
Amortization of:
Prior Service Cost (Credit)	90			90			(1,329		)	(1,379		)
Actuarial Loss	6,504			6,631			2,022			2,324
Net Periodic Expense (Income)	$	(1,186	)	$	(3,991	)	$	2,446		$	2,897

The Company expects to make benefit payments of $~~3.2~~3.0 million attributable to its non-qualified pension plans during fiscal 2016. During the first ~~three~~six months of fiscal 2016, the Company made payments of approximately $~~0.8~~1.2 million for its non-qualified pension plans. The Company anticipates making benefit payments of approximately $~~12.2~~11.9 million for its other postretirement benefit plans during fiscal 2016. During the first ~~three~~six months of fiscal 2016, the Company made payments of ~~$3.5~~$7.3 million for its other postretirement benefit plans.

During the first ~~three~~six months of fiscal 2016, the Company made no cash contributions to the qualified pension plan. Based upon current regulations and actuarial studies, the Company is not required to make contributions to the qualified pension plan in fiscal 2016 through fiscal 2019. The Company may be required to make further contributions in future years depending upon the actual return on plan assets and the funded status of the plan in future periods.

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9. Stock Incentives

Stock based compensation expense is calculated by estimating the fair value of incentive stock awards granted and amortizing the estimated value over the awards' vesting period. Stock based compensation expense was $1.6 million and $3.2 million for the three and six months ended ~~September~~December 27, ~~2015~~.2015. For the three and six months ended ~~September~~December 28, 2014,, stock based compensation expense was ~~$1.6 million.~~$1.8 million and $3.4 million, respectively.

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10. Derivative Instruments & Hedging Activities

The Company enters into derivative contracts designated as cash flow hedges to manage certain interest rate, foreign currency and commodity exposures. Company policy allows derivatives to be used only for identifiable exposures and, therefore, the Company does not enter into hedges for trading purposes where the sole objective is to generate profits.

The Company formally designates the financial instrument as a hedge of a specific underlying exposure and documents both the risk management objectives and strategies for undertaking the hedge. The Company formally assesses, both at the inception and at least quarterly thereafter, whether the financial instruments that are used in hedging transactions are effective at offsetting changes in the forecasted cash flows of the related underlying exposure. Because of the high degree of effectiveness between the hedging instrument and the underlying exposure being hedged, fluctuations in the value of the derivative instruments are generally offset by changes in the forecasted cash flows of the underlying exposures being hedged. Derivative financial instruments are recorded within the Condensed Consolidated Balance Sheets as assets or liabilities, measured at fair value. The effective portion of gains or losses on derivatives designated as cash flow hedges are reported as a component of Accumulated Other Comprehensive Income (Loss) (AOCI) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Any ineffective portion of a financial instrument's change in fair value is immediately recognized in earnings.

The Company discontinues hedge accounting prospectively when it determines that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires or is sold, terminated, or exercised, the cash flow hedge is dedesignated because a forecasted transaction is not probable of occurring, or management determines to remove the designation of the cash flow hedge.

In all situations in which hedge accounting is discontinued and the derivative remains outstanding, the Company continues to carry the derivative at its fair value on the balance sheet and recognizes any subsequent changes in its fair value in earnings. When it is probable that a forecasted transaction will not occur, the Company discontinues hedge accounting and recognizes immediately in earnings gains and losses that were accumulated in other comprehensive income related to the hedging relationship.

The Company enters into interest rate swaps to manage a portion of its interest rate risk from financing certain dealer and distributor inventories through a third party financing source. The swaps are designated as cash flow hedges and are used to effectively fix the interest payments to a third party financing source, exclusive of lender spreads, ranging from 1.17% to 1.60% for a notional principal amount of $95 million with expiration dates ranging from July 2017 through May 2019.

The Company enters into forward foreign currency contracts to hedge the risk from forecasted third party and intercompany sales or payments denominated in foreign currencies. These obligations generally require the Company to exchange foreign currencies for U.S. Dollars, Australian Dollars, Brazilian Real, Canadian Dollars, Chinese Renminbi, Euros, Japanese Yen, or ~~Japanese Yen.~~Mexican Peso. These contracts generally do not have a maturity of more than twenty-four months.

The Company uses raw materials that are subject to price volatility. The Company hedges a portion of its exposure to the variability of cash flows associated with commodities used in the manufacturing process by entering into forward purchase contracts or commodity swaps. Derivative contracts designated as cash flow hedges are used by the Company to reduce exposure to variability in cash flows associated with future purchases of natural gas. These contracts generally do not have a maturity of more than thirty-six months.

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The Company has considered the counterparty credit risk related to all of its interest rate, foreign currency and commodity derivative contracts and deems any risk of counterparty default to be minimal.

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As of ~~September~~December 27, 2015 and June 28, 2015, the Company had the following outstanding derivative contracts (in thousands):


Contract	Contract		Notional Amount		Contract		Notional Amount
			September 27, 2015	June 28, 2015			December 27, 2015	June 28, 2015
Interest Rate:
LIBOR Interest Rate (U.S. Dollars)		Fixed	95,000	95,000		Fixed	95,000	95,000
Foreign Currency:
Australian Dollar		Sell	24,238	29,473		Sell	15,963	29,473
Brazilian Real		Sell	9,140	22,443		Sell	10,515	22,443
Canadian Dollar		Sell	9,726	9,326		Sell	6,025	9,326
Chinese Renminbi		Buy	269,525	259,350		Buy	251,425	259,350
Euro		Sell	70,600	62,740		Sell	55,825	62,740
Japanese Yen		Buy	813,000	711,000		Buy	998,000	711,000
Mexican Peso						Sell	10,000	—
Commodity:
Natural Gas (Therms)		Buy	11,850	11,324		Buy	15,294	11,324

The location and fair value of derivative instruments reported in the Condensed Consolidated Balance Sheets are as follows (in thousands):


Balance Sheet Location	Asset (Liability) Fair Value						Asset (Liability) Fair Value
	September 27, 2015			June 28, 2015			December 27, 2015			June 28, 2015
Interest rate contracts
Other Long-Term Liabilities	$	(1,468	)	$	(1,034	)	$	(930	)	$	(1,034	)
Foreign currency contracts
Other Current Assets	4,538			4,417			2,993			4,417
Other Long-Term Assets	159			276			417			276
Accrued Liabilities	(1,326		)	(1,041		)	(1,104		)	(1,041		)
Other Long-Term Liabilities	(143		)	(43		)	(149		)	(43		)
Commodity contracts
Accrued Liabilities	(530		)	(493		)	(842		)	(493		)
Other Long-Term Liabilities	(262		)	(134		)	(325		)	(134		)
	$	968		$	1,948		$	60		$	1,948

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The effect of derivative instruments on the Condensed Consolidated Statements of Operations and Comprehensive Loss is as follows (in thousands):


	Three months ended September 27, 2015									Three Months Ended December 27, 2015
	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)			Classification of Gain (Loss)	Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Recognized in Earnings (Ineffective Portion)		Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)			Classification of Gain (Loss)	Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Recognized in Earnings (Ineffective Portion)
Interest rate contracts	$	(269	)	Net Sales	$	(302	)	$	—	$	329		Net Sales	$	(298	)	$	—
Foreign currency contracts - sell	390			Net Sales	3,307			—		(721		)	Net Sales	2,231			—
Foreign currency contracts - buy	(366		)	Cost of Goods Sold	(136		)	—		(324		)	Cost of Goods Sold	(158		)	—
Commodity contracts	(106		)	Cost of Goods Sold	(132		)	—		(234		)	Cost of Goods Sold	(260		)	—
	$	(351	)		$	2,737		$	—	$	(950	)		$	1,515		$	—



	Three Months Ended December 28, 2014
	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)			Classification of Gain (Loss)	Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Recognized in Earnings (Ineffective Portion)
Interest rate contracts	$	(89	)	Net Sales	$	(314	)	$	—
Foreign currency contracts - sell	394			Net Sales	2,079			—
Foreign currency contracts - buy	(251		)	Cost of Goods Sold	(175		)	—
Commodity contracts	(215		)	Cost of Goods Sold	(343		)	—
	$	(161	)		$	1,247		$	—



	Six Months Ended December 27, 2015
	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)			Classification of Gain (Loss)	Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Recognized in Earnings (Ineffective Portion)
Interest rate contracts	$	60		Net Sales	$	(600	)	$	—
Foreign currency contracts - sell	(331		)	Net Sales	5,538			—
Foreign currency contracts - buy	(690		)	Cost of Goods Sold	(294		)	—
Commodity contracts	(340		)	Cost of Goods Sold	(392		)	—
	$	(1,301	)		$	4,252		$	—



	Six Months Ended December 28, 2014
	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)			Classification of Gain (Loss)	Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Recognized in Earnings (Ineffective Portion)
Interest rate contracts	$	261		Net Sales	$	(625	)	$	—
Foreign currency contracts - sell	3,840			Net Sales	2,543			—
Foreign currency contracts - buy	(408		)	Cost of Goods Sold	(246		)	—
Commodity contracts	(187		)	Cost of Goods Sold	(522		)	—
	$	3,506			$	1,150		$	—

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Three months ended September 28, 2014

Amount of Gain (Loss)
Recognized in Other
Comprehensive Income
(Loss) on Derivatives, Net of
Taxes (Effective
Portion)

Classification of
Gain (Loss)

Amount of Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)

Recognized in
Earnings
(Ineffective Portion)
Interest rate contracts $ 351
Net Sales $ (311 ) $ —
Foreign currency contracts - sell 3,445
Net Sales 464
—
Foreign currency contracts - buy (157 ) Cost of Goods Sold (71 ) —
Commodity contracts 28
Cost of Goods Sold (179 ) —
$ 3,667
$ (97 ) $ —

During the next twelve months, the estimated net amount of income on cash flow hedges as of ~~September~~December 27, 2015 expected to be reclassified out of AOCI into earnings is $~~1.9~~0.1 million.

11. Fair Value Measurements

The following guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-driven valuations whose inputs are observable or whose significant value drivers are observable.

Level 3: Significant inputs to the valuation model are unobservable.

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of ~~September~~December 27, 2015 and June 28, 2015 (in thousands):


			Fair Value Measurements Using								Fair Value Measurements Using
	September 27, 2015		Level 1		Level 2		Level 3		December 27, 2015		Level 1		Level 2		Level 3
Assets:
Derivatives	$	4,697	$	—	$	4,697	$	—	$	3,410	$	—	$	3,410	$	—
Marketable Securities									$	3,780	$	3,780	$	—	$	—
Liabilities:
Derivatives	$	3,729	$	—	$	3,729	$	—	$	3,350	$	—	$	3,350	$	—
	June 28, 2015		Level 1		Level 2		Level 3		June 28, 2015		Level 1		Level 2		Level 3
Assets:
Derivatives	$	4,693	$	—	$	4,693	$	—	$	4,693	$	—	$	4,693	$	—
Marketable Securities									$	—	$	—	$	—	$	—
Liabilities:
Derivatives	$	2,745	$	—	$	2,745	$	—	$	2,745	$	—	$	2,745	$	—

The fair value for Level 2 measurements are based upon the respective quoted market prices for comparable instruments in active markets, which include current market pricing for forward purchases of commodities, foreign currency forwards, and current interest rates.

The Company has currently chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with accounting principles generally accepted in the United States.

The estimated fair value of the Company's Senior Notes (as defined in Note 16) at ~~September~~December 27, 2015 and June 28, 2015 was $~~244.4~~245.3 million and $248.3 million, respectively, compared to the carrying value of $225.0 million on each date. The estimated fair value of the Senior Notes is based on quoted market prices for similar instruments

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and is, therefore, classified as Level 2 within the valuation hierarchy. The carrying value of the Revolver (as defined in Note 16) approximates fair value since the underlying rate of interest is variable based upon LIBOR rates.

The Company believes that the carrying values of cash and cash equivalents, trade receivables, and accounts payable are reasonable estimates of their fair values at ~~September~~December 27, 2015 and June 28, 2015 due to the short-term nature of these instruments.

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12. Warranty

The Company recognizes the cost associated with its standard warranty on Engines and Products at the time of sale. The general warranty period begins at the time of sale and typically covers two years, but may vary due to product type and geographic location. The amount recognized is based on historical failure rates and current claim cost experience. The following is a reconciliation of the changes in accrued warranty costs for the reporting period (in thousands):


	Three Months Ended						Six Months Ended
	September 27, 2015			September 28, 2014			December 27, 2015			December 28, 2014
Beginning Balance	$	48,006		$	44,744		$	48,006		$	44,744
Payments	(8,635		)	(8,178		)	(15,301		)	(15,201		)
Provision for Current Year Warranties	5,834			6,251			12,161			13,235
Changes in Estimates	(38		)	(14		)	(45		)	(39		)
Ending Balance	$	45,167		$	42,803		$	44,821		$	42,739

13. Income Taxes

The effective tax ~~rate~~rates for the second quarter and first ~~quarter~~six months of fiscal 2016 ~~was 31.2%~~were 22.2% and 45.4%, compared to ~~40.9%~~33.7% and 45.8% for the ~~same~~ respective ~~period~~periods last year. The tax rates for the second quarter and first ~~quarters~~six months of fiscal 2016 and 2015 were primarily ~~driven~~impacted by the re-enactment of the U.S. research and development tax credit and losses incurred at certain foreign subsidiaries for which the Company ~~does~~has not ~~receive~~recorded benefits. In addition, the tax ~~benefits and~~rate for the second quarter of fiscal 2016 was impacted by foreign earnings in jurisdictions with tax rates that vary from the U.S. statutory rate. The tax rate for the first quarter of fiscal 2015 also included the reversal of previously recorded reserves as a result of the effective settlement of the Company’s IRS audit for its 2009-2010 consolidated income tax returns.

For the ~~three~~six months ended ~~September~~December 27, 2015, the Company's unrecognized tax benefits increased by ~~$0.2~~$0.8 million, all of which impacted the current effective tax rate.

Income tax returns are filed in the U.S., state, and foreign jurisdictions and related audits occur on a regular basis. In the U.S., the Company is currently under audit for the fiscal years 2010 and 2013, and is no longer subject to U.S. federal income tax examinations for years before fiscal 2010. The Company is also currently under audit by various state and foreign jurisdictions. With respect to the Company's major foreign jurisdictions, they are no longer subject to tax examinations for years before fiscal 2005.

14. Commitments and Contingencies

The Company is subject to various unresolved legal actions that arise in the normal course of its business. These actions typically relate to product liability (including asbestos-related liability), patent and trademark matters, and disputes with customers, suppliers, distributors and dealers, competitors and employees.

On May 14, 2010, the Company notified retirees and certain retirement eligible employees of various amendments to the Company-sponsored retiree medical plans intended to better align the plans offered to both hourly and salaried retirees. On August 16, 2010, a putative class of retirees who retired prior to August 1, 2006 and the United Steel Workers filed a complaint in the U.S. District Court for the Eastern District of Wisconsin (Merrill, Weber, Carpenter, et al.; United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO/CLC v. Briggs & Stratton Corporation; Group Insurance Plan of Briggs & Stratton Corporation; and Does 1 through 20, Docket No. 10-C-0700), contesting the Company's right to make these changes. The complaint seeks an injunction preventing the alleged unilateral termination or reduction in insurance coverage to the class of retirees, a permanent injunction preventing defendants from ever making

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changes to the retirees' insurance coverage, restitution with interest (if applicable) and attorneys' fees and costs. A class has been certified, and discovery has concluded. Both parties moved for summary judgment, which was fully briefed on December 23, 2014. The court denied both sides’ motions on September 3, 2015, concluding that factual issues were present which preclude summary judgment and should be determined by the jury at trial. The Company filed a motion requesting permission to appeal the court’s decision on an interlocutory basis. The plaintiffs ~~have~~ also moved the court to clarify its decision. Upon the request of all parties, the ~~Court has~~court stayed any further decisions in the matter pending ~~mediation. Mediation is currently scheduled~~mediation in mid-December 2015. The mediation led to an agreement in principle to

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settle this case for ~~mid-December 2015.~~an aggregate payment of $3.95 million covering both claimed benefits and plaintiffs’ attorneys fees, which will result in a contribution of $1.975 million from the Company and $1.975 million from a third party insurance provider. The parties are in the process of negotiating the Stipulation of Settlement that must be filed with and approved by the Court prior to becoming effective. As a result of the agreement in principle, the Company has recorded a total charge of $1.975 million as Engineering, Selling, General and Administrative Expense on the Condensed Consolidated Statements of Operations in the second quarter of fiscal 2016.

On May 12, 2010, Exmark Manufacturing Company, Inc. filed suit against Briggs & Stratton Power Products Group, LLC (“BSPPG”), a wholly owned subsidiary of the Company (Case No. 8:10CV187, U.S. District Court for the District of Nebraska), alleging that certain Ferris® and Snapper Pro® mower decks infringed an Exmark mower deck patent. Exmark sought damages relating to sales since May 2004, attorneys’ fees, and enhanced damages. As a result of a reexamination proceeding in 2012, the United States Patent and Trademark Office (“USPTO”) initially rejected the asserted Exmark claims as invalid. However, in 2014, that decision was reversed by the USPTO on appeal by Exmark. Following discovery, each of BSPPG and Exmark filed several motions for summary judgment in the Nebraska district court, which were decided on July 28, 2015. The court concluded that older mower deck designs infringed Exmark’s patent, leaving for trial the issues of whether current designs infringed, the amount of damages, and whether any infringement was willful.

The trial began on September 8, 2015, and on September 18, 2015, the jury returned its verdict, finding that BSPPG’s current mower deck designs do not infringe the Exmark patent. As to the older designs, the jury awarded Exmark $24.3 million in damages and found that the infringement was willful, which would allow the judge to enhance the jury’s damages award post-trial by up to three times. Also on September 18, 2015, the U.S. Court of Appeals for the Federal Circuit issued its decision in an unrelated case, SCA Hygiene Products Aktiebolag SCA Personal Care, Inc. v. First Quality Baby Products, LLC, et al. (Case No. 2013-1564) (“SCA”), confirming the availability of laches as a defense to patent infringement claims. Laches is an equitable doctrine that may bar a patent owner from obtaining damages prior to commencing suit, in circumstances in which the owner knows or should have known its patent was being infringed for more than six years. Although the court in the Exmark case ruled before trial that BSPPG could not rely on the defense of laches, as a result of the subsequent SCA decision, the court held a bench trial on that defense on October 21 and 22, ~~2015~~2015.

The parties submitted post-trial motions and ~~ordered~~ briefing ~~from~~related to: damages; willfulness; laches; attorney fees; enhanced damages; and prejudgment/post-judgment interest and costs. All post-trial motions and briefing were completed on December 18, 2015. The parties are awaiting the ~~parties, which is anticipated to be completed by mid-November 2015.~~court’s rulings.

BSPPG and the Company strongly disagree with the jury verdict and certain rulings made in connection with the jury trial, and BSPPG ~~intends to~~is vigorously ~~pursue~~pursuing its rights through post-trial motions and will continue to do so, if necessary, on appeal. In assessing whether the Company should accrue a liability in its financial statements as a result of the jury verdict, the Company considered various factors, including the legal and factual circumstances of the case, the trial record, the current status of the proceedings, applicable law (including without limitation the precedence of the SCA decision), the views of legal counsel, and the likelihood of successful post-trial motions and appeals. As a result of this review, the Company has concluded that a loss from this case is not probable and reasonably estimable at this time and, therefore, a liability has not been recorded with respect to this case as of ~~September~~December 27, 2015.

Although it is not possible to predict with certainty the outcome of these and other unresolved legal actions or the range of possible loss, the Company believes the unresolved legal actions will not have a material adverse effect on its results of operations, financial position or cash flows.

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15. Segment Information

The Company aggregates operating segments that have similar economic characteristics, products, production processes, types or classes of customers and distribution methods into reportable segments. The Company concluded that it operates two reportable segments: Engines and Products. The Company uses “segment income (loss)” as the primary measure to evaluate operating performance and allocate capital resources for the Engines and Products Segments. Segment income (loss) is defined as income (loss) from operations plus equity in earnings of unconsolidated affiliates. Summarized segment data is as follows (in thousands):


	Three Months Ended						Three Months Ended						Six Months Ended
	September 27, 2015			September 28, 2014			December 27, 2015			December 28, 2014			December 27, 2015			December 28, 2014
NET SALES:
Engines	$	150,083		$	153,116		$	262,007		$	271,704		$	412,090		$	424,820
Products	162,541			166,128			172,497			199,050			335,038			365,178
Inter-Segment Eliminations	(23,166		)	(26,615		)	(21,125		)	(26,467		)	(44,291		)	(53,082		)
Total*	$	289,458		$	292,629		$	413,379		$	444,287		$	702,837		$	736,916
* International sales included in net sales based on product shipment destination	$	91,541		$	106,053		$	152,676		$	168,994		$	244,216		$	275,048
GROSS PROFIT:
Engines	$	23,777		$	27,800		$	65,635		$	62,896		$	89,411		$	90,696
Products	27,143			19,384			26,744			25,213			53,888			44,597
Inter-Segment Eliminations	(1,208		)	137			(683		)	(241		)	(1,891		)	(104		)
Total	$	49,712		$	47,321		$	91,696		$	87,868		$	141,408		$	135,189
SEGMENT INCOME (LOSS):
Engines	$	(20,754	)	$	(13,677	)	$	20,782		$	18,894		$	28		$	5,040
Products	62			(8,291		)	417			(3,884		)	479			(11,997		)
Inter-Segment Eliminations	(1,208		)	137			(683		)	(241		)	(1,891		)	(104		)
Total	$	(21,900	)	$	(21,831	)	$	20,516		$	14,769		$	(1,384	)	$	(7,061	)

Reconciliation from Segment Income (Loss) to Loss Before Income Taxes:
Reconciliation from Segment Income (Loss) to Income (Loss) Before Income Taxes:
Equity in Earnings of Unconsolidated Affiliates	1,436			1,887			1,751			1,454			3,187			3,341
Loss from Operations	$	(23,336	)	$	(23,718	)
Income (Loss) from Operations							$	18,765		$	13,315		$	(4,571	)	$	(10,402	)
INTEREST EXPENSE	(4,536		)	(4,518		)	(5,013		)	(4,890		)	(9,549		)	(9,408		)
OTHER INCOME, Net	1,455			2,373			2,383			2,052			3,838			4,425
Loss Before Income Taxes	(26,417		)	(25,863		)
CREDIT FOR INCOME TAXES	(8,246		)	(10,584		)
Net Loss	$	(18,171	)	$	(15,279	)
Income (Loss) Before Income Taxes							16,135			10,477			(10,282		)	(15,385		)
PROVISION (CREDIT) FOR INCOME TAXES							3,575			3,534			(4,671		)	(7,049		)
Net Income (Loss)							$	12,560		$	6,943		$	(5,611	)	$	(8,336	)

Pre-tax restructuring charges and acquisition-related charges included in gross profit were as follows (in thousands):


	Three Months Ended				Three Months Ended				Six Months Ended
	September 27, 2015		September 28, 2014		December 27, 2015		December 28, 2014		December 27, 2015		December 28, 2014
Engines	$	464	$	—	$	—	$	—	$	464	$	—
Products	2,245		8,018		2,647		6,846		4,892		14,864
Total	$	2,709	$	8,018	$	2,647	$	6,846	$	5,356	$	14,864

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Pre-tax restructuring charges, acquisition-related charges, and litigation charges included in segment income (loss) were as follows (in thousands):


	Three Months Ended				Three Months Ended				Six Months Ended
	September 27, 2015		September 28, 2014		December 27, 2015		December 28, 2014		December 27, 2015		December 28, 2014
Engines	$	2,204	$	—	$	1,975	$	—	$	4,179	$	—
Products	2,295		9,151		3,019		7,610		5,314		16,761
Total	$	4,499	$	9,151	$	4,994	$	7,610	$	9,493	$	16,761

16. Debt

The following is a summary of the Company’s indebtedness (in thousands):


	September 27, 2015		June 28, 2015		December 27, 2015		June 28, 2015
Senior Notes	$	225,000	$	225,000	$	225,000	$	225,000
Multicurrency Credit Agreement	38,410		—		93,243		—
	$	263,410	$	225,000	$	318,243	$	225,000

On December 20, 2010, the Company issued $225 million of 6.875% Senior Notes ("Senior Notes") due December 15, 2020.

On October 21, 2013, the Company entered into an amendment to its $500 million multicurrency credit agreement (the “Revolver”), which, among other things, extended the maturity of the Revolver to October 21, 2018. The initial maximum availability under the revolving credit facility is $500 million. Availability under the revolving credit facility is reduced by outstanding letters of credit. The Company may from time to time increase the maximum availability under the revolving credit facility by up to $250 million if certain conditions are satisfied. As of ~~September~~December 27, 2015, ~~$38.4~~$93.2 million was outstanding under the Revolver. There were no borrowings under the Revolver as of June 28, 2015.

The Senior Notes and Revolver contain restrictive covenants. These covenants include restrictions on the Company’s ability to: pay dividends; repurchase shares; incur indebtedness; create liens; enter into sale and leaseback transactions; consolidate or merge with other entities; sell or lease all or substantially all of its assets; and dispose of assets or use proceeds from sales of its assets. The Revolver contains financial covenants that require the Company to maintain a minimum interest coverage ratio and impose a maximum average leverage ratio.

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17. Separate Financial Information of Subsidiary Guarantor of Indebtedness

Under the terms of the Company’s Senior Notes and the Revolver (collectively, the “Domestic Indebtedness”), Briggs & Stratton Power Products Group, LLC, a 100% owned subsidiary of the Company, was the sole joint and several guarantor of the Domestic Indebtedness (the “Guarantor”) as of ~~September~~December 27, 2015 and June 28, 2015. The Guarantor provides a full and unconditional guarantee of the Domestic Indebtedness, except for certain customary limitations. These customary limitations, which are described in detail in the First Supplemental Indenture (Indenture) dated December 20, 2010, include (i) the sale of the guarantor or substantially all of the guarantor’s assets, (ii) the designation of the guarantor as an unrestricted subsidiary for covenant purposes, (iii) the guarantor ceasing to guarantee certain other indebtedness, if the guarantor is also not a significant subsidiary within the meaning of Article 1, Rule 1-02 of Regulation S-X, and (iv) achieving the Indenture’s requirements for legal defeasance, covenant defeasance or discharge. Additionally, if at any time a domestic subsidiary of the Company constitutes a significant domestic subsidiary, then such domestic subsidiary will also become a guarantor of the Domestic Indebtedness. Currently, all of the Domestic Indebtedness is unsecured. If the Company were to fail to make a payment of interest or principal on its due date, the Guarantor is obligated to pay the outstanding Domestic Indebtedness. The Company had the following outstanding amounts related to the guaranteed debt (in thousands):


	September 27, 2015 Carrying Amount		Maximum Guarantee		December 27, 2015 Carrying Amount		Maximum Guarantee
Senior Notes	$	225,000	$	225,000	$	225,000	$	225,000
Multicurrency Credit Agreement	$	38,410	$	500,000	$	93,243	$	500,000

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The following condensed supplemental consolidating financial information reflects the summarized financial information of Briggs & Stratton, its Guarantor Subsidiary and its Non-Guarantor Subsidiaries (in thousands):

CONSOLIDATING BALANCE SHEET

As of ~~September~~December 27, 2015

(Unaudited)


	Briggs & Stratton Corporation		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated		Briggs & Stratton Corporation		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated
CURRENT ASSETS:
Cash and Cash Equivalents	$	2,918	$	132	$	50,945	$	—		$	53,995	$	12,459	$	3,490	$	44,418	$	—		$	60,367
Accounts Receivable, Net	57,386		61,292		50,286		—			168,964		104,268		38,900		38,958		—			182,126
Intercompany Accounts Receivable	34,823		8,165		42,280		(85,268		)	—		28,050		7,721		40,545		(76,316		)	—
Inventories, Net	233,991		143,621		96,161		—			473,773		266,925		144,286		94,111		—			505,322
Deferred Income Tax Asset	31,121		12,228		2,747		—			46,096		31,157		12,417		2,561		—			46,135
Prepaid Expenses and Other Current Assets	32,512		5,848		8,646		—			47,006		30,156		5,237		6,757		—			42,150
Total Current Assets	$	392,751	$	231,286	$	251,065	$	(85,268	)	$	789,834	$	473,015	$	212,051	$	227,350	$	(76,316	)	$	836,100
OTHER ASSETS:
Goodwill	$	128,300	$	—	$	39,559	$	—		$	167,859	$	128,300	$	—	$	39,732	$	—		$	168,032
Investments	31,432		—		—		—			31,432		34,538		—		—		—			34,538
Investments in Subsidiaries	510,584		—		—		(510,584		)	—		489,624		—		—		(489,624		)	—
Intercompany Note Receivable	30,391		97,238		44,577		(172,206		)	—		37,594		103,243		46,521		(187,358		)	—
Debt Issuance Costs	3,481		—		—		—			3,481		3,250		—		—		—			3,250
Other Intangible Assets, Net	—		54,405		52,832		—			107,237		—		54,105		52,287		—			106,392
Long-Term Deferred Income Tax Asset	49,519		—		315		(32,263		)	17,571		48,637		—		394		(32,710		)	16,321
Other Long-Term Assets, Net	9,766		4,803		1,162		—			15,731		10,144		4,539		1,136		—			15,819
Total Other Assets	$	763,473	$	156,446	$	138,445	$	(715,053	)	$	343,311	$	752,087	$	161,887	$	140,070	$	(709,692	)	$	344,352
PLANT AND EQUIPMENT, NET	259,199		24,587		27,757		—			311,543		260,238		24,094		27,267		—			311,599
TOTAL ASSETS	$	1,415,423	$	412,319	$	417,267	$	(800,321	)	$	1,444,688	$	1,485,340	$	398,032	$	394,687	$	(786,008	)	$	1,492,051

CURRENT LIABILITIES:
Accounts Payable	$	106,958	$	48,414	$	28,892	$	—		$	184,264	$	123,707	$	39,213	$	26,704	$	—		$	189,624
Intercompany Accounts Payable	33,542		10,754		40,972		(85,268		)	—		30,362		8,614		37,340		(76,316		)	—
Short-Term Debt	38,410		—		—		—			38,410		93,243		—		—		—			93,243
Accrued Liabilities	76,966		39,844		26,522		—			143,332		76,589		39,295		24,143		—			140,027
Total Current Liabilities	$	255,876	$	99,012	$	96,386	$	(85,268	)	$	366,006	$	323,901	$	87,122	$	88,187	$	(76,316	)	$	422,894
OTHER LIABILITIES:
Accrued Pension Cost	$	203,063	$	354	$	514	$	—		$	203,931	$	198,725	$	371	$	501	$	—		$	199,597
Accrued Employee Benefits	23,233		—		—		—			23,233		22,970		—		—		—			22,970
Accrued Postretirement Health Care Obligation	30,325		15,057		—		—			45,382		28,035		14,954		—		—			42,989
Intercompany Note Payable	107,053		—		65,153		(172,206		)	—		117,157		—		70,201		(187,358		)	—
Deferred Income Tax Liabilities	—		15,632		16,997		(32,263		)	366		—		16,211		16,653		(32,710		)	154
Other Long-Term Liabilities	37,730		8,176		1,721		—			47,627		38,755		7,176		1,719		—			47,650
Long-Term Debt	225,000		—		—		—			225,000		225,000		—		—		—			225,000
Total Other Liabilities	$	626,404	$	39,219	$	84,385	$	(204,469	)	$	545,539	$	630,642	$	38,712	$	89,074	$	(220,068	)	$	538,360
TOTAL SHAREHOLDERS’ INVESTMENT	533,143		274,088		236,496		(510,584		)	533,143		530,797		272,198		217,426		(489,624		)	530,797
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT	$	1,415,423	$	412,319	$	417,267	$	(800,321	)	$	1,444,688	$	1,485,340	$	398,032	$	394,687	$	(786,008	)	$	1,492,051

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

As of June 28, 2015



	Briggs & Stratton Corporation		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated
CURRENT ASSETS:
Cash and Cash Equivalents	$	45,395	$	17,237	$	55,758	$	—		$	118,390
Accounts Receivable, Net	99,852		72,859		43,130		—			215,841
Intercompany Accounts Receivable	21,697		8,060		40,772		(70,529		)	—
Inventories, Net	161,343		125,698		91,647		—			378,688
Deferred Income Tax Asset	30,692		13,187		1,992		—			45,871
Prepaid Expenses and Other Current Assets	23,580		19,916		7,031		(14,074		)	36,453
Total Current Assets	$	382,559	$	256,957	$	240,330	$	(84,603	)	$	795,243
OTHER ASSETS:
Goodwill	$	128,300	$	—	$	37,222	$	—		$	165,522
Investments	30,779		—		—		—			30,779
Investments in Subsidiaries	537,799		—		—		(537,799		)	—
Intercompany Note Receivable	36,448		89,186		26,722		(152,356		)	—
Debt Issuance Costs	3,714		—		—		—			3,714
Other Intangible Assets, Net	—		54,706		56,574		—			111,280
Long-Term Deferred Income Tax Asset	54,622		—		133		(32,303		)	22,452
Other Long-Term Assets, Net	8,800		4,999		1,335		—			15,134
Total Other Assets	$	800,462	$	148,891	$	121,986	$	(722,458	)	$	348,881
PLANT AND EQUIPMENT, NET	260,843		24,314		29,681		��			314,838
TOTAL ASSETS	$	1,443,864	$	430,162	$	391,997	$	(807,061	)	$	1,458,962

CURRENT LIABILITIES:
Accounts Payable	$	116,972	$	38,672	$	27,032	$	—		$	182,676
Intercompany Accounts Payable	33,898		6,945		29,686		(70,529		)	—
Accrued Liabilities	90,168		51,851		24,495		(14,074		)	152,440
Total Current Liabilities	$	241,038	$	97,468	$	81,213	$	(84,603	)	$	335,116
OTHER LIABILITIES:
Accrued Pension Cost	$	207,745	$	367	$	511	$	—		$	208,623
Accrued Employee Benefits	23,298		—		—		—			23,298
Accrued Postretirement Health Care Obligation	32,405		15,140		—		—			47,545
Intercompany Note Payable	104,676		—		47,680		(152,356		)	—
Deferred Income Tax Liabilities	—		15,483		17,043		(32,303		)	223
Other Long-Term Liabilities	35,452		8,511		944		—			44,907
Long-Term Debt	225,000		—		—		—			225,000
Total Other Liabilities	$	628,576	$	39,501	$	66,178	$	(184,659	)	$	549,596
TOTAL SHAREHOLDERS’ INVESTMENT	574,250		293,193		244,606		(537,799		)	574,250
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT	$	1,443,864	$	430,162	$	391,997	$	(807,061	)	$	1,458,962

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended~~September~~December 27, 2015

(Unaudited)


	Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated			Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	149,500		$	106,506		$	82,492		$	(49,040	)	$	289,458		$	250,214		$	124,581		$	84,833		$	(46,249	)	$	413,379
Cost of Goods Sold	128,601			93,485			64,241			(49,040		)	237,287			193,212			107,082			64,991			(46,249		)	319,036
Restructuring Charges	—			1,995			464			—			2,459			—			2,647			—			—			2,647
Gross Profit	20,899			11,026			17,787			—			49,712			57,002			14,852			19,842			—			91,696
Engineering, Selling, General and Administrative Expenses	37,805			16,954			17,375			—			72,134			42,628			16,908			13,023			—			72,559
Restructuring Charges	890			24			—			—			914			—			372			—			—			372
Equity in Loss from Subsidiaries	3,695			—			—			(3,695		)	—			(4,562		)	—			—			4,562			—
Income (Loss) from Operations	(21,491		)	(5,952		)	412			3,695			(23,336		)	18,936			(2,428		)	6,819			(4,562		)	18,765
Interest Expense	(4,472		)	(64		)	—			—			(4,536		)	(4,975		)	(35		)	(3		)	—			(5,013		)
Other Income, Net	703			790			(38		)	—			1,455			1,479			409			495			—			2,383
Income (Loss) before Income Taxes	(25,260		)	(5,226		)	374			3,695			(26,417		)	15,440			(2,054		)	7,311			(4,562		)	16,135
Provision (Credit) for Income Taxes	(7,089		)	(1,898		)	741			—			(8,246		)	2,880			(731		)	1,426			—			3,575
Net Income (Loss)	$	(18,171	)	$	(3,328	)	$	(367	)	$	3,695		$	(18,171	)	$	12,560		$	(1,323	)	$	5,885		$	(4,562	)	$	12,560
Comprehensive Income (Loss)	$	(28,802	)	$	(3,601	)	$	(6,506	)	$	10,107		$	(28,802	)	$	14,623		$	(6,360	)	$	3,390		$	2,970		$	14,623

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended~~September~~December 28, 2014

(Unaudited)


	Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated			Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net Sales	$	145,579		$	116,938		$	90,816		$	(60,704	)	$	292,629		$	262,278		$	131,030		$	109,095	$	(58,116	)	$	444,287
Cost of Goods Sold	123,956			104,031			71,179			(60,704		)	238,462			205,012			117,706			84,971		(58,116		)	349,573
Restructuring Charges	—			6,846			—			—			6,846			—			6,846			—		—			6,846
Gross Profit	21,623			6,061			19,637			—			47,321			57,266			6,478			24,124		—			87,868
Engineering, Selling, General and Administrative Expenses	36,868			17,657			15,559			—			70,084			40,433			18,087			15,450		—			73,970
Restructuring Charges	—			955			—			—			955			—			583			—		—			583
Equity in Loss from Subsidiaries	4,721			—			—			(4,721		)	—			1,283			—			—		(1,283		)	—
Income (Loss) from Operations	(19,966		)	(12,551		)	4,078			4,721			(23,718		)	15,550			(12,192		)	8,674		1,283			13,315
Interest Expense	(4,447		)	(71		)	—			—			(4,518		)	(4,855		)	(35		)	—		—			(4,890		)
Other Income, Net	1,926			460			(13		)	—			2,373			1,389			315			348		—			2,052
Income (Loss) before Income Taxes	(22,487		)	(12,162		)	4,065			4,721			(25,863		)	12,084			(11,912		)	9,022		1,283			10,477
Provision (Credit) for Income Taxes	(7,208		)	(4,481		)	1,105			—			(10,584		)	5,141			(4,498		)	2,891		—			3,534
Net Income (Loss)	$	(15,279	)	$	(7,681	)	$	2,960		$	4,721		$	(15,279	)	$	6,943		$	(7,414	)	$	6,131	$	1,283		$	6,943
Comprehensive Income (Loss)	$	(19,164	)	$	(7,407	)	$	(2,500	)	$	9,907		$	(19,164	)	$	(2,034	)	$	(7,624	)	$	437	$	7,187		$	(2,034	)

Table of Contents

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Six Months Ended December 27, 2015

(Unaudited)



	Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	399,714		$	231,088		$	167,325		$	(95,290	)	$	702,837
Cost of Goods Sold	321,813			200,568			129,232			(95,290		)	556,323
Restructuring Charges	—			4,642			464			—			5,106
Gross Profit	77,901			25,878			37,629			—			141,408
Engineering, Selling, General and Administrative Expenses	80,432			33,862			30,399			—			144,693
Restructuring Charges	890			396			—			—			1,286
Equity in Loss from Subsidiaries	(867		)	—			—			867			—
Income (Loss) from Operations	(2,554		)	(8,380		)	7,230			(867		)	(4,571		)
Interest Expense	(9,447		)	(98		)	(4		)	—			(9,549		)
Other Income, Net	2,182			1,199			457			—			3,838
Income (Loss) before Income Taxes	(9,819		)	(7,279		)	7,683			(867		)	(10,282		)
Provision (Credit) for Income Taxes	(4,208		)	(2,629		)	2,166			—			(4,671		)
Net Income (Loss)	$	(5,611	)	$	(4,650	)	$	5,517		$	(867	)	$	(5,611	)
Comprehensive Income (Loss)	$	(14,179	)	$	(9,961	)	$	(3,116	)	$	13,077		$	(14,179	)

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Six Months Ended December 28, 2014

(Unaudited)



	Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	407,856		$	247,968		$	199,911		$	(118,819	)	$	736,916
Cost of Goods Sold	328,968			221,737			156,149			(118,819		)	588,035
Restructuring Charges	—			13,692			—			—			13,692
Gross Profit	78,888			12,539			43,762			—			135,189
Engineering, Selling, General and Administrative Expenses	77,300			35,744			31,009			—			144,053
Restructuring Charges	—			1,538			—			—			1,538
Equity in Loss from Subsidiaries	6,004			—			—			(6,004		)	—
Income (Loss) from Operations	(4,416		)	(24,743		)	12,753			6,004			(10,402		)
Interest Expense	(9,301		)	(106		)	(1		)	—			(9,408		)
Other Income, Net	3,315			775			335			—			4,425
Income (Loss) before Income Taxes	(10,402		)	(24,074		)	13,087			6,004			(15,385		)
Provision (Credit) for Income Taxes	(2,066		)	(8,979		)	3,996			—			(7,049		)
Net Income (Loss)	$	(8,336	)	$	(15,095	)	$	9,091		$	6,004		$	(8,336	)
Comprehensive Income (Loss)	$	(21,198	)	$	(15,031	)	$	(2,063	)	$	17,094		$	(21,198	)

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~~BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES~~

~~CONSOLIDATING STATEMENT OF CASH FLOWS~~

~~For the Three Months Ended September 27, 2015~~

~~(Unaudited)~~

Briggs & Stratton
Corporation

Guarantor
Subsidiary

Non-Guarantor
Subsidiaries
Eliminations Consolidated
Net Cash Used in Operating Activities $ (67,715 ) $ (8,420 ) $ (6,311 ) $ (243 ) $ (82,689 )
Cash Flows from Investing Activities:
Additions to Plant and Equipment (10,916 ) (1,126 ) (386 ) —
(12,428 )
Proceeds Received on Disposition of Plant and Equipment —
504
11
—
515
Cash Paid for Acquisition, Net of Cash Acquired —
—
(2,174 ) —
(2,174 )
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt 2,489
—
—
(2,489 ) —
Net Cash Used in Investing Activities (8,427 ) (622 ) (2,549 ) (2,489 ) (14,087 )
Cash Flows from Financing Activities:
Net Borrowings (Repayments) on Loans, Revolver, Notes Payable and Long-Term Debt 38,410
(8,063 ) 5,574
2,489
38,410
Treasury Stock Purchases (11,178 ) —
—
—
(11,178 )
Stock Option Exercise Proceeds and Tax Benefits 6,433
—
—
—
6,433
Cash Investment in Subsidiary —
—
(243 ) 243
—
Net Cash Provided by (Used in) Financing Activities 33,665
(8,063 ) 5,331
2,732
33,665
Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents —
—
(1,284 ) —
(1,284 )
Net Decrease in Cash and Cash Equivalents (42,477 ) (17,105 ) (4,813 ) —
(64,395 )
Cash and Cash Equivalents, Beginning 45,395
17,237
55,758
—
118,390
Cash and Cash Equivalents, Ending $ 2,918
$ 132
$ 50,945
$ —
$ 53,995

~~Table of Contents~~

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the ~~Three~~Six Months Ended December 27, 2015

(Unaudited)



	Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by (Used in) Operating Activities	$	(85,326	)	$	1,791		$	6,433		$	(21,533	)	$	(98,635	)
Cash Flows from Investing Activities:
Additions to Plant and Equipment	(22,500		)	(2,417		)	(926		)	—			(25,843		)
Proceeds Received on Disposition of Plant and Equipment	18			955			24			—			997
Cash Paid for Acquisition, Net of Cash Acquired	—			—			(2,174		)	—			(2,174		)
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt	5,294			—			—			(5,294		)	—
Net Cash Used in Investing Activities	(17,188		)	(1,462		)	(3,076		)	(5,294		)	(27,020		)
Cash Flows from Financing Activities:
Net Borrowings (Repayments) on Loans, Revolver, Notes Payable and Long-Term Debt	93,243			(14,076		)	8,782			5,294			93,243
Treasury Stock Purchases	(24,903		)	—			—			—			(24,903		)
Stock Option Exercise Proceeds and Tax Benefits	7,230			—			—			—			7,230
Cash Dividends Paid	(5,992		)	—			—			—			(5,992		)
Cash Investment in Subsidiary	—			—			(21,533		)	21,533			—
Net Cash Provided by (Used in) Financing Activities	69,578			(14,076		)	(12,751		)	26,827			69,578
Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents	—			—			(1,946		)	—			(1,946		)
Net Decrease in Cash and Cash Equivalents	(32,936		)	(13,747		)	(11,340		)	—			(58,023		)
Cash and Cash Equivalents, Beginning	45,395			17,237			55,758			—			118,390
Cash and Cash Equivalents, Ending	$	12,459		$	3,490		$	44,418		$	—		$	60,367

Table of Contents

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Six Months Ended ~~September~~December 28, 2014

(Unaudited)


	Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated			Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by (Used in) Operating Activities	$	(62,214	)	$	11,158		$	2,660		$	(482	)	$	(48,878	)	$	(138,405	)	$	22,575		$	2,501		$	(703	)	$	(114,032	)
Cash Flows from Investing Activities:
Additions to Plant and Equipment	(4,623		)	(1,358		)	(1,409		)	—			(7,390		)	(16,344		)	(2,739		)	(4,206		)	—			(23,289		)
Proceeds Received on Disposition of Plant and Equipment	84			57			31			—			172			84			136			69			—			289
Cash Investment in Subsidiary	(4,650		)	—			—			4,650			—			(4,650		)	—			—			4,650			—
Cash Paid for Acquisition, Net of Cash Acquired	(62,056		)	—			—			—			(62,056		)	(62,056		)	—			—			—			(62,056		)
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt	14,429			—			—			(14,429		)	—			29,860			—			—			(29,860		)	—
Net Cash Used in Investing Activities	(56,816		)	(1,301		)	(1,378		)	(9,779		)	(69,274		)	(53,106		)	(2,603		)	(4,137		)	(25,210		)	(85,056		)
Cash Flows from Financing Activities:
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt	—			(11,212		)	(3,217		)	14,429			—			87,000			(21,348		)	(8,512		)	29,860			87,000
Treasury Stock Purchases	(17,761		)	—			—			—			(17,761		)	(27,598		)	—			—			—			(27,598		)
Stock Option Exercise Proceeds and Tax Benefits	3,151			—			—			—			3,151			3,652			—			—			—			3,652
Cash Dividends Paid																(5,718		)	—			—			—			(5,718		)
Cash Investment in Subsidiary	—			—			4,168			(4,168		)	—			—			—			3,947			(3,947		)	—
Net Cash Provided by (Used in) Financing Activities	(14,610		)	(11,212		)	951			10,261			(14,610		)	57,336			(21,348		)	(4,565		)	25,913			57,336
Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents	—			—			(8		)	—			(8		)	—			—			(1,226		)	—			(1,226		)
Net Increase (Decrease) in Cash and Cash Equivalents	(133,640		)	(1,355		)	2,225			—			(132,770		)
Net Decrease in Cash and Cash Equivalents																(134,175		)	(1,376		)	(7,427		)	—			(142,978		)
Cash and Cash Equivalents, Beginning	138,926			2,680			53,062			—			194,668			138,926			2,680			53,062			—			194,668
Cash and Cash Equivalents, Ending	$	5,286		$	1,325		$	55,287		$	—		$	61,898		$	4,751		$	1,304		$	45,635		$	—		$	51,690

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The following table is a reconciliation of financial results by segment, as reported, to adjusted financial results by segment, excluding restructuring charges, acquisition-related charges, ~~and~~ certain litigation charges, and the reinstatement of a deferred tax asset for the three months ended fiscal ~~September~~December 2016 and 2015 (in thousands, except per share data):

Three Months Ended Fiscal September
2016 Reported
Adjustments⁽¹⁾

2016 Adjusted ⁽²⁾
2015 Reported
Adjustments⁽¹⁾

2015 Adjusted⁽²⁾
NET SALES:
Engines $ 150,083
$ —
$ 150,083
$ 153,116
$ —
$ 153,116
Products 162,541
—
162,541
166,128
—
166,128
Inter-Segment Eliminations (23,166 ) —
(23,166 ) (26,615 ) —
(26,615 )
Total $ 289,458
$ —
$ 289,458
$ 292,629
$ —
$ 292,629

GROSS PROFIT:
Engines $ 23,777
$ 464
$ 24,241
$ 27,800
$ —
$ 27,800
Products 27,143
2,245
29,388
19,384
8,018
27,402
Inter-Segment Eliminations (1,208 ) —
(1,208 ) 137
—
137
Total $ 49,712
$ 2,709
$ 52,421
$ 47,321
$ 8,018
$ 55,339

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Engines $ 44,301
$ 850
$ 43,451
$ 42,929
$ —
$ 42,929
Products 27,833
26
27,807
27,155
178
26,977
Total $ 72,134
$ 876
$ 71,258
$ 70,084
$ 178
$ 69,906

RESTRUCTURING CHARGES:
Engines $ 890
$ 890
$ —
$ —
$ —
$ —
Products 24
24
—
955
955
—
Total $ 914
$ 914
$ —
$ 955
$ 955
$ —

EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES
Engines $ 660
$ —
$ 660
$ 1,452
$ —
$ 1,452
Products 776
—
776
435
—
435
Total $ 1,436
$ —
$ 1,436
$ 1,887
$ —
$ 1,887

SEGMENT INCOME (LOSS) (3):
Engines $ (20,754 ) $ 2,204
$ (18,550 ) $ (13,677 ) $ —
$ (13,677 )
Products 62
2,295
2,357
(8,291 ) 9,151
860
Inter-Segment Eliminations (1,208 ) —
(1,208 ) 137
—
137
Total $ (21,900 ) $ 4,499
$ (17,401 ) $ (21,831 ) $ 9,151
$ (12,680 )

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Three Months Ended Fiscal September
2016 Reported
Adjustments⁽¹⁾

2016 Adjusted ⁽²⁾
2015 Reported
Adjustments⁽¹⁾

2015 Adjusted⁽²⁾
SEGMENT INCOME (LOSS) (3): (21,900 ) 4,499
(17,401 ) (21,831 ) 9,151
(12,680 )
Reconciliation from Segment Income (Loss) to Income (Loss) Before Income Taxes:
Equity in Earnings of Unconsolidated Affiliates 1,436
—
1,436
1,887
—
1,887
Income (Loss) from Operations $ (23,336 ) $ 4,499
$ (18,837 ) $ (23,718 ) $ 9,151
$ (14,567 )

INTEREST EXPENSE (4,536 ) —
(4,536 ) (4,518 ) —
(4,518 )
OTHER INCOME, Net 1,455
—
1,455
2,373
—
2,373
Income (Loss) Before Income Taxes (26,417 ) 4,499
(21,918 ) (25,863 ) 9,151
(16,712 )
PROVISION (CREDIT) FOR INCOME TAXES (8,246 ) 1,528
(6,718 ) (10,584 ) 3,203
(7,381 )
Net Income (Loss) $ (18,171 ) $ 2,971
$ (15,200 ) $ (15,279 ) $ 5,948
$ (9,331 )

EARNINGS (LOSS) PER SHARE
Basic $ (0.42 ) $ 0.07
$ (0.35 ) $ (0.34 ) $ 0.13
$ (0.21 )
Diluted (0.42 ) 0.07
(0.35 ) (0.34 ) 0.13
(0.21 )



	Three Months Ended Fiscal December
	2016 Reported			Adjustments⁽¹⁾		2016 Adjusted ⁽²⁾			2015 Reported			Adjustments⁽¹⁾		2015 Adjusted⁽²⁾
Gross Profit:
Engines	$	65,635		$	—	$	65,635		$	62,896		$	—	$	62,896
Products	26,744			2,647		29,391			25,213			6,846		32,059
Inter-Segment Eliminations	(683		)	—		(683		)	(241		)	—		(241		)
Total	$	91,696		$	2,647	$	94,343		$	87,868		$	6,846	$	94,714

Engineering, Selling, General and Administrative Expenses:
Engines	$	46,214		$	1,975	$	44,239		$	45,161		$	—	$	45,161
Products	26,345			—		26,345			28,809			181		28,628
Total	$	72,559		$	1,975	$	70,584		$	73,970		$	181	$	73,789

Segment Income (Loss) (3):
Engines	$	20,782		$	1,975	$	22,757		$	18,894		$	—	$	18,894
Products	417			3,019		3,436			(3,884		)	7,610		3,726
Inter-Segment Eliminations	(683		)	—		(683		)	(241		)	—		(241		)
Total	$	20,516		$	4,994	$	25,510		$	14,769		$	7,610	$	22,379

Reconciliation from Segment Income (Loss) to Income Before Income Taxes:
Equity in Earnings of Unconsolidated Affiliates	1,751			—		1,751			1,454			—		1,454
Income from Operations	$	18,765		$	4,994	$	23,759		$	13,315		$	7,610	$	20,925

Income Before Income Taxes	16,135			4,994		21,129			10,477			7,610		18,087
Provision for Income Taxes	3,575			2,417		5,992			3,534			2,664		6,198
Net Income	$	12,560		$	2,577	$	15,137		$	6,943		$	4,946	$	11,889

Earnings Per Share
Basic	$	0.28		$	0.06	$	0.34		$	0.15		$	0.11	$	0.26
Diluted	0.28			0.06		0.34			0.15			0.11		0.26

(1) For the ~~first~~second quarter of fiscal 2016, includes pre-tax restructuring charges of ~~$3,373~~$3,019 ($~~2,239~~1,962 after tax), pre-tax ~~acquisition-related~~litigation charges of ~~$276~~$1,975 ($~~179~~1,284 after tax), and ~~certain pre-tax litigation charges~~a tax benefit of ~~$850 ($553 after tax).~~$669 for reinstatement of a deferred tax asset related to an investment in marketable securities. For the ~~first~~second quarter of fiscal 2015, includes pre-tax restructuring charges of ~~$7,801~~$7,429 ($~~5,071~~4,829 after tax) and pre-tax acquisition-related charges of ~~$1,350~~$181 ($~~877~~117 after tax).

(2) Adjusted financial results are non-GAAP financial measures. The Company believes this information is meaningful to investors as it isolates the impact that restructuring charges, acquisition-related charges, ~~and~~ certain litigation charges, and reinstatement of deferred tax assets have on reported financial results and facilitates comparisons between peer companies. The Company may utilize non-GAAP financial measures as a guide in the forecasting, budgeting, and long-term planning process. While the Company believes that adjusted financial results are useful supplemental information, such adjusted financial results are not intended to replace its GAAP financial results and should be read in conjunction with those GAAP results.

(3) The Company defines segment income (loss) as income from operations plus equity in earnings of unconsolidated affiliates.

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NET SALES

Consolidated net sales for the second quarter of fiscal 2016 were $413 million, a decrease of $31 million or 7.0% from the second quarter of fiscal 2015. Net sales decreased during the quarter partially due to an unfavorable foreign currency impact, net of price increases, of $8.8 million, predominately related to the weakening of the Euro, Australian Dollar, and Brazilian Real. Excluding currency impacts, net sales decreased by $22 million. The decrease in net sales was primarily a result of lower sales of job site products, the timing of pressure washer shipments, and lower sales of standby generators as well as lower shipments in certain international regions. Partially offsetting this decrease were increased shipments of engines to customers in North America, higher sales of commercial lawn and garden products in North America, and sales from Billy Goat, which was acquired in May 2015.

Engines Segment net sales in the second quarter of fiscal 2016 decreased $10 million or 3.6% from the prior year. Unfavorable foreign currency, net of offsetting price increases, negatively impacted net sales by approximately $2.1 million, largely due to the weakening of the Euro. Total engine volumes shipped in the quarter decreased by 0.8% or approximately 15,000 engines, mainly attributable to lower shipments into Europe and Asia as OEMs have delayed orders and are expected to produce closer to the season due to caution over the global economy, including the strength of the U.S. dollar. Shipments of small engines to North American customers increased in the quarter due to more normal pacing of walk mower production following the improved lawn and garden season. In fiscal 2015 walk mower production was delayed given elevated channel inventory coming out of the previous season.

Products Segment net sales in the second quarter of fiscal 2016 decreased $27 million or 13.3% from the prior year. Unfavorable foreign currency, net of offsetting price increases, negatively impacted net sales by approximately $6.7 million, primarily related to the Australian Dollar and Brazilian Real. Excluding currency impacts, net sales decreased by $19.9 million, primarily from lower sales of job site products, pressure washers, standby generators and snow throwers. Partially offsetting this decrease were increased sales of high-end residential and commercial lawn and garden equipment through our North American dealer channel and the Billy Goat acquisition.

GROSS PROFIT

The consolidated gross profit percentage was 22.2% in the second quarter of fiscal 2016, an increase from 19.8% in the same period last year.

The Engines Segment gross profit percentage was 25.1% in the second quarter of fiscal 2016, an increase of 200 basis points from the 23.1% in the second quarter of fiscal 2015. Expanded margins on new products, manufacturing efficiency improvements and slightly lower material costs contributed to the higher gross profit percentage compared to the second quarter of fiscal 2015. Manufacturing volume was consistent year over year during the second quarter. The impact of unfavorable foreign currency was largely offset by price increases.

The Products Segment gross profit percentage, including restructuring charges, was 15.5% for the second quarter of fiscal 2016, up from 12.7% in the second quarter of fiscal 2015. The adjusted gross profit percentage of 17.0% in the second quarter of fiscal 2016 increased 90 basis points year over year. Adjusted gross margins improved due to manufacturing efficiencies, including $2.0 million of incremental savings realized from the previously announced restructuring actions. Partially offsetting the higher gross profit margins was lower manufacturing volume, which reduced adjusted gross profit margins by 80 basis points. Manufacturing throughput decreased 13% during the second quarter of fiscal 2016 as production had been elevated in the second quarter of last year to pre-build products to support the closure of the McDonough plant. Unfavorable foreign currency, net of offsetting price increases, negatively impacted gross profit percentage by 50 basis points, largely due to the weakening of the Australian Dollar and Brazilian Real.

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Engineering, selling, general and administrative expenses were $72.6 million in the second quarter of fiscal 2016, a decrease of $1.4 million or 1.9% from the second quarter of fiscal 2015.

The Engines Segment engineering, selling, general and administrative expenses were $46.2 million in the second quarter of fiscal 2016, compared to $45.2 million in the same period last year. Adjusted engineering, selling, general and administrative expenses for the second quarter of fiscal 2016 were $44.2 million, a decrease of $0.9 million

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from the second quarter of fiscal 2015, largely due to the benefit of the movement in foreign currency rates, partially offset by higher costs related to pension expense.

The Products Segment engineering, selling, general and administrative expenses were $26.3 million for the second quarter of fiscal 2016, a decrease of $2.5 million from the second quarter of fiscal 2015. Adjusted engineering, selling, general and administrative expenses in the second quarter of fiscal 2016 were $26.3 million, a decrease of $2.3 million from the prior year primarily due to the benefit of the movement in foreign currency rates, partially offset by the Billy Goat acquisition.

The following table is a reconciliation of financial results by segment, as reported, to adjusted financial results by segment, excluding restructuring charges, acquisition-related charges, certain litigation charges, and the reinstatement of a deferred tax asset for the six months ended fiscal December 2016 and 2015 (in thousands, except per share data):



	Six Months Ended Fiscal December
	2016 Reported			Adjustments⁽¹⁾		2016 Adjusted ⁽²⁾			2015 Reported			Adjustments⁽¹⁾		2015 Adjusted⁽²⁾
Gross Profit:
Engines	$	89,411		$	464	$	89,875		$	90,696		$	—	$	90,696
Products	53,888			4,892		58,780			44,597			14,864		59,461
Inter-Segment Eliminations	(1,891		)	—		(1,891		)	(104		)	—		(104		)
Total	$	141,408		$	5,356	$	146,764		$	135,189		$	14,864	$	150,053

Engineering, Selling, General and Administrative Expenses:
Engines	$	90,514		$	2,825	$	87,689		$	88,267		$	—	$	88,267
Products	54,179			26		54,153			55,786			359		55,427
Total	$	144,693		$	2,851	$	141,842		$	144,053		$	359	$	143,694

Segment Income (Loss) (3):
Engines	$	28		$	4,179	$	4,207		$	5,040		$	—	$	5,040
Products	479			5,314		5,793			(11,997		)	16,761		4,764
Inter-Segment Eliminations	(1,891		)	—		(1,891		)	(104		)	—		(104		)
Total	$	(1,384	)	$	9,493	$	8,109		$	(7,061	)	$	16,761	$	9,700

Reconciliation from Segment Income (Loss) to Income (Loss) Before Income Taxes:
Equity in Earnings of Unconsolidated Affiliates	3,187			—		3,187			3,341			—		3,341
Income (Loss) from Operations	$	(4,571	)	$	9,493	$	4,922		$	(10,402	)	$	16,761	$	6,359

Income (Loss) Before Income Taxes	(10,282		)	9,493		(789		)	(15,385		)	16,761		1,376
Provision (Credit) for Income Taxes	(4,671		)	3,945		(726		)	(7,049		)	5,866		(1,183		)
Net Income (Loss)	$	(5,611	)	$	5,548	$	(63	)	$	(8,336	)	$	10,895	$	2,559

Earnings (Loss) Per Share
Basic	$	(0.13	)	$	0.12	$	(0.01	)	$	(0.19	)	$	0.24	$	0.05
Diluted	(0.13		)	0.12		(0.01		)	(0.19		)	0.24		0.05

(1) For the first six months of fiscal 2016, includes pre-tax restructuring charges of $6,392 ($4,201 after tax), pre-tax acquisition-related charges of $276 ($180 after tax), pre-tax litigation charges of $2,825 ($1,836 after tax), and a tax benefit of $669 for reinstatement of a deferred tax asset related to an investment in marketable securities. For the first six months of fiscal 2015, includes pre-tax restructuring charges of $15,230 ($9,900 after tax) and pre-tax acquisition-related charges of $1,531 ($995 after tax).

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(2) Adjusted financial results are non-GAAP financial measures. The Company believes this information is meaningful to investors as it isolates the impact that restructuring charges, acquisition-related charges, certain litigation charges, and reinstatement of deferred tax assets have on reported financial results and facilitates comparisons between peer companies. The Company may utilize non-GAAP financial measures as a guide in the forecasting, budgeting, and long-term planning process. While the Company believes that adjusted financial results are useful supplemental information, such adjusted financial results are not intended to replace its GAAP financial results and should be read in conjunction with those GAAP results.

(3) The Company defines segment income (loss) as income from operations plus equity in earnings of unconsolidated affiliates.

NET SALES

Consolidated net sales for the first ~~quarter~~six months of fiscal 2016 were ~~$289~~$703 million, a decrease of $3$34.1 million or ~~1.1%~~4.6% from the first ~~quarter~~six months of fiscal 2015. Net sales decreased during the ~~quarter primarily~~first six months of fiscal year 2016 partially due to an unfavorable foreign currency impact, net of price increases, of ~~$10.8~~$17.6 million, predominately related to the weakening of the Euro, Australian Dollar, and Brazilian Real. ~~Excluding currency impacts,~~The decrease in net sales ~~increased by $8 million. The increase~~ was ~~driven by~~also due to lower sales of job site products, the ~~results~~timing of ~~acquisitions completed during fiscal~~pressure washer shipments, and lower shipments to certain international regions. Partially offsetting this decrease were sales from Billy Goat, which was acquired in May 2015, higher shipments of small engines used on walk mowers, and increased sales of commercial lawn and garden ~~equipment.~~products.

Engines Segment net sales infor the first ~~quarter~~six months of fiscal 2016 decreased $3$13 million or ~~2.0%~~3.0% from the prior year. Unfavorable foreign currency, net of offsetting price increases, negatively impacted net sales, ~~by approximately $4.9 million,~~ largely due to the weakening of the Euro. Net sales also decreased due to lower shipments into Europe and Asia as OEMs have delayed orders and are expected to produce closer to the season due to caution over the global economy. Total engine volumes shipped in the ~~quarter~~first six months increased by ~~6.3%~~1.5% or approximately ~~50,000~~40,000 engines, mainly attributable to higher shipments of small engines used on walk mowers due to improved lawn and garden markets in North America ~~and Europe~~ this past ~~season. This resulted in~~season and more normal ~~channel inventories at the end~~pacing of ~~the season compared to higher inventory levels last year.~~walk mower production.

Products Segment net sales infor the first ~~quarter~~six months of fiscal 2016 decreased $4$30 million or ~~2.2%~~8.3% from the prior year. Unfavorable foreign currency, net of offsetting price increases, negatively impacted net sales by ~~approximately $5.9~~$10.7 million, primarily related to the Australian Dollar and Brazilian Real. ~~Excluding currency impacts, net~~Net sales ~~increased by $2.3 million~~also decreased due to lower sales of job site products, pressure washers, and standby generators. Partially offsetting this decrease were the results ~~from~~of the ~~prior year acquisitions of Allmand and~~ Billy Goat acquisition as well as increased sales of ~~high end~~high-end residential and commercial lawn and garden equipment through our North ~~America~~American dealer channel. Partially offsetting this increase were lower sales of snow throwers into Europe following two seasons of below normal snowfall and decreased sales in Latin America due to unfavorable economic conditions in

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the region. Lower generator sales due to a prolonged absence of major storms and our planned actions to narrow the assortment of lower priced Snapper consumer lawn and garden equipment also offset the increase.

GROSS PROFIT

The consolidated gross profit percentage was ~~17.2%~~20.1% in the first ~~quarter~~six months of fiscal 2016, an increase from ~~16.2%~~18.4% in the same period last year.

The Engines Segment gross profit percentage, including restructuring charges, was ~~15.8%~~21.7% in the first ~~quarter~~six months of fiscal 2016, ~~lower~~higher than the ~~18.2%~~21.3% in the first ~~quarter~~six months of fiscal 2015. The adjusted gross profit percentage was ~~16.2%~~21.8% in the first ~~quarter~~six months of fiscal 2016, ~~a decrease~~an increase of ~~200~~50 basis points from the prior year. Expanded margins on new products, manufacturing efficiency improvements and slightly lower material costs contributed to the higher gross profit percentage compared to the first six months of fiscal 2015. Manufacturing volume was consistent year over year. Unfavorable foreign currency, net of offsetting price increases, also negatively impacted ~~gross profit percentage by 250 basis points,~~net sales, largely due to the weakening of the Euro. Manufacturing volume decreased by 7%, which reduced the adjusted gross profit percentage by 90 basis points. Engine production was elevated last year in the first quarter to support the pre-build of products related to the closure of the McDonough plant. Partially offsetting the lower gross profit percentage was the benefit of manufacturing efficiency improvements and slightly lower material costs.

The Products Segment gross profit percentage, including restructuring and acquisition-related charges, was ~~16.7%~~16.1% for the first ~~quarter~~six months of fiscal 2016, up from ~~11.7%~~12.2% in the first ~~quarter~~six months of fiscal 2015. The adjusted gross profit percentage of ~~18.1%~~17.5% in the first ~~quarter~~six months of fiscal 2016 increased ~~160~~120 basis points year over year. Adjusted gross margins ~~improved by 180 basis points~~increased due to ~~increased~~improved manufacturing efficiencies, including ~~$2.2~~$4.1 million of incremental savings realized from the previously announced restructuring actions. Favorable sales mix, which improved adjusted gross margins by approximately 70 basis points, was driven by our focus on selling higher margin lawn and garden equipment and the results from last year’s acquisitions. Partially offsetting the higher gross profit margins was lower manufacturing ~~volume, which reduced adjusted gross profit margins by 90 basis points.~~volume. Manufacturing throughput decreased 13% during the first ~~quarter~~six months of fiscal 2016 as production had been elevated in the first ~~quarter~~six months of last year to pre-build products to support the closure of the McDonough plant.

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ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Engineering, selling, general and administrative expenses were ~~$72.1~~$144.7 million in the first ~~quarter~~six months of fiscal 2016, an increase of ~~$2.1~~$0.6 million or ~~2.9%~~0.4% from the first ~~quarter~~six months of fiscal 2015.

The Engines Segment engineering, selling, general and administrative expenses were ~~$44.3~~$90.5 million in the first ~~quarter~~six months of fiscal 2016, compared to ~~$42.9~~$88.3 million in the same period last year. Adjusted engineering, selling, general and administrative expenses for the first ~~quarter~~six months of fiscal 2016 were ~~$43.5~~$87.7 million, ~~an increase~~a decrease of ~~$0.5~~$0.6 million from the first ~~quarter~~six months of fiscal 2015, largely due to ~~higher costs related to pension expense and higher compensation expense, partially offset by~~ the benefit of the movement in foreign currency ~~rates.~~rates, partially offset by higher costs related to pension expense.

The Products Segment engineering, selling, general and administrative expenses were ~~$27.8~~$54.2 million for the first ~~quarter~~six months of fiscal 2016, ~~an increase~~a decrease of ~~$0.7~~$1.6 million from the first ~~quarter~~six months of fiscal 2015. Adjusted engineering, selling, general and administrative expenses in the first ~~quarter~~six months of fiscal 2016 were ~~$27.8~~$54.2 million, ~~an increase~~a decrease of ~~$0.8~~$1.3 million from the prior year ~~largely~~ due to ~~the Allmand and Billy Goat acquisitions, partially offset by~~ the benefit of the movement in foreign currency ~~rates.~~rates, partially offset by the Billy Goat acquisition.

INTEREST EXPENSE

Interest expense for the second quarter and first ~~quarter~~six months of fiscal 2016 was ~~$4.5~~higher by $0.1 million ~~which was consistent with~~and $0.1 million, respectively, compared to the same ~~period last year.~~periods a year ago due to higher average borrowings in fiscal 2016.

PROVISION FOR INCOME TAXES

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RESTRUCTURING ACTIONS

During the ~~first~~second quarter of fiscal 2016, the Company made progress implementing the previously announced restructuring actions to narrow its assortment of lower-priced Snapper consumer lawn and garden equipment and consolidate its Products Segment manufacturing facilities in order to reduce costs. ~~Production of riding mowers, the last part of the manufacturing transition from the McDonough plant, began at the Wauwatosa, Wisconsin plant during the first quarter. In addition to the~~ Products Segment restructuring, the Company implemented restructuring actions within the Engines Segment. These actions, which were completed in the first quarter of fiscal 2016, included a headcount reduction at our plant in Chongqing, China to offset lower production of engines used on snow throwers as well as changes in salaried personnel in the United States. Pre-taxpre-tax restructuring costs for the second quarter and first ~~quarter~~six months of fiscal 2016 were ~~$1.4~~$3.0 million and ~~$2.0~~$5.0 million, ~~related to the Engines and Products Segments,~~ respectively. Pre-tax restructuring cost estimates for the Products Segment ~~remain unchanged~~ for fiscal 2016 ~~at $4~~are $6 million to $8 million. ~~There are no additional charges anticipated related to the Engine Segment restructuring actions.~~ Incremental pre-tax savings related to the Products Segment restructuring actions during the ~~first~~second quarter of fiscal 2016 were ~~$1.7~~$2.0 million. Incremental cost savings as a result of ~~these~~Products Segment restructuring actions are anticipated to be $5 million to $7 million in fiscal 2016. Engines Segment restructuring actions implemented and completed in the first quarter of fiscal 2016 resulted in pre-tax restructuring costs of $1.4 million.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows used in operating activities for the first ~~three~~six months of fiscal 2016 were ~~$82.7~~$98.6 million compared to ~~$48.9~~$114.0 million in the first ~~three~~six months of fiscal 2015. The decrease in operating cash flows used was primarily related to changes in working capital, primarily ~~higher accounts receivable and lower accounts payable, partially offset by~~ lower inventory levels. Inventory levels were elevated last year in the ~~first~~second quarter to support the McDonough plant closure.

Cash flows used in investing activities were ~~$14.1~~$27.0 million and ~~$69.3~~$85.1 million during the first ~~three~~six months of fiscal 2016 and fiscal 2015, respectively. The ~~$55.2~~$58.1 million decrease in cash used in investing activities was primarily related to $2.2 million of cash paid for acquisitions in the first ~~quarter~~six months of fiscal 2016 compared to $62.1 million of cash paid for the Allmand acquisition in the first ~~quarter~~six months of fiscal 2015, partially offset by a ~~$5.0~~$2.6 million increase in additions to plant and equipment during the first ~~three~~six months of fiscal 2016 compared to the same period last year.

Cash flows provided by financing activities were ~~$33.7~~$69.6 million during the first ~~three~~six months of fiscal 2016 as compared to ~~$14.6~~$57.3 million ~~of cash flows used in financing activities~~ during the first ~~three~~six months of fiscal 2015. The ~~$48.3~~$12.3 million increase in cash provided by financing

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activities was attributable to ~~$38.4~~$93.2 million of borrowings on the Revolver in the first ~~quarter~~six months of fiscal 2016 compared to ~~no such~~$87.0 million of borrowings in fiscal 2015, $3.6 million of higher stock option proceeds in the first six months of fiscal 2016 compared to fiscal 2015, and a ~~$6.6~~$2.7 million decrease in treasury stock purchases in the first ~~quarter of fiscal 2016 compared to fiscal 2015, and $3.3 million of higher stock option proceeds in the first quarter~~six months of fiscal 2016 compared to fiscal 2015.

FUTURE LIQUIDITY AND CAPITAL RESOURCES

On December 20, 2010, the Company issued $225 million of 6.875% Senior Notes ("Senior Notes") due December 15, 2020.

In August 2015, the Company announced that its Board of Directors declared an increase in the quarterly dividend from $0.125 per share to $0.135 per share on the Company's common stock, beginning with the dividend payable on September 30, ~~2015 to shareholders of record at the close of business on September 17, 2015~~2015.

On August 13, 2014, the Board of Directors authorized up to $50 million in funds for use in the Company’s common share repurchase program. As of ~~September~~December 27, 2015, the total remaining authorization was approximately ~~$29.1~~$15.4 million with an expiration date of June 30, 2016. The common share repurchase program authorizes the purchase of shares of the Company's common stock on the open market or in private transactions from time to time,

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depending on market conditions and certain governing loan covenants. During the ~~three~~six months ended ~~September~~December 27, 2015, the Company repurchased ~~589,882~~1,343,968 shares on the open market at an average price of ~~$18.95~~$18.53 per share.

During the third quarter of fiscal 2014, the Company joined with one of its independent distributors to form Power Distributors LLC (the venture) to distribute service parts. The Company contributed non-cash assets in exchange for receiving an ownership interest in the venture. In the first quarter of fiscal 2015, a second independent distributor joined the venture. During the second quarter of fiscal 2015 and the first quarter of fiscal 2016, the venture acquired the assets of a third and fourth independent distributor, respectively. Subsequent to the second quarter of fiscal 2016, the Company contributed $19.1 million in cash as well as non-cash assets in exchange for receiving an additional ownership interest in the venture. As a result of the transaction, the Company's ownership percentage increased to 38%.

The Company expects capital expenditures to be approximately $65 million to $70 million in fiscal 2016. These anticipated expenditures reflect its plans to continue to invest in new products, manufacturing efficiencies and technology update projects.

During the first ~~three~~six months of fiscal 2016, the Company made no cash contributions to the qualified pension plan. Based upon current regulations and actuarial studies, the Company estimates that it will not be required to make minimum contributions to the qualified pension plan in fiscal 2016 through fiscal 2019. The Company may be required to make further contributions in future years depending upon the actual return on plan assets and the funded status of the plan in future periods.

Management believes that available cash, cash generated from operations, existing lines of credit and access to debt markets will be adequate to fund the Company’s capital requirements and operational needs for the foreseeable future.

The Revolver and the Senior Notes contain restrictive covenants. These covenants include restrictions on the Company’s ability to: pay dividends; repurchase shares; incur indebtedness; create liens; enter into sale and leaseback transactions; consolidate or merge with other entities; sell or lease all or substantially all of its assets; and dispose of assets or use proceeds from sales of its assets. The Revolver contains financial covenants that require the Company to maintain a minimum interest coverage ratio and impose a maximum leverage ratio. As of ~~September~~December 27, 2015, the Company was in compliance with these covenants, and expects to be in compliance with all covenants during the remainder of fiscal 2016.

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OFF-BALANCE SHEET ARRANGEMENTS

There have been no material changes since the August 21, 2015 filing of the Company’s Annual Report on Form 10-K.

CONTRACTUAL OBLIGATIONS

There have been no material changes since the August 21, 2015 filing of the Company’s Annual Report on Form 10-K.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in the Company’s critical accounting policies since the August 21, 2015 filing of its Annual Report on Form 10-K. As discussed in its annual report, the preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.

The most significant accounting estimates inherent in the preparation of the Company's financial statements include a goodwill assessment, estimates as to the realizability of accounts receivable and inventory assets, as well as estimates used in the determination of liabilities related to customer rebates, pension obligations, postretirement benefits, warranty, product liability, group health insurance, litigation and taxation. Various assumptions and other factors underlie the determination of these significant estimates. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and, in some instances, actuarial techniques. The Company re-evaluates these significant factors as facts and circumstances change.

The Company has contingent liabilities related to litigation and claims that arise in the normal course of business. The Company accrues for contingent liabilities when management determines it is probable that a liability has been incurred and the amount can be reasonably estimated. Liabilities are recorded based on management’s current

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judgments as to the probable and reasonably estimable outcome of the contingencies. To the extent that management’s future judgments related to the outcome of the contingencies differ from current expectations or as additional information becomes available, earnings could be impacted in the period such changes occur. See Note 14, “Commitments and Contingencies,” for a description of these matters.

NEW ACCOUNTING PRONOUNCEMENTS

A discussion of new accounting pronouncements is included in the Notes to Condensed Consolidated Financial Statements of this Form 10-Q under the heading "New Accounting Pronouncements" and is incorporated herein by reference.

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

This report contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. The words "anticipate", “believe”, “estimate”, “expect”, “forecast”, “intend”, “plan”, “project”, and similar expressions are intended to identify forward-looking statements. The forward-looking statements are based on the Company’s current views and assumptions and involve risks and uncertainties that include, among other things, the ability to successfully forecast demand for its products; changes in interest rates and foreign exchange rates; the effects of weather on the purchasing patterns of consumers and original equipment manufacturers (OEMs); actions of engine manufacturers and OEMs with whom we compete; changes in laws and regulations; changes in customer and OEM demand; changes in prices of raw materials and parts that we purchase; changes in domestic and foreign economic conditions; the ability to bring new productive capacity on line efficiently and with good quality; outcomes of legal proceedings and claims; the ability to realize anticipated savings from restructuring actions; and other factors disclosed from time to time in its SEC filings or otherwise, including the factors discussed in Item 1A, Risk Factors, of the Company’s Annual Report on Form 10-K and in its periodic reports on Form 10-Q. ~~We are~~The Company is not undertaking any obligation to update

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any forward-looking statements or other statements weit may make even though these statements may be affected by events or circumstances occurring after the forward-looking statements or other statements were made.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes since the August 21, 2015 filing of the Company’s Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

INTERNAL CONTROL OVER FINANCIAL REPORTING

There has not been any change in the Company’s internal control over financial reporting during the ~~first~~second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

A discussion of legal proceedings is included in the Notes to Condensed Consolidated Financial Statements of this Form 10-Q under the heading "Commitments and Contingencies" and is incorporated herein by reference.

ITEM 1A. RISK FACTORS

There have been no material changes since the August 21, 2015 filing of the Company’s Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below sets forth the information with respect to purchases made by or on behalf of the Company of its common stock during the quarterly period ended ~~September~~December 27, 2015.

2015 Fiscal Month Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Program (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
June 29, 2015 to July 26, 2015 161,552
$ 18.90
161,552
$ 37,205,015
July 27, 2015 to August 23, 2015 258,452
18.38
258,452
32,454,667
August 24, 2015 to September 27, 2015 169,878
19.87
169,878
29,079,191
Total First Quarter 589,882
$ 18.95
589,882
$ 29,079,191



2016 Fiscal Month	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
September 28, 2015 to October 25, 2015	94,972	$	19.77	94,972	$	27,201,595
October 26, 2015 to November 22, 2015	255,214	18.00		255,214	22,607,743
November 23, 2015 to December 27, 2015	403,900	17.96		403,900	15,353,699
Total Second Quarter	754,086	$	18.20	754,086	$	15,353,699


(1)	On January 22, 2014, the Board of Directors of the Company authorized up to $50 million in funds associated with the common share repurchase program. On August 13, 2014, the Board of Directors authorized up to an additional $50 million in funds for use in the Company’s common share repurchase program with an expiration date of June 30, 2016.

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ITEM 6. EXHIBITS



Exhibit Number		Description

10.1		Summary of Director Compensation (Filed herewith)

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished herewith)


32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished herewith)

101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~December 27, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive ~~Loss,~~Income (Loss), (iv) the Condensed Consolidated Statements of Cash Flows, and (v) related Notes to Condensed Consolidated Financial Statements

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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.



		BRIGGS & STRATTON CORPORATION
		(Registrant)

Date:	~~November 3, 2015~~February 2, 2016	/s/ Mark A. Schwertfeger
		Mark A. Schwertfeger
		Senior Vice President and Chief Financial Officer and Duly Authorized Officer

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EXHIBIT INDEX



Exhibit Number		Description

10.1		Summary of Director Compensation (Filed herewith)

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished herewith)

32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Furnished herewith)

101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~December 27, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive ~~Loss,~~Income (Loss), (iv) the Condensed Consolidated Statements of Cash Flows, and (v) related Notes to Condensed Consolidated Financial Statements

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	Three Months Ended Fiscal September
	2016 Reported			Adjustments⁽¹⁾		2016 Adjusted ⁽²⁾			2015 Reported			Adjustments⁽¹⁾		2015 Adjusted⁽²⁾
NET SALES:
Engines	$	150,083		$	—	$	150,083		$	153,116		$	—	$	153,116
Products	162,541			—		162,541			166,128			—		166,128
Inter-Segment Eliminations	(23,166		)	—		(23,166		)	(26,615		)	—		(26,615		)
Total	$	289,458		$	—	$	289,458		$	292,629		$	—	$	292,629

GROSS PROFIT:
Engines	$	23,777		$	464	$	24,241		$	27,800		$	—	$	27,800
Products	27,143			2,245		29,388			19,384			8,018		27,402
Inter-Segment Eliminations	(1,208		)	—		(1,208		)	137			—		137
Total	$	49,712		$	2,709	$	52,421		$	47,321		$	8,018	$	55,339

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Engines	$	44,301		$	850	$	43,451		$	42,929		$	—	$	42,929
Products	27,833			26		27,807			27,155			178		26,977
Total	$	72,134		$	876	$	71,258		$	70,084		$	178	$	69,906

RESTRUCTURING CHARGES:
Engines	$	890		$	890	$	—		$	—		$	—	$	—
Products	24			24		—			955			955		—
Total	$	914		$	914	$	—		$	955		$	955	$	—

EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES
Engines	$	660		$	—	$	660		$	1,452		$	—	$	1,452
Products	776			—		776			435			—		435
Total	$	1,436		$	—	$	1,436		$	1,887		$	—	$	1,887

SEGMENT INCOME (LOSS) (3):
Engines	$	(20,754	)	$	2,204	$	(18,550	)	$	(13,677	)	$	—	$	(13,677	)
Products	62			2,295		2,357			(8,291		)	9,151		860
Inter-Segment Eliminations	(1,208		)	—		(1,208		)	137			—		137
Total	$	(21,900	)	$	4,499	$	(17,401	)	$	(21,831	)	$	9,151	$	(12,680	)



2015 Fiscal Month	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
June 29, 2015 to July 26, 2015	161,552	$	18.90	161,552	$	37,205,015
July 27, 2015 to August 23, 2015	258,452	18.38		258,452	32,454,667
August 24, 2015 to September 27, 2015	169,878	19.87		169,878	29,079,191
Total First Quarter	589,882	$	18.95	589,882	$	29,079,191