UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

~~(Mark One)~~[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

For the quarterly period ended ~~March 27,~~October 2, 2005

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

¨	~~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~~BRIGGS & STRATTON CORPORATION		~~39-0182330~~
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(Exact name of registrant as specified in its charter)

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

12301 West Wirth Street, Wauwatosa, Wisconsin 53222
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(Address of Principal Executive Offices) (Zip Code)

414/259-5333
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(Registrant’s telephone number, including area code)

~~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 X No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes x X No ¨

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.

		Outstanding at
Class	~~Outstanding at April 29,~~		October 28, 2005
COMMON STOCK, par value $0.01 per share	~~51,593,331~~	51,733,751 Shares

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

INDEX

								Page No.
								~~Page No.~~
PART I –— FINANCIAL INFORMATION

			Item 1.		Financial Statements

					Consolidated Condensed Balance Sheets ~~– March 27,~~— October 2, 2005 and ~~June 27, 2004~~July 3, 2005		3

					Consolidated Condensed Statements of Income –— Three Months ~~and Nine Months~~ Ended ~~March 27,~~October 2, 2005 and ~~March 28,~~September 26, 2004		5

					Consolidated Condensed Statements of Cash Flows ~~– Nine~~— Three Months Ended ~~March 27,~~October 2, 2005 and ~~March 28,~~September 26, 2004		6

					Notes to Consolidated Condensed Financial Statements		7

			Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		21 17

			Item 3.		Quantitative and Qualitative Disclosures About Market Risk		25 20

			Item 4.		Controls and Procedures		25 20

PART II –— OTHER INFORMATION

Item 4.	Submissions of Matters to a Vote of Security Holders		21

Item 6.	Exhibits		21

Signatures			22

Exhibit Index			23


		~~Item 1.~~		~~Legal Proceedings~~		26

		~~Item 6.~~		~~Exhibits~~		26

		~~Signatures~~				28

		~~Exhibit Index~~				29

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands)

~~ASSETS~~

ASSETS

					October 2,		July 3,
	March 27, 2005		June 27, 2004		2005		2005
	(Unaudited)				(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	40,755	$	342,394	$	84,567	$	161,573
Accounts receivable, net		471,192		230,510	343,650		360,786
Inventories -
Finished products and parts		327,315		206,638	366,643		283,405
Work in process		191,288		124,483	193,374		174,648
Raw materials		12,304		6,610	12,628		11,612

Total inventories		530,907		337,731	572,645		469,665
Deferred income tax asset		61,485		47,623	97,498		92,251
Prepaid expenses and other current assets		20,371		23,735	35,001		34,930

Total current assets		1,124,710		981,993	1,133,361		1,119,205

OTHER ASSETS:
Goodwill		251,395		151,991	253,066		253,066
Other intangible assets, net		96,908		217
Prepaid pension		83,789		81,730
Investments		45,661		49,259	46,640		49,783
Deferred loan costs, net		6,383		6,325	5,650		6,016
Other intangible assets, net					96,062		96,445
Other long-term assets, net		11,887		9,096	28,031		27,198

Total other assets		496,023		298,618	429,449		432,508

PLANT AND EQUIPMENT:
Cost		974,047		867,987	1,006,145		1,005,644
Less - accumulated depreciation		544,048		511,445	564,899		558,389

Total plant and equipment, net		429,999		356,542	441,246		447,255
					$	2,004,056	$	1,998,968
	$	2,050,732	$	1,637,153

The accompanying notes are an integral part of these statements.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS (Continued)

(In thousands, except per share data)

LIABILITIES & SHAREHOLDERS’ INVESTMENT

   March 27,
2005
June 27,
2004

   (Unaudited)
CURRENT LIABILITIES:

Accounts payable
   $ 173,724 $ 120,409
Accrued liabilities
   233,123 177,025
Dividends payable
   8,770 —
Short-term debt
   10,622 3,127


Total current liabilities
   426,239 300,561


OTHER LIABILITIES:

Long-term debt
   486,131 360,562
Deferred income tax liability
   107,221 70,454
Accrued pension cost
   22,120 20,603
Accrued employee benefits
   14,885 14,201
Accrued postretirement health care obligation
   77,144 38,248
Other long-term liabilities
   15,780 14,929


Total other liabilities
   723,281 518,997


SHAREHOLDERS’ INVESTMENT:

Common stock -

Authorized 120,000* and 60,000 shares, $.01 par value, issued 57,854* and 28,927 shares, respectively
   579 289
Additional paid-in capital
   54,987 48,657
Retained earnings
   987,736 927,766
Accumulated other comprehensive income
   7,293 4,028
Unearned compensation on restricted stock
   (1,863 ) (1,490 )
Treasury stock, at cost 6,170* shares in FY2005 and 3,382 in FY2004
   (147,520 ) (161,655 )


Total shareholders’ investment
   901,212 817,595


   $ 2,050,732 $ 1,637,153

*	~~Share data reflects the 2-for-1 stock split effective October 29, 2004.~~

	October 2,			July 3,
	2005			2005
	(Unaudited)

CURRENT LIABILITIES:
Accounts payable	$	142,037		$	155,973
Accrued liabilities	191,990			196,252
Dividends payable	11,406			-
Current maturity on long-term debt	40,000			-
Short-term debt	4,721			443
Total current liabilities	390,154			352,668

OTHER LIABILITIES:
Long-term debt	446,510			486,321
Deferred income tax liability	111,295			113,794
Accrued pension cost	50,806			47,944
Accrued employee benefits	15,468			15,125
Accrued postretirement health care obligation	80,091			77,607
Other long-term liabilities	15,940			16,323
Total other liabilities	720,110			757,114

SHAREHOLDERS’ INVESTMENT:
Common stock -
Authorized 120,000 shares, $.01 par value, issued 57,854 shares	579			579
Additional paid-in capital	58,597			55,793
Retained earnings	1,022,677			1,029,329
Accumulated other comprehensive loss	(41,684		)	(48,331		)
Unearned compensation on restricted stock	(2,946		)	(1,985		)
Treasury stock at cost, 5,999 and 6,114 shares, respectively	(143,431		)	(146,199		)
Total shareholders’ investment	893,792			889,186
	$	2,004,056		$	1,998,968

The accompanying notes are an integral part of these statements.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

   Three Months Ended
Nine Months Ended


March 27,
2005

March 28,
2004

March 27,
2005

March 28,
2004

NET SALES
   $ 840,463 $ 654,681 $ 1,783,158 $ 1,402,060
COST OF GOODS SOLD
   674,735 486,914 1,440,470 1,083,252


Gross profit on sales
   165,728 167,767 342,688 318,808
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
   68,244 53,263 228,862 151,333


Income from operations
   97,484 114,504 113,826 167,475
INTEREST EXPENSE
   (10,240 ) (9,603 ) (27,154 ) (29,031 )
OTHER INCOME, net
   4,930 2,467 13,944 5,175


Income before income taxes
   92,174 107,368 100,616 143,619
PROVISION FOR INCOME TAXES
   31,350 36,100 34,220 47,700


Income before extraordinary item
   60,824 71,268 66,396 95,919
EXTRAORDINARY GAIN - NEGATIVE GOODWILL
   19,800 —   19,800 —


NET INCOME
   $ 80,624 $ 71,268 $ 86,196 $ 95,919


EARNINGS PER SHARE DATA*-

Average shares outstanding
   51,194 44,307 51,428 44,430


Income before extraordinary item
   1.19 1.61 1.29 2.16
Extraordinary gain
   0.38 —   0.38 —


Basic earnings per share
   $ 1.57 $ 1.61 $ 1.67 $ 2.16


Diluted average shares outstanding
   51,710 50,331 51,964 50,428


Income before extraordinary item
   1.18 1.44 1.28 1.97
Extraordinary gain
   0.38 —   0.38 —


Diluted earnings per share
   $ 1.56 $ 1.44 $ 1.66 $ 1.97


CASH DIVIDENDS DECLARED PER SHARE*
   $ 0.170 $ 0.165 $ 0.510 $ 0.495

*	~~Share data adjusted for effect of 2-for-1 stock split effective October 29, 2004.~~

	Three Months Ended
	October 2,			September 26,
	2005			2004

NET SALES	$	511,709		$	438,995

COST OF GOODS SOLD	430,401			368,177

Gross profit on sales	81,308			70,818

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	70,277			67,960

Income from operations	11,031			2,858

INTEREST EXPENSE	(10,028		)	(8,119		)

OTHER INCOME, net	6,264			2,933

Income (Loss) before provision (credit) for income taxes	7,267			(2,328		)

PROVISION (CREDIT) FOR INCOME TAXES	2,540			(840		)

NET INCOME (LOSS)	$	4,727		$	(1,488	)

EARNINGS PER SHARE DATA -

Average shares outstanding	51,695			51,191

Basic earnings (loss) per share	$	0.09		$	(0.03	)

Diluted average shares outstanding	52,158			51,191

Diluted earnings (loss) per share	$	0.09		$	(0.03	)

CASH DIVIDENDS PER SHARE	$	0.22		$	0.17

The accompanying notes are an integral part of these statements.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

							Three Months Ended
	Nine Months Ended						October 2,			September 26,
	March 27, 2005			March 28, 2004			2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	86,196		$	95,919
Adjustments to reconcile net income to net cash used in operating activities -
Extraordinary gain		(19,800	)		—
Net income (loss)							$	4,727		$	(1,488	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		54,182			48,167		19,424			17,769
Earnings of unconsolidated affiliates		(12,914	)		(2,807	)
Loss on disposition of plant and equipment		1,922			4,507
(Credit) provision for deferred income taxes		(15,428	)		1,119
Provision for bad debt		38,916			—
Changes in operating assets and liabilities, net of acquired assets and liabilities;
Increase in accounts receivable		(176,766	)		(217,725	)
Earnings of unconsolidated affiliates, net of dividends							2,494			3,728
(Gain) Loss on disposition of plant and equipment							(6,156		)	716
Provision for deferred income taxes							(7,746		)	(13,377		)
Stock compensation expense							2,096			117
Change in operating assets and liabilities:
Decrease (Increase) in receivables							17,136			(15,192		)
Increase in inventories		(49,996	)		(121,955	)	(102,980		)	(58,546		)
Decrease in prepaid expenses and other current assets		5,960			3,460
Increase in accounts payable and accrued liabilities		37,615			68,830
(Increase) Decrease in prepaid expenses and other current assets							(5,450		)	755
Decrease in accounts payable, accrued liabilities, and income taxes							(7,303		)	(30,920		)
Increase (Decrease) in accrued/prepaid pension							2,862			(347		)
Other, net		1,908			(10,168	)	(4,186		)	1,300

Net cash used in operating activities		(48,205	)		(130,653	)	(85,082		)	(95,485		)

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to plant and equipment		(61,027	)		(35,456	)	(16,317		)	(17,695		)
Proceeds received on disposition of plant and equipment		758			617
Proceeds received on sale of plant and equipment							10,474			56
Proceeds received on sale of certain assets of a subsidiary		4,050			—		-			4,050
Cash paid for acquisitions, net of cash acquired		(350,044	)		—
Investment in joint venture		(1,500	)		—
Dividends received		18,351			3,500
Cash paid for acquisition, net of cash acquired							-			(222,548		)
Refund of cash paid for acquisition		—			5,686		6,347			-

Net cash used in investing activities		(389,412	)		(25,653	)
Net cash provided by (used in) investing activities							504			(236,137		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) on loans and notes payable		131,570			(331	)	4,278			(123		)
Dividends paid		(17,502	)		(14,667	)
Proceeds from exercise of stock options		19,037			29,415		2,366			17,648

Net cash provided by financing activities		133,105			14,417		6,644			17,525

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		2,873			1,874		928			560

NET DECREASE IN CASH AND CASH EQUIVALENTS		(301,639	)		(140,015	)	(77,006		)	(313,537		)

CASH AND CASH EQUIVALENTS, beginning		342,394			324,815		161,573			342,394

CASH AND CASH EQUIVALENTS, ending	$	40,755		$	184,800		$	84,567		$	28,857

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid	$	34,652		$	33,771		$	17,258		$	15,604

Income taxes paid	$	11,498		$	11,867		$	1,778		$	1,652

The accompanying notes are an integral part of these statements.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

General Information

The accompanying unaudited consolidated condensed 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 presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the ~~United States.~~U.S. However, in the opinion of Briggs & Stratton Corporation, adequate disclosures have been presented to make the information not misleading, and all adjustments necessary to present fair statements of the results of operations and financial position have been included. All of these adjustments are of a normal recurring nature. These consolidated condensed financial statements should be read in conjunction with the financial statements and the notes ~~there-to~~thereto which were included in our latest Annual Report on Form 10-K.

Common Stock

On August 4, 2004, Briggs & Stratton’s board approved a two-for-one stock split of its common stock, which became effective on October 29, 2004 ~~following~~upon shareholder approval of the amendment to the Briggs & Stratton ~~Corporation~~ Articles of Incorporation. The stock split was ~~distributed~~payable on November 9, 2004 to shareholders of record onas of October 29, 2004. ~~Certain~~The split was in the form of a stock dividend, with shareholders receiving an additional share for each existing share held. All references in the Consolidated Condensed Financial Statements to the number of common shares and related per share amounts ~~have been restated to~~ reflect the effect of the stock split.

Accounts Receivable

During the first quarter of fiscal 2005, accounts receivable included $39 million from Murray Inc., a major original equipment manufacturer. Based on information available at that time, the company assessed the account was not fully collectible and believed a $10 million reserve was sufficient to cover the estimated loss. Accordingly, an additional allowance for doubtful accounts of $10 million was recorded in the first quarter of fiscal 2005. Subsequent to the first quarter of fiscal 2005, Murray Inc. filed for bankruptcy protection resulting in the write-off of the remaining $29 million.

Earnings Per Share

Basic earnings per share, for each period presented, is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share, for each period presented, is computed reflecting the potential dilution that would occur if options or other contracts to issue common stock were exercised or converted into common stock at the beginning of the period.

Shares outstanding used to compute diluted earnings per share for the quarter ended September 26, 2004 excluded 85,000 shares of restricted stock and outstanding options to purchase 2,540,176 shares of common stock. The impact of such common stock equivalents and their effects on income were excluded from the calculation of net loss per share on a diluted basis as their effect is anti-dilutive. There were no shares excluded from the computation of diluted earnings per share for the quarter ended October 2, 2005.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Information on earnings per share is as follows (in thousands):

   Three Months Ended
   Nine Months Ended
   March 27,
2005
   March 28,
2004
   March 27,
2005

March 28,
2004
Net income
   $ 80,624    $ 71,268    $ 86,196    $ 95,919
Adjustments to net income to add after tax interest expense on convertible notes
   —      1,162    —      3,507




Adjusted net income used in diluted earnings per share
   $ 80,624    $ 72,430    $ 86,196    $ 99,426




Average shares of common stock outstanding*
   51,194    44,307    51,428    44,430
Incremental common shares applicable to common stock options based on the common stock average market price during the period*
   485    351    502    317
Incremental common shares applicable to restricted common stock based on the common stock average market price during the period*
   31    21    34    29
Incremental common shares applicable to convertible notes based on the conversion provisions of the convertible notes*
   —      5,652    —      5,652




Diluted average common shares outstanding*
   51,710    50,331    51,964    50,428

*	~~Share data adjusted for effect of 2-for-1 stock split effective October 29, 2004.~~

	Three Months Ended
	October 2,		September 26,
	2005		2004

Net income (loss)	$	4,727	$	(1,488	)

Average shares of common stock outstanding	51,695		51,191

Incremental common shares applicable to common stock options based on the common stock average market price during the period	427		-

Incremental common shares applicable to restricted common stock based on the common stock average market price during the period	36		-

Diluted average shares of common stock outstanding	52,158		51,191

~~BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES~~

Comprehensive Income

~~Comprehensive Income~~

Comprehensive income is a more inclusive financial reporting method that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. Comprehensive income is defined as net income and other changes in shareholders’ investment from transactions and events other than with shareholders. Total comprehensive income (loss) is as follows (in thousands):

   Three Months Ended
Nine Months Ended

   March 27,
2005
March 28,
2004
March 27,
2005
March 28,
2004

Net income
   $ 80,624 $ 71,268 $ 86,196 $ 95,919
Cumulative translation adjustments
   (46 ) (1,402 ) 3,473 2,014
Unrealized gain (loss) on derivative instruments
   1,050 8,016 (208 ) (90 )


Total comprehensive income
   $ 81,628 $ 77,882 $ 89,461 $ 97,843

	Three Months Ended
	October 2,		September 26,
	2005		2004

Net income (loss)	$	4,727	$	(1,488	)
Cumulative translation adjustments	820		414
Unrealized gain (loss) on derivative instruments	5,827		(405		)
Total comprehensive income (loss)	$	11,374	$	(1,479	)

The components of Accumulated Other Comprehensive Income (Loss) are as follows (in thousands):

							October 2,				July 3,
							2005				2005
	March 27, 2005			June 27, 2004
Cumulative translation adjustments	$	8,331		$	4,858		$		6,559		$	5,739
Unrealized gain on derivative instruments		292			500		6,746				919
Minimum pension liability adjustment		(1,330	)		(1,330	)	(54,989			)	(54,989			)
Accumulated other comprehensive loss							$	(41,684		)	$		(48,331	)

Accumulated other comprehensive income	$	7,293		$	4,028

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Derivatives

Derivatives are recorded on the balance sheet as assets or liabilities, measured at fair value. Briggs & Stratton enters into derivative contracts designated as cash flow hedges to manage its foreign currency exposures. These instruments generally do not have a maturity of more than twelve months. Briggs & Stratton has used interest rate swaps designated as fair value hedges to manage its debt portfolio. These instruments generally have maturities and terms consistent with the underlying debt instrument. In April 2004, all interest rate swaps were terminated.

Changes in the fair value of cash flow hedges are recorded on the Consolidated Condensed Statements of Income or ~~on the Consolidated Condensed Balance Sheets~~ as a component of Accumulated Other Comprehensive Income (Loss). The amounts included in Accumulated Other Comprehensive Income (Loss) will be reclassified into income when the forecasted transactions occur, generally within the next twelve months. These forecasted transactions represent the exporting of products for which Briggs & Stratton will receive foreign currency and the importing of products for which it will be required to pay in a foreign currency. Changes in the fair value of ~~fair value hedges related to interest rate swaps were recorded as either an increase or decrease to long-term debt. Changes in the fair value of~~ all derivatives deemed to be ineffective are recorded as either income or expense in the accompanying Consolidated Condensed Statements of Income.

~~BRIGGS~~Briggs & ~~STRATTON CORPORATION AND SUBSIDIARIES~~Stratton manages its exposure to fluctuation in the cost of natural gas used by its operating facilities through participation in a third party managed dollar cost averaging program linked to NYMEX futures. As a participant in the program, Briggs & Stratton hedges a minimum of 50% of its anticipated monthly natural gas usage along with a pool of other companies. Briggs & Stratton does not hold any actual futures contracts and actual delivery of natural gas is not required of the participants in the program. Cash settlements occur on a monthly basis based on the difference between the average dollar price of the underlying NYMEX futures held by the third party and the actual price of natural gas paid by Briggs & Stratton in the period. The fair value of the underlying NYMEX futures is reflected as an asset or liability on the accompanying Consolidated Condensed Balance Sheets. Changes in fair value are reflected as a Component of Accumulated Other Comprehensive Income (Loss), which are reclassified into the income statement as the monthly cash settlements occur and actual natural gas is consumed.

Segment and Geographic Information

Briggs & Stratton operates in two reportable business segments that are managed separately based on fundamental differences in their operations. Summarized segment data is as follows (in thousands):

	Three Months Ended
	October 2,			September 26,
	2005			2004
NET SALES:
Engines	$	285,429		$	254,112
Power Products	300,607			222,154
Inter-Segment Eliminations	(74,327		)	(37,271		)
Total*	$	511,709		$	438,995

* International Sales (included in above)
Engines	$	93,301		$	54,086
Power Products	22,236			7,162
Total	$	115,537		$	61,248

GROSS PROFIT ON SALES:
Engines	$	59,684		$	44,245
Power Products	19,504			24,198
Inter-Segment Eliminations	2,120			2,375
Total	$	81,308		$	70,818

INCOME (LOSS) FROM OPERATIONS:
Engines	$	8,767		$	(4,676	)
Power Products	144			5,159
Inter-Segment Eliminations	2,120			2,375
Total	$	11,031		$	2,858

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

   Three Months Ended
Nine Months Ended

   March 27,
2005
March 28,
2004
March 27,
2005
March 28,
2004

NET SALES:

Engines
   $ 604,866 $ 581,915 $ 1,233,852 $ 1,174,111
Power Products
   323,650 125,637 714,912 348,800
Inter-Segment Eliminations
   (88,053 ) (52,871 ) (165,606 ) (120,851 )


Total*
   $ 840,463 $ 654,681 $ 1,783,158 $ 1,402,060


*  International Sales (included in the above)

Engines
   $ 144,846 $ 121,813 $ 301,650 $ 274,767
Power Products
   28,472 705 43,591 8,215


Total
   $ 173,318 $ 122,518 $ 345,241 $ 282,982


GROSS PROFIT ON SALES:

Engines
   $ 133,710 $ 156,450 $ 266,636 $ 279,823
Power Products
   34,741 14,146 76,788 42,107
Inter-Segment Eliminations
   (2,723 ) (2,829 ) (736 ) (3,122 )


Total
   $ 165,728 $ 167,767 $ 342,688 $ 318,808


INCOME FROM OPERATIONS:

Engines
   $ 85,522 $ 110,019 $ 95,374 $ 148,731
Power Products
   14,685 7,314 19,188 21,866
Inter-Segment Eliminations
   (2,723 ) (2,829 ) (736 ) (3,122 )


Total
   $ 97,484 $ 114,504 $ 113,826 $ 167,475

Warranty

Briggs & Stratton recognizes the cost associated with its standard warranty on Engines and Power Products at the time of sale. 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):

Balance, June 27, 2004
   $ 43,148
Balance Related to Acquistions
   12,273
Payments
   (27,476 )
Provision for Current Year Warranties
   30,197
Provision for Prior Year Warranties
   (238 )

Balance, End of Period
   $ 57,904

	Three Months Ended
	October 2,			September 26,
	2005			2004
Beginning balance	$	59,625		$	43,148
Balance related to acquisition	-			8,773
Payments	(9,436		)	(9,015		)
Provision for current year warranties	8,609			8,167
Adjustments to prior years warranties	(1,800		)	(1,235		)
Ending balance	$	56,998		$	49,838

~~BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES~~

Stock Options

~~Stock Options~~

Effective July 4, 2005, Briggs & ~~Stratton has an~~Stratton’s Incentive Compensation Plan ~~that~~ is accounted for under Statement of Financial Accounting Standard (“SFAS”) No. 123R, “Share Based Payment”. During the quarter ended October 2, 2005, the Company recognized approximately $1.9 million in stock option compensation expense. Prior to July 4, 2005, the plan was accounted for according to Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees”. ~~Under the plan,~~Thus, no compensation cost ~~has been recognized.~~was recognized prior to fiscal year 2006. Had compensation cost for this plan been determined consistent with ~~Statement of Financial Accounting Standard (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” and~~ SFAS No. ~~148, “Accounting for Stock-Based Compensation-Transition and Disclosure”,~~123R, the Company’s net income and earnings per share would have been reduced to the following pro forma amounts (in thousands, except per share data):

   Three Months Ended
Nine Months Ended

   March 27,
2005
March 28,
2004
March 27,
2005
March 28,
2004

Net income as reported:
   $ 80,624 $ 71,268 $ 86,196 $ 95,919
Basic EPS:

Deduct employee compensation expense determined under a fair value based method, net of related tax effects
   (1,322 ) (1,145 ) (3,784 ) (2,767 )


Income Available to Common Stockholders:
   79,302 70,123 82,412 93,152
Diluted EPS:

Add reduction in interest expense related to convertible debt
   —   1,162 —   3,507


Income Available to Common Stockholders:
   $ 79,302 $ 71,285 $ 82,412 $ 96,659


Earnings per share*:

As reported
   $ 1.57 $ 1.61 $ 1.67 $ 2.16
Pro forma
   $ 1.55 $ 1.58 $ 1.60 $ 2.10
Diluted earnings per share*:

As reported
   $ 1.56 $ 1.44 $ 1.66 $ 1.96
Pro forma
   $ 1.55 $ 1.42 $ 1.59 $ 1.92

*	~~Share data adjusted for effect of 2-for-1 stock split effective October 29, 2004.~~

	Three Months Ended
	September 26,
	2004

Net income (loss) as reported:	$	(1,488	)
Deduct employee compensation expense determined under a fair value based method, net of related tax effects	1,105
Pro forma net income (loss)	$	(2,593	)

Basic earnings (loss) per share:
As reported	$	(0.03	)
Pro forma	$	(0.05	)

Diluted earnings (loss) per share:
As reported	$	(0.03	)
Pro forma	$	(0.05	)

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Pension and Postretirement Benefits

Briggs & Stratton 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				October 2,			September 26,			October 2,		September 26,
	March 27, 2005			March 28, 2004			March 27, 2005		March 28, 2004		2005			2004			2005		2004
Components of Net Periodic (Income) Expense:

Components of net periodic (income) expense:
Service cost-benefits earned	$	3,243		$	3,274		$	678	$	167	$	4,022		$	3,470		$	876	$	763
Interest cost on projected benefit obligation		13,611			12,772			4,176		2,636	13,096			13,720			3,827		4,179
Expected return on plan assets		(17,700	)		(18,114	)		—		—	(17,205		)	(18,061		)	-		-
Amortization of:
Transition obligation		—			2			12		35	2			-			11		11
Prior service cost		785			770			8		7	774			785			8		8
Actuarial loss		194			152			3,531		2,017	2,701			143			4,035		3,390

Net periodic (income) expense	$	133		$	(1,144	)	$	8,405	$	4,862


	Pension Benefits						Other Postretirement Benefits
	Nine Months Ended						Nine Months Ended
	March 27, 2005			March 28, 2004			March 27, 2005		March 28, 2004
Components of Net Periodic (Income) Expense:
Service cost-benefits earned	$	9,730		$	9,869		$	2,050	$	1,255
Interest cost on projected benefit obligation		40,833			38,317			12,527		8,074
Expected return on plan assets		(53,100	)		(54,343	)		—		—
Amortization of:
Transition obligation		—			6			35		35
Prior service cost		2,355			2,310			23		23
Actuarial loss		582			455			10,687		6,265

Net periodic (income) expense	$	400		$	(3,386	)	$	25,322	$	15,652

Net periodic expense											$	3,390		$	57		$	8,757	$	8,351

Employer Contributions:

Briggs & Stratton ~~does~~is not ~~expect~~required to make any contributions to the pension plans in fiscal ~~2005.~~2006.

Estimated Benefit ~~Payments for Unfunded Plans:~~

Payments:

Briggs & Stratton expects to make benefit payments of approximately $1.5 million for its non-qualified pension plan during fiscal ~~2005.~~2006. As of ~~March 27,~~October 2, 2005, Briggs & Stratton had made payments of approximately ~~$1.1~~$0.5 million. Briggs & Stratton anticipates benefit payments of approximately ~~$27.9~~$27.0 million for its other postretirement benefit plans during fiscal ~~2005.~~2006. As of ~~March 27,~~October 2, 2005, Briggs & Stratton had made payments of approximately ~~$20.9~~$6.7 million.

Commitments and Contingencies

Briggs & Stratton 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 June 3, 2004, eight individuals who claim to have purchased lawnmowers in Illinois and Minnesota filed a lawsuit (Ronnie Phillips et al. v. Sears Roebuck Corporation et al., No. 04-L-334 (20th Judicial Circuit, St. Clair County, IL)) against the Company and other defendants alleging that the horsepower labels on the products they purchased were inaccurate. The plaintiffs seek certification of a class of all persons in the United States who, beginning January 1, 1995 through the present, purchased a lawnmower containing a two stroke or four stroke gas combustion engine up to 20 horsepower that was manufactured by the defendants. The complaint seeks an injunction, compensatory and punitive damages, and attorneys’ fees. On April 20, 2005, the court issued a stay with respect to this case pending settlement negotiations. A mediation session was held on October 6-7, 2005 involving all the parties, and discussions among the parties are ongoing.

Although it is not possible to predict with certainty the outcome of these unresolved legal actions or the range of possible loss, Briggs & Stratton believes these unresolved legal actions will not have a material effect on its financial position. Briggs & Stratton currently does not have enough information to estimate the impact that these matters may have on its future results of operations.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Acquisitions
On July 7, 2004, Briggs & Stratton and its subsidiary, Briggs & Stratton Power Products Group, LLC (“BSPPG”) acquired Simplicity Manufacturing, Inc. (“Simplicity”). Simplicity designs, manufactures and markets a wide variety of premium yard and garden tractors, lawn tractors, riding mowers, snow throwers, attachments, and other lawn and garden products like rototillers and chipper shredders. The purchase price included $246.6 million of cash, a $5.9 million liability for future tax benefits, and $130.1 million of liabilities assumed. The cash paid included $17.8 million of cash acquired and $9.3 million of direct acquisition costs.
The Simplicity acquisition has been accounted for using the purchase method of accounting. The purchase price was allocated on a preliminary basis to identifiable assets acquired and liabilities assumed based upon their estimated fair values, with the excess purchase price recorded as goodwill. Final adjustments to the purchase price allocation, which will include the resolution of certain tax matters, are not expected to be material to the consolidated financial statements.
The following table summarizes the fair value of the assets acquired and liabilities assumed at the date of acquisition:

   (In thousands)
Assets Acquired:

Current assets
   $ 122,294
Property, plant and equipment
   62,960
Goodwill
   98,289
Other intangible assets
   98,120
Other noncurrent assets
   866

Total assets
   382,529

Liabilities Assumed:

Current liabilities
   47,916
Deferred tax liabilities
   45,002
Post retirement benefits
   36,665
Other noncurrent liabilities
   502

Total liabilities
   130,085

Net assets
   $ 252,444

Other intangible assets are comprised of trademarks, patents and customer relationships. Patents have been assigned an estimated weighted average useful life of thirteen years. The customer relationships have been assigned an estimated useful life of twenty-five years. The patent and customer relationships are being amortized on a straight-line basis. The trademarks and goodwill, which are considered to have an indefinite life and will not be amortized, will be tested annually for impairment.
The following table summarizes pro forma results for the three and nine months ended March 28, 2004, as though the business combination had been completed at the beginning of the earliest comparable period (in thousands, except per share data):

   Three Months Ended
   Nine Months Ended

March 28,
2004

March 28,
2004
Net sales
   $ 744,338    $ 1,617,639
Net income
   $ 73,415    $ 96,373
Basic earnings per share
   $ 1.66    $ 2.17
Diluted earnings per share
   $ 1.48    $ 1.98
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
On February 11, 2005, Briggs & Stratton Corporation and its subsidiary, Briggs & Stratton Power Products Group, LLC (collectively “Briggs”) acquired certain assets of Murray, Inc. and Murray Canada Co. (collectively “Murray”) and entered into a transition supply agreement (“TSA”). The TSA gives Briggs the right to purchase finished lawn, garden and snow products from Murray for a period up to eighteen months. The cash purchase price was $121.3 million, including direct acquisition costs of $0.4 million. The Company financed the acquisition through the issuance of $125 million variable rate Term Notes due February 11, 2008, with no prepayment penalty. The Term Notes have financial and operating restrictions consistent with our other debt agreements, as disclosed in our Annual Report on Form 10-K. Although no liabilities were assumed pursuant to the asset purchase agreement, there are certain consumer and customer related obligations incident to the acquisition that have been considered. In addition, there were certain obligations created by the TSA that have been considered in our preliminary purchase accounting.
The Murray acquisition has been accounted for using the purchase method of accounting. The purchase price was allocated on a preliminary basis to identifiable assets acquired and liabilities recognized (as discussed above) based upon their estimated fair values. The estimated fair value of Murray assets acquired exceeded the acquisition cost by $19.8 million, after all tax considerations, and this amount was recognized as an extraordinary gain in the current quarter. Final adjustments to the purchase price allocation are not expected to be material to the consolidated financial statements.
The following table summarizes the fair value of the assets acquired and liabilities recognized at the date of acquisition:

   (In thousands)
Assets Acquired:

Accounts receivable
   $ 78,409
Inventory
   83,665

Total assets
   162,074

Liabilities Recognized:

Federal and state taxes payable
   10,200
Rebates
   4,241
Warranty
   3,500
TSA obligations
   3,052

Total liabilities
   20,993

Net assets
   $ 141,081

New Accounting Pronouncements
In December 2004, the FASB issued Statement 123R, “Share-Based Payment,”to be effective for annual periods beginning after June 15, 2005; thereby, becoming effective for Briggs & Stratton in the first quarter of fiscal 2006. Statement 123R requires all share-based payments to employees, including grants of employee stock options, to be recognized as an operating expense in the income statement. The cost is recognized over the requisite service period based on fair values measured on grant dates. The new standard may be adopted using either the modified prospective transition method or the modified retrospective method. We are currently evaluating our share-based employee compensation programs, the potential impact of this statement on our consolidated financial position and results of operations, and the alternative adoption methods.
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
Financial Information of Subsidiary Guarantor of Indebtedness

In June 1997, Briggs & Stratton issued $100 million of 7.25% senior ~~notes. In~~notes, in May 2001, the Company issued $275 million of 8.875% senior notes, and in February 2005, the Company issued $125 million of variable rate term notes. In addition, Briggs & Stratton has a $350 million revolving credit facility that expires in May 2009 that is used to finance seasonal working capital needs.

Under the terms of Briggs & Stratton’s 8.875% senior notes, 7.25% senior notes, variable rate term notes, and the revolving credit agreement (collectively, the “Domestic Indebtedness”), ~~BSPPG~~Briggs & Stratton Power Products Group, LLC and ~~effective July 7, 2004,~~ its wholly owned subsidiary, Simplicity Manufacturing, Inc., are joint and several guarantors of the Domestic Indebtedness (the “Guarantor”). The guarantees are full and unconditional guarantees. Additionally, if at any time a domestic subsidiary of Briggs & Stratton 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 Briggs & Stratton 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. Briggs & Stratton had the following outstanding amounts related to the guaranteed debt (in thousands):

					October 2, 2005		Maximum
					Carrying Amount		Guarantee
	March 27, 2005 Carrying Amount		Maximum Guarantee
8.875% Senior Notes, due March 15, 2011	$	271,589	$	275,000	$	271,875	$	275,000

7.25% Senior Notes, due September 15, 2007					$	89,635	$	90,000

Variable Rate Term Notes, due February 11, 2008	$	125,000	$	125,000	$	125,000	$	125,000

7.25% Senior Notes, due September 15, 2007	$	89,542	$	90,000

Revolving Credit Facility, expiring May 2009	$	9,850	$	350,000	$	-	$	350,000

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

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

BALANCE SHEET

As of ~~March 27,~~October 2, 2005

~~(In thousands)~~

	Briggs & Stratton		Guarantor		Non-Guarantor
	Corporation		Subsidiary		Subsidiaries		Eliminations			Consolidated

Current assets	$	760,175	$	509,958	$	179,218	$	(315,990	)	$	1,133,361
Investment in subsidiaries	770,102		-		-		(770,102		)	-
Non-current assets	406,958		447,832		15,905					870,695
	$	1,937,235	$	957,790	$	195,123	$	(1,086,092	)	$	2,004,056

Current liabilities	$	413,194	$	158,716	$	125,887	$	(307,643	)	$	390,154
Long-term debt	446,510		-		-		-			446,510
Other long-term obligations	175,392		97,924		284		-			273,600
Shareholders’ investment	902,139		701,150		68,952		(778,449		)	893,792
	$	1,937,235	$	957,790	$	195,123	$	(1,086,092	)	$	2,004,056

   Briggs & Stratton
Corporation
   Guarantor
Subsidiary
   Non-Guarantor
Subsidiaries
   Eliminations
Consolidated
Current Assets
   $ 633,214    $ 507,663    $ 296,242    $ (312,409 ) $ 1,124,710
Investment in Subsidiaries
   751,417    —      —      (751,417 ) —
Non-Current Assets
   474,110    436,456    15,456    —   926,022





   $ 1,858,741    $ 944,119    $ 311,698    $ (1,063,826 ) $ 2,050,732





Current Liabilities
   $ 312,149    $ 170,937    $ 237,611    $ (300,328 ) $ 420,369
Payable to Seller
   —      5,870    —      —   5,870
Long-Term Debt
   486,131    —      —      —   486,131
Other Long-Term Obligations
   147,168    89,680    302    —   237,150
Shareholders’ Investment
   913,293    677,632    73,785    (763,498 ) 901,212





   $ 1,858,741    $ 944,119    $ 311,698    $ (1,063,826 ) $ 2,050,732

BALANCE SHEET

As of ~~June 27, 2004~~

~~(In thousands)~~July 3, 2005

   Briggs & Stratton
Corporation
   Guarantor
Subsidiary
   Non-Guarantor
Subsidiaries
   Eliminations
Consolidated
Current Assets
   $ 739,007    $ 243,300    $ 227,786    $ (228,100 ) $ 981,993
Investment in Subsidiaries
   352,207    —      —      (352,207 ) —
Non-Current Assets
   471,395    175,439    8,326    —   655,160





   $ 1,562,609    $ 418,739    $ 236,112    $ (580,307 ) $ 1,637,153





Current Liabilities
   $ 226,627    $ 111,992    $ 180,791    $ (218,849 ) $ 300,561
Long-Term Debt
   360,562    —      —      —   360,562
Other Long-Term Obligations
   148,574    9,861    —      —   158,435
Shareholders’ Investment
   826,846    296,886    55,321    (361,458 ) 817,595





   $ 1,562,609    $ 418,739    $ 236,112    $ (580,307 ) $ 1,637,153

	Briggs & Stratton		Guarantor		Non-Guarantor
	Corporation		Subsidiary		Subsidiaries		Eliminations			Consolidated

Current assets	$	702,178	$	424,473	$	185,436	$	(192,882	)	$	1,119,205
Investment in subsidiaries	770,539		-		-		(770,539		)	-
Non-current assets	416,503		447,986		15,274		-			879,763
	$	1,889,220	$	872,459	$	200,710	$	(963,421	)	$	1,998,968

Current liabilities	$	328,914	$	74,890	$	130,483	$	(181,619	)	$	352,668
Long-term debt	486,321		-		-		-			486,321
Other long-term obligations	173,536		96,974		283		-			270,793
Shareholders’ investment	900,449		700,595		69,944		(781,802		)	889,186
	$	1,889,220	$	872,459	$	200,710	$	(963,421	)	$	1,998,968

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

STATEMENT OF INCOME

For the Three Months Ended ~~March 27,~~October 2, 2005

~~(In thousands)~~

   Briggs & Stratton
Corporation
Guarantor
Subsidiary
Non-Guarantor
Subsidiaries
Eliminations
Consolidated

Net Sales
   $ 587,013 $ 332,930 $ 43,055 $ (122,535 ) $ 840,463
Cost of Goods Sold
   458,363 299,889 37,416 (120,933 ) 674,735


��
Gross Profit
   128,650 33,041 5,639 (1,602 ) 165,728
Engineering, Selling, General and Administrative Expenses
   40,365 19,775 8,104 —   68,244


Income (Loss) from Operations
   88,285 13,266 (2,465 ) (1,602 ) 97,484
Interest Expense
   (10,175 ) (3 ) (18 ) (44 ) (10,240 )
Other Income (Expense), Net
   28,653 304 159 (24,186 ) 4,930


Income Before Income Taxes
   106,763 13,567 (2,324 ) (25,832 ) 92,174
Provision for Income Taxes
   36,299 5,177 34 (10,160 ) 31,350


Income Before Extraordinary Item
   70,464 8,390 (2,358 ) (15,672 ) 60,824
Extraordinary Gain
   —   19,800 —   —   19,800


Net Income (Loss)
   $ 70,464 $ 28,190 $ (2,358 ) $ (15,672 ) $ 80,624

~~STATEMENT OF INCOME~~

~~For the Nine Months Ended March 27, 2005~~

~~(In thousands)~~

   Briggs & Stratton
Corporation
Guarantor
Subsidiary
Non-Guarantor
Subsidiaries
Eliminations
Consolidated

Net Sales
   $ 1,191,345 $ 755,666 $ 120,287 $ (284,140 ) $ 1,783,158
Cost of Goods Sold
   946,024 680,358 94,963 (280,875 ) 1,440,470


Gross Profit
   245,321 75,308 25,324 (3,265 ) 342,688
Engineering, Selling, General and Administrative Expenses
   149,609 56,985 22,268 —   228,862


Income from Operations
   95,712 18,323 3,056 (3,265 ) 113,826
Interest Expense
   (26,440 ) (27 ) (90 ) (597 ) (27,154 )
Other Income (Expense), Net
   43,161 260 170 (29,647 ) 13,944


Income Before Income Taxes
   112,433 18,556 3,136 (33,509 ) 100,616
Provision for Income Taxes
   38,227 7,150 833 (11,990 ) 34,220


Income Before Extraordinary Item
   74,206 11,406 2,303 (21,519 ) 66,396
Extraordinary Gain
   —   19,800 —   —   19,800


Net Income
   $ 74,206 $ 31,206 $ 2,303 $ (21,519 ) $ 86,196

~~BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES~~

	Briggs & Stratton			Guarantor			Non-Guarantor
	Corporation			Subsidiary			Subsidiaries			Eliminations			Consolidated

Net sales	$	267,041		$	297,859		$	50,305		$	(103,496	)	$	511,709
Cost of goods sold	214,529			280,463			41,540			(106,131		)	430,401
Gross profit	52,512			17,396			8,765			2,635			81,308
Engineering, selling, general and administrative expenses	42,923			18,289			9,065			-			70,277
Income (Loss) from operations	9,589			(893		)	(300		)	2,635			11,031
Interest expense	(11,371		)	(14		)	(53		)	1,410			(10,028		)
Other income (expense), net	7,711			1,776			(988		)	(2,235		)	6,264
Income (Loss) before income taxes	5,929			869			(1,341		)	1,810			7,267
Provision (Credit) for
income taxes	2,075			698			640			(873		)	2,540
Net income (loss)	$	3,854		$	171		$	(1,981	)	$	2,683		$	4,727

STATEMENT OF INCOME

For the Three Months Ended ~~March 28,~~September 26, 2004

	Briggs & Stratton			Guarantor			Non-Guarantor
	Corporation			Subsidiary			Subsidiaries			Eliminations			Consolidated

Net sales	$	242,165		$	235,175		$	37,459		$	(75,804	)	$	438,995
Cost of goods sold	205,218			210,932			29,064			(77,037		)	368,177
Gross profit	36,947			24,243			8,395			1,233			70,818
Engineering, selling, general and administrative expenses	42,184			18,890			6,886			-			67,960
Income (Loss) from operations	(5,237		)	5,353			1,509			1,233			2,858
Interest expense	(7,575		)	(28		)	(41		)	(475		)	(8,119		)
Other income (expense), net	8,303			(388		)	(82		)	(4,900		)	2,933
Income (Loss) before income taxes	(4,509		)	4,937			1,386			(4,142		)	(2,328		)
Provision (Credit) for
income taxes	(1,623		)	1,906			275			(1,398		)	(840		)
Net income (loss)	$	(2,886	)	$	3,031		$	1,111		$	(2,744	)	$	(1,488	)

~~(In thousands)~~14

   Briggs & Stratton
Corporation
Guarantor
Subsidiary
Non-Guarantor
Subsidiaries
Eliminations
Consolidated

Net Sales
   $ 560,741 $ 120,930 $ 45,120 $ (72,110 ) $ 654,681
Cost of Goods Sold
   413,658 107,630 34,280 (68,654 ) 486,914


Gross Profit
   147,083 13,300 10,840 (3,456 ) 167,767
Engineering, Selling, General and Administrative Expenses
   39,957 6,059 7,247 —   53,263


Income from Operations
   107,126 7,241 3,593 (3,456 ) 114,504
Interest Expense
   (9,494 ) —   (10 ) (99 ) (9,603 )
Other Income (Expense), Net
   5,715 (14 ) 271 (3,505 ) 2,467


Income Before Income Taxes
   103,347 7,227 3,854 (7,060 ) 107,368
Provision for Income Taxes
   34,678 3,194 827 (2,599 ) 36,100


Net Income
   $ 68,669 $ 4,033 $ 3,027 $ (4,461 ) $ 71,268

~~STATEMENT OF INCOME~~

~~For the Nine Months Ended March 28, 2004~~

~~(In thousands)~~

   Briggs & Stratton
Corporation
Guarantor
Subsidiary
Non-Guarantor
Subsidiaries
Eliminations
Consolidated

Net Sales
   $ 1,132,809 $ 327,769 $ 111,352 $ (169,870 ) $ 1,402,060
Cost of Goods Sold
   873,137 288,220 86,777 (164,882 ) 1,083,252


Gross Profit
   259,672 39,549 24,575 (4,988 ) 318,808
Engineering, Selling, General and Administrative Expenses
   116,058 17,918 17,357 —   151,333


Income from Operations
   143,614 21,631 7,218 (4,988 ) 167,475
Interest Expense
   (28,733 ) (2 ) (50 ) (246 ) (29,031 )
Other Income (Expense), Net
   19,007 (44 ) 331 (14,119 ) 5,175


Income Before Income Taxes
   133,888 21,585 7,499 (19,353 ) 143,619
Provision for Income Taxes
   44,451 8,240 1,491 (6,482 ) 47,700


Net Income
   $ 89,437 $ 13,345 $ 6,008 $ (12,871 ) $ 95,919

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

STATEMENT OF CASH FLOWS

For the ~~Nine~~Three Months Ended ~~March 27,~~October 2, 2005

~~(In thousands)~~

	Briggs & Stratton			Guarantor			Non-Guarantor
	Corporation			Subsidiary			Subsidiaries			Eliminations			Consolidated
Net Cash (Used in) Provided by Operating Activities	$	(131,711	)	$	38,685		$	(1,598	)	$	9,542		$	(85,082	)

Cash Flows from Investing Activities:
Additions to plant and equipment	(11,457		)	(4,094		)	(766		)	-			(16,317		)
Proceeds received on sale of plant and equipment	10,455			19			-			-			10,474
Refund of cash paid for acquisition	-			6,347			-			-			6,347
Capital contributions to subsidiary	(383		)	-			-			383			-
Net Cash (Used in) Provided by Investing Activities	(1,385		)	2,272			(766		)	383			504

Cash Flows from Financing Activities:
Net borrowings (repayments) on loans and notes payable	39,636			(39,547		)	13,731			(9,542		)	4,278
Proceeds from exercise of stock options	2,366			-			-			-			2,366
Capital contributions received	-			383			-			(383		)	-
Net Cash Provided by (Used in)
Financing Activities	42,002			(39,164		)	13,731			(9,925		)	6,644

Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents	-			-			928			-			928

Net (Decrease) Increase in Cash and Cash Equivalents	(91,094		)	1,793			12,295			-			(77,006		)
Cash and Cash Equivalents, Beginning	143,034			6,376			12,163			-			161,573
Cash and Cash Equivalents, Ending	$	51,940		$	8,169		$	24,458		$	-		$	84,567

   Briggs & Stratton
Corporation
Guarantor
Subsidiary
Non-Guarantor
Subsidiaries
Eliminations
Consolidated

Net Cash (Used in) Provided by Operating Activities
   $ (89,661 ) $ 39,120 $ (4,379 ) $ 6,715 $ (48,205 )


Cash Flows from Investing Activities:

Additions to Plant and Equipment
   (45,094 ) (9,222 ) (6,711 ) —   (61,027 )
Proceeds Received on Disposition of Plant and Equipment
   557 10 191 —   758
Proceeds Received on Sale of Briggs & Stratton Canada
   —   —   4,050 —   4,050
Cash Paid for Acquistion, Net of Cash Acquired
   (719 ) (332,662 ) (16,663 ) —   (350,044 )
Cash Investment in Subsidiary
   (369,148 ) —   (12,469 ) 381,617 —
Investment in Joint Venture
   (1,500 ) —   —   —   (1,500 )
Dividends Received
   18,674 —   (323 ) —   18,351


Net Cash Used in Investing Activities
   (397,230 ) (341,874 ) (31,925 ) 381,617 (389,412 )


Cash Flows from Financing Activities:

Net Borrowings (Repayments) on Loans and Notes Payable
   177,691 (44,969 ) 11,317 (12,469 ) 131,570
Dividends Paid
   (17,455 ) —   (5,801 ) 5,754 (17,502 )
Capital Contributions Received
   —   349,542 32,075 (381,617 ) —
Proceeds from Exercise of Stock Options
   19,037 —   —   —   19,037


Net Cash Provided by Financing Activities
   179,273 304,573 37,591 (388,332 ) 133,105


Effect of Exchange Rate Changes
   —   —   2,873 —   2,873


Net (Decrease) Increase in Cash and Cash Equivalents
   (307,618 ) 1,819 4,160 —   (301,639 )
Cash and Cash Equivalents, Beginning
   326,809 4,007 11,578 —   342,394


Cash and Cash Equivalents, Ending
   $ 19,191 $ 5,826 $ 15,738 $ —   $ 40,755

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

STATEMENT OF CASH FLOWS

For the ~~Nine~~Three Months Ended ~~March 28,~~September 26, 2004

~~(In thousands)~~

	Briggs & Stratton			Guarantor			Non-Guarantor
	Corporation			Subsidiary			Subsidiaries			Eliminations			Consolidated
Net Cash (Used in) Provided by Operating Activities	$	(151,174	)	$	52,475		$	2,983		$	231		$	(95,485	)

Cash Flows from Investing Activities:
Additions to plant and equipment	(13,884		)	(1,877		)	(1,934		)	-			(17,695		)
Proceeds received on sale of plant and equipment	52			-			4			-			56
Proceeds received on sale of certain assets of a subsidiary	-			-			4,050			-			4,050
Capital contributions to subsidiary	(238,713		)	-			-			238,713			-
Cash paid for acquisition, net of cash acquired	(719		)	(221,829		)	-			-			(222,548		)
Other, net	(2,656		)	-			2,656			-			-
Net Cash (Used in) Provided by Investing Activities	(255,920		)	(223,706		)	4,776			238,713			(236,137		)

Cash Flows from Financing Activities:
Net borrowings (repayments) on loans and notes payable	64,297			(64,291		)	102			(231		)	(123		)
Proceeds from exercise of stock options	17,648			-			-			-			17,648
Capital contributions received	-			238,713			-			(238,713		)	-
Net Cash Provided by (Used in) Financing Activities	81,945			174,422			102			(238,944		)	17,525

Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents	-			-			560			-			560

Net (Decrease) Increase in Cash and Cash Equivalents	(325,149		)	3,191			8,421			-			(313,537		)
Cash and Cash Equivalents, Beginning	326,809			4,007			11,578			-			342,394
Cash and Cash Equivalents, Ending	$	1,660		$	7,198		$	19,999		$	-		$	28,857

   Briggs & Stratton
Corporation
Guarantor
Subsidiary
Non-Guarantor
Subsidiaries
Eliminations
Consolidated

Net Cash (Used in) Provided by Operating Activities
   $ (81,486 ) $ (49,779 ) $ (17,308 ) $ 17,920 $ (130,653 )


Cash Flows from Investing Activities:

Additions to Plant and Equipment
   (30,052 ) (4,506 ) (898 ) —   (35,456 )
Proceeds Received on Disposition of Plant and Equipment
   556 61 —   —   617
Dividends Received
   3,725 —   —   —   3,725
Refund of Cash Paid for Acquisition
   5,686 —   (225 ) —   5,461


Net Cash Used in Investing Activities
   (20,085 ) (4,445 ) (1,123 ) —   (25,653 )


Cash Flows from Financing Activities:

Net Borrowings (Repayments) on Loans and Notes Payable
   (52,251 ) 52,762 17,078 (17,920 ) (331 )
Dividends Paid
   (14,667 ) —   —   —   (14,667 )
Proceeds from Exercise of Stock Options
   29,415 —   —   —   29,415


Net Cash Provided by (Used in) Financing Activities
   (37,503 ) 52,762 17,078 (17,920 ) 14,417


Effect of Exchange Rate Changes
   —   (675 ) 2,549 —   1,874


Net Decrease in Cash and Cash Equivalents
   (139,074 ) (2,137 ) 1,196 —   (140,015 )
Cash and Cash Equivalents, Beginning
   304,103 1,575 19,137 —   324,815


Cash and Cash Equivalents, Ending
   $ 165,029 $ (562 ) $ 20,333 $ —   $ 184,800

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

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

The following is management’s discussion and analysis of Briggs & Stratton’s financial condition and results of operations for the periods included in the accompanying consolidated condensed financial statements:

RESULTS OF OPERATIONS

SALES

Consolidated net sales for the ~~third~~first quarter of fiscal ~~2005~~2006 totaled ~~$840~~$512 million, an increase of ~~$186~~$73 million or ~~28%~~17% when compared to ~~fiscal 2004. The increase is attributable primarily to~~ the ~~inclusion~~same period of ~~$108 million in sales from Simplicity and~~ the ~~inclusion of $72 million in sales of Murray product, both acquired in the current fiscal~~preceding year.

~~Third quarter net sales for the Engine Segment were $605 million in fiscal 2005 and $582 million in fiscal 2004.~~ The 4%, or $23 million, improvement is the result of a 12% increase in engine shipments that contributed $56 million and a $15 million benefit from favorable exchange rate on Euro denominated sales. These increases were partially offset by an engine mix that favored lower priced product resulting in a net sales reduction of $27 million, lower service parts and component sales of $13 million and an increase in sales incentives in the period. The engine mix and sales incentives were the expected reversals of the favorable experience from the first half of the year. The reduction in service parts and component sales reflects the efforts of our independent distribution network to reduce its inventories in the current year.

Third quarter Power Products Segment sales were $324 million versus $126 million in the same period a year ago. The $198 million improvement is primarily the result of the inclusion of $108 million of sales from Simplicity and $72 million in net sales from the Murray asset acquisition. The remaining increase was the result of generator and pressure washer volume increases. Generator net sales increased 15% while unit volume increased 12%. Generator demand continues to be strong due to continued replenishment of inventory caused by the major hurricane activity in this year’s first fiscal quarter. Net sales growth also reflects price increases instituted in January 2005. Pressure washer net sales increased 17% while unit volume increased 29%. The volume growth reflects the build-up of redesigned product at retail in anticipation of spring and summer demand, as well as the placement of incremental SKU’s at retail. The sales mix of pressure washers favored smaller, lower priced units.

Consolidated net sales for the nine-months ended March 27, 2005 totaled $1,783 million, an increase of $381 million or 27%. This increase reflects the inclusion of $260 million in net sales from Simplicity and $72 million of net sales of Murray product in the current year.

Nine-months sales for the Engine Segment totaled $1,234 million in fiscal 2005 versus $1,174 million in the prior year, a 5% or $60 million improvement. The main drivers for the net sales increases were; $40 million from an engine unit shipment increase of 4% and $33 million from favorable price and Euro exchange rates. Offsetting these increases were lower service parts and component sales of $14.3 million, primarily in the third quarter.

Power Products Segment net sales ~~for nine-months were $715~~increased $78 million, ~~compared to $349 million in the prior year. As previously discussed, this increase reflects~~driven by the inclusion of $80 million of sales ~~from our Simplicity~~related to Murray branded lawn and Murray acquisitions of $260 million and $72 million, respectively. The remaining improvement was the result of a generator sales increase of 20% due to a volume increase as a result of hurricane activitysnow equipment, in the ~~first fiscal quarter.~~current year. Generator sales benefited from two hurricanes in the current year, but the increase was offset by lower pressure washer and premium lawn and garden equipment sales. Pressure washer sales ~~were up 3% on a 9% unit volume increase. The mix~~decreases reflect changing operating procedures at certain retailers in their effort to carry less inventory. Premium lawn and garden equipment sales declines reflect lower replenishment sales to dealers due to higher inventories in certain areas of ~~pressure washer sales favored smaller, lower priced units.~~

~~BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES~~the country caused by dry weather.

The Engine Segment net sales increase was $31 million or 12% between years. This increase is volume driven due to improved shipments to Europe and increased shipments of engines to generator manufacturers.

GROSS PROFIT MARGIN

The consolidated gross profit margin ~~decreased to 20% from 26% experienced~~was 16% in the ~~preceding year’s third quarter.~~first quarter of fiscal 2006 and fiscal 2005. Engine Segment margins ~~decreased~~increased to 21% in fiscal 2006 from ~~27%~~17% in ~~the prior year to 22% in the current year. This decline in margin was driven primarily by a $23 million~~fiscal 2005. The increase in manufacturing costs. The majority of the cost increases reflect $16 million from increased prices on aluminum and steel. We are anticipating raw material and component costs to remain at these higher levels for the remainder of the fiscal year. The remaining increase in manufacturing costsmargin is attributable to ~~$7 million in increased overhead costs, such as utilities and fringe benefits, which were not offset by our ongoing cost reduction efforts. Lower production volume, resulting in~~a $6 million gain recorded on the sale of lower fixed costs absorption, also contributed to the lower Engine Segment margins. Pricing initiatives and a stronger Euro, offset by a negative mix of product that favored lower margined units, contributed $12 million to the Engine Segment margins in the third quarter, but this was not enough to overcome the cost increases. Power Products Segment margins were 11% in the third quarter of fiscal 2005 and fiscal 2004.an operating asset. The acquisition of Simplicity contributed margins of $17 million (7% gross margin) after the application of purchase accounting on acquired inventory. Murray sales in the third quarter were at zero margin after the application of purchase accounting. This reduced the overall segment margin by 3%. The margin on generators and pressure washers improved between years due to lower spending on manufacturing costs in the quarter, an 11% increase in unit production driven primarily by anticipated demand for pressure washers, and a favorable mix of higher margined pressure washers.

The consolidated gross profit margin for the nine-month period decreased from 22% in the prior year to 19% in the current year. The Engine Segment margin decreased from 24% in fiscal 2004 to 22% in fiscal 2005. Manufacturing cost increases of $56 million consisting primarily of increased aluminum and steel prices, were only partially offset by pricing initiatives and a favorable Euro exchange rate. Power Products Segment margins for the ~~nine-month period~~first quarter decreased from ~~12%~~11% in fiscal 2005 to 6% in fiscal 2006. Losses on sales of Murray branded product in the prior year to 11% in the current year. The acquisition of Simplicity contributed $38 million (6% gross margin) after the application of purchase accounting on acquired inventory. Murray sales were at zero margin after the application of purchase accounting. Thisquarter reduced ~~the overall~~an improved segment margin ~~by 1%. The~~of 13% to 6% due to the expenses associated with winding down the Transition Supply Agreement with the estate of Murray, Inc. Improved margins on ~~the generator~~generators and pressure ~~washer business~~washers attributable to pricing improvements and operating efficiencies were ~~flat between years. The impact~~partially offset by lower margins on premium lawn and garden product due to increased expense because of higher interest rates on dealer financing costs and lower production ~~volumes and manufacturing cost increases were offset by the increased generator sales volume and price increases.~~levels.

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Engineering, ~~selling, general~~Selling, General and ~~administrative expenses were $68~~Administrative Expenses increased by $12 million between years, excluding the impact of the $10 million bad debt expense on the Murray, Inc. trade receivable, taken in the ~~third~~first quarter of fiscal ~~2005 versus $53~~2005. The current year increases were driven primarily by planned increases in advertising and promotional costs of $3 million; increased salaries and fringe benefits of $3 million ~~in fiscal 2004. The $15~~and increased professional service fees of $3 million, ~~increase is attributable to the inclusion of Simplicity expenses~~which included legal fees and consulting for information technology enhancements. In addition, we adopted SFAS 123R in the current ~~year.~~quarter, which resulted in the recognition of compensation expense on certain outstanding stock options of $2 million.

This category increased $78 million for the nine-month comparative periods. The write-down of the trade receivable from Murray accounts for $39 million of the increase. The remaining increase is attributable to the inclusion of $39 million in expenses of Simplicity.

INTEREST EXPENSE

Interest expense was $10 million in the ~~third quarters~~first quarter of fiscal ~~2005 and~~2006, compared to $8 million in the first quarter of fiscal ~~2004. Interest expense decreased $2 million for the nine-month comparative periods.~~2005. The ~~decrease~~increase is attributable to ~~lower~~higher borrowings ~~between years.~~

~~PROVISION FOR INCOME TAXES~~

~~The effective tax rate for~~associated with the $125 million Term Notes used to finance the acquisition of certain assets of Murray, Inc. in the third quarter of fiscal 2005 and 2004 was 34%. The effective tax rate was 34% for the fiscal 2005 nine-month period and 33% in the prior year. The increase in the rate in the current year reflects decreases in foreign income and state tax credits and the elimination of the tax benefit from the closing of a tax audit year.2005.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

~~EXTRAORDINARY GAIN~~PROVISION FOR INCOME TAXES

The ~~extraordinary gain~~effective tax rate used in the ~~third~~first quarter of fiscal 2006 was 35%. This is management’s estimate of what the rate will be for the entire year. The rate for the first quarter of fiscal 2005 ~~represents~~was 36% and was ultimately decreased to 33% for the ~~difference between the estimated fair value~~entire fiscal year. The increase of the ~~selected assets acquired from Murray~~rate in the current year is attributable to increased earnings expectations and lower dividend income expected in the current year and the ~~cash paid, after all~~resulting foreign tax ~~considerations.~~credit implications.

LIQUIDITY AND CAPITAL RESOURCES

Cash used in operating activities for the ~~nine-month period~~first quarter of fiscal ~~2005~~2006 was ~~$48~~$85 million, a decrease of ~~$83~~$10 million from the first quarter of fiscal ~~2004, driven by reduced~~2005. This resulted from a lower deferred tax provision between years and $4 million of decreased working capital ~~requirements. The nine-month period~~requirements between years. In the first quarter of fiscal 2005, ~~experienced less~~generator and pressure washer inventory declined $47 million from the fiscal year end balance. This decline provided an offset to the buildup that occurred in the Engine Segment inventory. The first quarter of ~~an inventory build-up than the prior year. This was driven primarily by~~fiscal 2006 started out with significantly lower generator and pressure washer inventories primarily because of generator demand created by a June 2005 tax incentive program in Florida. Consequently, the fiscal 2006 inventory increase represents the buildup of Engine Segment inventory. The increase in inventory carrying values for the period was more than offset by lower bonus and other accrual payouts in the ~~current year. In addition,~~quarter, as well as, lower receivables ~~were lower~~ between years ~~attributable~~due to the elimination of ~~the~~$29 million in receivables from Murray, ~~receivable.~~Inc.

In the ~~nine-month period~~first quarter of fiscal 2006, cash provided by investing activities was $1 million compared to the use of $236 million in fiscal 2005. The $237 million decrease in use of cash is attributable to the $223 million acquisition of Simplicity Manufacturing, Inc. in the first quarter of fiscal 2005 we used $389 million in investing activities compared to $26 million in fiscal 2004. $350 million of cash was used on acquisitions in the current year. The acquisition of Simplicity used $229 million of cash and $121 million of cash was used for the acquisition of selected Murray assets. Planned increases in capital spending of $26 million and an investment in a joint venture of $2 million were partially offset by cash received ongreater proceeds from the sale of ~~certain~~ assets of a subsidiary. In the prior year, we received $6 million as a refund of a portion of the cash paid for the BSPPG acquisition in fiscal 2001. The amount was to adjust the original purchase price for the actual value received in acquired receivables and inventory. No such refund was received in the current year. In 2005 we received $13 million in cash dividends from our equity investment in Metal Technologies, Inc., the entity that acquired our two ductile iron foundries in August 1999. These were our first ~~dividends from this investment.~~quarter of fiscal 2006.

Net cash provided by financing activities was ~~$133~~$7 million in fiscal ~~2005, a $119~~2006, an $11 million ~~increase~~decrease from the $18 million net cash provided ~~by financing activities~~ in fiscal ~~2004.~~2005. The ~~increase~~decrease is attributable primarily to ~~the issuance of $125 million of Term Notes used to finance the acquisition of selected Murray assets in the current year. Increased dividend payments of $3 million and lower cash from~~reduced stock option activity in the current ~~year of $10 million, were partially offset by increased net borrowings under pre-existing loan agreements of $7 million.~~year.

FUTURE LIQUIDITY AND CAPITAL RESOURCES

~~On March 18, 2005 we increased the maximum amount available under our Revolving Credit Facility to~~ Briggs & Stratton has a $350 million ~~from $275 million. The amended agreement~~revolving credit faculty that expires in May 2009.

The ~~$125 million of Term Notes issued on February 11, 2005, require a payment of $40 million on August 11, 2006 with the remainder due February 11, 2008, there~~credit facility is ~~no prepayment penalty. These Notes were~~ used to ~~finance the acquisition of selected Murray assets. We do not believe the Term Notes or the acquisition of selected assets of Murray will significantly alter our future liquidity~~fund seasonal working capital requirements and ~~capital~~other financing needs.

We acquired Simplicity in July 2004, using available cash. We do not believe the acquisition of Simplicity will significantly alter our future liquidity and capital needs given its profitability and existing receivable financing arrangements.

~~We have remaining~~Management has authorization to buy up to 1.8 million shares of ~~our~~Briggs & Stratton common stock in open market or private transactions under ~~the~~a June 2000 Board of Directors’ ~~authorization to repurchase up to 2.0 million shares. We~~authorization. The Company did not purchase any shares in the first ~~nine-months~~quarter of fiscal ~~2005.~~2006.

Management expects cash outflows for capital expenditures to be approximately $80 ~~to $87~~ million in fiscal ~~2005.~~2006. These anticipated expenditures provide for continued ~~investments~~investment in equipment and new products. These expenditures will be funded using available cash.

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

~~BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES~~

OFF-BALANCE SHEET ARRANGEMENTS

~~OFF-BALANCE SHEET ARRANGEMENTS~~

There have been no material changes since the September ~~9, 2004~~16, 2005, filing of the Company’s Annual Report on Form 10-K.

~~CONTRACTUAL OBLIGATIONS~~

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

OTHER MATTERS

During the first quarter of fiscal 2006, Briggs & Stratton extended the term of its collective bargaining agreement governing certain Milwaukee area employees through July 31, 2010. Other agreements expire at various times ranging from 2006-2008.

CONTRACTUAL OBLIGATIONS

There have been no material changes since the September ~~9, 2004~~16, 2005, filing of the Company’s Annual Report on Form 10-K other than the issuance of $125 million in variable rate Term Notes with $40 million due August 11, 2006 and the remainder due February 11, 2008. As of March 27, 2005, the interest rate on these notes was 4.04%. As a result, the Company will incur additional interest expense of approximately $1.9 million, $5.1 million, $3.7 million and $2.1 million in fiscal years 2005, 2006, 2007 and 2008, respectively on these notes.10-K.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in Briggs & Stratton’s critical accounting policies since the September ~~9, 2004~~16, 2005 filing of its Annual Report on Form 10-K. As discussed in our annual report, the preparation of financial statements in conformity with accounting principles generally accepted in the ~~United States~~U.S. 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 ~~can~~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 our financial statements include estimates as to the recovery of accounts receivable and inventory reserves, as well as those used in the determination of liabilities related to customer rebates, pension obligations, post-retirement benefits, warranty, product liability, group health insurance 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. Briggs & Stratton re-evaluates these significant factors as facts and circumstances change.

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”, ~~“approval”,~~ “believe”, ~~“conditions”, “determine”,~~ “estimate”~~, “evaluate”~~, “expect”, “forecast”,

~~BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES~~

~~“if”~~, “intend”, “may”, ~~“negotiate”,~~ “objective”~~, “outcome”~~, “plan”, “project”, “seek”~~, “subject to”~~, “think”, “will”, 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 our products and appropriately adjust our manufacturing and inventory levels; changes in our operating expenses; changes in interest 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; the seasonal nature of our business; changes in laws and regulations, including environmental, tax, pension funding and accounting standards; work stoppages or other consequences of any deterioration in our employee relations; work stoppages by other unions that affect the ability of suppliers or customers to manufacture; acts of war or terrorism that may disrupt our business operations or those of our customers and suppliers; changes in customer and OEM demand; changes in prices of ~~purchased~~ raw materials and parts that we purchase; changes in domestic economic conditions, including housing starts and changes in consumer disposable income; changes in foreign economic conditions, including currency rate fluctuations; our customers’ ability to successfully obtain financing; the actions of customers of our OEM customers; actions by potential acquirers of certain OEMs; the ability to successfully realize the maximum market value of acquired assets; new facts that come to light in the future course of litigation proceedings which could affect our assessment of those matters; a successful transition supply agreement with Murray; the actions of other suppliers and the customers of Murray; the ability to successfully realize the maximum market value of acquired assets; work stoppages or other consequences of any deterioration in Murray’s employee relations; and other factors that may be disclosed from time to time in our SEC filings or otherwise. Some or all of the factors may be beyond our control. We caution you that any forward-looking statement reflects only our belief at the time the statement is made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes since the September ~~9, 2004~~16, 2005, 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.~~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 ~~have~~has not been any ~~changes~~change in the Company’s internal control over financial reporting ~~(as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)~~ during the first fiscal quarter ~~to which this report relates~~ that ~~have~~has materially affected, or ~~are~~is reasonably likely to materially affect, the Company’s internal control over financial reporting.

During the first fiscal quarter, the Company integrated Simplicity Manufacturing, Inc. onto its existing enterprise-wide information system. The Company does not believe this has had a material effect on the Company’s internal control over financial reporting.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

PART II - OTHER INFORMATION

ITEM ~~1. Legal Proceedings~~4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

~~Briggs & Stratton is subject~~ At the Annual Meeting of Shareholders on October 19, 2005, director nominees named below were elected to ~~various unresolved legal actions which arise~~a three-year term expiring in ~~the normal course of its business, the most prevalent of which relate to product liability (including asbestos-related liability) and patent and trademark matters.~~

~~On June 3, 2004, eight individuals who claim to have purchased lawnmowers in Illinois and Minnesota filed a lawsuit (~~~~Ronnie Phillips et al. v. Sears Roebuck Corporation et al.~~, No. 04-L-334 (20th Judicial Circuit, St. Clair County, IL)) against the Company and other defendants alleging that the horsepower labels on the products they purchased were inaccurate. The plaintiffs seek certification of a class of all persons in the United States who, beginning January 1, 1995 through the present, purchased a lawnmower containing a two stroke or four stroke gas combustion engine up to 20 horsepower that was manufactured2008 by the ~~defendants. The complaint seeks an injunction, compensatory~~indicated votes cast for and ~~punitive damages, and attorneys’ fees. The Company intends to vigorously defend this case. On April 20, 2005, the court issued a Stay~~withheld with respect to ~~this case pending settlement negotiations.~~each nominee.

Name of Nominee	For	Withheld
Jay H. Baker	48,006,375	157,749
Michael E. Batten	47,701,435	461,244
Brian C. Walker	48,014,986	146,138

Directors whose terms of office continue past the Annual Meeting of Shareholders are:

William F. Achtmeyer, David L. Burner, Mary K. Bush, Robert J. O’Toole, John S. Shiely, and Charles I. Story.

~~Although it is not possible to predict~~Shareholders ratified the selection of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm. The vote was 46,406,304 for the proposal, 1,673,499 against, with certainty the outcome of these unresolved legal actions or the range of possible loss, Briggs & Stratton believes these unresolved legal actions will not have a material effect on its financial position or results of operations.81,319 abstentions.

ITEM 6. EXHIBITS

Exhibit
~~Exhibit~~ Number		Description
~~10.1~~	~~Asset Purchase Agreement, dated January 25, 2005, by and among~~
10.1	Briggs & Stratton ~~Power Products Group, LLC, Briggs & Stratton Canada Inc., Murray, Inc.~~Premium Option and ~~Murray Canada Co. (Filed~~Stock Award Program
	(Filed as Exhibit 10.1 to the Company’s ~~Current~~ Report on Form 8-K dated ~~January 25, 2005)~~August 9, 2005 and incorporated by reference herein.)

10.2	~~Transition Supply Agreement, dated February 11,~~ Amended and Restated Economic Value Added Incentive Compensation Plan effective August 9, 2005 ~~between Briggs & Stratton Power Products Group, LLC and Murray, Inc. (Form of Transition Supply Agreement filed~~
	(Filed as Exhibit 10.2 to the Company’s ~~Current~~Annual Report on Form ~~8-K dated January 25, 2005)~~10-K for fiscal year ended July 3, 2005 and incorporated by reference herein.)

10.3 ~~(a)~~	~~Term Loan~~ Summary of Named Executive Officer Salary Increase
	(Filed herewith)

10.4	Retention and Consulting Agreement ~~dated February 11,~~entered into on September 12, 2005 ~~among~~between Briggs & Stratton Corporation and ~~LaSalle Bank N.A., as syndication agent, and Bank of America, N.A., as administrative agent (Filed~~Mark R. Hazeltine
	(Filed as Exhibit 10.1 to the Company’s ~~Current~~ Report on Form 8-K dated ~~February 11, 2005)~~September 12, 2005 and incorporated by reference herein.)

~~10.3 (b)~~ 31.1	Term Loan Agreement Amendment, dated March 18, 2005, among Briggs & Stratton Corporation, various financial institutions and Bank of America, N.A., as administrative agent (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 18, 2005)

~~10.4 (a)~~	Multicurrency Credit Agreement dated May 28, 2004, among Briggs & Stratton Corporation, the financial institutions party hereto, and LaSalle Bank National Association, M&I Marshall & Ilsley Bank and U.S. Bank National Association, as co-documentation agents, and Bank of America, N.A., as administrative agent, issuing bank and swing line bank (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 18, 2005)

~~10.4 (b)~~	Multicurrency Credit Agreement Amendment dated March 18, 2005, among Briggs & Stratton Corporation, various financial institutions and Bank of America, N.A., as administrative agent (Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated March 18, 2005)

~~31.1~~	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ~~(Filed herewith)~~
	(Filed herewith)
~~31.2~~
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ~~(Filed herewith)~~
	(Filed herewith)
~~32.1~~
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ~~(Furnished herewith)~~
	(Furnished herewith)
~~32.2~~
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ~~(Furnished~~
	(Furnished herewith)

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

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: ~~May~~November 4, 2005		/s/ James E. Brenn
	James E. Brenn
	Senior Vice President and Chief Financial Officer and
	Duly Authorized Officer

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX

Exhibit
~~Exhibit~~ Number		Description
~~10.1~~	~~Asset Purchase Agreement, dated January 25, 2005, by and among~~
10.1	Briggs & Stratton ~~Power Products Group, LLC, Briggs & Stratton Canada Inc., Murray, Inc.~~Premium Option and ~~Murray Canada Co. (Filed~~Stock Award Program (Filed as Exhibit 10.1 to the Company’s ~~Current~~ Report on Form 8-K dated ~~January 25, 2005)~~August 9, 2005 and incorporated by reference herein.)

10.2	~~Transition Supply Agreement, dated February 11,~~ Amended and Restated Economic Value Added Incentive Compensation Plan effective August 9, 2005 ~~between Briggs & Stratton Power Products Group, LLC and Murray, Inc. (Form of Transition Supply Agreement filed~~
	(Filed as Exhibit 10.2 to the Company’s ~~Current~~Annual Report on Form ~~8-K dated January 25, 2005)~~10-K for fiscal year ended July 3, 2005 and incorporated by reference herein.)

10.3 ~~(a)~~	~~Term Loan~~ Summary of Named Executive Officer Salary Increase
	(Filed herewith)

10.4	Retention and Consulting Agreement ~~dated February 11,~~entered into on September 12, 2005 ~~among~~between Briggs & Stratton Corporation and ~~LaSalle Bank N.A., as syndication agent, and Bank of America, N.A., as administrative agent (Filed~~Mark R. Hazeltine
	(Filed as Exhibit 10.1 to the Company’s ~~Current~~ Report on Form 8-K dated ~~February 11, 2005)~~September 12, 2005 and incorporated by reference herein.)

~~10.3 (b)~~ 31.1	Term Loan Agreement Amendment, dated March 18, 2005, among Briggs & Stratton Corporation, various financial institutions and Bank of America, N.A., as administrative agent (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 18, 2005)

~~10.4 (a)~~	Multicurrency Credit Agreement dated May 28, 2004, among Briggs & Stratton Corporation, the financial institutions party hereto, and LaSalle Bank National Association, M&I Marshall & Ilsley Bank and U.S. Bank National Association, as co-documentation agents, and Bank of America, N.A., as administrative agent, issuing bank and swing line bank (Filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 18, 2005)

~~10.4 (b)~~	Multicurrency Credit Agreement Amendment dated March 18, 2005, among Briggs & Stratton Corporation, various financial institutions and Bank of America, N.A., as administrative agent (Filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K dated March 18, 2005)

~~31.1~~	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ~~(Filed herewith)~~
	(Filed herewith)
~~31.2~~
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ~~(Filed herewith)~~
	(Filed herewith)
~~32.1~~
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ~~(Furnished herewith)~~
	(Furnished herewith)
~~32.2~~
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ~~(Furnished~~
	(Furnished herewith)

2823


Balance, June 27, 2004	$	43,148
Balance Related to Acquistions		12,273
Payments		(27,476	)
Provision for Current Year Warranties		30,197
Provision for Prior Year Warranties		(238	)

Balance, End of Period	$	57,904


	(In thousands)
Assets Acquired:
Current assets	$	122,294
Property, plant and equipment		62,960
Goodwill		98,289
Other intangible assets		98,120
Other noncurrent assets		866

Total assets		382,529

Liabilities Assumed:
Current liabilities		47,916
Deferred tax liabilities		45,002
Post retirement benefits		36,665
Other noncurrent liabilities		502

Total liabilities		130,085

Net assets	$	252,444


	Briggs & Stratton Corporation		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Current Assets	$	633,214	$	507,663	$	296,242	$	(312,409	)	$	1,124,710
Investment in Subsidiaries		751,417		—		—		(751,417	)		—
Non-Current Assets		474,110		436,456		15,456		—			926,022

	$	1,858,741	$	944,119	$	311,698	$	(1,063,826	)	$	2,050,732

Current Liabilities	$	312,149	$	170,937	$	237,611	$	(300,328	)	$	420,369
Payable to Seller		—		5,870		—		—			5,870
Long-Term Debt		486,131		—		—		—			486,131
Other Long-Term Obligations		147,168		89,680		302		—			237,150
Shareholders’ Investment		913,293		677,632		73,785		(763,498	)		901,212

	$	1,858,741	$	944,119	$	311,698	$	(1,063,826	)	$	2,050,732

WisconsinBRIGGS & STRATTON CORPORATION

Accounts Receivable

Earnings Per Share

Comprehensive Income

Stock Options

Commitments and Contingencies

LIQUIDITY AND CAPITAL RESOURCES

OFF-BALANCE SHEET ARRANGEMENTS

OTHER MATTERS

CONTRACTUAL OBLIGATIONS

CRITICAL ACCOUNTING POLICIES

CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

INTERNAL CONTROL OVER FINANCIAL REPORTING