UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

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

For the quarterly period ended December 27, 2009March 28, 2010

OR

 

¨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

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

(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  ¨    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

January 29,April 30, 2010

COMMON STOCK, par value $0.01 per share 50,003,12650,059,856 Shares

 

 

 


BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

INDEX

 

      Page No.
PART I – FINANCIAL INFORMATION  

Item 1.

  Financial Statements  
  

Consolidated Condensed Balance Sheets –
December 27, 2009 March 28, 2010 and June 28, 2009

  3
  

Consolidated Condensed Statements of Income –
Three and SixNine Months Ended December  27,March  28, 2010 and March 29, 2009 and December 28, 2008

  5
  

Consolidated Condensed Statements of Cash Flows –
Six Nine Months Ended December  27,March  28, 2010 and March 29, 2009 and December 28, 2008

  6
  

Notes to Consolidated Condensed Financial Statements

  7

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  19

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

      2122

Item 4.

  

Controls and Procedures

  22
PART II – OTHER INFORMATION  

Item 1.

  Item 1.

Legal Proceedings

      22
Item 1A.Risk Factors    22
Item 4.Submission of Matters to a Vote of Security Holders    22
Item 6.Exhibits    2223

Item 1A.

  

SignaturesRisk Factors

      2423

Item 6.

  

Exhibits

23

Signatures 

24

Exhibit Index

  25

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands)

ASSETS

 

  (Unaudited)
December 27,
2009
  June 28,
2009
  (Unaudited)
March 28,
2010
  June 28,
2009

CURRENT ASSETS:

        

Cash and Cash Equivalents

  $22,909  $15,992  $27,867  $15,992

Accounts Receivable, Net

   218,915   262,934   438,146   262,934

Inventories -

        

Finished Products and Parts

   460,184   359,429   325,556   359,429

Work in Process

   130,914   109,774   125,848   109,774

Raw Materials

   4,966   8,136   5,501   8,136
            

Total Inventories

   596,064   477,339   456,905   477,339
            

Deferred Income Tax Asset

   57,285   51,658   54,859   51,658

Assets Held For Sale

   4,000   4,000

Prepaid Expenses and Other Current Assets

   27,223   48,597   26,246   48,597
            

Total Current Assets

   922,396   856,520   1,008,023   860,520
            

OTHER ASSETS:

        

Goodwill

   254,844   253,854   255,016   253,854

Investments

   16,673   18,667   18,307   18,667

Other Intangible Assets, Net

   91,343   92,190   90,934   92,190

Long-Term Deferred Income Tax Asset

   23,964   23,165   17,096   23,165

Other Long-Term Assets, Net

   11,951   10,452   12,509   10,452
            

Total Other Assets

   398,775   398,328   393,862   398,328
            

PLANT AND EQUIPMENT:

        

Cost

   981,162   995,682   974,286   991,682

Less - Accumulated Depreciation

   632,399   631,507   637,831   631,507
            

Total Plant and Equipment, Net

   348,763   364,175   336,455   360,175
            

TOTAL ASSETS

  $1,669,934  $1,619,023  $1,738,340  $1,619,023
            

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

 

  (Unaudited)
December 27,
2009
 June 28,
2009
   (Unaudited)
March 28,
2010
 June 28,
2009
 

CURRENT LIABILITIES:

      

Accounts Payable

  $135,580   $128,151    $164,163   $128,151  

Short-Term Debt

   106,415    3,000     3,000    3,000  

Current Maturity on Long-Term Debt

   206,098    —    

Accrued Liabilities

   163,881    167,938     177,777    167,938  
              

Total Current Liabilities

   405,876    299,089     551,038    299,089  
              

OTHER LIABILITIES:

      

Deferred Income Tax Liability

   3,280    —    

Accrued Pension Cost

   133,137    138,811     130,289    138,811  

Accrued Employee Benefits

   19,512    19,429     19,627    19,429  

Accrued Postretirement Health Care Obligation

   150,238    155,443     147,936    155,443  

Other Long-Term Liabilities

   28,686    30,463     29,901    30,463  

Long-Term Debt

   230,924    281,104     139,355    281,104  
              

Total Other Liabilities

   565,777    625,250     467,108    625,250  
              

SHAREHOLDERS’ INVESTMENT:

      

Common Stock -

      

Authorized 120,000 shares, $.01 par value, issued 57,854 shares

   579    579     579    579  

Additional Paid-in Capital

   79,455    77,522  

Additional Paid-In Capital

   80,246    77,522  

Retained Earnings

   1,059,632    1,075,838     1,078,205    1,075,838  

Accumulated Other Comprehensive Loss

   (237,355  (250,273   (234,826  (250,273

Treasury Stock at cost, 7,852 and 8,042 shares, respectively

   (204,030  (208,982   (204,010  (208,982
              

Total Shareholders’ Investment

   698,281    694,684     720,194    694,684  
              

TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT

  $1,669,934   $1,619,023    $1,738,340   $1,619,023  
              

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 Six Months Ended   Three Months Ended Nine Months Ended 
  December 27,
2009
 December 28,
2008
 December 27,
2009
 December 28,
2008
   March 28,
2010
 March 29,
2009
 March 28,
2010
 March 29,
2009
 

NET SALES

  $393,049   $477,481   $717,656   $935,632    $694,575   $673,794   $1,412,231   $1,609,426  

COST OF GOODS SOLD

   322,399    401,584    594,616    795,016     554,093    561,724    1,148,709    1,356,740  
                          

Gross profit on sales

   70,650    75,897    123,040    140,616     140,482    112,070    263,522    252,686  

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

   60,339    63,302    121,132    128,153     71,394    68,118    192,526    196,271  
             

LITIGATION SETTLEMENT

   30,600    —      30,600    —    
             

Income from operations

   10,311    12,595    1,908    12,463     38,488    43,952    40,396    56,415  

INTEREST EXPENSE

   (7,179  (8,714  (13,655  (16,611   (7,323  (7,709  (20,979  (24,320

OTHER INCOME, net

   1,137    687    2,427    1,886     1,860    806    4,287    2,692  
                          

Income (Loss) before income taxes

   4,269    4,568    (9,320  (2,262

PROVISION (CREDIT) FOR INCOME TAXES

   1,244    1,376    (3,658  (3,498
             

NET INCOME (LOSS)

  $3,025   $3,192   $(5,662 $1,236  

Income before income taxes

   33,025    37,049    23,704    34,787  
             

EARNINGS (LOSS) PER SHARE DATA

     

PROVISION FOR INCOME TAXES

   8,952    11,638    5,293    8,140  
             

NET INCOME

  $24,073   $25,411   $18,411   $26,647  
             

EARNINGS PER SHARE DATA

     

Average Shares Outstanding

   49,595    49,571    49,594    49,567     49,597    49,571    49,595    49,568  
                          

Basic Earnings (Loss) Per Share

  $0.06   $0.06   $(0.12 $0.02  

Basic Earnings Per Share

  $0.48   $0.51   $0.37   $0.53  
             
             

Diluted Average Shares Outstanding

   50,040    49,707    49,594    49,664     50,060    49,728    49,987    49,699  
                          

Diluted Earnings (Loss) Per Share

  $0.06   $0.06   $(0.12 $0.02  

Diluted Earnings Per Share

  $0.48   $0.51   $0.36   $0.53  
             
             

CASH DIVIDENDS PER SHARE

  $0.11   $0.22   $0.22   $0.44    $0.11   $0.22   $0.33   $0.66  
                          

The accompanying notes are an integral part of these statements.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

  Six Months Ended   Nine Months Ended 
  December 27,
2009
 December 28,
2008
   March 28,
2010
 March 29,
2009
 

CASH FLOWS FROM OPERATING ACTIVITIES:

      

Net Income (Loss)

  $(5,662 $1,236  

Adjustments to reconcile net income (loss) to net cash used by operating activities:

   

Net Income

  $18,411   $26,647  

Adjustments to reconcile net income to net cash used by operating activities:

   

Depreciation and Amortization

   32,265    34,580     48,629    51,417  

Stock Compensation Expense

   5,359    2,560     6,155    3,136  

Loss on Disposition of Plant and Equipment

   1,013    641     1,656    2,807  

(Provision) Credit for Deferred Income Taxes

   (6,216  4     (4,195  2,051  

Earnings of Unconsolidated Affiliates

   (1,460  (810   (2,466  (1,095

Dividends Received from Unconsolidated Affiliates

   4,005    4,812     4,005    4,812  

Change in Operating Assets and Liabilities:

      

Decrease (Increase) in Accounts Receivable

   44,779    (8,344

Increase in Inventories

   (118,127  (68,125

Decrease (Increase) in Other Current Assets

   10,271    (355

Decrease in Accounts Payable and Accrued Liabilities

   10,296    4,958  

Changes in Accrued Pension

   (2,386  (4,214

Increase in Accounts Receivable

   (175,159  (166,324

Decrease in Inventories

   20,474    27,257  

Decrease in Other Current Assets

   12,363    360  

Increase in Accounts Payable and Accrued Liabilities

   60,241    4,664  

Changes in Accrued / Prepaid Pension

   (3,610  (6,423

Other, Net

   584    (5,684   (3,014  (6,881
              

Net Cash Used by Operating Activities

   (25,279  (38,741   (16,510  (57,572
              

CASH FLOWS FROM INVESTING ACTIVITIES:

      

Additions to Plant and Equipment

   (15,592  (21,140   (24,816  (30,963

Cash Paid for Acquisition, Net of Cash Acquired

   —      (24,757   —      (24,757

Proceeds Received on Sale of Plant and Equipment

   172    2,211     209    2,538  

Other, Net

   (144  —       (144  —    
              

Net Cash Used by Investing Activities

   (15,564  (43,686   (24,751  (53,182
              

CASH FLOWS FROM FINANCING ACTIVITIES:

      

Net Borrowings on Loans, Notes Payable and Long-term Debt

   52,932    81,650     63,872    119,661  

Dividends Paid

   (5,500  (10,906   (11,001  (21,811
              

Net Cash Provided by Financing Activities

   47,432    70,744     52,871    97,850  
              

EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

   328    (1,749   265    (3,091
              

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

   6,917    (13,432   11,875    (15,995

CASH AND CASH EQUIVALENTS, Beginning

   15,992    32,468     15,992    32,468  
              

CASH AND CASH EQUIVALENTS, Ending

  $22,909   $19,036    $27,867   $16,473  
              

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

      

Interest Paid

  $13,672   $16,142    $25,651   $29,806  
              

Income Taxes Paid

  $2,317   $2,103    $2,671   $3,732  
              

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. The year-end condensed 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 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 thereto which were included in our latest Annual Report on Form 10-K.

Earnings Per Share

In June 2008, new guidance was issued requiring unvested share-based payment awards that contain non-forfeitable rights to dividends (whether paid or unpaid) to be treated as participating securities and included in the computation of basic earnings per share. The Company adopted this guidance June 29, 2009. The guidance requires all prior-period earnings per share data to be adjusted retrospectively. The adoption had no impact on the Company’s earnings per share for the secondthird fiscal quartersquarter ended December 27,March 29, 2009 and December 28, 2008 or for the sixnine months ended DecemberMarch 28, 2008.2010. It had a $0.01 impact on the earnings per share for the sixthird fiscal quarter ended March 28, 2010 and for the nine months ended December 27,March 29, 2009. The calculation of earnings per share for common stock below excludes the income attributable to the unvested share units from the numerator and excludes the dilutive impact of those units from the denominator.

Shares outstanding used to compute diluted earnings per share for the quarterthree and nine months ended December 27, 2009March 28, 2010 excluded outstanding options to purchase approximately 4,600,0004,526,000 and 4,396,000 shares of common stock, respectively, because the options’ exercise price was greater than the average market price of the common shares. Shares outstanding used to compute diluted earnings per share for the sixthree and nine months ended December 27,March 29, 2009 excluded approximately 346,000 shares for restricted and deferred stock and outstanding options to purchase approximately 4,400,000 shares of common stock as their inclusion would have been anti-dilutive.

Shares outstanding used to compute diluted earnings per share for the three and six months ended December 28, 2008 excluded outstanding options to purchase approximately 4,329,000 and 4,130,0004,199,000 shares of common stock, respectively, because the options’ exercise price was greater than the average market price of the common shares.

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

 

   Three Months Ended  Six Months Ended 
   December 27,
2009
  December 28,
2008
  December 27,
2009
  December 28,
2008
 

Net Income (Loss)

  $3,025   $3,192   $(5,662 $1,236  

Less: Dividends Attributable to Unvested Shares

   (74  (78  (149  (155
                 

Net Income (Loss) available to Common Shareholders

  $2,951   $3,114   $(5,811 $1,081  
                 

Average Shares of Common Stock Outstanding

   49,595    49,571    49,594    49,567  

Diluted Average Shares of Common Stock Outstanding

   50,040    49,707    49,594    49,664  

Basic Earnings (Loss) Per Share

  $0.06   $0.06   $(0.12 $0.02  

Diluted Earnings (Loss) Per Share

  $0.06   $0.06   $(0.12 $0.02  

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

   Three Months Ended  Nine Months Ended 
   March 28,
2010
  March 29,
2009
  March 28,
2010
  March 29,
2009
 

Net Income

  $24,073   $25,411   $18,411   $26,647  

Less: Dividends Attributable to Unvested Shares

   (74  (78  (222  (234
                 

Net Income available to Common Shareholders

  $23,999   $25,333   $18,189   $26,413  
                 

Average Shares of Common Stock Outstanding

   49,597    49,571    49,595    49,568  

Diluted Average Shares of Common Stock Outstanding

   50,060    49,728    49,987    49,699  

Basic Earnings Per Share

  $0.48   $0.51   $0.37   $0.53  

Diluted Earnings Per Share

  $0.48   $0.51   $0.36   $0.53  

Comprehensive Income (Loss)

Comprehensive income (loss) 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 (loss) 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):

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

  Three Months Ended Six Months Ended   Three Months Ended Nine Months Ended 
  December 27,
2009
 December 28,
2008
 December 27,
2009
 December 28,
2008
   March 28,
2010
 March 29,
2009
 March 28,
2010
  March 29,
2009
 

Net Income (Loss)

  $3,025   $3,192   $(5,662 $1,236  

Net Income

  $24,073   $25,411   $18,411  $26,647  

Cumulative Translation Adjustments

   (1,184  (8,472  4,975    (18,864   (3,735  (1,148  1,241   (20,012

Unrealized Gain (Loss) on Derivative Instruments

   3,430    (1,848  3,015    (7,165   3,801    (1,358  6,817   (8,523

Unrecognized Pension & Postretirement Obligation

   2,464    2,236    4,928    4,470     2,463    2,235    7,389   6,705  
                          

Total Comprehensive Income (Loss)

  $7,735   $(4,892 $7,256   $(20,323
             

Total Comprehensive Income

  $26,602   $25,140   $33,858  $4,817  
             

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

 

  December 27,
2009
 June 28,
2009
   March 28,
2010
 June 28,
2009
 

Cumulative Translation Adjustments

  $13,937   $8,961    $10,202   $8,961  

Unrealized Loss on Derivative Instruments

   (111  (3,127

Unrealized Gain (Loss) on Derivative Instruments

   3,690    (3,127

Unrecognized Pension & Postretirement Obligation

   (251,181  (256,107   (248,718  (256,107
       
       

Accumulated Other Comprehensive Loss

  $(237,355 $(250,273  $(234,826 $(250,273
              

Derivative Instruments & Hedging Activity

Derivatives are recorded on the balance sheet as assets or liabilities, measured at fair value. The Company enters into derivative contracts designated as cash flow hedges to manage certain foreign currency and commodity exposures.

Changes in the fair value of cash flow hedges to manage its foreign currency exposure are recorded on the Consolidated Condensed Statements of Income or as a component of Accumulated Other Comprehensive Loss. The amounts included in Accumulated Other Comprehensive Loss are reclassified into income when the forecasted transactions occur. These forecasted transactions represent the exporting of products for which the Company 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 all derivatives deemed to be ineffective would be recorded as either income or expense in the accompanying Consolidated Condensed Statements of Income. These instruments generally do not have a maturity of more than twenty-four months.

The Company 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, the Company hedges up to 100% of its anticipated monthly natural gas usage along with a pool of other companies. The Company 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 the Company 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 Loss, which are reclassified into the income statement as the monthly cash settlements occur and actual natural gas is consumed. These instruments generally do not have a maturity of more than twenty-four months.

The Company manages its exposure to fluctuations in the cost of copper to be used in manufacturing by entering into forward purchase contracts designated as cash flow hedges. The Company hedges up to 100% of its anticipated copper usage and the fair value of outstanding future contracts is reflected as an asset or liability on the accompanying Consolidated Condensed Balance Sheet based on NYMEX prices. Changes in fair value are reflected as a Component of Accumulated Other Comprehensive Loss if the forward purchase contracts are deemed to be effective. Changes in the fair value of all derivatives deemed to be ineffective would be recorded as either income or expense in the accompanying Consolidated Condensed Statements of Income. Unrealized gains or losses associated with the forward purchase contracts are captured in inventory costs and are realized in the income statement when sales of inventory are made. These instruments generally do not have a maturity of more than twenty-four months.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

The Company has considered the counterparty credit risk related to all its foreign currency and commodity derivative contracts and does not deem any counterparty credit risk material at this time.

As of December 27, 2009,March 28, 2010, the Company had the following outstanding derivative contracts (in thousands):

 

Contract

 

Quantity

Foreign Currency:

    
 Australian DollarSell16,424AUD
  Canadian

Australian Dollar

 Sell 6,400  CAD7,441AUD 
  Czech Koruna

Canadian Dollar

 BuySell  7,500  CZK1,300CAD 
  

Euro

 Sell 109,900109,000  EUR
  

British Pound

 Buy 500700  GBP
  

Japanese Yen

 Buy 865,000895,000  JPY
  

Swedish Krona

 Buy 3,5005,000  SEK

Commodity:

     
  

Copper

 Buy 15075  Pounds
  

Natural Gas

 Buy 21,42518,298  Therms

As of December 27, 2009 and for the sixnine months ended December 27, 2009,March 28, 2010, the Company’s derivative contracts had the following impact on the Consolidated Condensed Balance Sheet and the Consolidated Condensed Statement of Income (in thousands):

 

  

Asset Derivatives

  

Liability Derivatives

  Asset Derivatives   Liability Derivatives 
  

Balance Sheet Location

  Fair Value  

Balance Sheet Location

  Fair Value  Balance Sheet Location  Fair Value   Balance Sheet Location  Fair Value 

Foreign currency contracts

  Other Current Assets  $1,121  Accrued Liabilities  $3,316  Other Current Assets  $8,536   Accrued Liabilities  $788 

Commodity contracts

  Other Current Assets   271  Accrued Liabilities   1,233  Other Current Assets   144   Accrued Liabilities   2,111 

Foreign currency contracts

  Other Long-Term Assets, Net   1,692  Other Long-Term Liabilities   —    Other Long-Term Assets, Net   2,978   Other Long-Term Liabilities   —   

Commodity contracts

  Other Long-Term Assets, Net   —    Other Long-Term Liabilities   469  Other Long-Term Assets, Net   —     Other Long-Term Liabilities   1,125 
                      
    $3,084    $5,018    $11,658     $4,024 
                      

 

   Amount of Gain
(Loss)
Recognized in
Accumulated
Other
Comprehensive
Loss on
Derivatives
(Effective
Portion)
  Location of Gain
(Loss) Reclassified
from Accumulated
Other Comprehensive
Loss into Income
(Effective Portion)
  Amount of Gain
(Loss)
Reclassified
from
Accumulated
Other
Comprehensive
Loss into
Income
(Effective
Portion)
 

Foreign currency contracts

  $950   Net Sales  $(3,674

Foreign currency contracts

   (80 Cost of Goods Sold   363  

Commodity contracts

   (981 Cost of Goods Sold   (1,777
           
  $(111   $(5,088
           
     Amount of Gain
(Loss)
Recognized in
Accumulated
Other
Comprehensive
Loss on
Derivatives
(Effective
Portion)
     Location of Gain
(Loss) Reclassified from
Accumulated Other
Comprehensive
Loss  into Income
(Effective Portion)
     Amount of Gain
(Loss)
Reclassified
from
Accumulated
Other
Comprehensive
Loss into
Income
(Effective
Portion)
               
Foreign currency contracts - sell  $5,700     Net Sales    $(3,626         
Foreign currency contracts - buy   (36   Cost of Goods Sold     304           
Commodity contracts   (1,974   Cost of Goods Sold     (2,430         
                         
   $3,690         $(5,752         
                         
                   

Of the net $0.1$3.7 million lossgain detailed above that is currently recognized in Accumulated Other Comprehensive Loss, a $0.9$2.6 million lossgain is expected to be reclassified into the earnings within the next twelve months.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

Segment Information

The Company operates two reportable business segments that are managed separately based on fundamental differences in their operations. Included within the Engine Segment income from operations for the three and nine months ended March 28, 2010 is a charge of $30.6 million related to a litigation settlement, as further discussed within the Commitments and Contingencies footnote. Summarized segment data is as follows (in thousands):

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

  Three Months Ended Six Months Ended   Three Months Ended Nine Months Ended 
  December 27,
2009
 December 28,
2008
 December 27,
2009
 December 28,
2008
   March 28,
2010
 March 29,
2009
 March 28,
2010
 March 29,
2009
 

NET SALES:

          

Engines

  $274,332   $339,287   $484,735   $597,908    $498,897   $480,216   $983,632   $1,078,124  

Power Products

   156,576    192,012    320,182    447,543     245,342    250,176    565,524    697,719  

Inter-Segment Eliminations

   (37,859  (53,818  (87,261  (109,819   (49,664  (56,598  (136,925  (166,417
                          

Total *

  $393,049   $477,481   $717,656   $935,632    $694,575   $673,794   $1,412,231   $1,609,426  
                          

* International sales included in net sales based on product shipment destination

  $147,374   $164,930   $232,812   $276,797    $177,507   $145,174   $410,319   $421,971  

GROSS PROFIT ON SALES:

          

Engines

  $59,909   $65,697   $96,309   $106,124    $122,597   $94,556   $218,906   $200,680  

Power Products

   14,014    10,953    36,044    32,484     16,161    17,294    52,205    49,778  

Inter-Segment Eliminations

   (3,273  (753  (9,313  2,008     1,724    220    (7,589  2,228  
                          

Total

  $70,650   $75,897   $123,040   $140,616    $140,482   $112,070   $263,522   $252,686  
                          

INCOME (LOSS) FROM OPERATIONS:

          

Engines

  $18,043   $21,970   $12,129   $16,459    $43,841   $46,600   $55,970   $63,059  

Power Products

   (4,459  (8,622  (908  (6,004   (7,077  (2,868  (7,985  (8,872

Inter-Segment Eliminations

   (3,273  (753  (9,313  2,008     1,724    220    (7,589  2,228  
                          

Total

  $10,311   $12,595   $1,908   $12,463    $38,488   $43,952   $40,396   $56,415  
                          

Warranty

The Company 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):

 

  Six Months Ended   Nine Months Ended 
  December 27,
2009
 December 28,
2008
   March 28,
2010
 March 29,
2009
 

Beginning Balance

  $42,044   $49,548    $42,044   $49,548  

Payments

   (16,724  (17,652   (24,702  (26,309

Provision for Current Year Warranties

   14,513    15,683     22,963    24,190  

Adjustment to Prior Years’ Warranties

   (1,523  (834   (2,715  (830
              

Ending Balance

  $38,310   $46,745    $37,590   $46,599  
              

Assets Held for Sale

On July 1, 2009 the Company announced a plan to close its Jefferson and Watertown, Wisconsin manufacturing facilities in fiscal 2010. At March 28, 2010, the Company had $4.0 million included in Assets Held for Sale in its Condensed Consolidated Balance Sheets consisting of certain assets related to the Jefferson, WI production facility. Prior to the closure, the facility manufactured all portable generator and pressure washer products marketed and sold by the Company within its Power Products Segment.

Stock Incentives

Stock based compensation is calculated by estimating the fair value of incentive stock awards granted and amortizing the estimated value over the awards’ vesting periods. Some awards’ vesting periods are subject to acceleration based on the participants’ retirement eligibility. Stock based compensation expense was $1.2$0.8 million and $5.4$6.2 million for the quarterthree and sixnine months ended December 27, 2009,March 28, 2010, respectively. For the quarterthree and sixnine months ended December 28, 2008,March 29, 2009, stock based compensation expense was $0.6$0.5 million and $2.6$3.1 million, respectively.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

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):

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

   Pension Benefits  Other Postretirement Benefits 
   Three Months Ended  Three Months Ended 
   December 27,
2009
  December 28,
2008
  December 27,
2009
  December 28,
2008
 

Components of Net Periodic (Income) Expense:

     

Service Cost-Benefits Earned

  $2,914   $2,603   $120   $319  

Interest Cost on Projected Benefit Obligation

   15,149    15,231    2,840    3,100  

Expected Return on Plan Assets

   (20,264  (20,796  —      —    

Amortization of:

     

Transition Obligation

   2    2    —      —    

Prior Service Cost (Credit)

   756    852    (230  (219

Actuarial Loss

   693    146    2,534    2,603  
                 

Net Periodic (Income) Expense

  $(750 $(1,962 $5,264   $5,803  
                 

  Pension Benefits Other Postretirement Benefits 
  Six Months Ended Six Months Ended 
  December 27, December 28, December 27, December 28,   Pension Benefits Other Postretirement Benefits 
  2009 2008 2009 2008   Three Months Ended Three Months Ended 
  March 28,
2010
 March 29,
2009
 March 28,
2010
 March 29,
2009
 

Components of Net Periodic (Income) Expense:

          

Service Cost-Benefits Earned

  $5,636   $5,739   $314   $637  

Service Cost

  $2,815   $2,870   $157   $(96

Interest Cost on Projected Benefit Obligation

   30,372    30,573    5,632    6,201     15,186    15,287    2,816    3,164  

Expected Return on Plan Assets

   (40,510  (41,665  —      —       (20,255  (20,833  —      —    

Amortization of:

          

Transition Obligation

   4    4    —      —       2    2    —      —    

Prior Service Cost (Credit)

   1,534    1,674    (460  (438   767    837    (230  (219

Actuarial Loss

   1,586    279    5,103    5,206     793    139    2,551    2,174  
                          

Net Periodic (Income) Expense

  $(1,378 $(3,396 $10,589   $11,606    $(692 $(1,698 $5,294   $5,023  
                          
  Pension Benefits Other Postretirement Benefits 
  Nine Months Ended Nine Months Ended 
  March 28,
2010
 March 29,
2009
 March 28,
2010
 March 29,
2009
 

Components of Net Periodic (Income) Expense:

     

Service Cost

  $8,452   $8,609   $471   $541  

Interest Cost on Projected Benefit Obligation

   45,558    45,860    8,448    9,365  

Expected Return on Plan Assets

   (60,766  (62,498  —      —    

Amortization of:

     

Transition Obligation

   6    6    —      —    

Prior Service Cost (Credit)

   2,301    2,511    (690  (657

Actuarial Loss

   2,378    418    7,654    7,380  
             

Net Periodic (Income) Expense

  $(2,071 $(5,094 $15,883   $16,629  
             

The Company expects to make benefit payments of approximately $2.0 million attributable to its non-qualified pension plans during fiscal 2010. During the first sixnine months of fiscal 2010, the Company made payments of approximately $1.0$1.5 million for its non-qualified pension plans. The Company anticipates making benefit payments of approximately $23.4$23.2 million for its other postretirement benefit plans during fiscal 2010. During the first sixnine months of fiscal 2010, the Company made payments of $11.7$17.4 million for its other postretirement benefit plans.

The Company is not required to, nor has or intends to, make any contributions to the qualified pension plan during fiscal 2010, but may be required to make contributions in future years depending upon the actual return on plan assets and the funded status of the plan in future periods.

Income Taxes

As of June 28, 2009, the Company had $24.1 million of gross unrecognized tax benefits. Of this amount, $15.8 million represented the portion that, if recognized, would impact the effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. For the sixnine months ended December 27, 2009,March 28, 2010, the Company recorded a reduction ofin the tax reserve

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

of $0.4$0.6 million. The decrease relates primarily to the resolution of aforeign, state and federal audit plus a small impact for interest rate adjustments year to date.audits. Over the next twelve months, it is reasonably possible that wethe Company will settle global tax examinations, which could decrease the amount of unrecognized tax benefits. Due to the various jurisdictions in which the Company files tax returns and the uncertainty regarding the timing of the settlements, the amount of the change of unrecognized tax benefits cannot be reasonably estimated.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

estimated at this time.

The Company files income tax returns in the U.S. federal,and various state and foreign jurisdictions. In the U.S., the Company is no longer subject to U.S. federal income tax examinations before 2006 and is currently under audit by the IRS for fiscal years 2006 through 2008. With respect to the Company’s major foreign jurisdictions, it is no longer subject to tax examinations before 1999.

New Accounting Pronouncements

In August 2009,February 2010, the Financial Accounting Standards Board (“FASB”) issued an update that removes the requirement for a SEC filer to disclose a date through which subsequent events have been evaluated. This change removes potential conflicts with SEC requirements. The adoption did not have an impact on the Company’s consolidated financial statements.

In August 2009, the FASB issued a clarification on fair value measurements. This clarification provides that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. This clarification was effective in the first reporting period following issuance, and did not have a materialan impact on the Company’s financial statements.

In June 2009, the FASB issued new guidance for the hierarchy of accounting standards, which establishes theAccounting Standards Codification TM(Codification) as the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Under the Codification, all of its content will carry the same level of authority. This statement is effective for the Company beginning with the first quarter of our current fiscal year. The adoption of this statement did not have a materialan impact on the Company’s financial position or results of operations.

In June 2009, the FASB issued new guidance that changes the approach to determining the primary beneficiary of a variable interest entity (VIE) and requires companies to more frequently assess whether they must consolidate VIEs. This new standard is effective for fiscal years beginning after November 15, 2009. The Company is currently assessing the potential impacts, if any, on the consolidated financial statements.

In April 2009, the FASB issued an update that requires disclosure about the fair value of financial instruments whenever summarized financial information for interim periods is issued, and requires disclosure of the fair value of all financial instruments (where practicable) in the body or accompanying notes of interim and annual financial statements. This update was effective for the Company’s first quarter of fiscal 2010, with no material impact on the financial statements.

In December 2008, the FASB issued additional guidance on an employer’s disclosures regarding plan assets of a defined benefit pension or other postretirement plan. The objectives of the disclosures required under this guidance are to provide users of financial statements with an understanding of how investment allocation decisions are made; the major categories of plan assets; the inputs and valuation techniques used to measure the fair value of plan assets; the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period; and significant concentrations of risk within plan assets. These disclosures around plan assets are required for fiscal years ending after December 15, 2009. The adoption of this statement is not expected to have a material impact on the company’s financial position or results of operations.

In February 2008, the FASB issued guidance which delayed the effective date of fair value guidance for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed in the financial statements on a nonrecurring basis to fiscal years beginning after November 15, 2008. The Company adopted the guidance related to its nonfinancial assets and nonfinancial liabilities as of September 27, 2009. There was no material financial impact as a result of the adoption.

In December 2007, the FASB issued new guidance regarding business combinations and acquisitions. The new guidance states that all business combinations (whether full, partial or step acquisitions) will result in all assets and liabilities of an acquired business being recorded at their fair values. Certain forms of contingent consideration and certain acquired contingencies will be recorded at fair value at the acquisition date. This guidance also states acquisition costs will generally be expensed as incurred and restructuring costs will be expensed in periods after the acquisition date. This statement is effective for the Company beginning with the current fiscal year. The impact of the adoption of this guidance will depend on the nature and significance of business combinations the Company enters into subsequent to adoption.

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.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 27, 2009March 28, 2010 (in thousands):

 

     Fair Value Measurement Using     Fair Value Measurement Using
  December 27, 2009  Level 1  Level 2  Level 3  March 28, 2010  Level 1  Level 2  Level 3

Assets:

                

Derivatives

  $3,084  $2,813  $271  $—    $11,658  $11,514  $144  $—  

Liabilities:

                

Derivatives

  $5,018  $3,316  $1,702  $—    $4,024  $788  $3,236  $—  

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.

Starting with the first complaint in June 2004, various plaintiff groups have filed complaints in state and federal courts across the country against the Company and other engine and lawnmower manufacturers alleging among other things, that the horsepower labels on the products they purchased were inaccurate and that the Company conspired with other engine and lawnmower manufacturers to conceal the true horsepower of these engines. In May 2008, a putative nationwide class of plaintiffs pursuing these claims was dismissed without prejudice by Judge Murphy of the United States District Court for the Southern District of Illinois. Since that time plaintiffs have filed 66 separate class actions in 49 states across the country seeking to certify 52 separate classes of all persons in each of the 50 states, Puerto Rico and the District of Columbia who purchased a lawnmower containing a gasoline combustion engine up to 30 horsepower from 1994 to the present.present (“Horsepower Class Actions”). In these various actions,Horsepower Class Actions, plaintiffs seek injunctive relief, compensatory and punitive damages, and attorneys’ fees. Plaintiffs have also filed state and federal antitrust and RICO claims and seek a nationwide class based on these claims. However, in May 2008 Judge Murphy dismissed similar RICO claims with prejudice.

On September 25, 2008, the Company, along with severalall other defendants, filed a motion with the Judicial Panel on Multidistrict Litigation seeking to transfer all pending actions, and any subsequently filed similar actions to a single federal court for coordinated pretrial proceedings. On December 5, 2008, the Multidistrict Litigation Panel granted the motion and transferred the cases to Judge Adelman of the United States District Court for the Eastern District of Wisconsin (In Re: Lawnmower Engine Horsepower Marketing and Sales Practices Litigation, Case No. 2:08-md-01999). On January 27, 2009, Judge Adelman held an initial hearing in the action. At that hearing, the court appointed lead plaintiffs’ class counsel, liaison counsel for defendants, and entered a stay of all litigation in all cases for 120 days so that the parties maycould conduct mediation in an effort to resolve all outstanding litigation. Since

On February 24, 2010, the Company entered into a Stipulation of Settlement (“Settlement”) that, if given final court approval, will resolve all of the Horsepower Class Actions. Other parties to the Settlement are Sears, Roebuck and Co., Sears Holdings Corporation, Kmart Holdings Corporation, Deere & Company, Tecumseh Products Company, The Toro Company, Electrolux Home Products, Inc. and Husqvarna Outdoor Products, Inc. (now known as Husqvarna Consumer Outdoor Products, N.A., Inc.) (collectively with the Company referred to below as the “Settling Defendants”). All other defendants settled all claims separately. As part of the Settlement, the Company denies any and all liability and seeks resolution to avoid further protracted and expensive litigation. If finally approved, the Settlement resolves all horsepower-labeling claims brought by “all persons or entities in the United States who, beginning January 1, 1994 through the date notice of the Settlement is first given, purchased, for use and not for resale, a lawn mower containing a gas combustible engine up to 30 horsepower provided that either the lawn mower or the engine of the lawn mower was manufactured or sold by a Defendant.”

As part of the Settlement, the Settling Defendants as a group agreed to pay an aggregate amount of $51.0 million. In addition, the Company, along with the other Settling Defendants, agreed to injunctive relief regarding their future horsepower labeling, as well as procedures that will allow purchasers of lawnmower engines to seek a one-year extended warranty free of charge.

On February 26, 2010, Judge Adelman preliminarily approved the Settlement, certified a settlement class, appointed settlement class counsel, and stayed all proceedings against all the Settling Defendants. On March 11, 2010, Judge Adelman entered an order approving a notice plan for the Settlement, and set a final approval hearing for June 22, 2010 to determine the fairness of the Settlement, and whether final judgment should be entered thereon.

As a result of the pending Settlement, the Company recorded a total charge of $30.6 million, or $18.7 million after-tax, in the third quarter of fiscal 2010 representing the total of the Company’s monetary portion of the Settlement and the estimated costs of extending the warranty period for one year. The amount has been included as a Litigation Settlement expense reducing income from operations on the Consolidated Condensed Statements of Income.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

On March 19, 2010, new plaintiffs filed a complaint in the Ontario Superior Court has extendedof Justice in Canada (Robert Foster et al. v. Sears Canada, Inc. et al., Docket No. 766-2010) containing allegations and seeking relief under Canadian law that are similar to the stay on two occasions to allow those mediation efforts to continue. The current stay extends through February 22, 2010.U.S. Horsepower Class Actions. The Company is evaluating the complaint and has not yet tofiled an answer or otherwise pleadother responsive pleading. The Company intends to vigorously defend itself in responsethe litigation. Litigation is inherently uncertain and always difficult to anypredict. However, given the small size of the complaints filedCanadian market and revisions to date.

Althoughthe Company’s power labeling practices in recent years, it is not possible to predict with certaintylikely the outcome of these unresolved legal actions or the range of possible loss, the Company believes the unresolved legal actions will notlitigation would have a material adverse effect on its results of operations, financial position, operations or cash flow.flows.

Financial Information of Subsidiary Guarantor of Indebtedness

On July 12, 2007, the Company entered into a $500 million amended and restated multicurrency credit agreement. The Amended Credit Agreement (“Revolver”) provides a revolving credit facility for up to $500 million in revolving loans, including up to $25 million in swing-line loans. The Revolver has a term of five years and all outstanding borrowings on the Revolver are due and payable on July 12, 2012. The Revolver contains covenants that the Company considers usual and customary for an agreement of this type, including a Maximum Total Leverage Ratio and Minimum Interest Coverage Ratio. Certain of the Company’s subsidiaries are required to be guarantors of the Company’s obligations under the Revolver.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

In May 2001, the Company issued $275 million of 8.875% senior notes. Under the terms of the Company’s 8.875% senior notes and the Revolver (collectively, the “Domestic Indebtedness”), Briggs & Stratton Power Products Group, LLC is the joint and several guarantor of the Domestic Indebtedness (the “Guarantor”). The guarantees are full and unconditional guarantees. 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):

 

  December 27, 2009
Carrying Amount
  Maximum
Guarantee
  March 28, 2010
Carrying Amount
  Maximum
Guarantee

8.875% Senior Notes, due March 15, 2011

  $230,924  $231,517  $206,098  $206,517

Revolving Credit Facility, expiring July 12, 2012

  $103,415  $500,000  $139,355  $500,000

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

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

BALANCE SHEET

As of December 27, 2009March 28, 2010

(Unaudited)

 

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

Current Assets

  $475,317  $388,399  $260,728  $(202,048 $922,396  $534,628  $418,955  $237,284  $(182,844 $1,008,023

Investment in Subsidiaries

   702,318   —     —     (702,318  —     694,479   —     —     (694,479  —  

Non-Current Assets

   447,076   297,539   52,018   (49,095  747,538   434,847   292,160   50,389   (47,079  730,317
               
  $1,624,711  $685,938  $312,746  $(953,461 $1,669,934               
                 $1,663,954  $711,115  $287,673  $(924,402 $1,738,340
               

Current Liabilities

  $434,486  $64,067  $109,371  $(202,048 $405,876  $552,572  $96,283  $85,028  $(182,845 $551,038

Long-term Debt

   230,924   —     —     —      230,924   139,355   —     —     —      139,355

Other Long-term Obligations

   261,020   73,185   49,743   (49,095  334,853   251,833   74,878   48,121   (47,079  327,753

Shareholders’ Investment

   698,281   548,686   153,632   (702,318  698,281   720,194   539,954   154,524   (694,478  720,194
                              
  $1,624,711  $685,938  $312,746  $(953,461 $1,669,934  $1,663,954  $711,115  $287,673  $(924,402 $1,738,340
                              

BALANCE SHEET

As of June 28, 2009

 

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

Current Assets

  $447,878  $378,806  $243,983  $(214,147 $856,520  $451,878  $378,806  $243,983  $(214,147 $860,520

Investment in Subsidiaries

   693,119   —     —     (693,119  —     693,119   —     —     (693,119  —  

Non-current Assets

   454,694   301,229   50,964   (44,384  762,503   450,694   301,229   50,964   (44,384  758,503
               
  $1,595,691  $680,035  $294,947  $(951,650 $1,619,023               
                 $1,595,691  $680,035  $294,947  $(951,650 $1,619,023
               

Current Liabilities

  $348,483  $47,020  $117,733  $(214,147 $299,089  $348,483  $47,020  $117,733  $(214,147 $299,089

Long-term Debt

   281,104   —     —     —      281,104   281,104   —     —     —      281,104

Other Long-term Obligations

   271,421   72,198   44,912   (44,384  344,147   271,421   72,198   44,912   (44,384  344,147

Shareholders’ Investment

   694,683   560,817   132,302   (693,119  694,683   694,683   560,817   132,302   (693,119  694,683
                              
  $1,595,691  $680,035  $294,947  $(951,650 $1,619,023  $1,595,691  $680,035  $294,947  $(951,650 $1,619,023
                              

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

STATEMENT OF INCOME

For the Three Months Ended December 27, 2009March 28, 2010

(Unaudited)

 

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

Net Sales

  $254,624   $133,612   $69,297   $(64,484 $393,049    $457,641   $225,366   $82,092   $(70,524 $694,575  

Cost of Goods Sold

   200,865    127,832    53,439    (59,737  322,399     347,015    212,773    64,829    (70,524  554,093  
                                

Gross Profit

   53,759    5,780    15,858    (4,747  70,650     110,626    12,593    17,263    —      140,482  

Engineering, Selling, General and Administrative Expenses

   34,458    16,264    9,617    —      60,339     42,877    21,460    7,057    —      71,394  

Equity in Loss from Subsidiaries

   1,760    —      —      (1,760  —    

Litigation Settlement

   30,600    —      —      —      30,600  

Equity in Earnings from Subsidiaries

   (3,715  —      —      3,715    —    
                                

Income (Loss) from Operations

   17,541    (10,484  6,241    (2,987  10,311     40,864    (8,867  10,206    (3,715  38,488  

Interest Expense

   (7,115  (24  (40  —      (7,179   (7,279  (23  (21  —      (7,323

Other Income, Net

   1,003    29    105    —      1,137  

Other Income (Expense), Net

   1,193    (5  672    —      1,860  
                                

Income (Loss) before Income Taxes

   11,429    (10,479  6,306    (2,987  4,269     34,778    (8,895  10,857    (3,715  33,025  

Provision (Credit) for Income Taxes

   3,657    (3,781  1,368    —      1,244     10,705    (3,525  1,772    —      8,952  
                                

Net Income (Loss)

  $7,772   $(6,698 $4,938   $(2,987 $3,025    $24,073   $(5,370 $9,085   $(3,715 $24,073  
                                

STATEMENT OF INCOME

For the Three Months Ended December 28, 2008March 29, 2009

(Unaudited)

 

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

Net Sales

  $313,218   $172,021   $77,146   $(84,904 $477,481    $449,314   $233,915   $78,868   $(88,303 $673,794  

Cost of Goods Sold

   258,245    164,770    65,884    (87,315  401,584     367,197    221,895    60,935    (88,303  561,724  
                                

Gross Profit

   54,973    7,251    11,262    2,411    75,897     82,117    12,020    17,933    —      112,070  

Engineering, Selling, General and Administrative Expenses

   36,921    18,109    8,272    —      63,302     39,295    18,707    10,116    —      68,118  

Equity in Loss from Subsidiaries

   5,042    —      —      (5,042  —    

Equity in Earnings from Subsidiaries

   (3,035  —      —      3,035    —    
                                

Income (Loss) from Operations

   13,010    (10,858  2,990    7,453    12,595     45,857    (6,687  7,817    (3,035  43,952  

Interest Expense

   (8,531  (59  (124  —      (8,714   (7,606  (30  (73  —      (7,709

Other Income (Expense), Net

   1,441    302    (502  (554  687  

Other Income, Net

   404    —      402    —      806  
                                

Income (Loss) before Income Taxes

   5,920    (10,615  2,364    6,899    4,568     38,655    (6,717  8,146    (3,035  37,049  

Provision (Credit) for Income Taxes

   4,585    (4,056  847    —      1,376     13,244    (2,263  657    —      11,638  
                                

Net Income (Loss)

  $1,335   $(6,559 $1,517   $6,899   $3,192    $25,411   $(4,454 $7,489   $(3,035 $25,411  
                                

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

STATEMENT OF INCOME

For the SixNine Months Ended December 27, 2009March 28, 2010

(Unaudited)

 

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

Net Sales

  $445,856   $278,831   $129,294   $(136,325 $717,656    $903,497   $504,197   $211,386   $(206,849 $1,412,231  

Cost of Goods Sold

   365,691    258,229    97,737    (127,041  594,616     721,990    471,002    162,566    (206,849  1,148,709  
                                

Gross Profit

   80,165    20,602    31,557    (9,284  123,040     181,507    33,195    48,820    —      263,522  

Engineering, Selling, General and Administrative Expenses

   69,214    32,294    19,624    —      121,132     112,091    53,754    26,681    —      192,526  

Litigation Settlement

   30,600    —      —      —      30,600  

Equity in Earnings from Subsidiaries

   (2,345  —      —      2,345    —       (6,059  —      —      6,059    —    
                                

Income (Loss) from Operations

   13,296    (11,692  11,933    (11,629  1,908     44,875    (20,559  22,139    (6,059  40,396  

Interest Expense

   (13,505  (51  (99  —      (13,655   (20,783  (75  (121  —      (20,979

Other Income, Net

   2,153    117    7    150    2,427     3,496    112    679    —      4,287  
                                

Income (Loss) before Income Taxes

   1,944    (11,626  11,841    (11,479  (9,320   27,588    (20,522  22,697    (6,059  23,704  

Provision (Credit) for Income Taxes

   (1,528  (4,176  2,046    —      (3,658   9,177    (7,702  3,818    —      5,293  
                                

Net Income (Loss)

  $3,472   $(7,450 $9,795   $(11,479 $(5,662  $18,411   $(12,820 $18,879   $(6,059 $18,411  
                                

STATEMENT OF INCOME

For the SixNine Months Ended December 28, 2008March 29, 2009

(Unaudited)

 

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

Net Sales

  $551,677   $406,053   $154,532   $(176,630 $935,632    $1,000,991   $639,968   $233,400   $(264,933 $1,609,426  

Cost of Goods Sold

   463,591    383,212    132,917    (184,704  795,016     822,714    605,107    193,852    (264,933  1,356,740  
                                

Gross Profit

   88,086    22,841    21,615    8,074    140,616     178,277    34,861    39,548    —      252,686  

Engineering, Selling, General and Administrative Expenses

   74,211    34,877    19,065    —      128,153     113,506    53,584    29,181    —      196,271  

Equity in Loss from Subsidiaries

   7,056    —      —      (7,056  —       4,019    —      —      (4,019  —    
                                

Income (Loss) from Operations

   6,819    (12,036  2,550    15,130    12,463     60,752    (18,723  10,367    4,019    56,415  

Interest Expense

   (16,313  (100  (198  —      (16,611   (23,919  (130  (271  —      (24,320

Other Income (Expense), Net

   3,416    232    (497  (1,265  1,886     2,554    232    (94  —      2,692  
                                

Income (Loss) before Income Taxes

   (6,078  (11,904  1,855    13,865    (2,262   39,387    (18,621  10,002    4,019    34,787  

Provision (Credit) for Income Taxes

   (505  (4,531  1,538    —      (3,498   12,740    (6,794  2,194    —      8,140  
                                

Net Income (Loss)

  $(5,573 $(7,373 $317   $13,865   $1,236    $26,647   $(11,827 $7,808   $4,019   $26,647  
                                

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

STATEMENT OF CASH FLOWS

For the SixNine Months Ended December 27, 2009March 28, 2010

(Unaudited)

 

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

Net Cash Provided (Used) by Operating Activities

  $5,457   $(18,979 $(8,661 $(3,096 $(25,279  $(1,455 $(20,587 $8,086   $(2,554 $(16,510
                
                

Cash Flows from Investing Activities:

            

Additions to Plant and Equipment

   (8,296  (5,500  (1,796  —      (15,592   (14,663  (7,602  (2,551  —      (24,816

Proceeds Received on Sale of Plant and Equipment

   158    2    12    —      172     180    13    16    —      209  

Cash Investment in Subsidiary

   (9,519  —      613    8,906    —       (1,920  —      613    1,307    —    

Other, net

   (144  —      —      —      (144   (144  —      —      —      (144
                                

Net Cash Used by Investing Activities

   (17,801  (5,498  (1,171  8,906    (15,564   (16,547  (7,589  (1,922  1,307    (24,751
                                

Cash Flows from Financing Activities:

            

Net Borrowings on Loans, Notes Payable and Long-term Debt

   21,467    26,248    2,121    3,096    52,932     31,072    28,036    2,210    2,554    63,872  

Dividends Paid

   (5,500  —      —      —      (5,500   (11,001  —      
—  
  
  —      (11,001

Capital Contributions Received

   —      —      8,906    (8,906  —       —      —      1,307    (1,307  —    
                                

Net Cash Provided by Financing Activities

   15,967    26,248    11,027    (5,810  47,432     20,071    28,036    3,517    1,247    52,871  
                                

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

   —      —      328    —      328  
                

Effect of Foreign Currency Exchange Rate

      

Changes on Cash and Cash Equivalents

   —      —      265    —      265  
                

Net Increase in Cash and Cash Equivalents

   3,623    1,771    1,523    —      6,917     2,069    (140  9,946    —      11,875  

Cash and Cash Equivalents, Beginning

   1,541    1,301    13,150    —      15,992     1,541    1,301    13,150    —      15,992  
                                

Cash and Cash Equivalents, Ending

  $5,164   $3,072   $14,673   $—     $22,909    $3,610   $1,161   $23,096   $—     $27,867  
                                

STATEMENT OF CASH FLOWS

For the SixNine Months Ended December 28, 2008March 29, 2009

(Unaudited)

 

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

Net Cash Provided (Used) by Operating Activities

  $(75,451 $36,052   $32,228   $(31,570 $(38,741
                     

Cash Flows from Investing Activities:

      

Additions to Plant and Equipment

   (15,022  (4,685  (1,433  —      (21,140

Cash Paid for Acquisition, Net of Cash Received

   —      —      (24,757  —      (24,757

Proceeds Received on Sale of Plant and Equipment

   26    2,167    18    —      2,211  

Cash Investment in Subsidiary

   (9,686  —      (221  9,907    —    
                     

Net Cash Used by Investing Activities

   (24,682  (2,518  (26,393  9,907    (43,686
                     

Cash Flows from Financing Activities:

      

Net Borrowings (Repayments) on Loans, Notes Payable and Long-term Debt

   111,986    (30,418  (30,371  30,453    81,650  

Dividends Paid

   (10,906  —      (1,117  1,117    (10,906

Capital Contributions Received

   —      —      9,907    (9,907  —    
                     

Net Cash Provided (Used) by Financing Activities

   101,080    (30,418  (21,581  21,663    70,744  
                     

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

   —      —      (1,749  —      (1,749
                     

Net Increase (Decrease) in Cash and Cash Equivalents

   947    3,116    (17,495  —      (13,432

Cash and Cash Equivalents, Beginning

   2,560    1,087    28,821    —      32,468  
                     

Cash and Cash Equivalents, Ending

  $3,507   $4,203   $11,326   $—     $19,036  
                     

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

Net Cash Provided (Used) by Operating Activities

  $(86,721 $16,944   $40,026   $(27,821 $(57,572
                     

Cash Flows from Investing Activities:

      

Additions to Plant and Equipment

   (19,946  (7,417  (3,600  —      (30,963

Cash Paid for Acquisition, Net of Cash Received

   —      —      (24,757  —      (24,757

Proceeds Received on Sale of Plant and Equipment

   219    2,301    18    —      2,538  

Cash Investment in Subsidiary

   (7,906  —      (221  8,127    —    
                     

Net Cash Used by Investing Activities

   (27,633  (5,116  (28,560  8,127    (53,182
                     

Cash Flows from Financing Activities:

      

Net Borrowings (Repayments) on Loans, Notes Payable and Long-term Debt

   137,026    (11,228  (33,958  27,821    119,661  

Dividends Paid

   (21,811  —      —      —      (21,811

Capital Contributions Received

   —      —      8,127    (8,127  —    
                     

Net Cash Provided (Used) by Financing Activities

   115,215    (11,228  (25,831  19,694    97,850  
                     

Effect of Foreign Currency Exchange Rate

      

Changes on Cash and Cash Equivalents

   —      —      (3,091  —      (3,091
                     

Net Increase (Decrease) in Cash and Cash Equivalents

   861    600    (17,456  —      (15,995

Cash and Cash Equivalents, Beginning

   2,557    1,089    28,822    —      32,468  
                     

Cash and Cash Equivalents, Ending

  $3,418   $1,689   $11,366   $—     $16,473  
                     

BRIGGSIn prior periods the Company reported eliminations of intercompany gross profit and other income (expense) in the eliminations column. Under equity accounting, these amounts are more properly reflected in the Parent company column. In the current period the Company has revised these disclosures to reflect the elimination of intercompany gross profit and other income (expense) within the Briggs & STRATTON CORPORATION AND SUBSIDIARIES

Subsequent Events

In May 2009, the FASB issued guidance requiring disclosureStratton Corporation column. The impact of the date through which subsequent events have been evaluated, as well as whetherrevision for the date isthree months ended March 29, 2009 and the datenine months ended March 29, 2009 was a decrease of $720 and an increase of $6,088, respectively to net income of the financial statements were issued or the date the financial statements were available to be issued.Briggs & Stratton Corporation column. The Company has evaluated subsequent events through February 3, 2010, the date the financial statements were issued. The Company noted no significant events that occurred through this date requiring adjustmentoffsetting impact was to the financial statements or disclosures.Eliminations column.

The aforementioned revisions also affected the Statements of Cash Flows for the Briggs & Stratton Corporation column, the Non-Guarantor Subsidiaries column and the Eliminations column. The Briggs & Stratton Corporation column net cash provided (used) by operating activities decreased by $2,757 and cash investment in subsidiary increased by $2,754 for the nine months ended March 29, 2009. The Non-Guarantor Subsidiaries column net cash provided (used) by operating activities increased by $486, dividends paid increased by $2,271 and capital contributions received decreased by $2,754 for the nine months ended March 29, 2009. The Elimination column net cash provided (used) by operating activities increased by $2,271, cash investment in subsidiary decreased by $2,754, dividends paid decreased by $2,271, and capital contributions received increased by $2,754 for the nine months ended March 29, 2009.

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 the Company’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 secondthird quarter of fiscal 2010 were $393$695 million, a decreasean increase of $84$21 million or 18%3% when compared to the same period a year ago.

SecondThird quarter fiscal 2010 net sales for the Engines Segment were $274$499 million versus $339$480 million in the third quarter of fiscal 2009, a decreasean increase of $65$19 million or 19%4%. This decrease isThe increase in net sales was primarily attributable to a 15% decrease inthe result of an engine unit shipments between quarters which is driven byshipment increase of 6% from the same period a year ago. Offsetting the volume improvement were lower shipmentsaverage prices in effect for fiscal 2010. Shipments of engines increased in the third quarter for lawn and garden applications as some OEMs are delaying deliveriesdue to the shift of enginesOEM production to the last half of the fiscal year from the fiscal second quarter reflecting the desire of the channel participants to control their inventory investment aheadworking capital commitments at the end of an uncertain market environment for the spring of 2010. Additionally, engine requirements for portable generators were down due to the lack of any significant weather events and engine shipments for snow thrower applications were down because of placement shifts.calendar year.

SecondThird quarter fiscal 2010 Power Products Segment net sales were $157$245 million, a $35$5 million or 18%2% decrease from the secondthird quarter of fiscal 2009. This decline isThe net sales decrease was primarily attributable to decreasedthe result of lower portable generator shipments. Replenishment demand that occurred because of major weather eventssales in fiscal 2009the quarter, as the current year’s quarter did not occurhave hurricane replenishment shipments that were experienced in fiscal 2010 due to the lacklast year’s third quarter. The portable generator sales decrease was partially offset by stronger pressure washer volume and a small improvement in shipments of weather events. In general, all lawn and garden unit shipments were down from the prior year, except for stronger snow thrower shipments. All levels of the lawn and garden distribution channel appear to be managing to lower inventory levels ahead of the spring 2010 retail season.equipment.

Consolidated net sales for the first sixnine months of fiscal 2010 were $718 million,$1.41 billion, a decrease of $218$197 million or 23%12% when compared to the same period a year ago.

Engines Segment net sales for the first sixnine months of fiscal 2010 were $485$984 million, a $113$95 million or 19%9% decrease compared to the first sixnine months of fiscal 2009. This decrease reflects an 18% decline inUnit volume decreases of 7% through the first nine months of fiscal 2010 were the result of lower engine unitdemand for portable generators, soft engine shipments between years primarily resulting from the same reasons mentioned for the second quarter. Additionally, first quarter engine sales were light because 2009 summer retail demand forto European lawn and garden equipment manufacturers and minor market share losses in various engine categories. The majority of the remainder of the net sales decrease was soft and did not generate levels of engine reorders similardue to those in the prior year.lower pricing implemented for fiscal 2010.

Power Products Segment net sales for the first sixnine months of fiscal 2010 were $320$566 million, a $128$132 million or 29%19% decrease compared to the first sixnine months of fiscal 2010. This decline was primarily the result of a decrease in2009. Lower portable generator shipmentssales for this nine-month period accounted for almost all of the net sales decrease primarily due to no hurricanes making landfallthe absence of any hurricane activity in the United States in the first half of fiscal 2010. Other than a small increase in pressure washer shipments, the other product offerings in this reporting segment had volume declines between years.

GROSS PROFIT MARGIN

The consolidated gross profit margin improved to 18.0%20.2% for the secondthird quarter of fiscal 2010 from 15.9%16.6% in the same period last year.

Engines Segment gross profit margin increased to 21.8%24.6% for the secondthird quarter of fiscal 2010 from 19.4%19.7% in the secondthird quarter of fiscal 2009. ThisThe improvement was primarily the result of lower manufacturing costs for materials, labor and operating costs, resulting primarily fromfixed overhead, offset by the lower commodity costs and planned cost savings initiatives.selling prices as discussed above.

The Power Products Segment gross profit margin increaseddecreased to 9.0%6.6% for the secondthird quarter of fiscal 2010 from 5.7%6.9% in the secondthird quarter of fiscal 2009. This improvement wasThe decrease resulted from lower plant utilization, primarily production of portable generators that decreased over 90% in the result of lower manufacturing costs, primarily relatedcurrent third quarter compared to lower commodity costs and planned cost savings initiatives, partially offset by expenses associated with the previously announced closing of the Jefferson, Wisconsin manufacturing facility.same period a year ago.

The consolidated gross profit margin for the first sixnine months of fiscal 2010 improved to 17.1%18.7% from 15.0%15.7% in the first sixnine months of fiscal 2009.

The Engines Segment gross profit margin increased to 19.9%22.3% for the first sixnine months of fiscal 2010 from 17.7%18.6% in the first sixnine months of fiscal 2009. ThisThe improvement is attributable towas the same factors mentionedresult of lower manufacturing costs for the second quarter.materials, labor and fixed overhead, offset by lower sales volume, production volume and pricing.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

 

The Power Products Segment gross profit margin increased to 11.3%9.2% for the first sixnine months of fiscal 2010 from 7.3%7.1% in the first sixnine months of fiscal 2009. ThisThe improvement is attributablewas the result of lower manufacturing costs, primarily related to lower commodity costs and planned cost saving initiatives. The improvements were offset by lower sales and production volumes primarily related to the same factors mentioned forsignificantly lower portable generator shipments and production in fiscal 2010 and startup inefficiencies as a result of moving production to other plants during the second quarter, offset by an unfavorable mix of lawn and garden product shipments.quarter.

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Engineering, selling, general and administrative expenses were $60.3$71.4 million in the secondthird quarter of fiscal 2010, a decreasean increase of $3.0$3.3 million or 5% from the secondthird quarter of fiscal 2009. Engineering, selling, general and administrative expenses were $121.1$192.5 million for the first sixnine months of fiscal 2010, a decrease of $7.0$3.8 million or 5%2% from the first sixnine months of fiscal 2009. These decreases are dueThe third quarter increase is attributable to planned reductions inincreased salaries and fringes, andoffset by reduced professional services and marketing expenses. The fiscal year to date decrease is attributable to reduced professional services and marketing expenses, offset by increased salaries and fringes.

LITIGATION SETTLEMENT

On February 24, 2010, the Company entered into a Stipulation of Settlement (“Settlement”) that, if given final court approval, will resolve over 65 class-action lawsuits that have been filed against Briggs & Stratton and other engine and lawnmower manufacturers alleging, among other things, misleading power labeling on its lawnmower engines. Other parties to the Settlement are Sears, Roebuck and Co., Sears Holdings Corporation, Kmart Holdings Corporation, Deere & Company, Tecumseh Products Company, The Toro Company, Electrolux Home Products, Inc. and Husqvarna Outdoor Products, Inc. (now known as Husqvarna Consumer Outdoor Products, N.A., Inc.) (collectively with the Company referred to below as the “Settling Defendants”). All other defendants settled all claims separately. As part of the Settlement, the Company denies any and all liability and seeks resolution to avoid further protracted and expensive litigation. If finally approved, the Settlement resolves all horsepower-labeling claims brought by “all persons or entities in the United States who, beginning January 1, 1994 through the date notice of the Settlement is first given, purchased, for use and not for resale, a lawn mower containing a gas combustible engine up to 30 horsepower provided that either the lawn mower or the engine of the lawn mower was manufactured or sold by a Defendant.”

As part of the Settlement, the Settling Defendants as a group agreed to pay an aggregate amount of $51.0 million. In addition, the Company, along with the other Settling Defendants, agreed to injunctive relief regarding their future horsepower labeling, as well as procedures that will allow purchasers of lawnmower engines to seek a one-year extended warranty free of charge.

On February 26, 2010, Judge Adelman preliminarily approved the Settlement, certified a settlement class, appointed settlement class counsel, and stayed all proceedings against all the Settling Defendants. On March 11, 2010, Judge Adelman entered an order approving a notice plan for the Settlement, and set a final approval hearing for June 22, 2010 to determine the fairness of the Settlement, and whether final judgment should be entered thereon.

As a result of the pending Settlement, the Company recorded a total charge of $30.6 million, or $18.7 million after-tax, in the third quarter of fiscal 2010 representing the total of the Company’s monetary portion of the Settlement and the estimated costs of extending the warranty period for one year. The amount has been included as a Litigation Settlement expense reducing income from operations on the Consolidated Condensed Statements of Income.

INTEREST EXPENSE

Interest expense for the secondthird quarter of fiscal 2010 was $7.2$7.3 million compared to the $8.7$7.7 million in fiscal 2009. Interest expense for the first sixnine months of fiscal 2010 was $13.7$21.0 million compared to $16.6$24.3 million in fiscal 2009. These decreases are attributable to lower average borrowings for working capital purposes.

PROVISION FOR INCOME TAXES

The secondeffective tax rate was 27.1% for the third quarter and year to date22.3% for the first nine months of fiscal 2010 effective tax rates are at 29%versus 31.4% and 39%, respectively, versus the 30% and 155% used in23.4% for the same respective periods last year.year, respectively. The differencevariation reflected between the effective tax rates for the six month periodsyears was due to the impactrequired recognition of higher levelsthe tax effect of certain events as discrete items related to foreign dividends in fiscal 2009 compared to fiscal 2010.the quarter in which they occurred.

LIQUIDITY AND CAPITAL RESOURCES

Cash used by operating activities in the first sixnine months of fiscal 2010 was $25.3$16.5 million, a $13.4$41.1 million improvement from the $38.7$57.6 million used by operating activities in the first sixnine months of fiscal 2009. This improvement was primarily attributable to $19.1

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

$58.6 million less of working capital requirements between years, offset by weakenedlower operating results.results due to the litigation settlement. The improvement in working capital requirements is primarily the result of reducedincreased accounts receivablepayable due to the timing and level of sales, offset by increased inventory, primarily portable generators due to the lack of sales for weather events.vendor payments.

Cash used by investing activities was $15.6$24.8 million and $43.7$53.2 million in the first sixnine months of fiscal 2010 and fiscal 2009, respectively. The $28.1$28.4 million decrease was primarily the result of the absence of the $24.8 million used for the acquisition of Victa Lawncare Pty. Ltd. in the first sixnine months of fiscal 2009 and planned reductions to plant and equipment spending.

Cash provided by financing activities was $47.4$52.9 million and $70.7$97.9 million in the first sixnine months of fiscal 2010 and fiscal 2009, respectively. This $23.3$45.0 million decrease is attributable to decreased net borrowings for working capital purposes, offset by a reduction in dividends paid.

FUTURE LIQUIDITY AND CAPITAL RESOURCES

On July 12, 2007, the Company entered into a $500 million amended and restated multicurrency credit agreement. The Amended Credit Agreement (“Revolver”) provides a revolving credit facility for up to $500 million in revolving loans, including up to $25 million in swing-line loans. The Revolver has a term of five years and all outstanding borrowings on the Revolver are due and payable on July 12, 2012. As of December 27, 2009,March 28, 2010, borrowings on the Revolver totaled $103.4$139.4 million. This credit facility and the Company’s other indebtedness contain restrictive covenants as described in Note 9 of the Notes to the Consolidated Financial Statements of the Company’s Annual Report on Form 10-K. As of the end of the secondthird quarter of fiscal 2010, the Company was in compliance with these covenants.

The Company expects capital expenditures to be approximately $50 to $55 million in fiscal 2010. These anticipated expenditures reflect our plans to continue to reinvest in equipment, new products, and capacity enhancements.

The Company is not required to make any contributions to the qualified pension plan during fiscal 2010, but may be required to make contributions in future years depending upon the actual return on plan assets and the funded status of the plan in future periods.

The Company’s $231$206.1 million of 8.875% Senior Notes will mature in March 2011. At this time, the Company believes it will be able to replace these borrowings with new financing.

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

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

OFF-BALANCE SHEET ARRANGEMENTS

There have been no material changes since the August 27, 2009, filing of the Company’s Annual Report on Form 10-K.

CONTRACTUAL OBLIGATIONS

There have been no material changes since the August 27, 2009, 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 27, 2009 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 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 our 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-evaluatescontinues to evaluate these significant factors as facts and circumstances change.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

NEW ACCOUNTING PRONOUNCEMENTS

A discussion of new accounting pronouncements is included in the Notes to Consolidated Condensed Financial Statements of this Form 10-Q under the heading New Accounting Pronouncements and 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”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “objective”, “plan”, “project”, “seek”, “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; the ability of ourselves and our customers to secure adequate working capital funding and meet related covenants; 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 raw materials and parts that we purchase; changes in domestic economic conditions, including housing starts and consumer confidence; changes in the market value of the assets in our defined benefit pension plan and any related funding requirements; changes in foreign economic conditions, including currency rate fluctuations; the actions of customers of our OEM customers; the ability to bring new productive capacity on line efficiently and with good quality; the ability to successfully realize the maximum market value of assets that may require disposal if products or production methods change; new facts that come to light in the future course of litigation proceedings which could affect our assessment of those matters; and other factors that may be disclosed from time to time in our 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. 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes since the August 27, 2009, filing of the Company’s Annual Report on Form 10-K.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

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 secondthird fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

There have been no material changes since the August 27, 2009, filing of the Company’s Annual Report on Form 10-K.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held its Annual Meeting of Shareholders on October 21, 2009. Information on the matters voted upon and the votes cast with respect to each matter was previously reported in the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2009 filed on November  4, 2009.

ITEM 6. EXHIBITS

 

Exhibit
Number

 

Description

  4.110.1 Amendment to Rights Agreement,Stipulation of Settlement, dated as of October 13, 2009 (FiledFebruary 24, 2010 (filed as Exhibit 4.2 to Amendment No. 310.1 to the Registration StatementCompany’s Current Report on Form 8-A/A of the Company8-K dated as of October 13, 2009February 24, 2010 and incorporated herein by reference)
  4.2Amendment to Rights Agreement, effective October 22, 2009 (Filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2009 and incorporated herein by reference)
10.110.5 Amended and Restated Briggs & Stratton Corporation Incentive Compensation Plan Agreement (Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated October 21, 2009 and incorporated herein by reference)herewith)
10.210.6(a) Amended and Restated Form of Change of Control EmploymentRestricted Stock Award Agreement for new officers ofUnder the CompanyPremium Option and Stock Award Program (Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated October 14, 2009 and incorporated herein by reference)herewith)

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

10.310.6(b) Amendment toAmended Form of Deferred Stock Award Agreement Under the Briggs & Stratton Corporation Key Employee SavingsPremium Option and Investment Plan, adopted by the Board of Directors on October 21, 2009Stock Award Program (Filed as Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2009 and incorporated herein by reference)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 (Filed herewith)
32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed 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
 

BRIGGS & STRATTON CORPORATION

(Registrant)

Date: February 3,May 5, 2010 

/S/    JAMES E. BRENN        

 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

Number

 

Description

  4.110.1 Amendment to Rights Agreement,Stipulation of Settlement, dated as of October 13, 2009 (FiledFebruary 24, 2010 (filed as Exhibit 4.2 to Amendment No. 310.1 to the Registration StatementCompany’s Current Report on Form 8-A/A of the Company8-K dated as of October 13, 2009February 24, 2010 and incorporated herein by reference)
  4.2Amendment to Rights Agreement, effective October 22, 2009 (Filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2009 and incorporated herein by reference)
10.110.5 Amended and Restated Briggs & Stratton Corporation Incentive Compensation Plan Agreement (Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated October 21, 2009 and incorporated herein by reference)herewith)
10.210.6(a) Amended and Restated Form of Change of Control EmploymentRestricted Stock Award Agreement for new officers ofUnder the CompanyPremium Option and Stock Award Program (Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated October 14, 2009 and incorporated herein by reference)herewith)
10.310.6(b) Amendment toAmended Form of Deferred Stock Award Agreement Under the Briggs & Stratton Corporation Key Employee SavingsPremium Option and Investment Plan, adopted by the Board of Directors on October 21, 2009Stock Award Program (Filed as Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2009 and incorporated herein by reference)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 (Filed herewith)
32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Filed herewith)

 

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