UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM 10-Q

_____________________________________

(Mark One)



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

For the quarterly period ended March ~~30, 2014~~29, 2015



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

For the transition period from __________ to __________

Commission file number 1-1370

BRIGGS & STRATTON CORPORATION

(Exact name of registrant as specified in its charter)

_____________________________________



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

12301 West Wirth Street, Wauwatosa, Wisconsin 53222

(Address of Principal Executive Offices) (Zip Code)

(414) 259-5333

(Registrant’s telephone number, including area code)

____________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

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

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



Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	o¨ (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 May ~~2, 2014~~1, 2015
COMMON STOCK, par value $0.01 per share		~~46,724,221~~44,599,944 Shares

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

INDEX



		Page No.

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets – March ~~30, 2014~~29, 2015 and June ~~30, 2013~~29, 2014	3

	Condensed Consolidated Statements of Operations – Three and Nine Months Ended March ~~30, 2014~~29, 2015 and March ~~31, 2013~~30, 2014	5

	Condensed Consolidated Statements of Comprehensive Income (Loss) – Three and Nine Months Ended March ~~30, 2014~~29, 2015 and March ~~31, 2013~~30, 2014	6

	Condensed Consolidated Statements of Cash Flows – Nine Months Ended March ~~30, 2014~~29, 2015 and March ~~31, 2013~~30, 2014	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2830

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3539

Item 4.	Controls and Procedures	3539

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	3539

Item 1A.	Risk Factors	3539

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3539

Item 6.	Exhibits	3640

Signatures		3741

Exhibit Index		3842

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

ASSETS



	March 30, 2014		June 30, 2013		March 29, 2015		June 29, 2014
CURRENT ASSETS:
Cash and Cash Equivalents	$	107,238	$	188,445	$	49,694	$	194,668
Accounts Receivable, Net	338,834		190,800		315,725		220,590
Inventories -
Finished Products and Parts	279,901		306,104		323,059		268,116
Work in Process	109,372		96,751		115,145		102,431
Raw Materials	6,031		5,240		8,692		5,556
Total Inventories	395,304		408,095		446,896		376,103
Deferred Income Tax Asset	46,697		47,534		48,958		48,958
Prepaid Expenses and Other Current Assets	24,579		24,107		35,463		30,016
Total Current Assets	912,652		858,981		896,736		870,335
OTHER ASSETS:
Goodwill	147,055		147,352		156,278		144,522
Investments	25,382		19,764		29,354		27,137
Debt Issuance Costs	4,916		4,710		3,950		4,671
Other Intangible Assets, Net	85,728		87,980		95,405		80,317
Long-Term Deferred Income Tax Asset	27,432		27,544		129		15,178
Other Long-Term Assets, Net	14,141		14,025		12,445		10,539
Total Other Assets	304,654		301,375		297,561		282,364
PLANT AND EQUIPMENT:
Cost	1,018,796		1,019,355		1,028,368		1,035,848
Less - Accumulated Depreciation	740,708		732,160		728,136		738,841
Total Plant and Equipment, Net	278,088		287,195		300,232		297,007
TOTAL ASSETS	$	1,495,394	$	1,447,551	$	1,494,529	$	1,449,706

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

(In thousands, except per share data)

(Unaudited)

LIABILITIES & SHAREHOLDERS’ INVESTMENT



	March 30, 2014			June 30, 2013			March 29, 2015			June 29, 2014
CURRENT LIABILITIES:
Accounts Payable	$	186,652		$	143,189		$	197,476		$	169,271
Short-Term Debt	—			300			60,100			—
Accrued Liabilities	153,284			131,266			158,644			133,916
Total Current Liabilities	339,936			274,755			416,220			303,187
OTHER LIABILITIES:
Accrued Pension Cost	138,242			150,131			107,992			126,529
Accrued Employee Benefits	23,616			23,458			24,487			24,491
Accrued Postretirement Health Care Obligation	64,546			72,695			51,750			59,290
Deferred Income Tax Liability							3,414			—
Other Long-Term Liabilities	38,385			33,574			40,822			38,775
Long-Term Debt	225,000			225,000			225,000			225,000
Total Other Liabilities	489,789			504,858			453,465			474,085
SHAREHOLDERS’ INVESTMENT:
Common Stock - Authorized 120,000 shares, $.01 par value, issued 57,854 shares	579			579			579			579
Additional Paid-In Capital	77,234			77,004			76,332			78,466
Retained Earnings	1,046,307			1,042,917			1,056,981			1,048,466
Accumulated Other Comprehensive Loss	(210,352		)	(224,928		)	(218,840		)	(195,257		)
Treasury Stock at cost, 10,969 and 9,901 shares, respectively	(248,099		)	(227,634		)
Treasury Stock at cost, 13,174 and 11,536 shares, respectively							(290,208		)	(259,820		)
Total Shareholders’ Investment	665,669			667,938			624,844			672,434
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT	$	1,495,394		$	1,447,551		$	1,494,529		$	1,449,706

The accompanying notes are an integral part of these statements.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	March 30, 2014			March 31, 2013			March 30, 2014			March 31, 2013			March 29, 2015			March 30, 2014			March 29, 2015			March 30, 2014
NET SALES	$	628,403		$	637,259		$	1,362,299		$	1,385,345		$	619,015		$	628,403		$	1,355,931		$	1,362,299
COST OF GOODS SOLD	498,927			503,826			1,106,148			1,122,804			492,847			498,927			1,080,883			1,106,148
RESTRUCTURING CHARGES	(774		)	6,645			4,704			14,970			7,088			(774		)	20,780			4,704
Gross Profit	130,250			126,788			251,447			247,571			119,080			130,250			254,268			251,447
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	74,863			70,668			215,402			205,556			72,714			74,863			216,767			215,402
RESTRUCTURING CHARGES	—			—			425			3,435			943			—			2,481			425
Income from Operations	55,387			56,120			35,620			38,580			45,423			55,387			35,020			35,620
INTEREST EXPENSE	(4,720		)	(4,717		)	(13,823		)	(13,802		)	(5,233		)	(4,720		)	(14,641		)	(13,823		)
OTHER INCOME, Net	2,295			1,806			6,138			4,660			2,323			2,295			6,749			6,138
Income Before Income Taxes	52,962			53,209			27,935			29,438			42,513			52,962			27,128			27,935
PROVISION FOR INCOME TAXES	13,809			14,693			7,429			8,084			8,592			13,809			1,542			7,429
NET INCOME	$	39,153		$	38,516		$	20,506		$	21,354		$	33,921		$	39,153		$	25,586		$	20,506

EARNINGS PER SHARE
Basic	$	0.82		$	0.79		$	0.43		$	0.44		$	0.75		$	0.82		$	0.56		$	0.43
Diluted	0.82			0.78			0.43			0.44			0.75			0.82			0.56			0.43

WEIGHTED AVERAGE SHARES OUTSTANDING
Basic	46,129			47,336			46,549			47,126			44,160			46,129			44,605			46,549
Diluted	46,245			47,709			46,615			47,291			44,241			46,245			44,656			46,615

DIVIDENDS PER SHARE	$	0.12		$	0.12		$	0.36		$	0.36		$	0.125		$	0.12		$	0.375		$	0.36

The accompanying notes are an integral part of these statements.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	Three Months Ended				Nine Months Ended					Three Months Ended					Nine Months Ended
	March 30, 2014		March 31, 2013		March 30, 2014			March 31, 2013		March 29, 2015			March 30, 2014		March 29, 2015			March 30, 2014
Net Income	$	39,153	$	38,516	$	20,506		$	21,354	$	33,921		$	39,153	$	25,586		$	20,506
Other Comprehensive Income:
Other Comprehensive Income (Loss):
Cumulative Translation Adjustments	2,212		3,022		(1,160		)	9,830		(12,925		)	2,212		(34,045		)	(1,160		)
Unrealized Gain on Derivative Instruments, Net of Tax	1,381		1,611		2,568			970
Unrealized Gain (Loss) on Derivative Instruments, Net of Tax										(173		)	1,381		3,333			2,568
Unrecognized Pension & Postretirement Obligation, Net of Tax	4,381		5,967		13,168			32,823		2,377			4,381		7,129			13,168
Other Comprehensive Income	7,974		10,600		14,576			43,623
Other Comprehensive Income (Loss)										(10,721		)	7,974		(23,583		)	14,576
Total Comprehensive Income	$	47,127	$	49,116	$	35,082		$	64,977	$	23,200		$	47,127	$	2,003		$	35,082

The accompanying notes are an integral part of these statements.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Nine Months Ended						Nine Months Ended
	March 30, 2014			March 31, 2013			March 29, 2015			March 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	20,506		$	21,354		$	25,586		$	20,506
Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities:
Depreciation and Amortization	38,333			41,234			39,302			38,333
Stock Compensation Expense	5,822			5,244			4,840			5,822
Loss on Disposition of Plant and Equipment	462			293			300			462
Credit for Deferred Income Taxes	(8,705		)	(16,866		)
Earnings of Unconsolidated Affiliates	(4,277		)	(3,011		)
Provision (Credit) for Deferred Income Taxes							914			(8,705		)
Equity in Earnings of Unconsolidated Affiliates							(5,005		)	(4,277		)
Dividends Received from Unconsolidated Affiliates	4,069			4,636			4,381			4,069
Cash Contributions to Qualified Pension Plans	—			(29,363		)
Non-Cash Restructuring Charges	3,386			11,930			12,445			3,386
Change in Operating Assets and Liabilities:
Accounts Receivable	(147,738		)	(167,435		)	(88,898		)	(147,738		)
Inventories	11,713			(19,873		)	(58,715		)	11,713
Other Current Assets	(9,083		)	10,571			5,917			(9,083		)
Accounts Payable, Accrued Liabilities and Income Taxes	76,335			70,273			18,844			76,335
Other, Net	(4,856		)	(2,766		)	(12,046		)	(4,856		)
Net Cash Used in Operating Activities	(14,033		)	(73,779		)	(52,135		)	(14,033		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Plant and Equipment	(29,471		)	(26,301		)	(44,157		)	(29,471		)
Proceeds Received on Disposition of Plant and Equipment	109			6,705			318			109
Cash Paid for Acquisition, Net of Cash Acquired	—			(59,627		)	(59,855		)	—
Other, Net							(250		)	—
Net Cash Used in Investing Activities	(29,362		)	(79,223		)	(103,944		)	(29,362		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments on Short-Term Debt	(300		)	(900		)	—			(300		)
Net Borrowings on Revolver	—			35,350			60,100			—
Debt Issuance Costs	(949		)	—			—			(949		)
Treasury Stock Purchases	(30,066		)	(23,057		)	(39,560		)	(30,066		)
Stock Option Exercise Proceeds and Tax Benefits	4,361			19,613			3,921			4,361
Cash Dividends Paid	(11,387		)	(11,499		)	(11,374		)	(11,387		)
Net Cash Provided by (Used in) Financing Activities	(38,341		)	19,507			13,087			(38,341		)
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	529			(12		)	(1,982		)	529
NET DECREASE IN CASH AND CASH EQUIVALENTS	(81,207		)	(133,507		)	(144,974		)	(81,207		)
CASH AND CASH EQUIVALENTS, Beginning	188,445			156,075			194,668			188,445
CASH AND CASH EQUIVALENTS, Ending	$	107,238		$	22,568		$	49,694		$	107,238

The accompanying notes are an integral part of these statements.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. General Information

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

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

2. New Accounting Pronouncements

In ~~February 2013,~~May 2014, the Financial Accounting ~~Standards~~Standard Board ~~(“FASB”~~("FASB") issued Accounting Standards Update ~~(“ASU”~~("ASU") No. ~~2013-02, "Comprehensive Income~~2014-09, "Revenue from Contracts with Customers (Topic ~~220): Reporting~~606)." The core principle of ~~Amounts Reclassified Out of Accumulated Other Comprehensive Income," which requires~~the guidance is that an entity should recognize revenue to ~~present significant reclassifications out~~depict the transfer of ~~accumulated other comprehensive income by~~promised goods or services to customers in an amount that reflects the ~~respective line items of net income if~~consideration to which the ~~amount being reclassified is required under U.S. GAAP~~entity expects to be ~~reclassified~~entitled in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety from accumulated other comprehensive income to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail aboutexchange for those ~~amounts.~~goods or services. This ~~update~~guidance is effective for ~~fiscal years, and interim~~annual reporting periods ~~within those fiscal years,~~ beginning after December 15, ~~2012 with earlier adoption~~2016, including interim periods within that reporting period, under either full or modified retrospective adoption. Early application is not permitted. ~~The amendments in~~Management is currently assessing the ~~ASU should be applied prospectively. The Company adopted ASU No. 2013-02 at the beginning of fiscal 2014, and the required new disclosures are presented in Note 3. The adoption~~potential impact of this ~~ASU did not have any impact~~new accounting pronouncement on the Company's results of operations, financial position, orand cash ~~flow, as the ASU solely relates to disclosures.~~

~~In July 2012, the FASB issued ASU No. 2012-02, "Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment,"~~which permits an entity to first assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired before performing quantitative impairment testing. The amendments do not change the measurement of impairment losses. This update is effective for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company adopted ASU No. 2012-02 at the beginning of fiscal 2014. The adoption of this ASU did not have any impact on the Company’s results of operations, financial position or cash flow.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

3. Accumulated Other Comprehensive Income (Loss)

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

Three Months Ended March 30, 2014
Cumulative Translation Adjustments Derivative Financial Instruments Pension and Postretirement Benefit Plans Total
Beginning Balance $ 8,514
$ (2,486 ) $ (224,354 ) $ (218,326 )
Other Comprehensive Income (Loss) Before Reclassification 2,212
323
—
2,535
Income Tax Benefit (Expense) —
(124 ) —
(124 )
Net Other Comprehensive Income (Loss) Before Reclassifications 2,212
199
—
2,411
Reclassifications:

Realized (Gains) Losses - Foreign Currency Contracts (1) —
448
—
448
Realized (Gains) Losses - Commodity Contracts (1) —
1,165
—
1,165
Realized (Gains) Losses - Interest Rate Swaps (1) —
302
—
302
Amortization of Prior Service Costs (Credits) (2) —
—
(679 ) (679 )
Amortization of Actuarial Losses (2) —
—
7,780
7,780
Total Reclassifications Before Tax —
1,915
7,101
9,016
Income Tax Expense (Benefit) —
(733 ) (2,720 ) (3,453 )
Net Reclassifications —
1,182
4,381
5,563
Other Comprehensive Income (Loss) 2,212
1,381
4,381
7,974
Ending Balance $ 10,726
$ (1,105 ) $ (219,973 ) $ (210,352 )

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~~BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES~~


	Nine Months Ended March 30, 2014												Three Months Ended March 29, 2015
	Cumulative Translation Adjustments			Derivative Financial Instruments			Pension and Postretirement Benefit Plans			Total			Cumulative Translation Adjustments			Derivative Financial Instruments			Pension and Postretirement Benefit Plans			Total
Beginning Balance	$	11,886		$	(3,673	)	$	(233,141	)	$	(224,928	)	$	(8,067	)	$	2,422		$	(202,474	)	$	(208,119	)
Other Comprehensive Income (Loss) Before Reclassification	(1,160		)	(2,757		)	—			(3,917		)	(12,925		)	3,824			—			(9,101		)
Income Tax Benefit (Expense)	—			1,056			—			1,056			—			(1,453		)	—			(1,453		)
Net Other Comprehensive Income (Loss) Before Reclassifications	(1,160		)	(1,701		)	—			(2,861		)	(12,925		)	2,371			—			(10,554		)
Reclassifications:
Realized (Gains) Losses - Foreign Currency Contracts (1)	—			1,197			—			1,197			—			(4,728		)	—			(4,728		)
Realized (Gains) Losses - Commodity Contracts (1)	—			4,823			—			4,823			—			319			—			319
Realized (Gains) Losses - Interest Rate Swaps (1)	—			899			—			899			—			306			—			306
Amortization of Prior Service Costs (Credits) (2)	—			—			(2,037		)	(2,037		)	—			—			(644		)	(644		)
Amortization of Actuarial Losses (2)	—			—			23,333			23,333			—			—			4,477			4,477
Total Reclassifications Before Tax	—			6,919			21,296			28,215			—			(4,103		)	3,833			(270		)
Income Tax Expense (Benefit)	—			(2,650		)	(8,128		)	(10,778		)	—			1,559			(1,456		)	103
Net Reclassifications	—			4,269			13,168			17,437			—			(2,544		)	2,377			(167		)
Other Comprehensive Income (Loss)	(1,160		)	2,568			13,168			14,576			(12,925		)	(173		)	2,377			(10,721		)
Ending Balance	$	10,726		$	(1,105	)	$	(219,973	)	$	(210,352	)	$	(20,992	)	$	2,249		$	(200,097	)	$	(218,840	)

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

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

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES



	Three Months Ended March 30, 2014
	Cumulative Translation Adjustments		Derivative Financial Instruments			Pension and Postretirement Benefit Plans			Total
Beginning Balance	$	8,514	$	(2,486	)	$	(224,354	)	$	(218,326	)
Other Comprehensive Income (Loss) Before Reclassification	2,212		323			—			2,535
Income Tax Benefit (Expense)	—		(124		)	—			(124		)
Net Other Comprehensive Income (Loss) Before Reclassifications	2,212		199			—			2,411
Reclassifications:
Realized (Gains) Losses - Foreign Currency Contracts (1)	—		448			—			448
Realized (Gains) Losses - Commodity Contracts (1)	—		1,165			—			1,165
Realized (Gains) Losses - Interest Rate Swaps (1)	—		302			—			302
Amortization of Prior Service Costs (Credits) (2)	—		—			(679		)	(679		)
Amortization of Actuarial Losses (2)	—		—			7,780			7,780
Total Reclassifications Before Tax	—		1,915			7,101			9,016
Income Tax Expense (Benefit)	—		(733		)	(2,720		)	(3,453		)
Net Reclassifications	—		1,182			4,381			5,563
Other Comprehensive Income (Loss)	2,212		1,381			4,381			7,974
Ending Balance	$	10,726	$	(1,105	)	$	(219,973	)	$	(210,352	)

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

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	Nine Months Ended March 29, 2015
	Cumulative Translation Adjustments			Derivative Financial Instruments			Pension and Postretirement Benefit Plans			Total
Beginning Balance	$	13,053		$	(1,084	)	$	(207,226	)	$	(195,257	)
Other Comprehensive Income (Loss) Before Reclassification	(34,045		)	10,629			—			(23,416		)
Income Tax Benefit (Expense)	—			(4,039		)	—			(4,039		)
Net Other Comprehensive Income (Loss) Before Reclassifications	(34,045		)	6,590			—			(27,455		)
Reclassifications:
Realized (Gains) Losses - Foreign Currency Contracts (1)	—			(7,025		)	—			(7,025		)
Realized (Gains) Losses - Commodity Contracts (1)	—			841			—			841
Realized (Gains) Losses - Interest Rate Swaps (1)	—			931			—			931
Amortization of Prior Service Costs (Credits) (2)	—			—			(1,933		)	(1,933		)
Amortization of Actuarial Losses (2)	—			—			13,432			13,432
Total Reclassifications Before Tax	—			(5,253		)	11,499			6,246
Income Tax Expense (Benefit)	—			1,996			(4,370		)	(2,374		)
Net Reclassifications	—			(3,257		)	7,129			3,872
Other Comprehensive Income (Loss)	(34,045		)	3,333			7,129			(23,583		)
Ending Balance	$	(20,992	)	$	2,249		$	(200,097	)	$	(218,840	)

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

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	Nine Months Ended March 30, 2014
	Cumulative Translation Adjustments			Derivative Financial Instruments			Pension and Postretirement Benefit Plans			Total
Beginning Balance	$	11,886		$	(3,673	)	$	(233,141	)	$	(224,928	)
Other Comprehensive Income (Loss) Before Reclassification	(1,160		)	(2,757		)	—			(3,917		)
Income Tax Benefit (Expense)	—			1,056			—			1,056
Net Other Comprehensive Income (Loss) Before Reclassifications	(1,160		)	(1,701		)	—			(2,861		)
Reclassifications:
Realized (Gains) Losses - Foreign Currency Contracts (1)	—			1,197			—			1,197
Realized (Gains) Losses - Commodity Contracts (1)	—			4,823			—			4,823
Realized (Gains) Losses - Interest Rate Swaps (1)	—			899			—			899
Amortization of Prior Service Costs (Credits) (2)	—			—			(2,037		)	(2,037		)
Amortization of Actuarial Losses (2)	—			—			23,333			23,333
Total Reclassifications Before Tax	—			6,919			21,296			28,215
Income Tax Expense (Benefit)	—			(2,650		)	(8,128		)	(10,778		)
Net Reclassifications	—			4,269			13,168			17,437
Other Comprehensive Income (Loss)	(1,160		)	2,568			13,168			14,576
Ending Balance	$	10,726		$	(1,105	)	$	(219,973	)	$	(210,352	)

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

4. Acquisitions

On ~~December 7, 2012, Briggs & Stratton Representação de Motores e Produtos de Força do Brasil Ltda., a wholly-owned subsidiary of~~August 29, 2014, the Company acquired all of the ~~common stock~~outstanding shares of ~~Companhia Caetano Branco (“Branco”~~Allmand Bros., Inc. ("Allmand") of ~~Sao Jose dos Pinhais, Brazil~~Holdrege, Nebraska for total cash consideration of ~~$59.6~~$59.9 million,, net of cash acquired. ~~Branco~~The total cash consideration, net of cash acquired, decreased by $2.2 million during the third quarter of fiscal 2015 due to finalization of the working capital adjustment. Allmand is a leading ~~brand in the Brazilian~~designer and manufacturer of high quality towable light ~~power equipment market with a broad range of outdoor power equipment used primarily in light commercial applications.~~towers, industrial heaters, and solar LED arrow boards. Its products are used in a variety of industries, including ~~generators, water pumps, light~~ construction, ~~equipment~~roadway, oil and gas, mining, and sporting and special events. Allmand's products are generally powered by diesel engines, ~~are sold~~and distributed through national and regional equipment rental companies, equipment dealers and distributors. Allmand sells its ~~independent network~~products and service parts in approximately 40 countries. As of ~~over 1,200 dealers throughout Brazil. The~~March 29, 2015, the Company recorded a preliminary purchase price allocation ~~during fiscal 2013~~ based on aits initial estimates of fair ~~value appraisal by a third party valuation firm.~~value. The preliminary purchase price allocation resulted in the recognition of ~~$15.3~~$15.5 million of goodwill, of which ~~$4.6 million~~ ~~and~~ ~~$10.7 million~~ ~~were~~was allocated to the ~~Engines~~Products Segment, and ~~Products Segment, respectively, and~~ ~~$24.0~~$24.1 million of intangible assets, including ~~$14.6~~$15.7 million of customer relationships, $8.1 million of tradenames, and ~~$9.4~~$0.3 million of ~~tradenames.~~other intangible assets.

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

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5. Restructuring Actions

In fiscal 2012, the Company announced plans to reduce manufacturing capacity through closure of its Newbern, Tennessee and Ostrava, Czech Republic plants, as well as the consolidation of its plants in Poplar Bluff, Missouri and Auburn, Alabama. During fiscal 2012, the Company ceased manufacturing operations at its Newbern, Tennessee and Ostrava, Czech Republic plants, and carried out the consolidation of the Poplar Bluff, Missouri plant. Production of horizontal shaft engines was concluded at the Auburn, Alabama plant during the second quarter of fiscal 2014. The Company also announced in fiscal 2012 the reduction of approximately ~~10%~~ of the Company's salaried headcount. In fiscal 2012 and fiscal 2013, the Company implemented the salaried headcount reductions. Additionally, beginning in fiscal 2013, the Company exited the placement of lawn and garden products at national mass retailers. The Engines Segment continues to support lawn and garden equipment OEMs who provide lawn and garden equipment to these retailers. Workforce reductions associated with the Company's restructuring initiatives impacted approximately ~~1,250~~ ~~regular and temporary employees globally.~~

In October 2012, the Board of Directors of the Company authorized an amendment to the Company's defined benefit retirement plans for U.S., non-bargaining employees. The amendment freezes accruals for all non-bargaining employees effective January 1, 2014. The Company recorded a pre-tax curtailment charge of ~~$1.9 million~~ ~~in the second quarter of fiscal 2013 related to the defined benefit plan change.~~

In the first quarter of fiscal ~~2013,~~2015, the Company ~~completed the sale~~announced and began implementing restructuring actions to narrow its assortment of lower-priced Snapper consumer lawn and garden equipment and consolidate its ~~dormant~~Products Segment manufacturing ~~facility~~facilities in ~~Jefferson, Wisconsin and a land parcel adjacent~~order to reduce costs. The Company closed its ~~Ostrava, Czech Republic plant. In~~McDonough, Georgia plant in the fourth quarter of fiscal ~~2013, the Company completed the sale of the Ostrava, Czech Republic facility.~~2015 and is consolidating production into existing facilities in Wisconsin and New York.

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

The restructuring actions ~~for the third quarter of fiscal 2014~~discussed above resulted in pre-tax ~~income of~~ ~~$0.8 million~~ (~~$0.5 million~~ ~~after tax or~~ ~~$0.01~~ ~~per diluted share) related to the reduction of an estimated reserve related to plant closure costs. The Company recorded pre-tax~~ charges of ~~$5.1~~$8.0 million ($~~3.9~~5.2 million after tax or ~~$0.08~~$0.11 per diluted share) ~~during~~and $23.3 million ($15.1 million after tax or $0.33 per diluted share) recorded within the ~~nine~~ ~~months ended~~ ~~March 30, 2014~~ ~~related to~~Products Segment for the ~~restructuring actions discussed above. The Engines Segment recorded pre-tax income of~~ ~~$0.8 million~~ ~~and pre-tax charges of $3.0 million during the~~ third quarter and first nine months of fiscal ~~2014,~~2015, respectively. ~~The Products Segment recorded no~~Total estimated pre-tax restructuring ~~charges during~~cost estimates for the ~~third~~ ~~quarter and $2.1~~restructuring actions remain unchanged at $30 million to $37 million, including non-cash write-downs of ~~pre-tax restructuring charges during the first nine months of fiscal 2014.~~$15 million to $20 million.

The following is a rollforward of the restructuring reserve (included in Accrued Liabilities within the Condensed Consolidated Balance Sheets) attributable to ~~all Engines Segment restructuring activities for the~~ ~~nine~~ ~~month period ended~~ ~~March 30, 2014~~ ~~(in thousands):~~

Termination Benefits Other Costs Total
Reserve Balance at June 30, 2013 $ 99
$ 2,575
$ 2,674
Provisions 348
2,699
3,047
Cash Expenditures (447 ) (3,233 ) (3,680 )
Other Adjustments⁽¹⁾
—
(2,041 ) (2,041 )
Reserve Balance at March 30, 2014 $ —
$ —
$ —

~~(1)Other adjustments includes~~ ~~$0.5 million~~ ~~of accelerated depreciation and $1.5 million of asset impairments.~~

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~~The following is a rollforward of the restructuring reserve (included in Accrued Liabilities within the Condensed Consolidated Balance Sheets) attributable to all~~ Products Segment restructuring activities for the nine month period ended March ~~30, 2014~~29, 2015 (in thousands):


	Termination Benefits			Other Costs			Total			Termination Benefits			Other Costs			Total
Reserve Balance at June 30, 2013	$	94		$	45		$	139
Reserve Balance at June 29, 2014										$	—		$	105		$	105
Provisions	256			1,826			2,082			5,326			17,935			23,261
Cash Expenditures	(229		)	(325		)	(554		)	(650		)	(5,595		)	(6,245		)
Other Adjustments⁽²⁾⁽¹⁾	—			(1,546		)	(1,546		)	—			(12,445		)	(12,445		)
Reserve Balance at March 30, 2014	$	121		$	—		$	121
Reserve Balance at March 29, 2015										$	4,676		$	—		$	4,676

~~(2)~~(1) Other adjustments includes ~~$1.5~~$1.2 million of asset ~~impairments.~~impairments and $11.2 million of accelerated depreciation.

6. Earnings Per Share

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

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


	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	March 30, 2014			March 31, 2013			March 30, 2014			March 31, 2013			March 29, 2015			March 30, 2014			March 29, 2015			March 30, 2014
Net Income	$	39,153		$	38,516		$	20,506		$	21,354		$	33,921		$	39,153		$	25,586		$	20,506
Less: Earnings Allocated to Participating Securities	(1,150		)	(1,117		)	(552		)	(562		)
Less: Allocation to Participating Securities													(893		)	(1,150		)	(626		)	(552		)
Net Income Available to Common Shareholders	$	38,003		$	37,399		$	19,954		$	20,792		$	33,028		$	38,003		$	24,960		$	19,954
Average Shares of Common Stock Outstanding	46,129			47,336			46,549			47,126			44,160			46,129			44,605			46,549
Diluted Average Shares Outstanding	46,245			47,709			46,615			47,291			44,241			46,245			44,656			46,615
Basic Earnings Per Share	$	0.82		$	0.79		$	0.43		$	0.44		$	0.75		$	0.82		$	0.56		$	0.43
Diluted Earnings Per Share	$	0.82		$	0.78		$	0.43		$	0.44		$	0.75		$	0.82		$	0.56		$	0.43

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


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	March 30, 2014		March 31, 2013		March 30, 2014		March 31, 2013		March 29, 2015		March 30, 2014		March 29, 2015		March 30, 2014
Options to Purchase Shares of Common Stock (in thousands)	508		1,590		916		1,590		845		508		845		916
Weighted Average Exercise Price of Options Excluded	$	36.68	$	34.13	$	29.62	$	34.13	$	20.33	$	36.68	$	20.33	$	29.62

On ~~August 8, 2012,~~January 22, 2014, the Board of Directors of the Company authorized up to $50 million in funds ~~associated with~~for use in the Company’s common share repurchase ~~program with an expiration date of June 30, 2014.~~program. On ~~January 22,~~August 13, 2014, the Board of Directors of the Company authorized up to an additional ~~$50~~$50 million in funds ~~for use in~~associated with the ~~Company’s~~ common share repurchase ~~program with an extension of the expiration date to June 30, 2016.~~program. As of March ~~30, 2014,~~29, 2015, the total remaining authorization was approximately ~~$50.3 million.~~$47.7 million with an expiration date of June 30, 2016. The common share repurchase program authorizes the purchase of shares of the Company's common stock on the open market or in private transactions from time to time, depending on market conditions and certain governing loan covenants. During the nine months ended March ~~30, 2014~~29, 2015, the Company repurchased 2,039,399 shares on the open market at an average price of $19.40 per share, as compared to 1,479,626 shares purchased on the open market at an average price of $20.32 per share ~~as compared to~~ ~~1,216,325~~ ~~shares purchased on the open market at an average price of~~ ~~$18.96~~ ~~per share~~ during the nine months ended March ~~31, 2013~~30, 2014.

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7. Investments

This caption represents the Company’s investments in unconsolidated affiliated companies.

During the third quarter of fiscal 2014, the Company joined with one of its independent distributors to form a venture to distribute service parts. The Company contributed non-cash assets in exchange for receiving an ownership interest in the venture. As a result of the transaction, the Company recorded an investment of $6.5 million. In the first quarter of fiscal 2015, a second independent distributor joined the venture and, as a result, the Company recorded an additional investment of $2.8 million. During the second quarter of fiscal 2015, the venture acquired a third independent distributor. The Company ~~will use~~uses the equity method to account for this ~~investment.~~investment, and the earnings of the unconsolidated affiliate are recorded within the Products Segment. As of March 29, 2015, the Company's total investment in the venture was $10.1 million, and its ownership percentage was 11.9%.

8. Pension and Postretirement Benefits

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


	Pension Benefits						Other Postretirement Benefits						Pension Benefits						Other Postretirement Benefits
	Three Months Ended						Three Months Ended						Three Months Ended						Three Months Ended
	March 30, 2014			March 31, 2013			March 30, 2014			March 31, 2013			March 29, 2015			March 30, 2014			March 29, 2015			March 30, 2014
Components of Net Periodic Expense:
Components of Net Periodic Expense (Income):
Service Cost	$	1,911		$	3,166		$	83		$	89		$	858		$	1,911		$	74		$	83
Interest Cost on Projected Benefit Obligation	13,436			12,276			1,150			1,199			12,445			13,436			902			1,150
Expected Return on Plan Assets	(18,538		)	(18,873		)	—			—			(18,659		)	(18,538		)	—			—
Amortization of:
Transition Obligation	—			2			—			—
Prior Service Cost (Credit)	45			47			(724		)	(897		)	45			45			(689		)	(724		)
Actuarial Loss	6,276			8,666			1,504			1,881			3,315			6,276			1,162			1,504
Net Periodic Expense	$	3,130		$	5,284		$	2,013		$	2,272
Net Periodic Expense (Income)													$	(1,996	)	$	3,130		$	1,449		$	2,013

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	Pension Benefits						Other Postretirement Benefits						Pension Benefits						Other Postretirement Benefits
	Nine Months Ended						Nine Months Ended						Nine Months Ended						Nine Months Ended
	March 30, 2014			March 31, 2013			March 30, 2014			March 31, 2013			March 29, 2015			March 30, 2014			March 29, 2015			March 30, 2014
Components of Net Periodic Expense:
Components of Net Periodic Expense (Income):
Service Cost	$	5,735		$	10,138		$	250		$	268		$	2,574		$	5,735		$	222		$	250
Interest Cost on Projected Benefit Obligation	40,307			37,878			3,450			3,596			37,336			40,307			2,706			3,450
Expected Return on Plan Assets	(55,614		)	(56,958		)	—			—			(55,978		)	(55,614		)	—			—
Amortization of:
Transition Obligation	—			6			—			—
Prior Service Cost (Credit)	135			319			(2,172		)	(2,692		)	135			135			(2,068		)	(2,172		)
Actuarial Loss	18,821			26,155			4,512			5,644			9,946			18,821			3,486			4,512
Net Curtailment Loss	—			1,914			—			—
Net Periodic Expense	$	9,384		$	19,452		$	6,040		$	6,816
Net Periodic Expense (Income)													$	(5,987	)	$	9,384		$	4,346		$	6,040

~~In October 2012, the Board of Directors of the Company authorized~~On January 1, 2014, an amendment to the Company's defined benefit retirement plans ~~for U.S., non-bargaining employees. The amendment freezes~~became effective that froze accruals for all U.S. non-bargaining ~~employees effective~~employees. Also, on January 1, ~~2014. The Company recorded a pre-tax curtailment charge of~~ ~~$1.9 million~~ ~~in the second quarter of fiscal 2013 related to~~2014, amendments became effective that increased benefits under the defined ~~benefit plan change.~~contribution plans.

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The Company expects to make benefit payments of $~~3.1~~3.2 million attributable to its non-qualified pension plans during fiscal ~~2014.~~2015. During the first nine months of fiscal ~~2014,~~2015, the Company made payments of approximately $~~2.2~~2.3 million for its non-qualified pension plans. The Company anticipates making benefit payments of approximately $~~15.9~~12.7 million for its other postretirement benefit plans during fiscal ~~2014.~~2015. During the first nine months of fiscal ~~2014,~~2015, the Company made payments of ~~$13.0~~$11.7 million for its other postretirement benefit plans.

On July 6, 2012, the Moving Ahead for Progress in the 21st Century Act (MAP-21 Act) was signed into law. The MAP-21 Act included certain pension-related provisions, which included changes to the methodology used to determine discount rates for ERISA funding purposes for qualified defined benefit pension plans. Based on historical interest rates, the MAP-21 Act allows plan sponsors to utilize a higher discount rate to value pension liabilities, which results in lower required pension plan contributions under ERISA. During the first nine months of fiscal ~~2014,~~2015, the Company made no cash contributions to the qualified pension plan. Based upon current regulations and actuarial studies, the Company is not required to makeno ~~minimum~~ contributions to the qualified pension plan during the remainder of fiscal ~~2014 or~~2015. In addition, the Company expects it will not be required to make minimum contributions to the qualified pension plan in ~~2015.~~fiscal 2016 through fiscal 2019. The Company may be required to make further contributions in future years depending upon the actual return on plan assets and the funded status of the plan in future periods.

9. Stock Incentives

Stock based compensation expense is calculated by estimating the fair value of incentive stock awards granted and amortizing the estimated value over the awards' vesting period. Stock based compensation expense was $1.5 million and $4.8 million for the ~~$1.3 million~~three and nine ~~and $5.8 million for~~months ended March 29, 2015, respectively. For the three and nine months ended March 30, 2014, ~~respectively. For the~~ ~~three and nine~~ ~~months ended~~ ~~March 31, 2013~~, stock based compensation expense was ~~$1.4~~$1.3 million and ~~$5.2~~$5.8 million,, respectively.

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10. Derivative Instruments & Hedging Activities

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

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

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

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

The Company enters into interest rate swaps to manage a portion of its interest rate risk from financing certain dealer and distributor inventories through a third party financing source. The swaps are designated as cash flow hedges and are used to effectively fix the interest payments to a third party financing source, exclusive of lender

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spreads, ranging from 1.17% to 1.60% for a notional principal amount of $95 million with expiration dates ranging from July 2017 through May 2019.

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

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

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

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~~The notional amount of derivative contracts outstanding at the end of the period is indicative of the level of the Company’s derivative activity during the period.~~ As of March ~~30, 2014~~29, 2015 and June ~~30, 2013~~29, 2014, the Company had the following outstanding derivative contracts (in thousands):


Contract	Contract		Notional Amount		Contract		Notional Amount
			March 30, 2014	June 30, 2013			March 29, 2015	June 29, 2014
Interest Rate:
LIBOR Interest Rate (U.S. Dollars)		Fixed	95,000	95,000		Fixed	95,000	95,000
Foreign Currency:
Australian Dollar		Sell	13,722	6,392		Sell	13,801	19,904
Brazilian Real						Sell	11,608	—
Canadian Dollar		Sell	2,250	—		Sell	6,700	3,100
Chinese Renminbi						Buy	223,575	—
Euro						Sell	46,590	49,300
Euro		Sell	34,700	31,000		Buy	6,000	—
Japanese Yen		Buy	620,000	905,000		Buy	1,014,000	530,000
Mexican Peso		Sell	5,000	3,345		Sell	—	3,000
Commodity:
Aluminum (Metric Tons)		Buy	4	18
Natural Gas (Therms)		Buy	2,183	5,423		Buy	10,304	5,686

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


Balance Sheet Location	Asset (Liability) Fair Value						Asset (Liability) Fair Value
	March 30, 2014			June 30, 2013			March 29, 2015			June 29, 2014
Interest rate contracts
Other Long-Term Assets	$	242		$	257		$	—		$	43
Other Long-Term Liabilities	(965		)	(1,020		)	(1,354		)	(1,209		)
Foreign currency contracts
Other Current Assets	337			1,752			9,740			337
Other Long-Term Assets	41			—			31			12
Accrued Liabilities	(1,629		)	(1,138		)	(1,235		)	(665		)
Other Long-Term Liabilities							(47		)	(9		)
Commodity contracts
Other Current Assets	129			—			—			39
Accrued Liabilities	(505		)	(3,250		)	(598		)	(35		)
Other Long-Term Liabilities	—			(5		)	(221		)	(14		)
	$	(2,350	)	$	(3,404	)	$	6,316		$	(1,501	)

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



	Three months ended March 29, 2015
	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)			Classification of Gain (Loss)	Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Recognized in Earnings (Ineffective Portion)
Interest rate contracts	$	(381	)	Net Sales	$	(306	)	$	—
Foreign currency contracts - sell	(120		)	Net Sales	5,146			—
Foreign currency contracts - buy	357			Cost of Goods Sold	(418		)	—
Commodity contracts	(29		)	Cost of Goods Sold	(319		)	—
	$	(173	)		$	4,103		$	—



	Three months ended March 30, 2014
	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)		Classification of Gain (Loss)	Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Recognized in Earnings (Ineffective Portion)
Interest rate contracts	$	15	Net Sales	$	(302	)	$	—
Foreign currency contracts - sell	348		Net Sales	(138		)	—
Foreign currency contracts - buy	170		Cost of Goods Sold	(310		)	—
Commodity contracts	848		Cost of Goods Sold	(1,165		)	—
	$	1,381		$	(1,915	)	$	—


	Three months ended March 31, 2013									Nine months ended March 29, 2015
	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)			Classification of Gain (Loss)	Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Recognized in Earnings (Ineffective Portion)		Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)			Classification of Gain (Loss)	Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Recognized in Earnings (Ineffective Portion)
Interest rate contracts	$	203		Net Sales	$	—		$	—	$	(120	)	Net Sales	$	(931	)	$	—
Foreign currency contracts - sell	1,952			Net Sales	(12		)	—		3,720			Net Sales	7,689			—
Foreign currency contracts - buy	(16		)	Cost of Goods Sold	(786		)	—		(51		)	Cost of Goods Sold	(664		)	—
Commodity contracts	(528		)	Cost of Goods Sold	(3,207		)	—		(216		)	Cost of Goods Sold	(841		)	—
	$	1,611			$	(4,005	)	$	—	$	3,333			$	5,253		$	—



	Nine months ended March 30, 2014
	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)			Classification of Gain (Loss)	Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Recognized in Earnings (Ineffective Portion)
Interest rate contracts	$	20		Net Sales	$	(899	)	$	—
Foreign currency contracts - sell	(751		)	Net Sales	(248		)	—
Foreign currency contracts - buy	142			Cost of Goods Sold	(949		)	—
Commodity contracts	3,157			Cost of Goods Sold	(4,823		)	—
	$	2,568			$	(6,919	)	$	—

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Nine months ended March 30, 2014

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

Classification of
Gain (Loss)

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

Recognized in
Earnings
(Ineffective Portion)
Interest rate contracts $ 20
Net Sales $ (899 ) $ —
Foreign currency contracts - sell (751 ) Net Sales (248 ) —
Foreign currency contracts - buy 142
Cost of Goods Sold (949 ) —
Commodity contracts 3,157
Cost of Goods Sold (4,823 ) —
$ 2,568
$ (6,919 ) $ —

Nine months ended March 31, 2013

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

Classification of
Gain (Loss)

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

Recognized in
Earnings
(Ineffective Portion)
Interest rate contracts $ (137 ) Net Sales $ —
$ —
Foreign currency contracts - sell 118
Net Sales 77
—
Foreign currency contracts - buy (278 ) Cost of Goods Sold (859 ) —
Commodity contracts 1,267
Cost of Goods Sold (7,591 ) —
$ 970
$ (8,373 ) $ —

During the next twelve months, the estimated net amount of ~~losses~~income on cash flow hedges as of March ~~30, 2014~~29, 2015 expected to be reclassified out of AOCI into earnings is $~~1.1~~4.8 million.

11. Fair Value Measurements

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

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

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

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

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The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March ~~30, 2014~~29, 2015 and June ~~30, 2013~~29, 2014 (in thousands):


			Fair Value Measurements Using								Fair Value Measurements Using
	March 30, 2014		Level 1		Level 2		Level 3		March 29, 2015		Level 1		Level 2		Level 3
Assets:
Derivatives	$	749	$	—	$	749	$	—	$	9,771	$	—	$	9,771	$	—
Liabilities:
Derivatives	$	3,099	$	—	$	3,099	$	—	$	3,455	$	—	$	3,455	$	—
	June 30, 2013		Level 1		Level 2		Level 3		June 29, 2014		Level 1		Level 2		Level 3
Assets:
Derivatives	$	2,009	$	—	$	2,009	$	—	$	431	$	—	$	431	$	—
Liabilities:
Derivatives	$	5,413	$	—	$	5,413	$	—	$	1,932	$	—	$	1,932	$	—

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

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

The estimated fair value of the Company's Senior Notes (as defined in Note 16) at March ~~30, 2014~~29, 2015 and June ~~30, 2013~~29, 2014 was $~~251.5~~248.6 million and $~~250.9~~251.4 million, respectively, compared to the carrying value of $225.0 million on each date. The estimated fair value of the Senior Notes is based on quoted market prices for similar instruments and is, therefore, classified as Level 2 within the valuation hierarchy. The carrying value of the Revolver (as defined in Note 16) ~~and short-term debt~~ approximates fair value since the underlying rate of interest is variable based upon LIBOR rates.

The Company believes that the carrying values of cash and cash equivalents, trade receivables, and accounts payable are reasonable estimates of their fair values at March ~~30, 2014~~29, 2015 and June ~~30, 2013~~29, 2014 due to the short-term nature of these instruments.

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12. Warranty

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


	Nine Months Ended						Nine Months Ended
	March 30, 2014			March 31, 2013			March 29, 2015			March 30, 2014
Beginning Balance	$	45,037		$	46,013		$	44,744		$	45,037
Payments	(20,336		)	(20,455		)	(20,106		)	(20,336		)
Provision for Current Year Warranties	20,889			21,209			22,493			20,889
Changes in Estimates	(616		)	(472		)	(46		)	(616		)
Ending Balance	$	44,974		$	46,295		$	47,085		$	44,974

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13. Income Taxes

The effective tax ~~rate for the~~ ~~third~~ ~~quarter of fiscal 2014 was~~ ~~26.1%, compared to~~ ~~27.6%~~ ~~for the same respective period of fiscal 2013. The tax rate~~rates for the third quarter and first nine months of fiscal ~~2014 included a taxpayer election which provided~~2015 were 20.2% and 5.7%, compared to 26.1% and 26.6% for the ~~Company a~~ ~~$2.9 million~~ ~~tax benefit that was previously unavailable as well as a benefit of~~ ~~$0.7 million~~ ~~from income related to foreign operations subject to different statutory tax rates.~~respective periods last year. The tax ~~rate~~rates for the third quarter and first nine months of fiscal ~~2013 included benefits for the reenactment of the U.S.~~2015 were primarily impacted by incremental federal research ~~and~~& development ~~and other credits in the amount of~~ ~~$1.0 million, foreign~~(R&D) tax credits ~~in the amount of~~ ~~$0.5 million, and~~ ~~$1.7 million~~ ~~from income~~ related to ~~foreign operations subject to different statutory rates. The effective~~prior years, offset by reserves for unrecognized tax positions for a net tax benefit of $4.7 million and $5.0 million, respectively. In addition, the tax rate for the first nine months of fiscal ~~2014~~2015 was ~~26.6%, compared to~~ ~~27.5%~~impacted by the reversal of previously recorded reserves as a result of the effective settlement of the Company’s IRS audit. The tax rates for the ~~same respective period~~third quarter and the first nine months of fiscal ~~2013.~~2014 included a taxpayer election filed pursuant to the outcome of a U.S. court case that provided the Company precedent to record a tax benefit of $2.9 million for the permanent exclusion of qualified export activity from prior years’ taxable income.

For the three and nine months ended March ~~30, 2014~~,29, 2015, the Company's unrecognized tax benefits increased by ~~$0.3~~$4.2 million, and $2.1 million, respectively, all of which ~~$0.3 million~~ impacted the current effective tax rate. This amount substantially consists of the reversal of previously recorded reserves as a result of the effective settlement of the Company’s IRS audit, offset by the recording of additional reserves associated with incremental R&D credit claimed.

Income tax returns are filed in the U.S., state, and foreign jurisdictions and related audits occur on a regular basis. ~~In the U.S., the~~The Company is no longer subject to U.S. federal income tax examinations before fiscal ~~2010~~2012 and is currently under audit by ~~U.S. federal and~~ various ~~state~~other jurisdictions. With respect to the Company's major foreign jurisdictions, they are no longer subject to ~~income~~ tax examinations before fiscal ~~2003.~~2004.

14. Commitments and Contingencies

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

~~On March 19, 2010, plaintiffs filed a complaint in the Ontario Superior Court of Justice in Canada (Robert Foster et al. v. Sears Canada, Inc. et al~~., Court File No. 766-2010) against the Company and other engine and lawnmower manufacturers alleging 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. On May 3, 2010, other plaintiffs filed a similar complaint in the Montreal Superior Court in Canada (~~Eric Liverman, et al. v. Deere & Company, et al., Court File No. 500-06-000507-109). Both proceedings were based on various theories of Canadian law and sought unspecified damages.~~

On June 27, 2013, the Company entered into a Canadian Lawnmower Class Action National Settlement Agreement (“Settlement”) that resolved all horsepower claims brought by all persons in Canada who purchased lawn mowers in Canada during the class period (defined as January 1, 1994 through December 31, 2012), except certain specified persons. The Settlement was approved by the Ontario Court and the Quebec Court in September 2013, and all payments required by the Company have been made. As a result of the Settlement, the Company recorded a total charge of US $1.9 million as a Litigation Settlement expense on the Statement of Operations in the fourth quarter of fiscal year 2013.

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

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briefed on December 23, 2014. Summary judgment is ~~underway in~~currently pending before the ~~case.~~court, and no hearing date or trial date has been set.

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

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15. Segment Information

The Company ~~operates~~maintains two reportable business segments that are managed separately based on fundamental differences in their operations. Beginning in fiscal 2015, the Company is using “segment income (loss)” as the primary measure to evaluate operating performance and allocate capital resources for the Engines and Products Segments. Previously, the Company used income (loss) from operations. Segment income (loss) is defined as income (loss) from operations plus equity in earnings of unconsolidated affiliates. The Company has recast prior year amounts for comparability. Summarized segment data is as follows (in thousands):


	Three Months Ended						Nine Months Ended						Three Months Ended						Nine Months Ended
	March 30, 2014			March 31, 2013			March 30, 2014			March 31, 2013			March 29, 2015			March 30, 2014			March 29, 2015			March 30, 2014
NET SALES:
Engines	$	452,359		$	451,921		$	901,858		$	890,631		$	432,248		$	452,359		$	857,067		$	901,858
Products	205,160			231,532			529,724			602,323			211,135			205,160			576,313			529,724
Inter-Segment Eliminations	(29,116		)	(46,194		)	(69,283		)	(107,609		)	(24,368		)	(29,116		)	(77,449		)	(69,283		)
Total *	$	628,403		$	637,259		$	1,362,299		$	1,385,345
* International sales included in net sales based on product shipment destination	$	159,989		$	166,722		$	451,985		$	453,335
Total													$	619,015		$	628,403		$	1,355,931		$	1,362,299
GROSS PROFIT:
Engines	$	107,930		$	100,981		$	187,423		$	181,980		$	98,885		$	107,930		$	189,580		$	187,423
Products	22,365			26,546			62,149			63,798			19,908			22,365			64,505			62,149
Inter-Segment Eliminations	(45		)	(739		)	1,875			1,793			287			(45		)	183			1,875
Total	$	130,250		$	126,788		$	251,447		$	247,571		$	119,080		$	130,250		$	254,268		$	251,447
INCOME (LOSS) FROM OPERATIONS:
SEGMENT INCOME (LOSS):
Engines	$	60,345		$	57,058		$	50,528		$	48,574		$	54,928		$	62,071		$	59,967		$	54,805
Products	(4,913		)	(199		)	(16,783		)	(11,787		)	(8,128		)	(4,913		)	(20,125		)	(16,783		)
Inter-Segment Eliminations	(45		)	(739		)	1,875			1,793			287			(45		)	183			1,875
Total	$	55,387		$	56,120		$	35,620		$	38,580		$	47,087		$	57,113		$	40,025		$	39,897

Reconciliation from Segment Income (Loss) to Income Before Income Taxes:
Equity in Earnings of Unconsolidated Affiliates													1,664			1,726			5,005			4,277
Income from Operations													$	45,423		$	55,387		$	35,020		$	35,620
INTEREST EXPENSE													(5,233		)	(4,720		)	(14,641		)	(13,823		)
OTHER INCOME, Net													2,323			2,295			6,749			6,138
Income Before Income Taxes													42,513			52,962			27,128			27,935
PROVISION FOR INCOME TAXES													8,592			13,809			1,542			7,429
Net Income													$	33,921		$	39,153		$	25,586		$	20,506

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


	Three Months Ended					Nine Months Ended				Three Months Ended					Nine Months Ended
	March 30, 2014			March 31, 2013		March 30, 2014		March 31, 2013		March 29, 2015		March 30, 2014			March 29, 2015		March 30, 2014
PRE-TAX RESTRUCTURING CHARGES (INCOME) INCLUDED IN GROSS PROFIT:
PRE-TAX RESTRUCTURING CHARGES AND ACQUISITION-RELATED CHARGES INCLUDED IN GROSS PROFIT:
Engines	$	(774	)	$	5,409	$	2,622	$	7,346	$	—	$	(774	)	$	—	$	2,622
Products	—			1,236		2,082		7,624		7,088		—			21,952		2,082
Total	$	(774	)	$	6,645	$	4,704	$	14,970	$	7,088	$	(774	)	$	21,952	$	4,704

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


	Three Months Ended					Nine Months Ended				Three Months Ended					Nine Months Ended
	March 30, 2014			March 31, 2013		March 30, 2014		March 31, 2013		March 29, 2015		March 30, 2014			March 29, 2015		March 30, 2014
PRE-TAX RESTRUCTURING CHARGES (INCOME) INCLUDED IN INCOME (LOSS) FROM OPERATIONS:
PRE-TAX RESTRUCTURING CHARGES AND ACQUISITION-RELATED CHARGES INCLUDED IN SEGMENT INCOME (LOSS):
Engines	$	(774	)	$	5,409	$	3,047	$	10,781	$	—	$	(774	)	$	—	$	3,047
Products	—			1,236		2,082		7,624		8,141		—			24,902		2,082
Total	$	(774	)	$	6,645	$	5,129	$	18,405	$	8,141	$	(774	)	$	24,902	$	5,129

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16. Debt

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


	March 30, 2014		June 30, 2013		March 29, 2015		June 29, 2014
Senior Notes	$	225,000	$	225,000	$	225,000	$	225,000
Multicurrency Credit Agreement	—		—		60,100		—
	$	225,000	$	225,000	$	285,100	$	225,000

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

On October ~~13, 2011,~~21, 2013, the Company entered into aan amendment to its $500 million multicurrency credit agreement (the “Revolver”)~~. On October 21, 2013, the Company entered into an amendment to the Revolver,~~, which, among other things, extended the maturity of the Revolver ~~from October 13, 2016~~ to October 21, 2018. The initial maximum availability under the revolving credit facility is $500 million. Availability under the revolving credit facility is reduced by outstanding letters of credit. The Company may from time to time increase the maximum availability under the revolving credit facility by up to $250 million if certain conditions are satisfied. ~~As of March 30, 2014, there were no borrowings under the Revolver.~~ In connection with the amendment to the Revolver in the second quarter of fiscal 2014, the Company incurred approximately ~~$0.9~~$0.9 million in new debt issuance costs, which are being amortized over the life of the Revolver using the straight-line method. As of March 29, 2015, $60.1 million was outstanding under the Revolver.

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

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17. Separate Financial Information of Subsidiary Guarantor of Indebtedness

Under the terms of the Company’s Senior Notes and the Revolver (collectively, the “Domestic Indebtedness”), Briggs & Stratton Power Products Group, LLC, a 100% owned subsidiary of the Company, iswas the sole joint and several guarantor of the Domestic Indebtedness (the “Guarantor”). as of March 29, 2015 and June 29, 2014. The ~~guarantees are~~Guarantor provides a full and unconditional ~~guarantees,~~guarantee of the Domestic Indebtedness, except for certain customary limitations. These customary limitations, which are described in detail in the First Supplemental Indenture (Indenture) dated December 20, 2010, include (i) the sale of the guarantor or substantially all of the guarantor’s assets, (ii) the designation of the guarantor as an unrestricted subsidiary for covenant purposes, (iii) the guarantor ceasing to guarantee certain other indebtedness, if the guarantor is also not a significant subsidiary within the meaning of Article 1, Rule 1-02 of Regulation S-X, and (iv) achieving the Indenture’s requirements for legal defeasance, covenant defeasance or discharge. Additionally, if at any time a domestic subsidiary of the Company constitutes a significant domestic subsidiary, then such domestic subsidiary will also become a guarantor of the Domestic Indebtedness. Currently, all of the Domestic Indebtedness is unsecured. If the Company were to fail to make a payment of interest or principal on its due date, the Guarantor is obligated to pay the outstanding Domestic Indebtedness. The Company had the following outstanding amounts related to the guaranteed debt (in thousands):


	March 30, 2014 Carrying Amount		Maximum Guarantee		March 29, 2015 Carrying Amount		Maximum Guarantee
Senior Notes	$	225,000	$	225,000	$	225,000	$	225,000
Multicurrency Credit Agreement	$	—	$	500,000	$	60,100	$	500,000

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

CONSOLIDATING BALANCE SHEET

As of March ~~30, 2014~~29, 2015

(Unaudited)


	Briggs & Stratton Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated		Briggs & Stratton Corporation		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated
CURRENT ASSETS:
Cash and Cash Equivalents	$	57,558	$	1,969	$	47,711	$	—		$	107,238	$	5,946	$	455	$	43,293	$	—		$	49,694
Accounts Receivable, Net	184,125		113,595		41,114		—			338,834		164,675		95,655		55,395		—			315,725
Intercompany Accounts Receivable	17,870		2,772		31,439		(52,081		)	—		19,650		6,690		38,401		(64,741		)	—
Inventories, Net	170,082		160,119		65,103		—			395,304		209,572		160,022		77,302		—			446,896
Deferred Income Tax Asset	30,179		14,983		1,535		—			46,697		31,697		15,414		1,847		—			48,958
Prepaid Expenses and Other Current Assets	11,711		2,593		10,275		—			24,579		26,630		1,768		7,065		—			35,463
Total Current Assets	$	471,525	$	296,031	$	197,177	$	(52,081	)	$	912,652	$	458,170	$	280,004	$	223,303	$	(64,741	)	$	896,736
OTHER ASSETS:
Goodwill	$	128,300	$	—	$	18,755	$	—		$	147,055	$	128,300	$	—	$	27,978	$	—		$	156,278
Investments	25,382		—		—		—			25,382		29,354		—		—		—			29,354
Investments in Subsidiaries	480,241		—		—		(480,241		)	—		504,606		—		—		(504,606		)	—
Intercompany Note Receivable	56,058		81,167		18,927		(156,152		)	—		37,667		72,354		22,918		(132,939		)	—
Debt Issuance Costs	4,916		—		—		—			4,916		3,950		—		—		—			3,950
Other Intangible Assets, Net	—		61,710		24,018		—			85,728		—		55,007		40,398		—			95,405
Long-Term Deferred Income Tax Asset	48,407		—		313		(21,288		)	27,432		23,271		—		129		(23,271		)	129
Other Long-Term Assets, Net	10,152		2,629		1,360		—			14,141		7,783		3,262		1,400		—			12,445
Total Other Assets	$	753,456	$	145,506	$	63,373	$	(657,681	)	$	304,654	$	734,931	$	130,623	$	92,823	$	(660,816	)	$	297,561
PLANT AND EQUIPMENT, NET	220,902		41,005		16,181		—			278,088		246,041		27,931		26,260		—			300,232
TOTAL ASSETS	$	1,445,883	$	482,542	$	276,731	$	(709,762	)	$	1,495,394	$	1,439,142	$	438,558	$	342,386	$	(725,557	)	$	1,494,529

CURRENT LIABILITIES:
Accounts Payable	$	110,243	$	54,006	$	22,403	$	—		$	186,652	$	115,794	$	55,909	$	25,773	$	—		$	197,476
Intercompany Accounts Payable	19,835		15,949		16,297		(52,081		)	—		30,074		7,511		27,156		(64,741		)	—
Short-Term Debt												60,100		—		—		—			60,100
Accrued Liabilities	102,751		35,110		15,423		—			153,284		96,202		42,053		20,389		—			158,644
Total Current Liabilities	$	232,829	$	105,065	$	54,123	$	(52,081	)	$	339,936	$	302,170	$	105,473	$	73,318	$	(64,741	)	$	416,220
OTHER LIABILITIES:
Accrued Pension Cost	$	137,829	$	413	$	—	$	—		$	138,242	$	107,115	$	381	$	496	$	—		$	107,992
Accrued Employee Benefits	23,616		—		—		—			23,616		24,487		—		—		—			24,487
Accrued Postretirement Health Care Obligation	49,657		14,889		—		—			64,546		37,529		14,221		—		—			51,750
Intercompany Note Payable	84,940		—		71,212		(156,152		)	—		86,864		—		46,075		(132,939		)	—
Deferred Income Tax Liabilities	—		20,780		508		(21,288		)	—		—		15,781		10,904		(23,271		)	3,414
Other Long-Term Liabilities	26,343		11,064		978		—			38,385		31,133		8,824		865		—			40,822
Long-Term Debt	225,000		—		—		—			225,000		225,000		—		—		—			225,000
Total Other Liabilities	$	547,385	$	47,146	$	72,698	$	(177,440	)	$	489,789	$	512,128	$	39,207	$	58,340	$	(156,210	)	$	453,465
TOTAL SHAREHOLDERS’ INVESTMENT:	665,669		330,331		149,910		(480,241		)	665,669
TOTAL SHAREHOLDERS’ INVESTMENT												624,844		293,878		210,728		(504,606		)	624,844
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT	$	1,445,883	$	482,542	$	276,731	$	(709,762	)	$	1,495,394	$	1,439,142	$	438,558	$	342,386	$	(725,557	)	$	1,494,529

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET

As of June ~~30, 2013~~29, 2014


	Briggs & Stratton Corporation		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated		Briggs & Stratton Corporation		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated
CURRENT ASSETS:
Cash and Cash Equivalents	$	162,628	$	1,275	$	24,542	$	—		$	188,445	$	138,926	$	2,680	$	53,062	$	—		$	194,668
Accounts Receivable, Net	80,017		80,531		30,252		—			190,800		86,099		100,062		34,429		—			220,590
Intercompany Accounts Receivable	11,987		5,971		46,366		(64,324		)	—		15,987		3,492		32,826		(52,305		)	—
Inventories, Net	165,600		175,523		66,972		—			408,095		165,159		146,749		64,195		—			376,103
Deferred Income Tax Asset	32,543		13,923		1,068		—			47,534		33,343		13,904		1,711		—			48,958
Prepaid Expenses and Other Current Assets	15,194		1,967		6,946		—			24,107		17,436		3,508		9,072		—			30,016
Total Current Assets	$	467,969	$	279,190	$	176,146	$	(64,324	)	$	858,981	$	456,950	$	270,395	$	195,295	$	(52,305	)	$	870,335
OTHER ASSETS:
Goodwill	$	128,300	$	—	$	19,052	$	—		$	147,352	$	128,300	$	—	$	16,222	$	—		$	144,522
Investments	19,764		—		—		—			19,764		27,137		—		—		—			27,137
Investments in Subsidiaries	520,604		—		—		(520,604		)	—		470,391		—		—		(470,391		)	—
Intercompany Note Receivable	45,747		81,844		14,486		(142,077		)	—		49,293		84,567		13,876		(147,736		)	—
Debt Issuance Costs	4,710		—		—		—			4,710		4,671		—		—		—			4,671
Other Intangible Assets, Net	—		62,612		25,368		—			87,980		—		55,909		24,408		—			80,317
Long-Term Deferred Income Tax Asset	48,694		—		83		(21,233		)	27,544		32,507		—		677		(18,006		)	15,178
Other Long-Term Assets, Net	9,810		2,957		1,258		—			14,025		7,120		2,088		1,331		—			10,539
Total Other Assets	$	777,629	$	147,413	$	60,247	$	(683,914	)	$	301,375	$	719,419	$	142,564	$	56,514	$	(636,133	)	$	282,364
PLANT AND EQUIPMENT, NET	224,002		45,475		17,718		—			287,195		241,166		39,863		15,978		—			297,007
TOTAL ASSETS	$	1,469,600	$	472,078	$	254,111	$	(748,238	)	$	1,447,551	$	1,417,535	$	452,822	$	267,787	$	(688,438	)	$	1,449,706

CURRENT LIABILITIES:
Accounts Payable	$	91,965	$	37,112	$	14,112	$	—		$	143,189	$	105,532	$	45,171	$	18,568	$	—		$	169,271
Intercompany Accounts Payable	38,078		5,197		21,049		(64,324		)	—		21,859		6,002		24,444		(52,305		)	—
Short-Term Debt	—		—		300		—			300
Accrued Liabilities	111,146		7,452		12,668		—			131,266		85,735		31,863		16,318		—			133,916
Total Current Liabilities	$	241,189	$	49,761	$	48,129	$	(64,324	)	$	274,755	$	213,126	$	83,036	$	59,330	$	(52,305	)	$	303,187
OTHER LIABILITIES:
Accrued Pension Cost	$	149,614	$	472	$	45	$	—		$	150,131	$	125,481	$	421	$	627	$	—		$	126,529
Accrued Employee Benefits	23,458		—		—		—			23,458		24,491		—		—		—			24,491
Accrued Postretirement Health Care Obligation	57,298		15,397		—		—			72,695		44,928		14,362		—		—			59,290
Intercompany Note Payable	85,095		—		56,982		(142,077		)	—		85,343		—		62,393		(147,736		)	—
Deferred Income Tax Liabilities	—		21,233		—		(21,233		)	—		—		18,006		—		(18,006		)	—
Other Long-Term Liabilities	20,008		12,541		1,025		—			33,574		26,732		11,037		1,006		—			38,775
Long-Term Debt	225,000		—		—		—			225,000		225,000		—		—		—			225,000
Total Other Liabilities	$	560,473	$	49,643	$	58,052	$	(163,310	)	$	504,858	$	531,975	$	43,826	$	64,026	$	(165,742	)	$	474,085
TOTAL SHAREHOLDERS’ INVESTMENT:	667,938		372,674		147,930		(520,604		)	667,938
TOTAL SHAREHOLDERS’ INVESTMENT												672,434		325,960		144,431		(470,391		)	672,434
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT	$	1,469,600	$	472,078	$	254,111	$	(748,238	)	$	1,447,551	$	1,417,535	$	452,822	$	267,787	$	(688,438	)	$	1,449,706

2325

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months EndedMarch ~~30, 2014~~29, 2015

(Unaudited)


	Briggs & Stratton Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated			Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	429,788		$	172,493		$	78,767	$	(52,645	)	$	628,403		$	408,530		$	165,804		$	95,155		$	(50,474	)	$	619,015
Cost of Goods Sold	334,097			158,623			58,852		(52,645		)	498,927			321,429			150,392			71,500			(50,474		)	492,847
Restructuring Charges	(774		)	—			—		—			(774		)	—			7,088			—			—			7,088
Gross Profit	96,465			13,870			19,915		—			130,250			87,101			8,324			23,655			—			119,080
Engineering, Selling, General and Administrative Expenses	43,267			20,938			10,658		—			74,863			43,252			19,504			9,958			—			72,714
Equity in Income from Subsidiaries	(3,658		)	—			—		3,658			—
Restructuring Charges															—			943			—			—			943
Equity in Earnings from Subsidiaries															(5,072		)	—			—			5,072			—
Income (Loss) from Operations	56,856			(7,068		)	9,257		(3,658		)	55,387			48,921			(12,123		)	13,697			(5,072		)	45,423
Interest Expense	(4,720		)				—		—			(4,720		)	(5,159		)	(72		)	(2		)	—			(5,233		)
Other Income, Net	2,078			15			202		—			2,295			1,375			293			655			—			2,323
Income (Loss) before Income Taxes	54,214			(7,053		)	9,459		(3,658		)	52,962			45,137			(11,902		)	14,350			(5,072		)	42,513
Provision (Credit) for Income Taxes	15,061			(2,598		)	1,346		—			13,809			11,216			(4,448		)	1,824			—			8,592
Net Income (Loss)	$	39,153		$	(4,455	)	$	8,113	$	(3,658	)	$	39,153		$	33,921		$	(7,454	)	$	12,526		$	(5,072	)	$	33,921
Comprehensive Income (Loss)	$	47,127		$	(4,542	)	$	9,276	$	(4,734	)	$	47,127		$	23,200		$	(8,010	)	$	4,740		$	3,270		$	23,200

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months EndedMarch ~~31, 2013~~30, 2014

(Unaudited)


	Briggs & Stratton Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated			Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries		Eliminations			Consolidated
Net Sales	$	429,762		$	199,734		$	77,891		$	(70,128	)	$	637,259		$	429,788		$	172,493		$	78,767	$	(52,645	)	$	628,403
Cost of Goods Sold	335,570			180,847			57,537			(70,128		)	503,826			334,097			158,623			58,852		(52,645		)	498,927
Restructuring Charges	5,354			997			294			—			6,645			(774		)	—			—		—			(774		)
Gross Profit	88,838			17,890			20,060			—			126,788			96,465			13,870			19,915		—			130,250
Engineering, Selling, General and Administrative Expenses	41,603			18,642			10,423			—			70,668			43,267			20,938			10,658		—			74,863
Equity in Income from Subsidiaries	(8,274		)	—			—			8,274			—
Equity in Earnings from Subsidiaries																(3,658		)	—			—		3,658			—
Income (Loss) from Operations	55,509			(752		)	9,637			(8,274		)	56,120			56,856			(7,068		)	9,257		(3,658		)	55,387
Interest Expense	(4,679		)	—			(38		)	—			(4,717		)	(4,720		)	—			—		—			(4,720		)
Other Income (Expense), Net	2,036			24			(254		)	—			1,806
Other Income, Net																2,078			15			202		—			2,295
Income (Loss) before Income Taxes	52,866			(728		)	9,345			(8,274		)	53,209			54,214			(7,053		)	9,459		(3,658		)	52,962
Provision (Credit) for Income Taxes	14,350			(332		)	675			—			14,693			15,061			(2,598		)	1,346		—			13,809
Net Income (Loss)	$	38,516		$	(396	)	$	8,670		$	(8,274	)	$	38,516		$	39,153		$	(4,455	)	$	8,113	$	(3,658	)	$	39,153
Comprehensive Income (Loss)	$	49,116		$	(272	)	$	8,585		$	(8,313	)	$	49,116		$	47,127		$	(4,542	)	$	9,276	$	(4,734	)	$	47,127

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Nine Months Ended March ~~30, 2014~~29, 2015

(Unaudited)


	Briggs & Stratton Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated			Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	855,142		$	425,041		$	229,465		$	(147,349	)	$	1,362,299		$	816,386		$	413,772		$	295,066		$	(169,293	)	$	1,355,931
Cost of Goods Sold	688,280			388,123			177,094			(147,349		)	1,106,148			650,398			372,129			227,649			(169,293		)	1,080,883
Restructuring Charges	2,693			228			1,783			—			4,704			—			20,780			—			—			20,780
Gross Profit	164,169			36,690			50,588			—			251,447			165,988			20,863			67,417			—			254,268
Engineering, Selling, General and Administrative Expenses	123,019			56,628			35,755			—			215,402			120,553			55,248			40,966			—			216,767
Restructuring Charges	77			—			348			—			425			—			2,481			—			—			2,481
Equity in Income from Subsidiaries	1,459			—			—			(1,459		)	—
Equity in Loss from Subsidiaries																930			—			—			(930		)	—
Income (Loss) from Operations	39,614			(19,938		)	14,485			1,459			35,620			44,505			(36,866		)	26,451			930			35,020
Interest Expense	(13,796		)	—			(27		)	—			(13,823		)	(14,460		)	(178		)	(3		)	—			(14,641		)
Other Income, Net	5,882			199			57			—			6,138			4,690			1,069			990			—			6,749
Income (Loss) before Income Taxes	31,700			(19,739		)	14,515			1,459			27,935			34,735			(35,975		)	27,438			930			27,128
Provision (Credit) for Income Taxes	11,194			(7,275		)	3,510			—			7,429			9,149			(13,426		)	5,819			—			1,542
Net Income (Loss)	$	20,506		$	(12,464	)	$	11,005		$	1,459		$	20,506		$	25,586		$	(22,549	)	$	21,619		$	930		$	25,586
Comprehensive Income (Loss)	$	35,082		$	(12,747	)	$	11,785		$	962		$	35,082		$	2,003		$	(23,041	)	$	2,677		$	20,364		$	2,003

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Nine Months Ended March ~~31, 2013~~30, 2014

(Unaudited)


	Briggs & Stratton Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated			Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	843,473		$	516,262		$	212,207		$	(186,597	)	$	1,385,345		$	855,142		$	425,041		$	229,465		$	(147,349	)	$	1,362,299
Cost of Goods Sold	677,715			467,866			163,820			(186,597		)	1,122,804			688,280			388,123			177,094			(147,349		)	1,106,148
Restructuring Charges	7,074			7,387			509			—			14,970			2,693			228			1,783			—			4,704
Gross Profit	158,684			41,009			47,878			—			247,571			164,169			36,690			50,588			—			251,447
Engineering, Selling, General and Administrative Expenses	122,362			53,265			29,929			—			205,556			123,019			56,628			35,755			—			215,402
Restructuring Charges	3,435			—			—			—			3,435			77			—			348			—			425
Equity in Income from Subsidiaries	(8,596		)	—			—			8,596			—
Equity in Loss from Subsidiaries																1,459			—			—			(1,459		)	—
Income (Loss) from Operations	41,483			(12,256		)	17,949			(8,596		)	38,580			39,614			(19,938		)	14,485			1,459			35,620
Interest Expense	(13,677		)	(3		)	(122		)	—			(13,802		)	(13,796		)	—			(27		)	—			(13,823		)
Other Income, Net	4,251			178			231			—			4,660			5,882			199			57			—			6,138
Income (Loss) before Income Taxes	32,057			(12,081		)	18,058			(8,596		)	29,438			31,700			(19,739		)	14,515			1,459			27,935
Provision (Credit) for Income Taxes	10,703			(4,487		)	1,868			—			8,084			11,194			(7,275		)	3,510			—			7,429
Net Income (Loss)	$	21,354		$	(7,594	)	$	16,190		$	(8,596	)	$	21,354		$	20,506		$	(12,464	)	$	11,005		$	1,459		$	20,506
Comprehensive Income (Loss)	$	64,977		$	(7,972	)	$	20,105		$	(12,133	)	$	64,977		$	35,082		$	(12,747	)	$	11,785		$	962		$	35,082

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months EndedMarch ~~30, 2014~~29, 2015

(Unaudited)


	Briggs & Stratton Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated			Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by (Used in) Operating Activities	$	(48,051	)	$	1,925		$	32,093		$	—	$	(14,033	)	$	(44,164	)	$	(9,889	)	$	3,398		$	(1,480	)	$	(52,135	)
Cash Flows from Investing Activities:
Additions to Plant and Equipment	(26,474		)	(1,932		)	(1,065		)	—		(29,471		)	(34,008		)	(4,680		)	(5,469		)	—			(44,157		)
Proceeds Received on Disposition of Plant and Equipment	57			33			19			—		109			90			156			72			—			318
Cash Investment in Subsidiary	8,107			—			(8,107		)	—		—			(6,880		)	—			—			6,880			—
Net Cash Used in Investing Activities	(18,310		)	(1,899		)	(9,153		)	—		(29,362		)
Cash Paid for Acquisition, Net of Cash Acquired															(59,855		)	—			—			—			(59,855		)
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt															(1,000		)	—			—			1,000			—
Other, Net															(250		)	—			—			—			(250		)
Net Cash Provided by (Used in) Investing Activities															(101,903		)	(4,524		)	(5,397		)	7,880			(103,944		)
Cash Flows from Financing Activities:
Repayments on Short-Term Debt	—			—			(300		)	—		(300		)
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt	(668		)	668			—			—		—
Debt Issuance Costs	(949		)	—			—			—		(949		)
Net Borrowings (Repayments) on Loans, Revolver, Notes Payable and Long-Term Debt															60,100			12,188			(11,188		)	(1,000		)	60,100
Treasury Stock Purchases	(30,066		)	—			—			—		(30,066		)	(39,560		)	—			—			—			(39,560		)
Stock Option Exercise Proceeds and Tax Benefits	4,361			—			—			—		4,361			3,921			—			—			—			3,921
Cash Dividends Paid	(11,387		)	—			—			—		(11,387		)	(11,374		)	—			—			—			(11,374		)
Cash Investment in Subsidiary															—			—			5,400			(5,400		)	—
Net Cash Provided by (Used in) Financing Activities	(38,709		)	668			(300		)	—		(38,341		)	13,087			12,188			(5,788		)	(6,400		)	13,087
Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents	—			—			529			—		529			—			—			(1,982		)	—			(1,982		)
Net Increase (Decrease) in Cash and Cash Equivalents	(105,070		)	694			23,169			—		(81,207		)	(132,980		)	(2,225		)	(9,769		)	—			(144,974		)
Cash and Cash Equivalents, Beginning	162,628			1,275			24,542			—		188,445			138,926			2,680			53,062			—			194,668
Cash and Cash Equivalents, Ending	$	57,558		$	1,969		$	47,711		$	—	$	107,238		$	5,946		$	455		$	43,293		$	—		$	49,694

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CONSOLIDATING STATEMENT OF CASH FLOWS

For the Nine Months Ended March ~~31, 2013~~30, 2014

(Unaudited)


	Briggs & Stratton Corporation			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated			Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net Cash Provided by (Used in) Operating Activities	$	(135,858	)	$	17,333		$	44,746		$	—	$	(73,779	)	$	(48,051	)	$	1,925		$	32,093		$	—	$	(14,033	)
Cash Flows from Investing Activities:
Additions to Plant and Equipment	(19,924		)	(4,861		)	(1,516		)	—		(26,301		)	(26,474		)	(1,932		)	(1,065		)	—		(29,471		)
Proceeds Received on Disposition of Plant and Equipment	44			5,664			997			—		6,705			57			33			19			—		109
Cash Investment in Subsidiary	(18,195		)	—			18,195			—		—			8,107			—			(8,107		)	—		—
Cash Paid for Acquisition, Net of Cash Acquired	—			—			(59,627		)	—		(59,627		)
Net Cash Provided by (Used in) Investing Activities	(38,075		)	803			(41,951		)	—		(79,223		)	(18,310		)	(1,899		)	(9,153		)	—		(29,362		)
Cash Flows from Financing Activities:
Repayments on Short-Term Debt	—			—			(900		)	—		(900		)	—			—			(300		)	—		(300		)
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt	57,954			(22,604		)	—			—		35,350			(668		)	668			—			—		—
Debt Issuance Costs															(949		)	—			—			—		(949		)
Treasury Stock Purchases	(23,057		)	—			—			—		(23,057		)	(30,066		)	—			—			—		(30,066		)
Stock Option Exercise Proceeds and Tax Benefits	19,613			—			—			—		19,613			4,361			—			—			—		4,361
Cash Dividends Paid	(11,499		)	—			—			—		(11,499		)	(11,387		)	—			—			—		(11,387		)
Net Cash Provided by (Used in) Financing Activities	43,011			(22,604		)	(900		)	—		19,507			(38,709		)	668			(300		)	—		(38,341		)
Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents	—			—			(12		)	—		(12		)	—			—			529			—		529
Net Increase (Decrease) in Cash and Cash Equivalents	(130,922		)	(4,468		)	1,883			—		(133,507		)	(105,070		)	694			23,169			—		(81,207		)
Cash and Cash Equivalents, Beginning	133,108			5,375			17,592			—		156,075			162,628			1,275			24,542			—		188,445
Cash and Cash Equivalents, Ending	$	2,186		$	907		$	19,475		$	—	$	22,568		$	57,558		$	1,969		$	47,711		$	—	$	107,238

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

RESULTS OF OPERATIONS

The following table is a reconciliation of financial results by segment, as reported, to adjusted financial results by segment, excluding restructuring actions and acquisition-related charges, for the three months ended fiscal March 2015 and 2014 (in thousands, except per share data):


	Three Months Ended Fiscal March																	Three Months Ended Fiscal March
	2014 Reported			Adjustments⁽¹⁾			2014 Adjusted⁽²⁾			2013 Reported			Adjustments⁽¹⁾		2013 Adjusted⁽²⁾			2015 Reported			Adjustments⁽¹⁾		2015 Adjusted ⁽²⁾			2014 Reported			Adjustments⁽¹⁾			2014 Adjusted⁽²⁾
NET SALES:
Engines	$	452,359		$	—		$	452,359		$	451,921		$	—	$	451,921		$	432,248		$	—	$	432,248		$	452,359		$	—		$	452,359
Products	205,160			—			205,160			231,532			—		231,532			211,135			—		211,135			205,160			—			205,160
Inter-Segment Eliminations	(29,116		)	—			(29,116		)	(46,194		)	—		(46,194		)	(24,368		)	—		(24,368		)	(29,116		)	—			(29,116		)
Total	$	628,403		$	—		$	628,403		$	637,259		$	—	$	637,259		$	619,015		$	—	$	619,015		$	628,403		$	—		$	628,403

GROSS PROFIT:
Engines	$	107,930		$	(774	)	$	107,156		$	100,981		$	5,409	$	106,390		$	98,885		$	—	$	98,885		$	107,930		$	(774	)	$	107,156
Products	22,365			—			22,365			26,546			1,236		27,782			19,908			7,088		26,996			22,365			—			22,365
Inter-Segment Eliminations	(45		)	—			(45		)	(739		)	—		(739		)	287			—		287			(45		)	—			(45		)
Total	$	130,250		$	(774	)	$	129,476		$	126,788		$	6,645	$	133,433		$	119,080		$	7,088	$	126,168		$	130,250		$	(774	)	$	129,476
INCOME (LOSS) FROM OPERATIONS:

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Engines																		$	45,345		$	—	$	45,345		$	47,585		$	—		$	47,585
Products																		27,369			110		27,259			27,278			—			27,278
Total																		$	72,714		$	110	$	72,604		$	74,863		$	—		$	74,863

RESTRUCTURING CHARGES:
Engines																		$	—		$	—	$	—		$	—		$	—		$	—
Products																		943			943		—			—			—			—
Total																		$	943		$	943	$	—		$	—		$	—		$	—

EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES
Engines																		$	1,388		$	—	$	1,388		$	1,726		$	—		$	1,726
Products																		276			—		276			—			—			—
Total																		$	1,664		$	—	$	1,664		$	1,726		$	—		$	1,726

SEGMENT INCOME (LOSS) (3):
Engines	$	60,345		$	(774	)	$	59,571		$	57,058		$	5,409	$	62,467		$	54,928		$	—	$	54,928		$	62,071		$	(774	)	$	61,297
Products	(4,913		)	—			(4,913		)	(199		)	1,236		1,037			(8,128		)	8,141		13			(4,913		)	—			(4,913		)
Inter-Segment Eliminations	(45		)	—			(45		)	(739		)	—		(739		)	287			—		287			(45		)	—			(45		)
Total	$	55,387		$	(774	)	$	54,613		$	56,120		$	6,645	$	62,765		$	47,087		$	8,141	$	55,228		$	57,113		$	(774	)	$	56,339
INTEREST EXPENSE	(4,720		)	—			(4,720		)	(4,717		)	—		(4,717		)
OTHER INCOME, Net	2,295			—			2,295			1,806			—		1,806
Income (Loss) Before Income Taxes	52,962			(774		)	52,188			53,209			6,645		59,854
PROVISION FOR INCOME TAXES	13,809			(271		)	13,538			14,693			1,276		15,969
Net income	$	39,153		$	(503	)	$	38,650		$	38,516		$	5,369	$	43,885

EARNINGS PER SHARE
Basic	$	0.82		$	(0.01	)	$	0.81		$	0.79		$	0.11	$	0.90
Diluted	0.82			(0.01		)	0.81			0.78			0.11		0.89

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES



	Three Months Ended Fiscal March
	2015 Reported			Adjustments⁽¹⁾		2015 Adjusted ⁽²⁾			2014 Reported			Adjustments⁽¹⁾			2014 Adjusted⁽²⁾
SEGMENT INCOME (LOSS) (3):	47,087			8,141		55,228			57,113			(774		)	56,339
Reconciliation from Segment Income (Loss) to Income Before Income Taxes:
Equity in Earnings of Unconsolidated Affiliates	1,664			—		1,664			1,726			—			1,726
Income from Operations	$	45,423		$	8,141	$	53,564		$	55,387		$	(774	)	$	54,613

INTEREST EXPENSE	(5,233		)	—		(5,233		)	(4,720		)	—			(4,720		)
OTHER INCOME, Net	2,323			—		2,323			2,295			—			2,295
Income Before Income Taxes	42,513			8,141		50,654			52,962			(774		)	52,188
PROVISION FOR INCOME TAXES	8,592			2,849		11,441			13,809			(271		)	13,538
Net Income	$	33,921		$	5,292	$	39,213		$	39,153		$	(503	)	$	38,650

EARNINGS PER SHARE
Basic	$	0.75		$	0.11	$	0.86		$	0.82		$	(0.01	)	$	0.81
Diluted	0.75			0.11		0.86			0.82			(0.01		)	0.81

(1) For the third quarter of fiscal 2015, includes restructuring charges of $8,031 net of $2,811 of taxes and acquisition-related charges of $110 net of $38 of taxes. For the third quarter of fiscal 2014, includes restructuring income of $774 net of $271 ~~of taxes. For the third quarter of fiscal 2013, includes restructuring charges of $6,645 net of $1,276~~ of taxes.

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

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

NET SALES

Consolidated net sales for the third quarter of fiscal ~~2014~~2015 were ~~$628.4~~$619.0 million, a decrease of ~~$8.9~~$9.4 million or ~~1.4%~~1.5% from the third quarter of fiscal ~~2013,~~2014. Engines shipped to third party OEM customers increased slightly in the quarter; however, shipments to its Products Segment were down in the quarter due to ~~lower~~higher shipments earlier in the year to enable production in advance of the McDonough plant closure. The strengthening of the US dollar, predominantly against the Australian dollar, Brazilian real and Euro, led to an unfavorable foreign exchange impact on sales of ~~generators~~$6.7 million. In addition, net sales were unfavorably impacted by reduced generator sales and ~~the~~unfavorable mix of engines ~~that power them. The quarterly impact of lower replenishment following fewer weather related events creating demand for generators and the related engines was an estimated~~shipped. Net sales ~~decrease of $25 million. This decrease was partially offset~~benefited by higher sales in international markets, particularly Australia and Europe, and the results of the Allmand acquisition, which closed in August of this fiscal year.

Engine Segment net sales were $432.2 million in the third quarter of fiscal 2015, a decrease of $20.1 million or 4.5% from the prior year. Total engine volumes shipped in the quarter decreased by 1.6% or approximately 50,000 engines. Engines shipped to third party OEM customers increased slightly in the quarter; however, shipments to its Products Segment were down in the quarter due to higher shipments earlier in the year to enable production in advance of the McDonough plant closure. Net sales also decreased due to an unfavorable sales mix of engines ~~used~~sold. Despite an unfavorable foreign exchange impact of $4.3 million, largely due to the weakening of the Euro, sales into the European market increased on ~~U.S.~~improved placement of its engines and an anticipated improved lawn and garden season.

Products Segment net sales were $211.1 million in the third quarter of fiscal 2015, which was an increase of $6.0 million or 2.9% from the prior year. This increase was due to higher sales in international markets, increased commercial lawn and garden equipment sales in the North American market and the results of the Allmand acquisition. Grass growing conditions in the Australian market improved in fiscal 2015, which led to increased ~~snow thrower sales due to higher snowfall amounts in North America this winter.~~net sales. Partially offsetting the increase was an unfavorable foreign exchange impact of $2.4 million, primarily related

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Engines Segment fiscal 2014 third quarter net sales were $452.4 million, which was $0.4 million or 0.1% higher than the third quarter of fiscal 2013. Total engine volumes shipped in the quarter were also approximately the same between years at 3.2 million units. Net sales increased on higher sales of engines used on lawn and garden equipment for the North American market, partially offset by lower sales of engines used in generators and for products in Latin America and Australia.

Products Segment fiscal 2014 third quarter net sales were $205.2 million, a decrease of $26.4 million or 11.4% from the third quarter of fiscal 2013. This decrease was due to lower sales of generators as a result of fewer weather related events during fiscal 2014, decreased sales of lawn and garden equipment due to exiting sales of lawn and garden equipment to mass retailers and a delay in the selling season, and unfavorable foreign exchange due to the ~~devaluation~~weakening of the Australian ~~Dollar~~dollar and Brazilian ~~Real. Partially offsetting these decreases were higher net~~real. In addition, generator sales ~~of snow throwers and related service parts~~decreased due to ~~higher snowfall amounts in North America this winter.~~fewer major power outages.

GROSS PROFIT

The consolidated gross profit percentage was ~~20.7%~~19.2% in the third quarter of fiscal ~~2014, an increase~~2015, a decrease from ~~19.9%~~20.7% in the same period last year.

The Engines Segment gross profit percentage, including restructuring and acquisition related charges, was 22.9% in the third quarter of fiscal 2015, lower than the 23.9% in the third quarter of fiscal 2014. The Engines Segment gross profit percentage was ~~23.9%~~22.9% in ~~the~~ ~~third~~ ~~quarter of fiscal 2014, higher than the~~ ~~22.3%~~ ~~in the~~ ~~third~~ ~~quarter of fiscal 2013. The Engines Segment adjusted gross profit percentage for the third quarter of 2014 was 23.7%, which was slightly higher compared to~~ the third quarter of fiscal ~~2013. The increase was primarily due to 4% higher production~~2015, a decrease of 80 basis points from the prior year adjusted gross profit percentage. Manufacturing throughput decreased by 6% during the ~~third~~ quarter, which ~~improved~~reduced adjusted gross profit ~~percentage~~margins by ~~0.3%,~~approximately 140 basis points. The decrease was largely timing related as ~~well as~~we accelerated production to earlier quarters in fiscal 2015 in order to accommodate the footprint restructuring of its Products Segment and to build engine inventories in advance of beginning production of the EXi engine platform in the second quarter of fiscal 2015. In addition, unfavorable foreign exchange, primarily related to the Euro, reduced adjusted gross profit margins by 70 basis points. Partially offsetting the lower adjusted gross profit margins were the previously announced retirement plan changes, which improved ~~product sales mix of larger engines.~~fiscal 2015 adjusted gross profit margins by $3.2 million, or 70 basis points. Manufacturing efficiency improvements in fiscal 2015 also helped offset the decrease in adjusted gross profit margins.

The Products Segment gross profit percentage, including restructuring and acquisition related charges, was ~~10.9%~~ ~~for the~~ ~~third~~ ~~quarter of fiscal 2014, down from~~ ~~11.5%~~ ~~in the~~ ~~third~~ ~~quarter of fiscal 2013. The Products Segment adjusted gross profit percentage for the third quarter of 2014 was 10.9%, which was 1.1% lower than the adjusted gross profit percentage~~9.4% for the third quarter of fiscal ~~2013.~~2015, down from 10.9% in the third quarter of fiscal 2014. The ~~decrease was~~adjusted gross profit percentage of 12.8% increased by 190 basis points year over year. Manufacturing throughput for the first three quarters of fiscal 2015 increased by over 20%. This favorable absorption of fixed costs led to an improvement of approximately 190 basis points in the third quarter. In addition, favorable sales mix improved adjusted gross margins due to a focus on selling higher margin lawn and garden equipment and the benefit of the Allmand acquisition. Partially offsetting the increase in adjusted gross profit margins was an unfavorable foreign exchange impact ~~on gross profit percentage~~ of approximately 1.3% and a 6.5% reduction in manufacturing throughput that led to an unfavorable absorption impact on gross profit percentage of approximately 0.7%. Partially offsetting this reduction were increases to gross profit percentage of 0.5%80 basis points primarily due to ~~improved manufacturing efficiencies, including incremental restructuring savings~~the weakening of the Australian dollar and ~~improved product sales mix through the U.S. dealer channel.~~Brazilian real.

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Engineering, selling, general and administrative expenses were ~~$74.9~~$72.7 million in the third quarter of fiscal ~~2014,~~ ~~an increase~~2015, a decrease of ~~$4.2~~$2.1 million or ~~5.9%~~2.9% from the third quarter of fiscal ~~2013.~~2014.

The Engines Segment engineering, selling, general and administrative expenses were ~~$47.6~~$45.3 million in the third quarter of fiscal ~~2014, an increase~~2015, a decrease of ~~$3.7~~$2.2 million from the third quarter of fiscal ~~2013.~~2014. The ~~increase~~decrease was primarily due to ~~increased~~the retirement plan changes. Higher compensation expense ~~and higher sales and marketing expense~~ in ~~our international regions.~~fiscal 2015 was offset by the benefit of the movement in foreign exchange rates.

The Products Segment fiscal ~~2014~~2015 third quarter engineering, selling, general and administrative expenses were ~~$27.3~~$27.4 million, an increase of ~~$0.6~~$0.1 million from the third quarter of fiscal ~~2013. The increase was mainly~~2014. Higher spend due to the Allmand acquisition and increased compensation expense ~~and higher advertising~~was offset by $2.3 million in savings related to ~~new product launches.~~

the restructuring actions announced in July 2014.

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The following table is a reconciliation of financial results by segment, as reported, to adjusted financial results by segment, excluding restructuring actions and acquisition-related charges, for the nine months ended fiscal March 2015 and 2014 (in thousands, except per share data):


	Nine Months Ended Fiscal March																Nine Months Ended Fiscal March
	2014 Reported			Adjustments⁽¹⁾		2014 Adjusted⁽²⁾			2013 Reported			Adjustments⁽¹⁾		2013 Adjusted⁽²⁾			2015 Reported			Adjustments⁽¹⁾		2015 Adjusted ⁽²⁾			2014 Reported			Adjustments⁽¹⁾		2014 Adjusted⁽²⁾
NET SALES:
Engines	$	901,858		$	—	$	901,858		$	890,631		$	—	$	890,631		$	857,067		$	—	$	857,067		$	901,858		$	—	$	901,858
Products	529,724			—		529,724			602,323			—		602,323			576,313			—		576,313			529,724			—		529,724
Inter-Segment Eliminations	(69,283		)	—		(69,283		)	(107,609		)	—		(107,609		)	(77,449		)	—		(77,449		)	(69,283		)	—		(69,283		)
Total	$	1,362,299		$	—	$	1,362,299		$	1,385,345		$	—	$	1,385,345		$	1,355,931		$	—	$	1,355,931		$	1,362,299		$	—	$	1,362,299

GROSS PROFIT:
Engines	$	187,423		$	2,622	$	190,045		$	181,980		$	7,346	$	189,326		$	189,580		$	—	$	189,580		$	187,423		$	2,622	$	190,045
Products	62,149			2,082		64,231			63,798			7,624		71,422			64,505			21,952		86,457			62,149			2,082		64,231
Inter-Segment Eliminations	1,875			—		1,875			1,793			—		1,793			183			—		183			1,875			—		1,875
Total	$	251,447		$	4,704	$	256,151		$	247,571		$	14,970	$	262,541		$	254,268		$	21,952	$	276,220		$	251,447		$	4,704	$	256,151
INCOME (LOSS) FROM OPERATIONS:

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Engines																	$	133,612		$	—	$	133,612		$	136,470		$	—	$	136,470
Products																	83,155			469		82,686			78,932			—		78,932
Total																	$	216,767		$	469	$	216,298		$	215,402		$	—	$	215,402

RESTRUCTURING CHARGES:
Engines																	$	—		$	—	$	—		$	425		$	425	$	—
Products																	2,481			2,481		—			—			—		—
Total																	$	2,481		$	2,481	$	—		$	425		$	425	$	—

EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES
Engines																	$	3,999		$	—	$	3,999		$	4,277		$	—	$	4,277
Products																	1,006			—		1,006			—			—		—
Total																	$	5,005		$	—	$	5,005		$	4,277		$	—	$	4,277

SEGMENT INCOME (LOSS) (3):
Engines	$	50,528		$	3,047	$	53,575		$	48,574		$	10,781	$	59,355		$	59,967		$	—	$	59,967		$	54,805		$	3,047	$	57,852
Products	(16,783		)	2,082		(14,701		)	(11,787		)	7,624		(4,163		)	(20,125		)	24,902		4,777			(16,783		)	2,082		(14,701		)
Inter-Segment Eliminations	1,875			—		1,875			1,793			—		1,793			183			—		183			1,875			—		1,875
Total	$	35,620		$	5,129	$	40,749		$	38,580		$	18,405	$	56,985		$	40,025		$	24,902	$	64,927		$	39,897		$	5,129	$	45,026
INTEREST EXPENSE	(13,823		)	—		(13,823		)	(13,802		)	—		(13,802		)
OTHER INCOME, Net	6,138			—		6,138			4,660			—		4,660
Income Before Income Taxes	27,935			5,129		33,064			29,438			18,405		47,843
PROVISION FOR INCOME TAXES	7,429			1,186		8,615			8,084			5,392		13,476
Net income	$	20,506		$	3,943	$	24,449		$	21,354		$	13,013	$	34,367

EARNINGS PER SHARE
Basic	$	0.43		$	0.08	$	0.51		$	0.44		$	0.28	$	0.72
Diluted	0.43			0.08		0.51			0.44			0.27		0.71

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	Nine Months Ended Fiscal March
	2015 Reported			Adjustments⁽¹⁾		2015 Adjusted ⁽²⁾			2014 Reported			Adjustments⁽¹⁾		2014 Adjusted⁽²⁾
SEGMENT INCOME (LOSS) (3):	40,025			24,902		64,927			39,897			5,129		45,026
Reconciliation from Segment Income (Loss) to Income Before Income Taxes:
Equity in Earnings of Unconsolidated Affiliates	5,005			—		5,005			4,277			—		4,277
Income from Operations	$	35,020		$	24,902	$	59,922		$	35,620		$	5,129	$	40,749

INTEREST EXPENSE	(14,641		)	—		(14,641		)	(13,823		)	—		(13,823		)
OTHER INCOME, Net	6,749			—		6,749			6,138			—		6,138
Income Before Income Taxes	27,128			24,902		52,030			27,935			5,129		33,064
PROVISION FOR INCOME TAXES	1,542			8,716		10,258			7,429			1,186		8,615
Net Income	$	25,586		$	16,186	$	41,772		$	20,506		$	3,943	$	24,449

EARNINGS PER SHARE
Basic	$	0.56		$	0.35	$	0.91		$	0.43		$	0.08	$	0.51
Diluted	0.56			0.35		0.91			0.43			0.08		0.51

(1) For the first nine months of fiscal 2015, includes restructuring charges of $23,261 net of $8,141 of taxes and acquisition-related charges of $1,641 net of $575 of taxes. For the first nine months of fiscal 2014, includes restructuring charges of $5,129 net of $1,186 ~~of taxes. For the first nine months of fiscal 2013, includes restructuring charges of $18,405 net of $5,392~~ of taxes.

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

NET SALES

~~For the first nine months of fiscal 2014, consolidated net sales were $1.36 billion, a decrease of $23.0 million or 1.7% when compared to the same period a year ago.~~

~~Engines Segment~~Consolidated net sales for the first nine months of fiscal ~~2014~~2015 were ~~$901.9 million, which was $11.2~~$1.36 billion, a decrease of $6.4 million or 1.3% higher than the same period a year ago. The increase was primarily due to higher North American sales of engines used on lawn and garden equipment and related service parts due to strong demand stemming0.5% from late season growing conditions as well as the anticipated increased retail demand for the upcoming lawn and garden season. The increase was partially offset by lower sales of engines used in generators due to the lack of storm activity during the first nine months of fiscal 2014. The decrease is due to reduced shipment volumes of engines to OEM customers in North America, lower generator sales, and an unfavorable foreign exchange impact of approximately $14.0 million, predominantly due to the weakening of the Euro, Australian dollar, and Brazilian real compared with the US dollar. The decrease in net sales was partially offset by higher sales in Europe and Australia, higher sales of commercial lawn and garden equipment and pressure washers in North America, and the results of the Allmand acquisition.

Engines Segment net sales of $857.1 million in the first nine months of fiscal 2015 decreased $44.8 million or 5.0% from the prior year. Total engine volumes shipped in the first nine months of fiscal 2015 decreased by 4.8% or approximately 290,000 engines compared to the same period last year. The decrease in unit shipments was due to reduced shipments of small engines used on walk mowers in North America resulting from slightly elevated channel inventories following this past lawn and garden season. Net sales were also lower due to an unfavorable foreign exchange impact of $6.5 million, largely due to the weakening of the Euro and Australian dollar compared with the US dollar. Partially offsetting the decrease in net sales ~~impact~~was an improved sales mix of large engines used on lawn and garden equipment for the North American and European markets.

Products Segment net sales of $576.3 million in the first nine months of fiscal 2015 increased by $46.6 million or 8.8% from the prior year. This increase was due to ~~fewer storms~~the results of the Allmand acquisition, higher sales in international markets, and higher sales of pressure washers and commercial lawn and garden equipment in North America. Grass growing conditions in the Australian market improved in fiscal 2015, which led to increased net sales. Partially offsetting the increase was ~~approximately $90 million. Hurricanes Isaac~~an unfavorable foreign exchange impact of $7.6 million, primarily related to the weakening of the Australian dollar and ~~Sandy occurred during fiscal 2013.~~

Brazilian real compared with the US dollar. In addition, generators sales decreased due to adequate channel inventories and no major storm activity.

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Products Segment net sales for the first nine months of fiscal 2014 were $529.7 million, a decrease of $72.6 million or 12.1% from the same period a year ago. The decrease in net sales was due to lower sales of standby and portable generators due to no landed hurricanes during fiscal 2014 and unfavorable foreign exchange predominantly due to the Australian Dollar and the Brazilian Real. This decrease was partially offset by higher net sales from the Branco acquisition.

GROSS PROFIT

The consolidated gross profit percentage was ~~18.5% for~~18.8% in the first nine months of fiscal ~~2014,~~2015, an increase from ~~17.9%~~18.5% in the same period last year.

The Engines Segment gross profit percentage, including restructuring and acquisition related charges, was ~~20.8% for~~22.1% in the first nine months of fiscal ~~2014, up from 20.4% for~~2015, higher than the 20.8% in the first nine months of fiscal ~~2013.~~2014. The Engines Segment adjusted gross profit percentage for the first nine months of ~~2014~~2015 was ~~21.1%~~22.1%, ~~which was 0.2% lower compared to~~an increase of 100 basis points from the adjusted gross profit percentage of 21.1% earned in the first nine months of fiscal ~~2013. The decrease was primarily~~2014. Engines Segment adjusted gross profit margins improved due to a 6% reduction in manufacturing throughput; however, production mix was favorable as proportionately more large engines were built. The decrease in gross profit percentage was partially offset by a favorablean improved product sales mix of ~~higher margin~~ large engines and lower retirement plan expense. Favorable sales mix of large engines improved adjusted gross profit margins by 50 basis points. The previously announced retirement plan changes, which were implemented in January of calendar 2014, improved fiscal 2015 adjusted gross profit margins by $8.0 million or 90 basis points. Partially offsetting the ~~margin contributed~~improved gross profit margins was the impact of unfavorable foreign exchange, primarily related to the Euro, which reduced adjusted gross profit margins by ~~Branco.~~$4.3 million or 30 basis points.

The Products Segment gross profit percentage, including restructuring and acquisition related charges, was ~~11.7%~~11.2% for the first nine months of fiscal ~~2014, up~~2015, down from ~~10.6% for~~11.7% in the first nine months of fiscal ~~2013.~~2014. The Products Segment adjusted gross profit percentage for the first nine months of ~~2014~~2015 was ~~12.1%~~15.0%, ~~which was 0.2% higher compared to~~an improvement of 290 basis points from the 12.1% earned in the first nine months of fiscal ~~2013. The increase was primarily related to a 0.7% benefit from improved manufacturing efficiencies and incremental footprint restructuring savings of $1.3 million. The~~2014. Products Segment adjusted gross profit ~~percentage also benefited from~~margins increased due to improved sales mix and higher manufacturing throughput. Favorable sales mix improved adjusted gross margins by 290 basis points due to a focus on selling higher margin lawn and garden equipment and the ~~additional margin from Branco. Partially offsetting~~benefit of the Allmand acquisition. In addition, manufacturing throughput increased year over year by 22%, benefiting adjusted gross margins by approximately 150 basis points. Throughput is increased due to higher production of pressure washers and riding mowers to facilitate the previously announced upcoming closure of the McDonough plant. Offsetting the increase in adjusted gross profit margins was ~~a 0.5%~~an unfavorable foreign exchange impact of approximately $7.2 million or 110 basis points primarily due to the devaluation of the Australian dollar and Brazilian Real, and an unfavorable impact ~~from foreign exchange.~~of 40 basis points due to slightly higher material costs.

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

Engineering, selling, general and administrative expenses were ~~$215.4~~$216.8 million ~~for~~in the first nine months of fiscal ~~2014,~~2015, an increase of ~~$9.8~~$1.4 million or ~~4.8%~~0.6% from the first nine months of fiscal ~~2013.~~2014.

The Engines Segment engineering, selling, general and administrative expenses were $136.5 million in the first nine months of fiscal ~~2014, an increase~~2015, a decrease of ~~$6.5 million.~~$2.9 million from the first nine months of fiscal 2014. The ~~increase~~decrease was primarily due to ~~increased~~the previously announced retirement plan changes, which reduced engineering, selling, general and administrative expenses by $6.0 million. Higher compensation ~~costs, higher advertising costs to support new product launches, and the added expenses related to Branco,~~expense in fiscal 2015 was partially offset by ~~lower retirement plan expenses~~the benefit of ~~$2.6 million.~~the changes in foreign exchange rates.

The Products Segment engineering, selling, general and administrative expenses ~~were $78.9 million in~~for the first nine months of fiscal ~~2014,~~2015 were $83.2 million, an increase of ~~$3.3~~$4.2 million from the first nine months of fiscal ~~2013.~~2014. The Products Segment adjusted engineering, selling, general and administrative expenses for the first nine months of fiscal 2015 were $82.7 million, an increase of $3.8 million from the first nine months of fiscal 2014. The increase was mainly ~~attributable~~due to ~~additional expenses from Branco,~~$5.5 million related to the Allmand acquisition and increased compensation expense, ~~and higher advertising costs related to new product launches,~~ partially offset by ~~favorable foreign exchange.~~$5.1 million in savings related to the restructuring actions announced in July 2014.

ACQUISITION

On August 29, 2014, the Company completed the acquisition of Allmand Bros., Inc. for approximately $60 million in cash, net of cash acquired. Allmand is a leading designer and manufacturer of high quality towable light towers, industrial heaters, and solar LED arrow boards. Allmand, which is included within its Products Segment, has historical annual net sales of approximately $80 million.

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INTEREST EXPENSE

Interest expense for the third quarter and first nine months of fiscal ~~2014~~2015 was ~~comparable~~higher by $0.5 million and $0.8 million, respectively, compared to the same periods a year ~~ago.~~ago due to higher average borrowings primarily during the third quarter of fiscal 2015.

PROVISION FOR INCOME TAXES

The effective tax ~~rate~~rates for the third quarter and first nine months of fiscal ~~2014 was 26.1%~~2015 were 20.2% and 5.7%, compared to ~~27.6%~~26.1% and 26.6% for the same respective ~~period of fiscal 2013.~~periods last year. The tax ~~rate~~rates for the third quarter and first nine months of fiscal ~~2014 included~~2015 were lower than the statutory rates due to the impact of incremental federal research & development (R&D) tax credits related to prior years, offset by reserves for unrecognized tax positions for a ~~taxpayer election which provided the Company a $2.9 million~~net tax benefit ~~that was previously unavailable as well as a benefit~~ of $0.7 million from income related to foreign operations subject to different statutory tax rates. The tax rate for the third quarter of fiscal 2013 included benefits for the reenactment of the U.S. federal research and development and other credits in the amount of $1.0 million, foreign tax credits in the amount of $0.5$4.7 million and ~~$1.7~~$5.0 million, ~~from income related to foreign operations subject to different statutory rates.~~ ~~The effective~~respectively. In addition, the tax rate for the first nine months of fiscal ~~2014~~2015 was ~~26.6%, compared to~~ ~~27.5%~~ ~~for~~impacted by the ~~same respective period~~reversal of ~~fiscal 2013.~~

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~~RESTRUCTURING ACTIONS~~

~~In fiscal 2012, the Company announced plans to reduce manufacturing capacity through closure of its Newbern, Tennessee and Ostrava, Czech Republic plants,~~previously recorded reserves as well as the consolidation of its plants in Poplar Bluff, Missouri and Auburn, Alabama. During fiscal 2012, the Company ceased manufacturing operations at its Newbern, Tennessee and Ostrava, Czech Republic plants, and carried out the consolidationa result of the Poplar Bluff, Missouri plant. Production of horizontal shaft engines was concluded at the Auburn, Alabama plant during the second quarter of fiscal 2014. The Company also announced in fiscal 2012 the reduction of approximately ~~10%~~effective settlement of the Company's salaried headcount. In fiscal 2012 and fiscal 2013, the Company implemented the salaried headcount reductions. Additionally, beginning in fiscal 2013, the Company exited the placement of lawn and garden products at national mass retailers.Company’s IRS audit. The ~~Engines Segment continues to support lawn and garden equipment OEMs who provide lawn and garden equipment to these retailers.~~

~~The previously announced restructuring actions are nearing their conclusion as planned. The restructuring actions~~tax rates for the third quarter ~~resulted in pre-tax income of $0.8 million related to the reduction of an estimated reserve related to plant closure costs. Net pre-tax restructuring costs for~~and the first nine months of fiscal 2014 ~~were $5.1 million;~~included a taxpayer election filed pursuant to the ~~cost estimates~~outcome of a U.S. court case that provided the Company precedent to record a tax benefit of $2.9 million for the permanent exclusion of qualified export activity from prior years’ taxable income.

RESTRUCTURING ACTIONS

During the third quarter of fiscal ~~2014 remain unchanged~~2015, the Company continued progress on implementing the previously announced restructuring actions to narrow its assortment of lower-priced Snapper consumer lawn and garden equipment and consolidate its Products Segment manufacturing facilities in order to reduce costs. The Company began production of pressure washers at ~~$6 million to $8 million. Incremental pre-tax~~its Milwaukee plant during the third quarter and ceased production at the McDonough, Georgia plant shortly after the end of the third quarter. Pre-tax restructuring ~~savings~~costs for the third quarter and first nine months of fiscal ~~2014~~2015 were ~~$1.8 million; the incremental~~$8.0 million and $23.3 million, respectively, and pre-tax savings ~~estimate~~were $2.3 million and $5.1 million, respectively. Pre-tax restructuring cost estimates for fiscal ~~2014 also remains~~2015 remain unchanged at $2$30 million to $4$37 million. Total annual cost savings as a result of these actions are anticipated to be approximately $15 million to $20 million with approximately $5 million to $7 million expected to be realized in fiscal 2015 and the remainder realized in fiscal 2016.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows used in operating activities for the first nine months of fiscal ~~2014~~2015 were ~~$14.0~~$52.1 million compared to ~~$73.8 million~~ ~~in the first~~ ~~nine~~ months of fiscal 2013. The improvement in operating cash flows was primarily related to changes in working capital needs in fiscal 2014 associated with improvements in managing outstanding accounts receivable and reducing required inventory levels. In addition, no contributions to the pension plan were made in fiscal 2014 compared to $29.4$14.0 million in the first nine months of fiscal ~~2013.~~2014. The increase in operating cash flows used was primarily related to higher inventory levels to facilitate the upcoming closure of the McDonough plant and the introduction of a new engine line in fiscal 2015 as well as lower accounts payable.

Cash flows used in investing activities were ~~$29.4~~$103.9 million and ~~$79.2~~$29.4 million during the first nine months of fiscal ~~2014~~2015 and fiscal ~~2013,~~2014, respectively. The ~~$49.8~~$74.5 million ~~decrease~~increase in cash used in investing activities was primarily related to ~~$59.6~~$59.9 million of cash paid for the ~~Branco~~Allmand acquisition ~~during the second quarter of fiscal 2013. The decrease was partially offset by $6.6~~and a $14.7 million ~~of lower proceeds received on dispositions of~~increase in additions to plant and equipment during the first nine months of fiscal ~~2014~~2015 compared to ~~fiscal 2013 when~~ the ~~Company sold the dormant manufacturing facility in Jefferson, Wisconsin and a land parcel adjacent to the Ostrava, Czech Republic plant.~~same period last year.

Cash flows ~~used in~~provided by financing activities were ~~$38.3~~$13.1 million during the first nine months of fiscal ~~2014~~2015 as compared to ~~$19.5~~$38.3 million of cash flows ~~provided by~~used in financing activities during the first nine months of fiscal ~~2013.~~2014. The ~~$57.8~~$51.4 million increase in cash ~~used in~~provided by financing activities was primarily attributable to ~~$15.2~~$60.1 million of ~~lower stock option exercise proceeds~~borrowings on the Revolver in fiscal 2015 compared to no such borrowings in fiscal 2014, ~~compared to fiscal 2013, $35.4~~partially offset by a $9.5 million ~~of lower net borrowings on the revolver~~increase in ~~fiscal 2014 compared to the same period a year ago, and $7 million of higher~~ treasury stock purchases in fiscal ~~2014~~2015 compared to fiscal ~~2013.~~2014.

FUTURE LIQUIDITY AND CAPITAL RESOURCES

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

~~On October 13, 2011, the Company entered into a~~ ~~$500 million~~ ~~multicurrency credit agreement (the “Revolver”).~~ On October 21, 2013, the Company entered into an amendment to ~~the Revolver,~~its $500 million multicurrency credit agreement (the “Revolver”), which, among other things, extended the maturity of the Revolver ~~from October 13, 2016~~ to October 21, ~~2018~~.2018. The initial maximum availability under the revolving credit facility is ~~$500 million~~.$500 million. Availability under the revolving credit facility is reduced by outstanding letters of credit. The Company may from time to time increase the maximum availability ~~under the revolving credit facility~~

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under the revolving credit facility by up to ~~$250~~$250 million if certain conditions are satisfied. As of March ~~30, 2014, there were no borrowings~~29, 2015, $60.1 million was outstanding under the Revolver.

On ~~August 8, 2012~~January 22, 2014 the Board of Directors of the Company authorized up to $50 million in funds associated with the common share repurchase ~~program with an expiration date of June 30, 2014.~~program. On ~~January 22,~~August 13, 2014, the Board of Directors ~~of the Company~~ authorized up to an additional ~~$50~~$50 million in funds for use in the Company’s common share repurchase ~~program with an extension of the expiration date to June 30, 2016.~~program. As of March ~~30, 2014,~~29, 2015, the total remaining authorization was approximately ~~$50.3 million.~~$47.7 million with an expiration date of June 30, 2016. The common share repurchase program authorizes the purchase of shares of the Company's common stock on the open market or in private transactions from time to time, depending on market conditions and certain governing loan covenants. During the nine months ended March ~~30, 2014~~,29, 2015, the Company repurchased ~~1,479,626~~2,039,399 shares on the open market at an average price of ~~$20.32~~$19.40 per share.

The Company expects capital expenditures to be approximately ~~$45~~$60 million to ~~$50~~$65 million in fiscal ~~2014.~~2015. These anticipated expenditures reflect ~~our~~its plans to continue to reinvest in efficient equipment and innovative new products.

During the first nine months of fiscal ~~2014,~~2015, the Company made no cash contributions to the qualified pension plan. Based upon current regulations and actuarial studies, the Company estimates that it will not be required to makeno ~~required~~ minimum contributions to the qualified pension plan during the remainder of fiscal ~~2014 or~~2015. In addition, the Company expects it will not be required to make minimum contributions to the qualified pension plan in fiscal ~~2015.~~2016 through fiscal 2019. The Company may be required to make further contributions in future years depending upon the actual return on plan assets and the funded status of the plan in future periods.

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

The Revolver and the Senior Notes contain restrictive covenants. These covenants include restrictions on the Company’s ability to: pay dividends; repurchase shares; incur indebtedness; create liens; enter into sale and leaseback transactions; consolidate or merge with other entities; sell or lease all or substantially all of its assets; and dispose of assets or use proceeds from sales of its assets. The Revolver contains financial covenants that require the Company to maintain a minimum interest coverage ratio and impose a maximum leverage ratio. As of March ~~30, 2014~~,29, 2015, the Company was in compliance with these covenants, and expects to be in compliance with all covenants during the remainder of fiscal ~~2014.~~2015.

OFF-BALANCE SHEET ARRANGEMENTS

There have been no material changes since the August ~~27, 2013~~26, 2014 filing of the Company’s Annual Report on Form 10-K.

CONTRACTUAL OBLIGATIONS

There have been no material changes since the August ~~27, 2013~~26, 2014 filing of the Company’s Annual Report on Form 10-K, except that ~~subsequent~~the Company expects it will be required to make no minimum contributions to the filing of the Company's Annual Report on Form 10-K, on October 21, 2013, the Company entered into an amendment to the Revolver, which, among other things, extended the maturity of the Revolver from October 13,qualified pension plan in fiscal 2016 ~~to October 21, 2018.~~through fiscal 2019.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in the Company’s critical accounting policies since the August ~~27, 2013~~26, 2014 filing of its Annual Report on Form 10-K. As discussed in ~~our~~its annual report, the preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.

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The most significant accounting estimates inherent in the preparation of ~~our~~its 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,

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product liability, group health insurance, litigation and taxation. Various assumptions and other factors underlie the determination of these significant estimates. The process of determining significant estimates is fact specific and takes into account factors such as historical experience, current and expected economic conditions, product mix, and, in some instances, actuarial techniques. The Company re-evaluates these significant factors as facts and circumstances change.

NEW ACCOUNTING PRONOUNCEMENTS

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

~~OTHER MATTERS~~

The Labor Agreement with United Steelworkers Local 2-232 expired on July 31, 2013. The agreement covered 395 hourly employees in our Wauwatosa and Menomonee Falls, Wisconsin facilities. Membership of the union ratified a new Labor Agreement on October 30, 2013. The new Agreement took effect on October 30, 2013 and expires on July 31, 2017.

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 “believe”, “estimate”, “expect”, “forecast”, “intend”, “plan”, “project”, and similar expressions are intended to identify forward-looking statements. The forward-looking statements are based on the Company’s current views and assumptions and involve risks and uncertainties that include, among other things, the ability to successfully forecast demand for ~~our~~its products; changes in interest rates and foreign exchange rates; the effects of weather on the purchasing patterns of consumers and original equipment manufacturers (OEMs); actions of engine manufacturers and OEMs with whom we compete; changes in laws and regulations; changes in customer and OEM demand; changes in prices of raw materials and parts that we purchase; changes in domestic and foreign economic conditions; the ability to bring new productive capacity on line efficiently and with good quality; outcomes of legal proceedings and claims; and other factors disclosed from time to time in ~~our~~its SEC filings or otherwise, including the factors discussed in Item 1A, Risk Factors, of the Company’s Annual Report on Form 10-K and in its periodic reports on Form 10-Q. We are not undertaking any obligation to update any forward-looking statements or other statements we may make even though these statements may be affected by events or circumstances occurring after the forward-looking statements or other statements were made.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes since the August ~~27, 2013~~26, 2014 filing of the Company’s Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

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

INTERNAL CONTROL OVER FINANCIAL REPORTING

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

There have been no material changes since the August ~~27, 2013~~26, 2014 filing of the Company’s Annual Report on Form 10-K.

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

The table below sets forth the information with respect to purchases made by or on behalf of the Company of its common stock during the quarterly period ended March ~~30, 2014~~29, 2015.

2014 Fiscal Month Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of a Publicly Announced Program (1) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
December 30, 2013 to January 26, 2014 105,838
$ 21.58
105,838
$ 56,981,409
January 27, 2014 to February 23, 2014 150,641
21.20
150,641
53,787,820
February 24, 2014 to March 30, 2014 156,700
22.35
156,700
50,285,575
Total Third Quarter 413,179
$ 21.73
413,179
$ 50,285,575



2015 Fiscal Month	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
December 29, 2014 to January 25, 2015	215,982	$	19.55	215,982	$	55,470,492
January 26, 2015 to February 22, 2015	210,000	19.14		210,000	51,451,092
February 23, 2015 to March 29, 2015	184,829	20.06		184,829	47,743,422
Total Third Quarter	610,811	$	19.56	610,811	$	47,743,422

(1)

On ~~August 8, 2012~~January 22, 2014, the Board of Directors of the Company authorized up to $50 million in funds associated with the common share repurchase ~~program with an expiration date of June 30, 2014.~~program. On ~~January 22,~~August 13, 2014, the Board of Directors ~~of the Company~~ authorized up to an additional $50 million in funds for use in the Company’s common share repurchase program with an ~~extension of the~~ expiration date toof June 30, 2016.

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ITEM 6. EXHIBITS



Exhibit Number		Description

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

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

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


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

101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March ~~30, 2014~~29, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Condensed Consolidated Statements of Cash Flows, and (v) related Notes to Condensed Consolidated Financial Statements

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		BRIGGS & STRATTON CORPORATION
		(Registrant)

Date:	May ~~6, 2014~~5, 2015	/s/ David J. Rodgers
		David J. Rodgers
		Senior Vice President and Chief Financial Officer and Duly Authorized Officer

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EXHIBIT INDEX



Exhibit Number		Description

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

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

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

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

101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March ~~30, 2014~~29, 2015 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Condensed Consolidated Statements of Cash Flows, and (v) related Notes to Condensed Consolidated Financial Statements

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	Nine months ended March 31, 2013
	Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)			Classification of Gain (Loss)	Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)			Recognized in Earnings (Ineffective Portion)
Interest rate contracts	$	(137	)	Net Sales	$	—		$	—
Foreign currency contracts - sell	118			Net Sales	77			—
Foreign currency contracts - buy	(278		)	Cost of Goods Sold	(859		)	—
Commodity contracts	1,267			Cost of Goods Sold	(7,591		)	—
	$	970			$	(8,373	)	$	—



2014 Fiscal Month	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of a Publicly Announced Program (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
December 30, 2013 to January 26, 2014	105,838	$	21.58	105,838	$	56,981,409
January 27, 2014 to February 23, 2014	150,641	21.20		150,641	53,787,820
February 24, 2014 to March 30, 2014	156,700	22.35		156,700	50,285,575
Total Third Quarter	413,179	$	21.73	413,179	$	50,285,575