1
                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended December 27, 1998March 28, 1999

                                       OR

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

For the transition period fromfrom_______________ 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                            (I.R.S. Employer
 incorporation or organization)                            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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.


                                                                 Outstanding at
                Class                                               February 1,May 7, 1999
- --------------------------------------------------------------------------------
COMMON STOCK, par value $0.01 per share                       23,464,01523,284,999 Shares
                                                                            





                                       -1-

                                    

                                      
   2





                 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

                                      INDEX






                                                                       Page No.
                                                                       --------

PART I - FINANCIAL INFORMATION

     Item 1.  Financial Statements:

              Consolidated Condensed Balance Sheets -
               December 27, 1998March 28, 1999 and June 28, 1998                           3

              Consolidated Condensed Statements of Income -
               Three Months and SixNine Months ended
               December 27,March 28, 1999 and March 29, 1998 and December 28, 1997                          5

              Consolidated Condensed Statements of Cash Flow -
               SixNine Months ended December 27,March 28, 1999 and
               March 29, 1998 and
             December 28, 1997                                             6

              Notes to Consolidated Condensed Financial
               Statements                                                 7

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations                         8

     Item 3.  Quantitative and Qualitative Disclosures About
              Market Risk                                                11


PART II - OTHER INFORMATION

     Item 4.  Submission of Matters to a Vote of Security Holders          11

    Item 6.  Exhibits and Reports on Form 8-K                           1112

     Signatures                                                          12



                                      -2-
   3
                 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
                         PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS



                      CONSOLIDATED CONDENSED BALANCE SHEETS
                                 (In thousands)



                                     ASSETS
December 27,March 28, June 28, 1999 1998 1998 ------------ ----------------- -------- (Unaudited) CURRENT ASSETS: Cash and cash equivalents $ 2,24326,166 $ 84,527 Receivables, net 302,050342,958 136,629 Inventories - Finished products and parts 105,97465,892 58,975 Work in process 61,64456,662 45,217 Raw materials 4,8855,372 3,684 -------- -------- Total inventories 172,503127,926 107,876 Future income tax benefits 31,85435,776 31,287 Prepaid expenses 24,86029,660 21,727 -------- -------- Total current assets 533,510562,486 382,046 -------- -------- OTHER ASSETS: Marketable securities 1,680 -2,100 -- Deferred income tax assets 6,5795,221 9,555 Capitalized software 7,4727,545 9,881 -------- -------- Total other assets 15,73114,866 19,436 -------- -------- PLANT AND EQUIPMENT - Cost 829,359842,040 812,428 Less - Accumulated depreciation 433,395444,495 420,501 -------- -------- Total plant and equipment, net 395,964397,545 391,927 -------- -------- $945,205$974,897 $793,409 ======== ========
The accompanying notes are an integral part of these statements. -3- 4 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Continued) (In thousands) LIABILITIES & SHAREHOLDERS' INVESTMENT
December 27,March 28, June 28, 1999 1998 1998 ------------ -------- ------- (Unaudited) CURRENT LIABILITIES: Accounts payable $ 80,162$106,223 $ 76,915 Domestic notes payable 135,02081,025 4,700 Foreign loans 22,25418,952 14,336 Current maturities of long-term debt 15,000 15,000 Accrued liabilities 107,955131,372 101,465 Dividends payable 6,765 -6,762 -- Federal and state income taxes 23,09629,200 10,529 -------- -------- Total current liabilities 390,252388,534 222,945 -------- -------- OTHER LIABILITIES: Deferred revenue on sale of plant and equipment 15,84815,823 15,893 Accrued pension cost 21,88019,494 26,477 Accrued employee benefits 12,84312,984 12,571 Accrued postretirement health care obligation 69,99270,691 70,933 Long-term debt 128,205128,256 128,102 -------- -------- Total other liabilities 248,768247,248 253,976 -------- -------- SHAREHOLDERS' INVESTMENT: Common stock- Authorized 60,000 shares, $.01 par value, Issued 28,927 shares 289 289 Additional paid-in capital 37,02937,044 37,776 Retained earnings 549,265584,316 533,805 Unearned compensation on restricted stock (263) - Unearned loss(249) -- Unrealized gain on marketable securities (64) -192 -- Cumulative translation adjustments (1,341)(1,998) (2,110) Treasury stock at cost, 5,7315,743 and 5,103 shares, respectively (278,730)(280,479) (253,272) -------- -------- Total shareholders' investment 306,185339,115 316,488 -------- -------- $945,205$974,897 $793,409 ======== ========
The accompanying notes are an integral part of these statements. -4- 5 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (In thousands except per share data) (Unaudited)
Three Months Ended SixNine Months Ended ------------------ ---------------- Dec. 27 Dec.------------------- March 28, Dec. 27 Dec.March 29, March 28 March 29, 1999 1998 19971999 1998 1997 -------- -------- -------- --------------- ------- ------- ------- NET SALES $359,943 $308,481 $583,924 $479,038$476,259 $469,055 $1,060,183 $948,093 COST OF GOODS SOLD 288,472 257,584 474,841 401,730373,428 374,282 848,269 776,012 -------- -------- ------------------ -------- Gross profit on sales 71,471 50,897 109,083 77,308102,831 94,773 211,914 172,081 ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 29,107 30,065 58,355 59,23932,140 33,103 90,495 92,342 -------- -------- ------------------ -------- Income from operations 42,364 20,832 50,728 18,06970,691 61,670 121,419 79,739 INTEREST EXPENSE (4,748) (5,248) (8,158) (9,042)(5,025) (5,870) (13,183) (14,912) OTHER INCOME, net 1,801 1,020 3,948 3,3351,250 1,908 5,198 5,243 -------- -------- ------------------ -------- Income before provision for income taxes 39,417 16,604 46,518 12,36266,916 57,708 113,434 70,070 PROVISION FOR INCOME TAXES 14,780 6,310 17,440 4,70025,103 21,930 42,543 26,630 -------- -------- ------------------ -------- Net income $ 24,63741,813 $ 10,29435,778 $ 29,07870,891 $ 7,66243,440 ======== ======== ================== ======== EARNINGS PER SHARE DATA - Average shares outstanding 23,308 24,903 23,467 25,034 ======== ======== ======== ========23,271 24,514 23,399 24,861 ====== ====== ====== ====== Basic earnings per share $ 1.061.80 $ .411.46 $ 1.243.03 $ .31 ======== ======== ======== ========1.75 ====== ====== ====== ====== Diluted average shares outstanding 23,481 25,054 23,588 25,189 ======== ======== ======== ========23,357 24,600 23,480 25,008 ====== ====== ====== ====== Diluted earnings per share $ 1.051.79 $ .411.45 $ 1.233.02 $ .30 ======== ======== ======== ========1.74 ====== ====== ====== ====== CASH DIVIDENDS PER SHARE $ .29 $ .28 $ .58.87 $ .56 ======== ======== ======== ========.84 ====== ====== ====== ======
The accompanying notes are an integral part of these statements. -5- 6 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOW (In thousands) (Unaudited)
SixNine Months Ended -------------------------------- December 27, December---------------------------- March 28, March 29, 1999 1998 1997 ------------ -------------------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 29,07870,891 $ 7,66243,440 Adjustments to reconcile net income to net cash used in operating activities - Depreciation 23,698 22,56735,706 35,523 Amortization of discount on long-term debt 103 103154 154 Amortization of compensation on restricted stock 24 -39 -- Loss on disposition of plant and equipment 195 736 Provision391 984 Provision(Benefit) for deferred income taxes 2,450 (316)(278) 473 Change in operating assets and liabilities - Increase in accounts receivable (166,692) (115,394)(207,600) (172,156) Increase in inventories (64,625) (87,282)(20,048) (8,634) (Increase)Decrease in prepaid expenses (3,252) 1,927 Increase(decrease)(8,052) 1,229 Increase in accounts payable and accrued liabilities 30,557 (3,133)87,009 40,704 Other, net (4,262) (457)(5,882) (2,578) --------- --------- Net cash used in operating activities (152,726) (173,587)(47,670) (60,861) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Additions to plant and equipment (29,881) (26,124)(43,903) (34,192) Proceeds received on sale of plant and equipment 1,382 3361,521 360 --------- --------- Net cash used in investing activities (28,499) (25,788)(42,382) (33,832) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings on domestic and foreign loans 138,714 142,90581,417 83,220 Dividends (13,618) (13,963)(20,380) (20,802) Purchase of common stock for treasury (35,614) (43,501)(58,006) (66,433) Proceeds from exercise of stock options 8,897 8,04528,682 9,027 --------- --------- Net cash provided by financing activities 98,379 93,48631,713 5,012 --------- --------- EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 562 (587)(22) (562) --------- --------- NET DECREASE IN CASH AND CASH EQUIVALENTS (82,284) (106,476)(58,361) (90,243) CASH AND CASH EQUIVALENTS, beginning 84,527 112,859 --------- --------- CASH AND CASH EQUIVALENTS, ending $ 2,24326,166 $ 6,38322,616 ========= ========= SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest paid $ 7,55914,751 $ 4,80714,809 ========= ========= Income taxes paid $ 2,93723,678 $ 3,7139,144 ========= =========
The accompanying notes are an integral part of these statements. -6- 7 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission applicable to interim statements and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. However, in the opinion of the Company, adequate disclosures have been presented to make the information not misleading, and all adjustments necessary to present fair statements of the results of operations and financial position have been included. All of these adjustments are of a normal recurring nature. These condensed financial statements should be read in conjunction with the financial statements and the notes thereto which were included in the Company's latest Annual Report on Form 10-K. The caption entitled Marketable Securities represents stock received in the sale of the Company's software business at the end of the first quarter of fiscal 1999. These securities are being classified as available-for-sale and are being reported at fair market value. The unrealized gain or loss incurred on this stock wasis recorded as Unearned LossUnrealized Gain on Marketable Securities in the Shareholders' Investment section of the balance sheet. The Company's Board of Directors authorized awards of a total of 8,000 shares of restricted stock to key employees in August 1998 from the Company's treasury stock. These shares shall be forfeitable until they become vested upon the first to occur of the following: five years from the award date; a change in control; or termination of employment by reason of retirement, disability or death. The market value of these shares was recorded as Unearned Compensation on Restricted Stock at the award date and is being amortized to compensation expense over the five years. The Company adopted Financial Accounting Standard (FAS) No. 130, Reporting Comprehensive Income, in the quarter ended September 1998. This statement requires the reporting of comprehensive income in addition to net income from operations. Comprehensive income is a more inclusive financial reporting method that includes disclosure of certain financial information that historically has not been recognized in the calculation of net income. The Company has foreign currency translation adjustments accounted for under FAS Statement No. 52 which fall within this definition. Total comprehensive income is as follows (in thousands):
Three Months Ended SixNine Months Ended ------------------ ---------------- Dec. 27 Dec.------------------ Mar. 28 Dec. 27 Dec.Mar. 29 Mar. 28 Mar. 29 1999 1998 19971999 1998 1997 ------- ------- ------- ------- Net income $24,637 $10,294 $29,078 $ 7,66241,813 $ 35,778 $ 70,891 $ 43,440 Foreign currency translation adjustments 243 (422) 769 (665) Unearned loss(657) (14) 112 (679) Unrealized gain on marketable securities, (net of tax) (64) - (64) -256 -- 192 -- -------- ------- ------- --------------- -------- -------- Total comprehensive income $ 24,81641,412 $ 9,872 $29,78335,764 $ 6,99771,195 $ 42,761 ======== ======= ======= =============== ======== ========
-7- 8 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of the Company's financial condition and results of operations for the periods included in the accompanying consolidated condensed financial statements: RESULTS OF OPERATIONS SALES Net sales for the secondthird fiscal quarter increased $51$7 million or 17%2% compared to the same period of the previous year. This increase resulted primarily from the following factors: a $50$28 million increase in sales dollars resulting from a 17% increase in engine unit shipments, and $6 million from increased prices, offset by $5 million reduction due to a mix change in engines sold. Net sales for the six months ended December 1998 increased $105 million or 22% when comparedsold to the first half of the prior year. This increase resulted from the same factors discussed above for the quarter. There was a $115 million increase in sales dollars due to a 27% increase in engine unit shipments, and $6higher priced units, $7 million from increased prices, offset by a $27 million decrease in sales dollars resulting from an 8% decrease in engine unit shipments. Net sales for the nine months ended March 1999 increased $112 million or 12% when compared to the first nine months of the prior year. This increase was due to an $81 million increase in sales dollars resulting primarily from an 8% increase in engine unit shipments, a favorable mix change in engines sold of $16 million.$17 million, and $14 million from increased prices. GROSS PROFIT The gross profit percentage increased to 20%22% in the current quarter from 16%20% in the preceding year's secondthird quarter. This increase resulted primarily from the $6$7 million of price increases, absorption of $5 million of fixed expenses over more units produced, of $6 million and lower material costs forof $4 million caused by lower aluminum of $2 million,cost, the major raw material used in engines. The gross profit marginspercentage for the six-monthnine-month period increased to 19%20% in the current year from 16%18% in the preceding year. The increase resulted primarily from $6the following factors: $14 million of price increases, $6$7 million attributed to the benefit of greaterhigher production induring the second quarter, lower costs for aluminum of $3and third quarters and $13 million and $1 million ofin lower costs for purchased parts and engines caused by favorable exchange rates.and raw materials, of which $7 million was due to lower aluminum costs. Offsetting these improvements were a mix shift to lower margin engines of $8 million and increased overhead spending of $5 million. ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES This category decreased by 3% or $1 million between the secondthird fiscal quarters of 1999 and 1998. This resulted from a $3 million decrease in costs related to the software business the Company sold atearlier in the end of the first quarter of the current fiscal year, offset by increased advertising costs of $1 million and a $1$2 million increase in profit sharing expense due to improved results. The 1%2% or $1$2 million decrease for the comparative six-month periodnine-month periods was due primarily to the same factors discussed above for the quarter. There was a $3$6 million decrease in costs related to the software business and reduced expenses of $1 million related to the implementation of the Company's new computer system. These decreases were offset by $1a $2 million increasesincrease in both advertising and profit sharing expenses. -8- 9 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES INTEREST EXPENSE Interest expense decreased $1 million in the three-month comparison and $1$2 million in the six-monthnine-month comparison. These decreases were the result of lower average interest rates on working capital borrowings and the repayment of $15 million of long-term debt at the end of fiscal year 1998. OTHER INCOME This category increased $1 million in both the three-month and six-month periods. In each period, the primary change is due to reductions in the loss on the disposition of plant and equipment. PROVISION FOR INCOME TAXES The effective rate used in both the three-month and six-monthnine-month periods for the current year was 37.5%. This is management's estimate of what the rate will be for the entire 1999 fiscal year. Last year's rate was 38% in both periods; however, the final effective rate for the entire 1998 fiscal year was 37.6%. LIQUIDITY AND CAPITAL RESOURCES Cash used in operating activities for the six-monthnine-month period was $153$48 million in fiscal 1999 and $174$61 million in 1998. In the six-monthnine-month period, net income before depreciation provided cash of $53$107 million for fiscal 1999 and $30$79 million for fiscal 1998. Accounts receivable increased $167$208 million in fiscal 1999 and $115$172 million in fiscal 1998. The increase in accounts receivable was caused by increased sales nearin fiscal 1999 and the endtiming of the six months ended December 1998.payments. Inventory increased $65$20 million in fiscal 1999 compared to $87$9 million in fiscal 1998. Increased sales account for the decreaseThe increase in the buildup of inventories.inventories is attributed to increased production levels in fiscal 1999. Accounts payable and accrued liabilities increased $31$87 million in fiscal 1999 compared to a decrease of $3and $41 million in fiscal 1998. The $31$46 million increase was primarily due to a $22$27 million increase in accounts payable and an $8 million increase in accrued liabilities as a result of the timing of payments, and an $11a $6 million increase in federal and state income taxes payablethe warranty reserve due to the higher level of earnings.increased sales volume. Cash used in investing activities totaled $28$42 million in the six-monthnine-month period and $26$34 million the same period of the preceding year. Additions to plant and equipment primarily made up the cash used in each year. Financing activities provided $98$32 million of cash in 1999 compared to $93$5 million in 1998. Net borrowings were $139 million and $143 million, respectively. The Company used $36$58 million in the current year and $44$66 million in the preceding year for its stock repurchase program. The Company also received an additional $20 million in proceeds from stock options exercised in fiscal 1999. FUTURE LIQUIDITY AND CAPITAL RESOURCES The Company completed the share repurchase program authorized by the Board of Directors in fiscal 1997 for $300 million of its common stock was completed in the second quarter of fiscal 1999. In January 1999, the Board of Directors approved a repurchase of up to 1.3 million additional shares of the Company's common stock. Purchases will be made from time to timestock in open market or private transactions. Under this authorization, stock repurchases totaling .4 million shares were made during the third quarter in open market transactions. The latest share repurchase authorization is intended to minimize dilution from shares issued for employee benefit plans and will be funded from available cash. -9- 10 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES Management expects capital expenditures for reinvestment in equipment and new products to total $70 million in fiscal 1999. -9- 10 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES On April 21, 1999, the Company's Board of Directors approved capital expenditures of $95 million for fiscal 2000. These anticipated expenditures include a significant amount for capacity increases, as well as continuing reinvestment in equipment and new products. The Company expects to increase its engine capacity by approximately 10%-15% by fiscal 2001. The Company currently intends to increase future cash dividends per share at a rate approximating the inflation rate, subject to the discretion of its Board of Directors and requirements of applicable law. Management believes that available cash, the credit facility, cash generated from operations, existing lines of credit and access to public debt markets will be adequate to fund the Company's capital requirements for the foreseeable future. OUTLOOK Based on customer expectations, orders actually placedAt this time the Company's business continues to be very strong despite slower retail sales of lawn and favorable econometric forecasts, and assuming normalgarden equipment. The slower start of the spring weather, the Company expects higherselling season is a concern, but last year's early spring sales and earnings for the full fiscal year. Overall, thewere unusually strong. Retail sales of other products, particularly generators, are strong. The Company expects that engine unit sales will reflect a small increase in fiscal 1999 compared to fiscal 1998. Historically,Finished engine inventories are low, and the Company has builtplans to continue high production rates in order to restore the engine inventory in the first six months of the fiscal year and shipped much of this inventory in the second half of the fiscal year, primarily in the third quarter. The Company expects to ship fewer engines in the second half of this fiscal year because of lower inventories that were caused by increased shipments in the first six months.a normal level. In fiscal 1998 the Company experienced adverse effects on revenue and gross profit as a result of the strong U.S. dollar compared to European currencies. Assuming the exchange rates of the U.S. dollar against the European currencies remain consistent with December 1998,where they were in third fiscal quarter of 1999, management believes that the adverse effect on revenue and gross profit for fiscal 1999 will be significantly less in fiscal 1999 than in fiscal 1998.less. OTHER MATTERS Emissions Environmental Protection Agency (EPA) currently expects to finalize thefinalized its Phase II regulation for non hand-held small engines in March of 1999. EPA has informed industry that theThe final regulation will imposeimposes more stringent standards over the useful life of the engine. The standards will be phased in from 2001 to 2005 for Class II engines and from 2003 to 2008 for Class I engines. It is not anticipated that this will have a material effect on the financial condition or results of operations of the Company. Year 2000 Issues The Company has completed implementation of its new company-wide information system. All business transactions are being processed on the new system, which addressed the great majority ofaddresses all significant information technology year 2000 computer issues. Data containing year 2000 dates such as orders and preventive maintenance schedules have been entered and accepted by the new system. The Company has initiated a business recovery program at an off-site location which will be used for complete testing of the new company-wide information system. This testing is expected to be completed by the middle of the 1999 calendar year. The Company will also be establishing an on-site stand alone system for additional testing of the integrated information system. -10- 11 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES Project expenditures to date total $29$30 million. The Company expects to incur an additional $6 million of incremental costs, running through the 2002 fiscal year, because of related projects. The Company is nearing completion ofcompleted the assessment phase of its non-information technology systems during the first quarter of the 1999 calendar year. An outside company was retained to audit these systems and to recommend remedial actions for any non-compliant systems. These activities will be completed during the second and third quarters of the 1999 calendar year. Based on the assessment completed to date,and audit, the Company does not anticipate the need to develop an extensive contingency plan for non-information systems, so it is not expecting to incur material incremental costs to do this. -10- 11 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIESDuring the second and third quarters of calendar 1999 the Company will be following up with suppliers who have not yet responded to the Company's survey and contact companies who did respond to the survey but received a low readiness ranking from the Company. Audits of suppliers will also be conducted to verify their readiness. Contingency plans will be developed for suppliers based on the information received in the follow-up contacts. CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS Certain statements in Management's Discussion and Analysis of Financial Condition and Results of Operations may contain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. The words "anticipate", "believe", "estimate", "expect", "objective", and "think" or 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 effects of weather on the purchasing patterns of the Company's customers and end use purchasers of the Company's engines; the seasonal nature of the Company's business; actions of competitors; changes in laws and regulations, including accounting standards; employee relations; customer demand; prices of purchased raw materials and parts; domestic economic conditions, including housing starts and changes in consumer disposable income; foreign economic conditions, including currency rate fluctuations; the ability of the Company's customers and suppliers to meet year 2000 compliance; and unanticipated internal year 2000 issues. Some or all of the factors may be beyond the Company's control. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK There have been no material changes since the September 8, 1998 filing of the Company's Annual Report on Form 10-K. -11- 12 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The information required by this item was previously reported in the Company's Form 10-Q for the first quarter ended September 27, 1998. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. Exhibit Number Description ------------- ----------- 10.1 Separation Agreement* 10.2 Agreement with Executive Officer* 11 Computation of Earnings Per Share of Common Stock* 12 Computation of Ratio of Earnings to Fixed Charges* 27 Financial Data Schedule, December 27, 1998*March 28, 1999* *Filed herewith -11- 12 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES (b) Reports on Form 8-K. There were no reports on Form 8-K for the secondthird quarter ended December 27, 1998.March 28, 1999. 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: February 8,May 7, 1999 /s/ J. E. Brenn -------------------------------------------------------------------------------------- J. E. Brenn Senior Vice President and Chief Financial Officer Date: February 8,May 7, 1999 /s/ T. J. Teske --------------------------------------------------------------------------------------- T. J. Teske Controller -12- 13 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES EXHIBIT INDEX Exhibit Number Description ------ ----------- 10.1 Separation Agreement* 10.2 Agreement with Executive Officer* 11 Computation of Earnings Per Share of Common Stock* 12 Computation of Ratio of Earnings to Fixed Charges* 27 Financial Data Schedule*
Exhibit Number Description ------- ----------- 10.1 Agreement with Executive Officer* 11 Computation of Earnings Per Share of Common Stock* 12 Computation of Ratio of Earnings to Fixed Charges* 27 Financial Data Schedule, March 28, 1999*
* Filed herewith. -13-