Separate Financial Information Of Subsidiary Guarantor Of Indebtedness | Separate Financial Information of Subsidiary Guarantor of Indebtedness Under the terms of the Company’s Senior Notes and the Revolver (collectively, the “Domestic Indebtedness”), Briggs & Stratton Power Products Group, LLC, a 100% owned subsidiary of the Company, was the sole joint and several guarantor of the Domestic Indebtedness (the “Guarantor”) as of September 27, 2015 and June 28, 2015. The Guarantor provides a full and unconditional guarantee of the Domestic Indebtedness, except for certain customary limitations. These customary limitations, which are described in detail in the First Supplemental Indenture (Indenture) dated December 20, 2010, include (i) the sale of the guarantor or substantially all of the guarantor’s assets, (ii) the designation of the guarantor as an unrestricted subsidiary for covenant purposes, (iii) the guarantor ceasing to guarantee certain other indebtedness, if the guarantor is also not a significant subsidiary within the meaning of Article 1, Rule 1-02 of Regulation S-X, and (iv) achieving the Indenture’s requirements for legal defeasance, covenant defeasance or discharge. Additionally, if at any time a domestic subsidiary of the Company constitutes a significant domestic subsidiary, then such domestic subsidiary will also become a guarantor of the Domestic Indebtedness. Currently, all of the Domestic Indebtedness is unsecured. If the Company were to fail to make a payment of interest or principal on its due date, the Guarantor is obligated to pay the outstanding Domestic Indebtedness. The Company had the following outstanding amounts related to the guaranteed debt (in thousands): September 27, 2015 Carrying Amount Maximum Guarantee Senior Notes $ 225,000 $ 225,000 Multicurrency Credit Agreement $ 38,410 $ 500,000 The following condensed supplemental consolidating financial information reflects the summarized financial information of Briggs & Stratton, its Guarantor Subsidiary and its Non-Guarantor Subsidiaries (in thousands): CONSOLIDATING BALANCE SHEET As of September 27, 2015 (Unaudited) Briggs & Stratton Corporation Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS: Cash and Cash Equivalents $ 2,918 $ 132 $ 50,945 $ — $ 53,995 Accounts Receivable, Net 57,386 61,292 50,286 — 168,964 Intercompany Accounts Receivable 34,823 8,165 42,280 (85,268 ) — Inventories, Net 233,991 143,621 96,161 — 473,773 Deferred Income Tax Asset 31,121 12,228 2,747 — 46,096 Prepaid Expenses and Other Current Assets 32,512 5,848 8,646 — 47,006 Total Current Assets $ 392,751 $ 231,286 $ 251,065 $ (85,268 ) $ 789,834 OTHER ASSETS: Goodwill $ 128,300 $ — $ 39,559 $ — $ 167,859 Investments 31,432 — — — 31,432 Investments in Subsidiaries 510,584 — — (510,584 ) — Intercompany Note Receivable 30,391 97,238 44,577 (172,206 ) — Debt Issuance Costs 3,481 — — — 3,481 Other Intangible Assets, Net — 54,405 52,832 — 107,237 Long-Term Deferred Income Tax Asset 49,519 — 315 (32,263 ) 17,571 Other Long-Term Assets, Net 9,766 4,803 1,162 — 15,731 Total Other Assets $ 763,473 $ 156,446 $ 138,445 $ (715,053 ) $ 343,311 PLANT AND EQUIPMENT, NET 259,199 24,587 27,757 — 311,543 TOTAL ASSETS $ 1,415,423 $ 412,319 $ 417,267 $ (800,321 ) $ 1,444,688 CURRENT LIABILITIES: Accounts Payable $ 106,958 $ 48,414 $ 28,892 $ — $ 184,264 Intercompany Accounts Payable 33,542 10,754 40,972 (85,268 ) — Short-Term Debt 38,410 — — — 38,410 Accrued Liabilities 76,966 39,844 26,522 — 143,332 Total Current Liabilities $ 255,876 $ 99,012 $ 96,386 $ (85,268 ) $ 366,006 OTHER LIABILITIES: Accrued Pension Cost $ 203,063 $ 354 $ 514 $ — $ 203,931 Accrued Employee Benefits 23,233 — — — 23,233 Accrued Postretirement Health Care Obligation 30,325 15,057 — — 45,382 Intercompany Note Payable 107,053 — 65,153 (172,206 ) — Deferred Income Tax Liabilities — 15,632 16,997 (32,263 ) 366 Other Long-Term Liabilities 37,730 8,176 1,721 — 47,627 Long-Term Debt 225,000 — — — 225,000 Total Other Liabilities $ 626,404 $ 39,219 $ 84,385 $ (204,469 ) $ 545,539 TOTAL SHAREHOLDERS’ INVESTMENT 533,143 274,088 236,496 (510,584 ) 533,143 TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT $ 1,415,423 $ 412,319 $ 417,267 $ (800,321 ) $ 1,444,688 CONSOLIDATING BALANCE SHEET As of June 28, 2015 Briggs & Stratton Corporation Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS: Cash and Cash Equivalents $ 45,395 $ 17,237 $ 55,758 $ — $ 118,390 Accounts Receivable, Net 99,852 72,859 43,130 — 215,841 Intercompany Accounts Receivable 21,697 8,060 40,772 (70,529 ) — Inventories, Net 161,343 125,698 91,647 — 378,688 Deferred Income Tax Asset 30,692 13,187 1,992 — 45,871 Prepaid Expenses and Other Current Assets 23,580 19,916 7,031 (14,074 ) 36,453 Total Current Assets $ 382,559 $ 256,957 $ 240,330 $ (84,603 ) $ 795,243 OTHER ASSETS: Goodwill $ 128,300 $ — $ 37,222 $ — $ 165,522 Investments 30,779 — — — 30,779 Investments in Subsidiaries 537,799 — — (537,799 ) — Intercompany Note Receivable 36,448 89,186 26,722 (152,356 ) — Debt Issuance Costs 3,714 — — — 3,714 Other Intangible Assets, Net — 54,706 56,574 — 111,280 Long-Term Deferred Income Tax Asset 54,622 — 133 (32,303 ) 22,452 Other Long-Term Assets, Net 8,800 4,999 1,335 — 15,134 Total Other Assets $ 800,462 $ 148,891 $ 121,986 $ (722,458 ) $ 348,881 PLANT AND EQUIPMENT, NET 260,843 24,314 29,681 — 314,838 TOTAL ASSETS $ 1,443,864 $ 430,162 $ 391,997 $ (807,061 ) $ 1,458,962 CURRENT LIABILITIES: Accounts Payable $ 116,972 $ 38,672 $ 27,032 $ — $ 182,676 Intercompany Accounts Payable 33,898 6,945 29,686 (70,529 ) — Accrued Liabilities 90,168 51,851 24,495 (14,074 ) 152,440 Total Current Liabilities $ 241,038 $ 97,468 $ 81,213 $ (84,603 ) $ 335,116 OTHER LIABILITIES: Accrued Pension Cost $ 207,745 $ 367 $ 511 $ — $ 208,623 Accrued Employee Benefits 23,298 — — — 23,298 Accrued Postretirement Health Care Obligation 32,405 15,140 — — 47,545 Intercompany Note Payable 104,676 — 47,680 (152,356 ) — Deferred Income Tax Liabilities — 15,483 17,043 (32,303 ) 223 Other Long-Term Liabilities 35,452 8,511 944 — 44,907 Long-Term Debt 225,000 — — — 225,000 Total Other Liabilities $ 628,576 $ 39,501 $ 66,178 $ (184,659 ) $ 549,596 TOTAL SHAREHOLDERS’ INVESTMENT 574,250 293,193 244,606 (537,799 ) 574,250 TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT $ 1,443,864 $ 430,162 $ 391,997 $ (807,061 ) $ 1,458,962 CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended September 27, 2015 (Unaudited) Briggs & Stratton Corporation Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated Net Sales $ 149,500 $ 106,506 $ 82,492 $ (49,040 ) $ 289,458 Cost of Goods Sold 128,601 93,485 64,241 (49,040 ) 237,287 Restructuring Charges — 1,995 464 — 2,459 Gross Profit 20,899 11,026 17,787 — 49,712 Engineering, Selling, General and Administrative Expenses 37,805 16,954 17,375 — 72,134 Restructuring Charges 890 24 — — 914 Equity in Loss from Subsidiaries 3,695 — — (3,695 ) — Income (Loss) from Operations (21,491 ) (5,952 ) 412 3,695 (23,336 ) Interest Expense (4,472 ) (64 ) — — (4,536 ) Other Income, Net 703 790 (38 ) — 1,455 Income (Loss) before Income Taxes (25,260 ) (5,226 ) 374 3,695 (26,417 ) Provision (Credit) for Income Taxes (7,089 ) (1,898 ) 741 — (8,246 ) Net Income (Loss) $ (18,171 ) $ (3,328 ) $ (367 ) $ 3,695 $ (18,171 ) Comprehensive Income (Loss) $ (28,802 ) $ (3,601 ) $ (6,506 ) $ 10,107 $ (28,802 ) CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) For the Three Months Ended September 28, 2014 (Unaudited) Briggs & Stratton Corporation Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated Net Sales $ 145,579 $ 116,938 $ 90,816 $ (60,704 ) $ 292,629 Cost of Goods Sold 123,956 104,031 71,179 (60,704 ) 238,462 Restructuring Charges — 6,846 — — 6,846 Gross Profit 21,623 6,061 19,637 — 47,321 Engineering, Selling, General and Administrative Expenses 36,868 17,657 15,559 — 70,084 Restructuring Charges — 955 — — 955 Equity in Loss from Subsidiaries 4,721 — — (4,721 ) — Income (Loss) from Operations (19,966 ) (12,551 ) 4,078 4,721 (23,718 ) Interest Expense (4,447 ) (71 ) — — (4,518 ) Other Income, Net 1,926 460 (13 ) — 2,373 Income (Loss) before Income Taxes (22,487 ) (12,162 ) 4,065 4,721 (25,863 ) Provision (Credit) for Income Taxes (7,208 ) (4,481 ) 1,105 — (10,584 ) Net Income (Loss) $ (15,279 ) $ (7,681 ) $ 2,960 $ 4,721 $ (15,279 ) Comprehensive Income (Loss) $ (19,164 ) $ (7,407 ) $ (2,500 ) $ 9,907 $ (19,164 ) CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended September 27, 2015 (Unaudited) Briggs & Stratton Corporation Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated Net Cash Used in Operating Activities $ (67,715 ) $ (8,420 ) $ (6,311 ) $ (243 ) $ (82,689 ) Cash Flows from Investing Activities: Additions to Plant and Equipment (10,916 ) (1,126 ) (386 ) — (12,428 ) Proceeds Received on Disposition of Plant and Equipment — 504 11 — 515 Cash Paid for Acquisition, Net of Cash Acquired — — (2,174 ) — (2,174 ) Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt 2,489 — — (2,489 ) — Net Cash Used in Investing Activities (8,427 ) (622 ) (2,549 ) (2,489 ) (14,087 ) Cash Flows from Financing Activities: Net Borrowings (Repayments) on Loans, Revolver, Notes Payable and Long-Term Debt 38,410 (8,063 ) 5,574 2,489 38,410 Treasury Stock Purchases (11,178 ) — — — (11,178 ) Stock Option Exercise Proceeds and Tax Benefits 6,433 — — — 6,433 Cash Investment in Subsidiary — — (243 ) 243 — Net Cash Provided by (Used in) Financing Activities 33,665 (8,063 ) 5,331 2,732 33,665 Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents — — (1,284 ) — (1,284 ) Net Decrease in Cash and Cash Equivalents (42,477 ) (17,105 ) (4,813 ) — (64,395 ) Cash and Cash Equivalents, Beginning 45,395 17,237 55,758 — 118,390 Cash and Cash Equivalents, Ending $ 2,918 $ 132 $ 50,945 $ — $ 53,995 CONSOLIDATING STATEMENT OF CASH FLOWS For the Three Months Ended September 28, 2014 (Unaudited) Briggs & Stratton Corporation Guarantor Subsidiary Non-Guarantor Subsidiaries Eliminations Consolidated Net Cash Provided by (Used in) Operating Activities $ (62,214 ) $ 11,158 $ 2,660 $ (482 ) $ (48,878 ) Cash Flows from Investing Activities: Additions to Plant and Equipment (4,623 ) (1,358 ) (1,409 ) — (7,390 ) Proceeds Received on Disposition of Plant and Equipment 84 57 31 — 172 Cash Investment in Subsidiary (4,650 ) — — 4,650 — Cash Paid for Acquisition, Net of Cash Acquired (62,056 ) — — — (62,056 ) Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt 14,429 — — (14,429 ) — Net Cash Used in Investing Activities (56,816 ) (1,301 ) (1,378 ) (9,779 ) (69,274 ) Cash Flows from Financing Activities: Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt — (11,212 ) (3,217 ) 14,429 — Treasury Stock Purchases (17,761 ) — — — (17,761 ) Stock Option Exercise Proceeds and Tax Benefits 3,151 — — — 3,151 Cash Investment in Subsidiary — — 4,168 (4,168 ) — Net Cash Provided by (Used in) Financing Activities (14,610 ) (11,212 ) 951 10,261 (14,610 ) Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents — — (8 ) — (8 ) Net Increase (Decrease) in Cash and Cash Equivalents (133,640 ) (1,355 ) 2,225 — (132,770 ) Cash and Cash Equivalents, Beginning 138,926 2,680 53,062 — 194,668 Cash and Cash Equivalents, Ending $ 5,286 $ 1,325 $ 55,287 $ — $ 61,898 |