8-K: BRIGGS & STRATTON CORP
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Form 8-K - Q3FY15

UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934
        Date of Report (Date of earliest event reported): April 23, 2015
                         BRIGGS & STRATTON CORPORATION
             (Exact name of registrant as specified in its charter)

Wisconsin 1-1370 39-0182330 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.)

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

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o      Written communications pursuant to Rule 425 under the Securities Act (17
       CFR 230.425)
o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
       240.14a-12)
o      Pre-commencement communications pursuant to Rule 14d-2(b) under the
       Exchange Act (17 CFR 240.14d-2(b))
o      Pre-commencement communications pursuant to Rule 13e-4(c) under the
       Exchange Act (17 CFR 240.13e-4(c))
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                 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
ITEM 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 23, 2015, Briggs & Stratton Corporation issued a press release
announcing results for the third quarter of fiscal 2015 in the press release
furnished as Exhibit 99.1.

Cautionary Statement on Forward-Looking Statements This Current Report on Form 8-K contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. The words "anticipate", "believe", "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 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 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 undertake no obligation to update forward-looking statements made in this release to reflect events or circumstances after the date of this release.

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                 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits. The following exhibit is being furnished herewith:

Exhibit No.       Description
       99.1           Press Release dated April 23, 2015 announcing results for
                      the third quarter of fiscal 2015.
3
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                 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BRIGGS & STRATTON CORPORATION (Registrant) Date: April 23, 2015 /s/ David J. Rodgers David J. Rodgers Senior Vice President and Chief Financial Officer Duly Authorized Officer

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                 BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit No.       Description
       99.1           Press Release dated April 23, 2015 announcing results for
                      the third quarter of fiscal 2015.
5

Press Release - Q3FY15

Investor Relations Contact: David J. Rodgers, Senior VP and Chief Financial Officer (414) 259-5333

BRIGGS & STRATTON CORPORATION REPORTS RESULTS
        FOR THE THIRD QUARTER AND FIRST NINE MONTHS OF FISCAL YEAR 2015;
                     INCREASES FISCAL 2015 EARNINGS OUTLOOK
MILWAUKEE, April 23, 2015/PRNewswire/ -- Briggs & Stratton Corporation
(NYSE:BGG) today announced financial results for its third fiscal quarter ended
March 29, 2015.

Highlights:

-      Third quarter fiscal 2015 consolidated net sales were $619.0 million, a
       decrease of $9.4 million or 1.5% compared to the prior year
-      Third quarter fiscal 2015 consolidated adjusted net income was $39.2
       million, an improvement from the adjusted net income of $38.7 million in
       the third quarter of fiscal 2014
-      Third quarter fiscal 2015 adjusted diluted earnings per share was $0.86,
       an improvement from the adjusted diluted earnings per share of $0.81 in
       the prior year

- Tax credits recognized in third quarter benefited earnings by $4.7 million

-      Fiscal 2015 earnings guidance lifted to $1.27 to $1.43 per diluted share
       before restructuring and acquisition expenses from previous guidance of
       $1.20 to $1.35 per diluted share.

"While sales were relatively consistent with last year, we continued to make progress on introducing new products and improving our operations," commented Todd J. Teske, Chairman, President and Chief Executive Officer of Briggs & Stratton Corporation. Teske continued, "The restructuring of our Products business to focus on higher margin products and streamline our manufacturing operations has contributed to improved Products segment earnings of nearly $5 million in the quarter and $20 million for our fiscal year to date. We also launched several innovative products this spring including our new EXi engine that never requires oil changes and our new In-Start lithium-ion electric starting technology providing users with our easiest push button starting engine ever."

Consolidated Results:

Consolidated net sales for the third quarter of fiscal 2015 were $619.0 million, a decrease of $9.4 million or 1.5% from the third quarter of fiscal 2014. Engines shipped to third party OEM customers increased slightly in the quarter; however, shipments to our 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. The strengthening of the US dollar, predominantly against the Australia dollar, Brazilian real and Euro, led to an unfavorable foreign exchange impact on sales of $6.7 million. In addition, net sales were unfavorably impacted by reduced generator sales and unfavorable mix of engines shipped. Net sales 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. The fiscal 2015 third quarter consolidated net income, which includes restructuring expenses and acquisition-related charges, was $33.9 million or $0.75 per diluted share. The third quarter of fiscal 2014 consolidated net income, which included restructuring charges, was $39.2 million or $0.82 per diluted share. The fiscal 2015 third quarter consolidated net income includes a tax benefit of $4.7 million related to incremental research and development tax credits, partially offset by an unfavorable foreign exchange impact of approximately $3.4 million.

Consolidated net sales for the first nine months of fiscal 2015 were $1.36 billion, a decrease of $6.4 million or 0.5% from the first nine months of fiscal 2014. The decrease is due to reduced shipment volumes of engines to OEM customers in North America due to slightly elevated channel inventories, lower generator sales from a lack of major power outages, and an unfavorable foreign exchange impact of approximately $14.0 million, predominantly due to the weakening of the Euro, Australian dollar, and Brazilian real. 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. The fiscal 2015 nine months consolidated net income, which

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includes $24.9 million of restructuring expenses and acquisition-related charges, was $25.6 million or $0.56 per diluted share. The first nine months of fiscal 2014 consolidated net income, which included $5.1 million of restructuring charges, was $20.5 million or $0.43 per diluted share. The fiscal 2015 nine months consolidated net income includes an unfavorable foreign exchange impact of approximately $5.4 million, partially offset by a tax benefit of $5.0 million related to incremental research and development tax credits.

Non-GAAP Financial Measures and Segment Reporting

This release refers to non-GAAP financial measures including "adjusted gross profit", "adjusted segment income (loss)", and "adjusted net income (loss)". Refer to the accompanying financial schedules for supplemental financial data and corresponding reconciliations of these non-GAAP financial measures to certain GAAP financial measures.

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 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, and has included a reconciliation from consolidated segment income (loss) to income (loss) from operations in the accompanying Adjusted Segment Information table.

Engines Segment:
                                          Three Months Ended Fiscal March           Nine Months Ended Fiscal March
          (In Thousands)                     2015                 2014                 2015                 2014
Net Sales                             $       432,248       $       452,359     $       857,067       $       901,858
Gross Profit as Reported              $        98,885       $       107,930     $       189,580       $       187,423
Restructuring Charges                               -                  (774 )                 -                 2,622
 Adjusted Gross Profit                $        98,885       $       107,156     $       189,580       $       190,045
Gross Profit % as Reported                       22.9 %                23.9 %              22.1 %                20.8 %
Adjusted Gross Profit %                          22.9 %                23.7 %              22.1 %                21.1 %
Segment Income as Reported            $        54,928       $        62,071     $        59,967       $        54,805
Restructuring Charges                               -                  (774 )                 -                 3,047
Adjusted Segment Income               $        54,928       $        61,297     $        59,967       $        57,852
Segment Income % as Reported                     12.7 %                13.7 %               7.0 %                 6.1 %
Adjusted Segment Income %                        12.7 %                13.6 %               7.0 %                 6.4 %

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 our 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. 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 improved placement of our engines and as channel inventories were low following an improved lawn and garden season last season.

Adjusted segment income in the third quarter of fiscal 2015 was $54.9 million, a decrease of $6.4 million from the prior year. The adjusted gross profit percentage was 22.9% in the third quarter of fiscal 2015, a decrease of 80 basis points from the prior year. Manufacturing throughput decreased by 6% during the quarter which reduced adjusted gross profit margins by approximately 140 basis points. The decrease was largely timing related as we accelerated production to earlier quarters in fiscal 2015 in order to accommodate the footprint restructuring of our Products segment and to build engine inventories in advance of beginning production of the EXi engine platform in the second fiscal quarter. 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

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announced retirement plan changes, which improved 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.

Engineering, selling, general and administrative expenses decreased $2.2 million largely due to the retirement plan changes. Higher compensation expense in fiscal 2015 was offset by the benefit of the movement in foreign exchange rates.

Products Segment:
                                          Three Months Ended Fiscal March          Nine Months Ended Fiscal March
          (In Thousands)                     2015                 2014                2015                 2014
Net Sales                             $      211,135        $      205,160      $     576,313        $     529,724
Gross Profit as Reported              $       19,908        $       22,365      $      64,505        $      62,149
Restructuring Charges                          7,088                     -             20,780                2,082
Acquisition Related Charges                        -                     -              1,172                    -
 Adjusted Gross Profit                $       26,996        $       22,365      $      86,457        $      64,231
Gross Profit % as Reported                       9.4  %               10.9  %            11.2  %              11.7  %
Adjusted Gross Profit %                         12.8  %               10.9  %            15.0  %              12.1  %
Segment Loss as Reported              $       (8,128 )      $       (4,913 )    $     (20,125 )      $     (16,783 )
Restructuring Charges                          8,031                     -             23,261                2,082
Acquisition Related Charges                      110                     -              1,641                    -
Adjusted Segment Income (Loss)        $           13        $       (4,913 )    $       4,777        $     (14,701 )
Segment Loss % as Reported                      (3.8 )%               (2.4 )%            (3.5 )%              (3.2 )%
Adjusted Segment Income (Loss) %                 0.0  %               (2.4 )%             0.8  %              (2.8 )%

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. Growing conditions in the Australia market improved in fiscal 2015, which led to increased net sales. Partially offsetting the increase was an unfavorable foreign exchange impact of $2.4 million, primarily related to the weakening of the Australian dollar and Brazilian real. In addition, generator sales decreased due to fewer major power outages.

Adjusted segment income in the third quarter of fiscal 2015 was $0.0 million, an improvement of $4.9 million from the prior year adjusted segment loss. The 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 of approximately 80 basis points primarily due to the weakening of the Australian dollar and Brazilian real.

Adjusted engineering, selling, general and administrative expenses remained consistent year over year. Higher spend due to the Allmand acquisition and increased compensation expense was offset by $2.3 million in savings related to the restructuring actions announced in July 2014.

Allmand Bros., Inc. 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 our Products segment, has historical annual net sales of approximately $80 million.

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Corporate Items:

The effective tax rates for the third quarter and first nine months of fiscal 2015 were 20.2% and 5.7%, compared to 26.1% and 26.6% for the same respective periods last year. The tax rates for the third quarter and first nine months of fiscal 2015 were primarily driven by incremental federal research & development (R&D) tax credits related to 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 2015 was 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 third quarter and the first nine months of fiscal 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.

Financial Position:

Net debt at March 29, 2015 was $235.4 million (total debt of $285.1 million less $49.7 million of cash), or $117.6 million higher than the $117.8 million (total debt of $225.0 million less $107.2 million of cash) at March 30, 2014. Cash flows used in operating activities for fiscal 2015 were $52.1 million compared to $14.0 million in fiscal 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. In addition, the Company paid cash of $59.9 million for the Allmand acquisition in the first nine months of fiscal 2015 compared to no acquisitions in the same respective period last year.

Restructuring:

During the third quarter of fiscal 2015, the Company made 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 initiated production of pressure washers at our 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 costs for the third quarter and first nine months of fiscal 2015 were $8.0 million and $23.3 million, respectively, and pre-tax savings were $2.3 million and $5.1 million, respectively. Pre-tax restructuring cost estimates for fiscal 2015 remain unchanged at $30 million to $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.

Share Repurchase Program:

On January 22, 2014, the Board of Directors of the Company authorized up to $50 million in funds for use in the Company's common share repurchase program. On August 13, 2014, the Board of Directors authorized up to an additional $50 million in funds for use in the common share repurchase program. 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 first nine months of fiscal 2015, the Company repurchased approximately 2.0 million shares on the open market at an average price of $19.40 per share. As of March 29, 2015, the Company has remaining authorization to repurchase up to approximately $48 million of common stock with an expiration date of June 30, 2016.

Outlook:

We are increasing our estimated earnings for fiscal 2015 to take into consideration the operating results and additional share repurchases during the first three fiscal quarters as well as the tax benefit of $4.7 million recognized in the third quarter for research and development tax credits. We have also considered the continued strengthening of the U.S. dollar relative to many currencies we sell in outside of the United States. We now project our fiscal 2015 full year net income to be in a range of $57 million to $64 million or $1.27 to $1.43 per diluted share prior to the impact of acquisition expenses, additional share repurchases, or costs related to our announced restructuring actions. We now project consolidated net sales for fiscal 2015 to be in a range of $1.90 billion to $1.95 billion. The decrease in the sales guidance is primarily related to slowing growth rates in sales of product in international regions as well as the impact of the strengthening U.S. dollar. We continue to estimate the retail market for U.S. lawn and garden products will increase an estimated 1-4% in the next season; however, it is possible that sales of lawn and garden products shift to later in the season due to retail sales patterns, retailer reorders, and OEM production schedules. Operating margins are expected to be in a range of 4.9% to 5.2%, an improvement over fiscal 2014 reflecting the strategic actions taken to focus on

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higher margin products and the positive impacts of the restructuring actions. Interest expense and other income are estimated to be approximately $19 million and $7 million, respectively. The effective tax rate excluding restructuring charges is projected to be in a range of 25% to 26% and capital expenditures are projected to be approximately $60 million to $65 million.

Conference Call Information:

The Company will host a conference call tomorrow at 9:00 AM (ET) to review this information. A live webcast of the conference call will be available on our corporate website: http://www.basco.com/investor relations.

Also available is a dial-in number to access the call real-time at (866) 804-3545. A replay will be offered beginning approximately two hours after the call ends and will be available for one week. Dial (888) 266-2081 to access the replay. The pass code will be 1649163.

Safe Harbor Statement:

This release contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. The words "anticipate", "believe", "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 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 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 undertake no obligation to update forward-looking statements made in this release to reflect events or circumstances after the date of this release.

About Briggs & Stratton Corporation:

Briggs & Stratton Corporation, headquartered in Milwaukee, Wisconsin, is the world's largest producer of gasoline engines for outdoor power equipment. Its wholly owned subsidiaries include North America's number one marketer of portable generators and pressure washers, and it is a leading designer, manufacturer and marketer of lawn and garden, turf care and job site products through its Simplicity®, Snapper®, Ferris®, Murray®, Allmand(TM), Branco® and Victa® brands. Briggs & Stratton products are designed, manufactured, marketed and serviced in over 100 countries on six continents.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
    Consolidated Statements of Operations for the Fiscal Periods Ended March
                     (In Thousands, except per share data)
                                  (Unaudited)
                                          Three Months Ended Fiscal March          Nine Months Ended Fiscal March
                                             2015                 2014                 2015                2014
NET SALES                             $       619,015       $       628,403     $     1,355,931       $  1,362,299
COST OF GOODS SOLD                            492,847               498,927           1,080,883          1,106,148
RESTRUCTURING CHARGES                           7,088                  (774 )            20,780              4,704
Gross Profit                                  119,080               130,250             254,268            251,447
ENGINEERING, SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES                        72,714                74,863             216,767            215,402
RESTRUCTURING CHARGES                             943                     -               2,481                425
Income from Operations                         45,423                55,387              35,020             35,620
INTEREST EXPENSE                               (5,233 )              (4,720 )           (14,641 )          (13,823 )
OTHER INCOME                                    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
EARNINGS PER SHARE
Basic                                 $          0.75       $          0.82     $          0.56       $       0.43
Diluted                                          0.75                  0.82                0.56               0.43
WEIGHTED AVERAGE SHARES OUTSTANDING
Basic                                          44,160                46,129              44,605             46,549
Diluted                                        44,241                46,245              44,656             46,615
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
           Consolidated Balance Sheets as of the End of Fiscal March
                                 (In Thousands)
                                  (Unaudited)
CURRENT ASSETS:                                     2015            2014
  Cash and Cash Equivalents                     $    49,694     $   107,238
  Accounts Receivable, Net                          315,725         338,834
  Inventories                                       446,896         395,304
  Deferred Income Tax Asset                          48,958          46,697
  Prepaid Expenses and Other Current Assets          35,463          24,579
  Total Current Assets                              896,736         912,652
OTHER ASSETS:
  Goodwill                                          156,278         147,055
  Investments                                        29,354          25,382
  Debt Issuance Costs, Net                            3,950           4,916
  Other Intangible Assets, Net                       95,405          85,728
  Deferred Income Tax Asset                             129          27,432
  Other Long-Term Assets, Net                        12,445          14,141
  Total Other Assets                                297,561         304,654
PLANT AND EQUIPMENT:
  At Cost                                         1,028,368       1,018,796
  Less - Accumulated Depreciation                   728,136         740,708
  Plant and Equipment, Net                          300,232         278,088
                                                $ 1,494,529     $ 1,495,394
CURRENT LIABILITIES:
  Accounts Payable                              $   197,476     $   186,652
  Short-Term Debt                                    60,100               -
  Accrued Liabilities                               158,644         153,284
  Total Current Liabilities                         416,220         339,936
OTHER LIABILITIES:
  Accrued Pension Cost                              107,992         138,242
  Accrued Employee Benefits                          24,487          23,616
  Accrued Postretirement Health Care Obligation      51,750          64,546
  Deferred Income Tax Liability                       3,414               -
  Other Long-Term Liabilities                        40,822          38,385
  Long-Term Debt                                    225,000         225,000
  Total Other Liabilities                           453,465         489,789
SHAREHOLDERS' INVESTMENT:
  Common Stock                                          579             579
  Additional Paid-In Capital                         76,332          77,234
  Retained Earnings                               1,056,981       1,046,307
  Accumulated Other Comprehensive Loss             (218,840 )      (210,352 )
  Treasury Stock, at Cost                          (290,208 )      (248,099 )
  Total Shareholders' Investment                    624,844         665,669
                                                $ 1,494,529     $ 1,495,394
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
                                 (In Thousands)
                                  (Unaudited)
                                                              Nine Months Ended Fiscal March
CASH FLOWS FROM OPERATING ACTIVITIES:                            2015                2014
  Net Income                                               $      25,586       $        20,506
  Adjustments to Reconcile Net Income to Net Cash Used in
  Operating Activities:
     Depreciation and Amortization                                39,302                38,333
     Stock Compensation Expense                                    4,840                 5,822
     Loss on Disposition of Plant and Equipment                      300                   462
     Provision (Credit) for Deferred Income Taxes                    914                (8,705 )
     Equity in Earnings of Unconsolidated Affiliates              (5,005 )              (4,277 )
     Dividends Received from Unconsolidated Affiliates             4,381                 4,069
     Non-Cash Restructuring Charges                               12,445                 3,386
  Changes in Operating Assets and Liabilities:
     Accounts Receivable                                         (88,898 )            (147,738 )
     Inventories                                                 (58,715 )              11,713
     Other Current Assets                                          5,917                (9,083 )
     Accounts Payable, Accrued Liabilities and Income
     Taxes                                                        18,844                76,335
  Other, Net                                                     (12,046 )              (4,856 )
     Net Cash Used in Operating Activities                       (52,135 )             (14,033 )
CASH FLOWS FROM INVESTING ACTIVITIES:
     Additions to Plant and Equipment                            (44,157 )             (29,471 )
     Cash Paid for Acquisitions, Net of Cash Acquired            (59,855 )                   -
     Proceeds Received on Disposition of Plant and
     Equipment                                                       318                   109
     Other, Net                                                     (250 )                   -
     Net Cash Used in Investing Activities                      (103,944 )             (29,362 )
CASH FLOWS FROM FINANCING ACTIVITIES:
     Net Borrowings on Revolver                                   60,100                     -
     Repayments of Short-Term Debt                                     -                  (300 )
     Debt Issuance Costs                                               -                  (949 )
     Cash Dividends Paid                                         (11,374 )             (11,387 )
     Stock Option Exercise Proceeds and Tax Benefits               3,921                 4,361
     Treasury Stock Purchases                                    (39,560 )             (30,066 )
     Net Cash Provided By (Used in) Financing Activities          13,087               (38,341 )
EFFECT OF EXCHANGE RATE CHANGES                                   (1,982 )                 529
NET DECREASE IN CASH AND CASH EQUIVALENTS                       (144,974 )             (81,207 )
CASH AND CASH EQUIVALENTS, Beginning                             194,668               188,445
CASH AND CASH EQUIVALENTS, Ending                          $      49,694       $       107,238
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Non-GAAP Financial Measures
Briggs & Stratton prepares its financial statements using Generally Accepted
Accounting Principles (GAAP). When a company discloses material information
containing non-GAAP financial measures, SEC regulations require that the
disclosure include a presentation of the most directly comparable GAAP measure
and a reconciliation of the GAAP and non-GAAP financial measures. Management's
inclusion of non-GAAP financial measures in this release is intended to
supplement, not replace, the presentation of the financial results in accordance
with GAAP. Briggs & Stratton Corporation management believes that these non-GAAP
financial measures, when considered together with the GAAP financial measures,
provide information that is useful to investors in understanding
period-over-period operating results separate and apart from items that may, or
could, have a disproportionately positive or negative impact on results in any
particular period. Management also believes that these non-GAAP financial
measures enhance the ability of investors to analyze our business trends and to
understand our performance. In addition, we may utilize non-GAAP financial
measures as a guide in our forecasting, budgeting and long-term planning
process. Non-GAAP financial measures should be considered in addition to, and
not as a substitute for, or superior to, financial measures presented in
accordance with GAAP. The following table is a reconciliation of the non-GAAP
financial measures:
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
        Adjusted Segment Information for the Fiscal Periods Ended March
                     (In Thousands, except per share data)
                                  (Unaudited)
--------------------------------------------------------------------------------
Three Months Ended Fiscal March
                               2015 Reported       Adjustments(1)      2015 Adjusted          2014 Reported      Adjustments(1)     2014 Adjusted
NET SALES:
Engines                       $      432,248     $              -     $      432,248         $      452,359     $           -      $      452,359
Products                             211,135                    -            211,135                205,160                 -             205,160
Inter-Segment Eliminations           (24,368 )                  -            (24,368 )              (29,116 )               -             (29,116 )
Total                         $      619,015     $              -     $      619,015         $      628,403     $           -      $      628,403
GROSS PROFIT:
Engines                       $       98,885     $              -     $       98,885         $      107,930     $        (774 )    $      107,156
Products                              19,908                7,088             26,996                 22,365                 -              22,365
Inter-Segment Eliminations               287                    -                287                    (45 )               -                 (45 )
Total                         $      119,080     $          7,088     $      126,168         $      130,250     $        (774 )    $      129,476
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) (2)
Engines                       $       54,928     $              -     $       54,928         $       62,071     $        (774 )    $       61,297
Products                              (8,128 )              8,141                 13                 (4,913 )               -              (4,913 )
Inter-Segment Eliminations               287                    -                287                    (45 )               -                 (45 )
Total                         $       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                           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. (2) The company defines segment income (loss) as income (loss) from operations plus equity in earnings of unconsolidated affiliates.

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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
        Adjusted Segment Information for the Fiscal Periods Ended March
                     (In Thousands, except per share data)
                                  (Unaudited)
--------------------------------------------------------------------------------
Nine Months Ended Fiscal March
                               2015 Reported      Adjustments(1)      2015 Adjusted         2014 Reported       Adjustments(1)      2014 Adjusted
NET SALES:
Engines                       $      857,067     $             -     $      857,067        $      901,858     $              -     $      901,858
Products                             576,313                   -            576,313               529,724                    -            529,724
Inter-Segment Eliminations           (77,449 )                 -            (77,449 )             (69,283 )                  -            (69,283 )
Total                         $    1,355,931     $             -     $    1,355,931        $    1,362,299     $              -     $    1,362,299
GROSS PROFIT:
Engines                       $      189,580     $             -     $      189,580        $      187,423     $          2,622     $      190,045
Products                              64,505              21,952             86,457                62,149                2,082             64,231
Inter-Segment Eliminations               183                   -                183                 1,875                    -              1,875
Total                         $      254,268     $        21,952     $      276,220        $      251,447     $          4,704     $      256,151
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) (2)
Engines                       $       59,967     $             -     $       59,967        $       54,805     $          3,047     $       57,852
Products                             (20,125 )            24,902              4,777               (16,783 )              2,082            (14,701 )
Inter-Segment Eliminations               183                   -                183                 1,875                    -              1,875
Total                         $       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                           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. (2) The company defines segment income (loss) as income (loss) from operations plus equity in earnings of unconsolidated affiliates.

Apr 23, 2015