x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Wisconsin
|
|
39-0182330
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Yes
x
No
o
|
|
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.
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
Yes
o
No
x
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
Class
|
|
Outstanding at May 4, 2012
|
COMMON STOCK, par value $0.01 per share
|
|
48,651,027
Shares
|
|
|
Page No.
|
|
|
|
PART I – FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1.
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II – OTHER INFORMATION
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
April 1,
2012 |
|
July 3,
2011 |
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and Cash Equivalents
|
|
$
|
16,445
|
|
|
$
|
209,639
|
|
Accounts Receivable, Net
|
|
485,811
|
|
|
249,358
|
|
||
Inventories -
|
|
|
|
|
||||
Finished Products and Parts
|
|
336,056
|
|
|
292,527
|
|
||
Work in Process
|
|
133,718
|
|
|
127,358
|
|
||
Raw Materials
|
|
10,428
|
|
|
7,206
|
|
||
Total Inventories
|
|
480,202
|
|
|
427,091
|
|
||
Deferred Income Tax Asset
|
|
42,924
|
|
|
42,163
|
|
||
Assets Held for Sale
|
|
10,846
|
|
|
14,075
|
|
||
Prepaid Expenses and Other Current Assets
|
|
24,551
|
|
|
36,413
|
|
||
Total Current Assets
|
|
1,060,779
|
|
|
978,739
|
|
||
OTHER ASSETS:
|
|
|
|
|
||||
Goodwill
|
|
205,354
|
|
|
202,940
|
|
||
Investments
|
|
21,583
|
|
|
21,017
|
|
||
Debt Issuance Costs, Net
|
|
5,975
|
|
|
4,919
|
|
||
Other Intangible Assets, Net
|
|
87,677
|
|
|
89,275
|
|
||
Long-Term Deferred Income Tax Asset
|
|
21,827
|
|
|
31,001
|
|
||
Other Long-Term Assets, Net
|
|
9,162
|
|
|
9,102
|
|
||
Total Other Assets
|
|
351,578
|
|
|
358,254
|
|
||
PLANT AND EQUIPMENT:
|
|
|
|
|
||||
Cost
|
|
1,033,202
|
|
|
1,015,554
|
|
||
Less - Accumulated Depreciation
|
|
724,709
|
|
|
686,329
|
|
||
Total Plant and Equipment, Net
|
|
308,493
|
|
|
329,225
|
|
||
TOTAL ASSETS
|
|
$
|
1,720,850
|
|
|
$
|
1,666,218
|
|
|
|
|
|
|
||||
|
|
April 1,
2012 |
|
July 3,
2011 |
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts Payable
|
|
$
|
224,045
|
|
|
$
|
183,733
|
|
Short-Term Debt
|
|
3,000
|
|
|
3,000
|
|
||
Accrued Liabilities
|
|
155,459
|
|
|
157,650
|
|
||
Total Current Liabilities
|
|
382,504
|
|
|
344,383
|
|
||
OTHER LIABILITIES:
|
|
|
|
|
||||
Accrued Pension Cost
|
|
160,804
|
|
|
191,417
|
|
||
Accrued Employee Benefits
|
|
24,321
|
|
|
24,100
|
|
||
Accrued Postretirement Health Care Obligation
|
|
108,054
|
|
|
116,092
|
|
||
Other Long-Term Liabilities
|
|
30,520
|
|
|
27,283
|
|
||
Long-Term Debt
|
|
271,000
|
|
|
225,000
|
|
||
Total Other Liabilities
|
|
594,699
|
|
|
583,892
|
|
||
SHAREHOLDERS’ INVESTMENT:
|
|
|
|
|
||||
Common Stock - Authorized 120,000 shares, $.01 par value, issued 57,854 shares
|
|
579
|
|
|
579
|
|
||
Additional Paid-In Capital
|
|
80,907
|
|
|
79,354
|
|
||
Retained Earnings
|
|
1,113,665
|
|
|
1,092,864
|
|
||
Accumulated Other Comprehensive Loss
|
|
(240,658
|
)
|
|
(243,498
|
)
|
||
Treasury Stock at cost, 8,710 and 7,373 shares, respectively
|
|
(210,846
|
)
|
|
(191,356
|
)
|
||
Total Shareholders’ Investment
|
|
743,647
|
|
|
737,943
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT
|
|
$
|
1,720,850
|
|
|
$
|
1,666,218
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
April 1,
2012 |
|
March 27,
2011 |
|
April 1,
2012 |
|
March 27,
2011 |
||||||||
NET SALES
|
|
$
|
720,097
|
|
|
$
|
720,333
|
|
|
$
|
1,565,341
|
|
|
$
|
1,504,773
|
|
COST OF GOODS SOLD
|
|
573,221
|
|
|
570,784
|
|
|
1,278,531
|
|
|
1,214,910
|
|
||||
RESTRUCTURING CHARGES
|
|
19,764
|
|
|
—
|
|
|
19,764
|
|
|
—
|
|
||||
Gross Profit
|
|
127,112
|
|
|
149,549
|
|
|
267,046
|
|
|
289,863
|
|
||||
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
73,668
|
|
|
70,997
|
|
|
214,638
|
|
|
212,475
|
|
||||
RESTRUCTURING CHARGES
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,537
|
|
||||
Income from Operations
|
|
53,444
|
|
|
78,552
|
|
|
52,408
|
|
|
73,851
|
|
||||
INTEREST EXPENSE
|
|
(4,811
|
)
|
|
(4,513
|
)
|
|
(13,945
|
)
|
|
(18,679
|
)
|
||||
OTHER INCOME, Net
|
|
1,566
|
|
|
2,207
|
|
|
4,749
|
|
|
5,280
|
|
||||
Income Before Income Taxes
|
|
50,199
|
|
|
76,246
|
|
|
43,212
|
|
|
60,452
|
|
||||
PROVISION FOR INCOME TAXES
|
|
10,262
|
|
|
24,725
|
|
|
5,798
|
|
|
18,298
|
|
||||
NET INCOME
|
|
$
|
39,937
|
|
|
$
|
51,521
|
|
|
$
|
37,414
|
|
|
$
|
42,154
|
|
EARNINGS PER SHARE DATA
|
|
|
|
|
|
|
|
|
||||||||
Weighted Average Shares Outstanding
|
|
48,882
|
|
|
49,726
|
|
|
49,323
|
|
|
49,672
|
|
||||
Basic Earnings Per Share
|
|
$
|
0.82
|
|
|
$
|
1.03
|
|
|
$
|
0.75
|
|
|
$
|
0.85
|
|
Diluted Average Shares Outstanding
|
|
49,857
|
|
|
50,465
|
|
|
50,264
|
|
|
50,243
|
|
||||
Diluted Earnings Per Share
|
|
$
|
0.80
|
|
|
$
|
1.02
|
|
|
$
|
0.74
|
|
|
$
|
0.84
|
|
DIVIDENDS PER SHARE
|
|
$
|
0.11
|
|
|
$
|
0.11
|
|
|
$
|
0.33
|
|
|
$
|
0.33
|
|
|
|
Nine Months Ended
|
||||||
|
|
April 1,
2012 |
|
March 27,
2011 |
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
||||
Net Income
|
|
$
|
37,414
|
|
|
$
|
42,154
|
|
Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities:
|
|
|
|
|
||||
Depreciation and Amortization
|
|
47,590
|
|
|
46,550
|
|
||
Stock Compensation Expense
|
|
4,497
|
|
|
8,773
|
|
||
Loss on Disposition of Plant and Equipment
|
|
81
|
|
|
1,353
|
|
||
Provision (Benefit) for Deferred Income Taxes
|
|
2,820
|
|
|
(690
|
)
|
||
Earnings of Unconsolidated Affiliates
|
|
(3,519
|
)
|
|
(3,879
|
)
|
||
Dividends Received from Unconsolidated Affiliates
|
|
4,029
|
|
|
6,980
|
|
||
Pension Cash Contributions
|
|
(24,134
|
)
|
|
—
|
|
||
Non-Cash Restructuring Charges
|
|
14,263
|
|
|
—
|
|
||
Change in Operating Assets and Liabilities:
|
|
|
|
|
||||
Increase in Accounts Receivable
|
|
(237,800
|
)
|
|
(187,030
|
)
|
||
Increase in Inventories
|
|
(56,411
|
)
|
|
(63,030
|
)
|
||
Decrease in Other Current Assets
|
|
18,349
|
|
|
12,970
|
|
||
Increase in Accounts Payable and Accrued Liabilities
|
|
33,605
|
|
|
43,165
|
|
||
Other, Net
|
|
(7,471
|
)
|
|
(7,659
|
)
|
||
Net Cash Used in Operating Activities
|
|
(166,687
|
)
|
|
(100,343
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
||||
Additions to Plant and Equipment
|
|
(31,815
|
)
|
|
(32,507
|
)
|
||
Proceeds Received on Disposition of Plant and Equipment
|
|
175
|
|
|
82
|
|
||
Payments for Acquisitions, Net of Cash Acquired
|
|
(2,673
|
)
|
|
—
|
|
||
Net Cash Used in Investing Activities
|
|
(34,313
|
)
|
|
(32,425
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
||||
Net Borrowings on Revolver
|
|
46,000
|
|
|
55,000
|
|
||
Proceeds from Long-Term Debt Financing
|
|
—
|
|
|
225,000
|
|
||
Debt Issuance Costs
|
|
(2,007
|
)
|
|
(4,994
|
)
|
||
Repayments on Long-Term Debt
|
|
—
|
|
|
(203,698
|
)
|
||
Treasury Stock Purchases
|
|
(22,689
|
)
|
|
—
|
|
||
Stock Option Exercise Proceeds and Tax Benefits
|
|
235
|
|
|
790
|
|
||
Cash Dividends Paid
|
|
(11,041
|
)
|
|
(11,074
|
)
|
||
Net Cash Provided by Financing Activities
|
|
10,498
|
|
|
61,024
|
|
||
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
(2,692
|
)
|
|
(1,994
|
)
|
||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
|
(193,194
|
)
|
|
(73,738
|
)
|
||
CASH AND CASH EQUIVALENTS, Beginning
|
|
209,639
|
|
|
116,554
|
|
||
CASH AND CASH EQUIVALENTS, Ending
|
|
$
|
16,445
|
|
|
$
|
42,816
|
|
|
|
Termination Benefits
|
|
Other Costs
|
|
Total
|
||||||
Reserve Balance at July 3, 2011
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Provisions
|
|
337
|
|
|
9,606
|
|
|
9,943
|
|
|||
Cash Expenditures
|
|
—
|
|
|
(131
|
)
|
|
(131
|
)
|
|||
Other Adjustments (1)
|
|
—
|
|
|
(5,379
|
)
|
|
(5,379
|
)
|
|||
Reserve Balance at April 1, 2012
|
|
$
|
337
|
|
|
$
|
4,096
|
|
|
$
|
4,433
|
|
|
|
Termination Benefits
|
|
Other Costs
|
|
Total
|
||||||
Reserve Balance at July 3, 2011
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Provisions
|
|
390
|
|
|
9,431
|
|
|
9,821
|
|
|||
Cash Expenditures
|
|
—
|
|
|
(766
|
)
|
|
(766
|
)
|
|||
Other Adjustments (2)
|
|
—
|
|
|
(8,665
|
)
|
|
(8,665
|
)
|
|||
Reserve Balance at April 1, 2012
|
|
$
|
390
|
|
|
$
|
—
|
|
|
$
|
390
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|||||||||||||
|
|
April 1,
2012 |
|
March 27,
2011 |
|
April 1,
2012 |
|
March 27,
2011 |
|
||||||||
Net Income
|
|
$
|
39,937
|
|
|
$
|
51,521
|
|
|
$
|
37,414
|
|
|
$
|
42,154
|
|
|
Less: Dividends Attributable to Unvested Shares
|
|
(48
|
)
|
|
(69
|
)
|
|
(254
|
)
|
|
(181
|
)
|
|
||||
Net Income Available to Common Shareholders
|
|
$
|
39,889
|
|
|
$
|
51,452
|
|
|
$
|
37,160
|
|
|
$
|
41,973
|
|
|
Weighted Average Shares Outstanding
|
|
48,882
|
|
|
49,726
|
|
|
49,323
|
|
|
49,672
|
|
|
||||
Diluted Average Shares Outstanding
|
|
49,857
|
|
|
50,465
|
|
|
50,264
|
|
|
50,243
|
|
|
||||
Basic Earnings Per Share
|
|
$
|
0.82
|
|
|
$
|
1.03
|
|
|
$
|
0.75
|
|
|
$
|
0.85
|
|
|
Diluted Earnings Per Share
|
|
$
|
0.80
|
|
|
$
|
1.02
|
|
|
$
|
0.74
|
|
|
$
|
0.84
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
April 1,
2012 |
|
March 27,
2011 |
|
April 1,
2012 |
|
March 27,
2011 |
|
|||||||
Options to Purchase Shares of Common Stock (in thousands)
|
|
3,575
|
|
|
2,637
|
|
|
4,041
|
|
|
3,960
|
|
|
|||
Weighted Average Exercise Price of Options Excluded
|
|
$
|
27.94
|
|
|
$
|
32.64
|
|
|
$
|
26.59
|
|
|
28.65
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
April 1,
2012 |
|
March 27,
2011 |
|
April 1,
2012 |
|
March 27,
2011 |
||||||||
Net Income
|
|
$
|
39,937
|
|
|
$
|
51,521
|
|
|
$
|
37,414
|
|
|
$
|
42,154
|
|
Cumulative Translation Adjustments
|
|
2,844
|
|
|
6,331
|
|
|
(6,442
|
)
|
|
16,839
|
|
||||
Unrealized Gain (Loss) on Derivative Instruments, Net of Tax
|
|
149
|
|
|
(1,757
|
)
|
|
(2,953
|
)
|
|
(10,069
|
)
|
||||
Unrecognized Pension & Postretirement Obligation, Net of Tax
|
|
4,078
|
|
|
4,221
|
|
|
12,235
|
|
|
12,637
|
|
||||
Total Comprehensive Income
|
|
$
|
47,008
|
|
|
$
|
60,316
|
|
|
$
|
40,254
|
|
|
$
|
61,561
|
|
|
|
April 1,
2012 |
|
July 3,
2011 |
||||
Cumulative Translation Adjustments
|
|
$
|
19,547
|
|
|
$
|
25,989
|
|
Unrealized Loss on Derivative Instruments
|
|
(5,196
|
)
|
|
(2,243
|
)
|
||
Unrecognized Pension & Postretirement Obligation
|
|
(255,009
|
)
|
|
(267,244
|
)
|
||
Accumulated Other Comprehensive Loss
|
|
$
|
(240,658
|
)
|
|
$
|
(243,498
|
)
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
|
April 1,
2012 |
|
March 27,
2011 |
|
April 1,
2012 |
|
March 27,
2011 |
||||||||
Components of Net Periodic Expense:
|
|
|
|
|
|
|
|
|
||||||||
Service Cost
|
|
$
|
3,443
|
|
|
$
|
3,367
|
|
|
$
|
102
|
|
|
$
|
121
|
|
Interest Cost on Projected Benefit Obligation
|
|
14,317
|
|
|
14,172
|
|
|
1,687
|
|
|
1,787
|
|
||||
Expected Return on Plan Assets
|
|
(19,174
|
)
|
|
(19,244
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of:
|
|
|
|
|
|
|
|
|
||||||||
Transition Obligation
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
||||
Prior Service Cost (Credit)
|
|
725
|
|
|
765
|
|
|
(959
|
)
|
|
(872
|
)
|
||||
Actuarial Loss
|
|
4,623
|
|
|
4,443
|
|
|
2,295
|
|
|
2,566
|
|
||||
Net Periodic Expense
|
|
$
|
3,936
|
|
|
$
|
3,505
|
|
|
$
|
3,125
|
|
|
$
|
3,602
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
|
|
Nine Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
April 1,
2012 |
|
March 27,
2011 |
|
April 1,
2012 |
|
March 27,
2011 |
||||||||
Components of Net Periodic Expense:
|
|
|
|
|
|
|
|
|
||||||||
Service Cost
|
|
$
|
10,328
|
|
|
$
|
10,143
|
|
|
$
|
307
|
|
|
$
|
364
|
|
Interest Cost on Projected Benefit Obligation
|
|
42,952
|
|
|
42,517
|
|
|
5,062
|
|
|
5,333
|
|
||||
Expected Return on Plan Assets
|
|
(57,522
|
)
|
|
(57,731
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of:
|
|
|
|
|
|
|
|
|
||||||||
Transition Obligation
|
|
6
|
|
|
6
|
|
|
—
|
|
|
—
|
|
||||
Prior Service Cost (Credit)
|
|
2,174
|
|
|
2,294
|
|
|
(2,877
|
)
|
|
(2,611
|
)
|
||||
Actuarial Loss
|
|
13,870
|
|
|
13,328
|
|
|
6,884
|
|
|
7,707
|
|
||||
Net Periodic Expense
|
|
$
|
11,808
|
|
|
$
|
10,557
|
|
|
$
|
9,376
|
|
|
$
|
10,793
|
|
Contract
|
|
Notional Amount
|
||||||
|
|
|
|
April 1,
2012 |
|
July 3,
2011 |
||
Interest Rate:
|
|
|
|
|
|
|
||
LIBOR Interest Rate (U.S. Dollars)
|
|
Fixed
|
|
60,000
|
|
|
—
|
|
Foreign Currency:
|
|
|
|
|
|
|
||
Australian Dollar
|
|
Sell
|
|
34,673
|
|
|
34,295
|
|
Canadian Dollar
|
|
Sell
|
|
2,000
|
|
|
10,700
|
|
Euro
|
|
Sell
|
|
45,500
|
|
|
41,500
|
|
Japanese Yen
|
|
Buy
|
|
425,000
|
|
|
—
|
|
Swedish Krona
|
|
Buy
|
|
6,500
|
|
|
—
|
|
Commodity:
|
|
|
|
|
|
|
||
Natural Gas (Therms)
|
|
Buy
|
|
4,966
|
|
|
11,187
|
|
Aluminum (Metric Tons)
|
|
Buy
|
|
26
|
|
|
8
|
|
Steel (Metric Tons)
|
|
Buy
|
|
—
|
|
|
1
|
|
Balance Sheet Location
|
|
Asset (Liability) Fair Value
|
||||||
|
|
April 1,
2012 |
|
July 3,
2011 |
||||
Interest rate contract
|
|
|
|
|
||||
Other Long-Term Liabilities
|
|
(796
|
)
|
|
—
|
|
||
Foreign currency contracts
|
|
|
|
|
||||
Other Current Assets
|
|
1,865
|
|
|
108
|
|
||
Accrued Liabilities
|
|
(1,226
|
)
|
|
(3,550
|
)
|
||
Other Long-Term Liabilities
|
|
—
|
|
|
(280
|
)
|
||
Commodity contracts
|
|
|
|
|
||||
Other Current Assets
|
|
—
|
|
|
26
|
|
||
Accrued Liabilities
|
|
(5,523
|
)
|
|
(1,937
|
)
|
||
Other Long-Term Liabilities
|
|
(117
|
)
|
|
(91
|
)
|
||
|
|
$
|
(5,797
|
)
|
|
$
|
(5,724
|
)
|
|
|
Three months ended April 1, 2012
|
||||||||||||
|
|
Recognized in Earnings
|
||||||||||||
|
|
Amount of Gain (Loss)
Recognized in Other
Comprehensive Income
on Derivatives, Net of
Taxes (Effective
Portion)
|
|
Classification of
Gain (Loss)
|
|
Amount of Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Recognized in
Earnings
(Ineffective Portion)
|
||||||
Interest rate contract
|
|
$
|
28
|
|
|
Net Sales
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency contracts - sell
|
|
(1,830
|
)
|
|
Net Sales
|
|
1,364
|
|
|
—
|
|
|||
Foreign currency contracts - buy
|
|
—
|
|
|
Cost of Goods Sold
|
|
26
|
|
|
—
|
|
|||
Commodity contracts
|
|
1,951
|
|
|
Cost of Goods Sold
|
|
(3,400
|
)
|
|
4
|
|
|||
|
|
$
|
149
|
|
|
|
|
$
|
(2,010
|
)
|
|
$
|
4
|
|
|
|
Three months ended March 27, 2011
|
||||||||||||
|
|
Recognized in Earnings
|
||||||||||||
|
|
Amount of Gain (Loss)
Recognized in Other
Comprehensive Income
on Derivatives, Net of
Taxes (Effective
Portion)
|
|
Classification of
Gain (Loss)
|
|
Amount of Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Recognized in
Earnings
(Ineffective Portion)
|
||||||
Foreign currency contracts - sell
|
|
$
|
(2,574
|
)
|
|
Net Sales
|
|
$
|
1,162
|
|
|
$
|
—
|
|
Foreign currency contracts - buy
|
|
(13
|
)
|
|
Cost of Goods Sold
|
|
48
|
|
|
—
|
|
|||
Commodity contracts
|
|
830
|
|
|
Cost of Goods Sold
|
|
(1,088
|
)
|
|
(34
|
)
|
|||
|
|
$
|
(1,757
|
)
|
|
|
|
$
|
122
|
|
|
$
|
(34
|
)
|
|
|
Nine months ended April 1, 2012
|
||||||||||||
|
|
Recognized in Earnings
|
||||||||||||
|
|
Amount of Gain (Loss)
Recognized in Other
Comprehensive Income
on Derivatives, Net of
Taxes (Effective
Portion)
|
|
Classification of
Gain (Loss)
|
|
Amount of Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Recognized in
Earnings
(Ineffective Portion)
|
||||||
Interest rate contract
|
|
$
|
(485
|
)
|
|
Net Sales
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency contracts - sell
|
|
922
|
|
|
Net Sales
|
|
1,302
|
|
|
—
|
|
|||
Foreign currency contracts - buy
|
|
—
|
|
|
Cost of Goods Sold
|
|
(31
|
)
|
|
—
|
|
|||
Commodity contracts
|
|
(3,390
|
)
|
|
Cost of Goods Sold
|
|
(4,641
|
)
|
|
(18
|
)
|
|||
|
|
$
|
(2,953
|
)
|
|
|
|
$
|
(3,370
|
)
|
|
$
|
(18
|
)
|
|
|
Nine months ended March 27, 2011
|
||||||||||||
|
|
Recognized in Earnings
|
||||||||||||
|
|
Amount of Gain (Loss)
Recognized in Other
Comprehensive Income
on Derivatives, Net of
Taxes (Effective
Portion)
|
|
Classification of
Gain (Loss)
|
|
Amount of Gain (Loss)
Reclassified from
AOCI into Income
(Effective Portion)
|
|
Recognized in
Earnings
(Ineffective Portion)
|
||||||
Foreign currency contracts - sell
|
|
$
|
(10,273
|
)
|
|
Net Sales
|
|
$
|
2,923
|
|
|
$
|
—
|
|
Foreign currency contracts - buy
|
|
(11
|
)
|
|
Cost of Goods Sold
|
|
(404
|
)
|
|
—
|
|
|||
Commodity contracts
|
|
215
|
|
|
Cost of Goods Sold
|
|
(2,217
|
)
|
|
47
|
|
|||
|
|
$
|
(10,069
|
)
|
|
|
|
$
|
302
|
|
|
$
|
47
|
|
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
|
|
April 1, 2012
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
1,865
|
|
|
$
|
—
|
|
|
$
|
1,865
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
7,662
|
|
|
$
|
—
|
|
|
$
|
7,662
|
|
|
$
|
—
|
|
|
|
July 3, 2011
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
134
|
|
|
$
|
—
|
|
|
$
|
134
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
5,858
|
|
|
$
|
—
|
|
|
$
|
5,858
|
|
|
$
|
—
|
|
|
|
Nine Months Ended
|
||||||
|
|
April 1,
2012 |
|
March 27,
2011 |
||||
Beginning Balance
|
|
$
|
45,995
|
|
|
$
|
41,945
|
|
Payments
|
|
(19,994
|
)
|
|
(21,860
|
)
|
||
Provision for Current Year Warranties
|
|
23,377
|
|
|
25,977
|
|
||
Changes in Estimates
|
|
(3,847
|
)
|
|
724
|
|
||
Ending Balance
|
|
$
|
45,531
|
|
|
$
|
46,786
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
|
|
April 1,
2012 |
|
March 27,
2011 |
|
April 1,
2012 |
|
March 27,
2011 |
|
||||||||
NET SALES:
|
|
|
|
|
|
|
|
|
|
||||||||
Engines
|
|
$
|
498,009
|
|
|
$
|
503,809
|
|
|
$
|
987,486
|
|
|
$
|
1,007,250
|
|
|
Products
|
|
281,271
|
|
|
267,535
|
|
|
731,969
|
|
|
621,484
|
|
|
||||
Inter-Segment Eliminations
|
|
(59,183
|
)
|
|
(51,011
|
)
|
|
(154,114
|
)
|
|
(123,961
|
)
|
|
||||
Total *
|
|
$
|
720,097
|
|
|
$
|
720,333
|
|
|
$
|
1,565,341
|
|
|
$
|
1,504,773
|
|
|
* International sales included in net sales based on product shipment destination
|
|
$
|
203,276
|
|
|
$
|
217,228
|
|
|
$
|
529,709
|
|
|
$
|
543,687
|
|
|
GROSS PROFIT:
|
|
|
|
|
|
|
|
|
|
||||||||
Engines
|
|
$
|
100,320
|
|
|
$
|
124,362
|
|
|
$
|
186,555
|
|
|
$
|
235,567
|
|
|
Products
|
|
27,246
|
|
|
25,828
|
|
|
81,675
|
|
|
55,219
|
|
|
||||
Inter-Segment Eliminations
|
|
(454
|
)
|
|
(641
|
)
|
|
(1,184
|
)
|
|
(923
|
)
|
|
||||
Total
|
|
$
|
127,112
|
|
|
$
|
149,549
|
|
|
$
|
267,046
|
|
|
$
|
289,863
|
|
|
INCOME (LOSS) FROM OPERATIONS:
|
|
|
|
|
|
|
|
|
|
||||||||
Engines
|
|
$
|
55,051
|
|
|
$
|
77,463
|
|
|
$
|
51,875
|
|
|
$
|
92,312
|
|
|
Products
|
|
(1,153
|
)
|
|
1,730
|
|
|
1,717
|
|
|
(17,538
|
)
|
|
||||
Inter-Segment Eliminations
|
|
(454
|
)
|
|
(641
|
)
|
|
(1,184
|
)
|
|
(923
|
)
|
|
||||
Total
|
|
$
|
53,444
|
|
|
$
|
78,552
|
|
|
$
|
52,408
|
|
|
$
|
73,851
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
||||||||||||
|
|
April 1,
2012 |
|
March 27,
2011 |
|
April 1,
2012 |
|
March 27,
2011 |
|
||||||||
PRE-TAX RESTRUCTURING CHARGES INCLUDED IN GROSS PROFIT:
|
|
|
|
|
|
|
|
|
|
||||||||
Engines
|
|
$
|
9,943
|
|
|
$
|
—
|
|
|
$
|
9,943
|
|
|
$
|
—
|
|
|
Products
|
|
9,821
|
|
|
—
|
|
|
9,821
|
|
|
—
|
|
|
||||
Total
|
|
$
|
19,764
|
|
|
$
|
—
|
|
|
$
|
19,764
|
|
|
$
|
—
|
|
|
|
|
April 1,
2012 |
|
July 3,
2011 |
||||
Revolving Credit Facility
|
|
$
|
46,000
|
|
|
$
|
—
|
|
Senior Notes
|
|
225,000
|
|
|
225,000
|
|
||
|
|
$
|
271,000
|
|
|
$
|
225,000
|
|
|
|
April 1, 2012 Carrying Amount
|
|
Maximum
Guarantee
|
||||
Senior Notes
|
|
$
|
225,000
|
|
|
$
|
225,000
|
|
Revolving Credit Facility
|
|
$
|
46,000
|
|
|
$
|
500,000
|
|
|
|
Briggs &
Stratton
Corporation
|
|
Guarantor
Subsidiary
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Current Assets
|
|
$
|
525,821
|
|
|
$
|
457,378
|
|
|
$
|
256,305
|
|
|
$
|
(178,725
|
)
|
|
$
|
1,060,779
|
|
Investment in Subsidiaries
|
|
620,378
|
|
|
—
|
|
|
—
|
|
|
(620,378
|
)
|
|
—
|
|
|||||
Non-Current Assets
|
|
435,027
|
|
|
216,310
|
|
|
43,446
|
|
|
(34,712
|
)
|
|
660,071
|
|
|||||
|
|
$
|
1,581,226
|
|
|
$
|
673,688
|
|
|
$
|
299,751
|
|
|
$
|
(833,815
|
)
|
|
$
|
1,720,850
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
$
|
328,340
|
|
|
$
|
125,258
|
|
|
$
|
107,631
|
|
|
$
|
(178,725
|
)
|
|
$
|
382,504
|
|
Other Long-Term Obligations
|
|
509,239
|
|
|
84,101
|
|
|
36,071
|
|
|
(34,712
|
)
|
|
594,699
|
|
|||||
Shareholders’ Investment
|
|
743,647
|
|
|
464,329
|
|
|
156,049
|
|
|
(620,378
|
)
|
|
743,647
|
|
|||||
|
|
$
|
1,581,226
|
|
|
$
|
673,688
|
|
|
$
|
299,751
|
|
|
$
|
(833,815
|
)
|
|
$
|
1,720,850
|
|
|
|
Briggs &
Stratton
Corporation
|
|
Guarantor
Subsidiary
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Current Assets
|
|
$
|
519,783
|
|
|
$
|
343,266
|
|
|
$
|
254,548
|
|
|
$
|
(138,858
|
)
|
|
$
|
978,739
|
|
Investment in Subsidiaries
|
|
617,553
|
|
|
—
|
|
|
—
|
|
|
(617,553
|
)
|
|
—
|
|
|||||
Non-Current Assets
|
|
455,876
|
|
|
229,054
|
|
|
40,617
|
|
|
(38,068
|
)
|
|
687,479
|
|
|||||
|
|
$
|
1,593,212
|
|
|
$
|
572,320
|
|
|
$
|
295,165
|
|
|
$
|
(794,479
|
)
|
|
$
|
1,666,218
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current Liabilities
|
|
$
|
292,908
|
|
|
$
|
88,888
|
|
|
$
|
101,445
|
|
|
$
|
(138,858
|
)
|
|
$
|
344,383
|
|
Other Long-Term Obligations
|
|
562,361
|
|
|
20,988
|
|
|
38,611
|
|
|
(38,068
|
)
|
|
583,892
|
|
|||||
Shareholders’ Investment
|
|
737,943
|
|
|
462,444
|
|
|
155,109
|
|
|
(617,553
|
)
|
|
737,943
|
|
|||||
|
|
$
|
1,593,212
|
|
|
$
|
572,320
|
|
|
$
|
295,165
|
|
|
$
|
(794,479
|
)
|
|
$
|
1,666,218
|
|
|
|
Briggs &
Stratton
Corporation
|
|
Guarantor
Subsidiary
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
|
$
|
463,323
|
|
|
$
|
247,241
|
|
|
$
|
95,522
|
|
|
$
|
(85,989
|
)
|
|
$
|
720,097
|
|
Cost of Goods Sold
|
|
365,386
|
|
|
219,150
|
|
|
74,674
|
|
|
(85,989
|
)
|
|
573,221
|
|
|||||
Restructuring Charges
|
|
267
|
|
|
8,189
|
|
|
11,308
|
|
|
—
|
|
|
19,764
|
|
|||||
Gross Profit
|
|
97,670
|
|
|
19,902
|
|
|
9,540
|
|
|
—
|
|
|
127,112
|
|
|||||
Engineering, Selling, General and Administrative Expenses
|
|
44,262
|
|
|
20,963
|
|
|
8,443
|
|
|
—
|
|
|
73,668
|
|
|||||
Equity in Income from Subsidiaries
|
|
156
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
|||||
Income (Loss) from Operations
|
|
53,252
|
|
|
(1,061
|
)
|
|
1,097
|
|
|
156
|
|
|
53,444
|
|
|||||
Interest Expense
|
|
(4,760
|
)
|
|
(7
|
)
|
|
(44
|
)
|
|
—
|
|
|
(4,811
|
)
|
|||||
Other Income, Net
|
|
871
|
|
|
(5
|
)
|
|
700
|
|
|
—
|
|
|
1,566
|
|
|||||
Income (Loss) before Income Taxes
|
|
49,363
|
|
|
(1,073
|
)
|
|
1,753
|
|
|
156
|
|
|
50,199
|
|
|||||
Provision (Credit) for Income Taxes
|
|
9,426
|
|
|
(474
|
)
|
|
1,310
|
|
|
—
|
|
|
10,262
|
|
|||||
Net Income (Loss)
|
|
$
|
39,937
|
|
|
$
|
(599
|
)
|
|
$
|
443
|
|
|
$
|
156
|
|
|
$
|
39,937
|
|
|
|
Briggs &
Stratton
Corporation
|
|
Guarantor
Subsidiary
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
|
$
|
475,609
|
|
|
$
|
230,744
|
|
|
$
|
96,985
|
|
|
$
|
(83,005
|
)
|
|
$
|
720,333
|
|
Cost of Goods Sold
|
|
364,609
|
|
|
216,465
|
|
|
72,715
|
|
|
(83,005
|
)
|
|
570,784
|
|
|||||
Gross Profit
|
|
111,000
|
|
|
14,279
|
|
|
24,270
|
|
|
—
|
|
|
149,549
|
|
|||||
Engineering, Selling, General and Administrative Expenses
|
|
39,225
|
|
|
18,466
|
|
|
13,306
|
|
|
—
|
|
|
70,997
|
|
|||||
Equity in Income from Subsidiaries
|
|
(7,840
|
)
|
|
—
|
|
|
—
|
|
|
7,840
|
|
|
—
|
|
|||||
Income (Loss) from Operations
|
|
79,615
|
|
|
(4,187
|
)
|
|
10,964
|
|
|
(7,840
|
)
|
|
78,552
|
|
|||||
Interest Expense
|
|
(4,452
|
)
|
|
(16
|
)
|
|
(45
|
)
|
|
—
|
|
|
(4,513
|
)
|
|||||
Other Income (Expense), Net
|
|
1,294
|
|
|
(15
|
)
|
|
928
|
|
|
—
|
|
|
2,207
|
|
|||||
Income (Loss) before Income Taxes
|
|
76,457
|
|
|
(4,218
|
)
|
|
11,847
|
|
|
(7,840
|
)
|
|
76,246
|
|
|||||
Provision (Credit) for Income Taxes
|
|
24,936
|
|
|
(2,273
|
)
|
|
2,062
|
|
|
—
|
|
|
24,725
|
|
|||||
Net Income (Loss)
|
|
$
|
51,521
|
|
|
$
|
(1,945
|
)
|
|
$
|
9,785
|
|
|
$
|
(7,840
|
)
|
|
$
|
51,521
|
|
|
|
Briggs &
Stratton
Corporation
|
|
Guarantor
Subsidiary
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
|
$
|
928,028
|
|
|
$
|
637,814
|
|
|
$
|
250,532
|
|
|
$
|
(251,033
|
)
|
|
$
|
1,565,341
|
|
Cost of Goods Sold
|
|
757,396
|
|
|
569,435
|
|
|
202,733
|
|
|
(251,033
|
)
|
|
1,278,531
|
|
|||||
Restructuring Charges
|
|
267
|
|
|
8,189
|
|
|
11,308
|
|
|
—
|
|
|
19,764
|
|
|||||
Gross Profit
|
|
170,365
|
|
|
60,190
|
|
|
36,491
|
|
|
—
|
|
|
267,046
|
|
|||||
Engineering, Selling, General and Administrative Expenses
|
|
125,802
|
|
|
57,845
|
|
|
30,991
|
|
|
—
|
|
|
214,638
|
|
|||||
Equity in Income from Subsidiaries
|
|
(3,484
|
)
|
|
—
|
|
|
—
|
|
|
3,484
|
|
|
—
|
|
|||||
Income from Operations
|
|
48,047
|
|
|
2,345
|
|
|
5,500
|
|
|
(3,484
|
)
|
|
52,408
|
|
|||||
Interest Expense
|
|
(13,801
|
)
|
|
(28
|
)
|
|
(116
|
)
|
|
—
|
|
|
(13,945
|
)
|
|||||
Other Income, Net
|
|
3,280
|
|
|
160
|
|
|
1,309
|
|
|
—
|
|
|
4,749
|
|
|||||
Income before Income Taxes
|
|
37,526
|
|
|
2,477
|
|
|
6,693
|
|
|
(3,484
|
)
|
|
43,212
|
|
|||||
Provision for Income Taxes
|
|
112
|
|
|
1,067
|
|
|
4,619
|
|
|
—
|
|
|
5,798
|
|
|||||
Net Income
|
|
$
|
37,414
|
|
|
$
|
1,410
|
|
|
$
|
2,074
|
|
|
$
|
(3,484
|
)
|
|
$
|
37,414
|
|
|
|
Briggs &
Stratton
Corporation
|
|
Guarantor
Subsidiary
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
|
$
|
953,379
|
|
|
$
|
526,106
|
|
|
$
|
257,130
|
|
|
$
|
(231,842
|
)
|
|
$
|
1,504,773
|
|
Cost of Goods Sold
|
|
749,351
|
|
|
497,147
|
|
|
200,254
|
|
|
(231,842
|
)
|
|
1,214,910
|
|
|||||
Gross Profit
|
|
204,028
|
|
|
28,959
|
|
|
56,876
|
|
|
—
|
|
|
289,863
|
|
|||||
Engineering, Selling, General and Administrative Expenses
|
|
123,622
|
|
|
52,064
|
|
|
36,789
|
|
|
—
|
|
|
212,475
|
|
|||||
Restructuring Charges
|
|
559
|
|
|
2,978
|
|
|
—
|
|
|
—
|
|
|
3,537
|
|
|||||
Equity in Income from Subsidiaries
|
|
(1,351
|
)
|
|
—
|
|
|
—
|
|
|
1,351
|
|
|
—
|
|
|||||
Income (Loss) from Operations
|
|
81,198
|
|
|
(26,083
|
)
|
|
20,087
|
|
|
(1,351
|
)
|
|
73,851
|
|
|||||
Interest Expense
|
|
(18,510
|
)
|
|
(53
|
)
|
|
(116
|
)
|
|
—
|
|
|
(18,679
|
)
|
|||||
Other Income (Expense), Net
|
|
3,112
|
|
|
298
|
|
|
1,870
|
|
|
—
|
|
|
5,280
|
|
|||||
Income (Loss) before Income Taxes
|
|
65,800
|
|
|
(25,838
|
)
|
|
21,841
|
|
|
(1,351
|
)
|
|
60,452
|
|
|||||
Provision (Credit) for Income Taxes
|
|
23,646
|
|
|
(9,917
|
)
|
|
4,569
|
|
|
—
|
|
|
18,298
|
|
|||||
Net Income (Loss)
|
|
$
|
42,154
|
|
|
$
|
(15,921
|
)
|
|
$
|
17,272
|
|
|
$
|
(1,351
|
)
|
|
$
|
42,154
|
|
|
|
Briggs &
Stratton
Corporation
|
|
Guarantor
Subsidiary
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Cash Used in Operating Activities
|
|
$
|
(93,275
|
)
|
|
$
|
(54,687
|
)
|
|
$
|
(31,062
|
)
|
|
$
|
12,337
|
|
|
$
|
(166,687
|
)
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to Plant and Equipment
|
|
(26,152
|
)
|
|
(3,996
|
)
|
|
(1,667
|
)
|
|
—
|
|
|
(31,815
|
)
|
|||||
Proceeds Received from Disposition of Plant and Equipment
|
|
121
|
|
|
50
|
|
|
4
|
|
|
—
|
|
|
175
|
|
|||||
Cash Investment in Subsidiary
|
|
2,141
|
|
|
—
|
|
|
(6,939
|
)
|
|
4,798
|
|
|
—
|
|
|||||
Payments for Acquisitions, Net of Cash Acquired
|
|
—
|
|
|
—
|
|
|
(2,673
|
)
|
|
—
|
|
|
(2,673
|
)
|
|||||
Net Cash Used in Investing Activities
|
|
(23,890
|
)
|
|
(3,946
|
)
|
|
(11,275
|
)
|
|
4,798
|
|
|
(34,313
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt
|
|
(5,014
|
)
|
|
57,621
|
|
|
5,730
|
|
|
(12,337
|
)
|
|
46,000
|
|
|||||
Capital Contributions
|
|
—
|
|
|
—
|
|
|
4,798
|
|
|
(4,798
|
)
|
|
—
|
|
|||||
Debt Issuance Costs
|
|
(2,007
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,007
|
)
|
|||||
Treasury Stock Purchases
|
|
(22,689
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,689
|
)
|
|||||
Stock Option Exercise Proceeds and Tax Benefits
|
|
235
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
235
|
|
|||||
Cash Dividends Paid
|
|
(11,041
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,041
|
)
|
|||||
Net Cash Provided by (Used in) Financing Activities
|
|
(40,516
|
)
|
|
57,621
|
|
|
10,528
|
|
|
(17,135
|
)
|
|
10,498
|
|
|||||
Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents
|
|
—
|
|
|
—
|
|
|
(2,692
|
)
|
|
—
|
|
|
(2,692
|
)
|
|||||
Net Decrease in Cash and Cash Equivalents
|
|
(157,681
|
)
|
|
(1,012
|
)
|
|
(34,501
|
)
|
|
—
|
|
|
(193,194
|
)
|
|||||
Cash and Cash Equivalents, Beginning
|
|
158,672
|
|
|
1,372
|
|
|
49,595
|
|
|
—
|
|
|
209,639
|
|
|||||
Cash and Cash Equivalents, Ending
|
|
$
|
991
|
|
|
$
|
360
|
|
|
$
|
15,094
|
|
|
$
|
—
|
|
|
$
|
16,445
|
|
|
|
Briggs &
Stratton
Corporation
|
|
Guarantor
Subsidiary
|
|
Non-
Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Cash Provided by (Used in) Operating Activities
|
|
$
|
(44,952
|
)
|
|
$
|
(57,984
|
)
|
|
$
|
16,138
|
|
|
$
|
(13,545
|
)
|
|
$
|
(100,343
|
)
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to Plant and Equipment
|
|
(24,479
|
)
|
|
(6,293
|
)
|
|
(1,735
|
)
|
|
—
|
|
|
(32,507
|
)
|
|||||
Proceeds Received from Disposition of Plant and Equipment
|
|
17
|
|
|
39
|
|
|
26
|
|
|
—
|
|
|
82
|
|
|||||
Cash Investment in Subsidiary
|
|
2,708
|
|
|
—
|
|
|
(2,800
|
)
|
|
92
|
|
|
—
|
|
|||||
Net Cash Used in Investing Activities
|
|
(21,754
|
)
|
|
(6,254
|
)
|
|
(4,509
|
)
|
|
92
|
|
|
(32,425
|
)
|
|||||
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Borrowings on Loans, Notes Payable and Long-Term Debt
|
|
(6,445
|
)
|
|
63,256
|
|
|
5,946
|
|
|
13,545
|
|
|
76,302
|
|
|||||
Capital Contributions
|
|
—
|
|
|
—
|
|
|
92
|
|
|
(92
|
)
|
|
—
|
|
|||||
Debt Issuance Costs
|
|
(4,994
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,994
|
)
|
|||||
Stock Option Exercise Proceeds and Tax Benefits
|
|
790
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
790
|
|
|||||
Cash Dividends Paid
|
|
(11,074
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,074
|
)
|
|||||
Net Cash Provided by (Used in) Financing Activities
|
|
(21,723
|
)
|
|
63,256
|
|
|
6,038
|
|
|
13,453
|
|
|
61,024
|
|
|||||
Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents
|
|
—
|
|
|
—
|
|
|
(1,994
|
)
|
|
—
|
|
|
(1,994
|
)
|
|||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
|
(88,429
|
)
|
|
(982
|
)
|
|
15,673
|
|
|
—
|
|
|
(73,738
|
)
|
|||||
Cash and Cash Equivalents, Beginning
|
|
100,880
|
|
|
3,675
|
|
|
11,999
|
|
|
—
|
|
|
116,554
|
|
|||||
Cash and Cash Equivalents, Ending
|
|
$
|
12,451
|
|
|
$
|
2,693
|
|
|
$
|
27,672
|
|
|
$
|
—
|
|
|
$
|
42,816
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
|
April 1,
2012 |
|
March 27,
2011 |
|
April 1,
2012 |
|
March 27,
2011 |
||||||||
Engines
|
|
|
|
|
|
|
|
|
||||||||
Engines Net Sales
|
|
$
|
489,009
|
|
|
$
|
503,809
|
|
|
$
|
987,486
|
|
|
$
|
1,007,250
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross Profit
|
|
$
|
100,320
|
|
|
$
|
124,362
|
|
|
$
|
186,555
|
|
|
$
|
235,567
|
|
Restructuring Charges
|
|
9,943
|
|
|
—
|
|
|
9,943
|
|
|
—
|
|
||||
Adjusted Engines Gross Profit (1)
|
|
$
|
110,263
|
|
|
$
|
124,362
|
|
|
$
|
196,498
|
|
|
$
|
235,567
|
|
|
|
|
|
|
|
|
|
|
||||||||
Engines Gross Profit % as Reported
|
|
20.1
|
%
|
|
24.7
|
%
|
|
18.9
|
%
|
|
23.4
|
%
|
||||
Adjusted Engines Gross Profit % (1)
|
|
22.1
|
%
|
|
24.7
|
%
|
|
19.9
|
%
|
|
23.4
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Products
|
|
|
|
|
|
|
|
|
||||||||
Products Net Sales
|
|
$
|
281,271
|
|
|
$
|
267,535
|
|
|
$
|
731,969
|
|
|
$
|
621,484
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross Profit
|
|
$
|
27,246
|
|
|
$
|
25,828
|
|
|
$
|
81,675
|
|
|
$
|
55,219
|
|
Restructuring Charges
|
|
9,821
|
|
|
—
|
|
|
9,821
|
|
|
—
|
|
||||
Adjusted Products Gross Profit (1)
|
|
$
|
37,067
|
|
|
$
|
25,828
|
|
|
$
|
91,496
|
|
|
$
|
55,219
|
|
|
|
|
|
|
|
|
|
|
||||||||
Products Gross Profit % as Reported
|
|
9.7
|
%
|
|
9.7
|
%
|
|
11.2
|
%
|
|
8.9
|
%
|
||||
Adjusted Products Gross Profit % (1)
|
|
13.2
|
%
|
|
9.7
|
%
|
|
12.5
|
%
|
|
8.9
|
%
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Inter-Segment Eliminations
|
|
(454
|
)
|
|
(641
|
)
|
|
(1,184
|
)
|
|
(923
|
)
|
||||
Adjusted Gross Profit (1)
|
|
$
|
146,876
|
|
|
$
|
149,549
|
|
|
$
|
286,810
|
|
|
$
|
289,863
|
|
(1)
|
Adjusted gross profit is a non-GAAP financial measure. The Company believes this information is meaningful to investors as it isolates the impact that restructuring charges have on gross profit and facilitates comparisons between peer companies. While the Company believes that adjusted gross profit is useful supplemental information, such adjusted results are not intended to replace our Generally Accepted Accounting Principles’ (“GAAP”) financial results and should be read in conjunction with those GAAP results.
|
2012 Fiscal Month
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of a Publicly Announced Program (1)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
|
||||||
January 2, 2012 to January 29, 2012
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
38,614,620
|
|
January 30, 2012 to February 26, 2012
|
|
206,500
|
|
|
16.92
|
|
|
206,500
|
|
|
35,120,640
|
|
||
February 27, 2012 to April 1, 2012
|
|
450,900
|
|
|
17.32
|
|
|
450,900
|
|
|
27,311,052
|
|
||
Total Third Quarter
|
|
657,400
|
|
|
$
|
17.20
|
|
|
657,400
|
|
|
$
|
27,311,052
|
|
(1)
|
On August 10, 2011, the Board of Directors of the Company authorized up to
$50 million
in funds for use in a common share repurchase program with an expiration of June 30, 2013.
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1
|
|
Amended and Restated Supplemental Employee Retirement Plan (Filed herewith)
|
|
|
|
10.2
|
|
Amended and Restated Supplemental Executive Retirement Plan (Filed herewith)
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 (Filed herewith)
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 (Filed herewith)
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (Furnished herewith)
|
|
|
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (Furnished herewith)
|
|
|
|
101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Cash Flows, and (iv) related Notes to Condensed Consolidated Financial Statements
|
|
|
|
BRIGGS & STRATTON CORPORATION
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
May 9, 2012
|
|
/s/ David J. Rodgers
|
|
|
|
|
David J. Rodgers
|
|
|
|
|
Senior Vice President and Chief Financial Officer and
Duly Authorized Officer
|
|
Exhibit
Number
|
|
Description
|
|
|
|
10.1
|
|
Amended and Restated Supplemental Employee Retirement Plan (Filed herewith)
|
|
|
|
10.2
|
|
Amended and Restated Supplemental Executive Retirement Plan (Filed herewith)
|
|
|
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 (Filed herewith)
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 (Filed herewith)
|
|
|
|
32.1
|
|
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (Furnished herewith)
|
|
|
|
32.2
|
|
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002 (Furnished herewith)
|
|
|
|
101
|
|
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended April 1, 2012 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Condensed Balance Sheets, (ii) the Consolidated Condensed Statements of Operations, (iii) the Consolidated Condensed Statements of Cash Flows, and (iv) related Notes to Condensed Consolidated Financial Statements
|
|
|
|
|
Page
|
PREAMBLE
|
|
.
|
|
1
|
ARTICLE I
|
|
GENERAL
|
|
2
|
1.1
|
|
Code
|
|
2
|
1.2
|
|
Committee
|
|
2
|
1.3
|
|
Deferred Compensation Plan
|
|
2
|
1.4
|
|
Disability
|
|
2
|
1.5
|
|
Employer
|
|
2
|
1.6
|
|
Plan
|
|
2
|
1.7
|
|
Pension Plan
|
|
2
|
1.8
|
|
Separation from Service
|
|
2
|
1.9
|
|
Service
|
|
4
|
ARTICLE II
|
|
ELIGIBILITY
|
|
5
|
2.1
|
|
Persons Eligible As Participants Under The Plan
|
|
5
|
ARTICLE III
|
|
RETIREMENT BENEFITS
|
|
6
|
3.1
|
|
Time of Commencement and Amount
|
|
6
|
3.2
|
|
Manner of Payment
|
|
7
|
3.3
|
|
Pre-retirement Spousal Survivor Annuity
|
|
8
|
3.4
|
|
Pre-retirement Death Benefit
|
|
8
|
3.5
|
|
Six Month Delay in Benefit Commencement
|
|
9
|
3.6
|
|
Interpretation
|
|
9
|
3.7
|
|
Delayed Distribution
|
|
10
|
3.8
|
|
Inclusion in Income Under Section 409A
|
|
10
|
3.9
|
|
Domestic Relations Order
|
|
11
|
3.10
|
|
De Minimis Amounts
|
|
11
|
ARTICLE IV
|
|
AMENDMENT AND TERMINATION
|
|
12
|
4.1
|
|
Amendment and Termination
|
|
12
|
ARTICLE V
|
|
ADMINISTRATION
|
|
13
|
5.1
|
|
In General
|
|
13
|
5.2
|
|
Committee Discretion
|
|
13
|
5.3
|
|
Committee Members’ Conflict of Interest
|
|
13
|
5.4
|
|
Governing Law
|
|
13
|
5.5
|
|
Expenses
|
|
13
|
5.6
|
|
Minor or Incompetent Payees
|
|
14
|
5.7
|
|
Withholding
|
|
14
|
5.8
|
|
Indemnification
|
|
14
|
ARTICLE VI
|
|
BENEFITS UNFUNDED
|
|
15
|
6.1
|
|
Unsecured Claim
|
|
15
|
|
|
i
|
|
|
|
|
|
|
Page
|
6.2
|
|
Grantor Trust Only
|
|
15
|
ARTICLE VII
|
|
NONALIENATION OF BENEFITS
|
|
16
|
ARTICLE VIII
|
|
CLAIMS PROCEDURE
|
|
17
|
8.1
|
|
Claims
|
|
17
|
8.2
|
|
Timing of Notification of Claim Determination
|
|
17
|
8.3
|
|
Manner and Content of Notification of Claim Determination
|
|
17
|
8.4
|
|
Appeal Procedure
|
|
17
|
8.5
|
|
Timing of Notification of Claim Determination on Appeal
|
|
18
|
8.6
|
|
Manner and Content of Notification of Claim Determination on Appeal
|
|
18
|
8.7
|
|
Disability Claims
|
|
18
|
ARTICLE IX
|
|
MISCELLANEOUS
|
|
19
|
9.1
|
|
No Right to Continued Employment
|
|
19
|
9.2
|
|
Impact on Other Plans
|
|
19
|
9.3
|
|
Severability
|
|
19
|
9.4
|
|
Gender and Number
|
|
19
|
9.5
|
|
Evidence Conclusive
|
|
19
|
9.6
|
|
Status of Plan Under ERISA
|
|
19
|
9.7
|
|
Name and Address Changes
|
|
19
|
9.8
|
|
Limitations on Provisions
|
|
20
|
9.9
|
|
Identity of Payee
|
|
20
|
|
|
ii
|
|
|
(a)
|
to construe and interpret the Plan and to make equitable adjustments for any mistakes or errors made in the administration thereof;
|
(b)
|
to prescribe such procedures, rules and regulations as it shall deem necessary or proper for the efficient administration of the Plan or any of its duties hereunder;
|
(c)
|
to decide questions of eligibility and determine the amount, manner and time of payment of any benefits and to direct the payment of the same by the Employer;
|
(d)
|
to prescribe the form and manner of application for any benefits hereunder and forms to be used in the general administration hereof; and
|
(e)
|
to receive from the Employer and Participants or their beneficiaries such information as shall be necessary for the proper administration of the Plan.
|
(a)
|
The specific reason or reasons for the adverse determination;
|
(b)
|
Reference to the specific plan provisions on which the determination is based;
|
(c)
|
A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
|
(d)
|
A description of the plan’s claim appeal procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) following an adverse claim determination on appeal.
|
(a)
|
The specific reason or reasons for the adverse determination;
|
(b)
|
Reference to the specific plan provisions on which the determination is based;
|
(c)
|
A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits.
|
(d)
|
A statement of the claimant’s right to bring an action under section 502(a) of ERISA.
|
|
|
|
|
Page
|
PREAMBLE
|
|
.
|
|
1
|
ARTICLE I
|
|
GENERAL
|
|
2
|
1.1
|
|
Code
|
|
2
|
1.2
|
|
Committee
|
|
2
|
1.3
|
|
Deferred Compensation Plan
|
|
2
|
1.4
|
|
Disability
|
|
2
|
1.5
|
|
Employer
|
|
2
|
1.6
|
|
Plan
|
|
2
|
1.7
|
|
Pension Plan
|
|
2
|
1.8
|
|
Separation from Service
|
|
2
|
1.9
|
|
Service
|
|
4
|
ARTICLE II
|
|
ELIGIBILITY
|
|
5
|
2.1
|
|
Persons Eligible As Participants Under The Plan
|
|
5
|
ARTICLE III
|
|
RETIREMENT BENEFITS
|
|
6
|
3.1
|
|
Time of Commencement and Amount
|
|
6
|
3.2
|
|
Manner of Payment
|
|
8
|
3.3
|
|
Pre-retirement Spousal Survivor Annuity
|
|
8
|
3.4
|
|
Pre-retirement Death Benefit
|
|
9
|
3.5
|
|
Six Month Delay in Benefit Commencement
|
|
9
|
3.6
|
|
Interpretation
|
|
10
|
3.7
|
|
Delayed Distribution
|
|
10
|
3.8
|
|
Inclusion in Income Under Section 409A
|
|
11
|
3.9
|
|
Domestic Relations Order
|
|
11
|
3.10
|
|
De Minimis Amounts
|
|
11
|
3.11
|
|
Special Enhancement
|
|
11
|
ARTICLE IV
|
|
AMENDMENT AND TERMINATION
|
|
13
|
4.1
|
|
Amendment and Termination
|
|
13
|
ARTICLE V
|
|
ADMINISTRATION
|
|
14
|
5.1
|
|
In General
|
|
14
|
5.2
|
|
Committee Discretion
|
|
14
|
5.3
|
|
Committee Members’ Conflict of Interest
|
|
14
|
|
i
|
|
|
|
|
|
Page
|
5.4
|
|
Governing Law
|
|
14
|
5.5
|
|
Expenses
|
|
14
|
5.6
|
|
Minor or Incompetent Payees
|
|
15
|
5.7
|
|
Withholding
|
|
15
|
5.8
|
|
Indemnification
|
|
15
|
ARTICLE VI
|
|
BENEFITS UNFUNDED
|
|
16
|
6.1
|
|
Unsecured Claim
|
|
16
|
6.2
|
|
Grantor Trust Only
|
|
16
|
ARTICLE VII
|
|
NONALIENATION OF BENEFITS
|
|
17
|
ARTICLE VIII
|
|
CLAIMS PROCEDURE
|
|
18
|
8.1
|
|
Claims
|
|
18
|
8.2
|
|
Timing of Notification of Claim Determination
|
|
18
|
8.3
|
|
Manner and Content of Notification of Claim Determination
|
|
18
|
8.4
|
|
Appeal Procedure
|
|
18
|
8.5
|
|
Timing of Notification of Claim Determination on Appeal
|
|
19
|
8.6
|
|
Manner and Content of Notification of Claim Determination on Appeal
|
|
19
|
8.7
|
|
Disability Claims
|
|
19
|
ARTICLE IX
|
|
MISCELLANEOUS
|
|
20
|
9.1
|
|
No Right to Continued Employment
|
|
20
|
9.2
|
|
Impact on Other Plans
|
|
20
|
9.3
|
|
Severability
|
|
20
|
9.4
|
|
Gender and Number
|
|
20
|
9.5
|
|
Evidence Conclusive
|
|
20
|
9.6
|
|
Status of Plan Under ERISA
|
|
20
|
9.7
|
|
Name and Address Changes
|
|
20
|
9.8
|
|
Limitations on Provisions
|
|
21
|
9.9
|
|
Identity of Payee
|
|
21
|
|
ii
|
|
Employment Termination Date
|
Additional Years of Service
and Credited Service
|
On or after July 1, 2007, but before July 1, 2008
|
1
|
On or after July 1, 2008, but before July 1, 2009
|
2
|
On or after July 1, 2009, but before July 1, 2010
|
3
|
On or after July 1, 2010, but before July 1, 2011
|
4
|
On or after July 1, 2011
|
5
|
(a)
|
to construe and interpret the Plan and to make equitable adjustments for any mistakes or errors made in the administration thereof;
|
(b)
|
to prescribe such procedures, rules and regulations as it shall deem necessary or proper for the efficient administration of the Plan or any of its duties hereunder;
|
(c)
|
to decide questions of eligibility and determine the amount, manner and time of payment of any benefits and to direct the payment of the same by the Employer;
|
(d)
|
to prescribe the form and manner of application for any benefits hereunder and forms to be used in the general administration hereof; and
|
(e)
|
to receive from the Employer and Participants or their beneficiaries such information as shall be necessary for the proper administration of the Plan.
|
(a)
|
The specific reason or reasons for the adverse determination;
|
(b)
|
Reference to the specific plan provisions on which the determination is based;
|
(c)
|
A description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and
|
(d)
|
A description of the plan's claim appeal procedures and the time limits applicable to such procedures, including a statement of the claimant's right to bring a civil action under Section 502(a) of the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”) following an adverse claim determination on appeal.
|
(a)
|
The specific reason or reasons for the adverse determination;
|
(b)
|
Reference to the specific plan provisions on which the determination is based;
|
(c)
|
A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant's claim for benefits.
|
(d)
|
A statement of the claimant's right to bring an action under section 502(a) of ERISA.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Briggs & Stratton Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 9, 2012
|
|
/s/ Todd J. Teske
|
|
|
|
Todd J. Teske
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Briggs & Stratton Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 9, 2012
|
|
/s/ David J. Rodgers
|
|
|
|
David J. Rodgers
|
|
|
|
Chief Financial Officer
|
/s/ Todd J. Teske
|
Todd J. Teske
|
Chief Executive Officer
|
May 9, 2012
|
/s/ David J. Rodgers
|
David J. Rodgers
|
Chief Financial Officer
|
May 9, 2012
|