x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Wisconsin
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|
39-0182330
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(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
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Title of Each Class
|
|
Name of Each Exchange on Which Registered
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Common Stock (par value $0.01 per share)
|
|
New York Stock Exchange
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Common Share Purchase Rights
|
|
New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
|
¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PART I
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Page
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|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
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||
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PART II
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|
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Item 5.
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||
Item 6.
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||
Item 7.
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||
Item 7A.
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||
Item 8.
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||
Item 9.
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||
Item 9A.
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||
Item 9B.
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PART III
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Item 10.
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||
Item 11.
|
||
Item 12.
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||
Item 13.
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Item 14.
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PART IV
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|
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Item 15.
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||
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ITEM 1.
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BUSINESS
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ITEM 1A.
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RISK FACTORS
|
•
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we will have to use a portion of our cash flow from operations for debt service rather than for our operations;
|
•
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we may not be able to obtain additional debt financing for future working capital, capital expenditures or other corporate purposes or may have to pay more for such financing;
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•
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some or all of the debt under our current or future revolving credit facilities will be at a variable interest rate, making us more vulnerable to increases in interest rates;
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•
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we could be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry conditions;
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•
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we may be more vulnerable to general adverse economic and industry conditions; and
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•
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we may be disadvantaged compared to competitors with less leverage.
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•
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incur more debt;
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•
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pay dividends, redeem stock or make other distributions;
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•
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make certain investments;
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•
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create liens;
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•
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transfer or sell assets;
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•
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merge or consolidate; and
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•
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enter into transactions with our affiliates.
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•
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requiring a supermajority vote of shareholders, in addition to any vote otherwise required, to approve business combinations not meeting adequacy of price standards;
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•
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prohibiting some business combinations between an interested shareholder and us for a period of three years, unless the combination was approved by our board of directors prior to the time the shareholder became a 10% or greater beneficial owner of our shares or under some other circumstances;
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•
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limiting actions that we can take while a takeover offer for us is being made or after a takeover offer has been publicly announced; and
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•
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limiting the voting power of shareholders who own more than 20% of our stock.
|
•
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quarterly fluctuation in our operating income and earnings per share results;
|
•
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decline in demand for our products;
|
•
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significant strategic actions by our competitors, including new product introductions or technological advances;
|
•
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fluctuations in interest rates;
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•
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cost increases in energy, raw materials or labor;
|
•
|
changes in revenue or earnings estimates or publication of research reports by analysts; and
|
•
|
domestic and international economic and political factors unrelated to our performance.
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ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
|
|
|
|
|
|
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Location
|
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Type of Property
|
|
Owned/Leased
|
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Segment
|
U.S. Locations:
|
|
|
|
|
|
|
Auburn, Alabama
|
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Manufacturing, office and warehouse
|
|
Owned and Leased
|
|
Engines
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McDonough, Georgia
|
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Manufacturing, office and warehouse
|
|
Owned and Leased
|
|
Products
|
Statesboro, Georgia
|
|
Manufacturing, office and warehouse
|
|
Owned and Leased
|
|
Engines
|
Murray, Kentucky
|
|
Manufacturing, office and warehouse
|
|
Owned and Leased
|
|
Engines
|
Poplar Bluff, Missouri
|
|
Manufacturing, office and warehouse
|
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Owned and Leased
|
|
Engines
|
Munnsville, New York
|
|
Manufacturing and office
|
|
Owned
|
|
Products
|
Sherrill, New York
|
|
Warehouse
|
|
Leased
|
|
Products
|
Dyersburg, Tennessee
|
|
Warehouse
|
|
Leased
|
|
Products
|
Menomonee Falls, Wisconsin
|
|
Distribution and office
|
|
Leased
|
|
Engines, Products
|
Wauwatosa, Wisconsin
|
|
Manufacturing, office and warehouse
|
|
Owned
|
|
Engines, Products, Corporate
|
|
|
|
|
|||
Non-U.S. Locations:
|
|
|
|
|
|
|
Melbourne, Australia
|
|
Office and warehouse
|
|
Leased
|
|
Engines, Products
|
Sydney, Australia
|
|
Manufacturing and office
|
|
Leased
|
|
Products
|
Curitiba, Brazil
|
|
Office and warehouse
|
|
Leased
|
|
Engines, Products
|
Mississauga, Canada
|
|
Office and warehouse
|
|
Leased
|
|
Products
|
Chongqing, China
|
|
Manufacturing, office and warehouse
|
|
Owned
|
|
Engines
|
Shanghai, China
|
|
Office and warehouse
|
|
Leased
|
|
Engines, Products
|
Queretaro, Mexico
|
|
Office and warehouse
|
|
Leased
|
|
Engines, Products
|
Nijmegen, Netherlands
|
|
Distribution and office
|
|
Leased
|
|
Engines
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
2013 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)
|
||||||
April 1, 2013 to April 28, 2013
|
|
85,588
|
|
|
$
|
23.35
|
|
|
85,588
|
|
|
$
|
35,655,412
|
|
April 29, 2013 to May 26, 2013
|
|
89,695
|
|
|
22.81
|
|
|
89,695
|
|
|
33,609,469
|
|
||
May 27, 2013 to June 30, 2013
|
|
155,078
|
|
|
21.00
|
|
|
155,078
|
|
|
30,352,831
|
|
||
Total Fourth Quarter
|
|
330,361
|
|
|
$
|
22.10
|
|
|
330,361
|
|
|
$
|
30,352,831
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Fiscal Year
|
|
2013
(1)
|
|
|
2012
(2)
|
|
|
2011
(3)
|
|
|
2010
(4)
|
|
|
2009
(5)
|
|
|||||
(dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SUMMARY OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET SALES
|
|
$
|
1,862,498
|
|
|
$
|
2,066,533
|
|
|
$
|
2,109,998
|
|
|
$
|
2,027,872
|
|
|
$
|
2,092,189
|
|
GROSS PROFIT
|
|
329,140
|
|
|
336,725
|
|
|
398,316
|
|
|
379,935
|
|
|
333,679
|
|
|||||
PROVISION (CREDIT) FOR INCOME TAXES
|
|
(18,484
|
)
|
|
867
|
|
|
7,699
|
|
|
12,458
|
|
|
8,437
|
|
|||||
NET INCOME (LOSS)
|
|
(33,657
|
)
|
|
29,006
|
|
|
24,355
|
|
|
36,615
|
|
|
31,972
|
|
|||||
EARNINGS (LOSS) PER SHARE OF COMMON STOCK:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
(0.73
|
)
|
|
0.58
|
|
|
0.49
|
|
|
0.73
|
|
|
0.64
|
|
|||||
Diluted
|
|
(0.73
|
)
|
|
0.57
|
|
|
0.48
|
|
|
0.73
|
|
|
0.64
|
|
|||||
PER SHARE OF COMMON STOCK:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Dividends
|
|
0.48
|
|
|
0.44
|
|
|
0.44
|
|
|
0.44
|
|
|
0.77
|
|
|||||
Shareholders’ Investment
|
|
$
|
14.16
|
|
|
$
|
12.91
|
|
|
$
|
14.85
|
|
|
$
|
13.10
|
|
|
$
|
14.01
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in 000’s)
|
|
47,172
|
|
|
48,965
|
|
|
49,677
|
|
|
49,668
|
|
|
49,572
|
|
|||||
DILUTED NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in 000’s)
|
|
47,172
|
|
|
49,909
|
|
|
50,409
|
|
|
50,064
|
|
|
49,725
|
|
|||||
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SHAREHOLDERS’ INVESTMENT
|
|
$
|
667,938
|
|
|
$
|
631,970
|
|
|
$
|
737,943
|
|
|
$
|
650,577
|
|
|
$
|
694,684
|
|
LONG-TERM DEBT
|
|
225,000
|
|
|
225,000
|
|
|
225,000
|
|
|
—
|
|
|
281,104
|
|
|||||
CAPITAL LEASES
|
|
—
|
|
|
133
|
|
|
571
|
|
|
1,041
|
|
|
1,807
|
|
|||||
TOTAL ASSETS
|
|
1,447,551
|
|
|
1,608,231
|
|
|
1,666,218
|
|
|
1,690,057
|
|
|
1,619,023
|
|
|||||
PLANT AND EQUIPMENT
|
|
1,019,355
|
|
|
1,026,845
|
|
|
1,016,892
|
|
|
979,898
|
|
|
991,682
|
|
|||||
PLANT AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION
|
|
287,195
|
|
|
301,249
|
|
|
329,225
|
|
|
337,763
|
|
|
360,175
|
|
|||||
PROVISION FOR DEPRECIATION
|
|
52,290
|
|
|
60,297
|
|
|
59,920
|
|
|
62,999
|
|
|
63,981
|
|
|||||
EXPENDITURES FOR PLANT AND EQUIPMENT
|
|
44,878
|
|
|
49,573
|
|
|
59,919
|
|
|
44,443
|
|
|
43,027
|
|
|||||
WORKING CAPITAL
|
|
$
|
584,226
|
|
|
$
|
605,591
|
|
|
$
|
634,356
|
|
|
$
|
342,132
|
|
|
$
|
561,431
|
|
Current Ratio
|
|
3.1 to 1
|
|
|
3.0 to 1
|
|
|
2.8 to 1
|
|
|
1.6 to 1
|
|
|
2.9 to 1
|
|
|||||
NUMBER OF EMPLOYEES AT YEAR-END
|
|
5,980
|
|
|
6,321
|
|
|
6,716
|
|
|
6,362
|
|
|
6,847
|
|
|||||
NUMBER OF SHAREHOLDERS AT YEAR-END
|
|
3,153
|
|
|
3,184
|
|
|
3,289
|
|
|
3,453
|
|
|
3,509
|
|
|||||
QUOTED MARKET PRICE:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
$
|
25.52
|
|
|
$
|
20.81
|
|
|
$
|
24.18
|
|
|
$
|
24.26
|
|
|
$
|
21.51
|
|
Low
|
|
$
|
16.20
|
|
|
$
|
12.36
|
|
|
$
|
16.50
|
|
|
$
|
12.89
|
|
|
$
|
11.13
|
|
(1)
|
In fiscal 2013, the Company had goodwill and tradename impairment charges of $62.0 million after-tax, or $1.30 per diluted share, restructuring charges of $15.5 million after-tax, or $0.33 per diluted share, and a litigation settlement of $1.2 million after-tax, or $0.03 per diluted share.
|
(2)
|
In fiscal 2012, the Company had restructuring charges of $28.8 million after-tax, or $0.58 per diluted share.
|
(3)
|
In fiscal 2011, the Company had a goodwill impairment charge of $34.3 million after-tax, or $0.68 per diluted share, restructuring charges of $2.2 million after-tax, or $0.04 per diluted share, and debt redemption costs of $2.4 million after-tax, or $0.05 per diluted share.
|
(4)
|
In fiscal 2010, the Company had a litigation settlement of $18.7 million after-tax, or $0.37 per diluted share. Included in working capital as of June 27, 2010 was a Current Maturity of Long-Term Debt of $203.5 million.
|
(5)
|
In fiscal 2009, the Company had restructuring charges of $3.5 million after-tax, or $0.07 per diluted share.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
For the Fiscal Years Ended
|
|||||||||||||||||||
|
|
June 30, 2013
|
|
July 1, 2012
|
|
July 3, 2011
|
|||||||||||||||
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
|
Dollars
|
|
Percent
|
|||||||||
Net Sales
|
|
$
|
1,862,498
|
|
|
100.0
|
%
|
|
$
|
2,066,533
|
|
|
100.0
|
%
|
|
$
|
2,109,998
|
|
|
100.0
|
%
|
Cost of Goods Sold
|
|
1,514,597
|
|
|
81.3
|
%
|
|
1,685,048
|
|
|
81.5
|
%
|
|
1,711,682
|
|
|
81.1
|
%
|
|||
Restructuring Charges
|
|
18,761
|
|
|
1.0
|
%
|
|
44,760
|
|
|
2.2
|
%
|
|
—
|
|
|
—
|
%
|
|||
Gross Profit
|
|
329,140
|
|
|
17.7
|
%
|
|
336,725
|
|
|
16.3
|
%
|
|
398,316
|
|
|
18.9
|
%
|
|||
Engineering, Selling, General and Administrative Expenses
|
|
276,188
|
|
|
14.8
|
%
|
|
290,381
|
|
|
14.1
|
%
|
|
297,113
|
|
|
14.1
|
%
|
|||
Restructuring Charges
|
|
3,435
|
|
|
0.2
|
%
|
|
5,107
|
|
|
0.2
|
%
|
|
3,537
|
|
|
0.2
|
%
|
|||
Goodwill and Tradename Impairment
|
|
90,080
|
|
|
4.8
|
%
|
|
—
|
|
|
—
|
%
|
|
49,450
|
|
|
2.3
|
%
|
|||
Income (Loss) from Operations
|
|
(40,563
|
)
|
|
(2.2
|
)%
|
|
41,237
|
|
|
2.0
|
%
|
|
48,216
|
|
|
2.3
|
%
|
|||
Interest Expense
|
|
(18,519
|
)
|
|
(1.0
|
)%
|
|
(18,542
|
)
|
|
(0.9
|
)%
|
|
(23,318
|
)
|
|
(1.1
|
)%
|
|||
Other Income, Net
|
|
6,941
|
|
|
0.4
|
%
|
|
7,178
|
|
|
0.3
|
%
|
|
7,156
|
|
|
0.3
|
%
|
|||
Income (Loss) Before Income Taxes
|
|
(52,141
|
)
|
|
(2.8
|
)%
|
|
29,873
|
|
|
1.4
|
%
|
|
32,054
|
|
|
1.5
|
%
|
|||
Provision (Credit) for Income Taxes
|
|
(18,484
|
)
|
|
(1.0
|
)%
|
|
867
|
|
|
—
|
%
|
|
7,699
|
|
|
0.4
|
%
|
|||
Net Income (Loss)
|
|
$
|
(33,657
|
)
|
|
(1.8
|
)%
|
|
$
|
29,006
|
|
|
1.4
|
%
|
|
$
|
24,355
|
|
|
1.2
|
%
|
|
|
For the Fiscal Years Ended
|
||||||||||
|
|
June 30,
2013 |
|
July 1,
2012 |
|
July 3,
2011 |
||||||
Engines
|
|
|
|
|
|
|
||||||
Engines Net Sales
|
|
$
|
1,189,674
|
|
|
$
|
1,309,942
|
|
|
$
|
1,399,532
|
|
|
|
|
|
|
|
|
||||||
Engines Gross Profit as Reported
|
|
$
|
236,486
|
|
|
$
|
250,323
|
|
|
$
|
319,584
|
|
Restructuring Charges
|
|
9,008
|
|
|
14,257
|
|
|
—
|
|
|||
Adjusted Engines Gross Profit (1)
|
|
$
|
245,494
|
|
|
$
|
264,580
|
|
|
$
|
319,584
|
|
|
|
|
|
|
|
|
||||||
Engines Gross Profit % as Reported
|
|
19.9
|
%
|
|
19.1
|
%
|
|
22.8
|
%
|
|||
Adjusted Engines Gross Profit % (1)
|
|
20.6
|
%
|
|
20.2
|
%
|
|
22.8
|
%
|
|||
|
|
|
|
|
|
|
||||||
Products
|
|
|
|
|
|
|
||||||
Products Net Sales
|
|
$
|
805,450
|
|
|
$
|
952,110
|
|
|
$
|
878,998
|
|
|
|
|
|
|
|
|
||||||
Products Gross Profit as Reported
|
|
$
|
87,392
|
|
|
$
|
86,193
|
|
|
$
|
77,406
|
|
Restructuring Charges
|
|
9,753
|
|
|
30,503
|
|
|
—
|
|
|||
Adjusted Products Gross Profit (1)
|
|
$
|
97,145
|
|
|
$
|
116,696
|
|
|
$
|
77,406
|
|
|
|
|
|
|
|
|
||||||
Products Gross Profit % as Reported
|
|
10.9
|
%
|
|
9.1
|
%
|
|
8.8
|
%
|
|||
Adjusted Products Gross Profit % (1)
|
|
12.1
|
%
|
|
12.3
|
%
|
|
8.8
|
%
|
|||
|
|
|
|
|
|
|
||||||
Inter-Segment Eliminations
|
|
5,262
|
|
|
209
|
|
|
1,326
|
|
|||
Adjusted Gross Profit (1)
|
|
$
|
347,901
|
|
|
$
|
381,485
|
|
|
$
|
398,316
|
|
(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 reporting periods and 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.
|
|
|
For the Fiscal Years Ended
|
||||||||||
|
|
June 30,
2013 |
|
July 1,
2012 |
|
July 3,
2011 |
||||||
INCOME (LOSS) FROM OPERATIONS
|
|
|
|
|
|
|
||||||
Engines
|
|
|
|
|
|
|
||||||
Engines Income from Operations
|
|
$
|
59,093
|
|
|
$
|
66,559
|
|
|
$
|
120,402
|
|
Restructuring Charges
|
|
12,443
|
|
|
18,314
|
|
|
559
|
|
|||
Litigation Settlement
|
|
1,877
|
|
|
—
|
|
|
—
|
|
|||
Adjusted Engines Income from Operations (1)
|
|
$
|
73,413
|
|
|
$
|
84,873
|
|
|
$
|
120,961
|
|
|
|
|
|
|
|
|
||||||
Products
|
|
|
|
|
|
|
||||||
Products Income (Loss) from Operations
|
|
$
|
(104,918
|
)
|
|
$
|
(25,531
|
)
|
|
$
|
(73,512
|
)
|
Restructuring Charges
|
|
9,753
|
|
|
31,553
|
|
|
2,978
|
|
|||
Goodwill and Tradename Impairment
|
|
90,080
|
|
|
—
|
|
|
49,450
|
|
|||
Adjusted Products Income (Loss) from Operations (1)
|
|
$
|
(5,085
|
)
|
|
$
|
6,022
|
|
|
$
|
(21,084
|
)
|
|
|
|
|
|
|
|
||||||
Inter-Segment Eliminations
|
|
5,262
|
|
|
209
|
|
|
1,326
|
|
|||
Adjusted Income (Loss) from Operations (1)
|
|
$
|
73,590
|
|
|
$
|
91,104
|
|
|
$
|
101,203
|
|
(1)
|
Adjusted income (loss) from operations is a non-GAAP financial measure. The Company believes this information is meaningful to investors as it isolates the impact that restructuring charges, litigation settlements, and goodwill and tradename impairment have on income (loss) from operations and facilitates comparisons between reporting periods and peer companies. While the Company believes that adjusted income (loss) from operations is useful supplemental information, such adjusted results are not intended to replace our GAAP financial results and should be read in conjunction with those GAAP results.
|
|
|
Total
|
|
Fiscal
2014
|
|
Fiscal
2015-2016
|
|
Fiscal
2017-2018
|
|
Thereafter
|
||||||||||
Long-Term Debt
|
|
$
|
225,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
225,000
|
|
Interest on Long-Term Debt
|
|
99,904
|
|
|
15,469
|
|
|
30,938
|
|
|
30,938
|
|
|
22,559
|
|
|||||
Operating Leases
|
|
51,597
|
|
|
12,881
|
|
|
14,209
|
|
|
8,878
|
|
|
15,629
|
|
|||||
Purchase Obligations
|
|
109,495
|
|
|
89,790
|
|
|
19,705
|
|
|
—
|
|
|
—
|
|
|||||
Other Liabilities (a)
|
|
57,900
|
|
|
—
|
|
|
17,900
|
|
|
40,000
|
|
|
—
|
|
|||||
|
|
$
|
543,896
|
|
|
$
|
118,140
|
|
|
$
|
82,752
|
|
|
$
|
79,816
|
|
|
$
|
263,188
|
|
|
|
Terminal
Growth Rate
|
|
Terminal Gross
Profit Margin
|
|
Discount
Rate
|
Engines
|
|
3.0%
|
|
25.5%
|
|
9.6%
|
Products
|
|
3.0%
|
|
18.8%
|
|
11.8%
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Hedge
Currency
|
|
Notional
Value
|
|
Fair Value
|
|
Conversion
Currency
|
|
(Gain) Loss
at Fair Value
|
|||||
Australian Dollar
|
|
6,392
|
|
|
$
|
5,798
|
|
|
U.S.
|
|
$
|
(691
|
)
|
Euro
|
|
31,000
|
|
|
$
|
40,377
|
|
|
U.S.
|
|
$
|
(660
|
)
|
Japanese Yen
|
|
905,000
|
|
|
$
|
9,137
|
|
|
U.S.
|
|
$
|
747
|
|
Mexican Peso
|
|
3,345
|
|
|
$
|
255
|
|
|
U.S.
|
|
$
|
(10
|
)
|
Currency
|
|
Amount
|
|
Weighted Average
Interest Rate
|
||
U.S. Dollars
|
|
$
|
300
|
|
|
3.86%
|
Description
|
|
Amount
|
|
Maturity
|
|
Weighted Average
Interest Rate
|
||
6.875% Senior Notes
|
|
$
|
225,000
|
|
|
December 2020
|
|
6.875%
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
Page
|
|
|
Consolidated Balance Sheets, June 30, 2013 and July 1, 2012
|
|
|
|
For the Fiscal Years Ended June 30, 2013, July 1, 2012 and July 3, 2011:
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
Consolidated Statements of Shareholders' Investment
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
|
|
Reports of Independent Registered Public Accounting Firms
|
|
|
|
FINANCIAL STATEMENT SCHEDULES
|
|
Schedule II – Valuation and Qualifying Accounts
|
Consolidated Balance Sheets
|
|
|
|
|
|
ASSETS
|
|
2013
|
|
2012
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and Cash Equivalents
|
|
$
|
188,445
|
|
|
$
|
156,075
|
|
Receivables, Less Reserves of $6,501 and $5,780, Respectively
|
|
190,800
|
|
|
223,996
|
|
||
Inventories:
|
|
|
|
|
||||
Finished Products and Parts
|
|
306,104
|
|
|
319,977
|
|
||
Work in Process
|
|
96,751
|
|
|
107,632
|
|
||
Raw Materials
|
|
5,240
|
|
|
6,075
|
|
||
Total Inventories
|
|
408,095
|
|
|
433,684
|
|
||
Deferred Income Tax Asset
|
|
47,534
|
|
|
44,527
|
|
||
Assets Held for Sale
|
|
—
|
|
|
10,404
|
|
||
Prepaid Expenses and Other Current Assets
|
|
24,107
|
|
|
42,814
|
|
||
Total Current Assets
|
|
858,981
|
|
|
911,500
|
|
||
GOODWILL
|
|
147,352
|
|
|
204,764
|
|
||
INVESTMENTS
|
|
19,764
|
|
|
22,163
|
|
||
DEBT ISSUANCE COSTS, Net
|
|
4,710
|
|
|
5,717
|
|
||
OTHER INTANGIBLE ASSETS, Net
|
|
87,980
|
|
|
87,067
|
|
||
LONG-TERM DEFERRED INCOME TAX ASSET
|
|
27,544
|
|
|
66,951
|
|
||
OTHER LONG-TERM ASSETS, Net
|
|
14,025
|
|
|
8,820
|
|
||
PLANT AND EQUIPMENT:
|
|
|
|
|
||||
Land and Land Improvements
|
|
15,947
|
|
|
18,263
|
|
||
Buildings
|
|
130,872
|
|
|
136,352
|
|
||
Machinery and Equipment
|
|
852,039
|
|
|
843,961
|
|
||
Construction in Progress
|
|
20,497
|
|
|
28,269
|
|
||
|
|
1,019,355
|
|
|
1,026,845
|
|
||
Less - Accumulated Depreciation
|
|
732,160
|
|
|
725,596
|
|
||
Total Plant and Equipment, Net
|
|
287,195
|
|
|
301,249
|
|
||
|
|
$
|
1,447,551
|
|
|
$
|
1,608,231
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
|
|
2013
|
|
2012
|
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts Payable
|
|
$
|
143,189
|
|
|
$
|
151,153
|
|
Short-Term Debt
|
|
300
|
|
|
3,000
|
|
||
Accrued Liabilities:
|
|
|
|
|
||||
Wages and Salaries
|
|
35,163
|
|
|
44,756
|
|
||
Warranty
|
|
26,167
|
|
|
29,597
|
|
||
Accrued Postretirement Health Care Obligation
|
|
16,344
|
|
|
22,891
|
|
||
Other
|
|
53,592
|
|
|
54,512
|
|
||
Total Accrued Liabilities
|
|
131,266
|
|
|
151,756
|
|
||
Total Current Liabilities
|
|
274,755
|
|
|
305,909
|
|
||
ACCRUED PENSION COST
|
|
150,131
|
|
|
296,394
|
|
||
ACCRUED EMPLOYEE BENEFITS
|
|
23,458
|
|
|
25,035
|
|
||
ACCRUED POSTRETIREMENT HEALTH CARE OBLIGATION
|
|
72,695
|
|
|
89,842
|
|
||
ACCRUED WARRANTY
|
|
18,871
|
|
|
16,415
|
|
||
OTHER LONG-TERM LIABILITIES
|
|
14,703
|
|
|
17,666
|
|
||
LONG-TERM DEBT
|
|
225,000
|
|
|
225,000
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 12)
|
|
|
|
|
||||
SHAREHOLDERS’ INVESTMENT:
|
|
|
|
|
||||
Common Stock -
Authorized 120,000 Shares $.01 Par Value, Issued 57,854 Shares
|
|
579
|
|
|
579
|
|
||
Additional Paid-In Capital
|
|
77,004
|
|
|
81,723
|
|
||
Retained Earnings
|
|
1,042,917
|
|
|
1,099,859
|
|
||
Accumulated Other Comprehensive Loss
|
|
(224,928
|
)
|
|
(322,704
|
)
|
||
Treasury Stock at Cost, 9,901 and 9,663 Shares, Respectively
|
|
(227,634
|
)
|
|
(227,487
|
)
|
||
Total Shareholders’ Investment
|
|
667,938
|
|
|
631,970
|
|
||
|
|
$
|
1,447,551
|
|
|
$
|
1,608,231
|
|
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
NET SALES
|
|
$
|
1,862,498
|
|
|
$
|
2,066,533
|
|
|
$
|
2,109,998
|
|
COST OF GOODS SOLD
|
|
1,514,597
|
|
|
1,685,048
|
|
|
1,711,682
|
|
|||
RESTRUCTURING CHARGES
|
|
18,761
|
|
|
44,760
|
|
|
—
|
|
|||
Gross Profit
|
|
329,140
|
|
|
336,725
|
|
|
398,316
|
|
|||
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
276,188
|
|
|
290,381
|
|
|
297,113
|
|
|||
RESTRUCTURING CHARGES
|
|
3,435
|
|
|
5,107
|
|
|
3,537
|
|
|||
GOODWILL AND TRADENAME IMPAIRMENT
|
|
90,080
|
|
|
—
|
|
|
49,450
|
|
|||
Income (Loss) from Operations
|
|
(40,563
|
)
|
|
41,237
|
|
|
48,216
|
|
|||
INTEREST EXPENSE
|
|
(18,519
|
)
|
|
(18,542
|
)
|
|
(23,318
|
)
|
|||
OTHER INCOME, Net
|
|
6,941
|
|
|
7,178
|
|
|
7,156
|
|
|||
Income (Loss) Before Income Taxes
|
|
(52,141
|
)
|
|
29,873
|
|
|
32,054
|
|
|||
PROVISION (CREDIT) FOR INCOME TAXES
|
|
(18,484
|
)
|
|
867
|
|
|
7,699
|
|
|||
NET INCOME (LOSS)
|
|
$
|
(33,657
|
)
|
|
$
|
29,006
|
|
|
$
|
24,355
|
|
EARNINGS (LOSS) PER SHARE DATA:
|
|
|
|
|
|
|
||||||
Weighted Average Shares Outstanding
|
|
47,172
|
|
|
48,965
|
|
|
49,677
|
|
|||
Basic Earnings (Loss) Per Share
|
|
$
|
(0.73
|
)
|
|
$
|
0.58
|
|
|
$
|
0.49
|
|
Diluted Average Shares Outstanding
|
|
47,172
|
|
|
49,909
|
|
|
50,409
|
|
|||
Diluted Earnings (Loss) Per Share
|
|
$
|
(0.73
|
)
|
|
$
|
0.57
|
|
|
$
|
0.48
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
||
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net Income (Loss)
|
|
$
|
(33,657
|
)
|
|
$
|
29,006
|
|
|
$
|
24,355
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
||||||
Cumulative Translation Adjustments
|
|
(617
|
)
|
|
(13,487
|
)
|
|
22,017
|
|
|||
Unrealized Gain (Loss) on Derivative Instruments, Net of Tax Provision (Benefit) of $2,428, ($3,301), and ($6,553), respectively
|
|
3,981
|
|
|
(5,411
|
)
|
|
(10,742
|
)
|
|||
Unrecognized Pension & Postretirement Obligation, Net of Tax Provision (Benefit) of $57,591, ($38,537), and $40,878, respectively
|
|
94,412
|
|
|
(60,308
|
)
|
|
63,936
|
|
|||
Total Comprehensive Income (Loss)
|
|
64,119
|
|
|
(50,200
|
)
|
|
99,566
|
|
Consolidated Statements of Shareholders’ Investment
|
|
|
|
|
|
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other Com-
prehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total Shareholders' Investment
|
||||||||||||
BALANCES, JUNE 27, 2010
|
|
$
|
579
|
|
|
$
|
80,353
|
|
|
$
|
1,090,843
|
|
|
$
|
(318,709
|
)
|
|
$
|
(202,489
|
)
|
|
650,577
|
|
|
Net Income
|
|
—
|
|
|
—
|
|
|
24,355
|
|
|
—
|
|
|
—
|
|
|
24,355
|
|
||||||
Total Other Comprehensive Loss, Net of Tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
75,211
|
|
|
—
|
|
|
75,211
|
|
||||||
Cash Dividends Paid ($0.44 per share)
|
|
—
|
|
|
—
|
|
|
(22,334
|
)
|
|
—
|
|
|
—
|
|
|
(22,334
|
)
|
||||||
Stock Option Activity, Net of Tax
|
|
—
|
|
|
725
|
|
|
—
|
|
|
—
|
|
|
2,681
|
|
|
3,406
|
|
||||||
Restricted Stock
|
|
—
|
|
|
(7,870
|
)
|
|
—
|
|
|
—
|
|
|
6,394
|
|
|
(1,476
|
)
|
||||||
Amortization of Unearned Compensation
|
|
—
|
|
|
2,602
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,602
|
|
||||||
Deferred Stock
|
|
—
|
|
|
2,686
|
|
|
—
|
|
|
—
|
|
|
942
|
|
|
3,628
|
|
||||||
Shares Issued to Directors
|
|
—
|
|
|
(157
|
)
|
|
—
|
|
|
—
|
|
|
1,116
|
|
|
959
|
|
||||||
Modification of Stock Compensation Awards
|
|
—
|
|
|
1,015
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,015
|
|
||||||
BALANCES, JULY 3, 2011
|
|
$
|
579
|
|
|
$
|
79,354
|
|
|
$
|
1,092,864
|
|
|
$
|
(243,498
|
)
|
|
$
|
(191,356
|
)
|
|
$
|
737,943
|
|
Net Income
|
|
—
|
|
|
—
|
|
|
29,006
|
|
|
—
|
|
|
—
|
|
|
29,006
|
|
||||||
Total Other Comprehensive Loss, Net of Tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(79,206
|
)
|
|
—
|
|
|
(79,206
|
)
|
||||||
Cash Dividends Paid ($0.44 per share)
|
|
—
|
|
|
—
|
|
|
(22,011
|
)
|
|
—
|
|
|
—
|
|
|
(22,011
|
)
|
||||||
Stock Option Activity, Net of Tax
|
|
—
|
|
|
1,255
|
|
|
—
|
|
|
—
|
|
|
390
|
|
|
1,645
|
|
||||||
Restricted Stock
|
|
—
|
|
|
(2,901
|
)
|
|
—
|
|
|
—
|
|
|
2,739
|
|
|
(162
|
)
|
||||||
Amortization of Unearned Compensation
|
|
—
|
|
|
3,296
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,296
|
|
||||||
Deferred Stock
|
|
—
|
|
|
726
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
749
|
|
||||||
Shares Issued to Directors
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
3
|
|
|
(4
|
)
|
||||||
Treasury Stock Purchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,286
|
)
|
|
(39,286
|
)
|
||||||
BALANCES, JULY 1, 2012
|
|
$
|
579
|
|
|
$
|
81,723
|
|
|
$
|
1,099,859
|
|
|
$
|
(322,704
|
)
|
|
$
|
(227,487
|
)
|
|
$
|
631,970
|
|
Net Loss
|
|
—
|
|
|
—
|
|
|
(33,657
|
)
|
|
—
|
|
|
—
|
|
|
(33,657
|
)
|
||||||
Total Other Comprehensive Income, Net of Tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
97,776
|
|
|
—
|
|
|
97,776
|
|
||||||
Cash Dividends Paid ($0.48 per share)
|
|
—
|
|
|
—
|
|
|
(23,285
|
)
|
|
—
|
|
|
—
|
|
|
(23,285
|
)
|
||||||
Stock Option Activity, Net of Tax
|
|
—
|
|
|
(4,680
|
)
|
|
—
|
|
|
—
|
|
|
26,662
|
|
|
21,982
|
|
||||||
Restricted Stock
|
|
—
|
|
|
(3,127
|
)
|
|
—
|
|
|
—
|
|
|
2,893
|
|
|
(234
|
)
|
||||||
Amortization of Unearned Compensation
|
|
—
|
|
|
2,421
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,421
|
|
||||||
Deferred Stock
|
|
—
|
|
|
703
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
736
|
|
||||||
Shares Issued to Directors
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|
624
|
|
|
588
|
|
||||||
Treasury Stock Purchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,359
|
)
|
|
(30,359
|
)
|
||||||
BALANCES, JUNE 30, 2013
|
|
$
|
579
|
|
|
$
|
77,004
|
|
|
$
|
1,042,917
|
|
|
$
|
(224,928
|
)
|
|
$
|
(227,634
|
)
|
|
$
|
667,938
|
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net Income (Loss)
|
|
$
|
(33,657
|
)
|
|
$
|
29,006
|
|
|
$
|
24,355
|
|
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
|
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
|
55,752
|
|
|
63,714
|
|
|
61,828
|
|
|||
Stock Compensation Expense
|
|
6,514
|
|
|
5,555
|
|
|
9,595
|
|
|||
Goodwill and Tradename Impairment
|
|
90,080
|
|
|
—
|
|
|
49,450
|
|
|||
Earnings of Unconsolidated Affiliates
|
|
(4,244
|
)
|
|
(5,100
|
)
|
|
(5,082
|
)
|
|||
Dividends Received from Unconsolidated Affiliates
|
|
4,636
|
|
|
4,029
|
|
|
6,979
|
|
|||
Loss on Disposition of Plant and Equipment
|
|
696
|
|
|
174
|
|
|
1,651
|
|
|||
Provision (Credit) for Deferred Income Taxes
|
|
(27,914
|
)
|
|
3,926
|
|
|
6,117
|
|
|||
Pension Cash Contributions
|
|
(29,363
|
)
|
|
(28,746
|
)
|
|
—
|
|
|||
Non-Cash Restructuring Charges
|
|
13,081
|
|
|
35,910
|
|
|
—
|
|
|||
Change in Operating Assets and Liabilities:
|
|
|
|
|
|
|
||||||
Accounts Receivable
|
|
42,121
|
|
|
6,195
|
|
|
37,775
|
|
|||
Inventories
|
|
34,696
|
|
|
(20,693
|
)
|
|
(20,547
|
)
|
|||
Other Current Assets
|
|
10,232
|
|
|
(6,945
|
)
|
|
1,843
|
|
|||
Accounts Payable, Accrued Liabilities and Income Taxes
|
|
9,196
|
|
|
(9,755
|
)
|
|
(14,081
|
)
|
|||
Other, Net
|
|
(11,013
|
)
|
|
(11,309
|
)
|
|
(2,952
|
)
|
|||
Net Cash Provided by Operating Activities
|
|
160,813
|
|
|
65,961
|
|
|
156,931
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Additions to Plant and Equipment
|
|
(44,878
|
)
|
|
(49,573
|
)
|
|
(59,919
|
)
|
|||
Cash Paid for Acquisition, Net of Cash Acquired
|
|
(59,627
|
)
|
|
(2,673
|
)
|
|
—
|
|
|||
Proceeds Received on Disposition of Plant and Equipment
|
|
12,492
|
|
|
1,457
|
|
|
148
|
|
|||
Net Cash Used in Investing Activities
|
|
(92,013
|
)
|
|
(50,789
|
)
|
|
(59,771
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net Repayments on Revolver
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from Long-Term Debt Financing
|
|
—
|
|
|
—
|
|
|
225,000
|
|
|||
Repayments on Long-Term Debt
|
|
—
|
|
|
—
|
|
|
(203,698
|
)
|
|||
Repayments on Short-Term Debt
|
|
(2,700
|
)
|
|
—
|
|
|
—
|
|
|||
Debt Issuance Costs
|
|
—
|
|
|
(2,007
|
)
|
|
(4,994
|
)
|
|||
Cash Dividends Paid
|
|
(23,285
|
)
|
|
(22,011
|
)
|
|
(22,334
|
)
|
|||
Stock Option Exercise Proceeds and Tax Benefits
|
|
19,988
|
|
|
235
|
|
|
1,532
|
|
|||
Treasury Stock Purchases
|
|
(30,359
|
)
|
|
(39,287
|
)
|
|
—
|
|
|||
Net Cash Used in Financing Activities
|
|
(36,356
|
)
|
|
(63,070
|
)
|
|
(4,494
|
)
|
|||
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
(74
|
)
|
|
(5,666
|
)
|
|
419
|
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
32,370
|
|
|
(53,564
|
)
|
|
93,085
|
|
|||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
||||||
Beginning of Year
|
|
156,075
|
|
|
209,639
|
|
|
116,554
|
|
|||
End of Year
|
|
$
|
188,445
|
|
|
$
|
156,075
|
|
|
$
|
209,639
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Interest Paid
|
|
$
|
17,338
|
|
|
$
|
18,630
|
|
|
$
|
26,691
|
|
Income Taxes Paid (Refunded)
|
|
$
|
1,171
|
|
|
$
|
(2,388
|
)
|
|
$
|
4,340
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Results of Operations:
|
|
|
|
|
|
|
||||||
Sales
|
|
$
|
113,452
|
|
|
$
|
129,063
|
|
|
$
|
120,614
|
|
Cost of Goods Sold
|
|
92,844
|
|
|
103,254
|
|
|
95,048
|
|
|||
Gross Profit
|
|
$
|
20,608
|
|
|
$
|
25,809
|
|
|
$
|
25,566
|
|
Net Income
|
|
$
|
8,057
|
|
|
$
|
9,751
|
|
|
$
|
11,412
|
|
|
|
2013
|
|
2012
|
||||
Financial Position:
|
|
|
|
|
||||
Assets:
|
|
|
|
|
||||
Current Assets
|
|
$
|
45,355
|
|
|
$
|
52,948
|
|
Noncurrent Assets
|
|
15,527
|
|
|
16,944
|
|
||
|
|
60,882
|
|
|
69,892
|
|
||
Liabilities:
|
|
|
|
|
||||
Current Liabilities
|
|
$
|
12,989
|
|
|
$
|
15,346
|
|
Noncurrent Liabilities
|
|
2,900
|
|
|
4,016
|
|
||
|
|
15,889
|
|
|
19,362
|
|
||
Equity
|
|
$
|
44,993
|
|
|
$
|
50,530
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
||||
Balance, Beginning of Period
|
|
$
|
46,012
|
|
|
$
|
45,995
|
|
Payments
|
|
(26,173
|
)
|
|
(26,856
|
)
|
||
Provision for Current Year Warranties
|
|
26,438
|
|
|
30,790
|
|
||
Changes in Estimates
|
|
(1,240
|
)
|
|
(3,917
|
)
|
||
Balance, End of Period
|
|
$
|
45,037
|
|
|
$
|
46,012
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
June 30, 2013
|
|
July 1, 2012
|
|
July 3, 2011
|
||||||
Net Income (Loss)
|
|
$
|
(33,657
|
)
|
|
$
|
29,006
|
|
|
$
|
24,355
|
|
Less: Earnings Allocated to Participating Securities
|
|
(605
|
)
|
|
(508
|
)
|
|
(181
|
)
|
|||
Net Income (Loss) available to Common Shareholders
|
|
$
|
(34,262
|
)
|
|
$
|
28,498
|
|
|
$
|
24,174
|
|
Average Shares of Common Stock Outstanding
|
|
47,172
|
|
|
48,965
|
|
|
49,677
|
|
|||
Incremental Common Shares Applicable to Common Stock Options and Performance Shares Based on the Common Stock Average Market Price During the Period
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Incremental Common Shares Applicable to Deferred and Restricted Common Stock Based on the Common Stock Average Market Price During the Period
|
|
—
|
|
|
944
|
|
|
732
|
|
|||
Diluted Average Shares of Common Stock Outstanding
|
|
47,172
|
|
|
49,909
|
|
|
50,409
|
|
|||
Basic Earnings (Loss) Per Share
|
|
$
|
(0.73
|
)
|
|
$
|
0.58
|
|
|
$
|
0.49
|
|
Diluted Earnings (Loss) Per Share
|
|
$
|
(0.73
|
)
|
|
$
|
0.57
|
|
|
$
|
0.48
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
June 30, 2013
|
|
July 1, 2012
|
|
July 3, 2011
|
||||||
Options to Purchase Shares of Common Stock (in thousands)
|
|
1,590
|
|
|
3,679
|
|
|
4,049
|
|
|||
Weighted Average Exercise Price of Options Excluded
|
|
$
|
34.13
|
|
|
$
|
27.71
|
|
|
$
|
28.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
|
|
June 30, 2013
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
2,009
|
|
|
$
|
—
|
|
|
$
|
2,009
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
5,413
|
|
|
$
|
—
|
|
|
$
|
5,413
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
|
|
July 1, 2012
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
1,926
|
|
|
$
|
—
|
|
|
$
|
1,926
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
11,303
|
|
|
$
|
—
|
|
|
$
|
11,303
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Long-Term Debt
|
|
|
|
|
|
|
|
|
||||||||
6.875% Senior Notes
|
|
$
|
225,000
|
|
|
$
|
250,875
|
|
|
$
|
225,000
|
|
|
$
|
241,027
|
|
Borrowings on Revolver
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
2013
|
|
2012
|
||||
Beginning Goodwill Balance
|
|
$
|
204,764
|
|
|
$
|
202,940
|
|
Impairment Loss
|
|
(71,310
|
)
|
|
—
|
|
||
Acquisition
|
|
15,296
|
|
|
2,692
|
|
||
Effect of Translation
|
|
(1,398
|
)
|
|
(868
|
)
|
||
Ending Goodwill Balance
|
|
$
|
147,352
|
|
|
$
|
204,764
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
||||||||||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Patents
|
|
$
|
13,601
|
|
|
$
|
(10,680
|
)
|
|
$
|
2,921
|
|
|
$
|
13,601
|
|
|
$
|
(9,464
|
)
|
|
$
|
4,137
|
|
Customer Relationships
|
|
32,539
|
|
|
(6,971
|
)
|
|
25,568
|
|
|
17,910
|
|
|
(5,731
|
)
|
|
12,179
|
|
||||||
Effect of Translation
|
|
(991
|
)
|
|
39
|
|
|
(952
|
)
|
|
40
|
|
|
—
|
|
|
40
|
|
||||||
Total Amortized Intangible Assets
|
|
45,149
|
|
|
(17,612
|
)
|
|
27,537
|
|
|
31,551
|
|
|
(15,195
|
)
|
|
16,356
|
|
||||||
Unamortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradenames
|
|
60,516
|
|
|
—
|
|
|
60,516
|
|
|
69,841
|
|
|
—
|
|
|
69,841
|
|
||||||
Effect of Translation
|
|
(73
|
)
|
|
—
|
|
|
(73
|
)
|
|
870
|
|
|
—
|
|
|
870
|
|
||||||
Total Unamortized Intangible Assets
|
|
60,443
|
|
|
—
|
|
|
60,443
|
|
|
70,711
|
|
|
—
|
|
|
70,711
|
|
||||||
Total Intangible Assets
|
|
$
|
105,592
|
|
|
$
|
(17,612
|
)
|
|
$
|
87,980
|
|
|
$
|
102,262
|
|
|
$
|
(15,195
|
)
|
|
$
|
87,067
|
|
|
|
|
|
|
|
|
|
||
2014
|
$
|
2,874
|
|
2015
|
2,835
|
|
|
2016
|
2,326
|
|
|
2017
|
1,692
|
|
|
2018
|
1,692
|
|
|
|
|
||
|
$
|
11,419
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
U.S.
|
|
$
|
(58,625
|
)
|
|
$
|
28,053
|
|
|
$
|
7,726
|
|
Foreign
|
|
6,484
|
|
|
1,820
|
|
|
24,328
|
|
|||
Total
|
|
$
|
(52,141
|
)
|
|
$
|
29,873
|
|
|
$
|
32,054
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
10,377
|
|
|
$
|
(8,711
|
)
|
|
$
|
(2,908
|
)
|
State
|
|
(1,870
|
)
|
|
430
|
|
|
(177
|
)
|
|||
Foreign
|
|
923
|
|
|
5,222
|
|
|
4,667
|
|
|||
|
|
9,430
|
|
|
(3,059
|
)
|
|
1,582
|
|
|||
Deferred
|
|
(27,914
|
)
|
|
3,926
|
|
|
6,117
|
|
|||
|
|
$
|
(18,484
|
)
|
|
$
|
867
|
|
|
$
|
7,699
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||
U.S. Statutory Rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State Taxes, Net of Federal Tax Benefit
|
|
1.1
|
%
|
|
1.8
|
%
|
|
0.9
|
%
|
Impact of Foreign Operations and Tax Rates
|
|
5.3
|
%
|
|
4.2
|
%
|
|
(16.2
|
)%
|
Impact of Dividends Received
|
|
1.1
|
%
|
|
(2.2
|
)%
|
|
(2.7
|
)%
|
Changes to Unrecognized Tax Benefits
|
|
(0.5
|
)%
|
|
(16.0
|
)%
|
|
1.5
|
%
|
Impact of Restructuring Actions
|
|
(2.1
|
)%
|
|
(18.7
|
)%
|
|
—
|
%
|
Benefits on State Credits and NOL's, Net of Valuation Allowance
|
|
4.3
|
%
|
|
—
|
%
|
|
—
|
%
|
*Other, Net
|
|
(8.7
|
)%
|
|
(1.2
|
)%
|
|
5.5
|
%
|
Effective Tax Rate
|
|
35.5
|
%
|
|
2.9
|
%
|
|
24.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
||||
Beginning Balance
|
$
|
6,717
|
|
|
$
|
12,040
|
|
Changes based on tax positions related to prior year
|
—
|
|
|
—
|
|
||
Additions based on tax positions related to current year
|
997
|
|
|
429
|
|
||
Settlements with taxing authorities
|
(39
|
)
|
|
(516
|
)
|
||
Lapse of statute of limitations
|
(726
|
)
|
|
(5,236
|
)
|
||
Ending Balance
|
$
|
6,949
|
|
|
$
|
6,717
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
NET SALES:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
1,189,674
|
|
|
$
|
1,309,942
|
|
|
$
|
1,399,532
|
|
Products
|
|
805,450
|
|
|
952,110
|
|
|
878,998
|
|
|||
Eliminations
|
|
(132,626
|
)
|
|
(195,519
|
)
|
|
(168,532
|
)
|
|||
|
|
$
|
1,862,498
|
|
|
$
|
2,066,533
|
|
|
$
|
2,109,998
|
|
GROSS PROFIT:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
236,486
|
|
|
$
|
250,323
|
|
|
$
|
319,584
|
|
Products
|
|
87,392
|
|
|
86,193
|
|
|
77,406
|
|
|||
Eliminations
|
|
5,262
|
|
|
209
|
|
|
1,326
|
|
|||
|
|
$
|
329,140
|
|
|
$
|
336,725
|
|
|
$
|
398,316
|
|
INCOME (LOSS) FROM OPERATIONS:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
59,093
|
|
|
$
|
66,559
|
|
|
$
|
120,402
|
|
Products
|
|
(104,918
|
)
|
|
(25,531
|
)
|
|
(73,512
|
)
|
|||
Eliminations
|
|
5,262
|
|
|
209
|
|
|
1,326
|
|
|||
|
|
$
|
(40,563
|
)
|
|
$
|
41,237
|
|
|
$
|
48,216
|
|
ASSETS:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
1,013,204
|
|
|
$
|
1,120,065
|
|
|
$
|
1,196,627
|
|
Products
|
|
545,081
|
|
|
629,325
|
|
|
692,971
|
|
|||
Eliminations
|
|
(110,734
|
)
|
|
(141,159
|
)
|
|
(223,380
|
)
|
|||
|
|
$
|
1,447,551
|
|
|
$
|
1,608,231
|
|
|
$
|
1,666,218
|
|
CAPITAL EXPENDITURES:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
36,002
|
|
|
$
|
42,697
|
|
|
$
|
50,050
|
|
Products
|
|
8,876
|
|
|
6,876
|
|
|
9,869
|
|
|||
|
|
$
|
44,878
|
|
|
$
|
49,573
|
|
|
$
|
59,919
|
|
DEPRECIATION & AMORTIZATION:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
42,349
|
|
|
$
|
45,647
|
|
|
$
|
44,060
|
|
Products
|
|
13,403
|
|
|
18,067
|
|
|
17,768
|
|
|||
|
|
$
|
55,752
|
|
|
$
|
63,714
|
|
|
$
|
61,828
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
PRE-TAX RESTRUCTURING CHARGES INCLUDED IN GROSS PROFIT:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
9,008
|
|
|
$
|
14,257
|
|
|
$
|
—
|
|
Products
|
|
9,753
|
|
|
30,503
|
|
|
—
|
|
|||
Total
|
|
$
|
18,761
|
|
|
$
|
44,760
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
PRE-TAX RESTRUCTURING, GOODWILL & TRADENAME IMPAIRMENT AND LITIGATION SETTLEMENT CHARGES INCLUDED IN INCOME (LOSS) FROM OPERATIONS:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
14,320
|
|
|
$
|
18,314
|
|
|
$
|
559
|
|
Products
|
|
99,833
|
|
|
31,553
|
|
|
2,978
|
|
|||
Total
|
|
$
|
114,153
|
|
|
$
|
49,867
|
|
|
$
|
3,537
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
|
$
|
1,304,964
|
|
|
$
|
1,440,955
|
|
|
$
|
1,421,994
|
|
All Other Countries
|
|
557,534
|
|
|
625,578
|
|
|
688,004
|
|
|||
Total
|
|
$
|
1,862,498
|
|
|
$
|
2,066,533
|
|
|
$
|
2,109,998
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
|
$
|
269,477
|
|
|
$
|
280,954
|
|
|
$
|
304,136
|
|
All Other Countries
|
|
17,718
|
|
|
20,295
|
|
|
25,089
|
|
|||
Total
|
|
$
|
287,195
|
|
|
$
|
301,249
|
|
|
$
|
329,225
|
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
Customer:
|
|
Net Sales
|
|
%
|
|
Net Sales
|
|
%
|
|
Net Sales
|
|
%
|
|||||||||
HOP
|
|
$
|
251,098
|
|
|
13
|
%
|
|
$
|
265,752
|
|
|
13
|
%
|
|
$
|
295,286
|
|
|
14
|
%
|
MTD
|
|
241,033
|
|
|
13
|
%
|
|
230,882
|
|
|
11
|
%
|
|
273,132
|
|
|
13
|
%
|
|||
|
|
$
|
492,131
|
|
|
26
|
%
|
|
$
|
496,634
|
|
|
24
|
%
|
|
$
|
568,418
|
|
|
27
|
%
|
|
|
|
|
|
|
Fiscal Year
|
|
Operating
|
||
2014
|
|
12,881
|
|
|
2015
|
|
9,014
|
|
|
2016
|
|
5,195
|
|
|
2017
|
|
4,592
|
|
|
2018
|
|
4,286
|
|
|
Thereafter
|
|
15,629
|
|
|
Total future minimum lease commitments
|
|
$
|
51,597
|
|
|
|
2013
|
|
2012
|
||||
Multicurrency Credit Agreement
|
|
$
|
—
|
|
|
$
|
—
|
|
6.875% Senior Notes
|
|
225,000
|
|
|
225,000
|
|
||
Total Long-Term Debt
|
|
$
|
225,000
|
|
|
$
|
225,000
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
||||
Balance at Fiscal Year-End
|
|
$
|
300
|
|
|
$
|
3,000
|
|
Weighted Average Interest Rate at Fiscal Year-End
|
|
3.86
|
%
|
|
3.66
|
%
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Interest Income
|
|
$
|
888
|
|
|
$
|
512
|
|
|
$
|
369
|
|
Equity in Earnings from Unconsolidated Affiliates
|
|
4,244
|
|
|
5,100
|
|
|
5,082
|
|
|||
Other Items
|
|
1,809
|
|
|
1,566
|
|
|
1,705
|
|
|||
Total
|
|
$
|
6,941
|
|
|
$
|
7,178
|
|
|
$
|
7,156
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Granted During
|
|
2013
|
|
2012
|
|
2011
|
||||||
Grant Date Fair Value
|
|
$
|
4.83
|
|
|
$
|
3.96
|
|
|
$
|
5.24
|
|
(Since options are only granted once per year, the grant date fair value equals the weighted average grant date fair value.)
|
|
|
|
|
|
|
||||||
Assumptions:
|
|
|
|
|
|
|
||||||
Risk-free Interest Rate
|
|
0.7
|
%
|
|
1.0
|
%
|
|
1.5
|
%
|
|||
Expected Volatility
|
|
43.9
|
%
|
|
43.2
|
%
|
|
43.2
|
%
|
|||
Expected Dividend Yield
|
|
2.6
|
%
|
|
3.0
|
%
|
|
2.4
|
%
|
|||
Expected Term (in Years)
|
|
5.0
|
|
|
5.0
|
|
|
5.0
|
|
|
|
|
|
|
|
|
|
Options
|
|
Wtd. Avg. Exercise Price
|
|
Wtd. Avg. Remaining Contractual Term
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Balance, June 27, 2010
|
|
4,467,877
|
|
|
$
|
28.29
|
|
|
|
|
|
||
Granted During the Year
|
|
785,250
|
|
|
19.88
|
|
|
|
|
|
|||
Exercised During the Year
|
|
(103,290
|
)
|
|
14.83
|
|
|
|
|
|
|||
Expired During the Year
|
|
(428,647
|
)
|
|
37.22
|
|
|
|
|
|
|||
Balance, July 3, 2011
|
|
4,721,190
|
|
|
$
|
26.38
|
|
|
|
|
|
||
Granted During the Year
|
|
465,350
|
|
|
16.20
|
|
|
|
|
|
|||
Exercised During the Year
|
|
(15,870
|
)
|
|
14.83
|
|
|
|
|
|
|||
Expired During the Year
|
|
(474,240
|
)
|
|
29.87
|
|
|
|
|
|
|||
Balance, July 1, 2012
|
|
4,696,430
|
|
|
$
|
25.06
|
|
|
|
|
|
||
Granted During the Year
|
|
399,850
|
|
|
18.85
|
|
|
|
|
|
|||
Exercised During the Year
|
|
(1,151,882
|
)
|
|
17.37
|
|
|
|
|
|
|||
Expired During the Year
|
|
(573,130
|
)
|
|
30.81
|
|
|
|
|
|
|||
Balance, June 30, 2013
|
|
3,371,268
|
|
|
$
|
25.97
|
|
|
1.73
|
|
$
|
2,040
|
|
Exercisable, June 30, 2013
|
|
1,979,718
|
|
|
$
|
31.28
|
|
|
0.80
|
|
$
|
59
|
|
|
|
|
|
|
|
|
|
Deferred Stock
|
|
Restricted Stock
|
|
Stock Options
|
|
Performance Shares
|
||||||||||||||||||||
|
|
Shares
|
|
Wtd. Avg.
Grant Date
Fair Value
|
|
Shares
|
|
Wtd. Avg.
Grant Date
Fair Value
|
|
Shares
|
|
Wtd. Avg.
Grant Date
Fair Value
|
|
Shares
|
|
Wtd. Avg.
Grant Date
Fair Value
|
||||||||||||
Nonvested shares,
July 1, 2012
|
|
526,164
|
|
|
$
|
16.95
|
|
|
715,265
|
|
|
$
|
17.26
|
|
|
1,980,600
|
|
|
$
|
4.88
|
|
|
127,940
|
|
|
$
|
17.11
|
|
Granted
|
|
82,387
|
|
|
17.89
|
|
|
134,830
|
|
|
18.55
|
|
|
399,850
|
|
|
4.83
|
|
|
121,230
|
|
|
20.15
|
|
||||
Cancelled
|
|
—
|
|
|
—
|
|
|
(3,500
|
)
|
|
23.72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Exercised
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Vested
|
|
(40,608
|
)
|
|
17.47
|
|
|
(25,998
|
)
|
|
27.42
|
|
|
(988,900
|
)
|
|
5.09
|
|
|
—
|
|
|
—
|
|
||||
Nonvested shares,
June 30, 2013
|
|
567,943
|
|
|
$
|
17.05
|
|
|
820,597
|
|
|
$
|
17.12
|
|
|
1,391,550
|
|
|
$
|
3.97
|
|
|
249,170
|
|
|
$
|
18.59
|
|
Performance Shares Granted During
|
|
2013
|
|
2012
|
||
Assumptions:
|
|
|
|
|
||
Risk-free Interest Rate
|
|
0.4
|
%
|
|
0.3
|
%
|
Expected Volatility
|
|
35.5
|
%
|
|
46.0
|
%
|
Expected Dividend Yield (Dividends are Assumed Reinvested)
|
|
—
|
%
|
|
—
|
%
|
Expected Term (in Years)
|
|
2.87
|
|
|
2.87
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Stock Options:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
1,964
|
|
|
$
|
1,760
|
|
|
$
|
3,397
|
|
Tax benefit
|
|
(766
|
)
|
|
(686
|
)
|
|
(1,325
|
)
|
|||
Stock option expense, net of tax
|
|
$
|
1,198
|
|
|
$
|
1,074
|
|
|
$
|
2,072
|
|
Restricted Stock:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
2,375
|
|
|
$
|
2,102
|
|
|
$
|
3,512
|
|
Tax benefit
|
|
(926
|
)
|
|
(820
|
)
|
|
(1,370
|
)
|
|||
Restricted stock expense, net of tax
|
|
$
|
1,449
|
|
|
$
|
1,282
|
|
|
$
|
2,142
|
|
Deferred Stock:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
475
|
|
|
$
|
534
|
|
|
$
|
2,686
|
|
Tax benefit
|
|
(185
|
)
|
|
(208
|
)
|
|
(1,048
|
)
|
|||
Deferred stock expense, net of tax
|
|
$
|
290
|
|
|
$
|
326
|
|
|
$
|
1,638
|
|
Performance Shares:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
1,700
|
|
|
$
|
1,159
|
|
|
$
|
—
|
|
Tax benefit
|
|
(664
|
)
|
|
(452
|
)
|
|
—
|
|
|||
Performance Share expense, net of tax
|
|
$
|
1,036
|
|
|
$
|
707
|
|
|
$
|
—
|
|
Total Stock-Based Compensation:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
6,514
|
|
|
$
|
5,555
|
|
|
$
|
9,595
|
|
Tax benefit
|
|
(2,541
|
)
|
|
(2,166
|
)
|
|
(3,743
|
)
|
|||
Total stock-based compensation, net of tax
|
|
$
|
3,973
|
|
|
$
|
3,389
|
|
|
$
|
5,852
|
|
|
|
|
|
|
|
Contract
|
|
Notional Amount
|
|||||
|
|
|
|
June 30, 2013
|
|
July 1, 2012
|
|
Interest Rate:
|
|
|
|
|
|
|
|
LIBOR Interest Rate (U.S. Dollars)
|
|
Fixed
|
|
95,000
|
|
85,000
|
|
Foreign Currency:
|
|
|
|
|
|
|
|
Australian Dollar
|
|
Sell
|
|
6,392
|
|
28,258
|
|
Euro
|
|
Sell
|
|
31,000
|
|
53,500
|
|
Japanese Yen
|
|
Buy
|
|
905,000
|
|
695,000
|
|
Mexican Peso
|
|
Sell
|
|
3,345
|
|
—
|
|
Commodity:
|
|
|
|
|
|
|
|
Aluminum (Metric Tons)
|
|
Buy
|
|
18
|
|
24
|
|
Natural Gas (Therms)
|
|
Buy
|
|
5,423
|
|
5,614
|
|
Balance Sheet Location
|
|
Asset (Liability) Fair Value
|
||||||
|
|
June 30, 2013
|
|
July 1, 2012
|
||||
Interest rate contracts:
|
|
|
|
|
||||
Other Long-Term Assets, Net
|
|
$
|
257
|
|
|
$
|
—
|
|
Other Long-Term Liabilities
|
|
(1,020
|
)
|
|
(2,341
|
)
|
||
Foreign currency contracts:
|
|
|
|
|
||||
Other Current Assets
|
|
1,752
|
|
|
1,888
|
|
||
Other Long-Term Assets, Net
|
|
—
|
|
|
24
|
|
||
Accrued Liabilities
|
|
(1,138
|
)
|
|
(452
|
)
|
||
Other Long-Term Liabilities
|
|
—
|
|
|
—
|
|
||
Commodity contracts:
|
|
|
|
|
||||
Other Current Assets
|
|
—
|
|
|
14
|
|
||
Accrued Liabilities
|
|
(3,250
|
)
|
|
(8,510
|
)
|
||
Other Long-Term Liabilities
|
|
(5
|
)
|
|
—
|
|
||
|
|
$
|
(3,404
|
)
|
|
$
|
(9,377
|
)
|
|
|
|
|
|
|
|
|
Twelve months ended June 30, 2013
|
||||||||||||
|
|
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 Accumulated Other Comprehensive Loss into Income (Effective Portion)
|
|
Recognized in Earnings (Ineffective Portion)
|
||||||
Interest rate contracts
|
|
$
|
962
|
|
|
Net Sales
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency contracts – sell
|
|
102
|
|
|
Net Sales
|
|
(55
|
)
|
|
—
|
|
|||
Foreign currency contracts – buy
|
|
(177
|
)
|
|
Cost of Goods Sold
|
|
(1,968
|
)
|
|
—
|
|
|||
Commodity contracts
|
|
3,094
|
|
|
Cost of Goods Sold
|
|
(9,644
|
)
|
|
—
|
|
|||
|
|
$
|
3,981
|
|
|
|
|
$
|
(11,667
|
)
|
|
$
|
—
|
|
|
|
Twelve months ended July 1, 2012
|
||||||||||||
|
|
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 Accumulated Other Comprehensive Loss into Income (Effective Portion)
|
|
Recognized in Earnings (Ineffective Portion)
|
||||||
Interest rate contracts
|
|
$
|
(1,428
|
)
|
|
Net Sales
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign currency contracts – sell
|
|
1,553
|
|
|
Net Sales
|
|
4,031
|
|
|
—
|
|
|||
Foreign currency contracts – buy
|
|
11
|
|
|
Cost of Goods Sold
|
|
132
|
|
|
—
|
|
|||
Commodity contracts
|
|
(5,547
|
)
|
|
Cost of Goods Sold
|
|
(7,292
|
)
|
|
6
|
|
|||
|
|
$
|
(5,411
|
)
|
|
|
|
$
|
(3,129
|
)
|
|
$
|
6
|
|
|
|
Twelve months ended July 3, 2011
|
||||||||||||
|
|
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 Accumulated Other Comprehensive Loss into Income (Effective Portion)
|
|
Recognized in Earnings (Ineffective Portion)
|
||||||
Foreign currency contracts – sell
|
|
$
|
(10,760
|
)
|
|
Net Sales
|
|
$
|
972
|
|
|
$
|
—
|
|
Foreign currency contracts – buy
|
|
(29
|
)
|
|
Cost of Goods Sold
|
|
(286
|
)
|
|
—
|
|
|||
Commodity contracts
|
|
47
|
|
|
Cost of Goods Sold
|
|
(2,564
|
)
|
|
(2
|
)
|
|||
|
|
$
|
(10,742
|
)
|
|
|
|
$
|
(1,878
|
)
|
|
$
|
(2
|
)
|
|
|
|
|
|
|
Hedge
|
|
In Thousands
|
|
|
|
|
||||||||||||
|
|
Notional
Value
|
|
Contract
Value
|
|
Fair Value
|
|
(Gain) Loss
at Fair Value
|
|
Conversion
Currency
|
|
Latest
Expiration Date
|
||||||
Currency
|
|
Contract
|
|
|||||||||||||||
Australian Dollar
|
|
Sell
|
|
6,392
|
|
|
6,489
|
|
|
5,798
|
|
|
(691
|
)
|
|
U.S.
|
|
March 2014
|
Euro
|
|
Sell
|
|
31,000
|
|
|
41,037
|
|
|
40,377
|
|
|
(660
|
)
|
|
U.S.
|
|
June 2014
|
Japanese Yen
|
|
Buy
|
|
905,000
|
|
|
9,885
|
|
|
9,137
|
|
|
747
|
|
|
U.S.
|
|
June 2014
|
Mexican Peso
|
|
Sell
|
|
3,345
|
|
|
265
|
|
|
255
|
|
|
(10
|
)
|
|
U.S.
|
|
December 2013
|
Hedge
|
|
In Thousands
|
|
|
|
|
||||||||||||
|
|
Notional
Value
|
|
Contract
Value
|
|
Fair Value
|
|
(Gain) Loss
at Fair Value
|
|
Conversion
Currency
|
|
Latest
Expiration Date
|
||||||
Currency
|
|
Contract
|
|
|||||||||||||||
Australian Dollar
|
|
Sell
|
|
28,258
|
|
|
28,391
|
|
|
28,494
|
|
|
103
|
|
|
U.S.
|
|
August 2012
|
Euro
|
|
Sell
|
|
53,500
|
|
|
69,459
|
|
|
67,937
|
|
|
(1,522
|
)
|
|
U.S.
|
|
June 2013
|
Japanese Yen
|
|
Buy
|
|
695,000
|
|
|
8,680
|
|
|
8,721
|
|
|
(40
|
)
|
|
U.S.
|
|
December 2012
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
Actuarial Assumptions:
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Discounted Rate Used to Determine Present Value of Projected Benefit Obligation
|
|
5.00
|
%
|
|
4.45
|
%
|
|
4.40
|
%
|
|
3.75
|
%
|
||||
Expected Rate of Future Compensation Level Increases
|
|
3.0-4.0%
|
|
|
3.0-4.0%
|
|
|
n/a
|
|
|
n/a
|
|
||||
Expected Long-Term Rate of Return on Plan Assets
|
|
8.25
|
%
|
|
8.50
|
%
|
|
n/a
|
|
|
n/a
|
|
||||
Change in Benefit Obligations:
|
|
|
|
|
|
|
|
|
||||||||
Projected Benefit Obligation at Beginning of Year
|
|
$
|
1,236,747
|
|
|
$
|
1,110,299
|
|
|
$
|
136,854
|
|
|
$
|
161,796
|
|
Service Cost
|
|
13,222
|
|
|
13,764
|
|
|
358
|
|
|
407
|
|
||||
Interest Cost
|
|
50,154
|
|
|
56,762
|
|
|
4,754
|
|
|
6,468
|
|
||||
Plan Curtailments
|
|
(52,236
|
)
|
|
(327
|
)
|
|
—
|
|
|
1,357
|
|
||||
Plan Participant Contributions
|
|
—
|
|
|
—
|
|
|
1,347
|
|
|
1,181
|
|
||||
Actuarial (Gain) Loss
|
|
(56,239
|
)
|
|
130,173
|
|
|
(13,309
|
)
|
|
(15,984
|
)
|
||||
Benefits Paid
|
|
(75,793
|
)
|
|
(73,924
|
)
|
|
(18,498
|
)
|
|
(18,371
|
)
|
||||
Projected Benefit Obligation at End of Year
|
|
$
|
1,115,855
|
|
|
$
|
1,236,747
|
|
|
$
|
111,506
|
|
|
$
|
136,854
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair Value of Plan Assets at Beginning of Year
|
|
$
|
937,745
|
|
|
$
|
916,210
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual Return on Plan Assets
|
|
68,296
|
|
|
63,822
|
|
|
—
|
|
|
—
|
|
||||
Plan Participant Contributions
|
|
—
|
|
|
—
|
|
|
1,347
|
|
|
1,181
|
|
||||
Employer Contributions
|
|
32,385
|
|
|
31,637
|
|
|
17,151
|
|
|
17,190
|
|
||||
Benefits Paid
|
|
(75,793
|
)
|
|
(73,924
|
)
|
|
(18,498
|
)
|
|
(18,371
|
)
|
||||
Fair Value of Plan Assets at End of Year
|
|
$
|
962,633
|
|
|
$
|
937,745
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status:
|
|
|
|
|
|
|
|
|
||||||||
Plan Assets (Less Than) in Excess of Projected Benefit Obligation
|
|
$
|
(153,222
|
)
|
|
$
|
(299,002
|
)
|
|
$
|
(111,506
|
)
|
|
$
|
(136,854
|
)
|
Amounts Recognized on the Balance Sheets:
|
|
|
|
|
|
|
|
|
||||||||
Accrued Pension Cost
|
|
$
|
(150,131
|
)
|
|
$
|
(296,394
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued Wages and Salaries
|
|
(3,091
|
)
|
|
(2,608
|
)
|
|
—
|
|
|
—
|
|
||||
Accrued Postretirement Health Care Obligation
|
|
—
|
|
|
—
|
|
|
(72,695
|
)
|
|
(89,842
|
)
|
||||
Accrued Liabilities
|
|
—
|
|
|
—
|
|
|
(16,113
|
)
|
|
(22,827
|
)
|
||||
Accrued Employee Benefits
|
|
—
|
|
|
—
|
|
|
(22,698
|
)
|
|
(24,185
|
)
|
||||
Net Amount Recognized at End of Year
|
|
$
|
(153,222
|
)
|
|
$
|
(299,002
|
)
|
|
$
|
(111,506
|
)
|
|
$
|
(136,854
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
||||||||
Transition Assets (Obligation)
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Net Actuarial Loss
|
|
(211,444
|
)
|
|
(294,258
|
)
|
|
(28,668
|
)
|
|
(41,437
|
)
|
||||
Prior Service Credit (Cost)
|
|
(660
|
)
|
|
(2,051
|
)
|
|
8,008
|
|
|
10,198
|
|
||||
Net Amount Recognized at End of Year
|
|
$
|
(212,104
|
)
|
|
$
|
(296,314
|
)
|
|
$
|
(20,660
|
)
|
|
$
|
(31,239
|
)
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||
Components of Net Periodic (Income) Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service Cost-Benefits Earned During the Year
|
|
$
|
13,222
|
|
|
$
|
13,764
|
|
|
$
|
13,475
|
|
|
$
|
358
|
|
|
$
|
407
|
|
|
$
|
486
|
|
Interest Cost on Projected Benefit Obligation
|
|
50,154
|
|
|
56,762
|
|
|
56,696
|
|
|
4,754
|
|
|
6,468
|
|
|
7,088
|
|
||||||
Expected Return on Plan Assets
|
|
(75,832
|
)
|
|
(76,445
|
)
|
|
(76,975
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transition Obligation
|
|
7
|
|
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Prior Service Cost (Credit)
|
|
366
|
|
|
2,856
|
|
|
3,059
|
|
|
(3,589
|
)
|
|
(3,800
|
)
|
|
(3,485
|
)
|
||||||
Actuarial Loss
|
|
34,821
|
|
|
20,230
|
|
|
17,771
|
|
|
7,624
|
|
|
8,942
|
|
|
10,268
|
|
||||||
Net Curtailment Loss
|
|
1,914
|
|
|
375
|
|
|
—
|
|
|
—
|
|
|
359
|
|
|
—
|
|
||||||
Net Periodic Expense
|
|
$
|
24,652
|
|
|
$
|
17,550
|
|
|
$
|
14,034
|
|
|
$
|
9,147
|
|
|
$
|
12,376
|
|
|
$
|
14,357
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
Discount Rate
|
|
4.45%
|
|
5.35%
|
|
5.30%
|
|
3.75%
|
|
4.45%
|
|
4.60%
|
Expected Return on Plan Assets
|
|
8.50%
|
|
8.50%
|
|
8.50%
|
|
n/a
|
|
n/a
|
|
n/a
|
Compensation Increase Rate
|
|
3.0-4.0%
|
|
3.0-4.0%
|
|
3.0-4.0%
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|
Pension
Plans
|
|
Other
Postretirement
Plans
|
||||
Transition Obligation
|
|
$
|
—
|
|
|
$
|
—
|
|
Prior Service Cost (Credit)
|
|
180
|
|
|
(2,895
|
)
|
||
Net Actuarial Loss
|
|
25,076
|
|
|
5,837
|
|
|
|
|
|
|
|
|
|
|
|
Plan Assets at Year-end
|
||
Asset Category
|
|
Target %
|
|
2013
|
|
2012
|
Domestic Equities
|
|
17%-23%
|
|
22%
|
|
20%
|
International Equities
|
|
3%-7%
|
|
10%
|
|
4%
|
Alternative & Absolute Return
|
|
20%-30%
|
|
26%
|
|
29%
|
Emerging Markets Global Balanced
|
|
0%
|
|
—%
|
|
2%
|
Fixed Income
|
|
42%-48%
|
|
39%
|
|
44%
|
Cash Equivalents
|
|
1%
|
|
3%
|
|
1%
|
|
|
|
|
100%
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
June 30, 2013
|
||||||||||||||
Category
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Short-Term Investments:
|
|
|
|
$
|
26,714
|
|
|
$
|
26,714
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed Income Securities:
|
|
|
|
369,744
|
|
|
—
|
|
|
369,744
|
|
|
—
|
|
||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. common stocks
|
|
|
|
211,767
|
|
|
211,767
|
|
|
—
|
|
|
—
|
|
||||
International mutual funds
|
|
|
|
100,392
|
|
|
100,392
|
|
|
—
|
|
|
—
|
|
||||
Other Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Venture capital funds
|
|
(A)
|
|
153,645
|
|
|
—
|
|
|
—
|
|
|
153,645
|
|
||||
Debt funds
|
|
(B)
|
|
27,299
|
|
|
—
|
|
|
—
|
|
|
27,299
|
|
||||
Real estate funds
|
|
(C)
|
|
11,506
|
|
|
—
|
|
|
—
|
|
|
11,506
|
|
||||
Private equity funds
|
|
(D)
|
|
61,566
|
|
|
—
|
|
|
—
|
|
|
61,566
|
|
||||
Fair Value of Plan Assets at End of Year
|
|
|
|
$
|
962,633
|
|
|
$
|
338,873
|
|
|
$
|
369,744
|
|
|
$
|
254,016
|
|
|
|
|
|
July 1, 2012
|
||||||||||||||
Category
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Short-Term Investments:
|
|
|
|
$
|
7,337
|
|
|
$
|
7,337
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed Income Securities:
|
|
|
|
408,790
|
|
|
—
|
|
|
408,790
|
|
|
—
|
|
||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. common stocks
|
|
|
|
188,997
|
|
|
188,997
|
|
|
—
|
|
|
—
|
|
||||
International mutual funds
|
|
|
|
36,066
|
|
|
36,066
|
|
|
—
|
|
|
—
|
|
||||
Other Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Venture capital funds
|
|
(A)
|
|
152,093
|
|
|
—
|
|
|
—
|
|
|
152,093
|
|
||||
Debt funds
|
|
(B)
|
|
36,211
|
|
|
—
|
|
|
—
|
|
|
36,211
|
|
||||
Real estate funds
|
|
(C)
|
|
13,888
|
|
|
—
|
|
|
—
|
|
|
13,888
|
|
||||
Private equity funds
|
|
(D)
|
|
71,185
|
|
|
—
|
|
|
—
|
|
|
71,185
|
|
||||
Global balanced funds
|
|
(E)
|
|
23,178
|
|
|
—
|
|
|
—
|
|
|
23,178
|
|
||||
Fair Value of Plan Assets at End of Year
|
|
|
|
$
|
937,745
|
|
|
$
|
232,400
|
|
|
$
|
408,790
|
|
|
$
|
296,555
|
|
|
|
|
|
|
|
(A)
|
This category invests in a combination of public and private securities of companies in financial distress, spin-offs, or new projects focused on technology and manufacturing.
|
(B)
|
This fund primarily invests in the debt of various entities including corporations and governments in emerging markets, mezzanine financing, or entities that are undergoing, are considered likely to undergo or have undergone a reorganization.
|
(C)
|
This category invests primarily in real estate related investments, including real estate properties, securities of real estate companies and other companies with significant real estate assets as well as real estate related debt and equity securities.
|
(D)
|
Primarily represents investments in all sizes of mostly privately held operating companies in the following core industry sectors: healthcare, energy, financial services, technology-media-telecommunications and industrial and consumer.
|
(E)
|
Primarily represents investments in emerging market debt and equity.
|
Category
|
|
July 1, 2012
Fair Value
|
|
Purchases,
Sales,
Issuances,
and
Settlements
|
|
Realized
and
Unrealized
Gain
(Loss)
|
|
June 30, 2013
Fair Value (a)
|
||||||||
Venture capital funds
|
|
$
|
152,093
|
|
|
$
|
(16,360
|
)
|
|
$
|
17,912
|
|
|
$
|
153,645
|
|
Debt funds
|
|
36,211
|
|
|
(7,258
|
)
|
|
(1,654
|
)
|
|
27,299
|
|
||||
Real estate funds
|
|
13,888
|
|
|
(3,272
|
)
|
|
890
|
|
|
11,506
|
|
||||
Private equity funds
|
|
71,185
|
|
|
(10,094
|
)
|
|
475
|
|
|
61,566
|
|
||||
Global balanced funds
|
|
23,178
|
|
|
(20,000
|
)
|
|
(3,178
|
)
|
|
—
|
|
||||
|
|
$
|
296,555
|
|
|
$
|
(56,984
|
)
|
|
$
|
14,445
|
|
|
$
|
254,016
|
|
Category
|
|
July 3, 2011
Fair Value
|
|
Purchases,
Sales,
Issuances,
and
Settlements
|
|
Realized
and
Unrealized
Gain
(Loss)
|
|
July 1, 2012
Fair Value (a)
|
||||||||
Venture capital funds
|
|
$
|
189,353
|
|
|
$
|
(6,413
|
)
|
|
$
|
(30,847
|
)
|
|
$
|
152,093
|
|
Debt funds
|
|
44,373
|
|
|
(9,451
|
)
|
|
1,289
|
|
|
36,211
|
|
||||
Real estate funds
|
|
17,242
|
|
|
(1,314
|
)
|
|
(2,040
|
)
|
|
13,888
|
|
||||
Private equity funds
|
|
64,215
|
|
|
6,433
|
|
|
537
|
|
|
71,185
|
|
||||
Global balanced funds
|
|
26,662
|
|
|
—
|
|
|
(3,484
|
)
|
|
23,178
|
|
||||
|
|
$
|
341,845
|
|
|
$
|
(10,745
|
)
|
|
$
|
(34,545
|
)
|
|
$
|
296,555
|
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||
Year Ending
|
|
Qualified
|
|
Non-Qualified
|
|
Retiree
Medical
|
|
Retiree Life
|
|
LTD
|
||||||||||
2014
|
|
$
|
74,800
|
|
|
$
|
3,165
|
|
|
$
|
14,516
|
|
|
$
|
1,425
|
|
|
$
|
155
|
|
2015
|
|
75,123
|
|
|
3,239
|
|
|
13,604
|
|
|
1,452
|
|
|
149
|
|
|||||
2016
|
|
75,155
|
|
|
3,282
|
|
|
12,720
|
|
|
1,476
|
|
|
145
|
|
|||||
2017
|
|
75,138
|
|
|
3,338
|
|
|
10,679
|
|
|
1,496
|
|
|
133
|
|
|||||
2018
|
|
75,065
|
|
|
3,380
|
|
|
9,714
|
|
|
1,512
|
|
|
118
|
|
|||||
2019-2023
|
|
371,195
|
|
|
18,460
|
|
|
28,670
|
|
|
7,682
|
|
|
431
|
|
|
|
|
|
|
|
Engines Segment
|
|
Termination Benefits
|
|
Other Costs
|
|
Total
|
||||||
Reserve Balance at July 1, 2012
|
|
$
|
2,227
|
|
|
$
|
3,344
|
|
|
$
|
5,571
|
|
Provisions
|
|
1,444
|
|
|
10,999
|
|
|
12,443
|
|
|||
Cash Expenditures
|
|
(3,572
|
)
|
|
(2,555
|
)
|
|
(6,127
|
)
|
|||
Other Adjustments (1)
|
|
—
|
|
|
(9,213
|
)
|
|
(9,213
|
)
|
|||
Reserve Balance at June 30, 2013
|
|
$
|
99
|
|
|
$
|
2,575
|
|
|
$
|
2,674
|
|
Products Segment
|
|
Termination Benefits
|
|
Other Costs
|
|
Total
|
||||||
Reserve Balance at July 1, 2012
|
|
$
|
942
|
|
|
$
|
445
|
|
|
$
|
1,387
|
|
Provisions
|
|
225
|
|
|
9,528
|
|
|
9,753
|
|
|||
Cash Expenditures
|
|
(1,073
|
)
|
|
(6,337
|
)
|
|
(7,410
|
)
|
|||
Other Adjustments (2)
|
|
—
|
|
|
(3,591
|
)
|
|
(3,591
|
)
|
|||
Reserve Balance at June 30, 2013
|
|
$
|
94
|
|
|
$
|
45
|
|
|
$
|
139
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
||||
Cumulative Translation Adjustments
|
|
$
|
11,885
|
|
|
$
|
12,502
|
|
Unrealized Gain (Loss) on Derivatives
|
|
(3,673
|
)
|
|
(7,654
|
)
|
||
Unrecognized Pension and Postretirement Obligation
|
|
(233,140
|
)
|
|
(327,552
|
)
|
||
Accumulated Other Comprehensive Income (Loss)
|
|
$
|
(224,928
|
)
|
|
$
|
(322,704
|
)
|
|
|
|
|
|
|
|
|
June 30, 2013
Carrying
Amount
|
|
Maximum
Guarantee
|
||||
6.875% Senior Notes
|
|
$
|
225,000
|
|
|
$
|
225,000
|
|
Multicurrency Credit Agreement
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
|
|
|
|
|
CONSOLIDATING BALANCE SHEET:
As of June 30, 2013
|
|
Briggs & Stratton
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
|
$
|
162,628
|
|
|
$
|
1,275
|
|
|
$
|
24,542
|
|
|
$
|
—
|
|
|
$
|
188,445
|
|
Accounts Receivable, Net
|
|
80,017
|
|
|
80,531
|
|
|
30,252
|
|
|
—
|
|
|
190,800
|
|
|||||
Intercompany Accounts Receivable
|
|
11,987
|
|
|
5,971
|
|
|
46,366
|
|
|
(64,324
|
)
|
|
—
|
|
|||||
Inventories, Net
|
|
165,600
|
|
|
175,523
|
|
|
66,972
|
|
|
—
|
|
|
408,095
|
|
|||||
Deferred Tax Asset
|
|
32,543
|
|
|
13,923
|
|
|
1,068
|
|
|
—
|
|
|
47,534
|
|
|||||
Assets Held for Sale
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Prepaid Expenses and Other
|
|
15,194
|
|
|
1,967
|
|
|
6,946
|
|
|
—
|
|
|
24,107
|
|
|||||
Total Current Assets
|
|
$
|
467,969
|
|
|
$
|
279,190
|
|
|
$
|
176,146
|
|
|
$
|
(64,324
|
)
|
|
$
|
858,981
|
|
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
$
|
128,300
|
|
|
$
|
—
|
|
|
$
|
19,052
|
|
|
$
|
—
|
|
|
$
|
147,352
|
|
Investments
|
|
19,764
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,764
|
|
|||||
Investments in Subsidiaries
|
|
520,604
|
|
|
—
|
|
|
—
|
|
|
(520,604
|
)
|
|
—
|
|
|||||
Intercompany Note Receivable
|
|
45,747
|
|
|
81,844
|
|
|
14,486
|
|
|
(142,077
|
)
|
|
—
|
|
|||||
Debt Issuance Costs, Net
|
|
4,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,710
|
|
|||||
Other Intangible Assets, Net
|
|
—
|
|
|
62,612
|
|
|
25,368
|
|
|
—
|
|
|
87,980
|
|
|||||
Long-Term Deferred Tax Asset
|
|
48,694
|
|
|
—
|
|
|
83
|
|
|
(21,233
|
)
|
|
27,544
|
|
|||||
Other Long-Term Assets, Net
|
|
9,810
|
|
|
2,957
|
|
|
1,258
|
|
|
—
|
|
|
14,025
|
|
|||||
Total Other Assets
|
|
$
|
777,629
|
|
|
$
|
147,413
|
|
|
$
|
60,247
|
|
|
$
|
(683,914
|
)
|
|
$
|
301,375
|
|
PLANT AND EQUIPMENT, NET
|
|
224,002
|
|
|
45,475
|
|
|
17,718
|
|
|
—
|
|
|
287,195
|
|
|||||
TOTAL ASSETS
|
|
$
|
1,469,600
|
|
|
$
|
472,078
|
|
|
$
|
254,111
|
|
|
$
|
(748,238
|
)
|
|
$
|
1,447,551
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
|
91,965
|
|
|
37,112
|
|
|
14,112
|
|
|
—
|
|
|
143,189
|
|
|||||
Intercompany Accounts Payable
|
|
38,078
|
|
|
5,197
|
|
|
21,049
|
|
|
(64,324
|
)
|
|
—
|
|
|||||
Short-Term Debt
|
|
—
|
|
|
—
|
|
|
300
|
|
|
—
|
|
|
300
|
|
|||||
Accrued Liabilities
|
|
111,146
|
|
|
7,452
|
|
|
12,668
|
|
|
—
|
|
|
131,266
|
|
|||||
Total Current Liabilities
|
|
$
|
241,189
|
|
|
$
|
49,761
|
|
|
$
|
48,129
|
|
|
$
|
(64,324
|
)
|
|
$
|
274,755
|
|
OTHER LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued Pension Cost
|
|
149,614
|
|
|
472
|
|
|
45
|
|
|
—
|
|
|
150,131
|
|
|||||
Accrued Employee Benefits
|
|
23,458
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,458
|
|
|||||
Accrued Postretirement Health Care Obligation
|
|
57,298
|
|
|
15,397
|
|
|
—
|
|
|
—
|
|
|
72,695
|
|
|||||
Accrued Warranty
|
|
9,400
|
|
|
9,471
|
|
|
—
|
|
|
—
|
|
|
18,871
|
|
|||||
Intercompany Note Payable
|
|
85,095
|
|
|
|
|
|
56,982
|
|
|
(142,077
|
)
|
|
—
|
|
|||||
Deferred Tax Liabilities
|
|
—
|
|
|
21,233
|
|
|
—
|
|
|
(21,233
|
)
|
|
—
|
|
|||||
Other Long-Term Liabilities
|
|
10,608
|
|
|
3,070
|
|
|
1,025
|
|
|
—
|
|
|
14,703
|
|
|||||
Long-Term Debt
|
|
225,000
|
|
|
|
|
|
—
|
|
|
—
|
|
|
225,000
|
|
|||||
Total Other Liabilities
|
|
$
|
560,473
|
|
|
$
|
49,643
|
|
|
$
|
58,052
|
|
|
$
|
(163,310
|
)
|
|
$
|
504,858
|
|
TOTAL SHAREHOLDERS’ INVESTMENT:
|
|
667,938
|
|
|
372,674
|
|
|
147,930
|
|
|
(520,604
|
)
|
|
667,938
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT
|
|
$
|
1,469,600
|
|
|
$
|
472,078
|
|
|
$
|
254,111
|
|
|
$
|
(748,238
|
)
|
|
$
|
1,447,551
|
|
|
|
|
|
|
|
CONSOLIDATING BALANCE SHEET:
As of July 1, 2012
|
|
Briggs & Stratton
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
|
$
|
133,108
|
|
|
$
|
5,375
|
|
|
$
|
17,592
|
|
|
$
|
—
|
|
|
$
|
156,075
|
|
Accounts Receivable, Net
|
|
102,997
|
|
|
97,009
|
|
|
23,990
|
|
|
—
|
|
|
223,996
|
|
|||||
Intercompany Accounts Receivable
|
|
45,391
|
|
|
7,593
|
|
|
69,096
|
|
|
(122,080
|
)
|
|
—
|
|
|||||
Inventories, Net
|
|
149,863
|
|
|
224,642
|
|
|
59,179
|
|
|
—
|
|
|
433,684
|
|
|||||
Deferred Tax Asset
|
|
25,630
|
|
|
17,699
|
|
|
1,198
|
|
|
—
|
|
|
44,527
|
|
|||||
Assets Held for Sale
|
|
—
|
|
|
4,000
|
|
|
6,404
|
|
|
—
|
|
|
10,404
|
|
|||||
Prepaid Expenses and Other
|
|
28,660
|
|
|
11,412
|
|
|
2,742
|
|
|
—
|
|
|
42,814
|
|
|||||
Total Current Assets
|
|
$
|
485,649
|
|
|
$
|
367,730
|
|
|
$
|
180,201
|
|
|
$
|
(122,080
|
)
|
|
$
|
911,500
|
|
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
$
|
128,300
|
|
|
$
|
64,544
|
|
|
$
|
11,920
|
|
|
$
|
—
|
|
|
$
|
204,764
|
|
Investments
|
|
22,163
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,163
|
|
|||||
Investments in Subsidiaries
|
|
556,958
|
|
|
—
|
|
|
—
|
|
|
(556,958
|
)
|
|
—
|
|
|||||
Intercompany Note Receivable
|
|
22,666
|
|
|
36,987
|
|
|
11,137
|
|
|
(70,790
|
)
|
|
—
|
|
|||||
Debt Issuance Costs, Net
|
|
5,717
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,717
|
|
|||||
Other Intangible Assets, Net
|
|
—
|
|
|
83,242
|
|
|
3,825
|
|
|
—
|
|
|
87,067
|
|
|||||
Long-Term Deferred Tax Asset
|
|
108,003
|
|
|
—
|
|
|
2
|
|
|
(41,054
|
)
|
|
66,951
|
|
|||||
Other Long-Term Assets, Net
|
|
4,813
|
|
|
2,733
|
|
|
1,274
|
|
|
—
|
|
|
8,820
|
|
|||||
Total Other Assets
|
|
$
|
848,620
|
|
|
$
|
187,506
|
|
|
$
|
28,158
|
|
|
$
|
(668,802
|
)
|
|
$
|
395,482
|
|
PLANT AND EQUIPMENT, NET
|
|
230,253
|
|
|
53,105
|
|
|
17,891
|
|
|
—
|
|
|
301,249
|
|
|||||
TOTAL ASSETS
|
|
$
|
1,564,522
|
|
|
$
|
608,341
|
|
|
$
|
226,250
|
|
|
$
|
(790,882
|
)
|
|
$
|
1,608,231
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
|
85,839
|
|
|
44,829
|
|
|
20,485
|
|
|
—
|
|
|
151,153
|
|
|||||
Intercompany Accounts Payable
|
|
56,674
|
|
|
26,661
|
|
|
38,761
|
|
|
(122,096
|
)
|
|
—
|
|
|||||
Short-Term Debt
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
3,000
|
|
|||||
Accrued Liabilities
|
|
108,079
|
|
|
28,706
|
|
|
14,971
|
|
|
—
|
|
|
151,756
|
|
|||||
Total Current Liabilities
|
|
$
|
250,592
|
|
|
$
|
100,196
|
|
|
$
|
77,217
|
|
|
$
|
(122,096
|
)
|
|
$
|
305,909
|
|
OTHER LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued Pension Cost
|
|
295,862
|
|
|
464
|
|
|
68
|
|
|
—
|
|
|
296,394
|
|
|||||
Accrued Employee Benefits
|
|
25,035
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,035
|
|
|||||
Accrued Postretirement Health Care Obligation
|
|
73,575
|
|
|
16,267
|
|
|
—
|
|
|
—
|
|
|
89,842
|
|
|||||
Accrued Warranty
|
|
9,900
|
|
|
6,515
|
|
|
—
|
|
|
—
|
|
|
16,415
|
|
|||||
Intercompany Note Payable
|
|
41,147
|
|
|
—
|
|
|
29,627
|
|
|
(70,774
|
)
|
|
—
|
|
|||||
Deferred Tax Liabilities
|
|
—
|
|
|
41,054
|
|
|
—
|
|
|
(41,054
|
)
|
|
—
|
|
|||||
Other Long-Term Liabilities
|
|
11,441
|
|
|
4,970
|
|
|
1,255
|
|
|
—
|
|
|
17,666
|
|
|||||
Long-Term Debt
|
|
225,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225,000
|
|
|||||
Total Other Liabilities
|
|
$
|
681,960
|
|
|
$
|
69,270
|
|
|
$
|
30,950
|
|
|
$
|
(111,828
|
)
|
|
$
|
670,352
|
|
TOTAL SHAREHOLDERS’ INVESTMENT:
|
|
631,970
|
|
|
438,875
|
|
|
118,083
|
|
|
(556,958
|
)
|
|
631,970
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT
|
|
$
|
1,564,522
|
|
|
$
|
608,341
|
|
|
$
|
226,250
|
|
|
$
|
(790,882
|
)
|
|
$
|
1,608,231
|
|
|
|
|
|
|
|
CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Fiscal Year Ended June 30, 2013
|
|
Briggs & Stratton
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
|
$
|
1,126,562
|
|
|
$
|
695,137
|
|
|
$
|
277,516
|
|
|
$
|
(236,717
|
)
|
|
$
|
1,862,498
|
|
Cost of Goods Sold
|
|
916,859
|
|
|
626,266
|
|
|
208,189
|
|
|
(236,717
|
)
|
|
1,514,597
|
|
|||||
Restructuring Charges
|
|
9,614
|
|
|
8,618
|
|
|
529
|
|
|
—
|
|
|
18,761
|
|
|||||
Gross Profit
|
|
200,089
|
|
|
60,253
|
|
|
68,798
|
|
|
—
|
|
|
329,140
|
|
|||||
Engineering, Selling, General and Administrative Expenses
|
|
161,465
|
|
|
71,434
|
|
|
43,289
|
|
|
—
|
|
|
276,188
|
|
|||||
Restructuring Charges
|
|
3,435
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,435
|
|
|||||
Goodwill and Tradename Impairment
|
|
—
|
|
|
83,314
|
|
|
6,766
|
|
|
—
|
|
|
90,080
|
|
|||||
Equity in Loss from Subsidiaries
|
|
45,191
|
|
|
—
|
|
|
—
|
|
|
(45,191
|
)
|
|
—
|
|
|||||
Income (Loss) from Operations
|
|
(10,002
|
)
|
|
(94,495
|
)
|
|
18,743
|
|
|
45,191
|
|
|
(40,563
|
)
|
|||||
Interest Expense
|
|
(18,369
|
)
|
|
(3
|
)
|
|
(147
|
)
|
|
—
|
|
|
(18,519
|
)
|
|||||
Other Income, Net
|
|
6,225
|
|
|
286
|
|
|
430
|
|
|
—
|
|
|
6,941
|
|
|||||
Income (Loss) Before Provision for Income Taxes
|
|
(22,146
|
)
|
|
(94,212
|
)
|
|
19,026
|
|
|
45,191
|
|
|
(52,141
|
)
|
|||||
Provision (Credit) for Income Taxes
|
|
11,511
|
|
|
(30,902
|
)
|
|
907
|
|
|
—
|
|
|
(18,484
|
)
|
|||||
Net Income (Loss)
|
|
$
|
(33,657
|
)
|
|
$
|
(63,310
|
)
|
|
$
|
18,119
|
|
|
$
|
45,191
|
|
|
$
|
(33,657
|
)
|
Comprehensive Income (Loss)
|
|
$
|
64,119
|
|
|
$
|
(62,068
|
)
|
|
$
|
16,779
|
|
|
$
|
45,289
|
|
|
$
|
64,119
|
|
For the Fiscal Year Ended July 1, 2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
|
$
|
1,235,805
|
|
|
$
|
835,011
|
|
|
$
|
321,216
|
|
|
$
|
(325,499
|
)
|
|
$
|
2,066,533
|
|
Cost of Goods Sold
|
|
1,007,493
|
|
|
744,103
|
|
|
258,951
|
|
|
(325,499
|
)
|
|
1,685,048
|
|
|||||
Restructuring Charges
|
|
4,235
|
|
|
28,790
|
|
|
11,735
|
|
|
—
|
|
|
44,760
|
|
|||||
Gross Profit
|
|
224,077
|
|
|
62,118
|
|
|
50,530
|
|
|
—
|
|
|
336,725
|
|
|||||
Engineering, Selling, General and Administrative Expenses
|
|
167,133
|
|
|
80,915
|
|
|
42,333
|
|
|
—
|
|
|
290,381
|
|
|||||
Restructuring Charges
|
|
4,001
|
|
|
1,106
|
|
|
—
|
|
|
—
|
|
|
5,107
|
|
|||||
Equity in Loss from Subsidiaries
|
|
5,881
|
|
|
—
|
|
|
—
|
|
|
(5,881
|
)
|
|
—
|
|
|||||
Income (Loss) from Operations
|
|
47,062
|
|
|
(19,903
|
)
|
|
8,197
|
|
|
5,881
|
|
|
41,237
|
|
|||||
Interest Expense
|
|
(18,347
|
)
|
|
(33
|
)
|
|
(162
|
)
|
|
—
|
|
|
(18,542
|
)
|
|||||
Other Income, Net
|
|
4,830
|
|
|
207
|
|
|
2,141
|
|
|
—
|
|
|
7,178
|
|
|||||
Income (Loss) Before Provision for Income Taxes
|
|
33,545
|
|
|
(19,729
|
)
|
|
10,176
|
|
|
5,881
|
|
|
29,873
|
|
|||||
Provision (Credit) for Income Taxes
|
|
4,539
|
|
|
(8,897
|
)
|
|
5,225
|
|
|
—
|
|
|
867
|
|
|||||
Net Income (Loss)
|
|
$
|
29,006
|
|
|
$
|
(10,832
|
)
|
|
$
|
4,951
|
|
|
$
|
5,881
|
|
|
$
|
29,006
|
|
Comprehensive Income (Loss)
|
|
$
|
(50,200
|
)
|
|
$
|
(12,062
|
)
|
|
$
|
(2,529
|
)
|
|
$
|
14,591
|
|
|
$
|
(50,200
|
)
|
For the Fiscal Year Ended July 3, 2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
|
$
|
1,327,378
|
|
|
$
|
752,970
|
|
|
$
|
343,293
|
|
|
$
|
(313,643
|
)
|
|
$
|
2,109,998
|
|
Cost of Goods Sold
|
|
1,047,229
|
|
|
705,410
|
|
|
272,686
|
|
|
(313,643
|
)
|
|
1,711,682
|
|
|||||
Gross Profit
|
|
280,149
|
|
|
47,560
|
|
|
70,607
|
|
|
—
|
|
|
398,316
|
|
|||||
Engineering, Selling, General and Administrative Expenses
|
|
179,263
|
|
|
75,315
|
|
|
42,535
|
|
|
—
|
|
|
297,113
|
|
|||||
Restructuring Charges
|
|
559
|
|
|
2,978
|
|
|
—
|
|
|
—
|
|
|
3,537
|
|
|||||
Goodwill Impairment
|
|
—
|
|
|
49,450
|
|
|
—
|
|
|
—
|
|
|
49,450
|
|
|||||
Equity in Loss from Subsidiaries
|
|
28,636
|
|
|
—
|
|
|
—
|
|
|
(28,636
|
)
|
|
—
|
|
|||||
Income (Loss) from Operations
|
|
71,691
|
|
|
(80,183
|
)
|
|
28,072
|
|
|
28,636
|
|
|
48,216
|
|
|||||
Interest Expense
|
|
(23,084
|
)
|
|
(66
|
)
|
|
(168
|
)
|
|
—
|
|
|
(23,318
|
)
|
|||||
Other Income, Net
|
|
4,331
|
|
|
308
|
|
|
2,517
|
|
|
—
|
|
|
7,156
|
|
|||||
Income (Loss) Before Provision for Income Taxes
|
|
52,938
|
|
|
(79,941
|
)
|
|
30,421
|
|
|
28,636
|
|
|
32,054
|
|
|||||
Provision (Credit) for Income Taxes
|
|
28,583
|
|
|
(25,552
|
)
|
|
4,668
|
|
|
—
|
|
|
7,699
|
|
|||||
Net Income (Loss)
|
|
$
|
24,355
|
|
|
$
|
(54,389
|
)
|
|
$
|
25,753
|
|
|
$
|
28,636
|
|
|
$
|
24,355
|
|
Comprehensive Income (Loss)
|
|
$
|
99,566
|
|
|
$
|
(54,069
|
)
|
|
$
|
39,745
|
|
|
$
|
14,323
|
|
|
$
|
99,566
|
|
|
|
|
|
|
|
CONSOLIDATING STATEMENT
OF CASH FLOWS:
For the Fiscal Year Ended June 30, 2013
|
|
Briggs & Stratton
Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Cash Provided by Operating Activities
|
|
$
|
69,746
|
|
|
$
|
40,812
|
|
|
$
|
50,255
|
|
|
$
|
—
|
|
|
$
|
160,813
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to Plant and Equipment
|
|
(36,306
|
)
|
|
(6,120
|
)
|
|
(2,452
|
)
|
|
—
|
|
|
(44,878
|
)
|
|||||
Cash Paid for Acquisition, Net of Cash Acquired
|
|
—
|
|
|
—
|
|
|
(59,627
|
)
|
|
—
|
|
|
(59,627
|
)
|
|||||
Proceeds Received on Disposition of Plant and Equipment
|
|
70
|
|
|
6,068
|
|
|
6,354
|
|
|
—
|
|
|
12,492
|
|
|||||
Cash Investment in Subsidiary
|
|
(15,194
|
)
|
|
—
|
|
|
15,194
|
|
|
—
|
|
|
—
|
|
|||||
Net Cash Used in Investing Activities
|
|
(51,430
|
)
|
|
(52
|
)
|
|
(40,531
|
)
|
|
—
|
|
|
(92,013
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt
|
|
44,860
|
|
|
(44,860
|
)
|
|
(2,700
|
)
|
|
—
|
|
|
(2,700
|
)
|
|||||
Cash Dividends Paid
|
|
(23,285
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,285
|
)
|
|||||
Stock Option Exercise Proceeds and Tax Benefits
|
|
19,988
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,988
|
|
|||||
Treasury Stock Repurchases
|
|
(30,359
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,359
|
)
|
|||||
Net Cash Provided by (Used in) Financing Activities
|
|
11,204
|
|
|
(44,860
|
)
|
|
(2,700
|
)
|
|
—
|
|
|
(36,356
|
)
|
|||||
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
—
|
|
|
—
|
|
|
(74
|
)
|
|
—
|
|
|
(74
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
29,520
|
|
|
(4,100
|
)
|
|
6,950
|
|
|
—
|
|
|
32,370
|
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
|
133,108
|
|
|
5,375
|
|
|
17,592
|
|
|
—
|
|
|
156,075
|
|
|||||
Cash and Cash Equivalents, End of Year
|
|
$
|
162,628
|
|
|
$
|
1,275
|
|
|
$
|
24,542
|
|
|
$
|
—
|
|
|
$
|
188,445
|
|
|
|
|
|
|
|
CONSOLIDATING STATEMENT
OF CASH FLOWS:
For the Fiscal Year Ended July 1, 2012
|
|
Briggs & Stratton Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Cash Provided by (Used in) Operating Activities
|
|
$
|
82,114
|
|
|
$
|
2,879
|
|
|
$
|
(19,032
|
)
|
|
$
|
—
|
|
|
$
|
65,961
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to Plant and Equipment
|
|
(40,456
|
)
|
|
(6,588
|
)
|
|
(2,529
|
)
|
|
—
|
|
|
(49,573
|
)
|
|||||
Cash Paid for Acquisition, Net of Cash Acquired
|
|
—
|
|
|
—
|
|
|
(2,673
|
)
|
|
—
|
|
|
(2,673
|
)
|
|||||
Proceeds Received on Disposition of Plant and Equipment
|
|
141
|
|
|
1,278
|
|
|
38
|
|
|
—
|
|
|
1,457
|
|
|||||
Cash Investment in Subsidiary
|
|
2,141
|
|
|
—
|
|
|
(2,141
|
)
|
|
—
|
|
|
—
|
|
|||||
Net Cash Used in Investing Activities
|
|
(38,174
|
)
|
|
(5,310
|
)
|
|
(7,305
|
)
|
|
—
|
|
|
(50,789
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt
|
|
(6,434
|
)
|
|
6,434
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Debt Issuance Costs
|
|
(2,007
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,007
|
)
|
|||||
Cash Dividends Paid
|
|
(22,011
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,011
|
)
|
|||||
Stock Option Exercise Proceeds and Tax Benefits
|
|
235
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
235
|
|
|||||
Treasury Stock Repurchases
|
|
(39,287
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39,287
|
)
|
|||||
Net Cash Provided by (Used in) Financing Activities
|
|
(69,504
|
)
|
|
6,434
|
|
|
—
|
|
|
—
|
|
|
(63,070
|
)
|
|||||
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
—
|
|
|
—
|
|
|
(5,666
|
)
|
|
—
|
|
|
(5,666
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(25,564
|
)
|
|
4,003
|
|
|
(32,003
|
)
|
|
—
|
|
|
(53,564
|
)
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
|
158,672
|
|
|
1,372
|
|
|
49,595
|
|
|
—
|
|
|
209,639
|
|
|||||
Cash and Cash Equivalents, End of Year
|
|
$
|
133,108
|
|
|
$
|
5,375
|
|
|
$
|
17,592
|
|
|
$
|
—
|
|
|
$
|
156,075
|
|
|
|
|
|
|
|
CONSOLIDATING STATEMENT
OF CASH FLOWS:
For the Fiscal Year Ended July 3, 2011
|
|
Briggs & Stratton Corporation
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Cash Provided by (Used in)Operating Activities
|
|
$
|
126,397
|
|
|
$
|
(13,433
|
)
|
|
$
|
43,967
|
|
|
$
|
—
|
|
|
$
|
156,931
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to Plant and Equipment
|
|
(47,627
|
)
|
|
(9,384
|
)
|
|
(2,908
|
)
|
|
—
|
|
|
(59,919
|
)
|
|||||
Proceeds Received on Disposition of Plant and Equipment
|
|
73
|
|
|
49
|
|
|
26
|
|
|
—
|
|
|
148
|
|
|||||
Cash Investment in Subsidiary
|
|
3,908
|
|
|
—
|
|
|
(3,908
|
)
|
|
—
|
|
|
—
|
|
|||||
Net Cash Used in Investing Activities
|
|
(43,646
|
)
|
|
(9,335
|
)
|
|
(6,790
|
)
|
|
—
|
|
|
(59,771
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Borrowings on Loans, Notes Payable and Long-Term Debt
|
|
837
|
|
|
20,465
|
|
|
—
|
|
|
—
|
|
|
21,302
|
|
|||||
Debt Issuance Costs
|
|
(4,994
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,994
|
)
|
|||||
Cash Dividends Paid
|
|
(22,334
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,334
|
)
|
|||||
Stock Option Exercise Proceeds and Tax Benefits
|
|
1,532
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,532
|
|
|||||
Net Cash Provided by (Used in) Financing Activities
|
|
(24,959
|
)
|
|
20,465
|
|
|
—
|
|
|
—
|
|
|
(4,494
|
)
|
|||||
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
—
|
|
|
—
|
|
|
419
|
|
|
—
|
|
|
419
|
|
|||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
57,792
|
|
|
(2,303
|
)
|
|
37,596
|
|
|
—
|
|
|
93,085
|
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
|
100,880
|
|
|
3,675
|
|
|
11,999
|
|
|
—
|
|
|
116,554
|
|
|||||
Cash and Cash Equivalents, End of Year
|
|
$
|
158,672
|
|
|
$
|
1,372
|
|
|
$
|
49,595
|
|
|
$
|
—
|
|
|
$
|
209,639
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
Quarterly Financial Data, Dividend and Market Information (Unaudited)
|
||
|
|
|
|
|
In Thousands
|
||||||||||
Quarter Ended
|
|
Net Sales
|
|
Gross Profit
|
|
Net Income (Loss)
|
||||||
Fiscal 2013
|
|
|
|
|
|
|
||||||
September (1)
|
|
$
|
309,020
|
|
|
$
|
43,870
|
|
|
$
|
(16,527
|
)
|
December (2)
|
|
439,066
|
|
|
76,913
|
|
|
(635
|
)
|
|||
March (3)
|
|
637,259
|
|
|
126,788
|
|
|
38,516
|
|
|||
June (4)
|
|
477,153
|
|
|
81,569
|
|
|
(55,011
|
)
|
|||
Total
|
|
$
|
1,862,498
|
|
|
$
|
329,140
|
|
|
$
|
(33,657
|
)
|
Fiscal 2012
|
|
|
|
|
|
|
||||||
September
|
|
$
|
397,297
|
|
|
$
|
66,054
|
|
|
$
|
(5,220
|
)
|
December
|
|
447,947
|
|
|
73,880
|
|
|
2,697
|
|
|||
March (5)
|
|
720,097
|
|
|
127,112
|
|
|
39,937
|
|
|||
June (6)
|
|
501,192
|
|
|
69,679
|
|
|
(8,408
|
)
|
|||
Total
|
|
$
|
2,066,533
|
|
|
$
|
336,725
|
|
|
$
|
29,006
|
|
|
|
Per Share of Common Stock
|
||||||||||||||
|
|
|
|
|
|
Market Price Range on
New York Stock Exchange
|
||||||||||
Quarter Ended
|
|
Net Income
(Loss) (7)
|
|
Dividends
Declared
|
|
High
|
|
Low
|
||||||||
Fiscal 2013
|
|
|
|
|
|
|
|
|
||||||||
September (1)
|
|
$
|
(0.35
|
)
|
|
$
|
0.12
|
|
|
$
|
19.88
|
|
|
$
|
16.20
|
|
December (2)
|
|
(0.02
|
)
|
|
0.12
|
|
|
21.46
|
|
|
18.70
|
|
||||
March (3)
|
|
0.78
|
|
|
0.12
|
|
|
25.52
|
|
|
20.34
|
|
||||
June (4)
|
|
(1.17
|
)
|
|
0.12
|
|
|
24.80
|
|
|
18.69
|
|
||||
Total
|
|
$
|
(0.73
|
)
|
|
$
|
0.48
|
|
|
|
|
|
||||
Fiscal 2012
|
|
|
|
|
|
|
|
|
||||||||
September
|
|
$
|
(0.10
|
)
|
|
$
|
0.11
|
|
|
$
|
20.81
|
|
|
$
|
12.42
|
|
December
|
|
0.05
|
|
|
0.11
|
|
|
17.17
|
|
|
12.36
|
|
||||
March (5)
|
|
0.80
|
|
|
0.11
|
|
|
18.28
|
|
|
15.12
|
|
||||
June (6)
|
|
(0.18
|
)
|
|
0.11
|
|
|
18.60
|
|
|
16.32
|
|
||||
Total
|
|
$
|
0.57
|
|
|
$
|
0.44
|
|
|
|
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
(a)
|
Executive Officers. Reference is made to “Executive Officers of Registrant” in Part I after Item 4.
|
(b)
|
Directors. The information required by this Item is in Briggs & Stratton’s definitive Proxy Statement, prepared for the
2013
Annual Meeting of Shareholders, under the caption “Item 1: Election of Directors” and “General Information About Incumbent Directors”, and is incorporated herein by reference.
|
(c)
|
Section 16 Compliance. The information required by this Item is in Briggs & Stratton’s definitive Proxy Statement, prepared for the
2013
Annual Meeting of Shareholders, under the caption “Section 16(a) Beneficial Ownership Reporting Compliance”, and is incorporated herein by reference.
|
(d)
|
Audit Committee Financial Expert. The information required by this Item is in Briggs & Stratton’s definitive Proxy Statement, prepared for the
2013
Annual Meeting of Shareholders, under the caption “Other Corporate Governance Matters – Board Committees – Audit Committee”, and is incorporated herein by reference.
|
(e)
|
Identification of Audit Committee. The information required by this Item is in Briggs & Stratton’s definitive Proxy Statement, prepared for the
2013
Annual Meeting of Shareholders, under the caption “Other Corporate Governance Matters – Board Committees – Audit Committee”, and is incorporated herein by reference.
|
(f)
|
Code of Ethics. Briggs & Stratton has adopted a written code of ethics, referred to as the Briggs & Stratton Business Integrity Manual applicable to all directors, officers and employees, which includes provisions related to accounting and financial matters applicable to the Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Controller. The Briggs & Stratton Business Integrity Manual is available on the Company’s corporate website at
www.basco.com.
If the Company makes any substantive amendment to, or grants any waiver of, the code of ethics for any director or officer, Briggs & Stratton will disclose the nature of such amendment or waiver on its corporate website or in a Current Report on Form 8-K.
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
1.
|
Financial Statements
|
2.
|
Financial Statement Schedules
|
3.
|
Exhibits
|
Reserve for
Doubtful Accounts
Receivable
|
|
Balance
Beginning
of Year
|
|
Additions
Charged
to Earnings
|
|
Charges to
Reserve, Net
|
|
Balance
End of
Year
|
2013
|
|
$5,780,000
|
|
1,881,000
|
|
(1,160,000)
|
|
$6,501,000
|
2012
|
|
$4,971,000
|
|
3,608,000
|
|
(2,799,000)
|
|
$5,780,000
|
2011
|
|
$11,317,000
|
|
1,916,000
|
|
(8,262,000)
|
|
$4,971,000
|
Deferred Tax
Assets Valuation
Allowance
|
|
Balance
Beginning
of Year
|
|
Allowance
Established for
Net Operating
and Other Loss
Carryforwards
|
|
Allowance
Reversed for
Loss Carryforwards
Utilized and
Other Adjustments
|
|
Balance
End of
Year
|
2013
|
|
$12,025,000
|
|
9,210,000
|
|
(8,510,000)
|
|
$12,725,000
|
2012
|
|
$7,259,000
|
|
5,430,000
|
|
(664,000)
|
|
$12,025,000
|
2011
|
|
$9,130,000
|
|
774,000
|
|
(2,645,000)
|
|
$7,259,000
|
|
|
|
|
|
|
|
BRIGGS & STRATTON CORPORATION
|
||
|
|
|
||
|
|
By
|
|
/s/ David J. Rodgers
|
|
|
|
|
David J. Rodgers
|
August 27, 2013
|
|
|
|
Senior Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
/s/ Todd J. Teske
|
|
|
|
/s/ Patricia L. Kampling
|
Todd J. Teske
|
|
|
|
Patricia L. Kampling
|
Chairman, President and Chief Executive
|
|
|
|
Director
|
Officer and Director (Principal Executive Officer)
|
|
|
|
|
|
|
|
||
/s/ David J. Rodgers
|
|
|
|
/s/ Keith R. McLoughlin
|
David J. Rodgers
|
|
|
|
Keith R. McLoughlin
|
Senior Vice President and Chief Financial
|
|
|
|
Director
|
Officer (Principal Financial Officer and
|
|
|
|
|
Principal Accounting Officer)
|
|
|
|
|
|
|
|
||
/s/ William F. Achtmeyer
|
|
|
|
/s/ Robert J. O'Toole
|
William F. Achtmeyer
|
|
|
|
Robert J. O’Toole
|
Director
|
|
|
|
Director
|
|
|
|
||
/s/ Henrik C. Slipsager
|
|
|
|
/s/ Charles I. Story
|
Henrik C. Slipsager
|
|
|
|
Charles I. Story
|
Director
|
|
|
|
Director
|
|
|
|
||
/s/ James E. Humphrey
|
|
|
|
/s/ Brian C. Walker
|
James E. Humphrey
|
|
|
|
Brian C. Walker
|
Director
|
|
|
|
Director
|
|
|
|
||
|
|
|
|
*Each signature affixed as of
|
|
|
|
|
August 27, 2013
|
No.
|
|
Document Description
|
3.1
|
|
Articles of Incorporation.
|
|
|
(Filed as Exhibit 3.2 to the Company’s Report on Form 10-Q for the quarter ended October 2, 1994 and incorporated by reference herein.)
|
|
|
|
3.1 (a)
|
|
Amendment to Articles of Incorporation.
|
|
|
(Filed as Exhibit 3.1 to the Company’s Report on Form 10-Q for the quarter ended September 26, 2004 and incorporated by reference herein.)
|
|
|
|
3.2
|
|
Bylaws, as amended and restated as adopted April 15, 2009.
|
|
|
(Filed as Exhibit 3.2 to the Company’s Report on Form 10-Q for the quarter ended March 29, 2009 and incorporated by reference herein.)
|
|
|
|
3.2(a)
|
|
Amendments to Bylaws as adopted August 8, 2012.
|
|
|
(Filed as Exhibit 3.1 to the Company’s Report on Form 8-K dated August 8, 2012 and incorporated by reference herein.)
|
|
|
|
4.0
|
|
Rights Agreement dated as of August 7, 1996, as amended through August 8, 2012, between Briggs & Stratton Corporation and Wells Fargo Bank, N.A., as successor rights agent, which includes the form of Right Certificate as Exhibit A and the Summary of Rights to Purchase Common Shares as Exhibit B.
|
|
|
(Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A/A dated as of August 13, 2012 and incorporated by reference herein.)
|
|
|
|
4.1
|
|
Indenture, dated December 10, 2010, among Briggs & Stratton Corporation, Briggs & Stratton Power Products Group, LLC and Wells Fargo Bank, National Association, as Trustee.
|
|
|
(Filed as Exhibit 4.1 to the Company’s Report on Form 10-Q for the quarter ended December 26, 2010 and incorporated by reference herein.)
|
|
|
|
4.2
|
|
First Supplemental Indenture, dated December 20, 2010, among Briggs & Stratton Corporation, Briggs & Stratton Power Products Group, LLC and Wells Fargo Bank, National Association, as Trustee.
|
|
|
(Filed as Exhibit 4.2 to the Company’s Report on Form 10-Q for the quarter ended December 26, 2010 and incorporated by reference herein.)
|
|
|
|
10.1*
|
|
Amended and Restated Supplemental Executive Retirement Plan.
|
|
|
(Filed as Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarter ended April 1, 2012 and incorporated by reference herein.)
|
|
|
|
10.1 (a)*
|
|
Amendment to the Amended and Restated Supplemental Executive Retirement Plan.
|
|
|
(Filed as Exhibit 10.2 to the Company's Current Report on Form 8-K dated December 14, 2012 and incorporated herein by reference.)
|
|
|
|
10.2*
|
|
Amended and Restated Economic Value Added Incentive Compensation Plan.
|
|
|
(Filed herewith.)
|
|
|
|
10.3*
|
|
Amended and Restated Form of Change of Control Employment Agreement.
|
|
|
(Filed as Exhibit 10.3 to the Company’s Report on Form 10-K for fiscal year ended June 28, 2009 and incorporated herein by reference.)
|
|
|
|
10.3 (a)*
|
|
Amended and Restated Form of Change of Control Employment Agreement for new officers of the Company.
|
|
|
(Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated October 14, 2009 and incorporated by reference herein.)
|
|
|
No.
|
|
Document Description
|
10.4*
|
|
Trust Agreement with an independent trustee to provide payments under various compensation agreements with Company employees upon the occurrence of a change in control.
|
|
|
(Filed as Exhibit 10.5 (a) to the Company’s Annual Report on Form 10-K for fiscal year ended July 2, 1995 and incorporated by reference herein.)
|
|
|
|
10.4 (a)*
|
|
Amendment to Trust Agreement with an independent trustee to provide payments under various compensation agreements with Company employees.
|
|
|
(Filed as Exhibit 10.5 (b) to the Company’s Annual Report on Form 10-K for fiscal year ended July 2, 1995 and incorporated by reference herein.)
|
|
|
|
10.4 (b)*
|
|
Amendment to Trust Agreement with an independent trustee to provide payments under various compensation agreements with Company employees.
|
|
|
(Filed as Exhibit 10.4(b) to the Company’s Annual Report on Form 10-K for fiscal year ended July 3, 2011 and incorporated by reference herein.)
|
|
|
|
10.5*
|
|
1999 Amended and Restated Stock Incentive Plan.
|
|
|
(Filed as Exhibit A to the Company’s 1999 Annual Meeting Proxy Statement and incorporated by reference herein.)
|
|
|
|
10.5 (a)*
|
|
Amendment to Stock Incentive Plan.
|
|
|
(Filed as Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarter ended March 30, 2003 and incorporated by reference herein.)
|
|
|
|
10.5 (b)*
|
|
Amendment to Stock Incentive Plan.
|
|
|
(Filed as Exhibit 10.5 (c) to the Company’s Report on Form 10-K for fiscal year ended June 27, 2004 and incorporated by reference herein.)
|
|
|
|
10.5 (c)*
|
|
Amended and Restated Briggs & Stratton Corporation Incentive Compensation Plan.
|
|
|
(Filed as Exhibit 10.5 (c) to the Company’s Report on Form 10-K for fiscal year ended June 27, 2010 and incorporated by reference herein.)
|
|
|
|
10.6*
|
|
Amended and Restated Briggs & Stratton Premium Option and Stock Award Program, effective beginning with plan year 2010.
|
|
|
(Filed as Exhibit 10.6 to the Company’s Report on Form 10-K for fiscal year ended June 27, 2010 and incorporated by reference herein.)
|
|
|
|
10.6 (a)*
|
|
Amended Form of Stock Option Agreement under the Premium Option and Stock Award Program.
|
|
|
(Filed as Exhibit 10.6 (d) to the Company’s Report on Form 10-K for year ended June 28, 2009 and incorporated herein by reference.)
|
|
|
|
10.6 (b)*
|
|
Amended Form of Restricted Stock Award Agreement under the Premium Option and Stock Award Program.
|
|
|
(Filed as Exhibit 10.6 (b) to the Company’s Report on Form 10-K for fiscal year ended June 27, 2010 and incorporated by reference herein.)
|
|
|
|
10.6 (c)*
|
|
Amended Form of Deferred Stock Award Agreement under the Premium Option and Stock Award Program.
|
|
|
(Filed as Exhibit 10.6 (c) to the Company’s Report on Form 10-K for fiscal year ended June 27, 2010 and incorporated by reference herein.)
|
|
|
|
10.7*
|
|
Amended and Restated Form of Officer Employment Agreement.
|
|
|
(Filed as Exhibit 10.0 to the Company’s Report on Form 8-K dated December 8, 2008 and incorporated by reference herein.)
|
|
|
|
10.8*
|
|
Amended and Restated Supplemental Employee Retirement Plan.
|
|
|
(Filed as Exhibit 10.1 to the Company’s Report on Form 10-Q for the quarter ended April 1, 2012 and incorporated by reference herein.)
|
|
|
|
10.9*
|
|
Briggs & Stratton Corporation Incentive Compensation Plan Performance Share Award Agreement.
|
|
|
(Filed as Exhibit 10.9 to the Company’s Report on Form 10-K for fiscal year ended June 27, 2010 and incorporated by reference herein.)
|
|
|
No.
|
|
Document Description
|
10.11*
|
|
Amended and Restated Deferred Compensation Plan for Directors.
|
|
|
(Filed as Exhibit 10.11 to the Company’s Annual Report on Form 10-K for fiscal year ended July 3, 2011 and incorporated by reference herein.)
|
|
|
|
10.12*
|
|
Amended and Restated Director’s Premium Option and Stock Grant Program.
|
|
|
(Filed as Exhibit 10.12 to the Company’s Report on Form 10-K for fiscal year ended July 3, 2005 and incorporated by reference herein.)
|
|
|
|
10.12 (a)*
|
|
Form of Director’s Stock Option Agreement under the Director’s Premium Option and Stock Grant Program.
|
|
|
(Filed as Exhibit 10.12 (a) to the Company’s Report on Form 10-Q for quarter ended April 2, 2006 and incorporated by reference herein.)
|
|
|
|
10.13*
|
|
Summary of Director Compensation.
|
|
|
(Filed herewith.)
|
|
|
|
10.14*
|
|
Executive Life Insurance Plan.
|
|
|
(Filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for fiscal year ended June 27, 1999 and incorporated by reference herein.)
|
|
|
|
10.14 (a)*
|
|
Amendment to Executive Life Insurance Program.
|
|
|
(Filed as Exhibit 10.14 (a) to the Company’s Report on Form 10-K for fiscal year ended June 29, 2003 and incorporated by reference herein.)
|
|
|
|
10.14 (b)*
|
|
Amendment to Executive Life Insurance Plan.
|
|
|
(Filed as Exhibit 10.14 (b) to the Company’s Report on Form 10-K for fiscal year ended June 27, 2004 and incorporated by reference herein.)
|
|
|
|
10.15*
|
|
Amended & Restated Key Employee Savings and Investment Plan.
|
|
|
(Filed herewith.)
|
|
|
|
10.16*
|
|
Consultant Reimbursement Arrangement.
|
|
|
(Filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K for fiscal year ended June 27, 1999 and incorporated by reference herein.)
|
|
|
|
10.17*
|
|
Briggs & Stratton Product Program.
|
|
|
(Filed as Exhibit 10.18 to the Company’s Annual Report on Form 10-K for fiscal year ended June 30, 2002 and incorporated by reference herein.)
|
|
|
|
10.18*
|
|
Amendment to the Briggs & Stratton Product Program.
|
|
|
(Filed as Exhibit 10.17 (a) to the Company’s Report on Form 10-K for fiscal year ended June 27, 2010 and incorporated by reference herein.)
|
|
|
|
10.19
|
|
Stipulation of Settlement, dated February 24, 2010.
|
|
|
(Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated February 24, 2010 and incorporated herein by reference.)
|
|
|
|
10.20
|
|
Asset Purchase Agreement, dated January 25, 2005, by and among Briggs & Stratton Power Products Group, LLC, Briggs & Stratton Canada Inc., Murray, Inc. and Murray Canada Co.
|
|
|
(Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated January 25, 2005 and incorporated by reference herein.)
|
|
|
|
10.21
|
|
Transition Supply Agreement, dated February 11, 2005, between Briggs & Stratton Power Products Group, LLC and Murray, Inc.
|
|
|
(Form of Transition Supply Agreement filed as Exhibit 10.2 to the Company’s Report on Form 8-K dated January 25, 2005 and incorporated by reference herein.)
|
|
|
|
Directors
|
|
|
|
|
|
|
|
|
WILLIAM F. ACHTMEYER
(2)(3)(5)
|
|
Chairman, Managing Partner and Chief Executive Officer of The Parthenon Group LLC, a strategic advisory and principal investment firm
|
|
|
|
JAMES E. HUMPHREY
(2)(5)
|
|
Retired Chairman of Andersen Corporation, a window and door manufacturer
|
|
|
|
PATRICIA L. KAMPLING
(1)(4)
|
|
Chairman, President and Chief Executive Officer of Alliant Energy Corporation, a regulated investor-owned public utility holding company
|
|
|
|
KEITH R. McLOUGHLIN
(5)
|
|
President and Chief Executive Officer of AB Electrolux, a manufacturer of major home appliances
|
|
|
|
ROBERT J. O’TOOLE
(1)(3)(4)
|
|
Retired Chairman of the Board and Chief Executive Officer, A.O. Smith Corporation, a manufacturer of water heaters and boilers
|
|
|
|
HENRIK C. SLIPSAGER
(5)
|
|
President and Chief Executive Officer of ABM Industries, Inc., a provider of integrated facility solutions
|
|
|
|
CHARLES I. STORY
(3)(4)
|
|
President of ECS Group, Inc., an executive development company
|
|
|
|
TODD J. TESKE
(3)
|
|
Chairman, President and Chief Executive Officer of Briggs & Stratton Corporation
|
|
|
|
BRIAN C. WALKER
(1)(2)(3)
|
|
President and Chief Executive Officer, Herman Miller, Inc., a global provider of office furniture and services
|
TODD J. TESKE
|
|
Chairman, President & Chief Executive Officer
|
|
|
|
HAROLD L. REDMAN
|
|
Senior Vice President & President – Products Group
|
|
|
|
WILLIAM H. REITMAN
|
|
Senior Vice President – Business Development & Customer Support
|
|
|
|
DAVID J. RODGERS
|
|
Senior Vice President & Chief Financial Officer
|
|
|
|
THOMAS R. SAVAGE
|
|
Senior Vice President – Corporate Development
|
|
|
|
EDWARD J. WAJDA
|
|
Senior Vice President & General Manager – International
|
|
|
|
JOSEPH C. WRIGHT
|
|
Senior Vice President & President – Engines Group
|
|
|
|
RANDALL R. CARPENTER
|
|
Vice President – Marketing
|
|
|
|
DAVID G. DEBAETS
|
|
Vice President – North America Operations (Engines Group)
|
|
|
|
ANDREA L. GOLVACH
|
|
Vice President & Treasurer
|
|
|
|
ROBERT F. HEATH
|
|
Vice President, General Counsel & Secretary
|
Appointed Vice Presidents & Subsidiary/Group Officers
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
BRENT W. HOAG
|
|
Vice President – Chief Information Officer
|
|
|
|
MARVIN B. KLOWAK
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Vice President – Global Research & Development
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JEFFREY G. MAHLOCH
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Vice President – Human Resources
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DON S. SCHOONENBERG
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Vice President – Business Planning & Sales Administration
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LAURA A. TIMM
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Vice President – Corporate Communications and Public Affairs
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JEFFREY M. ZEILER
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Vice President – Global Product Innovation
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International
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PHILIP J. CAPPITELLI
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Vice President & General Manager – International Business Development
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PETER HOTZ
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Vice President – Global Technical Services
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ROGER A. JANN
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Managing Director – Europe
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MARTIN L. LEVY
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Managing Director – Latin America
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ROB SPLETTER
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Managing Director – South East Asia
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THOMAS H. RUGG
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Managing Director – Australasia
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Engines Group
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RANDALL E. BALLARD
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Vice President – North American Engine Sales
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EDWARD D. BEDNAR
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Vice President – Procurement & Logistics
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JOHN R. GUY III
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Vice President & General Manager – Distribution
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MICHAEL M. MILLER
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Vice President – Engine Products
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PAUL R. PESCI
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Vice President – Small Commercial Engines
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RICHARD R. ZECKMEISTER
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Vice President – North American Consumer Marketing & Planning
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Products Group
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TOM BURKARD
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Vice President – Engineering
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JEFFREY W. COAD
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Vice President – Products Marketing
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NED N. COX
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Vice President – Retail Sales
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RICHARD E. FELDER
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Vice President – Dealer Recruitment
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GREG INWOOD
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Vice President – Residential Products Standby Power
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DONALD W. KLENK
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Vice President – Operations
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ERIK P. MEMMO
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Vice President – North American Dealer Sales
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SCOTT L. MURRAY
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Vice President – Parts & Service
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ROBERT D. PJEVACH
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Vice President – Consumer Products
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WILLIAM L. SHEA
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Vice President – Sales & Marketing
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PHILIP H. WENZEL
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Vice President – Commercial Products
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THOMAS E. WISER
|
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Vice President – Standby Power Sales
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Shareholder Information
|
|
|
|
|
|
EXCHANGE LISTING
Briggs & Stratton Corporation common stock is listed on the New York Stock Exchange (symbol BGG)
|
|
FISCAL 2013 AUDITORS
Deloitte & Touche LLP
555 E. Wells St. Suite 1400
Milwaukee, Wisconsin 53202
|
|
|
|
TRANSFER AGENT, REGISTRAR AND DIVIDEND DISBURSER
Wells Fargo Shareowner Services
1110 Centre Pointe Curve, Suite 101 Mendota Heights, MN 55120 |
|
CORPORATE OFFICES
12301 West Wirth Street
Wauwatosa, Wisconsin 53222
Telephone 414-259-5333
|
|
|
|
Inquiries concerning transfer requirements, lost certificates, dividend payments, change of address and account status should be directed to Wells Fargo Shareowner Services, at 1-800-468-9716.
|
|
MAILING ADDRESS
Briggs & Stratton Corporation
Post Office Box 702
Milwaukee, Wisconsin 53201
|
A.
|
To promote the maximization of shareholder value over the long term by providing incentive compensation to key employees of Briggs & Stratton Corporation in a form which is designed to financially reward participants for an increase in the value of the Company to its shareholders.
|
B.
|
To provide competitive levels of compensation to enable the Company to attract and retain employees who are able to exert a significant impact on the value of the Company to its shareholders.
|
C.
|
To encourage teamwork and cooperation in the achievement of Company goals.
|
D.
|
To recognize differences in the performance of individual participants.
|
A.
|
“Bonus”
means the bonus which is calculated in the manner set forth in Section V.
|
B.
|
“Actual EVA”
means the EVA as calculated for the relevant Plan Year.
|
C.
|
“Base Salary”
means the amount of a Participant's Compensation during the Plan Year.
|
D.
|
“Capital”
means the Company's weighted average monthly operating capital for the Plan Year, calculated as follows:
|
|
Current Assets
|
-
|
Intercompany Accounts and Notes Receivable
|
+
|
Intercompany Accounts Payable
|
-
|
Non-operating Investments
|
+
|
Bad Debt Reserve
|
+
|
LIFO Reserve
|
-
|
Deferred Tax Liabilities or Assets Classified as Current Assets
|
-
|
Current Noninterest-Bearing Liabilities
|
+
|
Warranty Reserve
|
+
|
Environmental Reserve
|
+
|
Property, Plant, Equipment, Net
|
-
|
Construction in Progress
|
+
|
Goodwill
|
(+/-)
|
Unusual Capital Items
|
E.
|
“Capital Charge”
means the deemed opportunity cost of employing Capital in the Company's businesses, determined as follows:
|
F.
|
“CEO” means the Chief Executive Officer of Briggs & Stratton Corporation.
|
G.
|
“Company
” means Briggs & Stratton Corporation.
|
H.
|
“Compensation”
means all payments during the Plan Year as reported by the Company's payroll system, subject to the following:
|
a)
|
Include wages, salaries, commissions, incentive premiums, deferred compensation paid to a tax-qualified or non-qualified plan as elected by the employee and income excluded pursuant to any plan sponsored by the Company which satisfies Section 125 and/or 132(f)(4) of the Internal Revenue Code.
|
I.
|
“
Cost of Capital”
means the rate determined annually by the Committee based on its review of the Company's actual cost of capital for the prior Plan Year. The Company's actual cost of capital will be determined (to the nearest tenth of a percent) by the Committee consistent with the following methodology:
|
a)
|
Cost of Equity = Risk Free Rate + (Business Risk Index X Average Equity Risk Premium)
|
b)
|
Debt Cost of Capital = Debt Yield X (1 - Tax Rate)
|
c)
|
The weighted average of the Cost of Equity and the Debt Cost of Capital is determined by reference to the actual debt-to-capital ratio
|
J.
|
"
Divisional EVA Performance Factor”
means an Individual Performance Factor calculated in the same manner as the Company Performance Factor as set forth in Section VI.A., except that EVA, Actual EVA, Target EVA, NOPAT, Capital, Capital Charge and other relevant terms shall be defined by reference to the particular operating division, service division or sales group, not by reference to the entire Company.
|
K.
|
"Economic Value Added" or "EVA"
means the NOPAT that remains after subtracting the Capital Charge, expressed as follows:
|
L.
|
"NOPAT"
means the Company's cash adjusted net operating profits after taxes for the Plan Year, calculated as follows:
|
|
Pretax Income
|
+
|
Interest Expense
|
+
|
Stock Compensation Expense
|
-
|
Normal Pension Costs
|
+/-
|
Pension Income/Expense
|
+/-
|
Change in LIFO Reserve
|
+/-
|
Change in Bad Debt Reserve
|
+/-
|
Change in Post Retire Health Care Reserve
|
+/-
|
Change in Warranty Reserve
|
+/-
|
Other Income & Expense on Non-Operating Investments
|
+/-
|
Unusual Charges
|
+/-
|
Amortization of Unusual Income or Expense Items
|
-
|
Taxes on the above using the Company's effective tax rate
|
M.
|
“Participant”
means an employee of the Company or one of its subsidiaries designated for inclusion in this Plan.
|
N.
|
“Plan”
means the Briggs & Stratton Corporation Operating Economic Value Added Incentive Compensation Plan.
|
O.
|
“Plan Year”
means the one year period coincident with the Company's fiscal year.
|
P.
|
"Target EVA"
means the target level of EVA for the Plan Year determined by the Committee.
|
(1)
|
Quantifiable Goal Achievement Factors
. The Individual Goal Achievement Factor of the Accrued Bonus calculation will be based on the accomplishment of individual, financial and/or other goals. Whenever possible, individual performance will be evaluated according to quantifiable benchmarks of success. These factors will represent an achievement percentage continuum that ranges from 0% to 200% of the individual target award opportunity, and will be enumerated from 0 to 2.0 based on such continuum. If the Quantifiable Goal Achievement Factor is based on divisional EVA, it shall be calculated in the same manner as the Company Performance Factor set forth in Section VI.A, unless the Compensation Committee has approved a different method of calculating divisional EVA.
|
(2)
|
Non-Quantifiable Goal Achievement Factors
. When performance cannot be measured according to a quantifiable monitoring system, an assessment of the Participant's overall performance may be made based on a Non-Quantifiable Goal Achievement Factor (or Factors). The person to whom the Participant reports will evaluate the Participant's performance, and this evaluation will determine the Participant's Goal Achievement Factor (or Factors) according to the following schedule:
|
Goal Achievement Rating
|
Goal Achievement Factor
|
Outstanding
|
1.3 - 1.5
|
Excellent
|
1.1 - 1.3
|
Good
|
.9 - 1.1
|
Satisfactory
|
.5 - .9
|
Unsatisfactory
|
0
|
(1)
|
Any gains or losses which will be treated as extraordinary in the Company's financial statements.
|
(2)
|
Profits or losses of any entities acquired by the Company during the Plan Year, assuming they were not included in the budget and/or the goal.
|
(3)
|
Material gains or losses not in the budget and/or the goal which are of a nonrecurring nature and are not considered to be in the ordinary course of business. Some of these would be as follows:
|
(a)
|
Gains or losses from the sale or disposal of real estate or property.
|
(b)
|
Gains resulting from insurance recoveries when such gains relate to claims filed in prior years.
|
(c)
|
Losses resulting from natural catastrophes, when the cause of the catastrophe is beyond the control of the Company and did not result from any failure or negligence on the Company's part.
|
|
|
Page
|
ARTICLE I
|
Participation In The Plan
|
|
1.1
|
Eligibility
|
2
|
|
|
|
ARTICLE II
|
Deferral Contributions
|
|
2.1
|
Manner of Electing Deferral Contributions With Respect to Regular Compensation
|
3
|
2.2
|
Manner of Electing Deferral Contributions With Respect to Total Bonus Payout
|
3
|
2.3
|
Discontinuance of Offset
|
4
|
2.4
|
Continued Effect of Elections
|
4
|
2.5
|
Prior Deferral Elections
|
5
|
2.6
|
401(k) Hardship
|
5
|
2.7
|
Crediting to Deferral Contributions Account
|
5
|
2.8
|
Full Vesting
|
5
|
|
|
|
ARTICLE III
|
Employer Contributions
|
6
|
3.1
|
Employee Matching Contributions Amount
|
6
|
3.2
|
Employer Two Percent Contributions
|
6
|
3.3
|
Employer Regular Contributions
|
6
|
3.4
|
Discretionary Contributions
|
7
|
3.5
|
Crediting to Employer Accounts
|
7
|
3.6
|
Full Vesting
|
7
|
|
|
|
ARTICLE IV
|
Interest
|
8
|
4.1
|
Crediting of Interest
|
8
|
4.2
|
Allocation to Measurement Funds
|
8
|
4.3
|
Reports to Participants
|
9
|
4.4
|
Grantor Trust Only
|
9
|
|
|
|
ARTICLE V
|
Distribution
|
10
|
5.1
|
Payment of Benefits
|
10
|
5.2
|
Payment Election
|
10
|
5.3
|
Delayed Distributions
|
11
|
5.4
|
Inclusion in Income Under Section 409A
|
12
|
5.5
|
Domestic Relations Order
|
12
|
5.6
|
De Minimis Amounts
|
12
|
|
|
|
|
|
Page
|
ARTICLE VI
|
Administration
|
14
|
6.1
|
In General
|
14
|
6.2
|
Committee Discretion
|
14
|
6.3
|
Committee Members' Conflict of Interest
|
14
|
6.4
|
Governing Law
|
15
|
6.5
|
Expenses
|
15
|
6.6
|
Minor or Incompetent Payees
|
15
|
6.7
|
Withholding
|
15
|
6.8
|
Indemnification
|
15
|
|
|
|
ARTICLE VII
|
Benefits Unfunded
|
16
|
|
|
|
ARTICLE VIII
|
Nonalienation of Benefits
|
17
|
|
|
|
ARTICLE IX
|
Claims Procedure
|
18
|
9.1
|
Claims
|
18
|
9.2
|
Timing of Notification of Claim Determination
|
18
|
9.3
|
Manner and Content of Notification of Claim Determination
|
18
|
9.4
|
Appeal Procedure
|
18
|
9.5
|
Timing of Notification of Claim Determination on Appeal
|
19
|
9.6
|
Manner and Content of Notification of Claim Determination on Appeal
|
19
|
9.7
|
Committee Discretion
|
19
|
|
|
|
ARTICLE X
|
Amendment and Termination
|
20
|
10.1
|
Amendment or Termination
|
20
|
|
|
|
ARTICLE XI
|
Miscellaneous
|
21
|
11.1
|
No Right to Continued Employment
|
21
|
11.2
|
Impact on Other Plans
|
21
|
11.3
|
Severability
|
21
|
11.4
|
Gender and Number
|
21
|
11.5
|
Evidence Conclusive
|
21
|
11.6
|
Status of Plan Under ERISA
|
22
|
11.7
|
Name and Address Changes
|
22
|
11.8
|
Special Rules for 2005-2007
|
22
|
|
|
|
|
|
Page
|
ARTICLE XII
|
Definitions
|
23
|
12.1
|
“Account”
|
23
|
12.2
|
“Affiliate”
|
23
|
12.3
|
“Beneficiary”
|
23
|
12.4
|
“Board”
|
24
|
12.5
|
“Code”
|
24
|
12.6
|
“Company”
|
24
|
12.7
|
“Committee”
|
24
|
12.8
|
“Compensation Limit”
|
24
|
12.9
|
“Effective Date”
|
24
|
12.10
|
“Employer”
|
24
|
12.11
|
“Fiscal Year”
|
24
|
12.12
|
“Measurement Funds”
|
24
|
12.13
|
“Participant”
|
24
|
12.14
|
“Performance Based Bonus”
|
24
|
12.15
|
“Plan”
|
25
|
12.16
|
“Plan Year”
|
25
|
12.17
|
“Qualified Savings Plan”
|
25
|
12.18
|
“Regular Compensation”
|
25
|
12.19
|
“Separation from Service”
|
25
|
12.20
|
“Total Bonus Payout”
|
28
|
12.21
|
“Valuation Date”
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Deferral Elections
. Subject to the offset described in (b) below, a Participant may elect to defer a specified percentage (not to exceed 75%) of his Regular Compensation for services performed during a Plan Year by completing and filing such forms as required by the Employer prior to the first day of the Plan Year. A Participant's deferrals shall be taken at a uniform percentage rate from each of his salary payments during the year. Compensation deferred shall be retained by the Employer, credited to the Participant's Account pursuant to Section 2.7 and paid in accordance with the terms and conditions of the Plan. An employee who is not already eligible to participate in any other deferred compensation plan of the account balance type sponsored by the Employer or one of its affiliates who becomes a Participant for the first time during a Plan Year (for example, an employee designated to be a Participant by the Committee upon hire or promotion) may within 30 days after the effective date of participation make an election to defer a specified percentage of Regular Compensation to be paid to him for services to be performed subsequent to the deferral election.
|
(b)
|
Notwithstanding any other provision of this Plan to the contrary, the amount of a Participant's Regular Compensation which shall be deferred under (a) above each payroll period shall be reduced and offset by a deemed deferral amount equal to 6% of the Participant's Regular Compensation for the payroll period.
|
(a)
|
Bonus Payments
. Subject to the offset described in (b) below, a Participant may elect to defer a specified percentage (not to exceed 75%) of Total Bonus Payout made to him during a Plan Year by completing and filing such forms as required by the Employer. To the extent a Total Bonus Payout represents a payment of a Performance Based Bonus, then to be effective the deferral election with respect to such bonus must be filed with the Employer at least seven months prior to the end of the period in which the bonus payment is earned. If a Total Bonus Payout is not a Performance Based Bonus but is calculated on a Fiscal Year basis, then to be effective the deferral election must be filed prior to the beginning of the Fiscal Year during which the Participant first renders any services giving rise to the payment of the bonus. If a Total Bonus Payout is not a Performance Based Bonus and is not calculated on a Fiscal Year basis, then to be effective the deferral election must be filed prior to the beginning of the first Plan Year in which are performed any services for which such bonus is payable. An employee who is not already eligible to participate in any other deferred compensation plan of the account balance type sponsored by the Employer or one of its affiliates who becomes a Participant for the first time during a Plan Year (for example, an employee designated to be a Participant by the Committee upon hire or promotion) may within 30 days after the effective date of participation make an election to defer a specified percentage of Total Bonus Payout for which the service period giving rise to the bonus has already begun and, in such event, the election shall apply to the portion of bonus compensation equal to the Total Bonus Payout to be paid to the Participant with respect to that service period multiplied by a fraction of which the numerator is the number of days remaining in the service period and the denominator is the total number of days in the service period.
|
(b)
|
Notwithstanding any other provision of this Plan to the contrary, the amount of a Participant's Total Bonus Payout which shall be deferred under (a) above shall be reduced and offset by an amount by a deemed deferral amount equal to 6% of the Participant's Total Bonus Payout during the Plan Year.
|
(a)
|
Salary Payments. A Participant's deferral election with respect to a Plan Year under Section 2.1 shall be irrevocable after the last date upon which it may be filed pursuant to Section 2.1 and shall continue in effect each subsequent Plan Year until prospectively revoked or amended in writing. For a revocation or amendment to be effective with respect to salary payments during a Plan Year, it must be filed by the last date for which an effective deferral election is permitted to be filed with respect to those salary payments under Section 2.2(a).
|
(b)
|
Bonus Payments. A Participant's deferral election under Section 2.2 with respect to a bonus shall be irrevocable after the last date upon which it may be filed pursuant to Section 2.2 and shall continue in effect with respect to bonuses earned in subsequent performance periods until prospectively revoked or amended in writing. For a revocation or amendment to be effective for any bonus payment, it must be filed by the last date for which an effective deferral election is permitted to be filed with respect to that bonus payment under Section 2.2.
|
Number of Years Serving as an Officer
|
Specified Percentage
|
Less than 5 years
|
3%
|
At least 5 years but less than 10 years
|
5%
|
At least 10 years but less than 15 years
|
6%
|
At least 15 years but less than 20 years
|
7%
|
20 or more years
|
8%
|
(a)
|
Initial Allocation
. A Participant's Account shall, in increments of one percent and with the total of the percentage increments equaling one hundred percent, be allocated to the Measurement Funds under
|
(d)
|
For purposes of compliance with Code Section 409A, a series of installment payments is designated as a single payment rather than a right to a series of separate payments; therefore, a Participant who has elected (or is deemed to have elected) any option under Section 6.1 may substitute any other options available under Section 6.1 for the option originally selected as long as the foregoing twelve month and five year rules are satisfied.
|
(e)
|
The five year delay rule described in (c) above does not apply if the revised payment method applies only upon the Participant's death.
|
(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)
|
A Participant may on or before March 15, 2005 make a new deferral election to apply to amounts which would otherwise be paid in calendar year 2005; provided that such amounts have not been paid or become payable at the time of the election. Such election shall remain in effect for future years until modified pursuant to Section 2.4(a) and/or (b), as the case may be.
|
(b)
|
On or before December 31, 2007, a Participant may make an election as to distribution of his Account from among the choices described at Section 5.1 hereof without complying with the rules described in Section 5.2 hereof as long as the effect of the election is not to accelerate payments into 2006 or to defer payments which would otherwise have been made in 2006, and as long as the effect of the election is not to accelerate the payments into 2007 or to defer payments which would otherwise have been made in 2007. Such election shall become effective after the last day upon which it is permitted to be made. However, in order to subsequently change such special election after December 31, 2007, the requirements of Section 5.2 hereof must be satisfied. (This election will not apply to distribution of the Participant's accounts holding amounts earned and vested prior to January 1, 2005, if any, (and earnings credited thereon) since such accounts are not governed by this document but are governed by the Frozen Plan.)
|
(a)
|
“Matching Contributions Account” means the record of a Participant's interest in the Plan attributable to Employer Matching Contributions described in Section 3.1.
|
(b)
|
“Two Percent Contribution Account” means the record of a Participant's interest in the Plan attributable to Employer Two Percent Contributions described in Section 3.2.
|
(c)
|
“Regular Contribution Account” means the record of a Participant's interest in the Plan attributable to Employer Regular Contributions described in Section 3.3.
|
(d)
|
“Discretionary Contribution Account” means the record of the Participant's interest in the Plan attributable to Employer Discretionary Contributions described in Section 3.4.
|
(e)
|
“Deferral Contributions Account” means the record of a Participant's interest in the Plan attributable to his Deferral Contributions described in Article II.
|
(a)
|
any corporation incorporated under the laws of one of the United States of America of which the Company owns, directly or indirectly, eighty percent (80%) or more of the combined voting power of all classes of stock or eighty percent (80%) or more of the total value of the shares of all classes of stock (all within the meaning of Code §1563);
|
(b)
|
any partnership or other business entity organized under such laws, of which the Company owns, directly or indirectly, eighty percent (80%) or more of the voting power or eighty percent (80%) or more of the total value (all within the meaning of Code §414(c));
|
(a)
|
In General
. For purposes of this Section 1.19, the employment relationship is treated as continuing intact while the individual is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the individual retains a right to reemployment with the Employer under an applicable statute or by contract. For purposes of this paragraph (a), a leave of absence constitutes a bona fide leave of absence only if there is a reasonable expectation that the Participant will return to perform services for the Employer. If the period of leave exceeds six months and the individual does not retain a right to reemployment under an applicable statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six-month period.
|
(b)
|
Termination of Employment
. Whether a termination of employment has occurred is determined based on whether the facts and circumstances indicate that the Employer and Participant reasonably anticipated that no further services would be performed after a certain date or that the level of bona fide services the Participant would perform after such date (whether as an employee or as an independent contractor) would permanently decrease to no more than 20 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or, the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months). Facts and circumstances to be considered in making this determination include, but are not limited to, whether the Participant continues to be treated as an employee for other purposes (such as continuation of salary and participation in employee benefit programs), whether similarly situated service providers have been treated consistently, and whether the Participant is permitted, and realistically available, to perform services for other service recipients in the same line of business. The Participant is presumed to have Separated from Service where the level of bona fide services performed decreases to a level equal to 20 percent or less of the average level of services performed by the employee during the immediately preceding 36-month period. The Participant will be presumed not to have Separated from Service where the level of bona fide services performed continues at a level that is 50 percent or more of the average level of service performed by the Participant during the immediately preceding 36-month period. No presumption applies to a decrease in the level of bona fide services performed to a level that is more than 20 percent and less than 50 percent of the average level of bona fide services performed during the immediately preceding 36-month period. The presumption is rebuttable by demonstrating that the Employer and the Participant reasonably anticipated that as of a certain date the level of bona fide services would be reduced permanently to a level less than or equal to 20 percent of the average level of bona fide services provided during the immediately preceding 36-month period or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months (or that the level of bona fide services would not be so reduced). For example, the Participant may demonstrate that the Employer and the Participant reasonably anticipated that the Participant would cease providing services, but that, after the original cessation of services,
|
(c)
|
Asset Purchase Transactions
. Where as part of a sale or other disposition of assets by the Employer as seller to an unrelated service recipient (buyer), a Participant of the Employer would otherwise experience a Separation from Service with the Employer, the Employer and the buyer may retain the discretion to specify, and may specify, whether a Participant providing services to the Employer immediately before the asset purchase transaction and providing services to the buyer after and in connection with the asset purchase transaction has experienced a Separation from Service, provided that the asset purchase transaction results from bona fide, arm's length negotiations, all service providers providing services to the Employer immediately before the asset purchase transaction and providing services to the buyer after and in connection with the asset purchase transaction are treated consistently (regardless of position at the Employer) for purposes of applying the provisions of any nonqualified deferred compensation plan, and such treatment is specified in writing no later than the closing date of the asset purchase transaction. For purposes of this paragraph (c), references to a sale or other disposition of assets, or an asset purchase transaction, refer only to a transfer of substantial assets, such as a plant or division or substantially all the assets of a trade or business.
|
(d)
|
Dual Status
. If a Participant provides services both as an employee of the Employer and as an independent contractor of the Employer, the Participant must separate from service both as an employee and as an independent contractor to be treated as having Separated from Service. If a Participant ceases providing services as an independent contractor and begins providing services as an employee, or ceases providing services as an employee and begins providing services as an independent contractor, the Participant will not be considered to have a Separation from Service until the Participant has ceased providing services in both capacities. Notwithstanding the foregoing, if a Participant provides services both as an employee of the Employer and a member of the board of directors of the Employer, the services provided as a director are not taken into account in determining whether the Participant has a Separation from Service as an employee for purposes of this Plan unless this Plan is aggregated with any plan in which the Participant participates as a director under IRS Regulation Section 1.409A-1(c)(2)(ii).
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Fiscal Year Ended
|
||||||||||||||||||
|
June 30, 2013
|
|
|
July 1, 2012
|
|
|
July 3, 2011
|
|
|
June 27, 2010
|
|
|
June 28, 2009
|
|
|||||
Earnings (Loss)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) before income taxes
|
$
|
(54,164
|
)
|
|
$
|
29,873
|
|
|
$
|
32,054
|
|
|
$
|
49,073
|
|
|
$
|
40,409
|
|
Less: Equity income from equity investees
|
(4,244
|
)
|
|
(5,100
|
)
|
|
(5,082
|
)
|
|
(4,071
|
)
|
|
(1,527
|
)
|
|||||
Add: Fixed Charges
|
21,139
|
|
|
21,317
|
|
|
25,942
|
|
|
29,520
|
|
|
34,010
|
|
|||||
Add: Distributed income of equity investees
|
4,636
|
|
|
4,029
|
|
|
6,980
|
|
|
4,005
|
|
|
5,212
|
|
|||||
Earnings (Loss) as defined
|
$
|
(32,633
|
)
|
|
$
|
50,119
|
|
|
$
|
59,894
|
|
|
$
|
78,527
|
|
|
$
|
78,104
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
18,519
|
|
|
$
|
18,542
|
|
|
$
|
23,014
|
|
|
$
|
25,573
|
|
|
$
|
30,521
|
|
Amortization of discounts related to indebtedness
|
—
|
|
|
—
|
|
|
304
|
|
|
896
|
|
|
626
|
|
|||||
Interest expense as reported
|
18,519
|
|
|
18,542
|
|
|
23,318
|
|
|
26,469
|
|
|
31,147
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of debt issuance costs
|
1,007
|
|
|
1,209
|
|
|
934
|
|
|
1,250
|
|
|
1,331
|
|
|||||
Portion of rent expense relating to interest
|
1,613
|
|
|
1,566
|
|
|
1,690
|
|
|
1,801
|
|
|
1,532
|
|
|||||
Fixed charges as defined
|
$
|
21,139
|
|
|
$
|
21,317
|
|
|
$
|
25,942
|
|
|
$
|
29,520
|
|
|
$
|
34,010
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings (loss) to fixed charges
|
—
|
|
|
2.4x
|
|
|
2.3x
|
|
|
2.7x
|
|
|
2.3x
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Coverage deficiency
|
$
|
53,772
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Subsidiary
|
State or Country of Incorporation
|
Percent Voting Stock/Interests Owned
|
|
|
|
Briggs & Stratton AG
|
Switzerland
|
100%
|
|
|
|
Briggs & Stratton Australia Pty. Limited
|
Australia
|
100%
|
|
|
|
Briggs & Stratton Austria GmbH
|
Austria
|
100%
|
|
|
|
Briggs & Stratton Canada Inc.
|
Canada
|
100%
|
|
|
|
Briggs & Stratton (Chongqing) Engine Co., Ltd.
|
China
|
95%
|
|
|
|
Briggs & Stratton (Czech) Power Products, s.r.o
|
Czech Republic
|
100%
|
|
|
|
Briggs & Stratton CZ, s.r.o.
|
Czech Republic
|
100%
|
|
|
|
Daihatsu Briggs & Stratton Co., Ltd.
|
Japan
|
50%
|
|
|
|
Briggs & Stratton Daihatsu, LLC
|
Wisconsin
|
50%
|
|
|
|
Briggs & Stratton France, S.A.R.L.
|
France
|
100%
|
|
|
|
Briggs & Stratton Germany GmbH
|
Germany
|
100%
|
|
|
|
Briggs & Stratton Iberica, S.L.
|
Spain
|
100%
|
|
|
|
Briggs & Stratton International Holding BV
|
Netherlands
|
100%
|
|
|
|
Briggs & Stratton International AG
|
Switzerland
|
100%
|
|
|
|
Briggs & Stratton International, Inc.
|
Wisconsin
|
100%
|
|
|
|
Briggs & Stratton Italy S.r.l.
|
Italy
|
100%
|
|
|
|
Briggs & Stratton Japan KK
|
Japan
|
100%
|
|
|
|
Briggs & Stratton (Malaysia) Sdn. Bhd.
|
Malaysia
|
100%
|
|
|
|
Briggs & Stratton Mexico S.A. de C.V.
|
Mexico
|
100%
|
|
|
|
Briggs & Stratton Netherlands B.V.
|
Netherlands
|
100%
|
|
|
|
Briggs & Stratton New Zealand Limited
|
New Zealand
|
100%
|
|
|
|
Nikki America Fuel Systems, LLC
|
Delaware
|
30%
|
|
|
|
Briggs & Stratton Power Products Group, LLC
|
Delaware
|
100%
|
|
|
|
Cia Caetano Branco
|
Brazil
|
100%
|
|
|
|
Briggs & Stratton RSA (Pty.) Ltd.
|
South Africa
|
100%
|
|
|
|
Starting USA Corporation
|
Missouri
|
50%
|
|
|
|
Briggs & Stratton (Shanghai) International Trading Co., Ltd.
|
China
|
100%
|
|
|
|
Briggs & Stratton Sweden AB
|
Sweden
|
100%
|
|
|
|
Briggs & Stratton Tech, LLC
|
Wisconsin
|
100%
|
|
|
|
Briggs & Stratton U.K. Limited
|
United Kingdom
|
100%
|
|
|
|
Briggs & Stratton India Private Limited
|
India
|
100%
|
|
|
|
Victa Lawncare Pty. Ltd.
|
Australia
|
100%
|
|
|
|
Victa Limited
|
Australia
|
100%
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
August 27, 2013
|
|
/s/ Todd J. Teske
|
|
|
|
Todd J. Teske
|
|
|
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
August 27, 2013
|
|
/s/ David J. Rodgers
|
|
|
|
David J. Rodgers
|
|
|
|
Chief Financial Officer
|
/s/ Todd J. Teske
|
Todd J. Teske
|
Chief Executive Officer
|
August 27, 2013
|
/s/ David J. Rodgers
|
David J. Rodgers
|
Chief Financial Officer
|
August 27, 2013
|