x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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
|
x
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Accelerated filer
|
¨
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Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
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PART I
|
Page
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|
Item 1.
|
||
Item 1A.
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||
Item 1B.
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Item 2.
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||
Item 3.
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||
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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|
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Item 10.
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||
Item 11.
|
||
Item 12.
|
||
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.
|
RISK FACTORS
|
•
|
we will have to use a portion of our cash flow from operations for debt service rather than for our operations;
|
•
|
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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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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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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we may be more vulnerable to general adverse economic and industry conditions; and
|
•
|
we may be disadvantaged compared to competitors with less leverage.
|
•
|
incur more debt;
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•
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pay dividends, redeem stock or make other distributions;
|
•
|
make certain investments;
|
•
|
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
|
•
|
enter into transactions with our affiliates.
|
•
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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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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;
|
•
|
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
|
•
|
limiting the voting power of shareholders who own more than 20% of our stock.
|
•
|
quarterly fluctuation in our operating income and earnings per share results;
|
•
|
decline in demand for our products;
|
•
|
significant strategic actions by our competitors, including new product introductions or technological advances;
|
•
|
fluctuations in interest rates or foreign currency exchange;
|
•
|
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
|
|
|
|
|
|
|
|
Location
|
|
Type of Property
|
|
Owned/Leased
|
|
Segment
|
U.S. Locations:
|
|
|
|
|
|
|
Auburn, Alabama
|
|
Manufacturing, office and warehouse
|
|
Owned and Leased
|
|
Engines
|
McDonough, Georgia (1)
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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
|
Lee's Summit, Missouri
|
|
Manufacturing, office and warehouse
|
|
Owned
|
|
Products
|
Poplar Bluff, Missouri
|
|
Manufacturing, office and warehouse
|
|
Owned and Leased
|
|
Engines
|
Holdrege, Nebraska
|
|
Manufacturing, office and warehouse
|
|
Owned
|
|
Products
|
Munnsville, New York
|
|
Manufacturing and office
|
|
Owned
|
|
Products
|
Sherrill, New York
|
|
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, Products
|
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
|
2015 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)
|
||||||
March 30, 2015 to April 26, 2015
|
|
121,557
|
|
|
$
|
20.07
|
|
|
121,557
|
|
|
$
|
45,303,773
|
|
April 27, 2015 to May 24, 2015
|
|
99,268
|
|
|
19.81
|
|
|
99,268
|
|
|
43,337,274
|
|
||
May 25, 2015 to June 28, 2015
|
|
162,820
|
|
|
18.91
|
|
|
162,820
|
|
|
40,258,348
|
|
||
Total Fourth Quarter
|
|
383,645
|
|
|
$
|
19.51
|
|
|
383,645
|
|
|
$
|
40,258,348
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Fiscal Year
|
|
2015
(1)
|
|
|
2014
(2)
|
|
|
2013
(3)
|
|
|
2012
(4)
|
|
|
2011
(5)
|
|
|||||
(dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SUMMARY OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET SALES
|
|
$
|
1,894,750
|
|
|
$
|
1,859,060
|
|
|
$
|
1,862,498
|
|
|
$
|
2,066,533
|
|
|
$
|
2,109,998
|
|
GROSS PROFIT
|
|
359,099
|
|
|
346,783
|
|
|
329,140
|
|
|
336,725
|
|
|
398,316
|
|
|||||
PROVISION (CREDIT) FOR INCOME TAXES
|
|
11,271
|
|
|
8,787
|
|
|
(18,484
|
)
|
|
867
|
|
|
7,699
|
|
|||||
NET INCOME (LOSS)
|
|
45,687
|
|
|
28,347
|
|
|
(33,657
|
)
|
|
29,006
|
|
|
24,355
|
|
|||||
EARNINGS (LOSS) PER SHARE OF COMMON STOCK:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
1.00
|
|
|
0.59
|
|
|
(0.73
|
)
|
|
0.58
|
|
|
0.49
|
|
|||||
Diluted
|
|
1.00
|
|
|
0.59
|
|
|
(0.73
|
)
|
|
0.57
|
|
|
0.48
|
|
|||||
PER SHARE OF COMMON STOCK:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Dividends
|
|
0.50
|
|
|
0.48
|
|
|
0.48
|
|
|
0.44
|
|
|
0.44
|
|
|||||
Shareholders’ Investment
|
|
$
|
12.94
|
|
|
$
|
14.50
|
|
|
$
|
14.16
|
|
|
$
|
12.91
|
|
|
$
|
14.85
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in 000’s)
|
|
44,392
|
|
|
46,366
|
|
|
47,172
|
|
|
48,965
|
|
|
49,677
|
|
|||||
DILUTED NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in 000’s)
|
|
44,442
|
|
|
46,436
|
|
|
47,172
|
|
|
49,909
|
|
|
50,409
|
|
|||||
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SHAREHOLDERS’ INVESTMENT
|
|
$
|
574,250
|
|
|
$
|
672,434
|
|
|
$
|
667,938
|
|
|
$
|
631,970
|
|
|
$
|
737,943
|
|
LONG-TERM DEBT
|
|
225,000
|
|
|
225,000
|
|
|
225,000
|
|
|
225,000
|
|
|
225,000
|
|
|||||
CAPITAL LEASES
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133
|
|
|
571
|
|
|||||
TOTAL ASSETS
|
|
1,458,962
|
|
|
1,449,706
|
|
|
1,447,551
|
|
|
1,608,231
|
|
|
1,666,218
|
|
|||||
PLANT AND EQUIPMENT
|
|
1,035,326
|
|
|
1,035,848
|
|
|
1,019,355
|
|
|
1,026,845
|
|
|
1,016,892
|
|
|||||
PLANT AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION
|
|
314,838
|
|
|
297,007
|
|
|
287,195
|
|
|
301,249
|
|
|
329,225
|
|
|||||
PROVISION FOR DEPRECIATION
|
|
48,496
|
|
|
47,190
|
|
|
52,290
|
|
|
60,297
|
|
|
59,920
|
|
|||||
EXPENDITURES FOR PLANT AND EQUIPMENT
|
|
71,710
|
|
|
60,371
|
|
|
44,878
|
|
|
49,573
|
|
|
59,919
|
|
|||||
WORKING CAPITAL
|
|
$
|
460,127
|
|
|
$
|
567,148
|
|
|
$
|
584,226
|
|
|
$
|
605,591
|
|
|
$
|
634,356
|
|
Current Ratio
|
|
2.4 to 1
|
|
|
2.9 to 1
|
|
|
3.1 to 1
|
|
|
3.0 to 1
|
|
|
2.8 to 1
|
|
|||||
NUMBER OF EMPLOYEES AT YEAR-END
|
|
5,480
|
|
|
5,695
|
|
|
5,980
|
|
|
6,321
|
|
|
6,716
|
|
|||||
NUMBER OF SHAREHOLDERS AT YEAR-END
|
|
2,681
|
|
|
2,815
|
|
|
3,153
|
|
|
3,184
|
|
|
3,289
|
|
|||||
QUOTED MARKET PRICE:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
$
|
21.09
|
|
|
$
|
23.02
|
|
|
$
|
25.52
|
|
|
$
|
20.81
|
|
|
$
|
24.18
|
|
Low
|
|
$
|
17.14
|
|
|
$
|
18.21
|
|
|
$
|
16.20
|
|
|
$
|
12.36
|
|
|
$
|
16.50
|
|
(1)
|
In fiscal 2015, the Company had restructuring charges of $17.7 million after-tax, or $0.40 per diluted share, and acquisition-related charges of $1.4 million after-tax, or $0.03 per diluted share.
|
(2)
|
In fiscal 2014, the Company had goodwill and tradename impairment charges of $5.5 million after-tax, or $0.12 per diluted share, and restructuring charges of $5.2 million after-tax, or $0.11 per diluted share.
|
(3)
|
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.
|
(4)
|
In fiscal 2012, the Company had restructuring charges of $28.8 million after-tax, or $0.58 per diluted share.
|
(5)
|
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.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
For the fiscal year ended June
|
||||||||||||||||||||||
|
|
2015 Reported
|
|
Adjustments
(1)
|
|
2015 Adjusted
(2)
|
|
2014 Reported
|
|
Adjustments
(1)
|
|
2014 Adjusted
(2)
|
||||||||||||
SEGMENT INCOME (LOSS) (3):
|
|
$
|
73,486
|
|
|
$
|
29,403
|
|
|
$
|
102,889
|
|
|
$
|
52,522
|
|
|
$
|
14,999
|
|
|
$
|
67,521
|
|
Reconciliation from Segment Income (Loss) to Income Before Income Taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in Earnings of Unconsolidated Affiliates
|
|
7,303
|
|
|
—
|
|
|
7,303
|
|
|
6,264
|
|
|
—
|
|
|
6,264
|
|
||||||
Income from Operations
|
|
$
|
66,183
|
|
|
$
|
29,403
|
|
|
$
|
95,586
|
|
|
$
|
46,258
|
|
|
$
|
14,999
|
|
|
$
|
61,257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
INTEREST EXPENSE
|
|
(19,532
|
)
|
|
—
|
|
|
(19,532
|
)
|
|
(18,466
|
)
|
|
—
|
|
|
(18,466
|
)
|
||||||
OTHER INCOME, Net
|
|
10,307
|
|
|
—
|
|
|
10,307
|
|
|
9,342
|
|
|
—
|
|
|
9,342
|
|
||||||
Income Before Income Taxes
|
|
56,958
|
|
|
29,403
|
|
|
86,361
|
|
|
37,134
|
|
|
14,999
|
|
|
52,133
|
|
||||||
PROVISION FOR INCOME TAXES
|
|
11,271
|
|
|
10,280
|
|
|
21,551
|
|
|
8,787
|
|
|
4,307
|
|
|
13,094
|
|
||||||
Net Income
|
|
$
|
45,687
|
|
|
$
|
19,123
|
|
|
$
|
64,810
|
|
|
$
|
28,347
|
|
|
$
|
10,692
|
|
|
$
|
39,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
EARNINGS PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
|
$
|
1.00
|
|
|
$
|
0.42
|
|
|
$
|
1.42
|
|
|
$
|
0.59
|
|
|
$
|
0.23
|
|
|
$
|
0.82
|
|
Diluted
|
|
1.00
|
|
|
0.42
|
|
|
1.42
|
|
|
0.59
|
|
|
0.23
|
|
|
0.82
|
|
|
|
For the fiscal year ended June
|
||||||||||||||||||||||
|
|
2014 Reported
|
|
Adjustments
(1)
|
|
2014 Adjusted
(2)
|
|
2013 Reported
|
|
Adjustments
(1)
|
|
2013 Adjusted
(2)
|
||||||||||||
SEGMENT INCOME (LOSS) (3):
|
|
52,522
|
|
|
14,999
|
|
|
67,521
|
|
|
(36,319
|
)
|
|
114,153
|
|
|
77,834
|
|
||||||
Reconciliation from Segment Income (Loss) to Income (Loss) Before Income Taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in Earnings of Unconsolidated Affiliates
|
|
6,264
|
|
|
—
|
|
|
6,264
|
|
|
4,244
|
|
|
—
|
|
|
4,244
|
|
||||||
Income (Loss) from Operations
|
|
$
|
46,258
|
|
|
$
|
14,999
|
|
|
$
|
61,257
|
|
|
$
|
(40,563
|
)
|
|
$
|
114,153
|
|
|
$
|
73,590
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
INTEREST EXPENSE
|
|
(18,466
|
)
|
|
—
|
|
|
(18,466
|
)
|
|
(18,519
|
)
|
|
—
|
|
|
(18,519
|
)
|
||||||
OTHER INCOME, Net
|
|
9,342
|
|
|
—
|
|
|
9,342
|
|
|
6,941
|
|
|
—
|
|
|
6,941
|
|
||||||
Income (Loss) Before Income Taxes
|
|
37,134
|
|
|
14,999
|
|
|
52,133
|
|
|
(52,141
|
)
|
|
114,153
|
|
|
62,012
|
|
||||||
PROVISION (CREDIT) FOR INCOME TAXES
|
|
8,787
|
|
|
4,307
|
|
|
13,094
|
|
|
(18,484
|
)
|
|
35,442
|
|
|
16,958
|
|
||||||
Net Income (Loss)
|
|
$
|
28,347
|
|
|
$
|
10,692
|
|
|
$
|
39,039
|
|
|
$
|
(33,657
|
)
|
|
$
|
78,711
|
|
|
$
|
45,054
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
EARNINGS (LOSS) PER SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
|
$
|
0.59
|
|
|
$
|
0.23
|
|
|
$
|
0.82
|
|
|
$
|
(0.73
|
)
|
|
$
|
1.66
|
|
|
$
|
0.93
|
|
Diluted
|
|
0.59
|
|
|
0.23
|
|
|
0.82
|
|
|
(0.73
|
)
|
|
1.66
|
|
|
0.93
|
|
|
|
Total
|
|
Fiscal
2016
|
|
Fiscal
2017-2018
|
|
Fiscal
2019-2020
|
|
Thereafter
|
||||||||||
Long-Term Debt
|
|
$
|
225,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
225,000
|
|
Interest on Long-Term Debt
|
|
85,079
|
|
|
15,469
|
|
|
30,938
|
|
|
30,938
|
|
|
7,734
|
|
|||||
Operating Leases
|
|
70,554
|
|
|
14,661
|
|
|
19,491
|
|
|
8,747
|
|
|
27,655
|
|
|||||
Purchase Obligations
|
|
60,256
|
|
|
58,208
|
|
|
2,048
|
|
|
—
|
|
|
—
|
|
|||||
Other Liabilities (a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|
6,800
|
|
|||||
|
|
$
|
440,889
|
|
|
$
|
88,338
|
|
|
$
|
52,477
|
|
|
$
|
39,885
|
|
|
$
|
267,189
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Hedge
Currency
|
|
Notional
Value
|
|
Fair Value
|
|
Conversion
Currency
|
|
(Gain) Loss
at Fair Value
|
|||||
Australian Dollar
|
|
29,473
|
|
|
$
|
22,329
|
|
|
U.S.
|
|
$
|
(637
|
)
|
Brazilian Real
|
|
22,443
|
|
|
$
|
7,470
|
|
|
U.S.
|
|
$
|
(190
|
)
|
Canadian Dollar
|
|
9,326
|
|
|
$
|
7,558
|
|
|
U.S.
|
|
$
|
(41
|
)
|
Chinese Renminbi
|
|
259,350
|
|
|
$
|
41,127
|
|
|
U.S.
|
|
$
|
(604
|
)
|
Euro
|
|
62,740
|
|
|
$
|
70,338
|
|
|
U.S.
|
|
$
|
(2,359
|
)
|
Japanese Yen
|
|
711,000
|
|
|
$
|
5,762
|
|
|
U.S.
|
|
$
|
222
|
|
Hedge
Commodity
|
|
Notional
Value
|
|
Fair Value
|
|
(Gain) Loss
at Fair Value
|
|||||
Natural Gas (Therms)
|
|
11,324
|
|
|
$
|
10,697
|
|
|
$
|
627
|
|
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 28, 2015 and June 29, 2014
|
|
|
|
For the Fiscal Years Ended June 28, 2015, June 29, 2014, and June 30, 2013:
|
|
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 Firm
|
|
|
|
FINANCIAL STATEMENT SCHEDULES
|
|
Schedule II – Valuation and Qualifying Accounts
|
Consolidated Balance Sheets
|
|
|
|
|
|
ASSETS
|
|
2015
|
|
2014
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and Cash Equivalents
|
|
$
|
118,390
|
|
|
$
|
194,668
|
|
Receivables, Less Reserves of $3,463 and $6,352, Respectively
|
|
215,841
|
|
|
220,590
|
|
||
Inventories:
|
|
|
|
|
||||
Finished Products
|
|
266,726
|
|
|
268,116
|
|
||
Work in Process
|
|
101,285
|
|
|
102,431
|
|
||
Raw Materials
|
|
10,677
|
|
|
5,556
|
|
||
Total Inventories
|
|
378,688
|
|
|
376,103
|
|
||
Deferred Income Tax Asset
|
|
45,871
|
|
|
48,958
|
|
||
Prepaid Expenses and Other Current Assets
|
|
36,453
|
|
|
30,016
|
|
||
Total Current Assets
|
|
795,243
|
|
|
870,335
|
|
||
GOODWILL
|
|
165,522
|
|
|
144,522
|
|
||
INVESTMENTS
|
|
30,779
|
|
|
27,137
|
|
||
DEBT ISSUANCE COSTS, Net
|
|
3,714
|
|
|
4,671
|
|
||
OTHER INTANGIBLE ASSETS, Net
|
|
111,280
|
|
|
80,317
|
|
||
LONG-TERM DEFERRED INCOME TAX ASSET
|
|
22,452
|
|
|
15,178
|
|
||
OTHER LONG-TERM ASSETS, Net
|
|
15,134
|
|
|
10,539
|
|
||
PLANT AND EQUIPMENT:
|
|
|
|
|
||||
Land and Land Improvements
|
|
14,584
|
|
|
16,173
|
|
||
Buildings
|
|
126,313
|
|
|
131,159
|
|
||
Machinery and Equipment
|
|
841,538
|
|
|
849,470
|
|
||
Construction in Progress
|
|
52,891
|
|
|
39,046
|
|
||
|
|
1,035,326
|
|
|
1,035,848
|
|
||
Less - Accumulated Depreciation
|
|
720,488
|
|
|
738,841
|
|
||
Total Plant and Equipment, Net
|
|
314,838
|
|
|
297,007
|
|
||
|
|
$
|
1,458,962
|
|
|
$
|
1,449,706
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
|
|
2015
|
|
2014
|
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts Payable
|
|
$
|
182,676
|
|
|
$
|
169,271
|
|
Accrued Liabilities:
|
|
|
|
|
||||
Wages and Salaries
|
|
57,051
|
|
|
45,585
|
|
||
Warranty
|
|
29,580
|
|
|
27,066
|
|
||
Accrued Postretirement Health Care Obligation
|
|
12,299
|
|
|
13,882
|
|
||
Other
|
|
53,510
|
|
|
47,383
|
|
||
Total Accrued Liabilities
|
|
152,440
|
|
|
133,916
|
|
||
Total Current Liabilities
|
|
335,116
|
|
|
303,187
|
|
||
ACCRUED PENSION COST
|
|
208,623
|
|
|
126,529
|
|
||
ACCRUED EMPLOYEE BENEFITS
|
|
23,298
|
|
|
24,491
|
|
||
ACCRUED POSTRETIREMENT HEALTH CARE OBLIGATION
|
|
47,545
|
|
|
59,290
|
|
||
ACCRUED WARRANTY
|
|
18,427
|
|
|
17,678
|
|
||
DEFERRED INCOME TAX LIABILITY
|
|
223
|
|
|
—
|
|
||
OTHER LONG-TERM LIABILITIES
|
|
26,480
|
|
|
21,097
|
|
||
LONG-TERM DEBT
|
|
225,000
|
|
|
225,000
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 13)
|
|
|
|
|
||||
SHAREHOLDERS’ INVESTMENT:
|
|
|
|
|
||||
Common Stock -
Authorized 120,000 Shares $.01 Par Value, Issued 57,854 Shares
|
|
579
|
|
|
579
|
|
||
Additional Paid-In Capital
|
|
77,272
|
|
|
78,466
|
|
||
Retained Earnings
|
|
1,071,493
|
|
|
1,048,466
|
|
||
Accumulated Other Comprehensive Loss
|
|
(279,110
|
)
|
|
(195,257
|
)
|
||
Treasury Stock at Cost, 13,480 and 11,536 Shares, Respectively
|
|
(295,984
|
)
|
|
(259,820
|
)
|
||
Total Shareholders’ Investment
|
|
574,250
|
|
|
672,434
|
|
||
|
|
$
|
1,458,962
|
|
|
$
|
1,449,706
|
|
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
NET SALES
|
|
$
|
1,894,750
|
|
|
$
|
1,859,060
|
|
|
$
|
1,862,498
|
|
COST OF GOODS SOLD
|
|
1,511,363
|
|
|
1,506,436
|
|
|
1,514,597
|
|
|||
RESTRUCTURING CHARGES
|
|
24,288
|
|
|
5,841
|
|
|
18,761
|
|
|||
Gross Profit
|
|
359,099
|
|
|
346,783
|
|
|
329,140
|
|
|||
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
289,916
|
|
|
291,367
|
|
|
276,188
|
|
|||
RESTRUCTURING CHARGES
|
|
3,000
|
|
|
698
|
|
|
3,435
|
|
|||
GOODWILL IMPAIRMENT
|
|
—
|
|
|
2,960
|
|
|
71,310
|
|
|||
TRADENAME IMPAIRMENT
|
|
—
|
|
|
5,500
|
|
|
18,770
|
|
|||
Income (Loss) from Operations
|
|
66,183
|
|
|
46,258
|
|
|
(40,563
|
)
|
|||
INTEREST EXPENSE
|
|
(19,532
|
)
|
|
(18,466
|
)
|
|
(18,519
|
)
|
|||
OTHER INCOME, Net
|
|
10,307
|
|
|
9,342
|
|
|
6,941
|
|
|||
Income (Loss) Before Income Taxes
|
|
56,958
|
|
|
37,134
|
|
|
(52,141
|
)
|
|||
PROVISION (CREDIT) FOR INCOME TAXES
|
|
11,271
|
|
|
8,787
|
|
|
(18,484
|
)
|
|||
NET INCOME (LOSS)
|
|
$
|
45,687
|
|
|
$
|
28,347
|
|
|
$
|
(33,657
|
)
|
|
|
|
|
|
|
|
||||||
EARNINGS (LOSS) PER SHARE
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.00
|
|
|
$
|
0.59
|
|
|
$
|
(0.73
|
)
|
Diluted
|
|
$
|
1.00
|
|
|
$
|
0.59
|
|
|
$
|
(0.73
|
)
|
|
|
|
|
|
|
|
||||||
WEIGHTED AVERAGE SHARES OUTSTANDING
|
|
|
|
|
|
|
||||||
Basic
|
|
44,392
|
|
|
46,366
|
|
|
47,172
|
|
|||
Diluted
|
|
44,442
|
|
|
46,436
|
|
|
47,172
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
||
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net Income (Loss)
|
|
$
|
45,687
|
|
|
$
|
28,347
|
|
|
$
|
(33,657
|
)
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
||||||
Cumulative Translation Adjustments
|
|
(32,170
|
)
|
|
1,168
|
|
|
(617
|
)
|
|||
Unrealized Gain on Derivative Instruments, Net of Tax Provision of $1,435, $1,605, and 2,428, respectively
|
|
2,296
|
|
|
2,589
|
|
|
3,981
|
|
|||
Unrecognized Pension & Postretirement Obligation, Net of Tax Provision (Benefit) of ($33,737), $16,067, and $57,591, respectively
|
|
(53,979
|
)
|
|
25,914
|
|
|
94,412
|
|
|||
Other Comprehensive Income (Loss)
|
|
(83,853
|
)
|
|
29,671
|
|
|
97,776
|
|
|||
Total Comprehensive Income (Loss)
|
|
$
|
(38,166
|
)
|
|
$
|
58,018
|
|
|
$
|
64,119
|
|
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, 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
|
|
Net Income
|
|
—
|
|
|
—
|
|
|
28,347
|
|
|
—
|
|
|
—
|
|
|
28,347
|
|
||||||
Total Other Comprehensive Income, Net of Tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29,671
|
|
|
—
|
|
|
29,671
|
|
||||||
Cash Dividends Paid ($0.48 per share)
|
|
—
|
|
|
—
|
|
|
(22,798
|
)
|
|
—
|
|
|
—
|
|
|
(22,798
|
)
|
||||||
Stock Option Activity, Net of Tax
|
|
—
|
|
|
3,269
|
|
|
—
|
|
|
—
|
|
|
6,200
|
|
|
9,469
|
|
||||||
Restricted Stock
|
|
—
|
|
|
(3,322
|
)
|
|
—
|
|
|
—
|
|
|
2,423
|
|
|
(899
|
)
|
||||||
Amortization of Unearned Compensation
|
|
—
|
|
|
2,737
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,737
|
|
||||||
Deferred Stock
|
|
—
|
|
|
(1,188
|
)
|
|
—
|
|
|
—
|
|
|
1,474
|
|
|
286
|
|
||||||
Shares Issued to Directors
|
|
—
|
|
|
(34
|
)
|
|
—
|
|
|
—
|
|
|
764
|
|
|
730
|
|
||||||
Treasury Stock Purchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,047
|
)
|
|
(43,047
|
)
|
||||||
BALANCES, JUNE 29, 2014
|
|
$
|
579
|
|
|
$
|
78,466
|
|
|
$
|
1,048,466
|
|
|
$
|
(195,257
|
)
|
|
$
|
(259,820
|
)
|
|
$
|
672,434
|
|
Net Income
|
|
—
|
|
|
—
|
|
|
45,687
|
|
|
—
|
|
|
—
|
|
|
45,687
|
|
||||||
Total Other Comprehensive Income, Net of Tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,853
|
)
|
|
—
|
|
|
(83,853
|
)
|
||||||
Cash Dividends Paid ($0.50 per share)
|
|
—
|
|
|
—
|
|
|
(22,660
|
)
|
|
—
|
|
|
—
|
|
|
(22,660
|
)
|
||||||
Stock Option Activity, Net of Tax
|
|
—
|
|
|
3,025
|
|
|
—
|
|
|
—
|
|
|
5,793
|
|
|
8,818
|
|
||||||
Restricted Stock
|
|
—
|
|
|
(3,482
|
)
|
|
—
|
|
|
—
|
|
|
1,868
|
|
|
(1,614
|
)
|
||||||
Amortization of Unearned Compensation
|
|
—
|
|
|
2,625
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,625
|
|
||||||
Deferred Stock
|
|
—
|
|
|
(3,287
|
)
|
|
—
|
|
|
—
|
|
|
2,368
|
|
|
(919
|
)
|
||||||
Shares Issued to Directors
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
|
—
|
|
|
852
|
|
|
777
|
|
||||||
Treasury Stock Purchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,045
|
)
|
|
(47,045
|
)
|
||||||
BALANCES, JUNE 28, 2015
|
|
$
|
579
|
|
|
$
|
77,272
|
|
|
$
|
1,071,493
|
|
|
$
|
(279,110
|
)
|
|
$
|
(295,984
|
)
|
|
$
|
574,250
|
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net Income (Loss)
|
|
$
|
45,687
|
|
|
$
|
28,347
|
|
|
$
|
(33,657
|
)
|
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
|
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
|
52,260
|
|
|
50,343
|
|
|
55,752
|
|
|||
Stock Compensation Expense
|
|
6,227
|
|
|
7,174
|
|
|
6,514
|
|
|||
Goodwill and Tradename Impairment
|
|
—
|
|
|
8,460
|
|
|
90,080
|
|
|||
Equity in Earnings of Unconsolidated Affiliates
|
|
(7,303
|
)
|
|
(6,264
|
)
|
|
(4,244
|
)
|
|||
Dividends Received from Unconsolidated Affiliates
|
|
4,628
|
|
|
4,069
|
|
|
4,636
|
|
|||
Loss on Disposition of Plant and Equipment
|
|
265
|
|
|
465
|
|
|
696
|
|
|||
Provision (Credit) for Deferred Income Taxes
|
|
7,648
|
|
|
(5,396
|
)
|
|
(27,914
|
)
|
|||
Cash Contributions to Qualified Pension Plans
|
|
—
|
|
|
—
|
|
|
(29,363
|
)
|
|||
Non-Cash Restructuring Charges
|
|
11,257
|
|
|
4,231
|
|
|
13,081
|
|
|||
Change in Operating Assets and Liabilities:
|
|
|
|
|
|
|
||||||
Accounts Receivable
|
|
21,461
|
|
|
(29,211
|
)
|
|
42,121
|
|
|||
Inventories
|
|
12,079
|
|
|
30,775
|
|
|
34,696
|
|
|||
Other Current Assets
|
|
5,444
|
|
|
(9,304
|
)
|
|
10,232
|
|
|||
Accounts Payable, Accrued Liabilities and Income Taxes
|
|
(2,508
|
)
|
|
47,867
|
|
|
9,196
|
|
|||
Other, Net
|
|
(9,049
|
)
|
|
(4,477
|
)
|
|
(11,013
|
)
|
|||
Net Cash Provided by Operating Activities
|
|
148,096
|
|
|
127,079
|
|
|
160,813
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Additions to Plant and Equipment
|
|
(71,710
|
)
|
|
(60,371
|
)
|
|
(44,878
|
)
|
|||
Cash Paid for Acquisitions, Net of Cash Acquired
|
|
(88,144
|
)
|
|
—
|
|
|
(59,627
|
)
|
|||
Proceeds Received on Disposition of Plant and Equipment
|
|
2,117
|
|
|
628
|
|
|
12,492
|
|
|||
Other, Net
|
|
(250
|
)
|
|
—
|
|
|
—
|
|
|||
Net Cash Used in Investing Activities
|
|
(157,987
|
)
|
|
(59,743
|
)
|
|
(92,013
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net Borrowings on Revolver
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Repayments on Short-Term Debt
|
|
—
|
|
|
(300
|
)
|
|
(2,700
|
)
|
|||
Debt Issuance Costs
|
|
—
|
|
|
(949
|
)
|
|
—
|
|
|||
Cash Dividends Paid
|
|
(22,559
|
)
|
|
(22,697
|
)
|
|
(23,285
|
)
|
|||
Stock Option Exercise Proceeds and Tax Benefits
|
|
5,126
|
|
|
5,402
|
|
|
19,988
|
|
|||
Treasury Stock Purchases
|
|
(47,045
|
)
|
|
(43,047
|
)
|
|
(30,359
|
)
|
|||
Net Cash Used in Financing Activities
|
|
(64,478
|
)
|
|
(61,591
|
)
|
|
(36,356
|
)
|
|||
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
(1,909
|
)
|
|
478
|
|
|
(74
|
)
|
|||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(76,278
|
)
|
|
6,223
|
|
|
32,370
|
|
|||
CASH AND CASH EQUIVALENTS:
|
|
|
|
|
|
|
||||||
Beginning of Year
|
|
194,668
|
|
|
188,445
|
|
|
156,075
|
|
|||
End of Year
|
|
$
|
118,390
|
|
|
$
|
194,668
|
|
|
$
|
188,445
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Interest Paid
|
|
$
|
18,535
|
|
|
$
|
17,499
|
|
|
$
|
17,338
|
|
Income Taxes Paid
|
|
$
|
4,122
|
|
|
$
|
12,574
|
|
|
$
|
1,171
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Results of Operations:
|
|
|
|
|
|
|
||||||
Sales
|
|
$
|
219,904
|
|
|
$
|
143,007
|
|
|
$
|
113,452
|
|
Cost of Goods Sold
|
|
173,603
|
|
|
116,158
|
|
|
92,844
|
|
|||
Gross Profit
|
|
$
|
46,301
|
|
|
$
|
26,849
|
|
|
$
|
20,608
|
|
Net Income
|
|
$
|
14,957
|
|
|
$
|
13,653
|
|
|
$
|
8,057
|
|
|
|
2015
|
|
2014
|
||||
Financial Position:
|
|
|
|
|
||||
Assets:
|
|
|
|
|
||||
Current Assets
|
|
$
|
99,596
|
|
|
$
|
76,811
|
|
Noncurrent Assets
|
|
43,555
|
|
|
28,106
|
|
||
|
|
143,151
|
|
|
104,917
|
|
||
Liabilities:
|
|
|
|
|
||||
Current Liabilities
|
|
$
|
36,630
|
|
|
$
|
22,990
|
|
Noncurrent Liabilities
|
|
9,859
|
|
|
1,779
|
|
||
|
|
46,489
|
|
|
24,769
|
|
||
Equity
|
|
$
|
96,662
|
|
|
$
|
80,148
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
||||
Balance, Beginning of Period
|
|
$
|
44,744
|
|
|
$
|
45,037
|
|
Payments
|
|
(27,366
|
)
|
|
(28,377
|
)
|
||
Provision for Current Year Warranties
|
|
30,673
|
|
|
29,087
|
|
||
Changes in Estimates
|
|
(44
|
)
|
|
(1,003
|
)
|
||
Balance, End of Period
|
|
$
|
48,007
|
|
|
$
|
44,744
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
June 28, 2015
|
|
June 29, 2014
|
|
June 30, 2013
|
||||||
Net Income (Loss)
|
|
$
|
45,687
|
|
|
$
|
28,347
|
|
|
$
|
(33,657
|
)
|
Less: Earnings Allocated to Participating Securities
|
|
(1,154
|
)
|
|
(768
|
)
|
|
(605
|
)
|
|||
Net Income (Loss) available to Common Shareholders
|
|
$
|
44,533
|
|
|
$
|
27,579
|
|
|
$
|
(34,262
|
)
|
Average Shares of Common Stock Outstanding
|
|
44,392
|
|
|
46,366
|
|
|
47,172
|
|
|||
Incremental Common Shares Applicable to Common Stock Options and Performance Shares Based on the Common Stock Average Market Price During the Period
|
|
50
|
|
|
70
|
|
|
—
|
|
|||
Diluted Average Shares of Common Stock Outstanding
|
|
44,442
|
|
|
46,436
|
|
|
47,172
|
|
|||
Basic Earnings (Loss) Per Share
|
|
$
|
1.00
|
|
|
$
|
0.59
|
|
|
$
|
(0.73
|
)
|
Diluted Earnings (Loss) Per Share
|
|
$
|
1.00
|
|
|
$
|
0.59
|
|
|
$
|
(0.73
|
)
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
June 28, 2015
|
|
June 29, 2014
|
|
June 30, 2013
|
||||||
Options to Purchase Shares of Common Stock (in thousands)
|
|
784
|
|
|
916
|
|
|
1,590
|
|
|||
Weighted Average Exercise Price of Options Excluded
|
|
$
|
20.37
|
|
|
$
|
29.62
|
|
|
$
|
34.13
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 28, 2015
|
||||||||||||||
|
|
Cumulative Translation Adjustments
|
|
Derivative Financial Instruments
|
|
Pension and Postretirement Benefit Plans
|
|
Total
|
||||||||
Beginning Balance
|
|
$
|
13,053
|
|
|
$
|
(1,084
|
)
|
|
$
|
(207,226
|
)
|
|
$
|
(195,257
|
)
|
Other Comprehensive Income (Loss) Before Reclassification
|
|
(32,170
|
)
|
|
13,280
|
|
|
(101,366
|
)
|
|
(120,256
|
)
|
||||
Income Tax Benefit (Expense)
|
|
—
|
|
|
(4,980
|
)
|
|
38,012
|
|
|
33,032
|
|
||||
Net Other Comprehensive Income (Loss) Before Reclassifications
|
|
(32,170
|
)
|
|
8,300
|
|
|
(63,354
|
)
|
|
(87,224
|
)
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
|
||||||||
Realized (Gains) Losses - Foreign Currency Contracts (1)
|
|
—
|
|
|
(11,350
|
)
|
|
—
|
|
|
(11,350
|
)
|
||||
Realized (Gains) Losses - Commodity Contracts (1)
|
|
—
|
|
|
521
|
|
|
—
|
|
|
521
|
|
||||
Realized (Gains) Losses - Interest Rate Swaps (1)
|
|
—
|
|
|
1,222
|
|
|
—
|
|
|
1,222
|
|
||||
Amortization of Prior Service Costs (Credits) (2)
|
|
—
|
|
|
—
|
|
|
(2,578
|
)
|
|
(2,578
|
)
|
||||
Amortization of Actuarial Losses (2)
|
|
—
|
|
|
—
|
|
|
17,578
|
|
|
17,578
|
|
||||
Total Reclassifications Before Tax
|
|
—
|
|
|
(9,607
|
)
|
|
15,000
|
|
|
5,393
|
|
||||
Income Tax Expense (Benefit)
|
|
—
|
|
|
3,603
|
|
|
(5,625
|
)
|
|
(2,022
|
)
|
||||
Net Reclassifications
|
|
—
|
|
|
(6,004
|
)
|
|
9,375
|
|
|
3,371
|
|
||||
Other Comprehensive Income (Loss)
|
|
(32,170
|
)
|
|
2,296
|
|
|
(53,979
|
)
|
|
(83,853
|
)
|
||||
Ending Balance
|
|
$
|
(19,117
|
)
|
|
$
|
1,212
|
|
|
$
|
(261,205
|
)
|
|
$
|
(279,110
|
)
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 29, 2014
|
||||||||||||||
|
|
Cumulative Translation Adjustments
|
|
Derivative Financial Instruments
|
|
Pension and Postretirement Benefit Plans
|
|
Total
|
||||||||
Beginning Balance
|
|
$
|
11,885
|
|
|
$
|
(3,673
|
)
|
|
$
|
(233,140
|
)
|
|
$
|
(224,928
|
)
|
Other Comprehensive Income (Loss) Before Reclassification
|
|
1,168
|
|
|
(4,797
|
)
|
|
13,951
|
|
|
10,322
|
|
||||
Income Tax Benefit (Expense)
|
|
—
|
|
|
1,823
|
|
|
(5,316
|
)
|
|
(3,493
|
)
|
||||
Net Other Comprehensive Income (Loss) Before Reclassifications
|
|
1,168
|
|
|
(2,974
|
)
|
|
8,635
|
|
|
6,829
|
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
|
||||||||
Realized (Gains) Losses - Foreign Currency Contracts (1)
|
|
—
|
|
|
2,133
|
|
|
—
|
|
|
2,133
|
|
||||
Realized (Gains) Losses - Commodity Contracts (1)
|
|
—
|
|
|
5,630
|
|
|
—
|
|
|
5,630
|
|
||||
Realized (Gains) Losses - Interest Rate Swaps (1)
|
|
—
|
|
|
1,209
|
|
|
—
|
|
|
1,209
|
|
||||
Amortization of Prior Service Costs (Credits) (2)
|
|
—
|
|
|
—
|
|
|
(2,715
|
)
|
|
(2,715
|
)
|
||||
Amortization of Actuarial Losses (2)
|
|
—
|
|
|
—
|
|
|
30,632
|
|
|
30,632
|
|
||||
Total Reclassifications Before Tax
|
|
—
|
|
|
8,972
|
|
|
27,917
|
|
|
36,889
|
|
||||
Income Tax Expense (Benefit)
|
|
—
|
|
|
(3,409
|
)
|
|
(10,638
|
)
|
|
(14,047
|
)
|
||||
Net Reclassifications
|
|
—
|
|
|
5,563
|
|
|
17,279
|
|
|
22,842
|
|
||||
Other Comprehensive Income (Loss)
|
|
1,168
|
|
|
2,589
|
|
|
25,914
|
|
|
29,671
|
|
||||
Ending Balance
|
|
$
|
13,053
|
|
|
$
|
(1,084
|
)
|
|
$
|
(207,226
|
)
|
|
$
|
(195,257
|
)
|
|
|
|
|
|
|
|
|
Fiscal Year Ended June 30, 2013
|
||||||||||||||
|
|
Cumulative Translation Adjustments
|
|
Derivative Financial Instruments
|
|
Pension and Postretirement Benefit Plans
|
|
Total
|
||||||||
Beginning Balance
|
|
$
|
12,502
|
|
|
$
|
(7,654
|
)
|
|
$
|
(327,552
|
)
|
|
$
|
(322,704
|
)
|
Other Comprehensive Income (Loss) Before Reclassification
|
|
(617
|
)
|
|
(5,141
|
)
|
|
113,757
|
|
|
107,999
|
|
||||
Income Tax Benefit (Expense)
|
|
—
|
|
|
2,005
|
|
|
(43,554
|
)
|
|
(41,549
|
)
|
||||
Net Other Comprehensive Income (Loss) Before Reclassifications
|
|
(617
|
)
|
|
(3,136
|
)
|
|
70,203
|
|
|
66,450
|
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
|
||||||||
Realized (Gains) Losses - Foreign Currency Contracts (1)
|
|
—
|
|
|
2,023
|
|
|
—
|
|
|
2,023
|
|
||||
Realized (Gains) Losses - Commodity Contracts (1)
|
|
—
|
|
|
9,644
|
|
|
—
|
|
|
9,644
|
|
||||
Realized (Gains) Losses - Interest Rate Swaps (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transition Obligation (2)
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
|
||||
Amortization of Prior Service Costs (Credits) (2)
|
|
—
|
|
|
—
|
|
|
(3,223
|
)
|
|
(3,223
|
)
|
||||
Amortization of Actuarial Losses (2)
|
|
—
|
|
|
—
|
|
|
42,445
|
|
|
42,445
|
|
||||
Total Reclassifications Before Tax
|
|
—
|
|
|
11,667
|
|
|
39,229
|
|
|
50,896
|
|
||||
Income Tax Expense (Benefit)
|
|
—
|
|
|
(4,550
|
)
|
|
(15,020
|
)
|
|
(19,570
|
)
|
||||
Net Reclassifications
|
|
—
|
|
|
7,117
|
|
|
24,209
|
|
|
31,326
|
|
||||
Other Comprehensive Income (Loss)
|
|
(617
|
)
|
|
3,981
|
|
|
94,412
|
|
|
97,776
|
|
||||
Ending Balance
|
|
$
|
11,885
|
|
|
$
|
(3,673
|
)
|
|
$
|
(233,140
|
)
|
|
$
|
(224,928
|
)
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
|
|
June 28, 2015
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
4,693
|
|
|
$
|
—
|
|
|
$
|
4,693
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
2,745
|
|
|
$
|
—
|
|
|
$
|
2,745
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
|
|
June 29, 2014
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
431
|
|
|
$
|
—
|
|
|
$
|
431
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
1,932
|
|
|
$
|
—
|
|
|
$
|
1,932
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Long-Term Debt
|
|
|
|
|
|
|
|
|
||||||||
6.875% Senior Notes
|
|
$
|
225,000
|
|
|
$
|
248,292
|
|
|
$
|
225,000
|
|
|
$
|
251,438
|
|
Borrowings on Revolver
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Engines
|
|
Products
|
|
Total
|
||||||
Goodwill Balance at June 30, 2013
|
|
$
|
140,937
|
|
|
$
|
6,415
|
|
|
$
|
147,352
|
|
Impairment Loss
|
|
—
|
|
|
(2,960
|
)
|
|
(2,960
|
)
|
|||
Effect of Translation
|
|
125
|
|
|
5
|
|
|
130
|
|
|||
Goodwill Balance at June 29, 2014
|
|
$
|
141,062
|
|
|
$
|
3,460
|
|
|
$
|
144,522
|
|
Acquisitions
|
|
—
|
|
|
24,770
|
|
|
24,770
|
|
|||
Effect of Translation
|
|
(2,781
|
)
|
|
(989
|
)
|
|
(3,770
|
)
|
|||
Goodwill Balance at June 28, 2015
|
|
$
|
138,281
|
|
|
$
|
27,241
|
|
|
$
|
165,522
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
||||||||||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Patents
|
|
$
|
7,300
|
|
|
$
|
(5,353
|
)
|
|
$
|
1,947
|
|
|
$
|
13,601
|
|
|
$
|
(11,167
|
)
|
|
$
|
2,434
|
|
Customer Relationships
|
|
60,182
|
|
|
(10,840
|
)
|
|
49,342
|
|
|
32,539
|
|
|
(8,610
|
)
|
|
23,929
|
|
||||||
Other Intangible Assets
|
|
739
|
|
|
(98
|
)
|
|
641
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Effect of Translation
|
|
(5,071
|
)
|
|
547
|
|
|
(4,524
|
)
|
|
(991
|
)
|
|
(49
|
)
|
|
(1,040
|
)
|
||||||
Total Amortized Intangible Assets
|
|
63,150
|
|
|
(15,744
|
)
|
|
47,406
|
|
|
45,149
|
|
|
(19,826
|
)
|
|
25,323
|
|
||||||
Unamortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradenames
|
|
67,111
|
|
|
—
|
|
|
67,111
|
|
|
55,016
|
|
|
—
|
|
|
55,016
|
|
||||||
Effect of Translation
|
|
(3,237
|
)
|
|
—
|
|
|
(3,237
|
)
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
||||||
Total Unamortized Intangible Assets
|
|
63,874
|
|
|
—
|
|
|
63,874
|
|
|
54,994
|
|
|
—
|
|
|
54,994
|
|
||||||
Total Intangible Assets
|
|
$
|
127,024
|
|
|
$
|
(15,744
|
)
|
|
$
|
111,280
|
|
|
$
|
100,143
|
|
|
$
|
(19,826
|
)
|
|
$
|
80,317
|
|
|
|
|
|
|
|
|
|
||
2016
|
$
|
3,268
|
|
2017
|
3,268
|
|
|
2018
|
3,268
|
|
|
2019
|
3,268
|
|
|
2020
|
2,781
|
|
|
|
|
||
|
$
|
15,853
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
U.S.
|
|
$
|
38,615
|
|
|
$
|
30,291
|
|
|
$
|
(58,625
|
)
|
Foreign
|
|
18,343
|
|
|
6,843
|
|
|
6,484
|
|
|||
Total
|
|
$
|
56,958
|
|
|
$
|
37,134
|
|
|
$
|
(52,141
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(659
|
)
|
|
$
|
9,725
|
|
|
$
|
10,377
|
|
State
|
|
859
|
|
|
733
|
|
|
(1,870
|
)
|
|||
Foreign
|
|
3,423
|
|
|
3,725
|
|
|
923
|
|
|||
|
|
3,623
|
|
|
14,183
|
|
|
9,430
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
6,928
|
|
|
$
|
(3,831
|
)
|
|
$
|
(26,961
|
)
|
State
|
|
495
|
|
|
(328
|
)
|
|
(1,003
|
)
|
|||
Foreign
|
|
225
|
|
|
(1,237
|
)
|
|
50
|
|
|||
|
|
7,648
|
|
|
(5,396
|
)
|
|
(27,914
|
)
|
|||
Total
|
|
$
|
11,271
|
|
|
$
|
8,787
|
|
|
$
|
(18,484
|
)
|
|
|
2015
|
|
2014
|
|
2013
|
|||
U.S. Statutory Rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State Taxes, Net of Federal Tax Benefit
|
|
2.4
|
%
|
|
2.0
|
%
|
|
1.1
|
%
|
Impact of Foreign Operations and Tax Rates
|
|
(1.2
|
)%
|
|
0.7
|
%
|
|
5.3
|
%
|
Changes to Unrecognized Tax Benefits
|
|
4.3
|
%
|
|
1.2
|
%
|
|
(0.5
|
)%
|
U.S. Manufacturers Deduction
|
|
(2.5
|
)%
|
|
(4.8
|
)%
|
|
0.4
|
%
|
Impact of Restructuring Actions
|
|
—
|
%
|
|
—
|
%
|
|
(2.1
|
)%
|
Benefits on State Credits and NOL's, Net of Valuation Allowance
|
|
—
|
%
|
|
(0.4
|
)%
|
|
4.3
|
%
|
*Change in Accounting Method
|
|
—
|
%
|
|
(7.8
|
)%
|
|
—
|
%
|
**Research & Development Credit
|
|
(18.1
|
)%
|
|
(1.0
|
)%
|
|
1.8
|
%
|
***Other, Net
|
|
(0.1
|
)%
|
|
(1.2
|
)%
|
|
(9.8
|
)%
|
Effective Tax Rate
|
|
19.8
|
%
|
|
23.7
|
%
|
|
35.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning Balance
|
$
|
7,657
|
|
|
$
|
6,949
|
|
|
6,717
|
|
|
Changes based on tax positions related to prior year
|
4,573
|
|
|
380
|
|
|
—
|
|
|||
Additions based on tax positions related to current year
|
691
|
|
|
378
|
|
|
997
|
|
|||
Settlements with taxing authorities
|
(2,120
|
)
|
|
—
|
|
|
(39
|
)
|
|||
Lapse of statute of limitations
|
(250
|
)
|
|
(50
|
)
|
|
(726
|
)
|
|||
Ending Balance
|
$
|
10,551
|
|
|
$
|
7,657
|
|
|
$
|
6,949
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
NET SALES:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
1,208,914
|
|
|
$
|
1,219,627
|
|
|
$
|
1,189,674
|
|
Products
|
|
788,564
|
|
|
736,312
|
|
|
805,450
|
|
|||
Eliminations
|
|
(102,728
|
)
|
|
(96,879
|
)
|
|
(132,626
|
)
|
|||
|
|
$
|
1,894,750
|
|
|
$
|
1,859,060
|
|
|
$
|
1,862,498
|
|
GROSS PROFIT:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
267,778
|
|
|
$
|
257,441
|
|
|
$
|
236,486
|
|
Products
|
|
89,268
|
|
|
87,682
|
|
|
87,392
|
|
|||
Eliminations
|
|
2,053
|
|
|
1,660
|
|
|
5,262
|
|
|||
|
|
$
|
359,099
|
|
|
$
|
346,783
|
|
|
$
|
329,140
|
|
SEGMENT INCOME (LOSS)
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
93,880
|
|
|
$
|
78,300
|
|
|
$
|
63,337
|
|
Products
|
|
(22,447
|
)
|
|
(27,438
|
)
|
|
(104,918
|
)
|
|||
Eliminations
|
|
2,053
|
|
|
1,660
|
|
|
5,262
|
|
|||
|
|
$
|
73,486
|
|
|
$
|
52,522
|
|
|
$
|
(36,319
|
)
|
Reconciliation from Segment Income (Loss) to Income (Loss) Before Income Taxes:
|
|
|
|
|
|
|
||||||
Equity in Earnings of Unconsolidated Affiliates
|
|
7,303
|
|
|
6,264
|
|
|
4,244
|
|
|||
Income (Loss) from Operations
|
|
$
|
66,183
|
|
|
$
|
46,258
|
|
|
$
|
(40,563
|
)
|
INTEREST EXPENSE
|
|
(19,532
|
)
|
|
(18,466
|
)
|
|
(18,519
|
)
|
|||
OTHER INCOME, Net
|
|
10,307
|
|
|
9,342
|
|
|
6,941
|
|
|||
Income (Loss) Before Income Taxes
|
|
56,958
|
|
|
37,134
|
|
|
(52,141
|
)
|
|||
PROVISION (CREDIT) FOR INCOME TAXES
|
|
11,271
|
|
|
8,787
|
|
|
(18,484
|
)
|
|||
Net Income (Loss)
|
|
$
|
45,687
|
|
|
$
|
28,347
|
|
|
$
|
(33,657
|
)
|
|
|
|
|
|
|
|
||||||
ASSETS:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
981,298
|
|
|
$
|
1,048,416
|
|
|
$
|
1,013,204
|
|
Products
|
|
565,048
|
|
|
503,609
|
|
|
545,081
|
|
|||
Eliminations
|
|
(87,384
|
)
|
|
(102,319
|
)
|
|
(110,734
|
)
|
|||
|
|
$
|
1,458,962
|
|
|
$
|
1,449,706
|
|
|
$
|
1,447,551
|
|
CAPITAL EXPENDITURES:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
59,997
|
|
|
$
|
56,230
|
|
|
$
|
36,002
|
|
Products
|
|
11,713
|
|
|
4,141
|
|
|
8,876
|
|
|||
|
|
$
|
71,710
|
|
|
$
|
60,371
|
|
|
$
|
44,878
|
|
DEPRECIATION & AMORTIZATION:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
42,240
|
|
|
$
|
39,456
|
|
|
$
|
42,349
|
|
Products
|
|
10,020
|
|
|
10,887
|
|
|
13,403
|
|
|||
|
|
$
|
52,260
|
|
|
$
|
50,343
|
|
|
$
|
55,752
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
PRE-TAX RESTRUCTURING CHARGES AND ACQUISITION-RELATED CHARGES INCLUDED IN GROSS PROFIT:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
—
|
|
|
$
|
3,099
|
|
|
$
|
9,008
|
|
Products
|
|
25,710
|
|
|
2,742
|
|
|
9,753
|
|
|||
Total
|
|
$
|
25,710
|
|
|
$
|
5,841
|
|
|
$
|
18,761
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
PRE-TAX RESTRUCTURING, ACQUISITION-RELATED, GOODWILL & TRADENAME IMPAIRMENT AND LITIGATION SETTLEMENT CHARGES INCLUDED IN INCOME (LOSS) FROM OPERATIONS:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
—
|
|
|
$
|
3,524
|
|
|
$
|
14,320
|
|
Products
|
|
29,403
|
|
|
11,475
|
|
|
99,833
|
|
|||
Total
|
|
$
|
29,403
|
|
|
$
|
14,999
|
|
|
$
|
114,153
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
|
$
|
1,312,485
|
|
|
$
|
1,293,558
|
|
|
$
|
1,304,964
|
|
All Other Countries
|
|
582,265
|
|
|
565,502
|
|
|
557,534
|
|
|||
Total
|
|
$
|
1,894,750
|
|
|
$
|
1,859,060
|
|
|
$
|
1,862,498
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
|
$
|
296,124
|
|
|
$
|
281,029
|
|
|
$
|
269,477
|
|
All Other Countries
|
|
18,714
|
|
|
15,978
|
|
|
17,718
|
|
|||
Total
|
|
$
|
314,838
|
|
|
$
|
297,007
|
|
|
$
|
287,195
|
|
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
Customer:
|
|
Net Sales
|
|
%
|
|
Net Sales
|
|
%
|
|
Net Sales
|
|
%
|
|||||||||
HOP
|
|
$
|
266,038
|
|
|
14
|
%
|
|
$
|
293,225
|
|
|
16
|
%
|
|
$
|
251,098
|
|
|
13
|
%
|
MTD
|
|
228,430
|
|
|
12
|
%
|
|
235,141
|
|
|
13
|
%
|
|
241,033
|
|
|
13
|
%
|
|||
|
|
$
|
494,468
|
|
|
26
|
%
|
|
$
|
528,366
|
|
|
29
|
%
|
|
$
|
492,131
|
|
|
26
|
%
|
|
|
|
|
|
|
Fiscal Year
|
|
Operating
|
||
2016
|
|
$
|
14,661
|
|
2017
|
|
10,759
|
|
|
2018
|
|
8,732
|
|
|
2019
|
|
5,358
|
|
|
2020
|
|
3,389
|
|
|
Thereafter
|
|
27,655
|
|
|
Total future minimum lease commitments
|
|
$
|
70,554
|
|
|
|
2015
|
|
2014
|
||||
Multicurrency Credit Agreement
|
|
$
|
—
|
|
|
$
|
—
|
|
6.875% Senior Notes
|
|
225,000
|
|
|
225,000
|
|
||
Total Long-Term Debt
|
|
$
|
225,000
|
|
|
$
|
225,000
|
|
|
|
|
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest Income
|
|
$
|
1,317
|
|
|
$
|
1,540
|
|
|
$
|
888
|
|
Equity in Earnings of Unconsolidated Affiliates
|
|
7,303
|
|
|
6,264
|
|
|
4,244
|
|
|||
Other Items
|
|
1,687
|
|
|
1,538
|
|
|
1,809
|
|
|||
Total
|
|
$
|
10,307
|
|
|
$
|
9,342
|
|
|
$
|
6,941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Granted During
|
|
2015
|
|
2014
|
|
2013
|
||||||
Grant Date Fair Value
|
|
$
|
3.81
|
|
|
$
|
5.19
|
|
|
$
|
4.83
|
|
(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
|
|
1.6
|
%
|
|
1.6
|
%
|
|
0.7
|
%
|
|||
Expected Volatility
|
|
27.9
|
%
|
|
41.3
|
%
|
|
43.9
|
%
|
|||
Expected Dividend Yield
|
|
2.7
|
%
|
|
2.5
|
%
|
|
2.6
|
%
|
|||
Expected Term (in Years)
|
|
5.5
|
|
|
5.0
|
|
|
5.0
|
|
|
|
Options
|
|
Wtd. Avg. Exercise Price
|
|
Wtd. Avg. Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
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
|
|
|
|
|
|
||
Granted During the Year
|
|
407,860
|
|
|
20.82
|
|
|
|
|
|
|||
Exercised During the Year
|
|
(273,394
|
)
|
|
19.76
|
|
|
|
|
|
|||
Expired During the Year
|
|
(1,088,368
|
)
|
|
32.82
|
|
|
|
|
|
|||
Balance, June 29, 2014
|
|
2,417,366
|
|
|
$
|
22.71
|
|
|
|
|
|
||
Granted During the Year
|
|
557,170
|
|
|
18.83
|
|
|
|
|
|
|||
Exercised During the Year
|
|
(260,726
|
)
|
|
19.66
|
|
|
|
|
|
|||
Expired During the Year
|
|
(536,960
|
)
|
|
35.78
|
|
|
|
|
|
|||
Balance, June 28, 2015
|
|
2,176,850
|
|
|
$
|
18.86
|
|
|
3.65
|
|
$
|
2,099
|
|
Exercisable, June 28, 2015
|
|
811,970
|
|
|
$
|
17.91
|
|
|
0.71
|
|
$
|
1,446
|
|
|
|
|
|
|
|
|
|
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,
June 29, 2014
|
|
425,518
|
|
|
$
|
18.67
|
|
|
847,760
|
|
|
$
|
17.96
|
|
|
1,252,350
|
|
|
$
|
4.64
|
|
|
364,501
|
|
|
$
|
18.77
|
|
Granted
|
|
62,156
|
|
|
17.84
|
|
|
158,280
|
|
|
20.56
|
|
|
557,170
|
|
|
3.81
|
|
|
125,853
|
|
|
18.94
|
|
||||
Cancelled
|
|
—
|
|
|
—
|
|
|
(10,950
|
)
|
|
19.09
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
||||
Vested
|
|
(205,357
|
)
|
|
18.11
|
|
|
(192,980
|
)
|
|
18.21
|
|
|
(444,640
|
)
|
|
3.96
|
|
|
(131,628
|
)
|
|
17.27
|
|
||||
Nonvested shares,
June 28, 2015
|
|
282,317
|
|
|
$
|
18.90
|
|
|
802,110
|
|
|
$
|
18.40
|
|
|
1,364,880
|
|
|
$
|
4.52
|
|
|
358,726
|
|
|
$
|
19.38
|
|
|
|
|
|
|
|
Performance Shares Granted During
|
|
|
2014
|
|
2013
|
||
Assumptions:
|
|
|
|
|
|
||
Risk-free Interest Rate
|
|
|
0.7
|
%
|
|
0.4
|
%
|
Expected Volatility
|
|
|
32.1
|
%
|
|
35.5
|
%
|
Expected Dividend Yield (Dividends are Assumed Reinvested)
|
|
|
—
|
%
|
|
—
|
%
|
Expected Term (in Years)
|
|
|
2.86
|
|
|
2.87
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Stock Options:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
1,680
|
|
|
$
|
2,065
|
|
|
$
|
1,964
|
|
Tax benefit
|
|
(638
|
)
|
|
(791
|
)
|
|
(766
|
)
|
|||
Stock option expense, net of tax
|
|
$
|
1,042
|
|
|
$
|
1,274
|
|
|
$
|
1,198
|
|
Restricted Stock:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
2,416
|
|
|
$
|
2,563
|
|
|
$
|
2,375
|
|
Tax benefit
|
|
(918
|
)
|
|
(982
|
)
|
|
(926
|
)
|
|||
Restricted stock expense, net of tax
|
|
$
|
1,498
|
|
|
$
|
1,581
|
|
|
$
|
1,449
|
|
Deferred Stock:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
339
|
|
|
$
|
685
|
|
|
$
|
475
|
|
Tax benefit
|
|
(129
|
)
|
|
(252
|
)
|
|
(185
|
)
|
|||
Deferred stock expense, net of tax
|
|
$
|
210
|
|
|
$
|
433
|
|
|
$
|
290
|
|
Performance Shares:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
1,792
|
|
|
$
|
1,861
|
|
|
$
|
1,700
|
|
Tax benefit
|
|
(681
|
)
|
|
(713
|
)
|
|
(664
|
)
|
|||
Performance Share expense, net of tax
|
|
$
|
1,111
|
|
|
$
|
1,148
|
|
|
$
|
1,036
|
|
Total Stock-Based Compensation:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
6,227
|
|
|
$
|
7,174
|
|
|
$
|
6,514
|
|
Tax benefit
|
|
(2,366
|
)
|
|
(2,738
|
)
|
|
(2,541
|
)
|
|||
Total stock-based compensation, net of tax
|
|
$
|
3,861
|
|
|
$
|
4,436
|
|
|
$
|
3,973
|
|
|
|
|
|
|
|
Contract
|
|
Notional Amount
|
||||||
|
|
|
|
June 28, 2015
|
|
June 29, 2014
|
||
Interest Rate:
|
|
|
|
|
|
|
||
LIBOR Interest Rate (U.S. Dollars)
|
|
Fixed
|
|
95,000
|
|
|
95,000
|
|
Foreign Currency:
|
|
|
|
|
|
|
||
Australian Dollar
|
|
Sell
|
|
29,473
|
|
|
19,904
|
|
Brazilian Real
|
|
Sell
|
|
22,443
|
|
|
—
|
|
Canadian Dollar
|
|
Sell
|
9,326
|
|
|
3,100
|
|
|
Chinese Renminbi
|
|
Buy
|
|
259,350
|
|
|
—
|
|
Euro
|
|
Sell
|
|
62,740
|
|
|
49,300
|
|
Japanese Yen
|
|
Buy
|
|
711,000
|
|
|
530,000
|
|
Mexican Peso
|
|
Sell
|
|
—
|
|
|
3,000
|
|
Commodity:
|
|
|
|
|
|
|
||
Natural Gas (Therms)
|
|
Buy
|
|
11,324
|
|
|
5,686
|
|
|
|
|
|
|
|
Balance Sheet Location
|
|
Asset (Liability) Fair Value
|
||||||
|
|
June 28, 2015
|
|
June 29, 2014
|
||||
Interest rate contracts:
|
|
|
|
|
||||
Other Long-Term Assets, Net
|
|
$
|
—
|
|
|
$
|
43
|
|
Other Long-Term Liabilities
|
|
(1,034
|
)
|
|
(1,209
|
)
|
||
Foreign currency contracts:
|
|
|
|
|
||||
Other Current Assets
|
|
4,417
|
|
|
337
|
|
||
Other Long-Term Assets, Net
|
|
276
|
|
|
12
|
|
||
Accrued Liabilities
|
|
(1,041
|
)
|
|
(665
|
)
|
||
Other Long-Term Liabilities
|
|
(43
|
)
|
|
(9
|
)
|
||
Commodity contracts:
|
|
|
|
|
||||
Other Current Assets
|
|
—
|
|
|
39
|
|
||
Accrued Liabilities
|
|
(493
|
)
|
|
(35
|
)
|
||
Other Long-Term Liabilities
|
|
(134
|
)
|
|
(14
|
)
|
||
|
|
$
|
1,948
|
|
|
$
|
(1,501
|
)
|
|
|
Twelve months ended June 28, 2015
|
||||||||||||
|
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)
|
|
Classification of Gain (Loss)
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
|
Recognized in Earnings (Ineffective Portion)
|
||||||
Interest rate contracts
|
|
$
|
79
|
|
|
Net Sales
|
|
$
|
(1,222
|
)
|
|
$
|
—
|
|
Foreign currency contracts – sell
|
|
2,086
|
|
|
Net Sales
|
|
12,353
|
|
|
—
|
|
|||
Foreign currency contracts – buy
|
|
228
|
|
|
Cost of Goods Sold
|
|
(1,003
|
)
|
|
—
|
|
|||
Commodity contracts
|
|
(97
|
)
|
|
Cost of Goods Sold
|
|
(521
|
)
|
|
—
|
|
|||
|
|
$
|
2,296
|
|
|
|
|
$
|
9,607
|
|
|
$
|
—
|
|
|
|
Twelve months ended June 29, 2014
|
||||||||||||
|
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)
|
|
Classification of Gain (Loss)
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
|
Recognized in Earnings (Ineffective Portion)
|
||||||
Interest rate contracts
|
|
$
|
(254
|
)
|
|
Net Sales
|
|
$
|
(1,209
|
)
|
|
$
|
—
|
|
Foreign currency contracts – sell
|
|
(717
|
)
|
|
Net Sales
|
|
(1,024
|
)
|
|
—
|
|
|||
Foreign currency contracts – buy
|
|
182
|
|
|
Cost of Goods Sold
|
|
(1,109
|
)
|
|
—
|
|
|||
Commodity contracts
|
|
3,378
|
|
|
Cost of Goods Sold
|
|
(5,630
|
)
|
|
—
|
|
|||
|
|
$
|
2,589
|
|
|
|
|
$
|
(8,972
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Twelve months ended June 30, 2013
|
||||||||||||
|
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)
|
|
Classification of Gain (Loss)
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
|
Recognized in Earnings (Ineffective Portion)
|
||||||
Interest rate 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
|
)
|
|
$
|
—
|
|
Hedge
|
|
In Thousands
|
|
|
|
|
||||||||||||
|
|
Notional
Value
|
|
Contract
Value
|
|
Fair Value
|
|
(Gain) Loss
at Fair Value
|
|
Conversion
Currency
|
|
Latest
Expiration Date
|
||||||
Currency
|
|
Contract
|
|
|||||||||||||||
Australian Dollar
|
|
Sell
|
|
29,473
|
|
|
22,966
|
|
|
22,329
|
|
|
(637
|
)
|
|
U.S.
|
|
August 2016
|
Brazilian Real
|
|
Sell
|
|
22,443
|
|
|
7,280
|
|
|
7,470
|
|
|
(190
|
)
|
|
U.S.
|
|
February 2016
|
Canadian Dollar
|
|
Sell
|
|
9,326
|
|
|
7,599
|
|
|
7,558
|
|
|
(41
|
)
|
|
U.S.
|
|
February 2016
|
Chinese Renminbi
|
|
Buy
|
|
259,350
|
|
|
40,523
|
|
|
41,127
|
|
|
(604
|
)
|
|
U.S.
|
|
November 2016
|
Euro
|
|
Sell
|
|
62,740
|
|
|
72,697
|
|
|
70,338
|
|
|
(2,359
|
)
|
|
U.S.
|
|
September 2016
|
Japanese Yen
|
|
Buy
|
|
711,000
|
|
|
5,984
|
|
|
5,762
|
|
|
222
|
|
|
U.S.
|
|
August 2016
|
|
|
|
|
|
|
Hedge
|
|
In Thousands
|
|
|
|
|
||||||||||||
|
|
Notional
Value
|
|
Contract
Value
|
|
Fair Value
|
|
(Gain) Loss
at Fair Value
|
|
Conversion
Currency
|
|
Latest
Expiration Date
|
||||||
Currency
|
|
Contract
|
|
|||||||||||||||
Australian Dollar
|
|
Sell
|
|
19,904
|
|
|
18,115
|
|
|
18,586
|
|
|
471
|
|
|
U.S.
|
|
June 2015
|
Canadian Dollar
|
|
Sell
|
|
3,100
|
|
|
2,859
|
|
|
2,899
|
|
|
40
|
|
|
U.S.
|
|
April 2015
|
Euro
|
|
Sell
|
|
49,300
|
|
|
67,529
|
|
|
67,379
|
|
|
(149
|
)
|
|
U.S.
|
|
December 2015
|
Japanese Yen
|
|
Buy
|
|
530,000
|
|
|
5,192
|
|
|
5,229
|
|
|
(37
|
)
|
|
U.S.
|
|
January 2015
|
Mexican Peso
|
|
Sell
|
|
3,000
|
|
|
231
|
|
|
231
|
|
|
—
|
|
|
U.S.
|
|
July 2014
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
Actuarial Assumptions:
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Discounted Rate Used to Determine Present Value of Projected Benefit Obligation
|
|
4.55
|
%
|
|
4.40
|
%
|
|
4.20
|
%
|
|
3.95
|
%
|
||||
Expected Rate of Future Compensation Level Increases
|
|
n/a
|
|
|
3.0-4.0%
|
|
|
n/a
|
|
|
n/a
|
|
||||
Expected Long-Term Rate of Return on Plan Assets
|
|
7.50
|
%
|
|
8.00
|
%
|
|
n/a
|
|
|
n/a
|
|
||||
Change in Benefit Obligations:
|
|
|
|
|
|
|
|
|
||||||||
Projected Benefit Obligation at Beginning of Year
|
|
$
|
1,173,147
|
|
|
$
|
1,115,855
|
|
|
$
|
96,457
|
|
|
$
|
111,506
|
|
Service Cost
|
|
3,432
|
|
|
7,645
|
|
|
295
|
|
|
333
|
|
||||
Interest Cost
|
|
49,782
|
|
|
53,743
|
|
|
3,568
|
|
|
4,566
|
|
||||
Plan Participant Contributions
|
|
—
|
|
|
—
|
|
|
1,510
|
|
|
1,513
|
|
||||
Actuarial (Gain) Loss
|
|
35,287
|
|
|
71,288
|
|
|
(5,961
|
)
|
|
(5,447
|
)
|
||||
Benefits Paid
|
|
(74,871
|
)
|
|
(75,384
|
)
|
|
(14,579
|
)
|
|
(16,014
|
)
|
||||
Projected Benefit Obligation at End of Year
|
|
$
|
1,186,777
|
|
|
$
|
1,173,147
|
|
|
$
|
81,290
|
|
|
$
|
96,457
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair Value of Plan Assets at Beginning of Year
|
|
$
|
1,043,466
|
|
|
$
|
962,633
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual Return on Plan Assets
|
|
3,317
|
|
|
153,306
|
|
|
—
|
|
|
—
|
|
||||
Plan Participant Contributions
|
|
—
|
|
|
—
|
|
|
1,510
|
|
|
1,512
|
|
||||
Employer Contributions
|
|
3,014
|
|
|
2,911
|
|
|
13,069
|
|
|
14,502
|
|
||||
Benefits Paid
|
|
(74,871
|
)
|
|
(75,384
|
)
|
|
(14,579
|
)
|
|
(16,014
|
)
|
||||
Fair Value of Plan Assets at End of Year
|
|
$
|
974,926
|
|
|
$
|
1,043,466
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status:
|
|
|
|
|
|
|
|
|
||||||||
Plan Assets (Less Than) in Excess of Projected Benefit Obligation
|
|
$
|
(211,851
|
)
|
|
$
|
(129,681
|
)
|
|
$
|
(81,290
|
)
|
|
$
|
(96,457
|
)
|
Amounts Recognized on the Balance Sheets:
|
|
|
|
|
|
|
|
|
||||||||
Accrued Pension Cost
|
|
$
|
(208,623
|
)
|
|
$
|
(126,529
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued Wages and Salaries
|
|
(3,228
|
)
|
|
(3,152
|
)
|
|
—
|
|
|
—
|
|
||||
Accrued Postretirement Health Care Obligation
|
|
—
|
|
|
—
|
|
|
(47,545
|
)
|
|
(59,290
|
)
|
||||
Accrued Liabilities
|
|
—
|
|
|
—
|
|
|
(12,025
|
)
|
|
(13,624
|
)
|
||||
Accrued Employee Benefits
|
|
—
|
|
|
—
|
|
|
(21,720
|
)
|
|
(23,543
|
)
|
||||
Net Amount Recognized at End of Year
|
|
$
|
(211,851
|
)
|
|
$
|
(129,681
|
)
|
|
$
|
(81,290
|
)
|
|
$
|
(96,457
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
|
|
||||||||
Net Actuarial Loss
|
|
$
|
(249,279
|
)
|
|
$
|
(190,756
|
)
|
|
$
|
(15,468
|
)
|
|
$
|
(21,962
|
)
|
Prior Service Credit (Cost)
|
|
(443
|
)
|
|
(550
|
)
|
|
4,487
|
|
|
6,243
|
|
||||
Net Amount Recognized at End of Year
|
|
$
|
(249,722
|
)
|
|
$
|
(191,306
|
)
|
|
$
|
(10,981
|
)
|
|
$
|
(15,719
|
)
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||
Components of Net Periodic (Income) Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service Cost-Benefits Earned During the Year
|
|
$
|
3,432
|
|
|
$
|
7,645
|
|
|
$
|
13,222
|
|
|
$
|
295
|
|
|
$
|
333
|
|
|
$
|
358
|
|
Interest Cost on Projected Benefit Obligation
|
|
49,782
|
|
|
53,743
|
|
|
50,154
|
|
|
3,568
|
|
|
4,565
|
|
|
4,754
|
|
||||||
Expected Return on Plan Assets
|
|
(74,638
|
)
|
|
(74,152
|
)
|
|
(75,832
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Transition Obligation
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Prior Service Cost (Credit)
|
|
180
|
|
|
180
|
|
|
366
|
|
|
(2,758
|
)
|
|
(2,895
|
)
|
|
(3,589
|
)
|
||||||
Actuarial Loss
|
|
13,262
|
|
|
25,105
|
|
|
34,821
|
|
|
4,316
|
|
|
5,527
|
|
|
7,624
|
|
||||||
Net Curtailment Loss
|
|
—
|
|
|
—
|
|
|
1,914
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net Periodic Expense (Income)
|
|
$
|
(7,982
|
)
|
|
$
|
12,521
|
|
|
$
|
24,652
|
|
|
$
|
5,421
|
|
|
$
|
7,530
|
|
|
$
|
9,147
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
Discount Rate
|
|
4.40%
|
|
5.00%
|
|
4.45%
|
|
3.95%
|
|
4.40%
|
|
3.75%
|
Expected Return on Plan Assets
|
|
8.00%
|
|
8.25%
|
|
8.50%
|
|
n/a
|
|
n/a
|
|
n/a
|
Compensation Increase Rate
|
|
n/a
|
|
3.0-4.0%
|
|
3.0-4.0%
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|
Pension
Plans
|
|
Other
Postretirement
Plans
|
||||
Prior Service Cost (Credit)
|
|
$
|
180
|
|
|
$
|
(2,659
|
)
|
Net Actuarial Loss
|
|
12,689
|
|
|
3,018
|
|
|
|
|
|
|
|
|
|
|
|
Plan Assets at Year-end
|
||
Asset Category
|
|
Target %
|
|
2015
|
|
2014
|
Domestic Equities
|
|
20%-28%
|
|
22%
|
|
20%
|
International Equities
|
|
7%-17%
|
|
13%
|
|
10%
|
Alternative & Absolute Return
|
|
0%-15%
|
|
12%
|
|
16%
|
Fixed Income
|
|
48%-52%
|
|
50%
|
|
52%
|
Cash Equivalents
|
|
0%-2%
|
|
3%
|
|
2%
|
|
|
|
|
100%
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
June 28, 2015
|
||||||||||||||
Category
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Short-Term Investments:
|
|
|
|
$
|
28,378
|
|
|
$
|
28,378
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed Income Securities:
|
|
|
|
481,576
|
|
|
—
|
|
|
481,576
|
|
|
—
|
|
||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. common stocks
|
|
|
|
216,131
|
|
|
216,131
|
|
|
—
|
|
|
—
|
|
||||
International mutual funds
|
|
|
|
127,423
|
|
|
127,423
|
|
|
—
|
|
|
—
|
|
||||
Other Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Venture capital funds
|
|
(A) (E)
|
|
47,289
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Debt funds
|
|
(B) (E)
|
|
14,042
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real estate funds
|
|
(C) (E)
|
|
6,104
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Private equity funds
|
|
(D) (E)
|
|
53,983
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair Value of Plan Assets at End of Year
|
|
|
|
$
|
974,926
|
|
|
$
|
371,932
|
|
|
$
|
481,576
|
|
|
$
|
—
|
|
|
|
|
|
June 29, 2014
|
||||||||||||||
Category
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Short-Term Investments:
|
|
|
|
$
|
21,534
|
|
|
$
|
21,534
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed Income Securities:
|
|
|
|
542,381
|
|
|
—
|
|
|
542,381
|
|
|
—
|
|
||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. common stocks
|
|
|
|
204,578
|
|
|
204,578
|
|
|
—
|
|
|
—
|
|
||||
International mutual funds
|
|
|
|
106,990
|
|
|
106,990
|
|
|
—
|
|
|
—
|
|
||||
Other Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Venture capital funds
|
|
(A) (E)
|
|
82,776
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Debt funds
|
|
(B) (E)
|
|
19,907
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real estate funds
|
|
(C) (E)
|
|
10,445
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Private equity funds
|
|
(D) (E)
|
|
54,855
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair Value of Plan Assets at End of Year
|
|
|
|
$
|
1,043,466
|
|
|
$
|
333,102
|
|
|
$
|
542,381
|
|
|
$
|
—
|
|
(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)
|
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position.
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
Year Ending
|
|
Qualified
|
|
Non-Qualified
|
|
Retiree
Medical
|
|
Retiree Life
|
||||||||
2016
|
|
$
|
75,279
|
|
|
$
|
3,228
|
|
|
$
|
10,681
|
|
|
$
|
1,343
|
|
2017
|
|
75,616
|
|
|
3,270
|
|
|
8,557
|
|
|
1,364
|
|
||||
2018
|
|
75,663
|
|
|
3,293
|
|
|
7,865
|
|
|
1,382
|
|
||||
2019
|
|
76,055
|
|
|
3,443
|
|
|
6,641
|
|
|
1,399
|
|
||||
2020
|
|
76,416
|
|
|
3,455
|
|
|
5,622
|
|
|
1,412
|
|
||||
2021-2025
|
|
372,900
|
|
|
18,162
|
|
|
17,122
|
|
|
7,134
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Products Segment
|
|
Termination Benefits
|
|
Other Costs
|
|
Total
|
||||||
Reserve Balance at June 29, 2014
|
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
105
|
|
Provisions
|
|
5,215
|
|
|
22,073
|
|
|
27,288
|
|
|||
Cash Expenditures
|
|
(3,108
|
)
|
|
(10,921
|
)
|
|
(14,029
|
)
|
|||
Other Adjustments (1)
|
|
—
|
|
|
(11,257
|
)
|
|
(11,257
|
)
|
|||
Reserve Balance at June 28, 2015
|
|
$
|
2,107
|
|
|
$
|
—
|
|
|
$
|
2,107
|
|
|
|
June 28, 2015
Carrying
Amount
|
|
Maximum
Guarantee
|
||||
6.875% Senior Notes
|
|
$
|
225,000
|
|
|
$
|
225,000
|
|
Multicurrency Credit Agreement
|
|
$
|
—
|
|
|
$
|
500,000
|
|
|
|
|
|
|
|
CONSOLIDATING BALANCE SHEET:
As of June 28, 2015
|
|
Briggs & Stratton
Corporation
|
|
Guarantor
Subsidiary
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
|
$
|
45,395
|
|
|
$
|
17,237
|
|
|
$
|
55,758
|
|
|
$
|
—
|
|
|
$
|
118,390
|
|
Accounts Receivable, Net
|
|
99,852
|
|
|
72,859
|
|
|
43,130
|
|
|
—
|
|
|
215,841
|
|
|||||
Intercompany Accounts Receivable
|
|
21,697
|
|
|
8,060
|
|
|
40,772
|
|
|
(70,529
|
)
|
|
—
|
|
|||||
Inventories, Net
|
|
161,343
|
|
|
125,698
|
|
|
91,647
|
|
|
—
|
|
|
378,688
|
|
|||||
Deferred Tax Asset
|
|
30,692
|
|
|
13,187
|
|
|
1,992
|
|
|
—
|
|
|
45,871
|
|
|||||
Prepaid Expenses and Other
|
|
23,580
|
|
|
19,916
|
|
|
7,031
|
|
|
(14,074
|
)
|
|
36,453
|
|
|||||
Total Current Assets
|
|
$
|
382,559
|
|
|
$
|
256,957
|
|
|
$
|
240,330
|
|
|
$
|
(84,603
|
)
|
|
$
|
795,243
|
|
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
$
|
128,300
|
|
|
$
|
—
|
|
|
$
|
37,222
|
|
|
$
|
—
|
|
|
$
|
165,522
|
|
Investments
|
|
30,779
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,779
|
|
|||||
Investments in Subsidiaries
|
|
537,799
|
|
|
—
|
|
|
—
|
|
|
(537,799
|
)
|
|
—
|
|
|||||
Intercompany Note Receivable
|
|
36,448
|
|
|
89,186
|
|
|
26,722
|
|
|
(152,356
|
)
|
|
—
|
|
|||||
Debt Issuance Costs, Net
|
|
3,714
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,714
|
|
|||||
Other Intangible Assets, Net
|
|
—
|
|
|
54,706
|
|
|
56,574
|
|
|
—
|
|
|
111,280
|
|
|||||
Long-Term Deferred Tax Asset
|
|
54,622
|
|
|
—
|
|
|
133
|
|
|
(32,303
|
)
|
|
22,452
|
|
|||||
Other Long-Term Assets, Net
|
|
8,800
|
|
|
4,999
|
|
|
1,335
|
|
|
—
|
|
|
15,134
|
|
|||||
Total Other Assets
|
|
$
|
800,462
|
|
|
$
|
148,891
|
|
|
$
|
121,986
|
|
|
$
|
(722,458
|
)
|
|
$
|
348,881
|
|
PLANT AND EQUIPMENT, NET
|
|
260,843
|
|
|
24,314
|
|
|
29,681
|
|
|
—
|
|
|
314,838
|
|
|||||
TOTAL ASSETS
|
|
$
|
1,443,864
|
|
|
$
|
430,162
|
|
|
$
|
391,997
|
|
|
$
|
(807,061
|
)
|
|
$
|
1,458,962
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
|
116,972
|
|
|
38,672
|
|
|
27,032
|
|
|
—
|
|
|
182,676
|
|
|||||
Intercompany Accounts Payable
|
|
33,898
|
|
|
6,945
|
|
|
29,686
|
|
|
(70,529
|
)
|
|
—
|
|
|||||
Accrued Liabilities
|
|
90,168
|
|
|
51,851
|
|
|
24,495
|
|
|
(14,074
|
)
|
|
152,440
|
|
|||||
Total Current Liabilities
|
|
$
|
241,038
|
|
|
$
|
97,468
|
|
|
$
|
81,213
|
|
|
$
|
(84,603
|
)
|
|
$
|
335,116
|
|
OTHER LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued Pension Cost
|
|
207,745
|
|
|
367
|
|
|
511
|
|
|
—
|
|
|
208,623
|
|
|||||
Accrued Employee Benefits
|
|
23,298
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,298
|
|
|||||
Accrued Postretirement Health Care Obligation
|
|
32,405
|
|
|
15,140
|
|
|
—
|
|
|
—
|
|
|
47,545
|
|
|||||
Accrued Warranty
|
|
12,300
|
|
|
6,127
|
|
|
—
|
|
|
—
|
|
|
18,427
|
|
|||||
Intercompany Note Payable
|
|
104,676
|
|
|
—
|
|
|
47,680
|
|
|
(152,356
|
)
|
|
—
|
|
|||||
Deferred Tax Liabilities
|
|
—
|
|
|
15,483
|
|
|
17,043
|
|
|
(32,303
|
)
|
|
223
|
|
|||||
Other Long-Term Liabilities
|
|
23,152
|
|
|
2,384
|
|
|
944
|
|
|
|
|
|
26,480
|
|
|||||
Long-Term Debt
|
|
225,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225,000
|
|
|||||
Total Other Liabilities
|
|
$
|
628,576
|
|
|
$
|
39,501
|
|
|
$
|
66,178
|
|
|
$
|
(184,659
|
)
|
|
$
|
549,596
|
|
TOTAL SHAREHOLDERS’ INVESTMENT:
|
|
574,250
|
|
|
293,193
|
|
|
244,606
|
|
|
(537,799
|
)
|
|
574,250
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT
|
|
$
|
1,443,864
|
|
|
$
|
430,162
|
|
|
$
|
391,997
|
|
|
$
|
(807,061
|
)
|
|
$
|
1,458,962
|
|
|
|
|
|
|
|
CONSOLIDATING BALANCE SHEET:
As of June 29, 2014
|
|
Briggs & Stratton
Corporation
|
|
Guarantor
Subsidiary
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and Cash Equivalents
|
|
$
|
138,926
|
|
|
$
|
2,680
|
|
|
$
|
53,062
|
|
|
$
|
—
|
|
|
$
|
194,668
|
|
Accounts Receivable, Net
|
|
86,099
|
|
|
100,062
|
|
|
34,429
|
|
|
—
|
|
|
220,590
|
|
|||||
Intercompany Accounts Receivable
|
|
15,987
|
|
|
3,492
|
|
|
32,826
|
|
|
(52,305
|
)
|
|
—
|
|
|||||
Inventories, Net
|
|
165,159
|
|
|
146,749
|
|
|
64,195
|
|
|
—
|
|
|
376,103
|
|
|||||
Deferred Tax Asset
|
|
33,343
|
|
|
13,904
|
|
|
1,711
|
|
|
—
|
|
|
48,958
|
|
|||||
Prepaid Expenses and Other
|
|
17,436
|
|
|
3,508
|
|
|
9,072
|
|
|
—
|
|
|
30,016
|
|
|||||
Total Current Assets
|
|
$
|
456,950
|
|
|
$
|
270,395
|
|
|
$
|
195,295
|
|
|
$
|
(52,305
|
)
|
|
$
|
870,335
|
|
OTHER ASSETS:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
$
|
128,300
|
|
|
$
|
—
|
|
|
$
|
16,222
|
|
|
$
|
—
|
|
|
$
|
144,522
|
|
Investments
|
|
27,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,137
|
|
|||||
Investments in Subsidiaries
|
|
470,391
|
|
|
—
|
|
|
—
|
|
|
(470,391
|
)
|
|
—
|
|
|||||
Intercompany Note Receivable
|
|
49,293
|
|
|
84,567
|
|
|
13,876
|
|
|
(147,736
|
)
|
|
—
|
|
|||||
Debt Issuance Costs, Net
|
|
4,671
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,671
|
|
|||||
Other Intangible Assets, Net
|
|
—
|
|
|
55,909
|
|
|
24,408
|
|
|
—
|
|
|
80,317
|
|
|||||
Long-Term Deferred Tax Asset
|
|
32,507
|
|
|
—
|
|
|
677
|
|
|
(18,006
|
)
|
|
15,178
|
|
|||||
Other Long-Term Assets, Net
|
|
7,120
|
|
|
2,088
|
|
|
1,331
|
|
|
—
|
|
|
10,539
|
|
|||||
Total Other Assets
|
|
$
|
719,419
|
|
|
$
|
142,564
|
|
|
$
|
56,514
|
|
|
$
|
(636,133
|
)
|
|
$
|
282,364
|
|
PLANT AND EQUIPMENT, NET
|
|
241,166
|
|
|
39,863
|
|
|
15,978
|
|
|
—
|
|
|
297,007
|
|
|||||
TOTAL ASSETS
|
|
$
|
1,417,535
|
|
|
$
|
452,822
|
|
|
$
|
267,787
|
|
|
$
|
(688,438
|
)
|
|
$
|
1,449,706
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts Payable
|
|
105,532
|
|
|
45,171
|
|
|
18,568
|
|
|
—
|
|
|
169,271
|
|
|||||
Intercompany Accounts Payable
|
|
21,859
|
|
|
6,002
|
|
|
24,444
|
|
|
(52,305
|
)
|
|
—
|
|
|||||
Accrued Liabilities
|
|
85,735
|
|
|
31,863
|
|
|
16,318
|
|
|
—
|
|
|
133,916
|
|
|||||
Total Current Liabilities
|
|
$
|
213,126
|
|
|
$
|
83,036
|
|
|
$
|
59,330
|
|
|
$
|
(52,305
|
)
|
|
$
|
303,187
|
|
OTHER LIABILITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accrued Pension Cost
|
|
125,481
|
|
|
421
|
|
|
627
|
|
|
—
|
|
|
126,529
|
|
|||||
Accrued Employee Benefits
|
|
24,491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,491
|
|
|||||
Accrued Postretirement Health Care Obligation
|
|
44,928
|
|
|
14,362
|
|
|
—
|
|
|
—
|
|
|
59,290
|
|
|||||
Accrued Warranty
|
|
9,300
|
|
|
8,378
|
|
|
—
|
|
|
—
|
|
|
17,678
|
|
|||||
Intercompany Note Payable
|
|
85,343
|
|
|
—
|
|
|
62,393
|
|
|
(147,736
|
)
|
|
—
|
|
|||||
Deferred Tax Liabilities
|
|
—
|
|
|
18,006
|
|
|
—
|
|
|
(18,006
|
)
|
|
—
|
|
|||||
Other Long-Term Liabilities
|
|
17,432
|
|
|
2,659
|
|
|
1,006
|
|
|
—
|
|
|
21,097
|
|
|||||
Long-Term Debt
|
|
225,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
225,000
|
|
|||||
Total Other Liabilities
|
|
$
|
531,975
|
|
|
$
|
43,826
|
|
|
$
|
64,026
|
|
|
$
|
(165,742
|
)
|
|
$
|
474,085
|
|
TOTAL SHAREHOLDERS’ INVESTMENT:
|
|
672,434
|
|
|
325,960
|
|
|
144,431
|
|
|
(470,391
|
)
|
|
672,434
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT
|
|
$
|
1,417,535
|
|
|
$
|
452,822
|
|
|
$
|
267,787
|
|
|
$
|
(688,438
|
)
|
|
$
|
1,449,706
|
|
|
|
|
|
|
|
CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
For the Fiscal Year Ended June 28, 2015
|
|
Briggs & Stratton
Corporation
|
|
Guarantor
Subsidiary
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
Net Sales
|
|
$
|
1,160,651
|
|
|
$
|
581,919
|
|
|
$
|
372,231
|
|
|
$
|
(220,051
|
)
|
|
$
|
1,894,750
|
|
Cost of Goods Sold
|
|
919,128
|
|
|
521,925
|
|
|
290,361
|
|
|
(220,051
|
)
|
|
1,511,363
|
|
|||||
Restructuring Charges
|
|
—
|
|
|
24,288
|
|
|
—
|
|
|
—
|
|
|
24,288
|
|
|||||
Gross Profit
|
|
241,523
|
|
|
35,706
|
|
|
81,870
|
|
|
—
|
|
|
359,099
|
|
|||||
Engineering, Selling, General and Administrative Expenses
|
|
161,160
|
|
|
72,723
|
|
|
56,033
|
|
|
—
|
|
|
289,916
|
|
|||||
Restructuring Charges
|
|
—
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|||||
Equity in Loss from Subsidiaries
|
|
2,267
|
|
|
—
|
|
|
—
|
|
|
(2,267
|
)
|
|
—
|
|
|||||
Income (Loss) from Operations
|
|
78,096
|
|
|
(40,017
|
)
|
|
25,837
|
|
|
2,267
|
|
|
66,183
|
|
|||||
Interest Expense
|
|
(19,218
|
)
|
|
(310
|
)
|
|
(4
|
)
|
|
—
|
|
|
(19,532
|
)
|
|||||
Other Income, Net
|
|
6,760
|
|
|
1,711
|
|
|
1,836
|
|
|
—
|
|
|
10,307
|
|
|||||
Income (Loss) Before Provision for Income Taxes
|
|
65,638
|
|
|
(38,616
|
)
|
|
27,669
|
|
|
2,267
|
|
|
56,958
|
|
|||||
Provision (Credit) for Income Taxes
|
|
19,951
|
|
|
(14,074
|
)
|
|
5,394
|
|
|
—
|
|
|
11,271
|
|
|||||
Net Income (Loss)
|
|
$
|
45,687
|
|
|
$
|
(24,542
|
)
|
|
$
|
22,275
|
|
|
$
|
2,267
|
|
|
$
|
45,687
|
|
Comprehensive Income (Loss)
|
|
$
|
(38,166
|
)
|
|
$
|
(25,647
|
)
|
|
$
|
4,500
|
|
|
$
|
21,147
|
|
|
$
|
(38,166
|
)
|
For the Fiscal Year Ended June 29, 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Sales
|
|
$
|
1,156,394
|
|
|
$
|
599,013
|
|
|
$
|
304,160
|
|
|
$
|
(200,507
|
)
|
|
$
|
1,859,060
|
|
Cost of Goods Sold
|
|
928,557
|
|
|
544,313
|
|
|
234,073
|
|
|
(200,507
|
)
|
|
1,506,436
|
|
|||||
Restructuring Charges
|
|
3,830
|
|
|
228
|
|
|
1,783
|
|
|
—
|
|
|
5,841
|
|
|||||
Gross Profit
|
|
224,007
|
|
|
54,472
|
|
|
68,304
|
|
|
—
|
|
|
346,783
|
|
|||||
Engineering, Selling, General and Administrative Expenses
|
|
163,594
|
|
|
76,021
|
|
|
51,752
|
|
|
—
|
|
|
291,367
|
|
|||||
Restructuring Charges
|
|
77
|
|
|
67
|
|
|
554
|
|
|
—
|
|
|
698
|
|
|||||
Goodwill Impairment
|
|
—
|
|
|
—
|
|
|
2,960
|
|
|
—
|
|
|
2,960
|
|
|||||
Tradename Impairment
|
|
—
|
|
|
5,500
|
|
|
—
|
|
|
—
|
|
|
5,500
|
|
|||||
Equity in Loss from Subsidiaries
|
|
5,622
|
|
|
—
|
|
|
—
|
|
|
(5,622
|
)
|
|
—
|
|
|||||
Income (Loss) from Operations
|
|
54,714
|
|
|
(27,116
|
)
|
|
13,038
|
|
|
5,622
|
|
|
46,258
|
|
|||||
Interest Expense
|
|
(18,431
|
)
|
|
(6
|
)
|
|
(29
|
)
|
|
—
|
|
|
(18,466
|
)
|
|||||
Other Income, Net
|
|
8,251
|
|
|
152
|
|
|
939
|
|
|
—
|
|
|
9,342
|
|
|||||
Income (Loss) Before Provision for Income Taxes
|
|
44,534
|
|
|
(26,970
|
)
|
|
13,948
|
|
|
5,622
|
|
|
37,134
|
|
|||||
Provision (Credit) for Income Taxes
|
|
16,187
|
|
|
(9,889
|
)
|
|
2,489
|
|
|
—
|
|
|
8,787
|
|
|||||
Net Income (Loss)
|
|
$
|
28,347
|
|
|
$
|
(17,081
|
)
|
|
$
|
11,459
|
|
|
$
|
5,622
|
|
|
$
|
28,347
|
|
Comprehensive Income (Loss)
|
|
$
|
58,018
|
|
|
$
|
(16,836
|
)
|
|
$
|
12,832
|
|
|
$
|
4,004
|
|
|
$
|
58,018
|
|
For the Fiscal Year Ended June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
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 Impairment
|
|
—
|
|
|
64,544
|
|
|
6,766
|
|
|
—
|
|
|
71,310
|
|
|||||
Tradename Impairment
|
|
—
|
|
|
18,770
|
|
|
—
|
|
|
—
|
|
|
18,770
|
|
|||||
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
|
|
|
|
|
|
|
|
CONSOLIDATING STATEMENT
OF CASH FLOWS:
For the Fiscal Year Ended June 28, 2015
|
|
Briggs & Stratton
Corporation
|
|
Guarantor
Subsidiary
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Cash Provided by (Used in)Operating Activities
|
|
$
|
97,780
|
|
|
$
|
24,453
|
|
|
$
|
27,343
|
|
|
$
|
(1,480
|
)
|
|
$
|
148,096
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to Plant and Equipment
|
|
(56,067
|
)
|
|
(7,183
|
)
|
|
(8,460
|
)
|
|
—
|
|
|
(71,710
|
)
|
|||||
Cash Paid for Acquisitions, Net of Cash Acquired
|
|
(88,144
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(88,144
|
)
|
|||||
Proceeds Received on Disposition of Plant and Equipment
|
|
90
|
|
|
1,930
|
|
|
97
|
|
|
—
|
|
|
2,117
|
|
|||||
Cash Investment in Subsidiary
|
|
(11,077
|
)
|
|
—
|
|
|
—
|
|
|
11,077
|
|
|
—
|
|
|||||
Net Borrowings (Repayments) on Loans, Revolver, Notes Payable and Long-Term Debt
|
|
28,615
|
|
|
—
|
|
|
—
|
|
|
(28,615
|
)
|
|
—
|
|
|||||
Other, Net
|
|
(250
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(250
|
)
|
|||||
Net Cash Used in Investing Activities
|
|
(126,833
|
)
|
|
(5,253
|
)
|
|
(8,363
|
)
|
|
(17,538
|
)
|
|
(157,987
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Borrowings (Repayments) on Loans, Revolver, Notes Payable and Long-Term Debt
|
|
—
|
|
|
(4,643
|
)
|
|
(23,972
|
)
|
|
28,615
|
|
|
—
|
|
|||||
Cash Dividends Paid
|
|
(22,559
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,559
|
)
|
|||||
Stock Option Exercise Proceeds and Tax Benefits
|
|
5,126
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,126
|
|
|||||
Cash Investment from Parent
|
|
—
|
|
|
—
|
|
|
9,597
|
|
|
(9,597
|
)
|
|
—
|
|
|||||
Treasury Stock Repurchases
|
|
(47,045
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,045
|
)
|
|||||
Net Cash Provided by (Used in) Financing Activities
|
|
(64,478
|
)
|
|
(4,643
|
)
|
|
(14,375
|
)
|
|
19,018
|
|
|
(64,478
|
)
|
|||||
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
—
|
|
|
—
|
|
|
(1,909
|
)
|
|
—
|
|
|
(1,909
|
)
|
|||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(93,531
|
)
|
|
14,557
|
|
|
2,696
|
|
|
—
|
|
|
(76,278
|
)
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
|
138,926
|
|
|
2,680
|
|
|
53,062
|
|
|
—
|
|
|
194,668
|
|
|||||
Cash and Cash Equivalents, End of Year
|
|
$
|
45,395
|
|
|
$
|
17,237
|
|
|
$
|
55,758
|
|
|
$
|
—
|
|
|
$
|
118,390
|
|
|
|
|
|
|
|
CONSOLIDATING STATEMENT
OF CASH FLOWS:
For the Fiscal Year Ended June 29, 2014
|
|
Briggs & Stratton Corporation
|
|
Guarantor
Subsidiary
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Cash Provided by Operating Activities
|
|
$
|
77,161
|
|
|
$
|
6,816
|
|
|
$
|
43,102
|
|
|
$
|
—
|
|
|
$
|
127,079
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Additions to Plant and Equipment
|
|
(55,775
|
)
|
|
(2,718
|
)
|
|
(1,878
|
)
|
|
—
|
|
|
(60,371
|
)
|
|||||
Proceeds Received on Disposition of Plant and Equipment
|
|
170
|
|
|
33
|
|
|
425
|
|
|
—
|
|
|
628
|
|
|||||
Cash Investment in Subsidiary
|
|
13,307
|
|
|
—
|
|
|
(13,307
|
)
|
|
—
|
|
|
—
|
|
|||||
Net Cash Used in Investing Activities
|
|
(42,298
|
)
|
|
(2,685
|
)
|
|
(14,760
|
)
|
|
—
|
|
|
(59,743
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Borrowings (Repayments) on Loans, Revolver, Notes Payable and Long-Term Debt
|
|
2,726
|
|
|
(2,726
|
)
|
|
(300
|
)
|
|
—
|
|
|
(300
|
)
|
|||||
Debt Issuance Costs
|
|
(949
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(949
|
)
|
|||||
Cash Dividends Paid
|
|
(22,697
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,697
|
)
|
|||||
Stock Option Exercise Proceeds and Tax Benefits
|
|
5,402
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,402
|
|
|||||
Treasury Stock Repurchases
|
|
(43,047
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,047
|
)
|
|||||
Net Cash Used in Financing Activities
|
|
(58,565
|
)
|
|
(2,726
|
)
|
|
(300
|
)
|
|
—
|
|
|
(61,591
|
)
|
|||||
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
—
|
|
|
—
|
|
|
478
|
|
|
—
|
|
|
478
|
|
|||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
(23,702
|
)
|
|
1,405
|
|
|
28,520
|
|
|
—
|
|
|
6,223
|
|
|||||
Cash and Cash Equivalents, Beginning of Year
|
|
162,628
|
|
|
1,275
|
|
|
24,542
|
|
|
—
|
|
|
188,445
|
|
|||||
Cash and Cash Equivalents, End of Year
|
|
$
|
138,926
|
|
|
$
|
2,680
|
|
|
$
|
53,062
|
|
|
$
|
—
|
|
|
$
|
194,668
|
|
|
|
|
|
|
|
CONSOLIDATING STATEMENT
OF CASH FLOWS:
For the Fiscal Year Ended June 30, 2013
|
|
Briggs & Stratton Corporation
|
|
Guarantor
Subsidiary
|
|
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, Revolver, 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
|
|
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 2015
|
|
|
|
|
|
|
||||||
September (1)
|
|
$
|
292,629
|
|
|
$
|
47,321
|
|
|
$
|
(15,279
|
)
|
December (2)
|
|
444,287
|
|
|
87,868
|
|
|
6,943
|
|
|||
March (3)
|
|
619,015
|
|
|
119,080
|
|
|
33,921
|
|
|||
June (4)
|
|
538,819
|
|
|
104,831
|
|
|
20,101
|
|
|||
Total (9)
|
|
$
|
1,894,750
|
|
|
$
|
359,099
|
|
|
$
|
45,687
|
|
Fiscal 2014
|
|
|
|
|
|
|
||||||
September (5)
|
|
$
|
317,304
|
|
|
$
|
43,831
|
|
|
$
|
(19,349
|
)
|
December (6)
|
|
416,592
|
|
|
77,366
|
|
|
702
|
|
|||
March (7)
|
|
628,403
|
|
|
130,250
|
|
|
39,153
|
|
|||
June (8)
|
|
496,761
|
|
|
95,336
|
|
|
7,841
|
|
|||
Total (9)
|
|
$
|
1,859,060
|
|
|
$
|
346,783
|
|
|
$
|
28,347
|
|
|
|
Per Share of Common Stock
|
||||||||||||||
|
|
|
|
|
|
Market Price Range on
New York Stock Exchange
|
||||||||||
Quarter Ended
|
|
Net Income
(Loss)
|
|
Dividends
Declared
|
|
High
|
|
Low
|
||||||||
Fiscal 2015
|
|
|
|
|
|
|
|
|
||||||||
September (1)
|
|
$
|
(0.34
|
)
|
|
$
|
0.125
|
|
|
$
|
21.04
|
|
|
$
|
18.18
|
|
December (2)
|
|
0.15
|
|
|
0.125
|
|
|
21.09
|
|
|
17.14
|
|
||||
March (3)
|
|
0.75
|
|
|
0.125
|
|
|
21.03
|
|
|
17.54
|
|
||||
June (4)
|
|
0.45
|
|
|
0.125
|
|
|
20.87
|
|
|
17.72
|
|
||||
Total (9)
|
|
$
|
1.00
|
|
|
$
|
0.50
|
|
|
|
|
|
||||
Fiscal 2014
|
|
|
|
|
|
|
|
|
||||||||
September (5)
|
|
$
|
(0.41
|
)
|
|
$
|
0.12
|
|
|
$
|
21.99
|
|
|
$
|
18.61
|
|
December (6)
|
|
0.01
|
|
|
0.12
|
|
|
22.19
|
|
|
18.21
|
|
||||
March (7)
|
|
0.82
|
|
|
0.12
|
|
|
23.02
|
|
|
20.03
|
|
||||
June (8)
|
|
0.17
|
|
|
0.12
|
|
|
22.98
|
|
|
19.62
|
|
||||
Total (9)
|
|
$
|
0.59
|
|
|
$
|
0.48
|
|
|
|
|
|
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
2015
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
2015
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
2015
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
2015
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, which is applicable to all directors, officers and employees and 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
|
2015
|
|
$6,352,000
|
|
$815,000
|
|
$(3,704,000)
|
|
$3,463,000
|
2014
|
|
6,501,000
|
|
1,321,000
|
|
(1,470,000)
|
|
6,352,000
|
2013
|
|
5,780,000
|
|
1,881,000
|
|
(1,160,000)
|
|
6,501,000
|
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
|
2015
|
|
$15,241,000
|
|
$2,361,000
|
|
$(404,000)
|
|
$17,198,000
|
2014
|
|
12,725,000
|
|
2,516,000
|
|
—
|
|
15,241,000
|
2013
|
|
12,025,000
|
|
9,210,000
|
|
(8,510,000)
|
|
12,725,000
|
|
|
|
|
|
|
|
BRIGGS & STRATTON CORPORATION
|
||
|
|
|
||
|
|
By
|
|
/s/ Mark A. Schwertfeger
|
|
|
|
|
Mark A. Schwertfeger
|
August 21, 2015
|
|
|
|
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/ Mark A. Schwertfeger
|
|
|
|
/s/ Keith R. McLoughlin
|
Mark A. Schwertfeger
|
|
|
|
Keith R. McLoughlin
|
Senior Vice President and Chief Financial
|
|
|
|
Director
|
Officer (Principal Financial Officer and
|
|
|
|
|
Principal Accounting Officer)
|
|
|
|
|
|
|
|
||
/s/ Brian C. Walker
|
|
|
|
/s/ Frank M. Jaehnert
|
Brian C. Walker
|
|
|
|
Frank M. Jaehnert
|
Director
|
|
|
|
Director
|
|
|
|
||
/s/ Henrik C. Slipsager
|
|
|
|
/s/ Charles I. Story
|
Henrik C. Slipsager
|
|
|
|
Charles I. Story
|
Director
|
|
|
|
Director
|
|
|
|
||
/s/ James E. Humphrey
|
|
|
|
/s/ Jeffrey R. Hennion
|
James E. Humphrey
|
|
|
|
Jeffrey R. Hennion
|
Director
|
|
|
|
Director
|
|
|
|
||
|
|
|
|
*Each signature affixed as of
|
|
|
|
|
August 21, 2015
|
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*
|
|
Annual Incentive Plan
|
|
|
(Filed as Exhibit 10.2(a) to the Company’s Report on Form 10-K for the fiscal year ended June 29, 2014 and incorporated by reference herein.)
|
|
|
|
10.3*
|
|
Form of Officer Change of Control Employment Agreement for officers appointed on or before June 28, 2009.
|
|
|
(Filed as Exhibit 10.2 to the Company’s Report on Form 8-K dated December 8, 2008 and incorporated herein by reference.)
|
|
|
|
10.3(a)*
|
|
Amended and Restated Form of Change of Control Employment Agreement for new officers appointed between June 29, 2009 and October 14, 2009.
|
|
|
(Filed as Exhibit 10.3 to the Company’s Report on Form 10-K for fiscal year ended June 28, 2009 and incorporated by reference herein.)
|
|
|
No.
|
|
Document Description
|
10.3(b)*
|
|
Amended and Restated Form of Change of Control Employment Agreement for new officers of the Company appointed after October 14, 2009.
|
|
|
(Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated October 14, 2009 and incorporated by reference herein.)
|
|
|
|
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*
|
|
Briggs & Stratton Corporation 2014 Omnibus Incentive Plan.
|
|
|
(Filed as Exhibit B to the Company’s 2014 Annual Meeting Proxy Statement and incorporated by reference herein.)
|
|
|
|
10.5(a)*
|
|
Form of Stock Option Agreement under the 2014 Omnibus Incentive Plan.
|
|
|
(Filed as Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarter ended September 28, 2014 and incorporated by reference herein.)
|
|
|
|
10.5(b)*
|
|
Form of Restricted Stock Award Agreement under the 2014 Omnibus Incentive Plan.
|
|
|
(Filed as Exhibit 10.3 to the Company’s Report on Form 10-Q for the quarter ended September 28, 2014 and incorporated by reference herein.)
|
|
|
|
10.5(c)*
|
|
Form of Restricted Stock Unit Award Agreement under the 2014 Omnibus Incentive Plan.
|
|
|
(Filed as Exhibit 10.4 to the Company’s Report on Form 10-K for fiscal year ended June 27, 2010 and incorporated by reference herein.)
|
|
|
|
10.5(d)*
|
|
Form of Performance Share Unit Award Agreement under the 2014 Omnibus Incentive Plan.
|
|
|
(Filed as Exhibit 10.5 to the Company’s Report on Form 10-K for fiscal year ended June 27, 2010 and incorporated by reference herein.)
|
|
|
|
10.5(e)*
|
|
Briggs & Stratton Corporation Stock Option and Stock Award Program, as amended through October 15, 2014, for awards under the 2014 Omnibus Incentive Plan.
|
|
|
(Filed as Exhibit 10.1 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 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(a)*
|
|
Amended Form of Stock Option Agreement under the Incentive Compensation Plan.
|
|
|
(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 Incentive Compensation Plan.
|
|
|
(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.)
|
|
|
No.
|
|
Document Description
|
10.6(c)*
|
|
Form of Performance Share Award Agreement under the Incentive Compensation Plan.
|
|
|
(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.)
|
|
|
|
10.6(d)*
|
|
Amended Form of Deferred Stock Award Agreement under the Incentive Compensation Plan.
|
|
|
(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.)
|
|
|
|
10.6(e)*
|
|
Amended and Restated Briggs & Stratton Premium Option and Stock Award Program, effective beginning with plan year 2010 through 2014.
|
|
|
(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.)
|
|
|
|
10.7*
|
|
Form of Officer Employment Agreement.
|
|
|
(Filed as Exhibit 10.1 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*
|
|
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.)
|
|
|
|
10.10*
|
|
Summary of Director Compensation.
|
|
|
(Filed as Exhibit 10.13 to the Company’s Report on Form 10-K for fiscal year ended June 30, 2013 and incorporated by reference herein.)
|
|
|
|
10.11*
|
|
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.)
|
|
|
|
10.11(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.)
|
|
|
|
10.11(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.)
|
|
|
|
10.12*
|
|
Amended & Restated Key Employee Savings and Investment Plan.
|
|
|
(Filed as Exhibit 10.15 to the Company’s Annual Report on Form 10-K for fiscal year ended June 30, 2013 and incorporated by reference herein.)
|
|
|
|
10.13*
|
|
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.)
|
|
|
|
10.14*
|
|
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.)
|
|
|
|
10.14(a)*
|
|
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.)
|
|
|
|
10.15
|
|
Stipulation of Settlement, dated February 24, 2010.
|
Directors
|
|
|
|
|
|
JEFFREY R. HENNION
(2)(5)
|
|
Executive Vice President, Chief Marketing and e-Commerce Officer of GNC Holdings, Inc., a specialty retailer of health and wellness products worldwide
|
|
|
|
JAMES E. HUMPHREY
(2)(5)
|
|
Retired Chairman of Andersen Corporation, a window and door manufacturer
|
|
|
|
FRANK M. JAEHNERT
(1)(4)
|
|
Retired President and Chief Executive Officer of Brady Corporation, a provider of identification solutions
|
|
|
|
PATRICIA L. KAMPLING
(1)(3)(4)
|
|
Chairman, President and Chief Executive Officer of Alliant Energy Corporation, a regulated investor-owned public utility holding company
|
|
|
|
KEITH R. McLOUGHLIN
(3)(5)
|
|
President and Chief Executive Officer of AB Electrolux, a manufacturer of major home appliances
|
|
|
|
HENRIK C. SLIPSAGER
(1)(5)
|
|
Retired President and Chief Executive Officer of ABM Industries, Inc., a provider of integrated facility solutions
|
|
|
|
CHARLES I. STORY
(2)(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
(2)(3)(4)
|
|
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 – Turf & Consumer Products
|
|
|
|
WILLIAM H. REITMAN
|
|
Senior Vice President & President – Global Service
|
|
|
|
DAVID J. RODGERS
|
|
Senior Vice President & President – Engines Group
|
|
|
|
MARK A. SCHWERTFEGER
|
|
Senior Vice President & Chief Financial Officer
|
|
|
|
EDWARD J. WAJDA
|
|
Senior Vice President & President – Standby/Job Site Products
|
|
|
|
KATHRYN M. BUONO
|
|
Vice President, General Counsel & Secretary
|
|
|
|
RANDALL R. CARPENTER
|
|
Vice President – Marketing
|
|
|
|
DAVID G. DEBAETS
|
|
Vice President – Global Engine Operations
|
|
|
|
ANDREA L. GOLVACH
|
|
Vice President & Treasurer
|
Appointed Vice Presidents & Subsidiary/Group Officers
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
SHAUNNA BALADY
|
|
Vice President – Corporate Development
|
|
|
|
EDWARD D. BEDNAR
|
|
Vice President – Business Integration
|
|
|
|
JOHN R. GUY III
|
|
Vice President & General Manager – Distribution
|
|
|
|
BRENT W. HOAG
|
|
Vice President – Chief Information Officer
|
|
|
|
MARVIN B. KLOWAK
|
|
Global Vice President – Research & Development
|
|
|
|
RACHELE M. LEHR
|
|
Vice President – Human Resources
|
|
|
|
LAURA A. TIMM
|
|
Vice President – Corporate Communications and Public Affairs
|
|
|
|
TIMOTHY G. WILD
|
|
Vice President – Supply Chain
|
|
|
|
JEFFREY M. ZEILER
|
|
Vice President – Global Product Innovation
|
|
|
|
Engines Group
|
|
|
|
|
|
RANDALL E. BALLARD
|
|
Vice President – North American Engine Sales
|
|
|
|
JEFFREY W. COAD
|
|
Vice President – Engine Products
|
|
|
|
RICHARD R. ZECKMEISTER
|
|
Vice President – Consumer Marketing & Planning
|
|
|
|
GEORGE ZHANG
|
|
Managing Director - China
|
Products Group
|
|
|
|
|
|
MATTHEW ALLMAND
|
|
Vice President – Job Site
|
|
|
|
PHILIP J. CAPPITELLI
|
|
Vice President – Job Site/Standby Marketing
|
|
|
|
WILLIAM W. COATES
|
|
Vice President – Commercial Lawn Care
|
|
|
|
JEFFREY D. CUSTER
|
|
Vice President – Standby & General Manager
|
|
|
|
BENJAMIN D. DUKE
|
|
Vice President – Turf & Consumer Products Sales
|
|
|
|
PETER HOTZ
|
|
Vice President – Job Site/Standby Engineering
|
|
|
|
GREG INWOOD
|
|
Vice President – Standby Products
|
|
|
|
DONALD W. KLENK
|
|
Vice President – Operations – Products Group
|
|
|
|
ROBERT D. PJEVACH
|
|
Vice President – Consumer Products
|
|
|
|
THOMAS H. RUGG
|
|
Managing Director – Australasia
|
|
|
|
PHILIP H. WENZEL
|
|
Vice President – Commercial Products
|
EXCHANGE LISTING
Briggs & Stratton Corporation common stock is listed on the New York Stock Exchange (symbol:BGG).
|
|
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
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Fiscal Year Ended
|
||||||||||||||||||
|
June 28, 2015
|
|
|
June 29, 2014
|
|
|
June 30, 2013
|
|
|
July 1, 2012
|
|
|
July 3, 2011
|
|
|||||
Earnings (Loss)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (Loss) before income taxes
|
$
|
56,958
|
|
|
$
|
37,134
|
|
|
$
|
(54,164
|
)
|
|
$
|
29,873
|
|
|
$
|
32,054
|
|
Less: Equity income from equity investees
|
(7,303
|
)
|
|
(6,264
|
)
|
|
(4,244
|
)
|
|
(5,100
|
)
|
|
(5,082
|
)
|
|||||
Add: Fixed Charges
|
21,714
|
|
|
20,911
|
|
|
21,139
|
|
|
21,317
|
|
|
25,942
|
|
|||||
Add: Distributed income of equity investees
|
4,628
|
|
|
4,070
|
|
|
4,636
|
|
|
4,029
|
|
|
6,980
|
|
|||||
Earnings (Loss) as defined
|
$
|
75,997
|
|
|
$
|
55,851
|
|
|
$
|
(32,633
|
)
|
|
$
|
50,119
|
|
|
$
|
59,894
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed Charges
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
$
|
19,532
|
|
|
$
|
18,466
|
|
|
$
|
18,519
|
|
|
$
|
18,542
|
|
|
$
|
23,014
|
|
Amortization of discounts related to indebtedness
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
304
|
|
|||||
Interest expense as reported
|
19,532
|
|
|
18,466
|
|
|
18,519
|
|
|
18,542
|
|
|
23,318
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Amortization of debt issuance costs
|
957
|
|
|
988
|
|
|
1,007
|
|
|
1,209
|
|
|
934
|
|
|||||
Portion of rent expense relating to interest
|
1,225
|
|
|
1,457
|
|
|
1,613
|
|
|
1,566
|
|
|
1,690
|
|
|||||
Fixed charges as defined
|
$
|
21,714
|
|
|
$
|
20,911
|
|
|
$
|
21,139
|
|
|
$
|
21,317
|
|
|
$
|
25,942
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings (loss) to fixed charges
|
3.5x
|
|
|
2.7x
|
|
|
—
|
|
|
2.4x
|
|
|
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 CZ, s.r.o.
|
Czech Republic
|
100%
|
|
|
|
Daihatsu Briggs & Stratton Co., Ltd.
|
Japan
|
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%
|
|
|
|
Branco Motores Ltda.
|
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%
|
|
|
|
Power Distributors LLC
|
Missouri
|
12%
|
|
|
|
Billy Goat Industries, Inc.
|
Missouri
|
100%
|
|
|
|
Allmand Bros., Inc.
|
Nebraska
|
100%
|
|
|
|
OOO Briggs & Stratton
|
Russia
|
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 21, 2015
|
|
/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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date:
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August 21, 2015
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/s/ Mark A. Schwertfeger
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Mark A. Schwertfeger
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Chief Financial Officer
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/s/ Todd J. Teske
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Todd J. Teske
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Chief Executive Officer
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August 21, 2015
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/s/ Mark A. Schwertfeger
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Mark A. Schwertfeger
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Chief Financial Officer
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August 21, 2015
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