Press Release - Q3FY13

“We continue to see soft demand across international markets for engines and products due to macroeconomic concerns weighing on the minds of consumers and unfavorable weather conditions particularly in Australasia. Brazil continues to be a bright spot for growing our international products business as our Branco acquisition is performing as anticipated,” commented Todd Teske, Chairman, President and Chief Executive Officer of Briggs & Stratton Corporation. “Here in the U.S., the spring lawn and garden season has been delayed by at least a few weeks due to a prolonged cold and wet spring in many parts of the country. This is significantly different from last year when we had an unusually early start to spring with very warm weather across the country. The drought that impacted our industry so significantly last season appears to be improving east of the Mississippi River which is encouraging for the upcoming season. Despite a later start to spring compared to last year, we are optimistic that the U.S. market will be in line with our anticipated growth projections of 4 to 6%.”

Consolidated net sales for the third quarter of fiscal 2013 were $637.3 million, a decrease of $82.8 million or 11.5% from the third quarter of fiscal 2012. Fiscal 2013 third quarter consolidated net income including restructuring charges was $38.5 million, or $0.78 per diluted share. The third quarter of fiscal 2012 consolidated net income including restructuring charges was $39.9 million, or $0.80 per diluted share. Sales of engines and products to international regions decreased by approximately $37 million compared to last years' third quarter. The majority of the remaining decrease in sales in the quarter was due to our decision to no longer sell lawn and garden products to large mass retailers in the U.S.

Included in consolidated net income for the third quarter of fiscal 2013 were pre-tax charges of $6.6 million ($5.4 million after tax or $0.11 per diluted share) related to previously announced restructuring actions. Included in consolidated net income for the third quarter of fiscal 2012 were pre-tax charges of $19.8 million ($9.6 million after tax or $0.19 per diluted share) also related to the restructuring actions. After considering the impact of the restructuring charges, the adjusted consolidated net income for the third quarter of fiscal 2013 was $43.9 million or $0.89 per diluted share, which was $5.6 million or $0.10 per diluted share lower compared to the third quarter fiscal 2012 adjusted consolidated net income of $49.5 million or $0.99 per diluted share.

Included in consolidated net income for the first nine months of fiscal 2013 were pre-tax charges of $18.4 million ($13.0 million after tax or $0.27 per diluted share) related to the aforementioned restructuring actions. Included in consolidated net income for the first nine months of fiscal 2012 were pre-tax charges of $19.8 million ($9.6 million after tax or $0.19 per diluted share) also related to the restructuring actions. After considering the impact of the restructuring charges, adjusted consolidated net income for the first nine months of fiscal 2013 was $34.4 million or $0.71 per diluted share, which was a decrease of $12.6 million or $0.22 per diluted share compared to the first nine months of fiscal 2012 adjusted consolidated net income of $47.0 million or $0.93 per diluted share.



	Three Months Ended Fiscal March						Nine Months Ended Fiscal March
(In Thousands)	2013			2012			2013			2012
Engines Net Sales	$	451,921		$	498,009		$	890,631		$	987,486

Engines Gross Profit as Reported	$	100,981		$	100,320		$	181,980		$	186,555
Restructuring Charges	5,409			9,943			7,346			9,943
Adjusted Engines Gross Profit	$	106,390		$	110,263		$	189,326		$	196,498

Engines Gross Profit % as Reported	22.3		%	20.1		%	20.4		%	18.9		%
Adjusted Engines Gross Profit %	23.5		%	22.1		%	21.3		%	19.9		%

Engines Income from Operations as Reported	$	57,058		$	55,051		$	48,574		$	51,875
Restructuring Charges	5,409			9,943			10,781			9,943
Adjusted Engines Income from Operations	$	62,467		$	64,994		$	59,355		$	61,818

Engines Income from Operations % as Reported	12.6		%	11.1		%	5.5		%	5.3		%
Adjusted Engines Income from Operations %	13.8		%	13.1		%	6.7		%	6.3		%

Engines Segment fiscal 2013 third quarter net sales were $451.9 million, which was $46.1 million or 9.3% lower than the third quarter of fiscal 2012. This decrease in net sales was driven by reduced shipments of engines used primarily on walk and ride equipment in European and North American markets as OEM customers manage inventory levels due to a later start to warmer spring weather. Net sales were also lower due to unfavorable foreign exchange of $5.4 million primarily due to a decrease in the value of the Euro in fiscal 2013. These decreases in net sales were partially offset by the timing of generator engine replenishment sales in the U.S. following the recent hurricane season.

The Engines Segment adjusted gross profit percentage for the third quarter of 2013 was 23.5%, which was 1.4% higher compared to the third quarter of fiscal 2012. The adjusted gross profit percentage was favorably impacted by 3.6% due to lower manufacturing costs, partially offset by 1.2% due to unfavorable foreign exchange and by 1% due to unfavorable absorption of fixed manufacturing costs as a result of a 4% reduction in engines built. The lower manufacturing costs resulted from $3.4 million of cost savings as a result of restructuring actions initiated in fiscal 2012, lower material costs, and start-up costs incurred in fiscal 2012 associated with launching our phase III emissions compliant engines.

The Engines Segment engineering, selling, general and administrative expenses were $43.9 million in the third quarter of fiscal 2013, a decrease of $1.3 million from the third quarter of fiscal 2012 primarily due to lower compensation costs of $2.5 million as a result of the previously announced global salaried employee reduction and reduced selling expenses, partially offset by $0.6 million of increased pension expense compared to the same period last year.

Engines Segment net sales for the first nine months of fiscal 2013 were $890.6 million, which was $96.9 million or 9.8% lower than the same period a year ago. This decrease in net sales was primarily driven by reduced shipments of engines used on snow thrower equipment in the North American market as well as lower sales to OEM customers for the European and Australasian markets. European markets were off considerably given macroeconomic issues and unfavorable weather conditions. Australasia markets were off due to a significant lack of rainfall in highly populated areas. In addition, sales were lower in fiscal 2013 due to an unfavorable mix of engines sold that reflected proportionately lower sales of large engines, and unfavorable foreign exchange of $9.7 million primarily related to the Euro.

The Engines Segment adjusted gross profit percentage for the first nine months of 2013 was 21.3%, which was 1.4% higher compared to the first nine months of fiscal 2012. The adjusted gross profit percentage was favorably impacted by 3.4% due to lower manufacturing costs, partially offset by 1% due to unfavorable foreign exchange and by 1% due to unfavorable absorption of fixed manufacturing costs as a result of a 5% reduction in engines built. The lower manufacturing costs resulted from $8.1 million of cost savings as a result of restructuring actions initiated in fiscal 2012, lower material costs, and start-up costs incurred in fiscal 2012 associated with launching our phase III emissions compliant engines.

The Engines Segment engineering, selling, general and administrative expenses were $130.0 million in the first nine months of fiscal 2013, or $4.7 million lower compared to the first nine months of fiscal 2012 primarily due to lower compensation costs of $7.4 million as a result of the previously announced reduction of 10% of the global salaried workforce and reduced selling costs in response to the softness in the global markets, partially offset by $2.7 million of increased pension expense compared to the same period last year.



	Three Months Ended Fiscal March						Nine Months Ended Fiscal March
(In Thousands)	2013			2012			2013			2012
Products Net Sales	$	231,532		$	281,271		$	602,323		$	731,969

Products Gross Profit as Reported	$	26,546		$	27,246		$	63,798		$	81,675
Restructuring Charges	1,236			9,821			7,624			9,821
Adjusted Products Gross Profit	$	27,782		$	37,067		$	71,422		$	91,496

Products Gross Profit % as Reported	11.5		%	9.7		%	10.6		%	11.2		%
Adjusted Products Gross Profit %	12.0		%	13.2		%	11.9		%	12.5		%

Products Income (Loss) from Operations as Reported	$	(199	)	$	(1,153	)	$	(11,787	)	$	1,717
Restructuring Charges	1,236			9,821			7,624			9,821
Adjusted Products Income (Loss) from Operations	$	1,037		$	8,668		$	(4,163	)	$	11,538

Products Income (Loss) from Operations % as Reported	(0.1		)%	(0.4		)%	(2.0		)%	0.2		%
Adjusted Products Income (Loss) from Operations %	0.4		%	3.1		%	(0.7		)%	1.6		%

Products Segment fiscal 2013 third quarter net sales were $231.5 million, a decrease of $49.7 million or 17.7% from the third quarter of fiscal 2012. The decrease in net sales was primarily related to our decision to exit the sale of lawn and garden equipment through national mass retailers. In addition, sales of lawn and garden equipment and pressure washers decreased in North America from last year as a result of a later start to the spring selling season and decreased in international markets due to continued drought conditions in parts of Australasia. The net sales decrease was partially offset by net sales from the acquisition of Branco that were in line with expectations.

The Products Segment adjusted gross profit percentage for the third quarter of 2013 was 12.0%, which was 1.2% lower than the adjusted gross profit percentage for the third quarter of fiscal 2012. The adjusted gross profit percentage decreased 3.4% due to unfavorable absorption associated with a 35% decrease in production in order to control inventory levels. This decrease was partially offset by a benefit of 1.7% due to cost savings of $4.0 million as a result of restructuring actions initiated in fiscal 2012.

The Products Segment fiscal 2013 third quarter engineering, selling, general and administrative expenses were $26.8 million, a decrease of $1.7 million from the third quarter of fiscal 2012. The decrease was attributable to lower compensation costs of $0.7 million as a result of the previously announced reduction of 10% of the global salaried workforce, $0.7 million of lower bad debt expense, and reduced selling costs in response to the softness in the global markets.

Products Segment net sales for the first nine months of fiscal 2013 were $602.3 million, a decrease of $129.6 million or 17.7% from the same period a year ago. The decrease in net sales was primarily due to lower sales volumes of snow equipment due to significantly below average snowfall in North America and reduced sales of lawn and garden equipment resulting from prolonged drought conditions in the United States and Australasia. In addition, the decrease in

The Products Segment adjusted gross profit percentage for the first nine months of 2013 was 11.9%, which was 0.6% lower compared to the adjusted gross profit percentage of the first nine months of fiscal 2012. The adjusted gross profit percentage decreased 2.6% due to unfavorable absorption associated with a 43% decrease in production volume in order to control inventory levels. This was partially offset by a 1.8% benefit due to cost savings of $11.1 million as a result of restructuring actions. We reduced production volumes in the first nine months of fiscal 2013 in order to manage inventory levels in response to a decline in near-term market demand. The McDonough, Georgia manufacturing facility was temporarily idled for four weeks in the second quarter of fiscal 2013 to reduce inventory levels in response to a decline in market demand for snow and lawn and garden products and to re-tool the plant for new products to be launched for the spring season.

The Products Segment engineering, selling, general and administrative expenses were $75.6 million in the first nine months of fiscal 2013, a decrease of $4.4 million from the first nine months of fiscal 2012. The decrease was attributable to lower compensation costs of $2.2 million as a result of the previously announced global salaried employee reduction and reduced selling expenses in response to the softness in the global markets.

The effective tax rate for the third quarter and the first nine months of fiscal 2013 was 27.6% and 27.5% respectively, compared to 20.4% and 13.4% for the same respective periods last year. The tax rate for the third quarter of fiscal 2013 is lower than the 35% statutory U.S. rate due to the reenactment of the U.S. federal research and development and other credits in the amount of $1.0 million and foreign tax credits in the amount of $0.5 million which were partially offset by additional taxes of $1.0 million due to non-deductible expenses related to the Ostrava, Czech Republic plant closing. The effective tax rate for the first nine months of fiscal 2013 was lower than the 35% statutory U.S. rate due to the aforementioned credits and non-deductible expenses and non-deductible acquisition costs increasing the tax expense by $0.5 million. The effective rate for the third quarter of fiscal 2012 was lower as a result of recording a net benefit of $3.3 million related to Ostrava plant restructuring charges incurred during that quarter. The effective rate for the first nine months of fiscal 2012 was impacted by the aforementioned restructuring charges and a net benefit of $5.0 million related to the settlement of U.S. audits and the expiration of a non-U.S. statute of limitation period during fiscal 2012.

Net debt at March 31, 2013 was $239.9 million (total debt of $262.5 million less $22.6 million of cash), or $17.7 million lower from the $257.6 million (total debt of $274.0 million less $16.4 million of cash) at April 1, 2012. Cash flows used in operating activities for the first nine months of fiscal 2013 were $73.8 million compared to $166.7 million in the first nine months of fiscal 2012. The improvement in operating cash flows was primarily related to lower working capital needs in the first nine months of fiscal 2013 associated with less of an increase in accounts receivable and inventory compared to the same period last year.

The Company's execution of its previously announced restructuring actions remains largely on schedule. In the third quarter of fiscal 2013, the Company entered into an agreement to sell the Ostrava, Czech Republic manufacturing facility. The transaction closed early in the fourth fiscal quarter. The Company continues to make progress towards finalizing its exit from the Newbern, Tennessee manufacturing facility and the move of horizontal engine manufacturing from its Auburn, Alabama plant to China. As noted previously, pre-tax restructuring costs for the third quarter and first nine months of fiscal 2013 were $6.6 million and $18.4 million, respectively. The total estimated pre-tax expense related to restructuring actions in fiscal 2013 is expected to be $20 million to $22 million. In addition, the Company continues to anticipate pre-tax savings associated with restructuring actions of $32 million to $37 million in fiscal 2013 and $40 million to $45 million in fiscal 2014 as compared to 2012.

common share repurchase program with an expiration of June 30, 2013. On August 8, 2012 the Board of Directors of the Company authorized up to an additional $50 million in funds associated with the common share repurchase program and an extension of the expiration date to June 30, 2014. The common share repurchase program authorizes the purchase of shares of the Company's common stock on the open market or in private transactions from time to time, depending on market conditions and certain governing loan covenants. During the first nine months of fiscal 2013, the Company repurchased approximately 1.2 million shares on the open market at an average price of $18.96 per share.

Due to continued weakness in consumer spending for outdoor power equipment in our international markets and a significantly reduced market for snow thrower products in the U.S. and Europe, we are revising our fiscal 2013 net income projections to be in a range of $56 million to $65 million or $1.16 to $1.33 per diluted share. These net income projections include the results of the Branco acquisition closed on December 7, 2012 and are prior to the impact of any additional share repurchases and costs related to our announced restructuring programs. The market growth estimates of 4% to 6% for the U.S. lawn and garden market remain unchanged; however, the lower end of the net income projections contemplate a later start to the spring lawn and garden season in the U.S. which could potentially have the impact of extending the season past fiscal 2013 at the end of June and into the first quarter of fiscal 2014. The Company previously indicated that it would exit sales of lawn and garden products to national mass retailers. The estimated impact of exiting this business in fiscal 2013 is approximately $100 million of reduced sales. Although sales in the first nine months of fiscal 2013 were favorably impacted by sales of generators in response to power outages during Hurricanes Isaac and Sandy, drought conditions and a lack of meaningful snowfall in a significant portion of the U.S. prior to February and a reduction in sales demand from many of our international markets have continued to negatively impact shipment volumes, offsetting the storm benefit. Our fiscal 2013 consolidated net sales are projected to be in a range of $1.95 billion to $2.0 billion. Operating income margins are expected to improve over fiscal 2012 and be in a range of 4.8% to 5.3% and reflect the positive impacts of the restructuring programs announced during fiscal 2012. Interest expense and other income are estimated to be approximately $18 million and $7 million, respectively. The effective tax rate is projected to be in a range of 30% to 33%, and capital expenditures are projected to be approximately $45 million to $50 million.

The Company will host a conference call today at 10:00 AM (ET) to review this information. A live webcast of the conference call will be available on our corporate website: http://www.briggsandstratton.com/shareholders. Also available is a dial-in number to access the call real-time at (866) 804-3545. A replay will be offered beginning approximately two hours after the call ends and will be available for one week. Dial (888) 266-2081 to access the replay. The pass code will be 1596430.

This release contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected in the forward-looking statements. The words "anticipate", “believe”, “estimate”, “expect”, “forecast”, “intend”, “plan”, “project”, and similar expressions are intended to identify forward-looking statements. The forward-looking statements are based on the Company's current views and assumptions and involve risks and uncertainties that include, among other things, the ability to successfully forecast demand for our products; changes in interest rates and foreign exchange rates; the effects of weather on the purchasing patterns of consumers and original equipment manufacturers (OEMs); actions of engine manufacturers and OEMs with whom we compete; changes in laws and regulations; changes in customer and OEM demand; changes in prices of raw materials and parts that we purchase; changes in domestic and foreign economic conditions; the ability to bring new productive capacity on line efficiently and with good quality; outcomes of legal proceedings and claims; and other factors disclosed from time to time in our SEC filings or otherwise, including the factors discussed in Item 1A, Risk Factors, of the Company's Annual Report on Form 10-K and in its periodic reports on Form 10-Q.

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



	Three Months Ended Fiscal March						Nine Months Ended Fiscal March
	2013			2012			2013			2012
NET SALES	$	637,259		$	720,097		$	1,385,345		$	1,565,341
COST OF GOODS SOLD	503,826			573,221			1,122,804			1,278,531
RESTRUCTURING CHARGES	6,645			19,764			14,970			19,764
Gross Profit	126,788			127,112			247,571			267,046

ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	70,668			73,668			205,556			214,638
RESTRUCTURING CHARGES	—			—			3,435			—
Income from Operations	56,120			53,444			38,580			52,408

INTEREST EXPENSE	(4,717		)	(4,811		)	(13,802		)	(13,945		)
OTHER INCOME	1,806			1,566			4,660			4,749
Income before Income Taxes	53,209			50,199			29,438			43,212

PROVISION FOR INCOME TAXES	14,693			10,262			8,084			5,798
Net Income	$	38,516		$	39,937		$	21,354		$	37,414

Weighted Average Shares Outstanding	47,336			48,882			47,126			49,323
BASIC EARNINGS PER SHARE	$	0.79		$	0.82		$	0.44		$	0.75

Diluted Average Shares Outstanding	47,709			49,857			47,291			50,264
DILUTED EARNINGS PER SHARE	$	0.78		$	0.80		$	0.44		$	0.74



	Three Months Ended Fiscal March						Nine Months Ended Fiscal March
	2013			2012			2013			2012
NET SALES:
Engines	$	451,921		$	498,009		$	890,631		$	987,486
Products	231,532			281,271			602,323			731,969
Inter-Segment Eliminations	(46,194		)	(59,183		)	(107,609		)	(154,114		)
Total *	$	637,259		$	720,097		$	1,385,345		$	1,565,341

* International sales based on product shipment destination included in net sales	$	166,722		$	203,276		$	453,335		$	529,709

GROSS PROFIT:
Engines	$	100,981		$	100,320		$	181,980		$	186,555
Products	26,546			27,246			63,798			81,675
Inter-Segment Eliminations	(739		)	(454		)	1,793			(1,184		)
Total	$	126,788		$	127,112		$	247,571		$	267,046

INCOME (LOSS) FROM OPERATIONS:
Engines	$	57,058		$	55,051		$	48,574		$	51,875
Products	(199		)	(1,153		)	(11,787		)	1,717
Inter-Segment Eliminations	(739		)	(454		)	1,793			(1,184		)
Total	$	56,120		$	53,444		$	38,580		$	52,408

Briggs & Stratton prepares its financial statements using Generally Accepted Accounting Principles (GAAP). When a company discloses material information containing non-GAAP financial measures, SEC regulations require that the disclosure include a presentation of the most directly comparable GAAP measure and a reconciliation of the GAAP and non-GAAP financial measure. Management's inclusion of non-GAAP financial measures in this release is intended to supplement, not replace, the presentation of the financial results in accordance with GAAP. Management believes that the non-GAAP financial measures in this release aid investors in understanding the magnitude of the change in earnings between years due to recurring operations. The following table is a reconciliation of the non-GAAP financial measures:



	Three Months Ended Fiscal March				Nine Months Ended Fiscal March
	2013		2012		2013		2012
Net Income	$	38,516	$	39,937	$	21,354	$	37,414
Tax effected charges to reported net income:
Restructuring Charges¹	5,369		9,590		13,013		9,590
Adjusted Net Income	$	43,885	$	49,527	$	34,367	$	47,004

Diluted Earnings Per Share	$	0.78	$	0.80	$	0.44	$	0.74
Tax effected charges to reported diluted earnings per share:
Restructuring Charges¹	0.11		0.19		0.27		0.19
Adjusted Diluted Earnings Per Share	$	0.89	$	0.99	$	0.71	$	0.93

¹ For the third quarter and first nine months of fiscal 2013, represents charges of $6,645 (net of $1,276 of taxes) and $18,405 (net of $5,392 of taxes), respectively. For the third quarter and first nine months of fiscal 2012, represents charges of $19,764 (net of $10,174 of taxes).



	Three Months Ended Fiscal March						Nine Months Ended Fiscal March
	2013			2012			2013		2012
GROSS PROFIT:
Engines
Gross Profit	$	100,981		$	100,320		$	181,980	$	186,555
Restructuring Charges	5,409			9,943			7,346		9,943
Adjusted Engines Gross Profit	$	106,390		$	110,263		$	189,326	$	196,498

Products
Gross Profit	26,546			27,246			63,798		81,675
Restructuring Charges	1,236			9,821			7,624		9,821
Adjusted Products Gross Profit	$	27,782		$	37,067		$	71,422	$	91,496

Inter-Segment Eliminations	(739		)	(454		)	1,793		(1,184		)
Adjusted Gross Profit	$	133,433		$	146,876		$	262,541	$	286,810



	Three Months Ended Fiscal March						Nine Months Ended Fiscal March
	2013			2012			2013			2012
INCOME FROM OPERATIONS:
Engines
Income from Operations	$	57,058		$	55,051		$	48,574		$	51,875
Restructuring Charges	5,409			9,943			10,781			9,943
Adjusted Engines Income from Operations	$	62,467		$	64,994		$	59,355		$	61,818

Products
Income (Loss) from Operations	(199		)	(1,153		)	(11,787		)	1,717
Restructuring Charges	1,236			9,821			7,624			9,821
Adjusted Products Income (Loss) from Operations	$	1,037		$	8,668		$	(4,163	)	$	11,538

Inter-Segment Eliminations	(739		)	(454		)	1,793			(1,184		)
Adjusted Income from Operations	$	62,765		$	73,208		$	56,985		$	72,172




CURRENT ASSETS:		2013			2012
	Cash and Cash Equivalents	$	22,568		$	16,445
	Accounts Receivable, Net	403,320			485,811
	Inventories	463,448			480,202
	Deferred Income Tax Asset	46,212			42,924
	Assets Held For Sale	5,347			10,846
	Prepaid Expenses and Other Current Assets	19,799			24,551
	Total Current Assets	960,694			1,060,779

OTHER ASSETS:
	Goodwill	220,817			205,354
	Investments	19,891			21,583
	Debt Issuance Costs	4,957			5,975
	Other Intangible Assets, Net	110,006			87,677
	Deferred Income Tax Asset	60,504			21,827
	Other Long-Term Assets, Net	9,085			9,162
	Total Other Assets	425,260			351,578

PLANT AND EQUIPMENT:
	At Cost	1,012,622			1,033,202
	Less - Accumulated Depreciation	729,933			724,709
	Plant and Equipment, Net	282,689			308,493
		$	1,668,643		$	1,720,850

CURRENT LIABILITIES:
	Accounts Payable	$	182,287		$	224,045
	Short-Term Debt	2,100			3,000
	Accrued Liabilities	170,175			155,459
	Total Current Liabilities	354,562			382,504

OTHER LIABILITIES:
	Accrued Pension Cost	232,869			160,804
	Accrued Employee Benefits	23,494			24,321
	Accrued Postretirement Health Care Obligation	84,843			108,054
	Other Long-Term Liabilities	30,352			30,520
	Long-Term Debt	260,350			271,000
	Total Other Liabilities	631,908			594,699

SHAREHOLDERS' INVESTMENT:
	Common Stock	579			579
	Additional Paid-In Capital	77,757			80,907
	Retained Earnings	1,103,807			1,113,665
	Accumulated Other Comprehensive Loss	(279,081		)	(240,658		)
	Treasury Stock, at Cost	(220,889		)	(210,846		)
	Total Shareholders' Investment	682,173			743,647
		$	1,668,643		$	1,720,850



			Nine Months Ended Fiscal March
CASH FLOWS FROM OPERATING ACTIVITIES:			2013			2012
	Net Income		$	21,354		$	37,414
	Adjustments to Reconcile Net Income to Net Cash Used in Operating Activities:
		Depreciation and Amortization	41,234			47,590
		Stock Compensation Expense	5,244			4,497
		Loss on Disposition of Plant and Equipment	293			81
		Provision (Benefit) for Deferred Income Taxes	(16,866		)	2,820
		Earnings of Unconsolidated Affiliates	(3,011		)	(3,519		)
		Dividends Received from Unconsolidated Affiliates	4,636			4,029
		Cash Contributions to Pension Plan	(29,363		)	(24,134		)
		Non-Cash Restructuring Charges	11,930			14,263
	Changes in Operating Assets and Liabilities:
		Accounts Receivable	(167,435		)	(237,800		)
		Inventories	(19,873		)	(56,411		)
		Other Current Assets	10,571			18,349
		Accounts Payable and Accrued Liabilities	70,273			33,605
	Other, Net		(2,766		)	(7,471		)
		Net Cash Used in Operating Activities	(73,779		)	(166,687		)

CASH FLOWS FROM INVESTING ACTIVITIES:
		Additions to Plant and Equipment	(26,301		)	(31,815		)
		Proceeds Received on Disposition of Plant and Equipment	6,705			175
		Payments Made for Acquisitions, Net of Cash Acquired	(59,627		)	(2,673		)
		Net Cash Used in Investing Activities	(79,223		)	(34,313		)

CASH FLOWS FROM FINANCING ACTIVITIES:
		Repayments of Short-Term Debt	(900		)	—
		Net Borrowings on Revolver	35,350			46,000
		Debt Issuance Costs	—			(2,007		)
		Treasury Stock Purchases	(23,057		)	(22,689		)
		Stock Option Exercise Proceeds and Tax Benefits	19,613			235
		Cash Dividends Paid	(11,499		)	(11,041		)
		Net Cash Provided by Financing Activities	19,507			10,498

EFFECT OF EXCHANGE RATE CHANGES			(12		)	(2,692		)
NET DECREASE IN CASH AND CASH EQUIVALENTS			(133,507		)	(193,194		)
CASH AND CASH EQUIVALENTS, Beginning			156,075			209,639
CASH AND CASH EQUIVALENTS, Ending			$	22,568		$	16,445


•	Third quarter fiscal 2013 consolidated net sales were $637.3 million, or 11.5% lower than the third quarter of fiscal 2012.


•	Fiscal 2013 third quarter consolidated net income excluding restructuring charges was $43.9 million, or $5.6 million lower than the adjusted net income of $49.5 million in the third quarter of fiscal 2012.


•	The Company's restructuring program started in fiscal 2012 achieved pre-tax savings of $28.8 million during the first nine months of fiscal 2013.


•	The Company recorded pre-tax restructuring charges of $6.6 million ($5.4 million after tax or $0.11 per diluted share) during the third quarter of fiscal 2013.