Separate Financial Information of Subsidiary Guarantor of Indebtedness

Under the terms of the Company’s Senior Notes and the Revolver (collectively, the “Domestic Indebtedness”), Briggs & Stratton Power Products Group, LLC, a 100% owned subsidiary of the Company, was the sole joint and several guarantor of the Domestic Indebtedness (the “Guarantor”) as of September 27, 2015 and June 28, 2015. The Guarantor provides a full and unconditional guarantee of the Domestic Indebtedness, except for certain customary limitations. These customary limitations, which are described in detail in the First Supplemental Indenture (Indenture) dated December 20, 2010, include (i) the sale of the guarantor or substantially all of the guarantor’s assets, (ii) the designation of the guarantor as an unrestricted subsidiary for covenant purposes, (iii) the guarantor ceasing to guarantee certain other indebtedness, if the guarantor is also not a significant subsidiary within the meaning of Article 1, Rule 1-02 of Regulation S-X, and (iv) achieving the Indenture’s requirements for legal defeasance, covenant defeasance or discharge. Additionally, if at any time a domestic subsidiary of the Company constitutes a significant domestic subsidiary, then such domestic subsidiary will also become a guarantor of the Domestic Indebtedness. Currently, all of the Domestic Indebtedness is unsecured. If the Company were to fail to make a payment of interest or principal on its due date, the Guarantor is obligated to pay the outstanding Domestic Indebtedness. The Company had the following outstanding amounts related to the guaranteed debt (in thousands):



	September 27, 2015 Carrying Amount		Maximum Guarantee
Senior Notes	$	225,000	$	225,000
Multicurrency Credit Agreement	$	38,410	$	500,000

The following condensed supplemental consolidating financial information reflects the summarized financial information of Briggs & Stratton, its Guarantor Subsidiary and its Non-Guarantor Subsidiaries (in thousands):

CONSOLIDATING BALANCE SHEET

As of September 27, 2015

(Unaudited)



	Briggs & Stratton Corporation		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Eliminations			Consolidated
CURRENT ASSETS:
Cash and Cash Equivalents	$	2,918	$	132	$	50,945	$	—		$	53,995
Accounts Receivable, Net	57,386		61,292		50,286		—			168,964
Intercompany Accounts Receivable	34,823		8,165		42,280		(85,268		)	—
Inventories, Net	233,991		143,621		96,161		—			473,773
Deferred Income Tax Asset	31,121		12,228		2,747		—			46,096
Prepaid Expenses and Other Current Assets	32,512		5,848		8,646		—			47,006
Total Current Assets	$	392,751	$	231,286	$	251,065	$	(85,268	)	$	789,834
OTHER ASSETS:
Goodwill	$	128,300	$	—	$	39,559	$	—		$	167,859
Investments	31,432		—		—		—			31,432
Investments in Subsidiaries	510,584		—		—		(510,584		)	—
Intercompany Note Receivable	30,391		97,238		44,577		(172,206		)	—
Debt Issuance Costs	3,481		—		—		—			3,481
Other Intangible Assets, Net	—		54,405		52,832		—			107,237
Long-Term Deferred Income Tax Asset	49,519		—		315		(32,263		)	17,571
Other Long-Term Assets, Net	9,766		4,803		1,162		—			15,731
Total Other Assets	$	763,473	$	156,446	$	138,445	$	(715,053	)	$	343,311
PLANT AND EQUIPMENT, NET	259,199		24,587		27,757		—			311,543
TOTAL ASSETS	$	1,415,423	$	412,319	$	417,267	$	(800,321	)	$	1,444,688

CURRENT LIABILITIES:
Accounts Payable	$	106,958	$	48,414	$	28,892	$	—		$	184,264
Intercompany Accounts Payable	33,542		10,754		40,972		(85,268		)	—
Short-Term Debt	38,410		—		—		—			38,410
Accrued Liabilities	76,966		39,844		26,522		—			143,332
Total Current Liabilities	$	255,876	$	99,012	$	96,386	$	(85,268	)	$	366,006
OTHER LIABILITIES:
Accrued Pension Cost	$	203,063	$	354	$	514	$	—		$	203,931
Accrued Employee Benefits	23,233		—		—		—			23,233
Accrued Postretirement Health Care Obligation	30,325		15,057		—		—			45,382
Intercompany Note Payable	107,053		—		65,153		(172,206		)	—
Deferred Income Tax Liabilities	—		15,632		16,997		(32,263		)	366
Other Long-Term Liabilities	37,730		8,176		1,721		—			47,627
Long-Term Debt	225,000		—		—		—			225,000
Total Other Liabilities	$	626,404	$	39,219	$	84,385	$	(204,469	)	$	545,539
TOTAL SHAREHOLDERS’ INVESTMENT	533,143		274,088		236,496		(510,584		)	533,143
TOTAL LIABILITIES AND SHAREHOLDERS’ INVESTMENT	$	1,415,423	$	412,319	$	417,267	$	(800,321	)	$	1,444,688

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 Income Tax Asset	30,692		13,187		1,992		—			45,871
Prepaid Expenses and Other Current Assets	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	3,714		—		—		—			3,714
Other Intangible Assets, Net	—		54,706		56,574		—			111,280
Long-Term Deferred Income 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
Intercompany Note Payable	104,676		—		47,680		(152,356		)	—
Deferred Income Tax Liabilities	—		15,483		17,043		(32,303		)	223
Other Long-Term Liabilities	35,452		8,511		944		—			44,907
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 STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended September 27, 2015

(Unaudited)



	Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	149,500		$	106,506		$	82,492		$	(49,040	)	$	289,458
Cost of Goods Sold	128,601			93,485			64,241			(49,040		)	237,287
Restructuring Charges	—			1,995			464			—			2,459
Gross Profit	20,899			11,026			17,787			—			49,712
Engineering, Selling, General and Administrative Expenses	37,805			16,954			17,375			—			72,134
Restructuring Charges	890			24			—			—			914
Equity in Loss from Subsidiaries	3,695			—			—			(3,695		)	—
Income (Loss) from Operations	(21,491		)	(5,952		)	412			3,695			(23,336		)
Interest Expense	(4,472		)	(64		)	—			—			(4,536		)
Other Income, Net	703			790			(38		)	—			1,455
Income (Loss) before Income Taxes	(25,260		)	(5,226		)	374			3,695			(26,417		)
Provision (Credit) for Income Taxes	(7,089		)	(1,898		)	741			—			(8,246		)
Net Income (Loss)	$	(18,171	)	$	(3,328	)	$	(367	)	$	3,695		$	(18,171	)
Comprehensive Income (Loss)	$	(28,802	)	$	(3,601	)	$	(6,506	)	$	10,107		$	(28,802	)

CONSOLIDATING STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended September 28, 2014

(Unaudited)



	Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Sales	$	145,579		$	116,938		$	90,816		$	(60,704	)	$	292,629
Cost of Goods Sold	123,956			104,031			71,179			(60,704		)	238,462
Restructuring Charges	—			6,846			—			—			6,846
Gross Profit	21,623			6,061			19,637			—			47,321
Engineering, Selling, General and Administrative Expenses	36,868			17,657			15,559			—			70,084
Restructuring Charges	—			955			—			—			955
Equity in Loss from Subsidiaries	4,721			—			—			(4,721		)	—
Income (Loss) from Operations	(19,966		)	(12,551		)	4,078			4,721			(23,718		)
Interest Expense	(4,447		)	(71		)	—			—			(4,518		)
Other Income, Net	1,926			460			(13		)	—			2,373
Income (Loss) before Income Taxes	(22,487		)	(12,162		)	4,065			4,721			(25,863		)
Provision (Credit) for Income Taxes	(7,208		)	(4,481		)	1,105			—			(10,584		)
Net Income (Loss)	$	(15,279	)	$	(7,681	)	$	2,960		$	4,721		$	(15,279	)
Comprehensive Income (Loss)	$	(19,164	)	$	(7,407	)	$	(2,500	)	$	9,907		$	(19,164	)

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended September 27, 2015

(Unaudited)



	Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Used in Operating Activities	$	(67,715	)	$	(8,420	)	$	(6,311	)	$	(243	)	$	(82,689	)
Cash Flows from Investing Activities:
Additions to Plant and Equipment	(10,916		)	(1,126		)	(386		)	—			(12,428		)
Proceeds Received on Disposition of Plant and Equipment	—			504			11			—			515
Cash Paid for Acquisition, Net of Cash Acquired	—			—			(2,174		)	—			(2,174		)
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt	2,489			—			—			(2,489		)	—
Net Cash Used in Investing Activities	(8,427		)	(622		)	(2,549		)	(2,489		)	(14,087		)
Cash Flows from Financing Activities:
Net Borrowings (Repayments) on Loans, Revolver, Notes Payable and Long-Term Debt	38,410			(8,063		)	5,574			2,489			38,410
Treasury Stock Purchases	(11,178		)	—			—			—			(11,178		)
Stock Option Exercise Proceeds and Tax Benefits	6,433			—			—			—			6,433
Cash Investment in Subsidiary	—			—			(243		)	243			—
Net Cash Provided by (Used in) Financing Activities	33,665			(8,063		)	5,331			2,732			33,665
Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents	—			—			(1,284		)	—			(1,284		)
Net Decrease in Cash and Cash Equivalents	(42,477		)	(17,105		)	(4,813		)	—			(64,395		)
Cash and Cash Equivalents, Beginning	45,395			17,237			55,758			—			118,390
Cash and Cash Equivalents, Ending	$	2,918		$	132		$	50,945		$	—		$	53,995

CONSOLIDATING STATEMENT OF CASH FLOWS

For the Three Months Ended September 28, 2014

(Unaudited)



	Briggs & Stratton Corporation			Guarantor Subsidiary			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net Cash Provided by (Used in) Operating Activities	$	(62,214	)	$	11,158		$	2,660		$	(482	)	$	(48,878	)
Cash Flows from Investing Activities:
Additions to Plant and Equipment	(4,623		)	(1,358		)	(1,409		)	—			(7,390		)
Proceeds Received on Disposition of Plant and Equipment	84			57			31			—			172
Cash Investment in Subsidiary	(4,650		)	—			—			4,650			—
Cash Paid for Acquisition, Net of Cash Acquired	(62,056		)	—			—			—			(62,056		)
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt	14,429			—			—			(14,429		)	—
Net Cash Used in Investing Activities	(56,816		)	(1,301		)	(1,378		)	(9,779		)	(69,274		)
Cash Flows from Financing Activities:
Net Borrowings (Repayments) on Loans, Notes Payable and Long-Term Debt	—			(11,212		)	(3,217		)	14,429			—
Treasury Stock Purchases	(17,761		)	—			—			—			(17,761		)
Stock Option Exercise Proceeds and Tax Benefits	3,151			—			—			—			3,151
Cash Investment in Subsidiary	—			—			4,168			(4,168		)	—
Net Cash Provided by (Used in) Financing Activities	(14,610		)	(11,212		)	951			10,261			(14,610		)
Effect of Foreign Currency Exchange Rate Changes on Cash and Cash Equivalents	—			—			(8		)	—			(8		)
Net Increase (Decrease) in Cash and Cash Equivalents	(133,640		)	(1,355		)	2,225			—			(132,770		)
Cash and Cash Equivalents, Beginning	138,926			2,680			53,062			—			194,668
Cash and Cash Equivalents, Ending	$	5,286		$	1,325		$	55,287		$	—		$	61,898