<PAGE> 1
FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended JULY 2, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to ___________
Commission file number 1-1370
BRIGGS & STRATTON CORPORATION
(Exact name of registrant as specified in its charter)
A Wisconsin Corporation 39-0182330
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
12301 WEST WIRTH STREET
WAUWATOSA, WISCONSIN 53222
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 414-259-5333
Securities registered pursuant to Section 12(b) of the Act:
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<CAPTION>
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
<S> <C>
Common Stock (par value $0.01 per share) New York Stock Exchange
Common Share Purchase Rights New York Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No______
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
The aggregate market value of voting stock held by nonaffiliates of the
registrant was approximately $1,074,139,000 based on the reported last sale
price of such securities as of September 8, 1995.
Number of Shares of Common Stock Outstanding at September 8, 1995: 28,927,000.
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K Into Which Portions
Document of Document are Incorporated
-------- ------------------------------------
Annual Report to Shareholders
for year ended July 2, 1995 Parts I (Item 1) and II
Proxy Statement for Annual Meeting
on October 18, 1995 Part III
The Exhibit Index is located on page 11.
<PAGE> 2
TABLE OF CONTENTS
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<CAPTION>
PART I
------
Item Page
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1. Business 1
2. Properties 3
3. Legal Proceedings 3
4. Submission of Matters to a Vote of Security Holders 3
Executive Officers of the Registrant 4
PART II
-------
5. Market for the Registrant's Common Equity and Related Stockholder Matters 6
6. Selected Financial Data 6
7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 6
8. Financial Statements and Supplementary Data 6
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 6
PART III
--------
10. Directors and Executive Officers of the Registrant 6
11. Executive Compensation 6
12. Security Ownership of Certain Beneficial Owners and Management 6
13. Certain Relationships and Related Transactions 6
PART IV
-------
14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 7
Signatures 8
</TABLE>
<PAGE> 3
PART I
Item 1. Business
Basic Business
Briggs & Stratton Corporation is the world's largest producer of air cooled
gasoline engines for outdoor power equipment. The Company designs,
manufactures, markets and services these products for original equipment
manufacturers worldwide. For many years, the Company was also the world's
largest producer of locks for automobiles and trucks. On February 27, 1995,
this automotive lock business was spun off to shareholders. For fiscal 1995,
engines, parts and related products accounted for 95% of sales. These engines
were air cooled aluminum alloy gasoline engines ranging from 3 through 20
horsepower. The remaining 5% of sales was provided by Briggs & Stratton
Technologies, the former lock division.
Engines
In fiscal 1995, approximately 84% of original equipment gasoline engine sales
were to manufacturers of lawn and garden equipment; approximately 16% were to
manufacturers of other powered equipment, primarily for the construction
industry and for agriculture. In the United States and Canada, engine sales are
primarily made directly to original equipment manufacturers.
Sales to the Company's largest engine customer, MTD Products Inc., were 18% of
total sales in fiscal 1995. Sales to its second largest customer, Tomkins PLC,
were 14% of sales and sales to its third largest customer, A B Electrolux, were
12% of sales. Under purchasing plans available to all gasoline engine
customers, the Company normally enters into annual engine supply agreements
with these producers of end products powered by the Company's gasoline engines.
Company management has no reason to anticipate a change from the continuation
of this practice or in its historical business relationships with these
companies.
The major domestic competitors of the Company in engine manufacturing are
Tecumseh Products Company, Kohler Co., Kawasaki Heavy Industries, Ltd., Honda
Motor Co., Ltd. and Onan Corporation. Also, two domestic lawn mower
manufacturers, Toro Co. under its Lawn-Boy brand and Honda, manufacture their
own engines. Eight Japanese small engine manufacturers, of which Honda and
Kawasaki are the largest, are worldwide competitors not only in the sale of
engines, but end products as well. Tecnamotor S.p.A., located in Italy and
owned by Tecumseh, is a major competitor in Europe. Major areas of competition
from all engine manufacturers are product quality, price, timely delivery and
service. The Company believes its product quality and service reputation have
given it the strong brand name identification it enjoys.
Servicing of all the Company's gasoline engine products is done by a network of
over 35,000 independent service parts distribution and repair outlets in the
United States and Canada and many foreign countries.
Manufacturing activity in the lawn and garden industry is driven by the need to
deliver new lawn mowers, garden tractors and tillers for retail sales in the
spring and early summer. Thus, demand from customers is at its height in their
winter and spring manufacturing season. Most engines are manufactured to
individual customer specifications. The Company offers financial incentives to
its OEMs to specify standardized engines; to take delivery during the off
season; and to commit early, for delivery at specific times during the busy
season. These programs, designed to level manufacturing activity, cause the
Company to build inventories of finished engines in the first and second
quarters. Thus, sales generally are highest in the March quarter and weakest in
the September quarter. Customer orders in the last three months of the fiscal
year depend on spring retail sales, so the June quarter is the least
predictable.
1
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General
The Company manufactures a majority of the components used in its products and
purchases the balance of its requirements. The Company manufactures its own
ductile and grey iron castings, aluminum die castings and a high percentage of
other major components, such as carburetors and ignition systems. The Company
also purchases certain finished standard commercial parts such as piston rings,
spark plugs, valves, zinc die castings and plastic components, some stampings
and screw machine parts and smaller quantities of other components. Raw
material purchases are for aluminum, steel, and brass. The Company believes its
sources of supply are adequate.
The Company holds certain patents on features incorporated in its products;
however, the success of the Company's business is not considered to be
primarily dependent upon patent protection. Licenses, franchises and
concessions are not a material factor in the Company's business. For the years
ending July 2, 1995, July 3, 1994 and June 27, 1993, the Company spent
approximately $13,112,000, $12,520,000 and $10,411,000, respectively, on
Company sponsored research activities relating to the development of new
products or the improvement of existing products.
The average number of persons employed by the Company during the fiscal year
was 8,584. Employment ranged from a low of 6,958 in June 1995 to a high of
9,506 in January 1995.
Financial Information About Industry Segments
Financial information about industry segments appears in Note 3 of the Notes to
Consolidated Financial Statements in the 1995 Annual Report to Shareholders and
is incorporated herein by reference.
Export Sales
Export sales for fiscal 1995 were $312,234,000 (23% of total sales), for fiscal
1994 were $264,866,000 (21% of total sales) and for fiscal 1993 were
$249,610,000 (22% of total sales). These sales were principally to customers in
European countries.
2
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Item 2. Properties
The corporate offices as well as the Company's largest engine manufacturing
facility are located in Wauwatosa, Wisconsin, a suburb of Milwaukee. Three
other facilities located in the Milwaukee metropolitan area are used for
production, warehousing and distribution of engines and engine parts. These are
owned facilities containing approximately 3,232,000 square feet of office,
warehouse and production area. Engines also are manufactured at a 295,000
square foot owned facility in Murray, Kentucky and a 236,000 square foot owned
facility in Poplar Bluff, Missouri.
The Company has four plants under construction. These are located in Rolla,
Missouri; Auburn, Alabama; Statesboro, Georgia and Ravenna, Michigan. The
plants, when completed in fiscal 1996, will allow the Company to better serve
its customers through added capacity and closer proximity to customer assembly
plants.
The engine business is seasonal, with demand for engines at its height in the
winter and early spring. Engine manufacturing operations run at capacity levels
during the peak season, with many operations running three shifts. Engine
operations generally run one shift in the summer, when demand is weakest and
production is considerably under capacity. During the winter, when finished
goods inventories reach their highest levels, owned warehouse space may be
insufficient and capacity may be expanded through rented space. Excess
warehouse space exists in the spring and summer seasons. The Company's owned
properties are well maintained.
The Company leases 173,000 square feet of space to house its European warehouse
in the Netherlands and its foreign sales and service operations in Australia,
Canada, France, Germany, New Zealand, Sweden, Switzerland and the United
Kingdom.
Item 3. Legal Proceedings
There are no pending legal proceedings that are required to be reported under
this item.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the three months ended July 2,
1995.
3
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Executive Officers of the Registrant
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<CAPTION>
Name, Age, Position Business Experience for Past Five Years
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<S> <C>
FREDERICK P. STRATTON, JR., 56 Mr. Stratton was elected to the position of
Chairman and Chief Executive Officer Chief Executive Officer in May 1977 and
(1)(2)(3) Chairman in November 1986. He also served
in the position of President from January 1992
to August 1994.
JOHN S. SHIELY, 43 Mr. Shiely was elected to his current position
President and Chief Operating Officer(1) in August 1994 after serving as Executive Vice
President - Administration since November 1991.
He joined the Company in June 1986 as General
Counsel and served as Vice President and General
Counsel from November 1990 to November 1991.
ROBERT H. ELDRIDGE, 57 Mr. Eldridge was elected to his current position
Executive Vice President and effective April 1995. He has served as Secretary -
Chief Financial Officer, Treasurer since January 1984.
Secretary - Treasurer(1)
MICHAEL D. HAMILTON, 53 Mr. Hamilton was elected to his present position
Executive Vice President - effective June 1989.
Sales and Service
JAMES A. WIER, 52 Mr. Wier was elected to his current position in
Executive Vice President - Operations April 1989.
ERIK ASPELIN, 54 Mr. Aspelin assumed his current position in
Vice President - Distribution July 1989.
Sales and Service
JAMES E. BRENN, 47 Mr. Brenn was elected to his current position in
Vice President and Controller November 1988.
RICHARD J. FOTSCH, 40 Mr. Fotsch was elected an executive officer
Vice President; General Manager - in May 1993 after serving the Small Engine
Small Engine Division Division as General Manager from July 1989
to July 1990 and as Vice President and
General Manager from July 1990 to May 1993.
</TABLE>
4
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<TABLE>
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HUGO A. KELTZ, 47 Mr. Keltz was elected an executive officer in May 1992
Vice President - International after serving as Vice President - International since
June 1991. He served as Regional Director - Europe
from November 1989 to June 1991.
PAUL M. NEYLON, 48 Mr. Neylon was elected an executive officer in May 1993,
Vice President; General Manager - after serving the Vanguard Division as Vice President
Vanguard Division and General Manager since November 1991. He previously
served the Castings Division as Vice President and General
Manager from July 1990 to November 1991.
STEPHEN H. RUGG, 48 Mr. Rugg was elected to his current position in
Vice President - Sales and Marketing November 1988.
THOMAS R. SAVAGE, 47 Mr. Savage was elected to his current position in
Vice President - Administration November 1994 after serving as General Counsel since
and General Counsel joining the Company in April 1992. He held the position
of Vice President, Secretary and General Counsel at Sta-
Rite Industries, Inc., a manufacturer of pumps and other
fluids-handling equipment and controls, from 1984 to 1992.
GREGORY D. SOCKS, 46 Mr. Socks was elected an executive officer in May 1993
Vice President; General Manager - after serving the Large Engine Division as General
Large Engine Division Manager from August 1989 to July 1990 and Vice President
and General Manager from July 1990 to May 1993.
GERALD E. ZITZER, 48 Mr. Zitzer was elected to his current position in
Vice President - Human Resources November 1988.
</TABLE>
(1) Officer is also a Director of the Company.
(2) Member of Executive Committee.
(3) Member of Planning Committee.
Officers are elected annually and serve until their successors are elected and
qualify.
5
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PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
Information required by this Item is incorporated by reference to "Quarterly
Financial Data, Dividend and Market Information" on page 31 of the 1995 Annual
Report to Shareholders.
Item 6. Selected Financial Data
Information required by this Item appears under the heading "Ten Year
Comparisons" on pages 32 and 33 of the 1995 Annual Report to Shareholders and
is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Management's discussion and analysis of results of operations and financial
condition of the Company appears on pages 28 through 30 of the 1995 Annual
Report to Shareholders and is incorporated by reference in this Form 10-K.
Item 8. Financial Statements and Supplementary Data
The information required by Item 8 is incorporated by reference from the
Consolidated Financial Statements and Notes to Consolidated Financial
Statements appearing on pages 12 through 25 and page 31 of the 1995 Annual
Report to Shareholders.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The Company has not changed independent accountants in the last two years.
PART III
Item 10. Directors and Executive Officers of the Registrant
Information pertaining to directors is incorporated herein by reference from
pages 2 and 3 of the Company's 1995 Annual Meeting Proxy Statement dated
September 11, 1995. Information regarding executive officers required by Item
401 of Regulation S-K is furnished in Part I of this Form 10-K. Information
required by Item 405 of Regulation S-K is incorporated by reference from page 6
of the Company's 1995 Annual Meeting Proxy Statement.
Item 11. Executive Compensation
The information required by Item 11 is incorporated by reference from the
section entitled Election of Directors on page 2, the final two paragraphs of
the Nominating and Salaried Personnel Committee Report on Executive
Compensation found on page 11 and the Executive Compensation section found on
pages 12-16 of the Company's 1995 Annual Meeting Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by Item 12 is incorporated by reference from pages 5
and 6 of the Company's 1995 Annual Meeting Proxy Statement.
Item 13. Certain Relationships and Related Transactions
The information required by Item 13 is incorporated by reference from pages 4
and 18 of the Company's 1995 Annual Meeting Proxy Statement.
6
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) The following documents are filed as a part of this report:
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Page Reference
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1995
Annual Report
1995 to
Form 10-K Shareholders
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1. Financial Statements
Consolidated Balance Sheets,
July 2, 1995 and July 3, 1994 13*
For the Years Ended July 2, 1995,
July 3, 1994 and June 27, 1993:
Consolidated Statements of Income and
Shareholders' Investment 12*, 14*
Consolidated Statements of Cash Flow 15*
Notes to Consolidated Financial Statements 16-25*
Report of Independent Public Accountants 27*
* Incorporated herein by reference to the Registrant's 1995 Annual Report to
Shareholders for the fiscal year ended July 2, 1995.
2. Financial Statement Schedules
Report of Independent Public Accountants 9
Schedule II - Valuation and Qualifying
Accounts 10
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or the notes
thereto.
The individual financial statements of the Registrant have been
omitted since the Registrant is primarily an operating company and the
subsidiaries included in the consolidated statements are wholly owned.
3. Exhibits
See Exhibit Index on page 11 of this report, which is incorporated
herein by reference. Each management contract or compensatory plan or
arrangement required to be filed as an exhibit to this report is
identified in the Exhibit Index by an asterisk following the Exhibit
Number.
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
7
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BRIGGS & STRATTON CORPORATION
By /s/ R. H. Eldridge
--------------------------
R. H. Eldridge
September 20, 1995 Executive Vice President and
Chief Financial Officer, Secretary-Treasurer
- --------------------------------------------------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Frederick P. Stratton, Jr. and Robert H. Eldridge, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments to this report, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their substitutes, may lawfully
do or cause to be done by virtue thereof.
- --------------------------------------------------------------------------------
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
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/s/ F. P. Stratton, Jr. /s/ John L. Murray
- -------------------------------------- --------------------------------------
F.P. Stratton, Jr. September 20, 1995 John L. Murray September 20, 1995
Chairman and Chief Executive Officer and Director
Director (Principal Executive Officer)
/s/ R. H. Eldridge /s/ C. B. Rogers, Jr.
- -------------------------------------- --------------------------------------
Robert H. Eldridge September 20, 1995 C. B. Rogers, Jr. September 20, 1995
Executive Vice President and Director
Chief Financial Officer, Secretary-Treasurer
and Director (Principal Financial Officer)
/s/ James E. Brenn /s/ John S. Shiely
- -------------------------------------- --------------------------------------
James E. Brenn September 20, 1995 John S. Shiely September 20, 1995
Vice President and Controller President and Chief Operating Officer and
(Principal Accounting Officer) Director
/s/ Michael E. Batten /s/ Charles I. Story
- -------------------------------------- --------------------------------------
Michael E. Batten September 20, 1995 Charles I. Story September 20, 1995
Director Director
/s/ Peter A. Georgescu /s/ Elwin J. Zarwell
- -------------------------------------- --------------------------------------
Peter A. Georgescu September 20, 1995 Elwin J. Zarwell September 20, 1995
Director Director
</TABLE>
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in the Briggs & Stratton Corporation
Annual Report to Shareholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated July 28, 1995. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The
schedule listed in the accompanying index is the responsibility of the
Company's management and is presented for purposes of complying with the
Securities and Exchange Commission's rules and is not part of the basic
consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the basic consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
July 28, 1995.
9
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
<TABLE>
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Provision
Balance at Charged Balance at
Beginning to Profit End of
Description of Period and Loss Payments Period
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<S> <C> <C> <C> <C>
Year Ended June 27, 1993
- ------------------------
Estimated warranty
expense to be incurred $25,828,000 $23,523,000 $21,033,000 $28,318,000
=========== =========== =========== ===========
Year Ended July 3, 1994
- -----------------------
Estimated warranty
expense to be incurred $28,318,000 $23,694,000 $22,212,000 $29,800,000
=========== =========== =========== ===========
Year Ended July 2, 1995
- -----------------------
Estimated warranty
expense to be incurred $29,800,000 $26,049,000 $25,496,000 $30,353,000
=========== =========== =========== ===========
</TABLE>
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BRIGGS & STRATTON CORPORATION
EXHIBIT INDEX
1995 ANNUAL REPORT ON FORM 10-K
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<CAPTION>
Exhibit
Number Description
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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.)
3.2 Bylaws.
(Filed as Exhibit 3.2 to the Company's Registration Statement on Form 8-B dated
October 12, 1992 and incorporated by reference herein.)
4.1 Rights Agreement dated as of December 20, 1989, between Briggs & Stratton
Corporation and First Wisconsin Trust Company 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 1 to the Company's Report on Form 8-K dated December 20,
1989 and incorporated by reference herein.)
4.2 Amendment to Rights Agreement.
(Filed as Exhibit 4.1 to the Company's Report on Form 10-Q for the quarter
ended January 2, 1995, and incorporated by reference herein.)
4.3 Certificate of Adjustment to the Rights Agent concerning Briggs & Stratton
Corporation Shareholders Rights Plan.
(Filed herewith.)
4.4 Certificate of Adjustment to the Rights Agent concerning Briggs & Stratton
Corporation Shareholders Rights Plan. (Second Adjustment)
(Filed herewith.)
10.0* Forms of Officer Employment Agreements.
(Filed as Exhibit 10.0 to the Company's Annual Report on Form 10-K for fiscal
year ended June 27, 1993 and incorporated by reference herein.)
10.1* Survivor Annuity Plan.
(Filed as Exhibit 10.1 to the Company's Annual Report on Form 10-K for fiscal
year ended June 30, 1986 and incorporated by reference herein.)
10.2* Supplemental Retirement Program.
(Filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for fiscal
year ended June 30, 1990 and incorporated by reference herein.)
10.3(a)* Economic Value Added Incentive Compensation Plan.
(Filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for fiscal
year ended June 27, 1993 and incorporated by reference herein.)
10.3(b)* Economic Value Added Incentive Compensation Plan, as amended and restated
effective April 18, 1995.
(Filed herewith.)
10.4* Form of Change of Control Employment Agreements.
(Filed as Exhibit 10.4 to the Company's Annual Report on Form 10-K for fiscal
year ended June 27, 1993 and incorporated by reference herein.)
10.5(a)* 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 herewith.)
</TABLE>
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<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
10.5(b)* Amendment to Trust Agreement with an independent trustee to provide payments
under various compensation agreements with company employees.
(Filed herewith.)
10.6* Stock Incentive Plan.
(Filed as Exhibit A to the Company's 1993 Annual Meeting Proxy Statement,
which was filed as Exhibit 100A to the Company's Annual Report on Form 10-K
for fiscal year ended June 27, 1993 and incorporated by reference herein.)
10.7(a)* Leveraged Stock Option Program.
(Filed as Exhibit 10.7 to the Company's Annual Report on Form 10-K for fiscal
year ended June 27, 1993 and incorporated by reference herein.)
10.7(b)* Amendment to Leveraged Stock Option Program.
(Filed herewith.)
10.8* Deferred Compensation Agreement.
(Filed as Exhibit 10.8 to the Company's Annual Report on Form 10-K for fiscal
year ended July 3, 1994.)
10.9* Amended Deferred Compensation Agreement for Fiscal 1995.
(Filed herewith.)
10.10* Deferred Compensation Agreement for Fiscal 1996.
(Filed herewith.)
13 Annual Report to Shareholders for Year Ended July 2, 1995.
(Filed herewith solely to the extent specific portions thereof are incorporated
herein by reference.)
21 Subsidiaries of the Registrant.
(Filed herewith.)
23 Consent of Independent Public Accountants.
(Filed herewith.)
24 Power of Attorney
(Included in the Signatures Page of this report.)
27 Financial Data Schedule
(Filed herewith.)
</TABLE>
- ---------------
* Management contracts and executive compensation plans and arrangements
required to be filed as exhibits pursuant to Item 14(c) of Form 10-K.
12
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BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT NO. 4.3
CERTIFICATE OF ADJUSTMENT TO THE RIGHTS AGENT CONCERNING
BRIGGS & STRATTON CORPORATION SHAREHOLDER RIGHTS PLAN.
Prior to the Briggs & Stratton Corporation (the "Company") 1994
Two-For-One Stock Split, each Right issued with respect to each outstanding
share of Common Stock of the Company ("Common Share") evidenced the right to
purchase one-half (1/2) of one (1) Common Share at a Purchase Price of
Eighty-Five Dollars ($85.00) per full share under the terms outlined in the
Rights Agreement, dated as of December 20, 1989, between the Company and First
Wisconsin Trust Company (now known as Firstar Trust Company), as Rights Agent.
As a result of the 1994 Two-For-One Stock Split and by operation of Section
11(a) of the Rights Agreement, each Right attached to each Common Share now
evidences the right to purchase one-half (1/2) of one (1) Common Share at the
adjusted Purchase Price of Forty-Two Dollars and Fifty Cents ($42.50) per full
Common Share. This adjustment is necessary to maintain the economic equivalency
of the Rights after the 1994 Two-For-One Stock Split.
/s/ R.H. Eldridge
----------------------------
Robert H. Eldridge, Secretary
Briggs & Stratton Corporation
April 28, 1995
----------------------------
Date
- ---------------------------
CORPORATE SEAL
1
<PAGE> 1
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT NO. 4.4
CERTIFICATE OF ADJUSTMENT TO THE RIGHTS AGENT CONCERNING
BRIGGS & STRATTON CORPORATION SHAREHOLDER RIGHTS PLAN.
(SECOND ADJUSTMENT)
Prior to Briggs & Stratton Corporation's (the "Company") February 27,
1995 distribution to the Company's shareholders of record on February 16, 1995
of all of the outstanding shares of the Company's subsidiary, STRATTEC SECURITY
CORPORATION ("STRATTEC"), each Right issued with respect to each outstanding
share of Common Stock of the Company ("Common Share"), as adjusted in
connection with the Company's 1994 Two-For-One Stock Split, evidenced the right
to purchase one-half (1/2) of one (1) Common Share at a Purchase Price of
Forty-Two Dollars and Fifty Cents ($42.50) per full share under the terms
outlined in the Rights Agreement, dated as of December 20, 1989, between the
Company and First Wisconsin Trust Company (now known as Firstar Trust Company),
as Rights Agent.
As a result of the distribution of STRATTEC and by operation of
Sections 11(c) and (h) of the Rights Agreement, each Right attached to each
Common Share now evidences the right to purchase .5409 of one (1) Common Share
at the adjusted Purchase Price of Thirty-Nine Dollars and Twenty-Nine Cents
($39.29) per full Common Share. For purposes of calculating these adjustments
required by Sections 11(c) and (h) of the Rights Agreement, the Company's Board
of Directors determined the fair market value of the STRATTEC distribution to
be Two Dollars and Sixty-Two and One-Half Cents ($2.625) per full Common Share.
The fair market value was determined by utilizing the New York Stock Exchange,
Inc. adjustment to the Company's Common Share price as a result of the
distribution of STRATTEC.
These adjustments to the Purchase Price and to the number of Common
Shares covered by each Right are necessary to maintain the economic equivalency
of the Rights after the distribution of STRATTEC. A copy of the calculation of
the adjustments is attached hereto.
/s/ R.H. Eldridge
--------------------------------------
Robert H. Eldridge, Secretary
Briggs & Stratton Corporation
April 28, 1995
--------------------------------------
Date
(CORPORATE SEAL)
<PAGE> 2
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT 4.4
(ATTACHMENT)
DETAILED CALCULATION FOR RIGHTS PLAN ADJUSTMENT AS A RESULT
OF THE DISTRIBUTION OF STRATTEC SECURITY CORPORATION
I. Purchase Price Adjustment (Per Section 11(c) of the Rights Agreement)
Adjusted Purchase Price =
Current Per Share Market Price* less the Fair Market Value
of the STRATTEC Distribution
Purchase Price x ----------------------------------------------------------
Current Per Share Market Price*
34.729 - 2.625
Adjusted Purchase Price = 42.50 x --------------
34.729
Adjusted Purchase Price = $39.29
II. Exercise Ratio Adjustment (Per Section 11(h) of the Rights Agreement)
Purchase Price
Adjusted Exercise Ratio = Exercise Ratio x -----------------------
Adjusted Purchase Price
42.50
Adjusted Exercise Ratio = .5 x -----
39.29
Adjusted Exercise Ratio = .5409
_________________
*As defined in Section 11(d) of the Rights Agreement, the Current Per
Share Market Price is the average of the daily closing prices per share of the
Common Shares on the NYSE Consolidated Tape for the 30 consecutive Trading Days
(as defined in the Rights Agreement) prior to February 16, 1995 (the Record
Date for the STRATTEC Distribution).
<PAGE> 1
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT NO. 10.3 (b)
ECONOMIC VALUE ADDED INCENTIVE COMPENSATION PLAN,
AS AMENDED AND RESTATED EFFECTIVE APRIL 18, 1995.
<PAGE> 2
BRIGGS & STRATTON CORPORATION
ECONOMIC VALUE ADDED INCENTIVE COMPENSATION PLAN
As adopted by the Board of Directors on November 12, 1990,
and amended and restated by resolution of the Board of Directors
effective as of April 18, 1995.
I. Plan Objectives
A. To promote the maximization of shareholder value over the long term
by providing incentive compensation to key employees of Briggs &
Stratton Corporation (the "Company") in a form which is designed to
financially reward participants for an increase in the value of the
Company to its shareholders.
B. To provide competitive levels of compensation to enable the Company to
attract and retain employees who are able to exert a significant
impact on the value of the Company to its shareholders.
C. To encourage teamwork and cooperation in the achievement of Company
goals.
D. To recognize differences in the performance of individual participants.
II. Plan Administration
The Nominating and Salaried Personnel Committee of the Board of
Directors (the "Committee") shall be responsible for the design,
administration, and interpretation of the Plan.
III.Definitions
A. "Accrued Bonus" means the bonus, which may be negative or positive,
which is calculated in the manner set forth in Section V. A.
B. "Actual EVA" means the EVA as calculated for the relevant Plan Year.
C. "Base Salary" means the amount of a Participant's base compensation
earned during the Plan Year without adjustment for bonuses, salary
deferrals, value of benefits, imputed income, special payments, amounts
contributed to a savings plan or similar items.
D. "Capital" means the Company's weighted average monthly operating
capital for the Plan Year, calculated as follows:
Current Assets
- Nonoperating Investments
+ Bad Debt Reserve
+ LIFO Reserve
- Future Income Tax Benefits
- Current Noninterest-Bearing Liabilities
+ Warranty Reserve
+ Environmental Reserve
2
<PAGE> 3
- Property, Plant, Equipment, Net
- Construction in Progress
+ Other Assets (not including prepaid Pension Costs)
(+/-)Unusual Capital Items
E. "Capital Charge" means the deemed opportunity cost of employing Capital
in the Company's businesses, determined as follows:
Capital Charge = Capital x Cost of Capital
F. "Cost of Capital" means the weighted average of the cost of equity and
the after tax cost of debt for the relevant Plan Year. The Cost of
Capital will be determined (to the nearest tenth of a percent) by the
Committee prior to each Plan Year, consistent with the following
methodology:
a) Cost of Equity = Risk Free Rate + (Business Risk Index x Average
Equity Risk Premium)
b) Debt Cost of Capital = Debt Yield x (1 - Tax Rate)
c) The weighted average of the Cost of Equity and the Debt Cost of
Capital is determined by reference to the actual debt-to-capital
ratio
where the Risk Free Rate is the average daily closing yield rate on 30
year U.S. Treasury Bonds for the month of March immediately preceding
the relevant Plan Year, the Business Risk Index is determined by
reference to the Beta shown in the most recently available Value Line
report on the Company, the Average Equity Risk Premium is 6%, the Debt
Yield is the weighted average yield of all borrowing included in the
Company's permanent capital, and the tax rate is the combination of the
relevant federal and state income tax rates.
G. "Divisional EVA Performance Factor" means an Individual
Performance Factor calculated in the same manner as the Company
Performance Factor as set forth in Section VI. A., except that EVA,
Actual EVA, Target EVA, EVA Leverage Factor, NOPAT, Capital, Capital
Charge, Cost of Capital and other relevant terms shall be defined by
reference to the particular division, not by reference to the entire
Company.
H. "Economic Value Added" or "EVA" means the NOPAT that remains after
subtracting the Capital Charge, expressed as follows:
<TABLE>
<CAPTION>
<S> <C>
NOPAT
Less: Capital Charge
--------------
Equals: EVA
</TABLE>
EVA may be positive or negative.
I. "EVA Leverage Factor" means the expected deviation in EVA from the
average EVA, generally reflected as a percentage of capital
employed. For purposes of this Plan, the Company's EVA Leverage Factor
is determined to be $27 million.
3
<PAGE> 4
J. "NOPAT" means cash adjusted net operating profits after taxes for the
Plan Year, calculated as follows:
Net Sales
- Cost of Goods Sold
(+ -) Change in LIFO Reserve
- Engineering/Selling & Admin.
- Normal Pension Costs
(+ -) Change in Bad Debt Reserve
(+ -) Change in the Prepaid Pension Asset or
Liability
(+ -) Change in Warranty Reserve
(+ -) Change in Environmental Reserve
(+ -) Other Income & Expense on Non-Operating
Investments
(+ -) Other Unusual Income or Expense Items
(+ -) Amortization of Unusual Income or Expense Items
- Cash Taxes on the Above (+/- change in deferred
tax liability)
K. "Plan Year" means the one year period coincident with the Company's
fiscal year.
L. "Senior Executives" means those Participants designated as Senior
Executives by the Committee with respect to any Plan Year.
M. "Target EVA" means the target level of EVA for the Plan Year, determined
as follows:
a) For Plan Year ending July 3, 1994 The Actual EVA for 1993 plus
Expected Improvement.
b) For subsequent Plan Years:
<TABLE>
<CAPTION>
<S> <C>
Prior Year Prior Year
Current Plan Target EVA + Actual EVA Expected
Year Target EVA = ------------------------ + Improvement
2
</TABLE>
Expected Improvement will be $4 million. The Expected Improvement
shall not be added to the current Plan Year Target EVA to the extent
it would make such Target EVA exceed $25 million.
IV. Eligibility
A. Eligible Positions. In general, all Company Officers, Division
General Managers, and members of the corporate operations group, and
certain direct reports of such individuals may be eligible for
participation in the Plan. However, actual participation will depend
upon the contribution and impact each eligible employee may have on the
Company's value to its shareholders, as determined by the Chairman and
CEO and President and COO of the Company, and approved by the
Committee.
B. Nomination and Approval. Each Plan Year, the Chairman and CEO and the
President and COO of the Company will nominate eligible employees to
participate in the Plan for the next Plan Year. The Committee will have
the final authority to select Plan participants (the "Participants")
among the eligible employees nominated by the Chairman and CEO and
4
<PAGE> 5
the President and COO of the Company. Continued participation in the
Plan is contingent on approval of the Committee. Selection
normally will take place, and will be communicated to each Participant,
prior to the beginning of the pertinent Plan Year.
V. Individual Participation Levels
A. Calculation of Accrued Bonus. Each Participant's Accrued Bonus will be
determined as a function of the Participant's Base Salary, the
Participant's Target Incentive Award (provided in paragraph V.B.,
below), Company Performance Factor (provided in Section VI.A.) and
the Individual Performance Factor (provided in Section VI.B.) for the
Plan Year. Each Participant's Accrued Bonus will be calculated as
follows:
<TABLE>
<S><C>
Target Company Target Individual
Participant's X Incentive X Performance Participant's X Incentive X Performance
Base Salary Award Factor + Base Salary Award Factor
- ----------------------------------------------------- ----------------------------------------------
2 2
</TABLE>
B. Target Incentive Awards. The Target Incentive Awards will be determined
according to the following schedule:
<TABLE>
<CAPTION>
Target Incentive Award
Executive Position (% of Base Salary)
------------------ -------------------
<S> <C>
Chairman and CEO 80%
President and COO 60%
Executive Vice President 50%
Secretary-Treasurer 50%
Corporate Line Executive (Officer) 35%
Division General Manager 35%
Corporate Staff Executive (Officer) 35%
All Others 20%
</TABLE>
VI. Performance Factors
A. Company Performance Factor Calculation. For any Plan Year, the Company
Performance Factor will be calculated as follows:
Company Performance Factor = 1.00 + Actual EVA - Target EVA
-----------------------
EVA Leverage Factor
B. Individual Performance Factor Calculation. Determination of the
Individual Performance Factor will be the responsibility of the
individual to whom the participant reports. This determination will
be subject to approval by the Committee and should be in conformance
with the process set forth below:
(1) Quantifiable Supporting Performance Factors. The Individual
Performance Factor of the Accrued Bonus calculation will be based on
the accomplishment of individual, financial and/or other goals
("Supporting Performance Factors"). Whenever possible, individual
performance will be evaluated according to quantifiable benchmarks
of success. These Supporting Performance Factors will represent an
achievement percentage continuum that ranges from 50% to 150% of the
5
<PAGE> 6
individual target award opportunity, and will be enumerated from .5
to 1.5 based on such continuum. Provided, however, that if the
quantifiable Supporting Performance Factor is based on divisional
EVA and is calculated in the same manner as the Company Performance
Factor as set forth in Section VI.A. with respect to such division
(such Supporting Performance Factor referred to herein as a
Divisional EVA Performance Factor), then the Supporting Performance
Factor may be unlimited, if so approved by the Committee. A
quantifiable Supporting Performance Factor may also be unlimited
if the quantifiable Supporting Performance Factor as approved by the
Committee for such individual is the same as the Company Performance
Factor determined in accordance with Section VI.A.
(2) Non-Quantifiable Supporting Performance Factors. When performance
cannot be measured according to a quantifiable monitoring system, an
assessment of the Participant's overall performance may be made
based on a non-quantifiable Supporting Performance Factor (or
Factors). The person to whom the Participant reports will evaluate
the Participant's performance, and this evaluation will determine
the Participant's Supporting Performance Factor (or Factors)
according to the following schedule:
<TABLE>
<CAPTION>
Individual Supporting
Performance Rating Performance Factor
------------------ ------------------
<S> <C>
Outstanding 1.3-1.5
Excellent 1.1-1.3
Good .9-1.1
Satisfactory .5-.9
Unsatisfactory 0
</TABLE>
(3) Aggregate Individual Performance Factor. The Individual
Performance Factor to be used in the calculation of the Accrued Bonus
shall be equal to the sum of the quantifiable and/or
non-quantifiable Supporting Performance Factor(s), divided by the
number of Supporting Performance Factors. To illustrate, assume a
Participant with two Supporting Performance Factors:
<TABLE>
<S> <C>
Quantifiable Non-Quantifiable
Supporting + Supporting
Individual Performance Performance
Performance = Factor A Factor B
Factor --------------------------------------------------------
2
</TABLE>
Notwithstanding the foregoing and subject to the approval of the
Committee, the individual to whom the Participant reports shall
have the authority to weight the Supporting Performance Factors,
according to relative importance. The weighting of each Supporting
Performance Factor shall be expressed as a percentage, and the sum of
the percentages applied to all of the Supporting Performance Factors
shall be 100%. The Individual Performance Factor, if weighted factors
are used, will then be equal to the weighted average of such
Supporting Performance Factors.
6
<PAGE> 7
VII. Change in Status During the Plan Year
A. New Hire, Transfer, Promotion, Demotion
A newly hired employee or an employee transferred, promoted, or
demoted during the Plan Year to a position qualifying for
participation (or leaving the participating class) may accrue
(subject to discretion of the Committee) a pro rata Accrued Bonus
based on the percentage of the Plan Year (actual weeks/full year
times a full year award amount for that position) the employee is in
each participating position.
B. Discharge
An employee discharged during the Plan Year shall not be eligible for
an Accrued Bonus, even though his or her service arrangement or
contract extends past year-end, unless the Committee determines
that the conditions of the termination indicate that a prorated
Accrued Bonus is appropriate. The Committee shall have full and final
authority in making such a determination.
C. Resignation
An employee who resigns during the Plan Year to accept employment
elsewhere (including self-employment) will not be eligible for an
Accrued Bonus.
D. Death, Disability, Retirement
If a Participant's employment is terminated during a Plan Year by
reason of death, disability, or normal or early retirement under
the Company's retirement plan, a tentative Accrued Bonus will be
calculated as if the Participant had remained employed as of the end
of the Plan Year. The final Accrued Bonus will be calculated by
multiplying the tentative Accrued Bonus by a proration factor. The
proration factor will be equal to the number of full weeks of
employment during the Plan Year divided by fifty-two.
Each employee may name any beneficiary or beneficiaries (who may be
named contingently or successively) to whom any benefit under this
Plan is to be paid in case of the employee's death.
Each such designation shall revoke all prior designations by the
employee, shall be in the form prescribed by the Committee, and
shall be effective only when filed by the employee in writing with
the Committee during his or her lifetime.
In the absence of any such designation, benefits remaining unpaid at
the employee's death shall be paid to the employee's estate.
E. Leave of Absence
An employee whose status as an active employee is changed during a
Plan Year as a result of a leave of absence may, at the discretion of
the Committee, be eligible for a pro rata Accrued Bonus determined
in the same way as in paragraph D. of this Section.
VIII. Bonus Paid and Bonus Bank
All or a portion of the Accrued Bonus will be either paid to the
Participant or credited to or charged against the Bonus Bank as
provided in this Article.
7
<PAGE> 8
A. Participants Who Are Not Senior Executives. All positive Accrued
Bonuses of Participants who are not Senior Executives for the Plan
Year shall be paid in cash, less amounts required by law to be
withheld for income and employment tax purposes, on or before the end
of the second month following the end of the Plan Year in which the
Accrued Bonus was earned. Participants who are not Senior Executives
shall not be charged or otherwise assessed for negative Accrued
Bonuses nor shall such Participants have any portion of their Accrued
Bonuses banked.
B. Participants Who Are Senior Executives. The Total Bonus Payout to
Participants who are Senior Executives for the Plan Year shall be
as follows:
<TABLE>
<S> <C>
Accrued Bonus
Less: Extraordinary Bonus Accrual
Plus: Bank Payout
-----------
Equals: Total Bonus Payout
</TABLE>
The Total Bonus Payout for each Plan Year, less amounts
required by law to be withheld for income tax and employment tax
purposes, shall be paid on or before the end of the second month
following the end of the Plan Year in which it was earned.
C. Establishment of a Bonus Bank. To encourage a long term
commitment to the enhancement of shareholder value by Senior
Executives, "Extraordinary Bonus Accruals" shall be credited to an
"at risk" deferred account ("Bonus Bank") for each such Participant,
and all negative Accrued Bonuses shall be charged against the Bonus
Bank, as determined in accordance with the following:
1. "Bonus Bank" means, with respect to each Senior Executive, a
bookkeeping record of an account to which Extraordinary Bonus
Accruals are credited, and negative Accrued Bonuses debited as the
case may be, for each Plan Year, and from which bonus payments to
such Senior Executive are debited.
2. "Bank Balance" means, with respect to each Senior Executive,
a bookkeeping record of the net balance of the amounts credited to
and debited against such Senior Executive's Bonus Bank. The Bank
Balance shall initially be equal to zero.
3. "Extraordinary Bonus Accrual" shall mean the amount of the
Accrued Bonus for any year that exceeds 1.25 times the portion of
the Senior Executive's Base Salary which is represented by the
Target Incentive Award in the event that the beginning Bank Balance
is positive or zero, and .75 times the portion of the Senior
Executive's Base Salary which is represented by the Target Incentive
Award in the event that the beginning Bank Balance is negative.
4. Annual Allocation. Each Senior Executive's Extraordinary
Bonus Accrual or negative Accrued Bonus is credited or debited to
the Bonus Bank maintained for that Senior Executive. Such Annual
Allocation will occur as soon as possible after the conclusion of
each Plan Year. Although a Bonus Bank may, as a result of negative
Accrual Bonuses have a deficit, no Senior Executive shall be
required, at any time, to reimburse his/her Bonus Bank.
5. "Available Balance" means the Bank Balance at the point in
time immediately after the Annual Allocation has been made.
6. "Payout Percentage" means the percentage of the Available
Balance that may be paid out in cash to the Participant. The Payout
Percentage will equal 33%.
8
<PAGE> 9
7. "Bank Payout" means the amount of the Available Balance that
may be paid out in cash to the Senior Executive for each Plan Year.
The Bank Payout is calculated as follows:
Bank Payout = Available Balance x Payout Percentage
The Bank Payout is subtracted from the Bank Balance.
8. Treatment of Available Balance Upon Termination
a) Resignation or Termination With Cause. Senior
Executives leaving voluntarily to accept employment elsewhere
(including self-employment) or who are terminated with cause
will forfeit their Available Balance.
b) Retirement, Death, Disability or Termination Without
Cause. In the event of a Senior Executive's normal or early
retirement under the Company's retirement plan, death,
disability, or termination without cause, the Available
Balance, less amounts required by law to be withheld for
income tax and employment tax purposes, shall be paid to the
Senior Executive on or before the end of the second month
following the end of the Plan Year in which the termination
for one of such events occurred.
c) For purposes of this Plan "cause" shall mean:
(i) any act or acts of the Participant constituting
a felony under the laws of the United States,
any state thereof or any foreign jurisdiction;
(ii) any material breach by the Participant of any
employment agreement with the Company or the
policies of the Company or the willful and
persistent (after written notice to the
Participant) failure or refusal of the
Participant to comply with any lawful directives
of the Board;
(iii) a course of conduct amounting to gross neglect,
willful misconduct or dishonesty; or
(iv) any misappropriation of material property of
the Company by the Participant or any
misappropriation of a corporate or business
opportunity of the Company by the Participant.
IX. Administrative Provisions
A. Amendments. The Board of Directors of the Company shall have
the right to modify or amend this Plan from time to time, or suspend
it or terminate it entirely; provided that no such modification,
amendment, suspension, or termination may, without the consent of
any affected participants (or beneficiaries of such participants in
the event of death), reduce the rights of any such participants (or
beneficiaries, as applicable) to a payment or distribution already
earned under Plan terms in effect prior to such change.
B. Interpretation of Plan. Any decision of the Committee with
respect to any issues concerning individuals selected for awards,
the amount, terms, form and time of payment of awards, and
interpretation of any Plan guideline, definition, or requirement
shall be final and binding.
C. Effect of Award on Other Employee Benefits. By acceptance of a
bonus award, each recipient agrees that such award is special
additional compensation and that it will not affect any
9
<PAGE> 10
employee benefit, e.g., life insurance, etc., in which the
recipient participates, except as provided in paragraph D. below.
D. Retirement Programs. Awards made under this Plan shall be
included in the employee's compensation for purposes of the Company
Retirement Plans and Savings Plan.
E. Right to Continued Employment; Additional Awards. The receipt
of a bonus award shall not give the recipient any right to continued
employment, and the right and power to dismiss any employee is
specifically reserved to the Company. In addition, the receipt of a
bonus award with respect to any Plan Year shall not entitle the
recipient to an award with respect to any subsequent Plan Year.
F. Adjustments to Performance Goals. When a performance goal is
based on Economic Value Added or other quantifiable financial or
accounting measure, it may be necessary to exclude significant
nonbudgeted or noncontrollable gains or losses from actual financial
results in order to properly measure performance. The Committee will
decide those items that shall be considered in adjusting actual
results. For example, some types of items that may be considered for
exclusion are:
(1) Any gains or losses which will be treated as
extraordinary in the Company's financial statements.
(2) Profits or losses of any entities acquired by the
Company during the Plan Year, assuming they were not included
in the budget and/or the goal.
(3) Material gains or losses not in the budget and/or the
goal which are of a nonrecurring nature and are not considered
to be in the ordinary course of business. Some of these would
be as follows:
(a) Gains or losses from the sale or disposal of real
estate or property.
(b) Gains resulting from insurance recoveries when such
gains relate to claims filed in prior years.
(c) Losses resulting from natural catastrophes, when the
cause of the catastrophe is beyond the control of the
Company and did not result from any failure or negligence
on the Company's part.
G. Vesting. All amounts due but unpaid to any Participant under
this Plan shall vest, subject to the terms of this EVA Plan, upon
actual termination of employment of the Participant.
X. Miscellaneous
A. Indemnification. Each person who is or who shall have been a
member of the Committee or of the Board, or who is or shall have
been an employee of the Company, shall not be liable for, and shall
be indemnified and held harmless by the Company from any loss, cost,
liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with any claim, action, suit,
or proceeding to which he or she may be a party by reason of any
action taken or failure to act under this Plan. The foregoing right
of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the
Company's Articles of Incorporation or Bylaws, as a matter of
10
<PAGE> 11
law, or otherwise, or any power that the Company may have to
indemnify them or hold them harmless.
B. Expenses of the Plan. The expenses of administering this Plan
shall be borne by the Company.
C. Withholding Taxes. The Company shall have the right to deduct
from all payments under this Plan any Federal or state taxes
required by law to be withheld with respect to such payments.
D. Governing Law. This Plan shall be construed in accordance with
and governed by the laws of the State of Wisconsin.
11
<PAGE> 1
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT NO. 10.5(a)
TRUST AGREEMENT
THIS AGREEMENT, made as of this 31st day of January, 1995, by and between
Briggs & Stratton Corporation (Company) and Johnson Heritage Trust Company
(Trustee);
WHEREAS, this trust was created November 1, 1989, and thereafter the
Internal Revenue Service, in July, 1992, published Revenue Procedure 92-64,
containing a model form of "Rabbi Trust";
WHEREAS, the parties desire and intend to restate and continue this trust
in the form of such IRS model, and change the Trustee, retaining provisions of
the prior trust to the extent permitted by such Revenue Procedure, all as set
forth below;
WHEREAS, the purpose of this trust is to: (a) hold assets deposited by the
Company as a reserve for the discharge of the Company's obligations to
individuals (the "participants") and their beneficiaries as applicable entitled
to receive payments: (l) under Supplemental Benefit Agreements or Employment
Agreements made with the Company, copies of which are or in the future will be
attached hereto as Exhibits to this Agreement for information purposes or (2)
under any other plan of deferred compensation or retirement payments that the
Company designates in writing to the Trustee (or attaches hereto by reference
in an index, or by complete document) for such purpose hereunder, including
those established by resolution of the directors of Company, all of such
agreements and plans referred to in (l) and (2) hereof being termed "Plans"
herein, and (b) disburse and distribute those assets as provided hereunder and
in the Plans, provided however that no additional Plans shall be added
following the occurrence of a "Change of Control Event" as defined in Section
13(d). Prior to a change in control event, the Company may, from time to time,
change, add, or delete Plans by written notice to the Trustee to reflect
changes in personnel or Plans;
WHEREAS, Company wishes to establish a trust (hereinafter called "Trust")
and to contribute to the Trust assets that shall be held therein, subject to
the claims of Company's creditors in the event of Company's Insolvency, as
herein defined, until paid to Plan participants and their beneficiaries in such
manner and at such times as specified in the Plans;
WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plans
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974;
WHEREAS, it is the intention of Company to make contributions to the Trust
to provide itself with a source of funds to assist it in the meeting of its
liabilities under the Plans;
NOW, THEREFORE, the parties do hereby establish the Trust and agree that
the Trust shall be comprised, held and disposed of as follows:
1
<PAGE> 2
Section 1. ESTABLISHMENT OF TRUST.
(a) Company hereby deposits with Trustee in trust all assets transferred
from the prior Trustee, which shall become the principal of the Trust to be
held, administered and disposed of by Trustee as provided in this Trust
Agreement.
(b) The Trust hereby established is revocable by Company; it shall become
irrevocable upon a change of control, as defined herein.
(c) The Trust is intended to be a grantor trust, of which Company is the
grantor, within the meaning of subpart E, part I, subchapter J, chapter 1,
subtitle A of the Internal Revenue Code of 1986 as amended and shall be
construed accordingly.
(d) The principal of the Trust, and any earnings thereon shall be held
separate and apart from other funds of Company and shall be used exclusively
for the uses and purposes of Plan participants and general creditors as here
and set forth. Plan participants and their beneficiaries shall have no
preferred claim on, or any beneficial ownership interest in, any assets of the
Trust. Any rights created under the Plans and this Trust Agreement shall be
mere unsecured contractual rights of Plan participants and their beneficiaries
against Company. Any assets held by the Trust will be subject to the claims of
Company's general creditors under federal and state law in the event of
Insolvency, as defined in Section 3(a) herein.
(e) Upon a change of control, Company shall, as soon as possible, but in no
event longer than 5 days following the change of control, as defined herein,
make an irrevocable contribution to the Trust in an amount that is sufficient
to pay each Plan participant or beneficiary the benefits to which Plan
participants or their beneficiaries would be entitled pursuant to the terms of
the Plans as of the date on which the change of control occurred.
Section 2. PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.
(a) Company shall deliver to Trustee a schedule (the "Payment Schedule")
that indicates the amounts payable in respect of each Plan participant (and his
or her beneficiaries), that provides a formula or other instruction acceptable
to Trustee for determining the amounts so payable, the form in which such
amount is to be paid (as provided for or available under the Plans), and the
time of commencement for payment of such amounts. Except as otherwise provided
herein, Trustee shall make payments to the Plan participants and their
beneficiaries in accordance with such Payment Schedule. The Trustee shall make
provision for the reporting and withholding of any federal, state or local
taxes that may be required to be withheld with respect to the payment of
benefits pursuant to the terms of the Plans and shall pay amounts withheld to
the appropriate taxing authorities or determine that such amounts have been
reported, withheld and paid by Company.
(b) The entitlement of a Plan participant or his or her beneficiaries to
benefits under the Plans shall be determined by Company or such party as it
shall designate under the Plans, and any claim for such benefits shall be
considered and reviewed under the procedures set out in the Plans.
(c) Company may make payment of benefits directly to Plan participants or
their beneficiaries as they become due under the terms of the Plans. Company
shall notify Trustee of its decision to make payments of benefits directly
prior to the time amounts are payable to participants or their beneficiaries.
In addition, if the principal of the Trust, and any earnings thereon, are not
sufficient to make payments of benefits in accordance with the terms of the
Plans, Company shall make the balance of each such payment as it falls due.
Trustee shall notify Company where principal and earnings are not sufficient.
2
<PAGE> 3
Section 3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY
WHEN COMPANY IS INSOLVENT.
(a) Trustee shall cease payment of benefits to Plan participants and their
beneficiaries if the Company is Insolvent. Company shall be considered
"Insolvent" for purposes of this Trust Plan if (i) Company is unable to pay its
debts as they become due, or (ii) Company is subject to a pending proceeding as
a debtor under the United States Bankruptcy Code.
(b) At all times during the continuance of this Trust, as provided in
Section l(d) hereof, the principal and income of the Trust shall be subject to
claims of general creditors of Company under federal and state law as set forth
below.
(l) The Board of Directors and the Chief Executive Officer of
Company shall have the duty to inform Trustee in writing of Company's
Insolvency. If a person claiming to be a creditor of Company alleges in
writing to Trustee that Company has become Insolvent, Trustee shall
determine whether Company is Insolvent and, pending such determination,
Trustee shall discontinue payment of benefits to Plan participants or their
beneficiaries.
(2) Unless Trustee has actual knowledge of Company's Insolvency,
or has received notice from Company or a person claiming to be a creditor
alleging that Company is Insolvent, Trustee shall have no duty to inquire
whether Company is Insolvent. Trustee may in all events rely on such
evidence concerning Company's solvency as may be furnished to Trustee and
that provides Trustee with a reasonable basis for making a determination
concerning Company's solvency.
(3) If at any time Trustee has determined that Company is
Insolvent, Trustee shall discontinue payments to Plan participants or their
beneficiaries and shall hold the assets of the Trust for the benefit of
Company's general creditors. Nothing in this Trust Plan shall in any way
diminish any rights of Plan participants or their beneficiaries to pursue
their rights as general creditors of Company with respect to benefits due
under the Plans or otherwise.
(4) Trustee shall resume the payment of benefits to Plan
participants or their beneficiaries in accordance with Section 2 of this
Trust Plan only after Trustee has determined that Company is not Insolvent
(or is no longer Insolvent).
(c) Provided that there are sufficient assets, if Trustee discontinues the
payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Plan
participants or their beneficiaries under the terms of the Plans for the period
of such discontinuance, less the aggregate amount of any payments made to Plan
participants or their beneficiaries by Company in lieu of the payments provided
for hereunder during any such period of discontinuance.
Section 4. PAYMENTS TO COMPANY.
Except as provided in Section 3 hereof, after the Trust has become
irrevocable, Company shall have no right or power to direct Trustee to return
to Company or to divert to others any of the Trust assets before all payment of
benefits have been made to Plan participants and their beneficiaries pursuant
to the terms of the Plans.
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<PAGE> 4
Section 5. INVESTMENT AUTHORITY.
(a) Trustee may invest in securities (including stock or rights to acquire
stock) or obligations issued by Company. All rights associated with assets of
the Trust shall be exercised by Trustee or the person designated by Trustee,
and shall in no event be exercisable by or rest with Plan participants.
(b) To carry out the purposes of the Trust and subject to any limitations
herein expressed, the Trustee is vested with the following powers until final
distribution, in addition to any now or hereafter conferred by law affecting
the trust or estate created hereunder. In exercising such powers, the Trustee
shall act in a manner reasonable and equitable in view of the interests of the
participants and in a manner in which persons of ordinary prudence, diligence,
discretion and judgment would act in the management of their own affairs.
(1) Receive and Retain Property. To receive and retain any
property received at the inception of the Trust or at any other time,
whether or not such property is unproductive of income or is property in
which the Trustee personally is interested or in which the Trustee owns an
undivided interest in any other trust capacity.
(2) Dispose of Assets. To dispose of an asset for cash, at public
or private sale to satisfy any obligation created under a Plan as set forth
in Section 2 herein.
(3) Powers Respecting Securities. To have all the rights, powers,
privileges and responsibilities of an owner of securities, including,
without limiting the foregoing, the power to vote, to give general or
limited proxies, to pay calls, assessments, and other sums; to assent to,
or to oppose, corporate sales or other acts; to participate in, or to
oppose, any voting trusts, pooling agreements, foreclosures,
reorganizations, consolidations, mergers and liquidations, and, in
connection therewith, to give warranties and indemnifications and to
deposit securities with and transfer title to any protective or other
committee; to exchange, exercise or sell stock subscription or conversion
rights; and, regardless of any limitations elsewhere in this instrument
relative to investments by the Trustee, to accept and retain as an
investment hereunder any securities received through the exercise of any of
the foregoing powers.
(4) Advance Money. To advance money for the protection of the
Trust, and for all expenses, losses and liabilities sustained or incurred
in the administration of the Trust or because of the holding or ownership
of any Trust assets, for which advances, with interest, the Trustee has a
lien on the Trust assets as against the Beneficiaries and in the event such
assets are not sufficient a lien against the assets of the Company,
provided however that until Funding of the Trust as provided in Section
l(e), it is the intention of the Company and the Trustee that statements
for the costs of administration of the trust shall be submitted to and paid
by the Company in the normal course of business.
(5) Pay, Contest or Settle Claims. To pay, contest, or settle any
claim by or against the Trust by compromise, arbitration or otherwise; to
release, in whole or in part, any claim belonging to the Trust to the
extent that the claim is uncollectible. Notwithstanding the foregoing, the
Trustee may only pay or settle a claim asserted against the Trust by the
Company if it is compelled to do so by a final order of a court of
competent jurisdiction.
(6) Litigate. To prosecute or defend actions, claims or
proceedings to insure funding of the Trust and for the protection of Trust
assets and the Trustee in the performance of its duties.
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<PAGE> 5
(7) Employ Advisers and Agents. To employ and pay persons,
corporations or associations, including attorneys, auditors, investment
advisers or agents, even if they are associated with the Trustee, to advise
or assist the Trustee in the performance of its administrative duties; to
act without independent investigation upon such recommendations.
(8) Execute Documents. To execute and deliver all instruments
which will accomplish or facilitate the exercise of the powers vested in
the Trustee.
(9) Grant of Powers Limited. The Trustee expressly is prohibited
from exercising any powers vested in it primarily for the benefit of the
Company rather than for the benefit of the Beneficiaries.
(10) Deposit or Invest Assets. (i) To deposit Trust assets in
commercial, savings or savings and loan accounts, or fiduciary money market
accounts (including such accounts in a corporate Trustee's banking
department) and to keep such portion of the Trust assets in cash or cash
balances as the Trustee may, from time to time, deem to be in the best
interest of the Trust, without liability for interest thereon. (ii) To
invest Trust assets in investment fixed income securities having a Standard
& Poor's rating of "A" or above.
(11) Expenses. To pay all expenses (not paid by the Company)
incurred in administration of the Trust or in exercising its powers
hereunder, out of Trust assets, subject to prompt reimbursement by the
Company to the Trust of such expenses.
(c) Company shall have the right at anytime, and from time to time in its
sole discretion, to substitute assets of equal fair market value for any asset
held by the Trust. This right is exercisable by Company in a nonfiduciary
capacity without the approval or consent of any person in a fiduciary capacity.
Section 6. DISPOSITION OF INCOME.
During the term of this trust, all income received by the Trust, net of
expenses and taxes, shall be accumulated and reinvested.
Section 7. ACCOUNTING BY TRUSTEE.
The Trustee shall keep accurate and detailed accounts of all investments,
receipts and disbursements and other transactions hereunder, and within 90 days
following the close of each calendar year or the Trustee's resignation or
termination of the Trust as provided herein, the Trustee shall render a written
account of its administration of the Trust to the Company by submitting a
record of receipts, investments, disbursements, distributions, gains, losses,
assets on hand at the end of the accounting period and other pertinent
information, including a description of all securities and investments
purchased and sold during such calendar year. Written approval of an account
shall, as to all matters shown in the account, be binding upon the Company and
shall forever release and discharge the Trustee from any liability or
accountability. The Company will be deemed to have given its written approval
if it does not object in writing to the Trustee within 120 days after the date
of receipt of such account from the Trustee. The Trustee shall be entitled at
any time to institute an action in a court of competent jurisdiction for a
judicial settlement of its account.
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<PAGE> 6
Section 8. RESPONSIBILITY OF TRUSTEE.
(a) The Trustee hereby agrees and consents to act as Trustee hereunder. The
Company agrees to indemnify the Trustee and hold it harmless from and against
all claims, liabilities, legal fees and expenses that may be asserted against
it, individually or collectively, otherwise than on account of the Trustee's
own gross negligence or willful misconduct by reason of the Trustee's taking or
refraining from taking any action in connection with the Trust, whether or not
the Trustee is party to a legal proceeding or otherwise.
(b) If the Trustee undertakes or defends any litigation arising in
connection with this trust, Company agrees to indemnify Trustee against
Trustee's costs, expenses and liabilities (including, without limitation,
attorneys' fees and expenses) relating thereto and to be primarily liable for
such payments. If Company does not pay such costs, expenses and liabilities in
a reasonably timely manner, Trustee may obtain payment from the trust.
(c) Trustee may consult with legal counsel (who may also be counsel for
Company generally) with respect to any of its duties or obligations hereunder.
(d) Trustee may hire agents, accountants, actuaries, investment advisors,
financial consultants or other professionals to assist it in performing any of
its duties or obligations hereunder.
(e) Trustee shall have, without exclusion, all powers conferred on Trustee
by applicable law, unless expressly provided otherwise herein, provided,
however, that if an insurance policy is held as an asset of the Trust, Trustee
shall have no power to name a beneficiary of the policy other than the Trust,
to assign the policy (as distinct from conversion of the policy to a different
form) other than to a successor Trustee, or to loan to any person the proceeds
of any borrowing against such policy.
(f) However, notwithstanding the provisions of Section 8(e) above, Trustee
may loan to Company the proceeds of any borrowing against an insurance policy
held as an asset of the trust.
(g) Notwithstanding any powers granted to Trustee pursuant to this Trust
Plan or to applicable law, Trustee shall not have any power that could give
this Trust the objective of carrying on a business and dividing the gains
therefrom, within the meaning of Section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.
Section 9. COMPENSATION AND EXPENSES OF TRUSTEE.
The Trustee shall be entitled to receive as compensation for its services
hereunder the compensation as negotiated and agreed to by the Company and the
Trustee. Such compensation shall be paid by the Company; provided, however,
that to the extent such compensation is not paid by the Company, it may be
charged against and paid from the Trust and the Company shall reimburse the
Trust for any such payment made from the Trust within 30 days of its receipt
from the Trustee of written notice of such payment.
Section 10. RESIGNATION AND REMOVAL OF TRUSTEE.
(a) Trustee may resign at any time by written notice to Company, which
shall be effective 60 days after receipt of such notice unless Company and
Trustee agree otherwise.
(b) Prior to the occurrence of a "Change in Control Event", the Company may
discharge the Trustee and replace it with a Qualified Successor Trustee.
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<PAGE> 7
(c) Upon resignation or removal of Trustee and appointment of a successor
Trustee, all assets shall subsequently be transferred to the successor Trustee.
The transfer shall be completed within 60 days after receipt of notice of
resignation, removal or transfer, unless Company extends the time limit.
(d) If Trustee resigns or is removed, a successor shall be appointed, in
accordance with Section 11 hereof, by the effective date of resignation or
removal under paragraph (a) or (b) of this section. If no such appointment has
been made, Trustee may apply to a court of competent jurisdiction for
appointment of a successor or for instructions. All expenses of Trustee in
connection with the proceeding shall be allowed as administrative expenses of
the Trust.
Section 11. APPOINTMENT OF SUCCESSOR.
Upon resignation of the Trustee, or upon discharge of the Trustee by the
Company, the Company shall appoint a Qualified Successor Trustee. For this
purpose, a "Qualified Successor Trustee" must be a corporation having trust
powers under state or federal law, but may not be the Company, any person who
would be a "related or subordinate party" to the Company within the meaning of
Section 672(c) of the Code or a corporation that would be a member of an
"affiliated group" of corporations including the Company within the meaning of
Section 1504(a) of the Code if the words "80 percent" wherever they appear in
that section were replaced by the words "50 percent". Such Qualified Successor
Trustee may not be a corporation having any significant financial relationship
with the Company other than this Trust. Upon the written acceptance by the
Qualified Successor Trustee of the Trust and upon approval of the resigning
Trustee's final account by those entitled thereto, the resigning Trustee shall
be discharged.
Section 12. AMENDMENT OR TERMINATION.
(a) This Trust Plan may be amended by a written instrument executed by
Trustee and Company. Notwithstanding the foregoing, no such amendment shall
conflict with the terms of the Plans or shall make the Trust revocable after it
has become irrevocable in accordance with Section l(b) hereof.
(b) The Trust shall not terminate until the date on which Plan participants
and their beneficiaries are no longer entitled to benefits pursuant to the
terms of the Plans unless sooner revoked in accordance with Section l(b)
hereof. Upon termination of the Trust any assets remaining in the Trust shall
be returned to Company.
(c) Upon written approval of participants or beneficiaries entitled to
payment of benefits pursuant to the terms of the Plans, Company may terminate
this Trust prior to the time all benefit payments under the Plans have been
made. All assets in the Trust at termination shall be returned to Company.
Section 13. MISCELLANEOUS.
(a) Any provision of this Trust Plan prohibited by law shall be ineffective
to the extent of any such prohibition, without invalidating the remaining
provisions hereof.
(b) Benefits payable to Plan participants and their beneficiaries under
this Trust Plan may not be anticipated, assigned (either at law or in equity),
alienated, pledged, encumbered or subjected to attachment, garnishment, levy,
execution or other legal or equitable process.
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<PAGE> 8
(c) This Trust Plan shall be governed by and construed in accordance with
the laws of Wisconsin.
(d) For purposes of this Trust, "Change of Control Event", or "change of
control" shall mean any one of the following:
(1) Continuing Directors no longer constitute at least two-thirds
of the Directors of the Company (other than in connection with an LBO
Transaction (as defined below)); "Continuing Directors" and "Directors" for
this purpose shall mean those Directors in office immediately prior to the
event or transaction in question and who were elected by the Company's
stockholders pursuant to the Company's proxy solicitation at the most
recent regular annual stockholders' meeting (for which they were eligible
for election, in the case of a staggered board).
(2) any person or group of persons (as defined in Rule 13d-5 under
the Securities Exchange Act of 1934), together with its affiliates,
excluding employee benefit plans of the Company and persons who are
officers or directors of the Company immediately prior to a Change in
Control Event and their affiliates, become the beneficial owner, directly
or indirectly, of 40% or more of the voting power of the then outstanding
securities of the Company entitled generally to vote for the election of
the Company's directors (other than in connection with an LBO Transaction);
(3) the approval by the Company's stockholders of the merger or
consolidation of the Company with any other corporation or sale of
substantially all of the assets of the Company (other than pursuant to an
LBO Transaction) or the liquidation or dissolution of the Company (other
than in connection with an LBO Transaction), unless, in the case of merger
or consolidation, the Directors in office immediately prior to such merger
or consolidation will constitute at least two-thirds of the Directors of the
surviving corporation of such merger or consolidation and any parent (as
such term is defined in Rule 12b-2 under the Securities Exchange Act of
1934) of such corporation; or
(4) at least two-thirds of the Directors in office immediately
prior to any other action proposed to be taken by the Company's
stockholders (other than an LBO Transaction or any action taken in
connection therewith) determine that such proposed action, if taken, would
constitute a change of control of the Company and such action is taken. For
purposes hereof, the term "LBO Transaction" shall mean any acquisition of
the Company through acquisition of all or substantially all of its assets
or stock in a leveraged buy-out transaction by a corporation at least 10%
(on a fully diluted basis) of whose outstanding shares of capital stock
entitled generally to vote for the election of its directors are owned by
persons who are officers or directors of the Company immediately prior to
such transaction.
(e) All section headings herein have been inserted for convenience of
reference only and shall in no way modify, restrict or affect the meaning or
interpretation of any of the terms or provisions of this Trust Agreement.
(f) This Trust Agreement is intended as a complete and exclusive statement
of the agreement of the parties hereto, supersedes all previous agreements or
understandings among them and may not be modified or terminated orally.
(g) The term "Trustee" shall include any successor Trustee.
(h) If any provision of this Trust Agreement shall be invalid and
unenforceable, the remaining provisions hereof shall subsist and be carried
into effect.
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<PAGE> 9
(i) Any reference hereunder to a participant shall expressly be deemed to
include, where relevant, the beneficiaries of a participant duly identified or
referred to under the terms of the Agreements as the case may be. A participant
shall cease to have such status once any and all amounts due such participant
under the applicable Agreement have been paid or satisfied.
(j) Any reference hereunder to the Company shall expressly be deemed to
include the Company's successor and assigns. In the event the Company is merged
or consolidated into another company, or conveys all or substantially all of
its assets to another company, person or firm, the term Company shall also
include the company resulting from such merger or consolidation or the company,
person or firm to which such assets are conveyed; and the term Company also
shall include the company, person or firm resulting from any subsequent merger
or consolidation or to which such assets subsequently are conveyed.
(k) All references to funding this Trust and payments by the Trustee to the
participants are subject to the condition in Section l(e) that a change of
control has occurred.
Section 14. EFFECTIVE DATE.
The effective date of this restated Trust shall be January 31, 1995.
In witness whereof, the Company and Trustee have executed this trust as of
the above date.
Company:
Briggs & Stratton Corporation
by: /s/ R.H. Eldridge
------------------------------
attest: /s/ Kasandra K. Preston
---------------------------
Trustee:
Johnson Heritage Trust Company
by: /s/ Robert L. Finder, Jr.
--------------------------------
attest: /s/ Brian L. Lucareli
---------------------------
9
<PAGE> 1
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT NO. 10.5 (b)
AMENDMENT TO TRUST AGREEMENT WITH AN INDEPENDENT TRUSTEE
TO PROVIDE PAYMENTS UNDER VARIOUS COMPENSATION AGREEMENTS
WITH COMPANY EMPLOYEES.
NOW THEREFORE, BE IT RESOLVED, that Section 13.(k) be amended to allow the
Corporation to make contributions to the Trustee under the Agreement for
obligations of the Corporation incurred under the Deferred Compensation
Agreements entered into with Frederick P. Stratton, Jr.
<PAGE> 1
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT NO. 10.7 (b)
AMENDMENT TO LEVERAGED STOCK OPTION PROGRAM
RESOLVED, that Section 4.0 Exercise Price. of the Briggs & Stratton
Corporation Leveraged Stock Option Program (the LSO Program) be amended by
deleting the second sentence thereof, and substituting the following:
"The Estimated Annual Growth Rate (intended to represent annual percentage
stock appreciation at least in the amount of the Company's cost of capital,
with due consideration for dividends paid, risk and illiquidity) is the average
daily closing 30 year U.S. Treasury bond yield rate for the month of March
immediately preceding the relevant Plan Year, plus 1%."
FURTHER RESOLVED, that Section 5.0 Limitations on LSO Grants and
Carryover., of the LSO Program be amended and restated in its entirety to read
as follows:
"5.0 Limitations on LSO Grants and Carryover.
Notwithstanding Section 2, the maximum number of LSOs that may be granted
to all Senior Executives for any Plan Year during the five (5) year term of
this LSO Program, shall be 600,000, and the maximum number of LSOs that may be
granted cumulatively under this LSO Program shall be 2,539,986. In the event
that the 600,000 limitation shall be in effect for any Plan Year, the dollar
amount to be invested for each Senior Executive shall be reduced by proration
based on the aggregate Total Bonus Payouts of all Senior Executives so that the
limitation is not exceeded. The amount of any such reduction shall be carried
forward to subsequent years and invested in LSOs to the extent the annual
limitation is not exceeded in such years."
<PAGE> 1
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT NO. 10.9
AMENDED DEFERRED COMPENSATION AGREEMENT FOR FISCAL 1995
WHEREAS, Briggs & Stratton Corporation (the "Company") and Frederick P.
Stratton, Jr., (The "Executive") have entered into an agreement dated June 9,
1994 providing for the deferral of compensation earned by Executive which would
otherwise be non-deductible under Section 162(m) of the Internal Revenue Code;
and
WHEREAS, the Agreement provides that amounts deferred under the
Agreement will be credited with earnings at a rate equal to 80% of the Firstar
Bank Milwaukee, N.A. prime rate; and
WHEREAS, the Agreement provides that the Company's Board, or its
Nominating and Salaried Personnel Committee, have the right to modify the
Agreement with the Executive's consent; and
WHEREAS, the parties desire to amend the Agreement to offer Executive
the choice of calculating earnings using 80% of the Firstar prime rate or a
rate designed to reflect the performance of Briggs & Stratton stock.
NOW, THEREFORE, BE IT RESOLVED, that the June 9, 1994 deferred
compensation Agreement entered into between Briggs & Stratton Corporation and
Frederick P. Stratton, Jr. is amended and restated to read as follows:
1. Deferral of Compensation. This Agreement shall operate to defer, on
an unfunded basis, compensation earned by the Executive as an employee of the
Company for the Company's fiscal year ending in 1995, to the extent that such
compensation would otherwise be non-deductible under Section 162(m) of the
Internal Revenue Code, as amended from time to time. The amount deferred
hereunder shall be paid to the Executive as soon as practicable following the
Company fiscal year in which the Executive terminates employment with the
Company, such payment to be made in one lump sum, or in such other manner as
may be agreed upon between the Executive and the Company's Nominating and
Salaried Personnel Committee of the Board (the "Committee"). Such agreement, if
any, must occur before the termination of employment by the Executive, or such
payment shall be in a lump sum.
2. Death of Executive. If the Executive dies prior to receiving all
funds payable hereunder, the entire unpaid balance shall be paid in the same
manner as provided for the Executive under the Company's Economic Value Added
Incentive Compensation Plan.
3. Binding Effect. This Agreement has been approved by the Company's
Board of Directors and its Nominating and Salaried Personnel Committee, and
shall be binding and inure to the benefit of the Company, its successors and
assigns and the Executive and his heirs, executors, administrators, and legal
representatives.
4. Earnings on Deferrals. On or before the last day of the Company's
fiscal year, the Executive shall elect to have any deferrals hereunder credited
with earnings in accordance with (a) or (b) below:
(a) Earnings on a book (unfunded) basis beginning on the last
day of the Company fiscal year for which a deferral is made, and
continuing thereafter at a rate equal to 80% of the prime rate
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<PAGE> 2
made available to the best customers of Firstar Bank Milwaukee,
N.A., and adjusted and compounded annually as of the last day of each
subsequent Company fiscal year until paid;
(b) Earnings at a rate designed to reflect the performance of
Company stock. Under this alternative, the amount deferred shall be
converted into shares of phantom Company stock as soon as practicable
following the determination of the amount deferred under this
Agreement. Each year, the Committee shall determine the amount of
dividends that would have been paid on the phantom stock and convert
such dividends into additional shares of phantom stock. Following the
conversions described above, the Company shall promptly advise
Executive of the number of phantom shares acquired. If Executive
chooses this investment alternative, Executive may elect to receive
distributions in cash or stock; provided that any stock distributions
shall be subject to any necessary approvals under securities laws or
exchange requirements.
5. Section 16 Consequences. Executive acknowledges that an election
under Section 4(b) above will have implications under Section 16 of the
Securities Exchange Act of 1934, including potential Section 16(b) liability if
Executive or an affiliate has a matching transaction. Executive acknowledges
that he will be responsible for reporting transactions under this Agreement on
the applicable Form 4 or Form 5.
6. Unfunded Status of Agreement. It is intended that this Agreement
constitute an "unfunded" arrangement for deferred compensation. The Committee
may authorize the creation of a trust or other arrangement to meet the
obligations created under this Agreement provided, however, that unless the
Committee otherwise determines, the existence of such trust or other
arrangement is consistent with "the unfunded" status of the Agreement.
7. Miscellaneous. Payment of deferrals hereunder shall be subject to
tax or other withholding requirements as may be required by law. The Company's
Board, or its Nominating and Salaried Personnel Committee, shall have the power
to modify or terminate this Agreement, but only with consent of the Executive.
IN WITNESS WHEREOF, Briggs & Stratton Corporation has caused this
Deferred Compensation Agreement to be executed by its duly authorized Director
and Frederick P. Stratton, Jr., together with his spouse, Anne Y. Stratton,
hereunto have set their hands as of the date first above written.
BRIGGS & STRATTON CORPORATION
By: /s/ John L. Murray
-----------------------------
John L. Murray
Chairman, Nominating and
Salaried Personnel Committee
/s/ F.P. Stratton, Jr.
-----------------------------
Frederick P. Stratton, Jr.
/s/ Anne Y. Stratton
-----------------------------
Anne Y. Stratton
2
<PAGE> 1
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT NO. 10.10
DEFERRED COMPENSATION AGREEMENT FOR FISCAL 1996
AGREEMENT made this 23rd day of June, 1995, between Briggs & Stratton
Corporation (the "Company") and Frederick P. Stratton, Jr. (the "Executive").
1. Deferral of Compensation. This Agreement shall operate to defer, on
an unfunded basis, compensation earned by the Executive as an employee of the
Company for the Company's fiscal year ending in 1995, to the extent that such
compensation would otherwise be non-deductible under Section 162(m) of the
Internal Revenue Code, as amended from time to time. The amount deferred
hereunder shall be paid to the Executive as soon as practicable following the
Company fiscal year in which the Executive terminates employment with the
Company, such payment to be made in one lump sum, or in such other manner as
may be agreed upon between the Executive and the Company's Nominating and
Salary Personnel Committee of the Board. Such agreement, if any, must occur
before the termination of employment by the Executive, or such payment shall be
in a lump sum.
2. Death of Executive. If the Executive dies prior to receiving all
funds payable hereunder, the entire unpaid balance shall be paid in the same
manner as provided for the Executive under the Company's Economic Value Added
Incentive Compensation Plan.
3. Binding Effect. This Agreement has been approved by the Company's
Board of Directors and its Nominating and Salaried Personnel Committee, and
shall be binding and insure to the benefit of the Company, its successors and
assigns and the Executive and his heirs, executors, administrators, and legal
representatives.
4. Earnings on Deferrals. On or before the last day of the Company's
fiscal year, the Executive shall elect to have any deferrals hereunder credited
with earnings in accordance with a) or b) below:
a) Earnings on a book (unfunded) basis beginning on the last
day of the Company fiscal year for which a deferral is made, and
continuing thereafter at a rate equal to 80% of the prime rate made
available to the best customers of Firstar Bank Milwaukee, N.A., and
adjusted and compounded annually as of the last day of each subsequent
Company fiscal year until paid;
b) Earnings at a rate designed to reflect the performance of
Company stock. Under this alternative, the amount deferred shall be
converted into shares of phantom Company stock as soon as practicable
following the determination of the amount deferred under this
Agreement. Each year, the Committee shall determine the amount of
dividends that would have been paid on the phantom stock and convert
such dividends into additional shares of phantom stock. Following the
conversions described above, the Company shall promptly advise
Executive of the number of phantom shares acquired. If Executive
chooses this investment alternative, Executive may elect to receive
distributions in cash or stock; provided that any stock distributions
shall be subject to any necessary approvals under securities laws or
exchange requirements.
5. Section 16 Consequences. Executive acknowledges that an election
under Section 4(b) above will have implications under Section 16 of the
Securities Exchange Act of 1934, including potential Section 16(b) liability if
Executive or an affiliate has a matching transaction. Executive
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<PAGE> 2
acknowledges that he will be responsible for reporting transactions under this
Agreement on the applicable Form 4 or Form 5.
6. Unfunded Status of Agreement. It is intended that this Agreement
constitute an "unfunded" arrangement for deferred compensation. The Committee
may authorize the creation of a trust or other arrangement to meet the
obligations created under this Agreement provided, however, that unless the
Committee otherwise determines, the existence of such trust or other
arrangement is consistent with the "unfunded" status of the Agreement.
7. Miscellaneous. Payment of deferrals hereunder shall be subject to
tax or other withholding requirements as may be required by law. The Company's
Board, or its Nominating and Salaried Personnel Committee, shall have the power
to modify or terminate this Agreement, but only with consent of the Executive.
IN WITNESS WHEREOF, Briggs & Stratton Corporation has caused this
Deferred Compensation Agreement to be executed by its duly authorized Director
and Frederick P. Stratton, Jr., together with his spouse, Anne Y. Stratton,
hereunto have set their hands as of the date first above written.
BRIGGS & STRATTON CORPORATION
By: /s/ John L. Murray
-----------------------------
John L. Murray
Chairman, Nominating and
Salaried Personnel Committee
/s/ F.P. Stratton, Jr.
-----------------------------
Frederick P. Stratton, Jr.
/s/ Anne Y. Stratton
-----------------------------
Anne Y. Stratton
2
<PAGE> 1
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT NO. 13
ANNUAL REPORT TO SHAREHOLDERS FOR YEAR ENDED JULY 2, 1995
<PAGE> 2
CONSOLIDATED STATEMENTS OF INCOME
FOR THE YEARS ENDED JULY 2, 1995, JULY 3, 1994 AND JUNE 27, 1993
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
NET SALES . . . . . . . . . . . . . . . . . . $1,339,677,000 $1,285,517,000 $1,139,462,000
COST OF GOODS SOLD . . . . . . . . . . . . . 1,068,059,000 1,018,977,000 926,861,000
-------------- -------------- --------------
Gross Profit on Sales . . . . . . . . . . . 271,618,000 266,540,000 212,601,000
ENGINEERING, SELLING,
GENERAL AND
ADMINISTRATIVE EXPENSES . . . . . . . . . . 101,852,000 94,795,000 83,176,000
-------------- -------------- --------------
Income from Operations . . . . . . . . . 169,766,000 171,745,000 129,425,000
INTEREST EXPENSE . . . . . . . . . . . . . . (8,580,000) (8,997,000) (11,283,000)
OTHER INCOME (EXPENSE), Net . . . . . . . . . 9,189,000 6,973,000 (3,737,000)
-------------- -------------- --------------
Income Before Provision for
Income Taxes . . . . . . . . . . . . . . 170,375,000 169,721,000 114,405,000
PROVISION FOR INCOME TAXES . . . . . . . . . 65,570,000 67,240,000 44,060,000
-------------- -------------- --------------
Net Income Before Cumulative Effect of
Accounting Changes . . . . . . . . . . . 104,805,000 102,481,000 70,345,000
CUMULATIVE EFFECT OF
ACCOUNTING CHANGES FOR:
Postretirement Health Care, Net of
Income Taxes of $25,722,000 . . . . . . -- (40,232,000) --
Postemployment Benefits, Net of
Income Taxes of $430,000 . . . . . . . -- (672,000) --
Deferred Income Taxes . . . . . . . . . . -- 8,346,000 --
-------------- -------------- --------------
-- (32,558,000) --
-------------- -------------- --------------
NET INCOME . . . . . . . . . . . . . . . . . $ 104,805,000 $ 69,923,000 $ 70,345,000
============== ============== ==============
PER SHARE DATA:
Net Income Before Cumulative Effect of
Accounting Changes . . . . . . . . . . $ 3.62 $ 3.54 $ 2.43
Cumulative Effect of
Accounting Changes . . . . . . . . . . -- (1.12) --
-------------- -------------- --------------
NET INCOME . . . . . . . . . . . . . . . . . $ 3.62 $ 2.42 $ 2.43
============== ============== ==============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
12
<PAGE> 3
CONSOLIDATED BALANCE SHEETS
AS OF JULY 2, 1995 AND JULY 3, 1994
<TABLE>
<CAPTION>
ASSETS 1995 1994
---- ----
<S> <C> <C>
CURRENT ASSETS:
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . $170,648,000 $221,101,000
Receivables, Less Reserves of $1,537,000 and $1,678,000, Respectively . . . . . 94,116,000 122,597,000
Inventories-
Finished Products and Parts . . . . . . . . . . . . . . . . . . . . . . . . . 96,540,000 55,847,000
Work in Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,107,000 27,078,000
Raw Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,027,000 2,745,000
------------ ------------
Total Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140,674,000 85,670,000
Future Income Tax Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 31,376,000 32,868,000
Prepaid Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,516,000 20,548,000
------------ ------------
Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . 453,330,000 482,784,000
PREPAID PENSION COST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- 8,681,000
DEFERRED INCOME TAX ASSET . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,866,000 --
PLANT AND EQUIPMENT:
Land and Land Improvements . . . . . . . . . . . . . . . . . . . . . . . . . . 9,499,000 10,279,000
Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 105,844,000 111,966,000
Machinery and Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 507,606,000 530,701,000
Construction in Progress . . . . . . . . . . . . . . . . . . . . . . . . . . . 103,382,000 16,647,000
------------ ------------
726,331,000 669,593,000
Less - Accumulated Depreciation and Unamortized
Investment Tax Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . 383,034,000 383,703,000
------------ ------------
Total Plant and Equipment, Net . . . . . . . . . . . . . . . . . . . . . 343,297,000 285,890,000
------------ ------------
$798,493,000 $777,355,000
============ ============
LIABILITIES AND SHAREHOLDERS' INVESTMENT
CURRENT LIABILITIES:
Accounts Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 63,913,000 $ 56,364,000
Domestic Notes Payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,750,000 --
Foreign Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,653,000 21,323,000
Accrued Liabilities -
Wages and Salaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,900,000 48,545,000
Warranty . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30,353,000 29,800,000
Taxes, Other Than Income Taxes . . . . . . . . . . . . . . . . . . . . . . . 5,702,000 6,772,000
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,862,000 34,837,000
------------ ------------
Total Accrued Liabilities . . . . . . . . . . . . . . . . . . . . . . . . 108,817,000 119,954,000
Federal and State Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . (1,878,000) 9,103,000
------------ ------------
Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . 197,255,000 206,744,000
DEFERRED INCOME TAX LIABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . -- 12,317,000
ACCRUED PENSION COST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,606,000 --
ACCRUED EMPLOYEE BENEFITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,447,000 15,423,000
ACCRUED POSTRETIREMENT HEALTH CARE OBLIGATION . . . . . . . . . . . . . . . . . . 68,707,000 64,079,000
LONG-TERM DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,000,000 75,000,000
SHAREHOLDERS' INVESTMENT:
Common Stock -
Authorized 60,000,000 shares $.01 Par Value,
Issued and Outstanding 28,927,000 in 1995
and 14,463,500 Shares in 1994 . . . . . . . . . . . . . . . . . . . . . . . 289,000 145,000
Additional Paid-In Capital . . . . . . . . . . . . . . . . . . . . . . . . . . 41,698,000 42,358,000
Retained Earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 397,627,000 362,136,000
Cumulative Translation Adjustments . . . . . . . . . . . . . . . . . . . . . . (136,000) (847,000)
------------ ------------
Total Shareholders' Investment . . . . . . . . . . . . . . . . . . . . . 439,478,000 403,792,000
------------ ------------
$798,493,000 $777,355,000
============ ============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these balance sheets.
13
<PAGE> 4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' INVESTMENT
FOR THE YEARS ENDED JULY 2, 1995, JULY 3, 1994 AND JUNE 27, 1993
<TABLE>
<CAPTION>
Additional Cumulative
Common Paid-In Retained Translation
Stock Capital Earnings Adjustments
------------- ------------ ------------- -------------
<S> <C> <C> <C> <C>
BALANCES JUNE 30, 1992 . . . . . . . . . . $ 43,391,000 $ - $272,490,000 $(3,477,000)
Net Income . . . . . . . . . . . . . . . - - 70,345,000 -
Cash Dividends Paid ($.85 per share) . . - - (24,588,000) -
Reduction of Par Value . . . . . . . . . (43,246,000) 43,246,000 - -
Purchase of Common Stock
for Treasury . . . . . . . . . . . . . - (463,000) - -
Proceeds from Exercise of
Stock Options . . . . . . . . . . . . - 100,000 - -
Currency Translation Adjustments . . . . - - - (1,340,000)
Loss on Foreign Subsidiary . . . . . . . - - - 3,500,000
------------ ----------- ------------ ------------
BALANCES JUNE 27, 1993 . . . . . . . . . . 145,000 42,883,000 318,247,000 (1,317,000)
Net Income . . . . . . . . . . . . . . . - - 69,923,000 -
Cash Dividends Paid ($.90 per share) . . - - (26,034,000) -
Purchase of Common Stock
for Treasury . . . . . . . . . . . . . - (791,000) - -
Proceeds from Exercise of
Stock Options . . . . . . . . . . . . - 266,000 - -
Currency Translation Adjustments . . . . - - - 470,000
------------ ----------- ------------ -------------
BALANCES JULY 3, 1994 . . . . . . . . . . 145,000 42,358,000 362,136,000 (847,000)
Net Income . . . . . . . . . . . . . . . - - 104,805,000 -
Cash Dividends Paid ($.98 per share) . . - - (28,348,000) -
Distribution of Shares of STRATTEC
SECURITY CORPORATION . . . . . . . . . - - (40,966,000) 1,226,000
Two-for-One Stock Split . . . . . . . . 144,000 (144,000) - -
Purchase of Common Stock
for Treasury . . . . . . . . . . . . . - (915,000) - -
Proceeds from Exercise of
Stock Options . . . . . . . . . . . . - 399,000 - -
Currency Translation Adjustments . . . . - - - (515,000)
------------ ----------- ------------ ------------
BALANCES JULY 2, 1995 . . . . . . . . . . $ 289,000 $41,698,000 $397,627,000 $ (136,000)
============ =========== ============ ============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
14
<PAGE> 5
CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE YEARS ENDED JULY 2, 1995, JULY 3, 1994 AND JUNE 27, 1993
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income . . . . . . . . . . . . . . . . . . . . . . $ 104,805,000 $ 69,923,000 $ 70,345,000
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities -
Cumulative Effect of Accounting Changes,
Net of Income Taxes . . . . . . . . . . . . . . . - 32,558,000 -
Depreciation . . . . . . . . . . . . . . . . . . . . 44,445,000 42,950,000 47,222,000
(Gain) Loss on Disposition of Plant and
Equipment . . . . . . . . . . . . . . . . . . . . 1,452,000 (96,000) 4,027,000
Loss on Foreign Subsidiary . . . . . . . . . . . . . - - 3,500,000
Changes in Operating Assets and Liabilities -
(Increase) Decrease in Receivables . . . . . . . . 11,125,000 2,384,000 (21,366,000)
(Increase) in Inventories . . . . . . . . . . . . (62,753,000) (11,605,000) (1,576,000)
(Increase) in Other Current Assets . . . . . . . . (4,720,000) (10,593,000) (1,893,000)
Increase (Decrease) in Accounts Payable,
Accrued Liabilities and Income Taxes . . . . . . (8,220,000) 38,132,000 13,731,000
Ohter, Net . . . . . . . . . . . . . . . . . . . . 9,633,000 1,420,000 (3,699,000)
------------- ------------ -------------
Net Cash Provided by Operating Activities. . . . 95,767,000 165,073,000 110,291,000
------------- ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to Plant and Equipment . . . . . . . . . . . (131,034,000) (40,804,000) (38,110,000)
Proceeds Received on Sale of Plant and Equipment . . . 2,055,000 7,268,000 626,000
Sale (Purchase) of Short-Term Investments . . . . . . - 70,422,000 (70,422,000)
Decrease in Cash Due to Spin-Off of Lock Business . . (174,000) - -
------------- ------------ -------------
Net Cash Provided by (Used in)
Investing Activities . . . . . . . . . . . . . (129,153,000) 36,886,000 (107,906,000)
------------- ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowings (Repayments) on Loans and
Notes Payable . . . . . . . . . . . . . . . . . . . 12,080,000 5,396,000 (15,926,000)
Cash Dividends Paid . . . . . . . . . . . . . . . . . (28,348,000) (26,034,000) (24,588,000)
Purchase of Common Stock for Treasury . . . . . . . . (915,000) (791,000) (463,000)
Proceeds from Exercise of Stock Options . . . . . . . 399,000 266,000 100,000
------------- ------------ -------------
Net Cash Used in Financing Activities . . . . . (16,784,000) (21,163,000) (40,877,000)
------------- ------------ -------------
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE
CHANGES ON CASH AND CASH EQUIVALENTS . . . . . . . . . (283,000) 804,000 (949,000)
------------- ------------ -------------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . (50,453,000) 181,600,000 (39,441,000)
CASH AND CASH EQUIVALENTS:
Beginning of Year. . . . . . . . . . . . . . . . . . . 221,101,000 39,501,000 78,942,000
------------- ------------ -------------
End of Year . . . . . . . . . . . . . . . . . . . . . $ 170,648,000 $221,101,000 $ 39,501,000
============= ============ =============
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Interest Paid . . . . . . . . . . . . . . . . . . . . $ 8,501,000 $ 8,997,000 $ 11,286,000
============= ============ =============
Income Taxes Paid . . . . . . . . . . . . . . . . . . $ 88,935,000 $ 77,748,000 $ 54,228,000
============= ============ =============
</TABLE>
The accompanying notes to consolidated financial statements
are an integral part of these statements.
15
<PAGE> 6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED JULY 2, 1995, JULY 3, 1994 AND JUNE 27, 1993
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
The significant accounting policies followed by Briggs & Stratton Corporation
and subsidiaries (the Company) in the preparation of these financial statements,
as summarized below, are in conformity with generally accepted accounting
principles.
Fiscal Year: The Company's fiscal year consists of 52 or 53 weeks, ending on
the Sunday nearest the last day of June in each year. Therefore, the 1995 and
1993 fiscal years were 52 weeks long and the 1994 fiscal year was 53 weeks
long. All references to years relate to fiscal years rather than calendar
years.
Principles of Consolidation: The consolidated financial statements include the
accounts of Briggs & Stratton Corporation and its wholly owned domestic and
foreign subsidiaries after elimination of intercompany accounts and
transactions.
Cash and Cash Equivalents: This caption includes cash and certificates of
deposit. The Company considers all highly liquid investments purchased with a
maturity of three months or less to be cash equivalents.
Inventories: Inventories are stated at cost, which does not exceed market. The
last-in, first-out (LIFO) method was used for determining the cost of
approximately 93% of total inventories at July 2, 1995, 89% at July 3, 1994 and
June 27, 1993. The cost for the remaining portion of the inventories was
determined using the first-in, first-out (FIFO) method. If the FIFO inventory
valuation method had been used exclusively, inventories would have been
$43,582,000, $42,268,000 and $40,888,000 higher in the respective years. The
LIFO inventory adjustment was determined on an overall basis, and accordingly,
each class of inventory reflects an allocation based on the FIFO amounts.
Plant and Equipment and Depreciation:
Plant and equipment is stated at cost, and depreciation is computed using the
straight-line method at rates based upon the estimated useful lives of the
assets.
Expenditures for repairs and maintenance are charged to expense as incurred.
Expenditures for major renewals and betterments, which significantly extend the
useful lives of existing plant and equipment, are capitalized and depreciated.
Upon retirement or disposition of plant and equipment, the cost and related
accumulated depreciation are removed from the accounts and any resulting gain
or loss is recognized in other income.
Investment Tax Credits: The Company follows the deferral method of accounting
for the Federal investment tax credit. The credit, which was eliminated in
1986, has been recorded as an addition to accumulated depreciation and is being
amortized over the estimated useful lives of the related assets via a reduction
of depreciation expense.
The amounts amortized into income in each of the three years were $759,000 in
1995, $830,000 in 1994 and $880,000 in 1993. During 1995, $217,000 was
eliminated in the spin-off, as described in subsequent footnotes. At the end of
fiscal years 1995 and 1994, unamortized deferred investment tax credits
aggregated $2,249,000 and $3,225,000, respectively.
Income Taxes: The Provision for Income Taxes includes Federal, state and
foreign income taxes currently payable and those deferred or prepaid
because of temporary differences between financial statement and tax bases of
assets and liabilities. The Future Income Tax Benefits represent temporary
differences relating to current assets and current liabilities and the Deferred
Income Taxes represent temporary differences relating to noncurrent assets and
liabilities.
Research and Development Costs: Expenditures relating to the development of new
products and processes, including significant improvements and refinements to
existing products, are expensed as incurred. The amounts charged against
income were $13,112,000 in 1995, $12,520,000 in 1994 and $10,411,000 in 1993.
16
<PAGE> 7
NOTES...
Accrued Employee Benefits: The Company's life insurance program includes
payment of a death benefit to beneficiaries of retired employees. The Company
accrues for the estimated cost of these benefits over the estimated working
life of the employee. Past service costs for all retired employees have been
fully provided for. The Company also accrues for the estimated cost of
supplemental retirement and death benefit agreements with executive officers.
Accrued Postretirement Health Care Obligation: During the 1994 fiscal year, the
Company adopted the accounting prescribed in Financial Accounting Standard
(FAS) No. 106 (Postretirement Benefits Other Than Pensions). This change and
the amounts associated with it are more fully described in subsequent
footnotes.
Foreign Currency Translation: Foreign currency balance sheet accounts are
translated into United States dollars at the rates of exchange in effect at
fiscal year end. Income and expenses are translated at the average rates of
exchange in effect during the year. The related translation adjustments are
made directly to a separate component of shareholders' investment.
Derivatives: Potential losses on foreign currency hedges with controlled
subsidiaries are carried on the balance sheet. Gains and losses related to all
other hedges of anticipated transactions are deferred and recognized as
adjustments of carrying amounts when the hedged transaction occurs.
Start-Up Costs: It is the Company's policy to expense all start-up costs for
new manufacturing plants being constructed. Under this policy, the Company
expensed $5,300,000 in fiscal 1995 of start-up costs for plants being
constructed, as described in Note 6.
(2) INCOME TAXES:
The provision for income taxes consists of the following (in thousands of
dollars):
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Current
Federal.......... $ 67,255 $62,795 $43,403
State............ 10,644 10,482 7,464
Foreign.......... 873 2,059 818
-------- ------- -------
78,772 75,336 51,685
Deferred............ (13,202) (8,096) (7,625)
-------- ------- -------
Total............... $ 65,570 $67,240 $44,060
======== ======= =======
</TABLE>
For 1993, the deferred tax provision was computed in accordance with Accounting
Principles Board Opinion No. 11. This provision consisted of the following
items (in thousands of dollars):
<TABLE>
<CAPTION>
1993
----
<S> <C>
Future income tax effect of tax depreciation
less than book depreciation.......................... $(3,007)
Tax effect resulting from maintenance and supply
inventories being capitalized for tax purposes, but
which continue to be expensed for book purposes...... 1,213
Other items............................................ (5,831)
-------
$(7,625)
=======
</TABLE>
A reconciliation of the U.S. statutory tax rates to the effective tax rates
follows:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
U.S. statutory rate........... 35.0% 35.0% 34.0%
State taxes, net of
Federal tax benefit......... 3.5% 3.6% 3.8%
Foreign Sales Corporation
tax benefit................. (.6%) (.5%) (.9%)
Loss on foreign subsidiary
not deductible.............. -- -- 1.0%
Other......................... .6% 1.5% .6%
----- ----- -----
Effective tax rate............ 38.5% 39.6% 38.5%
===== ===== =====
</TABLE>
17
<PAGE> 8
NOTES...
At the beginning of fiscal year 1994, the Company adopted FAS No. 109
(Accounting For Income Taxes) which required a change in the recording of
deferred taxes. The former method emphasized provisions which were made in the
income statement. The emphasis in the new method is on the balance sheet and
requires that the amounts to be recorded are the amounts which will eventually
be paid out. The adoption of this standard resulted in a cumulative adjustment
which was recorded as income totaling $8,346,000 or $.29 per share.
The components of deferred tax assets and liabilities at the end of the fiscal
year were (in thousands of dollars):
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Future Income Tax Benefits:
Inventory...................................... $ 3,710 $ 3,675
Prepaid Expenses............................... 167 1,712
Payroll Related Accruals....................... 4,153 7,145
Warranty Reserves.............................. 11,838 11,622
Other Accrued Liabilities...................... 8,255 6,727
Miscellaneous.................................. 3,253 1,987
-------- --------
$ 31,376 $ 32,868
======== ========
</TABLE>
Deferred Income Taxes:
Difference between book and tax methods applied
to maintenance and supply inventories........ $ (6,618) $ (4,037)
Pension Cost................................... (400) 3,487
Accumulated Depreciation....................... 39,176 43,866
Accrued Employee Benefits...................... (6,469) (6,047)
Postretirement Health Care Obligation.......... (26,796) (24,991)
Miscellaneous.................................. (759) 39
-------- --------
Net Deferred Income Tax (Asset) Liability.... $ (1,866) $ 12,317
======== ========
(3) INDUSTRY SEGMENTS:
Certain information concerning the Company's industry segments is presented
below (in thousands of dollars):
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
SALES --
Engines & parts............. $1,276,264 $1,197,744 $1,066,053
Locks....................... 63,413 87,773 73,409
---------- ---------- ----------
$1,339,677 $1,285,517 $1,139,462
========== ========== ==========
INCOME FROM OPERATIONS --
Engines & parts............. $ 162,903 $ 158,900 $ 128,079
Locks....................... 6,863 12,845 1,346
---------- ---------- ----------
$ 169,766 $ 171,745 $ 129,425
========== ========== ==========
ASSETS --
Engines & parts............. $ 798,493 $ 467,561 $ 458,369
Locks....................... -- 46,832 49,557
Unallocated................. -- 262,962 148,181
---------- ---------- ----------
$ 798,493 $ 777,355 $ 656,107
========== ========== ==========
DEPRECIATION EXPENSE --
Engines & parts............. $ 42,746 $ 40,605 $ 44,895
Locks....................... 1,699 2,345 2,327
---------- ---------- ----------
$ 44,445 $ 42,950 $ 47,222
========== ========== ==========
EXPENDITURES FOR PLANT AND
EQUIPMENT --
Engines & parts............. $ 124,604 $ 37,398 $ 34,251
Locks....................... 6,430 3,406 3,859
---------- ---------- ----------
$ 131,034 $ 40,804 $ 38,110
========== ========== ==========
</TABLE>
On February 27, 1995, the Company spun off its lock business to its shareholders
in a tax-free distribution. This spin-off was accomplished by distributing
shares in a newly created corporation on the basis of one share in the new
corporation for each five shares of Briggs & Stratton Corporation stock held on
February 16, 1995. The newly created corporation, STRATTEC SECURITY
CORPORATION, is publicly traded. This distribution resulted in a charge of
$40,966,000 against the retained earnings account and represented the total of
the net assets transferred to STRATTEC. The financial statements of Briggs &
Stratton Corporation have not been restated to deal with this distribution as a
discontinued operation because the amounts were not material.
18
<PAGE> 9
NOTES...
The preceding Sales, Income From Operations, Depreciation Expense, and
Expenditures For Plant and Equipment reflect 1995 data for the lock business
from the beginning of the fiscal year to the date of spin-off.
Unallocated assets include cash and cash equivalents, short-term investments,
future income tax benefits, prepaid pension costs and other assets.
Export sales for fiscal 1995 were $312,234,000 (23% of total sales), for fiscal
1994 were $264,866,000 (21%) and for fiscal 1993 were $249,610,000 (22%). These
sales were principally to customers in European countries.
In the fiscal years 1995, 1994 and 1993, there were sales to three major engine
customers that exceeded 10% of total Company net sales. The sales to these
customers are summarized below (in thousands of dollars and percent of total
Company sales):
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
Customer SALES % Sales % Sales %
----- --- ----- --- ----- ---
<S> <C> <C> <C> <C> <C> <C>
A $237,241 18% $234,363 18% $214,995 19%
B 189,916 14% 149,397 12% 139,662 12%
C 155,072 12% 148,091 12% 119,912 11%
-------- --- -------- --- -------- ---
$582,229 44% $531,851 42% $474,569 42%
======== === ======== === ======== ===
</TABLE>
(4) INDEBTEDNESS:
The Company had access to domestic lines of credit totaling $47,000,000 during
fiscal year 1995, all of which were unused. These lines will remain available
until they expire at various dates, the latest of which is in December, 1995.
These lines are renewable annually with arrangements providing amounts for
short-term use at the then prevailing rate. There are no significant
compensating balance requirements.
The following data relates to domestic notes payable:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Balance at Fiscal Year End..... $6,750,000 $ --
Weighted Average Interest
Rate at Fiscal Year End...... 5.00% --
</TABLE>
The lines of credit available to the Company in foreign countries are in
connection with short-term borrowings and bank overdrafts used in the normal
course of business. These amounts total $21,000,000, expire at various times
through September, 1995 and are renewable. None of these arrangements had
material commitment fees or compensating balance requirements.
The following information relates to the foreign loans:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Balance at Fiscal Year End .... $19,653,000 $21,323,000
Weighted Average Interest
Rate at Fiscal Year End .... 5.80% 6.13%
</TABLE>
The Company's long-term debt consists of 9.21% Senior Notes due June 15, 2001.
Payments on these notes are due in five equal annual installments beginning in
1997. The notes include covenants that limit total borrowings, require
maintenance of $200,000,000 minimum net worth and set certain restrictions on
the sale or collateralizing of the Company's assets.
19
<PAGE> 10
NOTES...
(5) OTHER INCOME (EXPENSE):
The components of other income (expense) are (in thousands of dollars):
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Interest Income....................... $ 6,840 $ 3,527 $ 1,640
Gain on sale of German land
and buildings....................... -- 2,819 --
Loss on the disposition of plant
and equipment....................... (1,452) (2,723) (4,027)
Loss on foreign subsidiary............ -- -- (3,500)
Income from joint ventures............ 2,842 2,307 1,120
Other Items........................... 959 1,043 1,030
------- ------- -------
Total................................. $ 9,189 $ 6,973 $(3,737)
======= ======= =======
</TABLE>
The $3,500,000 loss on foreign subsidiary in fiscal year 1993 is the
recognition of the cumulative translation adjustment relating to the Company's
German subsidiary, which changed business operations during the year from an
engine and parts distributor to a commissioned agent.
(6) GUARANTEES AND COMMITMENTS:
The Company is a 50% guarantor on bank loans of two unconsolidated joint
ventures. One is in Japan for the manufacture of engines and the second in the
United States for the manufacture of parts. These bank loans totaled
approximately $18,000,000 at the end of 1995.
The Company previously committed itself to the building of three new
engine plants in the United States. It was originally estimated that the
incremental capital expenditures for these new plants and plant expansions
would total $112,000,000. This amount was subsequently increased by
$12,000,000, primarily to reflect more current construction cost estimates at
two of the three plants. The Company was also committed to the purchase of a
foundry, totaling an additional $20,000,000. A total of $101,500,000 has been
spent on these projects through the 1995 fiscal year end and is contained in
the Construction In Progress account on the accompanying balance sheet.
The Company has no other material commitments for materials or capital
expenditures at July 2, 1995.
20
<PAGE> 11
NOTES...
(7) STOCK OPTIONS:
In 1990, shareholders approved the Stock Incentive Plan under which
400,000 shares of the Company's common stock were reserved for issuance. In
fiscal 1994, shareholders approved an additional 1,250,000 shares for issuance
under the Plan, bringing the total shares reserved for issuance to 1,650,000.
In fiscal 1995, pursuant to the terms of the Plan, the number of shares
reserved for issuance was adjusted to 3,361,935 to reflect the two-for-one
stock split and the spin-off of its lock business.
Information on the options outstanding is as follows:
<TABLE>
<CAPTION>
Options Outstanding in Number of
Common Stock Shares
--------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Balance, beginning of year......... 606,864 390,184 415,000
Granted during the year --
1994 at $48.369................. -- 253,420 --
1995 at $45.854................. 552,000 -- --
Increase due to spin-off........... 83,843 -- --
Exercised during the year.......... (43,827) (19,000) (24,816)(a)
Terminated during the year......... (29,260) (17,740) --
--------- ------- -------
Balance, end of year............... 1,169,620 606,864 390,184
========= ======= =======
</TABLE>
<TABLE>
<Caption
Grant Summary
- -------------------------------------------------------------------------------
Fiscal Grant Exercise Date Options Expiration
Year Date Price(b) Exercisable Outstanding Date
- ------ ----- -------- ----------- ----------- ----------
<S> <C> <C> <C> <C> <C>
1990 2-20-90 $13.014 50%, 1-1-94; 22,934 2-19-00
50%, 1-1-95
1991 2-19-91 14.524 50%, 1-1-95; 112,387 2-18-01
50%, 1-1-96
1992 5-18-92 21.525 50%, 1-1-96; 208,709 5-17-02
50%, 1-1-97
1994 8-16-93 48.369 8-16-96 258,085 8-16-98
1995 8-12-94 45.854 8-12-97 567,505 8-12-99
</TABLE>
There were no options granted in fiscal 1993.
(a) Options exercised reflect an acceleration of exercise rights due to
employee retirements.
(b) Exercise prices have been adjusted to reflect two-for-one stock split and
the spin-off of the Company's lock business.
(8) SHAREHOLDER RIGHTS PLAN:
In 1989, the Board of Directors declared a dividend distribution of one
common stock purchase right (a ''right'') for each share of the Company's
common stock. Each right, as adjusted for the stock split and spin-off, would
entitle shareowners to buy .5409 of one share of the Company's common stock at
an exercise price of $39.29 per full common share, subject to adjustment. The
rights are not currently exercisable, but would become exercisable if certain
events occurred relating to a person or group acquiring or attempting to
acquire 20 percent or more of the outstanding shares of common stock. In fiscal
1995, the Board of Directors amended the Rights Plan accelerating the
expiration date from January 5, 2000 to July 1, 1996, unless the rights are
redeemed or exchanged by the Company earlier.
21
<PAGE> 12
NOTES...
(9) RETIREMENT PLANS AND POSTRETIREMENT COSTS:
The Company has noncontributory, defined benefit retirement plans covering most
employees. The following tables summarize the plans' income and expense,
actuarial assumptions, and funded status for the three years indicated (dollars
in thousands):
<TABLE>
<CAPTION>
Qualified Plans Supplemental Plans
-------------------------------------- ---------------------------------------
1995 1994 1993 1995 1994 1993
--------- --------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C>
Income and Expense:
Service Cost-Benefits Earned
During the Year . . . . . . . . . . . . $ 15,098 $ 13,079 $ 12,222 $ 453 $ 296 $ 150
Interest Cost on Projected
Benefit Obligation . . . . . . . . . . 39,877 36,408 35,448 904 706 542
Actual Return on Plan Assets . . . . . . . (89,941) (7,152) (56,232) (3) (3) (2)
Net Amortization, Deferral
and Windows . . . . . . . . . . . . . . 37,078 (42,978) 8,577 333 380 198
-------- -------- -------- -------- ------- -------
Net Periodic Pension
Expense (Income) . . . . . . . . . . . . $ 2,112 $ (643) $ 15 $ 1,687 $ 1,379 $ 888
======== ======== ======== ======== ======= =======
Actuarial Assumptions:
Discount Rate Used to Determine
Present Value of Projected
Benefit Obligation . . . . . . . . . . . 7.75% 7.75% 8.25% 7.75% 7.75% 8.25%
Expected Rate of Future
Compensation Level Increases . . . . . . 5.5% 5.5% 5.5% 5.5% 5.5% 6.5%
Expected Long-Term Rate of
Return on Plan Assets . . . . . . . . . 9.0% 9.0% 9.0% 9.0% 9.0% 9.0%
Funded Status:
Actuarial Present Value of
Benefit Obligations:
Vested . . . . . . . . . . . . . . . . $389,117 $359,383 $326,062 $ 7,991 $ 6,560 $ 5,592
Non-Vested . . . . . . . . . . . . . . 36,144 34,382 37,623 6 23 4
-------- -------- -------- -------- ------- -------
Accumulated Benefit
Obligation . . . . . . . . . . . . . 425,261 393,765 363,685 7,997 6,583 5,596
Effect of Projected Future
Wage and Salary Increases . . . . . . . 124,651 112,771 101,471 4,679 3,267 1,410
-------- -------- -------- -------- ------- -------
Projected Benefit Obligation . . . . . . 549,912 506,536 465,156 12,676 9,850 7,006
Plan Assets at Fair Market Value . . . . . 609,385 560,585 578,780 100 103 58
-------- -------- -------- -------- ------- -------
Plan Assets in Excess of (Less Than)
Projected Benefit Obligation . . . . . . 59,473 54,049 113,624 (12,576) (9,747) (6,948)
Remaining Unrecognized Net
Obligation (Asset) Arising
from the Initial Application of
SFAS No. 87 . . . . . . . . . . . . . . (36,902) (43,776) (49,256) 258 336 414
Unrecognized Net Loss (Gain) . . . . . . . (21,992) (502) (55,560) 5,277 3,416 2,486
Unrecognized Prior Service Cost . . . . . (2,185) (1,090) (1,206) 1,102 1,176 -
-------- -------- -------- -------- ------- -------
Prepaid (Accrued) Pension Cost . . . . . . $ (1,606) $ 8,681 $ 7,602 $ (5,939) $(4,819) $(4,048)
======== ======== ======== ======== ======== =======
</TABLE>
As part of the spin-off of the lock business as described in Note 3, the
Company's pension trust transferred $15,872,000 in plan assets to STRATTEC
SECURITY CORPORATION. This transfer also resulted in an increase of $5,000,000
in the prepaid pension cost account.
22
<PAGE> 13
NOTES . . .
The Company offered early retirement windows to certain of its Milwaukee union
members during the 1995 fiscal year. As a result, $13,806,000 was added to
pension expense and $5,253,000 was added to postretirement health care expense
in the fourth quarter of the 1995 fiscal year.
The defined benefit pension plan which covers most U.S. non-Wisconsin hourly
employees will be liquidated and replaced by a defined contribution retirement
plan at the beginning of the 1996 calendar year. The plan to be replaced
contains $2,381,000 of plan assets and $1,976,000 of accumulated benefit
obligation.
Salaried employees of the Company may participate in a salary reduction
deferred compensation plan. The Company makes matching contributions of $.50
for every $1.00 deferred by a participant to a maximum of 3% of each
participant's salary. Company contributions totaled $1,756,000 in 1995,
$1,630,000 in 1994 and $1,461,000 in 1993.
At the beginning of fiscal year 1994, the Company adopted two Statements of
Financial Accounting Standards (FAS) as follows:
FAS 106 - Postretirement Benefits Other Than Pensions -
This standard requires that the Company record the expected cost of health
care and life insurance benefits during the years that the employees
render service - a significant change from the preceding method which
recognized health care benefits on a cash basis. Postretirement life
insurance benefits were previously being accounted for in a manner
substantially emulating the new standards, so no adjustment was necessary.
The cumulative effect of this change in accounting for postretirement
health care benefits was a charge totaling $65,954,000 on a before tax
basis or $40,232,000 on an after tax basis ($1.39 per share). The
additional annual cost of accruing this cost over the former method was
approximately $2,000,000.
For measurement purposes, a 10.5% annual rate of increase in the per
capita cost of covered health care claims was assumed for the years 1995
through 1997, decreasing gradually to 6% for the year 2007. The health
care cost trend rate assumption has a significant effect on the amounts
reported. The rates, if increased by 1%, would add $7,428,000 to the
accumulated postretirement benefit and $902,000 to the service and interest
cost for the year.
The discount rate used in determining the accumulated postretirement
benefit obligations was 7.75% compounded annually. Both the health
care and life insurance plans are unfunded.
The components of the accumulated postretirement benefit obligations were
(in thousands of dollars):
<TABLE>
<CAPTION>
Health Care
-----------
1995 1994
---- ----
<S> <C> <C>
Retirees . . . . . . . . . . . . $33,801 $20,063
Fully Eligible
Plan Participants . . . . . . 4,990 12,110
Other Active Participants. . . . 34,616 36,155
------- -------
$73,407 $68,328
Unrecognized net obligation . . -- --
Unrecognized gain . . . . . . . -- 151
------- -------
$73,407 $68,479
Less current portion . . . . . . 4,700 4,400
------- -------
$68,707 $64,079
======= =======
<CAPTION>
Life Insurance
--------------
1995 1994
---- ----
<S> <C> <C>
Retirees . . . . . . . . . . . . $ 8,553 $ 7,988
Fully Eligible
Plan Participants. . . . . . . 1,453 1,299
Other Active Participants. . . . 1,588 1,402
------- -------
$11,594 $10,689
Unrecognized net obligation. . . (600) (658)
Unrecognized loss . . . . . . . (1,096) (41)
------- -------
$ 9,898 $ 9,990
Less current portion . . . . . . -- --
------- -------
$ 9,898 $ 9,990
======= =======
</TABLE>
The current portion of the health care component above represents the
benefits expected to be paid within the next twelve months and is
included in the caption Accrued Liabilities in the accompanying balance
sheet. The net health care balance has its own caption in this balance
sheet. The life insurance component is included in the caption Accrued
Employee Benefits.
23
<PAGE> 14
NOTES ...
The net periodic postretirement costs recorded were (in thousands of
dollars):
<TABLE>
<CAPTION>
Health Care
--------------------
1995 1994
---- ----
<S> <C> <C>
Service Cost-Benefits attributed to service during the year......... $1,680 $1,768
Interest cost on accumulated benefit obligation .................... 5,150 4,951
------ ------
$6,830 $6,719
====== ======
<CAPTION>
Life Insurance
---------------------
1995 1994
---- ----
<S> <C> <C>
Service Cost-Benefits attributed to service during the year......... $ 73 $ 75
Interest cost on accumulated benefit obligation .................... 801 786
Other .............................................................. 47 47
------ ------
$ 921 $ 908
====== ======
</TABLE>
The cost of retiree health care benefits which were expensed when claims
were paid under the previous accounting method in fiscal 1993 totaled
$4,522,000.
FAS 112 - Postemployment Benefits -
This standard was also adopted in fiscal 1994 and required that the Company
record the expected cost of postemployment benefits (not to be confused with
the postretirement benefits described in the preceding paragraphs), also over
the years that employees render service. These benefits are substantially
smaller amounts because they apply only to employees who permanently
terminate employment prior to retirement. The cumulative effect of this
change was a charge totaling $1,102,000 or $672,000 after taxes ($.02 per
share). There will be no significant increase in the annual costs of these
plans.
The items included in this amount are disability payments, life insurance and
medical benefits, and these amounts are also discounted using a 7.75%
interest rate.
The balance in this reserve at the end of fiscal 1995 was $1,106,000 and
at the end of fiscal 1994 was $1,119,000. Both were included in the caption
Accrued Employee Benefits in the accompanying balance sheets.
(10) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS:
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:
Cash and Cash Equivalents: The carrying amount approximates fair value because
of the short maturity of those instruments.
Long-Term Debt: The fair value of the Company's long-term debt is estimated
based on quotations made on similar issues.
The estimated fair values of the Company's financial instruments are as follows
(in thousands of dollars):
<TABLE>
<CAPTION>
1995
----------------------
Carrying Fair
Amount Value
-------- --------
<S> <C> <C>
Cash and Cash Equivalents ............................ $170,648 $170,648
Long-Term Debt ...................................... $ 75,000 $ 81,500
<CAPTION>
1994
----------------------
Carrying Fair
Amount Value
-------- --------
<S> <C> <C>
Cash and Cash Equivalents ........................... $221,101 $221,101
Long-Term Debt ...................................... $ 75,000 $ 77,889
</TABLE>
24
<PAGE> 15
NOTES...
(11) STOCK SPLIT:
On October 19, 1994, shareholders approved a doubling of the authorized common
stock shares to 60,000,000. This allowed the Company to effect a 2-for-1 stock
split previously authorized by the Board of Directors. The distribution on
November 14, 1994 increased the number of shares outstanding from 14,463,500 to
28,927,000. The amount of $144,000 was transferred from the additional paid-in
capital account to the common stock account to record this distribution. All per
share amounts in this report have been restated to reflect this stock split.
(12) FOREIGN EXCHANGE RISK MANAGEMENT:
The Company enters into forward exchange contracts to hedge purchase and sale
commitments denominated in foreign currencies. The term of these currency
derivatives never exceeds one year and the purpose is to protect the Company
from the risk that the eventual dollars being transferred will be adversely
affected by changes in exchange rates.
The Company has forward foreign currency exchange contracts to purchase 5.2
billion Japanese yen for $63 million through June, 1996. These contracts are
used to hedge the commitments to purchase engines from the Company's Japanese
joint venture and accordingly any gain or loss has been deferred at the end of
the 1995 fiscal year. The amount deferred was a loss of approximately
$2,000,000.
The Company's foreign subsidiaries have the following forward currency
contracts outstanding at the end of fiscal 1995:
<TABLE>
<CAPTION>
In Millions
---------------------
Local U.S. Latest
Currency Currency Dollars Expiration Date
- -------- -------- ------- ---------------
<S> <C> <C> <C>
German Deutschemarks...... 10.4 7.0 November, 1995
Australian Dollars........ 1.5 1.1 October, 1995
Canadian Dollars.......... 4.4 3.2 June, 1996
</TABLE>
The estimated losses on these contracts has been fully provided for by the
Company.
25
<PAGE> 16
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Shareholders of
Briggs & Stratton Corporation:
We have audited the accompanying consolidated balance sheets of Briggs &
Stratton Corporation (a Wisconsin Corporation) and subsidiaries as of July 2,
1995 and July 3, 1994, and the related consolidated statements of income,
shareholders' investment and cash flows for each of the three years in the
period ended July 2, 1995. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Briggs & Stratton Corporation
and subsidiaries as of July 2, 1995 and July 3, 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
July 2, 1995, in conformity with generally accepted accounting principles.
As discussed in Notes 2 and 9 to the consolidated financial statements,
effective at the beginning of the 1994 fiscal year, the Company changed its
methods of accounting for postretirement benefits other than pensions,
postemployment benefits and income taxes.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
July 28, 1995.
<PAGE> 1
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT NO. 21
SUBSIDIARIES OF THE REGISTRANT
<TABLE>
<CAPTION>
State or Country Percent Voting
Subsidiary of Incorporation Stock Owned
---------- ---------------- -----------
<S> <C> <C>
Briggs & Stratton AG Switzerland 100%
Briggs & Stratton Australia Pty. Limited Australia 100%
Briggs & Stratton Canada Inc. Canada 100%
Briggs & Stratton France S.A.R.L. France 100%
Briggs & Stratton Europe GmbH Germany 100%
Briggs & Stratton International Sales Corp. Virgin Islands 100%
Briggs & Stratton Netherlands B.V. Netherlands 100%
Briggs & Stratton New Zealand Limited New Zealand 100%
Briggs & Stratton Sweden AB Sweden 100%
Briggs & Stratton U.K. Limited United Kingdom 100%
Future Parkland Development, Inc. Wisconsin 100%
POWERCOM-2000, Inc. Wisconsin 100%
</TABLE>
1
<PAGE> 1
BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES
EXHIBIT NO. 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports included (or incorporated by reference) in this Form 10-K, into the
Company's previously filed Registration Statements, File No. 33-39113 and File
No. 33-54357.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin,
September 25, 1995.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUL-02-1995
<PERIOD START> JUL-04-1994
<PERIOD-END> JUL-02-1995
<CASH> 170,648,000
<SECURITIES> 0
<RECEIVABLES> 94,116,000
<ALLOWANCES> 0
<INVENTORY> 140,674,000
<CURRENT-ASSETS> 453,330,000
<PP&E> 726,331,000
<DEPRECIATION> 383,034,000
<TOTAL-ASSETS> 798,493,000
<CURRENT-LIABILITIES> 197,255,000
<BONDS> 0
<COMMON> 289,000
0
0
<OTHER-SE> 439,189,000
<TOTAL-LIABILITY-AND-EQUITY> 798,493,000
<SALES> 1,339,677,000
<TOTAL-REVENUES> 1,339,677,000
<CGS> 1,068,059,000
<TOTAL-COSTS> 1,068,059,000
<OTHER-EXPENSES> 92,663,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8,580,000
<INCOME-PRETAX> 170,375,000
<INCOME-TAX> 65,570,000
<INCOME-CONTINUING> 104,805,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 104,805,000
<EPS-PRIMARY> 3.62
<EPS-DILUTED> 3.62
</TABLE>
