UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



| |  |            |  |                                                          |  |               |  | 
| |  | ---------- |  | -------------------------------------------------------- |  | ------------- |  | 
| |  | (Mark One) |  |                                                          |  |              
| |  | [  
ü  ]   |  | ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE     |  |              
| |  |            |  | SECURITIES EXCHANGE ACT OF 1934                          |  |              
| |  |            |  | For the fiscal year ended                                |  | JUNE 27,
2010 |  | 
| |  |            |  | OR                                                       |  |              
| |  | [      ]   |  | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE |  |              
| |  |            |  | SECURITIES EXCHANGE ACT OF 1934                          |  |              
| |  |            |  | 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 incorporation or organization) |  | (I.R.S. Employer 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:



|                                         |  |                                          
|---------------------------------------- |  | -----------------------------------------
|Title of Each Class                      |  | Name of Each Exchange on Which Registered
|Common Stock (par value $0.01 per share) |  | New York Stock Exchange                  
|                                         | 
|Common Share Purchase Rights             |  | New York Stock Exchange                  

Securities registered pursuant to
Section 12(g) of the Act:      NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities
Act.        Yes ü  No

Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.        Yes   No
ü

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
ü  No

Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files). Yes   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. [            ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

|                                                                    |  |                   |  |                           |  | 
|------------------------------------------------------------------- |  | ----------------- |  | ------------------------- |  | 
|Large accelerated filer ü                                           |  | Accelerated filer |  | Smaller reporting company |  | 
|                                                                    | 
|Non-accelerated filer (Do not check if a smaller reporting
company) |  |                  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes   No
ü

The aggregate market value of Common Stock held by nonaffiliates of the registrant was approximately $946.7 million based on the reported last sale price of such
securities as of December 24, 2009, the last business day of the most recently completed second fiscal quarter.

Number of Shares of Common Stock
Outstanding at August 23, 2010: 50,334,962.

DOCUMENTS INCORPORATED BY REFERENCE



|                                                       |  |                                                                   
|------------------------------------------------------ |  | ------------------------------------------------------------------
|Document                                               |  | Part of Form 10-K Into Which Portions
of Document are
Incorporated
|Proxy Statement for Annual Meeting on October 20, 2010 |  | Part III                                                          

The Exhibit Index is located on page 68.



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BRIGGS & STRATTON CORPORATION

FISCAL 2010 FORM 10-K

TABLE
OF CONTENTS



|         |  |                                                                                                                  |  |   
|-------- |  | ---------------------------------------------------------------------------------------------------------------- |  | --
|PART I   |  | Page                                                                                                            
|Item 1.  |  | Business                                                                                                         |  | 1 
|Item 1A. |  | Risk Factors                                                                                                     |  | 4 
|Item 1B. |  | Unresolved Staff Comments                                                                                        |  | 9 
|Item 2.  |  | Properties                                                                                                       |  | 9 
|Item 3.  |  | Legal Proceedings                                                                                                |  | 10
|Item 4.  |  | (Removed and Reserved)                                                                                           |  | 12
|         |  | Executive Officers of the Registrant                                                                             |  | 13
|PART II  |  |                                                                                                                 
|Item 5.  |  | Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |  | 15
|Item 6.  |  | Selected Financial Data                                                                                          |  | 16
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                            |  | 17
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                       |  | 25
|Item 8.  |  | Financial Statements and Supplementary Data                                                                      |  | 26
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                             |  | 64
|Item 9A. |  | Controls and Procedures                                                                                          |  | 64
|Item 9B. |  | Other Information                                                                                                |  | 64
|PART III |  |                                                                                                                 
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                                           |  | 64
|Item 11. |  | Executive Compensation                                                                                           |  | 65
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters                   |  | 65
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                        |  | 65
|Item 14. |  | Principal Accountant Fees and Services                                                                           |  | 65
|PART IV  |  |                                                                                                                 
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                       |  | 65
|         |  | Signatures                                                                                                       |  | 67

Cautionary Statement on Forward-Looking Statements

This report contains certain forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from
those projected in the forward-looking statements. The words anticipate, believe, could, estimate, expect, forecast, intend, may, objective,
plan, project, seek, think, will, and similar expressions are intended to identify forward-looking statements. The forward-looking statements are based on the Companys current views
and assumptions and involve risks and uncertainties that include, among other things, the ability to successfully forecast demand for our products and appropriately adjust our manufacturing and inventory levels; changes in our operating expenses;
changes in interest rates; the effects of weather on the purchasing patterns of consumers and original equipment manufacturers (OEMs); actions of engine manufacturers and OEMs with whom we compete; the seasonal nature of our business; changes in
laws and regulations, including environmental, tax, pension funding and accounting standards; the ability to secure adequate working capital funding and meet related covenants; work stoppages or other consequences of any deterioration in our
employee relations; work stoppages by other unions that affect the ability of suppliers or customers to manufacture; acts of war or terrorism that may disrupt our business operations or those of our customers and suppliers; changes in customer and
OEM demand; changes in prices of raw materials and parts that we purchase; changes in domestic economic conditions, including housing starts and changes in consumer confidence; changes in the market value of the assets in our defined benefit pension
plan and any related funding requirements; changes in foreign economic conditions, including currency rate fluctuations; the ability to bring new productive capacity on line efficiently and with good quality; the ability to successfully realize the
maximum market value of assets that may require disposal if products or production methods change; new facts that come to light in the future course of litigation proceedings which could affect our assessment of those matters; and other factors that
may be disclosed from time to time in our SEC filings or otherwise, including the factors discussed in Item 1A, Risk Factors, of the Companys Annual Report on Form 10-K and in its periodic reports on Form 10-Q. Some or all of the factors
may be beyond our control. We caution you that any forward-looking statement reflects only our belief at the time the statement is made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the
date on which the statement is made.



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PART I



|ITEM 1. | BUSINESS
|------- | --------

Briggs & Stratton (the
Company) is the worlds largest producer of air cooled gasoline engines for outdoor power equipment. Briggs & Stratton designs, manufactures, markets and services these products for original equipment manufacturers (OEMs)
worldwide. These engines are aluminum alloy gasoline engines with displacements ranging from 141 to 993 cubic centimeters.

Additionally, through its
wholly owned subsidiary, Briggs & Stratton Power Products Group, LLC, Briggs & Stratton is a leading designer, manufacturer and marketer of generators (portable and standby), pressure washers, snow throwers, lawn and garden powered
equipment (primarily riding and walk behind mowers and tillers) and related service parts and accessories.

Briggs & Stratton conducts its
operations in two reportable segments: Engines and Power Products. Further information about Briggs & Strattons business segments is contained in Note 7 of the Notes to Consolidated Financial Statements.

The Companys Internet address is www.briggsandstratton.com. The Company makes available free of charge (other than an investors own Internet access
charges) through its Internet website the Companys Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as soon as reasonably practicable after it electronically files such material with, or furnishes such material to, the Securities and Exchange Commission. Charters of the Audit, Compensation, Nominating and
Governance Committees; Corporate Governance Guidelines and code of business conduct and ethics contained in the Briggs & Stratton Business Integrity Manual are available on the Companys website and are available in print to any
shareholder upon request to the Corporate Secretary.

Engines

General

Briggs & Strattons engines are used
primarily by the lawn and garden equipment industry, which accounted for 83% of the segments fiscal 2010 engine sales to OEMs. Major lawn and garden equipment applications include walk-behind lawn mowers, riding lawn mowers, garden tillers and
snow throwers. The remaining 17% of engine sales to OEMs in fiscal 2010 were for use on products for industrial, construction, agricultural and other consumer applications, that include generators, pumps and pressure washers. Many retailers specify
Briggs & Strattons engines on the power equipment they sell, and the Briggs & Stratton name is often featured prominently on a product despite the fact that the engine is a component.

In fiscal 2010, approximately 28% of Briggs & Strattons Engines segment net sales were derived from sales in international markets, primarily to
customers in Europe. Briggs & Stratton serves its key international markets through its European regional office in Switzerland, its distribution center in the Netherlands and sales and service subsidiaries and offices in Australia,
Austria, Brazil, Canada, China, the Czech Republic, England, France, Germany, Italy, Japan, Mexico, New Zealand, Poland, Russia, South Africa, Sweden and the United Arab Emirates. Briggs & Stratton is a leading supplier of gasoline engines
in developed countries where there is an established lawn and garden equipment market. Briggs & Stratton also exports engines to developing nations where its engines are used in agricultural, marine, construction and other applications.
More detailed information about our foreign operations is in Note 7 of the Notes to Consolidated Financial Statements.

Briggs & Stratton
engines are sold primarily by its worldwide sales force through direct calls on customers. Briggs & Strattons marketing staff and engineers in the United States provide support and technical assistance to its sales force.

Briggs & Stratton also manufactures replacement engines and service parts and sells them to sales and service distributors. Briggs & Stratton owns
its principal international distributors. In the United States the distributors are independently owned and operated. These distributors supply service parts and replacement engines directly to independently owned, authorized service dealers
throughout the world. These distributors and service dealers incorporate Briggs & Strattons commitment to reliability and service.



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Customers

Briggs & Strattons engine sales are made primarily to OEMs. Briggs & Strattons three largest external engine customers in fiscal years
2010, 2009 and 2008 were Husqvarna Outdoor Products Group (HOP), MTD Products Inc. (MTD) and Deere & Company. Sales to the top three customers combined were 48%, 41% and 42% of Engines segment net sales in fiscal 2010, 2009 and 2008,
respectively. Under purchasing plans available to all of its gasoline engine customers, Briggs & Stratton typically enters into annual engine supply arrangements.

Briggs & Stratton believes that in fiscal 2010 more than 80% of all lawn and garden powered equipment sold in the United States was sold through mass
merchandisers such as The Home Depot, Inc. (The Home Depot), Lowes Companies, Inc. (Lowes), Sears Holdings Corporation (Sears) and Wal-Mart Stores, Inc. (Wal-Mart). Given the buying power of the mass merchandisers, Briggs &
Stratton, through its customers, has continued to experience pricing pressure; however, the Company attempts to recover increases in commodity costs through increased pricing.

Competition

Briggs & Strattons major
domestic competitors in engine manufacturing are Honda Motor Co., Ltd. (Honda), Kawasaki Heavy Industries, Ltd. (Kawasaki) and Kohler Co. (Kohler). Several Japanese and Chinese small engine manufacturers, of which Honda and Kawasaki are the largest,
compete directly with Briggs & Stratton in world markets in the sale of engines to other OEMs and indirectly through their sale of end products.

Briggs & Stratton believes it has a significant share of the worldwide market for engines that power outdoor equipment.

Briggs & Stratton believes the major areas of competition from all engine manufacturers include product quality, brand strength, price, timely delivery and
service. Other factors affecting competition are short-term market share objectives, short-term profit objectives, exchange rate fluctuations, technology, product support and distribution strength. Briggs & Stratton believes its product
value and service reputation have given it strong brand name recognition and enhanced its competitive position.

Seasonality of Demand

Sales of engines to lawn and garden OEMs are highly seasonal because of consumer buying patterns. The majority of lawn and garden equipment is sold
during the spring and summer months when most lawn care and gardening activities are performed. Sales of lawn and garden equipment are also influenced by consumer sentiment, employment levels, housing starts and weather conditions. Engine sales in
Briggs & Strattons fiscal third quarter have historically been the highest, while sales in the first fiscal quarter have historically been the lowest.

In order to efficiently use its capital investments and meet seasonal demand for engines, Briggs & Stratton pursues a relatively balanced production
schedule throughout the year. The schedule is adjusted to reflect changes in estimated demand, customer inventory levels and other matters outside the control of Briggs & Stratton. Accordingly, inventory levels generally increase during the
first and second fiscal quarters in anticipation of customer demand. Inventory levels begin to decrease as sales increase in the third fiscal quarter. This seasonal pattern results in high inventories and low cash flow for Briggs & Stratton
in the first, second and the beginning of the third fiscal quarters. The pattern results in higher cash flow in the latter portion of the third fiscal quarter and in the fourth fiscal quarter as inventories are liquidated and receivables are
collected.

Manufacturing

Briggs &
Stratton manufactures engines and parts at the following locations: Auburn, Alabama; Statesboro, Georgia; Murray, Kentucky; Poplar Bluff, Missouri; Wauwatosa, Wisconsin; Chongqing, China; and Ostrava, Czech Republic. Briggs & Stratton has a
parts distribution center in Menomonee Falls, Wisconsin.

As announced in April 2007, the Company discontinued operations at the Rolla, Missouri facility
during the second fiscal quarter of 2008. Engine manufacturing performed in Rolla was moved to the Chongqing, China and Poplar Bluff, Missouri plants.

Briggs & Stratton manufactures a majority of the structural components used in its engines, including aluminum die castings, carburetors and ignition
systems. Briggs & Stratton purchases certain parts such as piston rings, spark plugs, valves, ductile and grey iron castings, plastic components, some stampings and



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screw machine parts and smaller quantities of other components. Raw material purchases consist primarily of aluminum and steel. Briggs & Stratton believes its sources of supply are
adequate.

Briggs & Stratton has joint ventures with Daihatsu Motor Company for the manufacture of engines in Japan, with Starting Industrial of
Japan for the production of rewind starters and punch press components in the United States, and The Toro Company for the manufacture of two-cycle engines in China.

Briggs & Stratton has a strategic relationship with Mitsubishi Heavy Industries (MHI) for the global distribution of air cooled
gasoline engines manufactured by MHI in Japan under Briggs & Strattons Vanguard brand.

Power Products

General

Power Products segments (Power Products) principal product lines include portable and standby generators, pressure washers, snow throwers
and lawn and garden powered equipment. Power Products sells its products through multiple channels of retail distribution, including consumer home centers, warehouse clubs, mass merchants and independent dealers. Power Products product lines are
marketed under various brands including Briggs & Stratton, Brute, Craftsman®, Ferris, John
Deere®,
GE®, Murray, Simplicity, Snapper, Victa and
Troy-Bilt®.

Power
Products has a network of independent dealers worldwide for the sale and service of snow throwers, standby generators and lawn and garden powered equipment.

To support its international business, Power Products has leveraged the existing Briggs & Stratton worldwide distribution network.

Customers

Historically, Power Products major
customers have been Lowes, The Home Depot and Sears. Sales to these three customers combined were 33%, 35% and 34% of Power Products segment net sales in fiscal 2010, 2009 and 2008, respectively. Other U.S. customers include Wal-Mart,
Deere & Company, Tractor Supply Inc., and a network of independent dealers.

Competition

The principal competitive factors in the power products industry include price, service, product performance, technical innovation and delivery. Power Products has
various competitors, depending on the type of equipment. Primary competitors include: Honda (portable generators, pressure washers and lawn and garden equipment), Generac Power Systems, Inc. (portable and standby generators), Techtronic Industries
(pressure washers and portable generators), Deere & Company (commercial and consumer lawn mowers), MTD (commercial and consumer lawn mowers), The Toro Company (commercial and consumer lawn mowers), and HOP (commercial and consumer lawn
mowers).

Power Products believes it has a significant share of the North American market for portable generators and consumer pressure washers.

Seasonality of Demand

Power Products
sales are subject to seasonal patterns. Due to seasonal and regional weather factors, sales of pressure washers and lawn and garden powered equipment are typically higher during the fiscal third and fourth quarters than at other times of the year.
Sales of portable generators and snow throwers are typically higher during the first and second fiscal quarters.

Manufacturing

Power Products manufacturing facilities are located in Auburn, Alabama; McDonough, Georgia; Munnsville, New York; Newbern, Tennessee; Wauwatosa, Wisconsin;
and Sydney, Australia. Power Products also purchases certain powered equipment under contract manufacturing agreements.

As previously disclosed, Power
Products ceased operations at the Port Washington, Wisconsin facility during the second quarter of fiscal 2009 and moved production to the McDonough, Georgia; Newbern, Tennessee and Munnsville, New York facilities.



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In July 2009, the Company announced plans to close its Jefferson and Watertown, Wisconsin facilities. This production
was consolidated during fiscal 2010 into the existing Auburn, Alabama; McDonough, Georgia and Wauwatosa, Wisconsin facilities.

Power Products
manufactures core components for its products, where such integration improves operating profitability by providing lower costs.

Power Products
purchases engines from its parent, Briggs & Stratton, as well as from Honda, Kawasaki and Kohler. Power Products has not experienced any difficulty obtaining necessary engines or other purchased components.

Power Products assembles products for the international markets at its U.S. and Australian locations and through contract manufacturing agreements with other OEMs.

Consolidated

General Information

Briggs & Stratton holds patents on features incorporated in its products; however, the success of Briggs & Strattons business is
not considered to be primarily dependent upon patent protection. The Company owns several trademarks which it believes significantly affect a consumers choice of outdoor powered equipment and therefore create value. Licenses, franchises and
concessions are not a material factor in Briggs & Strattons business.

For the fiscal years ended June 27, 2010, June 28,
2009 and June 29, 2008, Briggs & Stratton spent approximately $22.3 million, $23.0 million and $26.5 million, respectively, on research activities relating to the development of new products or the improvement of existing products.

The average number of persons employed by Briggs & Stratton during fiscal 2010 was 6,545. Employment ranged from a low of 6,362 in June 2010 to
a high of 6,742 in November 2009.

Export Sales

Export sales for fiscal 2010, 2009 and 2008 were $396.7 million (20% of net sales), $399.6 million (19% of net sales) and $469.9 million (22% of net sales),
respectively. These sales were principally to customers in European countries. Refer to Note 7 of the Notes to Consolidated Financial Statements for financial information about geographic areas. Also, refer to Item 7A of this Form 10-K and Note
14 of the Notes to Consolidated Financial Statements for information about Briggs & Strattons foreign exchange risk management.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

In addition to the risks referred to elsewhere
in this Annual Report on Form 10-K, the following risks, among others, may have affected, and in the future could affect, the Company and its subsidiaries business, financial condition or results of operations. Additional risks not discussed
or not presently known to the Company or that the Company currently deems insignificant may also impact its business and stock price.

Demand for
products fluctuates significantly due to seasonality. In addition, changes in the weather and consumer confidence impact demand.

Sales of our
products are subject to seasonal and consumer buying patterns. Consumer demand in our markets can be reduced by unfavorable weather and weak consumer confidence. Although we manufacture throughout the year, our sales are concentrated in the second
half of our fiscal year. This operating method requires us to anticipate demand of our customers many months in advance. If we overestimate or underestimate demand during a given year, we may not be able to adjust our production quickly enough to
avoid excess or insufficient inventories, and that may in turn limit our ability to maximize our potential sales or maintain optimum working capital levels.

We have only a limited ability to pass through cost increases in our raw materials to our customers during the year.

We generally enter into annual purchasing plans with our largest customers, so our ability to raise our prices during a particular year to reflect increased raw
materials costs is limited.



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A significant portion of our net sales comes from major customers and the loss of any of these customers would
negatively impact our financial results.

In fiscal 2010, our three largest customers accounted for 37% of our consolidated net sales. The loss of a
significant portion of the business of one or more of these key customers would significantly impact our net sales and profitability.

Changes in
environmental or other laws could require extensive changes in our operations or to our products.

Our operations and products are subject to a
variety of foreign, federal, state and local laws and regulations governing, among other things, emissions to air, discharges to water, noise, the generation, handling, storage, transportation, treatment and disposal of waste and other materials and
health and safety matters. Additional engine emission regulations were phased in through 2008 by the State of California, and will be phased in between 2009 and 2012 by the U.S. Environmental Protection Agency. We do not expect these changes to have
a material adverse effect on us, but we cannot be certain that these or other proposed changes in applicable laws or regulations will not adversely affect our business or financial condition in the future.

Foreign economic conditions and currency rate fluctuations can reduce our sales.

In fiscal 2010, we derived approximately 25% of our consolidated net sales from international markets, primarily Europe. Weak economic conditions in Europe could
reduce our sales and currency fluctuations could adversely affect our sales or profit levels in U.S. dollar terms.

Actions of our competitors could
reduce our sales or profits.

Our markets are highly competitive and we have a number of significant competitors in each market. Competitors may
reduce their costs, lower their prices or introduce innovative products that could adversely affect our sales or profits. In addition, our competitors may focus on reducing our market share to improve their results.

Disruptions caused by labor disputes or organized labor activities could harm our business.

Currently, 10% of our workforce is represented by labor unions. In addition, we may from time to time experience union organizing activities in our non-union
facilities. Disputes with the current labor union or new union organizing activities could lead to work slowdowns or stoppages and make it difficult or impossible for us to meet scheduled delivery times for product shipments to our customers, which
could result in loss of business. In addition, union activity could result in higher labor costs, which could harm our financial condition, results of operations and competitive position.

As of August 1, 2010, a collective bargaining agreement between our Company and one of our unions covering approximately 430 jobs in the Milwaukee, Wisconsin
area expired. These employees continue working without a contract while negotiations with the union continue. Although we believe a work stoppage is unlikely, we have contingency plans in place including higher levels of component inventories.
However, prolonged work stoppages could have an adverse impact on our operating results or financial position.

Our level of debt and our ability to
obtain debt financing could adversely affect our operating flexibility and put us at a competitive disadvantage.

Our level of debt and the
limitations imposed on us by the indenture for the notes and our other credit agreements could have important consequences, including the following:



| |  | we will have to use a portion of our cash flow from operations for debt service rather than for our operations;
|- |  | ---------------------------------------------------------------------------------------------------------------



| |  | we may not be able to obtain additional debt financing for future working capital, capital expenditures or other corporate purposes or may have to pay more for
such financing;
|- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | some or all of the debt under our current or future revolving credit facilities will be at a variable interest rate, making us more vulnerable to increases in
interest rates;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | we could be less able to take advantage of significant business opportunities, such as acquisition opportunities, and to react to changes in market or industry
conditions;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | we may be more vulnerable to general adverse economic and industry conditions; and
|- |  | ----------------------------------------------------------------------------------



| |  | we may be disadvantaged compared to competitors with less leverage.
|- |  | -------------------------------------------------------------------



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The terms of the indenture for the senior notes do not fully prohibit us from incurring substantial additional debt in
the future and our revolving credit facilities permit additional borrowings, subject to certain conditions. As incremental debt is added to our current debt levels, the related risks we now face could intensify.

We expect to obtain the money to pay our expenses and to pay the principal and interest on the outstanding 8.875% senior notes that are due in March 2011, the
credit facilities and other debt primarily from our operations or by refinancing part of our existing debt. Our ability to meet our expenses thus depends on our future performance, which will be affected by financial, business, economic and other
factors. We will not be able to control many of these factors, such as economic conditions in the markets where we operate and pressure from competitors. We cannot be certain that the money we earn will be sufficient to allow us to pay principal and
interest on our debt and meet our other obligations. If we do not have enough money, we may be required to refinance all or part of our existing debt, sell assets or borrow more money. We cannot guarantee that we will be able to do so on terms
acceptable to us. In addition, the terms of existing or future debt agreements, including the revolving credit facilities and our indentures, may restrict us from adopting certain of these alternatives.

We are restricted by the terms of the outstanding senior notes and our other debt, which could adversely affect us.

The indenture relating to the senior notes and our revolving credit agreement include a number of financial and operating restrictions, which may prevent us from
capitalizing on business opportunities and taking some corporate actions. These covenants could adversely affect us by limiting our ability to plan for or react to market conditions or to meet our capital needs. These covenants include, among other
things, restrictions on our ability to:



| |  | pay dividends or make distributions in respect of our capital stock or to make certain other restricted payments;
|- |  | -----------------------------------------------------------------------------------------------------------------



| |  | incur indebtedness or issue preferred shares;
|- |  | ---------------------------------------------



| |  | create liens;
|- |  | -------------



| |  | make loans or investments;
|- |  | --------------------------



| |  | enter into sale and leaseback transactions;
|- |  | -------------------------------------------



| |  | agree to payment restrictions affecting our restricted subsidiaries;
|- |  | --------------------------------------------------------------------



| |  | consolidate or merge with other entities, sell or lease all or substantially all of our assets;
|- |  | -----------------------------------------------------------------------------------------------



| |  | enter into transactions with affiliates; and
|- |  | --------------------------------------------



| |  | dispose of assets or the proceeds of sales of our assets.
|- |  | ---------------------------------------------------------

In addition, our revolving credit facility contains financial covenants that, among other things, require us to maintain a minimum interest coverage ratio and
impose a maximum leverage ratio.

Our failure to comply with the restrictive covenants described above could result in an event of default, which, if not
cured or waived, could result in us being required to repay these borrowings before their due date. Non-cash charges, including goodwill impairment, could impact our convenant compliance. If we are forced to refinance these borrowings on less
favorable terms, our results of operations and financial condition could be adversely affected by increased costs and rates.

Current worldwide
economic conditions may adversely affect our industry, business and results of operations.

General worldwide economic conditions have experienced a
downturn due to the sequential effects of the subprime lending crisis, general credit market crisis, collateral effects on the finance and banking industries, increased energy costs, concerns about inflation, slower economic activity, decreased
consumer confidence, reduced corporate profits and capital spending, adverse business conditions and liquidity concerns. These conditions make it difficult for our customers, our vendors and us to accurately forecast and plan future business
activities, and they may cause U.S. and foreign OEMs and consumers to slow spending on our products. We cannot predict the timing or duration of any economic slowdown or the timing or strength of a subsequent economic recovery, worldwide or in the
specific end markets we serve. If the consumer and commercial lawn and garden markets significantly deteriorate due to these economic effects, our business, financial condition and results of operations will likely be materially and adversely
affected. Additionally, our



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stock price could decrease if investors have concerns that our business, financial condition and results of operations will be negatively impacted by a worldwide economic downturn.

As of June 27, 2010, goodwill was 15% of our total assets, and if we determine that goodwill has become impaired in the future, net income in such years
may be adversely affected.

Goodwill represents the excess of cost over the fair market value of net assets acquired in business combinations. We
review goodwill and other intangibles at least annually for impairment and any excess in carrying value over its implied fair value is charged to the results of operations. A reduction in net income resulting from the write down or impairment of
goodwill would affect financial results and could have an adverse impact upon the market price of our common stock. Adverse economic conditions could result in circumstances, such as a sustained decline in our stock price and market capitalization
or a decrease in our forecasted cash flows such that they are insufficient, indicating that the carrying value of our goodwill may be impaired. If we are required to record a significant charge to earnings in our consolidated financial statements
because an impairment of goodwill is determined, our results of operations will be adversely affected.

We are subject to litigation, including
product liability and warranty claims, that may adversely affect our business and results of operations.

We are a party to litigation that arises in
the normal course of our business operations, including product warranty and liability (strict liability and negligence) claims, contract disputes and environmental, asbestos, employment and other litigation matters. We face an inherent business
risk of exposure to product liability and warranty claims in the event that the use of our products is alleged to have resulted in injury or other damage. While we currently maintain general liability and product liability insurance coverage in
amounts that we believe are adequate, we cannot be sure that we will be able to maintain this insurance on acceptable terms or that this insurance will provide sufficient coverage against potential liabilities that may arise. Any claims brought
against us, with or without merit, may have an adverse effect on our business and results of operations as a result of potential adverse outcomes, the expenses associated with defending such claims, the diversion of our managements resources
and time and the potential adverse effect to our business reputation.

We have a defined benefit pension plan and future legislation or regulations
intended to reform the funding and reporting of pension benefit plans could adversely affect our operating results and cash flows, as could changes in market conditions that impact the assumptions we use to measure our liabilities under these plans.

Legislators and agencies of the U.S. government have proposed legislation and regulations to amend, restrict or eliminate various features of, and
mandate additional funding of, pension benefit plans that could create significant volatility in our operating results. If legislation or new regulations are adopted, we may be required to contribute additional cash to these plans, in excess of our
current estimates. Market volatility in interest rates, investment returns and other factors could also adversely affect the funded status of our pension plans and require that we contribute additional cash to these plans.

Our dependence on, and the price of, raw materials may adversely affect our profits.

The principal raw materials used to produce our products are aluminum, copper and steel. We source raw materials on a global or regional basis, and the prices of
those raw materials are susceptible to significant price fluctuations due to supply/demand trends, transportation costs, government regulations and tariffs, changes in currency exchange rates, price controls, the economic climate and other
unforeseen circumstances. If we are unable to pass on raw material price increases to our customers, our future profitability may be adversely affected.

We may be adversely affected by health and safety laws and regulations.

We are subject to various laws and regulations relating to the protection of human health and safety and have incurred and will continue to incur capital and other
expenditures to comply with these regulations. Failure to comply with regulations could subject us to future liabilities, fines or penalties or the suspension of production.



7



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The operations and success of our Company can be impacted by natural disasters, terrorism, acts of war,
international conflict and political and governmental actions, which could harm our business.

Natural disasters, acts or threats of war or
terrorism, international conflicts and the actions taken by the United States and other governments in response to such events could cause damage or disrupt our business operations, our suppliers or our customers, and could create political or
economic instability, any of which could have an adverse effect on our business. Although it is not possible to predict such events or their consequences, these events could decrease demand for our products, could make it difficult or impossible for
us to deliver products or could disrupt our supply chain. We may also be impacted by actions by foreign governments, including currency devaluation, tariffs and nationalization, where our facilities are located, which could disrupt manufacturing and
commercial operations.

We are subject to tax laws and regulations in many jurisdictions, and the inability to successfully defend claims from taxing
authorities could adversely affect our operating results and financial position.

We conduct business in many countries, which requires us to
interpret the income tax laws and rulings in each of those taxing jurisdictions. Due to the subjectivity of tax laws between those jurisdictions as well as the subjectivity of factual interpretations, our estimates of income tax liabilities may
differ from actual payments or assessments. Claims from taxing authorities related to these differences could have an adverse impact on our operating results and financial position.

If we fail to remain current with changes in gasoline engine technology or if the technology becomes less important to customers in our markets due to the
impact of alternative fuels, our results would be negatively affected.

Our ability to remain current with changes in gasoline engine technology may
significantly affect our business. Any advances in gasoline engine technology, including the impact of alternative fuels, may inhibit our ability to compete with other manufacturers. Our competitors may also be more effective and efficient at
integrating new technologies. In addition, developing new manufacturing technologies and capabilities requires a significant investment of capital. There can be no assurance that our products will remain competitive in the future or that we will
continue to be able to timely implement innovative manufacturing technologies.

Through our Power Products segment, we compete with certain customers
of our Engines segment, thereby creating inherent channel conflict that may impact the actions of engine manufacturers and OEMs with whom we compete.

Through our Power Products segment, we compete with certain customers of our Engines segment. Any further forward integration of our products may strain
relationships with OEMs that are significant customers of our Engines segment.

The financial stability of our suppliers and the ability of our
suppliers to produce quality materials could adversely affect our ability to obtain timely and cost-effective raw materials.

The loss of certain of
our suppliers or interruption of production at certain suppliers from adverse financial conditions, work stoppages, equipment failures or other unfavorable events would adversely affect our ability to obtain raw materials and other inputs used in
the manufacturing process. Our cost of purchasing raw materials and other inputs used in the manufacturing process could be higher and could temporarily affect our ability to produce sufficient quantities of its products, which could harm our
financial condition, results of operations and competitive position.

We have implemented, and Wisconsin law contains, anti-takeover provisions that
may adversely affect the rights of holders of our common stock.

Our articles of incorporation contain provisions that could have the effect of
discouraging or making it more difficult for someone to acquire us through a tender offer, a proxy contest or otherwise, even though such an acquisition might be economically beneficial to our shareholders. These provisions include a board of
directors divided into three classes of directors serving staggered terms of three years each and the removal of directors only for cause and only with the affirmative vote of a majority of the votes entitled to be cast in an election of directors.



8



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Each currently outstanding share of our common stock includes, and each newly issued share of our common stock will
include, a common share purchase right. The rights are attached to and trade with the shares of common stock and are exercisable only under limited circumstances. The rights will become exercisable if a person or group acquires, or announces an
intention to acquire, 20% or more of our outstanding common stock, subject to certain exceptions. The rights have some anti-takeover effects and generally will cause substantial dilution to a person or group that attempts to acquire control of us
without conditioning the offer on either redemption of the rights or amendment of the rights to prevent this dilution. The rights could have the effect of delaying, deferring or preventing a change of control.

We are subject to the Wisconsin Business Corporation Law, which contains several provisions that could have the effect of discouraging non-negotiated takeover
proposals or impeding a business combination. These provisions include:



| |  | requiring a supermajority vote of shareholders, in addition to any vote otherwise required, to approve business combinations not meeting adequacy of price
standards;
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | prohibiting some business combinations between an interested shareholder and us for a period of three years, unless the combination was approved by our board of
directors prior to the time the shareholder became a 10% or greater beneficial owner of our shares or under some other circumstances;
|- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | limiting actions that we can take while a takeover offer for us is being made or after a takeover offer has been publicly announced; and
|- |  | ----------------------------------------------------------------------------------------------------------------------------------------



| |  | limiting the voting power of shareholders who own more than 20% of our stock.
|- |  | -----------------------------------------------------------------------------

Our common stock is subject to substantial price and volume fluctuations.

The market price of shares of our common stock may be volatile. Among the factors that could affect our common stock price are those previously discussed, as well
as:



| |  | quarterly fluctuation in our operating income and earnings per share results;
|- |  | -----------------------------------------------------------------------------



| |  | decline in demand for our products;
|- |  | -----------------------------------



| |  | significant strategic actions by our competitors, including new product introductions or technological advances;
|- |  | ----------------------------------------------------------------------------------------------------------------



| |  | fluctuations in interest rates;
|- |  | -------------------------------



| |  | cost increases in energy, raw materials or labor;
|- |  | -------------------------------------------------



| |  | changes in revenue or earnings estimates or publication of research reports by analysts; and
|- |  | --------------------------------------------------------------------------------------------



| |  | domestic and international economic and political factors unrelated to our performance.
|- |  | ---------------------------------------------------------------------------------------

In addition, the stock markets have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad
market fluctuations may adversely affect the trading price of our common stock.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None.



|ITEM 2. | PROPERTIES
|------- | ----------

Briggs & Stratton maintains leased and
owned manufacturing, office, warehouse, distribution and testing facilities throughout the world. The Company believes that its owned and leased facilities are adequate to perform its operations in a reasonable manner. As Briggs &
Strattons business is seasonal, additional warehouse space may be leased when inventory levels are at their peak. Facilities in the United States occupy approximately 7.3 million square feet, of which 53% is owned. Facilities outside of
the United States occupy approximately 850 thousand square feet, of which 42% is owned. Certain of the Companys facilities are leased through operating and capital lease agreements. See Note 8 to the Consolidated Financial Statements for
information on the Companys operating and capital leases.



9



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The following table provides information about each of the Companys facilities (exceeding 25,000 square feet) as
of June 27, 2010:



|                           |  |                                     |  |                  |  |                                   
|-------------------------- |  | ----------------------------------- |  | ---------------- |  | ----------------------------------
|Location                   |  | Type of Property                    |  | Owned/Leased     |  | Segment                           
|U.S. Locations:            |  |                                     |  |                  |  |                                   
|Auburn, Alabama            |  | Manufacturing and office            |  | Owned and Leased |  | Engines, Power Products           
|McDonough, Georgia         |  | Manufacturing, office and warehouse |  | Owned and Leased |  | Power Products                    
|Statesboro, Georgia        |  | Manufacturing and office            |  | Owned and Leased |  | Engines                           
|Murray, Kentucky           |  | Manufacturing and office            |  | Owned and Leased |  | Engines                           
|Poplar Bluff, Missouri     |  | Manufacturing and office            |  | Owned and Leased |  | Engines                           
|Reno, Nevada               |  | Warehouse                           |  | Leased           |  | Power Products                    
|Munnsville, New York       |  | Manufacturing and office            |  | Owned            |  | Power Products                    
|Sherrill, New York         |  | Warehouse                           |  | Leased           |  | Power Products                    
|Lawrenceburg, Tennessee    |  | Office                              |  | Leased           |  | Power Products                    
|Dyersburg, Tennessee       |  | Warehouse                           |  | Leased           |  | Power Products                    
|Newbern, Tennessee         |  | Manufacturing and office            |  | Leased           |  | Power Products                    
|Grand Prairie, Texas       |  | Warehouse                           |  | Leased           |  | Power Products                    
|Brookfield, Wisconsin      |  | Office                              |  | Leased           |  | Power Products                    
|Menomonee Falls, Wisconsin |  | Distribution and office             |  | Leased           |  | Engines                           
|Jefferson, Wisconsin       |  | Manufacturing, office and warehouse |  | Owned and Leased |  | Power Products                    
|Wauwatosa, Wisconsin       |  | Manufacturing, office and warehouse |  | Owned            |  | Engines, Power Products, Corporate
|                           |  |                                     | 
|Non-U.S. Locations:        |  |                                     |  |                  |  |                                   
|Melbourne, Australia       |  | Office                              |  | Leased           |  | Engines                           
|Sydney, Australia          |  | Manufacturing and office            |  | Leased           |  | Power Products                    
|Mississauga, Canada        |  | Office and warehouse                |  | Leased           |  | Power Products                    
|Chongqing, China           |  | Manufacturing and office            |  | Owned            |  | Engines                           
|Shanghai, China            |  | Office                              |  | Leased           |  | Engines                           
|Ostrava, Czech Republic    |  | Manufacturing and office            |  | Owned            |  | Engines                           
|Nijmegen, Netherlands      |  | Distribution and office             |  | Leased           |  | Engines                           



|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

Briggs & Stratton is subject to
various unresolved legal actions that arise in the normal course of its business. These actions typically relate to product liability (including asbestos-related liability), patent and trademark matters, and disputes with customers, suppliers,
distributors and dealers, competitors and employees.

Starting with the first complaint in June 2004, various plaintiff groups filed complaints in state
and federal courts across the country against the Company and other engine and lawnmower manufacturers alleging that the horsepower labels on the products they purchased were inaccurate and that the Company conspired with other engine and lawnmower
manufacturers to conceal the true horsepower of these engines. In May 2008, a putative nationwide class of plaintiffs pursuing these claims was dismissed without prejudice by Judge Murphy of the United States District Court for the Southern District
of Illinois. Since that time plaintiffs filed 66 separate class actions in 49 states across the country seeking to certify 52 separate classes of all persons in each of the 50 states, Puerto Rico and the District of Columbia who purchased a
lawnmower containing a gasoline combustion engine up to 30 horsepower from 1994 to the present (Horsepower Class Actions). In these Horsepower Class Actions, plaintiffs seek injunctive relief, compensatory and punitive damages, and
attorneys fees. Plaintiffs also filed state and federal antitrust and RICO claims and seek a nationwide class based on these claims.

On
September 25, 2008, the Company, along with all other defendants, filed a motion with the Judicial Panel on Multidistrict Litigation seeking to transfer all pending actions to a single federal court for coordinated pretrial proceedings. On
December 5, 2008, the Multidistrict Litigation Panel granted the motion and transferred the cases to Judge Adelman of the United States District Court for the Eastern District of Wisconsin (In Re: Lawnmower Engine Horsepower Marketing and Sales
Practices Litigation, Case



10



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No. 2:08-md-01999). On January 27, 2009, Judge Adelman entered a stay of all litigation so that the parties could conduct mediation in an effort to resolve all outstanding litigation.

On February 24, 2010, the Company entered into a Stipulation of Settlement (Settlement) that, if given final court approval, will
resolve all of the Horsepower Class Actions. Other parties to the Settlement are Sears, Roebuck and Co., Sears Holdings Corporation, Kmart Holdings Corporation, Deere & Company, Tecumseh Products Company, The Toro Company, Electrolux Home
Products, Inc. and Husqvarna Outdoor Products, Inc. (now known as Husqvarna Consumer Outdoor Products, N.A., Inc.) (collectively with the Company referred to below as the Settling Defendants). All other defendants settled all claims
separately. As part of the Settlement, the Company denies any and all liability and seeks resolution to avoid further protracted and expensive litigation. If finally approved, the Settlement resolves all horsepower-labeling claims brought by all
persons or entities in the United States who, beginning January 1, 1994 through the date notice of the Settlement is first given, purchased, for use and not for resale, a lawn mower containing a gas combustible engine up to 30 horsepower
provided that either the lawn mower or the engine of the lawn mower was manufactured or sold by a Defendant.

As part of the Settlement, the Settling
Defendants as a group agreed to pay an aggregate amount of $51 million. However, the monetary contribution of the each of the Settling Defendants is confidential. In addition, the Company, along with the other Settling Defendants, agreed to
injunctive relief regarding their future horsepower labeling, as well as procedures that will allow purchasers of lawnmower engines to seek a one-year extended warranty free of charge.

On February 26, 2010, Judge Adelman preliminarily approved the Settlement, certified a settlement class, appointed settlement class counsel, and stayed all
proceedings against all the Settling Defendants. On March 11, 2010, Judge Adelman entered an order approving a notice plan for the Settlement, and set an approval hearing to determine the fairness of the Settlement, and whether final judgment
should be entered thereon. On June 22, 2010, the Court conducted a hearing on the fairness of the Settlement at which class counsel and the Settling Defendants sought approval of the Settlement. At this hearing numerous class members appeared
through counsel and presented objections to the Settlement.

On August 16, 2010 Judge Adelman issued an opinion and order that finally approved the
Settlement as well as separate orders that finally approved the settlements of all defendants. Judge Adelmans opinion and order found all settlements to be in good faith and dismissed the claims of all class members with prejudice. On
August 23, 2010 several class members filed a Notice of Appeal of Judge Adelmans final approval orders to the United States Court of Appeals for the Seventh Circuit. Under the terms of the Settlement, the balance of settlement funds will
not be due, and the one-year warranty extension program will not begin, until after all appeals from Judge Adelmans order finally approving the Settlement are resolved.

As a result of the pending Settlement, the Company recorded a total charge of $30.6 million in the third quarter of fiscal year 2010 representing the total of the
Companys monetary portion of the Settlement and the estimated costs of extending the warranty period for one year. The timing of payments required as a result of the Settlement is not yet determined, but is not expected to be within the next
twelve months. The amount has been included as a Litigation Settlement expense reducing income from operations on the Consolidated Statement of Earnings.

On March 19, 2010, new plaintiffs filed a complaint in the Ontario Superior Court of Justice in Canada (Robert Foster et al. v. Sears Canada, Inc. et al.,
Docket No. 766-2010). On May 3, 2010, other plaintiffs filed a complaint in the Montreal Superior Court in Canada (Eric Liverman, et al. v. Deere & Company, et al., Docket No. 500-06-000507-109). Both Canadian complaints
contain allegations and seek relief under Canadian law that are similar to the U.S. litigation. The Company is evaluating the complaints and has not yet filed an answer or other responsive pleading to either one. We are unable to estimate any
financial exposure we have as a result of this lawsuit. However, given the size of the Canadian market and revisions to the Companys power labeling practices in recent years, it is not likely the litigation would have a material adverse effect
on its results of operations, financial position, or cash flows.

On May 14, 2010, the Company notified retirees and certain retirement eligible
employees of various changes to the company-sponsored retiree medical plans. The purpose of the amendments was to better align the plans offered to both hourly and salaried retirees. On August 16, 2010, a putative class of retirees who retired
prior to August 1, 2006 and the United Steel Workers filed a complaint in the Eastern District of Wisconsin (Merrill, Weber, Carpenter, et al.; United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service
Workers International Union, AFL-CIO/CLC v. Briggs & Stratton



11



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Corporation; Group Insurance Plan of Briggs & Stratton Corporation; and Does 1 through 20, Docket No. 10-C-0700), contesting the Companys right to make these changes. In
addition to a request for class certification, the complaint seeks an injunction preventing the alleged unilateral termination or reduction in insurance coverage to the class of retirees, a permanent injunction preventing defendants from ever making
changes to the retirees insurance coverage, restitution with interest (if applicable) and attorneys fees and costs. The Company is currently evaluating the complaint and believes the changes are within its rights. However, at this early
stage, no determination can be made as to the likely outcome of this matter.

Although it is not possible to predict with certainty the outcome of these
unresolved legal actions or the range of possible loss, the Company believes the unresolved legal actions will not have a material adverse effect on its financial position.



|ITEM 4. | (REMOVED AND RESERVED)
|------- | ----------------------

Not applicable.



12



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Executive Officers of the Registrant



|                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|--------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name, Age, Position                                                                           |  | Business Experience for Past Five Years                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                                                                                              | 
|TODD J. TESKE, 45 President and Chief Executive
Officer (1)(2)                                |  | Mr. Teske was elected to his current position effective January 2010 after serving as President and Chief Operating Officer since September 2008. He previously served
as Executive Vice President and Chief Operating Officer since September 2005. He previously served as Senior Vice President and President  Briggs & Stratton Power Products Group, LLC from September 2003 to August 2005. Mr. Teske also
serves as a director of Badger Meter, Inc.                                        
|                                                                                              | 
|JAMES E. BRENN, 62 Senior Vice
President                                                      |  | Mr. Brenn was elected to his current position effective June 28, 2010. Previously he served as Senior Vice President and Chief Financial Officer from 1988 to 2010,
after serving as Vice President and Controller since November 1988.                                                                                                                                                                                                                                                             
|                                                                                              | 
|RANDALL R. CARPENTER, 53 Vice President 
Marketing                                           |  | Mr. Carpenter was elected to his current position effective September 2009. He served as Vice President  Marketing since May 2007. He was previously Vice
President Marketing and Product Development for Royal Appliance Manufacturing from 2005 to 2007. He was an Independent Marketing Consultant from 2004 to 2005.                                                                                                                                                                           
|                                                                                              | 
|DAVID G. DEBAETS, 47 Vice President  North
American Operations (Engine Power Products Group) |  | Mr. DeBaets was elected to his current position effective September 2007. He has served as Vice President and General Manager  Large Engine Division since April
2000.                                                                                                                                                                                                                                                                                                                             
|                                                                                              | 
|ROBERT F. HEATH, 62 Vice President, General
Counsel and Secretary                             |  | Mr. Heath was elected to his current position in February 2010. He previously was elected as Secretary January 2002. He has served as Vice President and General Counsel
since January 2001.                                                                                                                                                                                                                                                                                                        
|                                                                                              | 
|HAROLD L. REDMAN, 45 Senior Vice President and
President  Home Power Products Group          |  | Mr. Redman was elected to his current position effective September 2009 after serving as Vice President and President  Home Power Products Group since May 2006.
He also served as Senior Vice President  Sales & Marketing  Simplicity Manufacturing, Inc. since July 1995.                                                                                                                                                                                                                     
|                                                                                              | 
|WILLIAM H. REITMAN, 54 Senior Vice President
 Sales & Customer Support                       |  | Mr. Reitman was elected to his current position effective September 2007, after serving as Senior Vice President  Sales & Marketing since May 2006, and Vice
President  Sales & Marketing since October 2004. He also served as Vice President  Marketing since November 1995.                                                                                                                                                                                                                   
|                                                                                              | 
|DAVID J. RODGERS, 39 Senior Vice President and
Chief Financial Officer                        |  | Mr. Rodgers was elected as Senior Vice President and Chief Financial Officer effective June 28, 2010 after serving as Vice President  Finance since February 2010.
He was elected an executive officer in September 2007 and served as Controller from December 2006 to February 2010. He was previously employed by Roundys Supermarkets, Inc. as Vice President  Corporate Controller from September 2005 to
November 2006 and Vice President  Retail Controller from May 2003 to August 2005.
|                                                                                              | 
|THOMAS R. SAVAGE, 62 Senior Vice President 
Administration                                   |  | Mr. Savage was elected to his current position effective July 1997.                                                                                                                                                                                                                                                                                                                                                                                                                                 



13



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|                                                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                
|----------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|VINCENT R. SHIELY, 50 Senior Vice President and
President  Yard Power Products Group (3) |  | Mr. Shiely was elected to his current position effective May 2006, after serving as Vice President and President  Home Power Products Group since September 2005.
He also served as Vice President and General Manager  Home Power Products Division October 2004 to September 2005. He previously served as Vice President and General Manager  Engine Products Group since September
2002.
|                                                                                          | 
|CARITA R. TWINEM, 55 Treasurer                                                            |  | Ms. Twinem was elected to her current position in February 2000. In addition, Ms. Twinem is Tax Director and has served in this position since July
1994.                                                                                                                                                                                                                                      
|                                                                                          | 
|JOSEPH C. WRIGHT, 51 Senior Vice President and
President  Engine Power Products Group    |  | Mr. Wright was elected to his current position in May 2006 after serving as Vice President and President  Yard Power Products Group since September 2005. He also
served as Vice President and General Manager  Lawn and Garden Division from September 2004 to September 2005. He was elected an executive officer effective September 2002.                                                

(1) Officer is also a Director of Briggs & Stratton.

(2)
Member of the Board of Directors Executive Committee.

(3) Vincent R. Shiely is the brother of John S. Shiely. John S. Shiely currently serves as a
Director and Chairman of the Board.

Officers are elected annually and serve until they resign, die, are removed, or a different person is appointed to
the office.



14



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PART II



|ITEM 5. | MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|------- | ----------------------------------------------------------------------------------------------------------------

Briggs & Stratton common stock and its common share purchase rights are traded on the NYSE under the symbol BGG. Information required by this
Item is incorporated by reference from the Quarterly Financial Data, Dividend and Market Information (unaudited), included in Item 8 of this report.

Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Briggs & Stratton did not make any purchases of equity securities registered by the Company pursuant to Section 12 of the Exchange Act during the
fourth quarter of fiscal 2010.

Five-year Stock Performance Graph

The chart below is a comparison of the cumulative return over the last five fiscal years had $100 been invested at the close of business on June 30, 2005 in
each of Briggs & Stratton common stock, the Standard & Poors (S&P) Smallcap 600 Index and the S&P Machinery Index.

LOGO



15



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|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------



|                                                                         |  |   |           |  |   |           |  |   |           |  |   |           |  |   |          
|------------------------------------------------------------------------ |  | - | --------- |  | - | --------- |  | - | --------- |  | - | --------- |  | - | ---------
|Fiscal
Year                                                              |  |   | 2010      |  |   | 2009      |  |   | 2008      |  |   | 2007      |  |   | 2006     
|(dollars in thousands, except per share data)                            |  |   |           |  |   |           |  |   |           |  |   |           |  |   |          
|                                                                         |  |   |           |  |  
|SUMMARY OF OPERATIONS (1)                                                |  |   |           |  |   |           |  |   |           |  |   |           |  |   |          
|NET SALES                                                                |  | $ | 2,027,872 |  | $ | 2,092,189 |  | $ | 2,151,393 |  | $ | 2,156,833 |  | $ | 2,539,671
|GROSS PROFIT                                                             |  |   | 379,935   |  |   | 333,679   |  |   | 307,316   |  |   | 295,198   |  |   | 495,345  
|PROVISION (CREDIT) FOR INCOME TAXES                                      |  |   | 12,458    |  |   | 8,437     |  |   | 7,009     |  |   | (3,399)   |  |   | 52,533   
|NET INCOME                                                               |  |   | 36,615    |  |   | 31,972    |  |   | 22,600    |  |   | 6,701     |  |   | 105,981  
|EARNINGS PER SHARE OF COMMON STOCK:                                      |  |   |           |  |   |           |  |   |           |  |   |           |  |   |          
|Basic Earnings                                                           |  |   | 0.73      |  |   | 0.64      |  |   | 0.46      |  |   | 0.13      |  |   | 2.06     
|Diluted Earnings                                                         |  |   | 0.73      |  |   | 0.64      |  |   | 0.46      |  |   | 0.13      |  |   | 2.05     
|PER SHARE OF COMMON STOCK:                                               |  |   |           |  |   |           |  |   |           |  |   |           |  |   |          
|Cash Dividends                                                           |  |   | .44       |  |   | .77       |  |   | .88       |  |   | .88       |  |   | .88      
|Shareholders Investment                                                 |  | $ | 13.10     |  | $ | 14.01     |  | $ | 16.90     |  | $ | 16.94     |  | $ | 20.47    
|WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in 000s) |  |   | 49,668    |  |   | 49,572    |  |   | 49,549    |  |   | 49,715    |  |   | 51,479   
|DILUTED NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in 000s)          |  |   | 50,064    |  |   | 49,725    |  |   | 49,652    |  |   | 49,827    |  |   | 51,594   
|                                                                         |  |   |           |  |  
|OTHER DATA (1)                                                           |  |   |           |  |   |           |  |   |           |  |   |           |  |   |          
|SHAREHOLDERS INVESTMENT                                                 |  | $ | 650,577   |  | $ | 694,684   |  | $ | 837,523   |  | $ | 838,454   |  | $ | 1,045,492
|LONG-TERM DEBT                                                           |  |   | -         |  |   | 281,104   |  |   | 365,555   |  |   | 384,048   |  |   | 383,324  
|CAPITAL LEASES                                                           |  |   | 1,041     |  |   | 1,807     |  |   | 1,677     |  |   | 2,379     |  |   | 1,385    
|TOTAL ASSETS                                                             |  |   | 1,690,057 |  |   | 1,619,023 |  |   | 1,833,294 |  |   | 1,884,468 |  |   | 2,049,436
|PLANT AND EQUIPMENT                                                      |  |   | 979,898   |  |   | 991,682   |  |   | 1,012,987 |  |   | 1,006,402 |  |   | 1,008,164
|PLANT AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION                     |  |   | 337,763   |  |   | 360,175   |  |   | 391,833   |  |   | 388,318   |  |   | 430,288  
|PROVISION FOR DEPRECIATION                                               |  |   | 62,999    |  |   | 63,981    |  |   | 65,133    |  |   | 70,379    |  |   | 72,734   
|EXPENDITURES FOR PLANT AND EQUIPMENT                                     |  |   | 44,443    |  |   | 43,027    |  |   | 65,513    |  |   | 68,000    |  |   | 69,518   
|WORKING CAPITAL (2)                                                      |  | $ | 342,132   |  | $ | 561,431   |  | $ | 644,935   |  | $ | 519,023   |  | $ | 680,606  
|Current Ratio                                                            |  |   | 1.6 to 1  |  |   | 2.9 to 1  |  |   | 2.9 to 1  |  |   | 2.1 to 1  |  |   | 3.0 to 1 
|NUMBER OF EMPLOYEES AT YEAR-END                                          |  |   | 6,362     |  |   | 6,847     |  |   | 7,145     |  |   | 7,260     |  |   | 8,701    
|NUMBER OF SHAREHOLDERS AT YEAR-END                                       |  |   | 3,453     |  |   | 3,509     |  |   | 3,545     |  |   | 3,693     |  |   | 3,874    
|QUOTED MARKET PRICE:                                                     |  |   |           |  |   |           |  |   |           |  |   |           |  |   |          
|High                                                                     |  | $ | 24.26     |  | $ | 21.51     |  | $ | 33.40     |  | $ | 33.07     |  | $ | 40.38    
|Low                                                                      |  | $ | 12.89     |  | $ | 11.13     |  | $ | 12.80     |  | $ | 24.29     |  | $ | 30.01    



|(1) | The amounts include the acquisitions of Victa Lawncare Pty. Limited since June 30, 2008.
|--- | ----------------------------------------------------------------------------------------

|(2) | Included in working capital as of June 27, 2010 is a Current Maturity of Long-Term Debt of $203,460.
|--- | ----------------------------------------------------------------------------------------------------



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|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Results of Operations

FISCAL 2010 COMPARED TO FISCAL
2009

Net Sales

Fiscal 2010 consolidated net
sales were approximately $2.03 billion, a decrease of $64.3 million compared to the previous year. This decrease is primarily attributable to reduced generator shipment volumes due to the absence of landed hurricanes as well as lower average prices
for engines.

Engines segment net sales in fiscal 2010 were $1.40 billion compared to $1.41 billion in fiscal 2009, a decrease of $7.4 million or 0.5%.
Total engine volumes for the year were essentially flat as an increase in engines used in lawn and garden applications was offset by reduced demand for engines for portable generators due to no landed hurricane activity. Lower average prices during
the year were effectively offset by a favorable mix of higher priced engines shipped for use on riding equipment and a slightly favorable foreign currency impact.

Power Products segment net sales in fiscal 2010 were $814.3 million compared to $892.9 million in fiscal 2009, a $78.6 million decrease or 8.8%. The net sales
decrease for the year was the result of decreased portable generator sales volume due to the absence of any landed hurricanes in fiscal 2010 partially offset by higher volumes of other power products.

Gross Profit

Consolidated gross profit was $379.9 million
in fiscal 2010 compared to $333.7 million in fiscal 2009, an increase of $46.3 million or 13.9%. In fiscal 2009 a $5.8 million pretax ($3.5 million after tax) expense was recorded associated with the closing of the Jefferson and Watertown, WI
manufacturing facilities. After considering the impact of the closure of the Jefferson and Watertown, WI facilities, consolidated gross profit increased due to reduced manufacturing costs, lower commodity costs and planned manufacturing cost
savings.

Engines segment gross profit increased to $308.5 million in fiscal 2010 from $266.3 million in fiscal 2009, an increase of $42.2 million.
Engines segment gross profit margins increased to 21.9% in fiscal 2010 from 18.8% in fiscal 2009. The gross profit increase year over year was the result of lower manufacturing costs, lower commodity costs, a favorable mix of product shipped that
reflected higher priced units and improved productivity, offset by lower average sales prices.

The Power Products segment gross profit increased to
$79.5 million in fiscal 2010 from $67.5 million in fiscal 2009, an increase of $12.0 million. The Power Products segment gross profit margins increased to 9.8% in fiscal 2010 from 7.6% in fiscal 2009. Included in the Power Products segment gross
profit was a $4.6 million impairment expense recorded in fiscal 2009 associated with the closing of the Jefferson, WI manufacturing facility. In addition to the Jefferson closure, the gross profit increase primarily resulted from lower manufacturing
costs, primarily related to lower commodity costs and planned cost savings initiatives. The improvements were partially offset by lower sales and production volumes primarily related to the significantly lower portable generator production and
shipments in fiscal 2010.

Engineering, Selling, General and Administrative Costs

Engineering, selling, general and administrative costs increased to $280.2 million in fiscal 2010 from $265.3 million in fiscal 2009, an increase of $14.9 million.
Engineering, selling, general and administrative costs as a percent of sales increased to 13.8% in fiscal 2010 from 12.7% in fiscal 2009.

The increase
in engineering, selling, general and administrative expenses was primarily due to increased salaries and fringes of $20.7 million. Offsetting these increases were reduced marketing expenses of $6.5 million.

Litigation Settlement

On February 24, 2010, the
Company entered into a Stipulation of Settlement (Settlement) that, if given final court approval, will resolve over 65 class-action lawsuits that have been filed against Briggs & Stratton and other engine and lawnmower
manufacturers alleging, among other things, misleading power labeling on its lawnmower engines. Other parties to the Settlement are Sears, Roebuck and Co., Sears Holdings Corporation, Kmart Holdings Corporation, Deere & Company, Tecumseh
Products Company, The Toro Company, Electrolux



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Home Products, Inc. and Husqvarna Outdoor Products, Inc. (now known as Husqvarna Consumer Outdoor Products, N.A., Inc.) (collectively with the Company referred to below as the Settling
Defendants). All other defendants settled all claims separately. As part of the Settlement, the Company denies any and all liability and seeks resolution to avoid further protracted and expensive litigation. If finally approved, the Settlement
resolves all horsepower-labeling claims brought by all persons or entities in the United States who, beginning January 1, 1994 through the date notice of the Settlement is first given, purchased, for use and not for resale, a lawn mower
containing a gas combustible engine up to 30 horsepower provided that either the lawn mower or the engine of the lawn mower was manufactured or sold by a Defendant.

As part of the Settlement, the Settling Defendants as a group agreed to pay an aggregate amount of $51 million. However, the monetary contribution of the each of
the Settling Defendants is confidential. In addition, the Company, along with the other Settling Defendants, agreed to injunctive relief regarding their future horsepower labeling, as well as procedures that will allow purchasers of lawnmower
engines to seek a one-year extended warranty free of charge.

On February 26, 2010, Judge Adelman preliminarily approved the Settlement, certified
a settlement class, appointed settlement class counsel, and stayed all proceedings against all the Settling Defendants. On March 11, 2010, Judge Adelman entered an order approving a notice plan for the Settlement, and set an approval hearing to
determine the fairness of the Settlement, and whether final judgment should be entered thereon. On June 22, 2010, the Court conducted a hearing on the fairness of the Settlement at which class counsel and the Settling Defendants sought approval
of the Settlement. At this hearing numerous class members appeared through counsel and presented objections to the Settlement.

On August 16, 2010
Judge Adelman issued an opinion and order that finally approved the Settlement as well as separate orders that finally approved the settlements of all defendants. Judge Adelmans opinion and order found all settlements to be in good faith and
dismissed the claims of all class members with prejudice. On August 23, 2010 several class members filed a Notice of Appeal of Judge Adelmans final approval orders to the United States Court of Appeals for the Seventh Circuit. Under the
terms of the Settlement, the balance of settlement funds will not be due, and the one-year warranty extension program will not begin, until after all appeals from Judge Adelmans order finally approving the Settlement are resolved.

As a result of the pending Settlement, the Company recorded a total charge of $30.6 million in the third quarter of fiscal year 2010 representing the total of the
Companys monetary portion of the Settlement and the estimated costs of extending the warranty period for one year. The amount has been included as a Litigation Settlement expense reducing income from operations on the Statement of Earnings.

Interest Expense

Interest expense decreased
$4.7 million in fiscal 2010 compared to fiscal 2009. The decrease is attributable to lower average borrowings between years for working capital requirements, offset by premiums paid on repurchases of outstanding senior notes.

Other Income

Other income increased $3.2 million in fiscal
2010 as compared to fiscal 2009. This increase is primarily due to a $2.6 million increase in equity in earnings from unconsolidated affiliates.

Provision for Income Taxes

The effective tax rate was 25.4%
for fiscal year 2010 and 20.9% for fiscal year 2009. The fiscal 2010 effective tax rate is less than the statutory 35% rate primarily due to the Companys ability to exclude from taxable income a portion of the distributions received from
investments and from the resolution of prior period tax matters. The fiscal 2009 effective tax rate was reduced due to the Companys ability to exclude from taxable income a portion of the distributions received from investments, from the
resolution of prior period tax matters and increased foreign tax credits.

FISCAL 2009 COMPARED TO FISCAL 2008

Net Sales

Fiscal 2009 consolidated net sales were
approximately $2.09 billion, a decrease of $59.2 million compared to the previous year. This decrease is attributable to the net effect of reduced shipment volumes, primarily related to lawn and garden equipment in the Power Products segment,
unfavorable currency exchange rates, primarily the



18



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Euro, and a mix of shipments reflecting lower priced units. Partially offsetting the consolidated net sales decrease were sales of $39.5 million included in the results for the first time this
year from the June 30, 2008 acquisition of Victa Lawncare Pty. Ltd., increased portable generator sales volume due to weather events and pricing improvements on certain products.

Engines segment net sales were $1.41 billion compared to $1.46 billion in the prior year, a decrease of $45.8 million or 3%. This decrease is primarily the result
of product shipment mix reflecting lower priced units, a small decrease in engine shipments and unfavorable currency exchange rates. Softer demand for engines for powered lawn and garden equipment was offset by the improvement in demand for engines
for portable generators.

Power Products segment net sales were $892.9 million in fiscal 2009 compared to $870.4 million in fiscal 2008, an increase of
$22.5 million or 3%. This increase was the result of improved pricing on certain products and favorable mix improvements, the addition of $39.5 million from the Victa Lawncare Pty. Ltd. acquisition and a 58% increase in portable generator sales
volume due to weather events. Offsetting these improvements was a 45% volume decline in our shipment of premium lawn and garden equipment that was comparable to the overall industry decline.

Gross Profit

Consolidated gross profit was $333.7 million
in fiscal 2009 compared to $307.3 million in fiscal 2008, an increase of $26.4 million or 9%. In fiscal 2009 a $5.8 million pretax ($3.5 million after tax) expense was recorded associated with the closing of the Jefferson and Watertown, WI
manufacturing facilities. In fiscal 2008, the Company recorded a $13.3 million pretax ($8.1 million after tax) gain associated with the reduction of certain post closing employee benefit costs related to the closing of the Port Washington, Wisconsin
manufacturing facility and a $19.8 million pretax ($13.5 million after tax) expense from a snow engine recall. In addition to the above items, consolidated gross profit increased primarily from enhanced pricing, lower spending and improved
productivity, that was partially offset by the impact of unfavorable currency exchange rates, higher commodity costs and a mix of shipments reflecting lower margined product.

Engines segment gross profit decreased to $266.3 million in fiscal 2009 from $271.0 million in fiscal 2008, a decrease of $4.7 million. Engines segment gross
profit margins increased to 18.8% in fiscal 2009 from 18.6% in fiscal 2008. As mentioned above, a $19.8 million expense was recorded in fiscal 2008 from a snow engine recall. In addition to the snow engine recall, the gross profit decrease year over
year primarily resulted from $27.3 million in less favorable Euro exchange rates and higher commodity costs, partially offset by improved productivity.

The Power Products segment gross profit increased to $67.5 million in fiscal 2009 from $39.4 million in fiscal 2008, an increase of $28.1 million. The Power
Products segment gross profit margins increased to 7.6% in fiscal 2009 from 4.5% in fiscal 2008. A $4.6 million expense was recorded in fiscal 2009 associated with the closing of the Jefferson and Watertown, WI manufacturing facilities and a $13.3
million gain associated with the reduction of certain post closing employee benefit costs related to the closing of the Port Washington, Wisconsin manufacturing facility was recorded in fiscal 2008. In addition to the above items, the gross profit
increase primarily resulted from pricing improvements, a more favorable product mix and $9.4 million related to lower spending and improved productivity, which were partially offset by increased commodity costs and a 12% decline in sales volumes.

Engineering, Selling, General and Administrative Costs

Engineering, selling, general and administrative costs decreased to $265.3 million in fiscal 2009 from $281.0 million in fiscal 2008, a decrease of $15.7 million.
Engineering, selling, general and administrative costs as a percent of sales decreased to 12.7% in fiscal 2009 from 13.1% in fiscal 2008.

The decrease
in engineering, selling, general and administrative expenses was primarily due to planned decreases in advertising and professional services of $14.8 million and $5.5 million, respectively, offset by an additional $7.3 million related to the Victa
Lawncare Pty. Ltd. acquisition.

Interest Expense

Interest expense decreased $7.0 million in fiscal 2009 compared to fiscal 2008. The decrease is attributable to lower average borrowings between years for working
capital requirements and lower average interest rates.



19



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Other Income

Other income decreased $38.2 million in fiscal 2009 as compared to fiscal 2008. This decrease is primarily due to the $8.6 million gain on the redemption of
preferred stock and $28.3 million of dividends received on this stock in 2008.

Provision for Income Taxes

The effective tax rate was 20.9% for fiscal year 2009 and 23.7% for fiscal 2008. The fiscal 2009 effective tax rate is less than the statutory 35% rate primarily
due to the Companys ability to exclude from taxable income a portion of the distributions received from investments from the resolution of prior year tax matters and increased foreign tax credits. In 2008, the effective rate was reduced due to
the Companys ability to exclude a portion of distributions received from investments and the research credit.

Liquidity and Capital Resources

FISCAL YEARS 2010, 2009 AND 2008

Cash
flows from operating activities were $244 million, $172 million and $61 million in fiscal 2010, 2009 and 2008, respectively.

The fiscal 2010 cash flows
from operating activities were $71 million greater than the prior year. This increase is due to higher cash operating earnings and $58 million less of working capital requirements between years.

The fiscal 2009 cash flows from operating activities were $111 million greater than the prior year. This increase is due to higher cash operating earnings and $50
million less of working capital requirements between years.

Cash used by investing activities was $44 million in fiscal 2010. Cash used by investing
activities was $64 million in fiscal 2009. Cash provided by investing activities was $0.7 million in fiscal 2008. These cash flows include capital expenditures of $44 million, $43 million and $66 million in fiscal 2010, 2009 and 2008, respectively.
The capital expenditures relate primarily to reinvestment in equipment, capacity additions and new products. In addition, the Power Products segment added lawn and garden product capacity with a new plant in Newbern, Tennessee that accounted for $14
million of capital expenditures in fiscal 2008. This plant began production in the second quarter of fiscal 2008.

In fiscal 2009, net cash of $24.8
million was used for the Victa Lawncare Pty. Ltd. acquisition. In fiscal 2008, the Company received $66 million in proceeds on the sale of an investment in preferred stock including the final dividends paid on this preferred stock.

Briggs & Stratton used cash of $99 million, $123 million and $63 million in financing activities in fiscal 2010, 2009 and 2008, respectively. The Company
reduced its outstanding debt by $78 million, $85 million and $19 million in fiscal 2010, 2009 and 2008, respectively. The Company paid common stock dividends of $22 million, $38 million and $44 million in fiscal 2010, 2009 and 2008, respectively.
The quarterly dividend was reduced during the fourth quarter of fiscal 2009 by 50%, to $0.11 per share from the $0.22 per share paid in the past several quarters, to preserve cash in light of the continuing uncertainty in the credit markets.

Future Liquidity and Capital Resources

On
July 12, 2007, the Company entered into a $500 million amended and restated multicurrency credit agreement. The Amended Credit Agreement (Revolver) provides a revolving credit facility for up to $500 million in revolving loans,
including up to $25 million in swing-line loans. The Company used proceeds from the Revolver to pay off the remaining amounts outstanding under the Companys variable rate term notes issued in February 2005 with various financial institutions,
retire the 7.25% senior notes that were due in September 2007 and fund seasonal working capital requirements and other financing needs. The Revolver has a term of five years and all outstanding borrowings on the Revolver are due and payable on
July 12, 2012. As of June 27, 2010, there were no borrowings on the Revolver.

The 8.875% Senior Notes that are due in March 2011 have been
classified as Current Maturity on Long-Term Debt in the Consolidated Balance Sheet as of the end of fiscal 2010. The Company believes it will be able to replace these borrowings with new financing at or prior to the maturity date of the Senior
Notes. In the unlikely event the Company is unable to replace these borrowings with new financing upon the maturity of the Senior Notes, we believe that the availability within our existing Revolver will be sufficient to pay off the outstanding
Senior Notes.



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In April 2009, the Board of Directors of the Company declared a quarterly dividend of eleven cents ($0.11) per share
on the common stock of the Company, which was payable June 26, 2009 to shareholders of record at the close of business June 1, 2009. This quarterly dividend was reduced 50% from the prior quarters level. The reduced dividend is more
comparable with the Companys historical payout ratio of 50% of net income and dividend yield of 3.5%. In addition, a reduced dividend preserves cash in light of the continuing uncertainty in the credit markets. This action, along with other
cash preserving initiatives, should reduce the Companys need for additional borrowings for working capital in the near to medium term future.

Briggs & Stratton expects capital expenditures to be approximately $60 to $65 million in fiscal 2011. These anticipated expenditures reflect our plans to
continue to reinvest in efficient equipment and innovative new products.

The Company is not required to make any contributions to the qualified pension
plan during fiscal 2011, but may be required to make contributions in future years depending upon the actual return on plan assets and the funded status of the plan in future periods.

Management believes that available cash, cash generated from operations, existing lines of credit and access to debt markets will be adequate to fund
Briggs & Strattons capital requirements for the foreseeable future.

Financial Strategy

Management believes that the value of Briggs & Stratton is enhanced if the capital invested in operations yields a cash return that is greater than the
cost of capital. Consequently, managements first priority is to reinvest capital into physical assets and products that maintain or grow the global cost leadership and market positions that Briggs & Stratton has achieved, and drive
the economic value of the Company. Managements next financial objective is to identify strategic acquisitions or alliances that enhance revenues and provide a superior economic return. Finally, management believes that when capital cannot be
invested for returns greater than the cost of capital, we should return capital to the capital providers through dividends and/or share repurchases.

Off-Balance Sheet Arrangements

Briggs & Stratton
has no off-balance sheet arrangements or significant guarantees to third parties not fully recorded in our Balance Sheets or fully disclosed in our Notes to Consolidated Financial Statements. Briggs & Strattons significant contractual
obligations include our debt agreements and certain employee benefit plans.

Briggs & Stratton is subject to financial and operating
restrictions in addition to certain financial covenants under its domestic debt agreements. As is fully disclosed in Note 9 of the Notes to Consolidated Financial Statements, these restrictions could limit our ability to: pay dividends; incur
further indebtedness; create liens; enter into sale and/or leaseback transactions; consolidate or merge with other entities, sell or lease all or substantially all of our assets; and dispose of assets or the proceeds of our assets. We believe we
will remain in compliance with these covenants in fiscal 2011. Briggs & Stratton has obligations concerning certain employee benefits including its pension plans, postretirement benefit obligations and deferred compensation arrangements.
All of these obligations are recorded on our Balance Sheets and disclosed more fully in the Notes to Consolidated Financial Statements.

Contractual
Obligations

A summary of the Companys expected payments for significant contractual obligations as of June 27, 2010 is as follows (in
thousands):



|                                                 |  |       |         |             |   |                  |  |                  |        |            |   |        |  |   |      
|------------------------------------------------ |  | ----- | ------- | ----------- | - | ---------------- |  | ---------------- | ------ | ---------- | - | ------ |  | - | -----
|                                                 |  | Total |         | Fiscal
2011 |   | Fiscal
2012-2013 |  | Fiscal
2014-2015 |        | Thereafter
|Current Maturities of Long-Term Debt             |  | $     | 203,460 |             | $ | 203,460          |  | $                | -      |            | $ | -      |  | $ | -    
|Interest on Current Maturities of Long-Term Debt |  |       | 12,810  |             |   | 12,810           |  |                  | -      |            |   | -      |  |   | -    
|Capital Leases                                   |  |       | 1,156   |             |   | 549              |  |                  | 607    |            |   | -      |  |   | -    
|Operating Leases                                 |  |       | 47,475  |             |   | 15,132           |  |                  | 18,242 |            |   | 10,125 |  |   | 3,976
|Purchase Obligations                             |  |       | 68,312  |             |   | 62,890           |  |                  | 5,422  |            |   | -      |  |   | -    
|Consulting and Employment Agreements             |  |       | 360     |             |   | 360              |  |                  | -      |            |   | -      |  |   | -    
|Other Liabilities (a)                            |  |       | 31,200  |             |   | -                |  |                  | 31,200 |            |   | -      |  |   | -    
|                                                 |  |       |         |             |   |                  |  |                  |        |            |   |        |  |   |      
|                                                 |  | $     | 364,773 |             | $ | 295,201          |  | $                | 55,471 |            | $ | 10,125 |  | $ | 3,976
|                                                 |  |       |         |             |   |                  |  |                  |        |            |   |        |  |   |      



|(a) | Included an estimate of future expected funding requirements related to our pension and other postretirement benefit plans. Any further funding requirements for
pension and other postretirement benefit plans beyond fiscal 2012 cannot be estimated at this time. Because
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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their future cash outflows are uncertain, liabilities for unrecognized tax benefits and other sundry items are excluded from the table above.

Other Matters

Labor Agreement

Briggs & Stratton has collective bargaining agreements with its unions. These agreements expire at various times ranging from calendar years 2010-2013.

As of August 1, 2010, a collective bargaining agreement between the Company and one of its unions covering approximately 430 jobs in the
Milwaukee, Wisconsin area expired. These employees continue working without a contract while negotiations with the Union continue. Although a work stoppage is unlikely, we have contingency plans in place including higher levels of component
inventories.

Emissions

The U.S. Environmental
Protection Agency (EPA) has developed multiple phases of national emission standards for small air cooled engines. Briggs & Stratton currently has a complete product offering that complies with the EPAs Phase II engine emission
standards.

The EPA issued proposed Phase III standards in 2008 to further reduce engine exhaust emissions and to control evaporative emissions from
small off-road engines and equipment in which they are used. The Phase III standards are similar to those adopted by the California Air Resources Board (CARB). The Phase III program requires evaporative controls in 2009 and go into full effect in
2011 for Class II engines (225 cubic centimeter displacement and larger) and 2012 for Class I engines (less than 225 cubic centimeter displacement). Briggs & Stratton does not believe the cost of compliance with the new standards will have
a material adverse effect on its financial position or results of operations.

CARBs Tier 3 regulation requires additional reductions to engine
exhaust emissions and new controls on evaporative emissions from small engines. The Tier 3 regulation was fully phased in during fiscal year 2008. While Briggs & Stratton believes the cost of the regulation may increase engine costs per
unit, Briggs & Stratton does not believe the regulation will have a material effect on its financial condition or results of operations. This assessment is based on a number of factors, including revisions the CARB made to its adopted
regulation from the proposal published in September 2003 in response to recommendations from Briggs & Stratton and others in the regulated category and intention to pass increased costs associated with the regulation on to consumers.

The European Commission adopted an engine emission Directive regulating exhaust emissions from small air cooled engines. The Directive parallels the
Phase I and II regulations adopted by the U.S. EPA. Stage 1 was effective in February 2004 and Stage 2 was phased in between calendar years 2005 and 2007, with some limited extensions available for specific size and type engines until 2010.
Briggs & Stratton has a full product line compliant with Stage 2. Briggs & Stratton does not believe the cost of compliance with the Directive will have a material adverse effect on its financial position or results of operations.

Critical Accounting Policies

Briggs &
Strattons critical accounting policies are more fully described in Note 2 and Note 15 of the Notes to Consolidated Financial Statements. As discussed in Note 2, the preparation of financial statements in conformity with accounting principles
generally accepted in the U.S. (GAAP) requires management to make estimates and assumptions about future events that affect the amounts reported in the financial statements and accompanying notes. Future events and their effects cannot
be determined with absolute certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results inevitably will differ from those estimates, and such differences may be material to the financial statements.

The most significant accounting estimates inherent in the preparation of our financial statements include a goodwill assessment, estimates as to the
recovery of accounts receivable and inventory reserves, and estimates used in the determination of liabilities related to customer rebates, pension obligations, postretirement benefits, warranty, product liability, litigation and taxation.

The carrying amount of goodwill is tested annually and when events or circumstances indicate that impairment may have occurred. The Company performs
impairment reviews using a fair value method for its reporting units, which have been determined to be one level below the Companys reportable segments. The reporting units are Engine, Home Power Products and Yard Power Products. The fair
value represents the amount at which a



22



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reporting unit could be bought or sold in a current transaction between willing parties on an arms-length basis. To estimate fair value, the Company periodically retains independent third party
valuation experts. Fair value is estimated using a valuation methodology that incorporates two approaches in estimating fair value including the public guideline company method and the discounted cash flow method. The determination of fair value
requires significant management assumptions and other factors including estimating future sales growth, selling prices and costs, changes in working capital, investments in property and equipment, recent stock price volatility, and the selection of
an appropriate weighted average cost of capital (WACC). The WACC used for the Engine, Home Power Products and Yard Power Products reporting units were 10.8%, 11.4% and 11.4%, respectively. The decrease in the WACC for each of the reporting units in
fiscal 2010 versus fiscal 2009 was attributable to lower risk-free interest rates, decreased market equity betas and lower risk premiums due to an overall improvement in the Companys market capitalization. The estimated fair value is then
compared with the carrying value of the reporting unit, including the recorded goodwill. The Company is subject to financial statement risk to the extent that the carrying amount exceeds the estimated fair value. The impairment testing performed by
the Company at June 27, 2010 indicated that the estimated fair value of each reporting unit exceeded its corresponding carrying amount, including recorded goodwill and as such, no impairment existed. Such impairment testing indicated that the
estimated fair value of the Yard Power Products reporting unit exceeded its corresponding carrying amount by 11.2%. The estimated fair values of the Engine and Home Power Products reporting units were substantially in excess of their respective
carrying values.

Other intangible assets with definite lives continue to be amortized over their estimated useful lives and are subject to impairment
testing if events or changes in circumstances indicate that an asset may be impaired. Indefinite lived intangible assets are also subject to impairment testing on at least an annual basis. At June 27, 2010 there was no impairment of intangible
assets.

The reserves for customer rebates, warranty, product liability, inventory and doubtful accounts are fact specific and take into account such
factors as specific customer situations, historical experience, and current and expected economic conditions.

The Companys estimate of income
taxes payable, deferred income taxes, tax contingencies and the effective tax rate is based on a complex analysis of many factors including interpretations of federal, state and foreign income tax laws, the difference between tax and financial
reporting bases of assets and liabilities, estimates of amounts currently due or owed in various jurisdictions, and current accounting standards. We review and update our estimates on a quarterly basis as facts and circumstances change and actual
results are known. In addition, federal, state and foreign taxing authorities periodically review the Companys estimates and interpretation of income tax laws. Adjustments to the effective income tax rate and recorded tax related assets and
liabilities may occur in future periods if actual results differ significantly from original estimates and interpretations.

The pension benefit
obligation and related pension expense or income are impacted by certain actuarial assumptions, including the discount rate and the expected rate of return on plan assets. These rates are evaluated on an annual basis considering such factors as
market interest rates and historical asset performance, which is essential in the current volatile market. Actuarial valuations at June 27, 2010 used a discount rate of 5.30% and an expected rate of return on plan assets of 8.50%. Our discount
rate was selected using a methodology that matches plan cash flows with a selection of Moodys Aa or higher rated bonds, resulting in a discount rate that better matches a bond yield curve with comparable cash flows. A 0.25% decrease in the
discount rate would decrease annual pension expense by approximately $0.3 million. A 0.25% decrease in the expected return on plan assets would increase our annual pension expense by approximately $2.3 million. In estimating the expected return on
plan assets, the Company considers the historical returns on plan assets, adjusted for forward looking considerations, including inflation assumptions and active management of the plans invested assets, knowing that our investment performance
has been in the top decile compared to other plans. Changes in the discount rate and return on assets can have a significant effect on the funded status of our pension plans, stockholders equity and related expense. We cannot predict these
changes in discount rates or investment returns and, therefore, cannot reasonably estimate whether the impact in subsequent years will be significant.

The funded status of the Companys pension plan is the difference between the projected benefit obligation and the fair value of its plan assets. The
projected benefit obligation is the actuarial present value of all benefits expected to be earned by the employees service adjusted for future potential wage increases. At June 27, 2010 the fair value of plan assets was less than the
projected benefit obligation by approximately $277 million.



23



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The Company is not required to make any contributions to the qualified pension plan during fiscal 2011, but may be
required to make contributions in future years depending upon the actual return on plan assets and the funded status of the plan in future periods.

The
other postretirement benefits obligation and related expense or income are impacted by certain actuarial assumptions, including the health care trend rate. An increase of one percentage point in health care costs would increase the accumulated
postretirement benefit obligation by $5.0 million and would increase the service and interest cost by $0.6 million. A corresponding decrease of one percentage point, would decrease the accumulated postretirement benefit by $5.0 million and decrease
the service and interest cost by $0.5 million.

For pension and postretirement benefits, actuarial gains and losses are accounted for in accordance with
GAAP. Refer to Note 15 of the Notes to the Consolidated Financial Statements for additional discussion.

New Accounting Pronouncements

In February 2010, the Financial Accounting Standards Board (FASB) issued an update that removes the requirement for a SEC filer to
disclose a date through which subsequent events have been evaluated. This change removes potential conflicts with SEC requirements. The adoption did not have an impact on the Companys consolidated financial statements.

In August 2009, the FASB issued a clarification on fair value measurements. This clarification provides that in circumstances in which a quoted price in an active
market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. This clarification was effective in the first reporting period following
issuance, and did not have an impact on the Companys financial statements.

In June 2009, the FASB issued new guidance for the hierarchy of
accounting standards, which establishes the Accounting Standards Codification TM (Codification) as the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Under the Codification, all of its content
will carry the same level of authority. This statement is effective for the Company beginning with the first quarter of fiscal year 2010. The adoption of this statement did not have an impact on the Companys financial position or results of
operations.

In June 2009, the FASB issued new guidance that changes the approach to determining the primary beneficiary of a variable interest entity
(VIE) and requires companies to more frequently assess whether they must consolidate VIEs. This new standard is effective for fiscal years beginning after November 15, 2009. The adoption of this statement is not expected to have a material
impact on the Companys financial position or results of operations.

In April 2009, the FASB issued an update that requires disclosure about the
fair value of financial instruments whenever summarized financial information for interim periods is issued, and requires disclosure of the fair value of all financial instruments (where practicable) in the body or accompanying notes of interim and
annual financial statements. This update was effective for the Companys first quarter of fiscal 2010, with no material impact on the financial statements.

In December 2008, the FASB issued additional guidance on an employers disclosures regarding plan assets of a defined benefit pension or other postretirement
plan. The objectives of the disclosures required under this guidance are to provide users of financial statements with an understanding of how investment allocation decisions are made; the major categories of plan assets; the inputs and valuation
techniques used to measure the fair value of plan assets; the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period; and significant concentrations of risk within plan assets. These
disclosures around plan assets are required for fiscal years ending after December 15, 2009. The adoption of this statement did not have a material impact on the Companys financial position or results of operations.



24



---

|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|-------- | ----------------------------------------------------------

Briggs & Stratton is exposed to market risk from changes in foreign exchange rates, commodity prices and interest rates. To reduce the risk from changes
in certain foreign exchange rates and commodity prices, Briggs & Stratton uses financial instruments. Briggs & Stratton does not hold or issue financial instruments for trading purposes.

Foreign Currency

Briggs & Strattons earnings
are affected by fluctuations in the value of the U.S. Dollar against various currencies. Briggs & Stratton purchases components in Euros from third parties and receives Euros for certain products sold to European customers and receives
Canadian dollars for certain products sold to Canadian customers. The Yen is used to purchase engines from Briggs & Strattons joint venture. Briggs & Strattons foreign subsidiaries earnings are also influenced by
fluctuations of local currencies, including the Australian dollar, against the U.S. dollar as these subsidiaries purchase components and inventory from vendors and the parent in U.S. dollars. Forward foreign exchange contracts are used to partially
hedge against the earnings effects of such fluctuations. At June 27, 2010, Briggs & Stratton had the following forward foreign exchange contracts outstanding with the Fair Value Gains shown (in thousands):



|                  |  |               |  |   |                  |  |                    |  |   |                          |  
|----------------- |  | ------------- |  | - | ---------------- |  | ------------------ |  | - | ------------------------ | -
|Hedge
Currency    |  | NotionalValue |  |   | Fair MarketValue |  | ConversionCurrency |  |   | (Gain) Lossat Fair Value |  
|Australian Dollar |  | 15,136        |  | $ | 12,930           |  | U.S.               |  | $ | 78                       |  
|Canadian Dollar   |  | 12,100        |  | $ | 11,673           |  | U.S.               |  | $ | (15                      | )
|Euro              |  | 91,609        |  | $ | 113,456          |  | U.S.               |  | $ | (17,567                  | )
|Japanese Yen      |  | 650,000       |  | $ | 7,294            |  | U.S.               |  | $ | (116                     | )

Fluctuations in currency exchange rates may also impact the
shareholders investment in Briggs & Stratton. Amounts invested in Briggs & Strattons non-U.S. subsidiaries and joint ventures are translated into U.S. dollars at the exchange rates in effect at fiscal year-end. The
resulting cumulative translation adjustments are recorded in Shareholders Investment as Accumulated Other Comprehensive Income. The cumulative translation adjustments component of Shareholders Investment decreased $5.0 million during the
year. Using the year-end exchange rates, the total amount invested in non-U.S. subsidiaries on June 27, 2010 was approximately $133.7 million.

Commodity Prices

Briggs & Stratton is exposed to
fluctuating market prices for commodities, including natural gas, copper and aluminum. The Company has established programs to manage commodity price fluctuations through contracts that fix the price of certain commodities, some of which are
financial derivative instruments. The maturities of these contracts coincide with the expected usage of the commodities for periods up to the next twenty-four months.

Interest Rates

Briggs & Stratton is exposed to
interest rate fluctuations on its borrowings, depending on general economic conditions.

On June 27, 2010, Briggs & Stratton had the
following short-term loan outstanding (in thousands):



|             |  |        |       |                                |      
|------------ |  | ------ | ----- | ------------------------------ | -----
|Currency     |  | Amount |       | Weighted Average
Interest Rate
|U.S. Dollars |  | $      | 3,000 |                                | 3.77%

This loan has a variable interest rate. Assuming
borrowings are outstanding for an entire year, an increase (decrease) of one percentage point in the weighted average interest rate would increase (decrease) interest expense by $30 thousand.

Current maturities on long-term loans, net of unamortized discount, consisted of the following (in thousands):



|                    |  |        |         |          |            |                                |       
|------------------- |  | ------ | ------- | -------- | ---------- | ------------------------------ | ------
|Description         |  | Amount |         | Maturity |            | Weighted Average
Interest Rate
|8.875% Senior Notes |  | $      | 203,460 |          | March 2011 |                                | 8.875%

The Senior Notes carry fixed rates of interest and are
therefore not subject to market fluctuation.



25



---

|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

Consolidated
Balance Sheets







AS OF JUNE 27, 2010 AND JUNE 28, 2009


(in thousands)



|                                                               |  |      |           |      |   |          
|-------------------------------------------------------------- |  | ---- | --------- | ---- | - | ---------
|ASSETS                                                         |  | 2010 |           | 2009
|CURRENT ASSETS:                                                |  |      |           |      |   |          
|                                                               |  |     
|Cash and Cash Equivalents                                      |  | $    | 116,554   |      | $ | 15,992   
|Receivables, Less Reserves of $11,317 and $7,360, Respectively |  |      | 286,426   |      |   | 262,934  
|Inventories:                                                   |  |      |           |      |   |          
|Finished Products and Parts                                    |  |      | 278,922   |      |   | 359,429  
|Work in Process                                                |  |      | 114,483   |      |   | 109,774  
|Raw Materials                                                  |  |      | 6,941     |      |   | 8,136    
|                                                               |  |      |           |      |   |          
|Total Inventories                                              |  |      | 400,346   |      |   | 477,339  
|Deferred Income Tax Asset                                      |  |      | 41,138    |      |   | 51,658   
|Assets Held for Sale                                           |  |      | 4,000     |      |   | 4,000    
|Prepaid Expenses and Other Current Assets                      |  |      | 57,179    |      |   | 48,597   
|                                                               |  |      |           |      |   |          
|Total Current Assets                                           |  |      | 905,643   |      |   | 860,520  
|                                                               |  |     
|GOODWILL                                                       |  |      | 252,975   |      |   | 253,854  
|                                                               |  |     
|INVESTMENTS                                                    |  |      | 19,706    |      |   | 18,667   
|                                                               |  |     
|DEFERRED LOAN COSTS, Net                                       |  |      | 525       |      |   | 1,776    
|                                                               |  |     
|OTHER INTANGIBLE ASSETS, Net                                   |  |      | 90,345    |      |   | 92,190   
|                                                               |  |     
|LONG-TERM DEFERRED INCOME TAX ASSET                            |  |      | 72,492    |      |   | 23,165   
|                                                               |  |     
|OTHER LONG-TERM ASSETS, Net                                    |  |      | 10,608    |      |   | 8,676    
|                                                               |  |     
|PLANT AND EQUIPMENT:                                           |  |      |           |      |   |          
|                                                               |  |     
|Land and Land Improvements                                     |  |      | 17,303    |      |   | 17,559   
|Buildings                                                      |  |      | 136,725   |      |   | 133,749  
|Machinery and Equipment                                        |  |      | 804,362   |      |   | 827,259  
|Construction in Progress                                       |  |      | 21,508    |      |   | 13,115   
|                                                               |  |      |           |      |   |          
|                                                               |  |      | 979,898   |      |   | 991,682  
|Less - Accumulated Depreciation                                |  |      | 642,135   |      |   | 631,507  
|                                                               |  |      |           |      |   |          
|Total Plant and Equipment, Net                                 |  |      | 337,763   |      |   | 360,175  
|                                                               |  |      |           |      |   |          
|                                                               |  | $    | 1,690,057 |      | $ | 1,619,023
|                                                               |  |      |           |      |   |          



The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.



26



---







AS OF JUNE 27, 2010 AND JUNE 28, 2009


(in thousands, except per share data)



|                                                                              |  |      |           |   |      |   |           |  
|----------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|LIABILITIES AND SHAREHOLDERS INVESTMENT                                      |  | 2010 |           |   | 2009 |  
|CURRENT LIABILITIES:                                                          |  |      |           |   |      |   |           |  
|                                                                              |  |     
|Accounts Payable                                                              |  | $    | 171,495   |   |      | $ | 128,151   |  
|Short-term Debt                                                               |  |      | 3,000     |   |      |   | 3,000     |  
|Current Maturity on Long-term Debt                                            |  |      | 203,460   |   |      |   | -         |  
|Accrued Liabilities:                                                          |  |      |           |   |      |   |           |  
|Wages and Salaries                                                            |  |      | 74,837    |   |      |   | 54,663    |  
|Warranty                                                                      |  |      | 29,578    |   |      |   | 30,427    |  
|Accrued Postretirement Health Care Obligation                                 |  |      | 22,847    |   |      |   | 26,343    |  
|Other                                                                         |  |      | 58,294    |   |      |   | 56,505    |  
|                                                                              |  |      |           |   |      |   |           |  
|Total Accrued Liabilities                                                     |  |      | 185,556   |   |      |   | 167,938   |  
|                                                                              |  |      |           |   |      |   |           |  
|Total Current Liabilities                                                     |  |      | 563,511   |   |      |   | 299,089   |  
|                                                                              |  |     
|ACCRUED PENSION COST                                                          |  |      | 274,737   |   |      |   | 138,811   |  
|                                                                              |  |     
|ACCRUED EMPLOYEE BENEFITS                                                     |  |      | 23,006    |   |      |   | 19,429    |  
|                                                                              |  |     
|ACCRUED POSTRETIREMENT HEALTH CARE OBLIGATION                                 |  |      | 135,978   |   |      |   | 155,443   |  
|                                                                              |  |     
|ACCRUED WARRANTY                                                              |  |      | 12,367    |   |      |   | 11,617    |  
|                                                                              |  |     
|OTHER LONG-TERM LIABILITIES                                                   |  |      | 29,881    |   |      |   | 18,846    |  
|                                                                              |  |     
|LONG-TERM DEBT                                                                |  |      | -         |   |      |   | 281,104   |  
|                                                                              |  |     
|SHAREHOLDERS INVESTMENT:                                                     |  |      |           |   |      |   |           |  
|Common Stock -
Authorized 120,000 Shares $.01 Par Value,
Issued 57,854 Shares |  |      | 579       |   |      |   | 579       |  
|Additional Paid In Capital                                                    |  |      | 80,353    |   |      |   | 77,522    |  
|Retained Earnings                                                             |  |      | 1,090,843 |   |      |   | 1,075,838 |  
|Accumulated Other Comprehensive Loss                                          |  |      | (318,709  | ) |      |   | (250,273  | )
|Treasury Stock at Cost, 7,793 Shares in 2010 and 8,042 Shares in 2009         |  |      | (202,489  | ) |      |   | (208,982  | )
|                                                                              |  |      |           |   |      |   |           |  
|Total Shareholders Investment                                                |  |      | 650,577   |   |      |   | 694,684   |  
|                                                                              |  |      |           |   |      |   |           |  
|                                                                              |  | $    | 1,690,057 |   |      | $ | 1,619,023 |  
|                                                                              |  |      |           |   |      |   |           |  





The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.



27



---

Consolidated Statements of Earnings





FOR THE FISCAL YEARS ENDED JUNE 27, 2010, JUNE 28, 2009 AND JUNE 29, 2008


(in thousands, except per share data)



|                                                          |  |      |           |      |   |           |  |   |          
|--------------------------------------------------------- |  | ---- | --------- | ---- | - | --------- |  | - | ---------
|                                                          |  | 2010 |           | 2009 |   | 2008     
|NET SALES                                                 |  | $    | 2,027,872 |      | $ | 2,092,189 |  | $ | 2,151,393
|                                                          |  |      |          
|COST OF GOODS SOLD                                        |  |      | 1,647,937 |      |   | 1,753,935 |  |   | 1,844,077
|                                                          |  |      |          
|IMPAIRMENT CHARGE                                         |  |      | -         |      |   | 4,575     |  |   | -        
|                                                          |  |      |           |      |   |           |  |   |          
|Gross Profit                                              |  |      | 379,935   |      |   | 333,679   |  |   | 307,316  
|                                                          |  |      |          
|ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |  |      | 280,248   |      |   | 265,338   |  |   | 280,976  
|LITIGATION SETTLEMENT                                     |  |      | 30,600    |      |   | -         |  |   | -        
|                                                          |  |      |           |      |   |           |  |   |          
|Income from Operations                                    |  |      | 69,087    |      |   | 68,341    |  |   | 26,340   
|                                                          |  |      |          
|INTEREST EXPENSE                                          |  |      | (26,469)  |      |   | (31,147)  |  |   | (38,123) 
|                                                          |  |      |          
|OTHER INCOME, Net                                         |  |      | 6,455     |      |   | 3,215     |  |   | 41,392   
|                                                          |  |      |           |      |   |           |  |   |          
|Income Before Provision for Income Taxes                  |  |      | 49,073    |      |   | 40,409    |  |   | 29,609   
|                                                          |  |      |          
|PROVISION FOR INCOME TAXES                                |  |      | 12,458    |      |   | 8,437     |  |   | 7,009    
|                                                          |  |      |           |      |   |           |  |   |          
|                                                          |  |      |          
|NET INCOME                                                |  | $    | 36,615    |      | $ | 31,972    |  | $ | 22,600   
|                                                          |  |      |           |      |   |           |  |   |          
|                                                          |  |      |          
|EARNINGS PER SHARE DATA                                   |  |      |           |      |   |           |  |   |          
|                                                          |  |      |          
|Weighted Average Shares Outstanding                       |  |      | 49,668    |      |   | 49,572    |  |   | 49,549   
|                                                          |  |      |          
|Basic Earnings Per Share                                  |  | $    | 0.73      |      | $ | 0.64      |  | $ | 0.46     
|                                                          |  |      |           |      |   |           |  |   |          
|                                                          |  |      |          
|Diluted Average Shares Outstanding                        |  |      | 50,064    |      |   | 49,725    |  |   | 49,652   
|                                                          |  |      |          
|Diluted Earnings Per Share                                |  | $    | 0.73      |      | $ | 0.64      |  | $ | 0.46     
|                                                          |  |      |           |      |   |           |  |   |          







The accompanying Notes to Consolidated Financial Statements are an integral
part of these statements.



28



---

Consolidated Statements of Shareholders Investment





FOR THE FISCAL YEARS ENDED JUNE 27, 2010, JUNE 28, 2009 AND JUNE 29, 2008


(in thousands, except per share data)



|                                                                  |  |             |     |                          |   |                  |  |                                              |           |               |   |                            |  |   |           |  |   |          
|----------------------------------------------------------------- |  | ----------- | --- | ------------------------ | - | ---------------- |  | -------------------------------------------- | --------- | ------------- | - | -------------------------- |  | - | --------- |  | - | ---------
|                                                                  |  | CommonStock |     | AdditionalPaid-inCapital |   | RetainedEarnings |  | AccumulatedOther Com-prehensiveIncome (Loss) |           | TreasuryStock |   | ComprehensiveIncome (Loss)
|BALANCES, JULY 1, 2007                                            |  | $           | 579 |                          | $ | 73,149           |  | $                                            | 1,107,514 |               | $ | (128,951)                  |  | $ | (213,837) |  |   |          
|Comprehensive Income:                                             |  |             |     |                          |   |                  |  |                                              |           |               |   |                            |  |   |           |  |   |          
|Net Income                                                        |  |             | -   |                          |   | -                |  |                                              | 22,600    |               |   | -                          |  |   | -         |  | $ | 22,600   
|Foreign Currency Translation Adjustments                          |  |             | -   |                          |   | -                |  |                                              | -         |               |   | 10,846                     |  |   | -         |  |   | 10,846   
|Unrealized Gain on Derivatives, net of tax                        |  |             | -   |                          |   | -                |  |                                              | -         |               |   | 5,550                      |  |   | -         |  |   | 5,550    
|Change in Pension and Postretirement Plans, net of tax of $1,483  |  |             | -   |                          |   | -                |  |                                              | -         |               |   | 2,321                      |  |   | -         |  |   | 2,321    
|                                                                  |  |             |     |                          |   |                  |  |                                              |           |               |   |                            |  |   |           |  |   |          
|Total Comprehensive Income                                        |  |             | -   |                          |   | -                |  |                                              | -         |               |   | -                          |  |   | -         |  | $ | 41,317   
|                                                                  |  |             |     |                          |   |                  |  |                                              |           |               |   |                            |  |   |           |  |   |          
|Cash Dividends Paid ($0.88 per share)                             |  |             | -   |                          |   | -                |  |                                              | (43,560)  |               |   | -                          |  |   | -         |  |   |          
|Stock Option Activity, net of tax                                 |  |             | -   |                          |   | 3,230            |  |                                              | -         |               |   | -                          |  |   | 1,065     |  |   |          
|Restricted Stock                                                  |  |             | -   |                          |   | (974)            |  |                                              | -         |               |   | -                          |  |   | 638       |  |   |          
|Amortization of Unearned Compensation                             |  |             | -   |                          |   | 1,117            |  |                                              | -         |               |   | -                          |  |   | -         |  |   |          
|Deferred Stock                                                    |  |             | -   |                          |   | 142              |  |                                              | -         |               |   | -                          |  |   | -         |  |   |          
|Shares Issued to Directors                                        |  |             | -   |                          |   | 3                |  |                                              | -         |               |   | -                          |  |   | 92        |  |   |          
|Adoption of FIN 48                                                |  |             | -   |                          |   | -                |  |                                              | (4,001)   |               |   | -                          |  |   | -         |  |   |          
|                                                                  |  |             |     |                          |   |                  |  |                                              |           |               |   |                            |  |   |           |  |   |          
|BALANCES, JUNE 29, 2008                                           |  | $           | 579 |                          | $ | 76,667           |  | $                                            | 1,082,553 |               | $ | (110,234)                  |  | $ | (212,042) |  |   |          
|Comprehensive Income:                                             |  |             |     |                          |   |                  |  |                                              |           |               |   |                            |  |   |           |  |   |          
|Net Income                                                        |  |             | -   |                          |   | -                |  |                                              | 31,972    |               |   | -                          |  |   | -         |  | $ | 31,972   
|Foreign Currency Translation Adjustments                          |  |             | -   |                          |   | -                |  |                                              | -         |               |   | (13,684)                   |  |   | -         |  |   | (13,684) 
|Unrealized Loss on Derivatives, net of tax                        |  |             | -   |                          |   | -                |  |                                              | -         |               |   | (7,576)                    |  |   | -         |  |   | (7,576)  
|Change in Pension and Postretirement Plans, net of tax of $75,953 |  |             | -   |                          |   | -                |  |                                              | -         |               |   | (118,779)                  |  |   | -         |  |   | (118,779)
|                                                                  |  |             |     |                          |   |                  |  |                                              |           |               |   |                            |  |   |           |  |   |          
|Total Comprehensive Loss                                          |  |             | -   |                          |   | -                |  |                                              | -         |               |   | -                          |  |   | -         |  | $ | (108,067)
|                                                                  |  |             |     |                          |   |                  |  |                                              |           |               |   |                            |  |   |           |  |   |          
|Cash Dividends Paid ($0.77 per share)                             |  |             | -   |                          |   | -                |  |                                              | (38,171)  |               |   | -                          |  |   | -         |  |   |          
|Stock Option Activity, net of tax                                 |  |             | -   |                          |   | 1,760            |  |                                              | -         |               |   | -                          |  |   | -         |  |   |          
|Restricted Stock                                                  |  |             | -   |                          |   | (3,075)          |  |                                              | -         |               |   | -                          |  |   | 2,880     |  |   |          
|Amortization of Unearned Compensation                             |  |             | -   |                          |   | 1,097            |  |                                              | -         |               |   | -                          |  |   | -         |  |   |          
|Deferred Stock                                                    |  |             | -   |                          |   | 1,142            |  |                                              | -         |               |   | -                          |  |   | 160       |  |   |          
|Shares Issued to Directors                                        |  |             | -   |                          |   | (69)             |  |                                              | -         |               |   | -                          |  |   | 20        |  |   |          
|Adoption of EITF 06-4 and 06-10                                   |  |             | -   |                          |   | -                |  |                                              | (516)     |               |   | -                          |  |   | -         |  |   |          
|                                                                  |  |             |     |                          |   |                  |  |                                              |           |               |   |                            |  |   |           |  |   |          
|BALANCES, JUNE 28, 2009                                           |  | $           | 579 |                          | $ | 77,522           |  | $                                            | 1,075,838 |               | $ | (250,273)                  |  | $ | (208,982) |  |   |          
|Comprehensive Income:                                             |  |             |     |                          |   |                  |  |                                              |           |               |   |                            |  |   |           |  |   |          
|Net Income                                                        |  |             | -   |                          |   | -                |  |                                              | 36,615    |               |   | -                          |  |   | -         |  | $ | 36,615   
|Foreign Currency Translation Adjustments                          |  |             | -   |                          |   | -                |  |                                              | -         |               |   | (4,989)                    |  |   | -         |  |   | (4,989)  
|Unrealized Gain on Derivatives, net of tax                        |  |             | -   |                          |   | -                |  |                                              | -         |               |   | 11,626                     |  |   | -         |  |   | 11,626   
|Change in Pension and Postretirement Plans, net of tax of $41,348 |  |             | -   |                          |   | -                |  |                                              | -         |               |   | (75,073)                   |  |   | -         |  |   | (75,073) 
|                                                                  |  |             |     |                          |   |                  |  |                                              |           |               |   |                            |  |   |           |  |   |          
|Total Comprehensive Loss                                          |  |             | -   |                          |   | -                |  |                                              | -         |               |   | -                          |  |   | -         |  | $ | (31,821) 
|                                                                  |  |             |     |                          |   |                  |  |                                              |           |               |   |                            |  |   |           |  |   |          
|Cash Dividends Paid ($0.44 per share)                             |  |             | -   |                          |   | -                |  |                                              | (22,125)  |               |   | -                          |  |   | -         |  |   |          
|Stock Option Activity, net of tax                                 |  |             | -   |                          |   | 2,959            |  |                                              | -         |               |   | -                          |  |   | 1,514     |  |   |          
|Restricted Stock                                                  |  |             | -   |                          |   | (5,023)          |  |                                              | -         |               |   | -                          |  |   | 4,928     |  |   |          
|Amortization of Unearned Compensation                             |  |             | -   |                          |   | 2,055            |  |                                              | -         |               |   | -                          |  |   | -         |  |   |          
|Deferred Stock                                                    |  |             | -   |                          |   | 2,877            |  |                                              | -         |               |   | -                          |  |   | 31        |  |   |          
|Shares Issued to Directors                                        |  |             | -   |                          |   | (37)             |  |                                              | -         |               |   | -                          |  |   | 20        |  |   |          
|Reclassification of EITF 06-4 and 06-10                           |  |             | -   |                          |   | -                |  |                                              | 516       |               |   | -                          |  |   | -         |  |   |          
|                                                                  |  |             |     |                          |   |                  |  |                                              |           |               |   |                            |  |   |           |  |   |          
|BALANCES, JUNE 27, 2010                                           |  | $           | 579 |                          | $ | 80,353           |  | $                                            | 1,090,843 |               | $ | (318,709)                  |  | $ | (202,489) |  |   |          
|                                                                  |  |             |     |                          |   |                  |  |                                              |           |               |   |                            |  |   |           |  |   |          

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.



29



---

Consolidated Statements of Cash Flows





FOR THE FISCAL YEARS ENDED JUNE 27, 2010, JUNE 28, 2009 AND JUNE 29, 2008


(in thousands)



|                                                                                  |  |      |         |   |      |   |          |      |  |   |          |  
|--------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | -------- | ---- |  | - | -------- | -
|                                                                                  |  | 2010 |         |   | 2009 |   |          | 2008 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |      |         |   |      |   |          |      |  |   |          |  
|Net Income                                                                        |  | $    | 36,615  |   |      | $ | 31,972   |      |  | $ | 22,600   |  
|Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: |  |      |         |   |      |   |          |      |  |   |          |  
|Depreciation and Amortization                                                     |  |      | 66,232  |   |      |   | 67,803   |      |  |   | 68,886   |  
|Stock Compensation Expense                                                        |  |      | 6,975   |   |      |   | 3,999    |      |  |   | 4,563    |  
|Impairment Charge                                                                 |  |      | -       |   |      |   | 4,575    |      |  |   | -        |  
|Earnings of Unconsolidated Affiliates                                             |  |      | (4,071  | ) |      |   | (1,526   | )    |  |   | (3,587   | )
|Dividends Received from Unconsolidated Affiliates                                 |  |      | 4,005   |   |      |   | 5,211    |      |  |   | 2,799    |  
|Loss on Disposition of Plant and Equipment                                        |  |      | 2,125   |   |      |   | 2,514    |      |  |   | 2,708    |  
|Gain on Sale of Investment                                                        |  |      | -       |   |      |   | -        |      |  |   | (36,960  | )
|(Gain) Loss on Curtailment of Employee Benefits                                   |  |      | -       |   |      |   | 1,190    |      |  |   | (13,288  | )
|Credit for Deferred Income Taxes                                                  |  |      | 3,755   |   |      |   | 7,368    |      |  |   | 10,506   |  
|Change in Operating Assets and Liabilities, Net of Effects of Acquisition:        |  |      |         |   |      |   |          |      |  |   |          |  
|(Increase) Decrease in Receivables                                                |  |      | (24,430 | ) |      |   | 59,809   |      |  |   | 6,906    |  
|Decrease in Inventories                                                           |  |      | 76,389  |   |      |   | 61,810   |      |  |   | 18,390   |  
|(Increase) Decrease in Prepaid Expenses and Other Current Assets                  |  |      | 1,032   |   |      |   | (13,152  | )    |  |   | 9,954    |  
|Increase (Decrease) in Accounts Payable, Accrued Liabilities and Income Taxes     |  |      | 67,947  |   |      |   | (45,318  | )    |  |   | (22,157  | )
|Change in Accrued Pension                                                         |  |      | (4,808  | ) |      |   | (8,441   | )    |  |   | (2,258   | )
|Other, Net                                                                        |  |      | 11,975  |   |      |   | (5,394   | )    |  |   | (7,773   | )
|                                                                                  |  |      |         |   |      |   |          |      |  |   |          |  
|Net Cash Provided by Operating Activities                                         |  |      | 243,741 |   |      |   | 172,420  |      |  |   | 61,289   |  
|                                                                                  |  |      |         |   |      |   |          |      |  |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |      |         |   |      |   |          |      |  |   |          |  
|Additions to Plant and Equipment                                                  |  |      | (44,443 | ) |      |   | (43,027  | )    |  |   | (65,513  | )
|Cash Paid for Acquisition, Net of Cash Acquired                                   |  |      | -       |   |      |   | (24,757  | )    |  |   | -        |  
|Proceeds Received on Disposition of Plant and Equipment                           |  |      | 276     |   |      |   | 3,659    |      |  |   | 680      |  
|Proceeds Received on Sale of Investment                                           |  |      | -       |   |      |   | -        |      |  |   | 66,011   |  
|Other, Net                                                                        |  |      | (144    | ) |      |   | (348     | )    |  |   | (503     | )
|                                                                                  |  |      |         |   |      |   |          |      |  |   |          |  
|Net Cash Provided (Used) by Investing Activities                                  |  |      | (44,311 | ) |      |   | (64,473  | )    |  |   | 675      |  
|                                                                                  |  |      |         |   |      |   |          |      |  |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |      |         |   |      |   |          |      |  |   |          |  
|Net Borrowings (Repayments) on Revolver                                           |  |      | (34,000 | ) |      |   | (65,077  | )    |  |   | 99,077   |  
|Payments on Long-Term Debt                                                        |  |      | (44,236 | ) |      |   | (20,000  | )    |  |   | (118,139 | )
|Issuance Cost of Amended Revolver                                                 |  |      | -       |   |      |   | -        |      |  |   | (1,286   | )
|Cash Dividends Paid                                                               |  |      | (22,125 | ) |      |   | (38,171  | )    |  |   | (43,560  | )
|Stock Option Exercise Proceeds and Tax Benefits                                   |  |      | 864     |   |      |   | -        |      |  |   | 991      |  
|                                                                                  |  |      |         |   |      |   |          |      |  |   |          |  
|Net Cash Used by Financing Activities                                             |  |      | (99,497 | ) |      |   | (123,248 | )    |  |   | (62,917  | )
|                                                                                  |  |      |         |   |      |   |          |      |  |   |          |  
|EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS     |  |      | 629     |   |      |   | (1,175   | )    |  |   | 3,952    |  
|                                                                                  |  |      |         |   |      |   |          |      |  |   |          |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              |  |      | 100,562 |   |      |   | (16,476  | )    |  |   | 2,999    |  
|CASH AND CASH EQUIVALENTS:                                                        |  |      |         |   |      |   |          |      |  |   |          |  
|Beginning of Year                                                                 |  |      | 15,992  |   |      |   | 32,468   |      |  |   | 29,469   |  
|                                                                                  |  |      |         |   |      |   |          |      |  |   |          |  
|End of Year                                                                       |  | $    | 116,554 |   |      | $ | 15,992   |      |  | $ | 32,468   |  
|                                                                                  |  |      |         |   |      |   |          |      |  |   |          |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                 |  |      |         |   |      |   |          |      |  |   |          |  
|Interest Paid                                                                     |  | $    | 26,693  |   |      | $ | 31,169   |      |  | $ | 40,332   |  
|                                                                                  |  |      |         |   |      |   |          |      |  |   |          |  
|Income Taxes Paid (Refunded)                                                      |  | $    | (6      | ) |      | $ | 4,107    |      |  | $ | 4,032    |  
|                                                                                  |  |      |         |   |      |   |          |      |  |   |          |  



The accompanying Notes to Consolidated Financial
Statements are an integral part of these statements.



30



---

Notes to Consolidated Financial Statements





FOR THE FISCAL YEARS ENDED JUNE 27, 2010, JUNE 28, 2009 AND JUNE 29, 2008


(1) Nature of Operations:

Briggs & Stratton (the
Company) is a U.S. based producer of air cooled gasoline engines and engine powered outdoor equipment. The Companys Engine segment sells engines worldwide, primarily to original equipment manufacturers of lawn and garden equipment
and other gasoline engine powered equipment. The Companys Power Products segment designs, manufacturers and markets a wide range of outdoor power equipment and related accessories.

(2) Summary of Significant Accounting Policies:

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. Fiscal years 2010, 2009 and 2008 were all 52 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 the Company and its majority owned
domestic and foreign subsidiaries after elimination of intercompany accounts and transactions.

Accounting Estimates: The preparation of
financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

Cash and Cash Equivalents: This caption includes cash, commercial paper and certificates of deposit. The Company considers all highly liquid investments
purchased with an original maturity of three months or less to be cash equivalents. Bank overdrafts of $0.0 million and $0.2 million are included in accounts payable at June 27, 2010 and June 28, 2009, respectively.

Receivables: Receivables are recorded at their original carrying value less reserves for estimated uncollectible accounts.

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 41% of total inventories at June 27, 2010 and 46% of total inventories at June 28, 2009. The cost for the remaining 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 $57.6 million and $59.2 million higher in fiscal 2010 and 2009, respectively. The LIFO inventory adjustment was determined on an overall basis, and accordingly, each class of inventory
reflects an allocation based on the FIFO amounts. During 2010 and 2009, liquidation of LIFO layers generated income of $1.7 million and $9.3 million, respectively.

Goodwill and Other Intangible Assets: Goodwill reflects the cost of acquisitions in excess of the fair values assigned to identifiable net assets acquired.
Goodwill is assigned to reporting units based upon the expected benefit of the synergies of the acquisition. The reporting units are Engine, Home Power Products and Yard Power Products and have goodwill at June 27, 2010 of $136.9 million, $83.3
million and $32.8 million, respectively. Other Intangible Assets reflect identifiable intangible assets that arose from purchase acquisitions. Other Intangible Assets are comprised of trademarks, patents and customer relationships. Goodwill and
trademarks, which are considered to have indefinite lives are not amortized; however, both must be tested for impairment annually. Amortization is recorded on a straight-line basis for other intangible assets with finite lives. Patents have been
assigned an estimated weighted average useful life of thirteen years. The customer relationships have been assigned an estimated useful life of twenty-five years. The Company is subject to financial statement risk in the event that goodwill and
intangible assets become impaired. The Company performed the required impairment tests in fiscal 2010, 2009 and 2008, and found no impairment of the assets.

Investments: This caption represents the Companys investment in its 30% and 50% owned joint ventures. Until the second quarter of fiscal 2008,
investments also included preferred stock in privately held Metal



31



---

Notes . . .





Technologies Holding Company, Inc. (MTHC). The investments in the joint ventures are accounted for under the equity method. During the second quarter of fiscal 2008, the Company and MTHC entered
into a Class B Preferred Share Redemption Agreement that provided for MTHC to pay all dividends in arrears on the 45,000 MTHC Class B preferred shares held by the Company and redeem the shares in exchange for a payment to the Company. The shares
were received as part of the payment from MTHC when it acquired certain foundry operations of the Company in 1999. The Company received $66.0 million, resulting in a $37.0 million gain ($29.0 million after tax) on this redemption of preferred stock
and final dividend payment.

Deferred Loan Costs: Expenses associated with the issuance of debt instruments are capitalized and are being
amortized over the terms of the respective financing arrangement using the straight-line method over periods ranging from three to ten years. Accumulated amortization related to outstanding debt instruments amounted to $14.0 million as of
June 27, 2010 and $12.5 million as of June 28, 2009.

Plant and Equipment and Depreciation: Plant and equipment are stated at cost and
depreciation is computed using the straight-line method at rates based upon the estimated useful lives of the assets, as follows:



|                      |  |                             
|--------------------- |  | ----------------------------
|                      |  | Useful Life Range (In Years)
|Software              |  | 3 - 10                      
|                      | 
|Land Improvements     |  | 20 - 40                     
|                      | 
|Buildings             |  | 20 - 50                     
|                      | 
|Machinery & Equipment |  | 3 - 20                      

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 cost of goods sold.

Impairment of Property, Plant and Equipment: Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. If the sum of the expected undiscounted cash flows is less than the carrying value of the related asset or group of assets, a loss is recognized for the difference between the fair value and carrying
value of the asset or group of assets. There were no adjustments to the carrying value of property, plant and equipment in fiscal 2010 and 2008. Refer to Note 19 of the Notes to Consolidated Financial Statements for an impairment charge recognized
in fiscal 2009.

Warranty: The Company recognizes the cost associated with its standard warranty on engines and power products at the time of
sale. The amount recognized is based on historical failure rates and current claim cost experience. In fiscal 2008 and 2007, the Company incurred $19.8 million and $5.0 million, respectively, of expenses to accrue for current and future warranty
claims related to a snow thrower engine recall. The snow thrower engines were recalled due to a potential risk of fire. The amounts accrued were to repair the units to eliminate the potential fire hazard. As of June 27, 2010, the Consolidated
Balance Sheet includes $0.6 million of reserves for this specific engine warranty matter. Product liability reserves totaling less than $50,000 have been accrued for product liability matters related to this recall as the Company has had minimal
product liability claims asserted for nominal amounts related to the snow engine recall. The following is a reconciliation of the changes in accrued warranty costs for the reporting period (in thousands):



|                                      |  |      |         |   |      |   |         |  
|------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                      |  | 2010 |         |   | 2009 |  
|Balance, Beginning of Period          |  | $    | 42,044  |   |      | $ | 49,548  |  
|                                      |  |     
|Payments                              |  |      | (31,015 | ) |      |   | (34,255 | )
|                                      |  |     
|Provision for Current Year Warranties |  |      | 32,089  |   |      |   | 28,623  |  
|                                      |  |     
|Credit for Prior Years Warranties     |  |      | (1,173  | ) |      |   | (1,872  | )
|                                      |  |      |         |   |      |   |         |  
|Balance, End of Period                |  | $    | 41,945  |   |      | $ | 42,044  |  
|                                      |  |      |         |   |      |   |         |  

Revenue Recognition: Net sales include sales of engines, power products, and related service parts and accessories, net of
allowances for cash discounts, customer volume rebates and discounts, floor plan interest



32



---

Notes . . .





and advertising allowances. The Company recognizes revenue when all of the following criteria are met: persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or
determinable, and collectibility is reasonably assured. This is generally upon shipment, except for certain international shipments, where revenue is recognized when the customer receives the product.

Included in net sales are costs associated with programs under which the Company shares the expense of financing certain dealer and distributor inventories,
referred to as floor plan expense. This represents interest for a pre-established length of time based on a variable rate from a contract with a third party financing source for dealer and distributor inventory purchases. Sharing the cost of these
financing arrangements is used by Briggs & Stratton as a marketing incentive for customers to buy inventory. The financing costs included in net sales in fiscal 2010, 2009 and 2008 were $6.4 million, $6.2 million and $9.1 million,
respectively.

The Company also offers a variety of customer rebates and sales incentives. The Company records estimates for rebates and incentives at
the time of sale, as a reduction in net sales.

Income Taxes: The Provision for Income Taxes includes federal, state and foreign income taxes
currently payable and those deferred because of temporary differences between the financial statement and tax bases of assets and liabilities. The Deferred Income Tax Asset represents temporary differences relating to current assets and current
liabilities, and the Long-Term Deferred Income Tax Asset represents temporary differences related to noncurrent assets and liabilities. A valuation allowance is recorded to reduce deferred tax assets when it is more likely than not that a tax
benefit will not be realized.

Retirement Plans: The Company has noncontributory, defined benefit retirement plans and postretirement benefit
plans covering certain employees. Retirement benefits represent a form of deferred compensation, which are subject to change due to changes in assumptions. Management reviews underlying assumptions on an annual basis. Refer to Note 15 of the Notes
to Consolidated Financial Statements.

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 $22.3 million in fiscal 2010, $23.0 million in fiscal 2009 and $26.5 million in fiscal 2008.

Advertising Costs: Advertising costs, included in Engineering, Selling, General and Administrative Expenses in the accompanying Consolidated Statements of
Earnings, are expensed as incurred. These expenses totaled $25.1 million in fiscal 2010, $19.2 million in fiscal 2009 and $34.0 million in fiscal 2008.

The Company reports co-op advertising expense as a reduction in net sales. Co-op advertising expense reported as a reduction in net sales totaled $0.3 million in
fiscal 2010, $1.4 million in fiscal 2009 and $10.2 million in fiscal 2008.

Shipping and Handling Fees: Revenue received from shipping and
handling fees is reflected in net sales and related shipping costs are recorded in cost of goods sold. Shipping fee revenue for fiscal 2010, 2009 and 2008 was $4.1 million, $4.3 million and $4.8 million, respectively.

Foreign Currency Translation: Foreign currency balance sheet accounts are translated into dollars at the rates of exchange in effect at fiscal year-end.
Income and expenses incurred in a foreign currency 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.

Earnings Per Share: Basic earnings per share, for each period presented, is computed by dividing net income by the weighted average number of shares of
common stock outstanding during the period. Diluted earnings per share, for each period presented, is computed reflecting the potential dilution that would occur if options or other contracts to issue common stock were exercised or converted into
common stock at the beginning of the period.

The shares outstanding used to compute diluted earnings per share for fiscal 2010, 2009 and 2008 excludes
outstanding options to purchase 3,796,137, 4,305,681 and 3,885,321 shares of common stock, respectively, with weighted average exercise prices of $30.68, $29.53 and $31.96, respectively. These options are excluded because their exercise prices are
greater than the average market price of the common shares, and their inclusion in the computation would be antidilutive.



33



---

Notes . . .





Information on earnings per share is as follows (in thousands):



|                                                                                                                                              |  |                   |        |               |   |               |  |   |       
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------ | ------------- | - | ------------- |  | - | ------
|                                                                                                                                              |  | Fiscal Year Ended
|                                                                                                                                              |  | June 27, 2010     |        | June 28, 2009 |   | June 29, 2008
|Net Income Used in Basic and Diluted Earnings Per Share                                                                                       |  | $                 | 36,615 |               | $ | 31,972        |  | $ | 22,600
|                                                                                                                                              |  |                   |        |               |   |               |  |   |       
|                                                                                                                                              |  |                   |       
|Average Shares of Common Stock Outstanding                                                                                                    |  |                   | 49,668 |               |   | 49,572        |  |   | 49,549
|Incremental Common Shares Applicable to Common Stock Options Based on the Common Stock Average Market Price During the
Period                 |  |                   | -      |               |   | -             |  |   | 1     
|Incremental Common Shares Applicable to Deferred and Restricted Common Stock Based on the Common Stock Average Market Price During the
Period |  |                   | 396    |               |   | 153           |  |   | 102   
|                                                                                                                                              |  |                   |        |               |   |               |  |   |       
|Diluted Average Common Shares Outstanding                                                                                                     |  |                   | 50,064 |               |   | 49,725        |  |   | 49,652
|                                                                                                                                              |  |                   |        |               |   |               |  |   |       

Comprehensive Income (Loss): Comprehensive Income (Loss) is a more
inclusive financial reporting method that includes disclosure of financial information that historically has not been recognized in the calculation of net income. The Company has chosen to report Comprehensive Income (Loss) and Accumulated Other
Comprehensive Income (Loss) which encompasses net income, cumulative translation adjustments, unrealized gain (loss) on derivatives and unrecognized pension and postretirement obligations in the Consolidated Statements of Shareholders
Investment. Information on Accumulated Other Comprehensive Income (Loss) is as follows (in thousands):



|                         |  |                                  |          |                                     |   |        |                                                 |  |   |                                            |   |  |   |          |  
|------------------------ |  | -------------------------------- | -------- | ----------------------------------- | - | ------ | ----------------------------------------------- |  | - | ------------------------------------------ | - |  | - | -------- | -
|                         |  | CumulativeTranslationAdjustments |          | UnrealizedGain (Loss) onDerivatives |   |        | UnrecognizedPension andPostretirementObligation |  |   | AccumulatedOtherComprehensiveIncome (Loss) |  
|Balance at July 1, 2007  |  | $                                | 11,799   |                                     | $ | (1,101 | )                                               |  | $ | (139,649                                   | ) |  | $ | (128,951 | )
|Fiscal Year Change       |  |                                  | 10,846   |                                     |   | 5,550  |                                                 |  |   | 2,321                                      |   |  |   | 18,717   |  
|                         |  |                                  |          |                                     |   |        |                                                 |  |   |                                            |   |  |   |          |  
|Balance at June 29, 2008 |  |                                  | 22,645   |                                     |   | 4,449  |                                                 |  |   | (137,328                                   | ) |  |   | (110,234 | )
|Fiscal Year Change       |  |                                  | (13,684) |                                     |   | (7,576 | )                                               |  |   | (118,779                                   | ) |  |   | (140,039 | )
|                         |  |                                  |          |                                     |   |        |                                                 |  |   |                                            |   |  |   |          |  
|Balance at June 28, 2009 |  |                                  | 8,961    |                                     |   | (3,127 | )                                               |  |   | (256,107                                   | ) |  |   | (250,273 | )
|Fiscal Year Change       |  |                                  | (4,989)  |                                     |   | 11,626 |                                                 |  |   | (75,073                                    | ) |  |   | (68,436  | )
|                         |  |                                  |          |                                     |   |        |                                                 |  |   |                                            |   |  |   |          |  
|Balance at June 27, 2010 |  | $                                | 3,972    |                                     | $ | 8,499  |                                                 |  | $ | (331,180                                   | ) |  | $ | (318,709 | )
|                         |  |                                  |          |                                     |   |        |                                                 |  |   |                                            |   |  |   |          |  

Derivative Instruments & Hedging Activity: Derivatives are recorded on the Balance Sheets as assets or liabilities,
measured at fair value. The Company enters into derivative contracts designated as cash flow hedges to manage certain currency and commodity exposures.

Changes in the fair value of cash flow hedges to manage its foreign currency exposure are recorded on the Consolidated Statements of Earnings or as a component of
Accumulated Other Comprehensive Income (Loss). The amounts included in Accumulated Other Comprehensive Income (Loss) are reclassified into income when the forecasted transactions occur. These forecasted transactions represent the exporting of
products for which Briggs & Stratton will receive foreign currency and the importing of products for which it will be required to pay in a foreign currency. Changes in the fair value of all derivatives deemed to be ineffective are recorded
as either income or expense in the accompanying Consolidated Statements of Earnings. These instruments generally do not have a maturity of more than twenty-four months.

The Company manages its exposure to fluctuation in the cost of natural gas used by its operating facilities through participation in a third party managed dollar
cost averaging program linked to NYMEX futures. As a participant in the program, the Company hedges up to 100% of its anticipated monthly natural gas usage along with a pool of other companies. The Company does not hold any actual futures contracts,
and actual delivery of natural gas is not required of the participants in the program. Cash settlements occur on a monthly basis based on the difference between the average dollar price of the underlying NYMEX futures held by the third party and the
actual price of natural gas paid by the Company in the period. The fair value of the underlying NYMEX futures is reflected as an asset or liability on the accompanying Consolidated Balance Sheets. Changes in fair value are reflected as a Component
of Accumulated Other Comprehensive Income



34



---

Notes . . .





(Loss), which are reclassified into the income statement as the monthly cash settlements occur and actual natural gas is consumed. These contracts generally do not have a maturity of more than
twenty-four months.

The Company manages its exposure to fluctuations in the cost of copper to be used in manufacturing by entering into forward
purchase contracts designated as cash flow hedges. The Company hedges up to 100% of its anticipated copper usage, and the fair value of outstanding futures contracts is reflected as an asset or liability on the accompanying Consolidated Balance
Sheets based on NYMEX prices. Changes in fair value are reflected as a component of Accumulated Other Comprehensive Income (Loss) if the forward purchase contracts are deemed to be effective. Changes in the fair value of all derivatives deemed to be
ineffective are recorded as either income or expense in the accompanying Consolidated Statements of Earnings. Unrealized gains or losses associated with the forward purchase contracts are captured in inventory costs and are realized in the income
statement when sales of inventory are made. These contracts generally do not have a maturity of more than twenty-four months.

The Company has
considered the counterparty credit risk related to all its foreign currency and commodity derivative contracts and does not deem any counterparty credit risk material at this time.

As of June 27, 2010, the Company had the following outstanding derivative contracts (in thousands):



|                  |  |      |  |          |  |         |  |        |  | 
|----------------- |  | ---- |  | -------- |  | ------- |  | ------ |  | 
|Contract          |  |      |  | Quantity |  |        
|Foreign Currency: |  |      |  |          |  |         |  |        |  | 
|Australian Dollar |  | Sell |  |          |  | 15,136  |  | AUD    |  | 
|Canadian Dollar   |  | Sell |  |          |  | 12,100  |  | CAD    |  | 
|Euro              |  | Sell |  |          |  | 91,609  |  | EUR    |  | 
|Japanese Yen      |  | Buy  |  |          |  | 650,000 |  | JPY    |  | 
|Commodity:        |  |      |  |          |  |         |  |        |  | 
|Copper            |  | Buy  |  |          |  | 350     |  | Pounds |  | 
|Natural Gas       |  | Buy  |  |          |  | 16,547  |  | Therms |  | 

As of June 27, 2010 and for the year ended June 27, 2010, the Companys derivative contracts had the following
impact on the Consolidated Balance Sheet and the Consolidated Statement of Earnings (in thousands):



|                           |  |                             |  |                       |        |                        |                             |            |   |      
|-------------------------- |  | --------------------------- |  | --------------------- | ------ | ---------------------- | --------------------------- | ---------- | - | -----
|                           |  | Asset Derivatives           |  | Liability Derivatives
|                           |  | Balance Sheet Location      |  | Fair Value            |        | Balance Sheet Location |                             | Fair Value
|Foreign currency contracts |  | Other Current Assets        |  | $                     | 16,440 |                        | Accrued Liabilities         |            | $ | 296  
|Commodity contracts        |  | Other Current Assets        |  |                       | 34     |                        | Accrued Liabilities         |            |   | 1,377
|Foreign currency contracts |  | Other Long-Term Assets, Net |  |                       | 1,478  |                        | Other Long-Term Liabilities |            |   | -    
|Commodity contracts        |  | Other Long-Term Assets, Net |  |                       | -      |                        | Other Long-Term Liabilities |            |   | 728  
|                           |  |                             |  |                       |        |                        |                             |            |   |      
|                           |  |                             |  | $                     | 17,952 |                        |                             |            | $ | 2,401
|                           |  |                             |  |                       |        |                        |                             |            |   |      

|                           |  |                                                                                        |        |   |                                                                                                          |                    |                                                                                                     |   |       |   |  | 
|-------------------------- |  | -------------------------------------------------------------------------------------- | ------ | - | -------------------------------------------------------------------------------------------------------- | ------------------ | --------------------------------------------------------------------------------------------------- | - | ----- | - |  | 
|                           |  | Amount ofGain
(Loss)Recognized inOtherComprehensiveLoss
onDerivative(EffectivePortion) |        |   | Location of
Gain (Loss)Reclassifiedfrom AccumulatedOtherComprehensiveLoss into Income(Effective Portion) |                    | Amount ofGain
(Loss)ReclassifiedfromAccumulatedOtherComprehensive
Loss intoIncome(EffectivePortion) |   |       |  
|Foreign currency contracts |  | $                                                                                      | (7     | ) |                                                                                                          | Net Sales          |                                                                                                     | $ | (750  | ) |  | 
|Foreign currency contracts |  |                                                                                        | 9,771  |   |                                                                                                          | Cost of Goods Sold |                                                                                                     |   | 187   |   |  | 
|Commodity contracts        |  |                                                                                        | (1,265 | ) |                                                                                                          | Cost of Goods Sold |                                                                                                     |   | 2,978 |   |  | 
|                           |  |                                                                                        |        |   |                                                                                                          |                    |                                                                                                     |   |       |   |  | 
|                           |  | $                                                                                      | 8,499  |   |                                                                                                          |                    |                                                                                                     | $ | 2,415 |   |  | 
|                           |  |                                                                                        |        |   |                                                                                                          |                    |                                                                                                     |   |       |   |  | 

Of the $8.5 million gain detailed above that is currently recognized in Other Comprehensive Loss, the Company expects to
reclassify approximately $8.0 million into earnings within the next twelve months. Any ineffectiveness incurred upon inception of the Companys derivative contracts is negligible.

New Accounting Pronouncements:

In February 2010, the
Financial Accounting Standards Board (FASB) issued an update that removes the requirement for a SEC filer to disclose a date through which subsequent events have been evaluated. This



35



---

Notes . . .





change removes potential conflicts with SEC requirements. The adoption did not have an impact on the Companys consolidated financial statements.

In August 2009, the FASB issued a clarification on fair value measurements. This clarification provides that in circumstances in which a quoted price in an active
market for the identical liability is not available, a reporting entity is required to measure fair value using one or more of the techniques provided for in this update. This clarification was effective in the first reporting period following
issuance, and did not have an impact on the Companys financial statements.

In June 2009, the FASB issued new guidance for the hierarchy of
accounting standards, which establishes the Accounting Standards Codification TM (Codification) as the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Under the Codification, all of its content
will carry the same level of authority. This statement was effective for the Company beginning with the first quarter of fiscal 2010. The adoption of this statement did not have an impact on the Companys financial position or results of
operations.

In June 2009, the FASB issued new guidance that changes the approach to determining the primary beneficiary of a variable interest entity
(VIE) and requires companies to more frequently assess whether they must consolidate VIEs. This new standard is effective for fiscal years beginning after November 15, 2009. The adoption of this statement is not expected to have a material
impact on the Companys financial position or results of operations.

In April 2009, the FASB issued an update that requires disclosure about the
fair value of financial instruments whenever summarized financial information for interim periods is issued, and requires disclosure of the fair value of all financial instruments (where practicable) in the body or accompanying notes of interim and
annual financial statements. This update was effective for the Companys first quarter of fiscal 2010, with no material impact on the financial statements.

In December 2008, the FASB issued additional guidance on an employers disclosures regarding plan assets of a defined benefit pension or other postretirement
plan. The objectives of the disclosures required under this guidance are to provide users of financial statements with an understanding of how investment allocation decisions are made; the major categories of plan assets; the inputs and valuation
techniques used to measure the fair value of plan assets; the effect of fair value measurements using significant unobservable inputs on changes in plan assets for the period; and significant concentrations of risk within plan assets. These
disclosures around plan assets are required for fiscal years ending after December 15, 2009. The adoption of this statement did not have a material impact on the Companys financial position or results of operations.

Reclassification: Certain amounts in prior year financial statements have been reclassified to conform to current year presentation.

(3) Acquisitions:

On June 30, 2008 the Company,
through its wholly owned subsidiary Briggs & Stratton Australia, Pty. Limited, acquired Victa Lawncare Pty. Limited (Victa) of Sydney, Australia from GUD Holdings Limited for total consideration of $24.8 million in net cash. Victa is a
leading designer, manufacturer and marketer of a broad range of outdoor power equipment used in consumer lawn and garden applications in Australia and New Zealand. Victas products are sold at large retail stores and independent dealers. The
Company financed the transaction from cash on hand and its existing credit facilities. Victa is included in the Power Products segment.

The acquisition
has been accounted for using the purchase method of accounting. The purchase price was allocated to identifiable assets acquired and liabilities assumed based upon their estimated fair values, with the excess purchase price recorded as goodwill,
none of which is tax deductible. This goodwill is recorded



36



---

Notes . . .





within the Engines segment. The following table summarizes the estimated fair value of the assets acquired and liabilities assumed at the date of acquisition (in thousands):



|                            |  |   |       
|--------------------------- |  | - | ------
|Assets Acquired:            |  |   |       
|Current Assets              |  | $ | 14,057
|Property, Plant & Equipment |  |   | 5,357 
|Goodwill                    |  |   | 8,063 
|Other Intangible Assets     |  |   | 4,068 
|                            |  |   |       
|Total Assets Acquired       |  |   | 31,545
|Liabilities Assumed:        |  |   |       
|Current Liabilities         |  |   | 6,788 
|                            |  |   |       
|Total Liabilities Assumed   |  |   | 6,788 
|                            |  |   |       
|Net Assets Acquired         |  | $ | 24,757
|                            |  |   |       

(4) Fair Value Measurements:

FASB Accounting Standards Codification (ASC) Topic 820, Fair Value Measurements, defines a framework for measuring fair value and expands the
related disclosures. To increase consistency and comparability in fair value measurements and related disclosures, ASC Topic 820 established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into
three broad levels:

Level 1: Quoted prices for identical instruments in active markets.

Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and
model-driven valuations whose inputs are observable or whose significant value drivers are observable.

Level 3: Significant inputs to the valuation
model are unobservable.

The following table presents information about the Companys financial assets and liabilities measured at fair value on a
recurring basis as of June 27, 2010 (in thousands):



|             |  |                 |  |                              |  |                 |  |               
|------------ |  | --------------- |  | ---------------------------- |  | --------------- |  | --------------
|             |  |                 |  | Fair Value Measurement Using
|             |  | June 27, 2010   |  | Level 1                      |  | Level 2         |  | Level 3       
|Assets:      |  |                 |  |                              |  |                 |  |               
|Derivatives  |  | $        17,952 |  | $        17,918              |  | $            34 |  | $            -
|Liabilities: |  |                 |  |                              |  |                 |  |               
|Derivatives  |  | 2,401           |  | 296                          |  | 2,105           |  | -             

The Company has currently chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with
accounting principles generally accepted in the United States.

(5) Goodwill and Other Intangible Assets:

Goodwill reflects the cost of acquisitions in excess of the fair values assigned to identifiable net assets acquired. Goodwill is assigned to reporting units based
upon the expected benefit of the synergies of the acquisition. The reporting units are Engine, Home Power Products and Yard Power Products and have goodwill at June 27, 2010 of $136.9 million, $83.3 million and $32.8 million, respectively.



37



---

Notes . . .





The changes in the carrying amount of goodwill for the fiscal years ended June 27, 2010 and June 28, 2009 are as follows (in thousands):



|                            |  |      |         |   |      |   |         |  
|--------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                            |  | 2010 |         |   | 2009 |  
|Beginning Goodwill Balance  |  | $    | 253,854 |   |      | $ | 248,328 |  
|Victa Acquisition           |  |      | -       |   |      |   | 8,063   |  
|Tax Benefit on Amortization |  |      | (1,779  | ) |      |   | (1,779  | )
|Reclassification            |  |      | 263     |   |      |   | -       |  
|Effect of Translation       |  |      | 637     |   |      |   | (758    | )
|                            |  |      |         |   |      |   |         |  
|Ending Goodwill Balance     |  | $    | 252,975 |   |      | $ | 253,854 |  
|                            |  |      |         |   |      |   |         |  

The Companys other intangible assets for the years ended June 27, 2010 and June 28, 2009 are as follows (in
thousands):



|                                    |  |                     |         |                         |   |          |  |                     |        |                         |   |         |  |   |         |  |   |       
|----------------------------------- |  | ------------------- | ------- | ----------------------- | - | -------- |  | ------------------- | ------ | ----------------------- | - | ------- |  | - | ------- |  | - | ------
|                                    |  | 2010                |         | 2009                   
|                                    |  | GrossCarryingAmount |         | AccumulatedAmortization |   | Net      |  | GrossCarryingAmount |        | AccumulatedAmortization |   | Net    
|Amortized Intangible Assets:        |  |                     |         |                         |   |          |  |                     |        |                         |   |         |  |   |         |  |   |       
|Patents                             |  | $                   | 13,601  |                         | $ | (7,049)  |  | $                   | 6,552  |                         | $ | 13,601  |  | $ | (5,843) |  | $ | 7,758 
|Customer Relationships              |  |                     | 17,910  |                         |   | (4,298)  |  |                     | 13,612 |                         |   | 17,910  |  |   | (3,582) |  |   | 14,328
|Miscellaneous                       |  |                     | 279     |                         |   | (279)    |  |                     | -      |                         |   | 279     |  |   | (279)   |  |   | -     
|Effect of Translation               |  |                     | 22      |                         |   | -        |  |                     | 22     |                         |   | -       |  |   | -       |  |   | -     
|                                    |  |                     |         |                         |   |          |  |                     |        |                         |   |         |  |   |         |  |   |       
|Total Amortized Intangible Assets   |  |                     | 31,812  |                         |   | (11,626) |  |                     | 20,186 |                         |   | 31,790  |  |   | (9,704) |  |   | 22,086
|Unamortized Intangible Assets:      |  |                     |         |                         |   |          |  |                     |        |                         |   |         |  |   |         |  |   |       
|Trademarks/Brand Names              |  |                     | 69,841  |                         |   | -        |  |                     | 69,841 |                         |   | 70,104  |  |   | -       |  |   | 70,104
|                                    |  |                     |         |                         |   |          |  |                     |        |                         |   |         |  |   |         |  |   |       
|Total Unamortized Intangible Assets |  |                     | 69,841  |                         |   | -        |  |                     | 69,841 |                         |   | 70,104  |  |   | -       |  |   | 70,104
|                                    |  |                     |         |                         |   |          |  |                     |        |                         |   |         |  |   |         |  |   |       
|Effect of Translation               |  |                     | 318     |                         |   | -        |  |                     | 318    |                         |   | -       |  |   | -       |  |   | -     
|                                    |  |                     |         |                         |   |          |  |                     |        |                         |   |         |  |   |         |  |   |       
|Total Intangible Assets             |  | $                   | 101,971 |                         | $ | (11,626) |  | $                   | 90,345 |                         | $ | 101,894 |  | $ | (9,704) |  | $ | 92,190
|                                    |  |                     |         |                         |   |          |  |                     |        |                         |   |         |  |   |         |  |   |       

Amortization expense of other intangible assets amounted to approximately $1.9
million in each of 2010, 2009, and 2008.

The estimated amortization expense of other intangible assets for the next five years is (in thousands):



|     |  |   |      
|---- |  | - | -----
|2011 |  | $ | 1,911
|2012 |  |   | 1,911
|2013 |  |   | 1,911
|2014 |  |   | 1,911
|2015 |  |   | 1,860
|     |  |   |      
|     |  | $ | 9,504
|     |  |   |      

(6) Income Taxes:

The provision (credit) for income taxes consists of the following (in thousands):



|         |  |      |        |      |   |        |      |  |   |        |  
|-------- |  | ---- | ------ | ---- | - | ------ | ---- |  | - | ------ | -
|         |  | 2010 |        | 2009 |   |        | 2008 | 
|Current  |  |      |        |      |   |        |      |  |   |        |  
|Federal  |  | $    | 4,740  |      | $ | (1,152 | )    |  | $ | (5,800 | )
|State    |  |      | 305    |      |   | (336   | )    |  |   | 3      |  
|Foreign  |  |      | 3,658  |      |   | 2,557  |      |  |   | 2,300  |  
|         |  |      |        |      |   |        |      |  |   |        |  
|         |  |      | 8,703  |      |   | 1,069  |      |  |   | (3,497 | )
|Deferred |  |      | 3,755  |      |   | 7,368  |      |  |   | 10,506 |  
|         |  |      |        |      |   |        |      |  |   |        |  
|         |  | $    | 12,458 |      | $ | 8,437  |      |  | $ | 7,009  |  
|         |  |      |        |      |   |        |      |  |   |        |  



38



---

Notes . . .





A reconciliation of the U.S. statutory tax rates to the effective tax rates on income follows:



|                                                                        |  |         |  |      |         |   |      |   |         |  
|----------------------------------------------------------------------- |  | ------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                        |  | 2010    |  | 2009 |         |   | 2008 |  
|U.S. Statutory Rate                                                     |  | 35.0%   |  |      | 35.0%   |   |      |   | 35.0%   |  
|State Taxes, Net of Federal Tax Benefit                                 |  | 0.9%    |  |      | 0.8%    |   |      |   | 2.4%    |  
|Foreign Taxes                                                           |  | 1.9%    |  |      | (4.3%)  |   |      |   | 3.4%    |  
|Benefit on Dividends Received                                           |  | (1.6%)  |  |      | (1.5%)  |   |      |   | (22.3%) |  
|Changes to Unrecognized Tax Benefits                                    |  | (10.9%) |  |      | (7.5%)  |   |      |   | -       |  
|Other                                                                   |  | 0.1%    |  |      | (1.6%)  |   |      |   | 5.2%    |  
|                                                                        |  |         |  |      |         |   |      |   |         |  
|Effective Tax Rate                                                      |  | 25.4%   |  |      | 20.9%   |   |      |   | 23.7%   |  
|                                                                        |  |         |  |      |         |   |      |   |         |  
|The components of deferred income taxes were as follows (in
thousands): |  |         |  |      |         |   |      |   |         |  
|Current Asset (Liability):                                              |  |         |  | 2010 |         |   | 2009 |  
|Difference Between Book and Tax Related to:                             |  |         |  |      |         |   |      |   |         |  
|Inventory                                                               |  |         |  | $    | 13,626  |   |      | $ | 16,624  |  
|Payroll Related Accruals                                                |  |         |  |      | 4,725   |   |      |   | 7,768   |  
|Warranty Reserves                                                       |  |         |  |      | 11,464  |   |      |   | 11,839  |  
|Workers Compensation Accruals                                           |  |         |  |      | 2,035   |   |      |   | 2,482   |  
|Other Accrued Liabilities                                               |  |         |  |      | 17,655  |   |      |   | 17,469  |  
|Pension Cost                                                            |  |         |  |      | 1,032   |   |      |   | 1,031   |  
|Miscellaneous                                                           |  |         |  |      | (9,399  | ) |      |   | (5,555  | )
|                                                                        |  |         |  |      |         |   |      |   |         |  
|Deferred Income Tax Asset                                               |  |         |  | $    | 41,138  |   |      | $ | 51,658  |  
|                                                                        |  |         |  |      |         |   |      |   |         |  
|                                                                        |  |         | 
|Long-Term Asset (Liability):                                            |  |         |  | 2010 |         |   | 2009 |  
|Difference Between Book and Tax Related to:                             |  |         |  |      |         |   |      |   |         |  
|Pension Cost                                                            |  |         |  | $    | 95,375  |   |      | $ | 43,185  |  
|Accumulated Depreciation                                                |  |         |  |      | (45,075 | ) |      |   | (49,218 | )
|Intangibles                                                             |  |         |  |      | (75,090 | ) |      |   | (71,686 | )
|Accrued Employee Benefits                                               |  |         |  |      | 33,676  |   |      |   | 28,472  |  
|Postretirement Health Care Obligation                                   |  |         |  |      | 52,711  |   |      |   | 59,404  |  
|Warranty Reserves                                                       |  |         |  |      | 4,823   |   |      |   | 4,530   |  
|Valuation Allowance                                                     |  |         |  |      | (9,131  | ) |      |   | (6,712  | )
|Net Operating Loss Carryforwards                                        |  |         |  |      | 10,475  |   |      |   | 7,073   |  
|Miscellaneous                                                           |  |         |  |      | 4,728   |   |      |   | 8,117   |  
|                                                                        |  |         |  |      |         |   |      |   |         |  
|Deferred Income Tax Asset                                               |  |         |  | $    | 72,492  |   |      | $ | 23,165  |  
|                                                                        |  |         |  |      |         |   |      |   |         |  

The deferred tax assets that were generated as a result of foreign income tax loss carryforwards and tax incentives in the amount of
$6.9 million are potentially not useable by certain foreign subsidiaries. If not utilized against taxable income, $6.7 million will expire from 2011 through 2021. The remaining $0.2 million has no expiration date. In addition, a deferred tax asset
of $3.6 million was generated as a result of state income tax loss and state incentive tax credit carryforwards. If not utilized against future taxable income, this amount will expire at various times between 2011 through 2028. Realization of the
deferred tax assets are contingent upon generating sufficient taxable income prior to expiration of these carryforwards. Management believes that realization of certain foreign deferred tax assets is unlikely, therefore valuation allowances were
established in the amount of $6.9 million. In addition, state tax credits in the amount of $2.2 million are potentially not useable against future state income taxes.

The Company has not recorded deferred income taxes applicable to undistributed earnings of foreign subsidiaries because the Company intends to reinvest such
earnings indefinitely outside of the U.S. The undistributed earnings amounted to approximately $36.6 million at June 27, 2010. If the Company were to distribute these earnings, foreign tax credits may become available under current law to
reduce the resulting U.S. income tax. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable.



39



---

Notes . . .





The change to the total unrecognized tax benefits of the Company during the fiscal year ended June 27, 2010 is reconciled as follows:

Uncertain Tax Positions (in thousands):



|                                                         |  |   |        |  
|-------------------------------------------------------- |  | - | ------ | -
|Beginning Balance at June 28, 2009                       |  | $ | 16,133 |  
|Changes based on tax positions related to prior year     |  |   | (1,503 | )
|Lapse of statute of limitations                          |  |   | (4,505 | )
|Additions based on tax positions related to current year |  |   | 1,529  |  
|Settlements with taxing authorities                      |  |   | (576   | )
|Impact of changes in interest accruals                   |  |   | (277   | )
|                                                         |  |   |        |  
|Balance at June 27, 2010                                 |  | $ | 10,801 |  
|                                                         |  |   |        |  

As of June 27, 2010, the Company had $19.1 million of gross unrecognized tax benefits. Of this amount, $11.1 million represents
the portion that, if recognized, would impact the effective tax rate. As of June 27, 2010, the Company had $5.9 million accrued for the payment of interest and penalties.

The Company files income tax returns in the U.S. and various state and foreign jurisdictions and is regularly audited by federal, state and foreign tax
authorities. In the U.S., the Company is no longer subject to U.S. federal income tax examinations before 2006. The Company is currently under audit by various state and foreign jurisdictions. With respect to the Companys major foreign
jurisdictions, it is no longer subject to tax examinations before 1999.



40



---

Notes . . .





(7) Segment and Geographic Information and Significant Customers:

The Company has concluded that it operates two reportable business segments that are managed separately based on fundamental differences in their operations.
Summarized segment data is as follows (in thousands):



|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|---------------------------------------------------------------------------------------------------------- |  | - | --------- | - |  | - | --------- | - |  | - | --------- | -
|                                                                                                           |  |   | 2010      |   |  |   | 2009      |   |  |   | 2008      |  
|NET SALES:                                                                                                 |  |   |           |   |  |   |           |   |  |   |           |  
|Engines                                                                                                    |  | $ | 1,406,740 |   |  | $ | 1,414,113 |   |  | $ | 1,459,882 |  
|Power Products                                                                                             |  |   | 814,289   |   |  |   | 892,887   |   |  |   | 870,403   |  
|Eliminations                                                                                               |  |   | (193,157  | ) |  |   | (214,811  | ) |  |   | (178,892  | )
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|                                                                                                           |  | $ | 2,027,872 |   |  | $ | 2,092,189 |   |  | $ | 2,151,393 |  
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|                                                                                                           |  |   |          
|GROSS PROFIT ON SALES:                                                                                     |  |   |           |   |  |   |           |   |  |   |           |  
|Engines                                                                                                    |  | $ | 308,543   |   |  | $ | 266,289   |   |  | $ | 270,961   |  
|Power Products                                                                                             |  |   | 79,524    |   |  |   | 67,479    |   |  |   | 39,376    |  
|Eliminations                                                                                               |  |   | (8,132    | ) |  |   | (89       | ) |  |   | (3,021    | )
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|                                                                                                           |  | $ | 379,935   |   |  | $ | 333,679   |   |  | $ | 307,316   |  
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|                                                                                                           |  |   |          
|INCOME (LOSS) FROM OPERATIONS:                                                                             |  |   |           |   |  |   |           |   |  |   |           |  
|Engines                                                                                                    |  | $ | 83,147    |   |  | $ | 83,411    |   |  | $ | 69,455    |  
|Power Products                                                                                             |  |   | (5,928    | ) |  |   | (14,981   | ) |  |   | (40,094   | )
|Eliminations                                                                                               |  |   | (8,132    | ) |  |   | (89       | ) |  |   | (3,021    | )
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|                                                                                                           |  | $ | 69,087    |   |  | $ | 68,341    |   |  | $ | 26,340    |  
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|                                                                                                           |  |   |          
|ASSETS:                                                                                                    |  |   |           |   |  |   |           |   |  |   |           |  
|Engines                                                                                                    |  | $ | 1,161,775 |   |  | $ | 1,099,653 |   |  | $ | 1,302,986 |  
|Power Products                                                                                             |  |   | 678,594   |   |  |   | 700,651   |   |  |   | 1,150,040 |  
|Eliminations                                                                                               |  |   | (150,312  | ) |  |   | (181,281  | ) |  |   | (619,732  | )
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|                                                                                                           |  | $ | 1,690,057 |   |  | $ | 1,619,023 |   |  | $ | 1,833,294 |  
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|                                                                                                           |  |   |          
|CAPITAL EXPENDITURES:                                                                                      |  |   |           |   |  |   |           |   |  |   |           |  
|Engines                                                                                                    |  | $ | 32,635    |   |  | $ | 32,032    |   |  | $ | 36,998    |  
|Power Products                                                                                             |  |   | 11,808    |   |  |   | 10,995    |   |  |   | 28,515    |  
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|                                                                                                           |  | $ | 44,443    |   |  | $ | 43,027    |   |  | $ | 65,513    |  
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|                                                                                                           |  |   |          
|DEPRECIATION & AMORTIZATION:                                                                               |  |   |           |   |  |   |           |   |  |   |           |  
|Engines                                                                                                    |  | $ | 47,760    |   |  | $ | 49,045    |   |  | $ | 48,922    |  
|Power Products                                                                                             |  |   | 18,472    |   |  |   | 18,758    |   |  |   | 19,964    |  
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|                                                                                                           |  | $ | 66,232    |   |  | $ | 67,803    |   |  | $ | 68,886    |  
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|                                                                                                          
|Information regarding the Companys geographic sales based on product shipment destination (in
thousands): | 
|                                                                                                           |  |   |          
|                                                                                                           |  |   | 2010      |   |  |   | 2009      |   |  |   | 2008      |  
|United States                                                                                              |  | $ | 1,525,045 |   |  | $ | 1,589,223 |   |  | $ | 1,584,635 |  
|All Other Countries                                                                                        |  |   | 502,827   |   |  |   | 502,966   |   |  |   | 566,758   |  
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|Total                                                                                                      |  | $ | 2,027,872 |   |  | $ | 2,092,189 |   |  | $ | 2,151,393 |  
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|                                                                                                          
|Information regarding the Companys long-lived assets based on geographic location (in thousands):         | 
|                                                                                                           |  |   |          
|                                                                                                           |  |   | 2010      |   |  |   | 2009      |   |  |   | 2008      |  
|United States                                                                                              |  | $ | 737,016   |   |  | $ | 708,413   |   |  | $ | 817,558   |  
|All Other Countries                                                                                        |  |   | 47,399    |   |  |   | 50,090    |   |  |   | 37,199    |  
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  
|Total                                                                                                      |  | $ | 784,415   |   |  | $ | 758,503   |   |  | $ | 854,757   |  
|                                                                                                           |  |   |           |   |  |   |           |   |  |   |           |  



41



---

Notes . . .





Sales to the following customers in the Companys Engines segment amount to greater than or equal to 10% of consolidated net sales, respectively:



|          |  |      |           |  |    |   |      |   |           |  |    |      |  |   |           |  |    |  
|--------- |  | ---- | --------- |  | -- | - | ---- | - | --------- |  | -- | ---- |  | - | --------- |  | -- | -
|          |  | 2010 |           |  |    |   | 2009 |   |           |  |    | 2008 |  |   |          
|Customer: |  |      | Net Sales |  | %  |   |      |   | Net Sales |  | %  |      |  |   | Net Sales |  | %  |  
|HOP       |  | $    | 296,066   |  | 15 | % |      | $ | 316,021   |  | 15 | %    |  | $ | 336,271   |  | 16 | %
|MTD       |  |      | 295,148   |  | 14 | % |      |   | 203,254   |  | 10 | %    |  |   | 183,554   |  | 9  | %
|          |  |      |           |  |    |   |      |   |           |  |    |      |  |   |           |  |    |  
|          |  | $    | 591,214   |  | 29 | % |      | $ | 519,275   |  | 25 | %    |  | $ | 519,825   |  | 25 | %
|          |  |      |           |  |    |   |      |   |           |  |    |      |  |   |           |  |    |  

(8) Leases:

The Company leases
certain facilities, vehicles, and equipment under both capital and operating leases. Assets held under capital leases are included in Plant and Equipment and are charged to depreciation and interest over the life of the lease. Related liabilities
are included in Other Accrued Liabilities and Other Long-Term Liabilities. Operating leases are not capitalized and lease payments are expensed over the life of the lease. Terms of the leases, including purchase options, renewals, and maintenance
costs, vary by lease. Rental expense for fiscal 2010, 2009 and 2008 was $25.2 million, $24.7 million and $25.0 million, respectively.

Future minimum
lease commitments for all non-cancelable leases as of June 27, 2010 are as follows (in thousands):



|                                                |  |   |           |  |   |        
|----------------------------------------------- |  | - | --------- |  | - | -------
|Fiscal Year                                     |  |   | Operating |  |   | Capital
|2011                                            |  | $ | 15,132    |  | $ | 549    
|2012                                            |  |   | 10,465    |  |   | 474    
|2013                                            |  |   | 7,777     |  |   | 133    
|2014                                            |  |   | 6,042     |  |   | -      
|2015                                            |  |   | 4,083     |  |   | -      
|Thereafter                                      |  |   | 3,976     |  |   | -      
|                                                |  |   |           |  |   |        
|Total future minimum lease commitments          |  | $ | 47,475    |  |   | 1,156  
|                                                |  |   |           |  |   |        
|Less: Interest                                  |  |   |           |  |   | 115    
|                                                |  |   |           |  |   |        
|Present value of minimum capital lease payments |  |   |           |  | $ | 1,041  
|                                                |  |   |           |  |   |        

(9) Indebtedness:

On July 12, 2007, the Company entered into a $500 million amended and restated multicurrency credit agreement (Credit Agreement). See further discussion in
Note 18 of the Notes to the Consolidated Financial Statements. There were no borrowings under the Credit Agreement as of June 27, 2010. As of June 28, 2009, borrowings under the Credit Agreement totaled $34.0 million.

Borrowings under the Credit Agreement by the Company bear interest at a rate per annum equal to, at its option, either:

(1) a 1, 2, 3 or 6 month LIBOR rate plus a margin varying from 0.50% to 1.00%, depending upon the rating of the Companys long-term debt by
Standard & Poors Rating group, a division of McGraw-Hill Companies (S&P) and Moodys Investors Service, Inc. (Moodys) or the Companys average leverage ratio; or

(2) the higher of (a) the federal funds rate plus 0.50% or (b) the banks prime rate.

In addition, the Company is subject to a 0.10% to 0.20% commitment fee and a 0.50% to 1.00% letter of credit fee, depending on the Companys long-term credit
ratings or the Companys average leverage ratio.

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 $4.6 million, expire at various times throughout fiscal 2011 and are renewable. None of these arrangements had material



42



---

Notes . . .





commitment fees or compensating balance requirements. Borrowings using these lines of credit are included in short-term debt. Outstanding balances are as follows (in thousands):



|                                                                                                                |  |      |         |   |      |   |         |  
|--------------------------------------------------------------------------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                                                                                                |  | 2010 |         |   | 2009 |  
|Balance at Fiscal Year-End                                                                                      |  | $    | 3,000   |   |      | $ | 3,000   |  
|Weighted Average Interest Rate at Fiscal Year-End                                                               |  |      | 3.77    | % |      |   | 4.26    | %
|                                                                                                               
|The Current Maturity on Long-Term Debt and the Long-Term Debt captions consist of the following (in thousands): | 
|                                                                                                                |  | 2010 |         |   | 2009 |  
|8.875% Senior Notes Due March 2011, Net of Unamortized Discount of $304 in 2010 and $896 in 2009                |  | $    | 203,460 |   |      | $ | 247,104 |  
|Borrowings on Revolving Credit Agreement Due July 2012                                                          |  |      | -       |   |      |   | 34,000  |  
|                                                                                                                |  |      |         |   |      |   |         |  
|Total Long-Term Debt                                                                                            |  | $    | 203,460 |   |      | $ | 281,104 |  
|                                                                                                                |  |      |         |   |      |   |         |  

In May 2001, the Company issued $275 million of 8.875% Senior Notes due March 15, 2011. No principal payments are due before the
maturity date; however, the Company repurchased $5.0 million of the bonds in fiscal 2006, $2.0 million in fiscal 2008, $20.0 million in fiscal 2009, and $44.4 million in fiscal 2010 after receiving unsolicited offers from bondholders.

The indenture for the 8.875% Senior Notes and the Credit Agreement for the credit facility (collectively, the Domestic Indebtedness) each include a
number of financial and operating restrictions. These covenants include restrictions on the Companys ability to: pay dividends; repurchase shares; incur indebtedness; create liens; enter into sale and leaseback transactions; consolidate or
merge with other entities, sell or lease all or substantially all of its assets; and dispose of assets or the proceeds of sales of its assets. The credit facility contains financial covenants that require the Company to maintain a minimum interest
coverage ratio and impose a maximum leverage ratio. As of June 27, 2010, the Company was in compliance with these covenants.

Additionally, under
the terms of the indentures and Credit Agreements governing the Domestic Indebtedness, Briggs & Stratton Power Products Group, LLC became a joint and several guarantor of amounts outstanding under the Domestic Indebtedness. Refer to Note 18
of the Notes to Consolidated Financial Statements for subsidiary guarantor financial information.

The 8.875% Senior Notes that are due in March 2011
have been classified as Current Maturity on Long-Term Debt in the Consolidated Balance Sheet as of the end of fiscal 2010. The Company believes it will be able to replace these borrowings with new financing at or prior to the maturity date of the
Senior Notes.

(10) Other Income:

The components
of other income (expense) are as follows (in thousands):



|                                                  |  |      |       |      |   |       |  |            |  
|------------------------------------------------- |  | ---- | ----- | ---- | - | ----- |  | ---------- | -
|                                                  |  | 2010 |       | 2009 |   | 2008  | 
|Interest Income                                   |  | $    | 1,172 |      | $ | 1,081 |  | $    1,506 |  
|Income on Preferred Stock                         |  |      | -     |      |   | -     |  | 28,346     |  
|Equity in Earnings from Unconsolidated Affiliates |  |      | 4,071 |      |   | 1,526 |  | 3,587      |  
|Gain on Share Redemption                          |  |      | -     |      |   | -     |  | 8,622      |  
|Other Items                                       |  |      | 1,212 |      |   | 608   |  | (669       | )
|                                                  |  |      |       |      |   |       |  |            |  
|Total                                             |  | $    | 6,455 |      | $ | 3,215 |  | $  41,392  |  
|                                                  |  |      |       |      |   |       |  |            |  

(11) Commitments and Contingencies:

Product and general liability claims arise against the Company from time to time in the ordinary course of business. The Company is generally self-insured for
claims up to $2.0 million per claim. Accordingly, a reserve is maintained for the estimated costs of such claims. On June 27, 2010 and June 28, 2009, the



43



---

Notes . . .





reserve for product and general liability claims (which includes asbestos-related liabilities) was $9.3 million and $7.1 million, respectively. Management does not anticipate that these claims,
excluding the impact of insurance proceeds and reserves, will have a material adverse effect on the financial condition or results of operations of the Company.

In October 1998, the Company joined seventeen other companies in guaranteeing a $17.9 million letter of credit issued as a guarantee of certain City of Milwaukee
Revenue Bonds used to develop a residential rental property. The Revenue Bonds were issued on behalf of a not-for-profit organization established to manage the project and rental property post construction. The revenues from the rental property are
used to fund operating expenses and all debt service requirements. The Companys share of the guarantee and the maximum exposure to the Company under the agreement was $1.8 million. In January 2009, a substitute letter of credit was issued that
did not require a guarantee, however, it did require that the back-up reserve remains in place. The Companys share of the back-up reserve is $50,000. The letter of credit will expire in January 2014.

Certain independent dealers and distributors finance inventory purchases through a third party financing company. Briggs & Stratton has indemnified the
third party finance company against credit default. The Companys maximum exposure under this agreement due to customer credit default in a fiscal year is $1.7 million. In fiscal 2010 and fiscal 2009, the third party financing company provided
financing for $184.6 million and $194.2 million of Briggs & Stratton product, respectively. As of June 27, 2010 and June 28, 2009, there were $153.4 million and $166.4 million, respectively, in receivables outstanding under this
arrangement. Briggs & Stratton made no payments for customer credit defaults under this indemnity agreement since its inception.

Certain of
the Companys vendors in Asia require their customers to obtain letters of credit, payable upon shipment of the product. At the end of fiscal 2010, the Company had two letters of credit issued by Comerica Bank, totaling $3.8 million. At the end
of fiscal 2009, the Company had two letters of credit issued by Comerica Bank, totaling $7.3 million. The products ordered typically arrive in partial shipments spanning several months, with payment initiated at the time the vendor provides
documentation to the bank of the quantity and occurrence of shipment.

Briggs & Stratton is subject to various unresolved legal actions that
arise in the normal course of its business. These actions typically relate to product liability (including asbestos-related liability), patent and trademark matters, and disputes with customers, suppliers, distributors and dealers, competitors and
employees.

Starting with the first complaint in June 2004, various plaintiff groups filed complaints in state and federal courts across the country
against the Company and other engine and lawnmower manufacturers alleging that the horsepower labels on the products they purchased were inaccurate and that the Company conspired with other engine and lawnmower manufacturers to conceal the true
horsepower of these engines. In May 2008, a putative nationwide class of plaintiffs pursuing these claims was dismissed without prejudice by Judge Murphy of the United States District Court for the Southern District of Illinois. Since that time
plaintiffs filed 66 separate class actions in 49 states across the country seeking to certify 52 separate classes of all persons in each of the 50 states, Puerto Rico and the District of Columbia who purchased a lawnmower containing a gasoline
combustion engine up to 30 horsepower from 1994 to the present (Horsepower Class Actions). In these Horsepower Class Actions, plaintiffs seek injunctive relief, compensatory and punitive damages, and attorneys fees. Plaintiffs also
filed state and federal antitrust and RICO claims and seek a nationwide class based on these claims.

On September 25, 2008, the Company, along
with all other defendants, filed a motion with the Judicial Panel on Multidistrict Litigation seeking to transfer all pending actions to a single federal court for coordinated pretrial proceedings. On December 5, 2008, the Multidistrict
Litigation Panel granted the motion and transferred the cases to Judge Adelman of the United States District Court for the Eastern District of Wisconsin (In Re: Lawnmower Engine Horsepower Marketing and Sales Practices Litigation, Case
No. 2:08-md-01999). On January 27, 2009, Judge Adelman entered a stay of all litigation so that the parties could conduct mediation in an effort to resolve all outstanding litigation. On February 24, 2010, the Company entered into a
Stipulation of Settlement (Settlement) that, if given final court approval, will resolve all of the



44



---

Notes . . .





Horsepower Class Actions. Other parties to the Settlement are Sears, Roebuck and Co., Sears Holdings Corporation, Kmart Holdings Corporation, Deere & Company, Tecumseh Products Company,
The Toro Company, Electrolux Home Products, Inc. and Husqvarna Outdoor Products, Inc. (now known as Husqvarna Consumer Outdoor Products, N.A., Inc.) (collectively with the Company referred to below as the Settling Defendants). All other
defendants settled all claims separately. As part of the Settlement, the Company denies any and all liability and seeks resolution to avoid further protracted and expensive litigation. If finally approved, the Settlement resolves all
horsepower-labeling claims brought by all persons or entities in the United States who, beginning January 1, 1994 through the date notice of the Settlement is first given, purchased, for use and not for resale, a lawn mower containing a gas
combustible engine up to 30 horsepower provided that either the lawn mower or the engine of the lawn mower was manufactured or sold by a Defendant.

As
part of the Settlement, the Settling Defendants as a group agreed to pay an aggregate amount of $51 million. However, the monetary contribution of the each of the Settling Defendants is confidential. In addition, the Company, along with the other
Settling Defendants, agreed to injunctive relief regarding their future horsepower labeling, as well as procedures that will allow purchasers of lawnmower engines to seek a one-year extended warranty free of charge.

On February 26, 2010, Judge Adelman preliminarily approved the Settlement, certified a settlement class, appointed settlement class counsel, and stayed all
proceedings against all the Settling Defendants. On March 11, 2010, Judge Adelman entered an order approving a notice plan for the Settlement, and set an approval hearing to determine the fairness of the Settlement, and whether final judgment
should be entered thereon. On June 22, 2010, the Court conducted a hearing on the fairness of the Settlement at which class counsel and the Settling Defendants sought approval of the Settlement. At this hearing numerous class members appeared
through counsel and presented objections to the Settlement.

On August 16, 2010 Judge Adelman issued an opinion and order that finally approved the
Settlement as well as separate orders that finally approved the settlements of all defendants. Judge Adelmans opinion and order found all settlements to be in good faith and dismissed the claims of all class members with prejudice. On
August 23, 2010 several class members filed a Notice of Appeal of Judge Adelmans final approval orders to the United States Court of Appeals for the Seventh Circuit. Under the terms of the Settlement, the balance of settlement funds will
not be due, and the one-year warranty extension program will not begin, until after all appeals from Judge Adelmans order finally approving the Settlement are resolved.

As a result of the pending Settlement, the Company recorded a total charge of $30.6 million in the third quarter of fiscal year 2010 representing the total of the
Companys monetary portion of the Settlement and the estimated costs of extending the warranty period for one year. The amount has been included as a Litigation Settlement expense reducing income from operations on the Statement of Earnings.

On March 19, 2010, new plaintiffs filed a complaint in the Ontario Superior Court of Justice in Canada (Robert Foster et al. v. Sears Canada, Inc.
et al., Docket No. 766-2010). On May 3, 2010, other plaintiffs filed a complaint in the Montreal Superior Court in Canada (Eric Liverman, et al. v. Deere & Company, et al., Docket No. 500-06-000507-109). Both Canadian
complaints contain allegations and seek relief under Canadian law that are similar to the U.S. litigation. The Company is evaluating the complaints and has not yet filed an answer or other responsive pleading to either one. We are unable to estimate
any financial exposure we have as a result of this lawsuit. However, given the size of the Canadian market and revisions to the Companys power labeling practices in recent years, it is not likely the litigation would have a material adverse
effect on its results of operations, financial position, or cash flows.

On May 14, 2010, the Company notified retirees and certain retirement
eligible employees of various changes to the company-sponsored retiree medical plans. The purpose of the amendments was to better align the plans offered to both hourly and salaried retirees. On August 16, 2010, a putative class of retirees who
retired prior to August 1, 2006 and the United Steel Workers filed a complaint in the Eastern District of Wisconsin (Merrill, Weber, Carpenter, et al.; United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and
Service Workers International Union, AFL-CIO/CLC v. Briggs & Stratton Corporation; Group Insurance Plan of Briggs & Stratton Corporation; and Does 1 through 20, Docket No. 10-C-0700), contesting the Companys right to
make these changes. In addition to a request for class certification, the complaint seeks an injunction preventing the alleged unilateral termination or reduction in insurance coverage to the class of retirees, a permanent injunction preventing
defendants from ever making changes to the retirees insurance coverage, restitution with interest (if applicable) and attorneys fees and costs. The Company is currently evaluating the complaint and believes the changes are within its
rights. However, at this early stage, no determination can be made as to the likely outcome of this matter.

(12) Stock Incentives:

Effective July 2, 2007, the Company adopted the Powerful Solution Incentive Compensation Program. The Company previously adopted an Incentive Compensation
Plan, effective October 20, 2004, under which 4,000,000 shares of common stock (8,000,000 shares as a result of the 2-for-1 stock split) were reserved for future issuance. An amendment to the Incentive Compensation Plan approved by shareholders
on October 21, 2009, added 2,481,494 shares to the shares available for grant under the plan. Prior to October 20, 2004, the Company had a Stock Incentive Plan under which 5,361,935 shares of common stock



45



---

Notes . . .





were reserved for issuance. The adoption of the Incentive Compensation Plan reduced the number of shares available for future issuance under the Stock Incentive Plan to zero. However, as of
June 27, 2010, there were 1,662,020 outstanding option and restricted stock awards granted under the Stock Incentive Plan that are or may become exercisable in the future. No additional shares of common stock were reserved for future issuance
under the Powerful Solution Incentive Compensation Program. In accordance with the three plans, the Company can issue eligible employees stock options, stock appreciation rights, restricted stock, deferred stock and cash bonus awards subject to
certain annual limitations. The plans also allow the Company to issue directors non-qualified stock options and directors fees in stock.

During
fiscal 2010, 2009 and 2008, the Company recognized stock based compensation expense of approximately $7.0 million, $4.0 million and $4.6 million, respectively.

On the grant date, the exercise price of each stock option issued exceeds the market value of the stock by 10%. The fair value of each option is estimated using
the Black-Scholes option pricing model, and the assumptions are based on historical data and standard industry valuation practices and methodology. The assumptions used to determine fair value are as follows:



|                                                                                                                             |  |      |       |      |   |       |  |   |      
|---------------------------------------------------------------------------------------------------------------------------- |  | ---- | ----- | ---- | - | ----- |  | - | -----
|Options Granted During                                                                                                       |  | 2010 |       | 2009 |   | 2008 
|                                                                                                                             |  |      |      
|Grant Date Fair Value                                                                                                        |  | $    | 5.07  |      | $ | 1.93  |  | $ | 5.31 
|(Since options are only granted once per year, the grant date fair value equals the weighted average grant date fair
value.) |  |      |       |      |   |       |  |   |      
|                                                                                                                             |  |      |      
|Assumptions:                                                                                                                 |  |      |       |      |   |       |  |   |      
|Risk-free Interest Rate                                                                                                      |  |      | 2.5%  |      |   | 3.1%  |  |   | 4.5% 
|Expected Volatility                                                                                                          |  |      | 40.4% |      |   | 32.7% |  |   | 26.4%
|Expected Dividend Yield                                                                                                      |  |      | 2.5%  |      |   | 6.5%  |  |   | 3.1% 
|Expected Term (In Years)                                                                                                     |  |      | 5.0   |      |   | 5.0   |  |   | 5.1  

Information on the options outstanding is as follows:



|                           |  |           |   |  |                    |       |                                   |      |                                        |   |      
|-------------------------- |  | --------- | - |  | ------------------ | ----- | --------------------------------- | ---- | -------------------------------------- | - | -----
|                           |  | Shares    |   |  | Wtd. Avg.Ex. Price |       | Wtd. Avg.RemainingContractualTerm |      | AggregateIntrinsic
Value(in thousands)
|Balance, July 1, 2007      |  | 3,329,679 |   |  | $                  | 32.05 |                                   |      |                                        |   |      
|                           |  |           |   | 
|Granted During the Year    |  | 596,590   |   |  |                    | 30.81 |                                   |      |                                        |   |      
|Exercised During the Year  |  | (40,948   | ) |  |                    | 23.11 |                                   |      |                                        |   |      
|Expired During the Year    |  | -         |   |  |                    | -     |                                   |      |                                        |   |      
|                           |  |           |   |  |                    |       |                                   |      |                                        |   |      
|Balance, June 29, 2008     |  | 3,885,321 |   |  | $                  | 31.96 |                                   |      |                                        |   |      
|                           |  |           |   | 
|Granted During the Year    |  | 729,990   |   |  |                    | 14.83 |                                   |      |                                        |   |      
|Exercised During the Year  |  | -         |   |  |                    | -     |                                   |      |                                        |   |      
|Expired During the Year    |  | (309,630  | ) |  |                    | 25.35 |                                   |      |                                        |   |      
|                           |  |           |   |  |                    |       |                                   |      |                                        |   |      
|Balance, June 28, 2009     |  | 4,305,681 |   |  | $                  | 29.53 |                                   |      |                                        |   |      
|                           |  |           |   | 
|Granted During the Year    |  | 730,000   |   |  |                    | 19.73 |                                   |      |                                        |   |      
|Exercised During the Year  |  | (58,250   | ) |  |                    | 14.83 |                                   |      |                                        |   |      
|Expired During the Year    |  | (509,554  | ) |  |                    | 27.99 |                                   |      |                                        |   |      
|                           |  |           |   |  |                    |       |                                   |      |                                        |   |      
|Balance, June 27, 2010     |  | 4,467,877 |   |  | $                  | 28.29 |                                   | 2.97 |                                        | $ | 2,667
|                           |  |           |   |  |                    |       |                                   |      |                                        |   |      
|Exercisable, June 27, 2010 |  | 2,473,547 |   |  | $                  | 33.87 |                                   | 2.74 |                                        | $ | -    

The total intrinsic value of options exercised during
the fiscal year ended 2010 was $0.5 million. The exercise of options resulted in cash receipts of $1.1 million in fiscal 2010. No options were exercised in fiscal 2009. The total intrinsic value of options exercised during the fiscal year ended 2008
was $0.3 million. The exercise of options resulted in cash receipts of $0.9 million in fiscal 2008.



46



---

Notes . . .





|              |  |           |  |                 |  |                |  |               |       |                    |        
|------------- |  | --------- |  | --------------- |  | -------------- |  | ------------- | ----- | ------------------ | -------
|Grant Summary
|FiscalYear    |  | GrantDate |  | DateExercisable |  | ExpirationDate |  | ExercisePrice |       | OptionsOutstanding
|2004          |  | 8-15-03   |  | 8-15-06         |  | 8-15-13        |  | $             | 30.44 |                    | 684,900
|2005          |  | 8-13-04   |  | 8-13-07         |  | 8-13-14        |  |               | 36.68 |                    | 977,120
|2006          |  | 8-16-05   |  | 8-16-08         |  | 8-16-10        |  |               | 38.83 |                    | 319,137
|2007          |  | 8-15-06   |  | 8-15-09         |  | 8-15-11        |  |               | 29.87 |                    | 492,390
|2008          |  | 8-14-07   |  | 8-14-10         |  | 8-31-12        |  |               | 30.81 |                    | 592,590
|2009          |  | 8-19-08   |  | 8-19-11         |  | 8-31-13        |  |               | 14.83 |                    | 671,740
|2010          |  | 8-18-09   |  | 8-18-12         |  | 8-31-14        |  |               | 19.73 |                    | 730,000

Below is a summary of the status of the
Companys nonvested shares as of June 27, 2010, and changes during the year then ended:



|                                |  |                |   |                  |   |                               |  |         |   |  |   |                               |  |           |   |  |   |                              
|------------------------------- |  | -------------- | - | ---------------- | - | ----------------------------- |  | ------- | - |  | - | ----------------------------- |  | --------- | - |  | - | -----------------------------
|                                |  | Deferred Stock |   | Restricted Stock |   | Stock Options                
|                                |  | Shares         |   |                  |   | Wtd. Avg.Grant DateFair Value |  | Shares  |   |  |   | Wtd. Avg.Grant DateFair Value |  | Shares    |   |  |   | Wtd. Avg.Grant DateFair Value
|Nonvested shares, June 28, 2009 |  | 150,054        |   |                  | $ | 17.99                         |  | 223,985 |   |  | $ | 22.47                         |  | 1,857,400 |   |  | $ | 4.02                         
|Granted                         |  | 180,676        |   |                  |   | 18.21                         |  | 194,480 |   |  |   | 23.74                         |  | 730,000   |   |  |   | 5.07                         
|Cancelled                       |  | -              |   |                  |   | -                             |  | (2,470  | ) |  |   | 13.51                         |  | -         |   |  |   | -                            
|Exercised                       |  | -              |   |                  |   | -                             |  | -       |   |  |   | -                             |  | (58,250   | ) |  |   | 1.93                         
|Vested                          |  | (1,000         | ) |                  |   | 34.25                         |  | (15,983 | ) |  |   | 36.54                         |  | (534,820  | ) |  |   | 5.46                         
|                                |  |                |   |                  |   |                               |  |         |   |  |   |                               |  |           |   |  |   |                              
|Nonvested shares, June 27, 2010 |  | 329,730        |   |                  | $ | 18.06                         |  | 400,012 |   |  | $ | 19.80                         |  | 1,994,330 |   |  | $ | 4.02                         

As of June 27, 2010, there was $4.9 million of
total unrecognized compensation cost related to nonvested share-based compensation. That cost is expected to be recognized over a weighted average period of 2.0 years. The total fair value of shares vested during fiscal 2010 and 2009 was $3.2
million and $3.1 million, respectively.

Under the plans, the Company has issued restricted stock to certain employees. During fiscal years 2010, 2009
and 2008, the Company has issued 194,480, 118,975 and 32,550 shares, respectively. The restricted stock vests on the fifth anniversary date of the issue provided the recipient is still employed by the Company. The aggregate market value on the date
of issue is approximately $3.5 million, $1.6 million and $0.9 million in fiscal 2010, 2009 and 2008, respectively, and has been recorded within the Shareholders Investment section of the Consolidated Balance Sheets, and is being amortized over
the five-year vesting period.

Under the plans, the Company may also issue deferred stock to its directors in lieu of directors fees. The Company has
issued 31,026, 47,744 and 3,521 shares in fiscal 2010, 2009 and 2008, respectively, under this provision of the plans.

Under the plans, the Company may
also issue deferred stock to its officers and key employees. The Company has issued 149,650 and 77,135 shares in fiscal 2010 and 2009, respectively, under this provision. The aggregate market value on the date of issue was approximately $2.7 million
and $1.0 million, respectively. Expense is recognized ratably over the five-year vesting period.



47



---

Notes . . .





The following table summarizes the components of the Companys stock-based compensation programs recorded as expense:



|                                           |  |      |        |   |      |   |        |      |  |   |        |  
|------------------------------------------ |  | ---- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                           |  | 2010 |        |   | 2009 |   |        | 2008 | 
|Stock Options:                             |  |      |        |   |      |   |        |      |  |   |        |  
|Pretax compensation expense                |  | $    | 4,028  |   |      | $ | 1,760  |      |  | $ | 3,304  |  
|Tax benefit                                |  |      | (1,571 | ) |      |   | (686   | )    |  |   | (1,289 | )
|                                           |  |      |        |   |      |   |        |      |  |   |        |  
|Stock option expense, net of tax           |  | $    | 2,457  |   |      | $ | 1,074  |      |  | $ | 2,015  |  
|                                           |  |      |       
|Restricted Stock:                          |  |      |        |   |      |   |        |      |  |   |        |  
|Pretax compensation expense                |  | $    | 1,754  |   |      | $ | 1,097  |      |  | $ | 1,117  |  
|Tax benefit                                |  |      | (684   | ) |      |   | (428   | )    |  |   | (436   | )
|                                           |  |      |        |   |      |   |        |      |  |   |        |  
|Restricted stock expense, net of tax       |  | $    | 1,070  |   |      | $ | 669    |      |  | $ | 681    |  
|                                           |  |      |       
|Deferred Stock:                            |  |      |        |   |      |   |        |      |  |   |        |  
|Pretax compensation expense                |  | $    | 1,193  |   |      | $ | 1,142  |      |  | $ | 142    |  
|Tax benefit                                |  |      | (465   | ) |      |   | (445   | )    |  |   | (55    | )
|                                           |  |      |        |   |      |   |        |      |  |   |        |  
|Deferred stock expense, net of tax         |  | $    | 728    |   |      | $ | 697    |      |  | $ | 87     |  
|                                           |  |      |       
|Total Stock-Based Compensation:            |  |      |        |   |      |   |        |      |  |   |        |  
|Pretax compensation expense                |  | $    | 6,975  |   |      | $ | 3,999  |      |  | $ | 4,563  |  
|Tax benefit                                |  |      | (2,720 | ) |      |   | (1,559 | )    |  |   | (1,780 | )
|                                           |  |      |        |   |      |   |        |      |  |   |        |  
|Total stock-based compensation, net of tax |  | $    | 4,255  |   |      | $ | 2,440  |      |  | $ | 2,783  |  
|                                           |  |      |        |   |      |   |        |      |  |   |        |  

(13) Shareholder Rights Agreement:

On August 6, 1996, 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 outstanding on August 19, 1996. Each right would entitle shareowners to buy one-half of one share of the Companys common stock at an exercise price of $160.00 per full common share ($80.00 per full common share after taking
into consideration the effect of a 2-for-1 stock split effective October 29, 2004), subject to adjustment. The agreement relating to the rights was amended by the Board of Directors on August 9, 2006 to extend the term of the rights by
three years to October 18, 2009, to increase from 15 percent to 20 percent or more the percentage of outstanding shares that a person or group must acquire or attempt to acquire in order for the rights to become exercisable, and to add a
qualifying offer clause that permits shareholders to vote to redeem the rights in certain circumstances. Shareholders ratified the amended rights agreement at their annual meeting on October 18, 2006. On August 12, 2009, the Board of
Directors amended the rights agreement to: (i) modify the definition of Beneficial Owner and beneficial ownership of common shares of the Company to include, among other things, certain derivative security interests in
common shares of the Company; (ii) reduce the redemption price for the rights to $.001 per right; and (iii) extend the term of the rights agreement by changing the scheduled expiration date from October 18, 2009 to October 17,
2012. Shareholders ratified the rights agreement at the annual meeting on October 21, 2009.

(14) Foreign Exchange Risk Management:

The Company enters into forward exchange contracts to hedge purchases and sales that are denominated in foreign currencies. The terms of these
currency derivatives do not exceed twenty-four months, 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 exchange contracts to sell foreign currency, with the Euro as the most significant. These contracts are used to hedge foreign
currency collections on sales of inventory. The Company also has forward contracts to purchase foreign currencies, with the Japanese Yen as the most significant. The Japanese Yen contracts are used to hedge the commitments to purchase engines from
the Companys Japanese joint venture. The Companys foreign currency forward contracts are carried at fair value based on current exchange rates.



48



---

Notes . . .





The Company has the following forward currency contracts outstanding at the end of fiscal 2010:



|                  |  |               |  |               |  |                  |  |                          |  |                    |  |                       |  |              
|----------------- |  | ------------- |  | ------------- |  | ---------------- |  | ------------------------ |  | ------------------ |  | --------------------- |  | -------------
|                  |  | In Millions   |  |               |  |                 
|Hedge             |  | NotionalValue |  | ContractValue |  | Fair MarketValue |  | (Gain) Lossat Fair Value |  | ConversionCurrency |  | LatestExpiration Date
|Currency          |  | Contract      |  |               |  |                  |  |                         
|Australian Dollar |  | Sell          |  | 15.1          |  | 12.9             |  | 12.9                     |  | .1                 |  | U.S.                  |  | March 2011   
|Canadian Dollar   |  | Sell          |  | 12.1          |  | 11.7             |  | 11.7                     |  | -                  |  | U.S.                  |  | February 2011
|Euro              |  | Sell          |  | 91.6          |  | 131.0            |  | 113.5                    |  | (17.5)             |  | U.S.                  |  | June 2011    
|Japanese Yen      |  | Buy           |  | 650.0         |  | 7.2              |  | 7.3                      |  | (.1)               |  | U.S.                  |  | November 2010

The Company had the following
forward currency contracts outstanding at the end of fiscal 2009:



|                    |  |               |  |               |  |                  |  |                          |  |                    |  |                       |  |              
|------------------- |  | ------------- |  | ------------- |  | ---------------- |  | ------------------------ |  | ------------------ |  | --------------------- |  | -------------
|                    |  | In Millions   |  |               |  |                 
|Hedge               |  | NotionalValue |  | ContractValue |  | Fair MarketValue |  | (Gain) Lossat Fair Value |  | ConversionCurrency |  | LatestExpiration Date
|Currency            |  | Contract      |  |               |  |                  |  |                         
|Australian Dollar   |  | Sell          |  | 12.9          |  | 9.1              |  | 9.3                      |  | .2                 |  | U.S.                  |  | April 2010   
|Canadian Dollar     |  | Sell          |  | 2.5           |  | 2.2              |  | 2.2                      |  | -                  |  | U.S.                  |  | November 2009
|Euro                |  | Sell          |  | 58.5          |  | 80.3             |  | 82.2                     |  | 1.9                |  | U.S.                  |  | May 2010     
|Great British Pound |  | Buy           |  | .8            |  | 1.2              |  | 1.2                      |  | -                  |  | U.S.                  |  | July 2009    
|Japanese Yen        |  | Buy           |  | 562.8         |  | 5.6              |  | 5.9                      |  | (.3)               |  | U.S.                  |  | December 2009
|Swedish Krona       |  | Buy           |  | 2.5           |  | .3               |  | .3                       |  | -                  |  | U.S.                  |  | July 2009    

The Company continuously evaluates the effectiveness
of its hedging program by evaluating its foreign exchange contracts compared to the anticipated underlying transactions. The Company did not have any ineffective currency hedges in fiscal 2010, 2009, or 2008.



49



---

Notes . . .





(15) Employee Benefit Costs:

Retirement Plan and Other
Postretirement Benefits

The Company has noncontributory, defined benefit retirement plans and other postretirement benefit plans covering certain
employees. The Company uses a June 30 measurement date for all of its plans. The following provides a reconciliation of obligations, plan assets and funded status of the plans for the two years indicated (in thousands):



|                                                                                |  |                  |           |   |                               |   |           |      |  |   |           |   |  |   |           |  
|------------------------------------------------------------------------------- |  | ---------------- | --------- | - | ----------------------------- | - | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                                                                |  | Pension Benefits |           |   | Other Postretirement Benefits |  
|Actuarial Assumptions:                                                          |  | 2010             |           |   | 2009                          |   |           | 2010 |  |   | 2009      |  
|Discounted Rate Used to Determine Present Value of Projected Benefit Obligation |  |                  | 5.30%     |   |                               |   | 6.75%     |      |  |   | 4.60%     |   |  |   | 6.00%     |  
|Expected Rate of Future Compensation Level Increases                            |  |                  | 3.0-4.0%  |   |                               |   | 3.0-4.0%  |      |  |   | n/a       |   |  |   | n/a       |  
|Expected Long-Term Rate of Return on Plan Assets                                |  |                  | 8.50%     |   |                               |   | 8.75%     |      |  |   | n/a       |   |  |   | n/a       |  
|                                                                                |  |                  |           |  
|Change in Benefit Obligations:                                                  |  |                  |           |   |                               |   |           |      |  |   |           |   |  |   |           |  
|Projected Benefit Obligation at Beginning of Year                               |  | $                | 938,269   |   |                               | $ | 911,993   |      |  | $ | 200,114   |   |  | $ | 209,914   |  
|Service Cost                                                                    |  |                  | 11,197    |   |                               |   | 11,507    |      |  |   | 604       |   |  |   | 721       |  
|Interest Cost                                                                   |  |                  | 60,705    |   |                               |   | 61,210    |      |  |   | 10,942    |   |  |   | 12,487    |  
|Curtailment                                                                     |  |                  | -         |   |                               |   | (1,723)   |      |  |   | -         |   |  |   | -         |  
|Plan Amendments                                                                 |  |                  | -         |   |                               |   | -         |      |  |   | (13,514)  |   |  |   | -         |  
|Plan Participant Contributions                                                  |  |                  | -         |   |                               |   | -         |      |  |   | 1,357     |   |  |   | 869       |  
|Actuarial (Gain) Loss                                                           |  |                  | 170,148   |   |                               |   | 28,477    |      |  |   | 4,781     |   |  |   | 2,992     |  
|Benefits Paid                                                                   |  |                  | (71,892)  |   |                               |   | (73,195)  |      |  |   | (23,675)  |   |  |   | (26,869)  |  
|                                                                                |  |                  |           |   |                               |   |           |      |  |   |           |   |  |   |           |  
|Projected Benefit Obligation at End of Year                                     |  | $                | 1,108,427 |   |                               | $ | 938,269   |      |  | $ | 180,609   |   |  | $ | 200,114   |  
|                                                                                |  |                  |           |   |                               |   |           |      |  |   |           |   |  |   |           |  
|                                                                                |  |                  |           |  
|Change in Plan Assets:                                                          |  |                  |           |   |                               |   |           |      |  |   |           |   |  |   |           |  
|Fair Value of Plan Assets at Beginning of Year                                  |  | $                | 797,258   |   |                               | $ | 964,140   |      |  | $ | -         |   |  | $ | -         |  
|Actual Return on Plan Assets                                                    |  |                  | 104,171   |   |                               |   | (95,538)  |      |  |   | -         |   |  |   | -         |  
|Plan Participant Contributions                                                  |  |                  | -         |   |                               |   | -         |      |  |   | 1,357     |   |  |   | 869       |  
|Employer Contributions                                                          |  |                  | 1,953     |   |                               |   | 1,851     |      |  |   | 22,318    |   |  |   | 26,000    |  
|Benefits Paid                                                                   |  |                  | (71,892)  |   |                               |   | (73,195)  |      |  |   | (23,675)  |   |  |   | (26,869)  |  
|                                                                                |  |                  |           |   |                               |   |           |      |  |   |           |   |  |   |           |  
|Fair Value of Plan Assets at End of Year                                        |  | $                | 831,490   |   |                               | $ | 797,258   |      |  | $ | -         |   |  | $ | -         |  
|                                                                                |  |                  |           |   |                               |   |           |      |  |   |           |   |  |   |           |  
|                                                                                |  |                  |           |  
|Funded Status:                                                                  |  |                  |           |   |                               |   |           |      |  |   |           |   |  |   |           |  
|Plan Assets (Less Than) in Excess of Projected Benefit Obligation               |  | $                | (276,937  | ) |                               | $ | (141,011  | )    |  | $ | (180,609  | ) |  | $ | (200,114  | )
|                                                                                |  |                  |           |  
|Amounts Recognized on the Balance Sheets:                                       |  |                  |           |   |                               |   |           |      |  |   |           |   |  |   |           |  
|Accrued Pension Cost                                                            |  | $                | (274,737  | ) |                               | $ | (138,811  | )    |  | $ | -         |   |  | $ | -         |  
|Accrued Wages and Salaries                                                      |  |                  | (2,200)   |   |                               |   | (2,200)   |      |  |   | -         |   |  |   | -         |  
|Accrued Postretirement Health Care Obligation                                   |  |                  | -         |   |                               |   | -         |      |  |   | (135,978) |   |  |   | (155,443) |  
|Accrued Liabilities                                                             |  |                  | -         |   |                               |   | -         |      |  |   | (22,847)  |   |  |   | (26,343)  |  
|Accrued Employee Benefits                                                       |  |                  | -         |   |                               |   | -         |      |  |   | (21,784)  |   |  |   | (18,328)  |  
|                                                                                |  |                  |           |   |                               |   |           |      |  |   |           |   |  |   |           |  
|Net Amount Recognized at End of Year                                            |  | $                | (276,937  | ) |                               | $ | (141,011  | )    |  | $ | (180,609  | ) |  | $ | (200,114  | )
|                                                                                |  |                  |           |   |                               |   |           |      |  |   |           |   |  |   |           |  
|Amounts Recognized in Accumulated Other Comprehensive Income (Loss):            |  |                  |           |   |                               |   |           |      |  |   |           |   |  |   |           |  
|Transition Assets (Obligation)                                                  |  | $                | (15)      |   |                               | $ | (20)      |      |  | $ | -         |   |  | $ | -         |  
|Net Actuarial Loss                                                              |  |                  | (275,437) |   |                               |   | (187,680) |      |  |   | (59,830)  |   |  |   | (63,088)  |  
|Prior Service Credit (Cost)                                                     |  |                  | (5,758)   |   |                               |   | (7,629)   |      |  |   | 9,858     |   |  |   | 2,310     |  
|                                                                                |  |                  |           |   |                               |   |           |      |  |   |           |   |  |   |           |  
|Net Amount Recognized at End of Year                                            |  | $                | (281,210) |   |                               | $ | (195,329) |      |  | $ | (49,972   | ) |  | $ | (60,778   | )
|                                                                                |  |                  |           |   |                               |   |           |      |  |   |           |   |  |   |           |  



50



---

Notes . . .





The accumulated benefit obligation for all defined benefit pension plans was $1,055 million and $907 million at June 27, 2010 and June 28, 2009,
respectively.

The following table summarizes the plans income and expense for the three years indicated (in thousands):



|                                              |  |                  |          |                               |   |          |  |      |          |      |   |         |  |   |        |  |   |       
|--------------------------------------------- |  | ---------------- | -------- | ----------------------------- | - | -------- |  | ---- | -------- | ---- | - | ------- |  | - | ------ |  | - | ------
|                                              |  | Pension Benefits |          | Other Postretirement Benefits
|                                              |  | 2010             |          | 2009                          |   | 2008     |  | 2010 |          | 2009 |   | 2008   
|Components of Net Periodic (Income) Expense:  |  |                  |          |                               |   |          |  |      |          |      |   |         |  |   |        |  |   |       
|Service Cost-Benefits Earned During the Year  |  | $                | 11,197   |                               | $ | 11,507   |  | $    | 12,037   |      | $ | 604     |  | $ | 721    |  | $ | 1,486 
|Interest Cost on Projected Benefit Obligation |  |                  | 60,705   |                               |   | 61,210   |  |      | 60,326   |      |   | 10,942  |  |   | 12,487 |  |   | 13,760
|Expected Return on Plan Assets                |  |                  | (81,021) |                               |   | (83,331) |  |      | (81,344) |      |   | -       |  |   | -      |  |   | -     
|Amortization of:                              |  |                  |          |                               |   |          |  |      |          |      |   |         |  |   |        |  |   |       
|Transition Obligation                         |  |                  | 8        |                               |   | 8        |  |      | 8        |      |   | -       |  |   | -      |  |   | 42    
|Prior Service Cost (Credit)                   |  |                  | 3,068    |                               |   | 3,348    |  |      | 3,290    |      |   | (1,140) |  |   | (876)  |  |   | (849) 
|Actuarial Loss                                |  |                  | 3,171    |                               |   | 558      |  |      | 5,368    |      |   | 10,418  |  |   | 9,840  |  |   | 10,861
|                                              |  |                  |          |                               |   |          |  |      |          |      |   |         |  |   |        |  |   |       
|Net Periodic (Income) Expense                 |  | $                | (2,872)  |                               | $ | (6,700)  |  | $    | (315)    |      | $ | 20,824  |  | $ | 22,172 |  | $ | 25,300
|                                              |  |                  |          |                               |   |          |  |      |          |      |   |         |  |   |        |  |   |       

Significant assumptions used in determining net periodic (income) expense for
the fiscal years indicated are as follows:



|                               |  |                  |  |                               |  |          |  |       |  |       |  |      
|------------------------------ |  | ---------------- |  | ----------------------------- |  | -------- |  | ----- |  | ----- |  | -----
|                               |  | Pension Benefits |  | Other Postretirement Benefits
|                               |  | 2010             |  | 2009                          |  | 2008     |  | 2010  |  | 2009  |  | 2008 
|                               |  |                  |  |                               |  |         
|Discount Rate                  |  | 6.75%            |  | 7.0%                          |  | 6.35%    |  | 6.00% |  | 6.40% |  | 6.09%
|Expected Return on Plan Assets |  | 8.75%            |  | 8.75%                         |  | 8.75%    |  | n/a   |  | n/a   |  | n/a  
|Compensation Increase Rate     |  | 3.0-4.0%         |  | 3.0-4.0%                      |  | 3.0-5.0% |  | n/a   |  | n/a   |  | n/a  

The amounts in Accumulated Other Comprehensive Income that
are expected to be recognized as components of net periodic (income) expense during the next fiscal year are as follows (in thousands):



|                            |  |               |        |                           |   |        |  
|--------------------------- |  | ------------- | ------ | ------------------------- | - | ------ | -
|                            |  | Pension
Plans |        | OtherPostretirement
Plans |  
|Transition Obligation       |  | $             | 8      |                           | $ | -      |  
|Prior Service Cost (Credit) |  |               | 3,059  |                           |   | (2,782 | )
|Net Actuarial Loss          |  |               | 17,909 |                           |   | 11,129 |  

The Other Postretirement Benefit plans are
unfunded.

On May 14, 2010, the Company notified retirees and certain retirement eligible employees of various changes to the company-sponsored
retiree medical plans. The purpose of the amendments was to better align the plans offered to both hourly and salaried retirees. On August 16, 2010, a putative class of retirees who retired prior to August 1, 2006 and the United Steel
Workers filed a complaint in the Eastern District of Wisconsin (Merrill, Weber, Carpenter, et al.; United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, AFL-CIO/CLC v.
Briggs & Stratton Corporation; Group Insurance Plan of Briggs & Stratton Corporation; and Does 1 through 20, Docket No. 10-C-0700), contesting the Companys right to make these changes. In addition to a request for class
certification, the complaint seeks an injunction preventing the alleged unilateral termination or reduction in insurance coverage to the class of retirees, a permanent injunction preventing defendants from ever making changes to the retirees
insurance coverage, restitution with interest (if applicable) and attorneys fees and costs. The Company is currently evaluating the complaint and believes the changes are within its rights. However, at this early stage, no determination can be
made as to the likely outcome of this matter.

For measurement purposes an 9.0% annual rate of increase in the per capita cost of covered health care
claims was assumed for the Company for the fiscal year 2010 decreasing gradually to 4.5% for the fiscal year 2028. The health care cost trend rate assumptions have a significant effect on the amounts reported. An increase of one percentage point,
would increase the accumulated postretirement benefit by $5.1 million and



51



---

Notes . . .





would increase the service and interest cost by $0.5 million for fiscal 2010. A corresponding decrease of one percentage point, would decrease the accumulated postretirement benefit by $5.0
million and decrease the service and interest cost by $0.5 million for the fiscal year 2010.

As discussed in Note 19 in the Notes to the Consolidated
Financial Statements, the Company closed its Jefferson and Watertown, WI production facilities during fiscal 2010. The closure of these facilities resulted in the termination of certain employees, and the related impact on unrecognized prior service
costs, unrecognized losses and the projected benefit obligation resulted in a net curtailment loss of $1.2 million in fiscal 2009.

Plan Assets

A Board of Directors appointed Investment Committee (Committee) manages the investment of the pension plan assets. The Committee has
established and operates under an Investment Policy. It determines the asset allocation and target ranges based upon periodic asset/liability studies and capital market projections. The Committee retains external investment managers to invest the
assets. The Investment Policy prohibits certain investment transactions, such as lettered stock, commodity contracts, margin transactions and short selling, unless the Committee gives prior approval. The Companys pension plans asset
allocations and target allocations at June 27, 2010 and June 28, 2009, by asset category are as follows:



|                                |  |          |  |                         |  |     
|------------------------------- |  | -------- |  | ----------------------- |  | ----
|                                |  |          |  | Plan Assets at Year-end
|Asset Category                  |  | Target % |  | 2010                    |  | 2009
|Cash                            |  | 0%-2%    |  | 4%                      |  | 8%  
|Domestic Bonds                  |  | 30%-50%  |  | 31%                     |  | 27% 
|Non-Investment Grade Bonds      |  | 0%-5%    |  | 0%                      |  | 0%  
|Non-US Bonds                    |  | 0%-10%   |  | 0%                      |  | 0%  
|Domestic Equities               |  | 20%-40%  |  | 20%                     |  | 18% 
|Global & International Equities |  | 5%-10%   |  | 7%                      |  | 9%  
|Alternative & Absolute Return   |  | 20%-30%  |  | 35%                     |  | 34% 
|Real Estate                     |  | 0%-5%    |  | 3%                      |  | 4%  
|                                |  |          |  |                         |  |     
|                                |  |          |  | 100%                    |  | 100%
|                                |  |          |  |                         |  |     

The plans investment strategy is based on an expectation that, over time,
equity securities will provide higher total returns than debt securities. The plan primarily minimizes the risk of large losses through diversification of investments by asset class, by investing in different types of styles within the classes and
by using a number of different managers. The Committee monitors the asset allocation and investment performance monthly, with a more comprehensive quarterly review with its consultant.

The plans expected return on assets is based on managements and the Committees expectations of long-term average rates of return to be achieved
by the plans investments. These expectations are based on the plans historical returns and expected returns for the asset classes in which the plan is invested.

The fair value of the major categories of the pension plans investments are presented below (in thousands). The inputs and valuation techniques used to
measure the fair value of the assets are consistently applied and described in Note 4.



52



---

Notes . . .





|                                         |  |     |  |       |          |         |   |         |  |         |          |  |   |        
|---------------------------------------- |  | --- |  | ----- | -------- | ------- | - | ------- |  | ------- | -------- |  | - | -------
|Category                                 |  |     |  | Total |          | Level 1 |   | Level 2 |  | Level 3
|Short term Investments:                  |  |     |  | $     | 41,951   |         | $ | -       |  | $       | 41,951   |  | $ | -      
|Fixed Income Securities:                 |  |     |  |       |          |         |   |         |  |         |          |  |   |        
|Domestic bonds collective trusts         |  |     |  |       | 259,198  |         |   | -       |  |         | 259,198  |  |   | -      
|Corporate bonds and notes                |  |     |  |       | 177      |         |   | -       |  |         | 177      |  |   | -      
|Equity Securities:                       |  |     |  |       |          |         |   |         |  |         |          |  |   |        
|U.S. common stocks                       |  |     |  |       | 161,125  |         |   | 161,125 |  |         | -        |  |   | -      
|International mutual funds               |  |     |  |       | 31,130   |         |   | -       |  |         | 31,130   |  |   | -      
|Other Investments:                       |  |     |  |       |          |         |   |         |  |         |          |  |   |        
|Venture Capital funds                    |  | (A) |  |       | 136,179  |         |   | -       |  |         | -        |  |   | 136,179
|Debt funds                               |  | (B) |  |       | 89,552   |         |   | -       |  |         | -        |  |   | 89,552 
|Real Estate funds                        |  | (C) |  |       | 40,041   |         |   | -       |  |         | -        |  |   | 40,041 
|Private Equity funds                     |  | (D) |  |       | 38,973   |         |   | -       |  |         | -        |  |   | 38,973 
|Other funds                              |  | (E) |  |       | 35,026   |         |   | -       |  |         | -        |  |   | 35,026 
|                                         |  |     |  |       |          |         |   |         |  |         |          |  |   |        
|Total Investments                        |  |     |  | $     | 833,352  |         | $ | 161,125 |  | $       | 332,456  |  | $ | 339,771
|Securities lending collateral pools      |  | (F) |  |       | 84,052   |         |   | -       |  |         | 84,052   |  |   | -      
|Cash and other                           |  |     |  |       | 1,104    |         |   | 1,104   |  |         | -        |  |   | -      
|                                         |  |     |  |       |          |         |   |         |  |         |          |  |   |        
|Total Assets at Fair Value               |  |     |  | $     | 918,508  |         | $ | 162,229 |  | $       | 416,508  |  | $ | 339,771
|                                         |  |     |  |       |          |         |   |         |  |         |          |  |   |        
|Securities lending collateral pools      |  | (F) |  |       | (87,018) |         |   | -       |  |         | (87,018) |  |   | -      
|                                         |  |     |  |       |          |         |   |         |  |         |          |  |   |        
|Total Liabilities at Fair Value          |  |     |  | $     | (87,018) |         |   | -       |  | $       | (87,018) |  |   | -      
|                                         |  |     |  |       |          |         |   |         |  |         |          |  |   |        
|Fair Value of Plan Assets at End of Year |  |     |  | $     | 831,490  |         | $ | 162,229 |  | $       | 329,490  |  | $ | 339,771
|                                         |  |     |  |       |          |         |   |         |  |         |          |  |   |        



|(A) | This category invests in a combination of public and private securities of companies in financial distress, spin-offs, or new projects focused on technology and manufacturing.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(B) | This fund primarily invests in the debt of various entities including corporations and governments in emerging markets, mezzanine financing, or entities that are undergoing, are
considered likely to undergo or have undergone a reorganization.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(C) | This category invests primarily in real estate related investments, including real estate properties, securities of real estate companies and other companies with significant
real estate assets as well as real estate related debt and equity securities.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(D) | Primarily represents investments in all sizes of mostly privately held operating companies in the following core industry sectors: healthcare, energy, financial services,
technology-media-telecommunications and industrial and consumer.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(E) | This category invests in hedge funds.
|--- | -------------------------------------



|(F) | This category comprises pools of cash like debt securities and floating rate notes having a maturity or average life of three years or less, with a final payment of principal
occurring in five years or less. Some of the investments are collateralized mortgage-backed securities whose maturities have been extended. This categorys fair value is determined based on the net book value of the plans pro-rated share
of the collateral pool.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



53



---

Notes . . .





The following table presents the changes in Level 3 investments for the pension plan (in thousands).

Changes in Level 3 Investments for the Year Ended June 27, 2010



|                      |  |                         |         |                                           |   |         |                                  |  |                             |        |  |   |        
|--------------------- |  | ----------------------- | ------- | ----------------------------------------- | - | ------- | -------------------------------- |  | --------------------------- | ------ |  | - | -------
|Category              |  | June 28, 2009Fair Value |         | Purchases,Sales,Issuances,and
Settlements |   |         | RealizedandUnrealizedGain
(Loss) |  | June 27, 2010Fair Value (a)
|Venture Capital funds |  | $                       | 133,556 |                                           | $ | (10,535 | )                                |  | $                           | 13,158 |  | $ | 136,179
|Debt funds            |  |                         | 70,711  |                                           |   | 2,771   |                                  |  |                             | 16,070 |  |   | 89,552 
|Real Estate funds     |  |                         | 38,044  |                                           |   | 1,413   |                                  |  |                             | 584    |  |   | 40,041 
|Private Equity funds  |  |                         | 37,392  |                                           |   | 1,163   |                                  |  |                             | 418    |  |   | 38,973 
|Other funds           |  |                         | 33,606  |                                           |   | -       |                                  |  |                             | 1,420  |  |   | 35,026 
|                      |  |                         |         |                                           |   |         |                                  |  |                             |        |  |   |        
|                      |  | $                       | 313,309 |                                           | $ | (5,188  | )                                |  | $                           | 31,650 |  | $ | 339,771
|                      |  |                         |         |                                           |   |         |                                  |  |                             |        |  |   |        

(a) There were no transfers in or out of Level 3 during the year ended
June 27, 2010.

Contributions

The Company
is not required to make any contributions to the pension plans in fiscal 2011.

Estimated Future Benefit Payments

Projected benefit payments from the plans as of June 27, 2010 are estimated as follows (in thousands):



|            |  |                  |         |                               |   |                 |  |              |        |     |   |       |  |   |    
|----------- |  | ---------------- | ------- | ----------------------------- | - | --------------- |  | ------------ | ------ | --- | - | ----- |  | - | ---
|            |  | Pension Benefits |         | Other Postretirement Benefits
|Year Ending |  | Qualified        |         | Non-Qualified                 |   | Retiree
Medical |  | Retiree Life |        | LTD
|2011        |  | $                | 69,774  |                               | $ | 2,226           |  | $            | 22,540 |     | $ | 1,142 |  | $ | 192
|2012        |  |                  | 70,024  |                               |   | 2,207           |  |              | 22,131 |     |   | 1,176 |  |   | 175
|2013        |  |                  | 70,142  |                               |   | 2,182           |  |              | 21,087 |     |   | 1,206 |  |   | 167
|2014        |  |                  | 70,208  |                               |   | 2,159           |  |              | 19,253 |     |   | 1,236 |  |   | 157
|2015        |  |                  | 70,496  |                               |   | 3,316           |  |              | 16,702 |     |   | 1,264 |  |   | 159
|2016-2020   |  |                  | 353,255 |                               |   | 16,626          |  |              | 58,263 |     |   | 6,658 |  |   | 822

Defined Contribution Plans

Employees of the Company may participate in a defined contribution savings plan that allows participants to contribute a portion of their earnings in accordance
with plan specifications. A maximum of 1-1/2% to 3-1/2% of each participants salary, depending upon the participants group, is matched by the Company. Some of these Company matching contributions ceased July 1, 2009 and were
reinstated effective January 1, 2010. Additionally, certain employees may receive Company nonelective contributions equal to 2% of the employees salary. The Company contributions totaled $7.6 million in 2010, $8.1 million in 2009 and $6.6
million in 2008.

Postemployment Benefits

The
Company accrues the expected cost of postemployment benefits over the years that the employees render service. These benefits apply only to employees who become disabled while actively employed, or who terminate with at least thirty years of service
and retire prior to age sixty-five. The items include disability payments, life insurance and medical benefits. These amounts are also discounted using a 4.60% interest rate for fiscal year 2010 and 6.00% for fiscal year 2009. Amounts are included
in Accrued Employee Benefits in the Consolidated Balance Sheets.



54



---

Notes . . .





(16) 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, Receivables, Accounts Payable, Foreign Loans, Accrued Liabilities and Income Taxes Payable: The carrying
amounts approximate fair market value because of the short maturity of these instruments.

Long-Term Debt: The fair market value of the
Companys long-term debt is estimated based on market quotations at year-end.

The estimated fair market values of the Companys Long-Term
Debt is (in thousands):



|                                        |  |                |         |            |   |                |  |            |         |  |   |        
|--------------------------------------- |  | -------------- | ------- | ---------- | - | -------------- |  | ---------- | ------- |  | - | -------
|                                        |  | 2010           |         | 2009      
|                                        |  | CarryingAmount |         | Fair
Value |   | CarryingAmount |  | Fair
Value
|Long-Term Debt -                        |  |                |         |            |   |                |  |            |         |  |   |        
|8.875% Notes Due 2011                   |  | $              | 203,460 |            | $ | 215,733        |  | $          | 247,104 |  | $ | 259,537
|Borrowings on Revolving Credit Facility |  | $              | -       |            | $ | -              |  | $          | 34,000  |  | $ | 34,000 

(17) Assets Held for Sale:

On July 1, 2009 the Company announced a plan to close its Jefferson and Watertown, Wisconsin manufacturing facilities in fiscal 2010. At June 27, 2010,
the Company had $4.0 million included in Assets Held for Sale in its Consolidated Balance Sheets consisting of certain assets related to the Jefferson, WI production facility. Prior to the closure, the facility manufactured all portable generator
and pressure washer products marketed and sold by the Company within its Power Products segment.

(18) Separate Financial Information of Subsidiary
Guarantors of Indebtedness:

In May 2001, the Company issued $275 million of 8.875% senior notes.

On July 12, 2007, the Company entered into a $500 million amended and restated multicurrency credit agreement. The Amended Credit Agreement
(Revolver) provides a revolving credit facility for up to $500 million in revolving loans, including up to $25 million in swing-line loans. The Revolver has a term of five years and all outstanding borrowings on the Revolver are due and
payable on July 12, 2012. The Revolver contains covenants that the Company considers usual and customary for an agreement of this type, including a Maximum Total Leverage Ratio and Minimum Interest Coverage Ratio. Certain of the Companys
subsidiaries are required to be guarantors of the Companys obligations under the Revolver.

Under the terms of the Companys 8.875% senior
notes and the Revolver (collectively, the Domestic Indebtedness), Briggs & Stratton Power Products Group, LLC is the joint and several guarantor of the Domestic Indebtedness (the Guarantor). The guarantees are full
and unconditional guarantees. Additionally, if at any time a domestic subsidiary of the Company constitutes a significant domestic subsidiary, then such domestic subsidiary will also become a guarantor of the Domestic Indebtedness. Currently, all of
the Domestic Indebtedness is unsecured. If the Company were to fail to make a payment of interest or principal on its due date, the Guarantor is obligated to pay the outstanding Domestic Indebtedness. The Company had the following outstanding
amounts related to the guaranteed debt (in thousands):



|                                              |  |                              |         |                   |   |        
|--------------------------------------------- |  | ---------------------------- | ------- | ----------------- | - | -------
|                                              |  | June 27, 
2010CarryingAmount |         | Maximum
Guarantee
|8.875% Senior Notes, due March 15, 2011       |  | $                            | 203,460 |                   | $ | 203,764
|Revolving Credit Facility, expiring July 2012 |  | $                            | -       |                   | $ | 500,000



55



---

Notes . . .





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



|                                   |  |                               |           |                        |   |                            |  |              |         |  |              |          |   |  |   |          
|---------------------------------- |  | ----------------------------- | --------- | ---------------------- | - | -------------------------- |  | ------------ | ------- |  | ------------ | -------- | - |  | - | ---------
|BALANCE SHEET:
As of June 27, 2010 |  | Briggs & 
StrattonCorporation |           | Guarantor
Subsidiaries |   | Non-Guarantor
Subsidiaries |  | Eliminations |         |  | Consolidated
|Current Assets                     |  | $                             | 495,890   |                        | $ | 369,714                    |  | $            | 210,764 |  | $            | (170,726 | ) |  | $ | 905,642  
|Investment in Subsidiary           |  |                               | 677,242   |                        |   | -                          |  |              | -       |  |              | (677,242 | ) |  |   | -        
|Noncurrent Assets                  |  |                               | 484,869   |                        |   | 284,749                    |  |              | 47,399  |  |              | (32,602  | ) |  |   | 784,415  
|                                   |  |                               |           |                        |   |                            |  |              |         |  |              |          |   |  |   |          
|                                   |  | $                             | 1,658,001 |                        | $ | 654,463                    |  | $            | 258,163 |  | $            | (880,570 | ) |  | $ | 1,690,057
|                                   |  |                               |           |                        |   |                            |  |              |         |  |              |          |   |  |   |          
|Current Liabilities                |  | $                             | 607,295   |                        | $ | 37,530                     |  | $            | 89,412  |  | $            | (170,726 | ) |  | $ | 563,511  
|Other Long-Term Obligations        |  |                               | 400,129   |                        |   | 74,868                     |  |              | 33,573  |  |              | (32,602  | ) |  |   | 475,969  
|Shareholders Equity               |  |                               | 650,577   |                        |   | 542,065                    |  |              | 135,177 |  |              | (677,242 | ) |  |   | 650,577  
|                                   |  |                               |           |                        |   |                            |  |              |         |  |              |          |   |  |   |          
|                                   |  | $                             | 1,658,001 |                        | $ | 654,463                    |  | $            | 258,163 |  | $            | (880,570 | ) |  | $ | 1,690,057
|                                   |  |                               |           |                        |   |                            |  |              |         |  |              |          |   |  |   |          
|                                   |  |                               |           |                        |  
|As of June 28, 2009                |  |                               |           |                        |   |                            |  |              |         |  |              |          |   |  |   |          
|Current Assets                     |  | $                             | 447,878   |                        | $ | 378,806                    |  | $            | 243,983 |  | $            | (214,147 | ) |  | $ | 856,520  
|Investment in Subsidiary           |  |                               | 693,119   |                        |   | -                          |  |              | -       |  |              | (693,119 | ) |  |   | -        
|Noncurrent Assets                  |  |                               | 454,694   |                        |   | 301,229                    |  |              | 50,964  |  |              | (44,384  | ) |  |   | 762,503  
|                                   |  |                               |           |                        |   |                            |  |              |         |  |              |          |   |  |   |          
|                                   |  | $                             | 1,595,691 |                        | $ | 680,035                    |  | $            | 294,947 |  | $            | (951,650 | ) |  | $ | 1,619,023
|                                   |  |                               |           |                        |   |                            |  |              |         |  |              |          |   |  |   |          
|Current Liabilities                |  | $                             | 348,483   |                        | $ | 47,020                     |  | $            | 117,733 |  | $            | (214,147 | ) |  | $ | 299,088  
|Long-Term Debt                     |  |                               | 281,104   |                        |   | -                          |  |              | -       |  |              | -        |   |  |   | 281,104  
|Other Long-Term Obligations        |  |                               | 271,421   |                        |   | 72,198                     |  |              | 44,912  |  |              | (44,384  | ) |  |   | 344,147  
|Shareholders Equity               |  |                               | 694,683   |                        |   | 560,817                    |  |              | 132,302 |  |              | (693,119 | ) |  |   | 694,684  
|                                   |  |                               |           |                        |   |                            |  |              |         |  |              |          |   |  |   |          
|                                   |  | $                             | 1,595,691 |                        | $ | 680,035                    |  | $            | 294,947 |  | $            | (951,650 | ) |  | $ | 1,619,023
|                                   |  |                               |           |                        |   |                            |  |              |         |  |              |          |   |  |   |          



56



---

Notes . . .





|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|------------------------------------------------------------- |  | ----------------------------- | --------- | ---------------------- | - | -------------------------- |  | ------------ | ------- | ------------ | - | --------- |  | - | ---------
|STATEMENT OF EARNINGS:
For the Fiscal Year EndedJune 27, 2010 |  | Briggs & Stratton
Corporation |           | Guarantor
Subsidiaries |   | Non-Guarantor
Subsidiaries |  | Eliminations |         | Consolidated
|Net Sales                                                     |  | $                             | 1,299,283 |                        | $ | 740,336                    |  | $            | 279,134 |              | $ | (290,882) |  | $ | 2,027,872
|Cost of Goods Sold                                            |  |                               | 1,039,021 |                        |   | 683,061                    |  |              | 216,736 |              |   | (290,882) |  |   | 1,647,937
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|Gross Profit                                                  |  |                               | 260,262   |                        |   | 57,275                     |  |              | 62,398  |              |   | -         |  |   | 379,935  
|Engineering, Selling, General and Administrative Expenses     |  |                               | 164,358   |                        |   | 76,572                     |  |              | 39,318  |              |   | -         |  |   | 280,248  
|Litigation Settlement                                         |  |                               | 30,600    |                        |   | -                          |  |              | -       |              |   | -         |  |   | 30,600   
|Equity in Earnings from Subsidiaries                          |  |                               | (20,688)  |                        |   | -                          |  |              | -       |              |   | 20,688    |  |   | -        
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|Income (Loss) from Operations                                 |  |                               | 85,992    |                        |   | (19,297)                   |  |              | 23,080  |              |   | (20,688)  |  |   | 69,087   
|Interest Expense                                              |  |                               | (26,218)  |                        |   | (96)                       |  |              | (155)   |              |   | -         |  |   | (26,469) 
|Other Income (Expense), Net                                   |  |                               | (7,644)   |                        |   | 158                        |  |              | 13,942  |              |   | -         |  |   | 6,455    
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|Income (Loss) Before Provision for Income Taxes               |  |                               | 52,130    |                        |   | (19,235)                   |  |              | 36,867  |              |   | (20,688)  |  |   | 49,073   
|Provision (Credit) for Income Taxes                           |  |                               | 15,515    |                        |   | (6,962)                    |  |              | 3,904   |              |   | -         |  |   | 12,458   
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|Net Income (Loss)                                             |  | $                             | 36,615    |                        | $ | (12,275)                   |  | $            | 32,963  |              | $ | (20,688)  |  | $ | 36,615   
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|                                                              |  |                               |           |                        |  
|For the Fiscal Year EndedJune 28, 2009                        |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|Net Sales                                                     |  | $                             | 1,316,402 |                        | $ | 819,826                    |  | $            | 299,200 |              | $ | (343,239) |  | $ | 2,092,189
|Cost of Goods Sold                                            |  |                               | 1,083,065 |                        |   | 767,615                    |  |              | 246,494 |              |   | (343,239) |  |   | 1,753,935
|Impairment Charge                                             |  |                               | -         |                        |   | 4,575                      |  |              | -       |              |   | -         |  |   | 4,575    
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|Gross Profit                                                  |  |                               | 233,337   |                        |   | 47,636                     |  |              | 52,706  |              |   | -         |  |   | 333,679  
|Engineering, Selling, General and Administrative Expenses     |  |                               | 148,811   |                        |   | 75,801                     |  |              | 40,726  |              |   | -         |  |   | 265,338  
|Equity in Loss from Subsidiaries                              |  |                               | 8,644     |                        |   | -                          |  |              | -       |              |   | (8,644)   |  |   | -        
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|Income (Loss) from Operations                                 |  |                               | 75,882    |                        |   | (28,165)                   |  |              | 11,980  |              |   | 8,644     |  |   | 68,341   
|Interest Expense                                              |  |                               | (30,657)  |                        |   | (166)                      |  |              | (324)   |              |   | -         |  |   | (31,147) 
|Other Income (Expense), Net                                   |  |                               | 2,947     |                        |   | 286                        |  |              | (18)    |              |   | -         |  |   | 3,215    
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|Income (Loss) Before Provision for Income Taxes               |  |                               | 48,172    |                        |   | (28,045)                   |  |              | 11,638  |              |   | 8,644     |  |   | 40,409   
|Provision (Credit) for Income Taxes                           |  |                               | 16,200    |                        |   | (9,939)                    |  |              | 2,176   |              |   | -         |  |   | 8,437    
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|Net Income (Loss)                                             |  | $                             | 31,972    |                        | $ | (18,106)                   |  | $            | 9,462   |              | $ | 8,644     |  | $ | 31,972   
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|                                                              |  |                               |           |                        |  
|For the Fiscal Year EndedJune 29, 2008                        |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|Net Sales                                                     |  | $                             | 1,372,382 |                        | $ | 831,024                    |  | $            | 250,046 |              | $ | (302,059) |  | $ | 2,151,393
|Cost of Goods Sold                                            |  |                               | 1,134,860 |                        |   | 802,254                    |  |              | 209,022 |              |   | (302,399) |  |   | 1,844,077
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|Gross Profit                                                  |  |                               | 237,522   |                        |   | 28,770                     |  |              | 41,024  |              |   | -         |  |   | 307,316  
|Engineering, Selling, General and Administrative Expenses     |  |                               | 165,625   |                        |   | 79,946                     |  |              | 35,405  |              |   | -         |  |   | 280,976  
|Equity in Loss from Subsidiaries                              |  |                               | 25,264    |                        |   | -                          |  |              | -       |              |   | (25,264)  |  |   | -        
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|Income (Loss) from Operations                                 |  |                               | 46,633    |                        |   | (51,176)                   |  |              | 5,619   |              |   | 25,264    |  |   | 26,340   
|Interest Expense                                              |  |                               | (37,615)  |                        |   | (219)                      |  |              | (289)   |              |   | -         |  |   | (38,123) 
|Other Income, Net                                             |  |                               | 38,851    |                        |   | 1,628                      |  |              | 913     |              |   | -         |  |   | 41,392   
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|Income (Loss) Before Provision for Income Taxes               |  |                               | 47,869    |                        |   | (49,767)                   |  |              | 6,243   |              |   | 25,264    |  |   | 29,609   
|Provision (Credit) for Income Taxes                           |  |                               | 25,269    |                        |   | (20,561)                   |  |              | 2,301   |              |   | -         |  |   | 7,009    
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          
|Net Income (Loss)                                             |  | $                             | 22,600    |                        | $ | (29,206)                   |  | $            | 3,942   |              | $ | 25,264    |  | $ | 22,600   
|                                                              |  |                               |           |                        |   |                            |  |              |         |              |   |           |  |   |          



57



---

Notes . . .





|                                                                                         |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|---------------------------------------------------------------------------------------- |  | ----------------------------- | -------- | ---------------------- | - | -------------------------- |  | ------------ | -------- | ------------ | - | -------- |  | - | --------
|STATEMENT OF CASH FLOWS:
For the Fiscal Year Ended June 27, 2010                         |  | Briggs & Stratton
Corporation |          | Guarantor
Subsidiaries |   | Non-Guarantor
Subsidiaries |  | Eliminations |          | Consolidated
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                    |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|Net Income (Loss)                                                                        |  | $                             | 36,615   |                        | $ | (12,275)                   |  | $            | 32,963   |              | $ | (20,688) |  | $ | 36,615  
|Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities: |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|Depreciation and Amortization                                                            |  |                               | 42,358   |                        |   | 18,472                     |  |              | 5,402    |              |   | -        |  |   | 66,232  
|Stock Compensation Expense                                                               |  |                               | 6,975    |                        |   | -                          |  |              | -        |              |   | -        |  |   | 6,975   
|Earnings of Unconsolidated Affiliates, Net of Dividends                                  |  |                               | (254)    |                        |   | -                          |  |              | 188      |              |   | -        |  |   | (66)    
|Equity in Earnings from Subsidiaries                                                     |  |                               | (20,688) |                        |   | -                          |  |              | -        |              |   | 20,688   |  |   | -       
|Loss on Disposition of Plant and Equipment                                               |  |                               | 1,544    |                        |   | 489                        |  |              | 92       |              |   | -        |  |   | 2,125   
|Long-Term Intercompany Notes                                                             |  |                               | 11,782   |                        |   | -                          |  |              | (11,782) |              |   | -        |  |   | -       
|Loss on Curtailment of Employee Benefits                                                 |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|(Provision) Credit for Deferred Income Taxes                                             |  |                               | 7,033    |                        |   | (2,993)                    |  |              | (285)    |              |   | -        |  |   | 3,755   
|Change in Operating Assets and Liabilities:                                              |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|Decrease in Receivables                                                                  |  |                               | (9,664)  |                        |   | 5,393                      |  |              | 16,594   |              |   | (36,753) |  |   | (24,430)
|Decrease in Inventories                                                                  |  |                               | 59,326   |                        |   | 5,705                      |  |              | 10,745   |              |   | 613      |  |   | 76,389  
|(Increase) Decrease in Prepaid Expenses and Other Current Assets                         |  |                               | (2,302)  |                        |   | 3,113                      |  |              | 221      |              |   | -        |  |   | 1,032   
|Decrease in Accounts Payable, Accrued Liabilities and Income Taxes                       |  |                               | 46,242   |                        |   | 12,705                     |  |              | (30,754) |              |   | 39,754   |  |   | 67,947  
|Change in Accrued Pension                                                                |  |                               | (4,810)  |                        |   | -                          |  |              | 2        |              |   | -        |  |   | (4,808) 
|Other, Net                                                                               |  |                               | 5,611    |                        |   | 4,010                      |  |              | 2,354    |              |   | -        |  |   | 11,975  
|                                                                                         |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|Net Cash Provided by Operating Activities                                                |  |                               | 179,767  |                        |   | 34,619                     |  |              | 25,740   |              |   | 3,615    |  |   | 243,741 
|                                                                                         |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                    |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|Additions to Plant and Equipment                                                         |  |                               | (28,903) |                        |   | (11,494)                   |  |              | (4,046)  |              |   | -        |  |   | (44,443)
|Proceeds Received on Disposition of Plant and Equipment                                  |  |                               | 220      |                        |   | 40                         |  |              | 16       |              |   | -        |  |   | 276     
|Cash Paid for Acquisition, Net of Cash Received                                          |  |                               | -        |                        |   |                            |  |              |          |              |   |          |  |   |         
|Cash Investment in Subsidiary                                                            |  |                               | 26,305   |                        |   | -                          |  |              | 2,627    |              |   | (28,932) |  |   | -       
|Other, Net                                                                               |  |                               | (144)    |                        |   | -                          |  |              | 612      |              |   | (612)    |  |   | (144)   
|                                                                                         |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|Net Cash Used by Investing Activities                                                    |  |                               | (2,522)  |                        |   | (11,454)                   |  |              | (791)    |              |   | (29,544) |  |   | (44,311)
|                                                                                         |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                    |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|Net Repayments on Loans, Notes Payable and Long-Term Debt                                |  |                               | (56,647) |                        |   | (20,790)                   |  |              | 2,204    |              |   | (3,003)  |  |   | (78,236)
|Cash Dividends Paid                                                                      |  |                               | (22,125) |                        |   | -                          |  |              | -        |              |   | -        |  |   | (22,125)
|Stock Option Exercise Proceeds and Tax Benefits                                          |  |                               | 864      |                        |   | -                          |  |              | -        |              |   | -        |  |   | 864     
|Capital Contributions Received                                                           |  |                               | -        |                        |   | -                          |  |              | (28,932) |              |   | 28,932   |  |   | -       
|                                                                                         |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|Net Cash Used by Financing Activities                                                    |  |                               | (77,908) |                        |   | (20,790)                   |  |              | (26,728) |              |   | 25,929   |  |   | (99,497)
|                                                                                         |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS            |  |                               | -        |                        |   | -                          |  |              | 629      |              |   | -        |  |   | 629     
|                                                                                         |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     |  |                               | 99,337   |                        |   | 2,375                      |  |              | (1,150)  |              |   | -        |  |   | 100,562 
|Cash and Cash Equivalents, Beginning of Year                                             |  |                               | 1,541    |                        |   | 1,301                      |  |              | 13,150   |              |   | -        |  |   | 15,992  
|                                                                                         |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         
|Cash and Cash Equivalents, End of Year                                                   |  | $                             | 100,880  |                        | $ | 3,675                      |  | $            | 11,999   |              | $ | -        |  | $ | 116,554 
|                                                                                         |  |                               |          |                        |   |                            |  |              |          |              |   |          |  |   |         



58



---

Notes . . .





|                                                                                         |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|---------------------------------------------------------------------------------------- |  | ---------------------------- | ------- | - | ---------------------- | - | -------- | -------------------------- |  | - | ------------ | - |  | ------------ | -------- | - |  | - | -------- | -
|STATEMENT OF CASH FLOWS: For the Fiscal Year EndedJune 28, 2009                          |  | Briggs & StrattonCorporation |         |   | Guarantor
Subsidiaries |   |          | Non-Guarantor
Subsidiaries |  |   | Eliminations |   |  | Consolidated |         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                    |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|Net Income (Loss)                                                                        |  | $                            | 31,972  |   |                        | $ | (18,106  | )                          |  | $ | 9,462        |   |  | $            | 8,644    |   |  | $ | 31,972   |  
|Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities: |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|Depreciation and Amortization                                                            |  |                              | 44,476  |   |                        |   | 18,758   |                            |  |   | 4,569        |   |  |              | -        |   |  |   | 67,803   |  
|Stock Compensation Expense                                                               |  |                              | 3,999   |   |                        |   | -        |                            |  |   | -            |   |  |              | -        |   |  |   | 3,999    |  
|Earnings of Unconsolidated Affiliates,                                                   |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|Net of Dividends                                                                         |  |                              | 3,559   |   |                        |   | -        |                            |  |   | 126          |   |  |              | -        |   |  |   | 3,685    |  
|Impairment Charge                                                                        |  |                              | -       |   |                        |   | 4,575    |                            |  |   | -            |   |  |              | -        |   |  |   | 4,575    |  
|Equity in Loss from Subsidiaries                                                         |  |                              | 8,644   |   |                        |   | -        |                            |  |   | -            |   |  |              | (8,644   | ) |  |   | -        |  
|Loss on Disposition of Plant and Equipment                                               |  |                              | 1,959   |   |                        |   | 516      |                            |  |   | 39           |   |  |              | -        |   |  |   | 2,514    |  
|Long-Term Intercompany Notes                                                             |  |                              | (44,384 | ) |                        |   | -        |                            |  |   | 44,384       |   |  |              | -        |   |  |   | -        |  
|Loss on Curtailment of Employee Benefits                                                 |  |                              | 1,190   |   |                        |   | -        |                            |  |   | -            |   |  |              | -        |   |  |   | 1,190    |  
|(Provision) Credit for Deferred Income Taxes                                             |  |                              | 27,624  |   |                        |   | (20,354  | )                          |  |   | 98           |   |  |              | -        |   |  |   | 7,368    |  
|Change in Operating Assets and Liabilities:                                              |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|Decrease in Receivables                                                                  |  |                              | 75,859  |   |                        |   | 413,751  |                            |  |   | 1,860        |   |  |              | (431,661 | ) |  |   | 59,809   |  
|Decrease in Inventories                                                                  |  |                              | 22,808  |   |                        |   | 35,295   |                            |  |   | 3,339        |   |  |              | 368      |   |  |   | 61,810   |  
|(Increase) Decrease in Prepaid Expenses and                                              |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|Other Current Assets                                                                     |  |                              | (15,647 | ) |                        |   | 1,687    |                            |  |   | 808          |   |  |              | -        |   |  |   | (13,152  | )
|Decrease in Accounts Payable, Accrued Liabilities and Income Taxes                       |  |                              | (54,470 | ) |                        |   | (377,898 | )                          |  |   | (24,771      | ) |  |              | 411,821  |   |  |   | (45,318  | )
|Change in Accrued/Prepaid Pension                                                        |  |                              | (8,465  | ) |                        |   | -        |                            |  |   | 24           |   |  |              | -        |   |  |   | (8,441   | )
|Other, Net                                                                               |  |                              | 566     |   |                        |   | (10,530  | )                          |  |   | 4,937        |   |  |              | (367     | ) |  |   | (5,394   | )
|                                                                                         |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|Net Cash Provided by Operating Activities                                                |  |                              | 99,690  |   |                        |   | 47,694   |                            |  |   | 44,875       |   |  |              | (19,839  | ) |  |   | 172,420  |  
|                                                                                         |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                    |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|Additions to Plant and Equipment                                                         |  |                              | (27,166 | ) |                        |   | (10,994  | )                          |  |   | (4,867       | ) |  |              | -        |   |  |   | (43,027  | )
|Proceeds Received on Disposition of Plant and Equipment                                  |  |                              | 1,325   |   |                        |   | 2,316    |                            |  |   | 18           |   |  |              | -        |   |  |   | 3,659    |  
|Cash Paid for Acquisition, Net of Cash Received                                          |  |                              | -       |   |                        |   | -        |                            |  |   | (24,757      | ) |  |              | -        |   |  |   | (24,757  | )
|Cash Investment in Subsidiary                                                            |  |                              | (5,899  | ) |                        |   | -        |                            |  |   | (200         | ) |  |              | 6,099    |   |  |   | -        |  
|Other, Net                                                                               |  |                              | (348    | ) |                        |   | -        |                            |  |   | -            |   |  |              | -        |   |  |   | (348     | )
|                                                                                         |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|Net Cash Used by Investing Activities                                                    |  |                              | (32,088 | ) |                        |   | (8,678   | )                          |  |   | (29,806      | ) |  |              | 6,099    |   |  |   | (64,473  | )
|                                                                                         |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                    |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|Net Repayments on Loans, Notes Payable and Long-Term Debt                                |  |                              | (30,447 | ) |                        |   | (38,804  | )                          |  |   | (35,665      | ) |  |              | 19,839   |   |  |   | (85,077  | )
|Cash Dividends Paid                                                                      |  |                              | (38,171 | ) |                        |   | -        |                            |  |   | -            |   |  |              | -        |   |  |   | (38,171  | )
|Capital Contributions Received                                                           |  |                              | -       |   |                        |   | -        |                            |  |   | 6,099        |   |  |              | (6,099   | ) |  |   | -        |  
|                                                                                         |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|Net Cash Used by Financing Activities                                                    |  |                              | (68,618 | ) |                        |   | (38,804  | )                          |  |   | (29,566      | ) |  |              | 13,740   |   |  |   | (123,248 | )
|                                                                                         |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH                                 |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|AND CASH EQUIVALENTS                                                                     |  |                              | -       |   |                        |   | -        |                            |  |   | (1,175       | ) |  |              | -        |   |  |   | (1,175   | )
|                                                                                         |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     |  |                              | (1,016  | ) |                        |   | 212      |                            |  |   | (15,672      | ) |  |              | -        |   |  |   | (16,476  | )
|Cash and Cash Equivalents, Beginning of Year                                             |  |                              | 2,557   |   |                        |   | 1,089    |                            |  |   | 28,822       |   |  |              | -        |   |  |   | 32,468   |  
|                                                                                         |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  
|Cash and Cash Equivalents, End of Year                                                   |  | $                            | 1,541   |   |                        | $ | 1,301    |                            |  | $ | 13,150       |   |  | $            | -        |   |  | $ | 15,992   |  
|                                                                                         |  |                              |         |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |          |  



59



---

Notes . . .





|                                                                                         |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  
|---------------------------------------------------------------------------------------- |  | ----------------------------- | -------- | - | ---------------------- | - | -------- | -------------------------- |  | - | ------------ | - |  | ------------ | -------- | - |  | - | ------- | -
|STATEMENT OF CASH FLOWS:
For the Fiscal Year Ended June 29, 2008                         |  | Briggs & Stratton
Corporation |          |   | Guarantor
Subsidiaries |   |          | Non-Guarantor
Subsidiaries |  |   | Eliminations |   |  | Consolidated |         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                    |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  
|Net Income (Loss)                                                                        |  | $                             | 22,600   |   |                        | $ | (29,206  | )                          |  | $ | 3,942        |   |  | $            | 25,264   |   |  | $ | 22,600  |  
|Adjustments to Reconcile Net Income to Net Cash Provided (Used) by Operating Activities: |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  
|Depreciation and Amortization                                                            |  |                               | 45,308   |   |                        |   | 19,809   |                            |  |   | 3,769        |   |  |              | -        |   |  |   | 68,886  |  
|Stock Compensation Expense                                                               |  |                               | 4,563    |   |                        |   | -        |                            |  |   | -            |   |  |              | -        |   |  |   | 4,563   |  
|Earnings of Unconsolidated Affiliates, Net of Dividends                                  |  |                               | (758     | ) |                        |   | -        |                            |  |   | (30          | ) |  |              | -        |   |  |   | (788    | )
|Equity in Loss from Subsidiaries                                                         |  |                               | 25,264   |   |                        |   | -        |                            |  |   | -            |   |  |              | (25,264  | ) |  |   | -       |  
|(Gain) Loss on Disposition of Plant and Equipment                                        |  |                               | 1,010    |   |                        |   | 1,728    |                            |  |   | (30          | ) |  |              | -        |   |  |   | 2,708   |  
|Gain on Sale of Investment                                                               |  |                               | (36,960  | ) |                        |   | -        |                            |  |   | -            |   |  |              | -        |   |  |   | (36,960 | )
|Gain on Curtailment of Employee Benefits                                                 |  |                               | -        |   |                        |   | (13,288  | )                          |  |   | -            |   |  |              | -        |   |  |   | (13,288 | )
|(Provision) Credit for Deferred Income Taxes                                             |  |                               | 25,628   |   |                        |   | (14,921  | )                          |  |   | (201         | ) |  |              | -        |   |  |   | 10,506  |  
|Change in Operating Assets and Liabilities:                                              |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  
|(Increase) Decrease in Receivables                                                       |  |                               | 5,221    |   |                        |   | (113,597 | )                          |  |   | (26,155      | ) |  |              | 141,437  |   |  |   | 6,906   |  
|(Increase) Decrease in Inventories                                                       |  |                               | 3,126    |   |                        |   | 19,745   |                            |  |   | (3,572       | ) |  |              | (909     | ) |  |   | 18,390  |  
|Decrease in Prepaid Expenses and Other Current Assets                                    |  |                               | 6,809    |   |                        |   | 2,802    |                            |  |   | 343          |   |  |              | -        |   |  |   | 9,954   |  
|Increase (Decrease) in Accounts Payable, Accrued Liabilities and Income Taxes            |  |                               | 6,985    |   |                        |   | 86,679   |                            |  |   | 16,813       |   |  |              | (132,634 | ) |  |   | (22,157 | )
|Change in Accrued/Prepaid Pension                                                        |  |                               | (2,325   | ) |                        |   | 38       |                            |  |   | 29           |   |  |              | -        |   |  |   | (2,258  | )
|Other, Net                                                                               |  |                               | (4,571   | ) |                        |   | (3,346   | )                          |  |   | (4,035       | ) |  |              | 4,179    |   |  |   | (7,773  | )
|                                                                                         |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  
|Net Cash Provided (Used) by Operating Activities                                         |  |                               | 101,900  |   |                        |   | (43,557  | )                          |  |   | (9,127       | ) |  |              | 12,073   |   |  |   | 61,289  |  
|                                                                                         |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                    |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  
|Additions to Plant and Equipment                                                         |  |                               | (34,805  | ) |                        |   | (28,575  | )                          |  |   | (2,133       | ) |  |              | -        |   |  |   | (65,513 | )
|Proceeds Received on Disposition of Plant and Equipment                                  |  |                               | 434      |   |                        |   | 120      |                            |  |   | 126          |   |  |              | -        |   |  |   | 680     |  
|Proceeds Received on Sale of Investment                                                  |  |                               | 66,011   |   |                        |   | -        |                            |  |   | -            |   |  |              | -        |   |  |   | 66,011  |  
|Cash Investment in Subsidiary                                                            |  |                               | (2,524   | ) |                        |   | -        |                            |  |   | (202         | ) |  |              | 2,726    |   |  |   | -       |  
|Other, Net                                                                               |  |                               | (503     | ) |                        |   | -        |                            |  |   | -            |   |  |              | -        |   |  |   | (503    | )
|                                                                                         |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  
|Net Cash Provided (Used) by Investing Activities                                         |  |                               | 28,613   |   |                        |   | (28,455  | )                          |  |   | (2,209       | ) |  |              | 2,726    |   |  |   | 675     |  
|                                                                                         |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                    |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  
|Net (Repayments) Borrowings on Loans, Notes Payable and Long-Term Debt                   |  |                               | (92,883  | ) |                        |   | 74,118   |                            |  |   | 11,776       |   |  |              | (12,073  | ) |  |   | (19,062 | )
|Issuance Cost of Amended Revolver                                                        |  |                               | (1,286   | ) |                        |   | -        |                            |  |   | -            |   |  |              | -        |   |  |   | (1,286  | )
|Cash Dividends Paid                                                                      |  |                               | (43,560  | ) |                        |   | -        |                            |  |   | -            |   |  |              | -        |   |  |   | (43,560 | )
|Capital Contributions Received                                                           |  |                               | -        |   |                        |   | 383      |                            |  |   | 2,343        |   |  |              | (2,726   | ) |  |   | -       |  
|Stock Option Exercise Proceeds and Tax Benefits                                          |  |                               | 991      |   |                        |   | -        |                            |  |   | -            |   |  |              | -        |   |  |   | 991     |  
|                                                                                         |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  
|Net Cash Provided (Used) by Financing Activities                                         |  |                               | (136,738 | ) |                        |   | 74,501   |                            |  |   | 14,119       |   |  |              | (14,799  | ) |  |   | (62,917 | )
|                                                                                         |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  
|EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS            |  |                               | -        |   |                        |   | -        |                            |  |   | 3,952        |   |  |              | -        |   |  |   | 3,952   |  
|                                                                                         |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                     |  |                               | (6,225   | ) |                        |   | 2,489    |                            |  |   | 6,735        |   |  |              | -        |   |  |   | 2,999   |  
|Cash and Cash Equivalents, Beginning of Year                                             |  |                               | 8,785    |   |                        |   | (1,402   | )                          |  |   | 22,086       |   |  |              | -        |   |  |   | 29,469  |  
|                                                                                         |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  
|Cash and Cash Equivalents, End of Year                                                   |  | $                             | 2,560    |   |                        | $ | 1,087    |                            |  | $ | 28,821       |   |  | $            | -        |   |  | $ | 32,468  |  
|                                                                                         |  |                               |          |   |                        |   |          |                            |  |   |              |   |  |              |          |   |  |   |         |  



60



---

Notes . . .





In prior periods the Company reported eliminations of intercompany gross profit and other income (expense) in the Eliminations column within the Separate
Financial Information of Subsidiary Guarantors of Indebtedness footnote. Under equity accounting, these amounts should be reflected in the Briggs & Stratton Corporation (the Parent) column. In the current period the
Company has revised these disclosures to reflect the elimination of intercompany gross profit and other income (expense) within the Parent Column. The impact of the revision for fiscal years 2009 and 2008 was an increase of $1,553 and a decrease of
$4,954, respectively, to net income of the Parent column. The offsetting impact was to the Eliminations column. The Company considers these revisions to be immaterial to the Separate Financial Information of Subsidiary Guarantors of Indebtedness as
a whole.

The aforementioned revisions also affected the Statements of Cash Flows for the Parent column, the Non-Guarantor Subsidiaries column and the
Eliminations column. The Parent column net cash provided (used) by operating activities decreased by $5,605 and by $3,295 for fiscal years 2009 and 2008, respectively. The Parent column net cash provided (used) by investing activities increased by
$5,605 and by $3,295 for fiscal years 2009 and 2008, respectively. The Non-Guarantor Subsidiaries column net cash provided (used) by operating activities increased by $367 and net cash provided (used) by financing activities decreased by $367 in
fiscal year 2009. The Eliminations column net cash provided (used) by operating activities increased by $5,238 and by $3,295 for fiscal years 2009 and 2008, respectively. The Eliminations column net cash provided (used) by investing activities
decreased by $5,605 and by $3,295 for fiscal years 2009 and 2008, respectively. The Eliminations column net cash used by financing activities increased by $367 in fiscal year 2009. The Company considers these revisions to be immaterial to the
Separate Financial Information of Subsidiary Guarantors of Indebtedness as a whole.

(19) Impairment and Disposal Charges:

Impairment charges were recognized in the Consolidated Statements of Earnings, in the Power Products segment, for $4.6 million pretax ($2.8 million after tax)
during fiscal 2009 related to the closure of the Jefferson and Watertown, WI manufacturing facilities. Additionally, a $1.2 million pretax ($0.7 million after tax) curtailment loss for employee benefits was recorded in fiscal 2009, as further
discussed in Note 15 of the Notes to the Consolidated Financial Statements. Prior to the closure, these facilities manufactured all portable generator, home standby generator and pressure washer products marketed and sold by the Company. This
production was consolidated into existing United States engine and lawn and garden product facilities to optimize plant utilization and achieve better integration between engine and end product design, manufacturing and distribution.

(20) Casualty Event:

On December 1, 2008, a fire
destroyed inventory and equipment in a leased warehouse facility in Dyersburg, TN. The destroyed facility supported the lawn and garden manufacturing operations in Newbern, TN where production was temporarily suspended as replacement parts and
components were expedited. Production at the Newbern plant has since resumed to normal levels.

Assets lost in the fire were valued at approximately
$24.9 million. Total insurance installment proceeds received were $2.6 million and $22.0 million in fiscal 2010 and 2009, respectively. All property losses incurred were covered under property insurance policies subject to a deductible of $0.3
million.



61



---

Report of Independent Registered Public Accounting Firm



To the Board of Directors and Shareholders of
Briggs & Stratton Corporation:

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1)
present fairly, in all material respects, the financial position of Briggs & Stratton Corporation and its subsidiaries at June 27, 2010 and June 28, 2009, and the results of their operations and their cash flows for each of the
three years in the period ended June 27, 2010 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under
Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of June 27, 2010, based on criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The
Companys management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Managements Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement
schedule and on the Companys internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material
respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.

A companys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material
effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

/s/ PricewaterhouseCoopers LLP

Milwaukee, Wisconsin

August 26, 2010



62



---

Quarterly Financial Data, Dividend and Market Information
(Unaudited)





|              |  |              |           |              |   |                   |  |   |        
|------------- |  | ------------ | --------- | ------------ | - | ----------------- |  | - | -------
|              |  | In Thousands
|Quarter
Ended |  | Net
Sales    |           | Gross
Profit |   | Net Income
(Loss)
|Fiscal 2010   |  |              |           |              |   |                   |  |   |        
|September     |  | $            | 324,608   |              | $ | 52,390            |  | $ | (8,687)
|December      |  |              | 393,049   |              |   | 70,650            |  |   | 3,025  
|March         |  |              | 694,575   |              |   | 140,482           |  |   | 24,073 
|June          |  |              | 615,641   |              |   | 116,413           |  |   | 18,203 
|              |  |              |           |              |   |                   |  |   |        
|Total         |  | $            | 2,027,872 |              | $ | 379,935           |  | $ | 36,615 
|              |  |              |           |              |   |                   |  |   |        
|              |  |              |          
|Fiscal 2009   |  |              |           |              |   |                   |  |   |        
|September     |  | $            | 458,151   |              | $ | 64,719            |  | $ | (1,956)
|December      |  |              | 477,481   |              |   | 75,897            |  |   | 3,192  
|March         |  |              | 673,794   |              |   | 112,070           |  |   | 25,411 
|June          |  |              | 482,763   |              |   | 80,993            |  |   | 5,325  
|              |  |              |           |              |   |                   |  |   |        
|Total         |  | $            | 2,092,189 |              | $ | 333,679           |  | $ | 31,972 
|              |  |              |           |              |   |                   |  |   |        



|              |  |                           |       |   |                   |   |                                             |  |     |       |  |   |      
|------------- |  | ------------------------- | ----- | - | ----------------- | - | ------------------------------------------- |  | --- | ----- |  | - | -----
|              |  | Per Share of Common Stock
|              |  |                           |       |   |                   |   | Market Price Rangeon New YorkStock Exchange
|Quarter
Ended |  | NetIncome(Loss) (1)       |       |   | DividendsDeclared |   | High                                        |  | Low
|Fiscal 2010   |  |                           |       |   |                   |   |                                             |  |     |       |  |   |      
|September     |  | $                         | (0.18 | ) |                   | $ | .11                                         |  | $   | 21.48 |  | $ | 12.89
|December      |  |                           | 0.06  |   |                   |   | .11                                         |  |     | 23.34 |  |   | 17.92
|March         |  |                           | 0.48  |   |                   |   | .11                                         |  |     | 20.38 |  |   | 15.68
|June          |  |                           | 0.36  |   |                   |   | .11                                         |  |     | 24.26 |  |   | 18.37
|              |  |                           |       |   |                   |   |                                             |  |     |       |  |   |      
|Total         |  | $                         | 0.73  |   |                   | $ | .44                                         |  |     |       |  |   |      
|              |  |                           |       |   |                   |   |                                             |  |     |       |  |   |      
|              |  |                           |       |  
|Fiscal 2009   |  |                           |       |   |                   |   |                                             |  |     |       |  |   |      
|September     |  | $                         | (.04  | ) |                   | $ | .22                                         |  | $   | 21.51 |  | $ | 11.20
|December      |  |                           | .06   |   |                   |   | .22                                         |  |     | 17.53 |  |   | 11.30
|March         |  |                           | .51   |   |                   |   | .22                                         |  |     | 18.78 |  |   | 11.13
|June          |  |                           | .11   |   |                   |   | .11                                         |  |     | 17.99 |  |   | 13.20
|              |  |                           |       |   |                   |   |                                             |  |     |       |  |   |      
|Total         |  | $                         | .64   |   |                   | $ | .77                                         |  |     |       |  |   |      
|              |  |                           |       |   |                   |   |                                             |  |     |       |  |   |      

The number of record holders of Briggs & Stratton Corporation Common Stock on August 23, 2010 was 3,428.

Net Income (Loss) per share of Common Stock represents Diluted Earnings per Share.

(1) Refer to Note 2 of the Notes to Consolidated Financial Statements, for information about Diluted Earnings per Share. Amounts may not total because of differing
numbers of shares outstanding at the end of each quarter.

(2) As disclosed in Note 11, the third quarter of fiscal 2010 included a $30.6 million pretax
charge ($18.7 million after tax or $0.37 per diluted share) for a litigation settlement.

(3) As disclosed in Note 19, the fourth quarter of fiscal 2009
included a $5.8 million pretax charge ($3.5 million after tax or $0.07 per diluted share) for plant closure costs.



63



---

|ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|------- | ------------------------------------------------------------------------------------

None.



|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

Disclosure Controls and
Procedures

The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, have
evaluated the effectiveness of the Companys disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the
period covered by this report. Based on such evaluation, the Companys Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Companys disclosure controls and procedures are effective in
recording, processing, summarizing, and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act.

Managements Report on Internal Control Over Financial Reporting

The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in
Exchange Act Rule 13a-15(f). The Companys management, with the participation of the Companys Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Companys internal control over financial
reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, the Companys management has concluded that, as of the end of
the period covered by this report, the Companys internal controls over financial reporting were effective.

Because of its inherent limitations,
internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness to future periods are subject to the risk that the controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP, an independent registered
public accounting firm, has audited the Companys consolidated financial statements and the effectiveness of internal controls over financial reporting as of June 27, 2010, as stated in their report which is included herein.

Changes in Internal Control Over Financial Reporting

There
has not been any change in the Companys internal control over financial reporting during the fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial
reporting.



|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

PART III



|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|-------- | ------------------------------------------------------



|(a) | Executive Officers. Reference is made to Executive Officers of Registrant in Part I after Item 4.
|--- | ---------------------------------------------------------------------------------------------------



|(b) | Directors. The information required by this Item is in Briggs & Strattons definitive Proxy Statement, prepared for the 2010 Annual Meeting of Shareholders, under
the caption Election of Directors, and is incorporated herein by reference.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(c) | Section 16 Compliance. The information required by this Item is in Briggs & Strattons definitive Proxy Statement, prepared for the 2010 Annual Meeting of
Shareholders, under the caption Section 16(a) Beneficial Ownership Reporting Compliance, and is incorporated herein by reference.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(d) | Audit Committee Financial Expert. The information required by this Item is in Briggs & Strattons definitive Proxy Statement, prepared for the 2010
Annual Meeting of Shareholders,
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



64



---

| | under the caption Corporate Governance  Audit Committee, and is incorporated herein by reference.
| | ----------------------------------------------------------------------------------------------------



|(e) | Identification of Audit Committee. The information required by this Item is in Briggs & Strattons definitive Proxy Statement, prepared for the 2010 Annual Meeting
of Shareholders, under the caption Corporate Governance  Audit Committee, and is incorporated herein by reference.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(f) | Code of Ethics. Briggs & Stratton has adopted a written code of ethics, referred to as the Briggs & Stratton Business Integrity Manual applicable to all
directors, officers and employees, which includes provisions related to accounting and financial matters applicable to the Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Controller. The Briggs &
Stratton Business Integrity Manual is available on the Companys corporate website at www.briggsandstratton.com. If the Company makes any substantive amendment to, or grants any waiver of, the code of ethics for any director or officer,
Briggs & Stratton will disclose the nature of such amendment or waiver on its corporate website or in a Current Report on Form 8-K.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The information in Briggs &
Strattons definitive Proxy Statement, prepared for the 2010 Annual Meeting of Shareholders, concerning this item, under the captions Compensation Committee Report, Compensation Discussion and Analysis,
Compensation Tables, Agreements with Executives, and Director Compensation is incorporated herein by reference.



|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------

The information in Briggs & Strattons definitive Proxy Statement, prepared for the 2010 Annual Meeting of Shareholders, concerning this item, under
the captions Security Ownership of Certain Beneficial Owners, Security Ownership of Directors and Executive Officers and Equity Compensation Plan Information is incorporated herein by reference.



|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|-------- | -------------------------------------------------------------------------

The information in Briggs & Strattons definitive Proxy Statement, prepared for the 2010 Annual Meeting of Shareholders, concerning this item, under
the captions Corporate Governance  Director Independence and Corporate Governance  Audit Committee is incorporated herein by reference.



|ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES
|-------- | --------------------------------------

The information
required by this Item is in Briggs & Strattons definitive Proxy Statement, prepared for the 2010 Annual Meeting of Shareholders, under the captions Independent Auditors Fees and Corporate Governance  Audit
Committee, and is incorporated herein by reference.

PART IV



|ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|-------- | ------------------------------------------



|(a) | 1. Financial Statements
|--- | -----------------------

The following financial
statements are included under the caption Financial Statements and Supplementary Data in Part II, Item 8 and are incorporated herein by reference:

Consolidated Balance Sheets, June 27, 2010 and June 28, 2009

For the Fiscal Years Ended June 27, 2010, June 28, 2009 and June 29, 2008:

Consolidated Statements of Earnings

Consolidated Statements of Shareholders Investment

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements



65



---

Report of Independent Registered Public Accounting Firm



| | 2. | Financial Statement Schedules
| | -- | -----------------------------

Schedule II 
Valuation and Qualifying Accounts

All other financial statement schedules provided for in the applicable accounting regulations of the
Securities and Exchange Commission are not required under the related instructions.



| | 3. | Exhibits
| | -- | --------

Refer to the Exhibit Index 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.

BRIGGS & STRATTON CORPORATION AND SUBSIDIARIES

SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS

FOR FISCAL YEARS ENDED JUNE 27, 2010, JUNE 28, 2009 AND JUNE 29, 2008



|                                         |  |                           |  |                               |  |                         |  |                    
|---------------------------------------- |  | ------------------------- |  | ----------------------------- |  | ----------------------- |  | -------------------
|Reserve for
Doubtful Accounts
Receivable |  | Balance
Beginning
of Year |  | Additions
Charged
to Earnings |  | Charges to
Reserve, Net |  | Balance
End of
Year
|2010                                     |  | $7,360,000                |  | 7,399,000                     |  | (3,442,000)             |  | $11,317,000        
|2009                                     |  | $5,607,000                |  | 3,558,000                     |  | (1,805,000)             |  | $7,360,000         
|2008                                     |  | $4,102,000                |  | 4,484,000                     |  | (2,979,000)             |  | $5,607,000         



|                                        |  |                           |  |                                                                     |  |                                                                          |  |                    
|--------------------------------------- |  | ------------------------- |  | ------------------------------------------------------------------- |  | ------------------------------------------------------------------------ |  | -------------------
|Deferred Tax
Assets Valuation
Allowance |  | Balance
Beginning
of Year |  | Allowance
Established for New
Operating and Other LossCarryforwards |  | Allowance
Reserved for Loss
Carryforwards Utilized and
Other Adjustments |  | Balance
End of
Year
|2010                                    |  | $6,712,000                |  | 2,418,000                                                           |  | -                                                                        |  | $9,130,000         
|2009                                    |  | $3,788,000                |  | 2,924,000                                                           |  | -                                                                        |  | $6,712,000         
|2008                                    |  | $         -               |  | 3,788,000                                                           |  | -                                                                        |  | $3,788,000         



66



---

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/ David J. Rodgers     
|                |  |                               |  | David J. Rodgers         
|August 26, 2010 |  |                               |  | Senior Vice President and
|                |  |                               |  | Chief Financial Officer  

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.*



|                                          |  |  |  |                              
|----------------------------------------- |  |  |  | -----------------------------
|/s/ Todd J. Teske                         |  |  |  | /s/ Keith R. McLoughlin      
|Todd J. Teske                             |  |  |  | Keith R. McLoughlin          
|President and Chief Executive Officer and |  |  |  | Director                     
|Director (Principal Executive Officer)    |  |  |  |                              
|                                          |  | 
|/s/ David J. Rodgers                      |  |  |  | /s/ Robert J. OToole        
|David J. Rodgers                          |  |  |  | Robert J. OToole            
|Senior Vice President and Chief Financial |  |  |  | Director                     
|Officer (Principal Financial Officer and  |  |  |  |                              
|Principal Accounting Officer)             |  |  |  |                              
|                                          |  | 
|/s/ William F. Achtmeyer                  |  |  |  | /s/ John S. Shiely           
|William F. Achtmeyer                      |  |  |  | John S. Shiely               
|Director                                  |  |  |  | Director                     
|                                          |  | 
|/s/ Michael E. Batten                     |  |  |  | /s/ Charles I. Story         
|Michael E. Batten                         |  |  |  | Charles I. Story             
|Director                                  |  |  |  | Director                     
|                                          |  | 
|/s/ David L. Burner                       |  |  |  | /s/ Brian C. Walker          
|David L. Burner                           |  |  |  | Brian C. Walker              
|Director                                  |  |  |  | Director                     
|                                          |  | 
|                                          |  |  |  | *Each signature affixed as of
|                                          |  |  |  | August 26, 2010.             



67



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BRIGGS & STRATTON CORPORATION

(Commission File No. 1-1370)

EXHIBIT INDEX

2010 ANNUAL
REPORT ON FORM 10-K



|              |  |                                                                                 
|------------- |  | --------------------------------------------------------------------------------
|ExhibitNumber |  | Document Description                                                            
|3.1           |  | Articles of Incorporation.                                                      
|              |  | (Filed as Exhibit 3.2 to the Companys Report on Form 10-Q for the quarter      
|              |  | ended October 2, 1994 and incorporated by reference herein.)                    
|              | 
|3.1 (a)       |  | Amendment to Articles of Incorporation.                                         
|              |  | (Filed as Exhibit 3.1 to the Companys Report on Form 10-Q for the quarter      
|              |  | ended September 26, 2004 and incorporated by reference herein.)                 
|              | 
|3.2           |  | Bylaws, as amended and restated as adopted April 15, 2009.                      
|              |  | (Filed as Exhibit 3.2 to the Companys Report on Form 10-Q for the quarter      
|              |  | ended March 29, 2009 and incorporated by reference herein.)                     
|              | 
|4.0           |  | Rights Agreement dated as of August 7, 1996, as amended through August 12,      
|              |  | 2009, between Briggs & Stratton Corporation and National City Bank which        
|              |  | includes the form of Right Certificate as Exhibit A and the Summary of Rights to
|              |  | Purchase Common Shares as Exhibit B.                                            
|              |  | (Filed as Exhibit 4.1 to the Companys Registration Statement on Form 8-A/A     
|              |  | dated as of August 17, 2009 and incorporated by reference herein.)              
|              | 
|4.1           |  | Amendment to Rights Agreement, dated as of October 13, 2009 between Briggs &    
|              |  | Stratton Corporation and National City Bank.                                    
|              |  | (Filed as Exhibit 4.2 to Amendment No. 3 to the Registration Statement on       
|              |  | Form 8-A/A of the Company dated as of October 13, 2009 and incorporated         
|              |  | herein by reference.)                                                           
|              | 
|4.2           |  | Amendment to Rights Agreement, effective October 22, 2009.                      
|              |  | (Filed as Exhibit 4.2 to the Companys Quarterly Report on Form 10-Q for the    
|              |  | quarter ended September 27, 2009 and incorporated herein by reference.)         
|              | 
|4.6           |  | Indenture dated as of May 14, 2001 between Briggs & Stratton Corporation, the   
|              |  | Guarantors listed on Schedule I thereto and Bank One, N.A., as Trustee,         
|              |  | providing for 8.875% Senior Notes due March 15, 2011 (including form of Note,   
|              |  | form of Notation of Guarantee and other exhibits).                              
|              |  | (Filed as Exhibit 4.9 to the Companys Registration Statement on Form S-3       
|              |  | filed on July 3, 2001, Registration No. 333-64490, and incorporated herein by   
|              |  | reference.)                                                                     
|              | 
|4.7           |  | Form of Supplemental Indenture dated as of May 15, 2001 between Subsequent      
|              |  | Guarantors (Generac Portable Products, Inc., GPPD, Inc., GPPW, Inc. and         
|              |  | Generac Portable Products, LLC), Briggs & Stratton Corporation, and Bank One,   
|              |  | N.A., as Trustee.                                                               
|              |  | (Filed as Exhibit 4.10 to the Companys Registration Statement on Form S-3      
|              |  | filed on July 3, 2001, Registration No. 333-64490, and incorporated herein by   
|              |  | reference.)                                                                     
|              | 
|4.8           |  | First Supplemental Indenture dated as of May 14, 2001 between Briggs &          
|              |  | Stratton Corporation and Bank One, N.A., as Trustee under the Indenture dated   
|              |  | as of June 4, 1997.                                                             
|              |  | (Filed as Exhibit 4.12 to the Companys Registration Statement on Form S-3      
|              |  | filed on July 3, 2001, Registration No. 333-64490, and incorporated herein by   
|              |  | reference.)                                                                     



68



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|              |  |                                                                              
|------------- |  | -----------------------------------------------------------------------------
|ExhibitNumber |  | Document Description                                                         
|4.9           |  | Form of Indenture Supplement to Add a Subsidiary Guarantor dated as of May   
|              |  | 15, 2001 among each Subsidiary Guarantor (Generac Portable Products, Inc.,   
|              |  | GPPD, Inc., GPPW, Inc. and Generac Portable Products, LLC), Briggs &         
|              |  | Stratton Corporation, and Bank One, N.A., as Trustee.                        
|              |  | (Filed as Exhibit 4.13 to the Companys Registration Statement on Form S-3   
|              |  | filed on July 3, 2001, Registration No. 333-64490, and incorporated herein by
|              |  | reference.)                                                                  
|              | 
|10.0*         |  | Amended and Restated Form of Officer Employment Agreement.                   
|              |  | (Filed as Exhibit 10.0 to the Companys Report on Form 8-K dated December    
|              |  | 8, 2008 and incorporated by reference herein.)                               
|              | 
|10.1*         |  | Amended and Restated Supplemental Executive Retirement Plan.                 
|              |  | (Filed as Exhibit 10.2 to the Companys Report on Form 10-Q for the quarter  
|              |  | ended September 30, 2007 and incorporated by reference herein.)              
|              | 
|10.2*         |  | Amended and Restated Economic Value Added Incentive Compensation Plan.       
|              |  | (Filed herewith.)                                                            
|              | 
|10.3*         |  | Amended and Restated Form of Change of Control Employment Agreement.         
|              |  | (Filed as Exhibit 10.3 to the Companys Report on Form 10-K for fiscal year  
|              |  | ended June 28, 2009 and incorporated herein by reference.)                   
|              | 
|10.3 (a)      |  | Amended and Restated Form of Change of Control Employment Agreement for      
|              |  | new officers of the Company.                                                 
|              |  | (Filed as Exhibit 10.1 to the Companys Report on Form 8-K dated October     
|              |  | 14, 2009 and incorporated by reference herein.)                              
|              | 
|10.4*         |  | Trust Agreement with an independent trustee to provide payments under various
|              |  | compensation agreements with Company employees upon the occurrence of a      
|              |  | change in control.                                                           
|              |  | (Filed as Exhibit 10.5 (a) to the Companys Annual Report on Form 10-K for   
|              |  | fiscal year ended July 2, 1995 and incorporated by reference herein.)        
|              | 
|10.4 (a)*     |  | Amendment to Trust Agreement with an independent trustee to provide          
|              |  | payments under various compensation agreements with Company employees.       
|              |  | (Filed as Exhibit 10.5 (b) to the Companys Annual Report on Form 10-K for   
|              |  | fiscal year ended July 2, 1995 and incorporated by reference herein.)        
|              | 
|10.5*         |  | 1999 Amended and Restated Stock Incentive Plan.                              
|              |  | (Filed as Exhibit A to the Companys 1999 Annual Meeting Proxy Statement     
|              |  | and incorporated by reference herein.)                                       
|              | 
|10.5 (a)*     |  | Amendment to Stock Incentive Plan.                                           
|              |  | (Filed as Exhibit 10.2 to the Companys Report on Form 10-Q for the quarter  
|              |  | ended March 30, 2003 and incorporated by reference herein.)                  
|              | 
|10.5 (b)*     |  | Amendment to Stock Incentive Plan.                                           
|              |  | (Filed as Exhibit 10.5 (c) to the Companys Report on Form 10-K for fiscal   
|              |  | year ended June 27, 2004 and incorporated by reference herein.)              
|              | 
|10.5 (c)*     |  | Amended and Restated Briggs & Stratton Corporation Incentive Compensation    
|              |  | Plan.                                                                        
|              |  | (Filed herewith.)                                                            
|              | 
|10.6*         |  | Amended and Restated Briggs & Stratton Premium Option and Stock Award        
|              |  | Program as is effective beginning with plan year 2010.                       
|              |  | (Filed herewith.)                                                            
|              | 
|10.6 (a)*     |  | Amended Form of Stock Option Agreement under the Premium Option and Stock    
|              |  | Award Program.                                                               
|              |  | (Filed as Exhibit 10.6 (d) to the Companys Report on Form 10-K for year     
|              |  | ended June 28, 2009 and incorporated herein by reference.)                   



69



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|               |  |                                                                                                                                                                                                                                               
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|,ExhibitNumber |  | Document Description                                                                                                                                                                                                                          
|               | 
|10.6 (b)*      |  | Amended Form of Restricted Stock Award Agreement Under the Premium Option
and Stock Award Program. (Filed herewith.)                                                                                                                          
|               | 
|10.6 (c)*      |  | Amended Form of Deferred Stock Award Agreement Under the Premium Option
and Stock Award Program. (Filed
herewith.)                                                                                                                            
|               | 
|10.7*          |  | Amended and Restated Powerful Solution Incentive Compensation Program.
(Filed as Exhibit 10.7 to the Companys Report on Form 10-K for fiscal year
ended June 29, 2008 and incorporated by reference herein.)                                 
|               | 
|10.8*          |  | Amended and Restated Supplemental Employee Retirement Plan.
(Filed as Exhibit 10.3 to the Companys Report on Form 10-Q for the quarter
ended September 30, 2007 and incorporated by reference herein.)                                       
|               | 
|10.9           |  | Briggs & Stratton Corporation Incentive Compensation Plan Performance Share
Award Agreement, effective immediately. (Filed
herewith.)                                                                                                         
|               | 
|10.11*         |  | Amended and Restated Deferred Compensation Plan for Directors.
(Filed as Exhibit 10.6 to the Companys Report on Form 10-Q for the quarter
ended December 30, 2007 and incorporated by reference herein.)                                     
|               | 
|10.11 (a)*     |  | Amendment to the Deferred Compensation Plan for Directors.
(Filed as Exhibit 10.11 to the Companys Report on Form 10-Q for the quarter
ended December 28, 2008 and incorporated by reference herein.)                                        
|               | 
|10.12*         |  | Amended and Restated Directors Premium Option and Stock Grant Program.
(Filed as Exhibit 10.12 to the Companys Report on Form 10-K for fiscal yearended July 3, 2005 and incorporated by reference herein.)                                 
|               | 
|10.12 (a)*     |  | Form of Directors Stock Option Agreement under the Directors Premium Option
and Stock Grant Program. (Filed as Exhibit 10.12
(a) to the Companys Report on Form 10-Q for quarter ended April 2, 2006 and incorporated by reference
herein.)
|               | 
|10.13*         |  | Summary of Director Compensation.
(Filed as Exhibit 10.5 to the Companys Report on Form 10-Q for the quarter
ended September 30, 2007 and incorporated by reference herein.)                                                                 
|               | 
|10.13 (a)*     |  | Summary of Changes to Director Compensation.
(Filed as Exhibit 10.5 to the Companys Report on Form 10-Q for the quarter
ended December 30, 2007 and incorporated by reference herein.)                                                       
|               | 
|10.14*         |  | Executive Life Insurance Plan.
(Filed as Exhibit 10.17 to the Companys Annual Report on Form 10-K for
fiscal year ended June 27, 1999 and incorporated by reference herein.)                                                                 
|               | 
|10.14 (a)*     |  | Amendment to Executive Life Insurance Program.
(Filed as Exhibit 10.14 (a) to the Companys Report on Form 10-K for fiscal
year ended June 29, 2003 and incorporated by reference herein.)                                                    
|               | 
|10.14 (b)*     |  | Amendment to Executive Life Insurance Plan.
(Filed as Exhibit 10.14 (b) to the Companys Report on Form 10-K for fiscal
year ended June 27, 2004 and incorporated by reference herein.)                                                       
|               | 
|10.15*         |  | Amended and Restated Key Employees Savings and Investment Plan.
(Filed as Exhibit 10.4 to the Companys Report on Form 10-Q for the quarter
ended September 30, 2007 and incorporated by reference herein.)                                   
|               | 
|10.15 (a)*     |  | Amendment to Key Employees Savings and Investment Plan.
(Filed as Exhibit 10.7 to the Companys Report on Form 10-Q for the quarter
ended December 30, 2007 and incorporated by reference herein.)                                            



70



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|               |  |                                                                                       
|-------------- |  | --------------------------------------------------------------------------------------
|,ExhibitNumber |  | Document Description                                                                  
|               | 
|10.15 (b)*     |  | Amendment to Key Employees Savings and Investment Plan.                               
|               |  | (Filed as Exhibit 10.0 to the Companys Report on Form 10-Q for the quarter           
|               |  | ended March 30, 2008 and incorporated by reference herein.)                           
|               | 
|10.15 (c)*     |  | Amendment to Key Employee Savings and Investment Plan.                                
|               |  | (Filed as Exhibit 10.15 to the Companys Report on Form 10-Q for the quarter          
|               |  | ended October 1, 2006 and incorporated by reference herein.)                          
|               | 
|10.15 (d)*     |  | Amendment to the Key Employee Savings and Investment Plan.                            
|               |  | (Filed as Exhibit 10.15 to the Companys Report on Form 10-Q for the quarter          
|               |  | ended December 28, 2008 and incorporated by reference herein.)                        
|               | 
|10.15 (e)*     |  | Amendment to the Key Employee Savings and                                             
|               |  | Investment Plan, adopted by the Board of Directors on October 21, 2009.               
|               |  | (Filed as Exhibit 10.15 to the Companys Quarterly Report on Form 10-Q for            
|               |  | the quarter ended September 27, 2009 and incorporated herein by reference.)           
|               | 
|10.16*         |  | Consultant Reimbursement Arrangement.                                                 
|               |  | (Filed as Exhibit 10.19 to the Companys Annual Report on Form 10-K for               
|               |  | fiscal year ended June 27, 1999 and incorporated by reference herein.)                
|               | 
|10.17*         |  | Briggs & Stratton Product Program.                                                    
|               |  | (Filed as Exhibit 10.18 to the Companys Annual Report on Form 10-K for               
|               |  | fiscal year ended June 30, 2002 and incorporated by reference herein.)                
|               | 
|10.17 (a)*     |  | Amendment to the Briggs & Stratton Product Program.                                   
|               |  | (Filed herewith.)                                                                     
|               | 
|10.18*         |  | Early Retirement Agreement between Briggs & Stratton Corporation and John S.          
|               |  | Shiely.                                                                               
|               |  | (Filed as Exhibit 10.1 to the Companys Report on Form 8-K dated August 21,           
|               |  | 2009 and incorporated by reference herein.)                                           
|               | 
|10.20          |  | Asset Purchase Agreement, dated January 25, 2005, by and among Briggs &               
|               |  | Stratton Power Products Group, LLC, Briggs & Stratton Canada Inc., Murray, Inc.       
|               |  | and Murray Canada Co.                                                                 
|               |  | (Filed as Exhibit 10.1 to the Companys Report on Form 8-K dated                      
|               |  | January 25, 2005 and incorporated by reference herein.)                               
|               | 
|10.21          |  | Transition Supply Agreement, dated February 11, 2005, between Briggs & Stratton       
|               |  | Power Products Group, LLC and Murray, Inc.                                            
|               |  | (Form of Transition Supply Agreement filed as Exhibit 10.2 to the Companys           
|               |  | Report on Form 8-K dated January 25, 2005 and incorporated by reference               
|               |  | herein.)                                                                              
|               | 
|10.22*         |  | Employment Agreement entered into on January 1, 2009 between Briggs & Stratton        
|               |  | Corporation and Michael D. Schoen.                                                    
|               |  | (Filed as Exhibit 10.22 to the Companys Annual Report on Form 10-K for               
|               |  | fiscal year ended June 28, 2009 and incorporated herein by reference.)                
|               | 
|10.23 (c)      |  | Amended and Restated Multicurrency Credit Agreement, dated July 12, 2007,             
|               |  | among Briggs & Stratton Corporation, the financial institutions party hereto, and J.P.
|               |  | Morgan Chase Bank, N.A., La Salle Bank National Association, M&I Marshall &           
|               |  | Ilsley Bank, U.S. Bank, National Association, as co-documentation agents, and         
|               |  | Bank of America, N.A., as administrative agent, issuing bank and swing line bank,     
|               |  | and Banc of America Securities LLC, lead arranger and book manager.                   
|               |  | (Filed as Exhibit 4.1 to the Companys Report on Form 8-K dated July 12,              
|               |  | 2007 and incorporated by reference herein.)                                           
|               | 
|10.24          |  | Class B Preferred Share Redemption Agreement.                                         
|               |  | (Filed as Exhibit 10.4 to the Companys Report on Form 10-Q for the quarter           
|               |  | ended December 30, 2007 and incorporated by reference herein.)                        



71



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|              |  |                                                                             
|------------- |  | ----------------------------------------------------------------------------
|ExhibitNumber |  | Document Description                                                        
|10.25         |  | Victa Agreement.                                                            
|              |  | (Filed as Exhibit 10.25 to the Companys Report on Form 10-K for fiscal year
|              |  | ended June 29, 2008 and incorporated by reference herein.)                  
|              | 
|10.26         |  | Stipulation of Settlement, dated February 24, 2010.                         
|              |  | (Filed as Exhibit 10.1 to the Companys Current Report on Form 8-K          
|              |  | dated February 24, 2010 and incorporated herein by reference.)              
|              | 
|12            |  | Computation of Ratio of Earnings to Fixed Charges.                          
|              |  | (Filed herewith.)                                                           
|              | 
|18.0          |  | Letter from PricewaterhouseCoopers LLP re Change in Accounting Principal.   
|              |  | (Filed as Exhibit 18.0 to the Companys Report on Form 10-Q for the quarter 
|              |  | ended September 30, 2007 and incorporated by reference herein.)             
|              | 
|21            |  | Subsidiaries of the Registrant.                                             
|              |  | (Filed herewith.)                                                           
|              | 
|23.1          |  | Consent of PricewaterhouseCoopers LLP, an Independent Registered Public     
|              |  | Accounting Firm.                                                            
|              |  | (Filed herewith.)                                                           
|              | 
|31.1          |  | Certification of Principal Executive Officer pursuant to Section 302 of the 
|              |  | Sarbanes-Oxley Act of 2002.                                                 
|              |  | (Filed herewith.)                                                           
|              | 
|31.2          |  | Certification of Principal Financial Officer pursuant to Section 302 of the 
|              |  | Sarbanes-Oxley Act of 2002.                                                 
|              |  | (Filed herewith.)                                                           
|              | 
|32.1          |  | Certification of the Chief Executive Officer pursuant to Section 906 of the 
|              |  | Sarbanes-Oxley Act of 2002.                                                 
|              |  | (Furnished herewith.)                                                       
|              | 
|32.2          |  | Certification of the Chief Financial Officer pursuant to Section 906 of the 
|              |  | Sarbanes-Oxley Act of 2002.                                                 
|              |  | (Furnished herewith.)                                                       





|* | Management contracts and executive compensation plans and arrangements required to be filed as exhibits pursuant to Item 15(a)(3) of Form 10-K.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------



72