##### Table of Contents

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 28, 2009                 |  | 
| |  |            |  | 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 No ü

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     No ü

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.

[  ü]

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 üAccelerated 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 $752.4 million based on the
reported last sale price of such securities as of December 26, 2008, the last business day of the most recently completed second fiscal quarter.

Number of
Shares of Common Stock Outstanding at August 24, 2009: 50,002,339.

DOCUMENTS INCORPORATED BY REFERENCE



|                                                       |  |                                                                   
|------------------------------------------------------ |  | ------------------------------------------------------------------
|Document                                               |  | Part of Form 10-K Into Which Portions of Document are Incorporated
|Proxy Statement for Annual Meeting on October 21, 2009 |  | Part III                                                          
|                                                       | 
|The Exhibit Index is located on page 66.               |  |                                                                   



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BRIGGS & STRATTON CORPORATION

FISCAL 2009 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.  |  | Submission of Matters to a Vote of Security Holders                                                              |  | 11  
|         |  | Executive Officers of the Registrant                                                                             |  | 12  
|PART II  |  |                                                                                                                  |  |     
|Item 5.  |  | Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities |  | 13  
|Item 6.  |  | Selected Financial Data                                                                                          |  | 14  
|Item 7.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                            |  | 15  
|Item 7A. |  | Quantitative and Qualitative Disclosures About Market Risk                                                       |  | 23  
|Item 8.  |  | Financial Statements and Supplementary Data                                                                      |  | 26  
|Item 9.  |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                             |  | 62  
|Item 9A. |  | Controls and Procedures                                                                                          |  | 62  
|Item 9B. |  | Other Information                                                                                                |  | 62  
|PART III |  |                                                                                                                  |  |     
|Item 10. |  | Directors, Executive Officers and Corporate Governance                                                           |  | 62  
|Item 11. |  | Executive Compensation                                                                                           |  | 63  
|Item 12. |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                   |  | 63  
|Item 13. |  | Certain Relationships and Related Transactions, and Director Independence                                        |  | 63  
|Item 14. |  | Principal Accountant Fees and Services                                                                           |  | 63  
|PART IV  |  |                                                                                                                  |  |     
|Item 15. |  | Exhibits and Financial Statement Schedules                                                                       |  | 63  
|         |  | Signatures                                                                                                       |  | 65  

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 actions of customers of our OEM customers; 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 cubic centimeters 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 home standby), pressure washers, snow throwers, lawn and garden powered equipment (riding
and walk behind mowers, tillers, chipper/shredders, leaf blowers and vacuums) and related 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 81% of the segments fiscal 2009 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 19% of engine sales to OEMs in fiscal 2009 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 2009, 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 2009, 2008 and 2007 were Husqvarna Outdoor Products Group (HOP), MTD Products Inc. (MTD) and
Deere & Company. Sales to the top three customers combined were 41%, 42% and 54% of Engines segment net sales in fiscal 2009, 2008 and 2007, 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 2009 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. Briggs & Stratton believes that a similar trend has developed for its products in industrial and consumer applications outside of the lawn and garden market.

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 enhance 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, 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 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 has been 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



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piston rings, spark plugs, valves, ductile and grey iron castings, plastic components, some stampings and 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, Giant Vac, John Deere, 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 35%, 34% and 38% of Power Products segment net sales in fiscal 2009, 2008 and 2007,
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. (Generac) (portable and standby
generators), Alfred Karcher GmbH & Co. (pressure washers), 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), Scag Power Equipment, a Division of Metalcraft of Mayville, Inc. (commercial lawn mowers), and Husqvarna Outdoor Power Equipment (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

Sales of Power Products products 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 Jefferson and Watertown, Wisconsin; McDonough, Georgia; Munnsville, New York; Newbern, Tennessee; and Sydney,
Australia. Power Products also purchases certain powered equipment under contract manufacturing agreements.



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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.

In July 2009, the Company announced plans to
close its Jefferson and Watertown, Wisconsin facilities. This production will be consolidated into existing United States engine and lawn and garden product 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 28, 2009, June 29, 2008 and July 1, 2007,
Briggs & Stratton spent approximately $23.0 million, $26.5 million and $25.7 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 2009 was 7,024. Employment ranged from a low of 6,847 in June 2009 to a high of 7,212 in
September 2008.

Export Sales

Export sales for fiscal 2009, 2008 and 2007
were $399.6 million (19% of net sales), $469.9 million (22% of net sales) and $388.9 million (18% 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. We manufacture throughout the year although 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.



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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.

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 2009, our three largest customers accounted for 28% 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 2009, we derived approximately 24% 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 hurt 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 June 28, 2009, we had
$281.1 million of long-term debt. In addition, we have the ability to incur additional borrowings on our revolving credit facility. Our level of debt 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, 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 restrictive covenants under the indenture governing the senior notes and our revolving credit facility could trigger prepayment obligations.

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 are causing 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,



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financial condition and results of operations will likely be materially and adversely affected. Additionally, our 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 28, 2009, goodwill was 16% 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 the estimated 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. If the current worldwide economic downturn continues, it 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 change 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. 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. Moreover, future changes to the accounting and reporting standards related to pension plans could create significant
volatility in our operating results.

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 environmental, health and safety laws and regulations.

We are subject to various laws and regulations relating to the protection of the environment
and 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 any environmental regulations could subject us to future liabilities, fines or penalties
or the suspension of production.



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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 related to our current and/or acquired
businesses 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.

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.

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;
|- |  | -----------------------------------



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| |  | 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 7.1 million square feet, of which 55% is owned, including its corporate offices and an engine
manufacturing facility located in Wauwatosa, Wisconsin. Facilities outside of the United States occupy approximately 878 thousand square feet, of which 45% 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 28, 2009:



|                           |  |                                     |  |                  |  |                   
|-------------------------- |  | ----------------------------------- |  | ---------------- |  | ------------------
|Location                   |  | Type of Property                    |  | Owned/Leased     |  | Segment           
|U.S. Locations:            |  |                                     |  |                  |  |                   
|Auburn, Alabama            |  | Manufacturing and office            |  | Owned and Leased |  | Engines           
|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    
|Watertown, Wisconsin       |  | Manufacturing and warehouse         |  | Leased           |  | Power Products    
|Wauwatosa, Wisconsin       |  | Manufacturing, office and warehouse |  | Owned            |  | Engines, 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           

In July 2009, the Company announced plans to close its Jefferson and Watertown, Wisconsin facilities. This production will
be consolidated into existing United States engine and lawn and garden product facilities.



|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 have filed complaints in state and federal courts across the
country against the Company and other engine and lawnmower manufacturers alleging, among other things, 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 by Judge Murphy of the United States District Court for the Southern District of Illinois.
Since that time, plaintiffs have filed 66 separate 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. In these various actions, plaintiffs seek injunctive relief, compensatory and punitive damages, and attorneys fees. Plaintiffs have also filed state and federal
antitrust and RICO claims and seek a nationwide class based on these claims. However, in May 2008 Judge Murphy dismissed similar RICO claims with prejudice.

On
September 25, 2008, the Company, along with several other defendants, filed a motion with the Judicial Panel on Multidistrict Litigation seeking to transfer all pending actions, and any subsequently filed similar



10



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##### Table of Contents

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 held an initial hearing in the action. At that hearing, the court appointed lead plaintiffs class counsel, liaison counsel for defendants, and entered a stay of all litigation in all cases for 120 days
so that the parties may conduct mediation in an effort to resolve all outstanding litigation. Since that order, on May 28, 2009 the Court entered an additional stay until August 28, 2009 to allow those mediation efforts to continue. The
Company has yet to answer or otherwise plead in response to any of the complaints filed to date.

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 effect on its financial position.



|ITEM 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

No matters were submitted to a
vote of security holders, through the solicitation of proxies or otherwise, during the three months ended June 28, 2009.



11



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|                                                                                              |  |                                                                                                                                                                                                                                                                                                                                                                                                 
|--------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Executive Officers of the Registrant                                                          |  |                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                              | 
|Name, Age, Position                                                                           |  | Business Experience for Past Five Years                                                                                                                                                                                                                                                                                                                                                         
|                                                                                              | 
|JOHN S. SHIELY, 57 Chairman and Chief Executive Officer (1)(2)(3)                             |  | Mr. Shiely was elected to his current position effective September 2008, after serving as Chairman, President and Chief Executive Officer since January 2003. Mr. Shiely will retire
as Chief Executive Officer on December 31, 2009.                                                                                                                                                           
|                                                                                              | 
|TODD J. TESKE, 44 President and Chief Operating Officer (1)                                   |  | Mr. Teske was elected to his current position effective September 2008 after serving 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 will become President and Chief Executive Officer on January 1, 2010.
|                                                                                              | 
|JAMES E. BRENN, 61 Senior Vice President and Chief Financial
Officer                          |  | Mr. Brenn was elected to his current position in October 1998, after serving as Vice President and Controller since November 1988.                                                                                                                                                                                                                                                              
|                                                                                              | 
|RANDALL R. CARPENTER, 52 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, 46 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, 61 Secretary                                                                 |  | Mr. Heath was elected to his current position in January 2002. In addition, Mr. Heath is Vice President and General Counsel and has served in these positions since January 2001.                                                                                                                                                                                                               
|                                                                                              | 
|HAROLD L. REDMAN, 44 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, 53 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, 38 Controller                                                               |  | Mr. Rodgers was elected as an executive officer in September 2007 and has served as Controller since December 2006. 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, 61 Senior Vice President 
Administration                                   |  | Mr. Savage was elected to his current position effective July 1997.                                                                                                                                                                                                                                                                                                                             
|                                                                                              | 
|VINCENT R. SHIELY, 49 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                                                                                                                                                                  



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|                                                                                       |  |                                                                                                                                                                                                                                                                                                                                                
|-------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                       |  | 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, 54 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, 50 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) John S. Shiely and Vincent R. Shiely are brothers.

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

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 2009.

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, 2004 in
each of Briggs & Stratton common stock, the Standard & Poors (S&P) Smallcap 600 Index and the S&P Machinery Index.

LOGO



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



|                                                                         |  |      |           |      |   |           |  |   |           |   |      |   |           |  |   |          
|------------------------------------------------------------------------ |  | ---- | --------- | ---- | - | --------- |  | - | --------- | - | ---- | - | --------- |  | - | ---------
|Fiscal Year                                                              |  | 2009 |           | 2008 |   | 2007      |  |   | 2006      |   | 2005
|(dollars in thousands, except per share data)                            |  |      |           |      |   |           |  |   |           |   |      |   |           |  |   |          
|                                                                         |  |      |           |      |  
|SUMMARY OF OPERATIONS (1) (2)                                            |  |      |           |      |   |           |  |   |           |   |      |   |           |  |   |          
|NET SALES                                                                |  | $    | 2,092,189 |      | $ | 2,151,393 |  | $ | 2,156,833 |   |      | $ | 2,539,671 |  | $ | 2,651,975
|GROSS PROFIT ON SALES                                                    |  |      | 333,679   |      |   | 307,316   |  |   | 295,198   |   |      |   | 495,345   |  |   | 508,691  
|PROVISION (CREDIT) FOR INCOME TAXES                                      |  |      | 8,437     |      |   | 7,009     |  |   | (3,399    | ) |      |   | 52,533    |  |   | 59,890   
|INCOME BEFORE EXTRAORDINARY GAIN                                         |  |      | 31,972    |      |   | 22,600    |  |   | 6,701     |   |      |   | 105,981   |  |   | 120,525  
|INCOME BEFORE EXTRAORDINARY GAIN PER SHARE OF COMMON STOCK:              |  |      |           |      |   |           |  |   |           |   |      |   |           |  |   |          
|Basic Earnings                                                           |  |      | 0.64      |      |   | 0.46      |  |   | 0.13      |   |      |   | 2.06      |  |   | 2.34     
|Diluted Earnings                                                         |  |      | 0.64      |      |   | 0.46      |  |   | 0.13      |   |      |   | 2.05      |  |   | 2.32     
|PER SHARE OF COMMON STOCK:                                               |  |      |           |      |   |           |  |   |           |   |      |   |           |  |   |          
|Cash Dividends                                                           |  |      | .77       |      |   | .88       |  |   | .88       |   |      |   | .88       |  |   | .68      
|Shareholders Investment                                                 |  | $    | 14.01     |      | $ | 16.90     |  | $ | 16.94     |   |      | $ | 20.47     |  | $ | 18.28    
|WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in 000s) |  |      | 49,572    |      |   | 49,549    |  |   | 49,715    |   |      |   | 51,479    |  |   | 51,472   
|DILUTED NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in 000s)          |  |      | 49,725    |      |   | 49,652    |  |   | 49,827    |   |      |   | 51,594    |  |   | 51,954   
|                                                                         |  |      |           |      |  
|OTHER DATA (1) (2)                                                       |  |      |           |      |   |           |  |   |           |   |      |   |           |  |   |          
|SHAREHOLDERS INVESTMENT                                                 |  | $    | 694,684   |      | $ | 837,523   |  | $ | 838,454   |   |      | $ | 1,045,492 |  | $ | 943,837  
|LONG-TERM DEBT                                                           |  |      | 281,104   |      |   | 365,555   |  |   | 384,048   |   |      |   | 383,324   |  |   | 486,321  
|CAPITAL LEASES                                                           |  |      | 1,807     |      |   | 1,677     |  |   | 2,379     |   |      |   | 1,385     |  |   | 1,988    
|TOTAL ASSETS                                                             |  |      | 1,619,023 |      |   | 1,833,294 |  |   | 1,884,468 |   |      |   | 2,049,436 |  |   | 2,072,538
|PLANT AND EQUIPMENT                                                      |  |      | 995,682   |      |   | 1,012,987 |  |   | 1,006,402 |   |      |   | 1,008,164 |  |   | 1,005,644
|PLANT AND EQUIPMENT, NET OF RESERVES                                     |  |      | 364,175   |      |   | 391,833   |  |   | 388,318   |   |      |   | 430,288   |  |   | 447,255  
|PROVISION FOR DEPRECIATION                                               |  |      | 63,981    |      |   | 65,133    |  |   | 70,379    |   |      |   | 72,734    |  |   | 66,348   
|EXPENDITURES FOR PLANT AND EQUIPMENT                                     |  |      | 43,027    |      |   | 65,513    |  |   | 68,000    |   |      |   | 69,518    |  |   | 86,075   
|WORKING CAPITAL                                                          |  | $    | 557,431   |      | $ | 644,935   |  | $ | 519,023   |   |      | $ | 680,606   |  | $ | 761,037  
|Current Ratio                                                            |  |      | 2.9 to 1  |      |   | 2.9 to 1  |  |   | 2.1 to 1  |   |      |   | 3.0 to 1  |  |   | 3.1 to 1 
|NUMBER OF EMPLOYEES AT YEAR-END                                          |  |      | 6,847     |      |   | 7,145     |  |   | 7,260     |   |      |   | 8,701     |  |   | 9,073    
|NUMBER OF SHAREHOLDERS AT YEAR-END                                       |  |      | 3,509     |      |   | 3,545     |  |   | 3,693     |   |      |   | 3,874     |  |   | 4,058    
|QUOTED MARKET PRICE:                                                     |  |      |           |      |   |           |  |   |           |   |      |   |           |  |   |          
|High                                                                     |  | $    | 21.51     |      | $ | 33.40     |  | $ | 33.07     |   |      | $ | 40.38     |  | $ | 44.50    
|Low                                                                      |  | $    | 11.13     |      | $ | 12.80     |  | $ | 24.29     |   |      | $ | 30.01     |  | $ | 30.83    



|(1) | The amounts include the acquisitions of Victa Lawncare Pty. Limited since June 30, 2008 and certain assets of Murray, Inc. since February 11, 2005.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------



|(2) | Share data adjusted for effect of 2-for-1 stock split effective October 29, 2004.
|--- | ---------------------------------------------------------------------------------



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

Results of Operations

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 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. As previously mentioned, a $5.8 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.



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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.

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.

FISCAL 2008 COMPARED TO FISCAL 2007

Net Sales

Fiscal 2008 consolidated net sales were approximately $2.15 billion, a decrease of $5.4 million compared to the previous year.
The decrease is due to the net effect of lower sales volumes in both segments offset by a favorable mix of product and currency exchange rates in the Engines segment.

Engines segment net sales were $1.46 billion compared to $1.45 billion in the prior year, an increase of $12.8 million or 1%. This increase reflects the impact of a favorable mix of shipped products and a favorable currency exchange rate
offset by a 4% reduction of engine shipments. The decrease in unit volume was primarily due to the lower demand for engine powered lawn and garden equipment in the U.S.

Power Products segment net sales were $870.4 million in fiscal 2008 compared to $890.0 million in fiscal 2007, a decrease of $19.6 million or 2%. This decrease was due to a reduction in unit shipments in each product category except
shipments of lawn and garden equipment to mass retailers, which reflected product placement that the Company did not have in the prior year. Generally, these sales decreases reflect weak consumer demand for outdoor power equipment.

Gross Profit

Consolidated gross profit was $307.3 million in fiscal 2008 compared to
$295.2 million in fiscal 2007, an increase of $12.1 million or 4%. 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 fiscal 2007, the Company recorded impairment charges of $43.1 million ($26.2 million, net of
taxes) related to write-downs of assets primarily associated with the announced rationalization of two manufacturing plants and $5.0 million pretax ($3.4 million after tax) expense from the snow engine recall. After considering the impact of these
items, consolidated gross profit declined $29.5 million, primarily the result of lower sales volumes and lower utilization of production facilities.

Engines segment
gross profit increased to $271.0 million in fiscal 2008 from $216.9 million in fiscal 2007, an increase of $54.1 million. Engines segment gross profit margins increased to 18.6% in fiscal 2008 from 15.0% in fiscal 2007. Approximately $20.4 million
of the improvement is due to fiscal 2007 expenses incurred with the write-down of assets associated primarily with the rationalization of a major manufacturing plant in the United States that were not incurred in fiscal 2008, offset by the increased
expense of the snow engine recall in fiscal 2008. The balance of the improvement resulted primarily from $23.1 million of manufacturing cost reductions primarily from the rationalization of the manufacturing plant in the United States. A favorable
product mix and favorable currency exchange rates were offset by decreases in unit volume.

The Power Products segment gross profit decreased to $39.4 million in
fiscal 2008 from $80.4 million in fiscal 2007, a decrease of $41.0 million. The Power Products segment gross profit margins decreased to 4.5% in fiscal



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2008 from 9.0% in fiscal 2007. As previously mentioned, 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 fiscal 2007, asset impairment charges of $9.2 million were recorded, primarily related to the write-down of assets
at this same facility. After considering the impact of these items, gross margins decreased $63.5 million, primarily the result of $22.8 million of manufacturing cost increases due to under utilization of production facilities, $16.5 million of
inefficiencies related to the initial year of a plant start-up and $19.2 million of increased costs for raw materials and components.

Engineering, Selling,
General and Administrative Costs

Engineering, selling, general and administrative costs increased to $281.0 million in fiscal 2008 from $263.0 million in fiscal
2007, an increase of $17.9 million. Engineering, selling, general and administrative costs as a percent of sales increased to 13.1% in fiscal 2008 from 12.2% in fiscal 2007.

The increase in engineering, selling, general and administrative expenses was due to planned increases in salaries and benefits of $10.0 million, $2.2 million of increased engineering costs and increased selling, marketing and advertising
expenses of $1.4 million.

Interest Expense

Interest expense decreased $5.6
million in fiscal 2008 compared to fiscal 2007. The decrease is attributable to lower average borrowings between years for working capital requirements and lower average interest rates.

Other Income

Other income increased $26.6 million in fiscal 2008 as compared to fiscal 2007. This increase is primarily due to the $8.6
million gain on the redemption of preferred stock and $18.3 million of additional dividends received on this stock compared to the prior year.

Provision for
Income Taxes

The effective tax rate was 23.7% for fiscal 2008 and 102.9% for fiscal 2007. The fiscal 2008 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 the benefit from research credits. In 2007, the combination of similar exclusion, the research credit and
production activity deduction with a small pretax financial loss effectively increased the total tax (benefit) by an amount greater than the pretax loss.

Liquidity and Capital Resources

FISCAL YEARS 2009, 2008 AND 2007

Cash flows from operating activities were $172 million, $61 million and $88 million in fiscal 2009, 2008 and 2007, respectively.

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.

The fiscal 2008 cash flows from operating activities were $27 million less than the prior year. This decrease is primarily due to lower cash operating earnings, offset by $32
million less of working capital requirements between years.

Cash used by investing activities was $64 million in fiscal 2009. Cash provided by investing activities
was $0.7 million in fiscal 2008. Cash used by investing activities was $67 million in fiscal 2007. These cash flows include capital expenditures of $43 million, $66 million and $68 million in fiscal 2009, 2008 and 2007, respectively. The capital
expenditures relate primarily to reinvestment in equipment, capacity additions and new products. During fiscal 2007, the Company increased its Engines segment capacity by opening a new plant in Ostrava, Czech Republic which accounted for $15 million
of capital expenditures. This new plant began production in December 2006. In addition, the Power Products segment added lawn and garden product capacity with a new plant in Newbern, Tennessee that accounted for $14 million and $6 million of capital
expenditures in fiscal 2008 and 2007, respectively. 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.



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Briggs & Stratton used cash of $123 million, $63 million and $89 million in financing activities in fiscal 2009, 2008 and
2007, respectively. The Company reduced its outstanding debt by $85 million and $19 million in fiscal 2009 and 2008, respectively. The Company paid common stock dividends of $38 million, $44 million and $44 million in fiscal 2009, 2008 and 2007,
respectively. The fiscal 2009 fourth quarter dividend was reduced 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. In fiscal 2007,
Briggs & Stratton repurchased $48 million of its common shares outstanding as part of a $120 million share repurchase program authorized by the Board of Directors in fiscal 2007, which expired in February 2008.

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 28, 2009,
borrowings on the Revolver totaled $34.0 million.

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.

On
August 10, 2006, Briggs & Stratton announced its intent to initiate repurchases of up to $120 million of its common stock through open market transactions during fiscal 2007 and fiscal 2008. The Company repurchased approximately $48
million of common stock under this plan, which expired in February 2008.

Briggs & Stratton expects capital expenditures to be approximately $40 to $45
million in fiscal 2010. These anticipated expenditures reflect our plans to continue to reinvest in equipment, new products, and capacity enhancements.

The Company
is not required to make any contributions to the qualified pension plan during fiscal 2010, 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 and existing lines of credit 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



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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 2010. 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 28, 2009 is as follows (in thousands):



|                                     |  |       |         |            |   |                 |  |                 |         |            |   |        |  |   |      
|------------------------------------ |  | ----- | ------- | ---------- | - | --------------- |  | --------------- | ------- | ---------- | - | ------ |  | - | -----
|                                     |  | Total |         | Fiscal2010 |   | Fiscal2011-2012 |  | Fiscal2013-2014 |         | Thereafter
|Long-Term Debt                       |  | $     | 282,000 |            | $ | -               |  | $               | 248,000 |            | $ | 34,000 |  | $ | -    
|Interest on Long-Term Debt           |  |       | 39,845  |            |   | 22,748          |  |                 | 17,066  |            |   | 31     |  |   | -    
|Capital Leases                       |  |       | 2,070   |            |   | 983             |  |                 | 954     |            |   | 133    |  |   | -    
|Operating Leases                     |  |       | 58,313  |            |   | 22,752          |  |                 | 21,617  |            |   | 9,444  |  |   | 4,500
|Purchase Obligations                 |  |       | 65,339  |            |   | 46,343          |  |                 | 18,996  |            |   | -      |  |   | -    
|Consulting and Employment Agreements |  |       | 989     |            |   | 629             |  |                 | 360     |            |   | -      |  |   | -    
|                                     |  |       |         |            |   |                 |  |                 |         |            |   |        |  |   |      
|                                     |  | $     | 448,556 |            | $ | 93,455          |  | $               | 306,993 |            | $ | 43,608 |  | $ | 4,500
|                                     |  |       |         |            |   |                 |  |                 |         |            |   |        |  |   |      

Other Matters

Labor Agreement

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

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



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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. Impairment testing is performed in accordance with Statement of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other Intangible
Assets. 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 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 13.05%, 13.65% and 14.65%, respectively. 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 28, 2009 indicated that the estimated fair value of each reporting unit exceeded its corresponding carrying amount, including recorded goodwill and as such, no impairment existed.

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 28, 2009 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 accounts for income taxes in accordance with SFAS No. 109,
Accounting for Income Taxes. The Companys estimate of income taxes payable, deferred income taxes, 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. At the beginning of fiscal 2008, the Company adopted the
provisions of Interpretations No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 prescribes a comprehensive model for how a company should recognize, measure,
present and disclose in its financial statements uncertain tax positions that a company has taken or expects to take on tax returns. As such, accruals for tax contingencies are provided for in accordance with the requirements of FIN 48.

The pension benefit obligation and related pension expense or income are calculated in accordance with SFAS No.158, Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans - an amendment of Financial Accounting Standards Board (FASB) Statements No. 87, 88, 106 and 132 (R), and are impacted by certain actuarial assumptions, including the discount rate and the expected rate of
return on plan assets. These



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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 28, 2009 used a discount rate of 6.75% and an expected rate of return on plan assets of 8.75%. 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 $0.2 million. A 0.25% decrease in the expected return on plan assets would increase our annual pension expense by approximately $2.4 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 28, 2009 the fair value of plan assets was less than the projected benefit obligation by approximately $141 million.

The
Company is not required to make any contributions to the qualified pension plan during fiscal 2010, 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 also calculated in accordance with SFAS No. 158, Employers
Accounting for Defined Benefit Pension and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106 and 132 (R) and 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 $8.7 million and would increase the service and interest cost by $0.7 million. A corresponding decrease of one percentage point, would
decrease the accumulated postretirement benefit by $8.1 million and decrease the service and interest cost by $0.7 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 June 2009, the Financial Accounting Standards Board (FASB) issued SFAS No. 168, The FASB Accounting
Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a Replacement of FASB Statement No. 162 (SFAS No. 168). SFAS No. 168 establishes the Codification as the source of authoritative GAAP
recognized by the FASB to be applied by nongovernmental entities. Following this Statement, the FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue
Accounting Standards Updates. All guidance contained in the Codification carries an equal level of authority. The GAAP hierarchy will be modified to include only two levels of GAAP: authoritative and nonauthoritative. All nongrandfathered non-SEC
accounting literature not included in the Codification will become nonauthoritative. SFAS No. 168 is effective for interim or annual financial periods ending after September 15, 2009. The Company will adopt this statement in fiscal 2010,
and does not anticipate adoption will have a material impact on its consolidated financial position, results of operations or liquidity.

In June 2009, the FASB
issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R), which 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. We are currently assessing the potential impacts, if any, on our consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS No. 165). SFAS No. 165 establishes general standards of accounting for the disclosure
of events that occur after the balance sheet date but before financial statements are issued or available to be issued. It requires the disclosure of the date through which an entity has evaluated subsequent events and whether that date represents
the date the financial statements were issued or were available to be issued. SFAS No. 165 is effective for interim or annual financial periods ending



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after June 15, 2009 and is applied prospectively. The Company adopted this statement effective June 28, 2009. There was
no material financial statement impact as a result of adoption.

In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative
Instruments and Hedging Activities  an amendment of FASB Statement No. 133 (SFAS No. 161). SFAS No. 161 is intended to help investors better understand how derivative instruments and hedging activities affect an
entitys financial position, financial performance and cash flows through enhanced disclosure requirements. SFAS No. 161 is effective for fiscal years and interim periods beginning after November 15, 2008. See the Derivative
Instruments & Hedging Activity section of Note 2  Summary of Significant Accounting Policies for more information.

In December 2007, the FASB issued
SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51, (SFAS No. 160). SFAS No. 160 amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the
consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. At this time, the impact of adoption of SFAS No. 160 on our consolidated financial position is being assessed.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations (SFAS No. 141R). SFAS No. 141R will significantly
change the accounting for business combinations in a number of areas including the treatment of contingent consideration, contingencies, acquisition costs, in-process research and development, and restructuring costs. In addition, under SFAS
No. 141R, changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination after the measurement period will impact income taxes. SFAS No. 141R is effective for fiscal years beginning after
December 15, 2008, and will impact the accounting for any business combinations entered into after the effective date.

In March 2007, the Emerging Issues Task
Force (EITF) ratified EITF No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements, and EITF No. 06-10, Accounting for Collateral
Assignment Split-Dollar Life Insurance Arrangements. The consensus on both issues requires the Company to recognize a liability for the estimated cost, net of expected recoveries, of maintaining the split-dollar life insurance policy during
the postretirement period of the employee. The Company adopted the requirements of EITF No. 06-4 and EITF No. 06-10 during fiscal 2009 and it did not have a material impact on the financial statements.



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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, with the Japanese Yen and the Euro as the most significant. The Yen is used to purchase engines from Briggs & Strattons joint venture. Briggs & Stratton
purchases components in Euros from third parties and receives Euros for certain products sold to European customers. Briggs & Strattons foreign subsidiaries earnings are also influenced by fluctuations of the local currency
against the U.S. dollar as these subsidiaries purchase inventory from the parent in U.S. dollars. Forward foreign exchange contracts are used to partially hedge against the earnings effects of such fluctuations. At June 28, 2009,
Briggs & Stratton had the following forward foreign exchange contracts outstanding with the Fair Value (Gains) Losses shown (in thousands):



|                    |  |                |  |                  |        |                     |      |                          |   |      
|------------------- |  | -------------- |  | ---------------- | ------ | ------------------- | ---- | ------------------------ | - | -----
|Hedge Currency      |  | Notional Value |  | Fair MarketValue |        | Conversion Currency |      | (Gain) Lossat Fair Value
|Australian Dollar   |  | 12,862         |  | $                | 9,235  |                     | U.S. |                          | $ | 154  
|Canadian Dollar     |  | 2,500          |  | $                | 2,170  |                     | U.S. |                          | $ | (43) 
|Euro                |  | 58,450         |  | $                | 82,165 |                     | U.S. |                          | $ | 1,845
|Great British Pound |  | 750            |  | $                | 1,240  |                     | U.S. |                          | $ | 2    
|Japanese Yen        |  | 562,808        |  | $                | 5,918  |                     | U.S. |                          | $ | (274)
|Swedish Krona       |  | 2,500          |  | $                | 321    |                     | U.S. |                          | $ | (6)  

All of the above contracts expire within twelve months.

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 $13.7 million during the year. Using the year-end exchange rates, the total amount invested in non-U.S. subsidiaries on June 28, 2009 was approximately $126.3 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 over 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 28, 2009, Briggs & Stratton had the following short-term loan outstanding (in thousands):



|                                                                                                                                                                                                                                                                                                                                           |  |        |         |          |            |                               |       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------ | ------- | -------- | ---------- | ----------------------------- | ------
|Currency                                                                                                                                                                                                                                                                                                                                   |  | Amount |         |          |            | Weighted AverageInterest Rate
|U.S. Dollars                                                                                                                                                                                                                                                                                                                               |  | $      | 3,000   |          |            |                               | 4.26% 
|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.  Long-term loans, net of unamortized discount, consisted of the following (in thousands):
|Description                                                                                                                                                                                                                                                                                                                                |  | Amount |         | Maturity |            | Weighted AverageInterest Rate
|8.875% Senior Notes                                                                                                                                                                                                                                                                                                                        |  | $      | 247,104 |          | March 2011 |                               | 8.875%
|Revolving Credit Facility                                                                                                                                                                                                                                                                                                                  |  | $      | 34,000  |          | July 2012  |                               | 1.819%



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The Senior Notes carry fixed rates of interest and are therefore not subject to market fluctuation. The Revolving Credit Facility
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 approximately $340 thousand.



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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Consolidated Balance Sheets





|                                     
|-------------------------------------
|AS OF JUNE 28, 2009 AND JUNE 29, 2008

(in thousands)



|                                                              |  |      |           |      |   |          
|------------------------------------------------------------- |  | ---- | --------- | ---- | - | ---------
|ASSETS                                                        |  | 2009 |           | 2008
|                                                              |  |     
|CURRENT ASSETS:                                               |  |      |           |      |   |          
|                                                              |  |     
|Cash and Cash Equivalents                                     |  | $    | 15,992    |      | $ | 32,468   
|Receivables, Less Reserves of $7,360 and $5,607, Respectively |  |      | 262,934   |      |   | 320,568  
|Inventories:                                                  |  |      |           |      |   |          
|Finished Products and Parts                                   |  |      | 359,429   |      |   | 339,186  
|Work in Process                                               |  |      | 109,774   |      |   | 177,280  
|Raw Materials                                                 |  |      | 8,136     |      |   | 13,738   
|                                                              |  |      |           |      |   |          
|Total Inventories                                             |  |      | 477,339   |      |   | 530,204  
|Deferred Income Tax Asset                                     |  |      | 51,658    |      |   | 53,496   
|Prepaid Expenses and Other Current Assets                     |  |      | 48,597    |      |   | 41,801   
|                                                              |  |      |           |      |   |          
|Total Current Assets                                          |  |      | 856,520   |      |   | 978,537  
|                                                              |  |     
|GOODWILL                                                      |  |      | 253,854   |      |   | 248,328  
|                                                              |  |     
|INVESTMENTS                                                   |  |      | 18,667    |      |   | 21,956   
|                                                              |  |     
|PREPAID PENSION                                               |  |      | -         |      |   | 90,020   
|                                                              |  |     
|DEFERRED LOAN COSTS, Net                                      |  |      | 1,776     |      |   | 3,106    
|                                                              |  |     
|OTHER INTANGIBLE ASSETS, Net                                  |  |      | 92,190    |      |   | 90,687   
|                                                              |  |     
|LONG-TERM DEFERRED INCOME TAX ASSET                           |  |      | 23,165    |      |   | -        
|                                                              |  |     
|OTHER LONG-TERM ASSETS, Net                                   |  |      | 8,676     |      |   | 8,827    
|                                                              |  |     
|PLANT AND EQUIPMENT:                                          |  |      |           |      |   |          
|                                                              |  |     
|Land and Land Improvements                                    |  |      | 17,559    |      |   | 18,826   
|Buildings                                                     |  |      | 137,749   |      |   | 139,876  
|Machinery and Equipment                                       |  |      | 827,259   |      |   | 838,085  
|Construction in Progress                                      |  |      | 13,115    |      |   | 16,200   
|                                                              |  |      |           |      |   |          
|                                                              |  |      | 995,682   |      |   | 1,012,987
|                                                              |  |     
|Less - Accumulated Depreciation                               |  |      | 631,507   |      |   | 621,154  
|                                                              |  |      |           |      |   |          
|Total Plant and Equipment, Net                                |  |      | 364,175   |      |   | 391,833  
|                                                              |  |      |           |      |   |          
|                                                              |  |     
|                                                              |  | $    | 1,619,023 |      | $ | 1,833,294
|                                                              |  |      |           |      |   |          







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



26



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|                                     
|-------------------------------------
|AS OF JUNE 28, 2009 AND JUNE 29, 2008

(in thousands, except per share data)



|                                                                     |  |      |           |   |      |   |           |  
|-------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | -
|LIABILITIES AND SHAREHOLDERS INVESTMENT                             |  | 2009 |           |   | 2008 |  
|                                                                     |  |     
|CURRENT LIABILITIES:                                                 |  |      |           |   |      |   |           |  
|                                                                     |  |     
|Accounts Payable                                                     |  | $    | 128,151   |   |      | $ | 170,476   |  
|Short-term Debt                                                      |  |      | 3,000     |   |      |   | 3,000     |  
|Accrued Liabilities:                                                 |  |      |           |   |      |   |           |  
|Wages and Salaries                                                   |  |      | 54,663    |   |      |   | 40,870    |  
|Warranty                                                             |  |      | 30,427    |   |      |   | 34,913    |  
|Accrued Postretirement Health Care Obligation                        |  |      | 26,343    |   |      |   | 30,621    |  
|Other                                                                |  |      | 56,505    |   |      |   | 53,722    |  
|                                                                     |  |      |           |   |      |   |           |  
|Total Accrued Liabilities                                            |  |      | 167,938   |   |      |   | 160,126   |  
|                                                                     |  |      |           |   |      |   |           |  
|Total Current Liabilities                                            |  |      | 299,089   |   |      |   | 333,602   |  
|                                                                     |  |     
|DEFERRED INCOME TAX LIABILITY                                        |  |      | -         |   |      |   | 47,266    |  
|                                                                     |  |     
|ACCRUED PENSION COST                                                 |  |      | 138,811   |   |      |   | 36,173    |  
|                                                                     |  |     
|ACCRUED EMPLOYEE BENEFITS                                            |  |      | 19,429    |   |      |   | 18,521    |  
|                                                                     |  |     
|ACCRUED POSTRETIREMENT HEALTH CARE OBLIGATION                        |  |      | 155,443   |   |      |   | 161,684   |  
|                                                                     |  |     
|ACCRUED WARRANTY                                                     |  |      | 11,617    |   |      |   | 14,635    |  
|                                                                     |  |     
|OTHER LONG-TERM LIABILITIES                                          |  |      | 18,846    |   |      |   | 18,335    |  
|                                                                     |  |     
|LONG-TERM DEBT                                                       |  |      | 281,104   |   |      |   | 365,555   |  
|                                                                     |  |     
|SHAREHOLDERS INVESTMENT:                                            |  |      |           |   |      |   |           |  
|                                                                     |  |     
|Common Stock -                                                       |  |      |           |   |      |   |           |  
|Authorized 120,000 Shares $.01 Par Value,Issued 57,854 Shares        |  |      | 579       |   |      |   | 579       |  
|Additional Paid-In Capital                                           |  |      | 77,522    |   |      |   | 76,667    |  
|Retained Earnings                                                    |  |      | 1,075,838 |   |      |   | 1,082,553 |  
|Accumulated Other Comprehensive Income (Loss)                        |  |      | (250,273  | ) |      |   | (110,234  | )
|Treasury Stock at Cost,8,042 Shares in 2009 and 8,154 Shares in 2008 |  |      | (208,982  | ) |      |   | (212,042  | )
|                                                                     |  |      |           |   |      |   |           |  
|Total Shareholders Investment                                       |  |      | 694,684   |   |      |   | 837,523   |  
|                                                                     |  |      |           |   |      |   |           |  
|                                                                     |  | $    | 1,619,023 |   |      | $ | 1,833,294 |  
|                                                                     |  |      |           |   |      |   |           |  







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



27



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Consolidated Statements of Earnings





|                                                                        
|------------------------------------------------------------------------
|FOR THE FISCAL YEARS ENDED JUNE 28, 2009, JUNE 29, 2008 AND JULY 1, 2007

(in thousands, except per share data)



|                                                          |  |      |           |   |      |   |           |      |  |   |           |  
|--------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|                                                          |  | 2009 |           |   | 2008 |   |           | 2007 | 
|                                                          |  |      |          
|NET SALES                                                 |  | $    | 2,092,189 |   |      | $ | 2,151,393 |      |  | $ | 2,156,833 |  
|                                                          |  |      |          
|COST OF GOODS SOLD                                        |  |      | 1,753,935 |   |      |   | 1,844,077 |      |  |   | 1,818,547 |  
|                                                          |  |      |          
|IMPAIRMENT CHARGE                                         |  |      | 4,575     |   |      |   | -         |      |  |   | 43,088    |  
|                                                          |  |      |           |   |      |   |           |      |  |   |           |  
|Gross Profit                                              |  |      | 333,679   |   |      |   | 307,316   |      |  |   | 295,198   |  
|                                                          |  |      |          
|ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES |  |      | 265,338   |   |      |   | 280,976   |      |  |   | 263,041   |  
|                                                          |  |      |           |   |      |   |           |      |  |   |           |  
|                                                          |  |      |          
|Income from Operations                                    |  |      | 68,341    |   |      |   | 26,340    |      |  |   | 32,157    |  
|                                                          |  |      |          
|INTEREST EXPENSE                                          |  |      | (31,147   | ) |      |   | (38,123   | )    |  |   | (43,691   | )
|                                                          |  |      |          
|OTHER INCOME, Net                                         |  |      | 3,215     |   |      |   | 41,392    |      |  |   | 14,836    |  
|                                                          |  |      |           |   |      |   |           |      |  |   |           |  
|                                                          |  |      |          
|Income Before Provision (Credit) for Income Taxes         |  |      | 40,409    |   |      |   | 29,609    |      |  |   | 3,302     |  
|                                                          |  |      |          
|PROVISION (CREDIT) FOR INCOME TAXES                       |  |      | 8,437     |   |      |   | 7,009     |      |  |   | (3,399)   |  
|                                                          |  |      |           |   |      |   |           |      |  |   |           |  
|                                                          |  |      |          
|NET INCOME                                                |  | $    | 31,972    |   |      | $ | 22,600    |      |  | $ | 6,701     |  
|                                                          |  |      |           |   |      |   |           |      |  |   |           |  
|                                                          |  |      |          
|EARNINGS PER SHARE DATA                                   |  |      |           |   |      |   |           |      |  |   |           |  
|                                                          |  |      |          
|Weighted Average Shares Outstanding                       |  |      | 49,572    |   |      |   | 49,549    |      |  |   | 49,715    |  
|                                                          |  |      |          
|Basic Earnings Per Share                                  |  | $    | 0.64      |   |      | $ | 0.46      |      |  | $ | 0.13      |  
|                                                          |  |      |           |   |      |   |           |      |  |   |           |  
|                                                          |  |      |          
|Diluted Average Shares Outstanding                        |  |      | 49,725    |   |      |   | 49,652    |      |  |   | 49,827    |  
|                                                          |  |      |          
|Diluted Earnings Per Share                                |  | $    | 0.64      |   |      | $ | 0.46      |      |  | $ | 0.13      |  
|                                                          |  |      |           |   |      |   |           |      |  |   |           |  









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



28



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Consolidated Statements of Shareholders Investment





|                                                                        
|------------------------------------------------------------------------
|FOR THE FISCAL YEARS ENDED JUNE 28, 2009, JUNE 29, 2008 AND JULY 1, 2007

|                                                                 |  |             |     |                          |   |        |                  |  |   |                                              |   |  |               |          |   |                     |   |          |   |  |   |          |  
|---------------------------------------------------------------- |  | ----------- | --- | ------------------------ | - | ------ | ---------------- |  | - | -------------------------------------------- | - |  | ------------- | -------- | - | ------------------- | - | -------- | - |  | - | -------- | -
|(in thousands, except per share data)                            |  | CommonStock |     | AdditionalPaid-InCapital |   |        | RetainedEarnings |  |   | AccumulatedOther Com-prehensiveIncome (Loss) |   |  | TreasuryStock |          |   | ComprehensiveIncome |  
|BALANCES, JULY 2, 2006                                           |  | $           | 579 |                          | $ | 65,126 |                  |  | $ | 1,144,683                                    |   |  | $             | 4,960    |   |                     | $ | (169,856 | ) |  |   |          |  
|Comprehensive Income:                                            |  |             |     |                          |   |        |                  |  |   |                                              |   |  |               |          |   |                     |   |          |   |  |   |          |  
|Net Income                                                       |  |             | -   |                          |   | -      |                  |  |   | 6,701                                        |   |  |               | -        |   |                     |   | -        |   |  | $ | 6,701    |  
|Foreign Currency Translation Adjustments                         |  |             | -   |                          |   | -      |                  |  |   | -                                            |   |  |               | 4,275    |   |                     |   | -        |   |  |   | 4,275    |  
|Unrealized Loss on Derivatives                                   |  |             | -   |                          |   | -      |                  |  |   | -                                            |   |  |               | (765     | ) |                     |   | -        |   |  |   | (765     | )
|Minimum Pension Liability Adjustment,net of tax of $(1,218)      |  |             | -   |                          |   | -      |                  |  |   | -                                            |   |  |               | (1,904   | ) |                     |   | -        |   |  |   | (1,904   | )
|                                                                 |  |             |     |                          |   |        |                  |  |   |                                              |   |  |               |          |   |                     |   |          |   |  |   |          |  
|Total Comprehensive Income                                       |  |             | -   |                          |   | -      |                  |  |   | -                                            |   |  |               | -        |   |                     |   | -        |   |  | $ | 8,307    |  
|                                                                 |  |             |     |                          |   |        |                  |  |   |                                              |   |  |               |          |   |                     |   |          |   |  |   |          |  
|Cash Dividends Paid ($0.88 per share)                            |  |             | -   |                          |   | -      |                  |  |   | (43,870                                      | ) |  |               | -        |   |                     |   | -        |   |  |   |          |  
|Purchase of Common Stock for Treasury                            |  |             | -   |                          |   | -      |                  |  |   | -                                            |   |  |               | -        |   |                     |   | (48,232  | ) |  |   |          |  
|Stock Option Activity, net of tax                                |  |             | -   |                          |   | 7,226  |                  |  |   | -                                            |   |  |               | -        |   |                     |   | 3,725    |   |  |   |          |  
|Restricted Stock                                                 |  |             | -   |                          |   | (559   | )                |  |   | -                                            |   |  |               | -        |   |                     |   | 436      |   |  |   |          |  
|Amortization of Unearned Compensation                            |  |             | -   |                          |   | 1,023  |                  |  |   | -                                            |   |  |               | -        |   |                     |   | -        |   |  |   |          |  
|Deferred Stock                                                   |  |             | -   |                          |   | 326    |                  |  |   | -                                            |   |  |               | -        |   |                     |   | -        |   |  |   |          |  
|Shares Issued to Directors                                       |  |             | -   |                          |   | 7      |                  |  |   | -                                            |   |  |               | -        |   |                     |   | 90       |   |  |   |          |  
|Adjustment to Initially Apply SFAS 158,net of tax of $(86,643)   |  |             | -   |                          |   | -      |                  |  |   | -                                            |   |  |               | (135,517 | ) |                     |   | -        |   |  |   |          |  
|                                                                 |  |             |     |                          |   |        |                  |  |   |                                              |   |  |               |          |   |                     |   |          |   |  |   |          |  
|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                                   |  |             | -   |                          |   | -      |                  |  |   | -                                            |   |  |               | 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                                   |  |             | -   |                          |   | -      |                  |  |   | -                                            |   |  |               | (7,576   | ) |                     |   | -        |   |  |   | (7,576   | )
|Change in Pension and Postretirement Plans,net of tax of $75,953 |  |             | -   |                          |   | -      |                  |  |   | -                                            |   |  |               | (118,779 | ) |                     |   | -        |   |  |   | (118,779 | )
|                                                                 |  |             |     |                          |   |        |                  |  |   |                                              |   |  |               |          |   |                     |   |          |   |  |   |          |  
|Total Comprehensive Income (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 | ) |  |   |          |  
|                                                                 |  |             |     |                          |   |        |                  |  |   |                                              |   |  |               |          |   |                     |   |          |   |  |   |          |  





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



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Consolidated Statements of Cash Flows





|                                                                        
|------------------------------------------------------------------------
|FOR THE FISCAL YEARS ENDED JUNE 28, 2009, JUNE 29, 2008 AND JULY 1, 2007

(in thousands)

|                                                                                  |  |      |          |   |      |   |         |      |  |   |         |  
|--------------------------------------------------------------------------------- |  | ---- | -------- | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                  |  | 2009 |          |   | 2008 |   |         | 2007 | 
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |      |          |   |      |   |         |      |  |   |         |  
|Net Income                                                                        |  | $    | 31,972   |   |      | $ | 22,600  |      |  | $ | 6,701   |  
|Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: |  |      |          |   |      |   |         |      |  |   |         |  
|Depreciation and Amortization                                                     |  |      | 67,803   |   |      |   | 68,886  |      |  |   | 74,314  |  
|Stock Compensation Expense                                                        |  |      | 3,999    |   |      |   | 4,563   |      |  |   | 8,484   |  
|Impairment Charge                                                                 |  |      | 4,575    |   |      |   | -       |      |  |   | 43,088  |  
|Loss of Unconsolidated Affiliates                                                 |  |      | (1,526   | ) |      |   | (3,587  | )    |  |   | (3,303  | )
|Dividends Received from Unconsolidated Affiliates                                 |  |      | 5,211    |   |      |   | 2,799   |      |  |   | 4,879   |  
|Loss on Disposition of Plant and Equipment                                        |  |      | 2,514    |   |      |   | 2,708   |      |  |   | 2,939   |  
|Gain on Sale of Investment                                                        |  |      | -        |   |      |   | (36,960 | )    |  |   | -       |  
|(Gain) Loss on Curtailment of Employee Benefits                                   |  |      | 1,190    |   |      |   | (13,288 | )    |  |   | -       |  
|(Provision) Credit for Deferred Income Taxes                                      |  |      | 7,368    |   |      |   | 10,506  |      |  |   | (17,447 | )
|Change in Operating Assets and Liabilities, Net of Effects of Acquisition:        |  |      |          |   |      |   |         |      |  |   |         |  
|(Increase) Decrease in Receivables                                                |  |      | 59,809   |   |      |   | 6,906   |      |  |   | (53,972 | )
|Decrease in Inventories                                                           |  |      | 61,810   |   |      |   | 18,390  |      |  |   | 7,132   |  
|(Increase) Decrease in Prepaid Expenses and Other Current Assets                  |  |      | (13,152  | ) |      |   | 9,954   |      |  |   | 11,558  |  
|Increase (Decrease) in Accounts Payable, Accrued Liabilities and Income Taxes     |  |      | (45,318  | ) |      |   | (22,157 | )    |  |   | 16,618  |  
|Change in Accrued/Prepaid Pension                                                 |  |      | (8,441   | ) |      |   | (2,258  | )    |  |   | (8,391  | )
|Other, Net                                                                        |  |      | (5,394   | ) |      |   | (7,773  | )    |  |   | (4,761  | )
|                                                                                  |  |      |          |   |      |   |         |      |  |   |         |  
|Net Cash Provided by Operating Activities                                         |  |      | 172,420  |   |      |   | 61,289  |      |  |   | 87,839  |  
|                                                                                  |  |      |          |   |      |   |         |      |  |   |         |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |      |          |   |      |   |         |      |  |   |         |  
|Additions to Plant and Equipment                                                  |  |      | (43,027  | ) |      |   | (65,513 | )    |  |   | (68,000 | )
|Cash Paid for Acquisition, Net of Cash Acquired                                   |  |      | (24,757  | ) |      |   | -       |      |  |   | -       |  
|Proceeds Received on Disposition of Plant and Equipment                           |  |      | 3,659    |   |      |   | 680     |      |  |   | 599     |  
|Proceeds Received on Sale of Investment                                           |  |      | -        |   |      |   | 66,011  |      |  |   | -       |  
|Other, Net                                                                        |  |      | (348     | ) |      |   | (503    | )    |  |   | -       |  
|                                                                                  |  |      |          |   |      |   |         |      |  |   |         |  
|Net Cash Provided (Used) by Investing Activities                                  |  |      | (64,473  | ) |      |   | 675     |      |  |   | (67,401 | )
|                                                                                  |  |      |          |   |      |   |         |      |  |   |         |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |      |          |   |      |   |         |      |  |   |         |  
|Net Repayments on Loans, Notes Payable and Long-Term Debt                         |  |      | (85,077  | ) |      |   | (19,062 | )    |  |   | (473    | )
|Issuance Cost of Amended Revolver                                                 |  |      | -        |   |      |   | (1,286  | )    |  |   | -       |  
|Cash Dividends Paid                                                               |  |      | (38,171  | ) |      |   | (43,560 | )    |  |   | (43,870 | )
|Stock Option Exercise Proceeds and Tax Benefits                                   |  |      | -        |   |      |   | 991     |      |  |   | 3,694   |  
|Treasury Stock Purchases                                                          |  |      | -        |   |      |   | -       |      |  |   | (48,232 | )
|                                                                                  |  |      |          |   |      |   |         |      |  |   |         |  
|Net Cash Used by Financing Activities                                             |  |      | (123,248 | ) |      |   | (62,917 | )    |  |   | (88,881 | )
|                                                                                  |  |      |          |   |      |   |         |      |  |   |         |  
|EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS     |  |      | (1,175   | ) |      |   | 3,952   |      |  |   | 2,821   |  
|                                                                                  |  |      |          |   |      |   |         |      |  |   |         |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                              |  |      | (16,476  | ) |      |   | 2,999   |      |  |   | (65,622 | )
|CASH AND CASH EQUIVALENTS:                                                        |  |      |          |   |      |   |         |      |  |   |         |  
|Beginning of Year                                                                 |  |      | 32,468   |   |      |   | 29,469  |      |  |   | 95,091  |  
|                                                                                  |  |      |          |   |      |   |         |      |  |   |         |  
|End of Year                                                                       |  | $    | 15,992   |   |      | $ | 32,468  |      |  | $ | 29,469  |  
|                                                                                  |  |      |          |   |      |   |         |      |  |   |         |  
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                 |  |      |          |   |      |   |         |      |  |   |         |  
|Interest Paid                                                                     |  | $    | 31,169   |   |      | $ | 40,332  |      |  | $ | 43,169  |  
|                                                                                  |  |      |          |   |      |   |         |      |  |   |         |  
|Income Taxes Paid                                                                 |  | $    | 4,107    |   |      | $ | 4,032   |      |  | $ | 12,102  |  
|                                                                                  |  |      |          |   |      |   |         |      |  |   |         |  

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



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Notes to Consolidated Financial Statements





|                                                                        
|------------------------------------------------------------------------
|FOR THE FISCAL YEARS ENDED JUNE 28, 2009, JUNE 29, 2008 AND JULY 1,
2007

(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 engines are sold 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 2009, 2008 and 2007 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
$0.2 million and $2.2 million are included in accounts payable at June 28, 2009 and June 29, 2008, 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 46% of total inventories at June 28, 2009 and 53% of total inventories at June 29, 2008. 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 $59.2 million and $72.1 million higher in fiscal 2009 and 2008, 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.

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 28, 2009 of $136.3 million, $86.9 million, and $30.7 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 2009, 2008 and
2007, 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 Technologies Holding Company, Inc. (MTHC). The investments in the joint ventures are accounted for under



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Notes





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 $12.5 million as of June 28, 2009 and $14.0 million as of June 29, 2008.

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 2008. Refer to Note 18 of the Notes to
Consolidated Financial Statements for impairment charges recognized in fiscal 2009 and 2007.

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 28, 2009, the Consolidated Balance Sheet includes $1.2 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):



|                                      |  |      |         |   |      |   |         |  
|------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                                      |  | 2009 |         |   | 2008 |  
|Balance, Beginning of Period          |  | $    | 49,548  |   |      | $ | 54,566  |  
|Payments                              |  |      | (34,255 | ) |      |   | (50,263 | )
|Provision for Current Year Warranties |  |      | 28,623  |   |      |   | 47,402  |  
|Credit for Prior Years Warranties     |  |      | (1,872  | ) |      |   | (2,157  | )
|                                      |  |      |         |   |      |   |         |  
|Balance, End of Period                |  | $    | 42,044  |   |      | $ | 49,548  |  
|                                      |  |      |         |   |      |   |         |  

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



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Notes





and advertising allowances. In accordance with Staff Accounting Bulletin No. 104, Revenue Recognition, as amended, 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 2009, 2008 and 2007 were $6.2 million, $9.1 million and $13.1
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 (Credit) 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 (Liability) represents temporary differences relating to current assets and current
liabilities, and the Long-Term Deferred Income Tax Asset (Liability) represents temporary differences related to noncurrent assets and liabilities.

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 $23.0 million
in fiscal 2009, $26.5 million in fiscal 2008 and $25.7 million in fiscal 2007.

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 $19.2 million in fiscal 2009, $34.0 million in fiscal 2008 and $31.5 million in fiscal 2007.

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 $1.4 million in fiscal 2009, $10.2
million in fiscal 2008 and $11.4 million in fiscal 2007.

Shipping and Handling Fees: Revenue received from shipping and handling fees is reflected in net
sales. Shipping fee revenue for fiscal 2009, 2008 and 2007 was $4.3 million, $4.8 million and $4.3 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 2009, 2008 and 2007 excludes outstanding options to purchase 4,305,681, 3,885,321 and 2,722,091 shares of common stock, respectively, with weighted average exercise prices of
$29.53, $31.96 and $35.64, 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.



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Notes





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



|                                                                                                                                              |  |                   |        |               |   |              |  |   |       
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------ | ------------- | - | ------------ |  | - | ------
|                                                                                                                                              |  | Fiscal Year Ended
|                                                                                                                                              |  | June 28, 2009     |        | June 29, 2008 |   | July 1, 2007
|Net Income Used in Basic and Diluted Earnings Per Share                                                                                       |  | $                 | 31,972 |               | $ | 22,600       |  | $ | 6,701 
|                                                                                                                                              |  |                   |        |               |   |              |  |   |       
|                                                                                                                                              |  |                   |       
|Average Shares of Common Stock Outstanding                                                                                                    |  |                   | 49,572 |               |   | 49,549       |  |   | 49,715
|Incremental Common Shares Applicable to Common Stock Options Based on the Common Stock Average Market Price During the Period                 |  |                   | -      |               |   | 1            |  |   | 16    
|Incremental Common Shares Applicable to Deferred and Restricted Common Stock Based on the Common Stock Average Market Price During the
Period |  |                   | 153    |               |   | 102          |  |   | 96    
|                                                                                                                                              |  |                   |        |               |   |              |  |   |       
|Diluted Average Common Shares Outstanding                                                                                                     |  |                   | 49,725 |               |   | 49,652       |  |   | 49,827
|                                                                                                                                              |  |                   |        |               |   |              |  |   |       

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 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. The Companys implementation of SFAS No. 158
on July 1, 2007 affected Accumulated Other Comprehensive Income (Loss) by recognizing the funded status of the Companys defined benefit pension and other postretirement plans. Information on Accumulated Other Comprehensive Income (Loss)
is as follows (in thousands):



|                         |  |                                  |         |   |                                     |   |        |                                   |  |   |                                                 |   |  |                                            |          |   |  |   |          |  
|------------------------ |  | -------------------------------- | ------- | - | ----------------------------------- | - | ------ | --------------------------------- |  | - | ----------------------------------------------- | - |  | ------------------------------------------ | -------- | - |  | - | -------- | -
|                         |  | CumulativeTranslationAdjustments |         |   | UnrealizedGain (Loss) onDerivatives |   |        | MinimumPensionLiabilityAdjustment |  |   | UnrecognizedPension andPostretirementObligation |   |  | AccumulatedOtherComprehensiveIncome (Loss) |         
|Balance at July 2, 2006  |  | $                                | 7,524   |   |                                     | $ | (336   | )                                 |  | $ | (2,228                                          | ) |  | $                                          | -        |   |  | $ | 4,960    |  
|Fiscal Year Change       |  |                                  | 4,275   |   |                                     |   | (765   | )                                 |  |   | 2,228                                           |   |  |                                            | (139,649 | ) |  |   | (133,911 | )
|                         |  |                                  |         |   |                                     |   |        |                                   |  |   |                                                 |   |  |                                            |          |   |  |   |          |  
|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 | )
|                         |  |                                  |         |   |                                     |   |        |                                   |  |   |                                                 |   |  |                                            |          |   |  |   |          |  

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 twelve 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 90% 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



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NYMEX futures is reflected as an asset or liability on the accompanying Consolidated Condensed Balance Sheets. Changes in fair value are reflected as a Component of Accumulated Other Comprehensive Income (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 90% 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 28, 2009, the Company had the following outstanding derivative contracts (in thousands):



|                    |  |      |  |          |  |         |  |       
|------------------- |  | ---- |  | -------- |  | ------- |  | ------
|Contract            |  |      |  | Quantity
|Foreign Currency:   |  |      |  |          |  |         |  |       
|Australian Dollar   |  | Sell |  |          |  | 12,862  |  | AUD   
|Canadian Dollar     |  | Sell |  |          |  | 2,500   |  | CAD   
|Euro                |  | Sell |  |          |  | 58,450  |  | EUR   
|Great British Pound |  | Buy  |  |          |  | 750     |  | GBP   
|Japanese Yen        |  | Buy  |  |          |  | 562,808 |  | JPY   
|Swedish Krona       |  | Buy  |  |          |  | 2,500   |  | SEK   
|Commodity:          |  |      |  |          |  |         |  |       
|Copper              |  | Buy  |  |          |  | 525     |  | Pounds
|Natural Gas         |  | Buy  |  |          |  | 11,207  |  | Therms

As of June 28, 2009 and for the year ended June 28, 2009, 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        |  | $                     | 445 |                        | Accrued Liabilities         |            | $ | 2,123
|Commodity contracts        |  | Other Current Assets        |  |                       | 378 |                        | Accrued Liabilities         |            |   | 2,131
|Commodity contracts        |  | Other Long-Term Assets, Net |  |                       | -   |                        | Other Long-Term Liabilities |            |   | 385  
|                           |  |                             |  |                       |     |                        |                             |            |   |      
|                           |  |                             |  | $                     | 823 |                        |                             |            | $ | 4,639
|                           |  |                             |  |                       |     |                        |                             |            |   |      



|                           |  |                                                                                          |        |   |                                                                                                         |                    |                                                                                                       |   |        |  
|-------------------------- |  | ---------------------------------------------------------------------------------------- | ------ | - | ------------------------------------------------------------------------------------------------------- | ------------------ | ----------------------------------------------------------------------------------------------------- | - | ------ | -
|                           |  | Amount ofGain (Loss)Recognized
inOtherComprehensiveLoss on Derivative(Effective Portion) |        |   | Location ofGain (Loss)Reclassifiedfrom AccumulatedOtherComprehensiveLoss into Income(Effective Portion) |                    | Amount ofGain
(Loss)Reclassifiedfrom AccumulatedOtherComprehensiveLoss into Income(Effective Portion) |  
|Foreign currency contracts |  | $                                                                                        | 149    |   |                                                                                                         | Net Sales          |                                                                                                       | $ | 11,707 |  
|Foreign currency contracts |  |                                                                                          | (1,138 | ) |                                                                                                         | Cost of Goods Sold |                                                                                                       |   | 233    |  
|Commodity contracts        |  |                                                                                          | (2,138 | ) |                                                                                                         | Cost of Goods Sold |                                                                                                       |   | (3,535 | )
|                           |  |                                                                                          |        |   |                                                                                                         |                    |                                                                                                       |   |        |  
|                           |  | $                                                                                        | (3,127 | ) |                                                                                                         |                    |                                                                                                       | $ | 8,405  |  
|                           |  |                                                                                          |        |   |                                                                                                         |                    |                                                                                                       |   |        |  

Of the $3.1 million loss detailed above that is currently recognized in Other Comprehensive Loss, the Company expects to
reclassify approximately $2.7 million into earnings within the next twelve months.



35



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Any ineffectiveness incurred upon inception of the Companys derivative contracts is negligible. The Company recognized a $0.3 million loss in earnings in fiscal 2009 related to dedesignating certain contracts when overhedging
situations occurred.

New Accounting Pronouncements:

In June 2009, the
Financial Accounting Standards Board (FASB) issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a Replacement of FASB Statement No. 162 (SFAS
No. 168). SFAS No. 168 establishes the Codification as the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Following this Statement, the FASB will not issue new standards in the form of
Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates. All guidance contained in the Codification carries an equal level of authority. The GAAP hierarchy will be modified to
include only two levels of GAAP: authoritative and nonauthoritative. All nongrandfathered non-SEC accounting literature not included in the Codification will become nonauthoritative. SFAS No. 168 is effective for interim or annual financial
periods ending after September 15, 2009. The Company will adopt this statement in fiscal 2010, and does not anticipate adoption will have a material impact on its consolidated financial position, results of operations or liquidity.

In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R), which 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. We are currently assessing the potential
impacts, if any, on our consolidated financial statements.

In May 2009, the FASB issued SFAS No. 165, Subsequent Events (SFAS No. 165). SFAS
No. 165 establishes general standards of accounting for the disclosure of events that occur after the balance sheet date but before financial statements are issued or available to be issued. It requires the disclosure of the date through which
an entity has evaluated subsequent events and whether that date represents the date the financial statements were issued or were available to be issued. SFAS No. 165 is effective for interim or annual financial periods ending after
June 15, 2009 and is applied prospectively. The Company adopted this statement effective June 28, 2009. There was no material financial statement impact as a result of adoption.

In March 2008, the FASB issued Statement No. 161, Disclosures about Derivative Instruments and Hedging Activities  an amendment of FASB Statement No. 133 (SFAS No. 161). SFAS No. 161 is
intended to help investors better understand how derivative instruments and hedging activities affect an entitys financial position, financial performance and cash flows through enhanced disclosure requirements. SFAS No. 161 is effective
for fiscal years and interim periods beginning after November 15, 2008. See the Derivative Instruments & Hedging Activity section of Note 2  Summary of Significant Accounting Policies for more information.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements  an amendment of ARB No. 51, (SFAS
No. 160). SFAS No. 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary
is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years beginning on or after December 15, 2008. At this time, the impact of
adoption of SFAS No. 160 on our consolidated financial position is being assessed.

In December 2007, the FASB issued SFAS No. 141 (revised 2007),
Business Combinations (SFAS No. 141R). SFAS No. 141R will significantly change the accounting for business combinations in a number of areas including the treatment of contingent consideration, contingencies, acquisition costs,
in-process research and development, and restructuring costs. In addition, under SFAS No. 141R, changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination after the measurement period will
impact income taxes. SFAS No. 141R is effective for fiscal years beginning after December 15, 2008, and will impact the accounting for any business combinations entered into after the effective date.

In March 2007, the Emerging Issues Task Force (EITF) ratified EITF No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement
Split-Dollar Life Insurance Arrangements,



36



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and EITF No. 06-10, Accounting for Collateral Assignment Split-Dollar Life Insurance Arrangements. The consensus on both issues requires the Company to recognize a liability for the estimated cost, net of expected
recoveries, of maintaining the split-dollar life insurance policy during the postretirement period of the employee. The Company adopted the requirements of EITF No. 06-4 and EITF No. 06-10 during fiscal 2009 and it did not have a material
impact on the financial statements.

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 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:
|--- | ------------------------

Effective June 30, 2008, the Company adopted SFAS 157,
Fair Value Measurements, which establishes a new framework for measuring fair value and expands the related disclosures. To increase consistency and comparability in fair value measurements and related disclosures, SFAS 157 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.



37



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Notes





The following table presents information about the Companys financial assets and liabilities measured at fair value on a recurring basis as of June 28, 2009 (in thousands):



|             |  |               |       |                              |   |         |  |         |       |  |   |  
|------------ |  | ------------- | ----- | ---------------------------- | - | ------- |  | ------- | ----- |  | - | -
|             |  |               |       | Fair Value Measurement Using
|             |  | June 28, 2009 |       | Level 1                      |   | Level 2 |  | Level 3
|Assets:      |  |               |       |                              |   |         |  |         |       |  |   |  
|Derivatives  |  | $             | 823   |                              | $ | 445     |  | $       | 378   |  | $ | -
|Liabilities: |  |               |       |                              |   |         |  |         |       |  |   |  
|Derivatives  |  |               | 4,639 |                              |   | 2,123   |  |         | 2,516 |  |   | -

The Company has adopted SFAS No. 159, which provides entities the option to measure many financial instruments and
certain other items at fair value. 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 28, 2009 of $136.3 million, $86.9 million and $30.7 million, respectively.

The changes in
the carrying amount of goodwill for the fiscal years ended June 28, 2009 and June 29, 2008 are as follows (in thousands):



|                            |  |      |         |   |      |   |         |  
|--------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|                            |  | 2009 |         |   | 2008 |  
|Beginning Goodwill Balance  |  | $    | 248,328 |   |      | $ | 250,107 |  
|Victa Acquisition           |  |      | 7,305   |   |      |   | -       |  
|Tax Benefit on Amortization |  |      | (1,779  | ) |      |   | (1,779  | )
|                            |  |      |         |   |      |   |         |  
|Ending Goodwill Balance     |  | $    | 253,854 |   |      | $ | 248,328 |  
|                            |  |      |         |   |      |   |         |  

The Companys other intangible assets for the years ended June 28, 2009 and June 29, 2008 are as follows (in
thousands):



|                                    |  |                     |         |                         |   |        |     |  |                     |        |                         |   |        |  |   |         |  |   |       
|----------------------------------- |  | ------------------- | ------- | ----------------------- | - | ------ | --- |  | ------------------- | ------ | ----------------------- | - | ------ |  | - | ------- |  | - | ------
|                                    |  | 2009                |         | 2008                   
|                                    |  | GrossCarryingAmount |         | AccumulatedAmortization |   |        | Net |  | GrossCarryingAmount |        | AccumulatedAmortization |   | Net   
|Amortized Intangible Assets:        |  |                     |         |                         |   |        |     |  |                     |        |                         |   |        |  |   |         |  |   |       
|Patents                             |  | $                   | 13,601  |                         | $ | (5,843 | )   |  | $                   | 7,758  |                         | $ | 13,281 |  | $ | (4,638) |  | $ | 8,643 
|Customer Relationships              |  |                     | 17,910  |                         |   | (3,582 | )   |  |                     | 14,328 |                         |   | 17,910 |  |   | (2,866) |  |   | 15,044
|Miscellaneous                       |  |                     | 279     |                         |   | (279   | )   |  |                     | -      |                         |   | 279    |  |   | (279)   |  |   | -     
|                                    |  |                     |         |                         |   |        |     |  |                     |        |                         |   |        |  |   |         |  |   |       
|Total Amortized Intangible Assets   |  |                     | 31,790  |                         |   | (9,704 | )   |  |                     | 22,086 |                         |   | 31,470 |  |   | (7,783) |  |   | 23,687
|                                    |  |                     |         |                         |   |       
|Unamortized Intangible Assets:      |  |                     |         |                         |   |        |     |  |                     |        |                         |   |        |  |   |         |  |   |       
|Trademarks/Brand Names              |  |                     | 70,104  |                         |   | -      |     |  |                     | 70,104 |                         |   | 67,000 |  |   | -       |  |   | 67,000
|                                    |  |                     |         |                         |   |        |     |  |                     |        |                         |   |        |  |   |         |  |   |       
|Total Unamortized Intangible Assets |  |                     | 70,104  |                         |   | -      |     |  |                     | 70,104 |                         |   | 67,000 |  |   | -       |  |   | 67,000
|                                    |  |                     |         |                         |   |        |     |  |                     |        |                         |   |        |  |   |         |  |   |       
|Total Intangible Assets             |  | $                   | 101,894 |                         | $ | (9,704 | )   |  | $                   | 92,190 |                         | $ | 98,470 |  | $ | (7,783) |  | $ | 90,687
|                                    |  |                     |         |                         |   |        |     |  |                     |        |                         |   |        |  |   |         |  |   |       

Amortization expense of other intangible assets amounts to approximately $1.9 million, $1.9 million and $2.0 million in
2009, 2008, and 2007, respectively.



38



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Notes





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



|     |  |   |      
|---- |  | - | -----
|2010 |  | $ | 1,905
|2011 |  |   | 1,905
|2012 |  |   | 1,905
|2013 |  |   | 1,905
|2014 |  |   | 1,905
|     |  |   |      
|     |  | $ | 9,525
|     |  |   |      

(6)  Income Taxes:

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



|                                                                                               |  |      |        |   |      |   |         |      |  |   |         |  
|---------------------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------- | ---- |  | - | ------- | -
|                                                                                               |  | 2009 |        |   | 2008 |   |         | 2007 | 
|                                                                                               |  |      |       
|Current                                                                                        |  |      |        |   |      |   |         |      |  |   |         |  
|Federal                                                                                        |  | $    | (1,152 | ) |      | $ | (5,800  | )    |  | $ | 11,861  |  
|State                                                                                          |  |      | (336   | ) |      |   | 3       |      |  |   | 961     |  
|Foreign                                                                                        |  |      | 2,557  |   |      |   | 2,300   |      |  |   | 1,226   |  
|                                                                                               |  |      |        |   |      |   |         |      |  |   |         |  
|                                                                                               |  |      | 1,069  |   |      |   | (3,497  | )    |  |   | 14,048  |  
|Deferred                                                                                       |  |      | 7,368  |   |      |   | 10,506  |      |  |   | (17,447 | )
|                                                                                               |  |      |        |   |      |   |         |      |  |   |         |  
|                                                                                               |  | $    | 8,437  |   |      | $ | 7,009   |      |  | $ | (3,399  | )
|                                                                                               |  |      |        |   |      |   |         |      |  |   |         |  
|                                                                                              
|A reconciliation of the U.S. statutory tax rates to the effective tax rates on income follows: | 
|                                                                                               |  | 2009 |        |   | 2008 |   |         | 2007 | 
|                                                                                               |  |      |       
|U.S. Statutory Rate                                                                            |  |      | 35.0%  |   |      |   | 35.0%   |      |  |   | 35.0%   |  
|State Taxes, Net of Federal Tax Benefit                                                        |  |      | 0.8%   |   |      |   | 2.4%    |      |  |   | 14.4%   |  
|Foreign Tax Benefits                                                                           |  |      | (4.3%) |   |      |   | 3.4%    |      |  |   | (6.0%)  |  
|Benefit on Dividends Received                                                                  |  |      | (1.5%) |   |      |   | (22.3%) |      |  |   | 48.7%   |  
|Current Year FIN 48 Changes                                                                    |  |      | (7.5%) |   |      |   | -       |      |  |   | -       |  
|Other                                                                                          |  |      | (1.6%) |   |      |   | 5.2%    |      |  |   | 10.8%   |  
|                                                                                               |  |      |        |   |      |   |         |      |  |   |         |  
|Effective Tax Rate                                                                             |  |      | 20.9%  |   |      |   | 23.7%   |      |  |   | 102.9%  |  
|                                                                                               |  |      |        |   |      |   |         |      |  |   |         |  

The components of deferred income taxes were as follows (in thousands):



|                                            |  |      |        |   |      |   |        |  
|------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|Current Asset (Liability):                  |  | 2009 |        |   | 2008 |  
|Difference Between Book and Tax Related to: |  |      |        |   |      |   |        |  
|Inventory                                   |  | $    | 16,624 |   |      | $ | 16,674 |  
|Payroll Related Accruals                    |  |      | 7,768  |   |      |   | 3,279  |  
|Warranty Reserves                           |  |      | 11,839 |   |      |   | 14,010 |  
|Workers Compensation Accruals               |  |      | 2,482  |   |      |   | 2,976  |  
|Other Accrued Liabilities                   |  |      | 17,469 |   |      |   | 22,508 |  
|Pension Cost                                |  |      | 1,031  |   |      |   | 1,022  |  
|Miscellaneous                               |  |      | (5,555 | ) |      |   | (6,973 | )
|                                            |  |      |        |   |      |   |        |  
|Deferred Income Tax Asset                   |  | $    | 51,658 |   |      | $ | 53,496 |  
|                                            |  |      |        |   |      |   |        |  



39



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|                                            |  |      |         |   |      |   |         |  
|------------------------------------------- |  | ---- | ------- | - | ---- | - | ------- | -
|Long-Term Asset (Liability):                |  | 2009 |         |   | 2008 |  
|Difference Between Book and Tax Related to: |  |      |         |   |      |   |         |  
|Pension Cost                                |  | $    | 43,185  |   |      | $ | (31,270 | )
|Accumulated Depreciation                    |  |      | (49,218 | ) |      |   | (50,606 | )
|Intangibles                                 |  |      | (71,686 | ) |      |   | (68,358 | )
|Accrued Employee Benefits                   |  |      | 28,472  |   |      |   | 25,836  |  
|Postretirement Health Care Obligation       |  |      | 59,404  |   |      |   | 62,736  |  
|Warranty                                    |  |      | 4,530   |   |      |   | 5,707   |  
|Valuation Allowance                         |  |      | (6,712  | ) |      |   | (3,788  | )
|Net Operating Loss Carryforwards            |  |      | 7,073   |   |      |   | 3,788   |  
|Miscellaneous                               |  |      | 8,117   |   |      |   | 8,689   |  
|                                            |  |      |         |   |      |   |         |  
|Deferred Income Tax Asset (Liability)       |  | $    | 23,165  |   |      | $ | (47,266 | )
|                                            |  |      |         |   |      |   |         |  

The deferred tax assets that were generated as a result of foreign income tax loss carryforwards and tax incentives in the
amount of $7.1 million are potentially not useable by certain foreign subsidiaries. If not utilized against taxable income, $6.9 million will expire from 2010 through 2020. The remaining $0.2 million has no expiration date. In addition, a deferred
tax asset of $0.7 million was generated as a result of state income tax carryforwards. If not utilized against future taxable income, this amount will expire from 2010 through 2030. 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 $6.7 million.

The Company has not recorded deferred income taxes applicable to undistributed earnings of foreign subsidiaries that are indefinitely reinvested in foreign
operations. These undistributed earnings amounted to approximately $35.5 million at June 28, 2009. If these earnings were remitted to the U.S., they would be subject to U.S. income tax. However, this tax would be less than the U.S. statutory
income tax because of available foreign tax credits.

The Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes
(FIN 48), at the beginning of fiscal year 2008. As a result of the implementation, the Company recognized a $4.0 million increase in the net liability for unrecognized tax benefits. This increase was accounted for as a decrease to the July 1,
2007 balance of retained earnings.

The change to the total unrecognized tax benefits of the Company during the fiscal year ended June 28, 2009 is reconciled as
follows:



|                                                                  |  |   |        |  
|----------------------------------------------------------------- |  | - | ------ | -
|Uncertain Tax Positions:                                          |  |   |        |  
|(in thousands)                                                    |  |   |        |  
|Beginning Balance                                                 |  | $ | 19,205 |  
|Changes based on tax positions related to prior year              |  |   | (575   | )
|Resolution of prior year tax matters                              |  |   | (2,664 | )
|Additions based on tax positions related to current year          |  |   | 1,306  |  
|Settlements with taxing authorities                               |  |   | (827   | )
|Impact of changes in foreign exchange rates and interest accruals |  |   | (312   | )
|                                                                  |  |   |        |  
|Balance at June 28, 2009                                          |  | $ | 16,133 |  
|                                                                  |  |   |        |  

As of June 28, 2009, the Company had $24.1 million of gross unrecognized tax benefits. Of this amount, $15.8 million
represents the portion that, if recognized, would impact the effective tax rate. As of June 28, 2009, the Company had $6.3 million accrued for the payment of interest and penalties.

The Company is regularly audited by federal, state and foreign tax authorities. The Companys taxable years 2006, 2007 and 2008 are currently under IRS audit.



40



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|(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):



|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  
|---------------------------------------------------------------------------------------------------------- |  | ---- | --------- | - | ---- | - | --------- | ---- |  | - | --------- | -
|                                                                                                           |  | 2009 |           |   | 2008 |   |           | 2007 | 
|NET SALES:                                                                                                 |  |      |           |   |      |   |           |      |  |   |           |  
|Engines                                                                                                    |  | $    | 1,414,113 |   |      | $ | 1,459,882 |      |  | $ | 1,447,051 |  
|Power Products                                                                                             |  |      | 892,887   |   |      |   | 870,403   |      |  |   | 889,976   |  
|Eliminations                                                                                               |  |      | (214,811  | ) |      |   | (178,892  | )    |  |   | (180,194  | )
|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  
|                                                                                                           |  | $    | 2,092,189 |   |      | $ | 2,151,393 |      |  | $ | 2,156,833 |  
|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  
|GROSS PROFIT ON SALES:                                                                                     |  |      |           |   |      |   |           |      |  |   |           |  
|Engines                                                                                                    |  | $    | 266,289   |   |      | $ | 270,961   |      |  | $ | 216,910   |  
|Power Products                                                                                             |  |      | 67,479    |   |      |   | 39,376    |      |  |   | 80,359    |  
|Eliminations                                                                                               |  |      | (89       | ) |      |   | (3,021    | )    |  |   | (2,071    | )
|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  
|                                                                                                           |  | $    | 333,679   |   |      | $ | 307,316   |      |  | $ | 295,198   |  
|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  
|INCOME (LOSS) FROM OPERATIONS:                                                                             |  |      |           |   |      |   |           |      |  |   |           |  
|Engines                                                                                                    |  | $    | 83,411    |   |      | $ | 69,455    |      |  | $ | 26,514    |  
|Power Products                                                                                             |  |      | (14,981   | ) |      |   | (40,094   | )    |  |   | 5,958     |  
|Eliminations                                                                                               |  |      | (89       | ) |      |   | (3,021    | )    |  |   | (315      | )
|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  
|                                                                                                           |  | $    | 68,341    |   |      | $ | 26,340    |      |  | $ | 32,157    |  
|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  
|ASSETS:                                                                                                    |  |      |           |   |      |   |           |      |  |   |           |  
|Engines                                                                                                    |  | $    | 1,099,653 |   |      | $ | 1,302,986 |      |  | $ | 1,310,020 |  
|Power Products                                                                                             |  |      | 700,651   |   |      |   | 1,150,040 |      |  |   | 1,051,992 |  
|Eliminations                                                                                               |  |      | (181,281  | ) |      |   | (619,732  | )    |  |   | (477,544  | )
|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  
|                                                                                                           |  | $    | 1,619,023 |   |      | $ | 1,833,294 |      |  | $ | 1,884,468 |  
|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  
|CAPITAL EXPENDITURES:                                                                                      |  |      |           |   |      |   |           |      |  |   |           |  
|Engines                                                                                                    |  | $    | 32,032    |   |      | $ | 36,998    |      |  | $ | 45,848    |  
|Power Products                                                                                             |  |      | 10,995    |   |      |   | 28,515    |      |  |   | 22,152    |  
|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  
|                                                                                                           |  | $    | 43,027    |   |      | $ | 65,513    |      |  | $ | 68,000    |  
|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  
|DEPRECIATION & AMORTIZATION:                                                                               |  |      |           |   |      |   |           |      |  |   |           |  
|Engines                                                                                                    |  | $    | 49,045    |   |      | $ | 48,922    |      |  | $ | 54,757    |  
|Power Products                                                                                             |  |      | 18,758    |   |      |   | 19,964    |      |  |   | 19,557    |  
|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  
|                                                                                                           |  | $    | 67,803    |   |      | $ | 68,886    |      |  | $ | 74,314    |  
|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  
|                                                                                                          
|Information regarding the Companys geographic sales based on product shipment destination (in thousands): | 
|                                                                                                           |  |      |          
|                                                                                                           |  | 2009 |           |   | 2008 |   |           | 2007 | 
|United States                                                                                              |  | $    | 1,589,223 |   |      | $ | 1,584,635 |      |  | $ | 1,685,050 |  
|All Other Countries                                                                                        |  |      | 502,966   |   |      |   | 566,758   |      |  |   | 471,783   |  
|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  
|Total                                                                                                      |  | $    | 2,092,189 |   |      | $ | 2,151,393 |      |  | $ | 2,156,833 |  
|                                                                                                           |  |      |           |   |      |   |           |      |  |   |           |  

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



|          |  |           |         |   |     |  |  |           |   |         |  |     |  |           |  |   |         |  |    
|--------- |  | --------- | ------- | - | --- |  |  | --------- | - | ------- |  | --- |  | --------- |  | - | ------- |  | ---
|          |  | 2009      |         |   |     |  |  | 2008      |   |         |  |     |  | 2007      |  |  
|Customer: |  | Net Sales |         | % |     |  |  | Net Sales |   | %       |  |     |  | Net Sales |  | %
|HOP       |  | $         | 316,021 |   | 15% |  |  |           | $ | 336,271 |  | 16% |  |           |  | $ | 443,393 |  | 21%
|MTD       |  |           | 203,254 |   | 10% |  |  |           |   | 183,554 |  | 9%  |  |           |  |   | 206,291 |  | 10%
|          |  |           |         |   |     |  |  |           |   |         |  |     |  |           |  |   |         |  |    
|          |  | $         | 519,275 |   | 25% |  |  |           | $ | 519,825 |  | 25% |  |           |  | $ | 649,684 |  | 31%
|          |  |           |         |   |     |  |  |           |   |         |  |     |  |           |  |   |         |  |    



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(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 2009, 2008 and 2007 was $24.7 million, $25.0 million
and $22.5 million, respectively.

Future minimum lease commitments for all non-cancelable leases as of June 28, 2009 are as follows (in thousands):



|                                                |  |           |        |         |   |      
|----------------------------------------------- |  | --------- | ------ | ------- | - | -----
|Fiscal Year                                     |  | Operating |        | Capital
|2010                                            |  | $         | 22,752 |         | $ | 983  
|2011                                            |  |           | 13,298 |         |   | 551  
|2012                                            |  |           | 8,319  |         |   | 403  
|2013                                            |  |           | 5,534  |         |   | 133  
|2014                                            |  |           | 3,910  |         |   |     
|Thereafter                                      |  |           | 4,500  |         |   |     
|                                                |  |           |        |         |   |      
|Total future minimum lease commitments          |  | $         | 58,313 |         |   | 2,070
|                                                |  |           |        |         |   |      
|Less: Interest                                  |  |           |        |         |   | 263  
|                                                |  |           |        |         |   |      
|Present value of minimum capital lease payments |  |           |        |         | $ | 1,807
|                                                |  |           |        |         |   |      

(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 17 of the Notes to the Consolidated Financial Statements. As of June 28, 2009 and
June 29, 2008, borrowings under the credit facility totaled $34.0 million and $99.1 million, respectively.

Borrowings under the credit facility 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 $15.6 million, expire at various times throughout fiscal 2010 and are renewable. None of these arrangements had material 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):



|                                                  |  |      |       |  |  |      |   |      
|------------------------------------------------- |  | ---- | ----- |  |  | ---- | - | -----
|                                                  |  | 2009 |       |  |  | 2008
|Balance at Fiscal Year-End                        |  | $    | 3,000 |  |  |      | $ | 3,000
|Weighted Average Interest Rate at Fiscal Year-End |  |      | 4.26% |  |  |      |   | 5.11%



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Notes





|                                                                                                   |  |   |         |  |  |  |   |        
|-------------------------------------------------------------------------------------------------- |  | - | ------- |  |  |  | - | -------
|                                                                                                   |  |   |        
|The Long-Term Debt caption consists of the following (in thousands):                               |  |   |         |  |  |  |   |        
|                                                                                                   |  |   |        
|                                                                                                   |  |   | 2009    |  |  |  |   | 2008   
|8.875% Senior Notes Due March 2011, Net of Unamortized Discount of $896 in 2009 and $1,522 in 2008 |  | $ | 247,104 |  |  |  | $ | 266,478
|Borrowings on Revolving Credit Facility Due July 2012                                              |  |   | 34,000  |  |  |  |   | 99,077 
|                                                                                                   |  |   |         |  |  |  |   |        
|Total Long-Term Debt                                                                               |  | $ | 281,104 |  |  |  | $ | 365,555
|                                                                                                   |  |   |         |  |  |  |   |        

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 the second quarter of fiscal 2006, $2.0 million in the second quarter of fiscal 2008 and $20.0 million in the second quarter of fiscal 2009, 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 28, 2009, 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 17 of the Notes to Consolidated Financial Statements for subsidiary guarantor financial information.

(10)  Other Income:

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



|                                                  |  |      |       |  |  |      |   |        |   |  |      |  |   |        |  
|------------------------------------------------- |  | ---- | ----- |  |  | ---- | - | ------ | - |  | ---- |  | - | ------ | -
|                                                  |  | 2009 |       |  |  | 2008 |   |        |   |  | 2007 | 
|Interest Income                                   |  | $    | 1,081 |  |  |      | $ | 1,506  |   |  |      |  | $ | 1,916  |  
|Income on Preferred Stock                         |  |      |      |  |  |      |   | 28,346 |   |  |      |  |   | 10,000 |  
|Equity in Earnings from Unconsolidated Affiliates |  |      | 1,526 |  |  |      |   | 3,588  |   |  |      |  |   | 3,303  |  
|Gain on Share Redemption                          |  |      |      |  |  |      |   | 8,622  |   |  |      |  |   |       |  
|Other Items                                       |  |      | 608   |  |  |      |   | (670   | ) |  |      |  |   | (383   | )
|                                                  |  |      |       |  |  |      |   |        |   |  |      |  |   |        |  
|Total                                             |  | $    | 3,215 |  |  |      | $ | 41,392 |   |  |      |  | $ | 14,836 |  
|                                                  |  |      |       |  |  |      |   |        |   |  |      |  |   |        |  

(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 28, 2009 and June 29, 2008, the reserve for product and general liability claims (which includes asbestos-related liabilities) was $7.1 million and $6.3 million, respectively.
Because there is inherent uncertainty as to the eventual resolution of unsettled claims, no reasonable range of possible losses can be determined. 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



43



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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 2009 and fiscal 2008, the third party financing company provided financing for $194.2 million and $232.3 million of
Briggs & Stratton product, respectively. As of June 28, 2009 and June 29, 2008, there were $166.4 million and $179.3 million, respectively, in receivables outstanding under this arrangement. Briggs & Stratton made no
payments for customer credit defaults under this indemnity agreement in fiscal 2009 or fiscal 2008.

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 2009, the Company had two letters of credit issued by Comerica Bank, totaling $7.3 million. At the end of fiscal 2008, the Company had four letters of
credit issued by Comerica Bank, totaling $4.7 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.

Starting with the first complaint in June 2004, various plaintiff groups have filed complaints in state and federal courts across the country
against the Company and other engine and lawnmower manufacturers alleging, among other things, 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 by Judge Murphy of the United States District Court for the Southern District of Illinois. Since that time,
plaintiffs have filed 66 separate 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. In these various actions, plaintiffs seek injunctive relief, compensatory and punitive damages, and attorneys fees. Plaintiffs have also filed state and federal antitrust and RICO
claims and seek a nationwide class based on these claims. However, in May 2008 Judge Murphy dismissed similar RICO claims with prejudice.

On September 25, 2008,
the Company, along with several other defendants, filed a motion with the Judicial Panel on Multidistrict Litigation seeking to transfer all pending actions, and any subsequently filed similar 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 held an initial hearing in the action. At that hearing, the court appointed lead plaintiffs class counsel, liaison
counsel for defendants, and entered a stay of all litigation in all cases for 120 days so that the parties may conduct mediation in an effort to resolve all outstanding litigation. Since that order, on May 28, 2009 the Court entered an
additional stay until August 28, 2009 to allow those mediation efforts to continue. The Company has yet to answer or otherwise plead in response to any of the complaints filed to date.

(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. Prior to October 20, 2004, the Company had a Stock Incentive Plan under which 5,361,935 shares of common stock 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 28, 2009, there were 2,110,383 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



44



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Notes





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 2009, 2008 and 2007, the Company recognized stock based compensation expense of approximately $4.0 million, $4.6 million and $8.5
million, respectively.

On the grant date, the exercise price of each stock option issued exceeds the market value of the stock. 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                                                                                                                             |  | 2009  |  |  |  | 2008  |  |  |  | 2007 
|Grant Date Fair Value (Since
options are only granted once per year, the grant date fair value equals the weighted average grant date fair value.) |  | $1.93 |  |  |  | $5.31 |  |  |  | $5.46
|                                                                                                                                                   |  |       |  |  | 
|Assumptions:                                                                                                                                       |  |       |  |  |  |       |  |  |  |      
|Risk-free Interest Rate                                                                                                                            |  | 3.1%  |  |  |  | 4.5%  |  |  |  | 5.0% 
|Expected Volatility                                                                                                                                |  | 32.7% |  |  |  | 26.4% |  |  |  | 27.4%
|Expected Dividend Yield                                                                                                                            |  | 6.5%  |  |  |  | 3.1%  |  |  |  | 3.2% 
|Expected Term (In Years)                                                                                                                           |  | 5.0   |  |  |  | 5.1   |  |  |  | 5.0  

Information on the options outstanding is as follows:



|                           |  |           |  |  |  |                    |       |  |  |                                   |      |  |  |                                         |       
|-------------------------- |  | --------- |  |  |  | ------------------ | ----- |  |  | --------------------------------- | ---- |  |  | --------------------------------------- | ------
|                           |  | Shares    |  |  |  | Wtd. Avg.Ex. Price |       |  |  | Wtd. Avg.RemainingContractualTerm |      |  |  | AggregateIntrinsic Value (in thousands)
|Balance, July 2, 2006      |  | 2,943,433 |  |  |  | $                  | 32.05 |  |  |                                   |      |  |  |                                         |       
|                           |  |           |  |  |  |                    |      
|Granted During the Year    |  | 554,020   |  |  |  |                    | 29.87 |  |  |                                   |      |  |  |                                         |       
|Exercised During the Year  |  | (143,332) |  |  |  |                    | 23.36 |  |  |                                   |      |  |  |                                         |       
|Expired During the Year    |  | (24,442)  |  |  |  |                    | 33.26 |  |  |                                   |      |  |  |                                         |       
|                           |  |           |  |  |  |                    |       |  |  |                                   |      |  |  |                                         |       
|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 |  |  |                                   | 3.50 |  |  |                                         | $    
|                           |  |           |  |  |  |                    |       |  |  |                                   |      |  |  |                                         |       
|                           |  |           |  |  |  |                    |      
|Exercisable, June 28, 2009 |  | 2,448,281 |  |  |  | $                  | 33.52 |  |  |                                   | 3.68 |  |  |                                         | $    



45



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No options were exercised in fiscal 2009. The total intrinsic value of options exercised during the fiscal years ended 2008 and 2007 was $0.3 million and $0.8 million, respectively. The exercise of options resulted in cash receipts of $0.9
million and $3.3 million in fiscal 2008 and 2007, respectively.



|              |  |           |  |  |  |                 |  |  |  |                |  |  |  |               |       |  |  |                    |          
|------------- |  | --------- |  |  |  | --------------- |  |  |  | -------------- |  |  |  | ------------- | ----- |  |  | ------------------ | ---------
|Grant Summary
|Fiscal Year   |  | GrantDate |  |  |  | DateExercisable |  |  |  | ExpirationDate |  |  |  | ExercisePrice |       |  |  | OptionsOutstanding
|2003          |  | 8-13-02   |  |  |  | 8-13-05         |  |  |  | 8-13-09        |  |  |  | $             | 23.35 |  |  |                    | 280,460  
|2004          |  | 8-15-03   |  |  |  | 8-15-06         |  |  |  | 8-15-13        |  |  |  |               | 30.44 |  |  |                    | 758,320  
|2005          |  | 8-13-04   |  |  |  | 8-13-07         |  |  |  | 8-13-14        |  |  |  |               | 36.68 |  |  |                    | 1,063,620
|2006          |  | 8-16-05   |  |  |  | 8-16-08         |  |  |  | 8-16-10        |  |  |  |               | 38.83 |  |  |                    | 345,881  
|2007          |  | 8-15-06   |  |  |  | 8-15-09         |  |  |  | 8-15-11        |  |  |  |               | 29.87 |  |  |                    | 534,820  
|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 |  |  |                    | 729,990  

Below is a summary of the status of the Companys nonvested shares as of June 28, 2009, 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 29, 2008 |  | 31,597         |   |  |  |                  | $                             | 34.80 |  |               |        | 143,977 |   |  |  |                               | $ | 32.11 |  |        |  | 1,481,291 |   |  |                               |  | $ | 5.85
|Granted                         |  | 124,879        |   |  |  |                  |                               | 13.51 |  |               |        | 118,975 |   |  |  |                               |   | 13.51 |  |        |  | 729,990   |   |  |                               |  |   | 1.93
|Cancelled                       |  | (500           | ) |  |  |                  |                               | 13.51 |  |               |        | (1,750  | ) |  |  |                               |   | 21.75 |  |        |  | (8,000    | ) |  |                               |  |   | 5.39
|Vested                          |  | (5,922         | ) |  |  |                  |                               | 13.51 |  |               |        | (37,217 | ) |  |  |                               |   | 31.17 |  |        |  | (345,881  | ) |  |                               |  |   | 7.37
|                                |  |                |   |  |  |                  |                               |       |  |               |        |         |   |  |  |                               |   |       |  |        |  |           |   |  |                               |  |   |     
|Nonvested shares, June 28, 2009 |  | 150,054        |   |  |  |                  | $                             | 17.99 |  |               |        | 223,985 |   |  |  |                               | $ | 22.47 |  |        |  | 1,857,400 |   |  |                               |  | $ | 4.02
|                                |  |                |   |  |  |                  |                               |       |  |               |        |         |   |  |  |                               |   |       |  |        |  |           |   |  |                               |  |   |     

As of June 28, 2009, there was $3.1 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 1.9 years. The total fair value of shares vested during fiscal 2009 and 2008 was $3.1 million and $13.4 million, respectively.

Under the plans, the Company has issued restricted stock to certain employees. During fiscal years 2009, 2008 and 2007, the Company has issued 118,975, 32,550 and 21,425 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 $1.6 million, $0.9 million and $0.6 million
in fiscal 2009, 2008 and 2007, 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 47,744, 3,521 and 3,497 shares in fiscal 2009, 2008
and 2007, respectively, under this provision of the plans.

Under the Incentive Compensation Plan, the Company may also issue deferred stock to its officers and key
employees. The Company has issued 77,135 and 2,207 shares in fiscal 2009 and 2008, respectively, under this provision. The aggregate market value on the date of issue was approximately $1.0 million and $0.1 million, respectively. Expense is
recognized ratably over the five-year vesting period.



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



|                                           |  |      |         |  |  |      |   |         |  |      |  |   |        
|------------------------------------------ |  | ---- | ------- |  |  | ---- | - | ------- |  | ---- |  | - | -------
|                                           |  | 2009 |         |  |  | 2008 |   |         |  | 2007
|Stock Options:                             |  |      |         |  |  |      |   |         |  |      |  |   |        
|Pretax compensation expense                |  | $    | 1,760   |  |  |      | $ | 3,304   |  |      |  | $ | 7,258  
|Tax benefit                                |  |      | (686)   |  |  |      |   | (1,289) |  |      |  |   | (2,831)
|                                           |  |      |         |  |  |      |   |         |  |      |  |   |        
|Stock option expense, net of tax           |  | $    | 1,074   |  |  |      | $ | 2,015   |  |      |  | $ | 4,427  
|                                           |  |      |         |  | 
|Restricted Stock:                          |  |      |         |  |  |      |   |         |  |      |  |   |        
|Pretax compensation expense                |  | $    | 1,097   |  |  |      | $ | 1,117   |  |      |  | $ | 900    
|Tax benefit                                |  |      | (428)   |  |  |      |   | (436)   |  |      |  |   | (351)  
|                                           |  |      |         |  |  |      |   |         |  |      |  |   |        
|Restricted stock expense, net of tax       |  | $    | 669     |  |  |      | $ | 681     |  |      |  | $ | 549    
|                                           |  |      |         |  | 
|Deferred Stock:                            |  |      |         |  |  |      |   |         |  |      |  |   |        
|Pretax compensation expense                |  | $    | 1,142   |  |  |      | $ | 142     |  |      |  | $ | 326    
|Tax benefit                                |  |      | (445)   |  |  |      |   | (55)    |  |      |  |   | (127)  
|                                           |  |      |         |  |  |      |   |         |  |      |  |   |        
|Deferred stock expense, net of tax         |  | $    | 697     |  |  |      | $ | 87      |  |      |  | $ | 199    
|                                           |  |      |         |  | 
|Total Stock-Based Compensation:            |  |      |         |  |  |      |   |         |  |      |  |   |        
|Pretax compensation expense                |  | $    | 3,999   |  |  |      | $ | 4,563   |  |      |  | $ | 8,484  
|Tax benefit                                |  |      | (1,559) |  |  |      |   | (1,780) |  |      |  |   | (3,309)
|                                           |  |      |         |  |  |      |   |         |  |      |  |   |        
|Total stock-based compensation, net of tax |  | $    | 2,440   |  |  |      | $ | 2,783   |  |      |  | $ | 5,175  
|                                           |  |      |         |  |  |      |   |         |  |      |  |   |        

(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 have the opportunity to ratify the rights
agreement in an effort to determine the viewpoint of shareholders on the advisability of the rights agreement at the annual meeting scheduled for October 21, 2009. If the rights agreement is not ratified by shareholders as proposed, the Board
of Directors intends to reevaluate the rights agreement and determine whether it believes the rights agreement in its current form continues to be in the shareholders best interests. The Board may, as a result of such reevaluation and
determination, terminate the rights agreement, modify the terms of the rights agreement or allow the rights agreement to remain in place without change, among other actions.

(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 twelve 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 currency exchange 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 also has forward contracts to



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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s foreign currency forward contracts are carried at fair value based on
current exchange rates.

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



|                                                                                                |  |          |  |                |  |         |  |                |  |      |  |                   |  |      |  |                           |  |      |  |                     |  |      |  |                        |  |               
|----------------------------------------------------------------------------------------------- |  | -------- |  | -------------- |  | ------- |  | -------------- |  | ---- |  | ----------------- |  | ---- |  | ------------------------- |  | ---- |  | ------------------- |  | ---- |  | ---------------------- |  | --------------
|                                                                                                |  |          |  | In Millions    |  |         |  |                |  |      |  |                  
|Hedge                                                                                           |  |          |  | Notional Value |  |         |  | Contract Value |  |      |  | Fair Market Value |  |      |  | (Gain) Loss at Fair Value |  |      |  | Conversion Currency |  |      |  | Latest Expiration 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 had the following forward currency contracts outstanding at the end of fiscal 2008:
|                                                                                                |  |          |  |                |  |        
|                                                                                                |  |          |  | In Millions    |  |         |  |                |  |      |  |                  
|Hedge                                                                                           |  |          |  | Notional Value |  |         |  | Contract Value |  |      |  | Fair Market Value |  |      |  | (Gain) Loss at Fair Value |  |      |  | Conversion Currency |  |      |  | Latest Expiration Date
|Currency                                                                                        |  | Contract |  |                |  |         |  |                |  |      |  |                   |  |      | 
|Japanese Yen                                                                                    |  | Buy      |  |                |  | 1,200.0 |  |                |  | 11.3 |  |                   |  | 11.4 |  |                           |  | (.1) |  |                     |  | U.S. |  |                        |  | December 2008 
|Australian Dollar                                                                               |  | Sell     |  |                |  | 5.5     |  |                |  | 4.9  |  |                   |  | 5.2  |  |                           |  | .3   |  |                     |  | U.S. |  |                        |  | September 2008

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 hedges in fiscal 2009 or 2008.



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(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):



|                                                                                |      |                  |           |                               |      |           |      |   |           |  |   |          
|------------------------------------------------------------------------------- | ---- | ---------------- | --------- | ----------------------------- | ---- | --------- | ---- | - | --------- |  | - | ---------
|Actuarial Assumptions:                                                          |      | Pension Benefits |           | Other Postretirement Benefits
|                                                                                | 2009 |                  | 2008      |                               | 2009 |           | 2008
|Discounted Rate Used to Determine Present Value of Projected Benefit Obligation |      |                  | 6.75%     |                               |      | 7.0%      |      |   | 6.40%     |  |   | 6.40%    
|Expected Rate of Future Compensation Level Increases                            |      |                  | 3.0-4.0%  |                               |      | 3.0-5.0%  |      |   | n/a       |  |   | n/a      
|Expected Long-Term Rate of Return on Plan Assets                                |      |                  | 8.75%     |                               |      | 8.75%     |      |   | n/a       |  |   | n/a      
|                                                                                |      |                  |           |                              
|Change in Benefit Obligations:                                                  |      |                  |           |                               |      |           |      |   |           |  |   |          
|Projected Benefit Obligation at Beginning of Year                               |      | $                | 911,993   |                               | $    | 986,472   |      | $ | 209,914   |  | $ | 243,545  
|Service Cost                                                                    |      |                  | 11,507    |                               |      | 12,037    |      |   | 721       |  |   | 1,486    
|Interest Cost                                                                   |      |                  | 61,210    |                               |      | 60,326    |      |   | 12,487    |  |   | 13,760   
|Curtailment                                                                     |      |                  | (1,723)   |                               |      | -         |      |   | -         |  |   | (16,417) 
|Plan Participant Contributions                                                  |      |                  | -         |                               |      | -         |      |   | 869       |  |   | 629      
|Actuarial (Gain) Loss                                                           |      |                  | 28,477    |                               |      | (74,125)  |      |   | 2,992     |  |   | (2,597)  
|Benefits Paid                                                                   |      |                  | (73,195)  |                               |      | (72,717)  |      |   | (26,869)  |  |   | (30,492) 
|                                                                                |      |                  |           |                               |      |           |      |   |           |  |   |          
|Projected Benefit Obligation at End of Year                                     |      | $                | 938,269   |                               | $    | 911,993   |      | $ | 200,114   |  | $ | 209,914  
|                                                                                |      |                  |           |                               |      |           |      |   |           |  |   |          
|                                                                                |      |                  |           |                              
|Change in Plan Assets:                                                          |      |                  |           |                               |      |           |      |   |           |  |   |          
|Fair Value of Plan Assets at Beginning of Year                                  |      | $                | 964,140   |                               | $    | 1,048,881 |      | $ | -         |  | $ | -        
|Actual Return on Plan Assets                                                    |      |                  | (95,538)  |                               |      | (13,677)  |      |   | -         |  |   | -        
|Plan Participant Contributions                                                  |      |                  | -         |                               |      | -         |      |   | 869       |  |   | 629      
|Employer Contributions                                                          |      |                  | 1,851     |                               |      | 1,653     |      |   | 26,000    |  |   | 29,863   
|Benefits Paid                                                                   |      |                  | (73,195)  |                               |      | (72,717)  |      |   | (26,869)  |  |   | (30,492) 
|                                                                                |      |                  |           |                               |      |           |      |   |           |  |   |          
|Fair Value of Plan Assets at End of Year                                        |      | $                | 797,258   |                               | $    | 964,140   |      | $ | -         |  | $ | -        
|                                                                                |      |                  |           |                               |      |           |      |   |           |  |   |          
|                                                                                |      |                  |           |                              
|Funded Status:                                                                  |      |                  |           |                               |      |           |      |   |           |  |   |          
|Plan Assets (Less Than) in Excess of Projected Benefit Obligation               |      | $                | (141,011) |                               | $    | 52,147    |      | $ | (200,114) |  | $ | (209,914)
|                                                                                |      |                  |           |                              
|Amounts Recognized on the Balance Sheets:                                       |      |                  |           |                               |      |           |      |   |           |  |   |          
|Prepaid Pension                                                                 |      | $                | -         |                               | $    | 90,020    |      | $ | -         |  | $ | -        
|Accrued Pension Cost                                                            |      |                  | (138,811) |                               |      | (36,173)  |      |   | -         |  |   | -        
|Accrued Wages and Salaries                                                      |      |                  | (2,200)   |                               |      | (1,700)   |      |   | -         |  |   | -        
|Accrued Postretirement Health Care Obligation                                   |      |                  | -         |                               |      | -         |      |   | (155,443) |  |   | (161,684)
|Accrued Liabilities                                                             |      |                  | -         |                               |      | -         |      |   | (26,343)  |  |   | (30,621) 
|Accrued Employee Benefits                                                       |      |                  | -         |                               |      | -         |      |   | (18,328)  |  |   | (17,609) 
|                                                                                |      |                  |           |                               |      |           |      |   |           |  |   |          
|Net Amount Recognized at End of Year                                            |      | $                | (141,011) |                               | $    | 52,147    |      | $ | (200,114) |  | $ | (209,914)
|                                                                                |      |                  |           |                               |      |           |      |   |           |  |   |          
|                                                                                |      |                  |           |                              
|Amounts Recognized in Accumulated Other Comprehensive Income (Loss):            |      |                  |           |                               |      |           |      |   |           |  |   |          
|Transition Assets (Obligation)                                                  |      | $                | (20)      |                               | $    | (24)      |      | $ | -         |  | $ | -        
|Net Actuarial Loss                                                              |      |                  | (187,680) |                               |      | (62,611)  |      |   | (63,088)  |  |   | (67,139) 
|Prior Service Credit (Cost)                                                     |      |                  | (7,629)   |                               |      | (10,398)  |      |   | 2,310     |  |   | 2,844    
|                                                                                |      |                  |           |                               |      |           |      |   |           |  |   |          
|Net Amount Recognized at End of Year                                            |      | $                | (195,329) |                               | $    | (73,033)  |      | $ | (60,778)  |  | $ | (64,295) 
|                                                                                |      |                  |           |                               |      |           |      |   |           |  |   |          



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The accumulated benefit obligation for all defined benefit pension plans was $907 million and $872 million at June 28, 2009 and June 29, 2008, respectively.

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



|                                              |  |                  |          |                               |   |          |  |      |          |      |   |        |  |   |        |  |   |       
|--------------------------------------------- |  | ---------------- | -------- | ----------------------------- | - | -------- |  | ---- | -------- | ---- | - | ------ |  | - | ------ |  | - | ------
|                                              |  | Pension Benefits |          | Other Postretirement Benefits
|                                              |  | 2009             |          | 2008                          |   | 2007     |  | 2009 |          | 2008 |   | 2007  
|Components of Net Periodic (Income) Expense:  |  |                  |          |                               |   |          |  |      |          |      |   |       
|Service Cost-Benefits Earned During the Year  |  | $                | 11,507   |                               | $ | 12,037   |  | $    | 13,290   |      | $ | 721    |  | $ | 1,486  |  | $ | 1,777 
|Interest Cost on Projected Benefit Obligation |  |                  | 61,210   |                               |   | 60,326   |  |      | 57,940   |      |   | 12,487 |  |   | 13,760 |  |   | 16,007
|Expected Return on Plan Assets                |  |                  | (83,331) |                               |   | (81,344) |  |      | (78,250) |      |   | -      |  |   | -      |  |   | -     
|Amortization of:                              |  |                  |          |                               |   |          |  |      |          |      |   |        |  |   |        |  |   |       
|Transition Obligation                         |  |                  | 8        |                               |   | 8        |  |      | 8        |      |   | -      |  |   | 42     |  |   | 46    
|Prior Service Cost (Credit)                   |  |                  | 3,348    |                               |   | 3,290    |  |      | 3,290    |      |   | (876)  |  |   | (849)  |  |   | (849) 
|Actuarial Loss                                |  |                  | 558      |                               |   | 5,368    |  |      | 5,032    |      |   | 9,840  |  |   | 10,861 |  |   | 13,337
|                                              |  |                  |          |                               |   |          |  |      |          |      |   |        |  |   |        |  |   |       
|Net Periodic (Income) Expense                 |  | $                | (6,700)  |                               | $ | (315)    |  | $    | 1,310    |      | $ | 22,172 |  | $ | 25,300 |  | $ | 30,318
|                                              |  |                  |          |                               |   |          |  |      |          |      |   |        |  |   |        |  |   |       

Significant assumptions used in determining net periodic benefit cost for the fiscal years indicated are as follows:



|                               |  |                  |  |                               |  |          |  |       |  |       |  |      
|------------------------------ |  | ---------------- |  | ----------------------------- |  | -------- |  | ----- |  | ----- |  | -----
|                               |  | Pension Benefits |  | Other Postretirement Benefits
|                               |  | 2009             |  | 2008                          |  | 2007     |  | 2009  |  | 2008  |  | 2007 
|Discount Rate                  |  | 6.75%            |  | 7.0%                          |  | 6.35%    |  | 6.40% |  | 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%         |  | 3.0-5.0%                      |  | 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
benefit cost during the next fiscal year are as follows (in thousands):



|                            |  |              |       |                          |   |       
|--------------------------- |  | ------------ | ----- | ------------------------ | - | ------
|                            |  | PensionPlans |       | OtherPostretirementPlans
|Transition Obligation       |  | $            | 8     |                          | $ | -     
|Prior Service Cost (Credit) |  |              | 3,112 |                          |   | (921) 
|Net Actuarial Loss          |  |              | 3,365 |                          |   | 10,592

The Other Postretirement Benefit plans are unfunded.

For measurement purposes an 8.5% annual rate of increase in the per capita cost of covered health care claims was assumed for the Company for the fiscal year 2009 decreasing
gradually to 4.5% for the fiscal year 2017. 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 $8.7 million and
would increase the service and interest cost by $0.7 million for fiscal 2009. A corresponding decrease of one percentage point would decrease the accumulated postretirement benefit by $8.1 million and decrease the service and interest cost by $0.7
million for the fiscal year 2009.

As discussed in Note 18 in the Notes to the Consolidated Financial Statements, the Company plans to close its Jefferson and
Watertown, WI production facilities by the end of the second quarter of fiscal 2010. The closure of these facilities will result 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



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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 plans weighted-average asset allocations and target allocations at June 28,
2009, and June 29, 2008, by asset category are as follows:



|                                |  |          |  |                         |  |     
|------------------------------- |  | -------- |  | ----------------------- |  | ----
|                                |  |          |  | Plan Assets at Year-end
|Asset Category                  |  | Target % |  | 2009                    |  | 2008
|Cash                            |  | 0%-2%    |  | 8%                      |  | 1%  
|Domestic Bonds                  |  | 10%-30%  |  | 27%                     |  | 29% 
|Non-Investment Grade Bonds      |  | 0%-15%   |  | 0%                      |  | 0%  
|Non-US Bonds                    |  | 0%-10%   |  | 0%                      |  | 0%  
|Domestic Equities               |  | 20%-40%  |  | 18%                     |  | 20% 
|Global & International Equities |  | 10%-25%  |  | 9%                      |  | 16% 
|Alternative & Absolute Return   |  | 20%-30%  |  | 34%                     |  | 30% 
|Real Estate                     |  | 4%-10%   |  | 4%                      |  | 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.

Contributions

The Company is not required to make any contributions to the pension plans in fiscal 2010.

Estimated Future Benefit Payments

Projected benefit payments from the plans as of June 28, 2009 are estimated as follows (in thousands):



|            |  |                  |         |               |   |                               |  |                |  |              |        |     |   |       |  |   |      
|----------- |  | ---------------- | ------- | ------------- | - | ----------------------------- |  | -------------- |  | ------------ | ------ | --- | - | ----- |  | - | -----
|            |  | Pension Benefits |         |               |   | Other Postretirement Benefits
|Year Ending |  | Qualified        |         | Non-Qualified |   |                               |  | RetireeMedical |  | Retiree Life |        | LTD
|2010        |  | $                | 68,966  |               | $ | 2,244                         |  |                |  | $            | 26,232 |     | $ | 1,133 |  | $ | 195  
|2011        |  |                  | 69,049  |               |   | 2,221                         |  |                |  |              | 27,379 |     |   | 1,165 |  |   | 199  
|2012        |  |                  | 69,199  |               |   | 2,200                         |  |                |  |              | 26,400 |     |   | 1,195 |  |   | 179  
|2013        |  |                  | 69,231  |               |   | 2,174                         |  |                |  |              | 24,239 |     |   | 1,223 |  |   | 171  
|2014        |  |                  | 69,193  |               |   | 2,150                         |  |                |  |              | 20,753 |     |   | 1,250 |  |   | 160  
|2015-2019   |  |                  | 346,644 |               |   | 16,003                        |  |                |  |              | 62,602 |     |   | 6,581 |  |   | 1,443

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 match contributions ceased July 1, 2009. Additionally, certain employees may receive Company nonelective contributions
equal to 2% of the employees salary. The Company contributions totaled $8.1 million in 2009, $6.6 million in 2008 and $6.1 million in 2007.

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



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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 6.40% interest rate for both
fiscal years 2009 and 2008. Amounts are included in Accrued Employee Benefits in the Consolidated Balance Sheets.

(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):



|                                        |  |                |         |           |   |         |  |                |  |            |         |  |   |        
|--------------------------------------- |  | -------------- | ------- | --------- | - | ------- |  | -------------- |  | ---------- | ------- |  | - | -------
|                                        |  | 2009           |         |           |   | 2008   
|                                        |  | CarryingAmount |         | FairValue |   |         |  | CarryingAmount |  | Fair Value
|Long-term Debt -                        |  |                |         |           |   |         |  |                |  |            |         |  |   |        
|8.875% Notes Due 2011                   |  | $              | 247,104 |           | $ | 259,537 |  |                |  | $          | 266,478 |  | $ | 280,364
|Borrowings on Revolving Credit Facility |  | $              | 34,000  |           | $ | 34,000  |  |                |  | $          | 99,077  |  | $ | 99,077 

(17)  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 28, 2009  |         |                 
|                                              |  | CarryingAmount |         | MaximumGuarantee
|8.875% Senior Notes, due March 15, 2011       |  | $              | 247,104 |                  | $ | 248,000
|Revolving Credit Facility, expiring July 2012 |  | $              | 34,000  |                  | $ | 500,000



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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 28, 2009 |  | Briggs & StrattonCorporation |           | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |         |  | Consolidated
|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   | ) |  | $ | 299,089  
|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   | ) |  |   | 694,683  
|                                   |  |                              |           |                       |   |                           |  |              |         |  |              |            |   |  |   |          
|                                   |  | $                            | 1,595,691 |                       | $ | 680,035                   |  | $            | 294,947 |  | $            | (951,650   | ) |  | $ | 1,619,023
|                                   |  |                              |           |                       |   |                           |  |              |         |  |              |            |   |  |   |          
|                                   |  |                              |           |                       |  
|As of June 29, 2008                |  |                              |           |                       |   |                           |  |              |         |  |              |            |   |  |   |          
|Current Assets                     |  | $                            | 543,349   |                       | $ | 1,071,298                 |  | $            | 234,889 |  | $            | (870,999   | ) |  | $ | 978,537  
|Investment in Subsidiary           |  |                              | 1,065,613 |                       |   | -                         |  |              | -       |  |              | (1,065,613 | ) |  |   | -        
|Noncurrent Assets                  |  |                              | 371,781   |                       |   | 445,777                   |  |              | 37,199  |  |              | -          |   |  |   | 854,757  
|                                   |  |                              |           |                       |   |                           |  |              |         |  |              |            |   |  |   |          
|                                   |  | $                            | 1,980,743 |                       | $ | 1,517,075                 |  | $            | 272,088 |  | $            | (1,936,612 | ) |  | $ | 1,833,294
|                                   |  |                              |           |                       |   |                           |  |              |         |  |              |            |   |  |   |          
|                                   |  |                              |           |                       |  
|Current Liabilities                |  | $                            | 574,795   |                       | $ | 462,968                   |  | $            | 166,838 |  | $            | (870,999   | ) |  | $ | 333,602  
|Long-Term Debt                     |  |                              | 365,555   |                       |   | -                         |  |              | -       |  |              | -          |   |  |   | 365,555  
|Other Long-Term Obligations        |  |                              | 202,870   |                       |   | 93,218                    |  |              | 526     |  |              | -          |   |  |   | 296,614  
|Shareholders Equity               |  |                              | 837,523   |                       |   | 960,889                   |  |              | 104,724 |  |              | (1,065,613 | ) |  |   | 837,523  
|                                   |  |                              |           |                       |   |                           |  |              |         |  |              |            |   |  |   |          
|                                   |  | $                            | 1,980,743 |                       | $ | 1,517,075                 |  | $            | 272,088 |  | $            | (1,936,612 | ) |  | $ | 1,833,294
|                                   |  |                              |           |                       |   |                           |  |              |         |  |              |            |   |  |   |          



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|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|-------------------------------------------------------------- |  | ---------------------------- | --------- |  | --------------------- | - | -------- | ------------------------- |  | - | ------------ |  |  | ------------ | --------- |  |  | - | --------- | 
|STATEMENT OF EARNINGS: For the Fiscal Year Ended June 28, 2009 |  | Briggs & StrattonCorporation |           |  | GuarantorSubsidiaries |   |          | Non-GuarantorSubsidiaries |  |   | Eliminations |  |  | Consolidated |          
|Net Sales                                                      |  | $                            | 1,316,402 |  |                       | $ | 819,826  |                           |  | $ | 299,200      |  |  | $            | (343,239) |  |  | $ | 2,092,189 | 
|Cost of Goods Sold                                             |  |                              | 1,090,223 |  |                       |   | 767,615  |                           |  |   | 246,494      |  |  |              | (350,397) |  |  |   | 1,753,935 | 
|Impairment Charge                                              |  |                              | -         |  |                       |   | 4,575    |                           |  |   | -            |  |  |              | -         |  |  |   | 4,575     | 
|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Gross Profit                                                   |  |                              | 226,179   |  |                       |   | 47,636   |                           |  |   | 52,706       |  |  |              | 7,158     |  |  |   | 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                                  |  |                              | 68,724    |  |                       |   | (28,165) |                           |  |   | 11,980       |  |  |              | 15,802    |  |  |   | 68,341    | 
|Interest Expense                                               |  |                              | (30,657)  |  |                       |   | (166)    |                           |  |   | (324)        |  |  |              | -         |  |  |   | (31,147)  | 
|Other Income (Expense), Net                                    |  |                              | 8,552     |  |                       |   | 286      |                           |  |   | (18)         |  |  |              | (5,605)   |  |  |   | 3,215     | 
|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Income (Loss) Before Provision for Income Taxes                |  |                              | 46,619    |  |                       |   | (28,045) |                           |  |   | 11,638       |  |  |              | 10,197    |  |  |   | 40,409    | 
|Provision (Credit) for Income Taxes                            |  |                              | 16,200    |  |                       |   | (9,939)  |                           |  |   | 2,176        |  |  |              | -         |  |  |   | 8,437     | 
|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Net Income (Loss)                                              |  | $                            | 30,419    |  |                       | $ | (18,106) |                           |  | $ | 9,462        |  |  | $            | 10,197    |  |  | $ | 31,972    | 
|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|                                                               |  |                              |           |  |                      
|For the Fiscal Year Ended June 29, 2008                        |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Net Sales                                                      |  | $                            | 1,372,382 |  |                       | $ | 831,024  |                           |  | $ | 250,046      |  |  | $            | (302,059) |  |  | $ | 2,151,393 | 
|Cost of Goods Sold                                             |  |                              | 1,133,200 |  |                       |   | 802,254  |                           |  |   | 209,022      |  |  |              | (300,399) |  |  |   | 1,844,077 | 
|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Gross Profit                                                   |  |                              | 239,182   |  |                       |   | 28,770   |                           |  |   | 41,024       |  |  |              | (1,660)   |  |  |   | 307,316   | 
|Engineering, Selling, General and                              |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Administrative Expenses                                        |  |                              | 165,625   |  |                       |   | 79,946   |                           |  |   | 35,405       |  |  |              | -         |  |  |   | 280,976   | 
|Equity in Loss from Subsidiaries                               |  |                              | 25,265    |  |                       |   | -        |                           |  |   | -            |  |  |              | (25,265)  |  |  |   | -         | 
|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Income (Loss) from Operations                                  |  |                              | 48,292    |  |                       |   | (51,176) |                           |  |   | 5,619        |  |  |              | 23,605    |  |  |   | 26,340    | 
|Interest Expense                                               |  |                              | (37,615)  |  |                       |   | (219)    |                           |  |   | (289)        |  |  |              | -         |  |  |   | (38,123)  | 
|Other Income, Net                                              |  |                              | 42,146    |  |                       |   | 1,628    |                           |  |   | 913          |  |  |              | (3,295)   |  |  |   | 41,392    | 
|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Income (Loss) Before Provision for Income Taxes                |  |                              | 52,823    |  |                       |   | (49,767) |                           |  |   | 6,243        |  |  |              | 20,310    |  |  |   | 29,609    | 
|Provision (Credit) for Income Taxes                            |  |                              | 25,269    |  |                       |   | (20,561) |                           |  |   | 2,301        |  |  |              | -         |  |  |   | 7,009     | 
|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Net Income (Loss)                                              |  | $                            | 27,554    |  |                       | $ | (29,206) |                           |  | $ | 3,942        |  |  | $            | 20,310    |  |  | $ | 22,600    | 
|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|                                                               |  |                              |           |  |                      
|For the Fiscal Year Ended July 1, 2007                         |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Net Sales                                                      |  | $                            | 1,397,336 |  |                       | $ | 861,435  |                           |  | $ | 196,762      |  |  | $            | (298,700) |  |  | $ | 2,156,833 | 
|Cost of Goods Sold                                             |  |                              | 1,166,971 |  |                       |   | 782,465  |                           |  |   | 163,635      |  |  |              | (294,524) |  |  |   | 1,818,547 | 
|Impairment Charge                                              |  |                              | 33,900    |  |                       |   | 7,907    |                           |  |   | 1,281        |  |  |              | -         |  |  |   | 43,088    | 
|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Gross Profit                                                   |  |                              | 196,465   |  |                       |   | 71,063   |                           |  |   | 31,846       |  |  |              | (4,176)   |  |  |   | 295,198   | 
|Engineering, Selling, General and                              |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Administrative Expenses                                        |  |                              | 163,553   |  |                       |   | 74,676   |                           |  |   | 26,742       |  |  |              | (1,930)   |  |  |   | 263,041   | 
|Equity in Earnings from Subsidiaries                           |  |                              | (2,531)   |  |                       |   | -        |                           |  |   | -            |  |  |              | 2,531     |  |  |   | -         | 
|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Income (Loss) from Operations                                  |  |                              | 35,443    |  |                       |   | (3,613)  |                           |  |   | 5,104        |  |  |              | (4,777)   |  |  |   | 32,157    | 
|Interest Expense                                               |  |                              | (43,285)  |  |                       |   | (122)    |                           |  |   | (284)        |  |  |              | -         |  |  |   | (43,691)  | 
|Other Income (Expense), Net                                    |  |                              | 10,440    |  |                       |   | 3,143    |                           |  |   | (948)        |  |  |              | 2,201     |  |  |   | 14,836    | 
|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Income (Loss) Before Provision for Income Taxes                |  |                              | 2,598     |  |                       |   | (592)    |                           |  |   | 3,872        |  |  |              | (2,576)   |  |  |   | 3,302     | 
|Provision (Credit) for Income Taxes                            |  |                              | (4,147)   |  |                       |   | (478)    |                           |  |   | 1,226        |  |  |              | -         |  |  |   | (3,399)   | 
|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 
|Net Income (Loss)                                              |  | $                            | 6,745     |  |                       | $ | (114)    |                           |  | $ | 2,646        |  |  | $            | (2,576)   |  |  | $ | 6,701     | 
|                                                               |  |                              |           |  |                       |   |          |                           |  |   |              |  |  |              |           |  |  |   |           | 



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|                                                                                        |  |                              |          |                       |   |                           |  |              |          |              |   |           |  |   |          
|--------------------------------------------------------------------------------------- |  | ---------------------------- | -------- | --------------------- | - | ------------------------- |  | ------------ | -------- | ------------ | - | --------- |  | - | ---------
|STATEMENT OF CASH FLOWS: For the Fiscal Year Ended June 28, 2009                        |  | Briggs & StrattonCorporation |          | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |          | Consolidated
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                   |  |                              |          |                       |   |                           |  |              |          |              |   |           |  |   |          
|Net Income (Loss)                                                                       |  | $                            | 39,054   |                       | $ | (18,106)                  |  | $            | 9,462    |              | $ | 1,562     |  | $ | 31,972   
|Adjustments to Reconcile Net Income to Net CashProvided (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                                                        |  |                              | 9        |                       |   | -                         |  |              | -        |              |   | (9)       |  |   | -        
|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                                                                 |  |                              | 29,966   |                       |   | 35,295                    |  |              | 3,339    |              |   | (6,790)   |  |   | 61,810   
|(Increase) Decrease in Prepaid Expenses andOther 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)                  |  |              | 4,570    |              |   | -         |  |   | (5,394)  
|                                                                                        |  |                              |          |                       |   |                           |  |              |          |              |   |           |  |   |          
|Net Cash Provided by Operating Activities                                               |  |                              | 105,295  |                       |   | 47,694                    |  |              | 44,508   |              |   | (25,077)  |  |   | 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                                                           |  |                              | (11,504) |                       |   | -                         |  |              | (200)    |              |   | 11,704    |  |   | -        
|Other, Net                                                                              |  |                              | (348)    |                       |   | -                         |  |              | -        |              |   | -         |  |   | (348)    
|                                                                                        |  |                              |          |                       |   |                           |  |              |          |              |   |           |  |   |          
|Net Cash Used by Investing Activities                                                   |  |                              | (37,693) |                       |   | (8,678)                   |  |              | (29,806) |              |   | 11,704    |  |   | (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) |                       |   | -                         |  |              | (5,238)  |              |   | 5,238     |  |   | (38,171) 
|Capital Contributions Received                                                          |  |                              | -        |                       |   | -                         |  |              | 11,704   |              |   | (11,704)  |  |   | -        
|                                                                                        |  |                              |          |                       |   |                           |  |              |          |              |   |           |  |   |          
|Net Cash Used by Financing Activities                                                   |  |                              | (68,618) |                       |   | (38,804)                  |  |              | (29,199) |              |   | 13,373    |  |   | (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   
|                                                                                        |  |                              |          |                       |   |                           |  |              |          |              |   |           |  |   |          



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|                                                                                        |  |                              |           |                       |   |                           |  |              |          |              |   |           |  |   |         
|--------------------------------------------------------------------------------------- |  | ---------------------------- | --------- | --------------------- | - | ------------------------- |  | ------------ | -------- | ------------ | - | --------- |  | - | --------
|STATEMENT OF CASH FLOWS: For the Fiscal Year Ended June 29, 2008                        |  | Briggs & StrattonCorporation |           | GuarantorSubsidiaries |   | Non-GuarantorSubsidiaries |  | Eliminations |          | Consolidated
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                   |  |                              |           |                       |   |                           |  |              |          |              |   |           |  |   |         
|Net Income (Loss)                                                                       |  | $                            | 27,554    |                       | $ | (29,206)                  |  | $            | 3,942    |              | $ | 20,310    |  | $ | 22,600  
|Adjustments to Reconcile Net Income to Net CashProvided (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                                                        |  |                              | 25,265    |                       |   | -                         |  |              | -        |              |   | (25,265)  |  |   | -       
|(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                                                      |  |                              | 1,466     |                       |   | 19,745                    |  |              | (3,572)  |              |   | 751       |  |   | 18,390  
|Decrease in Prepaid Expenses andOther 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                                        |  |                              | 105,195   |                       |   | (43,557)                  |  |              | (9,127)  |              |   | 8,778     |  |   | 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                                                           |  |                              | (5,819)   |                       |   | -                         |  |              | (202)    |              |   | 6,021     |  |   | -       
|Other, Net                                                                              |  |                              | (503)     |                       |   | -                         |  |              | -        |              |   | -         |  |   | (503)   
|                                                                                        |  |                              |           |                       |   |                           |  |              |          |              |   |           |  |   |         
|Net Cash Provided (Used) by Investing Activities                                        |  |                              | 25,318    |                       |   | (28,455)                  |  |              | (2,209)  |              |   | 6,021     |  |   | 675     
|                                                                                        |  |                              |           |                       |   |                           |  |              |          |              |   |           |  |   |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                   |  |                              |           |                       |   |                           |  |              |          |              |   |           |  |   |         
|Net (Repayments) Borrowings on Loans, Notes Payable and Long-Term Debt                  |  |                              | (92,883)  |                       |   | 74,118                    |  |              | 8,481    |              |   | (8,778)   |  |   | (19,062)
|Issuance Cost of Amended Revolver                                                       |  |                              | (1,286)   |                       |   | -                         |  |              | -        |              |   | -         |  |   | (1,286) 
|Cash Dividends Paid                                                                     |  |                              | (43,560)  |                       |   | -                         |  |              | -        |              |   | -         |  |   | (43,560)
|Capital Contributions Received                                                          |  |                              | -         |                       |   | 383                       |  |              | 5,638    |              |   | (6,021)   |  |   | -       
|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 EXCHANGERATE CHANGES ON CASH AND CASH EQUIVALENTS            |  |                              | -         |                       |   | -                         |  |              | 3,952    |              |   | -         |  |   | 3,952   
|                                                                                        |  |                              |           |                       |   |                           |  |              |          |              |   |           |  |   |         
|NET INCREASE (DECREASE) IN CASH AND CASHEQUIVALENTS                                     |  |                              | (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  
|                                                                                        |  |                              |           |                       |   |                           |  |              |          |              |   |           |  |   |         



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|                                                                                 |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         
|-------------------------------------------------------------------------------- |  | ----------------------------- | --------- | --------------------- | - | --------------------------- |  | ------------ | -------- | ------------ | - | -------- |  | - | --------
|STATEMENT OF CASH FLOWS: For the Fiscal Year Ended July 1, 2007                  |  | Briggs & Stratton Corporation |           | GuarantorSubsidiaries |   | Non- Guarantor Subsidiaries |  | Eliminations |          | Consolidated
|CASH FLOWS FROM OPERATING ACTIVITIES:                                            |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         
|Net Income (Loss)                                                                |  | $                             | 6,745     |                       | $ | (114)                       |  | $            | 2,646    |              | $ | (2,576)  |  | $ | 6,701   
|Adjustments to Reconcile Net Income to Net CashProvided by Operating Activities: |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         
|Depreciation and Amortization                                                    |  |                               | 52,681    |                       |   | 19,347                      |  |              | 2,286    |              |   | -        |  |   | 74,314  
|Stock Compensation Expense                                                       |  |                               | 8,484     |                       |   | -                           |  |              | -        |              |   | -        |  |   | 8,484   
|Impairment Charge                                                                |  |                               | 33,900    |                       |   | 7,907                       |  |              | 1,281    |              |   | -        |  |   | 43,088  
|Earnings of Unconsolidated Affiliates,Net of Dividends                           |  |                               | 1,903     |                       |   | -                           |  |              | (327)    |              |   | -        |  |   | 1,576   
|Equity in Earnings from Subsidiaries                                             |  |                               | (2,531)   |                       |   | -                           |  |              | -        |              |   | 2,531    |  |   | -       
|Loss on Disposition of Plant andEquipment                                        |  |                               | 2,783     |                       |   | 75                          |  |              | 81       |              |   | -        |  |   | 2,939   
|Provision for Deferred Income Taxes                                              |  |                               | (16,717)  |                       |   | (672)                       |  |              | (58)     |              |   | -        |  |   | (17,447)
|Change in Operating Assets and Liabilities:                                      |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         
|(Increase) Decrease in Receivables                                               |  |                               | (108,828) |                       |   | (46,758)                    |  |              | 4,970    |              |   | 96,644   |  |   | (53,972)
|(Increase) Decrease in Inventories                                               |  |                               | 25,767    |                       |   | (21,983)                    |  |              | 1,097    |              |   | 2,251    |  |   | 7,132   
|Decrease in Prepaid Expenses andOther Current Assets                             |  |                               | 1,959     |                       |   | 9,081                       |  |              | 518      |              |   | -        |  |   | 11,558  
|Increase (Decrease) in Accounts Payable, Accrued Liabilities and Income Taxes    |  |                               | 20,311    |                       |   | 88,901                      |  |              | (1,094)  |              |   | (91,500) |  |   | 16,618  
|Change in Accrued/Prepaid Pension                                                |  |                               | (8,426)   |                       |   | 35                          |  |              | -        |              |   | -        |  |   | (8,391) 
|Other, Net                                                                       |  |                               | (3,958)   |                       |   | (358)                       |  |              | (445)    |              |   | -        |  |   | (4,761) 
|                                                                                 |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         
|Net Cash Provided by Operating Activities                                        |  |                               | 14,073    |                       |   | 55,461                      |  |              | 10,955   |              |   | 7,350    |  |   | 87,839  
|                                                                                 |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         
|CASH FLOWS FROM INVESTING ACTIVITIES:                                            |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         
|Additions to Plant and Equipment                                                 |  |                               | (28,446)  |                       |   | (22,038)                    |  |              | (17,516) |              |   | -        |  |   | (68,000)
|Proceeds Received on Disposition of Plant and Equipment                          |  |                               | 487       |                       |   | 52                          |  |              | 60       |              |   | -        |  |   | 599     
|Cash Investment in Subsidiary                                                    |  |                               | 8,619     |                       |   | -                           |  |              | 181      |              |   | (8,800)  |  |   | -       
|                                                                                 |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         
|Net Cash Used by Investing Activities                                            |  |                               | (19,340)  |                       |   | (21,986)                    |  |              | (17,275) |              |   | (8,800)  |  |   | (67,401)
|                                                                                 |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         
|CASH FLOWS FROM FINANCING ACTIVITIES:                                            |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         
|Net (Repayments) Borrowings on Loans and Notes Payable                           |  |                               | 44,838    |                       |   | (42,071)                    |  |              | 3,811    |              |   | (7,051)  |  |   | (473)   
|Cash Dividends Paid                                                              |  |                               | (43,870)  |                       |   | -                           |  |              | (1,201)  |              |   | 1,201    |  |   | (43,870)
|Capital Contributions Received                                                   |  |                               | -         |                       |   | 382                         |  |              | (7,682)  |              |   | 7,300    |  |   | -       
|Stock Option Exercise Proceeds and Tax Benefits                                  |  |                               | 3,694     |                       |   | -                           |  |              | -        |              |   | -        |  |   | 3,694   
|Treasury Stock Repurchases                                                       |  |                               | (48,232)  |                       |   | -                           |  |              | -        |              |   | -        |  |   | (48,232)
|                                                                                 |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         
|Net Cash Used by Financing Activities                                            |  |                               | (43,570)  |                       |   | (41,689)                    |  |              | (5,072)  |              |   | 1,450    |  |   | (88,881)
|                                                                                 |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         
|EFFECT OF FOREIGN CURRENCY EXCHANGERATE CHANGES ON CASH AND CASH EQUIVALENTS     |  |                               | (1)       |                       |   | -                           |  |              | 2,822    |              |   | -        |  |   | 2,821   
|                                                                                 |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         
|NET DECREASE IN CASH AND CASHEQUIVALENTS                                         |  |                               | (48,838)  |                       |   | (8,214)                     |  |              | (8,570)  |              |   | -        |  |   | (65,622)
|Cash and Cash Equivalents, Beginning of Year                                     |  |                               | 57,623    |                       |   | 6,812                       |  |              | 30,656   |              |   | -        |  |   | 95,091  
|                                                                                 |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         
|Cash and Cash Equivalents, End of Year                                           |  | $                             | 8,785     |                       | $ | (1,402)                     |  | $            | 22,086   |              | $ | -        |  | $ | 29,469  
|                                                                                 |  |                               |           |                       |   |                             |  |              |          |              |   |          |  |   |         



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(18) 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 future closure of the Jefferson and Watertown, WI manufacturing facilities expected to be completed by the end of second quarter of fiscal 2010. 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. These facilities currently manufacture all portable
generator, home standby generator and pressure washer products marketed and sold by the Company. This production will be 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.

Impairment charges were recognized in the Consolidated Statements of
Earnings for $43.1 million pretax ($26.2 million after tax) during fiscal 2007, of which $33.9 and $9.2 million were recognized in the Engines and Power Products segments, respectively. The Engines segment $33.9 million charge was primarily for the
write-down of assets of the Rolla, MO (Rolla) engine manufacturing facility that closed in the second quarter of fiscal 2008. A decision was made to close the Rolla facility as a result of the Companys analysis to reduce its fixed
manufacturing costs by consolidating production into its other existing engine plants in Poplar Bluff, MO and Chongqing, China. The related impaired machinery and equipment no longer used in production was sold in an auction or scrapped during the
second quarter of fiscal 2008. The $9.2 million recognized in the Power Products segment primarily relates to the closure of the Port Washington, WI production facility, which closed in the second quarter of fiscal 2009. Management of the Company
conducted an analysis of the Companys manufacturing facilities that had been acquired through acquisitions over the past several years. Management concluded to consolidate the lawn and garden manufacturing facilities into three focused
factories. A new factory in Newbern, TN, located near the Companys high volume lawnmower engine plants, builds walk behind lawnmowers for the consumer market. An existing factory in McDonough, GA builds riding lawnmowers for the consumer
market. A third factory in Munnsville, NY builds commercial riding lawnmowers and zero turn lawnmowers. The production from Port Washington, WI was moved primarily to the McDonough, GA facility.

For each segment, it was determined that the carrying value of the assets exceeded the undiscounted future cash flows. The impairment was computed as the difference between the
estimated fair value and the carrying value of the assets. Fair value was determined based on market prices for comparable assets.

Additionally, an expense was
recorded within cost of goods sold to accrue for severance payments to be paid to the employees of the Rolla facility. Accrued severance at July 1, 2007 was approximately $1.1 million. Another approximately $1.4 million was accrued in fiscal
2008 and approximately $2.5 million was paid in fiscal 2008, resulting in no remaining accrued severance as of June 29, 2008.

An expense was also recorded
within cost of goods sold to accrue for severance payments to be paid to employees of the Port Washington facility. Approximately $1.8 million of severance expense was incurred related to the closure of this facility and $1.6 million was paid,
resulting in an approximate $0.2 million accrued severance balance as of June 28, 2009.

(19) 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 in fiscal 2009 were $22.0 million. The Company believes all
property losses incurred are covered under property insurance policies subject to customary incurred loss deductibles.

(20) Subsequent Events:

In May 2009, the FASB issued SFAS No. 165, Subsequent Events, which requires disclosure of the date through which subsequent events have been evaluated, as well as
whether the date is the date the financial



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Notes





statements were issued or the date the financial statements were available to be issued. The Company has evaluated subsequent events through August 27, 2009, the date the financial statements were issued. The Company noted no
significant subsequent events that occurred through this date requiring adjustment to the financial statements or disclosures.



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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 28, 2009 and June 29, 2008, and the results of its operations and its cash
flows for each of the three years in the period ended June 28, 2009 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 28, 2009, 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 27, 2009



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Quarterly Financial Data, Dividend and Market Information

(Unaudited)







|              |  |              |           |             |   |                  |  |   |         
|------------- |  | ------------ | --------- | ----------- | - | ---------------- |  | - | --------
|              |  | In Thousands
|Quarter Ended |  | NetSales     |           | GrossProfit |   | Net Income(Loss)
|              |  |              |          
|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  
|              |  |              |           |             |   |                  |  |   |         
|              |  |              |          
|Fiscal 2008   |  |              |           |             |   |                 
|              |  |              |          
|September     |  | $            | 367,069   |             | $ | 42,844           |  | $ | (20,811)
|              |  |              |          
|December      |  |              | 477,537   |             |   | 44,317           |  |   | 4,062   
|              |  |              |          
|March         |  |              | 725,686   |             |   | 124,452          |  |   | 38,870  
|              |  |              |          
|June          |  |              | 581,101   |             |   | 95,703           |  |   | 479     
|              |  |              |           |             |   |                  |  |   |         
|              |  |              |          
|Total         |  | $            | 2,151,393 |             | $ | 307,316          |  | $ | 22,600  
|              |  |              |           |             |   |                  |  |   |         



|              |  |                           |      |   |                   |   |                                            |  |        |  |       
|------------- |  | ------------------------- | ---- | - | ----------------- | - | ------------------------------------------ |  | ------ |  | ------
|              |  | Per Share of Common Stock
|Quarter Ended |  | NetIncome(Loss) (1)       |      |   | DividendsDeclared |   | Market Price Rangeon New YorkStockExchange
|              |  |                           | High |   | Low              
|              |  |                           |      |  
|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                                        |  |        |  |       
|              |  |                           |      |   |                   |   |                                            |  |        |  |       
|              |  |                           |      |  
|Fiscal 2008   |  |                           |      |   |                   |   |                                            |  |       
|              |  |                           |      |  
|September     |  | $                         | (.42 | ) |                   | $ | .22                                        |  | $33.40 |  | $25.16
|              |  |                           |      |  
|December      |  |                           | .08  |   |                   |   | .22                                        |  | 25.80  |  | 21.16 
|              |  |                           |      |  
|March         |  |                           | .78  |   |                   |   | .22                                        |  | 22.75  |  | 16.35 
|              |  |                           |      |  
|June          |  |                           | .01  |   |                   |   | .22                                        |  | 19.00  |  | 12.80 
|              |  |                           |      |   |                   |   |                                            |  |        |  |       
|              |  |                           |      |  
|Total         |  | $                         | .46  |   |                   | $ | .88                                        |  |        |  |       
|              |  |                           |      |   |                   |   |                                            |  |        |  |       

The number of record holders of Briggs & Stratton Corporation Common Stock on August 24, 2009 was 3,578.

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.



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|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 28, 2009, 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 2009 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 2009 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 2009 Annual Meeting of
Shareholders,
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| | 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 2009 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 2009 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 2009 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 2009 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 2009 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 28, 2009 and June 29, 2008                                                                                                                
|    |  |   
|    |  |    |  | For the Fiscal Years Ended June 28, 2009, June 29, 2008 and July 1, 2007:                                                                                                   
|    |  |    |  | Consolidated Statements of Earnings Consolidated Statements of Shareholders Investment Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements    



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| |  |    |  |                                                                                                                                                                                                                                                            
| |  | -- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |   
| |  |    |  | 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 28, 2009, JUNE 29, 2008 AND JULY 1, 2007



|                                         |  |                           |           |                                                                      |           |                                                                          |             |                     |   |          
|---------------------------------------- |  | ------------------------- | --------- | -------------------------------------------------------------------- | --------- | ------------------------------------------------------------------------ | ----------- | ------------------- | - | ---------
|Reserve for Doubtful Accounts Receivable |  | Balance Beginning of Year |           | Additions Charged
to Earnings                                        |           | Charges to Reserve, Net                                                  |             | Balance End of Year
|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
|2007                                     |  | $                         | 4,851,000 |                                                                      | 1,211,000 |                                                                          | (1,960,000) |                     | $ | 4,102,000
|                                         |  |                           |           |                                                                     
|Deferred Tax Assets Valuation Allowance  |  | Balance Beginning of Year |           | Allowance Established for New Operating and Other Loss Carryforwards |           | Allowance Reserved for Loss Carryforwards Utilized and Other Adjustments |             | Balance End of Year
|2009                                     |  | $                         | 3,788,000 |                                                                      | 2,924,000 |                                                                          | -           |                     | $ | 6,712,000
|2008                                     |  | $                         | -         |                                                                      | 3,788,000 |                                                                          | -           |                     | $ | 3,788,000
|2007                                     |  | $                         | -         |                                                                      | -         |                                                                          | -           |                     | $ | -        



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                |  |                               |  |                          
|--------------- |  | ----------------------------- |  | -------------------------
|                |  | BRIGGS & STRATTON CORPORATION
|                |  |                              
|                |  | By                            |  | /s/ James E. Brenn       
|                |  |                               |  | James E. Brenn           
|August 27, 2009 |  |                               |  | 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/ John S. Shiely                        |  |  |  | /s/ David L. Burner          
|John S. Shiely                            |  |  |  | David L. Burner              
|Chairman and Chief Executive Officer and  |  |  |  | Director                     
|Director (Principal Executive Officer)    |  |  |  |                              
|                                          |  |  |  |                              
|/s/ James E. Brenn                        |  |  |  | /s/ Keith R. McLoughlin      
|James E. Brenn                            |  |  |  | Keith R. McLoughlin          
|Senior Vice President and Chief Financial |  |  |  | Director                     
|Officer (Principal Financial Officer)     |  |  |  |                              
|                                          |  | 
|/s/ David J. Rodgers                      |  |  |  | /s/ Robert J. OToole        
|David J. Rodgers                          |  |  |  | Robert J. OToole            
|Controller (Principal Accounting Officer) |  |  |  | Director                     
|                                          |  |  |  |                              
|/s/ William F. Achtmeyer                  |  |  |  | /s/ Charles I. Story         
|William F. Achtmeyer                      |  |  |  | Charles I. Story             
|Director                                  |  |  |  | Director                     
|                                          |  | 
|/s/ Michael E. Batten                     |  |  |  | /s/ Todd J. Teske            
|Michael E. Batten                         |  |  |  | Todd J. Teske                
|Director                                  |  |  |  | Director                     
|                                          |  |  |  |                              
|                                          |  |  |  | /s/ Brian C. Walker          
|                                          |  |  |  | Brian C. Walker              
|                                          |  |  |  | Director                     
|                                          |  | 
|                                          |  |  |  | *Each signature affixed as of
|                                          |  |  |  | August 27, 2009.             



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BRIGGS & STRATTON CORPORATION

(Commission File No. 1-1370)

EXHIBIT INDEX

2009 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.)                                                                                                                                        
|              | 
|4.6           |  | 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.)                                                                                                                  
|              | 
|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.)                                                                                                                                                              



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|              |  |                                                                                                                                                                         
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Document Description                                                                                                                                                    
|              | 
|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 as Exhibit 10.1 to the Companys Report on Form 8-K dated August 11, 2009 and incorporated by reference herein.)                                                 
|              | 
|10.3*         |  | Amended and Restated Form of Change of Control Employment Agreement.                                                                                                    
|              |  | (Filed herewith.)                                                                                                                                                       
|              | 
|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)*     |  | 2004 Amended and Restated Briggs & Stratton Corporate Incentive Compensation Plan.                                                                                      
|              |  | (Filed as Exhibit B to the Companys 2004 Annual Meeting Proxy Statement and incorporated by reference herein.)                                                         
|              | 
|10.5 (d)*     |  | Amended and Restated Briggs & Stratton Corporation Incentive Compensation Plan as Modified October 29, 2004.                                                            
|              |  | (Filed as Exhibit 10.5 to the Companys Report on Form 10-Q for quarter ended September 26, 2004 and incorporated by reference herein.)                                 
|              | 
|10.6*         |  | Premium Option and Stock Award Program.                                                                                                                                 
|              |  | (Filed as Exhibit 10.1 to the Companys Report on Form 8-K dated August 9, 2005 and incorporated by reference herein.)                                                  
|              | 
|10.6 (a)*     |  | Amended and Restated Form of Stock Option Agreement under the Premium Option and Stock Award Program.                                                                   
|              |  | (Filed as Exhibit 10.6 (a) to the Companys Report on Form 10-Q for quarter ended April 2, 2006 and incorporated by reference herein.)                                  
|              | 
|10.6 (b)*     |  | Amended and Restated Premium Option and Stock Award Program.                                                                                                            
|              |  | (Filed as Exhibit 10.2 to the Companys Report on Form 8-K dated August 11, 2009 and incorporated by reference herein.)                                                 
|              | 
|10.6 (c)*     |  | Form of Stock Option Agreement under the Premium Option and Stock Award Program.                                                                                        
|              |  | (Filed as Exhibit 10.6 (a) to the Companys Report on Form 10-K for fiscal year ended July 3, 2005 and incorporated by reference herein.)                               



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|              |  |                                                                                                                                                  
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Document Description                                                                                                                             
|              | 
|10.6 (d)*     |  | Amended Form of Stock Option Agreement under the Premium Option and Stock Award Program, as is effective beginning with plan year 2010.          
|              |  | (Filed herewith.)                                                                                                                                
|              | 
|10.6 (e)*     |  | Form of Restricted Stock Award Agreement under the Premium Option and Restricted Stock Program, as used through plan year 2009.                  
|              |  | (Filed as Exhibit 10.6 (b) to the Companys Report on Form 10-K for fiscal year ended June 27, 2004 and incorporated by reference herein.)       
|              | 
|10.6 (f)*     |  | Amended Form of Restricted Stock Award Agreement Under the Premium Option and Stock Award Program, as used through plan year 2009.               
|              |  | (Filed as Exhibit 10.6 (c) to the Companys Report on Form 10-K for fiscal year ended July 3, 2005 and incorporated by reference herein.)        
|              | 
|10.6 (g)*     |  | Amended Form of Restricted Stock Award Agreement Under the Premium Option and Stock Award Program, as is effective beginning with plan year 2010.
|              |  | (Filed herewith.)                                                                                                                                
|              | 
|10.6 (h)*     |  | Form of Deferred Stock Award Agreement Under the Premium Option and Stock Award Program, as used through plan year 2009.                         
|              |  | (Filed as Exhibit 10.6 (d) to the Companys Report on Form 10-K for fiscal year ended July 3, 2005 and incorporated by reference herein.)        
|              | 
|10.6 (i)*     |  | Amended Form of Deferred Stock Award Agreement Under the Premium Option and Stock Award Program, as is effective beginning with plan year 2010.  
|              |  | (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.)      
|              | 
|10.11*        |  | 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 year ended 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.)   



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|              |  |                                                                                                                                                                              
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Document Description                                                                                                                                                         
|              | 
|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.)                                   
|              | 
|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.)                                  
|              | 
|10.16*        |  | 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.)                               
|              | 
|10.18         |  | 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 herewith.)                                                                                                                                                            



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##### Table of Contents

|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Document Description                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|              | 
|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.)                                                                                                                                                                                                                                                                                                                                      
|              | 
|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.)                                                                                                                                                                                                                                                                                                                                         
|              | 
|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.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------



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