Edgar Filing: BRIGGS & STRATTON CORP

Large accelerated filer ü

Accelerated filer

Smaller reporting company

Non-accelerated filer (Do not check if a smaller reporting company)

Amendment No. 1 to Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

Amendment No. 1


		(Mark One)
		[ ü ]		ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
				SECURITIES EXCHANGE ACT OF 1934
				For the fiscal year ended JULY 3, 2011
				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

LOGO

BRIGGS & STRATTON CORPORATION

(Exact name of registrant as specified in its charter)


A Wisconsin Corporation		39-0182330
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

12301 WEST WIRTH STREET

WAUWATOSA, WISCONSIN

53222

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 414-259-5333

Securities registered pursuant to Section 12(b) of the Act:


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

Common Share Purchase Rights		New York Stock Exchange

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

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ü No

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

Yes ü No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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

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 $959.7 million based on the reported last sale price of such securities as of December 23, 2010, the last business day of the most recently completed second fiscal quarter.

Number of Shares of Common Stock Outstanding at August 22, 2011: 50,588,796.

DOCUMENTS INCORPORATED BY REFERENCE

Document

Part of Form 10-K Into Which Portions

of Document are Incorporated

The Exhibit Index is located on page 5.

Part III

Explanatory Note

Briggs & Stratton Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) solely to include XBRL (Extensible Business Reporting Language) information in Exhibit 101 that was excluded from our timely filed Annual Report on Form 10-K for the fiscal year ended July 3, 2011, as provided for under Rule 405 of the Securities and Exchange Commission’s Regulation S-T. This Amendment No. 1 makes no other changes to the Annual Report on Form 10-K as filed with the Securities and Exchange Commission on September 1, 2011. This Amendment No.1 does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update any related disclosures made in the original filing.

Exhibit 101 provides the following items formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at July 3, 2011 and June 27, 2010; (ii) Consolidated Statements of Earnings for the Fiscal Years Ended July 3, 2011, June 27, 2010 and June 28, 2009; (iii) Consolidated Statements of Shareholders’ Investment for the Fiscal Years Ended July 3, 2011, June 27, 2010 and June 28, 2009; (iv) Consolidated Statements of Cash Flows for the Fiscal Years Ended July 3, 2011, June 27, 2010 and June 28, 2009; (v) Notes to Consolidated Financial Statements; and (vi) Schedule II—Valuation and Qualifying Accounts.

TABLE OF CONTENTS

Signatures

Index To Exhibits

Ex-101 Instance Document

Ex-101 Schema Document

Ex-101 Calculation of Linkbase Document

Ex-101 Labels Linkbase Document

Ex-101 Presentation Linkbase Document

Ex-101 Definition Linkbase Document

SIGNATURES

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


	BRIGGS & STRATTON CORPORATION

	By	/s/ David J. Rodgers
		David J. Rodgers
September 16 , 2011		Senior Vice President and
		Chief Financial Officer

BRIGGS & STRATTON CORPORATION

(Commission File No. 1-1370)

EXHIBIT INDEX


Exhibit Number		Document Description
3.1		Articles of Incorporation.
		(Filed as Exhibit 3.2 to the Company’s Report on Form 10-Q for the quarter
		ended October 2, 1994 and incorporated by reference herein.)

3.1 (a)		Amendment to Articles of Incorporation.
		(Filed as Exhibit 3.1 to the Company’s Report on Form 10-Q for the quarter
		ended September 26, 2004 and incorporated by reference herein.)

3.2		Bylaws, as amended and restated as adopted April 15, 2009.
		(Filed as Exhibit 3.2 to the Company’s Report on Form 10-Q for the quarter
		ended March 29, 2009 and incorporated by reference herein.)

4.0		Rights Agreement dated as of August 7, 1996, as amended through August 12,
		2009, between Briggs & Stratton Corporation and National City Bank which
		includes the form of Right Certificate as Exhibit A and the Summary of Rights to
		Purchase Common Shares as Exhibit B.
		(Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A/A
		dated as of August 17, 2009 and incorporated by reference herein.)

4.1		Amendment to Rights Agreement, dated as of October 13, 2009 between Briggs &
		Stratton Corporation and National City Bank.
		(Filed as Exhibit 4.2 to Amendment No. 3 to the Registration Statement on
		Form 8-A/A of the Company dated as of October 13, 2009 and incorporated
		herein by reference.)

4.2		Amendment to Rights Agreement, effective October 22, 2009.
		(Filed as Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q for the
		quarter ended September 27, 2009 and incorporated herein by reference.)

4.3		Indenture, dated December 10, 2010, among Briggs & Stratton Corporation, Briggs
		& Stratton Power Products Group, LLC and Wells Fargo Bank, National
		Association, as Trustee.
		(Filed as Exhibit 4.1 to the Company’s Report on Form 10-Q for the quarter
		ended December 26, 2010 and incorporated by reference herein.)

4.4		First Supplemental Indenture, dated December 20, 2010, among Briggs & Stratton
		Corporation, Briggs & Stratton Power Products Group, LLC and Wells Fargo Bank,
		National Association, as Trustee.
		(Filed as Exhibit 4.2 to the Company’s Report on Form 10-Q for the quarter
		ended December 26, 2010 and incorporated by reference herein.)

10.0*		Amended and Restated Form of Officer Employment Agreement.
		(Filed as Exhibit 10.0 to the Company’s Report on Form 8-K dated December
		8, 2008 and incorporated by reference herein.)

10.1*		Amended and Restated Supplemental Executive Retirement Plan.
		(Filed as Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarter
		ended September 30, 2007 and incorporated by reference herein.)

10.2*		Amended and Restated Economic Value Added Incentive Compensation Plan.
		(Filed as Exhibit 10.2 to the Company’s Report on Form 10-K for fiscal year
		ended July 3, 2011 and incorporated herein by reference.)

10.3*		Amended and Restated Form of Change of Control Employment Agreement.
		(Filed as Exhibit 10.3 to the Company’s Report on Form 10-K for fiscal year
		ended June 28, 2009 and incorporated herein by reference.)


Exhibit Number		Document Description
10.3 (a)		Amended and Restated Form of Change of Control Employment Agreement for
		new officers of the Company.
		(Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated October
		14, 2009 and incorporated by reference herein.)

10.4*		Trust Agreement with an independent trustee to provide payments under various
		compensation agreements with Company employees upon the occurrence of a
		change in control.
		(Filed as Exhibit 10.5 (a) to the Company’s Annual Report on Form 10-K for
		fiscal year ended July 2, 1995 and incorporated by reference herein.)

10.4 (a)*		Amendment to Trust Agreement with an independent trustee to provide
		payments under various compensation agreements with Company employees.
		(Filed as Exhibit 10.5 (b) to the Company’s Annual Report on Form 10-K for
		fiscal year ended July 2, 1995 and incorporated by reference herein.)

10.4 (b)		Amendment to Trust Agreement with an independent trustee to provide payments
		under various compensation agreements with Company employees.
		(Filed as Exhibit 10.4(b) to the Company’s Report on Form 10-K for fiscal year
		ended July 3, 2011 and incorporated herein by reference.)

10.5*		1999 Amended and Restated Stock Incentive Plan.
		(Filed as Exhibit A to the Company’s 1999 Annual Meeting Proxy Statement
		and incorporated by reference herein.)

10.5 (a)*		Amendment to Stock Incentive Plan.
		(Filed as Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarter
		ended March 30, 2003 and incorporated by reference herein.)

10.5 (b)*		Amendment to Stock Incentive Plan.
		(Filed as Exhibit 10.5 (c) to the Company’s Report on Form 10-K for fiscal
		year ended June 27, 2004 and incorporated by reference herein.)

10.5 (c)*		Amended and Restated Briggs & Stratton Corporation Incentive Compensation
		Plan.
		(Filed as Exhibit 10.5 (c) to the Company’s Report on Form 10-K for fiscal
		year ended June 27, 2010 and incorporated by reference herein.)

10.6*		Amended and Restated Briggs & Stratton Premium Option and Stock Award
		Program as is effective beginning with plan year 2010.
		(Filed as Exhibit 10.6 to the Company’s Report on Form 10-K for fiscal year
		ended June 27, 2010 and incorporated by reference herein.)

10.6 (a)*		Amended Form of Stock Option Agreement under the Premium Option and Stock
		Award Program.
		(Filed as Exhibit 10.6 (d) to the Company’s Report on Form 10-K for year
		ended June 28, 2009 and incorporated herein by reference.)

10.6 (b)*		Amended Form of Restricted Stock Award Agreement Under the Premium Option
		and Stock Award Program.
		(Filed as Exhibit 10.6 (b) to the Company’s Report on Form 10-K for fiscal
		year ended June 27, 2010 and incorporated by reference herein.)

10.6 (c)*		Amended Form of Deferred Stock Award Agreement Under the Premium Option
		and Stock Award Program.
		(Filed as Exhibit 10.6 (c) to the Company’s Report on Form 10-K for fiscal
		year ended June 27, 2010 and incorporated by reference herein.)

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.)


Exhibit Number		Document Description

10.8*		Amended and Restated Supplemental Employee Retirement Plan. (Filed as Exhibit 10.3 to the Company’s Report on Form 10-Q for the quarter ended September 30, 2007 and incorporated by reference herein.)

10.9		Briggs & Stratton Corporation Incentive Compensation Plan Performance Share Award Agreement. (Filed as Exhibit 10.9 to the Company’s Report on Form 10-K for fiscal year ended June 27, 2010 and incorporated by reference herein.)

10.11*		Amended and Restated Deferred Compensation Plan for Directors. (Filed as Exhibit 10.11 to the Company’s Report on Form 10-K for fiscal year ended July 3, 2011 and incorporated herein by reference.)

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 10.13 to the Company’s Report on Form 10-K for fiscal year ended July 3, 2011 and incorporated herein by reference.)

10.14*		Executive Life Insurance Plan. (Filed as Exhibit 10.17 to the Company’s Annual Report on Form 10-K for fiscal year ended June 27, 1999 and incorporated by reference herein.)

10.14 (a)*		Amendment to Executive Life Insurance Program. (Filed as Exhibit 10.14 (a) to the Company’s Report on Form 10-K for fiscal year ended June 29, 2003 and incorporated by reference herein.)

10.14 (b)*		Amendment to Executive Life Insurance Plan. (Filed as Exhibit 10.14 (b) to the Company’s Report on Form 10-K for fiscal year ended June 27, 2004 and incorporated by reference herein.)

10.15*		Amended & Restated Key Employee Savings and Investment Plan. (Filed as Exhibit 10.15 to the Company’s Report on Form 10-Q for the quarter ended March 27, 2011 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.)

10.17 (a)*		Amendment to the Briggs & Stratton Product Program.
		(Filed as Exhibit 10.17 (a) to the Company’s Report on Form 10-K for fiscal
		year ended June 27, 2010 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.)


Exhibit Number		Document Description
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.)

10.23 (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.)

10.26		Stipulation of Settlement, dated February 24, 2010.
		(Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated
		February 24, 2010 and incorporated herein by reference.)

12		Computation of Ratio of Earnings to Fixed Charges.
		(Filed as Exhibit 12 to the Company’s Report on Form 10-K for fiscal year
		ended July 3, 2011 and incorporated herein by reference.)

21		Subsidiaries of the Registrant.
		(Filed as Exhibit 21 to the Company’s Report on Form 10-K for fiscal year
		ended July 3, 2011 and incorporated herein by reference.)

23.1		Consent of PricewaterhouseCoopers LLP, an Independent Registered Public
		Accounting Firm.
		(Filed as Exhibit 23.1 to the Company’s Report on Form 10-K for fiscal year
		ended July 3, 2011 and incorporated herein by reference.)

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the
		Sarbanes-Oxley Act of 2002.
		(Filed as Exhibit 31.1 to the Company’s Report on Form 10-K for fiscal year
		ended July 3, 2011 and incorporated herein by reference.)

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the
		Sarbanes-Oxley Act of 2002.
		(Filed as Exhibit 31.2 to the Company’s Report on Form 10-K for fiscal year
		ended July 3, 2011 and incorporated herein by reference.)

32.1		Certification of the Chief Executive Officer pursuant to Section 906 of the
		Sarbanes-Oxley Act of 2002.
		(Furnished as Exhibit 32.1 to the Company’s Report on Form 10-K for fiscal year
		ended July 3, 2011 and incorporated herein by reference.)

32.2		Certification of the Chief Financial Officer pursuant to Section 906 of the
		Sarbanes-Oxley Act of 2002.
		(Furnished as Exhibit 32.2 to the Company’s Report on Form 10-K for fiscal year
		ended July 3, 2011 and incorporated herein by reference.)

101		The following financial information from the Company’s Annual Report on Form 10-K
		for the fiscal year ended July 3, 2011, filed with the SEC on September 1, 2011,
		formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated
		Balance Sheets at July 3, 2011 and June 27, 2010; (ii) Consolidated Statements of
		Earnings for the Fiscal Years Ended July 3, 2011, June 27, 2010 and June 28, 2009;
		(iii) Consolidated Statements of Shareholders’ Investment for the Fiscal Years Ended
		July 3, 2011, June 27, 2010 and June 28, 2009; (iv) Consolidated Statements of
		Cash Flows for the Fiscal Years Ended July 3, 2011, June 27, 2010 and June 28,
		2009; (v) Notes to Consolidated Financial Statements; and (vi) Schedule II— Valuation and Qualifying Accounts. ⁽¹⁾

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

⁽¹⁾

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.