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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Briggs and Stratton Corp | NYSE:BGG | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.7768 | 0 | 01:00:00 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Wisconsin
|
|
39-0182330
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock (par value $0.01 per share)
|
|
New York Stock Exchange
|
|
|
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
¨
|
|
|
Emerging growth company
|
¨
|
PART I
|
Page
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
PART II
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
PART III
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
PART IV
|
|
|
Item 15.
|
||
Item 16.
|
||
|
ITEM 1.
|
BUSINESS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
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.
|
•
|
incur more debt;
|
•
|
pay dividends, redeem stock or make other distributions;
|
•
|
make certain investments;
|
•
|
create liens;
|
•
|
transfer or sell assets;
|
•
|
merge or consolidate; and
|
•
|
enter into transactions with our affiliates.
|
•
|
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.
|
•
|
quarterly fluctuation in our operating income and earnings per share results;
|
•
|
decline in demand for our products;
|
•
|
significant strategic actions by our competitors, including new product introductions or technological advances;
|
•
|
fluctuations in interest rates or foreign currency exchange;
|
•
|
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.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
|
|
|
|
|
|
|
Location
|
|
Type of Property
|
|
Owned/Leased
|
|
Segment
|
U.S. Locations:
|
|
|
|
|
|
|
Auburn, Alabama
|
|
Manufacturing, office and warehouse
|
|
Owned and Leased
|
|
Engines
|
McDonough, Georgia
|
|
Warehouse
|
|
Owned and Leased
|
|
Products
|
Statesboro, Georgia
|
|
Manufacturing, office and warehouse
|
|
Owned and Leased
|
|
Engines
|
Murray, Kentucky
|
|
Manufacturing, office and warehouse
|
|
Owned and Leased
|
|
Engines
|
Lee's Summit, Missouri
|
|
Manufacturing, office and warehouse
|
|
Leased
|
|
Products
|
Poplar Bluff, Missouri
|
|
Manufacturing, office and warehouse
|
|
Owned and Leased
|
|
Engines
|
Holdrege, Nebraska
|
|
Manufacturing, office and warehouse
|
|
Owned
|
|
Products
|
Munnsville, New York
|
|
Manufacturing and office
|
|
Owned
|
|
Products
|
Sherrill, New York
|
|
Manufacturing, office and warehouse
|
|
Leased
|
|
Products
|
Orangeburg, South Carolina
|
|
Distribution
|
|
Leased
|
|
Engines
|
Menomonee Falls, Wisconsin
|
|
Distribution and office
|
|
Leased
|
|
Engines, Products
|
Milwaukee, Wisconsin
|
|
Distribution
|
|
Leased
|
|
Engines, Products
|
Wauwatosa, Wisconsin
|
|
Manufacturing, office and warehouse
|
|
Owned
|
|
Engines, Products, Corporate
|
|
|
|
|
|||
Non-U.S. Locations:
|
|
|
|
|
|
|
Melbourne, Australia
|
|
Office and warehouse
|
|
Leased
|
|
Engines, Products
|
Sydney, Australia
|
|
Manufacturing, office and warehouse
|
|
Leased
|
|
Products
|
Curitiba, Brazil
|
|
Office and warehouse
|
|
Leased
|
|
Engines, Products
|
Mississauga, Canada
|
|
Office and warehouse
|
|
Leased
|
|
Products
|
Chongqing, China
|
|
Manufacturing, office and warehouse
|
|
Owned
|
|
Engines
|
Shanghai, China
|
|
Office and warehouse
|
|
Leased
|
|
Engines, Products
|
Queretaro, Mexico
|
|
Office and warehouse
|
|
Leased
|
|
Engines, Products
|
Wijchen, Netherlands
|
|
Distribution and office
|
|
Leased
|
|
Engines, Products
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
2018 Fiscal Month
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of a Publicly Announced Program (1)
|
|
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (1)
|
||||||
April 2, 2018 to April 29, 2018
|
|
29,158
|
|
|
$
|
20.57
|
|
|
29,158
|
|
|
$
|
71,209,186
|
|
April 30, 2018 to May 27, 2018
|
|
45,503
|
|
|
18.18
|
|
|
45,503
|
|
|
70,381,941
|
|
||
May 28, 2018 to July 1, 2018
|
|
9,716
|
|
|
18.01
|
|
|
9,716
|
|
|
50,000,000
|
|
||
Total Fourth Quarter
|
|
84,377
|
|
|
$
|
22.06
|
|
|
84,377
|
|
|
$
|
50,000,000
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Fiscal Year
|
|
2018
(1)
|
|
2017
|
|
2016
(2)
|
|
2015
(3)
|
|
2014
(4)
|
||||||||||
(dollars in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SUMMARY OF OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
NET SALES
|
|
$
|
1,881,294
|
|
|
$
|
1,786,103
|
|
|
$
|
1,808,778
|
|
|
$
|
1,894,750
|
|
|
$
|
1,859,060
|
|
GROSS PROFIT
|
|
398,082
|
|
|
383,829
|
|
|
362,455
|
|
|
359,099
|
|
|
346,783
|
|
|||||
PROVISION FOR INCOME TAXES
|
|
22,421
|
|
|
23,011
|
|
|
8,795
|
|
|
11,271
|
|
|
8,787
|
|
|||||
NET INCOME (LOSS)
|
|
(11,320
|
)
|
|
56,650
|
|
|
26,561
|
|
|
45,687
|
|
|
28,347
|
|
|||||
EARNINGS (LOSS) PER SHARE OF COMMON STOCK:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
(0.28
|
)
|
|
1.31
|
|
|
0.61
|
|
|
1.00
|
|
|
0.59
|
|
|||||
Diluted
|
|
(0.28
|
)
|
|
1.31
|
|
|
0.60
|
|
|
1.00
|
|
|
0.59
|
|
|||||
PER SHARE OF COMMON STOCK:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash Dividends
|
|
0.56
|
|
|
0.56
|
|
|
0.54
|
|
|
0.50
|
|
|
0.48
|
|
|||||
Shareholders’ Investment
|
|
$
|
13.56
|
|
|
$
|
13.26
|
|
|
$
|
11.47
|
|
|
$
|
12.94
|
|
|
$
|
14.50
|
|
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in 000’s)
|
|
42,068
|
|
|
42,178
|
|
|
43,019
|
|
|
44,392
|
|
|
46,366
|
|
|||||
DILUTED NUMBER OF SHARES OF COMMON STOCK OUTSTANDING (in 000’s)
|
|
42,068
|
|
|
42,263
|
|
|
43,200
|
|
|
44,442
|
|
|
46,436
|
|
|||||
OTHER DATA
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SHAREHOLDERS’ INVESTMENT
|
|
$
|
570,424
|
|
|
$
|
559,334
|
|
|
$
|
493,626
|
|
|
$
|
574,250
|
|
|
$
|
672,434
|
|
LONG-TERM DEBT
|
|
199,954
|
|
|
221,793
|
|
|
221,339
|
|
|
222,685
|
|
|
222,159
|
|
|||||
TOTAL ASSETS (5)
|
|
1,443,966
|
|
|
1,450,979
|
|
|
1,456,667
|
|
|
1,456,424
|
|
|
1,446,865
|
|
|||||
PLANT AND EQUIPMENT
|
|
1,175,165
|
|
|
1,104,583
|
|
|
1,056,893
|
|
|
1,035,326
|
|
|
1,035,848
|
|
|||||
PLANT AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION
|
|
422,080
|
|
|
364,880
|
|
|
326,273
|
|
|
314,838
|
|
|
297,007
|
|
|||||
PROVISION FOR DEPRECIATION
|
|
53,783
|
|
|
51,855
|
|
|
49,973
|
|
|
48,496
|
|
|
47,190
|
|
|||||
EXPENDITURES FOR PLANT AND EQUIPMENT
|
|
103,203
|
|
|
83,141
|
|
|
64,161
|
|
|
71,710
|
|
|
60,371
|
|
|||||
WORKING CAPITAL (5)
|
|
$
|
295,100
|
|
|
$
|
359,063
|
|
|
$
|
377,700
|
|
|
$
|
414,256
|
|
|
$
|
518,190
|
|
Current Ratio (5)
|
|
1.8 to 1
|
|
|
2.1 to 1
|
|
|
2.2 to 1
|
|
|
2.2 to 1
|
|
|
2.7 to 1
|
|
|||||
NUMBER OF EMPLOYEES AT YEAR-END
|
|
5,185
|
|
|
5,300
|
|
|
5,445
|
|
|
5,480
|
|
|
5,695
|
|
|||||
NUMBER OF SHAREHOLDERS AT YEAR-END
|
|
2,306
|
|
|
2,431
|
|
|
2,558
|
|
|
2,681
|
|
|
2,815
|
|
|||||
QUOTED MARKET PRICE:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
High
|
|
$
|
27.34
|
|
|
$
|
25.92
|
|
|
$
|
24.48
|
|
|
$
|
21.09
|
|
|
$
|
23.02
|
|
Low
|
|
$
|
17.11
|
|
|
$
|
17.90
|
|
|
$
|
15.47
|
|
|
$
|
17.14
|
|
|
$
|
18.21
|
|
(1)
|
In fiscal 2018, the Company had business optimization expenses of $3.4 million after-tax or $0.08 per diluted share of non-cash charges related primarily to plant & equipment impairment and accelerated depreciation, and $11.4 million after-tax or $0.26 per diluted share of cash charges related primarily to employee termination benefits, lease terminations, professional services and plant rearrangement activities, non-cash charges of $29.6 after-tax or $0.70 per diluted share related to the pension settlement. The Company recognized in interest expense $1.6 million after-tax or $0.04 per diluted share for premiums paid to repurchase senior notes after receiving unsolicited offers from bondholders. Tax expense also includes a $21.1 million or $0.49 per diluted share charge associated with the Tax Cuts and Jobs Act of 2017
|
(2)
|
In fiscal 2016, the Company had restructuring charges of $6.7 million after-tax or $0.15 per diluted share, acquisition-related charges of $0.2 million after-tax or less than $0.01 per diluted share, litigation charges of $1.8 million after-tax or $0.04 per diluted share, goodwill and tradename impairment charges of $9.4 million after-tax or $0.22 per share, pension settlement charges of $13.2 million after-tax or $0.30 per diluted share, and a gain on sale of investment in marketable securities of $2.8 million after-tax or ($0.07) per diluted share.
|
(3)
|
In fiscal 2015, the Company had restructuring charges of $17.7 million after-tax or $0.40 per diluted share and acquisition-related charges of $1.4 million after-tax or $0.03 per diluted share.
|
(4)
|
In fiscal 2014, the Company had goodwill and tradename impairment charges of $5.5 million after-tax or $0.12 per diluted share and restructuring charges of $5.2 million after-tax or $0.11 per diluted share.
|
(5)
|
As discussed in Note
3
and Note
7
in the Notes to Consolidated Financial Statements, the Company adopted Accounting Standards Update No. 2015-17, and retrospectively reclassified current “Deferred Income Tax Assets" to "Long-term Deferred Income Tax Assets” in the Selected Financial Data table.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
For the fiscal year ended June
|
||||||||||||||||||||||
|
|
2018 Reported
|
|
Adjustments
(1)
|
|
2018 Adjusted
(2)
|
|
2017 Reported
|
|
Adjustments
(1)
|
|
2017 Adjusted
(2)
|
||||||||||||
Gross Profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Engines
|
|
$
|
252,645
|
|
|
$
|
2,854
|
|
|
$
|
255,499
|
|
|
$
|
262,036
|
|
|
$
|
—
|
|
|
$
|
262,036
|
|
Products
|
|
144,933
|
|
|
3,775
|
|
|
148,708
|
|
|
121,141
|
|
|
—
|
|
|
121,141
|
|
||||||
Inter-Segment Eliminations
|
|
504
|
|
|
—
|
|
|
504
|
|
|
652
|
|
|
—
|
|
|
652
|
|
||||||
Total
|
|
$
|
398,082
|
|
|
$
|
6,628
|
|
|
$
|
404,710
|
|
|
$
|
383,829
|
|
|
$
|
—
|
|
|
$
|
383,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Engineering, Selling, General and Administrative Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Engines
|
|
$
|
247,201
|
|
|
$
|
48,096
|
|
|
$
|
199,105
|
|
|
$
|
184,496
|
|
|
$
|
—
|
|
|
$
|
184,496
|
|
Products
|
|
126,944
|
|
|
4,339
|
|
|
122,605
|
|
|
113,042
|
|
|
—
|
|
|
113,042
|
|
||||||
Total
|
|
$
|
374,145
|
|
|
$
|
52,435
|
|
|
$
|
321,711
|
|
|
$
|
297,538
|
|
|
$
|
—
|
|
|
$
|
297,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in Earnings of Unconsolidated Affiliates
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Engines
|
|
$
|
5,234
|
|
|
$
|
2,964
|
|
|
$
|
8,198
|
|
|
$
|
6,625
|
|
|
$
|
—
|
|
|
$
|
6,625
|
|
Products
|
|
4,023
|
|
|
—
|
|
|
4,023
|
|
|
4,431
|
|
|
—
|
|
|
4,431
|
|
||||||
Total
|
|
$
|
9,257
|
|
|
$
|
2,964
|
|
|
$
|
12,221
|
|
|
$
|
11,056
|
|
|
$
|
—
|
|
|
$
|
11,056
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment Income (3):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Engines
|
|
$
|
10,678
|
|
|
$
|
53,913
|
|
|
$
|
64,591
|
|
|
$
|
84,165
|
|
|
$
|
—
|
|
|
$
|
84,165
|
|
Products
|
|
22,012
|
|
|
8,113
|
|
|
30,125
|
|
|
12,530
|
|
|
—
|
|
|
12,530
|
|
||||||
Inter-Segment Eliminations
|
|
504
|
|
|
—
|
|
|
504
|
|
|
652
|
|
|
—
|
|
|
652
|
|
||||||
Total
|
|
$
|
33,194
|
|
|
$
|
62,026
|
|
|
$
|
95,220
|
|
|
$
|
97,347
|
|
|
$
|
—
|
|
|
$
|
97,347
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest Expense
|
|
$
|
(25,320
|
)
|
|
$
|
2,228
|
|
|
$
|
(23,092
|
)
|
|
$
|
(20,293
|
)
|
|
$
|
—
|
|
|
$
|
(20,293
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income Before Income Taxes
|
|
11,101
|
|
|
64,254
|
|
|
75,355
|
|
|
79,661
|
|
|
—
|
|
|
79,661
|
|
||||||
Provision (Credit) for Income Taxes
|
|
22,421
|
|
|
(2,836
|
)
|
|
19,585
|
|
|
23,011
|
|
|
—
|
|
|
23,011
|
|
||||||
Net Income (Loss)
|
|
$
|
(11,320
|
)
|
|
$
|
67,090
|
|
|
$
|
55,770
|
|
|
$
|
56,650
|
|
|
$
|
—
|
|
|
$
|
56,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings (Loss) Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
|
$
|
(0.28
|
)
|
|
$
|
1.57
|
|
|
$
|
1.29
|
|
|
$
|
1.31
|
|
|
$
|
—
|
|
|
$
|
1.31
|
|
Diluted
|
|
(0.28
|
)
|
|
1.57
|
|
|
1.29
|
|
|
1.31
|
|
|
—
|
|
|
1.31
|
|
|
|
For the fiscal year ended June
|
||||||||||||||||||||||
|
|
2017 Reported
|
|
Adjustments
(1)
|
|
2017 Adjusted
(2)
|
|
2016 Reported
|
|
Adjustments
(1)
|
|
2016 Adjusted
(2)
|
||||||||||||
Gross Profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Engines
|
|
$
|
262,036
|
|
|
$
|
—
|
|
|
$
|
262,036
|
|
|
$
|
252,833
|
|
|
$
|
11,599
|
|
|
$
|
264,432
|
|
Products
|
|
121,141
|
|
|
—
|
|
|
121,141
|
|
|
110,944
|
|
|
7,943
|
|
|
118,887
|
|
||||||
Inter-Segment Eliminations
|
|
652
|
|
|
—
|
|
|
652
|
|
|
(1,322
|
)
|
|
—
|
|
|
(1,322
|
)
|
||||||
Total
|
|
$
|
383,829
|
|
|
$
|
—
|
|
|
$
|
383,829
|
|
|
$
|
362,455
|
|
|
$
|
19,542
|
|
|
$
|
381,997
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Engineering, Selling, General and Administrative Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Engines
|
|
$
|
184,496
|
|
|
$
|
—
|
|
|
$
|
184,496
|
|
|
$
|
193,716
|
|
|
$
|
11,935
|
|
|
$
|
181,781
|
|
Products
|
|
113,042
|
|
|
—
|
|
|
113,042
|
|
|
111,766
|
|
|
26
|
|
|
111,740
|
|
||||||
Total
|
|
$
|
297,538
|
|
|
$
|
—
|
|
|
$
|
297,538
|
|
|
$
|
305,482
|
|
|
$
|
11,961
|
|
|
$
|
293,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Segment Income (Loss) (3):
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Engines
|
|
$
|
84,165
|
|
|
$
|
—
|
|
|
$
|
84,165
|
|
|
$
|
60,645
|
|
|
$
|
24,424
|
|
|
$
|
85,069
|
|
Products
|
|
12,530
|
|
|
—
|
|
|
12,530
|
|
|
(9,775
|
)
|
|
19,451
|
|
|
9,676
|
|
||||||
Inter-Segment Eliminations
|
|
652
|
|
|
—
|
|
|
652
|
|
|
(1,322
|
)
|
|
—
|
|
|
(1,322
|
)
|
||||||
Total
|
|
$
|
97,347
|
|
|
$
|
—
|
|
|
$
|
97,347
|
|
|
$
|
49,548
|
|
|
$
|
43,875
|
|
|
$
|
93,423
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Reconciliation from Segment Income (Loss) to Income Before Income Taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Equity in Earnings of Unconsolidated Affiliates (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,187
|
|
|
—
|
|
|
3,187
|
|
||||||
Income from Operations
|
|
$
|
97,347
|
|
|
$
|
—
|
|
|
$
|
97,347
|
|
|
$
|
46,361
|
|
|
$
|
43,875
|
|
|
$
|
90,236
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income Before Income Taxes
|
|
79,661
|
|
|
—
|
|
|
79,661
|
|
|
35,356
|
|
|
40,532
|
|
|
75,888
|
|
||||||
Provision for Income Taxes
|
|
23,011
|
|
|
—
|
|
|
23,011
|
|
|
8,795
|
|
|
12,104
|
|
|
20,899
|
|
||||||
Net Income
|
|
$
|
56,650
|
|
|
$
|
—
|
|
|
$
|
56,650
|
|
|
$
|
26,561
|
|
|
$
|
28,428
|
|
|
$
|
54,989
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
|
$
|
1.31
|
|
|
$
|
—
|
|
|
$
|
1.31
|
|
|
$
|
0.61
|
|
|
$
|
0.64
|
|
|
$
|
1.25
|
|
Diluted
|
|
1.31
|
|
|
—
|
|
|
$
|
1.31
|
|
|
0.60
|
|
|
0.65
|
|
|
$
|
1.25
|
|
|
|
Total
|
|
Fiscal
2019
|
|
Fiscal
2020-2021
|
|
Fiscal
2022-2023
|
|
Thereafter
|
||||||||||
Long-Term Debt
|
|
$
|
200,888
|
|
|
$
|
—
|
|
|
$
|
200,888
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest on Long-Term Debt
|
|
34,527
|
|
|
13,811
|
|
|
20,716
|
|
|
—
|
|
|
—
|
|
|||||
Operating Leases
|
|
104,334
|
|
|
16,080
|
|
|
23,648
|
|
|
14,517
|
|
|
50,089
|
|
|||||
Purchase Obligations
|
|
42,175
|
|
|
40,789
|
|
|
1,386
|
|
|
—
|
|
|
—
|
|
|||||
Other Liabilities (a)
|
|
94,000
|
|
|
—
|
|
|
—
|
|
|
30,000
|
|
|
64,000
|
|
|||||
|
|
$
|
475,924
|
|
|
$
|
70,680
|
|
|
$
|
246,638
|
|
|
$
|
44,517
|
|
|
$
|
114,089
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Hedge
Currency
|
|
Notional
Value
|
|
Fair Value
|
|
Conversion
Currency
|
|
(Gain) Loss
at Fair Value
|
|||||
Australian Dollar
|
|
35,833
|
|
|
$
|
26,558
|
|
|
U.S.
|
|
$
|
(1,322
|
)
|
Brazilian Real
|
|
28,822
|
|
|
$
|
7,571
|
|
|
U.S.
|
|
$
|
(889
|
)
|
Canadian Dollar
|
|
14,430
|
|
|
$
|
11,020
|
|
|
U.S.
|
|
$
|
(373
|
)
|
Chinese Renminbi
|
|
62,209
|
|
|
$
|
9,324
|
|
|
U.S.
|
|
$
|
(90
|
)
|
Euro
|
|
32,592
|
|
|
$
|
38,603
|
|
|
U.S.
|
|
$
|
(1,045
|
)
|
Japanese Yen
|
|
587,500
|
|
|
$
|
5,324
|
|
|
U.S.
|
|
$
|
—
|
|
Hedge
Commodity
|
|
Notional
Value
|
|
Fair Value
|
|
(Gain) Loss
at Fair Value
|
|||||
Natural Gas (Therms)
|
|
10,553
|
|
|
$
|
3,392
|
|
|
$
|
(8
|
)
|
Description
|
|
Amount
|
|
Maturity
|
|
Interest Rate
|
||
6.875% Senior Notes
|
|
$
|
200,888
|
|
|
December 2020
|
|
6.875%
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
|
Page
|
|
|
Consolidated Balance Sheets, July 1, 2018 and July 2, 2017
|
|
|
|
For the Fiscal Years Ended July 1, 2018, July 2, 2017, and July 3, 2016:
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
|
Consolidated Statements of Shareholders' Investment
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
|
|
|
FINANCIAL STATEMENT SCHEDULES
|
|
Schedule II – Valuation and Qualifying Accounts
|
Consolidated Balance Sheets
|
|
|
|
|
|
ASSETS
|
|
2018
|
|
2017
|
||||
CURRENT ASSETS:
|
|
|
|
|
||||
Cash and Cash Equivalents
|
|
$
|
44,923
|
|
|
$
|
61,707
|
|
Receivables, Less Reserves of $2,608 and $2,645, Respectively
|
|
182,801
|
|
|
230,011
|
|
||
Inventories:
|
|
|
|
|
||||
Finished Products
|
|
290,108
|
|
|
265,720
|
|
||
Work in Process
|
|
111,409
|
|
|
102,187
|
|
||
Raw Materials
|
|
10,314
|
|
|
6,972
|
|
||
Total Inventories
|
|
411,831
|
|
|
374,879
|
|
||
Prepaid Expenses and Other Current Assets
|
|
39,651
|
|
|
22,844
|
|
||
Total Current Assets
|
|
679,206
|
|
|
689,441
|
|
||
GOODWILL
|
|
163,200
|
|
|
161,649
|
|
||
INVESTMENTS
|
|
50,960
|
|
|
51,677
|
|
||
OTHER INTANGIBLE ASSETS, Net
|
|
95,864
|
|
|
100,595
|
|
||
LONG-TERM DEFERRED INCOME TAX ASSET
|
|
12,149
|
|
|
64,412
|
|
||
OTHER LONG-TERM ASSETS, Net
|
|
20,507
|
|
|
18,325
|
|
||
PLANT AND EQUIPMENT:
|
|
|
|
|
||||
Land and Land Improvements
|
|
15,188
|
|
|
15,179
|
|
||
Buildings
|
|
134,896
|
|
|
135,226
|
|
||
Machinery and Equipment
|
|
879,535
|
|
|
867,445
|
|
||
Construction in Progress
|
|
145,546
|
|
|
86,733
|
|
||
|
|
1,175,165
|
|
|
1,104,583
|
|
||
Less - Accumulated Depreciation
|
|
753,085
|
|
|
739,703
|
|
||
Total Plant and Equipment, Net
|
|
422,080
|
|
|
364,880
|
|
||
|
|
$
|
1,443,966
|
|
|
$
|
1,450,979
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
|
|
2018
|
|
2017
|
||||
CURRENT LIABILITIES:
|
|
|
|
|
||||
Accounts Payable
|
|
$
|
204,173
|
|
|
$
|
193,677
|
|
Short-Term Debt
|
|
48,036
|
|
|
—
|
|
||
Accrued Liabilities:
|
|
|
|
|
||||
Wages and Salaries
|
|
41,136
|
|
|
43,061
|
|
||
Warranty
|
|
29,546
|
|
|
28,640
|
|
||
Accrued Postretirement Health Care Obligation
|
|
8,418
|
|
|
9,755
|
|
||
Other
|
|
52,797
|
|
|
55,245
|
|
||
Total Accrued Liabilities
|
|
131,897
|
|
|
136,701
|
|
||
Total Current Liabilities
|
|
384,106
|
|
|
330,378
|
|
||
ACCRUED PENSION COST
|
|
189,872
|
|
|
242,908
|
|
||
ACCRUED EMPLOYEE BENEFITS
|
|
20,196
|
|
|
21,897
|
|
||
ACCRUED POSTRETIREMENT HEALTH CARE OBLIGATION
|
|
30,186
|
|
|
35,132
|
|
||
ACCRUED WARRANTY
|
|
15,781
|
|
|
14,468
|
|
||
OTHER LONG-TERM LIABILITIES
|
|
33,447
|
|
|
25,069
|
|
||
LONG-TERM DEBT
|
|
199,954
|
|
|
221,793
|
|
||
COMMITMENTS AND CONTINGENCIES (Note 12)
|
|
|
|
|
||||
SHAREHOLDERS’ INVESTMENT:
|
|
|
|
|
||||
Common Stock -
Authorized 120,000 Shares $.01 Par Value, Issued 57,854 Shares
|
|
579
|
|
|
579
|
|
||
Additional Paid-In Capital
|
|
76,408
|
|
|
73,562
|
|
||
Retained Earnings
|
|
1,071,480
|
|
|
1,107,033
|
|
||
Accumulated Other Comprehensive Loss
|
|
(252,272
|
)
|
|
(300,026
|
)
|
||
Treasury Stock at Cost, 15,237 and 15,074 Shares, Respectively
|
|
(325,771
|
)
|
|
(321,814
|
)
|
||
Total Shareholders’ Investment
|
|
570,424
|
|
|
559,334
|
|
||
|
|
$
|
1,443,966
|
|
|
$
|
1,450,979
|
|
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
NET SALES
|
|
$
|
1,881,294
|
|
|
$
|
1,786,103
|
|
|
$
|
1,808,778
|
|
COST OF GOODS SOLD
|
|
1,483,212
|
|
|
1,402,274
|
|
|
1,438,166
|
|
|||
RESTRUCTURING CHARGES
|
|
—
|
|
|
—
|
|
|
8,157
|
|
|||
Gross Profit
|
|
398,082
|
|
|
383,829
|
|
|
362,455
|
|
|||
ENGINEERING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
|
374,145
|
|
|
297,538
|
|
|
305,482
|
|
|||
RESTRUCTURING CHARGES
|
|
—
|
|
|
—
|
|
|
2,038
|
|
|||
GOODWILL IMPAIRMENT
|
|
—
|
|
|
—
|
|
|
7,651
|
|
|||
TRADENAME IMPAIRMENT
|
|
—
|
|
|
—
|
|
|
2,683
|
|
|||
EQUITY IN EARNINGS OF UNCONSOLIDATED AFFILIATES
|
|
9,257
|
|
|
11,056
|
|
|
1,760
|
|
|||
Income from Operations
|
|
33,194
|
|
|
97,347
|
|
|
46,361
|
|
|||
INTEREST EXPENSE
|
|
(25,320
|
)
|
|
(20,293
|
)
|
|
(20,033
|
)
|
|||
OTHER INCOME, Net
|
|
3,227
|
|
|
2,607
|
|
|
9,028
|
|
|||
Income Before Income Taxes
|
|
11,101
|
|
|
79,661
|
|
|
35,356
|
|
|||
PROVISION FOR INCOME TAXES
|
|
22,421
|
|
|
23,011
|
|
|
8,795
|
|
|||
NET INCOME (LOSS)
|
|
$
|
(11,320
|
)
|
|
$
|
56,650
|
|
|
$
|
26,561
|
|
|
|
|
|
|
|
|
||||||
EARNINGS (LOSS) PER SHARE
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
(0.28
|
)
|
|
$
|
1.31
|
|
|
$
|
0.61
|
|
Diluted
|
|
$
|
(0.28
|
)
|
|
$
|
1.31
|
|
|
$
|
0.60
|
|
|
|
|
|
|
|
|
||||||
WEIGHTED AVERAGE SHARES OUTSTANDING
|
|
|
|
|
|
|
||||||
Basic
|
|
42,068
|
|
|
42,178
|
|
|
43,019
|
|
|||
Diluted
|
|
42,068
|
|
|
42,263
|
|
|
43,200
|
|
Consolidated Statements of Comprehensive Income (Loss)
|
||
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income (Loss)
|
|
$
|
(11,320
|
)
|
|
$
|
56,650
|
|
|
$
|
26,561
|
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
||||||
Cumulative Translation Adjustments
|
|
(4,184
|
)
|
|
(881
|
)
|
|
(4,746
|
)
|
|||
Unrealized Gain (Loss) on Derivative Instruments, Net of Tax Provision (Benefit) of $2,552, $886, and ($1,659), respectively
|
|
6,562
|
|
|
1,476
|
|
|
(2,764
|
)
|
|||
Unrecognized Pension & Postretirement Obligation, Net of Tax Provision (Benefit) of $17,646, $22,697, and ($31,098), respectively
|
|
45,376
|
|
|
37,829
|
|
|
(51,830
|
)
|
|||
Other Comprehensive Income (Loss)
|
|
47,754
|
|
|
38,424
|
|
|
(59,340
|
)
|
|||
Total Comprehensive Income (Loss)
|
|
$
|
36,434
|
|
|
$
|
95,074
|
|
|
$
|
(32,779
|
)
|
Consolidated Statements of Shareholders’ Investment
|
|
|
|
|
|
|
|
Common
Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other Com-
prehensive
Income (Loss)
|
|
Treasury
Stock
|
|
Total Shareholders' Investment
|
||||||||||||
BALANCES, JUNE 28, 2015
|
|
$
|
579
|
|
|
$
|
77,272
|
|
|
$
|
1,071,493
|
|
|
$
|
(279,110
|
)
|
|
$
|
(295,984
|
)
|
|
574,250
|
|
|
Net Income
|
|
—
|
|
|
—
|
|
|
26,561
|
|
|
—
|
|
|
—
|
|
|
26,561
|
|
||||||
Total Other Comprehensive Loss, Net of Tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,340
|
)
|
|
—
|
|
|
(59,340
|
)
|
||||||
Cash Dividends Paid ($0.54 per share)
|
|
—
|
|
|
—
|
|
|
(23,617
|
)
|
|
—
|
|
|
—
|
|
|
(23,617
|
)
|
||||||
Stock Option Activity, Net of Tax
|
|
—
|
|
|
(1,955
|
)
|
|
—
|
|
|
—
|
|
|
15,111
|
|
|
13,156
|
|
||||||
Restricted Stock
|
|
—
|
|
|
(3,058
|
)
|
|
—
|
|
|
—
|
|
|
584
|
|
|
(2,474
|
)
|
||||||
Amortization of Unearned Compensation
|
|
—
|
|
|
3,255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,255
|
|
||||||
Deferred Stock
|
|
—
|
|
|
(3,461
|
)
|
|
—
|
|
|
—
|
|
|
2,495
|
|
|
(966
|
)
|
||||||
Deferred Stock - Directors
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
275
|
|
|
242
|
|
||||||
Treasury Stock Purchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37,441
|
)
|
|
(37,441
|
)
|
||||||
BALANCES, JULY 3, 2016
|
|
$
|
579
|
|
|
$
|
72,020
|
|
|
$
|
1,074,437
|
|
|
$
|
(338,450
|
)
|
|
$
|
(314,960
|
)
|
|
$
|
493,626
|
|
Net Income
|
|
—
|
|
|
—
|
|
|
56,650
|
|
|
—
|
|
|
—
|
|
|
56,650
|
|
||||||
Total Other Comprehensive Loss, Net of Tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,424
|
|
|
—
|
|
|
38,424
|
|
||||||
Cash Dividends Paid ($0.56 per share)
|
|
—
|
|
|
—
|
|
|
(24,054
|
)
|
|
—
|
|
|
—
|
|
|
(24,054
|
)
|
||||||
Stock Option Activity, Net of Tax
|
|
—
|
|
|
(1,628
|
)
|
|
—
|
|
|
—
|
|
|
8,551
|
|
|
6,923
|
|
||||||
Restricted Stock
|
|
—
|
|
|
(3,439
|
)
|
|
—
|
|
|
—
|
|
|
2,506
|
|
|
(933
|
)
|
||||||
Amortization of Unearned Compensation
|
|
—
|
|
|
3,336
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,336
|
|
||||||
Deferred Stock
|
|
—
|
|
|
(655
|
)
|
|
—
|
|
|
—
|
|
|
1,675
|
|
|
1,020
|
|
||||||
Deferred Stock - Directors (1)
|
|
—
|
|
|
3,928
|
|
|
—
|
|
|
—
|
|
|
94
|
|
|
4,022
|
|
||||||
Treasury Stock Purchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,680
|
)
|
|
(19,680
|
)
|
||||||
BALANCES, JULY 2, 2017
|
|
$
|
579
|
|
|
$
|
73,562
|
|
|
$
|
1,107,033
|
|
|
$
|
(300,026
|
)
|
|
$
|
(321,814
|
)
|
|
$
|
559,334
|
|
Net Loss
|
|
—
|
|
|
—
|
|
|
(11,320
|
)
|
|
—
|
|
|
—
|
|
|
(11,320
|
)
|
||||||
Total Other Comprehensive Income, Net of Tax
|
|
—
|
|
|
—
|
|
|
|
|
|
47,754
|
|
|
—
|
|
|
47,754
|
|
||||||
Cash Dividends Paid ($0.56 per share)
|
|
—
|
|
|
—
|
|
|
(23,951
|
)
|
|
—
|
|
|
—
|
|
|
(23,951
|
)
|
||||||
Stock Option Activity, Net of Tax
|
|
—
|
|
|
1,889
|
|
|
—
|
|
|
—
|
|
|
3,943
|
|
|
5,832
|
|
||||||
Restricted Stock
|
|
—
|
|
|
(3,119
|
)
|
|
—
|
|
|
—
|
|
|
1,763
|
|
|
(1,356
|
)
|
||||||
Amortization of Unearned Compensation
|
|
—
|
|
|
3,770
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,770
|
|
||||||
Deferred Stock
|
|
—
|
|
|
(489
|
)
|
|
—
|
|
|
—
|
|
|
649
|
|
|
160
|
|
||||||
Deferred Stock - Directors
|
|
—
|
|
|
795
|
|
|
(282
|
)
|
|
—
|
|
|
—
|
|
|
513
|
|
||||||
Treasury Stock Purchases
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
(10,312
|
)
|
|
(10,312
|
)
|
||||||
BALANCES, JULY 1, 2018
|
|
$
|
579
|
|
|
$
|
76,408
|
|
|
$
|
1,071,480
|
|
|
$
|
(252,272
|
)
|
|
$
|
(325,771
|
)
|
|
$
|
570,424
|
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net Income (Loss)
|
|
$
|
(11,320
|
)
|
|
$
|
56,650
|
|
|
$
|
26,561
|
|
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
|
|
|
|
|
|
|
||||||
Depreciation and Amortization
|
|
58,258
|
|
|
56,183
|
|
|
54,400
|
|
|||
Stock Compensation Expense
|
|
6,675
|
|
|
4,923
|
|
|
5,109
|
|
|||
Goodwill and Tradename Impairment
|
|
—
|
|
|
—
|
|
|
10,334
|
|
|||
Pension Settlement Expense
|
|
41,157
|
|
|
—
|
|
|
20,245
|
|
|||
Equity in Earnings of Unconsolidated Affiliates
|
|
(12,230
|
)
|
|
(11,056
|
)
|
|
(4,947
|
)
|
|||
Dividends Received from Unconsolidated Affiliates
|
|
10,911
|
|
|
9,067
|
|
|
6,119
|
|
|||
Loss on Disposition of Plant and Equipment
|
|
1,915
|
|
|
857
|
|
|
751
|
|
|||
Provision for Deferred Income Taxes
|
|
35,351
|
|
|
10,316
|
|
|
2,194
|
|
|||
Cash Contributions to Qualified Pension Plans
|
|
(30,000
|
)
|
|
—
|
|
|
—
|
|
|||
Non-Cash Restructuring Charges
|
|
—
|
|
|
—
|
|
|
3,903
|
|
|||
Change in Operating Assets and Liabilities:
|
|
|
|
|
|
|
||||||
Accounts Receivable
|
|
47,180
|
|
|
(41,655
|
)
|
|
23,917
|
|
|||
Inventories
|
|
(37,446
|
)
|
|
11,204
|
|
|
(7,933
|
)
|
|||
Other Current Assets
|
|
(4,759
|
)
|
|
(1,759
|
)
|
|
1,231
|
|
|||
Accounts Payable, Accrued Liabilities and Income Taxes
|
|
(10,345
|
)
|
|
8,152
|
|
|
(14,016
|
)
|
|||
Other, Net
|
|
(2,624
|
)
|
|
(12,538
|
)
|
|
(12,941
|
)
|
|||
Net Cash Provided by Operating Activities
|
|
92,723
|
|
|
90,344
|
|
|
114,927
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Capital Expenditures (1)
|
|
(103,203
|
)
|
|
(83,141
|
)
|
|
(64,161
|
)
|
|||
Cash Paid for Acquisitions, Net of Cash Acquired
|
|
(1,800
|
)
|
|
—
|
|
|
(3,074
|
)
|
|||
Cash Paid for Investment in Unconsolidated Affiliates
|
|
—
|
|
|
—
|
|
|
(19,100
|
)
|
|||
Proceeds Received on Disposition of Plant and Equipment
|
|
339
|
|
|
1,027
|
|
|
1,359
|
|
|||
Proceeds on Sale of Investment in Marketable Securities
|
|
—
|
|
|
3,343
|
|
|
—
|
|
|||
Increase to Restricted Cash
|
|
(4,295
|
)
|
|
—
|
|
|
—
|
|
|||
Other, Net
|
|
—
|
|
|
—
|
|
|
(860
|
)
|
|||
Net Cash Used in Investing Activities
|
|
(108,959
|
)
|
|
(78,771
|
)
|
|
(85,836
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
||||||
Net Borrowings on Revolver
|
|
48,036
|
|
|
—
|
|
|
—
|
|
|||
Long Term Note Payable
|
|
7,685
|
|
|
—
|
|
|
—
|
|
|||
Repayments on Long-Term Debt
|
|
(22,261
|
)
|
|
—
|
|
|
(1,851
|
)
|
|||
Debt Issuance Costs
|
|
(1,154
|
)
|
|
—
|
|
|
(932
|
)
|
|||
Cash Dividends Paid
|
|
(23,951
|
)
|
|
(24,054
|
)
|
|
(23,617
|
)
|
|||
Stock Option Exercise Proceeds
|
|
3,772
|
|
|
7,770
|
|
|
12,389
|
|
|||
Payment of Acquisition Contingent Liability
|
|
—
|
|
|
(1,625
|
)
|
|
—
|
|
|||
Payments Related to Shares Withheld for Taxes for Stock Compensation
|
|
(1,396
|
)
|
|
(1,750
|
)
|
|
(3,104
|
)
|
|||
Treasury Stock Purchases
|
|
(10,312
|
)
|
|
(19,680
|
)
|
|
(37,441
|
)
|
|||
Net Cash Provided by (Used in) Financing Activities
|
|
419
|
|
|
(39,339
|
)
|
|
(54,556
|
)
|
|||
EFFECT OF FOREIGN CURRENCY EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
|
|
(967
|
)
|
|
(366
|
)
|
|
(3,086
|
)
|
|||
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
|
(16,784
|
)
|
|
(28,132
|
)
|
|
(28,551
|
)
|
|||
CASH AND CASH EQUIVALENTS BEGINNING OF YEAR
|
|
61,707
|
|
|
89,839
|
|
|
118,390
|
|
|||
CASH AND CASH EQUIVALENTS END OF YEAR
|
|
$
|
44,923
|
|
|
$
|
61,707
|
|
|
$
|
89,839
|
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
|
|
|
|
|
|
||||||
Interest Paid
|
|
$
|
24,075
|
|
|
$
|
19,422
|
|
|
$
|
18,804
|
|
Income Taxes Paid
|
|
$
|
606
|
|
|
$
|
4,683
|
|
|
$
|
5,980
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Results of Operations:
|
|
|
|
|
|
|
||||||
Sales
|
|
$
|
324,931
|
|
|
$
|
321,938
|
|
|
$
|
287,728
|
|
Cost of Goods Sold
|
|
248,585
|
|
|
244,346
|
|
|
222,426
|
|
|||
Gross Profit
|
|
$
|
76,346
|
|
|
$
|
77,592
|
|
|
$
|
65,302
|
|
Net Income
|
|
$
|
22,158
|
|
|
$
|
22,217
|
|
|
$
|
20,258
|
|
|
|
2018
|
|
2017
|
||||
Financial Position:
|
|
|
|
|
||||
Assets:
|
|
|
|
|
||||
Current Assets
|
|
$
|
150,382
|
|
|
$
|
157,117
|
|
Noncurrent Assets
|
|
45,186
|
|
|
54,748
|
|
||
|
|
195,568
|
|
|
211,865
|
|
||
Liabilities:
|
|
|
|
|
||||
Current Liabilities
|
|
$
|
54,007
|
|
|
$
|
61,346
|
|
Noncurrent Liabilities
|
|
20,027
|
|
|
25,399
|
|
||
|
|
74,034
|
|
|
86,745
|
|
||
Equity
|
|
$
|
121,534
|
|
|
$
|
125,120
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
||||
Balance, Beginning of Period
|
|
$
|
43,108
|
|
|
$
|
44,367
|
|
Payments
|
|
(23,704
|
)
|
|
(27,336
|
)
|
||
Provision for Current Year Warranties
|
|
24,436
|
|
|
25,513
|
|
||
Changes in Estimates
|
|
1,487
|
|
|
564
|
|
||
Balance, End of Period
|
|
$
|
45,327
|
|
|
$
|
43,108
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
July 1, 2018
|
|
July 2, 2017
|
|
July 3, 2016
|
||||||
Net Income (Loss)
|
|
$
|
(11,320
|
)
|
|
$
|
56,650
|
|
|
$
|
26,561
|
|
Less: Earnings Allocated to Participating Securities
|
|
(301
|
)
|
|
(1,274
|
)
|
|
(497
|
)
|
|||
Net Income (Loss) available to Common Shareholders
|
|
$
|
(11,621
|
)
|
|
$
|
55,376
|
|
|
$
|
26,064
|
|
Average Shares of Common Stock Outstanding
|
|
42,068
|
|
|
42,178
|
|
|
43,019
|
|
|||
Incremental Common Shares Applicable to Common Stock Options and Performance Shares Based on the Common Stock Average Market Price During the Period
|
|
—
|
|
|
85
|
|
|
181
|
|
|||
Shares Used in Calculating Diluted Earnings Per Share
|
|
42,068
|
|
|
42,263
|
|
|
43,200
|
|
|||
Adjustment for Participating Securities
|
|
—
|
|
|
792
|
|
|
722
|
|
|||
Diluted Average Shares, Including Participating Securities
|
|
42,068
|
|
|
43,055
|
|
|
43,922
|
|
|||
Basic Earnings (Loss) Per Share
|
|
$
|
(0.28
|
)
|
|
$
|
1.31
|
|
|
$
|
0.61
|
|
Diluted Earnings (Loss) Per Share
|
|
$
|
(0.28
|
)
|
|
$
|
1.31
|
|
|
$
|
0.60
|
|
|
|
Fiscal Year Ended
|
||||||||||
|
|
July 1, 2018
|
|
July 2, 2017
|
|
July 3, 2016
|
||||||
Options to Purchase Shares of Common Stock (in thousands)
|
|
—
|
|
|
—
|
|
|
408
|
|
|||
Weighted Average Exercise Price of Options Excluded
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20.82
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended July 1, 2018
|
||||||||||||||
|
|
Cumulative Translation Adjustments
|
|
Derivative Financial Instruments
|
|
Pension and Postretirement Benefit Plans
|
|
Total
|
||||||||
Beginning Balance
|
|
$
|
(24,744
|
)
|
|
$
|
(76
|
)
|
|
$
|
(275,206
|
)
|
|
$
|
(300,026
|
)
|
Other Comprehensive Income (Loss) Before Reclassification
|
|
(4,184
|
)
|
|
4,303
|
|
|
43,802
|
|
|
43,921
|
|
||||
Income Tax Benefit (Expense)
|
|
—
|
|
|
(936
|
)
|
|
(10,556
|
)
|
|
(11,492
|
)
|
||||
Net Other Comprehensive Income (Loss) Before Reclassifications
|
|
(4,184
|
)
|
|
3,367
|
|
|
33,246
|
|
|
32,429
|
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
|
||||||||
Realized (Gains) Losses - Foreign Currency Contracts (1)
|
|
—
|
|
|
4,795
|
|
|
—
|
|
|
4,795
|
|
||||
Realized (Gains) Losses - Commodity Contracts (1)
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
||||
Realized (Gains) Losses - Interest Rate Swaps (1)
|
|
—
|
|
|
(251
|
)
|
|
—
|
|
|
(251
|
)
|
||||
Amortization of Prior Service Costs (Credits) (2)
|
|
—
|
|
|
—
|
|
|
(1,255
|
)
|
|
(1,255
|
)
|
||||
Amortization of Actuarial Losses (2)
|
|
—
|
|
|
—
|
|
|
18,785
|
|
|
18,785
|
|
||||
Total Reclassifications Before Tax
|
|
—
|
|
|
4,640
|
|
|
17,530
|
|
|
22,170
|
|
||||
Income Tax Expense (Benefit)
|
|
—
|
|
|
(1,445
|
)
|
|
(5,400
|
)
|
|
(6,845
|
)
|
||||
Net Reclassifications
|
|
—
|
|
|
3,195
|
|
|
12,130
|
|
|
15,325
|
|
||||
Other Comprehensive Income (Loss)
|
|
(4,184
|
)
|
|
6,562
|
|
|
45,376
|
|
|
47,754
|
|
||||
Ending Balance
|
|
$
|
(28,928
|
)
|
|
$
|
6,486
|
|
|
$
|
(229,830
|
)
|
|
$
|
(252,272
|
)
|
|
|
|
|
|
|
|
|
Fiscal Year Ended July 2, 2017
|
||||||||||||||
|
|
Cumulative Translation Adjustments
|
|
Derivative Financial Instruments
|
|
Pension and Postretirement Benefit Plans
|
|
Total
|
||||||||
Beginning Balance
|
|
$
|
(23,863
|
)
|
|
$
|
(1,552
|
)
|
|
$
|
(313,035
|
)
|
|
$
|
(338,450
|
)
|
Other Comprehensive Income (Loss) Before Reclassification
|
|
(881
|
)
|
|
1,003
|
|
|
43,947
|
|
|
44,069
|
|
||||
Income Tax Benefit (Expense)
|
|
—
|
|
|
(376
|
)
|
|
(16,480
|
)
|
|
(16,856
|
)
|
||||
Net Other Comprehensive Income (Loss) Before Reclassifications
|
|
(881
|
)
|
|
627
|
|
|
27,467
|
|
|
27,213
|
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
|
||||||||
Realized (Gains) Losses - Foreign Currency Contracts (1)
|
|
—
|
|
|
357
|
|
|
—
|
|
|
357
|
|
||||
Realized (Gains) Losses - Commodity Contracts (1)
|
|
—
|
|
|
258
|
|
|
—
|
|
|
258
|
|
||||
Realized (Gains) Losses - Interest Rate Swaps (1)
|
|
—
|
|
|
743
|
|
|
—
|
|
|
743
|
|
||||
Amortization of Prior Service Costs (Credits) (2)
|
|
—
|
|
|
—
|
|
|
(2,474
|
)
|
|
(2,474
|
)
|
||||
Amortization of Actuarial Losses (2)
|
|
—
|
|
|
—
|
|
|
19,053
|
|
|
19,053
|
|
||||
Total Reclassifications Before Tax
|
|
—
|
|
|
1,358
|
|
|
16,579
|
|
|
17,937
|
|
||||
Income Tax Expense (Benefit)
|
|
—
|
|
|
(509
|
)
|
|
(6,217
|
)
|
|
(6,726
|
)
|
||||
Net Reclassifications
|
|
—
|
|
|
849
|
|
|
10,362
|
|
|
11,211
|
|
||||
Other Comprehensive Income (Loss)
|
|
(881
|
)
|
|
1,476
|
|
|
37,829
|
|
|
38,424
|
|
||||
Ending Balance
|
|
$
|
(24,744
|
)
|
|
$
|
(76
|
)
|
|
$
|
(275,206
|
)
|
|
$
|
(300,026
|
)
|
|
|
|
|
|
|
|
|
Fiscal Year Ended July 3, 2016
|
||||||||||||||
|
|
Cumulative Translation Adjustments
|
|
Derivative Financial Instruments
|
|
Pension and Postretirement Benefit Plans
|
|
Total
|
||||||||
Beginning Balance
|
|
$
|
(19,117
|
)
|
|
$
|
1,212
|
|
|
$
|
(261,205
|
)
|
|
$
|
(279,110
|
)
|
Other Comprehensive Income (Loss) Before Reclassification
|
|
(4,746
|
)
|
|
1,147
|
|
|
(117,745
|
)
|
|
(121,344
|
)
|
||||
Income Tax Benefit (Expense)
|
|
—
|
|
|
(430
|
)
|
|
44,154
|
|
|
43,724
|
|
||||
Net Other Comprehensive Income (Loss) Before Reclassifications
|
|
(4,746
|
)
|
|
717
|
|
|
(73,591
|
)
|
|
(77,620
|
)
|
||||
Reclassifications:
|
|
|
|
|
|
|
|
|
||||||||
Realized (Gains) Losses - Foreign Currency Contracts (1)
|
|
—
|
|
|
(7,584
|
)
|
|
—
|
|
|
(7,584
|
)
|
||||
Realized (Gains) Losses - Commodity Contracts (1)
|
|
—
|
|
|
901
|
|
|
—
|
|
|
901
|
|
||||
Realized (Gains) Losses - Interest Rate Swaps (1)
|
|
—
|
|
|
1,113
|
|
|
—
|
|
|
1,113
|
|
||||
Amortization of Prior Service Costs (Credits) (2)
|
|
—
|
|
|
—
|
|
|
(2,479
|
)
|
|
(2,479
|
)
|
||||
Amortization of Actuarial Losses (2)
|
|
—
|
|
|
—
|
|
|
17,051
|
|
|
17,051
|
|
||||
Plan Settlement (2)
|
|
—
|
|
|
—
|
|
|
20,245
|
|
|
20,245
|
|
||||
Total Reclassifications Before Tax
|
|
—
|
|
|
(5,570
|
)
|
|
34,817
|
|
|
29,247
|
|
||||
Income Tax Expense (Benefit)
|
|
—
|
|
|
2,089
|
|
|
(13,056
|
)
|
|
(10,967
|
)
|
||||
Net Reclassifications
|
|
—
|
|
|
(3,481
|
)
|
|
21,761
|
|
|
18,280
|
|
||||
Other Comprehensive Income (Loss)
|
|
(4,746
|
)
|
|
(2,764
|
)
|
|
(51,830
|
)
|
|
(59,340
|
)
|
||||
Ending Balance
|
|
$
|
(23,863
|
)
|
|
$
|
(1,552
|
)
|
|
$
|
(313,035
|
)
|
|
$
|
(338,450
|
)
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
|
|
July 1, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
7,938
|
|
|
$
|
—
|
|
|
$
|
7,938
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
231
|
|
|
$
|
—
|
|
|
$
|
231
|
|
|
$
|
—
|
|
|
|
|
|
Fair Value Measurement Using
|
||||||||||||
|
|
July 2, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
2,081
|
|
|
$
|
—
|
|
|
$
|
2,081
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
||||||||
Derivatives
|
|
$
|
3,213
|
|
|
$
|
—
|
|
|
$
|
3,213
|
|
|
$
|
—
|
|
|
|
2018
|
|
2017
|
||||||||||||
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
6.875% Senior Notes
|
|
$
|
200,888
|
|
|
$
|
214,000
|
|
|
$
|
223,149
|
|
|
$
|
245,888
|
|
Borrowings on Revolver
|
|
$
|
48,036
|
|
|
$
|
48,036
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Engines
|
|
Products
|
|
Total
|
||||||
Goodwill Balance at July 3, 2016
|
|
$
|
137,943
|
|
|
$
|
23,625
|
|
|
$
|
161,568
|
|
Effect of Translation
|
|
131
|
|
|
(50
|
)
|
|
81
|
|
|||
Goodwill Balance at July 2, 2017
|
|
$
|
138,074
|
|
|
$
|
23,575
|
|
|
$
|
161,649
|
|
Acquisitions
|
|
—
|
|
|
2,573
|
|
|
2,573
|
|
|||
Effect of Translation
|
|
(682
|
)
|
|
(340
|
)
|
|
(1,022
|
)
|
|||
Goodwill Balance at July 1, 2018
|
|
$
|
137,392
|
|
|
$
|
25,808
|
|
|
$
|
163,200
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
||||||||||||||||||||
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
Amortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Patents
|
|
$
|
7,300
|
|
|
$
|
(6,813
|
)
|
|
$
|
487
|
|
|
$
|
7,300
|
|
|
$
|
(6,327
|
)
|
|
$
|
973
|
|
Customer Relationships
|
|
60,182
|
|
|
(18,995
|
)
|
|
41,187
|
|
|
60,182
|
|
|
(16,304
|
)
|
|
43,878
|
|
||||||
Other Intangible Assets
|
|
839
|
|
|
(774
|
)
|
|
65
|
|
|
839
|
|
|
(626
|
)
|
|
213
|
|
||||||
Effect of Translation
|
|
(6,887
|
)
|
|
1,065
|
|
|
(5,822
|
)
|
|
(5,576
|
)
|
|
637
|
|
|
(4,939
|
)
|
||||||
Total Amortized Intangible Assets
|
|
61,434
|
|
|
(25,517
|
)
|
|
35,917
|
|
|
62,745
|
|
|
(22,620
|
)
|
|
40,125
|
|
||||||
Unamortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tradenames
|
|
63,967
|
|
|
—
|
|
|
63,967
|
|
|
63,967
|
|
|
—
|
|
|
63,967
|
|
||||||
Effect of Translation
|
|
(4,020
|
)
|
|
—
|
|
|
(4,020
|
)
|
|
(3,497
|
)
|
|
—
|
|
|
(3,497
|
)
|
||||||
Total Unamortized Intangible Assets
|
|
59,947
|
|
|
—
|
|
|
59,947
|
|
|
60,470
|
|
|
—
|
|
|
60,470
|
|
||||||
Total Intangible Assets
|
|
$
|
121,381
|
|
|
$
|
(25,517
|
)
|
|
$
|
95,864
|
|
|
$
|
123,215
|
|
|
$
|
(22,620
|
)
|
|
$
|
100,595
|
|
|
|
||
2019
|
$
|
3,241
|
|
2020
|
2,754
|
|
|
2021
|
2,754
|
|
|
2022
|
2,754
|
|
|
2023
|
2,754
|
|
|
|
|
||
|
$
|
14,257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
U.S.
|
|
$
|
(5,350
|
)
|
|
$
|
66,555
|
|
|
$
|
22,203
|
|
Foreign
|
|
16,451
|
|
|
13,106
|
|
|
13,153
|
|
|||
Total
|
|
$
|
11,101
|
|
|
$
|
79,661
|
|
|
$
|
35,356
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Current
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(12,072
|
)
|
|
$
|
7,333
|
|
|
$
|
2,649
|
|
State
|
|
(4,413
|
)
|
|
933
|
|
|
670
|
|
|||
Foreign
|
|
3,556
|
|
|
4,429
|
|
|
3,282
|
|
|||
|
|
(12,929
|
)
|
|
12,695
|
|
|
6,601
|
|
|||
Deferred
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
31,235
|
|
|
$
|
8,156
|
|
|
$
|
2,702
|
|
State
|
|
4,462
|
|
|
583
|
|
|
193
|
|
|||
Foreign
|
|
(347
|
)
|
|
1,577
|
|
|
(701
|
)
|
|||
|
|
35,350
|
|
|
10,316
|
|
|
2,194
|
|
|||
Total
|
|
$
|
22,421
|
|
|
$
|
23,011
|
|
|
$
|
8,795
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
U.S. Statutory Rate
|
|
28.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State Taxes, Net of Federal Tax Benefit
|
|
3.7
|
%
|
|
1.5
|
%
|
|
2.0
|
%
|
Impact of Foreign Operations and Tax Rates
|
|
(2.5
|
)%
|
|
(2.1
|
)%
|
|
(9.7
|
)%
|
Valuation Allowance
|
|
6.7
|
%
|
|
5.3
|
%
|
|
3.3
|
%
|
Changes to Unrecognized Tax Benefits
|
|
1.3
|
%
|
|
(4.5
|
)%
|
|
2.8
|
%
|
U.S. Manufacturers Deduction
|
|
—
|
%
|
|
(2.4
|
)%
|
|
(3.7
|
)%
|
Research & Development Credit (1)
|
|
(25.2
|
)%
|
|
(3.1
|
)%
|
|
(10.6
|
)%
|
Goodwill Impairment
|
|
—
|
%
|
|
—
|
%
|
|
7.6
|
%
|
Return to Provision Adjustment
|
|
15.6
|
%
|
|
(0.4
|
)%
|
|
(4.2
|
)%
|
U.S. Tax Reform (2)
|
|
189.9
|
%
|
|
—
|
%
|
|
—
|
%
|
Impact of Joint Venture Business Optimization
|
|
4.5
|
%
|
|
—
|
%
|
|
—
|
%
|
Worthless Stock Loss
|
|
(10.8
|
)%
|
|
—
|
%
|
|
—
|
%
|
Warehouse Charitable Contribution
|
|
(9.5
|
)%
|
|
—
|
%
|
|
—
|
%
|
Other, Net
|
|
0.2
|
%
|
|
(0.4
|
)%
|
|
2.4
|
%
|
Effective Tax Rate
|
|
201.9
|
%
|
|
28.9
|
%
|
|
24.9
|
%
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Beginning Balance
|
$
|
5,986
|
|
|
$
|
10,922
|
|
|
$
|
10,551
|
|
Changes based on tax positions related to prior year
|
—
|
|
|
(861
|
)
|
|
(208
|
)
|
|||
Additions based on tax positions related to current year
|
981
|
|
|
461
|
|
|
579
|
|
|||
Settlements with taxing authorities
|
—
|
|
|
(4,437
|
)
|
|
—
|
|
|||
Lapse of statute of limitations
|
(1,068
|
)
|
|
(99
|
)
|
|
—
|
|
|||
Ending Balance
|
$
|
5,899
|
|
|
$
|
5,986
|
|
|
$
|
10,922
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
NET SALES:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
1,066,318
|
|
|
$
|
1,098,809
|
|
|
$
|
1,142,815
|
|
Products
|
|
904,007
|
|
|
778,378
|
|
|
772,154
|
|
|||
Eliminations
|
|
(89,031
|
)
|
|
(91,084
|
)
|
|
(106,191
|
)
|
|||
|
|
$
|
1,881,294
|
|
|
$
|
1,786,103
|
|
|
$
|
1,808,778
|
|
GROSS PROFIT:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
252,645
|
|
|
$
|
262,036
|
|
|
$
|
252,833
|
|
Products
|
|
144,933
|
|
|
121,141
|
|
|
110,944
|
|
|||
Eliminations
|
|
504
|
|
|
652
|
|
|
(1,322
|
)
|
|||
|
|
$
|
398,082
|
|
|
$
|
383,829
|
|
|
$
|
362,455
|
|
SEGMENT INCOME (LOSS) (1)
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
10,678
|
|
|
$
|
84,165
|
|
|
$
|
60,645
|
|
Products
|
|
22,012
|
|
|
12,530
|
|
|
(9,775
|
)
|
|||
Eliminations
|
|
504
|
|
|
652
|
|
|
(1,322
|
)
|
|||
|
|
$
|
33,194
|
|
|
$
|
97,347
|
|
|
$
|
49,548
|
|
Reconciliation from Segment Income (Loss) to Income Before Income Taxes:
|
|
|
|
|
|
|
||||||
Equity in Earnings of Unconsolidated Affiliates(1)
|
|
—
|
|
|
—
|
|
|
3,187
|
|
|||
Income from Operations
|
|
$
|
33,194
|
|
|
$
|
97,347
|
|
|
$
|
46,361
|
|
INTEREST EXPENSE
|
|
(25,320
|
)
|
|
(20,293
|
)
|
|
(20,033
|
)
|
|||
OTHER INCOME, Net
|
|
3,227
|
|
|
2,607
|
|
|
9,028
|
|
|||
Income Before Income Taxes
|
|
11,101
|
|
|
79,661
|
|
|
35,356
|
|
|||
PROVISION FOR INCOME TAXES
|
|
22,421
|
|
|
23,011
|
|
|
8,795
|
|
|||
Net Income (Loss)
|
|
$
|
(11,320
|
)
|
|
$
|
56,650
|
|
|
$
|
26,561
|
|
|
|
|
|
|
|
|
||||||
ASSETS:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
965,677
|
|
|
$
|
987,943
|
|
|
$
|
984,119
|
|
Products
|
|
547,540
|
|
|
551,207
|
|
|
546,104
|
|
|||
Eliminations
|
|
(69,251
|
)
|
|
(88,171
|
)
|
|
(73,556
|
)
|
|||
|
|
$
|
1,443,966
|
|
|
$
|
1,450,979
|
|
|
$
|
1,456,667
|
|
CAPITAL EXPENDITURES:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
79,724
|
|
|
$
|
67,218
|
|
|
$
|
58,186
|
|
Products
|
|
23,479
|
|
|
15,923
|
|
|
5,975
|
|
|||
|
|
$
|
103,203
|
|
|
$
|
83,141
|
|
|
$
|
64,161
|
|
DEPRECIATION & AMORTIZATION:
|
|
|
|
|
|
|
||||||
Engines
|
|
$
|
44,361
|
|
|
$
|
44,384
|
|
|
$
|
44,480
|
|
Products
|
|
13,897
|
|
|
11,799
|
|
|
9,920
|
|
|||
|
|
$
|
58,258
|
|
|
$
|
56,183
|
|
|
$
|
54,400
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Engines
|
|
$
|
2,854
|
|
|
$
|
—
|
|
|
$
|
11,599
|
|
Products
|
|
3,775
|
|
|
—
|
|
|
7,943
|
|
|||
Total
|
|
$
|
6,629
|
|
|
$
|
—
|
|
|
$
|
19,542
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Engines
|
|
$
|
53,913
|
|
|
$
|
—
|
|
|
$
|
24,424
|
|
Products
|
|
8,113
|
|
|
—
|
|
|
19,451
|
|
|||
Total
|
|
$
|
62,026
|
|
|
$
|
—
|
|
|
$
|
43,875
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
|
$
|
1,346,687
|
|
|
$
|
1,246,015
|
|
|
$
|
1,299,003
|
|
All Other Countries
|
|
534,607
|
|
|
540,088
|
|
|
509,775
|
|
|||
Total
|
|
$
|
1,881,294
|
|
|
$
|
1,786,103
|
|
|
$
|
1,808,778
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
|
$
|
405,808
|
|
|
$
|
347,664
|
|
|
$
|
309,089
|
|
All Other Countries
|
|
16,272
|
|
|
17,216
|
|
|
17,184
|
|
|||
Total
|
|
$
|
422,080
|
|
|
$
|
364,880
|
|
|
$
|
326,273
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
Customer:
|
|
Net Sales
|
|
%
|
|
Net Sales
|
|
%
|
|
Net Sales
|
|
%
|
|||||||||
HOP
|
|
$
|
184,008
|
|
|
10
|
%
|
|
$
|
207,882
|
|
|
12
|
%
|
|
$
|
229,899
|
|
|
13
|
%
|
MTD
|
|
192,402
|
|
|
10
|
%
|
|
205,339
|
|
|
11
|
%
|
|
235,220
|
|
|
13
|
%
|
|||
|
|
$
|
376,410
|
|
|
20
|
%
|
|
$
|
413,221
|
|
|
23
|
%
|
|
$
|
465,119
|
|
|
26
|
%
|
|
|
|
|
|
|
Fiscal Year
|
|
Commitments
|
||
2019
|
|
$
|
16,080
|
|
2020
|
|
13,259
|
|
|
2021
|
|
10,389
|
|
|
2022
|
|
7,668
|
|
|
2023
|
|
6,849
|
|
|
Thereafter
|
|
50,089
|
|
|
Total future minimum lease commitments
|
|
$
|
104,334
|
|
|
|
2018
|
|
2017
|
||||
Multicurrency Credit Agreement
|
|
$
|
48,025
|
|
|
$
|
—
|
|
Total Short-Term Debt
|
|
$
|
48,025
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Note Payable (NMTC transaction)
|
|
7,685
|
|
|
—
|
|
||
Unamortized Debt Issuance Costs associated with Note Payable
|
|
1,009
|
|
|
—
|
|
||
|
|
8,694
|
|
|
—
|
|
||
|
|
|
|
|
||||
6.875% Senior Notes
|
|
$
|
200,888
|
|
|
$
|
223,149
|
|
Unamortized Debt Issuance Costs associated with 6.875% Senior Notes
|
|
934
|
|
|
1,356
|
|
||
Total Long-Term Debt
|
|
$
|
199,954
|
|
|
$
|
221,793
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest Income
|
|
$
|
1,526
|
|
|
$
|
1,203
|
|
|
$
|
695
|
|
Equity in Earnings of Unconsolidated Affiliates
|
|
—
|
|
|
—
|
|
|
3,187
|
|
|||
Gain on Sale of Investment in Marketable Securities
|
|
—
|
|
|
—
|
|
|
3,343
|
|
|||
Other Items
|
|
1,701
|
|
|
1,404
|
|
|
1,803
|
|
|||
Total
|
|
$
|
3,227
|
|
|
$
|
2,607
|
|
|
$
|
9,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options Granted During
|
|
2018
|
|
2017
|
|
2016
|
||||||
Grant Date Fair Value
|
|
$
|
4.64
|
|
|
$
|
3.84
|
|
|
$
|
3.72
|
|
(Since options are only granted once per year, the grant date fair value equals the weighted average grant date fair value.)
|
|
|
|
|
|
|
||||||
Assumptions:
|
|
|
|
|
|
|
||||||
Risk-free Interest Rate
|
|
1.8
|
%
|
|
1.2
|
%
|
|
1.7
|
%
|
|||
Expected Volatility
|
|
30.7
|
%
|
|
29.3
|
%
|
|
25.1
|
%
|
|||
Expected Dividend Yield
|
|
2.7
|
%
|
|
2.9
|
%
|
|
2.5
|
%
|
|||
Expected Term (in Years)
|
|
5.5
|
|
|
5.5
|
|
|
5.5
|
|
|
|
Options
|
|
Wtd. Avg. Exercise Price
|
|
Wtd. Avg. Remaining Contractual Term (in years)
|
|
Aggregate Intrinsic Value (in thousands)
|
|||||
Balance, June 28, 2015
|
|
2,176,850
|
|
|
$
|
18.86
|
|
|
|
|
|
||
Granted During the Year
|
|
501,990
|
|
|
19.90
|
|
|
|
|
|
|||
Exercised During the Year
|
|
(697,309
|
)
|
|
17.77
|
|
|
|
|
|
|||
Expired During the Year
|
|
(136,988
|
)
|
|
19.88
|
|
|
|
|
|
|||
Balance, July 3, 2016
|
|
1,844,543
|
|
|
$
|
19.48
|
|
|
|
|
|
||
Granted During the Year
|
|
496,880
|
|
|
19.15
|
|
|
|
|
|
|||
Exercised During the Year
|
|
(414,176
|
)
|
|
18.76
|
|
|
|
|
|
|||
Balance, July 2, 2017
|
|
1,927,247
|
|
|
$
|
19.55
|
|
|
|
|
|
||
Granted During the Year
|
|
416,210
|
|
|
20.47
|
|
|
|
|
|
|||
Exercised During the Year
|
|
(184,530
|
)
|
|
20.44
|
|
|
|
|
|
|||
Balance, July 1, 2018
|
|
2,158,927
|
|
|
$
|
19.64
|
|
|
6.90
|
|
$
|
—
|
|
Exercisable, July 1, 2018
|
|
743,847
|
|
|
$
|
19.37
|
|
|
4.65
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Deferred Stock / RSU
|
|
Restricted Stock
|
|
Stock Options
|
|
Performance Shares
|
||||||||||||||||||||
|
|
Shares
|
|
Wtd. Avg.
Grant Date
Fair Value
|
|
Shares
|
|
Wtd. Avg.
Grant Date
Fair Value
|
|
Shares
|
|
Wtd. Avg.
Grant Date
Fair Value
|
|
Shares
|
|
Wtd. Avg.
Grant Date
Fair Value
|
||||||||||||
Nonvested shares/units,
July 2, 2017
|
|
105,974
|
|
|
$
|
19.32
|
|
|
699,635
|
|
|
$
|
19.47
|
|
|
1,556,040
|
|
|
$
|
3.79
|
|
|
220,381
|
|
|
$
|
19.48
|
|
Granted
|
|
13,476
|
|
|
20.39
|
|
|
148,930
|
|
|
20.52
|
|
|
416,210
|
|
|
4.64
|
|
|
—
|
|
|
21.19
|
|
||||
Cancelled
|
|
(3,989
|
)
|
|
20.47
|
|
|
(11,940
|
)
|
|
19.51
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Vested
|
|
(36,640
|
)
|
|
19.15
|
|
|
(141,370
|
)
|
|
18.83
|
|
|
(557,170
|
)
|
|
3.81
|
|
|
(113,941
|
)
|
|
19.29
|
|
||||
Nonvested shares/units,
July 1, 2018
|
|
78,821
|
|
|
$
|
19.52
|
|
|
695,255
|
|
|
$
|
19.87
|
|
|
1,415,080
|
|
|
$
|
4.03
|
|
|
106,440
|
|
|
$
|
19.90
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Stock Options:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
2,060
|
|
|
$
|
1,862
|
|
|
$
|
1,763
|
|
Tax benefit
|
|
(576
|
)
|
|
(698
|
)
|
|
(661
|
)
|
|||
Stock option expense, net of tax
|
|
$
|
1,484
|
|
|
$
|
1,164
|
|
|
$
|
1,102
|
|
Restricted Stock:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
3,302
|
|
|
$
|
3,291
|
|
|
$
|
2,750
|
|
Tax benefit
|
|
(924
|
)
|
|
(1,234
|
)
|
|
(1,031
|
)
|
|||
Restricted stock expense, net of tax
|
|
$
|
2,378
|
|
|
$
|
2,057
|
|
|
$
|
1,719
|
|
Deferred Stock:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
1,046
|
|
|
$
|
585
|
|
|
$
|
102
|
|
Tax benefit
|
|
(292
|
)
|
|
(220
|
)
|
|
(38
|
)
|
|||
Deferred stock expense, net of tax
|
|
$
|
754
|
|
|
$
|
365
|
|
|
$
|
64
|
|
Performance Shares:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
267
|
|
|
$
|
(815
|
)
|
|
$
|
494
|
|
Tax expense (benefit)
|
|
(75
|
)
|
|
306
|
|
|
(185
|
)
|
|||
Performance Share expense, net of tax
|
|
$
|
192
|
|
|
$
|
(509
|
)
|
|
$
|
309
|
|
Total Stock-Based Compensation:
|
|
|
|
|
|
|
||||||
Pretax compensation expense
|
|
$
|
6,675
|
|
|
$
|
4,923
|
|
|
$
|
5,109
|
|
Tax benefit
|
|
(1,867
|
)
|
|
(1,846
|
)
|
|
(1,915
|
)
|
|||
Total stock-based compensation, net of tax
|
|
$
|
4,808
|
|
|
$
|
3,077
|
|
|
$
|
3,194
|
|
|
|
|
|
|
|
Contract
|
|
Notional Amount
|
|||||
|
|
|
|
July 1, 2018
|
|
July 2, 2017
|
|
Interest Rate:
|
|
|
|
|
|
|
|
LIBOR Interest Rate (U.S. Dollars)
|
|
Fixed
|
|
110,000
|
|
95,000
|
|
Foreign Currency:
|
|
|
|
|
|
|
|
Australian Dollar
|
|
Sell
|
|
35,833
|
|
39,196
|
|
Brazilian Real
|
|
Buy
|
|
28,822
|
|
28,137
|
|
Canadian Dollar
|
|
Sell
|
14,430
|
|
14,725
|
|
|
Chinese Renminbi
|
|
Buy
|
|
62,209
|
|
74,950
|
|
Euro
|
|
Sell
|
|
32,592
|
|
31,240
|
|
Japanese Yen
|
|
Buy
|
|
587,500
|
|
570,000
|
|
Commodity:
|
|
|
|
|
|
|
|
Natural Gas (Therms)
|
|
Buy
|
|
10,553
|
|
11,307
|
|
Balance Sheet Location
|
|
Asset (Liability) Fair Value
|
||||||
|
|
July 1, 2018
|
|
July 2, 2017
|
||||
Interest rate contracts:
|
|
|
|
|
||||
Other Current Assets
|
|
161
|
|
|
—
|
|
||
Other Long-Term Assets, Net
|
|
$
|
3,844
|
|
|
$
|
1,852
|
|
Accrued Liabilities
|
|
—
|
|
|
(23
|
)
|
||
Other Long-Term Liabilities
|
|
—
|
|
|
(39
|
)
|
||
Foreign currency contracts:
|
|
|
|
|
||||
Other Current Assets
|
|
3,881
|
|
|
157
|
|
||
Other Long-Term Assets, Net
|
|
31
|
|
|
31
|
|
||
Accrued Liabilities
|
|
(195
|
)
|
|
(3,050
|
)
|
||
Other Long-Term Liabilities
|
|
—
|
|
|
(68
|
)
|
||
Commodity contracts:
|
|
|
|
|
||||
Other Current Assets
|
|
16
|
|
|
40
|
|
||
Other Long-Term Assets, Net
|
|
5
|
|
|
1
|
|
||
Accrued Liabilities
|
|
(7
|
)
|
|
(22
|
)
|
||
Other Long-Term Liabilities
|
|
(29
|
)
|
|
(11
|
)
|
||
|
|
$
|
7,707
|
|
|
$
|
(1,132
|
)
|
|
|
|
|
|
|
|
|
Twelve months ended July 1, 2018
|
||||||||||||
|
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)
|
|
Classification of Gain (Loss)
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
|
Recognized in Earnings (Ineffective Portion)
|
||||||
Interest rate contracts
|
|
$
|
1,921
|
|
|
Net Sales
|
|
$
|
251
|
|
|
$
|
—
|
|
Foreign currency contracts – sell
|
|
2,925
|
|
|
Net Sales
|
|
(4,116
|
)
|
|
—
|
|
|||
Foreign currency contracts – buy
|
|
1,731
|
|
|
Cost of Goods Sold
|
|
(679
|
)
|
|
—
|
|
|||
Commodity contracts
|
|
(17
|
)
|
|
Cost of Goods Sold
|
|
(96
|
)
|
|
—
|
|
|||
|
|
$
|
6,560
|
|
|
|
|
$
|
(4,640
|
)
|
|
$
|
—
|
|
|
|
Twelve months ended July 2, 2017
|
||||||||||||
|
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)
|
|
Classification of Gain (Loss)
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
|
Recognized in Earnings (Ineffective Portion)
|
||||||
Interest rate contracts
|
|
$
|
1,973
|
|
|
Net Sales
|
|
$
|
(743
|
)
|
|
$
|
—
|
|
Foreign currency contracts – sell
|
|
(887
|
)
|
|
Net Sales
|
|
1,785
|
|
|
—
|
|
|||
Foreign currency contracts – buy
|
|
297
|
|
|
Cost of Goods Sold
|
|
(2,142
|
)
|
|
—
|
|
|||
Commodity contracts
|
|
93
|
|
|
Cost of Goods Sold
|
|
(258
|
)
|
|
—
|
|
|||
|
|
$
|
1,476
|
|
|
|
|
$
|
(1,358
|
)
|
|
$
|
—
|
|
|
|
Twelve months ended July 3, 2016
|
||||||||||||
|
|
Amount of Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives, Net of Taxes (Effective Portion)
|
|
Classification of Gain (Loss)
|
|
Amount of Gain (Loss) Reclassified from AOCI into Income (Effective Portion)
|
|
Recognized in Earnings (Ineffective Portion)
|
||||||
Interest rate contracts
|
|
$
|
(213
|
)
|
|
Net Sales
|
|
$
|
(1,113
|
)
|
|
$
|
—
|
|
Foreign currency contracts – sell
|
|
(2,187
|
)
|
|
Net Sales
|
|
5,554
|
|
|
—
|
|
|||
Foreign currency contracts – buy
|
|
(664
|
)
|
|
Cost of Goods Sold
|
|
2,030
|
|
|
—
|
|
|||
Commodity contracts
|
|
300
|
|
|
Cost of Goods Sold
|
|
(901
|
)
|
|
—
|
|
|||
|
|
$
|
(2,764
|
)
|
|
|
|
$
|
5,570
|
|
|
$
|
—
|
|
|
|
|
|
|
|
Hedge
|
|
In Thousands
|
|
|
|
|
||||||||||||
|
|
Notional
Value
|
|
Contract
Value
|
|
Fair Value
|
|
(Gain) Loss
at Fair Value
|
|
Conversion
Currency
|
|
Latest
Expiration Date
|
||||||
Currency
|
|
Contract
|
|
|||||||||||||||
Australian Dollar
|
|
Sell
|
|
35,833
|
|
|
27,880
|
|
|
26,558
|
|
|
(1,322
|
)
|
|
U.S.
|
|
May 2019
|
Brazilian Real
|
|
Buy
|
|
28,822
|
|
|
6,682
|
|
|
7,571
|
|
|
(889
|
)
|
|
U.S.
|
|
March 2019
|
Canadian Dollar
|
|
Sell
|
|
14,430
|
|
|
11,393
|
|
|
11,020
|
|
|
(373
|
)
|
|
U.S.
|
|
August 2019
|
Chinese Renminbi
|
|
Buy
|
|
62,209
|
|
|
9,234
|
|
|
9,324
|
|
|
(90
|
)
|
|
U.S.
|
|
June 2019
|
Euro
|
|
Sell
|
|
32,592
|
|
|
39,648
|
|
|
38,603
|
|
|
(1,045
|
)
|
|
U.S.
|
|
July 2019
|
Japanese Yen
|
|
Buy
|
|
587,500
|
|
|
5,316
|
|
|
5,324
|
|
|
—
|
|
|
U.S.
|
|
November 2018
|
Hedge
|
|
In Thousands
|
|
|
|
|
||||||||||||
|
|
Notional
Value
|
|
Contract
Value
|
|
Fair Value
|
|
(Gain) Loss
at Fair Value
|
|
Conversion
Currency
|
|
Latest
Expiration Date
|
||||||
Currency
|
|
Contract
|
|
|||||||||||||||
Australian Dollar
|
|
Sell
|
|
39,196
|
|
|
29,360
|
|
|
30,081
|
|
|
721
|
|
|
U.S.
|
|
August 2018
|
Brazilian Real
|
|
Buy
|
|
28,137
|
|
|
9,140
|
|
|
8,799
|
|
|
341
|
|
|
U.S.
|
|
June 2018
|
Canadian Dollar
|
|
Sell
|
|
14,725
|
|
|
11,044
|
|
|
11,386
|
|
|
342
|
|
|
U.S.
|
|
May 2018
|
Chinese Renminbi
|
|
Buy
|
|
74,950
|
|
|
10,916
|
|
|
10,894
|
|
|
22
|
|
|
U.S.
|
|
September 2018
|
Euro
|
|
Sell
|
|
31,240
|
|
|
34,801
|
|
|
36,119
|
|
|
1,318
|
|
|
U.S.
|
|
August 2018
|
Japanese Yen
|
|
Buy
|
|
570,000
|
|
|
5,271
|
|
|
5,085
|
|
|
186
|
|
|
U.S.
|
|
May 2018
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement
Benefits
|
||||||||||||
Actuarial Assumptions:
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Discounted Rate Used to Determine Present Value of Projected Benefit Obligation
|
|
4.30
|
%
|
|
4.00
|
%
|
|
4.25
|
%
|
|
3.85
|
%
|
||||
Weighted Average Expected Long-Term Rate of Return on Plan Assets
|
|
7.00
|
%
|
|
7.10
|
%
|
|
n/a
|
|
|
n/a
|
|
||||
Change in Benefit Obligations:
|
|
|
|
|
|
|
|
|
||||||||
Projected Benefit Obligation at Beginning of Year
|
|
$
|
1,116,705
|
|
|
$
|
1,196,925
|
|
|
$
|
66,693
|
|
|
$
|
70,494
|
|
Service Cost
|
|
2,402
|
|
|
6,757
|
|
|
135
|
|
|
191
|
|
||||
Interest Cost
|
|
43,068
|
|
|
43,357
|
|
|
2,372
|
|
|
2,382
|
|
||||
Plan Settlements
|
|
(101,553
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Plan Participant Contributions
|
|
—
|
|
|
—
|
|
|
2,346
|
|
|
1,918
|
|
||||
Actuarial (Gain) Loss
|
|
(27,541
|
)
|
|
(55,237
|
)
|
|
(146
|
)
|
|
5,681
|
|
||||
Benefits Paid
|
|
(74,071
|
)
|
|
(75,097
|
)
|
|
(12,599
|
)
|
|
(13,973
|
)
|
||||
Projected Benefit Obligation at End of Year
|
|
$
|
959,010
|
|
|
$
|
1,116,705
|
|
|
$
|
58,801
|
|
|
$
|
66,693
|
|
Change in Plan Assets:
|
|
|
|
|
|
|
|
|
||||||||
Fair Value of Plan Assets at Beginning of Year
|
|
$
|
870,606
|
|
|
$
|
883,585
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual Return on Plan Assets
|
|
36,914
|
|
|
58,837
|
|
|
—
|
|
|
—
|
|
||||
Plan Participant Contributions
|
|
—
|
|
|
—
|
|
|
2,346
|
|
|
1,918
|
|
||||
Employer Contributions
|
|
33,748
|
|
|
3,281
|
|
|
10,253
|
|
|
12,055
|
|
||||
Benefits Paid
|
|
(74,071
|
)
|
|
(75,097
|
)
|
|
(12,599
|
)
|
|
(13,973
|
)
|
||||
Plan Settlements
|
|
(101,553
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair Value of Plan Assets at End of Year
|
|
$
|
765,644
|
|
|
$
|
870,606
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Funded Status:
|
|
|
|
|
|
|
|
|
||||||||
Plan Assets (Less Than) in Excess of Projected Benefit Obligation
|
|
$
|
(193,366
|
)
|
|
$
|
(246,099
|
)
|
|
$
|
(58,801
|
)
|
|
$
|
(66,693
|
)
|
Amounts Recognized on the Balance Sheets:
|
|
|
|
|
|
|
|
|
||||||||
Accrued Pension Cost
|
|
$
|
(189,872
|
)
|
|
$
|
(242,908
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued Wages and Salaries
|
|
(3,494
|
)
|
|
(3,191
|
)
|
|
—
|
|
|
—
|
|
||||
Accrued Postretirement Health Care Obligation
|
|
—
|
|
|
—
|
|
|
(30,186
|
)
|
|
(35,132
|
)
|
||||
Accrued Liabilities
|
|
—
|
|
|
—
|
|
|
(8,418
|
)
|
|
(9,755
|
)
|
||||
Accrued Employee Benefits
|
|
—
|
|
|
—
|
|
|
(20,196
|
)
|
|
(21,806
|
)
|
||||
Net Amount Recognized at End of Year
|
|
$
|
(193,366
|
)
|
|
$
|
(246,099
|
)
|
|
$
|
(58,800
|
)
|
|
$
|
(66,693
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Income (Loss), Net of Tax:
|
|
|
|
|
|
|
|
|
||||||||
Net Actuarial Loss
|
|
$
|
(218,066
|
)
|
|
$
|
(261,835
|
)
|
|
$
|
(11,815
|
)
|
|
$
|
(14,197
|
)
|
Prior Service Credit (Cost)
|
|
(125
|
)
|
|
(223
|
)
|
|
433
|
|
|
1,306
|
|
||||
Net Amount Recognized at End of Year
|
|
$
|
(218,191
|
)
|
|
$
|
(262,058
|
)
|
|
$
|
(11,382
|
)
|
|
$
|
(12,891
|
)
|
|
|
|
|
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Components of Net Periodic (Income) Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service Cost-Benefits Earned During the Year
|
|
$
|
2,402
|
|
|
$
|
6,757
|
|
|
$
|
3,532
|
|
|
$
|
135
|
|
|
$
|
191
|
|
|
$
|
262
|
|
Interest Cost on Projected Benefit Obligation
|
|
43,068
|
|
|
43,357
|
|
|
52,110
|
|
|
2,372
|
|
|
2,382
|
|
|
3,170
|
|
||||||
Expected Return on Plan Assets
|
|
(61,912
|
)
|
|
(64,427
|
)
|
|
(71,202
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior Service Cost (Credit)
|
|
179
|
|
|
180
|
|
|
180
|
|
|
(1,434
|
)
|
|
(2,654
|
)
|
|
(2,659
|
)
|
||||||
Actuarial Loss
|
|
15,332
|
|
|
16,957
|
|
|
13,007
|
|
|
3,453
|
|
|
2,796
|
|
|
3,234
|
|
||||||
Plan Settlements
|
|
41,157
|
|
|
—
|
|
|
20,245
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net Periodic Expense (Income)
|
|
$
|
40,226
|
|
|
$
|
2,824
|
|
|
$
|
17,872
|
|
|
$
|
4,526
|
|
|
$
|
2,715
|
|
|
$
|
4,007
|
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
Discount Rate
|
|
4.00%
|
|
3.75%
|
|
4.55%
|
|
3.85%
|
|
3.60%
|
|
4.20%
|
Expected Return on Plan Assets
|
|
7.10%
|
|
7.25%
|
|
7.50%
|
|
n/a
|
|
n/a
|
|
n/a
|
Compensation Increase Rate
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|
Pension
Plans
|
|
Other
Postretirement
Plans
|
||||
Prior Service Cost (Credit)
|
|
$
|
179
|
|
|
$
|
(729
|
)
|
Net Actuarial Loss
|
|
11,705
|
|
|
3,222
|
|
|
|
|
|
|
|
|
|
|
|
Plan Assets at Year-end
|
||
Asset Category
|
|
Target %
|
|
2018
|
|
2017
|
Domestic Equities
|
|
22%-30%
|
|
24%
|
|
23%
|
International Equities
|
|
15%-20%
|
|
16%
|
|
16%
|
Alternatives
|
|
0%-10%
|
|
7%
|
|
8%
|
Fixed Income
|
|
49%-53%
|
|
51%
|
|
50%
|
Cash Equivalents
|
|
0%-2%
|
|
2%
|
|
3%
|
|
|
|
|
100%
|
|
100%
|
|
|
|
|
|
|
|
|
|
|
July 1, 2018
|
||||||||||||||
Category
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Short-Term Investments:
|
|
|
|
$
|
17,061
|
|
|
$
|
17,061
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed Income Securities:
|
|
|
|
394,188
|
|
|
—
|
|
|
394,188
|
|
|
—
|
|
||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. common stocks
|
|
|
|
183,030
|
|
|
183,030
|
|
|
—
|
|
|
—
|
|
||||
International mutual funds
|
|
|
|
118,674
|
|
|
118,674
|
|
|
—
|
|
|
—
|
|
||||
Other Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Venture capital funds
|
|
(A) (E)
|
|
26,078
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Debt funds
|
|
(B) (E)
|
|
2,778
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real estate funds
|
|
(C) (E)
|
|
1,166
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Private equity funds
|
|
(D) (E)
|
|
22,656
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair Value of Plan Assets at End of Year
|
|
|
|
$
|
765,631
|
|
|
$
|
318,765
|
|
|
$
|
394,188
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
July 2, 2017
|
||||||||||||||
Category
|
|
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Short-Term Investments:
|
|
|
|
$
|
25,563
|
|
|
$
|
25,563
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed Income Securities:
|
|
|
|
433,372
|
|
|
—
|
|
|
433,372
|
|
|
—
|
|
||||
Equity Securities:
|
|
|
|
|
|
|
|
|
|
|
||||||||
U.S. common stocks
|
|
|
|
204,736
|
|
|
204,736
|
|
|
—
|
|
|
—
|
|
||||
International mutual funds
|
|
|
|
141,565
|
|
|
141,565
|
|
|
—
|
|
|
—
|
|
||||
Other Investments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Venture capital funds
|
|
(A) (E)
|
|
31,060
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Debt funds
|
|
(B) (E)
|
|
5,469
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Real estate funds
|
|
(C) (E)
|
|
1,621
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Private equity funds
|
|
(D) (E)
|
|
27,220
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Fair Value of Plan Assets at End of Year
|
|
|
|
$
|
870,606
|
|
|
$
|
371,864
|
|
|
$
|
433,372
|
|
|
$
|
—
|
|
(A)
|
This category invests in a combination of public and private securities of companies in financial distress, spin-offs, or new projects focused on technology and manufacturing.
|
(B)
|
This fund primarily invests in the debt of various entities including corporations and governments in emerging markets, mezzanine financing, or entities that are undergoing, are considered likely to undergo or have undergone a reorganization.
|
(C)
|
This category invests primarily in real estate related investments, including real estate properties, securities of real estate companies and other companies with significant real estate assets as well as real estate related debt and equity securities.
|
(D)
|
Primarily represents investments in all sizes of mostly privately held operating companies in the following core industry sectors: healthcare, energy, financial services, technology-media-telecommunications and industrial and consumer.
|
(E)
|
Certain investments that are measured at fair value using the net asset value per share (or its equivalent) practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position.
|
|
|
Pension Benefits
|
|
Other Postretirement Benefits
|
||||||||||||
Year Ending
|
|
Qualified
|
|
Non-Qualified
|
|
Retiree
Medical
|
|
Retiree Life
|
||||||||
2019
|
|
$
|
63,219
|
|
|
$
|
3,494
|
|
|
$
|
6,987
|
|
|
$
|
1,431
|
|
2020
|
|
63,304
|
|
|
3,533
|
|
|
5,810
|
|
|
1,436
|
|
||||
2021
|
|
63,329
|
|
|
3,569
|
|
|
4,680
|
|
|
1,441
|
|
||||
2022
|
|
63,220
|
|
|
3,651
|
|
|
4,040
|
|
|
1,442
|
|
||||
2023
|
|
62,527
|
|
|
3,685
|
|
|
3,460
|
|
|
1,440
|
|
||||
2024-2028
|
|
299,723
|
|
|
18,591
|
|
|
9,514
|
|
|
7,069
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
Quarterly Financial Data, Dividend and Market Information (Unaudited)
|
||
|
|
|
|
|
In Thousands
|
||||||||||
Quarter Ended
|
|
Net Sales
|
|
Gross Profit
|
|
Net Income (Loss)
|
||||||
Fiscal 2018
|
|
|
|
|
|
|
||||||
September (1)
|
|
$
|
329,094
|
|
|
$
|
66,265
|
|
|
$
|
(15,038
|
)
|
December (2)
|
|
446,436
|
|
|
92,866
|
|
|
(16,344
|
)
|
|||
March (3)
|
|
604,069
|
|
|
130,273
|
|
|
31,888
|
|
|||
June (4)
|
|
501,694
|
|
|
108,677
|
|
|
(11,825
|
)
|
|||
Total (5)
|
|
$
|
1,881,294
|
|
|
$
|
398,082
|
|
|
$
|
(11,320
|
)
|
Fiscal 2017
|
|
|
|
|
|
|
||||||
September
|
|
$
|
286,797
|
|
|
$
|
52,521
|
|
|
$
|
(14,148
|
)
|
December
|
|
428,236
|
|
|
95,406
|
|
|
15,251
|
|
|||
March
|
|
596,965
|
|
|
134,771
|
|
|
35,819
|
|
|||
June
|
|
474,105
|
|
|
101,130
|
|
|
19,727
|
|
|||
Total (5)
|
|
$
|
1,786,103
|
|
|
$
|
383,828
|
|
|
$
|
56,649
|
|
|
|
Per Share of Common Stock
|
||||||||||||||
|
|
|
|
|
|
Market Price Range on
New York Stock Exchange
|
||||||||||
Quarter Ended
|
|
Net Income
(Loss)
|
|
Dividends
Declared
|
|
High
|
|
Low
|
||||||||
Fiscal 2018
|
|
|
|
|
|
|
|
|
||||||||
September (1)
|
|
$
|
(0.36
|
)
|
|
$
|
0.14
|
|
|
$
|
24.36
|
|
|
$
|
20.12
|
|
December (2)
|
|
(0.39
|
)
|
|
0.14
|
|
|
25.72
|
|
|
22.98
|
|
||||
March (3)
|
|
0.74
|
|
|
0.14
|
|
|
27.19
|
|
|
20.97
|
|
||||
June (4)
|
|
(0.29
|
)
|
|
0.14
|
|
|
21.15
|
|
|
17.38
|
|
||||
Total (5)
|
|
$
|
(0.28
|
)
|
|
$
|
0.56
|
|
|
|
|
|
||||
Fiscal 2017
|
|
|
|
|
|
|
|
|
||||||||
September
|
|
$
|
(0.34
|
)
|
|
$
|
0.14
|
|
|
$
|
23.39
|
|
|
$
|
17.98
|
|
December
|
|
0.35
|
|
|
0.14
|
|
|
23.21
|
|
|
17.90
|
|
||||
March
|
|
0.83
|
|
|
0.14
|
|
|
23.73
|
|
|
20.39
|
|
||||
June
|
|
0.46
|
|
|
0.14
|
|
|
25.92
|
|
|
20.76
|
|
||||
Total (5)
|
|
$
|
1.30
|
|
|
$
|
0.56
|
|
|
|
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
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
2018
Annual Meeting of Shareholders, in Section I. Shareholder Votes under the caption “Item 1: Election of Directors” and in Section II. Corporate Governance under the caption “General Information About Incumbent 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
2018
Annual Meeting of Shareholders, in Section IV. Other Matters 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
2018
Annual Meeting of Shareholders, in Section II. Corporate Governance under the caption “Other Corporate Governance Matters – Board Committees – 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
2018
Annual Meeting of Shareholders, in Section II. Corporate Governance under the caption “Other Corporate Governance Matters – Board Committees – 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 Integrity Manual, which is applicable to all directors, officers and employees and 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 Integrity Manual is available on the Company’s corporate website at www.basco.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
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
1.
|
Financial Statements
|
2.
|
Financial Statement Schedules
|
Reserve for
Doubtful Accounts
Receivable
|
|
Balance
Beginning
of Year
|
|
Additions
Charged
to Earnings
|
|
Charges to
Reserve, Net
|
|
Balance
End of
Year
|
2018
|
|
$2,645,000
|
|
$800,000
|
|
$(837,000)
|
|
$2,608,000
|
2017
|
|
2,806,000
|
|
509,000
|
|
(670,000)
|
|
2,645,000
|
2016
|
|
3,463,000
|
|
1,293,000
|
|
(1,950,000)
|
|
2,806,000
|
Deferred Tax
Assets Valuation
Allowance
|
|
Balance
Beginning
of Year
|
|
Allowance
Established for
Net Operating
and Other Loss
Carryforwards
|
|
Allowance
Reversed for
Loss Carryforwards
Utilized and
Other Adjustments
|
|
Balance
End of
Year
|
2018
|
|
$23,461,000
|
|
$5,678,000
|
|
$(602,000)
|
|
$28,537,000
|
2017
|
|
19,371,000
|
|
4,450,000
|
|
(360,000)
|
|
23,461,000
|
2016
|
|
17,198,000
|
|
3,257,000
|
|
(1,084,000)
|
|
19,371,000
|
3.
|
Exhibits
|
No.
|
|
Document Description
|
3.1
|
|
|
|
|
(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.)
|
|
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3.1(a)
|
|
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|
|
(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
|
|
|
|
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(Filed as Exhibit 3.2 to the Company’s Report on Form 10-K for fiscal year ended July 3, 2016 and incorporated by reference herein.)
|
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4.1
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|
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(Filed as Exhibit 4.1 to the Company’s Report on Form 8-K/A, dated December 15, 2010 and incorporated by reference herein.)
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4.2
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|
|
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(Filed as Exhibit 4.2 to the Company’s Report on Form 8-K/A, dated December 15, 2010 and incorporated by reference herein.)
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10.1*
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|
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(Filed as Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarter ended April 1, 2012 and incorporated by reference herein.)
|
|
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|
10.1(a)*
|
|
|
|
|
(Filed as Exhibit 10.2 to the Company's Report on Form 8-K dated December 14, 2012 and incorporated by reference herein.)
|
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|
10.2*
|
|
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|
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(Filed as Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarter ended March 27, 2016 and incorporated by reference herein.)
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|
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|
10.3*
|
|
|
|
|
(Filed as Exhibit 10.2 to the Company’s Report on Form 8-K dated December 8, 2008 and incorporated by reference herein.)
|
|
|
|
10.3(a)*
|
|
|
|
|
(Filed as Exhibit 10.3 to the Company’s Report on Form 10-K for fiscal year ended June 28, 2009 and incorporated by reference herein.)
|
|
|
|
10.3(b)*
|
|
|
|
(Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated October 14, 2009 and incorporated by reference herein.)
|
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|
|
10.4*
|
|
|
|
|
(Filed as Exhibit 10.5 (a) to the Company’s Report on Form 10-K for fiscal year ended July 2, 1995 and incorporated by reference herein.)
|
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|
10.4(a)*
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|
|
|
|
(Filed as Exhibit 10.5 (b) to the Company’s Report on Form 10-K for fiscal year ended July 2, 1995 and incorporated by reference herein.)
|
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|
10.4(b)*
|
|
|
|
|
(Filed as Exhibit 10.4(b) to the Company’s Report on Form 10-K for fiscal year ended July 3, 2011 and incorporated by reference herein.)
|
|
|
|
10.5*
|
|
|
|
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(Filed as Exhibit B to the Company’s 2014 Annual Meeting Proxy Statement and incorporated by reference herein.)
|
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10.5(a)*
|
|
|
|
|
(Filed as Exhibit 10.5(a) to the Company’s Report on Form 10-K for fiscal year ended July 3, 2016 and incorporated by reference herein.)
|
|
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|
10.5(a)(1)*
|
|
|
|
|
(Filed Exhibit 10.5(a)(1) to the Company’s Report on Form 10-K for fiscal year ended July 2, 2017 and incorporated by reference herein.)
|
|
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|
10.5(a)(2)*
|
|
|
|
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(Filed as Exhibit 10.2 to the Company’s Report on Form 10-Q for the quarter ended September 28, 2014 and incorporated by reference herein.)
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10.5(b)*
|
|
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|
|
(Filed as Exhibit 10.3 to the Company’s Report on Form 10-Q for the quarter ended September 28, 2014 and incorporated by reference herein.)
|
|
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10.5(c)*
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|
|
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(Filed as Exhibit 10.4 to the Company’s Report on Form 10-Q for the quarter ended September 28, 2014 and incorporated by reference herein.)
|
|
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|
10.5(d)*
|
|
|
|
|
(Filed as Exhibit 10.5 to the Company’s Report on Form 10-Q for the quarter ended September 28, 2014 and incorporated by reference herein.)
|
|
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10.5(e)*
|
|
|
|
|
(Filed herewith.)
|
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|
10.5(f)*
|
|
|
|
|
(Filed as Exhibit 10.5(f) to the Company’s Report on Form 10-K for fiscal year ended July 3, 2016 and incorporated by reference herein.)
|
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|
|
10.5(g)*
|
|
|
|
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(Filed as Exhibit 10.5(g) to the Company’s Report on Form 10-K for fiscal year ended July 3, 2016 and incorporated by reference herein.)
|
|
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|
10.5(h)*
|
|
|
|
|
(Filed as Exhibit 10.5(h) to the Company’s Report on Form 10-K for fiscal year ended July 3, 2016 and incorporated by reference herein.)
|
|
|
|
10.5(i)*
|
|
|
|
|
(Filed as Exhibit 10.5(i) to the Company’s Report on Form 10-K for fiscal year ended July 3, 2016 and incorporated by reference herein.)
|
|
|
|
10.5(j)*
|
|
|
|
|
(Filed as Exhibit 10.5(j) to the Company’s Report on Form 10-K for fiscal year ended July 3, 2016 and incorporated by reference herein.)
|
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|
10.6*
|
|
|
|
|
(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.)
|
|
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10.6(a)*
|
|
|
|
|
(Filed as Exhibit 10.6 (d) to the Company’s Report on Form 10-K for year ended June 28, 2009 and incorporated by reference herein.)
|
|
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10.6(b)*
|
|
|
|
|
(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.)
|
|
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|
10.6(c)*
|
|
|
|
|
(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.)
|
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10.6(d)*
|
|
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|
|
(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.)
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10.7*
|
|
|
|
|
(Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated December 8, 2008, and incorporated by reference herein.)
|
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10.8*
|
|
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(Filed as Exhibit 10.1 to the Company’s Report on Form 10-Q for the quarter ended January 1, 2017 and incorporated by reference herein.)
|
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10.9*
|
|
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|
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(Filed as Exhibit 10.9 to the Company’s Report on Form 10-K for fiscal year ended July 3, 2016 and incorporated by reference herein.)
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10.10*
|
|
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(Filed herewith.)
|
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10.11*
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(Filed as Exhibit 10.17 to the Company’s Report on Form 10-K for fiscal year ended June 27, 1999 and incorporated by reference herein.)
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10.11(a)*
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|
(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.)
|
|
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10.11(b)*
|
|
|
|
(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.)
|
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10.12*
|
|
|
|
|
(Filed as Exhibit 10.15 to the Company’s Report on Form 10-K for fiscal year ended June 30, 2013 and incorporated by reference herein.)
|
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10.13*
|
|
|
|
|
(Filed as Exhibit 10.19 to the Company’s Report on Form 10-K for fiscal year ended June 27, 1999 and incorporated by reference herein.)
|
|
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10.14*
|
|
|
|
|
(Filed as Exhibit 10.18 to the Company’s Report on Form 10-K for fiscal year ended June 30, 2002 and incorporated by reference herein.)
|
|
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10.14(a)*
|
|
|
|
|
(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.)
|
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10.15
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|
|
|
|
(Filed as Exhibit 10.1 to the Company’s Report on Form 8-K dated February 24, 2010 and incorporated by reference herein.)
|
|
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|
10.16*
|
|
|
|
|
(Filed as Exhibit 10.10 to the Company’s Report on Form 8-K, dated October 25, 2017 and incorporated by reference herein.)
|
|
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10.17
|
|
|
|
|
(Filed as Exhibit 10.1 to the Company’s Report on Form 10-Q for the quarter ended March 27, 2016 and incorporated by reference herein.)
|
|
|
|
10.18*
|
|
|
|
|
(Filed as Exhibit B to the Company’s 2017 Annual Meeting Proxy Statement and incorporated by reference herein.)
|
|
|
|
10.19*
|
|
|
|
|
(Filed as Exhibit 10.2 to the Company’s Report on Form 8-K, dated October 25, 2017 and incorporated by reference herein.)
|
|
|
|
10.20*
|
|
|
|
|
(Filed as Exhibit 10.3 to the Company’s Report on Form 8-K, dated October 25, 2017 and incorporated by reference herein.)
|
|
|
|
10.21*
|
|
|
|
|
(Filed as Exhibit 10.4 to the Company’s Report on Form 8-K, dated October 25, 2017 and incorporated by reference herein.)
|
|
|
|
10.22*
|
|
|
|
|
(Filed as Exhibit 10.5 to the Company’s Report on Form 8-K, dated October 25, 2017 and incorporated by reference herein.)
|
|
|
|
|
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|
10.23*
|
|
|
|
|
(Filed as Exhibit 10.6 to the Company’s Report on Form 8-K, dated October 25, 2017 and incorporated by reference herein.)
|
|
|
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10.24*
|
|
|
|
|
(Filed as Exhibit 10.7 to the Company’s Report on Form 8-K, dated October 25, 2017 and incorporated by reference herein.)
|
|
|
|
10.25*
|
|
|
|
|
(Filed as Exhibit 10.8 to the Company’s Report on Form 8-K, dated October 25, 2017 and incorporated by reference herein.)
|
|
|
|
10.26*
|
|
|
|
|
(Filed as Exhibit 10.9 to the Company’s Report on Form 8-K, dated October 25, 2017 and incorporated by reference herein.)
|
|
|
|
10.27*
|
|
|
|
|
(Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 6, 2013 and incorporated herein by reference.)
|
|
|
|
10.27(a)*
|
|
|
|
|
(Filed as Exhibit 10.16(a) to the Company’s Report on Form 10-K for fiscal year ended June 28, 2015 and incorporated herein by reference)
|
|
|
|
10.27(b)*
|
|
|
|
|
(Filed as Exhibit 10.3 to the Company’s Report on Form 10-Q for the quarter ended March 27, 2016 and incorporated herein by reference.)
|
|
|
|
10.27(c)*
|
|
|
|
|
(Filed as Exhibit 10.16(c) to the Company’s Report on Form 10-K for fiscal year ended July 3, 2016 and incorporated by reference herein.)
|
|
|
|
12
|
|
|
|
|
(Filed herewith.)
|
|
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21
|
|
|
|
|
(Filed herewith.)
|
|
|
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23.1
|
|
|
|
|
(Filed herewith.)
|
|
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31.1
|
|
|
|
|
(Filed herewith.)
|
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31.2
|
|
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|
|
(Filed herewith.)
|
|
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32.1
|
|
|
|
|
(Furnished herewith.)
|
|
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32.2
|
|
|
|
|
(Furnished herewith.)
|
|
|
|
101
|
|
The following financial information from the Company’s Annual Report on Form 10-K for the fiscal year ended July 1, 2018, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets at July 1, 2018 and July 2, 2017; (ii) Consolidated Statements of Operations for the Fiscal Years Ended July 1, 2018, July 2, 2017, and July 3, 2016; (iii) the Consolidated Condensed Statements of Comprehensive Income (Loss) for the Fiscal Years Ended July 1, 2018, July 2, 2017, and July 3, 2016; (iv) Consolidated Statements of Shareholders’ Investment for the Fiscal Years Ended July 1, 2018, July 2, 2017, and July 3, 2016; (v) Consolidated Statements of Cash Flows for the Fiscal Years Ended July 1, 2018, July 2, 2017, and July 3, 2016; (vi) Notes to Consolidated Financial Statements; and (vii) Schedule II-Valuation and Qualifying Accounts.
|
|
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*
|
|
Management contracts and executive compensation plans and arrangements required to be filed as exhibits pursuant to Item 15(a)(3) of Form 10-K.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
|
|
|
|
|
|
BRIGGS & STRATTON CORPORATION
|
||
|
|
|
||
|
|
By
|
|
/s/ Mark A. Schwertfeger
|
|
|
|
|
Mark A. Schwertfeger
|
August 28, 2018
|
|
|
|
Senior Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
/s/ Todd J. Teske
|
|
|
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/s/ Patricia L. Kampling
|
Todd J. Teske
|
|
|
|
Patricia L. Kampling
|
Chairman, President and Chief Executive
|
|
|
|
Director
|
Officer and Director (Principal Executive Officer)
|
|
|
|
|
|
|
|
||
/s/ Mark A. Schwertfeger
|
|
|
|
/s/ Keith R. McLoughlin
|
Mark A. Schwertfeger
|
|
|
|
Keith R. McLoughlin
|
Senior Vice President and Chief Financial
|
|
|
|
Director
|
Officer (Principal Financial Officer and
|
|
|
|
|
Principal Accounting Officer)
|
|
|
|
|
|
|
|
||
/s/ Brian C. Walker
|
|
|
|
/s/ Frank M. Jaehnert
|
Brian C. Walker
|
|
|
|
Frank M. Jaehnert
|
Director
|
|
|
|
Director
|
|
|
|
||
/s/ Henrik C. Slipsager
|
|
|
|
/s/ Charles I. Story
|
Henrik C. Slipsager
|
|
|
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Charles I. Story
|
Director
|
|
|
|
Director
|
|
|
|
||
/s/ James E. Humphrey
|
|
|
|
/s/ Jeffrey R. Hennion
|
James E. Humphrey
|
|
|
|
Jeffrey R. Hennion
|
Director
|
|
|
|
Director
|
|
|
|
|
|
/s/ Sara A. Greenstein
|
|
|
|
|
Sara A. Greenstein
|
|
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|
|
Director
|
|
|
|
|
|
|
|
|
*Each signature affixed as of
|
|
|
|
|
August 28, 2018
|
Directors
|
|
|
|
|
|
SARA A. GREENSTEIN
|
|
Senior Vice President - Consumer Solutions at United States Steel Corporation, an integrated steel producer
|
|
|
|
JEFFREY R. HENNION
(2)(5)
|
|
Chief Executive Officer of JEGS Automotive, Inc., a US-based retailer of automotive supplies
|
|
|
|
JAMES E. HUMPHREY
(2)(5)
|
|
Retired Chairman of Andersen Corporation, a window and door manufacturer
|
|
|
|
FRANK M. JAEHNERT
(1)(4)
|
|
Retired President and Chief Executive Officer of Brady Corporation, a provider of identification solutions
|
|
|
|
PATRICIA L. KAMPLING
(1)(3)(4)
|
|
Chairman and Chief Executive Officer of Alliant Energy Corporation, a regulated investor-owned public utility holding company
|
|
|
|
KEITH R. McLOUGHLIN
(3)(5)
|
|
Interim Chief Executive Officer of Campbell Soup Company, a global food company
|
|
|
|
HENRIK C. SLIPSAGER
(1)(5)
|
|
Retired President and Chief Executive Officer of ABM Industries, Inc., a provider of integrated facility solutions
|
|
|
|
CHARLES I. STORY
(2)(3)(4)
|
|
President of ECS Group, Inc., an executive development company
|
|
|
|
TODD J. TESKE
(3)
|
|
Chairman, President and Chief Executive Officer of Briggs & Stratton Corporation
|
|
|
|
BRIAN C. WALKER
(2)(3)(4)
|
|
Retired President and Chief Executive Officer, Herman Miller, Inc., a global provider of office furniture and services
|
TODD J. TESKE
|
|
Chairman, President & Chief Executive Officer
|
|
|
|
HAROLD L. REDMAN
|
|
Senior Vice President & President – Turf & Consumer Products
|
|
|
|
WILLIAM H. REITMAN
|
|
Senior Vice President & President – Support
|
|
|
|
DAVID J. RODGERS
|
|
Senior Vice President & President – Engines & Power
|
|
|
|
MARK A. SCHWERTFEGER
|
|
Senior Vice President & Chief Financial Officer
|
|
|
|
KATHRYN M. BUONO
|
|
Vice President, General Counsel & Corporate Secretary
|
|
|
|
RANDALL R. CARPENTER
|
|
Vice President Corporate Marketing
|
|
|
|
DAVID G. DEBAETS
|
|
Vice President Operations – Engines & Power
|
|
|
|
ANDREA L. GOLVACH
|
|
Vice President & Treasurer
|
|
|
|
RACHELE M. LEHR
|
|
Vice President Human Resources
|
|
|
|
JEFFREY M. ZEILER
|
|
Vice President Product Innovation
|
Appointed Vice Presidents & Subsidiary/Group Officers
|
|
|
|
|
|
Corporate
|
|
|
|
|
|
JOHN R. GUY III
|
|
Vice President Support Operations
|
|
|
|
TODD H. MACKAY
|
|
Vice President Chief Information Officer
|
|
|
|
BRIAN R. OLSSON
|
|
Vice President Program Management
|
|
|
|
THOMAS H. RUGG
|
|
Vice President Corporate Development
|
|
|
|
TIMOTHY G. WILD
|
|
Vice President Supply Chain
|
|
|
|
Engines Group
|
|
|
|
|
|
RANDALL E. BALLARD
|
|
Vice President Sales – Consumer and Commercial Turf Engines & Power
|
|
|
|
JEFFREY W. COAD
|
|
Vice President Marketing & Product Management - Engines & Power
|
|
|
|
DAVID A. FRANK
|
|
Vice President Sales – Commercial Engines & Power
|
|
|
|
STEPHEN J. LAVENDER
|
|
Vice President Engineering – Engines & Power
|
|
|
|
Products Group
|
|
|
|
|
|
THOMAS M. BURKARD
|
|
Vice President Product Management - Commercial Turf & Lawn Care
|
|
|
|
BENJAMIN D. DUKE
|
|
Vice President & President – Job Site and Standby
|
|
|
|
DONALD W. KLENK
|
|
Vice President Operations – Turf & Consumer Products
|
|
|
|
ROBERT D. PJEVACH
|
|
Vice President Product Management – Turf & Consumer Products
|
|
|
|
JEREMY D. SANDERS
|
|
Vice President Sales - Turf & Consumer Products
|
EXCHANGE LISTING
Briggs & Stratton Corporation common stock is listed on the New York Stock Exchange (symbol:BGG).
|
|
AUDITORS
Deloitte & Touche LLP
555 E. Wells St. Suite 1400
Milwaukee, Wisconsin 53202
|
|
|
|
TRANSFER AGENT, REGISTRAR AND DIVIDEND DISBURSER
EQ Shareowner Services
1110 Centre Pointe Curve, Suite 101
Mendota Heights, MN 55120
|
|
CORPORATE OFFICES
12301 West Wirth Street
Wauwatosa, Wisconsin 53222
Telephone 414-259-5333
|
|
|
|
Inquiries concerning transfer requirements, lost certificates, dividend payments, changes of address and account status should be directed to EQ Shareowner Services at 1-800-468-9716.
|
|
MAILING ADDRESS
Briggs & Stratton Corporation
Post Office Box 702
Milwaukee, Wisconsin 53201
|
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