WINNEBAGO INDUSTRIES INC
For the period ended Feb 28, 2026. Filed Mar 25, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Feb 28, 2026 · Filed Mar 25, 2026
WGO$31.34-5.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-11-29; filed 2025-12-19.
0000107687-25-000047
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-02-28; filed 2026-03-25.
0001628280-26-021020
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 88 previous paragraphs and 110 current paragraphs.
66 unchanged; 16 reworded; 22 added; 5 removed; 1 previous and 6 current paragraphs rearranged.
Tables are not compared: 5 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (22)
Current report
On February 20, 2026, the United States Supreme Court issued a decision concluding that the International Emergency Economic Powers Act does not authorize the imposition of tariffs. The financial impact of this decision cannot be reasonably estimated at this time. Any potential recoveries of previously paid tariffs will depend on further legal interpretation and administrative procedures. We will continue to monitor developments and will assess the effect of the ruling on future reporting periods as additional information becomes available.
Current report
The loss on note repurchase recorded in the three months ended February 28, 2026 and March 1, 2025 is related to the repurchase of $100.0 million of our Senior Secured Notes in both periods. Refer to Note 8 in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for further information.
Current report
Net revenues decreased primarily due to a shift in product mix toward lower price-point models and lower unit volume, partially offset by selective price adjustments.
Current report
Net revenues increased primarily due to higher unit volume driven by new products, partially offset by product mix.
Current report
Net revenues decreased primarily due to lower unit volume and product mix, partially offset by selective price adjustments.
Current report
Operating income margin decreased primarily due to higher warranty expense and volume deleverage.
Current report
Results of Operations - Six Months Ended February 28, 2026 Compared to the Six Months Ended March 1, 2025
Current report
Consolidated Performance Summary
Current report
Net revenues increased primarily due to selective price adjustments, higher unit volume, and product mix.
Current report
Gross profit as a percentage of revenue was consistent with prior year as selective price adjustments were offset by higher input costs and slightly higher warranty expense.
Current report
The loss on note repurchase recorded in the six months ended February 28, 2026 and March 1, 2025 is related to the repurchase of $100.0 million of our Senior Secured Notes in both periods. Refer to Note 8 in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for further information.
Current report
Reportable Segment Performance Summary
Current report
Towable RV
Current report
The following is an analysis of key changes in our Towable RV segment for the six months ended February 28, 2026 compared to the six months ended March 1, 2025:
Current report
Operating income margin was consistent with prior year as selective price adjustments were largely offset by higher warranty expense.
Current report
Motorhome RV
Current report
The following is an analysis of key changes in our Motorhome RV segment for the six months ended February 28, 2026 compared to the six months ended March 1, 2025:
Current report
Net revenues increased primarily due to higher unit volume, product mix, and selective price adjustments.
Current report
Marine
Current report
The following is an analysis of key changes in our Marine segment for the six months ended February 28, 2026 compared to the six months ended March 1, 2025:
Current report
Net revenues decreased primarily due to lower unit volume and a shift in product mix toward lower price-point models, partially offset by selective price adjustments.
Current report
Operating income margin decreased primarily due to higher warranty expense and volume deleverage.
Removed paragraphs (5)
Previous report
Net revenues increased primarily due to higher unit volume and targeted price increases.
Previous report
(3) Percentages may not add due to rounding differences.
Previous report
(3) Percentages may not add due to rounding differences.
Previous report
Operating income margin increased primarily due to targeted price increases, lower discounts and allowances, and lower warranty expense.
Previous report
Net revenues increased primarily due to targeted price increases, partially offset by lower unit volume.
Reworded paragraphs (16)
Previous wording
Our business continues to be challenged by macroeconomic conditions impacting retail consumers and our dealers, such as inflation, elevated interest rates, and lower consumer confidence. These factors have contributed to lower consumer spending and reduced short-term demand for large discretionary products such as RVs and marine products. In response, our dealers continue to exercise caution when managing stocking levels. While market pressures have been observed across our portfolio, they have been most acute in our Winnebago motorhome business. As part of our transformation of this business, we have recently taken significant steps to lower field inventory, improve working capital, align our production schedule to market demand, and accelerate stronger product value for our consumers in the future.
Current wording
Our business continues to be challenged by macroeconomic conditions impacting retail consumers and our dealers, such as inflation, elevated interest rates, and lower consumer confidence. These factors have contributed to lower consumer spending and reduced short-term demand for large discretionary products such as RVs and marine products. In response, our dealers continue to exercise caution when managing stocking levels. While competitive market pressures have been observed across our portfolio, they have been most acute in our Winnebago motorhome business. As part of our transformation of this business, we have recently taken significant steps to lower field inventory, improve working capital, align our production schedule to market demand, and accelerate stronger product value for our consumers in the future.
Previous wording
We expect that as consumer demand stabilizes, dealers will return to more stable ordering patterns across our portfolio of businesses. We continue to produce and ship in accordance with dealer demand as evidenced and requested by dealer orders. In addition, we are closely monitoring the potential impact of new or additional U.S. tariffs and retaliatory measures from other countries, which may affect material costs or supply.
Current wording
We expect that as consumer demand stabilizes, dealers will return to more stable ordering patterns across our portfolio of businesses. We continue to produce and ship in accordance with dealer demand as evidenced and requested by dealer orders. Despite the current economic uncertainty, we believe in the long-term health of consumer demand for RV and marine products.
Previous wording
Net revenues increased primarily due to favorable product mix and targeted price increases, partially offset by lower unit volume.
Current wording
Net revenues increased primarily due to selective price adjustments and product mix, partially offset by lower unit volume.
Previous wording
Gross profit as a percentage of revenue increased primarily due to volume leverage, partially offset by higher warranty expense.
Current wording
Gross profit as a percentage of revenue decreased primarily due to product mix, partially offset by selective price adjustments.
Previous wording
The change in our effective tax rate is primarily attributable to an excess tax detriment from stock-based compensation in the current year and the change from a pre-tax loss in the prior year to a pre-tax income in the current year.
Current wording
The change in our effective tax rate is primarily attributable to higher pre-tax income, partially offset by the impact of discrete tax benefits in the current year as compared to the prior year.
Previous wording
Operating income margin decreased primarily due to volume deleverage.
Current wording
Operating income margin decreased primarily due to volume deleverage and product mix, largely offset by selective price adjustments and cost containment initiatives.
Previous wording
Operating income margin increased primarily due to volume leverage, partially offset by higher warranty expense.
Current wording
Operating income margin increased primarily due to volume leverage.
Previous wording
Operating expenses decreased primarily due to cost reduction initiatives, partially offset by costs to support the growth of the Grand Design motorhome business.
Current wording
Operating expenses decreased primarily due to cost reduction initiatives, partially offset by increased costs to support the growth of the Grand Design Motorhome business.
Previous wording
Net revenues increased primarily due to higher unit volume and targeted price increases, partially offset by a shift in product mix toward lower price point models.
Current wording
Net revenues increased primarily due to selective price adjustments, partially offset by a shift in product mix toward lower price-point models.
Previous wording
During the three months ended November 29, 2025, net cash provided by operating activities was $25.4 million compared to net cash used in operating activities of $16.7 million during the same period last year. The change in operating cash flow is primarily driven by favorable changes in net working capital and higher profitability adjusted for non-cash items.
Current wording
During the six months ended February 28, 2026, net cash provided by operating activities was $0.6 million compared to net cash used in operating activities of $27.2 million during the same period last year. The change in operating cash flow is primarily driven by higher profitability adjusted for non-cash items and favorable changes in net working capital.
Previous wording
Cash used in investing activities decreased primarily due to lower capital expenditures compared to the prior year partially offset by proceeds from asset sales in the prior year.
Current wording
Cash used in investing activities decreased primarily due to lower capital expenditures compared to the prior year.
Previous wording
Cash used in financing activities decreased primarily due to higher share repurchases in the prior year compared to minimal share repurchase activity in the current year.
Current wording
Cash used in financing activities decreased primarily due to minimal share repurchase activity in the current year compared to higher share repurchases in the prior year. During the six months ended February 28, 2026 and March 1, 2025, $100.0 million of debt was repurchased in each period.
Previous wording
As of November 29, 2025, we had $181.7 million in cash and cash equivalents and $350.0 million in unused ABL Credit Facility. Our cash and cash equivalent balances consist of high quality, short-term money market instruments.
Current wording
As of February 28, 2026, we had $47.4 million in cash and cash equivalents and $350.0 million in unused ABL Credit Facility. Our cash and cash equivalent balances consist of high quality, short-term money market instruments.
Previous wording
On July 8, 2020, we closed our private offering (the “Senior Secured Notes Offering”) of $300.0 million aggregate principal amount of 6.25% Senior Secured Notes due 2028 (the “Senior Secured Notes”). On February 3, 2025, we executed a tender offer to purchase for cash up to $75.0 million aggregate principal amount of the Senior Secured Notes (the "Tender Offer"). On February 18, 2025, we amended the Tender Offer by increasing the maximum aggregate principal amount of Notes to $100.0 million. On February 20, 2025, $100.0 million aggregate principal amount of the Senior Secured Notes were validly tendered and accepted.
Current wording
On July 8, 2020, we closed our private offering (the “Senior Secured Notes Offering”) of $300.0 million aggregate principal amount of 6.25% Senior Secured Notes due 2028 (the “Senior Secured Notes”). On February 3, 2025, we executed a tender offer to purchase for cash up to $75.0 million aggregate principal amount of the Senior Secured Notes (the "Tender Offer"). On February 18, 2025, we amended the Tender Offer by increasing the maximum aggregate principal amount of Senior Secured Notes to $100.0 million. On February 20, 2025, $100.0 million aggregate principal amount of the Senior Secured Notes were validly tendered and accepted. On February 20, 2026, we redeemed $100.0 million of the outstanding Senior Secured Notes at a redemption price of 100% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption date, which brought the remaining principal amount outstanding to $100.0 million.
Previous wording
Working capital at November 29, 2025 and August 30, 2025 was $488.1 million and $465.1 million, respectively. We currently expect cash on hand, funds generated from operations, and the borrowing available under our ABL Credit Facility to be sufficient to cover both short-term and long-term operating requirements.
Current wording
Working capital at February 28, 2026 and August 30, 2025 was $403.5 million and $465.1 million, respectively. We currently expect cash on hand, funds generated from operations, and the borrowing available under our ABL Credit Facility to be sufficient to cover both short-term and long-term operating requirements.
Previous wording
On August 17, 2022, our Board of Directors authorized a new share repurchase program in the amount of $350.0 million with no time restriction on the authorization, which took effect immediately and replaced the prior program. In the three months ended November 29, 2025, no shares were repurchased under this authorization. Approximately 55,000 shares at a cost of $1.7 million were repurchased to satisfy tax obligations on employee equity awards vested. We continually evaluate if share repurchases reflect a prudent use of our capital and, subject to compliance with our ABL Credit Facility and Senior Secured Notes, we may purchase shares in the future. As of November 29, 2025, we have $180.0 million remaining on our Board approved repurchase authorization.
Current wording
On August 17, 2022, our Board of Directors authorized a new share repurchase program in the amount of $350.0 million with no time restriction on the authorization, which took effect immediately and replaced the prior program. In the six months ended February 28, 2026, no shares were repurchased under this authorization. Approximately 55,000 shares at a cost of $1.7 million were repurchased to satisfy tax obligations on employee equity awards vested. We continually evaluate if share repurchases reflect a prudent use of our capital and, subject to compliance with our ABL Credit Facility and Senior Secured Notes, we may purchase shares in the future. As of February 28, 2026, we have $180.0 million remaining on our Board approved repurchase authorization.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
Operating expenses decreased primarily due to cost reduction initiatives.
Current report — wording carried from elsewhere
The following is an analysis of changes in key items included in the Consolidated Statements of Income for the six months ended February 28, 2026 compared to the six months ended March 1, 2025:
Current report — wording carried from elsewhere
(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided. In addition, percentages may not add in total due to rounding.
Current report — wording carried from elsewhere
The change in our effective tax rate was driven primarily by higher pre-tax income in the current year as compared to the prior year.
Current report — wording carried from elsewhere
Operating income margin increased primarily due to volume leverage.
Current report — wording carried from elsewhere
(3) Due to the nature of the Marine industry, this amount includes a higher proportion of retail sold units than our other segments.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Despite the current economic uncertainty, we believe in the long-term health of consumer demand for RV and marine products.