WINNEBAGO INDUSTRIES INC
For the period ended Aug 29, 2026. Filed Oct 21, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Oct 21, 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-K
Period ended 2025-08-30; filed 2025-10-22.
0000107687-25-000034
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-08-29; filed 2026-10-21.
0001628280-26-066701
Item 7. 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 104 previous paragraphs and 98 current paragraphs.
73 unchanged; 16 reworded; 9 added; 15 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 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 (9)
Current report
Winnebago Industries, Inc. is a leading North American manufacturer of outdoor lifestyle products under the Winnebago, Grand
Current report
During our third quarter of Fiscal 2026, conflicts among the United States, Israel, and Iran intensified, contributing to higher global energy prices due to supply disruptions in the Middle East. Sustained increases in energy costs may further pressure consumer discretionary spending and demand for RV and marine products. Further, these conditions may contribute to broader inflationary pressures and delay expected interest rate reductions, or cause further increases to interest rates, which could result in higher borrowing costs for consumers.
Current report
Net revenues decreased primarily due to lower unit volume, partially offset by selective price adjustments and product mix.
Current report
Gross profit as a percentage of revenue was consistent with prior year as volume deleverage was largely offset by selective price adjustments.
Current report
The increase in the effective tax rate was primarily driven by current year state tax adjustments, increased valuation allowances, and a reduced benefit from favorable items due to higher pre-tax income.
Current report
Operating income as a percentage of revenues decreased primarily due to volume deleverage, higher discounts and allowances, and product mix, partially offset by selective price adjustments and cost containment initiatives.
Current report
Operating income as a percentage of revenues increased primarily due to lower discounts and allowances and volume leverage.
Current report
Operating income as a percentage of revenues decreased primarily due to volume deleverage and higher warranty expense, partially offset by selective price adjustments.
Current report
Cash used in financing activities decreased primarily due to the maturity of 2025 Convertible Notes in Fiscal 2025, combined with lower share repurchase activity in the current year. We repurchased $100.0 million of the Senior Secured Notes in both Fiscal 2025 and Fiscal 2026.
Removed paragraphs (15)
Previous report
We expect that as consumer demand stabilizes, dealers will return to more stable ordering patterns across our portfolio of
Previous report
businesses. We continue to produce and ship in accordance with dealer demand as evidenced and requested by dealer orders. In
Previous report
addition, we are closely monitoring the potential impact of new or additional U.S. tariffs and retaliatory measures from other
Previous report
Segment Update
Previous report
In conjunction with the Grand Design RV entrance into the motorized RV category, we established a Grand Design motorhomes operating segment in the first quarter of Fiscal 2025. This newly created operating segment is included in the Motorhome RV reportable segment. Prior period amounts have not been reclassified as the impact was not significant.
Previous report
Gross profit as a percentage of revenue decreased primarily due to deleverage and slightly higher warranty experience.
Previous report
Our effective tax rate decreased primarily due to the prior year's non-deductible debt inducement loss and non-deductible goodwill impairment and, in Fiscal 2025, increased favorable return to provision adjustments and reduced change in the valuation allowance over lower pre-tax income.
Previous report
Operating income margin decreased primarily due to deleverage, including that associated with product mix, and higher warranty experience.
Previous report
Net revenues decreased primarily due to lower unit volume and higher discounts and allowances related to the Winnebago motorhome business, partially offset by the introduction of the Grand Design motorhome business and product mix.
Previous report
Operating income margin decreased primarily due to higher discounts and allowances and volume deleverage associated with the Winnebago motorhome business.
Previous report
Operating income margin increased due to prior year goodwill impairment, targeted price increases, and volume leverage.
Previous report
Cash used in financing activities increased primarily due to partial settlement of high-yield notes and maturity of 2025 Convertible Notes, offset by lower share repurchase activity compared to the prior year.
Previous report
Accounting for Business Combinations
Previous report
We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates, royalty rates and asset lives, among other items.
Previous report
We used the income approach to value certain intangible assets. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. We used the income approach known as the relief from royalty method to value the fair value of the trade names. The relief from royalty method is based on the hypothetical royalty stream that would be received if we were to license the trade name and was based on expected revenues. The fair value of the dealer network was estimated using an income approach known as the cost to recreate/cost savings method. This method uses the replacement of the asset as an indicator of the fair value of the asset. The determination of the fair value of other assets acquired and liabilities assumed involves assessing factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the date of the acquisition.
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. In Fiscal 2025, these trends resulted in decreased sales due to declines in unit volume. 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. In Fiscal 2026, these trends resulted in decreased sales due to declines in unit volume. Market pressures have been observed across our portfolio and we have adjusted our production schedule to align with market demand, while also accelerating efforts to provide stronger product value for our consumers in the future.
Previous wording
countries, which may affect material costs or supply.
Current wording
We continue to monitor developments in international trade policy, including tariffs imposed by the United States and potential retaliatory measures by other countries, which may affect material costs, supply availability, and consumer demand. During February 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") were not authorized by the statute, and related refund processes continue to evolve. We received certain recoveries from suppliers associated with previously incurred tariff costs, which helped offset a portion of tariff-related cost increases during Fiscal 2026. In addition, we implemented pricing and other mitigation actions to reduce the impact of tariffs on our business. The tariff environment remains dynamic, and future changes in trade policy or tariff levels could adversely affect our results of operations, financial condition, or cash flows.
Previous wording
Operating expenses decreased primarily due to prior year goodwill impairment and cost reduction initiatives in the current year, partially offset by investments to support the growth of the Grand Design motorhome and Barletta marine businesses.
Current wording
Operating expenses decreased primarily due to cost reduction initiatives, partially offset by costs to support the growth of the Grand Design Motorhome business.
Previous wording
The loss on note repurchase recorded in Fiscal 2024 is related to the refinancing of the 2025 Convertible Notes. The loss on note repurchase recorded in Fiscal 2025 is related to the tender offer of the Senior Secured Notes. Refer to Note 9 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for further information.
Current wording
The loss on note repurchase recorded in the fiscal years ended August 29, 2026 and August 30, 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 8 of Part II in this Annual Report on Form 10-K for further information.
Previous wording
Net revenues decreased primarily due to a shift in product mix toward lower price-point models and lower unit volume, partially offset by targeted price increases.
Current wording
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.
Previous wording
Net revenues increased primarily due to higher unit volume and targeted price increases, partially offset by product mix.
Current wording
Net revenues increased primarily due to higher unit volume, selective price adjustments, and lower discounts and allowances.
Previous wording
Net revenues decreased primarily due to a reduction in average selling price per unit related to product mix and lower unit volume, partially offset by targeted price increases.
Current wording
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.
Previous wording
During Fiscal 2025, cash provided by operating activities was $128.9 million compared to $143.9 million in Fiscal 2024. The decrease in operating cash flow is primarily driven by lower profitability adjusted for non-cash items, an increase in accounts receivable due to timing of invoicing and collections, unfavorable changes in accounts payable balances and timing of payments, partially offset by improvement in inventory levels and operational efficiency actions.
Current wording
During Fiscal 2026, cash provided by operating activities was $168.7 million compared to $128.9 million in Fiscal 2025. The change in operating cash flow is primarily driven by higher profitability adjusted for non-cash items, favorable changes in accounts receivable and accounts payable balances due to timing of receipts and payments, partially offset by changes in inventory levels.
Previous wording
Cash used in investing activities decreased primarily due to favorable changes in other investing activities and lower capital expenditures compared to the prior year. Other investing activities include cash proceeds from asset sales and strategic investment activity.
Current wording
Cash used in investing activities decreased primarily due to lower capital expenditures compared to the prior year.
Previous wording
We maintain a $350.0 million asset-based revolving credit facility ("ABL Credit Facility") with a maturity date of July 15, 2027 subject to certain factors which may accelerate the maturity date. As of August 30, 2025, we had no borrowings against the ABL Credit Facility and $174.0 million in cash and cash equivalents. Our cash and cash equivalent balances consist of high quality, short-term money market instruments.
Current wording
On August 20, 2026, we renewed our $350.0 million asset-based revolving credit facility ("ABL Credit Facility") with an extended maturity date of August 20, 2031, subject to certain factors which may accelerate the maturity date. As of August 29, 2026, we had no borrowings against the ABL Credit Facility and $181.4 million in cash and cash equivalents. Our cash and cash equivalent balances consist of high quality, short-term money market instruments.
Previous wording
Working capital as of August 30, 2025 and August 31, 2024 was $465.1 million and $584.0 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 as of August 29, 2026 and August 30, 2025 was $419.1 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.
Previous wording
We anticipate capital expenditures in Fiscal 2026 of approximately $35.0 million to $45.0 million. We will continue to support organic growth through facility improvements to benefit a safer operating environment, operational improvements, and investments in software and our digital capabilities. We believe cash on hand, funds generated from operations, and the borrowing capacity available under our ABL Credit Facility and other debt instruments will be sufficient to support our capital expenditures for the foreseeable future.
Current wording
We anticipate capital expenditures in Fiscal 2027 of approximately $35.0 million to $45.0 million. We will continue to support organic growth through facility improvements to support a safe operating environment, operational improvements, and investments in software and our digital capabilities. We believe cash on hand, funds generated from operations, and the borrowing capacity available under our ABL Credit Facility and other debt instruments will be sufficient to support our capital expenditures for the foreseeable future.
Previous wording
Refer to Note 11 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for information regarding our deferred compensation plans. We expect to pay $1.8 million in the next 12 months and $5.1 million beyond 12 months.
Current wording
Refer to Note 10 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for information regarding our deferred compensation plans. We expect to pay $1.2 million in the next 12 months and $4.3 million beyond 12 months.
Previous wording
Contracted services include agreements with third-party service providers primarily for software, payroll services, and equipment maintenance services for periods up to Fiscal 2030. We expect to pay approximately $25.2 million in the next 12 months and approximately $20.0 million beyond 12 months.
Current wording
Contracted services include agreements with third-party service providers primarily for software, payroll services, and equipment maintenance services for periods up to Fiscal 2029. We expect to pay approximately $19.7 million in the next 12 months and approximately $6.2 million beyond 12 months.
Previous wording
We test goodwill and other indefinite-lived intangible assets (trade names in certain instances) for impairment at least annually in the fourth quarter and more frequently if events or circumstances occur that would indicate a reduction in fair value. Our test of impairment begins by either performing a qualitative evaluation or a quantitative test:
Current wording
We test goodwill and other indefinite-lived intangible assets, such as trade names, for impairment at least annually in the fourth quarter and more frequently if events or circumstances occur that would indicate an impairment may have occurred prior to the annual assessment. Our test of impairment begins by either performing a qualitative evaluation or a quantitative test:
Previous wording
During the fourth quarter of Fiscal 2025, we completed our annual assessment of indefinite-lived intangible assets and determined that there was no indication of impairment. Comparatively, during the fourth quarter of Fiscal 2024, we determined that the carrying value of the Chris-Craft reporting unit exceeded its fair value, resulting in a $30.3 million impairment charge, which represents the full goodwill balance attributable to the reporting unit. No impairments were recorded in Fiscal 2023.
Current wording
During the fourth quarter of Fiscal 2026, we completed our annual assessment of goodwill and indefinite-lived intangible assets and determined that there was no indication of impairment. However, we observed a reduction in the fair value cushion for the Chris-Craft trade name, as the estimated fair value exceeded its $29.3 million carrying value by less than 10% as of the assessment date. The fair value of a trade name is determined by the relief-from-royalty method, which requires significant judgment, and includes assumptions for royalty rate, future revenue growth rates and discount rate. A 50 bps reduction rate in royalty rate, a 10% decline in sales volume, or a 100 bps increase in the discount rate would all result in the fair value approximating carrying value for the Chris-Craft trade name. A sustained decline in revenues or other adverse changes in macroeconomic or industry conditions could result in an impairment charge in a future reporting period. No impairments were recorded in Fiscal 2025. During the fourth quarter of Fiscal 2024 we determined that the carrying value of the Chris-Craft reporting unit exceeded its fair value, resulting in a $30.3 million impairment charge, which represents the full goodwill balance attributable to the reporting unit.