UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended August ~~25, 2012~~30, 2014; or

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ___________________ to _______________________

Commission File Number 001‑06403

WINNEBAGO INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)



Iowa		42-0802678
(State or other jurisdiction of		(I.R.S. Employer Identification No.)
incorporation or organization)

P.O. Box 152, Forest City, Iowa		50436
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (641) 585‑3535

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



Title of each class		Name of each exchange on which registered
Common Stock ($.50 par value)		The New York Stock Exchange, Inc.
		Chicago Stock Exchange, Inc.

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes oNo x

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso Nox

~~Indicate~~Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-Kox.

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

Large Accelerated Filer o Accelerated Filer x Non-accelerated filer oSmaller Reporting Companyo

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes oNo x

Aggregate market value of the common stock held by non-affiliates of the registrant: ~~$265,927,566 (28,170,293~~$714,649,480 (26,806,057 shares at the closing price on the New York Stock Exchange of ~~$9.44~~$26.66 on February ~~24, 2012)~~28, 2014).

Common stock outstanding on October ~~9, 2012: 28,339,894~~14, 2014: 26,957,153 shares.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement relating to the registrant's December ~~2012~~2014 Annual Meeting of Shareholders, scheduled to be held December ~~18, 2012~~16, 2014, are incorporated by reference into Part II and Part III of this Annual Report on Form 10-K where indicated.

Winnebago Industries, Inc.

~~2012~~2014 Form 10-K Annual Report

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Glossary		iii

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	8
Item 2.	Properties	89
Item 3.	Legal Proceedings	9
Item 4.	Mine Safety Disclosures	9

PART II
Item 5.	Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	1112
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2524
Item 8.	Financial Statements and Supplementary Data	2524
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	5148
Item 9A.	Controls and Procedures	5148
Item 9B.	Other Information	5149

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	5149
Item 11.	Executive Compensation	5149
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5149
Item 13.	Certain Relationships and Related Transactions and Director Independence	5249
Item 14.	Principal Accounting Fees and Services	5249

PART IV
Item 15.	Exhibits, Financial Statement Schedules	5249

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Glossary

The following terms and abbreviations appear in the text of this report and are defined as follows:



AOCI	Accumulated Other Comprehensive Income (Loss)
Apollo	Apollo Motorhome Holidays, LLC
Amended Credit Agreement	Credit Agreement dated as of May 28, 2014 by and between Winnebago Industries, Inc and Winnebago of Indiana, LLC, as Borrowers, and General Electric Capital Corporation, as Agent
ARS	Auction Rate Securities
ASC	Accounting Standards Codification
ASP	Average Sales Price
ASU	Accounting Standards Update
~~CCMF~~	~~Charles City Manufacturing Facility~~
COLI	Company Owned Life Insurance
Credit Agreement	Credit Agreement dated as of October 31, 2012 by and between Winnebago Industries, Inc. and Winnebago of Indiana, LLC, as Borrowers, and General Electric Capital Corporation, as Agent (as amended May 28, 2014)
DCF	Discounted Cash Flow
EBITDA	Earnings Before Interest, Tax, Depreciation, and Amortization
EPS	Earnings Per Share
FASB	Financial Accounting Standards Board
FIFO	First In, First Out
GAAP	Generally Accepted Accounting Principles
GECC	General Electric Capital Corporation
IRS	Internal Revenue Service
IT	Information Technology
LIBOR	London Interbank Offered Rate
LIFO	Last In, First Out
~~Loan Agreement~~	~~Loan and Security Agreement dated October 13, 2009 by and between Winnebago Industries, Inc. and Wells Fargo Bank, National Association, as successor to Burdale Capital Finance, Inc., as Agent~~
MVA	Motor Vehicle Act
NMF	Non-Meaningful Figure
NOL	Net Operating Loss
NYSE	New York Stock Exchange
OCI	Other Comprehensive Income
OEM	Original Equipment Manufacturing
OSHA	Occupational Safety and Health Administration
ROE	Return on Equity
ROIC	Return on Invested Capital
RV	Recreation Vehicle
RVIA	Recreation Vehicle Industry Association
SEC	U.S. Securities and Exchange Commission
SERP	Supplemental Executive Retirement Plan
SIR	Self-Insured Retention
Stat Surveys	Statistical Surveys, Inc.
SunnyBrook	SunnyBrook RV, Inc.
Towables	Winnebago of Indiana, LLC, a wholly-owned subsidiary of Winnebago Industries, Inc.
US	United States of America
~~Wells Fargo~~	~~Wells Fargo Bank, National Association~~
XBRL	eXtensible Business Reporting Language

iii

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WINNEBAGO INDUSTRIES, INC.

FORM 10‑K

Report for the Fiscal Year Ended August ~~25, 2012~~30, 2014

Forward-Looking Information

Certain of the matters discussed in this Annual Report on Form 10-K are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which involve risks and uncertainties. A number of factors could cause actual results to differ materially from these statements, including, but not limited to, increases in interest rates, availability of credit, low consumer confidence, availability of labor, significant increase in repurchase obligations, inadequate liquidity or capital resources, availability and price of fuel, a slowdown in the economy, increased material and component costs, availability of chassis and other key component parts, sales order cancellations, slower than anticipated sales of new or existing products, new product introductions by competitors, the effect of global tensions, integration of operations relating to mergers and acquisitions activities and other factors which may be disclosed throughout this Annual Report on Form 10-K. Although we believe that the expectations reflected in the "forward-looking statements" are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Undue reliance should not be placed on these "forward-looking statements," which speak only as of the date of this report. We undertake no obligation to publicly update or revise any "forward-looking statements," whether as a result of new information, future events or otherwise, except as required by law or the rules of the NYSE. We advise you, however, to consult any further disclosures made on related subjects in future quarterly reports on Form 10-Q and current reports on Form 8-K that are filed or furnished with the SEC.

PART I

Item 1. Business

General

The "Company," "Winnebago Industries," "we," "our" and "us" are used interchangeably to refer to Winnebago Industries, Inc. and its subsidiary, Winnebago of Indiana, LLC, as appropriate in the context.

Winnebago Industries, Inc., headquartered in Forest City, Iowa, is a leading United States manufacturer of RVs used primarily in leisure travel and outdoor recreation activities. ~~We sell motor homes through independent dealers under the Winnebago, Itasca~~

As a result of our motorhome manufacturing capabilities, equipment and ~~Era brand names.~~

~~On December 29, 2010~~facilities, we purchased substantially all of the assets of SunnyBrook, a manufacturer of travel trailers and fifth wheel RVs. The aggregate consideration paid was $4.7 million, net of cash acquired, including the repayment of $3.3 million of SunnyBrook commercial and shareholder debt on the closing date. Also on December 29, 2010, we entered into a five-year operating lease agreement for the SunnyBrook facilities. The operations of Towables are included inuse our ~~consolidated operating results from the date of its acquisition. Towables will continue~~incremental capacity to manufacture ~~products under the SunnyBrook brands. In addition, Towables has begun to diversify its~~ product ~~line by including Winnebago brand trailer and fifth wheel products. The primary reason~~ for ~~the acquisition was diversification~~ outside ~~of the motorized market while utilizing the Winnebago brand strength in the towable market allowing for the potential of revenue and growth.~~

customers. Other products manufactured by us consist primarily of OEM parts, including extruded aluminum and other component products for other manufacturers and commercial vehicles.

We also rent facilities in Middlebury, Indiana where we manufacture travel trailers and fifth wheel RVs.

We were incorporated under the laws of the state of Iowa on February 12, 1958, and adopted our present name on February 28, 1961. Our executive offices are located at 605 West Crystal Lake Road in Forest City, Iowa. Our telephone number is (641) 585-3535.

Available Information

Our website, located at ~~www.winnebagoind.com,~~www.wgo.net, provides additional information about us. On our website, you can obtain, free of charge, this and prior year Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all of our other filings with the SEC. Our recent press releases are also available on our website. Our website also contains important information regarding our corporate governance practices. Information contained on our website is not incorporated into this Annual Report on Form 10-K. You may also read and copy any materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains a website that contains reports, proxy statements and other information that is filed electronically with the SEC. The website can be accessed at www.sec.gov.

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Principal Products

We have one reportable segment, the RV market. We design, develop, manufacture and market motorized and towable recreation products along with supporting products and services. Net revenues by major product classes were as follows:


	Year Ended ⁽¹⁾																				Year Ended ⁽¹⁾
(In thousands)	August 25, 2012				August 27, 2011				August 28, 2010				August 29, 2009				August 30, 2008				August 30, 2014				August 31, 2013				August 25, 2012				August 27, 2011				August 28, 2010
Motor homes ⁽²⁾	$	483,532	83.1	%	$	443,232	89.3	%	$	415,277	92.4	%	$	178,619	84.5	%	$	555,671	91.9	%
Motorhomes ⁽²⁾																					$	853,488	90.3	%	$	718,580	89.5	%	$	496,193	85.3	%	$	456,337	91.9	%	$	428,932	95.4	%
Towables ⁽³⁾	56,784		9.8	%	16,712		3.4	%	—		—	%	—		—	%	—		—	%	58,123		6.1	%	54,683		6.8	%	56,784		9.8	%	16,712		3.4	%	—		—	%
Motor home parts and services	12,661		2.2	%	13,105		2.6	%	13,655		3	%	12,559		5.9	%	16,923		2.8	%
Other manufactured products	28,702		4.9	%	23,369		4.7	%	20,552		4.6	%	20,341		9.6	%	31,758		5.3	%	33,552		3.6	%	29,902		3.7	%	28,702		4.9	%	23,369		4.7	%	20,552		4.6	%
Total net revenues	$	581,679	100.0	%	$	496,418	100.0	%	$	449,484	100.0	%	$	211,519	100.0	%	$	604,352	100.0	%	$	945,163	100.0	%	$	803,165	100.0	%	$	581,679	100.0	%	$	496,418	100.0	%	$	449,484	100.0	%


⁽¹⁾	The fiscal year ended August ~~30, 2008~~31, 2013 contained 53 weeks; all other fiscal years contained 52 weeks.


⁽²⁾	~~Motor home unit revenue less discounts, sales promotions~~Includes motorhome units, parts and ~~incentives, and accrued loss on repurchase adjustments.~~services


⁽³⁾	Includes towable units and parts.

~~Motor Homes~~Motorhomes, parts and service. A ~~motor home~~motorhome is a self-propelled mobile dwelling used primarily as temporary living quarters during vacation and camping trips, or to support some other active lifestyle. The RVIA classifies ~~motor homes~~motorhomes into three types, all of which ~~are defined as follows:~~

Class A models are conventional motor homes constructed directly on medium- and heavy-duty truck chassis, which include the engine and drivetrain components. The living area and driver's compartment are designed and produced by the motor home manufacturer. We manufacture Class A motor homes with gas and diesel engines.

Class B models are panel-type vans to which sleeping, kitchen, and/or toilet facilities are added. These models may also have a top extension to provide more headroom. We manufacture Class B motor homes with diesel engines.

Class C models are motor homes built on van-type chassis onto which the motor home manufacturer constructs a living area with access to the driver's compartment. We manufacture Class C motor homes with gas and diesel engines.

Wewe manufacture and sell ~~Class A and C motor homes~~ under the Winnebago ~~and Itasca~~ brand ~~names and Class B motor homes under the Era brand name. Our product offerings for the~~ ~~2013~~ ~~model year~~name, which are defined as follows:



Type	~~Winnebago~~Description	~~Itasca~~	~~Era~~Winnebago products offerings
Class A ~~(gas)~~	~~Vista,~~Conventional motorhomes constructed directly on medium- and heavy-duty truck chassis, which include the engine and drivetrain components. The living area and driver's compartment are designed and produced by the motorhome manufacturer.	Gas: Adventurer, Brave, Sightseer, ~~Adventurer~~	Suncruiser, Sunova, Sunstar, ~~Sunova, Suncruiser~~	Tribute, Vista
Class A ~~(gas)~~		~~Class A (diesel)~~	~~Via,~~Diesel: Ellipse, Ellipse Ultra, Forza, Grand Tour, Journey, ~~Tour~~	Meridian, Reyo, ~~Meridian, Ellipse~~	Solei, Tour, Via
Class B (gas and diesel)	Panel-type vans to which sleeping, kitchen, and/or toilet facilities are added. These models may also have a top extension to provide more headroom.		~~Era~~Winnebago Touring Coach (Era, Travato)
Class C (gas and diesel)	~~Access, Access~~ Motorhomes built on van-type chassis onto which the motorhome manufacturer constructs a living area with access to the driver's compartment.	Aspect, Cambria, Minnie Winnie, Minnie Winnie Premier, ~~Aspect,~~Navion, Spirit, Spirit Silver, Trend, View, ~~View Profile~~	~~Impulse, Impulse Silver, Cambria, Navion, Navion iQ~~	Viva!

~~Motor homes~~Motorhomes generally provide living accommodations for up to seven people and include kitchen, dining, sleeping and bath areas, and in some models, a lounge. Optional equipment accessories include, among other items, generators, home theater systems, king-size beds, and UltraLeather^TM upholstery and a wide selection of interior equipment. With the purchase of any new ~~motor home,~~motorhome, we offer a comprehensive 12-month/15,000-mile warranty on the coach and, for Class A and C ~~motor homes,~~motorhomes, a 3-year/36,000-mile structural warranty on sidewalls and floors.

Our Class A, B and C ~~motor homes~~motorhomes are sold by dealers in the retail market with manufacturer's suggested retail prices ranging from approximately ~~$70,000~~$60,000 to ~~$366,000,~~$421,000, depending on size and model, plus optional equipment and delivery charges. Our ~~motor homes~~motorhomes range in length from 2421 to 4243 feet.

Unit sales of our ~~motor homes~~motorhomes for the last five fiscal years were as follows:


	Year Ended ⁽¹⁾															Year Ended ⁽¹⁾⁽²⁾
Units	August 25, 2012			August 27, 2011			August 28, 2010			August 29, 2009			August 30, 2008			August 30, 2014			August 31, 2013			August 25, 2012			August 27, 2011			August 28, 2010
Class A	2,579	55.6	%	2,436	55.4	%	2,452	55.3	%	822	37.4	%	3,029	47.3	%	4,466	51.0	%	3,761	55.1	%	2,579	55.6	%	2,436	55.4	%	2,452	55.3	%
Class B	319	6.9	%	103	2.3	%	236	5.3	%	149	6.8	%	140	2.2	%	751	8.6	%	372	5.5	%	319	6.9	%	103	2.3	%	236	5.3	%
Class C	1,744	37.6	%	1,856	42.2	%	1,745	39.4	%	1,225	55.8	%	3,238	50.5	%	3,538	40.4	%	2,688	39.4	%	1,744	37.6	%	1,856	42.2	%	1,745	39.4	%
Total motor homes	4,642	100.0	%	4,395	100.0	%	4,433	100.0	%	2,196	100.0	%	6,407	100.0	%
Total motorhomes																8,755	100.0	%	6,821	100.0	%	4,642	100.0	%	4,395	100.0	%	4,433	100.0	%


⁽¹⁾	The fiscal year ended August ~~30, 2008~~31, 2013 contained 53 weeks; all other fiscal years contained 52 weeks.

~~Towable RVs.~~ A towable is a non-motorized vehicle that connects to a ball hitch mounted on the tow vehicle and is used as temporary living quarters for recreational travel. We manufacture and sell conventional travel trailers which are towed by means of

~~Table of Contents~~

~~a hitch attached to the frame of the towing vehicle and fifth wheel trailers which are constructed with a raised forward section that is connected to the vehicle with a special fifth wheel hitch.~~

~~Our towable product offerings for the 2013 model year are as follows:~~



~~Type~~ ⁽²⁾	~~Sunnybrook~~	~~Winnebago~~
~~Travel trailer~~	~~Sunset Creek Sport, Raven, Remington~~	~~Winnebago One, Winnebago Minnie, Winnebago Ultra~~
~~Fifth wheel~~	~~Raven, Remington~~	~~Winnebago Lite Five~~Percentages may not add due to rounding differences.

Our travel trailers and fifth wheels are sold by dealers in the retail market with manufacturer's suggested retail prices ranging from approximately $16,000 to $48,000, depending on size and model, plus optional equipment and delivery charges. Our towables range in length from 18 to 37 feet. All new units purchased receive a comprehensive 12-month warranty. Unit sales of our towables were 1,372 travel trailers and 966 fifth wheels for Fiscal 2012 and 575 travel trailers and 194 fifth wheels for Fiscal 2011.

~~Motor Home Parts and Services. Motor home~~Motorhome parts and service activities represent revenues generated by service work we perform for retail customers at our Forest City, Iowa facility ~~and parts we sell to our dealers.~~as well as revenues from sales of RV parts. As of August ~~25, 2012~~30, 2014, our parts inventory was approximately ~~$2.4~~$2.7 million and is located in a 450,000-square foot warehouse with what we believe to be among the most sophisticated distribution and tracking ~~system~~systems in the industry. Our competitive strategy is to provide proprietary manufactured parts through our dealer network, which we believe increases customer satisfaction and the value of our ~~motor homes.~~motorhomes.

Towables. A towable is a non-motorized vehicle that is designed to be towed by passenger automobiles, pickup trucks, SUVs or vans and is used as temporary living quarters for recreational travel. The RVIA classifies towables in four types: conventional travel trailers, fifth wheels, folding campers trailers and truck campers; we manufacture and sell conventional travel trailers and fifth

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wheels under the Winnebago brand name, which are defined as follows:



Type	Description	Winnebago product offerings
Travel trailer	Conventional travel trailers are towed by means of a hitch attached to the frame of the vehicle.	Minnie, Micro Minnie, Ultralite, ONE, Sunset Creek, Remington
Fifth wheel	Fifth wheel trailers are constructed with a raised forward section that is connected to the vehicle with a special fifth wheel hitch.	Voyage, Latitude, Destination, Lite Five, Raven

Unit sales of our towables for the last three fiscal years were as follows:



	Year Ended ⁽¹⁾⁽²⁾
Units	August 30, 2014			August 31, 2013			August 25, 2012
Travel trailer	2,052	81.8	%	2,038	80.4	%	1,372	58.7	%
Fifth wheel	457	18.2	%	497	19.6	%	966	41.3	%
Total towables	2,509	100.0	%	2,535	100.0	%	2,338	100.0	%


⁽¹⁾	The fiscal year ended August 31, 2013 contained 53 weeks; all other fiscal years contained 52 weeks.


⁽²⁾	Percentages may not add due to rounding differences.

Other Manufactured Products. WeAs a result of our motorhome manufacturing capabilities, equipment and facilities, we use our incremental capacity to manufacture product for outside customers. Notably, we manufacture aluminum extrusions which are sold to approximately 80 customers. To a limited extent, we manufacture other component parts sold to outside manufacturers. We also manufacture commercial vehicles which are ~~motor home~~motorhome shells, primarily custom designed for the buyer's special needs and requirements, such as law enforcement command centers and mobile medical and dental clinics. These commercial vehicles are sold through our dealer network. In addition, we also provide commercial vehicles as bare shells to third-party upfitters for conversion at their facilities. We are a manufacturer of commercial transit buses that are sold to both public and private transportation agencies for use in community based transit programs, para transit applications, hospitality shuttles, car rental shuttles, airport shuttles, and other various applications. Our transit buses are marketed under the trade name Metro, Metro Link, and Metro Connect and distributed to a nationwide dealer network through our exclusive distribution partner, Metro Worldwide.

Production

We generally produce ~~motor homes~~motorhomes and towables to order from dealers. We have ~~the~~some ability to increase our capacity by scheduling overtime and/or hiring additional production employees or to decrease our capacity through the use of shortened workweeks and/or reducing head count. We have long been known as an industry leader in innovation as each year we introduce new or redesigned products. These changes generally include new floor plans and sizes as well as design and decor modifications.

Our ~~motor homes~~motorhomes are produced in the state of Iowa at ~~two~~three different campuses. Our Forest City facilities ~~have been designed to provide~~are vertically integrated ~~production~~and provide mechanized assembly line ~~manufacturing.~~manufacturing for Class A and C motorhomes. We ~~also operate an assembly plant~~assemble Class B motorhomes in our Lake Mills and ~~a cabinet products manufacturing facility in~~ Charles City ~~Iowa.~~facilities. Hardwood cabinet, countertop and compartment door products are also manufactured at our Charles City campus. Our ~~motor home~~motorhome bodies are made from various materials and structural components which are typically laminated into rigid, lightweight panels. Body designs are developed with computer aided design and ~~analysis~~manufacturing and subjected to a variety of tests and evaluations to meet our standards and requirements. We manufacture a number of components utilized in our ~~motor homes,~~motorhomes, with the principal exceptions being chassis, engines, generators and appliances.

Most of our raw materials such as steel, aluminum, fiberglass and wood products are obtainable from numerous sources. Certain parts, especially ~~motor home~~motorhome chassis, are available from a small group of suppliers. We are currently purchasing Class A and C chassis from Ford Motor Company, Mercedes-Benz USA (a Daimler company) and Mercedes-Benz Canada (a Daimler company) and Class A chassis from Freightliner Custom Chassis Corporation (a Daimler company). Class B chassis are purchased from Mercedes-Benz USA, Mercedes-Benz Canada and ~~Mercedes-Benz Canada.~~Chrysler Group, LLC. Class C chassis are also purchased from Chrysler Group, LLC. In Fiscal ~~2012,~~2014, only ~~three~~two vendors, Ford Motor Company and Freightliner Custom Chassis Corporation ~~and Mercedes-Benz (USA and Canada combined)~~ individually accounted for more than 10% of our raw material purchases and approximating ~~42%~~32% in the aggregate.

Our towables are produced at an assembly plant located in Middlebury, Indiana. The majority of components are comprised of frames, appliances and furniture and are purchased from suppliers.

Backlog

~~As of~~ ~~August 25, 2012, we had a backlog for our motor homes of~~ ~~1,473~~ ~~units with an~~The approximate revenue ~~value~~ of $our motorhome backlog was ~~163.7~~$172.6 million~~. In comparison~~ and $346.7 million as of August ~~27, 2011~~30, 2014 and August 31, 2013, respectively. The approximate revenue of our towable backlog was ~~681~~$3.8 million ~~units with an approximate revenue value of $~~and ~~74.7~~$4.7 million~~. As of~~ ~~August 25, 2012, we had a backlog for our towables of~~ ~~411~~ ~~units with an approximate revenue value of~~ ~~$8.8 million. In comparison~~ as of August ~~27, 2011~~30, 2014 and August 31, 2013, ~~our backlog was~~ ~~293~~ ~~units with an approximate revenue value of~~ ~~$6.7 million~~.respectively. A more detailed description of our ~~motor home~~motorhome and towable order backlog is included in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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Distribution and Financing

We market our RVs on a wholesale basis to a diversified independent dealer ~~organization~~network located throughout the US and, to a limited extent, in Canada. Foreign sales, including Canada, were 10% or less of net revenues during each of the past three fiscal years. See Note 1514 to our Financial Statements of this Annual Report on Form 10-K.

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As of August ~~25, 2012~~ ~~and~~ ~~August 27, 2011~~30, 2014, our ~~motor home~~RV dealer ~~organization~~network in the US and Canada included ~~approximately 235~~274 motorized and ~~225~~207 towable physical dealer locations, ~~respectively. We have a number~~113 of ~~dealers that carry our~~these locations carried both Winnebago ~~Itasca~~motorized and ~~Era brands; we count each motor home dealer location only once regardless~~towable product. With respect to product line points of ~~how many~~distribution (number of ~~our brands are~~product lines offered at each ~~such~~ dealer ~~location. Our towable dealer organization consisted of 232 and 172 dealer locations~~location) as of August ~~25, 2012~~30, 2014 there were 2,608 motorized points of distribution compared to 2,205 as of August 31, 2013, up 18% in Fiscal 2014 as we have taken a more strategic approach to managing our dealer network and ~~August 27, 2011, respectively, across~~ the ~~US and Canada. Many of our towable dealerships also carry more than one of the towable~~ product lines ~~but each dealership is counted only once in the number of towable dealer locations.~~they offer as well as a much more aggressive approach to new product innovations and introductions. One of our dealer organizations ~~FreedomRoads, LLC,~~ accounted for ~~26%~~19.7% of our net revenue for Fiscal ~~2012~~,2014, as ~~they~~this dealer sold our products in 6272 of their dealership locations across 2628 US states. A second dealer organization accounted for 12.5% of our net revenue for Fiscal 2014, as this dealer sold our products in 11 dealership locations across 4 US states.

We have sales and service agreements with dealers which ~~generally have a term of ten years but~~ are subject to annual review. Many of the dealers are also engaged in other areas of business, including the sale of automobiles, trailers or boats, and many dealers carry one or more competitive lines of ~~recreation vehicles.~~RVs. We continue to place high emphasis on the capability of our dealers to provide complete service for our ~~recreation vehicles.~~RVs. Dealers are obligated to provide full service for owners of our ~~recreation vehicles~~RVs or, in lieu thereof, to secure such service from other authorized providers.

We advertise and promote our products through national RV magazines, the distribution of product brochures, the Go RVing national advertising campaign sponsored by RVIA, direct-mail advertising campaigns, various national promotional opportunities and on a local basis through trade shows, television, radio and newspapers, primarily in connection with area dealers.

~~Recreation vehicle~~RV sales to dealers are made on cash terms. Most dealers are financed on a "floorplan" basis under which a bank or finance company lends the dealer all, or substantially all, of the purchase price, collateralized by a security interest in the merchandise purchased. As is customary in the ~~recreation vehicle~~RV industry, we typically enter into a repurchase agreement with a lending institution financing a dealer's purchase of our product upon the lending institution's request and after completion of a credit check of the dealer involved. Our repurchase agreements provide that for up to 18 months after a unit is financed, in the event of default by the dealer on the agreement to pay the lending institution and repossession of the unit(s) by the lending institution, we will repurchase the financed merchandise. Our maximum exposure for repurchases varies significantly from time to time, depending upon general economic conditions, seasonal shipments, competition, dealer organization, gasoline availability and access to and the cost of financing. See Note 1110.

Competition

The RV market is highly competitive with many other manufacturers selling products which compete directly with our products. Some of our competitors are much larger than us, most notably in the towable RV market, which may provide ~~them~~these competitors additional purchasing power. Also, some of our competitors went through Chapter 11 bankruptcy protection during calendar 2009 and their assets were purchased without many of their liabilities (e.g. warranty, product liability, workers' compensation), which we believe reduced their cost structure as compared to ours. The competition in the RV industry is based upon design, price, quality and service of the products. We believe our principal competitive advantages are our brand strength, product quality and our service after the sale. We also believe that our ~~motor home~~motorhome products have historically commanded a price premium as a result of these competitive advantages.

Seasonality

The primary use of RVs for leisure travel and outdoor recreation has historically led to a peak retail selling season concentrated in the spring and summer months and lower during winter months. Our sales of RVs are generally influenced by this pattern in retail sales, but can also be affected by the level of dealer inventory. ~~Our products~~As a result, RV sales are ~~generally manufactured against orders from dealers.~~historically lowest during our second fiscal quarter, which ends in February.

Regulations ~~Trademarks~~ and ~~Patents~~Trademarks

We are subject to a variety of federal, state and local laws and regulations, including the MVA, under which the National Highway Traffic Safety Administration may require manufacturers to recall ~~recreation vehicles~~RVs that contain safety-related defects, and numerous state consumer protection laws and regulations relating to the operation of motor vehicles, including so-called "Lemon Laws." We are also subject to regulations established by OSHA. Our facilities are periodically inspected by federal and state agencies, such as OSHA. We are a member of RVIA, a voluntary association of RV manufacturers which promulgates RV safety standards. We place an RVIA seal on each of our RVs to certify that the RVIA standards have been met. We believe that our products and facilities comply in all material respects with the applicable vehicle safety, consumer protection, RVIA and OSHA regulations and standards.

Our operations are subject to a variety of federal and state environmental laws and regulations relating to the use, generation, storage, treatment, emission, labeling, and disposal of hazardous materials and wastes and noise pollution. We believe that we currently are in compliance with applicable environmental laws and regulations in all material aspects.

We have several registered trademarks associated with our ~~motor homes~~motorhomes and towable products which include: Winnebago, Access, Adventurer, Aspect, Bristol Bay, Brookside, Cambria, Chalet, Destination, Ellipse, Era, Impulse, Itasca, Journey, Latitude, Meridian,

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Navion, Outlook, Raven, Reyo, Rialta, Sightseer, Spirit, Suncruiser, Sundancer, Sunnybrook, Sunova, Sunrise, Sunset Creek, Sunstar, Tour, Vectra, Via, View, Vista, Voyage, and ~~Winnebago. Winnebago of Indiana, LLC also has several registered trademarks associated with their towable products which include: Bristol Bay, Brookside, Sunnybrook, Sunset Creek,~~ West ~~Pointe, and Raven.~~Pointe. We believe that our trademarks and trade names are significant to our

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business and we have in the past and will in the future vigorously protect them against ~~infringement.~~infringement by third parties. We are not dependent upon any patents or technology licenses of others for the conduct of our business.

Research and Development

Research and development expenditures are expensed as incurred. During Fiscal ~~2012~~2014, ~~2011~~2013 and ~~2010~~2012, we spent approximately ~~$3.4~~$4.3 million,, ~~$3.3~~ $3.8 million and ~~$3.2~~$3.4 million, respectively on research and development activities.

Human Resources

At the end of Fiscal ~~2012~~2014, ~~2011~~2013 and ~~2010~~2012, we employed approximately ~~2,380, 2,130~~2,850, 2,680 and ~~1,950~~2,380 persons, respectively. None of our employees are covered under a collective bargaining agreement. We believe our relations with our employees are good.

Executive Officers of the Registrant



Name	Office (Year First Elected an Officer)	Age
Randy J. Potts ⁽¹⁾	Chairman of the Board, Chief Executive Officer and President (2006)	5355
~~Steven~~S. Scott Degnan	Vice President, Sales and Product Management (2012)	4749
Scott C. Folkers	Vice President, General Counsel & Secretary (2012)	5052
Robert L. Gossett	Vice President, Administration (1998)	6163
Daryl W. Krieger	Vice President, Manufacturing (2010)	4951
Sarah N. Nielsen	Vice President, Chief Financial Officer (2005)	3941
William J. O'Leary	Vice President, Product Development (2001)	6365
Donald L. Heidemann	Treasurer and Director of Finance (2007)	4042

⁽¹⁾ Director

Officers are elected annually by the Board of Directors. There are no family relationships between or among any of the Corporate Officers or Directors of the Company.

Mr. Potts has over 2930 years of experience with Winnebago Industries. He has been Chairman of the Board since January 2012, Chief Executive Officer since June 2011, and President since January 2011. Prior to that time, he served as Senior Vice President, Strategic Planning from November 2009 to June 2011, Vice President, Manufacturing from October 2006 to November 2009, Director of Manufacturing from February 2006 to October 2006 and as General Manager of Manufacturing Services from November 2000 to February 2006.

Mr. Degnan joined Winnebago Industries in May 2012, as Vice President of Sales and Product Management. Prior to joining Winnebago Industries, Mr. Degnan served as vice president of sales for Riverside, California's MVP RV from 2010 to 2012. He also previously served in management and sales positions with Coachmen RV from 2008 to 2010, with National RV from 2007 to 2008, and Fleetwood Enterprises from 1987 to 2007.

Mr. Folkers joined Winnebago Industries in August 2010, as assistant general counsel. He was elected to the position of Vice President, General Counsel and Secretary in June 2012. Prior to joining Winnebago Industries, Mr. Folkers was employed as in‑house counsel for John Morrell & Co., in Sioux Falls, SD from 1998 to 2010. Mr. Folkers is a member of the Iowa Bar Association.

Mr. Gossett has over 1315 years of experience with Winnebago Industries. He has been Vice President, Administration since joining the Company in 1998.

Mr. Krieger has over 2830 years of experience with Winnebago Industries. He has been Vice President, Manufacturing since May 2010. Prior to that time, he served as Director of Manufacturing from November 2009 to May 2010 and General Manager - Fabrication from February 2002 to November 2009.

Ms. Nielsen has ~~seven~~nine years of experience with Winnebago Industries. She has been Vice President and Chief Financial Officer since November 2005. Ms. Nielsen joined the Company in August 2005 as Director of Special Projects and Training. Prior to joining Winnebago Industries, she was employed as a senior audit manager at Deloitte & Touche LLP, where she worked from 1995 to 2005. Ms. Nielsen is a Certified Public Accountant.

Mr. O'Leary has over 4042 years of experience with Winnebago Industries. He has been Vice President, Product Development since 2001. Mr. O'Leary has announced plans to retire effective on or about January 9, 2015.

Mr. Heidemann has ~~five~~seven years of experience with Winnebago Industries. He was elected to the position of Treasurer in August 2007 and added Director of Finance responsibilities in August 2011. Prior to joining Winnebago Industries, Mr. Heidemann served

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in various treasury positions for Select Comfort Corporation from 2003 to July 2007 and served in various treasury positions for Rent-A-Center Incorporated from 1998 to 2003.

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Item 1A. Risk Factors

The following risk factors should be considered carefully in addition to the other information contained in this Annual Report on Form 10-K. The risks and uncertainties described below are not the only ones we face, but represent the most significant risk factors that we believe may adversely affect the RV industry and our business, operations or financial position. The risks and uncertainties discussed in this report are not exclusive and other risk factors that we may consider immaterial or do not anticipate may emerge as significant risks and uncertainties.

Risks Related to Our Business

Competition

The market for ~~recreation vehicles~~RVs is very competitive. Competition in this industry is based upon price, design, value, quality and service. There can be no assurance that existing or new competitors will not develop products that are superior to our ~~recreation vehicles~~RVs or that achieve better consumer acceptance, thereby adversely affecting our market share, sales volume and profit margins. Some of our competitors are much larger than us, most notably in the towable ~~recreation vehicle~~RV market, which may provide them additional purchasing power. Also, some of our competitors went through Chapter 11 bankruptcy proceedings and their assets were purchased without many of their liabilities (e.g. warranty, product liability, workers' compensation) which we believe lowered their cost structure as compared to ours. These competitive pressures may continue to have a material adverse effect on our results of operations.

Hiring Constraints

Our operations are dependent upon attracting and retaining skilled employees. Our motorhome operation is located in northern Iowa, a largely rural area. If we are unable to hire enough skilled employees to meet production demands or are unable to hire, motivate, retain and promote skilled personnel in all levels of our organization, we may be unable to develop and distribute products as effectively as might otherwise be achieved.

General Economic Conditions and Certain Other External Factors

Companies within the ~~recreation vehicle~~RV industry are subject to volatility in operating results due primarily to general economic ~~conditions.~~conditions because the purchase of an RV is often viewed as a consumer luxury purchase. Specific factors affecting the ~~recreation vehicle~~RV industry include:

overall consumer confidence and the level of discretionary consumer spending;

employment trends;

the adverse impact of global tensions on consumer spending and travel-related activities; and

adverse impact on margins of increases in raw material costs which we are unable to pass on to customers without negatively affecting sales.

Dependence on Credit Availability and Interest Rates to Dealers and Retail Purchasers

Our business is affected by the availability and terms of the financing to dealers. Generally, ~~recreation vehicle~~RV dealers finance their purchases of inventory with financing provided by lending institutions. ~~Two~~Three financial flooring institutions held ~~80%~~71% of our total financed dealer inventory dollars that were outstanding at August ~~25, 2012~~30, 2014. In the event that ~~either or both~~any of these lending institutions limit or discontinue dealer financing, we could experience a material adverse effect on our results of operations. Our business is also affected by the availability and terms of financing to retail purchasers. Retail buyers purchasing a ~~motor home~~motorhome or towable may elect to finance their purchase through the dealership or a financial institution of their choice. Substantial increases in interest rates or decreases in the general availability of credit for our dealers or for the retail purchaser may have an adverse impact upon our business and results of operations.

~~Maintaining Adequate Liquidity and Capital Resources~~

We have historically generated revenues from our operations to pay operating expenses, buy back stock and, prior to Fiscal 2009, pay cash dividends. We have taken a number of steps, as discussed in “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Analysis of Financial Condition, Liquidity and Resources” below, to maintain our cash position and ensure liquidity. However, challenging market conditions that reduce demand for our products could weaken our liquidity position and materially adversely affect net revenues available for anticipated cash needs. To the extent the initiatives we undertake are not successful or we are unable to successfully implement alternative actions, our ability to cover both short-term and long-term operation requirements would be significantly adversely affected.

Cyclicality and Seasonality

The ~~recreation vehicle~~RV industry has been characterized by cycles of growth and contraction in consumer demand, reflecting prevailing economic and demographic conditions, which affect disposable income for leisure-time activities. Consequently, the results for any prior period may not be indicative of results for any future period.

Seasonal factors, over which we have no control, also have an effect on the demand for our products. Demand in the ~~recreation vehicle~~RV industry generally declines over the winter season, while sales are generally highest during the spring and summer months. Also, unusually severe weather conditions in some markets may impact demand.

~~Integration of Acquisitions~~

~~In Fiscal 2011 we made an acquisition of a towable manufacturer. The integration~~ Our business also does well when the US housing market is strong and ~~introduction of new models of recreation vehicles is important to~~ our ~~future growth. We may incur unexpected expenses and~~business weakens when the ~~acceptance of a new product line is uncertain. We may not be able to obtain efficiencies of scale in back office processes or obtain expected purchasing efficiencies~~

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~~via increased volume from mutual suppliers.~~

US housing market weakens.

Potential Loss of a Large Dealer Organization

One of our dealer organizations ~~FreedomRoads, LLC,~~ accounted for ~~26%~~19.7% of our net revenue for Fiscal ~~2012~~,2014, as they sold our products in 6272 of their dealership locations across 2628 US states. A second dealer organization accounted for 12.5% of our net revenue for Fiscal 2014, as they sold products in 11 of their dealership locations across 4 US states. The loss of ~~this~~either or both of these dealer ~~organization~~organizations could have a significant adverse effect on our business. In addition, deterioration in the liquidity or creditworthiness of ~~FreedomRoads, LLC~~either of both of these dealers could negatively impact our sales and could trigger repurchase obligations under our repurchase agreements.

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Potential Repurchase Liabilities

In accordance with customary practice in the RV industry, upon request we enter into formal repurchase agreements with lending institutions financing a dealer's purchase of our products. In these repurchase agreements we agree, in the event of a default by an independent dealer in its obligation to a lender and repossession of the unit(s) by the lending institution, to repurchase units at declining prices over the term of the agreements, which can last up to 18 months. The difference between the gross repurchase price and the price at which the repurchased product can then be resold, which is typically at a discount to the gross repurchase price, represents a potential expense to us. In certain instances, we also repurchase inventory from our dealers due to state law or regulatory requirements that govern voluntary or involuntary terminations. We also have agreed to repurchase certain units that we sell to a rental company. If we are obligated to repurchase a substantially larger number of RVs in the future, this would increase our costs and could have a material adverse effect on our results of ~~operations.~~operations, financial condition, and cash flows.

Lower-Than-Anticipated Residual Values for Rental Motorhomes Sold with Repurchase Option

We project expected residual values and return volumes for the motorhomes we deliver with a repurchase option. Actual proceeds realized upon the sale of repurchased rental motorhomes may be lower than the amount projected, which would reduce the profitability of the transaction. Among the factors that can affect the value of repurchased rental motorhomes are the volume of motorhomes returned, economic conditions, and quality or perceived quality, or reliability of the units. Each of these factors, alone or in combination, has the potential to adversely affect our profitability if actual results were to differ significantly from our projections.

Fuel Availability and Price Volatility

Gasoline or diesel fuel is required for the operation of motorized ~~recreation vehicles.~~RVs. There can be no assurance that the supply of these petroleum products will continue uninterrupted or that the price or tax on these petroleum products will not significantly increase in the future. RVs, however, are not generally purchased for fuel efficiency. Fuel shortages and substantial increases in fuel prices have had a material adverse effect on the ~~recreation vehicle~~RV industry as a whole in the past and could have a material adverse effect on us in the future.

Dependence on Suppliers

Most of our RV components are readily available from numerous sources. However, a few of our components are produced by a small group of ~~quality~~ suppliers. In the case of ~~motor home~~motorhome chassis, Ford Motor Company, Freightliner Custom Chassis Corporation, ~~and~~ Mercedes-Benz (USA and Canada) and Chrysler Group, LLC are our major suppliers. Our relationship with our chassis suppliers is similar to our other supplier relationships in that no special contractual commitments are engaged in by either party. This means that we do not have minimum purchase requirements and our chassis suppliers do not have minimum supply requirements. Our chassis suppliers also supply to our competitors. Historically, chassis suppliers resort to an industry-wide allocation system during periods when supply is restricted. These allocations have been based on the volume of chassis previously purchased. Sales of ~~motor homes~~motorhomes rely on chassis supply and are affected ~~accordingly.~~by shortages from time to time. Decisions by our suppliers to decrease production, production delays, or work stoppages by the employees of such suppliers, or price increases could have a material adverse effect on our ability to produce ~~motor homes~~motorhomes and ultimately, on ~~the~~our results of ~~operations.~~operations, financial condition and cash flows.

Warranty Claims

We receive warranty claims from our dealers in the ordinary course of our business. Although we maintain reserves for such claims, which to date have been adequate, there can be no assurance that warranty expense levels will remain at current levels or that such reserves will continue to be adequate. A significant increase in warranty claims exceeding our current warranty expense levels could have a material adverse effect on our results of operations, financial condition and cash flows.

In addition to the costs associated with the contractual warranty coverage provided on our products, we also occasionally incur costs as a result of additional service actions not covered by our warranties, including product recalls and customer satisfaction actions. Although we estimate and reserve for the cost of these service actions, there can be no assurance that expense levels will remain at current levels or such reserves will continue to be adequate.

Product Liability

We are subject, in the ordinary course of business, to litigation including a variety of warranty, "Lemon Law" and product liability claims typical in the ~~recreation vehicle~~RV industry. WeAlthough we have an insurance policy with a $35 million limit covering product liability, ~~however,~~ we are self-insured for ~~a portion~~the first $2.5 million of product liability ~~claims.~~claims on a per occurrence basis, with a $6.0 million aggregate. We cannot be certain that our insurance coverage will be sufficient to cover all future claims against us, which may have a material adverse effect on our results of operations and financial condition. Any increase in the frequency and size of these claims, as compared to our experience in prior years, may cause the premium that we are required to pay for insurance to rise significantly. ItProduct liability claims may also ~~increase the amounts we~~cause us to pay in punitive damages, not all of which are covered by our insurance. In addition, if ~~these~~product liability claims rise to a level of frequency or size that are significantly higher than similar claims made against our competitors, our reputation and business may be harmed.

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Information Systems and Web Applications

We rely on our information systems and web applications to support our business operations, including but not limited to procurement, supply chain, manufacturing, distribution, warranty administration, invoicing and collection of payments. We use information systems to report and audit our operational results. Additionally, we rely upon information systems in our sales,

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marketing, human resources and communication efforts. Due to our reliance on our information systems, our business processes may be negatively impacted in the event of substantial disruption of service. Further, misuse, leakage or falsification of information could result in a violation of privacy laws and damage our reputation which could, in turn, have a negative impact on our results.

Government Regulation

We are subject to numerous federal, state and local regulations. Some regulations ~~governing~~govern the manufacture and sale of our products, including the provisions of the MVA, and the safety standards for ~~recreation vehicles~~RVs and components which have been established under the Motor Vehicle Act by the Department of Transportation. The MVA authorizes the National Highway Traffic Safety Administration to require a manufacturer to recall and repair vehicles which contain certain hazards or defects. Any major recalls of our vehicles, voluntary or involuntary, could have a material adverse effect on our results of operations, financial condition and cash flows. While we believe we are substantially in compliance with the foregoing laws and regulations as they currently exist, amendments to any of these regulations or the implementation of new regulations could significantly increase the cost of manufacturing, purchasing, operating or selling our products and could have a material adverse effect on our results of ~~operations.~~operations, financial condition, and cash flows. In addition, our failure to comply with present or future regulations could result in fines being imposed on us, potential civil and criminal liability, suspension of sales or production or cessation of operations.

We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called "Lemon Laws." Federal and state laws and regulations also impose upon vehicle operators various restrictions on the weight, length and width of motor vehicles, including ~~motor homes~~motorhomes that may be operated in certain jurisdictions or on certain roadways. Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions.

Failure to comply with NYSE and SEC laws or regulations could have an adverse impact on our business. Additionally, amendments to these regulations and the implementation of new regulations could increase the cost of manufacturing, purchasing, operating or selling our products and therefore could have an adverse impact on our business.

The SEC adopted rules pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act setting forth new disclosure requirements concerning the use or potential use of certain minerals, deemed conflict minerals (tantalum, tin, gold and tungsten), that are mined from the Democratic Republic of Congo and adjoining countries. These requirements necessitate due diligence efforts on our part to assess whether such minerals are used in our products in order to make the relevant required disclosures that began in May 2014. We incurred costs and diverted internal resource to comply with these new disclosure requirements, including for diligence to determine the sources of those minerals that may be used or necessary to the production of our products. Compliance costs may increase in future periods. We may face reputational challenges that could impact future sales if we determine that certain of our products contain minerals not determined to be conflict free or if we are unable to sufficiently verify the origins for all conflict minerals used in our products.

Finally, federal and state authorities also have various environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal which affect us and our operations. Failure by us to comply with present or future laws and regulations could result in fines being imposed on us, potential civil and criminal liability, suspension of production or operations, alterations to the manufacturing process, or costly cleanup or capital expenditures, any or all of which could have a material adverse effect on our results of operations.

Risks Related to Our Company

Anti-takeover Effect

Provisions of our articles of incorporation, by-laws, the Iowa Business Corporation Act and provisions in our credit facilities and certain of our compensation programs that we may enter into from time to time could make it more difficult for a third party to acquire us, even if doing so would be perceived to be beneficial by our shareholders. The combination of these provisions effectively inhibits a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of our common stock.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

Our principal manufacturing, maintenance and service operations are conducted in multi-building complexes owned or leased by us. The following sets forth our material facilities as of August ~~25, 2012~~30, 2014:


Location	Facility Type/Use	# of Buildings	Owned or Leased	Square Footage	Facility Type/Use	# of Buildings	Owned or Leased	Square Footage
Forest City, Iowa	Manufacturing, maintenance, service and office	30	Owned	1,558,000	Manufacturing, maintenance, service and office	32	Owned	1,546,000
Forest City, Iowa	Warehouse	4	Owned	702,000	Warehouse	3	Owned	459,000
Charles City, Iowa	Manufacturing	2	Owned	161,000	Manufacturing	2	Owned	161,000
Hampton, Iowa	Assets Held for Sale (Manufacturing)	2	Owned	135,000
Lake Mills, Iowa					Manufacturing	1	Leased	96,000
Middlebury, Indiana	Manufacturing and office	4	Leased	277,000	Manufacturing and office	4	Leased	277,000
		42		2,833,000		42		2,539,000

The facilities that we own in Forest City and Charles City ~~and Hampton~~ are located on approximately ~~500~~310 acres of land. ~~We lease 244,000 square feet of our warehouse facilities in Forest City to others.~~ Most of our buildings are of steel or steel and concrete construction and are protected from fire with high‑pressure sprinkler systems, dust collector systems, automatic fire doors and alarm systems. We believe that our facilities and equipment are well maintained, in excellent condition and suitable for the purposes for which they are intended.

~~Subsequent to~~ ~~August 25, 2012, on August 30, 2012, the Hampton facility held for sale was sold, as further described in~~ ~~Note 6~~.

In January 2011, we entered into a five-year lease agreement with FFT Land Management for real property consisting of four buildings and approximately 30 acres of land located in Middlebury, Indiana. The buildings are being utilized to ~~manufacture~~assemble towables.

~~Table~~In November 2013, we entered into a five-year lease with the city of ~~Contents~~
Lake Mills, IA for a manufacturing plant with two options to renew for five years each. This plan is being utilized to assemble Class B product.

~~towable trailers.~~In the first quarter of Fiscal 2013, property in Hampton, Iowa, an asset held for sale, was sold for $550,000 in gross proceeds resulting in a loss of $28,000 not including previous impairments. In the second quarter of Fiscal 2014, we sold a warehouse property for $2.3 million in gross proceeds resulting in a gain of $629,000. See ~~further discussion in~~ Note 195.

Under terms of our credit facility, as further described in Note 87, we have encumbered substantially all of our real property for the benefit of the lender under such facility.

Item 3. Legal Proceedings

We are involved in various legal proceedings which are ordinary and routine litigation incidental to our business, some of which are covered in whole or in part by insurance. We believe, while the final resolution of any such litigation may have an impact on our results for a particular reporting period, the ultimate disposition of such litigation will not have any material adverse effect on our financial position, results of operations, or liquidity.

Item 4. Mine Safety Disclosure

Not Applicable.

PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our common stock is listed on the New York and Chicago Stock Exchanges with the ticker symbol of WGO.

Below are the New York Stock Exchange high, low and closing prices of Winnebago Industries, Inc. common stock for each quarter of Fiscal ~~2012~~2014 and Fiscal ~~2011~~2013:


Fiscal 2012	High		Low		Close		Fiscal 2011	High		Low		Close
Fiscal 2014														High		Low		Close		Fiscal 2013	High		Low		Close
First Quarter	$	8.95	$	6.02	$	6.07	First Quarter	$	12.25	$	8.35	$	10.54	$	31.80	$	21.26	$	30.96	First Quarter	$	14.49	$	10.99	$	14.22
Second Quarter	10.51		6.15		9.44		Second Quarter	16.60		10.20		14.22		32.41		23.18		26.66		Second Quarter	20.10		13.53		19.49
Third Quarter	10.65		8.14		9.08		Third Quarter	15.77		11.25		11.52		28.85		22.68		24.76		Third Quarter	22.34		16.72		20.76
Fourth Quarter	11.46		8.50		11.01		Fourth Quarter	11.74		6.31		7.14		26.69		22.80		24.73		Fourth Quarter	25.15		19.33		22.27

Holders

Shareholders of record as of October 14, 2014: 3,150

9 ~~2012~~: ~~3,343~~

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Dividends Paid Per Share

On October 15, ~~2008,~~2014, our Board of Directors ~~suspended future~~declared a cash dividend of $0.09 per outstanding share of common stock. The dividend will be paid on November 26, 2014 to all shareholders of record at the close of business on November 12, 2014. The Board currently intends to continue to pay quarterly cash dividends payments in ~~order to conserve capital~~the future; however, declaration of future dividends, if any, will be based on several factors including our financial performance, outlook and ~~to maintain~~ liquidity. NoWe have not paid dividends ~~have been paid~~ since the first quarter of Fiscal 2009.

The payment of dividends may limit our ability to fully utilize our credit facility. Our credit facility, as further described in Note 87, ~~also contained~~contains covenants that ~~limited~~limit our ability ~~among other things,~~ to pay certain cash dividends without ~~the consent of Wells Fargo, as Agent and the lenders thereunder, in their sole discretion.~~impacting financial ratio covenants.

Issuer Purchases of Equity Securities

Our credit facility, as further described in Note 87, ~~contained~~contains covenants that ~~limited~~limits our ability, among other things, except for limited purchases of our common stock from employees, to make distributions or payments with respect to or purchases of our common stock without ~~consent. On July 2, 2012, we obtained a letter~~consent of ~~consent from our former lender Wells Fargo, waiving~~ the ~~restriction on repurchasing common stock and allowing repurchases up to $35.0 million.~~lenders.

On December 19, 2007, the Board of Directors authorized the repurchase of outstanding shares of our common stock, depending on market conditions, for an aggregate consideration of up to $60 million. There is no time restriction on this authorization. During Fiscal ~~2012~~2014, approximately ~~628,000~~1.0 million shares were repurchased under the authorization, at an aggregate cost of approximately ~~$6.6 million.~~$26.3 million, or $25.62 per share. Approximately ~~38,000~~61,000 of these shares were repurchased from employees who vested in Winnebago Industries shares during the fiscal year and elected to pay their payroll tax via ~~shares~~delivery of common stock as opposed to cash. As of August ~~25, 2012~~30, 2014, there was approximately ~~$52.6~~$13.6 million remaining under this authorization.

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This table provides information with respect to purchases by us of shares of our common stock during each fiscal month of the fourth quarter of Fiscal ~~2012~~2014:

Period
Total Number
of Shares
Purchased
Average Price
Paid per Share
Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
Approximate Dollar Value
of Shares That May Yet Be
Purchased Under the
Plans or Programs
5/27/12 - 06/30/12 1,623
$ 8.63
1,623
(1) $ 58,888,000

07/01/12 - 07/28/12 279,418
$ 10.40
279,418

$ 55,983,000

07/29/12 - 08/25/12 311,143
$ 10.74
311,143
$ 52,640,000

Total 592,184
$ 10.57
592,184
(1) $ 52,640,000



Period	Total Number of Shares Purchased	Average Price Paid per Share		Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
06/01/14 - 07/05/14	84,641	$	23.81	84,641	(1)		$	13,582,000
07/06/14 - 08/02/14	—	$	—	—			$	13,582,000
08/03/14 - 08/30/14	—	$	—	—			$	13,582,000
Total	84,641	$	23.81	84,641	(1)		$	13,582,000

Equity Compensation Plan Information

The following table provides information as of August ~~25, 2012~~30, 2014 with respect to shares of our common stock that may be issued under our existing equity compensation plans:

(a) (b) (c)
(Adjusted for the 2-for-1 Stock
Split on March 5, 2004)
Plan Category
Number of Securities to
be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
Number of Securities
Remaining Available for
Future Issuance Under Equity
Compensation Plans
(Excluding Securities
Reflected in (a))
Equity compensation plans
approved by shareholders
727,664
⁽¹⁾
$ 29.08
3,008,232
⁽²⁾
Equity compensation plans not
approved by shareholders ⁽³⁾
117,535
⁽⁴⁾
12.38
—
⁽⁵⁾
Total 845,199
$ 26.75
3,008,232



	(a)		(b)		(c)
Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in (a))
Equity compensation plans approved by shareholders - 2004 Plan⁽¹⁾	457,421		$	30.38	—
Equity compensation plans approved by shareholders - 2004 Plan ⁽²⁾	198,523		$	18.98	—
Equity compensation plans approved by shareholders - 2014 Plan					3,600,000	⁽³⁾
Equity compensation plans not approved by shareholders ⁽⁴⁾	104,490	⁽⁵⁾	$	13.44	—	⁽⁶⁾
Total	760,434		$	25.08	3,600,000


⁽¹⁾	This number ~~includes 568,126~~represents stock options granted under the 2004 Incentive Compensation Plan, as amended ~~(the "Plan"~~("2004 Plan")~~. Also included are 159,538 options granted~~ which will continue to be exercisable in accordance with their original terms and conditions. No new grants may be made under the ~~1997 Stock Option~~2004 Plan.


⁽²⁾	This number represents unvested share awards granted under the 2004 Plan. No new grants may be made under the 2004 Plan.

⁽³⁾

This number represents stock options available for grant under the 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan, as amended ("2014 Plan") as of August ~~25, 2012~~30, 2014. The 2014 Plan replaced the ~~1997 Stock Option~~2004 Plan effective January 1, ~~2004. No new grants may be made under~~2014 and was approved by the ~~1997 Stock Option Plan. Any stock options previously granted under~~shareholders at the ~~1997 Stock Option Plan will continue to be exercisable in accordance with their original terms and conditions.~~December 17, 2013 Annual Meeting.

⁽³⁾⁽⁴⁾

Our sole equity compensation plan not previously submitted to our shareholders for approval is the Directors' Deferred Compensation ~~Plan.~~Plan, as amended ("Directors' Plan"). The Board of Directors may terminate the Directors' ~~Deferred Compensation~~ Plan at any time. If not terminated earlier, the Directors' ~~Deferred Compensation~~ Plan will automatically terminate on June 30, ~~2013.~~2023. For a description of the key provisions of the Directors' ~~Deferred Compensation~~ Plan, see the information in our Proxy ~~Statement for the Annual Meeting of Shareholders scheduled to be held December 18, 2012 under the caption "Director Compensation," which information is incorporated by reference herein.~~

Table of Contents

Statement for the Annual Meeting of Shareholders scheduled to be held December 16, 2014 under the caption "Director Compensation," which information is incorporated by reference herein.


⁽⁴⁾⁽⁵⁾	Represents shares of common stock issued to a trust which underlie stock units, payable on a one-for-one basis, credited to stock unit accounts as of August ~~25, 2012~~30, 2014 under the Directors' ~~Deferred Compensation~~ Plan.

⁽⁵⁾⁽⁶⁾

The table does not reflect a specific number of stock units which may be distributed pursuant to the Directors' ~~Deferred Compensation~~ Plan. The Directors' ~~Deferred Compensation~~ Plan does not limit the number of stock units issuable thereunder. The number of stock units to be distributed pursuant to the Directors' ~~Deferred Compensation~~ Plan will be based on the amount of the director's compensation deferred and the per share price of our common stock at the time of deferral.

~~Table of Contents~~

Performance Graph

The following graph compares our five-year cumulative total shareholder return (including reinvestment of dividends) with the cumulative total return on the Standard & Poor's 500 Index and a peer group. The peer group companies consisting of Thor Industries, Inc., Polaris Industries, Inc. and Brunswick Corporation were selected by us as they also manufacture recreation products. It is assumed in the graph that $100 was invested in our common stock, in the Standard & Poor's 500 Index and in the stocks of the peer group companies on August ~~26, 2006~~29, 2009 and that all dividends received within a quarter were reinvested in that quarter. In accordance with the guidelines of the SEC, the shareholder return for each entity in the peer group index has been weighted on the basis of market capitalization as of each annual measurement date set forth in the graph.

Base Period
Company/Index 8/25/07 8/30/08 8/29/09 8/28/10 8/27/11 8/25/12
Winnebago Industries, Inc. 100.00
42.57
44.03
34.29
27.06
43.01
S&P 500 Index 100.00
88.57
72.99
77.05
86.86
106.38
Peer Group 100.00
65.93
61.03
75.09
103.08
156.62

~~Item 6.~~ ~~Selected Financial Data (See pages 63 and 64)~~



	Base Period
Company/Index	8/29/09	8/28/10	8/27/11	8/25/12	8/31/13	8/30/14
Winnebago Industries, Inc.	100.00	77.88	61.45	97.68	197.57	219.39
S&P 500 Index	100.00	105.56	119.01	145.74	172.52	216.08
Peer Group	100.00	123.04	168.91	256.64	395.88	498.02

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Item 6. Selected Financial Data



	Fiscal Years Ended
(In thousands, except EPS)	08/30/14		08/31/13		8/25/12⁽¹⁾		08/27/11		08/28/10
Income statement data:
Net revenues	$	945,163	$	803,165	$	581,679	$	496,418	$	449,484
Net income	45,053		31,953		44,972		11,843		10,247

Per share data:
Net income - basic	1.64		1.14		1.54		0.41		0.35
Net income - diluted	1.64		1.13		1.54		0.41		0.35
Dividends declared and paid per common share	—		—		—		—		—

Balance sheet data:
Total assets	358,302		309,145		286,072		239,927		227,357

⁽¹⁾In Fiscal 2012 we recorded a non-cash tax benefit of $37.7 million through the reduction of our Fiscal 2009 deferred tax asset valuation allowance.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity and certain other factors that may affect our future results. Our MD&A is presented in eight sections:


•	Executive Overview


•	Industry Outlook


•	Company Outlook


•	Results of Operations


•	Analysis of Financial Condition, Liquidity and Capital Resources


•	Contractual Obligations and Commercial Commitments


•	Critical Accounting Policies


•	New Accounting Pronouncements

Our MD&A should be read in conjunction with the Financial Statements and related Notes included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

Executive Overview

Winnebago Industries, Inc. is a leading US manufacturer of RVs with a proud history of manufacturing RV products for more than 50 years. We produce all of our ~~motor homes~~motorhomes in vertically integrated manufacturing facilities in Iowa and we produce all travel trailer and fifth ~~wheels ("towables")~~wheel trailers in Indiana. We distribute our products primarily through independent dealers throughout the US and Canada, who then retail the products to the end consumer.

Our retail unit market share, as reported by Stat Surveys based on state records, is ~~as follows:~~illustrated below. Note that this data is subject to adjustment and is continuously updated.

Through August 31 Calendar Year
US Retail Motorized: 2012 2011 2011 2010 2009
Class A gas 22.9 % 22.3 % 22.2 % 23.7 % 22.9 %
Class A diesel 20.0 % 17.2 % 17.6 % 15.2 % 11.4 %
Total Class A 21.7 % 20.1 % 20.2 % 19.5 % 16.6 %
Class C 17.5 % 16.6 % 17.5 % 17.9 % 22.7 %
Total Class A and C 19.7 % 18.5 % 19.0 % 18.8 % 19.1 %

Class B 16.0 % 4.7 % 7.7 % 15.6 % 18.1 %

Through July 31 Calendar Year
Canadian Retail Motorized: 2012 2011 2011 2010 2009
Class A gas 14.6 % 16.3 % 16.5 % 14.9 % 13.8 %
Class A diesel 16.0 % 19.3 % 18.0 % 9.9 % 7.0 %
Total Class A 15.1 % 17.5 % 17.1 % 12.6 % 10.0 %
Class C 13.1 % 17.0 % 15.9 % 13.8 % 9.5 %
Total Class A and C 14.0 % 17.2 % 16.5 % 13.2 % 9.8 %

Class B 11.5 % 3.0 % 7.1 % 4.8 % 2.3 %

Through July 31 Calendar Year
US Retail Towables: 2012 2011 2011
Travel trailer 0.8 % 0.6 % 0.6 %
Fifth wheel 1.0 % 0.4 % 0.5 %
Total towables 0.8 % 0.6 % 0.6 %

Through July 31 Calendar Year
Canadian Retail Towables: 2012 2011 2011
Travel trailer 0.4 % 0.3 % 0.4 %
Fifth wheel 1.0 % 0.5 % 0.5 %
Total towables 0.5 % 0.3 % 0.4 %



	Through July 31				Calendar Year
US and Canada	2014		2013		2013		2012		2011
Motorized A, B, C	20.9	%	17.6	%	18.6	%	19.8	%	18.1	%

Travel trailer and fifth wheels	0.8	%	0.9	%	1.0	%	0.9	%	0.6	%

Through the first seven months of the calendar year, we increased our North American motorhome retail market share by 330 basis points. The most notable growth occurred in the Class C segment which was fueled in part by our partnership with a large rental dealer. We also experienced strong retail growth in our Class B and Class A diesel segments due to new products introduced in those categories.

Table of Contents

Presented in fiscal quarters, certain key metrics are shown below:


	Class A, B & C Motor Homes				Travel Trailers & Fifth Wheels				Class A, B & C Motorhomes							Travel Trailers & Fifth Wheels
			As of Quarter End				As of Quarter End						As of Quarter End							As of Quarter End
	Wholesale	Retail	Dealer	Order	Wholesale	Retail	Dealer	Order	Wholesale		Retail		Dealer		Order	Wholesale		Retail		Dealer		Order
(In units)	Deliveries	Registrations	Inventory	Backlog	Deliveries	Registrations	Inventory	Backlog	Deliveries		Registrations		Inventory		Backlog	Deliveries		Registrations		Inventory		Backlog
Q1	1,115	1,093	2,066	698	—	—	—	—	1,534		1,416		2,045		2,118	557		367		1,555		687
Q2	909	796	2,179	957	85	100	905	151	1,419		1,072		2,392		2,752	548		328		1,775		381
Q3	1,283	1,394	2,068	642	326	203	1,028	164	1,978		1,736		2,634		2,846	713		846		1,642		443
Q4	1,088	1,198	1,958	681	358	420	966	293	1,890		1,870		2,654		3,380	717		748		1,611		221
Fiscal 2011	4,395	4,481			769	723
Fiscal 2013									6,821		6,094					2,535		2,289

Q1	1,040	1,053	1,945	618	435	255	1,146	460	2,005		1,524		3,135		3,534	484		504		1,591		151
Q2	1,001	872	2,074	1,004	562	332	1,376	417	2,055		1,283		3,907		2,900	575		394		1,772		206
Q3(1)	1,280	1,414	1,940	1,237	646	652	1,370	505	2,331		2,783		3,798		2,357	727		724		1,775		303
Q4	1,321	1,334	1,927	1,473	695	700	1,365	411	2,364		2,183		3,979		1,899	723		777		1,721		163
Fiscal 2012	4,642	4,673			2,338	1,939
Fiscal 2014									8,755		7,773					2,509		2,399

Unit change									1,934		1,679		1,325			(26	)	110		110
Percentage change									28.4	%	27.6	%	49.9	%		(1.0	)%	4.8	%	6.8	%


⁽¹⁾	An additional 343 units were delivered but not included in Q3 2014 motorhome wholesale deliveries as presented in the table above as the units are subject to repurchase option. These units were included as retail registrations, not in dealer inventory, as the units were immediately placed into rental service once delivered. See Note 5 to the financial statements.

Highlights of Fiscal ~~2012:~~2014:

~~Revenues~~Consolidated revenues, gross profit, and operating income were significantly higher for Fiscal ~~2012~~2014 as compared to Fiscal ~~2011 with increased motor home and towable deliveries and~~

increased average selling prices for all RV products due to the mix of higher priced products delivered. Operating income for Fiscal 2012 was lower as compared to the prior period most notably due to increased inflationary pressures and higher discounts incurred during the first half of Fiscal 2012 and the fact that Fiscal 2011 results included a $3.5 million pre-tax benefit from the results of an annual physical inventory of work-in-process, due to lower actual inventory scrap and production loss.2013. Quarterly results for the past two fiscal years are illustrated as follows:


(In thousands)	Revenues				Gross Profit				Gross Margin				Operating Income (Loss)					Operating Margin				Revenues				Gross Profit				Gross Margin				Operating Income				Operating Margin
(In thousands)	2012		2011		2012		2011		2012		2011		2012			2011		2012		2011		2014		2013		2014		2013		2014		2013		2014		2013		2014		2013
Q1	$	131,837	$	123,711	$	8,496	$	11,199	6.4	%	9.1	%	$	627		$	4,925	0.5	%	4.0	%	$	222,670	193,554		$	25,962	$	20,747	11.7	%	10.7	%	$	16,006	$	9,946	7.2	%	5.1	%
Q2	131,600		106,593		6,846		11,324		5.2	%	10.6	%	(1,164		)	4,050		(0.9	)%	3.8	%	228,811		177,166		22,845		17,191		10.0	%	9.7	%	14,036		8,872		6.1	%	5.0	%
Q3	155,709		135,568		12,071		8,703		7.8	%	6.4	%	3,527			538		2.3	%	0.4	%	247,747		218,199		26,481		21,197		10.7	%	9.7	%	15,589		10,248		6.3	%	4.7	%
Q4	162,533		130,546		16,267		8,528		10.0	%	6.5	%	6,536			1,766		4.0	%	1.4	%	245,935		214,246		28,709		25,496		11.7	%	11.9	%	18,278		15,332		7.4	%	7.2	%
Total	$	581,679	$	496,418	$	43,680	$	39,754	7.5	%	8.0	%	$	9,526		$	11,279	1.6	%	2.3	%	$	945,163	$	803,165	$	103,997	$	84,631	11.0	%	10.5	%	$	63,909	$	44,398	6.8	%	5.5	%

~~Overall business started off weak in the first two quarters of~~ Operational performance:

Fiscal ~~2012, similar~~2014 wholesale motorhome deliveries and retail demand both increased by approximately 28% as compared to ~~the last two quarters of~~ Fiscal ~~2011.~~2013. As a result, ~~our first quarter operating margin was negatively impacted~~dealer inventory grew by ~~lower plant utilization due~~ nearly 50% to ~~shortened work weeks and our second quarter was negatively impacted by a higher level of discounts and sales incentives incurred.~~ ~~However, we saw marked improvement in motor home product demand in~~support the second half of Fiscal 2012, through increased sales orders and retail registration activity, thus we began to increase our weekly production rate in the third and fourth quarters in response. The growth in motor home unit shipments of 5.6% in Fiscal 2012 occurred primarily as a result of increased deliveries in our fourth fiscal quarter. This overall growth is supported by increased retail demand ~~experienced~~when comparing the same time periods. We view this as a reflection of our dealer network's confidence in our products and the overall industry. During the course of the fiscal year we continued to accelerate our motorhome production rates. This acceleration, coupled with the elimination of a key chassis supply chain constraint, allowed us to reduce our motorhome backlog to a more reasonable level of 1,899 at the end of Fiscal ~~2012.~~2014 compared to 3,380 at the end of Fiscal 2013.

As previously discussed, we entered into a new partnership with a large rental dealer. This relationship generated a new transaction for us. Not reflected in our wholesale motorhome deliveries are 343 units that we produced for this rental customer. These units are not recorded as motorhome revenue due to the fact that we agreed to repurchase 343 units at the end of the customer's rental season, however we did record operating lease income. Details of this transaction are available in Note 4 to the Financial Statements.

~~For Fiscal 2012,~~Financial performance:

Our towable products achieved our objective of being financially accretive for the fiscal year. The emphasis for the towable management team was operational improvement; most notably the focus was on cost reductions and improved pricing. Towables generated operating ~~loss~~income of ~~$744,000~~$1.3 million in Fiscal 2014 compared to an operating loss of ~~$1.5~~$3.5 million in Fiscal ~~2011. Notably, we encountered operational challenges with this subsidiary~~2013. While towable net revenue experienced modest growth of 6%, the key factors in the ~~fourth quarter of 2012 after reporting its first operationally profitable quarter~~$4.8 million improvement in operating loss to operating income were reduced costs associated with materials and warranty.

The strong growth for our motorized products has led to enhanced financial performance. Our net income in Fiscal 2014 grew 41% compared to the ~~third~~prior fiscal ~~quarter. We are working to correct the operational headwinds through personnel~~year. This was achieved by strong revenue growth, expanding gross margins and ~~process changes and still believe this subsidiary can provide significant growth opportunity in future years.~~

leveraging our operating expenses which remained flat on a year over year basis.

Table of Contents

Industry Outlook

Key statistics for the ~~motor home~~motorhome industry are as follows:


	US and Canada Industry Class A, B & C Motor Homes															US and Canada Industry Class A, B & C Motorhomes
	Wholesale Shipments⁽¹⁾							Retail Registrations⁽²⁾								Wholesale Shipments⁽¹⁾						Retail Registrations⁽²⁾
	Calendar Year							Calendar Year								Calendar Year						Calendar Year
(In units)	2011		2010	Increase (Decrease)		Change		2011			2010	Increase (Decrease)		Change		2013		2012	Increase	Change		2013			2012	Increase	Change
Q1	6,900		5,700	1,200		21.1	%	5,100			5,000	100		2.0	%	8,500		6,869	1,631	23.7	%	7,147			5,706	1,441	25.3	%
Q2	7,800		7,800	—		—	%	8,200			8,400	(200	)	(2.4	)%	10,972		7,707	3,265	42.4	%	10,909			8,206	2,703	32.9	%
Q3	5,300		6,200	(900	)	(14.5	)%	6,100			6,100	—		—	%	9,469		6,678	2,791	41.8	%	9,125			6,916	2,209	31.9	%
Q4	4,800		5,500	(700	)	(12.7	)%	4,600			4,600	—		—	%	9,391		6,944	2,447	35.2	%	6,281			4,922	1,359	27.6	%
Total	24,800		25,200	(400	)	(1.6	)%	24,000			24,100	(100	)	(0.4	)%	38,332		28,198	10,134	35.9	%	33,462			25,750	7,712	29.9	%

(In units)	2012		2011	Increase (Decrease)		Change		2012			2011	Increase (Decrease)		Change		2014		2013	Increase	Change		2014			2013	Increase	Change
Q1	6,900		6,900	—		—	%	5,700			5,100	600		11.8	%	11,125		8,500	2,625	30.9	%	8,070			7,147	923	12.9	%
Q2	7,600		7,800	(200	)	(2.6	)%	8,100			8,200	(100	)	(1.2	)%	12,203		10,972	1,231	11.2	%	12,427			10,909	1,518	13.9	%
July	2,000		1,700	300		17.6	%	2,500			2,100	400		19.0	%	3,201		2,850	351	12.3	%	3,655			3,328	327	9.8	%
August	2,500		1,900	600		31.6	%	1,900	(4	)	2,000					3,964		3,302	662	20.0	%		(4	)	2,996
September	1,900	(3)	1,700	200		11.8	%		(5	)	2,000					3,626	(3)	3,317	309	9.3	%		(4	)	2,801
Q3	6,400	(3)	5,300	1,100		20.8	%		(5	)	6,100					10,791	(3)	9,469	1,322	14.0	%		(4	)	9,125
Q4	5,100	(3)	4,800	300		6.3	%		(5	)	4,600					10,500	(3)	9,391	1,109	11.8	%		(4	)	6,281
Total	26,000	₍₃₎	24,800	1,200		4.8	%				24,000					44,619	₍₃₎	38,332	6,287	16.4	%				33,462

July year to date growth																26,529		22,322	4,207	18.8	%	24,152			21,384	2,768	12.9	%


⁽¹⁾	Class A, B and C wholesale shipments as reported by ~~RVIA, rounded to the nearest hundred.~~RVIA.


⁽²⁾	Class A, B and C retail registrations as reported by Stat Surveys for the US and Canada ~~combined, rounded to the nearest hundred.~~combined.

⁽³⁾

Monthly and quarterly ~~2012~~2014 Class A, B and C wholesale shipments ~~for September and the third and fourth calendar quarters~~ are based upon the forecast prepared by Dr. Richard Curtin of the University of Michigan Consumer Survey Research Center for RVIA and reported in the RoadSigns RV Fall ~~2012~~2014 Industry Forecast Issue. The revised RVIA annual ~~2012~~2014 wholesale shipment forecast is ~~25,100~~44,800 and the annual forecast for ~~2013~~2015 is ~~25,500.~~45,700, an increase of 2.0%.


⁽⁴⁾	~~U.S. retail registrations for Class A, B and C for August, 2012. Canadian retail registrations are not yet available.~~


⁽⁵⁾	Stat Surveys has not issued a projection for ~~2012~~2014 retail demand for this period.

~~The size of the motorized retail market for each of the past three calendar years has been less than half of what the industry norms had been prior to the recession that began in December 2007.~~

Key statistics for the towable industry are as follows:


	US and Canada Travel Trailer & Fifth Wheel Industry															US and Canada Travel Trailer & Fifth Wheel Industry
	Wholesale Shipments⁽¹⁾								Retail Registrations⁽²⁾							Wholesale Shipments⁽¹⁾							Retail Registrations⁽²⁾
	Calendar Year								Calendar Year							Calendar Year							Calendar Year
(In units)	2011			2010	Increase (Decrease)		Change		2011			2010	Increase	Change		2013			2012	Increase	Change		2013			2012	Increase	Change
Q1	54,200			49,300	4,900		9.9	%	33,400			31,100	2,300	7.4	%	66,745			60,402	6,343	10.5	%	42,987			39,093	3,894	10.0	%
Q2	66,000			62,300	3,700		5.9	%	75,000			69,400	5,600	8.1	%	79,935			71,095	8,840	12.4	%	94,717			83,990	10,727	12.8	%
Q3	47,500			48,600	(1,100	)	(2.3	)%	59,400			57,200	2,200	3.8	%	61,251			56,601	4,650	8.2	%	79,805			67,344	12,461	18.5	%
Q4	45,200			39,000	6,200		15.9	%	29,500			28,300	1,200	4.2	%	60,104			54,782	5,322	9.7	%	37,054			32,469	4,585	14.1	%
Total	212,900			199,200	13,700		6.9	%	197,300			186,000	11,300	6.1	%	268,035			242,880	25,155	10.4	%	254,563			222,896	31,667	14.2	%

(In units)	2012			2011	Increase		Change		2012			2011	Increase	Change		2014			2013	Increase	Change		2014			2013	Increase	Change
Q1	60,400			54,200	6,200		11.4	%	38,600			33,400	5,200	15.6	%	75,458			66,745	8,713	13.1	%	45,873			42,987	2,886	6.7	%
Q2	71,100			66,000	5,100		7.7	%	79,000			75,000	4,000	5.3	%	85,648			79,935	5,713	7.1	%	98,754			94,717	4,037	4.3	%
July	19,600			15,100	4,500		29.8	%	22,900			22,500	400	1.8	%	23,691			22,083	1,608	7.3	%	32,111			31,306	805	2.6	%
August	21,000			18,100	2,900		16.0	%		(4	)	20,900				21,370			20,797	573	2.8	%		(4	)	27,935
September	16,500	(3	)	14,300	2,200		15.4	%		(4	)	16,000				19,672	(3	)	18,371	1,301	7.1	%		(4	)	20,564
Q3	57,100	(3	)	47,500	9,600		20.2	%		(4	)	59,400				64,733	(3	)	61,251	3,482	5.7	%		(4	)	79,805
Q4	48,200	(3	)	45,200	3,000		6.6	%		(4	)	29,500				62,400	(3	)	60,104	2,296	3.8	%		(4	)	37,054	`
Total	236,800	(3	)	212,900	23,900		11.2	%				197,300				288,239	(3	)	268,035	20,204	7.5	%				254,563

July year to date growth																184,797			168,763	16,034	9.5	%	176,738			169,010	7,728	4.6	%


⁽¹⁾	Towable wholesale shipments as reported by ~~RVIA, rounded to the nearest hundred.~~RVIA.


⁽²⁾	Towable retail registrations as reported by Stat Surveys for the US and Canada ~~combined, rounded to the nearest hundred.~~combined.

~~Table of Contents~~

⁽³⁾

Monthly and quarterly ~~2012~~2014 towable wholesale shipments ~~for September and the third and fourth calendar quarters~~ are based upon the forecast prepared by Dr. Richard Curtin of the University of Michigan Consumer Survey Research Center for RVIA and reported in the RoadSigns RV Fall ~~2012~~2014 Industry Forecast Issue. The revised annual ~~2012~~2014 wholesale shipment forecast is ~~234,700~~291,100 and the annual forecast for ~~2013~~2015 is ~~238,400.~~

301,400, an increase of 3.5%.


⁽⁴⁾	~~Statistical~~Stat Surveys has not issued a projection for ~~2012~~2014 retail demand for this period.

~~The towable retail market has not been as negatively impacted in recent years as the motorized market. The size~~

Table of the towable market was nearly nine times larger than the motorized market on a unit basis in Calendar 2011. This is primarily due to the fact that average price of a towable unit is considerably less than a motor home.Contents

Company Outlook

Based on our profitable operating results in ~~Fiscal 2012 and Fiscal 2011,~~recent years, we believe that we have demonstrated our ability to maintain our liquidity, cover operations costs, recover fixed assets, and maintain physical capacity at present levels. Now that we have entered into the towable market, we ~~have the potential~~are attempting to grow revenues and earnings in a market significantly larger than the motorized market.

In Fiscal 2014 our motorhome shipments increased by approximately 28% compared to the forecasted industry growth rate for calendar 2014 of 16.4%. We believe this demonstrates that our dealer network and ultimately the retail consumer have a strong demand for our products. This is driven in part by the new products that we have introduced in recent periods.

During the course of the fiscal year we continued to accelerate our motorhome production rates. As ~~evidenced~~a result we produced nearly 30% more units in Fiscal 2014. This acceleration, coupled with the ~~table below,~~elimination of a key supply chain constraint of Class A gas chassis, allowed us to reduce our ~~sales order~~motorhome backlog to 1,899 at the end of ~~Fiscal 2012 significantly increased as compared~~the fiscal year. We expect to the end of Fiscal 2011. It has also increased sequentially from the end of our Fiscal 2012 third quarter, as previously illustrated. We believe the increase is a result of the positive dealer response to our new 2013 model year products introduced in late spring and increased retail registration activity of our products this past summer. As a result of the improved demand, we ramped up production throughout the fourth quarter of Fiscal 2012. We will continue to increase production during Fiscal ~~2013~~2015 to ~~meet~~align the growing demand for our products, while managing constraints as they ~~present themselves~~may occur in relation to labor and component parts.

~~We believe that the level of our dealer inventory at the end of Fiscal 2012 is lower than what it should be given the improved retail demand and increased sales order backlog of our product.~~

Our unit order backlog was as follows:


	As Of													As Of
(In units)	August 25, 2012				August 27, 2011				Increase (Decrease)			% Change		August 30, 2014				August 31, 2013				(Decrease) Increase			% Change
Class A gas	642		43.6	%	230		33.8	%	412			179.1	%	338		17.8	%	1,405		41.6	%	(1,067		)	(75.9	)%
Class A diesel	333		22.6	%	177		26.0	%	156			88.1	%	302		15.9	%	607		18.0	%	(305		)	(50.2	)%
Total Class A	975		66.2	%	407		59.8	%	568			139.6	%	640		33.7	%	2,012		59.5	%	(1,372		)	(68.2	)%
Class B	118		8.0	%	71		10.4	%	47			66.2	%	323		17.0	%	300		8.9	%	23			7.7	%
Class C	380		25.8	%	203		29.8	%	177			87.2	%	936		49.3	%	1,068		31.6	%	(132		)	(12.4	)%
Total motor home backlog⁽¹⁾	1,473		100.0	%	681		100.0	%	792			116.3	%
Total motorhome backlog⁽¹⁾														1,899		100.0	%	3,380		100.0	%	(1,481		)	(43.8	)%

Travel trailer	306		74.5	%	187		63.8	%	119			63.6	%	134		82.2	%	180		81.4	%	(46		)	(25.6	)%
Fifth wheel	105		25.5	%	106		36.2	%	(1		)	(0.9	)%	29		17.8	%	41		18.6	%	(12		)	(29.3	)%
Total towable backlog⁽¹⁾	411		100.0	%	293		100.0	%	118			40.3	%	163		100.0	%	221		100.0	%	(58		)	(26.2	)%

Approximate backlog revenue in thousands	Approximate backlog revenue in thousands													Approximate backlog revenue in thousands
Motor home	$	163,725			$	74,704			$	89,021		119.2	%
Motorhome														$	172,575			$	346,665			$	(174,090	)	(50.2	)%
Towable	$	8,776			$	6,669			$	2,107		31.6	%	$	3,750			$	4,744			$	(994	)	(21.0	)%


⁽¹⁾	We include in our backlog all accepted purchase orders from dealers to be shipped within the next six months. Orders in backlog can be canceled or postponed at the option of the dealer at any time without penalty and, therefore, backlog may not necessarily be an accurate measure of future sales.

Our unit dealer inventory was as follows:



	August 30, 2014	August 31, 2013	Increase	% Change
Motorhomes	3,979	2,654	1,325	49.9	%
Towables	1,721	1,611	110	6.8	%

We believe that the level of our dealer inventory at the end of Fiscal 2014 is reasonable given the improved retail demand and current sales order backlog of our product. We have introduced a number of new products in the past year (Class B: Travato; Class C: Trend, Viva; Class A diesel: Forza, Solei), many of these products were delivered to the dealers during Fiscal 2014 for their initial stocking. These innovative products have generated additional retail demand and we believe will continue to do so. We have also expanded our points of distribution for these new product offerings in the past year as our dealer locations have increased 11.8%, which is another factor contributing to our dealer inventory growth.

Impact of Inflation

Materials cost is the primary component in the cost of our products. Historically, the impact of inflation on our operations has not been significantly detrimental, as we have usually been able to adjust our prices to reflect the inflationary impact on the cost of manufacturing our products. While we have historically been able to pass on these increased costs, in the event we are unable to continue to do so due to market conditions, future increases in manufacturing costs could have a material adverse effect on our results of operations.

Table of Contents

Results of Operations

Fiscal ~~2012~~2014 Compared to Fiscal ~~2011~~2013

The following is an analysis of changes in key items included in the statements of operations for the fiscal year ended August ~~25, 2012~~30, 2014 compared to the fiscal year ended August ~~27, 2011~~31, 2013:


	Year Ended															Year Ended
(In thousands, except percent and per share data)	August 25, 2012			% of Revenues⁽¹⁾		August 27, 2011			% of Revenues⁽¹⁾		Increase (Decrease)			% Change		August 30, 2014			% of Revenues⁽¹⁾		August 31, 2013		% of Revenues⁽¹⁾		Increase (Decrease)			% Change
Net revenues	$	581,679		100.0	%	$	496,418		100.0	%	$	85,261		17.8	%	$	945,163		100.0	%	$	803,165	100.0	%	$	141,998		17.7	%
Cost of goods sold	537,999			92.5	%	456,664			92.0	%	81,335			17.8	%	841,166			89.0	%	718,534		89.5	%	122,632			17.1	%
Gross profit	43,680			7.5	%	39,754			8.0	%	3,926			9.9	%	103,997			11.0	%	84,631		10.5	%	19,366			22.9	%

Selling	16,837			2.9	%	14,251			2.9	%	2,586			18.1	%	18,293			1.9	%	18,318		2.3	%	(25		)	(0.1	)%
General and administrative	17,267			3.0	%	14,263			3.0	%	3,004			21.1	%	22,424			2.4	%	21,887		2.7	%	537			2.5	%
Assets held for sale impairment and (gain), net	50			—	%	(39		)	—	%	89			NMF
(Gain) loss on real estate																(629		)	(0.1	)%	28		—	%	(657		)	NMF
Operating expenses	34,154			5.9	%	28,475			5.7	%	5,679			19.9	%	40,088			4.2	%	40,233		5.0	%	(145		)	(0.4	)%

Operating income	9,526			1.6	%	11,279			2.3	%	(1,753		)	—	%	63,909			6.8	%	44,398		5.5	%	19,511			43.9	%
Non-operating income	581			0.1	%	658			0.1	%	(77		)	(11.7	)%	768			0.1	%	696		0.1	%	72			10.3	%
Income before income taxes	10,107			1.7	%	11,937			2.4	%	(1,830		)	(15.3	)%	64,677			6.8	%	45,094		5.6	%	19,583			43.4	%
(Benefit) provision for taxes	(34,865		)	(6.0	)%	94			—	%	(34,959		)	NMF
Provision (benefit) for taxes																19,624			2.1	%	13,141		1.6	%	6,483			49.3	%
Net income	$	44,972		7.7	%	$	11,843		2.4	%	$	33,129		279.7	%	$	45,053		4.8	%	$	31,953	4.0	%	$	13,100		41.0	%
Diluted income per share	$	1.54				$	0.41				$	1.13		275.6	%	$	1.64				$	1.13			$	0.51		45.1	%
Diluted average shares outstanding	29,207					29,148										27,545					28,170

⁽¹⁾ Percentages may not add due to rounding differences.

Unit deliveries and ASP, net of discounts, consisted of the following:


	Year Ended													Year Ended
(In units)	August 25, 2012		Product Mix % ⁽¹⁾		August 27, 2011		Product Mix %⁽¹⁾		Increase (Decrease)			% Change		August 30, 2014		Product Mix % ⁽¹⁾		August 31, 2013		Product Mix %⁽¹⁾		Increase (Decrease)			% Change
Motor homes:
Motorhomes:
Class A gas	1,648		35.5	%	1,518		34.5	%	130			8.6	%	3,056		34.9	%	2,446		35.9	%	610			24.9	%
Class A diesel	931		20.1	%	918		20.9	%	13			1.4	%	1,410		16.1	%	1,315		19.3	%	95			7.2	%
Total Class A	2,579		55.6	%	2,436		55.4	%	143			5.9	%	4,466		51.0	%	3,761		55.1	%	705			18.7	%
Class B ⁽²⁾	319		6.9	%	103		2.3	%	216			209.7	%	751		8.6	%	372		5.5	%	379			101.9	%
Class C	1,744		37.6	%	1,856		42.2	%	(112		)	(6.0	)%	3,538		40.4	%	2,688		39.4	%	850			31.6	%
Total motor home deliveries	4,642		100.0	%	4,395		100.0	%	247			5.6	%
Total motorhome deliveries														8,755		100.0	%	6,821		100.0	%	1,934			28.4	%

ASP (in thousands)(1)	$	105			$	102			$	4		3.4	%	$	96			$	105			$	(8	)	(7.8	)%

Towables:
Travel trailer	1,372		58.7	%	575		74.8	%	797			397.9	%	2,052		81.8	%	2,038		80.4	%	14			0.7	%
Fifth wheel	966		41.3	%	194		25.2	%	772			138.6	%	457		18.2	%	497		19.6	%	(40		)	(8.0	)%
Total towable deliveries	2,338		100.0	%	769		100.0	%	1,569			204.0	%	2,509		100.0	%	2,535		100.0	%	(26		)	(1.0	)%

ASP (in thousands)(1)	$	24			$	21			$	3		12.6	%	$	23			$	21			$	2		8.6	%

⁽¹⁾ Percentages and dollars may not add due to rounding differences.

⁽²⁾~~Increase in Class B deliveries in Fiscal 2012 is due to the fact that we did not produce this product during model year 2011 but resumed~~

~~production for model year 2012 in the last quarter of Fiscal 2011.~~

Table of Contents

Net revenues consisted of the following:


	Year Ended													Year Ended
(In thousands)	August 25, 2012				August 27, 2011				Increase (Decrease)			% Change		August 30, 2014				August 31, 2013				Increase		% Change
Motor homes ⁽¹⁾	$	483,532	83.1	%	$	443,232	89.3	%	$	40,300		9.1	%
Motorhomes ⁽¹⁾														$	853,488	90.3	%	$	718,580	89.5	%	$	134,908	18.8	%
Towables ⁽²⁾	56,784		9.8	%	16,712		3.4	%	40,072			100.0	%	58,123		6.1	%	54,683		6.8	%	3,440		6.3	%
Motor home parts and services	12,661		2.2	%	13,105		2.6	%	(444		)	(3.4	)%
Other manufactured products	28,702		4.9	%	23,369		4.7	%	5,333			22.8	%	33,552		3.6	%	29,902		3.7	%	3,650		12.2	%
Total net revenues	$	581,679	100.0	%	$	496,418	100.0	%	$	85,261		17.2	%	$	945,163	100.0	%	$	803,165	100.0	%	$	141,998	17.7	%


⁽¹⁾	~~Motor home unit revenue less discounts, sales promotions~~Includes motorhome units, parts, and ~~incentives, and accrued loss on repurchase adjustments.~~services


⁽²⁾	Includes towable units and ~~parts.~~parts

The increase in ~~motor home~~motorhome net revenues of $~~40.3~~134.9 million or ~~9.1%~~18.8% was primarily attributed to ~~both an increase in motor home ASP of~~ ~~3.4%~~ ~~and~~ a ~~5.6%~~28.4% increase in unit deliveries driven by higher dealer and retail consumer demand when compared to Fiscal ~~2011~~2013. ~~The increase in motor home~~ ASP ~~was primarily a result of more higher-priced Class A diesel units sold~~decreased 7.8% in Fiscal ~~2012~~2014. due to new products introduced in all classes at lower price points during the year.

Towables revenues were $~~56.8~~58.1 million in Fiscal ~~2012~~2014~~. SunnyBrook, which was acquired in the second quarter of Fiscal 2011, had~~ compared to revenues of $~~16.7~~54.7 million in Fiscal ~~2011~~2013. ASP increased 8.6% and towable unit deliveries decreased by 1.0%.

One contributing factor to the increase in unit deliveries during Fiscal 2014 relates to revised shipping terms with our dealers. Effective in the first quarter of Fiscal 2014, we entered into revised dealer agreements to change our shipping terms so that title and risk of loss passes to our dealers upon acceptance of the unit by an independent transportation company for delivery which is standard industry practice. As a result of this term change, an additional $40.8 million of revenue was recognized in Fiscal 2014, which represented units in possession of the transportation company in-transit to the dealer. In Fiscal 2013, such revenues would have been recognized in the next fiscal year. Conversely, due to our 52/53 week fiscal year convention, Fiscal 2013 had an extra week in the first quarter as compared to Fiscal 2014 resulting in an additional $13.8 million of revenue recognized in the prior year first quarter. The net effect of these two timing items resulted in a positive impact of $27.0 million when comparing Fiscal 2014 to Fiscal 2013.

Cost of goods sold was $~~538.0~~841.2 million, or ~~92.5%~~89.0% of net revenues for Fiscal ~~2012~~2014 compared to $~~456.7~~718.5 million, or ~~92.0%~~89.5% of net revenues for Fiscal ~~2011~~2013 due to the following:

Total variable costs (materials, direct labor, variable overhead, delivery expense and warranty), as a percent of net revenues, ~~increased to~~were ~~85.3%~~83.7% ~~this year from~~ ~~84.0%~~ ~~last year which was due to inflationary commodity pressures experienced~~ in ~~the first half of the fiscal year that were not passed on. Also impacting our variable costs were the following two significant items:~~both years.


◦	In Fiscal 2011, our variable costs were positively impacted by a $3.5 million favorable inventory adjustment as a result of the annual physical inventory. This adjustment in the aggregate favorably impacted our material, labor, variable overhead and fixed overhead costs by 0.7% as a percentage of net revenues in Fiscal 2011.


◦	~~Our variable costs were favorably impacted by~~ ~~$613,000, or 0.1%, of net revenues for Fiscal 2012 due to a LIFO inventory gain as a result of deflation, as compared to LIFO inventory expense of~~ ~~$2.1 million, or 0.4%, of net revenues for Fiscal 2011.~~

Fixed overhead (manufacturing support labor, depreciation and facility costs) and research and development-related costs decreased to ~~7.1%~~5.3% of net revenues compared to ~~8.0%~~5.7% ~~for Fiscal 2011. With similar spending levels, the~~. The difference was due primarily to increased revenues in Fiscal ~~2012.~~2014.

All factors considered, gross profit ~~decreased~~increased from ~~8.0%~~10.5% to ~~7.5%~~11.0% of net revenues.

Selling expenses ~~increased $~~decreased to ~~2.6 million~~1.9%~~, or~~ from ~~18.1%~~2.3%, of net revenues in Fiscal ~~2012. The expense increase was primarily due to selling expenses associated with Towables and increases in advertising expenses. As a percent of net revenues, selling expenses were~~ ~~2.9%~~ ~~in both~~ ~~Fiscal 2012~~2014 and Fiscal ~~2011~~2013., respectively. The decrease was due primarily to increased revenues in Fiscal 2014, as selling expenses were flat year over year.

General and administrative expenses were 2.4% and 2.7% of net revenues in Fiscal 2014 and Fiscal 2013, respectively. The decrease was due primarily to increased revenues in Fiscal 2014. General and administrative expenses increased $~~3.0 million~~537,000, or ~~21.1%~~2.5%, in Fiscal ~~2012~~2014. This increase was due primarily to ~~increases~~a reduction of ~~$2.1 million~~rental income as a result of the sale of one of our warehouse properties in ~~incentives~~Fiscal 2014 and ~~increases in Towable operating expenses,~~was partially offset by ~~a reduction of legal expenses. As a percent of net revenues, general and administrative expenses were~~ ~~3.0%~~ ~~and~~ ~~2.9%~~approximately $550,000 additional amortization on our Towables intangible assets in Fiscal ~~2012~~ ~~and~~ ~~Fiscal 2011, respectively.~~2013 (see Note 6).

During the second quarter of Fiscal ~~2011~~2014, we ~~realized~~sold a warehouse facility in Forest City, Iowa, resulting in a gain of $644,000 on the sale of an idled assembly facility (CCMF) and recorded an impairment of $605,000 on our Hampton facility, both assets held for sale. In the fourth quarter of Fiscal 2012 we recorded an additional impairment of $50,000 on the Hampton facility.$629,000. See Note 65.

Non-operating income ~~decreased~~increased $~~77,000~~72,000 or ~~11.7%~~10.3%, in Fiscal ~~2012~~2014. ~~This difference is primarily due to lower investment income.~~ We ~~also~~ received proceeds from COLI policies in both Fiscal ~~2012~~2014 and Fiscal ~~2011~~2013. See Note 1312.

~~Table of Contents~~

The overall effective income tax rate for ~~this year~~Fiscal 2014 was ~~a benefit of~~ ~~(345.0)%~~30.3% compared to ~~an expense of~~ ~~0.8%~~29.1% ~~last year. The following table breaks down the two aforementioned tax rates:~~

Year Ended
August 25, 2012 August 27, 2011
(In thousands) Amount
Effective
Rate
Amount
Effective
Rate
Tax expense on current operations $ 2,914
28.8 % $ 2,597
21.7 %
Valuation allowance decrease (37,681 ) (372.8 )%
(2,013 ) (16.8 )%
Uncertain tax positions settlements and adjustments (159 ) (1.6 )% (490 ) (4.1 )%
Amended tax returns 61
0.6 % —
— %
Total (benefit) provision for taxes $ (34,865 ) (345.0 )% $ 94
0.8 %

~~Tax expense on current operations~~

The primary reason for the increase in the overall effective tax expense rate on current operations is lower income tax credits and an increase in state taxes for this year compared to last year. Significant permanent deductions are income tax credits and tax-free income from COLI and student loan-related tax exempt securities. For further discussion of income taxes (which includes a reconciliation of the US statutory income tax rate to our effective tax rate), see ~~Note 12~~.

~~Valuation allowance decrease~~

At the end of the fourth quarter of Fiscal 2012, we re-established almost all remaining deferred tax assets due to the fact that we are now in a three-year historical cumulative income position as opposed to a three-year historical loss position and that we have a positive future outlook. This resulted in a non-cash tax benefit of ~~$37.7 million~~ ~~through the reduction of our valuation allowance. For further discussion of deferred tax assets (which includes a table of all types of deferred tax assets), see~~ ~~Note 12~~.

~~During the fourth quarter of Fiscal 2011, we re-established a portion of our deferred tax assets due to the taxable earnings achieved~~ in Fiscal ~~2011 which increased the likelihood~~2013. The overall increase is primarily a result of ~~realizing a portion~~higher level of gross deferred tax assets in the future. This resulted in a tax benefit of $649,000 through the reduction of our valuation allowance. Also, the sale of CCMF resulted in a tax loss even though we incurred a gain for accounting purposes and we were able to utilize the associated deferred tax assets of $685,000 as a current tax deduction and reduce the related valuation allowance accordingly. We were also able to utilize NOLs and tax credit deferred tax assets established in the prior year of $479,000 due to taxablepre-tax book income earned in Fiscal ~~2011 and reduce the related valuation allowance accordingly.~~

~~Uncertain tax positions settlements and adjustments~~

~~During~~2014 compared to Fiscal ~~2012, benefits of~~ ~~$159,000~~2013, as certain permanent deductions (tax-free income from COLI) recorded during Fiscal 2014 were ~~recorded as a result~~relatively flat in dollar value compared to the prior year and legislation for various applicable tax credits expired on December 31, 2013; therefore our projected benefits for these tax credits are limited to four months of ~~adjustments to uncertain tax positions. During Fiscal 2011, benefits of~~ ~~$490,000~~ ~~were recorded as a result of adjustments to uncertain tax positions. For further discussion of income taxes, see~~our fiscal year. See Note 1211.

Net income and diluted income per share were $~~45.0~~45.1 million and $~~1.54~~1.64 per share, respectively, for Fiscal ~~2012~~2014. In Fiscal ~~2011~~2013, the net income was ~~$11.8~~$32.0 million and diluted income was $~~0.41~~1.13 per share.

1817

Table of Contents

Fiscal ~~2011~~2013 Compared to Fiscal ~~2010~~2012

The following is an analysis of changes in key items included in the statements of operations for the fiscal year ended August ~~27, 2011~~31, 2013 compared to the fiscal year ended August ~~28, 2010~~25, 2012:


	Year Ended															Year Ended
(In thousands, except percent and per share data)	August 27, 2011			% of Revenues⁽¹⁾		August 28, 2010			% of Revenues⁽¹⁾		Increase (Decrease)			% Change		August 31, 2013		% of Revenues⁽¹⁾		August 25, 2012			% of Revenues⁽¹⁾		Increase (Decrease)			% Change
Net revenues	$	496,418		100.0	%	$	449,484		100.0	%	$	46,934		10.4	%	$	803,165	100.0	%	$	581,679		100.0	%	$	221,486		38.1	%
Cost of goods sold	456,664			92.0	%	423,217			94.2	%	33,447			7.9	%	718,534		89.5	%	537,999			92.5	%	180,535			33.6	%
Gross profit	39,754			8.0	%	26,267			5.8	%	13,487			51.3	%	84,631		10.5	%	43,680			7.5	%	40,951			93.8	%

Selling	14,251			2.9	%	12,724			2.8	%	1,527			12.0	%	18,318		2.3	%	16,837			2.9	%	1,481			8.8	%
General and administrative	14,263			2.9	%	13,023			2.9	%	1,240			9.5	%	21,887		2.7	%	17,267			3.0	%	4,620			26.8	%
Assets held for sale impairment and gain, net	(39		)	—	%	—			—	%	(39		)	NMF
Loss on real estate																28		—	%	50			—	%	(22		)	NMF
Operating expenses	28,475			5.7	%	25,747			5.7	%	2,728			10.6	%	40,233		5.0	%	34,154			5.9	%	6,079			17.8	%

Operating income	11,279			2.3	%	520			0.1	%	10,759			NMF		44,398		5.5	%	9,526			1.6	%	34,872			NMF
Non-operating income	658			0.1	%	222			—	%	436			196.4	%	696		0.1	%	581			0.1	%	115			19.8	%
Income before income taxes	11,937			2.4	%	742			0.2	%	11,195			NMF		45,094		5.6	%	10,107			1.7	%	34,987			NMF
Provision (benefit) for taxes	94			—	%	(9,505		)	(2.1	)%	9,599			101.0	%	13,141		1.6	%	(34,865		)	(6.0	)%	48,006			NMF
Net income	$	11,843		2.4	%	$	10,247		2.3	%	$	1,596		15.6	%	$	31,953	4.0	%	$	44,972		7.7	%	$	(13,019	)	(28.9	)%
Diluted income per share	$	0.41				$	0.35				$	0.06		17.1	%	$	1.13			$	1.54				$	(0.41	)	(26.6	)%
Diluted average shares outstanding	29,148					29,101										28,170				29,207


⁽¹⁾	Percentages may not add due to rounding differences.

Unit deliveries and ASP, net of discounts, consisted of the following:


	Year Ended													Year Ended
(In units)	August 27, 2011		Product Mix %⁽¹⁾		August 28, 2010		Product Mix %⁽¹⁾		Increase (Decrease)			% Change		August 31, 2013		Product Mix %⁽¹⁾		August 25, 2012		Product Mix %⁽¹⁾		Increase (Decrease)			% Change
Motor homes:
Motorhomes:
Class A gas	1,518		34.5	%	1,483		33.4	%	35			2.4	%	2,446		35.9	%	1,648		35.5	%	798			48.4	%
Class A diesel	918		20.9	%	969		21.9	%	(51		)	(5.3	)%	1,315		19.3	%	931		20.1	%	384			41.2	%
Total Class A	2,436		55.4	%	2,452		55.3	%	(16		)	(0.7	)%	3,761		55.1	%	2,579		55.6	%	1,182			45.8	%
Class B	103		2.3	%	236		5.3	%	(133		)	(56.4	)%	372		5.5	%	319		6.9	%	53			16.6	%
Class C	1,856		42.2	%	1,745		39.4	%	111			6.4	%	2,688		39.4	%	1,744		37.6	%	944			54.1	%
Total motor home deliveries	4,395		100.0	%	4,433		100.0	%	(38		)	(0.9	)%
Total motorhome deliveries														6,821		100.0	%	4,642		100.0	%	2,179			46.9	%

ASP (in thousands)(1)	$	102			$	96			$	6		6.3	%	$	105			$	105			$	(1	)	(0.9	)%

Towables:
Travel trailer	575		74.8	%										2,038		80.4	%	575		58.7	%	666			115.8	%
Fifth wheel	194		25.2	%										497		19.6	%	194		41.3	%	(469		)	(241.8	)%
Total towable deliveries	769		100.0	%										2,535		100.0	%	769		100.0	%	197			25.6	%

ASP (in thousands)(1)	$	21												$	21			$	24			$	(3	)	(10.5	)%


⁽¹⁾	Percentages and dollars may not add due to rounding differences.

1918

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Net revenues consisted of the following:


	Year Ended													Year Ended
(In thousands)	August 27, 2011				August 28, 2010				Increase (Decrease)			% Change		August 31, 2013				August 25, 2012				Increase (Decrease)			% Change
Motor homes ⁽¹⁾	$	443,232	89.3	%	$	415,277	92.4	%	$	27,955		6.7	%
Motorhomes ⁽¹⁾														$	704,472	87.7	%	$	483,532	83.1	%	$	220,940		45.7	%
Towables ⁽²⁾	16,712		3.4	%	—		—	%	16,712			100.0	%	54,683		6.8	%	56,784		9.8	%	(2,101		)	(3.7	)%
Motor home parts and services	13,105		2.6	%	13,655		3.0	%	(550		)	(4.0	)%
Motorhome parts and services														14,108		1.8	%	12,661		2.2	%	1,447			11.4	%
Other manufactured products	23,369		4.7	%	20,552		4.6	%	2,817			13.7	%	29,902		3.7	%	28,702		4.9	%	1,200			4.2	%
Total net revenues	$	496,418	100.0	%	$	449,484	100.0	%	$	46,934		10.4	%	$	803,165	100.0	%	$	581,679	100.0	%	$	221,486		38.1	%


⁽¹⁾	~~Motor home unit revenue less discounts, sales promotions~~Includes motorhome units, parts and ~~incentives, and accrued loss on repurchase adjustments.~~service


⁽²⁾	Includes towable units and parts.

The increase in ~~motor home~~motorhome net revenues of ~~$28.0~~$222.4 million or ~~6.7% in Fiscal 2011~~44.8% was ~~entirely~~primarily attributed to ana 46.9% increase in ~~motor home ASP, which was also 6.7%, as~~ unit deliveries ~~were essentially flat~~driven by higher dealer and retail consumer demand when compared to Fiscal ~~2010. The increase in motor home~~2012. ASP ~~was primarily a result of more higher-priced Class A diesel units sold~~decreased 0.9% in Fiscal ~~2011.~~2013.

Towables revenues ~~of $16.7~~were $54.7 million ~~were incremental~~ in Fiscal ~~2011 and represented revenue since~~2013 compared to revenues of $56.8 million in Fiscal 2012. Although towable unit deliveries increased by 8.4%, the ~~SunnyBrook acquisition date~~growth was more than offset by an ASP decline of ~~December 29, 2010.~~10.5%.

Cost of goods sold was ~~$456.7~~$718.5 million, or ~~92.0%~~89.5% of net revenues for Fiscal ~~2011~~2013 compared to ~~$423.2~~$538.0 million, or ~~94.2%~~92.5% of net revenues for Fiscal ~~2010~~2012 due to the following:

Total variable costs (materials, direct labor, variable overhead, delivery expense and warranty), as a percent of net revenues, decreased to ~~84.0% in Fiscal 2011~~83.7% this year from ~~85.2% in Fiscal 2010 which was primarily a result of~~85.3% mainly due to decreased material costs and increased ~~sales volume. Also impacting our variable costs were the following two significant items:~~operating efficiencies.

◦

Our variable costs were positively impacted by an inventory adjustment as a result of the annual physical inventory performed in the second quarter of Fiscal 2011. The favorable adjustment was the result of lower actual inventory scrap and production material loss than recent historical experience, which had the effect of increasing gross profit and inventories by $3.5 million. Conversely, a negative inventory adjustment of $600,000 was recorded in the fourth quarter of Fiscal 2011 as a result of a Towables physical inventory. These adjustments in the aggregate favorably impacted our material, labor, variable overhead and fixed overhead costs by 0.6% as a percentage of net revenues.


◦	Our variable costs were unfavorably impacted by $2.1 million, or 0.4%, of net revenues in Fiscal 2011 due to LIFO inventory expense, as compared to a LIFO inventory gain on liquidation of $783,000, or 0.2%, of net revenues in Fiscal 2010. This increase was due to inflation and higher inventory levels in Fiscal 2011.

Fixed overhead (manufacturing support labor, depreciation and facility costs) and research and development-related costs decreased to ~~8.0%~~5.7% of net revenues compared to ~~8.9% in Fiscal 2010. With similar spending levels, the~~7.1%. The difference was due primarily to increased revenues in Fiscal ~~2011.~~2013.

All factors considered, gross profit increased from 7.5% to ~~8.0%~~10.4% of net revenues.

Selling expenses decreased to 2.3% from 2.9% of net revenues in Fiscal ~~2011 from 5.8% of net revenues in~~2013 and Fiscal ~~2010.~~

~~Selling~~2012, respectively. However, selling expenses increased $1.5 million, or ~~12.0%~~8.8%, in Fiscal ~~2011.~~2013. The expense increase was primarily due to ~~operating~~increased wage-related expenses ~~associated with Towables~~of $680,000 and ~~increases in~~ advertising ~~and wage-related expenses. As a percent~~expenses of ~~net revenues, selling expenses were 2.9% and 2.8% in Fiscal 2011 and Fiscal 2010, respectively.~~$440,000.

General and administrative expenses were 2.7% and 3.0% of net revenues in Fiscal 2013 and Fiscal 2012, respectively. General and administrative expenses increased ~~$1.2~~$4.6 million, or ~~9.5%~~26.8%, in Fiscal ~~2011.~~2013. This increase was due primarily to ~~increases~~an increase of $3.7 million in wage-related ~~expenses of $1.4 million and legal expenses of $1.1 million, partially offset by~~expenses. We also recorded approximately $550,000 additional amortization on our Towables intangible assets in Fiscal 2013 due to a decrease in ~~product liability expenses of $830,000. As a percent of net revenues, general and administrative expenses were flat year over year at 2.9%.~~the estimated useful lives.

InDuring the first quarter of Fiscal ~~2011~~2013 we realized a ~~gain~~loss of ~~$644,000~~$28,000 on the sale of ~~CCMF, an idled assembly facility in Charles City, Iowa, one of our assets held for sale. Conversely, an impairment of $605,000 was recorded in the third quarter of Fiscal 2011 on~~ our Hampton, ~~facility.~~Iowa property. See Note 65.

Non-operating income increased ~~$436,000~~$115,000 or ~~196.4%~~19.8%, in Fiscal ~~2011.~~2013. This difference is primarily ~~the result~~due to decreased line of ~~incurring a one-time expense of $375,000 in Fiscal 2010 to terminate a~~ credit ~~and security agreement with Wells Fargo.~~expenses which was partially offset by lower investment income. We also received proceeds from COLI policies ~~during~~in both Fiscal ~~2011, partially offset by lower investment income.~~2013 and Fiscal 2012. See Note 1312.

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The overall effective income tax rate for ~~Fiscal 2011~~FIscal 2013 was an expense of ~~0.8%~~29.1% compared to a benefit of ~~1,281.0%~~ ~~for~~ ~~Fiscal 2010. The following table breaks down the two aforementioned tax rates:~~

Year Ended
August 27, 2011 August 28, 2010
(In thousands) Amount
Effective
Rate
Amount
Effective
Rate
Tax expense on current operations $ 2,597
21.7 % $ 667
89.9 %
Valuation allowance decrease (2,013 ) (16.8 )% (5,456 ) (735.3 )%
Uncertain tax positions settlements and adjustments (490 ) (4.1 )% (3,195 ) (430.6 )%
Amended state returns and other items —
— % (1,521 ) (205.0 )%
Total provision (benefit) for taxes $ 94
0.8 % $ (9,505 ) (1,281.0 )%

~~Tax expense on current operations~~

~~The primary reason for the decrease in the overall effective tax expense rate on current operations was the relationship between our higher pre-tax income~~(345.0)% in Fiscal 2011 relative to the permanent financial accounting to taxable income (loss) adjustments for Fiscal 2011 compared to Fiscal 2010. Significant permanent deductions were income tax credits and tax-free income from COLI and student loan-related tax exempt securities.2012. For further discussion of income taxes (which includes a reconciliation of the US statutory income tax rate to our effective tax rate), see Note 1211. The following table breaks down the two aforementioned tax rates:



	Year Ended
	August 31, 2013					August 25, 2012
(In thousands)	Amount			Effective Rate		Amount			Effective Rate
Tax expense on current operations	$	13,551		30.0	%	$	2,914		28.8	%
Valuation allowance	73			0.2	%	(37,681		)	(372.8	)%
Uncertain tax positions settlements and adjustments	(483		)	(1.1	)%	(159		)	(1.6	)%
Amended tax returns	—			—	%	61			0.6	%
Total provision (benefit) for taxes	$	13,141		29.1	%	$	(34,865	)	(345.0	)%

Tax expense on current operations: The primary reason for the increase in the overall effective tax expense rate on current operations in Fiscal 2013 was due to higher pretax income from operations compared to Fiscal 2012. Significant permanent deductions include domestic production activities deduction, income tax credits and tax-free income from COLI and student loan-related tax exempt securities.

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Valuation ~~allowance decrease~~

allowance: During Fiscal 2013, adjustments to the realizable value of certain deferred tax assets were recorded. This resulted in a non-cash tax expense of $73,000 through the increase of our valuation allowance. At the end of the fourth quarter of Fiscal ~~2011,~~2012, we re-established ~~a portion of our~~almost all remaining deferred tax assets due to the ~~taxable earnings achieved~~fact that we were in ~~Fiscal 2011 which increased the likelihood of realizing~~ a ~~portion of gross deferred tax assets in the future.~~three-year historical cumulative income position as opposed to a three-year historical loss position and that we had a positive future outlook. This resulted in a non-cash tax benefit of ~~$649,000~~$37.7 million through the reduction of our valuation allowance. Also, the sale of CCMF resulted in a tax loss even though we incurred a gain for accounting purposes and we were able to utilize the associated deferred tax assets of $685,000 as a current tax deduction and reduce the related valuation allowance accordingly. We were also able to utilize NOLs and tax credit deferred tax assets established in the prior year of $479,000 due to taxable income earned in Fiscal 2011 and reduce the related valuation allowance accordingly.

At the end of Fiscal 2009, we had established a valuation allowance on all deferred tax assets and NOL carryforward assets associated with Fiscal 2009. In Fiscal 2010, the President of the United States signed into law the Worker, Homeownership, and Business Assistance Act of 2009, which expanded the carryback period from two to five years, allowing us to carryback all Fiscal 2009 NOL. As a result, we recorded a total tax benefit of $5.8 million in Fiscal 2010 and reduced the associated valuation allowance due to this beneficial tax law change. The remaining change in valuation allowance was a result of increases in other deferred tax assets, such as additional NOLs and tax credit carryforward deferred tax assets established during the year.

Uncertain tax positions settlements and ~~adjustments~~

adjustments: During Fiscal ~~2011,~~2013, benefits of ~~$490,000~~$483,000 were recorded as a result of adjustments to uncertain tax positions. During Fiscal ~~2010,~~2012, benefits of ~~$3.2 million~~$159,000 were recorded as a result of ~~favorable settlements with various taxing jurisdictions and other~~ adjustments to uncertain tax positions. Of this amount, $1.7 million resulted from the reduction of reserves associated with unrecognized tax benefits as a result of a positive resolution of the federal IRS tax audit on our income tax returns for Fiscal 2006 through Fiscal 2008. Benefits of $1.5 million were recorded a result of tax planning initiatives recognized during Fiscal 2010. For further discussion of income taxes, see ~~Note 12~~.

Net income and diluted income per share were ~~$11.8~~$32.0 million and ~~$0.41~~$1.13 per share, respectively, for Fiscal ~~2011.~~2013. In Fiscal ~~2010,~~2012, net income was ~~$10.2~~$45.0 million and diluted income was ~~$0.35~~$1.54 per share. Net income and diluted income per share were higher in Fiscal 2012 compared to Fiscal 2013 despite a significant increase in net revenue and pre-tax income due primarily to the tax benefit realized in Fiscal 2012.

Analysis of Financial Condition, Liquidity and Resources

Cash and cash equivalents decreased $~~6.6~~6.5 million during Fiscal ~~2012~~2014 and totaled $~~62.7~~57.8 million as of August ~~25, 2012~~30, 2014. The significant liquidity events that occurred during Fiscal ~~2012~~2014 were:

Generated net income ~~before tax of $10.1 million.~~

~~Increase in inventory~~ of $~~17.3~~45.1 million

~~: The increase was primarily a result~~Increases of ~~increased work-in-process~~receivables of $38.2 million and ~~raw material inventory due to increased production levels, and higher average cost per unit due to the mix~~payables of ~~product ordered by our dealers.~~$10.9 million

Stock repurchases of ~~approximately~~ $~~6.6~~26.3 million.

~~In Fiscal~~Capital expenditures of $10.5 million

On October 31, 2012 we ~~had in place a $20~~entered into the Credit Agreement with GECC. On May 28, 2014 we amended this Credit Agreement ("the Amended Credit Agreement") which now provides up to $50.0 million revolving credit facility ~~as described in further detail in~~based on our eligible inventory and expires on May 29, 2019. See Note 87~~, that allowed us~~ to ~~borrow up to $12.5 million without~~the financial statements.

The Credit Agreement contains no financial covenant restrictions for borrowings where we have excess borrowing availability under the facility of greater than $5.0 million. The Credit Agreement requires us to comply with a fixed charge ratio if ~~there was adequate asset coverage. We had sufficient asset coverage in accounts receivable and inventory at~~excess borrowing availability under the ~~end of Fiscal 2012 to access~~facility is less than $5.0 million. In addition the ~~entire $12.5 million without financial covenant restrictions. The facility~~Credit Agreement also ~~included~~includes a framework to expand the size of the facility up to ~~$50~~$50.0 million, based on mutually agreeable ~~covenants to be determined~~terms at the time of the expansion. The initial unused line fee associated with the Credit Agreement is 0.5% per annum and has the ability to be lowered based upon facility usage.

The Credit Agreement contains typical affirmative representations and covenants for a credit agreement of this size and nature. Additionally, the Credit Agreement contains negative covenants limiting our ability, among other things, to incur debt, grant liens, make acquisitions, make certain investments, pay certain dividends and distributions, engage in mergers, consolidations or acquisitions and sell certain assets. Obligations under the Credit Agreement are secured by a security interest in all of our accounts and other receivables, chattel paper, documents, deposit accounts, instruments, equipment, inventory, investment property, leasehold interest, cash and cash equivalents, letter-of-credit rights, most real property and fixtures and certain other business assets.

On May 28, 2014, we amended this Credit Agreement (the "Amended Credit Agreement"). The Amended Credit Agreement extends the term of the credit facility ~~expired~~from October 31, 2015 to May 28, 2019. In addition, interest on loans made under the Amended Credit Facility will be based on LIBOR plus a margin of 2.0%. The amendment also revised and added definitions of several terms including an expanded Restricted Payment Basket that now permits up to $15.0 million purchases of company stock or cash dividends to be excluded from the Fixed Charge ratio. In addition, the definition of Eligible Accounts was expanded to permit certain receivables to be included in ~~October 2012. We~~the Borrowing Base. The Amended Credit Agreement also permits us to engage in certain sale lease buyback transactions in the ordinary course of business subject to certain restrictions and increases our ability to incur capital lease obligations.

As of the date of this report, we are ~~evaluating other alternatives~~in compliance with all terms of the Credit Agreement, and ~~expect to~~no borrowings have ~~a new credit facility in place before the end of calendar 2012.~~been made thereunder.

We filed a Registration Statement on Form S-3, which was declared effective by the SEC on ~~March 31, 2010.~~May 9, 2013. Subject to market

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conditions, we have the ability to offer and sell up to ~~$35~~$35.0 million of our common stock in one or more offerings pursuant to the Registration Statement. The Registration Statement will be available for use for three years from its effective date. We currently have no plans to offer and sell the common stock registered under the Registration Statement; however, it does provide another potential source of liquidity in addition to the alternatives already in place.

Working capital at August ~~25, 2012~~30, 2014 and August ~~27, 2011~~31, 2013 was $~~126.1~~172.0 million and $~~113.5~~153.5 million, respectively, an increase of $~~12.5~~18.5 million. We currently expect cash on hand, funds generated from operations and the availability under a credit facility to be sufficient to cover both short-term and long-term operating requirements. We anticipate capital expenditures in Fiscal ~~2013~~2015 of ~~approximately $6.1~~$15‑$20 million, primarily for IT upgrades and for manufacturing equipment and facilities.

~~In addition to~~

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On October 15, 2014, the ~~$6.6 million~~Board of DIrectors approved the reinstatement of a quarterly cash dividend of $.09 per share ~~repurchases in Fiscal 2012, we have purchased an additional 396,000 shares for $4.7 million as~~ of ~~October 12, 2012 in accordance with our Board's repurchase authorization described above and a stock repurchase plan under SEC Rule 10b5-1. We believe our~~ common stock, ~~has been an attractive value~~payable on November 26, 2014 to shareholders of record at ~~recent trading levels. If we continue~~the close of business on November 12, 2014. We expect this cash outflow to ~~believe the common stock~~be approximately $2.5 million for each quarter that this dividend is ~~trading at attractive levels we may purchase additional shares in Fiscal 2013.~~paid.

Operating Activities

Cash provided by operating activities was$23.2 million for the fiscal year ended August 30, 2014 compared to $10.2 million for the fiscal year ended August 31, 2013, and $115,000 for the fiscal year ended August 25, 2012 ~~compared to cash used in operating activities of~~ ~~$10.1 million~~ ~~for the fiscal year ended~~ ~~August 27, 2011, and cash provided by operating activities of $33.0 million for the fiscal year ended August 28, 2010.~~. The combination of net income of $~~45.0~~45.1 million in Fiscal ~~2012~~2014 and changes in non-cash charges (e.g., depreciation, LIFO, stock-based compensation, deferred income taxes) provided $~~15.9~~50.6 million of operating cash compared to $~~21.0~~39.0 million in Fiscal ~~2011~~2013 and ~~$16.6~~$15.9 million in Fiscal ~~2010.~~2012. InFiscal 2014, Fiscal 2013, and Fiscal 2012, changes in assets and liabilities (primarily an increase in receivables in Fiscal 2014 and inventory ~~increases)~~increases in Fiscal 2013 and Fiscal 2012) used ~~an additional~~$27.4 million, $28.8 million, and $15.8 million ~~of operating cash. In~~ ~~Fiscal 2011~~, ~~changes in assets and liabilities (primarily inventory increases) used an additional $31.1 million~~ ~~of operating cash. In Fiscal 2010, changes in assets and liabilities (primarily income tax refunds) provided an additional $16.4 million~~respectively, of operating cash.

Investing Activities

Cash used in investing activities of $~~118,000~~5.4 million in Fiscal ~~2012~~2014 was due primarily to capital spending of $10.5 million and was partially offset by proceeds on the sale of property of $2.4 million and ARS investments of $2.4 million. In Fiscal 2013, cash provided by investing activities of $4.1 million was primarily due to proceeds of ARS redemptions of $7.3 million and was partially offset by capital spending of $4.4 million. During Fiscal 2012, cash used in investing activities of $118,000 was primarily due to capital spending of $2.2 million and was offset by proceeds of ~~$1.7~~$1.7 million from COLI policies and ARS redemptions of $1.1 million. In ~~Fiscal 2011, cash provided by investing activities of~~ ~~$4.2 million~~ ~~was primarily due to ARS redemptions of~~ ~~$7.2 million, partially offset by the acquisition of Towables for $4.7 million and capital spending of~~ ~~$2.1 million. During Fiscal 2010, cash provided by investing activities of $14.3 million was primarily due to ARS redemptions of $15.9 million, partially offset by capital spending of $1.9 million.~~

Financing Activities

Cash used in financing activities ofwas $24.3 million, $12.7 million and $6.6 million for the fiscal ~~year~~years endedAugust 30, 2014, August 31, 2013, and August 25, 2012, respectively, and was primarily ~~due to~~ ~~$6.6 million~~ infor repurchases of our ~~stock. Cash provided by financing activities for the fiscal year ended~~ ~~August 27, 2011~~ ~~was~~ ~~$500,000. Cash used in financing activities for the fiscal year ended August 28, 2010 was $9.2 million, primarily consisting of $9.1 million for repayments on borrowings from our ARS portfolio,~~stock each year.

Contractual Obligations and Commercial Commitments

Our principal contractual obligations and commercial commitments as of August ~~25, 2012~~30, 2014 were as follows:


	Payments Due By Period										Payments Due By Period
(In thousands)	Total		Fiscal 2013		Fiscal 2014-2015		Fiscal 2016-2017		More than 5 Years		Total		Fiscal 2015		Fiscal 2016-2017		Fiscal 2018-2019		More than 5 Years
Postretirement health care obligations ⁽¹⁾	$	45,132	$	1,249	$	3,102	$	3,772	$	37,009	$	36,244	$	1,202	$	2,974	$	3,628	$	28,440
Deferred compensation obligations ⁽¹⁾	23,732		2,752		5,166		4,471		11,343		21,227		2,687		4,764		4,458		9,318
Executive share option obligations ⁽¹⁾	7,798		410		2,043		2,629		2,716		5,629		276		2,839		2,004		510
Supplemental executive retirement plan benefit obligations⁽¹⁾	3,342		480		407		356		2,099		2,974		470		559		598		1,347
Operating leases ⁽²⁾	1,866		958		908		—		—		1,234		742		367		125		—
Contracted services	15		15		—		—		—		141		80		61		—		—
Unrecognized tax benefits ⁽³⁾	5,228		—		—		—		—		3,024		—		—		—		—
Total contractual cash obligations	$	87,113	$	5,864	$	11,626	$	11,228	$	53,167	$	70,473	$	5,457	$	11,564	$	10,813	$	39,615


	Expiration By Period										Expiration By Period
(In thousands)	Total		Fiscal 2013		Fiscal 2014-2015		Fiscal 2016-2017		More than 5 Years		Total		Fiscal 2015		Fiscal 2016-2017		Fiscal 2018-2019		More than 5 Years
Contingent repurchase obligations ⁽²⁾	$	165,360	$	60,806	$	104,554	$	—	$	—	$	363,831	$	28,458	$	335,373	$	—	$	—
Operating lease repurchase obligations⁽⁴⁾											$	16,050	$	16,050	$	—	$	—	$	—


⁽¹⁾	See Note 109.


⁽²⁾	See Note 1110.


⁽³⁾	We are not able to reasonably estimate in which future periods these amounts will ultimately be settled.


⁽⁴⁾	See Note 4.

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Critical Accounting Policies

Our financial statements are prepared in accordance with GAAP. In connection with the preparation of our financial statements, we are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that we believe to be relevant at the time our financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates and such differences could be material.

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Our significant accounting policies are discussed in Note 1. We believe that the following accounting estimates and policies are the most critical to aid in fully understanding and evaluating our reported financial results and they require our most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. We have reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.

Revenue Recognition

Generally, revenues for ~~recreation vehicles~~our RVs are recorded when ~~all of~~ the following conditions are met:

an order for a product has been received from a dealer

written or verbal approval for payment has been received from the dealer's floorplan financing institution (if applicable)

an independent transportation company has accepted responsibility for the product as agent for the dealer; and

the product is ~~delivered~~removed from the Company's property for delivery to the ~~dealer who placed~~dealer.

These conditions are generally met when title passes, which is when RVs are shipped to dealers in accordance with shipping terms, which are primarily FOB shipping point. Products are not sold on consignment except for the ~~order. Most sales~~rental program described in the next paragraph, dealers do not have the right to return products and dealers are ~~financed under floorplan financing arrangements with banks~~typically responsible for interest costs to floor plan lenders.

In Fiscal 2014 we began to sell RVs to a rental company. These units are subject to our obligation to repurchase at the end of the rental term. These transactions are accounted for as operating leases. At the time of sale, the proceeds are recorded as deferred revenue in other current liabilities. The difference between the proceeds and the repurchase amount is recognized in net revenues over the term which the rental company holds the vehicle, using a straight-line method. The cost of the vehicles is recorded in net investment in operating leases and the difference between the cost of the vehicle and the estimated resale value is depreciated in net revenue over the term of the lease. Net proceeds or ~~finance companies.~~

~~Revenues~~losses from the ~~sales~~sale of the vehicle at resale, if any, are recognized in net revenueat the time of sale.

Revenues of our OEM components and ~~recreation vehicles~~RV related parts are recorded as the products are shipped from our location. The title of ownership transfers on these products as they leave our location due to the freight terms of ~~F.O.B. - Shipper.~~

FOB shipping point.

Sales Promotions and Incentives

We accrue for sales promotions and incentive expenses, which are recognized as a reduction to revenues, at the time of sale to the dealer or when the sales incentive is offered to the dealer or retail customer. Examples of sales promotions and incentive programs include dealer and consumer rebates, volume discounts, retail financing programs and dealer sales associate incentives. Sales promotion and incentive expenses are estimated based upon current program parameters, such as unit or retail volume, and historical rates. Actual results may differ from these estimates if market conditions dictate the need to enhance or reduce sales promotion and incentive programs or if the retail customer usage rate varies from historical trends. Historically, sales promotion and incentive expenses have been within our expectations and differences have not been material.

Repurchase Commitments

It is customary practice for manufacturers in the RV industry to enter into repurchase agreements with financing institutions that provide financing to their dealers, upon their request. Our repurchase agreements generally provide that, in the event of a default by a dealer in its obligation to these lenders, we will repurchase vehicles sold to the dealer that have not been resold to retail customers. The terms of these agreements, which can last up to 18 months, provide that our liability will be the lesser of remaining principal owed by the dealer or dealer invoice less periodic reductions based on the time since the date of the original invoice. Our liability cannot exceed 100% of the dealer invoice. In certain instances, we also repurchase inventory from our dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations.

Based on these repurchase agreements, we establish an associated loss reserve which is disclosed separately in the balance sheets. Repurchased sales are not recorded as a revenue transaction, but the net difference between the original repurchase price and the resale price are recorded against the loss reserve, which is a deduction from gross revenue. Our loss reserve for repurchase commitments contains uncertainties because the calculation requires management to make assumptions and apply judgment regarding a number of factors. There are two significant assumptions associated with establishing our loss reserve for repurchase commitments: (1) the percentage of dealer inventory that we will be required to repurchase as a result of defaults by the dealer, and (2) the loss that will be incurred, if any, when repurchased inventory is resold. These key assumptions are affected by a number of factors, such as macro-market conditions, current retail demand for our product, age of product in dealer inventory, physical condition of the product, location of the dealer, and the financing ~~source and independent third party credit rating of our dealers.~~source. To the extent that dealers are increasing or decreasing their inventories, our overall exposure under repurchase agreements is likewise impacted. The percentage of dealer inventory we estimate we will repurchase (which has ranged in ~~recent~~the past five years from 4 to ~~11%~~8% on a weighted average basis) and the associated estimated loss (which has ranged in ~~recent~~the past five years from 7 to ~~16%~~12% on a weighted average basis) is based on historical information, current trends and an analysis of dealer inventory aging for all dealers with inventory subject to this obligation. In periods where there is increasing retail demand for our product at our dealerships, the lower end of our estimated range of assumptions will be more appropriate and in periods of decreasing retail demand, the opposite will be true.

WeWhile there can be no assurance that dealer and economic conditions will not adversely change, we currently do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate our loss

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reserve for repurchase commitments. A hypothetical change of a 10% increase or decrease in our significant repurchase commitment assumptions as of August ~~25, 2012~~30, 2014 would have affected net income by approximately ~~$255,000.~~$274,000.

~~Table of Contents~~

Warranty

We provide, with the purchase of any new ~~motor home,~~motorhome, a comprehensive 12-month/15,000-mile warranty on Class A, B and C ~~motor homes~~motorhomes and a 3-year/36,000-mile warranty on Class A and C sidewalls and floors. We provide a comprehensive 12-month warranty on all towable products. Estimated costs related to product warranty are accrued at the time of sale and are based upon past warranty claims and unit sales history and are adjusted as required to reflect actual costs incurred, as information becomes available. A significant increase in dealership labor rates, the cost of parts or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such claims or additional costs materialize. We also incur costs as a result of additional service actions not covered by our warranties, including product recalls and customer satisfaction actions. Estimated costs are accrued at the time the service action is implemented and are based upon past claim rate experiences and the estimated cost of the repairs. Further discussion of our warranty costs and associated accruals is included in Note 98.

While there can be no assurance that warranty expense will not adversely change, we currently do not believe there is a reasonable likelihood that there will be a material change in the future estimates or assumptions we use to calculate our warranty reserve. A hypothetical change of a 10% increase or decrease in our significant warranty commitment assumptions as of August 30, 2014 would have affected net income by approximately $644,000.

Unrecognized Tax Benefits

We only recognize tax benefits for filing positions that are considered more likely than not of being sustained under audit by the relevant taxing authority, without regard to the likelihood of such an audit occurring. We record a liability for uncertain tax positions when it is more likely than not that our filed tax positions will not be sustained. We record deferred tax assets related to reserves for filing positions in a particular jurisdiction that would result in tax deductions in another tax jurisdiction if we were unable to sustain our filing position in an audit. Our income tax returns are periodically audited by various taxing authorities. These audits include questions regarding our tax filing positions, including the timing and the amount of deductions and the allocation of income among various tax jurisdictions. At any one time, multiple years are subject to audit by the various taxing authorities. We continually assess our tax positions for all periods that are open to examination or have not been effectively settled based on the most current available information. We adjust our liability for unrecognized tax benefits and income tax provision in the period in which an uncertain tax position is effectively settled, the statute of limitations expires for the relevant taxing authority to examine the tax position or when more information becomes available.

Our liability for unrecognized tax benefits contains uncertainties because we are required to make assumptions and apply judgment to estimate the exposure associated with our various filing positions. Our effective tax rate is also affected by changes in tax laws, the level of our earnings or losses and the results of tax audits.

Although we believe that the judgments and estimates discussed herein are reasonable, actual results could differ, and we may be exposed to losses or realize gains that could be material. To the extent that we prevail in matters for which a liability has been established or are required to pay amounts in excess of our established liability, our effective income tax rate in a given financial statement period could be materially affected. An unfavorable tax settlement generally would require use of our cash and may result in an increase in our effective tax rate in the period of resolution. A favorable tax settlement may be recognized as a reduction in our effective tax rate in the period of resolution.

Income Taxes

We account for income taxes in accordance with ASC 740,~~Income Taxes.~~ ~~As part of the process of~~Income Taxes. In preparing our financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. Significant judgment is required in determining our provision for income taxes, our deferred tax assets and liabilities and any valuation allowance recorded against our deferred tax assets. Valuation allowances arise due to the uncertainty of realizing deferred tax assets. ~~ASC 740 requires that companies~~We are required to assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available evidence, using a "more likely than not" standard. In making such assessments, significant weight is to be given to evidence that can be objectively verified. A company's current or previous losses are given more weight than its future outlook. We have evaluated the sustainability of our deferred tax assets on our balance sheet which includes the assessment of cumulative income or losses over recent prior periods. ~~Based on~~During the year, it was determined that the deferred tax assets associated with the Net Operating Loss Carry Forwards would be able to be utilized prior to expiration. As a result of this analysis, in accordance with ASC 740 guidelines, ~~we determined a~~the Company decided to remove the valuation allowance associated with these deferred tax assets. In addition, the Company had approximately $1.4 million of ~~$1.6 million~~tax credits that expired during the year. As such, the deferred tax asset associated with these credits was ~~appropriate~~written off. This also eliminated the need for the valuation allowance associated with this deferred tax asset. As a result of these two occurrences, the Company does not have any valuation allowance recorded as of August ~~25, 2012~~30, 2014. We will continue to assess the likelihood that our deferred tax assets will be realizable at each reporting period and our valuation allowance will be adjusted accordingly, which could materially impact our financial position and results of operations.

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Postretirement Benefits, Obligations and Costs

We provide certain health care and other benefits for retired employees hired before April 1, 2001, who have fulfilled eligibility requirements at age 55 with 15 years of continuous service. Postretirement benefit liabilities are determined by actuaries using assumptions about the discount rate and health care cost-trend rates. Assumed health care cost trend rates do not have a significant effect on the amounts reported for retiree health care benefits due to the fact that we have established maximum amounts ("dollar caps") on the amount we will pay for postretirement health care benefits per retiree on an annual basis. However, a significant increase or decrease in interest rates could have a significant impact on our operating results. Further discussion of our postretirement benefit plan and related assumptions is included in Note 109.

Inventory Valuation

Our inventory loss reserve represents anticipated physical work-in-process inventory losses (e.g. scrap, production loss or over-usage) that have occurred since the last physical inventory date. Physical inventory counts of work-in-process are taken on an annual basis to ensure the inventory reported in our consolidated financial statements is properly stated. During the interim period between physical inventory counts, we reserve for anticipated physical inventory losses based upon materials consumed. Our

~~Table of Contents~~

inventory loss reserve contains uncertainties because the calculation requires management to make assumptions and to apply judgment regarding a number of factors, including historical results and current inventory loss trends.

Other

We have reserves for other loss exposures, such as litigation, product liability, workers' compensation, inventory and accounts receivable. Establishing loss reserves for these matters requires the use of estimates and judgment in regards to risk exposure and ultimate liability. We estimate losses under the programs using consistent and appropriate methods; however, changes in assumptions could materially affect our recorded liabilities for loss.

New Accounting Pronouncements

See Note 1 for a summary of new accounting pronouncements which summary is incorporated by reference herein.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

~~We have market risk exposure to our ARS, which is described in further detail in~~ ~~Note 4. Also, the~~The assets we maintain to fund deferred compensation have market risk, but we maintain a corresponding liability for these assets. The market risk is therefore borne by the participants in the deferred compensation program.

We could incur financial market risk in the form of interest rate risk. Risk can be quantified by measuring the financial impact of a near-term adverse increase in short-term interest rates. AtAugust 30, 2014, we had a $50.0 million credit facility with GECC. The interest rates applicable to this agreement are based on LIBOR plus 2.0%. We currently have no borrowings under this credit facility.

Item 8. Financial Statements and Supplementary Data



Index to Financial Statements	Page

Management's Report on Internal Control Over Financial Reporting	2625
Reports of Independent Registered Public Accounting Firm	2726
Consolidated Statements of ~~Operations~~Income and Comprehensive Income for the Years Ended August ~~25, 2012,~~30, 2014, August ~~27, 2011,~~31, 2013, and August ~~28, 2010~~ 25, 2012	2928
Consolidated Balance Sheets as of August ~~25, 2012~~30, 2014 and August ~~27, 2011~~ 31, 2013	3029
Consolidated Statements of Changes in Stockholders' Equity for the Years Ended August 30, 2014, August 31, 2013, and August 25, 2012 ~~August 27, 2011, and August 28, 2010~~	3130
Consolidated Statements of Cash Flows for the Years Ended August 30, 2014, August 31, 2013, and August 25, 2012 ~~August 27, 2011, and August 28, 2010~~	3231
Notes to Consolidated Financial Statements	3332

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MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

~~Management~~We, the management of Winnebago Industries, Inc. (the "Company") isare responsible for establishing and maintaining effective internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. The Company's internal control over financial reporting is a process designed, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Company's internal control over financial reporting is supported by written policies and procedures that:


1.	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company's assets;


2.	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company's management and directors; and


3.	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

In addition, the Audit Committee of the Board of Directors, consisting solely of independent directors, meets periodically with Management, the internal auditors and the independent registered public accounting firm to review internal accounting controls, audit results and accounting principles and practices and annually selects the independent registered public accounting firm.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

In connection with the preparation of the Company's annual financial statements, management of the Company has undertaken an assessment of the effectiveness of the Company's internal control over financial reporting based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management's assessment included an evaluation of the design of the Company's internal control over financial reporting and testing of the operational effectiveness of the Company's internal control over financial reporting.

Based on this assessment, management has concluded that the Company's internal control over financial reporting was effective as of August ~~25, 2012~~30, 2014.

Deloitte & Touche LLP, the independent registered public accounting firm that audited the Company's financial statements included in this Annual Report on Form 10-K, has issued a report included herein, which expressed an unqualified opinion on the Company's internal control over financial reporting.



/s/ Randy J. Potts		/s/ Sarah N. Nielsen
Randy J. Potts		Sarah N. Nielsen
Chief Executive Officer, President		Vice President, Chief Financial Officer
and Chairman of the Board

October ~~23, 2012~~28, 2014		October ~~23, 2012~~28, 2014

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Winnebago Industries, Inc.

Forest City, Iowa

We have audited the internal control over financial reporting of Winnebago Industries, Inc. and subsidiaries (the "Company") as of August ~~25, 2012~~30, 2014, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August ~~25, 2012~~30, 2014, based on the criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended August ~~25, 2012~~30, 2014 of the Company and our report dated October ~~23, 2012~~28, 2014 expressed an unqualified opinion on those financial statements.

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota

October ~~23, 2012~~
28, 2014

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Winnebago Industries, Inc.

Forest City, Iowa

We have audited the accompanying consolidated balance sheets of Winnebago Industries, Inc. and subsidiaries (the "Company") as of August ~~25, 2012~~30, 2014 and August ~~27, 2011~~31, 2013, and the related consolidated statements of ~~operations,~~income and comprehensive income, changes in stockholders' equity, and cash flows for each of the three years in the period ended August ~~25, 2012~~30, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on ~~these~~the financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of ~~the Company~~Winnebago Industries, Inc. and subsidiaries at August ~~25, 2012~~30, 2014 and August ~~27, 2011~~31, 2013, and the results of their operations and their cash flows for each of the three years in the period ended August ~~25, 2012~~30, 2014, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company's internal control over financial reporting as of August ~~25, 2012~~30, 2014, based on the criteria established in Internal Control-Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated October ~~23, 2012~~28, 2014 expressed an unqualified opinion on the Company's internal control over financial reporting.

/s/ DELOITTE & TOUCHE LLP

Minneapolis, Minnesota

October ~~23, 2012~~
28, 2014

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Winnebago Industries, Inc.

Consolidated Statements of ~~Operations~~Income and Comprehensive Income


	Year Ended									Year Ended
(In thousands, except per share data)	August 25, 2012			August 27, 2011			August 28, 2010			August 30, 2014			August 31, 2013			August 25, 2012
Net revenues	$	581,679		$	496,418		$	449,484		$	945,163		$	803,165		$	581,679
Cost of goods sold	537,999			456,664			423,217			841,166			718,534			537,999
Gross profit	43,680			39,754			26,267			103,997			84,631			43,680

Operating expenses:
Selling	16,837			14,251			12,724			18,293			18,318			16,837
General and administrative	17,267			14,263			13,023			22,424			21,887			17,267
Assets held for sale impairment and (gain), net	50			(39		)	—
(Gain) loss on sale of real estate										(629		)	28			50
Total operating expenses	34,154			28,475			25,747			40,088			40,233			34,154

Operating income	9,526			11,279			520			63,909			44,398			9,526

Non-operating income	581			658			222			768			696			581
Income before income taxes	10,107			11,937			742			64,677			45,094			10,107

(Benefit) provision for taxes	(34,865		)	94			(9,505		)
Provision (benefit) for taxes										19,624			13,141			(34,865		)
Net income	$	44,972		$	11,843		$	10,247		$	45,053		$	31,953		$	44,972

Income per common share:
Basic	$	1.54		$	0.41		$	0.35		$	1.64		$	1.14		$	1.54
Diluted	$	1.54		$	0.41		$	0.35		$	1.64		$	1.13		$	1.54

Weighted average common shares outstanding:
Basic	29,145			29,121			29,091			27,430			28,075			29,145
Diluted	29,207			29,148			29,101			27,545			28,170			29,207

Net income										$	45,053		$	31,953		$	44,972
Other comprehensive income (loss):
Amortization of prior service credit (net of tax of $2,068, $1,944, and $1,791)										(3,582		)	(3,226		)	(2,801		)
Amortization of net actuarial loss (net of tax of $337, $361, and $387)										749			1,264			644
(Increase) decrease in actuarial loss (net of tax of $1,348, $2,177, and $3,894)										(2,191		)	3,612			(3,630		)
Plan amendment (net of tax of $1,364, $1,613, and $1,729)										2,216			2,676			2,869
Unrealized appreciation (depreciation) of investments (net of tax of $91, $125, and $189)										151			209			(314		)
Total other comprehensive (loss) income										(2,657		)	4,535			(3,232		)
Comprehensive income										$	42,396		$	36,488		$	41,740

See notes to consolidated financial statements.

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Winnebago Industries, Inc.

Consolidated Balance Sheets


(In thousands, except per share data)	August 25, 2012			August 27, 2011			August 30, 2014			August 31, 2013
Assets
Current assets:
Cash and cash equivalents	$	62,683		$	69,307		$	57,804		$	64,277
Receivables, less allowance for doubtful accounts ($175 and $76, respectively)	22,726			19,981
Receivables, less allowance for doubtful accounts ($127 and $152, respectively)							69,699			29,145
Inventories	87,094			69,165			112,848			112,541
Investment in operating leases							15,978			—
Prepaid expenses and other assets	4,509			4,227			5,718			8,277
Income taxes receivable	1,603			1,525			5			1,868
Deferred income taxes	8,453			649			9,641			7,742
Total current assets	187,068			164,854			271,693			223,850
Property, plant and equipment, net	19,978			22,589			25,135			20,266
Assets held for sale	550			600
Long-term investments	9,074			10,627			—			2,108
Investment in life insurance	23,127			23,669			25,126			25,051
Deferred income taxes	30,520			—			24,029			25,649
Goodwill	1,228			1,228			1,228			1,228
Amortizable intangible assets	641			720
Other assets	13,886			15,640			11,091			10,993
Total assets	$	286,072		$	239,927		$	358,302		$	309,145

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	24,920		$	21,610		$	33,111		$	28,142
Income taxes payable	348			104			2,927			—
Accrued expenses:
Accrued compensation	16,038			10,841			20,763			22,101
Operating lease repurchase obligations							16,050			—
Product warranties	6,990			7,335			9,501			8,443
Self-insurance	4,137			3,203			4,941			4,531
Accrued loss on repurchases	627			1,174			2,212			1,287
Promotional	2,661			2,177			3,205			1,910
Other	5,297			4,874			7,009			3,940
Total current liabilities	61,018			51,318			99,719			70,354
Total long-term liabilities:
Unrecognized tax benefits	5,228			5,387			3,024			3,988
Postretirement health care and deferred compensations benefits	75,135			74,492			62,811			64,074
Total long-term liabilities	80,363			79,879			65,835			68,062
Contingent liabilities and commitments
Stockholders' equity:
Capital stock common, par value $0.50; authorized 60,000 shares, issued 51,776 shares	25,888			25,888			25,888			25,888
Additional paid-in capital	28,496			30,131			31,672			29,334
Retained earnings	477,490			432,518			554,496			509,443
Accumulated other comprehensive income	(3,686		)	(454		)
Treasury stock, at cost (23,122 and 22,641 shares, respectively)	(383,497		)	(379,353		)
Accumulated other comprehensive (loss) income							(1,808		)	849
Treasury stock, at cost (24,727 and 23,917 shares, respectively)							(417,500		)	(394,785		)
Total stockholders' equity	144,691			108,730			192,748			170,729
Total liabilities and stockholders' equity	$	286,072		$	239,927		$	358,302		$	309,145

See notes to consolidated financial statements.

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Winnebago Industries, Inc.

Consolidated Statements of Changes in Stockholders' Equity

Common Shares
Additional
Paid-In
Capital
(APIC)
Retained
Earnings
Accum-
ulated
Other
Compre-
hensive
Income

Treasury Stock
Total
Stock-
holders'
Equity
(In thousands, except per share data) Number Amount Number Amount
Balance, August 29, 2009 51,776
$ 25,888
$ 29,726
$ 410,428
$ 6,540
(22,690 ) $ (380,251 ) $ 92,331
Stock option exercises —
—
(171 ) —
—
31
511
340
Utilization of APIC pool due to stock award —
—
(327 ) —
—
—
—
(327 )
Issuance of stock to directors —
—
(75 ) —
—
15
251
176
Forfeitures —
—
(58 ) —
—
—
(3 ) (61 )
Stock-based compensation —
—
369
—
—
—
—
369
Payments for the purchase of common stock —
—
—
—
—
(17 ) (250 ) (250 )
Prior service cost and actuarial loss, net of $1,260 tax —
—
—
—
(5,511 ) —
—
(5,511 )
Unrealized appreciation of investments, net of $128 tax —
—
—
—
213
—
—
213
Net loss —
—
—
10,247
—
—
—
10,247
Balance, August 28, 2010 51,776
$ 25,888
$ 29,464
$ 420,675
$ 1,242
(22,661 ) $ (379,742 ) $ 97,527
Stock option exercises —
—
(48 ) —
—
9
151
103
Utilization of APIC pool due to stock award —
—
(189 ) —
—
—
—
(189 )
Issuance of restricted stock —
—
(42 ) 2
42

Issuance of stock to directors —
—
(97 ) —
—
17
286
189
Forfeitures —
—
(83 ) —
—
—
—
(83 )
Stock-based compensation —
—
1,126
—
—
—
—
1,126
Payments for the purchase of common stock —
—
—
—
—
(8 ) (90 ) (90 )
Prior service cost and actuarial loss, net of $1,166 tax —
—
—
—
(1,691 ) —
—
(1,691 )
Unrealized depreciation of investments, net of $3 tax —
—
—
—
(5 ) —
—
(5 )
Net income —
—
—
11,843
—
—
—
11,843
Balance, August 27, 2011 51,776
$ 25,888
$ 30,131
$ 432,518
$ (454 ) (22,641 ) $ (379,353 ) $ 108,730
Stock option exercises —
—
—
—
—
—
—
—
Utilization of APIC pool due to stock award —
—
(119 ) —
—
—
—
(119 )
Issuance of restricted stock —
—
(2,011 ) —
—
120
2,011
—
Issuance of stock to directors —
—
(214 ) —
—
27
449
235
Forfeitures —
—
(95 ) —
—
—
—
(95 )
Stock-based compensation —
—
804
—
—
—
—
804
Payments for the purchase of common stock —
—
—
—
—
(628 ) (6,604 ) (6,604 )
Prior service cost and actuarial loss, net of $5,298 tax —
—
—
—
(5,787 ) —
—
(5,787 )
Plan amendment, net of $1,729 tax —
—
—
—
2,869
—
—
2,869
Unrealized depreciation of investments, net of $189 tax —
—
—
—
(314 ) —
—
(314 )
Net income —
—
—
44,972
—
—
—
44,972
Balance, August 25, 2012 51,776
$ 25,888
$ 28,496
$ 477,490
$ (3,686 ) (23,122 ) $ (383,497 ) $ 144,691



	Common Shares			Additional Paid-In Capital (APIC)			Retained Earnings		Accum- ulated Other Compre- hensive Income			Treasury Stock					Total Stock- holders' Equity
(In thousands, except per share data)	Number	Amount		Additional Paid-In Capital (APIC)			Retained Earnings		Accum- ulated Other Compre- hensive Income			Number		Amount			Total Stock- holders' Equity
Balance, August 27, 2011	51,776	$	25,888	$	30,131		$	432,518	$	(454	)	(22,641	)	$	(379,353	)	$	108,730
Creation/(utilization) of APIC pool due to stock award	—	—		(119		)	—		—			—		—			(119		)
Issuance of restricted stock	—	—		(2,011		)	—		—			120		2,011			—
Stock-based compensation, net of forfeitures	—	—		495			—		—			27		449			944
Payments for the purchase of common stock	—	—		—			—		—			(628	)	(6,604		)	(6,604		)
Prior service cost and actuarial loss, net of $5,298 tax	—	—		—			—		(5,787		)	—		—			(5,787		)
Plan amendment, net of $1,729 tax	—	—		—			—		2,869			—		—			2,869
Unrealized depreciation of investments, net of $189 tax	—	—		—			—		(314		)	—		—			(314		)
Net income	—	—		—			44,972		—			—		—			44,972
Balance, August 25, 2012	51,776	$	25,888	$	28,496		$	477,490	$	(3,686	)	(23,122	)	$	(383,497	)	$	144,691
Stock option exercises	—	—		9			—		—			4		66			75
Creation/(utilization) of APIC pool due to stock award	—	—		86			—		—			—		—			86
Issuance of restricted stock	—	—		(729		)	—		—			71		1,167			438
Vesting of directors' stock units	—	—		158			—		—			—		—			158
Stock-based compensation, net of forfeitures	—	—		1,314			—		—			12		197			1,511
Payments for the purchase of common stock	—	—		—			—		—			(882	)	(12,718		)	(12,718		)
Prior service cost and actuarial loss, net of $594 tax	—	—		—			—		1,650			—		—			1,650
Plan amendment, net of $1,613 tax	—	—		—			—		2,676			—		—			2,676
Unrealized appreciation of investments, net of $125 tax	—	—		—			—		209			—		—			209
Net income	—	—		—			31,953		—			—		—			31,953
Balance, August 31, 2013	51,776	$	25,888	$	29,334		$	509,443	$	849		(23,917	)	$	(394,785	)	$	170,729
Stock option exercises	—	—		771			—		—			78		1,286			2,057
Creation/(utilization) of APIC pool due to stock award	—	—		441			—		—			—		—			441
Issuance of restricted stock	—	—		(779		)	—		—			137		2,279			1,500
Stock-based compensation, net of forfeitures	—	—		1,905			—		—			3		60			1,965
Payments for the purchase of common stock	—	—		—			—		—			(1,028	)	(26,340		)	(26,340		)
Prior service cost and actuarial loss, net of $3,079 tax	—	—		—			—		(5,024		)	—		—			(5,024		)
Plan amendment, net of $1,364 tax	—	—		—			—		2,216			—		—			2,216
Unrealized appreciation of investments, net of $91 tax	—	—		—			—		151			—		—			151
Net income	—	—		—			45,053		—			—		—			45,053
Balance, August 30, 2014	51,776	$	25,888	$	31,672		$	554,496	$	(1,808	)	(24,727	)	$	(417,500	)	$	192,748

See notes to consolidated financial statements.

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Winnebago Industries, Inc.

Consolidated Statements of Cash Flows


	Year Ended									Year Ended
(In thousands)	August 25, 2012			August 27, 2011			August 28, 2010			August 30, 2014			August 31, 2013			August 25, 2012
Operating activities:
Net income	$	44,972		$	11,843		$	10,247		$	45,053		$	31,953		$	44,972
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	4,872			5,492			6,340			3,997			4,764			4,872
LIFO (income) expense	(613		)	2,075			(783		)
LIFO expense (income)										1,456			(1,180		)	(613		)
Asset impairment	50			605			—			—			—			50
Stock-based compensation	1,918			1,315			546			3,386			3,009			1,918
Deferred income taxes including valuation allowance	(34,749		)	517			—			(48		)	1,790			(34,749		)
Postretirement benefit income and deferred compensation expense	570			1,378			1,275			(979		)	245			570
Provision (reduction) for doubtful accounts	125			11			(37		)
Loss (gain) on disposal of property	28			(994		)	25
(Benefit) provision for doubtful accounts										(19		)	25			125
(Gain) loss on disposal of property										(691		)	(95		)	28
Gain on life insurance	(529		)	(372		)	—			(726		)	(536		)	(529		)
Other	—			90			111
Loss on sale of investments										—			45			—
Increase in cash surrender value of life insurance policies	(732		)	(969		)	(1,090		)	(805		)	(1,030		)	(732		)
Change in assets and liabilities:
Inventories	(17,316		)	(23,792		)	4,107			(1,763		)	(24,267		)	(17,316		)
Receivables, prepaid and other assets	(2,085		)	101			(8,550		)	(38,233		)	(8,908		)	(2,085		)
Investment in operating leases, net of repurchase obligations										72			—			—
Income taxes and unrecognized tax benefits	7			(2,127		)	14,692			5,625			(194		)	7
Accounts payable and accrued expenses	7,627			(1,551		)	9,756			10,919			8,939			7,627
Postretirement and deferred compensation benefits	(4,030		)	(3,741		)	(3,600		)	(4,008		)	(4,322		)	(4,030		)
Net cash provided by (used in) operating activities	115			(10,119		)	33,039
Net cash provided by operating activities										23,236			10,238			115

Investing activities:
Proceeds from the sale of investments, at par	1,050			7,150			15,850
Proceeds from the sale of investments										2,350			7,300			1,050
Proceeds from life insurance	1,652			659			—			1,737			1,004			1,652
Purchases of property and equipment	(2,213		)	(2,109		)	(1,874		)	(10,476		)	(4,422		)	(2,213		)
Proceeds from the sale of property	17			4,143			96			2,423			734			17
Cash paid for acquisition, net of cash acquired	—			(4,694		)	—
Payments of COLI borrowings										—			(1,371		)	—
Other	(624		)	(914		)	262			(1,402		)	822			(624		)
Net cash (used in) provided by investing activities	(118		)	4,235			14,334			(5,368		)	4,067			(118		)

Financing activities:
Payments for purchases of common stock	(6,604		)	(89		)	(250		)	(26,340		)	(12,718		)	(6,604		)
Payments of ARS portfolio	—			—			(9,100		)
Proceeds from exercise of stock options	—			83			280			2,080			75			—
Other	(17		)	506			(178		)	(81		)	(68		)	(17		)
Net cash (used in) provided by financing activities	(6,621		)	500			(9,248		)
Net cash used in financing activities										(24,341		)	(12,711		)	(6,621		)

Net (decrease) increase in cash and cash equivalents	(6,624		)	(5,384		)	38,125			(6,473		)	1,594			(6,624		)
Cash and cash equivalents at beginning of year	69,307			74,691			36,566			64,277			62,683			69,307
Cash and cash equivalents at end of year	$	62,683		$	69,307		$	74,691		$	57,804		$	64,277		$	62,683

Supplement cash flow disclosure:
Income taxes (refunded) paid, net	$	(134	)	$	1,703		$	(24,356	)
Income taxes paid (refunded), net										$	14,061		$	11,500		$	(134	)

See notes to consolidated financial statements.

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Winnebago Industries, Inc.

Notes to Consolidated Financial Statements

Note 1: Summary of Significant Accounting Policies

Nature of Operations

Winnebago Industries, Inc., founded in 1958 and headquartered in Forest City, Iowa, is one of the leading ~~United States~~ manufacturers of ~~recreation vehicles. We~~RVs which we sell ~~motor homes~~ through independent dealers, primarily throughout the United States and Canada, under the Winnebago, Itasca and Era brand names. We also sell travel trailer and fifth wheel towable products primarily throughout the United States and Canada under the SunnyBrook and Winnebago brand names.Canada. Other products manufactured by us consist primarily of original equipment manufacturing parts, including extruded aluminum and other component products for other manufacturers, commercial vehicles and commercial ~~vehicles.~~transit buses.

Principles of Consolidation

The consolidated financial statements for Fiscal ~~2012~~2014 include the parent company and our wholly-owned subsidiary, Winnebago of Indiana, LLC. ~~See~~ ~~Note 2~~. All material intercompany balances and transactions with our subsidiary have been eliminated.

Fiscal Period

We follow a 52-/53-week fiscal year, ending the last Saturday in August. ~~The financial statements presented are all~~Fiscal 2014 and Fiscal 2012 were 52-week fiscal periods. Fiscal 2013 was a 53-week fiscal year; the first quarter ending December 1, 2012 was a 14-week quarter.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the US requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist primarily of highly liquid investments with an original maturity of three months or less. The carrying amount approximates fair value due to the short maturity of the investments.

Fair Value Disclosures of Financial Instruments

All financial instruments are carried at amounts believed to approximate fair value.

Derivative Instruments and Hedging Activities

All contracts that contain provisions meeting the definition of a derivative also meet the requirements of, and have been designated as, normal purchases or sales. Our policy is to not enter into contracts with terms that cannot be designated as normal purchases or sales.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is based on historical loss experience and any specific customer collection issues identified. Additional amounts are provided through charges to income as we believe necessary after evaluation of receivables and current economic conditions. Amounts which are considered to be uncollectible are written off and recoveries of amounts previously written off are credited to the allowance upon recovery.

Inventories

Substantially, all inventories are stated at the lower of cost or market, determined on the LIFO basis. Manufacturing cost includes materials, labor and manufacturing overhead. Unallocated overhead and abnormal costs are expensed as incurred.

Property and Equipment

Depreciation of property and equipment is computed using the straight‑line method on the cost of the assets, less allowance for salvage value where appropriate, at rates based upon their estimated service lives as follows:



Asset Class	Asset Life
Buildings	10-30 years
Machinery and equipment	~~3-10~~3-15 years
Software	3-5 years
Transportation equipment	4-6 years

We review our long-lived depreciable assets for impairment annually or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable from future cash flows. If the carrying value of a long-lived asset is impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. We assess the potential impairment of long-lived assets in accordance with ASC 360 Property, Plant and Equipment. We ~~assessed the fair value of certain properties which were idled and are listed for sale (see~~ ~~Note 6). We~~ also reviewed all other long-lived depreciable assets for impairment, noting no impairment.

~~Table of Contents~~

Goodwill and Amortizable Intangible Assets

Goodwill represents costs in excess of the fair value of net tangible and identifiable net intangible assets acquired in a business combination. ~~Amortizable intangible assets consist of dealer network, trademarks and non-compete agreements and are amortized using the straight-line method over~~ ~~seven~~ to ~~ten~~ ~~years.~~ Goodwill assets are reviewed for impairment by applying a fair-value based test on an annual basis, or more

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frequently if circumstances indicate a potential impairment. Amortizable intangible assets consisted of dealer network, trademarks and non-compete agreements and are ~~also subject to impairment test annually or whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable from future cash flows.~~fully amortized.

Self-Insurance

Generally, we self-insure for a portion of product liability claims and workers' compensation. Under these plans, liabilities are recognized for claims incurred, including those incurred but not reported. We determined the liability for product liability and workers' compensation claims with the assistance of a third party administrator and actuary using various state statutes and historical claims experience. We have a $35 million insurance policy that includes an SIR for product liability ~~which varies annually based on market conditions and for at least the last five fiscal years was at~~of $2.5 million per occurrence and $6.0 million in aggregate per policy year. In the event that the annual aggregate of the SIR is exhausted by payment of claims and defense expenses, an SIR of $1.0 million, excluding defense expenses, is applicable to each claim covered under this policy. We maintain excess liability insurance with outside insurance carriers to minimize our risks related to catastrophic claims in excess of our self-insured positions for product liability and personal injury matters. Any material change in the aforementioned factors could have an adverse impact on our operating results. Our product liability and workers' compensation accrual is included within accrued self-insurance on our balance sheet.

Income Taxes

~~We account for income taxes in accordance with ASC 740,~~ ~~Income Taxes. As part of the process of~~In preparing our financial statements, we are required to estimate our income taxes in each of the jurisdictions in which we operate. This process involves estimating our current tax exposure together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These temporary differences result in deferred tax assets and liabilities, which are included within our balance sheet. We then assess the likelihood that our deferred tax assets will be realized based on future taxable income and, to the extent we believe that recovery is not likely, we establish a valuation allowance. To the extent we establish a valuation allowance or change this allowance in a period, we include an expense or a benefit within the tax provision in our Statements of ~~Operations.~~Income.

Legal

Our accounting policy regarding litigation expense is to accrue for probable exposure including estimated defense costs if we are able to estimate the financial impact.

Revenue Recognition

Generally, revenues for our ~~recreation vehicles~~RVs are recorded when the following conditions are met:

an order for a product has been received from a dealer

written or verbal approval for payment has been received from the dealer's floorplan financing institution (if applicable)

an independent transportation company has accepted responsibility for the product as agent for the dealer; and

the product is ~~delivered~~removed from the Company's property for delivery to the ~~dealer who placed~~dealer.

These conditions are generally met when title passes, which is when RVs are shipped to dealers in accordance with shipping terms, which are primarily FOB shipping point. Products are not sold on consignment except for the ~~order. Most sales~~rental program described below, dealers do not have the right to return products and dealers are ~~financed by~~typically responsible for interest costs to floor plan lenders.

In Fiscal 2014 we began to sell RVs to a rental company. These units are subject to our ~~dealers under floorplan financing arrangements with banks~~obligation to repurchase at the end of the lease term. These transactions are accounted for as operating leases. At the time of sale, the proceeds are recorded as deferred revenue in other current liabilities. The difference between the proceeds and the repurchase amount is recognized in net revenues over the term which the rental company holds the vehicle, using a straight-line method. The cost of the vehicles is recorded in net investment in operating leases and the difference between the cost of the vehicle and the estimated resale value is depreciated in net revenue over the term of the lease. Net proceeds or ~~finance companies.~~losses from the sale of the vehicle at resale, if any, are recognized in net revenueat the time of sale.

Revenues of our OEM components and ~~recreation vehicle~~RV related parts are recorded as the products are shipped from our location. The title of ownership transfers on these products as they leave our location due to the freight terms of ~~F.O.B. - Shipper.~~FOB shipping point.

Delivery Revenues and Expenses

Delivery revenues for products delivered are included within net sales, while delivery expenses are included within cost of goods sold.

Concentration of Risk

One of our dealer organizations ~~FreedomRoads, LLC,~~ accounted for ~~26%~~19.7%, ~~18%~~26.5%, and ~~15%~~25.5% of our consolidated net revenue in Fiscal ~~2012~~2014, ~~2011~~2013 and ~~2010~~2012, respectively. In Fiscal ~~2012~~2014 ~~they~~this dealer sold our products in 6272 of their dealership locations across 2628 US states. A second dealer organization accounted for 12.5% and 12.3% of our net revenue for Fiscal 2014 and Fiscal 2013, respectively. In Fiscal 2014 this dealer sold products in 11 of their dealership locations across 4 US states. The loss of ~~this~~either or both of these dealer ~~organization~~organizations could have a significant adverse effect on our business. In addition, deterioration in the liquidity or creditworthiness of ~~FreedomRoads, LLC~~either or both of these dealers could negatively impact our sales and could trigger repurchase obligations under our repurchase agreements.

Sales Promotions and Incentives

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programs include dealer and consumer rebates, volume discounts, retail financing programs and dealer sales associate incentives. Sales promotion and incentive expenses are estimated based upon then current program parameters, such as unit or retail volume and historical rates. Actual results may differ from these estimates if market conditions dictate the need to enhance or reduce sales promotion and incentive programs or if the retail customer usage rate varies from historical trends. Historically, sales promotion and incentive ~~expenses~~accruals have been within our expectations and differences have not been material.

Repurchase Commitments

It is customary practice for manufacturers in the recreation vehicle industry to enter into repurchase agreements with financing institutions that provide financing to their dealers. Our repurchase agreements generally provide that, in the event of a default by a dealer in its obligation to these lenders, we will repurchase vehicles sold to the dealer that have not been resold to retail customers. The terms of these agreements, which can last up to 18 months, provide that our liability will be the lesser of remaining principal owed by the dealer or dealer invoice less periodic reductions based on the time since the date of the original invoice. Our liability cannot exceed 100% of the dealer invoice. In certain instances, we also repurchase inventory from our dealers due to state law or

~~Table of Contents~~

regulatory requirements that govern voluntary or involuntary relationship terminations.

Based on these repurchase agreements, we establish an associated loss reserve which is disclosed separately as "Accrued loss of repurchases" in the consolidated balance sheets. Repurchased sales are not recorded as a revenue transaction, but the net difference between the original repurchase price and the resale price are recorded against the loss reserve, which is a deduction from gross revenue. Our loss reserve for repurchase commitments contains uncertainties because the calculation requires management to make assumptions and apply judgment regarding a number of factors. See Note 1110.

~~Shipping Revenues and Expenses~~

~~Shipping revenues for products shipped are included within net sales, while shipping expenses are included within cost of goods sold.~~

Reporting Segment

We have ~~two operating segments, motorhomes and Towables, which aggregate into~~ one reportable segment, the ~~recreation vehicle~~RV market. We design, develop, manufacture and market motorized and towable recreation products along with supporting products and services. ~~The Chief Executive Officer has been identified as the Chief Operating Decision Maker as defined by ASC No. 280,~~ ~~Disclosures about Segments Reporting~~.

Research and Development

Research and development expenditures are included within cost of goods sold and are expensed as incurred. A portion of these expenditures qualify for state and federal tax benefits. Development activities generally relate to creating new products and improving or creating variations of existing products to meet new applications. During Fiscal ~~2012~~2014, ~~2011~~2013 and ~~2010~~2012, we spent approximately $~~3.4~~4.3 million, $~~3.3~~3.8 million and $~~3.2~~3.4 million, respectively, on research and development activities.

Advertising

Advertising costs, which consist primarily of literature and trade shows, were $~~4.3~~5.1 million, $~~3.4~~4.7 million, and $~~3.3~~4.3 million in Fiscal ~~2012~~2014, ~~2011~~2013 and ~~2010~~2012, respectively. Advertising costs are included in selling expense and are expensed as incurred with the exception of trade shows which are expensed in the period in which the show occurs.

Earnings Per Common Share

Basic income per common share is computed by dividing net income by the weighted average common shares outstanding during the period.

Diluted income per common share is computed by dividing net income by the weighted average common shares outstanding plus the incremental shares that would have been outstanding upon the assumed exercise of dilutive stock awards and options (see Note 1615).

~~Reclassifications~~

Certain amounts reported in prior years in deferred tax assets have been reclassified to conform to the current year footnote presentation. The reclassifications had no impact on total deferred tax assets (see ~~Note 12~~).

Subsequent Events

We evaluated events occurring between the end of our most recent fiscal year and the date the financial statements were issued. There were no material subsequent events, except those described in Note 613, and Note 8~~, and~~ ~~Note 14~~.18.

New Accounting Pronouncements

~~On May 12, 2011,~~In July 2013, the FASB ~~issued~~updated ASU ~~2011-04,~~2013-11, ~~Fair Value Measurement,~~Income Taxes (Topic 740), which requires ~~measurement uncertainty disclosure in~~entities to present unrecognized tax benefits as a liability and not combine it with deferred tax assets to the ~~form of~~extent a ~~sensitivity analysis of unobservable inputs to reasonable alternative amounts for all Level 3 recurring fair value measurements.~~net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date. ASU 2011-04 became effective for interim and annual periods beginning on or after December 15, 2011. The Company adopted this guidance in the third quarter of Fiscal 2012. The adoption of this guidance required additional disclosures, but did not have any impact on our consolidated results of operations, financial position, or cash flows.

~~On June 16, 2011, the FASB issued ASU 2011-05,~~ ~~Presentation of Comprehensive Income,~~ ~~which revised the manner in which entities present comprehensive income in their financial statements. ASU 2011-05 is~~2011-13 will become effective for fiscal years beginning after December 15, ~~2011~~2013 (our Fiscal ~~2013)~~2015). We ~~do not believe that~~are currently evaluating the ~~adoption of this will have a significant~~ impact on our consolidated financial statements.

In ~~September 2011,~~May 2014, the FASB issued ASU ~~2011-08,~~2014-09, ~~Testing Goodwill for Impairment,~~Revenue from Contracts with Customers (Topic 606), which ~~simplified the manner in which entities test goodwill for impairment. After assessment of certain qualitative factors, if it is determined~~specifies how and when to be more likely than not that the fair value of a reporting unit is less than its carrying amount, entities must perform a quantitative analysis of the goodwill impairment test. Otherwise, the quantitative test becomes optional.recognize revenue as well as providing informative, relevant disclosures. ASU ~~2011-08 is~~2014-09 will become effective for fiscal years beginning after December 15, ~~2011~~2016 (our Fiscal ~~2013)~~2018). We ~~do not believe that~~are currently evaluating the ~~adoption of this will have a significant~~ impact on our consolidated financial statements.

In June 2014, the FASB issued ASU 2014-12, Stock Compensation (Topic 718), which provides guidance on the accounting for reporting entities that grant their employees share-based payments in which the terms of the award stipulate that a performance target that affects vesting could be achieved after the requisite service period. ASU 2012-12 will become effective for years ending after December 15, 2015 (our Fiscal 2016). We are currently evaluating the impact on our consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Going Concern (Subtopic 205-40), which provides guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern and related

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footnote disclosures. ASU 2012-15 will become effective for years ending after December 15, 2016 (our Fiscal 2017). We are currently evaluating the impact on our consolidated financial statements.

Note 2: ~~Acquisition~~

~~On December 29, 2010 we purchased, through Towables, substantially all of the assets of SunnyBrook, a manufacturer of travel trailer~~Investments and ~~fifth wheel RVs. The aggregate consideration paid was~~ ~~$4.7 million~~ ~~in cash, net of cash acquired, including the repayment of~~ ~~$3.3 million~~ of SunnyBrook commercial and shareholder debt on the closing date. The assets acquired include inventory, equipment and other tangible and intangible property and are being used in connection with the operation of manufacturing towable recreation vehicles. Also on December 29, 2010, we entered into a ~~five-year operating lease agreement for the SunnyBrook facilities. See~~ ~~Note 19~~. The operations of Towables are included in our consolidated operating results from the date of its acquisition. Towables has continued to manufacture products under the SunnyBrook brands. In addition, in the first quarter of Fiscal 2012, Towables began diversifying its product line by including Winnebago brand trailer and fifth wheel products. The primary reason for the acquisition was diversification outside of the motorized market while utilizing the Winnebago brand strength in the towable market allowing for the potential of revenue and earnings growth.

~~The following table summarizes the approximate fair value of the net assets acquired at the date of the closing:~~

(In thousands) December 29, 2010
Current assets $ 5,773
Property, plant and equipment 337
Goodwill 1,228
Dealer network 535
Trademarks 196
Non-compete agreement 40
Current liabilities (2,513 )
Total fair value of net assets acquired 5,596
Less cash acquired (902 )
Total cash paid for acquisition less cash acquired $ 4,694

~~At December 29, 2010, the amortizable intangible assets had a weighted average useful life of~~ ~~9.8~~ ~~years. The dealer network was valued based on the Discounted Cash Flow Method and is being amortized on a straight line basis over~~ 10 ~~years. The trademarks were valued based on the Relief from Royalty Method and are being amortized on a straight line basis over~~ 10 ~~years. The non-compete agreement is being amortized on a straight line basis over~~ 7 ~~years. Goodwill is not subject to amortization and is tax deductible. Pro forma financial information has not been presented due to its insignificance.~~

~~Note 3~~: Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:

Level 1 - Unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date.

Level 2 - Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:

Quoted prices for similar assets or liabilities in active markets;

Quoted prices for identical or similar assets in nonactive markets;

Inputs other than quoted prices that are observable for the asset or liability; and

Inputs that are derived principally from or corroborated by other observable market data.

Level 3 - Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis. We account for fair value measurements in accordance with ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measurement and expands disclosure about fair value measurement. The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

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The following tables set forth by level within the fair value hierarchy our financial assets that were accounted for at fair value on a recurring basis at August ~~25, 2012~~30, 2014 and August ~~27, 2011~~31, 2013 according to the valuation techniques we used to determine their fair values:


	Fair Value at August 25, 2012		Fair Value Measurements Using Inputs Considered As						Fair Value at August 30, 2014		Fair Value Measurements Using Inputs Considered As
(In thousands)	Fair Value at August 25, 2012		Level 1		Level 2		Level 3		Fair Value at August 30, 2014		Level 1		Level 2		Level 3
Long-term investments:
Student loan ARS	$	9,074	$	—	$	—	$	9,074
Assets that fund deferred compensation:
Domestic equity funds	7,924		7,924		—		—		$	5,465	$	5,465	—		—
International equity funds	957		957		—		—		716		716		—		—
Fixed income funds	487		487		—		—		242		242		—		—
Total assets at fair value	$	18,442	$	9,368	$	—	$	9,074	$	6,423	$	6,423	$	—	$	—


	Fair Value at August 27, 2011		Fair Value Measurements Using Inputs Considered As						Fair Value at August 31, 2013		Fair Value Measurements Using Inputs Considered As
(In thousands)	Fair Value at August 27, 2011		Level 1		Level 2		Level 3		Fair Value at August 31, 2013		Level 1		Level 2		Level 3
Long-term investments:
Student loan ARS	$	10,627	$	—	$	—	$	10,627	$	2,108	$	—	$	—	$	2,108
Assets that fund deferred compensation:
Domestic equity funds	9,362		9,362		—		—		7,127		7,127		—		—
International equity funds	1,441		1,441		—		—		742		742		—		—
Fixed income funds	649		649		—		—		287		287		—		—
Total assets at fair value	$	22,079	$	11,452	$	—	$	10,627	$	10,264	$	8,156	$	—	$	2,108

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The following table provides a reconciliation between the beginning and ending balances of items measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3):

(In thousands) August 25, 2012 August 27, 2011
Balance at beginning of year $ 10,627
$ 17,785
Net change included in other comprehensive income (503 ) (8 )
Sales (1,050 ) (7,150 )
Balance at the end of year $ 9,074
$ 10,627

~~The following table presents quantitative information regarding unobservable inputs that were significant to the valuation of assets measured at fair value on a recurring basis at~~ ~~August 25, 2012~~ ~~using Level 3 inputs:~~


					Range
(In thousands)	Fair Value		Valuation Technique	Unobservable Input	Low	High	August 30, 2014			August 31, 2013
Student loan ARS	$	9,074	Discounted Cash Flow	Projected ARS Yield	2.02%	2.16%
				Discount for lack of marketability	2.95%	3.45%
Balance at beginning of year							$	2,108		$	9,074
Net realized loss included in non-operating income							—			(45		)
Net change included in other comprehensive income							242			379
Sales							(2,350		)	(7,300		)
Balance at the end of year							$	—		$	2,108

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Long-term investments. At August 31, 2013, we held $2.4 million (par value) of tax-exempt ARS, which were variable-rate debt securities and had a long-term maturity. Our long-term ~~investments are comprised of our ARS as described in~~ ~~Note 4. Our~~ ARS investments ~~are~~were classified as Level 3, as quoted prices were unavailable ~~due to events described in~~ ~~Note 4. Due to limited~~and there was insufficient observable ARS market information ~~we utilized a DCF model~~available to ~~derive an estimate of~~determine the fair value of these investments. During the first quarter of Fiscal 2014, our remaining ARS holding of $2.4 million was called at par for ~~the ARS at~~ ~~August 25, 2012~~. The assumptions used in preparing the DCF model included estimates with respect to the amount and timing of future interest and principal payments, forward projections of the interest rate benchmarks, the probability ofa full repayment of the principal considering the credit quality and guarantees in place and the rate of return required by investors to own such securities given the current liquidity risk associated with ARS.redemption.

Assets that fund deferred compensation. Our assets that fund deferred compensation are marketable equity securities measured at fair value using quoted market prices and primarily consist of equity-based mutual funds. They are classified as Level 1 as they are traded in an active market for which closing stock prices are readily available. These securities fund the Executive Share Option Plan (see Note 109), a deferred compensation ~~program,~~program. The Executive Plan assets related to those options that will expire within a year are included in prepaid expenses and ~~are presented as~~ other assets in the accompanying balance sheets. The remaining assets are included in other assets.

Assets and Liabilities that are measured at Fair Value on a Nonrecurring Basis. Our non-financial assets, which include goodwill ~~intangible assets~~ and property and equipment, are not required to be measured at fair value on a recurring basis. However, if

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certain triggering events occur, or if an annual impairment test is required, we must evaluate the non-financial asset for impairment. If an impairment did occur, the asset is required to be recorded at the estimated fair value. ~~Using Level 2 inputs, we recorded an impairment of~~ ~~$50,000~~ ~~for our idled fiberglass facility in Hampton, Iowa during the fiscal year ended~~ ~~August 25, 2012~~ ~~, as compared to a~~ ~~$605,000~~ ~~impairment of this facility recorded in Fiscal 2011 (see~~ ~~Note 6~~).

Note 4: ~~Investments~~

~~We own investments in marketable securities that have been designated as "available for sale" in accordance with ASC 320,~~ ~~Investments - Debt and Equity Securities. Available for sale securities are carried at fair value with the unrealized gains and losses reported in "Accumulated Other Comprehensive Income," a component of stockholders' equity.~~

At ~~August 25, 2012, we held~~ ~~$9.7 million~~ ~~(par value) of tax-exempt ARS, which are variable-rate debt securities and have a long-term maturity with the interest rate being reset through Dutch auctions that are typically held every~~ 7, 28 or 35 days. Prior to February 2008, these securities traded at par and are callable at par at the option of the issuer. Interest is typically paid at the end of each auction period or semiannually. The ARS we hold are rated AAA by Standard & Poor's Ratings Services and AAA to A by Fitch Ratings, and are collateralized by student loans guaranteed by the US Government under the Federal Family Education Loan Program.

Since February 2008, most ARS auctions have failed and there is no assurance that future auctions for our ARS will succeed and, as a result, our ability to liquidate our investment and fully recover the par value in the near term may be limited or nonexistent. We have no reason to believe that any of the underlying issuers of our ARS are presently at risk of default. We have continued to receive interest payments on the ARS in accordance with their terms. We believe we will ultimately be able to liquidate our ARS related investments without significant loss primarily due to the collateral securing the ARS, but also due to the partial redemptions we have received over the last ~~three~~ ~~fiscal years at par value. However, redemption could take until final maturity of the ARS (up to~~ 29 ~~years)~~ to realize the par value of our investments. Due to the changes and uncertainty in the ARS market, we believe the recovery period for these investments is likely to be longer than 12 months and as a result, we have classified these investments as long-term as of ~~August 25, 2012~~.

~~In November 2008, we elected to participate in a rights offering by UBS AG ("UBS"), one of our brokers, which provided us with rights (the “Put Rights”) to sell to them~~ ~~$13.5 million~~ ~~at par value of our ARS portfolio, purchased through UBS, at any time during a~~ ~~two-year sale period beginning June 30, 2010. The terms of the legal settlement agreement also allowed us to borrow on a portion of our portfolio at “no net cost” and as a result, we borrowed~~ ~~$9.1 million~~ under this arrangement in Fiscal 2009. We had the ability to maintain the no net cost loans until the securities were liquidated or they reached the June 2010 put date. During Fiscal 2010 in advance of the put date, UBS elected to redeem securities that had a par value of ~~$12.6 million. Terms of the settlement agreement required us to repay a portion of the outstanding borrowings of~~ ~~$8.5 million. On June 30, 2010, we elected to exercise our Put Rights thereby liquidating our remaining UBS portfolio of~~ ~~$900,000~~ ~~and in accordance of the terms repaid the remaining~~ ~~$610,000~~ ~~of short-term ARS borrowings.~~

At ~~August 25, 2012~~, there was insufficient observable ARS market information available to determine the fair value of our ARS investments. Therefore, we estimated fair value by incorporating assumptions that market participants would use in their estimates of fair value. Some of these assumptions included credit quality, final stated maturities, estimates on the probability of the issue being called prior to final maturity, impact due to extended periods of maximum auction rates and broker quotes from independent evaluators. Based on this analysis, we recorded an unrealized temporary impairment of ~~$576,000~~ ~~in accumulated other comprehensive income before tax considerations related to our long-term ARS investments of~~ ~~$9.7 million~~ ~~(par value) at August 25, 2012.~~

~~Note 5~~3: Inventories

Inventories consist of the following:


(In thousands)	August 25, 2012			August 27, 2011			August 30, 2014			August 31, 2013
Finished goods	$	30,054		$	29,656		$	28,029		$	43,927
Work-in-process	45,240			31,966			49,919			46,257
Raw materials	42,824			39,180			66,200			52,201
Total	118,118			100,802			144,148			142,385
LIFO reserve	(31,024		)	(31,637		)	(31,300		)	(29,844		)
Total inventories	$	87,094		$	69,165		$	112,848		$	112,541

The above value of inventories, before reduction for the LIFO reserve, approximates replacement cost at the respective dates. Of the $~~118.1~~144.1 million inventory at August ~~25, 2012~~30, 2014, $~~110.1~~137.7 million is valued on a LIFO basis and the Towables inventory of $~~8.0~~6.4 million is valued on a FIFO basis. Of the $~~100.8~~142.4 million inventory at August ~~27, 2011~~31, 2013, $~~94.3~~136.1 million is valued on a LIFO basis and the Towables inventory of $~~6.5~~6.3 million is valued on a FIFO basis.

~~Based~~During Fiscal 2014 we recorded an increase to LIFO reserves of $1.5 million, based on ~~decreases~~increases in ~~inflation rates~~inflation. During Fiscal 2013 we recorded a decrease to LIFO reserves of $1.2 million, based on deflation partially offset by an increase in ~~inventories~~inventories.

Note 4: Net Investment in Operating Leases and Operating Lease Repurchase Obligation

During the third quarter of Fiscal 2014 we delivered 520 RV rental units to Apollo, a US RV rental company. Under the terms of a sales agreement with Apollo, all units were paid for upon delivery. To secure an order of this magnitude, we contractually agreed to repurchase up to 343 of the units at specified prices after one season of rental use (by no later than December 31, 2014) provided certain conditions are met. As a result, the units subject to repurchase are accounted for as operating leases and are recorded in the balance sheet as net investment in operating leases of $16.0 million at August 30, 2014. The original cost of these units is being depreciated down to the estimated net realizable value of the rental units during ~~Fiscal~~ ~~2012~~,the time frame that the units are in rental use. Also, we recorded ~~a reduction to LIFO reserves~~in the balance sheet operating lease repurchase obligations of ~~$613,000~~.$16.1 million at August 30, 2014 which represents our estimated repurchase obligation per the terms of the sales agreement.

Estimated net lease revenue is being recorded ratably over the rental period that Apollo holds the units based upon the difference between the proceeds received and the estimated repurchase obligation less the estimated depreciation expense of the unit.

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When we sell the repurchased units we will record a gain or loss for the difference, if any, between the estimated residual value of the unit and the actual resale value as a component of net lease revenue. We recorded $626,000 of net lease revenue during Fiscal 2014.

We anticipate repurchasing most of the units subject to repurchase during the first quarter of Fiscal 2015 and for any units subject to repurchase which are not returned we will remove the remaining net investment in lease and repurchase obligation balance for such units and record a net gain or loss for the difference between these two balances.

Note 65: Property, Plant and Equipment and Assets Held for Sale

Property, plant and equipment is stated at cost, net of accumulated depreciation and consists of the following:


(In thousands)	August 25, 2012			August 27, 2011			August 30, 2014			August 31, 2013
Land	$	757		$	767		$	738		$	757
Buildings and building improvements	49,641			49,226			47,273			50,297
Machinery and equipment	90,775			90,380			90,101			88,280
Software							4,356			2,944
Transportation	8,858			8,837			9,098			9,044
Total property, plant and equipment, gross	150,031			149,210			151,566			151,322
Less accumulated depreciation	(130,053		)	(126,621		)	(126,431		)	(131,056		)
Total property, plant and equipment, net	$	19,978		$	22,589		$	25,135		$	20,266

In the second quarter of Fiscal 2014, a lessee exercised an option to purchase warehouse facilities that they had leased from us since 1980. Net proceeds from the sale were $2.3 million, resulting in a gain of $629,000.

Assets Held for Sale

~~During the first quarter of Fiscal 2011, the CCMF facility was sold. The sale was finalized on November 1, 2010 and generated~~ ~~$4.0 million~~ ~~in gross proceeds, selling costs of~~ ~~$256,000~~ ~~and a gain of~~ ~~$644,000~~.

At ~~August 25, 2012, assets held for sale consist of an idled fiberglass facility in Hampton, Iowa valued at~~ ~~$550,000~~.

We recorded an impairment of $855,000 for the Hampton facility in the fourth quarter of Fiscal 2009 when the decision to close the facility was made. Additional impairment of $605,000 was recorded during the third quarter of Fiscal 2011 as a result of deteriorating real estate market conditions and and an additional impairment of $50,000 was recorded during the fourth quarter of Fiscal 2012 based upon the sale of the asset that occurred shortly after Fiscal 2012. On August 30, 2012 (our Fiscal 2013), itthe facility was sold in an arm's-length transaction to New South Central Properties, LLC. The sale generated $550,000 in gross ~~proceeds.~~proceeds, selling costs of $28,000 and a loss of $28,000.

At August 31, 2013 and August 30, 2014, we had no assets held for sale.

Note 76: Goodwill and Amortizable Intangible Assets

Goodwill and intangible assets are the result of the acquisition of SunnyBrook during ~~the second quarter of~~ Fiscal ~~2011, as more fully described in~~ ~~Note 2~~.2011. Goodwill of $1.2 million is not subject to amortization for financial statement purposes, but is amortizable for tax return purposes. Goodwill assets are reviewed for impairment by applying a fair-value based test on an annual basis, or more frequently if circumstances indicate a potential impairment.

Amortizable intangible assets ~~are~~of $770,000 consisted of dealer network, trademarks and non-compete agreements and were fully amortized onin Fiscal 2013 after identifying a ~~straight-line basis. The weighted average remaining amortization period at~~ ~~August 25, 2012~~ is ~~8.2~~ ~~years.~~

~~Amortizable intangible assets consist of~~decrease in the ~~following:~~

August 25, 2012 August 27, 2011
(In thousands) Cost Accumulated Amortization Cost Accumulated Amortization
Dealer network 534
88
534
34
Trademarks 196
32
196
13
Non-compete agreement 40
10
40
4
Total $ 770
$ 130
$ 770
$ 51

estimated useful lives. Amortization expense was $~~79,000~~0, $640,000 and $79,000 for Fiscal 2014, Fiscal 2013, and Fiscal 2012~~. Estimated amortization expense of intangible assets for next~~ , respectively.~~five~~ ~~fiscal years is as follows:~~

(In thousands) Amount
Year Ended: 2013 $ 79
2014 79
2015 79
2016 79
2017 79

Note 87: Credit Facilities

On October ~~13, 2009,~~31, 2012, we entered into a ~~Loan and Security~~Credit Agreement ~~(the "Loan Agreement")~~ with ~~Burdale Capital Finance, Inc., as Agent (the "Agent").~~GECC. The ~~Loan~~Credit Agreement ~~provided~~provides for an initial $~~20.0~~35.0 million revolving credit facility, based on ~~the Company's~~our eligible ~~accounts receivable~~inventory and ~~eligible inventory. The facility expired~~was to expire on October ~~13, 2012.~~ 31, 2015 before the amendment described below. There is no termination fee associated with the agreement.

The ~~Loan~~Credit Agreement ~~contained~~contains no financial covenant restrictions for borrowings ~~up to~~where we have excess borrowing availability under the facility of greater than $~~12.5~~5.0 million~~; provided that borrowings cannot exceed the Asset Coverage Amount (as defined in the Loan Agreement) divided by~~ ~~2.25~~. The ~~Loan~~Credit Agreement ~~required~~requires us to comply with ~~certain financial covenants not yet established~~a fixed charge ratio if ~~we borrowed more~~excess borrowing availability under the facility is less than $~~12.5 million~~ ~~up to~~ ~~$20.0~~5.0 million. ~~These covenants to be established included minimum EBITDA and minimum liquidity measurements, as defined in~~In addition the ~~agreement and limitations on capital~~

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~~expenditures. The Loan~~Credit Agreement also ~~included~~includes a framework to expand the size of the facility up to $50.0 million, based on mutually agreeable ~~covenants to be determined~~terms at the time of the expansion. ~~Interest on loans made under the credit facility would have been based on the greater of LIBOR or~~ ~~2.0%~~ ~~plus a margin of~~ ~~4.0%~~ ~~or the greater of prime rate or~~ ~~4.25%~~ ~~plus a margin of~~ ~~3.0%~~. The initial unused line fee associated with ~~this Loan~~the Credit Agreement ~~was~~is ~~1.25%~~0.5% per ~~annum. No borrowings were made under~~annum and has the ~~Loan Agreement in Fiscal 2012.~~ability to be lowered based upon facility usage.

The ~~Loan~~Credit Agreement ~~contained~~contains typical affirmative representations and covenants for a credit agreement of this size and nature. Additionally, the ~~Loan~~Credit Agreement ~~contained~~contains negative covenants limiting our ability, among other things, to incur debt, grant liens, make acquisitions, make certain investments, pay certain dividends and distributions, ~~(including stock repurchases),~~ engage in mergers, consolidations or acquisitions and sell certain assets. ~~The Loan Agreement expressly prohibited the payment of cash dividends without the consent of the Agent and the lenders thereunder in their sole discretion. Our obligations~~Obligations under the ~~Loan~~Credit Agreement ~~were~~are secured by a security interest in all of our accounts and other receivables, chattel paper, documents, deposit accounts, instruments, equipment, inventory, investment

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property, leasehold interest, cash and cash equivalents, letter-of-credit rights, most real property and fixtures and certain other business assets.

On ~~February 1, 2012 Wells Fargo Bank, National Association purchased~~May 28, 2014, we amended this Credit Agreement (the "Amended Credit Agreement"). The Amended Credit Agreement extends the ~~loan portfolio~~term of ~~Burdale Capital Finance, Inc., which~~the credit facility from October 31, 2015 to May 28, 2019. In addition, interest on loans made under the Amended Credit Facility will be based on LIBOR plus a margin of 2.0%. The amendment also revised and added definitions of several terms including an expanded Restricted Payment Basket that now permits up to $15.0 million purchases of company stock or cash dividends to be excluded from the Fixed Charge ratio. In addition, the definition of Eligible Accounts was expanded to permit certain receivables to be included in the ~~Loan Agreement. No modifications were made~~Borrowing Base. The Amended Credit Agreement also permits us to engage in certain sale lease buyback transactions in the ~~Loan Agreement as a result~~ordinary course of business subject to certain restrictions and increases our ability to incur capital lease obligations.

As of the date of this ~~transaction.~~

~~The Loan~~report, we are in compliance with all terms of the Credit Agreement, ~~expired on October 13, 2012. We are reviewing other financing alternatives~~ and ~~expect to enter into a similar facility before the end of calendar 2012.~~no borrowings have been made thereunder.

Note 98: Warranty

We provide our ~~motor home~~motorhome customers a comprehensive 12-month/15,000-mile warranty on our Class A, B, and C ~~motor homes,~~motorhomes, and a 3-year/36,000-mile structural warranty on Class A and C sidewalls and floors. We provide a comprehensive 12-month warranty on all towable products. ~~We have also incurred~~From time to time, we voluntarily incur costs for certain warranty-type expenses ~~which occurred~~occurring after the normal warranty ~~period. We have voluntarily agreed to pay such costs~~period to help protect the reputation of our products and the goodwill of our customers. Estimated costs related to product warranty are accrued at the time of sale and are based upon past warranty claims and unit sales history and adjusted as required to reflect actual costs incurred, as information becomes available. A significant increase in dealership labor rates, the cost of parts or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such claims or additional costs materialize. We also incur costs as a result of additional service actions not covered by our warranties, including product recalls and customer satisfaction actions. Estimated costs are accrued at the time the service action is implemented and are based upon past claim rate experiences and the estimated cost of the repairs.

Changes in our product warranty liability during Fiscal ~~2012~~2014, Fiscal ~~2011~~2013, and Fiscal ~~2010~~2012 are as follows:


(In thousands)	August 25, 2012			August 27, 2011			August 28, 2010			August 30, 2014			August 31, 2013			August 25, 2012
Balance at beginning of year	$	7,335		$	7,634		$	6,408		$	8,443		$	6,990		$	7,335
Provision	5,756			5,566			6,209			10,947			9,075			5,756
Claims paid	(6,101		)	(5,865		)	(4,983		)	(9,889		)	(7,622		)	(6,101		)
Balance at end of year	$	6,990		$	7,335		$	7,634		$	9,501		$	8,443		$	6,990

Note 109: Employee and Retiree Benefits

Postretirement health care and deferred compensation benefits are as follows:


(In thousands)	August 25, 2012			August 27, 2011			August 30, 2014			August 31, 2013
Postretirement health care benefit cost	$	45,132		$	41,370		$	36,930		$	36,244
Non-qualified deferred compensation	23,630			24,622			21,014			22,366
Executive share option plan liability	7,798			9,286			5,628			6,959
SERP benefit liability	3,342			3,086			2,974			2,876
Executive deferred compensation	102			93			213			105
Officer stock-based compensation							627			543
Total postretirement health care and deferred compensation benefits	80,004			78,457			67,386			69,093
Less current portion	(4,869		)	(3,965		)
Long-term postretirement health care and deferred compensation benefits	$	75,135		$	74,492
Less current portion⁽¹⁾							(4,575		)	(5,019		)
Long-term postretirement health care and deferred compensation benefits⁽²⁾							$	62,811		$	64,074


⁽¹⁾	Included in current liabilities in the Consolidated Balance Sheets


⁽²⁾	Included in long-term liabilities in the Consolidated Balance Sheets

Postretirement Health Care Benefits

We provide certain health care and other benefits for retired employees hired before April 1, 2001, who have fulfilled eligibility requirements at age 55 with 15 years of continuous service. We use a September 1 measurement date for this plan and our postretirement health care plan currently is not funded. In Fiscal 2005, we established dollar caps on the amount that we will pay for postretirement health care benefits per retiree on an annual basis so that we were not exposed to continued medical inflation.

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Retirees are required to pay a monthly premium in excess of the employer dollar caps for medical coverage based on years of service and age at retirement. In January 2012, January 2013, and January 2014 the employer established dollar caps were reduced by 10% in each year through a plan ~~amendment which reduced our~~amendments. Our liability for postretirement health care was reduced by $~~4.6~~4.3 million and $3.6 million as of August 31, 2013 and August 30, 2014, respectively, as presented in the table below.

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~~The~~Based on actuarial evaluations, the discount rate used in determining the accumulated postretirement benefit obligation was ~~3.6%~~3.9% at August ~~25, 2012~~30, 2014 and ~~4.9%~~4.6% at August ~~27, 2011~~31, 2013. In Fiscal ~~2012~~2014, the decrease in the discount rate resulted in an increase to the benefit obligation of $~~7.2~~3.4 million, presented as an actuarial loss in the following table. Assumed health care cost trend rates do not have a significant effect in determining the accumulated postretirement benefit obligation due to employer caps established.

Changes in our postretirement health care liability are as follows:


(In thousands)	August 25, 2012			August 27, 2011			August 30, 2014			August 31, 2013
Balance at beginning of year	$	41,370		$	40,327		$	36,244		$	45,132
Interest cost	1,849			1,905			1,540			1,508
Service cost	539			608			393			574
Net benefits paid	(1,213		)	(1,228		)	(1,035		)	(1,109		)
Actuarial loss	7,185			(242		)
Actuarial loss (gain)							3,368			(5,572		)
Plan amendment	(4,598		)	—			(3,580		)	(4,289		)
Balance at end of year	$	45,132		$	41,370		$	36,930		$	36,244

Net periodic postretirement benefit income for the past three fiscal years consisted of the following components:


	Year Ended									Year Ended
(In thousands)	August 25, 2012			August 27, 2011			August 28, 2010			August 30, 2014			August 31, 2013			August 25, 2012
Interest cost	$	1,849		$	1,905		$	1,979		$	1,540		$	1,508		$	1,849
Service cost	539			608			555			393			574			539
Amortization of prior service benefit	(4,592		)	(4,199		)	(4,199		)	(5,650		)	(5,170		)	(4,592		)
Amortization of net actuarial loss	1,029			1,095			875			1,077			1,603			1,029
Net periodic postretirement benefit income	$	(1,175	)	$	(591	)	$	(790	)	$	(2,640	)	$	(1,485	)	$	(1,175	)

For accounting purposes, we recognized net periodic postretirement income as presented in the table above, due to the amortization of prior service benefit associated with the establishment of caps on the employer portion of benefits in Fiscal 2005 and the 10% cap ~~reduction~~reductions in Fiscal 2014, Fiscal 2013 and Fiscal 2012.

Amounts not yet recognized in net periodic benefit cost and included in accumulated other comprehensive income (before taxes) are as follows:


(In thousands)	August 25, 2012			August 27, 2011			August 30, 2014			August 31, 2013
Prior service credit	$	(17,808	)	$	(17,801	)	$	(14,857	)	$	(16,926	)
Net actuarial loss	22,075			15,918			17,190			14,899
Accumulated other comprehensive income	$	4,267		$	(1,883	)
Accumulated other comprehensive income (loss)							$	2,333		$	(2,027	)

The estimated amounts that will be will be amortized from accumulated other comprehensive income to net periodic benefit cost in Fiscal ~~2013~~2015 include a prior service credit of $~~4.8~~5.2 million and an actuarial net loss of $~~1.6~~1.3 million.

Expected future benefit payments for postretirement health care for the next ten years are as follows:


(In thousands)	(In thousands)	Amount		(In thousands)	Amount
Year:	2013	$	1,249	2015	$	1,164
	2014	1,457		2016	1,306
	2015	1,645		2017	1,447
	2016	1,806		2018	1,587
	2017	1,967		2019	1,723
	2018 - 2022	11,936		2020-2024	10,336
	Total	$	20,060	Total	$	17,563

The expected future benefit payments have been estimated based on the same assumptions used to measure our benefit obligation as of August ~~25, 2012~~30, 2014 and include benefits attached to estimated current employees' future services.

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Deferred Compensation Benefits

Non-Qualified Deferred Compensation Program (1981)

We have a Non-Qualified Deferred Compensation Program which permitted key employees to annually elect to defer a portion of their compensation until their retirement. The plan has been closed to any additional deferrals since January 2001. The retirement

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benefit to be provided is based upon the amount of compensation deferred and the age of the individual at the time of the contracted deferral. An individual generally vests at age 55 and 5 years of participation under the plan. For deferrals prior to December 1992, vesting occurs at the later of age 55 and 5 years of service from first deferral or 20 years of service. Deferred compensation expense was $~~1.6~~1.4 million, $~~1.8~~1.5 million and $~~1.9~~1.6 million in Fiscal ~~2012~~2014, ~~2011~~2013 and ~~2010~~2012, respectively. Total deferred compensation liabilities were $~~23.6~~21.0 million and $~~24.6~~22.4 million at August ~~25, 2012~~30, 2014 and August ~~27, 2011~~31, 2013, respectively.

Supplemental Executive Retirement Plan (SERP)

The primary purpose of this plan was to provide our officers and managers with supplemental retirement income for a period of 15 years after retirement. We have not offered this plan on a continuing basis to members of management since 1998. The plan was funded with individual whole life insurance policies (Split Dollar Program) owned by the named insured officer or manager. We initially paid the life insurance premiums on the life of the individual and the individual would receive life insurance and supplemental cash payment during the 15 years following retirement. In October 2008, the plan was amended as a result of changes in the tax and accounting regulations and rising administrative costs. Under the redesigned SERP, the underlying life insurance policies previously owned by the insured individual became COLI by a release of all interests by the participant and assignment to us as a prerequisite to participation in the SERP and transition from the Split Dollar Program. Total SERP liabilities were $~~3.3~~3.0 millionand$~~3.1~~2.9 million at August ~~25, 2012~~30, 2014 and August ~~27, 2011~~31, 2013, respectively. This program remains closed to new employee participation.

To assist in funding the deferred compensation and SERP liabilities, we have invested in COLI policies. The cash surrender value of these policies is presented as investment in life insurance in the accompanying balance sheets and consists of the following:


(In thousands)	August 25, 2012			August 27, 2011			August 30, 2014			August 31, 2013
Cash value	$	53,948		$	53,650		$	55,982		$	55,484
Borrowings	(30,821		)	(29,981		)	(30,856		)	(30,433		)
Investment in life insurance	$	23,127		$	23,669		$	25,126		$	25,051

Non-Qualified Share Option Program (2001)

The Non-Qualified Share Option Program permitted participants in the Executive Share Option Plan (the "Executive Plan") to choose to defer a portion of their salary or other eligible compensation in the form of options to purchase selected securities, primarily equity-based mutual funds. These assets are treated as trading securities and are recorded at fair value. The Executive Plan has been closed to any additional deferrals since January 2005. ~~Total~~The Executive Plan assets related to those options that will expire within a year are included in prepaid expenses and other assets in the accompanying balance sheets. ~~Such~~The remaining assets are included in other assets. Total assets on August ~~25, 2012~~30, 2014 and August ~~27, 2011~~31, 2013 were $~~9.4~~6.4 million and $~~11.5~~8.2 million, respectively, and the liabilities were $~~7.8~~5.6 million and $~~9.3~~7.0 million, respectively. The difference between the asset and liability balances represents the additional 25% we contributed at the time of the initial deferrals to aid in potential additional earnings to the participant. This contribution is required to be paid back to us when the option is exercised. A participant may exercise his or her options per the plan document, but there is a requirement that after these dollars have been invested for 15 years the participant is required to exercise such option.

Executive Deferred Compensation Plan (2007)

In December 2006, we adopted the Winnebago Industries, Inc. Executive Deferred Compensation Plan (the "Executive Deferred Compensation Plan"). Under the Executive Deferred Compensation Plan, corporate officers and certain key employees may annually choose to defer up to 50% of their salary and up to 100% of their cash incentive awards. The assets are presented as other assets and the liabilities are presented as postretirement health care and deferred compensation benefits in the accompanying balance sheets. Such assets on August ~~25, 2012~~30, 2014 and August ~~27, 2011~~31, 2013 were $~~102,000~~211,000 and $~~93,000~~105,000, respectively, and liabilities were $~~102,000~~213,000 and $~~93,000~~105,000, respectively.

Profit Sharing Plan

We have a qualified profit sharing and contributory 401(k) plan for eligible employees. The plan provides quarterly discretionary matching cash contributions as approved by our Board of Directors. Contributions to the plan for Fiscal ~~2012~~2014, ~~2011~~2013 and ~~2010~~2012 were $~~676,000~~1.1 million, $~~676,000~~865,000 and $~~685,000~~676,000, respectively.

Note 1110: Contingent Liabilities and Commitments

Repurchase Commitments

Generally, manufacturers in the RV industry enter into repurchase agreements with lending institutions which have provided wholesale floorplan financing to dealers. Most dealers' RVs are financed on a "floorplan" basis under which a bank or finance company lends the dealer all, or substantially all, of the purchase price, collateralized by a security interest in the ~~recreation vehicles~~RVs purchased.

Our repurchase agreements provide that, in the event of default by the dealer on the agreement to pay the lending institution, we

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will repurchase the financed merchandise. The terms of these agreements, which generally can last up to 18 months, provide that our liability will be the lesser of remaining principal owed by the dealer or dealer invoice less periodic reductions based on the time since the date of the original invoice. Our contingent liability on these repurchase agreements was approximately $~~165.4~~363.8 million and $~~155.5~~232.9 million at August ~~25, 2012~~30, 2014 and August ~~27, 2011~~31, 2013, respectively.

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In certain instances, we also repurchase inventory from our dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations. Although laws vary from state to state, some states have laws in place that require manufacturers of ~~recreation vehicles~~RVs to repurchase current inventory if a dealership exits the business. Incremental repurchase exposure beyond existing repurchase agreements, related to dealer inventory in states that we have had historical experience of repurchasing inventory, totaled $~~5.0~~6.8 million and $~~5.7~~8.0 million at August ~~25, 2012~~30, 2014 and August ~~27, 2011~~31, 2013, respectively.

Our risk of loss related to these repurchase commitments is significantly reduced by the potential resale value of any products that are subject to repurchase and is spread over numerous dealers and lenders. The aggregate contingent liability related to our repurchase agreements represents all financed dealer inventory at the period reporting date subject to a repurchase agreement, net of the greater of periodic reductions per the agreement or dealer principal payments. Based on the repurchase exposure as previously described, we established an associated loss reserve. Our accrued losses on repurchases were $~~627,000~~ ~~as of~~ ~~August 25, 2012~~ ~~and~~ ~~$1.2~~2.2 million as of August ~~27, 2011~~30, 2014 and $1.3 million as of August 31, 2013.

A summary of the activity for the fiscal years stated for repurchased units is as follows:


(Dollars in thousands)	Fiscal 2012		Fiscal 2011		Fiscal 2010		Fiscal 2014		Fiscal 2013		Fiscal 2012
Inventory repurchased:
Units	18		25		4		21		20		18
Dollars	$	1,264	$	2,431	$	300	$	467	$	451	$	1,264
Inventory resold:
Units	18		25		5		20		20		18
Cash collected	$	1,113	$	2,144	$	328	$	392	$	353	$	1,113
Loss recognized	$	151	$	287	$	44	$	75	$	98	$	151
Units in ending inventory	—		—		—		1		—		—

Litigation

We are involved in various legal proceedings which are ordinary and routine litigation incidental to our business, some of which are covered in whole or in part by insurance. We believe while the final resolution of any such litigation may have an impact on our results for a particular reporting period, the ultimate disposition of such litigation will not have any material adverse effect on our financial position, results of operations or liquidity.

Lease Commitments

We have operating leases for certain land, buildings and equipment. Lease expense was $$1.1 million for Fiscal 2014, $949,000 for Fiscal 2013 and $864,000 for Fiscal 2012 ~~(see~~ ~~Note 19~~), ~~$642,000~~ ~~for~~ ~~Fiscal 2011~~ ~~and~~ ~~$220,000~~ ~~for~~ ~~Fiscal 2010~~. Minimum future lease commitments under noncancelable lease agreements in excess of one year as of August ~~25, 2012~~30, 2014 are as follows:


(In thousands)	(In thousands)	Amount		(In thousands)	Amount
Year Ended:	2013	$	958	2015	$	742
	2014	685		2016	295
	2015	223		2017	72
	2016	—		2018	71
	2017	—		2019	54
	Total	$	1,866	Total	$	1,234

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Note 1211: Income Taxes

The components of the provision (benefit) ~~provision~~ for income taxes are as follows:


	Year Ended									Year Ended
(In thousands)	August 25, 2012			August 27, 2011			August 28, 2010			August 30, 2014			August 31, 2013			August 25, 2012
Current
Federal	$	468		$	588		$	(7,694	)	$	17,923		$	10,958		$	468
State	(584		)	(564		)	(3,255		)	(170		)	(680		)	(584		)
Total current tax provision (benefit)	(116		)	24			(10,949		)	17,753			10,278			(116		)
Deferred
Federal	(33,218		)	62			1,260			1,415			1,666			(33,218		)
State	(1,531		)	8			184			456			1,197			(1,531		)
Total deferred tax (benefit) provision	(34,749		)	70			1,444
Total tax (benefit) provision	$	(34,865	)	$	94		$	(9,505	)
Total deferred tax provision (benefit)										1,871			2,863			(34,749		)
Total tax provision (benefit)										$	19,624		$	13,141		$	(34,865	)

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Current Tax Provision (Benefit) ~~Provision~~

The amount of current federal tax provision noted in the table above for Fiscal ~~2012~~2014, 2013 and ~~2011~~2012 represents primarily the estimated federal tax ~~(benefit)~~ payable for those fiscal years in addition to the tax effect of tax planning initiatives recorded during the year. ~~Of the current federal benefit of~~ ~~$7.7 million~~ ~~for Fiscal 2010 reflected in the table above,~~ ~~$5.8 million~~ relates to the carryback of our Fiscal 2009 losses and the remaining benefit relates to settlements of uncertain tax positions as a result of our federal audit. On November 6, 2009, the President of the United States signed into law the Worker, Homeownership, and Business Assistance Act of 2009, which expanded the NOL carryback period from two to five years, allowing us to carryback all Fiscal 2009 NOLs. As a result, we recorded a total tax benefit of ~~$5.8 million~~ ~~in Fiscal 2010 related to the portion of the 2009 NOL that was previously not able to be carried back and reduced the associated valuation allowance.~~

The state benefit recorded in Fiscal ~~2012, Fiscal 2011~~2014, 2013 and ~~Fiscal 2010~~2012 is primarily a result of tax planning initiatives recorded during those years.

Deferred Tax Provision (Benefit) ~~Provision~~

The deferred federal and state expense recorded during Fiscal 2014 and 2013 is primarily a result of the utilization of deferred tax assets during the year. The deferred federal and state tax benefit recorded during Fiscal 2012 is associated with the reduction in valuation allowance on deferred tax assets. ~~During the year, the Company made the determination~~For Fiscal 2014, Fiscal 2013 and Fiscal 2012, we have determined that ~~a full valuation on the~~$33.7 million, $33.4 million and $39.0 million, respectively, of our deferred tax assets is no longer required as a result of our analysis that illustrates our ability to utilize the assets in the future. The deferred federal tax expense recorded during Fiscal 2010 is primarily the result of tax planning initiatives and changes in the valuation allowance recorded during that year.were sustainable.

The following is a reconciliation of the US statutory income tax rate to our effective tax rate:


	Year Ended						Year Ended
(A percentage)	August 25, 2012		August 27, 2011		August 28, 2010		August 30, 2014		August 31, 2013		August 25, 2012
US federal statutory rate	34.0	%	34.0	%	35.0	%	35.0	%	35.0	%	34.0	%
State taxes, net of federal benefit	2.5	%	2.1	%	4.2	%	2.3	%	2.1	%	2.5	%
Tax-free and dividend income	(9.7	)%	(8.4	)%	(136.5	)%	(1.5	)%	(2.2	)%	(9.7	)%
Income tax credits	(1.7	)%	(4.6	)%	—	%	(0.4	)%	(1.7	)%	(1.7	)%
Domestic production activities deduction	(1.1	)%	(1.3	)%	—	%	(2.8	)%	(2.4	)%	(1.1	)%
Other permanent items	4.8	%	(0.1	)%	187.2	%	(0.9	)%	(0.8	)%	4.8	%
Valuation allowance	(372.8	)%	(16.8	)%	(735.3	)%	(0.4	)%	0.2	%	(372.8	)%
Uncertain tax positions settlements and adjustments	(1.6	)%	(4.1	)%	(430.6	)%	(1.0	)%	(1.1	)%	(1.6	)%
Amended state returns	0.6	%	—	%	(193.4	)%	—	%	—	%	0.6	%
Other	—	%	—	%	(11.6	)%
Effective tax (benefit) provision rate	(345.0	)%	0.8	%	(1,281.0	)%
Effective tax provision (benefit) rate							30.3	%	29.1	%	(345.0	)%

~~Table~~During the year, deferred tax assets associated with tax credits were written off as they expired during the year. These assets had a full valuation allowance associated with them. As such, when the deferred tax assets were written off, the valuation allowance associated with the deferred tax assets were also removed. This activity resulted in not having any rate impact, as the 2.2% deferred tax expense associated with the deferred tax asset write off was offset by the 2.2% deferred tax benefit recorded with the reduction of ~~Contents~~the valuation allowance.

Significant items comprising our net deferred tax assets are as follows:


	August 25, 2012			August 27, 2011			August 30, 2014				August 31, 2013
(In thousands)	Total			Total			Total				Total
Current
Warranty reserves	$	2,759		$	2,588		$	3,620			$	3,191
Self-insurance reserve	1,556			1,204			1,882				1,704
Accrued vacation	1,595			1,625			1,805				1,810
Inventory	186			669			(1,682		)		(1,078		)
Deferred compensation	1,215			1,022			1,199				1,118
Miscellaneous reserves	1,142			1,349
Other							2,817				997
Total current	8,453			8,457			9,641				7,742
Noncurrent
Postretirement health care benefits	16,508			15,087			13,634				13,186
Deferred compensation	12,416			13,493			9,565				10,678
Tax credits and NOL carryforwards	2,750			2,755
Tax credits & NOL carryforwards							261			(1)	2,070
Unrecognized tax benefit	1,416			1,625			895				1,206
Depreciation	(2,037		)	(2,426		)	(992		)		(917		)
Other	1,036			908			666				1,068
Total noncurrent	32,089			31,442			24,029				27,291
Total gross deferred tax assets	40,542			39,899			33,670				35,033
Valuation allowance	(1,569		)	(39,250		)	—				(1,642		)
Total deferred tax assets	$	38,973		$	649		$	33,670			$	33,391

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. ASC 740 requires that companies assess whether valuation allowances should be established against their deferred tax assets based on the consideration of all available evidence, using a "more likely than not" standard. In making such assessments, significant weight is to be given to evidence that can be objectively verified. A company's current or previous losses are given more weight than its future outlook.

~~In Fiscal 2009, we established a full valuation allowance on all deferred tax assets due to our~~

⁽¹⁾~~three-year historical cumulative losses incurred combined with the uncertain market and economic conditions that reduced our ability to rely on our projections of any future taxable income.~~

~~In Fiscal 2011, we re-established deferred tax assets of~~ ~~$649,000, primarily due to taxable earnings achieved in Fiscal 2011 which increased the likelihood of realizing a portion of gross deferred tax assets in the future.~~

During the fourth quarter of Fiscal 2012, we evaluated the sustainability of our deferred tax assets which included the assessment of cumulative income or losses over recent prior periods. We determined that ~~$39.0 million~~ ~~of our deferred tax assets were sustainable due to the fact that we are now in a~~ ~~three~~-year historical cumulative income position as opposed to a three-year historical loss position and have a positive future outlook. This resulted in a tax benefit through the reduction of our valuation allowance. At ~~August 25, 2012, our deferred tax assets included~~ ~~$1.4 million~~ ~~of unused tax credits, which will expire in Fiscal 2014, and~~ ~~$1.4 million~~ ~~of state NOLs that will begin to expire in Fiscal 2013, if not otherwise used by us. A valuation allowance of~~ ~~$1.6 million~~ ~~has been maintained for these assets as it is unlikely that the~~ ~~$1.4 million~~ ~~of tax credits will be utilized before they expire and~~ ~~$200,000~~ ~~of state NOLs are currently not available to be utilized due to a suspension put in place by that state. Based on ASC 740 guidelines, we determined a valuation allowance of~~ ~~$1.6 million~~ ~~was appropriate as of~~ ~~August 25, 2012~~.

At August 30, 2014, NOL carryforwards included $261,000 of state NOLs that will begin to expire in Fiscal 2018. We have evaluated all the

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positive and negative evidence and consider it more likely than not that these carryforwards can be realized. Approximately $1.4 million of tax credits were written off as they expired in Fiscal 2014. As such, the valuation allowance associated with these tax credits was also removed during the year.

Unrecognized Tax Benefits

Changes in the unrecognized tax benefits are as follows:


(In thousands)	Fiscal 2012			Fiscal 2011			Fiscal 2010				Fiscal 2014			Fiscal 2013			Fiscal 2012
Unrecognized tax benefits - beginning balance	$	(5,387	)	$	(5,877	)	$	(9,012	)		$	(2,134	)	$	(5,228	)	$	(5,387	)
Gross increases - tax positions in a prior period	—			—			(254		)
Gross decreases - tax positions in a prior period	599			490			2,900			(1)	816			3,101			599
Gross increases - current period tax positions	(440		)	—			(57		)		(391		)	(7		)	(440		)
Settlements	—			—			546			(2)
Unrecognized tax benefits - ending balance	$	(5,228	)	$	(5,387	)	$	(5,877	)		$	(1,709	)	$	(2,134	)	$	(5,228	)

Accrued interest and penalties (included in unrecognized tax benefits)	$	(2,180	)	$	(2,398	)	$	(2,509	)


⁽¹⁾	~~The~~ ~~$2.9 million~~ decrease in unrecognized benefit reserves is primarily a reduction of reserves associated with positive settlements of uncertain tax positions related to the finalization of the IRS examination of our federal income tax returns for Fiscal 2006 through Fiscal 2008.


⁽²⁾	~~The~~ ~~$546,000~~ ~~reduction in reserves is actual cash payments as a result of settlements of uncertain tax positions in various taxing jurisdictions.~~

The changes in the balance of Unrecognized Tax Benefits during Fiscal 2014 are a result of tax planning initiatives recorded during the year. Approximately $1.9 million of the gross decreases for Fiscal 2013 includes the removal of the interest and penalties from the overall disclosed reserve balance of unrecognized tax benefits. The remaining reductions are as a result of changes in balance of positions that meet the more-likely-than-not threshold.

If the remaining uncertain positions are ultimately favorably resolved, $~~3.3~~2.1 million of unrecognized benefits could have a positive impact on our effective tax ~~rate, as the Company has recorded deferred tax assets associated with these positions, and the valuation allowance associated with this liability has been eliminated.~~rate. It is our policy to recognize interest and penalties accrued relative to unrecognized tax benefits into tax expense. The Company reduced its accrual for interest by $464,000 and penalties by $75,000 during Fiscal 2014. In total, as of August 30, 2014, the Company has recorded $848,000 of interest and $468,000 in penalties in the balance for unrecognized tax benefits. The Company reduced its accrual for interest by $235,000 and penalties by $92,000 during Fiscal 2013. In total, as of August 31, 2013 the Company has recognized a liability for interest of $1.3 million and penalties of $542,000. In Fiscal 2012, we reduced the accrual for interest by approximately $121,000 and reduced the accrual for penalties by approximately $118,000. Approximately $1.5 million of interest and $634,000 in penalties are included in the unrecognized tax benefits ending balance for Fiscal 2012.

We file tax returns in the US federal jurisdiction, as well as various international and state jurisdictions. Our federal income tax return for Fiscal 2009, with source years 2004 and 2005 as a result of carryback claims, were under examination by the IRS and finalized during Fiscal 2011. This examination was concluded during the fourth quarter of Fiscal 2011, resulting with no changes being recommended by the IRS. Although certain years are no longer subject to examinations by the IRS and various state taxing authorities, NOL carryforwards generated in those years may still be adjusted upon examination by the IRS or state taxing authorities if they either have been or will be used in a future period. As of August 30, 2014, our federal returns from Fiscal 2011 to present continue to be subject to review by the IRS. With few exceptions, the state returns from Fiscal 2009 to present continue to be subject to review by the taxing jurisdictions. A number of years may elapse before an uncertain tax position is audited and finally resolved, and it is often very difficult to predict the outcome of such audits. Periodically, various state and local jurisdictions conduct audits, therefore, a variety of years are subject to state and local jurisdiction review.

We do not believe within the next twelve months there will be a significant change in the total amount of unrecognized tax benefits as of August ~~25, 2012~~30, 2014.

Note 1312: Non-Operating Income and Expense

Non-operating income consists of:


	Year Ended									Year Ended
(In thousands)	August 25, 2012			August 27, 2011			August 28, 2010
										August 30, 2014			August 31, 2013			August 25, 2012
COLI appreciation	$	2,788		$	3,045		$	3,308		$	2,425		$	2,616		$	2,788
COLI death benefits	528			372			—			726			537			528
COLI premiums	(514		)	(564		)	(571		)	(491		)	(487		)	(514		)
COLI interest expense	(1,795		)	(1,821		)	(1,957		)	(1,613		)	(1,640		)	(1,795		)
Total COLI	1,007			1,032			780			1,047			1,026			1,007
Wells Fargo termination fee	—			—			(375		)
Line of credit expenses (e.g. commitment fee, unused fee)	(571		)	(564		)	(592		)
Total line of credit expense	(571		)	(564		)	(967		)
Line of credit expense										(338		)	(339		)	(571		)
Loss on sale of investment										—			(45		)	—
Interest income	143			194			420			49			65			143
Gain (loss) on foreign currency transactions	2			(4		)	(11		)	10			(11		)	2
Total non-operating income	$	581		$	658		$	222		$	768		$	696		$	581

Note 1413: Stock-Based Compensation Plans

We have a ~~2004~~2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan approved by shareholders (as amended, the "Plan") in place which allows us to grant or issue non-qualified stock options, incentive stock options, share awards and other equity compensation to key employees and to non-employee directors. No more than ~~4.0~~3.6 million shares of common stock may be issued under the Plan and no more than ~~2.0~~3.6 million of those shares may be used for awards other than stock options or stock

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appreciation rights. Shares subject to awards that are forfeited or terminated, expire unexercised, are cancelled and settled in cash in lieu of common stock or are exchanged for ~~other~~ awards ~~tendered~~that do no involve common stock, shall be added back to ~~satisfy~~ the ~~purchase price of an award, withheld to satisfy tax obligations or otherwise lapse~~limits and again immediately become available for awards.

Stock Options and Share Awards

With respect to stock options, the Plan replaced the ~~1997 Stock Option~~2004 Incentive Compensation Plan. Any stock options previously granted under the ~~1997~~

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~~Stock Option~~2004 Incentive Compensation Plan continue to be exercisable in accordance with their original terms and conditions.

The term of any options granted under the Plan may not exceed ten years from the date of the grant. Stock options are granted at the closing market price on the date of grant. Options issued to key employees generally vest over a three-year period in equal annual ~~installment,~~installments, beginning one year after the date of grant, with immediate vesting upon retirement or upon a change of control (as defined in the Plan), if earlier. Historically, options issued to directors vested six months after grant.

Share awards vest based either upon continued employment, beginning one year after the date of grant, with immediate vesting upon retirement or upon a change of control (collectively, "time-based") or upon attainment of established goals. Share awards that are not time-based typically vest at the end of a one year or three-year incentive period based upon the achievement of company goals ("performance-based"). The value of time-based restricted share awards is based on the number of shares granted and the closing price of our common stock on the date of grant. The value of performance-based restricted share awards is based upon the terms of the plan and an assessment of the probability of reaching the established performance targets. Historically, the terms of these plans linked the incentive payment to a percentage of base salary compensation and if the established goals are met, shares of the appropriate value are then granted.

Prior to Fiscal 2007, stock-based compensation generally consisted only of stock options. In Fiscal 2007 and Fiscal 2008, we granted restricted time-based share awards to key employees and directors instead of stock options. No stock options or restricted share awards were granted in Fiscal 2010. In Fiscal 2011 we again granted restricted time-based stock awards to key employees and directors. In Fiscal 2012 the Board of Directors granted ~~50,000~~ ~~shares of restricted common stock to Robert J. Olson, retiring Executive Chairman of the Board, in recognition of his contributions to the Company during his~~ 43 ~~years of service.~~

Annual Incentive Plans

For Fiscal ~~2010,~~2012, Fiscal ~~2011~~2013 and Fiscal ~~2012,~~2014, the Human Resources Committee of our Board of Directors established annual incentive plans for the officers that were to be paid in 2/3 cash and 1/3 restricted ~~stock. Certain financial performance metrics had~~stock (stock must be held for one year from date of grant except for shares we agree to ~~be met to achieve~~repurchase in lieu of executives' payment ~~under these plans; these metrics (diluted EPS and ROIC) were not met for Fiscal 2010 and Fiscal 2011.~~ of payroll taxes).

Certain financial performance metrics (pre-tax income and ROIC) were achieved for Fiscal 2012 under the annual incentive plan thus ~~$459,000~~$459,000 of compensation expense was accrued under this plan at the end of Fiscal 2012 of which ~~$120,000~~$120,000 was stock-based. On October 9, 2012, the Human Resources Committee of the Board of Directors approved the award of 9,606 restricted shares to the officers under the annual incentive plan. Of the shares granted, we repurchased 2,408 shares from employees who elected to pay their payroll tax via ~~shares~~delivery of common stock as opposed to cash. ~~The~~

Certain financial performance metrics (net income and ROIC) were achieved for Fiscal 2013 under the annual incentive plan thus $3.0 million of compensation expense was accrued under this plan at the end of Fiscal 2013 of which $1.0 million was stock-based. On October 15, 2013, the Human Resources Committee of the Board of Directors approved the award of 38,139 restricted shares to the officers under the annual incentive plan. Of the shares granted, we repurchased 19,436 shares from employees who elected to pay their payroll tax via delivery of shares of common stock ~~has a~~ ~~one-year restriction on sale upon award.~~as opposed to cash.

Certain financial performance metrics (net income and ROIC) were achieved for Fiscal 2014 under the annual incentive plan thus $2.6 million of compensation expense was accrued under this plan at the end of Fiscal 2014 of which $866,000 was stock-based. On October 14, 2014, the Human Resources Committee of the Board of Directors approved the award of 40,495 restricted shares to the officers under the annual incentive plan. Of the shares granted, we repurchased 20,638 shares from employees who elected to pay their payroll tax via delivery of shares of common stock as opposed to cash.

Long-Term Incentive Plans

For Fiscal ~~2010,~~2012, Fiscal ~~2011~~2013 and Fiscal ~~2012,~~2014, the Human Resources Committee of our Board of Directors established three different three-year incentive compensation plans (Officers Long-Term Incentive Plan Fiscal ~~2010-2012, 2011-2013~~2012-2014, 2013-2015 and ~~2012-2014)~~2014-2016) to serve as an incentive to our senior management team to achieve certain ROE targets. If the ROE target is met, restricted stock will be awarded subsequent to the end of each three year period with a one-year restriction on sale upon ~~award.~~award (except for shares we agree to repurchase in lieu of executives' payment of payroll taxes). In the event that we do not achieve the required ROE targets, no restricted stock will be granted. If it becomes probable that certain of the ROE performance targets will be achieved, the corresponding estimated cost of the grant will be recorded as stock-based compensation expense over the performance period. The probability of reaching the targets is evaluated each reporting period. If it becomes probable that certain of the target performance levels will be achieved, a cumulative adjustment will be recorded and future stock-based-compensation expense will increase based on the then projected performance levels. If we later determine that it is not probable that the minimum ROE performance threshold for the grants will be met, no further stock-based compensation cost will be recognized and any previously recognized stock-based compensation cost related to these plans will be reversed.

As of the end of Fiscal 2012,, ~~$791,000~~ $791,000 of stock-based compensation expense ~~has been~~was accrued for these plans. Specifically, for the 2010-2012 plan, the ROE target was met, thus subsequent to year end, in October 2012 restricted stock was awarded to the officers in this plan. On October 9, 2012, the Human Resources Committee of the Board of Directors approved the award of 25,532 shares valued at $318,000 to the officers under the 2010-2012 long-term incentive plan. Of the shares granted, we repurchased 7,295 shares valued at $91,000 from employees who elected to pay their payroll tax via ~~shares~~delivery of common stock as opposed to cash. ~~The~~

As of the end of Fiscal 2013, $444,000 of stock-based compensation expense has been accrued for these plans. Specifically, for the 2011-2013 plan, the ROE target was met, thus subsequent to year end, in October 2013 restricted stock was awarded to the officers in this plan. On October 15, 2013, the Human Resources Committee of the Board of Directors approved the award of 16,006 shares valued at $443,000 to the officers under the 2011-2013 long-term incentive plan. Of the shares

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granted, we repurchased 7,875 shares valued at $218,000 from employees who elected to pay their payroll tax via delivery of common stock as opposed to cash.

As of the end of Fiscal 2014, $540,000 of stock-based compensation expense has a ~~one-year restriction on sale upon award.~~ been accrued for these plans. Specifically, for the 2012-2014 plan, the ROE target was met, thus subsequent to year end, in October 2014 restricted stock was awarded to the officers in this plan. On October 14, 2014, the Human Resources Committee of the Board of Directors approved the award of 25,529 shares valued at $545,000 to the officers under the 2012-2014 long-term incentive plan. Of the shares granted, we repurchased 13,011 shares valued at $278,000 from employees who elected to pay their payroll tax via delivery of common stock as opposed to cash.

Director's Awards

Non-employee directors may elect to receive all or part of their annual retainer and board fees in the form of Winnebago Industries stock units credited in the form of shares of our common stock instead of cash. The directors are restricted from selling these shares until their retirement. During Fiscal ~~2012~~2014, there were ~~26,819~~3,576 stock units awarded to our non-employee directors in lieu of cash compensation. The aggregate intrinsic value of these awards as of August ~~25, 2012~~30, 2014 was $~~1,294,000~~2.6 million with ~~117,535~~104,490 stock units outstanding.

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Stock-Based Compensation

Total stock-based compensation expense for the past three fiscal years consisted of the following components:


	Year Ended						Year Ended
(In thousands)	August 25, 2012		August 27, 2011		August 28, 2010		August 30, 2014		August 31, 2013		August 25, 2012
Share awards:
Performance-based annual plan employee award expense	$	120	$	—	$	—	$	866	$	1,055	$	120
Performance-based long-term plan employee award expense	791		—		—		540		444		791
Time-based employee award expense	685		1,068		370		1,472		1,145		685
Time-based directors award expense	87		58		—		410		159		87
Directors stock unit expense	235		189		176		98		206		235
Total stock-based compensation	$	1,918	$	1,315	$	546	$	3,386	$	3,009	$	1,918

Stock Options

A summary of stock option activity for Fiscal ~~2012~~2014, ~~2011~~2013 and ~~2010~~2012 is as follows:


	Year Ended															Year Ended
	August 25, 2012					August 27, 2011					August 28, 2010					August 30, 2014					August 31, 2013					August 25, 2012
	Shares		Price per Share	Wtd. Avg. Exercise Price/Share		Shares		Price per Share	Wtd. Avg. Exercise Price/Share		Shares		Price per Share	Wtd. Avg. Exercise Price/Share		Shares		Price per Share	Wtd. Avg. Exercise Price/Share		Shares		Price per Share	Wtd. Avg. Exercise Price/Share		Shares		Price per Share	Wtd. Avg. Exercise Price/Share
Outstanding at beginning of year	812,983		$18 - $36	$	28.84	940,815		$9 - $36	$	27.82	1,010,224		$9 - $36	$	27.31	664,994		$26 - $36	$	29.83	727,664		$18 - $36	$	29.08	812,983		$18 - $36	$	28.84
Options granted	—		—	—		—		—	—		—		—	—		—		—	—		—		—	—		—		—	—
Options exercised	—		—	—		(9,000	)	9 - 11	9.20		(30,500	)	9 - 11	9.20		(77,833	)	$26 - $27	26.72		(4,000	)	$19	18.84		—		—	—
Options canceled	(85,319	)	19 - 32	26.81		(118,832	)	9 - 32	22.23		(38,909	)	9 - 36	29.18		(129,740	)	$26 - $35	29.75		(58,670	)	$18 - $32	21.26		(85,319	)	$19 - $32	26.81
Outstanding at end of year	727,664		$18 - $36	$	29.08	812,983		$18 - $36	$	28.84	940,815		$9 - $36	$	27.82	457,421		$26 - $36	$	30.38	664,994		$26 - $36	$	29.83	727,664		$18 - $36	$	29.08
Exercisable at end of year	727,664		$18 - $36	$	29.08	812,983		$18 - $36	$	28.84	940,815		$9 - $36	$	27.82	457,421		$26 - $36	$	30.38	664,994		$26 - $36	$	29.83	727,664		$18 - $36	$	29.08

The weighted average remaining contractual life for options outstanding and exercisable at August ~~25, 2012~~30, 2014 was ~~2.1~~0.5 years. There was no aggregate intrinsic value for the options outstanding and exercisable at August ~~25, 2012~~30, 2014. Other values related to options are as follows:


(In thousands)	Fiscal 2012		Fiscal 2011		Fiscal 2010		Fiscal 2014		Fiscal 2013		Fiscal 2012
Aggregate intrinsic value of options exercised ⁽¹⁾	$	—	$	53	$	156	$	173	$	1	$	—
Net cash proceeds from the exercise of stock options	—		83		280		2,080		75		—
Actual income tax benefit realized from stock option exercises	—		20		59		63		—		—


⁽¹⁾	The amount by which the closing price of our stock on the date of exercise exceeded the exercise price.

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Share Awards

A summary of share award activity for Fiscal ~~2012~~2014, ~~2011~~2013 and ~~2010~~2012 is as follows:


	Year Ended												Year Ended
	August 25, 2012				August 27, 2011				August 28, 2010				August 30, 2014				August 31, 2013				August 25, 2012
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Beginning of year	148,500		$	13.49	28,110		$	28.21	82,240		$	29.97	190,962		$	12.46	70,956		$	13.49	148,500		$	13.49
Granted	50,000		7.96		151,000		13.49		—		—		138,345		27.44		190,738		12.25		50,000		7.96
Vested	(120,044	)	11.19		(30,610	)	27.01		(53,930	)	30.90		(129,817	)	18.82		(70,732	)	12.93		(120,044	)	11.19
Canceled	(7,500	)	13.49		—		—		(200	)	28.21		(967	)	18.44		—		—		(7,500	)	13.49
End of year	70,956		$	13.49	148,500		$	13.49	28,110		$	28.21	198,523		$	18.98	190,962		$	12.46	70,956		$	13.49

The aggregate intrinsic value of awards outstanding at August ~~25, 2012~~30, 2014 was $~~781,000~~4.9 million.

As of August ~~25, 2012~~30, 2014, there was $~~474,000~~1.5 million of unrecognized compensation expense related to restricted stock awards that is expected to be recognized over a weighted average period of ~~1.5~~1.7 years. The total fair value of awards vested during Fiscal ~~2012~~2014, ~~2011~~2013 and ~~2010~~2012 was$3.6 million, $1.1 million and $1.2 million, ~~$582,000~~ ~~and~~ ~~$1.7 million~~, respectively.

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~~The Human Resources Committee of the Board of Directors of Winnebago Industries, Inc. recommended the award of, and on~~On October ~~10, 2012,~~15, 2014 the full Board of Directors approved the award of grants of ~~141,600~~78,600 shares of our restricted common stock under the Plan valued at $1.7 million to our key management group (approximately 60 employees). The Board of Directors also granted ~~14,000~~21,000 shares of our restricted common stock valued at $461,000 to the non-management members of the Board.

The value of the restricted stock is based on the closing price of our common stock on the date of grant, which was ~~$12.20~~.$21.93. The fair value of this award to employees is amortized on a straight-line basis over the requisite service period of three years or to an employee's eligible retirement date, if earlier; thus restricted stock awards are expensed immediately upon grant for retirement-eligible employees. Estimated non-cash stock compensation expense based on this restricted stock grant will be approximately ~~$550,000~~$625,000 for the first quarter of Fiscal ~~2013~~2015 and ~~$850,000~~$1.2 million for Fiscal ~~2013.~~2015.

Note 1514: Net Revenues Classifications

Net revenue by product class:


	Year Ended												Year Ended
(In thousands)	August 25, 2012				August 27, 2011				August 28, 2010				August 30, 2014				August 31, 2013				August 25, 2012
Motor homes	$	483,532	83.1	%	$	443,232	89.3	%	$	415,277	92.4	%
Towables	56,784		9.8	%	16,712		3.4	%	—		—	%
Motor home parts and services	12,661		2.2	%	13,105		2.6	%	13,655		3.0	%
Motorhomes, parts and service													$	853,488	90.3	%	$	718,580	89.5	%	$	496,193	85.3	%
Towables and parts													58,123		6.1	%	54,683		6.8	%	56,784		9.8	%
Other manufactured products	28,702		4.9	%	23,369		4.7	%	20,552		4.6	%	33,552		3.6	%	29,902		3.7	%	28,702		4.9	%
Total net revenues	$	581,679	100.0	%	$	496,418	100.0	%	$	449,484	100.0	%	$	945,163	100.0	%	$	803,165	100.0	%	$	581,679	100.0	%

Net revenue by geographic area:


	Year Ended												Year Ended
(In thousands)	August 25, 2012				August 27, 2011				August 28, 2010				August 30, 2014				August 31, 2013				August 25, 2012
United States	$	522,515	89.8	%	$	446,616	90.0	%	$	413,154	91.9	%	$	873,910	92.5	%	$	742,798	92.5	%	$	522,515	89.8	%
International	59,164		10.2	%	49,802		10.0	%	36,330		8.1	%	71,253		7.5	%	60,367		7.5	%	59,164		10.2	%
Total net revenues	$	581,679	100.0	%	$	496,418	100.0	%	$	449,484	100.0	%	$	945,163	100.0	%	$	803,165	100.0	%	$	581,679	100.0	%

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Note 1615: Earnings Per Share

The following table reflects the calculation of basic and diluted income per share for the past three fiscal years:


	Year Ended						Year Ended
(In thousands, except per share data)	August 25, 2012		August 27, 2011		August 28, 2010		August 30, 2014		August 31, 2013		August 25, 2012
Income per share - basic
Net income	$	44,972	$	11,843	$	10,247	$	45,053	$	31,953	$	44,972
Weighted average shares outstanding	29,145		29,121		29,091		27,430		28,075		29,145
Net income per share - basic	$	1.54	$	0.41	$	0.35	$	1.64	$	1.14	$	1.54

Income per share - assuming dilution
Net income	$	44,972	$	11,843	$	10,247	$	45,053	$	31,953	$	44,972
Weighted average shares outstanding	29,145		29,121		29,091		27,430		28,075		29,145
Dilutive impact of awards and options outstanding	62		27		10		115		95		62
Weighted average shares and potential dilutive shares outstanding	29,207		29,148		29,101		27,545		28,170		29,207
Net income per share - assuming dilution	$	1.54	$	0.41	$	0.35	$	1.64	$	1.13	$	1.54

For the fiscal years ended August ~~25, 2012~~30, 2014, August ~~27, 2011~~31, 2013 and August ~~28, 2010~~25, 2012, there were options outstanding to purchase ~~727,664~~457,421 shares, ~~812,983~~664,994 shares and ~~927,815~~727,664 shares, respectively, of common stock at an average price of $~~29.08~~30.38, $~~28.84~~29.83 and $~~28.08~~29.08, respectively, which were not included in the computation of diluted income per share because they are considered anti-dilutive under the treasury stock ~~method per ASC 260,~~ ~~Earnings Per Share~~.method.

Note 16: Interim Financial Information (Unaudited)



Fiscal 2014	Quarter Ended
(In thousands, except per share data)	November 30, 2013		March 1, 2014		May 31, 2014		August 30, 2014
Net revenues	$	222,670	$	228,811	$	247,747	$	245,935
Gross profit	25,962		22,845		26,481		28,709
Operating income	16,006		14,036		15,589		18,278
Net income	11,146		9,593		11,385		12,929
Net income per share (basic)	0.40		0.35		0.42		0.48
Net income per share (diluted)	0.40		0.35		0.42		0.48



Fiscal 2013	Quarter Ended
(In thousands, except per share data)	December 1, 2012		March 2, 2013		June 1, 2013		August 31, 2013
Net revenues	$	193,554	$	177,166	$	218,199	$	214,246
Gross profit	20,747		17,191		21,197		25,496
Operating income	9,946		8,872		10,248		15,332
Net income	7,391		6,285		7,661		10,616
Net income per share (basic)	0.26		0.22		0.27		0.38
Net income per share (diluted)	0.26		0.22		0.27		0.38

4947

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~~Note 17~~: ~~Interim Financial Information (Unaudited)~~

Fiscal 2012 Quarter Ended
(In thousands, except per share data) November 26,
2011 February 25,
2012 May 26,
2012 August 25,
2012
Net revenues $ 131,837
$ 131,600
$ 155,709
$ 162,533
Gross profit 8,496
6,846
12,071
16,267
Operating income (loss) 627
(1,164 ) 3,527
6,536
Net income (loss) 1,035
(912 ) 3,941
40,908
Net income (loss) per share (basic) 0.04
(0.03 ) 0.13
1.41
Net income (loss) per share (diluted) 0.04
(0.03 ) 0.13
1.41

Fiscal 2011 Quarter Ended
(In thousands, except per share data) November 27,
2010 February 26,
2011 May 28,
2011 August 27,
2011
Net revenues $ 123,711
$ 106,593
$ 135,568
$ 130,546
Gross profit 11,199
11,324
8,703
8,528
Operating income 4,925
4,050
538
1,766
Net income 3,786
3,315
1,195
3,547
Net income per share (basic) 0.13
0.11
0.04
0.12
Net income per share (diluted) 0.13
0.11
0.04
0.12

Note 1817: Comprehensive Income

~~Comprehensive income, net of tax, consists of:~~

Year Ended
(In thousands) August 25, 2012 August 27, 2011 August 28, 2010
Net income $ 44,972
$ 11,843
$ 10,247
Unrealized (depreciation) appreciation of investments (314 ) (5 ) 213
Amortization of actuarial loss 644
685
548
(Increase) decrease in actuarial loss (3,630 ) 245
(3,451 )
Plan amendment 2,869
—
—
Amortization of prior service credit (2,801 ) (2,621 ) (2,608 )
Comprehensive income $ 41,740
$ 10,147
$ 4,949

~~Components of accumulated other comprehensive loss,~~Changes in AOCI by component, net of tax, were:

As Of
(In thousands) August 25, 2012 August 27, 2011
Impairment of investments $ (359 ) $ (46 )
Actuarial loss (14,439 ) (11,452 )
Prior service benefit 11,112
11,044
Accumulated other comprehensive loss $ (3,686 ) $ (454 )



	Year Ended
	August 30, 2014									August 31, 2013
(In thousands)	Defined Benefit Pension Items			Unrealized Gains and Losses on Available- for-Sale Securities			Total			Defined Benefit Pension Items			Unrealized Gains and Losses on Available- for-Sale Securities			Total
Balance at beginning of year	$	1,000		$	(151	)	$	849		$	(3,326	)	$	(360	)	$	(3,686	)

OCI before reclassifications	25			151			176			6,288			209			6,497
Amounts reclassified from AOCI	(2,833		)	—			(2,833		)	(1,962		)	—			(1,962		)
Net current-period OCI	(2,808		)	151			(2,657		)	4,326			209			4,535

Balance at end of year	$	(1,808	)	$	—		$	(1,808	)	$	1,000		$	(151	)	$	849

Reclassifications out of AOCI in net periodic benefit costs, net of tax, were:



		Year Ended
(In thousands)	Location on Consolidated Statements of Income and Comprehensive Income	August 30, 2014			August 31, 2013
Amortization of prior service credit	Cost of goods sold	$	—		$	(2,803	)
	Operating expenses	(3,582		)	(423		)
		(3,582		)	(3,226		)

Amortization of net actuarial loss	Cost of goods sold	—			1,098
	Operating expenses	749			166
		749			1,264

Total reclassifications		$	(2,833	)	$	(1,962	)

Note 19: ~~Related Party Transactions~~
18: Subsequent Events

On October 15, 2014, our Board of Directors declared a cash dividend of $0.09 per outstanding share of common stock. The ~~president~~dividend will be paid on November 26, 2014 to all shareholders of ~~our Towables operation and former majority owner~~record at the close of ~~SunnyBrook is a majority owner of FFT Land Management which leased manufacturing and office space to us in Middlebury, Indiana from January 1, 2011 to December 31, 2015 with annual payments of~~ ~~$660,000. For the twelve months ended~~ ~~August 25, 2012~~ ~~and the eight months ended~~ ~~August 27, 2011, we recorded rent expense associated with the lease of~~ ~~$660,000~~ ~~and~~ ~~$440,000, respectively. We believe that the lease agreement terms are similar to those that would result from arm's-length negotiations between unrelated parties.~~business on November 12, 2014.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain "disclosure controls and procedures," as such term is defined under Securities Exchange Act of 1934, as amended ("Exchange Act") Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures and believes that such controls and procedures are effective at the reasonable assurance level.

We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, required by Exchange Act Rule 13a-15(b), as of the end of the period covered by this Annual Report (the "Evaluation Date"). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of the Evaluation Date.

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Evaluation of Internal Control Over Financial Reporting

Management's report on internal control over financial reporting as of August ~~25, 2012~~30, 2014 is included within Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference. The report of Deloitte & Touche LLP on the effectiveness of internal control over financial reporting is included within Item 8 of this Annual Report on Form 10-K and is incorporated herein by reference.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Reference is made to the table entitled "Executive Officers of the Registrant" in Part I of this report and to the information included under the captions "Board of Directors, Committees of the Board and Corporate Governance", "Section 16(a) Beneficial Ownership Reporting Compliance", "Election of Directors" and "Fiscal Year ~~2013~~2015 Shareholder Proposals" in our Proxy Statement for the Annual Meeting of Shareholders scheduled to be held December ~~18, 2012~~16, 2014, which information is incorporated by reference herein.

We have adopted a written code of ethics, the "Code of Ethics for CEO and Senior Financial Officers" (the "Code") which is applicable to our Chief Executive Officer, Chief Financial Officer, and Treasurer (collectively, the "Senior Officers"). In accordance with the rules and regulations of the SEC, a copy of the Code has been filed as an exhibit to this Form 10-K and is posted on our website.

We intend to disclose any changes in or waivers from the Code applicable to any Senior Officer on our website at www.winnebagoind.com or by filing a Form 8-K.

Item 11. Executive Compensation

Reference is made to the information included under the captions "Director Compensation" and "Executive Compensation" in our Proxy Statement for the Annual Meeting of Shareholders scheduled to be held December ~~18, 2012~~16, 2014, which information is incorporated by reference herein.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Reference is made to the table entitled "Equity Compensation Plan Information" in Part II of this report and to the share ownership information included under the caption "Voting Securities and Principal Holders Thereof" in our Proxy Statement for the Annual Meeting of Shareholders scheduled to be held December ~~18, 2012~~16, 2014, which information is incorporated by reference herein.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

Reference is made to the information included under the caption "Board of Directors, Committees of the Board and Corporate Governance" in our Proxy Statement for the Annual Meeting of Shareholders scheduled to be held December ~~18, 2012~~16, 2014, which information is incorporated by reference herein.

Item 14. Principal Accounting Fees and Services

Reference is made to the information included under the caption "Independent Registered Public Accountants Fees and Services" in our Proxy Statement for the Annual Meeting of Shareholders scheduled to be held December ~~18, 2012~~16, 2014 which information is incorporated by reference herein.

PART IV

Item 15. Exhibits, Financial Statement Schedules


1.	Our consolidated financial statements are included in Item 8 and an index to financial statements appears on page 2524 of this report.


2.	Financial Statement Schedules: Winnebago Industries, Inc. and Subsidiaries

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All schedules are omitted because of the absence of the conditions under which they are required or because the information required is shown in the consolidated financial statements or the notes thereto.


3.	Exhibits: See Exhibit Index on pages ~~54-56.~~51-53.

~~Table of Contents~~

SIGNATURES

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



	WINNEBAGO INDUSTRIES, INC.

	By	/s/ Randy J. Potts
		Randy J. Potts

		Chief Executive Officer, President, Chairman of the Board
		(Principal Executive Officer)

Date: October ~~23, 2012~~28, 2014

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on, October ~~23, 2012~~28, 2014, by the following persons on behalf of the Registrant and in the capacities indicated.



Signature		Capacity

/s/ Randy J. Potts
Randy J. Potts		Chief Executive Officer, President, Chairman of the Board (Principal Executive Officer)

/s/ Sarah N. Nielsen
Sarah N. Nielsen		Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)

/s/ Irvin E. Aal
Irvin E. Aal		Director

/s/ Robert M. Chiusano
Robert M. Chiusano		Director

/s/ Jerry N. Currie
Jerry N. Currie		Director

/s/ Lawrence A. Erickson
Lawrence A. Erickson		Director

~~/s/ Gerald C. Kitch~~ /s/ Robert J. Olson
~~Gerald C. Kitch~~Robert J. Olson		Director

/s/ ~~Robert J. Olson~~Martha T. Rodamaker
~~Robert J. Olson~~Martha T. Rodamaker		Director

/s/ Mark T. Schroepfer
Mark T. Schroepfer		Director

5350

Table of Contents

Exhibit Index


3a.	Articles of Incorporation previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 27, 2000 (Commission File Number 001-06403) and incorporated by reference herein.


3b.	Amended By-Laws of the Registrant previously filed with the Registrant's Current Report on Form 8-K dated March 24, 2010 (Commission File Number 001-06403) and incorporated by reference herein.

10a.

Winnebago Industries, Inc. Deferred Compensation Plan previously filed with the Registrant's Quarterly Report on Form ~~10‑Q~~10-Q for the quarter ended March 2, 1991 (Commission File Number 001-06403), and incorporated by reference herein and the Amendment dated June 29, 1995 previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 26, 1995 (Commission File Number 001-06403) and incorporated by reference herein.*


10b.	Winnebago Industries, Inc. 1997 Stock Option Plan previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 30, 1997 (Commission File Number 001-06403) and incorporated by reference herein.*

10c.

Winnebago Industries, Inc. Executive Share Option Plan previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 1998 (Commission File Number 001-06403) and incorporated by reference herein, and the Amendment dated July 1, 1999 previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 29, 1999 (Commission File Number 001-06403) and incorporated by reference herein and the Amendment dated January 1, 2001 previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended February 24, 2001 (Commission File Number 001-06403) and incorporated by reference herein.*


10d.	Form of Winnebago Industries, Inc. Incentive Stock Option Agreement for grants of Incentive Stock Options under the 2004 Incentive Compensation Plan previously filed with the Registrant's Current Report on Form 8-K dated October 13, 2004 (Commission File Number 001-06403) and incorporated by reference herein.*


10e.	Form of Winnebago Industries, Inc. Non-Qualified Stock Option Agreement for grants of Non-Qualified Stock Options under the 2004 Incentive Compensation Plan previously filed with the Registrant's Report on Form 8-K dated October 13, 2004 (Commission File Number 001-06403) and incorporated by reference herein.*


10f.	Winnebago Industries, Inc. Restricted Stock Grant Award Agreement under the 2004 Incentive Compensation Plan previously filed with the Registrant's Current Report on Form 8-K dated October 11, 2006 (Commission File Number 001-06403) and incorporated by reference herein.*


10g.	Winnebago Industries, Inc. Executive Deferred Compensation Plan previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 25, 2006 (Commission File Number 001-06403) and incorporated by reference herein.*

10h.

Winnebago Industries, Inc. 2004 Incentive Compensation Plan previously filed as Appendix B with the Registrant's Proxy Statement for the Annual Meeting of Shareholders held on January 13, 2004 (Commission File Number 001-06403) and incorporated by reference herein and the Amendment dated October 11, 2006 previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 25, 2006 (Commission File Number 001-06403) and incorporated by reference herein and the Amendment dated March 23, 2011 previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 28, 2011 (Commission File Number 001-06403) and incorporated by reference herein.*

10i.

Winnebago Industries, Inc. 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan previously filed as Appendix B with the Registrant's Proxy Statement for the Annual Meeting of Shareholders held on December 17, 2013 (Commission File Number 001-06403) and incorporated by reference herein and the Supplement dated December 6, 2013 previously filed (Commission File Number 001-06403) and incorporated by reference herein.*

10j.

Winnebago Industries, Inc. Directors' Deferred Compensation Plan previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 30, 1997 (Commission File Number 001-06403), and incorporated by reference herein and the Amendment dated October 15, 2003 previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 29, 2003 (Commission File Number 001-06403) and incorporated by reference herein and the Amendment dated October 11, 2006 previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended November 25, 2006 (Commission File Number 001-06403) and incorporated by reference herein.*

~~10j.~~10k.

Winnebago Industries, Inc. Profit Sharing and Deferred Savings Investment Plan previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 31, 1985 (Commission File Number 001-06403), and incorporated by reference herein, the Amendment dated July 1, 1995 previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 26, 1995 (Commission File Number 001-06403) and incorporated by reference herein and the Amendment dated March 21, 2007 (Commission File Number 001-06403) and incorporated by reference herein.*

Table of Contents


~~10k.~~10l.	Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal three-year period ~~2010, 2011~~2012, 2013 and ~~2012~~2014 previously filed with the Registrant's Current Report on Form 8-K dated June ~~24, 2009~~21, 2011 (Commission File Number 001-06403) and incorporated by reference herein.*

10l. Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal three-year period 2011, 2012 and 2013 previously filed with the Registrant's Current Report on Form 8-K dated July 22, 2010 (Commission File Number 001-06403) and incorporated by reference herein.*

~~Table of Contents~~

10m. Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal three-year period 2012, 2013 and 2014 previously filed with the Registrant's Current Report on Form 8-K dated June 21, 2011 (Commission File Number 001-06403) and incorporated by reference herein.*

10n. Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal three-year period 2013, 2014 and 2015 previously filed with the Registrant's Current Report on Form 8-K dated June 20, 2012 (Commission File Number 001-06403) and incorporated by reference herein.*


10m.	Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal three-year period 2013, 2014 and 2015 previously filed with the Registrant's Current Report on Form 8-K dated June 20, 2012 (Commission File Number 001-06403) and incorporated by reference herein.*


10n.	Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal three-year period 2014, 2015 and 2016 previously filed with the Registrant's Current Report on Form 8-K dated June 19, 2013 (Commission File Number 001-06403) and incorporated by reference herein.*


10o.	Winnebago Industries, Inc. Officers' Long-Term Incentive Plan, fiscal three-year period 2015, 2016 and 2017 previously filed with the Registrant's Current Report on Form 8-K dated June 18, 2014 (Commission File Number 001-06403) and incorporated by reference herein.*


10p.	Amended and Restated Executive Change of Control Agreement dated December 17, 2008 between Winnebago Industries, Inc. and Robert L. Gossett previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 2009 (Commission File Number 001-06403) and incorporated by reference herein.*


~~10p.~~10q.	Amended and Restated Executive Change of Control Agreement dated December 17, 2008 between Winnebago Industries, Inc. and William J. O'Leary previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 2009 (Commission File Number 001-06403) and incorporated by reference herein.*


~~10q.~~10r.	Amended and Restated Executive Change of Control Agreement dated December 17, 2008 between Winnebago Industries, Inc. and Sarah N. Nielsen previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 2009 (Commission File Number 001-06403) and incorporated by reference herein.*


~~10r.~~10s.	Amended and Restated Executive Change of Control Agreement dated December 17, 2008 between Winnebago Industries, Inc. and Randy J. Potts previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 2009 (Commission File Number 001-06403) and incorporated by reference herein.*


~~10s.~~10t.	Executive Change of Control Agreement dated May 3, 2010 between Winnebago Industries, Inc. and Daryl W. Krieger previously filed with the Registrant's Quarterly Report on Form 10-Q for the quarter ended May 29, 2010 (Commission File Number 001-06403) and incorporated by reference herein.*


~~10t.~~10u.	Executive Change of Control Agreement dated August 1, 2011 between Winnebago Industries, Inc. and Donald L. Heidemann previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 27, 2011 (Commission File Number 001-06403) and incorporated by reference herein.*


~~10u.~~	~~Executive Change of Control between Winnebago Industries, Inc. and Raymond M. Beebe dated June 1, 2012.~~*


10v.	Executive Change of Control between Winnebago Industries, Inc. and Steven S. Degnan dated June 20, 2012.*


10w.	Executive Change of Control between Winnebago Industries, Inc. and Scott C. Folkers dated June 20, 2012.*


10x.	Winnebago Industries, Inc. Supplemental Executive Retirement Plan previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 29, 2009 (Commission File Number 001-06403) and incorporated by reference herein.*


10y.	Winnebago Industries, Inc. Officers' Incentive Compensation Plan for Fiscal ~~2012~~2013 previously filed with the Registrant's Current Report on Form 8-K dated June ~~21, 2011~~20, 2012 (Commission File Number 001-06403) and incorporated by reference herein.*


10z.	Winnebago Industries, Inc. Officers' Incentive Compensation Plan for Fiscal ~~2013~~2014 previously filed with the Registrant's Current Report on Form 8-K dated June ~~20, 2012~~19, 2013 (Commission File Number 001-06403) and incorporated by reference herein.*


10aa.	Winnebago Industries, Inc. Officers' Incentive Compensation Plan for Fiscal 2015 previously filed with the Registrant's Current Report on Form 8-K dated June 18, 2014 (Commission File Number 001-06403) and incorporated by reference herein.*


10ab.	Winnebago Industries, Inc. Credit Agreement with GECC previously filed with the Registrant's Current Report on Form 8-K dated October 31, 2012 and amended on Form 8-K dated May 28, 2014 (Commission File Number 001-06403) and incorporated by reference herein.


10ac.	Winnebago Industries, Inc. Registration Statement previously filed on Form S-3 on April 4, 2013 (Commission File Number 333-187720) and amended on Form S-3A on April 30, 2013 (Commission File Number 333-187720) and incorporated by reference herein.

Table of Contents


10ad.	Winnebago Industries, Inc. Registration Statement previously filed on Form S-8 on March 28, 2014 (Commission File Number 333-194854) and incorporated by reference herein.


14.1	Winnebago Industries, Inc. Code of Ethics for CEO and Senior Financial Officers previously filed with the Registrant's Annual Report on Form 10-K for the fiscal year ended August 30, 2003 (Commission File Number 001-06403) and incorporated by reference herein.


21.	List of Subsidiaries.


23.	Consent of Independent Registered Public Accounting Firm.


31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated October ~~23, 2012~~28, 2014.


31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated October ~~23, 2012~~28, 2014.


32.1	Certification by the Chief Executive Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated October ~~23, 2012~~28, 2014.


32.2	Certification by the Chief Financial Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the ~~Sarbanes-~~

~~Table of Contents~~

~~Oxley Act of 2002 dated~~ ~~October 23, 2012~~Sarbanes-Oxley Act of 2002 dated October 28, 2014.


101.INS**	XBRL Instance Document


101.SCH**	XBRL Taxonomy Extension Schema Document


101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document


101.DEF**	XBRL Taxonomy Extension Definitions Linkbase Document


101.LAB**	XBRL Taxonomy Extension Label Linkbase Document


101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

*Management contract or compensation plan or arrangement.

**Attached as Exhibit 101 to this report are the following financial statements from our Annual Report on Form 10-K for the year ended August ~~25, 2012~~30, 2014 formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements Stockholders' Equity, (iv) the Consolidated Statement of Cash Flows, and (v) related notes to these financial statements. Such exhibits are deemed furnished and not filed pursuant to Rule 406T of Regulation S-T.

5653

Table of Contents

ITEM 6. 11-Year Selected Financial Data
(In thousands, except percent and per share data)
(Adjusted for the 2-for-1 stock split on March 5, 2004)
Aug 25,
2012
Aug 27,
2011

Aug 28,
2010

Aug 29,
2009
For the Year

Net revenues $ 581,679
$ 496,418
$ 449,484
$ 211,519
Income (loss) before taxes 10,107
11,937
742
(58,063 )
Pretax profit (loss) percent of revenue 1.7 % 2.4 % 0.2 % (27.4 )%
(Benefit) provision for income taxes (34,865 ) 94
(9,505 ) 20,703
Income tax (benefit) rate (345.0 )% 0.8 % (1,281.0 )% 35.7 %
Income (loss) from continuing operations 44,972
11,843
10,247
(78,766 )
Income from discontinued operations ⁽²⁾
—
—
—
—
Net income (loss) $ 44,972
$ 11,843
$ 10,247
$ (78,766 )
Income (loss) per share

Continuing operations
Basic $ 1.54
$ 0.41
$ 0.35
$ (2.71 )
Diluted 1.54
0.41
0.35
(2.71 )
Discontinued operations

Basic —
—
—
—
Diluted —
—
—
—
Net income (loss) per share

Basic $ 1.54
$ 0.41
$ 0.35
$ (2.71 )
Diluted 1.54
0.41
0.35
(2.71 )
Weighted average common shares outstanding (in thousands)

Basic 29,145
29,121
29,091
29,040
Diluted 29,207
29,148
29,101
29,051
Cash dividends paid per share $ —
$ —
$ —
$ 0.12
Book value per share 5.05
3.73
3.35
3.17
Return on assets (ROA) ⁽³⁾
17.1 % 5.1 % 4.6 % (30 )%
Return on equity (ROE) ⁽⁴⁾
35.5 % 11.5 % 10.8 % (59.2 )%
Return on invested capital (ROIC) ⁽⁵⁾
31.9 % 10.7 % 8.4 % (41.9 )%
Unit sales

Class A 2,579
2,436
2,452
822
Class B 319
103
236
149
Class C 1,744
1,856
1,745
1,225
Total motor homes 4,642
4,395
4,433
2,196
Travel trailers 1,372
575
—
—
Fifth wheels 966
194
—
—
Total towables 2,338
769
—
—
At Year End

Total assets $ 286,072
$ 239,927
$ 227,357
$ 220,466
Stockholders' equity 144,691
108,730
97,527
92,331
Market capitalization 315,481
208,027
263,492
337,991
Working capital 126,050
113,536
91,345
79,460
Current ratio 3.1 to 1
3.2 to 1
2.8 to 1
2.6 to 1
Number of employees 2,380
2,130
1,950
1,630
Motor home dealer inventory 1,927
1,958
2,044
1,694
Towables dealer inventory 1,365
966
—
—


⁽¹⁾	~~The fiscal years ended August 31, 2002 and August 30, 2008 contained 53 weeks; all other fiscal years contained 52 weeks.~~

⁽²⁾~~Includes discontinued operations of Winnebago Acceptance Corporation for all years presented~~.

~~Table of Contents~~

Aug 28,
2008⁽¹⁾
Aug 25,
2007
Aug. 26,
2006

Aug 27,
2005

Aug 28,
2004

Aug 30,
2003

Aug 2,
2002⁽¹⁾

$ 604,352
$ 870,152
$ 864,403
$ 991,975
$ 1,114,154
$ 845,210
$ 825,269
(5,441 ) 61,409
68,195
100,890
112,234
78,693
81,324
(0.9 )% 7.1 % 7.9 % 10.2 % 10.1 % 9.3 % 9.9 %
(8,225 ) 19,845
23,451
35,817
41,593
29,961
28,431
(151.2 )% 32.3 % 34.4 % 35.5 % 37.1 % 38.1 % 35 %
2,784
41,564
44,744
65,073
70,641
48,732
52,893
—
—
—
—
—
1,152
1,778
$ 2,784
$ 41,564
$ 44,744
$ 65,073
$ 70,641
$ 49,884
$ 54,671

0.10
1.33
1.39
1.95
2.06
1.35
1.37
0.10
1.32
1.37
1.92
2.03
1.33
1.34

—
—
—
—
—
0.03
0.04
—
—
—
—
—
0.03
0.04

$ 0.10
$ 1.33
$ 1.39
$ 1.95
$ 2.06
$ 1.38
$ 1.41
0.10
1.32
1.37
1.92
2.03
1.36
1.38

29,093
31,162
32,265
33,382
34,214
36,974
39,898
29,144
31,415
32,550
33,812
34,789
37,636
40,768
$ 0.48
$ 0.40
$ 0.36
$ 0.28
$ 0.20
$ 0.10
$ 0.10
5.98
7.05
7.01
7.15
6.01
5.78
4.81
0.8 % 11.1 % 11.2 % 16.1 % 18.3 % 14 % 15.9 %
1.5 % 19.5 % 19.7 % 29.7 % 34.4 % 25.6 % 28.2 %
1.1 % 15.1 % 15.4 % 23 % 31.4 % 25.5 % 29.1 %

3,029
5,031
4,455
6,674
8,108
6,705
6,725
140
—
—
—
—
308
763
3,238
4,438
5,388
3,963
4,408
4,021
4,329
6,407
9,469
9,843
10,637
12,516
11,034
11,817
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—

$ 305,455
$ 366,510
$ 384,715
$ 412,960
$ 394,556
$ 377,462
$ 337,077
173,924
208,354
218,322
235,887
201,875
210,626
179,815
329,956
821,282
884,789
1,073,165
1,071,570
898,010
713,500
108,548
168,863
187,038
197,469
164,175
164,017
144,303
3.0 to 1
2.9 to 1
3.3 to 1
3.2 to 1
2.6 to 1
2.8 to 1
2.6 to 1
2,250
3,310
3,150
3,610
4,220
3,750
3,685
3,551
4,471
4,733
4,794
4,978
3,945
4,000
—
—
—
—
—
—
—


⁽³⁾	~~Includes discontinued operations of Winnebago Acceptance Corporation for all years presented.~~


⁽⁴⁾	~~ROE - Current period net income divided by average equity balance using current and previous ending periods.~~


⁽⁵⁾	~~ROIC - Current period net income divided by average invested capital (total assets minus cash and non-interest bearing current liabilities) using current ending periods.~~

~~Table of Contents~~



BOARD OF DIRECTORS Randy J. Potts ~~(53)~~(55) ~~President, Chief Executive Officer,~~ ~~and Chairman of the Board~~ ~~Winnebago Industries, Inc.~~ ~~Robert J. Olson (61)~~ ~~Former~~ President, Chief Executive Officer, and Chairman of the Board Winnebago Industries, Inc. Irvin E. Aal (73) 1,3(75) 2,3 Former General Manager Case Tyler Business Unit of CNH Global Robert M. Chiusano ~~(61) 2~~(63) 2,4* Former Executive Vice President and Chief Operating Officer - Commercial Systems Rockwell Collins, Inc. Jerry N. Currie ~~(67)~~(69) 1,3 Former President and Chief Executive Officer CURRIES Company Lawrence A. Erickson (63) 1(65),2* 1,2* Former Senior Vice President and Chief Financial Officer Rockwell Collins, Inc. ~~Gerald C. Kitch (74) ,2,3~~Robert J. Olson (63) 4 Former President, Chief Executive ~~Vice President~~Officer, and Chairman of the Board Winnebago Industries, Inc. ~~Pentair, Inc.~~ Martha T. Rodamaker (52) 1,3 President and Chief Executive Officer First Citizens National Bank Mark T. Schroepfer ~~(65) 1~~(67) 1*,4 Former President and Chief Executive Officer Lincoln Industrial Corp	SHAREHOLDER INFORMATION Publications A notice of Annual Meeting of Shareholders and Proxy Statement is furnished to shareholders upon request in advance of the annual meeting. Copies of our quarterly financial earnings releases, the annual report on Form 10-K (without exhibits), the quarterly reports on Form 10-Q (without exhibits) and current reports on Form 8-K (without exhibits) as filed by us with the Securities and Exchange Commission, may be obtained without charge from the corporate offices as follows: Sheila Davis, PR/IR Manager Winnebago Industries, Inc. 605 W. Crystal Lake Road P.O. Box 152 Forest City, Iowa 50436-0152 Telephone: (641) 585-3535 Fax: (641) 585-6966 E-Mail: ~~ir@winnebagoind.com~~ir@wgo.net	Independent Auditors Deloitte & Touche LLP Suite 2800 50 South Sixth Street Minneapolis, Minnesota ~~55402-1538~~55402-1844 (612) 397-4000 NYSE Annual CEO Certification and Sarbanes-Oxley Section 302 Certifications We submitted the annual Chief Executive Officer Certification to the New York Stock Exchange (NYSE) as required under the corporate governance rules of the NYSE. We also filed as exhibits to our ~~2012~~2013 Annual Report on Form ~~10-K,~~10‑K, the Chief Executive Officer and Chief Financial Officer certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Winnebago Industries is an equal opportunity employer.
Board Committee/Members 1. Audit 2. Human Resources 3. Nominating and Governance 4. Business Development Advisory * Committee Chairman ** Lead Independent Director	All news releases issued by us, reports filed by us with the Securities and Exchange Commission (including exhibits) and information on our Corporate Governance Policies and Procedures may also be viewed at the Winnebago Industries' website: http://~~winnebagoind.com/~~wgo.net/investor.html. Information contained on Winnebago Industries' website is not incorporated into this Annual Report or other securities filings.
OFFICERS Randy J. Potts ~~(53)~~(55) Chief Executive Officer and President ~~Steven~~ S. Scott Degnan ~~(47)~~(49) Vice President, Sales and ~~Marketing~~Product Management Scott C. Folkers ~~(50)~~(52) Vice President, General Counsel and Secretary Robert J.L. Gossett ~~(61)~~(63) Vice President, Administration Donald L. Heidemann (42) Treasurer/Director of Finance Daryl W. Krieger ~~(49)~~(51) Vice President, Manufacturing Sarah N. Nielsen ~~(39)~~(41) Vice President, Chief Financial Officer William J. O'Leary ~~(63)~~(65) Vice President, Product Development ~~Donald L. Heidemann (40)~~ ~~Treasurer/Director of Finance~~	Number of Shareholders of Record As of October ~~9, 2012,~~14, 2014, Winnebago Industries had ~~3,343~~3,150 shareholders of record. Dividends Paid No dividends were paid in Fiscal ~~2012.~~2014. Cash dividend payments were suspended starting with the second quarter of Fiscal 2009. Shareholder Account Assistance Transfer Agent to contact for address changes, account certificates and stock holdings: Wells Fargo Shareowner Services P.O. Box 64854 St. Paul, ~~Minnesota~~MN 55164-0854 or 1110 Centre Pointe Curve, Suite 101 Mendota Heights, MN 55120 Telephone: (800) 468-9716 or (651) 450-4064 Inquiries: ~~www.wellsfargo.com/shareownerservices~~www.shareowneronline.com Annual Meeting The Annual Meeting of Shareholders is scheduled to be held on Tuesday, December ~~18, 2012~~16, 2014 at 4:00 p.m. (CST) in Winnebago Industries' South Office Complex Theater, 605 W. Crystal Lake Road, Forest City, Iowa.	The Letter to Shareholders contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements are inherently uncertain. A number of factors could cause actual results to differ materially from these statements. These factors are included under “Item 1A. Risk Factors” in Part 1 of the accompanying Annual Report on Form 10-K. Other risk factors that may emerge in the future as significant risks or uncertainties to Winnebago Industries will be disclosed in a future Quarterly Report on Form 10-Q or Current Report on Form 8-K.



	(a)		(b)		(c)
(Adjusted for the 2-for-1 Stock Split on March 5, 2004) Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in (a))
Equity compensation plans approved by shareholders	727,664	⁽¹⁾	$	29.08	3,008,232	⁽²⁾
Equity compensation plans not approved by shareholders ⁽³⁾	117,535	⁽⁴⁾		12.38	—	⁽⁵⁾
Total	845,199		$	26.75	3,008,232



	Base Period
Company/Index	8/25/07	8/30/08	8/29/09	8/28/10	8/27/11	8/25/12
Winnebago Industries, Inc.	100.00	42.57	44.03	34.29	27.06	43.01
S&P 500 Index	100.00	88.57	72.99	77.05	86.86	106.38
Peer Group	100.00	65.93	61.03	75.09	103.08	156.62



	Through August 31				Calendar Year
US Retail Motorized:	2012		2011		2011		2010		2009
Class A gas	22.9	%	22.3	%	22.2	%	23.7	%	22.9	%
Class A diesel	20.0	%	17.2	%	17.6	%	15.2	%	11.4	%
Total Class A	21.7	%	20.1	%	20.2	%	19.5	%	16.6	%
Class C	17.5	%	16.6	%	17.5	%	17.9	%	22.7	%
Total Class A and C	19.7	%	18.5	%	19.0	%	18.8	%	19.1	%

Class B	16.0	%	4.7	%	7.7	%	15.6	%	18.1	%

	Through July 31				Calendar Year
Canadian Retail Motorized:	2012		2011		2011		2010		2009
Class A gas	14.6	%	16.3	%	16.5	%	14.9	%	13.8	%
Class A diesel	16.0	%	19.3	%	18.0	%	9.9	%	7.0	%
Total Class A	15.1	%	17.5	%	17.1	%	12.6	%	10.0	%
Class C	13.1	%	17.0	%	15.9	%	13.8	%	9.5	%
Total Class A and C	14.0	%	17.2	%	16.5	%	13.2	%	9.8	%

Class B	11.5	%	3.0	%	7.1	%	4.8	%	2.3	%



	Through July 31				Calendar Year
US Retail Towables:	2012		2011		2011
Travel trailer	0.8	%	0.6	%	0.6	%
Fifth wheel	1.0	%	0.4	%	0.5	%
Total towables	0.8	%	0.6	%	0.6	%



	Through July 31				Calendar Year
Canadian Retail Towables:	2012		2011		2011
Travel trailer	0.4	%	0.3	%	0.4	%
Fifth wheel	1.0	%	0.5	%	0.5	%
Total towables	0.5	%	0.3	%	0.4	%



(In thousands)	December 29, 2010
Current assets	$	5,773
Property, plant and equipment	337
Goodwill	1,228
Dealer network	535
Trademarks	196
Non-compete agreement	40
Current liabilities	(2,513		)
Total fair value of net assets acquired	5,596
Less cash acquired	(902		)
Total cash paid for acquisition less cash acquired	$	4,694



ITEM 6. 11-Year Selected Financial Data
(In thousands, except percent and per share data) (Adjusted for the 2-for-1 stock split on March 5, 2004)	Aug 25, 2012			Aug 27, 2011			Aug 28, 2010			Aug 29, 2009
For the Year
Net revenues	$	581,679		$	496,418		$	449,484		$	211,519
Income (loss) before taxes	10,107			11,937			742			(58,063		)
Pretax profit (loss) percent of revenue	1.7		%	2.4		%	0.2		%	(27.4		)%
(Benefit) provision for income taxes	(34,865		)	94			(9,505		)	20,703
Income tax (benefit) rate	(345.0		)%	0.8		%	(1,281.0		)%	35.7		%
Income (loss) from continuing operations	44,972			11,843			10,247			(78,766		)
Income from discontinued operations ⁽²⁾	—			—			—			—
Net income (loss)	$	44,972		$	11,843		$	10,247		$	(78,766	)
Income (loss) per share
Continuing operations
Basic	$	1.54		$	0.41		$	0.35		$	(2.71	)
Diluted	1.54			0.41			0.35			(2.71		)
Discontinued operations
Basic	—			—			—			—
Diluted	—			—			—			—
Net income (loss) per share
Basic	$	1.54		$	0.41		$	0.35		$	(2.71	)
Diluted	1.54			0.41			0.35			(2.71		)
Weighted average common shares outstanding (in thousands)
Basic	29,145			29,121			29,091			29,040
Diluted	29,207			29,148			29,101			29,051
Cash dividends paid per share	$	—		$	—		$	—		$	0.12
Book value per share	5.05			3.73			3.35			3.17
Return on assets (ROA) ⁽³⁾	17.1		%	5.1		%	4.6		%	(30		)%
Return on equity (ROE) ⁽⁴⁾	35.5		%	11.5		%	10.8		%	(59.2		)%
Return on invested capital (ROIC) ⁽⁵⁾	31.9		%	10.7		%	8.4		%	(41.9		)%
Unit sales
Class A	2,579			2,436			2,452			822
Class B	319			103			236			149
Class C	1,744			1,856			1,745			1,225
Total motor homes	4,642			4,395			4,433			2,196
Travel trailers	1,372			575			—			—
Fifth wheels	966			194			—			—
Total towables	2,338			769			—			—
At Year End
Total assets	$	286,072		$	239,927		$	227,357		$	220,466
Stockholders' equity	144,691			108,730			97,527			92,331
Market capitalization	315,481			208,027			263,492			337,991
Working capital	126,050			113,536			91,345			79,460
Current ratio	3.1 to 1			3.2 to 1			2.8 to 1			2.6 to 1
Number of employees	2,380			2,130			1,950			1,630
Motor home dealer inventory	1,927			1,958			2,044			1,694
Towables dealer inventory	1,365			966			—			—




Aug 28, 2008⁽¹⁾			Aug 25, 2007			Aug. 26, 2006			Aug 27, 2005			Aug 28, 2004			Aug 30, 2003			Aug 2, 2002⁽¹⁾

$	604,352		$	870,152		$	864,403		$	991,975		$	1,114,154		$	845,210		$	825,269
(5,441		)	61,409			68,195			100,890			112,234			78,693			81,324
(0.9		)%	7.1		%	7.9		%	10.2		%	10.1		%	9.3		%	9.9		%
(8,225		)	19,845			23,451			35,817			41,593			29,961			28,431
(151.2		)%	32.3		%	34.4		%	35.5		%	37.1		%	38.1		%	35		%
2,784			41,564			44,744			65,073			70,641			48,732			52,893
—			—			—			—			—			1,152			1,778
$	2,784		$	41,564		$	44,744		$	65,073		$	70,641		$	49,884		$	54,671


0.10			1.33			1.39			1.95			2.06			1.35			1.37
0.10			1.32			1.37			1.92			2.03			1.33			1.34

—			—			—			—			—			0.03			0.04
—			—			—			—			—			0.03			0.04

$	0.10		$	1.33		$	1.39		$	1.95		$	2.06		$	1.38		$	1.41
0.10			1.32			1.37			1.92			2.03			1.36			1.38

29,093			31,162			32,265			33,382			34,214			36,974			39,898
29,144			31,415			32,550			33,812			34,789			37,636			40,768
$	0.48		$	0.40		$	0.36		$	0.28		$	0.20		$	0.10		$	0.10
5.98			7.05			7.01			7.15			6.01			5.78			4.81
0.8		%	11.1		%	11.2		%	16.1		%	18.3		%	14		%	15.9		%
1.5		%	19.5		%	19.7		%	29.7		%	34.4		%	25.6		%	28.2		%
1.1		%	15.1		%	15.4		%	23		%	31.4		%	25.5		%	29.1		%

3,029			5,031			4,455			6,674			8,108			6,705			6,725
140			—			—			—			—			308			763
3,238			4,438			5,388			3,963			4,408			4,021			4,329
6,407			9,469			9,843			10,637			12,516			11,034			11,817
—			—			—			—			—			—			—
—			—			—			—			—			—			—
—			—			—			—			—			—			—

$	305,455		$	366,510		$	384,715		$	412,960		$	394,556		$	377,462		$	337,077
173,924			208,354			218,322			235,887			201,875			210,626			179,815
329,956			821,282			884,789			1,073,165			1,071,570			898,010			713,500
108,548			168,863			187,038			197,469			164,175			164,017			144,303
3.0 to 1			2.9 to 1			3.3 to 1			3.2 to 1			2.6 to 1			2.8 to 1			2.6 to 1
2,250			3,310			3,150			3,610			4,220			3,750			3,685
3,551			4,471			4,733			4,794			4,978			3,945			4,000
—			—			—			—			—			—			—