Table of the components used in production, we depend on a small group of suppliers and the loss of any of these suppliers could affect our ability to obtain components timely or at competitive prices, which would decrease our results of operations, financial condition, and cash flows.Contents

Most of our RV and marine components are readily available from numerous sources. However, a few of our components are produced by a small group of suppliers. In the case of motorhome chassis, Mercedes-Benz (USA and Canada), Stellantis N.V., Freightliner Trucks, Ford Motor Company, and Spartan RV Chassis are our major suppliers. Our relationship with our chassis suppliers is similar to our other supplier relationships in that no specific 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, which could mean our larger competitors could receive more chassis in a time of scarcity. Sales of motorhomes rely on chassis supply and are affected 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 motorhomes and ultimately, on our results of operations, financial condition, and cash flows. In Fiscal 2022, one of our suppliers individually accounted for approximately 11% of our consolidated raw material purchases.

Increases in raw material, commodity, and transportation costs and shortages of certain raw materials could negatively impact our business.

We purchase raw materials such as steel, aluminum, and other commodities, and components, such as chassis, refrigerators, and televisions, for use in our products. In addition, we are a purchaser of components and parts containing various commodities, including steel, aluminum, copper, lead, rubber, lumber, and others that are integrated into our end products. Our profitability is affected by significant fluctuations in the prices of the raw materials and the components and parts we use in our products.

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Additionally, there continues to be uncertainty with respect to the implementation of current trade regulations, future trade regulations and existing international trade agreements, which could continue to increase our cost of goods sold, both directly and as a result of price increases implemented by domestic suppliers, which we may not be able to pass on to our customers. The impact from these tariffs could also result in decreased demand for our products. All of these conditions could materially and adversely affect our results of operations and financial condition.

In addition, increases in other costs of doing business may also adversely affect our profit margins and businesses. For example, an increase in fuel costs may result in an increase in our transportation costs, which also could adversely affect our operating results and businesses. Historically, we have mitigated cost increases, in part, by collaborating with suppliers, reviewing alternative sourcing options, substituting materials, engaging in internal cost reduction efforts, and increasing prices on some of our products, all as appropriate. However, we may not be able to fully offset such increased costs in the future. Further, if our price increases are not accepted by our customers and the market, our net sales, profit margins, earnings, and market share could be adversely affected.

We have experienced, and continue to experience, disruption in our supply chain due to the reduced availability of certain raw materials used in the manufacturing of our products, including chassis which depend on semiconductor chips. The constraints limited our ability to increase production to meet demand during Fiscal 2022 and continuing in Fiscal 2023. While we continue to manage through these shortages and delays, if we cannot successfully manage these disruptions and/or these shortages and delays worsen, we may be unable to fulfill orders and deliver our products to our customers in a timely manner. This could materially and adversely affect our results of operations and financial condition.

Failure to effectively manage strategic acquisitions and alliances, joint ventures, or partnerships could have a negative impact on our business.

One of our growth strategies is to drive growth through targeted acquisitions and alliances, stronger customer relations, and new joint ventures and partnerships that contribute profitable growth while supplementing our existing brands and product portfolio. Our ability to grow through acquisitions depends, in part, on the availability of suitable candidates at acceptable prices, terms, and conditions, our ability to compete effectively for acquisition candidates, and the availability of capital and personnel to complete such acquisitions and run the acquired business effectively. Any acquisition, alliance, joint venture, or partnership could impair our business, financial condition, reputation, and operating results. The benefits of an acquisition, or new alliance, joint venture, or partnership may take more time than expected to develop or integrate into our operations, and we cannot guarantee that previous or future acquisitions, alliances, joint ventures, or partnerships will, in fact, produce any benefits. Such acquisitions, alliances, joint ventures, and partnerships may involve a number of risks, including:

•Diversion of management’s attention;

•Disruption to our existing operations and plans;

•Inability to effectively manage our expanded operations;

•Difficulties or delays in integrating and assimilating information and financial systems, operations, and products of an acquired business or other business venture or in realizing projected efficiencies, growth prospects, cost savings, and synergies;

•Inability to successfully integrate or develop a distribution channel for acquired product lines;

•Potential loss of key employees, customers, distributors, or dealers of the acquired businesses or adverse effects on existing business relationships with suppliers, customers, distributors, and dealers;

•Adverse impact on overall profitability, if our expanded operations do not achieve the financial results projected in our valuation model;

•Inaccurate assessment of additional post-acquisition or business venture investments, undisclosed, contingent or other liabilities or problems, unanticipated costs associated with an acquisition or other business venture, and an inability to recover or manage such liabilities and costs; and

•Incorrect estimates made in the accounting for acquisitions, occurrence of non-recurring charges, and write-off of significant amounts of goodwill or other assets that could adversely affect our operating results.

If we fail to identify, attract, and retain appropriately qualified employees, including employees in key positions, our operations and profitability may be harmed. Changes in market compensation rates may adversely affect our profitability.

Our ability to meet our strategic objectives and otherwise grow our business will depend to a significant extent on the continued contributions of our leadership team. Our future success will also depend in large part on our ability to identify, attract, and retain other highly qualified managerial, technical, sales and marketing, operations, and customer service personnel. Competition for these individuals in our manufacturing markets is intense, and supply is limited. Since we operate in a competitive labor market, there is a risk that market increases in compensation could have an adverse effect on our business. We may not succeed in identifying, attracting, or retaining qualified personnel on a cost-effective basis. The loss or interruption of services of any of our key personnel, inability to identify, attract, or retain qualified personnel in the future, delays in hiring qualified personnel, or any employee work slowdowns, strikes, or similar actions could make it difficult for us to conduct and manage our business and meet key objectives, which could harm our business, financial condition, and operating results.

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Significant product repair and/or replacement costs due to product warranty claims and product recalls could have a material adverse impact on our results of operations, financial condition, and cash flows.

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.

Information Systems, Legal and Regulatory Risks

We may be subject to information technology system failures, inefficiencies associated with system implementations, network disruptions, and breaches in data security that could adversely affect our business. Failure to prevent or effectively respond to a breach or system failure could expose our customers', clients', or suppliers' confidential information and expose us to substantial costs and reputational damage as well as litigation and enforcement actions.

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 record and report our operational results. Additionally, we rely upon information systems in our sales, 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. In addition, continued integration and development of new systems have resulted, and may in the future result in operational inefficiencies that adversely impact our results of operations. Further, we have security systems in place with the intent of maintaining the physical security of our facilities and protecting our customers', clients', and suppliers' confidential information and information related to identifiable individuals against unauthorized access through our information systems or by other electronic transmission or through the misdirection, theft, or loss of physical media. Misuse, leakage, falsification, or breach of security 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. Because the technologies used to obtain unauthorized access are constantly changing and becoming increasingly more sophisticated and often are not recognized until launched against a target, we may be unable to anticipate these techniques or implement sufficient preventative measures. If we fail to maintain or protect our information systems and web applications effectively, we could experience adverse consequences that could have a material effect on our business. Amongst other things, the impact could include interruptions or delays in our ability to access information, data loss, processing inefficiencies, lost revenues or other costs resulting from shutdowns, unfavorable publicity, governmental inquiry and oversight, difficulty in marketing our services, allegations by our customers and clients that we have not performed our contractual obligations, litigation by affected parties, and possible financial obligations for damages related to the theft or misuse of such information.

Our continued success is dependent on positive perceptions of our brands which, if impaired, could adversely affect our results of operations or financial condition. In addition, if the frequency and size of product liability and other claims against us increase, our reputation and business may be harmed.

We believe that one of the strengths of our business is our brands, which are widely known around the world. We vigorously defend our brands and our other intellectual property rights against third parties on a global basis. We have, from time to time, had to bring claims against third parties to protect or prevent unauthorized use of our brand. If we are unable to protect and defend our brands or other intellectual property, it could have a material adverse effect on our results of operations or financial condition.

We are also subject, in the ordinary course of business, to litigation including a variety of warranty, "Lemon Law," and product liability claims typical in the RV and marine industries. Although we have an insurance policy covering product liability, 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. Product liability claims may also cause us to pay punitive damages, not all of which are covered by our insurance. In addition, if 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.

We are subject to certain government regulations that could have a material adverse impact on our business, including changing climate-related regulations that may require us to incur additional costs in order to be in compliance.

We are subject to numerous federal, state, and local regulations and the following summarizes some, but not all, of the laws and regulations that apply to us.

Federal Motor Vehicle Safety Standards govern the design, manufacture and sale of our RV products, which standards are promulgated by the NHTSA. NHTSA requires manufacturers to recall and repair vehicles which are non-compliant with a Federal Motor Vehicle Safety Standard or contain safety defects. In addition, the U.S. Coast Guard maintains certification standards for the

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manufacture of our marine products, and the safety of recreational boats in the U.S. is subject to federal regulation under the Boat Safety Act of 1971, which requires boat manufacturers to recall products for replacement of parts or components that have

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demonstrated defects affecting safety. Any major recalls of our products, voluntary or involuntary, could have a material adverse effect on our results of operations, financial condition, and cash flows. While we believe we are 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 testing, manufacturing, purchasing, operating, or selling our products and could have a material adverse effect on our results of operations, financial condition, and cash flows. In addition, our failure to comply with present or future regulations could result in federal 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 ~~motorhomes~~motorhome RVs 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 the New York Stock Exchange and SEC laws or regulations could also have an adverse impact on our business. Additionally, amendments to these regulations and the implementation of new regulations could increase the cost of our operations and therefore could have an adverse impact on our business.

We are subject to income and other tax laws and regulations in the U.S. and various foreign jurisdictions. In addition, we could be impacted by adjustments proposed by taxing authorities in connection with examinations, depending on their timing, nature and scope. Increases in tax rates, changes in tax laws or unfavorable resolution of tax matters could have a material impact on our financial results.

Finally, federal and state authorities also have various environmental control standards relating to air, water, noise pollution, greenhouse gases ("GHG"), and hazardous waste generation and disposal that 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. In addition, foreign, federal, state, and local regulatory and legislative bodies have proposed various legislative and regulatory measures relating to climate change, regulating GHG emissions, and energy policies. If such legislation is enacted, we could incur increased energy, environmental, and other costs and capital expenditures to comply with the limitations. Climate change regulation combined with public sentiment could result in reduced demand for our products, higher fuel prices, or carbon taxes, all of which could materially adversely affect our business. Due to uncertainty in the regulatory and legislative processes, as well as the scope of such requirements and initiatives, we cannot currently determine the effect such legislation and regulation may have on our products and operations.

Our ESG commitments may impact our reputation, expose us to additional costs, or have other impacts which could adversely affect our business, financial condition, or results of operations.

There has been an increased focus from regulators, investors, employees, consumers, and other stakeholders relating to ESG practices. We periodically communicate our ESG initiatives, which include prioritizing ethics and integrity, safety, people, diversity, equity and inclusion, community, waste, emissions, and product stewardship. Failure to meet our commitments, respond to regulatory requirements, or advance our initiatives could adversely impact our reputation, as well as the demand for our products. In addition, achieving these initiatives may result in increased costs, which could have a material adverse impact on our business, financial condition, or results of operations.

Financial Risks

An impairment in the carrying value of goodwill and trade names could negatively impact our consolidated results of operations.

Goodwill and indefinite-lived intangible assets, such as our trade names in certain instances, are recorded at fair value at the time of acquisition and are not amortized but are reviewed for impairment at least annually or more frequently if impairment indicators arise. Our determination of whether goodwill impairment has occurred is based on a comparison of each of our reporting units’ fair value with its carrying value. Significant and unanticipated changes in circumstances, such as significant and long-term adverse changes in business climate, unanticipated competition, and/or changes in technology or markets, could require a provision for impairment in a future period that could negatively impact our results of operations.

The terms of our notes and other debt instruments could adversely affect our operating flexibility and pose risks of default.

We incurred substantial indebtedness to finance the acquisitions of Grand Design and Newmar Corporation ("Newmar"). Our asset based revolving credit facility ("ABL Credit Facility") and Senior Secured Notes (as described in Note 9 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K) are secured by substantially all of our assets, including cash, inventory, accounts receivable, and certain machinery and equipment. We also issued unsecured Convertible Notes (as described in Note 9 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this

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Annual Report on Form 10-K) to finance the acquisition of Newmar. If a default of payment occurs, the lenders in our ABL Credit Facility or holders of our Senior Secured and Convertible Notes may elect to declare all of their respective outstanding debt, together with accrued interest and other amounts payable thereunder, to be immediately due and payable. Under such circumstances, we may not have sufficient funds or other resources to satisfy all of our obligations. In addition, the limitations imposed on our ability to incur additional debt and to take other corporate actions might significantly impair our ability to obtain other financing.

Borrowing availability under the ABL Credit Facility is limited to the lesser of the facility total and the calculated borrowing base, which is based on stipulated loan percentages applied to our eligible trade accounts receivable and eligible inventories. Should the borrowing base decline, our ability to borrow to fund future operations and business transactions could be limited.

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In addition, the Senior Secured Notes contain certain occurrence-based covenants that could restrict our ability to undertake certain types of transactions. If we enter into a transaction that falls under the occurrence-based covenants, we will calculate the ratios and covenant buckets we have available to us to ensure we are in compliance. Likewise, the indenture related to the Convertible Notes issued to help finance the acquisition of Newmar includes certain limited covenants that could impact our ability to operate our business.

In addition, our indebtedness could:

•Make us more vulnerable to general adverse economic, regulatory, and industry conditions;

•Limit our flexibility in planning for, or reacting to, changes and opportunities in the markets in which we compete;

•Place us at a competitive disadvantage compared to our competitors that have less debt or could require us to dedicate a substantial portion of our cash flow to service our debt; and

•Restrict us from making strategic acquisitions or exploiting other business opportunities.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The principal facilities used in our operations are in the following locations:


Segment	Location	Status	Primary Use
Towable	~~Bristol, Indiana~~	~~Leased~~	~~Manufacturing(1)~~
~~Towable~~ RV	Elkhart, Indiana	Leased	Manufacturing(1)
Towable RV	Middlebury, Indiana	Owned	Manufacturing(1) and office space
Towable RV	Middlebury, Indiana	Leased	Manufacturing(1) and office space
Towable RV	White Pigeon, Michigan	Leased	Manufacturing(1)
Motorhome RV	Charles City, Iowa	Owned	Manufacturing(1)
Motorhome RV	Forest City, Iowa	Owned	Manufacturing(1) and ~~non-production~~office space
Motorhome RV	Lake Mills, Iowa	Owned	Manufacturing(1)
Motorhome RV	Nappanee, Indiana	Owned	~~Manufacturing(1)~~
~~Motorhome~~	~~Nappanee, Indiana~~	~~Leased~~	Manufacturing(1) and office space
Motorhome RV	Nappanee, Indiana	Leased	Manufacturing(1)
Motorhome RV	Waverly, Iowa	Owned	Manufacturing(1)
Marine	Bristol, Indiana	Leased	Manufacturing(1)
Marine	Bristol, Indiana	Owned	Manufacturing(1) and office space
Marine	Sarasota, Florida	Owned	Manufacturing(1) and office space
Corporate / All Other	Clearwater, Florida	Leased	Manufacturing(1) and office space
Corporate / All Other	Eden Prairie, Minnesota	Leased	Office space
Corporate / All Other	Forest City, Iowa	Owned	Manufacturing(1)
Corporate / All Other	Savage, Minnesota	Leased	Research and development, and office space

(1) Manufacturing includes production, warehouse, maintenance, and service center facilities.

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. All facilities are in good operating condition, suitable for their respective uses and adequate for current needs.

Under our Senior Secured Notes and ABL Credit Facility, we have encumbered substantially all of our real property for the benefit of the lenders ~~under our credit facilities.~~thereunder. For additional information, see Note 9 in the Notes to Consolidated Financial Statements, included in

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Item 8 of Part II in this Annual Report on Form 10-K. Also see Note 10 in the Notes to Consolidated Financial Statements included in Item 8 of Part II in this Annual Report on Form 10-K for more information regarding our leased facilities.

Item 3. Legal Proceedings.

For a description of our legal proceedings, see Note 12 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.

Item 4. Mine Safety Disclosures.

Not Applicable.

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PART II

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

Market Information

Our common stock is listed on the New York Stock Exchange under the ticker symbol of WGO. As of October ~~13, 2022,~~12, 2023, there were ~~2,120~~2,050 shareholders of record.

Dividends

On August ~~17, 2022,~~16, 2023, our Board of Directors declared a quarterly cash dividend of ~~$0.27~~$0.31 per share, totaling ~~$8.2~~$9.2 million, to be paid on September ~~28, 2022~~27, 2023 to common shareholders of record at the close of business on September ~~14, 2022.~~13, 2023. Dividends are generally declared each quarter, and the Board of Directors currently intends to continue to pay quarterly cash dividends; however, declaration of future dividends, if any, will be based on several factors including our financial performance, outlook, and liquidity.

Our outstanding notes, as further described in Note 9 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K, contains restrictions that may limit our ability to pay dividends.

Issuer Purchases of Equity Securities

Our ABL Credit Facility contains restrictions that may limit our ability to make distributions or payments with respect to purchases of our common stock without consent from the lenders, except for limited purchases of our common stock from employees, in the event of a significant reduction in our EBITDA or in the event of a significant borrowing on our ABL Credit Facility. Our Senior Secured Notes also contain covenants that may limit our ability to make distributions or payments with respect to purchases of our common stock. See additional information on our ABL Credit Facility and our Senior Secured Notes in Note 9 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.

On October 13, 2021, our Board of Directors authorized a share repurchase program in the amount of $200.0 million with no time restriction on the authorization, which took effect immediately and replaced the prior program.

On August 17, 2022, our Board of Directors authorized a share repurchase program in the amount of $350.0 million ~~also~~ with no time restriction on the ~~authorization, which replaces~~authorization. This share repurchase program was effective immediately and replaced the ~~previous authorization~~prior program that was fully depleted in the fourth quarter of Fiscal 2022.

During Fiscal ~~2022,~~2023, we repurchased ~~3,577,000~~approximately 795,000 shares of our common stock at a cost of ~~$209.7~~$50.0 million, and ~~62,000~~approximately 90,000 shares of our common stock at a cost of ~~$4.6~~$5.1 million to satisfy tax obligations on employee equity awards as they vested. We continually evaluate if share repurchases reflect a prudent use of our capital and, subject to compliance with our ABL Credit Facility and outstanding Senior Secured Notes, we may purchase shares in the future. As of August ~~27, 2022,~~26, 2023, we have ~~$350.0~~$300.0 million remaining on our Board of Directors approved repurchase authorization.

Purchases of our common stock during each fiscal month of the fourth quarter of Fiscal ~~2022~~2023 are as follows:

Period(1)
Total Number of Shares Purchased(2)
Average Price Paid per Share
Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(2)(3)
05/29/22 - 07/02/22 273,442 $ 50.47 273,442 $ 66,200,000
07/03/22 - 07/30/22 796,391 $ 54.87 796,391 $ 22,500,000
07/31/22 - 08/27/22 364,299 $ 61.77 364,252 $ 350,000,000
Total 1,434,132 $ 55.78 1,434,085 $ 350,000,000


Period	Total Number of Shares Purchased(1,2)	Average Price Paid per Share		Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1,2)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(3) (in millions)
05/28/23 - 07/01/23	93,729	$	64.09	93,606	$	324.0
07/02/23 - 07/29/23	281,394	67.56		281,209	305.0
07/30/23 - 08/26/23	76,011	68.12		73,407	300.0
Total	451,134	$	66.93	448,222	$	300.0

(1) Number of shares in the above table are shown in whole numbers.

(2) Shares not purchased as part of a publicly announced program were repurchased from employees who vested in Company shares and elected to pay their payroll tax via the value of shares delivered as opposed to cash.

(3) Pursuant to a ~~$200.0 million share repurchase program authorized by our Board of Directors on October 13, 2021. No shares were repurchased pursuant to a~~ $350.0 million share repurchase program authorized by our Board of Directors on August 17, 2022. There is no time restriction on this authorization.

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Stock 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, the Russell 3000 Recreational Vehicles and ~~a peer group. The~~Boats Subsector Index, and the peer group ~~companies~~used in previously filings, consisting of THOR Industries, Inc., Polaris Inc., and Brunswick ~~Corporation were selected by us~~Corporation. The Russell 3000 Recreational Vehicles and Boats Subsector Index replaces the peer group in this analysis and going forward, as ~~they also manufacture recreation products.~~ it is a widely utilized industry index that is representative of our current business. 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, 2017~~25, 2018 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 August 26,
2017 August 25,
2018 August 31,
2019 August 29,
2020 August 28,
2021 August 27,
2022
Winnebago Industries, Inc. $ 100.00 $ 108.95 $ 94.76 $ 174.59 $ 220.19 $ 186.60
S&P 500 Index 100.00 119.94 124.66 152.32 198.76 181.53
Peer Group 100.00 110.78 75.79 114.84 154.26 128.19


	Base Period
Company/Index	August 25, 2018		August 31, 2019		August 29, 2020		August 28, 2021		August 27, 2022		August 26, 2023
Winnebago Industries, Inc.	$	100.00	$	86.98	$	160.25	$	202.11	$	171.27	$	181.21
S&P 500 Index	100.00		103.93		126.99		165.71		151.34		167.15
Russell 3000 Recreational Vehicles and Boats Subsector Index	100.00		72.24		105.12		134.70		121.12		120.10
Peer Group	100.00		68.41		103.66		139.25		115.72		123.13

Source: Zacks Investment Research, Inc.

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Item 6. [Reserved].

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 management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Unless otherwise noted, transactions and other factors significantly impacting our financial condition, results of operations and liquidity are discussed in order of magnitude. Our MD&A is presented in five sections:

•Overview

•Results of Operations

•Analysis of Financial Condition, Liquidity, and Capital Resources

•Critical Accounting Policies and Estimates

•New Accounting Pronouncements

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

The year-over-year comparisons in this MD&A are as of and for the fiscal years ended August ~~27, 2022~~26, 2023 and August ~~28, 2021,~~27, 2022, unless stated otherwise. The discussion of Fiscal ~~2020~~2021 results and related year-over-year comparisons as of and for the fiscal years ended August ~~28, 2021~~27, 2022 and August ~~29, 2020~~28, 2021 are found in Item 7 of Part II of our Form 10-K for the fiscal year ended August ~~28, 2021.~~27, 2022.

Overview

Winnebago Industries, Inc. is one of the leading North American manufacturers of recreation vehicles ("~~RV"s)~~RVs") and marine products with a diversified portfolio used primarily in leisure travel and outdoor recreational activities. We also design and manufacture advanced battery solutions that deliver “house power,” supporting internal electrical features and appliances for a variety of outdoor products including RVs, boats, specialty and other low-speed vehicles, as well as other industrial applications. We produce our motorhome RV units in Iowa and Indiana; our towable RV units in Indiana; and our marine units in Indiana and Florida. We distribute our RV and marine products primarily through independent dealers across the U.S. and Canada, who then retail the products to the end consumer. We also distribute our marine products internationally through independent dealers, who then retail the products to the end consumer. Our battery solutions are primarily sold to customers in the U.S.

~~Macroeconomic Events~~Change in Presentation

In the first quarter of Fiscal 2023, we changed our presentation in tables from thousands to millions, unless otherwise designated. As a result, certain rounding adjustments have been made to prior period disclosed amounts in order to conform to the current year presentation. In addition, certain prior period amounts may not recalculate due to rounding. These changes were not significant, and no other updates were made to previously reported financial information.

Known Trends and Uncertainties

Our business continues to be challenged by macroeconomic conditions impacting retail consumers, such as inflation and rising interest rates. These factors have contributed to lower consumer spending and reduced short-term demand for large discretionary products such as RVs and marine products. In ~~February 2022,~~ the ~~United States~~fourth quarter of 2023, these trends resulted in decreased sales due to declines in unit volume associated with the retail market conditions and a cautious dealer network. In response, we are working closely with dealer partners across all our segments to align field inventory levels to meet end consumer demand. We anticipate that as field inventory levels further normalize and consumer demand stabilizes, dealers will exhibit a growing willingness to replenish inventories in the second half of Fiscal 2024. We continue to produce and ship in accordance with dealer demand as evidenced and requested by dealer orders.

Despite the current economic uncertainty, we believe in the long-term health of consumer demand for RV and marine products.

Other Matters

On September 15, 2023, the UAW announced targeted ~~economic sanctions on Russia in response~~strikes impacting certain auto manufacturers from which we purchase chassis. While we do not expect immediate disruption from the strike, the situation remains dynamic, and the exact magnitude and duration is difficult to ~~the military conflict in Ukraine. As described in Part I,~~predict at this time. Refer to Item 1A — Risk Factors, in this Annual Report on Form 10-K our business may be sensitive to economic conditions such as the adverse impact of global tensions, which could impact input costs, consumer spending, and fuel prices. As our operations are primarily in North America, we have no direct exposure to Russia and Ukraine. However, we are actively monitoring the broader economic impact of the crisis, especially the potential impact of rising commodity and fuel prices, and the potential decreased demand for ~~our products.~~additional information.

~~COVID-19 Pandemic~~

~~The COVID-19 pandemic has resulted in~~ strong retail demand by consumers of RVs as a safe travel option, and of marine products as a safe way to experience the outdoors. However, the pandemic has also caused global supply chain disruption. Our production has experienced certain supply shortages, particularly within our Motorhome and Marine segments, as well as material and component cost inflation. If these disruptions continue, or if there are additional disruptions in our supply chain, it could materially or adversely impact our operating results and financial condition. Despite certain supply shortages and inflationary cost input pressures, we continue to operate and adapt to these temporary supply chain disruptions. Refer to the COVID-19 related risk factor disclosed in ~~Item 1A of Part I in this Annual Report on Form 10-K.~~

~~Acquisition of Barletta~~

On August 31, 2021, we completed our acquisition of all the equity interests of Barletta for $286.3 million funded with cash payments of $240.1 million, $25.0 million in common stock issued to the sellers (subject to a 12% discount), and contingent consideration from earnout provisions. For further discussion regarding the acquisition, refer to Note 2 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.

~~The acquisition of Barletta resulted in a newly created Marine reportable segment effective as of~~In the first quarter of Fiscal ~~2022. The Marine reportable~~2023, Mercedes-Benz AG issued a global recall related to an electronic parking brake defect affecting 2019 through 2022 Sprinter chassis. As a result, all retail sales and wholesale shipments of our products built on this chassis were temporarily suspended until a recall remedy was implemented. During the second quarter of Fiscal 2023, the recall remedy was implemented in cooperation with Mercedes-Benz AG. This recall impacted our Motorhome RV segment ~~consists~~net sales and profitability in Fiscal 2023.

Table of ~~the Barletta and Chris-Craft operating segments.~~Contents

Non-GAAP Financial Measures

This MD&A includes financial information prepared in accordance with generally accepted accounting principles ("GAAP"), as well as certain adjusted or non-GAAP financial measures, such as EBITDA and Adjusted EBITDA. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation and amortization expense, and other pretax

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adjustments made in order to present comparable results from period to period.

These non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, have been provided as information supplemental and in addition to the financial measures presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented herein. The non-GAAP financial measures presented may differ from similar measures used by other companies.

Included in "Results of Operations - Fiscal ~~2022~~2023 Compared to Fiscal ~~2021"~~2022" is a reconciliation of EBITDA and Adjusted EBITDA from net income, the ~~nearest~~most directly comparable GAAP measure. We have included these non-GAAP performance measures as a comparable measure to illustrate the effect of non-recurring transactions that occurred during the reported periods and to improve comparability of our results from period to period. We believe Adjusted EBITDA provides meaningful supplemental information about our operating performance as this measure excludes amounts from net income that we do not consider part of our core operating results when assessing our performance. Examples of items excluded from Adjusted EBITDA include acquisition-related ~~fair-value inventory step-up, acquisition-related~~ costs, litigation reserves, restructuring expenses, gain or loss on ~~sale of~~ property, plant, and equipment, contingent consideration fair value adjustment, and non-operating income or loss.

Management uses these non-GAAP financial measures (a) to evaluate our historical and prospective financial performance and trends as well as our performance relative to competitors and peers; (b) to measure operational profitability on a consistent basis; (c) in presentations to the members of our Board of Directors to enable our Board of Directors to have the same measurement basis of operating performance as used by management in its assessments of performance and in forecasting; (d) to evaluate potential acquisitions; and (e) to ensure compliance with covenants and restricted activities under the terms of our ABL Credit Facility and outstanding notes, as further described in Note 9 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K. We believe these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in the industry.

~~Industry Trends~~

The RV and marine industries continue to experience shipping delays, and material and component cost inflation. In addition, both industries continue to experience supply chain disruptions and shortages, particularly within the Motorhome and Marine segments. While we continue to operate and adapt to these supply chain disruptions, they impacted our ability to increase production to meet existing demand during Fiscal 2022 and continuing in Fiscal 2023.

We believe field inventory for our Towable segment is returning to normalized levels to adequately serve end consumer demand, whereas field inventory for our Motorhome and Marine segments remains lower than desired by our dealer network, which indicates future strength in wholesale shipments. We continue to produce and ship in accordance with dealer demand as evidenced and requested by dealer orders.

RV industry retail sales have been softening compared to record high prior year levels; however, we still believe in the long-term health of consumer demand for RV and marine products. More people are pursuing outdoor activities, household penetration of RVs is increasing, and campers are more diverse than ever. According to statistics published by Kampgrounds of America, Inc., over 14 million households camped for the first time in 2020 and 2021, and combined with record levels of first-time buyers of RVs over the past two years, we believe a positive outlook exists for new product and upgrade-related sales. Despite these developments, current macroeconomic trends such as inflation, rising interest rates and low consumer sentiment, as well as global political tensions, contribute to reduced short-term consumer demand for large discretionary products such as RVs and Marine products, which could in turn impact our future revenue and profits.

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Results of Operations - Fiscal ~~2022~~2023 Compared to Fiscal ~~2021~~2022

Consolidated Performance Summary

The following is an analysis of changes in key items included in the statements of operations for the fiscal year ended August ~~27, 2022~~26, 2023 compared to the fiscal year ended August ~~28, 2021:~~27, 2022:


(in thousands, except percent and per share data)		2022		% of Revenues(1)		2021		% of Revenues(1)		$ Change		% Change
(in millions, except per share data)														(in millions, except per share data)	2023		% of Revenues(1)		2022		% of Revenues(1)		$ Change(1)		% Change(1)
Net revenues	Net revenues	$	4,957,730	100.0	%	$	3,629,847	100.0	%	$	1,327,883	36.6	%	Net revenues	$	3,490.7	100.0	%	$	4,957.7	100.0	%	$	(1,467.1)	(29.6)	%
Cost of goods sold	Cost of goods sold	4,028,393		81.3	%	2,979,484		82.1	%	1,048,909		35.2	%	Cost of goods sold	2,904.6		83.2	%	4,028.4		81.3	%	(1,123.8)		(27.9)	%
Gross profit	Gross profit	929,337		18.7	%	650,363		17.9	%	278,974		42.9	%	Gross profit	586.1		16.8	%	929.3		18.7	%	(343.3)		(36.9)	%
Selling, general, and administrative expenses ("SG&A")	Selling, general, and administrative expenses ("SG&A")	316,420		6.4	%	228,581		6.3	%	87,839		38.4	%	Selling, general, and administrative expenses ("SG&A")	267.7		7.7	%	316.4		6.4	%	(48.7)		(15.4)	%
Amortization	Amortization	29,419		0.6	%	14,361		0.4	%	15,058		104.9	%	Amortization	17.7		0.5	%	29.4		0.6	%	(11.7)		(39.8)	%
Total operating expenses	Total operating expenses	345,839		7.0	%	242,942		6.7	%	102,897		42.4	%	Total operating expenses	285.4		8.2	%	345.8		7.0	%	(60.5)		(17.5)	%
Operating income	Operating income	583,498		11.8	%	407,421		11.2	%	176,077		43.2	%	Operating income	300.7		8.6	%	583.5		11.8	%	(282.8)		(48.5)	%
Interest expense, net	Interest expense, net	41,313		0.8	%	40,365		1.1	%	948		2.3	%	Interest expense, net	20.5		0.6	%	41.3		0.8	%	(20.7)		(50.1)	%
Non-operating loss (income)		27,463		0.6	%	(394)		—	%	(27,857)		(7,070.3)	%
Non-operating loss														Non-operating loss	1.0		—	%	27.5		0.6	%	(26.5)		(96.5)	%
Income before income taxes	Income before income taxes	514,722		10.4	%	367,450		10.1	%	147,272		40.1	%	Income before income taxes	279.2		8.0	%	514.7		10.4	%	(235.6)		(45.8)	%
Provision for income taxes	Provision for income taxes	124,086		2.5	%	85,579		2.4	%	38,507		45.0	%	Provision for income taxes	63.3		1.8	%	124.1		2.5	%	(60.8)		(49.0)	%
Net income	Net income	$	390,636	7.9	%	$	281,871	7.8	%	$	108,765	38.6	%	Net income	$	215.9	6.2	%	$	390.6	7.9	%	$	(174.8)	(44.7)	%

Diluted earnings per share	Diluted earnings per share	$	11.84			$	8.28			$	3.56	43.0	%	Diluted earnings per share	$	6.23			$	11.84			$	(5.61)	(47.4)	%
Diluted weighted average shares outstanding	Diluted weighted average shares outstanding	32,985				34,056				(1,071)		(3.1)	%	Diluted weighted average shares outstanding	35.4				33.0				2.5		7.5	%

(1) ~~Percentages~~Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided. In addition, percentages may not add in total due to ~~rounding differences.~~rounding.

~~Net revenues increased primarily due to incremental sales from the acquisition of Barletta, price increases, and unit growth.~~

Gross profit as a percentage of revenue increased primarily due to improved operating leverage on higher revenues and price increases, partially offset by higher material and component costs, and production inefficiencies caused by supply constraints.

Operating expenses increased primarily due to higher operating expenses to support increased sales, acquisition-related costs, incremental operating expenses and amortization associated with the acquisition of Barletta, and higher incentive-based compensation related to operating performance.

~~Non-operating loss increased predominantly due to the contingent consideration fair value adjustment related to the acquisition of Barletta.~~

Our effective tax rate increased primarily due to the impact of consistent tax credits compared to the prior year over increased income in the current year and a net unfavorable expense in the current year related to nondeductible compensation.

~~Net income and diluted earnings per share increased primarily due to leverage gained on higher revenues, partially offset by increased operating expenses and higher income tax expense.~~

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Net revenues decreased primarily due to lower unit sales related to retail market conditions and higher discounts and allowances compared to prior year, partially offset by carryover price increases.

Gross profit as a percentage of revenue decreased primarily due to volume deleverage and higher discounts and allowances compared to prior year.

Operating expenses decreased primarily due to lower incentive and volume-based compensation related to performance, lower amortization related to Barletta intangible assets, lower legal settlement expenses, and other cost reduction efforts, partially offset by strategic investments.

Non-operating loss decreased due to a lower contingent consideration fair value adjustment related to the earnout from the acquisition of Barletta.

Our effective tax rate decreased primarily due to both an increase in tax credits year-over-year over decreased income in the current year and favorable return to provision adjustments.

Non-GAAP Reconciliation

The following table reconciles net income to consolidated EBITDA and Adjusted EBITDA for Fiscal ~~2022~~2023 and ~~2021:~~
(in thousands) 2022 2021
Net income $ 390,636 $ 281,871
Interest expense, net 41,313 40,365
Provision for income taxes 124,086 85,579
Depreciation 24,238 18,201
Amortization 29,419 14,361
EBITDA 609,692 440,377
Acquisition-related costs 5,222 725
Litigation reserves 6,551 —
Restructuring expenses (1)
— 112
Gain on sale of property, plant and equipment — (4,753)
Contingent consideration fair value adjustment 29,382 —
Non-operating income (1,919) (394)
Adjusted EBITDA $ 648,928 $ 436,067
2022:

~~(1)~~


(in millions)	2023		2022
Net income	$	215.9	$	390.6
Interest expense, net	20.5		41.3
Provision for income taxes	63.3		124.1
Depreciation	29.2		24.2
Amortization	17.7		29.4
EBITDA	346.6		609.6
Acquisition-related costs	7.5		5.2
Litigation reserves	(0.4)		6.6
Contingent consideration fair value adjustment	0.6		29.4
Non-operating loss (income)	0.4		(1.9)
Adjusted EBITDA	$	354.7	$	648.9

~~Balance excludes depreciation expense classified as restructuring as the balance is already included in the EBITDA calculation.~~

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Reportable Segment Performance Summary

Towable RV

The following is an analysis of key changes in our Towable RV segment for Fiscal ~~2022~~2023 and ~~2021:~~2022:


(in thousands, except ASP and units)		2022		% of Revenues		2021		% of Revenues		$ Change		% Change
(in millions, except ASP and units)														(in millions, except ASP and units)	2023		% of Revenues (1)			2022		% of Revenues (1)		$ Change(1)		% Change(1)
Net revenues	Net revenues	$	2,597,358			$	2,009,959			$	587,399	29.2	%	Net revenues	$	1,415.3				$	2,597.4			$	(1,182.1)	(45.5)	%
Adjusted EBITDA	Adjusted EBITDA	383,622		14.8	%	289,007		14.4	%	94,615		32.7	%	Adjusted EBITDA	172.1		12.2		%	383.6		14.8	%	(211.5)		(55.1)	%

Average Selling Price ("ASP")~~(1)~~(2)	Average Selling Price ("ASP")~~(1)~~(2)	43,038				33,271				9,767		29.4	%	Average Selling Price ("ASP")~~(1)~~(2)	45,568					43,038				2,530		5.9	%

Unit deliveries	Unit deliveries	2022		Product Mix(2)		2021		Product Mix(2)		Unit Change		% Change		Unit deliveries	2023		Product Mix(3)			2022		Product Mix(3)		Unit Change		% Change
Travel trailer	Travel trailer	40,739		68.1	%	39,943		66.5	%	796		2.0	%	Travel trailer	21,352		68.8		%	40,739		68.1	%	(19,387)		(47.6)	%
Fifth wheel	Fifth wheel	19,125		31.9	%	20,163		33.5	%	(1,038)		(5.1)	%	Fifth wheel	9,701		31.2		%	19,125		31.9	%	(9,424)		(49.3)	%
Total Towable		59,864		100.0	%	60,106		100.0	%	(242)		(0.4)	%
Total Towable RV														Total Towable RV	31,053		100.0		%	59,864		100.0	%	(28,811)		(48.1)	%

		August 27, 2022				August 28, 2021				Change		% Change			August 26, 2023		August 27, 2022			Change(1)		% Change(1)
Backlog~~(3)~~(4)	Backlog~~(3)~~(4)													Backlog~~(3)~~(4)
Units	Units	14,588				46,590				(32,002)		(68.7)	%	Units	5,111		14,588			(9,477)		(65.0)	%
Dollars	Dollars	$	576,491			$	1,704,393			$	(1,127,902)	(66.2)	%	Dollars	$	208.1	$	576.5		$	(368.4)	(63.9)	%
Dealer Inventory	Dealer Inventory													Dealer Inventory
Units	Units	22,797				10,126				12,671		125.1	%	Units	16,744		22,797			(6,053)		(26.6)	%

(1)Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.

(2) ASP excludes off-invoice dealer incentives.

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

(4) Our backlog includes all accepted orders from dealers which generally have been requested to be shipped within the next six months. Orders in backlog generally can be cancelled or postponed at the option of the dealer at any time without penalty; therefore, backlog may not necessarily be an accurate measure of future sales.

Net revenues decreased primarily due to a decline in unit volume associated with retail market conditions, a reduction in dealer inventories, and higher levels of discounts and allowances compared to prior year, partially offset by carryover price increases.

Adjusted EBITDA margin decreased primarily due to volume deleverage and higher discounts and allowances compared to prior year, partially offset by successful cost reduction initiatives and favorable warranty experience.

Backlog decreased compared to the prior year due to continued softness in retail conditions and a cautious dealer network.

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Motorhome RV

The following is an analysis of key changes in our Motorhome RV segment for Fiscal 2023 and 2022:


(in millions, except ASP and units)	2023		% of Revenues(1)			2022		% of Revenues(1)		$ Change(1)		% Change(1)
Net revenues	$	1,560.1				$	1,911.2			$	(351.1)	(18.4)	%
Adjusted EBITDA	142.0		9.1		%	238.0		12.5	%	(96.0)		(40.3)	%

ASP(2)	185,514					156,917				28,597		18.2	%

Unit deliveries	2023		Product Mix(3)			2022		Product Mix(3)		Unit Change		% Change
Class A	2,142		25.5		%	2,640		21.9	%	(498)		(18.9)	%
Class B	3,845		45.8		%	6,748		56.0	%	(2,903)		(43.0)	%
Class C	2,407		28.7		%	2,670		22.1	%	(263)		(9.9)	%
Total Motorhome RV	8,394		100.0		%	12,058		100.0	%	(3,664)		(30.4)	%

	August 26, 2023		August 27, 2022			Change(1)		% Change(1)
Backlog(4)
Units	3,828		12,024			(8,196)		(68.2)	%
Dollars	$	688.6	$	1,687.6		$	(999.0)	(59.2)	%
Dealer Inventory
Units	4,068		3,824			244		6.4	%

(1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.

(2) ASP excludes off-invoice dealer incentives.

~~(2)~~(3) Percentages may not add due to rounding differences.

~~(3)~~(4) Our backlog includes all accepted orders from dealers which generally have been requested to be shipped within the next six months. Orders in backlog can be cancelled or postponed at the option of the dealer at any time without penalty; therefore, backlog may not necessarily be an accurate measure of future sales.

Net revenues ~~increased~~decreased primarily due to a decline in unit volume related to retail market conditions and higher levels of discounts and allowances compared to prior year, partially offset by price increases related to higher ~~material and component~~chassis costs.

Adjusted EBITDA ~~increased primarily~~margin decreased due to ~~revenue growth, partially offset by~~volume deleverage, higher ~~operating expenses to support increasing sales.~~

~~Table of Contents~~

~~Motorhome~~

~~The following is an analysis of key changes in our Motorhome segment for Fiscal 2022~~discounts and ~~2021:~~
(in thousands, except ASP and units) 2022 % of Revenues 2021 % of Revenues $ Change % Change
Net revenues $ 1,911,196 $ 1,539,084 $ 372,112 24.2 %
Adjusted EBITDA 237,992 12.5 % 169,205 11.0 % 68,787 40.7 %
ASP(1)
156,917 138,999 17,918 12.9 %
Unit deliveries 2022
Product Mix(2)
2021
Product Mix(2)
Unit Change % Change
Class A 2,640 21.9 % 2,957 27.1 % (317) (10.7) %
Class B 6,748 56.0 % 5,431 49.8 % 1,317 24.2 %
Class C 2,670 22.1 % 2,521 23.1 % 149 5.9 %
Total Motorhome 12,058 100.0 % 10,909 100.0 % 1,149 10.5 %
August 27, 2022 August 28, 2021 Change % Change
Backlog(3)
Units 12,024 18,254 (6,230) (34.1) %
Dollars $ 1,687,571 $ 2,303,504 $ (615,933) (26.7) %
Dealer Inventory
Units 3,824 2,465 1,359 55.1 %

~~(1)~~ ~~ASP excludes off-invoice dealer incentives.~~

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

~~(3)~~ Our backlog includes all accepted orders from dealers which generally have been requested to be shipped within the next six months. Orders in backlog can be cancelled or postponed at the option of the dealer at any time without penalty; therefore, backlog may not necessarily be an accurate measure of future sales.allowances, and operational efficiency challenges.

~~Net revenues increased primarily~~Backlog decreased due to ~~price increases related to higher material~~continued softness in retail conditions and ~~component costs, and unit growth.~~

~~Adjusted EBITDA increased primarily due to revenue growth, partially offset by higher material and component costs, and operating expenses.~~a cautious dealer network.

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Marine

The following is an analysis of key changes in our Marine segment for Fiscal ~~2022~~2023 and ~~2021:~~2022:


(in thousands, except ASP and units)		2022		% of Revenues		2021		% of Revenues		$ Change		% Change
(in millions, except ASP and units)														(in millions, except ASP and units)	2023		% of Revenues(1)			2022		% of Revenues(1)		$ Change(1)		% Change(1)
Net revenues	Net revenues	$	425,269			$	60,209			$	365,060	606.3	%	Net revenues	$	469.7				$	425.3			$	44.4	10.5	%
Adjusted EBITDA	Adjusted EBITDA	60,831		14.3	%	5,177		8.6	%	55,654		1,075.0	%	Adjusted EBITDA	60.5		12.9		%	60.8		14.3	%	(0.3)		(0.6)	%

ASP~~(1)~~(2)	ASP~~(1)~~(2)	75,023				202,450				(127,427)		(62.9)	%	ASP~~(1)~~(2)	83,060					75,023				8,037		10.7	%

Unit deliveries	Unit deliveries	2022				2021				Unit Change		% Change		Unit deliveries	2023		2022			Unit Change		% Change
Boats	Boats	5,692				296				5,396		1,823.0	%	Boats	5,714		5,692			22		0.4	%

		August 27, 2022				August 28, 2021				Change		% Change			August 26, 2023		August 27, 2022			Change(1)		% Change(1)
Backlog~~(2)~~(3)	Backlog~~(2)~~(3)													Backlog~~(2)~~(3)
Units	Units	3,595				531				3,064		577.0	%	Units	2,545		3,595			(1,050)		(29.2)	%
Dollars	Dollars	$	314,718			$	116,926			$	197,792	169.2	%	Dollars	$	194.7	$	314.7		$	(120.0)	(38.1)	%
Dealer Inventory(4)	Dealer Inventory(4)													Dealer Inventory(4)
Units	Units	2,077				70				2,007		2,867.1	%	Units	3,376		2,077			1,299		62.5	%

(1)Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.

(2) ASP excludes off-invoice dealer incentives.

~~(2)~~(3) Our backlog includes all accepted orders from dealers which generally have been requested to be shipped within the next six months. Orders in backlog generally can be cancelled or postponed at the option of the dealer at any time without penalty; therefore, backlog may not necessarily be an accurate measure of future sales.

(4) Due to the nature of the Marine industry, this amount includes a higher proportion of retail sold units than our other segments.

Net revenues ~~and Adjusted EBITDA~~ increased primarily due to ~~the acquisition of Barletta at the beginning of the first quarter of Fiscal 2022.~~price increases, partially offset by higher discounts and allowances.

Adjusted EBITDA margin decreased due to higher discounts and allowances compared to prior year.

Backlog decreased primarily driven by cautious dealer sentiment related to rising inventory levels.

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Analysis of Financial Condition, Liquidity, and Capital Resources

Cash Flows

The following table summarizes our cash flows from total operations for Fiscal ~~2022~~2023 and ~~2021:~~2022:


(in thousands)		2022		2021
(in millions)						(in millions)	2023		2022
Total cash provided by (used in):	Total cash provided by (used in):					Total cash provided by (used in):
Operating activities	Operating activities	$	400,622	$	237,279	Operating activities	$	294.5	$	400.6
Investing activities	Investing activities	(315,670)		(33,009)		Investing activities	(170.0)		(315.7)
Financing activities	Financing activities	(237,343)		(62,282)		Financing activities	(96.8)		(237.3)
Net (decrease) increase in cash and cash equivalents		$	(152,391)	$	141,988
Net increase (decrease) in cash and cash equivalents						Net increase (decrease) in cash and cash equivalents	$	27.7	$	(152.4)

Operating Activities

~~Cash~~During Fiscal 2023, cash provided by operating activities ~~increased~~was $294.5 million compared to $400.6 million in Fiscal 2022. The decrease is primarily driven by lower profitability adjusted for non-cash items, partially offset by net favorable changes in operating assets and liabilities. The favorable impact of operating assets and liabilities is primarily due to changes in accounts receivable due to lower sales and timing of invoicing/collections, and changes in inventory due to elevated purchases in Fiscal 2022 ~~compared to Fiscal 2021 due to higher profitability, a $36.6 million increase in accrued expenses and other liabilities, and a $27.2 million increase in accounts payable~~ to support ~~the growth in the business,~~customer demand, partially offset by a ~~$171.3 million increase~~decrease in ~~inventory~~accounts payable due to ~~support operational activities during a period impacted by continued supply chain challenges.~~lower purchasing requirements.

Investing Activities

Cash used in investing activities ~~increased~~decreased in Fiscal ~~2022~~2023 compared to Fiscal ~~2021~~2022 primarily due to our acquisition of Barletta during the first quarter of Fiscal ~~2022.~~2022 compared to the acquisition of Lithionics during the third quarter of Fiscal 2023.

Financing Activities

Cash used in financing activities ~~increased~~decreased in Fiscal ~~2022~~2023 compared to Fiscal ~~2021~~2022 primarily due to ~~an increase~~a decrease in ~~stock~~share repurchases in Fiscal ~~2022.~~2023.

Debt and Capital

We maintain an a $350.0 million asset-based revolving credit facility ("ABL Credit ~~Facility~~Facility") with a maturity date of July 15, 2027 subject to certain factors which may accelerate the maturity date. On July 15, 2022, our ABL Credit Facility was amended and restated to, among other things, increase the commitments thereunder to $350.0 million, from $192.5 million, and extend the maturity date to July 15, 2027 from October 22, 2024. As of August ~~27, 2022,~~26, 2023, we had ~~$282.2~~$309.9 million in cash and cash equivalents and no borrowings against the ABL Credit Facility. Our cash and cash equivalent balances consist of high quality, short-term money market instruments.

On November 1, 2019, we issued $300.0 million in aggregate principal amount of 1.5% unsecured Convertible Senior Notes due 2025 (“Convertible Notes”), which were used to partially fund the Newmar acquisition.

We continue to evaluate the financial stability of the counterparties and counterparty risk for the Convertible Notes, the Senior Secured Notes, and the ABL Credit Facility.

On July 8, 2020, we closed our private offering (the "Senior Secured Notes Offering") of $300.0 million in aggregate principal amount of 6.25% Senior Secured Notes due 2028 (the "Senior Secured Notes"). Refer to Note 9 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for additional ~~details.~~

On November 1, 2019, we issued $300.0 million in aggregate principal amount of 1.5% unsecured Convertible Senior Notes due 2025 ("Convertible Notes"), which were used to partially fund the Newmar acquisition. Refer to Note 9 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for additional details.

~~Our cash and cash equivalent balances consist of high quality, short-term money market instruments.~~information.

Other Financial Measures

Working capital as of August 26, 2023 and August 27, 2022 ~~and August 28, 2021~~ was ~~$571.7~~$600.7 million and ~~$651.6~~$571.7 million, respectively.

Capital Expenditures

We anticipate capital expenditures in Fiscal ~~2023~~2024 of approximately ~~$75.0~~$60.0 million to ~~$100.0~~$80.0 million. We will continue to support organic growth through ~~capacity expansion~~facility improvements to benefit a safer operating environment, operational improvements, and investments in software and our ~~facilities and make capital improvements as necessary.~~digital capabilities. We believe cash on hand, funds generated from operations, and the borrowing capacity available under our ABL Credit Facility and other debt instruments will be sufficient to support our capital expenditures for the foreseeable future.

Share Repurchases and Dividends

We repurchase our common stock and pay dividends pursuant to programs approved by our Board of Directors. Our long-term capital allocation strategy is to first fund operations and investments in growth, maintain reasonable liquidity, maintain a leverage ratio that reflects a prudent capital structure in light of the cyclical industries we compete in, and then return excess cash over time

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to shareholders through dividends and share repurchases. Refer to Item 5 of Part II of this Annual Report on Form 10-K for discussion about our share repurchase program and dividend declared on August ~~17, 2022.~~16, 2023.

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Cash Requirements

Our cash requirements within the next twelve months include accounts payable, accrued expenses, purchase commitments and other current liabilities.

Our cash requirements greater than twelve months from various contractual obligations and commitments include:

Debt Obligations and Interest Payments

Refer to Note 9 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for ~~further detail of~~information regarding our debt and the timing of expected future principal and interest payments. Interest payments are based on fixed interest rates for the Senior Secured Notes and Convertible Notes.

Operating and Finance Leases

Refer to Note 10 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for ~~further detail of~~information regarding our lease obligations and the timing of expected future payments.

Deferred Compensation Obligations

Refer to Note 11 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for ~~further detail of~~information regarding our deferred compensation plans. We expect to pay ~~$2.6~~$1.8 million in the next 12 months and ~~$8.1~~$7.9 million beyond 12 months.

Contracted Services

Contracted services include agreements with third-party service providers primarily for software, payroll services, and equipment maintenance services ~~and audits~~ for periods up to Fiscal ~~2025.~~2026. We expect to pay ~~$7.0~~approximately $16.8 million in the next 12 months and approximately $26.2 million beyond 12 months.

Contingent Repurchase Obligations

Refer to Note 12 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for ~~further detail of~~information regarding our contingent repurchase commitment and estimated obligation, most of which we expect to expire within one year.

We expect to satisfy our short-term and long-term obligations through a combination of cash on hand, funds generated from operations, and the borrowing capacity available under our ABL Credit Facility and other debt instruments.

Critical Accounting Policies and Estimates

The consolidated 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 believed to be relevant at the time the consolidated financial statements are prepared. 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.

Our ~~significant~~critical accounting policies are discussed in Note 1 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K. We believe that the following accounting policies and estimates are the most critical to aid in fully understanding and evaluating our reported financial results. These estimates require our most difficult, subjective, or complex judgments because they relate to matters that are inherently uncertain. We have reviewed these critical accounting policies and estimates and related disclosures with the Audit Committee of our Board of Directors.

We have not made any material changes during the past three fiscal years, nor do we believe there is a reasonable likelihood of a material future change to the accounting methodologies for the areas described below.

Accounting for Business Combinations

We account for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets, including separately identifiable intangible assets, and assumed liabilities at their acquisition date fair values. The excess of the purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates, royalty rates and asset lives, among other items.

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We used the income approach to value certain intangible assets. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. We used the income approach known as the relief from royalty method to value the fair value of the trade names. The relief from royalty method is based on the hypothetical royalty stream that would be received if we were to license the trade name and was based on expected revenues. The fair value of the dealer network was estimated using an income approach known as the cost to recreate/cost savings method. This

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method uses the replacement of the asset as an indicator of the fair value of the asset. The determination of the fair value of other assets acquired and liabilities assumed involves assessing factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the date of the acquisition.

Goodwill and Indefinite-lived Intangible Assets

We test goodwill and other indefinite-lived intangible assets (trade ~~names)~~names in certain instances) for impairment at least annually in the fourth quarter and more frequently if events or circumstances occur that would indicate a reduction in fair value. Our test of impairment begins by either performing a qualitative evaluation or a quantitative test:

•Qualitative evaluation - Performed to determine whether it is more likely than not that the carrying value of goodwill or the indefinite-lived trade name exceeds the fair value of the asset. During our qualitative assessment, we make significant estimates, assumptions, and judgments, including, but not limited to, the macroeconomic conditions, industry and market conditions, cost factors, overall financial performance of the Company and the reporting units, changes in our share price, and relevant company-specific events. If we determine that it is more likely than not that the carrying value of the goodwill or indefinite-lived trade name exceeds the fair value, ~~of goodwill,~~ we perform the quantitative test to determine the amount of the impairment.

•Quantitative test - Used to calculate the fair value of goodwill or the indefinite-lived trade name. If the carrying value of the reporting unit or indefinite-lived trade name exceeds the fair value, the impairment is calculated as the difference between the carrying value and fair value. Our goodwill fair value model uses a blend of the income (discounted future cash flow) and market (guideline public company) approaches, which includes the use of significant unobservable inputs (Level 3 inputs). Our indefinite-lived trade name fair value model uses the income (relief-from-royalty) approach, which includes the use of significant unobservable inputs (Level 3 inputs). During these valuations, we make significant estimates, assumptions, and judgments, including current and projected future levels of income based on management’s plans, business trends, market and economic conditions, and market-participant considerations.

Actual results may differ from assumed and estimated amounts. No impairments were recorded in Fiscal 2023, 2022, ~~2021,~~ and ~~2020.~~2021. For further information regarding goodwill and intangible assets, see Note 7 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.

Warranty

We provide certain service and warranty on our 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. Estimates are adjusted as needed 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. A hypothetical change of a 10% increase or decrease in our warranty liability as of August ~~27, 2022~~26, 2023 would not have a material effect on our net income.

New Accounting Pronouncements

For a summary of new applicable accounting pronouncements, see Note 1 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

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.

Interest Rate Risk

~~As of August 27, 2022, we have no interest rate swaps outstanding.~~ The ABL Credit Facility is our only floating rate debt instrument, which remains undrawn as of August ~~27, 2022.~~26, 2023.

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Item 8. Financial Statements and Supplementary Data.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

We, the management of Winnebago Industries, Inc. (the "Company") are 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 of the Company, 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 (2013) 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 its assessment, management has concluded that the Company's internal control over financial reporting was effective as of August ~~27, 2022.~~26, 2023.

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/ Michael J. Happe						/s/ Bryan L. Hughes
Michael J. Happe						Bryan L. Hughes
President, Chief Executive Officer						Senior Vice President, Chief Financial Officer

October ~~19, 2022~~18, 2023						October ~~19, 2022~~18, 2023

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Winnebago Industries, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Winnebago Industries, Inc. and subsidiaries (the "Company") as of August ~~27, 2022,~~26, 2023, and August ~~28, 2021,~~27, 2022, the related consolidated statements of ~~income and comprehensive~~ income, changes in shareholders' equity, and cash flows, for each of the three years in the period ended August ~~27, 2022,~~26, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August ~~27, 2022,~~26, 2023, and August ~~28, 2021,~~27, 2022, and the results of its operations and its cash flows for each of the three years in the period ended August ~~27, 2022,~~26, 2023, 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) (PCAOB), the Company's internal control over financial reporting as of August ~~27, 2022,~~26, 2023, based on criteria established in Internal Control — Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated October ~~19, 2022,~~18, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit ~~Matters~~Matter

The critical audit ~~matters~~matter communicated below ~~are matters~~is a matter arising from the current-period audit of the financial statements that ~~were~~was communicated or required to be communicated to the audit committee and that (1) ~~relate~~relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matters~~matter below, providing a separate ~~opinions~~opinion on the critical audit ~~matters~~matter or on the accounts or disclosures to which ~~they relate.~~it relates.

Product Warranties – Grand Design – Refer to Note 8 to the financial statements.

Critical Audit Matter Description

The Company provides certain service and warranty on its products. Estimated costs related to product warranty are accrued at month-end based upon historical warranty claims and unit sales history. Estimates are adjusted as needed to reflect actual costs incurred as information becomes available. Grand Design RV, LLC (“Grand Design”) was founded in 2013 and acquired by the Company in November 2016 and makes up the majority of the Company’s ~~$128~~$98 million product warranty accrual as of August ~~27, 2022.~~26, 2023.

We identified the product warranty accrual for Grand Design as a critical audit matter because of the significant judgments made by management to estimate costs related to product warranties at the time of sale. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s estimates of future warranty claims based on historical claims paid, specifically due to Grand Design’s significant growth since inception, introduction of new product lines, and relatively short history of warranty claims paid from which to develop product warranty ~~estimates, and their direct connection to management’s incentive plans.~~estimates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the product warranty for the Grand Design component included the following, among others:

•We evaluated the operating effectiveness of controls over management’s estimation of the product warranty accrual, including those over historical product warranty claim data and projected future product warranty claims.

•We evaluated the accuracy and relevance of the historical product warranty claims as an input to management’s product warranty accrual calculation.

•We evaluated the completeness of the warranty accrual estimate through inquiries of operational and executive management regarding knowledge of known product warranty claims or product issues and evaluated whether they were appropriately considered in the determination of the product warranty accrual.

•We evaluated management’s ability to accurately estimate the warranty accrual by comparing the product warranty accrual in prior years to the actual product warranty claims paid in subsequent years.

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•We assessed management’s methodology and tested the valuation of the product warranty accrual by developing an expectation for the accrual based on ~~the historical amounts recorded as a percentage of sales~~changes in units in warranty and warranty claims paid and compared our expectation to the amount recorded by management.

~~Business Combinations – Valuation of Barletta Boat Company, LLC – Refer to Note 2 to the financial statements.~~

~~Critical Audit Matter Description~~

On August 31, 2022, the Company completed the acquisition of 100% of Barletta Boat Company, LLC and Three Limes, LLC (collectively, “Barletta”) for consideration paid of $286.3 million. Under the acquisition method of accounting for business combinations, the purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values at the date of acquisition, including a trade name of $77 million, a dealer network of $20.4 million and contingent consideration of $24.2 million.

The fair value of the trade name was estimated using the relief-from-royalty method and required management to make significant estimates and assumptions related to future revenues and the selection of the royalty rate and discount rate. The fair value of the dealer network was estimated using the cost saving method and required management to make significant estimates and assumptions related to future cash flows and the selection of the discount rate. The fair value of the contingent consideration was valued using a probability-weighted scenario analysis of projected EBITDA and gross profit using a discount rate and required management to make significant assumptions related to the unobservable inputs and financial projections.

We identified the acquisition valuation of the indefinite-lived intangible assets and contingent consideration for Barletta as a critical audit matter because of the significant estimates and assumptions management made to the fair value of these assets and liabilities. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s valuation assumptions.

~~How the Critical Audit Matter Was Addressed in the Audit~~

~~Our audit procedures related to the acquisition valuation of the indefinite-lived intangible assets and contingent consideration for Barletta included the following, among others:~~

•We evaluated the design and operating effectiveness of controls over the valuation of the acquired intangible assets and contingent consideration, including management’s controls over forecasts of future revenues, gross profit and cash flows as well as the selection of the associated discount rates and royalty rate.

•We assessed the reasonableness of management’s forecast of future revenues, gross profit and cash flows by comparing the Company’s projections to historical results for Barletta and projected industry growth rates.

•~~With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodology and (2) the valuation assumptions used in the fair value analysis by:~~

◦~~Testing the source information underlying the determination of the discount and royalty rates.~~

◦~~Comparing the selected royalty rate to market data for comparable rates.~~

◦~~Testing the mathematical accuracy of the calculation of the discount and royalty rates.~~

◦~~Developing a range of independent estimates for the discount rates and comparing those to the discount rates selected by management.~~

◦Evaluating the reasonableness of the inputs used in the contingent consideration valuation, and other key judgments made by management as well as independently running the probability-weighted scenario analysis to calculate an independent estimate of fair value.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota

October ~~19, 2022~~18, 2023

We have served as the Company's auditor since fiscal 1986.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Winnebago Industries, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Winnebago Industries, Inc. and subsidiaries (the “Company”) as of August ~~27, 2022,~~26, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August ~~27, 2022,~~26, 2023, based on criteria established in Internal Control — Integrated Framework (2013)issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended August ~~27, 2022,~~26, 2023, of the Company and our report dated October ~~19, 2022,~~18, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

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 are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. 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.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.

/s/ Deloitte & Touche LLP

Minneapolis, Minnesota

October ~~19, 2022~~18, 2023

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Winnebago Industries, Inc.

Consolidated Statements of Income ~~and Comprehensive Income~~

(in ~~thousands,~~millions, except per share data)
For the fiscal year ended August 27, 2022 August 28, 2021 August 29, 2020
Net revenues $ 4,957,730 $ 3,629,847 $ 2,355,533
Cost of goods sold 4,028,393 2,979,484 2,042,605
Gross profit 929,337 650,363 312,928
Selling, general, and administrative expenses 316,420 228,581 177,061
Amortization 29,419 14,361 22,104
Total operating expenses 345,839 242,942 199,165
Operating income 583,498 407,421 113,763
Interest expense, net 41,313 40,365 37,461
Non-operating loss (income) 27,463 (394) (974)
Income before income taxes 514,722 367,450 77,276
Provision for income taxes 124,086 85,579 15,834
Net income $ 390,636 $ 281,871 $ 61,442
Earnings per common share:
Basic $ 12.03 $ 8.41 $ 1.85
Diluted $ 11.84 $ 8.28 $ 1.84
Weighted average common shares outstanding:
Basic 32,475 33,528 33,236
Diluted 32,985 34,056 33,454
Net income $ 390,636 $ 281,871 $ 61,442
Other comprehensive income (loss), net of tax:
Amortization of net actuarial loss (net of tax of $12, $12, and $12) 37 35 33
Interest rate swap activity (net of tax of $0, $0, and $22) — — (68)
Other comprehensive income (loss) 37 35 (35)
Comprehensive income $ 390,673 $ 281,906 $ 61,407

~~The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.~~

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~~Winnebago Industries, Inc.~~

~~Consolidated Balance Sheets~~


For the fiscal year ended	August 26, 2023		August 27, 2022		August 28, 2021
Net revenues	$	3,490.7	$	4,957.7	$	3,629.8
Cost of goods sold	2,904.6		4,028.4		2,979.4
Gross profit	586.1		929.3		650.4
Selling, general, and administrative expenses	267.7		316.4		228.6
Amortization	17.7		29.4		14.4
Total operating expenses	285.4		345.8		243.0
Operating income	300.7		583.5		407.4
Interest expense, net	20.5		41.3		40.4
Non-operating loss (income)	1.0		27.5		(0.5)
Income before income taxes	279.2		514.7		367.5
Provision for income taxes	63.3		124.1		85.6
Net income	$	215.9	$	390.6	$	281.9

Earnings per common share:
Basic	$	7.12	$	12.03	$	8.41
Diluted	$	6.23	$	11.84	$	8.28

Weighted average common shares outstanding:
Basic	30.3		32.5		33.5
Diluted	35.4		33.0		34.1

~~(in thousands, except per share data)~~

August 27, 2022 August 28, 2021
Assets
Current assets
Cash and cash equivalents $ 282,172 $ 434,563
Receivables, less allowance for doubtful accounts ($567 and $307, respectively) 254,124 253,808
Inventories, net 525,769 341,473
Prepaid expenses and other current assets 31,750 29,069
Total current assets 1,093,815 1,058,913
Property, plant, and equipment, net 276,219 191,427
Goodwill 484,176 348,058
Other intangible assets, net 472,388 390,407
Investment in life insurance 28,624 28,821
Operating lease assets 41,131 28,379
Other long-term assets 20,304 16,562
Total assets $ 2,416,657 $ 2,062,567
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable $ 217,458 $ 180,030
Income taxes payable 654 8,043
Accrued expenses:
Accrued compensation 71,646 67,541
Product warranties 127,932 91,222
Self-insurance 21,432 19,296
Promotional 21,471 10,040
Accrued interest and dividends 13,033 10,720
Other current liabilities 48,471 20,384
Total current liabilities 522,097 407,276
Non-current liabilities
Long-term debt, net 545,855 528,559
Deferred income taxes 6,108 13,429
Unrecognized tax benefits 5,744 6,483
Long-term operating lease liabilities 40,426 26,745
Deferred compensation benefits, net of current portion 8,145 9,550
Other long-term liabilities 25,275 13,582
Total liabilities 1,153,650 1,005,624
Contingent liabilities and commitments (Note 12)
Shareholders' equity
Preferred stock, par value $0.01: 10,000 shares authorized; Zero shares issued and outstanding — —
Common stock, par value $0.50: 120,000 shares authorized; 51,776 shares issued 25,888 25,888
Additional paid-in capital 256,224 218,490
Retained earnings 1,537,531 1,172,996
Accumulated other comprehensive loss (454) (491)
Treasury stock, at cost: 21,464 and 18,713 shares, respectively (556,182) (359,940)
Total shareholders' equity 1,263,007 1,056,943
Total liabilities and shareholders' equity $ 2,416,657 $ 2,062,567

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

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Winnebago Industries, Inc.

Consolidated ~~Statements of Cash Flows~~Balance Sheets

(in ~~thousands)~~millions, except per share data)
For the fiscal year ended August 27, 2022 August 28, 2021 August 29, 2020
Operating Activities
Net income $ 390,636 $ 281,871 $ 61,442
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation 24,238 18,201 15,997
Amortization 29,419 14,361 22,104
Non-cash interest expense, net 15,074 13,928 10,727
Amortization of debt issuance costs 2,477 2,465 7,379
Last in, first-out expense 8,445 3,131 (5,188)
Stock-based compensation 17,085 15,347 6,475
Deferred income taxes (6,651) (2,190) (879)
Deferred compensation expense 524 1,087 1,070
Contingent consideration fair value adjustment 29,382 — —
Other, net 1,850 (4,665) 1,335
Change in operating assets and liabilities, net of assets and liabilities acquired
Receivables, net 1,876 (33,034) (25,773)
Inventories, net (171,292) (161,663) 105,994
Prepaid expenses and other assets 1,210 (6,560) (358)
Accounts payable 27,164 51,478 37,041
Income taxes and unrecognized tax benefits (7,421) (3,721) 11,422
Accrued expenses and other liabilities 36,606 47,243 21,646
Net cash provided by operating activities 400,622 237,279 270,434
Investing activities
Purchases of property, plant, and equipment (87,969) (44,891) (32,377)
Acquisition of business, net of cash acquired (228,159) — (260,965)
Proceeds from the sale of property, plant, and equipment 178 12,452 —
Other, net 280 (570) 266
Net cash used in investing activities (315,670) (33,009) (293,076)
Financing activities
Borrowings on long-term debt 4,735,580 3,627,627 2,786,824
Repayments on long-term debt (4,735,580) (3,627,627) (2,446,824)
Purchase of convertible bond hedge — — (70,800)
Proceeds from issuance of warrants — — 42,210
Payments of cash dividends (23,782) (16,168) (14,588)
Payments for repurchases of common stock (214,275) (47,589) (1,844)
Payments of debt issuance costs (1,240) (224) (18,030)
Other, net 1,954 1,699 838
Net cash (used in) provided by financing activities (237,343) (62,282) 277,786
Net (decrease)/increase in cash and cash equivalents (152,391) 141,988 255,144
Cash and cash equivalents at beginning of period 434,563 292,575 37,431
Cash and cash equivalents at end of period $ 282,172 $ 434,563 $ 292,575


	August 26, 2023		August 27, 2022
Assets
Current assets
Cash and cash equivalents	$	309.9	$	282.2
Receivables, less allowance for doubtful accounts ($0.4 and $0.6, respectively)	178.5		254.1
Inventories, net	470.6		525.8
Prepaid expenses and other current assets	37.7		31.7
Total current assets	996.7		1,093.8
Property, plant, and equipment, net	327.3		276.2
Goodwill	514.5		484.2
Other intangible assets, net	502.0		472.4
Investment in life insurance	29.3		28.6
Operating lease assets	42.6		41.1
Other long-term assets	20.0		20.4
Total assets	$	2,432.4	$	2,416.7

Liabilities and Shareholders' Equity
Current liabilities
Accounts payable	$	146.9	$	217.5
Income taxes payable	—		0.7
Accrued expenses:
Accrued compensation	35.9		71.6
Product warranties	97.8		127.9
Self-insurance	23.3		21.4
Promotional	29.9		21.5
Accrued interest and dividends	13.7		13.0
Other current liabilities	48.5		48.5
Total current liabilities	396.0		522.1
Non-current liabilities
Long-term debt, net	592.4		545.9
Deferred income tax liabilities, net	11.7		6.1
Unrecognized tax benefits	6.1		5.7
Long-term operating lease liabilities	42.0		40.4
Deferred compensation benefits, net of current portion	7.9		8.1
Other long-term liabilities	8.2		25.4
Total liabilities	1,064.3		1,153.7
Contingent liabilities and commitments (Note 12)
Shareholders' equity
Preferred stock, par value $0.01: 10.0 shares authorized; zero shares issued and outstanding	—		—
Common stock, par value $0.50: 120.0 shares authorized; 51.8 shares issued	25.9		25.9
Additional paid-in capital	197.7		256.3
Retained earnings	1,747.8		1,537.5
Accumulated other comprehensive loss	(0.4)		(0.5)
Treasury stock, at cost: 22.0 and 21.5 shares, respectively	(602.9)		(556.2)
Total shareholders' equity	1,368.1		1,263.0
Total liabilities and shareholders' equity	$	2,432.4	$	2,416.7

~~Table of Contents~~

Supplemental Disclosures
Income taxes paid, net $ 139,652 $ 88,698 $ 3,667
Interest paid 23,779 24,119 17,253
Non-cash investing and financing activities
Issuance of common stock for acquisition of business $ 22,000 $ — $ 92,572
Issuance of common stock for settlement of earnout liability 13,168 — —
Capital expenditures in accounts payable 6,843 3,760 178
Dividends declared not yet paid 8,816 6,497 180
Increase in lease assets in exchange for lease liabilities:
Operating leases 17,236 2,626 1,179
Financing leases 2,528 1,210 5,664

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

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Winnebago Industries, Inc.

Consolidated Statements of ~~Changes in Shareholders' Equity~~Cash Flows

(in ~~thousands, except per share data)~~millions)

Common Shares
Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss)

Treasury Stock
Total Shareholders' Equity
Number Amount Number Amount
Balance, August 31, 2019 51,776 25,888 91,185 866,886 (491) (20,262) (351,256) 632,212
Stock-based compensation — — 6,446 — — — 29 6,475
Issuance of stock for employee benefit and stock-based awards, net — — (1,813) — — 174 3,013 1,200
Issuance of stock for acquisition — — 57,811 — — 2,000 34,761 92,572
Repurchase of common stock — — — — — (45) (1,844) (1,844)
Common stock dividends declared; $0.45 per share — — — (14,718) — — — (14,718)
Total comprehensive income — — — — (35) — — (35)
Equity component of convertible senior notes and offering costs, net of tax of $20,840 — — 61,335 — — — — 61,335
Convertible note hedge purchase, net of tax of $17,417 — — (53,383) — — — — (53,383)
Issuance of warrants — — 42,210 — — — — 42,210
Net income — — — 61,442 — — — 61,442
Balance, August 29, 2020 51,776 25,888 203,791 913,610 (526) (18,133) (315,297) 827,466
Stock-based compensation — — 15,323 — — 1 24 15,347
Issuance of stock for employee benefit and stock-based awards, net — — (624) — — 166 2,922 2,298
Repurchase of common stock — — — — — (747) (47,589) (47,589)
Common stock dividends declared; $0.66 per share — — — (22,485) — — — (22,485)
Total comprehensive income — — — — 35 — — 35
Net income — — — 281,871 — — — 281,871
Balance, August 28, 2021 51,776 25,888 218,490 1,172,996 (491) (18,713) (359,940) 1,056,943
Stock-based compensation — — 16,974 — — 4 111 17,085
Issuance of stock for employee benefit and stock-based awards, net — — (2,461) — — 261 5,293 2,832
Issuance of stock for acquisition — — 14,709 — — 379 7,291 22,000
Issuance of stock for settlement of earnout liability — — 7,830 — — 244 5,338 13,168
Repurchase of common stock — — — — — (3,639) (214,275) (214,275)
Common stock dividends declared; $0.81 per share — — — (26,195) — — — (26,195)
Other — — 682 94 — — — 776
Total comprehensive income — — — — 37 — — 37
Net income — — — 390,636 — — — 390,636
Balance, August 27, 2022 51,776 25,888 256,224 1,537,531 (454) (21,464) (556,182) 1,263,007


For the fiscal year ended	August 26, 2023		August 27, 2022		August 28, 2021
Operating Activities
Net income	$	215.9	$	390.6	$	281.9
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation	29.2		24.2		18.2
Amortization	17.7		29.4		14.4
Non-cash interest expense, net	—		15.1		13.9
Amortization of debt issuance costs	3.1		2.5		2.5
Last in, first-out ("LIFO") expense	0.5		8.4		3.1
Stock-based compensation	10.9		17.1		15.3
Deferred income taxes	16.3		(6.7)		(2.2)
Deferred compensation expense	0.7		0.5		1.1
Contingent consideration fair value adjustment	0.6		29.4		—
Payments of earnout liability above acquisition-date fair value	(13.3)		—		—
Other, net	0.8		1.9		(4.7)
Change in operating assets and liabilities, net of assets and liabilities acquired
Receivables, net	76.7		1.9		(33.0)
Inventories, net	63.8		(171.3)		(161.7)
Prepaid expenses and other assets	9.7		1.2		(6.6)
Accounts payable	(67.5)		27.2		51.5
Income taxes and unrecognized tax benefits	(8.9)		(7.4)		(3.7)
Accrued expenses and other liabilities	(61.7)		36.6		47.3
Net cash provided by operating activities	294.5		400.6		237.3

Investing activities
Purchases of property, plant, and equipment	(83.2)		(88.0)		(44.9)
Acquisition of business, net of cash acquired	(87.5)		(228.2)		—
Proceeds from the sale of property, plant, and equipment	0.4		0.2		12.5
Other, net	0.3		0.3		(0.6)
Net cash used in investing activities	(170.0)		(315.7)		(33.0)

Financing activities
Borrowings on long-term debt	3,718.0		4,735.6		3,627.6
Repayments on long-term debt	(3,718.0)		(4,735.6)		(3,627.6)
Payments of cash dividends	(33.2)		(23.8)		(16.2)
Payments for repurchases of common stock	(55.1)		(214.3)		(47.6)
Payments of earnout liability up to acquisition-date fair value	(8.7)		—		—
Payments of debt issuance costs	—		(1.2)		(0.2)
Other, net	0.2		2.0		1.7
Net cash used in financing activities	(96.8)		(237.3)		(62.3)

Net increase/(decrease) in cash and cash equivalents	27.7		(152.4)		142.0
Cash and cash equivalents at beginning of period	282.2		434.6		292.6
Cash and cash equivalents at end of period	$	309.9	$	282.2	$	434.6

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Supplemental Disclosures
Income taxes paid, net	$	57.8	$	139.7	$	88.7
Interest paid	24.2		23.8		24.1

Non-cash investing and financing activities
Issuance of common stock for acquisition of business	$	—	$	22.0	$	—
Issuance of common stock for settlement of earnout liability	—		13.2		—
Capital expenditures in accounts payable	3.0		6.8		3.8
Dividends declared not yet paid	10.2		8.8		6.5
Increase in lease assets in exchange for lease liabilities:
Operating leases	5.6		17.2		2.6
Financing leases	2.4		2.5		1.2

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

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Winnebago Industries, Inc.

Consolidated Statements of Changes in Shareholders' Equity

(in millions, except per share data)


	Common Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Shareholders' Equity
	Number	Amount								Number	Amount
Balances at August 29, 2020	51.8	$	25.9	$	203.8	$	913.6	$	(0.5)	(18.1)	$	(315.3)	$	827.5
Stock-based compensation	—	—		15.3		—		—		—	—		15.3
Issuance of stock for employee benefit and stock-based awards, net	—	—		(0.6)		—		—		0.2	2.9		2.3
Repurchase of common stock	—	—		—		—		—		(0.8)	(47.6)		(47.6)
Common stock dividends declared; $0.66 per share	—	—		—		(22.5)		—		—	—		(22.5)
Net income	—	—		—		281.9		—		—	—		281.9
Balances at August 28, 2021	51.8	$	25.9	$	218.5	$	1,173.0	$	(0.5)	(18.7)	$	(360.0)	$	1,056.9
Stock-based compensation	—	—		17.1		—		—		—	—		17.1
Issuance of stock for employee benefit and stock-based awards, net	—	—		(2.5)		—		—		0.2	5.4		2.9
Issuance of stock for acquisition	—	—		14.7		—		—		0.4	7.3		22.0
Issuance of stock for settlement of earnout liability	—	—		7.8		—		—		0.2	5.4		13.2
Repurchase of common stock	—	—		—		—		—		(3.6)	(214.3)		(214.3)
Common stock dividends declared; $0.81 per share	—	—		—		(26.2)		—		—	—		(26.2)
Other	—	—		0.7		0.1		—		—	—		0.8
Net income	—	—		—		390.6		—		—	—		390.6
Balances at August 27, 2022	51.8	$	25.9	$	256.3	$	1,537.5	$	(0.5)	(21.5)	$	(556.2)	$	1,263.0
Adoption of Accounting Standards Update ("ASU") 2020-06	—	—		(62.0)		29.0		—		—	—		(33.0)
Stock-based compensation	—	—		10.9		—		—		—	—		10.9
Issuance of stock for employee benefit and stock-based awards, net	—	—		(7.2)		—		—		0.4	8.4		1.2
Repurchase of common stock	—	—		(0.3)		—		—		(0.9)	(55.1)		(55.4)
Common stock dividends declared; $1.12 per share	—	—		—		(34.6)		—		—	—		(34.6)
Other comprehensive income	—	—		—		—		0.1		—	—		0.1
Net income	—	—		—		215.9		—		—	—		215.9
Balances at August 26, 2023	51.8	$	25.9	$	197.7	$	1,747.8	$	(0.4)	(22.0)	$	(602.9)	$	1,368.1

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

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Winnebago Industries, Inc.

Notes to Consolidated Financial Statements

(All amounts ~~in tables~~ are in ~~thousands,~~millions, except share and per share data, unless otherwise designated)

Note 1. Basis of Presentation

Nature of Operations

Winnebago Industries, Inc. is one of the leading North American manufacturers of recreation vehicles ("~~RV"s)~~RVs") and marine products with a diversified portfolio used primarily in leisure travel and outdoor recreational activities. We produce our motorhome RV units in Iowa and Indiana; our towable RV units in Indiana; and our marine units in Indiana and Florida. We distribute our RV and marine products primarily through independent dealers throughout the U.S. and Canada, who then retail the products to the end consumer. We also distribute our marine products internationally through independent dealers, who then retail the products to the end consumer. Other products manufactured by us consist primarily of original equipment manufacturing parts for other manufacturers and commercial vehicles.

Consolidation

The consolidated financial statements include the accounts of Winnebago Industries, Inc. and its wholly-owned subsidiaries. ~~Significant intercompany~~Intercompany account balances and transactions have been ~~eliminated.~~eliminated in consolidation. The use of the terms "Winnebago Industries," "Winnebago," "we," "our," and "us" in this Annual Report on Form 10-K, unless the context otherwise requires, refer to Winnebago Industries, Inc. and its wholly-owned subsidiaries.

Fiscal Period

We have a 5-4-4 quarterly accounting cycle with the fiscal year ending on the last Saturday in August. Fiscal 2023 refers to the fiscal year ended August 26, 2023, Fiscal 2022 refers to the fiscal year ended August 27, 2022, and Fiscal 2021 refers to the fiscal year ended August 28, ~~2021, and Fiscal 2020 refers to the fiscal year ended August 29, 2020.~~2021. The financial statements presented are all 52-week fiscal periods.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. ("GAAP") 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 years. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents represent cash, demand deposits and highly liquid investments with original maturities of three months or less that are not legally restricted. Cash equivalents are recorded at cost, which approximates fair value.

Receivables

Receivables consist principally of amounts due from our dealer network for RVs and boats sold.

We record an allowance using a model to reduce receivables by the expected credit loss and consider factors such as financial condition of the dealer, specific collection issues, current and expected economic conditions, and other factors that may impact our ability to collect. If there is a deterioration of a dealer's financial condition, if we become aware of additional information related to credit worthiness, or if future actual default rates on receivables differ from those currently anticipated, we may adjust the allowance for doubtful accounts, which would affect earnings in the period the adjustments are made.

Inventories

Generally, inventories are stated at the lower of cost or net realizable value determined under the First-in, First-out basis ("FIFO"), except for the Winnebago Motorhome operating segment which is determined using the Last-in, First-out ("LIFO") basis. Manufacturing cost includes materials, labor, and overhead. Unallocated overhead and abnormal costs are expensed as incurred.

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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 and improvements			5-30 years
Machinery and equipment			~~1-15~~5-8 years
Software			3-10 years
Transportation equipment			~~3-6~~5-6 years

Goodwill and Indefinite-Lived Intangible Assets

Goodwill

Goodwill is tested for impairment at least annually, during the fourth quarter and whenever events occur or circumstances change that would indicate the carrying value may not be recoverable. Impairment testing for goodwill is performed at a reporting unit level and all goodwill is assigned to a reporting unit. Our reporting units are the same as the operating segments as defined in Note 3.3 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.

We have the option to first assess qualitative factors to determine whether the fair value of a reporting unit is “more likely than not” less than its carrying value. If it is more likely than not that an impairment has occurred, we then perform the quantitative goodwill impairment test. We also generally perform a quantitative impairment test of our reporting units at least once every five years. If we perform the quantitative test, the carrying value of the reporting unit is compared to an estimate of the reporting unit’s fair value to identify impairment. The estimate of the reporting unit’s fair value involves significant unobservable inputs (Level 3 inputs). The fair value is determined by a blend of the income approach (discounted future cash flow) and market approach (guideline public company) using current industry information. In determining the estimated future cash flow, we consider and apply certain estimates and judgments, including current and projected future levels of income based on management plans, business trends, prospects, market and economic conditions, and market-participant considerations. If the quantitative assessment of goodwill impairment fails, an impairment loss equal to the amount that a reporting unit's carrying value exceeds its fair value will be recognized.

During the fourth quarter of Fiscal ~~2022,~~2023, we completed the annual goodwill impairment analysis. We elected to rely on a qualitative assessment for the Grand Design, ~~Newmar,~~Chris-Craft, Barletta, and ~~Barletta~~Lithionics reporting units, and performed a quantitative analysis for the ~~Chris-Craft~~Newmar reporting unit. No impairment was identified for the years ended August 26, 2023, August 27, 2022, or August 28, ~~2021, or August 29, 2020.~~2021.

Trade names

We have indefinite-lived intangible assets ~~for trade names~~ related to the Newmar trade name within the Motorhome RV segment, the Grand Design trade name within the Towable RV segment, and the Chris-Craft and Barletta trade names within the Marine segment. We also have a finite-lived trade name intangible asset related to Lithionics within Corporate / All Other. Annually in the fourth quarter, or if conditions indicate an interim review is necessary, we test indefinite-lived trade names for impairment. We have the option to first assess qualitative factors to determine whether the fair value of a trade name is “more likely than not” less than its carrying value. If it is more likely than not that an impairment has occurred, we then perform the quantitative impairment test. If we perform the quantitative test, the carrying value of the asset is compared to an estimate of its fair value to identify impairment. The fair value is determined by the relief-from-royalty method, which requires significant judgment. Actual results may differ from assumed and estimated amounts utilized in the analysis. If we conclude an impairment exists, the asset's carrying value will be written down to its fair value.

During the fourth quarter of Fiscal ~~2022,~~2023, we completed the annual impairment ~~analysis.~~analysis for indefinite-lived intangible assets. We elected to rely on a qualitative assessment for the Grand Design, ~~Newmar,~~Chris-Craft, and Barletta trade names, and performed a quantitative analysis for the ~~Chris-Craft~~Newmar trade name. No impairment was identified for the years ended August 26, 2023, August 27, 2022, or August 28, ~~2021, or August 29, 2020.~~2021.

Long-Lived Assets

Long-lived assets, which include property, plant and equipment, ~~definite-lived~~finite-lived intangible assets subject to amortization, ~~primarily the dealer network,~~ and right-of-use assets are assessed for impairment whenever events or changes in circumstances such as asset utilization, physical change, legal factors or other matters indicate the carrying value of those assets may not be recoverable from future undiscounted cash flows. The impairment test involves comparing the carrying amount of the asset to the forecasted undiscounted future cash flows generated by that asset. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. In the event the carrying amount of the asset exceeds the undiscounted future cash flows generated by that asset and the carrying amount is not considered recoverable, an impairment exists. An impairment loss is measured as the excess of the asset’s carrying amount over its fair value and is recognized in the statement of income in the period that the impairment occurs. The reasonableness of the useful lives of the asset and other long-lived assets is regularly evaluated.

Table of Contents

No impairment loss of any long-lived asset was identified for the years ended August 26, 2023, August 27, 2022, or August 28, ~~2021, or August 29, 2020.~~2021.

~~Table of Contents~~

Self-Insurance

Generally, we self-insure a portion of health insurance, product liability claims, and workers' compensation. Under these plans, liabilities are recognized for claims incurred, including those incurred but not reported. We use ~~third party~~third-party administrators and actuaries who use historical claims experience and various state statutes to assist in the determination of the accrued liability balance. We review the valuations provided by the third-party administrators and actuaries to determine the adequacy of the reserves. We have a $75.0 million insurance policy that includes a self-insured retention for product liability of $1.0 million per occurrence and $2.0 million in aggregate per policy year. Our self-insured health insurance policy includes an individual retention of $0.5 million per occurrence. We maintain excess liability insurance with outside insurance carriers to minimize the risks related to catastrophic claims in excess of self-insured positions for product liability, health insurance, and personal injury matters. Any material change in the aforementioned factors could have an adverse impact on operating results. Balances are included within self-insurance (accrued expenses) on the Consolidated Balance Sheets.

Income Taxes

In preparing these financial statements, we are required to estimate the income taxes in each of the jurisdictions in which we operate. This process involves estimating the 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 on the Consolidated Balance Sheets. We then assess the likelihood that the deferred tax assets will be realized based on future taxable income and, to the extent that recovery is not likely, a valuation allowance is established. To the extent we establish a valuation allowance or change this allowance in a period, an expense or a benefit is included within the tax provision on the Consolidated Statements of ~~Income and Comprehensive~~ Income.

Legal

Litigation expense, including estimated defense costs, is recorded when probable and reasonably estimable.

Revenue Recognition

Our primary source of revenue is generated through the sale of non-motorized towable RV units, motorhome RV units, and marine units to our independent dealer network (customers). Unit revenue is recognized at a point-in-time when the performance obligation is satisfied and control of the promised goods or services is transferred to the customer, which generally occurs when the unit is shipped to or picked-up from the manufacturing facilities by the customer. Control refers to the ability of the customer to direct the use of, and obtain substantially all of, the remaining benefits from the goods or services. We recognize revenue based on an amount that reflects the transaction price consideration that we expect to receive in exchange for those goods or services. Our transaction price consideration is fixed, unless otherwise disclosed as variable consideration. The amount of consideration received and recorded to revenue can vary with changes in marketing incentives and discounts offered to customers. These marketing incentives and discounts are considered variable consideration. We adjust the estimate of revenue at the earlier of when the most likely amount of consideration expected to be received changes or when the consideration becomes fixed. Our payment terms are typically before or on delivery, and do not include a significant financing component.

Net revenue includes shipping and handling charges billed directly to customers, and we also generate income through the sale of certain parts and services, acting as the principal in these arrangements. We have made an accounting policy election to account for any shipping and handling costs that occur after the transfer of control as a fulfillment cost that is accrued when control is transferred. We also have made an accounting policy election to exclude from revenue sales and usage-based taxes collected.

Our contracts include some incidental items that are immaterial in the context of the contract. We have made an accounting policy election to not assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer. Warranty obligations associated with the sale of a unit are assurance-type warranties that are a guarantee of the unit’s intended functionality and, therefore, do not represent a distinct performance obligation within the context of the contract. Contract costs incurred related to the sale of manufactured units are expensed at the point-in-time when the related revenue is recognized.

The revenue standard requirements are applied to a portfolio of contracts (or performance obligations) with similar characteristics for transactions where it is expected that the effects on the financial statements of applying the revenue recognition guidance to the portfolio would not differ materially from applying this guidance to the individual contracts (or performance obligations) within that portfolio.

Refer to Note 13 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for additional information.

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Advertising

Advertising costs, which consist primarily of trade shows and online content, were $21.3 million, $23.3 million, ~~$11.6 million,~~ and ~~$12.5~~$11.6 million in Fiscal 2023, 2022, ~~2021,~~ and ~~2020,~~2021, respectively. Advertising costs are included in selling, general, and administrative expenses and are expensed as incurred on the Consolidated Statements of ~~Income and Comprehensive~~ Income.

Change in Presentation

40In the first quarter of Fiscal 2023, we changed our presentation in tables from thousands to millions, unless otherwise designated. As a result, certain rounding adjustments have been made to prior period disclosed amounts in order to conform to the current year presentation. In addition, certain prior period amounts may not recalculate due to rounding. These changes were not significant, and no other updates were made to previously reported financial information.

~~Table of Contents~~

Comprehensive Income

~~CARES Act~~

Comprehensive income represents the change in stockholders’ equity from transactions and other events and circumstances from sources other than shareholders. The ~~Coronavirus Aid, Relief,~~difference between comprehensive income and ~~Economic Security ("CARES") Act~~net income was signed into law on March 27, 2020 to help alleviate the impact of the COVID-19 pandemic in the U.S. We took advantage of the employer payroll tax deferral offered by the CARES Act, which allowed us to defer the payment of employer payroll taxesnot material for the ~~period from March 27, 2020 to December 31, 2020. The deferred employer payroll tax liability was $8.1 million and $16.2 million as of~~years ended August 26, 2023, August 27, 2022, and August 28, 2021, respectively. The deferred employer payroll tax liability paid in Fiscal 2022 was $8.1 million. We also took advantage of a tax credit granted to companies under the CARES Act who continued to pay their employees when operations were fully or partially suspended. The refundable tax credit available through the end of our third quarter of Fiscal 2020 reflected in cost of goods sold on the Consolidated Statements of Income and Comprehensive Income was approximately $4.0 million. The entire amount is expected to be received by the end of calendar year 2022. As of August 27, 2022, $0.8 million remains outstanding within other current assets on the Consolidated Balance Sheets.2021.

Subsequent Events

WeIn preparing the accompanying consolidated financial statements, we have evaluated subsequent events ~~occurring between the end of the most recent fiscal year~~for potential recognition and disclosure through the date ~~the financial statements were issued.~~

~~On September 28, 2022, Hurricane Ian made landfall on the west coast~~ of ~~Florida near our marine facility in Sarasota. The facility sustained minimal damage, and we do not expect it to have a significant impact on the consolidated financial statements.~~this filing noting no material subsequent events.

Recently Adopted ~~Accounting Pronouncements~~

~~Accounting Standards Update ("ASU") Topic 740,~~ ~~Income Taxes:Simplifying the Accounting for Income Taxes~~, was adopted in the first quarter of Fiscal 2022. The new standard eliminates certain exceptions to Topic 740's general principles, improves consistent application and simplifies its application. We adopted the new guidance in the first quarter of Fiscal 2022, and there was not a material impact to our financial condition, results of operations or disclosures.

~~Recently Issued~~ Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board ("FASB") issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) which reduces the number of models used to account for convertible instruments, amends diluted earnings per share ("EPS") calculations for convertible instruments, and amends the requirements for a contract (or embedded derivative) that is potentially settled in an entity's own shares to be classified in equity. Certain disclosure requirements were also added to increase transparency and decision-usefulness regarding a convertible instrument's terms and features. Additionally, the if-converted method must be used for including convertible instruments in diluted EPS as opposed to the treasury stock method. We adopted the new guidance in the first quarter of Fiscal 2023 using the modified retrospective approach, resulting in a decrease to additional paid-in capital of $62.0 million, an increase to long-term debt of $43.8 million, a decrease in the deferred income tax liability of $10.8 million, and an increase to beginning retained earnings of $29.0 million. ~~The~~In addition, the adoption of the amended guidance ~~is expected to lower~~reduced our non-cash interest expense in Fiscal 2023 by ~~approximately $15.1~~$15.1 million (pre-tax) ~~and increase~~. We will prospectively utilize the ~~dilutive share count associated with~~if-converted method to calculate the impact of our convertible instruments on diluted EPS. Under the if-converted method, the amount of shares underlying our convertible instruments are assumed to ~~approximately 4.7 million shares.~~have been outstanding at the beginning of the reporting period, and any interest expense related to these instruments is excluded from the calculation of diluted EPS. Refer to Note 16 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for more information on the change from the treasury stock method to the if-converted method.

Recently Issued Accounting Pronouncements

We have reviewed all recently issued accounting pronouncements and concluded that such standards were either not applicable or not expected to have a significant impact on our consolidated financial statements.

Note 2. Business Combinations

Lithionics Battery, LLC

On April 28, 2023, we purchased 100% of the equity interests of Lithionics Battery, LLC and Lithionics LLC (collectively, "Lithionics"), a premier lithium-ion battery solutions provider to the recreational equipment and specialty vehicle markets. Refer to Note 7 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for more information relating to the goodwill and other intangible assets acquired. Pro forma results of operations for this acquisition have not been presented as the impact on our consolidated financial statements was not material.

Total transaction costs related to the Lithionics acquisition of $3.1 million were expensed during the third quarter of Fiscal 2023. Transaction costs are included in selling, general and administrative expenses in the accompanying Consolidated Statements of Income.

Barletta Boat Company, LLC

On August 31, 2021, we purchased 100% of the equity interests of Barletta Boat Company, LLC and Three Limes, LLC (collectively, "Barletta"), a manufacturer of high-quality, premium pontoon boats that are sold through a network of independent authorized dealers.

~~The acquisition~~

Table of ~~Barletta resulted in a newly created Marine reportable segment that includes the Barletta and Chris-Craft operating segments.~~Contents

We acquired Barletta for a purchase price of $286.3 million, including cash payments of $240.1 million, $25.0 million in common stock issued to the sellers (subject to a discount noted below), and contingent consideration from earnout provisions. The common stock fair value included in the purchase price reflects a 12% discount, due to the lack of marketability as these are unregistered shares that have a one-year lockup restriction, which reduced the value of the common stock to $22.0 million. The contingent consideration includes both a potential stock payout as well as a potential cash payment based on achievement of certain financial performance metrics over the next few years. The maximum payout under the earnout is $50.0 million in cash and $15.0 million in stock if all metrics are achieved. The fair value of the earnout as of August 31, 2021 was $24.2 million. ~~The~~As of August 26, 2023 and August 27, 2022, the fair value of the earnout ~~as of August 27, 2022~~ was $18.4 million and $39.8 million, respectively. The portion of ~~which $21.3 million is~~the earnout liability that will be settled within a year was included in other current liabilities on the Consolidated Balance Sheets, and ~~$18.5 million is~~the remaining earnout liability was included in other long-term liabilities on the Consolidated Balance Sheets. As of August 26, 2023, the entire $18.4 million was included in other current liabilities on the Consolidated Balance Sheets. Comparatively, as of August 27, 2022, $21.3 million was included in other current liabilities and $18.5 million was included in other long-term liabilities on the Consolidated Balance Sheets. In the third quarter of Fiscal 2023, we paid $22.0 million to settle earnout obligations associated with the 2022 cash consideration earnout period. In the third quarter of Fiscal 2022, we issued 0.2 million shares of common stock in connection with the settlement of the 2021 earnout period obligation.

The total purchase price was allocated to the acquired net tangible and intangible assets of Barletta, based on their preliminary fair values at the date of the acquisition. We finalized the allocation of the purchase price in the third quarter of ~~fiscal~~Fiscal 2022.

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The following table summarizes the fair values assigned to the Barletta net assets acquired as of the date of acquisition:


(in ~~thousands)~~millions)	August 31, 2021
Cash	$	~~11,903~~11.9
Other current assets	~~24,564~~24.6
Property, plant, and equipment	~~17,250~~17.3
Goodwill	~~136,118~~136.1
Other intangible assets	~~111,400~~111.4
Total assets acquired	~~301,235~~301.3
Accounts payable	~~7,181~~7.2
Product warranties	~~4,656~~4.7
Other current liabilities	~~3,146~~3.1
Total liabilities assumed	~~14,983~~15.0
Total purchase price	$	~~286,252~~286.3

Goodwill from the Barletta acquisition is recognized in our ~~newly created~~ Marine segment. ~~We expect that the full amount of goodwill will be deductible for tax purposes.~~

The other intangible assets acquired include a trade name, dealer network, and backlog. The trade name has an indefinite life, while the dealer network is being amortized on a straight line basis over 12 years. The backlog, which was being amortized over 10 months, iswas fully amortized as of August 27, 2022.

Total transaction costs related to the Barletta acquisition were $3.1 million, of which $2.4 million were expensed during the first quarter of Fiscal 2022 and $0.7 million were expensed during the fourth quarter of Fiscal 2021. Transaction costs are included in selling, general and administrative expenses in the accompanying Consolidated Statements of ~~Income and Comprehensive~~ Income.

Pro forma results of operations for this acquisition have not been presented as they were immaterial to the reported results.

~~Newmar Corporation~~

On November 8, 2019, pursuant to the terms of the Stock Purchase Agreement dated September 15, 2019 (the "Purchase Agreement"), Winnebago completed the acquisition of 100% of Newmar Corporation, Dutch Real Estate Corp., New-Way Transport, and New-Serv (collectively “Newmar”). Newmar is a leading manufacturer of Class A and Super C motorized recreation vehicles that are sold through an established network of independent authorized dealers throughout North America.

~~The following table summarizes the total consideration paid for Newmar, which was subject to purchase price adjustments of $3.3 million as stipulated in the Purchase Agreement:~~


~~(in thousands, except for share data)~~	~~November 8, 2019~~
~~Cash~~	$	~~264,434~~
~~Winnebago Industries shares: 2,000,000 at $46.29~~	~~92,572~~
~~Total~~	$	~~357,006~~

The cash portion of the purchase price of the acquisition and certain transaction expenses were funded through the private placement of convertible senior notes (as further described in Note 9) and cash on hand. The stock consideration was discounted by 7.0% due to lack of marketability because of the one-year lock-up restrictions.

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The results of Newmar's operations have been included in the Consolidated Financial Statements from the close of the acquisition within the Motorhome segment. The following table provides net revenues and operating loss from the Newmar operating segment included in the consolidated results following the November 8, 2019 closing date:


	~~2020~~
~~Net revenues~~	$	~~388,383~~
~~Operating loss~~	~~(3,642)~~

~~The following unaudited pro forma information represents our results of operations as if the Fiscal 2020 acquisition of Newmar had occurred at the beginning of Fiscal 2020:~~


	~~2020~~
~~Net revenues~~	$	~~2,508,792~~
~~Net income~~	~~72,609~~
~~Earnings per share - basic~~	$	~~2.16~~
~~Earnings per share - diluted~~	$	~~2.11~~

The unaudited pro forma data above includes the following significant non-recurring adjustments made to account for certain costs which would have changed if the acquisition of Newmar had occurred at the beginning of Fiscal 2020:


	~~2020~~
~~Amortization of intangibles (1 year or less useful life)(1)~~	$	~~13,610~~
~~Increase in amortization of intangible assets(2)~~	~~(1,061)~~
~~Expenses related to business combination (transaction costs)(3)~~	~~9,761~~
~~Interest to reflect new debt structure(4)~~	~~(4,356)~~
~~Taxes related to the adjustments to the pro forma data and to the net income of Newmar(5)~~	~~(2,968)~~

~~(1)~~ ~~Includes amortization adjustments for the backlog intangible asset and the fair-value inventory adjustment.~~

~~(2)~~ ~~Includes amortization adjustments for the dealer network and non-compete intangible assets.~~

~~(3)~~ ~~Includes transaction costs related to the Newmar acquisition that were expensed in Fiscal 2020.~~

~~(4)~~ ~~Includes adjustments for cash and non-cash interest expense as well as deferred financing costs. Refer to Note 9 for additional information on our debt structure as a result of the acquisition.~~

~~(5)~~ ~~Calculated using our U.S. federal statutory rate of 21.0%.~~

Note 3. Business Segments

We have ~~identified seven~~eight operating segments: 1) Grand Design towables, 2) Winnebago towables, 3) Winnebago motorhomes, 4) Newmar motorhomes, 5) Chris-Craft marine, 6) Barletta marine, ~~and~~ 7) Winnebago specialty ~~vehicles.~~vehicles, and 8) Lithionics. Financial performance is evaluated based on each operating segment's Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined below, which excludes certain corporate administration expenses and non-operating income and expense.

The acquisition of Barletta resulted in a newly created Marine reportable segment effective for the first quarter of Fiscal 2022. The Marine reportable segment consists of the Barletta and Chris-Craft operating segments. Prior year amounts for Chris-Craft have been reclassified from Corporate / All Other category to the Marine segment.

Our three reportable segments are: Towable RV (an aggregation of the Grand Design towables and the Winnebago towables operating segments), Motorhome RV (an aggregation of the Winnebago motorhomes and Newmar motorhomes operating segments), and Marine (an aggregation of the Chris-Craft marine and Barletta marine operating segments). Towable RV is comprised of non-motorized RV products that are generally towed by another vehicle, along with other related manufactured products and services. Motorhome RV is comprised of products that include a ~~motorized~~motorhome chassis, along with other related manufactured products and services. Marine is comprised of products that include boats, along with other related manufactured products and services.

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The Corporate / All Other category includes the Winnebago specialty vehicles and Lithionics operating segments as well as certain corporate administration expenses related to the oversight of the enterprise, such as corporate leadership and administration costs.

Identifiable assets of the reportable segments exclude general corporate assets, which principally consist of cash and cash equivalents and certain deferred tax balances. The general corporate assets are included in the Corporate / All Other category.

Our Chief Executive Officer (the Chief Operating Decision Maker ("CODM")) regularly reviews consolidated financial results in their entirety and operating segment financial information through Adjusted EBITDA and has ultimate responsibility for enterprise decisions. Our CODM is responsible for allocating resources and assessing performance of the consolidated enterprise, reportable segments and between operating segments. Management of each operating segment has responsibility for operating decisions,

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allocating resources and assessing performance within their respective operating segment. The accounting policies of all reportable segments are the same as those described in Note 1.1 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K.

We monitor and evaluate operating performance of our reportable segments based on Adjusted EBITDA. We believe disclosing Adjusted EBITDA is useful to securities analysts, investors and other interested parties when evaluating companies in our industries. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation and amortization expense, and other pretax adjustments made in order to present comparable results period over period. Examples of items excluded from Adjusted EBITDA include acquisition-related costs, litigation reserves, restructuring expenses, gain or loss on ~~sale of~~ property, plant, and equipment, contingent consideration fair value adjustment, and non-operating income or loss.

Financial information by reportable segment is as follows:


		2022		2021		2020
(in millions)								(in millions)	2023		2022		2021
Net Revenues	Net Revenues							Net Revenues
Towable		$	2,597,358	$	2,009,959	$	1,227,567
Motorhome		1,911,196		1,539,084		1,056,794
Towable RV								Towable RV	$	1,415.3	$	2,597.4	$	2,010.0
Motorhome RV								Motorhome RV	1,560.1		1,911.2		1,539.1
Marine	Marine	425,269		60,209		51,812		Marine	469.7		425.3		60.2
Corporate / All Other	Corporate / All Other	23,907		20,595		19,360		Corporate / All Other	45.6		23.8		20.5
Consolidated	Consolidated	$	4,957,730	$	3,629,847	$	2,355,533	Consolidated	$	3,490.7	$	4,957.7	$	3,629.8

Adjusted EBITDA	Adjusted EBITDA							Adjusted EBITDA
Towable		$	383,622	$	289,007	$	148,276
Motorhome		237,992		169,205		32,949
Towable RV								Towable RV	$	172.1	$	383.6	$	289.0
Motorhome RV								Motorhome RV	142.0		238.0		169.2
Marine	Marine	60,831		5,177		(348)		Marine	60.5		60.8		5.2
Corporate / All Other	Corporate / All Other	(33,517)		(27,322)		(12,802)		Corporate / All Other	(19.9)		(33.5)		(27.3)
Consolidated	Consolidated	$	648,928	$	436,067	$	168,075	Consolidated	$	354.7	$	648.9	$	436.1

Capital Expenditures	Capital Expenditures							Capital Expenditures
Towable		$	45,703	$	25,121	$	13,389
Motorhome		22,260		17,604		15,061
Towable RV								Towable RV	$	25.6	$	45.7	$	25.1
Motorhome RV								Motorhome RV	31.1		22.3		17.6
Marine	Marine	16,367		2,166		3,927		Marine	19.1		16.4		2.2
Corporate / All Other	Corporate / All Other	3,639		—		—		Corporate / All Other	7.4		3.6		—
Consolidated	Consolidated	$	87,969	$	44,891	$	32,377	Consolidated	$	83.2	$	88.0	$	44.9

August 27, 2022 August 28, 2021
Total Assets
Towable $ 874,879 $ 790,257
Motorhome 823,390 728,060
Marine 416,146 102,901
Corporate / All Other 302,242 441,349
Consolidated $ 2,416,657 $ 2,062,567


(in millions)	August 26, 2023		August 27, 2022
Total Assets
Towable RV	$	751.2	$	874.9
Motorhome RV	802.2		823.4
Marine	426.9		416.1
Corporate / All Other	452.1		302.3
Consolidated	$	2,432.4	$	2,416.7

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Reconciliation of net income to consolidated Adjusted EBITDA is as follows:
2022 2021 2020
Net income $ 390,636 $ 281,871 $ 61,442
Interest expense, net 41,313 40,365 37,461
Provision for income taxes 124,086 85,579 15,834
Depreciation 24,238 18,201 15,997
Amortization 29,419 14,361 22,104
EBITDA 609,692 440,377 152,838
Acquisition-related fair-value inventory step-up — — 4,810
Acquisition-related costs 5,222 725 9,761
Litigation reserves 6,551 — —
Restructuring expenses (1)
— 112 1,640
Gain on sale of property, plant and equipment — (4,753) —
Contingent consideration fair value adjustment 29,382 — —
Non-operating income (1,919) (394) (974)
Adjusted EBITDA $ 648,928 $ 436,067 $ 168,075

~~(1)~~ ~~Balance excludes depreciation expense classified as restructuring as the balance is already included in the EBITDA calculation.~~


(in millions)	2023		2022		2021
Net income	$	215.9	$	390.6	$	281.9
Interest expense, net	20.5		41.3		40.4
Provision for income taxes	63.3		124.1		85.6
Depreciation	29.2		24.2		18.2
Amortization	17.7		29.4		14.4
EBITDA	346.6		609.6		440.5
Acquisition-related costs	7.5		5.2		0.7
Litigation reserves	(0.4)		6.6		—
Restructuring expenses	—		—		0.1
Gain on sale of property, plant and equipment	—		—		(4.8)
Contingent consideration fair value adjustment	0.6		29.4		—
Non-operating loss (income)	0.4		(1.9)		(0.4)
Adjusted EBITDA	$	354.7	$	648.9	$	436.1

Net revenues by geography are as follows:


		2022		2021		2020
(in millions)								(in millions)	2023		2022		2021
United States	United States	$	4,618,130	$	3,410,588	$	2,225,028	United States	$	3,346.6	$	4,618.1	$	3,410.6
International	International	339,600		219,259		130,505		International	144.1		339.6		219.2
Net revenues	Net revenues	$	4,957,730	$	3,629,847	$	2,355,533	Net revenues	$	3,490.7	$	4,957.7	$	3,629.8

Note 4. ~~Derivatives,~~ Investments and Fair Value Measurements

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

In determining the fair value of financial assets and liabilities, we utilize market data or other assumptions that we believe market participants would use in pricing the asset or liability in the principal or most advantageous market and adjusts for non-performance and/or other risks associated with us as well as counterparties, as appropriate. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:

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

Level 2 — Inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 — Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

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Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis are as follows:


		Fair Value at		Fair Value Hierarchy							Fair Value at		Fair Value Hierarchy
		August 27, 2022		Level 1		Level 2		Level 3
(in millions)										(in millions)	August 26, 2023		Level 1		Level 2		Level 3
Assets that fund deferred compensation:	Assets that fund deferred compensation:									Assets that fund deferred compensation:
Domestic equity funds	Domestic equity funds	$	1,175	$	1,175	$	—	$	—	Domestic equity funds	$	1.7	$	1.7	$	—	$	—
International equity funds	International equity funds	55		55		—		—		International equity funds	0.1		0.1		—		—
Fixed income funds		181		181		—		—
Total assets at fair value	Total assets at fair value	$	1,411	$	1,411	$	—	$	—	Total assets at fair value	$	1.8	$	1.8	$	—	$	—

Contingent consideration	Contingent consideration									Contingent consideration
Earnout liability	Earnout liability	39,812		—		—		39,812		Earnout liability	18.4		—		—		18.4
Total liabilities at fair value	Total liabilities at fair value	$	39,812	$	—	$	—	$	39,812	Total liabilities at fair value	$	18.4	$	—	$	—	$	18.4


		Fair Value at		Fair Value Hierarchy							Fair Value at		Fair Value Hierarchy
		August 28, 2021		Level 1		Level 2		Level 3
(in millions)										(in millions)	August 27, 2022		Level 1		Level 2		Level 3
Assets that fund deferred compensation:	Assets that fund deferred compensation:									Assets that fund deferred compensation:
Domestic equity funds	Domestic equity funds	$	940	$	940	$	—	$	—	Domestic equity funds	$	1.2	$	1.2	$	—	$	—
International equity funds	International equity funds	41		41		—		—		International equity funds	0.1		0.1		—		—
Fixed income funds	Fixed income funds	46		46		—		—		Fixed income funds	0.1		0.1		—		—
Total assets at fair value	Total assets at fair value	$	1,027	$	1,027	$	—	$	—	Total assets at fair value	$	1.4	$	1.4	$	—	$	—

Contingent consideration										Contingent consideration
Earnout liability										Earnout liability	39.8		—		—		39.8
Total liabilities at fair value										Total liabilities at fair value	$	39.8	$	—	$	—	$	39.8

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. These securities, used to fund the Executive ~~Share Option Plan and the Executive~~ Deferred Compensation Plan, are classified as Level 1 as they are traded in an active market for which closing stock prices are readily available. Refer to Note 11 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for additional information regarding ~~these plans.~~this plan.

The proportion of the assets that will fund ~~options which expire~~the deferred compensation payments within a year are included in prepaid expenses and other current assets on the Consolidated Balance Sheets. The remaining assets are classified as non-current and are included in other long-term assets on the Consolidated Balance Sheets.

Contingent Consideration

Contingent consideration represents the earnout liability related to the Barletta acquisition and is valued using a probability-weighted scenario analysis of projected gross profit results and discounted at a risk-free rate. The contingent consideration is classified as Level 3. Actual gross profit results may differ significantly from those used in the estimate above, which may affect future payments. Changes in future payments will be reflected in future operating results as they occur.

The following table provides a reconciliation of the beginning and ending balances of the contingent consideration:


	August 27, 2022		August 28, 2021
~~Beginning fair value - contingent consideration~~	$	—	$	—
~~Additions~~	~~24,190~~		—
~~Fair value adjustments~~	~~29,382~~		—
~~Settlements~~	~~(13,168)~~		—
~~Other~~	~~(592)~~		—
~~Ending fair value - contingent consideration~~	$	~~39,812~~	$	—


	August 26, 2023		August 27, 2022
Beginning fair value - contingent consideration	$	39.8	$	—
Additions	—		24.2
Fair value adjustments	0.6		29.4
Settlements	(22.0)		(13.2)
Other	—		(0.6)
Ending fair value - contingent consideration	$	18.4	$	39.8

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The fair value of the earnout liability that will be settled within a year is included in other current liabilities on the Consolidated Balance Sheets. The remaining earnout liability is included in other long-term liabilities on the Consolidated Balance Sheets.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain financial instruments are measured at fair value on a nonrecurring basis. These assets primarily include goodwill, intangible assets, property, plant and equipment, and right-of-use lease assets. These assets were originally recognized at amounts equal to

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the fair value determined at date of acquisition or purchase. If certain triggering events occur, or if an annual impairment test is required, we will evaluate the non-financial asset for impairment. If an impairment has occurred, the asset will be written down to its current estimated fair value. No impairments were recorded for non-financial assets in Fiscal 2023, 2022, ~~2021,~~ and ~~2020.~~2021.

Assets and Liabilities Not Measured at Fair Value

Certain financial instruments are not measured at fair value but are recorded at carrying amounts approximating fair value based on their short-term nature. These financial instruments include cash and cash equivalents, receivables, accounts payable, and other ~~payables, and long-term debt.~~payables. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy.

Long-term debt is recorded at amortized cost but measured at fair value for disclosure purposes. The fair value of our long-term debt was determined using current quoted prices in active

markets for our publicly traded debt obligations, which is classified as Level 1 in the fair value hierarchy. See Note 9 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for information about the fair value of our long-term debt.

Note 5. Inventories

Inventories consist of the following:


		August 27, 2022		August 28, 2021
(in millions)						(in millions)	August 26, 2023		August 27, 2022
Finished goods	Finished goods	$	59,340	$	12,243	Finished goods	$	53.0	$	59.3
Work-in-process ("WIP")	Work-in-process ("WIP")	198,900		184,611		Work-in-process ("WIP")	159.9		198.9
Raw materials	Raw materials	314,938		183,583		Raw materials	305.6		315.0
Total	Total	573,178		380,437		Total	518.5		573.2
Less: Excess of FIFO over LIFO cost	Less: Excess of FIFO over LIFO cost	47,409		38,964		Less: Excess of FIFO over LIFO cost	47.9		47.4
Inventories, net	Inventories, net	$	525,769	$	341,473	Inventories, net	$	470.6	$	525.8

Inventory valuation methods consist of the following:


		August 27, 2022		August 28, 2021
(in millions)						(in millions)	August 26, 2023		August 27, 2022
LIFO basis	LIFO basis	$	212,245	$	139,544	LIFO basis	$	262.6	$	212.3
First-in, first-out basis		360,933		240,893
FIFO basis						FIFO basis	255.9		360.9
Total	Total	$	573,178	$	380,437	Total	$	518.5	$	573.2

The above value of inventories, before reduction for the LIFO reserve, approximates replacement cost at the respective dates.

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Note 6. Property, Plant, and Equipment

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


		August 27, 2022		August 28, 2021
(in millions)						(in millions)	August 26, 2023		August 27, 2022
Land	Land	$	14,626	$	9,111	Land	$	14.6	$	14.6
Buildings and building improvements	Buildings and building improvements	171,035		147,629		Buildings and building improvements	247.3		171.0
Machinery and equipment	Machinery and equipment	142,574		121,911		Machinery and equipment	159.3		142.6
Software	Software	43,792		36,815		Software	52.7		43.8
Transportation	Transportation	6,509		5,335		Transportation	7.2		6.5
Construction in progress	Construction in progress	76,797		31,137		Construction in progress	49.3		76.8
Property, plant, and equipment, gross	Property, plant, and equipment, gross	455,333		351,938		Property, plant, and equipment, gross	530.4		455.3
Less: Accumulated depreciation	Less: Accumulated depreciation	179,114		160,511		Less: Accumulated depreciation	203.1		179.1
Property, plant, and equipment, net	Property, plant, and equipment, net	$	276,219	$	191,427	Property, plant, and equipment, net	$	327.3	$	276.2

Depreciation expense was $29.2 million, $24.2 million, ~~$18.2 million,~~ and ~~$16.0~~$18.2 million for Fiscal 2023, 2022, ~~2021,~~ and ~~2020,~~2021, respectively.

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Note 7. Goodwill and Intangible Assets

The changes in carrying value of goodwill by reportable segment, with no accumulated impairment losses, for Fiscal 2023, 2022, ~~2021,~~ and ~~2020~~2021 are as follows:


		Towable		Motorhome		Marine		Total
Balances at August 29, 2020 (1)		$	244,684	$	73,127	$	30,247	$	348,058

(in millions)										(in millions)	Towable RV		Motorhome RV		Marine		Corporate / All Other		Total
Balances at August 28, 2021	Balances at August 28, 2021	$	244,684	$	73,127	$	30,247	$	348,058	Balances at August 28, 2021	$	244.7	$	73.1	$	30.3	$	—	$	348.1
Acquisition of Barletta(2)		—		—		136,118		136,118
Acquisition of Barletta(1)										Acquisition of Barletta(1)	—		—		136.1		—		136.1
Balances at August 27, 2022	Balances at August 27, 2022	$	244,684	$	73,127	$	166,365	$	484,176	Balances at August 27, 2022	$	244.7	$	73.1	$	166.4	—		$	484.2
Acquisition of Lithionics(2)										Acquisition of Lithionics(2)	—		—		—		30.3		30.3
Balances at August 26, 2023										Balances at August 26, 2023	$	244.7	$	73.1	$	166.4	$	30.3	$	514.5

(1) ~~There was no~~The change in marine activity ~~between~~is related to the ~~years ended~~acquisition of Barletta that occurred on August ~~29, 2020 and August 28,~~31, 2021. See Note 2 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

(2) ~~Refer~~The change in Corporate / All Other activity is related to ~~Note 2 for additional information on~~ the acquisition of ~~Barletta.~~Lithionics that occurred on April 28, 2023. See Note 2 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K.

The valuation used to test goodwill for impairment is dependent upon a number of significant estimates and assumptions, including macroeconomic conditions, growth rates, competitive activities, cost containment, margin expansion and our business plans. We believe these estimates and assumptions are reasonable. However, future changes in the judgments, assumptions and estimates that are used in our goodwill impairment analysis, including discount and tax rates or future cash flow projections, could result in significantly different estimates of the fair values.

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Other intangible assets, net of accumulated amortization, consist of the following:


		August 27, 2022							August 26, 2023
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Trade names		$	352,250			$	352,250
Dealer networks		179,981		$	60,518	119,463
(in millions)								(in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Indefinite-lived trade names								Indefinite-lived trade names	$	352.3	$	—	$	352.3
Finite-lived trade name								Finite-lived trade name	4.1		0.2		3.9
Dealer networks/customer relationships								Dealer networks/customer relationships	183.6		75.6		108.0
Backlog	Backlog	42,327		42,327		—		Backlog	43.6		42.5		1.1
Developed technology								Developed technology	38.3		1.8		36.5
Non-compete agreements	Non-compete agreements	6,647		5,972		675		Non-compete agreements	6.6		6.4		0.2
Other intangible assets	Other intangible assets	581,205		108,817		472,388		Other intangible assets	$	628.5	$	126.5	$	502.0

		August 28, 2021							August 27, 2022
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Trade names		$	275,250			$	275,250
Dealer networks		159,581		$	45,652	113,929
(in millions)								(in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Indefinite-lived trade names								Indefinite-lived trade names	$	352.3	$	—	$	352.3
Dealer networks/customer relationships								Dealer networks/customer relationships	180.0		60.5		119.5
Backlog	Backlog	28,327		28,327		—		Backlog	42.3		42.3		—
Non-compete agreements	Non-compete agreements	6,647		5,419		1,228		Non-compete agreements	6.6		6.0		0.6
Other intangible assets	Other intangible assets	469,805		79,398		390,407		Other intangible assets	$	581.2	$	108.8	$	472.4

The weighted average remaining amortization period for finite-lived intangible assets as of August ~~27, 2022~~26, 2023 was approximately ~~eight~~ seven years.

Estimated future amortization expense related to finite-lived intangible assets is as follows:


(in millions)	Amortization
Fiscal ~~2023~~2024	$	~~15,226~~
~~Fiscal 2024~~	~~15,124~~22.5
Fiscal 2025	~~14,919~~22.1
Fiscal 2026	~~14,865~~21.7
Fiscal 2027	~~14,865~~21.7
Fiscal 2028	21.4
Thereafter	~~45,139~~40.3
Total amortization expense remaining	$	~~120,138~~149.7

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Note 8. Product Warranties

We provide certain service and warranty on our products. From time to time, we also voluntarily incur costs for certain warranty-type expenses occurring after the normal warranty period expires to help protect the reputation of our products and maintain the goodwill of our customers. Estimated costs related to product warranty are accrued at the time of sale and are based upon historical warranty and service claims experience. Adjustments are made to accruals as claim data and cost experience becomes available.

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

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Changes in the product warranty liability are as follows:


		2022		2021		2020
(in millions)								(in millions)	2023		2022		2021
Balance at beginning of year	Balance at beginning of year	$	91,222	$	64,031	$	44,436	Balance at beginning of year	$	127.9	$	91.2	$	64.0
Business acquisitions(1)	Business acquisitions(1)	4,656		—		15,147		Business acquisitions(1)	1.4		4.7		—
Provision	Provision	119,286		89,951		61,898		Provision	67.1		119.2		90.0
Claims paid	Claims paid	(87,232)		(62,760)		(57,450)		Claims paid	(98.6)		(87.2)		(62.8)
Balance at end of year	Balance at end of year	$	127,932	$	91,222	$	64,031	Balance at end of year	$	97.8	$	127.9	$	91.2

(1) Refer to Note 2 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of this Annual Report on Form 10-K for ~~additional~~more information ~~regarding~~on the acquisition of Lithionics on April 28, 2023 and the acquisition of Barletta on August 31, ~~2021 and the acquisition of Newmar on November 8, 2019.~~2021.

Note 9. Long-Term Debt

On July 15, 2022, we amended and restated our ~~existing~~ asset-backed revolving credit agreement ("ABL Credit Facility") to, among other things, increase the commitments available from $192.5 million to $350.0 million, and extend the maturity date from October 22, 2024 to July 15, 2027 (subject to certain factors which may accelerate the maturity date). The $350.0 million credit facility is on a revolving basis, subject to availability under a borrowing base consisting of eligible accounts receivable and eligible inventory. The ABL Credit Facility is available for issuance of letters of credit to a specified limit of $35.0 million. We pay a commitment fee of 0.25% based on the average daily amount of the facility available, but unused during the most recent quarter. We can elect to base the interest rate on various rates plus specific spreads depending on the borrowing amount outstanding. If drawn, interest on the ABL Credit Facility borrowings is at a floating rate based upon our election, either term SOFR or REVSOFR30 (as defined in the credit agreement), plus, in each case, a credit spread adjustment of 0.10%, as well as an applicable spread between 1.25% and 1.75%, depending on the usage of the facility during the most recent quarter. Based on current usage, we would pay an applicable spread of 1.25%. In connection with the amendment, we capitalized $1.2 million of issuance costs that ~~will be~~are being amortized over the five-year term of the agreement.

On July 8, 2020, we closed our private offering (the “Senior Secured Notes Offering”) of $300.0 million aggregate principal amount of 6.25% Senior Secured Notes due 2028 (the “Senior Secured Notes”). The Senior Secured Notes were issued in accordance with an Indenture dated as of July 8, 2020 (the “Indenture”). The Senior Secured Notes will mature on July 15, 2028 unless earlier redeemed or repurchased. Interest on the Senior Secured Notes accrues starting July 8, 2020 and is payable semi-annually in arrears on January 15 and July 15 of each year, which began on January 15, 2021. The Senior Secured Notes and the related guarantees are secured by (i) a first-priority lien on substantially all of our existing and future assets (other than certain collateral under ~~our~~the ABL ~~facility)~~Credit Facility) and (ii) a second-priority lien on our present and future receivables, inventory and other related assets and proceeds that secure the ABL ~~facility~~Credit Facility on a first-priority basis.

The Indenture limits certain of our abilities (subject to certain exceptions and qualifications) to incur additional debt and provide additional guarantees; make restricted payments; create or permit certain liens; make certain asset sales; use the proceeds from the sale of assets and subsidiary stock; create or permit restrictions on the ability of our restricted subsidiaries to pay dividends or make other inter-company distributions; engage in certain transactions with affiliates; designate subsidiaries as unrestricted subsidiaries; and consolidate, merge or transfer all or substantially all of our assets and the assets of our restricted subsidiaries.

Debt issuance costs incurred and capitalized are amortized on a straight-line basis over the term of the associated debt agreement. If early principal payments are made on the Senior Secured Notes, a proportional amount of the unamortized debt issuance costs is expensed. As part of the Senior Secured Notes Offering, we capitalized $7.5 million in debt issuance costs that ~~will be~~are being amortized over the eight-year term of the agreement.

Convertible Notes

On November 1, 2019, we issued $300.0 million in aggregate principal amount of 1.5% unsecured Convertible Senior Notes due 2025 (“Convertible Notes”). The net proceeds from the issuance of the Convertible Notes, after deducting the initial purchasers'

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transaction fees and offering expense payable by us, were approximately $290.2 million. The Convertible Notes bear interest at the annual rate of 1.5%, payable on April 1 and October 1 of each year, beginning on April 1, 2020, and will mature on April 1, 2025, unless earlier converted or repurchased by us.

The Convertible Notes will be convertible into cash, shares of our common stock or a combination thereof, at our election, at an initial conversion rate of 15.6906 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $63.73 per share, as adjusted pursuant to the terms of the indenture governing the Convertible Notes. The Convertible Notes may be converted at any time on or after October 1, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date.

The conversion rate of the Convertible Notes may be adjusted in certain circumstances, including in connection with a conversion of the Convertible Notes made following certain fundamental changes and under other circumstances set forth in the indenture. As of August 26, 2023, the conversion rate was 15.9395 shares of common stock per $1,000 principal amount of Convertible Notes, which is equivalent to a conversion price of approximately $62.74. The difference between the initial conversion rate and the

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conversion rate as of August 26, 2023 is due to cash dividends that have been declared following the issuance of the Convertible Notes.

It is our current intent to settle all conversions of the Convertible Notes in cash. Our ability to cash settle may be limited depending on the stock price at the time of conversion.

Prior to the close of business on the business day immediately preceding October 1, 2024, the Convertible Notes will be convertible only under the following circumstances:

1.during any calendar quarter commencing after December 31, 2019 if the closing sale price of the common stock is more than 130% of the applicable conversion price on each applicable trading day for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

2.during the ~~five~~5 consecutive business day period after any ~~five~~5 consecutive trading day period (the "measurement period") in which the trading price per $1 thousand principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate for the Convertible Notes on each such trading day; or

3.upon the occurrence of certain specified corporate events set forth in the Convertible Notes Indenture.

We may not redeem the Convertible Notes at our option prior to the maturity date, and no sinking fund is provided for the Convertible Notes.

On October 29, 2019 and October 30, 2019, in connection with the offering of the Convertible Notes, we entered into privately negotiated Convertible Note hedge transactions (collectively, the “Hedge Transactions”) that cover, subject to customary anti-dilution adjustments, the number of shares of our common stock that initially underlie the Convertible Notes, and are expected generally to reduce the potential dilution and/or offset any cash payments we are required to make in excess of the principal amount due, as the case may be, upon conversion of the Convertible Notes in the event that the market price of our common stock is greater than the strike price of the Hedge Transactions, which was initially $63.73 per share (subject to adjustment under the terms of the Hedge Transactions), corresponding to the initial conversion price of the Convertible Notes.

On October 29, 2019 and October 30, 2019, we also entered into privately negotiated warrant transactions (collectively, the “Warrant Transactions” and, together with the Hedge Transactions, the “Call Spread Transactions”), whereby we sold warrants at a higher strike price relating to the same number of shares of our common stock that initially underlie the Convertible Notes, subject to customary anti-dilution adjustments. The initial strike price of the warrants is $96.20 per share (subject to adjustment under the terms of the Warrant Transactions), which is 100% above the last reported sale price of our common stock on October 29, 2019. The Warrant Transactions could have a dilutive effect to our shareholders to the extent that the market price per share of our common stock, as measured under the terms of the Warrant Transactions, exceeds the applicable strike price of the warrants.

We used $28.6 million of the net proceeds from the issuance of the Convertible Notes to pay the cost of the Call Spread Transactions.

The Hedge Transactions and the Warrant Transactions are separate transactions, in each case, and are not part of the terms of the Convertible Notes and will not affect any holder’s rights under the Convertible Notes. Holders of the Convertible Notes will not have any rights with respect to the Call Spread Transactions.

Accounting Treatment of the Convertible Notes and Related Hedge Transactions and Warrant Transactions

In the first quarter of Fiscal 2023, we adopted ASU 2020-06 using the modified retrospective approach. The ~~net cost incurred in connection with~~new guidance simplifies the ~~Call Spread Transactions was $11.2 million. These transactions are classified~~accounting for convertible instruments by removing certain separation models. As a result, more convertible debt instruments will be accounted for as ~~equity and are not remeasured each reporting period. We~~a single liability measured at amortized cost.

Prior to our adoption of ASU 2020-06, we bifurcated the proceeds from the offering of the Convertible Notes between liability and equity components. On the date of issuance, the liability and equity components were calculated to be approximately $215.0 million and $85.0 million, respectively. The initial $215.0 million liability component was determined based on the fair value of similar debt instruments excluding the conversion feature assuming a hypothetical interest rate of ~~8.0%~~8%. The initial $85.0 million ($64.1 million net of tax) equity component ~~represents~~represented the difference between the fair value of the initial $215.0

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million in debt and the $300.0 million of gross proceeds. The ~~related~~ initial debt discount of $85.0 million iswas being amortized over the life of the Convertible Notes as non-cash interest expense using the effective interest method.

We recognized $15.1 million and $13.9 million of non-cash interest expense during Fiscal 2022 and Fiscal 2021, respectively. In ~~connection with the above-noted transactions, we incurred approximately~~addition, offering-related costs of $9.8 million ~~of offering-related costs. These offering fees~~ were allocated to the liability and equity components in proportion to the allocation of ~~proceeds~~proceeds.

In connection with our adoption of ASU 2020-06, we derecognized the remaining unamortized interest discount on the Convertible Notes and therefore recorded no non-cash interest expense related to the amortization of the debt discount in Fiscal 2023. As a result, the Convertible Notes are now accounted for as ~~debt and equity issuance costs, respectively. We allocated $7.0 million~~a single liability measured at amortized cost. Interest expense, representing

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the amortization of the debt issuance costs toas well as the ~~liability component, which were capitalized as deferred financing costs within long-term debt, net on the Consolidated Balance Sheets. These costs are being~~contractual interest expense is amortized asusing an effective interest ~~expense~~rate of 2.1% over the term of the ~~debt using~~Convertible Notes. We recorded interest expense of $6.3 million, $19.6 million, and $18.4 million for Fiscal 2023, 2022, and 2021, respectively.

Refer to Note 16 in the ~~effective interest method. The remaining $2.8 million~~Notes to Consolidated Financial Statements included in Item 8 of ~~transaction costs allocated~~Part II of this Annual Report on Form 10-K for more information related to the earnings per share impact associated with the Convertible Notes and our adoption of ASU-2020-06.

The net cost incurred in connection with the Call Spread Transactions was $11.2 million. These transactions are classified as equity ~~component were recorded as a reduction of the equity component.~~and are not remeasured each reporting period.

Long-term debt consists of the following:


		August 27, 2022		August 28, 2021
(in millions)						(in millions)	August 26, 2023		August 27, 2022
ABL Credit Facility	ABL Credit Facility	$	—	$	—	ABL Credit Facility	$	—	$	—
Senior Secured Notes	Senior Secured Notes	300,000		300,000		Senior Secured Notes	300.0		300.0
Convertible Notes	Convertible Notes	300,000		300,000		Convertible Notes	300.0		300.0
Long-term debt, gross	Long-term debt, gross	600,000		600,000		Long-term debt, gross	600.0		600.0
Convertible Notes unamortized interest discount	Convertible Notes unamortized interest discount	(45,292)		(60,366)		Convertible Notes unamortized interest discount	—		(45.3)
Debt issuance cost, net	Debt issuance cost, net	(8,853)		(11,075)		Debt issuance cost, net	(7.6)		(8.8)
Long-term debt, net	Long-term debt, net	545,855		528,559		Long-term debt, net	$	592.4	$	545.9

Fair Value and Future Maturities

As of August ~~27, 2022~~26, 2023 and August ~~28, 2021,~~27, 2022, the fair value of long-term debt, gross, was $640.2 million and $634.2 million, ~~and $726.6~~respectively. The fair value of the Convertible Notes was $349.0 million ~~respectively.~~as of August 26, 2023. We are in compliance with all of our financial debt covenants as of August ~~27, 2022.~~26, 2023.

Aggregate contractual maturities of debt in future fiscal years are as follows:


(in millions)	Amount
Fiscal ~~2023~~2024	$	—
Fiscal ~~2024~~	—
~~Fiscal~~ 2025	~~300,000~~300.0
Fiscal 2026	—
Fiscal 2027	—
Fiscal 2028	300.0
Thereafter	~~300,000~~—
Total Long-term debt, gross	$	~~600,000~~600.0

Note 10. Leases

Our leases primarily include operating leases for equipment and real estate, including office space and manufacturing space. Financing leases are primarily for real estate and solar energy producing equipment.For any lease with an initial term in excess of 12 months, the related lease assets and liabilities are recognized on the Consolidated Balance Sheets as either operating or finance leases at the inception of an agreement when it is determined that a lease exists. We have lease agreements that contain both lease and non-lease components, and have elected to combine lease and non-lease components for all classes of assets. Leases with an initial term of 12 months or less are not recorded on the Consolidated Balance Sheets. We recognize lease expense for these leases on a straight-line basis over the lease term. When the terms of multiple lease agreements are materially consistent, we have elected the portfolio approach for our asset and liability calculations.

Lease assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. These assets and liabilities are recognized based on the present value of future payments over the lease term at commencement date. We generally use a collateralized incremental borrowing rate based on the information available at commencement date, including lease term, in determining the present value of future payments. The assumed lease terms generally do not include options to extend or terminate the lease unless it is reasonably certain that the option will be exercised.

Some of our real estate operating leases require payment of real estate taxes, common area maintenance, and insurance. In addition, some of the leases are subject to annual changes in the consumer price index. These components comprise the majority of our variable lease cost and are excluded from the present value of the lease obligations. Fixed payments may contain predetermined fixed rent escalations. For operating leases, we recognize the related rent expense on a straight-line basis from the commencement date to the end of the lease term.

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The supplemental balance sheet information related to our leases is as follows:


		Classification	August 27, 2022		August 28, 2021
(in millions)							(in millions)	Classification	August 26, 2023		August 27, 2022
Assets	Assets						Assets
Operating leases	Operating leases	Operating lease assets	$	41,131	$	28,379	Operating leases	Operating lease assets	$	42.6	$	41.1
Finance leases	Finance leases	Other long-term assets	6,672		4,971		Finance leases	Other long-term assets	8.1		6.7
Total lease assets	Total lease assets		$	47,803	$	33,350	Total lease assets		$	50.7	$	47.8

Liabilities	Liabilities						Liabilities
Current: Operating leases	Current: Operating leases	Other current liabilities	$	4,715	$	2,596	Current: Operating leases	Other current liabilities	$	5.9	$	4.7
Current: Finance leases	Current: Finance leases	Other current liabilities	974		700		Current: Finance leases	Other current liabilities	1.3		1.0
Non-Current: Operating leases	Non-Current: Operating leases	Long-term operating lease liabilities	40,426		26,745		Non-Current: Operating leases	Long-term operating lease liabilities	42.0		40.4
Non-Current: Finance leases	Non-Current: Finance leases	Other long-term liabilities	6,690		5,313		Non-Current: Finance leases	Other long-term liabilities	7.7		6.7
Total lease liabilities	Total lease liabilities		$	52,805	$	35,354	Total lease liabilities		$	56.9	$	52.8


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value per share	WGO	New York Stock Exchange


Type	Description	Winnebago product offerings	Grand Design product offerings
Travel trailer	Towed by means of a hitch attached to the frame of the vehicle	HIKE, Micro Minnie, Minnie, and Voyage	~~Transcend,~~ Imagine, Momentum, Reflection, and ~~Reflection~~Transcend
Fifth wheel	Constructed with a raised forward section that is connected to the vehicle with a special fifth wheel hitch	N/A	Momentum, Reflection, ~~Momentum,~~ and Solitude


Type	Description	Winnebago product offerings	Newmar product offerings
Class A	Built on a heavy truck chassis in both diesel and gas models with the ability to tow a small vehicle	Gas: Adventurer, Sunstar, and Vista	Gas: Bay Star and Bay Star Sport
		Diesel: Forza and Journey	Diesel: Canyon Star, Dutch Star, Essex, King Aire, Kountry Star, London Aire, Mountain Aire, New Aire, and Ventana
Class B	Built by adding a taller roof and amenities to an existing van, which allows for easy maneuvering	Gas: ~~Travato~~Solis and ~~Solis~~Travato	N/A
		Diesel: Boldt, Era, ~~Boldt,~~Revel, and ~~Revel~~Roam
Class C	Built on a medium truck chassis in both diesel and gas models with similar features and amenities to Class A models	Gas: Ekko, ~~Spirit,~~Minnie Winnie, and ~~Minnie Winnie~~Spirit	Diesel: Super Star and Supreme Aire
		Diesel: Navion, Porto, View, and ~~Navion~~
~~Accessibility Enhanced~~	~~Vehicle with a wheelchair lift to allow individuals with physical disabilities access to the motorhome~~	~~Gas: Roam AE~~	~~N/A~~
		~~Diesel: Inspire AE~~Vita


Type	Chris-Craft product offerings	Barletta product offerings
Boats	Calypso, Catalina, Launch, and Launch GT	Aria, Cabrio, Corsa, Lusso, and Reserve


~~Type~~	~~Chris-Craft product offerings~~	~~Barletta product offerings~~
~~Boats~~	~~Launch, Launch GT, Calypso, Catalina~~	~~Lusso, Corsa, Cabrio~~


PART I		5
Item 1.	Business	5
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	17
Item 2.	Properties	17
Item 3.	Legal Proceedings	1718
Item 4.	Mine Safety Disclosures	1718

PART II		1819
Item 5.	Market for the Registrant's Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities	1819
Item 6.	[Reserved]	2021
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2021
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2829
Item 8.	Financial Statements and Supplementary Data	2930
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	61
Item 9A.	Controls and Procedures	61
Item 9B.	Other Information	61
Item 9C	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	61

PART III		62
Item 10.	Directors, Executive Officers and Corporate Governance	62
Item 11.	Executive Compensation	62
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	62
Item 13.	Certain Relationships and Related Transactions , and Director Independence	62
Item 14.	Principal ~~Accounting~~Account ant Fees and Services	62

PART IV		63
Item 15.	Exhibits and Financial Statement Schedules	63
Item 16.	Form 10-K Summary	68

	SIGNATURES	69


Name	Office (Year First Elected an Officer)	Age
Michael J. Happe	President and Chief Executive Officer (2016)	5152
Ashis N. Bhattacharya	Senior Vice President, Business Development, Advanced Technology and Strategic Planning (2016)	6061
Stacy L. Bogart	Senior Vice President, General Counsel, Secretary and Corporate ~~Responsibility;~~Responsibility President, Winnebago Industries Foundation (2018)	5960
Huw S. Bower	President, Winnebago Outdoors (2020)	4849
Donald J. Clark	President, of Grand Design RV (2016)	6263
Bryan L. Hughes	Chief Financial Officer; Senior Vice President, Finance, ITInvestor Relations and ~~Strategic Planning~~Information Technology (2017)	5354
Casey J. Tubman	President, of Newmar Corporation (2022)	5051
Christopher D. West	Senior Vice President, Enterprise Operations and Barletta Boats (2016)	5051
Bret A. Woodson	Senior Vice President, Human Resources and Corporate Relations (2015)	5253


Period(1)	Total Number of Shares Purchased(2)	Average Price Paid per Share		Number of Shares Purchased as Part of Publicly Announced Plans or Programs(2)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(2)(3)
05/29/22 - 07/02/22	273,442	$	50.47	273,442	$	66,200,000
07/03/22 - 07/30/22	796,391	$	54.87	796,391	$	22,500,000
07/31/22 - 08/27/22	364,299	$	61.77	364,252	$	350,000,000
Total	1,434,132	$	55.78	1,434,085	$	350,000,000


	Base Period
Company/Index	August 26, 2017		August 25, 2018		August 31, 2019		August 29, 2020		August 28, 2021		August 27, 2022
Winnebago Industries, Inc.	$	100.00	$	108.95	$	94.76	$	174.59	$	220.19	$	186.60
S&P 500 Index	100.00		119.94		124.66		152.32		198.76		181.53
Peer Group	100.00		110.78		75.79		114.84		154.26		128.19


Supplemental Disclosures
Income taxes paid, net	$	139,652	$	88,698	$	3,667
Interest paid	23,779		24,119		17,253

Non-cash investing and financing activities
Issuance of common stock for acquisition of business	$	22,000	$	—	$	92,572
Issuance of common stock for settlement of earnout liability	13,168		—		—
Capital expenditures in accounts payable	6,843		3,760		178
Dividends declared not yet paid	8,816		6,497		180
Increase in lease assets in exchange for lease liabilities:
Operating leases	17,236		2,626		1,179
Financing leases	2,528		1,210		5,664


			Year Ended
		Classification	August 27, 2022		August 28, 2021
(in millions)							(in millions)	Classification	2023		2022		2021
Operating lease expense(1)	Operating lease expense(1)	Costs of goods sold and SG&A	$	9,550	$	5,785	Operating lease expense(1)	Costs of goods sold and SG&A	$	10.3	$	9.6	$	5.8
Finance lease cost:	Finance lease cost:						Finance lease cost:
Depreciation of lease assets	Depreciation of lease assets	Costs of goods sold and SG&A	825		609		Depreciation of lease assets	Costs of goods sold and SG&A	1.0		0.8		0.6
Interest on lease liabilities	Interest on lease liabilities	Interest expense, net	432		327		Interest on lease liabilities	Interest expense, net	0.5		0.4		0.3
Total lease cost	Total lease cost		$	10,807	$	6,721	Total lease cost		$	11.8	$	10.8	$	6.7


		Operating Leases as of August 27, 2022						Financing Leases			Operating Leases						Financing Leases
		Related Party Amount		Non-Related Party Amount		Total		Non-Related Party Amount
Fiscal 2023		$	1,500	$	5,463	$	6,963	$	1,392
(in millions)										(in millions)	Related Party Amount		Non-Related Party Amount		Total		Non-Related Party Amount
Fiscal 2024	Fiscal 2024	1,800		5,352		7,152		1,382		Fiscal 2024	$	1.8	$	6.5	$	8.3	$	1.8
Fiscal 2025	Fiscal 2025	1,800		5,065		6,865		1,404		Fiscal 2025	1.8		6.6		8.4		1.9
Fiscal 2026	Fiscal 2026	1,800		4,930		6,730		1,426		Fiscal 2026	1.8		6.3		8.1		1.9
Fiscal 2027	Fiscal 2027	1,800		4,952		6,752		1,448		Fiscal 2027	1.8		6.1		7.9		1.9
Fiscal 2028										Fiscal 2028	1.8		6.0		7.8		2.1
Thereafter	Thereafter	4,200		18,031		22,231		2,153		Thereafter	2.4		17.0		19.4		1.2
Total future undiscounted lease payments	Total future undiscounted lease payments	12,900		43,793		56,693		9,205		Total future undiscounted lease payments	11.4		48.5		59.9		10.8
Less: Interest	Less: Interest	2,568		8,984		11,552		1,541		Less: Interest	2.0		10.0		12.0		1.8
Total reported lease liabilities	Total reported lease liabilities	$	10,332	$	34,809	$	45,141	$	7,664	Total reported lease liabilities	$	9.4	$	38.5	$	47.9	$	9.0


	August 27, 2022		August 28, 2021
Cash value	$	67,201	$	66,544
Borrowings	(38,577)		(37,723)
Investment in life insurance	$	28,624	$	28,821


(in thousands, except for units)	2022		2021		2020
Inventory repurchased:
Units	4		10		107
Dollars	$	99	$	349	$	2,592
Inventory resold:
Units	9		10		118
Cash collected	$	217	$	321	$	2,540
Loss recognized	$	27	$	29	$	252
Units in ending inventory	—		5		5


		Shares(1)	Weighted Average Fair Value			Shares(1)	Weighted Average Fair Value
Outstanding at August 28, 2021		330,819	$	44.35
Outstanding at August 27, 2022					Outstanding at August 27, 2022	328,838	$	55.85
Granted	Granted	147,236	$	73.64	Granted	221,777	$	56.13
Vested	Vested	(111,832)	$	45.53	Vested	(153,806)	$	53.49
Forfeited/canceled	Forfeited/canceled	(37,385)	$	55.05	Forfeited/canceled	(14,048)	$	59.88
Outstanding at August 27, 2022		328,838	$	55.85
Outstanding at August 26, 2023					Outstanding at August 26, 2023	382,761	$	56.81


		Stock Options(1)	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value			Stock Options(1)	Weighted Average Exercise Price Per Share		Weighted Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at August 28, 2021		317,903	$	40.41
Outstanding at August 27, 2022								Outstanding at August 27, 2022	322,107	$	44.75
Granted	Granted	44,040	$	75.59				Granted	66,873	$	56.09
Exercised	Exercised	(30,113)	$	36.24				Exercised	—	$	—
Forfeited/canceled	Forfeited/canceled	(9,723)	$	60.27				Forfeited/canceled	—	$	—
Outstanding at August 27, 2022		322,107	$	44.75	6.5	$	5,886
Vested and expected to vest at August 27, 2022		322,107	$	44.75	6.5	$	5,886
Exercisable at August 27, 2022		232,549	$	37.77	5.8	$	5,454
Outstanding at August 26, 2023								Outstanding at August 26, 2023	388,980	$	46.70	6.2	$	7,077

Exercisable at August 26, 2023								Exercisable at August 26, 2023	278,339	$	41.17	5.2	$	6,417


Valuation Assumptions(1)	Valuation Assumptions(1)	2022			2021			2020			Valuation Assumptions(1)	2023			2022			2021
Expected dividend yield	Expected dividend yield	1.0		%	0.8		%	0.9		%	Expected dividend yield	1.9		%	1.0		%	0.8		%
Risk-free interest rate(2)	Risk-free interest rate(2)	1.1		%	0.3		%	1.7		%	Risk-free interest rate(2)	4.1		%	1.1		%	0.3		%
Expected life of stock options (in years)(3)	Expected life of stock options (in years)(3)	5			5			5			Expected life of stock options (in years)(3)	5			5			5
Expected stock price volatility(4)	Expected stock price volatility(4)	48.5		%	48.6		%	41.2		%	Expected stock price volatility(4)	50.8		%	48.5		%	48.6		%
Weighted average fair value of options granted	Weighted average fair value of options granted	$	30.47		$	21.65		$	17.18		Weighted average fair value of options granted	$	23.94		$	30.47		$	21.65


	August 27, 2022		August 28, 2021
Warranty reserves	$	30,690	$	22,450
Deferred compensation	2,978		5,224
Self-insurance reserve	4,884		4,336
Stock-based compensation	5,534		4,607
Leases	12,868		8,422
Other(1)	9,108		7,170
Total deferred tax assets	66,062		52,209
Convertible notes	1,993		2,608
Intangibles	39,493		39,940
Depreciation	19,036		15,161
Leases	11,648		7,929
Total deferred tax liabilities	72,170		65,638
Total deferred income tax liabilities, net	$	6,108	$	13,429


(in thousands, except per share data)		2022		2021		2020
(in millions, except per share data)								(in millions, except per share data)	2023		2022		2021
Earnings per share - basic								Earnings per share - basic
Net income	Net income	$	390,636	$	281,871	$	61,442	Net income	$	215.9	$	390.6	$	281.9
Weighted average common shares outstanding								Weighted average common shares outstanding	30.3		32.5		33.5
Basic earnings per common share(1)								Basic earnings per common share(1)	$	7.12	$	12.03	$	8.41

Earnings per share - diluted								Earnings per share - diluted
Net income								Net income	$	215.9	$	390.6	$	281.9
Interest expense on convertible notes, net of tax								Interest expense on convertible notes, net of tax	4.7		—		—
Diluted net income								Diluted net income	$	220.6	$	390.6	$	281.9

Weighted average common shares outstanding	Weighted average common shares outstanding	32,475		33,528		33,236		Weighted average common shares outstanding	30.3		32.5		33.5
Dilutive impact of stock compensation awards	Dilutive impact of stock compensation awards	510		375		218		Dilutive impact of stock compensation awards	0.3		0.5		0.4
Dilutive impact of convertible notes	Dilutive impact of convertible notes	—		153		—		Dilutive impact of convertible notes	4.8		—		0.2
Weighted average common shares outstanding, assuming dilution	Weighted average common shares outstanding, assuming dilution	32,985		34,056		33,454		Weighted average common shares outstanding, assuming dilution	35.4		33.0		34.1

Anti-dilutive securities excluded from weighted average diluted common shares outstanding	Anti-dilutive securities excluded from weighted average diluted common shares outstanding	159		49		39		Anti-dilutive securities excluded from weighted average diluted common shares outstanding	0.1		0.2		—

Basic earnings per common share		$	12.03	$	8.41	$	1.85
Diluted earnings per common share		$	11.84	$	8.28	$	1.84
Diluted earnings per common share(1)								Diluted earnings per common share(1)	$	6.23	$	11.84	$	8.28


	Defined Benefit Pension Items
	2022		2021
Balance at beginning of year	$	(491)	$	(526)
OCI before reclassifications	—		—
Amounts reclassified from AOCI	37		35
Net current-year OCI	37		35
Balance at end of year	$	(454)	$	(491)


	Location on Consolidated Statements of Income and Comprehensive Income	2022		2021		2020
Amortization of net actuarial loss	SG&A	$	37	$	35	$	33
Interest rate contract	Interest expense	—		—		432
Total reclassifications		$	37	$	35	$	465


Signature						Capacity

/s/ Michael J. Happe
Michael J. Happe						Chief Executive Officer, President (Principal Executive Officer)

/s/ Bryan L. Hughes
Bryan L. Hughes						Chief Financial Officer and Senior Vice President (Principal Financial and Accounting Officer)

/s/ Sara E. Armbruster
Sara E. Armbruster						Director

/s/ Christopher J. Braun
Christopher J. Braun						Director

/s/ Kevin E. Bryant
Kevin E. Bryant						Director

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

~~/s/~~ William C. Fisher
William C. Fisher						Director

/s/ David W. Miles
David W. Miles						Director

/s/ Richard D. Moss
Richard D. Moss						Director

/s/ John M. Murabito
John M. Murabito						Director

/s/ Jacqueline D. Woods
Jacqueline D. Woods						Director