SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended     November 29, 2003     

OR

For the transition period from _________________________________ to _______________________________

Commission file number1-6403

WINNEBAGO INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

WINNEBAGO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
IOWA		42-0802678
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
P. O. Box 152, Forest City, Iowa		50436
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (641) 585-3535

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).   Yes  xNoo.

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

oIndicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes     X      No  .

There were 16,942,12334,020,387 shares of $.50 par value common stock outstanding on December 29, 2003.April 7, 2004.

WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES

INDEX TO REPORT ON FORM 10-Q

PART I   Financial Information
Item 1.

WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS

See Unaudited Condensed Notes to Consolidated Financial Statements.

WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS

See Unaudited Condensed Notes to Consolidated Financial Statements.

WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATEDSTATEMENTS OF INCOME

On January 14, 2004, the Company’s Board of Directors declared a two-for-one stock split effected in the form of a 100% stock dividend on March 5, 2004 to shareholders of record as of February 20, 2004. All share and per share amounts have been restated to give retroactive effect to the stock split.

See Unaudited Condensed Notes to Consolidated Financial Statements.

WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OFCASH FLOWS

See Unaudited Condensed Notes to Consolidated Financial Statements.

WINNEBAGO INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED CONDENSEDNOTES TO CONSOLIDATED
FINANCIAL STATEMENTS

NOTE 1:   Basis of Presentation

NOTE 2:   Discontinued Operations

NOTE 3:   New Accounting Pronouncements

NOTE 4:   Inventories

NOTE 5:   Warranties

NOTE 6:   Contingent Liabilities and Commitments

Repurchase Commitments.

It is customary practice for companies in the recreation vehicle industry to enter into repurchase agreements with lending institutions which have provided wholesale floorplan financing to dealers.

Most dealers are financed on a “floorplan” basis under which a bank or finance company lends the dealer all, or substantially all, of the purchase price, collateralized by a security interest in the merchandise purchased. These repurchase agreements provide that, in the event of default by the dealer on the agreement to pay the lending institution, the Company will repurchase the financed merchandise. The agreements provide that the Company’s liability will not exceed 100 percent of the dealer invoice and provide for periodic liability reductions based on the time since the date of the original invoice. These repurchase obligations expire upon the earlier to occur of (i) the dealer’s sale of the financed unit or (ii) one year from the date of the original invoice. The Company’s contingent obligations under these repurchase agreements are reduced by the proceeds received upon the resale of any repurchased unit. The Company’s contingent liability on these repurchase agreements was approximately $358,361,000 and $245,701,000 at February 28, 2004 and August 30, 2003, respectively. The Company did not incur any losses under these repurchase agreements during the 26 weeks ended February 28, 2004.

Included in these contingent liabilities are certain dealer receivables subject to full recourse to the Company with Bank of America Specialty Group. Contingent liabilities under these recourse agreements were $-0- and $898,000 at February 28, 2004 and August 30, 2003, respectively. The Company’s actual losses under these recourse agreements were approximately $40,000 and $-0- during the 26 weeks ended February 28, 2004 and March 1, 2003, respectively.

The Company also entered into a repurchase agreement on February 1, 2002 with a banking institution which calls for a liability reduction of 2% of the original invoice every month for 24 months, at which time the repurchase obligation terminates. The Company’s contingent liability under this agreement was approximately $1,839,000 and $2,366,000 at February 28, 2004 and August 30, 2003, respectively. The Company did not incur any actual losses under this repurchase agreement during the 26 weeks ended February 28, 2004.

The Company records repurchase and recourse reserves based on prior experience and known current events. The combined repurchase and recourse reserve balances are approximately $319,000 and $241,000 as of February 28, 2004 and August 30, 2003, respectively.

Guarantees.

During the second quarter of fiscal 2002, the Company entered into a five year services agreement (the “Agreement”) with one of its suppliers (the “Supplier”) and the Forest City Economic Development, Inc. (the “FCED”), requiring the Supplier to provide RV paint services to the Company. Two of Winnebago’s officers have board seats on the 20 member FCED board. The FCED constructed and debt financed a paint facility on its land adjoining one of the Company’s manufacturing plants for the Supplier and the Supplier leases the land and facility from the FCED under a lease that expires in August 2012. In the event of termination of the Agreement by any of the parties involved before September 1, 2007, the rights and obligations of the Supplier’s lease would be transferred to the Company. As of February 28, 2004, the Supplier is current with its lease obligations to the FCED with approximately $3,932,000 remaining to be paid through August 2012. Also, under the terms of the Agreement, the Company would be obligated to purchase from the Supplier approximately $750,000 of equipment installed in the paint facility at net book value and is obligated to assume payment obligations for approximately $45,000 in capital equipment leases.

Also in the second quarter of fiscal 2002, the Company guaranteed $700,000 of the FCED $2,200,000 bank debt for the construction of the paint facility leased by the Supplier. The Company also pledged a $500,000 certificate of deposit to the bank to collateralize a portion of its $700,000 guarantee.

During the first quarter of fiscal 2004, the debt obligations for the FCED’s paint facility were renegotiated from $2,200,000 to $2,925,000 and as part of this transaction, the Company executed a new guaranty whereby the guarantee was reduced from $700,000 to $500,000 with the Company continuing to agree to pledge a $500,000 certificate of deposit to the bank. The term of the guarantee coincides with the payment of the first $500,000 of lease obligations of the Supplier scheduled to be paid by February of 2006. As a result of the new guarantee, the Company has recorded a $500,000 liability which will be amortized as the FCED makes its monthly debt payments funded by monthly lease payments from the Supplier.

During the second quarter of fiscal 2004, the Company entered into a five-year limited guaranty agreement (“Guarantee Agreement”) with a leasing corporation (“Landlord”) and one of its suppliers (the “Supplier”). The Landlord will construct a paint facility through debt financing on land adjoining one of the Company’s manufacturing plants for the Supplier. The Landlord and the Supplier have signed a ten-year lease agreement that is to commence when the paint facility is completed, which is currently expected to be approximately $2,200,000. The Guarantee Agreement states that the Company will guarantee interest only payments due from the Supplier during the construction phase of the paint facility (first payment due April 1, 2004) and the first 60 monthly lease payments (totaling approximately $1,559,000) once the lease commences. As of February 28, 2004, no liability has been recorded in relation to this guarantee as the Landlord did not secure financing for construction of the paint facility until March 2004.

Litigation.

Reference is made to Item 3 (Legal Proceedings) in the Company’s Annual Report on Form 10-K for the year ended August 30, 2003 for a description of certain litigation entitledSanft, et al vs. Winnebago Industries, Inc., et al, which is incorporated herein by this reference. Oral arguments on certain motions associated with this case are scheduled to be held on April 23, 2004. In the event that such motions do not dispose of the case, trial is scheduled to commence June 21, 2004. The Company continues to believe that it has meritorious defenses to the Plaintiffs’ substantive claims including the statue of limitations defense. As of February 28, 2004, the Company had accrued estimated legal fees for the defense of this case. However, no other amounts have been accrued for the case because it is not possible at this time to properly assess the risk of an adverse verdict or the magnitude of possible exposure.

Reference is made to Legal Proceedings contained in Part 2, Item 1 of this Quarterly Report on Form 10-Q for a description of other legal proceedings in which the Company is involved.

The Company is not otherwise subject to any pending or threatened litigation other than routine litigation arising in the ordinary course of our business operations, none of which is expected to have a material adverse effect on our financial condition, results of operations, or cash flows.

NOTE 7:   Supplemental Cash Flow Disclosure

NOTE 8:   Stock Split Announced and Dividend Declared

NOTE 9:   Repurchase of Related Party Stock

NOTE 10:   Income Per Share

ITEMItem 2.   MANAGEMENT’S DISCUSSIONManagement’s Discussion AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSand Analysis of Financial Condition and Results of Operations

FORWARD LOOKING INFORMATION

Certain of the matters discussed in this report are “forward lookingThis Quarterly Report on Form 10-Q contains statements which may constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995, which1995. Forward-looking statements regarding future events and the future performance of the Company involve risks and uncertainties including, but not limitedthat could cause actual results to differ materially. These risks and uncertainties include, without limitation, reactions to actual or threatened terrorist attacks, availability and price of fuel, a significant increase in interest rates, a slowdownslow down in the economy, availability of chassis, slower than anticipated sales of new or existing products, new product introductions by competitors, and other factors which may be disclosed throughout this report. Any forecasts and projections

Although management believes that the expectations reflected in this reportthe forward-looking statements are “forward lookingreasonable, we cannot guarantee future results, levels of activity, performance or achievements. Undue reliance should not be placed on these forward-looking statements,” and are based on management’s current expectations which speak only as of the Company’s near-term results, based on current information available pertaining to the Company, including the aforementioned risk factors; actual results could differ materially. The Companydate of this report. Winnebago Industries undertakes no obligation to publicly update or revise any forward lookingforward-looking statements whether as a result of new information, future events or otherwise, except as required by law or the rules of the New York Stock Exchange.

It is suggested that this management’s discussion be read in conjunction with the management’s discussion included in the Company’s Annual Report to Shareholders for the year ended August 30, 2003.

BUSINESS OVERVIEW

Winnebago Industries, Inc., headquartered in Forest City, Iowa, is the leading United States (U.S.) manufacturer of motor homes, self-contained recreation vehicles used primarily in leisure travel and outdoor recreation activities. The Company’s products are subjected to what the Company believes is the most rigorous testing in the RV industry. The Company markets its recreation vehicles on a wholesale basis to approximately 300 dealer locations as of February 28, 2004 and March 1, 2003.

For the calendar year ended December 31, 2003 and the calendar year ended December 31, 2002, the Company delivered 11,015 and 11,811 motor homes, respectively. These deliveries accounted for approximately 18.4 percent and approximately 20.5 percent share, respectively, of the total U.S. motor home wholesale market, per Recreation Vehicle Industry Association (RVIA) data.

Winnebago Industries was incorporated under the laws of the state of Iowa on February 12, 1958, and adopted its present name on February 28, 1961.

CRITICAL ACCOUNTING POLICIES

InWe consider the accounting policies used in preparing the consolidatedour financial statements we followto be critical accounting principles generally accepted in the United States of America, which in many cases requires us to make assumptions, estimates and judgments that affect the amounts reported. Many of these policies are straightforward. There are, however, some policies that are critical becausewhen they are both important in determiningto the portrayal of our financial condition and results of operations. Theseoperation and require us to make difficult, subjective, or complex judgments. Critical accounting policies normally result from the need to make estimates about the effect of matters that are described belowinherently uncertain. Management has discussed the development and involve additional management judgment due toselection of our critical accounting policies with the sensitivityaudit committee of the methods,Company’s Board of Directors. In each of the areas that were identified as critical accounting policies, our judgments, estimates, and assumptions are impacted by conditions that change over time. As a result, in the future there could be changes in our assets and estimates necessaryliabilities, increases or decreases in determining the related income statement, assetour expenses, and additional losses or liability amounts.gains that are material to our financial condition and results of operations.

RevenueRevenue..   The Company recognizes revenue in accordance with SEC Staff Accounting Bulletin (SAB) No. 101, “Revenue Recognition in Financial Statements” (SAB 101), as amended by SAB 101A and 101B. Revenue for manufacturing operations is generally recorded when all of the following conditions have been met:

Sales are generally made to dealers who finance their purchases under floor planfloorplan financing arrangements with banks or finance companies.

Repurchase CommitmentsCommitments..   Companies in the recreation vehicle industry enter into repurchase agreements with lending institutions which have provided wholesale floor planfloorplan financing to dealers. These agreements provide that, in the event of default by the dealer on the agreement to pay the lending institution, the Company will repurchase the financed merchandise. The agreements also provide that the Company’s liability will not exceed 100 percent of the dealer invoice and provide for periodic liability reductions based on the time since the date of the original invoice. These repurchase obligations generally expire upon the earlier to occur of (i) the dealer’s sale of the financed unit or (ii) one year from the date of the original invoice. The Company’s ultimate contingent obligation under these repurchase agreements is reduced by the proceeds received upon the resale of any repurchased unit. The gross repurchase obligation will vary depending on the season and the level of dealer inventories. Past losses under these agreements have not been significant and lender repurchase obligations have been funded out of working capital. The Company records an estimated expense and loss reserve in each accounting period based upon its extensive history and experience of its repurchase agreements with the lenders of the Company’s dealers.

WarrantyWarranty..   The Company offers to its customers a variety of warranties on its products ranging from one to three years in length. Estimated costs related to product warranty are accrued at the time of sale and included in cost of sales. Estimated costs are based upon past warranty claims and unit sales history and adjusted as required to reflect actual costs incurred, as information becomes available. A significant increase in dealership labor rates, the cost of parts or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such claims or additional costs materialize.

OtherOther..   The Company has reserves for other loss exposures, such as litigation, taxes, product liability, worker’s compensation, employee medical claims, inventory and accounts receivable. The Company also has loss exposure on loan guarantees. Establishing loss reserves for these matters requires the use of estimates and judgment in regards to risk exposure and ultimate liability. The Company estimates losses under the programs using consistent and appropriate methods; however, changes in assumptions could materially affect the Company’s recorded liabilities for loss.

RESULTSSELECTED CONSOLIDATED STATEMENTS OF OPERATIONSINCOME DATA

Thirteen Weeks Ended November 29, 2003Current Quarter Compared to Thirteen Weeks Ended November 30, 2002Same Quarter Last Year

The following is an analysis of changes in key items included in the consolidated statements of income for the 13-week period ended February 28, 2004 compared to the 13-week period ended March 1, 2003.

Net revenues for the 13 weeks ended November 29, 2003 were $254,933,000, an increase of $21,586,000, or 9.3February 28, 2004 increased 43.1 percent fromto $266.0 million in the 13-week period ended November 30, 2002. Motor home unit deliveries (Class A and C) during the firstsecond quarter of fiscal 2004 were 2,962 units, an increase of 37 units, or 1.3 percent, compared to the first quarter of fiscal 2003. When comparing the two quarters, the increase in revenue percentage was more than the increase in unit percentage as the Company’s average unit selling price increased due to a larger mix of diesel products and product enhancements.

Gross profit, as a percent of net revenues, was 15.5 percent$186.0 million for the 13 weeksquarter ended November 29, 2003 compared to 15.0 percent for the 13 weeks ended November 30, 2002. The Company’s higher gross profit percentage was due primarily to production volume increases and a favorable mix of delivered products during the first quarter of fiscal 2004.

Selling expenses were $4,561,000, or 1.8 percent of net revenues during the first quarter of fiscal 2004 compared to $4,687,000, or 2.0 percent of net revenues during the first quarter of fiscalMarch 1, 2003. Lower advertising costs were the primary causeUnit deliveries consisted of the reductions in dollars and percentage.following:

General and administrative expenses were $5,738,000, or 2.3 percent of net revenues during the 13 weeks ended November 29, 2003 compared to $5,104,000, or 2.2 percent of net revenues during the 13 weeks ended November 30, 2002. The increases in dollars and percentage were caused primarily by a charitable contribution and an increase in product liability costs during the first quarter of fiscal 2004.

The Company had net financial income of $303,000 for the first quarter of fiscal 2004 compared to net financial income of $275,000 for the comparable quarter of fiscal 2003. The increase in financial income when comparing the two periods was due to higher average cash balances available for investing during the first quarter of fiscal 2004 offset partially by lower interest rates during that same period.

The effective income tax rateRevenues increased to 38.743.1 percent during the 13 weeks ended November 29, 2003 from 37.9February 28, 2004, but unit deliveries increased only 33.8 percent due primarily to a mix change which included a 95.6 percent increase in Class A diesel unit deliveries. This increase in diesel deliveries as well as the overall increase in total motor home volume contributed to the increased revenues experienced by the Company during the 13thirteen weeks ended November 30, 2002. The increaseFebruary 28, 2004.

Gross profit as a percentage of net revenues was lower during the thirteen weeks ended February 28, 2004 (13.2%) when compared to the thirteen weeks ended March 1, 2003 (14.2%). Unfavorably impacting the period ended February 28, 2004 were the recording of a reserve of $1,870,000 (representing .7% of the decline) associated with the recall of 5,143 diesel motor homes in which the liquid propane tank needs to be inspected for stress cracks and new mounting brackets installed, a more competitively priced product mix and relatively higher manufacturing expense levels.

General and administrative expenses increased 106.0 percent in the effective tax rate was caused primarily by increased state taxes during the first quarter of fiscal 2004.

During fiscal 2003, the Company sold its dealer financing receivables in Winnebago Acceptance Corporation (WAC). With the sale of its WAC receivables, the Company has discontinued dealer financing operations of the WAC subsidiary. Therefore, WAC’s operations were accounted for as discontinued operations in the accompanying consolidated financial statements. Income from discontinued operations (net of taxes) for the 13 weeks ended November 30, 2002 was $400,000 or $.02 per diluted share.

For the firstsecond quarter of fiscal 2004 to $6.0 million compared to $2.9 million for the Company had net income of $18,067,000, or $1.01 per diluted sharequarter ended March 1, 2003. The increases in percentage and dollar amount during the thirteen weeks ended February 28, 2004 when compared to the firstthirteen weeks ended March 1, 2003 were due primarily to $1,450,000 of higher stock-based incentive compensation

expense and an increase of approximately $600,000 in management incentive programs in fiscal 2004 and to a reduction in product liability expenses of approximately $500,000 in fiscal 2003.

Financial income was lower when comparing the two 13-week periods primarily due to lower interest rates during the period ended February 28, 2004.

The overall effective income tax rate decreased to 36 percent for the second quarter of fiscal 2003‘s net income2004 from 39.9 percent during the second quarter of $16,278,000, or $.85 per diluted share. fiscal 2003. The decrease was primarily due to a decrease in non-deductible losses in the Winnebago Health Care Management Company.

Net income and earnings per diluted share increased by 11.029.0 percent and 18.843.8 percent, respectively when comparing the firstsecond quarter of fiscal 2004 to the firstsecond quarter of fiscal 2003. The difference in percentages when comparing net income to net earnings per share was primarily due to a lower number of outstanding shares of the Company’s common stock during the 13 weeks ended November 29, 2003 due toFebruary 28, 2004 as a result of common stock repurchases by the Company’s repurchase of shares during fiscal 2004 and 2003.Company. (See Note 109 of the Unaudited Condensed Notes to Consolidated Financial Statements)Statements.)

On January 14, 2004, the Company’s Board of Directors declared a two-for-one stock split effected in the form of a 100% stock dividend distributed on March 5, 2004 to shareholders of record as of February 20, 2004. All share and per share amounts have been restated to give retroactive effect to the stock split.

Current Year-to-Date Compared to Same Period Last Year

The following is an analysis of changes in key items included in the consolidated statements of income for the 26-week period ended February 28, 2004 compared to the 26-week period ending March 1, 2003.

Net revenues for the 26 weeks ended February 28, 2004 increased 24.2 percent to $521.0 million compared to $419.3 million for the 26 weeks ended March 1, 2003. Unit deliveries consisted of the following:

The 61.1 percent increase in Class A diesel unit deliveries as well as the overall increase in total motor home volume contributed to the increased revenues experienced by the Company during the twenty-six weeks ended February 28, 2004.

Gross profit as a percentage of net revenues was lower during the twenty-six weeks ended February 28, 2004 (14.3%) when compared to the twenty-six weeks ended March 1, 2003 (14.6%). Unfavorably impacting the period ended February 28, 2004 were the recording of a reserve of $1,870,000 (representing almost .4% of the decline) associated with the recall of 5,143 diesel motor homes in which the liquid propane tank needs to be inspected for stress cracks and new mounting brackets installed, a more competitively priced product mix and relatively higher manufacturing expense levels.

General and administrative expenses increased 46.6 percent during the first half of fiscal 2004 to $11.8 million compared to $8.0 million from the first half of fiscal 2003. The increases in percentage and dollar amount during the twenty-six weeks ended February 28, 2004 when compared to the twenty-six weeks ended March 1, 2003 were due primarily to $950,000 of higher stock-based incentive compensation expense and increases of approximately $800,000 in management incentive programs in fiscal 2004 and to a reduction in product liability expenses of approximately $550,000 in the first half of fiscal 2003.

The overall effective income tax rate decreased to 37.5 percent for the first half of fiscal 2004 from 38.8 percent during the first half of fiscal 2003. The decrease was primarily due to a decrease in non-deductible losses in the Winnebago Health Care Management Company. Net income and earnings per diluted share increased by 18.7 percent and 28.0 percent, respectively when comparing the first half of fiscal 2004 to the first half of fiscal 2003. The difference in percentages was primarily due to a lower number of outstanding shares of the Company’s common stock during the 26 weeks ended February 28, 2004 as a result of common stock repurchases by the Company. (See Note 9 of the Unaudited Condensed Notes to Consolidated Financial Statements.)

On January 14, 2004, the Company’s Board of Directors declared a two-for-one stock split effected in the form of a 100% stock dividend distributed on March 5, 2004 to shareholders of record as of February 20, 2004. All share and per share amounts have been restated to give retroactive effect to the stock split.

LIQUIDITY AND FINANCIAL CONDITION

The Company generally meets its working capital, capital equipment and other cash requirements with funds generated from operations. The Company’s capital equipment requirements for the 26-week periods ended February 28, 2004 and March 1, 2003 were $5.0 million and $17.6 million, respectively.

At November 29, 2003,During the six months ended February 28, 2004, the Company’s working capital was $123,565,000, adecreased by $24,626,000. The primary causes of the decrease of $41,326,000 fromwere the amount at August 30, 2003. The Company’s principal uses of cash during the 13 weeks ended November 29, 2003 were $63,979,000 for the HCP purchaserepurchase of shares of the Company’s Common Stock (See Note 9), $2,047,000 for the purchasecommon stock, purchases of property and equipment and $1,823,000 for the payment of cash dividends. dividends partially offset by cash generated by the Company’s operations.

Net cash provided by operating activities for the 26 weeks ended February 28, 2004 was $25,687,000, which was relatively consistent with the $30,841,000 provided by operating activities for the twenty-six weeks ended March 1, 2003. During the 26-week period ended February 28, 2004, operating activities were effected by the following:

The primary uses of cash for investing activities were for capital equipment requirements. Property and equipment purchases decreased $12,592,000 from last year due to the completion of the production assembly facility in Charles City, Iowa in the first half of 2003.

Repurchases of the Company’s common stock from HCP for $63,979,000 and payments of $3,517,000 in quarterly dividends, were the primary uses of cash in financing activities for the period ended February 28, 2004. Company common stock repurchases of $10,521,000 and the $1,887,000 payment of semiannual dividends were the primary uses of cash in financing activities for the period ended March 1, 2003.

More complete disclosure of the Company’s sources and uses of cash during the 1326 weeks, ended November 29, 2003February 28, 2004, are set forth in the unaudited consolidated condensed statement of cash flows for that period.

On February 28, 2004 the Company’s cash and cash equivalents balance was $56,716,000. Estimated demands at November 29, 2003February 28, 2004 on the company’sCompany’s liquid assets for the remainder of fiscal 2004 include capital expenditures of approximately $7,800,000$5,300,000, primarily for production equipment, and approximately $5,082,000$3,500,000 for the payment of cash dividends. On March 19, 2003, the Board of Directors authorized the purchaserepurchase of outstanding shares of the Company’s common stock, depending on market conditions, for an aggregate purchase price of up to $20 million. As of November 29, 2003 (disregardingFebruary 28, 2004 (not including the repurchase from HCP purchase,which was authorized separately, See Note 9), 345,899691,798 shares had been repurchased under this authorization for an aggregate consideration of approximately $9,700,000.

Management currently expects its cash on hand As of February 28, 2004, there was no contracted obligation between the Company and funds from operationsHCP to be sufficient to cover both short-term and long-term operating requirements.repurchase additional shares of the Company’s common stock.

COMPANY OUTLOOK

DemographicsThe Company’s long-term growth demographics are in its favor of the Company as its target market of consumers age 50 and older is expected to increase for the next 30 years. In addition to growth toin the target market due to the aging of the baby boom generation, a study conducted by the University of Michigan for the RV industry shows that the age of people interested in purchasing RVs is also expanding to include younger buyers under 35 years of age as well as older buyers over age 75 who are staying healthy and active much later in life. This study also shows an increased interest in owning RVs by a larger percentage of all U.S. households.

Unaudited orderOrder backlog for the CompanyCompany’s motor homes is as follows:

The Company includes in its backlog all accepted purchase orders from dealers shippable within the next six months. Orders in backlog can be canceled or postponed at the option of the purchaser at any time without penalty and, therefore, backlog may not necessarily be an accurate measure of future sales.

Item 3.   Quantitative And QualitativeQUANTITATIVE Disclosures About Market RiskAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of November 29, 2003,February 28, 2004, the Company had an investment portfolio of short-term investments, which are classified as cash and cash equivalents of $56,889,000,$56,716,000, of which $54,719,000$50,899,000 are fixed income investments that are subject to interest rate risk and a decline in value if market interest rates increase. However, the Company has the ability to hold its fixed income investments until maturity (which approximates 45 days) and, therefore, the Company would not expect to recognize an adverse impact in income or cash flows in such an event.

Item 4.   Controls and ProceduresCONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation was carried out under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, on the effectiveness of ourThe Company has established disclosure controls and procedures, as required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedureswhich are to the best of their knowledge, effectivedesigned to ensure that information required to be disclosed by the Company in reports that it filesfiled or submitssubmitted under the Securities Exchange Act isof 1934 are recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange CommissionCommission’s rules and forms. Subsequent to

Our Chief Executive Officer and our Chief Financial Officer evaluated the dateeffectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-Q. Based on their evaluation, they concluded that our disclosure controls and procedures were effective in achieving the objectives for which they were designed.

Furthermore, there werehave been no significant changes in the Company’sour internal controls or in other factors that could significantly affect internal controlscontrol over financial reporting including any corrective actions with regardduring the fiscal quarter covered by this Form 10-Q that have materially affected, or are reasonably likely to significant deficiencies and material weaknesses.materially effect, our internal control over financial reporting.

INDEPENDENTACCOUNTANTS’ REPORTREPORT

To the Board of Directors of
Winnebago Industries, Inc.
Forest City, Iowa

We have reviewed the accompanying condensed consolidated balance sheetsheets of Winnebago Industries, Inc. and subsidiaries (the Company) as of November 29, 2003,February 28, 2004, and the related consolidated statements of income for the 13-week and 26-week periods and the condensed consolidated statements of income and cash flows for the 13-week period26-week periods ended November 29,February 28, 2004 and March 1, 2003, and the 13-week period ended November 30, 2002, respectively. These financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and of making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America (generally accepted auditing standards), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with generally accepted auditing standards, the consolidated balance sheet of the Company as of August 30, 2003, and the related consolidated statements of income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated November 21, 2003, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of August 30, 2003 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

/s/   Deloitte & Touche LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
December 30, 2003April 8, 2004

PART II   Other Information

*There were no broker nonvotes.

(  )   Represents year of Annual Meeting that individual’s term will expire.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Exhibit Index

17