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What changed in WINNEBAGO INDUSTRIES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of WINNEBAGO INDUSTRIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+133 added−149 removedSource: 10-K (2025-10-22) vs 10-K (2024-10-23)

Top changes in WINNEBAGO INDUSTRIES INC's 2025 10-K

133 paragraphs added · 149 removed · 109 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

42 edited+9 added−13 removed34 unchanged
Biggest changeBogart Senior Vice President, General Counsel, Secretary and Corporate Responsibility President, Winnebago Industries Foundation (2018) 61 Donald J. Clark President, Grand Design RV (2016) 64 Bryan L. Hughes Chief Financial Officer; Senior Vice President, Finance, Investor Relations and Information Technology (2017) 55 Casey J. Tubman President, Newmar Corporation (2022) 52 Christopher D. West President, Winnebago Outdoors (2016) 52 Bret A.
Biggest changeBogart Senior Vice President – Chief Legal Officer, Corporate Secretary and Corporate Responsibility (2018) 62 Donald J. Clark Group President – Towable RV Segment; President – Grand Design RV (2016) 65 Bryan L. Hughes Senior Vice President – Chief Financial Officer, Investor Relations, Information Technology and Business Development (2017) 56 Casey J.
West served as Director of Manufacturing for 10 Table of Contents AGCO Corporation, an agricultural equipment manufacturer, from 2008 to 2012 and as Director of Operations and in other management positions for the Nordam Group, a manufacturer of aircraft interiors, from 1999 to 2009. Mr.
West served as Director of Manufacturing for AGCO Corporation, an agricultural equipment manufacturer, from 2008 to 2012 and as Director of Operations and in other management positions for the Nordam Group, a manufacturer of aircraft interiors, from 1999 to 2009. 10 Table of Contents Mr.
Happe joined Winnebago Industries in January 2016 as President and Chief Executive Officer. Prior to joining Winnebago Industries, he had been employed by The Toro Company, a provider of outdoor maintenance and beautification products, from 1997 to 2016. He served as Executive Officer and Group Vice President of Toro's Residential and Contractor businesses from March 2012 to December 2015.
Mr. Happe joined Winnebago Industries in January 2016 as President and Chief Executive Officer. Prior to joining Winnebago Industries, he had been employed by The Toro Company, a provider of outdoor maintenance and beautification products, from 1997 to 2016. He served as Executive Officer and Group Vice President of Toro's Residential and Contractor businesses from March 2012 to December 2015.
Our motorhome RVs range in length from approximately 18 to 45 feet. Motorhome RV parts and service activities represent revenues generated by service work we perform for retail customers at our Forest City, Iowa and Nappanee, Indiana facilities as well as revenues from the sale of unit parts.
Our motorhome RVs range in length from approximately 18 to 45 feet. Motorhome RV parts and service activities represent revenues generated by service work we perform for retail customers at our Forest City, Iowa, Nappanee, Indiana, and Elkhart, IN facilities as well as revenues from the sale of unit parts.
Registrations of trademarks can also generally be renewed indefinitely for as long as the trademarks are in use. We continue our focus on developing and marketing innovative, proprietary products, many of which use proprietary expertise, trade secrets, and know-how.
Registrations of trademarks can also generally be renewed indefinitely for as long as the trademarks are in use. We continue our focus on developing, assembling, and marketing innovative, proprietary products, many of which use proprietary expertise, trade secrets, and know-how.
Type Chris-Craft product offerings Barletta product offerings Boats Calypso, Catalina, Launch, Launch GT, and Sportster Aria, Cabrio, Corsa, Lusso, Reserve, and Reserve Leggera Our boats are sold by dealers in the retail market with manufacturer's suggested retail prices ranging from approximately $47,000 to $768,000, which can vary depending on size and model, plus optional equipment and delivery charges.
Type Chris-Craft product offerings Barletta product offerings Boats Calypso, Catalina, Launch, Launch GT, and Sportster Aria, Cabrio, Corsa, Lusso, Reserve, and Reserve Leggera Our boats are sold by dealers in the retail market with manufacturer's suggested retail prices ranging from approximately $47,000 to $783,000, which can vary depending on size and model, plus optional equipment and delivery charges.
Woodson was Vice President of Human Resources at Corbion N.V., a food and biochemicals company, from 2007 to 2014 and Director, Human Resources at Sara Lee Corporation from 1999 to 2007. Mr. Woodson has over 25 years of business and human resources experience.
Woodson was Vice President of Human Resources at Corbion N.V., a food and biochemicals company, from 2007 to 2014 and Director, Human Resources at Sara Lee Corporation from 1999 to 2007. Mr. Woodson has over 30 years of business and human resources experience.
We believe our relations with our employees are good. Commitment to Inclusion and Belonging We believe in the value of building a company and community where every person feels welcome, is treated fairly, and has an equal opportunity to succeed while bringing their authentic self to work.
We believe our relations with our employees are good. 8 Table of Contents Commitment to Inclusion and Belonging We believe in the value of building a company and community where every person feels welcome, is treated fairly, and has an equal opportunity to succeed while bringing their authentic self to work.
The following are key human capital measures and objectives that we currently focus on: Employee Experience – Leadership and Culture Development We believe our future success depends on our people. Attracting, engaging, retaining and developing diverse talent is a key priority. We strive to grow and develop all of our teams and bolster our talent pipeline.
The following are key human capital measures and objectives that we currently focus on: Investment in Talent Development & Employee Experience We believe our future success depends on our people. Attracting, engaging, retaining and developing talent is a key priority. We strive to grow and develop all of our teams and bolster our talent pipeline.
We strive to continually improve our employee experience, develop and grow our teams, and create a culture of inclusion and belonging. As of August 31, 2024, we employed approximately 5,700 persons, of which approximately 20% and 80% were salaried and hourly employees, respectively. None of our employees are covered under a collective bargaining agreement.
We strive to continually improve our employee experience, develop and grow our teams, and create a culture of inclusion and belonging. As of August 30, 2025, we employed approximately 5,300 persons, of which approximately 20% and 80% were salaried and hourly employees, respectively. None of our employees are covered under a collective bargaining agreement.
The RVIA classifies motorhome RVs into three types, all of which we manufacture and sell under the Winnebago and Newmar brand names, which are defined as follows: 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 Adventurer, Forza, Journey, Sunstar, and Vista Bay Star, Canyon Star, Dutch Star, Essex, King Aire, Kountry Star, London Aire, Mountain Aire, New Aire, Northern Star, and Ventana Class B Built by adding a taller roof and amenities to an existing van in both diesel and gas models, which allows for easy maneuvering Revel, Roam, Solis, Travato, and Winnebago + Adventure Wagon N/A Class C Built on a medium truck chassis in both diesel and gas models with similar features and amenities to Class A models EKKO, Minnie Winnie, Navion, Porto, Spirit, View, and Vita Super Star and Supreme Aire Our Class A, Class B, and Class C motorhome RVs are sold by dealers in the retail market with manufacturer's suggested retail prices ranging from approximately $143,000 to $1,847,000, which can vary depending on size and model, plus optional equipment and delivery charges.
The RVIA classifies motorhome RVs into three types, all of which we manufacture and sell under the Winnebago, Newmar, and Grand Design brand names, which are defined as follows: Type Description Winnebago product offerings Newmar product offerings Grand Design product offerings Class A Built on a heavy truck chassis in both diesel and gas models with the ability to tow a small vehicle Adventurer, Forza, Sunstar, and Vista Bay Star, Canyon Star, Dutch Star, Essex, King Aire, London Aire, Mountain Aire, New Aire, Northern Star, and Ventana N/A Class B Built by adding a taller roof and amenities to an existing van in both diesel and gas models, which allows for easy maneuvering Revel, Solis, and Travato N/A Lineage Series VT Class C Built on a medium truck chassis in both diesel and gas models with similar features and amenities to Class A models EKKO, Minnie Winnie, Navion, Spirit, and View Freedom Aire, Grand Star, Super Star, Supreme Aire, and Summit Aire Lineage Series F Lineage Series M Our Class A, Class B, and Class C motorhome RVs are sold by dealers in the retail market with manufacturer's suggested retail prices ranging from approximately $143,000 to $1,717,000, which can vary depending on size and model, plus optional equipment and delivery charges.
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. All references to Fiscal 2024 refer to the 53-week period ended August 31, 2024.
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. All references to Fiscal 2025 refer to the 52-week period ended August 30, 2025.
Fiscal 2023 refers to the 52-week period ended August 26, 2023 and Fiscal 2022 refers to the 52-week period ended August 27, 2022. Available Information Our internet website, located at www.winnebagoind.com, provides additional information about us.
Fiscal 2024 refers to the 53-week period ended August 31, 2024 and Fiscal 2023 refers to the 52-week period ended August 26, 2023. Available Information Our internet website, located at www.winnebagoind.com, provides additional information about us.
Woodson Senior Vice President, Human Resources and Corporate Relations (2015) 54 Officers are elected annually by the Board of Directors and hold office until their successors are chosen and qualify or until their death or resignation. There are no family relationships between or among any of the Executive Officers or Directors of the Company. Mr.
Woodson Senior Vice President – Chief Human Resources Officer, Chief of Staff and Corporate Administration (2015) 55 Officers are elected annually by the Board of Directors and hold office until their successors are chosen and qualify or until their death or resignation. There are no family relationships between or among any of the Executive Officers or Directors of the Company.
We manufacture and sell conventional travel trailers and fifth wheels under the Winnebago and Grand Design brand names, which are defined as follows: Type Description Winnebago product offerings Grand Design product offerings Travel trailer Towed by means of a hitch attached to the frame of the vehicle Access, HIKE, Micro Minnie, Minnie, M-Series, and Voyage Imagine, Momentum, Reflection, Serenova, and Transcend Fifth wheel Constructed with a raised forward section that is connected to the vehicle with a special fifth wheel hitch N/A Influence, Momentum, Reflection, and Solitude Our travel trailer and fifth wheel towable RVs are sold by dealers in the retail market with manufacturer's suggested retail prices ranging from approximately $20,000 to $154,000, which can vary depending on size and model, plus optional equipment and delivery charges. 5 Table of Contents Motorhome RV A motorhome RV is a self-propelled mobile dwelling used primarily as temporary living quarters during vacation and camping trips, or to support active and mobile lifestyles.
We manufacture and sell conventional travel trailers and fifth wheels under the Winnebago and Grand Design brand names, which are defined as follows: Type Description Winnebago product offerings Grand Design product offerings Travel trailer Towed by means of a hitch attached to the frame of the vehicle Access, HIKE, Micro Minnie, Minnie, M-Series, Voyage, and Thrive Imagine, Momentum, Reflection, Serenova, and Transcend Fifth wheel Constructed with a raised forward section that is connected to the vehicle with a special fifth wheel hitch N/A Influence, Momentum, Reflection, and Solitude Our travel trailer and fifth wheel towable RVs are sold by dealers in the retail market with manufacturer's suggested retail prices ranging from approximately $20,000 to $163,000, which can vary depending on size and model, plus optional equipment and delivery charges.
As of August 31, 2024, our RV and marine dealer network in the U.S. and Canada included over 750 physical dealer locations, many of which carry more than one of our brands. None of our dealer organizations accounted for more than 10% of our net revenues during each of the past three fiscal years.
Foreign sales accounted for less than 10% of net revenues during each of the past three fiscal years. As of August 30, 2025, our RV and marine dealer network in the U.S. and Canada included over 760 physical dealer locations, many of which carry more than one of our brands.
From August 2010 to March 2012, he served as Toro's Vice President, Residential and Landscape Contractor Businesses. Prior to that, he held a series of senior leadership positions throughout his career across a variety of Toro's domestic and international divisions. Mr. Bhattacharya joined Winnebago Industries in June 2016 as Vice President, Strategic Planning and Development.
From August 2010 to March 2012, he served as Toro's Vice President, Residential and Landscape Contractor Businesses. Prior to that, he held a series of senior leadership positions throughout his career across a variety of Toro's domestic and international divisions. Ms.
We continue to invest in workplace safety initiatives and our commitment to safety never stops. 9 Table of Contents Information about our Executive Officers Name Office (Year First Elected an Officer) Age Michael J. Happe President and Chief Executive Officer (2016) 53 Ashis N. Bhattacharya Senior Vice President, Business Development, Advanced Technology and Strategic Planning (2016) 62 Stacy L.
We continue to invest in workplace safety initiatives and our commitment to safety never stops. 9 Table of Contents Information about our Executive Officers Name Office (Year First Elected an Officer) Age Michael J. Happe President and Chief Executive Officer (2016) 54 Stacy L.
Most recently, he served as Vice President and Global Platform Leader from February 2022 to July 2022. He also served as Vice President of Product Marketing from January 2020 to February 2022, and Vice President and General Manager from October 2015 to January 2020. Mr. West joined Winnebago Industries in September 2016 as Vice President, Operations.
He also served as Vice President of Product Marketing from January 2020 to February 2022, and Vice President and General Manager from October 2015 to January 2020. Mr. West joined Winnebago Industries in September 2016 as Vice President, Operations. He became Senior Vice President, Enterprise Operations in October 2020 and President, Winnebago Outdoors in September 2024.
He previously was Vice President of Global Supply Chain for Joy Global, a worldwide mining equipment manufacturer, from 2014 to 2016, and Operations Director from 2012 to 2014. Mr.
Effective November 1, 2024, Mr. West became President, Winnebago Motorhome and Specialty Vehicles. He previously was Vice President of Global Supply Chain for Joy Global, a worldwide mining equipment manufacturer, from 2014 to 2016, and Operations Director from 2012 to 2014. Mr.
We continue to place high emphasis on the capability of our dealers to provide complete service for our products. Dealers are obligated to provide full service for owners of our products or, in lieu thereof, to secure such service from other authorized providers.
Dealers are obligated to provide full service for owners of our products or, in lieu thereof, to secure such service from other authorized providers.
In Fiscal 2024, our total recordable incident rate ("TRIR") was 3.51, a 29% improvement compared to 4.93 in Fiscal 2023. In Fiscal 2024, our days away restricted transfer rate ("DART") was 1.75, an 18% improvement compared to 2.14 in Fiscal 2023.
In Fiscal 2025, our total recordable incident rate ("TRIR") was 2.75, a 22% improvement compared to 3.51 in Fiscal 2024. In Fiscal 2025, our days away restricted transfer rate ("DART") was 1.00, a 43% improvement compared to 1.75 in Fiscal 2024.
Bogart was Senior Vice President, General Counsel and Compliance Officer, Corporate Secretary at Polaris Industries Inc., a manufacturer and marketer of powersports products, where she joined in November 2009. Previously, Ms. Bogart was General Counsel of Liberty Diversified International; Assistant General Counsel and Assistant Secretary at The Toro Company; and a Senior Attorney for Honeywell International, Inc. Mr.
Prior to joining Winnebago Industries, Ms. Bogart was Senior Vice President, General Counsel and Compliance Officer, Corporate Secretary at Polaris Industries Inc., a manufacturer and marketer of powersports products, where she joined in November 2009. Previously, Ms.
Seasonality The primary use of RVs and marine products for leisure travel and outdoor recreation has historically led to a peak retail selling season concentrated in the spring and summer months and lower sales during fall and winter months.
We also believe that our products have historically commanded a price premium as a result of these competitive advantages. 7 Table of Contents Seasonality The primary use of RVs and marine products for leisure travel and outdoor recreation has historically led to a peak retail selling season concentrated in the spring and summer months and lower sales during fall and winter months.
Woodson joined Winnebago Industries in January 2015 as Vice President, Administration and was appointed Senior Vice President, Human Resources and Corporate Relations in October 2020. Prior to joining Winnebago, Mr.
Woodson joined Winnebago Industries in January 2015 as Vice President, Administration and was appointed Senior Vice President, Human Resources and Corporate Relations in October 2020. Pursuant to our previously announced leadership changes, Mr. Woodson became Senior Vice President – Chief Human Resources Officer, Chief of Staff and Corporate Administration, effective October 16, 2024. Prior to joining Winnebago, Mr.
Bogart joined Winnebago Industries in January 2018 as Vice President, General Counsel and Secretary and was appointed Senior Vice President, General Counsel, Secretary and Corporate Responsibility and President, Winnebago Industries Foundation in October 2020. Prior to joining Winnebago Industries, Ms.
Bogart joined Winnebago Industries in January 2018 as Vice President, General Counsel and Secretary and was appointed Senior Vice President, General Counsel, Secretary and Corporate Responsibility and President, Winnebago Industries Foundation in October 2020. Pursuant to our previously announced leadership changes, Ms. Bogart became Senior Vice President – Chief Legal Officer, Corporate Secretary and Corporate Responsibility, effective October 16, 2024.
We have sales and service agreements with most dealers, which are subject to annual review. Many of the dealers are also engaged in other areas of business, including the sale of automobiles, trailers, or boats, and most dealers carry one or more competitive lines of products.
Many of the dealers are also engaged in other areas of business, including the sale of automobiles, trailers, or boats, and most dealers carry one or more competitive lines of products. We continue to place high emphasis on the capability of our dealers to provide complete service for our products.
Clark will become Group President, Towable RVs and President, Grand Design RV, effective November 1, 2024. Mr. Hughes joined Winnebago Industries as Vice President, Chief Financial Officer of the Company in May 2017 and was appointed Senior Vice President, Finance, Information Technology and Strategic Planning, and Chief Financial Officer, in October 2020. Mr.
Hughes joined Winnebago Industries as Vice President, Chief Financial Officer of the Company in May 2017 and was appointed Senior Vice President, Finance, Information Technology and Strategic Planning, and Chief Financial Officer, in October 2020. Pursuant to our previously announced leadership changes, Mr.
Prior to his employment with Ecolab, he worked for Ernst & Young, a public accounting firm. Mr. Tubman joined Winnebago Industries in August 2022 as President of Newmar Corporation. Mr. Tubman joined Winnebago Industries from Whirlpool Corporation, a multinational manufacturer of home appliances, where he served in a variety of leadership and executive roles for over 25 years.
Tubman joined Winnebago Industries from Whirlpool Corporation, a multinational manufacturer of home appliances, where he served in a variety of leadership and executive roles for over 25 years. Most recently, he served as Vice President and Global Platform Leader from February 2022 to July 2022.
Some of our competitors are much larger than us, most notably in the towable RV market, which may provide these competitors additional purchasing power. The competition in our industries is based upon design, price, quality, features, and service of the products.
Competition The RV and marine markets are highly competitive with many other manufacturers selling products which compete directly with our products. Some of our competitors are much larger than us, most notably in the towable RV market, which may provide these competitors additional purchasing power.
For example, the Women’s Inclusion Network ("WIN"), which was established in 2022, supports the professional development of women by encouraging access to learning, mentoring, and networking. WIN’s goal is to provide programming and tools, increase women’s sense of belonging, and the percentage of women in leadership roles within our businesses.
WIN’s goal is to provide programming and tools, increase women’s sense of belonging, and the percentage of women in leadership roles within our businesses.
Our maximum exposure for repurchases can vary significantly, depending upon the level of dealer inventory, general economic conditions, demand for our products, dealer location, and access to and the cost of financing.
Our maximum exposure for repurchases can vary significantly, depending upon the level of dealer inventory, general economic conditions, demand for our products, dealer location, and access to and the cost of financing. 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, for more information.
In 2024, we launched the Mosaic Multicultural Network to engage and connect our multicultural and black, indigenous, and persons of color team members and allies. The Mosaic Multicultural Network promotes connection, while helping to bolster an inclusive workplace for all employees, and career mobility, visibility, recruitment and retention.
In 2024, we launched the Mosaic Multicultural Network to engage and connect across cultures at Winnebago Industries. Mosaic promotes connection while helping to bolster a workplace where all employees can thrive, supporting career mobility, visibility, recruitment and retention.
We believe our principal competitive advantages are our brand strength, product differentiation, product quality, and our service after the sale. We also believe that our products have historically commanded a price premium as a result of these competitive advantages.
The competition in our industries is based upon design, price, quality, features, and service of the products. We believe our principal competitive advantages are our brand strength, product differentiation, product quality, and our service after the sale.
We advanced our strategy by listening and learning, and expanding our Leadership Speaker Series, where subject matter experts provide inspiration, tools, and resources to create an inclusive culture based on our leadership expectations. We also continued to expand our employee resource groups which are open to all employees across our brands.
We continue to prioritize creating a better sense of belonging in our workplace, our communities, and the outdoors. We advanced our strategy by listening and learning, and expanding our Leadership Speaker Series, where subject matter experts provide inspiration, tools, and resources to create an inclusive culture based on our leadership expectations.
Clark, President of Grand Design RV, became an officer of Winnebago Industries in November 2016 in accordance with the terms of the Grand Design acquisition. He co-founded Grand Design RV, LLC in 2012 and built the team at Grand Design RV. Mr. Clark has over 30 years of successful RV industry experience. Pursuant to our previously announced leadership changes, Mr.
He co-founded Grand Design RV, LLC in 2012 and built the team at Grand Design RV. Mr. Clark has over 30 years of successful RV industry experience. Effective November 1, 2024, Mr. Clark was appointed Group President – Towable RVs and President – Grand Design RV. Mr.
A more detailed description of our Towable RV, Motorhome RV, and Marine order backlog is included in Item 7 of Part II in this Annual Report on Form 10-K. Distribution and Financing 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.
Distribution and Financing 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.
Winnebago Industries, Inc. is one of the leading North American manufacturers of recreation vehicles ("RVs") and marine products with a diversified portfolio used primarily in leisure travel and outdoor recreational activities.
Winnebago Industries, Inc. is a leading North American manufacturer of outdoor lifestyle products under the Winnebago, Grand Design, Chris-Craft, Newmar and Barletta brands, which are used primarily in leisure travel and outdoor recreation activities.
These programs focus on developing the next generation of talent while engaging Black, Latino, Asian American and Pacific Islander, and 8 Table of Contents Native/Indigenous students in meaningful paid summer internships. We also collaborate with regional education and workforce development partners to connect job seekers with on-the-job training and leadership development.
We continue to support external partnerships and internships that introduce high school and college students to potential career opportunities in the RV and marine industries. These programs focus on developing the next generation of talent in meaningful experiences. We also collaborate with regional education and workforce development partners to connect employees and job seekers with on-the-job training and leadership development.
We believe time together outdoors is priceless, and that our company and our brands should reflect the full spectrum of outdoor enthusiasts. We also believe we thrive and are more successful when we empower, value, and respect our employees and our communities. We are committed to continuing to build a stronger, more inclusive culture and workplace.
We also believe we thrive and are more successful when we empower, value, and respect our employees and our communities. We are committed to continuing to build a strong, inclusive culture and workplace. Employee Well-being and Safety At Winnebago Industries, the health, safety, and well-being of our employees are central to our culture and long-term success.
We also distribute our marine products internationally through independent dealers, who then retail the products to the end consumer. Foreign sales accounted for less than 10% of net revenues during each of the past three fiscal years.
None of our dealer organizations accounted for more than 10% of our net revenues during each of the past three fiscal years. We have sales and service agreements with most dealers, which are subject to annual review.
We remain involved with partners who help advance our goals including Society of Women Engineers, Women in Manufacturing, RV Women’s Alliance, and more. We are committed to increasing inclusion across our industry and beyond. Approximately 25% of our executive and senior leadership team members are women and 12% are racially or ethnically diverse.
We remain involved with partners who help advance our goals including Society of Women Engineers, Women in Manufacturing, RV Women’s Alliance, and more. We believe time together outdoors is priceless, and that our company and our brands should reflect the full spectrum of outdoor enthusiasts.
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Backlog We strive to balance timely order fulfillment to our dealers with the lead times suppliers require to efficiently source materials and manage costs. Production facility constraints at peak periods also lead to fluctuations in backlog orders, which we manage closely.
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Towable RV parts and service activities represent revenues generated by service work we perform for retail customers at our Elkhart, Indiana and Middlebury, Indiana facilities as well as revenues from the sale of unit parts.
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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, for more information. 7 Table of Contents Competition The RV and marine markets are highly competitive with many other manufacturers selling products which compete directly with our products.
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Our competitive strategy is to provide proprietary manufactured parts through our dealer network, which we believe increases customer satisfaction and the value of our towable RVs. 5 Table of Contents Motorhome RV A motorhome RV is a self-propelled mobile dwelling used primarily as temporary living quarters during vacation and camping trips, or to support active and mobile lifestyles.
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To build and attract the next generation of leaders, we continue to support external partnerships that introduce high school and first-generation college students to potential career opportunities in the RV and marine industries. To increase the pipeline of diverse talent in the outdoor industry and beyond, we provided support to the South Bend Elkhart Regional Partnership and The BrandLab.
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We also continued to expand our employee resource groups which are open to all employees across our brands. For example, the Women’s Inclusion Network ("WIN"), which was established in 2022, supports the professional development of women by encouraging access to learning, mentoring, and networking.
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In our third year of implementing our “All In, Outdoors” roadmap, we continued to prioritize creating a better sense of belonging in our workplace, our communities, and the outdoors.
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We believe all workplace injuries and illnesses are preventable and strive for a zero-harm culture. Safety is embedded in how we design, operate, and maintain our workplaces. We support employees’ mental, emotional, and physical well-being by offering resources to manage remote work, parental responsibilities, and family needs. We also provide convenient access to healthcare through on-site and virtual clinics.
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We continue to expand our partnerships with nonprofit organizations led by and for communities of color and women and organizations helping to diversify the talent pipeline. We also recognize the importance of having diverse perspectives on our Board of Directors as we build and refresh our Board of Directors.
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In Fiscal 2025, we celebrated our third annual Safety Month under the theme “Safety: From Design to Delivery” and introduced the CEO Safety Award, recognizing innovative ideas that improved safety, efficiency, and quality. We continue to advance our hierarchy-of-controls approach to reduce risk across our facilities and operations.
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Our inclusion framework, which serves as a roadmap to guide us forward on our journey, includes the Board of Directors, leadership development, and engagement. As of August 31, 2024, 30% of our Board of Directors were women, and 20% were racially or ethnically diverse.
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Tubman Group President – Newmar and Winnebago Motorized (2022) 53 Christopher D. West President – Winnebago Motorhomes and Specialty Vehicles (2016) 53 Bret A.
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Employee Well-being and Safety Winnebago Industries is committed to designing, operating, and maintaining safe, controlled working conditions and a zero-harm culture. We operate under the principle that all workplace injuries and illnesses are preventable.
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Bogart was General Counsel of Liberty Diversified International; Assistant General Counsel and Assistant Secretary at The Toro Company; and a Senior Attorney for Honeywell International, Inc. Mr. Clark, President of Grand Design RV, became an officer of Winnebago Industries in November 2016 in accordance with the terms of the Grand Design acquisition.
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We aspire to control all workplace exposures to risk on our road to zero-harm, and we embed safety as part of our DNA that guides our purpose, culture, and operations.
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Hughes became Senior Vice President – Chief Financial Officer, Investor Relations, Information Technology and Business Development, effective September 1, 2025. Mr.
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With the mental, emotional, and physical well-being of our employees as a key focus, we have provided resources for employees to manage remote work and balance parental and other family responsibilities. We celebrated our second annual Safety Month in Fiscal 2024, focusing on the theme "Safer Together" across all locations.
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Prior to his employment with Ecolab, he worked for Ernst & Young, a public accounting firm. Mr. Tubman joined Winnebago Industries in August 2022 as President of Newmar Corporation. Pursuant to our previously announced leadership changes, Mr. Tubman became Group President – Newmar and Winnebago Motorized, effective September 1, 2025. Mr.
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We continue focused improvement efforts to reduce both our facility and injury/illness incident risk potential, including contracting with health care providers to have physical (on-site) or virtual clinics for convenient access to health care for all employees and advance our hierarchy of control levels across our core risks.
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He became Vice President, Business Development, Specialty Vehicles, and Advanced Technology in 2019 and Senior Vice President, Business Development, Advanced Technology, and Enterprise Marketing in September 2020. Prior to joining Winnebago Industries, Mr.
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Bhattacharya served at Honeywell International, Inc., a software industrial company, as Vice President, Strategy, Alliances & Internet of Things for the Sensing and Productivity Solutions division from 2010 to 2016. Prior to that, he was employed with Moog, Motorola, and Bain & Company in a variety of roles. Ms.
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He became Senior Vice President, Enterprise Operations in October 2020 and President, Winnebago Outdoors in September 2024. Pursuant to our previously announced leadership changes, Mr. West will become President, Winnebago Motorhome and Specialty Vehicles, effective November 1, 2024.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

18 edited+5 added−2 removed110 unchanged
Biggest changeIn 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. 15 Table of Contents 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.
Biggest changeIn addition, if product liability 15 Table of Contents 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.
Other policymakers, such as the SEC and the State of California, have issued requirements for companies to provide expanded climate-related disclosures, which may require us to incur significant additional costs to comply. 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.
Other policymakers, such as the State of California, have issued requirements for companies to provide expanded climate-related disclosures, which may require us to incur significant additional costs to comply. 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 a default of payment occurs, the lenders in our ABL Credit Facility or holders of our Senior Secured Notes, 2030 Convertible Notes, and 2025 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.
If a default of payment occurs, the lenders in our ABL Credit Facility or holders of our Senior Secured Notes and 2030 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.
Despite our efforts to continuously mature our cybersecurity program, our information systems, and those of our third-party service providers, are still susceptible to system shutdowns, damage, degraded performance, disruptions or other security incidents.
Despite our efforts to continuously mature our cybersecurity program, our information systems, and those of our third-party service providers, we are still susceptible to system shutdowns, damage, degraded performance, disruptions or other security incidents.
Although no other impairments were identified in Fiscal 2024, Fiscal 2023, or Fiscal 2022, 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 future impairment charges that could be significant and could negatively impact our results of operations.
Although no other impairments were identified in Fiscal 2025, Fiscal 2024, or Fiscal 2023, 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 future impairment charges that could be significant and could negatively impact our results of operations.
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.
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 mitigate such increased costs in the future.
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 14 Table of Contents actions.
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.
Our current products, products under development, and our ability to develop new and improved products may be insufficient to enable us to compete effectively with our competitors. These competitive pressures may have a material adverse effect on our results of operations.
Our current products, products under development, and our ability to develop new and improved products 11 Table of Contents may be insufficient to enable us to compete effectively with our competitors. These competitive pressures may have a material adverse effect on our results of operations.
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 Fiscal 2024, one of our suppliers individually accounted for approximately 16% of our consolidated raw material purchases.
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 Fiscal 2025, one of our suppliers individually accounted for approximately 14% of our consolidated raw material purchases.
As of August 31, 2024, two financial flooring institutions held approximately 52% of our total outstanding financed dealer inventory dollars. In the event that either of these lending institutions limits or discontinue dealer financing, we could experience an adverse effect on our results of operations. Our business is also affected by the availability and terms of financing to retail purchasers.
As of August 30, 2025, two financial flooring institutions held approximately 51% of our total outstanding financed dealer inventory dollars. In the event that either of these lending institutions limits or discontinue dealer financing, we could experience an adverse effect on our results of operations. Our business is also affected by the availability and terms of financing to retail purchasers.
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.
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 14 Table of Contents that such reserves will continue to be adequate.
Our determination of whether goodwill impairment has occurred is based on a comparison of each of our reporting units’ fair 16 Table of Contents value with its carrying value.
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.
In addition, competition could increase if new companies enter the market, existing competitors consolidate their operations, or if existing competitors expand their product lines or intensify efforts within 11 Table of Contents existing product lines.
In addition, competition could increase if new companies enter the market, existing competitors consolidate their operations, or if existing competitors expand their product lines or intensify efforts within existing product lines.
Likewise, the Indenture related to the 2025 Convertible Notes and the Indenture related to the 2030 Convertible Notes includes certain limited covenants that could impact our ability to operate our business.
Likewise, the Indenture related to the 2030 Convertible Notes includes certain limited occurrence-based covenants that could impact our ability to operate our business.
If we are unable to properly forecast future demand of our products, our production levels may not meet demand, which could negatively impact our operating results. Our ability to manage our inventory levels to meet our customers' demand for our products is important for our business.
If we are unable to properly forecast future demand of our products, our operating results may be negatively impacted. Our ability to manage our inventory levels to meet our customers' demand for our products is important for our business.
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.
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.
We also issued unsecured convertible senior notes due 2025 ("2025 Convertible Notes") to finance the acquisition of Newmar, and unsecured convertible senior notes due 2030 ("2030 Convertible Notes") to execute a partial repurchase of the 2025 Convertible Notes.
We also issued unsecured convertible senior notes due 2030 ("2030 Convertible Notes") to execute a partial repurchase of other indebtedness.
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.
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. At the same time, our stakeholders have evolving, varied and sometimes conflicting expectations regarding many aspects of our business, including our operations and ESG-related matters.
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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 13 Table of Contents as a result of price increases implemented by domestic suppliers, which we may not be able to pass on to our customers.
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Recent changes in trade policy, including tariffs imposed by the U.S. government and reciprocal tariffs imposed by foreign countries, have increased our sourcing costs, and uncertainty remains regarding additional tariff actions in the future.
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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.
Added
In addition to increased costs 13 Table of Contents as a result of these tariffs, we may face supply chain disruptions and delays that negatively impact our cost of materials and production processes. The uncertain trade policy environment may also contribute to declining consumer confidence, which could decrease demand for our products.
Added
While we may attempt to take steps to mitigate or avoid some of these increased costs and disruptions, our ability to do so may be limited by operational and supply chain constraints, especially in the short term. All of these conditions could materially and adversely affect our results of operations and financial condition.
Added
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.
Added
If we fail or are perceived to fail, in any number of ESG matters, or to effectively respond to changes in, or new, legal, regulatory or reporting requirements concerning climate change or other sustainability concerns, we may be subject to regulatory fines and penalties, and our reputation may suffer. 16 Table of Contents Financial Risks An impairment in the carrying value of goodwill and trade names could negatively impact our consolidated results of operations.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

3 edited+0 added−1 removed13 unchanged
Biggest changeWe also engage external resources to support in the design and implementation of certain program elements, and to assist us in the prevention, detection, monitoring, mitigation, and remediation of cybersecurity risks and incidents.
Biggest changeIn addition, our cybersecurity team performs regular assessments of our program and conducts penetration testing to identify, evaluate, and remediate potential threats and vulnerabilities. We also engage external resources to support in the design and implementation of certain program elements, and to assist us in the prevention, detection, monitoring, mitigation, and remediation of cybersecurity risks and incidents.
We do not believe we have experienced any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial conditions, including in Fiscal 2024.
We do not believe we have experienced any cybersecurity threats or incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial conditions, including in Fiscal 2025.
She has held multiple roles in Information Security and IT, demonstrating expertise and versatility in navigating the threat landscape of cybersecurity. Our CIO reports to our Senior Vice President, Chief Financial Officer, a member of our senior leadership team who reports to our President and Chief Executive Officer.
She has held multiple roles in Information Security and IT, demonstrating expertise and versatility in navigating the threat landscape of cybersecurity. Our CIO reports to our Senior Vice President – Chief Financial Officer, Investor Relations, Information Technology and Business Development, a member of our senior leadership team who reports to our President and Chief Executive Officer.
Removed
In addition, our cybersecurity team, which is led by our Vice President of Information Security, performs regular assessments of our program and conducts penetration testing to identify, evaluate, and remediate potential threats and vulnerabilities.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed4 unchanged
Biggest changeThe principal facilities used in our operations are in the following locations: Segment Location Status Primary Use 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 office space Motorhome RV Lake Mills, Iowa Owned Manufacturing (1) Motorhome RV Nappanee, Indiana Owned 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) and office space Corporate / All Other Savage, Minnesota Leased Research and development, and office space (1) Manufacturing includes production, warehouse, maintenance, and service center facilities.
Biggest changeThe principal facilities used in our operations are in the following locations: Segment Location Status Primary Use Towable RV Elkhart, Indiana Leased Manufacturing (1) and office space Towable RV Middlebury, Indiana Owned Manufacturing (1) and office space Towable RV Middlebury, Indiana Leased Manufacturing (1) and office space Motorhome RV Charles City, Iowa Owned Manufacturing (1) Motorhome RV Forest City, Iowa Owned Manufacturing (1) and office space Motorhome RV Lake Mills, Iowa Owned Manufacturing (1) Motorhome RV Middlebury, Indiana Owned Manufacturing (1) Motorhome RV Nappanee, Indiana Owned 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) and office space Corporate / All Other Savage, Minnesota Leased Research and development, and office space (1) Manufacturing includes production, warehouse, maintenance, and service center facilities.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+0 added−0 removed8 unchanged
Biggest changePurchases of our common stock during each fiscal month of the fourth quarter of Fiscal 2024 are as follows: 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) 05/26/24 - 06/29/24 113,711 $ 53.08 113,128 $ 234.0 06/30/24 - 07/27/24 75,218 53.31 75,026 230.0 07/28/24 - 08/31/24 2,069 57.91 — 230.0 Total 190,998 $ 53.22 188,154 $ 230.0 (1) Number of shares in the above table are shown in whole numbers.
Biggest changePurchases of our common stock during each fiscal month of the fourth quarter of Fiscal 2025 are as follows: 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) 06/01/25 - 07/05/25 375 $ 33.55 — $ 180.0 07/06/25 - 08/02/25 — — — 180.0 08/03/25 - 08/30/25 170 36.26 — 180.0 Total 545 $ 34.40 — $ 180.0 (1) Number of shares in the above table are shown in whole numbers.
It is assumed in the graph that $100 was invested in our common stock, in the Standard & Poor's 500 Index, and in the Russell 3000 Recreational Vehicles and Boats Subsector Index, on August 31, 2019, and that all dividends received within a quarter were reinvested in that quarter.
It is assumed in the graph that $100 was invested in our common stock, in the Standard & Poor's 500 Index, and in the Russell 3000 Recreational Vehicles and Boats Subsector Index, on August 29, 2020, and that all dividends received within a quarter were reinvested in that quarter.
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 31, 2024, we have $230.0 million remaining on our Board of Directors approved repurchase authorization.
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 30, 2025, we have $180.0 million remaining on our Board of Directors approved repurchase authorization.
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 16, 2024, there were 1,964 shareholders of record.
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 15, 2025, there were 1,858 shareholders of record.
Dividends On August 15, 2024, our Board of Directors declared a quarterly cash dividend of $0.34 per share, totaling $9.8 million, to be paid on September 25, 2024 to common shareholders of record at the close of business on September 11, 2024.
Dividends On August 14, 2025, our Board of Directors declared a quarterly cash dividend of $0.35 per share, totaling $9.8 million, to be paid on September 24, 2025 to common shareholders of record at the close of business on September 10, 2025.
During Fiscal 2024, we repurchased approximately 1,177,000 shares of our common stock at a cost of $70.0 million, and approximately 77,000 shares of our common stock at a cost of $4.5 million to satisfy tax obligations on employee equity awards as they vested.
During Fiscal 2025, we repurchased approximately 951,000 shares of our common stock at a cost of $50.0 million, and approximately 64,000 shares of our common stock at a cost of $3.7 million to satisfy tax obligations on employee equity awards as they vested.
Base Period Company/Index August 31, 2019 August 29, 2020 August 28, 2021 August 27, 2022 August 26, 2023 August 31, 2024 Winnebago Industries, Inc. $ 100.00 $ 184.24 $ 232.36 $ 196.92 $ 208.35 $ 199.06 S&P 500 Index 100.00 122.19 159.44 145.62 160.83 209.29 Russell 3000 Recreational Vehicles and Boats Subsector Index 100.00 145.51 186.46 167.66 166.24 158.94 Source: Zacks Investment Research, Inc. 21 Table of Contents Item 6. [Reserved].
Base Period Company/Index August 29, 2020 August 28, 2021 August 27, 2022 August 26, 2023 August 31, 2024 August 30, 2025 Winnebago Industries, Inc. $ 100.00 $ 126.12 $ 106.88 $ 113.08 $ 108.04 $ 67.46 S&P 500 Index 100.00 130.48 119.17 131.62 171.28 198.48 Russell 3000 Recreational Vehicles and Boats Subsector Index 100.00 128.14 115.22 114.25 109.23 93.48 Source: Zacks Investment Research, Inc. 21 Table of Contents Item 6. [Reserved].

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

37 edited+10 added−24 removed29 unchanged
Biggest changeOur effective tax rate increased primarily due to the impact of the non-deductible debt inducement loss and non-deductible goodwill impairment over a lower pretax income. 24 Table of Contents Non-GAAP Reconciliation The following table reconciles net income to consolidated EBITDA and Adjusted EBITDA for Fiscal 2024 and 2023: (in millions) 2024 2023 Net income $ 13.0 $ 215.9 Interest expense, net 21.1 20.5 Provision for income taxes 25.4 63.3 Depreciation 35.6 29.2 Amortization 23.0 17.7 EBITDA 118.1 346.6 Acquisition-related costs 1.5 7.5 Litigation reserves — (0.4) Change in fair value of note receivable and other investments 6.0 — Contingent consideration fair value adjustment 1.1 0.6 Goodwill impairment (Note 7) 30.3 — Loss on note repurchase (Note 9) 32.7 — Non-operating loss 0.9 0.4 Adjusted EBITDA $ 190.6 $ 354.7 25 Table of Contents Reportable Segment Performance Summary Towable RV The following is an analysis of key changes in our Towable RV segment for Fiscal 2024 and 2023: (in millions, except ASP and units) 2024 % of Revenues (1) 2023 % of Revenues (1) $ Change (1) % Change (1) Net revenues $ 1,318.8 $ 1,415.3 $ (96.5) (6.8) % Adjusted EBITDA 122.4 9.3 % 172.1 12.2 % (49.7) (28.9) % Average Selling Price ("ASP") (2) 41,004 45,568 (4,564) (10.0) % Unit deliveries 2024 Product Mix (3) 2023 Product Mix (3) Unit Change % Change Travel trailer 21,636 67.5 % 21,352 68.8 % 284 1.3 % Fifth wheel 10,403 32.5 % 9,701 31.2 % 702 7.2 % Total Towable RV 32,039 100.0 % 31,053 100.0 % 986 3.2 % August 31, 2024 August 26, 2023 Change (1) % Change (1) Backlog (4) Units 4,850 5,111 (261) (5.1) % Dollars $ 137.1 $ 208.1 $ (71.0) (34.1) % Dealer Inventory Units 15,940 16,744 (804) (4.8) % (1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
Biggest changeOur effective tax rate decreased primarily due to the prior year's non-deductible debt inducement loss and non-deductible goodwill impairment and, in Fiscal 2025, increased favorable return to provision adjustments and reduced change in the valuation allowance over lower pre-tax income. 23 Table of Contents Reportable Segment Performance Summary Towable RV The following is an analysis of key changes in our Towable RV segment for Fiscal 2025 and 2024: (in millions, except ASP and units) 2025 % of Revenues (1) 2024 % of Revenues (1) $ Change (1) % Change (1) Net revenues $ 1,220.2 $ 1,318.8 $ (98.6) (7.5) % Operating income 72.7 6.0 % 103.1 7.8 % (30.4) (29.5) % Average Selling Price ("ASP") (2) 38,797 41,004 (2,207) (5.4) % Unit deliveries 2025 Product Mix (3) 2024 Product Mix (3) Unit Change % Change Travel trailer 21,714 69.7 % 21,636 67.5 % 78 0.4 % Fifth wheel 9,455 30.3 % 10,403 32.5 % (948) (9.1) % Total Towable RV 31,169 100.0 % 32,039 100.0 % (870) (2.7) % Dealer Inventory (4) August 30, 2025 August 31, 2024 Unit Change % Change Units 16,200 15,940 260 1.6 % (1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
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. Known Trends and Uncertainties Our business continues to be challenged by macroeconomic conditions impacting retail consumers and our dealers, such as inflation and elevated interest rates.
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. Known Trends and Uncertainties Our business continues to be challenged by macroeconomic conditions impacting retail consumers and our dealers, such as inflation, elevated interest rates, and lower consumer confidence.
These factors have contributed to lower consumer spending and reduced short-term demand for large discretionary products such as RVs and marine products. In response, our dealers continue to exercise caution when managing stocking levels. In Fiscal 2024, these trends resulted in decreased sales due to declines in unit volume.
These factors have contributed to lower consumer spending and reduced short-term demand for large discretionary products such as RVs and marine products. In response, our dealers continue to exercise caution when managing stocking levels. In Fiscal 2025, these trends resulted in decreased sales due to declines in unit volume.
We have reviewed these critical accounting policies and estimates and related disclosures with the Audit Committee of our Board of Directors. 30 Table of Contents 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.
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.
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 information regarding our deferred compensation plans. We expect to pay $1.7 million in the next 12 months and $6.6 million beyond 12 months.
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 information regarding our deferred compensation plans. We expect to pay $1.8 million in the next 12 months and $5.1 million beyond 12 months.
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 15, 2024. Cash Requirements Our cash requirements within the next twelve months include accounts payable, current maturities of long-term debt, accrued expenses, purchase commitments and other current liabilities.
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 14, 2025. Cash Requirements Our cash requirements within the next twelve months include accounts payable, current maturities of long-term debt, accrued expenses, purchase commitments and other current liabilities.
On January 18, 2024, we entered into privately negotiated transactions (the "2025 Convertible Note Repurchases") with certain holders of the 2025 Convertible Notes to repurchase $240.7 million aggregate principal amount of the 2025 Convertible Notes using proceeds received from the 2030 Convertible Notes.
On January 18, 2024, we entered into privately negotiated transactions (the "2025 Convertible Note Repurchases") with certain holders of the 2025 Convertible Notes to repurchase $240.7 million aggregate principal amount of the 2025 Convertible Notes using proceeds received from the 2030 Convertible Notes. On April 1, 2025, the 2025 Convertible Notes matured.
The discussion of Fiscal 2022 results and related year-over-year comparisons as of and for the fiscal years ended August 26, 2023 and August 27, 2022 are found in Item 7 of Part II of our Form 10-K for the fiscal year ended August 26, 2023.
The discussion of Fiscal 2023 results and related year-over-year comparisons as of and for the fiscal years ended August 31, 2024 and August 26, 2023 are found in Item 7 of Part II of our Form 10-K for the fiscal year ended August 31, 2024.
Debt and Capital We maintain a $350.0 million asset-based revolving credit facility ("ABL Credit Facility") with a maturity date of July 15, 2027 subject to certain factors which may accelerate the maturity date. As of August 31, 2024, we had no borrowings against the ABL Credit Facility and $330.9 million in cash and cash equivalents.
Debt and Capital We maintain a $350.0 million asset-based revolving credit facility ("ABL Credit Facility") with a maturity date of July 15, 2027 subject to certain factors which may accelerate the maturity date. As of August 30, 2025, we had no borrowings against the ABL Credit Facility and $174.0 million in cash and cash equivalents.
The year-over-year comparisons in this MD&A are as of and for the fiscal years ended August 31, 2024 and August 26, 2023, unless stated otherwise.
The year-over-year comparisons in this MD&A are as of and for the fiscal years ended August 30, 2025 and August 31, 2024, unless stated otherwise.
A hypothetical change of a 10% increase or decrease in our warranty liability as of August 31, 2024 would not have a material effect on our net income.
A hypothetical change of a 10% increase or decrease in our warranty liability as of August 30, 2025 would not have a material effect on our net income.
The loss on note repurchase recorded in Fiscal 2024 is related to the refinancing of the 2025 Convertible Notes. Refer to Note 9 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for further information.
The loss on note repurchase recorded in Fiscal 2025 is related to the tender offer of the Senior Secured Notes. Refer to Note 9 in the Notes to Consolidated Financial Statements, included in Item 8 of Part II in this Annual Report on Form 10-K for further information.
The decrease in operating cash flow is primarily driven by lower profitability adjusted for non-cash items, an increase in accounts receivable due to timing of invoicing and collections, and changes in inventory levels due to market conditions, partially offset by favorable changes in accounts payable balances and timing of payments.
The decrease in operating cash flow is primarily driven by lower profitability adjusted for non-cash items, an increase in accounts receivable due to timing of invoicing and collections, unfavorable changes in accounts payable balances and timing of payments, partially offset by improvement in inventory levels and operational efficiency actions.
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 information. Working Capital Working capital as of August 31, 2024 and August 26, 2023 was $584.0 million and $600.7 million, respectively.
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 information. 26 Table of Contents Working Capital Working capital as of August 30, 2025 and August 31, 2024 was $465.1 million and $584.0 million, respectively.
We currently expect cash on hand, funds generated from operations, and the borrowing available under our ABL Credit Facility to be sufficient to cover both short-term and long-term operating requirements. 29 Table of Contents Capital Expenditures We anticipate capital expenditures in Fiscal 2025 of approximately $50.0 million to $60.0 million.
We currently expect cash on hand, funds generated from operations, and the borrowing available under our ABL Credit Facility to be sufficient to cover both short-term and long-term operating requirements. Capital Expenditures We anticipate capital expenditures in Fiscal 2026 of approximately $35.0 million to $45.0 million.
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 information regarding our lease obligations and the timing of expected future payments.
Interest payments are based on fixed interest rates for the 2030 Convertible Notes and the Senior Secured 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 information regarding our lease obligations and the timing of expected future payments.
During the fourth quarter of Fiscal 2024, we completed our annual assessment of indefinite-lived intangible assets and determined that the carrying value of the Chris-Craft reporting unit exceeded its fair value, resulting in a $30.3 million impairment charge, which represents the full goodwill balance attributable to the reporting unit. Comparatively, no impairments were recorded in Fiscal 2023 and Fiscal 2022.
Comparatively, during the fourth quarter of Fiscal 2024, we determined that the carrying value of the Chris-Craft reporting unit exceeded its fair value, resulting in a $30.3 million impairment charge, which represents the full goodwill balance attributable to the reporting unit. No impairments were recorded in Fiscal 2023.
Contracted Services Contracted services include agreements with third-party service providers primarily for software, payroll services, and equipment maintenance services for periods up to Fiscal 2028. We expect to pay approximately $22.6 million in the next 12 months and approximately $19.6 million beyond 12 months.
Contracted Services Contracted services include agreements with third-party service providers primarily for software, payroll services, and equipment maintenance services for periods up to Fiscal 2030. We expect to pay approximately $25.2 million in the next 12 months and approximately $20.0 million beyond 12 months.
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.
Estimates are adjusted as needed to reflect actual costs incurred as information becomes available. 28 Table of Contents 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.
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.
Estimated costs related to product warranty are accrued at the time of sale and are based upon past warranty claims and unit sales history.
In addition, percentages may not add in total due to rounding. NM: Not meaningful. Net revenues decreased primarily due to product mix and lower unit sales related to market conditions. Gross profit as a percentage of revenue decreased primarily due to deleverage, higher warranty expense, and operational challenges.
In addition, percentages may not add in total due to rounding. NM: Not meaningful. Net revenues decreased primarily due to a reduction in average selling price per unit related to product mix and lower unit volume, partially offset by targeted price increases. Gross profit as a percentage of revenue decreased primarily due to deleverage and slightly higher warranty experience.
We anticipate that as consumer demand stabilizes, dealers will exhibit a willingness to maintain stable inventory levels and ordering patterns. We continue to produce and ship in accordance with dealer demand as evidenced and requested by dealer orders.
We expect that as consumer demand stabilizes, dealers will return to more stable ordering patterns across our portfolio of businesses. We continue to produce and ship in accordance with dealer demand as evidenced and requested by dealer orders.
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.
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.
We believe these non-GAAP financial measures are frequently used by securities analysts, investors and other interested parties to evaluate companies in the industry. 23 Table of Contents Results of Operations - Fiscal 2024 Compared to Fiscal 2023 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 31, 2024 compared to the fiscal year ended August 26, 2023: (in millions, except per share data) 2024 % of Revenues (1) 2023 % of Revenues (1) $ Change (1) % Change (1) Net revenues $ 2,973.5 100.0 % $ 3,490.7 100.0 % $ (517.2) (14.8) % Cost of goods sold 2,540.0 85.4 % 2,904.6 83.2 % (364.6) (12.6) % Gross profit 433.5 14.6 % 586.1 16.8 % (152.6) (26.0) % Selling, general, and administrative expenses ("SG&A") 280.0 9.4 % 267.7 7.7 % 12.5 4.7 % Amortization 23.0 0.8 % 17.7 0.5 % 5.3 29.7 % Goodwill impairment (Note 7) 30.3 1.0 % — — % 30.3 NM Total operating expenses 333.3 11.2 % 285.4 8.2 % 48.0 16.8 % Operating income 100.2 3.4 % 300.7 8.6 % (200.5) (66.7) % Interest expense, net 21.1 0.7 % 20.5 0.6 % 0.5 2.6 % Loss on note repurchase (Note 9) 32.7 1.1 % — — % 32.7 NM Non-operating loss 8.0 0.3 % 1.0 — % 7.0 718.9 % Income before income taxes 38.4 1.3 % 279.2 8.0 % (240.8) (86.3) % Provision for income taxes 25.4 0.9 % 63.3 1.8 % (37.9) (59.9) % Net income $ 13.0 0.4 % $ 215.9 6.2 % $ (202.9) (94.0) % Diluted earnings per share $ 0.44 $ 6.23 $ (5.79) (92.9) % Diluted weighted average shares outstanding 29.5 35.4 (5.9) (16.7) % (1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
Prior period amounts have not been reclassified as the impact was not significant. 22 Table of Contents Results of Operations - Fiscal 2025 Compared to Fiscal 2024 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 30, 2025 compared to the fiscal year ended August 31, 2024: (in millions, except per share data) 2025 % of Revenues (1) 2024 % of Revenues (1) $ Change (1) % Change (1) Net revenues $ 2,798.2 100.0 % $ 2,973.5 100.0 % $ (175.3) (5.9) % Cost of goods sold 2,433.1 87.0 % 2,540.0 85.4 % (106.8) (4.2) % Gross profit 365.1 13.0 % 433.5 14.6 % (68.5) (15.8) % Selling, general, and administrative expenses ("SG&A") 285.8 10.2 % 280.0 9.4 % 5.6 2.0 % Amortization 22.1 0.8 % 23.0 0.8 % (0.9) (3.7) % Goodwill impairment (Note 7) — — % 30.3 1.0 % (30.3) NM Total operating expenses 307.9 11.0 % 333.3 11.2 % (25.5) (7.6) % Operating income 57.2 2.0 % 100.2 3.4 % (43.0) (42.9) % Interest expense, net 25.9 0.9 % 21.1 0.7 % 4.8 22.5 % Loss on note repurchase (Note 9) 2.0 0.1 % 32.7 1.1 % (30.8) (94.0) % Non-operating (income) loss (0.8) (0.1) % 8.0 0.3 % (8.7) NM Income before income taxes 30.1 1.1 % 38.4 1.3 % (8.3) (21.6) % Income tax provision 4.4 0.2 % 25.4 0.9 % (21.0) (82.8) % Net income $ 25.7 0.9 % $ 13.0 0.4 % $ 12.7 98.1 % Diluted earnings per share $ 0.91 $ 0.44 $ 0.47 106.8 % Diluted weighted average shares outstanding 28.3 29.5 (1.2) (4.1) % (1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
We evaluate the financial stability of the counterparties for the 2030 Convertible Notes, the 2025 Convertible Notes, the Senior Secured Notes, and the ABL Credit Facility, and will continue to monitor counterparty risk on an on-going basis.
As of August 30, 2025, we had no debt maturing in the next twelve months that is classified as current on our Consolidated Balance Sheets. We evaluate the financial stability of the counterparties for the 2030 Convertible Notes, the Senior Secured Notes, and the ABL Credit Facility, and will continue to monitor counterparty risk on an on-going basis.
Backlog increased primarily driven by the improvement in inventory position with dealers and continued market share growth. 28 Table of Contents Analysis of Financial Condition, Liquidity, and Capital Resources Cash Flows The following table summarizes our cash flows from total operations for Fiscal 2024 and 2023: (in millions) 2024 2023 Total cash provided by (used in): Operating activities $ 143.9 $ 294.5 Investing activities (45.9) (170.0) Financing activities (77.0) (96.8) Net increase in cash and cash equivalents $ 21.0 $ 27.7 Operating Activities During Fiscal 2024, cash provided by operating activities was $143.9 million compared to $294.5 million in Fiscal 2023.
Operating income margin increased due to prior year goodwill impairment, targeted price increases, and volume leverage. 25 Table of Contents Analysis of Financial Condition, Liquidity, and Capital Resources Cash Flows The following table summarizes our cash flows from total operations for Fiscal 2025 and 2024: (in millions) 2025 2024 Total cash provided by (used in): Operating activities $ 128.9 $ 143.9 Investing activities (34.8) (45.9) Financing activities (251.0) (77.0) Net (decrease) increase in cash and cash equivalents $ (156.9) $ 21.0 Operating Activities During Fiscal 2025, cash provided by operating activities was $128.9 million compared to $143.9 million in Fiscal 2024.
These estimates require our most difficult, subjective, or complex judgments because they relate to matters that are inherently uncertain.
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.
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. 31 Table of Contents 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 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.
Backlog decreased due to current market conditions and a cautious dealer network. 27 Table of Contents Marine The following is an analysis of key changes in our Marine segment for Fiscal 2024 and 2023: (in millions, except ASP and units) 2024 % of Revenues (1) 2023 % of Revenues (1) $ Change (1) % Change (1) Net revenues $ 325.5 $ 469.7 $ (144.2) (30.7) % Adjusted EBITDA 25.6 7.9 % 60.5 12.9 % (34.8) (57.6) % ASP (2) 80,641 83,060 (2,419) (2.9) % Unit deliveries 2024 2023 Unit Change % Change Boats 4,149 5,714 (1,565) (27.4) % August 31, 2024 August 26, 2023 Change (1) % Change (1) Backlog (3) Units 3,403 2,545 858 33.7 % Dollars $ 260.0 $ 194.7 $ 65.2 33.5 % Dealer Inventory (4) Units 2,564 3,376 (812) (24.1) % (1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
Marine The following is an analysis of key changes in our Marine segment for Fiscal 2025 and 2024: (in millions, except ASP and units) 2025 % of Revenues (1) 2024 % of Revenues (1) $ Change (1) % Change (1) Net revenues $ 367.8 $ 325.5 $ 42.3 13.0 % Operating income (loss) 27.7 7.5 % (13.5) (4.2) % 41.2 NM ASP (2) 80,888 80,641 247 0.3 % Unit deliveries 2025 2024 Unit Change % Change Boats 4,635 4,149 486 11.7 % Dealer Inventory (3,4) August 30, 2025 August 31, 2024 Unit Change % Change Units 2,687 2,564 123 4.8 % (1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
Overview Winnebago Industries, Inc. is one of the leading North American manufacturers of recreation vehicles ("RVs") and marine products with a diversified portfolio used primarily in leisure travel and outdoor recreational activities.
Overview Winnebago Industries, Inc. is a leading North American manufacturer of outdoor lifestyle products under the Winnebago, Grand Design, Chris-Craft, Newmar and Barletta brands, which are used primarily in leisure travel and outdoor recreation activities.
Our 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.
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. 27 Table of Contents Our 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.
Backlog decreased due to current market conditions and a cautious dealer network as well as reduced order lead times due to production capacity. 26 Table of Contents Motorhome RV The following is an analysis of key changes in our Motorhome RV segment for Fiscal 2024 and 2023: (in millions, except ASP and units) 2024 % of Revenues (1) 2023 % of Revenues (1) $ Change (1) % Change (1) Net revenues $ 1,279.8 $ 1,560.1 $ (280.4) (18.0) % Adjusted EBITDA 73.7 5.8 % 142.0 9.1 % (68.3) (48.1) % ASP (2) 191,844 185,514 6,330 3.4 % Unit deliveries 2024 Product Mix (3) 2023 Product Mix (3) Unit Change % Change Class A 1,625 24.0 % 2,142 25.5 % (517) (24.1) % Class B 2,278 33.7 % 3,845 45.8 % (1,567) (40.8) % Class C 2,854 42.2 % 2,407 28.7 % 447 18.6 % Total Motorhome RV 6,757 100.0 % 8,394 100.0 % (1,637) (19.5) % August 31, 2024 August 26, 2023 Change (1) % Change (1) Backlog (4) Units 897 3,828 (2,931) (76.6) % Dollars $ 234.4 $ 688.6 $ (454.1) (66.0) % Dealer Inventory Units 3,933 4,068 (135) (3.3) % (1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
Operating income margin decreased primarily due to deleverage, including that associated with product mix, and higher warranty experience. 24 Table of Contents Motorhome RV The following is an analysis of key changes in our Motorhome RV segment for Fiscal 2025 and 2024: (in millions, except ASP and units) 2025 % of Revenues (1) 2024 % of Revenues (1) $ Change (1) % Change (1) Net revenues $ 1,159.7 $ 1,279.8 $ (120.0) (9.4) % Operating (loss) income (7.3) (0.6) % 52.9 4.1 % (60.2) NM ASP (2) 206,441 191,844 14,597 7.6 % Unit deliveries 2025 Product Mix (3) 2024 Product Mix (3) Unit Change % Change Class A 1,211 21.1 % 1,625 24.0 % (414) (25.5) % Class B 1,682 29.3 % 2,278 33.7 % (596) (26.2) % Class C 2,849 49.6 % 2,854 42.2 % (5) (0.2) % Total Motorhome RV 5,742 100.0 % 6,757 100.0 % (1,015) (15.0) % Dealer Inventory (4) August 30, 2025 August 31, 2024 Unit Change % Change Units 3,562 3,933 (371) (9.4) % (1) Amounts are calculated based on unrounded numbers and therefore may not recalculate using the rounded numbers provided.
Financing Activities Cash used in financing activities decreased compared to prior year, primarily due to $39.1 million of net cash proceeds related to the debt refinancing, partially offset by higher share repurchases compared to prior year.
Financing Activities Cash used in financing activities increased primarily due to partial settlement of high-yield notes and maturity of 2025 Convertible Notes, offset by lower share repurchase activity compared to the prior year.
(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.
(2) ASP excludes off-invoice dealer incentives. (3) Percentages may not add due to rounding differences. (4) Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations.
Investing Activities Cash used in investing activities decreased compared to prior year, primarily due to our acquisition of Lithionics during the third quarter of Fiscal 2023 and elevated capital expenditures in Fiscal 2023 to support operational expansion and organic growth.
Investing Activities Cash used in investing activities decreased primarily due to favorable changes in other investing activities and lower capital expenditures compared to the prior year. Other investing activities include cash proceeds from asset sales and strategic investment activity.
(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.
(2) ASP excludes off-invoice dealer incentives. (3) Percentages may not add due to rounding differences. (4) Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations. NM: Not meaningful.
Net revenues decreased primarily due to a reduction in average selling price per unit related to product mix and targeted price reductions, partially offset by an increase in unit volume. Adjusted EBITDA margin decreased primarily due to deleverage, higher warranty expense due to a favorable prior year trend, and operational challenges at the Winnebago branded towable business.
Net revenues decreased primarily due to lower unit volume and higher discounts and allowances related to the Winnebago motorhome business, partially offset by the introduction of the Grand Design motorhome business and product mix. Operating income margin decreased primarily due to higher discounts and allowances and volume deleverage associated with the Winnebago motorhome business.
Removed
Despite the current economic uncertainty, we believe in the long-term health of consumer demand for RV and marine products. 22 Table of Contents Other Matters During the fourth quarter of Fiscal 2024, we recognized a $30.3 million impairment charge equal to the full carrying value of goodwill associated with the Chris-Craft reporting unit.
Added
While market pressures have been observed across our portfolio, they have been most acute in our Winnebago motorhome business. As part of our transformation of this business, we have recently taken significant steps to lower field inventory, improve working capital, align our production schedule to market demand, and accelerate stronger product value for our consumers in the future.
Removed
The decline in fair value of the Chris-Craft reporting unit was driven primarily by a downward revision to forecasted cash flows made during the fourth quarter of Fiscal 2024 as part of our annual long range planning process, and a decline in market capitalization observed from guideline public companies.
Added
In addition, we are closely monitoring the potential impact of new or additional U.S. tariffs and retaliatory measures from other countries, which may affect material costs or supply. Despite the current economic uncertainty, we believe in the long-term health of consumer demand for RV and marine products.
Removed
Projected future cash flows for the Chris-Craft reporting unit have declined compared to prior expectations as a result of sustained macroeconomic challenges impacting consumer demand, such as inflationary pressures and elevated interest rates, and the current uncertainty regarding timing and degree of economic recovery.
Added
Segment Update In conjunction with the Grand Design RV entrance into the motorized RV category, we established a Grand Design motorhomes operating segment in the first quarter of Fiscal 2025. This newly created operating segment is included in the Motorhome RV reportable segment.
Removed
Refer to Note 7 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.
Added
Operating expenses decreased primarily due to prior year goodwill impairment and cost reduction initiatives in the current year, partially offset by investments to support the growth of the Grand Design motorhome and Barletta marine businesses. The loss on note repurchase recorded in Fiscal 2024 is related to the refinancing of the 2025 Convertible Notes.
Removed
During the second quarter of Fiscal 2024, we entered into separate, privately negotiated transactions with certain holders of the 2025 Convertible Notes to repurchase $240.7 million aggregate principal amount of the 2025 Convertible Notes using $293.8 million of the net proceeds received from the issuance of the 2030 Convertible Notes.
Added
Net revenues decreased primarily due to a shift in product mix toward lower price-point models and lower unit volume, partially offset by targeted price increases.
Removed
In connection with the 2025 Convertible Note repurchases, we recorded a loss on note repurchase of $32.7 million in the accompanying Consolidated Statements of Income during Fiscal 2024.
Added
(2) ASP excludes off-invoice dealer incentives. (3) Due to the nature of the Marine industry, this amount includes a higher proportion of retail sold units than our other segments. (4) Data is based on the latest information available from our dealer partners and is subject to timing of reporting and other limitations. NM: Not meaningful.
Removed
The loss on note repurchase represents the difference between the fair value of consideration transferred to the holders of the repurchased 2025 Convertible Notes and the conversion value of 2025 Convertible Notes repurchased pursuant to the original conversion terms.
Added
Net revenues increased primarily due to higher unit volume and targeted price increases, partially offset by product mix.
Removed
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 more information. 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.
Added
We paid $59.3 million in aggregate principal amount and $0.4 million in accrued interest to holders of the notes, fully settling the outstanding balance (the "2025 Convertible Note Maturity Settlement"). The settlement was funded with cash on hand, consistent with our stated intent, with no shares of common stock issued.
Removed
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 from period to period.
Added
During the fourth quarter of Fiscal 2025, we completed our annual assessment of indefinite-lived intangible assets and determined that there was no indication of impairment.
Removed
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.
Added
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.
Removed
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.
Removed
Included in "Results of Operations - Fiscal 2024 Compared to Fiscal 2023" is a reconciliation of EBITDA and Adjusted EBITDA from net income, the most directly comparable GAAP measure.
Removed
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.
Removed
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.
Removed
Examples of items excluded from Adjusted EBITDA include acquisition-related costs, litigation reserves, change in fair value of note receivable and other investments, contingent consideration fair value adjustment, goodwill impairment, loss on note repurchase, and non-operating income or loss.
Removed
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.
Removed
Operating expenses increased primarily due to the goodwill impairment charge associated with the Chris-Craft reporting unit, a full year of Lithionics operations and increased intangible amortization, start-up costs associated with the launch of the Grand Design motorized business, and strategic investments in engineering, digital technology development, and increased data and information technology capabilities, partially offset by lower incentive-based compensation.
Removed
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.
Removed
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.
Removed
Net revenues decreased primarily due to a decline in unit volume related to market conditions and higher levels of discounts and allowances, partially offset by price increases related to higher motorized chassis cost. Adjusted EBITDA margin decreased due to deleverage, higher warranty expense, and operational challenges, partially offset by cost containment efforts.
Removed
(2) ASP excludes off-invoice dealer incentives. (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.
Removed
(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 decreased primarily due to a decline in unit volume related to market conditions, and product mix. Adjusted EBITDA margin decreased due to deleverage, partially offset by lower incentive-based compensation and cost containment efforts.
Removed
As of August 31, 2024, we had $59.1 million of debt maturing in the next twelve months that is classified as current on our Consolidated Balance Sheets.
Removed
Interest payments are based on fixed interest rates for the 2030 Convertible Notes, the 2025 Convertible Notes, and the Senior Secured Notes.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed1 unchanged
Biggest changeInterest Rate Risk The ABL Credit Facility is our only floating rate debt instrument, which remains undrawn as of August 31, 2024. 32 Table of Contents
Biggest changeInterest Rate Risk The ABL Credit Facility is our only floating rate debt instrument, which remains undrawn as of August 30, 2025. 29 Table of Contents

Other WGO 10-K year-over-year comparisons