WINNEBAGO INDUSTRIES INC (Form: 10-Q, Received: 12/20/2018 12:55:34)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



	FORM 10-Q



(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 24, 2018



	or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the transition period from _________________ to _________________

	Commission File Number: 001-06403



WINNEBAGO INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)



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

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

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



Large accelerated filer x	Accelerated filer o	Non-accelerated filer o
Smaller reporting company o	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The number of shares of common stock, par value $0.50 per share, outstanding on December 14, 2018 was 32,025,628 .

Winnebago Industries, Inc.

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PART I.	FINANCIAL INFORMATION.	3
Item 1.	Condensed Consolidated Financial Statements.	3
	Condensed Consolidated Statements of Income and Comprehensive Income	3
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Cash Flows	5
	Condensed Consolidated Statements of Changes in Stockholders' Equity	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	26
Item 4.	Controls and Procedures.	27

PART II.	OTHER INFORMATION.
Item 1.	Legal Proceedings.	28
Item 1A.	Risk Factors.	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	28
Item 6.	Exhibits.	29

SIGNATURES		30

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PART I. FINANCIAL INFORMATION.

Item 1. Condensed Consolidated Financial Statements

Winnebago Industries, Inc.

Condensed Consolidated Statements of Income and Comprehensive Income

(Unaudited)



	Three Months Ended
(in thousands, except per share data)	November 24, 2018			November 25, 2017
Net revenues	$	493,648		$	450,021
Cost of goods sold	422,652			387,190
Gross profit	70,996			62,831
Selling, general, and administrative expenses	35,712			29,600
Amortization of intangible assets	2,659			2,055
Total operating expenses	38,371			31,655
Operating income	32,625			31,176
Interest expense	4,501			4,781
Non-operating income	(763		)	(123		)
Income before income taxes	28,887			26,518
Provision for income taxes	6,726			8,560
Net income	$	22,161		$	17,958

Income per common share:
Basic	$	0.70		$	0.57
Diluted	$	0.70		$	0.57

Weighted average common shares outstanding:
Basic	31,567			31,614
Diluted	31,814			31,772

Net income	$	22,161		$	17,958
Other comprehensive income (loss):
Amortization of net actuarial loss (net of tax of $3 and $4)	8			6
Change in fair value of interest rate swap (net of tax of $7 and $387)	(22		)	634
Total other comprehensive income (loss)	(14		)	640
Comprehensive income	$	22,147		$	18,598

See Notes to Condensed Consolidated Financial Statements .

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Winnebago Industries, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)



(in thousands, except per share data)	November 24, 2018			August 25, 2018
Assets
Current assets:
Cash and cash equivalents	$	702		$	2,342
Receivables, less allowance for doubtful accounts ($179 and $197, respectively)	140,837			164,585
Inventories	191,461			195,128
Prepaid expenses and other assets	10,256			9,883
Total current assets	343,256			371,938
Property, plant, and equipment, net	110,212			101,193
Other assets:
Goodwill	275,072			274,370
Other intangible assets, net	263,058			265,717
Investment in life insurance	26,651			28,297
Other assets	11,724			10,290
Total assets	$	1,029,973		$	1,051,805

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	79,687		$	81,039
Income taxes payable	13,212			15,655
Accrued expenses:
Accrued compensation	21,977			29,350
Product warranties	41,303			40,498
Self-insurance	13,381			12,262
Promotional	14,868			11,017
Accrued interest	3,026			3,095
Other	11,736			11,269
Total current liabilities	199,190			204,185
Non-current liabilities:
Long-term debt	253,262			291,441
Deferred income taxes	4,834			4,457
Unrecognized tax benefits	1,745			1,745
Deferred compensation benefits, net of current portion	14,214			15,282
Other	250			250
Total non-current liabilities	274,305			313,175
Contingent liabilities and commitments (Note 12)
Stockholders' equity:
Preferred stock, par value $0.01: Authorized-10,000 shares; Issued-none	—			—
Common stock, par value $0.50: Authorized-60,000 shares; Issued-51,776 shares	25,888			25,888
Additional paid-in capital	88,288			86,223
Retained earnings	787,794			768,816
Accumulated other comprehensive income	878			892
Treasury stock, at cost: 20,178 and 20,243 shares, respectively	(346,370		)	(347,374		)
Total stockholders' equity	556,478			534,445
Total liabilities and stockholders' equity	$	1,029,973		$	1,051,805

See Notes to Condensed Consolidated Financial Statements .

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Winnebago Industries, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)



	Three Months Ended
(in thousands)	November 24, 2018			November 25, 2017
Operating activities:
Net income	$	22,161		$	17,958
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	3,169			2,130
Amortization of intangibles assets	2,659			2,055
Amortization of debt issuance costs	394			437
Last in, first-out expense	597			299
Stock-based compensation	2,472			823
Deferred income taxes	382			1,665
Other, net	(570		)	97
Change in assets and liabilities:
Receivables	23,748			7,675
Inventories	3,070			(9,821		)
Prepaid expenses and other assets	68			(936		)
Accounts payable	(799		)	(2,443		)
Income taxes and unrecognized tax benefits	(2,443		)	6,447
Accrued expenses and other liabilities	(737		)	3,072
Net cash provided by operating activities	54,171			29,458

Investing activities:
Purchases of property and equipment	(12,771		)	(5,357		)
Acquisition of business, net of cash acquired	(702		)	—
Proceeds from the sale of property	—			92
Other, net	311			(57		)
Net cash used in investing activities	(13,162		)	(5,322		)

Financing activities:
Borrowings on credit agreement	133,711			—
Repayments of credit agreement	(172,229		)	(4,250		)
Payments of cash dividends	(3,183		)	—
Payments for repurchases of common stock	(948		)	(1,363		)
Net cash used in financing activities	(42,649		)	(5,613		)

Net (decrease) increase in cash and cash equivalents	(1,640		)	18,523
Cash and cash equivalents at beginning of year	2,342			35,945
Cash and cash equivalents at end of year	$	702		$	54,468

Supplement cash flow disclosure:
Income taxes paid, net	$	8,778		$	322
Interest paid	$	3,736		$	4,548
Non-cash transactions:
Capital expenditures in accounts payable	$	145		$	379
Accrued dividends	$	—		$	3,187

See Notes to Condensed Consolidated Financial Statements .

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Winnebago Industries, Inc.

Condensed Consolidated Statements of Changes in Stockholders' Equity

(Unaudited)



(in thousands, except per share data)	Common Shares			Additional paid-in capital			Retained earnings			Accumulated Other Comprehensive Income (Loss)			Treasury Stock					Total stockholders' equity
(in thousands, except per share data)	Number	Amount		Additional paid-in capital			Retained earnings			Accumulated Other Comprehensive Income (Loss)			Number		Amount			Total stockholders' equity
Balance, August 26, 2017	51,776	$	25,888	$	80,401		$	679,138		$	(1,023	)	(20,183	)	$	(342,730	)	$	441,674
Stock-based compensation, net of forfeitures	—	—		804			—			—			1		19			823
Issuance of restricted stock	—	—		(1,165		)	—			—			74		1,251			86
Repurchase of common stock	—	—		—			—			—			(32	)	(1,363		)	(1,363		)
Common stock dividends; $0.10 per share	—	—		—			(3,187		)	—			—		—			(3,187		)
Actuarial loss, net of $4 tax	—	—		—			—			6			—		—			6
Change in fair value of interest rate swap, net of $387 tax	—	—		—			—			634			—		—			634
Net income	—	—		—			17,958			—			—		—			17,958
Balance, November 25, 2017	51,776	$	25,888	$	80,040		$	693,909		$	(383	)	(20,140	)	$	(342,823	)	$	456,631

Balance, August 25, 2018	51,776	$	25,888	$	86,223		$	768,816		$	892		(20,243	)	$	(347,374	)	$	534,445
Stock-based compensation, net of forfeitures	—	—		2,448			—			—			2		41			2,489
Issuance of restricted stock	—	—		(383		)	—			—			111		1,911			1,528
Repurchase of common stock	—	—		—			—			—			(48	)	(948		)	(948		)
Common stock dividends; $0.10 per share	—	—		—			(3,183		)	—			—		—			(3,183		)
Actuarial loss, net of $3 tax	—	—		—			—			8			—		—			8
Change in fair value of interest rate swap, net of $7 tax	—	—		—			—			(22		)	—		—			(22		)
Net income	—	—		—			22,161			—			—		—			22,161
Balance, November 24, 2018	51,776	$	25,888	$	88,288		$	787,794		$	878		(20,178	)	$	(346,370	)	$	556,478

See Notes to Condensed Consolidated Financial Statements .

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Winnebago Industries, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 : Basis of Presentation

Unless the context otherwise requires, the use of the terms "Winnebago Industries," "WGO," "we," "us," and "our" in these Notes to Condensed Consolidated Financial Statements refers to Winnebago Industries, Inc. and its wholly-owned subsidiaries.

In the opinion of management, the accompanying Condensed Consolidated Financial Statements contain all adjustments necessary for a fair presentation as prescribed by accounting principles generally accepted in the United States (“GAAP”). All adjustments were comprised of normal recurring adjustments, except as noted in these Notes to Condensed Consolidated Financial Statements .

The interim Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended August 25, 2018 .

Fiscal Period

We follow a 52-/53-week fiscal year, ending the last Saturday in August. Fiscal 2019 is a 53 -week year, while Fiscal 2018 was a 52 -week year. The extra (53rd) week in Fiscal 2019 will be recognized in our fourth quarter.

Subsequent Events

In preparing the accompanying unaudited Condensed Consolidated Financial Statements , we evaluated subsequent events for potential recognition and disclosure through the date of this filing. There were no material subsequent events, except for those listed below.

2019 Omnibus Incentive Plan

On December 11, 2018, our shareholders approved the Winnebago Industries, Inc. 2019 Omnibus Incentive Plan as detailed in our Proxy Statement for the 2018 Annual Meeting of Shareholders.

Dividend

On December 12, 2018, our Board of Directors approved a quarterly cash dividend of $0.11 per share payable on January 23, 2019 to common stockholders of record at the close of business on January 9, 2019.

New Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update (“ASU”) 2016-02, Leases (Topic 842) , which requires an entity to recognize both assets and liabilities arising from financing and operating leases, along with additional qualitative and quantitative disclosures. This ASU and the related amendments must be adopted on a modified retrospective basis to either each prior reporting period presented or as of the beginning of the period of adoption. Based on the effective dates, we expect to adopt the new guidance in the first quarter of Fiscal 2020. We are currently evaluating the impact of the adoption on our consolidated financial statements.

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) , which improves the financial reporting of hedging relationships to better portray the economic results of an entity's risk management activities in its financial statements. ASU 2017-12 is effective for annual reporting periods beginning after December 15, 2018 (our Fiscal 2020), including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements.

Recently Adopted Accounting Pronouncements

In the first quarter of Fiscal 2019 , we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) , which establishes a comprehensive five-step model for the recognition of revenue from contracts with customers. This model is based on the core principle that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. We elected the modified retrospective method of adoption, which we applied to contracts not completed as of the initial date of adoption. Application of the transition requirements had no material impact on operations or beginning retained earnings. While changes to certain control processes and procedures were updated for this adoption, the changes did not have a material impact to our internal control financial reporting framework.

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Also in the first quarter of Fiscal 2019 , we retrospectively adopted ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments (Topic 230) , which provides guidance for eight specific cash flow issues with the objective of reducing the existing diversity in practice. The adoption of this standard did not materially impact our statements of cash flows, and no cash flow reclassifications were required for the prior period.

Note 2 : Business Segments

In the fourth quarter of Fiscal 2018, we revised our segment presentation. We have five operating segments: 1) Winnebago motorhomes, 2) Winnebago towables, 3) Grand Design towables, 4) Winnebago specialty vehicles, and 5) Chris-Craft marine. We evaluate performance based on each operating segment's Adjusted EBITDA, as defined below, which excludes certain corporate administration expenses and non-operating income and expense.

Our two reportable segments include: 1) Motorhome (comprised of products that include a motorized chassis as well as other related manufactured products and services) and 2) Towable (comprised of products which are not motorized and are generally towed by another vehicle as well as other related manufactured products and services), which is an aggregation of the Winnebago towables and Grand Design towables operating segments.

The Corporate / All Other category includes the Winnebago specialty vehicles and Chris-Craft marine operating segments as well as expenses related to certain corporate administration expenses for the oversight of the enterprise. These expenses include items such as corporate leadership and administration costs. Previously, these expenses were allocated to each operating segment.

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

Prior period segment information has been reclassified to conform to the current reportable segment presentation. The reclassifications included removing the corporate administration expenses from both the Motorhome and Towable reportable segments and removing Winnebago specialty vehicles from the Motorhome reportable segment, as we began to dedicate leadership and focus on these operations separately from our Winnebago motorhomes operations.

Our chief operating decision maker ("CODM") is our Chief Executive Officer. Our CODM relies on internal management reporting that analyzes consolidated results to the net earnings level and operating segment's Adjusted EBITDA. Our CODM has ultimate responsibility for enterprise decisions. Our CODM determines, in particular, resource allocation for, and monitors the performance of, the consolidated enterprise, the Motorhome segment, and the Towable segment. The Motorhome segment management and Towable segment management have responsibility for operating decisions, allocating resources, and assessing performance within their respective segments. The accounting policies of both reportable segments are the same and are described in Note 1, Summary of Significant Accounting Policies , of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended August 25, 2018 .

We evaluate the performance of our reportable segments based on Adjusted EBITDA. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation and amortization expense, and other adjustments made in order to present comparable results from period to period. Examples of items excluded from Adjusted EBITDA include acquisition-related costs and non-operating income.

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The following table shows information by reportable segment:



	Three Months Ended
(in thousands)	November 24, 2018			November 25, 2017
Net Revenues
Motorhome	$	181,328		$	188,197
Towable	292,833			259,665
Corporate / All Other	19,487			2,159
Consolidated	$	493,648		$	450,021

Adjusted EBITDA
Motorhome	$	11,976		$	4,900
Towable	30,828			33,392
Corporate / All Other	(4,351		)	(2,881		)
Consolidated	$	38,453		$	35,411

Capital Expenditures
Motorhome	$	3,192		$	3,107
Towable	8,877			2,250
Corporate / All Other	702			—
Consolidated	$	12,771		$	5,357

(in thousands)	November 24, 2018			August 25, 2018
Total Assets
Motorhome	$	303,984		$	322,048
Towable	624,445			626,588
Corporate / All Other	101,544			103,169
Consolidated	$	1,029,973		$	1,051,805

Reconciliation of net income to consolidated Adjusted EBITDA:



	Three Months Ended
(in thousands)	November 24, 2018			November 25, 2017
Net income	$	22,161		$	17,958
Interest expense	4,501			4,781
Provision for income taxes	6,726			8,560
Depreciation	3,169			2,130
Amortization of intangible assets	2,659			2,055
EBITDA	39,216			35,484
Acquisition-related costs	—			50
Non-operating income	(763		)	(123		)
Adjusted EBITDA	$	38,453		$	35,411

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Note 3 : Revenue

The following table disaggregates revenue by reportable segment and product category:



	Three Months Ended
(in thousands)	November 24, 2018		November 25, 2017
Net Revenues
Motorhome:
Class A	$	48,678	$	74,205
Class B	68,720		29,120
Class C	56,142		76,775
Other ⁽¹⁾	7,788		8,097
Total Motorhome	181,328		188,197
Towable:
Fifth Wheel	162,749		144,114
Travel Trailer	125,626		112,725
Other ⁽¹⁾	4,458		2,826
Total Towable	292,833		259,665
Corporate / All Other:
Other ⁽²⁾	19,487		2,159
Total Corporate / All Other	19,487		2,159
Consolidated	$	493,648	$	450,021


(1)	Relates to parts and accessories and services.


(2)	Relates to marine and specialty vehicle units, parts and accessories, and services.

We generate all of our operating revenue from contracts with customers. Our primary source of revenue is generated through the sale of manufactured motorized units, non-motorized towable units, and marine units to our independent dealer network (our customer). We also generate income through the sale of certain parts and services, acting as the principal in these arrangements. We apply the new revenue standard requirements to a portfolio of contracts (or performance obligations) with similar characteristics for transactions where it is expected that the effects on the financial statements of applying the revenue recognition guidance to the portfolio would not differ materially from applying this guidance to the individual contracts (or performance obligations) within that portfolio. Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the transaction price consideration that we expect to receive in exchange for those goods or services. Control refers to the ability of the customer to direct the use of, and obtain substantially all of, the remaining benefits from the goods or services. Our transaction price consideration is fixed, unless otherwise disclosed below as variable consideration. We made an accounting policy election so that our revenue excludes sales and usage-based taxes collected.

Unit revenue

Unit revenue is recognized at a point-in-time when control passes, which generally occurs when the unit is shipped or picked-up from our manufacturing facilities to the customer, which is consistent with our past practice. Our payment terms are typically at the point of shipment, and do not include a significant financing component. The amount of consideration received and recorded to revenue varies with changes in marketing incentives and offers to our customers. These marketing incentives and offers to our customers are considered variable consideration. We adjust the estimate of revenue at the earlier of when the most likely amount of consideration we expect to receive changes or when the consideration becomes fixed.

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

We do not have material contract assets or liabilities. We establish allowances for uncollectible receivables based on historical collection trends and write-off history.

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Concentration of Risk

None of our dealer organizations accounted for more than 10% of our net revenue for the first quarter of Fiscal 2019 or the first quarter of 2018 .

Note 4 : Derivatives, Investments, and Fair Value Measurements

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

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

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

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

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


•	Quoted prices for similar assets or liabilities in active markets;


•	Quoted prices for identical or similar assets in nonactive markets;


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


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

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

The following tables set forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis at November 24, 2018 and August 25, 2018 according to the valuation techniques we used to determine their fair values:



	Fair Value at		Fair Value Hierarchy
(in thousands)	November 24, 2018		Level 1		Level 2		Level 3
Assets that fund deferred compensation:
Domestic equity funds	$	996	$	928	$	68	$	—
International equity funds	141		100		41		—
Fixed income funds	215		61		154		—
Interest rate swap contract	1,930		—		1,930		—
Total assets at fair value	$	3,282	$	1,089	$	2,193	$	—



	Fair Value at		Fair Value Hierarchy
(in thousands)	August 25, 2018		Level 1		Level 2		Level 3
Assets that fund deferred compensation:
Domestic equity funds	$	1,143	$	1,114	$	29	$	—
International equity funds	139		120		19		—
Fixed income funds	223		132		91		—
Interest rate swap contract	1,959		—		1,959		—
Total assets at fair value	$	3,464	$	1,366	$	2,098	$	—

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

Assets that fund deferred compensation

Our assets that fund deferred compensation are marketable equity securities measured at fair value using quoted market prices and primarily consist of equity-based mutual funds. These securities are primarily classified as Level 1 as they are traded in an active market for which closing stock prices are readily available. These securities fund the Executive Share Option Plan and the Executive Deferred Compensation Plan. Refer to Note 10, Employee and Retiree Benefits , of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended August 25, 2018 for additional information regarding these plans.

The proportion of the assets that will fund options which expire within a year are included in Prepaid expenses and other assets in the accompanying Condensed Consolidated Balance Sheets . The remaining assets are classified as non-current and are included in Other assets .

Interest Rate Swap Contract

Under the terms of our Credit Agreement, as defined in Note 9 , Long-Term Debt , we were previously required to hedge a portion of the floating interest rate exposure. In accordance with this requirement, on January 23, 2017, we entered into an interest rate swap contract, which effectively fixed our interest rate on our $300.0 million term loan agreement ("Term Loan") for a notional amount that reduces each December during the swap contract. As of November 24, 2018 , we had $170.0 million of our Term Loan fixed at an interest rate of 5.32% . As of August 25, 2018 , we had $170.0 million of our Term Loan fixed at an interest rate of 5.32% . The swap contract expires on December 8, 2020.

The fair value of the interest rate swap is classified as Level 2 as it is corroborated based on observable market data. The asset is included in Other assets on the Condensed Consolidated Balance Sheets . The change in value was predominately recorded to Accumulated other comprehensive income on the Condensed Consolidated Balance Sheets since the interest rate swap has been designated for hedge accounting.

Assets and Liabilities that are measured at Fair Value on a Nonrecurring Basis

Our non-financial assets, which include goodwill, intangible assets, and property, plant and equipment, are not required to be measured at fair value on a recurring basis. However, if certain triggering events occur, or if an annual impairment test is required, we must evaluate the non-financial asset for impairment. If an impairment has occurred, the asset is required to be recorded at the estimated fair value. No impairments were recorded for non-financial assets in the first quarter of Fiscal 2019 or the first quarter of 2018 .

Fair Value of Financial Instruments

Our financial instruments, other than those presented in the disclosures above, include cash, receivables, accounts payable, other payables, and long-term debt. The fair values of cash, receivables, accounts payable, and other payables approximated carrying values because of the short-term nature of these instruments. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy. See Note 9 , Long-Term Debt , for information about the fair value of our long-term debt.

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Note 5 : Inventories

Inventories consist of the following:



(in thousands)	November 24, 2018		August 25, 2018
Finished goods	$	44,602	$	26,513
Work-in-process	75,072		68,339
Raw materials	111,147		139,039
Total	230,821		233,891
Less last-in, first-out ("LIFO") reserve	39,360		38,763
Inventories	$	191,461	$	195,128

Inventory valuation methods consist of the following:



(in thousands)	November 24, 2018		August 25, 2018
LIFO basis	$	178,377	$	176,215
First-in, first-out basis	52,444		57,676
Total	$	230,821	$	233,891

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

Note 6 : Property, Plant, and Equipment

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



(in thousands)	November 24, 2018		August 25, 2018
Land	$	6,747	$	6,747
Buildings and building improvements	102,478		94,622
Machinery and equipment	107,839		105,663
Software	24,920		23,388
Transportation	8,845		8,837
Property, plant, and equipment, gross	250,829		239,257
Less accumulated depreciation	140,617		138,064
Property, plant, and equipment, net	$	110,212	$	101,193

Depreciation expense was $3.2 million and $2.1 million during the first quarters of Fiscal 2019 and 2018 , respectively.

Note 7 : Goodwill and Intangible Assets

The changes in the carrying amount of goodwill by segment were as follows for the first quarters of Fiscal 2019 and 2018 :



(in thousands)	Towable		Corporate / All Other		Total
Balance, August 26, 2017	$	242,728	$	—	$	242,728
Grand Design purchase price adjustment ⁽¹⁾	1,956		—		1,956
Balance, November 25, 2017	$	244,684	$	—	$	244,684

Balance, August 25, 2018	$	244,684	$	29,686	$	274,370
Chris-Craft purchase price adjustment ⁽²⁾	—		702		702
Balance, November 24, 2018	$	244,684	$	30,388	$	275,072


(1)	Refer to Note 2, Business Combinations , of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended August 25, 2018 for additional information.

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(2)	Purchase price adjustment made for working capital. For additional information related to the acquisition of Chris-Craft USA, Inc., refer to Note 2, Business Combinations , of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended August 25, 2018 .

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



		November 24, 2018				August 25, 2018
(in thousands)	Weighted Average Life-Years	Cost		Accumulated Amortization		Cost		Accumulated Amortization
Trade names	Indefinite	$	177,250			$	177,250
Dealer networks	12.2	95,581		$	14,288	95,581		$	12,328
Backlog	0.5	19,527		19,527		19,527		19,135
Non-compete agreements	4.1	5,347		2,330		5,347		2,084
Leasehold interest-favorable	8.1	2,000		502		2,000		441
Other intangible assets, gross		299,705		36,647		299,705		33,988
Less accumulated amortization		36,647				33,988
Other intangible assets, net		$	263,058			$	265,717

The weig hted average remaining amortization period for intangible assets as of November 24, 2018 was approximatel y 11 years.

Remaining estimated aggregate annual amortization expense by fiscal year is as follows:



(in thousands)	Amount
Fiscal 2019	$	6,828
Fiscal 2020	9,032
Fiscal 2021	9,032
Fiscal 2022	8,405
Fiscal 2023	8,197
Thereafter	44,314
Total amortization expense remaining	$	85,808

Note 8 : Warranty

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

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

Changes in our product warranty liability are as follows:



	Three Months Ended
(in thousands)	November 24, 2018			November 25, 2017
Balance at beginning of period	$	40,498		$	30,805
Provision	10,757			9,953
Claims paid	(9,952		)	(8,258		)
Balance at end of period	$	41,303		$	32,500

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Note 9 : Long-Term Debt

On November 8, 2016 , we entered into a $125.0 million credit facility ("ABL") and a $300.0 million Term Loan with JPMorgan Chase Bank, N.A. ("Credit Agreement"). On December 8, 2017, we amended our Credit Agreement, which decreased the interest rate spread on the Term Loan and the ABL. As of September 21, 2018 , the amount that may be borrowed under the ABL was increased to $165.0 million .

The Credit Agreement contains certain financial covenants. As of November 24, 2018 , we are in compliance with all financial covenants of the Credit Agreement.

The components of long-term debt are as follows:



(in thousands)	November 24, 2018			August 25, 2018
ABL	$	14		$	38,532
Term Loan	260,000			260,000
Long-term debt, excluding debt issuance costs	260,014			298,532
Debt issuance cost, net	(6,752		)	(7,091		)
Long-term debt	$	253,262		$	291,441

The fair value of long-term debt, excluding debt issuance costs, approximated the carrying values as of November 24, 2018 and August 25, 2018 as interest is at variable market rates.

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



(in thousands)	Amount
Fiscal 2019	$	—
Fiscal 2020	10,250
Fiscal 2021	15,000
Fiscal 2022	15,000
Fiscal 2023	219,750
Total Term Loan	$	260,000

Note 10 : Employee and Retiree Benefits

Deferred compensation liabilities are as follows:



(in thousands)	November 24, 2018		August 25, 2018
Non-qualified deferred compensation	$	14,187	$	14,831
Supplemental executive retirement plan	2,324		2,309
Executive share option plan	736		935
Executive deferred compensation plan	548		421
Officer stock-based compensation	—		1,528
Deferred compensation benefits	17,795		20,024
Less current portion ⁽¹⁾	3,581		4,742
Deferred compensation benefits, net of current portion	$	14,214	$	15,282

(1) Included in Accrued compensation on the Condensed Consolidated Balance Sheets .

Note 11 : Stock-Based Compensation

We have a 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (as amended, the "Plan") in place as approved by shareholders, which allows us to grant or issue non-qualified stock options, incentive stock options, share awards, and other equity compensation to key employees and to non-employee directors.

Beginning with our annual grant of restricted stock units in October 2018, we attach dividend equivalents to our restricted stock units equal to dividends payable on the same number of shares of WGO common stock during the applicable period. Dividend

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equivalents, settled in cash, accrue on restricted stock unit awards during the vesting period. No dividend equivalents are paid on any restricted stock units that are forfeited prior to the vesting date.

Stock-based compensation expense was $2.5 million and $0.8 million during the first quarters of Fiscal 2019 and 2018 , respectively. Compensation expense is recognized over the requisite service period of the award.

Note 12 : Contingent Liabilities and Commitments

Repurchase Commitments

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

Our repurchase agreements generally provide that, in the event of default by the dealer on the agreement to pay the lending institution, we will repurchase the financed merchandise. The terms of these agreements, which generally can last up to 24 months , provide that our liability will be the lesser of remaining principal owed by the dealer to the lending institution, or dealer invoice less periodic reductions based on the time since the date of the original invoice. Our liability cannot exceed 100% of the dealer invoice. In certain instances, we also repurchase inventory from our dealers due to state law or regulatory requirements that govern voluntary or involuntary relationship terminations. Although laws vary from state to state, some states have laws in place that require manufacturers of recreational vehicles or boats to repurchase current inventory if a dealership exits the business. Our total contingent liability on all repurchase agreements was approximately $933.4 million and $879.0 million at November 24, 2018 and August 25, 2018 .

Repurchased sales are not recorded as a revenue transaction, but the net difference between the original repurchase price and the resale price are recorded against the loss reserve, which is a deduction from gross revenue. Our loss reserve for repurchase commitments contains uncertainties because the calculation requires management to make assumptions and apply judgment regarding a number of factors. Our risk of loss related to these repurchase commitments is significantly reduced by the potential resale value of any products that are subject to repurchase and is spread over numerous dealers and lenders. The aggregate contingent liability related to our repurchase agreements represents all financed dealer inventory at the period reporting date subject to a repurchase agreement, net of the greater of periodic reductions per the agreement or dealer principal payments. Based on these repurchase agreements and our historical loss experience, we establish an associated loss reserve which is included in Accrued expenses: Other on the Condensed Consolidated Balance Sheets . Our accrued losses on repurchases were $0.9 million and $0.9 million at November 24, 2018 and August 25, 2018 , respectively. Repurchase risk is affected by the credit worthiness of our dealer network, and we do not believe there is a reasonable likelihood that there will be a material change in the estimates or assumptions used to establish the loss reserve for repurchase commitments.

There was no material activity related to repurchase agreements during the three months ended November 24, 2018 and November 25, 2017 .

Litigation

We are involved in various legal proceedings which are ordinary and routine litigation incidental to our business, some of which are covered in whole or in part by insurance. While we believe the ultimate disposition of litigation will not have material adverse effect on our financial position, results of operations or liquidity, there exists the possibility that such litigation may have an impact on our results for a particular reporting period in which litigation effects become probable and reasonably estimable. Though we do not believe there is a reasonable likelihood that there will be a material change related to these matters, litigation is subject to inherent uncertainties and management’s view of these matters may change in the future.

Note 13 : Income Taxes

We account for income taxes under ASC 740, Income Taxes . The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our financial statements or tax returns.

Our effective tax rate decreased to 23.3% for the three months ended November 24, 2018 from 32.3% for the three months ended November 25, 2017 due primarily to the enactment of the 2017 Tax Cuts and Jobs Act ("Tax Act") on December 22, 2017. The rate reduction was primarily due to the Tax Act decrease in the Federal rate offset by the repeal of the domestic production activities deduction and by a reduced benefit from stock-based compensation activity in the current quarter.

ASU 2018-05, Income Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 , provided guidance for companies that allows for a measurement period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts under ASC 740, Income Taxes . In accordance with this guidance, a company must reflect the income tax effect of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that

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a company's accounting for certain income tax effects of the Tax Act is incomplete, but it is able to determine a reasonable estimate, the company must record a provisional estimate in the financial statements.

In accordance with ASC 740, we recorded non-cash provisional estimates to income tax expense in Fiscal 2018 as a result of revaluing all deferred tax assets and liabilities at the newly enacted Federal corporate income tax rate. We have not made any measurement period adjustments related to these items during the first three months of Fiscal 2019 and are materially complete in analyzing and recording all aspects of the enactment of the Tax Act.

We file a U.S. Federal tax return as well as returns in various international and state jurisdictions. Although certain years are no longer subject to examination by the Internal Revenue Service ("IRS") and various state taxing authorities, net operating loss carryforwards generated in those years may still be adjusted upon examination by the IRS or state taxing authorities. As of November 24, 2018 , our Federal returns from Fiscal 2015 to present continue to be subject to review by the IRS. With limited exception, our state returns from Fiscal 2014 to present continue to be subject to review by the state taxing jurisdictions. Several years may lapse before an uncertain tax position is audited and finally resolved, and it is difficult to predict the outcome of such audits.

It is our policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense. Total reserves for uncertain tax positions were not material.

Note 14 : Income Per Share

The following table reflects the calculation of basic and diluted income per share:



	Three Months Ended
(in thousands, except per share data)	November 24, 2018		November 25, 2017
Numerator
Net income	$	22,161	$	17,958

Denominator
Weighted average common shares outstanding	31,567		31,614
Dilutive impact of stock compensation awards	247		158
Weighted average common shares outstanding, assuming dilution	31,814		31,772

Anti-dilutive securities excluded from Weighted average common shares outstanding, assuming dilution	90		73

Basic income per common share	$	0.70	$	0.57
Diluted income per common share	$	0.70	$	0.57

Anti-dilutive securities were not included in the computation of diluted income per common share because they are considered anti-dilutive under the treasury stock method.

Note 15 : Accumulated Other Comprehensive Income (Loss)

Changes in Accumulated Other Comprehensive Income ("AOCI") by component, net of tax, were:



	Three Months Ended
	November 24, 2018									November 25, 2017
(in thousands)	Defined Benefit Pension Items			Interest Rate Swap			Total			Defined Benefit Pension Items			Interest Rate Swap			Total
Balance at beginning of period	$	(591	)	$	1,483		$	892		$	(509	)	$	(514	)	$	(1,023	)
Other comprehensive income before reclassifications	—			(22		)	(22		)	—			634			634
Amounts reclassified from AOCI	8			—			8			6			—			6
Net current-period OCI	8			(22		)	(14		)	6			634			640
Balance at end of period	$	(583	)	$	1,461		$	878		$	(503	)	$	120		$	(383	)

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



		Three Months Ended
(in thousands)	Location on Consolidated Statements of Income and Comprehensive Income	November 24, 2018		November 25, 2017
Amortization of net actuarial loss	SG&A	$	8	$	6

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Unless the context otherwise requires, the use of the terms "Winnebago Industries," "we," "us," and "our" refers to Winnebago Industries, Inc. and its wholly-owned subsidiaries.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is intended to provide a reader of our financial statements with a narrative from the perspective of our management on our financial condition, results of operations, liquidity, and certain other factors that may affect our future results. Unless otherwise noted, transactions and other factors significantly impacting our financial condition, results of operations, and liquidity are discussed in order of magnitude.

Our MD&A should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended August 25, 2018 , (including the information presented therein under Risk Factors), as well as our reports on Forms 10-Q and 8-K and other publicly available information. All amounts herein are unaudited.

Overview

Winnebago Industries, Inc. is one of the leading U.S. manufacturers with a diversified portfolio of recreation vehicles ("RV"s) and marine products used primarily in leisure travel and outdoor recreation activities. We produce our motorhome units in manufacturing facilities in Iowa and Oregon; our towable units in Indiana; and our marine units in Florida. We distribute our RV and marine products primarily through independent dealers throughout the U.S. and Canada, who then retail the products to the end consumer. We also distribute our marine products internationally through independent dealers, who then retail the products to the end consumer.

Non-GAAP Reconciliation

This MD&A includes financial information prepared in accordance with accounting principles generally accepted in the U.S. ("GAAP"), as well as certain adjusted or non-GAAP financial measures such as EBITDA and Adjusted EBITDA. EBITDA is defined as net income before interest expense, provision for income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as net income before interest expense, provision for income taxes, depreciation and amortization expense, and other adjustments made in order to present comparable results from period to period. These non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, have been provided as information supplemental and in addition to the financial measures presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented herein. The non-GAAP financial measures presented may differ from similar measures used by other companies.

Refer to the Consolidated Performance Summary within Results of Operations - First Three Months of Fiscal 2019 Compared to the First Three Months of Fiscal 2018 for a detailed reconciliation of items that impacted EBITDA and Adjusted EBITDA. We have included this non-GAAP performance measure as a comparable measure to illustrate the effect of non-recurring transactions occurring during the reported periods and improve comparability of our results from period to period. We believe Adjusted EBITDA provides meaningful supplemental information about our operating performance because this measure excludes amounts that we do not consider part of our core operating results when assessing our performance. Examples of items excluded from Adjusted EBITDA include acquisition-related costs and non-operating income.

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 is used by management in its assessments of performance and in forecasting and budgeting for our company; (d) to evaluate potential acquisitions; and (e) to ensure compliance with covenants and restricted activities under the terms of our Credit Agreement. We believe these non-GAAP financial measures are frequently used by securities analysts, investors, and other interested parties to evaluate companies in our industry.

Reportable Segments

In the fourth quarter of Fiscal 2018 , we revised our segment presentation. We have five operating segments: 1) Winnebago motorhomes, 2) Winnebago towables, 3) Grand Design towables, 4) Winnebago specialty vehicles, and 5) Chris-Craft marine. We evaluate performance based on each operating segment's Adjusted EBITDA, as defined above, which excludes certain corporate administration expenses and non-operating income and expense.

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Prior year segment information has been reclassified to conform to the current reportable segment presentation. The reclassifications included removing the corporate administration expenses from both the Motorhome and Towable reportable segments and removing Winnebago specialty vehicles from the Motorhome reportable segment, as we began to dedicate leadership and focus on these operations separately from our Winnebago motorhomes operations.

Industry Trends

Key reported statistics for the North American RV industry are as follows:


•	Wholesale unit shipments: RV product delivered to the dealers, which is reported monthly by the Recreation Vehicle Industry Association ("RVIA")


•	Retail unit registrations: consumer purchases of RVs from dealers, which is reported by Stat Surveys

We track RV Industry conditions using these key statistics to monitor trends and evaluate and understand our performance relative to the overall industry. The rolling twelve months shipment and retail information for 2018 and 2017, as noted below, illustrates that the RV industry continues to grow at the wholesale and retail level. We believe retail demand is the key driver to continued growth in the industry.



	US and Canada Industry
	Wholesale Unit Shipments per RVIA						Retail Unit Registrations per Stat Surveys
	Rolling 12 Months through October						Rolling 12 Months through October
	2018	2017	Unit Change		% Change		2018	2017	Unit Change	% Change
Motorhome ⁽¹⁾	59,947	61,421	(1,474	)	(2.4	)%	57,829	56,758	1,071	1.9	%
Towable ⁽²⁾	428,489	420,857	7,632		1.8	%	414,898	390,912	23,986	6.1	%
Combined	488,436	482,278	6,158		1.3	%	472,727	447,670	25,057	5.6	%


(1)	Motorhome: Class A, B and C products.


(2)	Towable: Fifth wheel and travel trailer products.

The most recent RVIA wholesale shipment forecasts for calendar year 2019, as noted in the table below, indicate that industry shipments are most likely expected to decline in 2019. The RV sales outlook is based on anticipated increases in inflation and interest rates and rising costs of production, partially offset by strong job and wage growth.



	Calendar Year
Wholesale Unit Shipment Forecast per RVIA ⁽¹⁾	2019 Forecast	2018 Actual	Unit Change		% Change
Aggressive	466,000	479,000	(13,000	)	(2.7	)%
Most likely	453,200	479,000	(25,800	)	(5.4	)%
Conservative	439,800	479,000	(39,200	)	(8.2	)%


(1)	Prepared by Dr. Richard Curtin of the University of Michigan Consumer Survey Research Center for RVIA and reported in the Roadsigns RV Winter 2018 Industry Forecast Issue.

Market Share

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



	Rolling 12 Months through October				Calendar Year
US and Canada	2018		2017 ⁽¹⁾		2017 ⁽¹⁾		2016		2015
Motorhome A, B, C	15.6	%	16.3	%	16.2	%	18.0	%	20.5	%
Travel trailer and fifth wheels	7.7	%	6.0	%	6.1	%	1.7	%	0.9	%


(1)	Includes retail unit market share for Grand Design since its acquisition on November 8, 2016.

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Facility Expansion

During Fiscal 2017, our Board of Directors approved two large facility expansion projects to increase production capacity in the fast growing Towable segment. The Grand Design expansion project consisted of two new production facilities, which were completed in Fiscal 2018. The facility expansion in the Winnebago towables division is expected to be completed in the first half of Fiscal 2019.

Enterprise Resource Planning System

In the second quarter of Fiscal 2015, our Board of Directors approved the strategic initiative of implementing an enterprise resource planning ("ERP") system to replace our legacy business applications. The new ERP platform will provide better support for our changing business needs and plans for future growth. Our initial cost estimates have grown for additional needs of the business, such as the opportunity to integrate the ERP system with additional manufacturing systems. The project includes software, external implementation assistance, and increased internal staffing directly related to this initiative. We anticipate that approximately 40% of the cost will be expensed in the period incurred and 60% will be capitalized and depreciated over its useful life.

The following table illustrates the cumulative project costs:



	Three Months Ended		Fiscal Year
(in thousands)	November 24, 2018		2018		2017		2016		2015		Cumulative Investment
Capitalized	$	1,533	$	5,941	$	1,881	$	7,798	$	3,291	$	20,444	58.8	%
Expensed	1,151		2,107		2,601		5,930		2,528		14,317		41.2	%
Total	$	2,684	$	8,048	$	4,482	$	13,728	$	5,819	$	34,761	100.0	%

Results of Operations - First Three Months of Fiscal 2019 Compared to the First Three Months of Fiscal 2018

Consolidated Performance Summary

The following is an analysis of changes in key items included in the consolidated statements of income and comprehensive income for the three months ended November 24, 2018 compared to the three months ended November 25, 2017 :



	Three Months Ended
(in thousands, except percent and per share data)	November 24, 2018			% of Revenues ⁽¹⁾		November 25, 2017			% of Revenues ⁽¹⁾		$ Change			% Change
Net revenues	$	493,648		100.0	%	$	450,021		100.0	%	$	43,627		9.7	%
Cost of goods sold	422,652			85.6	%	387,190			86.0	%	35,462			9.2	%
Gross profit	70,996			14.4	%	62,831			14.0	%	8,165			13.0	%
Selling, general, and administrative expenses	35,712			7.2	%	29,600			6.6	%	6,112			20.6	%
Amortization of intangible assets	2,659			0.5	%	2,055			0.5	%	604			29.4	%
Total operating expenses	38,371			7.8	%	31,655			7.0	%	6,716			21.2	%
Operating income	32,625			6.6	%	31,176			6.9	%	1,449			4.6	%
Interest expense	4,501			0.9	%	4,781			1.1	%	(280		)	(5.9	)%
Non-operating income	(763		)	(0.2	)%	(123		)	—	%	640			(520.3	)%
Income before income taxes	28,887			5.9	%	26,518			5.9	%	2,369			8.9	%
Provision for income taxes	6,726			1.4	%	8,560			1.9	%	(1,834		)	(21.4	)%
Net income	$	22,161		4.5	%	$	17,958		4.0	%	$	4,203		23.4	%

Diluted income per share	$	0.70				$	0.57				$	0.13		22.8	%
Diluted average shares outstanding	31,814					31,772					42			0.1	%


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

Consolidated net revenues increased in the first three months of Fiscal 2019 compared to the first three months of Fiscal 2018 primarily due to an increase in our Towable segment unit volume, average selling price ("ASP") increases, and the acquisition of Chris-Craft in the fourth quarter of Fiscal 2018 . This was partially offset by a decrease in unit volume in our Motorhome segment.

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Gross profit as a percentage of revenue increased in the first three months of Fiscal 2019 compared to the first three months of Fiscal 2018 due to a decrease in our Motorized manufacturing costs as a percentage of revenue due to higher costs in the prior year related to the ramp-up of our West Coast production facility and new product start-up. This was partially offset by margin pressure from inflationary cost pressures across all segments, but most notably in the Towable segment.

Operating expenses increased in the first three months of Fiscal 2019 compared to the first three months of Fiscal 2018 due to increased investments in our business as well as an increase in professional fees.

Interest expense decreased in the first three months of Fiscal 2019 compared to the first three months of Fiscal 2018 due to our Credit Agreement amendment during the second quarter of Fiscal 2018. This amendment resulted in a decrease to the interest rate spread by 1.0% on the Term Loan and 0.25% on the ABL.

Non-operating income increased in the first three months of Fiscal 2019 compared to the first three months of Fiscal 2018 due to net proceeds received for company-owned life insurance policies.

The effective tax rate decreased to 23.3% for the first three months of Fiscal 2019 compared to 32.3% for the first three months of Fiscal 2018 due primarily to the enactment of the 2017 Tax Cuts and Jobs Act ("Tax Act") on December 22, 2017. The rate reduction was primarily due to the decrease in the Federal rate provided by the Tax Act offset by the repeal of the domestic production activities deduction and by a reduced benefit from stock-based compensation activity in the first three months of Fiscal 2019 .

Net income and diluted income per share increased in the first three months of Fiscal 2019 compared to the first three months of Fiscal 2018 primarily due to revenue growth, an increased gross profit rate and the lower effective income tax rate, offset slightly by an increase in operating expenses.

Non-GAAP Reconciliation

The following table reconciles net income to consolidated EBITDA and Adjusted EBITDA for the first three months ended November 24, 2018 and November 25, 2017 :



	Three Months Ended
(in thousands)	November 24, 2018			November 25, 2017
Net income	$	22,161		$	17,958
Interest expense	4,501			4,781
Provision for income taxes	6,726			8,560
Depreciation	3,169			2,130
Amortization of intangible assets	2,659			2,055
EBITDA	39,216			35,484
Acquisition-related costs	—			50
Non-operating income	(763		)	(123		)
Adjusted EBITDA	$	38,453		$	35,411

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Reportable Segment Performance Summary

Motorhome

The following is an analysis of key changes in our Motorhome segment for the first three months ended November 24, 2018 compared to the first three months ended November 25, 2017 and as of November 24, 2018 compared to November 25, 2017 :



	Three Months Ended
(in thousands, except ASP)	November 24, 2018		% of Revenues		November 25, 2017		% of Revenues		$ Change			% Change
Net revenues	$	181,328			$	188,197			$	(6,869	)	(3.6	)%
Adjusted EBITDA	11,976		6.6	%	4,900		2.6	%	7,076			144.4	%

ASP	98,690				91,246				7,444			8.2	%

	Three Months Ended
Unit deliveries	November 24, 2018		Product Mix ⁽¹⁾		November 25, 2017		Product Mix ⁽¹⁾		Unit Change			% Change
Class A	422		23.2	%	723		35.8	%	(301		)	(41.6	)%
Class B	719		39.5	%	370		18.3	%	349			94.3	%
Class C	678		37.3	%	926		45.9	%	(248		)	(26.8	)%
Total motorhomes	1,819		100.0	%	2,019		100.0	%	(200		)	(9.9	)%

($ in thousands)	November 24, 2018				November 25, 2017				Change			% Change
Backlog ⁽²⁾
Units	1,961				2,632				(671		)	(25.5	)%
Dollars	$	191,632			$	250,757			$	(59,125	)	(23.6	)%
Dealer Inventory
Units	4,458				4,226				232			5.5	%


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


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

Net revenues decreased in the first three months of Fiscal 2019 compared to the first three months of Fiscal 2018 due to a decrease in the number of units sold, partially offset by increased pricing.

Unit deliveries decreased in the first three months of Fiscal 2019 compared to the first three months of Fiscal 2018 driven by our Class A and Class C products, partially offset by our Class B products. Additionally, we have seen a decrease in the backlog volumes in the first quarter of Fiscal 2019 as compared to the first quarter of Fiscal 2018 due to less demand for our Class A and C products, offset partially by our Class B products. Dealer inventory increased slightly due to the strong shipment of our Class B products.

Adjusted EBITDA increased in the first three months of Fiscal 2019 compared to the first three months of Fiscal 2018 due to pricing increases in the second half of Fiscal 2018 and a reduction in our manufacturing costs as a percentage of revenue due to higher costs in the prior year related to the ramp-up of our West Coast production facility and new product start-ups.

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Towable

The following is an analysis of key changes in our Towable segment for the first three months ended November 24, 2018 compared to the first three months ended November 25, 2017 and as of November 24, 2018 compared to November 25, 2017 :



	Three Months Ended
(in thousands, except ASP)	November 24, 2018		% of Revenues		November 25, 2017		% of Revenues		$ Change			% Change
Net revenues	$	292,833			$	259,665			$	33,168		12.8	%
Adjusted EBITDA	30,828		10.5	%	33,392		12.9	%	(2,564		)	(7.7	)%

ASP	32,117				30,557				1,560			5.1	%

	Three Months Ended
Unit deliveries	November 24, 2018		Product Mix ⁽¹⁾		November 25, 2017		Product Mix ⁽¹⁾		Unit Change			% Change
Travel trailer	5,836		62.2	%	5,349		61.7	%	487			9.1	%
Fifth wheel	3,549		37.8	%	3,327		38.3	%	222			6.7	%
Total towables	9,385		100.0	%	8,676		100.0	%	709			8.2	%

($ in thousands)	November 24, 2018				November 25, 2017				Change			% Change
Backlog ⁽²⁾
Units	9,199				9,955				(756		)	(7.6	)%
Dollars	$	327,724			$	341,065			$	(13,341	)	(3.9	)%
Dealer Inventory
Units	16,662				12,050				4,612			38.3	%


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


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

Net revenues increased in the first three months of Fiscal 2019 compared to the first three months of Fiscal 2018 due to strong organic growth.

Unit deliveries increased in the first three months of Fiscal 2019 compared to the first three months of Fiscal 2018 primarily due to volume growth in excess of recent industry trends. Our Towable market share increased from 6.0% to 7.7% when comparing shipments during the twelve-month trailing periods ended September 2017 and September 2018. Towable ASP increased slightly due to price increases during the second half of Fiscal 2018.

Adjusted EBITDA decreased in the first three months of Fiscal 2019 compared to the first three months of Fiscal 2018 primarily due to increased material costs and higher dealer program costs partially offset by organic volume growth. Shipments grew faster than the industry as a result of greater penetration of our new products and further expansion of our distribution base.

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Analysis of Financial Condition, Liquidity, and Resources

Cash Flows

The following table summarizes our cash flows from total operations for the first three months ended November 24, 2018 and November 25, 2017 :



	Three Months Ended
(in thousands)	November 24, 2018			November 25, 2017
Total cash provided by (used in):
Operating activities	$	54,171		$	29,458
Investing activities	(13,162		)	(5,322		)
Financing activities	(42,649		)	(5,613		)
Net (decrease) increase in cash and cash equivalents	$	(1,640	)	$	18,523

Operating Activities

Cash provided by operating activities increased for the first three months ended November 24, 2018 due to an increase in net income and improvements in net working capital.

Investing Activities

Cash used in investing activities for the first three months ended November 24, 2018 consisted primarily of capital expenditures related to the capacity expansions taking place in our Towable segment. Cash used in investing activities for the first three months ended November 25, 2017 consisted primarily of capital expenditures.

Financing Activities

Cash used in financing activities for the first three months ended November 24, 2018 consisted of payments on the Credit Agreement, dividends payments, and share repurchases; these were partially offset by cash proceeds on the Credit Agreement. Cash used in financing activities for the first three months ended November 25, 2017 consisted of payments on the Credit Agreement and share repurchases.

Debt and Capital

As of September 21, 2018, we have a debt agreement that consists of a $300.0 million term loan agreement ("Term Loan") and a $165.0 million asset-based revolving credit facility ("ABL") (collectively, the "Credit Agreement") with JPMorgan Chase Bank, N.A. Refer to Note 9, Long-Term Debt , of the Notes to Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data , of our Annual Report on Form 10-K for the fiscal year ended August 25, 2018 for additional details. As of November 24, 2018 , there were no material borrowings against the ABL.

We filed a Registration Statement on Form S-3, which was declared effective by the Securities and Exchange Commission on April 25, 2016. Subject to market conditions, this registration provides for the ability to offer and sell up to $35.0 million of our common stock in one or more offerings pursuant to the Registration Statement. The Registration Statement will be available for use for three years from its effective date. We currently have no plans to offer and sell the common stock registered under this Registration Statement; however, it does provide another potential source of liquidity to raise capital if we need it, in addition to the alternatives already in place.

Other Financial Measures

Working capital at November 24, 2018 and August 25, 2018 was $144.1 million and $167.8 million , respectively. We currently expect cash on hand, funds generated from operations, and the borrowing available under our Credit Agreement to be sufficient to cover both short-term and long-term operating requirements.

Share Repurchases and Dividends

We repurchase our common stock and pay dividends pursuant to programs approved by our Board of Directors. Our long-term capital allocation strategy is to first fund operations and investments in growth, maintain a debt leverage ratio within our targeted zone, maintain reasonable liquidity, and then return excess cash over time to shareholders through dividends and share repurchases.

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On December 19, 2007 , our Board of Directors authorized the repurchase of outstanding shares of our common stock, depending on market conditions, for an aggregate consideration of up to $60.0 million . On October 18, 2017 , our Board of Directors authorized a share repurchase program in the amount of $70.0 million . There is no time restriction on either authorization. We continually evaluate if share repurchases reflect a prudent use of our capital and, subject to compliance with our Credit Agreement, we may purchase shares in the future. At November 24, 2018 , we have $65.7 million remaining on our board repurchase authorization.

Contractual Obligations and Commercial Commitments

There has been no material change in our contractual obligations other than in the ordinary course of business since the end of Fiscal 2018 . See our Annual Report on Form 10-K for the fiscal year ended August 25, 2018 , for additional information regarding our contractual obligations and commercial commitments.

Significant Accounting Policies and Estimates

We describe our significant accounting policies in Note 1 : Summary of Significant Accounting Policies , of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended August 25, 2018 . We discuss our critical accounting estimates in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations , in our Annual Report on Form 10-K for the fiscal year ended August 25, 2018 .

There have been no significant changes in our significant accounting policies or critical accounting estimates since the end of Fiscal 2018 .

New Accounting Pronouncements

For a description of new applicable accounting pronouncements, see Note 1 , Basis of Presentation , of the Notes to Condensed Consolidated Financial Statements , included in this Quarterly Report on Form 10-Q.

Safe Harbor Statement Under the Private Securities Litigation Reform Act

Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”), provide a “safe harbor” for forward-looking statements to encourage companies to provide prospective information about their companies. With the exception of historical information, the matters discussed in this Quarterly Report on Form 10-Q are forward-looking statements and may be identified by the use of words such as "anticipate," "assume," "believe," "estimate," "expect," "guidance," "intend," "outlook," "plan," "project," and other words and terms of similar meaning. Such statements reflect our current views and estimates with respect to future market conditions, company performance and financial results, operational investments, business prospects, new strategies, the competitive environment, and other events. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from the potential results discussed in such forward-looking statements. Readers should review Item 1A, Risk Factors , of our Annual Report on Form 10-K for the fiscal year ended August 25, 2018 , for a description of important factors that could cause our actual results to differ materially from those contemplated by the forward-looking statements made in this Quarterly Report on Form 10-Q. Among the factors that could cause actual results and outcomes to differ materially from those contained in such forward-looking statements are the following: competition and new product introductions by competitors, our ability to attract and retain qualified personnel, business or production disruptions, sales order cancellations, risk related to compliance with debt covenants and leverage ratios, stock price volatility, availability of labor, a slowdown in the economy, low consumer confidence, the effect of global tensions, increases in interest rates, availability of credit, risk related to cyclicality and seasonality, slower than anticipated sales of new or existing products, integration of operations relating to merger and acquisition activities generally, inadequate liquidity or capital resources, inventory and distribution channel management, our ability to innovate, our reliance on large dealer organizations, significant increase in repurchase obligations, availability and price of fuel, availability of chassis and other key component parts, increased material and component costs, exposure to warranty claims, ability to protect our intellectual property, exposure to product liability claims, dependence on information systems and web applications, any unexpected expenses related to ERP, risk related to data security, governmental regulation, including for climate change, and risk related to anti-takeover provisions applicable to us and other factors. We caution that the foregoing list of important factors is not complete. Any forward-looking statements speak only as of the date they are made, and we assume no obligation to update any forward-looking statement that we may make.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in our primary risk exposures or management of market risks from those previously disclosed in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk , of our Annual Report on Form 10-K for the fiscal year ended August 25, 2018 .

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Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

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

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

Changes in Internal Control Over Financial Reporting

We are implementing an ERP system, which is expected to improve the efficiency of certain financial and related transaction processes. The implementation of an ERP system will likely affect the processes that constitute our internal control over financial reporting and will require testing for effectiveness. As we have completed implementation of certain phases of the ERP, internal controls over financial reporting have been tested for effectiveness with respect to the scope of the phase completed. We concluded, as part of our evaluation described in the above paragraphs, that the implementation of ERP in these circumstances has not materially affected our internal control over financial reporting. The implementation is continuing in a phased approach and will continue to be evaluated for effect on our internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the first quarter of Fiscal 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION.

Item 1. Legal Proceedings.

For a description of our legal proceedings, see Note 12 , Contingent Liabilities and Commitments , of the Notes to Condensed Consolidated Financial Statements , included in this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A, Risk Factors , of our Annual Report on Form 10-K for the fiscal year ended August 25, 2018 .

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Purchases of our common stock during each fiscal month of the first quarter of Fiscal 2019 were:



Period	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share		Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs ⁽²⁾
08/26/18 - 09/29/18	—	$	—	—	$	65,989,000
09/30/18 - 10/27/18	37,136	$	31.11	—	$	65,989,000
10/28/18 - 11/24/18	11,326	$	27.81	10,900	$	65,685,000
Total	48,462	$	30.33	10,900	$	65,685,000


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


(2)	Pursuant to a combined $130.0 million share repurchase program authorized by our Board of Directors. On December 19, 2007 , $60.0 million was approved, and on October 18, 2017 , $70.0 million was approved. There is no time restriction on either authorization.

Our Credit Agreement, as defined in Note 9 , Long-Term Debt , of the Notes to Condensed Consolidated Financial Statements , included in Item 1, Condensed Consolidated Financial Statements , of this Quarterly Report on Form 10-Q, contains restrictions that may limit our ability to make distributions or payments with respect to purchases of our common stock without consent of the lenders, except for limited purchases of our common stock from employees, in the event of a significant reduction in our EBITDA or in the event of a significant borrowing on our asset-based revolving credit agreement.

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Item 6. Exhibits.



3a.	Articles of Incorporation of the Registrant previously filed as Exhibit 3a with the Registrant’s Annual Report on Form 10-K for the fiscal year ended August 25, 2018 (Commission File Number 001-06403) and incorporated by reference herein.
3b.	Amended By-Laws of the Registrant previously filed as Exhibit 3.1 with the Registrant's Current Report on Form 8-K dated March 16, 2016 (Commission File Number 001-06403) and incorporated by reference herein.
10a.	Amendment 4 to Credit Agreement dated as of September 21, 2018 by and among Winnebago Industries, Inc., Winnebago of Indiana, LLC, Grand Design RV, LLC, the other Loan Parties hereto, the financial institutions party hereto as Lenders, and JPMorgan Chase Bank, N.A. as Administrative Agent.
10b.	Form of Non-Qualified Stock Option Agreement under Winnebago Industries, Inc. 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (fiscal 2019 awards)
10c.	Form of Restricted Stock Unit Award Agreement (Executives) under Winnebago Industries, Inc. 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (fiscal 2019 awards).
10d.	Form of Performance Stock Unit Agreement under Winnebago Industries, Inc. 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (fiscal 2019 awards).
10e.	Form of Restricted Stock Unit Award Agreement (Non-Employee Director) under Winnebago Industries, Inc. 2014 Omnibus Equity, Performance Award, and Incentive Compensation Plan (fiscal 2019 awards).
10f.	Form of Change in Control Agreement.
31.1	Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .
31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification by the Chief Executive Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification by the Chief Financial Officer pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

*Attached as Exhibit 101 to this report are the following financial statements from our Quarterly Report on Form 10-Q for the quarter ended November 24, 2018 formatted in XBRL: (i) the Unaudited Condensed Consolidated Statements of Income and Comprehensive Income , (ii) the Unaudited Condensed Consolidated Balance Sheets , (iii) the Unaudited Condensed Consolidated Statements of Cash Flows , (iv) the Unaudited Condensed Consolidated Statements of Changes in Stockholders' Equity , and (v) related Notes to Condensed Consolidated Financial Statements . Such exhibits are deemed furnished and not filed pursuant to Rule 406T of Regulation S-T.

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SIGNATURES

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



		WINNEBAGO INDUSTRIES, INC.

Date:	December 20, 2018	By	/s/ Michael J. Happe
			Michael J. Happe
			Chief Executive Officer, President
			(Principal Executive Officer)

Date:	December 20, 2018	By	/s/ Bryan L. Hughes
			Bryan L. Hughes
			Vice President, Chief Financial Officer
			(Principal Financial and Accounting Officer)

EXECUTION VERSION AMENDMENT NO. 4 TO CREDIT AGREEMENT THIS AMENDMENT NO. 4 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 21, 2018, is entered into by and among Winnebago Industries, Inc., an Iowa corporation (the “Company”), Winnebago of Indiana, LLC, an Iowa limited liability company (“Winnebago of Indiana”), Grand Design RV, LLC, an Indiana limited liability company (“Grand Design”; the Company, Winnebago of Indiana and Grand Design are collectively referred to herein as the “Borrowers”), the other Loan Parties party hereto, the financial institutions party hereto as Lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement referenced below. WITNESSETH WHEREAS, the Borrowers, the other Loan Parties, the financial institutions from time to time party thereto as Lenders (collectively, the “Lenders”) and the Administrative Agent are parties to a Credit Agreement, dated as of November 8, 2016 (as previously amended, supplemented or otherwise modified, the “Credit Agreement”); WHEREAS, the Borrowers have requested that the Lenders and the Administrative Agent agree to certain amendments to the Credit Agreement; and WHEREAS, the Lenders party hereto and the Administrative Agent have agreed to such amendments on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrowers, the other Loan Parties party hereto, the Lenders party hereto and the Administrative Agent hereby agree as follows: Section 1. Amendments to Credit Agreement. Effective as of the date of satisfaction of the conditions precedent set forth in Section 2 of this Amendment, the parties hereto agree that the Credit Agreement is amended as follows: (a) Each Lender hereby agrees that, subject to the other terms set forth in the Loan Documents (including, without limitation, Sections 2.09 and 9.04 of the Credit Agreement), its Commitment shall be increased to the amount set forth opposite its name in the following table: Lender Commitment JPMorgan Chase Bank, N.A. $165,000,000.00 (b) Section 1.01 of the Credit Agreement is hereby amended to add the following new definition thereto in the appropriate alphabetical order: “Amendment No. 4 Effective Date” means September 21, 2018. (c) The definition of “Aggregate Commitment” set forth in Section 1.01 of the Credit Agreement is hereby amended to amend and restate the final sentence thereof in its entirety to read as follows: 1 US-DOCS\102227289.4

Subject to the other terms set forth herein, as of the Amendment No. 4 Effective Date, the Aggregate Commitment is $165,000,000. (d) The definition of “FCCR Test Period” set forth in Section 1.01 of the Credit Agreement is hereby amended to replace the figure “$12,500,000” with the figure “$16,500,000” each time such figure appears therein. (e) The definition of “Monthly Reporting Period” set forth in Section 1.01 of the Credit Agreement is hereby amended to replace the figure “$40,000,000” with the figure “$50,000,000”. (f) The definition of “Payment Condition” set forth in Section 1.01 of the Credit Agreement is hereby amended to (i) replace the figure “$25,000,000” set forth therein with the figure “$33,000,000” and (ii) replace the figure “$18,750,000” set forth therein with the figure “$24,750,000.” (g) The definition of “Weekly Reporting Period” set forth in Section 1.01 of the Credit Agreement is hereby amended to replace the figure “$12,500,000” with the figure “$16,500,000” each time such figure appears therein. (h) Section 2.14(b) of the Credit Agreement is hereby amended and restated as follows: (b) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (a)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (a)(i) have not arisen but either (w) the supervisor for the administrator of the LIBO Screen Rate has made a public statement that the administrator of the LIBO Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (x) the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBO Screen Rate), (y) the supervisor for the administrator of the LIBO Screen Rate has made a public statement identifying a specific date after which the LIBO Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for the administrator of the LIBO Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBO Screen Rate may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower Representative shall endeavor to establish an alternate rate of interest to the LIBO Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate). Notwithstanding anything to the contrary in Section 9.02, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest shall be determined in accordance with this clause (b) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.14(b), only to the extent the LIBO Screen Rate for such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests 2

the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and any such Eurodollar Borrowing shall be repaid or converted into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, and (y) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that, if such alternate rate of interest shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. (i) Section 3.15 of the Credit Agreement is hereby amended to replace the reference to the “Effective Date” contained therein with a reference to the “Amendment No. 4 Effective Date.” (j) Section 3.18 of the Credit Agreement is hereby amended to replace each reference to the “Effective Date” contained therein with a reference to the “Amendment No. 4 Effective Date.” (k) Section 5.11 of the Credit Agreement is hereby amended to: (x) amend and restate clause (i) of the proviso set forth in the final sentence therein as follows: (i) an Inventory appraisal may be conducted during any calendar year at the sole expense of the Loan Parties if the Aggregate Availability is less than $50,000,000 at any time during such calendar year, and (y) replace the figure “$12,500,000” set forth therein with the figure “$16,500,000.” (l) Section 5.12 of the Credit Agreement is hereby amended to replace the figure “$12,500,000” set forth therein with the figure “$16,500,000.” (m) Article VIII of the Credit Agreement is hereby amended to add the following provisions to the end of such Article: Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Borrower or any other Loan Party, that at least one of the following is and will be true: (a) such Lender is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments, (b) the transaction exemption set forth in one or more PTEs, such as PTE 84- 14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, and the conditions for 3

exemptive relief thereunder are and will continue to be satisfied in connection therewith, (c) (i) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (ii) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (iii) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub- sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or (d) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. In addition, unless the immediately preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in the immediately preceding clause (d), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and its Affiliates, and not, for the avoidance of doubt, to or for the benefit of any Borrower or any other Loan Party, that: (a) none of the Administrative Agent or any of its Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related to hereto or thereto), (b) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21, as amended from time to time) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR §2510.3-21(c)(1)(i)(A)-(E), (c) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in general and with regard to particular transactions and investment strategies (including in respect of the Obligations), (d) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary 4

under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising independent judgment in evaluating the transactions hereunder, and (e) no fee or other compensation is being paid directly to the Administrative Agent or any of its Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this Agreement. The Administrative Agent hereby informs the Lenders that it is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that it has a financial interest in the transactions contemplated hereby in that it or an Affiliate of it (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. (n) Schedules 3.15 and 3.18 to the Credit Agreement are hereby amended and restated in their entirety to read as set forth on Exhibit A hereto. Section 2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that the Administrative Agent shall have received: (a) counterparts to this Amendment, duly executed by each of the Borrowers, the other Loan Parties, the Lenders and the Administrative Agent; (b) payment and reimbursement of the Administrative Agent’s and its affiliates’ fees and expenses (including, to the extent invoiced, reasonable fees and expenses of counsel for the Administrative Agent) in connection with this Amendment and the other Loan Documents; and (c) such other opinions, instruments and documents as are reasonably requested by the Administrative Agent. Section 3. Representations and Warranties of the Loan Parties. Each Loan Party hereby represents and warrants as follows: (a) This Amendment has been duly executed and delivered by it and constitutes its legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 5

(b) Immediately after giving effect to this Amendment, the representations and warranties of the Loan Parties set forth in the Loan Documents shall be true and correct in all material respects (provided that any representation or warranty that is qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects) on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (provided that any representation or warranty that is qualified by materiality, Material Adverse Effect or similar language shall be true and correct in all respects) as of such earlier date. (c) Immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing. Section 4. Reaffirmation. Except as specifically set forth in this Amendment, the Loan Documents shall remain in full force and effect and are hereby reaffirmed, ratified and confirmed. To the extent that any provision of this Amendment conflicts with any terms or conditions set forth in the Loan Documents, the provisions of this Amendment shall supersede and control. Except as expressly provided herein, the execution and delivery of this Amendment shall not: (i) constitute an extension, modification, or waiver of any aspect of the Loan Documents or any right or remedy thereunder; (ii) extend the terms of the Loan Documents or the due date of any of the loans set forth therein; (iii) establish a course of dealing between the Administrative Agent, the Issuing Bank and/or the Lenders and the Loan Parties or give rise to any obligation on the part of the Administrative Agent, the Issuing Bank and/or any Lender to extend, modify or waive any term or condition of the Loan Documents; or (iv) give rise to any defenses or counterclaims to the Administrative Agent’s, the Issuing Bank’s and/or any Lender’s right to compel payment of any loan or to otherwise enforce its rights and remedies under the Loan Documents. Each of the Loan Parties restates, acknowledges and agrees that the Secured Obligations are outstanding without claim, offset, counterclaim, defense or affirmative defense of any kind and the Secured Obligations remain the continuing and individual obligations of the Loan Parties, until the termination of all Commitments, payment and satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a manner satisfactory to the Administrative Agent. Section 5. Effect on Credit Agreement. Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import shall mean and be a reference to the Credit Agreement, as amended and modified hereby. Section 6. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Section 7. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose. Section 8. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A facsimile or PDF copy of any signature hereto shall have the same effect as the original thereof. [The remainder of this page is intentionally blank.] 6

Exhibit A [see attached]

Schedule 3.15 Capitalizations and Subsidiaries Entity Owner(s) Class of Equity Type of Entity Interests Winnebago of Indiana, LLC Winnebago Membership Iowa limited Industries, Inc. Interests liability company Octavius Corporation Winnebago Common Stock Delaware Industries, Inc. corporation Grand Design RV, LLC Octavius Membership Indiana limited Corporation Interests liability company Chris Craft Limited Winnebago Ordinary Shares Jersey Channel Industries, Inc. Islands private company limited by shares Chris Craft USA, Inc.* Chris Craft Common Stock Delaware Limited corporation Chris-Craft Corporation* Chris Craft USA, Common Stock Delaware Inc. corporation CC Marine Brand Acquisition, Chris Craft USA, Membership Delaware LLC LLC* Inc. Interests CC Property Acquisition, Chris-Craft Membership Delaware LLC LLC* Corporation Interests * This entity is a subsidiary, but not a Loan Party.

Schedule 3.18 Coverage Type Policy # Policy Carrier Limits Retention Term 1 Property 1027183 6/1/18-19 FM Global TIV $1,1137,870,449 $1M PD/TE All Risk Company Form subject to exceptions 2 Automobile 41 CSE S57602 6/1/18-19 The Hartford $2M Each Accident Third-Party Liability $100,000 Liability Deductible Physical Damage: -Self-Insured for Fleet Autos Phys Damage/Garage: -Actual Cash Value $1,000 Comprehensive Deductible Garage Keepers: $1,000 Collision $1.5M - IA, OR, IN Deductible 3 General Liability 41 CSE S57601 6/1/18-19 The Hartford $1M Each Occurrence $250,000 Liability (Excluding $1M Personal/Advertising Injury Deductible Products/Completed $300K Damage to Premises Rented to You Operations) $10K Medical Expense $2M General Aggregate Employee Benefits Injury Liability $1M Each 'claim' limit $1M Aggregate - Subject to General Aggregate 4 Retained Risk Protection PL1744429-01 6/1/18-19 Great American $1M Each Occurrence BI/PD Liab Combined Policy E&S Insurance $2M Aggregate $2.5M Each occurrence Products/Completed Company ONLY IF APPLICABLE Operations Liability $6M Aggregate $50,000 Each Occurrence (Continuing Self-Insured Retention) 5 Excess Liability XS1744430-01 6/1/2018- Great American $10M Each Occurrence (10 M Lead Excess) 19 E&S Insurance $10M Aggregate (where applicable) Company $10M Aggregate Products Completed Operations 6 Excess Liability EXS 2000692 01 6/1/18-19 Swiss Re Group $25M Each Occurrence Subject to Great ($25M xs $10M) North American $25M Aggregate Limit American $10M Capacity Insurance $25M Aggregate for Products-Completed Company Operations

7 Excess Liability AR3461969 6/1/18-19 Colony Insurance $15M Each Occurrence Subject to Underlying ($15M xs $35M) Co. $15M Aggregate Policies 8 Foreign Package 7315-69-83 MIN 6/1/18-19 Chubb and Son, $100,000 International Property-Personal $1,000 ded Inc. Property General Liability $1M Each Occurrence $1M General Aggregate $1M Personal/Advertising Aggregate $1M Dame to Premises Rented to You $10,000 Medical Expense Limit Employee Benefit Programs Errors or Omissions $250K Each Claim/Aggregate Commercial Auto Liability $1M BI/PD $10,000 Medical Payments Workers' Compensation Statutory State of Hire Repatriation Expense: $250K Each Employee $500K Aggregate Employers Liability $1M Limit Crime $1,000 Deductible Crime $5,000 EE Theft $5,000 Credit Card Forgery Blanket Accident $300K Principal Sum (Employees) $1.5M Per Accident Maximum

Kidnap/Ranson and Extortion $100,000 Limit 9 Crime 106747087 6/1/18-19 Travelers $5M Each Occurrence $100,000 Retention Each Loss 10 Commercial Liquor CPS2827467 6/1/18-19 Scottsdale $1M Each Common Cause Limit Insurance $2M Aggregate Company 11 Directors & Officers 106535745 6/1/18-19 Travelers $10M Aggregate $750,000 all Securities Primary Retention $500,000 All Other Claims Retention

12 1st Excess Directors & DOX1001313010 6/1/18-19 Sompo $10M xs $10M Subject to Underlying Officers 0 International Policies 13 2nd Excess Directors & BPRO8032444 6/1/18-19 Berkley Insurance $10M xs $20M Subject to Underlying Officers Company Policies 14 3rd Excess Directors & USF00105818 6/1/18-19 Allianz $10M xs ADIC D&O Subject to Underlying Officers Policies 15 Workers Compensation - 41 WNS57600 6/1/18-19 The Hartford Statutory $250,000 Large AOS Deductible 16 Workers Compensation - EWC009401 6/1/18-19 Midwest Statutory $1.1 M Self-Insured IA Employers Casualty Retention Company 17 Workers Compensation 154583-00 Continuo Washington L&I Statutory n/a - Monopolistic WA State us 18 Property - CC - Florida AMR-40988-03 3/1/18-19 Amrisc (Lloyds of TIV $23,544,090 $25,000 PD/Per Occ London) $5% ($100,000 min) Named storm ded $50,000 all other wind/hail ded 19 Marine General ZOL-21N32909- 3/1/18-19 Travelers Property $2M Gen Aggregate $10,000 Per Occurrence Liability/Marina Operators 18-ND Casualty of $2M Prod-Comp Ops Aggregate Ded Legal Liability Coverage America $1M Pers Inj - Advertising Inj Marine Manufacturers $1M Each Occurence Legal Liability - CC Florida $300,000 Title E&O Annual Aggregate Limit 20 Boat Dealers & Protection Z0H-21P07877- 3/1/18-19 Travelers Property Estimated Monthly Ave Inv $1,250,000 $10,000 ded - All other & Indemnity - CC Florida 18-ND Casualty of $500,000 Any One Vessel perid ded (per America $1M at any unscheduled premises occurrence) $1M while in course of transit by land, air 2.5% of total insured and water value any one $1M any one trade, exhibition or boat occurrence - Named show Storm or Numbered $50,000 per occurrence for Storm accessories/supplies/inventory at sched. premises

21 Hull Builders Risk - CC ZOH-15S64329- 3/1/18-19 Travelers Property $500,000 Any one vessel $50,000 ded (per Florida 18-ND Casualty of $9,000,000 Any one accident or occurrence) America occurrence (Yard Limit) $5,000 ded Protection & $1,000,000 Any one Occurrence- Indemnity ded Protection & Indemnity 2.5% of total Ins value $3,500,000 Molds (per schedule) (per occurrence) - Coinsurance Molds n/a Named or Numbered Storm Molds are included in ded 22 Transportation & H-660-3F23200A- 3/1/18-19 Travelers Property $500,000 Motor Carrier Limit $10,000 ded - All other Equipment - CC Florida TIL-18 Casualty of $500,000 Railroad Limit perils America $500,000 Land Vehicles Limit All Other Peril Ded - Named Storm $150,000 Leased or Rented Equipment Deductible $250,000 Newly acquired equipment $2,500 ded - Leased or Rented Equip 23 Commercial Automobile - BA-3F215420-18- 3/1/18-19 Phoenix Ins. Co. $1M CSL Each Accident All but 2012 CC/Florida 0CN Third Party Liability $1,000 Collision Ded $1,000 Comp Ded Physical Damage: 2012 vehicle ACV All Autos $5,000 Collision Ded $5,000 Comp Ded 24 Primary Bumbershoot - CC ZOB-21N32910- 3/1/18-19 Travelers $10,000,000 Limit of Liability $25,000 Retentions Florida 18-ND 25 Excess Bumbershoot - CC NY18LIA1513960 3/1/18-19 Navigators $15M Excess $10M Florida 1 Insurance Company

26 Management Liability - CC 8234-3720 3/1/18-19 Federal Ins Co D&O D&O Florida (Chubb) $1M Each Occurrence/Aggregate $10,000 Per claim Corp. Employment Practices Ret. $1M Each Occurrence/Aggregate Employment Practice Fiduciary Liability $25,000 Retention $1,000,000 Each Occurrence/Aggregate Fiduciary Crime $0 Retention $1M Employee Theft Limit Crime $1M Premises Limit $5,000 Retention each $1M In Transit Limit coverage above except $1M Forgery Limit below $1M Computer Fraud Limit $0 Claims Expense Limit $1M Funds Transfer Fraud Limit Retention $1M Money Orders & Counterfeit $10,000 Social Currency Limit Engineering Retention $1M Credit Card Fraud Limit $1M Client Limit $250,000 Claims Expense Limit $50,000 Social Engineering Fraud 27 Equipment Breakdown R5099741274 3/1/18-19 Continental $16,044,090 Limit Per Breakdown $5,000 Property Casualty Company $11,544,090 Property Damage Damage ded $100,000 Expediting Expense $5,000 Ammonia $4,500,000 Business Income/Extra Contamination ded Expense $100,000 Ammonia Contamination



Name of Participant:_______________________
No. of Shares Covered: _______	Grant Date: October 15, 2018
Exercise Price Per Share:$ ______	Expiration Date: October 15, 2028
Vesting and Exercise Schedule:
Dates October 15, 2019 October 15, 2020 October 15, 2021



PARTICIPANT:		WINNEBAGO INDUSTRIES, INC.
		By:
		Title:



Name of Participant:_______________________
Number of Restricted Stock Units: _______	Grant Date:October 15, 2018
Vesting Schedule:
Scheduled Vesting Dates October 15, 2019 October 15, 2020 October 15, 2021	Number of Restricted Stock Units that Vest



PARTICIPANT:		WINNEBAGO INDUSTRIES, INC.
		By:
		Title:



Name of Participant:
Target Number of Performance Stock Units:
Maximum Number of Performance Stock Units:
Grant Date:
Performance Period:	August 26, 2018 - August 28, 2021
Vesting Schedule:	The number of Units determined in accordance with Exhibit 1 to have been earned as of the end of the Performance Period will vest* on the date the Company’s Human Resources Committee certifies such performance results, which shall be no later than the 10th day of the third calendar month following the end of the performance period.
Performance Goals:	See Exhibit 1
* Assumes your service has been continuous from the Grant Date to the vesting date.


(a)	The ten (10) year anniversary of the date this option is granted;


(b)	Upon the Participant’s termination of employment for Cause;


(c)	Upon the one year anniversary of the date of the Participant’s termination of Service due to death or Disability;


(d)	Upon the three month anniversary of the date of the Participant’s termination of Service due to any reason other than Cause, death or Disability; or


(e)	The date (if any) fixed for termination or cancellation of this Option pursuant to Section 11 of the Plan.


i.	“Cash Transfer” from the Participant’s stock brokerage account at least 2 days prior to event, the Participant shall submit payment of the aggregate amount of the Exercise Price as well as all applicable withholding or other compensation taxes, commissions and fees to his or her brokerage account to cover costs; and/or


ii.	“Share Withholding” whereby the Participant authorizes the Company to retain, from the total number of Shares as to which the Option is being exercised, that number of Shares having a Fair Market Value on the date of exercise equal to the aggregate exercise price and the amount of any compensation taxes, commissions and fees due relating to such exercise.


(a)	An Exchange Act Person becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding Voting Securities, except that the following will not constitute a Change in Control:


(i)	any acquisition of securities of the Company by an Exchange Act Person from the Company for the purpose of providing financing to the Company;


(ii)	any formation of a Group consisting solely of beneficial owners of the Company's Voting Securities as of the effective date of this Plan; or


(iii)	any repurchase or other acquisition by the Company of its Voting Securities that causes any Exchange Act Person to become the beneficial owner of 30% or more of the Company’s Voting Securities.


(b)	Individuals who are Continuing Directors cease for any reason to constitute a majority of the members of the Board.


(a)	Affiliate. “Affiliate” means any entity that is a “subsidiary corporation,” as defined in Code Section 424(f), of the Company.


(b)	Board. “Board” means the Board of Directors of the Company.


(c)	Code. “Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. For purposes of the Plan, references to sections of the Code shall be deemed to include any applicable regulations thereunder and any successor or similar statutory provisions.


(e)	Corporate Transaction. “Corporate Transaction” means (i) a sale or other disposition of all or substantially all of the assets of the Company, or (ii) a merger, consolidation, share exchange or similar transaction involving the Company, regardless of whether the Company is the surviving entity.


(g)	Group. “Group” means two or more persons who act, or agree to act together, as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding, voting or disposing of securities of the Company.


(h)	Parent. “Parent” means a “parent corporation,” as defined in Code Section 424(e).


(i)	Voting Securities. “Voting Securities” of an entity means the outstanding equity securities (or comparable equity interests) entitled to vote generally in the election of directors of such entity.


(c)	Good Reason. For purposes of this Agreement, “Good Reason” means the initial occurrence of any of the following actions by the Company without the Executive’s express written consent and not caused by the Executive:


(i)	a material diminution of the Executive’s position, duties, responsibilities or status with the Company as in effect immediately prior to the Change of Control (other than for Cause or Disability);


(ii)	a material reduction by the Company of the Executive’s base salary or annual bonus opportunity as in effect immediately prior to the Change of Control;


(iii)	a relocation by more than 50 miles of the Executive’s primary work location or, if the Executive’s primary work location is the Company’s headquarters, a relocation of the Company’s headquarters by more than 50 miles; or


(iv)	any material breach by the Company of this Agreement (including without limitation a failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company as required by Section 7 below) or of any other written agreement between the Company and the Executive relating to Executive’s employment.


(i)	the Executive’s annual base salary, as in effect immediately preceding the Change of Control or, if higher, as of the Termination Date, plus


(ii)	the Executive’s annual target bonus, as in effect immediately preceding the Change of Control or, if higher, as of the Termination Date, plus


(iii)	the annual premium cost applicable to the Executive as of the Termination Date for continuation of the Executive’s then-current group medical, dental and vision insurance coverage, pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).


1.	I have reviewed this Quarterly Report on Form 10-Q of Winnebago Industries, Inc. (the "Registrant");


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements and other financial information included in this report fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;