View:
United States securities and exchange commission logo
February 12, 2024
Bryan Hughes
Chief Financial Officer
Winnebago Industries, Inc.
13200 Pioneer Trail
Eden Prairie, MN 55347
Re: Winnebago
Industries, Inc.
Form 10-K for
Fiscal Year Ended August 26, 2023
Forms 8-K filed
October 18, 2023 and December 20, 2023
File No. 001-06403
Dear Bryan Hughes:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comment.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Forms 8-K filed on October 18, 2023 and December 20, 2023
Exhibit 99.1
Non-GAAP Reconciliation, page 12
1. We note you present a
non-GAAP financial measure you identify as Adjusted diluted
income per share. We
also note this non-GAAP financial measure includes an
adjustment that
represents the dilution of your convertible notes, which is economically
offset by a call spread
overlay that was put in place upon issuance, since as a result of
your adoption of ASU
2020-06, the convertible notes are now assumed to be converted
into common stock at
the beginning of the reporting period, and interest expense is
excluded, both of which
impact the calculation of GAAP diluted earnings per share. It is
not clear to us why you
believe this adjustment is appropriate since it appears this
adjustment essentially
results in a measure that disregards your required adoption of ASU
2020-06 and the related
requirements. Please more fully explain to us how you determined
this adjustment is
appropriate and specifically address how you considered Question
100.04 of the Division
of Corporation Finance s Compliance & Disclosure Interpretations
Bryan Hughes
Winnebago Industries, Inc.
February 12, 2024
Page 2
on Non-GAAP Financial Measures in making your determination.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
Please contact Dale Welcome at 202-551-3865 or Anne McConnell at
202-551-3709 with
any questions.
FirstName LastNameBryan Hughes Sincerely,
Comapany NameWinnebago Industries, Inc.
Division of
Corporation Finance
February 12, 2024 Page 2 Office of
Manufacturing
FirstName LastName