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United States securities and exchange commission logo
March 19, 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
Response dated
March 1, 2024
File No. 001-06403
Dear Bryan Hughes:
We have reviewed your March 1, 2024 response to our comment
letter 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. Unless
we note otherwise, any references to prior comments are to comments in
our February 12, 2024
letter.
Forms 8-K filed on October 18, 2023 and December 20, 2023
Exhibit 99.1
Non-GAAP Reconciliation, page 12
1. We note your response
to our prior comment; however, please more fully explain and
address the following
items regarding the Impact of convertible notes - other adjustment.
You state this
non-GAAP adjustment represents the impact the call spread overlay
would have on your
earnings per share calculation since the call spread overlay
effectively negates
the dilutive impact if the convertible debt was converted into
shares. Explain how
you calculated the amount of the non-GAAP adjustment related
to the impact of
the call spread overlay in each annual and interim period presented.
In this regard, it
appears the amount of the adjustment may represent the difference
between GAAP basic
EPS and GAAP diluted EPS.
Bryan Hughes
Winnebago Industries, Inc.
March 19, 2024
Page 2
You state that you do not believe your presentation of Adjusted
diluted income per
share has the effect of changing the recognition and measurement
principles required
to be applied in accordance with GAAP. Explain why you do not
believe this is an
individually tailored non-GAAP adjustment since it appears to
result in the
presentation of diluted earnings per share without applying the
if-converted method,
which is required by GAAP.
You state that you adjust Adjusted diluted income per share for
the impact of the call
spread overlay to demonstrate to investors that if the
convertible debt had been
converted into shares, the call spread overlay would be triggered
and the dilutive
impact would be fully offset. Explain why you believe it is
appropriate to reflect the
effect of the call spread overlay through a non-GAAP adjustment
given the apparent
absence of events that would trigger its recognition in your
historical financial
statements.
Please contact Dale Welcome at 202-551-3865 or Anne McConnell at
202-551-3709 if
you have questions regarding comments on the financial statements and related
matters.
FirstName LastNameBryan Hughes Sincerely,
Comapany NameWinnebago Industries, Inc.
Division of
Corporation Finance
March 19, 2024 Page 2 Office of
Manufacturing
FirstName LastName