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May 20, 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, December 20, 2023, and March 21, 2024
Response dated April 25, 2024
File No. 001-06403
Dear Bryan Hughes:
            We have reviewed your April 25, 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 March 19, 2024
letter.
Forms 8-K filed on October 18, 2023, December 20, 2023, and March 21, 2024
Exhibit 99.1
Non-GAAP Reconciliation, page 12
1.We note your response to our prior comment and reissue it, in part, as your letter dated
April 25, 2024, was not fully responsive to our comment. In regard to the non-GAAP
adjustment related to the impact of the call spread overlay that you present to determine
your non-GAAP financial measure, Adjusted diluted income per share, please specifically
address the following:

•You previously stated 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 in greater detail

 FirstName LastNameBryan Hughes
 Comapany NameWinnebago Industries, Inc.
 May 20, 2024 Page 2
 FirstName LastName
Bryan Hughes
Winnebago Industries, Inc.
May 20, 2024
Page 2
why you believe the non-GAAP adjustment for the impact of the call spread overlay
does not result in an individually tailored non-GAAP financial measure that is
inconsistent with the guidance in Question 100.04 of the Compliance and Disclosure
Interpretations for Non-GAAP Financial Measures. In this regard, we note your non-
GAAP financial measure results in you presenting diluted income per share without
applying the if-converted method, which is required by GAAP.

•You previously stated you adjust Adjusted diluted income per share for the impact of
the call spread overlay to demonstrate to investors that if the convertible notes had
been converted into shares, the call spread overlay would be triggered and the
dilutive impact would be fully offset. Explain in greater detail why you believe this
non-GAAP adjustment is appropriate as the convertible notes remained outstanding
during the period and, as such, the impact of the call spread overlay was not
recognized in your historical financial statements.

•Tell us how you considered the antidilution provisions of ASC 260-10-45 as this non-
GAAP adjustment appears to exclude the dilutive impact of the if-converted shares.

            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.
Sincerely,
Division of Corporation Finance
Office of Manufacturing