8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Current Report
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)                    March 17, 2005                    

                   Winnebago Industries, Inc.                    
(Exact name of registrant as specified in its charter)

Iowa	001-06403	42-0802678
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

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

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

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02    Results of Operations and Financial Condition.

Winnebago Industries, Inc. is filing herewith a press release issued on March 17, 2005, as Exhibit 99.1 which is included herein. The press release was issued to report earnings for the second quarter of fiscal 2005 ended February 26, 2005.

Item 9.01    Financial Statements and Exhibits.

      (c)    Exhibits

Exhibit Number	Description
99.1	Press release of Winnebago Industries, Inc. dated March 17, 2005.

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 hereunto duly authorized.

Dated: March 17, 2005	WINNEBAGO INDUSTRIES, INC.
	By:        /s/   Bruce D. Hertzke
	Name:   Bruce D. Hertzke
	Title:     Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release of Winnebago Industries, Inc. dated March 17, 2005.

EX-99.1

EXHIBIT 99.1

Contact:	Sheila Davis
	Public Relations/Investor Relations Manager
	sdavis@winnebagoind.com 641/585-6803

WINNEBAGO INDUSTRIES REPORTS
SECOND QUARTER AND SIX MONTHS RESULTS

— Dividend Declared —

FOREST CITY, IOWA, March 17, 2005 — Winnebago Industries, Inc. (NYSE: WGO), the nation’s leading motor home manufacturer, today reported net income for the second quarter ended February 26, 2005 of $14.4 million, compared to net income of $15.9 million for the second quarter of fiscal 2004. On a per share basis, the Company earned 42 cents per diluted share for the second quarter of fiscal 2005, compared to 46 cents per diluted share for the second quarter of fiscal 2004.

        Revenues for the second quarter of fiscal 2005 were $239.4 million, compared to revenues of $266.0 million for the second quarter of fiscal 2004.

        Net income for the first six months of both fiscal 2005 and 2004 was $33.9 million. On a per share basis, the Company earned 99 cents per diluted share for the first six months of fiscal 2005, compared to 96 cents per diluted share for the first six months of fiscal 2004.

        For the first six months of fiscal 2005, the Company reported revenues of $505.5 million, compared to $521.0 million for the first six months of fiscal 2004.

        “Second quarter results were impacted by lower motor home deliveries,” said Winnebago Industries’ Chairman, CEO and President Bruce D. Hertzke.

        “Comparisons with last year were extremely difficult. We spent the majority of the first half of fiscal 2004 on 45-hour work weeks, replenishing inventories at the wholesale level that had been drawn down during the initial months of the war in Iraq, as well as responding to the increase in retail demand. In contrast, during the first half of fiscal 2005, dealer inventory was at a more appropriate level. Dealer inventory increased by 1,414 units during the first half of fiscal 2004 compared to 623 units during the first half of fiscal 2005.”

        “Although current industry motor home retail sales appear to be fairly closely aligned with retail sales at this time last year, there are indications that industry motor home production has exceeded market demand, causing an imbalance of motor home inventory,” said Hertzke. “As is our practice, we continue to monitor our inventories on hand, as well as our product inventories at the dealer level on a daily basis to ensure that we produce to the market demand. Going forward, we believe our sales will closely follow the retail pull of the RV market.”

        “Winnebago Industries’ products continue to perform well in the Class A diesel market segment,” Hertzke continued. “The new low-profile Winnebago Aspect and Itasca Cambria motor homes are helping Winnebago Industries to bolster market share in the Class C market. In addition, we begin deliveries of the new Winnebago View and Itasca Navion Class C diesel products next quarter. We believe these innovative new products will have a positive impact on our market share as they reach the retail market in the last quarter of fiscal 2005.”

        Winnebago Industries repurchased 52,600 shares of the Company’s common stock during the second quarter of fiscal 2005 ended February 26, 2005 for an aggregate price of approximately $1.8 million. The Company has approximately $25 million remaining on the current stock repurchase authorization from its board of directors.

        At the meeting held yesterday, Winnebago Industries’ board of directors declared a quarterly cash dividend of seven cents a share, payable on July 6, 2005 to shareholders of record as of June 3, 2005.

        Winnebago Industries will conduct a conference call in conjunction with this release at 10 a.m. ET today, Thursday, March 17, 2005. Members of the news media, investors and the general public are invited to access a live broadcast of the conference call via the Investor Relations page of Company’s website at www.winnebagoind.com, at www.shareholder.com/winnebago/medialist.cfm or www.vcall.com. The event will be archived and available for replay for the next 90 days.

About Winnebago Industries

        Winnebago Industries, Inc. is the leading United States manufacturer of motor homes, self-contained recreation vehicles used primarily in leisure travel and outdoor recreation activities. The Company builds quality motor homes under the Winnebago, Itasca and Rialta brand names with state-of-the-art computer-aided design and manufacturing systems on automotive-styled assembly lines. The Company’s common stock is listed on the New York, Chicago and Pacific Stock Exchanges and traded under the symbol WGO. Options for the Company’s common stock are traded on the Chicago Board Options Exchange. For access to Winnebago Industries’ investor relations material, to add your name to an automatic email list for Company news releases or for information on a dollar-based stock investment service for the Company’s stock, visit, http://www.winnebagoind.com/html/company/investorRelations.html

        This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements are inherently uncertain. A number of factors could cause actual results to differ materially from these statements, including, but not limited to reactions to actual or threatened terrorist attacks, the availability and price of fuel, a significant increase in interest rates, a slowdown in the economy, availability of chassis and other key component parts, sales order cancellations, slower than anticipated sales of new or existing products, new products introduced by competitors and other factors. Additional information concerning certain risks and uncertainties that could cause actual results to differ materially from that projected or suggested is contained in the Company’s filings with the Securities and Exchange Commission (SEC) over the last 12 months, copies of which are available from the SEC or from the Company upon request.

— more —

Winnebago Industries, Inc.
Unaudited Consolidated Statements of Income
(In thousands, except per share amounts)

	Quarter Ended				Six Months Ended
	2/26/2005		2/28/2004		2/26/2005		2/28/2004
Net revenues	$	239,359	$	266,033	$	505,492	$	520,966
Cost of goods sold		207,305		231,004		433,374		446,472
Gross profit		32,054		35,029		72,118		74,494
Operating expenses
Selling		4,564		4,461		9,118		9,022
General and administrative		5,798		6,039		11,355		11,777
Total operating expenses		10,362		10,500		20,473		20,799
Operating income		21,692		24,529		51,645		53,695
Financial income		639		283		1,133		586
Pre-tax income		22,331		24,812		52,778		54,281
Provision for taxes		7,965		8,932		18,868		20,334
Net income	$	14,366	$	15,880	$	33,910	$	33,947
Income per share*
Basic	$	0.43	$	0.47	$	1.01	$	0.98
Diluted	$	0.42	$	0.46	$	0.99	$	0.96
Number of shares used in
per share calculations*
Basic		33,672		33,928		33,647		34,613
Diluted		34,254		34,545		34,224		35,196

Certain prior year information has been reclassified to conform to the current year presentation.
* Adjusted for 2-for-1 stock split on March 5, 2004.

Winnebago Industries, Inc.
Unaudited Consolidated Condensed Balance Sheets
(In thousands)

	Feb. 26, 2005		Aug. 28, 2004
ASSETS
Current assets
Cash and cash equivalents	$	16,107	$	24,445
Short-term investments		97,479		51,100
Receivables		27,677		46,112
Inventories		146,452		130,733
Other		17,841		17,679
Total current assets		305,556		270,069
Property and equipment, net		63,131		63,995
Deferred income taxes		25,228		25,166
Investment in life insurance		21,686		22,863
Other assets		14,492		12,463
Total assets	$	430,093	$	394,556
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	40,894	$	46,659
Income taxes payable		11,650		4,334
Accrued expenses		56,631		54,285
Total current liabilities		109,175		105,278
Post retirement health care and
deferred compensation benefits		88,069		87,403
Stockholders' equity		232,849		201,875
Total liabilities and stockholders' equity	$	430,093	$	394,556

Certain prior year information has been reclassified to conform to the current year presentation.

Winnebago Industries, Inc.
Unaudited Condensed Consolidated Statement of Cash Flows
(Dollars in thousands)

	Six Months Ended
	2/26/2005			2/28/2004
Cash flows from operating activities:
Net income	$	33,910		$	33,947
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		4,931			4,759
Tax benefit of stock options		687			2,328
Other		543			504
Change in assets and liabilities:
Decrease (increase) in receivables and other assets		18,210			(11,446	)
Increase in inventories		(15,719	)		(23,101	)
Increase in deferred income taxes		(3	)		(2,248	)
(Decrease) increase in accounts payable
and accrued expenses		(3,419	)		10,568
Increase in income taxes payable		7,316			7,485
(Decrease) increase in postretirement benefits		(249	)		2,891
Net cash provided by operating activities		46,207			25,687
Cash flows (used in) provided by investing activities:
Purchases of property and equipment		(4,178	)		(4,967	)
Purchases of short-term investments		(147,473	)		(63,707	)
Proceeds from the sale of short-term investments		101,094			103,817
Other		(365	)		(115	)
Net cash (used in) provided by investing activities		(50,922	)		35,028
Cash flows used in financing activities
and capital transactions:
Payments for purchase of common stock		(1,787	)		(63,979	)
Payment of cash dividends		(4,712	)		(3,517	)
Proceeds from issuance of common and treasury stock		2,876			4,226
Net cash used in financing activities and capital transactions		(3,623	)		(63,270	)
Net decrease in cash and cash equivalents		(8,338	)		(2,555	)
Cash and cash equivalents-beginning of period		24,445			9,272
Cash and cash equivalents-end of period	$	16,107		$	6,717

Certain prior year information has been reclassified to conform to the current year presentation.

Winnebago Industries, Inc.
Unaudited Motor Home Deliveries

	Quarter Ended				Six Months Ended
	2/26/2005		2/28/2004		2/26/2005		2/28/2004
Unit deliveries
Class A gas		1,117		1,268		2,443		2,610
Class A diesel		550		716		1,146		1,245
Class C		887		1,038		1,790		2,129
Total deliveries		2,554		3,022		5,379		5,984

Winnebago Industries, Inc.
Unaudited Backlog and Dealer Inventory
(Units)

	As of
	2/26/2005		2/28/2004
Sales order backlog
Class A gas		683		1,234
Class A diesel		453		794
Class C		972		905
Total backlog*		2,108		2,933
Total approximate revenue
dollars (in thousands)	$	189,100	$	251,900
Dealer inventory		5,601		5,359

* The Company includes in its backlog all accepted orders from dealers shippable within the next six months. Orders in backlog can be canceled or postponed at the option of the purchaser at any time without penalty and, therefore, backlog may not necessarily be an accurate measure of future sales.

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