wgo-20241130

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)

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

For the quarterly period ended November 30, 2024


			or

☐			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)

Minnesota

42-0802678

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

13200 Pioneer Trail

Eden Prairie

Minnesota

55347

(Address of principal executive offices)

(Zip Code)

952-829-8600

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value per share	WGO	New York Stock Exchange

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 ☒ No ☐

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 ☒ No ☐

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 ☒ Accelerated Filer ☐ Non-accelerated Filer ☐

Smaller Reporting Company ☐ Emerging Growth Company ☐

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. ☐

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

As of December 12, 2024, there were 28,396,755 shares of common stock, par value $0.50 per share, outstanding.

Winnebago Industries, Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended November 30, 2024

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PART I.	FINANCIAL INFORMATION	3
Item 1.	Consolidated Financial Statements	3
	Consolidated Statements of Income	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Cash Flows	5
	Consolidated Statements of Changes in Shareholders' Equity	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	26
Item 4.	Controls and Procedures	26

PART II.	OTHER INFORMATION	28
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 5.	Other Information	28
Item 6.	Exhibits	29

SIGNATURES		30

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PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Winnebago Industries, Inc.

Consolidated Statements of Income

(Unaudited)


	Three Months Ended
(in millions, except per share data)	November 30, 2024		November 25, 2023
Net revenues	$	625.6	$	763.0
Cost of goods sold	548.8		647.2
Gross profit	76.8		115.8
Selling, general, and administrative expenses	72.1		71.1
Amortization	5.6		5.6
Total operating expenses	77.7		76.7
Operating (loss) income	(0.9)		39.1
Interest expense, net	5.8		4.1

Non-operating loss	—		0.6
(Loss) income before income taxes	(6.7)		34.4
Income tax (benefit) provision	(1.5)		8.6
Net (loss) income	$	(5.2)	$	25.8

(Loss) earnings per common share:
Basic	$	(0.18)	$	0.87
Diluted	$	(0.18)	$	0.78

Weighted average common shares outstanding:
Basic	28.6		29.6
Diluted	28.6		34.7

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

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Winnebago Industries, Inc.

Consolidated Balance Sheets


(in millions, except per share data)	November 30, 2024		August 31, 2024
	(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	262.5	$	330.9
Receivables, less allowance for credit losses ($0.2 and $0.2, respectively)	171.4		183.5
Inventories, net	435.5		438.7
Prepaid expenses and other current assets	38.9		35.6
Total current assets	908.3		988.7
Property, plant, and equipment, net	338.1		338.9
Goodwill	484.2		484.2
Other intangible assets, net	473.4		479.0
Investment in life insurance	29.7		29.6
Operating lease assets	46.4		46.6

Other long-term assets	17.9		17.2
Total assets	$	2,298.0	$	2,384.2

Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	113.6	$	144.7

Current maturities of long-term debt, net	59.2		59.1
Accrued expenses:
Accrued compensation	29.7		35.9
Product warranties	72.5		78.9
Self-insurance	17.9		20.2
Promotional	27.7		30.4
Accrued interest and dividends	12.0		14.6
Other current liabilities	19.6		20.9
Total current liabilities	352.2		404.7
Non-current liabilities
Long-term debt, net	637.7		637.1
Deferred income tax liabilities, net	3.8		3.0
Unrecognized tax benefits	5.5		5.4
Long-term operating lease liabilities	44.7		45.6
Other long-term liabilities	13.9		15.1
Total liabilities	1,057.8		1,110.9
Contingent liabilities and commitments (Note 9)
Shareholders' equity:
Preferred stock, par value $0.01: 10.0 shares authorized; zero shares issued and outstanding	—		—
Common stock, par value $0.50: 120.0 shares authorized; 51.8 shares issued	25.9		25.9
Additional paid-in capital	194.3		194.2
Retained earnings	1,718.1		1,723.3
Accumulated other comprehensive loss	(0.4)		(0.4)
Treasury stock, at cost: 23.4 and 23.0 shares, respectively	(697.7)		(669.7)
Total shareholders' equity	1,240.2		1,273.3
Total liabilities and shareholders' equity	$	2,298.0	$	2,384.2

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

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Winnebago Industries, Inc.

Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended
(in millions)	November 30, 2024		November 25, 2023
Operating activities
Net (loss) income	$	(5.2)	$	25.8
Adjustments to reconcile net (loss) income to net cash used in operating activities
Depreciation	9.7		8.1
Amortization	5.6		5.6
Amortization of debt issuance costs	0.8		0.8
Last in, first-out ("LIFO") expense	(0.2)		0.1
Stock-based compensation	5.5		4.6
Deferred income taxes	0.8		1.0

Contingent consideration fair value adjustment	—		0.8

Other, net	(1.2)		0.4
Change in operating assets and liabilities, net of assets and liabilities acquired
Receivables, net	12.0		(9.1)
Inventories, net	3.4		(24.0)
Prepaid expenses and other assets	0.1		(1.7)
Accounts payable	(31.6)		(23.4)
Income taxes and unrecognized tax benefits	(1.5)		8.7
Accrued expenses and other liabilities	(14.9)		(19.1)
Net cash used in operating activities	(16.7)		(21.4)

Investing activities
Purchases of property, plant, and equipment	(10.0)		(11.8)


Other, net	2.0		(2.9)
Net cash used in investing activities	(8.0)		(14.7)

Financing activities
Borrowings on long-term debt	—		780.6
Repayments on long-term debt	—		(780.6)




Payments of cash dividends	(10.2)		(9.6)
Payments for repurchases of common stock	(33.6)		(44.2)


Other, net	0.1		(0.4)
Net cash used in financing activities	(43.7)		(54.2)

Net decrease in cash and cash equivalents	(68.4)		(90.3)
Cash and cash equivalents at beginning of period	330.9		309.9
Cash and cash equivalents at end of period	$	262.5	$	219.6

Supplemental Disclosures
Income taxes (received) paid, net	$	(0.1)	$	—
Interest paid	0.7		2.5

Non-cash investing and financing activities
Capital expenditures in accounts payable	$	5.0	$	2.9

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

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Winnebago Industries, Inc.

Consolidated Statements of Changes in Shareholders' Equity

(Unaudited)


	Three Months Ended November 30, 2024
(in millions)	Common Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Shareholders' Equity
	Number	Amount								Number	Amount
Balances at August 31, 2024	51.8	$	25.9	$	194.2	$	1,723.3	$	(0.4)	(23.0)	$	(669.7)	$	1,273.3





Stock-based compensation	—	—		5.5		—		—		—	—		5.5
Issuance of stock for employee benefit and stock-based awards, net	—	—		(5.1)		—		—		0.2	5.6		0.5
Repurchase of common stock	—	—		(0.3)		—		—		(0.6)	(33.6)		(33.9)

Net loss	—	—		—		(5.2)		—		—	—		(5.2)
Balances at November 30, 2024	51.8	$	25.9	$	194.3	$	1,718.1	$	(0.4)	(23.4)	$	(697.7)	$	1,240.2

	Three Months Ended November 25, 2023
(in millions)	Common Shares			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock			Total Shareholders' Equity
	Number	Amount								Number	Amount
Balances at August 26, 2023	51.8	$	25.9	$	197.7	$	1,747.8	$	(0.4)	(22.0)	$	(602.9)	$	1,368.1
Stock-based compensation	—	—		4.6		—		—		—	—		4.6
Issuance of stock for employee benefit and stock-based awards, net	—	—		(5.6)		—		—		0.1	5.6		—
Repurchase of common stock	—	—		(0.3)		—		—		(0.7)	(44.2)		(44.5)


Net income	—	—		—		25.8		—		—	—		25.8
Balances at November 25, 2023	51.8	$	25.9	$	196.4	$	1,773.6	$	(0.4)	(22.6)	$	(641.5)	$	1,354.0

The accompanying Notes to Consolidated Financial Statements are an integral part of these consolidated financial statements.

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Winnebago Industries, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

(All amounts are in millions, except share and per share data, unless otherwise designated)

Note 1. Basis of Presentation

The consolidated financial statements include the accounts of Winnebago Industries, Inc. and its wholly-owned subsidiaries. Intercompany account balances and transactions have been eliminated in consolidation.

The use of the terms "Winnebago Industries," "Winnebago," "we," "our," and "us" in this Quarterly Report on Form 10-Q, unless the context otherwise requires, refers to Winnebago Industries, Inc. and its wholly owned subsidiaries.

The interim unaudited consolidated financial statements included herein are prepared pursuant to the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”). The information furnished in these consolidated financial statements includes normal recurring adjustments, unless noted otherwise in the Notes to Consolidated Financial Statements, and reflects all adjustments that are, in management’s opinion, necessary for a fair presentation of such financial statements. The consolidated financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). GAAP requires us to make estimates and assumptions that affect amounts reported. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to SEC rules and regulations.

The consolidated financial statements included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended August 31, 2024 filed with the SEC. Interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year ending August 30, 2025.

Segment Update

In conjunction with the Grand Design RV entrance into the motorized RV category, we established a Grand Design motorhomes operating segment in the first quarter of Fiscal 2025. This newly created operating segment is included in the Motorhome RV reportable segment. Prior period amounts have not been reclassified as the impact was not significant.

Comprehensive Income

Comprehensive income represents the change in stockholders’ equity from transactions and other events and circumstances from sources other than shareholders. As of November 30, 2024 and November 25, 2023, the difference between comprehensive income and net (loss) income was not material.

Subsequent Events

In preparing the accompanying unaudited consolidated financial statements, we have evaluated subsequent events for potential recognition and disclosure through the date of this filing, noting no material subsequent events.

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-04, which clarifies the assessment of whether certain settlements of convertible debt instruments should be accounted for as an inducement conversion or extinguishment of convertible debt. The new guidance is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, which requires disclosure of additional disaggregated information about significant expenses within relevant income statement captions, such as purchases of inventory, employee compensation, depreciation, amortization and depletion. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures. We will adopt the standard in our Annual Report on Form 10-K for our fiscal year ending August 26, 2028 and filings thereafter.

In March 2024, the SEC adopted a final rule under SEC Release No. 33-11275, The Enhancement and Standardization of Climate-Related Disclosures for Investors. The new rule will require disclosure of greenhouse gas emissions, including Scope 1 and Scope 2 emissions; climate-related risks, governance, and oversight; and the financial impacts of severe weather events and other natural conditions, subject to certain materiality thresholds. These disclosures are required to be phased in to our annual reporting beginning in Fiscal 2026. However, in April 2024, the SEC stayed the implementation of this rule pending the outcome of legal challenges. We continue to monitor developments and evaluate the impact of adoption on our Consolidated Financial Statements and related disclosures.

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In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires expanded disclosures primarily related to the effective tax rate reconciliation and income taxes paid. The new guidance is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures. We will adopt the standard in our Annual Report on Form 10-K for our fiscal year ending August 29, 2026 and annual filings thereafter.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires incremental disclosures about significant segment expenses regularly provided to the Chief Operating Decision Maker. The new guidance is effective for annual reporting periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact of the standard on our consolidated financial statements and related disclosures. We will adopt the standard in our Annual Report on Form 10-K for our fiscal year ending August 30, 2025 and filings thereafter.

Note 2. Business Segments

We have nine operating segments: 1) Grand Design towables, 2) Winnebago towables, 3) Winnebago motorhomes, 4) Newmar motorhomes, 5) Grand Design motorhomes, 6) Chris-Craft marine, 7) Barletta marine, 8) Winnebago specialty vehicles, and 9) Lithionics. Financial performance is evaluated based on each operating segment's Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as defined below, which excludes certain corporate administration expenses and non-operating income and expense.

Our three reportable segments are: Towable RV (an aggregation of the Grand Design towables and the Winnebago towables operating segments); Motorhome RV (an aggregation of the Winnebago motorhomes, Newmar motorhomes, and Grand Design motorhomes operating segments); and Marine (an aggregation of the Chris-Craft marine and Barletta marine operating segments). Towable RV is comprised of non-motorized RV products that are generally towed by another vehicle, along with other related manufactured products and services. Motorhome RV is comprised of products that include a motorhome chassis, along with other related manufactured products and services. Marine is comprised of products that include boats, along with other related manufactured products and services.

The Corporate / All Other category includes the Winnebago specialty vehicles and Lithionics operating segments as well as certain corporate administration expenses related to the oversight of the enterprise, such as corporate leadership and administration costs.

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.

Our Chief Executive Officer (the Chief Operating Decision Maker ("CODM")) regularly reviews consolidated financial results in their entirety and operating segment financial information through Adjusted EBITDA and has ultimate responsibility for enterprise decisions. Our CODM is responsible for allocating resources and assessing performance of the consolidated enterprise, reportable segments and between operating segments. Management of each operating segment has responsibility for operating decisions, allocating resources and assessing performance within their respective operating segment. The accounting policies of all reportable segments are the same as those described in Note 1 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 31, 2024.

We monitor and evaluate operating performance of our reportable segments based on Adjusted EBITDA. EBITDA is defined as net (loss) income before interest expense, provision for income taxes, and depreciation and amortization expense. Adjusted EBITDA is defined as net (loss) income before interest expense, provision for income taxes, depreciation and amortization expense, and other pretax adjustments made in order to present comparable results period over period. Examples of items excluded from Adjusted EBITDA include acquisition-related costs, contingent consideration fair value adjustment, and non-operating income or loss.

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Financial information by reportable segment is as follows:


	Three Months Ended
(in millions)	November 30, 2024		November 25, 2023
Net Revenues
Towable RV	$	254.0	$	330.8
Motorhome RV	271.7		334.4
Marine	90.5		87.3
Reportable segment net revenues	616.2		752.5
Corporate / All Other	9.4		10.5
Consolidated net revenues	$	625.6	$	763.0

Adjusted EBITDA
Towable RV	$	13.6	$	33.1
Motorhome RV	2.7		21.3
Marine	8.4		7.2
Reportable segment Adjusted EBITDA	24.7		61.6
Corporate / All Other	(10.3)		(7.5)
Consolidated Adjusted EBITDA	$	14.4	$	54.1

Capital Expenditures
Towable RV	$	0.9	$	2.4
Motorhome RV	7.5		7.3
Marine	1.3		1.2
Reportable segment capital expenditures	9.7		10.9
Corporate / All Other	0.3		0.9
Consolidated capital expenditures	$	10.0	$	11.8


(in millions)	November 30, 2024		August 31, 2024
Assets
Towable RV	$	684.0	$	719.0
Motorhome RV	840.7		788.0
Marine	376.7		377.8
Reportable segment assets	1,901.4		1,884.8
Corporate / All Other	396.6		499.4
Consolidated assets	$	2,298.0	$	2,384.2

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Reconciliation of net (loss) income to consolidated Adjusted EBITDA is as follows:


	Three Months Ended
(in millions)	November 30, 2024		November 25, 2023
Net (loss) income	$	(5.2)	$	25.8
Interest expense, net	5.8		4.1
Income tax (benefit) provision	(1.5)		8.6
Depreciation	9.7		8.1
Amortization	5.6		5.6
EBITDA	14.4		52.2
Acquisition-related costs	—		1.3

Contingent consideration fair value adjustment	—		0.8

Non-operating income	—		(0.2)
Adjusted EBITDA	$	14.4	$	54.1

Note 3. Investments and Fair Value Measurements

In determining the fair value of financial assets and liabilities, we utilize market data or other assumptions that we believe market participants would use in pricing the asset or liability in the principal or most advantageous market and adjust for non-performance and/or other risks associated with us as well as counterparties, as appropriate. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:

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

Level 2 — Inputs other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 — Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

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

Financial assets and liabilities measured at fair value on a recurring basis are as follows:


	Fair Value at		Fair Value Hierarchy
(in millions)	November 30, 2024		Level 1		Level 2		Level 3
Assets that fund deferred compensation
Domestic equity funds	$	2.2	$	2.2	$	—	$	—
International equity funds	0.1		0.1		—		—
Total assets at fair value	$	2.3	$	2.3	$	—	$	—


	Fair Value at		Fair Value Hierarchy
(in millions)	August 31, 2024		Level 1		Level 2		Level 3
Assets that fund deferred compensation
Domestic equity funds	$	2.1	$	2.1	$	—	$	—
International equity funds	0.1		0.1		—		—

Total assets at fair value	$	2.2	$	2.2	$	—	$	—

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, used to fund the Executive Deferred Compensation Plan, are

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classified as Level 1 as they are traded in an active market for which closing stock prices are readily available. Refer to Note 11 in the Notes to Consolidated Financial Statements included in Item 8 of Part II of our Annual Report on Form 10-K for the fiscal year ended August 31, 2024 for additional information regarding these plans.

The proportion of the assets that will fund the deferred compensation payments within a year are included in prepaid expenses and other current assets on the Consolidated Balance Sheets. The remaining assets are classified as non-current and are included in other long-term assets on the Consolidated Balance Sheets.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Certain non-financial assets are measured at fair value on a nonrecurring basis. These assets primarily include goodwill, intangible assets, property, plant and equipment, and right-of-use lease assets. These assets were originally recognized at amounts equal to the fair value determined at date of acquisition or purchase. If certain triggering events occur, or if an annual impairment test is required, we will evaluate the non-financial asset for impairment. If an impairment has occurred, the asset will be written down to its current estimated fair value. No impairments were recorded for non-financial assets in the three months ended November 30, 2024 or November 25, 2023.

Assets and Liabilities Not Measured at Fair Value

Certain financial instruments are not measured at fair value but are recorded at carrying amounts approximating fair value based on their short-term nature. These financial instruments include cash and cash equivalents, receivables, accounts payable, and other payables. If these instruments were measured at fair value in the financial statements, they would be classified as Level 1 in the fair value hierarchy.

Our debt obligations are recorded at amortized cost but measured at fair value for disclosure purposes. The fair value of our debt was determined using current quoted prices in active markets for our publicly traded debt obligations, which is classified as Level 1 in the fair value hierarchy. See Note 8 in the Notes to Consolidated Financial Statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for the fair value of our debt.

Note 4. Inventories

Inventories consist of the following:


(in millions)	November 30, 2024		August 31, 2024
Finished goods	$	89.0	$	81.3
Work-in-process	151.0		171.9
Raw materials	247.4		237.6
Total	487.4		490.8
Less: Excess of First-in, first-out ("FIFO") over LIFO cost	51.9		52.1
Inventories, net	$	435.5	$	438.7

Inventory valuation methods consist of the following:


(in millions)	November 30, 2024		August 31, 2024
LIFO basis	$	244.1	$	264.6
FIFO basis	243.3		226.2
Total	$	487.4	$	490.8

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

Note 5. Property, Plant, and Equipment

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


(in millions)	November 30, 2024		August 31, 2024
Land	$	14.6	$	14.6
Buildings and building improvements	278.3		279.3
Machinery and equipment	175.4		171.8
Software	72.8		72.0
Transportation	7.6		7.8
Construction in progress	27.3		24.5
Property, plant, and equipment, gross	576.0		570.0
Less: Accumulated depreciation	237.9		231.1
Property, plant, and equipment, net	$	338.1	$	338.9

Depreciation expense was $9.7 million and $8.1 million for the three months ended November 30, 2024 and November 25, 2023, respectively.

Note 6. Goodwill and Intangible Assets

The carrying amount of goodwill by reportable segment is as follows:


(in millions)	Towable RV		Motorhome RV		Marine		Corporate / All Other		Total
Balances at November 30, 2024 and August 31, 2024(1)	$	244.7	$	73.1	$	136.1	$	30.3	$	484.2

(1) There was no activity in the three months ended November 30, 2024.

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


	November 30, 2024
(in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Indefinite-lived trade names	$	352.3	$	—	$	352.3
Finite-lived trade name	4.1		1.0		3.1
Dealer networks/customer relationships	183.6		95.4		88.2
Backlog	43.6		43.3		0.3
Developed technology	38.3		8.8		29.5
Non-compete agreements	6.6		6.6		—
Other intangible assets	$	628.5	$	155.1	$	473.4

	August 31, 2024
(in millions)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Indefinite-lived trade names	$	352.3	$	—	$	352.3
Finite-lived trade name	4.1		0.8		3.3
Dealer networks/customer relationships	183.6		91.5		92.1
Backlog	43.6		43.2		0.4
Developed technology	38.3		7.4		30.9
Non-compete agreements	6.6		6.6		—
Other intangible assets	$	628.5	$	149.5	$	479.0

SEC Form 10-Q filed by Winnebago Industries Inc.