Attached files

file filename
10-K - FORM 10-K FOR FISCAL YEAR ENDED AUGUST 29, 2009 - WINNEBAGO INDUSTRIES INCwgo094796_10k.htm
EX-23 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - WINNEBAGO INDUSTRIES INCwgo094796_ex23.htm
EX-4.B - LOAN AND SECURITY AGREEMENT - WINNEBAGO INDUSTRIES INCwgo094796_ex4b.htm
EX-10.S - AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT / RANDY J. POTTS - WINNEBAGO INDUSTRIES INCwgo094796_ex10s.htm
EX-10.Z - WINNEBAGO INDUSTRIES, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN - WINNEBAGO INDUSTRIES INCwgo094796_ex10z.htm
EX-10.I - AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT / ROBERT L. GOSSETT - WINNEBAGO INDUSTRIES INCwgo094796_ex10i.htm
EX-10.J - AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT / ROBERT J. OLSON - WINNEBAGO INDUSTRIES INCwgo094796_ex10j.htm
EX-10.L - AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT / SARAH N. NIELSEN - WINNEBAGO INDUSTRIES INCwgo094796_ex10l.htm
EX-10.M - AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT / ROGER W. MARTIN - WINNEBAGO INDUSTRIES INCwgo094796_ex10m.htm
EX-10.K - AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT / WILLIAM J. O'LEARY - WINNEBAGO INDUSTRIES INCwgo094796_ex10k.htm
EX-10.H - AMENDED AND RESTATED EXECUTIVE CHANGE OF CONTROL AGREEMENT / RAYMOND M. BEEBE - WINNEBAGO INDUSTRIES INCwgo094796_ex10h.htm
EX-31.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - WINNEBAGO INDUSTRIES INCwgo094796_ex31-1.htm
EX-32.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 906 - WINNEBAGO INDUSTRIES INCwgo094796_ex32-1.htm
EX-32.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 906 - WINNEBAGO INDUSTRIES INCwgo094796_ex32-2.htm

EXHIBIT 31.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

 

 

 

 

I, Sarah N. Nielsen, Chief Financial Officer of Winnebago Industries, Inc., certify that:

 

 

 

 

1.

I have reviewed this Annual Report on Form 10-K of Winnebago Industries, Inc. (the “Registrant”);

 

 

 

 

2.

Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

 

 

 

 

3.

Based on my knowledge, the financial statements and other financial information included in this Annual Report fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this Annual Report;

 

 

 

 

4.

The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Registrant and have:

 

 

 

 

 

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;

 

 

 

 

 

 

b)

designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

 

 

 

 

 

c)

evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Annual Report based on such evaluation; and

 

 

 

 

 

 

d)

disclosed in this Annual Report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in this case) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financing reporting;and,

 

 

 

 

 

5.

The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):

 

 

 

 

 

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information and;

 

 

 

 

 

 

b)

any fraud, whether or not material, that involved management or other employees who have a significant role in the Registrant’s internal control over financial reporting.


 

 

 

 

Date:

October 27, 2009

By:

   /s/ Sarah N. Nielsen

 

 

 

   Sarah N. Nielsen

 

 

 

   Vice President, Chief Financial Officer