Core Insights - Thor Industries reported revenue of $2.52 billion for the quarter ended July 2025, a decrease of 0.4% year-over-year, but exceeded the Zacks Consensus Estimate by 9.03% [1] - The company's EPS was $2.31, significantly higher than the $1.68 reported in the same quarter last year, representing a surprise of 99.14% over the consensus estimate of $1.16 [1] Financial Performance - Revenue and EPS performance indicates a strong surprise against analyst expectations, with revenue surpassing estimates and EPS showing substantial growth [1] - The stock has returned -6.4% over the past month, underperforming the Zacks S&P 500 composite, which increased by 3.1% [3] Unit Sales and Net Sales - Recreational Vehicles unit sales in Europe were 12,873, below the estimated 13,647 [4] - North American Towable unit sales were 25,682, also below the estimate of 26,945 [4] - Total unit sales were 42,934, compared to the average estimate of 43,995 [4] - North American Motorized unit sales were 4,379, exceeding the estimate of 3,403 [4] - Net Sales for Recreational Vehicles in Europe were $923.05 million, above the estimate of $861.41 million, but down 2.2% year-over-year [4] - Total North American Recreational Vehicles net sales were $1.45 billion, slightly down 0.2% year-over-year, but above the estimate of $1.31 billion [4] - North American Towable net sales were $888.74 million, down 4.6% year-over-year, but above the estimate of $853.43 million [4] - Total Recreational Vehicles net sales were $2.37 billion, down 1% year-over-year, exceeding the estimate of $2.17 billion [4] - North American Motorized net sales were $557.41 million, up 7.8% year-over-year, surpassing the estimate of $455.49 million [4] - Intercompany eliminations were reported at $-67.44 million, worse than the estimate of $-57.19 million, but showed a year-over-year improvement of 14.9% [4] - Other net sales were $222.02 million, above the estimate of $201.27 million, with a year-over-year increase of 10.9% [4]

Financial Highlights - Fiscal Year 2025 net sales reached $9.58 billion[6] - Net income attributable to THOR Industries was $258.6 million[5] - EBITDA for fiscal year 2025 was $615.8 million, with an adjusted EBITDA of $659.1 million[5] - Gross profit margin for fiscal year 2025 was 14.0%[5] - Diluted earnings per share (EPS) for fiscal year 2025 was $4.84[5] Segment Performance (Q4 2025 vs Q4 2024) - North American Towable net sales decreased by 4.6% to $888.744 million[12] - North American Motorized net sales increased by 7.8% to $557.412 million[12] - European segment net sales decreased by 2.2% to $923.051 million[12] - Other, net sales increased by 9.2% to $154.576 million[12] Liquidity and Capital Management - Cash and cash equivalents as of July 31, 2025, were $586.596 million[29] - Availability under the revolving credit facility was $840 million[29] - Total liquidity as of July 31, 2025, was $1.426 billion[29] - Payments on total debt of $237 million during fiscal year 2025[35] Market Share and Industry Trends - North American Towable market share was 38.2% for the six months ended June 30, 2025[59] - North American Motorized market share was 48.3% for the six months ended June 30, 2025[59]

Core Viewpoint - The company, Thor, has indicated a "weakness emerging in the job market," which has led to a somewhat soft fiscal-year guidance [1] Group 1 - Thor's fiscal-year guidance reflects concerns about the job market's performance [1] - The company is adjusting its expectations based on current economic indicators [1]

PART I [Business Overview](index=3&type=section&id=ITEM%201.%20BUSINESS) THOR Industries, established in 1980, is the world's largest recreational vehicle (RV) manufacturer, dominating North American and European markets through decentralized operations - THOR Industries is the world's largest recreational vehicle (RV) manufacturer, dominating both North American and European markets[10](index=10&type=chunk) - The company manufactures towable and motorized RVs in North America through subsidiaries like Airstream, Jayco, and Keystone, and various RV types in Europe via Erwin Hymer Group (EHG)[11](index=11&type=chunk)[12](index=12&type=chunk) - Subsidiaries like Airxcel and Postle provide RV-related components and aluminum extrusions, supporting RV manufacturers and the aftermarket[22](index=22&type=chunk)[23](index=23&type=chunk) General - THOR Industries, founded in 1980, is the world's largest recreational vehicle (RV) manufacturer and a leading producer in both North America and Europe[10](index=10&type=chunk) - The company manufactures various RVs, related components, and accessories in the U.S. and Europe, primarily selling to independent dealers in the U.S., Canada, and Europe[10](index=10&type=chunk) North American Recreational Vehicles - THOR is the largest RV manufacturer in North America by both volume and revenue, maintaining a leading position through fiscal years 2025, 2024, and 2023[13](index=13&type=chunk) - Key North American operating subsidiaries include Airstream (premium towable and motorized RVs), Jayco (towable, fifth-wheel, and motorized RVs), Keystone, KZ, Thor Motor Coach, and Tiffin Group[11](index=11&type=chunk)[13](index=13&type=chunk)[15](index=15&type=chunk)[16](index=16&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk) - Heartland's operations (conventional travel trailers and fifth-wheel RVs) will be reported under Jayco starting in fiscal year 2026[14](index=14&type=chunk) European Recreational Vehicles - THOR is a leading recreational vehicle manufacturer in Europe through its Erwin Hymer Group (EHG) subsidiary[20](index=20&type=chunk) - EHG produces multiple brands, including Buccaneer, Buerstner, Carado, Dethleffs, and Hymer, across nine primary European production facilities, covering both motorized and towable RVs[21](index=21&type=chunk) Other Businesses - Airxcel, Inc. produces a comprehensive range of high-quality RV-related products through its operating divisions and subsidiaries, primarily for RV OEMs and aftermarket sales via dealers and retailers[22](index=22&type=chunk) - Postle Operating, LLC manufactures and sells aluminum extrusions and specialty component products to RV and other manufacturers[23](index=23&type=chunk) Product Line Sales and Segment Information - The company operates with three reportable segments: North American Towable Recreational Vehicles, North American Motorized Recreational Vehicles, and European Recreational Vehicles[24](index=24&type=chunk) - Airxcel and Postle subsidiaries' operations are categorized under "Other," primarily involving sales of aluminum extrusions and specialty RV components[25](index=25&type=chunk) Contribution to Net Sales by Reportable Segment (Fiscal Years 2023-2025) | | 2025 | | | 2024 | | | | 2023 | | |---|---|---|---|---|---|---|---|---|---| | | Amount | % | Amount | % | Amount | % | | Recreational vehicles: | | | | | | | | North American Towable | $3,784,666 | 39.5 | $3,679,671 | 36.6 | $4,202,628 | 37.8 | | North American Motorized | 2,175,604 | 22.7 | 2,445,850 | 24.4 | 3,314,170 | 29.8 | | European | 3,023,961 | 31.6 | 3,364,980 | 33.5 | 3,037,147 | 27.3 | | Total recreational vehicles | 8,984,231 | 93.8 | 9,490,501 | 94.5 | 10,553,945 | 94.9 | | Other | 859,609 | 9.0 | 781,927 | 7.8 | 777,639 | 7.0 | | Intercompany eliminations | (264,350) | (2.8) | (229,020) | (2.3) | (209,979) | (1.9) | | Total | $9,579,490 | 100.0 | $10,043,408 | 100.0 | $11,121,605 | 100.0 | Recreational Vehicle Product Classification - North American RVs primarily include towable RVs (such as conventional travel trailers and fifth-wheel travel trailers) and motorized RVs (Class A, C, and B)[28](index=28&type=chunk)[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - European RVs include towable caravans, motorcaravans, campervans, and urban vehicles, with European products emphasizing lightweight and compact designs[28](index=28&type=chunk)[32](index=32&type=chunk)[33](index=33&type=chunk)[37](index=37&type=chunk)[38](index=38&type=chunk) Production - RVs are typically produced based on dealer orders to minimize inventory; North American capacity adjustments are relatively quick and low-cost, while European adjustments are longer and more expensive[39](index=39&type=chunk) - The company relies on a limited number of chassis suppliers, and chassis supply constraints have previously caused production disruptions and may recur[40](index=40&type=chunk)[41](index=41&type=chunk) - Europe continues to face increased costs, intermittent shortages, and delivery delays for non-chassis raw material components in the current fiscal year, impacting production efficiency[43](index=43&type=chunk) Seasonality - RV sales are seasonal, typically lower in winter months (second fiscal quarter) and higher in spring and summer, though strong consumer demand or macro/social disruptions may alter these patterns[46](index=46&type=chunk) Marketing and Distribution - The company primarily sells RVs through independent, non-franchised dealers in the U.S., Canada, and Europe, with approximately **2,400 dealers in North America** and **1,100 in Europe** as of July 31, 2025[47](index=47&type=chunk) - FreedomRoads, LLC accounted for approximately **14.0% of the company's consolidated net sales in fiscal 2025**, and **14.0% and 13.0% in fiscal 2024 and 2023**, respectively[52](index=52&type=chunk) - The company generally does not directly finance dealer purchases but enters into repurchase agreements with lenders upon request, committing to repurchase vehicles if a dealer defaults[53](index=53&type=chunk) Backlog - The increase in North American motorized RV backlog is primarily due to lower retail sales as of July 31, 2024, and dealer and consumer concerns regarding higher interest rates and carrying costs[54](index=54&type=chunk) - The decrease in European recreational vehicle backlog is primarily due to improved chassis supply and normalized dealer inventory levels as of July 31, 2025[56](index=56&type=chunk) Recreational Vehicle Backlog (as of July 31) | | July 31, 2025 | | July 31, 2024 | | Change | % | |---|---|---|---|---|---|---| | Recreational vehicles | | | | | | | | North American Towable | $525,014 | $552,379 | $(27,365) | (5.0) | | North American Motorized | 1,004,620 | 776,903 | 227,717 | 29.3 | | Total North America | 1,529,634 | 1,329,282 | 200,352 | 15.1 | | European | 1,525,592 | 1,950,793 | (425,201) | (21.8) | | Total | $3,055,226 | $3,280,075 | $(224,849) | (6.9) | Product Warranties - North American RV retail purchasers typically receive a **one-to-two-year limited warranty** for defects in materials and workmanship, with longer terms for certain structural components[58](index=58&type=chunk) - European RVs generally offer a **two-year limited warranty** on structural components and up to a **12-year warranty** against water ingress[58](index=58&type=chunk) Regulation - The company complies with vehicle safety and compliance standards from the U.S. RVIA, NHTSA, and those in Canada and Europe[59](index=59&type=chunk) - Operations are subject to environmental control standards for air, water, and noise pollution, as well as workplace health and safety standards[60](index=60&type=chunk)[61](index=61&type=chunk) - The company believes its products and facilities comply in all material respects with applicable regulations and anticipates no significant impact on capital expenditures, earnings, or competitive position from ongoing compliance in the foreseeable future[62](index=62&type=chunk) Competition - The RV industry is highly competitive with low barriers to entry, featuring approximately **80 North American** and **30 European manufacturers**[63](index=63&type=chunk) - As of June 30, 2025, THOR's retail market share in the U.S. and Canada was approximately **39.1% for towable and fifth-wheel RVs** and **48.3% for motorized RVs**[64](index=64&type=chunk) - EHG's retail market share in Europe was approximately **26.1% for motorized RVs and campervans** and **17.3% for caravans**[65](index=65&type=chunk) Trademarks and Patents - The company holds registered trademarks and patents in the U.S., Canada, Germany, and other international markets, and does not rely on third-party patents or technology licenses[66](index=66&type=chunk) Human Capital Resources - As of July 31, 2025, the company employed approximately **20,900 full-time team members globally**, with **13,200 in the U.S.** and **7,700 in Europe**[68](index=68&type=chunk) - The company is committed to a "people-first" culture, offering competitive compensation and benefits, and prioritizing team member safety and well-being[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) - The company provides annual training on its Business Ethics Policy to certain employees and offers an anonymous reporting channel to ensure ethical conduct[74](index=74&type=chunk) Forward-Looking Statements - This annual report contains forward-looking statements, and actual results may differ materially from expectations[76](index=76&type=chunk) - Risk factors include inflation, raw material and chassis supply constraints, geopolitical events, interest rate fluctuations, warranty and recall claims, dealer financial health, regulatory changes, and competition[76](index=76&type=chunk)[79](index=79&type=chunk) Available Information - The company's annual reports (10-K), quarterly reports (10-Q), current reports (8-K), and proxy statements are available free of charge on its website and the SEC's website[78](index=78&type=chunk) [Risk Factors](index=14&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces risks from macroeconomic volatility, intense competition, supply chain dependency, product liabilities, dealer concentration, international operations, and regulatory compliance - RV industry sales are highly volatile, influenced by macroeconomic conditions (such as inflation and interest rates) and consumer sentiment, exhibiting cyclical and seasonal patterns[82](index=82&type=chunk)[83](index=83&type=chunk) - The company heavily relies on suppliers for timely raw materials and components, especially chassis, where shortages or price fluctuations can disrupt production and increase costs[94](index=94&type=chunk)[97](index=97&type=chunk)[100](index=100&type=chunk) - Product recalls, customer satisfaction initiatives, and product liability claims could materially and adversely affect the company's financial condition and reputation[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk) - Reliance on key independent dealers (e.g., FreedomRoads, LLC) and dealer consolidation trends could negatively impact business[109](index=109&type=chunk)[110](index=110&type=chunk) - International operations face risks from exchange rate fluctuations, tariffs, regulatory differences, and geopolitical events[111](index=111&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - Increasingly stringent climate-related regulations, ESG matters, data privacy, and AI regulations may lead to additional costs, restrict product use, or harm the company's reputation[133](index=133&type=chunk)[136](index=136&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) Macroeconomic, Market, and Strategic Risks - RV industry sales are highly volatile, influenced by macroeconomic conditions (such as inflation and interest rates) and consumer sentiment, exhibiting cyclical and seasonal patterns[82](index=82&type=chunk)[83](index=83&type=chunk) - The company's stock price may fluctuate significantly due to various factors, including competitor new products, government regulatory changes, global economic conditions, interest rate changes, and investor sentiment[85](index=85&type=chunk)[86](index=86&type=chunk) - The RV industry is highly competitive with low barriers to entry, featuring competition from existing manufacturers, new entrants, the used RV market, and other leisure spending options[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) - The company's long-term success depends on its ability to innovate, including developing and marketing new products (e.g., electric and hybrid RVs) that meet consumer demand, but these investments are costly and uncertain[92](index=92&type=chunk)[93](index=93&type=chunk) Operational Risks - The company heavily relies on suppliers for timely raw materials and components, especially chassis, where shortages, production issues, or transportation delays can disrupt operations and increase manufacturing costs[94](index=94&type=chunk)[97](index=97&type=chunk)[101](index=101&type=chunk) - Fluctuations in raw material and component prices, along with changes in tariff policies, could increase costs and impact profit margins if not passed on to dealers[100](index=100&type=chunk) - Product recalls, customer satisfaction initiatives, and product liability claims could materially and adversely affect the company's financial condition and reputation[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk) - Reliance on key independent dealers (e.g., FreedomRoads, LLC) and dealer consolidation trends could negatively impact business and increase concentration risk for repurchase obligations[109](index=109&type=chunk)[110](index=110&type=chunk) - International sales (accounting for **36.1% of consolidated sales in fiscal 2025**) expose the company to risks from exchange rate fluctuations, tariffs, international legal compliance, supply chain disruptions, and economic/social instability[111](index=111&type=chunk)[113](index=113&type=chunk)[114](index=114&type=chunk) - Attracting and retaining experienced skilled labor, managing rising labor costs and employee benefits, and potential unionization efforts are critical for the company's long-term success and competitiveness[117](index=117&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk)[122](index=122&type=chunk)[123](index=123&type=chunk) Legal and Regulatory Risks - Climate-related regulations (e.g., emissions standards, zero-emission vehicle mandates) and increasing ESG focus may lead to additional compliance costs, restrict product use, or harm the company's reputation and stock price[133](index=133&type=chunk)[134](index=134&type=chunk)[136](index=136&type=chunk)[138](index=138&type=chunk) - Stricter privacy, data use, data protection, and artificial intelligence laws and regulations could result in increased compliance costs, fines, litigation, or reputational damage[139](index=139&type=chunk) - The company's operations are subject to numerous national, regional, federal, state, and local regulations, and any non-compliance or product recalls could materially and adversely affect operating results and reputation[140](index=140&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk) - Anti-takeover provisions in the company's organizational documents may delay or prevent a change in control, thereby limiting shareholders' ability to receive a premium[143](index=143&type=chunk)[144](index=144&type=chunk) Financial Risks - Changes in tax rates, tax laws, or tariffs could negatively impact the company's operating results, cash flows, financial condition, dividend payments, or strategic plans[145](index=145&type=chunk)[147](index=147&type=chunk) - The company's repurchase agreements with lenders financing dealer inventory, totaling **$3.484 billion in commercial commitments** as of July 31, 2025, could lead to increased future costs[149](index=149&type=chunk)[150](index=150&type=chunk)[457](index=457&type=chunk) - The company holds significant goodwill, intangible assets, equity investments, and other long-term assets, which may incur impairment charges due to changes in business conditions, poor operating performance, or adjustments to valuation assumptions[151](index=151&type=chunk)[283](index=283&type=chunk)[284](index=284&type=chunk) - The availability and terms of financing for dealers and retail purchasers, particularly interest rates and credit availability, significantly impact product demand and company performance[152](index=152&type=chunk)[153](index=153&type=chunk) - The company's debt arrangements (totaling **$933.8 million** as of July 31, 2025) make it more sensitive to economic downturns and may limit future financing capacity and debt costs[155](index=155&type=chunk)[158](index=158&type=chunk) [Unresolved Staff Comments](index=26&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) There are no unresolved staff comments in this report - There are no unresolved staff comments in this report[160](index=160&type=chunk) [Cybersecurity Risk Management, Strategy, and Governance](index=26&type=section&id=ITEM%201C.%20CYBERSECURITY%20RISK%20MANAGEMENT,%20STRATEGY%20AND%20GOVERNANCE) The company dedicates significant resources to its cybersecurity program, integrating it into the overall risk management system to identify, assess, and mitigate cyber threats, with board oversight - The company dedicates significant resources to its cybersecurity program, integrating it into the overall risk management system to identify, assess, and mitigate cyber threats[160](index=160&type=chunk) - Cybersecurity measures include penetration testing, internal testing, phishing simulations, and employee training, with cybersecurity insurance purchased to cover potential information security breach costs[161](index=161&type=chunk)[162](index=162&type=chunk) - The Board's Audit Committee oversees cybersecurity threat risks, with the Data Protection Officer (possessing nearly **25 years of cybersecurity experience**) regularly reporting to the Audit Committee and the Board[164](index=164&type=chunk)[165](index=165&type=chunk) - No cybersecurity threats with a material impact on the company's business strategy, operating results, or financial condition were identified in fiscal year 2025[163](index=163&type=chunk) Risk Management and Strategy - The company integrates cybersecurity risk management processes into its overall risk management system, regularly identifying and assessing threats, and developing mitigation strategies[160](index=160&type=chunk) - Internal measures include penetration testing, internal testing/code reviews, phishing simulations, and employee cybersecurity training[161](index=161&type=chunk) - The company maintains cybersecurity insurance to cover potential information security breach costs, and no material cybersecurity threats were identified in fiscal year 2025[162](index=162&type=chunk)[163](index=163&type=chunk) Governance - The company's Board of Directors' Audit Committee is responsible for overseeing cybersecurity threat risks[164](index=164&type=chunk) - The Data Protection Officer, reporting directly to the General Counsel, is responsible for the overall cybersecurity risk management program and regularly provides cybersecurity risk reports to the Audit Committee and the Board[164](index=164&type=chunk)[165](index=165&type=chunk) [Properties](index=27&type=section&id=ITEM%202.%20PROPERTIES) As of July 31, 2025, THOR Industries owns or leases approximately 24.136 million square feet of manufacturing and office space globally, primarily in Indiana and Germany, which are well-maintained and sufficient for intended use - As of July 31, 2025, the company owns or leases approximately **24,136,000 square feet** of manufacturing and office space globally[166](index=166&type=chunk)[167](index=167&type=chunk) - Primary properties are concentrated in Indiana, U.S. (**12,612,000 square feet**), and Germany, Europe (**4,065,000 square feet**)[167](index=167&type=chunk) - The company believes its existing facilities are well-maintained, in good condition, and sufficient for their intended purposes[166](index=166&type=chunk) [Legal Proceedings](index=28&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) The company is involved in routine litigation, including 'lemon law' and warranty claims, but management believes these will not materially impact its financial position, with past product recalls and investigations resolved - The company is involved in routine litigation, primarily based on state "lemon laws," warranty claims, and vehicle accidents, and maintains insurance coverage exceeding its self-insured retention for these matters[168](index=168&type=chunk) - Management believes the ultimate disposition of any current legal proceedings or claims will not have a material adverse effect on the company's financial condition, results of operations, or cash flows[168](index=168&type=chunk) - A product recall at the end of fiscal 2021 and a German vehicle weight disclosure investigation in fiscal 2022 have been resolved, with no material impact on the company's operating results in fiscal 2025[169](index=169&type=chunk)[170](index=170&type=chunk)[463](index=463&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable - This item is not applicable[171](index=171&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=29&type=section&id=ITEM%205.%20MARKET%20FOR%20REGISTRANT'S%20COMMON%20EQUITY,%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) The company's common stock trades on the NYSE, with 131 registered shareholders as of September 16, 2025; the Board plans to continue quarterly cash dividends, and the company repurchased **$52.647 million** of common stock in fiscal 2025, with a new **$400 million** authorization approved - The company's common stock (par value **$0.10 per share**) trades on the New York Stock Exchange (NYSE) under the ticker symbol 'THO'[173](index=173&type=chunk) - As of September 16, 2025, there were **131 registered holders** of the company's common stock[173](index=173&type=chunk) - The Board plans to continue regular quarterly cash dividends in the future, subject to earnings, cash flow, and existing financing agreement conditions[175](index=175&type=chunk) - In fiscal 2025, the company repurchased **586,558 shares of common stock** totaling **$52.647 million**; as of July 31, 2025, **$379.3 million remained** under a new **$400 million stock repurchase authorization** (approved June 18, 2025, expiring July 31, 2027)[178](index=178&type=chunk)[977](index=977&type=chunk)[978](index=978&type=chunk) Market Information - The company's common stock (par value **$0.10 per share**) trades on the New York Stock Exchange (NYSE) under the ticker symbol 'THO'[173](index=173&type=chunk) Holders - As of September 16, 2025, there were **131 registered holders** of the company's common stock[173](index=173&type=chunk) Dividends - The company's Board of Directors currently plans to continue regular quarterly cash dividends in the future[175](index=175&type=chunk) - Dividend payments are subject to specific payment conditions in existing credit agreements, including minimum adjusted excess cash availability and fixed charge coverage tests[175](index=175&type=chunk) Quarterly Dividend Payments | Fiscal Year | Quarterly Dividend Per Share | | :--- | :----------- | | 2025 | $0.50 | | 2024 | $0.48 | Unregistered Sales of Equity Securities and Use of Proceeds - In fiscal 2025, the company repurchased **586,558 shares of common stock** at a weighted-average price of **$89.76**, totaling **$52.647 million**[178](index=178&type=chunk)[977](index=977&type=chunk) - On June 18, 2025, the Board approved a new **$400 million stock repurchase authorization**, effective until July 31, 2027, with **$379.3 million remaining** under the authorization as of July 31, 2025[178](index=178&type=chunk)[975](index=975&type=chunk)[978](index=978&type=chunk) Stock Repurchase Summary (Three Months Ended July 31, 2025) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs | | :--------------- | :------------------------------- | :--------------------------- | :----------------------------------------------------------------------- | :------------------------------------------------------------------------------------- | | 5/1/25 – 5/31/25 | — | — | — | $421,095 | | 6/1/25 – 6/30/25 | 453,116 | $88.98 | 453,116 | $389,903 | | 7/1/25 – 7/31/25 | 117,242 | $90.44 | 117,242 | $379,300 | | | 570,358 | $89.28 | 570,358 | | [ (Reserved)](index=31&type=section&id=ITEM%206.%20(RESERVED)) This item is reserved - This item is reserved[8](index=8&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=ITEM%207.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) In fiscal 2025, consolidated net sales decreased **4.6% to $9.579 billion**, gross margin fell **0.5 percentage points to 14.0%**, and income before taxes dropped **15.1% to $296 million**, driven by demand shifts and macroeconomic factors - Consolidated net sales for fiscal 2025 decreased by **4.6%**, primarily due to lower demand in the North American motorized and European segments, partially offset by sales growth in the North American towable segment[227](index=227&type=chunk) - Income before income taxes for fiscal 2025 decreased by **15.1%**, primarily impacted by lower consolidated net sales and increased selling, general, and administrative expenses[231](index=231&type=chunk) - The company prioritizes using cash flow to reduce debt, maintain and grow dividend payments, fund organic growth, and pursue opportunistic acquisitions[266](index=266&type=chunk) Consolidated Financial Performance Summary (Fiscal Years 2025 vs. 2024) | Metric | Fiscal 2025 (Amount) | Fiscal 2024 (Amount) | Change (Amount) | Change (%) | | :------------------------------------ | :------------------- | :------------------- | :---------------- | :--------- | | Net Sales | $9,579,490 | $10,043,408 | $(463,918) | (4.6) | | Gross Profit | $1,340,641 | $1,451,962 | $(111,321) | (7.7) | | Gross Profit % of Net Sales | 14.0% | 14.5% | (0.5) pp | | | Selling, General & Administrative Expenses | $922,554 | $895,531 | $27,023 | 3.0 | | SG&A % of Net Sales | 9.6% | 8.9% | 0.7 pp | | | Income Before Income Taxes | $296,191 | $348,844 | $(52,653) | (15.1) | | Effective Income Tax Rate | 13.4% | 23.9% | (10.5) pp | | Executive Summary - THOR is the world's largest RV manufacturer, dominating both North American and European markets with a business model that includes decentralized operating units[183](index=183&type=chunk)[184](index=184&type=chunk) - In fiscal 2025, consumer confidence, inflation, and high interest rates negatively impacted RV wholesale and retail demand in North America and Europe[186](index=186&type=chunk) Significant Fiscal 2025 Events - The Omnibus Beautiful Bill (OBBB) was signed into law on July 4, 2025, with the most relevant impact for fiscal 2025 being **100% bonus depreciation** for qualified assets[187](index=187&type=chunk) - Other relevant OBBB provisions will impact the company in fiscal years 2026 and 2027, including the expensing of U.S. R&D costs and changes to international tax provisions[187](index=187&type=chunk) Significant Fiscal 2024 Events - On November 15, 2023, the company amended its term loan and ABL agreements, extending maturity dates and reducing applicable interest rates for U.S. dollar-denominated loans[188](index=188&type=chunk) - On July 1, 2024, the company further amended its term loan, reducing applicable interest rates for both U.S. dollar and Euro-denominated loans[189](index=189&type=chunk) - These amendments resulted in total charges of **$14.741 million** recognized in fiscal 2024, primarily comprising debt extinguishment costs and third-party expenses[188](index=188&type=chunk)[429](index=429&type=chunk) North American RV Industry - As of July 31, 2025, North American RV independent dealer inventory decreased by **2.3% to approximately 73,300 units**[191](index=191&type=chunk) - As of July 31, 2025, THOR's total North American RV backlog increased by **15.1% to $1.5296 billion**, primarily driven by an increase in North American motorized RV backlog[193](index=193&type=chunk) - RVIA forecasts North American wholesale unit shipments to increase by **1.0% to approximately 337,000 units in calendar year 2025**, and by **3.6% to approximately 349,300 units in calendar year 2026**[195](index=195&type=chunk)[196](index=196&type=chunk) - Despite recent challenges, the company remains optimistic about the long-term outlook for North American retail sales, believing consumer interest in the RV lifestyle remains strong[202](index=202&type=chunk)[203](index=203&type=chunk) North American RV Industry Wholesale Unit Shipments (Six Months Ended June 30) | | U.S. and Canada Wholesale Unit Shipments | | | | |---|---|---|---|---| | | Six Months Ended June 30, | | Increase | % | | | 2025 | 2024 | (Decrease) | Change | | North American Towable units | 172,041 | 159,407 | 12,634 | 7.9 | | North American Motorized units | 18,664 | 19,189 | (525) | (2.7) | | Total | 190,705 | 178,596 | 12,109 | 6.8 | North American RV Industry Retail Unit Registrations (Six Months Ended June 30) | | U.S. and Canada Retail Unit Registrations | | | | |---|---|---|---|---| | | Six Months Ended June 30, | | Increase | % | | | 2025 | 2024 | (Decrease) | Change | | North American Towable units | 166,013 | 169,013 | (3,000) | (1.8) | | North American Motorized units | 19,665 | 21,697 | (2,032) | (9.4) | | Total | 185,678 | 190,710 | (5,032) | (2.6) | European RV Industry - As of July 31, 2025, European RV independent dealer inventory was approximately **22,200 units**, down from **26,200 units** as of July 31, 2024[210](index=210&type=chunk) - As of July 31, 2025, European recreational vehicle backlog decreased by **21.8% to $1.5256 billion**, primarily due to improved chassis supply and normalized dealer inventory levels[211](index=211&type=chunk) - Despite short-term macroeconomic impacts, the company remains positive about the long-term growth prospects for European RV retail sales, driven by favorable demographic trends and increasing popularity of the RV lifestyle[216](index=216&type=chunk) European RV Industry Retail Unit Registrations (Six Months Ended June 30) | | European Unit Registrations | | | | | | |---|---|---|---|---|---|---| | | (2) Motorcaravan and Campervan | | | Caravan | | | | | Six Months Ended June 30, | | % | Six Months Ended June 30, | | % | | | 2025 | 2024 | Change | 2025 | 2024 | Change | | (1) OEM Reporting Countries | 82,524 | 82,909 | (0.5) | 24,869 | 26,898 | (7.5) | | (1) Non-OEM Reporting Countries | 12,139 | 11,901 | 2.0 | 6,393 | 7,776 | (17.8) | | Total | 94,663 | 94,810 | (0.2) | 31,262 | 34,674 | (9.8) | Results of Operations Consolidated Financial Performance - Consolidated net sales for fiscal 2025 decreased by **4.6% year-over-year to $9.579 billion**, primarily due to lower demand in the North American motorized and European segments[227](index=227&type=chunk) - Consolidated gross profit for fiscal 2025 decreased by **7.7% year-over-year to $1.341 billion**, with gross margin declining from **14.5% to 14.0%**, primarily due to lower sales and increased sales discounts[228](index=228&type=chunk) - Income before income taxes for fiscal 2025 decreased by **15.1% year-over-year to $296 million**, primarily impacted by lower consolidated net sales and increased selling, general, and administrative expenses[231](index=231&type=chunk) - The effective income tax rate for fiscal 2025 decreased from **23.9% to 13.4%**, primarily benefiting from foreign tax law changes (revaluation of deferred tax liabilities due to lower German corporate income tax rates) and a favorable mix of profitable jurisdictions[232](index=232&type=chunk)[445](index=445&type=chunk) Consolidated Operating Results (Fiscal Years 2025 vs. 2024) | | | FISCAL 2025 | FISCAL 2024 | | Change | % | |---|---|---|---|---|---|---| | NET SALES: | | | | | | | | Recreational vehicles | | | | | | | | North American Towable | $3,784,666 | $3,679,671 | $104,995 | 2.9 | | North American Motorized | 2,175,604 | 2,445,850 | (270,246) | (11.0) | | Total North America | 5,960,270 | 6,125,521 | (165,251) | (2.7) | | European | 3,023,961 | 3,364,980 | (341,019) | (10.1) | | Total recreational vehicles | 8,984,231 | 9,490,501 | (506,270) | (5.3) | | Other | 859,609 | 781,927 | 77,682 | 9.9 | | Intercompany eliminations | (264,350) | (229,020) | (35,330) | (15.4) | | Total | $9,579,490 | $10,043,408 | $(463,918) | (4.6) | Consolidated Gross Profit (Fiscal Years 2025 vs. 2024) | | | % of | | | % of | | | | |---|---|---|---|---|---|---|---|---| | | FISCAL 2025 | Segment | FISCAL 2024 | Segment | | Change | % | | | | Net Sales | | Net Sales | Amount | Change | | GROSS PROFIT: | | | | | | | | | Recreational vehicles | | | | | | | | | North American Towable | $496,976 | 13.1 | $427,386 | 11.6 | $69,590 | 16.3 | | North American Motorized | 210,634 | 9.7 | 277,840 | 11.4 | (67,206) | (24.2) | | Total North America | 707,610 | 11.9 | 705,226 | 11.5 | 2,384 | 0.3 | | European | 460,319 | 15.2 | 581,211 | 17.3 | (120,892) | (20.8) | | Total recreational vehicles | 1,167,929 | 13.0 | 1,286,437 | 13.6 | (118,508) | (9.2) | | Other, net | 172,712 | 20.1 | 165,525 | 21.2 | 7,187 | 4.3 | | Total | $1,340,641 | 14.0 | $1,451,962 | 14.5 | $(111,321) | (7.7) | Consolidated Income Before Income Taxes (Fiscal Years 2025 vs. 2024) | | | | % of | | % of | | Change | % | |---|---|---|---|---|---|---|---|---| | | | FISCAL 2025 | Segment | FISCAL 2024 | Segment | Amount | Change | | | | | Net Sales | | Net Sales | | | | INCOME (LOSS) BEFORE INCOME | | | | | | | | | TAXES: | | | | | | | | | Recreational vehicles | | | | | | | | | North American Towable | $247,012 | 6.5 | $169,232 | 4.6 | $77,780 | 46.0 | | North American Motorized | 85,343 | 3.9 | 126,496 | 5.2 | (41,153) | (32.5) | | Total North America | 332,355 | 5.6 | 295,728 | 4.8 | 36,627 | 12.4 | | European | 101,634 | 3.4 | 231,377 | 6.9 | (129,743) | (56.1) | | Total recreational vehicles | 433,989 | 4.8 | 527,105 | 5.6 | (93,116) | (17.7) | | Other, net | 53,740 | 6.3 | 45,299 | 5.8 | 8,441 | 18.6 | | Corporate | (191,538) | — | (223,560) | — | 32,022 | 14.3 | | Total | $296,191 | 3.1 | $348,844 | 3.5 | $(52,653) | (15.1) | Segment Reporting North American Towable Recreational Vehicles - Net sales increased by **2.9%**, primarily driven by a **6.2% increase in unit shipments**, despite a **3.3% decrease in net price per unit** due to a product mix shift towards mid-priced units[237](index=237&type=chunk)[238](index=238&type=chunk) - Gross profit increased by **16.3%**, with gross margin improving from **11.6% to 13.1%**, primarily due to a lower percentage of cost of products sold, including reduced sales discounts and improved warranty costs[239](index=239&type=chunk)[241](index=241&type=chunk) North American Towable Recreational Vehicles Segment Performance (Fiscal Years 2025 vs. 2024) | Metric | Fiscal 2025 (Amount) | Fiscal 2024 (Amount) | Change (Amount) | Change (%) | | :------------------------------------ | :------------------- | :------------------- | :---------------- | :--------- | | Net Sales | $3,784,666 | $3,679,671 | $104,995 | 2.9 | | Unit Shipments | 119,790 | 112,830 | 6,960 | 6.2 | | Gross Profit | $496,976 | $427,386 | $69,590 | 16.3 | | Gross Profit % of Net Sales | 13.1% | 11.6% | 1.5 pp | | | Income Before Income Taxes | $247,012 | $169,232 | $77,780 | 46.0 | North American Motorized Recreational Vehicles - Net sales decreased by **11.0%**, primarily due to an **8.6% decrease in unit shipments** and a **2.4% decrease in net price per unit**, the latter influenced by increased sales discounts and a product mix shift towards mid-priced gasoline models[245](index=245&type=chunk)[246](index=246&type=chunk) - Gross profit decreased by **24.2%**, with gross margin declining from **11.4% to 9.7%**, primarily due to lower sales and an increased percentage of cost of products sold, driven by higher sales discounts and product mix changes[247](index=247&type=chunk)[249](index=249&type=chunk) North American Motorized Recreational Vehicles Segment Performance (Fiscal Years 2025 vs. 2024) | Metric | Fiscal 2025 (Amount) | Fiscal 2024 (Amount) | Change (Amount) | Change (%) | | :------------------------------------ | :------------------- | :------------------- | :---------------- | :--------- | | Net Sales | $2,175,604 | $2,445,850 | $(270,246) | (11.0) | | Unit Shipments | 17,153 | 18,761 | (1,608) | (8.6) | | Gross Profit | $210,634 | $277,840 | $(67,206) | (24.2) | | Gross Profit % of Net Sales | 9.7% | 11.4% | (1.7) pp | | | Income Before Income Taxes | $85,343 | $126,496 | $(41,153) | (32.5) | European Recreational Vehicles - Net sales decreased by **10.1%**, primarily due to a **19.7% decrease in unit shipments**, partially offset by a **9.6% increase in net price per unit**, influenced by foreign currency exchange rate changes and a product mix shift towards motorized RVs[254](index=254&type=chunk)[255](index=255&type=chunk) - Gross profit decreased by **20.8%**, with gross margin declining from **17.3% to 15.2%**, primarily due to lower sales and an increased percentage of material and manufacturing costs[258](index=258&type=chunk)[259](index=259&type=chunk)[260](index=260&type=chunk) European Recreational Vehicles Segment Performance (Fiscal Years 2025 vs. 2024) | Metric | Fiscal 2025 (Amount) | Fiscal 2024 (Amount) | Change (Amount) | Change (%) | | :------------------------------------ | :------------------- | :------------------- | :---------------- | :--------- | | Net Sales | $3,023,961 | $3,364,980 | $(341,019) | (10.1) | | Unit Shipments | 44,445 | 55,317 | (10,872) | (19.7) | | Gross Profit | $460,319 | $581,211 | $(120,892) | (20.8) | | Gross Profit % of Net Sales | 15.2% | 17.3% | (2.1) pp | | | Income Before Income Taxes | $101,634 | $231,377 | $(129,743) | (56.1) | Liquidity and Capital Resources - As of July 31, 2025, cash and cash equivalents increased by **$85.28 million to $586.6 million**, with **$412.1 million held in the U.S.** and **$174.5 million in Europe**[263](index=263&type=chunk) - As of July 31, 2025, net working capital was **$1.193 billion**, up from **$1.083 billion** as of July 31, 2024[264](index=264&type=chunk) - The company expects its cash and cash equivalents on hand, funds generated from operations, and available funds under its revolving asset-based credit facility (approximately **$840 million** as of July 31, 2025) to be sufficient for foreseeable operating needs[265](index=265&type=chunk) - The company prioritizes using cash flow to reduce debt, maintain and grow dividend payments, fund organic growth, and pursue opportunistic acquisitions and stock repurchases[266](index=266&type=chunk) Operating Activities - Net cash provided by operating activities for fiscal 2025 was **$577.9 million**, primarily from net income adjusted for non-cash items (**$512 million**) and an increase in accounts payable[270](index=270&type=chunk) Net Cash Provided by Operating Activities | Fiscal Year | Amount | | :--- | :------- | | 2025 | $577,923 | | 2024 | $545,548 | Investing Activities - Net cash used in investing activities for fiscal 2025 was **$64.465 million**, primarily for capital expenditures (**$122.9 million**), partially offset by proceeds from the disposal of property, plant, and equipment (**$63.305 million**)[272](index=272&type=chunk) Net Cash Used in Investing Activities | Fiscal Year | Amount | | :--- | :--------- | | 2025 | $(64,465) | | 2024 | $(146,812) | Financing Activities - Net cash used in financing activities for fiscal 2025 was **$426.3 million**, primarily for term loan repayments (**$205 million**), quarterly dividend payments (**$106.1 million**), and treasury stock repurchases (**$52.647 million**)[274](index=274&type=chunk) - The company increased its quarterly dividend from **$0.48 to $0.50 per share** in October 2024[276](index=276&type=chunk) Net Cash Used in Financing Activities | Fiscal Year | Amount | | :--- | :--------- | | 2025 | $(426,306) | | 2024 | $(337,677) | Principal Contractual Obligations and Commercial Commitments - As of July 31, 2025, the company's total commercial commitments under dealer inventory financing repurchase obligations amounted to **$3.484 billion**[280](index=280&type=chunk)[457](index=457&type=chunk) Principal Contractual Cash Obligations (as of July 31, 2025) | Contractual Obligations | Total | Fiscal 2026 | Fiscal 2027-2028 | Fiscal 2029-2030 | After 5 Years | | :---------------------- | :------ | :---------- | :--------------- | :--------------- | :------------ | | Debt principal payments | $933,812 | $3,367 | $11,331 | $505,608 | $413,506 | | Finance leases | $2,062 | $1,107 | $955 | — | — | | Operating leases | $57,348 | $17,476 | $20,181 | $6,902 | $12,789 | | Purchase obligations | $201,391 | $201,391 | — | — | — | | **Total** | **$1,194,613** | **$223,341** | **$32,467** | **$512,510** | **$426,295** | Other Commercial Commitments (as of July 31, 2025) | Commercial Commitments | Total Committed | Less Than One Year | 1-3 Years | 4-5 Years | Over 5 Years | | :----------------------- | :-------------- | :----------------- | :---------- | :---------- | :----------- | | Standby repurchase obligations | $3,484,235 | $2,130,127 | $1,354,108 | — | — | Application of Critical Accounting Estimates - Critical accounting estimates include the valuation of goodwill, intangible assets, and long-lived assets, as well as product warranty reserves[282](index=282&type=chunk) - Goodwill (**$1.841 billion** as of July 31, 2025) is tested annually for impairment, with its fair value determined using a discounted cash flow model involving significant management judgments such as sales growth rates, gross margin patterns, and discount rates[283](index=283&type=chunk)[284](index=284&type=chunk) - Product warranty liabilities (**$291.1 million** as of July 31, 2025) are estimated based on retail sales history, dealer inventory, average costs, and the distribution of warranty expenditures[288](index=288&type=chunk)[425](index=425&type=chunk) Accounting Pronouncements - The company adopted ASU 2023-07, 'Segment Reporting: Improvements to Reportable Segment Disclosures,' as of July 31, 2025[380](index=380&type=chunk) - The company is evaluating ASU 2023-09, 'Income Taxes: Improvements to Income Tax Disclosures' (effective fiscal 2026), and ASU 2024-03, 'Income Statement—Reporting Comprehensive Income—Disaggregation of Expenses Disclosures' (effective fiscal 2028)[381](index=381&type=chunk)[382](index=382&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=52&type=section&id=ITEM%207A.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company faces market risks from foreign currency exchange rates, interest rates, and commodity prices, managing these through forward contracts, economic hedges, and supplier negotiations - The company primarily faces foreign currency exchange rate risk from the Euro and British Pound, which it manages using forward foreign exchange contracts[292](index=292&type=chunk) - As of July 31, 2025, the company held **$373.8 million** in Euro-denominated debt, serving as an economic hedge against foreign currency exchange rate risk for its Euro-denominated subsidiary investments[293](index=293&type=chunk)[398](index=398&type=chunk) - Regarding interest rate risk, assuming constant floating-rate debt levels, a **one percentage point increase in interest rates** is projected to reduce income before income taxes by **$4.138 million annually**[294](index=294&type=chunk) - The company faces commodity price risk from fluctuations in raw material prices, such as steel and aluminum, and manages these risks through negotiations with suppliers[295](index=295&type=chunk) Currency Exchange Risk - The company primarily faces currency exchange rate risk from the Euro and British Pound, and uses forward foreign exchange contracts to manage risks associated with anticipated sales transactions[292](index=292&type=chunk) - As of July 31, 2025, the company held **$373.8 million** in Euro-denominated debt, and a hypothetical **10% change in the Euro/U.S. dollar exchange rate** would alter the debt balance by approximately **$37.381 million**[293](index=293&type=chunk) Interest Rate Risk - The company faces market risk from changes in interest rates, which could impact operating results and financial condition[294](index=294&type=chunk) - Based on the company's assumed level of floating-rate debt for the next 12 months, a **one percentage point increase in interest rates** is projected to reduce income before income taxes by **$4.138 million annually**[294](index=294&type=chunk) Commodity Price Risk - The company faces market risk from price fluctuations in purchased raw materials like steel and aluminum, which are integrated into its products and components[295](index=295&type=chunk) - The company manages the timing and magnitude of commodity price increases through negotiations with suppliers[295](index=295&type=chunk) [Financial Statements and Supplementary Data – See Item 15](index=53&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA%20%E2%80%93%20SEE%20ITEM%2015) This item references the financial statements and supplementary data at the end of the report, including unaudited quarterly financial data for fiscal years 2025 and 2024 - This item references the financial statements and supplementary data found on pages F-1 through F-35 at the end of the report[297](index=297&type=chunk) Quarterly Financial Data (Unaudited) Quarterly Financial Data (Unaudited) - Fiscal Year 2025 | | | | | | Quarter Ended | | | | |---|---|---|---|---|---|---|---|---| | Fiscal 2025 | | October 31 | | January 31 | | April 30 | | July 31 | | Net sales | $2,142,784 | $2,018,107 | $2,894,816 | $2,523,783 | | Gross profit | 281,442 | 245,197 | 443,119 | 370,883 | | Net income (loss) attributable to THOR Industries, Inc. | (1,832) | (551) | 135,185 | 125,757 | | (1) Earnings (loss) per common share: | | | | | | | Basic | $ (0.03) | $ (0.01) | $ 2.54 | $ 2.37 | | Diluted | $ (0.03) | $ (0.01) | $ 2.53 | $ 2.36 | | Dividends paid per common share | $ 0.50 | $ 0.50 | $ 0.50 | $ 0.50 | | Market prices per common share | | | | | | | High | $ 115.86 | $ 118.85 | $ 105.75 | $ 97.32 | | Low | $ 93.86 | $ 92.45 | $ 63.16 | $ 72.07 | Quarterly Financial Data (Unaudited) - Fiscal Year 2024 | | | | | | Quarter Ended | | | | |---|---|---|---|---|---|---|---|---| | Fiscal 2024 | | October 31 | | January 31 | | April 30 | | July 31 | | Net sales | $2,500,759 | $2,207,369 | $2,801,113 | $2,534,167 | | Gross profit | 357,932 | 270,847 | 421,852 | 401,331 | | Net income attributable to THOR Industries, Inc. | 53,565 | 7,217 | 114,511 | 90,015 | | (1) Earnings per common share: | | | | | | | Basic | $ 1.01 | $ 0.14 | $ 2.15 | $ 1.70 | | Diluted | $ 0.99 | $ 0.13 | $ 2.13 | $ 1.68 | | Dividends paid per common share | $ 0.48 | $ 0.48 | $ 0.48 | $ 0.48 | | Market prices per common share | | | | | | | High | $ 116.31 | $ 122.00 | $ 129.31 | $ 110.32 | | Low | $ 84.55 | $ 87.52 | $ 96.99 | $ 88.37 | [Changes In and Disagreements With Accountants on Accounting and Financial Disclosure](index=56&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) There are no changes in or disagreements with accountants on accounting and financial disclosure in this report - There are no changes in or disagreements with accountants on accounting and financial disclosure in this report[300](index=300&type=chunk) [Controls and Procedures](index=54&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management, including the CEO and CFO, affirmed the effectiveness of disclosure controls and internal controls over financial reporting as of July 31, 2025, with no significant changes in Q4 FY2025, and Deloitte issued an unqualified opinion on internal controls - The company's management assessed and confirmed that its disclosure controls and procedures were effective as of July 31, 2025[300](index=300&type=chunk) - Management, based on the COSO framework, assessed and concluded that the company's internal control over financial reporting was effective as of July 31, 2025[303](index=303&type=chunk) - No significant changes in internal control over financial reporting occurred during the fourth fiscal quarter of 2025[305](index=305&type=chunk) - Deloitte & Touche LLP, the independent registered public accounting firm, issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting[307](index=307&type=chunk)[308](index=308&type=chunk) Part A – Disclosure Controls and Procedures - The company's management, including the Chief Executive Officer and Chief Financial Officer, assessed and confirmed that its disclosure controls and procedures were effective as of July 31, 2025[300](index=300&type=chunk) - These controls are designed to ensure that required information is recorded, processed, summarized, and reported within SEC-prescribed timeframes, and communicated to management for disclosure decisions[300](index=300&type=chunk) Part B – Management's Annual Report on Internal Control Over Financial Reporting - Management is responsible for establishing and maintaining effective internal control over financial reporting and assessed its effectiveness based on the COSO framework (2013)[301](index=301&type=chunk)[303](index=303&type=chunk) - Management concluded that, as of July 31, 2025, the company's internal control over financial reporting was effective[303](index=303&type=chunk) Part C – Changes in Internal Control Over Financial Reporting - No changes in internal control over financial reporting occurred during the fourth fiscal quarter of 2025 that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[305](index=305&type=chunk) Part D – Attestation Report of Independent Registered Public Accounting Firm - Deloitte & Touche LLP issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of July 31, 2025[307](index=307&type=chunk) - Deloitte & Touche LLP also audited the company's consolidated financial statements for the year ended July 31, 2025, and issued an unqualified opinion[308](index=308&type=chunk) [Other Information](index=58&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) The company permits directors and officers to trade company stock under Rule 10b5-1 plans, subject to insider trading policies and ownership requirements, with no new plans adopted or terminated in the three months ended July 31, 2025 - The company's insider trading policy permits directors and officers to trade company stock under Rule 10b5-1 trading arrangements, subject to applicable regulations, company insider trading policies, and stock ownership requirements[313](index=313&type=chunk) - No Rule 10b5-1 trading arrangements or "non-Rule 10b5-1 trading arrangements" were adopted or terminated by any director or officer during the three months ended July 31, 2025[314](index=314&type=chunk) Rule 10b5-1 Trading Arrangements - The company's insider trading policy permits directors and officers to enter into Rule 10b5-1 trading arrangements during open trading windows and when not in possession of material non-public information[313](index=313&type=chunk) - The company generally requires Rule 10b5-1 trading arrangements adopted by directors or officers not to expire within one year of implementation and to comply with mandatory cooling-off period requirements[313](index=313&type=chunk) - No Rule 10b5-1 trading arrangements were adopted or terminated by any director or officer during the three months ended July 31, 2025[314](index=314&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspection](index=58&type=section&id=ITEM%209C.%20DISCLOSURE%20REGARDING%20FOREIGN%20JURISDICTIONS%20THAT%20PREVENT%20INSPECTION) This item is not applicable - This item is not applicable[315](index=315&type=chunk) PART III [Directors, Executive Officers, and Corporate Governance](index=59&type=section&id=ITEM%2010.%20DIRECTORS,%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) The company has adopted a Business Ethics Policy applicable to all directors, officers, and employees, with additional governance information incorporated by reference from its 2025 proxy statement - The company has adopted the "THOR Industries, Inc. Business Ethics Policy," applicable to all directors, officers, and employees, available on its website[318](index=318&type=chunk) - Additional information regarding directors, executive officers, and corporate governance is incorporated by reference from the company's 2025 Annual Meeting of Shareholders proxy statement[319](index=319&type=chunk) [Executive Compensation](index=59&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Information regarding executive compensation is incorporated by reference from the company's proxy statement - Information regarding executive compensation is incorporated by reference from the company's proxy statement[320](index=320&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=59&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) As of July 31, 2025, **703,062 outstanding options, warrants, and rights** were issuable under the 2016 Equity and Incentive Plan, with **652,508 shares available for future issuance** - The **703,062 securities** in column (a) represent restricted stock units and performance stock units granted under the 2016 Plan, which do not have an exercise price[322](index=322&type=chunk)[323](index=323&type=chunk) - Additional information regarding security ownership of certain beneficial owners and management is incorporated by reference from the company's proxy statement[323](index=323&type=chunk) Equity Compensation Plan Information - The **703,062 securities** in column (a) represent restricted stock units and performance stock units granted under the 2016 Plan, which do not have an exercise price[322](index=322&type=chunk)[323](index=323&type=chunk) Equity Compensation Plan Information (as of July 31, 2025) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted-average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | :------------------------------------------ | :-------------------------------------------------------------------------- | :-------------------------------------------------------------------------- | :------------------------------------------------------------------------------------------------------------------------------------------------ | | Equity compensation plans approved by security holders | 703,062 | $— | 652,508 | | Equity compensation plans not approved by security holders | — | — | — | | **Total** | **703,062** | **$—** | **652,508** | [Certain Relationships and Related Transactions and Director Independence](index=60&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%20AND%20DIRECTOR%20INDEPENDENCE) Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's proxy statement - Information regarding certain relationships, related transactions, and director independence is incorporated by reference from the company's proxy statement[324](index=324&type=chunk) [Principal Accounting Fees and Services](index=60&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) Information regarding principal accounting fees and services is incorporated by reference from the company's proxy statement - Information regarding principal accounting fees and services is incorporated by reference from the company's proxy statement[325](index=325&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=59&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This item lists the financial statements and exhibits included in the annual report, with all financial statement schedules omitted as the information is inapplicable, immaterial, or already presented in the consolidated financial statements and notes - The financial statements on pages F-1 through F-35 at the end of this report are incorporated by reference into this item[327](index=327&type=chunk) - All financial statement schedules have been omitted because the required information is inapplicable, immaterial, or presented in the consolidated financial statements and their notes[328](index=328&type=chunk) - The exhibit list includes the company's articles of incorporation, debt agreements (e.g., term loan agreement, ABL credit agreement), equity and incentive plans, and various certification documents[329](index=329&type=chunk)[330](index=330&type=chunk) Financial Statements - Financial statements include the Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Consolidated Statements of Income and Comprehensive Income, Consolidated Statements of Stockholders' Equity, and Consolidated Statements of Cash Flows, along with Notes to Consolidated Financial Statements[327](index=327&type=chunk) Financial Statement Schedules - All financial statement schedules have been omitted because the required information is inapplicable, immaterial, or presented in the consolidated financial statements and their notes[328](index=328&type=chunk) Exhibits - The exhibit list includes the company's articles of incorporation, debt agreements (e.g., term loan agreement, ABL credit agreement), equity and incentive plans, and various certification documents[329](index=329&type=chunk)[330](index=330&type=chunk) [Signatures](index=64&type=section&id=SIGNATURES) This report was signed by Robert W. Martin (Director, President, and CEO) and Colleen Zuhl (SVP and CFO) on September 24, 2025, with Deloitte issuing an unqualified opinion on financial statements and internal controls, highlighting Airxcel's goodwill valuation as a critical audit matter - This report was signed by Robert W. Martin, Director, President, and Chief Executive Officer, and Colleen Zuhl, Senior Vice President and Chief Financial Officer of THOR Industries, Inc. on September 24, 2025[334](index=334&type=chunk)[335](index=335&type=chunk)[336](index=336&type=chunk) - Deloitte & Touche LLP issued an unqualified opinion on the consolidated financial statements and the effectiveness of internal control as of July 31, 2025[338](index=338&type=chunk)[339](index=339&type=chunk) - The valuation of goodwill for the Airxcel reporting unit was identified as a critical audit matter due to significant management judgments in estimating fair value, particularly regarding sales growth rates and discount rates[342](index=342&type=chunk)[343](index=343&type=chunk) Report of Independent Registered Public Accounting Firm - Deloitte & Touche LLP issued an unqualified opinion on the consolidated balance sheets of THOR Industries, Inc. and subsidiaries as of July 31, 2025 and 2024, and the related consolidated statements of income and comprehensive income, stockholders' equity, and cash flows for each of the three years ended July 31, 2025[338](index=338&type=chunk) - Deloitte & Touche LLP also issued an unqualified opinion on the effectiveness of the company's internal control over financial reporting as of July 31, 2025[339](index=339&type=chunk) Opinion on the Financial Statements - Deloitte & Touche LLP believes the company's financial statements fairly present, in all material respects, the financial position as of July 31, 2025 and 2024, and the results of operations and cash flows for each of the three years ended July 31, 2025, in conformity with U.S. generally accepted accounting principles[338](index=338&type=chunk) Critical Audit Matter - The valuation of goodwill for the Airxcel reporting unit was identified as a critical audit matter due to significant management judgments in estimating fair value, particularly regarding sales growth rates and discount rates[342](index=342&type=chunk)[343](index=343&type=chunk) - As of July 31, 2025, the goodwill balance was **$1.841 billion**, with **$392 million allocated to the Airxcel reporting unit**, whose fair value exceeded its carrying value, with no impairment identified[342](index=342&type=chunk) - Audit procedures included testing management's controls over determining the reporting unit's fair value, evaluating the reasonableness of sales growth rates, and utilizing a fair value specialist to assess the reasonableness of discount rates[344](index=344&type=chunk)[345](index=345&type=chunk)

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) Key financial metrics for the quarter and fiscal year ended July 31, 2025, show mixed performance in sales, profit, and cash flow Financial Highlights ($ in thousands, except for per share data) | | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Change (QoQ) | Fiscal Years Ended July 31, 2025 | Fiscal Years Ended July 31, 2024 | Change (YoY) | | :---------------------------------------- | :------------------------------- | :------------------------------- | :----------- | :------------------------------- | :------------------------------- | :----------- | | Net Sales | $2,523,783 | $2,534,167 | (0.4)% | $9,579,490 | $10,043,408 | (4.6)% | | Gross Profit | $370,883 | $401,331 | (7.6)% | $1,340,641 | $1,451,962 | (7.7)% | | Gross Profit Margin % | 14.7% | 15.8% | (110) bps | 14.0% | 14.5% | (50) bps | | Net Income Attributable to THOR | $125,757 | $90,015 | 39.7% | $258,559 | $265,308 | (2.5)% | | Diluted Earnings Per Share | $2.36 | $1.68 | 40.5% | $4.84 | $4.94 | (2.0)% | | Cash Flows from Operations | $258,674 | $338,016 | (23.5)% | $577,923 | $545,548 | 5.9% | | EBITDA | $224,804 | $219,025 | 2.6% | $615,839 | $714,655 | (13.8)% | | Adjusted EBITDA | $209,506 | $218,392 | (4.1)% | $659,126 | $730,095 | (9.7)% | [Market Update & Outlook](index=2&type=section&id=Market%20Update%20%26%20Outlook) This section provides an overview of North American and European market trends, dealer sentiment, consumer financial health, and affordability challenges, along with the company's outlook [North American Retail Demand Trends](index=2&type=section&id=North%20American%20Retail%20Demand%20Trends) North American retail trends strengthened during the spring selling season, leading to fiscal 2025 net sales slightly above guidance, but a low- to mid-single digit decline is anticipated for fiscal 2026 due to interest rates, product transition, and dealer relationships - Strengthening retail trends in the spring selling season led to fiscal **2025** consolidated net sales slightly above guidance[5](index=5&type=chunk) - Fiscal **2026** guidance assumes a low- to mid-single digit decline in North American retail[5](index=5&type=chunk) - Key considerations for fiscal **2026** retail include: lapping lower interest rates from calendar **2024**, an 'air pocket' during the Heartland product transition, and expected improvements from enhanced independent dealer relationships[5](index=5&type=chunk) [European Retail Environment & Outlook](index=2&type=section&id=European%20Retail%20Environment%20%26%20Outlook) The European market is expected to be relatively flat in fiscal 2026, despite encouraging signs like double-digit retail growth at the 2025 Caravan Salon, with challenges including a shift towards premium and entry-level brands and declining retail registrations, though ECB interest rate cuts are expected to aid future sales - Anticipate a relatively flat sell-through environment in Europe for fiscal **2026**[6](index=6&type=chunk) - European retail registrations for the first half of calendar year **2025** decreased **2.7%** compared to the prior-year period[6](index=6&type=chunk) European Retail Registrations (H1 2025 vs H1 2024) | Product Segment | Change (%) | | :-------------- | :----- | | Motorcaravans & Campervans | -0.2% | | Caravans | -9.8% | | Total Retail Registrations | -2.7% | - ECB interest rate cuts through June **2025** are expected to aid sales channel throughput by reducing carrying costs for dealers and moderating costs for retail customers[8](index=8&type=chunk) [North American Independent Dealers Sentiment & Industry Outlook](index=2&type=section&id=North%20American%20Independent%20Dealers%20Sentiment%20%26%20Industry%20Outlook) North American independent dealers are cautiously optimistic despite a volatile fiscal 2025, maintaining conservative inventory levels, while the RVIA forecasts approximately 337,000 wholesale shipments for calendar 2025, implying a 6% decline in H2 2025 - North American independent dealers' sentiment is cautiously optimistic, despite a volatile fiscal **2025**[7](index=7&type=chunk) - Dealers are expected to place orders closer to need and adopt a conservative inventory stance[7](index=7&type=chunk) - RVIA forecast for calendar **2025** North American wholesale shipments is **320,400 to 353,500 units**, with a most likely scenario of approximately **337,000 units**[7](index=7&type=chunk) - This forecast implies an approximately **6%** decline of industry wholesale shipments in the second half of calendar **2025** compared to the second half of calendar **2024**[7](index=7&type=chunk) [Consumer Financial Health & Sentiment](index=3&type=section&id=Consumer%20Financial%20Health%20%26%20Sentiment) Consumer financial health is varied, with resilient spending and wage growth offset by mounting household debt and a weakening labor market, leading to volatile sentiment and inflation expectations, as the company plans for a challenging operating environment in fiscal 2026 - Consumer spending and wage growth have been resilient, but there is mounting household debt and signs of a weakening labor market[10](index=10&type=chunk) - Consumer sentiment and inflation expectations remain volatile[10](index=10&type=chunk) - The company plans for a challenging operating environment in fiscal **2026**, similar to fiscal **2025**, with any upside likely driven by idiosyncratic business initiatives[10](index=10&type=chunk) [Affordability Concerns & Tariff Impacts](index=3&type=section&id=Affordability%20Concerns%20%26%20Tariff%20Impacts) Affordability remains a significant market challenge, with efforts to mitigate cost pass-through to consumers, while the full impact of tariffs in fiscal 2026 is difficult to quantify, and the company addresses affordability through innovative private label products and strong entry-level volume - Affordability is a significant challenge, with efforts to prevent incremental costs from being passed to consumers[11](index=11&type=chunk) - The full impact of tariffs in fiscal **2026** is difficult to quantify due to the shifting environment and influencing factors on product mix[11](index=11&type=chunk) - Strong volume in entry-level single axle trailers is expected to generate future sales growth of larger travel trailers and fifth wheels as customers progress through the trade-in cycle[9](index=9&type=chunk) - Innovative private label products in the Motorized segment are resonating in the market by hitting key price points for customers[9](index=9&type=chunk) [Operations Update](index=4&type=section&id=Operations%20Update) This section details updates on dealer inventory levels, the Heartland product consolidation, and strategic initiatives at Keystone to improve operational efficiency and market position [Dealer Inventory Levels](index=4&type=section&id=Dealer%20Inventory%20Levels) North American dealer inventory ended fiscal Q4 2025 at approximately 73,300 units, a decrease from prior periods, with improved dealer turns, while European dealer inventory also declined, positioning the company for market share growth - North American dealer inventory ended fiscal Q4 **2025** at approximately **73,300 units**, down from **91,800 units** as of April **30, 2025**, and **75,000 units** as of July **31, 2024**[12](index=12&type=chunk) - North American dealer turns finished at **1.9x** in fiscal Q4 **2025**, correcting a slip in Q3[12](index=12&type=chunk) - European dealer inventory levels approximated **22,200 units** at the end of fiscal Q4 **2025**, a modest decline from **23,000 units** in April **2025** and significantly lower than **26,200 units** in July **2024**[12](index=12&type=chunk) - Current inventory levels in both North America and Europe are deemed appropriate to grow market share[12](index=12&type=chunk) [Heartland Product Consolidation & Other Opportunities](index=4&type=section&id=Heartland%20Product%20Consolidation%20%26%20Other%20Opportunities) The consolidation of Heartland products under Jayco is expected to cause inefficiencies in H1 FY2026 but will lead to positive impacts on both top and bottom lines in H2 FY2026, driving profitable volume and multi-year share gains, while the company continuously seeks opportunities to streamline functions and right-size capacities - Heartland product consolidation under Jayco will cause inefficiencies in H1 FY**2026**, but is expected to lead to positive impacts on top and bottom lines in H2 FY**2026**[13](index=13&type=chunk) - The new Heartland product is expected to be a driver of profitable volume and has the potential for multi-year share gains[13](index=13&type=chunk) - The company is satisfied with its current structure and product portfolio, but will streamline functions or right-size capacities when opportunities arise[13](index=13&type=chunk) [Keystone Initiatives](index=4&type=section&id=Keystone%20Initiatives) Keystone, the highest volume operating company, underwent a comprehensive review and rebranding in June 2025 to regain market share lost post-COVID-19, with planned product refreshes, new entry-level lines, and a redesign of the Montana line, all aimed at market share recovery despite execution risks - Keystone, the highest volume operating company, lost market share post-COVID-19 and has undergone a comprehensive review and rebranding in June **2025**[14](index=14&type=chunk) - A product refresh, including full body paint on trailers, new content, and a geographically diverse portfolio, is being showcased at the September **2025** Open House[14](index=14&type=chunk) - New entry-level lines and a frame-up redesign of the Montana line are planned, with more product introductions leading up to Keystone's **30th** anniversary in **2026**[14](index=14&type=chunk) - The company is confident in Keystone's ability to regain market share, despite execution risks[14](index=14&type=chunk) [Strategic Update](index=5&type=section&id=Strategic%20Update) This section outlines strategic efforts to improve North American market share, the economic rationale behind private label brands, and the introduction of innovative electrified products [North American Market Share Improvement](index=5&type=section&id=North%20American%20Market%20Share%20Improvement) THOR's North American market share has steadily improved through June 2025, driven by effective initiatives to gain lot share with key dealer partners and a robust product portfolio at competitive price points, with future gains expected from refreshed lineups and tailored products - THOR's North American market share improved in recent months through June **2025** due to effective initiatives to gain lot share with key dealer partners[18](index=18&type=chunk) - Teams have worked to offer a more robust product portfolio at price levels consumers demand, leading to positive retail market share inflection[18](index=18&type=chunk) - Future share gains are expected from the refreshed Keystone lineup, revamped Heartland portfolio by Jayco, and Thor Motor Coach products tailored to consumer preferences[18](index=18&type=chunk) [Private Label Brands Economics & Strategy](index=5&type=section&id=Private%20Label%20Brands%20Economics%20%26%20Strategy) While THOR's established brands are foundational, private label products serve a role for growing dealership groups, offering advantageous upstream pricing through supply chain leverage and improved operational efficiencies from larger order quantities, largely offsetting lower wholesale prices - Private label products serve a place for growing dealership groups, complementing THOR's best-in-class brands[16](index=16&type=chunk) - Larger order quantities for private label products enable advantageous upstream pricing through supply chain leverage[16](index=16&type=chunk) - Increased operational efficiencies from larger, more uniform production batches largely offset the impact of lower wholesale prices for private label brands[16](index=16&type=chunk) [Jayco Entegra Embark Hybrid Motorhome](index=5&type=section&id=Jayco%20Entegra%20Embark%20Hybrid%20Motorhome) Jayco has unveiled the Entegra Embark hybrid Class A motorhome, a significant first step towards electrified offerings, featuring a quiet driving experience, European-inspired design, reduced emissions, and improved fuel usage, reinforcing THOR's industry leadership and attracting sustainability-focused customers - Jayco unveiled the Entegra Embark hybrid Class A motorhome, a significant first step towards electrified product offerings[17](index=17&type=chunk) - The hybrid motorhome offers an exceptionally quiet driving experience, European-inspired interior design, reduced emissions, and improved fuel usage[17](index=17&type=chunk) - This development reinforces THOR's industry leadership in technology and aims to attract new customers focused on sustainability and a sharper driving experience[17](index=17&type=chunk) [Financial Update](index=6&type=section&id=Financial%20Update) This section provides a detailed financial review, including segment gross profit margins, effective tax rate, other income drivers, and the company's fiscal 2026 guidance [North American Towable Gross Profit Margin](index=6&type=section&id=North%20American%20Towable%20Gross%20Profit%20Margin) North American Towable gross profit margin increased by 70 basis points to 13.3% in Q4 FY2025, driven by cost savings and reduced warranty/promotional expenses, despite a 4.6% decline in net sales, with further margin growth expected as promotional activity subsides - North American Towable gross profit margin increased to **13.3%** in Q4 FY**2025**, up **70 basis points** from **12.6%** in Q4 FY**2024**[19](index=19&type=chunk) - Improvement was driven by ongoing cost savings initiatives and reduced warranty and promotional expenses[19](index=19&type=chunk) - Net sales for the North American Towable segment declined **4.6%** in Q4 FY**2025**, primarily due to a **10.1%** decline in Company wholesale shipments[19](index=19&type=chunk) - Additional margin growth is achievable as promotional activity to clear discontinued models subsides[19](index=19&type=chunk) [North American Motorized Segment Performance & Gross Profit Margin](index=6&type=section&id=North%20American%20Motorized%20Segment%20Performance%20%26%20Gross%20Profit%20Margin) The North American Motorized segment outperformed the market for two consecutive quarters, with net sales increasing 7.8% in Q4 FY2025 driven by a 15.9% increase in unit shipments, though gross profit margin decreased to 11.3% due to a prior-year LIFO adjustment, aggressive promotions, and a product mix shift - North American Motorized segment net sales increased **7.8%** in Q4 FY**2025** compared to the prior-year period[20](index=20&type=chunk) - This growth was driven by a **15.9%** increase in Company unit shipments, with Class B and Class C product lines seeing **17.8%** and **28.0%** year-over-year improvements, respectively[20](index=20&type=chunk) - North American Motorized gross profit margin decreased to **11.3%** in Q4 FY**2025** from **12.8%** in Q4 FY**2024**[21](index=21&type=chunk) - Margin decline was primarily due to a favorable LIFO adjustment in the prior year, more aggressive promotional activity, and a shift in product mix towards lower-priced Class B and C units[21](index=21&type=chunk) [European Segment Profitability Decline](index=7&type=section&id=European%20Segment%20Profitability%20Decline) The European segment experienced a decline in income before income taxes in both Q4 and full-year fiscal 2025 due to shifting consumer preferences towards premium and entry-level products, increased promotional activity, and elevated discounting by industry peers, though restructuring and product refreshes are expected to drive longer-term results - European segment income before income taxes declined in both Q4 and full-year fiscal **2025**[23](index=23&type=chunk) - Profitability pressures stemmed from shifting consumer preferences towards premium and entry-level products, increased promotional activity, and elevated discounting by industry peers[23](index=23&type=chunk) - Restructuring initiatives and product refreshes in the mainstream category are expected to position the segment for meaningful longer-term results[23](index=23&type=chunk) [Effective Tax Rate](index=7&type=section&id=Effective%20Tax%20Rate) The effective tax rate in fiscal 2025 was unusually low due to a foreign tax law change and a favorable jurisdictional mix of earnings, with an expectation to return to a more typical rate in fiscal 2026 and beyond - The decrease in the annual effective income tax rate in fiscal **2025** was largely due to a foreign tax law change and a favorable jurisdictional mix of earnings[24](index=24&type=chunk) - This rate is considered much lower than usual, with an expectation to return to a more typical effective income tax rate in fiscal **2026** and beyond[24](index=24&type=chunk) [Other Income](index=7&type=section&id=Other%20Income) Other income for fiscal 2025 was approximately $45.6 million, significantly higher than fiscal 2024, primarily driven by gains from property sales, increased investment valuations, and an insurance settlement Other Income (Fiscal Years) | Fiscal Year | Amount (approx.) | | :---------- | :--------------- | | 2025 | $45.6 million | | 2024 | $13.6 million | - Main drivers of elevated other income in fiscal **2025** were gains from property sales (Heartland facilities), increased investment valuations, and gains from an insurance settlement (Airstream weather event)[25](index=25&type=chunk) [Fiscal 2026 Guidance](index=8&type=section&id=Fiscal%202026%20Guidance) THOR's initial guidance for fiscal 2026 assumes a continuation of the challenging retail market from fiscal 2025, with a conservative macroeconomic outlook, stable market share, flat to moderately higher average sale prices, and a normalized tax rate, without assuming meaningful financial impact from realignment or refresh initiatives - Fiscal **2026** guidance assumes a continuation of the challenging retail market from fiscal **2025**, with a cautious macroeconomic outlook[26](index=26&type=chunk) - Key assumptions include: wholesale and retail volumes roughly balanced, low- to mid-single digit North American retail decline, stable retail market share, average sale prices flat to moderately higher, steady European market, stable gross margin with upside in a stronger market, and a normalized tax rate[26](index=26&type=chunk) Fiscal 2026 Full-Year Guidance | Metric | Range | | :---------------------- | :--------------------- | | Consolidated Net Sales | $9.0 billion to $9.5 billion | | Diluted Earnings Per Share | $3.75 to $4.25 | | Gross Margin | Stable at midpoint, with upside in a stronger market | - Guidance does not assume a meaningful net financial impact related to the Heartland realignment, Keystone model refresh, or other restructuring initiatives[26](index=26&type=chunk) [Segment Data](index=9&type=section&id=Segment%20Data) This section presents detailed quarterly segment data for North American Towable, North American Motorized, and European RVs, including net sales, unit shipments, order backlog, and market share [Summary of Key Quarterly Segment Data – North American Towable RVs](index=9&type=section&id=Summary%20of%20Key%20Quarterly%20Segment%20Data%20%E2%80%93%20North%20American%20Towable%20RVs) North American Towable RVs experienced a 4.6% decline in total net sales for Q4 FY2025, driven by a 14.2% decrease in Travel Trailers sales, partially offset by an 11.5% increase in Fifth Wheels, with total units shipped decreasing by 10.1% and order backlog declining by 5.0%, resulting in a slight market share decrease to 38.2% North American Towable RVs - Net Sales (Q4 FY2025 vs Q4 FY2024) | Product Segment | 2025 ($ thousands) | 2024 ($ thousands) | Change | | :-------------- | :----------------- | :----------------- | :----- | | Travel Trailers | $500,931 | $584,031 | (14.2)% | | Fifth Wheels | $387,813 | $347,825 | 11.5% | | Total | $888,744 | $931,856 | (4.6)% | North American Towable RVs - of Units (Q4 FY2025 vs Q4 FY2024) | Product Segment | 2025 Units | 2024 Units | Change | | :-------------- | :--------- | :--------- | :----- | | Travel Trailers | 19,666 | 22,831 | (13.9)% | | Fifth Wheels | 6,016 | 5,741 | 4.8% | | Total | 25,682 | 28,572 | (10.1)% | North American Towable RVs - Order Backlog (as of July 31) | Year | Amount ($ thousands) | | :--- | :------------------- | | 2025 | $525,014 | | 2024 | $552,379 | | Change | (5.0)% | North American Towable RV Market Share (CYTD June 30) | Market | 2025 | 2024 | | :-------------- | :---- | :---- | | U.S. Market | 38.3% | 39.0% | | Canadian Market | 37.3% | 39.3% | | Combined North American Market | 38.2% | 39.1% | [Summary of Key Quarterly Segment Data – North American Motorized RVs](index=10&type=section&id=Summary%20of%20Key%20Quarterly%20Segment%20Data%20%E2%80%93%20North%20American%20Motorized%20RVs) North American Motorized RVs saw a 7.8% increase in total net sales for Q4 FY2025, driven by strong growth in Class C (+20.7%) and Class B (+16.0%) sales, despite a decline in Class A sales (-14.1%), with total units shipped increasing by 15.9% and order backlog significantly increasing by 29.3%, leading to an improved combined North American market share of 48.3% North American Motorized RVs - Net Sales (Q4 FY2025 vs Q4 FY2024) | Product Segment | 2025 ($ thousands) | 2024 ($ thousands) | Change | | :-------------- | :----------------- | :----------------- | :----- | | Class A | $154,050 | $179,277 | (14.1)% | | Class C | $289,303 | $239,752 | 20.7% | | Class B | $114,059 | $98,290 | 16.0% | | Total | $557,412 | $517,319 | 7.8% | North American Motorized RVs - of Units (Q4 FY2025 vs Q4 FY2024) | Product Segment | 2025 Units | 2024 Units | Change | | :-------------- | :--------- | :--------- | :----- | | Class A | 707 | 843 | (16.1)% | | Class C | 2,700 | 2,109 | 28.0% | | Class B | 972 | 825 | 17.8% | | Total | 4,379 | 3,777 | 15.9% | North American Motorized RVs - Order Backlog (as of July 31) | Year | Amount ($ thousands) | | :--- | :------------------- | | 2025 | $1,004,620 | | 2024 | $776,903 | | Change | 29.3% | North American Motorized RV Market Share (CYTD June 30) | Market | 2025 | 2024 | | :-------------- | :---- | :---- | | U.S. Market | 48.3% | 47.0% | | Canadian Market | 47.7% | 51.0% | | Combined North American Market | 48.3% | 47.3% | [Summary of Key Quarterly Segment Data – European RVs](index=11&type=section&id=Summary%20of%20Key%20Quarterly%20Segment%20Data%20%E2%80%93%20European%20RVs) European RVs experienced a 2.2% decline in total net sales for Q4 FY2025, with significant decreases in Campervan (-20.1%) and Caravan (-22.2%) sales, partially offset by an 8.1% increase in Motorcaravan sales, while total units shipped decreased by 14.1% and order backlog saw a substantial 21.8% decline, resulting in mixed market share changes European RVs - Net Sales (Q4 FY2025 vs Q4 FY2024) | Product Segment | 2025 ($ thousands) | 2024 ($ thousands) | Change | | :-------------- | :----------------- | :----------------- | :----- | | Motorcaravan | $522,500 | $483,477 | 8.1% | | Campervan | $246,402 | $308,510 | (20.1)% | | Caravan | $43,415 | $55,835 | (22.2)% | | Other | $110,734 | $95,602 | 15.8% | | Total | $923,051 | $943,424 | (2.2)% | European RVs - of Units (Q4 FY2025 vs Q4 FY2024) | Product Segment | 2025 Units | 2024 Units | Change | | :-------------- | :--------- | :--------- | :----- | | Motorcaravan | 6,699 | 6,586 | 1.7% | | Campervan | 4,492 | 6,145 | (26.9)% | | Caravan | 1,682 | 2,251 | (25.3)% | | Total | 12,873 | 14,982 | (14.1)% | European RVs - Order Backlog (as of July 31) | Year | Amount ($ thousands) | | :--- | :------------------- | | 2025 | $1,525,992 | | 2024 | $1,950,793 | | Change | (21.8)% | European RV Market Share (CYTD June 30) | Product Segment | 2025 | 2024 | | :---------------------- | :---- | :---- | | Motorcaravan and Campervan | 26.1% | 25.3% | | Caravan | 17.3% | 18.3% | [Non-GAAP Reconciliations](index=12&type=section&id=Non-GAAP%20Reconciliations) This section provides a reconciliation of non-GAAP financial measures, including EBITDA and Adjusted EBITDA, to their most directly comparable GAAP financial measures EBITDA Reconciliations ($ in thousands) | | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Fiscal Years Ended July 31, 2025 | Fiscal Years Ended July 31, 2024 | | :---------------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net income | $126,625 | $91,464 | $256,591 | $265,400 | | Add back: | | | | | | Interest expense, net | 10,058 | 18,410 | 48,441 | 88,666 | | Income tax provision | 16,742 | 35,554 | 39,600 | 83,444 | | Depreciation and amortization of intangible assets | 71,379 | 73,597 | 271,207 | 277,145 | | **EBITDA** | **$224,804** | **$219,025** | **$615,839** | **$714,655** | | Add back: | | | | | | Stock-based compensation expense | 4,074 | 8,852 | 30,872 | 37,901 | | Change in LIFO reserve, net | 3,602 | (6,494) | 702 | (14,494) | | Net expense (income) related to certain contingent liabilities | — | (1,079) | — | (17,979) | | Non-cash foreign currency loss (gain) | 1,944 | (1,380) | 9,255 | 940 | | Investment-related loss (gain) | (470) | 896 | 4,944 | 16,043 | | Weather-related loss (gain) | (12,153) | — | (13,653) | 2,500 | | Debt amendment expenses | — | — | — | 7,175 | | Strategic initiatives | 15,020 | — | 43,201 | — | | Other loss (gain), including sales of PP&E | (27,315) | (1,428) | (32,034) | (16,646) | | **Adjusted EBITDA** | **$209,506** | **$218,392** | **$659,126** | **$730,095** | [Forward-Looking Statements](index=13&type=section&id=Forward-Looking%20Statements) This section highlights that forward-looking statements are subject to inherent uncertainties and risks, and actual results may differ materially from expectations - The release contains forward-looking statements based on management's current expectations and beliefs, which inherently involve uncertainties and risks[46](index=46&type=chunk) - Actual results may differ materially from expectations due to various factors, including inflation, raw material price fluctuations, supply constraints, interest rates, labor market conditions, warranty claims, dealer financial health, regulatory changes, and economic conditions[46](index=46&type=chunk) - The company disclaims any obligation to update or revise forward-looking statements unless required by law[47](index=47&type=chunk)

Financial Performance - THOR Industries reported net sales of $2.52 billion for the fourth quarter of fiscal 2025, a slight decrease of 0.4% compared to $2.53 billion in the same quarter of fiscal 2024 [1][4] - The company's gross profit for the fourth quarter was $370.9 million, down 7.6% from $401.3 million year-over-year, resulting in a gross profit margin of 14.7% [1][21] - Net income attributable to THOR increased by 39.7% to $125.8 million in the fourth quarter, compared to $90.0 million in the prior year [1][21] - Diluted earnings per share rose by 40.5% to $2.36, up from $1.68 in the same quarter last year [1][21] Segment Performance - North American Towable RVs segment net sales decreased by 4.6% to $888.7 million in the fourth quarter, with unit shipments down 10.1% [9][10] - The North American Motorized RVs segment saw a 7.8% increase in net sales to $557.4 million, driven by a 15.9% rise in unit shipments [10][11] - European RVs segment net sales fell by 2.2% to $923.1 million, impacted by a 14.1% decline in unit shipments [12] Operational Highlights - The company generated $577.9 million in cash from operations for the fiscal year, which was used to invest in the business, return capital to shareholders, and reduce debt [6][7] - THOR reduced total debt obligations by approximately $237.0 million during fiscal 2025 [6] - The company launched a strategic organizational restructuring plan aimed at optimizing its enterprise structure and strengthening its brand portfolio [6][7] Future Outlook - For fiscal 2026, THOR Industries provided guidance for consolidated net sales in the range of $9.0 billion to $9.5 billion, with diluted earnings per share projected between $3.75 and $4.25 [13][14] - The guidance assumes a low- to mid-single digit retail decline in North America while maintaining stable market share [14]

Group 1 - Cintas Corp. is expected to report quarterly earnings of $1.19 per share on revenue of $2.70 million [2] - Micron Technology Inc. reported fourth-quarter revenue of $11.32 billion, exceeding analyst estimates of $11.22 billion, with adjusted earnings of $3.03 per share, surpassing expectations of $2.86 per share [2] - Thor Industries Inc. is anticipated to post earnings of $1.24 per share on revenue of $2.33 billion for the latest quarter [2] - AAR Corp. reported positive earnings for the first quarter, although shares fell by 0.7% in after-hours trading [2] - KB Home is expected to report quarterly earnings of $1.50 per share on revenue of $1.59 billion [2]

Core Viewpoint - Thor Industries, Inc. is a leading player in the recreational vehicle (RV) industry, showing strong financial health and positive market momentum despite some cautious outlooks from analysts [1][5]. Company Overview - Thor Industries is known for its diverse range of RV products, including travel trailers and motorhomes, and operates in the U.S., Canada, and Europe [1]. - The company competes with other RV manufacturers such as Winnebago Industries and Forest River [1]. Market Performance - The consensus price target for Thor Industries' stock has increased from $91.36 to $104 over the past year, indicating analysts' optimism about the company's growth potential [2][6]. - Citigroup has set a lower price target of $86, reflecting a more cautious outlook, particularly as the company is expected to report a decline in fourth-quarter earnings [3][6]. - Despite the cautious outlook, Thor's stock price increased by 3.2% in the last trading session, driven by higher-than-average trading volume [3][6]. Financial Performance - Thor Industries has demonstrated strong momentum with a year-to-date stock increase of 17% and a 37% surge over the past three months [4][6]. - The company's third-quarter performance was robust, with net sales rising by 3.3% and the North America Towable segment boosting the gross margin to 15.3% [4]. - Financial health remains solid, with increased cash reserves and positive free cash flow, alongside stock buybacks to enhance share prices [5][6]. Segment Analysis - Backlogs have decreased across all segments, although the European segment showed quarter-over-quarter improvement [4].

Group 1 - THOR Industries is set to release its fourth-quarter earnings on September 24, with expected earnings of $1.23 per share, a decrease from $1.68 per share in the same period last year [1] - The company projects quarterly revenue of $2.32 billion, down from $2.53 billion a year earlier [1] - On June 23, THOR Industries announced a re-authorization of a $400 million share buyback [1] Group 2 - THOR Industries shares fell 0.9% to close at $102.73 [2] - Analysts have provided various ratings and price targets for THOR Industries, with Citigroup maintaining a Neutral rating and raising the price target from $100 to $112 [4] - Truist Securities maintained a Hold rating and increased the price target from $86 to $115, while Roth Capital cut the price target from $82 to $77 [4] - Baird downgraded the stock from Outperform to Neutral and cut the price target from $100 to $85, and BMO Capital maintained an Outperform rating but reduced the price target from $120 to $105 [4]

Core Insights - Thor Industries (THO) is expected to report quarterly earnings of $1.16 per share, reflecting a year-over-year decline of 31% [1] - Revenue projections stand at $2.31 billion, down 8.7% from the same quarter last year [1] - Analysts have adjusted the consensus EPS estimate upward by 30.9% over the past 30 days, indicating a reassessment of initial projections [1][2] Revenue and Sales Projections - The consensus estimate for 'Net Sales- Recreational Vehicles- North American Towable' is $853.43 million, indicating a decline of 8.4% year-over-year [4] - 'Net Sales- Total Recreational Vehicles' is projected to reach $2.17 billion, down 9.3% from the prior year [4] - 'Net Sales- Recreational Vehicles- North American Motorized' is expected to be $455.49 million, reflecting a 12% decrease from the previous year [5] - 'Net Sales- Other' is estimated at $201.27 million, suggesting a slight increase of 0.5% year-over-year [5] - 'Net Sales- Recreational Vehicles- European' is projected at $861.41 million, down 8.7% from the year-ago quarter [5] - Combined 'Net Sales- Recreational Vehicles- Total North America' is expected to be $1.31 billion, indicating a decline of 9.7% year-over-year [6] Units Sales Projections - 'Units sales - Recreational Vehicles - European' is estimated at 13,647, down from 14,982 in the same quarter last year [6] - 'Units sales - Recreational Vehicles - North American Towable' is projected to be 26,945, compared to 28,572 reported last year [7] - Total 'Units sales - Total' is expected to reach 43,995, down from 47,331 in the same quarter last year [7] - 'Units sales - Total Recreational Vehicles (Total North America)' is forecasted at 30,348, down from 32,349 in the same quarter last year [8] - 'Units sales - Recreational Vehicles - North American Motorized' is estimated at 3,403, compared to 3,777 reported last year [8] Profit Projections - 'Gross Profit- Recreational Vehicles- European' is expected to be $143.84 million, down from $176.14 million in the previous year [9] Stock Performance - Over the past month, shares of Thor Industries have returned -1.3%, while the Zacks S&P 500 composite has increased by 3% [10] - Currently, THO holds a Zacks Rank 3 (Hold), suggesting its performance may align with the overall market in the near future [10]