ELKHART, Ind., Feb. 05, 2024 (GLOBE NEWSWIRE) -- THOR Industries, Inc. (NYSE:THO) announced today the appointment of Jeffrey D. Lorenger to its Board of Directors, effective February 1, 2024. Mr. Lorenger, age 58, is the President, Chief Executive Officer, and Chairman of the Board for HNI Corporation, a leading manufacturer of workplace furnishings and residential building products. Mr. Lorenger has served in his role of President and CEO since June 2018 and has been Chairman of the HNI Board of Directors ...

Market Performance - THOR's North American market share for travel trailers and fifth wheels was approximately 42.2%, and for motorhomes, it was approximately 49.0% as of September 30, 2023[67]. - North American RV independent dealer inventory decreased by 31.5% to approximately 83,800 units as of October 31, 2023, compared to 122,300 units a year earlier[72]. - THOR's North American RV backlog decreased by $2,398,793, or 54.1%, to $2,033,345 as of October 31, 2023, compared to $4,432,138 a year prior[73]. - North American wholesale unit shipments for THOR decreased by 47.4% to 94,603 units for the nine months ended September 30, 2023, compared to 180,020 units in the same period of 2022[78]. - North American retail unit registrations for THOR decreased by 16.8% to 131,974 units for the nine months ended September 30, 2023, compared to 158,556 units in the same period of 2022[80]. - The RVIA projects a 39.8% decrease in total annual wholesale unit shipments for 2023, estimating approximately 297,100 units[74]. - The RVIA's most likely forecast for 2024 anticipates a 24.4% increase in total annual towable and motorized unit shipments to approximately 369,700 units[75]. Economic Factors - Inflation and higher interest rates are expected to negatively impact demand for RVs in fiscal 2024, affecting both wholesale and retail levels[70]. - The overall effective income tax rate increased to 24.2% from 23.3% due to the jurisdictional mix of pre-tax income[109]. Company Strategy and Operations - The company’s growth strategy includes innovation, quality manufacturing, and strategic acquisitions to enhance profitability[68]. - The company does not directly finance independent dealers but provides repurchase agreements to their floor plan lenders[69]. - The company plans to expand its retail customer reach through data-based and digital marketing strategies targeting new consumer segments[94]. - The company continues to work closely with suppliers to minimize supply chain constraints and has identified alternative suppliers for certain components[85][100]. European Market Insights - The company's European RV backlog increased by $345,966, or 11.6%, to $3,331,171 as of October 31, 2023, compared to $2,985,205 in the previous year[89]. - Independent dealer inventory of European RV products as of October 31, 2023, was approximately 21,900 units, showing growth from previous low levels[88]. - European unit registrations for motorcaravans and campervans decreased by 6.6% to 22,415 units for the nine months ended September 30, 2023, compared to 24,005 units in 2022[93]. - The European RV market is facing supply chain challenges, including chassis supply constraints and labor shortages, which may impact production levels[98][101]. - The European RV market's long-term outlook remains positive as more consumers discover RVs for lifestyle independence and outdoor exploration[95]. Financial Performance - Consolidated net sales for the three months ended October 31, 2023 decreased by $607,325, or 19.5%, compared to the same period in 2022[105]. - Total North American recreational vehicle sales decreased by $784,712, or 32.1%, with North American Towable down 28.3% and North American Motorized down 36.7%[105]. - Consolidated gross profit for the three months ended October 31, 2023 decreased by $128,544, or 26.4%, with a gross profit margin of 14.3% compared to 15.7% in the prior year[106]. - Income before income taxes decreased by $106,689, or 59.5%, primarily driven by the decrease in consolidated net sales[108]. - The order backlog for North American Towable decreased by $772,031, or 49.2%, and for North American Motorized decreased by $1,626,762, or 56.8%[104]. - Selling, general and administrative expenses decreased by $23,728, or 9.8%, due to lower sales and related commissions[107]. - Cash and cash equivalents decreased to $425,828 as of October 31, 2023, from $441,232 on July 31, 2023[138]. - Net cash provided by operating activities was $59,668 for the three months ended October 31, 2023, down from $94,016 in the prior year[144]. Product Performance - North American Towable net sales decreased by 28.3% to $945,454 for the three months ended October 31, 2023, compared to $1,317,806 in the same period last year[113]. - Unit shipments for North American Towable decreased by 13.0% to 28,107 units, down from 32,291 units year-over-year[113]. - North American Motorized net sales decreased by 36.7% to $711,159 for the three months ended October 31, 2023, compared to $1,123,519 in the prior year[121]. - Unit shipments for North American Motorized decreased by 31.5% to 5,582 units, down from 8,150 units year-over-year[121]. - The gross profit for North American Towable decreased by $77,855, primarily due to lower net sales and increased cost of products sold percentage[117]. - The gross profit for North American Motorized decreased by $106,343, driven by the decline in net sales and increased cost of products sold percentage[125]. - Cost of products sold for North American Towable decreased by $294,497 to $827,443, representing 87.5% of net sales[115]. - Cost of products sold for North American Motorized decreased by $306,017 to $631,767, representing 88.8% of net sales[123]. - The overall net price per unit for North American Towable decreased by 15.3% due to changes in product mix and elevated sales discounts[113]. - The overall net price per unit for North American Motorized decreased by 5.2%, influenced by higher discounting levels and a shift towards more moderately-priced units[121]. - European Recreational Vehicles net sales increased by 40.4% to $708,201 for the three months ended October 31, 2023, compared to $504,302 for the same period in 2022[129]. - The increase in net sales was driven by a 19.5% rise in unit shipments and a 20.9% increase in overall net price per unit[130]. - Motorcaravan net sales rose by 44.5% to $346,511, while Campervan sales increased by 59.2% to $221,609[129]. - Cost of products sold increased to $585,373, representing 82.7% of net sales, down from 86.3% in the prior year[133]. - Gross profit increased by $53,963, attributed to higher net sales and improved gross profit percentage due to lower cost of products sold[135]. - Selling, general and administrative expenses rose by $16,793, primarily due to increased sales-related costs[136]. - Income before income taxes increased by $35,235, driven by higher net sales and reduced cost percentages[137].

PART I [Business Overview](index=3&type=section&id=ITEM%201.%20BUSINESS) THOR Industries, Inc. is the world's largest RV manufacturer, holding leading positions in both North American and European markets [General](index=3&type=section&id=General) Founded in 1980, THOR Industries, Inc. has grown into the world's largest RV manufacturer, holding leading positions in North America and Europe[11](index=11&type=chunk) The company produces various RVs in the U.S. and Europe, primarily selling products and related components through an independent dealer network[11](index=11&type=chunk) [Acquisitions](index=3&type=section&id=Acquisitions) On September 1, 2021, the company acquired Airxcel to strengthen its RV supply chain, diversify revenue, and expand its supply chain operations in North America and Europe[14](index=14&type=chunk) On December 18, 2020, the company acquired Tiffin Group, a luxury motorized RV manufacturer, to complement its existing RV product lines and North American independent dealer base[15](index=15&type=chunk) [North American Recreational Vehicles](index=4&type=section&id=North%20American%20Recreational%20Vehicles) THOR is the largest North American RV manufacturer, with market shares of approximately **42.7%** in travel trailers and fifth-wheel travel trailers, and **49.0%** in motorized RVs by volume and revenue as of June 30, 2023[17](index=17&type=chunk)[74](index=74&type=chunk) North American operations include subsidiaries such as Airstream, Heartland, Jayco, Keystone, KZ, Thor Motor Coach, and Tiffin Group, producing various travel trailers, fifth-wheel travel trailers, and Class A, B, and C motorized RVs[12](index=12&type=chunk)[17](index=17&type=chunk)[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk)[21](index=21&type=chunk)[22](index=22&type=chunk)[24](index=24&type=chunk) [European Recreational Vehicles](index=5&type=section&id=European%20Recreational%20Vehicles) Through its Erwin Hymer Group (EHG) subsidiary, THOR is a leading European RV manufacturer, with market shares of approximately **20.6%** in motorized RVs and campervans, and **18.5%** in travel trailers as of June 30, 2023[25](index=25&type=chunk)[75](index=75&type=chunk) EHG produces multiple brands across eight main European production sites, including motorized RVs, travel trailers, campervans, and urban vehicles, also offering other RV-related products and services[13](index=13&type=chunk)[26](index=26&type=chunk) [Other](index=5&type=section&id=Other) Airxcel manufactures high-quality RV-related components, primarily sold to RV original equipment manufacturers and the aftermarket[27](index=27&type=chunk) Postle produces and sells aluminum extrusions and specialized components to RV and other manufacturers[28](index=28&type=chunk) [Product Line Sales and Segment Information](index=6&type=section&id=Product%20Line%20Sales%20and%20Segment%20Information) The company has three reporting segments: North American Towable RVs, North American Motorized RVs, and European RVs, with Airxcel and Postle businesses included in "Other"[30](index=30&type=chunk)[31](index=31&type=chunk) Net Sales Contribution by Reporting Segment (FY2021-2023) | Segment | FY2023 Amount ($ thousand) | FY2023 Share (%) | FY2022 Amount ($ thousand) | FY2022 Share (%) | FY2021 Amount ($ thousand) | FY2021 Share (%) | | :--------------------- | :------------------ | :---------------- | :------------------ | :---------------- | :------------------ | :---------------- | | North American Towable RVs | 4,202,628 | 37.8 | 8,661,945 | 53.1 | 6,221,928 | 50.5 | | North American Motorized RVs | 3,314,170 | 29.8 | 3,979,647 | 24.4 | 2,669,391 | 21.7 | | European RVs | 3,037,147 | 27.3 | 2,887,453 | 17.7 | 3,200,079 | 26.0 | | Other | 777,639 | 7.0 | 1,225,824 | 7.5 | 373,174 | 3.0 | | Intercompany Eliminations | (209,979) | (1.9) | (442,344) | (2.7) | (147,192) | (1.2) | | **Total** | **11,121,605** | **100.0** | **16,312,525** | **100.0** | **12,317,380** | **100.0** | [Recreational Vehicles](index=6&type=section&id=Recreational%20Vehicles) North American RV products include towable travel trailers (conventional and fifth wheel) and motorized RVs (Class A, Class C, Class B)[38](index=38&type=chunk)[39](index=39&type=chunk)[40](index=40&type=chunk) European RV products include towable travel trailers (caravan) and motorized RVs (motorcaravans, campervans, urban vehicles), with a greater emphasis on lightweight and compact designs[41](index=41&type=chunk)[42](index=42&type=chunk)[43](index=43&type=chunk)[44](index=44&type=chunk)[45](index=45&type=chunk)[46](index=46&type=chunk)[47](index=47&type=chunk) [Production](index=8&type=section&id=Production) The company typically produces RVs based on dealer orders to minimize finished goods inventory, employing efficient assembly line manufacturing[48](index=48&type=chunk) Key raw materials include chassis, aluminum, wood, plywood, plastics, fiberglass, and steel, with chassis supply dependent on a few vendors, and the supply chain still facing labor disputes and shortages not yet recovered to pre-pandemic levels[49](index=49&type=chunk)[50](index=50&type=chunk)[51](index=51&type=chunk)[52](index=52&type=chunk) [Seasonality](index=8&type=section&id=Seasonality) RV sales have historically been seasonal, with lower sales during winter months (second fiscal quarter), though high demand in the first half of FY2021 and FY2022 disrupted this pattern, with a return to seasonality expected in FY2023 and full recovery in FY2024[54](index=54&type=chunk) [Marketing and Distribution](index=9&type=section&id=Marketing%20and%20Distribution) The company primarily sells products through a network of independent 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, 2023[56](index=56&type=chunk) FreedomRoads, LLC, the company's largest dealer, accounted for approximately **13.0%** of consolidated net sales in fiscal years 2023, 2022, and 2021[61](index=61&type=chunk) The company generally does not directly finance dealers but enters into repurchase agreements with lending institutions to repurchase vehicles in case of dealer default, totaling **$3,893,048 thousand** in repurchase obligations as of July 31, 2023[62](index=62&type=chunk) [Backlog](index=10&type=section&id=Backlog) Backlog Changes (FY2022-2023) | Segment | July 31, 2023 ($ thousand) | July 31, 2022 ($ thousand) | Change in Amount ($ thousand) | Percentage Change (%) | | :--------------------- | :------------------ | :------------------ | :-------------- | :-------------- | | North American Towable | 756,047 | 2,571,009 | (1,814,962) | (70.6) | | North American Motorized | 1,242,936 | 3,436,629 | (2,193,693) | (63.8) | | **North American Total** | **1,998,983** | **6,007,638** | **(4,008,655)** | **(66.7)** | | European | 3,549,660 | 2,753,602 | 796,058 | 28.9 | | **Total** | **5,548,643** | **8,761,240** | **(3,212,597)** | **(36.7)** | North American backlog significantly decreased, primarily due to reduced dealer orders driven by slower retail sales and increased inventory holding costs, while European backlog increased mainly due to higher selling prices[64](index=64&type=chunk)[65](index=65&type=chunk) The existing backlog is expected to be fulfilled during the remainder of calendar year 2023 and throughout calendar year 2024[66](index=66&type=chunk) [Product Warranties](index=10&type=section&id=Product%20Warranties) North American RV products typically offer one to two-year limited warranties, with longer terms for certain structural components, while European products generally provide a two-year limited warranty and up to 12 years for water ingress[67](index=67&type=chunk) [Regulation](index=10&type=section&id=Regulation) The company complies with vehicle safety and compliance standards from the U.S. RVIA, NHTSA, as well as Canadian and European authorities, along with environmental pollution control standards[68](index=68&type=chunk)[69](index=69&type=chunk)[71](index=71&type=chunk) Compliance with existing regulations is not expected to materially impact capital expenditures, earnings, or competitive position, but future regulatory changes could pose challenges and costs[72](index=72&type=chunk) [Competition](index=11&type=section&id=Competition) The RV industry is highly competitive with low entry barriers, where competition is based on price, design, value, quality, and service, also facing competition from the used RV market and other consumer leisure spending[73](index=73&type=chunk) Major North American competitors include Forest River, Inc. and Winnebago Industries, Inc., with THOR holding a leading market share, while key European competitors are Trigano, Hobby/Fendt, and Knaus Tabbert[74](index=74&type=chunk)[75](index=75&type=chunk) [Trademarks and Patents](index=11&type=section&id=Trademarks%20and%20Patents) 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[76](index=76&type=chunk) [Human Capital Resources](index=11&type=section&id=Human%20Capital%20Resources) As of July 31, 2023, the company employed approximately **24,900 full-time employees globally**, with approximately **15,900 in North America** and **9,000 in Europe**[78](index=78&type=chunk) The company is committed to providing competitive compensation and benefits, ensuring employee safety and health through programs like EAP, and fostering an inclusive work environment to attract, develop, and retain diverse talent[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk)[83](index=83&type=chunk) Annual training on the Code of Business Conduct and Ethics is provided to a portion of employees, along with anonymous reporting channels, to cultivate teamwork and productivity[84](index=84&type=chunk) [Forward-Looking Statements](index=13&type=section&id=Forward-Looking%20Statements) This report contains forward-looking statements involving expectations and beliefs about future developments and their impact on THOR, which are inherently uncertain and risky[86](index=86&type=chunk) Factors that could cause actual results to differ from expectations include inflation, fluctuations in raw material and commodity prices, supply chain constraints, geopolitical events, interest rate volatility, consumer confidence, competition, acquisition risks, and labor costs[86](index=86&type=chunk)[87](index=87&type=chunk)[90](index=90&type=chunk) [Available Information](index=14&type=section&id=Available%20Information) The company's annual reports (10-K), quarterly reports (10-Q), current reports (8-K), their amendments, and proxy statements for shareholder meetings are freely available on the company's website and the SEC website[89](index=89&type=chunk) [Risk Factors](index=15&type=section&id=ITEM%201A.%20RISK%20FACTORS) The company faces diverse risks including macroeconomic, operational, legal, regulatory, and financial factors [Macroeconomic, Market and Strategic Risks](index=15&type=section&id=MACROECONOMIC%2C%20MARKET%20AND%20STRATEGIC%20RISKS) RV industry sales are cyclical and seasonal, influenced by economic conditions, consumer disposable income, and confidence, which can lead to fluctuations in production rates, sales, and net income[93](index=93&type=chunk)[94](index=94&type=chunk) Global operations are adversely affected by macroeconomic and geopolitical developments such as financial crises, recessions, inflation, high unemployment, fuel costs, rising interest rates, geopolitical crises, and public health emergencies[98](index=98&type=chunk) The RV market is highly competitive with low barriers to entry, facing threats from existing and new entrants (including automotive manufacturers) and the used RV market, which could impact profit margins and market share[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk)[102](index=102&type=chunk) The company's long-term success depends on its ability to innovate, including developing new products (e.g., lightweight, electric, autonomous RVs) and adapting to changing consumer preferences, with innovation investments potentially being costly and not always successful[103](index=103&type=chunk)[104](index=104&type=chunk) [Operational Risks](index=17&type=section&id=OPERATIONAL%20RISKS) The company heavily relies on suppliers for timely delivery of raw materials and components, especially chassis, where supply chain disruptions, production issues, or transportation delays could lead to operational interruptions or increased costs[105](index=105&type=chunk)[106](index=106&type=chunk)[107](index=107&type=chunk)[108](index=108&type=chunk) Fluctuations in raw material and component prices can impact the business, and competitive and market conditions may limit the ability to pass on cost increases to customers[109](index=109&type=chunk) Dependence on a few key component suppliers, such as chassis manufacturers and LCI Industries, could lead to increased costs or insufficient supply[110](index=110&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) Product recalls, customer satisfaction actions, and product liability claims could result in significant costs and reputational damage, despite the company's insurance and reserves[113](index=113&type=chunk)[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk) Reliance on FreedomRoads, LLC, the largest independent dealer (accounting for **13.0%** of consolidated net sales), and dealer consolidation could lead to reduced bargaining power or loss of sales[117](index=117&type=chunk)[118](index=118&type=chunk) International sales, representing **33.1%** of consolidated sales, face risks from currency exchange rate fluctuations, tariffs, international legal compliance, supply chain disruptions, and economic and social instability[119](index=119&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk) Business acquisitions involve integration risks, including management distraction, operational disruptions, employee retention, international business challenges, unknown liabilities, and goodwill impairment[122](index=122&type=chunk)[123](index=123&type=chunk)[129](index=129&type=chunk) Attracting and retaining an experienced workforce, including the management team, is crucial, and labor shortages, rising costs, employee benefits (e.g., healthcare, workers' compensation), and union activities could impact operations[124](index=124&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk)[127](index=127&type=chunk)[128](index=128&type=chunk)[130](index=130&type=chunk) Reliance on independent dealers and independent transportation carriers could lead to sales disruptions, damaged dealer relationships, or distribution channel interruptions[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) Disruptions to information systems, data breaches, or cyberattacks could lead to operational interruptions, disclosure of confidential information, or reputational damage[135](index=135&type=chunk)[136](index=136&type=chunk) The concentration of U.S. operations in Northern Indiana may exacerbate labor competition, recruitment challenges, and the impact of natural disasters and public health emergencies[137](index=137&type=chunk) [Legal and Regulatory Risks](index=22&type=section&id=LEGAL%20AND%20REGULATORY%20RISKS) Climate-related regulations and chassis emission standards could lead to additional disclosure requirements and compliance costs, potentially reducing product demand or limiting product use[138](index=138&type=chunk)[139](index=139&type=chunk)[140](index=140&type=chunk) Increased focus on environmental, social, and governance (ESG) matters could result in negative public perception, additional costs, or stock price impact[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) The company's business is subject to numerous national, regional, federal, state, and local regulations, including vehicle safety, consumer protection, environmental standards, and labor laws, with violations potentially leading to significant fines or litigation[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) Anti-takeover provisions in the company's organizational documents could delay or prevent a change in control, limiting shareholders' ability to receive a premium[147](index=147&type=chunk)[148](index=148&type=chunk) [Financial Risks](index=24&type=section&id=FINANCIAL%20RISKS) The company has repurchase agreements with financial institutions that provide inventory financing to dealers, and dealer defaults could result in the company incurring repurchase obligations and related losses[149](index=149&type=chunk)[150](index=150&type=chunk) Changes in tax rates, tax laws, or additional tax burdens could negatively impact operating results, cash flow, financial condition, dividend payments, or strategic plans[151](index=151&type=chunk)[152](index=152&type=chunk) Goodwill, intangible assets, or other long-lived assets may be impaired, leading to non-cash impairment charges that affect operating results and financial condition[153](index=153&type=chunk) Changes in the availability and terms of financing for dealers and retail purchasers, such as rising interest rates or tighter credit, could reduce product demand, affecting sales and profitability[154](index=154&type=chunk)[155](index=155&type=chunk)[156](index=156&type=chunk) The company's debt arrangements, totaling **$1,327,405 thousand** as of July 31, 2023, may make it more sensitive to economic downturns, limit additional financing capacity, and impact cash flow[157](index=157&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk) Market liquidity conditions and changes in credit ratings could affect the availability and cost of future financing[160](index=160&type=chunk) The company's risk management policies and procedures may not be fully effective, and misconduct by employees or suppliers could lead to legal violations, regulatory sanctions, or reputational and financial damage[161](index=161&type=chunk) [Unresolved Staff Comments](index=27&type=section&id=ITEM%201B.%20UNRESOLVED%20STAFF%20COMMENTS) This report contains no unresolved staff comments - No unresolved staff comments[163](index=163&type=chunk) [Properties](index=27&type=section&id=ITEM%202.%20PROPERTIES) As of July 31, 2023, the company owned or leased approximately 25.8 million square feet of global facilities As of July 31, 2023, the company owned or leased approximately **25,803,000 square feet** of manufacturing plants and office space globally[164](index=164&type=chunk)[165](index=165&type=chunk) The company believes its existing facilities are well-maintained and sufficient for their intended purposes, with alternatives for leased premises available at acceptable costs[164](index=164&type=chunk) Principal Manufacturing Plants and Physical Properties (as of July 31, 2023) | Geographical Location – Applicable Segment | Ownership Type | Number of Buildings | Approximate Building Area (square feet) | | :------------------------------------------------ | :--------- | :--------- | :----------------------- | | United States Total | | 272 | 18,536,000 | | Europe Total | | 139 | 7,267,000 | | **Global Total** | | **411** | **25,803,000** | [Legal Proceedings](index=28&type=section&id=ITEM%203.%20LEGAL%20PROCEEDINGS) Legal proceedings, primarily "lemon law" and warranty claims, are not expected to materially impact financial results The company is involved in legal proceedings in the normal course of business, primarily based on state "lemon laws," warranty claims, and vehicle accidents, for which the company carries insurance[166](index=166&type=chunk) Management believes the ultimate outcome of existing legal proceedings will not have a material adverse effect on the company's financial position, results of operations, or cash flows, though litigation inherently involves uncertainty[166](index=166&type=chunk) The company has accrued liabilities for a product recall issued at the end of fiscal year 2021 (involving certain purchased components) and an investigation by German authorities regarding vehicle weight disclosures, expecting partial reimbursement from suppliers[167](index=167&type=chunk) The company does not believe these matters will have a material adverse effect on future operating results and cash flows[168](index=168&type=chunk) [Mine Safety Disclosures](index=28&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) Not applicable - Not applicable[169](index=169&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%27S%20COMMON%20EQUITY%2C%20RELATED%20STOCKHOLDER%20MATTERS%20AND%20ISSUER%20PURCHASES%20OF%20EQUITY%20SECURITIES) Common stock trades on NYSE; board plans continued dividends and authorized stock repurchases The company's common stock is traded on the New York Stock Exchange (NYSE) under the symbol "THO"[172](index=172&type=chunk) As of September 15, 2023, there were **139 record holders** of common stock[172](index=172&type=chunk) Dividends Paid Per Share (FY2022-2023) | Fiscal Year | Dividend Per Share ($) | | :----- | :------------ | | 2023 | 0.45 | | 2022 | 0.43 | The company's Board of Directors currently plans to continue paying regular quarterly cash dividends in the future, subject to specific payment conditions in its credit agreements[174](index=174&type=chunk) The company has authorized a stock repurchase program, with a remaining repurchase authorization balance of **$491,207 thousand** as of July 31, 2023[188](index=188&type=chunk)[491](index=491&type=chunk) [(Reserved)](index=30&type=section&id=ITEM%206.%20%28RESERVED%29) This item is reserved with no content [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=ITEM%207.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) FY2023 consolidated net sales decreased 31.8% due to North American demand, while European sales grew [Executive Summary](index=31&type=section&id=Executive%20Summary) THOR Industries, Inc. is the world's largest RV manufacturer, holding leading positions in North America and Europe, with market shares of **42.7%** for North American towables/fifth-wheels and **49.0%** for motorized, and **20.6%** for European motorized/campervans and **18.5%** for travel trailers as of June 30, 2023[179](index=179&type=chunk) The company operates with a decentralized model, primarily selling RV products through independent dealers, and achieves profitable growth through innovation, customer service, product quality, efficiency improvements, and strategic acquisitions[180](index=180&type=chunk) In fiscal year 2023, inflation, rising interest rates, and supply chain constraints negatively impacted product demand, a trend expected to continue through the remainder of calendar year 2023[182](index=182&type=chunk) [Significant Events](index=31&type=section&id=Significant%20Events) On December 30, 2022, the company transferred Roadpass Digital and its related entities to TN-RP Holdings, LLC, a new entity formed with TechNexus Holdings LLC, resulting in the company no longer having a controlling financial interest in Roadpass Digital[183](index=183&type=chunk)[428](index=428&type=chunk)[429](index=429&type=chunk)[430](index=430&type=chunk) The Inflation Reduction Act, enacted in August 2022, imposes a **1% excise tax** on stock repurchases, which is not expected to have a material impact on the company's financial statements[184](index=184&type=chunk)[461](index=461&type=chunk) The company's Board of Directors authorized stock repurchase programs in December 2021 and June 2022, with a remaining repurchase authorization balance of **$491,207 thousand** as of July 31, 2023[185](index=185&type=chunk)[186](index=186&type=chunk)[187](index=187&type=chunk)[188](index=188&type=chunk)[488](index=488&type=chunk)[489](index=489&type=chunk)[490](index=490&type=chunk)[491](index=491&type=chunk) On October 14, 2021, the company issued **$500,000 thousand** of **4.000% Senior Unsecured Notes**, used to repay ABL borrowings[189](index=189&type=chunk)[450](index=450&type=chunk) On September 1, 2021, the company acquired Airxcel for a final cash consideration of **$745,279 thousand**, and expanded its ABL credit facility to **$1,000,000 thousand**[190](index=190&type=chunk)[391](index=391&type=chunk) On December 18, 2020, the company acquired Tiffin Group for a cash consideration of **$288,238 thousand**, financed through existing cash and ABL borrowings[192](index=192&type=chunk)[193](index=193&type=chunk)[395](index=395&type=chunk)[396](index=396&type=chunk) [North American RV Industry](index=33&type=section&id=North%20American%20RV%20Industry) As of July 31, 2023, North American RV independent dealer inventory decreased by **31.1%** to approximately **87,500 units**, primarily due to slower retail sales and increased dealer holding costs[195](index=195&type=chunk)[196](index=196&type=chunk) The company's North American RV backlog decreased by **66.7%** to **$1,998,983 thousand** as of July 31, 2023, mainly due to reduced dealer orders[197](index=197&type=chunk) North American RV Industry Wholesale Unit Shipments (Six Months Ended June 30) | Segment | 2023 Units | 2022 Units | Change in Units | Percentage Change (%) | | :--------------------- | :----- | :----- | :--------- | :------------- | | North American Towable | 139,337 | 293,288 | (153,951) | (52.5) | | North American Motorized | 25,493 | 30,543 | (5,050) | (16.5) | | **Total** | **164,830** | **323,831** | **(159,001)** | **(49.1)** | North American RV Industry Retail Unit Registrations (Six Months Ended June 30) | Segment | 2023 Units | 2022 Units | Change in Units | Percentage Change (%) | | :--------------------- | :----- | :----- | :--------- | :------------- | | North American Towable | 182,418 | 230,228 | (47,810) | (20.8) | | North American Motorized | 25,172 | 27,261 | (2,089) | (7.7) | | **Total** | **207,590** | **257,489** | **(49,899)** | **(19.4)** | RVIA forecasts North American wholesale unit shipments to decrease by **39.8%** to approximately **297,100 units** in calendar year 2023, but to grow by **24.4%** to approximately **369,700 units** in calendar year 2024, driven by easing interest rate impacts and resolved inventory imbalances[199](index=199&type=chunk)[200](index=200&type=chunk) The company anticipates continued negative impacts from inflation, high interest rates, and dealer inventory level adjustments in early fiscal year 2024, but sees long-term growth potential for North American RV retail sales[207](index=207&type=chunk)[208](index=208&type=chunk) The North American chassis supply chain has not fully recovered to pre-pandemic levels, with labor disputes and production issues potentially continuing to affect production schedules and cost structures[211](index=211&type=chunk) [European RV Industry](index=36&type=section&id=European%20RV%20Industry) As of July 31, 2023, European RV independent dealer inventory was approximately **21,200 units**, having recovered from low levels, with travel trailer and urban vehicle product lines no longer below target inventory, though motorized RVs remain slightly below normal levels[214](index=214&type=chunk)[215](index=215&type=chunk) European RV backlog increased by **28.9%** to **$3,549,660 thousand** as of July 31, 2023, primarily due to higher selling prices[216](index=216&type=chunk) European RV Industry Retail Unit Registrations (Six Months Ended June 30) | Product Type | 2023 Units | 2022 Units | Percentage Change (%) | | :--------------------- | :----- | :----- | :------------- | | Motorized RVs and Campervans | 85,869 | 90,419 | (5.0) | | Travel Trailers | 35,328 | 41,598 | (15.1) | European chassis suppliers face issues with critical component shortages, demand exceeding capacity, and personnel shortages, challenges expected to persist through calendar years 2023 and 2024, limiting motorized product output[225](index=225&type=chunk) Europe also faces increased costs, supply shortages, and delivery delays for other raw materials and components, leading to production delays and increased work-in-process inventory[226](index=226&type=chunk) The company anticipates positive long-term growth prospects for European RV retail sales due to increased consumer interest in the RV lifestyle, but short-term impacts from macroeconomic factors and supply chain constraints[222](index=222&type=chunk) [Results of Operations](index=39&type=section&id=RESULTS%20OF%20OPERATIONS) [Consolidated](index=40&type=section&id=CONSOLIDATED) Consolidated net sales decreased by 31.8% in FY2023, primarily due to lower demand in North America, leading to a 43.1% decline in gross profit Consolidated Results of Operations Overview (FY2023 vs. FY2022) | Metric | FY2023 ($ thousand) | FY2022 ($ thousand) | Change in Amount ($ thousand) | Percentage Change (%) | | :-------------------------- | :-------------- | :-------------- | :-------------- | :-------------- | | Net Sales | 11,121,605 | 16,312,525 | (5,190,920) | (31.8) | | Gross Profit | 1,596,353 | 2,806,030 | (1,209,677) | (43.1) | | Gross Margin | 14.4% | 17.2% | -2.8% | - | | Selling, General and Administrative Expenses | 870,054 | 1,116,462 | (246,408) | (22.1) | | Amortization Expense | 140,808 | 156,946 | (16,138) | (10.3) | | Income Before Income Taxes | 499,353 | 1,459,864 | (960,511) | (65.8) | Consolidated net sales decreased by **31.8%**, primarily due to lower dealer and consumer demand in fiscal year 2023 compared to record demand in fiscal year 2022, especially in the North American Towable segment[235](index=235&type=chunk) Consolidated gross profit decreased by **43.1%**, with gross margin falling from **17.2% to 14.4%**, mainly due to reduced absorption of fixed costs resulting from lower net sales[236](index=236&type=chunk) Selling, general and administrative expenses decreased by **22.1%**, primarily due to lower net sales and a reduction in net costs for certain warranty and settlement expenses[237](index=237&type=chunk) Income before income taxes decreased by **65.8%**, primarily impacted by the decline in consolidated net sales and consolidated gross margin[238](index=238&type=chunk) The effective income tax rate for fiscal year 2023 was **25.1%**, higher than **22.0%** in fiscal year 2022, mainly due to changes in the jurisdictional mix of income before income taxes between domestic and international operations[239](index=239&type=chunk) [Segment Reporting](index=42&type=section&id=SEGMENT%20REPORTING) [North American Towable Recreational Vehicles](index=42&type=section&id=North%20American%20Towable%20Recreational%20Vehicles) Net sales decreased by 51.5% due to a 55.4% drop in unit shipments, leading to a significant decline in gross profit and income before income taxes North American Towable Recreational Vehicles Net Sales and Unit Shipments (FY2023 vs. FY2022) | Metric | FY2023 Net Sales ($ thousand) | FY2022 Net Sales ($ thousand) | Net Sales Change (%) | FY2023 Unit Shipments | FY2022 Unit Shipments | Unit Shipments Change (%) | | :--------------------- | :---------------------- | :---------------------- | :--------------- | :------------------- | :------------------- | :--------------------- | | Travel Trailers | 2,587,686 | 5,430,526 | (52.3) | 81,432 | 190,795 | (57.3) | | Fifth-Wheel Travel Trailers | 1,614,942 | 3,231,419 | (50.0) | 25,072 | 47,839 | (47.6) | | **Total** | **4,202,628** | **8,661,945** | **(51.5)** | **106,504** | **238,634** | **(55.4)** | North American Towable net sales decreased by **51.5%**, primarily due to a **55.4%** decrease in unit shipments and a **3.9%** net price increase from product mix and pricing changes[244](index=244&type=chunk) Gross profit decreased by **$1,008,811 thousand**, and gross margin declined, mainly due to lower net sales and an increased percentage of cost of products sold[249](index=249&type=chunk) Income before income taxes decreased by **$813,413 thousand**, primarily due to lower net sales and an increased percentage of cost of products sold[251](index=251&type=chunk) [North American Motorized Recreational Vehicles](index=44&type=section&id=North%20American%20Motorized%20Recreational%20Vehicles) Net sales decreased by 16.7% due to a 16.5% drop in unit shipments, resulting in lower gross profit and income before income taxes North American Motorized Recreational Vehicles Net Sales and Unit Shipments (FY2023 vs. FY2022) | Metric | FY2023 Net Sales ($ thousand) | FY2022 Net Sales ($ thousand) | Net Sales Change (%) | FY2023 Unit Shipments | FY2022 Unit Shipments | Unit Shipments Change (%) | | :--------------------- | :---------------------- | :---------------------- | :--------------- | :------------------- | :------------------- | :--------------------- | | Class A | 1,066,617 | 1,779,295 | (40.1) | 5,246 | 9,026 | (41.9) | | Class C | 1,536,398 | 1,408,470 | 9.1 | 13,643 | 13,260 | 2.9 | | Class B | 711,155 | 791,882 | (10.2) | 5,943 | 7,445 | (20.2) | | **Total** | **3,314,170** | **3,979,647** | **(16.7)** | **24,832** | **29,731** | **(16.5)** | North American Motorized net sales decreased by **16.7%**, primarily due to a **16.5%** decrease in unit shipments and a **0.2%** net price decrease from product pricing and mix changes[253](index=253&type=chunk) Gross profit decreased by **$211,337 thousand**, and gross margin declined, mainly due to lower net sales and an increased percentage of cost of products sold, driven by higher chassis costs and increased warranty costs[255](index=255&type=chunk)[257](index=257&type=chunk) Income before income taxes decreased by **$181,397 thousand**, primarily due to lower net sales and an increased percentage of cost of products sold[259](index=259&type=chunk) [European Recreational Vehicles](index=46&type=section&id=European%20Recreational%20Vehicles) Net sales increased by 5.2%, driven by a 12.7% net price increase despite a 7.5% decrease in unit shipments, leading to improved gross profit and income before income taxes European Recreational Vehicles Net Sales and Unit Shipments (FY2023 vs. FY2022) | Product Type | FY2023 Net Sales ($ thousand) | FY2022 Net Sales ($ thousand) | Net Sales Change (%) | FY2023 Unit Shipments | FY2022 Unit Shipments | Unit Shipments Change (%) | | :--------------------- | :---------------------- | :---------------------- | :--------------- | :------------------- | :------------------- | :--------------------- | | Motorized RVs | 1,409,137 | 1,457,226 | (3.3) | 19,391 | 23,688 | (18.1) | | Campervans | 987,623 | 750,310 | 31.6 | 21,087 | 19,369 | 8.9 | | Travel Trailers | 358,415 | 365,902 | (2.0) | 15,201 | 17,135 | (11.3) | | Other | 281,972 | 314,015 | (10.2) | - | - | - | | **Total** | **3,037,147** | **2,887,453** | **5.2** | **55,679** | **60,192** | **(7.5)** | European RV net sales increased by **5.2%**, primarily due to a **12.7%** net price increase from foreign currency, product mix, and pricing changes, despite a **7.5%** decrease in unit shipments[262](index=262&type=chunk) Gross profit increased by **$95,357 thousand**, and gross margin improved, mainly due to higher net sales and a decreased percentage of cost of products sold, driven by lower material costs and improved labor costs[265](index=265&type=chunk)[266](index=266&type=chunk) Income before income taxes significantly increased by **$92,509 thousand**, primarily due to higher net sales and an improved percentage of cost of products sold[268](index=268&type=chunk) [Liquidity and Capital Resources](index=47&type=section&id=Liquidity%20and%20Capital%20Resources) Cash and cash equivalents increased to $441,232 thousand as of July 31, 2023, driven by strong operating cash flow, while net working capital decreased Cash and Cash Equivalents (FY2022-2023) | Metric | July 31, 2023 ($ thousand) | July 31, 2022 ($ thousand) | | :--------------------- | :------------------ | :------------------ | | Cash and Cash Equivalents | 441,232 | 311,553 | | Of which: Held in U.S. | 338,703 | 256,492 | | Of which: Held in Europe | 102,529 | 55,061 | Net cash provided by operating activities was **$981,633 thousand** in fiscal year 2023, with **$222,483 thousand** used in investing activities and **$635,685 thousand** used in financing activities[269](index=269&type=chunk)[275](index=275&type=chunk)[278](index=278&type=chunk)[279](index=279&type=chunk) Net working capital decreased from **$1,306,563 thousand** as of July 31, 2022, to **$1,077,098 thousand** as of July 31, 2023, primarily due to reductions in inventory and accounts receivable[270](index=270&type=chunk) The company anticipates capital expenditures of **$260,000 thousand** for fiscal year 2024, primarily for construction projects, automation initiatives, and machinery and equipment upgrades, which will be funded by operating cash flows[273](index=273&type=chunk) The company's Board of Directors plans to continue paying regular quarterly cash dividends and may consider strategic stock repurchases and special dividends[274](index=274&type=chunk) [Principal Contractual Obligations and Commercial Commitments](index=49&type=section&id=Principal%20Contractual%20Obligations%20and%20Commercial%20Commitments) The company has significant contractual obligations, including debt principal payments, operating leases, and purchase obligations, totaling $1,549,737 thousand as of July 31, 2023 Contractual Obligations (as of July 31, 2023) | Contractual Obligation | Total ($ thousand) | FY2024 ($ thousand) | FY2025-2026 ($ thousand) | FY2027-2028 ($ thousand) | After 5 Years ($ thousand) | | :--------------- | :---------- | :------------- | :------------------ | :------------------ | :---------- | | Debt Principal Payments | 1,327,405 | 11,368 | 794,382 | 10,979 | 510,676 | | Finance Leases | 4,203 | 1,059 | 2,190 | 954 | — | | Operating Leases | 66,998 | 17,423 | 22,232 | 10,797 | 16,546 | | Purchase Obligations | 151,131 | 151,131 | — | — | — | | **Total Contractual Cash Obligations** | **1,549,737** | **180,981** | **818,804** | **22,730** | **527,222** | Other Commercial Commitments (as of July 31, 2023) | Other Commercial Commitments | Total Committed Amount ($ thousand) | Within 1 Year ($ thousand) | 1-3 Years ($ thousand) | 4-5 Years ($ thousand) | More than 5 Years ($ thousand) | | :--------------- | :------------ | :---------- | :---------- | :---------- | :---------- | | Standby Repurchase Obligations | 3,893,048 | 2,442,581 | 1,450,467 | — | — | Unrecognized income tax benefits of **$15,992 thousand** have been excluded from the table as the timing of future payments cannot be reasonably and reliably estimated[283](index=283&type=chunk) [Application of Critical Accounting Estimates](index=49&type=section&id=Application%20of%20Critical%20Accounting%20Estimates) Critical accounting estimates involve valuing acquired assets and liabilities in business combinations, testing goodwill and intangible assets for impairment, and determining product warranty reserves The company makes estimates, judgments, and assumptions when preparing its financial statements, with critical estimates including the valuation of acquired assets and liabilities in business combinations, impairment testing of goodwill and intangible assets, and the determination of product warranty reserves[288](index=288&type=chunk)[289](index=289&type=chunk)[290](index=290&type=chunk)[291](index=291&type=chunk)[292](index=292&type=chunk)[293](index=293&type=chunk)[294](index=294&type=chunk)[295](index=295&type=chunk)[298](index=298&type=chunk) Goodwill impairment testing involves significant management judgment using discounted cash flow models and market approaches, with assumptions on sales growth rates, profit margins, discount rates, and market multiples[291](index=291&type=chunk)[292](index=292&type=chunk)[295](index=295&type=chunk) Product warranty liabilities, totaling **$345,197 thousand** as of July 31, 2023, are based on the best estimates derived from historical retail sales, dealer inventory, average unit costs, and the distribution of expenditures over the warranty period[298](index=298&type=chunk) [Accounting Pronouncements](index=51&type=section&id=Accounting%20Pronouncements) The company adopted ASU No. 2020-04 "Reference Rate Reform," which did not materially impact consolidated financial statements The company adopted ASU No. 2020-04 "Reference Rate Reform," which adjusted reference rates for U.S. dollar-denominated loans but did not have a material impact on the consolidated financial statements[390](index=390&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 manages market risks from foreign currency and interest rate fluctuations through hedging strategies The company faces market risks from foreign currency exchange rates and interest rate changes, utilizing hedging transactions to mitigate these risks, but not for trading or speculative purposes[301](index=301&type=chunk) The company is primarily exposed to foreign currency exchange rate risk for the Euro and British Pound; as of July 31, 2023, the company held **$555,506 thousand** in Euro-denominated debt, where a hypothetical **10%** change in the Euro/U.S. dollar exchange rate would result in an estimated **$55,551 thousand** change in the debt balance[302](index=302&type=chunk)[303](index=303&type=chunk) Based on floating-rate debt levels over the next 12 months, a one percentage point increase in interest rates, representing approximately **13.3%** of the weighted-average interest rate as of July 31, 2023, would result in an estimated **$7,626 thousand** decrease in income before income taxes over one year[304](index=304&type=chunk) [Financial Statements and Supplementary Data](index=53&type=section&id=ITEM%208.%20FINANCIAL%20STATEMENTS%20AND%20SUPPLEMENTARY%20DATA) This item includes consolidated financial statements and unaudited quarterly financial data This item refers to the financial statements on pages F-1 through F-33 at the end of the report[306](index=306&type=chunk) Quarterly Financial Data (Unaudited) | Fiscal Year | Quarter | Net Sales ($ thousand) | Gross Profit ($ thousand) | Net Income Attributable to THOR Industries, Inc. ($ thousand) | Basic EPS ($) | Diluted EPS ($) | Dividend Per Share ($) | Stock Price High ($) | Stock Price Low ($) | | :----- | :--------- | :-------------- | :------------ | :--------------------------------------- | :--------------- | :--------------- | :----------- | :----------- | :----------- | | 2023 | October 31 | 3,108,084 | 486,476 | 136,185 | 2.54 | 2.53 | 0.45 | 96.11 | 67.09 | | 2023 | January 31 | 2,346,635 | 282,935 | 27,080 | 0.51 | 0.50 | 0.45 | 94.46 | 74.00 | | 2023 | April 30 | 2,928,820 | 432,637 | 120,719 | 2.26 | 2.24 | 0.45 | 105.36 | 74.50 | | 2023 | July 31 | 2,738,066 | 394,305 | 90,287 | 1.69 | 1.68 | 0.45 | 115.52 | 75.93 | | 2022 | October 31 | 3,958,224 | 655,424 | 242,242 | 4.37 | 4.34 | 0.43 | 128.87 | 99.35 | | 2022 | January 31 | 3,875,018 | 675,274 | 266,568 | 4.80 | 4.79 | 0.43 | 115.47 | 85.13 | | 2022 | April 30 | 4,657,517 | 807,445 | 348,051 | 6.34 | 6.32 | 0.43 | 100.14 | 73.50 | | 2022 | July 31 | 3,821,766 | 667,887 | 280,943 | 5.17 | 5.15 | 0.43 | 89.60 | 66.26 | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=54&type=section&id=ITEM%209.%20CHANGES%20IN%20AND%20DISAGREEMENTS%20WITH%20ACCOUNTANTS%20ON%20ACCOUNTING%20AND%20FINANCIAL%20DISCLOSURE) No changes in or disagreements with accountants are reported - No changes and disagreements[309](index=309&type=chunk) [Controls and Procedures](index=54&type=section&id=ITEM%209A.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls and internal financial reporting controls were effective as of July 31, 2023 As of July 31, 2023, the company's management evaluated and concluded that its disclosure controls and procedures were effective[309](index=309&type=chunk) Management believes that the company's internal control over financial reporting was effective as of July 31, 2023, in accordance with the COSO framework criteria[312](index=312&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[313](index=313&type=chunk)[316](index=316&type=chunk) No material changes in internal control over financial reporting occurred during the fourth fiscal quarter of 2023[314](index=314&type=chunk) [Other Information](index=56&type=section&id=ITEM%209B.%20OTHER%20INFORMATION) No Rule 10b5-1 or non-Rule 10b5-1 trading arrangements were adopted or terminated in Q4 FY2023 No adoption or termination of "Rule 10b5-1 trading arrangements" or "non-Rule 10b5-1 trading arrangements" by company directors or officers was reported during the fourth fiscal quarter of 2023[322](index=322&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=57&type=section&id=ITEM%2010.%20DIRECTORS%2C%20EXECUTIVE%20OFFICERS%20AND%20CORPORATE%20GOVERNANCE) The company has a Code of Business Conduct and Ethics, with other governance details referenced from the proxy statement The company has adopted the "THOR Industries, Inc. Code of Business Conduct and Ethics," applicable to all directors, executive officers, and employees, and published on the company's website[326](index=326&type=chunk) Other information for this item is provided by reference to the relevant sections of the company's proxy statement concerning the Board of Directors, executive officers, committees, and corporate governance[327](index=327&type=chunk) [Executive Compensation](index=57&type=section&id=ITEM%2011.%20EXECUTIVE%20COMPENSATION) Executive compensation details are provided by reference to the company's proxy statement The information required for this item is provided by reference to the relevant sections of the company's proxy statement concerning Compensation Discussion and Analysis, Executive Compensation, Director Compensation, and Compensation Committee Interlocks and Insider Participation[328](index=328&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=57&type=section&id=ITEM%2012.%20SECURITY%20OWNERSHIP%20OF%20CERTAIN%20BENEFICIAL%20OWNERS%20AND%20MANAGEMENT%20AND%20RELATED%20STOCKHOLDER%20MATTERS) This item details common stock authorized under the 2016 Equity and Incentive Plan Equity Compensation Plan Information (as of July 31, 2023) | 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 | 1,175,711 | — | 1,102,045 | | Equity compensation plans not approved by security holders | — | — | — | | **Total** | **1,175,711** | **—** | **1,102,045** | The **1,175,711 shares** in column (a) represent restricted stock units and performance stock units granted under the 2016 Plan, which do not have an exercise price[330](index=330&type=chunk)[331](index=331&type=chunk) The **1,102,045 shares** in column (c) represent the remaining shares available for future issuance under the 2016 Plan[331](index=331&type=chunk) [Certain Relationships and Related Transactions and Director Independence](index=58&type=section&id=ITEM%2013.%20CERTAIN%20RELATIONSHIPS%20AND%20RELATED%20TRANSACTIONS%20AND%20DIRECTOR%20INDEPENDENCE) Information on related transactions and director independence is referenced from the proxy statement The information required for this item is provided by reference to the relevant sections of the company's proxy statement concerning Certain Relationships and Related Transactions of Management and Board Structure, Committees, and Corporate Governance[333](index=333&type=chunk) [Principal Accounting Fees and Services](index=58&type=section&id=ITEM%2014.%20PRINCIPAL%20ACCOUNTING%20FEES%20AND%20SERVICES) Details on principal accounting fees and services are referenced from the company's proxy statement The information required for this item is provided by reference to the relevant sections of the company's proxy statement concerning Fees of Independent Registered Public Accounting Firm[334](index=334&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=59&type=section&id=ITEM%2015.%20EXHIBITS%20AND%20FINANCIAL%20STATEMENT%20SCHEDULES) This item lists financial statements, schedules, and various exhibits included in the annual report This item includes the Report of Independent Registered Public Accounting Firm, Consolidated Balance Sheets, Consolidated Statements of Income and Comprehensive Income, Consolidated Statements of Shareholders' Equity, Consolidated Statements of Cash Flows, and Notes to Consolidated Financial Statements[336](index=336&type=chunk) All financial statement schedules have been omitted because the required information is not applicable, not material, or has been included in the consolidated financial statements and their notes[337](index=337&type=chunk) Exhibits include acquisition agreements, articles of incorporation, debt indentures, equity incentive plans, employment agreements, a list of subsidiaries, auditor consent letters, and financial statements in XBRL format[338](index=338&type=chunk)[339](index=339&type=chunk)[340](index=340&type=chunk) SIGNATURES The report was signed on September 25, 2023, by key executives and board members of THOR Industries, Inc This report was signed on September 25, 2023, by Robert W. Martin, Director, President and Chief Executive Officer of THOR Industries, Inc[342](index=342&type=chunk)[343](index=343&type=chunk) Colleen Zuhl, Senior Vice President and Chief Financial Officer, and other Board members including Andrew E. Graves, Chairman of the Board, also signed[344](index=344&type=chunk)

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Unaudited condensed consolidated financial statements for April 30, 2023, show decreased net sales and net income, with total assets slightly up and liabilities down Condensed Consolidated Balance Sheet Highlights (in millions) | Account | April 30, 2023 | July 31, 2022 | | :--- | :--- | :--- | | **Total Current Assets** | $3,084.8 | $3,062.5 | | **Total Assets** | $7,554.0 | $7,408.1 | | **Total Current Liabilities** | $1,720.5 | $1,755.9 | | **Total Liabilities** | $3,655.7 | $3,807.5 | | **Total Stockholders' Equity** | $3,898.3 | $3,600.7 | Condensed Consolidated Income Statement Highlights (in millions, except per share data) | Metric | Three Months Ended April 30, 2023 | Three Months Ended April 30, 2022 | Nine Months Ended April 30, 2023 | Nine Months Ended April 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | **Net Sales** | $2,928.8 | $4,657.5 | $8,383.5 | $12,490.8 | | **Gross Profit** | $432.6 | $807.4 | $1,202.0 | $2,138.1 | | **Net Income** | $119.7 | $346.0 | $283.0 | $856.5 | | **Diluted EPS** | $2.24 | $6.32 | $5.27 | $15.44 | Condensed Consolidated Cash Flow Highlights (Nine Months Ended, in millions) | Cash Flow Activity | April 30, 2023 | April 30, 2022 | | :--- | :--- | :--- | | **Net cash provided by operating activities** | $474.1 | $637.5 | | **Net cash used in investing activities** | ($171.6) | ($971.8) | | **Net cash provided by (used in) financing activities** | ($266.1) | $250.5 | | **Net increase (decrease) in cash** | $41.7 | ($116.7) | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=28&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Declining North American demand due to macroeconomic factors led to reduced financial performance, while the European segment saw sales growth and improved income [Executive Overview and Industry Outlook](index=29&type=section&id=Executive%20Overview%20and%20Industry%20Outlook) Near-term RV industry slowdown in North America due to inflation and high interest rates contrasts with European backlog growth despite chassis constraints - North American RV backlog as of April 30, 2023, decreased by **81.6%** year-over-year to **$2.02 billion**, primarily due to reduced dealer orders as they manage higher-than-desired inventory levels[102](index=102&type=chunk) - European RV backlog as of April 30, 2023, increased by **20.7%** year-over-year to **$3.47 billion**, primarily due to increased selling prices[117](index=117&type=chunk) North American Industry Wholesale vs. Retail (Q1 CY2023 vs Q1 CY2022) | Metric | Q1 2023 | Q1 2022 | % Change | | :--- | :--- | :--- | :--- | | **Wholesale Unit Shipments** | 78,600 | 171,466 | (54.2)% | | **Retail Unit Registrations** | 81,881 | 110,304 | (25.8)% | - European operations continue to face significant chassis supply constraints from suppliers due to component shortages (e.g., semiconductor chips), which are expected to negatively impact production through calendar year 2023[126](index=126&type=chunk) [Results of Operations - Three Months Ended April 30, 2023 vs 2022](index=37&type=section&id=Results%20of%20Operations%20-%20Three%20Months%20Ended%20April%2030%2C%202023) Q3 fiscal 2023 saw consolidated net sales drop 37.1% and income before taxes fall 66.4%, primarily due to North American segment declines, offset by European growth Net Sales by Segment (Three Months Ended April 30, in millions) | Segment | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | North American Towables | $1,124.4 | $2,640.1 | (57.4)% | | North American Motorized | $795.9 | $1,053.0 | (24.4)% | | European | $866.8 | $724.0 | 19.7% | | **Total** | **$2,928.8** | **$4,657.5** | **(37.1)%** | Income Before Income Taxes by Segment (Three Months Ended April 30, in millions) | Segment | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | North American Towables | $77.6 | $326.7 | (76.3)% | | North American Motorized | $48.2 | $116.3 | (58.6)% | | European | $72.4 | $20.6 | 252.2% | | **Total** | **$155.5** | **$462.4** | **(66.4)%** | [Results of Operations - Nine Months Ended April 30, 2023 vs 2022](index=45&type=section&id=Results%20of%20Operations%20-%20Nine%20Months%20Ended%20April%2030%2C%202023) Nine-month consolidated net sales decreased 32.9% and income before taxes fell 67.2%, driven by North American segment weakness, while European income significantly improved Net Sales by Segment (Nine Months Ended April 30, in millions) | Segment | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | North American Towables | $3,272.0 | $6,866.1 | (52.3)% | | North American Motorized | $2,658.0 | $2,954.9 | (10.0)% | | European | $2,018.0 | $2,080.7 | (3.0)% | | **Total** | **$8,383.5** | **$12,490.8** | **(32.9)%** | Income Before Income Taxes by Segment (Nine Months Ended April 30, in millions) | Segment | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | North American Towables | $181.5 | $868.9 | (79.1)% | | North American Motorized | $234.2 | $309.2 | (24.3)% | | European | $77.9 | $12.2 | 536.4% | | **Total** | **$367.4** | **$1,121.5** | **(67.2)%** | [Financial Condition and Liquidity](index=53&type=section&id=Financial%20Condition%20and%20Liquidity) The company maintains strong liquidity with $353.2 million cash and $950.0 million credit, prioritizing debt reduction, dividends, and organic growth - Capital allocation priorities remain debt reduction, maintaining and growing dividends, funding organic growth, and opportunistic acquisitions and share repurchases[206](index=206&type=chunk) - Subsequent to the quarter end, the company fully paid off the **$50.0 million** outstanding balance on its asset-based credit facility and paid an additional **$85.0 million** against its U.S. term loan[207](index=207&type=chunk) Cash Flow Summary (Nine Months Ended April 30, in millions) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Net Cash from Operations | $474.1 | $637.5 | | Net Cash used in Investing | ($171.6) | ($971.8) | | Net Cash (used in) from Financing | ($266.1) | $250.5 | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=56&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company faces market risks from Euro exchange rate fluctuations and interest rate changes, impacting debt and net earnings - The company's primary currency exposure relates to the Euro and British Pound Sterling, holding **€557.2 million** of Euro-denominated debt as of April 30, 2023[221](index=221&type=chunk)[222](index=222&type=chunk) - A hypothetical **1%** increase in interest rates would reduce pre-tax net earnings by an estimated **$11.0 million** over a one-year period[224](index=224&type=chunk) [Item 4. Controls and Procedures](index=56&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls and procedures were effective, with no material changes to internal controls over financial reporting during the quarter - The CEO and CFO concluded that the company's disclosure controls and procedures were effective at a level of reasonable assurance[225](index=225&type=chunk) - No changes in internal controls over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, these controls[226](index=226&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=57&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Routine litigation, including warranty claims, is not expected to materially impact the company's financial condition or operating results - The company faces litigation in the normal course of business, primarily related to state "lemon laws," warranty claims, and vehicle accidents[228](index=228&type=chunk) - Management does not expect current legal proceedings to have a material impact on the company's financial condition or results of operations[228](index=228&type=chunk) [Item 1A. Risk Factors](index=57&type=section&id=ITEM%201A.%20RISK%20FACTORS) No material changes to previously disclosed risk factors, with ongoing concerns including supply chain disruptions and inflation - No material changes have been identified from the risk factors disclosed in the Annual Report on Form 10-K for the fiscal year ended July 31, 2022[229](index=229&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=57&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company repurchased 210,799 shares for $16.6 million in Q3 fiscal 2023, with $491.2 million remaining for future repurchases Share Repurchases (Three Months Ended April 30, 2023) | Period | Total Shares Purchased | Average Price Paid per Share | | :--- | :--- | :--- | | Feb 2023 | — | $— | | Mar 2023 | 190,233 | $78.83 | | Apr 2023 | 20,566 | $77.99 | | **Total** | **210,799** | **N/A** | - As of April 30, 2023, the total remaining value of shares that may be repurchased under existing authorizations is **$491.2 million**[230](index=230&type=chunk)[232](index=232&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended January 31, 2023. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ____ to ____. COMMISSION FILE NUMBER 001-09235 THOR INDUSTRIES, INC. (Exact name of registrant as specified in its charter) | Delaware | 93-0768752 | | --- | --- | | (St ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-09235 THOR INDUSTRIES, INC. | (Exact name of registrant as specified in its charter) | | | --- | --- | | Delaware | 93-0768752 | | (State or other ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended April 30, 2022. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from ____ to ____. COMMISSION FILE NUMBER 001-09235 THOR INDUSTRIES, INC. (Exact name of registrant as specified in its charter) | Delaware | 93-0768752 | | --- | --- | | (Stat ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 COMMISSION FILE NUMBER 001-09235 THOR INDUSTRIES, INC. FORM 10-Q (Exact name of registrant as specified in its charter) | Delaware | | | 93-0768752 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | (State or other jurisdiction of | | | (I.R.S. Employer | | | | | | incorporation or organization) | | | Identification No.) | | | | | | 601 E. Beardsley Ave., Elkhart, IN | | | 46514-3305 | | | | | | (Address of principal executiv ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended October 31, 2021. THOR INDUSTRIES, INC. (Exact name of registrant as specified in its charter) | Delaware | 93-0768752 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | 601 E. Beardsley Ave., Elkhart, IN | 46514-3305 | | (Address ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended July 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-09235 THOR INDUSTRIES, INC. | (Exact name of registrant as specified in its charter) | | | | --- | --- | --- | | Delaware | | 93-0768752 | | (State ...