##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 FOR QUARTER ENDED October 31, 2005
    
    COMMISSION FILE NUMBER 1-9235
 THOR INDUSTRIES, INC.
 
  Delaware
    
    93-0768752(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 419 West Pike Street, Jackson Center, OH
    
    45334-0629(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: 937) 596-6849
  þ o
  þ o
  o þ
  Class
    
    Outstanding at 10/31/2005Common stock, par value
$.10 per share
    
    56,680,817 shares
   1




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TABLE OF CONTENTS  PART I   Financial InformationITEM 1. Financial StatementsITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSITEM 3. Quantitative and Qualitative Disclosures About Market RiskITEM 4. Controls and ProceduresPART II    Other InformationITEM 2.Unregistered Sales of Equity Securities and Use of ProceedsSIGNATURES302 CERTIFICATION FOR CEO302 CERTIFICATION FOR CFO906 CERTIFICATION FOR CEO906 CERTIFICATION FOR CFO    Table of Contents  
 PART I   Financial Information
 Unless otherwise indicated, all amounts presented in thousands except units, share and per
share data.
 
 ITEM 1. Financial Statements
 THOR INDUSTRIES, INC. AND SUBSIDIARIES  CONSOLIDATED BALANCE SHEETS  ASSETS
 October 31, 2005
    
    
    July 31, 2005Current assets:Cash and cash equivalents
    
    $
    117,592
    
    
    $
    163,596Investments  short term
    
    
    76,029
    
    
    
    45,219Accounts receivable:Trade
    
    
    179,715
    
    
    
    140,927Other
    
    
    5,619
    
    
    
    5,409Inventories
    
    
    187,048
    
    
    
    161,770Prepaid expenses
    
    
    14,889
    
    
    
    5,857Deferred income taxes
    
    
    1,262
    
    
    
    1,262Total current assets
    
    
    582,154
    
    
    
    524,040Property:Land
    
    
    22,436
    
    
    
    21,339Buildings and improvements
    
    
    113,948
    
    
    
    109,443Machinery and equipment
    
    
    51,208
    
    
    
    49,259Total cost
    
    
    187,592
    
    
    
    180,041Accumulated depreciation
    
    
    42,833
    
    
    
    40,252Property, net
    
    
    144,759
    
    
    
    139,789Investments:Joint ventures
    
    
    3,121
    
    
    
    2,800Other assets:Goodwill
    
    
    165,663
    
    
    
    165,662Non-compete agreements
    
    
    3,553
    
    
    
    3,790Trademarks
    
    
    13,900
    
    
    
    13,900Other
    
    
    8,456
    
    
    
    7,898Total other assets
    
    
    191,572
    
    
    
    191,250TOTAL ASSETS
    
    $
    921,606
    
    
    $
    857,879LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    119,274
    
    
    $
    118,056Accrued liabilities:Taxes
    
    
    34,416
    
    
    
    8,351Compensation and related items
    
    
    31,718
    
    
    
    28,519Product warranties
    
    
    56,112
    
    
    
    55,118Promotions and rebates
    
    
    9,337
    
    
    
    7,362Product/property liability and related
    
    
    8,678
    
    
    
    7,913Dividend Payable
    
    
    
    
    
    
    17,000Other
    
    
    8,449
    
    
    
    6,493Total current liabilities
    
    
    267,984
    
    
    
    248,812Deferred income taxes and other liabilities
    
    
    12,157
    
    
    
    11,680Stockholders equity:Common stock  authorized 250,000,000 shares;
issued 56,936,817 shares @ 10/31/05 and 56,933,483
shares @ 7/31/05; par value of $.10 per share
    
    
    5,694
    
    
    
    5,693Additional paid-in capital
    
    
    82,694
    
    
    
    82,652Accumulated other comprehensive income
    
    
    1,354
    
    
    
    943Retained earnings
    
    
    559,242
    
    
    
    515,877Restricted stock plan
    
    
    (488
    )
    
    
    (747
    )Less Treasury shares of 256,000, at cost
    
    
    (7,031
    )
    
    
    (7,031
    )Total stockholders equity
    
    
    641,465
    
    
    
    597,387TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    921,606
    
    
    $
    857,879
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THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME  FOR THE THREE MONTHS ENDED OCTOBER 31, 2005 AND 2004
 Three Months Ended October 312005
    
    
    2004Net sales
    
    $
    761,323
    
    
    $
    632,726Cost of products sold
    
    
    649,681
    
    
    
    541,952Gross profit
    
    
    111,642
    
    
    
    90,774Selling, general and
administrative expenses
    
    
    44,336
    
    
    
    36,281Interest income
    
    
    1,680
    
    
    
    804Interest expense
    
    
    347
    
    
    
    42Other income
    
    
    799
    
    
    
    761Income before income taxes
    
    
    69,438
    
    
    
    56,016Provision for income taxes
    
    
    26,073
    
    
    
    20,943Net income
    
    $
    43,365
    
    
    $
    35,073Average common shares outstanding:Basic
    
    
    56,568,392
    
    
    
    57,096,044Diluted
    
    
    56,916,818
    
    
    
    57,356,181Earnings per common share:Basic
    
    $
    .77
    
    
    $
    .61Diluted
    
    $
    .76
    
    
    $
    .61Dividends paid per common share:
    
    $
    .30
    
    
    $
    .03
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THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS  FOR THE THREE MONTHS ENDED OCTOBER 31, 2005 AND 2004
 2005
    
    
    2004Cash flows from operating activities:Net income
    
    $
    43,365
    
    
    $
    35,073Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation
    
    
    2,781
    
    
    
    2,277Amortization
    
    
    237
    
    
    
    201Loss on disposition of assets
    
    
    2
    
    
    
    8Loss (gain) on sale of trading investments
    
    
    100
    
    
    
    470Unrealized (gain) loss on trading investments
    
    
    116
    
    
    
    32Changes in non cash assets and liabilities, net of effect
from acquisitions:Purchases of trading investments
    
    
    (64,387
    )
    
    
    (47,414
    )Proceeds from sales of trading investments
    
    
    33,361
    
    
    
    58,847Accounts receivable
    
    
    (38,998
    )
    
    
    (23,016
    )Inventories
    
    
    (25,278
    )
    
    
    (13,684
    )Deferred income taxes and other
    
    
    (9,911
    )
    
    
    (10,308
    )Accounts payable
    
    
    442
    
    
    
    (20,714
    )Accrued liabilities
    
    
    35,430
    
    
    
    11,312Other liabilities
    
    
    241
    
    
    
    565Net cash used in operating activities
    
    
    (22,499
    )
    
    
    (6,351
    )Cash flows from investing activities:Purchase of property, plant & equipment
    
    
    (6,979
    )
    
    
    (18,565
    )Proceeds from disposition of assets
    
    
    20
    
    
    
    20Net cash used in investing activities
    
    
    (6,959
    )
    
    
    (18,545
    )Cash flows from financing activities:Cash dividends
    
    
    (17,000
    )
    
    
    (1,714
    )Purchase of common stock for retirement
    
    
    
    
    
    
    (8,490
    )Proceeds from issuance of common stock
    
    
    43
    
    
    
    60Net cash used in financing activities
    
    
    (16,957
    )
    
    
    (10,144
    )Effect of exchange rate changes on cash
    
    
    411
    
    
    
    849Net decrease in cash and equivalents
    
    
    (46,004
    )
    
    
    (34,191
    )Cash and equivalents, beginning of period
    
    
    163,596
    
    
    
    136,120Cash and equivalents, end of period
    
    $
    117,592
    
    
    $
    101,929Supplemental cash flow information:Income taxes paid
    
    $
    12
    
    
    $
    5,759Interest paid
    
    
    347
    
    
    
    42Non cash transactions:Retirement of treasury shares
    
    
    
    
    
    $
    8,490Capital expenditures in accounts payable
    
    $
    776
    
    
    
    
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1.
    
    The July 31, 2005 amounts are from the annual audited financial statements. The interim
financial statements are unaudited. In the opinion of management, all adjustments (which
consist of normal recurring adjustments) necessary to present fairly the financial position,
results of operations and change in cash flows for the interim periods presented have been
made. These financial statements should be read in conjunction with the Companys Annual
Report on Form 10-K for the year ended July 31, 2005. The results of operations for the three
months ended October 31, 2005 are not necessarily indicative of the results for the full year.2.
    
    Major classifications of inventories are:
 October 31, 2005
    
    
    July 31, 2005Raw materials
    
    $
    89,287
    
    
    $
    78,493Chassis
    
    
    34,414
    
    
    
    29,506Work in process
    
    
    50,262
    
    
    
    55,413Finished goods
    
    
    30,289
    
    
    
    14,196Total
    
    
    204,252
    
    
    
    177,608Less excess of FIFO costs
over LIFO costs
    
    
    17,204
    
    
    
    15,838Total inventories
    
    $
    187,048
    
    
    $
    161,770
 3.
    
    Earnings Per Share
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedOctober 31, 2005
    
    
    October 31, 2004Weighted average shares
outstanding for basic
earnings per share
    
    
    56,568,392
    
    
    
    57,096,044Stock options and
restricted stock
    
    
    348,426
    
    
    
    260,137Total  For diluted shares
    
    
    56,916,818
    
    
    
    57,356,181
 4.
    
    Comprehensive Income
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedOctober 31, 2005
    
    
    October 31, 2004Net income
    
    $
    43,365
    
    
    $
    35,073Foreign currency
translation adjustment
    
    
    411
    
    
    
    849Comprehensive income
    
    $
    43,776
    
    
    $
    35,922
 5.
    
    Segment InformationThe Company has three reportable segments: 1.) towable recreation vehicles, 2.) motorized
recreation vehicles, and 3.) buses. The towable recreation vehicle segment consists of product
lines from the following operating companies that have been aggregated: Airstream,
Breckenridge, CrossRoads, Dutchmen, General Coach Hensall and Oliver, Keystone, Komfort, Thor
America and Thor California. The motorized recreation vehicle segment consists of product
lines from the following operating companies that have been aggregated: Airstream, Damon, Four
Winds and Oliver. The bus segment consists of the following operating companies that have been
aggregated: Champion Bus, ElDorado California, ElDorado Kansas and Goshen Coach.
 5




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedOctober 31, 2005
    
    
    October 31, 2004Net Sales:Recreation vehicles:Towables
    
    $
    533,236
    
    
    $
    440,161Motorized
    
    
    149,094
    
    
    
    142,135Total recreation vehicles
    
    
    682,330
    
    
    
    582,296Buses
    
    
    78,993
    
    
    
    50,430Total
    
    $
    761,323
    
    
    $
    632,726
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedOctober 31, 2005
    
    
    October 31, 2004Income Before Income Taxes:Recreation vehicles:Towables
    
    $
    61,424
    
    
    $
    47,686Motorized
    
    
    8,366
    
    
    
    7,908Total recreation vehicles
    
    
    69,790
    
    
    
    55,594Buses
    
    
    1,994
    
    
    
    1,126Corporate
    
    
    (2,346
    )
    
    
    (704
    )Total
    
    $
    69,438
    
    
    $
    56,016
 October 31, 2005
    
    
    July 31, 2005Identifiable Assets:Recreation vehicles:Towables
    
    $
    471,454
    
    
    $
    384,292Motorized
    
    
    146,071
    
    
    
    126,045Total recreation vehicles
    
    
    617,525
    
    
    
    510,337Buses
    
    
    98,689
    
    
    
    96,942Corporate
    
    
    205,392
    
    
    
    250,600Total
    
    $
    921,606
    
    
    $
    857,879
 6.
    
    Treasury SharesThe Company purchased and retired 323,200 shares of treasury stock in the first quarter of
fiscal 2005 at an average cost of $26.27 per share. This retirement resulted in a reduction of
$32 in common stock and $458 in additional paid-in-capital and $8,000 in retained earnings.7.
    
    InvestmentsThe Company classifies its debt and equity securities as trading investments classified as
short-
term. Trading securities are bought and held principally for the purpose of selling them in
the near
term.Trading securities are recorded at fair market value. Realized and unrealized gains and losses
on trading investments are included in earnings. Dividend and interest income are recognized
when earned.8.
    
    AcquisitionsOn November 1, 2004, we completed our acquisition of the stock of DS Corp. dba CrossRoads RV,
an Indiana corporation (CrossRoads), pursuant to an Agreement and Plan of Merger (the Merger
Agreement), dated as of October 28, 2004, by and among our company, Thor Acquisition Corp., a
Delaware corporation and a wholly-owned subsidiary of our company (Acquisition
 6




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Subsidiary), CrossRoads and the securityholders of CrossRoads. CrossRoads is engaged in
the business of manufacturing towable recreation vehicles. Under the terms of the Merger
Agreement, Acquisition Subsidiary merged with and into CrossRoads, and CrossRoads continued as
the surviving corporation (the Merger). In addition, as part of the Merger, certain members
of management of CrossRoads entered into non-competition agreements with our company.The primary reasons for the acquisition include CrossRoads future earnings potential, its fit
with our existing operations, its market share, and its cash flow. The results of operations
for CrossRoads are included in Thors operating results beginning November 1, 2004.The purchase price paid by us for the acquisition of the stock of CrossRoads was $28,030, which
was payable in cash and was funded from our cash on hand. The fair value of assets acquired
and liabilities assumed was $32,958, and $4,928 respectively. The purchase price allocation
includes $1,176 of non-compete agreements, which will be amortized over two to seven years,
$20,485 of goodwill and $794 for trademarks that are not subject to amortization.On May 27, 2005, we completed our acquisition of the Goshen Coach Division of Veritrans
Specialty Vehicles Inc. pursuant to an asset purchase agreement dated May 26, 2005 for cash of
$10,083.9.
    
    Goodwill and Other Intangible AssetsThe components of other intangible assets are as follows:
 October 31, 2005
    
    
    July 31, 2005Accumulated
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Cost
    
    
    AmortizationAmortized Intangible Assets:Non-compete agreements
    
    $
    15,889
    
    
    $
    12,336
    
    
    $
    15,889
    
    
    $
    12,099
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedOctober 31, 2005
    
    
    October 31, 2004Non-compete Agreements:Amortization Expense
    
    $
    237
    
    
    $
    202
   For the year ending July 2006
    
    $
    949For the year ending July 2007
    
    $
    887For the year ending July 2008
    
    $
    828For the year ending July 2009
    
    $
    492For the year ending July 2010
    
    $
    337
   Goodwill
    
    
    TrademarksRecreation Vehicles:Towables
    
    $
    143,795
    
    
    $
    10,237Motorized
    
    
    17,252
    
    
    
    2,600Total Recreation Vehicles
    
    
    161,047
    
    
    
    12,837Bus
    
    
    4,616
    
    
    
    1,063Total
    
    $
    165,663
    
    
    $
    13,900
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 10.
    
    WarrantyThor provides customers of our products with a warranty covering defects in material or
workmanship for periods generally ranging from one to two years, with longer warranties on
certain structural components. We record a liability based on our best estimate of the amounts
necessary to settle future and existing claims on products sold as of the balance sheet date.
Factors we use in estimating the warranty liability include a history of units sold, existing
dealer inventory, average cost incurred and a profile of the distribution of warranty
expenditures over the warranty period. A significant increase in dealer shop rates, the cost
of parts or the frequency of claims could have a material adverse impact on our operating
results for the period or periods in which such claims or additional costs materialize.
Management believes that the warranty reserve is adequate; however, actual claims incurred
could differ from estimates, requiring adjustments to the reserves. Warranty reserves are
reviewed and adjusted as necessary on a quarterly basis.
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedOctober 31, 2005
    
    
    October 31, 2004Beginning Balance
    
    $
    55,118
    
    
    $
    45,829Provision
    
    
    15,967
    
    
    
    14,795Payments
    
    
    (14,973
    )
    
    
    (12,460
    )Ending Balance
    
    $
    56,112
    
    
    $
    48,164
 11.
    
    Commercial CommitmentsOur principal commercial commitments at October 31, 2005 are summarized in the following chart:
 Total
    
    
    Term ofCommitment
    
    Amount Committed
    
    
    GuaranteeGuarantee on dealer financing
    
    $
    2,821
    
    
    less than 1 yearStandby repurchase obligation
on dealer financing
    
    $
    705,725
    
    
    less than 1 year
 The Company records repurchase and guarantee reserves based on prior experience and known
current events. The combined repurchase and recourse reserve balances are approximately $1,486
and $1,368 as of October 31, 2005 and July 31, 2005, respectively.
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedOctober 31, 2005
    
    
    October 31, 2004Cost of units repurchased
    
    $
    1,350
    
    
    $
    1,093Realization on units resold
    
    
    1,272
    
    
    
    923Losses due to repurchase
    
    $
    78
    
    
    $
    170
 12.
    
    Stock-Based CompensationEffective August 1, 2005, we adopted Statement of Financial Accounting Standard (SFAS) No.
123R, Share Based Payment, using the modified prospective transition method. Under the modified
prospective method, awards that are granted, modified or settled after the date of the adoption
should be measured and accounted for in accordance with SFAS 123R.
 8




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   Weighted
    
    
    Weighted Avg.Avg. Exercise
    
    
    Remaining
    
    
    AggregateShares
    
    
    Price
    
    
    Contractual Life
    
    
    Intrinsic ValueOutstanding, August 1, 2005
    
    
    700,708
    
    
    $
    19.60
    
    
    
    
    
    
    
    Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    3,334
    
    
    
    12.86
    
    
    
    
    
    
    
    Canceled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding, October 31, 2005
    
    
    697,374
    
    
    $
    19.63
    
    
    
    7.3
    
    
    $
    9,065Exercisable, October 31, 2005
    
    
    424,291
    
    
    $
    14.53
    
    
    
    6.7
    
    
    $
    7,681
        WeightedAverage GrossShares
    
    
    Date Fair ValueNonvested, August 1, 2005
    
    
    115,700
    
    
    $
    12.93Granted
    
    
    
    
    
    
    Vested
    
    
    8,100
    
    
    
    6.50Forfeited
    
    
    
    
    
    
    Nonvested, October 31, 2005
    
    
    107,600
    
    
    $
    13.42
   9




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ITEM
2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Executive Overview
       Trends and Business Outlook
    10




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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
  Three Months Ended October 31, 2004
 Quarter Ended
    
    
    Quarter Ended
    
    
    ChangeOctober 31, 2005
    
    
    October 31, 2004
    
    
    Amount
    
    
    %NET SALES:Recreation VehiclesTowables
    
    $
    533,236
    
    
    
    
    
    
    $
    440,161
    
    
    
    
    
    
    $
    93,075
    
    
    
    21.1Motorized
    
    
    149,094
    
    
    
    
    
    
    
    142,135
    
    
    
    
    
    
    
    6,959
    
    
    
    4.9Total Recreation Vehicles
    
    
    682,330
    
    
    
    
    
    
    
    582,296
    
    
    
    
    
    
    
    100,034
    
    
    
    17.2Buses
    
    
    78,993
    
    
    
    
    
    
    
    50,430
    
    
    
    
    
    
    
    28,563
    
    
    
    56.6Total
    
    $
    761,323
    
    
    
    
    
    
    $
    632,726
    
    
    
    
    
    
    $
    128,597
    
    
    
    20.3# OF UNITS:Recreation VehiclesTowables
    
    
    27,518
    
    
    
    
    
    
    
    22,534
    
    
    
    
    
    
    
    4,984
    
    
    
    22.1Motorized
    
    
    2,019
    
    
    
    
    
    
    
    1,991
    
    
    
    
    
    
    
    28
    
    
    
    1.4Total Recreation Vehicles
    
    
    29,537
    
    
    
    
    
    
    
    24,525
    
    
    
    
    
    
    
    5,012
    
    
    
    20.4Buses
    
    
    1,468
    
    
    
    
    
    
    
    901
    
    
    
    
    
    
    
    567
    
    
    
    62.9Total
    
    
    31,005
    
    
    
    
    
    
    
    25,426
    
    
    
    
    
    
    
    5,579
    
    
    
    21.9% of
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    SegmentNet Sales
    
    
    
    
    
    Net SalesGROSS PROFIT:Recreation VehiclesTowables
    
    $
    90,764
    
    
    
    17.0
    
    
    $
    71,564
    
    
    
    16.3
    
    
    $
    19,200
    
    
    
    26.8Motorized
    
    
    15,301
    
    
    
    10.3
    
    
    
    14,435
    
    
    
    10.2
    
    
    
    866
    
    
    
    6.0Total Recreation Vehicles
    
    
    106,065
    
    
    
    15.5
    
    
    
    85,999
    
    
    
    14.8
    
    
    
    20,066
    
    
    
    23.3Buses
    
    
    5,577
    
    
    
    7.1
    
    
    
    4,775
    
    
    
    9.5
    
    
    
    802
    
    
    
    16.8Total
    
    $
    111,642
    
    
    
    14.7
    
    
    $
    90,774
    
    
    
    14.3
    
    
    $
    20,868
    
    
    
    23.0SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:Recreation VehiclesTowables
    
    $
    29,372
    
    
    
    5.5
    
    
    $
    23,986
    
    
    
    5.4
    
    
    $
    5,386
    
    
    
    22.5Motorized
    
    
    6,933
    
    
    
    4.7
    
    
    
    6,530
    
    
    
    4.6
    
    
    
    403
    
    
    
    6.2Total Recreation Vehicles
    
    
    36,305
    
    
    
    5.3
    
    
    
    30,516
    
    
    
    5.2
    
    
    
    5,789
    
    
    
    19.0Buses
    
    
    3,463
    
    
    
    4.4
    
    
    
    3,707
    
    
    
    7.4
    
    
    
    (244
    )
    
    
    (6.6
    )Corporate
    
    
    4,568
    
    
    
    
    
    
    
    2,058
    
    
    
    
    
    
    
    2,510
    
    
    
    122.0Total
    
    $
    44,336
    
    
    
    5.8
    
    
    $
    36,281
    
    
    
    5.7
    
    
    $
    8,055
    
    
    
    22.2INCOME BEFORE INCOME TAXES:Recreation VehiclesTowables
    
    $
    61,424
    
    
    
    11.5
    
    
    $
    47,686
    
    
    
    10.8
    
    
    $
    13,738
    
    
    
    28.8Motorized
    
    
    8,366
    
    
    
    5.6
    
    
    
    7,908
    
    
    
    5.6
    
    
    
    458
    
    
    
    5.8Total Recreation Vehicles
    
    
    69,790
    
    
    
    10.2
    
    
    
    55,594
    
    
    
    9.5
    
    
    
    14,196
    
    
    
    25.5Buses
    
    
    1,994
    
    
    
    2.5
    
    
    
    1,126
    
    
    
    2.2
    
    
    
    868
    
    
    
    77.1Corporate
    
    
    (2,346
    )
    
    
    
    
    
    
    (704
    )
    
    
    
    
    
    
    (1,642
    )
    
    
    (233.2
    )Total
    
    $
    69,438
    
    
    
    9.1
    
    
    $
    56,016
    
    
    
    8.9
    
    
    $
    13,422
    
    
    
    24.0
 11




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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 CONSOLIDATED
 ($ in 000)
    Segment Reporting
 RECREATION VEHICLES
  Impact from Internal GrowthImpact from
    
    Average PriceAcquisitions
    
    Per Unit
    
    Units
    
    Net ChangeRecreation VehiclesTowables
    
    
    8.6
    %
    
    
    (.3
    )%
    
    
    12.8
    %
    
    
    21.1
    %Motorized
    
    
    
    
    
    
    3.5
    %
    
    
    1.4
    %
    
    
    4.9
    %
 TOWABLE RECREATION VEHICLES
    12




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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 MOTORIZED RECREATION VEHICLES
    BUSES
  Impact
    
    Impact from Internal Growthfrom Acquisition
    
    Average Price Per Unit
    
    Units
    
    Net ChangeBuses
    
    
    21.2
    %
    
    
    13.4
    %
    
    
    22.0
    %
    
    
    56.6
    %
    ORDER
BACKLOG
 As of
    
    
    As of
    
    
    ChangeOctober 31, 2005
    
    
    October 31, 2004
    
    
    Amount
    
    
    %Recreation VehiclesTowables
    
    $
    252,301
    
    
    $
    131,801
    
    
    $
    120,500
    
    
    
    91.4Motorized
    
    
    80,627
    
    
    
    77,821
    
    
    
    2,806
    
    
    
    3.6Total Recreation Vehicles
    
    
    332,928
    
    
    
    209,622
    
    
    
    123,306
    
    
    
    58.8Buses
    
    
    140,421
    
    
    
    134,375
    
    
    
    6,046
    
    
    
    4.5Total
    
    $
    473,349
    
    
    $
    343,997
    
    
    $
    129,352
    
    
    
    37.6
 Financial Condition and Liquidity
$ (in 000)
  13




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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
     Critical Accounting Principles
  Impairment of Goodwill, Trademarks and Long-Lived Assets
  Insurance Reserves
  14




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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
  Warranty
  Forward Looking Statements
  
 ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
  
 ITEM 4. Controls and Procedures
  15




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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
   
 PART II    Other Information
 
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
 ISSUER PURCHASES OF EQUITY SECURITIES
 (c) Total Number
    
    
    (d) Maximum Numberof Shares
    
    
    (or Approximate(a) Total
    
    
    (b)
    
    
    (or Units)
    
    
    Dollar Value)Number
    
    
    Average
    
    
    Purchased as
    
    
    of Shares (or Units)of Shares
    
    
    Price Paid
    
    
    Part of Publicly
    
    
    that May Yet Be(or Units)
    
    
    Per Share
    
    
    Announced Plans
    
    
    Purchased Under thePeriod
    
    Purchased
    
    
    (or Unit)
    
    

or Programs (1)
    
    
    Plans or ProgramsAugust 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,132,800September 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,132,800October 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,132,800
 
 (1)
    
    On March 11, 2003, we announced that our Board of Directors had approved a share
repurchase program, pursuant to which up to 1,000,000 shares of our common stock may be
repurchased. In the second quarter of fiscal 2004, we affected a two-for-one stock split,
resulting in 2,000,000 shares authorized for repurchase under the program. At October 31,
2005, 1,132,800 shares of common stock remained authorized for repurchase under the
repurchase program. 16




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##### Table of Contents



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 ITEM
6. Exhibits
 a.)
    
    Exhibits31.1 Chief Executive Officers Certification filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2 Chief Financial Officers Certification filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1 Chief Executive Officers Certification furnished pursuant to Section 906 of
the Sarbanes-Oxley Act 2002.32.2 Chief Financial Officers Certification furnished pursuant to Section 906 of
the Sarbanes-Oxley Act 2002.
 17




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##### Table of Contents



SIGNATURES
  THOR INDUSTRIES, INC.(Registrant)DATE: November 28, 2005
    
    /s/
    
    Wade F. B. ThompsonWade F. B. ThompsonChairman of the Board, Presidentand Chief Executive OfficerDATE: November 28, 2005
    
    /s/
    
    Walter L. BennettWalter L. BennettExecutive Vice President,Secretary and Chief Financial Officer
 18