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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934for the quarterly period ended April 30, 2010.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934for the transition period from  to .
 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)
  o þ
  o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ
  Class
    
    Outstanding at 04/30/2010Common stock, par value
$.10 per share
    
    51,461,510 shares




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##### 



PART I  Financial Information
    
    
    3ITEM 1. FINANCIAL STATEMENTS
    
    
    3CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
    
    
    3CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
    
    
    4CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
    
    
    5NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
    
    
    6ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    20ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    41ITEM 4. CONTROLS AND PROCEDURES
    
    
    41PART II  Other Information
    
    
    43ITEM 1. LEGAL PROCEEDINGS
    
    
    43ITEM 1A. RISK FACTORS
    
    
    44ITEM 6. EXHIBITS
    
    
    46SIGNATURES
    
    
    47EX-10.1EX-10.2EX-31.1EX-31.2EX-32.1EX-32.2
  2




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Explanatory Note




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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 CONDENSED CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)April 30, 2010
    
    
    July 31, 2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    80,638
    
    
    $
    221,684Investments- short term
    
    
    63,350
    
    
    
    107,150Accounts receivable:Trade
    
    
    199,283
    
    
    
    111,793Other
    
    
    7,985
    
    
    
    3,823Inventories
    
    
    170,044
    
    
    
    105,278Prepaids and other
    
    
    3,973
    
    
    
    10,949Note receivable
    
    
    3,247
    
    
    
    10,000Deferred income taxes
    
    
    36,591
    
    
    
    33,341Total current assets
    
    
    565,111
    
    
    
    604,018Property:Land
    
    
    20,754
    
    
    
    20,310Buildings and improvements
    
    
    132,651
    
    
    
    134,161Machinery and equipment
    
    
    70,135
    
    
    
    69,566Total cost
    
    
    223,540
    
    
    
    224,037Accumulated depreciation
    
    
    85,616
    
    
    
    81,176Property, net
    
    
    137,924
    
    
    
    142,861Investment in joint ventures
    
    
    2,232
    
    
    
    2,257Other assets:Long term investments
    
    
    13,010
    
    
    
    13,428Goodwill
    
    
    150,576
    
    
    
    148,411Non-compete agreements and other intangible assets
    
    
    5,917
    
    
    
    617Trademarks
    
    
    14,936
    
    
    
    13,336Long term notes receivable
    
    
    29,656
    
    
    
    10,000Other
    
    
    19,048
    
    
    
    16,196Total other assets
    
    
    233,143
    
    
    
    201,988TOTAL ASSETS
    
    $
    938,410
    
    
    $
    951,124LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    112,357
    
    
    $
    78,120Accrued liabilities:Taxes
    
    
    17,160
    
    
    
    5,700Compensation and related items
    
    
    32,273
    
    
    
    22,548Product warranties
    
    
    48,634
    
    
    
    41,717Promotions and rebates
    
    
    9,949
    
    
    
    6,743Product/property liability and related
    
    
    14,721
    
    
    
    12,990Other
    
    
    23,309
    
    
    
    16,656Total current liabilities
    
    
    258,403
    
    
    
    184,474Long term liabilities:Unrecognized tax benefits
    
    
    45,541
    
    
    
    46,355Other
    
    
    15,346
    
    
    
    15,262Total long term liabilities
    
    
    60,887
    
    
    
    61,617Stockholders equity:Common stock  authorized 250,000,000 shares:Issued 57,318,849 shares @ 4/30/10 and 57,318,263 shares
@7/31/09; par value of $.10 per share
    
    
    5,732
    
    
    
    5,732Additional paid-in capital
    
    
    94,993
    
    
    
    94,367Retained earnings
    
    
    708,206
    
    
    
    677,548Accumulated other comprehensive income (loss)
    
    
    (707
    )
    
    
    1,070Less treasury shares of 5,857,339 and 1,877,339 @ 4/30/10 & 7/31/09
    
    
    (189,104
    )
    
    
    (73,684
    )Total stockholders equity
    
    
    619,120
    
    
    
    705,033TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    938,410
    
    
    $
    951,124
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THOR INDUSTRIES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2010 AND 2009 (UNAUDITED)
 Three Months Ended April 30,
    
    
    Nine Months Ended April 30,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    680,192
    
    
    $
    415,472
    
    
    $
    1,612,769
    
    
    $
    1,080,972Cost of products sold
    
    
    587,693
    
    
    
    369,025
    
    
    
    1,400,503
    
    
    
    986,305Gross profit
    
    
    92,499
    
    
    
    46,447
    
    
    
    212,266
    
    
    
    94,667Selling, general and administrative
expenses
    
    
    42,824
    
    
    
    33,879
    
    
    
    108,678
    
    
    
    98,252Amortization of intangibles
    
    
    152
    
    
    
    92
    
    
    
    320
    
    
    
    384Impairment of goodwill and
trademarks
    
    
    500
    
    
    
    9,717
    
    
    
    500
    
    
    
    10,281Gain on sale of property
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    373Gain on involuntary conversion
    
    
    2,283
    
    
    
    
    
    
    
    2,283
    
    
    
    Interest income
    
    
    1,360
    
    
    
    1,169
    
    
    
    4,242
    
    
    
    4,670Interest expense
    
    
    110
    
    
    
    144
    
    
    
    320
    
    
    
    386Net appreciation (impairment) of
auction rate securities
    
    
    
    
    
    
    728
    
    
    
    
    
    
    
    (1,125
    )Other income (expense)
    
    
    (351
    )
    
    
    60
    
    
    
    (262
    )
    
    
    589Income (loss) before income taxes
    
    
    52,205
    
    
    
    4,572
    
    
    
    108,711
    
    
    
    (10,129
    )Provision (benefit) for income taxes
    
    
    18,094
    
    
    
    2,470
    
    
    
    39,247
    
    
    
    (2,491
    )Net income (loss)
    
    $
    34,111
    
    
    $
    2,102
    
    
    $
    69,464
    
    
    $
    (7,638
    )Average common shares outstanding:Basic
    
    
    51,461,181
    
    
    
    55,436,924
    
    
    
    53,521,242
    
    
    
    55,426,829Diluted
    
    
    51,585,450
    
    
    
    55,468,620
    
    
    
    53,621,584
    
    
    
    55,426,829Earnings (loss) per common share:Basic
    
    $
    .66
    
    
    $
    .04
    
    
    $
    1.30
    
    
    $
    (.14
    )Diluted
    
    $
    .66
    
    
    $
    .04
    
    
    $
    1.30
    
    
    $
    (.14
    )Regular dividends declared and paid
per common share:
    
    $
    .07
    
    
    $
    .07
    
    
    $
    .21
    
    
    $
    .21Special dividends declared and paid
per common share:
    
    $
    
    
    
    $
    
    
    
    $
    .50
    
    
    $
    
  4




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THOR INDUSTRIES, INC. AND SUBSIDIARIES
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
 FOR THE NINE MONTHS ENDED APRIL 30, 2010 AND 2009 (UNAUDITED)
 2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    69,464
    
    
    $
    (7,638
    )Adjustments to reconcile net income to net cash provided by operating activities:Depreciation
    
    
    9,452
    
    
    
    9,885Amortization of intangibles
    
    
    320
    
    
    
    384Impairment of trademarks and goodwill
    
    
    500
    
    
    
    10,281Deferred income taxes
    
    
    (4,515
    )
    
    
    (Gain)/loss on disposition of assets
    
    
    225
    
    
    
    (392
    )Net impairment of auction rate securities
    
    
    
    
    
    
    1,125Gain on involuntary conversion of assets
    
    
    (1,575
    )
    
    
    Stock based compensation
    
    
    610
    
    
    
    449Loss on divestiture of operating subsidiary
    
    
    323
    
    
    
    Changes in non-cash assets and liabilities (excluding acquisition):Accounts receivable
    
    
    (91,053
    )
    
    
    25,587Note receivable
    
    
    (1,433
    )
    
    
    (10,000
    )Inventories
    
    
    (57,689
    )
    
    
    20,613Prepaids and other
    
    
    3,881
    
    
    
    8,603Accounts payable
    
    
    29,773
    
    
    
    (13,652
    )Accrued liabilities
    
    
    41,337
    
    
    
    (36,457
    )Other liabilities
    
    
    (806
    )
    
    
    (6,717
    )Net cash provided by (used in) operating activities
    
    
    (1,186
    )
    
    
    2,071Cash flows from investing activities:Purchases of property, plant & equipment
    
    
    (8,210
    )
    
    
    (5,077
    )Proceeds from disposition of assets
    
    
    4,958
    
    
    
    2,785Proceeds from disposition of investments
    
    
    44,200
    
    
    
    10,000Notes receivable
    
    
    (10,000
    )
    
    
    (10,000
    )Acquisition of operating subsidiary
    
    
    (19,756
    )
    
    
    Insurance proceeds from involuntary conversion of assets
    
    
    2,908
    
    
    
    Proceeds on dissolution of joint venture
    
    
    
    
    
    
    1,578Net cash provided by (used in) investing activities
    
    
    14,100
    
    
    
    (714
    )Cash flows from financing activities:Cash dividends
    
    
    (38,806
    )
    
    
    (11,643
    )Proceeds from issuance of common stock
    
    
    16
    
    
    
    27Purchase of treasury stock
    
    
    (115,420
    )
    
    
    Net cash used in financing activities
    
    
    (154,210
    )
    
    
    (11,616
    )Effect of exchange rate changes on cash
    
    
    250
    
    
    
    (1,483
    )Net decrease in cash and equivalents
    
    
    (141,046
    )
    
    
    (11,742
    )Cash and cash equivalents, beginning of period
    
    
    221,684
    
    
    
    189,620Cash and cash equivalents, end of period
    
    $
    80,638
    
    
    $
    177,878Supplemental cash flow information:Income taxes paid
    
    $
    32,861
    
    
    $
    18,376Interest paid
    
    $
    320
    
    
    $
    386Non cash transactions:Capital expenditures in accounts payable
    
    $
    1
    
    
    $
    118
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 1.
    

    The July 31, 2009 amounts are derived 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, 2009. The results of operations for the
nine months ended April 30, 2010 are not necessarily indicative of the results for the full
year.On March 1, 2010, the Company acquired 100% of SJC Industries Corp. (SJC), a privately
held manufacturer of ambulances based in Elkhart, Indiana (see Note 18). The operations
of SJC are included in the Companys operating results from the date of its acquisition.Accounting PronouncementsIn June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No.
46(R) (SFAS 167). SFAS No. 167 amends Accounting Standards Codification (ASC) 810-10
(formerly FASB Interpretation No. 46(R)) by adding previously considered qualifying
special purpose entities (the concept of these entities was eliminated by SFAS No. 166).
In addition, companies must perform an analysis to determine whether the Companys
variable interest or interests give it a controlling financial interest in a variable
interest entity. Companies must also reassess on an ongoing basis whether the Company is
the primary beneficiary of a variable interest entity. SFAS 167 is effective for fiscal
years beginning after November 15, 2009. The Company is currently evaluating the impact
that the adoption of SFAS 167 may have on the Companys consolidated financial statements.
 2.
    
    InventoriesMajor classifications of inventories are:
 April 30, 2010
    
    
    July 31, 2009Raw materials
    
    $
    79,672
    
    
    $
    55,956Chassis
    
    
    46,018
    
    
    
    28,613Work in process
    
    
    51,171
    
    
    
    38,159Finished goods
    
    
    18,085
    
    
    
    6,682Total
    
    
    194,946
    
    
    
    129,410Excess of FIFO costs over LIFO costs
    
    
    (24,902
    )
    
    
    (24,132
    )Total inventories
    
    $
    170,044
    
    
    $
    105,278
 3.
    
    Earnings Per Share
 Three Months
    
    Three Months
    
    Nine Months
    
    Nine MonthsEnded
    
    Ended
    
    Ended
    
    EndedApril 30, 2010
    
    April 30, 2009
    
    April 30, 2010
    
    April 30, 2009Weighted average shares
outstanding for basic earnings
per share
    
    
    51,461,181
    
    
    
    55,436,924
    
    
    
    53,521,242
    
    
    
    55,426,829Stock options and restricted stock
    
    
    124,269
    
    
    
    31,696
    
    
    
    100,342
    
    
    
    Total  For diluted shares
    
    
    51,585,450
    
    
    
    55,468,620
    
    
    
    53,621,584
    
    
    
    55,426,829
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4.
    
    Comprehensive Income
 Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedApril 30, 2010
    
    
    April 30, 2009
    
    
    April 30, 2010
    
    
    April 30, 2009Net Income (loss)
    
    $
    34,111
    
    
    $
    2,102
    
    
    $
    69,464
    
    
    $
    (7,638
    )Foreign currency
translation
adjustment, net of
tax
    
    
    (1,803
    )
    
    
    168
    
    
    
    (1,762
    )
    
    
    (1,483
    )Change in temporary
impairment of
investment, net of
tax
    
    
    17
    
    
    
    170
    
    
    
    (15
    )
    
    
    2,852Comprehensive income
    
    $
    32,325
    
    
    $
    2,440
    
    
    $
    67,687
    
    
    $
    (6,269
    )
 Comprehensive income activity includes a reclassification adjustment to deduct from accumulated
other comprehensive income realized translation gains included within net income as a
result of the Citair sale.
 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, Keystone and Komfort. The motorized
recreation vehicle segment consists of product lines from the following operating companies
that have been aggregated: Airstream, Damon and Four Winds. The bus segment consists of the
following operating companies that have been aggregated: Champion Bus, ElDorado California,
ElDorado Kansas, Goshen Coach, and the newly acquired SJC (see Note 18).
 Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedApril 30, 2010
    
    
    April 30, 2009
    
    
    April 30, 2010
    
    
    April 30, 2009Net Sales:Recreation vehicles:Towables
    
    $
    468,002
    
    
    $
    264,317
    
    
    $
    1,090,842
    
    
    $
    664,517Motorized
    
    
    91,164
    
    
    
    47,724
    
    
    
    194,049
    
    
    
    112,499Total recreation vehicles
    
    
    559,166
    
    
    
    312,041
    
    
    
    1,284,891
    
    
    
    777,016Buses
    
    
    121,026
    
    
    
    103,431
    
    
    
    327,878
    
    
    
    303,956Total
    
    $
    680,192
    
    
    $
    415,472
    
    
    $
    1,612,769
    
    
    $
    1,080,972Three Months
    
    

    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedApril 30, 2010
    
    
    April 30, 2009
    
    
    April 30, 2010
    
    
    April 30, 2009Income (Loss)
Before Income Taxes:Recreation vehicles:Towables
    
    $
    45,114
    
    
    $
    18,374
    
    
    $
    93,397
    
    
    $
    21,197Motorized
    
    
    3,640
    
    
    
    (11,514
    )
    
    
    5,056
    
    
    
    (28,405
    )Total recreation vehicles
    
    
    48,754
    
    
    
    6,860
    
    
    
    98,453
    
    
    
    (7,208
    )Buses
    
    
    9,142
    
    
    
    1,243
    
    
    
    23,755
    
    
    
    10,263Corporate
    
    
    (5,691
    )
    
    
    (3,531
    )
    
    
    (13,497
    )
    
    
    (13,184
    )Total
    
    $
    52,205
    
    
    $
    4,572
    
    
    $
    108,711
    
    
    $
    (10,129
    )
 7




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April 30, 2010
    
    
    July 31, 2009Identifiable Assets:Recreation vehicles:Towables
    
    $
    454,455
    
    
    $
    358,562Motorized
    
    
    110,831
    
    
    
    73,969Total recreation vehicles
    
    
    565,286
    
    
    
    432,531Buses
    
    
    128,240
    
    
    
    106,823Corporate
    
    
    244,884
    
    
    
    411,770Total
    
    $
    938,410
    
    
    $
    951,124
 6.
    
    Treasury StockIn the second quarter of fiscal year 2010, the Company purchased 3,980,000 shares at
$29.00 per share and held them as treasury stock at a total cost of $115,420.The common stock shares were repurchased by the Company from the Estate of Wade F. B.
Thompson (the Estate) in a private transaction. The late Wade F. B. Thompson was Thors
former Chairman, President and Chief Executive Officer. The repurchase transaction was
evaluated and approved by directors of Thors Board who are not affiliated with the
Estate. At the time of the repurchase, the shares represented 7.2% of Thors common stock
outstanding. Thor used available cash to purchase the shares.
 7.
    
    Investments and Fair Value MeasurementsAccounting Standards Codification (ASC) 820-10, Fair Value Measurements and Disclosures
defines fair value, establishes a framework for measuring fair value under generally accepted
accounting principles and enhances disclosures about fair value measurements. Fair value is
defined as the exchange price that would be received for an asset or paid to transfer a
liability (i.e., an exit price) in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants on the measurement date.
Valuation techniques used to measure fair value must maximize the use of observable inputs and
minimize the use of unobservable inputs. The standard describes a fair value hierarchy based
on three levels of inputs, of which the first two are considered observable and the last
unobservable, that may be used to measure fair value, which are the following:Level 1  Quoted prices in active markets for identical assets or liabilities.Level 2  Inputs other than Level 1 that are observable, either directly or indirectly, such
as quoted prices for similar assets or liabilities; quoted prices in markets that are not
active; or other inputs that are observable or can be corroborated by observable market data
for substantially the full term of the assets or liabilities.Level 3  Unobservable inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities.
 8




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The following table represents the Companys fair value hierarchy for its financial assets
(cash, cash equivalents and investments) measured at fair value on a recurring basis as of
April 30, 2010:
 SignificantQuoted MarketPrices in Active
    
    
    Other Observable
    
    
    SignificantMarkets
    
    
    Inputs
    
    
    Unobservable Inputs
    
    
    Fair Value at(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    April 30, 2010Cash and cash equivalents
    
    $
    80,638
    
    
    $
    
    
    
    $
    
    
    
    $
    80,638Auction rate securities
(including Put Rights)
    
    
    
    
    
    
    
    
    
    
    76,360
    
    
    
    76,360Total
    
    $
    80,638
    
    
    $
    
    
    
    $
    76,360
    
    
    $
    156,998
 Our cash equivalents are comprised of money market funds traded in an active market with no
restrictions.
 In addition to the above investments, the Company holds non-qualified retirement plan assets of
$7,550 at April 30, 2010 ($6,016 at July 31, 2009). These assets, which are held for the
benefit of certain employees of the Company, represent Level 1 investments primarily in mutual
funds which are valued using observable market prices in active markets. They are included in
Other Assets on the Condensed Consolidated Balance Sheets.
 Level 3 assets consist of municipal bonds with an auction reset feature (auction rate
securities or ARS) whose underlying assets are primarily student loans which are
substantially backed by the federal government. Auction rate securities are long-term floating
rate bonds tied to short-term interest rates. After the initial issuance of the securities, the
interest rate on the securities is reset periodically, at intervals established at the time of
issuance based on market demand for a reset period. Auction rate securities are bought and sold
in the marketplace through a competitive bidding process often referred to as a Dutch
auction. If there is insufficient interest in the securities at the time of an auction, the
auction may not be completed and the rates may be reset to pre-determined penalty or
maximum rates based on mathematical formulas in accordance with each securitys prospectus.
 The following table provides a reconciliation of the beginning and ending balances for the
assets measured at fair value using significant unobservable inputs (Level 3 financial assets):
 Fair Value Measurements atReporting Date UsingSignificant Unobservable Inputs(Level 3)Balances at August 1, 2009
    
    $
    120,578Net change in other comprehensive income
    
    
    (18
    )Net loss included in earnings
    
    
    Purchases
    
    
    Sales/Maturities
    
    
    (44,200
    )Balances at April 30, 2010
    
    $
    76,360
 Auction Rate Securities
 At April 30, 2010, we held $14,150 (par value) of long-term investments and $63,350
(par value) of short-term investments comprised of taxable and tax-exempt ARS, which are
variable-rate debt securities and have a long-term maturity with the interest being reset
through Dutch auctions that are typically held every 7, 28 or 35 days. The securities have historically traded at par and are callable at par
at the option of the issuer. Interest is typically paid at the end of each auction period or
semi-annually. At April 30, 2010,
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the majority of the ARS we held were AAA rated or equivalent, and none were below B rated or equivalent, with most collateralized by student loans
substantially backed by the U.S. federal government.
 Since February 12, 2008, most auctions for these securities have failed and there is no
assurance that future auctions of the ARS in our investment portfolio will succeed and, as a
result, our ability to liquidate our investment and fully recover the par value of our
investment in the near term may be limited or not exist. An auction failure means that the
parties wishing to sell securities could not.
 In November 2008, the Company elected to participate in a rights offering by UBS AG (UBS), a
Swiss bank which is one of the Companys investment providers, that provides the Company with
the right (the Put Rights) to sell to UBS at par value ARS purchased from UBS ($63,350 of our
entire remaining ARS portfolio of $77,500 at par) at any time during a two-year sale period
beginning June 30, 2010. We had ARS sales   of $44,200 between August 1, 2009 and April 30, 2010, and since April 30, 2010, all of our ARS held by UBS have been sold at par.
 The Put Rights are not transferable or marginable. By electing to participate in the rights
offering the Company granted UBS the right, exercisable at any time prior to June 30, 2010 or
during the two-year sale period, to purchase or cause the sale of the Companys ARS held by UBS
(the Call Right). UBS has stated that it will exercise the Call Right only for the purpose of
restructurings, dispositions or other solutions that will provide their clients with par value
for their ARS. UBS will pay their clients the par value of their ARS within one day of
settlement of any Call Right transaction. Notwithstanding the Call Right, the Company would be
permitted to sell ARS to parties other than UBS, in which case the Put Rights attached to the
ARS that are sold would be extinguished.
 As consideration for this transaction, Thor has released UBS from all claims relating to the
marketing or sale of ARS (except claims for consequential damages) and has agreed not to sue
UBS for such claims. During 2008, UBS was sued by the Massachusetts Securities Division and by
the New York Attorney General in separate civil lawsuits alleging improper sales practices
relating to ARS. The rights offering reflects the terms of a settlement entered into by UBS and
various regulators, including the Securities and Exchange Commission (the SEC), the New York
Attorney General, and the Massachusetts Securities Division, pursuant to which UBS agreed to
pay a fine of $150 million. UBS has also been sued by investors in civil lawsuits and
arbitrations seeking damages relating to sales of ARS.
 Through its acceptance of the UBS offer, the Company also became eligible to participate in a
no net cost loan program pursuant to which it may borrow up to the par value of its ARS until
June 30, 2010. The Company is still permitted to obtain ARS based financing from lenders other
than UBS.
 At April 30, 2010, there was insufficient observable ARS market information available to
determine the fair value of our ARS investments, including the Put Rights. Therefore,
management, assisted by Houlihan, Smith & Company, Inc., an independent consultant, determined
an estimated fair value. In determining the estimate, consideration was given to credit
quality, final stated maturities, estimates on the probability of the issue being called prior
to final maturity, impact due to extended periods of maximum auction rates and broker quotes.
Based on this analysis, we recorded a temporary impairment of $1,140 ($707 net of tax
in other comprehensive income which is in the equity section of the balance sheet) related to
our long-term ARS investments of $14,150 (par value) that were not part of the UBS settlement
as of April 30, 2010. These same assumptions were used to estimate the fair value of our UBS
ARS portfolio described above, including the Put Rights.
 The enforceability of the Put Rights results in a put option which has been recognized as a
separate freestanding instrument that is accounted for separately from the ARS investment. The
Company has elected to account for this put option at fair value and elected to treat this
portion of our ARS portfolio as
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trading securities. For the nine months ended April 30, 2010 we recorded a benefit to operations of $4,140 related to an increase in market value of our ARS,
offset by a corresponding charge to operations of $4,140 related to the Put Rights on the
$63,350 (par value) portion of our ARS portfolio to properly record our investment at par as we
may decide not to hold these ARS until final maturity with the opportunity provided by the Put
Rights.
 We have no reason to believe that any of the underlying issuers of our ARS are presently at
risk of default. Through April 30, 2010, we have continued to receive interest payments on the
ARS in accordance with their terms. We believe we will be able to liquidate our investments
without significant loss primarily due to the government guarantee of the underlying
securities; however, it could take until the final maturity of the underlying notes (up to 30
years) to realize our investments par value. Based on the terms of the UBS Call Right, which
is exercisable at any time after June 30, 2010, effective June 30, 2009, the ARS held by UBS
were classified as short-term.
 The remaining ARS held by another institution remain classified as long-term at April 30, 2010.
Although there is uncertainty with regard to the short-term liquidity of these securities, the
Company continues to believe that the carrying amount represents the fair value of these
marketable securities because of the overall quality of the underlying investments and the
anticipated future market for such investments.
 In addition, the Company has the intent and ability to hold all of its ARS until the earlier of
when: the market for ARS stabilizes, the issuer refinances the underlying security, a buyer is
found outside of the auction process at acceptable terms, the underlying securities have
matured or the Company exercises its right to put the securities to UBS, one of the Companys
investment providers.
 8.
    
    Goodwill and Other Intangible Assets
 Goodwill and indefinite-lived intangible assets are reviewed for impairment by applying a
fair-value based test on an annual basis, or more frequently if circumstances indicate a
potential impairment. One of our subsidiaries included in the towables reportable segment has
experienced a decrease in its sales which has caused us to write down the carrying value of its
trademarks. Intangible assets are comprised of non-compete agreements and various other
intangibles acquired through acquisitions.
 The components of non-compete agreements and other intangible assets are as follows:
 April 30, 2010
    
    
    July 31, 2009Accumulated
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Cost
    
    
    AmortizationAmortized
Intangible
Assets:
    
    $
    8,221
    
    
    $
    2,304
    
    
    $
    2,888
    
    
    $
    2,271Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedApril 30, 2010
    
    
    April 30, 2009
    
    
    April 30, 2010
    
    
    April 30, 2009Amortization Expense
    
    $
    152
    
    
    $
    92
    
    
    $
    320
    
    
    $
    384
 Intangible assets are amortized on a straight line basis over the lives of the assets,
which range from 2-14 years.
The weighted average remaining amortization period at April 30, 2010 is 12.5 years.
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Estimated Amortization Expense:
 For the year ending July 2010
    
    $
    510For the year ending July 2011
    
    $
    689For the year ending July 2012
    
    $
    509For the year ending July 2013
    
    $
    452For the year ending July 2014 and thereafter
    
    $
    4,077
 Goodwill and indefinite-lived intangible assets are not subject to amortization.
 The change in carrying value in goodwill and trademarks from July 31, 2009 to April 30, 2010 is
as follows:
 Goodwill
    
    
    TrademarksBalance at July 31, 2009
    
    $
    148,411
    
    
    $
    13,336Impairment of trademark in towable reportable segment
    
    
    
    
    
    
    (500
    )Amounts resulting from SJC acquisition
    
    
    2,165
    
    
    
    2,100Balance at April 30, 2010
    
    $
    150,576
    
    
    $
    14,936
 As of April 30, 2010 and July 31, 2009, Goodwill and Trademarks by segment are as
follows:
 April 30, 2010
    
    
    July 31, 2009Goodwill
    
    
    Trademarks
    
    
    Goodwill
    
    
    TrademarksRecreation Vehicles:Towables
    
    $
    143,795
    
    
    $
    9,737
    
    
    $
    143,795
    
    
    $
    10,237Motorized
    
    
    
    
    
    
    2,036
    
    
    
    
    
    
    
    2,036Total Recreation Vehicles
    
    
    143,795
    
    
    
    11,773
    
    
    
    143,795
    
    
    
    12,273Bus
    
    
    6,781
    
    
    
    3,163
    
    
    
    4,616
    
    
    
    1,063Total
    
    $
    150,576
    
    
    $
    14,936
    
    
    $
    148,411
    
    
    $
    13,336
 9.
    
    Product Warranties
 Thor provides customers of our products with a warranty covering defects in material or
workmanship for primarily one year with longer warranties of up to two years on certain
structural components. We record a liability based on a consistent calculation reflecting 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.
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Three Months Ended
    
    
    Three Months Ended
    
    
    Nine Months Ended
    
    
    Nine Months EndedApril 30, 2010
    
    
    April 30, 2009
    
    
    April 30, 2010
    
    
    April 30, 2009Beginning Balance
    
    $
    43,123
    
    
    $
    49,798
    
    
    $
    41,717
    
    
    $
    61,743Provision
    
    
    17,602
    
    
    
    7,252
    
    
    
    42,239
    
    
    
    21,283Payments
    
    
    (12,091
    )
    
    
    (11,176
    )
    
    
    (35,322
    )
    
    
    (37,152
    )Ending Balance
    
    $
    48,634
    
    
    $
    45,874
    
    
    $
    48,634
    
    
    $
    45,874
 10.
    
    Contingent Liabilities and Commitments
 Our principal commercial commitments at April 30, 2010 are summarized in the following chart:
 Total
    
    Term ofCommitment
    
    Amount Committed
    
    CommitmentGuarantee on dealer financing
    
    $
    3,450
    
    
    VariousStandby repurchase obligation on dealer financing
    
    $
    593,579
    
    
    Up to eighteen months
 The Company records repurchase and guarantee reserves based on prior experience and known
current events. The combined repurchase and recourse reserve balances are approximately $7,206
and $6,349 as of April 30, 2010 and July 31, 2009, respectively.
 Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedApril 30, 2010
    
    
    April 30, 2009
    
    
    April 30, 2010
    
    
    April 30, 2009Cost of units repurchased
    
    $
    4,832
    
    
    $
    5,852
    
    
    $
    8,052
    
    
    $
    26,559Realization on units resold
    
    
    4,357
    
    
    
    5,078
    
    
    
    7,034
    
    
    
    21,644Losses due to repurchase
    
    $
    (475
    )
    
    $
    (774
    )
    
    $
    (1,018
    )
    
    $
    (4,915
    )
 Losses due to repurchase decreased in the three and nine months ended April 30, 2010 by
$299 and $3,897 respectively, due to overall improvements in the RV market.
 The Company obtains certain vehicle chassis from automobile manufacturers under converter pool
agreements. These agreements generally provide that the manufacturer will supply chassis at the
Companys various production facilities under the terms and conditions set forth in the
agreement. The manufacturer does not transfer the certificate of origin to the Company and,
accordingly, the Company accounts for the chassis as consigned, unrecorded inventory. Chassis
are typically converted and delivered to customers within 90 days of delivery to the Company.
If the chassis is not converted within 90 days of delivery to the Company, the Company
generally purchases the chassis and records the inventory. At April 30, 2010 and July 31, 2009,
chassis on hand accounted for as consigned, unrecorded inventory was approximately $24,132 and
$31,201 respectively.
 The Company has been named in approximately 565 complaints, some of which were originally
styled as putative class actions (with respect to which class certification was ultimately
denied) and some of which were filed by individual plaintiffs, filed against manufacturers of
travel trailers and manufactured homes supplied to the Federal Emergency Management Agency
(FEMA) for use as emergency living
accommodations in the wake of Hurricanes Katrina and Rita. The complaints have been transferred
to the Eastern District of Louisiana by the federal panel on multidistrict litigation for
consideration in a matter captioned In re FEMA Trailer Formaldehyde Products Liability
Litigation, Case Number MDL 07-1873, United States District Court for the Eastern District of
Louisiana. The complaints generally assert claims for
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damages (for health related problems,
medical expenses, emotional distress and lost earnings) and for medical monitoring costs due to
the presence of formaldehyde in the units. Some of the lawsuits also seek punitive and/or
exemplary damages. Thus far, however, none of the lawsuits allege a specific amount of damages
sought and instead make general allegations about the nature of the plaintiffs claims without
placing a dollar figure on them. The Company strongly disputes the allegations in these
complaints, and intends to vigorously defend itself in all such matters.
 In addition, we are involved in certain litigation arising out of our operations in the normal
course of our business, most of which are based upon state lemon laws, warranty claims, other
claims and accidents (for which we carry insurance above a specified deductible amount). In
this regard, the Company is a party to two companion lawsuits pending in Jefferson County,
Texas which were brought against it and its affiliates, each of which arises from a March 29,
2006 crash of a bus manufactured by a subsidiary of the Company. The cases were filed in the
172nd State District Court on January 30, 2008 and in the 60th State District Court on March
28, 2008. At the time of the crash, the bus was transporting a Beaumont, Texas high school
girls soccer team to a playoff game. Two girls died in the crash, as many as nine others were
seriously injured, and the remainder of the girls, their two coaches, and the bus driver
sustained less serious physical injuries. The plaintiffs in these two cases generally allege
negligence and product liability claims including that the bus was not crashworthy, that the
bus was unreasonably dangerous, and that the design and manufacture of the bus and its
component parts were defective. The plaintiffs seek unspecified damages for wrongful death,
past and future physical pain and suffering, past and future mental anguish, past and future
physical disfigurement, past and future physical impairment, past and future medical and health
care expenses, past and future loss of earning capacity, past and future loss of parental
companionship and society, as well as exemplary damages, costs of court, and pre-judgment
and post-judgment interest. Additionally, the Company has received requests for indemnification
and tenders of defense from the bus chassis supplier and the distributor of the bus. Although
written discovery has been exchanged in the matter and dozens of depositions have been taken of
the plaintiffs, the bus driver, and some of the plaintiffs experts, among others, a
significant amount of discovery remains.

At the mediation    of the cases on June 15, 2010, a tentative
complete settlement of both cases was reached, subject  to the
written approval of all the plaintiffs within 30 days.


The matter is set for trial October 4, 2010. The Company strongly disputes the
allegations in these complaints, and intends to vigorously defend itself in all such matters.
 Following our announcement on June 10, 2010 that the filing of our Quarterly Report on Form 10-Q
for the period ended April 30, 2010 would be delayed, a lawsuit was filed against us and our
officers, Peter B. Orthwein and Christian G. Farman, on June 25, 2010 in the United States District
Court for the Southern District of Ohio  Dayton Division. The lawsuit was filed by Teamsters
Allied Benefit Funds, individually and purportedly on behalf of a class of all those who purchased
or acquired the Companys common stock between November 30, 2009 and June 10, 2010. The complaint
alleges violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. In
particular, the lawsuit alleges that the Company made false and misleading statements in its SEC
filings and press releases regarding its financial condition, profitability, accounting practices
and internal controls. Specifically, plaintiff claims that the Company misled shareholders by
making loans to its dealers that masked the profitability of its various divisions and by
improperly accounting for repurchase reserves relating to agreements with lenders for its
dealers. It further contends that the Company failed to disclose that it lacked proper internal
controls to effectively account for such transactions. The plaintiff alleges that on June 10,
2010, the Company revealed the truth by disclosing that the annual and quarterly results for fiscal
2009 and part of fiscal 2010 may need to be restated due to reevaluation of the accounting related
to these transactions.  The Companys evaluation of these transactions
did not result in any changes to previously taken accounting
positions. The Company strongly disputes the allegations in these complaints,
and intends to vigorously defend itself in all such matters.




While it is impossible to estimate with certainty the ultimate legal and financial liability
with respect to the litigation arising out of our operations in the normal course of business,
including the litigation described above, we believe that while the final resolution of any
such litigation may have an impact on our consolidated results for a particular reporting
period, the ultimate disposition of such litigation will not have any material adverse effect
on our financial position, annual results of operation or liquidity.
 11.
    
    Provision for Income Taxes
 The Company accounts for income taxes under the provisions of ASC 740, Income Taxes. The
objectives of accounting for income taxes are to recognize the amount of taxes payable or
refundable for the current year and deferred tax liabilities and assets for the future tax
consequences of events that have been recognized in the Companys financial statements or tax
returns. Judgment is required in assessing the future tax consequences of events that have been
recognized in the Companys financial statements
or tax returns. Fluctuations in the actual outcome of these future tax consequences could
materially impact the Companys financial position or its results of operations.
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It is the Companys policy to recognize interest and penalties accrued relative to unrecognized
tax benefits in income tax expense. For the nine month period ended April 30, 2010, the Company
released approximately $1,800 of uncertain tax benefit reserve and related interest recorded at
July 31, 2009 related to the effective settlement of certain uncertain tax benefits and statute
of limitation expirations. The Company accrued $400 of uncertain tax benefits related to prior
periods and $1,200 in interest and penalties related to the remaining uncertain tax benefits
recorded at July 31, 2009. For the three month period ended April 30, 2010, the Company
released approximately $1,400 of uncertain tax benefit reserve and related interest recorded at
July 31, 2009 related to statute of limitation expirations, accrued $400 of uncertain tax
benefits related to prior periods, and accrued $400 in interest and penalties.
 The Company and its corporate subsidiaries file a consolidated U.S. federal income tax return,
multiple U.S. state income tax returns and multiple Canadian income tax returns. The Company
has been audited for U.S. federal purposes through fiscal 2007. Periodically, various state and
local jurisdictions conduct audits and therefore a variety of other years are subject to state
and local review.
 The Company anticipates a decrease of approximately $4,600 in unrecognized tax benefits and
$2,800 of accrued interest related to these unrecognized tax benefits within the next 12 months
from (1) expected settlements or payments of uncertain tax positions, and (2) lapses of the
applicable statutes of limitations. Actual results may differ materially from this estimate.
 12.
    
    Retained Earnings
 The components of changes in retained earnings are as follows:
 Balance as of July 31, 2009
    
    $
    677,548Net Income
    
    
    69,464Dividends Paid
    
    
    (38,806
    )Balance as of April 30, 2010
    
    $
    708,206
 13.
    
    Loan Transactions and Related Notes Receivable
 On January 15, 2009, the Company entered into a Credit Agreement (the First Credit Agreement)
with Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as
trustee under the Stephen Adams Living Trust (the Trust and together with each of the
foregoing persons, the Borrowers), pursuant to which the Company loaned $10,000 to the
Borrowers (the First Loan). The Borrowers own, directly or indirectly, a controlling interest
in FreedomRoads Holding Company, LLC (FreedomRoads Holding), the parent company of the
Companys largest dealer. Pursuant to the terms of the First Credit Agreement, the Borrowers
agreed to use the proceeds of the First Loan solely to make an equity contribution to
FreedomRoads Holding to enable FreedomRoads Holding or its subsidiaries to repay its principal
obligations under floor plan financing arrangements with third parties in respect of products
of the Company and its subsidiaries.
 The principal amount of the First Loan is payable in full on January 15, 2014 and bears
interest at a rate of 12% per annum. Interest is payable in kind for the first year and is
payable in cash on a monthly basis thereafter, and all interest payments due to date have been
paid in full.

On January 30, 2009, the Company entered into a Second Credit Agreement (the Second Credit
Agreement) with the Borrowers pursuant to which the Company loaned an additional $10,000 to
the Borrowers (the Second Loan). Pursuant to the terms of the Second Credit Agreement, the
Borrowers
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agreed to use the proceeds of the Second Loan solely to make an equity contribution
to FreedomRoads Holding to be used by FreedomRoads Holding or its subsidiaries to purchase the
Companys products.
 The maturity date of the Second Loan was originally January 29, 2010 but was extended as
discussed below. The principal amount of the Second Loan bears interest at a rate of 12% per
annum. Interest is payable in cash and the first six interest payments were due on April 30,
2009, July 31, 2009, October 30, 2009, December 31, 2009,  March 31, 2010 and June 30, 2010 and have been paid
in full.
 The First Credit Agreement and Second Credit Agreement each contain customary representations
and warranties, affirmative and negative covenants, events of default and acceleration
provisions for loans of this type.
 On December 22, 2009, the Company entered into a Credit Agreement (the Third Credit
Agreement) with Marcus Lemonis, Stephen Adams, in his individual capacity, and Stephen Adams
and his successors, as trustee under the Trust (each of the foregoing persons, on a joint and
several basis, the Third Loan Borrowers), pursuant to which the Company loaned $10,000 to the
Third Loan Borrowers (the Third Loan). The Third Loan Borrowers own, directly or indirectly,
a controlling interest in FreedomRoads Holding, the indirect parent company of FreedomRoads,
LLC (FreedomRoads). Pursuant to the terms of the Third Credit Agreement, the Third Loan
Borrowers agreed to use the proceeds of the Third Loan solely to provide a loan to one of
FreedomRoads Holdings subsidiaries which would ultimately be contributed as equity to
FreedomRoads to be used for working capital purposes.
 The maturity date of the Third Loan is December 22, 2014 (the Maturity Date). The principal
amount of the Third Loan bears interest at a rate of 12% per annum. Interest is payable, at the
option of the Third Loan Borrowers, either in cash or in kind at each calendar quarter end
from March 31, 2010 through September 30, 2011. Interest is payable in cash quarterly in
arrears from December 31, 2011 through the Maturity Date. The principal amount of the Third
Loan is payable on the following dates in the following amounts: December 31, 2011  $500;
December 31, 2012  $1,000; December 31, 2013  $1,100; and December 22, 2014  $7,400. The
Third Credit Agreement also contains customary representations and warranties, affirmative and
negative covenants, events of default and acceleration provisions for a loan of this type. The
Third Loan Borrowers opted to pay the interest due at March 31, 2010 and June 30, 2010 in kind and it was
capitalized as part of the long-term note receivable.
 In connection with the Third Loan, the First Credit Agreement was amended to, among other
things, provide for a cross default with the Second Credit Agreement and the Third Credit
Agreement and to add certain additional events of default (the Amendment to the First Loan).
 Also in connection with the Third Loan, the Second Credit Agreement was amended to, among other
things, extend the maturity date of the Second Loan to June 30, 2012, provide for semi-annual
payments of principal in equal principal installments of $1,000 each, commencing on June 30,
2010, with a final payment of $6,000 on June 30, 2012, provide for a cross default with the
First Credit Agreement and the Third Credit Agreement and add certain additional events of
default (the Amendment to the Second Loan). Interest at 12% per annum will continue to be
payable in cash on a quarterly basis. The first semi-annual installment of principal was paid in full on June 30, 2010.
 Under the original terms of the First Credit Agreement and the Second Credit Agreement, the
obligations of the Borrowers had been guaranteed by FreedomRoads Holding and had been secured
by a first priority security interest in all of the direct and indirect legal, equitable and
beneficial ownership interests of the Borrowers in FreedomRoads Holding and the direct, legal
ownership interests of the Borrowers in any
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subsidiary of FreedomRoads Holding. In connection
with the Amendment to the First Loan and the Amendment to the Second Loan, the guaranty of the
initial loans made in connection therewith by FreedomRoads Holding and the pledge by Stephen
Adams and the Trust of their respective equity interests of FreedomRoads Holding were each
terminated.
 In connection with the First Loan, the Borrowers caused FreedomRoads Holding and its
subsidiaries (collectively, the FR Dealers), to enter into an agreement pursuant to which the
FR Dealers agreed to purchase additional recreation vehicles from the Company and its
subsidiaries. The term of this agreement, as subsequently amended in connection with the Second
Loan, was to continue until the repayment in full of the First Loan and the Second Loan
(including any refinancing or replacement thereof). In connection with the Third Loan, the FR
Dealers and the Company amended this agreement to provide that the term of this agreement now
continues until December 22, 2029 unless earlier terminated in accordance with its terms.
 For fiscal year 2009, FreedomRoads 47 dealership locations accounted for 15% of the Companys
consolidated recreation vehicle net sales and 11% of the Companys consolidated net sales. For
the nine months ended April 30, 2010, FreedomRoads accounted for 18% of the Companys
consolidated recreation vehicle net sales and 15% of its consolidated net sales.
 14.
    
    Thor CC, Inc.In March 1994, the Company and a financial services company formed a
joint venture, Thor Credit Corporation, to finance the sale of
recreation vehicles to consumer buyers. This joint venture was
dissolved in September 2008 after the joint venture partner informed
us that it was no longer providing retail financing for recreation
vehicles. The Company recovered its investment of $1,578 upon
dissolution.In November 2008, the Company announced that it would again be
providing retail financing for recreation vehicle customers of Thor
dealers through the Companys wholly-owned subsidiary, Thor CC, Inc.
(Thor CC). The business, which is led by employees of the former
joint venture, finances new Thor and used recreation vehicle products
sold by our dealers.On April 5, 2010 Thor selected GMAC Financial Services GMAC as the
preferred retail finance provider for its retail customers. Thor CC
continued to offer retail financing to Thor dealers until GMAC
launched its program in May 2010, but has since ceased new loan
activity. GMAC is accepting retail financing applications from Thor
dealers for both new and used recreation vehicles, and plans to expand
nationwide to all Thor dealers by the end of this calendar year.The Company is in the process of closing Thor CC and has recognized
$610 of corporate costs in connection therewith as of April 30, 2010.
 15.
    
    Liquidation of Insurance Subsidiary
 The Company does not intend to insure any future risks through its insurance subsidiary because
of the uncertainty of the timing of the deductibility of the insurance premium. Further, the
Company does not believe that the future benefits of the insurance subsidiary, including the
risk shifting and risk distribution
 17




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among the Companys operating subsidiaries, are in excess
of the administrative cost of maintenance. Effective May 31, 2010, the insurance subsidiary was
fully liquidated and dissolved and the Company did not incur any losses related to the
liquidation.
 16.
    
    Concentration of Risk
 FreedomRoads, one of our dealers, accounted for 18% of the Companys recreation vehicle net
sales and 15% of its consolidated net sales for the nine months ended April 30, 2010. The loss
of this dealer could have a significant effect on the Companys recreation vehicle business.
 17.
    
    Fire at Bus Production Facility
 On February 14, 2010, a fire occurred at the northern production facility (the Facility) at
the Companys manufacturing site located near Imlay City, Michigan. The Facility is one of the
Companys principal manufacturing locations for its Champion and General Coach America bus
lines. The fire resulted in the destruction of a significant portion of the work in process,
raw materials and equipment contained in the Facility. There were no reported injuries and the
origin of the fire is undetermined. The southern production plant, paint facility and other
buildings at the site were not affected by the fire and remain intact. During the third
quarter, the Company resumed limited production activities for its Champion and General Coach
America buses in the southern manufacturing facility. In addition, the Company has addressed
equipment and staffing reallocation. Many employees continue to work out of the southern
manufacturing facility and an office building on this site on a temporary basis.
 The Company maintains a property and business interruption insurance policy that it believes
will provide substantial coverage for the currently foreseeable losses arising from this
incident, less up to the first $5,000 representing the Companys deductible per the policy.
 The Company received $9,657 of insurance proceeds as of April 30, 2010. Of these proceeds,
$7,340 represents recognized insurance recoveries, net of the deductible, and $2,317 represents
advances recorded as deferred revenue in other liabilities. Through April 30, 2010, the cost
incurred and insurance recoveries recognized, including $2,824 for business interruption ($708
net of applied deductible), are reflected in our condensed consolidated statements of
operations as follows:
 Gain on Involuntary Conversion:
 Insurance recoveries recognized
    
    $
    12,340Deductible
    
    
    (5,000
    )WIP and raw material destroyed
    
    
    (4,092
    )Property and equipment destroyed
    
    
    (598
    )Clean up and other costs
    
    
    (367
    )Gain on Involuntary Conversion
    
    $
    2,283
 The cost incurred to date of reconstructing the Facility and replacing inventory has been
accounted for in the normal course of business. The Facility is not expected to be completed
and fully operational until September 2010. The Company expects that a.) the replacement cost
of the property and equipment will substantially exceed the current carrying costs, and b.)
lost profits covered under business interruption and future clean-up and related costs will be
reimbursed under the policy, however, an accurate estimate of the remaining potential gain
resulting from the involuntary conversion cannot be made at this time.
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18.
    
    Acquisition
 On March 1, 2010, the Company acquired 100% of SJC Industries Corp. (SJC), a privately-held
manufacturer of ambulances based in Elkhart, Indiana, for $19,756 in cash. The Company believes
that SJC is currently the second largest manufacturer of ambulances in the United States. Its
brands include McCoy Miller, Marque and Premiere, each of which is sold through a nationwide
network of dealers. The Company believes that the ambulance business is a natural fit with
Thors bus business and has included the operations of SJC in its Buses reportable segment.
Under Thors ownership, SJC will continue as an independent operation, in the same manner as
Thors recreation vehicle and bus companies. The operations of SJC are included in the
Companys operating results from the date of its acquisition. Through April 30, 2010, SJC
recorded net sales of $5,984 and acquisition costs were not material.
 Based on internal and independent external valuations the Company preliminarily allocated the
purchase price to the net identifiable assets of SJC as follows:
 Net working capital
    
    $
    7,412Property, plant and equipment
    
    
    2,459Dealer Network
    
    
    5,230Goodwill
    
    
    2,165Trademarks
    
    
    2,100Technology
    
    
    270Non-compete
    
    
    120$
    19,756
 Amortized intangible assets have a weighted average useful life of 13.4 years. The dealer
network will be amortized on a straight line basis over 14 years, and the technology assets and
non-compete agreements, will both be amortized on a straight line basis over 5 years. Goodwill
and trademarks are not subject to amortization. The entire goodwill balance is tax deductible.
  On April 30, 2010, the Company sold its Citair travel trailer and park model business to a
former member of Citairs management. Citair did business in Canada under the names General
Coach, Hensall and General Coach, Oliver. The Company recorded a $323 pre-tax loss on the sale.
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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.
 Unless otherwise indicated, all amounts presented in thousands except unit, share and per share
data.
 Executive Overview
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Trends and Business Outlook
    21




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Three Months Ended April 30, 2010 vs. Three Months Ended April 30, 2009
 Three Months
    
    
    
    
    
    
    Three MonthsEnded
    
    
    
    
    
    
    Ended
    
    
    
    
    
    
    Change
    
    
    %April 30, 2010
    
    
    
    
    
    
    April 30, 2009
    
    
    
    
    
    
    Amount
    
    
    ChangeNET SALES:Recreation VehiclesTowables
    
    $
    468,002
    
    
    
    
    
    
    $
    264,317
    
    
    
    
    
    
    $
    203,685
    
    
    
    77.1Motorized
    
    
    91,164
    
    
    
    
    
    
    
    47,724
    
    
    
    
    
    
    
    43,440
    
    
    
    91.0Total Recreation Vehicles
    
    
    559,166
    
    
    
    
    
    
    
    312,041
    
    
    
    
    
    
    
    247,125
    
    
    
    79.2Buses
    
    
    121,026
    
    
    
    
    
    
    
    103,431
    
    
    
    
    
    
    
    17,595
    
    
    
    17.0Total
    
    $
    680,192
    
    
    
    
    
    
    $
    415,472
    
    
    
    
    
    
    $
    264,720
    
    
    
    63.7# OF UNITS:Recreation VehiclesTowables
    
    
    20,978
    
    
    
    
    
    
    
    12,086
    
    
    
    
    
    
    
    8,892
    
    
    
    73.6Motorized
    
    
    1,278
    
    
    
    
    
    
    
    671
    
    
    
    
    
    
    
    607
    
    
    
    90.5Total Recreation Vehicles
    
    
    22,256
    
    
    
    
    
    
    
    12,757
    
    
    
    
    
    
    
    9,499
    
    
    
    74.5Buses
    
    
    1,596
    
    
    
    
    
    
    
    1,551
    
    
    
    
    
    
    
    45
    
    
    
    2.9Total
    
    
    23,852
    
    
    
    
    
    
    
    14,308
    
    
    
    
    
    
    
    9,544
    
    
    
    66.7% of Segment
    



    % of SegmentNet Sales
    
    

    
    


    
    

    Net SalesGROSS PROFIT:Recreation VehiclesTowables
    
    $
    71,443
    
    
    
    15.3
    
    
    $
    34,062
    
    
    
    12.9
    
    
    $
    37,381
    
    
    
    109.7Motorized
    
    
    8,133
    
    
    
    8.9
    
    
    
    1,910
    
    
    
    4.0
    
    
    
    6,223
    
    
    
    325.8Total Recreation Vehicles
    
    
    79,576
    
    
    
    14.2
    
    
    
    35,972
    
    
    
    11.5
    
    
    
    43,604
    
    
    
    121.2Buses
    
    
    12,923
    
    
    
    10.7
    
    
    
    10,475
    
    
    
    10.1
    
    
    
    2,448
    
    
    
    23.4Total
    
    $
    92,499
    
    
    
    13.6
    
    
    $
    46,447
    
    
    
    11.2
    
    
    $
    46,052
    
    
    
    99.1SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:Recreation VehiclesTowables
    
    $
    25,524
    
    
    
    5.5
    
    
    $
    15,729
    
    
    
    6.0
    
    
    $
    9,795
    
    
    
    62.3Motorized
    
    
    4,476
    
    
    
    4.9
    
    
    
    3,717
    
    
    
    7.8
    
    
    
    759
    
    
    
    20.4Total Recreation Vehicles
    
    
    30,000
    
    
    
    5.4
    
    
    
    19,446
    
    
    
    6.2
    
    
    
    10,554
    
    
    
    54.3Buses
    
    
    5,954
    
    
    
    4.9
    
    
    
    9,244
    
    
    
    8.9
    
    
    
    (3,290
    )
    
    
    (35.6
    )Corporate
    
    
    6,870
    
    
    
    
    
    
    
    5,189
    
    
    
    
    
    
    
    1,681
    
    
    
    32.4Total
    
    $
    42,824
    
    
    
    6.3
    
    
    $
    33,879
    
    
    
    8.2
    
    
    $
    8,945
    
    
    
    26.4INCOME (LOSS) BEFORE INCOME TAXES:Recreation VehiclesTowables
    
    $
    45,114
    
    
    
    9.6
    
    
    $
    18,374
    
    
    
    7.0
    
    
    $
    26,740
    
    
    
    145.5Motorized
    
    
    3,640
    
    
    
    4.0
    
    
    
    (11,514
    )
    
    
    (24.1
    )
    
    
    15,154
    
    
    
    131.6Total Recreation Vehicles
    
    
    48,754
    
    
    
    8.7
    
    
    
    6,860
    
    
    
    2.2
    
    
    
    41,894
    
    
    
    610.7Buses
    
    
    9,142
    
    
    
    7.6
    
    
    
    1,243
    
    
    
    1.2
    
    
    
    7,899
    
    
    
    635.5Corporate
    
    
    (5,691
    )
    
    
    
    
    
    
    (3,531
    )
    
    
    
    
    
    
    (2,160
    )
    
    
    (61.2
    )Total
    
    $
    52,205
    
    
    
    7.7
    
    
    $
    4,572
    
    
    
    1.1
    
    
    $
    47,633
    
    
    
    1,041.8
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As of
    
    
    As of
    
    
    ChangeApril 30, 2010
    
    
    April 30, 2009
    
    
    Amount
    
    
    %ORDER BACKLOG:Recreation VehiclesTowables
    
    $
    370,779
    
    
    $
    180,075
    
    
    $
    190,704
    
    
    
    105.9Motorized
    
    
    76,692
    
    
    
    33,287
    
    
    
    43,405
    
    
    
    130.4Total Recreation Vehicles
    
    
    447,471
    
    
    
    213,362
    
    
    
    234,109
    
    
    
    109.7Buses
    
    
    219,317
    
    
    
    228,084
    
    
    
    (8,767
    )
    
    
    (3.8
    )Total
    
    $
    666,788
    
    
    $
    441,446
    
    
    $
    225,342
    
    
    
    51.0
 CONSOLIDATED
     24




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Segment Reporting
 TOWABLE RECREATION VEHICLES
  Three Months
    
    
    % of
    
    
    Three Months
    
    
    % ofEnded
    
    
    Segment
    
    
    Ended
    
    
    Segment
    
    
    Change
    
    
    %April 30, 2010
    
    
    Net Sales
    
    
    April 30, 2009
    
    
    Net Sales
    
    
    Amount
    
    
    ChangeNET SALES:TowablesTravel Trailers
    
    $
    244,359
    
    
    
    52.2
    
    
    $
    132,610
    
    
    
    50.2
    
    
    $
    111,749
    
    
    
    84.3Fifth Wheels
    
    
    212,301
    
    
    
    45.4
    
    
    
    120,958
    
    
    
    45.8
    
    
    
    91,343
    
    
    
    75.5Other
    
    
    11,342
    
    
    
    2.4
    
    
    
    10,749
    
    
    
    4.0
    
    
    
    593
    
    
    
    5.5Total Towables
    
    $
    468,002
    
    
    
    100.0
    
    
    $
    264,317
    
    
    
    100.0
    
    
    $
    203,685
    
    
    
    77.1
 Three Months
    
    
    % of
    
    
    Three Months
    
    
    % ofEnded
    
    
    Segment
    
    
    Ended
    
    
    Segment
    
    
    Change
    
    
    %April 30, 2010
    
    
    Shipments
    
    
    April 30, 2009
    
    
    Shipments
    
    
    Amount
    
    
    Change# OF UNITS:TowablesTravel Trailers
    
    
    13,810
    
    
    
    65.8
    
    
    
    7,771
    
    
    
    64.3
    
    
    
    6,039
    
    
    
    77.7Fifth Wheels
    
    
    6,805
    
    
    
    32.5
    
    
    
    3,955
    
    
    
    32.7
    
    
    
    2,850
    
    
    
    72.1Other
    
    
    363
    
    
    
    1.7
    
    
    
    360
    
    
    
    3.0
    
    
    
    3
    
    
    
    .8Total Towables
    
    
    20,978
    
    
    
    100.0
    
    
    
    12,086
    
    
    
    100.0
    
    
    
    8,892
    
    
    
    73.6
 Impact Of Change In Price On Net Sales:
 %IncreaseTowablesTravel Trailer
    
    
    6.6
    %Fifth Wheel
    
    
    3.4
    %Other
    
    
    4.7
    %Total Towables
    
    
    3.5
    %
  25




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MOTORIZED RECREATION VEHICLES
  Three Months
    
    
    % of
    
    
    Three Months
    
    
    % ofEnded
    
    
    Segment
    
    
    Ended
    
    
    Segment
    
    
    Change
    
    
    %April 30, 2010
    
    
    Net Sales
    
    
    April 30, 2009
    
    
    Net Sales
    
    
    Amount
    
    
    ChangeNET SALES:MotorizedClass A
    
    $
    48,925
    
    
    
    53.7
    
    
    $
    20,376
    
    
    
    42.7
    
    
    $
    28,549
    
    
    
    140.1Class C
    
    
    38,368
    
    
    
    42.1
    
    
    
    25,516
    
    
    
    53.5
    
    
    
    12,852
    
    
    
    50.4Class B
    
    
    3,871
    
    
    
    4.2
    
    
    
    1,832
    
    
    
    3.8
    
    
    
    2,039
    
    
    
    111.3Total Motorized
    
    $
    91,164
    
    
    
    100.0
    
    
    $
    47,724
    
    
    
    100.0
    
    
    $
    43,440
    
    
    
    91.0
 Three Months
    
    
    % of
    
    
    Three Months
    
    
    % ofEnded
    
    
    Segment
    
    
    Ended
    
    
    Segment
    
    
    Change
    
    
    %April 30, 2010
    
    
    Shipments
    
    
    April 30, 2009
    
    
    Shipments
    
    
    Amount
    
    
    Change# OF UNITS:MotorizedClass A
    
    
    499
    
    
    
    39.0
    
    
    
    200
    
    
    
    29.8
    
    
    
    299
    
    
    
    149.5Class C
    
    
    731
    
    
    
    57.2
    
    
    
    445
    
    
    
    66.3
    
    
    
    286
    
    
    
    64.3Class B
    
    
    48
    
    
    
    3.8
    
    
    
    26
    
    
    
    3.9
    
    
    
    22
    
    
    
    84.6Total Motorized
    
    
    1,278
    
    
    
    100.0
    
    
    
    671
    
    
    
    100.0
    
    
    
    607
    
    
    
    90.5
 Impact of Change In Price On Net Sales:
 %Increase/(Decrease)MotorizedClass A
    
    
    (9.4)%Class C
    
    
    (13.9)%Class B
    
    
    26.7%Total Motorized
    
    
    .5%
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BUSES
  Three Months
    
    
    Three MonthsEnded
    
    
    EndedApril 30, 2010
    
    
    April 30, 2009
    
    
    Change
    
    
    % ChangeNet Sales
    
    $
    121,026
    
    
    $
    103,431
    
    
    $
    17,595
    
    
    
    17.0# of Units
    
    
    1,596
    
    
    
    1,551
    
    
    
    45
    
    
    
    2.9Impact of Change in Price on Net Sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14.1
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Nine months ended April 30, 2010 vs. Nine months ended April 30, 2009
 Nine Months Ended
    
    
    
    
    
    
    Nine Months Ended
    
    
    
    
    
    
    Change
    
    
    %April 30, 2010
    
    
    
    
    
    
    April 30, 2009
    
    
    
    
    
    
    Amount
    
    
    ChangeNET SALES:Recreation VehiclesTowables
    
    $
    1,090,842
    
    
    
    
    
    
    $
    664,517
    
    
    
    
    
    
    $
    426,325
    
    
    
    64.2Motorized
    
    
    194,049
    
    
    
    
    
    
    
    112,499
    
    
    
    
    
    
    
    81,550
    
    
    
    72.5Total Recreation Vehicles
    
    
    1,284,891
    
    
    
    
    
    
    
    777,016
    
    
    
    
    
    
    
    507,875
    
    
    
    65.4Buses
    
    
    327,878
    
    
    
    
    
    
    
    303,956
    
    
    
    
    
    
    
    23,922
    
    
    
    7.9Total
    
    $
    1,612,769
    
    
    
    
    
    
    $
    1,080,972
    
    
    
    
    
    
    $
    531,797
    
    
    
    49.2# OF UNITS:Recreation VehiclesTowables
    
    
    49,063
    
    
    
    
    
    
    
    29,732
    
    
    
    
    
    
    
    19,331
    
    
    
    65.0Motorized
    
    
    2,569
    
    
    
    
    
    
    
    1,419
    
    
    
    
    
    
    
    1,150
    
    
    
    81.0Total Recreation Vehicles
    
    
    51,632
    
    
    
    
    
    
    
    31,151
    
    
    
    
    
    
    
    20,481
    
    
    
    65.7Buses
    
    
    4,589
    
    
    
    
    
    
    
    4,648
    
    
    
    
    
    
    
    (59
    )
    
    
    (1.3
    )Total
    
    
    56,221
    
    
    
    
    
    
    
    35,799
    
    
    
    
    
    
    
    20,422
    
    
    
    57.0% of Segment
    
    
    % of SegmentNet Sales
    

    
    
    
    
    Net SalesGROSS PROFIT:Recreation VehiclesTowables
    
    $
    159,178
    
    
    
    14.6
    
    
    $
    68,799
    
    
    
    10.4
    
    
    $
    90,379
    
    
    
    131.4Motorized
    
    
    16,272
    
    
    
    8.4
    
    
    
    (2,501
    )
    
    
    (2.2
    )
    
    
    18,773
    
    
    
    750.6Total Recreation Vehicles
    
    
    175,450
    
    
    
    13.7
    
    
    
    66,298
    
    
    
    8.5
    
    
    
    109,152
    
    
    
    164.6Buses
    
    
    36,816
    
    
    
    11.2
    
    
    
    28,369
    
    
    
    9.3
    
    
    
    8,447
    
    
    
    29.8Total
    
    $
    212,266
    
    
    
    13.2
    
    
    $
    94,667
    
    
    
    8.8
    
    
    $
    117,599
    
    
    
    124.2SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:Recreation VehiclesTowables
    
    $
    64,423
    
    
    
    5.9
    
    
    $
    47,880
    
    
    
    7.2
    
    
    $
    16,543
    
    
    
    34.6Motorized
    
    
    11,172
    
    
    
    5.8
    
    
    
    15,603
    
    
    
    13.9
    
    
    
    (4,431
    )
    
    
    (28.4
    )Total Recreation Vehicles
    
    
    75,595
    
    
    
    5.9
    
    
    
    63,483
    
    
    
    8.2
    
    
    
    12,112
    
    
    
    19.1Buses
    
    
    15,095
    
    
    
    4.6
    
    
    
    17,906
    
    
    
    5.9
    
    
    
    (2,811
    )
    
    
    (15.7
    )Corporate
    
    
    17,988
    
    
    
    
    
    
    
    16,863
    
    
    
    
    
    
    
    1,125
    
    
    
    6.7Total
    
    $
    108,678
    
    
    
    6.7
    
    
    $
    98,252
    
    
    
    9.1
    
    
    $
    10,426
    
    
    
    10.6INCOME (LOSS) BEFORE INCOME TAXES:Recreation VehiclesTowables
    
    $
    93,397
    
    
    
    8.6
    
    
    $
    21,197
    
    
    
    3.2
    
    
    $
    72,200
    
    
    
    340.6Motorized
    
    
    5,056
    
    
    
    2.6
    
    
    
    (28,405
    )
    
    
    (25.2
    )
    
    
    33,461
    
    
    
    117.8Total Recreation Vehicles
    
    
    98,453
    
    
    
    7.7
    
    
    
    (7,208
    )
    
    
    (0.9
    )
    
    
    105,661
    
    
    
    1,465.9Buses
    
    
    23,755
    
    
    
    7.2
    
    
    
    10,263
    
    
    
    3.4
    
    
    
    13,492
    
    
    
    131.5Corporate
    
    
    (13,497
    )
    
    
    
    
    
    
    (13,184
    )
    
    
    
    
    
    
    (313
    )
    
    
    (2.4
    )Total
    
    $
    108,711
    
    
    
    6.7
    
    
    $
    (10,129
    )
    
    
    (0.9
    )
    
    $
    118,840
    
    
    
    1,173.3
 30




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CONSOLIDATED
     31




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Segment Reporting
 TOWABLE RECREATION VEHICLES
  Nine Months
    
    % of
    
    Nine Months
    
    % ofEnded
    
    Segment
    
    Ended
    
    Segment
    
    Change
    
    %April 30, 2010
    
    Net Sales
    
    April 30, 2009
    
    Net Sales
    
    Amount
    
    ChangeNET SALES:TowablesTravel Trailers
    
    $
    560,216
    
    
    
    51.3
    
    
    $
    323,844
    
    
    
    48.7
    
    
    $
    236,372
    
    
    
    73.0Fifth Wheels
    
    
    507,105
    
    
    
    46.5
    
    
    
    311,043
    
    
    
    46.8
    
    
    
    196,062
    
    
    
    63.0Other
    
    
    23,521
    
    
    
    2.2
    
    
    
    29,630
    
    
    
    4.5
    
    
    
    (6,109
    )
    
    
    (20.6
    )Total Towables
    
    $
    1,090,842
    
    
    
    100.0
    
    
    $
    664,517
    
    
    
    100.0
    
    
    $
    426,325
    
    
    
    64.2
 Nine Months
    
    % of
    
    Nine Months
    
    % ofEnded
    
    Segment
    
    Ended
    
    Segment
    
    Change
    
    %April 30, 2010
    
    Shipments
    
    April 30, 2009
    
    Shipments
    
    Amount
    
    Change# OF UNITS:TowablesTravel Trailers
    
    
    31,989
    
    
    
    65.2
    
    
    
    18,709
    
    
    
    62.9
    
    
    
    13,280
    
    
    
    71.0Fifth Wheels
    
    
    16,349
    
    
    
    33.3
    
    
    
    10,062
    
    
    
    33.9
    
    
    
    6,287
    
    
    
    62.5Other
    
    
    725
    
    
    
    1.5
    
    
    
    961
    
    
    
    3.2
    
    
    
    (236
    )
    
    
    (24.6
    )Total Towables
    
    
    49,063
    
    
    
    100.0
    
    
    
    29,732
    
    
    
    100.0
    
    
    
    19,331
    
    
    
    65.0
 Impact Of Change In Price On Net Sales:
 %Increase /(Decrease)TowablesTravel Trailer
    
    
    2.0
    %Fifth Wheel
    
    
    .5
    %Other
    
    
    4.0
    %Total Towables
    
    
    (.8
    )%
   32




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MOTORIZED RECREATION VEHICLES
  Nine Months
    
    % of
    
    Nine Months
    
    % ofEnded
    
    Segment
    
    Ended
    
    Segment
    
    Change
    
    %April 30, 2010
    
    Net Sales
    
    April 30, 2009
    
    Net Sales
    
    Amount
    
    ChangeNET SALES:MotorizedClass A
    
    $
    115,163
    
    
    
    59.3
    
    
    $
    63,526
    
    
    
    56.5
    
    
    $
    51,637
    
    
    
    81.3Class C
    
    
    67,467
    
    
    
    34.8
    
    
    
    42,323
    
    
    
    37.6
    
    
    
    25,144
    
    
    
    59.4Class B
    
    
    11,419
    
    
    
    5.9
    
    
    
    6,650
    
    
    
    5.9
    
    
    
    4,769
    
    
    
    71.7Total Motorized
    
    $
    194,049
    
    
    
    100.0
    
    
    $
    112,499
    
    
    
    100.0
    
    
    $
    81,550
    
    
    
    72.5
 Nine Months
    
    % of
    
    Nine Months
    
    % ofEnded
    
    Segment
    
    Ended
    
    Segment
    
    Change
    
    %April 30, 2010
    
    Shipments
    
    April 30, 2009
    
    Shipments
    
    Amount
    
    Change# OF UNITS:MotorizedClass A
    
    
    1,184
    
    
    
    46.1
    
    
    
    627
    
    
    
    44.2
    
    
    
    557
    
    
    
    88.8Class C
    
    
    1,239
    
    
    
    48.2
    
    
    
    707
    
    
    
    49.8
    
    
    
    532
    
    
    
    75.2Class B
    
    
    146
    
    
    
    5.7
    
    
    
    85
    
    
    
    6.0
    
    
    
    61
    
    
    
    71.8Total Motorized
    
    
    2,569
    
    
    
    100.0
    
    
    
    1,419
    
    
    
    100.0
    
    
    
    1,150
    
    
    
    81.0
 Impact of Change In Price On Net Sales:
 %Increase/(Decrease)MotorizedClass A
    
    
    (7.5
    )%Class C
    
    
    (15.8
    )%Class B
    
    
    (.1
    )%Total Motorized
    
    
    (8.5
    )%
   34




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BUSES
  Nine Months
    
    Nine MonthsEnded
    
    Ended
    
    
    
    
    
    %April 30, 2010
    
    April 30, 2009
    
    Change
    
    ChangeNet Sales
    
    $
    327,878
    
    
    $
    303,956
    
    
    $
    23,922
    
    
    
    7.9# of Units
    
    
    4,589
    
    
    
    4,648
    
    
    
    (59
    )
    
    
    (1.3
    )Impact of Change in Price on Net Sales
    
    
    
    
    
    
    
    
    
    
    9.2
   35




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Financial Condition and Liquidity
     36




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Operating Activities
  Investing Activities
  Financing Activities
  Critical Accounting Principles
  37




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Impairment of Goodwill, Trademarks and Long-Lived Assets
  Insurance Reserves
  Product Warranties
  38




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Income Taxes
 Income Taxes
   Revenue Recognition
  1)
    
    An order for a product has been received from a dealer;
 39




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2)
    
    Written or oral approval for payment has been received from the dealers flooring
institution;3)
    
    A common carrier signs the delivery ticket accepting responsibility for the product as
agent for the dealer; and4)
    
    The product is removed from the Companys property for delivery to the dealer who
placed the order.
  Repurchase Commitments
  Investments
  Accounting Pronouncements
  40




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Forward Looking Statements
  
 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
  41




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42




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PART II  Other Information
 
 ITEM 1. LEGAL PROCEEDINGS
    43




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ITEM 1A. RISK FACTORS
   We will continue to be effectively controlled by one of our shareholders.
   Certain of our notes may have collectability risk.
  44




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We have been subject to an SEC review regarding the facts and circumstances giving rise to the
restatement of our previously issued financial statements and related matters.
  45




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ITEM 6. EXHIBITS
 Exhibit
    
    Description3.1
    
    First Amendment to By-laws of the Company (incorporated by reference to Exhibit
3(ii) of the Companys Current Report on Form 8-K dated March 16, 2010).10.1*
    
    Memorandum from Peter B. Orthwein regarding compensation for Ronald Fenech,
dated April 23, 2010.10.2*
    
    Stock Option Agreement between the Company and Ronald Fenech, dated April 28,
2010.10.3
    
    Stock Purchase Agreement by and among Christopher J. Graff, SJC Industries Corp.
and the Company, dated March 1, 2010 (incorporated by reference to Exhibit 10.1 of the
Companys Current Report on Form 8-K dated March 1, 2010).10.4
    
    Non-Competition Agreement by and between Christopher J. Graff and the Company,
dated March 1, 2010 (incorporated by reference to Exhibit 10.2 of the Companys Current
Report on Form 8-K dated March 1, 2010)31.1
    
    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.
 
 *
    
    Filed herewith. 46




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SIGNATURES
  THOR INDUSTRIES, INC.
        (Registrant)DATE: July 1, 2010
    /s/ Peter B. OrthweinPeter B. OrthweinChairman of the Board, President

and Chief Executive OfficerDATE: July 1, 2010
    /s/ Christian G. FarmanChristian G. FarmanSenior Vice President, Treasurer

and Chief Financial Officer 47