##### Table of Contents



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 1934
 for the quarterly period ended January 31, 2010.
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 for the transition period from
  to  .
 COMMISSION FILE NUMBER 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)
  þ o
  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 01/31/2010Common stock, par value
$  .10 per share
    
    51,460,924 shares




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TABLE OF CONTENTS  PART I  Unless otherwise indicated, all amounts presented in thousands except units, share and per share dataITEM 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 1. LEGAL PROCEEDINGSITEM 1A. RISK FACTORSITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSITEM 6. EXHIBITSSIGNATURESEX-31.1EX-31.2EX-32.1EX-32.2    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 CONDENSED CONSOLIDATED BALANCE SHEETS
 (UNAUDITED)January 31, 2010
    
    
    July 31, 2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    67,563
    
    
    $
    221,684Investments- short term
    
    
    76,300
    
    
    
    107,150Accounts receivable:Trade
    
    
    140,571
    
    
    
    111,793Other
    
    
    6,774
    
    
    
    3,823Inventories
    
    
    162,165
    
    
    
    105,278Prepaids and other
    
    
    8,074
    
    
    
    10,949Note receivable
    
    
    2,000
    
    
    
    10,000Deferred income taxes
    
    
    33,341
    
    
    
    33,341Total current assets
    
    
    496,788
    
    
    
    604,018Property:Land
    
    
    21,109
    
    
    
    20,310Buildings and improvements
    
    
    136,643
    
    
    
    134,161Machinery and equipment
    
    
    70,272
    
    
    
    69,566Total cost
    
    
    228,024
    
    
    
    224,037Accumulated depreciation
    
    
    86,218
    
    
    
    81,176Property, net
    
    
    141,806
    
    
    
    142,861Investment in joint ventures
    
    
    2,425
    
    
    
    2,257Other assets:Long term investments
    
    
    12,983
    
    
    
    13,428Goodwill
    
    
    148,411
    
    
    
    148,411Non-compete agreements
    
    
    449
    
    
    
    617Trademarks
    
    
    13,336
    
    
    
    13,336Long term
notes receivable
    
    
    29,259
    
    
    
    10,000Other
    
    
    17,455
    
    
    
    16,196Total other assets
    
    
    221,893
    
    
    
    201,988TOTAL ASSETS
    
    $
    862,912
    
    
    $
    951,124LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    95,367
    
    
    $
    78,120Accrued liabilities:Taxes
    
    
    5,085
    
    
    
    5,700Compensation and related items
    
    
    24,082
    
    
    
    22,548Product warranties
    
    
    43,123
    
    
    
    41,717Promotions and rebates
    
    
    8,489
    
    
    
    6,743Product/property liability and related
    
    
    14,014
    
    
    
    12,990Other
    
    
    18,704
    
    
    
    16,656Total current liabilities
    
    
    208,864
    
    
    
    184,474Long term
liabilities:Unrecognized tax benefits
    
    
    47,826
    
    
    
    46,355Other
    
    
    16,040
    
    
    
    15,262Total long term liabilities
    
    
    63,866
    
    
    
    61,617Stockholders equity:Common stock  authorized 250,000,000 shares:Issued 57,318,263 shares @ 1/31/10 and 7/31/09; par value of $.10 per share
    
    
    5,732
    
    
    
    5,732Additional paid-in capital
    
    
    94,778
    
    
    
    94,367Retained earnings
    
    
    677,697
    
    
    
    677,548Accumulated other comprehensive income
    
    
    1,079
    
    
    
    1,070Less treasury shares of 5,857,339 and 1,877,339 @ 1/31/10 & 7/31/09
    
    
    (189,104
    )
    
    
    (73,684
    )Total stockholders equity
    
    
    590,182
    
    
    
    705,033TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    862,912
    
    
    $
    951,124
  2




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THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONDENSED CONSOLIDATED OPERATIONS  FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2010 AND 2009 (UNAUDITED)
 Three Months Ended January 31,
    
    
    Six Months Ended January 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Net sales
    
    $
    430,025
    
    
    $
    226,683
    
    
    $
    932,577
    
    
    $
    665,500Cost of products sold
    
    
    380,029
    
    
    
    218,526
    
    
    
    812,810
    
    
    
    617,280Gross profit
    
    
    49,996
    
    
    
    8,157
    
    
    
    119,767
    
    
    
    48,220Selling, general and administrative expenses
    
    
    31,087
    
    
    
    30,107
    
    
    
    65,854
    
    
    
    64,373Amortization of intangibles
    
    
    77
    
    
    
    92
    
    
    
    168
    
    
    
    292Impairment of trademarks
    
    
    
    
    
    
    564
    
    
    
    
    
    
    
    564Gain on sale of property
    
    
    
    
    
    
    373
    
    
    
    
    
    
    
    373Interest income
    
    
    1,212
    
    
    
    1,484
    
    
    
    2,882
    
    
    
    3,501Interest expense
    
    
    111
    
    
    
    112
    
    
    
    210
    
    
    
    242Net impairment of auction rate securities
    
    
    
    
    
    
    1,853
    
    
    
    
    
    
    
    1,853Other income (expense)
    
    
    (680
    )
    
    
    (237
    )
    
    
    89
    
    
    
    529Income (loss) before income taxes
    
    
    19,253
    
    
    
    (22,951
    )
    
    
    56,506
    
    
    
    (14,701
    )Provision (benefit) for income taxes
    
    
    7,329
    
    
    
    (8,091
    )
    
    
    21,153
    
    
    
    (4,961
    )Net income (loss)
    
    $
    11,924
    
    
    $
    (14,860
    )
    
    $
    35,353
    
    
    $
    (9,740
    )Average common shares outstanding:Basic
    
    
    53,665,620
    
    
    
    55,435,315
    
    
    
    54,551,272
    
    
    
    55,421,946Diluted
    
    
    53,762,528
    
    
    
    55,435,315
    
    
    
    54,639,650
    
    
    
    55,421,946Earnings per common share:Basic
    
    $
    .22
    
    
    $
    (.27
    )
    
    $
    .65
    
    
    $
    (.18
    )Diluted
    
    $
    .22
    
    
    $
    (.27
    )
    
    $
    .65
    
    
    $
    (.18
    )Regular dividends declared and paid per common share:
    
    $
    .07
    
    
    $
    .07
    
    
    $
    .14
    
    
    $
    .14Special dividends declared and paid per common share:
    
    $
    
    
    
    $
    
    
    
    $
    .50
    
    
    $
    
  3




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THOR INDUSTRIES, INC. AND SUBSIDIARIES 
STATEMENTS OF CONDENSED CONSOLIDATED CASH FLOWS  FOR THE SIX MONTHS ENDED JANUARY 31, 2010 AND 2009 (UNAUDITED)
 2010
    
    
    2009Cash flows from operating activities:Net income
    
    $
    35,353
    
    
    $
    (9,740
    )Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation
    
    
    6,355
    
    
    
    6,680Amortization of intangibles
    
    
    168
    
    
    
    292Impairment of trademarks
    
    
    
    
    
    
    564Deferred income taxes
    
    
    (525
    )
    
    
    (Gain)/loss on disposition of assets
    
    
    200
    
    
    
    (340
    )Net impairment of auction rate securities
    
    
    
    
    
    
    1,853Stock based compensation
    
    
    411
    
    
    
    270Changes in non-cash assets and liabilities:Accounts receivable
    
    
    (31,729
    )
    
    
    91,713Note receivable
    
    
    
    
    
    
    (10,000
    )Inventories
    
    
    (56,887
    )
    
    
    (1,197
    )Prepaids and other
    
    
    726
    
    
    
    7,558Accounts payable
    
    
    16,983
    
    
    
    (26,951
    )Accrued liabilities
    
    
    7,144
    
    
    
    (43,653
    )Other liabilities
    
    
    2,207
    
    
    
    (6,954
    )Net cash provided by (used in) operating activities
    
    
    (19,594
    )
    
    
    10,095Cash flows from investing activities:Purchases of property, plant & equipment
    
    
    (6,773
    )
    
    
    (3,562
    )Proceeds from disposition of assets
    
    
    1,579
    
    
    
    2,753Proceeds from disposition of investments
    
    
    31,250
    
    
    
    10,000Notes receivable
    
    
    (10,000
    )
    
    
    (10,000
    )Proceeds on dissolution of joint venture
    
    
    
    
    
    
    1,578Net cash provided by investing activities
    
    
    16,056
    
    
    
    769Cash flows from financing activities:Cash dividends
    
    
    (35,204
    )
    
    
    (7,761
    )Proceeds from issuance of common stock
    
    
    
    
    
    
    27Purchase of treasury stock
    
    
    (115,420
    )
    
    
    Net cash used in financing activities
    
    
    (150,624
    )
    
    
    (7,734
    )Effect of exchange rate changes on cash
    
    
    41
    
    
    
    (1,651
    )Net increase (decrease) in cash and equivalents
    
    
    (154,121
    )
    
    
    1,479Cash and cash equivalents, beginning of period
    
    
    221,684
    
    
    
    189,620Cash and cash equivalents, end of period
    
    $
    67,563
    
    
    $
    191,099Supplemental cash flow information:Income taxes paid
    
    $
    25,477
    
    
    $
    18,270Interest paid
    
    $
    210
    
    
    $
    242Non cash transactions:Capital expenditures in accounts payable
    
    $
    264
    
    
    $
    148
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 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
six months ended January 31, 2010 are not necessarily indicative of the results for the full
year.
 Subsequent to the issuance of the Companys Form 10-Q on March 9, 2009 for the six month period
ended January 31, 2009, the Companys management determined that the statements of
condensed consolidated cash flows for the six months ended January 31, 2009 did not
properly reflect certain proceeds from the disposition of trading investments that were
purchased with the intent to be held as available-for-sale securities as cash flows from
investing activities. Rather, such proceeds were reflected as cash flows from operating
activities. This classification error resulted in an overstatement of cash flows provided
by operating activities of $5,550 and an equal understatement of cash flows provided by
investing activities. The statement of condensed consolidated cash flows for the six
months ended January 31, 2009 has been restated to reflect the proper classification.
 Accounting Pronouncements
 In 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.
    


    Major classifications of inventories are:
 January 31, 2010
    
    
    July 31, 2009Raw materials
    
    $
    75,599
    
    
    $
    55,956Chassis
    
    
    33,409
    
    
    
    28,613Work in process
    
    
    51,102
    
    
    
    38,159Finished goods
    
    
    26,339
    
    
    
    6,682Total
    
    
    186,449
    
    
    
    129,410Excess of FIFO costs over LIFO costs
    
    
    (24,284
    )
    
    
    (24,132
    )Total inventories
    
    $
    162,165
    
    
    $
    105,278
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3.
    

    Earnings Per Share
 Three Months
    
    
    Three Months
    
    
    Six Months

    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended

    
    
    EndedJanuary 31,
    
    
    January 31,
    
    
    January 31,
    
    
    January 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Weighted average shares
outstanding for basic earnings
per share
    
    
    53,665,620
    
    
    
    55,435,315
    
    
    
    54,551,272
    
    
    
    55,421,946Stock options and restricted stock
    
    
    96,908
    
    
    
    
    
    
    
    88,378
    
    
    
    Total  For diluted shares
    
    
    53,762,528
    
    
    
    55,435,315
    
    
    
    54,639,650
    
    
    
    55,421,946
 4.
    

    Comprehensive Income
 Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJanuary 31,
    
    
    January 31,
    
    
    January 31,
    
    
    January 31,2010
    
    
    2009
    
    
    2010
    
    
    2009Net Income (loss)
    
    $
    11,924
    
    
    $
    (14,860
    )
    
    $
    35,353
    
    
    $
    (9,740
    )Foreign currency
translation
adjustment, net of
tax
    
    
    122
    
    
    
    (102
    )
    
    
    41
    
    
    
    (1,651
    )Change in temporary
impairment of
investment, net of
tax
    
    
    (4
    )
    
    
    3,047
    
    
    
    (32
    )
    
    
    2,682Comprehensive income
    
    $
    12,042
    
    
    $
    (11,915
    )
    
    $
    35,362
    
    
    $
    (8,709
    )
 5.
    

    Segment Information
 The 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 and Goshen Coach.
 Three Months Ended
    
    
    Three Months Ended
    
    
    Six Months Ended
    
    
    Six Months EndedJanuary 31, 2010
    
    
    January 31, 2009
    
    
    January 31, 2010
    
    
    January 31, 2009Net Sales:Recreation vehicles:Towables
    
    $
    280,704
    
    
    $
    114,663
    
    
    $
    622,840
    
    
    $
    400,200Motorized
    
    
    55,092
    
    
    
    19,910
    
    
    
    102,885
    
    
    
    64,775Total recreation vehicles
    
    
    335,796
    
    
    
    134,573
    
    
    
    725,725
    
    
    
    464,975Buses
    
    
    94,229
    
    
    
    92,110
    
    
    
    206,852
    
    
    
    200,525Total
    
    $
    430,025
    
    
    $
    226,683
    
    
    $
    932,577
    
    
    $
    665,500
 6




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Three Months
    
    
    Three Months
    
    

    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJanuary 31, 2010
    
    
    January 31, 2009
    
    
    January 31, 2010
    
    
    January 31, 2009Income (Loss) Before Income Taxes:Recreation vehicles:Towables
    
    $
    16,743
    
    
    $
    (9,551
    )
    
    $
    48,283
    
    
    $
    2,823Motorized
    
    
    1,314
    
    
    
    (10,289
    )
    
    
    1,416
    
    
    
    (16,891
    )Total recreation vehicles
    
    
    18,057
    
    
    
    (19,840
    )
    
    
    49,699
    
    
    
    (14,068
    )Buses
    
    
    6,233
    
    
    
    3,723
    
    
    
    14,613
    
    
    
    9,020Corporate
    
    
    (5,037
    )
    
    
    (6,834
    )
    
    
    (7,806
    )
    
    
    (9,653
    )Total
    
    $
    19,253
    
    
    $
    (22,951
    )
    
    $
    56,506
    
    
    $
    (14,701
    )
 January 31, 2010
    
    
    July 31, 2009Identifiable Assets:Recreation vehicles:Towables
    
    $
    399,719
    
    
    $
    358,562Motorized
    
    
    90,601
    
    
    
    73,969Total recreation vehicles
    
    
    490,320
    
    
    
    432,531Buses
    
    
    127,101
    
    
    
    106,823Corporate
    
    
    245,491
    
    
    
    411,770Total
    
    $
    862,912
    
    
    $
    951,124
 6.
    

    Treasury Stock
 In 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 Measurements
 Accounting 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:
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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.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
January 31, 2010:
 SignificantQuoted MarketPrices in Active
    
    
    Other Observable
    
    
    SignificantMarkets
    
    
    Inputs
    
    
    Unobservable Inputs
    
    
    Fair Value at(Level 1)
    
    
    (Level 2)
    
    
    (Level 3)
    
    
    January 31, 2010Cash and cash equivalents
    
    $
    67,563
    
    
    $
    
    
    
    $
    
    
    
    $
    67,563Auction rate securities
(including Put Rights)
    
    
    
    
    
    
    
    
    
    
    89,283
    
    
    
    89,283Total
    
    $
    67,563
    
    
    $
    
    
    
    $
    89,283
    
    
    $
    156,846
 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
$6,739 at January 31, 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.
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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
    
    
    (45
    )Net loss included in earnings
    
    
    Purchases
    
    
    Sales/Maturities
    
    
    (31,250
    )Balances at January 31, 2010
    
    $
    89,283
 Auction Rate Securities
 At January 31, 2010, we held $14,150 (par value) of long-term investments and $76,300 (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 January 31, 2010, the
majority of the ARS we held were AAA-rated or equivalent, and none were below A-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 (approximately
$76,300 of our entire ARS portfolio of $90,450 at par) at any time during a two-year sale
period beginning June 30, 2010.
 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
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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 January 31, 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 $1,167 ($724 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
January 31, 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 trading securities. As such, for the six months ended January
31, 2010 we recorded a charge to operations of $3,187 related to the Put Rights provided by the
settlement and an other-than-temporary impairment benefit to operations of $3,187 on the
$76,300 (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 January 31, 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 January 31,
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: 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.
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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.
 The components of other intangible assets are as follows:
 January 31, 2010
    
    
    July 31, 2009Accumulated
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Cost
    
    
    AmortizationAmortized Intangible Assets:Non-compete agreements
    
    $
    2,888
    
    
    $
    2,439
    
    
    $
    2,888
    
    
    $
    2,271
 Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJanuary 31, 2010
    
    
    January 31, 2009
    
    
    January 31, 2010
    
    
    January 31, 2009Non-compete Agreements:Amortization Expense
    
    $
    77
    
    
    $
    92
    
    
    $
    168
    
    
    $
    292
 Non-compete agreements are amortized on a straight-line basis.
 Estimated Amortization Expense:For the year ending July 2010
    
    $
    322For the year ending July 2011
    
    $
    238For the year ending July 2012
    
    $
    57
 Goodwill and indefinite-lived intangible assets are not subject to amortization.
 There was no change in the carrying amount of goodwill and trademarks for the six month period
ended January 31, 2010.
 As of January 31, 2010 and July 31, 2009, Goodwill and Trademarks by segment are as follows:
 Goodwill
    
    
    TrademarksRecreation Vehicles:Towables
    
    $
    143,795
    
    
    $
    10,237Motorized
    
    
    
    
    
    
    2,036Total Recreation Vehicles
    
    
    143,795
    
    
    
    12,273Bus
    
    
    4,616
    
    
    
    1,063Total
    
    $
    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
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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 Ended
    
    
    Three Months Ended
    
    
    Six Months Ended
    
    
    Six Months EndedJanuary 31, 2010
    
    
    January 31, 2009
    
    
    January 31, 2010
    
    
    January 31, 2009Beginning Balance
    
    $
    42,510
    
    
    $
    58,823
    
    
    $
    41,717
    
    
    $
    61,743Provision
    
    
    11,846
    
    
    
    2,418
    
    
    
    24,637
    
    
    
    14,031Payments
    
    
    (11,233
    )
    
    
    (11,443
    )
    
    
    (23,231
    )
    
    
    (25,976
    )Ending Balance
    
    $
    43,123
    
    
    $
    49,798
    
    
    $
    43,123
    
    
    $
    49,798
 
 10.
    
    Contingent Liabilities and Commitments Our principal commercial commitments at January 31, 2010 are summarized in the following chart:
 Total
    
    Term ofCommitment
    
    Amount Committed
    
    CommitmentGuarantee on dealer financing
    
    $8,142
    
    VariousStandby repurchase obligation on dealer financing
    
    $513,661
    
    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 $7,109
and $6,349 as of January 31, 2010 and July 31, 2009, respectively.
 Three Months Ended
    
    
    Three Months Ended
    
    
    Six Months Ended
    
    
    Six Months EndedJanuary 31, 2010
    
    
    January 31, 2009
    
    
    January 31, 2010
    
    
    January 31, 2009Cost of units repurchased
    
    $
    1,843
    
    
    $
    10,526
    
    
    $
    3,220
    
    
    $
    20,707Realization on units resold
    
    
    1,636
    
    
    
    8,174
    
    
    
    2,677
    
    
    
    16,566Losses due to repurchase
    
    $
    207
    
    
    $
    2,352
    
    
    $
    543
    
    
    $
    4,141
 Losses due to repurchase decreased in the three and six months ended January 31, 2010 by $2,145
and $3,598, respectively, due to overall improvements in the 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
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90 days of delivery to the Company, the Company generally purchases the chassis and records the
inventory. At January 31, 2010 and July 31, 2009, chassis on hand accounted for as consigned,
unrecorded inventory was approximately $17,760 and $31,201 respectively.
 The Company has been named in approximately 325 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 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 and the bus driver, a significant amount of discovery remains. Mediation of the
matter is scheduled to occur by mid-June 2010, and 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.
 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, results of operation or liquidity.
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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.
 It is the Companys policy to recognize interest and penalties accrued relative to unrecognized
tax benefits in income tax expense. For the six month period ended January 31, 2010, the
Company released approximately $500 of uncertain tax benefit reserve recorded at July 31, 2009
related to effective settlement of certain uncertain tax benefits and accrued $800 in interest
and penalties related to the remaining uncertain tax benefits recorded at July 31, 2009. For
the three month period ended January 31, 2010, no material change relative to unrecognized tax
benefits was recorded and $400 in interest and penalties have been accrued.
 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, therefore, a variety of other years are subject to
state and local review.
 The Company anticipates a decrease of approximately $1,600 in unrecognized tax benefits and
$400 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
    
    
    35,353Dividends Paid
    
    
    (35,204
    )Balance as of January 31, 2010
    
    $
    677,697
 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
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repay its principal obligations under floorplan 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.
 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 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 four interest payments were due on April 30,
2009, July 31, 2009, October 30, 2009 and December 31, 2009 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.
 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
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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.
 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 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 in 26
U.S. states. For the six months ended January 31, 2010, FreedomRoads accounted for 21% of the
Companys recreation vehicle net sales and 16% 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. We recovered our 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.The retail financing provided by Thor CC is being funded by Thors
operating cash flow. We have allocated approximately $2,500 to fund
retail loans. The retail loans are then sold to banks with which Thor
CC has established relationships, and the proceeds of such sales are
then available to make new loans. The retail loans are made to prime
and super prime customers with high credit scores. The Company does
not anticipate the aggregate capital to be allocated to Thor CC will
exceed $10,000.Thor CC offers retail financing through Thor recreation vehicle
dealers in the following states: Alabama, California, Florida,
Georgia, Maryland, North Carolina, Oregon, Pennsylvania, South
Carolina, Tennessee,
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Texas, Virginia and Washington. We expect that Thor CC will expand its lending ability beyond
these states in the future.
 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 among the Companys operating subsidiaries, are in excess
of the administrative cost of maintenance. The Company is in the process of liquidating the
entity. The Company does not anticipate any significant losses related to the liquidation.
 16.


    Concentration of Risk
 FreedomRoads, one of our dealers, accounted for 21% of the Companys recreation vehicle net
sales and 16% of its consolidated net sales for the six months ended January 31, 2010. The loss
of this dealer could have a significant effect on the Companys recreation vehicle business.
 17.


    Subsequent Event  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 material and equipment contained in the Facility. There were no reported injuries and the
origin of the fire is unknown at this time.
 The Company is currently evaluating the extent of the damage resulting from the fire and the
amount of loss to the Company is unknown at this time. 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 expects to resume limited production activities for its
Champion and General Coach America buses in the southern manufacturing facility that is located
on the same site. In addition, the Company has taken steps to address equipment and staffing
reallocation. Many employees will continue to work out of the southern manufacturing facility
and an office building on this site on a temporary basis.
 The Company expects that a portion of the loss resulting from the fire will be covered by its
property and business interruption insurance. However, up to the first $5,000 of the loss will
be borne by the Company as a deductible per the policy.
 18.


    Subsequent Event  Acquisition
 On March 1, 2010, the Company acquired SJC Industries (SJC), a privately-held manufacturer of
ambulances based in Elkhart, Indiana, for approximately $20,000 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. Under Thors ownership, SJC will continue as an independent operation, in
the same manner as Thors recreation vehicle and bus companies.
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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
      19




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Three Months Ended January 31, 2010 vs. Three Months Ended January 31, 2009
 Three Months
    
    




    Three MonthsEnded
    
    




    Ended
    
    




    ChangeJanuary 31, 2010
    
    




    January 31, 2009
    
    




    Amount
    
    
    %NET SALES:Recreation VehiclesTowables
    
    $
    280,704
    
    




    $
    114,663
    
    




    $
    166,041
    
    
    
    144.8Motorized
    
    
    55,092
    
    




    
    19,910
    
    




    
    35,182
    
    
    
    176.7Total Recreation Vehicles
    
    
    335,796
    
    




    
    134,573
    
    




    
    201,223
    
    
    
    149.5Buses
    
    
    94,229
    
    




    
    92,110
    
    




    
    2,119
    
    
    
    2.3Total
    
    $
    430,025
    
    




    $
    226,683
    
    




    $
    203,342
    
    
    
    89.7# OF UNITS:Recreation VehiclesTowables
    
    
    12,284
    
    




    
    5,107
    
    




    
    7,177
    
    
    
    140.5Motorized
    
    
    685
    
    




    
    226
    
    




    
    459
    
    
    
    203.1Total Recreation Vehicles
    
    
    12,969
    
    




    
    5,333
    
    




    
    7,636
    
    
    
    143.2Buses
    
    
    1,403
    
    




    
    1,449
    
    




    
    (46
    )
    
    
    (3.2
    )Total
    
    
    14,372
    
    




    
    6,782
    
    




    
    7,590
    
    
    
    111.9% of Segment
    
    
    
    
    
    
    % of SegmentNet Sales
    
    
    
    
    
    
    Net SalesGROSS PROFIT:Recreation VehiclesTowables
    
    $
    34,890
    
    
    
    12.4
    
    
    $
    3,915
    
    
    
    3.4
    
    
    $
    30,975
    
    
    
    791.2Motorized
    
    
    4,648
    
    
    
    8.4
    
    
    
    (3,635
    )
    
    
    (18.3
    )
    
    
    8,283
    
    
    
    227.9Total Recreation Vehicles
    
    
    39,538
    
    
    
    11.8
    
    
    
    280
    
    
    
    0.2
    
    
    
    39,258
    
    
    
    14,020.7Buses
    
    
    10,458
    
    
    
    11.1
    
    
    
    7,877
    
    
    
    8.6
    
    
    
    2,581
    
    
    
    32.8Total
    
    $
    49,996
    
    
    
    11.6
    
    
    $
    8,157
    
    
    
    3.6
    
    
    $
    41,839
    
    
    
    512.9SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:Recreation VehiclesTowables
    
    $
    17,601
    
    
    
    6.3
    
    
    $
    13,837
    
    
    
    12.1
    
    
    $
    3,764
    
    
    
    27.2Motorized
    
    
    3,318
    
    
    
    6.0
    
    
    
    6,077
    
    
    
    30.5
    
    
    
    (2,759
    )
    
    
    (45.4
    )Total Recreation Vehicles
    
    
    20,919
    
    
    
    6.2
    
    
    
    19,914
    
    
    
    14.8
    
    
    
    1,005
    
    
    
    5.0Buses
    
    
    4,185
    
    
    
    4.4
    
    
    
    4,075
    
    
    
    4.4
    
    
    
    110
    
    
    
    2.7Corporate
    
    
    5,983
    
    
    
    
    
    
    
    6,118
    
    
    
    
    
    
    
    (135
    )
    
    
    (2.2
    )Total
    
    $
    31,087
    
    
    
    7.2
    
    
    $
    30,107
    
    
    
    13.3
    
    
    $
    980
    
    
    
    3.3INCOME (LOSS) BEFORE INCOME TAXES:Recreation VehiclesTowables
    
    $
    16,743
    
    
    
    6.0
    
    
    $
    (9,551
    )
    
    
    (8.3
    )
    
    $
    26,294
    
    
    
    275.3Motorized
    
    
    1,314
    
    
    
    2.4
    
    
    
    (10,289
    )
    
    
    (51.7
    )
    
    
    11,603
    
    
    
    112.8Total Recreation Vehicles
    
    
    18,057
    
    
    
    5.4
    
    
    
    (19,840
    )
    
    
    (14.7
    )
    
    
    37,897
    
    
    
    191.0Buses
    
    
    6,233
    
    
    
    6.6
    
    
    
    3,723
    
    
    
    4.0
    
    
    
    2,510
    
    
    
    67.4Corporate
    
    
    (5,037
    )
    
    
    
    
    
    
    (6,834
    )
    
    
    
    
    
    
    1,797
    
    
    
    26.3Total
    
    $
    19,253
    
    
    
    4.5
    
    
    $
    (22,951
    )
    
    
    (10.1
    )
    
    $
    42,204
    
    
    
    183.9
 21




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As of
    
    
    As of
    
    
    ChangeJanuary 31, 2010
    
    
    January 31, 2009
    
    
    Amount
    
    
    %ORDER BACKLOG:Recreation VehiclesTowables
    
    $
    368,415
    
    
    $
    133,988
    
    
    $
    234,427
    
    
    
    175.0Motorized
    
    
    80,637
    
    
    
    40,723
    
    
    
    39,914
    
    
    
    98.0Total Recreation Vehicles
    
    
    449,052
    
    
    
    174,711
    
    
    
    274,341
    
    
    
    157.0Buses
    
    
    262,284
    
    
    
    217,085
    
    
    
    45,199
    
    
    
    20.8Total
    
    $
    711,336
    
    
    $
    391,796
    
    
    $
    319,540
    
    
    
    81.6
 CONSOLIDATED
     22




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Segment Reporting
 TOWABLE RECREATION VEHICLES
  Three Months
    
    
    % of
    
    
    Three Months
    
    
    % ofEnded
    
    
    Segment
    
    
    Ended
    
    
    Segment
    
    
    Change
    
    
    %January 31, 2010
    
    
    Net Sales
    
    
    January 31, 2009
    
    
    Net Sales
    
    
    Amount
    
    
    ChangeNET SALES:TowablesTravel Trailers
    
    $
    140,224
    
    
    
    50.0
    
    
    $
    57,669
    
    
    
    50.3
    
    
    $
    82,555
    
    
    
    143.2Fifth Wheels
    
    
    136,533
    
    
    
    48.6
    
    
    
    50,700
    
    
    
    44.2
    
    
    
    85,833
    
    
    
    169.3Other
    
    
    3,947
    
    
    
    1.4
    
    
    
    6,294
    
    
    
    5.5
    
    
    
    (2,347
    )
    
    
    (37.3
    )Total Towables
    
    $
    280,704
    
    
    
    100.0
    
    
    $
    114,663
    
    
    
    100.0
    
    
    $
    166,041
    
    
    
    144.8
 Three Months
    
    
    % of
    
    
    Three Months
    
    
    % ofEnded
    
    
    Segment
    
    
    Ended
    
    
    Segment
    
    
    Change
    
    
    %January 31, 2010
    
    
    Shipments
    
    
    January 31, 2009
    
    
    Shipments
    
    
    Amount
    
    
    Change# OF UNITS:TowablesTravel Trailers
    
    
    7,874
    
    
    
    64.1
    
    
    
    3,303
    
    
    
    64.7
    
    
    
    4,571
    
    
    
    138.4Fifth Wheels
    
    
    4,286
    
    
    
    34.9
    
    
    
    1,602
    
    
    
    31.4
    
    
    
    2,684
    
    
    
    167.5Other
    
    
    124
    
    
    
    1.0
    
    
    
    202
    
    
    
    3.9
    
    
    
    (78
    )
    
    
    (38.6
    )Total Towables
    
    
    12,284
    
    
    
    100.0
    
    
    
    5,107
    
    
    
    100.0
    
    
    
    7,177
    
    
    
    140.5
 Impact Of Change In Price On Net Sales:
 %Increase /(Decrease)TowablesTravel Trailer
    
    
    4.8
    %Fifth Wheel
    
    
    1.8
    %Other
    
    
    1.3
    %Total Towables
    
    
    4.3
    %
   23




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24




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MOTORIZED RECREATION VEHICLES
  Three Months
    
    
    % of
    
    
    Three Months
    
    
    % ofEnded
    
    
    Segment
    
    
    Ended
    
    
    Segment
    
    
    Change
    
    
    %January 31, 2010
    
    
    Net Sales
    
    
    January 31, 2009
    
    
    Net Sales
    
    
    Amount
    
    
    ChangeNET SALES:MotorizedClass A
    
    $
    36,255
    
    
    
    65.8
    
    
    $
    14,268
    
    
    
    71.7
    
    
    $
    21,987
    
    
    
    154.1Class C
    
    
    15,368
    
    
    
    27.9
    
    
    
    3,665
    
    
    
    18.4
    
    
    
    11,703
    
    
    
    319.3Class B
    
    
    3,469
    
    
    
    6.3
    
    
    
    1,977
    
    
    
    9.9
    
    
    
    1,492
    
    
    
    75.5Total Motorized
    
    $
    55,092
    
    
    
    100.0
    
    
    $
    19,910
    
    
    
    100.0
    
    
    $
    35,182
    
    
    
    176.7
 Three Months
    
    
    % of
    
    
    Three Months
    
    
    % ofEnded
    
    
    Segment
    
    
    Ended
    
    
    Segment
    
    
    Change
    
    
    %January 31, 2010
    
    
    Shipments
    
    
    January 31, 2009
    
    
    Shipments
    
    
    Amount
    
    
    Change# OF UNITS:MotorizedClass A
    
    
    372
    
    
    
    54.3
    
    
    
    139
    
    
    
    61.5
    
    
    
    233
    
    
    
    167.6Class C
    
    
    267
    
    
    
    39.0
    
    
    
    62
    
    
    
    27.4
    
    
    
    205
    
    
    
    330.6Class B
    
    
    46
    
    
    
    6.7
    
    
    
    25
    
    
    
    11.1
    
    
    
    21
    
    
    
    84.0Total Motorized
    
    
    685
    
    
    
    100.0
    
    
    
    226
    
    
    
    100.0
    
    
    
    459
    
    
    
    203.1
 Impact of Change In Price On Net Sales:
 %Increase/(Decrease)MotorizedClass A
    
    
    (13.5
    )%Class C
    
    
    (11.3
    )%Class B
    
    
    (8.5
    )%Total Motorized
    
    
    (26.4
    )%
   25




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BUSES
  Three Months
    
    
    Three MonthsEnded
    
    
    EndedJanuary 31, 2010
    
    
    January 31, 2009
    
    
    Change
    
    
    % ChangeNet Sales
    
    $
    94,229
    
    
    $
    92,110
    
    
    $
    2,119
    
    
    
    2.3# of Units
    
    
    1,403
    
    
    
    1,449
    
    
    
    (46
    )
    
    
    (3.2
    )Impact of Change in Price on Net Sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5.5
  26




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27




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Six Months Ended January 31, 2010 vs. Six Months Ended January 31, 2009
 Six Months Ended
    
    
    
    
    
    
    Six Months Ended
    
    
    
    
    
    
    ChangeJanuary 31, 2010
    
    
    
    
    
    
    January 31, 2009
    
    
    
    
    
    
    Amount
    
    
    %NET SALES:Recreation VehiclesTowables
    
    $
    622,840
    
    
    
    
    
    
    $
    400,200
    
    
    
    
    
    
    $
    222,640
    
    
    
    55.6Motorized
    
    
    102,885
    
    
    
    
    
    
    
    64,775
    
    
    
    
    
    
    
    38,110
    
    
    
    58.8Total Recreation Vehicles
    
    
    725,725
    
    
    
    
    
    
    
    464,975
    
    
    
    
    
    
    
    260,750
    
    
    
    56.1Buses
    
    
    206,852
    
    
    
    
    
    
    
    200,525
    
    
    
    
    
    
    
    6,327
    
    
    
    3.2Total
    
    $
    932,577
    
    
    
    
    
    
    $
    665,500
    
    
    
    
    
    
    $
    267,077
    
    
    
    40.1# OF UNITS:Recreation VehiclesTowables
    
    
    28,085
    
    
    
    
    
    
    
    17,646
    
    
    
    
    
    
    
    10,439
    
    
    
    59.2Motorized
    
    
    1,291
    
    
    
    
    
    
    
    748
    
    
    
    
    
    
    
    543
    
    
    
    72.6Total Recreation Vehicles
    
    
    29,376
    
    
    
    
    
    
    
    18,394
    
    
    
    
    
    
    
    10,982
    
    
    
    59.7Buses
    
    
    2,993
    
    
    
    
    
    
    
    3,097
    
    
    
    
    
    
    
    (104
    )
    
    
    (3.4
    )Total
    
    
    32,369
    
    
    
    
    
    
    
    21,491
    
    
    
    
    
    
    
    10,878
    
    
    
    50.6% of Segment
    
    
    
    
    
    
    % of SegmentNet Sales
    
    
    
    
    
    
    Net SalesGROSS PROFIT:Recreation VehiclesTowables
    
    $
    87,735
    
    
    
    14.1
    
    
    $
    34,737
    
    
    
    8.7
    
    
    $
    52,998
    
    
    
    152.6Motorized
    
    
    8,139
    
    
    
    7.9
    
    
    
    (4,411
    )
    
    
    (6.8
    )
    
    
    12,550
    
    
    
    284.5Total Recreation Vehicles
    
    
    95,874
    
    
    
    13.2
    
    
    
    30,326
    
    
    
    6.5
    
    
    
    65,548
    
    
    
    216.1Buses
    
    
    23,893
    
    
    
    11.6
    
    
    
    17,894
    
    
    
    8.9
    
    
    
    5,999
    
    
    
    33.5Total
    
    $
    119,767
    
    
    
    12.8
    
    
    $
    48,220
    
    
    
    7.2
    
    
    $
    71,547
    
    
    
    148.4SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:Recreation VehiclesTowables
    
    $
    38,899
    
    
    
    6.2
    
    
    $
    32,151
    
    
    
    8.0
    
    
    $
    6,748
    
    
    
    21.0Motorized
    
    
    6,696
    
    
    
    6.5
    
    
    
    11,886
    
    
    
    18.3
    
    
    
    (5,190
    )
    
    
    (43.7
    )Total Recreation Vehicles
    
    
    45,595
    
    
    
    6.3
    
    
    
    44,037
    
    
    
    9.5
    
    
    
    1,558
    
    
    
    3.5Buses
    
    
    9,141
    
    
    
    4.4
    
    
    
    8,662
    
    
    
    4.3
    
    
    
    479
    
    
    
    5.5Corporate
    
    
    11,118
    
    
    
    
    
    
    
    11,674
    
    
    
    
    
    
    
    (556
    )
    
    
    (4.8
    )Total
    
    $
    65,854
    
    
    
    7.1
    
    
    $
    64,373
    
    
    
    9.7
    
    
    $
    1,481
    
    
    
    2.3INCOME (LOSS) BEFORE INCOME TAXES:Recreation VehiclesTowables
    
    $
    48,283
    
    
    
    7.8
    
    
    $
    2,823
    
    
    
    0.7
    
    
    $
    45,460
    
    
    
    1,610.3Motorized
    
    
    1,416
    
    
    
    1.4
    
    
    
    (16,891
    )
    
    
    (26.1
    )
    
    
    18,307
    
    
    
    108.4Total Recreation Vehicles
    
    
    49,699
    
    
    
    6.8
    
    
    
    (14,068
    )
    
    
    (3.0
    )
    
    
    63,767
    
    
    
    453.3Buses
    
    
    14,613
    
    
    
    7.1
    
    
    
    9,020
    
    
    
    4.5
    
    
    
    5,593
    
    
    
    62.0Corporate
    
    
    (7,806
    )
    
    
    
    
    
    
    (9,653
    )
    
    
    
    
    
    
    1,847
    
    
    
    19.1Total
    
    $
    56,506
    
    
    
    6.1
    
    
    $
    (14,701
    )
    
    
    (2.2
    )
    
    $
    71,207
    
    
    
    484.4
 28




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CONSOLIDATED
     29




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Segment Reporting
 TOWABLE RECREATION VEHICLES
  Six Months
    
    
    % of
    
    
    Six Months
    
    
    % ofEnded
    
    
    Segment
    
    
    Ended
    
    
    Segment
    
    
    Change
    
    
    %January 31, 2010
    
    
    Net Sales
    
    
    January 31, 2009
    
    
    Net Sales
    
    
    Amount
    
    
    ChangeNET SALES:TowablesTravel Trailers
    
    $
    315,857
    
    
    
    50.7
    
    
    $
    191,234
    
    
    
    47.8
    
    
    $
    124,623
    
    
    
    65.2Fifth Wheels
    
    
    294,804
    
    
    
    47.3
    
    
    
    190,085
    
    
    
    47.5
    
    
    
    104,719
    
    
    
    55.1Other
    
    
    12,179
    
    
    
    2.0
    
    
    
    18,881
    
    
    
    4.7
    
    
    
    (6,702
    )
    
    
    (35.5
    )Total Towables
    
    $
    622,840
    
    
    
    100.0
    
    
    $
    400,200
    
    
    
    100.0
    
    
    $
    222,640
    
    
    
    55.6
 Six Months
    
    
    % of
    
    
    Six Months
    
    
    % ofEnded
    
    
    Segment
    
    
    Ended
    
    
    Segment
    
    
    Change
    
    
    %January 31, 2010
    
    
    Shipments
    
    
    January 31, 2009
    
    
    Shipments
    
    
    Amount
    
    
    Change# OF UNITS:TowablesTravel Trailers
    
    
    18,179
    
    
    
    64.7
    
    
    
    10,942
    
    
    
    62.0
    
    
    
    7,237
    
    
    
    66.1Fifth Wheels
    
    
    9,544
    
    
    
    34.0
    
    
    
    6,107
    
    
    
    34.6
    
    
    
    3,437
    
    
    
    56.3Other
    
    
    362
    
    
    
    1.3
    
    
    
    597
    
    
    
    3.4
    
    
    
    (235
    )
    
    
    (39.4
    )Total Towables
    
    
    28,085
    
    
    
    100.0
    
    
    
    17,646
    
    
    
    100.0
    
    
    
    10,439
    
    
    
    59.2
 Impact Of Change In Price On Net Sales:
 %Increase /(Decrease)TowablesTravel Trailer
    
    
    (0.9
    )%Fifth Wheel
    
    
    (1.2
    )%Other
    
    
    3.9
    %Total Towables
    
    
    (3.6
    )%
   30




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MOTORIZED RECREATION VEHICLES
  Six Months
    
    
    % of
    
    
    Six Months
    
    
    % ofEnded
    
    
    Segment
    
    
    Ended
    
    
    Segment
    
    
    Change
    
    
    %January 31, 2010
    
    
    Net Sales
    
    
    January 31, 2009
    
    
    Net Sales
    
    
    Amount
    
    
    ChangeNET SALES:MotorizedClass A
    
    $
    66,238
    
    
    
    64.4
    
    
    $
    43,150
    
    
    
    66.6
    
    
    $
    23,088
    
    
    
    53.5Class C
    
    
    29,099
    
    
    
    28.3
    
    
    
    16,807
    
    
    
    25.9
    
    
    
    12,292
    
    
    
    73.1Class B
    
    
    7,548
    
    
    
    7.3
    
    
    
    4,818
    
    
    
    7.5
    
    
    
    2,730
    
    
    
    56.7Total Motorized
    
    $
    102,885
    
    
    
    100.0
    
    
    $
    64,775
    
    
    
    100.0
    
    
    $
    38,110
    
    
    
    58.8
 Six Months
    
    
    % of
    
    
    Six Months
    
    
    % ofEnded
    
    
    Segment
    
    
    Ended
    
    
    Segment
    
    
    Change
    
    
    %January 31, 2010
    
    
    Shipments
    
    
    January 31, 2009
    
    
    Shipments
    
    
    Amount
    
    
    Change# OF UNITS:MotorizedClass A
    
    
    685
    
    
    
    53.1
    
    
    
    427
    
    
    
    57.1
    
    
    
    258
    
    
    
    60.4Class C
    
    
    508
    
    
    
    39.3
    
    
    
    262
    
    
    
    35.0
    
    
    
    246
    
    
    
    93.9Class B
    
    
    98
    
    
    
    7.6
    
    
    
    59
    
    
    
    7.9
    
    
    
    39
    
    
    
    66.1Total Motorized
    
    
    1,291
    
    
    
    100.0
    
    
    
    748
    
    
    
    100.0
    
    
    
    543
    
    
    
    72.6
 Impact of Change In Price On Net Sales:
 %Increase/(Decrease)MotorizedClass A
    
    
    (6.9
    )%Class C
    
    
    (20.8
    )%Class B
    
    
    (9.4
    )%Total Motorized
    
    
    (13.8
    )%
   32




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##### Table of Contents



BUSES
  Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    
    
    
    
    %January 31, 2010
    
    
    January 31, 2009
    
    
    Change
    
    
    ChangeNet Sales
    
    $
    206,852
    
    
    $
    200,525
    
    
    $
    6,327
    
    
    
    3.2# of Units
    
    
    2,993
    
    
    
    3,097
    
    
    
    (104
    )
    
    
    (3.4
    )Impact of Change in Price on Net Sales
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6.6
  33




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Financial Condition and Liquidity
    34




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Operating Activities
  Investing Activities
  Financing Activities
  Critical Accounting Principles
  35




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Impairment of Goodwill, Trademarks and Long-Lived Assets
  Insurance Reserves
  Product Warranties
  Income Taxes
 Income Taxes
 36




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##### Table of Contents



Revenue Recognition
  1)
    
    An order for a product has been received from a dealer;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.
  37




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##### Table of Contents



Repurchase Commitments
  Investments
  Accounting Pronouncements
  Forward Looking Statements
  38




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##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
  39




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40




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##### Table of Contents



PART II   Other Information
 
 ITEM 1. LEGAL PROCEEDINGS
    41




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##### Table of Contents



ITEM 1A. RISK FACTORS
  
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 (d)(c)
    
    Maximum Number (orTotal Number of
    
    Approximate DollarShares (or Units)
    
    Value) of Shares(a)
    
    
    
    
    
    Purchased as Part
    
    (or Units) that MayTotal Number of
    
    (b)
    
    of Publicly
    
    Yet Be PurchasedShares (or Units)
    
    Average Price Paid
    
    Announced Plans or
    
    Under the Plans orPurchased (1)
    
    per Share (or Unit)
    
    Programs
    
    ProgramsNovember 2009
    
    
    
    
    
    
    
    
    
    
    
    December 2009
    
    
    3,980,000
    
    
    $
    29.00
    
    
    
    
    January 2010
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    On December 18, 2009, the Company announced that it had purchased 3,980,000 shares of its
common stock from the Estate of Wade F. B. Thompson in a private transaction that did not involve a
publicly announced plan or program. 42




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##### Table of Contents



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   Director
    
    For
    
    Withheld
    
    Broker Non-VotesNeil D. Chrisman
    
    
    51,644,244
    
    
    
    731,085
    
    
    
    Alan A. Siegel
    
    
    51,890,387
    
    
    
    484,942
    
    
    
    Geoffrey A. Thompson
    
    
    51,642,121
    
    
    
    733,208
    
    
    
    
  43




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##### Table of Contents



ITEM 6. EXHIBITS
 Exhibit
    
    Description10.1
    
    Repurchase Agreement, dated as of December 17, 2009, between the Company and the
Estate (incorporated by reference to Exhibit 10.1 of the Companys Current Report on
Form 8-K dated December 23, 2009).10.2
    
    Credit Agreement between the Company and Marcus Lemonis, Stephen Adams, in his
individual capacity, and Stephen Adams and his successors, as trustee under the Stephen
Adams Living Trust, dated as of December 22, 2009 (incorporated by reference to Exhibit
10.1 of the Companys Current Report on Form 8-K dated December 23, 2009).10.3
    
    Amendment to Exclusivity Agreement between the Company, FreedomRoads Holding
Company, LLC, FreedomRoads, LLC and certain subsidiaries of FreedomRoads, LLC, dated as
of December 22, 2009 (incorporated by reference to Exhibit 10.2 of the Companys Current
Report on Form 8-K dated December 23, 2009).10.4
    
    First Amendment to Credit Agreement, dated January 15, 2009, between the Company
and Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as
trustee under the Stephen Adams Living Trust, dated December 22, 2009 (incorporated by
reference to Exhibit 10.3 of the Companys Current Report on Form 8-K dated December 23,
2009).10.5
    
    First Amendment to Credit Agreement, dated January 30, 2009, between the Company
and Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as
trustee under the Stephen Adams Living Trust, dated December 22, 2009 (incorporated by
reference to Exhibit 10.4 of the Companys Current Report on Form 8-K dated December 23,
2009).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.
 44




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SIGNATURES
  THOR INDUSTRIES, INC.
(Registrant)DATE: March 8, 2010
    /s/ Peter B. OrthweinPeter B. OrthweinChairman of the Board, President
and Chief Executive OfficerDATE: March 8, 2010
    /s/ Christian G. FarmanChristian G. FarmanSenior Vice President, Treasurer
and Chief Financial Officer 45