##### 



SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 
 QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 FOR QUARTER ENDED
January 31, 2006
    
    COMMISSION FILE NUMBER
1-9235
 THOR INDUSTRIES, INC.
  Delaware
    
    93-0768752(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 419 West Pike Street, Jackson Center, OH
    
    45334-0629(Address of principal executive offices)
    
    (Zip Code)
 Registrants telephone number, including area code: 937) 596-6849
  Yes þ
    
    No o
  þ o o
  Yes o
    
    No þ
  Class
    
    Outstanding at 1/31/2006Common stock, par value
$.10 per share
    
    56,740,588 shares
   1




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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  CONSOLIDATED BALANCE SHEETS
 January 31, 2006
    
    
    July 31, 2005ASSETSCurrent assets:Cash and cash equivalents
    
    $
    117,258
    
    
    $
    163,596Investments  short term
    
    
    112,737
    
    
    
    45,219Accounts receivable:Trade
    
    
    172,430
    
    
    
    140,927Other
    
    
    6,190
    
    
    
    5,409Inventories
    
    
    190,858
    
    
    
    161,770Prepaid expenses
    
    
    9,986
    
    
    
    5,857Deferred income taxes
    
    
    13,659
    
    
    
    1,262Total current assets
    
    
    623,118
    
    
    
    524,040Property:Land
    
    
    23,314
    
    
    
    21,339Buildings and improvements
    
    
    118,397
    
    
    
    109,443Machinery and equipment
    
    
    51,925
    
    
    
    49,259Total cost
    
    
    193,636
    
    
    
    180,041Accumulated depreciation
    
    
    45,696
    
    
    
    40,252Property, net
    
    
    147,940
    
    
    
    139,789Investment in Joint ventures
    
    
    2,923
    
    
    
    2,800Other assets:Goodwill
    
    
    165,663
    
    
    
    165,662Non-compete agreements
    
    
    3,315
    
    
    
    3,790Trademarks
    
    
    13,900
    
    
    
    13,900Other
    
    
    9,159
    
    
    
    7,898Total other assets
    
    
    192,037
    
    
    
    191,250TOTAL ASSETS
    
    $
    966,018
    
    
    $
    857,879LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    127,600
    
    
    $
    118,056Accrued liabilities:Taxes
    
    
    42,145
    
    
    
    8,351Compensation and related items
    
    
    31,731
    
    
    
    28,519Product warranties
    
    
    53,882
    
    
    
    55,118Promotions and rebates
    
    
    7,731
    
    
    
    7,362Product/property liability and related
    
    
    9,154
    
    
    
    7,913Dividend payable
    
    
    
    
    
    
    17,000Other
    
    
    8,312
    
    
    
    6,493Total current liabilities
    
    
    280,555
    
    
    
    248,812Deferred income taxes and other liabilities
    
    
    13,035
    
    
    
    11,680Stockholders equity:Common stock  authorized 250,000,000 shares;
issued 56,996,588 shares @ 1/31/06 and 56,933,483
shares @ 7/31/05; par value of $.10 per share
    
    
    5,700
    
    
    
    5,693Additional paid-in capital
    
    
    83,901
    
    
    
    82,652Accumulated other comprehensive income
    
    
    1,783
    
    
    
    943Retained earnings
    
    
    588,282
    
    
    
    515,877Restricted stock plan
    
    
    (207
    )
    
    
    (747
    )Less Treasury shares of 256,000, at cost
    
    
    (7,031
    )
    
    
    (7,031
    )Total stockholders equity
    
    
    672,428
    
    
    
    597,387TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    966,018
    
    
    $
    857,879
  2




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##### 



THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME  FOR THE THREE & SIX MONTHS ENDED JANUARY 31, 2006 AND 2005
 Three
Months Ended January 31
    
    
    Six Months Ended January 312006
    
    
    2005
    
    
    2006
    
    
    2005Net sales
    
    $
    642,047
    
    
    $
    537,041
    
    
    $
    1,403,370
    
    
    $
    1,169,767Cost of products sold
    
    
    552,084
    
    
    
    469,209
    
    
    
    1,201,765
    
    
    
    1,011,161Gross profit
    
    
    89,963
    
    
    
    67,832
    
    
    
    201,605
    
    
    
    158,606Selling, general and
administrative expenses
    
    
    41,237
    
    
    
    35,762
    
    
    
    85,573
    
    
    
    72,043Interest income
    
    
    2,038
    
    
    
    541
    
    
    
    3,718
    
    
    
    1,345Interest expense
    
    
    223
    
    
    
    67
    
    
    
    570
    
    
    
    109Other income
    
    
    127
    
    
    
    365
    
    
    
    926
    
    
    
    1,126Income before income taxes
    
    
    50,668
    
    
    
    32,909
    
    
    
    120,106
    
    
    
    88,925Provision for income taxes
    
    
    18,794
    
    
    
    12,271
    
    
    
    44,867
    
    
    
    33,214Net income
    
    $
    31,874
    
    
    $
    20,638
    
    
    $
    75,239
    
    
    $
    55,711Average common shares outstanding:Basic
    
    
    56,593,434
    
    
    
    56,712,923
    
    
    
    56,580,913
    
    
    
    56,834,930Diluted
    
    
    56,982,007
    
    
    
    57,141,714
    
    
    
    56,942,738
    
    
    
    57,210,661Earnings per common share:Basic
    
    $
    .56
    
    
    $
    .36
    
    
    $
    1.33
    
    
    $
    .98Diluted
    
    $
    .56
    
    
    $
    .36
    
    
    $
    1.32
    
    
    $
    .97Dividends declared per common share:
    
    $
    .05
    
    
    $
    .03
    
    
    $
    .05
    
    
    $
    .06
  3




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##### 



THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS  FOR THE SIX MONTHS ENDED JANUARY 31, 2006 AND 2005
 2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    75,239
    
    
    $
    55,711Adjustments to reconcile net income to net cash (used in)
provided by operating activities:Depreciation
    
    
    6,968
    
    
    
    4,686Amortization
    
    
    475
    
    
    
    471Deferred income taxes
    
    
    (12,396
    )
    
    
    Loss on disposition of assets
    
    
    12
    
    
    
    74Loss (gain) on disposition of trading investments
    
    
    255
    
    
    
    884Unrealized (gain) loss on trading investments
    
    
    15
    
    
    
    274Changes in non cash assets and liabilities, net of effect
from acquisitions:Purchases of trading investments
    
    
    (152,062
    )
    
    
    (54,871
    )Proceeds from disposition of trading investments
    
    
    84,274
    
    
    
    102,584Accounts receivable
    
    
    (32,284
    )
    
    
    (25,003
    )Inventories
    
    
    (29,089
    )
    
    
    (43,216
    )Prepaids and other
    
    
    (5,514
    )
    
    
    (6,343
    )Accounts payable
    
    
    8,650
    
    
    
    (27,399
    )Accrued liabilities
    
    
    39,198
    
    
    
    (3,578
    )Other liabilities
    
    
    1,854
    
    
    
    224Net cash (used in) provided by operating activities
    
    
    (14,405
    )
    
    
    4,498Cash flows from investing activities:Purchase of property, plant & equipment
    
    
    (14,244
    )
    
    
    (31,120
    )Proceeds from disposition of assets
    
    
    49
    
    
    
    21Acquisitions  Net of cash acquired
    
    
    
    
    
    
    (27,973
    )Net cash used in investing activities
    
    
    (14,195
    )
    
    
    (59,072
    )Cash flows from financing activities:Cash dividends
    
    
    (19,834
    )
    
    
    (3,420
    )Purchase of common stock for retirement
    
    
    
    
    
    
    (8,490
    )Proceeds from issuance of common stock
    
    
    1,256
    
    
    
    760Retirement of acquired debt
    
    
    
    
    
    
    (1,001
    )Net cash used in financing activities
    
    
    (18,578
    )
    
    
    (12,151
    )Effect of exchange rate changes on cash
    
    
    840
    
    
    
    727Net decrease in cash and equivalents
    
    
    (46,338
    )
    
    
    (65,998
    )Cash and equivalents, beginning of period
    
    
    163,596
    
    
    
    136,120Cash and equivalents, end of period
    
    $
    117,258
    
    
    $
    70,122Supplemental cash flow information:Income taxes paid
    
    $
    23,343
    
    
    $
    42,116Interest paid
    
    
    570
    
    
    
    109Non cash transactions:Retirement of treasury shares
    
    
    
    
    
    $
    8,490Capital expenditures in accounts payable
    
    $
    894
    
    
    
    
  4




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##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1.
    
    The July 31, 2005 amounts are from the annual audited financial statements. The interim
financial statements are unaudited. In the opinion of management, all adjustments (which
consist of normal recurring adjustments) necessary to present fairly the financial position,
results of operations and change in cash flows for the interim periods presented have been
made. These financial statements should be read in conjunction with the Companys Annual
Report on Form 10-K for the year ended July 31, 2005. The results of operations for the six
months ended January 31, 2006 are not necessarily indicative of the results for the full year.2.
    
    Major classifications of inventories are:
 January 31, 2006
    
    
    July 31, 2005Raw materials
    
    $
    96,954
    
    
    $
    78,493Chassis
    
    
    37,400
    
    
    
    29,506Work in process
    
    
    44,900
    
    
    
    55,413Finished goods
    
    
    30,501
    
    
    
    14,196Total
    
    
    209,755
    
    
    
    177,608Less excess of FIFO costs
over LIFO costs
    
    
    18,897
    
    
    
    15,838Total inventories
    
    $
    190,858
    
    
    $
    161,770
 3.
    
    Earnings Per Share
 Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJanuary 31, 2006
    
    
    January 31, 2005
    
    
    January 31, 2006
    
    
    January 31, 2005Weighted average shares
outstanding for basic
earnings per share
    
    
    56,593,434
    
    
    
    56,712,923
    
    
    
    56,580,913
    
    
    
    56,834,930Stock options and
restricted stock
    
    
    388,573
    
    
    
    428,791
    
    
    
    361,825
    
    
    
    375,731Total  For diluted shares
    
    
    56,982,007
    
    
    
    57,141,714
    
    
    
    56,942,738
    
    
    
    57,210,661
 4.
    
    Comprehensive Income
 Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJanuary 31, 2006
    
    
    January 31, 2005
    
    
    January 31, 2006
    
    
    January 31, 2005Net income
    
    $
    31,874
    
    
    $
    20,638
    
    
    $
    75,239
    
    
    $
    55,711Foreign currency
translation adjustment
    
    
    430
    
    
    
    (122
    )
    
    
    840
    
    
    
    727Comprehensive income
    
    $
    32,304
    
    
    $
    20,516
    
    
    $
    76,079
    
    
    $
    56,438
 5.
    
    Segment Information
  5




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##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJanuary 31, 2006
    
    
    January 31, 2005
    
    
    January 31, 2006
    
    
    January 31, 2005Net Sales:Recreation vehicles:Towables
    
    $
    457,861
    
    
    $
    365,497
    
    
    $
    991,097
    
    
    $
    805,659Motorized
    
    
    113,841
    
    
    
    113,530
    
    
    
    262,935
    
    
    
    255,664Total recreation vehicles
    
    
    571,702
    
    
    
    479,027
    
    
    
    1,254,032
    
    
    
    1,061,323Buses
    
    
    70,345
    
    
    
    58,014
    
    
    
    149,338
    
    
    
    108,444Total
    
    $
    642,047
    
    
    $
    537,041
    
    
    $
    1,403,370
    
    
    $
    1,169,767
 Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJanuary 31, 2006
    
    
    January 31, 2005
    
    
    January 31, 2006
    
    
    January 31, 2005Income Before Income Taxes:Recreation vehicles:Towables
    
    $
    50,002
    
    
    $
    29,707
    
    
    $
    111,426
    
    
    $
    77,393Motorized
    
    
    2,171
    
    
    
    3,878
    
    
    
    10,537
    
    
    
    11,786Total recreation vehicles
    
    
    52,173
    
    
    
    33,585
    
    
    
    121,963
    
    
    
    89,179Buses
    
    
    1,985
    
    
    
    1,342
    
    
    
    3,979
    
    
    
    2,468Corporate
    
    
    (3,490
    )
    
    
    (2,018
    )
    
    
    (5,836
    )
    
    
    (2,722
    )Total
    
    $
    50,668
    
    
    $
    32,909
    
    
    $
    120,106
    
    
    $
    88,925
 January 31, 2006
    
    
    July 31, 2005Identifiable Assets:Recreation vehicles:Towables
    
    $
    480,425
    
    
    $
    384,292Motorized
    
    
    142,406
    
    
    
    126,045Total recreation vehicles
    
    
    622,831
    
    
    
    510,337Buses
    
    
    93,425
    
    
    
    96,942Corporate
    
    
    249,762
    
    
    
    250,600Total
    
    $
    966,018
    
    
    $
    857,879
 6.
    
    Treasury Shares
  7.
    
    Investments  Short Term
  8.
    
    Acquisitions
  6




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##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
     9.
    
    Goodwill and Other Intangible Assets
  January 31, 2006
    
    
    July 31, 2005Accumulated
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Cost
    
    
    AmortizationAmortized Intangible Assets:Non-compete agreements
    
    $
    15,889
    
    
    $
    12,574
    
    
    $
    15,889
    
    
    $
    12,099
 Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJanuary 31, 2006
    
    
    January 31, 2005
    
    
    January 31, 2006
    
    
    January 31, 2005Non-compete Agreements:Amortization Expense
    
    $
    238
    
    
    $
    269
    
    
    $
    475
    
    
    $
    471
   For the year ending July 2006
    
    $
    949For the year ending July 2007
    
    $
    887For the year ending July 2008
    
    $
    828For the year ending July 2009
    
    $
    492For the year ending July 2010
    
    $
    337
   Goodwill
    
    
    TrademarksRecreation Vehicles:Towables
    
    $
    143,795
    
    
    $
    10,237Motorized
    
    
    17,252
    
    
    
    2,600Total Recreation Vehicles
    
    
    161,047
    
    
    
    12,837Bus
    
    
    4,616
    
    
    
    1,063Total
    
    $
    165,663
    
    
    $
    13,900
 7




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##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
 10.
    
    Warranty
  Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJanuary 31, 2006
    
    
    January 31, 2005
    
    
    January 31, 2006
    
    
    January 31, 2005Beginning Balance
    
    $
    56,112
    
    
    $
    48,164
    
    
    $
    55,118
    
    
    $
    45,829Provision
    
    
    11,886
    
    
    
    12,586
    
    
    
    27,853
    
    
    
    27,381Payments
    
    
    14,116
    
    
    
    12,693
    
    
    
    29,089
    
    
    
    25,153Acquisitions
    
    
    
    
    
    
    1,095
    
    
    
    
    
    
    
    1,095Ending Balance
    
    $
    53,882
    
    
    $
    49,152
    
    
    $
    53,882
    
    
    $
    49,152
 11.
    
    Commercial Commitments
  Total
    
    
    Term ofCommitment
    
    Amount Committed
    
    
    GuaranteeGuarantee on dealer financing
    
    $
    3,078
    
    
    less than 1 yearStandby repurchase obligation
on dealer financing
    
    $
    806,690
    
    
    less than 1 year
  Three Months
    
    
    Three Months
    
    
    Six Months
    
    
    Six MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedJanuary 31, 2006
    
    
    January 31, 2005
    
    
    January 31, 2006
    
    
    January 31, 2005Cost of units repurchased
    
    $
    753
    
    
    $
    5,743
    
    
    $
    2,103
    
    
    $
    6,836Realization on units resold
    
    
    534
    
    
    
    4,551
    
    
    
    1,806
    
    
    
    5,474Losses due to repurchase
    
    $
    219
    
    
    $
    1,192
    
    
    $
    297
    
    
    $
    1,362
 12.
    
    Stock-Based Compensation
  8




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##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   Weighted
    
    
    Weighted Avg.Avg. Exercise
    
    
    Remaining
    
    
    AggregateShares
    
    
    Price
    
    
    Contractual Life
    
    
    Intrinsic ValueOutstanding, August 1, 2005
    
    
    700,708
    
    
    $
    19.60
    
    
    
    
    
    
    
    Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Exercised
    
    
    63,105
    
    
    $
    19.90
    
    
    
    
    
    
    
    Canceled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding, January 31, 2006
    
    
    637,603
    
    
    $
    19.57
    
    
    
    7.1
    
    
    $
    14,717Exercisable, January 31, 2006
    
    
    464,686
    
    
    $
    16.42
    
    
    
    6.7
    
    
    $
    12,189
        WeightedAverage GrantShares
    
    
    Date Fair ValueNonvested, August 1, 2005
    
    
    115,700
    
    
    $
    12.93Granted
    
    
    
    
    
    
    Vested
    
    
    16,800
    
    
    
    5.77Forfeited
    
    
    
    
    
    
    Nonvested, January 31, 2006
    
    
    98,900
    
    
    $
    14.15
 9




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##### 



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
   ITEM 2.

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




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##### 



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
    Three Months Ended January 31, 2006 vs.

Three Months Ended January 31, 2005
 Three Months Ended
    
    
    
    
    
    
    Three Months Ended
    
    
    
    
    
    
    ChangeJanuary 31, 2006


    January 31, 2005

Amount

    %NET SALES:Recreation VehiclesTowables
    
    $
    457,861
    
    
    
    
    
    
    $
    365,497
    
    
    
    
    
    
    $
    92,364
    
    
    
    25.3Motorized
    
    
    113,841
    
    
    
    
    
    
    
    113,530
    
    
    
    
    
    
    
    311
    
    
    
    .3Total Recreation Vehicles
    
    
    571,702
    
    
    
    
    
    
    
    479,027
    
    
    
    
    
    
    
    92,675
    
    
    
    19.3Buses
    
    
    70,345
    
    
    
    
    
    
    
    58,014
    
    
    
    
    
    
    
    12,331
    
    
    
    21.3Total
    
    $
    642,047
    
    
    
    
    
    
    $
    537,041
    
    
    
    
    
    
    $
    105,006
    
    
    
    19.6# OF UNITS:Recreation VehiclesTowables
    
    
    24,042
    
    
    
    
    
    
    
    18,813
    
    
    
    
    
    
    
    5,229
    
    
    
    27.8Motorized
    
    
    1,486
    
    
    
    
    
    
    
    1,541
    
    
    
    
    
    
    
    (55
    )
    
    
    (3.6
    )Total Recreation Vehicles
    
    
    25,528
    
    
    
    
    
    
    
    20,354
    
    
    
    
    
    
    
    5,174
    
    
    
    25.4Buses
    
    
    1,321
    
    
    
    
    
    
    
    997
    
    
    
    
    
    
    
    324
    
    
    
    32.5Total
    
    
    26,849
    
    
    
    
    
    
    
    21,351
    
    
    
    
    
    
    
    5,498
    
    
    
    25.8% of
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    SegmentNet Sales
    
    
    
    
    
    Net SalesGROSS PROFIT:Recreation VehiclesTowables
    
    $
    76,758
    
    
    
    16.8
    
    
    $
    52,542
    
    
    
    14.4
    
    
    $
    24,216
    
    
    
    46.1Motorized
    
    
    7,876
    
    
    
    6.9
    
    
    
    10,845
    
    
    
    9.6
    
    
    
    (2,969
    )
    
    
    (27.4
    )Total Recreation Vehicles
    
    
    84,634
    
    
    
    14.8
    
    
    
    63,387
    
    
    
    13.2
    
    
    
    21,247
    
    
    
    33.5Buses
    
    
    5,329
    
    
    
    7.6
    
    
    
    4,445
    
    
    
    7.7
    
    
    
    884
    
    
    
    19.9Total
    
    $
    89,963
    
    
    
    14.0
    
    
    $
    67,832
    
    
    
    12.6
    
    
    $
    22,131
    
    
    
    32.6SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:Recreation VehiclesTowables
    
    $
    26,881
    
    
    
    5.9
    
    
    $
    22,858
    
    
    
    6.3
    
    
    $
    4,023
    
    
    
    17.6Motorized
    
    
    5,704
    
    
    
    5.0
    
    
    
    6,905
    
    
    
    6.1
    
    
    
    (1,201
    )
    
    
    (17.4
    )Total Recreation Vehicles
    
    
    32,585
    
    
    
    5.7
    
    
    
    29,763
    
    
    
    6.2
    
    
    
    2,822
    
    
    
    9.5Buses
    
    
    3,154
    
    
    
    4.5
    
    
    
    3,105
    
    
    
    5.4
    
    
    
    49
    
    
    
    1.6Corporate
    
    
    5,498
    
    
    
    
    
    
    
    2,894
    
    
    
    
    
    
    
    2,604
    
    
    
    90.0Total
    
    $
    41,237
    
    
    
    6.4
    
    
    $
    35,762
    
    
    
    6.7
    
    
    $
    5,475
    
    
    
    15.3INCOME BEFORE INCOME TAXES:Recreation VehiclesTowables
    
    $
    50,002
    
    
    
    10.9
    
    
    $
    29,707
    
    
    
    8.1
    
    
    $
    20,295
    
    
    
    68.3Motorized
    
    
    2,171
    
    
    
    1.9
    
    
    
    3,878
    
    
    
    3.4
    
    
    
    (1,707
    )
    
    
    (44.0
    )Total Recreation Vehicles
    
    
    52,173
    
    
    
    9.1
    
    
    
    33,585
    
    
    
    7.0
    
    
    
    18,588
    
    
    
    55.3Buses
    
    
    1,985
    
    
    
    2.8
    
    
    
    1,342
    
    
    
    2.3
    
    
    
    643
    
    
    
    47.9Corporate
    
    
    (3,490
    )
    
    
    
    
    
    
    (2,018
    )
    
    
    
    
    
    
    (1,472
    )
    
    
    (72.9
    )Total
    
    $
    50,668
    
    
    
    7.9
    
    
    $
    32,909
    
    
    
    6.1
    
    
    $
    17,759
    
    
    
    54.0
 11




---



##### 



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 CONSOLIDATED
 ($ in 000)
    Segment Reporting
 RECREATION VEHICLES
  Impact from Internal GrowthAverage PricePer Unit


    Units


    Net ChangeRecreation VehiclesTowables
    
    
    (2.5
    )%
    
    
    27.8
    %
    
    
    25.3
    %Motorized
    
    
    3.9
    %
    
    
    (3.6
    )%
    
    
    .3
    %
 TOWABLE RECREATION VEHICLES
    12




---



##### 



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 MOTORIZED RECREATION VEHICLES
    BUSES
  Impact
    
    Impact from Internal Growthfrom Acquisition

    Average Price Per Unit

    Units

    Net ChangeBuses
    
    
    15.0
    %
    
    
    6.3
    %
    
    
    
    
    
    
    21.3
    %
    ORDER BACKLOG
 As of
    
    
    As of
    
    
    Change$(in 000's)
    
    January 31, 2006

    January 31, 2005

    Amount
    %Recreation VehiclesTowables
    
    $
    376
    
    
    $
    190
    
    
    $
    186
    
    
    
    97.9Motorized
    
    
    122
    
    
    
    123
    
    
    
    (1
    )
    
    
    (.8
    )Total Recreation Vehicles
    
    
    498
    
    
    
    313
    
    
    
    185
    
    
    
    59.1Buses
    
    
    174
    
    
    
    136
    
    
    
    38
    
    
    
    27.9Total
    
    $
    672
    
    
    $
    449
    
    
    $
    223
    
    
    
    49.7
 13




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##### 



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 Six Months
Ended January 31, 2006 vs. Six Months Ended January 31,
2005
 Six Months
    
    
    
    
    
    
    Six Months
    
    
    
    
    
    
    ChangeJanuary 31, 2006
    
    
    
    
    
    
    January 31, 2005
    
    
    
    
    
    
    Amount
    
    
    %NET SALES:Recreation VehiclesTowables
    
    $
    991,097
    
    
    
    
    
    
    $
    805,659
    
    
    
    
    
    
    $
    185,438
    
    
    
    23.0Motorized
    
    
    262,935
    
    
    
    
    
    
    
    255,664
    
    
    
    
    
    
    
    7,271
    
    
    
    2.8Total Recreation Vehicles
    
    
    1,254,032
    
    
    
    
    
    
    
    1,061,323
    
    
    
    
    
    
    
    192,709
    
    
    
    18.2Buses
    
    
    149,338
    
    
    
    
    
    
    
    108,444
    
    
    
    
    
    
    
    40,894
    
    
    
    37.7Total
    
    $
    1,403,370
    
    
    
    
    
    
    $
    1,169,767
    
    
    
    
    
    
    $
    233,603
    
    
    
    20.0# OF UNITS:Recreation VehiclesTowables
    
    
    51,560
    
    
    
    
    
    
    
    41,347
    
    
    
    
    
    
    
    10,213
    
    
    
    24.7Motorized
    
    
    3,505
    
    
    
    
    
    
    
    3,532
    
    
    
    
    
    
    
    (27
    )
    
    
    (.8
    )Total Recreation Vehicles
    
    
    55,065
    
    
    
    
    
    
    
    44,879
    
    
    
    
    
    
    
    10,186
    
    
    
    22.7Buses
    
    
    2,789
    
    
    
    
    
    
    
    1,898
    
    
    
    
    
    
    
    891
    
    
    
    46.9Total
    
    
    57,854
    
    
    
    
    
    
    
    46,777
    
    
    
    
    
    
    
    11,077
    
    
    
    23.7% of
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    SegmentNet Sales
    
    
    
    
    
    Net SalesGROSS PROFIT:Recreation VehiclesTowables
    
    $
    167,522
    
    
    
    16.9
    
    
    $
    124,106
    
    
    
    15.4
    
    
    $
    43,416
    
    
    
    35.0Motorized
    
    
    23,177
    
    
    
    8.8
    
    
    
    25,280
    
    
    
    9.9
    
    
    
    (2,103
    )
    
    
    (8.3
    )Total Recreation Vehicles
    
    
    190,699
    
    
    
    15.2
    
    
    
    149,386
    
    
    
    14.1
    
    
    
    41,313
    
    
    
    27.7Buses
    
    
    10,906
    
    
    
    7.3
    
    
    
    9,220
    
    
    
    8.5
    
    
    
    1,686
    
    
    
    18.3Total
    
    $
    201,605
    
    
    
    14.4
    
    
    $
    158,606
    
    
    
    13.6
    
    
    $
    42,999
    
    
    
    27.1SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:Recreation VehiclesTowables
    
    $
    56,253
    
    
    
    5.7
    
    
    $
    46,844
    
    
    
    5.8
    
    
    $
    9,409
    
    
    
    20.1Motorized
    
    
    12,637
    
    
    
    4.8
    
    
    
    13,435
    
    
    
    5.3
    
    
    
    (798
    )
    
    
    (5.9
    )Total Recreation Vehicles
    
    
    68,890
    
    
    
    5.5
    
    
    
    60,279
    
    
    
    5.7
    
    
    
    8,611
    
    
    
    14.3Buses
    
    
    6,617
    
    
    
    4.4
    
    
    
    6,812
    
    
    
    6.3
    
    
    
    (195
    )
    
    
    (2.9
    )Corporate
    
    
    10,066
    
    
    
    
    
    
    
    4,952
    
    
    
    
    
    
    
    5,114
    
    
    
    103.3Total
    
    $
    85,573
    
    
    
    6.1
    
    
    $
    72,043
    
    
    
    6.2
    
    
    $
    13,530
    
    
    
    18.8INCOME BEFORE INCOME TAXES:Recreation VehiclesTowables
    
    $
    111,426
    
    
    
    11.2
    
    
    $
    77,393
    
    
    
    9.6
    
    
    $
    34,033
    
    
    
    44.0Motorized
    
    
    10,537
    
    
    
    4.0
    
    
    
    11,786
    
    
    
    4.6
    
    
    
    (1,249
    )
    
    
    (10.6
    )Total Recreation Vehicles
    
    
    121,963
    
    
    
    9.7
    
    
    
    89,179
    
    
    
    8.4
    
    
    
    32,784
    
    
    
    36.8Buses
    
    
    3,979
    
    
    
    2.7
    
    
    
    2,468
    
    
    
    2.3
    
    
    
    1,511
    
    
    
    61.2Corporate
    
    
    (5,836
    )
    
    
    
    
    
    
    (2,722
    )
    
    
    
    
    
    
    (3,114
    )
    
    
    (114.4
    )Total
    
    $
    120,106
    
    
    
    8.6
    
    
    $
    88,925
    
    
    
    7.6
    
    
    $
    31,181
    
    
    
    35.1
 CONSOLIDATED
 ($ in 000)
  14




---



##### 



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
   Segment Reporting
 RECREATION VEHICLES
  Impact from Internal GrowthImpact
    
    Average Pricefrom Acquisition
    
    Per Unit
    
    Units
    
    Net ChangeRecreation VehiclesTowables
    
    
    4.7
    %
    
    
    (1.7
    )%
    
    
    20.0
    %
    
    
    23.0
    %Motorized
    
    
    
    
    
    
    3.6
    %
    
    
    (.8
    )%
    
    
    2.8
    %
 TOWABLE RECREATION VEHICLES
    MOTORIZED RECREATION VEHICLES
   15




---



##### 



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
  BUSES
  Impact
    
    Impact from Internal Growthfrom Acquisition
    
    Average Price Per Unit
    
    Units
    
    Net ChangeBuses
    
    
    17.9
    %
    
    
    9.4
    %
    
    
    10.4
    %
    
    
    37.7
    %
    Financial
Condition and Liquidity   $ (in 000)
   16
       MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
  Critical Accounting Principles
  Impairment of Goodwill, Trademarks and Long-Lived Assets
  Insurance Reserves
  Warranty
 17
       MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 Income Taxes
  Forward Looking Statements
  ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
  ITEM 4. Controls and Procedures
  18
       MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
   PART II    Other Information
 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
 (c) ISSUER PURCHASES OF EQUITY SECURITIES
 (c) Total Number
    
    (d) Maximum Numberof Shares
    
    (or Approximate(a) Total
    
    (b)
    
    (or Units)
    
    Dollar Value)Number
    
    Average
    
    Purchased as
    
    of Shares (or Units)of Shares
    
    Price Paid
    
    Part of Publicly
    
    that May Yet Be(or Units)
    
    Per Share
    
    Announced Plans
    
    Purchased Under thePeriod
    
    Purchased
    
    (or Unit)
    

or
Programs  (1)
    
    Plans or ProgramsNovember 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,132,800December 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,132,800January 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,132,800
 
 (1)
    
    On March 11, 2003, we announced that our Board of Directors had approved a share
repurchase program, pursuant to which up to 1,000,000 shares of our common stock may be
repurchased. In the second quarter of fiscal 2004, we affected a two-for-one stock split,
resulting in 2,000,000 shares authorized for repurchase under the program. At January 31,
2006, 1,132,800 common stock remained authorized for repurchase under the repurchase
program.
 ITEM 4. Submission of Matters to a Vote of Security Holders
  Director
    
    For
    
    Against
    
    Abstain
    
    Broker Non-VotesWade F. B. Thompson
    
    
    49,024,881
    
    
    
    
    
    
    
    4,832,635
    
    
    
    Jan H. Suwinski
    
    
    51,050,873
    
    
    
    
    
    
    
    2,806,643
    
    
    
    
   19




---



##### 



MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 ITEM 6. Exhibits
 a.)
    
    Exhibits31.1 Chief Executive Officers Certification filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2 Chief Financial Officers Certification filed pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32.1 Chief Executive Officers Certification furnished pursuant to Section 906 of
the Sarbanes-Oxley Act 2002.32.2 Chief Financial Officers Certification furnished pursuant to Section 906 of
the Sarbanes-Oxley Act 2002.
 20




---



##### 



SIGNATURES
  THOR INDUSTRIES, INC.(Registrant)DATE:
    
    February 28, 2006
    
    
    
    /s/
    
    Wade F. B. ThompsonWade F. B. ThompsonChairman of the Board, President and Chief Executive OfficerDATE:
    
    February 28, 2006
    
    
    
    /s/
    
    Walter L. BennettWalter L. BennettExecutive Vice President,Secretary and Chief Financial Officer
 21