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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 
 FORM 10-K
 
 (Mark one)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended July 31, 2008, Commission File Number 1-9235
 or
 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 Number)419 W. Pike Street, Jackson Center, Ohio
    
    45334-0629(Address of principal executive offices)
    
    (Zip Code)
   Title of each class:
    
    Name of each exchange on which registered:Common Stock (par value $.10 per share)
    
    New York Stock Exchange
  þ o
 o þ
 þ o
 þ o
  Large accelerated filer
þ

   

   Accelerated filer o


   Non-accelerated filer o
(Do not check if a smaller reporting company)


  Smaller reporting company
o
 o þ




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##### 



TABLE OF CONTENTS
 PART IITEM 1. BUSINESS
    
    
    1ITEM 1A. RISK FACTORS
    
    
    7ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    11ITEM 2. PROPERTIES
    
    
    11ITEM 3. LEGAL PROCEEDINGS
    
    
    13ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    13PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
    
    
    13ITEM 6. SELECTED FINANCIAL DATA
    
    
    14ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    14ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    25ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (UNAUDITED)
    
    
    26ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    26ITEM 9A. CONTROLS AND PROCEDURES
    
    
    26ITEM 9B. OTHER INFORMATION
    
    
    29PART IIIITEM 10. DIRECTORS , EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    29ITEM 11. EXECUTIVE COMPENSATION
    
    
    29ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
    
    
    29ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
    
    
    30ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    30PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    31SIGNATURES
    
    
    32EX-21.1EX-31.1EX-31.2EX-32.1EX-32.2
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##### Table of Contents



PART I
 Unless otherwise indicated, all amounts presented in thousands except units, square feet, share and
per share data.
 
 ITEM 1. BUSINESS
 General Development of Business
 www.thorindustries.com.
 Airstream (CrossRoads) Dutchmen Four
Winds Keystone Komfort Citair (Damon) Champion (General Coach), ElDorado
California ElDorado Kansas (Goshen
Coach)
 Recreation Vehicles
  Airstream
 Airstream Classic Safari International,
Bambi Base Camp Interstate
 Dutchmen
 Dutchmen Four Winds, Aero, T@b Grand Junction Colorado
 Four Winds
 Four Winds Hurricane Windsport,
Mandalay, Presidio, Dutchmen Chateau, Ventura Fun Mover
 CrossRoads
 Cross Terrain, Cruiser, Zinger Sunset Trail Tranquility Westchester.
 Citair
 General Coach Citation Corsair
 1




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Keystone
 Montana Springdale Hornet Sprinter Outback Laredo Everest Mountaineer Challenger Cougar
 Komfort
 Komfort Trailblazer
 Damon
 Daybreak, Challenger, Astoria, Tuscany Outlaw Avanti
 Breckenridge
  Buses
  ElDorado National
  Aerolite AeroElite Aerotech Escort MST Transmark EZ Rider, Axess,
 Champion Bus
 Challenger Defender Crusader
 General Coach
 American
Cruiser, Classic Coach, EZ Trans.
 Goshen Coach
 GC II Pacer
 Product Line Sales and Segment Information
  2




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2008
    
    
    2007
    
    
    2006Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %Recreation Vehicles:Towables
    
    $
    1,763,099
    
    
    
    67
    
    
    $
    1,890,100
    
    
    
    66
    
    
    $
    2,173,483
    
    
    
    71Motorized
    
    
    461,856
    
    
    
    17
    
    
    
    565,523
    
    
    
    20
    
    
    
    577,025
    
    
    
    19Total Recreation Vehicles
    
    
    2,224,955
    
    
    
    84
    
    
    
    2,455,623
    
    
    
    86
    
    
    
    2,750,508
    
    
    
    90Buses
    
    
    415,725
    
    
    
    16
    
    
    
    400,685
    
    
    
    14
    
    
    
    315,768
    
    
    
    10Total Net Sales
    
    $
    2,640,680
    
    
    
    100
    
    
    $
    2,856,308
    
    
    
    100
    
    
    $
    3,066,276
    
    
    
    100
 Recreation Vehicles
 Overview
   The Recreational  Park Trailer Association.
   Production
     3




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Seasonality
  Marketing and Distribution
     
 Joint Ventures
   4




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Backlog
   Warranties
  Buses
 Overview
 Axess
 Production
    Marketing and Distribution
   Backlog
  5




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Warranties
 
 Regulation
       Competition
 Recreation Vehicles
  Small and Mid-Size Buses
  6




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Trademarks and Patents
  Employee Relations
  Information About Foreign and Domestic Operations and Export Sales
  Forward Looking Statements
  Available Information
  
 ITEM 1A. RISK FACTORS
  7




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Risks Relating to Our Investigation
 The SEC is reviewing the facts and circumstances giving rise to the restatement of our previously
issued financial statements and related matters.
  Risks Relating To Our Business
 The recreation vehicle and small and mid-size bus industries are highly competitive.
  Our businesses are cyclical and this can lead to fluctuations in our operating results.
  External factors affecting our business.
  
    
    overall consumer confidence and the level of discretionary consumer spending;
    
    inventory levels, including the level of retail sales by our dealers;
    
    general economic conditions;
    
    demographics, such as the retirement of baby boomers;
    
    interest rates and the availability of credit;
    
    employment trends;
    
    the amount of backlog, which may be a predictor of near-term future revenues;
    
    fuel availability and prices;
    
    the adverse impact of terrorism on consumer spending and travel related activities; and
    
    increases in raw material costs.
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Two dealers accounted for an aggregate of 27% of our bus sales for fiscal year 2008. The loss of
either dealer could have a significant effect on our bus business.
 A significant portion of our sales of small and mid-size buses are derived from state and local
transportation authorities.
  Fuel shortages, or continuing high prices for fuel, could have a negative effect on sales of our
recreation vehicles.
  Our recreation vehicle business is seasonal, and this leads to fluctuations in sales, production
and net income.
  Our business is affected by the availability and terms of financing to dealers and retail
purchasers.
  Changes in consumer preferences for our products or our failure to gauge those preferences could
lead to reduced sales and additional costs.
  If the frequency and size of product liability and other claims against us rises, our business,
results of operations and financial condition may be harmed.
  9




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When we introduce new products into the marketplace we may incur expenses that we did not
anticipate, which, in turn, can result in reduced earnings.
  Our repurchase agreements with floor plan lenders could result in increased costs.
  For some of our components, we depend on a small group of suppliers, and the loss of any of these
suppliers could affect our ability to obtain components at competitive prices, which would decrease
our margins.
  Our business is subject to numerous federal, state and local regulations.
   10




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Risks Relating To Our Company
 Provisions in our charter documents and of Delaware law may make it difficult for a third party to
acquire our company and could depress the price of our common stock.
   We will continue to be effectively controlled by one of our shareholders.
  Our investments in auction rate securities are subject to risks which may cause losses and affect
the liquidity of these investments.
 
   
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
  11




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ApproximateBuildingNo. of
    
    AreaLocations
    
    Owned or Leased
    
    Buildings
    
    Square FeetRVs:Jackson Center, OH (Airstream)
    
    Owned
    
    
    9
    
    
    
    299,000Hensall, Ontario, Canada (Citair)
    
    Owned
    
    
    1
    
    
    
    97,000Oliver, B.C., Canada (Citair)
    
    Owned
    
    
    1
    
    
    
    55,000Middlebury, IN (Dutchmen)
    
    Owned
    
    
    1
    
    
    
    90,000Burley, ID (Dutchmen)
    
    Owned
    
    
    5
    
    
    
    162,000Goshen, IN (Dutchmen)
    
    Owned
    
    
    13
    
    
    
    659,000Bristol, IN (Dutchmen)
    
    Owned
    
    
    1
    
    
    
    54,000Goshen, IN (Aero-Dutchmen) (2)
    
    Leased
    
    
    1
    
    
    
    23,000Syracuse, IN (Aero-Dutchmen)
    
    Owned
    
    
    3
    
    
    
    133,000Syracuse, IN (Aero-Dutchmen) (1)
    
    Leased
    
    
    1
    
    
    
    49,000Elkhart, IN (Four Winds)
    
    Owned
    
    
    9
    
    
    
    707,000Elkhart, IN (Four Winds) (3)
    
    Leased
    
    
    2
    
    
    
    67,000Elkhart, IN (Damon)
    
    Owned
    
    
    8
    
    
    
    283,000Elkhart, IN (Damon) (4)
    
    Leased
    
    
    3
    
    
    
    41,000Nappanee, IN (Breckenridge)
    
    Owned
    
    
    2
    
    
    
    144,000Topeka, IN (CrossRoads)
    
    Owned
    
    
    5
    
    
    
    250,000Clackamas, OR (Komfort)
    
    Owned
    
    
    1
    
    
    
    107,000Moreno Valley, CA (5)
    
    Leased
    
    
    3
    
    
    
    166,000Moreno Valley, CA (6)
    
    Leased
    
    
    1
    
    
    
    49,000Goshen, IN (Keystone) (7)
    
    Leased
    
    
    4
    
    
    
    220,000Goshen, IN (Keystone)
    
    Owned
    
    
    12
    
    
    
    1,043,000Howe, IN (Keystone) (9)
    
    Leased
    
    
    1
    
    
    
    168,000Pendleton, OR (Keystone)
    
    Owned
    
    
    1
    
    
    
    146,000Pendleton, OR (Keystone) (8)
    
    Leased
    
    
    1
    
    
    
    63,000Buses:Salina, KS (ElDorado Kansas)
    
    Owned
    
    
    2
    
    
    
    252,000Riverside, CA (ElDorado California)
    
    Owned
    
    
    1
    
    
    
    227,000Imlay City, Michigan (Champion Bus)
    
    Owned
    
    
    5
    
    
    
    201,000Elkhart, IN (Goshen Coach)
    
    Owned
    
    
    3
    
    
    
    126,000Total
    
    
    
    
    
    
    100
    
    
    
    5,881,000
 
 (1)
    
    This location is occupied under a net lease which expires in 2010 with option to purchase.(2)
    
    This location is occupied under a net lease which expires late in 2008.(3)
    
    These locations are occupied under net leases expiring at various times starting in 2009.(4)
    
    These locations are occupied under net leases expiring at various times starting in late 2008
thru 2013.(5)
    
    This location is occupied under a net lease which expires in 2010. This property was sublet
to the buyers of Thor California as of June 2008.(6)
    
    This location is under a net lease which expires in 2010.(7)
    
    These locations are occupied under net leases, expiring at various periods starting in 2009
thru 2012. Leases have extensions and or options to purchase.(8)
    
    This location is occupied under a net lease expiring in November 2011 with an option to renew
for 7 years.(9)
    
    This location is occupied under a net lease expiring in 2010. 12




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ITEM 3. LEGAL PROCEEDINGS
    
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 PART II
 
 ITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
 Market Information
  Fiscal 2008
    
    Fiscal 2007High
    
    Low
    
    High
    
    LowFirst Quarter
    
    $
    52.31
    
    
    $
    38.68
    
    
    $
    48.32
    
    
    $
    39.16Second Quarter
    
    
    47.48
    
    
    
    29.72
    
    
    
    48.02
    
    
    
    41.11Third Quarter
    
    
    36.91
    
    
    
    26.73
    
    
    
    48.32
    
    
    
    38.50Fourth Quarter
    
    
    31.32
    
    
    
    19.62
    
    
    
    46.82
    
    
    
    39.65
 Holders
  Dividends
  Equity Compensation Plan Information
 13




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ITEM 6. SELECTED FINANCIAL DATA
 Fiscal years ended July 31,2008
    
    2007
    
    2006
    
    2005
    
    2004Income statement data:Net sales (2) (3)
    
    $
    2,640,680
    
    
    $
    2,856,308
    
    
    $
    3,066,276
    
    
    $
    2,558,141
    
    
    $
    2,187,739Net income (2) (3)
    
    
    92,706
    
    
    
    134,731
    
    
    
    163,405
    
    
    
    119,143
    
    
    
    104,513Earnings per common share (1) (2) (3)Basic
    
    
    1.67
    
    
    
    2.42
    
    
    
    2.89
    
    
    
    2.10
    
    
    
    1.83Diluted
    
    
    1.66
    
    
    
    2.41
    
    
    
    2.87
    
    
    
    2.09
    
    
    
    1.81Dividends declared per common share (1)
    
    
    2.28
    
    
    
    1.28
    
    
    
    .19
    
    
    
    .42
    
    
    
    .09Dividends paid per common share (1)
    
    
    2.28
    
    
    
    1.28
    
    
    
    .49
    
    
    
    .12
    
    
    
    .09Balance sheet data:Total assets (2) (3)
    
    $
    996,562
    
    
    $
    1,059,297
    
    
    $
    1,004,725
    
    
    $
    853,893
    
    
    $
    762,163
 
 (1)
    
    Per share amounts were adjusted for the two-for-one stock split in January 2004.(2)
    
    Selected financial data for 2008, 2007, 2006, 2005 and 2004 include the results of Damon
Corporation, which was acquired on September 2, 2003.(3)
    
    Selected financial data for 2008, 2007, 2006 and 2005 includes the results of CrossRoads RV,
which was acquired on November 1, 2004, and Goshen Coach, Inc. which was acquired on May 27,
2005. 
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Executive Overview
      Trends and Business Outlook
  14




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15




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FISCAL 2008 VS. FISCAL 2007
 ChangeFiscal 2008
    
    
    
    
    
    Fiscal 2007
    
    
    
    
    
    Amount
    
    
    %NET SALESRecreation VehiclesTowables
    
    $
    1,763,099
    
    
    
    
    
    
    $
    1,890,100
    
    
    
    
    
    
    $
    (127,001
    )
    
    
    (6.7
    )Motorized
    
    
    461,856
    
    
    
    
    
    
    
    565,523
    
    
    
    
    
    
    
    (103,667
    )
    
    
    (18.3
    )Total Recreation Vehicles
    
    
    2,224,955
    
    
    
    
    
    
    
    2,455,623
    
    
    
    
    
    
    
    (230,668
    )
    
    
    (9.4
    )Buses
    
    
    415,725
    
    
    
    
    
    
    
    400,685
    
    
    
    
    
    
    
    15,040
    
    
    
    3.8Total
    
    $
    2,640,680
    
    
    
    
    
    
    $
    2,856,308
    
    
    
    
    
    
    $
    (215,628
    )
    
    
    (7.5
    )# OF UNITSRecreation VehiclesTowables
    
    
    78,888
    
    
    
    
    
    
    
    87,506
    
    
    
    
    
    
    
    (8,618
    )
    
    
    (9.8
    )Motorized
    
    
    5,863
    
    
    
    
    
    
    
    7,634
    
    
    
    
    
    
    
    (1,771
    )
    
    
    (23.2
    )Total Recreation Vehicles
    
    
    84,751
    
    
    
    
    
    
    
    95,140
    
    
    
    
    
    
    
    (10,389
    )
    
    
    (10.9
    )Buses
    
    
    6,280
    
    
    
    
    
    
    
    6,497
    
    
    
    
    
    
    
    (217
    )
    
    
    (3.3
    )Total
    
    
    91,031
    
    
    
    
    
    
    
    101,637
    
    
    
    
    
    
    
    (10,606
    )
    
    
    (10.4
    )% of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    ChangeNet Sales
    
    
    
    
    
    

Net Sales
    
    
    Amount
    
    
    %GROSS PROFITRecreation VehiclesTowables
    
    $
    246,505
    
    
    
    14.0
    
    
    $
    273,445
    
    
    
    14.5
    
    
    $
    (26,940
    )
    
    
    (9.9
    )Motorized
    
    
    35,928
    
    
    
    7.8
    
    
    
    55,334
    
    
    
    9.8
    
    
    
    (19,406
    )
    
    
    (35.1
    )Total Recreation Vehicles
    
    
    282,433
    
    
    
    12.7
    
    
    
    328,779
    
    
    
    13.4
    
    
    
    (46,346
    )
    
    
    (14.1
    )Buses
    
    
    39,993
    
    
    
    9.6
    
    
    
    34,516
    
    
    
    8.6
    
    
    
    5,477
    
    
    
    15.9Total
    
    $
    322,426
    
    
    
    12.2
    
    
    $
    363,295
    
    
    
    12.7
    
    
    $
    (40,869
    )
    
    
    (11.2
    )SELLING, GENERAL AND
ADMINISTRATIVE EXPENSESRecreation VehiclesTowables
    
    $
    102,356
    
    
    
    5.8
    
    
    $
    107,804
    
    
    
    5.7
    
    
    $
    (5,448
    )
    
    
    (5.1
    )Motorized
    
    
    28,899
    
    
    
    6.3
    
    
    
    30,068
    
    
    
    5.3
    
    
    
    (1,169
    )
    
    
    (3.9
    )Total Recreation Vehicles
    
    
    131,255
    
    
    
    5.9
    
    
    
    137,872
    
    
    
    5.6
    
    
    
    (6,617
    )
    
    
    (4.8
    )Buses
    
    
    18,088
    
    
    
    4.4
    
    
    
    14,809
    
    
    
    3.7
    
    
    
    3,279
    
    
    
    22.1Corporate
    
    
    27,725
    
    
    
    
    
    
    
    25,016
    
    
    
    
    
    
    
    2,709
    
    
    
    10.8Total
    
    $
    177,068
    
    
    
    6.7
    
    
    $
    177,697
    
    
    
    6.2
    
    
    $
    (629
    )
    
    
    (.4
    )INCOME BEFORE INCOME TAXESRecreation VehiclesTowables
    
    $
    146,306
    
    
    
    8.3
    
    
    $
    165,259
    
    
    
    8.7
    
    
    $
    (18,953
    )
    
    
    (11.5
    )Motorized
    
    
    (522
    )
    
    
    (.1
    )
    
    
    25,140
    
    
    
    4.4
    
    
    
    (25,662
    )
    
    
    (102.1
    )Total Recreation Vehicles
    
    
    145,784
    
    
    
    6.6
    
    
    
    190,399
    
    
    
    7.8
    
    
    
    (44,615
    )
    
    
    (23.4
    )Buses
    
    
    21,132
    
    
    
    5.1
    
    
    
    18,997
    
    
    
    4.7
    
    
    
    2,135
    
    
    
    11.2Corporate
    
    
    (14,509
    )
    
    
    
    
    
    
    (12,536
    )
    
    
    
    
    
    
    (1,973
    )
    
    
    15.7Total
    
    $
    152,407
    
    
    
    5.8
    
    
    $
    196,860
    
    
    
    6.9
    
    
    $
    (44,453
    )
    
    
    (22.6
    )
 ORDER BACKLOG
 As of
    
    
    As of
    
    
    ChangeJuly 31, 2008
    
    
    July 31, 2007
    
    
    Amount
    
    
    %Recreation VehiclesTowables
    
    $
    106,792
    
    
    $
    276,136
    
    
    $
    (169,344
    )
    
    
    (61.3
    )Motorized
    
    
    38,774
    
    
    
    84,718
    
    
    
    (45,944
    )
    
    
    (54.2
    )Total Recreation Vehicles
    
    
    145,566
    
    
    
    360,854
    
    
    $
    (215,288
    )
    
    
    (59.7
    )Buses
    
    
    260,805
    
    
    
    228,862
    
    
    
    31,943
    
    
    
    14.0Total
    
    $
    406,371
    
    
    $
    589,716
    
    
    $
    (183,345
    )
    
    
    (31.1
    )
 16




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CONSOLIDATED
    Segment Reporting
 RECREATION VEHICLES
  Average PricePer Unit
    
    Units
    
    Net ChangeRecreation VehiclesTowables
    
    
    3.1
    %
    
    
    (9.8
    )%
    
    
    (6.7
    )%Motorized
    
    
    4.9
    %
    
    
    (23.2
    )%
    
    
    (18.3
    )%
 TOWABLE RECREATION VEHICLES
    MOTORIZED RECREATION VEHICLES
    17




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BUSES
  Average Price Per Unit
    
    Units
    
    Net ChangeBuses
    
    
    7.1
    %
    
    
    (3.3
    )%
    
    
    3.8
    %
    18




---



##### Table of Contents



FISCAL 2007 VS. FISCAL 2006
 ChangeFiscal 2007
    
    
    
    
    
    
    Fiscal 2006
    
    
    
    
    
    
    Amount
    
    
    %NET SALESRecreation VehiclesTowables
    
    $
    1,890,100
    
    
    
    
    
    
    $
    2,173,483
    
    
    
    
    
    
    $
    (283,383
    )
    
    
    (13.0
    )Motorized
    
    
    565,523
    
    
    
    
    
    
    
    577,025
    
    
    
    
    
    
    
    (11,502
    )
    
    
    (2.0
    )Total Recreation Vehicles
    
    
    2,455,623
    
    
    
    
    
    
    
    2,750,508
    
    
    
    
    
    
    
    (294,885
    )
    
    
    (10.7
    )Buses
    
    
    400,685
    
    
    
    
    
    
    
    315,768
    
    
    
    
    
    
    
    84,917
    
    
    
    26.9Total
    
    $
    2,856,308
    
    
    
    
    
    
    $
    3,066,276
    
    
    
    
    
    
    $
    (209,968
    )
    
    
    (6.8
    )# OF UNITSRecreation VehiclesTowables
    
    
    87,506
    
    
    
    
    
    
    
    112,103
    
    
    
    
    
    
    
    (24,597
    )
    
    
    (21.9
    )Motorized
    
    
    7,634
    
    
    
    
    
    
    
    7,860
    
    
    
    
    
    
    
    (226
    )
    
    
    (2.9
    )Total Recreation Vehicles
    
    
    95,140
    
    
    
    
    
    
    
    119,963
    
    
    
    
    
    
    
    (24,823
    )
    
    
    (20.7
    )Buses
    
    
    6,497
    
    
    
    
    
    
    
    5,725
    
    
    
    
    
    
    
    772
    
    
    
    13.5Total
    
    
    101,637
    
    
    
    
    
    
    
    125,688
    
    
    
    
    
    
    
    (24,051
    )
    
    
    (19.1
    )% of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    ChangeNet Sales
    
    
    
    
    
    
    Net Sales
    
    
    Amount
    
    
    %GROSS PROFITRecreation VehiclesTowables
    
    $
    273,445
    
    
    
    14.5
    
    
    $
    350,954
    
    
    
    16.1
    
    
    $
    (77,509
    )
    
    
    (22.1
    )Motorized
    
    
    55,334
    
    
    
    9.8
    
    
    
    55,622
    
    
    
    9.6
    
    
    
    (288
    )
    
    
    (0.5
    )Total Recreation Vehicles
    
    
    328,779
    
    
    
    13.4
    
    
    
    406,576
    
    
    
    14.8
    
    
    
    (77,797
    )
    
    
    (19.1
    )Buses
    
    
    34,516
    
    
    
    8.6
    
    
    
    24,882
    
    
    
    7.9
    
    
    
    9,634
    
    
    
    38.7Total
    
    $
    363,295
    
    
    
    12.7
    
    
    $
    431,458
    
    
    
    14.1
    
    
    $
    (68,163
    )
    
    
    (15.8
    )SELLING, GENERAL AND
ADMINISTRATIVE EXPENSESRecreation VehiclesTowables
    
    $
    107,804
    
    
    
    5.7
    
    
    $
    121,778
    
    
    
    5.6
    
    
    $
    (13,974
    )
    
    
    (11.5
    )Motorized
    
    
    30,068
    
    
    
    5.3
    
    
    
    28,147
    
    
    
    4.9
    
    
    
    1,921
    
    
    
    6.8Total Recreation Vehicles
    
    
    137,872
    
    
    
    5.6
    
    
    
    149,925
    
    
    
    5.5
    
    
    
    (12,053
    )
    
    
    (8.0
    )Buses
    
    
    14,809
    
    
    
    3.7
    
    
    
    14,577
    
    
    
    4.6
    
    
    
    232
    
    
    
    1.6Corporate
    
    
    25,016
    
    
    
    
    
    
    
    19,424
    
    
    
    
    
    
    
    5,592
    
    
    
    28.8Total
    
    $
    177,697
    
    
    
    6.2
    
    
    $
    183,926
    
    
    
    6.0
    
    
    $
    (6,229
    )
    
    
    (3.4
    )INCOME BEFORE INCOME TAXESRecreation VehiclesTowables
    
    $
    165,259
    
    
    
    8.7
    
    
    $
    228,592
    
    
    
    10.5
    
    
    $
    (63,333
    )
    
    
    (27.7
    )Motorized
    
    
    25,140
    
    
    
    4.4
    
    
    
    27,404
    
    
    
    4.7
    
    
    
    (2,264
    )
    
    
    (8.3
    )Total Recreation Vehicles
    
    
    190,399
    
    
    
    7.8
    
    
    
    255,996
    
    
    
    9.3
    
    
    
    (65,597
    )
    
    
    (25.6
    )Buses
    
    
    18,997
    
    
    
    4.7
    
    
    
    9,356
    
    
    
    3.0
    
    
    
    9,641
    
    
    
    103.0Corporate
    
    
    (12,536
    )
    
    
    
    
    
    
    (9,241
    )
    
    
    
    
    
    
    (3,295
    )
    
    
    (35.7
    )Total
    
    $
    196,860
    
    
    
    6.9
    
    
    $
    256,111
    
    
    
    8.4
    
    
    $
    (59,251
    )
    
    
    (23.1
    )
 ORDER BACKLOG
 As of
    
    
    As of
    
    
    ChangeJuly 31, 2007
    
    
    July 31, 2006
    
    
    Amount
    
    
    %Recreation VehiclesTowables
    
    $
    276,136
    
    
    $
    229,823
    
    
    $
    46,313
    
    
    
    20.2Motorized
    
    
    84,718
    
    
    
    103,214
    
    
    
    (18,496
    )
    
    
    (17.9
    )Total Recreation Vehicles
    
    
    360,854
    
    
    
    333,037
    
    
    
    27,817
    
    
    
    8.4Buses
    
    
    228,862
    
    
    
    216,454
    
    
    
    12,408
    
    
    
    5.7Total
    
    $
    589,716
    
    
    $
    549,491
    
    
    $
    40,225
    
    
    
    7.3
 19




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##### Table of Contents



CONSOLIDATED
    Segment Reporting
 RECREATION VEHICLES
  Average PricePer Unit
    
    Units
    
    Net ChangeRecreation VehiclesTowables
    
    
    9.0
    %
    
    
    (22.0
    )%
    
    
    (13.0
    )%Motorized
    
    
    .9
    %
    
    
    (2.9
    )%
    
    
    (2.0
    )%
 TOWABLE RECREATION VEHICLES
    MOTORIZED RECREATION VEHICLES
   20




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##### Table of Contents



BUSES
  Average Price Per Unit
    
    Units
    
    Net ChangeBuses
    
    
    13.4
    %
    
    
    13.5
    %
    
    
    26.9
    %
    Financial Condition and Liquidity
       21




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##### Table of Contents



Critical Accounting Principles
  Impairment of Goodwill, Trademarks and Long-Lived Assets
  Insurance Reserves
  Warranty
  22




---



##### Table of Contents



Income Taxes
   Revenue Recognition
       Repurchase Commitments
  23




---



##### Table of Contents



Principal Contractual Obligations and Commercial Commitments
  Contractual
    
    Payments Due By PeriodObligations
    
    Total
    
    
    Fiscal 2009
    
    
    Fiscal 2010-2011
    
    
    Fiscal 2012-2013
    
    
    After 5 YearsOperating leases
    
    $
    8,759
    
    
    $
    3,555
    
    
    $
    4,148
    
    
    $
    959
    
    
    $
    97Consigned Inventory
    
    
    38,639
    
    
    
    38,639
    
    
    
    
    
    
    
    
    
    
    
    Unrecognized tax benefits (1)
    
    
    2,200
    
    
    
    2,200
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    49,598
    
    
    $
    44,394
    
    
    $
    4,148
    
    
    $
    959
    
    
    $
    97
 
 (1)
    
    We have included in unrecognized tax benefits, approximately $2,200 for payments expected to
be made in fiscal 2009. Unrecognized tax benefits in the amount of approximately $29,300 have
been excluded from the table because we are unable to determine a reasonably reliable estimate
of the timing of future payment. Other
    
    Total
    
    
    Amount of Commitment Expiration Per PeriodCommercial
    
    Amounts
    
    
    Less Than 1Commitments
    
    Committed
    
    
    Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    Over 5 YearsGuarantees
    
    $
    1,786
    
    
    $
    1,786
    
    
    $
    
    
    
    $
    
    
    
    $
    Standby repurchase obligations
    
    $
    817,248
    
    
    $
    817,248
    
    
    $
    
    
    
    $
    
    
    
    $
    Total commercial commitments
    
    $
    819,034
    
    
    $
    819,034
    
    
    $
    
    
    
    $
    
    
    
    $
    
 Accounting Pronouncements
   Business Combinations
 
    
    Transaction costs, many of which are currently treated as costs of the acquisition, will
generally be expensed.
    
    In-process research and development will be accounted for as an asset, with the cost
recognized as the research and development is realized or abandoned. These costs are
currently expensed at the time of the acquisition.
    
    Contingencies, including contingent consideration, will generally be recorded at fair value
with subsequent adjustments recognized in operations. Contingent consideration is currently
accounted for as an adjustment of the purchase price.
    
    Decreases in valuation allowances on acquired deferred tax assets will be recognized in
operations. Previously such changes were considered to be subsequent changes in
consideration and were recorded as decreases in goodwill.
   24




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
       25




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (UNAUDITED)  SEE ITEM 15
 Quarterly Financial Data
 October 31
    
    January 31
    
    April 30
    
    July 31Fiscal 2008Net Sales
    
    $
    763,736
    
    
    $
    599,170
    
    
    $
    707,931
    
    
    $
    569,843Gross profit
    
    
    101,275
    
    
    
    69,717
    
    
    
    89,999
    
    
    
    61,435Net income
    
    
    38,209
    
    
    
    21,602
    
    
    
    27,854
    
    
    
    5,041Earnings per common shareBasic
    
    
    .69
    
    
    
    .39
    
    
    
    .51
    
    
    
    .09Diluted
    
    
    .68
    
    
    
    .39
    
    
    
    .50
    
    
    
    .09Dividends declared per common share
    
    
    2.07
    
    
    
    .07
    
    
    
    .07
    
    
    
    .07Dividends paid per common share
    
    
    2.07
    
    
    
    .07
    
    
    
    .07
    
    
    
    .07Market prices per common shareHigh
    
    $
    52.31
    
    
    $
    47.48
    
    
    $
    36.91
    
    
    $
    31.32Low
    
    $
    38.68
    
    
    $
    29.72
    
    
    $
    26.73
    
    
    $
    19.62
 October 31
    
    January 31
    
    April 30
    
    July 31Fiscal 2007Net Sales
    
    $
    727,716
    
    
    $
    584,049
    
    
    $
    789,643
    
    
    $
    754,900Gross profit
    
    
    89,168
    
    
    
    61,169
    
    
    
    102,980
    
    
    
    109,978Net income
    
    
    30,597
    
    
    
    18,252
    
    
    
    35,569
    
    
    
    50,313Earnings per common shareBasic
    
    
    .55
    
    
    
    .33
    
    
    
    .64
    
    
    
    .90Diluted
    
    
    .55
    
    
    
    .33
    
    
    
    .64
    
    
    
    .90Dividends declared per common share
    
    
    1.07
    
    
    
    .07
    
    
    
    .07
    
    
    
    .07Dividends paid per common share
    
    
    1.07
    
    
    
    .07
    
    
    
    .07
    
    
    
    .07Market prices per common shareHigh
    
    $
    48.32
    
    
    $
    48.02
    
    
    $
    48.32
    
    
    $
    46.82Low
    
    $
    39.16
    
    
    $
    41.11
    
    
    $
    38.50
    
    
    $
    39.65
 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Part A
 Disclosure Controls and Procedures.
  26




---



##### Table of Contents



Part B
 Managements Annual Report on Internal Control Over Financial Reporting
     Part C
 Changes in Internal Control Over Financial Reporting
  Part D
 Attestation Report of Independent Registered Public Accounting Firm
 27




---



##### Table of Contents



Internal Control
 Integrated Framework
    Internal Control 
Integrated Framework
  
 28




---



##### Table of Contents



ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
   
 ITEM 11. EXECUTIVE COMPENSATION
 ;
 Compensation Committee Interlocks and Insider Participation
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER
MATTERS
 Equity Compensation Plan Information
  Number of securitiesNumber of securities
    
    
    
    
    
    
    remaining available forto be issued
    
    
    Weighted-average
    
    
    future issuance underupon exercise of
    
    
    exercise price of
    
    
    equity compensation plansoutstanding options,
    
    
    outstanding options
    
    
    (excluding securitieswarrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))Plan Category
    
    (a)
    
    
    (b)
    
    
    (c)Equity compensation plans approved by security holders
    
    
    514,561
    (1)
    
    $
    23.48
    
    
    
    900,000
    (2)Equity compensation plans not approved by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    514,561
    
    
    $
    23.48
    
    
    
    900,000
 29




---



##### Table of Contents



(1)
    
    Represents shares underlying stock options granted pursuant to the Thor Industries, Inc. 2006
Equity Incentive Plan (the 2006 Plan), and the Thor Industries, Inc. 1999 Stock Option Plan (the
1999 Plan). The 1999 Plan was frozen in 2006 upon the adoption of the 2006 Plan.(2)
    
    Represents shares remaining available for future issuance pursuant to the 2006 Plan.  
 ITEM 13 . CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  30




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a) (1) Financial Statements
 PageReport of Independent Registered Public Accounting Firm
    
    F-1Consolidated Balance Sheets, July 31, 2008 and 2007
    
    F-2Consolidated Statements of Income for the Years Ended July 31, 2008, 2007 and 2006
    
    F-4Consolidated Statements of Stockholders Equity, and Comprehensive Income for the Years
Ended July 31, 2008, 2007 and 2006
    
    F-5Consolidated Statements of Cash Flows for the Years Ended July 31, 2008, 2007 and 2006
    
    F-6Notes to Consolidated Financial Statements for the Years Ended July 31, 2008, 2007 and 2006
    
    F-7
 (b) Exhibits
 Exhibit
    
    Description3.1
    
    Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3(a) of the Companys Annual
Report on Form 10-K for the fiscal year ended July 31, 2001)3.2
    
    Certificate of Amendment to Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2
of the Companys Annual Report on Form 10-K for the fiscal year ended July 31, 2004)3.3
    
    By-laws (incorporated by reference to Exhibit 3(b) of the Companys Registration Statement No. 33-13827)4.1
    
    Form of Common Stock Certificate. (incorporated by reference to Exhibit 4(a) of the Companys Annual Report on Form 10-K
for the fiscal year ended July 31, 1987)10.1
    
    Thor Industries, Inc. 1999 Stock Option Plan (incorporated by reference to Exhibit 4.1 of the Companys Registration
Statement on Form S-8 dated November 5, 1999)10.2
    
    Thor Industries, Inc. Restricted Stock Plan (incorporated by reference to Exhibit 4.1 of the Companys Registration
Statement on Form S-8 dated December 3, 1997)10.3
    
    Thor Industries, Inc. Select Executive Incentive Plan (incorporated by reference to Exhibit 10(c) of the Companys Annual
Report on Form 10-K for the fiscal year ended July 31, 2000)10.4
    
    Thor Industries, Inc. 2006 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 of the Companys Annual
Report on Form 10-K for the fiscal year ended July 31, 2007)10.5
    
    Thor Industries, Inc. Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.5 of the
Companys Annual Report on For 10-K for the fiscal year ended July 31, 2007)10.6
    
    Amendment to Thor Industries, Inc. Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 of
the Companys Annual Report on Form 10K for the fiscal year ended July 31, 2007)10.7
    
    Offer Letter of Christian G. Farman (incorporated by reference to Exhibit 10.1 of the Companys 8-K dated May 6, 2008)10.8
    
    Thor Industries, Inc. Form of Indemnification Agreement for executive officers and directors of the Company (incorporated
by reference to Exhibit 10.2 of the Companys 8-K dated May 6, 2008)10.9
    
    Thor Industries, Inc. Form of Stock Option Agreement (incorporated by reference to Exhibit 10.3 of the Companys 8-K
dated May 6, 2008)10.10
    
    Thor Industries, Inc. Form of
Restricted Stock Award Certificate and Restricted Stock Award Agreement  for grants to
directors (incorporated by reference to Exhibit 10.4 of the Companys 8-K dated May 6, 2008)10.11
    
    Thor Industries, Inc. Form of
Restricted Stock Award Certificate and Restricted Stock Award Agreement  for grants to
employees and consultants (incorporated by reference to Exhibit 10.5 of the companys 8-K dated May 6, 2008)14.1
    
    Thor Industries, Inc. Business Ethics Policy (Incorporated by reference to Exhibit 14.1 of the Companys Annual Report on
Form 10-K/A for the fiscal year ended July 31, 2003)21.1
    
    Subsidiaries of the Company*31.1
    
    Certification of the Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*31.2
    
    Certification of the Chief Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*32.1
    
    Certification of the Chief Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**32.2
    
    Certification of the Chief
Financial Officer furnished pursuant to Section 906 of the Sarbanes  Oxley Act of 2002**
 
 *
    
    Filed herewith**
    
    Furnished herewith 31




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##### Table of Contents



(Signed)
    
    /S/ Wade F.B. ThompsonWade F. B. ThompsonChairman, President, and Chief Executive Officer
   (Signed)
    
    /S/ Peter B. Orthwein
    
    
    
    (Signed)
    
    /S/ Christian G. FarmanPeter B. Orthwein
    
    
    
    
    
    Christian G. FarmanVice Chairman, Treasurer and
    
    
    
    
    
    Chief Financial OfficerDirector
    
    
    
    
    
    (Principal Financial Officer & PrincipalAccounting Officer)Date: September 29, 2008
    
    
    
    Date: September 29, 2008(Signed)
    
    /S/ Wade F.B. Thompson
    
    
    
    (Signed)
    
    /S/ Alan SiegelWade F. B. Thompson
    
    
    
    
    
    Alan SiegelChairman, President, Chief Executive
    
    
    
    
    
    DirectorOfficer and Director (Principal Executive Officer)Date: September 29, 2008
    
    
    
    Date: September 29, 2008(Signed)
    
    /S/ William C. Tomson
    
    
    
    (Signed)
    
    /S/ Neil D. ChrismanWilliam C. Tomson
    
    
    
    
    
    Neil D. ChrismanDirector
    
    
    
    
    
    DirectorDate: September 29, 2008
    
    
    
    Date: September 29, 2008(Signed)
    
    /S/ H. Coleman Davis
    
    
    
    (Signed)
    
    /S/ Jan H. SuwinskiH. Coleman Davis
    
    
    
    
    

    Jan H. SuwinskiDirector
    
    
    
    
    

    DirectorDate: September 29, 2008
    
    
    
    Date: September 29, 2008(Signed)
    
    /S/ Geoffrey A. ThompsonGeoffrey A. ThompsonDirectorDate: September 29, 2008
 32




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##### Table of Contents



Internal ControlIntegrated Framework
 
 F-1




---



##### Table of Contents



Consolidated Balance Sheets, July 31, 2008 and 2007
 2008
    
    
    2007AssetsCurrent assets:Cash and cash equivalents
    
    $
    189,620
    
    
    $
    171,889Investments-short term (Note A)
    
    
    
    
    
    
    174,575Accounts receivable:Trade, less allowance for doubtful accounts  $295 in 2008 and $122 in 2007 (Note A)
    
    
    136,866
    
    
    
    171,596Other
    
    
    9,489
    
    
    
    5,799Inventories (Note D)
    
    
    152,582
    
    
    
    168,980Deferred income taxes and other (Note F)
    
    
    39,363
    
    
    
    12,689Total current assets
    
    
    527,920
    
    
    
    705,528Property, plant and equipment:Land
    
    
    21,090
    
    
    
    21,795Buildings and improvements
    
    
    135,167
    
    
    
    134,352Machinery and equipment
    
    
    71,965
    
    
    
    64,572Total cost
    
    
    228,222
    
    
    
    220,719Less accumulated depreciation
    
    
    74,992
    
    
    
    63,477Net property, plant and equipment
    
    
    153,230
    
    
    
    157,242Investments  Joint ventures (Note K)
    
    
    3,269
    
    
    
    2,671Other assets:Long term investments
    
    
    126,403
    
    
    
    Goodwill (Note C)
    
    
    158,128
    
    
    
    165,663Noncompete agreements  Net (Note C)
    
    
    1,093
    
    
    
    1,906Trademarks (Note C)
    
    
    13,900
    
    
    
    13,900Other
    
    
    12,619
    
    
    
    12,387Total other assets
    
    
    312,143
    
    
    
    193,856Total
    
    $
    996,562
    
    
    $
    1,059,297
 See notes to consolidated financial statements.
 F-2




---



##### Table of Contents



2008
    
    
    2007Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    96,158
    
    
    $
    123,433Accrued liabilities:Compensation and related items
    
    
    24,845
    
    
    
    39,242Product warranties (Note M)
    
    
    61,743
    
    
    
    64,310Taxes
    
    
    26,050
    
    
    
    17,991Promotions and rebates
    
    
    10,781
    
    
    
    11,697Product/property liability and related liabilities
    
    
    12,560
    
    
    
    11,691Other
    
    
    16,279
    
    
    
    8,835Total current liabilities
    
    
    248,416
    
    
    
    277,199Deferred income taxes and other liabilities (Note F)
    
    
    19,118
    
    
    
    15,767Unrecognized tax benefits
    
    
    29,332
    
    
    
    Total long term liabilities
    
    
    48,450
    
    
    
    15,767Contingent liabilities and commitments (Note I)
    
    
    
    
    
    
    Stockholders equity (Note J):Preferred stockauthorized 1,000,000 shares; none outstanding
    
    
    
    
    
    
    Common stockpar value of $.10 a share; authorized, 250,000,000 shares;
issued 57,317,263 shares at July 31, 2008 and 57,222,404 shares at July
31, 2007
    
    
    5,732
    
    
    
    5,722Additional paid-in capital
    
    
    93,683
    
    
    
    90,247Retained earnings
    
    
    675,928
    
    
    
    727,729Accumulated other comprehensive income
    
    
    (1,963
    )
    
    
    2,756Less treasury shares of 1,877,339 in 2008 and 1,441,600 in 2007, at cost
    
    
    (73,684
    )
    
    
    (60,123
    )Total stockholders equity
    
    
    699,696
    
    
    
    766,331Total
    
    $
    996,562
    
    
    $
    1,059,297
 See notes to consolidated financial statements.
 F-3




---



##### Table of Contents



Consolidated Statements of Income for the Years Ended July 31, 2008, 2007 and 2006
 2008
    
    
    2007
    
    
    2006Net sales
    
    $
    2,640,680
    
    
    $
    2,856,308
    
    
    $
    3,066,276Cost of products sold (2008 includes
impairment and other charges of $7,237)
    
    
    2,318,254
    
    
    
    2,493,013
    
    
    
    2,634,818Gross profit
    
    
    322,426
    
    
    
    363,295
    
    
    
    431,458Selling, general and administrative expenses
    
    
    177,068
    
    
    
    177,697
    
    
    
    183,926Impairment of goodwill
    
    
    7,535
    
    
    
    
    
    
    
    Amortization of intangibles
    
    
    813
    
    
    
    935
    
    
    
    949Gain on sale of property
    
    
    2,308
    
    
    
    
    
    
    
    Interest income
    
    
    11,511
    
    
    
    11,376
    
    
    
    9,020Interest expense
    
    
    1,315
    
    
    
    774
    
    
    
    1,248Other income
    
    
    2,893
    
    
    
    1,595
    
    
    
    1,756Income before income taxes
    
    
    152,407
    
    
    
    196,860
    
    
    
    256,111Income taxes (Note F)
    
    
    59,701
    
    
    
    62,129
    
    
    
    92,706Net income
    
    $
    92,706
    
    
    $
    134,731
    
    
    $
    163,405Earnings per common share (Note A)Basic
    
    $
    1.67
    
    
    $
    2.42
    
    
    $
    2.89Diluted
    
    $
    1.66
    
    
    $
    2.41
    
    
    $
    2.87
 See notes to consolidated financial statements.
 F-4




---



##### Table of Contents



Consolidated Statements of Stockholders Equity and Comprehensive Income for the Years Ended July 31, 2008, 2007 and 2006
 AccumulatedAdditional
    
    
    Restricted
    
    
    Other
    
    
    
    
    
    
    Compre-Treasury Stock
    
    
    Common Stock
    
    
    Paid-In
    
    
    Stock
    
    
    Comprehensive
    
    
    Retained
    
    
    hensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Plan
    
    
    Income (Loss)
    
    
    Earnings
    
    
    IncomeJuly 31, 2005
    
    
    256,000
    
    
    $
    (7,031
    )
    
    
    56,933,483
    
    
    $
    5,693
    
    
    $
    82,652
    
    
    $
    (747
    )
    
    $
    943
    
    
    $
    511,681Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    163,405
    
    
    $
    163,405Shares purchased
    
    
    1,145,200
    
    
    
    (51,462
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock option activity
    
    
    
    
    
    
    
    
    
    
    171,003
    
    
    
    17
    
    
    
    3,331
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted stock activity
    
    
    
    
    
    
    
    
    
    
    (4,200
    )
    
    
    
    
    
    
    191
    
    
    
    42
    
    
    
    
    
    
    
    
    
    
    
    Cash dividends  $.19 per common share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (10,764
    )
    
    
    Adoption of SFAS123R
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (494
    )
    
    
    494
    
    
    
    
    
    
    
    
    
    
    
    Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    829
    
    
    
    
    
    
    
    829Compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    858
    
    
    
    211
    
    
    
    
    
    
    
    
    
    
    
    July 31, 2006
    
    
    1,401,200
    
    
    
    (58,493
    )
    
    
    57,100,286
    
    
    
    5,710
    
    
    
    86,538
    
    
    
    
    
    
    
    1,772
    
    
    
    664,322
    
    
    $
    164,234Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    134,731
    
    
    $
    134,731Shares purchased
    
    
    40,400
    
    
    
    (1,630
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock option activity
    
    
    
    
    
    
    
    
    
    
    123,618
    
    
    
    12
    
    
    
    2,623
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted stock activity
    
    
    
    
    
    
    
    
    
    
    (1,500
    )
    
    
    
    
    
    
    476
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash dividends  $1.28 per common
share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (71,324
    )
    
    
    Foreign currency translation
adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    984
    
    
    
    
    
    
    
    984Compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    610
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    July 31, 2007
    
    
    1,441,600
    
    
    
    (60,123
    )
    
    
    57,222,404
    
    
    
    5,722
    
    
    
    90,247
    
    
    
    
    
    
    
    2,756
    
    
    
    727,729
    
    
    $
    135,715Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,706
    
    
    $
    92,706Shares purchased
    
    
    435,739
    
    
    
    (13,561
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock option activity
    
    
    
    
    
    
    
    
    
    
    94,859
    
    
    
    10
    
    
    
    2,592
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted stock activity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    488
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Cash dividends  $2.28 per common
share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (127,278
    )
    
    
    Adoption of FIN48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,229
    )
    
    
    Unrealized depreciation on investments
(net of tax)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,810
    )
    
    
    
    
    
    
    (3,810
    )Foreign currency translation
adjustment (net of tax)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (909
    )
    
    
    
    
    
    
    (909
    )Compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    356
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    July 31, 2008
    
    
    1,877,339
    
    
    $
    (73,684
    )
    
    
    57,317,263
    
    
    $
    5,732
    
    
    $
    93,683
    
    
    $
    
    
    
    $
    (1,963
    )
    
    $
    675,928
    
    
    $
    87,987
 See notes to consolidated financial statements.
 F-5




---



##### Table of Contents



Consolidated Statements of Cash Flows for the Years Ended July 31, 2008, 2007 and 2006
 2008
    
    
    2007
    
    
    2006Cash flows from operating activities:Net income
    
    $
    92,706
    
    
    $
    134,731
    
    
    $
    163,405Adjustments to reconcile net income to net cash provided by operating activities:Depreciation
    
    
    16,208
    
    
    
    12,970
    
    
    
    13,097Amortization of intangibles
    
    
    813
    
    
    
    935
    
    
    
    949Goodwill impairment
    
    
    7,535
    
    
    
    
    
    
    
    Deferred income taxes
    
    
    (31,791
    )
    
    
    (1,324
    )
    
    
    (4,094
    )(Gain) loss on disposition of property, plant and equipment
    
    
    (2,365
    )
    
    
    82
    
    
    
    5Loss on sale of trading investments
    
    
    
    
    
    
    104
    
    
    
    439Unrealized (gain) loss on trading investments
    
    
    
    
    
    
    
    
    
    
    10Stock based compensation
    
    
    356
    
    
    
    610
    
    
    
    1,069Changes in assets and liabilities:Purchase of trading investments
    
    
    
    
    
    
    
    
    
    
    (255,491
    )Proceeds from sale of trading investments
    
    
    
    
    
    
    68,133
    
    
    
    232,024Accounts receivable
    
    
    31,040
    
    
    
    16,348
    
    
    
    (50,108
    )Inventories
    
    
    16,398
    
    
    
    14,189
    
    
    
    (22,684
    )Deferred taxes and other
    
    
    382
    
    
    
    (3,213
    )
    
    
    (2,120
    )Accounts payable
    
    
    (27,615
    )
    
    
    (21,537
    )
    
    
    23,888Accrued liabilities
    
    
    10,595
    
    
    
    7,410
    
    
    
    35,212Other
    
    
    7,846
    
    
    
    3,315
    
    
    
    1,658Net cash provided by operating activities
    
    
    122,108
    
    
    
    232,753
    
    
    
    137,259Cash flows from investing activities:Purchases of property, plant and equipment
    
    
    (14,475
    )
    
    
    (13,654
    )
    
    
    (30,166
    )Proceeds from disposition of property plant and equipment
    
    
    5,016
    
    
    
    232
    
    
    
    263Purchase of available for sale investments
    
    
    (66,650
    )
    
    
    (295,765
    )
    
    
    Proceeds from sale of available for sale investments
    
    
    108,675
    
    
    
    121,046
    
    
    
    Net cash provided by (used in) investing activities
    
    
    32,566
    
    
    
    (188,141
    )
    
    
    (29,903
    )Cash flows from financing activities:Cash dividends
    
    
    (127,278
    )
    
    
    (71,324
    )
    
    
    (27,764
    )Purchase of common stock held as treasury shares
    
    
    (13,561
    )
    
    
    (1,630
    )
    
    
    (51,462
    )Proceeds from issuance of common stock
    
    
    3,090
    
    
    
    3,111
    
    
    
    3,581Net cash (used in) financing activities
    
    
    (137,749
    )
    
    
    (69,843
    )
    
    
    (75,645
    )Effect of exchange rate changes on cash
    
    
    806
    
    
    
    984
    
    
    
    829Net (decrease) increase in cash and cash equivalents
    
    
    17,731
    
    
    
    (24,247
    )
    
    
    32,540Cash and cash equivalents, beginning of year
    
    
    171,889
    
    
    
    196,136
    
    
    
    163,596Cash and cash equivalents, end of year
    
    $
    189,620
    
    
    $
    171,889
    
    
    $
    196,136Supplemental cash flow information:Income taxes paid
    
    $
    73,076
    
    
    $
    62,121
    
    
    $
    82,817Interest paid
    
    $
    1,315
    
    
    $
    774
    
    
    $
    1,248Non-cash transactions:Capital expenditures in accounts payable
    
    $
    543
    
    
    $
    203
    
    
    $
    842Cancellation of restricted stock
    
    $
    
    
    
    $
    35
    
    
    $
    42Deferred taxes, net
    
    $
    562
    
    
    $
    
    
    
    $
    
 See notes to consolidated financial statements.
 F-6




---



##### Table of Contents



Notes to the Consolidated Financial Statements for the Years Ended July 31, 2008, 2007 and 2006
(All amounts presented in thousands except share and per share data)
 A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Principles of Consolidation
 Cash and Cash Equivalents
 Investments 
 Fair Value of Financial Investments
 Inventories
 Depreciation
 
 Other Assets
 Long-lived Assets
 Product Warranties
 Allowance for Doubtful Accounts
 Year Ended
    
    
    Year Ended
    
    
    Year EndedJuly 31, 2008
    
    
    July 31, 2007
    
    
    July 31, 2006Beginning Balance
    
    $
    122
    
    
    $
    105
    
    
    $
    506Charged to expense
    
    
    311
    
    
    
    72
    
    
    
    98Write-offs net of recoveries/payments
    
    
    (138
    )
    
    
    (55
    )
    
    
    (499
    )Ending Balance
    
    $
    295
    
    
    $
    122
    
    
    $
    105
 F-7




---



##### Table of Contents



Insurance Reserves
 Revenue Recognition
       Dealer Volume Rebates, Sales Incentives and Advertising Costs
 Estimates
 Income taxes 
 Foreign Currency
 Stock Options
 F-8




---



##### Table of Contents



Earnings Per Share
 2008
    
    2007
    
    2006Weighted average shares outstanding for basic earnings per share
    
    
    55,593,572
    
    
    
    55,665,275
    
    
    
    56,502,865Stock options and restricted stock
    
    
    138,135
    
    
    
    257,833
    
    
    
    394,174Weighted average shares outstanding assuming dilution
    
    
    55,731,707
    
    
    
    55,923,108
    
    
    
    56,897,039
 Accounting Pronouncements
    
    
    Transaction costs, many of which are currently treated as costs of the acquisition, will
generally be expensed.
 
    
    In-process research and development will be accounted for as an asset, with the cost
recognized as the research and development is realized or abandoned.  These costs are
currently expensed at the time of the acquisition.
 
    
    Contingencies, including contingent consideration, will generally be recorded at fair value
with subsequent adjustments recognized in operations.  Contingent consideration is currently
accounted for as an adjustment of the purchase price.
 
    
    Decreases in valuation allowances on acquired deferred tax assets will be recognized in
operations.  Previously such changes were considered to be subsequent changes in
consideration and were recorded as decreases in goodwill.
    F-9




---



##### Table of Contents



B. INVESTMENTS
      C. GOODWILL AND OTHER INTANGIBLE ASSETS
   July 31, 2008
    
    July 31, 2007Accumulated
    
    
    
    
    
    AccumulatedCost
    
    Amortization
    
    Cost
    
    AmortizationAmortizable Intangible Assets- Non-compete agreements
    
    $
    5,938
    
    
    $
    4,845
    
    
    $
    6,256
    
    
    $
    4,350
   F-10




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##### Table of Contents



For the year ending July 2009
    
    $
    476For the year ending July 2010
    
    $
    322For the year ending July 2011
    
    $
    238For the year ending July 2012
    
    $
    57
     July 31, 2008
    
    
    July 31, 2007Goodwill
    
    
    Trademark
    
    
    Goodwill
    
    
    TrademarkRecreation VehiclesTowables
    
    $
    143,795
    
    
    $
    10,237
    
    
    $
    143,795
    
    
    $
    10,237Motorized
    
    
    9,717
    
    
    
    2,600
    
    
    
    17,252
    
    
    
    2,600Buses
    
    
    4,616
    
    
    
    1,063
    
    
    
    4,616
    
    
    
    1,063Total
    
    $
    158,128
    
    
    $
    13,900
    
    
    $
    165,663
    
    
    $
    13,900
 D. INVENTORIES
  As of July 31,2008
    
    
    2007Finished products
    
    $
    13,584
    
    
    $
    12,326Work in process
    
    
    51,162
    
    
    
    52,102Raw materials
    
    
    79,356
    
    
    
    87,245Chassis
    
    
    37,562
    
    
    
    42,528Subtotal
    
    
    181,664
    
    
    
    194,201Less excess of FIFO costs over LIFO costs
    
    
    29,082
    
    
    
    25,221Total inventories
    
    $
    152,582
    
    
    $
    168,980
 E. LINE OF CREDIT
  F-11




---



##### Table of Contents



F. INCOME TAXES
 Years ended July 31,2008
    
    
    2007
    
    
    2006Income taxes:Federal
    
    $
    79,263
    
    
    $
    66,049
    
    
    $
    82,256State and local
    
    
    11,979
    
    
    
    (3,065
    )
    
    
    13,415Foreign
    
    
    250
    
    
    
    469
    
    
    
    1,129Total current
    
    
    91,492
    
    
    
    63,453
    
    
    
    96,800Federal deferred
    
    
    (27,981
    )
    
    
    (1,396
    )
    
    
    (3,863
    )State and local deferred
    
    
    (3,810
    )
    
    
    72
    
    
    
    (231
    )Total deferred
    
    
    (31,791
    )
    
    
    (1,324
    )
    
    
    (4,094
    )Income taxes
    
    $
    59,701
    
    
    $
    62,129
    
    
    $
    92,706
   Years ended July 31,2008
    
    
    2007
    
    
    2006Provision at statutory rates
    
    $
    53,342
    
    
    $
    68,901
    
    
    $
    89,639State and local income taxes, net of federal tax benefit
    
    
    5,310
    
    
    
    5,363
    
    
    
    8,730Extraterritorial income benefit
    
    
    
    
    
    
    (362
    )
    
    
    (1,013
    )Credits and incentives
    
    
    (521
    )
    
    
    (1,150
    )
    
    
    (233
    )Domestic production activities deduction
    
    
    (4,099
    )
    
    
    (1,988
    )
    
    
    (2,396
    )Other, including adjustments of income tax reserves
    
    
    5,669
    
    
    
    (8,635
    )
    
    
    (2,021
    )Income taxes
    
    $
    59,701
    
    
    $
    62,129
    
    
    $
    92,706
  July 31,
    
    
    July 31,
    
    
    July 31,2008
    
    
    2007
    
    
    2006A summary of deferred income taxes is:Current deferred tax asset (liability):Inventory basis
    
    $
    (1,305
    )
    
    $
    (1,166
    )
    
    $
    (1,076
    )Employee benefits
    
    
    2,375
    
    
    
    1,454
    
    
    
    2,110Self-insurance
    
    
    4,970
    
    
    
    2,506
    
    
    
    (518
    )Product warranties
    
    
    23,260
    
    
    
    1,980
    
    
    
    3,377Accrued incentives
    
    
    4,205
    
    
    
    1,733
    
    
    
    1,543Other
    
    
    386
    
    
    
    (502
    )
    
    
    (538
    )Total current deferred tax asset included in deferred income taxes and other
    
    $
    33,891
    
    
    $
    6,005
    
    
    $
    4,898Long-term deferred tax asset (liability):Property basis
    
    
    (1,908
    )
    
    
    (2,203
    )
    
    
    (2,211
    )Investments
    
    
    1,410
    
    
    
    168
    
    
    
    162Deferred compensation
    
    
    5,169
    
    
    
    4,773
    
    
    
    3,859Auction rate securities
    
    
    2,337
    
    
    
    
    
    
    
    Intangibles
    
    
    (3,858
    )
    
    
    (6,034
    )
    
    
    (5,267
    )Foreign currency translation
    
    
    (1,715
    )
    
    
    
    
    
    
    Other
    
    
    (328
    )
    
    
    (64
    )
    
    
    (120
    )Total net long-term deferred tax liability included in deferred income
taxes and other liabilities
    
    
    1,107
    
    
    
    (3,360
    )
    
    
    (3,577
    )Net deferred tax asset
    
    $
    34,998
    
    
    $
    2,645
    
    
    $
    1,321
  F-12




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##### Table of Contents



UnrecognizedTax BenefitBeginning balance  August 1, 2007
    
    $
    19,463Tax positions related to prior years:Additions
    
    
    Reductions
    
    
    (7
    )Tax positions related to current year:Additions
    
    
    3,805Reductions
    
    
    Settlements
    
    
    (1,573
    )Lapses in statute of limitations
    
    
    (656
    )Ending balance  July 31, 2008
    
    $
    21,032
    G. LEASES
  H. EMPLOYEE BENEFIT PLANS
   F-13




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##### Table of Contents



I. CONTINGENT LIABILITIES AND COMMITMENTS
   Total
    
    Term ofCommitment
    
    Amount Commitment
    
    CommitmentsGuarantee on dealer financing
    
    $
    1,786
    
    
    less than 1 yearStandby repurchase obligation on dealer financing
    
    $
    817,248
    
    
    less than 1 year
   Fiscal 2008
    
    
    Fiscal 2007
    
    
    Fiscal 2006Cost of units repurchased
    
    $
    11,908
    
    
    $
    10,078
    
    
    $
    4,878Realization of units resold
    
    
    10,051
    
    
    
    9,061
    
    
    
    4,230Losses due to repurchase
    
    $
    1,857
    
    
    $
    1,017
    
    
    $
    648
   J. STOCKHOLDERS EQUITY
   F-14




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##### Table of Contents



2008
    
    2007
    
    2006Weighted-
    
    
    
    
    
    Weighted-
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    Average
    
    
    
    
    
    AverageShares
    
    Exercise Price
    
    Shares
    
    Exercise Price
    
    Shares
    
    Exercise PriceOutstanding at beginning of year
    
    
    409,420
    
    
    $
    21.92
    
    
    
    533,038
    
    
    $
    21.29
    
    
    
    704,041
    
    
    $
    19.63Exercised
    
    
    (94,859
    )
    
    
    23.25
    
    
    
    (123,618
    )
    
    
    15.60
    
    
    
    (171,003
    )
    
    
    14.47Canceled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Granted
    
    
    200,000
    
    
    
    26.55
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Outstanding at end of year
    
    
    514,561
    
    
    $
    23.48
    
    
    
    409,420
    
    
    $
    21.92
    
    
    
    533,038
    
    
    $
    21.29Exercisable at year-end
    
    
    313,311
    
    
    $
    21.50
    
    
    
    388,420
    
    
    $
    21.53
    
    
    
    382,843
    
    
    $
    18.79
   2008
    
    2007
    
    2006Aggregate intrinsic value of options outstanding
    
    $
    1,039
    
    
    $
    7,818
    
    
    $
    11,486Aggregate intrinsic value of options exercisable
    
    $
    1,039
    
    
    $
    7,571
    
    
    $
    9,209
   2008Expected volatility
    
    
    40
    %Expected life of grant
    
    6 yearsRisk-free interest rate
    
    
    3.3
    %Expected dividend rate
    
    
    0.9
    %
     F-15




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##### Table of Contents



2008
    
    2007
    
    2006Weighted
    
    
    
    
    
    Weighted
    
    
    
    
    
    WeightedAverage Grant
    
    
    
    
    
    Average Grant
    
    
    
    
    
    Average GrantShares
    
    Date Fair Value
    
    Shares
    
    Date Fair Value
    
    Shares
    
    Date Fair ValueNonvested, Beginning of year
    
    
    71,000
    
    
    $
    16.24
    
    
    
    94,700
    
    
    $
    14.33
    
    
    
    115,700
    
    
    $
    12.93Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vested
    
    
    (39,000
    )
    
    
    13.79
    
    
    
    (22,200
    )
    
    
    7.62
    
    
    
    (16,800
    )
    
    
    5.77Forfeited
    
    
    
    
    
    
    
    
    
    
    (1,500
    )
    
    
    23.38
    
    
    
    (4,200
    )
    
    
    9.98Nonvested, End of year
    
    
    32,000
    
    
    $
    19.22
    
    
    
    71,000
    
    
    $
    16.24
    
    
    
    94,700
    
    
    $
    14.33
   K. JOINT VENTURES
      L. BUSINESS SEGMENTS
   F-16




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##### Table of Contents



2008
    
    
    2007
    
    
    2006Net sales:Recreation vehiclesTowables
    
    $
    1,763,099
    
    
    $
    1,890,100
    
    
    $
    2,173,483Motorized
    
    
    461,856
    
    
    
    565,523
    
    
    
    577,025Total Recreation Vehicles
    
    
    2,224,955
    
    
    
    2,455,623
    
    
    
    2,750,508Buses
    
    
    415,725
    
    
    
    400,685
    
    
    
    315,768Total
    
    $
    2,640,680
    
    
    $
    2,856,308
    
    
    $
    3,066,276Income before income taxes:Recreation vehiclesTowables
    
    $
    146,306
    
    
    $
    165,259
    
    
    $
    228,592Motorized
    
    
    (522
    )
    
    
    25,140
    
    
    
    27,404Total recreation vehicles
    
    
    145,784
    
    
    
    190,399
    
    
    
    255,996Buses
    
    
    21,132
    
    
    
    18,997
    
    
    
    9,356Corporate
    
    
    (14,509
    )
    
    
    (12,536
    )
    
    
    (9,241
    )Total
    
    $
    152,407
    
    
    $
    196,860
    
    
    $
    256,111Identifiable assets:Recreation vehiclesTowables
    
    $
    409,793
    
    
    $
    449,276
    
    
    $
    483,324Motorized
    
    
    108,740
    
    
    
    147,598
    
    
    
    150,058Total recreation vehicles
    
    
    518,533
    
    
    
    596,874
    
    
    
    633,382Buses
    
    
    110,647
    
    
    
    105,864
    
    
    
    103,861Corporate
    
    
    367,382
    
    
    
    356,559
    
    
    
    267,482Total
    
    $
    996,562
    
    
    $
    1,059,297
    
    
    $
    1,004,725Depreciation and amortization expense:Recreation vehiclesTowables
    
    $
    10,119
    
    
    $
    8,913
    
    
    $
    8,012Motorized
    
    
    4,729
    
    
    
    2,916
    
    
    
    4,365Total recreation vehicles
    
    
    14,848
    
    
    
    11,829
    
    
    
    12,377Buses
    
    
    2,035
    
    
    
    1,876
    
    
    
    1,629Corporate
    
    
    138
    
    
    
    200
    
    
    
    40Total
    
    $
    17,021
    
    
    $
    13,905
    
    
    $
    14,046Capital expenditures:Recreation vehiclesTowables
    
    $
    6,786
    
    
    $
    7,825
    
    
    $
    23,575Motorized
    
    
    5,055
    
    
    
    3,913
    
    
    
    2,955Total recreation vehicles
    
    
    11,841
    
    
    
    11,738
    
    
    
    26,530Buses
    
    
    1,094
    
    
    
    1,226
    
    
    
    4,395Corporate
    
    
    1,880
    
    
    
    141
    
    
    
    83Total
    
    $
    14,815
    
    
    $
    13,105
    
    
    $
    31,008
  M. WARRANTY
  F-17




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##### Table of Contents



Year Ended
    
    
    Year Ended
    
    
    Year EndedJuly 31, 2008
    
    
    July 31, 2007
    
    
    July 31, 2006Beginning Balance
    
    $
    64,310
    
    
    $
    59,795
    
    
    $
    55,118Provision
    
    
    63,525
    
    
    
    66,324
    
    
    
    63,137Payments
    
    
    (66,092
    )
    
    
    (61,809
    )
    
    
    (58,460
    )Ending Balance
    
    $
    61,743
    
    
    $
    64,310
    
    
    $
    59,795
 N. SALE OF BUSINESS
  F-18