##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 FORM 10-K
 Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 For the fiscal year ended July 31, 2007, 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
  þ o o
 o þ




---



##### 



TABLE OF CONTENTS
 PART I
    
    
    1ITEM 1. BUSINESS
    
    
    1ITEM 1A. RISK FACTORS
    
    
    8ITEM 1B. UNRESOLVED STAFF COMMENTS
    
    
    11ITEM 2. PROPERTIES
    
    
    11ITEM 3. LEGAL PROCEEDINGS
    
    
    12ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    13PART II
    
    
    13ITEM 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)
    
    
    25ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
    
    
    25ITEM 9A. CONTROLS AND PROCEDURES
    
    
    26ITEM 9B. OTHER INFORMATION
    
    
    28PART III
    
    
    28ITEM 10. DIRECTORS , EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    28ITEM 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 IV
    
    
    31ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    31SIGNATURES
    
    
    32EX-10.4EX-10.5EX-10.6EX-21.1EX-31.1EX-31.2EX-32.1EX-32.2
  i




---



##### 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 Thor California (Damon) Champion 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
 1




---



##### Table of Contents



Four Winds
 Four Winds Hurricane Windsport,
Mandalay, Presidio, Dutchmen Chateau Fun Mover
 CrossRoads
 Cross Terrain, Cruiser, Zinger and Sunset Trail.
 Citair
 General Coach Citation Corsair
 Keystone
 Montana Springdale Hornet Sprinter Outback Laredo Everest Mountaineer Challenger Cougar
 Komfort
 Komfort Trailblazer
 Thor California
 Tahoe, Summit, Wave Jazz
 Damon Motor Coach
 Daybreak, Challenger, Astoria, Tuscany Outlaw
 Breckenridge
  Buses
  ElDorado National
  Aerolite AeroElite Aerotech Escort MST Transmark EZ Rider, Axess,
 2




---



##### Table of Contents



Champion Bus
 Challenger Defender Crusader
 Goshen Coach
 GC II Pacer
 Product Line Sales and Segment Information
   2007
    
    
    2006
    
    
    2005Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %Recreation Vehicles:Towables
    
    $
    1,890,100
    
    
    
    66
    
    
    $
    2,173,483
    
    
    
    71
    
    
    $
    1,742,108
    
    
    
    68Motorized
    
    
    565,523
    
    
    
    20
    
    
    
    577,025
    
    
    
    19
    
    
    
    566,138
    
    
    
    22Total Recreation Vehicles
    
    
    2,455,623
    
    
    
    86
    
    
    
    2,750,508
    
    
    
    90
    
    
    
    2,308,246
    
    
    
    90Buses
    
    
    400,685
    
    
    
    14
    
    
    
    315,768
    
    
    
    10
    
    
    
    249,895
    
    
    
    10Total Net Sales
    
    $
    2,856,308
    
    
    
    100
    
    
    $
    3,066,276
    
    
    
    100
    
    
    $
    2,558,141
    
    
    
    100
  Recreation Vehicles
 Overview
   The Recreational Park Trailer Association.
   3




---



##### Table of Contents



Production
     Seasonality
  Marketing and Distribution
     4




---



##### Table of Contents



Joint Ventures
   Backlog
   Warranties
  Buses
 Overview
 Axess
 Production
   5




---



##### Table of Contents



Marketing and Distribution
   Backlog
   Warranties
  Regulation
      6




---



##### Table of Contents



Competition
 Recreation Vehicles
  Small and Mid-Size Buses
  Trademarks and Patents
  Employee Relations
  Information About Foreign and Domestic Operations and Export Sales
  Forward Looking Statements
  7




---



##### Table of Contents



Available Information
  
 ITEM 1A. RISK FACTORS
  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;
 8




---



##### Table of Contents




    
    interest rates;
    
    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
    
    adverse impact on our margins of increases in raw material costs which we are unable to
pass on to customers without negatively affecting sales.
 Two dealers accounted for an aggregate of 34% of our bus sales for fiscal year 2007. 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.
  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




---



##### Table of Contents



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.
  Fuel shortages, or continuing high prices for fuel, could have a negative effect on sales of our
recreation vehicles.
  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




---



##### Table of Contents



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 operations may be adversely affected if our Chief Executive Officer is unable to continue in
his present roles.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  
 ITEM 2. PROPERTIES
   11




---



##### Table of Contents



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
    
    
    12
    
    
    
    513,000Bristol, IN (Dutchmen)
    
    Owned
    
    
    1
    
    
    
    54,000Bristol, IN (Aero-Dutchmen) (2)
    
    Leased
    
    
    1
    
    
    
    40,000Goshen, 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
    
    
    7
    
    
    
    239,000Elkhart, 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 (Thor California) (5)
    
    Leased
    
    
    3
    
    
    
    166,000Moreno Valley, CA (Thor California) (6)
    
    Leased
    
    
    1
    
    
    
    49,000Moreno Valley, CA (Thor California)
    
    Owned
    
    
    1
    
    
    
    63,000Goshen, IN (Keystone) (7)
    
    Leased
    
    
    6
    
    
    
    396,000Goshen, IN (Keystone)
    
    Owned
    
    
    14
    
    
    
    1,206,000Howe, 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
    
    
    
    
    
    
    104
    
    
    
    6,133,000
 
 (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 in 2008.(3)
    
    These locations are occupied under net leases expiring at various times starting in 2008.(4)
    
    These locations are occupied under net leases expiring at various times starting in 2006 thru
2013.(5)
    
    This location is occupied under a net lease which expires in 2008.(6)
    
    This location is occupied under a net lease which expires October 2010.(7)
    
    These locations are occupied under net leases, expiring at various periods starting in 2007
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. 
 ITEM 3. LEGAL PROCEEDINGS
  12




---



##### Table of Contents



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.
 (a) Market Information
  Fiscal 2007
    
    Fiscal 2006High
    
    Low
    
    High
    
    LowFirst Quarter
    
    $
    48.32
    
    
    $
    39.16
    
    
    $
    36.39
    
    
    $
    30.63Second Quarter
    
    
    48.02
    
    
    
    41.11
    
    
    
    43.46
    
    
    
    31.66Third Quarter
    
    
    48.32
    
    
    
    38.50
    
    
    
    56.93
    
    
    
    41.65Fourth Quarter
    
    
    46.82
    
    
    
    39.65
    
    
    
    53.28
    
    
    
    42.00
 (b) Holders
  (c) Dividends
  13




---



##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
 Fiscal years ended July 31,2007
    
    2006
    
    2005
    
    2004
    
    2003Income statement data:Net sales (2) (3)
    
    $
    2,856,308
    
    
    $
    3,066,276
    
    
    $
    2,558,141
    
    
    $
    2,187,739
    
    
    $
    1,571,404Net income (2) (3)
    
    
    134,731
    
    
    
    163,405
    
    
    
    119,143
    
    
    
    104,513
    
    
    
    78,631Earnings per common share (1) (2) (3)Basic
    
    
    2.42
    
    
    
    2.89
    
    
    
    2.10
    
    
    
    1.83
    
    
    
    1.38Diluted
    
    
    2.41
    
    
    
    2.87
    
    
    
    2.09
    
    
    
    1.81
    
    
    
    1.37Dividends declared per common share (1)
    
    
    1.28
    
    
    
    .19
    
    
    
    .42
    
    
    
    .09
    
    
    
    .025Dividends paid per common share (1)
    
    
    1.28
    
    
    
    .49
    
    
    
    .12
    
    
    
    .09
    
    
    
    .025Balance sheet data:Total assets (2) (3)
    
    $
    1,059,297
    
    
    $
    1,004,725
    
    
    $
    853,893
    
    
    $
    762,163
    
    
    $
    608,941
 
 (1)
    
    Per share amounts were adjusted for the two-for-one stock split in January 2004.(2)
    
    Selected financial data for 2007, 2006, 2005 and 2004 include the results of Damon
Corporation, which was acquired on September 2, 2003.(3)
    
    Selected financial data for 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
      14




---



##### Table of Contents



Restatement
      Trends and Business Outlook
   15




---



##### Table of Contents



16




---



##### 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
 17




---



##### 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
    18




---



##### Table of Contents



BUSES
  Average Price Per Unit
    
    Units
    
    Net ChangeBuses
    
    
    13.4
    %
    
    
    13.5
    %
    
    
    26.9
    %
    19




---



##### Table of Contents



FISCAL 2006 VS. FISCAL 2005
 ChangeFiscal 2006
    
    
    Fiscal 2005
    
    
    Amount
    
    
    %NET SALESRecreation VehiclesTowables
    
    $
    2,173,483
    
    
    $
    1,742,108
    
    
    $
    431,375
    
    
    
    24.8Motorized
    
    
    577,025
    
    
    
    566,138
    
    
    
    10,887
    
    
    
    1.9Total Recreation Vehicles
    
    
    2,750,508
    
    
    
    2,308,246
    
    
    
    442,262
    
    
    
    19.2Buses
    
    
    315,768
    
    
    
    249,895
    
    
    
    65,873
    
    
    
    26.4Total
    
    $
    3,066,276
    
    
    $
    2,558,141
    
    
    $
    508,135
    
    
    
    19.9# OF UNITSRecreation VehiclesTowables
    
    
    112,103
    
    
    
    88,471
    
    
    
    23,632
    
    
    
    26.7Motorized
    
    
    7,860
    
    
    
    8,158
    
    
    
    (298
    )
    
    
    (3.7
    )Total Recreation Vehicles
    
    
    119,963
    
    
    
    96,629
    
    
    
    23,334
    
    
    
    24.1Buses
    
    
    5,725
    
    
    
    4,372
    
    
    
    1,353
    
    
    
    30.9Total
    
    
    125,688
    
    
    
    101,001
    
    
    
    24,687
    
    
    
    24.4
 % of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    ChangeNet Sales
    
    
    
    
    
    
    Net Sales
    
    
    Amount
    
    
    %GROSS PROFITRecreation VehiclesTowables
    
    $
    350,954
    
    
    
    16.1
    
    
    $
    261,272
    
    
    
    15.0
    
    
    $
    89,682
    
    
    
    34.3Motorized
    
    
    55,622
    
    
    
    9.6
    
    
    
    52,993
    
    
    
    9.4
    
    
    
    2,629
    
    
    
    5.0Total Recreation Vehicles
    
    
    406,576
    
    
    
    14.8
    
    
    
    314,265
    
    
    
    13.6
    
    
    
    92,311
    
    
    
    29.4Buses
    
    
    24,882
    
    
    
    7.9
    
    
    
    21,270
    
    
    
    8.5
    
    
    
    3,612
    
    
    
    17.0Total
    
    $
    431,458
    
    
    
    14.1
    
    
    $
    335,535
    
    
    
    13.1
    
    
    $
    95,923
    
    
    
    28.6SELLING, GENERAL AND
ADMINISTRATIVE EXPENSESRecreation VehiclesTowables
    
    $
    121,778
    
    
    
    5.6
    
    
    $
    98,235
    
    
    
    5.6
    
    
    $
    23,543
    
    
    
    24.0Motorized
    
    
    28,147
    
    
    
    4.9
    
    
    
    28,314
    
    
    
    5.0
    
    
    
    (167
    )
    
    
    (0.6
    )Total Recreation Vehicles
    
    
    149,925
    
    
    
    5.5
    
    
    
    126,549
    
    
    
    5.5
    
    
    
    23,376
    
    
    
    18.5Buses
    
    
    14,577
    
    
    
    4.6
    
    
    
    13,463
    
    
    
    5.4
    
    
    
    1,114
    
    
    
    8.3Corporate
    
    
    19,424
    
    
    
    
    
    
    
    12,487
    
    
    
    
    
    
    
    6,937
    
    
    
    55.6Total
    
    $
    183,926
    
    
    
    6.0
    
    
    $
    152,499
    
    
    
    6.0
    
    
    $
    31,427
    
    
    
    20.6INCOME BEFORE INCOME TAXESRecreation VehiclesTowables
    
    $
    228,592
    
    
    
    10.5
    
    
    $
    164,343
    
    
    
    9.4
    
    
    $
    64,249
    
    
    
    39.1Motorized
    
    
    27,404
    
    
    
    4.7
    
    
    
    24,607
    
    
    
    4.3
    
    
    
    2,797
    
    
    
    11.4Total Recreation Vehicles
    
    
    255,996
    
    
    
    9.3
    
    
    
    188,950
    
    
    
    8.2
    
    
    
    67,046
    
    
    
    35.5Buses
    
    
    9,356
    
    
    
    3.0
    
    
    
    7,492
    
    
    
    3.0
    
    
    
    1,864
    
    
    
    24.9Corporate
    
    
    (9,241
    )
    
    
    
    
    
    
    (7,063
    )
    
    
    
    
    
    
    (2,178
    )
    
    
    (30.8
    )Total
    
    $
    256,111
    
    
    
    8.4
    
    
    $
    189,379
    
    
    
    7.4
    
    
    $
    66,732
    
    
    
    35.2
 ORDER BACKLOG
 As of
    
    
    As of
    
    
    ChangeJuly 31, 2006
    
    
    July 31, 2005
    
    
    Amount
    
    
    %Recreation VehiclesTowables
    
    $
    229,823
    
    
    $
    202,177
    
    
    $
    27,646
    
    
    
    13.7Motorized
    
    
    103,214
    
    
    
    133,924
    
    
    
    (30,710
    )
    
    
    (22.9
    )Total Recreation Vehicles
    
    
    333,037
    
    
    
    336,101
    
    
    
    (3,064
    )
    
    
    (.9
    )Buses
    
    
    216,454
    
    
    
    130,566
    
    
    
    85,888
    
    
    
    65.8Total
    
    $
    549,491
    
    
    $
    466,667
    
    
    $
    82,824
    
    
    
    17.7
 20




---



##### Table of Contents



CONSOLIDATED
     Segment Reporting
 RECREATION VEHICLES
  Impact from Internal GrowthImpact from
    
    Average PriceAcquisitions
    
    Per Unit
    
    Units
    
    Net ChangeRecreation VehiclesTowables
    
    
    2.2
    %
    
    
    (1.9
    )%
    
    
    24.5
    %
    
    
    24.8
    %Motorized
    
    
    
    
    
    
    5.6
    %
    
    
    (3.7
    )%
    
    
    1.9
    %
 TOWABLE RECREATION VEHICLES
    MOTORIZED RECREATION VEHICLES
   21




---



##### Table of Contents



BUSES
  Impact from Internal GrowthImpact from Acquisition
    
    Average Price Per Unit
    
    Units
    
    Net ChangeBuses
    
    
    16.6
    %
    
    
    6.8
    %
    
    
    3.0
    %
    
    
    26.4
    %
    Financial Condition and Liquidity
      Critical Accounting Principles
  22




---



##### Table of Contents



Impairment of Goodwill, Trademarks and Long-Lived Assets
  Insurance Reserves
  Warranty
  Income Taxes
  Revenue Recognition
      23




---



##### Table of Contents



Repurchase Commitments
  Principal Contractual Obligations and Commercial Commitments
  Contractual
    
    Payments Due By PeriodObligations
    
    Total
    
    
    Fiscal 2008
    
    
    Fiscal 2009-2010
    
    
    Fiscal 2011-2012
    
    
    After 5 YearsOperating leases
    
    $
    9,410
    
    
    $
    3,529
    
    
    $
    4,023
    
    
    $
    1,654
    
    
    $
    204Total contractual cash obligations
    
    $
    9,410
    
    
    $
    3,529
    
    
    $
    4,023
    
    
    $
    1,654
    
    
    $
    204
 Other
    
    Total
    
    
    Amount of Commitment Expiration Per PeriodCommercial
    
    Amounts
    
    
    Less Than 1Commitments
    
    Committed
    
    
    Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    Over 5 YearsGuarantees
    
    $
    2,021
    
    
    $
    2,021
    
    
    $
    
    
    
    $
    
    
    
    $
    Standby repurchase obligations
    
    $
    844,673
    
    
    $
    844,673
    
    
    $
    
    
    
    $
    
    
    
    $
    Total commercial commitments
    
    $
    846,694
    
    
    $
    846,654
    
    
    $
    
    
    
    $
    
    
    
    $
    
 Accounting Pronouncements
    24




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA (UNAUDITED)  SEE ITEM 15
 Quarterly Financial Data
 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
 October 31
    
    January 31
    
    April 30
    
    July 31Fiscal 2006Net Sales
    
    $
    761,323
    
    
    $
    642,047
    
    
    $
    857,615
    
    
    $
    805,291Gross profit
    
    
    108,495
    
    
    
    86,852
    
    
    
    124,109
    
    
    
    112,002Net income
    
    
    41,373
    
    
    
    29,905
    
    
    
    48,669
    
    
    
    43,458Earnings per common shareBasic
    
    
    .73
    
    
    
    .53
    
    
    
    .86
    
    
    
    .77Diluted
    
    
    .73
    
    
    
    .52
    
    
    
    .85
    
    
    
    .77Dividends declared per common share
    
    
    
    
    
    
    .05
    
    
    
    .07
    
    
    
    .07Dividends paid per common share
    
    
    .30
    
    
    
    .05
    
    
    
    .07
    
    
    
    .07Market prices per common shareHigh
    
    $
    36.39
    
    
    $
    43.46
    
    
    $
    56.93
    
    
    $
    53.28Low
    
    $
    30.63
    
    
    $
    31.66
    
    
    $
    41.65
    
    
    $
    42.00
 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 25




---



##### Table of Contents



ITEM 9A. CONTROLS AND PROCEDURES
 Part A  Disclosure Controls and Procedures.
  Part B  Managements Annual Report on Internal Control Over Financial Reporting
     26




---



##### Table of Contents



Part C  Remediation of Material Weakness
   
    
    The Company terminated the employment of the former Dutchmen Vice President of Finance
and hired a new Vice President of Finance at Dutchmen;
    
    The Company eliminated the excessive accounting and information system access rights
found to be available to the former Dutchmen Vice President of Finance;
    
    Since discovery of the activities of the former Dutchmen Vice President of Finance, the
Company has assigned a member of its internal audit department to Dutchmen to assist in
implementing full segregation of duties in Dutchmens accounting function;
    
    The Company has modified the duties of accounting personnel to improve segregation of
duties and modified certain information access rights at certain of its other operating
subsidiaries;
    
    The Company provided additional training on fraud risk and awareness and assisted
management and other key personnel to understand the lessons learned through the Dutchmen
review;
    
    To improve the Companys oversight of internal controls at its subsidiaries, the
Companys Board of Directors hired a professional services firm to lead and coordinate
ongoing compliance efforts under Sarbanes-Oxley section 404 and partner with the internal
audit function of the Company;
    
    The Company has conducted more frequent and in-depth periodic, unannounced internal
audits of controls at the subsidiary level;
    
    The Company enhanced its corporate level monitoring of the operating subsidiaries
accounts receivable, accounts payable and cash reconciliations, including verification that
financial information submitted by the operating subsidiaries agrees with the financial
information recorded in the operating subsidiaries information systems; and
    
    The Company modified its reporting relationships so that heads of subsidiary accounting
departments report directly to the Chief Financial Officer of the Company as opposed to
subsidiary level presidents.
 Part D  Changes in Internal Control Over Financial Reporting
  Part E  Attestation Report of Independent Registered Public Accounting Firm
 To the Board of Directors and Stockholders of Thor Industries, Inc.:
  27




---



##### Table of Contents



ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  28




---



##### Table of Contents



ITEM 11. EXECUTIVE COMPENSATION
 Executive
Compensation Director 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
    
    
    409,420
    (1)
    
    $
    21.92
    
    
    
    1,100,000
    (2)Equity compensation plans not approved by security holders (1)
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    409,420
    
    
    $
    21.92
    
    
    
    1,100,000
 
 (1)
    
    Represents shares underlying stock options granted pursuant to the Thor Industries, Inc. 1999
Stock Option Plan (the 1999 Plan). This plan was frozen in 2006 upon the adoption of the Thor
Industries, Inc. 2006 Equity Incentive Plan (the 2006 Plan). As a result, no further grants may
be made under the 1999 Plan.(2)
    
    Represents shares authorized for issuance pursuant to the 2006 Plan.  29




---



##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
 Independent
Auditor fees
 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, 2007 and 2006
    
    F-2Consolidated Statements of Income for the Years Ended July 31, 2007, 2006 and 2005
    
    F-4Consolidated Statements of Stockholders Equity, and Comprehensive Income for the Years
Ended July 31, 2007, 2006 and 2005
    
    F-5Consolidated Statements of Cash Flows for the Years Ended July 31, 2007, 2006 and 2005
    
    F-6Notes to Consolidated Financial Statements for the Years Ended July 31, 2007, 2006 and 2005
    
    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*10.5
    
    Thor Industries, Inc. Non-Qualified Deferred Compensation Plan*10.6
    
    Amendment to Thor Industries, Inc. Deferred Compensation Plan*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




---



##### Table of Contents



THOR INDUSTRIES, INC.(Signed)
    /S/ Wade F.B. ThompsonWade F. B. ThompsonChairman, President, and Chief Executive OfficerDate: September 28, 2007  (Signed)
    
    /S/ Peter B. Orthwein
    
    
    
    (Signed)
    
    /S/ Walter L. BennettPeter B. Orthwein
Vice Chairman, Treasurer and
Director
    
    
    
    
    
    Walter L. Bennett
Chief Financial Officer
(Principal Financial Officer & Principal
Accounting Officer)Date: September 28, 2007
    
    
    
    Date: September 28, 2007(Signed)
    
    /S/ Wade F.B. Thompson
    
    
    
    (Signed)
    
    /S/ Alan SiegelWade F. B. Thompson
Chairman, President, Chief Executive
Officer and Director (Principal Executive Officer)
    
    
    
    
    
    Alan Siegel
DirectorDate: September 28, 2007
    
    
    
    Date: September 28, 2007(Signed)
    
    /S/ William C. Tomson
    
    
    
    (Signed)
    
    /S/ Neil D. ChrismanWilliam C. Tomson
Director
    
    
    
    
    
    Neil D. Chrisman
DirectorDate: September 28, 2007
    
    
    
    Date: September 28, 2007(Signed)
    
    /S/ H. Coleman Davis
    
    
    
    (Signed)
    
    /S/ Jan H. SuwinskiH. Coleman Davis
Director
    
    
    
    
    
    Jan H. Suwinski
DirectorDate: September 28, 2007
    
    
    
    Date: September 28, 2007(Signed)
    
    /S/ Geoffrey A. ThompsonGeoffrey A. Thompson
DirectorDate: September 28, 2007
 32




---



##### Table of Contents



To the Board of Directors and Stockholders of Thor Industries, Inc.
      
 F-1




---



##### Table of Contents



Consolidated Balance Sheets, July 31, 2007 and 2006
 2007
    
    
    2006AssetsCurrent assets:Cash and cash equivalents
    
    $
    171,889
    
    
    $
    196,136Investments-short term (Note A)
    
    
    174,575
    
    
    
    68,237Accounts receivable:Trade, less allowance for doubtful accounts $122 in 2007 and $105 in 2006 (Note A)
    
    
    171,596
    
    
    
    188,104Other
    
    
    5,799
    
    
    
    5,639Inventories (Note D)
    
    
    168,980
    
    
    
    183,169Deferred income taxes and other (Note F)
    
    
    12,689
    
    
    
    11,431Total current assets
    
    
    705,528
    
    
    
    652,716Property, plant and equipment:Land
    
    
    21,795
    
    
    
    21,323Buildings and improvements
    
    
    134,352
    
    
    
    131,649Machinery and equipment
    
    
    64,572
    
    
    
    55,656Total cost
    
    
    220,719
    
    
    
    208,628Less accumulated depreciation
    
    
    63,477
    
    
    
    51,163Net property, plant and equipment
    
    
    157,242
    
    
    
    157,465Investments  Joint ventures (Note K)
    
    
    2,671
    
    
    
    2,737Other assets:Goodwill (Note C)
    
    
    165,663
    
    
    
    165,663Noncompete agreements  Net (Note C)
    
    
    1,906
    
    
    
    2,841Trademarks (Note C)
    
    
    13,900
    
    
    
    13,900Other
    
    
    12,387
    
    
    
    9,403Total other assets
    
    
    193,856
    
    
    
    191,807Total
    
    $
    1,059,297
    
    
    $
    1,004,725
 See notes to consolidated financial statements.
 F-2




---



##### Table of Contents



2007
    
    
    2006Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    123,433
    
    
    $
    145,609Accrued liabilities:Compensation and related items
    
    
    39,242
    
    
    
    37,161Product warranties (Note M)
    
    
    64,310
    
    
    
    59,795Taxes
    
    
    17,991
    
    
    
    18,709Promotions and rebates
    
    
    11,697
    
    
    
    12,953Product/property liability and related liabilities
    
    
    11,691
    
    
    
    10,423Other
    
    
    8,835
    
    
    
    7,315Total current liabilities
    
    
    277,199
    
    
    
    291,965Deferred income taxes and other liabilities (Note F)
    
    
    15,767
    
    
    
    12,911Contingent 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 57,222,404 shares at July 31, 2007 and 57,100,286 shares
at July 31, 2006
    
    
    5,722
    
    
    
    5,710Additional paid-in capital
    
    
    90,247
    
    
    
    86,538Retained earnings
    
    
    727,729
    
    
    
    664,322Accumulated other comprehensive income
    
    
    2,756
    
    
    
    1,772Less treasury shares of 1,441,600 in 2007 and 1,401,200 in 2006, at cost
    
    
    60,123
    
    
    
    58,493Total stockholders equity
    
    
    766,331
    
    
    
    699,849Total
    
    $
    1,059,297
    
    
    $
    1,004,725
 See notes to consolidated financial statements.
 F-3




---



##### Table of Contents



2007
    
    
    2006
    
    
    2005Net sales
    
    $
    2,856,308
    
    
    $
    3,066,276
    
    
    $
    2,558,141Cost of products sold
    
    
    2,493,013
    
    
    
    2,634,818
    
    
    
    2,222,606Gross profit
    
    
    363,295
    
    
    
    431,458
    
    
    
    335,535Selling, general and administrative expenses
    
    
    177,697
    
    
    
    183,926
    
    
    
    152,499Amortization of intangibles
    
    
    935
    
    
    
    949
    
    
    
    967Interest income
    
    
    11,376
    
    
    
    9,020
    
    
    
    3,155Interest expense
    
    
    (774
    )
    
    
    (1,248
    )
    
    
    (580
    )Other income
    
    
    1,595
    
    
    
    1,756
    
    
    
    4,735Income before income taxes
    
    
    196,860
    
    
    
    256,111
    
    
    
    189,379Income taxes (Note F)
    
    
    62,129
    
    
    
    92,706
    
    
    
    70,236Net income
    
    $
    134,731
    
    
    $
    163,405
    
    
    $
    119,143Earnings per common share (Note A)Basic
    
    $
    2.42
    
    
    $
    2.89
    
    
    $
    2.10Diluted
    
    $
    2.41
    
    
    $
    2.87
    
    
    $
    2.09
 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, 2007, 2006 and 2005
 Additional
    
    
    Restricted
    
    
    Accumulated Other
    
    
    
    
    
    
    Compre-Treasury Stock
    
    
    Common Stock
    
    
    Paid-In
    
    
    Stock
    
    
    Comprehensive
    
    
    Retained
    
    
    hensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Plan
    
    
    Income (Loss)
    
    
    Earnings
    
    
    IncomeJuly 31, 2004
    
    
    
    
    
    $
    
    
    
    
    57,146,160
    
    
    $
    5,715
    
    
    $
    81,019
    
    
    $
    (1,128
    )
    
    $
    64
    
    
    $
    424,362Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    119,143
    
    
    $
    119,143Shares purchased
    
    
    579,200
    
    
    
    (15,521
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares retired
    
    
    (323,200
    )
    
    
    8,490
    
    
    
    (323,200
    )
    
    
    (32
    )
    
    
    (458
    )
    
    
    
    
    
    
    
    
    
    
    (8,000
    )
    
    
    Stock option activity
    
    
    
    
    
    
    
    
    
    
    110,636
    
    
    
    10
    
    
    
    2,094
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted stock activity
    
    
    
    
    
    
    
    
    
    
    (113
    )
    
    
    
    
    
    
    (3
    )
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    Cash dividends  $.42
per common share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (23,824
    )
    
    
    Foreign currency
translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    879
    
    
    
    
    
    
    
    879Compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    378
    
    
    
    
    
    
    
    
    
    
    
    July 31, 2005
    
    
    256,000
    
    
    
    (7,031
    )
    
    
    56,933,483
    
    
    
    5,693
    
    
    
    82,652
    
    
    
    (747
    )
    
    
    943
    
    
    
    511,681
    
    
    $
    120,022Net 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
    
    
    $
    135,715
 See notes to consolidated financial statements.
 F-5




---



##### Table of Contents



Consolidated Statements of Cash Flows for the Years Ended July 31, 2007, 2006 and 2005
 2007
    
    
    2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    134,731
    
    
    $
    163,405
    
    
    $
    119,143Adjustments to reconcile net income to net cash provided by operating activities:Depreciation
    
    
    12,970
    
    
    
    13,097
    
    
    
    9,808Amortization of intangibles
    
    
    935
    
    
    
    949
    
    
    
    967Deferred income taxes
    
    
    (1,324
    )
    
    
    (4,094
    )
    
    
    6,831(Gain) loss on disposition of property, plant and equipment
    
    
    82
    
    
    
    5
    
    
    
    (2,164
    )Loss on sale of trading investments
    
    
    104
    
    
    
    439
    
    
    
    1,369Unrealized (gain) loss on trading investments
    
    
    
    
    
    
    10
    
    
    
    (233
    )Stock based compensation
    
    
    610
    
    
    
    1,069
    
    
    
    Changes in assets and liabilities, net of effects from acquisitions and divestments:Purchase of trading investments
    
    
    
    
    
    
    (255,491
    )
    
    
    (221,223
    )Proceeds from sale of trading investments
    
    
    68,133
    
    
    
    232,024
    
    
    
    237,914Accounts receivable
    
    
    16,348
    
    
    
    (50,108
    )
    
    
    (3,467
    )Inventories
    
    
    14,189
    
    
    
    (22,684
    )
    
    
    (4,982
    )Deferred taxes and other
    
    
    (3,213
    )
    
    
    (2,120
    )
    
    
    (1,145
    )Accounts payable
    
    
    (21,537
    )
    
    
    23,888
    
    
    
    (10,176
    )Accrued liabilities
    
    
    7,410
    
    
    
    35,212
    
    
    
    (3,232
    )Other
    
    
    3,315
    
    
    
    1,658
    
    
    
    441Net cash provided by operating activities
    
    
    232,753
    
    
    
    137,259
    
    
    
    129,851Cash flows from investing activities:Purchases of property, plant and equipment
    
    
    (13,654
    )
    
    
    (30,166
    )
    
    
    (46,178
    )Proceeds from disposition of property plant and equipment
    
    
    232
    
    
    
    263
    
    
    
    3,054Purchase of available for sale investments
    
    
    (295,765
    )
    
    
    
    
    
    
    Proceeds from sale of available for sale investments
    
    
    121,046
    
    
    
    
    
    
    
    Acquisitions  net of cash acquired
    
    
    
    
    
    
    
    
    
    
    (38,113
    )Net cash (used in) investing activities
    
    
    (188,141
    )
    
    
    (29,903
    )
    
    
    (81,237
    )Cash flows from financing activities:Cash dividends
    
    
    (71,324
    )
    
    
    (27,764
    )
    
    
    (6,824
    )Purchase of common stock held as treasury shares
    
    
    (1,630
    )
    
    
    (51,462
    )
    
    
    (7,031
    )Purchase of common stock for retirement
    
    
    
    
    
    
    
    
    
    
    (8,490
    )Retirement of acquired debt
    
    
    
    
    
    
    
    
    
    
    (1,001
    )Proceeds from issuance of common stock
    
    
    3,111
    
    
    
    3,581
    
    
    
    1,329Net cash (used in) financing activities
    
    
    (69,843
    )
    
    
    (75,645
    )
    
    
    (22,017
    )Effect of exchange rate changes on cash
    
    
    984
    
    
    
    829
    
    
    
    879Net (decrease) increase in cash and cash equivalents
    
    
    (24,247
    )
    
    
    32,540
    
    
    
    27,476Cash and cash equivalents, beginning of year
    
    
    196,136
    
    
    
    163,596
    
    
    
    136,120Cash and cash equivalents, end of year
    
    $
    171,889
    
    
    $
    196,136
    
    
    $
    163,596Supplemental cash flow information:Income taxes paid
    
    $
    62,121
    
    
    $
    82,817
    
    
    $
    76,665Interest paid
    
    $
    774
    
    
    $
    1,248
    
    
    $
    580Non-cash transactions:Retirement of treasury shares
    
    $
    
    
    
    $
    
    
    
    $
    8,490Dividends payable
    
    $
    
    
    
    $
    
    
    
    $
    17,000Deferred taxes
    
    $
    
    
    
    $
    
    
    
    $
    775Capital expenditures in accounts payable
    
    $
    203
    
    
    $
    842
    
    
    $
    1,492Cancellation of restricted stock
    
    $
    35
    
    
    $
    42
    
    
    $
    
 See notes to consolidated financial statements.
 F-6




---



##### Table of Contents



Notes to the Consolidated Financial Statements for the Years Ended July 31, 2007, 2006 and 2005
 (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
 F-7




---



##### Table of Contents



Allowance for Doubtful Accounts
 Year Ended
    
    
    Year Ended
    
    
    Year EndedJuly 31, 2007
    
    
    July 31, 2006
    
    
    July 31, 2005Beginning Balance
    
    $
    105
    
    
    $
    506
    
    
    $
    558Charged to expense
    
    
    72
    
    
    
    98
    
    
    
    76Write-offs net of recoveries/payments
    
    
    (55
    )
    
    
    (499
    )
    
    
    (128
    )Ending Balance
    
    $
    122
    
    
    $
    105
    
    
    $
    506
 Insurance Reserves
 Revenue Recognition
       Dealer Volume Rebates Sales Incentives and Advertising Costs
 Estimates
 Foreign Currency
 Stock Options
 F-8




---



##### Table of Contents



Earnings Per Share
 2007
    
    
    2006
    
    
    2005Weighted average shares outstanding for basic earnings per share
    
    
    55,665,275
    
    
    
    56,502,865
    
    
    
    56,726,200Stock options and restricted stock
    
    
    257,833
    
    
    
    394,174
    
    
    
    381,363Weighted average shares outstanding assuming dilution
    
    
    55,923,108
    
    
    
    56,897,039
    
    
    
    57,107,563
  2005Net income as reported
    
    $
    119,143Deduct: Total stock-based employee compensation expense
determined under fair value method for all awards, net of
related tax effects
    
    
    (1,161
    )Pro forma
    
    $
    117,982Earnings per common share  basicAs reported
    
    $
    2.10Pro forma
    
    $
    2.08Earnings per common share  dilutedAs reported
    
    $
    2.09Pro forma
    
    $
    2.07
 Accounting Pronouncements
    B. ACQUISITIONS
  F-9




---



##### Table of Contents



C. GOODWILL AND OTHER INTANGIBLE ASSETS
   July 31, 2007
    
    July 31, 2006Accumulated
    
    
    
    
    
    AccumulatedCost
    
    Amortization
    
    Cost
    
    AmortizationAmortizable Intangible Assets- Non-compete agreements
    
    $
    6,256
    
    
    $
    4,350
    
    
    $
    15,889
    
    
    $
    13,048
    For the year ending July 2008
    
    $
    812For the year ending July 2009
    
    $
    476For the year ending July 2010
    
    $
    322For the year ending July 2011
    
    $
    239For the year ending July 2012
    
    $
    57
   July 31, 2007
    
    
July 31, 2006Goodwill
    
    
    Trademark
    
    
    Goodwill
    
    
    TrademarkRecreation VehiclesTowables
    
    $
    143,795
    
    
    $
    10,237
    
    
    $
    143,795
    
    
    $
    10,237Motorized
    
    
    17,252
    
    
    
    2,600
    
    
    
    17,252
    
    
    
    2,600Buses
    
    
    4,616
    
    
    
    1,063
    
    
    
    4,616
    
    
    
    1,063Total
    
    $
    165,663
    
    
    $
    13,900
    
    
    $
    165,663
    
    
    $
    13,900
 D. INVENTORIES
  F-10




---



##### Table of Contents



As of July 31,2007
    
    
    2006Finished products
    
    $
    12,326
    
    
    $
    13,416Work in process
    
    
    52,102
    
    
    
    51,208Raw materials
    
    
    87,245
    
    
    
    99,807Chassis
    
    
    42,528
    
    
    
    39,772Subtotal
    
    
    194,201
    
    
    
    204,203Less excess of FIFO costs over LIFO costs
    
    
    25,221
    
    
    
    21,034Total inventories
    
    $
    168,980
    
    
    $
    183,169
 E. LINE OF CREDIT
  F. INCOME TAXES
 Years ended July 31,2007
    
    
    2006
    
    
    2005Income taxes:Federal
    
    $
    66,049
    
    
    $
    82,256
    
    
    $
    54,963State and local
    
    
    (3,065
    )
    
    
    13,415
    
    
    
    7,645Foreign
    
    
    470
    
    
    
    1,129
    
    
    
    797Total current
    
    
    63,454
    
    
    
    96,800
    
    
    
    63,405Federal deferred
    
    
    (1,396
    )
    
    
    (3,863
    )
    
    
    5,934State and local deferred
    
    
    72
    
    
    
    (231
    )
    
    
    897Total deferred
    
    
    (1,324
    )
    
    
    (4,094
    )
    
    
    6,831Income taxes
    
    $
    62,129
    
    
    $
    92,706
    
    
    $
    70,236
   Years ended July 31,2007
    
    
    2006
    
    
    2005Provision at statutory rates
    
    $
    68,901
    
    
    $
    89,639
    
    
    $
    66,283State and local income taxes, net of federal tax benefit
    
    
    5,363
    
    
    
    8,730
    
    
    
    5,552Extraterritorial income benefit
    
    
    (362
    )
    
    
    (1,013
    )
    
    
    (1,221
    )Credits and incentives
    
    
    (1,150
    )
    
    
    (233
    )
    
    
    (490
    )Domestic production activities deduction
    
    
    (1,988
    )
    
    
    (2,396
    )
    
    
    Other, including reversal of income tax reserves
    
    
    (8,635
    )
    
    
    (2,021
    )
    
    
    112Income taxes
    
    $
    62,129
    
    
    $
    (92,706
    )
    
    $
    70,236
  July 31,
    
    
    July 31,2007
    
    
    2006A summary of deferred income taxes is:Current deferred tax asset (liability):Inventory basis
    
    $
    (1,166
    )
    
    $
    (1,076
    )Employee benefits
    
    
    1,454
    
    
    
    2,110Self-insurance
    
    
    2,506
    
    
    
    (518
    )Product warranties
    
    
    1,980
    
    
    
    3,377Other
    
    
    1,231
    
    
    
    1,005
 F-11




---



##### Table of Contents



July 31,
    
    
    July 31,2007
    
    
    2006Total current deferred tax asset included in deferred income taxes and other
    
    
    6,005
    
    
    
    4,898Long-term deferred tax asset (liability):Property basis
    
    
    (2,203
    )
    
    
    (2,211
    )Investments
    
    
    168
    
    
    
    162Deferred compensation
    
    
    4,773
    
    
    
    3,859Intangibles
    
    
    (3,250
    )
    
    
    (3,547
    )Other
    
    
    (2,848
    )
    
    
    (1,840
    )Total net long-term deferred tax liability included in deferred income taxes and other liabilities
    
    
    (3,360
    )
    
    
    (3,577
    )Net deferred tax asset (liability)
    
    $
    2,645
    
    
    $
    1,321
 G. LEASES
  H. EMPLOYEE BENEFIT PLANS
   I. CONTINGENT LIABILITIES AND COMMITMENTS
   Total
    
    Term ofCommitment
    
    Amount Commitment
    
    GuaranteeGuarantee on dealer financing
    
    $
    2,021
    
    
    less than 1 yearStandby repurchase obligation on dealer financing
    
    $
    844,673
    
    
    less than 1 year
   Fiscal 2007
    
    
    Fiscal 2006
    
    
    Fiscal 2005Cost of units repurchased
    
    $
    10,078
    
    
    $
    4,878
    
    
    $
    11,220Realization of units resold
    
    
    9,061
    
    
    
    4,230
    
    
    
    9,355Losses due to repurchase
    
    $
    1,017
    
    
    $
    648
    
    
    $
    1,865
 F-12




---



##### Table of Contents



J. STOCKHOLDERS EQUITY
      2007
    
    
    2006
    
    
    2005Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageShares
    
    
    Exercise Price
    
    
    Shares
    
    
    Exercise Price
    
    
    Shares
    
    
    Exercise PriceOutstanding at beginning of year
    
    
    533,038
    
    
    $
    21.29
    
    
    
    704,041
    
    
    $
    19.63
    
    
    
    792,344
    
    
    $
    18.07Exercised
    
    
    (123,618
    )
    
    
    15.60
    
    
    
    (171,003
    )
    
    
    14.47
    
    
    
    (110,636
    )
    
    
    11.79Canceled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (12,667
    )
    
    
    Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    30.51Outstanding at end of year
    
    
    409,420
    
    
    $
    21.92
    
    
    
    533,038
    
    
    $
    21.29
    
    
    
    704,041
    
    
    $
    19.63Exercisable at year-end
    
    
    388,420
    
    
    $
    21.53
    
    
    
    382,843
    
    
    $
    18.79
    
    
    
    426,375
    
    
    $
    14.48
   2005Expected volatility
    
    
    38
    %Expected life of grant
    
    6 yearsRisk free interest rate
    
    
    3.90
    %Expected dividend rate
    
    
    .30
    %
 F-13




---



##### Table of Contents



2007
    
    2006Weighted
    
    
    
    
    
    WeightedAverage Grant
    
    
    
    
    
    Average GrantShares
    
    Date Fair Value
    
    Shares
    
    Date Fair ValueNonvested, Beginning of year
    
    
    94,700
    
    
    $
    14.33
    
    
    
    115,700
    
    
    $
    12.93Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vested
    
    
    22,200
    
    
    
    7.62
    
    
    
    16,800
    
    
    
    5.77Forfeited
    
    
    (1,500
    )
    
    
    23.38
    
    
    
    (4,200
    )
    
    
    9.98Nonvested, End of year
    
    
    71,000
    
    
    $
    16.24
    
    
    
    94,700
    
    
    $
    14.33
   K. JOINT VENTURES
    F-14




---



##### Table of Contents



L. BUSINESS SEGMENTS
   2007
    
    
    2006
    
    
    2005Net sales:Recreation vehiclesTowables
    
    $
    1,890,100
    
    
    $
    2,173,483
    
    
    $
    1,742,108Motorized
    
    
    565,523
    
    
    
    577,025
    
    
    
    566,138Total Recreation Vehicles
    
    
    2,455,623
    
    
    
    2,750,508
    
    
    
    2,308,246Buses
    
    
    400,685
    
    
    
    315,768
    
    
    
    249,895Total
    
    $
    2,856,308
    
    
    $
    3,066,276
    
    
    $
    2,558,141Income before income taxes:Recreation vehiclesTowables
    
    $
    165,259
    
    
    $
    228,592
    
    
    $
    164,343Motorized
    
    
    25,140
    
    
    
    27,404
    
    
    
    24,607Total recreation vehicles
    
    
    190,399
    
    
    
    255,996
    
    
    
    188,950Buses
    
    
    18,997
    
    
    
    9,356
    
    
    
    7,492Corporate
    
    
    (12,536
    )
    
    
    (9,241
    )
    
    
    (7,063
    )Total
    
    $
    196,860
    
    
    $
    256,111
    
    
    $
    189,379Identifiable assets:Recreation vehiclesTowables
    
    $
    449,276
    
    
    $
    483,324
    
    
    $
    380,306Motorized
    
    
    147,598
    
    
    
    150,058
    
    
    
    126,045Total recreation vehicles
    
    
    596,874
    
    
    
    633,382
    
    
    
    506,351Buses
    
    
    105,864
    
    
    
    103,861
    
    
    
    96,942Corporate
    
    
    356,559
    
    
    
    267,482
    
    
    
    250,600Total
    
    $
    1,059,297
    
    
    $
    1,004,725
    
    
    $
    853,893Depreciation and amortization expense:Recreation vehiclesTowables
    
    $
    8,913
    
    
    $
    8,012
    
    
    $
    6,505Motorized
    
    
    2,916
    
    
    
    4,365
    
    
    
    2,672Total recreation vehicles
    
    
    11,829
    
    
    
    12,377
    
    
    
    9,177Buses
    
    
    1,877
    
    
    
    1,629
    
    
    
    1,556Corporate
    
    
    200
    
    
    
    40
    
    
    
    42Total
    
    $
    13,906
    
    
    $
    14,046
    
    
    $
    10,775Capital expenditures:Recreation vehiclesTowables
    
    $
    7,825
    
    
    $
    23,575
    
    
    $
    32,371Motorized
    
    
    3,913
    
    
    
    2,955
    
    
    
    14,562Total recreation vehicles
    
    
    11,738
    
    
    
    26,530
    
    
    
    46,933Buses
    
    
    1,226
    
    
    
    4,395
    
    
    
    683Corporate
    
    
    141
    
    
    
    83
    
    
    
    54Total
    
    $
    13,105
    
    
    $
    31,008
    
    
    $
    47,670
 F-15




---



##### Table of Contents



M. WARRANTY
  Year Ended
    
    
    Year Ended
    
    
    Year EndedJuly 31, 2007
    
    
    July 31, 2006
    
    
    July 31, 2005Beginning Balance
    
    $
    59,795
    
    
    $
    55,118
    
    
    $
    45,829Provision
    
    
    66,324
    
    
    
    63,137
    
    
    
    60,084Payments
    
    
    (61,809
    )
    
    
    (58,460
    )
    
    
    (51,940
    )Acquisitions
    
    
    
    
    
    
    
    
    
    
    1,145Ending Balance
    
    $
    64,310
    
    
    $
    59,795
    
    
    $
    55,118
 N. SUBSEQUENT EVENT
  F-16