##### Table of Contents



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 1934For the fiscal year ended July 31, 2009, Commission File Number 1-9235oro TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from          to
Commission file number 1-9235
 THOR INDUSTRIES, INC.
 
  Delaware
    
    93-0768752(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    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
 Yes  þ No  o
 o o
 þ o
  Large accelerated Filer þ
    
    Accelerated Filer oNon-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
    8ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
    12ITEM 2.
    
    PROPERTIES
    13ITEM 3.
    
    LEGAL PROCEEDINGS
    14ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    14PART IIITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
    14ITEM 6.
    
    SELECTED FINANCIAL DATA
    15ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    16ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    33ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    33ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
    34ITEM 9A.
    
    CONTROLS AND PROCEDURES
    34ITEM 9B.
    
    OTHER INFORMATION
    37PART IIIITEM 10.
    
    DIRECTORS , EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    37ITEM 11.
    
    EXECUTIVE COMPENSATION
    37ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED SHAREHOLDER MATTERS
    37ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
    38ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    38PART IVITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    39SIGNATURES
    
    
    41EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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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 Safari International, Flying Cloud
and Bambi Interstate
 Dutchmen
 Dutchmen Four Winds, Aero, Grand Junction Colorado
 Four Winds
 Four Winds Hurricane Windsport,
Mandalay, Dutchmen Chateau, Serrano, Ventura Fun Mover
 CrossRoads
 Cruiser, Seville, Zinger Sunset Trail Tranquility Westchester.
 Citair
 General Coach




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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




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2009
    
    
    
    
    
    
    2008
    
    
    
    
    
    
    2007Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %Recreation Vehicles:Towables
    
    
    $ 953,279
    
    
    
    63
    
    
    
    $ 1,763,099
    
    
    
    67
    
    
    
    $ 1,890,100
    
    
    
    66Motorized
    
    
    161,727
    
    
    
    10
    
    
    
    461,856
    
    
    
    17
    
    
    
    565,523
    
    
    
    20Total Recreation Vehicles
    
    
    1,115,006
    
    
    
    73
    
    
    
    2,224,955
    
    
    
    84
    
    
    
    2,455,623
    
    
    
    86Buses
    
    
    406,890
    
    
    
    27
    
    
    
    415,725
    
    
    
    16
    
    
    
    400,685
    
    
    
    14Total Net Sales
    
    
    $ 1,521,896
    
    
    
    100
    
    
    
    $ 2,640,680
    
    
    
    100
    
    
    
    $ 2,856,308
    
    
    
    100
 Recreation Vehicles
 Overview
      Production




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Seasonality
  Marketing and Distribution




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Joint Ventures
   Backlog
   Product Warranties
  Buses
 Overview
 Axess
 Production




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Marketing and Distribution
   Backlog
   Product Warranties
  Regulation




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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




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Available Information
 http://www.sec.gov
 
 ITEM 1A. RISK FACTORS
  Risks Relating to Our Investigation
 We have been subject to an SEC review regarding the facts and circumstances giving rise to the
restatement of our previously issued financial statements and related matters.
  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.
  Our business may be affected by certain external factors beyond our control.
  
    
    overall consumer confidence and the level of discretionary consumer spending;
    
    inventory levels, including the level of retail sales by our dealers;




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
    
    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;
    
    public policy on mass transit;
    
    the adverse impact of terrorism on consumer spending and travel related activities; and
    
    increases in raw material costs.
  The loss of one or more of our significant dealers could have a significant effect on our business.
  Certain of our notes may have collectibility risk.
  A significant portion of our sales of small and mid-size buses are derived from state and local
transportation authorities.




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




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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.




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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




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ITEM 2. PROPERTIES
   ApproximateNo. of
    
    Building 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
    
    
    9
    
    
    560,000Bristol, IN (Dutchmen) (9)
    
    Owned
    
    
    1
    
    
    54,000Syracuse, IN (Aero-Dutchmen) (9)
    
    Owned
    
    
    3
    
    
    133,000Syracuse, IN (Aero-Dutchmen) (1)
    
    Leased
    
    
    1
    
    
    49,000Elkhart, IN (Four Winds)
    
    Owned
    
    
    9
    
    
    707,000Elkhart, IN (Four Winds) (2)
    
    Leased
    
    
    2
    
    
    67,000Elkhart, IN (Damon) (9)
    
    Owned
    
    
    8
    
    
    283,000Elkhart, IN (Damon) (3)
    
    Leased
    
    
    2
    
    
    26,000Nappanee, IN (Breckenridge)
    
    Owned
    
    
    2
    
    
    144,000Topeka, IN (CrossRoads)
    
    Owned
    
    
    5
    
    
    250,000Clackamas, OR (Komfort)
    
    Owned
    
    
    1
    
    
    107,000Moreno Valley, CA (4)
    
    Leased
    
    
    3
    
    
    166,000Moreno Valley, CA (5)
    
    Leased
    
    
    1
    
    
    49,000Goshen, IN (Keystone) (6)
    
    Leased
    
    
    4
    
    
    220,000Goshen, IN (Keystone)
    
    Owned
    
    
    12
    
    
    1,060,000Howe, IN (Keystone) (8)
    
    Leased
    
    
    1
    
    
    168,000Pendleton, OR (Keystone)
    
    Owned
    
    
    1
    
    
    146,000Pendleton, OR (Keystone) (7)
    
    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
    
    
    
    
    
    
    94
    
    
    5,761,000
 
 (1)
    
    This location is occupied under a net lease which expires in 2010 with option to purchase.
Location is currently vacant and lease is not expected to be renewed at expiration.(2)
    
    These locations are occupied under net leases expiring in 2010 and 2011.(3)
    
    These locations are occupied under net leases expiring in 2013. Location is currently vacant
and is on the market for sub-leasing.(4)
    
    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.(5)
    
    This location is occupied under a net lease which expires in 2010.(6)
    
    One location lease expires in December 2009 and is expected to be purchased at the expiration
of the lease. A second location is vacant and the lease expires in December 2009 and is not
expected to be renewed. The other two leased locations expire in 2012 with an option to renew
for 5 years and are currently being utilized.(7)
    
    This location is occupied under a net lease expiring in November 2011 with an option to renew
for 7 years.(8)
    
    This location is occupied under a net lease expiring in February 2010. This location is
currently vacant and lease is not expected to be renewed at expiration.(9)
    
    Locations are vacant and have been placed on the market.




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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 2009
    
    
    Fiscal 2008High
    
    
    Low
    
    
    High
    
    
    LowFirst Quarter
    
    $
    31.85
    
    
    $
    14.68
    
    
    $
    52.31
    
    
    $
    38.68Second Quarter
    
    
    19.09
    
    
    
    10.51
    
    
    
    47.48
    
    
    
    29.72Third Quarter
    
    
    23.29
    
    
    
    9.54
    
    
    
    36.91
    
    
    
    26.73Fourth Quarter
    
    
    23.95
    
    
    
    16.65
    
    
    
    31.32
    
    
    
    19.62
 Holders
  Dividends




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Equity
Compensation Plan Information
  
 ITEM 6. SELECTED FINANCIAL DATA
 Fiscal Years Ended July 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Income statement data:Net sales (3)
    
    $
    1,521,896
    
    
    $
    2,640,680
    
    
    $
    2,856,308
    
    
    $
    3,066,276
    
    
    $
    2,558,141Net income (1) (2) (3) (4)
    
    
    17,143
    
    
    
    92,706
    
    
    
    134,731
    
    
    
    163,405
    
    
    
    119,143Earnings per common share (1) (2) (3) (4)Basic
    
    
    .31
    
    
    
    1.67
    
    
    
    2.42
    
    
    
    2.89
    
    
    
    2.10Diluted
    
    
    .31
    
    
    
    1.66
    
    
    
    2.41
    
    
    
    2.87
    
    
    
    2.09Dividends declared per common share
    
    
    .28
    
    
    
    2.28
    
    
    
    1.28
    
    
    
    .19
    
    
    
    .42Dividends paid per common share
    
    
    .28
    
    
    
    2.28
    
    
    
    1.28
    
    
    
    .49
    
    
    
    .12Balance sheet data:Total assets (1) (2) (3)
    
    $
    951,124
    
    
    $
    996,562
    
    
    $
    1,059,297
    
    
    $
    1,004,725
    
    
    $
    853,893
 
 (1)
    
    Selected financial data for 2009 includes non-cash goodwill and trademark impairments of
$9,717 and $564, respectively, for the goodwill and trademarks associated with subsidiaries
in our motorized segment.(2)
    
    Selected financial data for 2008 includes a non-cash goodwill impairment of $7,535 for the
goodwill associated with a subsidiary within our motorized segment, an impairment of $1,962 to
adjust certain properties to fair market value and provisions of $5,411 recorded in connection
with the sale of our Thor California travel trailer and fifth wheel business during fiscal
2008.(3)
    
    Selected financial data for 2009, 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.(4)
    
    Selected financial data for 2007 includes expenses of $6,858 as a direct result of the
Audit Committees investigation and the Companys review of the accounting practices at
Dutchmen and certain of our other operating subsidiaries. These costs primarily relate to
professional services for legal, accounting and tax guidance. In addition, we incurred costs
relating to the audit of our restated consolidated financial statements.




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ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Executive Overview
      Trends and Business Outlook




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FISCAL 2009 VS. FISCAL 2008
 ChangeFiscal 2009
    
    
    Fiscal 2008
    
    
    Amount
    
    
    %NET SALESRecreation VehiclesTowables
    
    $
    953,279
    
    
    $
    1,763,099
    
    
    $
    (809,820)
    
    
    
    (45.9)Motorized
    
    
    161,727
    
    
    
    461,856
    
    
    
    (300,129)
    
    
    
    (65.0)Total Recreation Vehicles
    
    
    1,115,006
    
    
    
    2,224,955
    
    
    
    (1,109,949)
    
    
    
    (49.9)Buses
    
    
    406,890
    
    
    
    415,725
    
    
    
    (8,835)
    
    
    
    (2.1)Total
    
    $
    1,521,896
    
    
    $
    2,640,680
    
    
    $
    (1,118,784)
    
    
    
    (42.4)# OF UNITSRecreation VehiclesTowables
    
    
    43,300
    
    
    
    78,888
    
    
    
    (35,588)
    
    
    
    (45.1)Motorized
    
    
    2,165
    
    
    
    5,863
    
    
    
    (3,698)
    
    
    
    (63.1)Total Recreation Vehicles
    
    
    45,465
    
    
    
    84,751
    
    
    
    (39,286)
    
    
    
    (46.4)Buses
    
    
    6,145
    
    
    
    6,280
    
    
    
    (135)
    
    
    
    (2.1)Total
    
    
    51,610
    
    
    
    91,031
    
    
    
    (39,421)
    
    
    
    (43.3)
 % of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    ChangeFiscal 2009
    
    
    Net Sales
    
    
    Fiscal 2008
    
    
    Net Sales
    
    
    Amount
    
    
    %GROSS PROFITRecreation VehiclesTowables
    
    $
    111,475
    
    
    
    11.7
    
    
    $
    246,505
    
    
    
    14.0
    
    
    $
    (135,030)
    
    
    
    (54.8)Motorized
    
    
    272
    
    
    
    0.2
    
    
    
    35,928
    
    
    
    7.8
    
    
    
    (35,656)
    
    
    
    (99.2)Total Recreation Vehicles
    
    
    111,747
    
    
    
    10.0
    
    
    
    282,433
    
    
    
    12.7
    
    
    
    (170,686)
    
    
    
    (60.4)Buses
    
    
    40,790
    
    
    
    10.0
    
    
    
    39,993
    
    
    
    9.6
    
    
    
    797
    
    
    
    2.0Total
    
    $
    152,537
    
    
    
    10.0
    
    
    $
    322,426
    
    
    
    12.2
    
    
    $
    (169,889)
    
    
    
    (52.7)SELLING, GENERAL AND
ADMINISTRATIVE EXPENSESRecreation VehiclesTowables
    
    $
    64,441
    
    
    
    6.8
    
    
    $
    102,356
    
    
    
    5.8
    
    
    $
    (37,915)
    
    
    
    (37.0)Motorized
    
    
    19,695
    
    
    
    12.2
    
    
    
    28,899
    
    
    
    6.3
    
    
    
    (9,204)
    
    
    
    (31.8)Total Recreation Vehicles
    
    
    84,136
    
    
    
    7.5
    
    
    
    131,255
    
    
    
    5.9
    
    
    
    (47,119)
    
    
    
    (35.9)Buses
    
    
    22,782
    
    
    
    5.6
    
    
    
    18,088
    
    
    
    4.4
    
    
    
    4,694
    
    
    
    26.0Corporate
    
    
    17,660
    
    
    
    
    
    
    
    27,725
    
    
    
    
    
    
    
    (10,065)
    
    
    
    (36.3)Total
    
    $
    124,578
    
    
    
    8.2
    
    
    $
    177,068
    
    
    
    6.7
    
    
    $
    (52,490)
    
    
    
    (29.6)INCOME (LOSS) BEFORE INCOME TAXESRecreation VehiclesTowables
    
    $
    47,347
    
    
    
    5.0
    
    
    $
    146,306
    
    
    
    8.3
    
    
    $
    (98,959)
    
    
    
    (67.6)Motorized
    
    
    (29,728)
    
    
    
    (18.4)
    
    
    
    (522)
    
    
    
    (0.1)
    
    
    
    (29,206)
    
    
    
    (5595.0)Total Recreation Vehicles
    
    
    17,619
    
    
    
    1.6
    
    
    
    145,784
    
    
    
    6.6
    
    
    
    (128,165)
    
    
    
    (87.9)Buses
    
    
    17,422
    
    
    
    4.3
    
    
    
    21,132
    
    
    
    5.1
    
    
    
    (3,710)
    
    
    
    (17.6)Corporate
    
    
    (11,646)
    
    
    
    
    
    
    
    (14,509)
    
    
    
    
    
    
    
    2,863
    
    
    
    19.7Total
    
    $
    23,395
    
    
    
    1.5
    
    
    $
    152,407
    
    
    
    5.8
    
    
    $
    (129,012)
    
    
    
    (84.6)
 As of
    
    
    As of
    
    
    ChangeORDER BACKLOG
    

July 31, 2009
    
    
    July 31, 2008
    
    
    Amount
    
    
    %Recreation VehiclesTowables
    
    $
    262,072
    
    
    $
    106,792
    
    
    $
    155,280
    
    
    
    145.4Motorized
    
    
    36,256
    
    
    
    38,774
    
    
    
    (2,518)
    
    
    
    (6.5)Total Recreation Vehicles
    
    
    298,328
    
    
    
    145,566
    
    
    
    152,762
    
    
    
    104.9Buses
    
    
    289,531
    
    
    
    260,805
    
    
    
    28,726
    
    
    
    11.0Total
    
    $
    587,859
    
    
    $
    406,371
    
    
    $
    181,488
    
    
    
    44.7




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CONSOLIDATED




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SEGMENT REPORTING
 Towable Recreation Vehicles
 Analysis of Change in Net Sales for Fiscal 2009 vs. Fiscal 2008
 % of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    Change
    
    
    %Fiscal 2009
    
    
    Net Sales
    
    
    Fiscal 2008
    
    
    Net Sales
    
    
    Amount
    
    
    ChangeNET SALES:TowablesTravel Trailers
    
    $
    489,637
    
    
    
    51.3
    
    
    $
    864,796
    
    
    
    49.0
    
    
    $
    (375,159)
    
    
    
    (43.4)Fifth Wheels
    
    
    425,826
    
    
    
    44.7
    
    
    
    839,168
    
    
    
    47.6
    
    
    
    (413,342)
    
    
    
    (49.3)Other
    
    
    37,816
    
    
    
    4.0
    
    
    
    59,135
    
    
    
    3.4
    
    
    
    (21,319)
    
    
    
    (36.1)Total Towables
    
    $
    953,279
    
    
    
    100.0
    
    
    $
    1,763,099
    
    
    
    100.0
    
    
    $
    (809,820)
    
    
    
    (45.9)
 % of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    Change
    
    
    %Fiscal 2009
    
    
    Shipments
    
    
    Fiscal 2008
    
    
    Shipments
    
    
    Amount
    
    
    Change# OF UNITS:TowablesTravel Trailers
    
    
    28,292
    
    
    
    65.4
    
    
    
    48,855
    
    
    
    61.9
    
    
    
    (20,563)
    
    
    
    (42.1)Fifth Wheels
    
    
    13,823
    
    
    
    31.9
    
    
    
    28,169
    
    
    
    35.7
    
    
    
    (14,346)
    
    
    
    (50.9)Other
    
    
    1,185
    
    
    
    2.7
    
    
    
    1,864
    
    
    
    2.4
    
    
    
    (679)
    
    
    
    (36.4)Total Towables
    
    
    43,300
    
    
    
    100.0
    
    
    
    78,888
    
    
    
    100.0
    
    
    
    (35,588)
    
    
    
    (45.1)
 IMPACT OF CHANGE IN PRICE ON NET SALES:
 %Increase /(Decrease)TowablesTravel Trailer
    
    
    (1.3)
    %Fifth Wheel
    
    
    1.6
    %Other
    
    
    0.3
    %Total Towables
    
    
    (0.8)
    %




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##### Table of Contents



Motorized Recreation Vehicles
 Analysis of Change in Net Sales for Fiscal 2009 vs. Fiscal 2008
 % of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    Change
    
    
    %Fiscal 2009
    
    
    Net Sales
    
    
    Fiscal 2008
    
    
    Net Sales
    
    
    Amount
    
    
    ChangeNET SALES:MotorizedClass A
    
    $
    89,477
    
    
    
    55.3
    
    
    $
    306,577
    
    
    
    66.4
    
    
    $
    (217,100)
    
    
    
    (70.8)Class C
    
    
    62,789
    
    
    
    38.8
    
    
    
    152,134
    
    
    
    32.9
    
    
    
    (89,345)
    
    
    
    (58.7)Other
    
    
    9,461
    
    
    
    5.9
    
    
    
    3,145
    
    
    
    0.7
    
    
    
    6,316
    
    
    
    200.8Total Motorized
    
    $
    161,727
    
    
    
    100.0
    
    
    $
    461,856
    
    
    
    100.0
    
    
    $
    (300,129)
    
    
    
    (65.0)
 % of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    Change
    
    
    %Fiscal 2009
    
    
    Shipments
    
    
    Fiscal 2008
    
    
    Shipments
    
    
    Amount
    
    
    Change# OF UNITS:MotorizedClass A
    
    
    913
    
    
    
    42.2
    
    
    
    3,192
    
    
    
    54.4
    
    
    
    (2,279)
    
    
    
    (71.4)Class C
    
    
    1,131
    
    
    
    52.2
    
    
    
    2,631
    
    
    
    44.9
    
    
    
    (1,500)
    
    
    
    (57.0)Other
    
    
    121
    
    
    
    5.6
    
    
    
    40
    
    
    
    0.7
    
    
    
    81
    
    
    
    202.5Total Motorized
    
    
    2,165
    
    
    
    100.0
    
    
    
    5,863
    
    
    
    100.0
    
    
    
    (3,698)
    
    
    
    (63.1)




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##### Table of Contents



IMPACT OF CHANGE IN PRICE ON NET SALES:
 %Increase/(Decrease)MotorizedClass A
    
    
    0.6
    %Class C
    
    
    (1.7)
    %Other
    
    
    (1.7)
    %Total Motorized
    
    
    (1.9)
    %




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##### Table of Contents



Buses
 Analysis of Change in Net Sales for Fiscal 2009 vs. Fiscal 2008
 Fiscal 2009
    
    
    Fiscal 2008
    
    
    Change
    
    
    % ChangeNet Sales
    
    $
    406,890
    
    
    $
    415,725
    
    
    $
    (8,835)
    
    
    
    (2.1)# of Units
    
    
    6,145
    
    
    
    6,280
    
    
    
    (135)
    
    
    
    (2.1)Impact of Change in Price on Net Sales
    
    
    
    
    
    
    
    0.0




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##### Table of Contents



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
    
    
    ChangeFiscal 2008
    
    
    Net Sales
    
    
    Fiscal 2007
    
    
    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)
    
    
    
    (0.4)INCOME (LOSS) BEFORE INCOME TAXESRecreation VehiclesTowables
    
    $
    146,306
    
    
    
    8.3
    
    
    $
    165,259
    
    
    
    8.7
    
    
    $
    (18,953)
    
    
    
    (11.5)Motorized
    
    
    (522)
    
    
    
    (0.1)
    
    
    
    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)
    
    
    
    (15.7)Total
    
    $
    152,407
    
    
    
    5.8
    
    
    $
    196,860
    
    
    
    6.9
    
    
    $
    (44,453)
    
    
    
    (22.6)
 As of
    
    
    As of
    
    
    ChangeORDER BACKLOG
    
    July 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)




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##### Table of Contents



CONSOLIDATED




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##### Table of Contents



SEGMENT REPORTING
 Towable Recreation Vehicles
 Analysis of Change in Net Sales for Fiscal 2008 vs. Fiscal 2007
 % of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    Change
    
    
    %Fiscal 2008
    
    
    Net Sales
    
    
    Fiscal 2007
    
    
    Net Sales
    
    
    Amount
    
    
    ChangeNET SALES:TowablesTravel Trailers
    
    $
    864,796
    
    
    
    49.0
    
    
    $
    921,204
    
    
    
    48.7
    
    
    $
    (56,408
    )
    
    
    (6.1
    )Fifth Wheels
    
    
    839,168
    
    
    
    47.6
    
    
    
    902,873
    
    
    
    47.8
    
    
    
    (63,705
    )
    
    
    (7.1
    )Other
    
    
    59,135
    
    
    
    3.4
    
    
    
    66,023
    
    
    
    3.5
    
    
    
    (6,888
    )
    
    
    (10.4
    )Total Towables
    
    $
    1,763,099
    
    
    
    100.0
    
    
    $
    1,890,100
    
    
    
    100.0
    
    
    $
    (127,001
    )
    
    
    (6.7
    )
 % of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    Change
    
    
    %Fiscal 2008
    
    
    Shipments
    
    
    Fiscal 2007
    
    
    Shipments
    
    
    Amount
    
    
    Change# OF UNITS:TowablesTravel Trailers
    
    
    48,855
    
    
    
    61.9
    
    
    
    53,459
    
    
    
    61.1
    
    
    
    (4,604
    )
    
    
    (8.6
    )Fifth Wheels
    
    
    28,169
    
    
    
    35.7
    
    
    
    31,720
    
    
    
    36.2
    
    
    
    (3,551
    )
    
    
    (11.2
    )Other
    
    
    1,864
    
    
    
    2.4
    
    
    
    2,327
    
    
    
    2.7
    
    
    
    (463
    )
    
    
    (19.9
    )Total Towables
    
    
    78,888
    
    
    
    100.0
    
    
    
    87,506
    
    
    
    100.0
    
    
    
    (8,618
    )
    
    
    (9.8
    )
 IMPACT OF CHANGE IN PRICE ON NET SALES:
 %IncreaseTowablesTravel Trailer
    
    
    2.5%Fifth Wheel
    
    
    4.1%Other
    
    
    9.5%Total Towables
    
    
    3.1%




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##### Table of Contents








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##### Table of Contents



Motorized Recreation Vehicles
 Analysis of Change in Net Sales for Fiscal 2008 vs. Fiscal 2007
 % of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    Change
    
    
    %Fiscal 2008
    
    
    Net Sales
    
    
    Fiscal 2007
    
    
    Net Sales
    
    
    Amount
    
    
    ChangeNET SALES:MotorizedClass A
    
    $
    306,577
    
    
    
    66.4
    
    
    $
    383,938
    
    
    
    67.9
    
    
    $
    (77,361)
    
    
    
    (20.1)Class C
    
    
    152,134
    
    
    
    32.9
    
    
    
    170,709
    
    
    
    30.2
    
    
    
    (18,575)
    
    
    
    (10.9)Other
    
    
    3,145
    
    
    
    0.7
    
    
    
    10,876
    
    
    
    1.9
    
    
    
    (7,731)
    
    
    
    (71.1)Total Motorized
    
    $
    461,856
    
    
    
    100.0
    
    
    $
    565,523
    
    
    
    100.0
    
    
    $
    (103,667)
    
    
    
    (18.3)
 % of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    Change
    
    
    %Fiscal 2008
    
    
    Shipments
    
    
    Fiscal 2007
    
    
    Shipments
    
    
    Amount
    
    
    Change# OF UNITS:MotorizedClass A
    
    
    3,192
    
    
    
    54.4
    
    
    
    4,450
    
    
    
    58.3
    
    
    
    (1,258)
    
    
    
    (28.3)Class C
    
    
    2,631
    
    
    
    44.9
    
    
    
    3,023
    
    
    
    39.6
    
    
    
    (392)
    
    
    
    (13.0)Other
    
    
    40
    
    
    
    0.7
    
    
    
    161
    
    
    
    2.1
    
    
    
    (121)
    
    
    
    (75.2)Total Motorized
    
    
    5,863
    
    
    
    100.0
    
    
    
    7,634
    
    
    
    100.0
    
    
    
    (1,771)
    
    
    
    (23.2)
 IMPACT OF CHANGE IN PRICE ON NET SALES:
 %Motorized
    
    IncreaseClass A
    
    
    8.2
    %Class C
    
    
    2.1
    %Other
    
    
    4.1
    %Total Motorized
    
    
    4.9
    %




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##### Table of Contents



Buses
 Analysis of Change in Net Sales for Fiscal 2008 vs. Fiscal 2007
  Fiscal 2008
    
    
    Fiscal 2007
    
    
    Change
    
    
    % ChangeNet Sales
    
    $
    415,725
    
    
    $
    400,685
    
    
    $
    15,040
    
    
    
    3.8# of Units
    
    
    6,280
    
    
    
    6,497
    
    
    
    (217
    )
    
    
    (3.3)Impact of Change in Price on Net Sales
    
    
    7.1




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##### Table of Contents



Financial Condition and Liquidity
      Critical Accounting Principles
  Impairment of Goodwill, Trademarks and Long-Lived Assets




---



##### Table of Contents



Insurance Reserves
   Product Warranty
  Income Taxes




---



##### Table of Contents



Revenue Recognition
       Repurchase Commitments
  Investments
  Principal Contractual Obligations and Commercial Commitments
  Payments Due By PeriodContractual
Obligations
    
    Total
    
    
    Fiscal 2010
    
    
    Fiscal 2011-2012
    
    
    Fiscal 2013-2014
    
    
    After 5 YearsOperating leases and other
    
    $
    5,608
    
    
    
    $
    2,942
    
    
    
    
    $
    2,300
    
    
    
    
    $
    366
    
    
    
    
    $
    Consigned Inventory
    
    
    31,201
    
    
    
    
    31,201
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unrecognized tax benefits (1)
    
    
    957
    
    
    
    
    957
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    37,766
    
    
    
    $
    35,100
    
    
    
    
    $
    2,300
    
    
    
    
    $
    366
    
    
    
    
    $
 (1)
    
    We have included in unrecognized tax benefits approximately $957 for payments expected to be
made in fiscal 2010. Unrecognized tax benefits in the amount of approximately $46,355 have
been excluded from the table because we are unable to determine a reasonably reliable estimate
of the timing of future payment.




---



##### Table of Contents



Total
    
    
    Amount of Commitment Expiration Per PeriodOther Commercial Commitments
    
    Amounts
    
    
    Less ThanCommitted
    
    
    One Year
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    Over 5 YearsGuarantees
    
    $
    7,112
    
    
    $
    7,112
    
    
    $
    
    
    
    $
    
    
    
    $
    Standby repurchase obligations
    
    
    447,706
    
    
    
    447,706
    
    
    
    
    
    
    
    
    
    
    
    Total commercial commitments
    
    $
    454,818
    
    
    $
    454,818
    
    
    $
    
    
    
    $
    
    
    
    $
    
 Accounting Pronouncements
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  SEE ITEM 15
 Quarterly Financial Data (Unaudited)
 October 31
    
    
    January 31 (1)
    
    
    April 30 (2)(4)
    
    
    July 31 (5)(6)Fiscal 2009Net sales
    
    $
    438,817
    
    
    $
    226,683
    
    
    $
    415,472
    
    
    $
    440,924Gross profit
    
    
    40,063
    
    
    
    8,157
    
    
    
    46,447
    
    
    
    57,870Net income (loss)
    
    
    5,120
    
    
    
    (14,860
    )
    
    
    2,102
    
    
    
    24,781Earnings (loss) per common shareBasic
    
    
    0.09
    
    
    
    (0.27
    )
    
    
    0.04
    
    
    
    0.45Diluted
    
    
    0.09
    
    
    
    (0.27
    )
    
    
    0.04
    
    
    
    0.45Dividends declared per common share
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07Dividends paid per common share
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07Market prices per common shareHigh
    
    $
    31.85
    
    
    $
    19.09
    
    
    $
    23.29
    
    
    $
    23.95Low
    
    $
    14.68
    
    
    $
    10.51
    
    
    $
    9.54
    
    
    $
    16.65October 31
    
    
    January 31
    
    
    April 30
    
    
    July 31 (3)Fiscal 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
    
    
    0.69
    
    
    
    0.39
    
    
    
    0.51
    
    
    
    0.09Diluted
    
    
    0.68
    
    
    
    0.39
    
    
    
    0.50
    
    
    
    0.09Dividends declared per common share
    
    
    2.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07Dividends paid per common share
    
    
    2.07
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07Market prices per common shareHigh
    
    $
    52.31
    
    
    $
    47.48
    
    
    $
    36.91
    
    
    $
    31.32Low
    
    $
    38.68
    
    
    $
    29.72
    
    
    $
    26.73
    
    
    $
    19.62




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##### Table of Contents



(1)
    
    The second quarter ended January 31, 2009 includes a non-cash trademark impairment of
$564 for the trademark associated with a subsidiary within our motorized segment.(2)
    
    The third quarter ended April 30, 2009 includes a non-cash goodwill impairment of
$9,717 for the goodwill associated with a subsidiary within our motorized segment.(3)
    
    The fourth quarter ended July 31, 2008 includes a non-cash goodwill impairment of
$7,535 for the goodwill associated with a subsidiary within our motorized segment, an
impairment of $1,962 to adjust certain properties to fair market value and provisions of
$5,411 recorded in connection with the sale of our Thor California travel trailer and fifth
wheels business during fiscal 2008.(4)
    
    The third quarter ended April 30, 2009 net income was overstated by $3,694, due to the
income taxes related to the $9,717 goodwill impairment charge taken in the third quarter.
The impairment charge was improperly treated as being deductible for tax purposes. The
Company corrected this error in the fourth quarter.(5)
    
    The fourth quarter net income was decreased by $673 due to the correction of two
out-of-period income tax errors. Net income was decreased by $3,694 due to the third
quarter error referred to in item (4) above. Net income was increased by $3,021 due to
adjustments to the Companys prior year accrual for income taxes payable.(6)
    
    The fourth quarter ended July 31, 2009 includes a liquidation of LIFO inventory
layers, which are carried at lower costs. The affect of these liquidations was to increase
net income in the fourth quarter of 2009 by approximately $4,300. It is the Companys
policy to record the earning effect of LIFO inventory liquidations in the quarter in which
a decrease for the entire year becomes certain.
 
 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Part A  Disclosure Controls and Procedures.
  Part B  Managements Annual Report on Internal Control Over Financial Reporting




---



##### Table of Contents



Internal
ControlIntegrated Framework
  Part C  Changes in Internal Control Over Financial Reporting




---



##### Table of Contents



Part D  Attestation Report of Independent Registered Public Accounting Firm
 
 Internal Control
 Integrated Framework
    Internal Control 
Integrated Framework




---



##### 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
  (c) Number of securities remaining(a) Number of securities to
    
    (b) Weighted-average
    
    available for future issuance underbe issued upon exercise of
    
    exercise price of
    
    equity compensation plansoutstanding options,
    
    outstanding options,
    
    (excluding securities reflected inPlan Category
    
    warrants and rights
    
    warrants and rights
    
    column (a))Equity compensation plans approved by security holders
    
    
    513,561
    (1)
    
    
    $  23.47
    
    
    
    900,000
    (2)Equity compensation plans not approved by security
holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    513,561
    
    
    
    $  23.47
    
    
    
    900,000
 (1)
    
    Represents shares underlying stock options granted pursuant to the 2006 Plan and 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.




---



##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES




---



##### 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, 2009 and 2008
    
    
    F-2Consolidated Statements of Income for the Years Ended July 31, 2009, 2008 and 2007
    
    
    F-4Consolidated Statements of Stockholders Equity and Comprehensive Income for the Years Ended July 31, 2009, 2008 and 2007
    
    
    F-5Consolidated Statements of Cash Flows for the Years Ended July 31, 2009, 2008 and 2007
    
    
    F-6Notes to Consolidated Financial Statements for the Years Ended July 31, 2009, 2008 and 2007
    
    
    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.
Amended and Restated Select Executive Incentive Plan (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K dated December 15, 2008)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. Amended and Restated Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form 8-K dated December 15, 2008)10.6
    
    Thor Industries, Inc. 2008 Annual Incentive Plan (incorporated by
reference to
Exhibit 10.1 of the Companys Current Report on Form 8-K dated December 15, 2008)10.7
    
    Offer Letter of Christian G. Farman (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form
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 Current Report on Form 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 Current
Report on Form 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 Current Report on Form 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 Current Report on Form 8-K dated
May 6, 2008)10.12
    
    Credit Agreement between the Company and Stephen Adams, in his individual capacity, and Stephen Adams and his successors,
as trustee under the Stephen Adams Living Trust, dated January 15, 2009 (incorporated by reference to Exhibit 10.1 of the
Companys Current Report on Form 8-K dated January 22, 2009).10.13
    
    Credit Agreement between the Company and Stephen Adams, in his individual capacity, and Stephen Adams and his successors,
as trustee under the Stephen Adams Living Trust, dated January 30, 2009 (incorporated by reference to Exhibit 10.1 of the
Companys Current Report on Form 8-K dated February 3, 2009).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*23.1
    
    Consent of Deloitte &
Touche LLP, dated September 29, 2009*31.1
    
    Certification of the Chief Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*




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##### Table of Contents



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**




---



##### Table of Contents



(Signed)
    
    /S/ Wade F. B. Thompson
 
   (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, 2009
    
    
    
    Date: September 29, 2009(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, 2009
    
    
    
    Date: September 29, 2009(Signed)  /S/ William C. Tomson
    
    
    
    (Signed)
    
    /S/ Neil D. ChrismanWilliam C. Tomson
    
    
    
    
    
    Neil D. ChrismanDirector
    
    
    
    
    
    DirectorDate: September 29, 2009
    
    
    
    Date: September 29, 2009(Signed)  /S/ Geoffrey A. Thompson
    
    
    
    (Signed)
    
    /S/ Jan H. SuwinskiGeoffrey A. Thompson
    
    
    
    
    
    Jan H. SuwinskiDirector
    
    
    
    
    
    DirectorDate: September 29, 2009
    
    
    
    Date: September 29, 2009




---



##### Table of Contents



Internal Control  Integrated Framework




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##### Table of Contents



Consolidated Balance Sheets, July 31, 2009 and 2008
  2009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    221,684
    
    
    $
    189,620Investments-short term (Note A)
    
    
    107,150
    
    
    
    Accounts receivable:Trade, less allowance for doubtful accounts  $302 in 2009 and $295 in 2008 (Note A)
    
    
    111,793
    
    
    
    136,866Other
    
    
    3,823
    
    
    
    9,489Inventories (Note D)
    
    
    105,278
    
    
    
    152,582Notes receivable (Note Q)
    
    
    10,000
    
    
    
    Deferred income taxes and other (Note F)
    
    
    44,290
    
    
    
    39,363Total current assets
    
    
    604,018
    
    
    
    527,920Property, plant and equipment:Land
    
    
    20,310
    
    
    
    21,090Buildings and improvements
    
    
    134,161
    
    
    
    135,167Machinery and equipment
    
    
    69,566
    
    
    
    71,965Total cost
    
    
    224,037
    
    
    
    228,222Less accumulated depreciation
    
    
    81,176
    
    
    
    74,992Net property, plant and equipment
    
    
    142,861
    
    
    
    153,230Investments  Joint ventures (Note K)
    
    
    2,257
    
    
    
    3,269Other assets:Long term investments
    
    
    13,428
    
    
    
    126,403Goodwill (Note C)
    
    
    148,411
    
    
    
    158,128Noncompete agreements  Net (Note C)
    
    
    617
    
    
    
    1,093Trademarks (Note C)
    
    
    13,336
    
    
    
    13,900Long term notes receivable (Note Q)
    
    
    10,000
    
    
    
    Deferred income taxes and other (Note F)
    
    
    16,196
    
    
    
    12,619Total other assets
    
    
    201,988
    
    
    
    312,143Total
    
    $
    951,124
    
    
    $
    996,562
 See notes to consolidated financial statements.




---



##### Table of Contents



2009
    
    
    2008Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    78,120
    
    
    $
    96,158Accrued liabilities:Compensation and related items
    
    
    22,548
    
    
    
    24,845Product warranties (Note M)
    
    
    41,717
    
    
    
    61,743Taxes
    
    
    5,700
    
    
    
    26,050Promotions and rebates
    
    
    6,743
    
    
    
    10,781Product/property liability and related liabilities
    
    
    12,990
    
    
    
    12,560Other
    
    
    16,656
    
    
    
    16,279Total current liabilities
    
    
    184,474
    
    
    
    248,416Other liabilities
    
    
    15,262
    
    
    
    19,118Unrecognized tax benefits
    
    
    46,355
    
    
    
    29,332Total long term liabilities
    
    
    61,617
    
    
    
    48,450Contingent 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 57,318,263 shares at July 31, 2009
and 57,317,263 shares at July 31, 2008
    
    
    5,732
    
    
    
    5,732Additional paid-in capital
    
    
    94,367
    
    
    
    93,683Retained earnings
    
    
    677,548
    
    
    
    675,928Accumulated other comprehensive income
    
    
    1,070
    
    
    
    (1,963)Less treasury shares of 1,877,339 in 2009 and in 2008, at cost
    
    
    (73,684)
    
    
    
    (73,684)Total stockholders equity
    
    
    705,033
    
    
    
    699,696Total
    
    $
    951,124
    
    
    $
    996,562
 See notes to consolidated financial statements.




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##### Table of Contents



Consolidated Statements of Income for the Years Ended July 31, 2009, 2008 and 2007
  2009
    
    
    2008
    
    
    2007Net sales
    
    $
    1,521,896
    
    
    $
    2,640,680
    
    
    $
    2,856,308Cost of products sold
    
    
    1,369,359
    
    
    
    2,318,254
    
    
    
    2,493,013Gross profit
    
    
    152,537
    
    
    
    322,426
    
    
    
    363,295Selling, general and administrative expenses
    
    
    124,578
    
    
    
    177,068
    
    
    
    177,697Impairment of goodwill and trademarks
    
    
    10,281
    
    
    
    7,535
    
    
    
    Amortization of intangibles
    
    
    476
    
    
    
    813
    
    
    
    935Gain on sale of property
    
    
    373
    
    
    
    2,308
    
    
    
    Interest income
    
    
    5,530
    
    
    
    11,511
    
    
    
    11,376Interest expense
    
    
    525
    
    
    
    1,315
    
    
    
    774Other income
    
    
    815
    
    
    
    2,893
    
    
    
    1,595Income before income taxes
    
    
    23,395
    
    
    
    152,407
    
    
    
    196,860Income taxes (Note F)
    
    
    6,252
    
    
    
    59,701
    
    
    
    62,129Net income
    
    $
    17,143
    
    
    $
    92,706
    
    
    $
    134,731Earnings per common share (Note A)Basic
    
    $
    0.31
    
    
    $
    1.67
    
    
    $
    2.42Diluted
    
    $
    0.31
    
    
    $
    1.66
    
    
    $
    2.41
 See notes to consolidated financial statements.




---



##### Table of Contents



Consolidated Statements of Stockholders Equity and Comprehensive Income for the Years Ended July 31, 2009, 2008 and 2007
  AccumulatedAdditional
    
    
    Other

    
    
    
    
    
    Compre-Treasury Stock
    
    
    Common Stock
    
    
    Paid-In
    
    
    Comprehensive

    
    Retained
    
    
    hensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Income (Loss)

    
    Earnings
    
    
    IncomeJuly 31, 2006
    
    
    1,401,200
    
    $
    
    (58,493)
    
    
    
    57,100,286
    
    $
    
    5,710
    
    
    $
    86,538
    
    
    $
    1,772
    
    $
    
    664,322Net 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 percommon share
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (71,324)
    
    
    
    -Foreign currency translationadjustment
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    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 percommon share
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (127,278)
    
    
    
    -Adoption of FIN48
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (17,229)
    
    
    
    -Unrealized depreciation oninvestments (net of tax)
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (3,810)
    
    
    
    -
    
    
    
    (3,810)Foreign currency translationadjustment (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
    
    
    $
    87,987Net income
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    17,143
    
    
    $
    17,143Stock option activity
    
    
    -
    
    
    
    -
    
    
    
    1,000
    
    
    
    -
    
    
    
    27
    
    
    
    -
    
    
    
    -
    
    
    
    -Cash dividends  $.28 percommon share
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (15,523)
    
    
    
    -Unrealized appreciation oninvestments (net of tax)
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    3,118
    
    
    
    -
    
    
    
    3,118Foreign currency translationadjustment (net of tax)
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (85)
    
    
    
    -
    
    
    
    (85)Compensation expense
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    657
    
    
    
    -
    
    
    
    -
    
    
    
    -July 31, 2009
    
    
    1,877,339
    
    $
    
    (73,684)
    
    
    
    57,318,263
    
    $
    
    5,732
    
    
    $
    94,367
    
    
    $
    1,070
    
    $
    
    677,548
    
    
    $
    20,176
 See notes to consolidated financial statements.




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##### Table of Contents



Consolidated Statements of Cash Flows for the Years Ended July 31, 2009, 2008 and 2007
  2009
    
    
    2008
    
    
    2007Cash flows from operating activities:Net income
    
    $
    17,143
    
    
    $
    92,706
    
    
    $
    134,731Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation
    
    
    13,007
    
    
    
    16,208
    
    
    
    12,970Amortization of intangibles
    
    
    476
    
    
    
    813
    
    
    
    935Goodwill and trademark impairment
    
    
    10,281
    
    
    
    7,535
    
    
    
    -Deferred income taxes
    
    
    6,411
    
    
    
    (31,791)
    
    
    
    (1,324)(Gain) loss on disposition of property, plant and equipment
    
    
    (420)
    
    
    
    (2,365)
    
    
    
    82Net impairment on trading investments
    
    
    -
    
    
    
    -
    
    
    
    104Stock based compensation
    
    
    657
    
    
    
    356
    
    
    
    610Changes in assets and liabilities:Proceeds from sale of trading investments
    
    
    -
    
    
    
    -
    
    
    
    68,133Accounts receivable
    
    
    30,739
    
    
    
    31,040
    
    
    
    16,348Note receivable
    
    
    (10,000)
    
    
    
    -
    
    
    
    -Inventories
    
    
    47,304
    
    
    
    16,398
    
    
    
    14,189Deferred taxes and other
    
    
    (600)
    
    
    
    382
    
    
    
    (3,213)Accounts payable
    
    
    (17,548)
    
    
    
    (27,615)
    
    
    
    (21,537)Accrued liabilities
    
    
    (45,051)
    
    
    
    10,595
    
    
    
    7,410Other
    
    
    (3,829)
    
    
    
    7,846
    
    
    
    3,315Net cash provided by operating activities
    
    
    48,570
    
    
    
    122,108
    
    
    
    232,753Cash flows from investing activities:Purchases of property, plant and equipment
    
    
    (5,625)
    
    
    
    (14,475)
    
    
    
    (13,654)Proceeds from disposition of property, plant and equipment
    
    
    2,890
    
    
    
    5,016
    
    
    
    232Purchase of available for sale investments
    
    
    -
    
    
    
    (66,650)
    
    
    
    (295,765)Proceeds from disposition of investments
    
    
    10,850
    
    
    
    108,675
    
    
    
    121,046Note receivable
    
    
    (10,000)
    
    
    
    -
    
    
    
    -Proceeds on dissolution of joint venture
    
    
    1,578
    
    
    
    -
    
    
    
    -Net cash (used in) provided by investing activities
    
    
    (307)
    
    
    
    32,566
    
    
    
    (188,141)Cash flows from financing activities:Cash dividends
    
    
    (15,523)
    
    
    
    (127,278)
    
    
    
    (71,324)Purchase of common stock held as treasury shares
    
    
    -
    
    
    
    (13,561)
    
    
    
    (1,630)Proceeds from issuance of common stock
    
    
    27
    
    
    
    3,090
    
    
    
    3,111Net cash (used in) financing activities
    
    
    (15,496)
    
    
    
    (137,749)
    
    
    
    (69,843)Effect of exchange rate changes on cash
    
    
    (703)
    
    
    
    806
    
    
    
    984Net increase (decrease) in cash and cash equivalents
    
    
    32,064
    
    
    
    17,731
    
    
    
    (24,247)Cash and cash equivalents, beginning of year
    
    
    189,620
    
    
    
    171,889
    
    
    
    196,136Cash and cash equivalents, end of year
    
    $
    221,684
    
    
    $
    189,620
    
    
    $
    171,889Supplemental cash flow information:Income taxes paid
    
    $
    23,622
    
    
    $
    73,076
    
    
    $
    62,121Interest paid
    
    $
    525
    
    
    $
    1,315
    
    
    $
    774Non-cash transactions:Capital expenditures in accounts payable
    
    $
    53
    
    
    $
    543
    
    
    $
    203Cancellation of restricted stock
    
    $
    -
    
    
    $
    -
    
    
    $
    35Deferred taxes, net
    
    $
    -
    
    
    $
    562
    
    
    $
    -
 See notes to consolidated financial statements.




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##### Table of Contents



Notes to the Consolidated Financial Statements for the Years Ended July 31, 2009, 2008 and 2007
 (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




---



##### Table of Contents



Allowance for Doubtful Accounts
 Year Ended

    
    Year Ended

    
    Year EndedJuly 31, 2009
    
    
    July 31, 2008
    
    
    July 31, 2007Beginning Balance
    
    
    $        295
    
    
    
    $         122
    
    
    
    $         105Charged to expense
    
    
    326
    
    
    
    311
    
    
    
    72Write-offs net of recoveries/payments
    
    
    (319)
    
    
    
    (138)
    
    
    
    (55)Ending Balance
    
    
    $         302
    
    
    
    $         295
    
    
    
    $         122
 Insurance Reserves
 Revenue Recognition
  1)
    
    An order for a product has been received from a dealer;2)
    
    Written or oral approval for payment has been received from the dealers flooring institution;3)
    
    A common carrier signs the delivery ticket accepting responsibility for the product as agent for
the dealer; and4)
    
    The product is removed from the Companys property for delivery to the dealer who placed the
order.
  Dealer Volume Rebates, Sales Incentives and Advertising Costs
 Estimates
 Income Taxes 




---



##### Table of Contents



Foreign Currency
 Stock Options
 Earnings Per Share
 2009
    
    
2008
    
    
2007Weighted average shares outstanding for basic earnings per share
    
    
    55,429,373
    
    
    
    55,593,572
    
    
    
    55,665,275Stock options and restricted stock
    
    
    47,097
    
    
    
    138,135
    
    
    
    257,833Weighted average shares outstanding assuming dilution
    
    
    55,476,470
    
    
    
    55,731,707
    
    
    
    55,923,108
 Subsequent Events
 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.
    F-9




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##### Table of Contents



B. INVESTMENTS
   INVESTMENTS AND FAIR VALUE MEASUREMENTS
      SignificantQuoted Market
    
    Other
    
    SignificantPrices in Active

    Observable

    UnobservableMarkets

    Inputs

    Inputs

    Fair Value at July(Level 1)

    (Level 2)

    (Level 3)

    31, 2009Cash & cash equivalents
    
    $
    221,684
    
    

    $
    
    
    

    $
    
    
    

    $
    221,684Auction rate securities
(including Put Rights)
    
    
    
    
    

    
    
    
    

    
    120,578
    
    

    
    120,578Total
    
    $
    221,684
    
    

    $
    
    
    

    $
    120,578
    
    

    $
    342,262




---



##### Table of Contents



Fair Value Measurements atReporting Date UsingSignificant Unobservable Inputs(Level 3)Balances at August 1, 2008
    
    $
    126,403Net change in other
comprehensive income
    
    
    5,025Net loss included in earnings
    
    
    ---Purchases
    
    
    ---Sales/Maturities
    
    
    (10,850)Balances at July 31, 2009
    
    $
    120,578
 Auction Rate Securities




---



##### Table of Contents



The
Fair Value Option for Financial Assets and Liabilities
  C. GOODWILL AND OTHER INTANGIBLE ASSETS
   July 31, 2009
    
    
    July 31, 2008Accumulated
    
    
    
    
    
    
    AccumulatedCost

    
    Amortization
    
    
    Cost
    
    AmortizationAmortizable Intangible Assets- Non-compete agreements
    
    $
    2,888
    
    
    $     2,271
    
    
    $
    5,938
    
    
    $     4,845
   F-12




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##### Table of Contents



For the fiscal year ending July 2010
    
    $
    322For the fiscal year ending July 2011
    
    $
    238For the fiscal year ending July 2012
    
    $
    57
     July 31, 2009
    
    

July 31, 2008Goodwill
    
    
    Trademark
    
    
    Goodwill
    
    
    TrademarkRecreation VehiclesTowables
    
    $
    143,795
    
    
    $
    10,237
    
    
    $
    143,795
    
    
    $
    10,237Motorized
    
    
    -
    
    
    
    2,036
    
    
    
    9,717
    
    
    
    2,600Buses
    
    
    4,616
    
    
    
    1,063
    
    
    
    4,616
    
    
    
    1,063Total
    
    $
    148,411
    
    
    $
    13,336
    
    
    $
    158,128
    
    
    $
    13,900
 D. INVENTORIES
  As of July 31,2009
    
    
    2008Finished products
    
    $
    6,682
    
    
    $
    13,584Work in process
    
    
    38,159
    
    
    
    51,162Raw materials
    
    
    55,956
    
    
    
    79,356Chassis
    
    
    28,613
    
    
    
    37,562Subtotal
    
    
    129,410
    
    
    
    181,664Excess of FIFO costs over LIFO costs
    
    
    (24,132)
    
    
    
    (29,082)Total inventories
    
    $
    105,278
    
    
    $
    152,582




---



##### Table of Contents



E. LINE OF CREDIT
  F. INCOME TAXES
 Years ended July 31,2009
    
    
    2008
    
    
    2007Income taxes:Federal
    
    $
    (2,563)
    
    
    $
    79,263
    
    
    $
    66,049State and local
    
    
    3,304
    
    
    
    11,979
    
    
    
    (3,065)Foreign
    
    
    (900)
    
    
    
    250
    
    
    
    469Total currently payable
    
    
    (159)
    
    
    
    91,492
    
    
    
    63,453Federal deferred
    
    
    6,163
    
    
    
    (27,981)
    
    
    
    (1,396)State and local deferred
    
    
    248
    
    
    
    (3,810)
    
    
    
    72Total deferred expense
    
    
    6,411
    
    
    
    (31,791)
    
    
    
    (1,324)Income tax
    
    $
    6,252
    
    
    $
    59,701
    
    
    $
    62,129
 Current Federal Tax Expense
   Current State and Local Tax Expense
    F-14




---



##### Table of Contents



July 31,
    
    July 31,
    
    July 31,2009
    
    2008
    
    2007Federal Tax Expense at Statutory Rates
    
    
    $    8,188
    
    
    $
    53,342
    
    
    $
    68,901State Tax Expense at Various State Tax Rates
    
    
    738
    
    
    
    5,310
    
    
    
    5,363Current Tax Expense Effect of Accrued Product Warranties
    
    
    (7,253)
    
    
    
    21,280
    
    
    
    (1,397)Current Tax Expense Effect of Other Temporary Items
    
    
    842
    
    
    
    10,511
    
    
    
    2,721Indiana Tax Settlement Agreement
    
    
    
    
    
    
    
    
    
    
    (7,800)Income Tax Credits and Incentives
    
    
    (3,669)
    
    
    
    (521)
    
    
    
    (1,150)Amended Returns and Tax Exam Settlements
    
    
    (1,022)
    
    
    
    
    
    
    
    (1,486)Domestic Production Activities Deduction
    
    
    (420)
    
    
    
    (4,099)
    
    
    
    (1,988)Extraterritorial Income Benefit
    
    
    
    
    
    
    
    
    
    
    (362)Unrecognized Tax Benefits Pursuant to FIN 48
    
    
    1,271
    
    
    
    5,572
    
    
    
    Goodwill Impairment
    
    
    3,707
    
    
    
    
    
    
    
    Reduction of Excess Current Tax Payable
    
    
    (2,308)
    
    
    
    
    
    
    
    Tax-Exempt Interest
    
    
    (444)
    
    
    
    (1,209)
    
    
    
    (1,428)Other Permanent Items
    
    
    211
    
    
    
    1,306
    
    
    
    2,079Total Current Income Taxes
    
    $
    (159)
    
    
    $
    91,492
    
    
    $
    63,453
  July 31,
    
    July 31,
    
    July 31,2009
    
    2008
    
    2007Provision at Statutory Rates
    
    
    $    8,188
    
    
    
    $ 53,342
    
    
    $
    68,901State and Local Income Taxes, net of federal benefit
    
    
    738
    
    
    
    5,310
    
    
    
    5,363Extraterritorial Income Benefit
    
    
    
    
    
    
    
    
    
    
    (362)Income Tax Credits and Incentives
    
    
    (3,669)
    
    
    
    (521)
    
    
    
    (1,150)Amended Returns and Tax Exam Settlements
    
    
    (1,022)
    
    
    
    
    
    
    
    Domestic Production Activities Deduction
    
    
    (420)
    
    
    
    (4,099)
    
    
    
    (1,988)Unrecognized Tax Benefits Pursuant to FIN 48
    
    
    1,271
    
    
    
    5,572
    
    
    
    Goodwill Impairment
    
    
    3,707
    
    
    
    
    
    
    
    Indiana Tax Settlement Agreement
    
    
    
    
    
    
    
    
    
    
    (7,800)Reduction of Excess Current Tax Payable
    
    
    (2,308)
    
    
    
    Tax-Exempt Interest
    
    
    (444)
    
    
    
    (1,209)
    
    
    
    (1,428)Other Permanent Items
    
    
    211
    
    
    
    1,306
    
    
    
    593Income Taxes
    
    
    $    6,252
    
    
    
    $    59,701
    
    
    $
    62,129




---



##### Table of Contents



July 31,
    
    
    July 31,
    
    
    July 31,2009
    
    
    2008
    
    
    2007A summary of deferred income taxes is as follows:Current deferred tax asset (liability):Inventory basis
    
    
    $       (96)
    
    
    
    $       (1,305)
    
    
    
    $       (1,166
    )Employee benefits
    
    
    1,015
    
    
    
    2,375
    
    
    
    1,454Self-insurance reserves
    
    
    9,657
    
    
    
    4,970
    
    
    
    2,506Accrued Product warranties
    
    
    16,007
    
    
    
    23,260
    
    
    
    1,980Accrued incentives
    
    
    1,490
    
    
    
    4,205
    
    
    
    1,733Sales Returns and Allowances
    
    
    2,464
    
    
    
    1,998
    
    
    
    514Settlement Fees
    
    
    1,018
    
    
    
    713
    
    
    
    444Other
    
    
    1,786
    
    
    
    (2,325)
    
    
    
    (1,460)Total current net deferred tax asset included in deferred income taxes and other
    
    
    $    33,341
    
    
    
    $     33,891
    
    
    
    $      6,005Long-term deferred tax asset (liability):Property basis
    
    
    (1,867)
    
    
    
    (1,908)
    
    
    
    (2,203
    )Investments
    
    
    (486)
    
    
    
    1,410
    
    
    
    168Deferred compensation
    
    
    3,559
    
    
    
    5,169
    
    
    
    4,773Auction rate securities
    
    
    431
    
    
    
    2,337
    
    
    
    Intangibles
    
    
    (5,205)
    
    
    
    (3,858)
    
    
    
    (6,034
    )Foreign currency translation
    
    
    (1,097)
    
    
    
    (1,715)
    
    
    
    Unrecognized Tax Benefits
    
    
    15,512
    
    
    
    
    
    
    
    Other
    
    
    (720)
    
    
    
    (328)
    
    
    
    (64
    )Total net long-term deferred tax asset (liability) included in deferred income
taxes and other liabilities
    
    
    10,127
    
    
    
    1,107
    
    
    
    (3,360
    )Net deferred tax asset
    
    $
    43,468
    
    
    $
    34,998
    
    
    $
    2,645
    Unrecognized Tax Benefits:




---



##### Table of Contents



2009
    
    2008Unrecognized
    
    UnrecognizedTax Benefit
    
    Tax BenefitBeginning balance (Net of federal benefit)
    
    
    $  21,032
    
    
    
    $  19,463Increase in liability due to federal benefit
    
    
    11,031
    
    
    
    Tax positions related to prior years:Additions
    
    
    1,880
    
    
    
    Reductions
    
    
    
    
    
    
    (7)Tax positions related to current year:Additions
    
    
    622
    
    
    
    3,805Reductions
    
    
    
    
    
    
    Settlements
    
    
    (3,002)
    
    
    
    (1,573)Lapses in statute of limitations
    
    
    (1,328)
    
    
    
    (656)Ending balance
    
    
    $  30,235
    
    
    
    $  21,032
    G. LEASES
  H. EMPLOYEE BENEFIT PLANS




---



##### Table of Contents



I. CONTINGENT LIABILITIES AND COMMITMENTS
   Total Amount
    
    Total Amount
    
    Term ofCommitment
    
    Committed 2009
    
    Committed 2008
    
    CommitmentsGuarantee on dealer financing
    
    $
    7,112
    
    
    $
    1,786
    
    

VariousStandby repurchase
obligation on dealer
financing
    
    $
    447,706
    
    
    $
    817,248
    
    

Up to eighteen months
   Fiscal 2009
    
    Fiscal 2008
    
    Fiscal 2007Cost of units repurchased
    
    
    $   32,913
    
    
    
    $   11,908
    
    
    
    $   10,078Realization of units resold
    
    
    27,652
    
    
    
    10,051
    
    
    
    9,061Losses due to repurchase
    
    
    $     5,261
    
    
    
    $     1,857
    
    
    
    $     1,017
    J. STOCKHOLDERS EQUITY




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##### Table of Contents



2009
    
    2008
    
    2007Weighted-
    
    
    
    
    
    Weighted-
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    Average
    
    
    
    
    
    AverageShares
    
    Exercise Price
    
    Shares
    
    Exercise Price
    
    Shares
    
    Exercise PriceOutstanding at beginning of year
    
    
    514,561
    
    
    
    $    23.48
    
    
    
    409,420
    
    
    $
    21.92
    
    
    
    533,038
    
    
    $
    21.29Exercised
    
    
    (1,000)
    
    
    
    26.91
    
    
    
    (94,859)
    
    
    
    23.25
    
    
    
    (123,618)
    
    
    
    15.60Canceled
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Granted
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    26.55
    
    
    
    
    
    
    
    Outstanding at end of year
    
    
    513,561
    
    
    
    $    23.47
    
    
    
    514,561
    
    
    $
    23.48
    
    
    
    409,420
    
    
    $
    21.92Exercisable at year-end
    
    
    380,227
    
    
    
    $    22.39
    
    
    
    313,311
    
    
    $
    21.50
    
    
    
    388,420
    
    
    $
    21.53
   2009
    
    2008
    
    2007Aggregate intrinsic value of options outstanding
    
    $
    1,509
    
    
    $
    1,039
    
    
    $
    7,818Aggregate intrinsic value of options exercisable
    
    $
    1,509
    
    
    $
    1,039
    
    
    $
    7,571
   2008Expected volatility
    
    40%Expected life of grant
    
    6 yearsRisk-free interest rate
    
    3.3%Expected dividend rate
    
    0.9%




---



##### Table of Contents



2009
    
    2008
    
    2007Weighted
    
    
    
    
    
    Weighted
    
    
    
    
    
    WeightedAverage Grant
    
    
    
    
    
    Average Grant

    
    
    
    
    
    Average GrantShares
    
    Date Fair Value
    
    Shares
    
    Date Fair Value
    
    Shares
    
    Date Fair ValueNonvested, Beginning of year
    
    
    32,000
    
    
    $
    19.22
    
    
    
    71,000
    
    
    $
    16.24
    
    
    
    94,700
    
    
    $
    14.33Granted
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -Vested
    
    
    (28,000)
    
    
    $
    18.12
    
    
    
    (39,000)
    
    
    $
    13.79
    
    
    
    (22,200)
    
    
    $
    7.62Forfeited
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    -
    
    
    
    (1,500)
    
    
    $
    23.38Nonvested, End of year
    
    
    4,000
    
    
    $
    26.91
    
    
    
    32,000
    
    
    $
    19.22
    
    
    
    71,000
    
    
    $
    16.24
   K. JOINT VENTURES
     L. BUSINESS SEGMENTS




---



##### Table of Contents



2009
    
    
    2008
    
    
    2007Net sales:Recreation vehiclesTowables
    
    $
    953,279
    
    
    $
    1,763,099
    
    
    $
    1,890,100Motorized
    
    
    161,727
    
    
    
    461,856
    
    
    
    565,523Total Recreation Vehicles
    
    
    1,115,006
    
    
    
    2,224,955
    
    
    
    2,455,623Buses
    
    
    406,890
    
    
    
    415,725
    
    
    
    400,685Total
    
    $
    1,521,896
    
    
    $
    2,640,680
    
    
    $
    2,856,308Income before income taxes:Recreation vehiclesTowables
    
    $
    47,347
    
    
    $
    146,306
    
    
    $
    165,259Motorized
    
    
    (29,728)
    
    
    
    (522)
    
    
    
    25,140Total recreation vehicles
    
    
    17,619
    
    
    
    145,784
    
    
    
    190,399Buses
    
    
    17,422
    
    
    
    21,132
    
    
    
    18,997Corporate
    
    
    (11,646)
    
    
    
    (14,509)
    
    
    
    (12,536)Total
    
    $
    23,395
    
    
    $
    152,407
    
    
    $
    196,860Identifiable assets:Recreation vehiclesTowables
    
    $
    358,562
    
    
    $
    409,793
    
    
    $
    449,276Motorized
    
    
    73,969
    
    
    
    108,740
    
    
    
    147,598Total recreation vehicles
    
    
    432,531
    
    
    
    518,533
    
    
    
    596,874Buses
    
    
    106,823
    
    
    
    110,647
    
    
    
    105,864Corporate
    
    
    411,770
    
    
    
    367,382
    
    
    
    356,559Total
    
    $
    951,124
    
    
    $
    996,562
    
    
    $
    1,059,297Depreciation and amortization expense:Recreation vehiclesTowables
    
    $
    8,371
    
    
    $
    10,119
    
    
    $
    8,913Motorized
    
    
    2,979
    
    
    
    4,729
    
    
    
    2,916Total recreation vehicles
    
    
    11,350
    
    
    
    14,848
    
    
    
    11,829Buses
    
    
    1,864
    
    
    
    2,035
    
    
    
    1,876Corporate
    
    
    269
    
    
    
    138
    
    
    
    200Total
    
    $
    13,483
    
    
    $
    17,021
    
    
    $
    13,905Capital expenditures:Recreation vehiclesTowables
    
    $
    2,297
    
    
    $
    6,786
    
    
    $
    7,825Motorized
    
    
    1,847
    
    
    
    5,055
    
    
    
    3,913Total recreation vehicles
    
    
    4,144
    
    
    
    11,841
    
    
    
    11,738Buses
    
    
    512
    
    
    
    1,094
    
    
    
    1,226Corporate
    
    
    479
    
    
    
    1,880
    
    
    
    141Total
    
    $
    5,135
    
    
    $
    14,815
    
    
    $
    13,105
  M. PRODUCT WARRANTY




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##### Table of Contents



Year Ended
    
    
    Year Ended
    
    
    Year EndedJuly
31, 2009
    
    

July
31, 2008
    
    

July
31, 2007Beginning Balance
    
    $
    61,743
    
    
    $
    64,310
    
    
    $
    59,795Provision
    
    
    32,236
    
    
    
    63,525
    
    
    
    66,324Payments
    
    
    (52,262)
    
    
    
    (66,092)
    
    
    
    (61,809)Ending Balance
    
    $
    41,717
    
    
    $
    61,743
    
    
    $
    64,310
 N. SALE OF BUSINESS
  O. THOR CC, INC.
     P. CONCENTRATION OF RISK




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##### Table of Contents



Q. LOAN TRANSACTIONS AND RELATED NOTES RECEIVABLE