##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D. C. 20549
 
 FORM 10-K
 
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended July 31, 2010, Commission File Number 1-9235
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from            to
 Commission file number 1-9235
 THOR INDUSTRIES, INC.
 
  Delaware
    
    93-0768752(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification Number)
 419 W. Pike Street, Jackson Center, Ohio
    
    45334-0629(Address of principal executive offices)
    
    (Zip Code)
   Title of each class:
    
    Name of each exchange on which registered:Common Stock (par value $.10 per share)
    
    New York Stock Exchange
  þ o
  o þ
 þ o
 o o
  o þ
  Large accelerated Filer þ
    
    Accelerated Filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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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
    
    
    13ITEM 4. REMOVED AND RESERVED
    
    
    15PART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES
    
    
    15ITEM 6. SELECTED FINANCIAL DATA
    
    
    16ITEM 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
    
    
    34ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
    
    
    34ITEM 9A. CONTROLS AND PROCEDURES
    
    
    35ITEM 9B. OTHER INFORMATION
    
    
    36PART 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 International, Classic, Flying Cloud Bambi Interstate Avenue
 1




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Dutchmen
 Dutchmen Aero, Kodiak, Grand Junction, Denali Voltage.
 Four Winds
 Four Winds Hurricane Windsport,
Chateau Serrano.
 Damon
 Daybreak, Challenger, Astoria, Avanti, Tuscany Outlaw
 CrossRoads
 Cruiser, Seville, Zinger Sunset Trail Tranquility Westchester.
 Citair
 General Coach
 Keystone
 Montana Springdale Hornet Sprinter Outback Laredo Alpine Mountaineer Avalanche,
Raptor, Passport Cougar
 Komfort
 Komfort Trailblazer
 Breckenridge
  Buses
  ElDorado National
  Aerolite AeroElite Aerotech Escort MST Transmark EZ Rider, Axess,
 Champion Bus
 Challenger Defender Crusader
 2




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General Coach
 American
Crusader, American Coach, EZ Trans.
 Goshen Coach
 GC II Pacer
 SJC
 McCoy Miller, Marque Premiere
 Product Line Sales and Segment Information
   2010
    
    
    
    
    
    
    2009
    
    
    
    
    
    
    2008Amount
    
    
    %
    
    
    Amount
    
    
    %
    
    
    Amount
    
    
    %Recreation Vehicles:Towables
    
    $
    1,556,591
    
    
    
    68
    
    
    $
    953,279
    
    
    
    63
    
    
    $
    1,763,099
    
    
    
    67Motorized
    
    
    291,958
    
    
    
    13
    
    
    
    161,727
    
    
    
    10
    
    
    
    461,856
    
    
    
    17Total Recreation Vehicles
    
    
    1,848,549
    
    
    
    81
    
    
    
    1,115,006
    
    
    
    73
    
    
    
    2,224,955
    
    
    
    84Buses
    
    
    428,008
    
    
    
    19
    
    
    
    406,890
    
    
    
    27
    
    
    
    415,725
    
    
    
    16Total Net Sales
    
    $
    2,276,557
    
    
    
    100
    
    
    $
    1,521,896
    
    
    
    100
    
    
    $
    2,640,680
    
    
    
    100
 Recreation Vehicles
 Overview
      3




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Production
      Seasonality
  Marketing and Distribution
     4




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Joint Ventures
   Backlog
   Product Warranties
  Buses
 Overview
 Axess
 5




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Production
     Marketing and Distribution
   Backlog
   Product Warranties
  Regulation
   6




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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
  7




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Available Information
 http://www.thorindustries.com 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.
  8




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
    
    overall consumer confidence and the level of discretionary consumer spending;
    
    inventory levels, including the level of retail sales by our dealers;
    
    general economic conditions;
    
    demographics, such as the retirement of baby boomers;
    
    interest rates and the availability of credit;
    
    employment trends;
    
    the amount of backlog, which may be a predictor of near-term future revenues;
    
    fuel availability and prices;
    
    public policy involving 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 receivable may have collectability risk.
  A significant portion of our sales of small and mid-size buses is derived from state and local
transportation authorities.
  Fuel shortages, or high prices for fuel, could have a negative effect on sales of our recreation
vehicles and buses.
  9




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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.
   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.
  10




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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.
   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.
   11




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ITEM 1B. UNRESOLVED STAFF COMMENTS
  12




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ITEM 2. PROPERTIES
   ApproximateNo. of
    
    
    Building AreaLocations
    
    Owned or Leased
    
    
    Buildings
    
    
    Square FeetRVs:Jackson Center, OH (Airstream)
    
    Owned
    
    
    9
    
    
    
    299,000Oliver, B.C., Canada (Citair) (7)
    
    Owned
    
    
    1
    
    
    
    55,000Middlebury, IN (Dutchmen)
    
    Owned
    
    
    1
    
    
    
    90,000Burley, ID (Dutchmen)
    
    Owned
    
    
    5
    
    
    
    162,000Goshen, IN (Dutchmen)
    
    Owned
    
    
    8
    
    
    
    414,000Bristol, IN (Dutchmen) (7)
    
    Owned
    
    
    1
    
    
    
    54,000Syracuse, IN (Dutchmen)
    
    Owned
    
    
    1
    
    
    
    50,000Elkhart, IN (Four Winds)(Damon)
    
    Owned
    
    
    9
    
    
    
    707,000Elkhart, IN (Four Winds) (1)
    
    Leased
    
    
    1
    
    
    
    30,000Elkhart, IN (Damon) (7)
    
    Owned
    
    
    3
    
    
    
    79,000Elkhart, IN (Damon) (2)
    
    Leased
    
    
    2
    
    
    
    26,000Nappanee, IN (Breckenridge)
    
    Owned
    
    
    2
    
    
    
    144,000Topeka, IN (CrossRoads)
    
    Owned
    
    
    5
    
    
    
    250,000Clackamas, OR (Komfort)
    
    Owned
    
    
    1
    
    
    
    107,000Moreno Valley, CA (3)
    
    Leased
    
    
    3
    
    
    
    166,000Moreno Valley, CA (4)
    
    Leased
    
    
    1
    
    
    
    49,000Goshen, IN (Keystone) (5)
    
    Leased
    
    
    2
    
    
    
    126,000Goshen, IN (Keystone)
    
    Owned
    
    
    14
    
    
    
    1,261,000Pendleton, OR (Keystone)
    
    Owned
    
    
    6
    
    
    
    341,000Pendleton, OR (Keystone) (6)
    
    Leased
    
    
    1
    
    
    
    63,000Buses:Salina, KS (ElDorado Kansas)
    
    Owned
    
    
    2
    
    
    
    255,000Riverside, CA (ElDorado California)
    
    Owned
    
    
    1
    
    
    
    227,000Imlay City, Michigan (Champion Bus) (General Coach)
    
    Owned
    
    
    4
    
    
    
    110,000Elkhart, IN (Goshen Coach)
    
    Owned
    
    
    3
    
    
    
    125,000Elkhart, IN (SJC Industries, Inc.)
    
    Owned
    
    
    1
    
    
    
    122,000Elkhart, IN (SJC Industries, Inc.) (8)
    
    Leased
    
    
    1
    
    
    
    15,000Total
    
    
    
    
    
    
    88
    
    
    
    5,327,000
 
 (1)
    
    This location is occupied under a net lease expiring in 2011.(2)
    
    These locations are under net leases expiring in 2013. Locations are currently vacant and are
on the market for sub-leasing.(3)
    
    This location is occupied under a net lease which expires in 2010. The lease will not be
renewed.(4)
    
    This location is occupied under a net lease which expires in 2010. The lease will not be
renewed.(5)
    
    These are occupied under net leases expiring in 2012 with an option to renew for 5 years and
are currently being utilized.(6)
    
    This location is occupied under a net lease expiring in 2011 with an option to renew for 7
years.(7)
    
    Locations are vacant and have been placed on the market.(8)
    
    This location is occupied under a net lease expiring in 2010 with an option to purchase the
building. 
 ITEM 3. LEGAL PROCEEDINGS
  13




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ITEM 4. REMOVED AND RESERVED
 
 PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES.
 Market Information
  Fiscal 2010
    
    
    Fiscal 2009High
    
    
    Low
    
    
    High
    
    
    LowFirst Quarter
    
    $
    32.98
    
    
    $
    23.90
    
    
    $
    31.85
    
    
    $
    14.68Second Quarter
    
    
    33.87
    
    
    
    26.05
    
    
    
    19.09
    
    
    
    10.51Third Quarter
    
    
    36.85
    
    
    
    30.00
    
    
    
    23.29
    
    
    
    9.54Fourth Quarter
    
    
    36.47
    
    
    
    20.74
    
    
    
    23.95
    
    
    
    16.65
 Holders
  Dividends
  Issuer Purchases of Equity Securities
  Total Number of
    
    
    Maximum NumberShares Purchased
    
    
    (or Approximate Dollar Value)as Part of Publicly
    
    
    of Shares that May Yet BeTotal Number of
    
    
    
    
    
    
    Announced Plans
    
    
    Purchased Under the PlansShares Purchased
    
    
    Average Price Paid
    
    
    or Programs
    
    
    or ProgramsPeriod
    
    (a)
    
    
    per Share
    
    
    (b)
    
    
    (b)First Quarter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Second Quarter
    
    
    3,980,000
    
    
    $
    29.00
    
    
    
    
    
    
    
    Third Quarter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Fourth Quarter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total/Average
    
    
    3,980,000
    
    
    $
    29.00
    
    
    
    
    
    
    
    
 
 (a)
    
    We presently have no publicly announced repurchase program in place. In the second quarter of
fiscal 2010, the Company purchased 3,980,000 shares of common stock from the Estate of Wade
F.B. Thompson (the Estate) in a private transaction. The late Wade F.B. Thompson was Thors
former Chairman, President and Chief Executive Officer. The repurchase transaction was
evaluated and approved by members of the Companys Board of Directors who are not affiliated with the Estate. At
the time of the purchase, the shares represented 7.2% of our outstanding common stock.(b)
    
    No publicly announced repurchase program in place. Equity Compensation Plan Information
 15




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ITEM 6. SELECTED FINANCIAL DATA
 Fiscal Years Ended July 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Income statement data:Net sales
    
    $
    2,276,557
    
    
    $
    1,521,896
    
    
    $
    2,640,680
    
    
    $
    2,856,308
    
    
    $
    3,066,276Net income (1) (2) (3) (4)
    
    
    110,064
    
    
    
    17,143
    
    
    
    92,706
    
    
    
    134,731
    
    
    
    163,405Earnings per common share (1) (2) (3) (4)Basic
    
    
    2.08
    
    
    
    .31
    
    
    
    1.67
    
    
    
    2.42
    
    
    
    2.89Diluted
    
    
    2.07
    
    
    
    .31
    
    
    
    1.66
    
    
    
    2.41
    
    
    
    2.87Dividends declared per common share
    
    
    .78
    
    
    
    .28
    
    
    
    2.28
    
    
    
    1.28
    
    
    
    .19Dividends paid per common share
    
    
    .78
    
    
    
    .28
    
    
    
    2.28
    
    
    
    1.28
    
    
    
    .49Balance sheet data:Total assets (1) (2) (3)
    
    $
    964,073
    
    
    $
    951,124
    
    
    $
    996,562
    
    
    $
    1,059,297
    
    
    $
    1,004,725
 
 (1)
    
    Selected financial data for 2010 includes a non-cash trademark impairment of $500 for the
trademark associated with a subsidiary in our towables segment.(2)
    
    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.(3)
    
    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.(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 consist of professional
services for legal, accounting and tax guidance. In addition, we incurred costs relating to
the audit of our restated consolidated financial statements. 
 ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Executive Overview
      16




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Trends and Business Outlook
    17




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FISCAL 2010 VS. FISCAL 2009
 ChangeFiscal 2010
    
    




    Fiscal 2009
    
    




    Amount
    
    
    %NET SALESRecreation VehiclesTowables
    
    $
    1,556,591
    
    




    $
    953,279
    
    




    $
    603,312
    
    
    
    63.3Motorized
    
    
    291,958
    
    




    
    161,727
    
    




    
    130,231
    
    
    
    80.5Total Recreation Vehicles
    
    
    1,848,549
    
    




    
    1,115,006
    
    




    
    733,543
    
    
    
    65.8Buses
    
    
    428,008
    
    




    
    406,890
    
    




    
    21,118
    
    
    
    5.2Total
    
    $
    2,276,557
    
    




    $
    1,521,896
    
    




    $
    754,661
    
    
    
    49.6# OF UNITSRecreation VehiclesTowables
    
    
    69,804
    
    




    
    43,300
    
    




    
    26,504
    
    
    
    61.2Motorized
    
    
    3,966
    
    




    
    2,165
    
    




    
    1,801
    
    
    
    83.2Total Recreation Vehicles
    
    
    73,770
    
    




    
    45,465
    
    




    
    28,305
    
    
    
    62.3Buses
    
    
    6,025
    
    




    
    6,145
    
    




    
    (120
    )
    
    
    (2.0
    )Total
    
    
    79,795
    
    




    
    51,610
    
    




    
    28,185
    
    
    
    54.6% of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    ChangeFiscal 2010
    
    
    Net Sales
    
    
    Fiscal 2009
    
    
    Net Sales
    
    
    Amount
    
    
    %GROSS PROFITRecreation VehiclesTowables
    
    $
    235,858
    
    
    
    15.2
    
    
    $
    111,475
    
    
    
    11.7
    
    
    $
    124,383
    
    
    
    111.6Motorized
    
    
    26,628
    
    
    
    9.1
    
    
    
    272
    
    
    
    0.2
    
    
    
    26,356
    
    
    
    9,689.7Total Recreation Vehicles
    
    
    262,486
    
    
    
    14.2
    
    
    
    111,747
    
    
    
    10.0
    
    
    
    150,739
    
    
    
    134.9Buses
    
    
    44,600
    
    
    
    10.4
    
    
    
    40,790
    
    
    
    10.0
    
    
    
    3,810
    
    
    
    9.3Total
    
    $
    307,086
    
    
    
    13.5
    
    
    $
    152,537
    
    
    
    10.0
    
    
    $
    154,549
    
    
    
    101.3SELLING, GENERAL AND
ADMINISTRATIVE EXPENSESRecreation VehiclesTowables
    
    $
    88,921
    
    
    
    5.7
    
    
    $
    64,441
    
    
    
    6.8
    
    
    $
    24,480
    
    
    
    38.0Motorized
    
    
    15,942
    
    
    
    5.5
    
    
    
    19,695
    
    
    
    12.2
    
    
    
    (3,753
    )
    
    
    (19.1
    )Total Recreation Vehicles
    
    
    104,863
    
    
    
    5.7
    
    
    
    84,136
    
    
    
    7.5
    
    
    
    20,727
    
    
    
    24.6Buses
    
    
    21,857
    
    
    
    5.1
    
    
    
    22,782
    
    
    
    5.6
    
    
    
    (925
    )
    
    
    (4.1
    )Corporate
    
    
    20,687
    
    
    
    
    
    
    
    17,660
    
    
    
    
    
    
    
    3,027
    
    
    
    17.1Total
    
    $
    147,407
    
    
    
    6.5
    
    
    $
    124,578
    
    
    
    8.2
    
    
    $
    22,829
    
    
    
    18.3INCOME (LOSS) BEFORE INCOME TAXESRecreation VehiclesTowables
    
    $
    145,604
    
    
    
    9.4
    
    
    $
    47,347
    
    
    
    5.0
    
    
    $
    98,257
    
    
    
    207.5Motorized
    
    
    10,628
    
    
    
    3.6
    
    
    
    (29,728
    )
    
    
    (18.4
    )
    
    
    40,356
    
    
    
    135.8Total Recreation Vehicles
    
    
    156,232
    
    
    
    8.5
    
    
    
    17,619
    
    
    
    1.6
    
    
    
    138,613
    
    
    
    786.7Buses
    
    
    29,904
    
    
    
    7.0
    
    
    
    17,422
    
    
    
    4.3
    
    
    
    12,482
    
    
    
    71.6Corporate
    
    
    (14,743
    )
    
    
    
    
    
    
    (11,646
    )
    
    
    
    
    
    
    (3,097
    )
    
    
    (26.6
    )Total
    
    $
    171,393
    
    
    
    7.5
    
    
    $
    23,395
    
    
    
    1.5
    
    
    $
    147,998
    
    
    
    632.6As of
    
    




    As of
    
    




    ChangeJuly 31, 2010
    
    




    July 31, 2009
    
    




    Amount
    
    
    %ORDER BACKLOGRecreation VehiclesTowables
    
    $
    195,788
    
    




    $
    262,072
    
    




    $
    (66,284
    )
    
    
    (25.3
    )Motorized
    
    
    65,528
    
    




    
    36,256
    
    




    
    29,272
    
    
    
    80.7Total Recreation Vehicles
    
    
    261,316
    
    




    
    298,328
    
    




    
    (37,012
    )
    
    
    (12.4
    )Buses
    
    
    227,414
    
    




    
    289,531
    
    




    
    (62,117
    )
    
    
    (21.5
    )Total
    
    $
    488,730
    
    




    $
    587,859
    
    




    $
    (99,129
    )
    
    
    (16.9
    )
 19




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CONSOLIDATED
      20




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##### Table of Contents



SEGMENT REPORTING
 Towable Recreation Vehicles
 Analysis of Change in Net Sales for Fiscal 2010 vs. Fiscal 2009
 % of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    Change
    
    
    %Fiscal 2010
    
    
    Net Sales
    
    
    Fiscal 2009
    
    
    Net Sales
    
    
    Amount
    
    
    ChangeNET SALES:TowablesTravel Trailers
    
    $
    799,249
    
    
    
    51.3
    
    
    $
    489,637
    
    
    
    51.3
    
    
    $
    309,612
    
    
    
    63.2Fifth Wheels
    
    
    727,167
    
    
    
    46.7
    
    
    
    425,826
    
    
    
    44.7
    
    
    
    301,341
    
    
    
    70.8Other
    
    
    30,175
    
    
    
    2.0
    
    
    
    37,816
    
    
    
    4.0
    
    
    
    (7,641
    )
    
    
    (20.2
    )Total Towables
    
    $
    1,556,591
    
    
    
    100.0
    
    
    $
    953,279
    
    
    
    100.0
    
    
    $
    603,312
    
    
    
    63.3
 % of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    Change
    
    
    %Fiscal 2010
    
    
    Shipments
    
    
    Fiscal 2009
    
    
    Shipments
    
    
    Amount
    
    
    Change# OF UNITS:TowablesTravel Trailers
    
    
    45,453
    
    
    
    65.1
    
    
    
    28,292
    
    
    
    65.4
    
    
    
    17,161
    
    
    
    60.7Fifth Wheels
    
    
    23,421
    
    
    
    33.6
    
    
    
    13,823
    
    
    
    31.9
    
    
    
    9,598
    
    
    
    69.4Other
    
    
    930
    
    
    
    1.3
    
    
    
    1,185
    
    
    
    2.7
    
    
    
    (255
    )
    
    
    (21.5
    )Total Towables
    
    
    69,804
    
    
    
    100.0
    
    
    
    43,300
    
    
    
    100.0
    
    
    
    26,504
    
    
    
    61.2
 IMPACT OF CHANGE IN PRICE ON NET SALES:
 %IncreaseTowablesTravel
Trailers
    
    
    2.5
    %Fifth Wheels
    
    
    1.4
    %Other
    
    
    1.3
    %Total Towables
    
    
    2.1
    %
    21




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Motorized Recreation Vehicles
 Analysis of Change in Net Sales for Fiscal 2010 vs. Fiscal 2009
 % of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    Change
    
    
    %Fiscal 2010
    
    
    Net Sales
    
    
    Fiscal 2009
    
    
    Net Sales
    
    
    Amount
    
    
    ChangeNET SALES:MotorizedClass A
    
    $
    167,679
    
    
    
    57.4
    
    
    $
    89,477
    
    
    
    55.3
    
    
    $
    78,202
    
    
    
    87.4Class C
    
    
    110,745
    
    
    
    37.9
    
    
    
    62,789
    
    
    
    38.8
    
    
    
    47,956
    
    
    
    76.4Other
    
    
    13,534
    
    
    
    4.7
    
    
    
    9,461
    
    
    
    5.9
    
    
    
    4,073
    
    
    
    43.1Total Motorized
    
    $
    291,958
    
    
    
    100.0
    
    
    $
    161,727
    
    
    
    100.0
    
    
    $
    130,231
    
    
    
    80.5
 % of
    
    
    
    
    
    
    % ofSegment
    
    
    
    
    
    
    Segment
    
    
    Change
    
    
    %Fiscal 2010
    
    
    Shipments
    
    
    Fiscal 2009
    
    
    Shipments
    
    
    Amount
    
    
    Change|# OF UNITS:MotorizedClass A
    
    
    1,738
    
    
    
    43.8
    
    
    
    913
    
    
    
    42.2
    
    
    
    825
    
    
    
    90.4Class C
    
    
    2,056
    
    
    
    51.9
    
    
    
    1,131
    
    
    
    52.2
    
    
    
    925
    
    
    
    81.8Other
    
    
    172
    
    
    
    4.3
    
    
    
    121
    
    
    
    5.6
    
    
    
    51
    
    
    
    42.1Total Motorized
    
    
    3,966
    
    
    
    100.0
    
    
    
    2,165
    
    
    
    100.0
    
    
    
    1,801
    
    
    
    83.2
 IMPACT OF CHANGE IN PRICE ON NET SALES:
 %Increase/(Decrease)MotorizedClass A
    
    
    (3.0
    )%Class C
    
    
    (5.4
    )%Other
    
    
    1.0
    %Total Motorized
    
    
    (2.7
    )%
   22




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Buses
 Analysis of Change in Net Sales for Fiscal 2010 vs. Fiscal 2009
 Fiscal 2010
    
    
    Fiscal 2009
    
    
    Change
    
    
    % ChangeNet Sales
    
    $
    428,008
    
    
    $
    406,890
    
    
    $
    21,118
    
    
    
    5.2# of Units
    
    
    6,025
    
    
    
    6,145
    
    
    
    (120
    )
    
    
    (2.0
    )Impact of Change in Price on Net Sales
    
    
    
    
    
    
    
    
    
    
    7.2
    23




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24




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##### Table of Contents



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
    )
    
    
    (5,595.0
    )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
    




    
    ChangeJuly 31, 2009
    
    




    July 31, 2008
    




    
    Amount
    
    
    %ORDER BACKLOGRecreation 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
 25




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CONSOLIDATED
     26




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##### Table of Contents



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
    )
 %Increase /(Decrease)IMPACT OF CHANGE IN PRICE ON NET SALES:TowablesTravel
Trailers
    
    
    (1.3
    )%Fifth Wheels
    
    
    1.6
    %Other
    
    
    0.3
    %Total Towables
    
    
    (0.8
    )%
    27




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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
    )
 %Increase/(Decrease)IMPACT OF CHANGE IN PRICE ON NET SALES:MotorizedClass A
    
    
    0.6
    %Class C
    
    
    (1.7
    )%Other
    
    
    (1.7
    )%Total Motorized
    
    
    (1.9
    )%
   28




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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
      29




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##### Table of Contents



Financial Condition and Liquidity
   Operating Activities
  Investing Activities
   Financing Activities
  Critical Accounting Principles
  30




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##### Table of Contents



Impairment of Goodwill, Trademarks and Long-Lived Assets
  Insurance Reserves
   Product Warranty
  Income Taxes
    31




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##### Table of Contents



Revenue Recognition
       Repurchase Commitments
   Investments
  32




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##### Table of Contents



Principal Contractual Obligations and Commercial Commitments
  Payments Due By PeriodContractual Obligations
    
    Total
    
    
    Fiscal 2011
    
    
    Fiscal 2012-2013
    
    
    Fiscal 2014-2015
    
    
    After 5 YearsOperating leases and other
    
    $
    2,987
    
    
    $
    1,655
    
    
    $
    1,189
    
    
    $
    143
    
    
    $
    Consigned Inventory
    
    
    21,583
    
    
    
    21,583
    
    
    
    
    
    
    
    
    
    
    
    Unrecognized tax benefits (1)
    
    
    1,618
    
    
    
    1,618
    
    
    
    
    
    
    
    
    
    
    
    Total contractual cash obligations
    
    $
    26,188
    
    
    $
    24,856
    
    
    $
    1,189
    
    
    $
    143
    
    
    $
    
 (1)
    
    We have included in unrecognized tax benefits approximately $1,618 for payments expected to
be made in fiscal 2011. Unrecognized tax benefits in the amount of approximately $42,747 have
been excluded from the table because we are unable to determine a reasonably reliable estimate
of the timing of future payment. Total
    
    
    Amount of Commitment Expiration Per PeriodAmounts
    
    
    Less ThanOther Commercial Commitments
    
    Committed
    
    
    One Year (1)
    
    
    1-3 Years
    
    
    4-5 Years
    
    
    Over 5 YearsGuarantees
    
    $
    1,524
    
    
    $
    1,524
    
    
    $
    
    
    
    $
    
    
    
    $
    Standby repurchase obligations
    
    
    563,636
    
    
    
    306,925
    
    
    
    256,711
    
    
    
    
    
    
    
    Total commercial commitments
    
    $
    565,160
    
    
    $
    308,449
    
    
    $
    256,711
    
    
    $
    
    
    
    $
    
 (1)
    
    The standby repurchase obligations generally extend up to eighteen months from the date of sale of the related product to the dealer.  In estimating the expiration of the standby repurchase obligations, we used inventory reports
as of July 31, 2010 from our dealers  lending institutions and made an assumption for  obligations for inventory
aged 0-12 months that it was financed evenly over the twelve month period. Accounting Pronouncements
  
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  33




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  SEE ITEM 15
 Quarterly Financial Data (Unaudited)
 October 31
    
    
    January 31
    
    
    April 30 (1)
    
    
    July 31Fiscal 2010Net sales
    
    $
    502,552
    
    
    $
    430,025
    
    
    $
    680,192
    
    
    $
    663,788Gross profit
    
    
    69,771
    
    
    
    49,996
    
    
    
    92,499
    
    
    
    94,820Net income
    
    
    23,429
    
    
    
    11,924
    
    
    
    34,111
    
    
    
    40,600Earnings per common shareBasic
    
    
    0.42
    
    
    
    0.22
    
    
    
    0.66
    
    
    
    0.78Diluted
    
    
    0.42
    
    
    
    0.22
    
    
    
    0.66
    
    
    
    0.77Dividends declared per common share
    
    
    0.57
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07Dividends paid per common share
    
    
    0.57
    
    
    
    0.07
    
    
    
    0.07
    
    
    
    0.07Market prices per common shareHigh
    
    $
    32.98
    
    
    $
    33.87
    
    
    $
    36.85
    
    
    $
    36.47Low
    
    $
    23.90
    
    
    $
    26.05
    
    
    $
    30.00
    
    
    $
    20.74
 October 31
    
    
    January 31 (2)
    
    
    April 30 (3)(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
    
    
    $
    16.65
 (1)
    
    The third quarter ended April 30, 2010 includes a non-cash trademark impairment of $500
for the trademark associated with a subsidiary within our towables segment.(2)
    
    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.(3)
    
    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.(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 ended July 31, 2009 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 effect 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 earnings 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
  34




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##### 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
   Internal
ControlIntegrated Framework
  Part C  Changes in Internal Control Over Financial Reporting
  35




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##### Table of Contents



Part D  Attestation Report of Independent Registered Public Accounting Firm
  
 Internal Control
 Integrated Framework
    Internal Control 
Integrated Framework
  
 
 ITEM 9B. OTHER INFORMATION
  36




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 http://www.thorindustries.com
  
 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 available for(a) Number of securities to
    
    
    (b) Weighted-average
    
    
    future issuance underbe issued upon exercise of
    
    
    exercise price of
    
    
    equity compensation plansoutstanding options,
    
    
    outstanding options,
    
    
    (excluding securitiesPlan Category
    
    warrants and rights
    
    
    warrants and rights
    
    
    reflected in column (a))Equity compensation
plans approved by
security holders
    
    
    1,381,725
    (1)
    
    $
    30.20
    
    
    
    30,000
    (2)Equity compensation
plans not approved
by security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    1,381,725
    
    
    $
    30.20
    
    
    
    30,000
 (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. 37




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##### Table of Contents



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  38




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##### 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, 2010 and 2009
    
    F-2Consolidated Statements of Income for the Years Ended July 31, 2010, 2009 and 2008
    
    F-4Consolidated Statements of Stockholders Equity and Comprehensive Income for the Years Ended July 31, 2010, 2009 and 2008
    
    F-5Consolidated Statements of Cash Flows for the Years Ended July 31, 2010, 2009 and 2008
    
    F-6Notes to Consolidated Financial Statements for the Years Ended July 31, 2010, 2009 and 2008
    
    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)3.4
    
    First Amendment to the By-laws of the Company (incorporated by reference to Exhibit 3(ii) of the Companys current report
on Form 8-K dated March 11, 2010)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)10.14
    
    Repurchase Agreement, dated as of December 17, 2009, between the Company and the Estate of Wade F. B. Thompson
(incorporated by reference to Exhibit 10.1 of the Companys Current  Report on Form 8-K dated December 17, 2009)10.15
    
    Credit Agreement between the Company and Marcus Lemonis, Stephen Adams, in his individual capacity, and Stephen Adams and
his successors, as trustee under the Stephen Adams Living Trust, dated as of December 22, 2009 (incorporated by reference to Exhibit 10.1 of the Companys Current  Report on Form 8-K dated December 22, 2009)10.16
    
    Amendment to Exclusivity Agreement between the Company, FreedomRoads Holding
Company, LLC, FreedomRoads, LLC and certain
subsidiaries of FreedomRoads, LLC, dated as of December 22, 2009 (incorporated by reference to Exhibit 10.2 of the Companys Current  Report on Form 8-K dated December 22, 2009)
 39




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##### Table of Contents



Exhibit
    
    Description10.17
    
    First Amendment to Credit Agreement, dated January 15, 2009, between the Company and Stephen Adams, in his individual
capacity, and Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust, dated December 22, 2009 (incorporated by reference to Exhibit 10.3 of the Companys Current Report on Form 8-K dated December 22, 2009)10.18
    
    First Amendment to Credit Agreement, dated January 30, 2009, between the Company and Stephen Adams, in his individual
capacity, and Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust, dated December 22, 2009 (incorporated by reference to Exhibit 10.4 of the Companys Current Report on Form 8-K dated December 22, 2009)10.19
    
    Stock Purchase Agreement, dated as of March 1, 2010, by and among the Company, SJC Industries Corp. and Christopher J.
Graff (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K dated March 5, 2010)10.20
    
    Non-Competition Agreement, dated as of March 1, 2010, by and between the Company and Christopher J. Graff (incorporated by
reference to Exhibit 10.2 of the Companys Current Report on Form 8-K dated March 5, 2010)10.21
    
    Stock Option Agreement between the Company and Ronald Fenech, dated April 28, 2010 (incorporated by reference to Exhibit
10.2 of the Companys Quarterly Report on Form 10-Q for the quarter ended April 30, 2010)14.1
    
    Thor Industries, Inc. Business Ethics Policy21.1
    
    Subsidiaries of the Company*23.1
    
    Consent of Deloitte & Touche LLP, dated September 28, 2010*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 40




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##### Table of Contents



THOR INDUSTRIES, INC.(Signed)
    /S/ Peter B. OrthweinPeter B. OrthweinChairman of the Board, President, and Chief Executive Officer   (Signed)
    
    /S/ Christian G. Farman
    
    
    
    (Signed)
    
    /S/ Alan SiegelChristian G. Farman
    
    
    
    
    
    Alan SiegelSenior Vice President, Treasurer
and Chief Financial Officer
    
    
    
    
    
    Director(Principal Financial Officer & PrincipalAccounting Officer)Date: September 28, 2010
    
    
    
    Date: September 28, 2010(Signed)
    
    /S/ William C. Tomson
    
    
    
    (Signed)
    
    /S/ Neil D. ChrismanWilliam C. Tomson
    
    
    
    
    
    Neil D. ChrismanDirector
    
    
    
    
    
    DirectorDate: September 28, 2010
    
    
    
    Date: September 28, 2010(Signed)
    
    /S/ Geoffrey A. Thompson
    
    
    
    (Signed)
    
    /S/ Jan H. SuwinskiGeoffrey A. Thompson
    
    
    
    
    
    Jan H. SuwinskiDirector
    
    
    
    
    
    DirectorDate: September 28, 2010
    
    
    
    Date: September 28, 2010(Signed)
    
    /S/ J. Allen KosowskyJ. Allen KosowskyDirectorDate: September 28, 2010
 41




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##### Table of Contents



F-1




---



##### Table of Contents



Consolidated Balance Sheets, July 31, 2010 and 2009
 2010
    
    
    2009AssetsCurrent assets:Cash and cash equivalents
    
    $
    247,751
    
    
    $
    221,684Investments-short term (Note A)
    
    
    
    
    
    
    107,150Accounts receivable:Trade, less allowance for doubtful accounts  $422 in 2010 and $302 in 2009 (Note A)
    
    
    159,535
    
    
    
    111,793Other
    
    
    5,864
    
    
    
    3,823Inventories (Note D)
    
    
    142,680
    
    
    
    105,278Notes receivable (Note Q)
    
    
    2,364
    
    
    
    10,000Deferred income taxes and other (Note F)
    
    
    43,576
    
    
    
    44,290Total current assets
    
    
    601,770
    
    
    
    604,018Property, plant and equipment:Land
    
    
    20,757
    
    
    
    20,310Buildings and improvements
    
    
    133,890
    
    
    
    134,161Machinery and equipment
    
    
    72,562
    
    
    
    69,566Total cost
    
    
    227,209
    
    
    
    224,037Less accumulated depreciation
    
    
    88,029
    
    
    
    81,176Net property, plant and equipment
    
    
    139,180
    
    
    
    142,861Investments  Joint ventures (Note K)
    
    
    2,474
    
    
    
    2,257Other assets:Long term
investments (Note B)
    
    
    5,327
    
    
    
    13,428Goodwill (Note C)
    
    
    150,901
    
    
    
    148,411Dealer network, noncompete agreements and other intangibles  Net (Note C)
    
    
    5,728
    
    
    
    617Trademarks (Note C)
    
    
    14,936
    
    
    
    13,336Long term notes receivable (Note Q)
    
    
    28,966
    
    
    
    10,000Deferred income taxes and other (Note F)
    
    
    14,791
    
    
    
    16,196Total other assets
    
    
    220,649
    
    
    
    201,988Total
    
    $
    964,073
    
    
    $
    951,124
 See notes to consolidated financial statements.
 F-2




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##### Table of Contents



2010
    
    
    2009Liabilities and Stockholders EquityCurrent liabilities:Accounts payable
    
    $
    108,616
    
    
    $
    78,120Accrued liabilities:Compensation and related items
    
    
    30,346
    
    
    
    22,548Product warranties (Note M)
    
    
    51,467
    
    
    
    41,717Taxes (Note F)
    
    
    28,416
    
    
    
    5,700Promotions and rebates
    
    
    9,419
    
    
    
    6,743Product/property liability and related liabilities
    
    
    15,254
    
    
    
    12,990Other
    
    
    13,246
    
    
    
    16,656Total current liabilities
    
    
    256,764
    
    
    
    184,474Other liabilities
    
    
    14,345
    
    
    
    15,262Unrecognized tax benefits
    
    
    35,686
    
    
    
    46,355Total long term liabilities
    
    
    50,031
    
    
    
    61,617Contingent 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 57,318,849 shares at July 31, 2010 and 57,318,263 shares at July
31, 2009
    
    
    5,732
    
    
    
    5,732Additional paid-in capital
    
    
    95,770
    
    
    
    94,367Retained earnings
    
    
    745,204
    
    
    
    677,548Accumulated other comprehensive income/(loss)
    
    
    (324
    )
    
    
    1,070Less treasury shares of 5,857,339 in 2010 and 1,877,339 in 2009, at cost
    
    
    (189,104
    )
    
    
    (73,684
    )Total stockholders equity
    
    
    657,278
    
    
    
    705,033Total
    
    $
    964,073
    
    
    $
    951,124
 See notes to consolidated financial statements.
 F-3




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##### Table of Contents



Consolidated Statements of Income for the Years Ended July 31, 2010, 2009 and 2008
 2010
    
    
    2009
    
    
    2008Net sales
    
    $
    2,276,557
    
    
    $
    1,521,896
    
    
    $
    2,640,680Cost of products sold
    
    
    1,969,471
    
    
    
    1,369,359
    
    
    
    2,318,254Gross profit
    
    
    307,086
    
    
    
    152,537
    
    
    
    322,426Selling, general and administrative expenses
    
    
    147,407
    
    
    
    124,578
    
    
    
    177,068Impairment of goodwill and trademarks
    
    
    500
    
    
    
    10,281
    
    
    
    7,535Amortization of intangibles
    
    
    510
    
    
    
    476
    
    
    
    813Gain on sale of property
    
    
    0
    
    
    
    373
    
    
    
    2,308Gain on involuntary conversion (Note R)
    
    
    7,593
    
    
    
    0
    
    
    
    0Interest income
    
    
    5,515
    
    
    
    5,530
    
    
    
    11,511Interest expense
    
    
    395
    
    
    
    525
    
    
    
    1,315Other income
    
    
    11
    
    
    
    815
    
    
    
    2,893Income before income taxes
    
    
    171,393
    
    
    
    23,395
    
    
    
    152,407Income taxes (Note F)
    
    
    61,329
    
    
    
    6,252
    
    
    
    59,701Net income
    
    $
    110,064
    
    
    $
    17,143
    
    
    $
    92,706Earnings per common share (Note A)Basic
    
    $
    2.08
    
    
    $
    0.31
    
    
    $
    1.67Diluted
    
    $
    2.07
    
    
    $
    0.31
    
    
    $
    1.66
 See notes to consolidated financial statements.
 F-4




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##### Table of Contents



Consolidated Statements of Stockholders Equity and Comprehensive Income for the Years Ended July 31, 2010, 2009 and 2008
 AccumulatedAdditional
    
    
    OtherTreasury Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Comprehensive
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Income (Loss)
    
    
    Earnings
    
    
    IncomeJuly 31, 2007
    
    
    1,441,600
    
    
    $
    (60,123
    )
    
    
    57,222,404
    
    
    $
    5,722
    
    
    $
    90,247
    
    
    $
    2,756
    
    
    $
    727,729Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    92,706
    
    
    $
    92,706Shares purchased
    
    
    435,739
    
    
    
    (13,561
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock option activity
    
    
    
    
    
    
    
    
    
    
    94,859
    
    
    
    10
    
    
    
    2,592
    
    
    
    
    
    
    
    
    
    
    
    Restricted stock activity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    488
    
    
    
    
    
    
    
    
    
    
    
    Cash dividends  $2.28 per
common share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (127,278
    )
    
    
    Adoption of FIN48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (17,229
    )
    
    
    Unrealized depreciation on
investments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (3,810
    )
    
    
    
    
    
    
    (3,810
    )Foreign currency
translation
adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (909
    )
    
    
    
    
    
    
    (909
    )Compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    356
    
    
    
    
    
    
    
    
    
    
    
    July 31, 2008
    
    
    1,877,339
    
    
    
    (73,684
    )
    
    
    57,317,263
    
    
    
    5,732
    
    
    
    93,683
    
    
    
    (1,963
    )
    
    
    675,928
    
    
    $
    87,987Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,143
    
    
    $
    17,143Stock option activity
    
    
    
    
    
    
    
    
    
    
    1,000
    
    
    
    
    
    
    
    27
    
    
    
    
    
    
    
    
    
    
    
    Cash dividends  $.28 per
common share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (15,523
    )
    
    
    Unrealized appreciation on
investments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,118
    
    
    
    
    
    
    
    3,118Foreign currency
translation
adjustment, 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
    
    
    $
    20,176Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    110,064
    
    
    $
    110,064Shares purchased
    
    
    3,980,000
    
    
    
    (115,420
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock option activity
    
    
    
    
    
    
    
    
    
    
    586
    
    
    
    
    
    
    
    16
    
    
    
    
    
    
    
    
    
    
    
    Cash dividends  $.78 per
common share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (42,408
    )
    
    
    Unrealized appreciation on
investments, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    368
    
    
    
    
    
    
    
    368Foreign currency
translation
adjustment, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,762
    )
    
    
    
    
    
    
    (1,762
    )Compensation expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,387
    
    
    
    
    
    
    
    
    
    
    
    July 31, 2010
    
    
    5,857,339
    
    
    $
    (189,104
    )
    
    
    57,318,849
    
    
    $
    5,732
    
    
    $
    95,770
    
    
    $
    (324
    )
    
    $
    745,204
    
    
    $
    108,670
 See notes to consolidated financial statements.
 F-5




---



##### Table of Contents



Consolidated Statements of Cash Flows for the Years Ended July 31, 2010, 2009 and 2008
 2010
    
    
    2009
    
    
    2008Cash flows from operating activities:Net income
    
    $
    110,064
    
    
    $
    17,143
    
    
    $
    92,706Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation
    
    
    12,719
    
    
    
    13,007
    
    
    
    16,208Amortization of intangibles
    
    
    510
    
    
    
    476
    
    
    
    813Goodwill and trademark impairment
    
    
    500
    
    
    
    10,281
    
    
    
    7,535Deferred income taxes
    
    
    (3,459
    )
    
    
    6,411
    
    
    
    (31,791
    )(Gain)/loss on disposition of property, plant &  equipment
    
    
    252
    
    
    
    (420
    )
    
    
    (2,365
    )Stock based compensation
    
    
    1,387
    
    
    
    657
    
    
    
    356Gain on involuntary conversion of assets
    
    
    (3,216
    )
    
    
    
    
    
    
    Loss on divestiture of Citair
    
    
    323
    
    
    
    
    
    
    
    Changes in assets and liabilities (excluding acquisition):Accounts receivable
    
    
    (49,184
    )
    
    
    30,739
    
    
    
    31,040Notes receivable
    
    
    1,884
    
    
    
    (10,000
    )
    
    
    Inventories
    
    
    (29,987
    )
    
    
    47,304
    
    
    
    16,398Prepaid expenses and other
    
    
    3,283
    
    
    
    (600
    )
    
    
    382Accounts payable
    
    
    25,238
    
    
    
    (17,548
    )
    
    
    (27,615
    )Accrued liabilities
    
    
    42,005
    
    
    
    (45,051
    )
    
    
    10,595Other liabilities
    
    
    (11,667
    )
    
    
    (3,829
    )
    
    
    7,846Net cash provided by operating activities
    
    
    100,652
    
    
    
    48,570
    
    
    
    122,108Cash flows from investing activities:Purchases of property, plant & equipment
    
    
    (12,297
    )
    
    
    (5,625
    )
    
    
    (14,475
    )Proceeds from disposition of property, plant & equipment
    
    
    4,966
    
    
    
    2,890
    
    
    
    5,016Purchase of available-for-sale investments
    
    
    
    
    
    
    
    
    
    
    (66,650
    )Proceeds from disposition of investments
    
    
    115,850
    
    
    
    10,850
    
    
    
    108,675Proceeds on dissolution of joint venture
    
    
    
    
    
    
    1,578
    
    
    
    Notes receivable
    
    
    (10,000
    )
    
    
    (10,000
    )
    
    
    Insurance proceeds from involuntary conversion of assets
    
    
    4,214
    
    
    
    
    
    
    
    Acquisition of SJC
    
    
    (19,756
    )
    
    
    
    
    
    
    Net cash provided by (used in) investing activities
    
    
    82,977
    
    
    
    (307
    )
    
    
    32,566Cash flows from financing activities:Cash dividends
    
    
    (42,408
    )
    
    
    (15,523
    )
    
    
    (127,278
    )Purchase of treasury stock
    
    
    (115,420
    )
    
    
    
    
    
    
    (13,561
    )Proceeds from issuance of common stock
    
    
    16
    
    
    
    27
    
    
    
    3,090Net cash used in financing activities
    
    
    (157,812
    )
    
    
    (15,496
    )
    
    
    (137,749
    )Effect of exchange rate changes on cash
    
    
    250
    
    
    
    (703
    )
    
    
    806Net increase in cash and equivalents
    
    
    26,067
    
    
    
    32,064
    
    
    
    17,731Cash and cash equivalents, beginning of year
    
    
    221,684
    
    
    
    189,620
    
    
    
    171,889Cash and cash equivalents, end of year
    
    $
    247,751
    
    
    $
    221,684
    
    
    $
    189,620Supplemental cash flow information:Income taxes paid
    
    $
    54,206
    
    
    $
    23,622
    
    
    $
    73,076Interest paid
    
    $
    395
    
    
    $
    525
    
    
    $
    1,315Non-cash transaction:Capital expenditures in accounts payable
    
    $
    523
    
    
    $
    53
    
    
    $
    543Deferred taxes, net
    
    $
    
    
    
    $
    
    
    
    $
    562
 See notes to consolidated financial statements.
 F-6




---



##### Table of Contents



Notes to the Consolidated Financial Statements for the Years Ended July 31, 2010, 2009 and 2008  (All amounts presented in thousands except share and per share data)
 A. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 Nature of Operations
  Principles of Consolidation
 Cash and Cash Equivalents
 Investments 
 Fair Value of Financial Investments
 Inventories
 Depreciation
    Other Assets
 Long-lived Assets
 Product Warranties
 F-7




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##### Table of Contents



Allowance for Doubtful Accounts
 Year Ended
    
    
    Year Ended
    
    
    Year EndedJuly 31, 2010
    
    
    July 31, 2009
    
    
    July 31, 2008Beginning Balance
    
    $
    302
    
    
    $
    295
    
    
    $
    122Charged to expense
    
    
    195
    
    
    
    326
    
    
    
    311Write-offs net of recoveries/payments
    
    
    (75
    )
    
    
    (319
    )
    
    
    (138
    )Ending Balance
    
    $
    422
    
    
    $
    302
    
    
    $
    295
 Insurance Reserves
 Revenue
Recognition
        Dealer
Volume Rebates, Sales Incentives and Advertising Costs
 Repurchase Agreements 
 Estimates
 F-8




---



##### Table of Contents



Income
Taxes 
 Foreign
Currency
 Stock
Options
 Earnings
Per Share
 2010
    
    
    2009
    
    
    2008Weighted average shares outstanding for basic earnings per share
    
    
    53,019,008
    
    
    
    55,429,373
    
    
    
    55,593,572Stock options and restricted stock
    
    
    100,356
    
    
    
    47,097
    
    
    
    138,135Weighted average shares outstanding assuming dilution
    
    
    53,119,364
    
    
    
    55,476,470
    
    
    
    55,731,707
  Accounting Pronouncements
   
    
    A reporting entity is now required to disclose separately the amounts of, and reasons for,
significant transfers (1) between Level 1 and Level 2 of the fair value hierarchy and (2) into
and out of Level 3 of the fair value hierarchy for the reconciliation of Level 3 measurements.
    
    A reporting entity is no longer permitted to adopt a policy recognizing transfers into
Level 3 as of the beginning of the reporting period and transfers out of Level 3 as of the end
of the reporting period. Rather, an entity must disclose and follow a consistent policy for
determining when transfers between levels are recognized.
  B. INVESTMENTS AND FAIR VALUE MEASUREMENTS
 Fair Value Measurements and Disclosures,
 F-9




---



##### Table of Contents



July 31, 2010
    
    
    July 31, 2009Cash and Cash
    
    
    
    
    
    Cash and Cash
    
    
    Auction Rate SecuritiesEquivalents
    
    
    Auction Rate Securities
    
    
    Equivalents
    
    
    and Put RightsLevels of InputLevel 1
    
    $
    247,751
    
    
    $
    
    
    
    $
    221,684
    
    
    $
    Level 2
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Level 3
    
    
    
    
    
    
    5,327
    
    
    
    
    
    
    
    120,578$
    247,751
    
    
    $
    5,327
    
    
    $
    221,684
    
    
    $
    120,578
     2010
    
    
    2009Balances at beginning of year
    
    $
    120,578
    
    
    $
    126,403Net change in other comprehensive income
    
    
    599
    
    
    
    5,025Net loss included in earnings
    
    
    
    
    
    
    Purchases
    
    
    
    
    
    
    Sales/Maturities
    
    
    (115,850
    )
    
    
    (10,850
    )Balances at end of year
    
    $
    5,327
    
    
    $
    120,578
 Auction Rate Securities
  F-10




---



##### Table of Contents



C. GOODWILL AND OTHER INTANGIBLE ASSETS
   July 31, 2010
    
    
    July 31, 2009Accumulated
    
    
    
    
    
    
    AccumulatedCost
    
    
    Amortization
    
    
    Cost
    
    
    AmortizationDealer network
    
    $
    5,230
    
    
    $
    156
    
    
    $
    
    
    
    $
    Non-Compete agreements
    
    
    2,721
    
    
    
    2,315
    
    
    
    2,888
    
    
    
    2,271Other intangibles
    
    
    270
    
    
    
    22
    
    
    
    
    
    
    
    Total amortizable intangible assets
    
    $
    8,221
    
    
    $
    2,493
    
    
    $
    2,888
    
    
    $
    2,271
   F-11




---



##### Table of Contents



For the fiscal year ending July 2011
    
    $
    689For the fiscal year ending July 2012
    
    $
    509For the fiscal year ending July 2013
    
    $
    452For the fiscal year ending July 2014
    
    $
    452For the fiscal year ending July 2015 and thereafter
    
    $
    3,626
      Goodwill
    
    
    TrademarksBalance at July 31, 2009
    
    $
    148,411
    
    
    $
    13,336Impairment of trademark in towable reportable segment
    
    
    
    
    
    
    (500
    )Amounts resulting from SJC acquisition in buses reportable segment
    
    
    2,490
    
    
    
    2,100Balance at July 31, 2010
    
    $
    150,901
    
    
    $
    14,936
  2010
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2009Towables
    
    
    Motorized
    
    
    Buses
    
    
    Total
    
    
    Towables
    
    
    Motorized
    
    
    Buses
    
    
    TotalBalance as of beginning of
fiscal year:Goodwill
    
    $
    143,795
    
    
    $
    17,252
    
    
    $
    4,616
    
    
    $
    165,663
    
    
    $
    143,795
    
    
    $
    17,252
    
    
    $
    4,616
    
    
    $
    165,663Accumulated impairment charges
    
    
    
    
    
    
    (17,252
    )
    
    
    
    
    
    
    (17,252
    )
    
    
    
    
    
    
    (7,535
    )
    
    
    
    
    
    
    (7,535
    )Net Balance at beginning of
fiscal year
    
    $
    143,795
    
    
    $
    
    
    
    $
    4,616
    
    
    $
    148,411
    
    
    $
    143,795
    
    
    $
    9,717
    
    
    $
    4,616
    
    
    $
    158,128Fiscal year activity:Goodwill acquired  SJC
    
    
    
    
    
    
    
    
    
    
    2,490
    
    
    
    2,490
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Impairment charges
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,717
    )
    
    
    
    
    
    
    (9,717
    )Balance as of end of fiscal year:Goodwill
    
    $
    143,795
    
    
    $
    17,252
    
    
    $
    7,106
    
    
    $
    168,153
    
    
    $
    143,795
    
    
    $
    17,252
    
    
    $
    4,616
    
    
    $
    165,663Accumulated impairment charges
    
    
    
    
    
    
    (17,252
    )
    
    
    
    
    
    
    (17,252
    )
    
    
    
    
    
    
    (17,252
    )
    
    
    
    
    
    
    (17,252
    )Net Balance as of July 31:
    
    $
    143,795
    
    
    $
    
    
    
    $
    7,106
    
    
    $
    150,901
    
    
    $
    143,795
    
    
    $
    
    
    
    $
    4,616
    
    
    $
    148,411
 F-12




---



##### Table of Contents



July 31, 2010
    
    
    July 31, 2009Goodwill
    
    
    Trademark
    
    
    Goodwill
    
    
    TrademarkRecreation VehiclesTowables
    
    $
    143,795
    
    
    $
    9,737
    
    
    $
    143,795
    
    
    $
    10,237Motorized
    
    
    
    
    
    
    2,036
    
    
    
    
    
    
    
    2,036Buses
    
    
    7,106
    
    
    
    3,163
    
    
    
    4,616
    
    
    
    1,063Total
    
    $
    150,901
    
    
    $
    14,936
    
    
    $
    148,411
    
    
    $
    13,336
 D. INVENTORIES
  As of July 31,2010
    
    
    2009Finished products
    
    $
    9,681
    
    
    $
    6,682Work in process
    
    
    46,681
    
    
    
    38,159Raw materials
    
    
    78,481
    
    
    
    55,956Chassis
    
    
    33,335
    
    
    
    28,613Subtotal
    
    
    168,178
    
    
    
    129,410Excess of FIFO costs over LIFO costs
    
    
    (25,498
    )
    
    
    (24,132
    )Total inventories
    
    $
    142,680
    
    
    $
    105,278
  E. LINE OF CREDIT
  F. INCOME TAXES
  July 31,
    
    
    July 31,
    
    
    July 31,Income Taxes:
    
    2010
    
    
    2009
    
    
    2008Federal
    
    $
    55,462
    
    
    $
    (2,563
    )
    
    $
    79,263State and local
    
    
    9,337
    
    
    
    3,304
    
    
    
    11,979Foreign
    
    
    (11
    )
    
    
    (900
    )
    
    
    250Total current expense (benefit)
    
    
    64,788
    
    
    
    (159
    )
    
    
    91,492Federal
    
    
    (3,430
    )
    
    
    6,163
    
    
    
    (27,981
    )State and local
    
    
    (29
    )
    
    
    248
    
    
    
    (3,810
    )Total deferred expense (benefit)
    
    
    (3,459
    )
    
    
    6,411
    
    
    
    (31,791
    )Total income tax expense
    
    $
    61,329
    
    
    $
    6,252
    
    
    $
    59,701
 Current Federal Tax Expense
  F-13




---



##### Table of Contents



Current State and Local Tax Expense
    July 31,
    
    
    July 31,
    
    
    July 31,2010
    
    
    2009
    
    
    2008Federal Tax Expense at Statutory Rates
    
    $
    59,988
    
    
    $
    8,188
    
    
    $
    53,342State Tax Expense at Various State Tax Rates (net of federal benefit)
    
    
    5,153
    
    
    
    738
    
    
    
    5,310Current Tax Expense Effect of Accrued Product Warranties
    
    
    3,622
    
    
    
    (7,253
    )
    
    
    21,280Current Tax Expense Effect of Other Temporary Items
    
    
    (407
    )
    
    
    842
    
    
    
    10,511Income Tax Credits and Incentives
    
    
    (1,069
    )
    
    
    (3,669
    )
    
    
    (521
    )Amended Returns and Tax Exam Settlements
    
    
    
    
    
    
    (1,022
    )
    
    
    Domestic Production Activities Deduction
    
    
    (3,745
    )
    
    
    (420
    )
    
    
    (4,099
    )Executive Compensation Limitation
    
    
    1,578
    
    
    
    
    
    
    
    Goodwill Impairment
    
    
    
    
    
    
    3,707
    
    
    
    Tax-Exempt Interest
    
    
    (55
    )
    
    
    (444
    )
    
    
    (1,209
    )Change in Uncertain Tax Positions
    
    
    (1,931
    )
    
    
    1,271
    
    
    
    5,572True-up of Current Tax Payable
    
    
    807
    
    
    
    (2,308
    )
    
    
    Other Permanent Items
    
    
    847
    
    
    
    211
    
    
    
    1,306Total Current Income Taxes
    
    $
    64,788
    
    
    $
    (159
    )
    
    $
    91,492
 F-14




---



##### Table of Contents



July 31,
    
    
    July 31,
    
    
    July 31,2010
    
    
    2009
    
    
    2008Provision at Federal Statutory Rate
    
    $
    59,988
    
    
    $
    8,188
    
    
    $
    53,342State and Local Income Taxes, Net of Federal Benefit
    
    
    5,124
    
    
    
    738
    
    
    
    5,310Income Tax Credits and Incentives
    
    
    (1,069
    )
    
    
    (3,669
    )
    
    
    (521
    )Amended Returns and Tax Exam Settlements
    
    
    
    
    
    
    (1,022
    )
    
    
    Domestic Production Activities Deduction
    
    
    (3,745
    )
    
    
    (420
    )
    
    
    (4,099
    )Change in Uncertain Tax Positions
    
    
    (278
    )
    
    
    1,271
    
    
    
    5,572Goodwill Impairment
    
    
    
    
    
    
    3,707
    
    
    
    Executive Compensation Limitation
    
    
    1,578
    
    
    
    
    
    
    
    Reduction of Excess Current Tax Payable and Deferred Tax Liabilities
    
    
    (1,061
    )
    
    
    (2,308
    )
    
    
    Tax-Exempt Interest
    
    
    (55
    )
    
    
    (444
    )
    
    
    (1,209
    )Other Permanent Items
    
    
    847
    
    
    
    211
    
    
    
    1,306Income Taxes
    
    $
    61,329
    
    
    $
    6,252
    
    
    $
    59,701
  July 31,
    
    
    July 31,A summary of deferred income taxes is as follows:
    
    2010
    
    
    2009Current deferred tax asset (liability):Inventory basis
    
    $
    (715
    )
    
    $
    (96
    )Employee benefits
    
    
    2,506
    
    
    
    1,015Self-insurance reserves
    
    
    10,077
    
    
    
    9,657Accrued Product warranties
    
    
    19,629
    
    
    
    16,007Accrued incentives
    
    
    2,538
    
    
    
    1,490Sales Returns and Allowances
    
    
    1,269
    
    
    
    2,464Settlement Fees
    
    
    141
    
    
    
    1,018Unrecognized Tax Benefits
    
    
    2,406
    
    
    
    342Other
    
    
    1,648
    
    
    
    1,444Total current net deferred tax asset included in deferred income taxes and other
    
    $
    39,499
    
    
    $
    33,341
 Long-term deferred tax asset (liability):Property basis
    
    
    (1,552
    )
    
    
    (1,867
    )Investments
    
    
    (1,529
    )
    
    
    (486
    )Deferred compensation
    
    
    3,719
    
    
    
    3,559Auction rate securities
    
    
    199
    
    
    
    431Intangibles
    
    
    (5,436
    )
    
    
    (5,205
    )Foreign currency translation
    
    
    
    
    
    
    (1,097
    )Unrecognized Tax Benefits
    
    
    11,795
    
    
    
    15,512Other
    
    
    
    
    
    
    (720
    )Total net long-term deferred tax asset (liability)
included in deferred income taxes and other
liabilities
    
    
    7,196
    
    
    
    10,127Net deferred tax asset
    
    $
    46,695
    
    
    $
    43,468
   F-15




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Unrecognized Tax Benefits:
    2010
    
    
    2009
    
    
    2008Unrecognized
    
    
    Unrecognized
    
    
    UnrecognizedTax
Benefit
    
    

Tax
Benefit
    
    

Tax
BenefitBeginning balance
    
    $
    30,235
    
    
    $
    21,032
    
    
    $
    19,463Increase in liability due to federal benefit
    
    
    
    
    
    
    11,031
    
    
    
    Tax positions related to prior years:Additions
    
    
    760
    
    
    
    1,880
    
    
    
    Reductions
    
    
    (1,883
    )
    
    
    
    
    
    
    (7
    )Tax positions related to current year:Additions
    
    
    4,095
    
    
    
    622
    
    
    
    3,805Reductions
    
    
    
    
    
    
    
    
    
    
    Settlements
    
    
    (817
    )
    
    
    (3,002
    )
    
    
    (1,573
    )Lapses in statute of limitations
    
    
    (1,351
    )
    
    
    (1,328
    )
    
    
    (656
    )Ending balance
    
    $
    31,039
    
    
    $
    30,235
    
    
    $
    21,032
    F-16




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##### Table of Contents



G. LEASES
  H. EMPLOYEE BENEFIT PLANS
   I. CONTINGENT LIABILITIES AND COMMITMENTS
   Total Amount
    
    
    Total Amount
    
    
    Term ofCommitment
    
    Committed 2010
    
    
    Committed 2009
    
    
    CommitmentsGuarantee on dealer financing
    
    $
    1,524
    
    
    $
    7,112
    
    
    VariousStandby repurchase
obligation on dealer
financing
    
    $
    563,636
    
    
    $
    447,706
    
    
    Up to eighteen months
  Fiscal 2010
    
    
    Fiscal 2009
    
    
    Fiscal 2008Cost of units repurchased
    
    $
    10,001
    
    
    $
    32,913
    
    
    $
    11,908Realization of units resold
    
    
    8,665
    
    
    
    27,652
    
    
    
    10,051Losses due to repurchase
    
    $
    1,336
    
    
    $
    5,261
    
    
    $
    1,857
  F-17




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##### Table of Contents



J. STOCKHOLDERS EQUITY
  F-18




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##### Table of Contents



2010
    
    
    2009
    
    
    2008Weighted-
    
    
    
    
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    Average
    
    
    
    
    
    
    AverageShares
    
    
    Exercise Price
    
    
    Shares
    
    
    Exercise Price
    
    
    Shares
    
    
    Exercise PriceOutstanding at beginning of year
    
    
    513,561
    
    
    $
    23.47
    
    
    
    514,561
    
    
    $
    23.48
    
    
    
    409,420
    
    
    $
    21.92Exercised
    
    
    (586
    )
    
    
    26.91
    
    
    
    (1,000
    )
    
    
    26.91
    
    
    
    (94,859
    )
    
    
    23.25Canceled
    
    
    (1,250
    )
    
    
    27.40
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Granted
    
    
    870,000
    
    
    
    34.17
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    26.55Outstanding and expected to
vest at end of year
    
    
    1,381,725
    
    
    $
    30.20
    
    
    
    513,561
    
    
    $
    23.47
    
    
    
    514,561
    
    
    $
    23.48Exercisable at year-end
    
    
    445,057
    
    
    $
    22.99
    
    
    
    380,227
    
    
    $
    22.39
    
    
    
    313,311
    
    
    $
    21.50
   2010
    
    
    2009
    
    
    2008Aggregate intrinsic value of options outstanding and expected to vest
    
    $
    2,350
    
    
    $
    1,509
    
    
    $
    1,039Aggregate intrinsic value of options exercisable
    
    $
    2,263
    
    
    $
    1,509
    
    
    $
    1,039
   Grant Date
    
    July 20, 2010
    
    
    April 28, 2010
    
    
    May 23, 2008
    
    
    May 5, 2008Expected volatility
    
    
    45
    %
    
    
    45
    %
    
    
    40
    %
    
    
    40
    %Expected life of grant
    
    6 years
    

    
    6 years
    
    
    6 years
    
    
    6 yearsRisk-free interest rate
    
    
    2.2
    %
    
    
    3.1
    %
    
    
    3.3
    %
    
    
    3.3
    %Expected dividend rate
    
    
    0.9
    %
    
    
    0.9
    %
    
    
    0.9
    %
    
    
    0.9
    %
  F-19




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##### Table of Contents



2010
    
    
    2009
    
    
    2008Weighted
    
    
    
    
    
    
    Weighted
    
    
    
    
    
    
    WeightedAverage Grant
    
    
    
    
    
    
    Average Grant
    
    
    
    
    
    
    Average GrantShares
    
    
    Date Fair Value
    
    
    Shares
    
    
    Date Fair Value
    
    
    Shares
    
    
    Date Fair ValueNonvested, Beginning of year
    
    
    4,000
    
    
    $
    26.91
    
    
    
    32,000
    
    
    $
    19.22
    
    
    
    71,000
    
    
    $
    16.24Granted
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vested
    
    
    (4,000
    )
    
    
    26.91
    
    
    
    (28,000
    )
    
    
    18.12
    
    
    
    (39,000
    )
    
    
    13.79Forfeited
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Nonvested, End of year
    
    
    
    
    
    $
    
    
    
    
    4,000
    
    
    $
    26.91
    
    
    
    32,000
    
    
    $
    19.22
   K. JOINT VENTURES
     L. BUSINESS SEGMENTS
  F-20




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##### Table of Contents



2010
    
    
    2009
    
    
    2008Net sales:Recreation vehiclesTowables
    
    $
    1,556,591
    
    
    $
    953,279
    
    
    $
    1,763,099Motorized
    
    
    291,958
    
    
    
    161,727
    
    
    
    461,856Total recreation Vehicles
    
    
    1,848,549
    
    
    
    1,115,006
    
    
    
    2,224,955Buses
    
    
    428,008
    
    
    
    406,890
    
    
    
    415,725Total
    
    $
    2,276,557
    
    
    $
    1,521,896
    
    
    $
    2,640,680Income
(loss)  before income taxes:Recreation vehiclesTowables
    
    $
    145,604
    
    
    $
    47,347
    
    
    $
    146,306Motorized
    
    
    10,628
    
    
    
    (29,728
    )
    
    
    (522
    )Total recreation vehicles
    
    
    156,232
    
    
    
    17,619
    
    
    
    145,784Buses
    
    
    29,904
    
    
    
    17,422
    
    
    
    21,132Corporate
    
    
    (14,743
    )
    
    
    (11,646
    )
    
    
    (14,509
    )Total
    
    $
    171,393
    
    
    $
    23,395
    
    
    $
    152,407Identifiable assets:Recreation vehiclesTowables
    
    $
    413,112
    
    
    $
    358,562
    
    
    $
    409,793Motorized
    
    
    86,726
    
    
    
    73,969
    
    
    
    108,740Total recreation vehicles
    
    
    499,838
    
    
    
    432,531
    
    
    
    518,533Buses
    
    
    124,374
    
    
    
    106,823
    
    
    
    110,647Corporate
    
    
    339,861
    
    
    
    411,770
    
    
    
    367,382Total
    
    $
    964,073
    
    
    $
    951,124
    
    
    $
    996,562Depreciation and amortization expense:Recreation vehiclesTowables
    
    $
    7,735
    
    
    $
    8,371
    
    
    $
    10,119Motorized
    
    
    3,058
    
    
    
    2,979
    
    
    
    4,729Total recreation vehicles
    
    
    10,793
    
    
    
    11,350
    
    
    
    14,848Buses
    
    
    1,981
    
    
    
    1,864
    
    
    
    2,035Corporate
    
    
    455
    
    
    
    269
    
    
    
    138Total
    
    $
    13,229
    
    
    $
    13,483
    
    
    $
    17,021Capital expenditures:Recreation vehiclesTowables
    
    $
    8,971
    
    
    $
    2,297
    
    
    $
    6,786Motorized
    
    
    706
    
    
    
    1,847
    
    
    
    5,055Total recreation vehicles
    
    
    9,677
    
    
    
    4,144
    
    
    
    11,841Buses
    
    
    2,888
    
    
    
    512
    
    
    
    1,094Corporate
    
    
    202
    
    
    
    479
    
    
    
    1,880Total
    
    $
    12,767
    
    
    $
    5,135
    
    
    $
    14,815
  M. PRODUCT WARRANTY
  F-21




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##### Table of Contents



Year Ended
    
    
    Year Ended
    
    
    Year EndedJuly 31, 2010
    
    
    July 31, 2009
    
    
    July 31, 2008Beginning Balance
    
    $
    41,717
    
    
    $
    61,743
    
    
    $
    64,310Provision
    
    
    57,314
    
    
    
    32,236
    
    
    
    63,525Payments
    
    
    (47,564
    )
    
    
    (52,262
    )
    
    
    (66,092
    )Ending Balance
    
    $
    51,467
    
    
    $
    41,717
    
    
    $
    61,743
 N. SALE OF BUSINESS ES
    O. THOR CC, INC.
     F-22




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##### Table of Contents



P. CONCENTRATION OF RISK
  Q. LOAN TRANSACTIONS AND RELATED NOTES RECEIVABLE
          F-23




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##### Table of Contents



R. FIRE AT BUS PRODUCTION FACILITY
     Insurance recoveries recognized
    
    $
    18,079Deductible
    
    
    (5,000
    )WIP and raw material destroyed
    
    
    (4,305
    )Property and equipment destroyed
    
    
    (578
    )Clean up and other costs
    
    
    (603
    )Gain on Involuntary Conversion
    
    $
    7,593
  S. ACQUISITION
  F-24




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##### Table of Contents



Net working capital
    
    $
    7,412Property, plant and equipment
    
    
    2,459Dealer network
    
    
    5,230Goodwill
    
    
    2,490Trademarks
    
    
    2,100Technology
    
    
    270Non-compete
    
    
    120$
    20,081
  T. LIQUIDATION OF INSURANCE SUBSIDIARY
  U. SUBSEQUENT EVENTS
       F-25