UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended ~~April~~October 3031, 2024.

☐ 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 001-09235

THOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

93-0768752

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

601 E. Beardsley Ave., Elkhart, IN

46514-3305

52700 Independence Court, Elkhart, IN

46514-8155

(Address of principal executive offices)

(Zip Code)

(574) 970-7460

(Registrant's telephone number, including area code)

(Registrant’s telephone number, including area code)

None

601 East Beardsley Avenue, Elkhart, IN 46514-3305

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange

Title of each class

Trading Symbol(s)

on which registered

Common stock (Par value $0.10 Per Share)

THO

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

As of ~~May 31~~November 29, 2024, 53,~~197~~219,~~791~~768 shares of the registrant’s common stock, par value $0.10 per share, were outstanding.

PART I – FINANCIAL INFORMATION (Unless otherwise indicated, amounts in thousands except share and per share data.)

ITEM 1. FINANCIAL STATEMENTS

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	April 30, 2024		July 31, 2023
	October 31, 2024		July 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	~~371~~445,~~819~~222	$	~~441~~501,~~232~~316
Accounts receivable, trade, net	~~642~~516,~~571~~425		~~543~~502,~~865~~301
Accounts receivable, other, net	~~187~~122,~~439~~020		99198,~~354~~594
Inventories, net	1,~~578~~371,~~147~~771		1,~~653~~366,~~070~~638
Prepaid income taxes, expenses and other	9077,~~273~~526		5681,~~059~~178
Total current assets	2,~~870~~532,~~249~~964		2,~~793~~650,~~580~~027
Property, plant and equipment, net	1,~~379~~380,~~541~~362		1,~~387~~390,~~808~~718
Other assets:
Goodwill	1,~~777~~791,~~335~~704		1,~~800~~786,~~422~~973
Amortizable intangible assets, net	~~889~~833,~~373~~098		~~996~~861,~~979~~133
Deferred income tax assets, net	1226,~~096~~455		528,~~770~~414
Equity investments	~~132~~137,~~270~~769		~~126~~137,~~909~~272
Other	~~157~~170,~~333~~829		~~149~~166,~~362~~286
Total other assets	2,~~968~~959,~~407~~855		32,~~079~~980,~~442~~078
TOTAL ASSETS	$	76,~~218~~873,~~197~~181	$	7,~~260~~020,~~830~~823
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	~~802~~571,~~000~~639	$	~~736~~628,~~275~~134
Current portion of long-term debt	3532,~~491~~206		1132,~~368~~650
Short-term financial obligations	6769,~~957~~850		4972,~~433~~051
Accrued liabilities:
Compensation and related items	~~191~~173,~~122~~144		~~189~~185,~~324~~249
Product warranties	~~320~~300,~~457~~775		~~345~~311,~~197~~627
Income and other taxes	8678,~~515~~545		~~100~~74,~~631~~987
Promotions and rebates	~~152~~156,~~960~~252		~~163~~169,~~410~~928
Product, property and related liabilities	2320,~~789~~871		5432,~~720~~278
Other	58,804		66,124
Dividends payable	26,551		—
Total current liabilities	1,739,095		1,716,482
Other	51,672		60,118
Long-term debt, net	1,209,054		1,291,311
Total current liabilities	1,481,505		1,567,022
Deferred income tax liabilities, net	64,544		75,668
Long-term debt, net	1,043,790		1,101,265
Unrecognized tax benefits	12,135		14,835
Deferred income tax liabilities, net	72,069		74,401
Other liabilities	185,022		179,136
Unrecognized tax benefits	12,004		12,405
Total long-term liabilities	1,470,755		1,560,950
Other liabilities	201,857		191,677
Total long-term liabilities	1,329,720		1,379,748
Contingent liabilities and commitments
Stockholders’ equity:
Preferred stock – authorized 1,000,000 shares; none outstanding	—		—
Common stock – par value of $.10 per share; authorized 250,000,000 shares; issued 66,859,738 and 66,344,340 shares, respectively	6,686		6,634
Common stock – par value of $.10 per share; authorized 250,000,000 shares; issued 67,114,970 and 66,859,738 shares, respectively	6,711		6,686
Additional paid-in capital	~~568~~589,~~905~~414		~~539~~577,~~032~~015
Retained earnings	4,~~190~~226,~~126~~351		4,~~091~~254,~~563~~734
Accumulated other comprehensive loss, net of tax	(~~110~~81,~~541~~805)		(6893,~~547~~706)
Less: Treasury shares of 13,661,947 and 13,030,030, respectively, at cost	(651,946)		(592,667)
Less: Treasury shares of 14,012,706 and 13,928,314, respectively, at cost	(686,339)		(677,299)
Stockholders’ equity attributable to THOR Industries, Inc.	4,~~003~~054,~~230~~332		34,~~976~~067,~~015~~430
Non-controlling interests	57,~~117~~624		76,~~383~~623
Total stockholders’ equity	4,~~008~~061,~~347~~956		34,~~983~~074,~~398~~053
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	76,~~218~~873,~~197~~181	$	7,~~260~~020,~~830~~823

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)

	Three Months Ended April 30,				Nine Months Ended April 30,
	Three Months Ended October 31,
	2024		2023		~~2024~~		~~2023~~
Net sales	$	2,~~801~~142,~~113~~784	$	2,~~928~~500,~~820~~759	$	~~7,509,241~~	$	~~8,383,539~~
Cost of products sold	21,~~379~~861,~~261~~342		2,~~496~~142,~~183~~827		~~6,458,610~~		~~7,181,491~~
Gross profit	~~421~~281,~~852~~442		~~432~~357,~~637~~932		~~1,050,631~~		~~1,202,048~~
Selling, general and administrative expenses	~~226~~240,~~515~~197		~~210~~217,~~044~~896		~~664,536~~		~~660,411~~
Amortization of intangible assets	3229,~~316~~822		3532,~~113~~344		~~97,124~~		~~105,531~~
Interest expense, net	2115,~~830~~228		2620,~~362~~197		~~70,256~~		~~74,802~~
Other income (expense), net	12,~~159~~649		(514,~~667~~913)		~~3,111~~		~~6,136~~
Income before income taxes	142,350		155,451		221,826		367,440
Income (loss) before income taxes	(1,156)		72,582
Income tax provision	28,773		35,722		47,890		84,482
Income tax provision (benefit)	(283)		17,549
Net income	113,577		119,729		173,936		282,958
Net income (loss)	(873)		55,033
Less: Net loss attributable to non-controlling interests	(934)		(990)		(1,357)		(1,026)
Less: Net income attributable to non-controlling interests	959		1,468
Net income attributable to THOR Industries, Inc.	$	114,511	$	120,719	$	175,293	$	283,984
Net income (loss) attributable to THOR Industries, Inc.	$	(1,832)	$	53,565
Weighted-average common shares outstanding:
Basic	5352,~~310~~974,~~318~~603		53,~~425~~295,~~379~~835		~~53,309,546~~		~~53,534,746~~
Diluted	5352,~~722~~974,~~154~~603		53,~~820~~853,~~400~~719		~~53,742,146~~		~~53,854,542~~
Earnings per common share:
Earnings (loss) per common share:
Basic	$	2(0.1503)	$	21.2601	$	~~3.29~~	$	~~5.30~~
Diluted	$	2(0.1303)	$	20.2499	$	~~3.26~~	$	~~5.27~~
Comprehensive income:
Comprehensive income (loss):
Net income	$	113,577	$	119,729	$	173,936	$	282,958
Net income (loss)	$	(873)	$	55,033
Other comprehensive income (loss), net of tax
Foreign currency translation adjustment	(17,773)		21,592		(42,792)		106,640
Foreign currency translation gain (loss), net of tax	11,943		(60,646)
Unrealized gain (loss) on derivatives, net of tax	—		(452)		—		(309)
Total other comprehensive income (loss), net of tax	11,943		(60,646)
Other loss, net of tax	—		—		(111)		(39)
Total Comprehensive income (loss)	11,070		(5,613)
Total other comprehensive income (loss), net of tax	(17,773)		21,140		(42,903)		106,292
Less: Comprehensive income attributable to non-controlling interests	1,001		746
Total Comprehensive income	95,804		140,869		131,033		389,250
Comprehensive income (loss) attributable to THOR Industries, Inc.	$	10,069	$	(6,359)
Less: Comprehensive loss attributable to non-controlling interests	(1,060)		(968)		(2,266)		(1,413)
Comprehensive income attributable to THOR Industries, Inc.	$	96,864	$	141,837	$	133,299	$	390,663

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	Nine Months Ended April 30,
	Three Months Ended October 31,
	2024		2023
Cash flows from operating activities:
Net income	$	173,936	$	282,958
Net income (loss)	$	(873)	$	55,033
Adjustments to reconcile net income to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	~~106~~37,~~424~~839		9734,~~295~~934
Amortization of intangible assets	9729,~~124~~822		~~105~~32,~~531~~344
Amortization of debt issuance costs and extinguishment charges	14,900		8,569
Amortization of debt issuance costs	2,166		2,872
Deferred income tax benefit	(18,722)		(9,052)
Deferred income tax expense (benefit)	(367)		2,417
Gain on disposition of property, plant and equipment	(9,927)		(374)
(Gain) loss on disposition of property, plant and equipment	(2,270)		49
Stock-based compensation expense	2910,~~049~~537		2610,~~607~~452
Changes in assets and liabilities:
Accounts receivable, net	(191,483)		143,591
Accounts receivable	64,441		20,979
Inventories, net	26,103		(87,841)
Inventories	(4,844)		(94,527)
Prepaid income taxes, expenses and other	~~(29~~2,~~237)~~158		223,~~119~~839
Accounts payable	79(57,~~752~~661)		~~(63~~25,~~642)~~150
Accrued liabilities	(81,339)		(35,388)
Accrued liabilities and other	(61,968)		(46,438)
Long-term liabilities and other	1011,~~952~~760		3(7,~~747~~436)
Net cash provided by operating activities	~~207~~30,~~532~~740		~~474~~59,~~120~~668
Cash flows from investing activities:
Purchases of property, plant and equipment	(~~106~~25,~~069~~273)		(~~150~~38,~~466~~211)
Proceeds from dispositions of property, plant and equipment	243,~~682~~363		~~4,179~~275
Business acquisitions, net of cash acquired	~~(3,814)~~—		(64,~~184~~000)
Other	(173,~~688~~432)		(199,~~091~~126)
Net cash used in investing activities	(~~102~~25,~~889~~342)		(~~171~~51,~~562~~062)
Cash flows from financing activities:
Borrowings on term-loan credit facilities	186,723		—
Borrowings on revolving asset-based credit facilities	—		53,449
Payments on term-loan credit facilities	(227,626)		(102,355)
Payments on revolving asset-based credit facilities	—		(51,925)
Borrowings on revolving asset-based credit facilities	113,502		—
Payments on term-loan credit facilities	(60,000)		—
Payments on revolving asset-based credit facilities	(111,555)		(50,000)
Payments on other debt	(1,829)		(1,767)
Payments on other debt	(7,361)		(8,155)
Payments on finance lease obligations	(203)		(180)
Payments of debt issuance costs	(10,480)		—
Purchase of treasury shares	—		(30,037)
Cash dividends paid	(76,730)		(71,978)
Short-term financial obligations and other, net	(2,588)		11,307
Payments on finance lease obligations	(557)		(905)
Net cash used in financing activities	(64,620)		(19,153)
Purchases of treasury shares	(43,034)		(42,007)
Effect of exchange rate changes on cash and cash equivalents	3,128		(4,857)
Payments related to vesting of stock-based awards	(16,245)		(6,765)
Net decrease in cash and cash equivalents	(56,094)		(15,404)
Short-term financial obligations and other, net	20,036		16,097
Cash and cash equivalents, beginning of period	501,316		441,232
Net cash used in financing activities	(173,327)		(266,068)
Cash and cash equivalents, end of period	$	445,222	$	425,828
Effect of exchange rate changes on cash and cash equivalents	(729)		5,183
Net increase (decrease) in cash and cash equivalents	(69,413)		41,673
Cash and cash equivalents, beginning of period	441,232		311,553
Cash and cash equivalents, end of period	$	371,819	$	353,226
Supplemental cash flow information:
Income taxes paid	$	~~111~~9,~~269~~226	$	~~118~~7,~~602~~153
Interest paid	$	7021,~~198~~896	$	7526,~~877~~203
Non-cash investing and financing transactions:
Capital expenditures in accounts payable	$	24,~~273~~505	$	47,~~874~~427
Quarterly dividends payable	$	26,551	$	25,539

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2024 AND 2023 (UNAUDITED)
FOR THE THREE MONTHS ENDED OCTOBER 31, 2024 AND 2023 (UNAUDITED)
	Three Months Ended April 30, 2024
	Three Months Ended October 31, 2024
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at February 1, 2024	66,859,738	$	6,686	$	560,365	$	4,101,210	$	(92,894)	13,535,193	$	(638,949)	$	3,936,418	$	6,177	$	3,942,595
Balance at August 1, 2024	66,859,738	$	6,686	$	577,015	$	4,254,734	$	(93,706)	13,928,314	$	(677,299)	$	4,067,430	$	6,623	$	4,074,053
Net income (loss)	—	—		—		~~114~~(1,~~511~~832)		—		—	—		~~114~~(1,~~511~~832)		~~(934)~~959		~~113,577~~(873)
Purchases of treasury shares	—	—		—		—		—		126,754	(12,997)		(12,997)		—		(12,997)
Restricted stock unit activity	255,232	25		1,862		—		—		84,392	(9,040)		(7,153)		—		(7,153)
Restricted stock unit activity	—	—		(811)		—		—		—	—		(811)		—		(811)
Dividends $0.50 per common share	—	—		—		(26,551)		—		—	—		(26,551)		—		(26,551)
Dividends $0.48 per common share	—	—		—		(25,595)		—		—	—		(25,595)		—		(25,595)
Stock-based compensation expense	—	—		10,537		—		—		—	—		10,537		—		10,537
Stock-based compensation expense	—	—		9,351		—		—		—	—		9,351		—		9,351
Other comprehensive income	—	—		—		—		11,901		—	—		11,901		42		11,943
Other comprehensive income (loss)	—	—		—		—		(17,647)		—	—		(17,647)		(126)		(17,773)
Balance at October 31, 2024	67,114,970	$	6,711	$	589,414	$	4,226,351	$	(81,805)	14,012,706	$	(686,339)	$	4,054,332	$	7,624	$	4,061,956
Balance at April 30, 2024	66,859,738	$	6,686	$	568,905	$	4,190,126	$	(110,541)	13,661,947	$	(651,946)	$	4,003,230	$	5,117	$	4,008,347
	Nine Months Ended April 30, 2024
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at August 1, 2023	66,344,340	$	6,634	$	539,032	$	4,091,563	$	(68,547)	13,030,030	$	(592,667)	$	3,976,015	$	7,383	$	3,983,398
Net income (loss)	—	—		—		175,293		—		—	—		175,293		(1,357)		173,936
Purchases of treasury shares	—	—		—		—		—		454,630	(43,034)		(43,034)		—		(43,034)
Restricted stock unit activity	515,398	52		824		—		—		177,287	(16,245)		(15,369)		—		(15,369)
Dividends $1.44 per common share	—	—		—		(76,730)		—		—	—		(76,730)		—		(76,730)
Stock-based compensation expense	—	—		29,049		—		—		—	—		29,049		—		29,049
Other comprehensive income (loss)	—	—		—		—		(41,994)		—	—		(41,994)		(909)		(42,903)
Balance at April 30, 2024	66,859,738	$	6,686	$	568,905	$	4,190,126	$	(110,541)	13,661,947	$	(651,946)	$	4,003,230	$	5,117	$	4,008,347






	Three Months Ended October 31, 2023
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at August 1, 2023	66,344,340	$	6,634	$	539,032	$	4,091,563	$	(68,547)	13,030,030	$	(592,667)	$	3,976,015	$	7,383	$	3,983,398
Net income	—	—		—		53,565		—		—	—		53,565		1,468		55,033
Purchase of treasury shares	—	—		—		—		—		327,876	(30,037)		(30,037)		—		(30,037)
Restricted stock unit activity	342,158	35		2,007		—		—		122,120	(11,113)		(9,071)		—		(9,071)
Dividends $0.48 per common share	—	—		—		(25,539)		—		—	—		(25,539)		—		(25,539)
Stock-based compensation expense	—	—		10,452		—		—		—	—		10,452		—		10,452
Other comprehensive (loss)	—	—		—		—		(59,924)		—	—		(59,924)		(722)		(60,646)


Balance at October 31, 2023	66,686,498	$	6,669	$	551,491	$	4,119,589	$	(128,471)	13,480,026	$	(633,817)	$	3,915,461	$	8,129	$	3,923,590

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2024 AND 2023 (UNAUDITED)
	Three Months Ended April 30, 2023
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at February 1, 2023	66,334,072	$	6,633	$	517,510	$	3,928,361	$	(96,046)	12,815,099	$	(575,675)	$	3,780,783	$	7,347	$	3,788,130
Net income (loss)	—	—		—		120,719		—		—	—		120,719		(990)		119,729
Purchases of treasury shares	—	—		—		—		—		210,799	(16,600)		(16,600)		—		(16,600)
Restricted stock unit activity	—	—		18		—		—		—	—		18		—		18
Dividends $0.45 per common share	—	—		—		(23,813)		—		—	—		(23,813)		—		(23,813)
Stock-based compensation expense	—	—		9,672		—		—		—	—		9,672		—		9,672
Other comprehensive income (loss)	—	—		—		—		21,118		—	—		21,118		22		21,140
Balance at April 30, 2023	66,334,072	$	6,633	$	527,200	$	4,025,267	$	(74,928)	13,025,898	$	(592,275)	$	3,891,897	$	6,379	$	3,898,276
	Nine Months Ended April 30, 2023
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at August 1, 2022	66,059,403	$	6,606	$	497,946	$	3,813,261	$	(181,607)	12,382,441	$	(543,344)	$	3,592,862	$	7,792	$	3,600,654
Net income (loss)	—	—		—		283,984		—		—	—		283,984		(1,026)		282,958
Purchases of treasury shares	—	—		—		—		—		549,532	(42,007)		(42,007)		—		(42,007)
Restricted stock unit activity	274,669	27		2,647		—		—		93,925	(6,924)		(4,250)		—		(4,250)
Dividends $1.35 per common share	—	—		—		(71,978)		—		—	—		(71,978)		—		(71,978)
Stock-based compensation expense	—	—		26,607		—		—		—	—		26,607		—		26,607
Other comprehensive income (loss)	—	—		—		—		106,679		—	—		106,679		(387)		106,292
Balance at April 30, 2023	66,334,072	$	6,633	$	527,200	$	4,025,267	$	(74,928)	13,025,898	$	(592,275)	$	3,891,897	$	6,379	$	3,898,276

See Notes to the Condensed Consolidated Financial Statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(All U.S. Dollar and Euro amounts presented in thousands except share and per share data or except as otherwise specified)

1. Nature of Operations and Accounting Policies

Nature of Operations

THOR Industries, Inc. was founded in 1980 and is the sole owner of operating subsidiaries (collectively, the “Company” or “THOR”), that, combined, represent the world's largest manufacturer of recreational vehicles (“RVs”). The Company manufactures a wide variety of RVs primarily in the United States and Europe and sells those vehicles, as well as related parts and accessories, primarily to independent, non-franchise dealers throughout the United States, Canada and Europe. Unless the context requires or indicates otherwise, all references to “THOR,” the “Company,” “we,” “our” and “us” refer to THOR Industries, Inc. and its subsidiaries.

The July 31, ~~2023~~2024 amounts are derived from the annual audited financial statements of THOR. The interim financial statements are unaudited. In the opinion of management, all adjustments (which consist of normal, recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented have been made. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, ~~2023~~2024. Due to seasonality within the recreational vehicle industry, ~~the impact of supply chain disruptions primarily in Europe,~~ inflation and shifting consumer demand onin our industry, among other factors, annualizing the results of operations for the ~~nine~~three months ended ~~April~~October 3031, 2024 would not necessarily be indicative of the results expected for the full fiscal year.

~~Recently~~Recent ~~Issued~~ Accounting Standards Not Yet Adopted

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2023-07 (“ASU 2023-07”) “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires additional disclosures about significant segment expenses regularly provided to the Chief Operating Decision Maker. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, or the annual report for fiscal 2025 for the Company, and interim periods within fiscal years beginning after December 15, 2024, or interim periods starting in fiscal 2026 for the Company. Early adoption is permitted. We are currently evaluating the impact of ASU 2023-07 on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”, requiring enhancements and further transparency to certain income tax disclosures. Under this ASU, entities must disclose, on an annual basis, specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, ASU 2023-09 requires entities to disclose additional information about income taxes paid. The new standard also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective for financial statements for annual periods beginning after December 15, 2024. This ASU is effective for the Company in its fiscal year 2026 beginning on August 1, 2025. Early adoption is permitted. The Company is currently evaluating the potential impact of adopting this guidance on the consolidated financial statements.

7In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which provides updates to qualitative and quantitative disclosure requirements over the disaggregation of relevant expense captions within the income statement to provide more transparency and useful information on expenses within the income statement including tabular presentation of prescribed expense categories such as the purchases of inventory, employee compensation, depreciation, intangible asset amortization, and inclusion of other specific expense, gains and losses required by existing GAAP with reconciliation of disaggregation to the face of the income statement. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The amendment should be applied prospectively; however, retrospective application is also permitted. This ASU will be effective for our fiscal year ending July 31, 2028. We are currently evaluating the impact ASU 2024-03 may have on our consolidated financial statement disclosures.

2. Business Segments

The Company has three reportable segments, all related to recreational vehicles: (1) North American Towable Recreational Vehicles, (2) North American Motorized Recreational Vehicles and (3) European Recreational Vehicles. The operations of the Company's Airxcel and Postle subsidiaries are included in “Other”. Net sales included in Other relate primarily to the sale of specialized component parts and aluminum extrusions. Intercompany eliminations adjust for Airxcel and Postle sales to the Company’s North American Towable and North American Motorized segments, which are consummated at established transfer prices generally consistent with the selling prices of products to third parties.

The following tables reflect certain financial information by reportable segment:

Three Months Ended April 30,

Nine Months Ended April 30,

Three Months Ended October 31,

NET SALES:

~~2024~~

~~2023~~

2024

2023

Recreational vehicles

North American Towable

~~1,071,393~~

~~1,124,410~~

2898,~~747,815~~778

3945,~~271,967~~454

North American Motorized

~~646,948~~

~~795,940~~

1505,~~928,531~~208

2711,~~658,042~~159

Total North America

~~1,718,341~~

~~1,920,350~~

41,~~676~~403,~~346~~986

51,~~930~~656,~~009~~613

European

~~931,061~~

~~866,751~~

2604,~~421,556~~903

2708,~~017,991~~201

Total recreational vehicles

~~2,649,402~~

~~2,787,101~~

72,~~097~~008,~~902~~889

72,~~948~~364,~~000~~814

Other

~~216,227~~

~~201,164~~

~~581~~193,~~682~~511

~~598~~198,~~671~~921

Intercompany eliminations

~~(64,516)~~

~~(59,445)~~

(~~170~~59,~~343~~616)

(~~163~~62,~~132~~976)

Total

~~2,801,113~~

~~2,928,820~~

72,~~509~~142,~~241~~784

82,~~383~~500,~~539~~759

Three Months Ended April 30,

Nine Months Ended April 30,

Three Months Ended October 31,

INCOME (LOSS) BEFORE INCOME TAXES:

~~2024~~

~~2023~~

2024

2023

Recreational vehicles

North American Towable

~~68,409~~

~~77,583~~

~~118~~46,~~319~~821

~~181~~49,~~471~~249

North American Motorized

~~33,172~~

~~48,186~~

969,~~684~~081

~~234~~37,~~163~~052

Total North America

~~101,581~~

~~125,769~~

~~215~~55,~~003~~902

~~415~~86,~~634~~301

European

~~77,382~~

~~72,401~~

~~144~~1,~~206~~177

7728,~~948~~767

Total recreational vehicles

~~178,963~~

~~198,170~~

~~359~~57,~~209~~079

~~493~~115,~~582~~068

Other, net

~~18,831~~

~~16,970~~

354,~~650~~774

309,~~004~~476

Corporate

~~(55,444)~~

~~(59,689)~~

(~~173~~63,~~033~~009)

(~~156~~51,~~146~~962)

Total

~~142,350~~

~~155,451~~

~~221~~(1,~~826~~156)

~~367~~72,~~440~~582

TOTAL ASSETS:

~~April~~October 3031, 2024

July 31, ~~2023~~2024

Recreational vehicles

North American Towable

1,~~412~~402,~~923~~332

1,~~429~~290,~~899~~117

North American Motorized

1948,~~180,707~~342

1,~~268~~077,~~109~~808

Total North America

2,~~593~~350,~~630~~674

2,~~698~~367,~~008~~925

European

2,~~983~~814,~~548~~560

2,~~898~~871,~~175~~316

Total recreational vehicles

5,~~577~~165,~~178~~234

5,~~596~~239,~~183~~241

Other

1,~~045~~040,~~512~~821

1,~~048~~058,~~076~~842

Corporate

~~595~~667,~~507~~126

~~616~~722,~~571~~740

Total

76,~~218~~873,~~197~~181

7,~~260~~020,~~830~~823

DEPRECIATION AND INTANGIBLE ASSET AMORTIZATION EXPENSE:

~~Three Months Ended April 30,~~

Three Months Ended October 31,

~~Nine Months Ended April 30,~~

~~2024~~

~~2023~~

2024

2023

Recreational vehicles

North American Towable

~~13,555~~

~~15,188~~

4113,~~107~~094

4513,~~653~~764

North American Motorized

~~8,556~~

~~8,114~~

268,~~347~~656

248,~~447~~942

Total North America

~~22,111~~

~~23,302~~

6721,~~454~~750

7022,~~100~~706

European

~~31,517~~

~~29,840~~

9332,~~050~~241

8530,~~855~~397

Total recreational vehicles

~~53,628~~

~~53,142~~

~~160~~53,~~504~~991

~~155~~53,~~955~~103

Other

~~13,865~~

~~14,563~~

4112,~~159~~872

4513,~~549~~626

Corporate

~~658~~

~~446~~

~~1,885~~798

~~1,322~~549

Total

~~68,151~~

~~203~~67,~~548~~661

~~202~~67,~~826~~278

Three Months Ended April 30,

Nine Months Ended April 30,

Three Months Ended October 31,

CAPITAL ACQUISITIONS:

~~2024~~

~~2023~~

2024

2023

Recreational vehicles

North American Towable

~~3,726~~

~~14,367~~

154,~~099~~158

526,~~361~~930

North American Motorized

~~2,642~~

~~4,918~~

153,~~503~~136

347,~~248~~475

Total North America

~~6,368~~

~~19,285~~

307,~~602~~294

8614,~~609~~405

European

~~13,268~~

~~15,889~~

4410,~~144~~901

3614,~~960~~760

Total recreational vehicles

~~19,636~~

~~35,174~~

7418,~~746~~195

~~123~~29,~~569~~165

Other

~~5,762~~

~~13,144~~

203,~~297~~629

258,~~913~~291

Corporate

~~945~~

~~854~~

72,~~852~~525

12,~~125~~735

Total

~~26,343~~

~~49,172~~

~~102~~24,~~895~~349

~~150~~40,~~607~~191

3. Earnings Per Common Share

The following table reflects the weighted-average common shares used to compute basic and diluted earnings per common share as included on the Condensed Consolidated Statements of Income and Comprehensive Income:

Three Months Ended April 30,

Nine Months Ended April 30,

Three Months Ended October 31,

~~2024~~

~~2023~~

2024

2023

Weighted-average common shares outstanding for basic earnings per share

~~53,310,318~~

~~53,425,379~~

5352,~~309~~974,~~546~~603

53,~~534~~295,~~746~~835

Unvested restricted and performance stock units

411,836

395,021

432,600

319,796

Unvested restricted stock units and performance stock units

—

(1)

557,884

Weighted-average common shares outstanding assuming dilution

~~53,722,154~~

~~53,820,400~~

5352,~~742~~974,~~146~~603

53,~~854~~853,~~542~~719

~~For~~(1)Due ~~the~~to ~~three~~a ~~months~~loss ~~ended~~for ~~April 30, 2024 and 2023,~~ the ~~Company~~three had 43,000 and 113,964 unvested restricted stock units and performance stock units outstanding, respectively, which were excluded from this calculation as their effect would have been antidilutive. For the nine months ended ~~April~~October 3031, 2024 ~~and 2023~~, ~~the~~zero ~~Company~~incremental ~~had~~shares ~~34,125~~are ~~and~~included ~~162,565~~because ~~unvested~~the ~~restricted stock units and performance stock units outstanding, respectively, which were excluded from this calculation as their~~ effect would ~~have~~be ~~been~~ antidilutive.

9The Company excluded 523,157 and 51,298 unvested restricted stock units and performance stock units that have an antidilutive effect from its calculation of weighted-average common shares outstanding assuming dilution at October 31, 2024 and October 31, 2023, respectively.

4. Derivatives and Hedging

As of October 31, 2024 and July 31, 2024 there were no derivative instruments designated as hedges, except for the net investment hedge discussed below.

Net Investment Hedge

The foreign currency transaction gains and losses on the Euro-denominated portion of the term loan, which is designated and effective as a hedge of the Company’s net investment in its Euro-denominated functional currency subsidiaries, are included as a component of the foreign currency translation adjustment. Gains (losses), net of tax, included in the foreign currency translation adjustments were $(1,248) for the three months ended October 31, 2024 and $13,409 for the three months ended October 31, 2023.

There were no amounts reclassified out of AOCI pertaining to the net investment hedge during the three-month periods ended October 31, 2024 or October 31, 2023.

Derivatives Not Designated as Hedging Instruments

The Company has certain other derivative instruments which have not been designated as hedges. These other derivative instruments had a notional amount totaling approximately $37,406 and a fair value liability of $1,084 as of October 31, 2024. These other derivative instruments had a notional amount totaling approximately $22,333 and a fair value liability of $1,137 as of July 31, 2024. For these derivative instruments, changes in fair value are recognized in earnings.

The total amounts presented in the Condensed Consolidated Statements of Income and Comprehensive Income due to changes in the fair value of the derivative instruments are as follows:

	Three Months Ended April 30,
	Three Months Ended October 31,
	2024		~~2023~~				2023
Gain (Loss) on Derivatives Designated as Cash Flow Hedges
					Interest					Interest
Gain (Loss) recognized in Other Comprehensive Income, net of tax
	Sales				Expense			Sales		Expense
Interest rate swap agreements (1)	$	—	$	(452)
Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Total gain (loss)	$	—	$	(452)
Amount of gain (loss) recognized in income (loss), net of tax
Foreign currency forward contracts	$	(457)			$	—		$	157	$	—
Interest rate swap agreements	—				(27)			—		64
Total gain (loss)	$	(457)			$	(27)		$	157	$	64

(1)Other comprehensive income (loss), net of tax, before reclassification from accumulated other comprehensive income (“AOCI”) was $0 and $16 for the three months ended April 30, 2024 and 2023, respectively.

	Nine Months Ended April 30,
	2024		2023
Gain (Loss) on Derivatives Designated as Cash Flow Hedges
Gain (Loss) recognized in Other Comprehensive Income, net of tax
Interest rate swap agreements (2)	$	—	$	(367)
Total gain (loss)	$	—	$	(367)

(2)Other comprehensive income (loss), net of tax, before reclassification from AOCI was $0 and $734 for the nine months ended April 30, 2024 and 2023, respectively.

	Three Months Ended April 30,
	2024				2023
			Interest					Interest
	Sales		Expense			Sales		Expense
Gain (Loss) Reclassified from AOCI, Net of Tax
Interest rate swap agreements	$	—	$	—		$	—	$	468
Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Gain (loss) recognized in income, net of tax
Foreign currency forward contracts	(278)		—			690		—
Interest rate swap agreements	—		45			—		11
Total gain (loss)	$	(278)	$	45		$	690	$	479

	Nine Months Ended April 30,
	2024				2023
			Interest					Interest
	Sales		Expense			Sales		Expense
Gain (Loss) Reclassified from AOCI, Net of Tax
Foreign currency forward contracts	$	—	$	—		$	(58)	$	—
Interest rate swap agreements	—		—			—		1,101
Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Gain (loss) recognized in income, net of tax
Foreign currency forward contracts	(353)		—			2,636		—
Commodities swap agreements	—		—			(2,229)		—
Interest rate swap agreements	—		(94)			—		182
Total gain (loss)	$	(353)	$	(94)		$	349	$	1,283

As of April 30, 2024 and July 31, 2023 there were no derivative instruments designated as cash flow hedges. The Company has certain other derivative instruments which have not been designated as hedges. These other derivative instruments had a notional amount totaling approximately $49,681 and a fair value liability of $1,287 as of April 30, 2024. These other derivative instruments had a notional amount totaling approximately $25,248 and a fair value liability of $932 as of July 31, 2023. For these derivative instruments, changes in fair value are recognized in earnings.

Net Investment Hedges

The foreign currency transaction gains and losses on the Euro-denominated portion of the term loan, which is designated and effective as a hedge of the Company’s net investment in its Euro-denominated functional currency subsidiaries, are included as a component of the foreign currency translation adjustment. A gain, net of tax, was included in the foreign currency translation adjustment of $2,984 for the three months ended April 30, 2024 and a gain of $10,156 was included for the nine months ended April 30, 2024. Losses, net of tax, included in the foreign currency translation adjustments were $4,901 for the three months ended April 30, 2023 and $25,813 for the nine months ended April 30, 2023.

There were no amounts reclassified out of AOCI pertaining to the net investment hedge during the three and nine-month periods ended April 30, 2024 and April 30, 2023, respectively.

5. Inventories

Major classifications of inventories are as follows:

	April 30, 2024		July 31, 2023
	October 31, 2024		July 31, 2024
Finished goods – RV	$	~~272~~319,~~428~~525	$	~~164~~249,~~456~~949
Finished goods – other	87104,~~423~~288		9391,~~476~~371
Work in process	~~322~~279,~~181~~929		~~313~~261,~~006~~043
Raw materials	~~452~~420,~~493~~762		~~563~~434,~~614~~165
Chassis	~~598~~395,~~226~~377		~~681~~478,~~122~~220
Subtotal	1,~~732~~519,~~751~~881		1,~~815~~514,~~674~~748
Excess of FIFO costs over LIFO costs	(~~154~~148,~~604~~110)		(~~162~~148,~~604~~110)
Total inventories, net	$	1,~~578~~371,~~147~~771	$	1,~~653~~366,~~070~~638

Of the $1,~~732~~519,~~751~~881 and $1,~~815~~514,~~674~~748 of inventories at ~~April~~October 3031, 2024 and July 31, ~~2023~~2024, $1,~~292~~115,~~488~~081 and $1,~~224~~109,~~069~~062, respectively, were valued on the first-in, first-out (“FIFO”) ~~method~~basis, and $~~440~~404,~~263~~800 and $~~591~~405,~~605~~686, respectively, were valued on the last-in, first-out (“LIFO”) ~~method~~basis.

119

6. Property, Plant and Equipment

Property, plant and equipment consists of the following:

	April 30, 2024		July 31, 2023
	October 31, 2024		July 31, 2024
Land	$	~~145~~152,~~878~~109	$	~~147~~151,~~633~~164
Buildings and improvements	1,~~055~~061,~~126~~556		1,~~038~~053,~~394~~812
Machinery and equipment	~~703~~751,~~876~~614		~~672~~738,~~499~~535
Rental vehicles	~~122~~129,~~317~~996		99126,~~360~~794
Lease right-of-use assets – operating	4341,~~780~~678		4743,~~969~~139
Lease right-of-use assets – finance	4,~~959~~586		54,~~518~~772
Total cost	2,~~075~~141,~~936~~539		2,~~011~~118,~~373~~216
Less: Accumulated depreciation	(~~696~~761,~~395~~177)		(~~623~~727,~~565~~498)
Property, plant and equipment, net	$	1,~~379~~380,~~541~~362	$	1,~~387~~390,~~808~~718

See Note 15 to the Condensed Consolidated Financial Statements for further information regarding the lease right-of-use assets.

7. Intangible Assets and Goodwill

The components of Amortizable intangible assets, ~~net~~ are as follows:

	April 30, 2024				July 31, 2023
	October 31, 2024				July 31, 2024
			Accumulated				Accumulated
	Cost		Amortization		Cost		Amortization
Dealer networks/customer relationships	$	1,~~102~~109,~~818~~070	$	~~586~~629,~~834~~691	$	1,~~112~~107,~~273~~396	$	~~526~~610,~~327~~106
Trademarks	~~352~~354,~~175~~034		~~108~~119,~~774~~087		~~355~~353,~~560~~435		96114,~~087~~272
Design technology and other intangibles	~~253~~259,~~988~~124		~~124~~140,~~000~~352		258,~~868~~260		~~107~~133,~~483~~580
Non-compete agreements	1,400		1,400		1,400		1,225
Total amortizable intangible assets	$	1,722,228	$	889,130	$	1,719,091	$	857,958
Total amortizable intangible assets	$	1,710,381	$	821,008	$	1,728,101	$	731,122

Estimated future amortization expense is as follows:

For the remainder of the fiscal year ending July 31, 2024	$	32,217
For the remainder of the fiscal year ending July 31, 2025	$	89,051
For the fiscal year ending July 31, 2025	117,211
For the fiscal year ending July 31, 2026	107,456
For the fiscal year ending July 31, 2026	105,987
For the fiscal year ending July 31, 2027	98,734
For the fiscal year ending July 31, 2027	97,308
For the fiscal year ending July 31, 2028	89,888
For the fiscal year ending July 31, 2028	89,963
For the fiscal year ending July 31, 2029	74,521
For the fiscal year ending July 31, 2029 and thereafter	446,687
For the fiscal year ending July 31, 2030 and thereafter	373,448
	$	~~889~~833,~~373~~098

12Changes in the carrying amount of Goodwill by reportable segment for the three months ended October 31, 2024 are summarized as follows:

Changes in the carrying amount of Goodwill by reportable segment for the nine months ended April 30, 2024 are summarized as follows:


	North American Towable		North American Motorized		European		Other		Total
Net balance as of August 1, 2024	$	337,883	$	65,064	$	948,674	$	435,352	$	1,786,973
Fiscal 2025 activity:


Foreign currency translation	—		—		4,731		—		4,731

Net balance as of October 31, 2024	$	337,883	$	65,064	$	953,405	$	435,352	$	1,791,704

	North American Towable		North American Motorized		European		Other		Total
Net balance as of August 1, 2023	$	337,883	$	65,064	$	965,758	$	431,717	$	1,800,422
Fiscal 2024 activity:
Goodwill acquired	—		—		—		3,635		3,635
Foreign currency translation	—		—		(26,722)		—		(26,722)
Net balance as of April 30, 2024	$	337,883	$	65,064	$	939,036	$	435,352	$	1,777,335

Changes in the carrying amount of Goodwill by reportable segment for the ~~nine~~three months ended ~~April~~October 3031, 2023 are summarized as follows:

	North American Towable		North American Motorized		European		Other		Total
Net balance as of August 1, 2022	$	344,975	$	53,875	$	893,383	$	511,918	$	1,804,151
Net balance as of August 1, 2023	$	337,883	$	65,064	$	965,758	$	431,717	$	1,800,422
Fiscal 2023 activity:
Fiscal 2024 activity:
Goodwill acquired	~~4,097~~—		—		—		—3,751		43,~~097~~751
Measurement period adjustments	—		—		—		4,682		4,682
Foreign currency translation	—		—		(35,396)		—		(35,396)
Foreign currency translation	—		—		68,696		—		68,696
Net balance as of October 31, 2023	$	337,883	$	65,064	$	930,362	$	435,468	$	1,768,777
Deconsolidation of Roadpass Digital	—		—		—		(84,883)		(84,883)
Net balance as of April 30, 2023	$	349,072	$	53,875	$	962,079	$	431,717	$	1,796,743

8. Equity Investments

As discussed in Note 8 to the Company’s Consolidated Financial Statements included in the Fiscal ~~2023~~2024 Form 10-K, effective December 30, 2022, the Company formed a joint venture with TechNexus Holdings LLC (“TechNexus”), whereby the Company transferred TH2Connect, LLC d/b/a Roadpass Digital and its associated legal entities to TN-RP Holdings, LLC (“TN-RP”), following which the Company and TechNexus own 100% of the Class A-RP units and Class C-RP units, respectively, issued by TN-RP.

TN-RP is a variable interest entity (“VIE”), in which both the Company and TechNexus each have a variable interest. The Company’s equity interest, which entitles the Company to a share of future distributions from TN-RP, represents a variable interest. The Company has significant influence due to its Class A-RP unit ownership interest, non-majority seats on the TN-RP advisory board and certain protective rights, and therefore the Company’s investment in TN-RP is accounted for under the equity method of accounting and reported as a component of Equity investments in the Condensed Consolidated Balance Sheets. Similarly, the Company holds an additional investment that is also a VIE over which the Company has significant influence. This is also reported as a component of Equity investments in the Condensed Consolidated Balance Sheets.

The Company had the following aggregate investment and maximum exposure to loss related to these VIEs:

April 30, 2024

July 31, 2023

October 31, 2024

July 31, 2024

Carrying amount of investments

~~132~~137,~~270~~769

~~126~~137,~~909~~272

Maximum exposure to loss

~~148~~141,~~039~~793

~~161~~144,~~459~~047

The Company’s share of gains and losses accounted for under the equity method of accounting are included in Other income (expense), net in the Condensed Consolidated Statements of Income and Comprehensive Income. The losses recognized in the three ~~and nine~~ months ended ~~April~~October 3031, 2024 were $2,~~890 and $12~~254,~~327,~~ ~~respectively,~~ and the losses recognized in the three ~~and nine~~ months ended ~~April~~October 3031, 2023 were $45,~~646 and $6,045, respectively~~935.

9. Concentration of Risk

One dealer, FreedomRoads, LLC, accounted for 14approximately 12% of the Company’s consolidated net sales for the three-month period ended ~~April~~October 3031, 2024 and ~~11%~~approximately ~~of the Company’s consolidated net sales for the three-month period ended April 30, 2023, and accounted for~~ 14% of the Company’s consolidated net sales for the ~~nine~~three-month period ended ~~April~~October 3031, ~~2024 and 13% for the nine-month period ended April 30,~~ 2023. The majority of the sales to this dealer are reported within the North American Towable and North American Motorized reportable segments. This dealer also accounted for 16approximately 15% and approximately 10% of the Company’s consolidated trade accounts receivable at ~~April~~October 3031, 2024 and ~~13% at~~ July 31, ~~2023~~2024, respectively. The loss of this dealer or a deterioration in the liquidity or creditworthiness of this dealer could have a material ~~adverse~~ effect on the Company’s business.

10. Fair Value Measurements

The financial assets and liabilities that are accounted for at fair value on a recurring basis at ~~April~~October 3031, 2024 and July 31, ~~2023~~2024 are as follows:

	Input Level	~~April~~October 3031, 2024		July 31, ~~2023~~2024
Cash equivalents	Level 1	$	~~202~~246,~~961~~886	$	~~286~~310,~~984~~210
Deferred compensation plan mutual fund assets	Level 1	$	3727,~~538~~930	$	4028,~~220~~985
Equity investments	Level 1	$	~~1,286~~781	$	41,~~105~~169
Foreign currency forward contract liability	Level 2	$	251	$	—
Foreign currency forward contract asset	Level 2	$	95	$	—
Interest rate swap liability	Level 2	$	1,036	$	932
Interest rate swap liabilities, net	Level 2	$	1,179	$	1,137

Cash equivalents represent investments in short-term money market instruments that are direct obligations of the U.S. Treasury and/or repurchase agreements backed by U.S. Treasury obligations. These investments are reported as a component of Cash and cash equivalents in the Condensed Consolidated Balance Sheets.

Deferred compensation plan assets accounted for at fair value are investments in securities (primarily mutual funds) traded in an active market held for the benefit of certain employees of the Company as part of a deferred compensation plan~~, which are reported within Other assets in the Condensed Consolidated Balance Sheets~~. Additional plan investments in corporate-owned life insurance are recorded at their cash surrender value, not fair value, and therefore are not included above.

Equity investments represent stock investments that are publicly traded in an active market and are reported within Other assets in the Condensed Consolidated Balance Sheets.

The fair value of foreign currency forward contracts is estimated by discounting the difference between the contractual forward price and the current available forward price for the residual maturity of the contract using observable market rates.

The fair value of interest rate swaps is determined by discounting the estimated future cash flows based on the applicable observable yield curves.

11. Product Warranties

The Company generally provides retail customers of its products with a one-year or two-year warranty covering defects in material or workmanship, with longer warranties on certain structural components.

Changes in our product warranty liability during the indicated periods are as follows:

	Three Months Ended April 30,								Nine Months Ended April 30,
			Three Months Ended October 31,
	~~2024~~		2024		~~2023~~		2023		~~2024~~		~~2023~~
Beginning balance	$	~~319,614~~	$	311,627	$	~~326,665~~	$	345,197	$	~~345,197~~	$	~~317,908~~
Provision	~~84,327~~		61,753		~~94,971~~		74,435		~~225,240~~		~~256,752~~
Payments	~~(82,853)~~		(72,979)		~~(82,719)~~		(84,171)		~~(248,379)~~		~~(238,363)~~
Foreign currency translation	~~(631)~~		374		~~781~~		(2,187)		~~(1,601)~~		~~3,401~~
Ending balance	$	~~320,457~~	$	300,775	$	~~339,698~~	$	333,274	$	~~320,457~~	$	~~339,698~~

12. Long-Term Debt

The components of long-term debt are as follows:

April 30, 2024

July 31, 2023

October 31, 2024

July 31, 2024

Term loan

~~703~~536,~~694~~003

~~758~~594,~~094~~361

Senior unsecured notes

500,000

Unsecured notes

2627,~~795~~205

27,~~558~~070

Other debt

3328,~~306~~189

4129,~~753~~848

Total long-term debt

1,~~263~~091,~~795~~397

1,~~327~~151,~~405~~279

Debt issuance costs, net of amortization

(1915,~~250~~401)

(2417,~~726~~364)

Total long-term debt, net of debt issuance costs

1,~~244~~075,~~545~~996

1,~~302~~133,~~679~~915

Less: Current portion of long-term debt

(3532,~~491~~206)

(1132,~~368~~650)

Total long-term debt, net, less current portion

1,~~209~~043,~~054~~790

1,~~291~~101,~~311~~265

As discussed in Note 13 to the Company’s Consolidated Financial Statements included in the Fiscal ~~2023~~2024 Form 10-K, the Company is a party to a seven-year term loan (“term loan”) agreement, which consists of both a U.S. dollar-denominated term loan tranche (“USD term loan”) and a Euro-denominated term loan tranche, (“Euro term loan”) and a five-year $1,000,000 ~~revolving~~ asset-based credit facility (“ABL”).

OnAs ~~November~~of 15October 31, ~~2023~~2024, the ~~Company~~outstanding ~~entered~~USD ~~into amendments to both its~~ term loan ~~and~~balance ~~ABL~~of ~~agreements to extend maturities and lower the applicable margins used to determine the interest rate on the U.S. dollar-denominated term loan tranche. Pursuant to the term loan amendments~~$205,000 ~~the~~was ~~applicable~~subject ~~margin used~~ to ~~determine~~a ~~the interest rate on U.S. dollar-denominated loans was reduced by 0.25% so that the applicable margin for Alternate Base Rate ("ABR")-based loans is 1.75% and 2.75% for~~ Secured Overnight Financing Rate (“SOFR”)-based ~~loans.~~rate ~~The~~totaling ~~SOFR credit spread adjustment applicable to U~~6.S935%. ~~dollar-denominated SOFR-based loans was eliminated.~~ The ~~applicable~~total ~~margin~~interest ~~for~~rate ~~Euro-denominated~~on ~~EURIBOR-based loans was unchanged. The maturity date for~~ the ~~term~~October ~~loan was extended from February 1~~31, ~~2026~~2024 ~~to November 15, 2030. Covenants and other material provisions of the term loan agreement remain materially unchanged. Following the amendments, the principal amounts~~ outstanding ~~under the term loan agreement were $450,000 on the U.S. dollar-denominated term loan tranche and 330,000~~ Euro ~~on the Euro-denominated~~ term loan tranche. ~~Under~~balance ~~the provisions~~ of ~~the amended term loan~~$331,003 ~~both~~was ~~the U~~5.S896%. ~~and~~The ~~Euro~~Senior ~~tranches~~Unsecured ~~require~~Notes ~~annual~~were ~~principal~~issued ~~payments~~on ofOctober ~~1.0% of the new term loan balance~~14, ~~payable~~2021 ~~quarterly~~ in ~~0.25%~~an ~~installments~~aggregate ~~starting on May 1, 2024. As of April 30, 2024, the Company had made sufficient payments on the U.S term loan tranche to satisfy all future annual~~ principal ~~payment~~amount ~~requirements on the U.S. term loan over the term~~ of ~~the loan. Pursuant to the ABL amendment, the maturity date for loans under the ABL agreement was extended from September 1, 2026 to November 15, 2028. Maximum availability under the ABL remains at~~ $1500,000~~,000~~ and ~~there~~bear ~~were~~fixed nointerest ~~borrowings~~at ~~outstanding~~a asrate of ~~the November 15, 2023 amendment date~~4. ~~The applicable margin, covenants and other material provisions of the ABL remain materially unchanged~~000%.

15As of October 31, 2024 and July 31, 2024, there were no outstanding ABL borrowings. Availability under the ABL agreement is subject to a borrowing base based on a percentage of applicable eligible receivables and eligible inventory, and based on October 31, 2024 eligible receivables and eligible inventory balances and net of amounts drawn, if any, totaled approximately $865,000.

~~The~~For ~~November 15, 2023 debt amendments noted above were evaluated on a creditor-by-creditor basis pursuant to~~ the ~~requirements in ASC 470~~three-50month ~~related~~periods toended ~~syndicated~~October ~~loan~~31, ~~arrangements.~~2024 ~~Extinguishment accounting was applied to the creditors that were deemed to have a substantial difference in terms based on an analysis of the present values of cash flows before~~ and ~~after~~October ~~the~~31, ~~amendments. As a result of this analysis~~2023, ~~the~~interest ~~Company recorded~~ expense ofon ~~$14,741~~total inlong-term ~~the~~debt ~~second~~was ~~quarter of fiscal 2024.~~ $717,~~566~~585 ofand ~~this~~ $1423,~~741~~199, ~~expense~~respectively. isThese ~~classified as~~ interest expense inamounts include the ~~Company’s~~amortization ~~Condensed Consolidated Statements~~ of ~~Income~~capitalized ~~and~~debt ~~Comprehensive~~issuance ~~Income~~costs ~~and~~of ~~primarily represents extinguishment charges~~$2,166 ~~while~~and ~~the remaining~~ $72,~~175~~872, isfor ~~classified~~the ~~as administrative expense and primarily represents third~~three-~~party~~month ~~costs~~periods ~~attributed~~ended toOctober ~~the modified loans. In addition~~31, ~~during the second quarter of fiscal~~ 2024 ~~the~~and ~~Company~~October ~~capitalized qualifying financing-related costs of $10~~31,~~480~~ ~~related~~2023 ~~to these amendments which will be amortized over the remaining term of the amended agreements subject to acceleration for early term loan principal payments~~respectively.

AsThe offair ~~April~~value ~~30,~~of ~~2024,~~ the ~~outstanding~~Company’s ~~U.S.~~ term loan ~~tranche~~debt ~~balance~~at ofOctober ~~$350~~31,~~000~~ ~~was~~2024 ~~subject~~and toJuly a31, ~~SOFR-based~~2024 ~~rate~~was ~~totaling~~$537,028 8and $597,334, respectively.~~069%.~~ AsThe fair value of ~~July~~the ~~31,~~Company’s ~~2023,~~Senior ~~the~~Unsecured ~~outstanding~~Notes ~~U.S.~~at ~~term~~October ~~loan~~31, ~~tranche~~2024 ~~balance~~and ofJuly ~~$271~~31,~~900~~ 2024 was ~~subject~~$454,300 toand a$450,450, ~~SOFR-based~~respectively. ~~rate~~The ~~totaling~~fair ~~8.433%.~~value ~~The~~of ~~interest~~all ~~rate~~other ondebt ~~the~~held ~~April~~by ~~30,~~the ~~2024~~Company ~~outstanding~~approximates ~~Euro~~carrying ~~term~~value. ~~loan~~The ~~tranche~~fair ~~balance~~values of ~~$353,694~~the ~~was~~Company’s ~~6.855%,~~long-term ~~and~~debt ~~the~~are ~~interest~~primarily ~~rate~~estimated onusing ~~the~~Level ~~July~~2 31inputs as defined by ASC 820, ~~2023~~based ~~outstanding~~on ~~Euro~~quoted ~~term~~prices ~~loan~~in ~~tranche~~markets ofthat ~~$486,194~~are ~~was~~not 6active.~~625%.~~

As of April 30, 2024 and July 31, 2023, there were no outstanding ABL borrowings. The Company may, generally at its option, pay any borrowings under the ABL, in whole or in part, at any time and from time to time, without penalty or premium.

Availability under the ABL agreement is subject to a borrowing base based on a percentage of applicable eligible receivables and eligible inventory. The unused availability under the ABL is generally available to the Company for general operating purposes and, based on April 30, 2024 eligible receivables and inventory balances, net of amounts drawn, totaled approximately $998,000.

As discussed in Note 13 to the Company’s Consolidated Financial Statements included in the Fiscal 2023 Form 10-K, on October 14, 2021, the Company issued an aggregate principal amount of $500,000 of 4.000% Senior Unsecured Notes (“Senior Unsecured Notes”) that will mature on October 15, 2029 unless redeemed or repurchased earlier. Interest on the Senior Unsecured Notes is payable in semi-annual installments on April 15 and October 15 of each year.

The unsecured notes of 25,000 Euro ($26,795) relate to long-term debt of our European segment. There are two series, 20,000 Euro ($21,436) with an interest rate of 1.945% maturing in March 2025, and 5,000 Euro ($5,359) with an interest rate of 2.534% maturing in March 2028. Other debt relates primarily to real estate loans with varying maturity dates through September 2032 and interest rates ranging from 2.38% to 2.87%.

Total contractual gross debt maturities are as follows:

For the remainder of the fiscal year ending July 31, 2024	$	4,605
For the fiscal year ending July 31, 2025	35,730
For the fiscal year ending July 31, 2026	6,628
For the fiscal year ending July 31, 2027	6,163
For the fiscal year ending July 31, 2028	11,586
For the fiscal year ending July 31, 2029 and thereafter	1,199,083
	$	1,263,795

For the three and nine months ended April 30, 2024, interest expense on total long-term debt was $24,366 and $78,113, respectively, which includes amortization of capitalized debt issuance costs in both periods, and the debt extinguishment charges noted above in the nine months ended April 30, 2024, totaling $3,036 and $14,900, respectively. For the three and nine months ended April 30, 2023, interest expense on total long-term debt was $24,994 and $69,237, respectively, which includes amortization of debt issuance costs of $2,872 and $8,569, respectively.

The fair value of the Company’s Senior Unsecured Notes at April 30, 2024 and July 31, 2023 was $433,600 and $430,650, respectively. The fair value of all other debt held by the Company approximates carrying value. The fair values of the Company’s long-term debt are primarily estimated using Level 2 inputs as defined by ASC 820, based on quoted prices in markets that are not active.

Subsequent to April 30, 2024, the Company made a payment of $27,110 against the principal balance of its Euro term loan. This payment was sufficient to satisfy all future annual principal payment requirements on the Euro term loan.

13. Provision for Income Taxes

The overall effective income tax rate for the three months ended ~~April~~October 3031, 2024 was 2024.25%,. This rate was favorably impacted by certain foreign tax rate differences which include certain interest income not subject to corporate income tax. The favorable foreign rate differential was partially offset by additional tax expense related to the jurisdictional mix of earnings between foreign and domestic operations during the three months ended October 31, 2024. The overall effective income tax rate for the ~~nine~~three months ended ~~April~~October 3031, ~~2024~~2023 was 2124.62%., ~~These~~which ~~rates~~was ~~were both~~ favorably impacted by ~~the~~certain ~~terms~~foreign oftax ~~the~~rate ~~resolution~~differences, ofwhich include certain ~~matters~~interest ~~discussed~~income innot ~~Note~~subject 14 to ~~the~~corporate ~~Condensed~~income ~~Consolidated~~tax. ~~Financial~~The ~~Statements,~~favorable asforeign ~~the~~rate ~~Company~~differential ~~expects~~was ~~certain~~partially ~~payments~~offset ~~made~~by ~~related~~tax toexpense ~~these~~from ~~matters~~the tovesting beof ~~deductible~~share-based ~~for~~compensation ~~tax~~awards ~~purposes~~during the three months ended October 31, 2023.

~~The~~Within ~~overall effective income tax rate for~~ the ~~three~~next ~~months~~12 ~~ended April 30~~months, ~~2023 was 23.0%, and~~ the ~~effective~~Company ~~income~~does ~~tax~~not ~~rate~~anticipate ~~for~~any ~~the~~material ~~nine~~changes ~~months~~in ~~ended~~its ~~April~~unrecognized ~~30,~~tax ~~2023~~benefits ~~was~~as ~~23.0%. These rates were both favorably impacted by certain foreign rate differences and mix~~ of ~~earnings~~October ~~between~~31, ~~foreign and domestic operations which include certain interest income not subject to corporate income tax~~2024.

~~Within the next 12 months, the Company does not anticipate any material changes in its unrecognized tax benefits recorded as of April 30, 2024.~~13

The Company files income tax returns in the U.S. federal jurisdiction and in many U.S. state and foreign jurisdictions. The Company is currently under exam by certain foreign jurisdictions for fiscal years ended 2016 through 2021. The Company believes it has adequately reserved for its exposure to additional payments for uncertain tax positions in its liability for unrecognized tax benefits.

14. Contingent Liabilities, Commitments and Legal Matters

The Company’s total commercial commitments under standby repurchase obligations on ~~global~~ dealer inventory financing were $3,~~904~~422,~~068~~718 and $3,~~893~~642,~~048~~137 as of ~~April~~October 3031, 2024 and July 31, ~~2023~~2024, respectively. The commitment term is generally up to 18eighteen months.

The Company accounts for the guarantee under repurchase agreements of independent dealers’ financing by deferring a portion of the related product sale that represents the estimated fair value of the guarantee at inception. This estimate is based on recent historical experience supplemented by the Company’s assessment of current economic and other conditions affecting its independent dealers. This deferred amount is included in the repurchase and guarantee reserve balances of $1412,~~865~~870 and $1214,~~114~~356 as of ~~April~~October 3031, 2024 and July 31, ~~2023~~2024, respectively, which isare included in Other current liabilities in the Condensed Consolidated Balance Sheets.

Losses incurred related to repurchase agreements that were settled during the three months ended ~~April~~October 3031, 2024 ~~were not material~~ and ~~totaled~~October $631,~~487~~ ~~for the nine months ended April 30, 2024, and losses during the three and nine months ended April 30,~~ 2023 were not material. ~~Estimating~~Based ~~the~~on ~~timing~~current ~~and~~market ~~volume~~conditions ~~of any potential future repurchase demands,~~ and ~~the~~other ~~related~~conditions ~~losses~~affecting toits ~~the~~independent ~~Company~~dealers, ~~is difficult and subject to uncertainty. As of April 30, 2024,~~ the Company isbelieves ~~not~~that ~~aware of~~ any ~~specific information that would indicate~~ future losses under these agreements ~~would~~will not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

The Company is also involved in certain litigation arising out of its operations in the normal course of its business, most of which is based upon state “lemon laws,” warranty claims and vehicle accidents (for which the Company carries insurance above a specified self-insured retention or deductible amount). The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated. Based on current conditions, ~~management~~and ~~does~~in ~~not~~management’s ~~believe~~opinion, the ultimate disposition of any current legal proceedings or claims against the Company will not have a material effect on the Company’s financial condition, operating results or cash flows. Litigation is, however, inherently uncertain and an adverse outcome from such litigation could have a material effect on the operating results of a particular reporting period.

17As discussed in Note 15 to the Company’s Consolidated Financial Statements included in the Fiscal 2024 Form 10-K, the Company is involved in a product recall and was part of an advertising-related investigation by certain German-based authorities that has been fully resolved. There were no significant developments related to these matters during the first quarter of fiscal 2025. There was no impact on the condensed consolidated financial statements for the first quarter of fiscal 2025 related to these matters, and in the first quarter of fiscal 2024, the Company recognized $10,000 of income within selling, general and administrative expenses due to reducing previously recorded reserves related to these matters.

A product recall was issued in late fiscal 2021 related to certain purchased parts utilized in certain of our products, and a reserve to cover anticipated costs was established at that time. Starting in fiscal 2022, the reserve has been adjusted quarterly based on developments involving the recall, including our expectations regarding the extent of vendor reimbursements and the estimated total cost of the recall. The Company has been, and will continue to be, reimbursed for a portion of the costs it will incur related to this recall. In addition, the Company accrued expenses during fiscal 2022 based on developments related to an investigation by certain German-based authorities regarding the adequacy of historical disclosures of vehicle weight in advertisements and other Company-provided literature in Germany. The Company has fully cooperated with the investigation. For the three months ended April 30, 2024, the Company’s adjustments related to these two matters were not material, and for the nine months ended April 30, 2024 the Company recognized income of $16,900 as a component of selling, general and administrative expense from adjustments related to these two matters. The German weight disclosure investigation was substantially resolved and paid in the third quarter of fiscal 2024 in an amount not materially different from the amount previously accrued. For the three and nine months ended April 30, 2023, the Company’s adjustments related to these two matters were not material. Based on current available information, the Company does not believe there will be a material adverse impact to our future results of operations and cash flows due to these matters.14

15. Leases

The ~~Company~~components ~~has~~of ~~operating~~lease ~~leases~~costs ~~principally~~ for ~~land,~~the ~~buildings~~three-month ~~and~~periods ~~equipment,~~ended ~~and~~October ~~has~~31, ~~various~~2024 ~~finance~~and ~~leases~~October ~~for~~31, ~~certain~~2023 ~~land~~were ~~and~~as ~~buildings expiring through 2035.~~follows:

Certain of the Company’s leases include options to extend or terminate the leases, and these options have been included in the relevant lease term to the extent that they are reasonably certain to be exercised.


	Three Months Ended October 31,
		2024		2023
Operating lease cost		$	8,842	$	8,011
Finance lease cost:
Amortization of right-of-use assets		186		186
Interest on lease liabilities		64		83
Total lease cost		$	9,092	$	8,280

The Company does not include significant restrictions or covenants in our lease agreements, and residual value guarantees are not generally included within our operating leases.

The components of lease costs for the three and nine-month periods ended April 30, 2024 and April 30, 2023 were as follows:

	Three Months Ended April 30,				Nine Months Ended April 30,
	2024		2023		2024		2023
Operating lease cost	$	7,980	$	7,709	$	23,619	$	22,172
Finance lease cost
Amortization of right-of-use assets	186		186		559		559
Interest on lease liabilities	74		94		235		299
Total lease cost	$	8,240	$	7,989	$	24,413	$	23,030

Other information related to leases was as follows:

	Nine Months Ended April 30,
	Three Months Ended October 31,
Supplemental Cash Flows Information	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	238,~~555~~829	$	227,~~092~~987
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	51,~~591~~636	$	~~13,388~~914


Supplemental Balance Sheet Information	October 31, 2024		July 31, 2024
Operating leases:


Operating lease liabilities
Other current liabilities	$	11,414	$	11,405
Other long-term liabilities	30,585		32,007
Total operating lease liabilities	$	41,999	$	43,412

Finance leases:


Finance lease liabilities
Other current liabilities	$	883	$	855
Other long-term liabilities	1,635		1,866
Total finance lease liabilities	$	2,518	$	2,721

Supplemental Balance Sheet Information	April 30, 2024		July 31, 2023
Operating leases:
Operating lease right-of-use assets	$	43,780	$	47,969
Operating lease liabilities:
Other current liabilities	$	11,215	$	11,238
Other long-term liabilities	32,791		36,775
Total operating lease liabilities	$	44,006	$	48,013
Finance leases:
Finance lease right-of-use assets	$	4,959	$	5,518
Finance lease liabilities:
Other current liabilities	$	829	$	754
Other long-term liabilities	2,090		2,722
Total finance lease liabilities	$	2,919	$	3,476

	April 30, 2024		July 31, 2023
Weighted-average remaining lease term:
Operating leases	9.1 years		9.3 years
Finance leases	3.1 years		3.8 years
Weighted-average discount rate:
Operating leases	4.9	%	4.7	%
Finance leases	9.7	%	9.7	%

Future minimum payments required under operating and finance leases as of April 30, 2024 were as follows:

	Operating Leases		Finance Leases
For the remainder of the fiscal year ending July 31, 2024	$	4,744	$	269
For the fiscal year ending July 31, 2025	15,691		1,083
For the fiscal year ending July 31, 2026	11,264		1,107
For the fiscal year ending July 31, 2027	7,442		896
For the fiscal year ending July 31, 2028	4,746		58
For the fiscal year ending July 31, 2029 and thereafter	16,455		—
Total future lease payments	60,342		3,413
Less: Amount representing interest	(16,336)		(494)
Total reported lease liability	$	44,006	$	2,919

16. Stockholders’ Equity

~~Stock~~Total stock-based ~~Compensation~~compensation expense recognized in the three-month periods ended October 31, 2024 and October 31, 2023 for stock-based awards totaled $10,537 and $10,452, respectively.

Total stock-based compensation expense recognized in the three-month periods ended April 30, 2024 and April 30, 2023 for stock-based awards totaled $9,351 and $9,672, respectively. Total stock-based compensation expense recognized in the nine-month periods ended April 30, 2024 and April 30, 2023 for stock-based awards totaled $29,049 and $26,607, respectively.

Share Repurchase Program

As discussed in Note 17 to the Company’s Consolidated Financial Statements included in the Fiscal ~~2023~~2024 Form 10-K, on December 21, 2021, the Company’s Board of Directors authorized Company management to utilize up to $250,000 to ~~purchase~~repurchase shares of the Company’s common stock through December 21, 2024. On June 24, 2022, the Board authorized Company management to utilize up to an additional $448,321 to repurchase shares of the Company’s common stock through July 31, 2025.

During the three-month ~~months~~period ended ~~April~~October 3031, 2024, the Company did not purchase any shares of its common stock. During the three-month period ended October 31, 2023, the Company purchased ~~126~~327,~~754~~876 shares of its common stock, at various times in the open market, at a weighted-average price of $~~102~~91.5461 and held them as treasury shares at an aggregate purchase price of $1230,~~997~~037, ~~with~~all ~~125,318 shares, or $12,849, coming~~ from the December 21, 2021 authorization ~~and 1,436 shares, or $148, coming from the June 24, 2022 authorization~~.

During the nine months ended April 30, 2024, the Company purchased 454,630 shares of its common stock, at various times in the open market, at a weighted-average price of $94.66 and held them as treasury shares at an aggregate purchase price of $43,034, with 453,194 shares, or $42,886, coming from the December 21, 2021 authorization and 1,436 shares, or $148, coming from the June 24, 2022 authorization. Since the inception of the initial December 21, 2021 authorization, the Company has ~~purchased~~repurchased 23,~~948~~214,~~405~~772 shares of its common stock, at various times in the open market, at a weighted-average price of $8485.8470 and held them as treasury shares at an aggregate purchase price of $~~250~~275,~~148~~501.

As of ~~April~~October 3031, 2024, there ~~are~~is no remaining ~~shares~~amount of the Company's common stock that may be repurchased under the December 21, 2021 $250,000 authorization. As of ~~April~~October 3031, 2024, the remaining amount of the Company’s common stock that may be repurchased under the June 24, 2022 authorization expiring on July 31, 2025 is $~~448~~422,~~173~~820.

2016

17. Revenue Recognition

The table below disaggregates revenue to the level that the Company believes best depicts how the nature, amount, timing and uncertainty of the Company’s revenue and cash flows are affected by economic factors. Other RV-related revenues shown below in the European ~~Recreational Vehicle~~ segment include sales related to accessories and services, new and used vehicle sales at owned dealerships and RV rentals. Performance obligations for all material revenue streams are recognized at a point-in-time. Other sales relate primarily to component part sales to RV original equipment manufacturers and aftermarket sales through dealers and retailers, as well as aluminum extruded components.

Three Months Ended April 30,

Nine Months Ended April 30,

Three Months Ended October 31,

NET SALES:

~~2024~~

2024

~~2023~~

2023

~~2024~~

~~2023~~

Recreational vehicles

North American Towable

Travel Trailers

~~720,194~~

602,695

~~679,753~~

619,538

~~1,811,215~~

~~2,030,451~~

Fifth Wheels

~~351,199~~

296,083

~~444,657~~

325,916

~~936,600~~

~~1,241,516~~

Total North American Towable

~~1,071,393~~

898,778

~~1,124,410~~

945,454

~~2,747,815~~

~~3,271,967~~

North American Motorized

Class A

~~211,340~~

156,576

~~238,972~~

207,911

~~597,559~~

~~887,678~~

Class C

~~312,980~~

234,227

~~390,839~~

333,776

~~922,388~~

~~1,216,537~~

Class B

~~122,628~~

114,405

~~166,129~~

169,472

~~408,584~~

~~553,827~~

Total North American Motorized

~~646,948~~

505,208

~~795,940~~

711,159

~~1,928,531~~

~~2,658,042~~

Total North America

~~1,718,341~~

1,403,986

~~1,920,350~~

1,656,613

~~4,676,346~~

~~5,930,009~~

European

Motorcaravan

~~492,490~~

318,216

~~394,359~~

346,511

~~1,263,814~~

~~901,926~~

Campervan

~~289,450~~

173,216

~~282,415~~

221,609

~~755,783~~

~~648,717~~

Caravan

~~64,379~~

33,071

~~116,412~~

64,627

~~180,093~~

~~272,521~~

Other RV-related

~~84,742~~

80,400

~~73,565~~

75,454

~~221,866~~

~~194,827~~

Total European

~~931,061~~

604,903

~~866,751~~

708,201

~~2,421,556~~

~~2,017,991~~

Total recreational vehicles

~~2,649,402~~

2,008,889

~~2,787,101~~

2,364,814

~~7,097,902~~

~~7,948,000~~

Other

~~216,227~~

193,511

~~201,164~~

198,921

~~581,682~~

~~598,671~~

Intercompany eliminations

~~(64,516)~~

(59,616)

~~(59,445)~~

(62,976)

~~(170,343)~~

~~(163,132)~~

Total

~~2,801,113~~

2,142,784

~~2,928,820~~

2,500,759

~~7,509,241~~

~~8,383,539~~

2117

18. Accumulated Other Comprehensive Income (Loss)

The components of other comprehensive income (loss) (“OCI”) and the changes in the Company’'s accumulated other comprehensive income (loss) (“AOCI”) by component were as follows:

	Three Months Ended April 30, 2024
	Three Months Ended October 31, 2024
	Foreign CurrencyTranslationAdjustment		UnrealizedGain (Loss) onDerivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
	Foreign CurrencyTranslationAdjustment (1)				Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax	$	(93,~~147~~984)	$	—	$	~~253~~278	$	(9293,~~894~~706)	$	(3,~~366~~435)	$	(9697,~~260~~141)
OCI before reclassifications	~~(17~~11,~~647)~~901		—		—		~~(17~~11,~~647)~~901		~~(126)~~42		~~(17~~11,~~773)~~943
Income taxes associated with OCI before reclassifications (1)	—		—		—		—		—		—
OCI, net of tax for the fiscal year	11,901				—		11,901		42		11,943
Amounts reclassified from AOCI	—		—		—		—		—		—
AOCI, net of tax	$	(82,083)			$	278	$	(81,805)	$	(3,393)	$	(85,198)
Income taxes associated with amounts reclassified from AOCI	—		—		—		—		—		—
	Three Months Ended October 31, 2023
OCI, net of tax for the fiscal period	(17,647)		—		—		(17,647)		(126)		(17,773)
	Foreign CurrencyTranslationAdjustment (1)				Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at end of period, net of tax	$	(110,794)	$	—	$	253	$	(110,541)	$	(3,492)	$	(114,033)
Balance at beginning of period, net of tax	$	(68,911)			$	364	$	(68,547)	$	(2,583)	$	(71,130)
	Three Months Ended April 30, 2023
OCI before reclassifications	(59,924)				—		(59,924)		(722)		(60,646)
	Foreign CurrencyTranslationAdjustment		UnrealizedGain (Loss) onDerivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
OCI, net of tax for the fiscal year	(59,924)				—		(59,924)		(722)		(60,646)
Balance at beginning of period, net of tax	$	(97,996)	$	818	$	1,132	$	(96,046)	$	(2,614)	$	(98,660)
AOCI, net of tax	$	(128,835)			$	364	$	(128,471)	$	(3,305)	$	(131,776)
OCI before reclassifications	21,570		21		—		21,591		22		21,613
Income taxes associated with OCI before reclassifications (1)	—		(5)		—		(5)		—		(5)
Amounts reclassified from AOCI	—		(615)		—		(615)		—		(615)
Income taxes associated with amounts reclassified from AOCI	—		147		—		147		—		147
OCI, net of tax for the fiscal period	21,570		(452)		—		21,118		22		21,140
Balance at end of period, net of tax	$	(76,426)	$	366	$	1,132	$	(74,928)	$	(2,592)	$	(77,520)

	Nine Months Ended April 30, 2024
	Foreign CurrencyTranslationAdjustment		UnrealizedGain (Loss) onDerivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax	$	(68,911)	$	—	$	364	$	(68,547)	$	(2,583)	$	(71,130)
OCI before reclassifications	(41,883)		—		(111)		(41,994)		(909)		(42,903)
Income taxes associated with OCI before reclassifications (1)	—		—		—		—		—		—
Amounts reclassified from AOCI	—		—		—		—		—		—
Income taxes associated with amounts reclassified from AOCI	—		—		—		—		—		—
OCI, net of tax for the fiscal period	(41,883)		—		(111)		(41,994)		(909)		(42,903)
Balance at end of period, net of tax	$	(110,794)	$	—	$	253	$	(110,541)	$	(3,492)	$	(114,033)
	Nine Months Ended April 30, 2023
	Foreign CurrencyTranslationAdjustment		UnrealizedGain (Loss) onDerivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax	$	(183,453)	$	675	$	1,171	$	(181,607)	$	(2,205)	$	(183,812)
OCI before reclassifications	107,027		966		(39)		107,954		(387)		107,567
Income taxes associated with OCI before reclassifications (1)	—		(232)		—		(232)		—		(232)
Amounts reclassified from AOCI	—		(1,368)		—		(1,368)		—		(1,368)
Income taxes associated with amounts reclassified from AOCI	—		325		—		325		—		325
OCI, net of tax for the fiscal period	107,027		(309)		(39)		106,679		(387)		106,292
Balance at end of period, net of tax	$	(76,426)	$	366	$	1,132	$	(74,928)	$	(2,592)	$	(77,520)

(1)We do not recognize deferred taxes for a majority of the foreign currency translation gains and losses because we do not anticipate reversal in the foreseeable future.

2318

19. Weather Damage at Manufacturing Facilities

On March 14, 2024, a weather event that included large damaging hail occurred at and around the Company’s Jackson Center, OH facilities. The hail resulted in significant roof damage to the motorized production facility and significant damage to inventory that was stored outside, primarily motorized chassis, but also some work in process and finished goods inventory. The motorized manufacturing plant has generally been unable to produce units since the incident due to the lack of chassis, but it is expected to be back to a normal production schedule by the end of the fiscal year based on current expectations on the availability of replacement chassis.

The Company maintains insurance coverage, subject to a $1,000 self-insured retention, for the repair or replacement of covered assets that suffer loss, as well as coverage for business interruption, including lost profits. Inventory is a covered asset under the insurance policy, as is the production facility itself.

As of ~~April~~October 3031, 2024, the Company ~~recorded~~has a receivable in the amount of $7140,~~496~~270 related to estimated damages incurred for which we deem the recovery of such losses from our insurance carriers to be probable. ~~This~~Total ~~total~~estimated ~~consists~~losses ~~primarily~~are of $6564,~~900~~220 ~~for~~and ~~estimated~~are ~~losses~~primarily attributed to the write -off ~~in book value~~ of motorized chassis. The Company has received initial insurance proceeds related to this event totaling $22,950 through the fiscal quarter ended October 31, 2024. This insurance recovery receivable is included in Accounts receivable, other, net on the Condensed Consolidated Balance Sheets, as we believe recovery will be realized within one year of the balance sheet date.

Given the expectation of recovery from insurance, the impact on our consolidated income before income taxes ~~for~~during ~~the~~fiscal ~~three~~2024 ~~months~~and ~~ended~~the ~~April~~first ~~30,~~quarter ~~2024~~of fiscal 2025 related to the losses incurred on the weather damages noted above was not material. As of the date of this report, the Company is still in the process of fully assessing damages and submitting relevant insurance claim information. ~~As such, the Company did not receive any insurance proceeds relating to this event in the three months ended April 30, 2024.~~

Although our insurance covers business interruption, the Company did not recognize recovery for business interruption during the ~~three-month~~fiscal ~~period~~quarter ended ~~April~~October 3031, 2024 and will do so at the time of final settlement or when nonrefundable cash advances are made in subsequent periods.

2419

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless otherwise indicated, all U.S. Dollar and Euro amounts are presented in thousands except share and per share data.

Forward-Looking Statements

This report includes certain statements that are “forward-looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made based on management’s current expectations and beliefs regarding future and anticipated developments and their effects upon THOR, and inherently involve uncertainties and risks. These forward-looking statements are not a guarantee of future performance. We cannot assure you that actual results will not differ materially from our expectations. Factors which could cause materially different results include, among others:

•the impact of inflation on the cost of our products as well as on general consumer demand;

•the effect of raw material and commodity price fluctuations, including the impact of tariffs, and/or raw material, commodity or chassis supply constraints;

•the impact of war, military conflict, terrorism and/or cyber-attacks, including state-sponsored or ransom attacks;

•the impact of sudden or significant adverse changes in the cost and/or availability of energy or fuel, including those caused by geopolitical events, on our costs of operation, on raw material prices, on our suppliers, on our independent dealers or on retail customers;

•the dependence on a small group of suppliers for certain components used in production, including chassis;

•interest rates and interest rate fluctuations and their potential impact on the general economy and, specifically, on our independent dealers and consumers and our profitability;

•the ability to ramp production up or down quickly in response to rapid changes in demand while also managing costs and market share;

•the level and magnitude of warranty and recall claims incurred;

•the ability of our suppliers to financially support any defects in their products;

•~~legislative,~~the ~~regulatory~~financial ~~and~~health ~~tax~~of ~~law~~our ~~(including~~independent ~~recent~~dealers and ~~pending tax-law changes implementing new, widely adopted "Pillar II" tax principles) and/or policy developments including~~ their ~~potential~~ability ~~impact~~to onsuccessfully ~~our~~manage ~~independent~~through ~~dealers,~~various ~~retail~~economic ~~customers or on our suppliers~~conditions;

•legislative, regulatory and tax law and/or policy developments including their potential impact on our independent dealers, retail customers or on our suppliers;

•the costs of compliance with governmental regulation;

•the impact of an adverse outcome or conclusion related to current or future litigation or regulatory investigations;

•public perception of and the costs related to environmental, social and governance matters;

•legal and compliance issues including those that may arise in conjunction with recently completed transactions;

•lower consumer confidence and the level of discretionary consumer spending;

•the impact of exchange rate fluctuations;

•restrictive lending practices which could negatively impact our independent dealers and/or retail consumers;

•management changes;

•the success of new and existing products and services;

•the ability to maintain strong brands and develop innovative products that meet consumer demands;

•the ability to efficiently utilize existing production facilities;

•changes in consumer preferences;

•the risks associated with acquisitions, including: the pace and successful closing of an acquisition, the integration and financial impact thereof, the level of achievement of anticipated operating synergies from acquisitions, the potential for unknown or understated liabilities related to acquisitions, the potential loss of existing customers of acquisitions and our ability to retain key management personnel of acquired companies;

•a shortage of necessary personnel for production and increasing labor costs and related employee benefits to attract and retain production personnel in times of high demand;

•the loss or reduction of sales to key independent dealers, and stocking level decisions of our independent dealers;

•disruption of the delivery of units to independent dealers or the disruption of delivery of raw materials, including chassis, to our facilities;

•increasing costs for freight and transportation;

•the ability to protect our information technology systems from data breaches, cyber-attacks and/or network disruptions;

•asset impairment charges;

•competition;

•the impact of losses under repurchase agreements;

•the impact of the strength of the U.S. dollar on international demand for products priced in U.S. dollars;

•general economic, market, public health and political conditions in the various countries in which our products are produced and/or sold;

•the impact of changing emissions and other related climate change regulations ~~(including the Securities and Exchange Commission's ("SEC") final climate rules and litigation regarding its enforceabilty)~~ in the various jurisdictions in which our products are produced, used and/or sold;

•changes to our investment and capital allocation strategies or other facets of our strategic plan; and

•changes in market liquidity conditions, credit ratings and other factors that may impact our access to future funding and the cost of debt.

These and other risks and uncertainties are discussed more fully in Item 1A of our Annual Report on Form 10-K for the year ended July 31, ~~2023~~2024.

We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this report or to reflect any change in our expectations after the date hereof or any change in events, conditions or circumstances on which any statement is based, except as required by law.

Executive Overview

We were founded in 1980 and have grown to become the largest manufacturer of recreational vehicles (“RVs”) in the world based on units sold and revenue. We are also the largest manufacturer of RVs in North America, and one of the largest manufacturers of RVs in Europe. In North America, according to Statistical Surveys, Inc. (“Stat Surveys”), for the ~~three~~nine months ended ~~March~~September 3130, 2024, THOR’s current combined U.S. and Canadian market share based on units sold was approximately 4039.26% for travel trailers and fifth wheels combined and approximately 47.95% for motorhomes. In Europe, according to the European Caravan Federation (“ECF”) ~~and based on unit registrations for Europe's original equipment manufacturer (“OEM”) reporting countries~~, our European market share for the ~~three~~nine months ended ~~March~~September 3130, 2024 based on units sold was approximately 25.61% for motorcaravans and campervans combined and approximately 1718.53% for caravans.

Our business model includes decentralized operating units, and our RV products are primarily sold to independent, non-franchise dealers who, in turn, retail those products. The Company also sells component parts to both RV and other original equipment manufacturers, including aluminum extruded components, and sells aftermarket component parts through dealers and retailers. Our growth has been achieved both organically and through acquisition, and our strategy is designed to increase our profitability by driving innovation, servicing our customers, manufacturing quality products, improving the efficiencies of our facilities and making strategic acquisitions.

We generally do not finance independent dealers directly, but we do provide repurchase agreements to the independent dealers’ floor plan lenders.

We generally have financed our growth through a combination of internally generated cash flows from operations and, when needed, outside credit facilities. Ongoing supply chain challenges, particularly chassis sequence issues within our European operations, have and could continue to impact our business and our consolidated financial results and financial position. In addition, the impact of ongoing inflation on consumer confidence, which historically has been highly correlated with RV retail sales, and the impact of inflation on the availability of discretionary funds of our end consumers, combined with significantly higher interest rates compared to recent years impacting both our independent dealers and the end consumer, had a negative impact on demand for our products at both the wholesale and retail levels during the first three quarters of fiscal 2024 and are expected to continue to impact the remainder of calendar year 2024. These risks to our business are more fully described in Part 1, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2023.

Recent Events

Refinancing of Credit Agreements

On November 15, 2023, the Company entered into amendments to both its term loan and ABL agreements to extend maturities and lower the applicable margins used to determine the interest rate on the U.S. dollar-denominated loan tranche. The maturity date for the term loan was extended from February 1, 2026 to November 15, 2030. Covenants and other material provisions of the term loan agreement remain materially unchanged. Following the amendments, the principal amounts outstanding under the term loan agreement were $450,000 on the U.S. dollar-denominated term loan tranche and 330,000 Euro on the Euro-denominated term loan tranche. Under the provisions of the amended term loan, both the U.S. and Euro tranches require annual principal payments of 1.0% of the new term loan balance, payable quarterly in 0.25% installments starting on May 1, 2024. As of April 30, 2024, the Company had made sufficient payments on the U.S term loan tranche to satisfy all annual principal payment requirements on the U.S. term loan over the term of the loan. Pursuant to the ABL amendment, the maturity date for loans under the ABL agreement was extended from September 1, 2026 to November 15, 2028. Maximum availability under the ABL remains at $1,000,000 and the applicable margin, covenants and other material provisions of the ABL remain materially unchanged. As a result of these amendments and associated maturity date extensions, the Company recognized total expense of $14,741 in the second quarter of fiscal 2024.

Industry Outlook — North America

The Company monitors industry conditions in the North American RV market using a number of resources including its own performance tracking and modeling. The Company also considers monthly wholesale shipment data as reported by the RV Industry Association (“RVIA”), which is typically issued on a one-month lag and represents manufacturers’ North American RV production and delivery to dealers. In addition, we monitor monthly North American retail sales trends as reported by Stat Surveys, whose data is typically issued on a month-and-a-half lag. The Company believes that monthly RV retail sales data is important as consumer purchases impact future dealer orders and ultimately our production and net sales.

North American RV independent dealer inventory of our North American RV products as of ~~April~~October 3031, 2024 decreased 2210.25% to approximately 8775,~~900~~000 units, compared to approximately ~~113~~83,~~000~~800 units as of ~~April~~October 3031, 2023. As of ~~April~~October 3031, 2024, we believe North American dealer inventory levels for most products are generally at, or slightly higher than, the levels that dealers are comfortable stocking heading into the winter months given the current retail sales levels and associated carrying costs. We believe dealers will continue to closely evaluate the unit stocking levels that they will elect to carry in future periods, which may be less than historical unit stocking levels, due to a combination of factors such as slower retail activity, higher RV wholesale ~~unit~~ prices as well as current interest rates and other carrying costs.

THOR’s North American RV backlog as of April 30, 2024 decreased $353,067, or 17.5%, to $1,667,131 compared to $2,020,198 as of April 30, 2023. The decrease in backlog is primarily a result of a reduction in orders from dealers, mainly for motorized products, which we believe is due to lower retail sales and dealer concerns over current interest costs and other carrying costs compared to the prior-year period.21

THOR’s North American RV backlog as of October 31, 2024 decreased $137,153, or 6.7%, to $1,896,192 compared to $2,033,345 as of October 31, 2023. The decrease in backlog is primarily a result of a reduction in recent orders from dealers, mainly for motorized products, which we believe is due to lower retail sales and dealer concerns over current interest costs and other carrying costs compared to the prior-year period.

North American Industry Wholesale Statistics

Key wholesale statistics for the North American RV industry, as reported by RVIA for the periods indicated, are as follows:

U.S. and Canada Wholesale Unit Shipments

Calendar Quarter Ended March 31,

Increase

Nine Months Ended September 30,

Increase

2024

2023

(Decrease)

Change

North American Towable units

75229,~~525~~491

65202,~~208~~361

1027,~~317~~130

1513.84

North American Motorized units

1026,~~416~~921

1335,~~392~~760

(28,~~976~~839)

(2224.27)

Total

85256,~~941~~412

78238,~~600~~121

718,~~341~~291

97.37

In ~~June~~September 2024, RVIA issued a revised forecast for calendar year 2024 North American wholesale unit shipments. Under ~~the~~a ~~RVIA’s~~ most likely scenario, towable and motorized unit shipments are projected to beincrease to approximately ~~301~~289,~~500~~800 units and 4234,~~500~~300 units, respectively, for an annual total of approximately ~~344~~324,~~000~~100 units, up 93.85% from the 2023 calendar year wholesale shipments. ~~The~~According to RVIA’s, the most likely forecast for calendar year 2024 ~~of 344,000 total units~~ could range from a lower estimate of approximately ~~328~~311,~~900~~600 total units to an upper estimate of approximately ~~359~~336,~~100~~600 total units.

As part of their ~~June~~September 2024 forecast, RVIA also ~~released~~issued a downward revision of their initial June 2024 estimates for calendar year 2025 wholesale unit shipments. In the most likely scenario, towable and motorized unit shipments are projected to increase to an approximated annual total of ~~391~~346,~~400~~100 units, or 136.8% higher than the most likely scenario for calendar year 2024 wholesale shipments. This calendar year 2025 most likely forecast could range from a lower estimate of approximately ~~374~~329,~~200~~900 total units to an upper estimate of approximately ~~408~~362,~~600~~300 total units. RVIA stated the primary reason for the downward revision of their calendar year 2025 wholesale unit shipments is the unfavorable impact of persistently elevated interest rates on retail sales causing a delay in the anticipated recovery of wholesale unit shipments. The RVIA is expected to release further revisions to their forecasts for calendar years 2024 and 2025 in early December 2024, which will take into consideration current economic conditions and recent wholesale shipment and retail registration data.

North American Industry Retail Statistics

Key retail statistics for the North American RV industry, as reported by Stat Surveys for the periods indicated, are as follows:

U.S. and Canada Retail Unit Registrations

Calendar Quarter Ended March 31,

Increase

Nine Months Ended September 30,

Increase

2024

2023

(Decrease)

Change

North American Towable units

64256,~~471~~906

73281,~~734~~045

(924,~~263~~139)

(128.6)

North American Motorized units

931,~~417~~771

1037,~~985~~318

(15,~~568~~547)

(14.39)

Total

73288,~~888~~677

84318,~~719~~363

(1029,~~831~~686)

(129.83)

Note: Data reported by Stat Surveys is based on official state and provincial records. This information is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various states or provinces.

While we anticipate that near-term demand will be influenced by many factors, including consumer confidence and the level of consumer spending on discretionary products, we believe future retail demand over the longer term will exceed historical, pre-pandemic levels. We believe interest ~~remains high due to an ongoing interest~~ in the RV lifestyle remains high as consumers continue to value the perceived benefits offered by the RV lifestyle, which provides people with the ability to connect with loved ones and nature as well as the potential to get away for short, frequent breaks or longer adventures.

Company North American Wholesale Statistics

The Company’'s North American wholesale RV shipments, for the ~~calendar~~nine-month ~~quarters~~periods ended ~~March~~September 3130, 2024 and 2023 to correspond to the North American industry wholesale periods noted above, were as follows:

U.S. and Canada Wholesale Unit Shipments

Calendar Quarter Ended March 31,

Increase

Nine Months Ended September 30,

Increase

2024

2023

(Decrease)

Change

North American Towable units

2988,~~693~~564

2477,~~707~~828

410,~~986~~736

2013.28

North American Motorized units

412,~~831~~621

516,~~855~~775

(14,~~024~~154)

(1724.58)

Total

34101,~~524~~185

3094,~~562~~603

36,~~962~~582

137.0

Company North American Retail Statistics

Retail statistics of the Company’s North American RV products, as reported by Stat Surveys, for the ~~calendar~~nine-month ~~quarters~~periods ended ~~March~~September 3130, 2024 and 2023 to correspond to the North American industry retail periods noted above, were as follows:

U.S. and Canada Retail Unit Registrations

Calendar Quarter Ended March 31,

Increase

Nine Months Ended September 30,

Increase

2024

2023

(Decrease)

Change

North American Towable units

2599,~~337~~033

30115,~~266~~066

(416,~~929~~033)

(1613.39)

North American Motorized units

415,~~515~~080

518,~~267~~296

(~~752~~3,216)

(1417.36)

Total

29114,~~852~~113

35133,~~533~~362

(519,~~681~~249)

(1614.04)

North American Outlook

Historically, RV industry sales have been impacted by a number of economic conditions faced by RV dealers, and ultimately retail consumers, such as the rate of unemployment, the rate of inflation, the level of consumer confidence, the disposable income of consumers, interest rates, credit availability, the health of the housing market, tax rates and fuel availability and prices. We believe these factors will continue to affect retail sales in ~~calendar~~fiscal ~~year 2024~~2025. In addition, due to inflationary pressures, higher interest rates and other factors, we believe that RV dealers will be continuously reevaluating their desired stocking levels, which may result in lower than historical dealer inventory stocking levels on a unit basis. It is difficult to predict the extent to which any or all of these factors will impact the RV industry or our business in a particular future period, however, we currently believe the remainder of calendar year 2024 will continue to be negatively impacted by these factors.

Despite the near-term challenges, we remain optimistic about future growth in North American retail sales in the long term, as there are many factors driving product interest. Surveys conducted by THOR, RVIA and others show that Americans of all generations love the freedom of the outdoors and the enrichment that comes with living an active lifestyle. RVs allow people to be in control of their travel experiences, going where they want, when they want and with the people they want. The RV units we design, produce and sell allow people to spend time outdoors pursuing their favorite activities, creating cherished moments and deeply connecting with family and friends. Based on the ongoing value consumers place on these factors, we expect to see long-term growth in the North American RV industry. The growth in industry-wide RV sales during late 2020 through early 2023 resulted in exposing a wider range of consumers to the RV lifestyle. As a result, we believe many of those who have been recently exposed to the industry for the first time will become future owners, and that those who became first-time owners since the onset of the pandemic will become long-term RVers, resulting in future repeat and upgrade sales opportunities. We also believe many consumers are likely to continue opting for fewer vacations via air travel, cruise ships and hotels, while preferring vacations that RVs are uniquely positioned to provide, allowing consumers the ability to explore or unwind, often close to home. In addition, we believe that the availability of camping and RV parking facilities will be an important factor in the future growth of the industry and view both the significant recent investments and the future committed investments by campground owners, states and the federal government in camping facilities and accessibility to state and federal parks and forests to be positive long-term factors.23

Despite the near-term challenges, we remain optimistic about future growth in North American retail sales in the long term, as there are many factors driving product interest. Surveys conducted by THOR, RVIA and others show that Americans of all generations love the freedom of the outdoors and the enrichment that comes with living an active lifestyle. RVs allow people to be in control of their travel experiences, going where they want, when they want and with the people they want. The RV units we design, produce and sell allow people to spend time outdoors pursuing their favorite activities, creating cherished moments and deeply connecting with family and friends. Based on the ongoing value consumers place on these factors, we expect to see long-term growth in the North American RV industry. The growth in industry-wide RV sales during late calendar year 2020 through early calendar year 2023 resulted in exposing a wider range of consumers to the RV lifestyle. As a result, we believe many of those who have been recently exposed to the industry for the first time will become future owners, and that those who became first-time owners since the onset of the pandemic will become long-term RVers, resulting in future repeat and upgrade sales opportunities. We also believe many consumers are likely to continue opting for fewer vacations via air travel, cruise ships and hotels, while preferring vacations that RVs are uniquely positioned to provide, allowing consumers the ability to explore or unwind, often close to home. In addition, we believe that the availability of camping and RV parking facilities will be an important factor in the future growth of the industry and view both the significant recent investments and the future committed investments by campground owners, states and the federal government in camping facilities and accessibility to state and federal parks and forests to be positive long-term factors.

Economic and industry-wide factors that have historically affected, and which we believe will continue to affect, our operating results include the costs of commodities, the availability of critical supply components and labor costs incurred in the production of our products. Material and labor costs are the primary factors determining our cost of products sold, and any future increases in raw material or labor costs will impact our profit margins negatively if we are unable to offset those cost increases through a combination of product recontenting, material sourcing strategies, efficiency improvements or raising the selling prices for our products by corresponding amounts. Historically, we have generally been able to offset net cost increases over time through these measures.

It is extremely difficult to predict when or whether future supply chain issues related to chassis or other components used in the production of RVs will arise. Modifying available chassis for certain motorized products to use for other products is not a viable alternative, particularly in the short term, due to engineering requirements. Uncertainties related to changing state and federal emission standards may also negatively impact the availability of chassis used in our production of certain North American motorized RVs and could also impact consumer buying patterns. The North American recreational vehicle industry has, from time to time in the past, experienced shortages of chassis for various reasons, including component shortages, production delays or other production issues and work stoppages at the chassis manufacturers.

While the North American RV industry has at times faced supply shortages or delivery delays of other, non-chassis raw material components, the supply chain is currently able to support our demand. If any of these factors were to impact our suppliers'’ ability to fully supply our needs for key components, our costs of such components and our production output could be adversely affected.

Industry Outlook — Europe

The Company monitors industry conditions in the European RV market using a number of resources including its own performance tracking and modeling. The Company also considers retail trends in the European RV market as reported by the European Caravan Federation (“ECF”) and its members. On a monthly basis, the Company receives ~~original equipment manufacturer ("~~OEM")-specific reports for most of the individual member countries that make up the ECF through the Caravaning Industrie Verband e.V. (“CIVD”). The timing of these reports may vary, but typically they are issued on a one-to-two-month lag. While most countries provide OEM-specific information, the United Kingdom, which made up 2217.39% and 910.62% of the caravan and motorcaravan (including campervans) European market for the ~~three~~nine months ended ~~March~~September 3130, 2024, respectively, does not provide OEM-specific information. Industry wholesale shipment data for the European RV market is not available.

Within Europe, over 90% of our sales are made to dealers within 10 different European countries. The market conditions, as well as the operating status of our independent dealers within each country, vary based on the various local economic and other conditions. It is inherently difficult to generalize about the operating conditions within the entire European region.

Independent dealer inventory of our European RV products as of ~~April~~October 3031, 2024 ~~was~~increased 16.0% to approximately 2425,~~700~~400 units as compared to approximately 21,900 units as of October 31, 2023. Independent RV dealer inventory levels of our European products are generally in line with historic seasonal levels in ~~the~~both ~~various countries we serve. Within~~ Germany, which accounts for approximately 60% of our European product sales, ~~independent~~and ~~dealer inventory levels are also generally~~ in ~~line~~the ~~with~~other ~~historical~~various ~~norms.~~countries ~~Comparable~~we ~~independent dealer inventory unit information was not available as of April 30, 2023~~serve.

THOR’s European RV backlog as of April 30, 2024 decreased $1,539,205, or 44.3%, to $1,935,119 compared to $3,474,324 as of April 30, 2023, primarily due to improved chassis supply availability as chassis constraints in the prior year resulted in significantly elevated backlogs as of April 30, 2023.24

THOR’s European Recreational Vehicle backlog as of October 31, 2024 decreased $1,287,535, or 38.7%, to $2,043,636 compared to $3,331,171 as of October 31, 2023, primarily due to improved chassis supply availability as chassis constraints in the prior year resulted in significantly elevated backlogs as of October 31, 2023.

European Industry Retail Statistics

Key retail statistics for the European RV industry, as reported by the ECF for the periods indicated, are as follows:

European Unit Registrations

Motorcaravan and Campervan (2)

Caravan

Calendar Quarter Ended March 31,

Nine Months Ended September 30,

2024

2023

Change

2024

2023

Change

OEM Reporting Countries (1)

35115,~~317~~332

33106,~~504~~775

58.40

1038,~~705~~862

1140,~~431~~175

(63.43)

Non-OEM Reporting Countries (1)

417,~~982~~789

414,~~359~~084

1426.3

311,~~840~~277

412,~~140~~550

(710.21)

Total

40133,~~299~~121

37120,~~863~~859

610.41

1450,~~545~~139

1552,~~571~~725

(64.69)

(1)Industry retail registration statistics have been compiled from individual countries' reporting of retail sales, and include the following countries: Germany, France, Sweden, Netherlands, Norway, Italy, Spain and others, collectively the “OEM Reporting Countries.” The “Non-OEM Reporting Countries” are primarily the United Kingdom and others. Total European unit registrations are reported quarterly by the ECF.

(2)The ECF reports motorcaravans and campervans together.

Note: Data from the ECF is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various countries. (The "Non-OEM Reporting Countries" either do not report OEM-specific data to the ECF or do not have it available for the entire time period covered).

Company European Retail Statistics (1)

European Unit Registrations (1)

Calendar Quarter Ended March 31,

Increase

Nine Months Ended September 30,

Increase

2024

2023

(Decrease)

Change

Motorcaravan and Campervan

928,~~049~~942

622,~~694~~422

26,~~355~~520

3529.21

Caravan

17,~~874~~095

27,~~057~~453

(~~183~~358)

(84.98)

Total OEM-Reporting Countries

1036,~~923~~037

829,~~751~~875

26,~~172~~162

2420.86

(1)Company retail registration statistics have been compiled from individual countries' reporting of retail sales, and include the following countries: Germany, France, Sweden, Netherlands, Norway, Italy, Spain and others, collectively the “OEM Reporting Countries.”

Note: Data from the ECF is subject to ~~adjustment~~adjustments, is continuously updated and is often impacted by delays in reporting by various countries.

European Outlook

Our European operations offer a full lineup of leisure vehicles including caravans and motorized products including urban vehicles, campervans and small-to-large motorcaravans. Our product offerings are not limited to vehicles only but also include accessories and services, including vehicle rentals. We address European retail customers through a sophisticated brand management approach based on consumer segmentation according to target group, core values and emotions. With the help of data-based and digital marketing, we intend to continue expanding our retail customer reach to new and younger consumer segments.

The impact of current macroeconomic factors on our business, including inflation and interest rates, supply chain constraints, environmental and sustainability regulations and geopolitical events, is uncertain. Our outlook for future European RV retail sales depends upon the various economic and regulatory conditions in the respective countries in which we sell our products, and on our ability to manage through supply chain issues that have, and are expected to continue to, impact the efficiency of our production of our motorized products in the near term. End-customer demand for RVs depends strongly on consumer confidence. Factors such as the rate of unemployment, the rate of inflation, private consumption and investments, the level of disposable income of consumers, interest rates, the health of the housing market, tax rates and regulatory restrictions and, since the pandemic, travel safety considerations all influence retail sales. Our long-term outlook for future growth in European RV retail sales remains positive as more people discover RVs as a way to support their lifestyle in search of independence and individuality, as well as using the RV as a multi-purpose vehicle to escape urban life and explore outdoor activities and nature.

We and our independent European dealers market our European recreational vehicles through multiple avenues including at numerous RV fairs at the country and regional levels which occur throughout the calendar year. These fairs have historically been well-attended events that allow retail consumers the ability to see the newest products, features and designs and to talk with product experts in addition to being able to purchase or order an RV. The most recent ~~2023~~2024 Caravan Salon show in late August ~~2023~~2024 experienced near-record attendance, demonstrating the high level of interest in the RV lifestyle despite the current macroeconomic uncertainties facing many consumers. In addition to our attendance at various strategic trade fairs, we have and will continue to strengthen and expand our digital activities to reach high potential target groups, generate leads and steer customers directly to dealerships. With approximately 1,100 active independent dealers in Germany and throughout Europe with whom we do business, we believe our European brands have one of the strongest and most professionally structured dealer and service networks in Europe.

Economic or industry-wide factors affecting our European RV operating results include the availability and costs of commodities and component parts and the labor used in the manufacture of our products. Material and labor costs are the primary factors determining our cost of products sold and any future increases in these costs will impact our profit margins negatively if we are unable to offset those cost increases through a combination of product recontenting, material sourcing strategies, efficiency improvements or raising the selling prices for our products by corresponding amounts.

32While overall chassis supply has improved, disruption in the sequence of chassis supply has in the past, and could in the future, inhibit our ability to efficiently and consistently maintain our planned production levels. Uncertainties related to changing emission standards may also negatively impact the availability of chassis used in our production of certain European motorized RVs and could also impact consumer buying patterns.

~~Throughout~~Where ~~fiscal 2023~~possible, weto ~~experienced~~minimize ~~delays in~~ the ~~receipt~~future ~~of,~~impact ~~and significant reductions in the volume~~ of, ~~chassis~~supply ~~from~~chain ~~our European chassis suppliers~~constraints, ~~limiting~~we ~~our~~have ~~ability~~identified toa ~~further~~second-source ~~increase~~supplier ~~production~~base offor ~~our~~certain ~~motorized~~component ~~products.~~parts; ~~While overall chassis supply has improved~~however, ~~we anticipate disruptions in~~ the ~~sequence~~engineering ofrequirements ~~delivery~~associated ofwith ~~chassis~~an toalternate ~~continue~~component ~~through~~part, particularly the ~~majority of calendar year 2024. The sequence of~~ chassis ~~supply~~on ~~inhibits~~which our ~~ability~~various tounits ~~efficiently~~are ~~and~~built, ~~consistently~~limit ~~maintain~~the ~~our planned production levels. Uncertainties related to changing emission standards may also~~ impact ~~the availability~~ of ~~chassis~~these ~~used~~alternative insuppliers ~~our~~on ~~production~~reducing ofany ~~certain~~near-term ~~European~~supply ~~motorized RVs and could also impact consumer buying patterns~~constraints.

In ~~Europe,~~addition ~~we also continue~~ to ~~experience~~potential ~~cost~~future ~~increases,~~material supply ~~shortages and delivery delays of other~~constraints, ~~non-chassis~~labor ~~raw~~shortages ~~material~~may ~~components~~also ~~which~~impact ~~negatively impacted the efficiency of~~ our ~~production~~European inoperations. ~~the current fiscal year~~Currently, ~~which~~we ~~resulted~~are inexperiencing ~~the~~a ~~continuation~~shortage of anavailable ~~elevated~~skilled ~~level~~workers ofat ~~work~~certain inof ~~process~~our ~~inventory~~production onfacilities ~~hand~~due ~~compared~~ to ~~historical~~near ~~norms.~~full Weemployment ~~believe~~rates ~~these shortages and delays will continue to result~~ in ~~production inefficiencies and a continuation of~~ the ~~elevated level of work in process inventory in the near term, which will have a negative impact on our~~ European ~~operating~~regions ~~results~~where ~~as well as on~~ our ~~consolidated~~manufacturing ~~results~~sites ~~due~~are ~~to the negative impact of carrying excess inventory levels and the negative impact of completing units off the production line~~located.

Where possible, to minimize the future impact of supply chain constraints, we have identified a second-source supplier base for certain component parts, however, the engineering requirements required with an alternate component part, particularly the chassis our various units are built upon, limits the impact of these alternative suppliers on reducing any near-term supply constraints.26

InThree ~~addition~~Months toEnded ~~potential~~October ~~material supply constraints~~31, ~~labor~~2024 ~~shortages~~Compared ~~may also impact our European operations. Currently, we are experiencing a shortage of available skilled workers due~~ to ~~near full employment rates in~~ the ~~European~~Three ~~countries~~Months ~~where~~Ended ~~the~~October ~~majority~~31, ~~of our manufacturing sites are located.~~2023


NET SALES:	Three Months Ended October 31, 2024		Three Months Ended October 31, 2023		Change Amount		% Change
Recreational vehicles
North American Towable	$	898,778	$	945,454	$	(46,676)	(4.9)
North American Motorized	505,208		711,159		(205,951)		(29.0)
Total North America	1,403,986		1,656,613		(252,627)		(15.2)
European	604,903		708,201		(103,298)		(14.6)
Total recreational vehicles	2,008,889		2,364,814		(355,925)		(15.1)
Other	193,511		198,921		(5,410)		(2.7)
Intercompany eliminations	(59,616)		(62,976)		3,360		5.3
Total	$	2,142,784	$	2,500,759	$	(357,975)	(14.3)

Three Months Ended April 30, 2024 Compared to the Three Months Ended April 30, 2023


# OF UNITS:
Recreational vehicles
North American Towable	30,018	28,107	1,911	6.8
North American Motorized	3,741	5,582	(1,841)	(33.0)
Total North America	33,759	33,689	70	0.2
European	8,635	11,892	(3,257)	(27.4)
Total	42,394	45,581	(3,187)	(7.0)

NET SALES:	Three Months EndedApril 30, 2024			Three Months EndedApril 30, 2023			ChangeAmount		%Change
GROSS PROFIT:			% ofSegment Net Sales			% ofSegment Net Sales	ChangeAmount		%Change
Recreational vehicles
North American Towable	$	1112,~~071,393~~437	12.5	$	1118,~~124,410~~011	12.5	$	(535,~~017~~574)	(4.7)
North American Motorized	~~646~~42,~~948~~727		8.5	~~795~~79,~~940~~392		11.2	(~~148~~36,~~992~~665)		(1846.72)
Total North America	1155,~~718,341~~164		11.1	1197,~~920,350~~403		11.9	(~~202~~42,~~009~~239)		(1021.54)
European	~~931~~92,~~061~~648		15.3	~~866~~122,~~751~~828		17.3	64(30,~~310~~180)		7(24.46)
Total recreational vehicles	2247,~~649,402~~812		12.3	2320,~~787,101~~231		13.5	(~~137~~72,~~699~~419)		(422.96)
Other	216,227			201,164			15,063		7.5
Other, net	33,630		17.4	37,701		19.0	(4,071)		(10.8)
Intercompany eliminations	(64,516)			(59,445)			(5,071)		(8.5)
Total	$	281,442	13.1	$	357,932	14.3	$	(76,490)	(21.4)
Total	$	2,801,113		$	2,928,820		$	(127,707)	(4.4)

# OF UNITS:
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational vehicles
North American Towable	~~34,193~~$	64,303	7.2	~~29,716~~$	63,816	6.7	~~4,477~~$	487	150.18
North American Motorized	430,~~964~~367		6.0	638,~~203~~475		5.4	(18,~~239~~108)		(2021.01)
Total North America	3994,~~157~~670		6.7	35102,~~919~~291		6.2	3(7,~~238~~621)		9(7.05)
European	1579,~~363~~727		13.2	1579,~~593~~689		11.3	~~(230)~~38		~~(1.5)~~—
Total	54,520			51,512			3,008		5.8
Total recreational vehicles	174,397		8.7	181,980		7.7	(7,583)		(4.2)
Other	19,474		10.1	17,769		8.9	1,705		9.6
Corporate	46,326		—	18,147		—	28,179		155.3
Total	$	240,197	11.2	$	217,896	8.7	$	22,301	10.2

GROSS PROFIT:			% ofSegment Net Sales			% ofSegment Net Sales	ChangeAmount		%Change
Recreational vehicles
North American Towable	$	138,103	12.9	$	143,988	12.8	$	(5,885)	(4.1)
North American Motorized	71,753		11.1	93,307		11.7	(21,554)		(23.1)
Total North America	209,856		12.2	237,295		12.4	(27,439)		(11.6)
European	162,915		17.5	151,780		17.5	11,135		7.3
Total recreational vehicles	372,771		14.1	389,075		14.0	(16,304)		(4.2)
Other, net	49,081		22.7	43,562		21.7	5,519		12.7
Total	$	421,852	15.1	$	432,637	14.8	$	(10,785)	(2.5)

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
INCOME (LOSS) BEFORE INCOME TAXES:	Three Months EndedOctober 31, 2024		% ofSegment Net Sales	Three Months EndedOctober 31, 2023		% ofSegment Net Sales	ChangeAmount		%Change
Recreational vehicles
North American Towable	$	6446,~~895~~821	65.12	$	6049,~~180~~249	5.42	$	4(2,~~715~~428)	7(4.89)
North American Motorized	349,~~489~~081		51.38	4137,~~880~~052		5.32	(727,~~391~~971)		(1775.65)
Total North America	9955,~~384~~902		54.80	~~102~~86,~~060~~301		5.32	(230,~~676~~399)		(235.62)
European	721,~~167~~177		70.82	6528,~~065~~767		74.51	7(27,~~102~~590)		10(95.9)
Total recreational vehicles	~~171~~57,~~551~~079		62.58	~~167~~115,~~125~~068		64.09	4(57,~~426~~989)		2(50.64)
Other	19,731		9.1	15,217		7.6	4,514		29.7
Other, net	4,774		2.5	9,476		4.8	(4,702)		(49.6)
Corporate	35(63,~~233~~009)		—	27(51,~~702~~962)		—	7(11,~~531~~047)		27(21.23)
Total	$	~~226~~(1,~~515~~156)	8(0.1)	$	~~210~~72,~~044~~582	7.2.9	$	16(73,~~471~~738)	7(101.86)


ORDER BACKLOG:	As of October 31, 2024		As of October 31, 2023		Change Amount		% Change
Recreational vehicles
North American Towable	$	933,051	$	795,798	$	137,253	17.2
North American Motorized	963,141		1,237,547		(274,406)		(22.2)
Total North America	1,896,192		2,033,345		(137,153)		(6.7)
European	2,043,636		3,331,171		(1,287,535)		(38.7)
Total	$	3,939,828	$	5,364,516	$	(1,424,688)	(26.6)

INCOME (LOSS) BEFORE INCOME TAXES:	Three Months EndedApril 30, 2024		% ofSegment Net Sales	Three Months EndedApril 30, 2023		% ofSegment Net Sales	ChangeAmount		%Change
Recreational vehicles
North American Towable	$	68,409	6.4	$	77,583	6.9	$	(9,174)	(11.8)
North American Motorized	33,172		5.1	48,186		6.1	(15,014)		(31.2)
Total North America	101,581		5.9	125,769		6.5	(24,188)		(19.2)
European	77,382		8.3	72,401		8.4	4,981		6.9
Total recreational vehicles	178,963		6.8	198,170		7.1	(19,207)		(9.7)
Other, net	18,831		8.7	16,970		8.4	1,861		11.0
Corporate	(55,444)		—	(59,689)		—	4,245		7.1
Total	$	142,350	5.1	$	155,451	5.3	$	(13,101)	(8.4)

ORDER BACKLOG:	As ofApril 30, 2024		As ofApril 30, 2023		ChangeAmount		%Change
Recreational vehicles
North American Towable	$	741,302	$	757,127	$	(15,825)	(2.1)
North American Motorized	925,829		1,263,071		(337,242)		(26.7)
Total North America	1,667,131		2,020,198		(353,067)		(17.5)
European	1,935,119		3,474,324		(1,539,205)		(44.3)
Total	$	3,602,250	$	5,494,522	$	(1,892,272)	(34.4)

CONSOLIDATED

Consolidated net sales for the three months ended ~~April~~October 3031, 2024 decreased $~~127~~357,~~707~~975, or 414.43%, compared to the three months ended ~~April~~October 3031, 2023. ~~The decrease in consolidated net sales is primarily due to lower dealer and consumer demand in comparison to the prior-year period, primarily in the North American motorized market.~~ Approximately 3328.2% of the Company’s consolidated net sales for the quarter ended ~~April~~October 3031, 2024 were transacted in a currency other than the U.S. dollar. The Company’s most material exchange rate exposure is sales in Euros. The $357,975 decrease in consolidated net sales includes aan ~~nominal~~ increase of $17,897 from the change in currency exchange rates between the two periods. To determine this impact, net sales transacted in currencies other than U.S. dollars have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative ~~period~~periods.

Consolidated gross profit for the three months ended ~~April~~October 3031, 2024 decreased $1076,~~785~~490, or 221.54%, compared to the three months ended ~~April~~October 3031, 2023. Consolidated gross profit was 1513.1% of consolidated net sales for the three months ended ~~April~~October 3031, 2024 and 14.83% for the three months ended ~~April~~October 3031, 2023. The ~~decrease~~decreases in consolidated gross profit ~~was~~and ~~primarily due to~~ the ~~impact of the decrease in~~ consolidated ~~net sales while the slight increase in the consolidated~~ gross profit percentage iswere both primarily due to the ~~favorable~~impact ~~impacts~~ of ~~selling~~the ~~price~~decrease ~~increases,~~in ~~stable~~consolidated ~~material~~net ~~costs~~sales ~~and cost-saving initiatives~~ in the current-year quarter compared to the prior-year quarter.

Selling, general and administrative expenses for the three months ended ~~April~~October 3031, 2024 increased $1622,~~471~~301, or 710.82%, compared to the three months ended ~~April~~October 3031, 2023, primarily due to ~~modest~~the ~~increases~~increase in ~~deferred~~certain ~~compensation~~Corporate selling, ~~research~~general and ~~development~~administrative expenses as discussed below, partially offset by the impact of the 14.3% decrease in consolidated net sales and ~~settlement~~the ~~costs~~decrease in consolidated income before income taxes, which resulted in lower related sales commissions and other incentive compensation.

The ~~decrease~~increase ofin ~~$13,101,~~income orincluded ~~8.4%,~~ in Other income ~~before~~(expense), ~~income~~net ~~taxes~~of $17,562 for the three months ended ~~April~~October 3031, 2024 as compared to the three months ended ~~April~~October 3031, 2023 ~~was~~is primarily ~~driven~~due byto the ~~decrease~~favorable inchanges ~~consolidated net sales and the increase~~ in ~~consolidated~~Corporate ~~selling,~~other ~~general~~income and ~~administrative~~ expenses ~~noted~~as ~~above~~discussed below.

The ~~overall~~decrease ~~effective~~of ~~income~~$73,738, ~~tax~~or ~~rate~~101.6%, ~~for~~in ~~the~~income ~~three~~before ~~months~~income ~~ended~~taxes ~~April~~to ~~30,~~a ~~2024~~loss ~~was~~before ~~20.2%~~income ~~compared~~taxes ~~with 23.0%~~ for the three months ended ~~April~~October 3031, ~~2023.~~2024 ~~The~~compared ~~primary reason for the decrease relates~~ to ~~the~~income ~~favorable~~before ~~impact~~taxes offor the ~~terms of the resolution of certain matters discussed in Note 14 to the Condensed Consolidated Financial Statements during the~~ three months ended ~~April~~October 3031, ~~2024,~~2023 aswas ~~the~~primarily ~~Company~~driven ~~expects~~by ~~certain~~the ~~payments~~decrease ~~made~~in ~~related~~consolidated tonet ~~these matters to be deductible for tax purposes~~sales.

3528

The overall effective income tax rate for the three months ended October 31, 2024 was 24.5% compared with 24.2% for the three months ended October 31, 2023. The primary reason for the increase relates to the jurisdictional mix of pre-tax income between foreign and domestic operations between the comparable periods.

Additional information concerning the changes in net sales, gross profit, selling, general and administrative expenses and income before income taxes are addressed below and in the segment reporting that follows.

Corporate costs included in consolidated selling, general and administrative expenses increased $728,~~531~~179 for the three months ended ~~April~~October 3031, 2024 compared to the three months ended ~~April~~October 3031, 2023. This increase isincludes an increase in compensation costs of $13,868, primarily due to employee separation costs related to certain headcount reductions in the current quarter, and an increase in deferred compensation expense of $211,~~922~~124 due to market value fluctuations between the two periods, ~~and~~which anwas effectively offset by the increase in ~~innovation~~other income related to the deferred compensation plan assets noted below. In addition, the prior-~~led~~year ~~research~~quarter ~~and~~included ~~development~~$10,000 of income from adjustments made related to the matters discussed in Note 14 to the Condensed Consolidated Financial Statements. These cost increases were partially offset by a decrease in certain dealer promotional costs of $3,~~093.~~150, a decrease in incentive compensation of $1,505 due to the decrease in income before income taxes compared to the prior-year quarter, and a decrease of $2,700 in costs related to our standby repurchase obligation reserve due to decreases in both dealer inventory levels and repurchase activity compared to the prior-year quarter.

Net expense infrom Corporate interest and other income and ~~expense~~expenses decreased $1117,~~776~~132 for the three months ended ~~April~~October 3031, 2024 compared to the three months ended ~~April~~October 3031, 2023. ~~This~~Net ~~net expense decrease included a decrease in net~~ interest expense ofdecreased $54,~~360~~785 onprimarily ~~our debt,~~ due to ~~increased interest income received from higher average cash balances held and higher interest income rates combined with~~ lower debt interest expense ~~primarily~~as ~~due~~a toresult of lower average outstanding debt balances ~~outstanding~~and lower interest rates. ~~The~~This decrease in net expense ~~decrease~~ also ~~includes~~included the favorable changes of $211,~~997~~206 in the fair value of the Company'’s deferred compensation plan assets and $32,~~263~~483 in the fair value of certain other equity investments, both due to market value fluctuations between the two periods, and the recorded operating results of our equity investments as discussed in Note 8 to the Condensed Consolidated Financial Statements improved by $3,681 in the current quarter compared to the prior-year quarter. These favorable changes were partially offset by an unfavorable change of $5,574 in the non-cash foreign currency gains on certain Euro-denominated loans.

Segment Reporting

NORTH AMERICAN TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended ~~April~~October 3031, 2024 compared to the three months ended ~~April~~October 3031, 2023:

Three Months EndedApril 30, 2024

% ofSegmentNet Sales

Three Months EndedApril 30, 2023

% ofSegmentNet Sales

Change Amount

%Change

Three Months EndedOctober 31, 2024

% ofSegmentNet Sales

Three Months EndedOctober 31, 2023

% ofSegmentNet Sales

Change Amount

%Change

NET SALES:

North American Towable

Travel Trailers

~~720~~602,~~194~~695

67.21

~~679~~619,~~753~~538

6065.5

40(16,~~441~~843)

5(2.97)

Fifth Wheels

~~351~~296,~~199~~083

32.89

~~444~~325,~~657~~916

3934.5

(9329,~~458~~833)

(219.02)

Total North American Towable

1898,~~071,393~~778

100.0

1945,~~124,410~~454

100.0

(5346,~~017~~676)

(4.79)

Three Months EndedApril 30, 2024

% ofSegmentShipments

Three Months EndedApril 30, 2023

% ofSegmentShipments

Change Amount

%Change

Three Months EndedOctober 31, 2024

% ofSegmentShipments

Three Months EndedOctober 31, 2023

% ofSegmentShipments

Change Amount

%Change

# OF UNITS:

North American Towable

Travel Trailers

2825,~~526~~458

8384.48

22,~~257~~630

7480.95

62,~~269~~828

2812.25

Fifth Wheels

54,~~667~~560

1615.62

75,~~459~~477

2519.15

(~~1,792~~917)

(2416.07)

Total North American Towable

3430,~~193~~018

100.0

2928,~~716~~107

100.0

41,~~477~~911

156.18

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:

%Change

North American Towable

Travel Trailers

(2215.32)

Fifth Wheels

37.05

Total North American Towable

(1911.87)

36The decrease in total North American Towable net sales of 4.9% compared to the prior-year quarter resulted from a 6.8% increase in unit shipments and an 11.7% decrease in the overall net price per unit due to the combined impact of changes in product mix and price. The increase in unit shipments is primarily due to the higher demand for the lower-cost travel trailers units, which increased 12.5% over the prior-year quarter. According to statistics published by RVIA, for the three months ended October 31, 2024, combined North American travel trailer and fifth wheel wholesale unit shipments increased 9.2% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the three months ended September 30, 2024 and 2023, our North American market share for travel trailers and fifth wheels combined was 38.6% and 41.1%, respectively. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The decrease in ~~total North American Towable net sales of 4.7% compared to~~ the ~~prior-year quarter resulted from a 15.1% increase in unit shipments and a 19.8% decrease in the~~ overall net price per unit ~~due~~within to the ~~combined~~travel ~~impact~~trailer ~~of changes in~~ product ~~mix~~line ~~and~~of ~~price~~15.2% ~~The~~was ~~increase in unit shipments is~~ primarily due to ~~the~~a ~~heightened~~change ~~demand~~in ~~for~~product ~~the~~mix ~~lower-cost~~trending ~~travel~~toward ~~trailer~~more moderately-priced units, ~~which~~as ~~increased~~compared ~~28.2%~~to ~~over~~ the prior-year quarter. ~~According~~The toincrease ~~statistics~~in ~~published~~overall bynet ~~RVIA,~~price ~~for~~per ~~the~~unit ~~three~~within ~~months~~the ~~ended April 30, 2024, combined North American travel trailer and~~ fifth wheel ~~wholesale~~product ~~unit~~line ~~shipments~~of ~~increased 15~~7.5% ~~compared~~was toprimarily ~~the~~due ~~same period last year. According~~ to ~~the~~product ~~most~~mix ~~recently~~changes ~~published statistics from Stat Surveys, for the three months ended March 31, 2024~~ and ~~2023,~~lower ~~our~~sales ~~North~~discounting ~~American~~as ~~market~~compared ~~share for travel trailers and fifth wheels combined was 40.2% and 42.1%, respectively. Comparisons of Company shipments~~ to ~~industry shipments on a quarterly basis would not necessarily be indicative of~~ the ~~results expected for a full fiscal~~ prior-year quarter.

~~The~~North ~~decrease~~American inTowable ~~the~~cost ~~overall~~of ~~net~~products ~~price~~sold ~~per~~decreased ~~unit~~$41,102 ~~within~~to $786,341, or 87.5% of North American Towable net sales, for the ~~travel~~three ~~trailer~~months ~~product~~ended ~~line~~October of31, 222024 compared to $827,443, or 87.35% ~~was~~of ~~primarily~~North ~~due~~American toTowable net sales, for the ~~combined~~three ~~impact~~months ofended ~~sales~~October ~~price~~31, ~~reductions~~2023. ~~due~~The tochanges ~~lower~~in ~~input~~material, ~~costs~~labor, freight-out and ~~product~~warranty ~~mix~~costs ~~changes~~comprised ~~trending~~$43,990 ~~toward~~of ~~more~~the ~~moderately~~$41,102 decrease in cost of products sold. Material, labor, freight-~~priced~~out ~~units~~and warranty costs as ~~compared~~a tocombined ~~the~~percentage ~~prior-year~~of ~~quarter.~~North ~~The~~American ~~increase~~Towable ~~within~~net sales decreased slightly to 79.2% for the ~~fifth~~three ~~wheel~~months ~~product~~ended ~~line~~October of31, 32024 compared to 80.0% ~~was~~for the three months ended October 31, 2023, primarily due to ~~product~~a ~~mix~~decrease ~~changes~~in the material cost percentage from the combined net favorable impacts of lower sales discounting and cost-saving initiatives.

~~North American Towable cost of products sold decreased $47,132 to $933,290, or 87.1% of North American Towable net sales, for the three months ended April~~ 30, 2024 compared to $980,422, or 87.2% of North American Towable net sales, for the three months ended April 30, 2023. Changes in material, labor, freight-out and warranty costs comprised $44,186 of the $47,132 decrease in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American Towable net sales decreased to 79.6% for the three months ended April 30, 2024 compared to 79.8% for the three months ended April 30, 2023, primarily due to a decrease in the material costs percentage from the combined net favorable impacts of lower discounting, cost-saving initiatives and product mix changes being partially offset by an increase in the labor percentage.

Total manufacturing overhead ~~decreased~~increased $2,~~946~~888, inprimarily ~~correlation~~due ~~with~~to ~~the~~higher ~~decrease~~employee inself-insurance ~~net~~costs, ~~sales~~and ~~but~~ increased ~~slightly~~ as a percentage of North American Towable net sales from 7.45% to 78.53% as the decreased net sales levels resulted in higher overhead costs per unit sold.

The ~~slight~~ decrease in North American Towable gross profit of $5,~~885~~574 for the three months ended ~~April~~October 3031, 2024 compared to the three months ended ~~April~~October 3031, 2023 was ~~due~~driven toby the decrease in North American Towable net sales while it remained the same as a percentage of North American Towable net sales.

~~The increase in~~ North American Towable selling, general and administrative expenses ofincreased slightly by $4487,~~715~~ or 0.8%, for the three months ended ~~April~~October 3031, 2024 compared to the three months ended ~~April~~October 3031, 2023, ~~is primarily due to an increase in legal~~ and ~~professional~~there ~~fees~~were ~~and~~no ~~settlement~~changes ~~costs~~ of ~~$3,495~~significance ~~and~~within ~~compensation~~its ~~costs~~major ofcost ~~$3,211, partially offset by a reduction in sales-related travel and entertainment costs of $1,152~~components. The increase in the overall selling, general and administrative expense as a percentage of North American Towable net sales is primarily due to the decrease in North American Towable net sales ~~and~~increasing the employee compensation and benefits cost ~~increases~~percentage ~~noted~~and ~~above~~certain other costs percentages that are generally more fixed costs in nature.

The decrease in North American Towable income before income taxes of $92,~~174~~428 for the three months ended ~~April~~October 3031, 2024 as compared to the three months ended ~~April~~October 3031, 2023 ~~was~~is primarily ~~attributable~~due to the decrease in North American Towable net sales, ~~and~~while ~~the~~North ~~primary~~American ~~reason~~Towable ~~for~~income ~~the~~before ~~decrease~~income intaxes ~~percentage~~as ~~was~~a ~~the~~percentage ~~increase~~of inNorth ~~the~~American ~~selling,~~Towable ~~general~~net ~~and~~sales ~~administrative~~was ~~expense percentage noted above~~unchanged.

3731

NORTH AMERICAN MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended ~~April~~October 3031, 2024 compared to the three months ended ~~April~~October 3031, 2023:

Three Months EndedApril 30, 2024

% ofSegmentNet Sales

Three Months EndedApril 30, 2023

% ofSegmentNet Sales

ChangeAmount

%Change

Three Months EndedOctober 31, 2024

% ofSegmentNet Sales

Three Months EndedOctober 31, 2023

% ofSegmentNet Sales

ChangeAmount

%Change

NET SALES:

North American Motorized

Class A

~~211~~156,~~340~~576

3231.70

~~238~~207,~~972~~911

3029.02

(2751,~~632~~335)

(1124.67)

Class C

~~312~~234,~~980~~227

4846.4

~~390~~333,~~839~~776

4946.19

(7799,~~859~~549)

(1929.98)

Class B

~~122~~114,~~628~~405

1822.96

~~166~~169,~~129~~472

2023.9

(4355,~~501~~067)

(2632.25)

Total North American Motorized

~~646~~505,~~948~~208

100.0

~~795~~711,~~940~~159

100.0

(~~148~~205,~~992~~951)

(1829.70)

Three Months EndedApril 30, 2024

% ofSegmentShipments

Three Months EndedApril 30, 2023

% ofSegmentShipments

ChangeAmount

%Change

Three Months EndedOctober 31, 2024

% ofSegmentShipments

Three Months EndedOctober 31, 2023

% ofSegmentShipments

ChangeAmount

%Change

# OF UNITS:

North American Motorized

Class A

~~1,040~~756

2120.02

1,~~206~~080

19.43

(~~166~~324)

(1330.80)

Class C

2,~~867~~045

5754.87

3,~~563~~045

5754.46

(~~696~~1,000)

(1932.58)

Class B

~~1,057~~940

2125.21

1,~~434~~457

2326.21

(~~377~~517)

(2635.35)

Total North American Motorized

43,~~964~~741

100.0

65,~~203~~582

100.0

(1,~~239~~841)

(2033.0)

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:

%Change

North American Motorized

Class A

25.23

Class C

(03.4)0

Class B

03.10

Total North American Motorized

14.30

The decrease in total North American Motorized net sales of 1829.70% compared to the prior-year quarter resulted from a 2033.0% decrease in unit shipments and a 14.30% increase in the overall net price per unit due to the ~~combined~~ impact of changes in product mix and price~~, which included elevated sales discounts compared to the prior-year quarter~~. The decrease in unit shipments is primarily due to a softening in current dealer and consumer demand in comparison with the demand in the prior-year quarter. According to statistics published by RVIA, for the three months ended ~~April~~October 3031, 2024, combined North American motorhome wholesale unit shipments decreased 1927.92% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the three months ended ~~March~~September 3130, 2024 and 2023, our North American market share for motorhomes was 47.9% ~~for~~and ~~both~~49.0%, ~~periods~~respectively. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The increases in the overall net price per unit within the Class A product line of 25.23%, the Class C product line of 3.0% and the Class B product line of 03.10% were all primarily due to ~~increases~~favorable ~~from~~ product mix changes ~~and~~since ~~selling~~the ~~price~~prior-year ~~increases~~quarter, ~~being~~with ~~mostly~~the ~~offset~~Class byA ~~higher~~and ~~discounting~~Class ~~levels~~B ~~since~~product ~~the~~lines ~~prior-year~~benefiting ~~quarter.~~from ~~The~~a ~~decrease~~higher inconcentration ~~the~~of ~~overall~~sales ~~net~~of ~~price~~the ~~per~~generally ~~unit~~higher-priced ~~within~~Tiffin ~~the~~Group ~~Class~~product Clines ~~product~~in ~~line~~the ofcurrent-year ~~0.4%~~period, ~~was~~as ~~primarily~~well ~~due~~as toselective ~~higher~~net ~~discounting~~selling ~~levels~~price increases.

3832

North American Motorized cost of products sold decreased $~~127~~169,~~438~~286 to $~~575~~462,~~195~~481, or 8891.95% of North American Motorized net sales, for the three months ended ~~April~~October 3031, 2024 compared to $~~702~~631,~~633~~767, or 88.38% of North American Motorized net sales, for the three months ended ~~April~~October 3031, 2023. The changes in material, labor, freight-out and warranty costs comprised $~~118~~162,~~533~~856 of the $~~127~~169,~~438~~286 decrease primarily due to the decreased net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of North American Motorized net sales increased to 8384.18% for the three months ended ~~April~~October 3031, 2024 compared to 8283.52% for the three months ended ~~April~~October 3031, 2023, with the increase ~~mainly~~primarily due to an increase in the material cost percentage, primarily ~~due~~as toa ~~higher~~result of increased sales discounting ~~effectively decreasing net selling prices~~ and ~~correspondingly~~increased ~~increasing~~chassis ~~the~~costs. The material cost percentage, increase was partially offset by a decrease in the ~~labor~~warranty cost percentage.

Total manufacturing overhead decreased $86,~~905~~430 in correlation with the net sales decrease, but ~~was~~increased ~~consistent~~ as a percentage of North American Motorized atnet sales from 5.86% ~~for~~to ~~both~~6.7% ~~periods~~as the decrease in net sales levels resulted in higher overhead costs per unit sold.

The decrease in North American Motorized gross profit of $2136,~~554~~665 for the three months ended ~~April~~October 3031, 2024 compared to the three months ended ~~April~~October 3031, 2023 was driven by the decrease in North American Motorized net sales, and the decrease in the gross profit percentage is due to the increase in the cost of products sold percentage noted above.

The decrease in North American Motorized selling, general and administrative expenses of $78,~~391~~108 for the three months ended ~~April~~October 3031, 2024 compared to the three months ended ~~April~~October 3031, 2023 was primarily due to the ~~decrease~~decreases in North American Motorized net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by $75,~~822~~830. ~~Selling~~Sales-related travel, advertising and promotional costs also decreased $1,398. The increase in the overall selling, general and administrative expense as a percentage of North American Motorized net sales ~~was~~is ~~consistent~~primarily ~~with~~due to the ~~prior~~decrease ~~year~~in North American Motorized net sales.

The decrease in North American Motorized income before income taxes of $1527,~~014~~971 for the three months ended ~~April~~October 3031, 2024 compared to the three months ended ~~April~~October 3031, 2023 was primarily due to the decrease in North American Motorized net sales, and the primary ~~reason~~reasons for the decrease in percentage ~~was~~were the ~~increase~~increases in the cost of products sold ~~percentage~~and ~~noted~~selling, ~~above~~general and anadministrative ~~increase in amortization~~ expense aspercentages anoted ~~percentage of net sales~~above.

3933

EUROPEAN RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended ~~April~~October 3031, 2024 compared to the three months ended ~~April~~October 3031, 2023:

Three Months EndedApril 30, 2024

% ofSegmentNet Sales

Three Months EndedApril 30, 2023

% ofSegmentNet Sales

ChangeAmount

%Change

Three Months EndedOctober 31, 2024

% ofSegmentNet Sales

Three Months EndedOctober 31, 2023

% ofSegmentNet Sales

ChangeAmount

%Change

NET SALES:

European

Motorcaravan

~~492~~318,~~490~~216

52.96

~~394~~346,~~359~~511

4548.59

98(28,~~131~~295)

24(8.92)

Campervan

~~289~~173,~~450~~216

3128.16

~~282~~221,~~415~~609

3231.63

7(48,~~035~~393)

2(21.58)

Caravan

6433,~~379~~071

65.95

~~116~~64,~~412~~627

139.41

(5231,~~033~~556)

(4448.78)

Other

8480,~~742~~400

913.13

7375,~~565~~454

810.57

114,~~177~~946

156.26

Total European

~~931~~604,~~061~~903

100.0

~~866~~708,~~751~~201

100.0

64(103,~~310~~298)

7(14.46)

Three Months EndedApril 30, 2024

% ofSegmentShipments

Three Months EndedApril 30, 2023

% ofSegmentShipments

ChangeAmount

%Change

Three Months EndedOctober 31, 2024

% ofSegmentShipments

Three Months EndedOctober 31, 2023

% ofSegmentShipments

ChangeAmount

%Change

# OF UNITS:

European

Motorcaravan

64,~~601~~133

4347.09

54,~~339~~550

3438.23

~~1,262~~(417)

23(9.62)

Campervan

63,~~194~~178

4036.38

54,~~694~~740

3639.59

~~500~~(1,562)

8(33.80)

Caravan

21,~~568~~324

1615.73

42,~~560~~602

2921.38

(1,~~992~~278)

(4349.71)

Total European

158,~~363~~635

100.0

1511,~~593~~892

100.0

(~~230~~3,257)

(127.54)

IMPACT OF CHANGES IN FOREIGN CURRENCY, PRODUCT MIX AND PRICE ON NET SALES:
	Foreign Currency %	Mix and Price %	%Change
European
Motorcaravan	02.05	(1.35)	1.30
Campervan	02.05	(68.3)7	(611.3)2
Caravan	02.05	(12.02)	~~(1.~~0).3
Total European	02.05	810.93	812.98

The ~~increase~~decrease in total European Recreational Vehicle net sales of 714.46% compared to the prior-year quarter resulted from a 127.54% decrease in unit shipments and ana 812.98% increase in the overall net price per unit due to the total ~~combined~~ impact of changes in foreign currency, product mix and price. The ~~increase~~decrease in unit shipments is primarily due to a softening in current dealer and consumer demand compared to the prior-year quarter, which also included independent dealer restocking of their low unit levels while current stocking levels are more in line with historical seasonal levels. The decrease in total European Recreational Vehicle net sales of $64103,~~310~~298 includes noan ~~change~~increase of $17,897, or 2.5% netted in the 14.6% decrease, due to the increase in foreign exchange rates ~~since~~compared to the prior-year ~~quarter~~period.

The overall net price per unit increase of 812.98% includes noa 2.5% increase due to the impact of foreign currency exchange rate changes and ana 810.93% ~~constant-currency~~ increase due to the combined impact of product mix and ~~selling prices~~price, primarily due to the ~~much~~ higher concentration of Motorcaravan sales in the current-year quarter due to improved chassis supply and fewer other component constraints incompared to the ~~current~~prior-year quarter.

The constant-currency ~~increase~~decreases in the overall net price per unit within the Motorcaravan product line of 1.35% ~~was~~and the Caravan product line of 2.2% were primarily due to the impact of ~~selling~~product ~~price~~mix ~~increases~~changes and ~~product~~increased ~~mix~~sales ~~changes~~discounting. The constant-currency ~~decreases~~increase in the overall net price per unit within the Campervan product line of 68.37% ~~and~~is ~~the Caravan product line of 1.0% are~~ primarily due to ~~product mix changes and increased sales discounting. In addition,~~ the current-year quarter included a higher concentration of Campervan units with a ~~customer-supplied~~purchased chassis that is ~~not~~ included in the unit sales price as opposed to units with a ~~purchased~~customer-supplied chassis that is not included in the unit sales price.

4034

European Recreational Vehicle cost of products sold ~~increased~~decreased $5373,~~175~~118 to $~~768~~512,~~146~~255, or 8284.57% of European Recreational Vehicle net sales, for the three months ended ~~April~~October 3031, 2024 compared to $~~714~~585,~~971~~373, or 82.57% of European Recreational Vehicle net sales, for the three months ended ~~April~~October 3031, 2023. ~~Changes~~The changes in material, labor, freight-out and warranty costs comprised $4573,~~667~~937 of the $5373,~~175~~118 ~~increase~~decrease primarily due to the decreased net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of European Recreational Vehicle net sales ~~decreased~~was toflat 72at 71.94% for both the three months ended ~~April~~October 3031, 2024 ~~compared~~and ~~to 73.0% for~~ the three months ended ~~April~~October 3031, 2023, ~~with~~as ~~the~~decreases ~~slight~~in ~~decrease~~both ~~due~~the todirect ~~improved~~ labor and warranty cost percentages ~~being~~were ~~mostly~~ offset by an increase in the material cost percentage that was primarily due to increased sales discounting. ~~Total manufacturing overhead increased $7,508 with the increase in net sales and increased slightly as a percentage of European Recreational Vehicle net sales from 9.5% to 9.6%.~~

~~European~~Total ~~Recreational~~manufacturing ~~Vehicle~~overhead ~~gross~~increased ~~profit~~slightly ~~increased~~by $11819,~~135~~ ~~for~~primarily ~~the~~due ~~three~~to ~~months~~increased ~~ended~~depreciation ~~April~~expense ~~30,~~being ~~2024~~mostly ~~compared~~offset toby ~~the~~lower ~~three~~employee ~~months ended April 30~~costs, ~~2023~~but ~~primarily~~increased ~~due~~as toa ~~the~~percentage ~~increase~~of in European Recreational Vehicle net sales, ~~and~~from 11.3% to 13.3% primarily due to the ~~gross~~sales ~~profit~~decrease ~~percentage~~resulting ~~remained~~in ~~consistent~~higher ~~with~~overhead ~~the~~costs ~~prior-year~~per ~~quarter~~unit sold.

The decrease in European Recreational Vehicle ~~selling,~~gross ~~general~~profit ~~and~~of ~~administrative expenses increased~~ $730,~~102~~180 for the three months ended ~~April~~October 3031, 2024 compared to the three months ended ~~April~~October 3031, 2023 ~~and~~was ~~included~~primarily andue ~~increase~~to ~~in sales-related travel, advertising and promotional costs of $1,235 in correlation with~~ the ~~increase~~decrease in European Recreational Vehicle net sales, and anthe ~~increase~~decrease ~~of $1,798~~ in ~~professional~~the ~~fees.~~gross ~~The~~profit ~~increase~~percentage inis ~~European~~due ~~Recreational Vehicle net sales and income before income taxes also caused related commissions, incentive and other compensation~~ to ~~increase~~the ~~by $1,022. The~~ increase in the ~~overall~~cost ~~selling,~~of ~~general~~products ~~and~~sold ~~administrative expense as a~~ percentage ~~of European Recreational Vehicle net sales is primarily due to the increase in professional fees~~ noted above.

~~The increase in~~ European Recreational Vehicle ~~income~~selling, ~~before~~general ~~income~~and ~~taxes~~administrative ofexpenses increased just $~~4,981~~38 for the three months ended ~~April~~October 3031, 2024 compared to the three months ended ~~April~~October 3031, 2023 ~~was~~and ~~primarily~~there ~~due~~were tono ~~the~~changes of significance within its major cost components. The increase in the overall selling, general and administrative expense as a percentage of European Recreational Vehicle net sales. ~~The~~is ~~primary~~due ~~reason~~to ~~for~~ the ~~slight~~ decrease in ~~percentage~~European ~~was~~Recreational Vehicle net sales primarily increasing the ~~increase~~employee incompensation and benefits and the ~~selling~~advertising and promotions cost percentages, ~~general~~which ~~and~~are ~~administrative~~generally ~~expense~~more ~~percentage~~fixed ~~noted~~costs ~~above~~in nature.

41The decrease in European Recreational Vehicle income before income taxes of $27,590 for the three months ended October 31, 2024 compared to the three months ended October 31, 2023 was primarily due to the decrease in European Recreational Vehicle net sales, and the primary reasons for the decrease in percentage were the increases in both the cost of products sold and selling, general and administrative expense percentages noted above.

~~Nine Months Ended April 30, 2024 Compared to the Nine Months Ended April 30, 2023~~ 35

NET SALES:	Nine Months EndedApril 30, 2024		Nine Months EndedApril 30, 2023		ChangeAmount		%Change
Recreational vehicles
North American Towable	$	2,747,815	$	3,271,967	$	(524,152)	(16.0)
North American Motorized	1,928,531		2,658,042		(729,511)		(27.4)
Total North America	4,676,346		5,930,009		(1,253,663)		(21.1)
European	2,421,556		2,017,991		403,565		20.0
Total recreational vehicles	7,097,902		7,948,000		(850,098)		(10.7)
Other	581,682		598,671		(16,989)		(2.8)
Intercompany eliminations	(170,343)		(163,132)		(7,211)		(4.4)
Total	$	7,509,241	$	8,383,539	$	(874,298)	(10.4)

# OF UNITS:
Recreational vehicles
North American Towable	84,258	81,941	2,317	2.8
North American Motorized	14,984	19,791	(4,807)	(24.3)
Total North America	99,242	101,732	(2,490)	(2.4)
European	40,335	38,131	2,204	5.8
Total	139,577	139,863	(286)	(0.2)

GROSS PROFIT:			% ofSegment Net Sales			% ofSegment Net Sales	ChangeAmount		%Change
Recreational vehicles
North American Towable	$	310,011	11.3	$	392,717	12.0	$	(82,706)	(21.1)
North American Motorized	211,866		11.0	386,254		14.5	(174,388)		(45.1)
Total North America	521,877		11.2	778,971		13.1	(257,094)		(33.0)
European	405,068		16.7	312,075		15.5	92,993		29.8
Total recreational vehicles	926,945		13.1	1,091,046		13.7	(164,101)		(15.0)
Other, net	123,686		21.3	111,002		18.5	12,684		11.4
Total	$	1,050,631	14.0	$	1,202,048	14.3	$	(151,417)	(12.6)

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational vehicles
North American Towable	$	184,717	6.7	$	192,181	5.9	$	(7,464)	(3.9)
North American Motorized	103,756		5.4	142,475		5.4	(38,719)		(27.2)
Total North America	288,473		6.2	334,656		5.6	(46,183)		(13.8)
European	221,119		9.1	192,942		9.6	28,177		14.6
Total recreational vehicles	509,592		7.2	527,598		6.6	(18,006)		(3.4)
Other	56,549		9.7	50,592		8.5	5,957		11.8
Corporate	98,395		—	82,221		—	16,174		19.7
Total	$	664,536	8.8	$	660,411	7.9	$	4,125	0.6

INCOME (LOSS) BEFORE INCOME TAXES:	Nine Months EndedApril 30, 2024		% ofSegment Net Sales	Nine Months EndedApril 30, 2023		% ofSegment Net Sales	ChangeAmount		%Change
Recreational vehicles
North American Towable	$	118,319	4.3	$	181,471	5.5	$	(63,152)	(34.8)
North American Motorized	96,684		5.0	234,163		8.8	(137,479)		(58.7)
Total North America	215,003		4.6	415,634		7.0	(200,631)		(48.3)
European	144,206		6.0	77,948		3.9	66,258		85.0
Total recreational vehicles	359,209		5.1	493,582		6.2	(134,373)		(27.2)
Other, net	35,650		6.1	30,004		5.0	5,646		18.8
Corporate	(173,033)		—	(156,146)		—	(16,887)		(10.8)
Total	$	221,826	3.0	$	367,440	4.4	$	(145,614)	(39.6)

CONSOLIDATED

Consolidated net sales for the nine months ended April 30, 2024 decreased $874,298, or 10.4%, compared to the nine months ended April 30, 2023. The decrease in consolidated net sales is primarily due to lower current dealer and consumer demand in comparison to demand in the prior-year period, primarily in the North American Towable and Motorized segments. Approximately 32.2% of the Company’s net sales for the nine months ended April 30, 2024 were transacted in a currency other than the U.S. dollar. The Company’s most material exchange rate exposure is sales in Euros. The decrease in consolidated net sales includes an increase of $77,181 from the change in currency exchange rates between the two periods. To determine this impact, net sales transacted in currencies other than U.S. dollars have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative periods.

Consolidated gross profit for the nine months ended April 30, 2024 decreased $151,417 compared to the nine months ended April 30, 2023. Consolidated gross profit was 14.0% of consolidated net sales for the nine months ended April 30, 2024 and 14.3% for the nine months ended April 30, 2023. The decreases in consolidated gross profit and the consolidated gross profit percentage were both primarily due to the impact of the decrease in consolidated net sales in the current-year period compared to the prior-year period and an increase in sales discounting.

Selling, general and administrative expenses for the nine months ended April 30, 2024 increased $4,125, or 0.6%, compared to the nine months ended April 30, 2023, which included decreases due to the 10.4% decrease in consolidated net sales and the decrease in income before income taxes, which resulted in lower commissions and other incentive compensation, and a decrease in net costs related to the ongoing investigation of the Company’s advertising practices in Germany and a product recall as discussed in Note 14 to the Condensed Consolidated Financial Statements. These decreases were more than offset by other cost increases, which included third-party fees related to the debt refinancing in the second quarter of fiscal 2024, research and development costs, dealer settlement and repurchase costs as well as increased advertising and promotion costs.

The decrease of $145,614, or 39.6%, in income before income taxes for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023 was primarily driven by the decrease in consolidated net sales noted above.

The overall effective income tax rate for the nine months ended April 30, 2024 was 21.6% compared with 23.0% for the nine months ended April 30, 2023. The primary reason for the decrease relates to the favorable impact of the terms of the resolution of certain matters discussed in Note 14 to the Condensed Consolidated Financial Statements during the nine months ended April 30, 2024, as the Company expects certain payments made related to these matters to be deductible for tax purposes.

The $16,174 increase in Corporate costs included in selling, general and administrative expenses for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023 includes an increase of $9,112 in legal and professional fees, primarily related to third-party fees of $7,175 incurred with the debt refinancing discussed in Note 12 to the Condensed Consolidated Financial Statements. The $16,174 increase also includes an increase in deferred compensation expense of $6,606 due to market value fluctuations between the two periods, an increase in innovation-led research and development costs of $7,260 and an increase in stock-based and other compensation costs of $6,479. These increases were partially offset by income of $16,900 related to the legal and recall matters discussed in Note 14 to the Condensed Consolidated Financial Statements.

The $713 increase in net expense in Corporate interest and other income and expense for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023 includes a decrease of $10,009 in non-cash foreign currency gains on certain Euro-denominated loans in the current-year period as compared to the prior-year period. In addition, operating losses related to our Roadpass Digital joint venture as discussed in Note 8 to the Condensed Consolidated Financial Statements were $6,282 larger in the current-year period as compared to the prior-year period, primarily due to the current period including nine months of results as compared to four months in the prior-year period. These net expense increases were mostly offset by favorable changes of $6,223 in the fair value of the Company's deferred compensation plan assets and $4,599 in the fair value of certain other equity investments, both due to market value fluctuations between the two periods. Net interest expense also decreased by $7,856, in spite of the one-time debt refinancing fees incurred in the second quarter of fiscal 2024, due to increased interest income received from higher average cash balances held and higher interest income rates combined with lower debt interest expense, primarily due to lower average debt balances outstanding.

Segment Reporting

NORTH AMERICAN TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023:

	Nine Months EndedApril 30, 2024		% ofSegmentNet Sales	Nine Months EndedApril 30, 2023		% ofSegmentNet Sales	Change Amount		%Change
NET SALES:
North American Towable
Travel Trailers	$	1,811,215	65.9	$	2,030,451	62.1	$	(219,236)	(10.8)
Fifth Wheels	936,600		34.1	1,241,516		37.9	(304,916)		(24.6)
Total North American Towable	$	2,747,815	100.0	$	3,271,967	100.0	$	(524,152)	(16.0)
	Nine Months EndedApril 30, 2024		% ofSegmentShipments	Nine Months EndedApril 30, 2023		% ofSegmentShipments	Change Amount		%Change
# OF UNITS:
North American Towable
Travel Trailers	68,808		81.7	63,106		77.0	5,702		9.0
Fifth Wheels	15,450		18.3	18,835		23.0	(3,385)		(18.0)
Total North American Towable	84,258		100.0	81,941		100.0	2,317		2.8
IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									%Change
North American Towable
Travel Trailers									(19.8)
Fifth Wheels									(6.6)
Total North American Towable									(18.8)

The decrease in total North American Towable net sales of 16.0% compared to the prior-year period resulted from a 2.8% increase in unit shipments and a 18.8% decrease in the overall net price per unit due to the combined impact of changes in product mix and price. The increase in unit shipments is primarily due to the recent heightened seasonal demand for the lower cost travel trailer units as compared to the prior-year period. According to statistics published by RVIA, for the nine months ended April 30, 2024, combined North American travel trailer and fifth wheel wholesale unit shipments increased 5.5% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the nine-month periods ended March 31, 2024 and 2023, our North American market share for travel trailers and fifth wheels combined was 40.5% and 42.1%, respectively. Comparisons of Company shipments to industry shipments on an interim basis would not necessarily be indicative of the results expected for a full fiscal year.

The decreases in the overall net price per unit within the travel trailer product line of 19.8% and the fifth wheel product line of 6.6% were primarily due to the combined impact of sales price reductions due to lower input costs, higher sales discounting levels and product mix changes trending toward more moderately-priced units as compared to the prior-year period.

North American Towable cost of products sold decreased $441,446 to $2,437,804, or 88.7% of North American Towable net sales, for the nine months ended April 30, 2024 compared to $2,879,250, or 88.0% of North American Towable net sales, for the nine months ended April 30, 2023. Changes in material, labor, freight-out and warranty costs comprised $421,175 of the $441,446 decrease in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American Towable net sales were 80.4% for the nine months ended April 30, 2024 compared to the same 80.4% for the nine months ended April 30, 2023, as a decrease in the material cost percentage was offset by modest increases in the labor and warranty percentages. Total manufacturing overhead decreased $20,271 in correlation with the decrease in sales but increased as a percentage of North American Towable net sales from 7.6% to 8.3%, as the decreased net sales levels resulted in higher overhead costs per unit sold.

The decrease of $82,706 in North American Towable gross profit for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023 was driven by the decrease in net sales, and the decrease in the gross profit percentage is due to the increase in the cost of products sold percentage noted above.

The decrease of $7,464 in North American Towable selling, general and administrative expenses for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023 includes the impact of the decrease in North American Towable net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by $13,827. These decreases were mostly offset by an increase of $10,985 in professional fees and related settlement and RV repurchase costs. The increase in the overall selling, general and administrative expense as a percentage of North American Towable net sales is primarily due to the decrease in net sales.

The decrease of $63,152 in North American Towable income before income taxes for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023 was primarily due to the decrease in North American Towable net sales, and the primary reasons for the decrease in percentage were the increases in the cost of products sold and selling, general and administrative expense percentages noted above.

NORTH AMERICAN MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023:

	Nine Months EndedApril 30, 2024		% ofSegmentNet Sales	Nine Months EndedApril 30, 2023		% ofSegmentNet Sales	ChangeAmount		%Change
NET SALES:
North American Motorized
Class A	$	597,559	31.0	$	887,678	33.4	$	(290,119)	(32.7)
Class C	922,388		47.8	1,216,537		45.8	(294,149)		(24.2)
Class B	408,584		21.2	553,827		20.8	(145,243)		(26.2)
Total North American Motorized	$	1,928,531	100.0	$	2,658,042	100.0	$	(729,511)	(27.4)
	Nine Months EndedApril 30, 2024		% ofSegmentShipments	Nine Months EndedApril 30, 2023		% ofSegmentShipments	ChangeAmount		%Change
# OF UNITS:
North American Motorized
Class A	2,995		20.0	4,326		21.9	(1,331)		(30.8)
Class C	8,451		56.4	10,844		54.8	(2,393)		(22.1)
Class B	3,538		23.6	4,621		23.3	(1,083)		(23.4)
Total North American Motorized	14,984		100.0	19,791		100.0	(4,807)		(24.3)
IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									%Change
North American Motorized
Class A									(1.9)
Class C									(2.1)
Class B									(2.8)
Total North American Motorized									(3.1)

The decrease in total North American Motorized net sales of 27.4% compared to the prior-year period resulted from a 24.3% decrease in unit shipments and a 3.1% decrease in the overall net price per unit due to the combined impact of changes in product mix and price, which included elevated sales discounts compared to the prior-year period. The decrease in unit shipments is primarily due to a softening in current dealer and consumer demand in comparison with the demand in the prior-year period, which included independent dealer restocking of certain motorized products. According to statistics published by RVIA, for the nine months ended April 30, 2024, combined North American motorhome wholesale unit shipments decreased 23.8% compared to the same period last year. According to statistics published by Stat Surveys, for the nine-month periods ended March 31, 2024 and 2023, our North American market share for motorhomes was 48.2% and 47.4%, respectively. Comparisons of Company shipments to industry shipments on an interim basis would not necessarily be indicative of the results expected for a full fiscal year.

The decreases in the overall net price per unit within the Class A product line of 1.9%, the Class C product line of 2.1% and the Class B product line of 2.8% were all primarily due to higher discounting levels since the prior-year period and consumers trending toward more moderately-priced units compared to the prior-year period.

North American Motorized cost of products sold decreased $555,123 to $1,716,665, or 89.0% of North American Motorized net sales, for the nine months ended April 30, 2024 compared to $2,271,788, or 85.5% of North American Motorized net sales, for the nine months ended April 30, 2023. Changes in material, labor, freight-out and warranty costs comprised $524,625 of the $555,123 decrease. Material, labor, freight-out and warranty costs as a combined percentage of North American Motorized net sales increased to 82.9% for the nine months ended April 30, 2024 compared to 79.9% for the nine months ended April 30, 2023, with the increase due to an increase in the material cost percentage, primarily due to higher sales discounting, which effectively decreases net selling prices and correspondingly increases the material cost percentage, as well as increased chassis costs. Total manufacturing overhead decreased $30,498 with the decrease in net sales but increased as a percentage of North American Motorized net sales from 5.6% to 6.1% as the decrease in net sales levels resulted in higher overhead costs per unit sold.

The decrease of $174,388 in North American Motorized gross profit for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023 was driven by the decrease in net sales, while the decrease in the gross profit percentage is due to the increase in the cost of products sold percentage noted above.

The decrease of $38,719 in North American Motorized selling, general and administrative expenses for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023 is primarily due to the decreases in North American Motorized net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by $38,584.

The decrease of $137,479 in North American Motorized income before income taxes for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023 was primarily due to the decrease in North American Motorized net sales, and the primary reason for the decrease in percentage was the increase in the cost of products sold percentage noted above.

EUROPEAN RECREATIONAL VEHICLES

Analysis of the change in net sales for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023:

	Nine Months EndedApril 30, 2024		% ofSegmentNet Sales	Nine Months EndedApril 30, 2023		% ofSegmentNet Sales	Change Amount		%Change
NET SALES:
European
Motorcaravan	$	1,263,814	52.2	$	901,926	44.7	$	361,888	40.1
Campervan	755,783		31.2	648,717		32.1	107,066		16.5
Caravan	180,093		7.4	272,521		13.5	(92,428)		(33.9)
Other	221,866		9.2	194,827		9.7	27,039		13.9
Total European	$	2,421,556	100.0	$	2,017,991	100.0	$	403,565	20.0
	Nine Months EndedApril 30, 2024		% ofSegmentShipments	Nine Months EndedApril 30, 2023		% ofSegmentShipments	Change Amount		%Change
# OF UNITS:
European
Motorcaravan	16,714		41.4	12,523		32.8	4,191		33.5
Campervan	16,316		40.5	13,853		36.3	2,463		17.8
Caravan	7,305		18.1	11,755		30.9	(4,450)		(37.9)
Total European	40,335		100.0	38,131		100.0	2,204		5.8

IMPACT OF CHANGES IN FOREIGN CURRENCY, PRODUCT MIX AND PRICE ON NET SALES:
	Foreign Currency %	Mix and Price %	%Change
European
Motorcaravan	3.8	2.8	6.6
Campervan	3.8	(5.1)	(1.3)
Caravan	3.8	0.2	4.0
Total European	3.8	10.4	14.2

The increase in total European Recreational Vehicle net sales of 20.0% compared to the prior-year period resulted from increases of 5.8% in unit shipments and 14.2% in the overall net price per unit due to the total combined impact of changes in foreign currency, product mix and price. The increase in European Recreational Vehicle net sales of $403,565 includes an increase of $77,181, or 3.8% of the 20.0% increase, due to the increase in foreign exchange rates since the prior-year period. Sales on a constant-currency basis increased by 16.2%.

The overall net price per unit increase of 14.2% includes an increase of 3.8% due to the impact of foreign currency exchange rate changes and a constant-currency increase of 10.4% due to the combined impact of product mix and selling price increases, primarily due to the much higher concentration of Motorcaravan sales in the current-year period due primarily to improved supply of chassis and other components in the current-year period compared to the prior-year period.

The constant-currency increases in the overall net price per unit within the Motorcaravan product line of 2.8% and the Caravan product line of 0.2% were primarily due to the impact of selling price increases and product mix changes. The constant-currency decrease in the overall net price per unit within the Campervan product line of 5.1% was primarily due to the impact of product mix changes and increased sales discounting. In addition, the current-year period included a higher concentration of Campervan units with a customer-supplied chassis that is not included in the unit sales price as opposed to a purchased chassis that is included in the unit sales price.

European Recreational Vehicle cost of products sold increased $310,572 to $2,016,488, or 83.3% of European Recreational Vehicle net sales, for the nine months ended April 30, 2024 compared to $1,705,916, or 84.5% of European Recreational Vehicle net sales, for the nine months ended April 30, 2023. Changes in material, labor, freight-out and warranty costs comprised $268,517 of the $310,572 increase. Material, labor, freight-out and warranty costs as a combined percentage of European Recreational Vehicle net sales decreased to 72.7% for the nine months ended April 30, 2024 compared to 73.9% for the nine months ended April 30, 2023, with the decrease primarily due to a decrease in the material cost percentage due to net selling price increases and product mix changes. The labor and warranty cost percentages also improved. Total manufacturing overhead increased with the increase in European Recreational Vehicle net sales but remained consistent as a percentage of European Recreational Vehicle net sales at 10.6% for both periods.

The increase of $92,993 in European Recreational Vehicle gross profit for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023 was primarily due to the increase in European Recreational Vehicle net sales and the decrease in the cost of products sold percentage noted above.

The increase of $28,177 in European Recreational Vehicle selling, general and administrative expenses for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023 was primarily due to the increase in European Recreational Vehicle net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by $8,403. Sales-related travel and advertising and promotional costs also increased $10,163, primarily due to increased display space at the annual Dusseldorf show and attending more regional shows in comparison to the prior-year period. An increase in the foreign exchange rates in the current period as compared to the prior-year period also contributed to the overall increase.

The increase of $66,258 in European Recreational Vehicle income before income taxes for the nine months ended April 30, 2024 compared to the nine months ended April 30, 2023 was primarily due to the increase in European Recreational Vehicle net sales. The primary reasons for the increase in percentage were the decreases in both the cost of products sold and selling, general and administrative expense percentages noted above. Amortization expense was also 0.4% lower as a percentage of sales in the current year compared to the prior-year period.

Liquidity and Capital Resources

As of ~~April~~October 3031, 2024, we had $~~371~~445,~~819~~222 in cash and cash equivalents, of which $~~264~~292,~~541~~653 was held in the U.S. and the equivalent of $~~107~~152,~~278~~569, predominantly in Euros, was held in Europe, compared to $~~441~~501,~~232~~316 on July 31, ~~2023~~2024, of which $~~338~~373,~~703~~031 was held in the U.S. and the equivalent of $~~102~~128,~~529~~285, predominantly in Euros, was held in Europe. Cash and cash equivalents held internationally may be subject to foreign withholding taxes if repatriated to the UUnited States.S. The components of the $6956,~~413~~094 decrease in cash and cash equivalents are described in more detail below, but the decrease was primarily attributable to cash provided by operations of $~~207~~30,~~532~~740 ~~being~~less ~~more than offset by~~ cash used in ~~investing~~financing activities of $~~102~~64,~~889~~620 and cash used in ~~financing~~investing activities of $~~173~~25,~~327~~342.

Net working capital at ~~April~~October 3031, 2024 was $1,~~131~~051,~~154~~459 compared to $1,~~077~~083,~~098~~005 at July 31, ~~2023~~2024. Capital expenditures of $~~106~~25,~~069~~273 for the ~~nine~~three months ended ~~April~~October 3031, 2024 were made primarily for production building additions and improvements and replacing machinery and equipment used in the ordinary course of business.

We strive to maintain adequate cash balances to ensure we have sufficient resources to respond to opportunities and changing business conditions. In addition, the unused availability under our revolving asset-based credit facility is generally available to the Company for general operating purposes and approximated $~~998~~865,000 at ~~April~~October 3031, 2024. We believe our on-hand cash and cash equivalents and funds generated from operations, along with funds available under the revolving asset-based credit facility, will be sufficient to fund expected operational requirements for the foreseeable future.

Our priorities for the use of current and future available cash generated from operations remain consistent with our history, and include reducing our indebtedness, maintaining and, over time, growing our dividend payments and funding our growth, both organically and, opportunistically, through acquisitions. We may also consider strategic and opportunistic repurchases of shares of THOR stock under the share repurchase authorizations as discussed in Note 16 to the Condensed Consolidated Financial Statements, and special dividends based upon market and business conditions and excess cash availability, subject to potential customary limits and restrictions pursuant to our credit facilities, applicable legal limitations and determination by the Company's Board of Directors ("Board"). We believe our on-hand cash and cash equivalents and funds generated from operations will be sufficient to fund expected cash dividend payments and share repurchases for the foreseeable future.

49Our current estimate of committed and internally approved capital spend for the remainder of fiscal 2025 is approximately $200,000, primarily for certain building projects and certain automation projects, as well as replacing and upgrading machinery, equipment and other assets throughout our facilities to be used in the ordinary course of business. We anticipate approximately two-thirds will be in North America and one-third in Europe, and that these expenditures will be funded by cash provided by our operating activities.

Our ~~current~~Board ~~estimate~~currently ofintends ~~committed~~to ~~and~~continue ~~internally~~regular ~~approved~~quarterly ~~capital~~cash ~~spend~~dividend ~~for~~payments in the ~~remainder~~future. ofAs ~~fiscal~~is ~~2024~~customary isunder ~~$35~~credit facilities,~~000~~ certain actions, ~~primarily~~including ~~for~~our ability to pay dividends, are subject to the satisfaction of certain ~~building~~conditions ~~projects~~prior to payment. The conditions for the payment of dividends under the existing debt facilities include a minimum level of adjusted excess cash availability and ~~certain~~a ~~automation~~fixed ~~projects~~charge coverage ratio test, both as ~~well~~defined asin ~~replacing~~the credit agreements. The declaration of future dividends and ~~upgrading~~the ~~machinery~~establishment of the per share amounts, ~~equipment~~record dates and ~~other~~payment ~~assets~~dates ~~throughout~~for ~~our~~any ~~facilities~~such future dividends are subject to bethe ~~used~~determination inof the ~~ordinary~~Board, ~~course~~and ofwill ~~business.~~be Wedependent ~~anticipate~~upon ~~that~~future ~~these~~earnings, ~~expenditures~~cash ~~will~~flows beand ~~funded~~other byfactors, ~~cash~~in ~~provided~~addition byto ~~our~~compliance ~~operating~~with ~~activities~~any then-existing financing facilities.

The Company’s Board currently intends to continue regular quarterly cash dividend payments in the future. As is customary under credit facilities, certain actions, including our ability to pay dividends, are subject to the satisfaction of certain conditions prior to payment. The conditions for the payment of dividends under the existing debt facilities include a minimum level of adjusted excess cash availability and a fixed charge coverage ratio test, both as defined in the credit agreements. The declaration of future dividends and the establishment of the per share amounts, record dates and payment dates for any such future dividends are subject to the determination of the Board, and will be dependent upon future earnings, cash flows and other factors, in addition to compliance with any then-existing financing facilities.

Operating Activities

Net cash provided by operating activities for the ~~nine~~three months ended ~~April~~October 3031, 2024 was $~~207~~30,~~532~~740 as compared to net cash provided by operating activities of $~~474~~59,~~120~~668 for the ~~nine~~three months ended ~~April~~October 3031, 2023.

For the ~~nine~~three months ended ~~April~~October 3031, 2024, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles and stock-based compensation) provided $~~392~~76,~~784~~854 of operating cash. The change in net working capital resulted in athe ~~net~~ use of $~~185~~46,~~252~~114 of operating cash during that period, primarily due to ~~a seasonal increase in trade accounts receivable, required income tax payments during~~ the ~~period~~decreases ~~exceeding the income tax provision for the period, and a decrease~~ in certain accrued liabilities as athe ~~result~~impacts of the ~~reduction~~changes in ~~sales~~accounts receivable and ~~production~~accounts ~~when~~payable ~~compared~~mostly tooffset ~~the~~each ~~prior-year period~~other.

For the ~~nine~~three months ended ~~April~~October 3031, 2023, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles and stock-based compensation) provided $~~511~~138,~~534~~101 of operating cash. The change in net working capital resulted in the use of $3778,~~414~~433 of operating cash during that period, primarily due to an increase in RV finished goods inventory.

Investing Activities

Net cash used in investing activities for the ~~nine~~three months ended ~~April~~October 3031, 2024 was $~~102~~25,~~889~~342, primarily due to capital expenditures of $~~106~~25,~~069~~273.

Net cash used in investing activities for the ~~nine~~three months ended ~~April~~October 3031, 2023 was $~~171~~51,~~562~~062, primarily due to capital expenditures of $~~150~~38,~~466~~211.

Financing Activities

Net cash used in financing activities for the ~~nine~~three months ended ~~April~~October 3031, 2024 was $~~173~~64,~~327~~620, ~~which~~primarily ~~included borrowings of $113,502 on the asset-based credit facility~~ for ~~temporary working capital needs and subsequent~~ payments ~~of $111,555~~ on the ~~asset~~term-~~based~~loan credit ~~facility.~~facilities ~~In addition, borrowings~~ of $~~186~~60,~~723~~000. ~~were~~During ~~made in connection with~~ the ~~debt~~first ~~refinancing~~quarter asof ~~discussed~~fiscal in2025, ~~Note 12 to~~ the ~~Condensed~~Board ~~Consolidated~~approved ~~Financial Statements,~~ and ~~payments~~declared ~~totaling $227,626 were made on~~ the ~~term-loan~~payment ~~credit facilities,~~ of ~~which~~a ~~$127,626 was paid in connection with the debt refinancing. Treasury share repurchases of $43,034 were made and~~ regular quarterly dividend ~~payments~~ of $0.4850 per share for ~~each of~~ the first ~~three~~quarter ~~quarters~~ of fiscal ~~2024~~2025, ~~were~~but ~~also~~this ~~made~~dividend, totaling $7626,~~730~~551, was not paid until the second quarter of fiscal 2025.

Net cash used in financing activities for the ~~nine~~three months ended ~~April~~October 3031, 2023 was $~~266~~19,~~068~~153, ~~including~~which ~~payments~~included borrowings of $5053,~~000~~449 on the asset-based credit facility and payments of $~~102~~51,~~355~~925 on the ~~term~~asset-~~loan~~based credit ~~facilities~~facility, in addition to treasury share ~~repurchases~~purchases of $4230,~~007~~037. ~~Regular~~During the first quarter of fiscal 2024, the Board approved and declared the payment of a regular quarterly dividend ~~payments~~ of $0.4548 per share for ~~each of~~ the first ~~three~~quarter ~~quarters~~ of fiscal ~~2023~~2024, ~~were~~but ~~also~~this ~~made~~dividend, totaling $7125,~~978~~539, was not paid until the second quarter of fiscal 2024.

The Company increased its previous regular quarterly dividend of $0.4548 per share to $0.4850 per share in October ~~2023~~2024. In October ~~2022~~2023, the Company increased its previous regular quarterly dividend of $0.4345 per share to $0.4548 per share.

5037

Accounting Standards

See Note 1 in the Notes to the Condensed Consolidated Financial Statements included in Item 1 of Part 1 of this Quarterly Report on Form 10-Q.

Critical Accounting Estimates

For a discussion of our critical accounting estimates, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 and the notes to our Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended July 31, ~~2023~~2024. There have been no material changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended July 31, ~~2023~~2024.

5138

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from changes in foreign currency exchange rates and interest rates. At times, the Company enters into hedging transactions to mitigate certain of these risks in accordance with guidelines established by the Company’'s management. The Company does not use financial instruments for trading or speculative purposes.

CURRENCY EXCHANGE RISK – The Company’s principal currency exposures mainly relate to the Euro and British Pound Sterling. The Company periodically uses foreign currency forward contracts to manage certain foreign exchange rate exposure related to anticipated sales transactions in Pounds Sterling with financial instruments whose maturity date, along with the realized gain or loss, occurs on or near the execution of the anticipated transaction.

The Company also holds $~~413~~386,~~795~~397 of debt denominated in Euros at ~~April~~October 3031, 2024. A hypothetical 10% change in the Euro/U.S. ~~Dollar~~dollar exchange rate would change our ~~April~~October 3031, 2024 debt balance by approximately $4138,~~380~~640.

INTEREST RATE RISK – Based on our assumption of the Company’s floating-rate debt levels over the next 12 months, a one-percentage-point increase in interest rates (approximately 1315.14% of our weighted-average interest rate at ~~April~~October 3031, 2024) would result in an estimated $75,~~112~~434 reduction in income before income taxes over a one-year period.

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains “disclosure controls and procedures,” as such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and our management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company has carried out an evaluation, as of the end of the period covered by this report, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at attaining the level of reasonable assurance noted above.

During the quarter ended ~~April~~October 3031, 2024, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

5239

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

No director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K) during the three months ended April 30, 2024.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is involved in certain litigation arising out of its operations in the normal course of its business, most of which is based upon state “lemon laws,” warranty claims and vehicle accidents (for which the Company carries insurance above a specified self-insured retention or deductible amount). The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated. In management’s opinion, the ultimate disposition of any current legal proceedings or claims against the Company will not have a material effect on the Company’s financial condition, operating results or cash flows. Litigation is, however, inherently uncertain and an adverse outcome from such litigation could have a material effect on the operating results of a particular reporting period.

ITEM 1A. RISK FACTORS

~~Although~~Before ~~risks~~deciding ~~specific~~to invest in our Company, in addition to the ~~supply~~other ~~chain~~information ~~disruptions~~contained ~~are~~in ~~ongoing,~~our Annual Report on Form 10-K and ~~macroeconomic~~other ~~issues~~information ~~like~~set ~~general~~forth ~~inflation~~in this Quarterly Report on Form 10-Q, asyou ~~well~~should ascarefully ~~certain~~consider ~~geopolitical~~the ~~events~~factors discussed in Part I, ~~including~~"Item ~~military~~1A. ~~conflicts~~Risk Factors" in our Annual Report on Form 10-K for the year ended July 31, ~~remain~~2024, atwhich ~~this~~could ~~point~~materially ~~there~~and ~~have~~adversely ~~been~~affect noour ~~material~~business, ~~changes~~financial incondition, ~~those~~prospects, ~~risks~~results orof ~~any~~operations ~~others~~and ~~from~~cash flows. In such case, the ~~risk~~trading ~~factors~~price ~~previously~~of ~~disclosed~~our incommon ~~Part~~stock Icould decline, ~~Item~~and 1Ayou could lose all or part of your investment. The risks described in our most recent Annual Report on Form 10-K ~~for~~are not the ~~fiscal~~only ~~year~~risks ~~ended~~we ~~July~~face. 31Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially affect our business, ~~2023~~financial condition, results of operations and prospects.

54ITEM 5. OTHER INFORMATION

~~ITEM~~Rule 2.10b5-1 ~~UNREGISTERED~~Trading ~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Arrangements

~~During~~No ~~the~~director ~~three~~or ~~months~~officer ~~ended~~of ~~April 30, 2024,~~ the Company ~~used~~adopted ~~$12,997~~or toterminated ~~purchase~~a ~~shares~~Rule of10b5-1 ~~common~~trading ~~stock~~arrangement ~~under~~or ~~its~~“non-Rule ~~share~~10b5-1 ~~repurchase~~trading ~~authorizations.~~arrangement” ~~The~~(as ~~Company’s~~defined ~~total~~in ~~remaining~~Item ~~authorizations~~408 ~~for~~of ~~common~~Regulation ~~stock~~S-K) ~~repurchases~~during ~~was~~the ~~$448,173~~three atmonths ~~April~~ended 30October 31, 2024.

~~A summary of the Company’s share repurchases during the three months ended April 30, 2024 is set forth below:~~40

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
2/1/24 – 2/29/24	—	$	—	—	$	461,170
3/1/24 – 3/31/24	—	$	—	—	$	461,170
4/1/24 – 4/30/24	126,754	$	102.54	126,754	$	448,173
	126,754			126,754

(1)On December 21, 2021, the Company’s Board of Directors authorized Company management to utilize up to $250,000 to repurchase shares of the Company’s common stock through December 21, 2024. On June 24, 2022, the Board authorized Company management to utilize up to an additional $448,321 to repurchase shares of the Company’s common stock through July 31, 2025. Under the two share repurchase authorizations, the Company is authorized to repurchase, on a discretionary basis and from time-to-time, outstanding shares of its common stock in the open market, in privately negotiated transactions or by other means. The timing and amount of share repurchases will be determined at the discretion of the Company’s management team based upon the market price of the stock, management's evaluation of general market and economic conditions, cash availability and other factors. The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under this program. During the three months ended April 30, 2024, the Company purchased 126,754 shares of its common stock, at various times in the open market, at a weighted-average price of $102.54 and held them as treasury shares at an aggregate purchase price of $12,997, with 125,318 shares, or $12,849, coming from the December 21, 2021 authorization and 1,436 shares, or $148, coming from the June 24, 2022 authorization. During the nine months ended April 30, 2024, the Company purchased 454,630 shares of its common stock, at various times in the open market, at a weighted-average price of $94.66 and held them as treasury shares at an aggregate purchase price of $43,034, with 453,194 shares, or $42,886, coming from the December 21, 2021 authorization and 1,436 shares, or $148, coming from the June 24, 2022 authorization. Since the inception of the initial December 21, 2021 authorization, the Company has purchased 2,948,405 shares of its common stock, at various times in the open market, at a weighted-average price of $84.84 and held them as treasury shares at an aggregate purchase price of $250,148. As of April 30, 2024, there are no remaining shares of the Company's common stock that may be repurchased under the December 21, 2021 authorization. As of April 30, 2024, the remaining amount of the Company’s common stock that may be repurchased under the June 24, 2022 authorization expiring on July 31, 2025 is $448,173.

ITEM 6. EXHIBITS

Exhibit			Description
3.1			Thor Industries, Inc. Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K ~~filed~~dated ~~with the SEC on~~ December 20, 2018)
3.2			Thor Industries, Inc. Amended and Restated By-Laws, as amended (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K ~~filed~~dated ~~with the SEC on~~ December 20, 2018)
31.1			Chief Executive Officer’s Rule 13a-14(a) Certification
31.2			Chief Financial Officer’s Rule 13a-14(a) Certification
32.1			Chief Executive Officer’s Section 1350 Certification
32.2			Chief Financial Officer’s Section 1350 Certification
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Calculation Linkbase Document
101.PRE			Inline XBRL Taxonomy Presentation Linkbase Document
101.LAB			Inline XBRL Taxonomy Label Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
104			Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101)

Attached as Exhibits 101 to this report are the following financial statements from the Company'’s Quarterly ~~Report~~report on Form 10-Q for the quarter ended ~~April~~October 3031, 2024 formatted in XBRL (“eXtensible Business Reporting Language”): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Changes in Stockholders'’ Equity and (v) related notes to these financial statements.

5641

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

THOR INDUSTRIES, INC.

(Registrant)

DATE:	~~June~~December 54, 2024	/s/ Robert W. Martin
		Robert W. Martin
		President and Chief Executive Officer
DATE:	~~June~~December 54, 2024	/s/ Colleen Zuhl
		Colleen Zuhl
		Senior Vice President and Chief Financial Officer

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