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What changed in THOR INDUSTRIES INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of THOR INDUSTRIES INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+343 added−312 removedSource: 10-K (2025-09-24) vs 10-K (2024-09-24)

Top changes in THOR INDUSTRIES INC's 2025 10-K

343 paragraphs added · 312 removed · 273 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

46 edited+4 added−6 removed77 unchanged
Biggest changeLosses incurred related to repurchase agreements that were settled in fiscal 2024 totaled $7,107, and the losses incurred due to repurchases were not material in fiscal 2023 or fiscal 2022. 6 Backlog The backlogs for our North American Towable, North American Motorized and European Recreational Vehicle segments as of July 31, 2024 and July 31, 2023, respectively, were as follows: July 31, 2024 July 31, 2023 Change Amount % Change Recreational vehicles North American Towable $ 552,379 $ 756,047 $ (203,668) (26.9) North American Motorized 776,903 1,242,936 (466,033) (37.5) Total North America 1,329,282 1,998,983 (669,701) (33.5) European 1,950,793 3,549,660 (1,598,867) (45.0) Total $ 3,280,075 $ 5,548,643 $ (2,268,568) (40.9) The decrease in total North American backlog is primarily due to 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.
Biggest changeLosses incurred related to repurchase agreements that were settled in fiscal 2025 and fiscal 2023 were not material and totaled $7,107 in fiscal 2024. 6 Backlog The backlogs for our North American Towable, North American Motorized and European Recreational Vehicle segments as of July 31, 2025 and July 31, 2024, respectively, were as follows: July 31, 2025 July 31, 2024 Change Amount % Change Recreational vehicles North American Towable $ 525,014 $ 552,379 $ (27,365) (5.0) North American Motorized 1,004,620 776,903 227,717 29.3 Total North America 1,529,634 1,329,282 200,352 15.1 European 1,525,592 1,950,793 (425,201) (21.8) Total $ 3,055,226 $ 3,280,075 $ (224,849) (6.9) The increase in total North American Recreational Vehicle backlog is primarily due to an increase in North American Motorized backlog, which was adversely impacted at July 31, 2024 by lower retail sales and dealer and consumer concerns over the higher interest rates and carrying costs at that time.
Entegra Coach manufactures and sells Class A motorhomes under trade names such as Insignia , Aspire , Anthem and Cornerstone and Class A, Class B and Class C motorhomes under trade names such as Odyssey , Esteem and Emblem . 1 Keystone Keystone manufactures and sells conventional travel trailers and fifth wheels and includes the operations of Keystone, Dutchmen and CrossRoads.
Entegra Coach manufactures and sells Class A motorhomes under trade names such as Insignia , Aspire , Anthem and Cornerstone and Class A, Class C and Class B motorhomes under trade names such as Odyssey , Esteem and Emblem . 1 Keystone Keystone manufactures and sells conventional travel trailers and fifth wheels and includes the operations of Keystone, Dutchmen and CrossRoads.
Thor Motor Coach Thor Motor Coach manufactures and sells gasoline and diesel Class A, Class B and Class C motorhomes.
Thor Motor Coach Thor Motor Coach manufactures and sells gasoline and diesel Class A, Class C and Class B motorhomes.
Motorcaravans are similar to the Class A and Class C motorized products in the North American market. Motorcaravans include various types such as integrated, semi-integrated and alcove, and are generally constructed on light-duty truck chassis, supplied complete with engine and drivetrain components by chassis manufacturers such as Stellantis, Mercedes-Benz, Ford and Iveco.
Motorcaravans are similar to the Class A and Class C motorized products in the North American market. Motorcaravans include various types such as integrated, semi-integrated and alcove, and are generally constructed on light-duty truck chassis, supplied complete with engine and drivetrain components by chassis manufacturers such as Stellantis, Mercedes-Benz and Ford.
Changes typically include new sizes and floor plans, different decors or design features and engineering and technological improvements. 5 Seasonality Historically, since recreational vehicles were used primarily by vacationers and campers, our recreational vehicle sales tended to be seasonal and, in most geographical areas, tended to be lower during the winter months than in other periods.
Changes typically include new sizes and floor plans, different decors or design features and engineering and technological improvements. 5 Seasonality Historically, since recreational vehicles were used primarily by vacationers and campers, our recreational vehicle sales tend to be seasonal and, in most geographical areas, tend to be lower during the winter months than in other periods.
North American Recreational Vehicles For the fiscal years ended July 31, 2024, 2023 and 2022, THOR, through its operating subsidiaries, is the largest manufacturer of RVs in North America, by units sold and revenue, based on retail statistics published by Statistical Surveys, Inc. (“Stat Surveys”) and other reported data.
North American Recreational Vehicles For the fiscal years ended July 31, 2025, 2024 and 2023, THOR, through its operating subsidiaries, is the largest manufacturer of RVs in North America, by units sold and revenue, based on retail statistics published by Statistical Surveys, Inc. (“Stat Surveys”) and other reported data.
Erwin Hymer Group EHG manufactures towable and motorized recreational vehicles, including motorcaravans, caravans, campervans and urban vehicles in eight primary RV production locations within Europe. EHG produces and sells numerous brands primarily within Europe, such as Buccaneer, Buerstner, Carado, CrossCamp, Dethleffs, Elddis, Eriba, Etrusco, Hymer, Laika, LMC, Niesmann+Bischoff, Sunlight and Xplore.
Erwin Hymer Group EHG manufactures motorized and towable recreational vehicles, including motorcaravans, campervans, urban vehicles and caravans in nine primary RV production locations within Europe. EHG produces and sells numerous brands primarily within Europe, such as Buccaneer, Buerstner, Carado, CrossCamp, Dethleffs, Elddis, Eriba, Etrusco, Hymer, Laika, LMC, Niesmann+Bischoff, Sunlight and Xplore.
Approximately 53% of independent European dealers sell EHG brands exclusively. Each of our recreational vehicle operating subsidiaries has its own wholesale sales force that works directly with its independent dealers. Typically, there are wholesale shows held during the year in certain locations within the United States and Europe.
Approximately 49% of independent European dealers sell EHG brands exclusively. Each of our recreational vehicle operating subsidiaries has its own wholesale sales force that works directly with its independent dealers. Typically, there are wholesale shows held during the year in certain locations within the United States and Europe.
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, 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; • the financial health of our independent dealers and their ability to successfully manage through various economic 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; 10 • 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 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.
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 or market share while also managing associated costs, including labor-related costs and production capacity costs; • the level and magnitude of warranty and recall claims incurred; • the ability of our suppliers to financially support any defects in their products; • the financial health of our independent dealers and their ability to successfully manage through various economic conditions; • legislative, trade, 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 audits or 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; • the ability to realize anticipated benefits of strategic realignments or other reorganizational actions; • the level of 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; • 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, including confidential and personal information, from data breaches, cyber-attacks and/or network disruptions; 10 • 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 adverse weather conditions and/or weather-related events; • the impact of changing emissions and other related climate change regulations 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.
Barring any significant and longer-term material supply constraints, the existing backlogs of the North American Towable, North American Motorized and European Recreational Vehicle segments are generally expected to be filled in the remainder of calendar 2024 and the first half of calendar 2025.
Barring any significant and longer-term material supply constraints, the existing backlogs of the North American Towable, North American Motorized and European Recreational Vehicle segments are generally expected to be filled in the remainder of calendar 2025 and the first half of calendar 2026.
As of July 31, 2024, there were approximately 2,400 independent, non-franchise dealership locations carrying our products in the U.S. and Canada and approximately 1,100 dealership locations, of which two are Company-owned, carrying our products throughout Europe.
As of July 31, 2025, there were approximately 2,400 independent, non-franchise dealership locations carrying our products in the U.S. and Canada and approximately 1,100 dealership locations, of which two are Company-owned, carrying our products throughout Europe.
Airstream manufactures and sells travel trailers under the trade names Airstream Classic , Airstream Pottery Barn , Globetrotter , International , Tradewind, Flying Cloud , Caravel , Bambi and Basecamp . Airstream also sells the Interstate, Atlas and Rangeline series of Class B motorhomes.
Airstream manufactures and sells travel trailers under the trade names Airstream Classic , Globetrotter , International , Tradewind, Flying Cloud , Caravel , Bambi and Basecamp . Airstream also sells the Interstate, Atlas and Rangeline series of Class B motorhomes.
Keystone manufactures and sells conventional travel trailers and fifth wheels under trade names such as Montana , Springdale , Hideout , Sprinter , Outback , Arcadia , Bullet , Fuzion , Raptor , Passport, Cougar and Coleman , while the Dutchmen travel trailer and fifth wheel trade names include Kodiak , Aspen Trail , Astoria, Voltage and Colorado .
Keystone manufactures and sells conventional travel trailers and fifth wheels under trade names such as Montana , Springdale , Hideout , Sprinter , Outback , Arcadia , Bullet , Fuzion , Raptor , Reign, Passport, Sprout, Cougar and Coleman , while the Dutchmen travel trailer and fifth wheel trade names include Kodiak , Aspen Trail , Astoria, Denali, Voltage and Colorado .
We and our operating subsidiaries share a global commitment to all our stakeholders to foster an inclusive workplace where dignity and respect for team members is encouraged and where each team member is supported to achieve their maximum potential.
We and our operating subsidiaries share a global commitment to all our stakeholders to foster a workplace culture where dignity and respect for team members is encouraged and where each team member is supported to achieve their maximum potential.
As of July 31, 2024, approximately 250 of our North American employees were represented by certified labor organizations. Our European-based operations are subject to employee contracts, Works Councils and certain other labor organizations. We believe that we maintain a good working relationship with our employees.
As of July 31, 2025, approximately 230 of our North American employees were represented by certified labor organizations. Our European-based operations are subject to employee contracts, works councils and certain other labor organizations. We believe that we maintain a good working relationship with our employees.
In Europe, we continued to experience cost increases, supply shortages and delivery delays of other, non-chassis raw material components which negatively impacted the efficiency of our production in the current fiscal year.
In Europe, we continued to experience cost increases and intermittent supply shortages and delivery delays of other, non-chassis raw material components for some brands which negatively impacted the efficiency of our production in the current fiscal year.
Generally, our recreational vehicle operating subsidiaries each have separate dealer agreements. One dealer, FreedomRoads, LLC, accounted for approximately 14.0% of our consolidated net sales in fiscal 2024 and for approximately 13.0% in both fiscal 2023 and fiscal 2022.
Generally, our recreational vehicle operating subsidiaries each have separate dealer agreements. One dealer, FreedomRoads, LLC, accounted for approximately 14.0% of our consolidated net sales in fiscal 2025 and for approximately 14.0% and 13.0% in fiscal 2024 and fiscal 2023, respectively.
This dealer also accounted for approximately 10.0% of the Company’s consolidated trade accounts receivable at July 31, 2024 and approximately 13.0% at July 31, 2023. We generally do not finance dealer purchases.
This dealer also accounted for approximately 14.0% of the Company’s consolidated trade accounts receivable at July 31, 2025 and approximately 10.0% at July 31, 2024. We generally do not finance dealer purchases.
Our primary RV competitors within the European Recreational Vehicle segment are Trigano, Hobby/Fendt, Knaus Tabbert and various vehicle manufacturers. According to CIVD, EHG’s current European market share for the six months ended June 30, 2024 based on unit retail sales was approximately 25.3% for motorcaravans and campervans combined and approximately 18.3% for caravans.
Our primary RV competitors within the European Recreational Vehicle segment are Trigano, Hobby/Fendt, Knaus Tabbert and various vehicle manufacturers. According to CIVD, EHG’s current European market share for the six months ended June 30, 2025 based on unit retail sales was approximately 26.1% for motorcaravans and campervans combined and approximately 17.3% for caravans.
We are incorporated in Delaware and are the successor to a corporation of the same name which was incorporated in Nevada on July 29, 1980. Our principal executive office is located at 601 East Beardsley Avenue, Elkhart, Indiana 46514 and our telephone number is (574) 970-7460. Our Internet address is www.thorindustries.com .
We are incorporated in Delaware and are the successor to a corporation of the same name which was incorporated in Nevada on July 29, 1980. Our principal executive office is located at 52700 Independence Ct., Elkhart, Indiana 46514 and our telephone number is (574) 970-7460. Our Internet address is www.thorindustries.com .
Each of our operating subsidiaries, in both North America and Europe, has developed and maintain site-specific environmental health and safety plans that align with our overall goal of reducing risk and complying with safety laws, standards and regulations.
Each of our operating subsidiaries, in both the U.S. and Europe, has developed and maintain site-specific environmental health and safety plans that align with our overall goal of reducing risk and complying with safety laws, standards and regulations.
We are the largest recreational vehicle manufacturer in North America in terms of both units sold and revenue. According to Statistical Surveys, Inc., for the six months ended June 30, 2024, THOR’s current combined U.S. and Canadian market share based on unit retail sales was approximately 40.2% for travel trailers and fifth wheels combined and approximately 47.2% for motorhomes.
We are the largest recreational vehicle manufacturer in North America in terms of both units sold and revenue. According to Statistical Surveys, Inc., for the six months ended June 30, 2025, THOR’s current combined U.S. and Canadian market share based on unit retail sales was approximately 39.1% for travel trailers and fifth wheels combined and approximately 48.3% for motorhomes.
KZ manufactures and sells conventional travel trailers and fifth wheels under trade names such as Classic, Escape , Sportsmen , Connect , Venom , Gold , Durango and Sportster , while Venture RV manufactures and sells conventional travel trailers under trade names such as Stratus , SportTrek and Sonic .
KZ manufactures and sells conventional travel trailers and fifth wheels under trade names such as Classic, Sportsmen , Connect , Ridgeway, Durango, Durango Gold and Sportster X , while Venture RV manufactures and sells conventional travel trailers and fifth wheels under trade names such as Sienna, Sonic, Stratus and SportTrek.
We endeavor to operate in a way that our word is trusted, and we are committed to providing a safe work environment for our team members while empowering them to seize opportunities around them and give them avenues to grow and learn. 8 At July 31, 2024, we employed approximately 22,300 full-time employees worldwide, including approximately 13,900 full-time employees in the United States, of which approximately 2,300 were salaried, and approximately 8,400 full-time employees in Europe, of which approximately 4,100 were salaried.
We endeavor to operate in a way that our word is trusted, and we are committed to providing a safe work environment for our team members while empowering them to seize opportunities around them and give them avenues to grow and learn. 8 At July 31, 2025, we employed approximately 20,900 full-time employees worldwide, including approximately 13,200 full-time employees in the United States, of which approximately 2,100 were salaried, and approximately 7,700 full-time employees in Europe, of which approximately 3,900 were salaried.
We believe these shortages and delays will continue to result in production inefficiencies in the near term, which will have a negative impact on our operating results due to lost efficiencies as a result of not completing units off the production line within the normal production schedule.
We believe these shortages and delays will improve, but could continue to result in production inefficiencies in the near term, which would have a negative impact on our operating results due to lost efficiencies as a result of not completing units within the normal production sequence.
The Company’s total commercial commitments under standby repurchase obligations on dealer inventory financing as of July 31, 2024 and July 31, 2023 were $3,642,137 and $3,893,048, respectively.
The Company’s total commercial commitments under standby repurchase obligations on dealer inventory financing as of July 31, 2025 and July 31, 2024 were $3,484,235 and $3,642,137, respectively.
EHG manufactures a full line of motorized and towable recreational vehicles, including motorcaravans, campervans, urban vehicles and caravans in eight RV production locations within Europe. The operations of the Company’s Airxcel and Postle subsidiaries are included in “Other” in Note 3 to the Consolidated Financial Statements.
The European Recreational Vehicles reportable segment consists solely of the EHG business. EHG manufactures a full line of motorized and towable recreational vehicles, including motorcaravans, campervans, urban vehicles and caravans in nine RV production locations within Europe. The operations of the Company’s Airxcel and Postle subsidiaries are included in “Other” in Note 2 to the Consolidated Financial Statements.
Tiffin Group The Tiffin Group manufactures and sells conventional motorhomes and includes the operations of Tiffin Motorhomes, Inc. Tiffin Motorhomes, Inc. manufactures and sells premium diesel and gasoline Class A, Class C and Class B motorhomes under trade names such as Allegro, Allegro Bay, Allegro Breeze, Allegro Bus, Allegro Red , Byway, GH1, Midas, Phaeton, Wayfarer and Zephyr .
Tiffin Motorhomes, Inc. manufactures and sells premium diesel and gasoline Class A, Class C and Class B motorhomes under trade names such as Allegro, Allegro Bay, Allegro Breeze, Allegro Bus, Allegro Red , Byway, GH1, GT1, Midas, Open Trail, Phaeton, Wayfarer and Zephyr .
We purchase many of the components used in the production of our recreational vehicles in their finished form. The principal raw materials used in the manufacturing processes for motorhomes, including motorcaravans, campervans and urban vehicles, and travel trailers, including caravans, are chassis, aluminum, lumber, plywood, plastic, fiberglass and steel purchased from numerous suppliers.
The principal raw materials used in the manufacturing processes for motorhomes, including motorcaravans, campervans and urban vehicles, and travel trailers, including caravans, are chassis, aluminum, lumber, plywood, plastic, fiberglass and steel purchased from numerous suppliers.
The North American Motorized Recreational Vehicles reportable segment consists of the following operating segments that have been aggregated: Airstream (motorized), Jayco (including Jayco motorized and Entegra Coach), Thor Motor Coach and the Tiffin Group. The European Recreational Vehicles reportable segment consists solely of the EHG business.
The North American Towable Recreational Vehicles reportable segment consists of the following operating segments that have been aggregated: Airstream (towable), Heartland, Jayco (towable), Keystone and KZ. The North American Motorized Recreational Vehicles reportable segment consists of the following operating segments that have been aggregated: Airstream (motorized), Jayco (motorized) Thor Motor Coach and the Tiffin Group.
(“ KZ ”, which includes Venture RV), Thor Motor Coach, Inc. (“ Thor Motor Coach ”) and Tiffin Motorhomes, Inc. (“ Tiffin Group ”). Our European recreational vehicle operations include eight primary RV production locations producing numerous brands within Europe, including Buccaneer, Buerstner, Carado, CrossCamp, Dethleffs, Elddis, Eriba, Etrusco, Hymer, Laika, LMC, Niesmann+Bischoff, Sunlight and Xplore.
Our European recreational vehicle operations include nine primary RV production locations producing numerous brands within Europe, including Buccaneer, Buerstner, Carado, CrossCamp, Dethleffs, Elddis, Eriba, Etrusco, Hymer, Laika, LMC, Niesmann+Bischoff, Sunlight and Xplore.
We believe that our performance is significantly impacted by our human capital management, and, as a result, we consistently strive to attract, select, engage, develop and retain strong, diverse talent as summarized below.
We believe that our performance is significantly impacted by our human capital management, and, as a result, we consistently strive to attract, select, engage, develop and retain strong, diverse talent as summarized below. People-First Culture We strive to foster a people-first culture where team members are valued as the heart of our success.
North American recreational vehicle classifications are based upon standards established by the RV Industry Association (“RVIA”). The principal types of recreational vehicles that we produce in North America include conventional travel trailers and fifth wheels as well as Class A, Class C and Class B motorhomes.
The principal types of recreational vehicles that we produce in North America include conventional travel trailers and fifth wheels as well as Class A, Class C and Class B motorhomes.
Each of our recreational vehicle operating subsidiaries sells to its own network of independent dealers, with many dealers carrying more than one of our product lines as well as products from other manufacturers.
Marketing and Distribution We sell our recreational vehicles primarily to independent, non-franchise dealers located throughout the United States, Canada and Europe. Each of our recreational vehicle operating subsidiaries sells to its own network of independent dealers, with many dealers carrying more than one of our product lines as well as products from other manufacturers.
Every report is investigated and, if warranted, corrective actions are taken or implemented, and we have a policy that protects team members who report issues from any retaliation.
Issues can be communicated anonymously using our multilingual, third-party hotline via phone, email or online inquiry systems. Every report is investigated and, if warranted, corrective actions are taken or implemented, and we have a policy that protects team members who report issues from any retaliation.
Backlog represents unfilled dealer orders on a particular day which can and do fluctuate on a seasonal basis. The manufacturing time in the recreational vehicle business is relatively short.
The decrease in European Recreational Vehicle backlog is primarily due to improved chassis supply availability and a return to normalized dealer inventory levels at July 31, 2025. Backlog represents unfilled dealer orders on a particular day which can and do fluctuate on a seasonal basis. The manufacturing time in the recreational vehicle business is relatively short.
The table below sets forth the contribution of each of the Company’s reportable segments to net sales in each of the last three fiscal years: 2024 2023 2022 Amount % Amount % Amount % Recreational vehicles: North American Towable $ 3,679,671 36.6 $ 4,202,628 37.8 $ 8,661,945 53.1 North American Motorized 2,445,850 24.4 3,314,170 29.8 3,979,647 24.4 European 3,364,980 33.5 3,037,147 27.3 2,887,453 17.7 Total recreational vehicles 9,490,501 94.5 10,553,945 94.9 15,529,045 95.2 Other (1) 781,927 7.8 777,639 7.0 1,225,824 7.5 Intercompany eliminations (229,020) (2.3) (209,979) (1.9) (442,344) (2.7) Total $ 10,043,408 100.0 $ 11,121,605 100.0 $ 16,312,525 100.0 (1) Other totals include 11 months of operations in FY 2022 for Airxcel from the September 1, 2021 acquisition date.
The table below sets forth the contribution of each of the Company’s reportable segments to net sales in each of the last three fiscal years: 2025 2024 2023 Amount % Amount % Amount % Recreational vehicles: North American Towable $ 3,784,666 39.5 $ 3,679,671 36.6 $ 4,202,628 37.8 North American Motorized 2,175,604 22.7 2,445,850 24.4 3,314,170 29.8 European 3,023,961 31.6 3,364,980 33.5 3,037,147 27.3 Total recreational vehicles 8,984,231 93.8 9,490,501 94.5 10,553,945 94.9 Other 859,609 9.0 781,927 7.8 777,639 7.0 Intercompany eliminations (264,350) (2.8) (229,020) (2.3) (209,979) (1.9) Total $ 9,579,490 100.0 $ 10,043,408 100.0 $ 11,121,605 100.0 For additional information regarding our segments, see Note 2 to the Consolidated Financial Statements.
Heartland, including Cruiser RV and DRV, manufactures and sells conventional travel trailers and fifth wheels under trade names such as Bighorn , Trail Runner , North Trail , Cyclone , Torque , Prowler , Milestone , Shadow Cruiser , MPG , Hitch, Sundance and Stryker and luxury fifth wheels under the trade name DRV Mobile Suites .
Heartland Heartland manufactured and sold conventional travel trailers and fifth wheels and included the operations of Heartland, Cruiser RV and DRV. Heartland manufactured and sold conventional travel trailers and fifth wheels under trade names such as Bighorn , North Trail , Cyclone, Prowler and Sundance.
For additional information regarding our segments, see Note 3 to the Consolidated Financial Statements. Recreational Vehicles Overview We manufacture a wide variety of recreational vehicles in the United States and Europe and sell those vehicles, as well as related parts and accessories, primarily to independent, non-franchise dealers throughout the United States, Canada and Europe.
Recreational Vehicles Overview We manufacture a wide variety of recreational vehicles in the United States and Europe and sell those vehicles, as well as related parts and accessories, primarily to independent, non-franchise dealers throughout the United States, Canada and Europe. North American recreational vehicle classifications are based upon standards established by the RV Industry Association (“RVIA”).
Competitive Pay and Benefits We conduct our operations through subsidiaries located in various regions within North America and Europe, each of which operates independently with its own unique culture.
By putting people first, we create a culture of trust, collaboration and continuous improvement that benefits not only our team, but also our customers and the communities we serve. Competitive Pay and Benefits We conduct our operations through subsidiaries located in various regions within U.S. and Europe, each of which operates independently with its own unique culture.
Jayco Jayco manufactures and sells conventional travel trailers, fifth wheels and motorhomes, and includes the operations of Jayco, Starcraft, Highland Ridge and Entegra Coach.
Heartland's trade names have been transferred to Jayco and, as such, will be reported as a component of Jayco beginning in fiscal 2026. Jayco Jayco manufactures and sells conventional travel trailers, fifth wheels and motorhomes, and includes the operations of Jayco, Starcraft, Highland Ridge and Entegra Coach.
With each strategy, our companies have utilized THOR’s guide to measure effectiveness and goal achievement. Commitment to Ethical Behavior Each year, we conduct training with certain employees, based on their role and level in the organization, on our business ethics policy.
Commitment to Ethical Behavior Each year, we conduct training with certain employees, based on their role and level in the organization, on our business ethics policy. Providing our team members with resources to help make good decisions through an ethics program cultivates strong teamwork and productivity.
In Europe, while overall chassis supply has improved, we anticipate disruptions in the sequence of chassis delivery to continue through the remainder of calendar year 2024. The sequence of chassis supply inhibits our ability to efficiently and consistently maintain our planned production levels. Uncertainties related to changing emission standards may also impact consumer buying patterns.
In Europe, while the 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.
As a result of being primarily used for vacations, our recreational vehicle sales were historically lowest during our second fiscal quarter, which ends on January 31 of each year. Marketing and Distribution We sell our recreational vehicles primarily to independent, non-franchise dealers located throughout the United States, Canada and Europe.
As a result of being primarily used for vacations, our recreational vehicle sales are historically lowest during our second fiscal quarter, which ends on January 31 of each year. In times of high consumer demand or other macro or social disruptions, seasonality may differ from the normal patterns noted above.
Heartland Heartland manufactures and sells conventional travel trailers and fifth wheels and includes the operations of Heartland, Cruiser RV and DRV.
Tiffin Group The Tiffin Group manufactures and sells conventional motorhomes and includes the operations of Tiffin Motorhomes, Inc.
(“ Airstream ”), Heartland Recreational Vehicles, LLC (“ Heartland ”, which includes Cruiser RV, LLC (“ CRV ”) and DRV, LLC (“ DRV ”)), Jayco, Inc. (“ Jayco ”, which includes Jayco, Starcraft, Highland Ridge and Entegra Coach), Keystone RV Company (“ Keystone ”, which includes CrossRoads and Dutchmen), K.Z., Inc.
(“ Airstream ”), Heartland Recreational Vehicles, LLC (“ Heartland ”, which will be reported as a component of Jayco beginning in fiscal 2026), Jayco, Inc. (“ Jayco ”), Keystone RV Company (“ Keystone ”), K.Z., Inc. (“ KZ ”), Thor Motor Coach, Inc. (“ Thor Motor Coach ”) and Tiffin Motorhomes, Inc. (“ Tiffin Group ”).
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The North American Towable Recreational Vehicles reportable segment consists of the following operating segments that have been aggregated: Airstream (towable), Heartland (including Cruiser RV and DRV), Jayco (including Jayco towable, Starcraft and Highland Ridge), Keystone (including CrossRoads and Dutchmen), and KZ (including Venture RV).
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Long-term capacity reductions in Europe generally involve agreed-upon terms with the applicable works council. We purchase many of the components used in the production of our recreational vehicles in their finished form.
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The decrease in European Recreational Vehicle backlog is primarily due to improved chassis supply availability resulting in normalized dealer stocking levels at July 31, 2024, while chassis constraints in the prior year resulted in the significantly elevated backlog as of July 31, 2023.
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We believe that when individuals feel supported, respected and empowered they bring their best selves to work – and that drives everything we do. From prioritizing open communication and professional growth to ensuring well-being and inclusivity, our commitment to people shapes our decisions and strengthens our workplace.
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Our Corporate office and subsidiaries offer competitive benefit packages to employees. For example, as part of our health and welfare benefits, all North American team members have access to the Employee Assistance Program (“EAP”) where they can receive up to five free sessions to assist with counseling needs as well as personal and/or work-related concerns.
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Our company is proud to offer a competitive benefits package designed to support the diverse needs of our team members and their families. We understand that attracting and retaining top talent means providing more than just a paycheck, which is why our benefits go beyond the basics.
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Our EAP services are designed to help provide support for team members who are navigating life issues. Inclusion We strive to have an inclusive culture which enables our family of companies to be more innovative and responsive to consumer needs and deliver strong sustained performance and growth.
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From comprehensive health coverage and paid time off to retirement savings plans, wellness programs and professional development opportunities, we strive to create a well-rounded offering that promotes financial security, personal well-being and work-life balance. Our commitment to competitive benefits reflects our dedication to investing in our people and recognizing the vital role they play in our continued success.
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Our commitment is to foster an inclusive workplace where dignity and respect for team members are championed and where each team member is supported to achieve their maximum potential. Guided by THOR’s commitment to such principles, each of our operating companies develops and establishes its own specific inclusion strategy.
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Providing our team members with resources to help make good decisions through an ethics program cultivates strong teamwork and productivity. Issues can be communicated anonymously using our multilingual, third-party hotline via phone, email or online inquiry systems.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

80 edited+27 added−6 removed106 unchanged
Biggest changeCompetition and business conditions may limit the amount or timing of cost increases that can be passed on to our customers in the form of increased sales prices. Conversely, as raw material costs decline, we may not be able to maintain selling prices consistent with higher-cost raw materials in our inventory, which could adversely affect our operating results.
Biggest changeSuch cost increases may adversely affect our operating results and financial condition, if we are unable to pass along the costs increases to our dealers. Competition and business conditions may limit the amount or timing of cost increases that can be passed on to our customers in the form of increased sales prices.
Our motorized chassis suppliers may need to substantially modify their product offerings to comply with regulations related to emissions, fuel economy, autonomous driving technology, environmental and other regulations which could result in increased costs and/or a lack of adequate motorized chassis supply to us, which in turn may result in higher wholesale product input costs and decreased margins, which would have an adverse impact on our financial condition or results of operations.
Our motorized chassis suppliers may need to substantially modify their product offerings to comply with regulations related to emissions, fuel economy, autonomous driving technology, environmental and other regulations which could result in increased costs and/or a lack of adequate motorized chassis supply to us, which in turn may result in higher wholesale product input costs and decreased margins, which would have an adverse impact on our financial condition and results of operations.
Changes in those estimates or assumptions or lower-than-anticipated future financial performance may result in the identification of an impaired asset and a non-cash impairment charge, which could be material. Any such charge could adversely affect our operating results and financial condition. Our business is affected by the availability and terms of financing to independent dealers and retail purchasers.
Changes in those estimates or assumptions or lower-than-anticipated future financial performance may result in the identification of an impaired asset and a non-cash impairment charge, which could be material. Any such charge could adversely affect our operating results. Our business is affected by the availability and terms of financing to independent dealers and retail purchasers.
Continued consolidation in the U.S. independent dealer network could negatively impact our sales or gross margins and increase the concentration of our exposure under repurchase obligations related to these independent dealers. A material portion of our revenue is derived from sales of our products to international sources.
Continued consolidation in the U.S. independent dealer network could negatively impact our sales or gross margins and increase the concentration of our exposure under repurchase obligations related to these independent dealers. 16 A material portion of our revenue is derived from sales of our products to international sources.
Adoption of new technological advances and changing governmental regulatory mandates could result in changes to product offerings and in consumer preferences for recreational vehicles or the types of recreational vehicles consumers prefer. These changes could include shifts to smaller recreational vehicles, electric recreational vehicles, autonomous recreational vehicles, connected recreational vehicles, or other currently unanticipated changes.
Adoption of new technological advances and changing governmental regulatory mandates could result in changes to product offerings and in consumer preferences for recreational vehicles or the types of recreational vehicles consumers prefer. These changes could include shifts to smaller recreational vehicles, electric recreational vehicles, hybrid recreational vehicles, autonomous recreational vehicles, connected recreational vehicles or other currently unanticipated changes.
The loss of members of our executive management or other key employees could have a material adverse effect on our business and results of operations in the event that our succession plans prove inadequate. We could be impacted by the potential adverse effects of union activities.
The loss of members of our executive management or other key employees could have a material adverse effect on our business and results of operations in the event that our succession plans prove inadequate. 18 We could be impacted by the potential adverse effects of union activities.
The inability to timely deliver our products to our independent dealers could adversely affect our relationships with those dealers and negatively impact our sales and net income. Interruption of information systems service or misappropriation or breach of our information systems could cause disruption to our operations, disclosure of confidential or personal information or cause damage to our reputation.
The inability to timely deliver our products to our independent dealers could adversely affect our relationships with those dealers and negatively impact our sales and net income. 19 Interruption of information systems service or misappropriation or breach of our information systems could cause disruption to our operations, disclosure of confidential or personal information or cause damage to our reputation.
Such conditions could reoccur in Europe in the future and could have negative impacts on net sales and financial results due to not completing units on the production line and carrying higher volumes of incomplete units than historical norms.
Such conditions could reoccur in the future and could have negative impacts on net sales and financial results due to not completing units on the production line and carrying higher volumes of incomplete units than historical norms.
Given the independent nature of the dealers who sell our product, they generally maintain control over which manufacturers, and which brands, they will do business with, often carrying more than one manufacturer’s products. Independent dealers can, and do, change the brands and manufacturers they sell.
Given the independent nature of the dealers who sell our products, they generally maintain control over which manufacturers, and which brands, they will do business with, often carrying more than one manufacturer’s products. Independent dealers can, and do, change the brands and manufacturers they sell.
Thus, if we are obligated to repurchase a substantial number of recreational vehicles or incur substantial discounting to resell these units in the future, we would incur increased costs and our profit margins and results of operations would be negatively affected. In difficult economic times, this amount could increase significantly compared to other years.
Thus, if we are obligated to repurchase a substantial number of recreational vehicles or incur substantial discounting to resell these units in the future, we would incur increased costs and our profit margins, results of operations and cash flows would be negatively affected. In difficult economic times, this amount could increase significantly compared to other years.
If our effective tax rate were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our operating results, cash flows and financial condition could be adversely affected, which, in turn, could negatively impact the availability of cash for dividend payments or our strategic plan.
If our effective tax rate were to increase, or if the ultimate determination of our taxes owed is for an amount in excess of amounts previously accrued, our operating results, cash flows and financial condition could be adversely affected, which, in turn, could negatively impact the availability of cash for dividend payments or our strategic plans.
We review our compensation policies and practices as part of our overall enterprise risk management program, but it is possible that our compensation policies could incentivize inappropriate risk taking or misconduct. Such inappropriate risk taking or misconduct could have a material adverse effect on our results of operations and/or our financial condition. 24 ITEM 1B. UNRESOLVED STAFF COMMENTS None.
We review our compensation policies and practices as part of our overall enterprise risk management program, but it is possible that our compensation policies could incentivize inappropriate risk taking or misconduct. Such inappropriate risk taking or misconduct could have a material adverse effect on our results of operations and/or our financial condition. 25 ITEM 1B. UNRESOLVED STAFF COMMENTS None.
These warranties vary depending on the type of product and geographic location of the sale; however, in general, our warranties promise, within certain specified time periods following a retail sale, that we will repair, replace or adjust parts on our products that are not performing within acceptable standards or tolerances.
We provide warranties on the products we sell. These warranties vary depending on the type of product and geographic location of the sale; however, in general, our warranties promise, within certain specified time periods following a retail sale, that we will repair, replace or adjust parts on our products that are not performing within acceptable standards or tolerances.
The loss of our largest independent dealer or an increase in independent dealer consolidations could have a material negative effect on our business. Sales to FreedomRoads, LLC accounted for approximately 14.0% of our consolidated net sales for fiscal 2024. During recent years, FreedomRoads, LLC has acquired a number of formerly independent RV dealerships.
The loss of our largest independent dealer or an increase in independent dealer consolidations could have a material negative effect on our business. Sales to FreedomRoads, LLC accounted for approximately 14.0% of our consolidated net sales for fiscal 2025. During recent years, FreedomRoads, LLC has acquired a number of formerly independent RV dealerships.
We distribute all of our North American and the majority of our European products through a system of independent, non-franchise authorized dealers, many of whom sell products from competing manufacturers. As of July 31, 2024, we distributed our products to approximately 2,400 independent dealerships in the United States and approximately 1,100 independent dealerships in Europe.
We distribute all of our North American and the majority of our European products through a system of independent, non-franchise authorized dealers, many of whom sell products from competing manufacturers. As of July 31, 2025, we distributed our products to approximately 2,400 independent dealerships in the United States and approximately 1,100 independent dealerships in Europe.
In the event that either of these lending institutions limit or discontinue dealer financing, we could experience a material adverse effect on our results of operations. 23 The Company’s debt arrangements and provisions in our debt agreements may make us more sensitive to the effects of economic downturns.
In the event that either of these lending institutions limit or discontinue dealer financing, we could experience a material adverse effect on our results of operations. 24 The Company’s debt arrangements and provisions in our debt agreements may make us more sensitive to the effects of economic downturns.
The impacts of changing emissions and other related climate regulations (including revised emission standards applying to heavy-duty trucks by the EPA as well as zero-emission vehicle regulations such as the California Air Resources Board’s Advanced Clean Truck and Advanced Clean Fleet Regulations adopted in California and other U.S. jurisdictions) could result in different or more limited product offerings in those jurisdictions which may result in lower sales and material increased costs to the Company.
The impacts of changing emissions and other related climate regulations (including revised emission standards applying to heavy-duty trucks by the EPA as well as zero-emission vehicle regulations such as the California Air Resources Board’s Advanced Clean Truck and Advanced Clean Fleet Regulations adopted in California and other U.S. jurisdictions) could result in different or more limited product offerings in those jurisdictions which may result in lower sales and significantly higher costs to the Company.
Changes in tax rates, tax legislation or exposure to additional tax liabilities or tariffs could have a negative impact on our results of operations, cash flows, financial condition, dividend payments or strategic plan. We are subject to income taxes in the U.S. and numerous foreign jurisdictions.
FINANCIAL RISKS Changes in tax rates, tax legislation or exposure to additional tax liabilities or tariffs could have a negative impact on our results of operations, cash flows, financial condition, dividend payments or strategic plans. We are subject to income taxes in the U.S. and numerous foreign jurisdictions.
Due to the interconnectedness of the global economy, the challenges of a financial crisis, economic downturn or recession, natural disaster, war, geopolitical crisis, public health emergency or other significant event in one area of the world can have a sudden material adverse impact on markets around the world.
Due to the interconnectedness of the global economy, the challenges of a financial crisis, economic downturn or recession, trade policy volatility, natural disaster, war, geopolitical crisis, public health emergency or other significant event in one area of the world can have a sudden material adverse impact on markets around the world.
For example, we have experienced supply shortages and delivery delays of non-chassis raw material components in Europe. This negatively impacted the efficiency of our production in fiscal 2024 and resulted in an elevated level of work in process inventory on hand compared to historical norms.
For example, in fiscal 2024 we experienced supply shortages and delivery delays of non-chassis raw material components in Europe which negatively impacted the efficiency of our production in fiscal 2024 and resulted in an elevated level of work in process inventory on hand compared to historical norms.
If a work stoppage occurs, it could delay the manufacture, sale and distribution of our products and have a material adverse effect on our business, operating results or financial condition. 18 Our business depends on the performance of independent, non-franchise authorized dealers and independent transportation carriers.
If a work stoppage occurs, it could delay the manufacture, sale and distribution of our products and have a material adverse effect on our business, operating results or financial condition. Our business depends on the performance of independent, non-franchise authorized dealers and third-party transportation carriers.
Our U.S.-based operations are primarily centered in northern Indiana. The majority of our U.S. operations are located in northern Indiana, which is home to a large proportion of the U.S. RV industry.
Our U.S.-based operations are primarily centered in northern Indiana. The majority of our U.S. operations are located in northern Indiana, which is home to a large proportion of the North American RV industry.
The misuse, leakage, unauthorized access or falsification of information could result in a violation of privacy laws, including the European Union’s General Data Protection Regulation (“GDPR”) and laws applicable in North America and the United States, and damage to our reputation which could, in turn, have a significant, negative impact on our results of operations, as a result of fines, remediation costs or other direct or indirect ramifications.
The misuse, leakage, unauthorized access of information could result in a violation of privacy laws, including the European Union’s General Data Protection Regulation (“GDPR”) and laws applicable in North America and the United States, which could, in turn, have a significant, negative impact on our results of operations, as a result of fines, remediation costs or other direct or indirect ramifications.
A decrease in the availability of this type of wholesale financing, more restrictive lending practices or an increase in the cost of such wholesale financing has historically limited or prevented independent dealers from carrying normalized levels of inventory, which led to reduced demand for our products, lower sales, higher discounts to entice sales and an adverse impact to our results of operations.
A decrease in the availability of this type of wholesale financing, more restrictive lending practices or high costs of such wholesale financing has historically limited or prevented independent dealers from carrying normalized levels of inventory, which led to reduced demand for our products, lower sales, higher discounts to entice sales and an adverse impact to our results of operations.
The impact of recent 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, has had a negative impact on demand for our products at both the wholesale and retail levels.
The impact of 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 higher interest rates compared to previous years impacting both our independent dealers and the end consumer, has had a negative impact on demand for our products at both the wholesale and retail levels in recent periods.
Two major floor plan financial institutions held approximately 50% of our products’ portion of our independent dealers’ total floored dollars outstanding at July 31, 2024.
Two major floor plan financial institutions held approximately 50% of our products’ portion of our independent dealers’ total floored dollars outstanding at July 31, 2025.
Our results of operations are generally sensitive to changes in overall economic and political conditions, including recessionary conditions, inflationary or deflationary pressures, prolonged high unemployment rates, significant changes in the cost and/or availability of fuel or energy, low consumer confidence, higher interest rates, restrictions and/or shortages of natural gas or other fuels, terrorism and military conflicts.
Our results of operations are generally sensitive to changes in overall economic and political conditions, including recessionary conditions, inflationary or deflationary pressures, changes in tariff rate, prolonged high unemployment rates, significant changes in the cost and/or availability of fuel or energy, consumer confidence, interest rates, restrictions and/or shortages of natural gas or other fuels, terrorism and military conflicts.
If this volatility were to occur in the future, the trading price of our common stock could decline significantly, independent of our actual operating performance.
If this volatility were to occur in the future, the trading price of our common stock could decline significantly, independent of our actual financial performance.
In addition, a number of our key suppliers are also located in northern Indiana and are impacted by similar risks. Adverse weather conditions and weather-related events could have a negative impact on our revenues. Changes in seasonal weather conditions can have a significant effect on our operating and financial results.
In addition, a number of our key suppliers are also located in northern Indiana and are impacted by similar risks. 20 Adverse weather conditions and weather-related events could have a negative impact on our revenues and results of operations. Natural disasters and changes in seasonal weather conditions can have a significant effect on our operating and financial results.
The pace and significance of acquisitions and the nature and extent of integration of acquired companies, assets, operations, joint venture arrangements and other equity investment arrangements involve a number of related risks including, but not limited to: • The diversion of management’s attention from the management of existing operations to various transaction and integration activities; • The potential for disruption to existing operations and strategic plans; • The assimilation and retention of employees, including key employees; • Risks related to transacting business in geographies outside the U.S., including but not limited to: foreign currency exchange rate changes, expanded macroeconomic risks due to operations in and sales to a wide base of countries, political and regulatory exposures to a wide array of countries, varying employee/employer relationships, including the existence of works councils and labor organizations and other challenges caused by distance, language and cultural differences, making it harder to do business in certain jurisdictions; • Risks related to regulatory environments or product categories with which we have limited or no experience; • Risks related to acquisitions outside of our historical RV OEM operations, which may carry new and less well-known operational challenges; • The ability of our management teams to manage expanded operations, including international operations, to meet operational and financial expectations; • The integration of departments and systems, including accounting systems, technologies, books and records, controls and procedures; • The adverse impact on profitability if acquired operations, joint ventures or other equity investments do not achieve expected financial results or realize the synergies and other benefits expected; • The potential loss of, or adverse effects on, existing business relationships with suppliers and customers; • The assumption of liabilities of the acquired businesses, which could be greater than anticipated; • The potential failure of our due diligence efforts to identify and properly evaluate risks or liabilities acquired or assumed in acquisition transactions; • The potential negative impact on available cash and/or future cash flows to support acquisitions, joint ventures or equity investments and related commitments; and • The potential adverse impact on operating results if, in future periods, impairments of significant amounts of goodwill and other assets occur. 17 Our long-term viability and financial success are dependent upon our ability to attract and retain an experienced and skilled workforce, including within our management teams, while also maintaining a flexible and competitive compensation and benefit cost structure.
The pace and significance of acquisitions and the nature and extent of integration of acquired companies, assets, operations, joint venture arrangements and other equity investment arrangements involve a number of related risks including, but not limited to: • The diversion of management’s attention from the management of existing operations to various transaction and integration activities; • The potential for disruption to existing operations and strategic plans; • The assimilation and retention of employees, including key employees; • Risks related to transacting business in geographies outside the U.S., including but not limited to: foreign currency exchange rate changes, expanded macroeconomic risks due to operations in and sales to a wide base of countries, political and regulatory exposures to a wide array of countries, varying employee/employer relationships, including the existence of works councils and labor organizations and other challenges caused by distance, language and cultural differences, making it harder to do business in certain jurisdictions; • Risks related to regulatory environments or product categories with which we have limited or no experience; • Risks related to acquisitions outside of our historical RV OEM operations, which may carry new and less well-known operational challenges; • The ability of our management teams to manage expanded operations, including international operations, to meet operational and financial expectations; • The integration of departments and systems, including accounting systems, technologies, books and records, controls and procedures; • The adverse impact on profitability if acquired operations, joint ventures or other equity investments do not achieve expected financial results or realize the synergies and other benefits expected; • The potential loss of, or adverse effects on, existing business relationships with suppliers and customers; 17 • The assumption of liabilities of the acquired businesses, which could be greater than anticipated; • The potential failure of our due diligence efforts to identify and properly evaluate risks or liabilities acquired or assumed in acquisition transactions; • The potential negative impact on available cash and/or future cash flows to support acquisitions, joint ventures or equity investments and related commitments; and • The potential adverse impact on operating results if, in future periods, impairments of significant amounts of goodwill and other assets occur.
This impact could potentially threaten the availability and existence of camping and RV facilities, thus, potentially limiting the use of our products and possibly impacting the future growth of our business.
This impact could potentially threaten the availability and existence of camping and RV facilities, thus, potentially limiting the demand for our products and possibly impacting the future growth of our business.
To offset a portion of this currency risk, the EHG acquisition was partially funded through a Euro-denominated Term Loan B, which provides an economic hedge. Fluctuations in foreign currency exchange rates in the future could have a material negative effect on our reported revenues and results of operations. Business acquisitions pose integration and other risks.
To offset a portion of this currency risk, the EHG acquisition was partially funded through a Euro-denominated Term Loan B, which provides an economic hedge. Fluctuations in foreign currency exchange rates in the future could have a material negative effect on our reported revenues and results of operations.
In the United States and Canada, our products are generally delivered to our independent dealers via a system of independent transportation contractors. The network of carriers is limited, and in times of high demand and limited availability, we have experienced in the past, and could face again, the disruption of our distribution channel.
Our products are generally delivered to our independent dealers via a system of third-party transportation contractors. The network of carriers is limited, and in times of high demand and limited availability, we have experienced in the past, and could face again, the disruption of our distribution channel.
The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including, among other things, the following: • Development of new products and features by our competitors; • Development of new collaborative arrangements by us, our competitors or other parties; • Actual or anticipated changes in government regulations applicable to our business in the various jurisdictions in which we operate; • Changes in investor perception of our business and/or management; • Changes in global economic conditions or general market conditions in our industry; • Changes in interest rates and credit availability and their impact on our industry; • Changes in market expectations of our future growth and profitability; • Occurrence of disruptive or catastrophic health, economic or political events; and • Sales of our common stock held by certain equity investors or members of management.
The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including, among other things, the following: • Development of new products and features by our competitors; • Development of new collaborative arrangements by us, our competitors or other parties; • Actual or anticipated changes in government regulations applicable to our business in the various jurisdictions in which we operate; • Actual or anticipated changes to trade policy, tariffs and import/export regulations; • Changes in investor perception of our business and/or management; • Changes in global economic conditions or general market conditions in our industry; • Changes in interest rates and credit availability and their impact on our industry; • Changes in market expectations of our future growth and profitability; • Occurrence of disruptive or catastrophic health, economic or political events; and • Sales of our common stock held by certain equity investors or members of management. 12 The Company’s stock price may also reflect expectations regarding our stock repurchase activity and our dividend rate.
The concentration of our operations in northern Indiana creates certain risks, including those listed below which we have experienced in the past and may experience in the future: • Competition for workers skilled in the industry, especially during times of low unemployment or periods of high demand for RVs, which has in the past, and may, in the future, increase the cost of our labor or limit the speed at which we can respond to changes in consumer demand; • Retention and recruitment challenges as employees with industry knowledge and experience have been, and may continue to be, attracted to other positions or opportunities within or external to the RV industry, and their ability to change employers is relatively easy; and • The potential for greater adverse impact from natural disasters, such as weather-related events and public health emergencies.
The concentration of our operations in northern Indiana creates certain risks, including those listed below which we have experienced in the past and may experience in the future: • Competition for workers skilled in the industry, especially during times of low unemployment or periods of high demand for RVs, which has in the past, and may, in the future, increase the cost of our labor or limit the speed at which we can respond to changes in consumer demand; • Retention and recruitment challenges as employees with industry knowledge and experience have been, and may continue to be, attracted to other positions or opportunities within or external to the RV industry, and their ability to change employers is relatively easy; • The potential for greater adverse impact from natural disasters, such as weather-related events and public health emergencies; and • The potential for new start-up RV manufactures to gain traction as the region has a skilled and knowledgeable workforce and many key suppliers are situated within the region as well.
If future health emergencies or other circumstances that inhibit transportation of our products emerge in the regions in which we operate or sell our products, transportation contractors may have difficulty finding drivers who are willing to deliver in those regions, or governmental agencies or other actors may restrict movement of goods in those regions.
If future health emergencies, military conflicts or other circumstances that inhibit transportation of our products emerge in the regions in which we operate or sell our products, the network of carriers we rely on may have difficulty finding drivers who are available, are willing to deliver in those regions or governmental agencies or other actors may restrict movement of goods in those regions.
If alternative sources of these raw materials and components are not readily available, our sales and earnings could be negatively affected. Fluctuations in the prices of raw material and component parts may adversely affect our business. Raw material and component part prices have fluctuated significantly in the past and may continue to fluctuate considerably in the future.
If alternative sources are not readily available, our net sales, earnings and cash flows could be negatively affected. Fluctuations in the prices of raw material and component parts may adversely affect our business. Raw material and component part prices have fluctuated significantly in the past and may fluctuate considerably in the future.
U.S. federal and state, as well as various European, authorities have environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal which affect our business and operations. Numerous other U.S. and European laws and regulations affect a wide range of the Company’s activities.
Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions. U.S. federal and state, as well as various European, authorities have environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal which affect our business and operations. Numerous other U.S. and European laws and regulations affect a wide range of the Company’s activities.
If we are not adequately sourced for certain raw materials or key component parts, the discontinuation of even some smaller suppliers could have an adverse effect on our business.
If we are not adequately sourced for certain raw materials or key component parts, the discontinuation of even some smaller suppliers could have an adverse effect on our business. Furthermore, certain raw materials and component parts are sourced from countries where we do not currently have operations.
Our growth has been achieved both organically and through acquisition. Business acquisitions, including joint ventures and other equity investment arrangements, pose a number of risks, including integration risks, that may result in negative consequences to our business, financial condition or results of operations.
Business acquisitions, including joint ventures and other equity investment arrangements, pose a number of risks, including integration risks, that may result in negative consequences to our business, financial condition or results of operations.
Competitive pressures have, from time to time, resulted in a reduction of our profit margins and/or a reduction in our market share. In periods of economic downturn, these competitive pressures can increase as RV manufacturers compete for a share of a smaller RV market.
Competitive pressures have, from time to time, resulted in a reduction of our profit margins and/or in our market share. In periods of economic downturn, these competitive pressures can increase as RV manufacturers compete for a share of a smaller RV market. Sustained increases in these competitive pressures could have a material adverse effect on our results of operations.
If we fail to meet expectations related to future growth, profitability, dividends, share repurchases or other market expectations, analysts or investors could change their opinions and/or recommendations regarding our stock and our stock price may decline, which could have a material adverse impact on investor confidence. 12 With our global footprint, our business could be adversely affected by macroeconomic and geopolitical developments or other events.
If we fail to meet expectations related to future growth, profitability, dividends, share repurchases or other market expectations, analysts or investors could change their opinions and/or recommendations regarding our stock and our stock price may decline, which could have a material adverse impact on investor confidence.
Any disruption in our relationships with these third-party associations could adversely affect the cost of our labor and our ability to attract and retain qualified employees to meet our manufacturing needs. Additional unionization of our North American facilities could result in higher costs and increased risk of work stoppages.
Any disruption in our relationships with these third-party associations could adversely affect the cost of our labor, our ability to adjust employee levels or working hours in response to market demands, and our ability to attract and retain qualified employees. Additional unionization of our North American facilities could result in higher costs and increased risk of work stoppages.
Our European-based operations are subject to employee contracts, Works Councils and certain other labor organizations, and a small number of our North American employees are currently represented by a labor union.
Most of our European-based operations and their respective employee contracts are subject to collective labor agreements, works councils and unions, and a small number of our North American employees are currently represented by a labor union.
Various factors such as constraints in the labor pool, supply chain disruptions, economic conditions and desired dealer stocking levels have disrupted, and may disrupt in the future, the historical trends in the seasonality of our business in both North America and Europe. Our business is structured to quickly align production rates and cost structure to meet rapidly changing market conditions.
Various factors such as constraints in the labor pool, supply chain disruptions, economic conditions and desired dealer stocking levels have disrupted, and may disrupt in the future, the historical trends in the seasonality of our business in both North America and Europe.
In addition, ongoing consolidation of independent dealers, as well as the growth of large, multi-location dealers, has in the past and could in the future result in increased bargaining power on the part of these independent dealers.
As a result, we could face adverse consequences related to the termination of independent dealer relationships. In addition, ongoing consolidation of independent dealers, as well as the growth of large, multi-location dealers, has in the past and could in the future result in increased bargaining power on the part of these independent dealers.
A suggestion of or an investigation into potential violations of the laws and regulations to which our business or operations are subject could lead to significant penalties, including restraints on our export or import privileges, monetary fines, criminal or civil proceedings and regulatory or other actions that could materially adversely affect our operating results.
A suggestion of or an investigation into potential violations of the laws and regulations to which our business or operations are subject could lead to significant penalties, including restraints on our export or import privileges, monetary fines, criminal or civil proceedings and regulatory or other actions that could materially adversely affect our operating results. 22 We are also subject, in the ordinary course of business, to litigation and claims arising from numerous labor and employment laws and regulations, including potential class action claims arising from alleged violations of such laws and regulations.
Our long-term success and competitiveness depend on the successful execution of our innovation initiatives. A key driver in our historical performance and growth has been our ability to maintain our strong brands and to continuously develop and introduce innovative new and improved products at a reasonable cost that are desired by consumers.
A key driver in our historical performance and growth has been our ability to maintain our strong brands and to continuously develop and introduce innovative new and improved products at a reasonable cost that are desired by consumers.
As of July 31, 2024, total gross outstanding debt was $1,151,279, consisting of $594,361 outstanding on our term loan facility which matures on November 15, 2030; $500,000 of Senior Unsecured Notes due October 15, 2029 and $56,918 outstanding on other debt facilities with varying maturity dates through September 2032.
As of July 31, 2025, total gross outstanding debt was $933,812, consisting of $408,159 outstanding on our term loan facility which matures on November 15, 2030; $500,000 of Senior Unsecured Notes due October 15, 2029 and $25,653 outstanding on other debt facilities with varying maturity dates through September 2032.
Recently, we have seen demand for RVs decrease, particularly in North America, amid high inflation, rising interest rates, political uncertainty and numerous other macroeconomic indices which have generally worsened in the regions in which we operate. If economic and political conditions worsen and RV sales decline, our operating results and financial condition would be negatively affected.
Recently, we have seen demand for RVs remain depressed amid ongoing inflation, persistently higher interest rates, political and trade policy uncertainty and numerous other macroeconomic indices which have generally remained challenging in the regions in which we operate. If economic and political conditions worsen and RV sales decline, our operating results and financial condition would be negatively affected.
LEGAL AND REGULATORY RISKS Climate-related regulations and ongoing compliance requirements with chassis emissions standards designed to address climate change may result in additional required disclosures and related compliance costs, in both the U.S. and Europe.
LEGAL AND REGULATORY RISKS Climate-related regulations and ongoing compliance requirements with chassis emissions standards designed to address climate change in both North America and Europe may result in additional required disclosures and related compliance costs, or limit the use of our products in certain areas.
An adverse outcome from such litigation could have a material effect on operating results. Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
Any liability arising from such claims would not ordinarily fall within the scope of our insurance coverages. An adverse outcome from such litigation could have a material effect on operating results. Anti-takeover provisions in our organizational documents could delay or prevent a change of control.
FINANCIAL RISKS As is customary, we have executed repurchase agreements with numerous lending institutions who finance certain of our independent dealers’ purchases of our products. In accordance with customary practice in the RV industry, upon the request of a lending institution financing an independent dealer’s purchase of our products, we will generally execute a repurchase agreement with the lending institution.
In accordance with customary practice in the RV industry, upon the request of a lending institution financing an independent dealer’s purchase of our products, we will generally execute a repurchase agreement with the lending institution.
Finally, we also face competition from other consumer leisure, discretionary and vacation spending alternatives, such as cruises, vacation homes, timeshares, tent camping and other traditional vacations along with other recreational products like boats and motorcycles. Changes in actual or perceived value among these alternatives by consumers could impact our future sales volume and profitability.
Finally, we also face competition from other consumer leisure, discretionary and vacation spending alternatives, such as cruises, vacation homes, timeshares, tent camping and other traditional vacations along with other recreational products like boats and motorcycles.
The RV industry has historically been characterized by cycles of growth and contraction in consumer demand, generally reflecting prevailing economic and demographic conditions which affect disposable income for leisure-time activities. Changes can impact the RV industry suddenly and severely. Consequently, the results of any prior period may not be indicative of results for any future period.
The RV industry has historically been characterized by cycles of growth and contraction in consumer demand, generally reflecting prevailing overall economic and market conditions (such as the level of inflation, interest rates and tariffs), consumer sentiment and behavior and demographic conditions which affect disposable income for leisure-time activities. Changes can impact the RV industry suddenly and severely.
U.S. federal and state, as well as various European laws and regulations, impose upon vehicle operators’ various restrictions on the weight, length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways. Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions.
Our U.S. operations are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called “lemon laws.” U.S. federal and state, as well as various European laws and regulations, impose upon vehicle operators’ various restrictions on the weight, length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways.
Despite our security measures and business continuity plans, our information technology systems may be vulnerable to damage, disruption or shutdowns caused by cyber-attacks, including state-sponsored attacks, computer viruses, malware, ransomware, phishing attacks or breaches due to errors or malfeasance by employees and others who have access, or gain access, to these systems.
Despite devoting significant resources to our cybersecurity program and business continuity plans, we are at risk for interruptions, outages and compromises of our information technology systems caused by cyber-attacks, including state-sponsored attacks, computer viruses, malware, ransomware, phishing attacks or breaches due to errors or malfeasance by employees and others who have access, or gain access, to these systems.
Concerns regarding climate change at numerous levels of government in various jurisdictions may lead to additional and potentially more stringent international, national, regional and local legislative and regulatory responses, and compliance with any new rules could be difficult and costly. 20 Climate change regulation combined with public sentiment could result in reduced demand for our products, higher energy and fuel prices or carbon taxes, limitations on where we can produce or sell our products, limitations on where our products can be used or other restrictions or costs, all of which could materially adversely affect our business and results of operations.
Climate change regulation combined with public sentiment could result in reduced demand for our products, higher energy and fuel prices or carbon taxes, limitations on where we can produce or sell our products, limitations on where our products can be used or other restrictions or costs, all of which could materially adversely affect our business and results of operations.
The North American and European RV industries have, from time to time in the past, experienced shortages of chassis for various reasons, including component shortages, production delays, capacity constraints, labor constraints and work stoppages at the chassis manufacturers.
If alternative sources of these raw materials and components are not readily available, our net sales, earnings and cash flows could be negatively affected. 14 The North American and European RV industries have, from time to time in the past, experienced shortages of chassis for various reasons, including component shortages, production delays, capacity constraints, labor constraints and work stoppages at the chassis manufacturers.
Government regulations could also accelerate the transition to electric vehicles, which may impact our product offerings and increase the cost of motorized chassis.
Government regulations could also accelerate the transition to electric vehicles, which may impact our product offerings and increase the cost of motorized chassis. Such rise in cost could outweigh the perceived benefits to consumers, negatively affecting our sales mix and pricing, resulting in decreased sales and/or margins.
Our ability to successfully maintain our market position or grow through investments in the areas of electrification, connectivity and digital services depends on many factors, including advancements in technology, regulatory changes, infrastructure development (e.g., a widespread vehicle charging network) and other factors that are difficult to predict. 13 To successfully execute our long-term strategy, we believe we must continue to develop and successfully market our existing products as well as new products, including lightweight motorized and towable recreational vehicles, electric recreational vehicles with sufficient user range capability and innovative services that enrich the end users’ RV experience.
Our ability to successfully maintain our market position or grow through investments in the areas of electrification, connectivity and digital services depends on many factors, including advancements in technology, regulatory changes, infrastructure development (e.g., a widespread vehicle charging network) and other factors that are difficult to predict.
We operate two dealerships in Europe. We depend on the capability of these independent dealers to develop and implement effective retail sales plans to create demand among retail consumers for the products that the dealers purchase from us.
We depend on the capability of these independent dealers to develop and implement effective retail sales plans to create demand among retail consumers for the products that the dealers purchase from us. If our independent dealers are not successful in these endeavors, then we may be unable to maintain or grow our revenues and meet our financial expectations.
While we continually employ capabilities, processes and other security measures designed to reduce and mitigate the risk of cyber-attacks, we rely on our suppliers, independent dealers and third-party providers to do the same for their operations; however, we may not be aware of all vulnerabilities and such preventative measures cannot provide absolute security and may not be sufficient in all circumstances to mitigate all potential risks. 19 The methods and technologies used to obtain unauthorized access to our information systems are constantly changing as are laws and regulations concerning data protection and privacy.
While we continually employ capabilities, processes and other security measures designed to reduce and mitigate the risk of cyber-attacks, and have requirements for our suppliers and service providers to do the same; we may not be aware of all vulnerabilities and such preventative measures cannot provide absolute security and may not be sufficient in all circumstances to mitigate all potential risks.
In addition, as is standard in the industry, our arrangements with chassis and other suppliers are generally terminable at any time either by us or by the supplier. If we cannot obtain an adequate supply of chassis, raw materials or other key components, this would result in a decrease in our sales and earnings.
In addition, as is standard in the industry, our arrangements with chassis and other suppliers are generally terminable at any time either by us or by the supplier.
The United States or other governmental authorities may adjust tax rates, impose new income taxes or indirect taxes, or revise interpretations of existing tax rules and regulations. Further, the outcome of future elections and the associated political party with power to enact legislation could make tax increases more likely and more severe.
The United States or other governmental authorities may adjust tax rates, impose new income taxes or indirect taxes or revise interpretations of existing tax rules and regulations.
While we carry property and business interruption insurance to address such events, there is no guarantee that we will be able to fully insure such losses in the future.
Due to the lack of motorized chassis, the motorized manufacturing plant was generally unable to produce units from the date of the incident throughout most of the fiscal 2024 fourth quarter. While we carry property and business interruption insurance to address such events, there is no guarantee that we will be able to fully insure such losses in the future.
In addition to the obligations under these repurchase agreements, we may also be required to repurchase inventory relative to dealer terminations in certain states in accordance with state laws or regulatory requirements. 22 The difference between the gross repurchase price and the price at which the repurchased product can then be resold, which is typically at a discount to the original sale price, is an expense to us.
In addition to the obligations under these repurchase agreements, we may also be required to repurchase inventory relative to dealer terminations in certain states in accordance with state laws or regulatory requirements.
Sales of our products are typically stronger just before and during spring and summer, and favorable weather during these months generally has a positive effect on consumer demand. Severe weather events, such as flooding, tornados and hail, have had in the past and could have in the future, negative impacts on our operations due to disruptions to production.
Sales of our products are typically stronger just before and during spring and summer, and favorable weather during these months generally has a positive effect on consumer demand.
If our independent dealers are unsuccessful, they may exit or be forced to exit the business or, in some cases, we may seek to terminate relationships with certain dealerships. As a result, we could face adverse consequences related to the termination of independent dealer relationships.
The geographic coverage of our independent dealers and their individual business conditions can affect the ability of our independent dealers to sell our products to consumers. If our independent dealers are unsuccessful, they may exit or be forced to exit the business or, in some cases, we may seek to terminate relationships with certain dealerships.
Changes in U.S. policy regarding foreign trade or manufacturing may create negative sentiment about the U.S. among non-U.S. dealers, end customers, employees or prospective employees, all of which could adversely affect our business, sales, hiring and employee retention. 16 Implications related to our non-U.S. sales have negatively impacted our financial operating results in the past and are likely to reoccur in the future at varying levels.
Changes in U.S. policy regarding foreign trade, manufacturing or other matters may create negative sentiment about the U.S. among non-U.S. dealers, end customers, employees or prospective employees, all of which could adversely affect our operations, sales, and financial results. In addition, global political uncertainty poses risks of volatility in global markets, which could negatively affect our operations and financial results.
Combined sales from the United States to foreign countries (predominately Canada) and sales from our foreign subsidiaries to countries other than the U.S. (predominately within the European Union) represented approximately 38.4% of THOR’s consolidated sales for fiscal 2024. Global political uncertainty poses risks of volatility in global markets, which could negatively affect our operations and financial results.
Combined sales from the U.S. to foreign countries (predominately Canada) and sales from our foreign subsidiaries to countries other than the U.S. (predominately within the European Union) represented approximately 36.1% of THOR’s consolidated sales for fiscal 2025.
We rely on a small number of suppliers for certain key components, including chassis, and we may not be able to source these key components from alternative suppliers.
Conversely, as raw material costs decline, we may not be able to maintain selling prices consistent with higher-cost raw materials in our inventory, which could adversely affect our operating results. We rely on a small number of suppliers for certain key components, including chassis, and we may not be able to source these key components from alternative suppliers.
An increase in actual warranty claim costs as compared to our estimates could result in increased warranty liabilities and expense which could have an adverse impact on our earnings. 15 Government safety standards require manufacturers to remedy issues related to vehicle safety through safety recall campaigns, and we regularly engage in voluntary recalls when we determine our products may have a safety issue.
An increase in actual warranty claim costs as compared to our estimates could result in increased warranty liabilities and expense which could have an adverse impact on our earnings.
Increased public attention to environmental, social and governance matters may expose us to negative public perception, impose additional costs on our business or impact our stock price. Recently, increased attention is being directed towards publicly traded companies regarding environmental, social and governance (“ESG”) matters.
In addition, revisions to chassis by the suppliers often impact our engineering and production processes and may result in increased chassis costs and/or other costs to us. 21 Increased public attention to environmental, social and governance matters may expose us to negative public perception, impose additional costs on our business or impact our stock price.
Product recalls, customer satisfaction actions and complying with our recall obligations for both our products and for component parts supplied by vendors could adversely affect our financial condition and harm our reputation. We provide warranties on the products we sell.
If we cannot obtain an adequate supply of chassis, raw materials or other key components, this would result in a decrease in our sales and earnings. 15 Product recalls, customer satisfaction actions and complying with our recall obligations for both our products and for component parts supplied by vendors could adversely affect our financial condition and harm our reputation.
In the past, certain chassis manufacturers have experienced difficulties in meeting one or both of these requirements. In addition, revisions to chassis by the suppliers often impact our engineering and production processes and may result in increased chassis costs and/or other costs to us.
In the past, certain chassis manufacturers have experienced difficulties in meeting one or both of these requirements.
A failure, or perceived failure, to achieve stated ESG goals, respond to regulatory requirements or meet investor or customer expectations related to ESG concerns could cause harm to our business and reputation. For example, our RV products are powered by gasoline and diesel engines or are required to be towed by gasoline or diesel-powered vehicles.
For example, our RV products are powered by gasoline and diesel engines or are required to be towed by gasoline or diesel-powered vehicles.
Issues subject to recall include both materials and workmanship from our companies as well as component parts supplied by vendors.
Government safety standards require manufacturers to remedy issues related to vehicle safety through safety recall campaigns, and we regularly engage in voluntary recalls when we determine our products may have a safety issue. Issues subject to recall include both materials and workmanship from our companies as well as component parts supplied by vendors, arising from their quality issues or otherwise.
In addition, our towable products are generally towed by vehicles that would also be subject to emission and climate-related regulations.
In addition, our towable products are generally towed by vehicles that would also be subject to emission and climate-related regulations. Concerns regarding climate change at numerous levels of government in various jurisdictions may lead to additional and potentially more stringent international, national, regional and local legislative and regulatory responses, and compliance with any new rules could be difficult and costly.
Additionally, changes in policy, regulations or the imposition of additional regulations could have a material adverse effect on our business. 21 Our U.S. operations are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called “lemon laws”.
Additionally, changes in policy, regulations or the imposition of additional regulations could have a material adverse effect on our business.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeReporting directly to our Chief Operating Officer, our Data Protection Officer has primary day-to-day responsibility for our overall cybersecurity risk management program and oversees both our internal cybersecurity personnel and our retained external cybersecurity consultants. With close to 25 years of experience in the fields of cybersecurity and data protection, our Data Protection Officer joined the Company in 2019. 25
Biggest changeReporting directly to our General Counsel, our Data Protection Officer has primary day-to-day responsibility for our overall cybersecurity risk management program and oversees both our internal cybersecurity personnel and our retained external cybersecurity consultants. With close to 25 years of experience in the fields of cybersecurity and data protection, our Data Protection Officer joined the Company in 2019. 26
Our Data Protection Officer provides the Audit Committee with quarterly reports on cybersecurity risks and any material cybersecurity incidents. In addition, our Data Protection Officer provides semi-annual reports directly to our Board of Directors.
Our Data Protection Officer provides the Audit Committee with semi-annual reports on cybersecurity risks and any material cybersecurity incidents. In addition, our Data Protection Officer provides semi-annual reports directly to our Board of Directors.
In fiscal 2024, THOR did not identify any material cybersecurity threats, including as a result of any previous cybersecurity incident, that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.
In fiscal 2025, THOR did not identify any material cybersecurity threats, including as a result of any previous cybersecurity incident, that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following table describes the location, number and size of our principal manufacturing plants and other materially important physical properties as of July 31, 2024: Locations – Applicable Segment(s) Owned or Leased No. of Buildings Approximate Building Area Square Feet United States: Indiana – North American Towable Segment Owned 83 5,999,000 Indiana – North American Towable Segment Leased 1 124,000 Indiana – North American Towable and Motorized Segments Owned 40 2,856,000 Indiana – North American Motorized Segment Owned 18 1,200,000 Indiana – Corporate, North American Towable and Motorized Segments Owned 25 1,490,000 Indiana – Corporate, North American Towable and Motorized Segments Leased 1 1,000 Indiana – Other Owned 4 341,000 Indiana – Other Leased 14 1,148,000 Indiana Subtotal 186 13,159,000 Ohio – North American Towable and Motorized Segments Owned 13 1,336,000 Alabama – North American Motorized Segment Owned 28 1,100,000 Alabama – North American Motorized Segment Leased 3 29,000 Mississippi – North American Motorized Segment Owned 8 240,000 Mississippi – North American Motorized Segment Leased 3 162,000 Michigan – North American Towable Segment Owned 1 148,000 Michigan – North American Towable Segment Leased 1 88,000 Michigan – Other Owned 1 10,000 Michigan – Other Leased 4 270,000 Idaho – North American Towable Segment Owned 5 661,000 Oregon – North American Towable Segment Owned 5 371,000 Other United States – Other Owned 3 611,000 Other United States – Other Leased 5 183,000 Other Subtotal 80 5,209,000 United States Subtotal 266 18,368,000 Europe: Germany – European Segment Owned 83 4,065,000 Germany – European Segment Leased 33 1,283,000 Italy – European Segment Owned 3 493,000 Italy – European Segment Leased 6 256,000 Italy – Other Leased 2 119,000 France – European Segment Owned 6 313,000 Poland – European Segment Owned 1 318,000 United Kingdom – European Segment Owned 1 326,000 Europe Subtotal 135 7,173,000 Total 401 25,541,000 26
Biggest changeThe following table describes the location, number and size of our principal manufacturing plants and other materially important physical properties as of July 31, 2025: Locations – Applicable Segment(s) Owned or Leased No. of Buildings Approximate Building Area Square Feet United States: Indiana – North American Towable Segment Owned 76 5,441,000 Indiana – North American Towable Segment Leased 1 124,000 Indiana – North American Towable and Motorized Segments Owned 38 3,010,000 Indiana – North American Motorized Segment Owned 17 1,150,000 Indiana – Corporate, North American Towable and Motorized Segments Owned 24 1,537,000 Indiana – Other Owned 5 562,000 Indiana – Other Leased 11 788,000 Indiana Subtotal 172 12,612,000 Ohio – North American Towable and Motorized Segments Owned 13 1,336,000 Alabama – North American Motorized Segment Owned 29 1,100,000 Alabama – North American Motorized Segment Leased 2 23,000 Mississippi – North American Motorized Segment Owned 8 240,000 Mississippi – North American Motorized Segment Leased 3 162,000 Michigan – North American Towable Segment Owned 1 148,000 Michigan – Other Owned 1 10,000 Michigan – Other Leased 4 270,000 Idaho – North American Towable Segment Owned 4 409,000 Oregon – North American Towable Segment Owned 5 371,000 Other United States – Other Owned 3 611,000 Other United States – Other Leased 4 149,000 Other Subtotal 77 4,829,000 United States Subtotal 249 17,441,000 Europe: Germany – European Segment Owned 83 4,065,000 Germany – European Segment Leased 28 835,000 Italy – European Segment Owned 3 493,000 Italy – European Segment Leased 5 226,000 Italy – Other Leased 2 119,000 France – European Segment Owned 6 313,000 Poland – European Segment Owned 1 318,000 United Kingdom – European Segment Owned 1 326,000 Europe Subtotal 129 6,695,000 Total 378 24,136,000 27
ITEM 2. PROPERTIES As of July 31, 2024, worldwide we owned or leased approximately 25,541,000 square feet of total manufacturing plant and office space. We believe that our present facilities, consisting primarily of steel clad, steel or wood frame and masonry construction, and the machinery and equipment contained in these facilities, are generally well maintained and in good condition.
ITEM 2. PROPERTIES As of July 31, 2025, worldwide we owned or leased approximately 24,136,000 square feet of total manufacturing plant and office space. We believe that our present facilities, consisting primarily of steel clad, steel or wood frame and masonry construction, and the machinery and equipment contained in these facilities, are generally well maintained and in good condition.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeDuring fiscal 2022 through fiscal 2024, the accrual was 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.
Biggest changeDuring fiscal 2022 through fiscal 2025, the accrual was 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 reimbursed by the suppliers of the products for a portion of the costs incurred related to this recall.
A product recall was issued in late fiscal 2021 related to certain purchased parts utilized in certain of our products, and an accrued liability to cover anticipated costs was established at that time.
A product recall was issued in late fiscal 2021 related to certain purchased parts utilized in certain of our products, and an accrual to cover anticipated costs was established at that time.
Removed
The Company has been, and will continue to be, reimbursed by the suppliers of the products for a portion of the costs it will incur related to this recall.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of July 31, 2024, there are no remaining shares of the Company’s common stock that may be repurchased under the December 21, 2021 authorization. As of July 31, 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 $422,820.
Biggest changeAs of July 31, 2025, the December 21, 2021 authorization had expired and the Company's Board of Directors has retired the June 24, 2022 authorization, and the remaining amount of the Company’s common stock that may be repurchased under the June 18, 2025 authorization expiring on July 31, 2027 is $379,300. Equity Compensation Plan Information – see Item 12. 30
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s Common Stock, par value $0.10 per share (the “Common Stock”), is traded on the New York Stock Exchange (“NYSE”) under the symbol “THO.” Holders As of September 16, 2024, the number of holders of record of the Common Stock was 136.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information The Company’s Common Stock, par value $0.10 per share (the “Common Stock”), is traded on the New York Stock Exchange (“NYSE”) under the symbol “THO.” Holders As of September 16, 2025, the number of holders of record of the Common Stock was 131.
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 of Directors, and will be dependent upon future earnings, cash flows and other factors, in addition to compliance with any then-existing financing facilities. 28 Unregistered Sales of Equity Securities and Use of Proceeds During the three months ended July 31, 2024, the Company used $25,353 to purchase shares of common stock under its share repurchase authorizations.
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 of Directors, and will be dependent upon future earnings, cash flows and other factors, in addition to compliance with any then-existing financing facilities. 29 Unregistered Sales of Equity Securities and Use of Proceeds During the three months ended July 31, 2025, the Company used $50,923 to purchase shares of common stock under its share repurchase authorizations.
Dividends In fiscal 2024, we paid a $0.48 per share dividend for each fiscal quarter. In fiscal 2023, we paid a $0.45 per share dividend for each fiscal quarter. The Company’s Board of Directors currently intends to continue regular quarterly cash dividend payments in the future.
Dividends In fiscal 2025, we paid a $0.50 per share dividend for each fiscal quarter. In fiscal 2024, we paid a $0.48 per share dividend for each fiscal quarter. The Company’s Board of Directors currently intends to continue regular quarterly cash dividend payments in the future.
Since the inception of the initial December 21, 2021 authorization, the Company has purchased 3,214,772 shares of its common stock, at various times in the open market, at a weighted-average price of $85.70 and held them as treasury shares at an aggregate purchase price of $275,501.
Since the inception of the initial December 21, 2021 authorization, the Company has purchased 3,801,330 shares of its common stock, at various times in the open market, at a weighted-average price of $86.32 and held them as treasury shares at an aggregate purchase price of $328,148.
A summary of the Company’s share repurchases during the three months ended July 31, 2024 is set forth below: 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 5/1/24 – 5/31/24 — $ — — $ 448,173 6/1/24 – 6/30/24 266,367 $ 95.18 266,367 $ 422,820 7/1/24 – 7/31/24 — $ — — $ 422,820 266,367 266,367 (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.
A summary of the Company’s share repurchases during the three months ended July 31, 2025 is set forth below: 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 5/1/25 – 5/31/25 — $ — — $ 421,095 6/1/25 – 6/30/25 453,116 $ 88.98 453,116 $ 389,903 7/1/25 – 7/31/25 117,242 $ 90.44 117,242 $ 379,300 570,358 570,358 (1) On December 21, 2021, the Company’s Board of Directors ("the Board") authorized Company management to utilize up to $250,000 to repurchase shares of the Company’s common stock through December 21, 2024.
The Company’s total remaining authorization for common stock repurchases was $422,820 at July 31, 2024.
The Company’s total remaining authorization for common stock repurchases was $379,300 at July 31, 2025.
During the three months ended July 31, 2024, the Company purchased 266,367 shares of its common stock, at various times in the open market, at a weighted-average price of $95.18 and held them as treasury shares at an aggregate purchase price of $25,353, entirely from the June 24, 2022 authorization.
During the three months ended July 31, 2025, the Company purchased 570,358 shares of its common stock, at various times in the open market, at a weighted-average price of $89.28 and held them as treasury shares at an aggregate purchase price of $50,923, with 229,766 shares, or $20,700, from the June 18, 2025 authorization and 340,592 shares, or $30,223, from the June 24, 2022 authorization.
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.
Under the June 18, 2025 repurchase authorization, 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, including pursuant to a repurchase plan administered in accordance with Rule 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.
During the twelve months ended July 31, 2024, the Company purchased 720,997 shares of its common stock, at various times in the open market, at a weighted-average price of $94.85 and held them as treasury shares at an aggregate purchase price of $68,387, with 453,194 shares, or $42,886, coming from the December 21, 2021 authorization and 267,803 shares, or $25,501, coming from the June 24, 2022 authorization.
During the twelve months ended July 31, 2025, the Company purchased 586,558 shares of its common stock, at various times in the open market, at a weighted-average price of $89.76 and held them as treasury shares at an aggregate purchase price of $52,647, with 229,766 shares, or $20,700, from the June 18, 2025 authorization and 356,792 shares, or $31,947, from the June 24, 2022 authorization.
Removed
Equity Compensation Plan Information – see Item 12. 29
Added
On June 18, 2025, the Board retired the Company's existing share repurchase authorization, which was set to expire on July 31, 2025, and authorized the Company's management to utilize up to $400,000 to purchase shares of the Company's common stock beginning on June 18, 2025 and extending through July 31, 2027.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFISCAL 2023 FISCAL 2024 FISCAL 2023 Change Amount % Change NET SALES: Recreational vehicles North American Towable $ 3,679,671 $ 4,202,628 $ (522,957) (12.4) North American Motorized 2,445,850 3,314,170 (868,320) (26.2) Total North America 6,125,521 7,516,798 (1,391,277) (18.5) European 3,364,980 3,037,147 327,833 10.8 Total recreational vehicles 9,490,501 10,553,945 (1,063,444) (10.1) Other 781,927 777,639 4,288 0.6 Intercompany eliminations (229,020) (209,979) (19,041) (9.1) Total $ 10,043,408 $ 11,121,605 $ (1,078,197) (9.7) # OF UNITS: Recreational vehicles North American Towable 112,830 106,504 6,326 5.9 North American Motorized 18,761 24,832 (6,071) (24.4) Total North America 131,591 131,336 255 0.2 European 55,317 55,679 (362) (0.7) Total 186,908 187,015 (107) (0.1) % of Segment Net Sales % of Segment Net Sales GROSS PROFIT: Recreational vehicles North American Towable $ 427,386 11.6 $ 503,487 12.0 $ (76,101) (15.1) North American Motorized 277,840 11.4 442,715 13.4 (164,875) (37.2) Total North America 705,226 11.5 946,202 12.6 (240,976) (25.5) European 581,211 17.3 505,344 16.6 75,867 15.0 Total recreational vehicles 1,286,437 13.6 1,451,546 13.8 (165,109) (11.4) Other, net 165,525 21.2 144,807 18.6 20,718 14.3 Total $ 1,451,962 14.5 $ 1,596,353 14.4 $ (144,391) (9.0) SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Recreational vehicles North American Towable $ 246,330 6.7 $ 243,616 5.8 $ 2,714 1.1 North American Motorized 136,398 5.6 175,509 5.3 (39,111) (22.3) Total North America 382,728 6.2 419,125 5.6 (36,397) (8.7) European 298,013 8.9 271,038 8.9 26,975 10.0 Total recreational vehicles 680,741 7.2 690,163 6.5 (9,422) (1.4) Other 75,108 9.6 65,955 8.5 9,153 13.9 Corporate 139,682 — 113,936 — 25,746 22.6 Total $ 895,531 8.9 $ 870,054 7.8 $ 25,477 2.9 37 FISCAL 2024 % of Segment Net Sales FISCAL 2023 % of Segment Net Sales Change Amount % Change INCOME (LOSS) BEFORE INCOME TAXES: Recreational vehicles North American Towable $ 169,232 4.6 $ 237,123 5.6 $ (67,891) (28.6) North American Motorized 126,496 5.2 255,207 7.7 (128,711) (50.4) Total North America 295,728 4.8 492,330 6.5 (196,602) (39.9) European 231,377 6.9 179,625 5.9 51,752 28.8 Total recreational vehicles 527,105 5.6 671,955 6.4 (144,850) (21.6) Other, net 45,299 5.8 36,965 4.8 8,334 22.5 Corporate (223,560) — (209,567) — (13,993) (6.7) Total $ 348,844 3.5 $ 499,353 4.5 $ (150,509) (30.1) As of July 31, 2024 As of July 31, 2023 Change Amount % Change ORDER BACKLOG: Recreational vehicles North American Towable $ 552,379 $ 756,047 $ (203,668) (26.9) North American Motorized 776,903 1,242,936 (466,033) (37.5) Total North America 1,329,282 1,998,983 (669,701) (33.5) European 1,950,793 3,549,660 (1,598,867) (45.0) Total $ 3,280,075 $ 5,548,643 $ (2,268,568) (40.9) CONSOLIDATED Consolidated net sales for fiscal 2024 decreased $1,078,197, or 9.7%, compared to fiscal 2023.
Biggest changeFISCAL 2024 FISCAL 2025 FISCAL 2024 Change Amount % Change NET SALES: Recreational vehicles North American Towable $ 3,784,666 $ 3,679,671 $ 104,995 2.9 North American Motorized 2,175,604 2,445,850 (270,246) (11.0) Total North America 5,960,270 6,125,521 (165,251) (2.7) European 3,023,961 3,364,980 (341,019) (10.1) Total recreational vehicles 8,984,231 9,490,501 (506,270) (5.3) Other 859,609 781,927 77,682 9.9 Intercompany eliminations (264,350) (229,020) (35,330) (15.4) Total $ 9,579,490 $ 10,043,408 $ (463,918) (4.6) # OF UNITS: Recreational vehicles North American Towable 119,790 112,830 6,960 6.2 North American Motorized 17,153 18,761 (1,608) (8.6) Total North America 136,943 131,591 5,352 4.1 European 44,445 55,317 (10,872) (19.7) Total 181,388 186,908 (5,520) (3.0) % of Segment Net Sales % of Segment Net Sales GROSS PROFIT: Recreational vehicles North American Towable $ 496,976 13.1 $ 427,386 11.6 $ 69,590 16.3 North American Motorized 210,634 9.7 277,840 11.4 (67,206) (24.2) Total North America 707,610 11.9 705,226 11.5 2,384 0.3 European 460,319 15.2 581,211 17.3 (120,892) (20.8) Total recreational vehicles 1,167,929 13.0 1,286,437 13.6 (118,508) (9.2) Other, net 172,712 20.1 165,525 21.2 7,187 4.3 Total $ 1,340,641 14.0 $ 1,451,962 14.5 $ (111,321) (7.7) SELLING, GENERAL AND ADMINISTRATIVE EXPENSES: Recreational vehicles North American Towable $ 256,536 6.8 $ 246,330 6.7 $ 10,206 4.1 North American Motorized 124,715 5.7 136,398 5.6 (11,683) (8.6) Total North America 381,251 6.4 382,728 6.2 (1,477) (0.4) European 306,254 10.1 298,013 8.9 8,241 2.8 Total recreational vehicles 687,505 7.7 680,741 7.2 6,764 1.0 Other, net 81,517 9.5 75,108 9.6 6,409 8.5 Corporate 153,532 — 139,682 — 13,850 9.9 Total $ 922,554 9.6 $ 895,531 8.9 $ 27,023 3.0 39 FISCAL 2025 % of Segment Net Sales FISCAL 2024 % of Segment Net Sales Change Amount % Change INCOME (LOSS) BEFORE INCOME TAXES: Recreational vehicles North American Towable $ 247,012 6.5 $ 169,232 4.6 $ 77,780 46.0 North American Motorized 85,343 3.9 126,496 5.2 (41,153) (32.5) Total North America 332,355 5.6 295,728 4.8 36,627 12.4 European 101,634 3.4 231,377 6.9 (129,743) (56.1) Total recreational vehicles 433,989 4.8 527,105 5.6 (93,116) (17.7) Other, net 53,740 6.3 45,299 5.8 8,441 18.6 Corporate (191,538) — (223,560) — 32,022 14.3 Total $ 296,191 3.1 $ 348,844 3.5 $ (52,653) (15.1) As of July 31, 2025 As of July 31, 2024 Change Amount % Change ORDER BACKLOG: Recreational vehicles North American Towable $ 525,014 $ 552,379 $ (27,365) (5.0) North American Motorized 1,004,620 776,903 227,717 29.3 Total North America 1,529,634 1,329,282 200,352 15.1 European 1,525,592 1,950,793 (425,201) (21.8) Total $ 3,055,226 $ 3,280,075 $ (224,849) (6.9) CONSOLIDATED Consolidated net sales for fiscal 2025 decreased $463,918, or 4.6%, compared to fiscal 2024.
The U.S. dollar interest under the amended agreement was reduced by 0.50% so that the applicable margin for Alternate Base Rate (“ABR”)-based loans is now 1.25% and for Secured Overnight Financing Rate (“SOFR”)-based loans is 2.25%.
The U.S. dollar interest rate under the amended agreement was reduced by 0.50% so that the applicable margin for Alternate Base Rate (“ABR”)-based loans is now 1.25% and for Secured Overnight Financing Rate (“SOFR”)-based loans is 2.25%.
Financing Activities Net cash used in financing activities for fiscal 2024 was $337,677, including borrowings of $113,502 on the asset-based credit facility for temporary working capital needs and subsequent payments of $111,555 on the asset-based credit facility.
Net cash used in financing activities for fiscal 2024 was $337,677, including borrowings of $113,502 on the asset-based credit facility for temporary working capital needs and subsequent payments of $111,555 on the asset-based credit facility.
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 retail activity, RV wholesale prices as well as interest rates and other 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 current retail activity, current RV wholesale prices as well as current interest rates and other carrying costs.
In addition, the applicable margin for the Euro loan interest was reduced by 0.25% so that the applicable margin for the EURIBOR-based loans is 2.75%. North American RV Industry The Company monitors industry conditions in the North American RV market using a number of resources including its own performance tracking and modeling.
In addition, the applicable margin for the Euro loan interest rate was reduced by 0.25% so that the applicable margin for the EURIBOR-based loans is 2.75%. North American RV Industry The Company monitors industry conditions in the North American RV market using a number of resources including its own performance tracking and modeling.
Industry wholesale shipment data for the European RV market is not available. 34 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.
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.
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.
These fairs have historically been well-attended events that allow retail consumers 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.
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.
Despite the continuing near-term challenges, we remain optimistic about the future of 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.
The Company’s reporting units are generally the same as its operating segments, which are identified in Note 3 to the Consolidated Financial Statements. Goodwill is not amortized but is tested for impairment annually as of May 31 of each fiscal year and whenever events or changes in circumstances indicate that an impairment may have occurred.
The Company’s reporting units are generally the same as its operating segments, which are identified in Note 2 to the Consolidated Financial Statements. Goodwill is not amortized but is tested for impairment annually as of May 31 of each fiscal year and whenever events or changes in circumstances indicate that an impairment may have occurred.
The determination of whether a triggering event has occurred is subject to significant management judgment, including at which point or fiscal quarter a triggering event has occurred when the relevant adverse factors persist over extended periods. The Company completed its annual goodwill impairment test as of May 31, 2024, and no impairment was identified.
The determination of whether a triggering event has occurred is subject to significant management judgment, including at which point or fiscal quarter a triggering event has occurred when the relevant adverse factors persist over extended periods. The Company completed its annual goodwill impairment test as of May 31, 2025, and no impairment was identified.
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Company’s Consolidated Financial Statements and Notes thereto included in Item 8 of this Report. The discussion below is a comparison of the results of operations and changes in financial condition for the fiscal years ended July 31, 2024 and 2023.
Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the Company’s Consolidated Financial Statements and Notes thereto included in Item 8 of this Report. The discussion below is a comparison of the results of operations and changes in financial condition for the fiscal years ended July 31, 2025 and 2024.
In estimating the expiration of the standby repurchase obligations, we used inventory reports as of July 31, 2024 from our independent dealers’ primary lending institutions and made an assumption for obligations for inventory aged 0-12 months that it was financed evenly over the twelve-month period.
In estimating the expiration of the standby repurchase obligations, we used inventory reports as of July 31, 2025 from our independent dealers’ primary lending institutions and made an assumption for obligations for inventory aged 0-12 months that it was financed evenly over the twelve-month period.
We may also consider strategic and opportunistic repurchases of shares of THOR stock under the share repurchase authorizations as discussed in Note 17 to the 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 may also consider strategic and opportunistic repurchases of shares of THOR stock under the share repurchase authorizations as discussed in Note 16 to the 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").
The decrease in consolidated net sales is primarily due to lower current dealer and consumer demand in comparison to fiscal 2023 in the North American Towable and Motorized segments, partially offset by an increase in net sales from our European segment.
The decrease in consolidated net sales is primarily due to lower current dealer and consumer demand in comparison to fiscal 2024 in the North American Motorized and European segments, partially offset by an increase in net sales from our North American Towable segment.
Accounting Pronouncements Reference is made to Note 1 to the Consolidated Financial Statements in this report for a summary of recently adopted accounting pronouncements, which summary is hereby incorporated by reference. 49
Accounting Pronouncements Reference is made to Note 1 to the Consolidated Financial Statements in this report for a summary of recently adopted accounting pronouncements, which summary is hereby incorporated by reference. 51
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.
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 2025 will continue to be negatively impacted by these factors.
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.
Material and labor costs are the primary factors determining our cost of products sold and any future increases in these costs could negatively impact our profit margins if we are unable to offset those costs through a combination of product recontenting, material sourcing strategies, efficiency improvements, headcount reductions or raising the selling prices for our products by corresponding amounts.
In addition, borrowings of $186,723 were made in connection with the debt refinancing as discussed in Note 13 to the Consolidated Financial Statements, and payments totaling $340,619 were made on the term-loan credit facilities, of which $127,626 was paid in connection with the debt refinancing.
In addition, borrowings of $186,723 were made in connection with the debt refinancing discussed in Note 12 to the Consolidated Financial Statements, and payments totaling $340,619 were made on the term-loan credit facilities, of which $127,626 was paid in connection with the debt refinancing.
See Note 7 to the Consolidated Financial Statements for further information regarding goodwill and intangible assets. 48 Product Warranty We generally provide retail customers of our products with either a one-year or two-year warranty covering defects in material or workmanship, with longer warranties on certain structural components or other items.
See Note 6 to the Consolidated Financial Statements for further information regarding goodwill and intangible assets. 50 Product Warranty We generally provide retail customers of our products with either a one-year or two-year warranty covering defects in material or workmanship, with longer warranties on certain structural components or other items.
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 $814,000 at July 31, 2024.
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 $840,000 at July 31, 2025.
The Company also considers monthly wholesale shipment data as reported by the 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 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 comparison of, and changes between, the fiscal years ended July 31, 2023 and 2022 can be found within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2023, as filed with the SEC on September 25, 2023.
The comparison of, and changes between, the fiscal years ended July 31, 2024 and 2023 can be found within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended July 31, 2024, as filed with the SEC on September 24, 2024.
In addition, the impact of recent 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 fiscal 2024, particularly in North America, and are expected to continue to impact the remainder of calendar year 2024.
The impact of 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 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 fiscal 2025, particularly in North America, and are expected to continue to impact the remainder of calendar year 2025 and into calendar 2026.
We anticipate approximately two-thirds of our capital spend will be in North America and one-third in Europe, and that these expenditures will be funded by cash provided by our operating activities. The Company’s Board currently intends to continue regular quarterly cash dividend payments in the future.
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. 47 The Company’s Board currently intends to continue regular quarterly cash dividend payments in the future.
Executive Summary 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.
Executive Summary 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.
Unrecognized income tax benefits in the amount of $12,405 have been excluded from the table because we are unable to determine a reasonably reliable estimate of the timing of future payment. We have no other material off-balance sheet commitments.
Unrecognized income tax benefits in the amount of $13,688 have been excluded from the table because we are unable to determine a reasonably reliable estimate of the timing of future payment. We have no other material off-balance sheet commitments.
(2) See Note 16 to the Consolidated Financial Statements for additional information. (3) Represent commitments to purchase specified quantities of raw materials at market prices. The dollar values above have been estimated based on July 31, 2024 market prices.
(2) See Note 15 to the Consolidated Financial Statements for additional information. (3) Represent commitments to purchase specified quantities of raw materials at market prices. The dollar values above have been estimated based on July 31, 2025 market prices.
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 17.4% and 9.3% of the caravan and motorcaravan (including campervans) European market for the six months ended June 30, 2024, respectively, does not provide OEM-specific information.
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 15.2% and 9.4% of the caravan and motorcaravan (including campervans) European market for the six months ended June 30, 2025, respectively, does not provide OEM-specific information.
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 July 31, 2024 was approximately 26,200 units as compared to approximately 21,200 units as of July 31, 2023.
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 July 31, 2025 was approximately 22,200 units as compared to approximately 26,200 units as of July 31, 2024.
We generally have financed our growth through a combination of internally generated cash flows from operations and, when needed, outside credit facilities. Capital acquisitions of $139,617 in fiscal 2024 were made primarily for purchases of land, production building additions and improvements and replacing machinery and equipment used in the ordinary course of business.
We generally have financed our growth through a combination of internally generated cash flows from operations and, when needed, outside credit facilities. Capital acquisitions of $121,616 in fiscal 2025 were made primarily for purchases of land, production building additions and improvements and replacing machinery and equipment used in the ordinary course of business.
See Note 7 to the Consolidated Financial Statements for a summary of the components of that balance.
See Note 6 to the Consolidated Financial Statements for a summary of the components of that balance.
Trademarks and design technology assets are both valued on a Relief of Royalty method and are both amortized on a straight-line basis, using lives of 15 to 25 years for trademarks and 10 to 15 years for design technology assets, respectively. Amortizable intangible assets, net as of July 31, 2024 totaled $861,133.
Trademarks and design technology assets are both valued on a Relief of Royalty method and are both amortized on a straight-line basis, using lives of 15 to 25 years for trademarks and 10 to 15 years for design technology assets, respectively. Amortizable intangible assets, net as of July 31, 2025 totaled $758,758.
Selling, general and administrative expenses were 8.9% of consolidated net sales for fiscal 2024 and 7.8% for fiscal 2023, with the increase in percentage due to the combination of the decrease in consolidated net sales in fiscal 2024 compared to fiscal 2023 and the increase in costs.
Selling, general and administrative expenses were 9.6% of consolidated net sales for fiscal 2025 and 8.9% for fiscal 2024, with the increase in percentage due to the combination of the decrease in consolidated net sales in fiscal 2025 compared to fiscal 2024 and the increase in costs.
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.
As a result, we believe many of those who have been exposed to the industry for the first time will become future owners once general economic conditions improve, 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.
According to statistics published by Stat Surveys, for the twelve-month periods ended June 30, 2024 and 2023, our retail market share for travel trailers and fifth wheels combined was 40.4% and 42.4%, respectively.
According to statistics published by Stat Surveys, for the twelve-month periods ended June 30, 2025 and 2024, our retail market share for travel trailers and fifth wheels combined was 38.4% and 40.3%, respectively.
We record a liability, which totaled $311,627 at July 31, 2024, based on our best estimate of the amounts necessary to settle unpaid existing claims and estimated future claims on products sold as of the balance sheet date.
We record a liability, which totaled $291,130 at July 31, 2025, based on our best estimate of the amounts necessary to settle unpaid existing claims and estimated future claims on products sold as of the balance sheet date.
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 July 31, 2024 decreased 14.3% to approximately 75,000 units from approximately 87,500 units as of July 31, 2023.
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 July 31, 2025 decreased 2.3% to approximately 73,300 units from approximately 75,000 units as of July 31, 2024.
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.
When possible, to minimize the future impact of supply chain constraints, we have identified a second-source supplier base for certain component parts; however, engineering requirements associated with an alternate component part, particularly the chassis on which our various units are built, could limit the impact of these alternative suppliers on reducing any near-term supply constraints.
For the Company’s May 31, 2024 annual impairment test, multiple reporting units showed fair value exceeding carrying value by less than 25%. The aggregate value of goodwill in these reporting units is approximately 85% of the Company’s consolidated goodwill balance.
For the Company’s May 31, 2025 annual impairment test, certain reporting units showed fair value exceeding carrying value by less than 25%. The aggregate value of goodwill in these reporting units is approximately 75% of the Company’s consolidated goodwill balance.
Total Amounts Committed Amount of Commitment Expiration Per Period Other Commercial Commitments Less Than One Year (1) 1-3 Years 4-5 Years Over 5 Years Standby repurchase obligations (1) $ 3,642,137 $ 2,210,005 $ 1,432,132 $ — $ — (1) The standby repurchase totals above do not consider any curtailments that lower the eventual repurchase obligation totals, and these obligations generally extend up to eighteen months from the date of sale of the related product to the dealer.
Total Amounts Committed Amount of Commitment Expiration Per Period Other Commercial Commitments Less Than One Year (1) 1-3 Years 4-5 Years Over 5 Years Standby repurchase obligations (1) $ 3,484,235 $ 2,130,127 $ 1,354,108 $ — $ — (1) The standby repurchase totals above do not consider any curtailments that lower the eventual repurchase obligation totals, and these obligations generally extend up to eighteen months from the date of sale of the related product to the dealer.
In Europe, according to the European Caravan Federation (“ECF”), EHG’s current market share for the six months ended June 30, 2024 based on units was approximately 25.3% for motorcaravans and campervans combined and approximately 18.3% for caravans.
In Europe, according to the European Caravan Federation (“ECF”), EHG’s current market share for the six months ended June 30, 2025 based on units was approximately 26.1% for motorcaravans and campervans combined and approximately 17.3% for caravans.
The Company increased its previous regular quarterly dividend of $0.43 per share to $0.45 per share in October 2022. 46 Principal Contractual Obligations and Commercial Commitments Our principal contractual obligations and commercial commitments at July 31, 2024 are summarized in the following charts.
The Company increased its previous regular quarterly dividend of $0.45 per share to $0.48 per share in October 2023. 48 Principal Contractual Obligations and Commercial Commitments Our principal contractual obligations and commercial commitments at July 31, 2025 are summarized in the following charts.
Significant Fiscal 2024 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.
Changes to the international provisions will impact the Company in fiscal year 2027. 32 Significant Fiscal 2024 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 increase in unit shipments is primarily due to the recent demand for the lower cost travel trailer units as compared to the prior year. According to statistics published by RVIA, for the twelve months ended July 31, 2024, combined travel trailer and fifth wheel wholesale unit shipments increased 8.0% compared to the same period last year.
The increase in unit shipments was primarily due to the heightened demand for the lower-cost travel trailer units as compared to the prior year. According to statistics published by RVIA, for the twelve months ended July 31, 2025, combined travel trailer and fifth wheel wholesale unit shipments increased 6.3% compared to the same period last year.
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.
This information is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various states or provinces. We anticipate that near-term demand will be influenced by many factors, including consumer confidence and the level of consumer spending on discretionary products.
In the most likely scenario, towable and motorized unit shipments are projected to increase to an approximated annual total of 346,100 units, or 6.8% higher than the most likely scenario for calendar year 2024 wholesale shipments.
In the most likely scenario, towable and motorized unit shipments are projected to increase to an approximated annual total of 349,300 units, or 3.6% higher than the most likely scenario for calendar year 2025 wholesale shipments.
Variable costs in manufacturing overhead decreased $39,251 in fiscal 2024 compared to fiscal 2023 as a result of the decrease in North American Motorized net sales.
Variable costs in manufacturing overhead decreased $14,829 in fiscal 2025 compared to fiscal 2024 as a result of the decrease in North American Motorized net sales.
The total carrying value of goodwill as of July 31, 2024 is $1,786,973. See Note 7 to the Consolidated Financial Statements for a summary of changes in carrying value by fiscal year and reportable segment.
The total carrying value of goodwill as of July 31, 2025 is $1,841,118. See Note 6 to the Consolidated Financial Statements for a summary of changes in carrying value by fiscal year and reportable segment.
Net working capital at July 31, 2024 was $1,083,005 compared to $1,077,098 at July 31, 2023. Capital expenditures of $139,635 for fiscal 2024 were made primarily for production building additions and improvements and replacing machinery and equipment used in the ordinary course of business.
Net working capital at July 31, 2025 was $1,193,279 compared to $1,083,005 at July 31, 2024. Capital expenditures of $122,987 for fiscal 2025 were made primarily for production building additions and improvements and replacing machinery and equipment used in the ordinary course of business.
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.
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.
The decrease of $39,111 in North American Motorized selling, general and administrative expenses in fiscal 2024 compared to fiscal 2023 was 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 $40,330.
The decrease of $11,683 in North American Motorized selling, general and administrative expenses in fiscal 2025 compared to fiscal 2024 was 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 $10,911.
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. Consolidated gross profit for fiscal 2024 decreased $144,391, or 9.0%, compared to fiscal 2023.
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 fiscal 2025 decreased $111,321, or 7.7%, compared to fiscal 2024.
Operating Activities Net cash provided by operating activities for fiscal 2024 was $545,548 as compared to net cash provided by operating activities of $981,633 for fiscal 2023. For fiscal 2024, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles, deferred income tax benefit and stock-based compensation) provided $564,153 of operating cash.
Operating Activities Net cash provided by operating activities for fiscal 2025 was $577,923 as compared to net cash provided by operating activities of $545,548 for fiscal 2024. For fiscal 2025, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles, deferred income tax benefit and stock-based compensation) provided $512,046 of operating cash.
The RVIA most likely forecast for calendar year 2024 could range from a lower estimate of approximately 311,600 total units to an upper estimate of approximately 336,600 units. As part of their September 2024 forecast, RVIA also issued a downward revision of their initial June 2024 estimates for calendar year 2025 wholesale unit shipments.
The RVIA most likely forecast for calendar year 2025 could range from a lower estimate of approximately 320,400 total units to an upper estimate of approximately 353,500 units. As part of their September 2025 forecast, RVIA also issued their initial estimates for calendar year 2026 wholesale unit shipments.
Total manufacturing overhead decreased $28,136 in correlation with the decrease in sales but increased as a percentage of North American Towable net sales from 7.8% to 8.2%, as the decreased net sales levels resulted in higher overhead costs per unit sold.
Total manufacturing overhead increased $7,583 in correlation with the increase in net sales and decreased slightly as a percentage of North American Towable net sales from 8.2% to 8.1%, as the increased net sales levels resulted in lower overhead costs per unit sold.
This information is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various states or provinces. 33 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.
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 level of consumer confidence, the rate of unemployment, the rate of inflation, the disposable income of consumers, interest rates, credit availability, the health of the housing market, tax rates and fuel availability and prices.
Additionally, the Company made regular quarterly cash dividend payments of $0.45 per share for each quarter of fiscal 2023 totaling $95,969, and $42,007 was used for treasury share repurchases. The Company increased its previous regular quarterly dividend of $0.45 per share to $0.48 per share in October 2023.
Additionally, the Company made regular quarterly cash dividend payments of $0.48 per share for each quarter of fiscal 2024 totaling $102,137, and $68,387 was used for treasury share repurchases. The Company increased its previous regular quarterly dividend of $0.48 per share to $0.50 per share in October 2024.
The decrease of $164,875 in North American Motorized gross profit for fiscal 2024 compared to fiscal 2023 was driven by the decrease in net sales, while the decrease in the gross profit percentage was due to the increase in the cost of products sold percentage noted above.
The decrease of $67,206 in North American Motorized gross profit for fiscal 2025 compared to fiscal 2024 was driven by the decrease in North American Motorized net sales coupled with the decrease in the gross profit percentage, which is due to the increase in the cost of products sold percentage noted above.
Company European Retail Statistics European Unit Registrations (1) Six Months Ended June 30, Increase % 2024 2023 (Decrease) Change Motorcaravan and Campervan 20,941 15,868 5,073 32.0 Caravan 4,909 5,156 (247) (4.8) Total OEM-Reporting Countries 25,850 21,024 4,826 23.0 (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, is continuously updated and is often impacted by delays in reporting by various countries.
Company European Retail Statistics European Unit Registrations (1) Six Months Ended June 30, Increase % 2025 2024 (Decrease) Change Motorcaravan and Campervan 21,538 20,994 544 2.6 Caravan 4,297 4,930 (633) (12.8) Total OEM-Reporting Countries 25,835 25,924 (89) (0.3) (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, is continuously updated and is often impacted by delays in reporting by various countries.
Liquidity and Capital Resources As of July 31, 2024, we had $501,316 in cash and cash equivalents, of which $373,031 is held in the United States and the equivalent of $128,285, predominantly in Euros, is held in Europe, compared to $441,232 on July 31, 2023, of which $338,703 was held in the United States and the equivalent of $102,529, predominantly in Euros, was held in Europe.
Liquidity and Capital Resources As of July 31, 2025, we had $586,596 in cash and cash equivalents, of which $412,088 is held in the United States and the equivalent of $174,508, predominantly in Euros, is held in Europe, compared to $501,316 on July 31, 2024, of which $373,031 was held in the United States and the equivalent of $128,285, predominantly in Euros, was held in Europe.
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.
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 overall net price per unit increase of 11.5% includes an increase of 2.2% due to the impact of foreign currency exchange rate changes and a constant-currency increase of 9.3% due to the combined impact of product mix and selling price increases, primarily due to the much higher concentration of the higher-priced Motorcaravan sales in the current fiscal year compared to the prior fiscal year, primarily due to improved supply of chassis and other components compared to the prior fiscal year.
The overall net price per unit increase of 9.6% includes an increase of 1.7% due to the impact of foreign currency exchange rate changes and a constant-currency increase of 7.9% 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 fiscal 2025 as compared to fiscal 2024 and the continued trend of consumer preference toward Motorcaravans.
Under a most likely scenario, towable and motorized unit shipments are projected to increase to approximately 289,800 and 34,300, respectively, for an annual total of approximately 324,100 units, up 3.5% from the 2023 calendar year wholesale shipments.
Under a most likely scenario, towable and motorized unit shipments are projected to increase to approximately 303,100 and 33,800, respectively, for an annual total of approximately 337,000 units, up 1.0% from the 2024 calendar year wholesale shipments.
We believe these factors will continue to affect retail sales in our fiscal 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.
In addition, due to inflationary pressures, including the impact of higher tariffs, current 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, particularly in the fall and winter months which historically are lower retail sales periods.
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 Six Months Ended June 30, % Change Six Months Ended June 30, % Change 2024 2023 2024 2023 OEM Reporting Countries (1) 82,773 76,831 7.7 26,879 27,932 (3.8) Non-OEM Reporting Countries (1) 11,867 9,684 22.5 7,758 8,844 (12.3) Total 94,640 86,515 9.4 34,637 36,776 (5.8) (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.
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 Six Months Ended June 30, % Change Six Months Ended June 30, % Change 2025 2024 2025 2024 OEM Reporting Countries (1) 82,524 82,909 (0.5) 24,869 26,898 (7.5) Non-OEM Reporting Countries (1) 12,139 11,901 2.0 6,393 7,776 (17.8) Total 94,663 94,810 (0.2) 31,262 34,674 (9.8) (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.
The primary reason for the $51,752 increase in European Recreational Vehicle income before income taxes was the increase in European Recreational Vehicle net sales. The primary reasons for the increase in percentage was the decrease in the cost of products sold percentage noted above.
The primary reason for the decrease in the income before income taxes percentage was the increase in the cost of products sold percentage noted above. 45 European Recreational Vehicles Analysis of Change in Net Sales for Fiscal 2025 vs.
North American Motorized cost of products sold decreased $703,445 to $2,168,010, or 88.6% of North American Motorized net sales, for fiscal 2024 compared to $2,871,455, or 86.6% of North American Motorized net sales, for fiscal 2023. The changes in material, labor, freight-out and warranty costs comprised $665,521 of the $703,445 decrease due to the decreased sales volume.
North American Motorized cost of products sold decreased $203,040 to $1,964,970, or 90.3% of North American Motorized net sales, for fiscal 2025 compared to $2,168,010, or 88.6% of North American Motorized net sales, for fiscal 2024. The changes in material, labor, freight-out and warranty costs comprised $188,009 of the $203,040 decrease due to the decreased sales volume.
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.
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 committed future 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. 35 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.
This calendar year 2025 most likely forecast could range from a lower estimate of approximately 329,900 total units to an upper estimate of approximately 362,300 units.
This calendar year 2026 most likely forecast could range from a lower estimate of approximately 332,400 total units to an upper estimate of approximately 366,100 units.
The decreases in the overall net price per unit within the travel trailer product line of 19.9% and the fifth wheel product line of 5.0% during fiscal 2024 were primarily due to product mix changes trending toward more moderately-priced units as compared to fiscal 2023.
The decrease in the overall net price per unit within the travel trailer product line of 9.5% during fiscal 2025 was primarily due to current product mix trending toward more moderately-priced units as compared to the prior year.
This decrease was partially offset by an increase in professional fees and settlement and RV repurchase costs of $5,690. The increase in the overall selling, general and administrative expense as a percentage of North American Motorized net sales was primarily due to the decrease in North American Motorized net sales.
The increase in the overall selling, general and administrative expense as a percentage of North American Motorized net sales was primarily due to the decrease in North American Motorized net sales.
Consolidated gross profit was 14.5% of consolidated net sales for fiscal 2024 and 14.4% for fiscal 2023. The decrease in consolidated gross profit in fiscal 2024 compared to fiscal 2023 was primarily due to the impact of the decrease in consolidated net sales.
Consolidated gross profit was 14.0% of consolidated net sales for fiscal 2025 and 14.5% for fiscal 2024. The decreases in consolidated gross profit and the consolidated gross profit percentage in fiscal 2025 compared to fiscal 2024 were both primarily due to the impact of the decrease in consolidated net sales coupled with increased sales discounting.
Variable costs in manufacturing overhead decreased $28,487 in fiscal 2024 compared to fiscal 2023 as a result of the decrease in North American Towable net sales. 40 The decrease of $76,101 in North American Towable gross profit for fiscal 2024 compared to fiscal 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.
Variable costs included in manufacturing overhead increased $7,746 in fiscal 2025 compared to fiscal 2024 as a result of the increase in North American Towable net sales. 42 The increase of $69,590 in North American Towable gross profit for fiscal 2025 compared to fiscal 2024 is driven by the increase in North American Towable net sales coupled with the increase in the gross profit percentage, which is due to the decrease in the cost of products sold percentage noted above.
As a result of these amendments and associated maturity date extensions, the Company recognized total expense of $14,741 in fiscal 2024. 31 Subsequently, on July 1, 2024, the Company entered into an amendment to its term loan to modify the applicable margins used to determine the interest rate on both the U.S. dollar-denominated loans and Euro-denominated loans.
Subsequently, on July 1, 2024, the Company entered into an amendment to its term loan to modify the applicable margins used to determine the interest rate on both the U.S. dollar-denominated loans and Euro-denominated loans.
The components of the $60,084 increase in cash and cash equivalents are described in more detail below, but the increase was primarily attributable to cash provided by operations of $545,548 less cash used in financing activities of $337,677 and cash used in investing activities of $146,812.
The components of the $85,280 increase in cash and cash equivalents are described in more detail below, but the increase was primarily attributable to cash provided by operations of $577,923 less cash used in financing activities of $426,306 and cash used in investing activities of $64,465.
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. 45 Our current estimate of committed and internally approved capital spend for fiscal 2025 is $225,000, 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.
Our current estimate of committed and internally approved capital spend for fiscal 2026 is $225,000, primarily for certain building projects as well as replacing and upgrading machinery, equipment and other assets throughout our facilities to be used in the ordinary course of business.
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 Six Months Ended June 30, Increase % 2024 2023 (Decrease) Change North American Towable units 166,760 186,292 (19,532) (10.5) North American Motorized units 21,382 25,584 (4,202) (16.4) Total 188,142 211,876 (23,734) (11.2) Note: Data reported by Stat Surveys is based on official state and provincial records.
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 Six Months Ended June 30, Increase % 2025 2024 (Decrease) Change North American Towable units 166,013 169,013 (3,000) (1.8) North American Motorized units 19,665 21,697 (2,032) (9.4) Total 185,678 190,710 (5,032) (2.6) Note: Data reported by Stat Surveys is based on official state and provincial records.
Uncertainties related to changing emission standards may also impact the availability of chassis used in our production of certain European motorized RVs and could also impact consumer buying patterns. In Europe, we experienced cost increases, supply shortages and delivery delays of other, non-chassis raw material components which negatively impacted the efficiency of our production in the current fiscal year.
Uncertainties related to changing emission standards may also negatively impact the availability of chassis and/or other components used in our production of certain European motorized RVs and could also impact consumer buying patterns.
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.
Our long-term outlook for future growth in European RV retail sales remains positive due to favorable demographic trends and as more people utilize 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. 37 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.
North American Towable cost of products sold decreased $446,856 to $3,252,285, or 88.4% of North American Towable net sales, for fiscal 2024 compared to $3,699,141, or 88.0% of North American Towable net sales, for fiscal 2023. Changes in material, labor, freight-out and warranty costs comprised $418,720 of the $446,856 decrease in cost of products.
North American Towable cost of products sold increased $35,405 to $3,287,690, or 86.9% of North American Towable net sales, for fiscal 2025 compared to $3,252,285, or 88.4% of North American Towable net sales, for fiscal 2024. Changes in material, labor, freight-out and warranty costs comprised $27,822 of the $35,405 increase in cost of products sold.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

4 edited+3 added−0 removed1 unchanged
Biggest changeA hypothetical 10% change in the Euro/U.S. dollar exchange rate would change our July 31, 2024 debt balance by an estimated $38,628.
Biggest changeA hypothetical 10% change in the Euro/U.S. dollar exchange rate would change our July 31, 2025 debt balance by an estimated $37,381. INTEREST RATE RISK – In the normal course of business, we are exposed to market risk from changes in interest rates that could affect our results of operations and financial condition.
ITEM 7A. 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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to market risk from changes in foreign currency exchange rates and interest rates as well as inflation. 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 has used foreign currency forward contracts to manage certain foreign exchange rate exposure related to anticipated sales transactions in Pound 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 $386,279 of debt denominated in Euros at July 31, 2024.
The Company has used foreign currency forward contracts to manage certain foreign exchange rate exposure related to anticipated sales transactions in Pound 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 $373,812 of debt denominated in Euros at July 31, 2025.
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 14.1% of our weighted-average interest rate at July 31, 2024) would result in an estimated $6,026 reduction in income before income taxes over a one-year period. 50
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 19.6% of our weighted-average interest rate at July 31, 2025) would result in an estimated $4,138 reduction in income before income taxes over a one-year period.
Added
We manage our exposure to interest rate risks through our regular operations and financing activities.
Added
COMMODITY PRICE RISK – The Company is subject to market risk from fluctuating market prices for certain purchased raw materials, including steel and aluminum, and we purchase component parts containing various commodities as well which are integrated into our manufactured products.
Added
While such materials are typically available through multiple suppliers, commodity raw materials are inherently subject to price fluctuations and could impact our results of operations. As part of its normal ongoing operations, the Company negotiates with suppliers regarding the timing and extent of any commodity price increases. 52

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