10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR QUARTER ENDED January 31, 2006 COMMISSION FILE NUMBER 1-9235

THOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	93-0768752
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

419 West Pike Street, Jackson Center, OH	45334-0629
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (937) 596-6849

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

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o

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

Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at 1/31/2006
Common stock, par value $.10 per share	56,740,588 shares

1

PART I — Financial Information
Unless otherwise indicated, all amounts presented in thousands except units, share and per share data.
ITEM 1. Financial Statements

THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	January 31, 2006			July 31, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	117,258		$	163,596
Investments – short term		112,737			45,219
Accounts receivable:
Trade		172,430			140,927
Other		6,190			5,409
Inventories		190,858			161,770
Prepaid expenses		9,986			5,857
Deferred income taxes		13,659			1,262
Total current assets		623,118			524,040
Property:
Land		23,314			21,339
Buildings and improvements		118,397			109,443
Machinery and equipment		51,925			49,259
Total cost		193,636			180,041
Accumulated depreciation		45,696			40,252
Property, net		147,940			139,789
Investment in Joint ventures		2,923			2,800
Other assets:
Goodwill		165,663			165,662
Non-compete agreements		3,315			3,790
Trademarks		13,900			13,900
Other		9,159			7,898
Total other assets		192,037			191,250
TOTAL ASSETS	$	966,018		$	857,879
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	127,600		$	118,056
Accrued liabilities:
Taxes		42,145			8,351
Compensation and related items		31,731			28,519
Product warranties		53,882			55,118
Promotions and rebates		7,731			7,362
Product/property liability and related		9,154			7,913
Dividend payable		—			17,000
Other		8,312			6,493
Total current liabilities		280,555			248,812
Deferred income taxes and other liabilities		13,035			11,680
Stockholders’ equity:
Common stock — authorized 250,000,000 shares; issued 56,996,588 shares @ 1/31/06 and 56,933,483 shares @ 7/31/05; par value of $.10 per share		5,700			5,693
Additional paid-in capital		83,901			82,652
Accumulated other comprehensive income		1,783			943
Retained earnings		588,282			515,877
Restricted stock plan		(207	)		(747	)
Less Treasury shares of 256,000, at cost		(7,031	)		(7,031	)
Total stockholders’ equity		672,428			597,387
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	966,018		$	857,879

     See notes to consolidated financial statements

2

THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
FOR THE THREE & SIX MONTHS ENDED JANUARY 31, 2006 AND 2005

	Three Months Ended January 31				Six Months Ended January 31
	2006		2005		2006		2005
Net sales	$	642,047	$	537,041	$	1,403,370	$	1,169,767
Cost of products sold		552,084		469,209		1,201,765		1,011,161
Gross profit		89,963		67,832		201,605		158,606
Selling, general and administrative expenses		41,237		35,762		85,573		72,043
Interest income		2,038		541		3,718		1,345
Interest expense		223		67		570		109
Other income		127		365		926		1,126
Income before income taxes		50,668		32,909		120,106		88,925
Provision for income taxes		18,794		12,271		44,867		33,214
Net income	$	31,874	$	20,638	$	75,239	$	55,711
Average common shares outstanding:
Basic		56,593,434		56,712,923		56,580,913		56,834,930
Diluted		56,982,007		57,141,714		56,942,738		57,210,661
Earnings per common share:
Basic	$	.56	$	.36	$	1.33	$	.98
Diluted	$	.56	$	.36	$	1.32	$	.97
Dividends declared per common share:	$	.05	$	.03	$	.05	$	.06

     See notes to consolidated financial statements

3

THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE SIX MONTHS ENDED JANUARY 31, 2006 AND 2005

	2006			2005
Cash flows from operating activities:
Net income	$	75,239		$	55,711
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation		6,968			4,686
Amortization		475			471
Deferred income taxes		(12,396	)		—
Loss on disposition of assets		12			74
Loss (gain) on disposition of trading investments		255			884
Unrealized (gain) loss on trading investments		15			274
Changes in non cash assets and liabilities, net of effect from acquisitions:
Purchases of trading investments		(152,062	)		(54,871	)
Proceeds from disposition of trading investments		84,274			102,584
Accounts receivable		(32,284	)		(25,003	)
Inventories		(29,089	)		(43,216	)
Prepaids and other		(5,514	)		(6,343	)
Accounts payable		8,650			(27,399	)
Accrued liabilities		39,198			(3,578	)
Other liabilities		1,854			224
Net cash (used in) provided by operating activities		(14,405	)		4,498
Cash flows from investing activities:
Purchase of property, plant & equipment		(14,244	)		(31,120	)
Proceeds from disposition of assets		49			21
Acquisitions – Net of cash acquired		—			(27,973	)
Net cash used in investing activities		(14,195	)		(59,072	)
Cash flows from financing activities:
Cash dividends		(19,834	)		(3,420	)
Purchase of common stock for retirement		—			(8,490	)
Proceeds from issuance of common stock		1,256			760
Retirement of acquired debt		—			(1,001	)
Net cash used in financing activities		(18,578	)		(12,151	)
Effect of exchange rate changes on cash		840			727
Net decrease in cash and equivalents		(46,338	)		(65,998	)
Cash and equivalents, beginning of period		163,596			136,120
Cash and equivalents, end of period	$	117,258		$	70,122
Supplemental cash flow information:
Income taxes paid	$	23,343		$	42,116
Interest paid		570			109
Non cash transactions:
Retirement of treasury shares		—		$	8,490
Capital expenditures in accounts payable	$	894			—

     See notes to consolidated financial statements

4

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.

The July 31, 2005 amounts are from the annual audited financial statements. The interim financial statements are unaudited. In the opinion of management, all adjustments (which consist of normal recurring adjustments) necessary to present fairly the financial position, results of operations and change in cash flows for the interim periods presented have been made. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended July 31, 2005. The results of operations for the six months ended January 31, 2006 are not necessarily indicative of the results for the full year.

2.

Major classifications of inventories are:

	January 31, 2006		July 31, 2005
Raw materials	$	96,954	$	78,493
Chassis		37,400		29,506
Work in process		44,900		55,413
Finished goods		30,501		14,196
Total		209,755		177,608
Less excess of FIFO costs over LIFO costs		18,897		15,838
Total inventories	$	190,858	$	161,770

3. Earnings Per Share

	Three Months		Three Months		Six Months		Six Months
	Ended		Ended		Ended		Ended
	January 31, 2006		January 31, 2005		January 31, 2006		January 31, 2005
Weighted average shares outstanding for basic earnings per share		56,593,434		56,712,923		56,580,913		56,834,930
Stock options and restricted stock		388,573		428,791		361,825		375,731
Total — For diluted shares		56,982,007		57,141,714		56,942,738		57,210,661

4. Comprehensive Income

	Three Months		Three Months			Six Months		Six Months
	Ended		Ended			Ended		Ended
	January 31, 2006		January 31, 2005			January 31, 2006		January 31, 2005
Net income	$	31,874	$	20,638		$	75,239	$	55,711
Foreign currency translation adjustment		430		(122	)		840		727
Comprehensive income	$	32,304	$	20,516		$	76,079	$	56,438

5. Segment Information

The Company has three reportable segments: 1.) towable recreation vehicles, 2.) motorized recreation vehicles, and 3.) buses. The towable recreation vehicle segment consists of product lines from the following operating companies that have been aggregated: Airstream, Breckenridge, CrossRoads, Dutchmen, General Coach Hensall and Oliver, Keystone, Komfort, Thor America and Thor California. The motorized recreation vehicle segment consists of product lines from the following operating companies that have been aggregated: Airstream, Damon, Four Winds and Oliver. The bus segment consists of the following operating companies that have been aggregated: Champion Bus, ElDorado California, ElDorado Kansas and Goshen Coach. During the quarter ended January 31, 2006, the Company made the decision not to produce a planned motorized product line. The impairment charge associated with the decision was $1,360 and is included in cost of products sold.

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	Three Months		Three Months		Six Months		Six Months
	Ended		Ended		Ended		Ended
	January 31, 2006		January 31, 2005		January 31, 2006		January 31, 2005
Net Sales:
Recreation vehicles:
Towables	$	457,861	$	365,497	$	991,097	$	805,659
Motorized		113,841		113,530		262,935		255,664
Total recreation vehicles		571,702		479,027		1,254,032		1,061,323
Buses		70,345		58,014		149,338		108,444
Total	$	642,047	$	537,041	$	1,403,370	$	1,169,767

	Three Months			Three Months			Six Months			Six Months
	Ended			Ended			Ended			Ended
	January 31, 2006			January 31, 2005			January 31, 2006			January 31, 2005
Income Before Income Taxes:
Recreation vehicles:
Towables	$	50,002		$	29,707		$	111,426		$	77,393
Motorized		2,171			3,878			10,537			11,786
Total recreation vehicles		52,173			33,585			121,963			89,179
Buses		1,985			1,342			3,979			2,468
Corporate		(3,490	)		(2,018	)		(5,836	)		(2,722	)
Total	$	50,668		$	32,909		$	120,106		$	88,925

	January 31, 2006		July 31, 2005
Identifiable Assets:
Recreation vehicles:
Towables	$	480,425	$	384,292
Motorized		142,406		126,045
Total recreation vehicles		622,831		510,337
Buses		93,425		96,942
Corporate		249,762		250,600
Total	$	966,018	$	857,879

6. Treasury Shares

The Company purchased and retired 323,200 shares of treasury stock in the first quarter of fiscal 2005 at an average cost of $26.27 per share. This retirement resulted in a reduction of $32 in common stock and $458 in additional paid-in-capital and $8,000 in retained earnings.

7. Investments – Short Term

Short term investments, which are principally investment grade securities composed of asset-based notes, mortgage-based notes, auction rate securities and corporate bonds, are generally bought and held for sale in the near term, and are classified as trading securities. Trading securities are carried at fair market value. Realized and unrealized gains and losses on trading securities are included in earnings. Dividend and interest income are recognized when earned.

8. Acquisitions

On November 1, 2004, we completed our acquisition of the stock of DS Corp. dba CrossRoads RV, an Indiana corporation (“CrossRoads”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 28, 2004, by and among our company, Thor Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of our company (“Acquisition

6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Subsidiary”), CrossRoads and the securityholders of CrossRoads. CrossRoads is engaged in the business of manufacturing towable recreation vehicles. Under the terms of the Merger Agreement, Acquisition Subsidiary merged with and into CrossRoads, and CrossRoads continued as the surviving corporation (the “Merger”). In addition, as part of the Merger, certain members of management of CrossRoads entered into non-competition agreements with our company.

The primary reasons for the acquisition include CrossRoads’ future earnings potential, its fit with our existing operations, its market share, and its cash flow. The results of operations for CrossRoads are included in Thor’s operating results beginning November 1, 2004.

The purchase price paid by us for the acquisition of the stock of CrossRoads was $28,030, which was payable in cash and was funded from our cash on hand. The fair value of assets acquired and liabilities assumed was $32,958, and $4,928 respectively. The purchase price allocation includes $1,176 of non-compete agreements, which will be amortized over two to seven years, $20,485 of goodwill and $794 for trademarks that are not subject to amortization.

On May 27, 2005, we completed our acquisition of the Goshen Coach Division of Veritrans Specialty Vehicles Inc. pursuant to an asset purchase agreement dated May 26, 2005 for cash of $10,083.

9. Goodwill and Other Intangible Assets

The components of other intangible assets are as follows:

	January 31, 2006				July 31, 2005
			Accumulated				Accumulated
	Cost		Amortization		Cost		Amortization
Amortized Intangible Assets:
Non-compete agreements	$	15,889	$	12,574	$	15,889	$	12,099

	Three Months		Three Months		Six Months		Six Months
	Ended		Ended		Ended		Ended
	January 31, 2006		January 31, 2005		January 31, 2006		January 31, 2005
Non-compete Agreements:
Amortization Expense	$	238	$	269	$	475	$	471

Non-compete agreements are amortized on a straight-line basis.

Estimated Amortization Expense:

For the year ending July 2006	$	949
For the year ending July 2007	$	887
For the year ending July 2008	$	828
For the year ending July 2009	$	492
For the year ending July 2010	$	337

     There was no change in the carrying amount of goodwill and trademarks for the six month period ended January 31, 2006.

     As of January 31, 2006, Goodwill and Trademarks by segments totaled as follows:

	Goodwill		Trademarks
Recreation Vehicles:
Towables	$	143,795	$	10,237
Motorized		17,252		2,600
Total Recreation Vehicles		161,047		12,837
Bus		4,616		1,063
Total	$	165,663	$	13,900

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10. Warranty

Thor provides customers of our products with a warranty covering defects in material or workmanship for periods generally ranging from one to two years, with longer warranties on certain structural components. We record a liability based on our best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Factors we use in estimating the warranty liability include a history of units sold, existing dealer inventory, average cost incurred and a profile of the distribution of warranty expenditures over the warranty period. A significant increase in dealer shop rates, the cost of parts or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such claims or additional costs materialize. Management believes that the warranty reserve is adequate; however, actual claims incurred could differ from estimates, requiring adjustments to the reserves. Warranty reserves are reviewed and adjusted as necessary on a quarterly basis.

	Three Months		Three Months		Six Months		Six Months
	Ended		Ended		Ended		Ended
	January 31, 2006		January 31, 2005		January 31, 2006		January 31, 2005
Beginning Balance	$	56,112	$	48,164	$	55,118	$	45,829
Provision		11,886		12,586		27,853		27,381
Payments		14,116		12,693		29,089		25,153
Acquisitions		—		1,095		—		1,095
Ending Balance	$	53,882	$	49,152	$	53,882	$	49,152

11. Commercial Commitments

Our principal commercial commitments at January 31, 2006 are summarized in the following chart:

	Total		Term of
Commitment	Amount Committed		Guarantee
Guarantee on dealer financing	$	3,078	less than 1 year
Standby repurchase obligation on dealer financing	$	806,690	less than 1 year

The Company records repurchase and guarantee reserves based on prior experience and known current events. The combined repurchase and recourse reserve balances are approximately $1,753 and $1,368 as of January 31, 2006 and July 31, 2005, respectively.

	Three Months		Three Months		Six Months		Six Months
	Ended		Ended		Ended		Ended
	January 31, 2006		January 31, 2005		January 31, 2006		January 31, 2005
Cost of units repurchased	$	753	$	5,743	$	2,103	$	6,836
Realization on units resold		534		4,551		1,806		5,474
Losses due to repurchase	$	219	$	1,192	$	297	$	1,362

12. Stock-Based Compensation

Effective August 1, 2005, we adopted Statement of Financial Accounting Standard (“SFAS”) No. 123R, Share Based Payment, using the modified prospective transition method. Under the modified prospective method, awards that are granted, modified or settled after the date of the adoption should be measured and accounted for in accordance with SFAS 123R.

8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock Options – The Company’s Board of Directors approved the 1999 Stock Option Plan. 2,000,000 shares were authorized under the Plan. Options expire 10 years from the date of grant and are vested evenly over 3 to 4 years from the date of grant.

A summary of option activity under the 1999 Stock Option Plan for the six months ended January 31, 2006 is as follows:

			Weighted		Weighted Avg.
			Avg. Exercise		Remaining		Aggregate
	Shares		Price		Contractual Life		Intrinsic Value
Outstanding, August 1, 2005		700,708	$	19.60		—		—
Granted		—		—		—		—
Exercised		63,105	$	19.90		—		—
Canceled		—		—		—		—
Forfeited		—		—		—		—
Outstanding, January 31, 2006		637,603	$	19.57		7.1	$	14,717
Exercisable, January 31, 2006		464,686	$	16.42		6.7	$	12,189

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. Assumptions utilized in the model are evaluated when awards are granted. Forfeiture assumptions are revised as necessary to reflect experience. The fair value of the stock options is based upon the market price of the underlying common stock as of the date of the grant, reduced by the present value of estimated future dividends, and risk-free interest rates. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. Expected volatilities are based on the historical volatility of our stock. The expected term of the options represents the period of time that options granted are outstanding and is estimated using historical exercise and termination behavior.

The amount expensed in the current period under SFAS No. 123R is consistent with prior proforma disclosures under SFAS 123.

For the three and six months ended January 31, 2006, the Company recorded expense of $220 and $418, respectively for stock option awards. At January 31, 2006, there was $936 of total unrecognized compensation costs related to stock options that is expected to be recognized over a weighted average period of 1.3 years.

Cash received from stock option exercises for the three and six months ended January 31, 2006 was $1,213 and $1,256, respectively. The total intrinsic value of stock options exercised was $1,319.

Exercises of options are satisfied with the issuance of new shares from authorized shares.

Stock Awards – The Company has a stock award plan which allows for the granting of up to 600,000 shares of restricted stock to selected executives. Restrictions expire 50% after 5 years following the date of issue and the balance after six years.

A summary of stock award activity under this Plan for the six months ended January 31, 2006 is as follows:

			Weighted
			Average Grant
	Shares		Date Fair Value
Nonvested, August 1, 2005		115,700	$	12.93
Granted		—		—
Vested		16,800		5.77
Forfeited		—		—
Nonvested, January 31, 2006		98,900	$	14.15

9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the three and six months ended January 31, 2006, the Company recorded expense of $60 and $122, respectively for restricted stock awards. At January 31, 2006, there was $626 of total unrecognized compensation costs related to restricted stock awards that is expected to be recognized over a weighted average period of 2.9 years.

The total fair value of restricted shares vested during the six months ended January 31, 2006 is $604.

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

Executive Overview

We were founded in 1980 and have grown to be the largest manufacturer of Recreation Vehicles (“RV’s”) and a major manufacturer of commercial buses in North America. Our position in the travel trailer and fifth wheel segment of the industry (towables), with our 2004 acquisition of CrossRoads RV, gives us an approximate 31% market share. In the motorized segment of the industry we have an approximate 13% market share. Our market share in small and mid-size commercial buses is approximately 44%. We have recently entered the 40-foot bus market with a new facility in Southern California designed for that product as well as our existing 30-foot and 35-foot buses.

Our growth has been internal and by acquisition. Our strategy has been to increase our profitability in North America in the recreation vehicle industry and in the bus business through product innovation, service to our customers, manufacturing quality products, improving our facilities and acquisitions. We have not entered unrelated businesses and have no plans to do so in the future.

We rely on internally generated cash flows from operations to finance our growth although we may borrow to make an acquisition if we believe the incremental cash flows will provide for rapid payback. We have invested significant capital to modernize and expand our plant facilities and expended approximately $48,000 for that purpose in fiscal 2005.

Our business model includes decentralized operating units and we compensate operating management primarily with cash based upon profitability of the unit which they manage. Our corporate staff provides financial management, centralized purchasing services, insurance, legal and human resources, risk management, and internal audit functions. Senior corporate management interacts regularly with operating management to assure that corporate objectives are understood clearly and are monitored appropriately.

Our RV products are sold to dealers who, in turn, retail those products. Our buses are sold through dealers to municipalities and private purchasers such as rental car companies and hotels. We do not directly finance dealers but do provide repurchase agreements in order to facilitate the dealers obtaining floor plan financing. We have a joint venture, Thor Credit, operated by GE Consumer Finance, which provides retail credit to ultimate purchasers of any recreation vehicle purchased from a Thor dealer. This retail credit on recreation vehicles is not limited to Thor product only.

For management and reporting purposes, we segment our business into towable recreation vehicles, motorized recreation vehicles and buses.

Trends and Business Outlook

The most important determinant of demand for Recreation Vehicles is demographics. The baby boomer population is now reaching retirement age and retirees are a large market for our products. The baby boomer population in the United States is expected to grow five times as fast as the expected growth in the total United States population. We believe a primary indicator of the strength of the recreation vehicle industry is retail RV sales, which we closely monitor to determine industry trends. Travel trailer sales were up substantially this quarter as a result of the hurricanes and sale of hurricane relief units being used as temporary living quarters.

10

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Government entities are primary users of our buses. Demand in this segment is subject to fluctuations in government spending on transit. In addition, hotel and rental car companies are also major users of our small and mid-size buses and therefore airline travel is an important indicator for this market. The majority of our buses have a 5-year useful life, so many of the buses are being replaced.

Fuel price fluctuations have not historically influenced our sales materially and we do not anticipate that modest increases in interest rates will have a significant negative effect on sales.

Economic or industry-wide factors affecting our recreation vehicle business include raw material costs of commodities used in the manufacture of our product. Material cost is the primary factor determining our cost of goods sold. Additional increases in raw material costs would impact our profit margins negatively if we were unable to raise prices for our products by corresponding amounts.

Three Months Ended January 31, 2006 vs. Three Months Ended January 31, 2005

	Three Months Ended					Three Months Ended					Change
	January 31, 2006					January 31, 2005					Amount			%
NET SALES:
Recreation Vehicles
Towables	$	457,861				$	365,497				$	92,364		25.3
Motorized		113,841					113,530					311		.3
Total Recreation Vehicles		571,702					479,027					92,675		19.3
Buses		70,345					58,014					12,331		21.3
Total	$	642,047				$	537,041				$	105,006		19.6
# OF UNITS:
Recreation Vehicles
Towables		24,042					18,813					5,229		27.8
Motorized		1,486					1,541					(55	)	(3.6	)
Total Recreation Vehicles		25,528					20,354					5,174		25.4
Buses		1,321					997					324		32.5
Total		26,849					21,351					5,498		25.8
				% of					% of
				Segment					Segment
				Net Sales					Net Sales
GROSS PROFIT:
Recreation Vehicles
Towables	$	76,758			16.8	$	52,542			14.4	$	24,216		46.1
Motorized		7,876			6.9		10,845			9.6		(2,969	)	(27.4	)
Total Recreation Vehicles		84,634			14.8		63,387			13.2		21,247		33.5
Buses		5,329			7.6		4,445			7.7		884		19.9
Total	$	89,963			14.0	$	67,832			12.6	$	22,131		32.6
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreation Vehicles
Towables	$	26,881			5.9	$	22,858			6.3	$	4,023		17.6
Motorized		5,704			5.0		6,905			6.1		(1,201	)	(17.4	)
Total Recreation Vehicles		32,585			5.7		29,763			6.2		2,822		9.5
Buses		3,154			4.5		3,105			5.4		49		1.6
Corporate		5,498			—		2,894			—		2,604		90.0
Total	$	41,237			6.4	$	35,762			6.7	$	5,475		15.3
INCOME BEFORE INCOME TAXES:
Recreation Vehicles
Towables	$	50,002			10.9	$	29,707			8.1	$	20,295		68.3
Motorized		2,171			1.9		3,878			3.4		(1,707	)	(44.0	)
Total Recreation Vehicles		52,173			9.1		33,585			7.0		18,588		55.3
Buses		1,985			2.8		1,342			2.3		643		47.9
Corporate		(3,490	)		—		(2,018	)		—		(1,472	)	(72.9	)
Total	$	50,668			7.9	$	32,909			6.1	$	17,759		54.0

11

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

CONSOLIDATED

($ in 000)

Net sales and gross profit for the second quarter of fiscal 2006 were up 19.6% and 32.6% respectively compared to the second quarter of fiscal 2005. Income before income taxes for the second quarter of fiscal 2006 was up 54.0% compared to the second quarter of fiscal 2005. Selling, general and administrative expenses increased 15.3% compared to the second quarter of fiscal 2005. The specifics on changes in net sales, gross profit, general and administrative expense and income before income taxes are addressed in the segment reporting below

Corporate costs in selling, general and administrative were $5,498 for the second quarter of fiscal 2006 compared to $2,894 for the second quarter of fiscal 2005. This increase of $2,604 is primarily the result of increased insurance costs, legal expenses and cost of compliance with Sarbanes-Oxley.

Net sales and income before income taxes for the second quarter of fiscal 2006 included net sales and a loss before income taxes of $8,712 and $567 respectively, for Goshen Coach acquired May 27, 2005. The overall effective tax rate for the second quarter of fiscal 2006 was 37.1% compared to 37.3% for the second quarter of fiscal 2005.

Segment Reporting

RECREATION VEHICLES

Analysis of Percentage Change in Net Sales Versus Prior Year

	Impact from Internal Growth
	Average Price
	Per Unit			Units			Net Change
Recreation Vehicles
Towables		(2.5	)%		27.8	%		25.3	%
Motorized		3.9	%		(3.6	)%		.3	%

TOWABLE RECREATION VEHICLES

The increase in towables net sales resulted primarily from an increase in unit shipments of 27.8%. The overall industry increase in towables for November and December of 2005 was 30.7%, according to statistics published by the Recreation Vehicle Industry Association. Decreases in the average price per unit resulted from product mix. We estimate that approximately $38,170, or 8.3% of towable net sales, were related to Hurricane relief units which were sold through our dealer network. We have no industry statistics for the total Hurricane relief units sold.

Towables gross profit percentage increased to 16.8% of net sales for the second quarter of fiscal 2006 from 14.4% of net sales for the second quarter of fiscal 2005. The primary factor for the 46.1% increase in gross profit was the 25.3% increase in net sales. Selling, general and administrative expenses were 5.9% of net sales for the second quarter of fiscal 2006 and 6.3% of net sales for the second quarter of fiscal 2005.

Towables income before income taxes increased to 10.9% of net sales for the second quarter of fiscal 2006 from 8.1% of net sales for the second quarter of fiscal 2005. The primary factor for this increase was our 25.3% revenue increase.

12

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

MOTORIZED RECREATION VEHICLES

The increase in motorized net sales resulted from an increase in average price per unit offset by a reduction in unit shipments. The decrease in units sold of approximately 3.6% outperformed the overall market decrease in motorhomes of 20% for the two month period November and December 2005. Increases in the average price per unit resulted from the combination of price increases and product mix.

Motorized gross profit percentage decreased to 6.9% of net sales for the second quarter of fiscal 2006 from 9.6% of net sales for the second quarter of fiscal 2005. The primary factor for the decreased gross profit in 2006 was due to the decision to not produce a planned motorized product line. The impairment charge associated with the decision was $1,360 and is included in cost of products sold. The balance of the decrease in gross margin is related to reduced unit sales. Selling, general and administrative expenses were 5.0% of net sales for the second quarter of fiscal 2006 and 6.1% of net sales for the second quarter of fiscal 2005.

Motorized income before income taxes was 1.9% of net sales for the second quarter of fiscal 2006 and 3.4% of net sales for the second quarter of fiscal 2005.

BUSES

Analysis of Percentage Change in Net Sales Versus Prior Year

	Impact			Impact from Internal Growth
	from Acquisition			Average Price Per Unit			Units		Net Change
Buses		15.0	%		6.3	%		—		21.3	%

The increase in buses net sales resulted from a combination of an increase in both average price per unit and our acquisition of Goshen Coach.

Buses gross profit percentage decreased to 7.6% of net sales for the second quarter of fiscal 2006 from 7.7% of net sales for the second quarter of fiscal 2005 due to the low gross profit on bus contracts assumed in the purchase of Goshen Coach. Selling, general and administrative expenses were 4.5% of net sales for fiscal 2006 and 5.4% for the second quarter of fiscal 2005. The reduction in selling, general and administrative expenses as a percentage of net sales is primarily due to reduced legal and settlement costs in the second quarter of fiscal 2006.

Buses income before income taxes increased to 2.8% of net sales for the second quarter of fiscal 2006 from 2.3% for the second quarter of fiscal 2005. The primary reason for the increase is increased revenues of 21.3%.

ORDER BACKLOG

	As of		As of		Change
$(in 000's)	January 31, 2006		January 31, 2005		Amount			%
Recreation Vehicles
Towables	$	376	$	190	$	186			97.9
Motorized		122		123		(1	)		(.8	)
Total Recreation Vehicles		498		313		185			59.1
Buses		174		136		38			27.9
Total	$	672	$	449	$	223			49.7

13

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Six Months Ended January 31, 2006 vs. Six Months Ended January 31, 2005

	Six Months					Six Months					Change
	January 31, 2006					January 31, 2005					Amount			%
NET SALES:
Recreation Vehicles
Towables	$	991,097				$	805,659				$	185,438			23.0
Motorized		262,935					255,664					7,271			2.8
Total Recreation Vehicles		1,254,032					1,061,323					192,709			18.2
Buses		149,338					108,444					40,894			37.7
Total	$	1,403,370				$	1,169,767				$	233,603			20.0
# OF UNITS:
Recreation Vehicles
Towables		51,560					41,347					10,213			24.7
Motorized		3,505					3,532					(27	)		(.8	)
Total Recreation Vehicles		55,065					44,879					10,186			22.7
Buses		2,789					1,898					891			46.9
Total		57,854					46,777					11,077			23.7
				% of					% of
				Segment					Segment
				Net Sales					Net Sales
GROSS PROFIT:
Recreation Vehicles
Towables	$	167,522			16.9	$	124,106			15.4	$	43,416			35.0
Motorized		23,177			8.8		25,280			9.9		(2,103	)		(8.3	)
Total Recreation Vehicles		190,699			15.2		149,386			14.1		41,313			27.7
Buses		10,906			7.3		9,220			8.5		1,686			18.3
Total	$	201,605			14.4	$	158,606			13.6	$	42,999			27.1
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreation Vehicles
Towables	$	56,253			5.7	$	46,844			5.8	$	9,409			20.1
Motorized		12,637			4.8		13,435			5.3		(798	)		(5.9	)
Total Recreation Vehicles		68,890			5.5		60,279			5.7		8,611			14.3
Buses		6,617			4.4		6,812			6.3		(195	)		(2.9	)
Corporate		10,066			—		4,952			—		5,114			103.3
Total	$	85,573			6.1	$	72,043			6.2	$	13,530			18.8
INCOME BEFORE INCOME TAXES:
Recreation Vehicles
Towables	$	111,426			11.2	$	77,393			9.6	$	34,033			44.0
Motorized		10,537			4.0		11,786			4.6		(1,249	)		(10.6	)
Total Recreation Vehicles		121,963			9.7		89,179			8.4		32,784			36.8
Buses		3,979			2.7		2,468			2.3		1,511			61.2
Corporate		(5,836	)		—		(2,722	)		—		(3,114	)		(114.4	)
Total	$	120,106			8.6	$	88,925			7.6	$	31,181			35.1

CONSOLIDATED

($ in 000)

Net sales and gross profit for the six months of fiscal 2006 were up 20.0% and 27.1% respectively compared to the six months of fiscal 2005. Income before income taxes for the six months of fiscal 2006 was up 35.1% compared to the six months of fiscal 2005. Selling, general and administrative expenses increased 18.8% compared to fiscal 2005. The specifics on changes in net sales, gross profit, general and administrative expense and income before income taxes are addressed in the segment reporting below.

14

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Corporate costs in selling, general and administrative were $10,066 for the six months of fiscal 2006 compared to $4,952 in fiscal 2005. This increase of $5,114 is primarily the result of increased insurance costs, legal expenses and cost of compliance with Sarbanes-Oxley.

Net sales and income before income taxes for the six months of fiscal 2006 included net sales and income before income taxes of $79,381 and $10,655 respectively compared to net sales of $14,435 and income before income taxes of $834 for the six months of 2005 for CrossRoads RV acquired November 1, 2004. Net sales and loss before income taxes for the six months of fiscal 2006 were $19,387 and $861 respectively, for Goshen Coach acquired May 27, 2005. The overall effective tax rate for the six months of fiscal 2006 and 2005 was 37.4%.

Segment Reporting

RECREATION VEHICLES

Analysis of Percentage Change in Net Sales Versus Prior Year

				Impact from Internal Growth
	Impact			Average Price
	from Acquisition			Per Unit			Units			Net Change
Recreation Vehicles
Towables		4.7	%		(1.7	)%		20.0	%		23.0	%
Motorized					3.6	%		(.8	)%		2.8	%

TOWABLE RECREATION VEHICLES

The increase in towables net sales resulted primarily from an increase in unit shipments. The overall industry increase in towables for August through December 2005 was 21.4%. Decreases in the average price per unit resulted from product mix. We estimate that approximately $113,677, or 11.5% of towable net sales, were related to Hurricane relief units sold through our dealer network. We have no industry statistics for the total Hurricane relief units sold.

Towables gross profit percentage increased to 16.9% of net sales for fiscal 2006 from 15.4% of net sales for fiscal 2005. The primary factor for the 35.0% increase in gross profit was the 23.0% increase in net sales. Selling, general and administrative expenses were 5.7% of net sales for fiscal 2006 and 5.8% of net sales for fiscal 2005.

Towables income before income taxes increased to 11.2% of net sales for fiscal 2006 from 9.6% of net sales for fiscal 2005. The primary factor for this increase was our 23.0% revenue increase.

MOTORIZED RECREATION VEHICLES

The increase in motorized net sales resulted from an increase in average price per unit. The decrease in units sold of approximately .8% outperformed the overall market decrease in motorhomes of 16% for August through December 2005. Increases in the average price per unit resulted from the combination of price increases and product mix.

Motorized gross profit percentage decreased to 8.8% of net sales from 9.9% of net sales for fiscal 2005. The primary factor for the decreased gross profit in 2006 was due to the decision to not produce a planned motorized product line. The impairment charge associated with the decision was $1,360 and is included in cost of products sold. The balance of the decrease in gross margin is related to reduced unit sales. Selling, general and administrative expenses were 4.8% of net sales for fiscal 2006 and 5.3% of net sales for fiscal 2005.

15

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Motorized income before income taxes was 4.0% of net sales for fiscal 2006 and 4.6% of net sales for fiscal 2005.

BUSES

Analysis of Percentage Change in Net Sales Versus Prior Year

	Impact			Impact from Internal Growth
	from Acquisition			Average Price Per Unit			Units			Net Change
Buses		17.9	%		9.4	%		10.4	%		37.7	%

The increase in buses net sales resulted from a combination of an increase in both average price per unit and unit shipments and our acquisition of Goshen Coach. The increase in units sold of approximately 46.9% would have been 10.4% excluding Goshen Coach. The unit sales increases are indicative of an expected replacement cycle on our buses the majority of which have a 5 year useful life. In addition, replacement of many older buses were delayed due to decline in the travel industry subsequent to the 9/11 terrorist attacks.

Buses gross profit percentage decreased to 7.3% of net sales for fiscal 2006 from 8.5% of net sales for fiscal 2005 due to the low gross profit on bus contracts assumed in the purchase of Goshen Coach. Selling, general and administrative expenses were 4.4% of net sales for fiscal 2006 and 6.3% for fiscal 2005. The reduction in selling, general and administrative expenses as a percentage of net sales is primarily due to reduced legal and settlement costs in fiscal 2006.

Buses income before income taxes increased to 2.7% of net sales for fiscal 2006 from 2.3% for fiscal 2005. The primary reason for the increase is increased revenues of 37.7%

Financial Condition and Liquidity

$ (in 000)

As of January 31, 2006, we had $229,995 in cash, cash equivalents and short-term investments, compared to $208,815 on July 31, 2005. Short term investments, which are principally investment grade securities composed of asset-based notes, mortgage-backed notes, auction rate securities and corporate bonds, are generally bought and held for sale in the near term and are classified as trading securities. Trading securities are carried at fair market value. Realized and unrealized gains and losses on trading securities are included in earnings. Dividend and interest income are recognized when earned.

Due to the relative short-term maturity (average 3 months) of our trading securities, we do not believe that a change in interest rates will have a significant impact on our financial position or results of future operations.

Working capital at January 31, 2006 was $342,563 compared to $275,228 on July 31, 2005. We have no long-term debt. We currently have a $30,000 revolving line of credit which bears interest at negotiated rates below prime and expires on November 30, 2006. There were no borrowings on this line of credit during the six months ended January 31, 2006. The loan agreement executed in connection with the line of credit contains certain covenants, including restrictions on additional indebtedness, and requires us to maintain certain financial ratios. We believe that internally generated funds and the line of credit will be sufficient to meet our current needs and any additional capital requirements. Capital expenditures of approximately $15,138 for the six months ended January 31, 2006 were primarily for planned expansions and improvements of $13,841 at our recreation vehicle facilities and $1,297 for our bus operations, primarily at our new Goshen Coach facility.

16

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The Company anticipates additional capital expenditures in fiscal 2006 of approximately $23,000. These expenditures will be made primarily to expand our RV companies and for replacement of machinery and equipment to be used in the ordinary course of business.

Critical Accounting Principles

The consolidated financial statements of Thor are prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We believe that of our accounting policies, the following may involve a higher degree of judgments, estimates, and complexity:

Impairment of Goodwill, Trademarks and Long-Lived Assets

We at least annually review the carrying value of goodwill and trademarks with indefinite useful lives. Long-lived assets, identifiable intangibles that are amortized, goodwill and trademarks with indefinite useful lives are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. Management believes that the estimates of future cash flows and fair values are reasonable; however, changes in estimates of such cash flows and fair values could affect the evaluations.

Insurance Reserves

Generally, we are self-insured for workers’ compensation and group medical insurance. Under these plans, liabilities are recognized for claims incurred, including those incurred but not reported, and changes in the reserves. At the time a workers’ compensation claim is filed, a liability is estimated to settle the claim. The liability for workers’ compensation claims is determined by a third party administrator using various state statutes and reserve requirements. Group medical reserves are funded through a Trust and are estimated using historical claims’ experience. We have a self-insured retention for products liability and personal injury matters of $5,000,000 per occurrence. We have established a reserve on our balance sheet for such occurrences based on historical data and actuarial information. We maintain excess liability insurance aggregating $10,000,000 with outside insurance carriers to minimize our risks related to catastrophic claims in excess of all our self-insured positions. Any material change in the aforementioned factors could have an adverse impact on our operating results.

Warranty

We provide customers of our products with a warranty covering defects in material or workmanship for periods generally ranging from one to two years, with longer warranties on certain structural components. We record a liability based on our best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Factors we use in estimating the warranty liability include a history of units sold, existing dealer inventory, average cost incurred and a profile of the distribution of warranty expenditures over the warranty period. A significant increase in dealer shop rates, the cost of parts or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such claims or additional costs materialize. Management believes that the warranty reserve is adequate; however, actual claims incurred could differ from estimates, requiring adjustments to the reserves. Warranty reserves are reviewed and adjusted as necessary on a quarterly basis.

17

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes.” The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in the company’s financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could materially impact the Company’s financial position or its results of operations.

Forward Looking Statements

This report includes certain statements that are “forward looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 as amended. These forward-looking statements involve uncertainties and risks. There can be no assurance that actual results will not differ from the Company’s expectations. Factors which could cause materially different results include, among others, fuel availability, interest rate increases, increased material costs, the success of new product introductions, the pace of acquisitions, cost structure improvements, competition and general economic conditions. The Company disclaims any obligation or undertaking to disseminate any updates or revisions to any change in expectation of the Company after the date hereof or any change in events, conditions or circumstances on which any statement is based except as required by law.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk from changes in foreign currency related to its operations in Canada. However, because of the size of Canadian operations, a hypothetical 10% change in the Canadian dollar as compared to the U.S. dollar would not have a significant impact on the Company’s financial position or results of operations. The Company is also exposed to market risks related to interest rates because of its investments in corporate debt securities. A hypothetical 10% change in interest rates would not have a significant impact on the Company’s financial position or results of operations.

ITEM 4. Controls and Procedures

As of the end of the period covered by this report, the Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as required by Exchange Act Rule 13a-15(f). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls

18

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

There have been no changes in the Company’s internal control over financial reporting during the three months ended January 31, 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — Other Information

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) ISSUER PURCHASES OF EQUITY SECURITIES

					(c) Total Number		(d) Maximum Number
					of Shares		(or Approximate
	(a) Total		(b)		(or Units)		Dollar Value)
	Number		Average		Purchased as		of Shares (or Units)
	of Shares		Price Paid		Part of Publicly		that May Yet Be
	(or Units)		Per Share		Announced Plans		Purchased Under the
Period	Purchased		(or Unit)		or Programs (1)		Plans or Programs
November 2005		—		—		—		1,132,800
December 2005		—		—		—		1,132,800
January 2006		—		—		—		1,132,800

(1) On March 11, 2003, we announced that our Board of Directors had approved a share repurchase program, pursuant to which up to 1,000,000 shares of our common stock may be repurchased. In the second quarter of fiscal 2004, we affected a two-for-one stock split, resulting in 2,000,000 shares authorized for repurchase under the program. At January 31, 2006, 1,132,800 common stock remained authorized for repurchase under the repurchase program.

ITEM 4. Submission of Matters to a Vote of Security Holders

The Company held it’s Annual Meeting of Stockholders on December 6, 2005. At the meeting, the stockholders elected two Class A directors of the Company to serve until the Company’s Annual Meeting of Stockholders in 2008. The names of the directors elected and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each director are as follows:

Director	For		Against		Abstain		Broker Non-Votes
Wade F. B. Thompson		49,024,881		—		4,832,635		—
Jan H. Suwinski		51,050,873		—		2,806,643		—

The terms of directors H. Coleman Davis III, Peter B. Orthwein, William C. Tomson, Neil D. Chrisman, Alan Siegel and Geoffrey A. Thompson continued after the meeting.

For more information on the above matters submitted to a vote of security holders, see the Company’s proxy statement dated October 28, 2005.

19

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

ITEM 6. Exhibits

a.)	Exhibits
	31.1 Chief Executive Officer’s Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2 Chief Financial Officer’s Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1 Chief Executive Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act 2002.
	32.2 Chief Financial Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act 2002.

20

SIGNATURES

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

		THOR INDUSTRIES, INC.
		(Registrant)
DATE:	February 28, 2006	/s/	Wade F. B. Thompson
			Wade F. B. Thompson
			Chairman of the Board, President and Chief Executive Officer
DATE:	February 28, 2006	/s/	Walter L. Bennett
			Walter L. Bennett
			Executive Vice President,
			Secretary and Chief Financial Officer

21

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Wade F. B. Thompson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Thor Industries, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:	February 28, 2006	/s/	Wade F. B. Thompson
			Wade F. B. Thompson
			Chairman of the Board, President and Chief
			Executive Officer

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EX-31.2

EXHIBIT 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Walter L. Bennett, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Thor Industries, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date:	February 28, 2006	/s/	Walter L. Bennett
			Walter L. Bennett
			Executive Vice President,
			Secretary and Chief Financial Officer

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EX-32.1

EXHIBIT 32.1

SARBANES-OXLEY ACT SECTION 906 CERTIFICATIONS
OF CHIEF EXECUTIVE OFFICER

In connection with this quarterly report on Form 10-Q of Thor Industries, Inc. for the period ended January 31, 2006, I, Wade F. B. Thompson, Chairman of the Board, President and Chief Executive Officer of Thor Industries, Inc., hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.	this Form 10-Q for the period ended January 31, 2006 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in this Form 10-Q for the period ended January 31, 2006 fairly presents, in all material respects, the financial condition and results of operations of Thor Industries, Inc.

Date:	February 28, 2006	/s/	Wade F. B. Thompson
			Wade F. B. Thompson
			Chairman, President and Chief Executive Officer (principal executive officer)

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EX-32.2

EXHIBIT 32.2

SARBANES-OXLEY ACT SECTION 906 CERTIFICATIONS
OF CHIEF FINANCIAL OFFICER

In connection with this quarterly report on Form 10-Q of Thor Industries, Inc. for the period ended January 31, 2006, I, Walter L. Bennett, Chief Financial Officer of Thor Industries, Inc., hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1.	this Form 10-Q for the period ended January 31, 2006 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	the information contained in this Form 10-Q for the period ended January 31, 2006 fairly presents, in all material respects, the financial condition and results of operations of Thor Industries, Inc.

Date:	February 28, 2006	/s/	Walter L. Bennett
			Walter L. Bennett Executive Vice President, Secretary and Chief Financial Officer (principal financial and accounting officer)

25