8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _____________________________

FORM 8–K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 9, 2019

 

Thor Industries, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware (State or Other Jurisdiction of Incorporation) 1-9235 (Commission File Number) 93-0768752 (IRS Employer Identification No.)

601 East Beardsley Avenue, Elkhart, Indiana (Address of Principal Executive Offices) 46514-3305 (Zip Code)

Registrant’s telephone number, including area code: (574) 970-7460

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (Par value $.10 Per Share)	THO	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

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

Item 2.02 Results of Operations and Financial Condition

On December 9, 2019, Thor Industries, Inc. (the “Company”) issued a press release announcing certain financial results for the first quarter ended October 31, 2019. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The Company also posted an updated investor slide presentation and a list of investor questions and answers to the “Investors” section of its website. A copy of the Company’s slide presentation and investor questions and answers are attached hereto as Exhibit 99.2 and 99.3, respectively, and are incorporated by reference herein.

Item 7.01 Regulation FD Disclosure

The slide presentation attached hereto as Exhibit 99.2, and incorporated by reference herein, also provides updated information on industry wholesale shipments and retail market share. The Company also posted an updated list of investor questions and answers to the “Investors” section of its website. A copy of the Company’s investor questions and answers is attached hereto as Exhibit 99.3 and is incorporated by reference herein.

In accordance with general instruction B.2 to Form 8-K, the information set forth in Items 2.02 and 7.01 of this Form 8-K (including Exhibits 99.1, 99.2, and 99.3) shall be deemed “furnished” and not “filed” with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing thereunder or under the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Copy of press release, dated December 9, 2019, issued by the Company.
99.2	Copy of investor slide presentation, posted on the Company’s website on December 9, 2019.
99.3	Copy of investor questions and answers posted on the Company’s website on December 9, 2019.

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 hereunto duly authorized.

	Thor Industries, Inc.
Date: December 9, 2019	By:	/s/ Colleen Zuhl
	Name: Colleen Zuhl
	Title: Senior Vice President and
	Chief Financial Officer

EX-99.1

Exhibit 99.1

Thor Announces Net Sales Up 22.9%, and Gross Margins Improve 250 Basis Points for First Quarter of Fiscal 2020

-  Net sales for the first quarter increased 22.9% to $2.16 billion, including $493.0 million in net sales from Erwin Hymer Group ("EHG"), which was acquired on February 1, 2019.

-  Gross margin for the first quarter improved 250 basis points over the prior year, to 14.3%, reflecting favorable product mix, as well as lower material, labor and warranty cost percentages.

-  To date, the Company has paid approximately $500 million of principal on its acquisition-related debt.

-  Dealer inventory rationalization is nearing completion. North American independent dealer inventory of Thor products is now at its lowest point since the first quarter of fiscal 2017.

ELKHART, Ind., Dec. 9, 2019 /PRNewswire/ -- Thor Industries, Inc. (NYSE: THO) today announced results for the first quarter of fiscal 2020 ended October 31, 2019.

"In our fiscal first quarter, we achieved a pronounced improvement in our operating results, reflecting the benefits of the flexible and highly variable cost model we have developed, as we increased gross profit margins in our North American RV segments despite modest decreases in net sales," commented Bob Martin, President and CEO of Thor Industries. "EHG's results for the quarter were generally in line with expectations as EHG has historically generated flat-to-negative first quarter results due to the European holiday shutdowns that occur in August, and due to the higher concentration of marketing and advertising expenses in the fiscal first quarter to support the annual RV shows in Europe. Industry conditions in North America continued to improve as the independent dealer inventory rationalization that has affected our results over the past year nears its end. Dealer optimism is strong in both the North American and European markets with excellent feedback from our September Open House in Elkhart, Indiana, and positive performance at industry wholesale and retail shows in Germany and across the United States. We look forward to continuing that momentum as the spring RV show season starts in North America in January and the European selling season begins."

First Quarter Highlights

First-quarter net sales were $2.16 billion, an increase of $402.8 million, or 22.9%, from the first quarter of fiscal 2019. The addition of $493.0 million in net sales from the European RV segment was partially offset by net sales decreases of 6.1% and 3.6% in the North American Towable RV and the North American Motorized RV segments, respectively.

Consolidated gross profit margin was 14.3% for the quarter, compared to 11.8% in the prior-year period, primarily reflecting favorable overall product mix and reductions in material, labor and warranty cost percentages in the North American RV segment, tempered by the gross profit margin from the European RV segment, which was lower than the overall North American gross margin for the current quarter.

Net income attributable to Thor and diluted earnings per share for the first quarter of fiscal 2020 were $51.1 million and $0.92, respectively, compared to $14.0 million and $0.26, respectively, in the prior period. Results for the first quarter of fiscal 2020 included incremental interest expense and amortization of intangibles related to the acquisition of EHG amounting to $39.7 million, or $0.58 per diluted share, while first quarter fiscal 2019 results were adversely impacted by a foreign currency forward contract loss and costs related to the acquisition of EHG which, in aggregate, totaled $57.1 million, or $1.02 per diluted share.

The Company's effective income tax rate for the first quarter of fiscal 2020 was 24.5% compared to a tax rate of 55.7% in the prior year. The primary reason for the decrease in the overall effective income tax rate between the comparative periods was the non-deductible foreign currency forward contract loss of $42.6 million that occurred during the first quarter of fiscal 2019. The Company expects a worldwide effective tax rate for the remainder of fiscal 2020 ranging between 19% and 22%, before consideration of any discrete tax items.

North American independent dealer inventory rationalization continued during the fiscal first quarter, as North American industry wholesale shipments once again declined at a faster rate than retail registrations. As a result, independent dealer inventory levels of Thor products in North America decreased by 22.8% to approximately 101,500 units as of October 31, 2019, compared to approximately 131,500 units as of October 31, 2018. Independent dealer inventory of Thor products in North America, following the first quarter of fiscal 2020, was at its lowest point since the first quarter of fiscal 2017. Management believes independent dealer orders will generally be commensurate with consumer demand during calendar 2020.

European dealer inventory is also going through a modest rationalization, though inventory levels were not as high as in North America on a relative basis. Management believes that independent dealer inventory levels of EHG products in Europe, while somewhat elevated in certain locations, remain generally appropriate for seasonal consumer demand in Europe moving into calendar 2020.

Segment Results

North American Towable RVs

• North American Towable RV sales were $1.20 billion for the first quarter of fiscal 2020, compared to first-quarter sales of $1.28 billion in the prior-year period. This decrease was primarily driven by lower unit shipment volume compared with the first-quarter of fiscal 2019, as independent dealers continued to reduce their inventory levels, but was partially offset by a shift in product mix toward higher-priced units.
• North American Towable RV gross profit margin rose 330 basis points to 15.3% in the fiscal first quarter, driven by numerous management-led actions that reduced material, labor and warranty costs as a percent of sales, as well as a shift in mix toward higher-margin units.
• North American Towable RV income before tax was $104.3 million, compared to $74.6 million in the first quarter last year. This improvement was driven primarily by the improved gross profit margin.
• North American Towable RV backlog increased $48.6 million to $1.07 billion at the end of the first quarter of fiscal 2020, compared to $1.02 billion at the end of the first quarter of fiscal 2019. The Company believes the current towable RV backlog is returning to a more normalized level and is reflective of dealer trends toward smaller, more frequent, order patterns.

North American Motorized RVs

• North American Motorized RV sales were $415.9 million for the first quarter compared to $431.2 million in the prior-year period. The decrease in motorized sales was primarily driven by a shift in product mix towards lower-priced products.
• North American Motorized RV gross profit margin rose 50 basis points to 10.8% in the fiscal first quarter primarily due to various management-led actions that improved labor and warranty costs as a percent of sales.
• North American Motorized RV income before tax was $21.8 million, compared to $21.7 million last year, driven primarily by the increase in gross profit margin, mainly offset by an increase in selling, general and administrative expenses.
• North American Motorized RV backlog decreased approximately $70.3 million to $670.0 million from $740.2 million a year earlier. The Company believes the current motorized RV backlog is reflective of the shift in dealer order patterns to smaller and more frequent orders.

European RVs

• European RV sales were $493.0 million for the first quarter. Historically, for EHG, the first quarter represents the slowest quarter due to the annual European holiday shutdown period in the month of August, as well as the consumer trend of purchasing units earlier in the calendar year for use during the summer months. Historically, EHG's quarterly net sales tend to improve sequentially from the first to the second quarter, and even more so into the third quarter.
• European RV gross profit was $64.6 million, or 13.1% of net sales, in the fiscal first quarter. Gross profit margin is historically impacted in the fiscal first quarter by reduced fixed cost absorption from seasonally lower first quarter sales levels.
• European RV loss before tax was $23.0 million, which includes the combined impact of amortization of intangible assets and depreciation expense of $27.5 million. The European RV segment loss before tax was also impacted by advertising and marketing costs associated with the Düsseldorf Caravan Salon and other annual retail shows which occur during the first quarter.
• European RV backlog was $1.29 billion as of October 31, 2019, reflecting current levels of demand within the European market.

"During the quarter, we continued to reduce acquisition-related debt levels. To date, we have repaid approximately $500 million on the acquisition-related debt. Our cash priorities remain the same. We will use our cash to fund operations, to pay down our acquisition-related debt, to continue to pay our regular dividend and to evaluate share repurchases strategically and opportunistically," said Colleen Zuhl, Thor's Senior Vice President and Chief Financial Officer.

Integration Update

Bob Martin commented, "Our integration is advancing as planned and we are making progress in a number of areas. We are already leveraging our global supply chain relationships to enhance our material spend and are also leveraging efficiencies across our global operations. Additionally, our international product transfer team is aggressively developing a plan to manufacture EHG products in North America and we expect to release additional details regarding their efforts shortly."

Outlook

"We are optimistic about our prospects for improved results in fiscal 2020, particularly following such a solid start to the fiscal year," Bob Martin continued. "Attendance and feedback from recent shows in Düsseldorf, Germany; Hershey, Pennsylvania; Fontana, California; and our Open House in Elkhart, Indiana, have been very positive.

"We expect the independent dealer inventory rationalization to be complete by the end of the calendar year, and believe this process, in both North America and Europe, has largely run its course.

"Consistent with our comments from last quarter, our outlook for North American markets is to remain relatively flat, or decline modestly, in fiscal 2020, barring a significant macroeconomic change, with the potential for better results should retail demand strengthen. For the European retail market, we expect to see modest growth similar to fiscal 2019.

"Finally, at our recent Investor Day in Germany, we introduced our long-term financial goals. We believe we will achieve $14 billion in annual net sales, attain sustainable gross margins of 16%, and generate more than $3 billion in cumulative net cash from operations by the end of fiscal 2025. We believe that the long-term outlook for the RV industry and for Thor Industries is compelling, and we look forward to regularly reporting on our progress toward these goals," Martin concluded.

Supplemental Earnings Release Materials

Thor has provided a comprehensive question and answer document, as well as a PowerPoint presentation, relating to its quarterly results and other topics. To view these materials, go to http://ir.thorindustries.com.

About Thor Industries, Inc.

Thor is the sole owner of operating subsidiaries that, combined, represent the world's largest manufacturer of recreational vehicles. For more information on the Company and its products, please go to www.thorindustries.com.

Forward Looking Statements

This release includes certain statements that are "forward looking" statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements are made based on management's current expectations and beliefs regarding future and anticipated developments and their effects upon Thor, and inherently involve uncertainties and risks. These forward looking statements are not a guarantee of future performance. We cannot assure you that actual results will not differ materially from our expectations. Factors which could cause materially different results include, among others, raw material and commodity price fluctuations; raw material, commodity or chassis supply restrictions; the impact of tariffs on material or other input costs; the level and magnitude of warranty claims incurred; legislative, regulatory and tax law and/or policy developments including their potential impact on our dealers and their retail customers or on our suppliers; the costs of compliance with governmental regulation; 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; interest rate fluctuations; the potential impact of interest rate fluctuations on the general economy and specifically on our dealers and consumers; restrictive lending practices; management changes; the success of new and existing products, services and production facilities; consumer preferences; the ability to efficiently utilize existing production facilities; the pace of acquisitions and the successful closing, integration and financial impact thereof; the potential loss of existing customers of acquisitions; our ability to retain key management personnel of acquired companies; a shortage of necessary personnel for production; the loss or reduction of sales to key dealers; disruption of the delivery of units to dealers; increasing costs for freight and transportation; asset impairment charges; equity investment impairment charges; cost structure changes; competition; the impact of potential losses under repurchase or financed receivable agreements; the potential impact of the strength of the U.S. dollar on international demand for products priced in U.S. dollars; general economic, market and political conditions in the various countries in which our products are sold; the impact of changing emissions and other regulatory standards in the various jurisdictions in which our products are sold; and changes to our investment and capital allocation strategies or other facets of our strategic plan. Additional risks and uncertainties surrounding the acquisition of Erwin Hymer Group SE ("EHG") include risks regarding the potential benefits of the acquisition and the anticipated operating synergies, the integration of the business, the impact of exchange rate fluctuations and unknown or understated liabilities related to the acquisition and EHG's business. These and other risks and uncertainties are discussed more fully in Item 1A of our Annual Report on Form 10-K for the year ended July 31, 2019.

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

THOR INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE
Three Months Ended October 31, 2019 and 2018
($000's except share and per share data) (Unaudited)
	Three Months Ended October 31,
	2019		% Net Sales (1)	2018		% Net Sales (1)
Net sales	$	2,158,785		$	1,755,976
Gross profit	$	308,811	14.3%	$	207,256	11.8%
Selling, general and administrative expenses	188,464		8.7%	102,693		5.8%
Amortization of intangible assets	24,293		1.1%	12,591		0.7%
Acquisition-related costs	—		—%	57,089		3.3%
Interest income (expense), net	(27,050)		(1.3)%	346		—%
Other income (expense), net	(370)		—%	(3,712)		(0.2)%
Income before income taxes	68,634		3.2%	31,517		1.8%
Income taxes	16,789		0.8%	17,564		1.0%
Net income	51,845		2.4%	13,953		0.8%
Less: net income attributable to non-controlling interests	780		—%	—		—%
Net income attributable to Thor Industries, Inc.	$	51,065	2.4%	$	13,953	0.8%
Earnings per common share
Basic	$	0.93		$	0.26
Diluted	$	0.92		$	0.26
Weighted-avg. common shares outstanding – basic	55,095,074			52,726,496
Weighted-avg. common shares outstanding – diluted	55,224,655			52,899,603
(1) Percentages may not add due to rounding differences

SUMMARY CONDENSED CONSOLIDATED BALANCE SHEETS ($000) (Unaudited)
	October 31, 2019		July 31, 2019			October 31, 2019		July 31, 2019
Cash and equivalents	$	270,482	$	451,262	Current liabilities	$	1,439,385	$	1,448,325
Accounts receivable, net	776,572		716,227		Long-term debt	1,780,091		1,885,253
Inventories, net	915,485		827,988		Other long-term liabilities	263,094		231,640
Prepaid expenses and other	30,944		41,880		Stockholders' equity	2,124,971		2,095,228
Total current assets	1,993,483		2,037,357
Property, plant & equipment, net	1,104,764		1,092,471
Goodwill	1,361,265		1,358,032
Amortizable intangible assets, net	946,581		970,811
Deferred income taxes and other, net	201,448		201,775
Total	$	5,607,541	$	5,660,446		$	5,607,541	$	5,660,446

Contact
Investor Relations:
Mark Trinske, Vice President of Investor Relations
mtrinske@thorindustries.com
(574) 970-7912

EX-99.2

Exhibit 99.2

www.thorindustries.com FIRST QUARTER 2020 RESULTS

2 Forward Looking Statements This presentation includes certain statements that are “forward looking” statements within the meaning of the U . S . Private Securities Litigation Reform Act of 1995 , Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E of the Securities Exchange Act of 1934 , as amended . These forward looking statements are made based on management’s current expectations and beliefs regarding future and anticipated developments and their effects upon Thor, and inherently involve uncertainties and risks . These forward looking statements are not a guarantee of future performance . We cannot assure you that actual results will not differ materially from our expectations . Factors which could cause materially different results include, among others, raw material and commodity price fluctuations ; raw material, commodity or chassis supply restrictions ; the impact of tariffs on material or other input costs ; the level and magnitude of warranty claims incurred ; legislative, regulatory and tax law and/or policy developments including their potential impact on our dealers and their retail customers or on our suppliers ; the costs of compliance with governmental regulation ; 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 ; interest rate fluctuations ; the potential impact of interest rate fluctuations on the general economy and specifically on our dealers and consumers ; restrictive lending practices ; management changes ; the success of new and existing products, services and production facilities ; consumer preferences ; the ability to efficiently utilize existing production facilities ; the pace of acquisitions and the successful closing, integration and financial impact thereof ; the potential loss of existing customers of acquisitions ; our ability to retain key management personnel of acquired companies ; a shortage of necessary personnel for production ; the loss or reduction of sales to key dealers ; disruption of the delivery of units to dealers ; increasing costs for freight and transportation ; asset impairment charges ; equity investment impairment charges ; cost structure changes ; competition ; the impact of potential losses under repurchase or financed receivable agreements ; the potential impact of the strength of the U . S . dollar on international demand for products priced in U . S . dollars ; general economic, market and political conditions in the various countries in which our products are sold ; the impact of changing emissions and other regulatory standards in the various jurisdictions in which our products are sold ; and changes to our investment and capital allocation strategies or other facets of our strategic plan . Additional risks and uncertainties surrounding the acquisition of Erwin Hymer Group SE ("EHG") include risks regarding the potential benefits of the acquisition and the anticipated operating synergies, the integration of the business, the impact of exchange rate fluctuations and unknown or understated liabilities related to the acquisition and EHG's business . These and other risks and uncertainties are discussed more fully in Item 1 A of our Annual Report on Form 10 - K for the year ended July 31 , 2019 . We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained in this presentation or to reflect any change in our expectations after the date hereof or any change in events, conditions or circumstances on which any statement is based, except as required by law .

3 $2.16 bn net sales NA Motorized 19.3% $ 0.42 bn NA Towables 55.6% $ 1.20 bn Other $0.05 bn 2.3% European 22.8% $ 0.49 bn ∼ $500 mm reduction of EHG acquisition - related debt to date (2) 1. 1 Q FY 2020 results include ongoing amortization expense of $ 12 . 7 mm and interest expense of $ 27 . 0 mm incurred as a result of the acquisition of the Erwin Hymer Group ("EHG"), which, in aggregate, impacted first quarter results by $ 0 . 58 per diluted share . 2. Since acquisition of EHG on February 1 , 2019 . $0.92 diluted EPS (1) 14.3% gross margin Financial Highlights First Quarter Fiscal Year 2020

4 Improved Margins Continue into First Quarter of FY20 Improved margins are primarily driven by the implementation of key strategic initiatives that led to reductions in material, labor and warranty cost percentages and a favorable shift in product mix in the North American towable segment, our largest segment 22.9% Increase in Net Sales Net sales increased 22 . 9 % to $ 2 . 16 billion in the first quarter, including the addition of $ 493 . 0 million of EHG sales 250 bps Improvement in Gross Margin Gross margin improved to 14 . 3 % in the first quarter of fiscal 2020 from 11 . 8 % in the prior - year period

5 Inventory Rationalization Nearing Completion North American Independent Dealer Inventory As of October 31, 2019 the level of North American independent dealer inventory of Thor products was approximately 101,500 units, a 22.8% decrease compared to the prior year, indicative that the inventory rationalization is nearing completion North American Independent Dealer Inventory of Thor Products 2020 Likely to Remain Flat Barring a significant macroeconomic impact, we expect North American markets to remain relatively flat, or decline modestly, during calendar 2020 101,500 131,500 125,400 99,100 (22.8)% We expect the independent dealer inventory rationalization to be complete by the end of the calendar year, and believe this process, in both North America and Europe, has largely run its course. Modest Growth Ahead for Europe Independent dealer inventory levels of EHG products in Europe, while somewhat elevated in certain locations, remain generally appropriate for seasonal consumer demand in Europe .

6 Debt Reduction and Inventory Management Term Loan B Debt • Including payments made subsequent to the end of the first quarter, the Company has paid approximately $ 500 million of principal on its acquisition - related debt • Based on our prepayments of the U . S . dollar - denominated tranche of the Term Loan to date, no future quarterly payments are required for the U . S . tranche of the Term Loan prior to maturity Thor Inventory Levels • Management has been focused on strategically improving the balance sheet through seasonal inventory management, among other actions • Thor's North American inventory decreased to $ 473 . 4 million at October 31 , 2019 from $ 565 . 3 million at October 31 , 2018 • Thor's European inventory has decreased approximately $ 151 million, or 25 . 5 % , since the acquisition of EHG on February 1 , 2019 * * European balance as of February 1, 2019 acquisition date. *

7 First Quarter 2020 North American Towable Segment $1.20 bn in Net Sales Net sales of travel trailers and fifth wheels decreased by 6 . 8 % and 5 . 1 % , respectively, as independent dealers continued to decrease their inventory levels 15.3% Gross Margin Gross margin rose 330 basis points, primarily driven by reduced material, labor and warranty costs as a percent of sales as well as a shift in product mix toward higher - margin units Towables Lead the Way Thor remains atop the North American towable RV retail market with a 45.8% share for the nine months ended September 30, 2019, despite a decrease from its 49.0% share for the same period in 2018 (1) $1.07 bn in Backlog North American Towable backlog increased 4 . 8 % year - over - year as North American independent dealers are returning to more typical seasonal order patterns 1. Source: Statistical Surveys (www.statisticalsurveys.com)

8 $415.9 mm in Net Sales Despite an overall increase in motorized unit sales, fiscal 2020 first quarter net sales decreased by 3 . 6 % compared to the prior year, reflecting a shift in product mix towards lower - priced products First Quarter 2020 North American Motorized Segment 10.8% Gross Margin Gross margin was up 50 basis points in the fiscal first quarter due to improved labor and warranty costs as a percentage of sales, partially offset by the shift in product mix $670.0 mm Backlog North American Motorized backlog decreased approximately $ 70 . 2 million year - over - year, reflecting the shift in dealer order patterns to smaller and more frequent orders #1 in North America Thor maintained the top spot in the North American motorized RV retail market with a 37 . 4 % share for the nine months ended September 30 , 2019 , down from its 40 . 1 % share for the same period in 2018 , as the Company continues to focus on margin management ( 1 ) 1. Source: Statistical Surveys (www.statisticalsurveys.com)

9 $493.0 mm in Net Sales European RV segment represents the results of the Erwin Hymer Group ("EHG") First Quarter 2020 European Segment $64.6 mm in Gross Profit Gross profit of $ 64 . 6 million, or 13 . 1 % of net sales . Gross profit margin is historically impacted in the fiscal first quarter by reduced fixed cost absorption from seasonally lower first quarter sales levels $1.29 bn in Backlog EHG's backlog is reflective of current, seasonal levels of demand within the European market Other 14.8% $ 72.7 mm Campervan 15.7% $ 77.6 mm Caravans 12.4% $ 61.0 mm Motorcaravan 57.1% $ 281.7 mm Strongly Positioned in Europe For the nine - month period ended September 30 , 2019 , EHG's European RV retail market share was approximately 25 . 8 % for motorcaravans and campervans combined and approximately 21 . 0 % for caravans as compared to 26 . 1 % and 21 . 4 % , respectively, as of September 30 , 2018 ( 1 ) 1. Based on data from the European Caravan Federation (ECF), 2018 and 2019 calendar YTD through September; European retail registration data available at www.CIVD.de

10 Quarter Highlights 2025 GOALS $14bn NET SALES 16% GROSS MARGIN $3bn+ NET CASH FLOW (cumulative) How We Will Get There • Organic growth • New product introductions • Acquisitions • Focus on operating excellence and decreasing costs • Achieve purchasing savings • Improve quality and lower warranty expense Our cash priorities : • fund operations, • pay down our acquisition - related debt, • continue our regular dividend, • and consider opportunistic share repurchases The 2019 Thor Dealer Open House. Right: Martin Brandt, Peter Orthwein and Bob Martin in the EHG display. Dealer optimism is strong and we have received excellent feedback from our September Open House in Elkhart, Indiana, as well as from industry wholesale and retail shows in the United States, Germany and across Europe. INVESTOR DAY Investors and analysts from across North America and Europe attended our 2019 Investor Day at Erwin Hymer Group's headquarters in Germany, and gained insight into all aspects of EHG, how Thor plans to integrate EHG into the Thor family, and the various value - creation opportunities this important acquisition presents. 

 To see the Investor Day presentations, please visit: 
 https://www.youtube.com/watch?time_continue=5&v=uvZIXZkYLTM&feature=emb_logo DEALER SHOWS The 2019 Caravan Salon in Duesseldorf, Germany.

11

12 Calendar Year YTD September 2017 2018 2018 2019 Industry Retail Registrations (1) 471,100 units 487,893 units 413,412 units 380,942 units +13.2% +3.6% +6.0% (7.9)% Industry Wholesale Shipments (2) 504,599 units 483,672 units 378,718 units 309,938 units +17.2% (4.1)% +0.2% (18.2)% RV Industry Overview — North America Seasonal Shipment Patterns RV Industry Demand Consumer Confidence vs. RV Retail Registrations 1. Source: Statistical Surveys, Inc., U.S. and Canada 2. Source: Recreation Vehicle Industry Association 3. Source: The Conference Board, Consumer Confidence Survey ® Note : 2019 represented above includes the trailing twelve months of registrations ended September We believe that retail demand is the key to continued growth in the North American RV industry, and that annual North American RV industry wholesale shipments will generally be at parity with retail sales once dealer inventory levels are at normalized levels, which we anticipate will be the case during calendar 2020

13 RV Industry Overview — North America RV Wholesale Market Trends (Units 000's) Towable RV Wholesale Market Trends (Units 000's) YTD Shipments (Units) Sept. 2019 Sept. 2018 Unit Change % Change 309,938 378,718 (68,780) (18.2)% YTD Shipments (Units) Sept. 2019 Sept. 2018 Unit Change % Change 273,629 333,253 (59,624) (17.9)% Motorized RV Wholesale Market Trends (Units 000's) YTD Shipments (Units) Sept. 2019 Sept. 2018 Unit Change % Change 36,309 45,465 (9,156) (20.1)% Historical Data: Recreation Vehicle Industry Association (RVIA) (e) Calendar years 2019 and 2020 represent most recent RVIA estimate as of Winter RV Roadsigns, published in December 2019 5 - year CAGR: 8.5% 5 - year CAGR: 8.5% 5 - year CAGR: 8.5%

14 RV Industry Overview — Europe 1. Source: European Caravan Federation (ECF), 2018 and 2019 calendar YTD through September; European retail registration data av ail able at www.CIVD.de 2. Source: Statistical Surveys (www.statisticalsurveys.com) Country Caravans Motorcaravans Total YTD Sept. 30, % YTD Sept. 30, % YTD Sept. 30, % 2019 2018 Change 2019 2018 Change 2019 2018 Change Germany 23,769 21,523 10.4 % 47,543 41,036 15.9 % 71,312 62,559 14.0 % U.K. 14,975 15,499 (3.4) % 12,988 12,419 4.6 % 27,963 27,918 0.2 % France 5,840 6,084 (4.0) % 20,799 20,445 1.7 % 26,639 26,529 0.4 % Spain 2,025 1,539 31.6 % 5,006 3,953 26.6 % 7,031 5,492 28.0 % Netherlands 6,235 5,982 4.2 % 1,914 1,856 3.1 % 8,149 7,838 4.0 % Italy 682 687 (0.7) % 5,206 5,187 0.4 % 5,888 5,874 0.2 % Belgium 1,086 1,061 2.4 % 4,490 4,092 9.7 % 5,576 5,153 8.2 % Switzerland 1,400 1,456 (3.8) % 4,712 3,979 18.4 % 6,112 5,435 12.5 % Sweden 2,891 2,974 (2.8) % 3,490 6,854 (49.1) % 6,381 9,828 (35.1) % All Others 7,912 7,599 4.1 % 9,002 8,834 1.9 % 16,914 16,433 2.9 % Total 66,815 64,404 3.7 % 115,150 108,655 6.0 % 181,965 173,059 5.1 % European Industry Unit Registrations by Country (1) • The Company monitors retail trends in the European RV market as reported by the European Caravan Federation (“ECF”), whose industry data is reported to the public quarterly, typically issued on a one - to - two month lag, is continually updated and is often impacted by delays in reporting by various countries • Year - to - date comparisons of registrations would not necessarily be indicative of the results expected for a full year • Industry wholesale shipment data for the European RV market is not available Third Quarter Registrations Comparison of New Vehicle Registrations by Continent (Units 000's) (1) (2)

www.thorindustries.com CONTACT: Investor Relations Mark Trinske Vice President of Investor Relations mtrinske@thorindustries.com (574) 970 - 7912

EX-99.3

 Exhibit 99.3 

 

601 East Beardsley Avenue, Elkhart, IN 46514-3305

FIRST QUARTER 2020 INVESTOR QUESTIONS & ANSWERS

Published December 9, 2019

Forward Looking Statements

Reference is made to the forward looking statements disclosure provided at the end of this document.

Executive Overview

▪ Net sales for the first quarter increased 22.9% to $2.16 billion, including $493.0 million in net sales from Erwin Hymer Group ("EHG").

▪ Gross margin for the first quarter improved 250 basis points over the prior year, to 14.3%, reflecting favorable overall product mix, as well as numerous management-led actions which have lowered material, labor and warranty cost percentages.

▪ To date, the Company has paid approximately $500 million of principal on its acquisition-related debt.

Long-Term Outlook Assumptions:

▪ Positive long-term RV industry fundamentals in both North America and Europe. This assumption is supported by favorable demographics, consistently strong consumer confidence rates, favorable employment and wage trends, adequate availability of credit at historically low rates and a healthy housing market.

▪ Near-term and long-term optimism from independent dealers in both North America and Europe. Independent dealer optimism remains high, in both the near- and long-term, as demand continues to be driven by favorable demographic and lifestyle growth trends, including the ongoing strength of baby-boomer customers, as well as first-time and younger buyers. Many dealers, particularly larger dealers in North America, continue to invest heavily in their businesses with new or expanded locations, added service facilities and other amenities to serve RV consumers.

▪ Market conditions in North America. We believe we are near the conclusion of the independent dealer inventory imbalance and expect a return to a more direct relationship between annual retail sales and wholesale shipments by the end of this calendar year. Since this independent dealer inventory rationalization is expected to impact the first five months of our fiscal year, our outlook is for wholesale shipments to remain flat, or decline modestly, in the North American market in the near term, barring a significant macroeconomic change.

▪ Market conditions in Europe. In Europe, we believe independent dealer inventory levels of EHG products, while elevated in certain locations, are progressing towards more normalized levels. The fiscal first quarter is seasonally the slowest quarter due to the European summer holiday season, but consumer demand in Europe for the remainder of the fiscal year will typically align with the seasonal retail patterns experienced in the North American market.

▪ Effective tax rate. The Company’s overall effective tax rate for the three months ended October 31, 2019 was 24.5%. The Company expects a worldwide effective tax rate for the remainder of fiscal 2020 ranging between 19% and 22%, before consideration of any discrete tax items.

First Quarter Operating Results

1. Thor reported an increase in consolidated sales of $402.8 million for the first quarter of fiscal 2020 versus the prior year. What factors drove the sales growth?

a. The $402.8 million increase in sales for the first quarter was a result of the addition of the net sales of EHG, which was acquired on February 1, 2019. That acquisition, which comprises the European Recreational Vehicles segment, generated revenues of $493.0 million in the first quarter. The increase from the European segment was partially offset by modest decreases in sales in the North American Towables and North American Motorized segments as a result of the ongoing independent dealer inventory normalization process.

2. Thor's first quarter gross profit margin increased by 250 basis points on a year-over-year basis. What were the main factors causing this improvement?

a. Our improvement of 250 basis points in consolidated gross profit margin was primarily driven by our North American Towables segment, which saw gross profit margin increase by 330 basis points, from 12.0% in the first quarter of 2019 to 15.3% in the first quarter of 2020. North American Motorized RV gross margin also improved 50 basis points to 10.8% from 10.3% in the prior year quarter. The North American Towable RV and North American Motorized RV gross profit margins were positively impacted by management-driven improvements in material, labor and warranty costs as a percent of sales. Consolidated gross profit margin was tempered by the gross profit margin from the European RV segment, which was lower than the overall North American gross profit margin for the current quarter. First quarter European RV segment margins were impacted by their level of sales for the quarter, typically their quarter with the lowest sales, and we expect improving European margins on a full-year basis. Over time, we would expect additional improvement as a result of our value creation activities.

3. What was Thor's adjusted EBITDA for the first quarter?

a. Although we do not generally disclose non-GAAP numbers, we recognize that many of the users of our financial statements find a measure of EBITDA adjusted for stock-based compensation to be useful. Below are some items within our financial statements that might be helpful in considering this question:

	(000's)		Three Months Ended October 31, 2019
Income before Income Taxes (1)		$	68,634
Depreciation & Amortization (2)		$	50,207
Net Interest Expense (1)		$	27,050
Stock-based compensation expense (3)		$	5,013
		$	150,904
As a % of Consolidated Sales			7.0	%

⁽¹⁾ From the Income Statement ⁽²⁾ From the Business Segments footnote ⁽³⁾ From the Statement of Cash Flows

4. Why were Thor's Selling, general and administrative (SG&A) expenses elevated in the first quarter?

a. SG&A expenses increased by $85.8 million in the first quarter of fiscal 2020 due primarily to SG&A associated with the European RV segment which added $73.8 million in incremental SG&A expenses. In addition, European RV Segment SG&A expenses are seasonally higher in the fiscal first quarter due to expenses associated with the Caravan Salon, the largest European RV show held in Düsseldorf, Germany, each year in August and September, and other RV shows held in various European countries during the period. SG&A expenses were also elevated compared to the prior-year period due to increased incentive compensation expense driven by the improved net income before tax.

5. How has your cost structure benefited your results for the quarter?

a. The gross profit margin performance in the quarter highlights the benefits of the cost structure that we have developed at Thor. We operate and maintain a very flexible operating model and a highly variable cost structure that allow us to respond quickly to changing market conditions. With our flexible operating model, and much of our cost base being variable, the majority of our costs will generally increase or decrease in tandem with sales increases or decreases, which helps maintain a certain level of consistency in our margins. As we adjust to increased or reduced production, we generally experience a lag of a quarter or two between implementing changes and realizing the benefit of those changes. The first quarter results illustrated the benefits of our cost structure, along with the impact of other initiatives we have implemented, as we were able to achieve an increase in the gross profit margin percentage in both of our North American RV segments, despite decreases in net sales compared to the prior year.

Market and Competition

6. What is the current state of dealer inventory? Do you still expect the inventory rebalancing process to be completed by the end of calendar 2019?

a. The North American independent dealers’ inventory rationalization continued during the fiscal first quarter, as North American industry wholesale shipments once again declined at a faster rate than retail registrations. As a result, Thor's North American independent dealer inventory levels decreased by 22.8% to approximately 101,500 units as of October 31, 2019, compared to approximately 131,500 units as of October 31, 2018. Thor's North American independent dealer inventory at the end of the first quarter of fiscal 2020 was at its lowest point since the first quarter of fiscal 2017. Management believes dealer orders will generally be commensurate with consumer demand during calendar 2020.

European dealer inventory is also going through a modest rationalization, though inventories were not as high as in North America on a relative basis. Management believes that independent dealer inventory levels of EHG products in Europe, while somewhat elevated in certain locations, remain generally appropriate for seasonal consumer demand in Europe moving into calendar 2020.

7. What is your outlook for the economy in the coming year for North America? For Europe? What metrics do you monitor to gauge the health of the industry?

a. The U.S. domestic consumer and broader economy continue to show historically low unemployment, improving household incomes, availability of both wholesale and consumer credit, and strong consumer confidence. The upcoming 2020 elections may cause near-term uncertainty, but independent dealer confidence in the RV market currently remains positive. Our independent dealers also continue to invest in the growth of their businesses, which further demonstrates their long-term confidence in the industry.

In Europe, assuming continued stability or improvement in consumer confidence, low interest rates with modest rate increases and the absence of negative economic factors, we would expect to see continued long-term growth for the European RV industry. For EHG, the fiscal first quarter is generally the slowest quarter due to the European summer holiday season, but consumer demand in Europe for the remainder of the fiscal year will typically align with the seasonal retail patterns experienced in the North American market. All these factors bolster our view of positive economic conditions over the coming year.

In both North America and Europe, the indicators we look at include retail sales, employment rates, disposable income, availability of credit, gasoline prices and availability, consumer confidence and interest rates, all of which generally continue to be positive, with some pockets of uncertainty in a limited number of markets. We also obtain frequent dealer feedback regarding current retail conditions.

The present outlook is for a slight rebound of European GDP growth over the course of this year with continued robustness of domestic demand. Uncertainty will be reduced as clarity emerges about Brexit and trade policies. Our outlook calls for a return to a rational market in the North American RV industry as the wholesale inventory issue dissipates. In a more macro sense, our outlook remains consistent with what we have seen to date in both North America and Europe. We will continue to monitor the key indicators referenced above, but do not, at this time, see any negative trajectories that would lead us to alter our outlook. For fiscal 2020, we expect to see strong top-line growth with the addition of a full year of net sales from EHG, but, since the dealer inventory adjustment may continue through the first half of our fiscal year, our outlook is for the North American market to remain flat, or decline modestly, barring a significant, negative macro change. Our long term outlook for both the North American and European markets remains positive.

8. Can you comment on recent show trends at retail and wholesale?

a. Overall, the recent shows have been a success. Attendance at Düsseldorf was in excess of 250,000 people, and independent dealer retail sales of Thor products were up solidly. Retail sales of our products were also up at Hershey, and at Open House, attendance was up, orders were in line with expectations and dealers were enthusiastic about the outlook for 2020.

9. Thor has been losing market share in the North American market. What are you doing to address this issue?

a. We have been losing share and we realize this is a trend we need to reverse, while also being mindful of our margin. We have made this a strategic focus for 2020 and beyond. We are maintaining our approach to balance margin and profitability with market share to make sure that we are not pursuing sales with irrational pricing, and at the same time we are refocusing our efforts on ensuring we have the right products, at the right price points, with the quality our dealers and end consumers expect positioned at the right dealers to maintain and grow our share. When the inventory rationalization affected our entire industry, some of our competitors chose a different approach to our prudent balance of market share and margin. In doing so, they gained share at the cost of margin. Historically, such gains have proven to be transient and not lasting. While we understand this approach, it is not one that our management team believes is best for our Company. That said, within the context of solid margins, we are focused on improving our current market share and have specific initiatives designed to improve our position.

10. We have seen some dealers putting greater focus on selling used RVs, how do you expect this shift will affect your sales of new units?

a. We have consistently viewed a healthy used RV market as an essential ingredient for creating a healthy new RV market. All of our dealers manage their product portfolios based on current market demand and their own internal metrics, and we have been able to adjust to changes in product demands and continue to grow our business with our dealers over time. Ultimately, we believe the best way to drive demand and satisfy the evolving needs of RV consumers is to develop the new innovative floorplans and features that will drive long-term demand growth for Thor’s products, while partnering with our dealers to provide the tools they need to grow their business over the long term.

Integration

11. The European RV segment incurred a loss in the first quarter, was its performance in line with expectations?

a. This quarter’s European RV segment results were generally consistent with our expectations. The segment's performance was also generally in line with historical trends, as their first quarter results reflect the summer holiday plant shutdowns, which are typical in Europe for much of August. While the segment has a variable cost model, it also has a higher level of fixed costs than most of Thor’s North American operations, which further impacted their first quarter results. It is also important to note that the fiscal first quarter includes significant marketing and advertising expenses related to the Düsseldorf Caravan Salon in Germany and numerous other shows in various countries throughout Europe in the August to October time period. Lastly, the European RV segment's results include over $27 million in total depreciation and amortization.

Historically, EHG’s quarterly net sales improve sequentially from the first quarter to the second quarter, and even more so into the third and fourth quarters. At quarter end, the European RV segment remained on track with our expectations for their fiscal year 2020 performance.

12. Would you comment on the value creation you expect from the integration of EHG? What is your focus and timeline for this value creation?

a. The synergies from the integration of EHG are a focal point of Thor’s overall strategic plan for 2020 and beyond. Our integration plan is proceeding well, and we have made measurable progress which translates into significant savings in a number of areas, particularly within procurement and supply chain management. We are also well on the path of adopting numerous global best practices, including sharing of various R&D initiatives. Additionally, we are planning for the manufacturing, sales and distribution of EHG products in North America and expect to release additional details regarding those efforts shortly. Some of our strategic initiatives are sensitive and not appropriate for premature disclosure. As those initiatives become ripe for public disclosure, Thor will roll them out accordingly. Stay tuned for exciting news on this front!

13. EHG's SG&A costs are higher than Thor's in North America, why? Is there an opportunity to lower EHG's costs?

a. In part, the difference is due to EHG's heavier focus on marketing and innovation. As noted above, EHG incurs significant marketing and advertising expenses related to the Düsseldorf Caravan Salon in Germany and numerous other shows in various countries throughout Europe in the August to October time period. We intend to leverage our SG&A spend to the greatest extent possible to avoid duplication of efforts across Thor. There are also certain opportunities to lower EHG's SG&A costs over time, similar with what we have experienced with past acquisitions. The efforts to lower EHG's SG&A costs are included in the overall integration and sharing of best practices and are a key focus for Thor in fiscal 2020 and beyond.

Financial Questions

14. How do you expect to achieve your 2025 goals?

a. In simple terms, we expect to achieve these goals by executing upon our strategic plan. Specifically, we expect to achieve our long-term goals through a combination of organic growth, new product introductions and growth through acquisition. For each of our FY25 goals, we have developed specific actions that will drive the achievement of each of those goals. For net sales, we continue to focus on developing the products, produced with the quality our independent dealers and consumers demand, which will drive organic growth that outpaces the overall industry as we work to regain lost market share. This organic growth will be further supplemented by opportunistic acquisitions over time. For margins, we are leveraging many of the lessons we have learned since acquiring EHG to enhance the productivity and efficiency of our North American operations, including targeting enhanced discounts and rebates from our supplier network. We also believe there are opportunities for production output enhancement in Europe. For cash generation, we will benefit from the work we are doing to improve sales and margins, translating to growth in earnings and operating cash flow. In addition, we will continue to optimize our working capital investments to ensure we are leveraging our existing asset base wisely.

15. What are your cash priorities?

a. Our main short-term priorities for the use of current and future available cash generated from operations are reducing our indebtedness and paying regular dividends. Our long-term priorities also include funding our growth, both organically and, over time, through acquisitions, and maintaining and growing our regular dividends over time. We will also consider strategic and opportunistic repurchase of shares under our share repurchase program and special dividends as determined by the Board of Directors.

16. How quickly do you plan to repay the debt?

a. Our goal is to pay down the debt as quickly as possible, and, as we outlined in our long-term strategic priorities, our goal is to generate significant cash flow from operations which will provide us with the ability to repay our long-term debt as well as fund our strategic goals.

17. What level of capital expenditures do you anticipate in the remainder of fiscal 2020, and what are the main capex projects that will be taken on?

a. We anticipate capital expenditures during the remainder of fiscal 2020 for the Company ranging from approximately $100 million to $115 million, primarily for the completion of the new Airstream towables facility and other 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. It is important to note that our capital expenditures generally are very flexible and can be modified with short notice depending on market conditions.

Investor Day 2019

18. Can you give us an update on the Investor Day 2019 in Germany?

a. Our Investor Day was held at EHG's headquarters in Bad Waldsee, Germany, on October 14^th. Approximately 70 investors and analysts from across North America and Europe were in attendance and gained insight into all aspects of EHG, including how Thor plans to integrate EHG into the Thor family, and the various value-creation opportunities this important acquisition presents. Our guests heard an overview presentation of how Thor and EHG will create additional value for shareholders by combining with EHG "Under One Sky". To see the Investor Day Opening presentation, please visit: https://www.youtube.com/watch?time_continue=5&v=uvZIXZkYLTM&feature=emb_logo

We had a variety of EHG products on site for review. Guests toured the Hymer manufacturing site to view our German manufacturing processes and techniques, and attended a variety of breakout sessions that featured different aspects of our consolidated Company. The breakout session presentations included Brand Strategy, EHG's Business Beyond Vehicles, EHG's User-Centered Innovation, the European RV Market and the North American RV Market. To see these presentations, and a transcript of the Q&A session that completed the event, please go to: https://ir.thorindustries.com/ir-home/default.aspx.

Forward Looking Statements

This document includes certain statements that are “forward looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward looking statements are made based on management’s current expectations and beliefs regarding future and anticipated developments and their effects upon Thor, and inherently involve uncertainties and risks. These forward looking statements are not a guarantee of future performance. We cannot assure you that actual results will not differ materially from our expectations. Factors which could cause materially different results include, among others, raw material and commodity price fluctuations; raw material, commodity or chassis supply restrictions; the impact of tariffs on material or other input costs; the level and magnitude of warranty claims incurred; legislative, regulatory and tax law and/or policy developments including their potential impact on our dealers and their retail customers or on our suppliers; the costs of compliance with governmental regulation; 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; interest rate fluctuations; the potential impact of interest rate fluctuations on the general economy and specifically on our dealers and consumers; restrictive lending practices; management changes; the success of new and existing products, services and production facilities; consumer preferences; the ability to efficiently utilize existing production facilities; the pace of acquisitions and the successful closing, integration and financial impact thereof; the potential loss of existing customers of acquisitions; our ability to retain key management personnel of acquired companies; a shortage of necessary personnel for production; the loss or reduction of sales to key dealers; disruption of the delivery of units to dealers; increasing costs for freight and transportation; asset impairment charges; equity investment impairment charges; cost structure changes; competition; the impact of potential losses under repurchase or financed receivable agreements; the potential impact of the strength of the U.S. dollar on international demand for products priced in U.S. dollars; general economic, market and political conditions in the various countries in which our products are sold; the impact of changing emissions and other regulatory standards in the various jurisdictions in which our products are sold; and changes to our investment and capital allocation strategies or other facets of our strategic plan. Additional risks and uncertainties surrounding the acquisition of Erwin Hymer Group SE ("EHG") include risks regarding the potential benefits of the acquisition and the anticipated operating synergies, the integration of the business, the impact of exchange rate fluctuations and unknown or understated liabilities related to the acquisition and EHG's business. These and other risks and uncertainties are discussed more fully in Item 1A of our Annual Report on Form 10-K for the year ended July 31, 2019.

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