10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended January 31, 2015.

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from              to             .

COMMISSION FILE NUMBER 1-9235

THOR INDUSTRIES, INC.

(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.)
601 E. Beardsley Ave., Elkhart, IN	46514-3305
(Address of principal executive offices)	(Zip Code)

(574) 970-7460

(Registrant’s telephone number, including area code)

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      ¨

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

                                            Yes      þ                                                                   No      ¨

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

Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨  (Do not  check if a smaller reporting company)	Smaller reporting company	¨

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

                                            Yes       ¨                                                                   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 2/28/2015
Common stock, par value
$    .10 per share	53,389,563 shares

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

ITEM 1. FINANCIAL STATEMENTS

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	January 31, 2015			July 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	248,256		$	289,336
Accounts receivable, trade, less allowance for doubtful accounts of $365 and $348, respectively		266,715			264,927
Accounts receivable, other		22,056			14,866
Inventories		244,417			216,354
Notes receivable		8,555			1,429
Prepaid income taxes, expenses and other		16,176			5,740
Deferred income taxes, net		54,365			51,397
Total current assets		860,540			844,049
Property, plant and equipment, net		183,157			169,862
Other assets:
Goodwill		269,180			256,579
Amortizable intangible assets		132,477			119,783
Long-term notes receivable		609			8,992
Other		9,820			9,453
Total other assets		412,086			394,807
TOTAL ASSETS	$	1,455,783		$	1,408,718
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	177,954		$	164,619
Accrued liabilities:
Compensation and related items		41,593			43,888
Product warranties		102,048			94,938
Income and other taxes		7,770			18,468
Promotions and rebates		18,224			17,474
Product, property and related liabilities		15,276			12,928
Other		15,077			18,400
Total current liabilities		377,942			370,715
Unrecognized income tax benefits		20,532			23,689
Deferred income taxes, net		20,677			19,388
Other long-term liabilities		17,979			17,229
Total long-term liabilities		59,188			60,306
Contingent liabilities and commitments
Stockholders’ equity:
Preferred stock – authorized 1,000,000 shares; none outstanding		—			—
Common stock – par value of $.10 per share; authorized 250,000,000 shares; issued 62,301,037 and 62,210,429 shares, respectively		6,230			6,221
Additional paid-in capital		212,261			208,501
Retained earnings		1,069,177			1,030,428
Less treasury shares of 8,911,474 and 8,880,877, respectively, at cost		(269,015	)		(267,453	)
Total stockholders’ equity		1,018,653			977,697
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,455,783		$	1,408,718

See Notes to the Condensed Consolidated Financial Statements.

2

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2015 AND 2014 (UNAUDITED)

	Three Months Ended January 31,						Six Months Ended January 31,
	2015			2014			2015			2014
Net sales	$	852,416		$	635,330		$	1,774,408		$	1,435,293
Cost of products sold		750,416			565,003			1,554,743			1,259,783
Gross profit		102,000			70,327			219,665			175,510
Selling, general and administrative expenses		54,302			43,766			112,291			92,107
Amortization of intangible assets		3,967			3,226			7,656			6,064
Impairment charges		—			—			—			710
Interest income		340			391			707			901
Interest expense		1			2			1			7
Other income, net		67			178			419			820
Income from continuing operations before income taxes		44,137			23,902			100,843			78,343
Income taxes		13,870			6,684			31,375			24,731
Net income from continuing operations		30,267			17,218			69,468			53,612
Income (loss) from discontinued operations, net of income taxes		(1,619	)		(1,026	)		(1,895	)		3,688
Net Income	$	28,648		$	16,192		$	67,573		$	57,300
Weighted average common shares outstanding:
Basic		53,377,440			53,289,626			53,355,757			53,247,315
Diluted		53,458,531			53,353,027			53,444,730			53,326,251
Earnings per common share from continuing operations:
Basic	$	0.57		$	0.32		$	1.30		$	1.01
Diluted	$	0.57		$	0.32		$	1.30		$	1.01
Earnings (loss) per common share from discontinued operations:
Basic	$	(0.03	)	$	(0.02	)	$	(0.03	)	$	0.07
Diluted	$	(0.03	)	$	(0.02	)	$	(0.04	)	$	0.06
Earnings per common share:
Basic	$	0.54		$	0.30		$	1.27		$	1.08
Diluted	$	0.54		$	0.30		$	1.26		$	1.07
Regular dividends paid per common share	$	0.27		$	0.23		$	0.54		$	0.46
Special dividend paid per common share	$	0.00		$	1.00		$	0.00		$	1.00
Net income	$	28,648		$	16,192		$	67,573		$	57,300
Unrealized appreciation on investments, net of income tax		—			—			—			22
Comprehensive income	$	28,648		$	16,192		$	67,573		$	57,322

See Notes to the Condensed Consolidated Financial Statements.

3

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JANUARY 31, 2015 AND 2014 (UNAUDITED)

	Six Months Ended January 31,
	2015		2014
Cash flows from operating activities:
Net income	$	67,573	$	57,300
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		6,788		6,393
Amortization of intangible assets		7,656		6,128
Impairment charges		—		710
Deferred income tax provision (benefit)		(1,679)		4,102
Gain on disposal of bus business		—		(7,079)
Gain on disposition of property, plant and equipment		(78)		(40)
Stock-based compensation expense		3,327		2,648
Excess tax benefits from stock-based awards		(114)		(796)
Changes in assets and liabilities (excluding acquisitions and disposition):
Accounts receivable		(17)		30,249
Inventories		(15,477)		(67,997)
Prepaid income taxes, expenses and other		(10,391)		(14,550)
Accounts payable		10,120		(7,159)
Accrued liabilities		(12,139)		(22,772)
Other liabilities		(2,407)		(4,982)
Net cash provided by (used in) operating activities		53,162		(17,845)
Cash flows from investing activities:
Purchases of property, plant and equipment		(16,161)		(12,671)
Proceeds from dispositions of property, plant and equipment		41		561
Proceeds from dispositions of investments		—		700
Proceeds from notes receivable		1,400		6,425
Proceeds from sale of bus business		—		100,000
Acquisitions, net of cash acquired		(49,265)		(33,487)
Other		15		340
Net cash provided by (used in) investing activities		(63,970)		61,868
Cash flows from financing activities:
Regular cash dividends paid		(28,824)		(24,510)
Special cash dividend paid		—		(53,290)
Excess tax benefits from stock-based awards		114		796
Proceeds from issuance of common stock		—		2,491
Payments related to vesting of stock-based awards		(1,562)		(1,251)
Net cash used in financing activities		(30,272)		(75,764)
Net decrease in cash and cash equivalents		(41,080)		(31,741)
Cash and cash equivalents, beginning of period		289,336		236,601
Cash and cash equivalents, end of period	$	248,256	$	204,860
Supplemental cash flow information:
Income taxes paid	$	59,547	$	54,698
Interest paid	$	1	$	132
Non-cash transactions:
Capital expenditures in accounts payable	$	220	$	811
Other accounts receivable from disposal of bus business	$	—	$	5,043

See Notes to the Condensed Consolidated Financial Statements.

4

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(All dollar amounts presented in thousands except per share data)

1. Nature of Operations and Accounting Policies

Nature of Operations

Thor Industries, Inc. was founded in 1980 and, through its subsidiaries (the “Company”), manufactures a wide range of recreational vehicles (“RVs”) at various manufacturing facilities located primarily in Indiana and Ohio. These products are sold to independent dealers primarily throughout the United States and Canada. Unless the context otherwise requires or indicates, all references to “Thor”, the “Company”, “we”, “our” and “us” refer to Thor Industries, Inc. and its subsidiaries.

The Company’s core business activities are comprised of two distinct operations, which include the design, manufacture and sale of both towable recreational vehicles and motorized recreational vehicles. Accordingly, the Company has presented segment financial information for these two segments in Note 4 to the Condensed Consolidated Financial Statements. See Note 3, “Discontinued Operations,” in the Notes to the Condensed Consolidated Financial Statements for a description of the Company’s bus operations which were sold during the three months ended October 31, 2013. Accordingly, the accompanying financial statements (including footnote disclosures unless otherwise indicated) reflect these bus operations as discontinued operations apart from the Company’s continuing recreational vehicle operations.

The July 31, 2014 amounts are derived 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 cash flows for the interim periods presented have been made. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014. Due to seasonality within the recreational vehicle industry, annualizing the results of operations for the six months ended January 31, 2015 would not necessarily be indicative of the results for a full fiscal year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Key estimates include reserves for inventory, incurred but not reported medical claims, warranty claims, recall liabilities, workers’ compensation claims, vehicle repurchases, uncertain tax positions, product and non-product litigation and fair value determinations made for both intangible assets acquired and asset impairment assessments. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. The Company believes that such estimates are made using consistent and appropriate methods. Actual results could differ from these estimates.

Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-08 (“ASU 2014-08”) “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. Under the new guidance, the disposal of a component or group of components of a business will be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. For the Company, ASU 2014-08 is effective for disposals (or classifications as held for sale) of components that first occur after July 31, 2015. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued. The impact to the Company will depend on future disposals.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606),” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This standard will supersede most current revenue recognition guidance. Under the new standard, entities are required to identify the contract with a customer, identify the separate performance obligations in the contract, determine the transaction price, allocate the transaction price to the separate performance obligations in the contract and recognize the appropriate amount of revenue when (or as) the entity satisfies each performance obligation. The standard is effective for fiscal years, and the interim periods within those years, beginning on or after December 15, 2016, and is therefore effective for the Company in its fiscal year 2018 beginning on August 1, 2017. Entities have the option of using either retrospective transition or a modified approach in applying the new standard. The Company is currently evaluating the approach it will use to apply the new standard and the impact that the adoption of the new standard will have on the Company’s consolidated financial statements.

5

2. Acquisitions

Cruiser RV, LLC and DRV, LLC

On January 5, 2015, the Company closed on a Stock Purchase Agreement (“CRV/DRV SPA”) for the acquisition of all the outstanding membership units of towable recreational vehicle manufacturer Cruiser RV, LLC (“CRV”) and luxury fifth wheel towable recreational vehicle manufacturer DRV, LLC (“DRV”) through its Heartland Recreational Vehicles, LLC subsidiary (“Heartland”). In accordance with the CRV/DRV SPA, the closing was deemed effective as of January 1, 2015. As contemplated in the CRV/DRV SPA, the Company also acquired, in a series of integrated transactions, certain real estate used in the ongoing operations of CRV and DRV. The initial cash consideration for this acquisition was $47,412, subject to adjustment, and was funded entirely from the Company’s cash on hand. The total cash consideration to be paid is subject to the final determination of the actual net working capital as of the close of business on December 31, 2014, which is expected to be finalized later in fiscal 2015. The Company purchased CRV and DRV to expand its towable recreational vehicle market share and to supplement and expand its existing lightweight travel trailer and luxury fifth wheel product offerings and dealer base.

The following table summarizes the preliminary fair values assigned to the CRV and DRV net assets acquired, subject to the finalization of internal and independent external valuations:

Cash	$	1,062
Other current assets		22,099
Property, plant and equipment		4,500
Dealer network		14,500
Trademarks		5,400
Backlog		450
Goodwill		12,601
Current liabilities		(13,200	)
Total fair value of net assets acquired		47,412
Less cash acquired		(1,062	)
Total cash consideration for acquisition, less cash acquired	$	46,350

On the acquisition date, amortizable intangible assets had a weighted average useful life of 13.9 years. The dealer network was valued based on the Discounted Cash Flow Method and will be amortized on an accelerated basis over 12 years. The trademarks were valued on the Relief from Royalty Method and will be amortized on a straight line basis over 20 years. Backlog was valued based on the Discounted Cash Flow Method and will be amortized on a straight line basis over 6 weeks. Goodwill is deductible for tax purposes.

K.Z., Inc.

On May 1, 2014, the Company closed on a Stock Purchase Agreement (“KZ SPA”) for the acquisition of all the outstanding capital stock of towable recreational vehicle manufacturer K.Z., Inc. (“KZ”) for initial cash consideration of $53,405, subject to adjustment, which was funded entirely from the Company’s cash on hand. The final purchase price adjustment of $2,915, included in accounts payable as of July 31, 2014, was based on a final determination of actual net working capital as of the May 1, 2014 closing date and was paid during the first quarter of fiscal 2015. KZ operates as an independent operation in the same manner as the Company’s existing recreational vehicle subsidiaries and is aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased KZ to expand its towable recreational vehicle market share and supplement its existing towable RV product offerings and dealer base.

The following table summarizes the final fair values assigned to the KZ net assets acquired, which are based on internal and independent external valuations:

Cash	$	996
Other current assets		34,121
Property, plant and equipment		15,057
Dealer network		13,160
Trademarks		5,540
Non-compete agreements		450
Backlog		420
Goodwill		2,703
Current liabilities		(16,127	)
Total fair value of net assets acquired		56,320
Less cash acquired		(996	)
Total cash consideration for acquisition, less cash acquired	$	55,324

6

On the acquisition date, amortizable intangible assets had a weighted average useful life of 13.9 years. The dealer network was valued based on the Discounted Cash Flow Method and is amortized on an accelerated basis over 12 years. The trademarks were valued on the Relief from Royalty Method and are amortized on a straight line basis over 20 years. The non-compete agreements and backlog were both valued based on the Discounted Cash Flow Method, and the non-compete agreements are amortized on a straight line basis over 5 years while the backlog was amortized on a straight line basis over 2 months. Goodwill is deductible for tax purposes.

Bison Coach

On October 31, 2013, the Company closed on an Asset Purchase Agreement with Bison Coach, LLC for the acquisition of its net operating assets for initial cash consideration of $16,718, subject to adjustment, which was funded entirely from the Company’s cash on hand. The purchase price adjustment, which was based on a final determination of net assets, was finalized in the third quarter of fiscal 2014 and required an additional cash payment of $196, resulting in total cash consideration of $16,914. As a result of this acquisition, the Company formed a new entity, Bison Coach (“Bison”), which is aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased the net assets of Bison Coach, LLC to supplement its existing product offerings with Bison’s equestrian products with living quarters.

The following table summarizes the final fair values assigned to the Bison net assets acquired, which are based on internal and independent external valuations:

Current assets	$	4,050
Property, plant and equipment		625
Dealer network		7,400
Trademarks		1,800
Backlog		140
Goodwill		6,660
Current liabilities		(3,761	)
Total fair value of net assets acquired	$	16,914

On the acquisition date, amortizable intangible assets had a weighted average useful life of 13.3 years. The dealer network was valued based on the Discounted Cash Flow Method and is amortized on an accelerated cash flow basis over 12 years. The trademarks were valued on the Relief from Royalty Method and are amortized on a straight line basis over 20 years. Backlog was valued based on the Discounted Cash Flow Method and was amortized on a straight line basis over 6 weeks. Goodwill is deductible for tax purposes.

Livin’ Lite RV, Inc.

On August 30, 2013, the Company closed on an Asset Purchase Agreement with Livin’ Lite Corp. for the acquisition of its net operating assets for aggregate cash consideration of $16,769, net of cash acquired, which was funded entirely from the Company’s cash on hand. As a result of this acquisition, the Company formed a new entity, Livin’ Lite RV, Inc. (“Livin’ Lite”), which is aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased the Livin’ Lite Corp. operating assets to expand its recreational vehicle market share and complement its existing brands with Livin’ Lite’s advanced lightweight product offerings.

The following table summarizes the final fair values assigned to the Livin’ Lite net assets acquired, which are based on internal and independent external valuations:

Cash	$	247
Other current assets		3,626
Property, plant and equipment		137
Dealer network		3,200
Trademarks		1,500
Design technology assets		1,100
Non-compete agreements		130
Backlog		110
Goodwill		9,113
Current liabilities		(2,147	)
Total fair value of net assets acquired		17,016
Less cash acquired		(247	)
Total cash paid for acquisition, less cash acquired	$	16,769

7

On the acquisition date, amortizable intangible assets had a weighted average useful life of 10.2 years. The dealer network was valued based on the Discounted Cash Flow Method and is amortized on an accelerated cash flow basis over 8 years. The trademarks were valued on the Relief from Royalty Method and are amortized on a straight line basis over 20 years. The design technology assets were valued on the Relief from Royalty Method and are amortized on a straight line basis over 5 years. The non-compete agreements and backlog were both valued based on the Discounted Cash Flow Method, and the non-compete agreements are amortized on a straight line basis over 2 years while the backlog was amortized on a straight line basis over 6 weeks. Goodwill is deductible for tax purposes.

3. Discontinued Operations

On July 31, 2013, the Company entered into a Stock Purchase Agreement (“ASV SPA”) to sell its bus business to Allied Specialty Vehicles, Inc. (“ASV”) for cash of $100,000, subject to closing adjustments for changes in the net assets sold from April 30, 2013 to the closing date. The Company’s bus business manufactured and sold transit and shuttle buses. This divestiture has allowed the Company to focus on the strategic development and growth of its core recreational vehicle business.

The sale was completed as of October 20, 2013 and the Company received $100,000 on October 21, 2013. Under the terms of the ASV SPA, the total cash consideration to be received was subject to adjustment based on changes in the carrying value of the net assets of the bus business between April 30, 2013 and October 20, 2013. The amount of the final net asset adjustment was determined through the completion of a post-close audit during the second quarter of fiscal 2014. Based on the final agreed-upon carrying value of the bus business net assets sold as of October 20, 2013, an additional $5,043 was due from ASV and subsequently collected in February 2014, representing the increase in bus net assets since April 30, 2013. As a result, final net cash consideration received for the sale of the bus business totaled $105,043.

The Company recorded a preliminary pre-tax gain on the bus business sale of $7,825 in the first quarter of fiscal 2014 and a $746 unfavorable adjustment in the second quarter of fiscal 2014 based on the completion of the post-close audit, resulting in a final pre-tax gain of $7,079. The results of operations for the bus business, including the gain on the sale of the bus business, have been reported as discontinued operations in the Condensed Consolidated Statements of Income and Comprehensive Income for all periods presented.

The following table summarizes the results of discontinued operations:

	Three Months Ended January 31,				Six Months Ended January 31,
Discontinued Operations:	2015		2014		2015		2014
Net sales	$	—	$	—	$	—	$	83,903
Operating loss of discontinued operations	$	(2,564)	$	(1,131)	$	(2,999)	$	(4,564)
Pre-tax gain (loss) on disposal of discontinued business		—		(746)		—		7,079
Income (loss) before income taxes		(2,564)		(1,877)		(2,999)		2,515
Income tax benefit		(945)		(851)		(1,104)		(1,173)
Income (loss) from discontinued operations, net of taxes	$	(1,619)	$	(1,026)	$	(1,895)	$	3,688

The operating loss of discontinued operations for the three and six months ended January 31, 2015 reflects expenses incurred directly related to the former bus operations, including ongoing costs related to liabilities retained by the Company under the ASV SPA for bus product liability and worker’s compensation claims occurring prior to the closing date of the sale.

As a result of the sale of the bus business, and in accordance with the ASV SPA, the Company is no longer the primary obligor to the taxing authorities for bus operations in certain states. As a result, the Company eliminated certain reserves associated with uncertain tax positions resulting in a net tax benefit of $1,883, which is included in the discontinued operations income tax benefit of $1,173 for the six months ended January 31, 2014. Under the terms of the sale, the Company has agreed to indemnify ASV for any claims made by the taxing authorities after the date of sale for these uncertain tax positions, but does not expect future losses under this guarantee to be material.

4. Business Segments

The Company has two reportable segments: (1) towable recreational vehicles and (2) motorized recreational vehicles. The towable recreational vehicle reportable segment consists of the following operating segments that have been aggregated: Airstream (towable), Bison, CrossRoads, Heartland (including its wholly owned subsidiaries CRV and DRV), Keystone, KZ and Livin’ Lite. The motorized recreational vehicle reportable segment consists of the following operating segments that have been aggregated: Airstream (motorized) and Thor Motor Coach.

All manufacturing is conducted in the United States. Total assets include those assets used in the operation of each reportable segment. Corporate assets primarily consist of cash and cash equivalents and deferred income tax assets.

8

	Three Months Ended January 31,						Six Months Ended January 31,
	2015			2014			2015			2014
Net sales:
Recreational vehicles:
Towables	$	675,090		$	472,474		$	1,374,868		$	1,095,327
Motorized		177,326			162,856			399,540			339,966
Total	$	852,416		$	635,330		$	1,774,408		$	1,435,293
	Three Months Ended January 31,						Six Months Ended January 31,
	2015			2014			2015			2014
Income (loss) from continuing operations before income taxes:
Recreational vehicles:
Towables	$	40,320		$	18,915		$	89,619		$	64,539
Motorized		11,867			11,193			26,968			24,636
Total recreational vehicles		52,187			30,108			116,587			89,175
Corporate		(8,050	)		(6,206	)		(15,744	)		(10,832	)
Total	$	44,137		$	23,902		$	100,843		$	78,343
							January 31, 2015			July 31, 2014
Total assets:
Recreational vehicles:
Towables							$	932,530		$	868,017
Motorized								175,456			170,251
Total recreational vehicles								1,107,986			1,038,268
Corporate								347,797			370,450
Total							$	1,455,783		$	1,408,718

5. Earnings Per Common Share

	Three Months Ended January 31,				Six Months Ended January 31,
	2015		2014		2015		2014
Weighted average common shares outstanding for basic earnings per share		53,377,440		53,289,626		53,355,757		53,247,315
Stock options, unvested restricted stock and restricted stock units		81,091		63,401		88,973		78,936
Weighted average common shares outstanding for diluted earnings per share		53,458,531		53,353,027		53,444,730		53,326,251

The Company excludes stock options, unvested restricted stock and restricted stock units that have an antidilutive effect from its calculation of weighted average shares outstanding assuming dilution. At January 31, 2015 and 2014, the Company had 14,048 and 12,064, respectively, of stock options, unvested restricted stock and restricted stock units outstanding which were excluded from this calculation as their effect would be antidilutive.

6. Inventories

Major classifications of inventories are:

	January 31, 2015			July 31, 2014
Raw materials	$	131,915		$	122,150
Chassis		51,947			45,231
Work in process		51,411			49,537
Finished goods		38,067			27,424
Total		273,340			244,342
Excess of FIFO costs over LIFO costs		(28,923	)		(27,988	)
Total inventories	$	244,417		$	216,354

Of the $273,340 and $244,342 of inventories at January 31, 2015 and July 31, 2014, all but $51,588 and $36,096, respectively, at certain subsidiaries were valued on a last-in, first-out basis. The $51,588 and $36,096 of inventories were valued on a first-in, first-out method.

9

7. Property, Plant and Equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation, and consists of the following:

	January 31, 2015			July 31, 2014
Land	$	24,541		$	21,592
Buildings and improvements		188,738			175,611
Machinery and equipment		77,046			76,298
Total cost		290,325			273,501
Less accumulated depreciation		(107,168	)		(103,639	)
Property, plant and equipment, net	$	183,157		$	169,862

During the quarter ended October 31, 2013, the Company determined it was more likely than not that certain long-lived assets, consisting of certain RV facilities, would be sold or altered before the end of their previously estimated useful life. Therefore, the Company performed impairment assessments over these facilities using a discounted cash flow model and Level 3 inputs as defined by ASC 820 to determine whether an impairment existed. As a result of these assessments, a non-cash impairment charge of $710 was recognized in the quarter ended October 31, 2013.

8. Intangible Assets and Goodwill

The components of amortizable intangible assets are as follows:

	Weighted Average Remaining Life in Years at January 31, 2015	January 31, 2015				July 31, 2014
		Cost		Accumulated Amortization		Cost		Accumulated Amortization
Dealer networks	9	$	105,260	$	32,137	$	90,760	$	27,102
Trademarks	20		49,282		6,438		43,882		5,479
Design technology and other intangibles	10		22,850		7,277		23,070		6,775
Non-compete agreements	2		4,710		3,773		4,710		3,283
Total amortizable intangible assets		$	182,102	$	49,625	$	162,422	$	42,639

Dealer networks are primarily amortized on an accelerated basis. Trademarks, design technology and other intangibles and non-compete agreements are amortized on a straight-line basis. The increase in amortizable intangible assets since July 31, 2014 is due to the acquisition of CRV and DRV, as more fully described in Note 2 to the Condensed Consolidated Financial Statements.

Estimated annual amortization expense is as follows:

For the fiscal year ending July 31, 2015	$	15,238
For the fiscal year ending July 31, 2016		15,161
For the fiscal year ending July 31, 2017		15,123
For the fiscal year ending July 31, 2018		14,057
For the fiscal year ending July 31, 2019		12,687
For the fiscal year ending July 31, 2020		11,614
For the fiscal year ending July 31, 2021 and thereafter		56,253
	$	140,133

The change in the carrying value of goodwill from July 31, 2014 to January 31, 2015 is as follows:

Balance at July 31, 2014	$	256,579
Acquisition of towables business		12,601
Balance at January 31, 2015	$	269,180

All of the recorded goodwill at January 31, 2015 and July 31, 2014 resides in the towable recreational vehicle segment.

10

Goodwill is not subject to amortization, but instead is reviewed for impairment by applying a fair-value based test to the Company’s reporting units on an annual basis as of April 30, or more frequently if events or circumstances indicate a potential impairment. The Company’s reporting units are generally the same as its operating segments, which are identified in Note 4 to the Condensed Consolidated Financial Statements. Fair values are generally determined by a discounted cash flow model. These estimates are subject to significant management judgment, including the determination of many factors such as sales growth rates, gross margin patterns, cost growth rates, terminal value assumptions and discount rates, and therefore largely represent Level 3 inputs as defined by ASC 820. Changes in these estimates can have a significant impact on the determination of cash flows and fair value and could potentially result in future material impairments.

9. Concentration of Risk

One dealer, FreedomRoads, LLC (“FreedomRoads”), accounted for 14% and 16% of the Company’s continuing consolidated net sales for the six months ended January 31, 2015 and the six months ended January 31, 2014, respectively. This dealer also accounted for 17% of the Company’s consolidated trade accounts receivable at January 31, 2015 and 21% at July 31, 2014. The loss of this dealer could have a significant effect on the Company’s business.

10. Loan Transactions and Related Notes Receivable

In January 2009, we entered into two credit agreements, for $10,000 each, with Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust (the “Trust” and, together with each of the foregoing persons, the “January 2009 Loan Borrowers”). The final principal and interest payments on the first agreement were received in the second quarter of fiscal 2014 and the final principal and interest payments on the second agreement were received in fiscal 2012.

In December 2009, we entered into a $10,000 credit agreement with Marcus Lemonis, Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Trust (collectively, the “December 2009 Loan Borrowers”), and later modified in December 2012, pursuant to which $6,000 of original principal is outstanding as of January 31, 2015 with the final payment due on August 30, 2015. All payments of principal and interest due to date have been paid in full.

The January 2009 and December 2009 Loan Borrowers own, directly or indirectly, a controlling interest in FreedomRoads Holding Company, LLC, the parent company of FreedomRoads, the Company’s largest dealer.

11. Investments and Fair Value Measurements

The Company assesses the inputs used to measure the fair value of certain assets and liabilities using a three level hierarchy as prescribed in ASC 820. Level 1 inputs include quoted prices in active markets for identical assets or liabilities and are the most observable. Level 2 inputs include inputs other than Level 1 that are either directly or indirectly observable, such as quoted market prices for similar but not identical assets or liabilities, quoted prices in inactive markets or other inputs that can be corroborated by observable market data. Level 3 inputs are not observable, are supported by little or no market activity and include management’s judgments about the assumptions market participants would use in pricing the asset or liability.

The Company carries at fair value its investments in securities (primarily in mutual funds) held for the benefit of certain employees of the Company as part of a deferred compensation plan—measured with Level 1 inputs. Deferred compensation plan asset balances of $9,495 and $8,973 were recorded as of January 31, 2015 and July 31, 2014, respectively, as components of other long-term assets in the Condensed Consolidated Balance Sheets. An equal and offsetting liability was also recorded in regards to the deferred compensation plan as a component of other long-term liabilities in the Condensed Consolidated Balance Sheets. Changes in the fair value of the plan assets and the related liability are both reflected in the Condensed Consolidated Statements of Income and Comprehensive Income.

11

12. Product Warranties

The Company generally provides retail customers of its products with a one-year warranty covering defects in material or workmanship, with longer warranties of up to five years on certain structural components. The Company records a liability based on its best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Factors used 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. Management believes that the warranty reserves are adequate. However, actual claims incurred could differ from estimates, requiring adjustments to the reserves. Warranty reserves are reviewed and adjusted as necessary on at least a quarterly basis.

Changes in our product warranty reserves are as follows:

	Three Months Ended January 31,						Six Months Ended January 31,
	2015			2014			2015			2014
Beginning balance	$	97,640		$	86,530		$	94,938		$	84,250
Provision		26,769			18,701			56,230			41,193
Payments		(27,025	)		(21,097	)		(53,784	)		(41,918	)
Acquisitions		4,664			—			4,664			609
Ending balance	$	102,048		$	84,134		$	102,048		$	84,134

13. Provision for Income Taxes

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current period 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 our financial statements or tax returns. Fluctuations in the actual outcome of these tax consequences could materially impact our financial position or results of operations.

The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the probability of various possible outcomes must be determined. These uncertain tax positions are re-evaluated on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, voluntary settlements and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

The overall effective income tax rate for the three months ended January 31, 2015 was 31.4% compared with 28.0% for the three months ended January 31, 2014. The primary reason for the increase in the effective income tax rate is due to uncertain tax benefits that settled favorably in the three months ended January 31, 2014 while no such settlements occurred in the three months ended January 31, 2015. For the three months ended January 31, 2015, the Company recorded a tax benefit from the retroactive reinstatement of the federal research and development credit and other credits that were enacted on December 19, 2014.

The overall effective income tax rate for the six months ended January 31, 2015 was 31.1% compared with 31.6% for the six months ended January 31, 2014. The primary reason for the decrease in the effective income tax rate was the retroactive reinstatement of the federal research and development credit and other credits that occurred during the six months ended January 31, 2015. In addition, the effective income tax rates for the fiscal 2014 and fiscal 2015 periods were both impacted, to a similar extent, by various uncertain tax benefits that settled favorably.

It is the Company’s policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense. For the six months ended January 31, 2015, the Company released $4,506 of gross uncertain tax positions and related interest and penalties recorded at July 31, 2014 related to the effective settlement of various uncertain tax positions, which resulted in a net income tax benefit of $2,387. The Company accrued $293 in interest and penalties related to the remaining uncertain tax positions recorded at July 31, 2014 and recorded $90 of additional uncertain tax benefit reserve related to previous tax periods. For the three months ended January 31, 2015, the Company recorded $90 of additional uncertain tax benefit reserve related to previous tax periods and accrued $147 in interest and penalties.

12

The Company anticipates a decrease of approximately $2,560 in unrecognized tax benefits, and $385 in accrued interest and penalties related to unrecognized tax benefits recorded as of January 31, 2015, within the next 12 months from expected settlements or payments of uncertain tax positions and lapses of the applicable statutes of limitations. In addition, the Company is currently in the process of pursuing a variety of settlement alternatives with taxing authorities. It is reasonably possible that some of these settlements could be finalized in the next 12 months. If these settlements are finalized within the next 12 months, the gross unrecognized tax benefits may decrease between $100 and $2,700 and related accrued interest and penalties may decrease between $150 and $1,200. It is reasonably possible that some of these settlements will result in cash payments by the Company. Actual results may differ from these estimates.

Generally, fiscal years 2012 and 2013 remain open for federal income tax purposes and fiscal years 2011, 2012 and 2013 remain open for state and foreign income tax purposes. The Company and its subsidiaries file a consolidated U.S. federal income tax return and multiple state income tax returns. The Company is currently being audited by the state of Indiana for tax years ended July 31, 2008, 2009 and 2010 and the state of Illinois for tax years ended July 31, 2011 and 2012. During the three months ended January 31, 2015, the Company settled its Oregon audit for July 31, 2011, 2012 and 2013 for a nominal amount. The Company believes it has adequately reserved for its potential exposure to additional payments for uncertain tax positions related to its Indiana and Illinois income tax returns in its liability for unrecognized tax benefits.

14. Contingent Liabilities and Commitments

The Company is contingently liable under terms of repurchase agreements with financial institutions providing inventory financing for certain dealers of certain of its products. These arrangements, which are customary in the industry, provide for the repurchase of products sold to dealers in the event of default by the dealer on the agreement to pay the financial institution. The repurchase price is generally determined by the original sales price of the product and pre-defined curtailment arrangements. The Company typically resells the repurchased product at a discount from its repurchase price. The risk of loss from these agreements is spread over numerous dealers. In addition to the guarantee under these repurchase agreements, we may also be required to repurchase inventory relative to dealer terminations in certain states in accordance with state laws or regulatory requirements. The repurchase activity related to dealer terminations in certain states has been insignificant in relation to our repurchase obligation with financial institutions.

The Company’s total commercial commitments under standby repurchase obligations on dealer inventory financing as of January 31, 2015 and July 31, 2014 were $1,496,008 and $1,226,650, respectively. The commitment term is primarily up to eighteen months.

The Company accounts for the guarantee under repurchase agreements of dealers’ financing by deferring a portion of the related product sale that represents the estimated fair value of the guarantee at inception. The estimated fair value takes into account an estimate of the losses that may be incurred upon resale of any repurchases. This estimate is based on recent historical experience supplemented by the Company’s assessment of current economic and other conditions affecting its dealers. This deferred amount is included in the repurchase and guarantee reserve balances of $4,690 and $3,948 as of January 31, 2015 and July 31, 2014, respectively, which are included in other current liabilities on the Condensed Consolidated Balance Sheets.

The table below reflects losses incurred related to repurchase agreements that were settled in the periods noted. The Company believes that any future losses under these agreements will not have a significant effect on the Company’s consolidated financial position, results of operations or cash flows.

	Three Months Ended January  31,				Six Months Ended January 31,
	2015		2014		2015		2014
Cost of units repurchased	$	4,582	$	326	$	6,227	$	449
Realization of units resold		3,721		289		5,161		390
Losses due to repurchase	$	861	$	37	$	1,066	$	59

13

Legal Matters

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

15. Stockholders’ Equity

Stock-Based Compensation

During fiscal 2013, the Compensation and Development Committee of the Board (“the Committee”) approved a program to award restricted stock units to certain employees at the operating subsidiary and corporate levels. The first awards under this program were granted in the first quarter of fiscal 2013 related to fiscal 2012 performance. The Committee approved additional awards that were granted in fiscal 2014 related to fiscal year 2013 performance and approved additional awards that were granted in fiscal 2015 related to fiscal 2014 performance. The employee restricted stock units vest, and shares of common stock will be issued, in equal installments on the first, second and third anniversaries of the date of grant. Starting in fiscal 2013, and again in fiscal 2014 and fiscal 2015, the Nominating and Governance Committee of the Board awarded restricted stock units to Board members that will vest, and shares of common stock will be issued, on the first anniversary of the date of the grant.

Total expense recognized in the three months ended January 31, 2015 and January 31, 2014 for these restricted stock unit awards and other stock based compensation was $1,762 and $1,272, respectively, related entirely to continuing operations in both periods. Total expense recognized in the six months ended January 31, 2015 and January 31, 2014 for these restricted stock unit awards and other stock based compensation was $3,327 and $2,648, respectively, which included $0 and $480, respectively, related to discontinued operations.

For the restricted stock units that vested during the six month periods ended January 31, 2015 and January 31, 2014, a certain portion of the vested shares awarded were withheld as treasury shares to cover the recipients’ estimated withholding taxes. Tax payments made by the Company related to stock-based awards for the six months ended January 31, 2015 and January 31, 2014 totaled $1,562 and $1,251, respectively.

Retained Earnings

The components of the change in retained earnings are as follows:

Balance as of July 31, 2014	$	1,030,428
Net income		67,573
Dividends declared and paid		(28,824	)
Balance as of January 31, 2015	$	1,069,177

The dividends declared and paid total of $28,824 represents the regular quarterly dividend of $0.27 per share for each of the first two quarters of fiscal 2015.

14

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

Unless otherwise indicated, all dollar amounts are presented in thousands except per share data.

The following discussion of our business relates primarily to ongoing operations.

Forward Looking Statements

This report includes certain statements that are “forward looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward looking statements are made based on management’s current expectations and beliefs regarding future and anticipated developments and their effects upon Thor Industries, Inc., and inherently involve uncertainties and risks. These forward looking statements are not a guarantee of future performance. There can be no assurance that actual results will not differ from our expectations. Factors which could cause materially different results include, among others, price fluctuations, material or chassis supply restrictions, legislative and regulatory developments, the costs of compliance with increased governmental regulation, legal issues, the potential impact of increased tax burdens on our dealers and retail consumers, lower consumer confidence and the level of discretionary consumer spending, interest rate fluctuations, restrictive lending practices, management changes, the success of new product introductions, the pace of obtaining and producing at new production facilities, the pace of acquisitions, the integration of new acquisitions, the impact of the divestiture of the Company’s bus business, the availability of delivery personnel, asset impairment charges, cost structure changes, competition, the potential impact of the strengthening U.S. dollar on international demand, general economic, market and political conditions and the other risks and uncertainties discussed more fully in Item 1A of our Annual Report on Form 10-K for the year ended July 31, 2014. We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained in this report or to reflect any change in our expectations after the date hereof or any change in events, conditions or circumstances on which any statement is based, except as required by law.

Executive Overview

We were founded in 1980 and through our operating subsidiaries have grown to be one of the largest manufacturers of recreational vehicles (“RVs”) in North America, by units sold and revenue, based on retail statistics published by Statistical Surveys, Inc. (“Stat Surveys”) and other reported data. Our combined U.S. and Canadian RV industry market share in the travel trailer and fifth wheel portion of the towable segment is approximately 37.9% for the calendar year ended December 31, 2014. In the motorized segment of the RV industry, we have a combined U.S. and Canadian market share of approximately 23.7% for the calendar year ended December 31, 2014.

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

Our RV products are sold to dealers who, in turn, retail those products. We generally do not finance dealers directly, but do provide industry customary repurchase agreements to certain of the dealers’ floor plan lenders.

Our growth has been internal and by acquisition. Our strategy has been to increase our profitability in North America in the RV industry through product innovation, service to our customers, manufacturing quality products, improving the efficiencies of our facilities and by acquisitions. We have no plans to enter unrelated businesses in the future.

We have relied on internally generated cash flows from operations to finance substantially all our growth, although we may borrow to make an acquisition if we believe the incremental cash flows will provide for rapid payback. Capital expenditures of $16,161 for the six months ended January 31, 2015 were made primarily for land and production building additions and improvements, as well as for replacing machinery and equipment used in the ordinary course of business.

Recent Events

On January 5, 2015, the Company closed on a Stock Purchase Agreement (“CRV/DRV SPA”) for the acquisition of all the outstanding membership units of towable recreational vehicle manufacturer Cruiser RV, LLC (“CRV”) and luxury fifth wheel towable recreational vehicle manufacturer DRV, LLC (“DRV”) by its Heartland Recreational Vehicles, LLC subsidiary (“Heartland”). In accordance with the CRV/DRV SPA, the closing was deemed effective as of January 1, 2015. As contemplated in the CRV/DRV SPA, the Company also acquired, in a series of integrated transactions, certain real estate used in the ongoing operations of CRV and DRV. The initial cash consideration for this acquisition was $47,412, subject to adjustment. The Company purchased CRV and DRV to expand its towable recreational vehicle market share and to supplement and expand its existing lightweight travel trailer and luxury fifth wheel product offerings and dealer base.

15

Industry Outlook

The Company monitors the industry conditions in the RV market through the use of monthly wholesale shipment data as reported by the Recreation Vehicle Industry Association (“RVIA”), which is typically issued on a one month lag and represents manufacturers’ RV production and delivery to dealers. In addition, we also monitor monthly retail sales trends as reported by Stat Surveys, whose data is typically issued on a month and a half lag. The Company believes that monthly RV retail sales data is important as consumer purchases impact future dealer orders and ultimately our production.

We believe our dealer inventory levels are appropriate for seasonal consumer demand. RV dealer inventory of Thor products as of January 31, 2015 increased 27.1% to 76,441 units from 60,149 units as of January 31, 2014, partially attributable to acquisitions since the prior year and to winter weather conditions which hampered deliveries in January 2014. Thor’s backlog as of January 31, 2015 increased 11.5% to $942,060 from $845,178 as of January 31, 2014, also partially attributable to acquisitions since the prior year.

Industry Wholesale Statistics

Key wholesale statistics for the RV industry, as reported by RVIA, are as follows:

	U.S. and Canada Wholesale Unit Shipments
	Calendar Year						% Change
	2014		2013		Increase
Towable Units		312,784		282,795		29,989		10.6
Motorized Units		43,951		38,332		5,619		14.7
Total		356,735		321,127		35,608		11.1

According to the RVIA, calendar year 2015 shipments for towables and motorized units will approximate 315,200 and 46,200 units, respectively, which are 0.8% and 5.1% higher than the calendar year 2014 wholesale shipments noted above and the highest combined total since the record levels of 2006. Travel trailers and fifth wheels are expected to account for 83% of all RV shipments in calendar year 2015. The outlook for calendar year 2015 growth in RV sales is based on rising consumer confidence, rising home and stock values, improved credit availability and continued gains in job and disposable income prospects.

Industry Retail Statistics

We believe that retail demand is the key to continued improvement in the RV industry. With appropriate levels of dealer inventory currently, we believe that RV industry wholesale shipments will generally be on a one-to-one replenishment ratio with retail sales going forward.

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

	U.S. and Canada Retail Unit Registrations
	Calendar Year						% Change
	2014		2013		Increase
Towable Units		287,478		268,019		19,459		7.3
Motorized Units		38,690		33,462		5,228		15.6
Total		326,168		301,481		24,687		8.2

Note: Data reported by Stat Surveys is based on official state records. This information is subject to adjustment and is continuously updated.

Company Wholesale Statistics

The Company’s wholesale RV shipments, for the calendar year periods through December 31, 2014 and 2013 to correspond to the industry periods denoted above, were as follows:

	U.S. and Canada Wholesale Unit Shipments
	Calendar Year						% Change
	2014		2013		Increase
Towable Units		108,704		97,244		11,460		11.8
Motorized Units		10,923		8,446		2,477		29.3
Total		119,627		105,690		13,937		13.2

16

Company Retail Statistics

Retail statistics of the Company’s RV products, as reported by Stat Surveys, for the calendar year periods through December 31, 2014 and 2013 to correspond to the industry periods denoted above (and adjusted to include results of acquisitions only from the date of acquisition forward), were as follows:

	U.S. and Canada Retail Unit Registrations
	Calendar Year						% Change
	2014		2013		Increase
Towable Units		102,540		94,686		7,854		8.3
Motorized Units		9,164		7,788		1,376		17.7
Total		111,704		102,474		9,230		9.0

Our outlook for future growth in retail sales is dependent upon various economic conditions faced by consumers such as the rate of unemployment, the level of consumer confidence, the growth in disposable income of consumers, changes in interest rates, credit availability, the pace of recovery in the housing market, the impact of rising taxes and fuel prices. With continued improvement in consumer confidence, availability of retail and wholesale credit, low interest rates and the absence of negative economic factors, we would expect to see additional incremental improvements in RV sales and expect to benefit from our ability to increase production to meet increasing demand. In recent years, the industry has benefited from growing retail sales to younger consumers with new product offerings targeted to younger, more active families. In addition, a positive longer-term outlook for the RV business is supported by favorable demographics as more people reach the age brackets that historically have accounted for the bulk of retail RV sales. The number of consumers between the ages of 55 and 74 will total 78 million by 2025, 24% higher than in 2012 according to the RVIA.

Economic or industry-wide factors affecting our RV business include the costs of commodities used in the manufacture of our products. Material cost is the primary factor determining our cost of products sold, and any future increases in raw material costs would impact our profit margins negatively if we were unable to raise the prices for our products by corresponding amounts. Historically, we have been able to pass along cost increases to customers.

To date, we have not experienced any unusual cost increases from our chassis suppliers. The recreational vehicle industry has, from time to time, experienced shortages of chassis due to various causes such as component shortages, production delays or work stoppages at the chassis manufacturers which has impacted our sales and earnings. We believe that the current supply of chassis used in our motorized RV production is adequate for current production levels and that available inventory would compensate for short-term changes in supply schedules if they occur.

Three Months Ended January 31, 2015 vs. Three Months Ended January 31, 2014

	Three Months Ended January 31, 2015		Three Months Ended January 31, 2014		Change Amount		% Change
NET SALES:
Recreational Vehicles
Towables	$	675,090	$	472,474	$	202,616		42.9
Motorized		177,326		162,856		14,470		8.9
Total	$	852,416	$	635,330	$	217,086		34.2
# OF UNITS:
Recreational Vehicles
Towables		24,795		17,108		7,687		44.9
Motorized		2,181		2,037		144		7.1
Total		26,976		19,145		7,831		40.9

				% of Segment Net Sales					% of Segment Net Sales		Change Amount		% Change
GROSS PROFIT:
Recreational Vehicles
Towables	$	80,694			12.0	$	50,641			10.7	$	30,053		59.3
Motorized		21,306			12.0		19,686			12.1		1,620		8.2
Total	$	102,000			12.0	$	70,327			11.1	$	31,673		45.0
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational Vehicles
Towables	$	36,517			5.4	$	28,572			6.0	$	7,945		27.8
Motorized		9,433			5.3		8,493			5.2		940		11.1
Total Recreational Vehicles		45,950			5.4		37,065			5.8		8,885		24.0
Corporate		8,352			—		6,701			—		1,651		24.6
Total	$	54,302			6.4	$	43,766			6.9	$	10,536		24.1
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES:
Recreational Vehicles
Towables	$	40,320			6.0	$	18,915			4.0	$	21,405		113.2
Motorized		11,867			6.7		11,193			6.9		674		6.0
Total Recreational Vehicles		52,187			6.1		30,108			4.7		22,079		73.3
Corporate		(8,050	)		—		(6,206	)		—		(1,844)		29.7
Total	$	44,137			5.2	$	23,902			3.8	$	20,235		84.7

	As of January 31, 2015		As of January 31, 2014		Change Amount			% Change
ORDER BACKLOG:
Recreational Vehicles
Towables	$	626,052	$	501,882	$	124,170			24.7
Motorized		316,008		343,296		(27,288	)		(7.9	)
Total	$	942,060	$	845,178	$	96,882			11.5

18

CONSOLIDATED

Consolidated net sales for the three months ended January 31, 2015 increased $217,086, or 34.2%, compared to the three months ended January 31, 2014. Consolidated gross profit increased $31,673, or 45.0%, compared to the three months ended January 31, 2014. Consolidated gross profit was 12.0% of consolidated net sales for the three months ended January 31, 2015 and 11.1% for the three months ended January 31, 2014. Selling, general and administrative expenses for the three months ended January 31, 2015 increased 24.1% compared to the three months ended January 31, 2014. Income from continuing operations before income taxes for the three months ended January 31, 2015 was $44,137, as compared to $23,902 for the three months ended January 31, 2014, an increase of $20,235 or 84.7%. The reasons for the changes in net sales, gross profit, selling, general and administrative expenses and income before income taxes are addressed in the segment reporting that follows.

Corporate costs included in selling, general and administrative expenses increased $1,651 to $8,352 for the three months ended January 31, 2015 compared to $6,701 for the three months ended January 31, 2014. The increase is attributable to an increase in professional fees of $717, and an increase in bonuses of $619 in correlation with the increase in income from continuing operations before income taxes. Stock-based compensation also increased by $490.

Corporate interest income and other income and expense was $302 of income for the three months ended January 31, 2015 compared to $495 of income for the three months ended January 31, 2014. The $193 decrease is due to a decrease in overall interest income of $69, primarily due to reduced interest income on notes receivable as a result of lower note balances. In addition, the market value appreciation on the Company’s deferred compensation plan assets was $21 in the current year as compared to appreciation of $110 in the prior year, an unfavorable decrease of $89.

The overall effective income tax rate for the three months ended January 31, 2015 was 31.4% compared with 28.0% for the three months ended January 31, 2014. The primary reason for the increase in the effective income tax rate is due to uncertain tax benefits that settled favorably in the three months ended January 31, 2014 while no such settlements occurred in the three months ended January 31, 2015. For the three months ended January 31, 2015, the Company recorded a tax benefit from the retroactive reinstatement of the federal research and development credit and other credits that were enacted on December 19, 2014.

19

Segment Reporting

TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended January 31, 2015 vs. the three months ended January 31, 2014:

	Three Months Ended January 31, 2015		% of Segment Net Sales		Three Months Ended January 31, 2014		% of Segment Net Sales		Change Amount			% Change
NET SALES:
Towables
Travel Trailers	$	344,812		51.1	$	225,325		47.7	$	119,487			53.0
Fifth Wheels		328,689		48.7		242,832		51.4		85,857			35.4
Other		1,589		0.2		4,317		0.9		(2,728	)		(63.2	)
Total Towables	$	675,090		100.0	$	472,474		100.0	$	202,616			42.9
	Three Months Ended January 31, 2015		% of Segment Shipments		Three Months Ended January 31, 2014		% of Segment Shipments		Change Amount			% Change
# OF UNITS:
Towables
Travel Trailers		17,071		68.8		10,919		63.8		6,152			56.3
Fifth Wheels		7,569		30.5		5,940		34.7		1,629			27.4
Other		155		0.7		249		1.5		(94	)		(37.8	)
Total Towables		24,795		100.0		17,108		100.0		7,687			44.9

Impact of Change in Mix and Price on Net Sales:	% Increase (Decrease)
Towables
Travel Trailers		(3.3	)
Fifth Wheels		8.0
Other		(25.4	)
Total Towables		(2.0	)

The increase in total towables net sales of 42.9% compared to the prior year quarter resulted from a 44.9% increase in unit shipments and a 2.0% decrease in the impact of the change in the overall net price per unit. The overall industry increase in combined travel trailer and fifth wheel wholesale unit shipments for the three months ended January 31, 2015 was 20.5% compared to the same period last year according to statistics published by RVIA.

The decrease in the overall net price per unit within the travel trailer product lines of 3.3% is primarily due to product mix, as sales in the current period include a higher concentration of entry-level to mid-level product lines as compared to the prior year period, which is partially attributable to recent acquisitions. The increase in the overall net price per unit within the fifth wheel product lines of 8.0% is primarily due to net price increases and changes in product mix since the comparable prior year period.

Cost of products sold increased $172,563 to $594,396, or 88.0% of towables net sales, for the three months ended January 31, 2015 compared to $421,833, or 89.3% of towables net sales, for the three months ended January 31, 2014. The change in material, labor, freight-out and warranty comprised $163,885 of the $172,563 increase in cost of products sold due to increased sales volume. Material, labor, freight-out and warranty as a combined percentage of towables net sales decreased to 81.5% for the three months ended January 31, 2015 compared to 81.8% for the three months ended January 31, 2014. Total manufacturing overhead increased $8,678 with the increase in sales, but decreased as a percentage of towables net sales from 7.5% to 6.5% as the increased production resulted in better absorption of fixed overhead costs.

Towables gross profit increased $30,053 to $80,694, or 12.0% of towables net sales, for the three months ended January 31, 2015 compared to $50,641, or 10.7% of towables net sales, for the three months ended January 31, 2014. The $30,053 increase was primarily due to the increase in net sales noted above.

20

Selling, general and administrative expenses were $36,517, or 5.4% of towables net sales, for the three months ended January 31, 2015 compared to $28,572, or 6.0% of towables net sales, for the three months ended January 31, 2014. The primary reason for the $7,945 increase was increased towables net sales and towables income before income taxes, which caused related commissions, bonuses and other compensation to increase by $5,175. Sales related travel, advertising and promotional costs also increased $1,018 in correlation with the sales and backlog increases. Repurchase costs also increased $593.

Towables income before income taxes was 6.0% of towables net sales for the three months ended January 31, 2015 compared to 4.0% of towables net sales for the three months ended January 31, 2014. The primary reason for this increase in percentage was the impact of the increase in net towables sales noted above.

MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended January 31, 2015 vs. the three months ended January 31, 2014:

	Three Months Ended January 31, 2015		% of Segment Net Sales		Three Months Ended January 31, 2014		% of Segment Net Sales		Change Amount			% Change
NET SALES:
Motorized
Class A	$	108,080		60.9	$	94,464		58.0	$	13,616			14.4
Class C		51,074		28.8		51,004		31.3		70			0.1
Class B		18,172		10.3		17,388		10.7		784			4.5
Total Motorized	$	177,326		100.0	$	162,856		100.0	$	14,470			8.9
	Three Months Ended January 31, 2015		% of Segment Shipments		Three Months Ended January 31, 2014		% of Segment Shipments		Change Amount			% Change
# OF UNITS:
Motorized
Class A		1,199		55.0		1,006		49.4		193			19.2
Class C		831		38.1		879		43.2		(48	)		(5.5	)
Class B		151		6.9		152		7.4		(1	)		(0.7	)
Total Motorized		2,181		100.0		2,037		100.0		144			7.1

Impact of Change in Mix and Price on Net Sales:	% Increase (Decrease)
Motorized
Class A		(4.8	)
Class C		5.6
Class B		5.2
Total Motorized		1.8

The increase in total motorized net sales of 8.9% compared to the prior year quarter resulted from a 7.1% increase in unit shipments and a 1.8% increase in the impact of the change in the overall net price per unit. The overall market increase in wholesale unit shipments of motorhomes was 5.8% for the three months ended January 31, 2015 compared to the same period last year according to statistics published by RVIA.

The decrease in the overall net price per unit within the Class A product line of 4.8% is primarily due to a shift in the concentration of sales from the generally larger and more expensive diesel units to the more moderately priced gas units compared to a year ago. Increasing sales from a newer line of innovative product offerings of smaller, more moderately priced units that still offer many of the same amenities as larger models also contributed to the decrease. The increase in the overall net price per unit within the Class C product line of 5.6% is primarily due to changes in product mix and net price increases. Within the Class B product line, the increase in the overall net price per unit of 5.2% is due to a greater concentration of sales of higher priced models and net price increases.

21

Cost of products sold increased $12,850 to $156,020, or 88.0% of motorized net sales, for the three months ended January 31, 2015 compared to $143,170, or 87.9% of motorized net sales, for the three months ended January 31, 2014. The change in material, labor, freight-out and warranty comprised $11,885 of the $12,850 increase due to increased sales volume. Material, labor, freight-out and warranty as a combined percentage of motorized net sales was 82.9% compared to 83.0% for the prior year period. Total manufacturing overhead increased $965 with the increase in sales volume and increased as a percentage of motorized net sales from 4.9% to 5.1%. The increase in percentage is primarily due to increased percentages in facility related costs as a result of facility expansions since the prior year period.

Motorized gross profit increased $1,620 to $21,306, or 12.0% of motorized net sales, for the three months ended January 31, 2015 compared to $19,686, or 12.1% of motorized net sales, for the three months ended January 31, 2014. The $1,620 increase in gross profit was due primarily to the impact of the 7.1% increase in unit sales volume noted above, while the decrease in gross profit as a percentage of motorized net sales was due to the increase in the cost of products sold percentage noted above.

Selling, general and administrative expenses were $9,433, or 5.3% of motorized net sales, for the three months ended January 31, 2015 compared to $8,493, or 5.2% of motorized net sales, for the three months ended January 31, 2014. The primary reason for the $940 increase was increased motorized net sales and motorized income before income taxes, which caused related commissions, bonuses and other compensation to increase by $779.

Motorized income before income taxes was 6.7% of motorized net sales for the three months ended January 31, 2015 and 6.9% of motorized net sales for the three months ended January 31, 2014. The primary reason for this decrease in percentage was the impact of the increases in the cost of products sold and selling, general and administrative expense percentages noted above.

22

Six Months Ended January 31, 2015 vs. Six Months Ended January 31, 2014

	Six Months Ended   January 31, 2015		Six Months Ended   January 31, 2014		Change Amount		% Change
NET SALES:
Recreational Vehicles
Towables	$	1,374,868	$	1,095,327	$	279,541		25.5
Motorized		399,540		339,966		59,574		17.5
Total	$	1,774,408	$	1,435,293	$	339,115		23.6
# OF UNITS:
Recreational Vehicles
Towables		51,242		40,088		11,154		27.8
Motorized		4,915		4,216		699		16.6
Total		56,157		44,304		11,853		26.8

			% of Segment Net Sales				% of Segment Net Sales		Change Amount		% Change
GROSS PROFIT:
Recreational Vehicles
Towables	$	172,300		12.5	$	133,471		12.2	$	38,829		29.1
Motorized		47,365		11.9		42,039		12.4		5,326		12.7
Total	$	219,665		12.4	$	175,510		12.2	$	44,155		25.2
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational Vehicles
Towables	$	75,282		5.5	$	62,219		5.7	$	13,063		21.0
Motorized		20,380		5.1		17,434		5.1		2,946		16.9
Total Recreational Vehicles		95,662		5.4		79,653		5.5		16,009		20.1
Corporate		16,629		—		12,454		—		4,175		33.5
Total	$	112,291		6.3	$	92,107		6.4	$	20,184		21.9
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES:
Recreational Vehicles
Towables	$	89,619		6.5	$	64,539		5.9	$	25,080		38.9
Motorized		26,968		6.7		24,636		7.2		2,332		9.5
Total Recreational Vehicles		116,587		6.6		89,175		6.2		27,412		30.7
Corporate		(15,744)		—		(10,832)		—		(4,912)		(45.3)
Total	$	100,843		5.7	$	78,343		5.5	$	22,500		28.7

23

CONSOLIDATED

Consolidated net sales for the six months ended January 31, 2015 increased $339,115, or 23.6%, compared to the six months ended January 31, 2014. Consolidated gross profit increased $44,155, or 25.2%, compared to the six months ended January 31, 2014. Consolidated gross profit was 12.4% of consolidated net sales for the six months ended January 31, 2015 and 12.2% for the six months ended January 31, 2014. Selling, general and administrative expenses for the six months ended January 31, 2015 increased 21.9% compared to the six months ended January 31, 2014. Income from continuing operations before income taxes for the six months ended January 31, 2015 was $100,843, as compared to $78,343 for the six months ended January 31, 2014, an increase of $22,500 or 28.7%. The reasons for the changes in net sales, gross profit, selling, general and administrative expenses and income before income taxes are addressed in the segment reporting that follows.

Corporate costs included in selling, general and administrative expenses increased $4,175 to $16,629 for the six months ended January 31, 2015 compared to $12,454 for the six months ended January 31, 2014. The increase is primarily attributable to increases of $1,473 and $376, respectively, related to the change in the portion of our actuarially determined worker’s compensation and product liability reserves recorded at the corporate level. These increases are largely due to the prior year period including non-recurring favorable adjustments. Stock-based compensation also increased by $1,159, and bonuses increased by $714 in correlation with the increase in income from continuing operations before income taxes.

Corporate interest income and other income and expense was $885 of income for the six months ended January 31, 2015 compared to $1,622 of income for the six months ended January 31, 2014. The $737 decrease is due to a decrease in overall interest income of $242, primarily due to reduced interest income on notes receivable as a result of lower note balances. In addition, the market value appreciation on the Company’s deferred compensation plan assets was $267 in the current year as compared to appreciation of $609 in the prior year, an unfavorable decrease of $342.

The overall effective income tax rate for the six months ended January 31, 2015 was 31.1% compared with 31.6% for the six months ended January 31, 2014. The primary reason for the decrease in the effective income tax rate was the retroactive reinstatement of the federal research and development credit and other credits that occurred during the six months ended January 31, 2015. In addition, the effective income tax rates for the fiscal 2014 and fiscal 2015 periods were both impacted, to a similar extent, by various uncertain tax benefits that settled favorably.

24

Segment Reporting

TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the six months ended January 31, 2015 vs. the six months ended January 31, 2014:

	Six Months Ended January 31, 2015		% of Segment Net Sales		Six Months Ended January 31, 2014		% of Segment Net Sales		Change Amount			% Change
NET SALES:
Towables
Travel Trailers	$	701,530		51.0	$	545,091		49.8	$	156,439			28.7
Fifth Wheels		668,980		48.7		541,230		49.4		127,750			23.6
Other		4,358		0.3		9,006		0.8		(4,648	)		(51.6	)
Total Towables	$	1,374,868		100.0	$	1,095,327		100.0	$	279,541			25.5
	Six Months Ended January 31, 2015		% of Segment Shipments		Six Months Ended January 31, 2014		% of Segment Shipments		Change Amount			% Change
# OF UNITS:
Towables
Travel Trailers		35,208		68.7		26,397		65.8		8,811			33.4
Fifth Wheels		15,657		30.6		13,233		33.0		2,424			18.3
Other		377		0.7		458		1.2		(81	)		(17.7	)
Total Towables		51,242		100.0		40,088		100.0		11,154			27.8

	% Increase (Decrease)
Impact of Change in Mix and Price on Net Sales:
Towables
Travel Trailers		(4.7	)
Fifth Wheels		5.3
Other		(33.9	)
Total Towables		(2.3	)

The increase in total towables net sales of 25.5% compared to the prior year quarter resulted from a 27.8% increase in unit shipments and a 2.3% decrease in the impact of the change in the overall net price per unit. The overall industry increase in combined travel trailer and fifth wheel wholesale unit shipments for the six months ended January 31, 2015 was 14.4% compared to the same period last year according to statistics published by RVIA.

The decrease in the overall net price per unit within the travel trailer product lines of 4.7% is primarily due to product mix, as sales in the current period include a higher concentration of entry-level to mid-level product lines as compared to the prior year period, which is partially attributable to recent acquisitions. The increase in the overall net price per unit within the fifth wheel product lines of 5.3% is primarily due to net price increases and changes in product mix since the comparable prior year period.

Cost of products sold increased $240,712 to $1,202,568, or 87.5% of towables net sales, for the six months ended January 31, 2015 compared to $961,856, or 87.8% of towables net sales, for the six months ended January 31, 2014. The change in material, labor, freight-out and warranty comprised $225,812 of the $240,712 increase in cost of products sold due to increased sales volume. Material, labor, freight-out and warranty as a combined percentage of towables net sales decreased slightly to 81.4% for the six months ended January 31, 2015 compared to 81.5% for the six months ended January 31, 2014. Total manufacturing overhead increased $14,900 with the increase in sales, but decreased as a percentage of towables net sales from 6.3% to 6.1%, as the increase in production resulted in better absorption of fixed overhead costs.

Towables gross profit increased $38,829 to $172,300, or 12.5% of towables net sales, for the six months ended January 31, 2015 compared to $133,471, or 12.2% of towables net sales, for the six months ended January 31, 2014. The $38,829 increase was primarily due to the increase in net sales noted above.

25

Selling, general and administrative expenses were $75,282, or 5.5% of towables net sales, for the six months ended January 31, 2015 compared to $62,219, or 5.7% of towables net sales, for the six months ended January 31, 2014. The primary reason for the $13,063 increase was increased towables net sales and towables income before income taxes, which caused related commissions, bonuses and other compensation to increase by $7,751. Sales related travel, advertising and promotional costs also increased $2,000 in correlation with the sales and backlog increase. Legal, professional and related settlement costs also increased $895, and self-insured group insurance costs and repurchase costs both increased $668 each.

Towables income before income taxes was 6.5% of towables net sales for the six months ended January 31, 2015 compared to 5.9% of towables net sales for the six months ended January 31, 2014. The primary reason for this increase in percentage was the impact of the increase in towables net sales noted above.

MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the six months ended January 31, 2015 vs. the six months ended January 31, 2014:

	Six Months Ended January 31, 2015		% of Segment Net Sales		Six Months Ended January 31, 2014		% of Segment Net Sales		Change Amount			% Change
NET SALES:
Motorized
Class A	$	245,928		61.6	$	198,998		58.5	$	46,930			23.6
Class C		113,914		28.5		109,628		32.2		4,286			3.9
Class B		39,698		9.9		31,340		9.3		8,358			26.7
Total Motorized	$	399,540		100.0	$	339,966		100.0	$	59,574			17.5
	Six Months Ended January 31, 2015		% of Segment Shipments		Six Months Ended January 31, 2014		% of Segment Shipments		Change Amount			% Change
# OF UNITS:
Motorized
Class A		2,750		56.0		2,083		49.4		667			32.0
Class C		1,825		37.1		1,856		44.0		(31	)		(1.7	)
Class B		340		6.9		277		6.6		63			22.7
Total Motorized		4,915		100.0		4,216		100.0		699			16.6

	% Increase (Decrease)
Impact of Change in Mix and Price on Net Sales:
Motorized
Class A		(8.4	)
Class C		5.6
Class B		4.0
Total Motorized		0.9

The increase in total motorized net sales of 17.5% compared to the prior year quarter resulted from a 16.6% increase in unit shipments and a 0.9% increase in the impact of the change in the overall net price per unit. The overall market increase in wholesale unit shipments of motorhomes was 9.7% for the six months ended January 31, 2015 compared to the same period last year according to statistics published by RVIA.

The decrease in the overall net price per unit within the Class A product line of 8.4% is primarily due to a shift in the concentration of sales from the generally larger and more expensive diesel units to the more moderately priced gas units compared to a year ago. Increasing sales from a newer line of innovative product offerings of smaller, more moderately priced units that still offer many of the same amenities as larger models also contributed to the decrease. The increase in the overall net price per unit within the Class C product line of 5.6% is primarily due to changes in product mix and net price increases. Within the Class B product line, the increase in the overall net price per unit of 4.0% is due to a greater concentration of sales of higher priced models and net price increases.

26

Cost of products sold increased $54,248 to $352,175, or 88.1% of motorized net sales, for the six months ended January 31, 2015 compared to $297,927, or 87.6% of motorized net sales, for the six months ended January 31, 2014. The change in material, labor, freight-out and warranty comprised $50,703 of the $54,248 increase due to increased sales volume. Material, labor, freight-out and warranty as a combined percentage of motorized net sales increased slightly to 83.4% compared to 83.2% for the prior year period. The increase in percentage is primarily due to the combination of assimilating an increasing labor force while expanding production lines and product offerings in the past year leading to an increase in the warranty percentage. Total manufacturing overhead increased $3,545 with the increase in sales volume and increased as a percentage of motorized net sales from 4.4% to 4.7%. The increase in percentage is primarily due to increased percentages in facility related costs as a result of facility expansions since the prior year period.

Motorized gross profit increased $5,326 to $47,365, or 11.9% of motorized net sales, for the six months ended January 31, 2015 compared to $42,039, or 12.4% of motorized net sales, for the six months ended January 31, 2014. The $5,326 increase in gross profit was due primarily to the impact of the 16.6% increase in unit sales volume noted above, while the decrease in gross profit as a percentage of motorized net sales was due to the increase in the cost of products sold percentage noted above.

Selling, general and administrative expenses were $20,380, or 5.1% of motorized net sales, for the six months ended January 31, 2015 compared to $17,434, or 5.1% of motorized net sales, for the six months ended January 31, 2014. The primary reason for the $2,946 increase was increased motorized net sales and motorized income before income taxes, which caused related commissions, bonuses and other compensation to increase by $2,059. Sales related travel, advertising and promotion costs also increased $488 in correlation with the increase in sales.

Motorized income before income taxes was 6.7% of motorized net sales for the six months ended January 31, 2015 and 7.2% of motorized net sales for the six months ended January 31, 2014. The primary reason for this decrease in percentage was the impact of the increase in the cost of products sold percentage noted above.

Financial Condition and Liquidity

As of January 31, 2015, we had $248,256 in cash and cash equivalents compared to $289,336 on July 31, 2014. The components of this $41,080 decrease in cash and cash equivalents are described in more detail below, but the decrease is primarily attributable to cash provided by operations of $53,162, less $28,824 paid for dividends, $46,350 of net cash paid for the acquisition of the CRV and DRV recreational vehicle businesses and $16,161 paid for capital expenditures.

Working capital at January 31, 2015 was $482,598 compared to $473,334 at July 31, 2014. Capital expenditures of $16,161 for the six months ended January 31, 2015 were made primarily for land and production building additions and improvements, as well as replacing machinery and equipment used in the ordinary course of business.

We believe our cash and cash equivalents on hand and funds generated from operations will be sufficient to fund expected future operational requirements. We have relied on internally generated cash flows from operations to finance substantially all our growth. We may, however, consider debt to make an acquisition.

Our three main priorities for the use of current and future available cash include supporting and growing our core RV business, both organically and through acquisitions, maintaining and growing our regular dividends over time and strategic share repurchases or special dividends as determined by the Company’s Board.

In regard to supporting and growing our business, we anticipate additional capital expenditures in fiscal 2015 of approximately $25,000, primarily for expanding our recreational vehicle facilities and replacing and upgrading machinery, equipment and other assets to be used in the ordinary course of business. We may also consider additional strategic growth acquisitions that complement or expand our ongoing RV operations.

The Company’s Board currently intends to continue quarterly cash dividend payments in the future. The declaration of future dividends and the establishment of the per share amounts, record dates and payment dates for any such future dividends are subject to the determination of the Board, and will be dependent upon future earnings, cash flows and other factors. There are no limitations on the Company’s ability to pay dividends pursuant to any credit facility.

Future purchases of the Company’s common stock or special cash dividends may occur based upon market and business conditions, and excess cash availability, subject to applicable legal limitations and determination by the Board.

27

Operating Activities

Net cash provided by operating activities for the six months ended January 31, 2015 was $53,162 as compared to net cash used in operating activities of $17,845 for the six months ended January 31, 2014. For the six months ended January 31, 2015, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles, impairment charges, deferred income tax provision (benefit), gain on disposal of bus business and stock-based compensation) resulted in $83,473 of operating cash. The changes in working capital used $30,311 of operating cash during that period, primarily due to an increase in inventory in correlation with the increase in current sales and production levels and backlog. For the six months ended January 31, 2014, net income adjusted for non-cash items resulted in $69,366 of operating cash. Changes in working capital used $87,211 during that period, primarily due to a larger than usual increase in inventory due to increasing backlogs and inclement weather disrupting January 2014 production and shipments. In addition, required income tax payments also increased.

Investing Activities

Net cash used in investing activities for the six months ended January 31, 2015 was $63,970, primarily due to net cash of $46,350 paid for the acquisition of the CRV and DRV towable recreational vehicle businesses, capital expenditures of $16,161 and a final purchase price adjustment payment of $2,915 related to the fiscal 2014 acquisition of the KZ towable recreational vehicle business. Net cash provided by investing activities of $61,868 for the six months ended January 31, 2014 was primarily due to $100,000 in net cash consideration received from the sale of the bus business and $6,425 in proceeds received on notes receivable, partially offset by $16,769 and $16,718 of net cash consideration paid for the acquisitions of the Livin’ Lite and Bison towable recreational vehicle businesses, respectively, and capital expenditures of $12,671.

Financing Activities

Net cash used in financing activities for the six months ended January 31, 2015 was $30,272, primarily for regular quarterly cash dividend payments of $0.27 per share for each of the first two quarters of fiscal 2015 totaling $28,824. Net cash used in financing activities of $75,764 for the six months ended January 31, 2014 was also primarily for cash dividend payments of $77,800. The Company paid a regular quarterly $0.23 per share dividend in each of the first two quarters of fiscal 2014 totaling $24,510 and a special $1.00 per share dividend in November 2013 of $53,290. The Company increased its previous regular quarterly dividend of $0.23 per share to $0.27 per share in October 2014. In October 2013, the Company increased its previous regular quarterly dividend of $0.18 per share to $0.23 per share.

Accounting Pronouncements

Reference is made to Note 1 of our Condensed Consolidated Financial Statements contained in this report for a summary of recently issued accounting pronouncements, which summary is hereby incorporated by reference.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

28

ITEM 4. CONTROLS AND PROCEDURES

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

During the quarter ended January 31, 2015, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – Other Information

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A.    RISK FACTORS

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, 2014, except as noted below.

Relative strength of the U.S. dollar may impact sales

Although our sales to dealers are made in U.S. dollars, we have historically generated considerable sales in Canada. The current strength of the U.S. dollar relative to the Canadian dollar has impacted sales in Canada. Should the U.S. dollar remain strong or further strengthen relative to the Canadian dollar, sales will likely be negatively impacted.

Business acquisitions pose integration risks

Recent business acquisitions, including the most recent acquisition of CRV/DRV in the second quarter of fiscal 2015, and the merger of subsidiaries within Thor, pose a number of potential integration risks that may result in us experiencing negative consequences to our business, financial condition or results of operations. The transaction activity, the integration of recently acquired assets, operations and companies and the merger of subsidiaries within Thor involve a number of related risks, including, but not limited to:

• Demands on management related to various transaction and integration activities;

• The diversion of management’s attention from the management of daily operations to the integration of operations;

• The assimilation and retention of employees;

• The ability of the management teams at these entities to meet operational and financial expectations;

• The integration of departments and systems, including accounting systems, technologies, books and records and procedures; and

• The establishment or maintenance of uniform standards and controls, including internal accounting controls, procedures and policies.

29

ITEM 6. EXHIBITS

Exhibit	Description
10.1	Stock Purchase Agreement, dated January 5, 2015, by and among Heartland Recreational Vehicles, LLC and David E. Fought, Jeffrey D. Fought, Paul R. Corman, Robert L. Tiedge, John J. Mohamed, E. Dale Fenton, Dan E. Van Liew, Sidnaw Corporation, and Laure R. Cunningham*
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 of 2002
32.2	Chief Financial Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly report on Form 10-Q for the quarter ended January 31, 2015 formatted in XBRL (“eXtensible Business Reporting Language”): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements.

* The schedules and exhibits referenced in the Stock Purchase Agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request.

30

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: March 5, 2015	/s/ Robert W. Martin
	Robert W. Martin
	President and Chief Executive Officer
DATE: March 5, 2015	/s/ Colleen Zuhl
	Colleen Zuhl
	Vice President and Chief Financial Officer

31

EX-10.1

Exhibit 10.1

STOCK PURCHASE AGREEMENT

BY AND AMONG

HEARTLAND RECREATIONAL VEHICLES, LLC

(“BUYER”)

AND

DAVID E. FOUGHT, JEFFREY D. FOUGHT, PAUL R. CORMAN, ROBERT L. TIEDGE, , JOHN J. MOHAMED, E. DALE FENTON, DAN E. VAN LIEW, SIDNAW CORPORATION, INC., AND LAURE R. CUNNINGHAM

(COLLECTIVELY, THE “SELLERS”)

JANUARY 5, 2015

STOCK PURCHASE AGREEMENT

TABLE OF CONTENTS

ARTICLE 1.   THE TRANSACTION		1
	Section 1.1 Purchase and Sale of Company Units	1
	Section 1.2 Purchase Price	1
	Section 1.3 Target Net Assets.	2
	Section 1.4 Post-Closing Purchase Price Adjustment.	2
	Section 1.5 Escrow	5
	Section 1.6 The Closing.	5
ARTICLE 2.   REPRESENTATIONS AND WARRANTIES OF THE SELLERS		6
	Section 2.1 Organization, Qualification, and Corporate Power.	6
	Section 2.2 Capitalization and Ownership.	6
	Section 2.3 Authority	7
	Section 2.4 Noncontravention; Consents and Approvals.	7
	Section 2.5 Equity Investments	8
	Section 2.6 Financial Statements	8
	Section 2.7 Tangible Property	8
	Section 2.8 Condition of Tangible Property	8
	Section 2.9 Absence of Material Adverse Changes, Etc.	8
	Section 2.10 No Undisclosed Liabilities	8
	Section 2.11 Tax Matters.	9
	Section 2.12 Intellectual Property.	11
	Section 2.13 Contracts; No Defaults.	11
	Section 2.14 Proceedings	12
	Section 2.15 Labor and Employment Matters.	13
	Section 2.16 Employee Benefits.	13
	Section 2.17 Environmental Matters.	14
	Section 2.18 Legal Compliance	16
	Section 2.19 Permits	16
	Section 2.20 Insurance	16
	Section 2.21 Customers and Suppliers.	16
	Section 2.22 Brokers’ Fees	16
	Section 2.23 Book and Records; Bank Accounts.	16
	Section 2.24 Certain Business Relationships with the Company.	17
	Section 2.25	17
	Section 2.26.	17
	Section 2.27.	17
	Section 2.28 Legal Employees.	17
	Section 2.29 Retirement of Certain Payables and Receivables.	17
ARTICLE 3.   REPRESENTATIONS AND WARRANTIES OF THE BUYER		17
	Section 3.1 Organization	17
	Section 3.2 Authorization of Transaction	17
	Section 3.3 Noncontravention.	18

STOCK PURCHASE AGREEMENT i

	Section 3.4 Broker’s Fees	18
	Section 3.5 Litigation	18
	Section 3.6 Investment Intent	18
	Section 3.7 Solvency	19
ARTICLE 4.   INDEMNIFICATION		19
	Section 4.1 Indemnification by the Sellers	19
	Section 4.2 Indemnification by the Buyer	19
	Section 4.3 Claims for Indemnification.	20
	Section 4.4 Survival.	21
	Section 4.5 Limitations.	21
	Section 4.6 Manner of Payment	21
ARTICLE 5.   TAX MATTERS		21
	Section 5.1 Tax Indemnification	22
	Section 5.2 Straddle Period	22
	Section 5.3 Responsibility for Filing Tax Returns	22
	Section 5.4 Refunds and Tax Benefits	22
	Section 5.5 Cooperation on Tax Matters; Tax Audits.	23
	Section 5.6 Certain Taxes and Fees	24
	Section 5.7 Taxes and Section 338(h)(10) Election	24
	Section 5.8 Partial Contribution toward Tax Gross-Up Amount.	24
ARTICLE 6.   FURTHER AGREEMENTS		25
	Section 6.1 Access to Information; Record Retention; Cooperation.	25
	Section 6.2 Further Assurances	26
	Section 6.3 Employee Matters.	26
ARTICLE 7.   MISCELLANEOUS		27
	Section 7.1 Definitions and Usage	27
	Section 7.2 Press Releases and Announcements	30
	Section 7.3 No Third-Party Beneficiaries	30
	Section 7.4 Action to be Taken by Affiliates	30
	Section 7.5 Entire Agreement	30
	Section 7.6 Succession and Assignment	30
	Section 7.7 Counterparts; Facsimile Signatures	30
	Section 7.8 Headings	30
	Section 7.9 Notices	31
	Section 7.10 Governing Law	31
	Section 7.11 Amendments and Waivers	32
	Section 7.12 Severability	32
	Section 7.13 Expenses	32
	Section 7.14 Specific Performance	32
	Section 7.15 Incorporation of Exhibits, Schedules, and Attachments	32
	Section 7.16 Submission to Jurisdiction	32

STOCK PURCHASE AGREEMENT ii

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of January 5, 2015, by and among Heartland Recreational Vehicles, LLC, an Indiana Limited Liability Company (the “Buyer”), and David E. Fought, Jeffrey D. Fought, Paul R. Corman, Robert L. Tiedge, John J. Mohamed, E. Dale Fenton, Dan E. Van Liew, Sidnaw Corporation, Inc., and Laure R. Cunningham (collectively the “Sellers”). The Buyer and the Sellers are sometimes respectively referred to as “Party”, and collectively referred to as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined are defined in Section 7.1.

RECITALS

1. Collectively and by varied percentage, the Sellers own all of the issued and outstanding membership units of DRV, LLC and Cruiser RV, LLC (“CRV” and “DRV” respectively and collectively as the “Company” and/or the “Companies”).

2. The Companies manufacture and sell travel trailers, travel trailer toy haulers, fifth wheels, and fifth wheel toy haulers (the “Business”).

3. Buyer is a wholly-owned subsidiary of Thor Industries, Inc.

4. The Sellers desire to sell to the Buyer, and the Buyer desires to purchase from the Sellers, all of the issued and outstanding membership units of the Company (collectively the “Company Units”) for the consideration set forth below, subject to the terms and conditions of this Agreement.

5. Through separate agreements with DEEG Holdings, LLC and Howe Group, LLC, Buyer also desires to acquire simultaneously with the closing of the transaction contemplated in this Agreement certain real estate (the “Real Estate” herein) which is leased to the Company and used in the Business, for the sum of $3,240,000.00.

NOW, THEREFORE, in consideration of the representations, warranties, covenants, and agreements contained in this Agreement and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties agree as follows:

Article 1.     THE TRANSACTION

Section 1.1 Purchase and Sale of Company Units. Upon and subject to the terms and conditions of this Agreement, at the Closing (as defined below) the Sellers shall sell, transfer, convey, assign, and deliver to the Buyer, and the Buyer shall purchase, acquire, and accept from the Sellers, the Company Units.

Section 1.2 Purchase Price. The purchase price to be paid by the Buyer to the Sellers at the Closing for the Company Units shall be Forty-Four Million One Hundred Seventy-One Thousand Nine Hundred Eight Dollars ($44,171,908.16) (the “Base Purchase Price (as adjusted, the “Closing Purchase Price”). The Closing Purchase Price shall be subject to adjustment as set forth in Section 1.4 below (as adjusted, the “Purchase Price”). At Closing, Thirty-Nine Million One Hundred Seventy-One Thousand Nine Hundred Eight Dollars ($39,171,908.16) of the Closing Purchase Price shall be payable by Buyer by wire transfer to

STOCK PURCHASE AGREEMENT

accounts designated by Sellers in Exhibit 1.2 hereof and Five Million Dollars ($5,000,000.00) of the Closing Purchase Price (the “Escrow Amount”) shall be paid by the Buyer to Morgan Stanly Smith Barney, LLC (the “Escrow Agent”) to be held pursuant to the provisions of Section 1.5 (the “Escrow”).

Section 1.3 Target Net Assets. The Target Net Assets shall be Twelve Million Two Hundred Eleven Thousand Six Hundred Thirty-one Dollars ($12,211,631.00) (the “Target Net Assets”). Net Assets were, and for the post-closing adjustment shall be, determined using Exhibit 1.3. To the extent that Exhibit 1.3 does not address any procedure necessary for the post-closing adjustment, then such procedures shall be determined using the past practices of the Company to the extent such practices comply with GAAP. In the instance in which any past practice was not GAAP-compliant, the parties shall apply GAAP practices determined by the Buyer. The term “Net Assets” shall have the meaning and will be calculated as set forth on Exhibit 1.3 attached hereto.

Section 1.4 Post-Closing Purchase Price Adjustment.

(a)       As promptly as practicable, but no later than sixty (60) days after the Closing Date, the Sellers’ Representative will cause to be prepared and delivered to the Buyer a certificate (the “Closing Certificate”) setting forth a calculation of the Net Assets of the Company as of the Effective Date (the “Closing Net Assets”), which shall be prepared in accordance with the practices outlined in Section 1.3 hereof. The Buyer and Company will assist the Sellers in the preparation of the Closing Certificate and will provide the Sellers’ Representative and the Sellers’ Representative’s independent accountants access at all reasonable times to the Company’s personnel and properties, books, and records for such purpose, including access to the inventories in order to conduct the inventory count as set forth in Section 1.4(e) hereof. The Closing Certificate shall in respect of the Closing Net Assets reflected thereon, present fairly in all material respects the Net Assets of the Company as of the close of business on December 31, 2014. The Buyer shall have thirty (30) days from the date on which the Closing Certificate is due to review the certificate (the “Review Period”). The Buyer and its accountants shall be provided with customary access to the work papers of the Sellers’ Representatives in connection with such review, subject to the execution of customary confidentiality and other undertakings. If the Buyer disagrees in any respect with any item or amount shown or reflected in the Closing Certificate or with the calculation of the Closing Net Assets, the Buyer may, on or prior to the last day of the Review Period, deliver a notice to the Sellers’ Representative setting forth, in reasonable detail, each disputed item or amount and the basis for the Buyer’s disagreement therewith (the “Dispute Notice”). The Dispute Notice shall set forth the Buyer’s position as to the proper Closing Net Assets. If no Dispute Notice is received by the Sellers’ Representative on or prior to the last day of the Review Period, the Closing Certificate shall be deemed accepted by the Buyer, whereupon (1) the Closing Net Assets reflected on the Closing Certificate shall be deemed to be the “Final Net Assets,” and (2) the Buyer or the Sellers, as the case may be, will pay to the other Party the amount owing in accordance with Section 1.4(d) hereof. In the event that the Buyer timely delivers a Dispute Notice to the Sellers’ Representative, the Buyer or the Sellers, as the case may be, will pay to the other Party any undisputed portion of the amount determined under Section 1.4(d) hereof which would be payable regardless of how the matters set forth in

STOCK PURCHASE AGREEMENT 2

the Dispute Notice are resolved (the “Undisputed Amount”). Any amount payable by Sellers under this Section 1.4(a) shall not be paid with funds from the Escrow.

(b)       For fourteen (14) days after the Sellers’ Representative receipt of a Dispute Notice, if any, the Parties shall endeavor in good faith to resolve by mutual agreement all matters in the Dispute Notice. In the event that the Parties are unable to resolve by mutual agreement any matter in the Dispute Notice within such 14-day period, the Buyer and the Sellers hereby agree that they shall engage McGladery LLP or such other firm as the parties may mutually agree upon in writing (the “Independent Accounting Firm”) in respect of this Section 1.4. The Sellers and the Buyer shall submit the disputed matters, as described in the Dispute Notice, together with such arguments as either of them choose to make in connection therewith, in writing to the Independent Accounting Firm within twenty (20) days after the Independent Accounting Firm’s engagement.

(c)       The Sellers and the Buyer shall use commercially reasonable efforts to cause the Independent Accounting Firm to resolve the disputed matters based upon the materials submitted to it pursuant to the last sentence of Section 1.4(b) hereof within thirty (30) days following the submission of such materials. The Independent Accounting Firm shall determine, based solely on presentations by the Sellers and the Buyer, and not by independent review, only those issues in dispute specifically set forth in the Dispute Notice and shall render a written report to the Sellers and the Buyer (the “Adjustment Report”) in which the Independent Accounting Firm shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the Closing Certificate solely as to the disputed items and shall determine the appropriate Final Net Assets on that basis. The Adjustment Report shall set forth, in reasonable detail, the Independent Accounting Firm’s determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Closing Certificate and the Closing Net Assets, together with supporting calculations. In resolving any disputed item, the Independent Accounting Firm: (i) shall be bound to the principles of this Agreement, including those stated in this Section 1.4, (ii) shall limit its review to matters specifically set forth in the Dispute Notice, and (iii) shall not assign a value to any item higher than the highest value for such item claimed by either Party or less than the lowest value for such item claimed by either Party. All fees and expenses relating to the work of the Independent Accounting Firm shall be borne by the Sellers, on the one hand, and by the Buyer, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm (such inverse proportion for each Party shall be the positive value obtained by each Party by dividing (1) the difference of (A) the amount of the Closing Net Assets proposed by such Party and (B) the amount of the Final Net Assets established by the Independent Accounting Firm by (2) the difference between (A) the amount of the Closing Net Assets proposed by the Sellers and (B) the amount of Closing Net Assets proposed by the Buyer), which proportionate allocation will also be determined by the Independent Accounting Firm and be included in the Adjustment Report. The Adjustment Report, absent fraud, shall be final and binding upon the Buyer and the Sellers, shall be deemed a final arbitration award that is binding on each of the Buyer and the Sellers, and no Party shall seek further recourse to courts, other tribunals

STOCK PURCHASE AGREEMENT 3

or otherwise, other than to enforce to the Adjustment Report. Judgment may be entered to enforce the Adjustment Report in any court having proper jurisdiction.

(d)       Effective upon the end of the Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of all matters set forth in the Dispute Notice by mutual agreement of the Parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered), the Closing Purchase Price shall be (i) increased dollar-for-dollar by the amount by which the Final Net Assets exceeds the Target Net Assets or (ii) decreased dollar-for-dollar by the amount by which the Final Net Assets is less than the Target Net Assets. Any adjustment to the Closing Purchase Price pursuant to this Section 1.4 shall be paid by the Buyer or the Sellers, as the case may be, as follows:

(i)       if a timely Dispute Notice is not delivered, on the fifth (5th) Business Day following the end of the Review Period, or

(ii)       if a timely Dispute Notice is delivered, (A) with respect to Undisputed Amounts paid pursuant to the second to last sentence of Section 1.4(a), on the fifth (5th) Business Day following the delivery of a Dispute Notice to the Sellers, and (B) on the fifth (5th) Business Day following the resolution of all matters set forth in the Dispute Notice by mutual agreement of the Parties or on the fifth (5th) Business Day following the date on which the Adjustment Report has been received by the Sellers’ Representative and the Buyer less any payment made by the Buyer or the Seller, as the case may be, as described in the foregoing clause (A).

Any such payments shall be made by wire transfer of immediately available funds to an account or accounts designated by the Buyer or the Sellers’ Representative, as the case may be, at least two (2) Business Days prior to the applicable payment date. Any amounts payable by Sellers under this Section 1.4(d) shall not be paid from the Escrow.

(e)       On the morning of the Closing Date and prior to the Company opening for business, the Company shall commence a complete physical identification of its inventory and count thereof as of the Closing. The Sellers’ Representative and the Buyer, and each of their respective representatives and accountants, shall be entitled (i) to have unrestricted access to observe, and make inquiries with regard to, the foregoing inventory count, and (ii) to test and sample such inventory during the course of such inventory count. Any disagreement between the Parties with respect to the inventory count, but not the value of such inventory, shall be resolved at the time of the inventory count, subject to the ability of Sellers to provide an inventory count listing as of the end of the inventory count procedures on that date. This inventory count will be utilized by the Parties in the determination of the Closing Net Assets. Buyers and Sellers agree to use their best efforts to adjust any inventory count that is, or appears to be, incorrect based on a review of the inventory compilation prepared by the Company utilizing the counts from the inventory count procedures. If Buyer, prior to final determination of the Closing Net Assets or Final Net Assets, determines that any inventory count appears incorrect or unreasonable, Buyer shall not be bound by the incorrect inventory count when determining the Closing Net Assets or Final Net Assets, as applicable, but shall instead use an adjusted inventory count and shall disclose to Sellers the methodology used by Buyer to determine the adjusted inventory count. Sellers shall have a

STOCK PURCHASE AGREEMENT 4

reasonable opportunity to make inquiries with regard to the adjusted inventory count and Buyer’s methodology.

Section 1.5 Escrow. Buyer shall deliver the Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Escrow Account”) established pursuant to the terms of an escrow agreement in the form attached hereto as Exhibit 1.5 (the “Escrow Agreement”) among Buyer, Sellers’ Representative, and the Escrow Agent. The Escrow Amount is to be held in an interest-bearing account pursuant to the Escrow Agreement and, together with all income earned thereon, will serve as security to satisfy claims for indemnity pursuant to Article 4 and any other obligations of Sellers allowable hereunder. On the six month anniversary of the Closing Date, an amount equal to twenty-five percent (25%) of the original amount less any withdraws and claims (even if not yet resolved) made from or against the account prior to the six month anniversary of the Closing Date shall be distributed to the Sellers. On the twelve month anniversary of the Closing Date, all funds contained in the escrow account in excess of the sum of fifty percent (50%) of the original amount plus any claims (even if not yet resolved) made from or against the account prior to the twelve month anniversary of the Closing Date shall be distributed to the Sellers. On the eighteen month anniversary of the Closing Date, all funds contained in the escrow account in excess of the sum of twenty-five percent (25%) of the original amount plus any claims (even if not yet resolved) made from or against the account prior to the eighteen month anniversary of the Closing Date shall be distributed to the Sellers. On the two year anniversary of the Closing Date, if Buyer has not asserted claims in excess of the amount then held in the Escrow Account against one or more of the Sellers’ Indemnified Parties, then Buyer shall instruct the Escrow Agent to release from the Escrow Account (and deliver to Seller) an amount equal to (i) the amount in the Escrow Account minus (ii) the sum of the then asserted (but not yet resolved) claims. For purposes of this Section 1.5, the term “claim” shall be defined as indicated in Exhibit 1.5 hereof and that value of any such “claim” shall be determined as provided in Exhibit 1.5.

Section 1.6 The Closing.

(a)       Time and Location. The closing of the purchase and sale of the Company Units and the consummation of the other transactions contemplated herein (the “Closing”) shall take place at Thor Industries, Inc., 601 East Beardsley, Elkhart, IN, at 7:00 a.m. (local time) on January 5, 2015, or at such other date as the Parties may mutually agree in writing (the “Closing Date”). The Closing shall be deemed effective as of January 1, 2015 12:01 a.m. For clarity purposes, Sellers shall maintain all insurance applicable to DRV and CRV through January 5, 2015.

(b)       Actions at the Closing.

At the Closing:

(i)       the Sellers shall deliver (or cause to be delivered) to the Buyer the various certificates, instruments, agreements, and documents required to be delivered pursuant to this Agreement;

(ii)       the Buyer shall deliver (or cause to be delivered) to the Sellers’ Representative the various certificates, instruments, agreements, and documents required to effectuate the transactions contemplated herein;

STOCK PURCHASE AGREEMENT 5

(iii)       the Sellers shall deliver to the Buyer certificates evidencing all of the Company Units, duly endorsed in blank or with stock powers duly executed by the Seller, free and clear of all Encumbrances (as hereinafter defined);

(iv)       the Sellers’ Representative shall deliver (or shall cause to be delivered) to the Buyer the minute books, stock books, ledgers and registers, corporate seals, and other similar corporate records of the Company;

(v)       Buyer shall receive deeds from DEEG Holdings, LLC and Howe Group, LLC for real estate at which the Company operates; and

(vi)       the Buyer shall deliver amounts as specified in Section 1.2 hererof.

Article 2.       REPRESENTATIONS AND WARRANTIES OF THE SELLERS

The Sellers, jointly and severally, represent and warrant to the Buyer as follows:

Section 2.1 Organization, Qualification, and Corporate Power.

(a)       DRV and CRV are entities duly organized, validly existing and in good standing under the laws of the State of Indiana, and they are duly qualified to conduct business in the jurisdictions set forth on Section 2.1(a) of the Disclosure Schedule. CRV has made a valid election effective July 12, 2004 to be treated as an S Corporation within the meaning of Section 1361 and 1362 of the code and on the date of election and at all times since the election been qualified to conduct business as a Subchapter S Corporation under applicable laws. DRV and CRV have all requisite corporate power and authority to carry on the business in which it is now engaged and to own and use the properties now owned and used by it.

(b)       The Sellers have made available to the Buyer correct and complete copies of the Organizational Documents of DRV and CRV (as amended to date) and have made available to the Buyer the minute books and stock records of DRV and CRV.

Section 2.2 Capitalization and Ownership.

(a)       The authorized membership units of CRV consists of 1,000 units of which 1,000 units are issued and outstanding to the Members as set forth on Section 2.2(a) of the Disclosure Schedule. The authorized membership units of DRV consists of 3,454.54 units of which 3,454.54 units are issued and outstanding to the Members as set forth on Section 2.2(a) of the Disclosure Schedule. The issued and outstanding units of CRV and DRV, collectively, constitute the Company Units.

(b)       All of the Company Units are duly authorized, validly issued, fully paid, and nonassessable. There are no outstanding or authorized securities convertible into, exchangeable for, or carrying the right to acquire equity securities of the Company or any subscriptions, warrants, options, rights (including preemptive rights), or other arrangements or commitments obligating the Company to issue or dispose of any of its securities or any ownership interest therein. The Sellers hold of record and own beneficially all of the Company Units, free and clear of any Taxes, liens, options, warrants, purchase rights, contracts, commitments, equities, charges, claims, pledges, voting trusts, voting agreements, proxies, security holder or similar agreements, encumbrances, or restrictions on transfer (other than applicable securities law

STOCK PURCHASE AGREEMENT 6

restrictions) (“Encumbrances”), other than those restrictions on transfers, if any, contained in the Company’s Organizational Documents and set forth on Section 2.2(b) of the Disclosure Schedule. The consummation of the transactions contemplated hereby will not cause any Encumbrance to be created or suffered upon the Company Units, other than Encumbrances created or suffered by the Buyer.

Section 2.3 Authority. The Sellers have all requisite power, authority, and legal capacity to execute and deliver this Agreement and to perform his, her, or its obligations hereunder. This Agreement and such other agreements and instruments contemplated hereby have been, or will be on the Closing Date, duly and validly executed and delivered by the Sellers and constitute (or will constitute on the Closing Date), assuming the due authorization, execution, and delivery by the other parties thereto, valid and binding obligations of the Sellers, enforceable against the Sellers in accordance with their respective terms, except that such enforcement may be subject to or limited by (a) the effect of applicable bankruptcy, insolvency, reorganization, moratorium ,and similar Legal Requirements related to or affecting the rights of creditors generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding of law or in equity).

Section 2.4 Noncontravention; Consents and Approvals.

(a)       Except as set forth in Section 2.4 of the Disclosure Schedule, neither the execution and delivery of this Agreement by the Sellers, nor the consummation by the Sellers of the transactions contemplated hereby, will (i) conflict with or violate any provision of the Organizational Documents of the Company, (ii) conflict with, result in a Breach of, constitute (with or without due notice or lapse of time) a default under, result in the loss of benefit under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice, consent, or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Encumbrance (as hereinafter defined), or other arrangement to which any of the Sellers or the Company is a party or by which the Sellers or the Company is bound or to which any of their respective assets is subject, (iii) result in the imposition of any Encumbrance upon the Company Units, (iv) result in the imposition of any Encumbrance upon any assets of the Company, or (v) assuming the filings, registrations, notifications, authorizations, consents, and approvals referred to in Section 2.4(b) hereof have been obtained or made, as the case may be, violate any Legal Requirement applicable to any of the Sellers or the Company.

(b)       No filing or registration with, notification to, or authorization, consent, or approval of any Governmental Authority is required in connection with the execution and delivery of this Agreement by Sellers or the performance by Sellers of his, her, or its obligations hereunder, except (i) compliance with any applicable filing requirements of the Hart-Scott-Rodino Antitrust Improvement Act (the “HSR Act”), (ii) those that become applicable as a result of matters specifically related to the Buyer or its Affiliates, or (iii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations, and filings, the failure of which to be obtained or made would not have a Material Adverse Effect.

STOCK PURCHASE AGREEMENT 7

Section 2.5 Equity Investments. Except as set forth on Section 2.5 of the Disclosure Schedule, the Company does not control, directly or indirectly, or have any direct or indirect equity ownership or participation in, any other Person.

Section 2.6 Financial Statements. Sellers have delivered to Buyer: (a) an internally-prepared balance sheet of the Companies as of December 31, 2013 (including the notes thereto, the “December 2013 Balance Sheet”), and the related statements of income and cash flow for the fiscal year then ended (“Annual Income Statement” and collectively, with the Balance Sheet all of which have been subjected to review procedures by the Company’s independent accounting firm, Porte & Brown (the “Annual Financial Statements”)), and (b) an internally prepared balance sheet of the Companies as of June 30, 2014 (the “Interim Balance Sheet”), and the related internally prepared statements of income as of June 30, 2014 (the “Interim Income Statement” and, collectively with the Interim Balance Sheet, the “Interim Financial Statements”). The Annual Financial Statements and Interim Financial Statements fairly present in all material respects the financial condition and the results of operations of the Companies as of the respective dates and for the respective periods referred to in such Annual Financial Statements or Interim Financial Statements, all in accordance with GAAP except as otherwise disclosed on Schedule 2.6 hereof.

Section 2.7 Tangible Property. The Company owns or leases all buildings, plants, structures, machines, equipment, and other tangible property reflected on the December 2013 Balance Sheet and the Interim Balance Sheet or otherwise used by the Company in the conduct of the Business as presently conducted (other than property sold, consumed, or otherwise disposed of in the Ordinary Course of Business since the date of the Interim Balance Sheet) (the “Tangible Property”), free and clear of all Encumbrances, except for Encumbrances listed on Section 2.7 of the Disclosure Schedule.

Section 2.8 Condition of Tangible Property. (a) The Tangible Property is in operating condition and repair, is free from material defects, and is adequate for the uses to which the Tangible Property is being used at Closing, ordinary wear and tear excepted, and (b) none of the Tangible Property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that would not result in a Material Adverse Effect. The Tangible Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted by the Company prior to the Closing.

Section 2.9 Absence of Material Adverse Changes, Etc. From the date of the Interim Balance Sheet until the date hereof, there has not been any events which have resulted in or could reasonably expected to result in a Material Adverse Effect.

Section 2.10 No Undisclosed Liabilities. Except as set forth in Section 2.10 of the Disclosure Schedule, the Company does not have any liability, whether known or unknown, contingent or otherwise, except for (a) liabilities shown on the Interim Balance Sheet, (b) liabilities of the type reflected on the Interim Balance Sheet which have arisen since the date of the Interim Balance Sheet in the Ordinary Course of Business, (c) contractual liabilities (other than liabilities arising as a result of a default thereunder) incurred in the Ordinary Course of Business, and (d) liabilities which are deemed immaterial. For purposes of this section “immaterial” shall mean any liability with a reasonably assessed value of less than Fifteen Thousand Dollars ($15,000.00)

STOCK PURCHASE AGREEMENT 8

Section 2.11 Tax Matters.

(a)        For purposes of this Agreement, “Taxes” (including with correlative meaning “Tax”) shall mean: (i) any and all taxes, and any and all other charges, fees, levies, duties, deficiencies, customs, or other similar assessments or liabilities in the nature of a tax, including without limitation any income, gross receipts, ad valorem, net worth, premium, value-added, alternative or add-on minimum, excise, severance, stamp, occupation, windfall profits, real property, personal property, assets, sales, use, capital stock, capital gains, documentary, recapture, transfer, transfer gains, estimated, withholding, employment, unemployment insurance, unemployment compensation, social security, business license, business organization, environmental, payroll, profits, license, lease, service, service use, gains, franchise, and other taxes imposed by any Governmental Authority; (ii) any interest, fines, penalties, assessments, or additions resulting from, attributable to, or incurred in connection with any items described in this paragraph or any contest or dispute thereof; and (iii) any items described in this Section 2.11(a) that are attributable to another Person but that the Company is liable to pay by Legal Requirement, by contract, or otherwise. For purposes of this Agreement, “Tax Returns” means all any and all reports, returns, declarations, statements, forms, or other information supplied to a Taxing Authority (as defined below). For purposes of this Agreement, “Taxing Authority” means any applicable Governmental Authority responsible for the imposition of Taxes.

(b)        For all open periods under the applicable statute of limitations, the Company has timely filed all Tax Returns of the type and in the jurisdictions identified in Schedule 2.11(b) of the Disclosure Schedule. All such Tax Returns were correct and complete in all material respects and were prepared in substantial compliance with all applicable Legal Requirements and all Taxes shown to be due and owing by the Company on any such Tax Return have been paid timely. There are no liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Company.

(c)        Except as disclosed on Section 2.11(c) of the Disclosure Schedule, no foreign, federal, state, or local tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to the Company. The Company has not received from any Taxing Authority (including in jurisdictions where the Company has not filed Tax Returns) any written (i) notice indicating an intent to open an audit or other review, (ii) request for information related to Tax matters, or (iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Taxing Authority against the Company. Section 2.11(c) of the Disclosure Schedule lists all federal, state, local, and foreign income and non income Tax Returns filed with respect to the Company for all open taxable periods and indicates those Tax Returns that have been audited and/or those Tax Returns that currently are the subject of audit. The Sellers have delivered to Buyer correct and complete copies of all federal, foreign and state income and non-income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by the Company filed or received for all open taxable periods.

STOCK PURCHASE AGREEMENT 9

(d)        The Company does not have Liability for the Taxes of any Person (other than the Company) under Treasury Regulation §1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise.

(e)        No claim has been made in writing or question or inquiry made by a taxing authority in a jurisdiction where the Company does not file Tax Returns to the effect that the Company is or may be subject to taxation by that jurisdiction.

(f)        The Company has not been a member of an affiliated, consolidated, combined, or unitary group for Tax purposes, or made any election or participated in any arrangement whereby any Tax liability or any Tax asset of the Company was determined or taken into account for Tax Purposes with reference to or in conjunction with any Tax liability or Tax asset of any other person.

(g)        The Company is not a party to any tax sharing agreement or to any other agreement or arrangement, as a result of which liability of the Company to any taxing authority is determined or taken into account with reference to the activities of any other person, and the Company is not currently under any obligation to pay any amounts as a result of having been a party to such an agreement or arrangement, regardless of whether such tax is imposed on the Company.

(h)        The Company is in compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under applicable Tax laws, and such records identify with specificity all accounts subject to backup withholding under Section 3406 of the Code.

(i)        The Company has disclosed on their federal income Tax Return all positions taken therein that could give rise to substantial understatement of federal income Tax within the meaning of Section 6662 of the Code.

(j)        The Company has not participated in any reportable transaction, as defined in Treasury Regulation Section 1.6011-4(b)(1), or a transaction substantially similar to a reportable transaction.

(k)        The Company has never had a permanent establishment in any country other than the United States, or has engaged in a trade or business in any country other than the United States that subjected it to Tax in such country.

(l)        All individuals working for the Companies have been properly classified as an employee or an independent contractor.

(m)        The Company maintains on file all Tax-free reseller exemption certificates for sales Tax purposes for those customers for which sales tax was not collected.

(n)        The Company is not a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (or any corresponding provision of state, local, or foreign Tax law). The Company has not been a United States real property holding corporation within the meaning of Code § 897(c)(2) during the

STOCK PURCHASE AGREEMENT 10

applicable period specified in Code § 897(c)(1)(A)(ii). The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:

(i)        change in method of accounting for a taxable period ending on or prior to the Closing Date;

(ii)        “closing agreement” as described in Code § 7121 (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing Date;

(iii)        intercompany transactions or any excess loss account described in Treasury Regulations under Code § 1502 (or any corresponding or similar provision of state, local or foreign income Tax law);

(iv)        installment sale or open transaction disposition made on or prior to the Closing Date;

(v)        prepaid amount received on or prior to the Closing Date; or

(vi)        discharge of indebtedness income pursuant to Code Section 108(i).

(o)        The Company has not distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code § 355 or Code § 361.

Section 2.12 Intellectual Property.

(a)Section 2.12(a) of the Disclosure Schedule contains a correct and complete list of all patent applications, registered marks, and registered copyrights that are owned (pursuant to license agreements or otherwise) by the Company.

(b)        Except as set forth in Section 2.12(b) of the Disclosure Schedule, the Company (i) owns and possesses all right, title, and interest, free and clear of all Encumbrances, to all patents, registered marks, and copyrights owned by it and set forth on Schedule 2.12(a) of the Disclosure Schedules, or (ii) has a valid and enforceable license to use all patents, registered marks, copyrights, and software used by it (the “Company Intellectual Property”).

(c)To the knowledge of Sellers, the operation of the Business as currently conducted does not infringe, misappropriate, or otherwise conflict with any intellectual property rights of any third party. No third party has infringed, misappropriated, or otherwise conflicted with any of the Company Intellectual Property, except as set forth in Schedule 2.14. Notwithstanding the generality of any other representations or warranty in this Agreement, the representations and warranties contained in this Section 2.12 shall be deemed to contain the only representations and warranties in this Agreement with respect to Company Intellectual Property.

Section 2.13 Contracts; No Defaults.

(a)        Schedule 2.13(a) of the Disclosure Schedules identifies each of the following Contracts to which the Company is a party: (i) the performance of services or

STOCK PURCHASE AGREEMENT 11

delivery of goods or materials by Company, the performance of which involves consideration in excess of $25,000, other than purchase orders received in the Ordinary Course of Business; (ii) the performance of services or delivery of goods or materials to Company, the performance of which involves consideration in excess of $25,000, other than purchase orders issued in the Ordinary Course of Business; (iii) for borrowed money, other than trade debt incurred by Company in the Ordinary Course of Business; (iv) the lease, license, installment, and conditional sales affecting the ownership of, leasing of, title to, or use of any personal property with annual payments in excess of $25,000; (v) licensing with respect to Company Intellectual Property Assets to which Company is a party other than commercially available software; (vi) joint venture or partnership or other similar arrangement involving a sharing of profits, losses, costs, or liabilities by Company with any other Person; (vii) capital expenditures in excess of $50,000; (viii) guaranty with respect to performance of any other Person by Company; (ix) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of the current or former directors, officers, and employees of a Sellers; (x) collective bargaining agreement; (xi) for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $75,000 or providing severance benefits; (xii) under which Company has advanced or loaned any amount to its directors, officers, and employees; (xiii) the subject matter of which is confidentiality or non-competition except that which may be implied by law; (xiv) any other agreement to which one of the Companies is a party that involves any transaction greater than $15,000 in value; and (xv) each amendment in respect of any of the foregoing.

(b)        Except as set forth in Schedule 2.13(b) of the Disclosure Schedules, each Contract identified or required to be identified in Section 2.13(a) of the Disclosure Schedule (i) is legal, valid, binding, in full force and effect and valid and enforceable against Company as a party thereto and, to Sellers’ Knowledge, the other parties thereto, in accordance with its terms, except to the extent that the lack of validity or enforceability would not result in a Material Adverse Change, and (ii) the consummation of the transactions contemplated in this Agreement will not cause the failure of such Contract to be legal, valid, binding, in full force and effect and enforceable on identical terms following the consummation of the transactions. Seller has made available to Buyer a correct and complete copy of each written Contract identified in Section 2.13(a) of the Disclosure Schedule.

(c)        Except as set forth in Section 2.13(c) of the Disclosure Schedule (i) Seller is in compliance in all material respects with each Contract identified in Section 2.13(a) of the Disclosure Schedule under which Company has or had any obligation or liability or by which Company is bound and (ii) each other Person that has any obligation or liability under any Contract identified in Section 2.13(a) of the Disclosure Schedule under which Company has any rights is in compliance in all material respects with such Contract.

Section 2.14 Proceedings. Except as set forth on Section 2.14 of the Disclosure Schedule, there is no (a) unsatisfied or unpaid judgment, order, or decree applicable to the Company, (b) outstanding injunction or stipulation applicable to the Company, or (c) action, suit,

STOCK PURCHASE AGREEMENT 12

proceeding claim, demand, hearing, indictment, or investigation (each, a “Proceeding”) in which the Company is a party or has been threatened, by, against, or involving the Company or any of the assets owned or used by the Company.

Section 2.15 Labor and Employment Matters.

(a)        The Company is not a party to or bound by any collective bargaining agreement or other labor contract. At no time during the last five (5) years preceding the Closing Date has the Company experienced any strikes, picketing, work stoppage, concerted refusal to work overtime, or other similar labor activity. At no time during the five (5) years preceding the Closing Date has the Company experienced any claims of unfair labor practices or other collective bargaining disputes. The Sellers have no Knowledge of any organizational effort being made or threatened at any time during the five (5) years preceding the Closing Date by or on behalf of any labor union with respect to employees of the Company. The Company has complied with all provisions of applicable Legal Requirements pertaining to the employment of employees, including without limitation, all laws relating to labor relations, equal employment, fair employment practices, entitlements, prohibited discrimination, and the Worker Adjustment and Retraining Notification Act, 29 U.S.C. Section 2101 et seq. (“WARN”) and comparable state and local laws or regulations relating to or arising out of the layoff or termination of employment by the Company, except for the failure to so comply that would not have a Material Adverse Effect.

(b)        Section 2.15(b) of the Disclosure Schedule sets forth a true and complete list of the employees of the Company (identified by number only), along with the position and annual base compensation of each such employee, and any applicable incentive or bonus program applicable to such employee.

Section 2.16 Employee Benefits.

(a)        Section 2.16(a) of the Disclosure Schedule contains a complete and accurate list of all Employee Benefit Plans (as defined below) maintained, or contributed to, by the Company or any ERISA Affiliate for the benefit of employees of the Company (and their beneficiaries) (the “Company Plans”). For purposes of this Agreement, “Employee Benefit Plan” means any “employee pension benefit plan” (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), any “employee welfare benefit plan” (as defined in Section 3(1) of ERISA), and any other employee benefit, program, or plan, (other than statutory or Tax-based programs such as workers’ compensation or social security) including disability benefits, deferred compensation, stock options, stock purchase, phantom stock, stock appreciation, or post-retirement compensation. For purposes of this Agreement, “ERISA Affiliate” means any entity which is a member of (i) a controlled group of corporations (as defined in Section 414(b) of the Code), (ii) a group of trades or businesses under common control (as defined in Section 414(c) of the Code), or (iii) an affiliated service group (as defined in Section 414(m) of the Code or the regulations under Section 414(o) of the Code), any of which includes the Company. Complete and accurate copies of all Company Plans, the most recent determination letters received from the Internal Revenue Service (if any), the last two (2) filed Forms 5500 Annual Report and all schedules thereto, all related trust agreements, insurance contracts and

STOCK PURCHASE AGREEMENT 13

summary plan descriptions, and written summaries of all unwritten Company Plans have been made available to the Buyer. Each Company Plan is and has been administered, in all material respects, in substantial compliance with its terms and the Company has met its obligations with respect to such Company Plan.

(b)        There are no pending or threatened audits or investigations by any Governmental Authority involving any Company Plan, and no pending or threatened termination proceedings or other claims (except claims for benefits payable in the Ordinary Course of Business and Proceedings with respect to qualified domestic relations orders), or other Proceedings against or involving any Company Plan, any fiduciary thereof or service provider thereto, or asserting any rights or claims to benefits under any Company Plan.

(c)        The Company Plans that are required to be qualified under Section 401(a) of the Code have received favorable determination letters from the Internal Revenue Service to the effect that such Company Plans are qualified and the plans and the trusts related thereto are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code.

(d)        No “accumulated funding deficiency” (as defined in Section 412 of the Code) has occurred with respect to any Employee Benefit Plan contributed to, or maintained by, the Company or any ERISA Affiliate which is subject to Section 412 of the Code or Title IV of ERISA.

(e)        Section 2.16(e) of the Disclosure Schedule lists each “multi-employer plan” (as defined in Section 4001(x)(3) of ERISA) to which the Company contributes or is obligated to contribute (the “Multiemployer Plans”). Neither the Company nor any ERISA Affiliate has withdrawn from any Multiemployer Plan in a complete or partial withdrawal so as to cause any liability to the Company.

Section 2.17 Environmental Matters.

(a)       For purposes of this Agreement, the following terms have the meanings provided below:

(i)        “CERCLA” means the federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

(ii)        “Environment” means soil, land surface or subsurface strata, surface waters (including navigable waters, ocean waters, streams, ponds, drainage basins, and wetlands), groundwaters, drinking water supply, stream sediments, ambient air (including indoor air), plant and animal life, and any other environmental medium or natural resource.

(iii)        “Environmental Law” means any and all Legal Requirements of any Governmental Authority regulating or imposing standards of liability or standards of conduct concerning air, water, solid waste, hazardous waste, Materials of Environmental Concern, worker and community right-to-know, hazard communication, noise, radioactive material, resource protection, health protection, and similar environmental health and safety concerns (including, without limitation, the Clean Water Act, the Toxic Substances Control Act, the Clean Air Act, CERCLA, the Resource Conservation and Recovery Act, the Solid

STOCK PURCHASE AGREEMENT 14

Waste Disposal Act, the Occupational Safety and Health Act, and any and all rules, regulations, common law, orders, or directives pertaining to (A) treatment, storage, disposal, or generation of Materials of Environmental Concern (as defined below); (B) air, water, and noise pollution; (C) groundwater and soil contamination; (D) the Release (as defined below) or threatened Release into the Environment of Materials of Environmental Concern, including without limitation emissions, discharges, injections, spills, escapes, or dumping of Materials of Environmental Concern; and (E) underground and other storage tanks or vessels.

(iv)        “Environmental Matters” means any legal obligation or liability arising under Environmental Law or common law with respect to the Environment or Materials of Environmental Concern.

(v)        “Materials of Environmental Concern” means any hazardous substance, pollutant or contaminant (including any admixture or solution thereof), oil, petroleum, and petroleum products.

(vi)        “Release” means any spilling, leaking, emitting, discharging, depositing, escaping, leaching, dumping, or other releasing into the Environment, whether intentional or unintentional.

(b)        Except as described or identified in Section 2.17(b) of the Disclosure Schedule or the Environmental Assessments and for exceptions which would not have a Material Adverse Effect:

(i)        the operations of the Company are in compliance with applicable Environmental Laws;

(ii)        there is no pending or threatened, civil or criminal litigation, written notice of violation, currently effective order, formal administrative proceeding, investigation, or information request relating to any Environmental Matters involving the Company, or any property used for their operations, including the Leased Real Property;

(iii)        the Company has obtained, and is in compliance with, those Permits, licenses, and approvals required under applicable Environmental Law to operate the Business as currently operated by the Company;

(iv)        except those Materials of Environmental Concern that are used by the Company to operate the Business in the Ordinary Course of Business, the Company has not caused Materials of Environmental Concern to be present on or in the Environment at the Leased Real Property;

(v)        there has been no Release of any Materials of Environmental Concern at or from the Leased Real Property while the Company has owned or occupied the Leased Real Property that under Environmental Law (A) could reasonably be expected to impose a liability for removal, remediation, or other clean-up or (B) could be reasonably be expected to result in the imposition of a lien on the Leased Real Property or assets of the Company; and

STOCK PURCHASE AGREEMENT 15

(vi)        there are no underground storage tanks located on, nor have any underground storage tanks been removed by the Company from, the Leased Real Property.

(c)        Notwithstanding any other provisions of this Agreement to the contrary, the representations and warranties made in this Section 2.17 are the sole and exclusive representations made in this Agreement by the Sellers with respect to Environmental Laws, Environmental Matters, and Materials of Environmental Concern.

Section 2.18 Legal Compliance. Except as set forth in Section 2.18 of the Disclosure Schedule, the Company is, and at all times during the five (5) years preceding the Closing Date has been, in compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of its business or the ownership or use of any of its assets except for failure to so comply which would not have a Material Adverse Effect.

Section 2.19 Permits. Each permit, license, franchise, or authorization from any Governmental Authority that is used by the Company in the conduct of its business or operations as presently conducted (collectively, the “Permits”) is listed in Section 2.19 of the Disclosure Schedule, except for those Permits for which the failure to have would not have a Material Adverse Effect. To the Sellers’ Knowledge, no Permit will be revoked, terminated prior to its normal expiration date, or not renewed solely as a result of the consummation of the transactions contemplated by this Agreement.

Section 2.20 Insurance. Section 2.20 of the Disclosure Schedule lists material policies of insurance maintained by or for the benefit of the Company. Sellers represent that all such policies shall remain in full force and effect through January 5, 2015.

Section 2.21 Customers and Suppliers.

(a)        Section 2.21(a) of the Disclosure Schedule identifies the twenty (20) largest customers of the Business, based on revenue for the year ended December 31, 2013 and the twenty (20) largest customers for the 9 months ended September 30, 2014.

(b)        Section 2.21(b) of the Disclosure Schedule identifies the twenty (20) largest suppliers of the Business, based on expenses for the year ended December 31, 2013 and the twenty (20) largest suppliers for the 9 months ended September 30, 2014.

(c)        No customer identified in Section 2.21(a) of the Disclosure Schedule and no supplier identified in Section 2.21(b) of the Disclosure Schedule has provided written notice to the Company of such customer’s or supplier’s intent to terminate its relationship with the Company.

Section 2.22 Brokers’ Fees. Except as set forth on Section 2.22 of the Disclosure Schedule, none of the Sellers, the Company, nor any of their respective Affiliates has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement.

Section 2.23 Book and Records; Bank Accounts. The books of account and other financial records of the Company, all of which have been made available to the Buyer, are complete and correct in all material respects and represent actual, bona fide transactions. The corporate minute book of the Company, which has been made available to the Buyer, contains the current Organizational Documents and accurate and substantially complete records of all

STOCK PURCHASE AGREEMENT 16

meetings held of, and corporate action taken by, any shareholder, the board of directors, and committees of the board of directors of the Company. At the Closing, all of those books and records will be in the possession of the Company. Section 2.23 of the Disclosure Schedule lists the names, account numbers, and locations of all banks and other financial institutions of which the Company has any accounts or safe deposit boxes, and the names of all Persons authorized to draft or have access to any such accounts.

Section 2.24 Certain Business Relationships with the Company. Except as set forth on Section 2.24 of the Disclosure Schedule, none of the Sellers nor any of their Affiliates, has been involved in any business arrangement or relationship with the Company within the past 24 months, and none of the Seller or any of its Affiliates owns any asset, tangible or intangible, that is used in the business of the Company.

Section 2.25 Recalls and Defects. Except for ordinary course warranty claims (for which a reserve is established), there are no defects that would, in the aggregate, have a Material Adverse Effect, whether known or unknown, existing in any units manufactured by the Sellers and/or the Companies or any predecessor entity for which the Sellers and/or the Companies have liability upon which any valid legal claim may be made against the Buyer and/or the Companies after Closing.

Section 2.26 No Operations from January 1 to the Closing Date. Buyer did not conduct operations or make any sales or accept any inventory-related deliveries from January 1, 2015 to the Closing Date.

Section 2.27 American RV Exports, LLC. Prior to the Closing Date, the Sellers will dissolve the wholly owned subsidiary, American RV Exports, LLC. Any proceeds realized through such dissolution and liquidation shall be the property of the Sellers to distribute in accordance with the Operating Agreement of American RV Exports, LLC.

Section 2.28 Legal Employees. All employees are legally employed by the Companies, and there are no violations of any applicable immigration laws.

Section 2.29 Retirement of Certain Payables and Receivables. Sellers represent that all Dividends Payable, Notes Payable and Notes Receivable owed to and by Sellers, and/or to past or present directors, and executive officers shall be fully retired and paid off prior to or at Closing. Further, Sellers represent that all debt owed to financial institutions on which the Companies or Sellers are the primary obligor shall be fully paid prior to Closing.

Article 3.    REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer represents and warrants to the Sellers as follows:

Section 3.1 Organization. The Buyer is a corporation duly organized, validly existing and in good standing under the laws of Delaware.

Section 3.2 Authorization of Transaction. The Buyer has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement and the other agreements and instruments to be executed by the Buyer in connection herewith, and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of the Buyer. This Agreement and such other agreements and instruments contemplated hereby have been, or will be on the Closing Date, duly

STOCK PURCHASE AGREEMENT 17

and validly executed and delivered by the Buyer and constitute (or will constitute on the Closing Date), assuming the due authorization, execution, and delivery by the other parties thereto, valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms, except that such enforcement may be subject to or limited by (a) the effect of the applicable bankruptcy, reorganization, moratorium, and similar Legal Requirements related to or affecting the rights of creditors generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding of law or in equity).

Section 3.3 Noncontravention.

(a)       Neither the execution and delivery of this Agreement by the Buyer, nor the consummation by the Buyer of the transactions contemplated hereby, will (i) conflict with or violate any provision of the Organizational Documents of the Buyer, (ii) conflict with, result in Breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice, consent, or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Encumbrance, or other arrangement to which the Buyer is a party or by which the Buyer is bound or to which any of its assets are subject, or (iii) assuming that the filings, registrations, notifications, authorizations, consents, and approvals referred to in Section 2.4(b) hereof have been obtained or made, as the case may be, violate any Legal Requirement applicable to the Buyer or any of its properties or assets, except in the case of clause (ii), any conflict, Breach, default, right, requirement, or violation which would not reasonably be expected to have a material adverse effect on the financial condition or results of operations of the Buyer or on the ability of the Buyer to consummate the transactions contemplated by this Agreement (a “Buyer Material Adverse Effect”).

(b)       No filing or registration with, notification to, or authorization, consent, or approval of, any Governmental Authority is required in connection with the execution and delivery of this Agreement or the performance by the Buyer of its obligations hereunder, except (i) compliance with any applicable filing requirements of the HSR Act, or (ii) such other consents, approvals, orders, authorizations, notifications, registrations, declarations, and filings, the failure of which to be obtained or made would not have a Buyer Material Adverse Effect.

Section 3.4 Broker’s Fees. Neither the Buyer nor any of its Affiliates has any liability or obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement

Section 3.5 Litigation. There are no Proceedings pending against, or, to the Buyer’s Knowledge, threatened against, the Buyer which would reasonably be expected to have a Buyer Material Adverse Effect.

Section 3.6 Investment Intent. The Buyer is acquiring the Company Units for investment for its own account and not with a view to the distribution of any part thereof. The Buyer acknowledges that the Company Units have not been registered under the Legal Requirements of any jurisdiction.

STOCK PURCHASE AGREEMENT 18

Section 3.7 Solvency. On the Closing Date, the Buyer will have the financial resources to pay the Closing Purchase Price on the terms contained in this Agreement. Following the Closing, the assets of the Buyer will exceed the total amount of its liabilities, the Buyer will be able to pay its debts in the ordinary course of business as they mature, and the Buyer will have sufficient capital resources to carry on its business and the business of the Company and to fulfill all of its obligations hereunder.

Article 4.     INDEMNIFICATION

Section 4.1 Indemnification by the Sellers. Subject to the terms and conditions of this Article 4, from and after the Closing Date, the Sellers shall jointly and severally indemnify the Buyer, the Company, and their Affiliates (the “Buyer Indemnified Persons”) in respect of, and hold the Buyer Indemnified Persons harmless against, any and all liabilities, monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses, costs, and expenses (including without limitation reasonable attorneys’ fees and expenses) (collectively, “Damages”) incurred or suffered by a Buyer Indemnified Person related to, resulting from, or attributable to: (a) any (i) Breach of any representation or warranty of the Sellers contained in this Agreement or (ii) Breach of any covenant or agreement of the Sellers contained in this Agreement, including, but not limited to, Seller’s failure to properly account for any accruals or liabilities in accordance with GAAP; (b) any failure of any of the Sellers to have good title to the issued and outstanding Company Units free and clear of any Encumbrance; (c) any and all known claims for which an adequate reserve (as determined by Exhibit 1.3 and, if not covered by Exhibit 1.3, then by GAAP) does not exist; (d) any and all known or unknown claims that are, in whole or in part, attributable or allegedly attributable to actions or inactions of the Company and/or its agents prior to Closing (for purposes of clarity, this provision shall refer to all forms of legal claims and, as it relates to units manufactured, shall include any claims associated with any unit that is fully manufactured prior to Closing); provided, however, that those claims for which an adequate reserve (as determined by Exhibit 1.3 and, if not covered by Exhibit 1.3, then by GAAP) exists in the Company’s financial records at the time of Closing shall be excluded from indemnification; or (e) resulting from any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made or alleged to have been made with any of the Sellers or the Company (or any person or entity acting on their behalf) in connection with any of the transactions contemplated hereby.

Section 4.2 Indemnification by the Buyer. Subject to the terms and conditions of this Article 4, from and after the Closing, the Buyer shall indemnify the Sellers and each of them in respect of, and hold the Sellers and each of them harmless against, any and all Damages incurred or suffered by any of the Sellers or any Affiliate thereof related to, resulting from, or attributable to: (a) any (i) Breach of any representation or warranty of the Buyer contained in this Agreement or (ii) Breach of any covenant or agreement of the Buyer contained in this Agreement; (b) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made or alleged to have been made with the Buyer in connection with any of the transactions contemplated hereby; or (c) the operation of the Business or assets of the Company from and after the Closing Date excluding any such operation of the Business or assets of the Company that occurred, in whole or in part, prior to the Closing Date.

STOCK PURCHASE AGREEMENT 19

Section 4.3 Claims for Indemnification.

(a)       Third-Party Claims. All claims for indemnification made under this Article 4 resulting from a third-party claim against an Indemnified Party (as defined below) shall be made in accordance with the following procedures. A Person entitled to indemnification under this Article 4 (an “Indemnified Party”) shall give prompt written notification to the Person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit, or proceeding relating to a third-party claim for which indemnification may be sought or, if earlier, upon the potential assertion of any such claim by a third party (collectively, an “Action”). Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the Action with counsel selected by the Indemnifying Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense may participate therein at its own expense. The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding, or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. The Indemnified Party shall not agree to any settlement of such action, suit, proceeding, or claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.

(b)       Procedure for Other Claims. An Indemnified Party wishing to assert a claim for indemnification under this Article 4 that is not subject to Section 4.3(a) shall deliver to the Indemnifying Party or in the case of the Sellers, to the Sellers’ Representative, a prompt written notice (a “Claim Notice”) which contains (i) a description and the amount (the “Claimed Amount”) of any Damages incurred by the Indemnified Party, (ii) a statement that the Indemnified Party is entitled to indemnification under this Article 4 and a reasonable explanation of the basis therefor, and (iii) a demand for payment in the amount of such Damages. Within sixty (60) days after delivery of a Claim Notice, the Indemnifying Party shall deliver to the Indemnified Party a written response in which the Indemnifying Party shall either: (i) agree that the Indemnified Party is entitled to receive all of the Claimed Amount (in which case such response shall be accompanied by a payment by the Indemnifying Party to the Indemnified Party of the Claimed Amount, by check or by wire transfer), or (ii) contest that the Indemnified Party is entitled to receive the Claimed Amount in whole or in part. If the Indemnifying Party in such response contests the payment of all or part of the Claimed Amount, the Indemnifying Party and the Indemnified Party shall use good faith efforts to resolve such dispute. If such dispute is not resolved within sixty (60) days following the delivery by the Indemnifying Party of such response, then either Party may file a claim subject to the terms and provisions of this Agreement. As a condition to any payment by the Indemnifying Party, the Indemnified Party shall assign to the Indemnifying Party all of its rights with respect to the subject matter of the claim or otherwise make arrangements reasonably satisfactory to the Indemnifying Party to provide that the Indemnifying Party is subrogated to such rights.

STOCK PURCHASE AGREEMENT 20

Section 4.4 Survival.

(a)       Except as expressly set forth in this Agreement, the representations and warranties of the Sellers and the Buyer set forth in this Agreement, the Sellers’ Certificate, and the Buyer’s Certificate, and the right to make a claim hereunder with respect to a Breach thereof, shall survive the Closing and the consummation of the transactions contemplated hereby and shall remain in full force and effect until the expiration of all statute of limitations for any claim subject to a claim of indemnity hereunder at which time they shall expire. Any valid claim for a Breach of a representation or warranty pursuant to Section 4.1(a)(i) or Section 4.2(a)(i) that is properly asserted in writing pursuant to Section 4.3 prior to the expiration as provided in Section 4.4(a) of the representation or warranty that is the basis for such claim shall survive until such claim is finally resolved and satisfied.

Section 4.5 Limitations.

(a)       Notwithstanding anything to the contrary contained in this Agreement, each of the following limitations shall apply to any claim for indemnification under this Section 4:

(i)       the Sellers shall have no liability to the Buyer Indemnified Persons pursuant to this Article 4 (other than in respect of any breaches of representations contained in Sections 2.1, 2.2, 2.3, and 2.4 of this Agreement) until the aggregate amount of all alleged Damages resulting therefrom exceed an amount equal to one percent (1%) of the Purchase Price (the “Basket”), and then indemnity shall attach to the first dollar of the indemnified claim(s); and

(ii)       the overall aggregate liability of the Sellers to the Buyer Indemnified Persons pursuant to this Article 4 (other than in respect of breaches of representations contained in Sections 2.1, 2.2, 2.3 and 2.4 of this Agreement) shall not exceed an amount equal to fifteen percent (15%) of the Purchase Price.

(b)       Notwithstanding anything to the contrary in this Agreement, the Buyer shall not be entitled to make any claim for indemnification with respect to any matter to the extent the Base Purchase Price has been adjusted to reflect such matter pursuant to Section 1.4 hereof, and the amount of any Damages for which indemnification is provided under this Article 4 shall be calculated net of any accruals, reserves, or provisions reflected in the Final Net Assets that is applicable to the matter for which the accrual, reserve, or provision was created.

Section 4.6 Manner of Payment. Any indemnification payments pursuant to this Article 4 shall be effected by wire transfer of immediately available funds to an account designated in writing by the Indemnified Person, or for payments made pursuant to Section 4.2, by the Sellers’ Representative, within ten (10) Business Days after the final determination thereof. All amounts to be paid by the Sellers under this Article 4 shall first be paid from the Escrow.

Article 5.       TAX MATTERS

The following provisions shall govern the allocation of responsibility as between the Buyer and the Sellers for certain Tax matters following the Closing Date.

STOCK PURCHASE AGREEMENT 21

Section 5.1 Tax Indemnification. The Sellers shall indemnify the Company and the Buyer indefinitely and hold them harmless from and against (a) all Taxes (or the non-payment thereof) of the Company for all taxable periods ending on or before the Closing Date and the portion thereof through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), (b) any and all Taxes of any member of an affiliated, consolidated, combined, or unitary group of which the Company (or any predecessor of any of the foregoing) is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation § 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, (c) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract, or pursuant to any Legal Requirement which Taxes relate to an event or transaction occurring before the Closing, (d) any future tax exposures related to the invalidation of the Subchapter S status of Cruiser RV and any of the Sellers for all pre-acquisition periods, and (e) any tax deductions taken related to tax step up from the Section 338(h)(10) election as referenced in Section 5.7. The indemnity provided in this Section 5.1 is not subject to the limitations contained in Article 4 hereof.

Section 5.2 Straddle Period. In the case of any taxable period that includes (but does not end on) the Closing Date (a “Straddle Period”), the amount of any Taxes for the Pre-Closing Tax Period shall be determined based on an interim closing of the books as of the close of business on the Closing Date.

Section 5.3 Responsibility for Filing Tax Returns. The Seller shall prepare or cause to be prepared and cause to be timely filed all Tax Returns for the Company that are filed after the Closing Date that pertain to periods prior to the Closing Date. Upon completion of such Tax Returns for the Company that pertain to periods prior to the Closing Date, Sellers shall pay to Buyers (through the use of Escrow funds established hereunder, if available), any Tax payments due on such returns. Buyer shall then remit or cause to be remitted all Taxes in respect of such Tax Returns payable after the Closing Date. The Sellers shall permit the Buyer to review and comment on each such Tax Returns described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Buyer’s Representative. In the event of a dispute between the Parties with respect to any item on any such Tax Return filed by the Seller pursuant to this Section 5.3, the Parties shall act in good faith to resolve any such dispute prior to the date on which such Tax Return is required to be filed. The Buyer agrees to file all permitted extensions of time to file such Tax Return as shall be reasonably required to allow any such dispute to be resolved. If the Parties hereto cannot resolve any disputed item, the item or items in question shall be resolved in a manner similar to that set forth in Section 1.4(b) and Section 1.4(c) hereof.

Section 5.4 Refunds and Tax Benefits. Any Tax refunds that are received by the Buyer or the Company, and any amounts credited against Tax to which the Buyer or the Company become entitled, that relate to Tax periods or portions thereof ending on or before the Closing Date shall be for the account of the Sellers. The Buyer shall promptly notify the Sellers’ Representative in writing of any Tax refund(s) received by or payable to the Company after the Closing that relate to Tax periods or portions thereof ending on or before the Closing Date. The Buyer shall pay over to the Sellers any such refund or the amount of any such credit within fifteen (15) days after receipt or entitlement thereto. The Buyer shall cooperate, and cause the Company to cooperate, in obtaining any refund that the Sellers reasonably believe should be available, including without limitation, through filing appropriate forms with the applicable

STOCK PURCHASE AGREEMENT 22

Taxing Authorities. Any costs incurred in the pursuit of such returns for the benefit of the Sellers shall be the responsibility of the Sellers.

Section 5.5       Cooperation on Tax Matters; Tax Audits.

(a)       The Buyer and the Sellers shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns pursuant to this Article 5 and any Tax Audit or other Proceeding with respect to Taxes. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such audit or other Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Parties agree (i) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by the Buyer or the Sellers, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority (any such agreements are listed in Schedule 5.5(a) hereof), and (ii) to give the other Party reasonable written notice prior to transferring, destroying, or discarding any such books and records and, if the other Party so requests, the Buyer or the Sellers, as the case may be, shall allow the other Party to take possession of such books and records.

(b)       The Sellers shall have the sole right to represent the Company’s interests in any audit or examination (“Tax Audit”) or Proceeding by any Taxing Authority with respect to Tax periods or portions thereof ending on or before the Closing Date and to employ counsel of its choice at its expense. In the case of a Straddle Period, the Sellers shall be entitled to participate at its expense in any Tax Audit or Proceeding relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end on or before the Closing Date and, with the written consent of the Buyer (which shall not be reasonably withheld), at the Sellers’ sole expense, may assume the control of such entire Tax Audit or Proceeding. Neither Buyer or Sellers or any of their respective affiliates may settle or otherwise dispose of any Tax Audit or Proceeding for which the other party may have a liability under this Agreement or retroactive or prospective tax consequence, or which may result in an increase in either’s liability under this Agreement, without the prior written consent of the affected party or affiliate, which consent shall not be unreasonably withheld but which may be conditioned on indemnifying the affected party or affiliate with respect to such liability.

(c)       The Buyer and the Sellers further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Authority or any other Person as may be necessary to mitigate, reduce, or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby).

(d)       The Buyer and the Sellers further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code § 6043, or Code § 6043A, or Treasury Regulations promulgated thereunder.

(e)       Neither the Buyer (or its Affiliates) nor the Sellers (or their Affiliates) shall (or shall cause or permit the Company to) amend, refile, or otherwise modify any

STOCK PURCHASE AGREEMENT 23

Tax Return relating in whole or in part to the Company with respect to Tax periods or portions thereof ending on or before the Closing Date (or with respect to any Straddle Period) without the prior written consent of the other party’s representative, which consent may be withheld in the sole discretion of the representative.

Section 5.6 Certain Taxes and Fees. All excise, sales, use, transfer, stamp, documentary, filing, recordation, and other similar taxes, together with any interest, additions, or penalties with respect thereto and any interest in respect of such additions or penalties (the “Transfer Taxes”), resulting from the transfer of the Company Units pursuant to this Agreement shall be borne by the Sellers. Notwithstanding anything contained in this Article 5 to the contrary, any Tax Returns that must be filed in connection with Transfer Taxes shall be prepared and timely filed by the Party bearing such Transfer Taxes as provided herein.

Section 5.7 Taxes and Section 338(h)(10) Election. Buyer and Sellers agree that under applicable federal tax laws and, to the extent permitted under applicable federal and state tax laws, the purchase and sale of the Units of CRV shall, for purposes of all income and similar Taxes, be treated as a sale by Company of its assets and properties. In pursuance thereof, Buyer and Sellers shall jointly make the election provided in Section 338(h)(10) of the Code and applicable Treasury Regulations and, to the extent permitted under applicable state tax laws, shall also make or be deemed to make such election or any similar election under and for purposes of state income and similar Taxes (the “Election”). Buyer shall prepare, and Buyer and Sellers shall execute and file Internal Revenue Service Form 8023 and all accompanying schedules and all other forms, elections, and statements required by any Taxing Authority relating to any Taxes to which Buyer, Company, or Sellers may be subject that is necessary or appropriate to effectuate, evidence, and confirm the Election. Buyer, Sellers, and Company shall file all federal income Tax Returns, and where applicable, state income and similar Tax Returns, in a manner consistent with the foregoing. Within 60 days after the finalization of the Closing Date Balance Sheet, Buyer shall deliver to Sellers a proposed Form 8883, based on the valuation of the assets prepared by Stout Risius Ross (“SRR”) and in accordance with Treas. Reg. Section 1.338-4 and using the methodology on Exhibit 5.7. Sellers shall be deemed to have accepted the valuation and the allocation unless they deliver a written notice to Buyer within 10 days of receipt of the proposed Form 8883, setting forth the items of disagreement. If Sellers have delivered a timely notice of disagreement, Sellers and Buyer shall negotiate in good faith to resolve the items of disagreement. If they have not been resolved within 10 days of Buyer’s receipt of the notice of disagreement, the item of disagreement shall be submitted to McGladery LLP for resolution (including, if needed, a appraisal of the assets). Buyer shall pay for the valuation. If there is an objection by the Sellers, and a appraisal is undertaken, the parties shall equally pay for the appraisal.

Section 5.8 Partial Contribution toward Tax Gross-Up Amount. In addition to the payment of the purchase price contemplated in Article 1 hereof, Buyer shall pay up to a maximum amount of One Hundred Thousand Dollars to Sellers or Fifty percent of the tax gross-up amount resulting form the Section 338(h)(10) election, whichever amount is less. This amount shall be paid by Buyer within ten (10) business days of receipt of a completed calculation revealing the tax gross-up amount.

STOCK PURCHASE AGREEMENT 24

Article 6.       FURTHER AGREEMENTS

Section 6.1 Access to Information; Record Retention; Cooperation.

(a)       Access to Information. Following the Closing, each Party shall afford to the other Party and to the other Party’s Affiliates, authorized accountants, counsel, and other designated representatives reasonable access (including using reasonable efforts to give access to third parties possessing information and providing reasonable access to its own employees who are in possession of relevant information) and duplicating rights during normal business hours to all non-privileged records, books, contracts, instruments, documents, correspondence, computer data, and other data and information (collectively, “Information”) within the possession or control of such Party or its Affiliates, relating to the Company or its business or operations prior to the Closing, insofar as such access is reasonably required by the other Party. Information may be requested under this Section 6.1(a) for, without limitation, any financial reporting and accounting matters, preparing or verifying financial statements, preparing and filing of any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities law or exchange filings, prosecuting, defending, or settling any litigation, Environmental Matter, or insurance claim, performing this Agreement and the transactions contemplated hereby, and all other proper business purposes.

(b)       Access to Personnel. Following the Closing, each Party shall use commercially reasonable efforts to make available to the other Party, upon written request, such Party’s and its Affiliates’ officers, directors, employees, and agents to the extent that such persons may reasonably be required in connection with any legal, administrative, or other proceedings in which the requesting Party may from time to time be involved relating to the Company or its businesses or operations prior to the Closing or for any other matter referred to in Section 6.1(a).

(c)       Reimbursement. A Party providing Information or personnel to the other Party under Section 6.1(a) or Section 6.1(b) shall be entitled to receive from the recipient, upon the presentation of invoices therefor, payments for such amounts, relating to supplies, disbursements, and other out-of-pocket expenses, as may be reasonably incurred in providing such Information; provided, however, that no such reimbursements shall be required for the salary or cost of fringe benefits or similar expenses pertaining to employees or directors of the providing Party or its Affiliates.

(d)       Confidentiality. Each of the Buyer and the Sellers shall hold, and shall use commercially reasonable efforts to cause their respective Affiliates, consultants, and advisors to hold in strict confidence all Information concerning the other furnished to it by the other Party or the other Party’s representatives at any time prior to Closing or pursuant to this Section 6.1 (except to the extent that such Information (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving Party in violation of the terms of this Section 6.1, (ii) was within the possession of the receiving Party prior to it being furnished to the receiving Party by or on behalf of the other Party pursuant hereto, provided that the source of such information was not known

STOCK PURCHASE AGREEMENT 25

by the receiving Party at the time of receipt to be bound by a confidentiality agreement with or other contractual, legal, or fiduciary obligation of confidentiality to the other Party or any other party with respect to such information, or (iii) is or becomes available to the receiving Party from a source other than the other Party, provided that such source is not, to the Knowledge of the receiving Party at the time of receipt, bound by a confidentiality agreement with or other contractual, legal, or fiduciary obligation of confidentiality to the other Party or any other party with respect to such information), and each Party shall not release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, bankers, and other consultants and advisors, unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law; provided, however, that in the case of disclosure compelled by judicial or administrative process, the disclosing Party shall notify the non-disclosing Party promptly of the request or requirement so that the non-disclosing Party may seek an appropriate protective order or waive compliance with the provisions of this Section 6.1(d). If, in the absence of a protective order or the receipt of a waiver hereunder, a Party is, on the written advice of counsel, compelled to disclose any Information by judicial or administrative process, such Party may so disclose the Information; provided, however, that, at the written request of the non-disclosing Party, the disclosing Party shall use commercially reasonable efforts to obtain, at the expense of the non-disclosing Party an order or other assurance that confidential treatment will be accorded to such portion of the Information required to be disclosed.

Section 6.2 Further Assurances. At any time and from time to time after the Closing, as and when requested by any Party hereto and at such Party’s expense, the other Party shall promptly execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such other Party may reasonably deem necessary or desirable to evidence and effectuate the transactions contemplated by this Agreement.

Section 6.3 Employee Matters.

(a)       Each individual who is employed by the Company immediately prior to the Closing Date shall remain an employee of the Company following the Closing Date (each such employee, an “Affected Employee”).

(b)       As of the Closing, each Affected Employee shall remain eligible to participate, without any waiting time, in welfare benefit plans currently available to employees of CRV and DRV.

(c)       Effective as of the Closing, the Buyer shall cause the Company to continue to recognize all accrued and unused vacation days, holidays, personal, sickness, and other paid time off days (including banked days) that have accrued to Affected Employees through the Closing and which have been reserved for in the Closing Net Asset Schedule.

(d)       The Buyer acknowledges that no Affected Employee shall be terminated solely due to the transaction contemplated by this Agreement, and therefore no obligations under the Consolidated Omnibus Reconciliation Act of 1985, as amended, and the regulations and rules issued pursuant thereto (“COBRA”) will arise in connection with such transaction. The Buyer shall or shall cause the Company to meet

STOCK PURCHASE AGREEMENT 26

any obligation under COBRA with respect to qualifying events occurring after the Closing.

(e)       From the Closing Date to May 1, 2015, the Buyer shall ensure that the Company does not terminate the employment of any Affected Employees so as to cause any “plant closing” or “mass layoff” (as those terms are defined in the WARN Act) such that the Company has any obligation under the WARN Act that the Company otherwise would not have had absent such terminations.

Article 7.       MISCELLANEOUS

Section 7.1 Definitions and Usage

(a)       Defined Terms. In addition to other terms defined in this Agreement, capitalized terms used in this Agreement have the following meanings:

“Affiliate” means, with respect to any Person, any Person directly or indirectly controlling, controlled by, or under common control with such other Person. This specifically includes officers, directors, and employees. For purposes of determining whether a Person is an Affiliate, the term “control” shall mean possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of securities, by virtue of the office held by such Person, by contract, or otherwise.

“Breach” means, as to any representation, warranty, covenant, obligation, or other provision of this Agreement or any other instrument or certificate executed and delivered pursuant hereto, any inaccuracy in, or any failure to perform or comply with, such representation, warranty, covenant, obligation, or other provision.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks in the City of Elkhart, Indiana are authorized or required to be closed.

“Contract” means any agreement, lease, contract, note, mortgage, indenture, or other legally binding obligation or commitment, written or oral.

“Disclosure Schedules” means the Disclosure Schedules delivered by Seller to Buyer concurrently with the execution and delivery of this Agreement.

“Encumbrances” means any mortgage, pledge, security interest, encumbrance, charge, or other lien (whether arising by contract or by operation of law), other than (A) mechanic’s, materialmen’s, and similar liens that are individually and in the aggregate not material to the Company, taken as a whole, (B) liens on goods in transit incurred pursuant to documentary letters of credit, (C) liens with respect to current Taxes not yet due and payable or due but not delinquent, (D) purchase money liens and liens securing rental payments under capital lease arrangements, and (E) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

“Environmental Assessments” means any environmental reports, assessments, and any similar reports obtained by Buyer regarding any of the Tangible Property.

STOCK PURCHASE AGREEMENT 27

“Governmental Authority” means the government of the United States of America, the government of Canada, any nation, state, province, principality, county, city, town, village, district, or other jurisdiction of any nature located within the United States or Canada, and any federal, state, local, municipal, other government, or quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal) entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature within the United States of America or Canada.

“Knowledge” – an individual will be deemed to have “Knowledge” of a particular fact or other matter if such individual is actually aware of such fact or other matter or, in the exercise of reasonable diligence, should have been aware of such fact or matter. A Person (other than an individual) will be deemed to have “Knowledge” of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, officer, partner, executor, or trustee of such Person (or in any similar capacity) has, or at any time had, Knowledge of such fact or other matter.

“Leased Real Property” means certain real property commonly known as 1500 N. Detroit Street, LaGrange, IN 46761.

“Legal Requirement” means any federal, state, local, municipal, constitution, law, rule, ordinance, principle of common law, code, regulation, statute, or treaty, and any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Authority or by any arbitrator.

“Material Adverse Effect” means an effect on the business, financial condition, or results of operations of the Company that concerns or involves (a) an amount alleged to be greater than $15,000 or (b) would otherwise have a significant non-financial effect on the operations of the Companies, except to the extent such adverse effect results from (A) general economic, financial, or market conditions in any of the geographic areas in which the Company operates, (B) conditions caused by acts of terrorism or war (whether or not declared), (C) conditions or circumstances generally affecting the businesses or industries, as a whole, in which the Company operates, (D) the consummation of the transactions contemplated hereby, or (E) any changes in applicable Legal Requirements.

“Ordinary Course of Business” – an action taken by a Person will be deemed to have been taken in the “Ordinary Course of Business” if such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person and such action is not required to be authorized by the board of directors of such Person (or by any Person or group of Persons exercising similar authority).

“Organizational Documents” means (A) the articles or certificate of incorporation and the bylaws of a corporation; (B) the partnership agreement and any statement of partnership of a general partnership; (C) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (D)

STOCK PURCHASE AGREEMENT 28

the operating agreement or limited liability company agreement and articles or certificate of organization of a limited liability company; (E) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (F) any amendment to any of the foregoing.

“Person” means an individual, a corporation, a general partnership, a limited partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

(b)       Usage.

(i)       Interpretation. In this Agreement, unless a clear contrary intention appears:

(A) the singular number includes the plural number and vice versa;

(B) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are not prohibited by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other capacity or individually;

(C) reference to any gender includes each other gender;

(D) reference to any agreement, document, or instrument means such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;

(E) reference to any Legal Requirement means such Legal Requirement as amended, modified, codified, replaced, or reenacted, in whole or in part, and in effect as of the date of the Closing, including rules and regulations promulgated thereunder, and reference to any section or other provision of any Legal Requirement means that provision of such Legal Requirement from time to time in effect and constituting the substantive amendment, modification, codification, replacement, or reenactment of such section or other provision;

(F) “hereunder,” “hereof,” “hereto,” and words of similar import shall be deemed references to this Agreement as a whole and not to any particular Article, Section, or other provision hereof;

(G) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding such term;

(H) “or” is used in the inclusive sense of “and/or;”

(I) with respect to the determination of any period of time, “from” means “from and including” and “to” means “to but excluding;”

STOCK PURCHASE AGREEMENT 29

(J) references to documents, instruments, or agreements shall be deemed to refer as well to all addenda, exhibits, schedules, or amendments thereto; and

(K) all references to “Dollars” or “$” refer to currency of the United States of America.

(ii)       Legal Representation of the Parties. This Agreement was negotiated by the Parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party shall not apply to any construction or interpretation hereof.

Section 7.2 Press Releases and Announcements. No Party shall issue (and each Party shall cause its Affiliates not to issue) any press release or public disclosure relating to the subject matter of this Agreement without the prior written approval of the other Party (and in the case of the Sellers, the Sellers’ Representative); provided, however, that either Party may make any public disclosure it believes in good faith is required by law, regulation, or stock market rule (in which case the disclosing Party shall advise the other Party and the other Party shall have the right to review such press release or announcement prior to its publication).

Section 7.3 No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns and, to the extent specified herein, their respective Affiliates.

Section 7.4 Action to be Taken by Affiliates. The Parties shall cause their respective Affiliates to comply with all of the obligations specified in this Agreement to be performed by such Affiliates. Prior to the Closing, the Company will be deemed to be an Affiliate of the Sellers and not of the Buyer. Following the Closing, the Company will be deemed to be an Affiliate of the Buyer and not of the Sellers.

Section 7.5 Entire Agreement. This Agreement (including the Disclosure Schedules) and the Confidentiality Agreement constitute the entire agreement between the Buyer, on the one hand, and the Sellers, on the other hand. This Agreement supersedes any prior understandings, agreements, or representations by or between the Buyer and its Affiliates, on the one hand, and the Sellers, on the other hand, whether written or oral, with respect to the subject matter hereof (other than the Confidentiality Agreement).

Section 7.6 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.

Section 7.7 Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by facsimile.

Section 7.8 Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

STOCK PURCHASE AGREEMENT 30

Section 7.9 Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) upon transmission when sent by facsimile, provided electronic confirmation of successful transmission is received by the sending Party and a confirmation copy is sent on the same day as the facsimile transmission by nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt, in each case to the intended recipient as set forth below:

If to the Buyer:	Mr. Robert Martin                      Chief Executive Officer             Thor Industries, Inc. 601 East Beardsley Avenue Elkhart, In 46514
Copy to:	Mr. Todd Woelfer                       Senior Vice President, General Counsel and Corporate Secretary Thor Industries, Inc. 601 East Beardsley Avenue Elkhart, IN 46514
If to the Sellers:	Mr. David Fought 11325 Fishers Pond Middlebury, Indiana 46540
Copy to:	Mr. Ryan Fountain 420 Lincoln Way West Mishawka, Indiana 46544

Any Party may give any notice, request, demand, claim, or other communication hereunder using any other means (including personal delivery, expedited courier, messenger service, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the Party for whom it is intended. Either Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party notice in the manner herein set forth.

Section 7.10 Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Indiana.

STOCK PURCHASE AGREEMENT 31

Section 7.11 Amendments and Waivers. The Parties may mutually amend or waive any provision of this Agreement at any time. No amendment or waiver of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each of the Parties. No waiver by either Party of any default, misrepresentation, or Breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or Breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 7.12 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the Parties agree that the body making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

Section 7.13 Expenses. Except as otherwise specifically provided to the contrary in this Agreement, each of the Parties shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. For avoidance of doubt, the Parties acknowledge that the Sellers will be permitted to allocate any of their costs and expenses to the Company prior to the Closing, and that such costs and expenses shall be paid at the Closing, provided such costs and expenses are appropriately reflected in the Financial Statements and the Final Net Assets.

Section 7.14 Specific Performance. Each of the Parties acknowledges and agrees that the other Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Party shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter.

Section 7.15 Incorporation of Exhibits, Schedules, and Attachments. The Exhibits, Schedules, and Attachments identified in this Agreement are incorporated herein by reference and made a part hereof.

Section 7.16 Submission to Jurisdiction. The Parties hereby irrevocably and unconditionally (i) agree that any legal dispute arising from this Agreement or the transaction contemplated herein shall be submitted to binding arbitration, using the Commercial Arbitration Rules of the American Arbitration Association. The parties agree that they shall attempt in good faith to agree upon a single arbitrator to decide the matter. In the even that after a period of fifteen (15) days after receipt of the demand for arbitration the parties have failed to agree upon an arbitrator, each party shall name a single arbitrator. The two named arbitrators shall then be responsible for identifying a single arbitrator who may decide the case. The selection criteria for that single arbitrator shall be that the proposed arbitrator have sufficient experience in

STOCK PURCHASE AGREEMENT 32

transactions similar to the one contemplated herein. Unless otherwise agreed, in writing, by both parties, the arbitration shall take place in Elkhart Country, Indiana. Each party shall be responsible for its own costs and fees.

STOCK PURCHASE AGREEMENT 33

IN WITNESS WHEREOF, the Parties hereto have executed this Stock Purchase Agreement as of the date first above written.

BUYER

Heartland Recreational Vehicles, LLC

By: /s/ Chris J. Hermon

PRINTED NAME: CHRIS HERMON

TITLE: PRESIDENT

[SELLERS’ SIGNATURES ON FOLLOWING  PAGE(S)]

STOCK PURCHASE AGREEMENT SIGNATURE PAGE

SELLERS’ SIGNATURES:

BY: /s/ David E. Fought

PRINTED NAME: David E. Fought for Sidnaw Corporation, Inc.

BY: /s/ David E. Fought

PRINTED NAME: David E. Fought

BY: /s/ Jeffrey D. Fought

PRINTED NAME: Jeffrey D. Fought

BY: /s/ Paul R. Corman

PRINTED NAME: Paul R. Corman

BY: /s/ John J. Mohamed

PRINTED NAME: John J. Mohamed

BY: /s/ Robert L. Tiedge

PRINTED NAME: Robert L. Tiedge

BY: /s/ Dan E. VanLiew

PRINTED NAME: Dan E. VanLiew

BY: /s/ E. Dale Fenton

PRINTED NAME: E. Dale Fenton

BY: /s/ Laure R. Cunningham

PRINTED NAME: Laure R. Cunningham

STOCK PURCHASE AGREEMENT SIGNATURE PAGE

LIST OF SCHEDULES

	Page
Schedule 2.1(a) Qualifications		1
Schedule 2.2(a) Capitalization and Ownership		2
Schedule 2.2(b) Share Encumbrances		3
Schedule 2.4 Noncontravention; Consents and Approval		4
Schedule 2.5 Equity Investments		5
Schedule 2.7 Encumbrances to Tangible Property		6
Schedule 2.10 Liabilities		9
Schedule 2.11(b) Tax Returns		10
Schedule 2.11(c) Tax Audits		11
Schedule 2.12(a) Intellectual Property		12
Schedule 2.13(a) Contracts		15
Schedule 2.13(b) Contracts – Enforceability		19
Schedule 2.13(c) Contracts – Compliance		20
Schedule 2.14 Proceedings		21
Schedule 2.15(b) Employee List		23
Schedule 2.16(a) Employee Benefit Plans		24
Schedule 2.16(c) Multiemployer Plans		25
Schedule 2.17(b) Environmental Matters		26
Schedule 2.18 Legal Compliance		27
Schedule 2.19 Permits		28
Schedule 2.20 Insurance		30
Schedule 2.21(a) Customers		31
Schedule 2.21(b) Suppliers		34
Schedule 2.22 Brokers’ Fees		37
Schedule 2.23 Books and Records; Bank Accounts		38
Schedule 2.24 Certain Business Relationships with the Company		39
Schedule 5.5(a) Tax Agreements		40

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert W. Martin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Thor Industries, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 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 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: March 5, 2015	/s/ Robert W. Martin
	Robert W. Martin
	President and Chief Executive Officer (Principal executive officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Colleen Zuhl, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Thor Industries, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 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 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: March 5, 2015	/s/ Colleen Zuhl
	Colleen Zuhl
	Vice President and Chief Financial Officer
	(Principal financial and accounting officer)

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, 2015, I, Robert W. Martin, Chief Executive Officer and President 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, 2015 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, 2015 fairly presents, in all material respects, the financial condition and results of operations of Thor Industries, Inc.

DATE: March 5, 2015	/s/ Robert W. Martin
	Robert W. Martin
	President and Chief Executive Officer (Principal executive officer)

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, 2015, I, Colleen Zuhl, Vice President and 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, 2015 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, 2015 fairly presents, in all material respects, the financial condition and results of operations of Thor Industries, Inc.

DATE: March 5, 2015	/s/ Colleen Zuhl
	Colleen Zuhl
	Vice President and Chief Financial Officer
	(Principal financial and accounting officer)

XML

Schedule of Segment Reporting Information, by Segment Balance Sheet Item (Detail) (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Jul. 31, 2014
Segment Reporting Information [Line Items]
Total assets	$ 1,455,783	$ 1,408,718
Continuing Operations | Recreation Vehicles
Segment Reporting Information [Line Items]
Total assets	1,107,986	1,038,268
Continuing Operations | Recreation Vehicles | Towables
Segment Reporting Information [Line Items]
Total assets	932,530	868,017
Continuing Operations | Recreation Vehicles | Motorized
Segment Reporting Information [Line Items]
Total assets	175,456	170,251
Continuing Operations | Corporate
Segment Reporting Information [Line Items]
Total assets	$ 347,797	$ 370,450

XML

Provision for Income Taxes - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014
Income Tax [Line Items]
Effective income tax rate	31.40%	28.00%	31.10%	31.60%
Decreases in unrecognized tax benefits resulting from effective settlement			$ 4,506
Income tax benefit related to gross uncertain tax benefit releases, net			2,387
Accrued an additional uncertain tax benefit related to prior tax periods	90		90
Interest and penalties related to uncertain tax benefits	147		293
Expected decrease in unrecognized tax benefits due to resolution of uncertain tax positions			2,560
Expected decrease in interest and penalties due to resolution of uncertain tax positions			385
Minimum
Income Tax [Line Items]
Expected gross unrecognized tax benefits decrease			100
Expected decrease in interest and penalties			150
Maximum
Income Tax [Line Items]
Expected gross unrecognized tax benefits decrease			2,700
Expected decrease in interest and penalties			$ 1,200

XML

Schedule of Change in Carrying Value in Goodwill (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jan. 31, 2015
Goodwill [Line Items]
Beginning Balance	$ 256,579
Acquisition of towables business	12,601
Ending Balance	$ 269,180

XML

Contingent Liabilities and Commitments - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jan. 31, 2015	Jul. 31, 2014
Loss Contingencies [Line Items]
Standby Repurchase Obligations Amount	$ 1,496,008	$ 1,226,650
Term of Commitments	Up to eighteen months
Repurchase and guarantee reserve balances	$ 4,690	$ 3,948

XML

Components of Amortizable Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	0 Months Ended				6 Months Ended
	Jan. 05, 2015	May 01, 2014	Oct. 31, 2013	Aug. 30, 2013	Jan. 31, 2015	Jul. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Cost					$ 182,102	$ 162,422
Accumulated Amortization					49,625	42,639
Dealer Networks
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Life in Years	12 years	12 years	12 years	8 years	9 years
Cost					105,260	90,760
Accumulated Amortization					32,137	27,102
Non-Compete Agreements
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Life in Years		5 years		2 years	2 years
Cost					4,710	4,710
Accumulated Amortization					3,773	3,283
Trademarks
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Life in Years	20 years	20 years	20 years	20 years	20 years
Cost					49,282	43,882
Accumulated Amortization					6,438	5,479
Design Technology And Other Intangibles
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Life in Years					10 years
Cost					22,850	23,070
Accumulated Amortization					$ 7,277	$ 6,775

XML

Acquisitions - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended		0 Months Ended		3 Months Ended	0 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	May 01, 2014	Oct. 31, 2013	Apr. 30, 2014	Aug. 30, 2013	Jan. 05, 2015
Business Acquisition [Line Items]
Payment to acquire business, net	$ 49,265	$ 33,487
K.Z. Inc.
Business Acquisition [Line Items]
Payment to acquire business			53,405
Asset purchase agreement date			May 01, 2014
Amortizable intangible assets, weighted average useful life			13 years 10 months 24 days
Purchase price adjustment			2,915
Payment to acquire business, net			55,324
Bison
Business Acquisition [Line Items]
Payment to acquire business				16,718	16,914
Asset purchase agreement date				Oct. 31, 2013
Amortizable intangible assets, weighted average useful life				13 years 3 months 18 days
Additional cash payment					196
Livin' Lite
Business Acquisition [Line Items]
Asset purchase agreement date						Aug. 30, 2013
Amortizable intangible assets, weighted average useful life						10 years 2 months 12 days
Payment to acquire business, net						16,769
Cruiser RV, LLC and DRV, LLC
Business Acquisition [Line Items]
Payment to acquire business							47,412
Asset purchase agreement date							Dec. 31, 2014
Amortizable intangible assets, weighted average useful life							13 years 10 months 24 days
Payment to acquire business, net							$ 46,350
Dealer Networks
Business Acquisition [Line Items]
Intangible assets amortization period	9 years		12 years	12 years		8 years	12 years
Amortizable intangible assets, amortization method	Accelerated cash flow basis
Trademarks
Business Acquisition [Line Items]
Intangible assets amortization period	20 years		20 years	20 years		20 years	20 years
Amortizable intangible assets, amortization method	Straight line basis
Non-Compete Agreements
Business Acquisition [Line Items]
Intangible assets amortization period	2 years		5 years			2 years
Amortizable intangible assets, amortization method	Straight line basis
Backlog
Business Acquisition [Line Items]
Intangible assets amortization period			2 months	42 days		42 days	42 days
Amortizable intangible assets, amortization method	Straight line basis
Design Technology Assets
Business Acquisition [Line Items]
Intangible assets amortization period						5 years
Amortizable intangible assets, amortization method	Straight line basis

XML

Stockholders' Equity - Additional Information (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended		3 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014	Oct. 31, 2014
Stock Based Compensation And Stockholders Equity [Line Items]
Stock-based compensation	$ 1,762	$ 1,272	$ 3,327	$ 2,648
Withholding taxes payable			1,562	1,251
Dividends declared and paid			28,824
Regular Dividend
Stock Based Compensation And Stockholders Equity [Line Items]
Dividends declared and paid per common share	$ 0.27				$ 0.27
Dividends declared and paid			28,824
Discontinued Operations
Stock Based Compensation And Stockholders Equity [Line Items]
Total compensation expenses			0	480
Restricted Stock
Stock Based Compensation And Stockholders Equity [Line Items]
Withholding taxes payable			$ 1,562	$ 1,251

XML

Earnings Per Common Share (Tables)

6 Months Ended

Jan. 31, 2015

Schedule of Earnings Per Common Share

	Three Months Ended January 31,				Six Months Ended January 31,
	2015		2014		2015		2014
Weighted average common shares outstanding for basic earnings per share		53,377,440		53,289,626		53,355,757		53,247,315
Stock options, unvested restricted stock and restricted stock units		81,091		63,401		88,973		78,936
Weighted average common shares outstanding for diluted earnings per share		53,458,531		53,353,027		53,444,730		53,326,251

XML

Loan Transactions and Related Notes Receivable - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jan. 31, 2015	Jan. 31, 2009	Dec. 31, 2009
First Credit Agreement
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan amount		$ 10,000
Second Credit Agreement
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan amount		10,000
Third Credit Agreement
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan amount	$ 6,000		$ 10,000
Notes receivable, maturity	Aug. 30, 2015

XML

Schedule of Major Classifications of Inventories (Detail) (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Jul. 31, 2014
Inventory [Line Items]
Raw materials	$ 131,915	$ 122,150
Chassis	51,947	45,231
Work in process	51,411	49,537
Finished goods	38,067	27,424
Total	273,340	244,342
Excess of FIFO costs over LIFO costs	(28,923)	(27,988)
Total inventories	$ 244,417	$ 216,354

XML

Business Segments - Additional Information (Detail)	6 Months Ended
	Jan. 31, 2015 Segment
Segment Reporting Information [Line Items]
Number of reportable segments	2

XML

Product Warranties - Additional Information (Detail)	6 Months Ended
	Jan. 31, 2015
Product Warranty [Line Items]
Warranty period for retail customers, years	1 year

XML

Estimated Amortization Expense (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014
Expected Amortization Expense [Line Items]
Estimated annual amortization expense, For the fiscal year ending July 31, 2015	$ 15,238
Estimated annual amortization expense, For the fiscal year ending July 31, 2016	15,161
Estimated annual amortization expense, For the fiscal year ending July 31, 2017	15,123
Estimated annual amortization expense, For the fiscal year ending July 31, 2018	14,057
Estimated annual amortization expense, For the fiscal year ending July 31, 2019	12,687
Estimated annual amortization expense, For the fiscal year ending July 31, 2020	11,614
Estimated annual amortization expense, For the fiscal year ending July 31, 2021 and thereafter	56,253
Estimated annual amortization expense, Total	$ 140,133

XML

Business Segments

6 Months Ended

Jan. 31, 2015

Business Segments

4. Business Segments

The Company has two reportable segments: (1) towable recreational vehicles and (2) motorized recreational vehicles. The towable recreational vehicle reportable segment consists of the following operating segments that have been aggregated: Airstream (towable), Bison, CrossRoads, Heartland (including its wholly owned subsidiaries CRV and DRV), Keystone, KZ and Livin’ Lite. The motorized recreational vehicle reportable segment consists of the following operating segments that have been aggregated: Airstream (motorized) and Thor Motor Coach.

All manufacturing is conducted in the United States. Total assets include those assets used in the operation of each reportable segment. Corporate assets primarily consist of cash and cash equivalents and deferred income tax assets.

	Three Months Ended January 31,						Six Months Ended January 31,
	2015			2014			2015			2014
Net sales:
Recreational vehicles:
Towables	$	675,090		$	472,474		$	1,374,868		$	1,095,327
Motorized		177,326			162,856			399,540			339,966
Total	$	852,416		$	635,330		$	1,774,408		$	1,435,293
	Three Months Ended January 31,						Six Months Ended January 31,
	2015			2014			2015			2014
Income (loss) from continuing operations before income taxes:
Recreational vehicles:
Towables	$	40,320		$	18,915		$	89,619		$	64,539
Motorized		11,867			11,193			26,968			24,636
Total recreational vehicles		52,187			30,108			116,587			89,175
Corporate		(8,050	)		(6,206	)		(15,744	)		(10,832	)
Total	$	44,137		$	23,902		$	100,843		$	78,343
							January 31, 2015			July 31, 2014
Total assets:
Recreational vehicles:
Towables							$	932,530		$	868,017
Motorized								175,456			170,251
Total recreational vehicles								1,107,986			1,038,268
Corporate								347,797			370,450
Total							$	1,455,783		$	1,408,718

XML

Inventories - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Jul. 31, 2014
Inventory [Line Items]
Inventory	$ 273,340	$ 244,342
Subsidiaries valued inventory in first-in, first-out method	$ 51,588	$ 36,096

XML

Product Warranties (Tables)

6 Months Ended

Jan. 31, 2015

Schedule of Changes in Product Warranty Liabilities

Changes in our product warranty reserves are as follows:

	Three Months Ended January 31,						Six Months Ended January 31,
	2015			2014			2015			2014
Beginning balance	$	97,640		$	86,530		$	94,938		$	84,250
Provision		26,769			18,701			56,230			41,193
Payments		(27,025	)		(21,097	)		(53,784	)		(41,918	)
Acquisitions		4,664			—			4,664			609
Ending balance	$	102,048		$	84,134		$	102,048		$	84,134

XML

Intangible Assets and Goodwill (Tables)

6 Months Ended

Jan. 31, 2015

Components of Amortizable Intangible Assets

The components of amortizable intangible assets are as follows:

	Weighted Average Remaining Life in Years at January 31, 2015	January 31, 2015				July 31, 2014
		Cost		Accumulated Amortization		Cost		Accumulated Amortization
Dealer networks	9	$	105,260	$	32,137	$	90,760	$	27,102
Trademarks	20		49,282		6,438		43,882		5,479
Design technology and other intangibles	10		22,850		7,277		23,070		6,775
Non-compete agreements	2		4,710		3,773		4,710		3,283
Total amortizable intangible assets		$	182,102	$	49,625	$	162,422	$	42,639

Estimated Amortization Expense

Estimated annual amortization expense is as follows:

For the fiscal year ending July 31, 2015	$	15,238
For the fiscal year ending July 31, 2016		15,161
For the fiscal year ending July 31, 2017		15,123
For the fiscal year ending July 31, 2018		14,057
For the fiscal year ending July 31, 2019		12,687
For the fiscal year ending July 31, 2020		11,614
For the fiscal year ending July 31, 2021 and thereafter		56,253
	$	140,133

Schedule of Change in Carrying Value in Goodwill

The change in the carrying value of goodwill from July 31, 2014 to January 31, 2015 is as follows:

Balance at July 31, 2014	$	256,579
Acquisition of towables business		12,601
Balance at January 31, 2015	$	269,180

XML

Losses Due to Repurchases Related to Repurchase Agreements (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014
Loss Contingencies [Line Items]
Cost of units repurchased	$ 4,582	$ 326	$ 6,227	$ 449
Realization of units resold	3,721	289	5,161	390
Losses due to repurchase	$ 861	$ 37	$ 1,066	$ 59

XML

Property, Plant and Equipment (Detail) (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Jul. 31, 2014
Property, Plant and Equipment [Line Items]
Total cost	$ 290,325	$ 273,501
Less accumulated depreciation	(107,168)	(103,639)
Property, plant and equipment, net	183,157	169,862
Land
Property, Plant and Equipment [Line Items]
Total cost	24,541	21,592
Building and Building Improvements
Property, Plant and Equipment [Line Items]
Total cost	188,738	175,611
Machinery and Equipment
Property, Plant and Equipment [Line Items]
Total cost	$ 77,046	$ 76,298

XML

Contingent Liabilities and Commitments (Tables)

6 Months Ended

Jan. 31, 2015

Losses Due to Repurchases Related to Repurchase Agreements

The table below reflects losses incurred related to repurchase agreements that were settled in the periods noted. The Company believes that any future losses under these agreements will not have a significant effect on the Company’s consolidated financial position, results of operations or cash flows.

	Three Months Ended January  31,				Six Months Ended January 31,
	2015		2014		2015		2014
Cost of units repurchased	$	4,582	$	326	$	6,227	$	449
Realization of units resold		3,721		289		5,161		390
Losses due to repurchase	$	861	$	37	$	1,066	$	59

XML

Stockholders' Equity (Tables)

6 Months Ended

Jan. 31, 2015

Schedule of Change in Retained Earnings

The components of the change in retained earnings are as follows:

Balance as of July 31, 2014	$	1,030,428
Net income		67,573
Dividends declared and paid		(28,824	)
Balance as of January 31, 2015	$	1,069,177

XML

Discontinued Operations

6 Months Ended

Jan. 31, 2015

Discontinued Operations

3. Discontinued Operations

On July 31, 2013, the Company entered into a Stock Purchase Agreement (“ASV SPA”) to sell its bus business to Allied Specialty Vehicles, Inc. (“ASV”) for cash of $100,000, subject to closing adjustments for changes in the net assets sold from April 30, 2013 to the closing date. The Company’s bus business manufactured and sold transit and shuttle buses. This divestiture has allowed the Company to focus on the strategic development and growth of its core recreational vehicle business.

The sale was completed as of October 20, 2013 and the Company received $100,000 on October 21, 2013. Under the terms of the ASV SPA, the total cash consideration to be received was subject to adjustment based on changes in the carrying value of the net assets of the bus business between April 30, 2013 and October 20, 2013. The amount of the final net asset adjustment was determined through the completion of a post-close audit during the second quarter of fiscal 2014. Based on the final agreed-upon carrying value of the bus business net assets sold as of October 20, 2013, an additional $5,043 was due from ASV and subsequently collected in February 2014, representing the increase in bus net assets since April 30, 2013. As a result, final net cash consideration received for the sale of the bus business totaled $105,043.

The Company recorded a preliminary pre-tax gain on the bus business sale of $7,825 in the first quarter of fiscal 2014 and a $746 unfavorable adjustment in the second quarter of fiscal 2014 based on the completion of the post-close audit, resulting in a final pre-tax gain of $7,079. The results of operations for the bus business, including the gain on the sale of the bus business, have been reported as discontinued operations in the Condensed Consolidated Statements of Income and Comprehensive Income for all periods presented.

The following table summarizes the results of discontinued operations:

	Three Months Ended January 31,				Six Months Ended January 31,
Discontinued Operations:	2015		2014		2015		2014
Net sales	$	—	$	—	$	—	$	83,903
Operating loss of discontinued operations	$	(2,564)	$	(1,131)	$	(2,999)	$	(4,564)
Pre-tax gain (loss) on disposal of discontinued business		—		(746)		—		7,079
Income (loss) before income taxes		(2,564)		(1,877)		(2,999)		2,515
Income tax benefit		(945)		(851)		(1,104)		(1,173)
Income (loss) from discontinued operations, net of taxes	$	(1,619)	$	(1,026)	$	(1,895)	$	3,688

The operating loss of discontinued operations for the three and six months ended January 31, 2015 reflects expenses incurred directly related to the former bus operations, including ongoing costs related to liabilities retained by the Company under the ASV SPA for bus product liability and worker’s compensation claims occurring prior to the closing date of the sale.

As a result of the sale of the bus business, and in accordance with the ASV SPA, the Company is no longer the primary obligor to the taxing authorities for bus operations in certain states. As a result, the Company eliminated certain reserves associated with uncertain tax positions resulting in a net tax benefit of $1,883, which is included in the discontinued operations income tax benefit of $1,173 for the six months ended January 31, 2014. Under the terms of the sale, the Company has agreed to indemnify ASV for any claims made by the taxing authorities after the date of sale for these uncertain tax positions, but does not expect future losses under this guarantee to be material.

XML

Nature of Operations and Accounting Policies - Additional Information (Detail)	6 Months Ended
	Jan. 31, 2015 Segment
Summary Of Significant Accounting Policies [Line Items]
Number of reportable segments	2

XML

Earnings Per Common Share (Detail)	3 Months Ended		6 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014
Earnings Per Share Disclosure [Line Items]
Weighted average common shares outstanding for basic earnings per share	53,377,440	53,289,626	53,355,757	53,247,315
Stock options, unvested restricted stock and restricted stock units	81,091	63,401	88,973	78,936
Weighted average common shares outstanding for diluted earnings per share	53,458,531	53,353,027	53,444,730	53,326,251

XML

Schedule of Changes in Product Warranty Liabilities for Continuing Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014
Product Warranty
Beginning balance	$ 97,640	$ 86,530	$ 94,938	$ 84,250
Provision	26,769	18,701	56,230	41,193
Payments	(27,025)	(21,097)	(53,784)	(41,918)
Acquisitions	4,664		4,664	609
Ending balance	$ 102,048	$ 84,134	$ 102,048	$ 84,134

XML

Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Jul. 31, 2014
Current assets:
Cash and cash equivalents	$ 248,256	$ 289,336
Accounts receivable, trade, less allowance for doubtful accounts of $365 and $348, respectively	266,715	264,927
Accounts receivable, other	22,056	14,866
Inventories	244,417	216,354
Notes receivable	8,555	1,429
Prepaid income taxes, expenses and other	16,176	5,740
Deferred income taxes, net	54,365	51,397
Total current assets	860,540	844,049
Property, plant and equipment, net	183,157	169,862
Other assets:
Goodwill	269,180	256,579
Amortizable intangible assets	132,477	119,783
Long-term notes receivable	609	8,992
Other	9,820	9,453
Total other assets	412,086	394,807
TOTAL ASSETS	1,455,783	1,408,718
Current liabilities:
Accounts payable	177,954	164,619
Accrued liabilities:
Compensation and related items	41,593	43,888
Product warranties	102,048	94,938
Income and other taxes	7,770	18,468
Promotions and rebates	18,224	17,474
Product, property and related liabilities	15,276	12,928
Other	15,077	18,400
Total current liabilities	377,942	370,715
Unrecognized income tax benefits	20,532	23,689
Deferred income taxes, net	20,677	19,388
Other long-term liabilities	17,979	17,229
Total long-term liabilities	59,188	60,306
Contingent liabilities and commitments
Stockholders' equity:
Preferred stock - authorized 1,000,000 shares; none outstanding
Common stock - par value of $.10 per share; authorized 250,000,000 shares; issued 62,301,037 and 62,210,429 shares, respectively	6,230	6,221
Additional paid-in capital	212,261	208,501
Retained earnings	1,069,177	1,030,428
Less treasury shares of 8,911,474 and 8,880,877, respectively, at cost	(269,015)	(267,453)
Total stockholders' equity	1,018,653	977,697
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,455,783	$ 1,408,718

XML

Property, Plant and Equipment - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Oct. 31, 2013	Jan. 31, 2014
Property, Plant and Equipment [Line Items]
Non-cash impairment charge	$ 710	$ 710

XML

Nature of Operations and Accounting Policies

6 Months Ended

Jan. 31, 2015

Nature of Operations and Accounting Policies

1. Nature of Operations and Accounting Policies

Nature of Operations

Thor Industries, Inc. was founded in 1980 and, through its subsidiaries (the “Company”), manufactures a wide range of recreational vehicles (“RVs”) at various manufacturing facilities located primarily in Indiana and Ohio. These products are sold to independent dealers primarily throughout the United States and Canada. Unless the context otherwise requires or indicates, all references to “Thor”, the “Company”, “we”, “our” and “us” refer to Thor Industries, Inc. and its subsidiaries.

The Company’s core business activities are comprised of two distinct operations, which include the design, manufacture and sale of both towable recreational vehicles and motorized recreational vehicles. Accordingly, the Company has presented segment financial information for these two segments in Note 4 to the Condensed Consolidated Financial Statements. See Note 3, “Discontinued Operations,” in the Notes to the Condensed Consolidated Financial Statements for a description of the Company’s bus operations which were sold during the three months ended October 31, 2013. Accordingly, the accompanying financial statements (including footnote disclosures unless otherwise indicated) reflect these bus operations as discontinued operations apart from the Company’s continuing recreational vehicle operations.

The July 31, 2014 amounts are derived 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 cash flows for the interim periods presented have been made. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014. Due to seasonality within the recreational vehicle industry, annualizing the results of operations for the six months ended January 31, 2015 would not necessarily be indicative of the results for a full fiscal year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Key estimates include reserves for inventory, incurred but not reported medical claims, warranty claims, recall liabilities, workers’ compensation claims, vehicle repurchases, uncertain tax positions, product and non-product litigation and fair value determinations made for both intangible assets acquired and asset impairment assessments. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. The Company believes that such estimates are made using consistent and appropriate methods. Actual results could differ from these estimates.

Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-08 (“ASU 2014-08”) “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. Under the new guidance, the disposal of a component or group of components of a business will be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. For the Company, ASU 2014-08 is effective for disposals (or classifications as held for sale) of components that first occur after July 31, 2015. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued. The impact to the Company will depend on future disposals.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606),” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This standard will supersede most current revenue recognition guidance. Under the new standard, entities are required to identify the contract with a customer, identify the separate performance obligations in the contract, determine the transaction price, allocate the transaction price to the separate performance obligations in the contract and recognize the appropriate amount of revenue when (or as) the entity satisfies each performance obligation. The standard is effective for fiscal years, and the interim periods within those years, beginning on or after December 15, 2016, and is therefore effective for the Company in its fiscal year 2018 beginning on August 1, 2017. Entities have the option of using either retrospective transition or a modified approach in applying the new standard. The Company is currently evaluating the approach it will use to apply the new standard and the impact that the adoption of the new standard will have on the Company’s consolidated financial statements.

XML

Discontinued Operations - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	0 Months Ended	3 Months Ended			6 Months Ended		12 Months Ended
	Oct. 21, 2013	Jan. 31, 2015	Jan. 31, 2014	Oct. 31, 2013	Jan. 31, 2015	Jan. 31, 2014	Jul. 31, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of bus business	$ 100,000					$ 100,000	$ 105,043
Discontinued operation, amounts collected from ASV							5,043
Pre-tax gain (loss) on sale of business			(746)	7,825		7,079	7,079
Impact of indemnification to tax expenses			1,883			1,883
Income tax benefit (expense)		$ 945	$ 851		$ 1,104	$ 1,173

XML

Acquisitions (Tables)

6 Months Ended

Jan. 31, 2015

K.Z. Inc.

Summary of Final Fair Value Assigned to Assets Acquired

The following table summarizes the final fair values assigned to the KZ net assets acquired, which are based on internal and independent external valuations:

Cash	$	996
Other current assets		34,121
Property, plant and equipment		15,057
Dealer network		13,160
Trademarks		5,540
Non-compete agreements		450
Backlog		420
Goodwill		2,703
Current liabilities		(16,127	)
Total fair value of net assets acquired		56,320
Less cash acquired		(996	)
Total cash consideration for acquisition, less cash acquired	$	55,324

Bison

Summary of Final Fair Value Assigned to Assets Acquired

The following table summarizes the final fair values assigned to the Bison net assets acquired, which are based on internal and independent external valuations:

Current assets	$	4,050
Property, plant and equipment		625
Dealer network		7,400
Trademarks		1,800
Backlog		140
Goodwill		6,660
Current liabilities		(3,761	)
Total fair value of net assets acquired	$	16,914

Livin' Lite

Summary of Final Fair Value Assigned to Assets Acquired

The following table summarizes the final fair values assigned to the Livin’ Lite net assets acquired, which are based on internal and independent external valuations:

Cash	$	247
Other current assets		3,626
Property, plant and equipment		137
Dealer network		3,200
Trademarks		1,500
Design technology assets		1,100
Non-compete agreements		130
Backlog		110
Goodwill		9,113
Current liabilities		(2,147	)
Total fair value of net assets acquired		17,016
Less cash acquired		(247	)
Total cash paid for acquisition, less cash acquired	$	16,769

Cruiser RV, LLC and DRV, LLC

Summary of Final Fair Value Assigned to Assets Acquired

The following table summarizes the preliminary fair values assigned to the CRV and DRV net assets acquired, subject to the finalization of internal and independent external valuations:

Cash	$	1,062
Other current assets		22,099
Property, plant and equipment		4,500
Dealer network		14,500
Trademarks		5,400
Backlog		450
Goodwill		12,601
Current liabilities		(13,200	)
Total fair value of net assets acquired		47,412
Less cash acquired		(1,062	)
Total cash consideration for acquisition, less cash acquired	$	46,350

XML

Operating Results of Discontinued Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended			6 Months Ended		12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Oct. 31, 2013	Jan. 31, 2015	Jan. 31, 2014	Jul. 31, 2014
Discontinued Operations:
Net sales					$ 83,903
Operating loss of discontinued operations	(2,564)	(1,131)		(2,999)	(4,564)
Pre-tax gain (loss) on disposal of discontinued business		(746)	7,825		7,079	7,079
Income (loss) before income taxes	(2,564)	(1,877)		(2,999)	2,515
Income tax benefit	(945)	(851)		(1,104)	(1,173)
Income (loss) from discontinued operations, net of taxes	$ (1,619)	$ (1,026)		$ (1,895)	$ 3,688

XML

Business Segments (Tables)

6 Months Ended

Jan. 31, 2015

Schedule of Segment Reporting Information by Segment

Three Months Ended January 31,						Six Months Ended January 31,
	2015			2014			2015			2014
Net sales:
Recreational vehicles:
Towables	$	675,090		$	472,474		$	1,374,868		$	1,095,327
Motorized		177,326			162,856			399,540			339,966
Total	$	852,416		$	635,330		$	1,774,408		$	1,435,293
	Three Months Ended January 31,						Six Months Ended January 31,
	2015			2014			2015			2014
Income (loss) from continuing operations before income taxes:
Recreational vehicles:
Towables	$	40,320		$	18,915		$	89,619		$	64,539
Motorized		11,867			11,193			26,968			24,636
Total recreational vehicles		52,187			30,108			116,587			89,175
Corporate		(8,050	)		(6,206	)		(15,744	)		(10,832	)
Total	$	44,137		$	23,902		$	100,843		$	78,343
							January 31, 2015			July 31, 2014
Total assets:
Recreational vehicles:
Towables							$	932,530		$	868,017
Motorized								175,456			170,251
Total recreational vehicles								1,107,986			1,038,268
Corporate								347,797			370,450
Total							$	1,455,783		$	1,408,718

XML

Acquisitions

6 Months Ended

Jan. 31, 2015

Acquisitions

2. Acquisitions

Cruiser RV, LLC and DRV, LLC

On January 5, 2015, the Company closed on a Stock Purchase Agreement (“CRV/DRV SPA”) for the acquisition of all the outstanding membership units of towable recreational vehicle manufacturer Cruiser RV, LLC (“CRV”) and luxury fifth wheel towable recreational vehicle manufacturer DRV, LLC (“DRV”) through its Heartland Recreational Vehicles, LLC subsidiary (“Heartland”). In accordance with the CRV/DRV SPA, the closing was deemed effective as of January 1, 2015. As contemplated in the CRV/DRV SPA, the Company also acquired, in a series of integrated transactions, certain real estate used in the ongoing operations of CRV and DRV. The initial cash consideration for this acquisition was $47,412, subject to adjustment, and was funded entirely from the Company’s cash on hand. The total cash consideration to be paid is subject to the final determination of the actual net working capital as of the close of business on December 31, 2014, which is expected to be finalized later in fiscal 2015. The Company purchased CRV and DRV to expand its towable recreational vehicle market share and to supplement and expand its existing lightweight travel trailer and luxury fifth wheel product offerings and dealer base.

The following table summarizes the preliminary fair values assigned to the CRV and DRV net assets acquired, subject to the finalization of internal and independent external valuations:

Cash	$	1,062
Other current assets		22,099
Property, plant and equipment		4,500
Dealer network		14,500
Trademarks		5,400
Backlog		450
Goodwill		12,601
Current liabilities		(13,200	)
Total fair value of net assets acquired		47,412
Less cash acquired		(1,062	)
Total cash consideration for acquisition, less cash acquired	$	46,350

On the acquisition date, amortizable intangible assets had a weighted average useful life of 13.9 years. The dealer network was valued based on the Discounted Cash Flow Method and will be amortized on an accelerated basis over 12 years. The trademarks were valued on the Relief from Royalty Method and will be amortized on a straight line basis over 20 years. Backlog was valued based on the Discounted Cash Flow Method and will be amortized on a straight line basis over 6 weeks. Goodwill is deductible for tax purposes.

K.Z., Inc.

On May 1, 2014, the Company closed on a Stock Purchase Agreement (“KZ SPA”) for the acquisition of all the outstanding capital stock of towable recreational vehicle manufacturer K.Z., Inc. (“KZ”) for initial cash consideration of $53,405, subject to adjustment, which was funded entirely from the Company’s cash on hand. The final purchase price adjustment of $2,915, included in accounts payable as of July 31, 2014, was based on a final determination of actual net working capital as of the May 1, 2014 closing date and was paid during the first quarter of fiscal 2015. KZ operates as an independent operation in the same manner as the Company’s existing recreational vehicle subsidiaries and is aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased KZ to expand its towable recreational vehicle market share and supplement its existing towable RV product offerings and dealer base.

The following table summarizes the final fair values assigned to the KZ net assets acquired, which are based on internal and independent external valuations:

Cash	$	996
Other current assets		34,121
Property, plant and equipment		15,057
Dealer network		13,160
Trademarks		5,540
Non-compete agreements		450
Backlog		420
Goodwill		2,703
Current liabilities		(16,127	)
Total fair value of net assets acquired		56,320
Less cash acquired		(996	)
Total cash consideration for acquisition, less cash acquired	$	55,324

On the acquisition date, amortizable intangible assets had a weighted average useful life of 13.9 years. The dealer network was valued based on the Discounted Cash Flow Method and is amortized on an accelerated basis over 12 years. The trademarks were valued on the Relief from Royalty Method and are amortized on a straight line basis over 20 years. The non-compete agreements and backlog were both valued based on the Discounted Cash Flow Method, and the non-compete agreements are amortized on a straight line basis over 5 years while the backlog was amortized on a straight line basis over 2 months. Goodwill is deductible for tax purposes.

Bison Coach

On October 31, 2013, the Company closed on an Asset Purchase Agreement with Bison Coach, LLC for the acquisition of its net operating assets for initial cash consideration of $16,718, subject to adjustment, which was funded entirely from the Company’s cash on hand. The purchase price adjustment, which was based on a final determination of net assets, was finalized in the third quarter of fiscal 2014 and required an additional cash payment of $196, resulting in total cash consideration of $16,914. As a result of this acquisition, the Company formed a new entity, Bison Coach (“Bison”), which is aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased the net assets of Bison Coach, LLC to supplement its existing product offerings with Bison’s equestrian products with living quarters.

The following table summarizes the final fair values assigned to the Bison net assets acquired, which are based on internal and independent external valuations:

Current assets	$	4,050
Property, plant and equipment		625
Dealer network		7,400
Trademarks		1,800
Backlog		140
Goodwill		6,660
Current liabilities		(3,761	)
Total fair value of net assets acquired	$	16,914

On the acquisition date, amortizable intangible assets had a weighted average useful life of 13.3 years. The dealer network was valued based on the Discounted Cash Flow Method and is amortized on an accelerated cash flow basis over 12 years. The trademarks were valued on the Relief from Royalty Method and are amortized on a straight line basis over 20 years. Backlog was valued based on the Discounted Cash Flow Method and was amortized on a straight line basis over 6 weeks. Goodwill is deductible for tax purposes.

Livin’ Lite RV, Inc.

On August 30, 2013, the Company closed on an Asset Purchase Agreement with Livin’ Lite Corp. for the acquisition of its net operating assets for aggregate cash consideration of $16,769, net of cash acquired, which was funded entirely from the Company’s cash on hand. As a result of this acquisition, the Company formed a new entity, Livin’ Lite RV, Inc. (“Livin’ Lite”), which is aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased the Livin’ Lite Corp. operating assets to expand its recreational vehicle market share and complement its existing brands with Livin’ Lite’s advanced lightweight product offerings.

The following table summarizes the final fair values assigned to the Livin’ Lite net assets acquired, which are based on internal and independent external valuations:

Cash	$	247
Other current assets		3,626
Property, plant and equipment		137
Dealer network		3,200
Trademarks		1,500
Design technology assets		1,100
Non-compete agreements		130
Backlog		110
Goodwill		9,113
Current liabilities		(2,147	)
Total fair value of net assets acquired		17,016
Less cash acquired		(247	)
Total cash paid for acquisition, less cash acquired	$	16,769

On the acquisition date, amortizable intangible assets had a weighted average useful life of 10.2 years. The dealer network was valued based on the Discounted Cash Flow Method and is amortized on an accelerated cash flow basis over 8 years. The trademarks were valued on the Relief from Royalty Method and are amortized on a straight line basis over 20 years. The design technology assets were valued on the Relief from Royalty Method and are amortized on a straight line basis over 5 years. The non-compete agreements and backlog were both valued based on the Discounted Cash Flow Method, and the non-compete agreements are amortized on a straight line basis over 2 years while the backlog was amortized on a straight line basis over 6 weeks. Goodwill is deductible for tax purposes.

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jan. 31, 2015	Jul. 31, 2014
Allowance for doubtful accounts	$ 365	$ 348
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	62,301,037	62,210,429
Treasury, shares	8,911,474	8,880,877

XML

Product Warranties

6 Months Ended

Jan. 31, 2015

Product Warranties

12. Product Warranties

The Company generally provides retail customers of its products with a one-year warranty covering defects in material or workmanship, with longer warranties of up to five years on certain structural components. The Company records a liability based on its best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Factors used 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. Management believes that the warranty reserves are adequate. However, actual claims incurred could differ from estimates, requiring adjustments to the reserves. Warranty reserves are reviewed and adjusted as necessary on at least a quarterly basis.

Changes in our product warranty reserves are as follows:

	Three Months Ended January 31,						Six Months Ended January 31,
	2015			2014			2015			2014
Beginning balance	$	97,640		$	86,530		$	94,938		$	84,250
Provision		26,769			18,701			56,230			41,193
Payments		(27,025	)		(21,097	)		(53,784	)		(41,918	)
Acquisitions		4,664			—			4,664			609
Ending balance	$	102,048		$	84,134		$	102,048		$	84,134

XML

Document and Entity Information	6 Months Ended
	Jan. 31, 2015	Feb. 28, 2015
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jan. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Trading Symbol	THO
Entity Registrant Name	THOR INDUSTRIES INC
Entity Central Index Key	0000730263
Current Fiscal Year End Date	--07-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		53,389,563

XML

Provision for Income Taxes

6 Months Ended

Jan. 31, 2015

Provision for Income Taxes

13. Provision for Income Taxes

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current period 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 our financial statements or tax returns. Fluctuations in the actual outcome of these tax consequences could materially impact our financial position or results of operations.

The Company recognizes liabilities for uncertain tax positions based on a two-step process. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step requires the Company to estimate and measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. It is inherently difficult and subjective to estimate such amounts, as the probability of various possible outcomes must be determined. These uncertain tax positions are re-evaluated on a quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit, voluntary settlements and new audit activity. Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the tax provision.

The overall effective income tax rate for the three months ended January 31, 2015 was 31.4% compared with 28.0% for the three months ended January 31, 2014. The primary reason for the increase in the effective income tax rate is due to uncertain tax benefits that settled favorably in the three months ended January 31, 2014 while no such settlements occurred in the three months ended January 31, 2015. For the three months ended January 31, 2015, the Company recorded a tax benefit from the retroactive reinstatement of the federal research and development credit and other credits that were enacted on December 19, 2014.

The overall effective income tax rate for the six months ended January 31, 2015 was 31.1% compared with 31.6% for the six months ended January 31, 2014. The primary reason for the decrease in the effective income tax rate was the retroactive reinstatement of the federal research and development credit and other credits that occurred during the six months ended January 31, 2015. In addition, the effective income tax rates for the fiscal 2014 and fiscal 2015 periods were both impacted, to a similar extent, by various uncertain tax benefits that settled favorably.

It is the Company’s policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense. For the six months ended January 31, 2015, the Company released $4,506 of gross uncertain tax positions and related interest and penalties recorded at July 31, 2014 related to the effective settlement of various uncertain tax positions, which resulted in a net income tax benefit of $2,387. The Company accrued $293 in interest and penalties related to the remaining uncertain tax positions recorded at July 31, 2014 and recorded $90 of additional uncertain tax benefit reserve related to previous tax periods. For the three months ended January 31, 2015, the Company recorded $90 of additional uncertain tax benefit reserve related to previous tax periods and accrued $147 in interest and penalties.

The Company anticipates a decrease of approximately $2,560 in unrecognized tax benefits, and $385 in accrued interest and penalties related to unrecognized tax benefits recorded as of January 31, 2015, within the next 12 months from expected settlements or payments of uncertain tax positions and lapses of the applicable statutes of limitations. In addition, the Company is currently in the process of pursuing a variety of settlement alternatives with taxing authorities. It is reasonably possible that some of these settlements could be finalized in the next 12 months. If these settlements are finalized within the next 12 months, the gross unrecognized tax benefits may decrease between $100 and $2,700 and related accrued interest and penalties may decrease between $150 and $1,200. It is reasonably possible that some of these settlements will result in cash payments by the Company. Actual results may differ from these estimates.

Generally, fiscal years 2012 and 2013 remain open for federal income tax purposes and fiscal years 2011, 2012 and 2013 remain open for state and foreign income tax purposes. The Company and its subsidiaries file a consolidated U.S. federal income tax return and multiple state income tax returns. The Company is currently being audited by the state of Indiana for tax years ended July 31, 2008, 2009 and 2010 and the state of Illinois for tax years ended July 31, 2011 and 2012. During the three months ended January 31, 2015, the Company settled its Oregon audit for July 31, 2011, 2012 and 2013 for a nominal amount. The Company believes it has adequately reserved for its potential exposure to additional payments for uncertain tax positions related to its Indiana and Illinois income tax returns in its liability for unrecognized tax benefits.

XML

Condensed Consolidated Statements of Income and Comprehensive Income (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014
Net sales	$ 852,416	$ 635,330	$ 1,774,408	$ 1,435,293
Cost of products sold	750,416	565,003	1,554,743	1,259,783
Gross profit	102,000	70,327	219,665	175,510
Selling, general and administrative expenses	54,302	43,766	112,291	92,107
Amortization of intangible assets	3,967	3,226	7,656	6,064
Impairment charges				710
Interest income	340	391	707	901
Interest expense	1	2	1	7
Other income, net	67	178	419	820
Income from continuing operations before income taxes	44,137	23,902	100,843	78,343
Income taxes	13,870	6,684	31,375	24,731
Net income from continuing operations	30,267	17,218	69,468	53,612
Income (loss) from discontinued operations, net of income taxes	(1,619)	(1,026)	(1,895)	3,688
Net income	28,648	16,192	67,573	57,300
Weighted average common shares outstanding:
Basic	53,377,440	53,289,626	53,355,757	53,247,315
Diluted	53,458,531	53,353,027	53,444,730	53,326,251
Earnings per common share from continuing operations:
Basic	$ 0.57	$ 0.32	$ 1.30	$ 1.01
Diluted	$ 0.57	$ 0.32	$ 1.30	$ 1.01
Earnings (loss) per common share from discontinued operations:
Basic	$ (0.03)	$ (0.02)	$ (0.03)	$ 0.07
Diluted	$ (0.03)	$ (0.02)	$ (0.04)	$ 0.06
Earnings per common share:
Basic	$ 0.54	$ 0.30	$ 1.27	$ 1.08
Diluted	$ 0.54	$ 0.30	$ 1.26	$ 1.07
Net income	28,648	16,192	67,573	57,300
Unrealized appreciation on investments, net of income tax				22
Comprehensive income	$ 28,648	$ 16,192	$ 67,573	$ 57,322
Regular Dividend
Earnings per common share:
Dividends paid per common share	$ 0.27	$ 0.23	$ 0.54	$ 0.46
Special Dividend
Earnings per common share:
Dividends paid per common share	$ 0.00	$ 1.00	$ 0.00	$ 1.00

XML

Property, Plant and Equipment

6 Months Ended

Jan. 31, 2015

Property, Plant and Equipment

7. Property, Plant and Equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation, and consists of the following:

	January 31, 2015			July 31, 2014
Land	$	24,541		$	21,592
Buildings and improvements		188,738			175,611
Machinery and equipment		77,046			76,298
Total cost		290,325			273,501
Less accumulated depreciation		(107,168	)		(103,639	)
Property, plant and equipment, net	$	183,157		$	169,862

During the quarter ended October 31, 2013, the Company determined it was more likely than not that certain long-lived assets, consisting of certain RV facilities, would be sold or altered before the end of their previously estimated useful life. Therefore, the Company performed impairment assessments over these facilities using a discounted cash flow model and Level 3 inputs as defined by ASC 820 to determine whether an impairment existed. As a result of these assessments, a non-cash impairment charge of $710 was recognized in the quarter ended October 31, 2013.

XML

Inventories

6 Months Ended

Jan. 31, 2015

Inventories

6. Inventories

Major classifications of inventories are:

	January 31, 2015			July 31, 2014
Raw materials	$	131,915		$	122,150
Chassis		51,947			45,231
Work in process		51,411			49,537
Finished goods		38,067			27,424
Total		273,340			244,342
Excess of FIFO costs over LIFO costs		(28,923	)		(27,988	)
Total inventories	$	244,417		$	216,354

Of the $273,340 and $244,342 of inventories at January 31, 2015 and July 31, 2014, all but $51,588 and $36,096, respectively, at certain subsidiaries were valued on a last-in, first-out basis. The $51,588 and $36,096 of inventories were valued on a first-in, first-out method.

XML

Discontinued Operations (Tables)

6 Months Ended

Jan. 31, 2015

Operating Results of Discontinued Operations

The following table summarizes the results of discontinued operations:

	Three Months Ended January 31,				Six Months Ended January 31,
Discontinued Operations:	2015		2014		2015		2014
Net sales	$	—	$	—	$	—	$	83,903
Operating loss of discontinued operations	$	(2,564)	$	(1,131)	$	(2,999)	$	(4,564)
Pre-tax gain (loss) on disposal of discontinued business		—		(746)		—		7,079
Income (loss) before income taxes		(2,564)		(1,877)		(2,999)		2,515
Income tax benefit		(945)		(851)		(1,104)		(1,173)
Income (loss) from discontinued operations, net of taxes	$	(1,619)	$	(1,026)	$	(1,895)	$	3,688

XML

Contingent Liabilities and Commitments

6 Months Ended

Jan. 31, 2015

Contingent Liabilities and Commitments

14. Contingent Liabilities and Commitments

The Company is contingently liable under terms of repurchase agreements with financial institutions providing inventory financing for certain dealers of certain of its products. These arrangements, which are customary in the industry, provide for the repurchase of products sold to dealers in the event of default by the dealer on the agreement to pay the financial institution. The repurchase price is generally determined by the original sales price of the product and pre-defined curtailment arrangements. The Company typically resells the repurchased product at a discount from its repurchase price. The risk of loss from these agreements is spread over numerous dealers. In addition to the guarantee under these repurchase agreements, we may also be required to repurchase inventory relative to dealer terminations in certain states in accordance with state laws or regulatory requirements. The repurchase activity related to dealer terminations in certain states has been insignificant in relation to our repurchase obligation with financial institutions.

The Company’s total commercial commitments under standby repurchase obligations on dealer inventory financing as of January 31, 2015 and July 31, 2014 were $1,496,008 and $1,226,650, respectively. The commitment term is primarily up to eighteen months.

The Company accounts for the guarantee under repurchase agreements of dealers’ financing by deferring a portion of the related product sale that represents the estimated fair value of the guarantee at inception. The estimated fair value takes into account an estimate of the losses that may be incurred upon resale of any repurchases. This estimate is based on recent historical experience supplemented by the Company’s assessment of current economic and other conditions affecting its dealers. This deferred amount is included in the repurchase and guarantee reserve balances of $4,690 and $3,948 as of January 31, 2015 and July 31, 2014, respectively, which are included in other current liabilities on the Condensed Consolidated Balance Sheets.

The table below reflects losses incurred related to repurchase agreements that were settled in the periods noted. The Company believes that any future losses under these agreements will not have a significant effect on the Company’s consolidated financial position, results of operations or cash flows.

	Three Months Ended January  31,				Six Months Ended January 31,
	2015		2014		2015		2014
Cost of units repurchased	$	4,582	$	326	$	6,227	$	449
Realization of units resold		3,721		289		5,161		390
Losses due to repurchase	$	861	$	37	$	1,066	$	59

Legal Matters

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

XML

Loan Transactions and Related Notes Receivable

6 Months Ended

Jan. 31, 2015

Loan Transactions and Related Notes Receivable

10. Loan Transactions and Related Notes Receivable

In January 2009, we entered into two credit agreements, for $10,000 each, with Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Stephen Adams Living Trust (the “Trust” and, together with each of the foregoing persons, the “January 2009 Loan Borrowers”). The final principal and interest payments on the first agreement were received in the second quarter of fiscal 2014 and the final principal and interest payments on the second agreement were received in fiscal 2012.

In December 2009, we entered into a $10,000 credit agreement with Marcus Lemonis, Stephen Adams, in his individual capacity, and Stephen Adams and his successors, as trustee under the Trust (collectively, the “December 2009 Loan Borrowers”), and later modified in December 2012, pursuant to which $6,000 of original principal is outstanding as of January 31, 2015 with the final payment due on August 30, 2015. All payments of principal and interest due to date have been paid in full.

The January 2009 and December 2009 Loan Borrowers own, directly or indirectly, a controlling interest in FreedomRoads Holding Company, LLC, the parent company of FreedomRoads, the Company’s largest dealer.

XML

Intangible Assets and Goodwill

6 Months Ended

Jan. 31, 2015

Intangible Assets and Goodwill

8. Intangible Assets and Goodwill

The components of amortizable intangible assets are as follows:

	Weighted Average Remaining Life in Years at January 31, 2015	January 31, 2015				July 31, 2014
		Cost		Accumulated Amortization		Cost		Accumulated Amortization
Dealer networks	9	$	105,260	$	32,137	$	90,760	$	27,102
Trademarks	20		49,282		6,438		43,882		5,479
Design technology and other intangibles	10		22,850		7,277		23,070		6,775
Non-compete agreements	2		4,710		3,773		4,710		3,283
Total amortizable intangible assets		$	182,102	$	49,625	$	162,422	$	42,639

Dealer networks are primarily amortized on an accelerated basis. Trademarks, design technology and other intangibles and non-compete agreements are amortized on a straight-line basis. The increase in amortizable intangible assets since July 31, 2014 is due to the acquisition of CRV and DRV, as more fully described in Note 2 to the Condensed Consolidated Financial Statements.

Estimated annual amortization expense is as follows:

For the fiscal year ending July 31, 2015	$	15,238
For the fiscal year ending July 31, 2016		15,161
For the fiscal year ending July 31, 2017		15,123
For the fiscal year ending July 31, 2018		14,057
For the fiscal year ending July 31, 2019		12,687
For the fiscal year ending July 31, 2020		11,614
For the fiscal year ending July 31, 2021 and thereafter		56,253
	$	140,133

The change in the carrying value of goodwill from July 31, 2014 to January 31, 2015 is as follows:

Balance at July 31, 2014	$	256,579
Acquisition of towables business		12,601
Balance at January 31, 2015	$	269,180

All of the recorded goodwill at January 31, 2015 and July 31, 2014 resides in the towable recreational vehicle segment.

Goodwill is not subject to amortization, but instead is reviewed for impairment by applying a fair-value based test to the Company’s reporting units on an annual basis as of April 30, or more frequently if events or circumstances indicate a potential impairment. The Company’s reporting units are generally the same as its operating segments, which are identified in Note 4 to the Condensed Consolidated Financial Statements. Fair values are generally determined by a discounted cash flow model. These estimates are subject to significant management judgment, including the determination of many factors such as sales growth rates, gross margin patterns, cost growth rates, terminal value assumptions and discount rates, and therefore largely represent Level 3 inputs as defined by ASC 820. Changes in these estimates can have a significant impact on the determination of cash flows and fair value and could potentially result in future material impairments.

XML

Concentration of Risk

6 Months Ended

Jan. 31, 2015

Concentration of Risk

9. Concentration of Risk

One dealer, FreedomRoads, LLC (“FreedomRoads”), accounted for 14% and 16% of the Company’s continuing consolidated net sales for the six months ended January 31, 2015 and the six months ended January 31, 2014, respectively. This dealer also accounted for 17% of the Company’s consolidated trade accounts receivable at January 31, 2015 and 21% at July 31, 2014. The loss of this dealer could have a significant effect on the Company’s business.

XML

Investments and Fair Value Measurements

6 Months Ended

Jan. 31, 2015

Investments and Fair Value Measurements

11. Investments and Fair Value Measurements

The Company assesses the inputs used to measure the fair value of certain assets and liabilities using a three level hierarchy as prescribed in ASC 820. Level 1 inputs include quoted prices in active markets for identical assets or liabilities and are the most observable. Level 2 inputs include inputs other than Level 1 that are either directly or indirectly observable, such as quoted market prices for similar but not identical assets or liabilities, quoted prices in inactive markets or other inputs that can be corroborated by observable market data. Level 3 inputs are not observable, are supported by little or no market activity and include management’s judgments about the assumptions market participants would use in pricing the asset or liability.

The Company carries at fair value its investments in securities (primarily in mutual funds) held for the benefit of certain employees of the Company as part of a deferred compensation plan—measured with Level 1 inputs. Deferred compensation plan asset balances of $9,495 and $8,973 were recorded as of January 31, 2015 and July 31, 2014, respectively, as components of other long-term assets in the Condensed Consolidated Balance Sheets. An equal and offsetting liability was also recorded in regards to the deferred compensation plan as a component of other long-term liabilities in the Condensed Consolidated Balance Sheets. Changes in the fair value of the plan assets and the related liability are both reflected in the Condensed Consolidated Statements of Income and Comprehensive Income.

XML

Summary of Final Fair Value Assigned to Net Assets Acquired (Detail) (USD $) In Thousands, unless otherwise specified	6 Months Ended		0 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Aug. 30, 2013	May 01, 2014	Jan. 05, 2015	Jul. 31, 2014	Oct. 31, 2013
Business Acquisition [Line Items]
Goodwill	$ 269,180					$ 256,579
Total cash consideration for acquisition, less cash acquired	49,265	33,487
Bison
Business Acquisition [Line Items]
Current assets							4,050
Property, plant and equipment							625
Goodwill							6,660
Current liabilities							(3,761)
Total fair value of net assets acquired							16,914
Bison | Dealer Networks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset							7,400
Bison | Trademarks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset							1,800
Bison | Backlog
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset							140
Livin' Lite
Business Acquisition [Line Items]
Cash			247
Other current assets			3,626
Property, plant and equipment			137
Goodwill			9,113
Current liabilities			(2,147)
Total fair value of net assets acquired			17,016
Less cash acquired			(247)
Total cash consideration for acquisition, less cash acquired			16,769
Livin' Lite | Dealer Networks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset			3,200
Livin' Lite | Trademarks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset			1,500
Livin' Lite | Backlog
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset			110
Livin' Lite | Design Technology Assets
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset			1,100
Livin' Lite | Non-Compete Agreements
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset			130
K.Z. Inc.
Business Acquisition [Line Items]
Cash				996
Other current assets				34,121
Property, plant and equipment				15,057
Goodwill				2,703
Current liabilities				(16,127)
Total fair value of net assets acquired				56,320
Less cash acquired				(996)
Total cash consideration for acquisition, less cash acquired				55,324
K.Z. Inc. | Dealer Networks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset				13,160
K.Z. Inc. | Trademarks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset				5,540
K.Z. Inc. | Backlog
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset				420
K.Z. Inc. | Non-Compete Agreements
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset				450
Cruiser RV, LLC and DRV, LLC
Business Acquisition [Line Items]
Cash					1,062
Other current assets					22,099
Property, plant and equipment					4,500
Goodwill					12,601
Current liabilities					(13,200)
Total fair value of net assets acquired					47,412
Less cash acquired					(1,062)
Total cash consideration for acquisition, less cash acquired					46,350
Cruiser RV, LLC and DRV, LLC | Dealer Networks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset					14,500
Cruiser RV, LLC and DRV, LLC | Trademarks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset					5,400
Cruiser RV, LLC and DRV, LLC | Backlog
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset					$ 450

XML

Investments and Fair Value Measurements - Additional Information (Detail) (Level 1, USD $) In Thousands, unless otherwise specified	Jan. 31, 2015	Jul. 31, 2014
Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments under employees deferred compensation plan	$ 9,495	$ 8,973

XML

Nature of Operations and Accounting Policies (Policies)

6 Months Ended

Jan. 31, 2015

Nature of Operations

Nature of Operations

Thor Industries, Inc. was founded in 1980 and, through its subsidiaries (the “Company”), manufactures a wide range of recreational vehicles (“RVs”) at various manufacturing facilities located primarily in Indiana and Ohio. These products are sold to independent dealers primarily throughout the United States and Canada. Unless the context otherwise requires or indicates, all references to “Thor”, the “Company”, “we”, “our” and “us” refer to Thor Industries, Inc. and its subsidiaries.

The Company’s core business activities are comprised of two distinct operations, which include the design, manufacture and sale of both towable recreational vehicles and motorized recreational vehicles. Accordingly, the Company has presented segment financial information for these two segments in Note 4 to the Condensed Consolidated Financial Statements. See Note 3, “Discontinued Operations,” in the Notes to the Condensed Consolidated Financial Statements for a description of the Company’s bus operations which were sold during the three months ended October 31, 2013. Accordingly, the accompanying financial statements (including footnote disclosures unless otherwise indicated) reflect these bus operations as discontinued operations apart from the Company’s continuing recreational vehicle operations.

The July 31, 2014 amounts are derived 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 cash flows for the interim periods presented have been made. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014. Due to seasonality within the recreational vehicle industry, annualizing the results of operations for the six months ended January 31, 2015 would not necessarily be indicative of the results for a full fiscal year.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Key estimates include reserves for inventory, incurred but not reported medical claims, warranty claims, recall liabilities, workers’ compensation claims, vehicle repurchases, uncertain tax positions, product and non-product litigation and fair value determinations made for both intangible assets acquired and asset impairment assessments. The Company bases its estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. The Company believes that such estimates are made using consistent and appropriate methods. Actual results could differ from these estimates.

Accounting Pronouncements

Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-08 (“ASU 2014-08”) “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. Under the new guidance, the disposal of a component or group of components of a business will be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. For the Company, ASU 2014-08 is effective for disposals (or classifications as held for sale) of components that first occur after July 31, 2015. Early adoption is permitted, but only for disposals that have not been reported in financial statements previously issued. The impact to the Company will depend on future disposals.

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606),” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This standard will supersede most current revenue recognition guidance. Under the new standard, entities are required to identify the contract with a customer, identify the separate performance obligations in the contract, determine the transaction price, allocate the transaction price to the separate performance obligations in the contract and recognize the appropriate amount of revenue when (or as) the entity satisfies each performance obligation. The standard is effective for fiscal years, and the interim periods within those years, beginning on or after December 15, 2016, and is therefore effective for the Company in its fiscal year 2018 beginning on August 1, 2017. Entities have the option of using either retrospective transition or a modified approach in applying the new standard. The Company is currently evaluating the approach it will use to apply the new standard and the impact that the adoption of the new standard will have on the Company’s consolidated financial statements.

XML

Inventories (Tables)

6 Months Ended

Jan. 31, 2015

Schedule of Major Classifications of Inventories

Major classifications of inventories are:

	January 31, 2015			July 31, 2014
Raw materials	$	131,915		$	122,150
Chassis		51,947			45,231
Work in process		51,411			49,537
Finished goods		38,067			27,424
Total		273,340			244,342
Excess of FIFO costs over LIFO costs		(28,923	)		(27,988	)
Total inventories	$	244,417		$	216,354

XML

Concentration of Risk - Additional Information (Detail) (Freedom Roads, LLC)	6 Months Ended		12 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jul. 31, 2014
Net Sales
Concentration Risk [Line Items]
Concentration risk percentage	14.00%	16.00%
Accounts Receivable
Concentration Risk [Line Items]
Concentration risk percentage	17.00%		21.00%

XML

Earnings Per Common Share - Additional Information (Detail)	3 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive stock options, unvested restricted stock and restricted stock units outstanding	14,048	12,064

XML

Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jan. 31, 2015	Jan. 31, 2014
Cash flows from operating activities:
Net income	$ 67,573	$ 57,300
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	6,788	6,393
Amortization of intangible assets	7,656	6,128
Impairment charges		710
Deferred income tax provision (benefit)	(1,679)	4,102
Gain on disposal of bus business		(7,079)
Gain on disposition of property, plant and equipment	(78)	(40)
Stock-based compensation expense	3,327	2,648
Excess tax benefits from stock-based awards	(114)	(796)
Changes in assets and liabilities (excluding acquisitions and disposition):
Accounts receivable	(17)	30,249
Inventories	(15,477)	(67,997)
Prepaid income taxes, expenses and other	(10,391)	(14,550)
Accounts payable	10,120	(7,159)
Accrued liabilities	(12,139)	(22,772)
Other liabilities	(2,407)	(4,982)
Net cash provided by (used in) operating activities	53,162	(17,845)
Cash flows from investing activities:
Purchases of property, plant and equipment	(16,161)	(12,671)
Proceeds from dispositions of property, plant and equipment	41	561
Proceeds from dispositions of investments		700
Proceeds from notes receivable	1,400	6,425
Proceeds from sale of bus business		100,000
Acquisitions, net of cash acquired	(49,265)	(33,487)
Other	15	340
Net cash provided by (used in) investing activities	(63,970)	61,868
Cash flows from financing activities:
Regular cash dividends paid	(28,824)	(24,510)
Special cash dividend paid		(53,290)
Excess tax benefits from stock-based awards	114	796
Proceeds from issuance of common stock		2,491
Payments related to vesting of stock-based awards	(1,562)	(1,251)
Net cash used in financing activities	(30,272)	(75,764)
Net decrease in cash and cash equivalents	(41,080)	(31,741)
Cash and cash equivalents, beginning of period	289,336	236,601
Cash and cash equivalents, end of period	248,256	204,860
Supplemental cash flow information:
Income taxes paid	59,547	54,698
Interest paid	1	132
Non-cash transactions:
Capital expenditures in accounts payable	220	811
Other accounts receivable from disposal of bus business		$ 5,043

XML

Earnings Per Common Share

6 Months Ended

Jan. 31, 2015

Earnings Per Common Share

5. Earnings Per Common Share

	Three Months Ended January 31,				Six Months Ended January 31,
	2015		2014		2015		2014
Weighted average common shares outstanding for basic earnings per share		53,377,440		53,289,626		53,355,757		53,247,315
Stock options, unvested restricted stock and restricted stock units		81,091		63,401		88,973		78,936
Weighted average common shares outstanding for diluted earnings per share		53,458,531		53,353,027		53,444,730		53,326,251

The Company excludes stock options, unvested restricted stock and restricted stock units that have an antidilutive effect from its calculation of weighted average shares outstanding assuming dilution. At January 31, 2015 and 2014, the Company had 14,048 and 12,064, respectively, of stock options, unvested restricted stock and restricted stock units outstanding which were excluded from this calculation as their effect would be antidilutive.

XML

Schedule of Change in Retained Earnings (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014
Retained Earnings Adjustments [Line Items]
Beginning Balance			$ 1,030,428
Net income	28,648	16,192	67,573	57,300
Dividends declared and paid			(28,824)
Ending Balance	$ 1,069,177		$ 1,069,177

XML

Property, Plant and Equipment (Tables)

6 Months Ended

Jan. 31, 2015

Property, Plant and Equipment

Property, plant and equipment is stated at cost, net of accumulated depreciation, and consists of the following:

	January 31, 2015			July 31, 2014
Land	$	24,541		$	21,592
Buildings and improvements		188,738			175,611
Machinery and equipment		77,046			76,298
Total cost		290,325			273,501
Less accumulated depreciation		(107,168	)		(103,639	)
Property, plant and equipment, net	$	183,157		$	169,862

XML

Schedule of Segment Reporting Information by Segment (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jan. 31, 2015	Jan. 31, 2014	Jan. 31, 2015	Jan. 31, 2014
Segment Reporting Information [Line Items]
Net sales	$ 852,416	$ 635,330	$ 1,774,408	$ 1,435,293
Income (loss) from continuing operations before income taxes	44,137	23,902	100,843	78,343
Recreation Vehicles
Segment Reporting Information [Line Items]
Income (loss) from continuing operations before income taxes	52,187	30,108	116,587	89,175
Recreation Vehicles | Towables
Segment Reporting Information [Line Items]
Income (loss) from continuing operations before income taxes	40,320	18,915	89,619	64,539
Recreation Vehicles | Motorized
Segment Reporting Information [Line Items]
Income (loss) from continuing operations before income taxes	11,867	11,193	26,968	24,636
Corporate
Segment Reporting Information [Line Items]
Income (loss) from continuing operations before income taxes	(8,050)	(6,206)	(15,744)	(10,832)
Continuing Operations | Recreation Vehicles
Segment Reporting Information [Line Items]
Net sales	852,416	635,330	1,774,408	1,435,293
Continuing Operations | Recreation Vehicles | Towables
Segment Reporting Information [Line Items]
Net sales	675,090	472,474	1,374,868	1,095,327
Continuing Operations | Recreation Vehicles | Motorized
Segment Reporting Information [Line Items]
Net sales	$ 177,326	$ 162,856	$ 399,540	$ 339,966

XML

Stockholders' Equity

6 Months Ended

Jan. 31, 2015

Stockholders' Equity

15. Stockholders’ Equity

Stock-Based Compensation

During fiscal 2013, the Compensation and Development Committee of the Board (“the Committee”) approved a program to award restricted stock units to certain employees at the operating subsidiary and corporate levels. The first awards under this program were granted in the first quarter of fiscal 2013 related to fiscal 2012 performance. The Committee approved additional awards that were granted in fiscal 2014 related to fiscal year 2013 performance and approved additional awards that were granted in fiscal 2015 related to fiscal 2014 performance. The employee restricted stock units vest, and shares of common stock will be issued, in equal installments on the first, second and third anniversaries of the date of grant. Starting in fiscal 2013, and again in fiscal 2014 and fiscal 2015, the Nominating and Governance Committee of the Board awarded restricted stock units to Board members that will vest, and shares of common stock will be issued, on the first anniversary of the date of the grant.

Total expense recognized in the three months ended January 31, 2015 and January 31, 2014 for these restricted stock unit awards and other stock based compensation was $1,762 and $1,272, respectively, related entirely to continuing operations in both periods. Total expense recognized in the six months ended January 31, 2015 and January 31, 2014 for these restricted stock unit awards and other stock based compensation was $3,327 and $2,648, respectively, which included $0 and $480, respectively, related to discontinued operations.

For the restricted stock units that vested during the six month periods ended January 31, 2015 and January 31, 2014, a certain portion of the vested shares awarded were withheld as treasury shares to cover the recipients’ estimated withholding taxes. Tax payments made by the Company related to stock-based awards for the six months ended January 31, 2015 and January 31, 2014 totaled $1,562 and $1,251, respectively.

Retained Earnings

The components of the change in retained earnings are as follows:

Balance as of July 31, 2014	$	1,030,428
Net income		67,573
Dividends declared and paid		(28,824	)
Balance as of January 31, 2015	$	1,069,177

The dividends declared and paid total of $28,824 represents the regular quarterly dividend of $0.27 per share for each of the first two quarters of fiscal 2015.