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THOR INDUSTRIES INC

For the period ended Jul 31, 2025. Filed Sep 24, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Sep 24, 2025

THO$82.00+1.5%Stored close · as of Nov 9, 2026

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Contents

Notes to the Consolidated Financial Statements as of and for the Years Ended July 31, 2025, 2024 and 2023

(All Dollar and Euro amounts are presented in thousands, except share and per share data or as otherwise specified)

  1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

The Company’s business activities are primarily comprised ofthree distinct operations, which include the design, manufacture and sale of North American Towable Recreational Vehicles, North American Motorized Recreational Vehicles and European Recreational Vehicles, with the European vehicles including both towable and motorized products as well as other RV-related products and services. Accordingly, the Company has presented financial information for these three segments in Note 2 to the Consolidated Financial Statements.

Principles of Consolidation – The accompanying Consolidated Financial Statements include the accounts of THOR Industries, Inc. and its subsidiaries. The Company consolidates all majority-owned subsidiaries, and all intercompany balances and transactions are eliminated upon consolidation. The results of any companies acquired during a year are included in the consolidated financial statements for the applicable year from the effective date of the acquisition.

Estimates – 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 the valuation of acquired assets and liabilities, reserves for inventory, incurred but not reported medical claims, warranty claims, dealer promotional accruals, workers’ compensation claims, vehicle repurchases, uncertain tax positions, product and non-product litigation and assumptions made in 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.

Cash and Cash Equivalents – Interest-bearing deposits and other investments with maturities of three months or less when purchased are considered cash equivalents. At July 31, 2025 and July 31, 2024, cash and cash equivalents of $329,358 and $318,918, respectively, were held by one U.S. financial institution. In addition, at July 31, 2025 and July 31, 2024, the equivalent of $121,092 and $90,816, respectively, was held in Euros by one European financial institution. The Company is exposed to credit risk in the event of default by a financial institution holding cash in excess of federally insured limits. The Company mitigates risk by using large financial institutions and short-term money market instruments that are direct obligations of the U.S. Treasury and/or repurchase agreements backed by U.S. Treasury obligations. The Company has not experienced any realized losses on its cash and cash equivalents.

Derivatives – The Company uses derivative financial instruments to manage its risk related to changes in foreign currency exchange rates and interest rates. The Company does not hold derivative financial instruments of a speculative nature or for trading purposes. The Company records all derivatives on the Consolidated Balance Sheet at fair value using available market information and other observable data. See Note 3 to the Consolidated Financial Statements for further discussion.

Fair Value of Financial Instruments – The fair value of long-term debt is discussed in Note 12 to the Consolidated Financial Statements.

Inventories – Inventories are primarily determined on the first-in, first-out (“FIFO”) basis, with the remainder on the last-in, first-out (“LIFO”) basis. Inventories are stated at the lower of cost or net realizable value, except for inventories determined based on LIFO, which are stated at the lower of cost or market value. Manufacturing costs included in inventory include materials, labor, freight-in and manufacturing overhead. Unallocated overhead and abnormal costs are expensed as incurred.

Depreciation – Property, plant and equipment are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the assets as follows:

Buildings and improvements –10 to 39 years

Machinery and equipment –3 to 10 years

Rental vehicles –6 years

Depreciation expense is recorded in cost of products sold, except for $25,420, $24,240 and $26,999 in fiscal 2025, 2024 and 2023, respectively, which relates primarily to office buildings and office equipment and is recorded in selling, general and administrative expenses.

Business Combinations – The Company accounts for the acquisition of a business using the acquisition method of accounting. Assets acquired and liabilities assumed, including amounts attributed to noncontrolling interests, are recorded at the acquisition date at their fair values. Assigning fair values requires the Company to make significant estimates and assumptions regarding the fair value of identifiable intangible assets, inventory, property, plant and equipment, deferred tax asset valuation allowances, and liabilities, such as uncertain tax positions and contingencies. The Company may refine these estimates, if necessary, over a period not to exceed one year from the acquisition date, by taking into consideration new information that, if known at the acquisition date, would have affected the fair values ascribed to the assets acquired and liabilities assumed.

Goodwill – Goodwill results from the excess of purchase price over the net assets of an acquired business. The Company’s reporting units are generally the same as its operating segments, which are identified in Note 2 to the Consolidated Financial Statements. Goodwill is not amortized but is tested for impairment annually as of May 31 of each fiscal year and whenever events or changes in circumstances indicate that an impairment may have occurred. If the carrying amount of a reporting unit exceeds its fair value, an impairment charge equal to that excess is recognized, not to exceed the amount of goodwill allocated to the reporting unit.

Long-lived Assets – Long-lived assets, such as property, plant and equipment and identifiable intangibles that are amortized, amongst others, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable from future cash flows. If the carrying value of a long-lived asset or asset group is impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset or asset group exceeds its fair value. Intangible assets consist of trademarks, dealer networks/customer relationships, design technology and non-compete agreements. Trademarks are amortized on a straight-line basis over 15 to 25 years. Dealer networks/customer relationships are amortized on an accelerated basis over 12 to 20 years, with amortization beginning after backlog amortization is completed, if applicable. Design technology and non-compete agreements are amortized using the straight-line method over 2 to 15 years.

Product Warranties – Estimated warranty costs are provided at the time of sale of the related products. See Note 11 to the Consolidated Financial Statements for further information.

Insurance Reserves – Generally, the Company is self-insured for workers’ compensation, products liability and group medical insurance. Upon the exhaustion of the applicable deductibles or retentions, the Company maintains insurance coverage. Under these plans, liabilities are recognized for claims incurred, including those incurred but not reported. The liability for workers’ compensation claims is determined by the Company with the assistance of a third-party administrator and actuary using various state statutes and historical claims experience. Group medical reserves are estimated using historical claims experience. The Company has established a liability for product liability and personal injury occurrences based on historical data, known cases and actuarial information.

Revenue Recognition – Revenue is recognized as performance obligations under the terms of contracts with customers are satisfied. The Company’s recreational vehicle and other sales contracts have a single performance obligation of providing the promised goods (recreational vehicles or component parts, as applicable), which is satisfied when control of the goods is transferred to the customer.

For recreational vehicle sales, the Company recognizes revenue when its performance obligation has been satisfied and control of the product is transferred to the dealer, which generally aligns with shipping terms. Shipping terms vary depending on regional contracting practices. U.S. customers primarily contract under FOB shipping point terms. European customers generally contract on ExWorks (“EXW”) incoterms (meaning the seller fulfills its obligation to deliver when it makes goods available at its premises, or another specified location, for the buyer to collect). Under EXW incoterms, the performance obligation is satisfied and control is transferred at the point when the customer is notified that the vehicle is available for pickup. Customers do not have a right of return. Most warranties provided are assurance-type warranties.

In addition to recreational vehicle sales, the Company also sells specialized component parts and aluminum extrusions to RV original equipment manufacturers and aftermarket sales through dealers and retailers. The Company’s European recreational vehicle reportable segment also sells accessory items and provides repair services through ourtwo owned dealerships. Each part or item represents a distinct performance obligation satisfied when control of the good is transferred to the customer. Service and repair contracts with customers are short term in nature and are recognized when the service is complete.

Revenue is measured as the amount of consideration to which the Company expects to be entitled in exchange for the Company’s products and services. The amount of revenue recognized includes adjustments for any variable consideration, such as sales discounts, sales allowances, promotions, rebates and other sales incentives which are included in the transaction price and allocated to each performance obligation based on the standalone selling price. The Company estimates variable consideration based on the expected value of total consideration to which customers are likely to be entitled to based primarily on historical experience and current market conditions. Included in the estimate is an assessment as to whether any variable consideration is constrained. Revenue estimates are adjusted at the earlier of a change in the expected value of consideration or when the consideration becomes fixed. During fiscal 2025, fiscal 2024 and fiscal 2023, adjustments to revenue from performance obligations satisfied in prior periods, which relate primarily to changes in estimated variable consideration, were immaterial.

Amounts billed to customers related to shipping and handling activities are included in net sales. The Company has elected to account for shipping and handling costs as fulfillment activities, and these costs are predominantly included in cost of products sold. We do not disclose information about the transaction price allocated to the remaining performance obligations at period end because our contracts generally have original expected durations of one year or less. In addition, we expense when incurred contract acquisition costs, primarily sales commissions, because the amortization period, which is aligned with the contract term, is one year or less.

Advertising Costs – Advertising costs, which includes trade shows, are expensed as incurred and were $78,352, $77,029 and $66,169 in fiscal 2025, 2024 and 2023, respectively.

Foreign Currency – The financial statements of the Company’s foreign operations with a functional currency other than the U.S. dollar are translated into U.S. dollars using the exchange rate at each balance sheet date for assets and liabilities, and, for revenues and expenses, the weighted-average exchange rate for each applicable period, and the resulting translation adjustments are recorded in Accumulated Other Comprehensive (Loss), net of tax. Transaction gains and losses from foreign currency exchange rate changes are recorded in Other income, net in the Consolidated Statements of Income and Comprehensive Income.

Repurchase Agreements – The Company is contingently liable under terms of repurchase agreements with financial institutions providing inventory financing for certain independent domestic and foreign dealers of certain of its RV products. See Note 14 to the Consolidated Financial Statements for further information.

Income Taxes – The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in our 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. The actual outcome of these future tax consequences could differ from our estimates and have a material impact on 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 Company has to determine the probability of various possible outcomes. The Company reevaluates these uncertain tax positions 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.

Judgment is required in determining the Company’s provision for income taxes, the Company’s deferred tax assets and liabilities and the valuation allowance recorded against the Company’s deferred tax assets. Valuation allowances must be considered due to the uncertainty of realizing deferred tax assets. The Company assesses whether valuation allowances should be established against our deferred tax assets on a tax jurisdictional basis based on the consideration of all available evidence, including cumulative income over recent periods, using a more likely than not standard.

Research and Development – Research and development costs are expensed when incurred and totaled $48,584, $49,380 and $36,592 in fiscal 2025, 2024 and 2023, respectively.

Stock-Based Compensation – The Company records compensation expense based on the fair value of stock-based awards, including restricted stock units and performance stock units, on a straight-line basis over the requisite service period, which is generally three years, while some stock-based awards use a graded vesting period. Stock-based compensation expense is recorded net of estimated forfeitures, which is based on historical forfeiture rates over the vesting period of employee awards.

Earnings Per Share – Basic earnings per common share (“EPS”) is computed by dividing net income attributable to THOR Industries, Inc. by the weighted-average number of common shares outstanding. Diluted EPS is computed by dividing net income attributable to THOR Industries, Inc. by the weighted-average number of common shares outstanding assuming dilution. The difference between basic EPS and diluted EPS is the result of unvested restricted stock units and performance stock units as follows:

202520242023
Weighted-average shares outstanding for basic earnings per share53,085,57753,248,48853,478,310
Unvested restricted stock units and performance stock units314,729438,889378,833
Weighted-average shares outstanding assuming dilution53,400,30653,687,37753,857,143

The Company excludes unvested restricted stock units and performance stock units that have an antidilutive effect from its calculation of weighted-average shares outstanding. Antidilutive unvested restricted stock units and performance stock units excluded from the July 31, 2025, July 31, 2024 and July 31, 2023 calculations were not material.

Accounting Pronouncements

Recently Adopted Accounting Standards

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update No. 2023-07 (“ASU 2023-07”) “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires additional disclosures about significant segment expenses regularly provided to the Chief Operating Decision Maker. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, or the annual report for fiscal 2025 for the Company, and interim periods within fiscal years beginning after December 15, 2024, or interim periods starting in fiscal 2026 for the Company. The Company adopted ASU 2023-07 effective July 31, 2025.

Recently Issued Accounting Standards Not Yet Adopted

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

In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” as updated by ASU 2025-01, “Income Statement — Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date”, issued in January 2025. This guidance provides updates to qualitative and quantitative disclosure requirements over the disaggregation of relevant expense captions within the income statement to provide more transparency and useful information on expenses within the income statement including tabular presentation of prescribed expense categories such as the purchases of inventory, employee compensation, depreciation, intangible asset amortization, and inclusion of other specific expense, gains and losses required by existing GAAP with reconciliation of disaggregation to the face of the income statement. This guidance is effective for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The guidance may be applied prospectively or retrospectively. This guidance will be effective for our fiscal year ending July 31, 2028. We are currently evaluating the impact the guidance may have on our consolidated financial statements.

  1. BUSINESS SEGMENTS

The Company’s Chief Operating Decision Maker ("CODM") is the President and Chief Executive Officer. The CODM uses net sales, gross profit and income (loss) before income taxes to measure performance of the Company’s segments, allocate resources and make operating decisions. The CODM regularly evaluates these financial measures compared to prior year and forecasted results. Income (loss) before income taxes is utilized during the Company’s budgeting and forecasting process to assess segment profitability and enable decision making regarding strategic initiatives, capital investments and other resources. The Company hasthree reportable segments, all related to recreational vehicles: (1) North American Towable Recreational Vehicles, (2) North American Motorized Recreational Vehicles and (3) European Recreational Vehicles.

The North American Towable Recreational Vehicles reportable segment consists of the following operating segments that have been aggregated: Airstream (towable), Heartland (which will be reported as a component of Jayco (towable) beginning in fiscal 2026), Jayco (towable), Keystone and KZ. The North American Motorized Recreational Vehicles reportable segment consists of the following operating segments that have been aggregated: Airstream (motorized), Jayco (motorized), Thor Motor Coach and the Tiffin Group. The European Recreational Vehicles reportable segment consists solely of the EHG business. EHG manufactures a full line of motorized and towable recreational vehicles, including motorcaravans, campervans, urban vehicles and caravans in nine primary RV production locations within Europe. EHG produces and sells numerous brands primarily within Europe, including Buccaneer, Buerstner, Carado, CrossCamp, Dethleffs, Elddis, Eriba, Etrusco, Hymer, Laika, LMC, Niesmann+Bischoff, Sunlight and Xplore. In addition, EHG’s operations include other RV-related products and services.

The operations of the Company’s Airxcel and Postle subsidiaries are included in “Other”. Net sales included in Other related primarily to the sale of specialized component parts and aluminum extrusions. Intercompany eliminations primarily adjust for Postle and Airxcel sales to the Company’s North American Towables and North American Motorized segments, which are consummated at established transfer prices generally consistent with the selling prices of products to third parties.

Corporate results include items such as corporate governance expenses, interest expense and other product development expenses.

Other expense (income) includes the gains or losses on the sales of fixed assets, foreign currency changes and equity method investment gains and losses, as well as market value changes in the Company's deferred compensation plan assets and other non-operational items such as insurance gains or losses as discussed in Note 19.

Total assets include those assets used in the operation of each reportable and non-reportable segment, and the Corporate assets consist primarily of cash and cash equivalents, deferred income taxes, deferred compensation plan assets, equity and other investments and certain Corporate real estate holdings primarily utilized by THOR’s U.S.-based operating subsidiaries.

The accounting policies of the reportable segments are the same as those described in Note 1 to the Consolidated Financial Statements.

The following tables summarize the Company's financial performance by reportable segment:

202520242023
NET SALES:
Recreational vehicles
North American Towable$3,784,666$3,679,671$4,202,628
North American Motorized2,175,6042,445,8503,314,170
Total North America5,960,2706,125,5217,516,798
European3,023,9613,364,9803,037,147
Total recreational vehicles8,984,2319,490,50110,553,945
Other859,609781,927777,639
Intercompany eliminations(264,350)(229,020)(209,979)
Total$9,579,490$10,043,408$11,121,605
202520242023
COST OF PRODUCTS SOLD:
Recreational vehicles
North American Towable$3,287,690$3,252,285$3,699,141
North American Motorized1,964,9702,168,0102,871,455
Total North America5,252,6605,420,2956,570,596
European2,563,6422,783,7692,531,803
Total recreational vehicles7,816,3028,204,0649,102,399
Other685,739616,549636,164
Intercompany eliminations(263,192)(229,167)(213,311)
Total$8,238,849$8,591,446$9,525,252
GROSS PROFIT:
Recreational vehicles
North American Towable$496,976$427,386$503,487
North American Motorized210,634277,840442,715
Total North America707,610705,226946,202
European460,319581,211505,344
Total recreational vehicles1,167,9291,286,4371,451,546
Other, net172,712165,525144,807
Total$1,340,641$1,451,962$1,596,353
SELLING, GENERAL AND ADMINISTRATIVE EXPENSE:
Recreational vehicles
North American Towable$256,536$246,330$243,616
North American Motorized124,715136,398175,509
Total North America381,251382,728419,125
European306,254298,013271,038
Total recreational vehicles687,505680,741690,163
Other, net81,51775,10865,955
Corporate153,532139,682113,936
Total$922,554$895,531$870,054
AMORTIZATION EXPENSE:
Recreational vehicles
North American Towable$18,076$20,101$26,226
North American Motorized14,62715,48713,065
Total North America32,70335,58839,291
European48,56651,64954,634
Total recreational vehicles81,26987,23793,925
Other, net37,20045,18346,883
Corporate558124—
Total$119,027$132,544$140,808
202520242023
INTEREST EXPENSE (INCOME), NET:
Recreational vehicles
North American Towable$(11)$(14)$(15)
North American Motorized(8)1(6)
Total North America(19)(13)(21)
European2,1916,0782,618
Total recreational vehicles2,1726,0652,597
Other, net164295374
Corporate46,10582,30694,476
Total$48,441$88,666$97,447
OTHER EXPENSE (INCOME), NET:
Recreational vehicles
North American Towable$(24,637)$(8,263)$(3,463)
North American Motorized(14,043)(542)(1,060)
Total North America(38,680)(8,805)(4,523)
European1,674(5,906)(2,571)
Total recreational vehicles(37,006)(14,711)(7,094)
Other, net91(360)(5,370)
Corporate(8,657)1,4481,155
Total$(45,572)$(13,623)$(11,309)
INCOME (LOSS) BEFORE INCOME TAXES:
Recreational vehicles
North American Towable$247,012$169,232$237,123
North American Motorized85,343126,496255,207
Total North America332,355295,728492,330
European101,634231,377179,625
Total recreational vehicles433,989527,105671,955
Other, net53,74045,29936,965
Corporate(191,538)(223,560)(209,567)
Total$296,191$348,844$499,353

The following tables provide other supplemental financial information by reportable segment:

20252024
TOTAL ASSETS:
Recreational vehicles
North American Towable$1,270,005$1,290,117
North American Motorized978,7621,077,808
Total North America2,248,7672,367,925
European2,965,6452,871,316
Total recreational vehicles5,214,4125,239,241
Other, net1,018,6221,058,842
Corporate832,250722,740
Total$7,065,284$7,020,823
202520242023
DEPRECIATION AND INTANGIBLE ASSET AMORTIZATION EXPENSE:
Recreational vehicles
North American Towable$52,662$54,716$60,880
North American Motorized34,11934,78932,639
Total North America86,78189,50593,519
European129,434126,831121,464
Total recreational vehicles216,215216,336214,983
Other, net51,69958,23360,172
Corporate3,2932,5761,773
Total$271,207$277,145$276,928
CAPITAL ACQUISITIONS:
Recreational vehicles
North American Towable$15,808$16,938$63,898
North American Motorized15,24916,32942,902
Total North America31,05733,267106,800
European71,45470,49765,745
Total recreational vehicles102,511103,764172,545
Other, net11,79226,10834,190
Corporate7,3139,7452,173
Total$121,616$139,617$208,908
202520242023
DESTINATION OF NET SALES BY GEOGRAPHIC REGION:
United States$6,120,620$6,190,597$7,444,023
Germany1,922,3612,023,5661,816,282
Other Europe1,103,1121,343,0811,220,158
Canada392,985435,839587,559
Other foreign40,41250,32553,583
Total$9,579,490$10,043,408$11,121,605
20252024
PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHIC REGION:
United States$677,364$787,696
Germany490,681448,182
Other Europe131,386137,588
Other16,29717,252
Total$1,315,728$1,390,718
  1. DERIVATIVES AND HEDGING

At times, the Company uses interest rate swap agreements, foreign currency forward contracts and certain non-derivative financial instruments to help manage its risks associated with foreign currency exchange rates and interest rates. The Company records derivatives as assets and liabilities on the balance sheet at fair value. Changes in the fair value of derivative instruments are recognized in earnings unless the derivative qualifies and is designated as a hedge. Cash flows from derivatives are classified in the Consolidated Statements of Cash Flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. The Company evaluates hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued.

As of July 31, 2025 and July 31, 2024 there were no derivative instruments designated as hedges, except for the net investment hedge discussed below.

Net Investment Hedge

The Company designates a portion of its outstanding Euro-denominated term loan tranche as a hedge of foreign currency exposures related to investments the Company has in certain Euro-denominated functional currency subsidiaries.

The foreign currency transaction gains and losses on the portion of the Euro-denominated term loan designated and effective as a hedge of the Company's net investment in its Euro-denominated functional currency subsidiaries are included as a component of the foreign currency translation adjustment. Gains (losses), net of tax, included in the foreign currency translation adjustment were $(3,296), $7,375 and $(27,211) for the fiscal years ended July 31, 2025, July 31, 2024 and July 31, 2023, respectively.

There wereno amounts reclassified out of accumulated other comprehensive income (loss) pertaining to the net investment hedge during the fiscal years ended July 31, 2025, 2024 and 2023.

Derivatives Not Designated as Hedging Instruments

The Company has certain other derivative instruments which have not been designated as hedges. These other derivative instruments had a notional amount totaling approximately $31,820 and a fair value asset of $9,675 as of July 31, 2025. The July 31, 2025 amount includes warrants to purchase shares, which is discussed further in Note 10. These other derivative instruments had a notional amount totaling approximately $22,333 and a fair value liability of $1,137 as of July 31, 2024. For these derivative instruments, changes in fair value are recognized in earnings.

The total amounts presented in the Consolidated Statements of Income and Comprehensive Income due to changes in the fair value of the following derivative instruments for the fiscal years ended July 31, 2025, 2024 and 2023 are as follows:

202520242023
Gain (Loss) on Derivatives Designated as Cash Flow Hedges
Gain (loss) recognized in Other comprehensive income (loss), net of tax
Foreign currency forward contracts$—$—$—
Interest rate swap agreements (1)——(675)
Total gain (loss)$—$—$(675)

(1)Other comprehensive income, net of tax, before reclassification from AOCI was $0, $0 and $702 for fiscal years 2025, 2024 and 2023, respectively.

SalesOther income, netInterest Expense
Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Amount of gain (loss) recognized in income, net of tax
Foreign currency forward contracts$(559)—$—
Warrants to purchase shares—5,843—
Interest rate swap agreements——(5)
Total gain (loss)$(559)$5,843$(5)
SalesInterest Expense
Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Amount of gain (loss) recognized in income, net of tax
Foreign currency forward contracts(962)—
Interest rate swap agreements—(160)
Total gain (loss)$(962)$(160)
SalesInterest Expense
Gain (Loss) Reclassified from AOCI, Net of Tax
Foreign currency forward contracts$(58)$—
Interest rate swap agreements—1,377
Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Amount of gain (loss) recognized in income, net of tax
Foreign currency forward contracts2,742—
Commodities swap agreements(2,229)—
Interest rate swap agreements—167
Total gain (loss)$455$1,544
  1. INVENTORIES

Major classifications of inventories are as follows:

July 31, 2025July 31, 2024
Finished goods – RV$256,239$249,949
Finished goods – other127,60091,371
Work in process269,279261,043
Raw materials409,411434,165
Chassis438,079478,220
Subtotal1,500,6081,514,748
Excess of FIFO costs over LIFO costs(148,812)(148,110)
Total inventories, net$1,351,796$1,366,638

Of the $1,500,608 and $1,514,748 of inventories at July 31, 2025 and July 31, 2024, $1,089,453 and $1,109,062, respectively, was valued on the first-in, first-out (“FIFO”) basis, and $411,155 and $405,686, respectively, was valued on the last-in, first-out (“LIFO”) basis. During fiscal years 2024 and 2023 the amount of inventories in certain LIFO pools decreased and resulted in the liquidation of LIFO inventory layers carried at lower costs. The effect of these liquidations was to increase consolidated net income before income taxes in fiscal 2024 by approximately $29,200, with $23,900 in the North American Motorized segment and the remainder in the North American Towable segment, and to increase consolidated net income before income taxes in fiscal 2023 by approximately $8,300, all in the North American Towable segment.

  1. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consists of the following:

July 31, 2025July 31, 2024
Land$146,250$151,164
Buildings and improvements1,026,2401,053,812
Machinery and equipment794,363738,535
Rental vehicles139,824126,794
Lease right-of-use assets – operating41,75543,139
Lease right-of-use assets – finance4,0264,772
Total cost2,152,4582,118,216
Less: Accumulated depreciation(836,730)(727,498)
Property, plant and equipment, net$1,315,728$1,390,718

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

The Company anticipates that strategic sales of certain RV facilities and related equipment will occur during fiscal 2026 and as a result, property, plant and equipment with a total net carrying value of $49,740, primarily consisting of buildings and improvements, has been classified as assets held for sale and included in Prepaid income taxes, expenses and other current assets in the Consolidated Balance Sheet as of July 31, 2025.

  1. INTANGIBLE ASSETS AND GOODWILL

The components of Amortizable intangible assets are as follows:

July 31, 2025July 31, 2024
CostAccumulatedAmortizationCostAccumulatedAmortization
Dealer networks/customer relationships$1,126,554$696,064$1,107,396$610,106
Trademarks360,291135,063353,435114,272
Design technology and other intangibles268,148165,108259,660134,980
Total amortizable intangible assets$1,754,993$996,235$1,720,491$859,358

Estimated annual amortization expense is as follows:

For the fiscal year ending July 31, 2026$110,334
For the fiscal year ending July 31, 2027101,466
For the fiscal year ending July 31, 202892,491
For the fiscal year ending July 31, 202976,563
For the fiscal year ending July 31, 203060,951
For the fiscal year ending July 31, 2031 and thereafter316,953
$758,758

The Company completed its annual Goodwill impairment test for fiscal 2025 as of May 31, 2025, andno impairment was identified. There wereno impairments of goodwill during fiscal 2024 or 2023.

Changes in the carrying amount of Goodwill by reportable segment as of July 31, 2025 and July 31, 2024 are summarized as follows:

NorthAmericanTowableNorth American MotorizedEuropeanOtherTotal
Net balance as of July 31, 2023$337,883$65,064$965,758$431,717$1,800,422
Fiscal year 2024 activity:
Goodwill acquired———3,6353,635
Foreign currency translation and other——(17,084)—(17,084)
Net balance as of July 31, 2024$337,883$65,064$948,674$435,352$1,786,973
Fiscal year 2025 activity:
Foreign currency translation and other——54,145—54,145
Net balance as of July 31, 2025$337,883$65,064$1,002,819$435,352$1,841,118

The components of the goodwill balances by reportable segment as of July 31, 2025 and July 31, 2024 are summarized as follows:

NorthAmericanTowableNorth American MotorizedEuropeanOtherTotal
Goodwill$348,032$82,316$1,002,819$435,352$1,868,519
Accumulated impairment charges(10,149)(17,252)——(27,401)
Net balance as of July 31, 2025$337,883$65,064$1,002,819$435,352$1,841,118
NorthAmericanTowableNorth American MotorizedEuropeanOtherTotal
Goodwill$348,032$82,316$948,674$435,352$1,814,374
Accumulated impairment charges(10,149)(17,252)——(27,401)
Net balance as of July 31, 2024$337,883$65,064$948,674$435,352$1,786,973
  1. EQUITY INVESTMENTS

Effective December 30, 2022, the Company entered into a Subscription and Contribution Agreement with TechNexus Holdings LLC (“TechNexus”), whereby the Company transferred TH2Connect, LLC d/b/a Roadpass Digital (“Roadpass Digital”) and its associated legal entities to TN-RP Holdings, LLC (“TN-RP”), a new legal entity formed by TechNexus, in a non-cash transaction following which the Company and TechNexus own 100% of the Class A-RP units and Class C-RP units, respectively, issued by TN-RP. The Company also simultaneously entered into an Operating Agreement with TechNexus related to TN-RP whereby TechNexus manages the day-to-day operations of TN-RP subject to certain protective rights maintained by the Company. The rights and privileges of the Company and TechNexus as unit holders of TN-RP are governed by the terms of the Operating Agreement, which includes provisions for distributions during its existence and at dissolution.

As a result of the December 30, 2022 agreements and the factors noted above, the Company no longer had a controlling financial interest in Roadpass Digital which resulted in the deconsolidation of Roadpass Digital subsequent to December 30, 2022. The Company’s investment in TN-RP was valued at approximately $105,600 as of the agreement date based on the Discounted Cash Flow Method and Option Pricing Model. This fair value measurement includes significant management judgment, particularly estimates of future cash flows based on revenues and margins that TN-RP is forecasted to generate in the future, terminal value assumptions and discount rates developed using market observable inputs and consideration of risks regarding future performance. Additionally, the Option Pricing Model further utilized estimates related to volatility, incorporating a selection of guideline public companies, and expected time to exit. The Discounted Cash Flow Method and Option Pricing Model both used level 3 inputs as defined by ASC 820.

The derecognition of the Roadpass Digital net assets and recognition of the Company’s investment in TN-RP resulted in an immaterial gain that the Company recognized in Other income, net, in the Consolidated Statements of Income and Comprehensive Income in fiscal 2023.

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

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

July 31, 2025July 31, 2024
Carrying amount of equity investments$136,784$137,272
Maximum exposure to loss$139,284$144,047

The Company’s share of income and losses accounted for under the equity method of accounting are included in Other income, net in the Consolidated Statements of Income and Comprehensive Income. The losses recognized in the fiscal years ended July 31, 2025, July 31, 2024 and July 31, 2023 were $3,775, $13,106 and $10,130, respectively.

  1. CONCENTRATION OF RISK

One dealer, FreedomRoads, LLC, accounted for approximately 14% of the Company’s consolidated net sales in both fiscal 2025 and fiscal 2024 and approximately 13% in fiscal 2023. The majority of the sales to this dealer are reported within the North American Towable and North American Motorized segments. This dealer also accounted for approximately 14% of the Company’s consolidated trade accounts receivable at July 31, 2025 and approximately 10% at July 31, 2024. The loss of this dealer or a deterioration in the liquidity or creditworthiness of this dealer could have a material adverse effect on the Company’s business.

  1. EMPLOYEE BENEFIT PLANS

Substantially all non-highly compensated U.S. employees are eligible to participate in a 401(k) plan. The Company may make discretionary contributions to the 401(k) plan according to a matching formula determined by each operating subsidiary. Total expense for the plan was $5,403 in fiscal 2025, $4,840 in fiscal 2024 and $5,179 in fiscal 2023.

The Company has established a deferred compensation plan for highly compensated U.S. employees who are not eligible to participate in a 401(k) plan. This plan allows participants to defer a portion of their compensation and the Company then invests the funds in a combination of corporate-owned life insurance (“COLI”) and mutual fund investments held by the Company. The employee deferrals and the results and returns of the investments selected by the participants, which totaled $146,064 at July 31, 2025 and $130,218 at July 31, 2024, are recorded as Other long-term liabilities in the Consolidated Balance Sheets. Investments held by the Company are accounted for at cash surrender value for COLI and at fair value for mutual fund investments. Both types of company-owned assets, which in total approximate the same value as the plan liabilities, are reported as Other long-term assets on the Consolidated Balance Sheets. Changes in the value of the plan assets are reflected within Other income, net on the Consolidated Statements of Income and Comprehensive Income. Changes in the value of the liability are reflected within Selling, general and administrative expenses on the Consolidated Statements of Income and Comprehensive Income. The Company does not make matching contributions to the deferred compensation plan.

  1. 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, “Fair Value Measurements and Disclosures,” as defined below:

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 financial assets and liabilities that were accounted for at fair value on a recurring basis at July 31, 2025 and July 31, 2024 are as follows:

Input LevelJuly 31, 2025July 31, 2024
Cash equivalentsLevel 1$362,067$310,210
Deferred compensation plan mutual fund assetsLevel 1$12,302$28,985
Equity investmentsLevel 1$—$1,169
Interest rate swap liabilities, netLevel 2$1,210$1,137
Warrants to purchase sharesLevel 2$10,885$—

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

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

Equity investments represent certain stock investments that are publicly traded in an active market.

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

Warrants to purchase shares represent certain warrants to purchase common and preferred shares of a non-public company that is not actively traded. Fair value is determined based upon prices paid by investors for the same or similar securities. These warrants are reported as a component of Other long-term assets on the Consolidated Balance Sheets.

  1. PRODUCT WARRANTY

The Company generally provides retail customers of its products with aone- ortwo-year warranty covering defects in material or workmanship, with longer warranties 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 retail units sold, existing dealer inventory, average cost incurred and a profile of the distribution of warranty expenditures over the warranty period. Actual claims incurred could differ from estimates, requiring adjustments to the liabilities.

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

For the Fiscal Years Ended July 31,
202520242023
Beginning balance$311,627$345,197$317,908
Provision234,205290,491347,588
Payments(257,248)(323,094)(324,042)
Foreign currency translation2,546(967)3,743
Ending balance$291,130$311,627$345,197
  1. LONG-TERM DEBT

The components of long-term debt are as follows:

July 31, 2025July 31, 2024
Term loan$408,159$594,361
Senior unsecured notes500,000500,000
Unsecured notes5,72327,070
Other debt19,93029,848
Total long-term debt933,8121,151,279
Debt issuance costs, net of amortization(10,833)(17,364)
Total long-term debt, net of debt issuance costs922,9791,133,915
Less: Current portion of long-term debt(3,367)(32,650)
Total long-term debt, net, less current portion$919,612$1,101,265

The Company is a party to a term loan agreement, which includes both a United States dollar-denominated term loan tranche (“USD term loan”) and a Euro-denominated term loan tranche (“Euro term loan”) and a $1,000,000 asset-based credit facility (“ABL”). Since originally entering these loans, the Company has entered into various amendments to extend maturities, lower interest rates and make other minor modifications. Key provisions of the current agreements and the nature of recent amendments are described below.

On November 15, 2023, the Company entered into amendments to both its term loan and ABL agreements to extend maturities and lower the applicable margins used to determine the interest rate on the USD term loan. Pursuant to the November 15, 2023 term loan amendments, the applicable margin used to determine the interest rate on USD term loan was reduced by 0.25% so that the applicable margin for Alternate Base Rate (“ABR”)-based loans was 1.75% and 2.75% for SOFR-based loans. The SOFR credit spread adjustment applicable to U.S. dollar-denominated SOFR-based loans was eliminated. The applicable margin for Euro-denominated EURIBOR-based loans of 3.00% was not changed with this amendment. The maturity date for the term loan was extended from February 1, 2026 to November 15, 2030. Covenants and other material provisions of the term loan agreement were not materially changed. Pursuant to the ABL amendment, the maturity date for loans under the ABL agreement was extended from September 1, 2026 to November 15, 2028. Maximum availability under the ABL remains at $1,000,000. The applicable margin, covenants and other material provisions of the ABL remain materially unchanged.

The November 15, 2023 debt amendments noted above were evaluated on a creditor-by-creditor basis pursuant to the requirements in ASC 470-50 related to syndicated loan arrangements. Extinguishment accounting was applied to the creditors

that were deemed to have a substantial difference in terms based on an analysis of the present values of cash flows before and

after the amendments. As a result of this analysis, the Company recorded expense of $14,741 in the second quarter of fiscal 2024. $7,566 of this $14,741 expense was classified as interest expense in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income and primarily represents extinguishment charges, while the remaining $7,175 was classified as administrative expense and primarily represents third-party costs attributed to the modified loans. In addition, during the second quarter of fiscal 2024 the Company capitalized qualifying financing-related costs of $10,480 related to these amendments which will be amortized over the remaining term of the amended agreements subject to acceleration for early term loan principal payments.

On July 1, 2024, the Company entered into an amendment to the term loan to modify the applicable margins used to determine the interest rate on both the USD term loan and the Euro term loan. USD term loan interest under the amended agreement was reduced by 0.50% so that the applicable margin for ABR-based loansis now 1.25% and for SOFR-based loans is 2.25%. The applicable margin for the Euro term loan was also reduced by 0.25% so that the applicable margin for the EURIBOR-based loansis 2.75%. The November 15, 2030 maturity date for the term loan remains unchanged. The covenants and other provisions of the Credit Agreement remain unchanged. The costs associated with this repricing amendment were not material.

Under the term loan, required annual principal payments of 1.00% of the November 15, 2023 term loan balance are payable quarterly in 0.25% installments starting on May 1, 2024. As of July 31, 2025, however, the Company had made sufficient payments on the USD term loan and Euro term loan to fulfill all future annual principal payment requirements over the term of the loan.

The Company must make mandatory prepayments of principal under the term loan agreement upon the occurrence of certain specified events, including certain asset sales, debt issuances and receipt of annual cash flows in excess of certain amounts. No such specified events occurred during fiscal 2025 or fiscal 2024. The Company may, at its option, prepay any borrowings under the term loan, in whole or in part, at any time without premium or penalty (except in certain circumstances).

As of July 31, 2025, the outstanding USD term loan balance of $60,000 was subject to a SOFR-based rate totaling 6.61%. As of July 31, 2024, the outstanding USD term loan balance of $265,000 was subject to a SOFR-based rate totaling 7.59%. The total interest rate on the July 31, 2025 outstanding Euro term loan tranche balance of $348,159 was 4.65%, and the total interest rate on the July 31, 2024 outstanding Euro term loan balance of $329,361 was 6.35%.

As of July 31, 2025 and July 31, 2024 there wereno outstanding ABL borrowings. The Company may, generally at its option, repay any borrowings under the ABL, in whole or in part, at any time and from time to time, without penalty or premium.

Availability under the ABL agreement is subject to a borrowing base based on a percentage of applicable eligible receivables and eligible inventory. The ABL currently carries interest at an annual base rate plus 0.25% to 0.50%, or EURIBOR plus 1.25% to 1.50%, or SOFR plus 1.35% to 1.60%, based on adjusted excess availability as defined in the ABL agreement. This agreement also includes a 0.20% unused facility fee.

The ABL contains a financial covenant which requires the Company to maintain a minimum consolidated fixed-charge coverage ratio of 1.0 X, although the covenant is only applicable when adjusted excess availability falls below a threshold of the greater of a)10% of the lesser of the borrowing base availability or the revolver line total, or b) $60,000. Up to $80,000 of the ABL is available for the issuance of letters of credit, and up to $100,000 is available for swing-line loans. The Company may also increase commitments under the ABL by up to $200,000 by obtaining additional commitments from lenders and adhering to certain other conditions.

The unused availability under the ABL is generally available to the Company for general operating purposes, and based on July 31, 2025 eligible receivable and inventory balances and net of amounts drawn, if any, totaled approximately $840,000.

On October 14, 2021, the Company issued an aggregate principal amount of $500,000 of 4.000% Senior Unsecured Notes due 2029 (“Senior Unsecured Notes”). The Senior Unsecured Notes will mature on October 15, 2029 unless redeemed or repurchased earlier. Net proceeds from the Senior Unsecured Notes, along with cash on hand, were used to repay $500,000 of borrowings then outstanding on the Company’s ABL and for certain transaction costs. Interest on the Senior Unsecured Notes is payable in semi-annual installments on April 15 and October 15 of each year. The Senior Unsecured Notes rank equally in right of payment with all of the Company’s existing and future senior indebtedness and senior to the Company’s future subordinated indebtedness, and effectively junior in right of payment to the Company’s existing and future secured indebtedness to the extent of the assets securing such indebtedness.

The unsecured note of 5,000 Euro ($5,723) at July 31, 2025 relates to long-term debt of our European segment and has an interest rate of 2.53% and matures in March 2028. Other debt relates primarily to real estate loans with varying maturity dates through September 2032 and interest rates ranging from 2.38% to 2.41%.

Total contractual debt maturities are as follows:

For the fiscal year ending July 31, 2026$3,367
For the fiscal year ending July 31, 20272,804
For the fiscal year ending July 31, 20288,527
For the fiscal year ending July 31, 20292,804
For the fiscal year ending July 31, 2030502,804
For the fiscal year ending July 31, 2031 and thereafter413,506
$933,812

For fiscal 2025, 2024 and 2023, interest expense on total long-term debt was $61,222, $99,970 and $92,977, respectively. These interest expense amounts include amortization of capitalized debt issuance costs of $7,342, $10,708 and $11,455 for fiscal years 2025, 2024 and 2023, respectively. Additionally, fiscal 2024 interest expense included the debt extinguishment charges noted above.

The fair value of the Company’s term-loan debt at July 31, 2025 and July 31, 2024 was $410,124 and $597,334, respectively, and the fair value of the Company’s Senior Unsecured Notes at July 31, 2025 and July 31, 2024 was $469,100 and $450,450, respectively. The fair value of all other debt held by the Company approximates carrying value. The fair values of the Company’s long-term debt are primarily estimated using Level 2 inputs as defined by ASC 820, based on quoted prices in markets that are not active.

  1. INCOME TAXES

The sources of income before income taxes are as follows:

For the Fiscal Years Ended July 31,
202520242023
United States$180,390$115,618$315,939
Foreign115,801233,226183,414
Total$296,191$348,844$499,353

The components of the provision for income taxes are as follows:

For the Fiscal Years Ended July 31,
Income Taxes:202520242023
U.S. Federal$37,250$52,832$102,919
U.S. state and local10,66010,37214,803
Foreign20,75048,24245,174
Total current expense68,660111,446162,896
U.S. Federal(4,997)(22,236)(28,819)
U.S. state and local268(4,116)(3,447)
Foreign(24,331)(1,650)(5,517)
Total deferred expense (benefit)(29,060)(28,002)(37,783)
Total income tax expense$39,600$83,444$125,113

The One Big Beautiful Bill Act (“OBBB”) was signed into law on July 4, 2025. The OBBB includes a broad range of tax reform provisions affecting businesses including, but not limited to, 100% bonus depreciation, expensing of U.S.-based research and development costs, interest expense deduction limitations and changes to international tax provisions. The most relevant impact to the Company for fiscal year 2025 is the 100% bonus depreciation for qualified property placed in service after January 19, 2025. The other relevant provisions of the OBBB will impact the Company in fiscal years 2026 and 2027. For fiscal year 2026, the Company will have the option to accelerate its previously capitalized and unamortized U.S. research and development costs over a one- or two-year period. Changes to the international provisions will impact the Company in fiscal year 2027.

The differences between income tax expense at the federal statutory rate and the actual income tax expense are as follows:

For the Fiscal Years Ended July 31,
202520242023
Provision at federal statutory rate$62,200$73,257$104,864
Differences between U.S. Federal statutory and foreign tax rates(38,152)3,821(41,300)
Foreign currency remeasurement (gains) losses21,522(7,621)33,737
U.S. state and local income taxes, net of federal benefit7,7794,8409,524
Nondeductible compensation4,1333,9764,413
Effect of foreign tax law change(15,314)——
Contingent liability accrual and settlement—(7,456)—
Global Intangible Low-Taxed Income—12,06810,936
Other(2,568)5592,939
Total income tax expense$39,600$83,444$125,113

The effect of the foreign tax law change of $15,314 noted above is due to revaluing the July 31, 2025 deferred tax assets and deferred tax liabilities associated with our German operations as a result of Germany passing legislation in July 2025 reducing its corporate income tax rate in the coming years.

A summary of the deferred income tax balances is as follows:

July 31,
20252024
Deferred income tax asset (liability):
Inventory basis$11,550$10,019
Employee benefits14,04010,146
Self-insurance reserves4,5315,021
Accrued product warranties59,00862,687
Accrued incentives6,3407,335
Sales returns and allowances2,9422,544
Accrued expenses6,0306,409
Property, plant and equipment(43,112)(45,494)
Operating leases9,99810,970
Deferred compensation32,59131,359
Intangibles(182,057)(197,012)
Net operating loss and other carryforwards37,04930,861
Unrealized (gain) loss5,711737
Unrecognized tax benefits2,6842,161
Research and development22,02120,237
Other6,2808,709
Valuation allowance(14,342)(12,676)
Deferred income tax (liability), net$(18,736)$(45,987)

Deferred tax assets are reduced by a valuation allowance if, based upon available evidence, it is more likely than not that some, or all, of the deferred tax assets will not be realized. The valuation allowances recorded at July 31, 2025 and July 31, 2024 relate to certain state and foreign net operating loss ("NOL") carryforwards, state tax credit carryforwards, other assets in foreign jurisdictions and certain disallowed state interest carryforwards.

As of July 31, 2025, the Company had $15,600 of deferred tax assets related to NOL carryforwards in certain foreign jurisdictions that will expire from fiscal 2026 or be carried forward indefinitely, of which $9,678 has been fully reserved with a valuation allowance, and the remaining amount the Company expects to realize. In addition, the Company has $1,409 of tax-affected U.S. state tax NOL carryforwards that expire from fiscal 2026 to 2045, of which $646 has been fully reserved with a valuation allowance and $615 has no deferred tax asset or valuation allowance recorded since there is no expectation of future realization. The Company has a deferred tax asset related to disallowed interest carryforwards of $18,807 in foreign jurisdictions, which it expects to fully realize, and $1,848 of deferred tax assets related to U.S. state disallowed interest and credit carryforwards, on which a full $1,848 valuation allowance is recorded.

With the exception of foreign subsidiary investment basis differences not attributable to un-repatriated foreign earnings, we consider all of our undistributed earnings of our foreign subsidiaries, as of July 31, 2025, to not be indefinitely reinvested outside of the United States, with the exception of those unremitted earnings associated with several European jurisdictions. As of July 31, 2025, the related income tax cost of the repatriation of foreign earnings was not material.

The benefits of tax positions reflected on income tax returns but whose outcome remains uncertain are only recognized for financial accounting purposes if they meet minimum recognition thresholds. The total amount of unrecognized tax benefits that, if recognized, would have impacted the Company’s effective tax rate were $8,027 for fiscal 2025, $8,614 for fiscal 2024 and $11,106 for fiscal 2023.

Changes in the unrecognized tax benefit during fiscal years 2025, 2024 and 2023 were as follows:

202520242023
Beginning balance$10,434$13,712$17,998
Tax positions related to prior years:
Additions1,2011,692649
Reductions(648)(1,977)(1,588)
Tax positions related to current year:
Additions10,598386974
Settlements—(2,133)(2,531)
Lapses in statute of limitations(1,410)(1,246)(1,790)
Ending balance$20,175$10,434$13,712

It is the Company’s policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense. The total amount of interest and penalties expense recognized in the Consolidated Statements of Income and Comprehensive Income for the fiscal years ended July 31, 2025, July 31, 2024 and July 31, 2023 were $1,552, $111 and $523, respectively.

The total unrecognized tax benefits above, along with the related accrued interest and penalties, are reported within the liability section of the Consolidated Balance Sheets. A portion of the unrecognized tax benefits is classified as short-term and is included in the “Income and other taxes” line of the Consolidated Balance Sheets, while the remainder is classified as a long-term liability.

The components of total unrecognized tax benefits are summarized as follows:

July 31,
20252024
Unrecognized tax benefits$20,175$10,434
Reduction to unrecognized tax benefits for deferred tax assets(10,263)(605)
Accrued interest and penalties3,7762,576
Total unrecognized tax benefits$13,688$12,405
Short-term, included in “Income and other taxes”$1,513$—
Long-term12,17512,405
Total unrecognized tax benefits$13,688$12,405

Within the next 12 months, the Company does not anticipate any material changes in its unrecognized tax benefits as of July 31, 2025.

The Company files income tax returns in the U.S. federal jurisdiction and in many U.S. state and foreign jurisdictions. The Company is currently under a federal income tax exam for fiscal year 2022 and by certain foreign jurisdictions for fiscal years ended 2016 through 2021. The Company believes it has adequately reserved for its exposure to additional payments for uncertain tax positions in its liability for unrecognized tax benefits.

The major tax jurisdictions we file in, with the years still subject to income tax examinations, are listed below:

Major Tax JurisdictionTax Years Subject to Exam
United States – FederalFiscal 2022 – Fiscal 2024
United States – StateFiscal 2022 – Fiscal 2024
GermanyFiscal 2016 – Fiscal 2023
FranceFiscal 2022 – Fiscal 2024
ItalyFiscal 2016 – Fiscal 2023
United KingdomFiscal 2024
  1. CONTINGENT LIABILITIES AND COMMITMENTS

The Company is contingently liable under terms of repurchase agreements with financial institutions providing inventory financing for certain independent dealers of certain of its RV products. These arrangements, which are customary in the RV industry, provide for the repurchase of products sold to dealers in the event of default by the dealer on their agreement to pay the financial institution. The repurchase price is generally determined by the original sales price of the product and predefined 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, the Company 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 historically not been material 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 July 31, 2025 and July 31, 2024 were $3,484,235 and $3,642,137, respectively. The commitment term is generally up toeighteen 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. This deferred amount is included in the repurchase and guarantee reserve balances of $17,508 and $14,356 as of July 31, 2025 and July 31, 2024, respectively, which are included in Other current liabilities in the Consolidated Balance Sheets.

Losses incurred related to repurchase agreements that were settled in fiscal 2025 and fiscal 2023 werenot material, and fiscal 2024 losses totaled $7,107. Estimating the timing and volume of any potential future repurchase demands, and the related losses to the Company, is difficult and subject to uncertainty. As of July 31, 2025, the Company is not aware of any specific information that would indicate future losses under these agreements would have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

The Company is also involved in certain litigation arising out of its operations in the normal course of its business, most of which is based upon state “lemon laws,” warranty claims and vehicle accidents (for which the Company carries insurance above a specified self-insured retention or deductible amount). The outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. There is significant judgment required in assessing both the probability of an adverse outcome and the determination as to whether an exposure can be reasonably estimated. Based on current conditions, management does not believe the ultimate disposition of any current legal proceedings or claims against the Company will 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.

A product recall was issued in late fiscal 2021 related to certain purchased parts utilized in certain of our products, and an accrual to cover anticipated costs was established at that time. Starting in fiscal 2022, the accrual has been adjusted quarterly based on developments involving the recall, including our expectations regarding the extent of vendor reimbursements and the estimated total cost of the recall. The Company has been, and will continue to be, reimbursed for a portion of the costs it will incur related to this recall. Based on current available information, the Company does not believe there will be a material adverse impact to our future results of operations and cash flows due to this ongoing product recall issue.

In addition, the Company recorded a contingent liability during fiscal 2022 based on developments related to an investigation by certain German-based authorities regarding the adequacy of historical disclosures of vehicle weight in advertisements and other Company-provided literature in Germany. Throughout fiscal 2023 and fiscal 2024, this accrual was adjusted quarterly, if necessary, based on developments involving this matter. The Company fully cooperated with the investigation, which was fully resolved and related payments made by the end of fiscal 2024 in an amount not materially different from the adjusted amounts previously accrued.

In fiscal 2025, there wasno material impact on the Company's results of operations related to thesetwo matters. In fiscal 2024, the Company recognized income of $17,979 as a component of selling, general and administrative expense related to thesetwo matters. In fiscal 2023, the net impact on the Company's results of operations related to thesetwo matters wasnot material.

  1. LEASES

The Company has operating leases primarily for land, buildings and equipment and has various finance leases for certain land and buildings principally expiring through 2035.

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

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

The components of lease costs for the fiscal years ended July 31, 2025, July 31, 2024 and July 31, 2023 were as follows:

Fiscal Years Ended July 31,
202520242023
Operating lease cost$35,383$32,248$30,200
Finance lease cost
Amortization of right-of-use assets746746746
Interest on lease liabilities227305388
Total lease cost$36,356$33,299$31,334

Other information related to leases was as follows:

Fiscal Years Ended July 31,
Supplemental Cash Flow Information202520242023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$35,359$32,167$30,089
Right-of-use assets obtained in exchange for lease obligations:
Operating leases$11,591$7,960$15,426
July 31,
Supplemental Balance Sheet Information20252024
Operating leases:
Operating lease right-of-use assets$41,755$43,139
Operating lease liabilities
Other current liabilities$12,108$11,405
Other long-term liabilities30,08132,007
Total operating lease liabilities$42,189$43,412
Finance leases:
Finance lease right-of-use assets$4,026$4,772
Finance lease liabilities
Other current liabilities$968$855
Other long-term liabilities8981,866
Total finance lease liabilities$1,866$2,721
July 31,
20252024
Weighted-average remaining lease term
Operating leases8.8 years9.1 years
Finance leases1.8 years2.8 years
Weighted-average discount rate
Operating leases4.8%4.8%
Finance leases9.7%9.7%

Future minimum rental payments required under operating and finance leases as of July 31, 2025 were as follows:

Operating LeasesFinance Leases
For the fiscal year ending July 31, 2026$17,476$1,107
For the fiscal year ending July 31, 202712,166896
For the fiscal year ending July 31, 20288,01559
For the fiscal year ending July 31, 20294,591—
For the fiscal year ending July 31, 20302,311—
For the fiscal year ending July 31, 2031 and thereafter12,789—
Total future lease payments$57,348$2,062
Less: Amount representing interest(15,159)(196)
Total reported lease liability$42,189$1,866
  1. STOCKHOLDERS’ EQUITY

Stock-based Compensation

The Company's Board of Directors ("the Board") and the shareholders approved, and subsequently amended, the THOR Industries, Inc. 2016 Equity and Incentive Plan (the “2016 Equity and Incentive Plan”). The maximum number of shares issuable under the amended 2016 Equity and Incentive Plan is 3,600,000. As of July 31, 2025, the remaining shares available to be granted under the 2016 Equity and Incentive Plan is 652,508. Awards may be in the form of options (incentive stock options and non-statutory stock options), restricted stock, restricted stock units, performance compensation awards and stock appreciation rights.

Under the Company’s program to award restricted stock units (“RSU”), the Compensation and Development Committee of the Board generally approves awards each October related to the financial performance of the most recently completed fiscal year. The awarded employee restricted stock units vest, and shares of common stock are issued, in equal installments on the first, second and third anniversaries of the date of grant. In addition, concurrent with the timing of the employee awards, the Environmental, Social, Governance and Nominating Committee of the Board has 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.

The fair value of the employee and Board member restricted stock units is determined using the Company’s stock price on the date of grant.

Under the Company’s program to provide performance stock units (“PSU”) awards to certain members of the Company's executive management, a portion of their equity compensation is determined based on performance related to targets set for both the Company’s return on invested capital and free cash flow during a multi-year measurement period. These PSU awards are based on a sliding scale of actual performance against relevant goals within a range of fifty percent (50%) to one hundred fifty percent (150%) of the target. Performance below the fifty percent (50%) threshold results in no earned shares, while performance above the one hundred fifty percent (150%) level results in an award of shares equal totwo times the amount of target shares. In deriving the number of shares earned, if any, both performance metrics are weighted equally. Following the measurement period, in accordance with actual achievement and certification of performance metrics, fully vested shares of common stock are issued to the award recipients. The fair value of the PSU awards is determined using the Company’s stock price on the grant date. These awards are equity classified and expensed over the applicable measurement period based on the extent to which achievement of the performance metrics is probable.

Total stock-based expense recognized in fiscal 2025, 2024 and 2023 for these RSU and PSU awards totaled $30,872, $37,901 and $39,512, respectively. The Company’s tax benefit related to this total stock-based compensation expense approximates $5,685, $6,290 and $6,028 for fiscal 2025, 2024 and 2023, respectively. The fair value of the RSU and PSU shares that vested in fiscal 2025, 2024 and 2023 totaled $39,514, $47,282 and $21,152, respectively.

A summary of restricted stock unit and performance stock unit activity during fiscal 2025, 2024 and 2023 is included below:

202520242023
StockUnitsWeighted-Average GrantDate Fair ValueStockUnitsWeighted-Average GrantDate Fair ValueStockUnitsWeighted-Average GrantDate Fair Value
Nonvested, beginning of year939,238$88.401,175,711$88.37682,233$103.76
Granted201,220114.25304,98493.12805,07577.64
Vested(423,069)93.40(515,398)89.82(284,678)93.01
Forfeited(14,327)82.78(26,059)81.35(26,919)108.37
Nonvested, end of year703,062$92.94939,238$88.401,175,711$88.37

At July 31, 2025 there was $27,190 of total unrecognized compensation costs related to restricted stock unit and performance stock unit awards that are expected to be recognized over a weighted-average period of 1.7 years.

Share Repurchase Program

On December 21, 2021, the Company’s Board of Directors authorized Company management to utilize up to $250,000 to repurchase shares of the Company’s common stock through December 21, 2024. On June 24, 2022, the Board authorized Company management to utilize up to an additional $448,321 to repurchase shares of the Company’s common stock through July 31, 2025.

On June 18, 2025, the Board retired the Company's existing share repurchase authorization which was set to expire on July 31, 2025 and authorized the Company's management to utilize up to $400,000 to purchase shares of the Company's common stock beginning on June 18, 2025 and extending through July 31, 2027. The June 18, 2025 authorization is the only active share repurchase authorization.

Under the share repurchase program, the Company is authorized to repurchase, on a discretionary basis and from time-to-time, outstanding shares of its common stock in the open market, in privately negotiated transactions or by other means, including pursuant to a repurchase plan administered in accordance with Rule 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended. The timing and amount of share repurchases will be determined at the discretion of the Company’s management team based upon the market price of the stock, management’s evaluation of general market and economic conditions, cash availability and other factors. The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the program.

During fiscal 2025, the Company purchased 586,558 shares of its common stock, at various times in the open market, at a weighted-average price of $89.76 and held them as treasury shares at an aggregate purchase price of $52,647, with 229,766 shares, or $20,700, coming from the June 18, 2025 authorization and 356,792 shares, or $31,947, coming from the June 24, 2022 authorization.

Since the inception of the initial December 21, 2021 authorization, the Company has repurchased 3,801,330 shares of its common stock, at various times in the open market, at a weighted-average price of $86.32 per share and held them as treasury shares at an aggregate purchase price of $328,148.

As of July 31, 2025, the remaining amount of the Company’s common stock that may be repurchased under the June 18, 2025 authorization expiring on July 31, 2027 is $379,300.

  1. REVENUE RECOGNITION

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

202520242023
NET SALES:
Recreational vehicles
North American Towable
Travel Trailers and Other$2,298,926$2,395,246$2,587,686
Fifth Wheels1,485,7401,284,4251,614,942
Total North American Towable3,784,6663,679,6714,202,628
North American Motorized
Class A633,418776,8361,066,617
Class C1,068,1131,162,1401,536,398
Class B474,073506,874711,155
Total North American Motorized2,175,6042,445,8503,314,170
Total North American5,960,2706,125,5217,516,798
European
Motorcaravan1,657,9161,747,2911,409,137
Campervan837,8091,064,293987,623
Caravan177,749235,928358,415
Other RV-related350,487317,468281,972
Total European3,023,9613,364,9803,037,147
Total recreational vehicles8,984,2319,490,50110,553,945
Other859,609781,927777,639
Intercompany eliminations(264,350)(229,020)(209,979)
Total$9,579,490$10,043,408$11,121,605
  1. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

Foreign CurrencyTranslationAdjustmentUnrealizedGain (Loss) onDerivativesOtherAOCI, net of tax, Attributable to THORNon-controlling InterestsTotal AOCI
Balance at beginning of period, net of tax$(93,984)$—$278$(93,706)$(3,435)$(97,141)
OCI before reclassifications102,831—1,265104,096(3,601)100,495
Income taxes associated with OCI before reclassifications (1)——————
Amounts reclassified from AOCI——————
Income taxes associated with amounts reclassified from AOCI——————
OCI, net of tax for the fiscal year102,831—1,265104,096(3,601)100,495
AOCI, net of tax$8,847$—$1,543$10,390$(7,036)$3,354
Foreign CurrencyTranslationAdjustmentUnrealizedGain (Loss) onDerivativesOtherAOCI, net of tax, Attributable to THORNon-controlling InterestsTotal AOCI
Balance at beginning of period, net of tax$(68,911)$—$364$(68,547)$(2,583)$(71,130)
OCI before reclassifications(25,073)—(86)(25,159)(852)(26,011)
Income taxes associated with OCI before reclassifications (1)——————
Amounts reclassified from AOCI——————
Income taxes associated with amounts reclassified from AOCI——————
OCI, net of tax for the fiscal year(25,073)—(86)(25,159)(852)(26,011)
AOCI, net of tax$(93,984)$—$278$(93,706)$(3,435)$(97,141)
Foreign CurrencyTranslationAdjustmentUnrealizedGain (Loss) onDerivativesOtherAOCI, net of tax, Attributable to THORNon-controlling InterestsTotal AOCI
Balance at beginning of period, net of tax$(183,453)$675$1,171$(181,607)$(2,205)$(183,812)
OCI before reclassifications114,542847(807)114,582(378)114,204
Income taxes associated with OCI before reclassifications (1)—(203)—(203)—(203)
Amounts reclassified from AOCI—(1,732)—(1,732)—(1,732)
Income taxes associated with amounts reclassified from AOCI—413—413—413
OCI, net of tax for the fiscal year114,542(675)(807)113,060(378)112,682
AOCI, net of tax$(68,911)$—$364$(68,547)$(2,583)$(71,130)

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

  1. WEATHER DAMAGE AT MANUFACTURING FACILITIES

On March 14, 2024, a weather event that included large damaging hail occurred at and around the Company’s Jackson Center, OH facilities. The hail resulted in significant roof damage to the motorized production facility and significant damage to inventory that was stored outside, primarily motorized chassis, but also some work in process and finished goods inventory.

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

Total property losses and expenses incurred related to this event were $69,822, primarily related to damaged motorized chassis. As of July 31, 2025, the insurance claim process was completed and the Company had received all insurance proceeds due related to this event of $81,975, net of the $1,000 deductible. In the fourth quarter of fiscal 2025, the Company recognized a total gain of $12,153 related to this insurance settlement, which includes $5,837 for business interruption and the remainder primarily relates to the insurance replacement reimbursement exceeding the carrying value of the damaged property. The total gain is included in Other income, net in the Consolidated Statements of Income and Comprehensive Income, and the impact on the fiscal 2024 results related to this event werenot material.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.