THOR INDUSTRIES INC
For the period ended Jul 31, 2026. Filed Sep 22, 2026.
View on SEC.govAbout this filing
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.
FY2026 · Filed Sep 22, 2026
THO$80.77-1.9%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2025-07-31; filed 2025-09-24.
0000730263-25-000019
Item 1A. RISK FACTORSCurrent report: 10-K
Period ended 2026-07-31; filed 2026-09-22.
0000730263-26-000027
Item 1A. RISK FACTORSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 146 previous paragraphs and 126 current paragraphs.
30 unchanged; 69 reworded; 27 added; 41 removed; 6 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (27)
Current report
The market price of our common stock may experience significant volatility due to factors both related and unrelated to our operating performance, including changes in economic and industry conditions, interest rates and credit availability, trade and regulatory developments, competitive activity, investor expectations regarding our growth and profitability and other events beyond our control. Our stock price may also reflect expectations regarding our strategic initiatives, dividend rate and stock repurchase activity. If we fail to meet these or other market expectations, the price of our common stock could decline significantly.
Current report
Our success depends on our ability to develop, commercialize and market innovative products and technologies.
Current report
A key driver of our historical performance and growth has been our ability to maintain strong brands and develop and introduce innovative products at competitive costs that meet evolving consumer demand. Technological advances, changing consumer preferences and evolving governmental regulations may require us to modify our product offerings, including the continued development of lightweight, electric, hybrid, autonomous and connected recreational vehicles, as well as related digital services. The increasing integration of connected vehicle technologies, telematics and software-enabled features into our products may also expose us to additional product development costs, cybersecurity and data privacy risks, evolving regulatory requirements applicable to connected vehicles and potential liability associated with the performance, security or reliability of these technologies. Our ability to maintain or improve our market position depends on numerous factors beyond our control, including technological advancements, regulatory developments, infrastructure improvements (such as vehicle charging networks) and market acceptance of new technologies.
Current report
Successfully developing, manufacturing and commercializing new products and services requires significant investment and involves substantial uncertainty. Our investments in automation, product innovation and digital capabilities may not achieve their intended benefits or generate commercially successful products. New products may not achieve market acceptance, may reduce sales of existing products or may be introduced by competitors more successfully or at lower prices. If we fail to successfully develop, commercialize or adapt our products and services to evolving market conditions, our sales, profitability and competitive position could be materially adversely affected.
Current report
Increases in the cost of raw materials and component parts could adversely affect our business, financial condition and results of operations.
Current report
Our manufacturing operations require substantial quantities of raw materials and component parts, including aluminum, lumber, petroleum-based products, chassis, electronics, appliances, furniture and other components. The prices of these materials and components are subject to volatility due to inflation, changes in supply and demand, tariffs and trade policies, energy costs, transportation costs, labor costs, currency fluctuations and other economic factors beyond our control. Our ability to recover higher costs depends on market conditions, consumer demand, competitive pricing pressures and dealer acceptance of price increases. In periods of weakened demand or heightened competition, we may be unable to fully recover increased costs through higher selling prices. In addition, sustained increases in the cost of raw materials or component parts, or our inability to timely recover those increases through pricing or other cost-saving initiatives, could reduce gross margins and profitability and materially adversely affect our net sales, results of operations, cash flows and financial condition.
Current report
Cybersecurity incidents or technology disruptions could adversely affect our operations, financial condition and reputation.
Current report
Our success depends on our ability to attract, develop and retain qualified employees and key management personnel.
Current report
We depend on our ability to attract, develop and retain qualified hourly and salaried employees to support our operations. Competition for skilled employees can be intense, particularly during periods of high industry demand, and may require higher compensation and benefits costs. Evolving employee expectations and the introduction of new technologies may also require us to invest in employee development and enhance our compensation and benefit offerings. In addition, healthcare, workers’ compensation and other employee benefit costs may increase due to higher utilization, regulatory requirements or other factors. Furthermore, within our European-based operations, we incur significant costs with respect to employee benefits which are largely governed by country and regional regulations. New or revised governmental mandates may also cause our operating results and financial condition to suffer. If we are unable to attract, develop and retain qualified employees at a reasonable cost, our operations and financial results could be adversely affected.
Current report
We also rely on the knowledge, experience and skills of our executive management and key operating company personnel. Our continued success depends on our ability to attract and retain these employees and maintain effective succession plans. The loss of key personnel, particularly if suitable successors are not available, could adversely affect our business and results of operations.
Current report
Collective labor arrangements, additional unionization or work stoppages could increase our costs or disrupt our operations.
Current report
We also depend on suppliers and transportation providers with unionized workforces. Strikes, work stoppages or other labor disruptions involving our employees or these third parties have in the past, and could in the future, disrupt the manufacture, sale or distribution of our products and adversely affect our business and results of operations.
Current report
The concentration of our U.S. operations and certain key suppliers in northern Indiana exposes us to regional risks.
Current report
A majority of our U.S. operations and a number of our key suppliers are located in northern Indiana, where a significant portion of the North American RV industry is concentrated. As a result, regional labor shortages, natural disasters, public health emergencies or other disruptions could simultaneously affect our operations and supply chain, increase our costs or limit our ability to respond to changes in demand, which could adversely affect our results of operations.
Current report
Natural disasters and adverse weather conditions could adversely affect our operations and financial results.
Current report
The rapid evolution and increasing adoption of artificial intelligence (“AI”) technologies may further increase these risks and introduce additional legal, operational and cybersecurity challenges. We, and certain of our third-party service providers, may increasingly utilize AI-enabled technologies to support various business functions. The use of AI may create risks associated with inaccurate, incomplete or biased outputs; unauthorized disclosure of confidential, proprietary or personal information; infringement or misappropriation of intellectual property rights; cybersecurity vulnerabilities and evolving regulatory requirements governing the development, deployment and use of AI technologies. In addition, third-party AI tools and service providers may not operate in accordance with our expectations or applicable legal and regulatory requirements, and we may have limited visibility into or control over their development, training methodologies, security practices or use of data.
Current report
As AI technologies continue to evolve, existing and new laws, regulations and industry standards governing AI, automated decision-making, transparency, accountability and data usage may impose additional compliance obligations, require changes to our business practices or increase our operating costs. Although we may establish governance frameworks, policies, employee training and other controls designed to promote the responsible use of AI technologies, these measures may not prevent misuse, unauthorized use, inaccurate outputs, regulatory noncompliance or other unintended consequences. Any actual or perceived failure to appropriately govern the use of AI technologies by us or our third-party providers could adversely affect our operations, financial condition, reputation or results of operations.
Current report
Furthermore, we obtain motorized chassis from a number of different chassis suppliers who are required to comply with strict emission standards. As governmental agencies revise emissions or other regulatory standards, chassis manufacturers must modify their products to comply within prescribed timeframes. Compliance efforts, changing business priorities or strategic decisions by chassis manufacturers could delay the introduction of compliant chassis, reduce available production capacity, limit the types or variety of chassis offered to the recreational vehicle industry or increase chassis costs. In the past, certain chassis manufacturers have experienced challenges meeting regulatory requirements or supplying sufficient quantities of compliant chassis. Changes to chassis specifications or product offerings may also require modifications to our engineering, manufacturing and production processes, resulting in additional costs, production inefficiencies or delays. If chassis manufacturers discontinue or reduce production of chassis used in our products, limit the availability of certain chassis configurations or significantly increase prices, we may incur additional costs, experience production disruptions or be unable to offer certain products, which could materially adversely affect our net sales, results of operations, cash flows and financial condition.
Current report
Evolving stakeholder expectations and regulatory requirements relating to environmental, social and governance matters could adversely affect our business.
Current report
We are subject to increasing expectations from investors, consumers, employees, regulators and other stakeholders regarding environmental stewardship, social responsibility, corporate governance, business ethics and other sustainability-related matters. These expectations continue to evolve and may differ among stakeholder groups and jurisdictions. Failure to appropriately manage or communicate these matters, comply with applicable regulatory requirements or meet evolving stakeholder expectations could adversely affect our reputation, employee recruitment and retention, access to capital and operating results. For example, our RV products are powered by gasoline and diesel engines or are required to be towed by gasoline or diesel-powered vehicles. Government policies, evolving regulatory requirements, consumer preferences, investor expectations and broader market developments relating to environmental matters may affect demand for our products, increase compliance costs, influence access to capital or require changes to our products, operations or supply chain.
Current report
Various investors, customers, lenders, employees, regulators and other stakeholders may evaluate our environmental, social and governance practices using differing standards, methodologies or expectations. These expectations may continue to evolve and may differ across jurisdictions or stakeholder groups. Failure to satisfy these evolving expectations, or differences between our practices and external stakeholder expectations, could adversely affect our reputation, customer and business relationships, ability to attract and retain employees, access to capital and results of operations.
Current report
We may be unable to adequately protect our intellectual property, and third parties may assert that our products or technologies infringe their intellectual property rights.
Current report
Our brands, trade names, trademarks, patents and other proprietary rights are important to our business, and we rely on a combination of intellectual property registrations, contractual protections and enforcement actions to protect them. These measures may not be adequate to prevent infringement, dilution or other unauthorized use of our intellectual property, and enforcing our rights can be costly, time-consuming and ultimately unsuccessful, particularly in jurisdictions where legal protections are less robust. Failure to adequately protect our intellectual property could diminish the value of our brands and adversely affect our competitive position and results of operations.
Current report
In addition, third parties have asserted, and may in the future assert, claims that our products, components or technologies infringe their patents or other intellectual property rights. As our products increasingly incorporate connectivity, software and other digital technologies, we may also receive demands to license patents, including patents claimed to be essential to industry technology standards. Defending against these claims, regardless of merit, can be costly and divert management attention, and an adverse outcome could require us to pay damages or ongoing royalties, cease manufacturing or selling certain products, redesign products or components or obtain licenses on unfavorable terms, any of which could adversely affect our business, financial condition and results of operations.
Current report
These provisions could discourage, delay or prevent a third party from acquiring us or otherwise discourage transactions that stockholders may consider favorable. As a result, these provisions could limit opportunities for our stockholders to receive a premium for their shares.
Current report
Our risk management and compliance processes may not be effective in identifying or mitigating all material risks.
Current report
We maintain enterprise risk management processes, governance structures, internal controls and compliance programs designed to identify, assess, monitor and mitigate risks across our business. However, these processes cannot anticipate, identify or mitigate every risk we may face and may not be effective under all circumstances. Rapidly evolving business conditions, emerging technologies, changes in laws and regulations, human error, misconduct by employees or third parties, or other unforeseen events may expose us to risks that are unidentified, underestimated or inadequately managed. If our enterprise risk management processes fail to identify or appropriately respond to material risks in a timely manner, our business, financial condition, results of operations or reputation may be adversely affected.
Removed paragraphs (41)
Previous report
The stock market, in general, experiences volatility that has often been unrelated to the underlying operating performance of companies. Likewise, at various points in our history, our stock price has experienced volatility that has not been correlated to our operating results. If this volatility were to occur in the future, the trading price of our common stock could decline significantly, independent of our actual financial performance. The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including, among other things, the following:
Previous report
•Development of new products and features by our competitors;
Previous report
•Development of new collaborative arrangements by us, our competitors or other parties;
Previous report
•Actual or anticipated changes in government regulations applicable to our business in the various jurisdictions in which we operate;
Previous report
•Actual or anticipated changes to trade policy, tariffs and import/export regulations;
Previous report
•Changes in investor perception of our business and/or management;
Previous report
•Changes in global economic conditions or general market conditions in our industry;
Previous report
•Changes in interest rates and credit availability and their impact on our industry;
Previous report
•Changes in market expectations of our future growth and profitability;
Previous report
•Occurrence of disruptive or catastrophic health, economic or political events; and
Previous report
•Sales of our common stock held by certain equity investors or members of management.
Previous report
The Company’s stock price may also reflect expectations regarding our stock repurchase activity and our dividend rate. If we fail to meet expectations related to future growth, profitability, dividends, share repurchases or other market expectations, analysts or investors could change their opinions and/or recommendations regarding our stock and our stock price may decline, which could have a material adverse impact on investor confidence.
Previous report
Finally, we also face competition from other consumer leisure, discretionary and vacation spending alternatives, such as cruises, vacation homes, timeshares, tent camping and other traditional vacations along with other recreational products like boats and motorcycles. Changes in actual or perceived value among these alternatives by consumers could impact our future sales volume and profitability.
Previous report
Our long-term success and competitiveness depend on the successful execution of our innovation initiatives.
Previous report
A key driver in our historical performance and growth has been our ability to maintain our strong brands and to continuously develop and introduce innovative new and improved products at a reasonable cost that are desired by consumers. Adoption of new technological advances and changing governmental regulatory mandates could result in changes to product offerings and in consumer preferences for recreational vehicles or the types of recreational vehicles consumers prefer. These changes could include shifts to smaller recreational vehicles, electric recreational vehicles, hybrid recreational vehicles, autonomous recreational vehicles, connected recreational vehicles or other currently unanticipated changes. Our ability to successfully maintain our market position or grow through investments in the areas of electrification, connectivity and digital services depends on many factors, including advancements in technology, regulatory changes, infrastructure development (e.g., a widespread vehicle charging network) and other factors that are difficult to predict.
Previous report
To successfully execute our long-term strategy, we believe we must continue to develop and successfully market our existing products as well as new products, including lightweight motorized and towable recreational vehicles, hybrid or electric recreational vehicles with sufficient user range capability and innovative services that enrich the end users’ RV experience. Our initiatives to invest in the future of the RV industry, including automation of certain of our production processes and investments in new product and service innovation, are likely to be costly and may not be successful. The uncertainties associated with developing and introducing innovative new and improved products and services, such as gauging changing consumer demands and preferences and successfully developing, manufacturing, marketing and selling these products, may impact the success of our product introductions. Further, we cannot be certain that our new product introductions will not reduce revenues from existing models and adversely affect our results of operations. If the products we introduce do not gain widespread market acceptance, or if our competitors’ new products obtain better market acceptance or render our products obsolete, we could lose sales or be required to reduce our prices, which could adversely impact our results of operations and financial position. In addition, there is no guarantee that our innovation or automation efforts will lead to products or services that will be introduced to market or that an initial product or service concept or design will result in a unit that generates sales in sufficient quantities and at high enough prices to be profitable.
Previous report
Fluctuations in the prices of raw material and component parts may adversely affect our business.
Previous report
Raw material and component part prices have fluctuated significantly in the past and may fluctuate considerably in the future. Current and proposed tariffs on goods imported to the U.S., or countermeasures imposed in response to such tariffs, may increase the cost of goods for our products if we are unable to source the required raw materials or component parts domestically or from other countries with lower tariff rates. Such cost increases may adversely affect our operating results and financial condition, if we are unable to pass along the costs increases to our dealers. Competition and business conditions may limit the amount or timing of cost increases that can be passed on to our customers in the form of increased sales prices. Conversely, as raw material costs decline, we may not be able to maintain selling prices consistent with higher-cost raw materials in our inventory, which could adversely affect our operating results.
Previous report
Our long-term viability and financial success are dependent upon our ability to attract and retain an experienced and skilled workforce, including within our management teams, while also maintaining a flexible and competitive compensation and benefit cost structure.
Previous report
We rely on the existence of an available, qualified workforce to manufacture our products and on our ability to recruit and retain talented hourly and salaried employees. Competition for such employees is intense in the areas where we operate, particularly during periods of high industry demand as such periods require us to pay higher wages to attract and retain a sufficient number of qualified employees. We cannot be certain that we will be able to attract and retain qualified employees to meet future manufacturing needs at a reasonable cost, or at all.
Previous report
Within our U.S.-based operations, we incur significant costs with respect to employee healthcare and workers compensation benefits. We are self-insured for these employee healthcare and workers compensation benefits up to certain defined retention limits. If costs related to these or other employee benefits increase as a result of increased healthcare costs in the U.S., increased utilization of such benefits as a result of increased claims, new or revised U.S. governmental mandates or otherwise, our operating results and financial condition may suffer. Within our European-based operations, we incur significant costs with respect to employee benefits which are largely governed by country and regional regulations. New or revised governmental mandates may also cause our operating results and financial condition to suffer.
Previous report
In addition to compensation considerations, potential employees are placing an increasing premium on various tangible and intangible benefits, such as working for companies with a clear purpose, flexible work arrangements, limited overtime requirements, increased benefit packages and other considerations. If we are not perceived as an employer of choice, we may be unable to recruit and retain skilled employees. Further, if we lose existing employees with needed skills or we are unable to upskill and develop existing employees, particularly with the introduction of new technologies, it could have a substantial adverse effect on our business and results of operations.
Previous report
We rely heavily upon the knowledge, experience and skills of our executive management and key operating company management employees to compete effectively in the RV industry and manage our operations. Our future success depends on, among other factors, our ability to attract and retain executive management and key leadership level personnel and, upon the departure of such key employees, the existence of adequate succession plans. The loss of members of our executive management or other key employees could have a material adverse effect on our business and results of operations in the event that our succession plans prove inadequate.
Previous report
We could be impacted by the potential adverse effects of union activities.
Previous report
We also are, directly or indirectly, dependent upon companies with unionized work forces, such as parts suppliers, chassis suppliers and trucking and freight companies. Work stoppages or strikes organized by such third-party unions have in the past and could again in the future have a material adverse impact on our business. If a work stoppage occurs, it could delay the manufacture, sale and distribution of our products and have a material adverse effect on our business, operating results or financial condition.
Previous report
Interruption of information systems service or misappropriation or breach of our information systems could cause disruption to our operations, disclosure of confidential or personal information or cause damage to our reputation.
Previous report
Our U.S.-based operations are primarily centered in northern Indiana.
Previous report
The majority of our U.S. operations are located in northern Indiana, which is home to a large proportion of the North American RV industry. The concentration of our operations in northern Indiana creates certain risks, including those listed below which we have experienced in the past and may experience in the future:
Previous report
•Competition for workers skilled in the industry, especially during times of low unemployment or periods of high demand for RVs, which has in the past, and may, in the future, increase the cost of our labor or limit the speed at which we can respond to changes in consumer demand;
Previous report
•Retention and recruitment challenges as employees with industry knowledge and experience have been, and may continue to be, attracted to other positions or opportunities within or external to the RV industry, and their ability to change employers is relatively easy;
Previous report
•The potential for greater adverse impact from natural disasters, such as weather-related events and public health emergencies; and
Previous report
•The potential for new start-up RV manufactures to gain traction as the region has a skilled and knowledgeable workforce and many key suppliers are situated within the region as well.
Previous report
In addition, a number of our key suppliers are also located in northern Indiana and are impacted by similar risks.
Previous report
Adverse weather conditions and weather-related events could have a negative impact on our revenues and results of operations.
Previous report
Furthermore, we obtain motorized chassis from a number of different chassis suppliers who are required to comply with strict emission standards. As governmental agencies revise those standards, the chassis manufacturers must comply within the timeframes established. Uncertainties created by continued emission standards compliance requirements or the adoption of revised emission standards include the ability of the chassis manufacturer to comply with such standards on a timely and ongoing basis as well as the ability to produce sufficient quantities of compliant chassis to meet our demand. In the past, certain chassis manufacturers have experienced difficulties in meeting one or both of these requirements. In addition, revisions to chassis by the suppliers often impact our engineering and production processes and may result in increased chassis costs and/or other costs to us.
Previous report
Increased public attention to environmental, social and governance matters may expose us to negative public perception, impose additional costs on our business or impact our stock price.
Previous report
In recent years, increased attention has been directed towards publicly traded companies regarding environmental, social and governance (“ESG”) matters. A failure, or perceived failure, to achieve stated ESG goals, respond to regulatory requirements or meet investor or customer expectations related to ESG concerns could cause harm to our business and reputation. For example, our RV products are powered by gasoline and diesel engines or are required to be towed by gasoline or diesel-powered vehicles. Government, media or activist pressure to limit emissions could negatively impact consumers’ perceptions of our products which could have a material adverse effect on our business, and the actions taken by governments and other actors to reduce emissions could impose costs that could materially affect our results of operation and financial condition.
Previous report
Additionally, while we strive to create an inclusive culture and workforce where everyone feels valued and respected, a failure, or perceived failure, to properly address inclusivity matters could result in reputational harm, reduced sales or an inability to attract and retain a talented workforce.
Previous report
Organizations that provide information to investors on corporate governance and other matters have developed rating systems for evaluating companies on their approach to ESG. Unfavorable ESG ratings may lead to negative investor sentiment which could have a negative impact on our stock price.
Previous report
Our risk management policies and procedures may not be fully effective in achieving their purposes.
Showing the first 40 of 41 passages. Open the source sections for the rest.
Reworded paragraphs (69)
Previous wording
The following risk factors should be considered carefully in addition to the other information contained in this filing.
Current wording
The following risk factors should be considered carefully together with the other information contained in this Annual Report on Form 10-K.
Previous wording
The risks and uncertainties described below are not the only ones we face and represent risks that our management believes are currently material to our Company and our business. Additional risks and uncertainties not presently known to us or that we currently deem not material may also harm our business. If any of the following risks actually occur, our business, financial condition or results of operations could be harmed.
Current wording
The risks and uncertainties described below are not the only ones we face and represent risks that management currently believes are material to the Company and its business. Additional risks and uncertainties not presently known to us or that we currently deem not material may also harm our business. If any of the following risks actually occur, our business, financial condition, results of operations or cash flows could be harmed.
Previous wording
The RV industry has historically been characterized by cycles of growth and contraction in consumer demand, generally reflecting prevailing overall economic and market conditions (such as the level of inflation, interest rates and tariffs), consumer sentiment and behavior and demographic conditions which affect disposable income for leisure-time activities. Changes can impact the RV industry suddenly and severely. Consequently, the results of any prior period may not be indicative of results for any future period. Furthermore, if industry RV sales were to decline to levels significantly below our planning assumptions, the decline could have a substantial adverse effect on our financial condition, results of operations and cash flows.
Current wording
The RV industry has historically been characterized by cycles of growth and contraction in consumer demand, generally reflecting prevailing overall economic and market conditions (such as the level of inflation, interest rates and tariffs), consumer sentiment, consumer behavior and demographic conditions which affect disposable income for leisure-time activities. These changes can affect the RV industry suddenly and significantly. Consequently, the results of any prior period may not be indicative of results for any future period. Furthermore, if RV industry sales were to decline to levels significantly below our planning assumptions, the decline could have a substantial adverse effect on our financial condition, results of operations and cash flows.
Previous wording
In addition to the RV industry cyclicality, we have experienced, and expect to experience in future periods, significant variability in quarterly production rates, sales and net income as a result of annual seasonality in our business. Because recreational vehicles are used primarily by vacationers and campers, demand, sales and profits in the RV industry generally decline during the fall and winter months, while demand, sales and profits are generally highest during the spring and summer months. Various factors such as constraints in the labor pool, supply chain disruptions, economic conditions and desired dealer stocking levels have disrupted, and may disrupt in the future, the historical trends in the seasonality of our business in both North America and Europe.
Current wording
In addition to the cyclicality of the RV industry, we have experienced, and expect to experience in future periods, significant variability in quarterly production rates, sales, net income and cash flows as a result of annual seasonality in our business. Because recreational vehicles are used primarily by vacationers and campers, demand, sales, profits and cash flows in the RV industry generally decline during the fall and winter months, while demand, sales, profits and cash flows are generally highest during the spring and summer months. Various factors, including economic conditions, desired dealer stocking levels, supply chain disruptions and constraints in the labor pool, have disrupted, and may disrupt in the future, the historical trends in the seasonality of our business in both North America and Europe.
Previous wording
Our business is structured, particularly in the United States, to quickly align production rates and cost structure to meet rapidly changing market conditions. However, if we are unable to ramp production, and the corresponding workforce, up or down quickly enough in response to rapid changes in demand, we may not be able to effectively manage our costs, which could negatively impact operating results, and we may also lose sales and market share.
Current wording
Our business is structured, particularly in the United States, to align production rates and our cost structure to meet rapidly changing market conditions. However, if we are unable to ramp production and the corresponding workforce up or down quickly enough in response to rapid changes in demand, we may not be able to effectively manage our costs, which could adversely affect operating results, and we may also lose sales and market share.
Previous wording
With our global footprint, our business could be adversely affected by macroeconomic and geopolitical developments or other events.
Current wording
With our global footprint, macroeconomic, geopolitical and trade-related developments could materially adversely affect our business.
Previous wording
Due to the interconnectedness of the global economy, the challenges of a financial crisis, economic downturn or recession, trade policy volatility, natural disaster, war, geopolitical crisis, public health emergency or other significant event in one area of the world can have a sudden material adverse impact on markets around the world. RV industry sales volume in our key markets can be volatile and could decline if there is a financial crisis, recession or significant geopolitical event. Our results of operations are generally sensitive to changes in overall economic and political conditions, including recessionary conditions, inflationary or deflationary pressures, changes in tariff rate, prolonged high unemployment rates, significant changes in the cost and/or availability of fuel or energy, consumer confidence, interest rates, restrictions and/or shortages of natural gas or other fuels, terrorism and military conflicts. Historically, we have seen that in times of economic uncertainty, consumers who have less discretionary income generally defer spending on high-cost, discretionary products, such as RVs. Recently, we have seen demand for RVs remain depressed amid ongoing inflation, persistently higher interest rates, political and trade policy uncertainty and numerous other macroeconomic indices which have generally remained challenging in the regions in which we operate. If economic and political conditions worsen and RV sales decline, our operating results and financial condition would be negatively affected.
Current wording
Due to the interconnectedness of the global economy, a financial crisis, economic downturn or recession, trade policy volatility, geopolitical tensions, armed conflicts, sanctions, export controls, natural disasters, public health emergencies or other significant events in one area of the world can have a sudden material adverse effect on global markets, international trade, supply chains and the regions in which we operate and sell our products. RV industry sales volume in our key markets can be volatile and could decline if there is a financial crisis, recession or significant geopolitical event. Our results of operations are generally sensitive to changes in overall economic, political and geopolitical conditions, including recessionary conditions, inflationary or deflationary pressures, changing trade policies, tariffs, sanctions, export controls, geopolitical fragmentation, restrictions on cross-border commerce, prolonged high unemployment, significant changes in energy availability or prices, consumer confidence, interest rates, restrictions or shortages of natural gas or other fuels, terrorism, military conflicts and other disruptions affecting the global economy. Historically, we have seen that in times of economic uncertainty, consumers who have less discretionary income generally defer spending on high-cost, discretionary products, such as RVs. In recent periods, we have seen demand for RVs remain depressed amid ongoing conflicts, inflation, persistently higher interest rates, political and trade policy uncertainty and numerous other macroeconomic indicators that have remained challenging in the regions in which we operate. If economic and political conditions worsen and RV demand continues to decline, our operating results and financial condition could be adversely affected.
Previous wording
The industry in which we operate is highly competitive both in North America and in Europe and our requirements as a public company may put us at a competitive disadvantage.
Current wording
The RV industry is highly competitive in both North America and Europe and our requirements as a public company may put us at a competitive disadvantage.
Previous wording
The RV industry is generally characterized by relatively low barriers to entry, which results in a highly competitive business environment. According to Stat Surveys and CIVD, respectively, there are approximately 80 RV manufacturers in the U.S. and Canada and approximately 30 RV manufacturers across Europe. Competition within the industry is based upon price, design, value, quality, service, brand awareness and reputation, as well as other factors. Competitive pressures have, from time to time, resulted in a reduction of our profit margins and/or in our market share. In periods of economic downturn, these competitive pressures can increase as RV manufacturers compete for a share of a smaller RV market. Sustained increases in these competitive pressures could have a material adverse effect on our results of operations. In addition, as a public company, we are required to disclose certain information that may put us at a competitive disadvantage compared to certain of our competitors who are either non-public or are not required to disclose specific industry-related information due to the immateriality of that information to their parent company’s consolidated operations.
Current wording
The RV industry is generally characterized by relatively low barriers to entry, which results in a highly competitive business environment. According to Stat Surveys and CIVD, respectively, there are approximately 80 RV manufacturers in the U.S. and Canada and approximately 30 RV manufacturers across Europe. Competition within the industry is based on price, design, value, quality, service, brand awareness and reputation, as well as other factors. Competitive pressures have, from time to time, resulted in reduced profit margins and/or market share. In periods of economic downturn, these competitive pressures can increase as RV manufacturers compete for a share of a smaller RV market. Sustained increases in these competitive pressures could have a material adverse effect on our results of operations. In addition, as a public company, we are required to disclose certain information that may put us at a competitive disadvantage compared to certain of our competitors who are either privately owned or are not required to disclose specific industry-related information due to the immateriality of that information to their parent company’s consolidated operations.
Previous wording
Due to the anticipated long-term interest in the RV lifestyle, a number of start-up companies in North America, and certain automotive manufacturers, in both North America and Europe, have entered the RV industry within the last few years and introduced products that directly compete with our products. If existing or new competitors develop products that are superior to, are more innovative than, achieve better consumer acceptance than, or are offered at a lower net price to dealers than our products, our market share, sales volume and profit margins may be adversely affected. Not only does our Company compete against numerous existing RV manufacturers, but a number of our operating subsidiaries directly compete with each other.
Current wording
Due to the anticipated long-term interest in the RV lifestyle, a number of start-up companies in North America, and certain automotive manufacturers, in both North America and Europe, have in the recent past entered the RV industry and introduced products that directly compete with our products. If existing or new competitors develop products that are superior to, more innovative than, achieve better consumer acceptance than or are offered at a lower net price to dealers than our products, our market share, sales volume and profit margins may be adversely affected. In addition, a number of our operating subsidiaries compete directly with each other.
Previous wording
In addition to direct competition from other RV manufacturers, we also continuously compete against consumer demand for used recreational vehicles, particularly during periods of economic downturn. Increased availability of used recreational vehicles and significant price differences between new and used recreational vehicles, as a result of an economic downturn or otherwise, could have a material adverse effect on demand for our products and our results of operations.
Current wording
We also compete against consumer demand for used recreational vehicles, particularly during periods of economic downturn. Increased availability of used recreational vehicles and significant price differences between new and used recreational vehicles, as a result of an economic downturn or otherwise, could have a material adverse effect on demand for our products and our results of operations. We also compete with other discretionary leisure and vacation alternatives. Changes in the availability or relative value of these alternatives could reduce demand for new recreational vehicles and adversely affect our sales and profitability.
Previous wording
We are highly dependent on our suppliers to deliver raw materials and component parts timely and in sufficient quantities to meet our production demands.
Current wording
We are highly dependent on our suppliers to deliver raw materials and component parts on a timely basis and in sufficient quantities to meet our production demands.
Previous wording
We depend on timely and sufficient delivery of raw materials and component parts from our suppliers. If there is a shortage of raw materials or component parts in our supply chain or a supplier is unable to deliver raw materials and component parts to us because of production issues, labor constraints, limited availability of materials, shipping problems or other reasons, the shortage may disrupt our operations or increase our cost of production. For example, in fiscal 2024 we experienced supply shortages and delivery delays of non-chassis raw material components in Europe which negatively impacted the efficiency of our production in fiscal 2024 and resulted in an elevated level of work in process inventory on hand compared to historical norms. Such conditions could reoccur in the future and could have negative impacts on net sales and financial results due to not completing units on the production line and carrying higher volumes of incomplete units than historical norms.
Current wording
We depend on timely and sufficient delivery of raw materials and component parts from our suppliers. If there is a shortage of raw materials or component parts in our supply chain or a supplier is unable to deliver raw materials and component parts to us because of production issues, labor constraints, limited availability of materials, shipping problems or other reasons, the shortage may disrupt our operations or increase our cost of production. We are experiencing, and have in the past experienced, supply shortages and delivery delays of non-chassis raw material components in Europe, which adversely affects production efficiency and results in an elevated level of work in process inventory on hand compared to historical norms. Such conditions adversely affect net sales and financial results due to delays in completing units on the production line and carrying higher volumes of incomplete units than historical norms.
Previous wording
Raw materials and component parts are generally sourced from a number of suppliers that may not have: (1) the ability to meet our needs timely or completely, (2) the financial reserves or borrowing power to successfully manage through an economic hardship or (3) the ability to financially support potential warranty or recall demands. Additionally, some of our suppliers have in the past discontinued, or could in the future discontinue, their business or the materials or component parts we currently acquire from them with little to no warning. If we are not adequately sourced for certain raw materials or key component parts, the discontinuation of even some smaller suppliers could have an adverse effect on our business.
Current wording
Raw materials and component parts are generally sourced from a number of suppliers that may lack: (1) the ability to meet our needs timely or completely, (2) the financial reserves or borrowing power to successfully manage through economic hardship or (3) the ability to financially support potential warranty or recall demands. Additionally, some of our suppliers have in the past discontinued, or could in the future discontinue, their business or the materials or component parts we currently acquire from them with little or no warning. If we are not adequately sourced for certain raw materials or key component parts, the discontinuation of even some smaller suppliers could have an adverse effect on our business.
Previous wording
Furthermore, certain raw materials and component parts are sourced from countries where we do not currently have operations. We rely on the free flow of goods through open and operational ports on a consistent basis for a portion of our raw materials and components. Changes in trade policy and resulting tariffs that have or may be imposed, along with port, production or other delays, have, in the past, and could, in the future, cause increased costs for, or shortages of, certain raw materials and components. We may not be able to source alternative supplies as necessary without increased costs or at all. If alternative sources of these raw materials and components are not readily available, our net sales, earnings and cash flows could be negatively affected.
Current wording
Furthermore, certain raw materials and component parts are sourced from countries where we do not currently have operations. We rely on the free flow of goods through open and operational transportation routes and ports on a consistent basis for a portion of our raw materials and components. Changes in trade policy and resulting tariffs that have or may be imposed, along with port, production or other delays, have, in the past, and could, in the future, cause increased costs for, or shortages of, certain raw materials and components. We may not be able to source alternative supplies without incurring increased costs, or at all. If alternative sources of these raw materials and components are not readily available, our net sales, earnings and cash flows could be adversely affected.
Previous wording
The North American and European RV industries have, from time to time in the past, experienced shortages of chassis for various reasons, including component shortages, production delays, capacity constraints, labor constraints and work stoppages at the chassis manufacturers. For example, from calendar year 2020 through 2023, a number of our North American and European chassis suppliers experienced supply constraints of key components they required to manufacture chassis, including semiconductor chips, which limited their production of chassis. The reduced supply of chassis negatively impacted our production rates and sales of motorized RVs, particularly in Europe, during this period. In addition, within our European operations, unpredictable deliveries of chassis by the chassis manufacturers during this same period, and in calendar 2024, had a further negative impact on our results of operations due to missed sales and/or increased labor and overhead costs related to adjusting our own production schedules to accommodate the chassis received versus the chassis expected to be delivered. Such conditions could reoccur in the future and would have a negative impact on our results of operations.
Current wording
The European RV industry is experiencing, and both the North American and European RV industries have in the recent past experienced, shortages of chassis for various reasons, including component shortages, production delays, capacity constraints, labor constraints and work stoppages at the chassis manufacturers. In the recent past, a number of our North American and European chassis suppliers experienced supply constraints of key components they required to manufacture chassis, including semiconductor chips, which limited their production of chassis. The reduced supply of chassis adversely affects our production rates and sales of motorized RVs, particularly in Europe. In addition, within our European operations, unpredictable deliveries of chassis by the chassis manufacturers have further adversely affected our results of operations due to missed sales and/or increased labor and overhead costs related to adjusting our own production schedules to accommodate the chassis received versus the chassis expected to be delivered. Such conditions adversely affect our results of operations.
Previous wording
Government regulations aimed at reducing emissions and increasing fuel efficiency that impact our motorized chassis suppliers could negatively impact their production capacity and cost structure which could in turn negatively impact the supply of motorized chassis and/or result in increased input costs for our products. Government regulations could also accelerate the transition to electric vehicles, which may impact our product offerings and increase the cost of motorized chassis. Such rise in cost could outweigh the perceived benefits to consumers, negatively affecting our sales mix and pricing, resulting in decreased sales and/or margins.
Current wording
Government regulations aimed at reducing emissions and increasing fuel efficiency that impact our motorized chassis suppliers could adversely affect their production capacity and cost structure, which could in turn adversely affect the supply of motorized chassis and/or result in increased input costs for our products. Government regulations could also accelerate the transition to hybrid or fully electric vehicles, which may impact our product offerings and increase the cost of motorized chassis. Such increases in cost could outweigh the perceived benefits to consumers, adversely affecting our sales mix and pricing, resulting in decreased sales and/or margins.
Previous wording
In addition, increased restrictions imposed on a class of chemicals known as per-and polyfluoroalkyl substances ("PFAS"), which are widely used in parts and materials that are incorporated into our products, may negatively impact our supply chain due to the potentially decreased availability, or non-availability, of PFAS-containing parts and materials. If alternative sources are not readily available, our net sales, earnings and cash flows could be negatively affected.
Current wording
In addition, increased restrictions have been, and may in the future be, imposed on various products and chemicals utilized in the production of our vehicles. These include a class of chemicals known as per- and polyfluoroalkyl substances ("PFAS") and products containing, or capable of releasing, formaldehyde. PFAS are widely used in parts and materials that are incorporated into our products, and restrictions on PFAS may adversely affect our supply chain due to the potentially decreased availability, or unavailability, of PFAS-containing parts and materials. Likewise, many of the wood-based products, adhesives, and other materials used in our vehicle interiors can release formaldehyde. Recently adopted European Union restrictions establish formaldehyde emission limits for articles placed on the EU market after August 6, 2026 and for the interior of road vehicles placed on the EU market after August 6, 2027, and other jurisdictions, including the United States, impose similar formaldehyde emission standards on composite wood products. Compliance with these and similar future requirements may require changes to the materials we use, increase our material, testing and production costs, limit the availability of compliant materials from our suppliers or restrict our ability to sell certain products in affected markets, any of which could adversely affect our net sales, earnings and cash flows.
Previous wording
Continued consolidation within our key component supplier base inhibits our ability to source components from alternative suppliers and could result in increased component costs and/or a lack of adequate supply, which in turn may result in decreased margins, higher wholesale product costs or limited production output, which could, ultimately, result in lower demand for our products, decreased sales and reduced operating results.
Current wording
Consolidation within our North American RV industry supplier base, including announced or future mergers, acquisitions or other strategic transactions involving significant key component suppliers, could reduce the number of available suppliers for certain products, increase supplier concentration, enhance the bargaining position of our suppliers, inhibit our ability to source components from alternative suppliers, and could result in increased component costs or inadequate supply. For example, in June 2026 Patrick Industries and LCI Industries, two of the largest component suppliers to the North American RV industry, announced a proposed merger which, if completed, would further increase supplier concentration within our industry. These conditions may result in decreased margins, higher wholesale product costs or limited production output, which could ultimately result in lower demand for our products, decreased sales and reduced operating results.
Previous wording
Our motorized chassis suppliers may need to substantially modify their product offerings to comply with regulations related to emissions, fuel economy, autonomous driving technology, environmental and other regulations which could result in increased costs and/or a lack of adequate motorized chassis supply to us, which in turn may result in higher wholesale product input costs and decreased margins, which would have an adverse impact on our financial condition and results of operations.
Current wording
Our motorized chassis suppliers may need to substantially modify their product offerings to comply with regulations related to emissions, fuel economy, autonomous driving technology, environmental and other regulations, which could result in increased costs and/or a lack of adequate motorized chassis supply to us, which in turn may result in higher wholesale product input costs and decreased margins, which would have an adverse effect on our financial condition and results of operations.
Previous wording
Product recalls, customer satisfaction actions and complying with our recall obligations for both our products and for component parts supplied by vendors could adversely affect our financial condition and harm our reputation.
Current wording
Product recalls, customer satisfaction actions and our recall obligations for both our products and for component parts supplied by vendors could adversely affect our financial condition and harm our reputation.
Previous wording
We provide warranties on the products we sell. These warranties vary depending on the type of product and geographic location of the sale; however, in general, our warranties promise, within certain specified time periods following a retail sale, that we will repair, replace or adjust parts on our products that are not performing within acceptable standards or tolerances. These warranties extend to some, but not all, of our vendor-supplied raw materials and component parts as well. Estimated warranty costs are accounted for at the time of product sale and adjusted on a quarterly basis to reflect our best estimate of the amounts necessary to settle existing and future claims on our products. An increase in actual warranty claim costs as compared to our estimates could result in increased warranty liabilities and expense which could have an adverse impact on our earnings.
Current wording
We provide warranties on the products we sell. These warranties vary depending on the type of product and geographic location of the sale; however, in general, our warranties promise, within certain specified time periods following a retail sale, that we will repair, replace or adjust parts on our products that are not performing within acceptable standards or tolerances. These warranties extend to some, but not all, of our vendor-supplied raw materials and component parts as well. Estimated warranty costs are accounted for at the time of product sale and adjusted on a quarterly basis to reflect our best estimate of the amounts necessary to settle existing and future claims on our products. An increase in actual warranty claim costs as compared to our estimates could result in increased warranty liabilities and expense, which could have an adverse effect on our earnings.
Previous wording
Government safety standards require manufacturers to remedy issues related to vehicle safety through safety recall campaigns, and we regularly engage in voluntary recalls when we determine our products may have a safety issue. Issues subject to recall include both materials and workmanship from our companies as well as component parts supplied by vendors, arising from their quality issues or otherwise. The cost of certain recall and customer satisfaction actions have been substantial in the past and future recalls or customer satisfaction actions to remedy issues in products that have been sold could also be substantial and could have a material adverse effect on our financial condition and results of operations. In addition, multiple recalls to address safety or significant operating concerns could erode consumer confidence in our brands and adversely affect our reputation or the public perception and market acceptance of our products, resulting in lower sales and an adverse impact on our business and results of operations. Although we maintain appropriate reserves for such recall contingencies, from time to time we have been and likely will again be faced with specific campaigns that result in material expense. To mitigate this risk, we endeavor to compel our suppliers to maintain appropriate levels of insurance coverage and agree to commercially reasonable indemnification requirements. Our efforts may not be successful and the failure of suppliers to maintain sufficient insurance coverage or provide meaningful indemnification protection could result in increased expense and adversely affect our financial condition and results of operations.
Current wording
Government safety standards require manufacturers to remedy issues related to vehicle safety through safety recall campaigns, and we regularly engage in voluntary recalls when we determine our products may have a safety issue. Issues subject to recall include both materials and workmanship from our companies as well as component parts supplied by vendors, arising from their quality issues or otherwise. The costs of certain recall and customer satisfaction actions have been substantial in the past and future recalls or customer satisfaction actions to remedy issues in products previously sold could also be substantial and could have a material adverse effect on our financial condition and results of operations. In addition, multiple recalls to address safety or significant operating concerns could erode consumer confidence in our brands and adversely affect our reputation or the public perception and market acceptance of our products, resulting in lower sales and could adversely affect our business and results of operations. Although we maintain appropriate reserves for such recall contingencies, from time to time we have been and likely will again be faced with specific campaigns that result in material expense. To mitigate this risk, we endeavor to compel our suppliers to maintain appropriate levels of insurance coverage and agree to commercially reasonable indemnification requirements. Our efforts may not be successful and the failure of suppliers to maintain sufficient insurance coverage or provide meaningful indemnification protection could result in increased expense and adversely affect our financial condition and results of operations.
Previous wording
We are subject, in the ordinary course of business, to litigation involving product liability, consumer protection and other claims against us. In North America, we generally self-insure a portion of our exposure to product liability and certain other claims and also purchase product liability coverage above our self-insured retention. In Europe, we generally fully insure similar risks with insurance offering relatively low deductibles and premiums. Not all risks we face are covered by insurance, nor can we be certain that our insurance coverage will be sufficient to cover all future claims against us. Any material change in the aforementioned factors could have an adverse impact on our operating results. Any increase in the frequency and/or size of claims, as compared to our experience in prior years, may cause the premiums that we are required to pay for insurance to increase significantly, may negatively impact future self-insured retention levels and may also increase the amounts we pay in punitive damages, not all of which are covered by our insurance policies.
Current wording
We are subject, in the ordinary course of business, to litigation involving product liability, consumer protection and other claims against us. In North America, we generally self-insure a portion of our exposure to product liability and certain other claims and also purchase product liability coverage above our self-insured retention. In Europe, we generally fully insure similar risks with insurance offering relatively low deductibles and premiums. Not all risks we face are covered by insurance, nor can we be certain that our insurance coverage will be sufficient to cover all future claims against us. Any material change in the aforementioned factors could adversely affect our operating results. Any increase in the frequency and/or size of claims, as compared to our experience in prior years, may cause the premiums that we are required to pay for insurance to increase significantly, may adversely affect future self-insured retention levels and may also increase the amounts we pay in punitive damages, not all of which are covered by our insurance policies.
Previous wording
While we record, and adjust on a quarterly basis, reserves for known claims or possible claims to reflect our best estimate of the amount necessary to settle the claim, litigation is unpredictable by its nature and final adjudications may be materially worse than our estimate.
Current wording
While we record, and adjust on a quarterly basis, reserves for known claims or possible claims to reflect our best estimate of the amount necessary to settle the claim, litigation is inherently unpredictable and final adjudications may be materially worse than our estimate.
Previous wording
The loss of our largest independent dealer or an increase in independent dealer consolidations could have a material negative effect on our business.
Current wording
The loss of our largest independent dealer or an increase in independent dealer consolidations could have a material adverse effect on our business.
Previous wording
Sales to FreedomRoads, LLC accounted for approximately 14.0% of our consolidated net sales for fiscal 2025. During recent years, FreedomRoads, LLC has acquired a number of formerly independent RV dealerships. The leverage to negotiate better terms with us arising from FreedomRoads, LLC’s acquisitions or the loss of independent dealers could have a material adverse effect on our business. In addition, deterioration in the liquidity or creditworthiness of FreedomRoads, LLC could negatively impact our sales and accounts receivable and could, in the event of a financing default, trigger repurchase obligations under our repurchase agreements, which would have a significant adverse effect on our liquidity and results of operations.
Current wording
Sales to FreedomRoads, LLC accounted for approximately 13.0% of our consolidated net sales for fiscal 2026. During recent years, FreedomRoads, LLC has acquired a number of formerly independent RV dealerships. The leverage to negotiate better terms with us arising from FreedomRoads, LLC’s acquisitions or the loss of independent dealers could have a material adverse effect on our business. In addition, deterioration in the liquidity or creditworthiness of FreedomRoads, LLC could adversely affect our sales and accounts receivable and could, in the event of a financing default, trigger repurchase obligations under our repurchase agreements, which would have a significant adverse effect on our liquidity and results of operations.
Previous wording
Recently, a number of other U.S.-based independent dealers have acquired, and continue to acquire, formerly independent RV dealerships, resulting in further independent dealer concentration and improved negotiating leverage for these multi-location dealers. Continued consolidation in the U.S. independent dealer network could negatively impact our sales or gross margins and increase the concentration of our exposure under repurchase obligations related to these independent dealers.
Current wording
Recently, a number of other U.S.-based independent dealers have acquired, and continue to acquire, formerly independent RV dealerships, resulting in further independent dealer concentration and improved negotiating leverage for these multi-location dealers. Continued consolidation in the U.S. independent dealer network could adversely affect our sales or gross margins and increase the concentration of our exposure under repurchase obligations related to these independent dealers.
Previous wording
A material portion of our revenue is derived from sales of our products to international sources.
Current wording
A material portion of our revenue is derived from international sales.
Previous wording
Combined sales from the U.S. to foreign countries (predominately Canada) and sales from our foreign subsidiaries to countries other than the U.S. (predominately within the European Union) represented approximately 36.1% of THOR’s consolidated sales for fiscal 2025. Changes in U.S. policy regarding foreign trade, manufacturing or other matters may create negative sentiment about the U.S. among non-U.S. dealers, end customers, employees or prospective employees, all of which could adversely affect our operations, sales, and financial results. In addition, global political uncertainty poses risks of volatility in global markets, which could negatively affect our operations and financial results.
Current wording
Combined sales from the U.S. to foreign countries (predominantly Canada) and sales from our foreign subsidiaries to countries other than the U.S. (predominantly within the European Union) represented approximately 39.4% of THOR’s consolidated sales for fiscal 2026. Changes in U.S. trade policy, tariffs or other governmental actions may adversely affect customer demand, market conditions and perceptions of U.S.-based businesses in certain international markets. In addition, global political uncertainty poses risks of volatility in global markets, which could adversely affect our operations and financial results.
Previous wording
Implications related to our non-U.S. sales have negatively impacted our financial operating results in the past and are likely to reoccur in the future, at varying levels. These implications include foreign currency effects, tariffs, customs duties, inflation, difficulties in enforcing agreements and collecting receivables through foreign legal systems, compliance with international laws, treaties and regulations, unexpected changes in regulatory or tax environments, disruptions in supply or distribution, dependence on foreign personnel and various employee work agreements, foreign governmental action, as well as economic and social instability. In addition, there may be tax inefficiencies in repatriating cash from non-U.S. subsidiaries or unfavorable tax law changes.
Current wording
Factors affecting our non-U.S. sales have adversely affected our financial operating results in the past and are likely to recur in the future, at varying levels. These implications include foreign currency effects, tariffs, customs duties, inflation, difficulties in enforcing agreements and collecting receivables through foreign legal systems, compliance with international laws, treaties and regulations, unexpected changes in regulatory or tax environments, disruptions in supply or distribution, dependence on foreign personnel and various employee work agreements, foreign governmental action, as well as economic and social instability. In addition, there may be tax inefficiencies in repatriating cash from non-U.S. subsidiaries or unfavorable tax law changes.
Previous wording
Our U.S.-based subsidiaries have expenses and sales denominated in U.S. dollars. Sales by our U.S.-based subsidiaries into the Canadian market are subject to currency risk as devaluation of the Canadian dollar versus the U.S. dollar may negatively impact U.S.-dollar denominated sales into Canada. Our European-based subsidiaries primarily have Euro-denominated expenses, sales and assets which are subject to changes in the Euro and U.S. dollar currency exchange rate. To offset a portion of this currency risk, the EHG acquisition was partially funded through a Euro-denominated Term Loan B, which provides an economic hedge. Fluctuations in foreign currency exchange rates in the future could have a material negative effect on our reported revenues and results of operations.
Current wording
Our U.S.-based subsidiaries have expenses and sales denominated in U.S. dollars. Sales by our U.S.-based subsidiaries into the Canadian market are subject to currency risk as devaluation of the Canadian dollar versus the U.S. dollar may adversely affect U.S.-dollar denominated sales into Canada. Our European-based subsidiaries primarily have Euro-denominated expenses, sales and assets, which are subject to changes in the Euro and U.S. dollar currency exchange rate. To offset a portion of this currency risk, the EHG acquisition was partially funded through a Euro-denominated Term Loan B, which provides an economic hedge. Fluctuations in foreign currency exchange rates in the future could have a material adverse effect on our reported revenues and results of operations.
Previous wording
We are also subject to additional foreign regulatory frameworks, in some cases, more stringent or complex than similar United States frameworks. These emerging regulations are likely to require significant resources and could increase our cost of doing business, restrict our ability to operate our business or execute our strategies, and result in fines, penalties, or reputational harm if not fully complied with.
Current wording
We are also subject to additional foreign regulatory frameworks, in some cases, more stringent or complex than similar United States frameworks. These emerging regulations are likely to require significant resources and could increase our cost of doing business, restrict our ability to operate our business or execute our strategies, and result in fines, penalties, or reputational harm if we fail to comply with them.
Previous wording
We may not realize the anticipated benefits of strategic realignments or other reorganizational actions and such actions may cause the Company to incur significant charges, disrupt our operations or harm our reputation.
Current wording
We may not realize the anticipated benefits of strategic initiatives, including realignments or other reorganizational actions, and such initiatives may cause the Company to incur significant charges, disrupt our operations or harm our reputation.
Previous wording
We continually review and evaluate our business to identify strategic opportunities to make our operations more efficient and reduce costs. In doing so, we have taken, and may in the future take, strategic realignment actions, such as strategic reorganization measures, reduced production rates to align with current and forecasted operating needs or brand rationalization actions within a market segment. Our plans for implementing such actions are generally in response to external RV industry market factors or internal cost saving and efficiency opportunities. These actions may also include employee separations, realignment of our operating footprint (e.g., plant closures) or other strategic actions. Such actions have caused in the past, and may in the future cause us to incur significant costs; record impairments or other charges; subject us to potential claims from employees or other counterparties; disrupt our operations; distract management from current operations; or harm our reputation. Further, we may not realize the expected benefits of such reorganizational actions (e.g., anticipated cost savings), such benefits may be delayed, or market dynamics or other factors may have evolved such that we cannot obtain the original intended results of an action.
Current wording
We continually review and evaluate our business to identify strategic opportunities to make our operations more efficient and reduce costs. In doing so, we have taken, and may in the future undertake, strategic realignment actions including strategic reorganization measures, changes to our management, reporting or segment structure, reduced production rates to align with current and forecasted operating needs or brand rationalization actions within a market segment. Our plans for implementing such actions are generally in response to external RV industry market factors or internal cost saving and efficiency opportunities. These actions may also include employee separations, realignment of our operating footprint (e.g., plant closures) or other strategic actions. Such actions have caused, and may in the future cause, us to incur significant costs, record impairments or other charges, subject us to potential claims from employees or other counterparties, disrupt our operations, distract management from current operations, or harm our reputation. Further, we may not realize the expected benefits of such reorganizational actions (e.g., anticipated cost savings), such benefits may be delayed, or market dynamics or other factors may have evolved such that we cannot obtain the original intended results of an action.
Previous wording
Our growth has been achieved both organically and through acquisition. Business acquisitions, including joint ventures and other equity investment arrangements, pose a number of risks, including integration risks, that may result in negative consequences to our business, financial condition or results of operations. The pace and significance of acquisitions and the nature and extent of integration of acquired companies, assets, operations, joint venture arrangements and other equity investment arrangements involve a number of related risks including, but not limited to:
Current wording
Our growth has been achieved both organically and through acquisition. Business acquisitions, including joint ventures and other equity investment arrangements, pose a number of risks, including integration risks, that may result in negative consequences to our business, financial condition or results of operations. The pace and significance of acquisitions and the nature and extent of integration of acquired companies, assets, operations, joint venture arrangements and other equity investment arrangements involve a number of related risks including:
Previous wording
•Risks related to acquisitions outside of our historical RV OEM operations, which may carry new and less well-known operational challenges;
Current wording
•Risks related to acquisitions outside of our historical RV OEM operations, which may carry new and less understood operational challenges;
Previous wording
•The adverse impact on profitability if acquired operations, joint ventures or other equity investments do not achieve expected financial results or realize the synergies and other benefits expected;
Current wording
•The adverse effect on profitability if acquired operations, joint ventures or other equity investments do not achieve expected financial results or realize the synergies and other benefits expected;
Previous wording
•The potential negative impact on available cash and/or future cash flows to support acquisitions, joint ventures or equity investments and related commitments; and
Current wording
•The potential adverse effect on available cash and/or future cash flows to support acquisitions, joint ventures or equity investments and related commitments; and
Previous wording
•The potential adverse impact on operating results if, in future periods, impairments of significant amounts of goodwill and other assets occur.
Current wording
•The potential adverse effect on operating results if, in future periods, impairments of significant amounts of goodwill and other assets occur.
Showing the first 40 of 69 pairs. Open the source sections for the rest.
Rearranged previous paragraphs (6)
Previous report — wording carried elsewhere
•The ability of our Board of Directors to issue one or more series of preferred stock without further stockholder action;
Previous report — wording carried elsewhere
•Advance notice for nominations of directors by stockholders and for stockholders to present matters to be considered at our annual meetings;
Previous report — wording carried elsewhere
•Certain limitations on convening special stockholder meetings;
Previous report — wording carried elsewhere
•A requirement of the affirmative vote of the holders of 75% of our shares entitled to vote generally in the election of directors voting as a single class to remove a director without cause;
Previous report — wording carried elsewhere
•A requirement that any “business combination,” as defined in our Amended and Restated Certificate of Incorporation, that has not been approved or authorized by 75% of our directors then in office be approved by the affirmative vote of the holders of at least 75% of our shares entitled to vote generally for the election of directors, voting as a single class; and
Previous report — wording carried elsewhere
•The prohibition on engaging in a “business combination” with an “interested stockholder” for three years after the time at which a person became an interested stockholder unless certain conditions are met, as set forth in Section 203 of the Delaware General Corporation Law.