UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended January 31, ~~2021.~~2022.

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

COMMISSION FILE NUMBER 001-09235

THOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

93-0768752

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

601 E. Beardsley Ave., Elkhart, IN

46514-3305

(Address of principal executive offices)

(Zip Code)

(574) 970-7460

(Registrant's telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

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

Act:

Name of each exchange

Title of each class

Trading Symbol(s)

on which registered

Common stock (Par value $.10 Per Share)

THO

New York Stock Exchange

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

Yes ☑ No ☐

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

Yes ☑ No ☐

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

Large accelerated filer ☑ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

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

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

Yes ☐ No ☑

As of February 28, ~~2021, 55,366,241~~2022, 55,030,244 shares of the registrant’s common stock, par value $0.10 per share, were outstanding.

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

ITEM 1. FINANCIAL STATEMENTS

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

January 31, 2021 July 31, 2020
ASSETS
Current assets:
Cash and cash equivalents $ 183,634 $ 538,519
Restricted cash 2,913 2,844
Accounts receivable, trade, net 724,026 588,069
Factored accounts receivable 128,672 143,278
Accounts receivable, other, net 91,268 82,880
Inventories, net 1,300,185 716,305
Prepaid income taxes, expenses and other 64,851 30,382
Total current assets 2,495,549 2,102,277
Property, plant and equipment, net 1,132,722 1,107,649
Other assets:
Goodwill 1,581,990 1,476,541
Amortizable intangible assets, net 1,009,431 914,724
Deferred income tax assets, net 46,460 78,738
Other 103,394 91,531
Total other assets 2,741,275 2,561,534
TOTAL ASSETS $ 6,369,546 $ 5,771,460
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 803,496 $ 636,506
Current portion of long-term debt 12,802 13,817
Short-term financial obligations 36,672 35,939
Accrued liabilities:
Compensation and related items 203,379 160,083
Product warranties 251,009 252,869
Income and other taxes 49,868 83,893
Promotions and rebates 95,973 97,378
Product, property and related liabilities 18,939 15,440
Liabilities related to factored receivables 128,672 143,278
Other 71,597 76,078
Total current liabilities 1,672,407 1,515,281
Long-term debt 1,821,522 1,652,831
Deferred income tax liabilities, net 123,486 123,802
Unrecognized tax benefits 18,748 12,765
Other liabilities 136,672 121,212
Total long-term liabilities 2,100,428 1,910,610
Contingent liabilities and commitments 0 0
Stockholders’ equity:
Preferred stock – authorized 1,000,000 shares; NaN outstanding 0 0
Common stock – par value of $.10 per share; authorized 250,000,000 shares; issued 65,651,570 and 65,396,531 shares, respectively 6,565 6,540
Additional paid-in capital 448,010 436,828
Retained earnings 2,402,211 2,201,330
Accumulated other comprehensive income, net of tax 73,676 26,993
Less treasury shares of 10,285,329 and 10,197,775, respectively, at cost (360,226) (351,909)
Stockholders' equity attributable to THOR Industries, Inc. 2,570,236 2,319,782
Non-controlling interests 26,475 25,787
Total stockholders’ equity 2,596,711 2,345,569
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 6,369,546 $ 5,771,460


	January 31, 2022		July 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	305,243	$	445,852
Restricted cash	25,080		2,854
Accounts receivable, trade, net	1,080,454		796,489

Accounts receivable, other, net	81,836		153,443
Inventories, net	1,679,079		1,369,384
Prepaid income taxes, expenses and other	29,004		35,501

Total current assets	3,200,696		2,803,523
Property, plant and equipment, net	1,216,323		1,185,131
Other assets:
Goodwill	1,888,752		1,563,255
Amortizable intangible assets, net	1,237,947		937,171
Deferred income tax assets, net	1,597		41,216

Other	119,830		123,792
Total other assets	3,248,126		2,665,434
TOTAL ASSETS	$	7,665,145	$	6,654,088

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,002,636	$	915,045
Current portion of long-term debt	11,648		12,411
Short-term financial obligations	27,827		25,720
Accrued liabilities:
Compensation and related items	258,888		249,761
Product warranties	296,158		267,620
Income and other taxes	70,373		85,789
Promotions and rebates	101,806		128,869
Product, property and related liabilities	52,394		38,590


Other	82,684		70,980

Total current liabilities	1,904,414		1,794,785
Long-term debt	2,167,734		1,594,821
Deferred income tax liabilities, net	144,307		113,598
Unrecognized tax benefits	19,543		15,844
Other liabilities	175,563		186,934
Total long-term liabilities	2,507,147		1,911,197
Contingent liabilities and commitments	0		0
Stockholders’ equity:
Preferred stock – authorized 1,000,000 shares; none outstanding	—		—
Common stock – par value of $.10 per share; authorized 250,000,000 shares; issued 66,059,403 and 65,651,570 shares, respectively	6,606		6,565
Additional paid-in capital	479,946		460,482
Retained earnings	3,231,378		2,770,401
Accumulated other comprehensive income (loss), net of tax	(55,703)		44,621
Less treasury shares of 11,029,159 and 10,285,329, respectively, at cost	(436,568)		(360,226)
Stockholders’ equity attributable to THOR Industries, Inc.	3,225,659		2,921,843
Non-controlling interests	27,925		26,263
Total stockholders’ equity	3,253,584		2,948,106
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,665,145	$	6,654,088

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)


		Three Months Ended January 31,				Six Months Ended January 31,					Three Months Ended January 31,				Six Months Ended January 31,
		2021		2020		2021		2020			2022		2021		2022		2021
Net sales	Net sales	$	2,727,788	$	2,003,133	$	5,265,148	$	4,161,918	Net sales	$	3,875,018	$	2,727,788	$	7,833,242	$	5,265,148
Cost of products sold	Cost of products sold	2,312,911		1,746,727		4,471,419		3,596,701		Cost of products sold	3,199,744		2,312,911		6,502,544		4,471,419
Gross profit	Gross profit	414,877		256,406		793,729		565,217		Gross profit	675,274		414,877		1,330,698		793,729
Selling, general and administrative expenses	Selling, general and administrative expenses	206,189		162,357		387,952		350,821		Selling, general and administrative expenses	267,450		206,189		563,333		387,952
Amortization of intangible assets	Amortization of intangible assets	29,203		24,273		56,630		48,566		Amortization of intangible assets	43,349		29,203		76,563		56,630
Impairment charges		0		10,057		0		10,057

Interest income	Interest income	202		974		520		1,949		Interest income	91		202		284		520
Interest expense	Interest expense	24,164		27,234		48,440		55,259		Interest expense	24,598		24,164		45,511		48,440
Other income, net	Other income, net	8,436		1,404		9,051		1,034		Other income, net	6,285		8,436		13,520		9,051
Income before income taxes	Income before income taxes	163,959		34,863		310,278		103,497		Income before income taxes	346,253		163,959		659,095		310,278
Income tax provision	Income tax provision	32,769		7,837		63,449		24,626		Income tax provision	80,618		32,769		148,657		63,449
Net income	Net income	131,190		27,026		246,829		78,871		Net income	265,635		131,190		510,438		246,829
Less: Net income (loss) attributable to non-controlling interests	Less: Net income (loss) attributable to non-controlling interests	(1,334)		(1,647)		548		(867)		Less: Net income (loss) attributable to non-controlling interests	(933)		(1,334)		1,628		548
Net income attributable to THOR Industries, Inc.	Net income attributable to THOR Industries, Inc.	$	132,524	$	28,673	$	246,281	$	79,738	Net income attributable to THOR Industries, Inc.	$	266,568	$	132,524	$	508,810	$	246,281

Weighted-average common shares outstanding:	Weighted-average common shares outstanding:									Weighted-average common shares outstanding:
Basic	Basic	55,366,241		55,198,756		55,302,203		55,146,915		Basic	55,493,622		55,366,241		55,458,238		55,302,203
Diluted	Diluted	55,568,667		55,396,116		55,561,675		55,310,385		Diluted	55,649,445		55,568,667		55,720,079		55,561,675

Earnings per common share:	Earnings per common share:									Earnings per common share:
Basic	Basic	$	2.39	$	0.52	$	4.45	$	1.45	Basic	$	4.80	$	2.39	$	9.17	$	4.45
Diluted	Diluted	$	2.38	$	0.52	$	4.43	$	1.44	Diluted	$	4.79	$	2.38	$	9.13	$	4.43

Comprehensive income:	Comprehensive income:									Comprehensive income:
Net income	Net income	$	131,190	$	27,026	$	246,829	$	78,871	Net income	$	265,635	$	131,190	$	510,438	$	246,829
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax									Other comprehensive income (loss), net of tax
Foreign currency translation adjustment	Foreign currency translation adjustment	60,133		(11,902)		41,140		(10,909)		Foreign currency translation adjustment	(69,974)		60,133		(105,141)		41,140
Unrealized gain (loss) on derivatives, net of tax		2,351		(224)		5,683		(3,946)

Unrealized gain on derivatives, net of tax										Unrealized gain on derivatives, net of tax	2,129		2,351		4,484		5,683
Other (loss), net of tax										Other (loss), net of tax	(372)		—		(372)		—
Total other comprehensive income (loss), net of tax	Total other comprehensive income (loss), net of tax	62,484		(12,126)		46,823		(14,855)		Total other comprehensive income (loss), net of tax	(68,217)		62,484		(101,029)		46,823
Total Comprehensive income	Total Comprehensive income	193,674		14,900		293,652		64,016		Total Comprehensive income	197,418		193,674		409,409		293,652
Less: Comprehensive income (loss) attributable to non-controlling interests	Less: Comprehensive income (loss) attributable to non-controlling interests	(1,307)		(1,949)		688		(1,311)		Less: Comprehensive income (loss) attributable to non-controlling interests	(1,478)		(1,307)		923		688
Comprehensive income attributable to THOR Industries, Inc.	Comprehensive income attributable to THOR Industries, Inc.	$	194,981	$	16,849	$	292,964	$	65,327	Comprehensive income attributable to THOR Industries, Inc.	$	198,896	$	194,981	$	408,486	$	292,964

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Six Months Ended January 31,					Six Months Ended January 31,
		2021		2020			2022		2021
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	246,829	$	78,871	Net income	$	510,438	$	246,829
Adjustments to reconcile net income to net cash used in operating activities:
Adjustments to reconcile net income to net cash provided by (used in) operating activities:						Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	Depreciation	54,324		50,586		Depreciation	64,285		54,324
Amortization of intangible assets	Amortization of intangible assets	56,630		48,566		Amortization of intangible assets	76,563		56,630
Amortization of debt issuance costs	Amortization of debt issuance costs	5,460		5,371		Amortization of debt issuance costs	5,568		5,460
Impairment charges		0		10,057

Deferred income tax (benefit) provision	Deferred income tax (benefit) provision	(98)		1,661		Deferred income tax (benefit) provision	(13,317)		(98)
(Gain) loss on disposition of property, plant and equipment	(Gain) loss on disposition of property, plant and equipment	(196)		1,241		(Gain) loss on disposition of property, plant and equipment	701		(196)
Stock-based compensation expense	Stock-based compensation expense	13,058		10,075		Stock-based compensation expense	12,986		13,058
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Accounts receivable	Accounts receivable	(99,282)		(121,725)		Accounts receivable	(165,085)		(99,282)
Inventories, net	Inventories, net	(425,026)		(109,999)		Inventories, net	(236,002)		(425,026)
Prepaid income taxes, expenses and other	Prepaid income taxes, expenses and other	(39,226)		5,280		Prepaid income taxes, expenses and other	15,014		(39,226)
Accounts payable	Accounts payable	112,131		67,036		Accounts payable	32,848		112,131

Accrued liabilities	Accrued liabilities	(25,114)		(47,216)		Accrued liabilities	8,204		(25,114)
Long-term liabilities and other	Long-term liabilities and other	11,944		5,494		Long-term liabilities and other	(14,151)		11,944
Net cash provided by (used in) operating activities	Net cash provided by (used in) operating activities	(88,566)		5,298		Net cash provided by (used in) operating activities	298,052		(88,566)
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(48,097)		(52,858)		Purchases of property, plant and equipment	(117,804)		(48,097)
Proceeds from dispositions of property, plant and equipment	Proceeds from dispositions of property, plant and equipment	1,084		20,350		Proceeds from dispositions of property, plant and equipment	652		1,084
Business acquisitions, net of cash acquired	Business acquisitions, net of cash acquired	(310,576)		0		Business acquisitions, net of cash acquired	(781,818)		(310,576)

Other		—		(4,527)

Net cash used in investing activities	Net cash used in investing activities	(357,589)		(37,035)		Net cash used in investing activities	(898,970)		(357,589)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Borrowings on revolving asset-based credit facilities	Borrowings on revolving asset-based credit facilities	213,632		75,007		Borrowings on revolving asset-based credit facilities	660,088		213,632
Payments on revolving asset-based credit facilities						Payments on revolving asset-based credit facilities	(534,035)		—
Proceeds from issuance of senior unsecured notes						Proceeds from issuance of senior unsecured notes	500,000		—
Payments on term-loan credit facilities	Payments on term-loan credit facilities	(59,700)		(155,388)		Payments on term-loan credit facilities	—		(59,700)
Payments on revolving asset-based credit facilities		0		(47,609)

Payments on other debt	Payments on other debt	(7,522)		(7,058)		Payments on other debt	(5,965)		(7,522)

Payments of debt issuance costs						Payments of debt issuance costs	(8,445)		—
Regular cash dividends paid	Regular cash dividends paid	(45,400)		(44,159)		Regular cash dividends paid	(47,833)		(45,400)
Payments on finance lease obligations	Payments on finance lease obligations	(244)		(214)		Payments on finance lease obligations	(529)		(244)
Purchases of treasury shares						Purchases of treasury shares	(58,331)		—
Payments related to vesting of stock-based awards	Payments related to vesting of stock-based awards	(8,317)		(3,763)		Payments related to vesting of stock-based awards	(18,011)		(8,317)
Short-term financial obligations and other, net	Short-term financial obligations and other, net	(5,488)		9,896		Short-term financial obligations and other, net	3,821		(5,488)
Net cash provided by (used in) financing activities		86,961		(173,288)
Net cash provided by financing activities						Net cash provided by financing activities	490,760		86,961
Effect of exchange rate changes on cash and cash equivalents and restricted cash	Effect of exchange rate changes on cash and cash equivalents and restricted cash	4,378		(566)		Effect of exchange rate changes on cash and cash equivalents and restricted cash	(8,225)		4,378
Net decrease in cash and cash equivalents and restricted cash	Net decrease in cash and cash equivalents and restricted cash	(354,816)		(205,591)		Net decrease in cash and cash equivalents and restricted cash	(118,383)		(354,816)
Cash and cash equivalents and restricted cash, beginning of period	Cash and cash equivalents and restricted cash, beginning of period	541,363		451,262		Cash and cash equivalents and restricted cash, beginning of period	448,706		541,363
Cash and cash equivalents and restricted cash, end of period	Cash and cash equivalents and restricted cash, end of period	186,547		245,671		Cash and cash equivalents and restricted cash, end of period	330,323		186,547
Less: restricted cash	Less: restricted cash	2,913		3,537		Less: restricted cash	25,080		2,913
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	183,634	$	242,134	Cash and cash equivalents, end of period	$	305,243	$	183,634
Supplemental cash flow information:	Supplemental cash flow information:					Supplemental cash flow information:
Income taxes paid	Income taxes paid	$	112,425	$	46,653	Income taxes paid	$	151,307	$	112,425
Interest paid	Interest paid	$	39,705	$	53,546	Interest paid	$	33,529	$	39,705
Non-cash investing and financing transactions:	Non-cash investing and financing transactions:					Non-cash investing and financing transactions:
Capital expenditures in accounts payable	Capital expenditures in accounts payable	$	3,422	$	2,631	Capital expenditures in accounts payable	$	5,147	$	3,422

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2021 AND 2020 (UNAUDITED)
Three Months Ended January 31, 2021
Accumulated Stockholders'
Additional Other Equity Non- Total
Common Stock Paid-In Retained Comprehensive Treasury Stock Attributable controlling Stockholders'
Shares Amount Capital Earnings Income Shares Amount to THOR Interests Equity
Balance at November 1, 2020 65,651,570 $ 6,565 $ 442,794 $ 2,292,387 $ 11,219 10,285,329 $ (360,226) $ 2,392,739 $ 27,782 $ 2,420,521
Net income (loss) — — — 132,524 — — — 132,524 (1,334) 131,190
Restricted stock unit activity — — (2,074) — — — — (2,074) — (2,074)
Dividends $0.41 per common share — — — (22,700) — — — (22,700) — (22,700)
Stock-based compensation expense — — 7,290 — — — — 7,290 — 7,290
Other comprehensive income — — — — 62,457 — — 62,457 27 62,484
Balance at January 31, 2021 65,651,570 $ 6,565 $ 448,010 $ 2,402,211 $ 73,676 10,285,329 $ (360,226) $ 2,570,236 $ 26,475 $ 2,596,711
Six Months Ended January 31, 2021
Accumulated Stockholders'
Additional Other Equity Non- Total
Common Stock Paid-In Retained Comprehensive Treasury Stock Attributable controlling Stockholders'
Shares Amount Capital Earnings Income Shares Amount to THOR Interests Equity
Balance at August 1, 2020 65,396,531 $ 6,540 $ 436,828 $ 2,201,330 $ 26,993 10,197,775 $ (351,909) $ 2,319,782 $ 25,787 $ 2,345,569
Net income — — — 246,281 — — — 246,281 548 246,829
Restricted stock unit activity 255,039 25 (1,876) — — 87,554 (8,317) (10,168) — (10,168)
Dividends $0.82 per common share — — — (45,400) — — — (45,400) — (45,400)
Stock-based compensation expense — — 13,058 — — — — 13,058 — 13,058
Other comprehensive income — — — — 46,683 — — 46,683 140 46,823
Balance at January 31, 2021 65,651,570 $ 6,565 $ 448,010 $ 2,402,211 $ 73,676 10,285,329 $ (360,226) $ 2,570,236 $ 26,475 $ 2,596,711


THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021 (UNAUDITED)

	Three Months Ended January 31, 2022
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at November 1, 2021	66,058,290	$	6,606	$	473,775	$	2,988,726	$	11,969	10,438,198	$	(378,237)	$	3,102,839	$	29,403	$	3,132,242
Net income (loss)	—	—		—		266,568		—		—	—		266,568		(933)		265,635
Purchases of treasury shares	—	—		—		—		—		590,961	(58,331)		(58,331)		—		(58,331)
Restricted stock unit activity	1,113	—		(788)		—		—		—	—		(788)		—		(788)
Dividends $0.43 per common share	—	—		—		(23,916)		—		—	—		(23,916)		—		(23,916)
Stock-based compensation expense	—	—		6,959		—		—		—	—		6,959		—		6,959
Other comprehensive income (loss)	—	—		—		—		(67,672)		—	—		(67,672)		(545)		(68,217)


Balance at January 31, 2022	66,059,403	$	6,606	$	479,946	$	3,231,378	$	(55,703)	11,029,159	$	(436,568)	$	3,225,659	$	27,925	$	3,253,584

	Six Months Ended January 31, 2022
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at August 1, 2021	65,651,570	$	6,565	$	460,482	$	2,770,401	$	44,621	10,285,329	$	(360,226)	$	2,921,843	$	26,263	$	2,948,106
Net income (loss)	—	—		—		508,810		—		—	—		508,810		1,628		510,438
Purchases of treasury shares	—	—		—		—		—		590,961	(58,331)		(58,331)		—		(58,331)
Restricted stock unit activity	407,833	41		6,478		—		—		152,869	(18,011)		(11,492)		—		(11,492)
Dividends $0.86 per common share	—	—		—		(47,833)		—		—	—		(47,833)		—		(47,833)
Stock-based compensation expense	—	—		12,986		—		—		—	—		12,986		—		12,986
Other comprehensive income (loss)	—	—		—		—		(100,324)		—	—		(100,324)		(705)		(101,029)

Acquisitions	—	—		—		—		—		—	—		—		739		739
Balance at January 31, 2022	66,059,403	$	6,606	$	479,946	$	3,231,378	$	(55,703)	11,029,159	$	(436,568)	$	3,225,659	$	27,925	$	3,253,584

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2021 AND 2020 (UNAUDITED)
Three Months Ended January 31, 2020
Accumulated Stockholders'
Additional Other Equity Non- Total
Common Stock Paid-In Retained Comprehensive Treasury Stock Attributable controlling Stockholders'
Shares Amount Capital Earnings (Loss) Shares Amount to THOR Interests Equity
Balance at November 1, 2019 65,396,531 $ 6,540 $ 422,831 $ 2,095,659 $ (59,591) 10,197,775 $ (351,909) $ 2,113,530 $ 11,441 $ 2,124,971
Net income (loss) — — — 28,673 — — — 28,673 (1,647) 27,026
Restricted stock unit activity — — (520) — — — — (520) — (520)
Dividends $0.40 per common share — — — (22,079) — — — (22,079) — (22,079)
Stock-based compensation expense — — 5,062 — — — — 5,062 — 5,062
Other comprehensive loss — — — — (11,824) — — (11,824) (302) (12,126)
Balance at January 31, 2020 65,396,531 $ 6,540 $ 427,373 $ 2,102,253 $ (71,415) 10,197,775 $ (351,909) $ 2,112,842 $ 9,492 $ 2,122,334
Six Months Ended January 31, 2020
Accumulated Stockholders'
Additional Other Equity Non- Total
Common Stock Paid-In Retained Comprehensive Treasury Stock Attributable controlling Stockholders'
Shares Amount Capital Earnings (Loss) Shares Amount to THOR Interests Equity
Balance at August 1, 2019 65,189,907 $ 6,519 $ 416,382 $ 2,066,674 $ (57,004) 10,126,434 $ (348,146) $ 2,084,425 $ 10,803 $ 2,095,228
Net income (loss) — — — 79,738 — — — 79,738 (867) 78,871
Restricted stock unit activity 206,624 21 916 — — 71,341 (3,763) (2,826) — (2,826)
Dividends $0.80 per common share — — — (44,159) — — — (44,159) — (44,159)
Stock-based compensation expense — — 10,075 — — — — 10,075 — 10,075
Other comprehensive loss — — — — (14,411) — — (14,411) (444) (14,855)
Balance at January 31, 2020 65,396,531 $ 6,540 $ 427,373 $ 2,102,253 $ (71,415) 10,197,775 $ (351,909) $ 2,112,842 $ 9,492 $ 2,122,334


THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND SIX MONTHS ENDED JANUARY 31, 2022 AND 2021 (UNAUDITED)

	Three Months Ended January 31, 2021
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at November 1, 2020	65,651,570	$	6,565	$	442,794	$	2,292,387	$	11,219	10,285,329	$	(360,226)	$	2,392,739	$	27,782	$	2,420,521
Net income (loss)	—	—		—		132,524		—		—	—		132,524		(1,334)		131,190
Restricted stock unit activity	—	—		(2,074)		—		—		—	—		(2,074)		—		(2,074)
Dividends $0.41 per common share	—	—		—		(22,700)		—		—	—		(22,700)		—		(22,700)
Stock-based compensation expense	—	—		7,290		—		—		—	—		7,290		—		7,290
Other comprehensive income (loss)	—	—		—		—		62,457		—	—		62,457		27		62,484


Balance at January 31, 2021	65,651,570	$	6,565	$	448,010	$	2,402,211	$	73,676	10,285,329	$	(360,226)	$	2,570,236	$	26,475	$	2,596,711

	Six Months Ended January 31, 2021
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at August 1, 2020	65,396,531	$	6,540	$	436,828	$	2,201,330	$	26,993	10,197,775	$	(351,909)	$	2,319,782	$	25,787	$	2,345,569
Net income	—	—		—		246,281		—		—	—		246,281		548		246,829
Restricted stock unit activity	255,039	25		(1,876)		—		—		87,554	(8,317)		(10,168)		—		(10,168)
Dividends $0.82 per common share	—	—		—		(45,400)		—		—	—		(45,400)		—		(45,400)
Stock-based compensation expense	—	—		13,058		—		—		—	—		13,058		—		13,058
Other comprehensive income (loss)	—	—		—		—		46,683		—	—		46,683		140		46,823


Balance at January 31, 2021	65,651,570	$	6,565	$	448,010	$	2,402,211	$	73,676	10,285,329	$	(360,226)	$	2,570,236	$	26,475	$	2,596,711

See Notes to the Condensed Consolidated Financial Statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(All U.S. Dollar, Euro and British Pound Sterling amounts presented in thousands except share and per share data or except as otherwise specified)

1. Nature of Operations and 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"~~“THOR”), that, combined, represent the world's largest manufacturer of recreational vehicles (“RVs”). 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 July 31, ~~2020~~2021 amounts are derived from the annual audited financial statements of THOR. The interim financial statements are unaudited. In the opinion of management, all adjustments (which consist of normal, recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented have been made. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, ~~2020.~~2021. Due to seasonality within the recreational vehicle industry, and the ~~current~~impact of the ongoing COVID-19 pandemic on our industry, among other factors, annualizing the results of operations for the six months ended January 31, ~~2021~~2022 would not necessarily be indicative of the results expected for the full fiscal year.

~~Recently Adopted Accounting Standards~~

2. Acquisitions

In January 2017, the FASB issued ASU No. 2017-04, "Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment," which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (referred to as Step 2 in the goodwill impairment test). Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment charge equal to that excess shall be recognized, not to exceed the amount of goodwill allocated to the reporting unit. This ASU is effective for annual and any interim impairment tests for periods beginning after December 15, 2019. The Company adopted ASU 2017-04, effective August 1, 2020. The adoption of this ASU did not have a material impact on the Company's consolidated financial statements.AirXcel

On September 1, 2021, the Company acquired Wichita, Kansas-based AirX Intermediate, Inc. (“Airxcel”). Airxcel manufactures a comprehensive line of high-quality component products which are sold primarily to original equipment RV manufacturers as well as consumers via aftermarket sales through dealers and retailers. Airxcel provides industry-leading products in recreational vehicle heating, cooling, ventilation, cooking, window coverings, sidewalls and roofing materials, among others. The initial cash consideration for the Airxcel acquisition was $750,000 in cash, subject to adjustments, and was funded through a combination of cash-on-hand and $625,000 of borrowings from the Company's asset-based credit facility (“ABL”). The total cash consideration to be paid was subject to the final determination of the actual acquired net working capital as of the close of business on September 1, 2021, which determination was finalized in the second quarter of fiscal 2022 and the true-up reduced the cash consideration to approximately $745,300. In conjunction with the Airxcel acquisition, the Company expanded its existing ABL facility from $750,000 to $1,000,000, favorably amended certain terms of the agreement and extended the term of the ABL as discussed in Note 12 to the Condensed Consolidated Financial Statements. The interest rate provisions remain unchanged.

~~2. Acquisitions~~

The Company acquired Airxcel as part of its long-term, strategic growth plan and the acquisition is expected to provide numerous benefits, including strengthening the RV supply chain, diversifying its revenue sources and expanding Airxcel’s supply chain business in North America and Europe. Airxcel operates as an independent operation in the same manner as the Company's other subsidiaries.

The results of Airxcel are included in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income since the September 1, 2021 acquisition date. Airxcel recorded net sales of $217,540, net of intercompany sales, and net income before income taxes, net of intercompany profit elimination, of $10,793 for the period from the date of acquisition through January 31, 2022. Net income before income taxes included a charge of $6,791 related to the step-up in assigned value of acquired Airxcel inventory that was included in cost of products sold, and also includes $15,101 in amortization expense related to the acquired intangible assets.

During the fiscal quarter ended January 31, 2022, the Company made immaterial measurement period adjustments to better reflect the facts and circumstances that existed at the acquisition date. The following table summarizes the estimated fair values of the Airxcel net assets acquired on the acquisition date. The Company is in the process of finalizing the fair value analysis, but this analysis has not been fully completed. The provisional amounts included below, related to deferred income tax liabilities and certain accrued expenses, remain subject to potential adjustment. The Company expects to finalize these values as soon as practical and no later than one year from the acquisition date.


Cash	$	23,404
Inventory	71,150
Other assets	62,657
Property, plant and equipment	40,518
Amortizable intangible assets:
Customer relationships	284,000
Trademarks	56,900
Design technology assets	60,600
Backlog	700
Goodwill	368,688
Current liabilities	(109,586)
Deferred income tax liabilities	(79,115)
Other liabilities	(10,494)
Non-controlling interest	(739)
Total fair value of net assets acquired	768,683
Less cash acquired	(23,404)
Total cash consideration for acquisition, less cash acquired	$	745,279

On the acquisition date, amortizable intangible assets had a weighted-average useful life of 18.3 years. The customer relationships were valued based on the Discounted Cash Flow Method and are being amortized on an accelerated basis over 20 years. The trademarks were valued on the Relief from Royalty Method and are being amortized on a straight-line basis over 20 years. The design technology assets were valued on the Relief from Royalty Method and are being amortized on a straight-line basis over 10 years. Backlog was valued based on the Discounted Cash Flow Method and was amortized on a straight-line basis over two months. The vast majority of the goodwill recognized as a result of this transaction is not deductible for tax purposes.

Tiffin Group

On December 18, 2020, the Company ~~closed on a Stock Purchase Agreement (“Tiffin Group SPA”) for the acquisition of all of the issued and outstanding capital stock of~~acquired luxury motorized recreational vehicle manufacturer Tiffin Motorhomes, Inc., including fifth wheel towable recreational vehicle manufacturer Vanleigh RV, and certain other associated operating and supply companies, which primarily supply component parts and services to Tiffin Motorhomes, Inc. and Vanleigh RV (collectively, the “Tiffin Group”). Tiffin Group, LLC, a wholly-owned subsidiary of the Company, ~~will own~~owns the Tiffin Group. ~~In accordance with the Tiffin Group SPA, the closing was deemed effective as of December 18, 2020.~~ Tiffin Motorhomes, Inc. operates inout of various locations in Alabama while Vanleigh RV operates inout of Mississippi.

The initial cash consideration for the acquisition of the Tiffin Group was approximately $300,000, subject to adjustment, and was funded through existing cash-on-hand as well as $165,000 in borrowings from the Company’s existing asset-based credit facility. The total cash consideration to be paid is subject to the final determination of the actual acquired net working capital, as defined in the Tiffin Group SPA, as of the close of business on December 18, 2020, which determination is expected to be finalized later in fiscal 2021. The Tiffin Group will operate as an independent operation in the same manner as the Company’s other recreational vehicle subsidiaries, and its motorized operations are aggregated within the Company’s motorized recreational vehicle reportable segment and its towable operations are aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased the Tiffin Group to complement its existing motorized and towable RV product offerings and North American independent dealer base.

The results of the Tiffin Group are included in the Company’s Condensed Consolidated Statements of Income and Comprehensive Income since the December 18, 2020 acquisition date. During this period, the Tiffin Group recorded net sales of $82,432 and the results of operations were not material.

~~The~~ following table summarizes the ~~preliminary estimated~~final fair values of the Tiffin Group net assets acquired on the acquisition date. The Company is in the process of completing a fair value analysis, but this analysis has not been fully completed. While all amounts remain subject to adjustment, the areas subject to the most significant potential adjustment are intangible assets, deferred income tax liabilities and certain accrued expenses. The Company expects to finalize these values as soon as practical and no later than one year from the acquisition date.


Cash	$	~~12,985~~13,074
Inventory	~~116,691~~116,441
Other assets	53,860
Property, plant and equipment	~~48,511~~48,262
Amortizable intangible assets:
Dealer network	~~92,100~~92,200
Trademarks	32,100
Non-compete agreements	1,400
Backlog	4,800
Goodwill	~~62,336~~65,064
Current liabilities	~~(81,859)~~(81,423)
Deferred income tax liabilities	~~(34,860)~~(37,263)
Other liabilities	(7,203)
Total fair value of net assets acquired	~~300,861~~301,312
Less cash acquired	~~(12,985)~~(13,074)
Total cash consideration for acquisition, less cash acquired	$	~~287,876~~288,238

On the acquisition date, amortizable intangible assets had a weighted-average useful life of 18.8 years. The dealer network was valued based on the Discounted Cash Flow Method and ~~will be~~is being amortized on an accelerated basis over 18 to 20 years. The trademarks were valued on the Relief from Royalty Method and ~~will be~~are being amortized on a straight-line basis over 20 years. ~~Backlog was~~Backlogs were valued based on the Discounted Cash Flow Method and ~~will be~~were amortized on a straight-line basis over 5five to 7seven months. Generally, the goodwill recognized as a result of this transaction ~~will be~~is not deductible for tax purposes.

~~Togo Group~~

~~In February 2018, the Company formed a 50/50 joint venture, originally called TH2connect, LLC, with Tourism Holdings Limited ("thl~~"). In July 2019, this joint venture was rebranded as "Togo Group." Togo Group was formed to own, improve and sell innovative and comprehensive digital applications through a platform designed for the global RV industry.

~~Effective March 23, 2020, the Company and~~ ~~thl~~ reached an agreement (the “2020 Agreement”) whereby the Company obtained additional ownership interest in Togo Group. THOR obtained a 73.5% controlling interest in Togo Group and the power to direct the activities of Togo Group. Since the effective date of the 2020 Agreement, the operating results, balance sheet accounts and cash flow activity of Togo Group have been consolidated within the Company's Condensed Consolidated Financial Statements.

The operations of Togo Group are focused on digital solutions primarily for the North American market related to travel and RV use, with expansion into other regions anticipated in future periods. The Togo Group is managed as a stand-alone operating entity and represents a non-reportable segment and a separate reporting unit for goodwill assessment purposes.

~~The table below summarizes the final estimated fair value of the Togo Group assets acquired and liabilities assumed as of the 2020 Agreement effective date.~~


~~Cash~~	$	~~326~~
~~Accounts receivable~~	~~466~~
~~Other assets~~	~~749~~
~~Property, plant and equipment~~	~~362~~
~~Amortizable intangible assets~~
~~Trade names and trademarks~~	~~1,130~~
~~Developed technology~~	~~5,700~~
~~Other~~	~~1,350~~
~~Goodwill~~	~~61,955~~
~~Liabilities~~	~~(2,595)~~
~~Non-controlling interest~~	~~(16,835)~~
~~Total fair value of net assets acquired~~	$	~~52,608~~

Amortizable intangible assets have a weighted-average useful life of approximately eight years and are amortized on a straight-line basis. The developed technology was valued using the Multi-Period Excess Earnings method, which is a form of the income approach. Trade names and trademarks were valued using the Relief from Royalty method. The majority of the goodwill is expected to be deductible for tax purposes.

Prior to the March 23, 2020 effective date of the 2020 Agreement, the Company accounted for the investment in Togo Group under the equity method of accounting, and the Company's share of the losses of this investment were included in Other income (expense), net in the Condensed Consolidated Statements of Income and Comprehensive Income. The Company's share of the losses from this investment recognized in the three and six-month periods ended January 31, 2020 were $2,652 and $4,747, respectively.

The following unaudited pro forma information represents the Company’s results of operations as if the fiscal 2022 acquisition of Airxcel had occurred at the beginning of fiscal 2021 and the fiscal 2021 acquisition of the Tiffin Group had occurred at the beginning of fiscal ~~2020 and the fiscal 2020 acquisition of the Togo Group had occurred at the beginning of fiscal 2019.~~2020. These ~~performance~~pro forma results may not be indicative of the actual results that would have occurred under the ownership and management of the Company.


		Three Months Ended		Six Months Ended			Three Months Ended January 31,
		January 31, 2021		January 31, 2021			2022		2021
Net sales	Net sales	$	2,829,652	$	5,529,050	Net sales	$	3,875,018	$	2,943,733
Net income attributable to THOR Industries, Inc.	Net income attributable to THOR Industries, Inc.	$	139,345	$	254,461	Net income attributable to THOR Industries, Inc.	$	266,568	$	148,448
Basic earnings per common share	Basic earnings per common share	$	2.52	$	4.60	Basic earnings per common share	$	4.80	$	2.68
Diluted earnings per common share	Diluted earnings per common share	$	2.51	$	4.58	Diluted earnings per common share	$	4.79	$	2.67


		Three Months Ended		Six Months Ended			Six Months Ended January 31,
		January 31, 2020		January 31, 2020			2022		2021
Net sales	Net sales	$	2,204,841	$	4,577,026	Net sales	$	7,880,700	$	5,756,969
Net income attributable to THOR Industries, Inc.	Net income attributable to THOR Industries, Inc.	$	32,043	$	82,657	Net income attributable to THOR Industries, Inc.	$	515,623	$	266,584
Basic earnings per common share	Basic earnings per common share	$	0.58	$	1.50	Basic earnings per common share	$	9.30	$	4.82
Diluted earnings per common share	Diluted earnings per common share	$	0.58	$	1.49	Diluted earnings per common share	$	9.25	$	4.80

3. Business Segments

The Company has 3 reportable segments, all related to recreational vehicles: (1) North American Towables, (2) North American Motorized and (3) European. The operations of the ~~Company's~~Company’s Postle, ~~and~~Roadpass Digital (formerly Togo Group rebranded as Roadpass Digital in November 2021) and Airxcel subsidiaries are included in Other. Net sales included in Other related primarily to the sale of component parts and aluminum extrusions. Intercompany eliminations adjust for Postle and Airxcel sales primarily to the Company’s North American Towables and North American Motorized segments, which ~~is a non-reportable segment.~~are consummated at established transfer prices generally consistent with the selling prices of products to third parties.

The following tables reflect certain financial information by reportable segment:


		Three Months Ended January 31,				Six Months Ended January 31,					Three Months Ended January 31,				Six Months Ended January 31,
NET SALES:	NET SALES:	2021		2020		2021		2020		NET SALES:	2022		2021		2022		2021
Recreational vehicles	Recreational vehicles									Recreational vehicles
North American Towables	North American Towables	$	1,373,181	$	983,907	$	2,765,225	$	2,184,795	North American Towables	$	1,985,088	$	1,373,181	$	4,225,922	$	2,765,225
North American Motorized	North American Motorized	576,995		343,680		1,070,850		759,569		North American Motorized	976,806		576,995		1,901,834		1,070,850
Total North America	Total North America	1,950,176		1,327,587		3,836,075		2,944,364		Total North America	2,961,894		1,950,176		6,127,756		3,836,075
European	European	733,463		637,115		1,335,951		1,130,122		European	723,730		733,463		1,356,727		1,335,951
Total recreational vehicles	Total recreational vehicles	2,683,639		1,964,702		5,172,026		4,074,486		Total recreational vehicles	3,685,624		2,683,639		7,484,483		5,172,026
Other	Other	74,714		57,745		155,421		131,311		Other	294,146		74,714		551,976		155,421
Intercompany eliminations	Intercompany eliminations	(30,565)		(19,314)		(62,299)		(43,879)		Intercompany eliminations	(104,752)		(30,565)		(203,217)		(62,299)
Total	Total	$	2,727,788	$	2,003,133	$	5,265,148	$	4,161,918	Total	$	3,875,018	$	2,727,788	$	7,833,242	$	5,265,148


		Three Months Ended January 31,				Six Months Ended January 31,					Three Months Ended January 31,				Six Months Ended January 31,
INCOME (LOSS) BEFORE INCOME TAXES:	INCOME (LOSS) BEFORE INCOME TAXES:	2021		2020		2021		2020		INCOME (LOSS) BEFORE INCOME TAXES:	2022		2021		2022		2021

Recreational vehicles	Recreational vehicles									Recreational vehicles
North American Towables	North American Towables	$	147,880	$	53,426	$	289,059	$	157,748	North American Towables	$	275,895	$	147,880	$	542,177	$	289,059
North American Motorized	North American Motorized	43,421		14,916		84,988		36,691		North American Motorized	104,037		43,421		192,935		84,988
Total North America	Total North America	191,301		68,342		374,047		194,439		Total North America	379,932		191,301		735,112		374,047
European	European	10,216		4,690		4,710		(18,334)		European	9,665		10,216		(8,311)		4,710
Total recreational vehicles	Total recreational vehicles	201,517		73,032		378,757		176,105		Total recreational vehicles	389,597		201,517		726,801		378,757
Other, net	Other, net	9,644		8,609		21,134		20,360		Other, net	23,092		9,644		46,621		21,134
Corporate	Corporate	(47,202)		(46,778)		(89,613)		(92,968)		Corporate	(66,436)		(47,202)		(114,327)		(89,613)
Total	Total	$	163,959	$	34,863	$	310,278	$	103,497	Total	$	346,253	$	163,959	$	659,095	$	310,278

TOTAL ASSETS: January 31, 2021 July 31, 2020
Recreational vehicles
North American Towables $ 1,721,615 $ 1,529,913
North American Motorized 1,066,507 480,225
Total North America 2,788,122 2,010,138
European 3,031,529 3,102,071
Total recreational vehicles 5,819,651 5,112,209
Other, net 245,299 212,378
Corporate 304,596 446,873
Total $ 6,369,546 $ 5,771,460


TOTAL ASSETS:	January 31, 2022		July 31, 2021
Recreational vehicles
North American Towables	$	2,172,879	$	1,870,577
North American Motorized	1,227,559		1,073,506
Total North America	3,400,438		2,944,083
European	2,670,572		2,975,821
Total recreational vehicles	6,071,010		5,919,904
Other	1,244,227		272,350
Corporate	349,908		461,834
Total	$	7,665,145	$	6,654,088


		Three Months Ended January 31,				Six Months Ended January 31,
DEPRECIATION AND INTANGIBLE AMORTIZATION EXPENSE:										DEPRECIATION AND INTANGIBLE AMORTIZATION EXPENSE:	Three Months Ended January 31,				Six Months Ended January 31,
	DEPRECIATION AND INTANGIBLE AMORTIZATION EXPENSE:	2021		2020		2021		2020			2022		2021		2022		2021
Recreational vehicles	Recreational vehicles									Recreational vehicles
North American Towables	North American Towables	$	16,318	$	16,431	$	32,125	$	32,702	North American Towables	$	16,313	$	16,318	$	32,615	$	32,125
North American Motorized	North American Motorized	5,334		3,514		9,104		7,008		North American Motorized	7,107		5,334		14,129		9,104
Total North America	Total North America	21,652		19,945		41,229		39,710		Total North America	23,420		21,652		46,744		41,229
European	European	31,608		26,020		62,931		53,503		European	33,696		31,608		68,409		62,931
Total recreational vehicles	Total recreational vehicles	53,260		45,965		104,160		93,213		Total recreational vehicles	57,116		53,260		115,153		104,160
Other	Other	3,039		2,523		5,950		5,034		Other	18,357		3,039		24,837		5,950
Corporate	Corporate	416		457		844		905		Corporate	422		416		858		844
Total	Total	$	56,715	$	48,945	$	110,954	$	99,152	Total	$	75,895	$	56,715	$	140,848	$	110,954


											Three Months Ended January 31,				Six Months Ended January 31,
CAPITAL ACQUISITIONS:	CAPITAL ACQUISITIONS:	Three Months Ended January 31,				Six Months Ended January 31,				CAPITAL ACQUISITIONS:	2022		2021		2022		2021
Recreational vehicles	Recreational vehicles	2021		2020		2021		2020		Recreational vehicles
North American Towables	North American Towables	$	6,913	$	7,421	$	16,321	$	18,696	North American Towables	$	21,479	$	6,913	$	34,613	$	16,321
North American Motorized	North American Motorized	3,730		5,860		5,475		8,428		North American Motorized	6,691		3,730		15,320		5,475
Total North America	Total North America	10,643		13,281		21,796		27,124		Total North America	28,170		10,643		49,933		21,796
European	European	13,322		7,150		23,216		22,177		European	39,425		13,322		54,227		23,216
Total recreational vehicles	Total recreational vehicles	23,965		20,431		45,012		49,301		Total recreational vehicles	67,595		23,965		104,160		45,012
Other	Other	1,216		273		2,660		928		Other	7,763		1,216		12,180		2,660
Corporate	Corporate	28		430		389		928		Corporate	49		28		83		389
Total	Total	$	25,209	$	21,134	$	48,061	$	51,157	Total	$	75,407	$	25,209	$	116,423	$	48,061

4. Earnings Per Common Share

The following table reflects the weighted-average common shares used to compute basic and diluted earnings per common share as included on the Condensed Consolidated Statements of Income and Comprehensive Income:


		Three Months Ended January 31,		Six Months Ended January 31,			Three Months Ended January 31,		Six Months Ended January 31,
		2021	2020	2021	2020		2022	2021	2022	2021
Weighted-average common shares outstanding for basic earnings per share	Weighted-average common shares outstanding for basic earnings per share	55,366,241	55,198,756	55,302,203	55,146,915	Weighted-average common shares outstanding for basic earnings per share	55,493,622	55,366,241	55,458,238	55,302,203
Unvested restricted stock units		202,426	197,360	259,472	163,470
Unvested restricted and performance stock units						Unvested restricted and performance stock units	155,823	202,426	261,841	259,472
Weighted-average common shares outstanding assuming dilution	Weighted-average common shares outstanding assuming dilution	55,568,667	55,396,116	55,561,675	55,310,385	Weighted-average common shares outstanding assuming dilution	55,649,445	55,568,667	55,720,079	55,561,675

For the three months ended January 31, ~~2021~~2022 and ~~2020,~~2021, the Company had ~~60,916~~235,552 and ~~160,091~~60,916 unvested restricted stock units and performance stock units outstanding, respectively, which were excluded from this calculation as their effect would be antidilutive. For the six months ended January 31, ~~2021~~2022 and ~~2020,~~2021, the Company had ~~78,862~~132,942 and ~~213,395~~78,862 unvested restricted stock units and performance stock units outstanding, respectively, which wewere excluded from this calculation as their effect would have been antidilutive.

5. Derivatives and Hedging

The fair value of our derivative instruments designated as cash flow hedges, and the associated notional amounts, presented on a pre-tax basis, were as follows:

January 31, 2021 July 31, 2020
Fair Value in Fair Value in
Other Current Other Current
Cash Flow Hedges Notional Liabilities Notional Liabilities
Foreign currency forward contracts $ 13,731 $ 92 $ 0 $ 0
Interest rate swap agreements 581,913 17,387 673,400 24,840
Total derivative financial instruments $ 595,644 $ 17,479 $ 673,400 $ 24,840


	January 31, 2022				July 31, 2021
			Fair Value in					Fair Value in
			Other Current					Other Current
Cash Flow Hedges	Notional		Liabilities			Notional		Liabilities
Foreign currency forward contracts	$	40,249	$	943		$	41,899	$	88
Interest rate swap agreements	379,275		4,713			482,138		11,420
Total derivative financial instruments	$	419,524	$	5,656		$	524,037	$	11,508

Foreign currency forward contracts ~~accounted for as cash flow hedges and~~ outstanding at January 31, ~~2021 mature over~~2022 are used to exchange British Pounds Sterling (“GBP”) for Euro. The total notional value of these contracts, at January 31, 2022 is 30,000 GBP ($40,249), and these contracts have various maturity dates through July 29, 2022.

The Company entered into interest rate swaps to convert a portion of the ~~next two months.~~Company’s long-term debt from floating-rate to fixed-rate debt. As of January 31, 2022, the outstanding swaps had notional contract values of $379,275, partially hedging the interest rate risk related to the Company’s U.S. dollar term loan tranche that matures in February 2026.

Net Investment Hedges

The foreign currency transaction gains and losses on the Euro-denominated portion of the term loan, which is 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 for the three months ended January 31, 2022, net of tax, were $18,388 and gains for the six months ended January 31, 2022, net of tax, were $27,628. Losses for the three and six months ended January 31, 2021, net of tax, were $16,436 and $10,954, ~~respectively, and gains for the three and six months ended January 31, 2020, net of tax, were $3,802 and $2,843,~~ respectively.

There were 0no amounts reclassified out of accumulated other comprehensive income ~~("AOCI"~~(“AOCI”) pertaining to the net investment hedge during the three and six-month periods ended January 31, ~~2021~~2022 and January 31, ~~2020,~~2021, respectively.

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 ~~$34,431~~$29,255 and a fair value of ~~$1,932,~~$1,704, which is included in Other current liabilities in the Condensed Consolidated Balance Sheet as of January 31, ~~2021.~~2022. These other derivative instruments had a notional amount totaling approximately ~~$34,862~~$32,466 and a fair value of ~~$1,824,~~$1,948, which is included in Other current liabilities in the Condensed Consolidated Balance Sheet as of July 31, ~~2020.~~2021. For these derivative instruments, changes in fair value are recognized in earnings.

The total amounts presented in the Condensed Consolidated Statements of Income and Comprehensive Income due to changes in the fair value of the following derivative instruments are as follows:

Three Months Ended January 31,
2021 2020
Gain (Loss) on Derivatives Designated as Cash Flow Hedges
Gain (Loss) recognized in Other Comprehensive Income, net of tax
Foreign currency forward contracts $ (66) $ (490)
Interest rate swap agreements 2,417 266
Total gain (loss) $ 2,351 $ (224)


	Three Months Ended January 31,
	2022		2021
Gain (Loss) on Derivatives Designated as Cash Flow Hedges

Gain (Loss) recognized in Other Comprehensive Income, net of tax
Foreign currency forward contracts	$	(479)	$	(66)
Interest rate swap agreements (1)	2,608		2,417
Total gain (loss)	$	2,129	$	2,351

Six Months Ended January 31,
2021 2020
Gain (Loss) on Derivatives Designated as Cash Flow Hedges
Gain (Loss) recognized in Other Comprehensive Income, net of tax
Foreign currency forward contracts $ (66) $ (1,015)
Interest rate swap agreements 5,749 (2,931)
Total gain (loss) $ 5,683 $ (3,946)
(1) Other comprehensive income (loss), net of tax, before reclassification from AOCI was $795 and $(206) for the three months ended January 31, 2022 and 2021, respectively.


	Six Months Ended January 31,
	2022		2021
Gain (Loss) on Derivatives Designated as Cash Flow Hedges

Gain (Loss) recognized in Other Comprehensive Income, net of tax
Foreign currency forward contracts	$	(620)	$	(66)
Interest rate swap agreements (2)	5,104		5,749
Total gain (loss)	$	4,484	$	5,683

Three Months Ended January 31,
2021 2020
Interest Interest
Sales Expense Sales Expense
Gain (Loss) Reclassified from AOCI, Net of Tax
Foreign currency forward contracts $ 7 $ 0 $ (434) $ 0
Interest rate swap agreements 0 (2,623) 0 (1,019)
(Loss) on Derivatives Not Designated as Hedging Instruments
Amount of loss recognized in income, net of tax
Interest rate swap agreements 0 (8) 0 (93)
Total gain (loss) $ 7 $ (2,631) $ (434) $ (1,112)
(2) Other comprehensive income (loss), net of tax, before reclassification from AOCI was $1,402 and $352 for the six months ended January 31, 2022 and 2021, respectively.


		Six Months Ended January 31,									Three Months Ended January 31,
		2021				2020					2022				2021
				Interest					Interest							Interest				Interest
		Sales		Expense			Sales		Expense				Sales			Expense		Sales		Expense
Gain (Loss) Reclassified from AOCI, Net of Tax	Gain (Loss) Reclassified from AOCI, Net of Tax											Gain (Loss) Reclassified from AOCI, Net of Tax
Foreign currency forward contracts	Foreign currency forward contracts	$	7	$	0		$	(434)	$	0		Foreign currency forward contracts	$	(271)		$	—	$	7	$	—
Interest rate swap agreements	Interest rate swap agreements	0		(5,397)			0		(1,514)			Interest rate swap agreements	—			(1,813)		—		(2,623)
(Loss) on Derivatives Not Designated as Hedging Instruments
Amount of loss recognized in income, net of tax
Gain (Loss) on Derivatives Not Designated as Hedging Instruments												Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Gain ( loss) recognized in income, net of tax												Gain ( loss) recognized in income, net of tax

Interest rate swap agreements	Interest rate swap agreements	0		(46)			0		(168)			Interest rate swap agreements	—			2		—		(8)
Total gain (loss)	Total gain (loss)	$	7	$	(5,443)		$	(434)	$	(1,682)		Total gain (loss)	$	(271)		$	(1,811)	$	7	$	(2,631)

~~6. Inventories~~

~~Major classifications of inventories are as follows:~~

January 31, 2021 July 31, 2020
Finished goods – RV $ 141,961 $ 152,297
Finished goods – other 54,424 44,779
Work in process 285,544 128,181
Raw materials 462,044 302,813
Chassis 406,371 135,194
Subtotal 1,350,344 763,264
Excess of FIFO costs over LIFO costs (50,159) (46,959)
Total inventories, net $ 1,300,185 $ 716,305

Of the $1,350,344 and $763,264 of inventories at January 31, 2021 and July 31, 2020, $468,153 and $251,099, respectively, were valued on the last-in, first-out (LIFO) method, and $882,191 and $512,165, respectively, were valued on the first-in, first-out (FIFO) method.


	Six Months Ended January 31,
	2022				2021
			Interest					Interest
	Sales		Expense			Sales		Expense
Gain (Loss) Reclassified from AOCI, Net of Tax
Foreign currency forward contracts	$	(284)	$	—		$	7	$	—
Interest rate swap agreements	—		(3,702)			—		(5,397)
Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Gain (loss) recognized in income, net of tax

Interest rate swap agreements	—		89			—		(46)
Total gain (loss)	$	(284)	$	(3,613)		$	7	$	(5,443)

6. Inventories

Major classifications of inventories are as follows:


	January 31, 2022		July 31, 2021
Finished goods – RV	$	121,798	$	114,843
Finished goods – other	111,881		57,810
Work in process	412,536		376,594
Raw materials	770,650		602,106
Chassis	349,954		292,921
Subtotal	1,766,819		1,444,274
Excess of FIFO costs over LIFO costs	(87,740)		(74,890)
Total inventories, net	$	1,679,079	$	1,369,384

Of the $1,766,819 and $1,444,274 of inventories at January 31, 2022 and July 31, 2021, $1,053,259 and $946,767, respectively, were valued on the first-in, first-out (“FIFO”) method, and $713,560 and $497,507, respectively, were valued on the last-in, first-out (“LIFO”) method.

7. Property, Plant and Equipment

Property, plant and equipment consists of the following:

January 31, 2021 July 31, 2020
Land $ 141,459 $ 136,200
Buildings and improvements 805,276 760,986
Machinery and equipment 490,604 438,985
Rental vehicles 44,914 83,534
Lease right-of-use assets – operating 37,615 33,609
Lease right-of-use assets – finance 7,361 3,672
Total cost 1,527,229 1,456,986
Less accumulated depreciation (394,507) (349,337)
Property, plant and equipment, net $ 1,132,722 $ 1,107,649


	January 31, 2022		July 31, 2021
Land	$	146,449	$	142,746
Buildings and improvements	884,675		837,065
Machinery and equipment	585,149		523,714
Rental vehicles	36,552		75,449
Lease right-of-use assets – operating	46,468		42,601
Lease right-of-use assets – finance	6,637		7,010
Total cost	1,705,930		1,628,585
Less accumulated depreciation	(489,607)		(443,454)
Property, plant and equipment, net	$	1,216,323	$	1,185,131

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

8. Intangible Assets and Goodwill

The components of amortizable intangible assets are as follows:

January 31, 2021 July 31, 2020
Accumulated Accumulated
Cost Amortization Cost Amortization
Dealer networks/customer relationships $ 869,055 $ 290,948 $ 766,198 $ 252,320
Trademarks 313,903 55,195 275,775 47,743
Design technology and other intangibles 219,876 52,245 213,468 40,654
Backlog 4,800 1,157 0 0
Non-compete agreements 1,400 58 0 0
Total amortizable intangible assets $ 1,409,034 $ 399,603 $ 1,255,441 $ 340,717



	January 31, 2022				July 31, 2021
			Accumulated				Accumulated
	Cost		Amortization		Cost		Amortization
Dealer networks/customer relationships	$	1,124,776	$	376,085	$	861,562	$	327,751
Trademarks	361,817		70,459		311,208		62,675
Design technology and other intangibles	269,246		72,223		215,956		62,237

Non-compete agreements	1,400		525		1,400		292
Total amortizable intangible assets	$	1,757,239	$	519,292	$	1,390,126	$	452,955

Estimated future amortization expense is as follows:

For the remainder of the fiscal year ending July 31, 2021 $ 60,929
For the fiscal year ending July 31, 2022 125,677
For the fiscal year ending July 31, 2023 107,038
For the fiscal year ending July 31, 2024 97,122
For the fiscal year ending July 31, 2025 88,894
For the fiscal year ending July 31, 2026 and thereafter 529,771
$ 1,009,431


For the remainder of the fiscal year ending July 31, 2022	$	81,685
For the fiscal year ending July 31, 2023	145,539
For the fiscal year ending July 31, 2024	132,955
For the fiscal year ending July 31, 2025	120,633
For the fiscal year ending July 31, 2026	108,912
For the fiscal year ending July 31, 2027 and thereafter	648,223
	$	1,237,947

Changes in the carrying amount of goodwill by reportable segment for the six months ended January 31, 2022 are summarized as follows:


	North American Towables		North American Motorized		European		Other		Total
Net balance as of August 1, 2021	$	344,975	$	53,875	$	1,041,697	$	122,708	$	1,563,255
Fiscal 2022 activity:
Goodwill acquired	—		—		—		389,838		389,838
Measurement period adjustments	—		—		—		49		49
Foreign currency translation	—		—		(64,390)		—		(64,390)

Net balance as of January 31, 2022	$	344,975	$	53,875	$	977,307	$	512,595	$	1,888,752

Changes in the carrying amount of goodwill by reportable segment for the six months ended January 31, 2021 are summarized as follows:

North American Towables North American Motorized European Other Total
Net balance as of August 1, 2020 $ 333,786 $ 0 $ 1,037,929 $ 104,826 $ 1,476,541
Fiscal 2021 activity:
Goodwill acquired 18,845 43,491 0 17,882 80,218
Foreign currency translation 0 0 25,231 0 25,231
Net balance as of January 31, 2021 $ 352,631 $ 43,491 $ 1,063,160 $ 122,708 $ 1,581,990


	North American Towables		North American Motorized		European		Other		Total
Net balance as of August 1, 2020	$	333,786	$	—	$	1,037,929	$	104,826	$	1,476,541
Fiscal 2021 activity:
Goodwill acquired	18,845		43,491		—		17,882		80,218

Foreign currency translation	—		—		25,231		—		25,231

Net balance as of January 31, 2021	$	352,631	$	43,491	$	1,063,160	$	122,708	$	1,581,990

1415

~~Changes in the carrying amount of goodwill by reportable segment for the six months ended January 31, 2020 are summarized as follows:~~

North American Towables North American Motorized European Other Total
Net balance as of August 1, 2019 $ 334,822 $ 0 $ 980,339 $ 42,871 $ 1,358,032
Fiscal 2020 activity:
Measurement period adjustments 0 0 5,087 0 5,087
Foreign currency translation 0 0 (8,890) 0 (8,890)
Impairment charge (1,109) 0 0 0 (1,109)
Net balance as of January 31, 2020 $ 333,712 $ 0 $ 976,536 $ 42,871 $ 1,353,120

During the fiscal quarter ended January 31, 2020, there was an interim impairment assessment performed related to two groups of tangible and intangible assets within the North American Towables reportable segment using Level 3 inputs as defined by ASC 820. The Company recognized an aggregate impairment charge of $10,057 related to these assets during the fiscal quarter ended January 31, 2020, which included a goodwill impairment charge of $1,109.

9. Concentration of Risk

One dealer, FreedomRoads, LLC, accounted for 14% of the Company’s consolidated net sales for the three-month period ended January 31, 2022 and 13% of the ~~Company's~~Company’s consolidated net sales for the three-month period ended January 31, 2021, and accounted for 14% of the Company’s consolidated net sales for both the ~~three-month periods~~six-month period ended January 31, ~~2021~~2022 and ~~January 31, 2020, and 14% for both~~ the six-month ~~periods~~period ended January 31, ~~2021 and January 31, 2020, respectively.~~2021. Sales to this dealer are reported within both the North American Towables and North American Motorized segments. This dealer also accounted for 17% and ~~18%~~15% of the Company’s consolidated trade accounts receivable at January 31, ~~2021~~2022 and July 31, ~~2020,~~2021, respectively. The loss of this dealer could have a material effect on the Company’s business.

10. Fair Value Measurements

The financial assets and liabilities that are accounted for at fair value on a recurring basis at January 31, ~~2021~~2022 and July 31, ~~2020~~2021 are as follows:

Input Level January 31, 2021 July 31, 2020
Cash equivalents Level 1 $ 217 $ 227,154
Deferred compensation plan mutual fund assets Level 1 $ 50,770 $ 47,327
Deferred compensation plan liabilities Level 1 $ 72,192 $ 61,290
Foreign currency forward contract liability Level 2 $ 92 $ 0
Interest rate swap liabilities Level 2 $ 19,319 $ 26,664

Cash equivalents represent investments in government and other money market funds traded in an active market and are reported as a component of Cash and cash equivalents in the Condensed Consolidated Balance Sheets.


	Input Level	January 31, 2022		July 31, 2021

Deferred compensation plan mutual fund assets	Level 1	$	56,122	$	51,085

Foreign currency forward contract liability	Level 2	$	943	$	88
Interest rate swap liabilities	Level 2	$	6,417	$	13,369

Deferred compensation plan assets accounted for at fair value are investments in securities 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.

Foreign currency forward contracts outstanding at January 31, 2021 are used to exchange British Pounds Sterling ("GBP") for Euro. The total notional value of these contracts, including designated hedges and other contracts not designated, at January 31, 2021 is 10,000 GBP ($13,731), and these contracts have various maturity dates through March 31, 2021.

The Company entered into interest rate swaps to convert a portion of the Company's long-term debt from floating rate to fixed rate debt. As of January 31, 2021, the outstanding swaps had notional contract values of $581,913, partially hedging the interest rate risk related to the Company's U.S. dollar term loan tranche that matures in February 2026. The Company's other interest rate swaps not designated as hedging instruments had a notional contract value of $34,431 at January 31, 2021.

The fair value of foreign currency forward contracts is estimated by discounting the difference between the contractual forward price and the current available forward price for the residual maturity of the contract using observable market rates. The fair value of interest rate swaps is determined by discounting the estimated future cash flows based on the applicable observable yield curves.

11. Product Warranties

The Company generally provides retail customers of its products with a one-year or two-year warranty covering defects in material or workmanship, with longer warranties on certain structural components.

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


		Three Months Ended January 31,				Six Months Ended January 31,					Three Months Ended January 31,				Six Months Ended January 31,
		2021		2020		2021		2020			2022		2021		2022		2021
Beginning balance	Beginning balance	$	245,554	$	285,600	$	252,869	$	289,679	Beginning balance	$	290,617	$	245,554	$	267,620	$	252,869
Provision	Provision	52,870		61,463		103,741		121,673		Provision	75,585		52,870		160,123		103,741
Payments	Payments	(60,365)		(64,148)		(117,939)		(128,742)		Payments	(67,784)		(60,365)		(138,036)		(117,939)
Acquisition	Acquisition	11,032		0		11,032		0		Acquisition	—		11,032		9,828		11,032
Foreign currency translation	Foreign currency translation	1,918		(294)		1,306		11		Foreign currency translation	(2,260)		1,918		(3,377)		1,306
Liabilities held for sale reclassification		0		(556)		0		(556)

Ending balance	Ending balance	$	251,009	$	282,065	$	251,009	$	282,065	Ending balance	$	296,158	$	251,009	$	296,158	$	251,009

12. Long-Term Debt

The components of long-term debt are as follows:

January 31, 2021 July 31, 2020
Term loan $ 1,552,337 $ 1,597,091
Asset-based credit facility 213,544 0
Unsecured notes 30,340 29,620
Other debt 78,916 84,500
Gross long-term debt 1,875,137 1,711,211
Debt issuance costs, net of amortization (40,813) (44,563)
Total long-term debt, net of debt issuance costs 1,834,324 1,666,648
Less: current portion of long-term debt (12,802) (13,817)
Total long-term debt, net, less current portion $ 1,821,522 $ 1,652,831


	January 31, 2022		July 31, 2021
Term loan	$	1,503,043	$	1,540,013
Asset-based credit facility	125,000		—
Senior unsecured notes	500,000		—
Unsecured notes	27,890		29,728
Other debt	60,761		70,952
Gross long-term debt	2,216,694		1,640,693
Debt issuance costs, net of amortization	(37,312)		(33,461)
Total long-term debt, net of debt issuance costs	2,179,382		1,607,232
Less: current portion of long-term debt	(11,648)		(12,411)
Total long-term debt, net, less current portion	$	2,167,734	$	1,594,821

~~On February 1, 2019, the~~The Company ~~entered into~~is a party to a seven-year term loan (“term loan”) agreement, which ~~consists~~originally consisted of both a United States Dollar-denominated term loan tranche and a Euro-denominated term loan tranche, and a $750,000 revolving asset-based credit facility (“ABL”). Subject to earlier termination, the term loan matures on February 1, 2026 and the ABL ~~matures~~originally matured on February 1, 2024. In connection with the Airxcel acquisition discussed in Note 2 to the Condensed Consolidated Financial Statements, effective September 1, 2021, the Company expanded its existing ABL facility from $750,000 to $1,000,000, favorably amended certain terms of the ABL agreement and extended the maturity date of the ABL from February 1, 2024 to September 1, 2026, subject to a springing maturity at an earlier date if the maturity date of the Company’s term loan has not been extended or refinanced. The ABL interest rate provisions remain unchanged.

As of January 31, ~~2021,~~2022, the entire outstanding U.S. term loan tranche balance of $941,900 was subject to a LIBOR-based rate totaling ~~3.938%, but the~~3.125%. The interest rate on ~~$581,913~~$379,275 of that balance, however, was fixed at ~~6.216%~~5.466% through an interest rate swap, dated March 18, 2019, by swapping the underlying 1-month LIBOR rate for a fixed rate of 2.466%. As of July 31, ~~2020,~~2021, the entire outstanding U.S. term loan tranche balance of $941,900 was subject to a ~~LIBOR-base~~LIBOR-based rate of ~~3.938%~~3.125%, but the interest rate on ~~$673,400~~$482,138 of that balance was fixed at ~~6.216%~~5.466% through an interest rate swap, dated March 18, 2019, by swapping the underlying 1-month LIBOR rate for a fixed rate of 2.466%. The total interest rate on ~~both~~ the January 31, ~~2021 and July 31, 2020~~2022 outstanding Euro term loan tranche balance of ~~$610,437~~$561,143 was 3.000%, and ~~$655,191, respectively,~~the total interest rate on the July 31, 2021 outstanding Euro term loan tranche of $598,113 was ~~4.00%~~also 3.000%.

As of January 31, 2022, the total weighted average interest rate on the outstanding ABL borrowings of $125,000 was 1.351%. The Company may, generally at its option, pay any borrowings under the ABL, in whole or in part, at any time and from time to time, without penalty or premium.

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 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, beginning with the first payment on April 15, 2022. 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 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 the three or six months ended January 31, ~~2021~~2022 or ~~2020.~~2021.

1617

Availability under the ABL agreement is subject to a borrowing base based on a percentage of applicable eligible receivables and eligible inventory. The ABL carries interest at an annual base rate plus 0.25% to ~~0.75%~~0.50%, or LIBOR plus 1.25% to ~~1.75%~~1.50%, based on adjusted excess availability as defined in the ABL agreement. This agreement also includes a ~~0.25%~~0.20% unused facility fee. ~~The Company may, generally at its option, pay any borrowings under the ABL, in whole or in part, at any time and from time to time, without premium or penalty.~~

The unused availability under the ABL is generally available to the Company for general operating purposes and, based on January 31, ~~2021~~2022 eligible accounts receivable and inventory balances, net of amounts drawn, totaled approximately ~~$507,000.~~$847,000.

The unsecured notes of 25,000 Euro ($~~30,340)~~27,890) relate to long-term debt of our European segment. There are two series, 20,000 Euro ($~~24,272)~~22,312) with an interest rate of 1.945% maturing in March 2025, and 5,000 Euro ($~~6,068)~~5,578) with an interest rate of 2.534% maturing March 2028. Other debt relates primarily to real estate loans with varying maturity dates through September 2032 and interest rates ranging from ~~1.40%~~2.400% to ~~3.43%~~3.430%.

Total contractual gross debt maturities are as follows:

For the remainder of the fiscal year ending July 31, 2021 $ 6,282
For the fiscal year ending July 31, 2022 12,319
For the fiscal year ending July 31, 2023 12,445
For the fiscal year ending July 31, 2024 226,119
For the fiscal year ending July 31, 2025 36,720
For the fiscal year ending July 31, 2026 and thereafter 1,581,252
$ 1,875,137


For the remainder of the fiscal year ending July 31, 2022	$	5,677
For the fiscal year ending July 31, 2023	11,440
For the fiscal year ending July 31, 2024	11,559
For the fiscal year ending July 31, 2025	158,755
For the fiscal year ending July 31, 2026	1,505,949
For the fiscal year ending July 31, 2027 and thereafter	523,314
	$	2,216,694

For the three and six months ended January 31, 2022, interest expense on the term loan, ABL, Senior Unsecured Notes and other debt facilities was $20,812 and $38,455, respectively. For the three and six months ended January 31, 2021, interest expense on the term loan, ABL and other debt facilities was $20,663 and $41,251, respectively. ~~For~~

In fiscal 2019, the ~~three and six months ended January 31, 2020, interest expense on the term loan, ABL and other debt facilities was $23,863 and $48,212, respectively. The~~ Company incurred fees to secure the term loan and ABL, and those amounts are being amortized ratably over the respective seven and five-year terms of those agreements. The Company also incurred and capitalized certain creditor fees related to the March 25, 2021 repricing of its term loan, to be amortized over the remaining life of the term loan, and certain creditor fees of $2,127 related to the September 1, 2021 expansion of the ABL, which are being amortized over the remaining life of the extended ABL. In addition, the Company incurred fees of $8,445 relative to the $500,000 Senior Unsecured Notes issued October 14, 2021 discussed above, and those debt issuance costs are being amortized over the eight-year term of those notes. The Company recorded total charges related to the amortization of these term loan, ABL and ~~ABL~~Unsecured Senior Note fees, which are ~~included in~~classified as interest expense, of ~~$2,737~~$3,144 and ~~$5,460~~$5,568 for the three and six months ended January 31, 2021, respectively. The Company also recorded total charges related to the amortization of these term loan and ABL fees, which are included in interest expense, of $2,686 and $5,371 for the three and six months ended January 31, 2020, respectively.2022. The unamortized balance of ~~the~~all capitalized ABL facility fees was ~~$8,406~~$7,554 at January 31, ~~2021~~2022 and ~~$9,807~~$7,005 as of July 31, ~~2020~~2021 and is included in Other long-term assets in the Condensed Consolidated Balance Sheets.

The fair value of the Company’s term-loan debt at January 31, ~~2021~~2022 and July 31, ~~2020~~2021 was ~~$1,555,088~~$1,502,643 and ~~$1,565,866, respectively. The carrying~~$1,551,141, respectively, and the fair value of the Company’s ~~term-loan debt, excluding debt issuance costs, was $1,552,337 and $1,597,091~~Senior Unsecured Notes at January 31, ~~2021 and July 31, 2020, respectively.~~2022 was $483,750. The fair ~~value~~values of the ~~Company's debt is~~Company’s term-loan and Senior Unsecured Notes are primarily estimated using Level 2 inputs as defined by ASC 820, primarily based on quoted market ~~prices for the term loan debt.~~prices. The fair value of other debt held by the Company approximates ~~fair~~carrying value.

13. Provision for Income Taxes

The overall effective income tax rate for the three months ended January 31, 2022 was 23.3%, and the effective income tax rate for the six months ended January 31, 2022 was 22.6%. These rates were both favorably impacted by certain foreign tax rate differences which include certain interest income not subject to corporate income tax. The overall effective income tax rate for the three months ended January 31, 2021 was 20.0%, and the effective income tax rate for the six months ended January 31, 2021 was 20.4%. These rates were both favorably impacted by certain foreign tax rate differences which include certain ~~interest~~ income not subject to corporate income tax and also by certain foreign return-to-provision adjustments. The overall effective income tax rate for the three months ended January 31, 2020 was 22.5%, and the effective income tax rate for the six months ended January 31, 2020 was 23.8%. These rates were both favorably impacted by certain foreign rate differences which include certain interest income not subjectadjustments that had a greater impact in relation to ~~corporate income tax. This benefit for the six months ended January 31, 2020 was partially offset by additional tax expense from the vesting of share-based compensation awards.~~pre-tax income.

Within the next 12 months, the Company anticipates a decrease of approximately ~~$7,900~~$4,800 in unrecognized tax benefits, and ~~$2,000~~$1,000 in accrued interest related to unrecognized tax benefits recorded as of January 31, ~~2021,~~2022, from expected settlements or payments of uncertain tax positions and lapses of the applicable statutes of limitations. Actual results may differ from these estimates.

The Company files income tax returns in the U.S. federal jurisdiction and in many U.S. state and foreign jurisdictions. For U.S. federal income tax purposes, fiscal years ~~2017~~2018 through ~~2019~~2020 remain open and could be subject to examination. In major state jurisdictions, fiscal years 2018 through 2020 generally remain open and could be subject to examination. In major foreign jurisdictions, fiscal years ~~2017~~2016 through ~~2019 generally~~2020 remain open and ~~could be~~ subject to examination. The Company is currently under exam by certain U.S. state tax authorities for ~~the~~ fiscal years ~~ended July 31, 2015~~2018 through ~~2017.~~2020 and by certain foreign jurisdictions for fiscal years 2016 through 2019. The Company believes it has adequately reserved for its exposure to additional payments for uncertain tax positions in its liability for unrecognized tax benefits.

14. Contingent Liabilities, Commitments and Legal Matters

The Company’s total commercial commitments under standby repurchase obligations on global dealer inventory financing were ~~$2,367,122~~$3,396,455 and ~~$1,876,922~~$1,821,012 as of January 31, ~~2021~~2022 and July 31, ~~2020,~~2021, respectively. The commitment term is generally up to 18 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 ~~$8,054~~$9,883 and ~~$7,747~~$6,023 as of January 31, ~~2021~~2022 and July 31, ~~2020,~~2021, respectively, which is included in Other current liabilities in the Condensed Consolidated Balance Sheets.

Losses incurred related to repurchase agreements that were settled during the three and six months ended January 31, ~~2021~~2022 and January 31, ~~2020~~2021 were not material. Based on current market conditions, the Company believes that any future losses under these agreements will not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

The Company issued a product recall in the fourth quarter of fiscal 2021 related to certain purchased parts utilized in certain of our North American towable products. Based on developments during the second quarter of fiscal 2022, including our expectations regarding the extent of vendor reimbursement, we have revised our estimate of the cost of the recall, which resulted in a favorable adjustment during the three months ended January 31, 2022 to the amount previously accrued. In addition, we accrued additional expense during the second quarter of fiscal 2022 based on developments related to an ongoing investigation by certain German-based authorities regarding the adequacy of historical disclosures of vehicle weight in advertisements and other Company-provided literature in Germany. The Company is fully cooperating with the investigation. During the three months ended January 31, 2022, the Company recognized $13,000 of net expense as a component of selling, general and administrative costs related to these two matters. For the six months ended January 31, 2022, the Company has recognized $35,000 of net expense as a component of selling, general and administrative costs related to these two matters.

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, and in management’s opinion, the ultimate disposition of any current legal proceedings or claims against the Company will not have a material effect on the Company’s financial condition, operating results or cash flows. Litigation is, however, inherently uncertain and an adverse outcome from such litigation could have a material effect on the operating results of a particular reporting period.

15. Leases

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

Certain of the ~~Company's~~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 three and six-month periods ended January 31, ~~2021~~2022 and January 31, ~~2020~~2021 were as ~~follows:~~

Three Months Ended January 31, Six Months Ended January 31,
2021 2020 2021 2020
Operating lease cost $ 3,881 $ 3,112 $ 7,758 $ 6,143
Finance lease cost
Amortization of right-of-use assets 175 136 311 272
Interest on lease liabilities 131 134 257 271
Total lease cost $ 4,187 $ 3,382 $ 8,326 $ 6,686
follows:


	Three Months Ended January 31,				Six Months Ended January 31,
	2022		2021		2022		2021
Operating lease cost	$	6,908	$	3,881	$	13,216	$	7,758
Finance lease cost
Amortization of right-of-use assets	187		175		373		311
Interest on lease liabilities	120		131		245		257
Total lease cost	$	7,215	$	4,187	$	13,834	$	8,326

Other information related to leases was as follows:


	Six Months Ended January 31,
Supplemental Cash Flows Information	2022		2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	13,193	$	7,710
Right-of-use assets obtained in exchange for lease obligations:
Operating leases	$	11,598	$	7,204
Finance leases	$	—	$	4,000

1820

~~Other information related to leases was as follows:~~

Six Months Ended January 31,
Supplemental Cash Flows Information 2021 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 7,710 $ 6,094
Right-of-use assets obtained in exchange for lease obligations:
Operating leases $ 7,204 $ 1,561
Finance leases $ 4,000 $ 0


Supplemental Balance Sheet Information	January 31, 2022		July 31, 2021
Operating leases:
Operating lease right-of-use assets	$	46,468	$	42,601

Operating lease liabilities:
Other current liabilities	$	9,922	$	8,944
Other long-term liabilities	36,881		33,923
Total operating lease liabilities	$	46,803	$	42,867

Finance leases:
Finance lease right-of-use assets	$	6,637	$	7,010

Finance lease liabilities
Other current liabilities	$	1,131	$	1,081
Other long-term liabilities	4,115		4,694
Total finance lease liabilities	$	5,246	$	5,775

Supplemental Balance Sheet Information January 31, 2021 July 31, 2020
Operating leases:
Operating lease right-of-use assets $ 37,615 $ 33,609
Operating lease liabilities:
Other current liabilities $ 6,872 $ 5,343
Other long-term liabilities 30,979 28,456
Total operating lease liabilities $ 37,851 $ 33,799
Finance leases:
Finance lease right-of-use assets $ 7,361 $ 3,672
Finance lease liabilities
Other current liabilities $ 996 $ 505
Other long-term liabilities 5,284 4,743
Total finance lease liabilities $ 6,280 $ 5,248

January 31, 2021

July 31, 2020

January 31, 2022

July 31, 2021

Weighted-average remaining lease term:

Operating leases

12.3 years

13.6 years

Operating leases

10.3 years

11.1 years

Finance leases

5.5 years

6.8 years

Finance leases

4.7 years

5.1 years

Weighted-average discount rate:

Operating leases

3.3

3.4

Operating leases

3.4

3.2

Finance leases

8.8

9.7

Finance leases

9.1

8.9

Future minimum rental payments required under operating and finance leases as of January 31, ~~2021~~2022 were as follows:

Operating Leases Financing Leases
For the remainder of the fiscal year ending July 31, 2021 $ 6,238 $ 769
For the fiscal year ending July 31, 2022 10,599 1,555
For the fiscal year ending July 31, 2023 7,989 1,578
For the fiscal year ending July 31, 2024 5,721 1,059
For the fiscal year ending July 31, 2025 4,216 1,083
For the fiscal year ending July 31, 2026 and thereafter 19,569 2,061
Total future lease payments 54,332 8,105
Less: amount representing interest (16,481) (1,825)
Total reported lease liability $ 37,851 $ 6,280


	Operating Leases		Finance Leases
For the remainder of the fiscal year ending July 31, 2022	$	8,159	$	780
For the fiscal year ending July 31, 2023	13,052		1,578
For the fiscal year ending July 31, 2024	9,908		1,059
For the fiscal year ending July 31, 2025	6,888		1,083
For the fiscal year ending July 31, 2026	5,001		1,107
For the fiscal year ending July 31, 2027 and thereafter	20,678		954
Total future lease payments	63,686		6,561
Less: amount representing interest	(16,883)		(1,315)
Total reported lease liability	$	46,803	$	5,246

1921

16. Stockholders’ Equity

~~Stock-Based~~Stock-based Compensation

Total stock-based compensation expense recognized in the three-month periods ended January 31, ~~2021~~2022 and January 31, ~~2020~~2021 for stock-based awards totaled ~~$7,290~~$6,959 and ~~$5,062,~~$7,290, respectively. Total stock-based compensation expense recognized in the six-month periods ended January 31, ~~2021~~2022 and January 31, ~~2020~~2021 for stock-based awards totaled ~~$13,058~~$12,986 and ~~$10,075,~~$13,058, respectively.

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.

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. 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.

Under this share repurchase program, during the three months ended January 31, 2022, the Company purchased 590,961 shares of its common stock, at various times in the open market, at a weighted-average price of $98.71 and held them as treasury shares at an aggregate purchase price of $58,331. As of January 31, 2022, the remaining amount of the Company's common stock that may be repurchased under this program is $191,669.

17. 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. All material revenue streams are considered ~~point in time.~~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.


		Three Months Ended January 31,				Six Months Ended January 31,					Three Months Ended January 31,				Six Months Ended January 31,
NET SALES:	NET SALES:	2021		2020		2021		2020		NET SALES:	2022		2021		2022		2021
Recreational vehicles	Recreational vehicles									Recreational vehicles
North American Towables	North American Towables									North American Towables
Travel Trailers	Travel Trailers	$	831,359	$	583,121	$	1,669,259	$	1,292,786	Travel Trailers	$	1,250,579	$	831,359	$	2,660,203	$	1,669,259
Fifth Wheels	Fifth Wheels	541,822		400,786		1,095,966		892,009		Fifth Wheels	734,509		541,822		1,565,719		1,095,966
Total North American Towables	Total North American Towables	1,373,181		983,907		2,765,225		2,184,795		Total North American Towables	1,985,088		1,373,181		4,225,922		2,765,225
North American Motorized	North American Motorized									North American Motorized
Class A	Class A	222,128		125,474		380,683		287,206		Class A	429,894		222,128		839,393		380,683
Class C	Class C	294,300		186,761		569,699		416,598		Class C	361,565		294,300		721,571		569,699
Class B	Class B	60,567		31,445		120,468		55,765		Class B	185,347		60,567		340,870		120,468
Total North American Motorized	Total North American Motorized	576,995		343,680		1,070,850		759,569		Total North American Motorized	976,806		576,995		1,901,834		1,070,850
Total North America	Total North America	1,950,176		1,327,587		3,836,075		2,944,364		Total North America	2,961,894		1,950,176		6,127,756		3,836,075
European	European									European
Motorcaravan	Motorcaravan	419,137		382,422		737,480		664,155		Motorcaravan	350,861		419,137		667,125		737,480
Campervan	Campervan	149,112		97,923		292,512		175,520		Campervan	192,838		149,112		370,621		292,512
Caravan	Caravan	71,654		69,909		126,849		130,941		Caravan	91,153		71,654		151,833		126,849
Other RV-related	Other RV-related	93,560		86,861		179,110		159,506		Other RV-related	88,878		93,560		167,148		179,110
Total European	Total European	733,463		637,115		1,335,951		1,130,122		Total European	723,730		733,463		1,356,727		1,335,951
Total recreational vehicles	Total recreational vehicles	2,683,639		1,964,702		5,172,026		4,074,486		Total recreational vehicles	3,685,624		2,683,639		7,484,483		5,172,026
Other, primarily aluminum extruded components		74,714		57,745		155,421		131,311
Other										Other	294,146		74,714		551,976		155,421
Intercompany eliminations	Intercompany eliminations	(30,565)		(19,314)		(62,299)		(43,879)		Intercompany eliminations	(104,752)		(30,565)		(203,217)		(62,299)
Total	Total	$	2,727,788	$	2,003,133	$	5,265,148	$	4,161,918	Total	$	3,875,018	$	2,727,788	$	7,833,242	$	5,265,148

2023

18. Accumulated Other Comprehensive Income (Loss)

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

Three Months Ended January 31,
2021 2020
Foreign Currency Unrealized Foreign Currency Unrealized
Translation Gain (Loss) on Translation Gain (Loss) on
Adjustment Derivative Other Total Adjustment Derivative Other Total
Balance at beginning of period $ 26,664 $ (15,491) $ (696) $ 10,477 $ (46,085) $ (13,194) $ (1,048) $ (60,327)
OCI before reclassifications 60,133 (352) 0 59,781 (11,902) (2,272) 0 (14,174)
Income taxes associated with OCI before reclassifications 0 87 0 87 0 595 0 595
Amounts reclassified from AOCI 0 3,410 0 3,410 0 1,935 0 1,935
Income taxes associated with amounts reclassified from AOCI 0 (794) 0 (794) 0 (482) 0 (482)
AOCI, net of tax 86,797 (13,140) (696) 72,961 (57,987) (13,418) (1,048) (72,453)
Less: AOCI attributable to noncontrolling interest (715) 0 0 (715) (1,038) 0 0 (1,038)
AOCI, net of tax, attributable to THOR Industries, Inc. $ 87,512 $ (13,140) $ (696) $ 73,676 $ (56,949) $ (13,418) $ (1,048) $ (71,415)


	Three Months Ended January 31, 2022
	Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax	$	19,145	$	(6,300)	$	(876)	$	11,969	$	(932)	$	11,037
OCI before reclassifications	(69,429)		4		(372)		(69,797)		(545)		(70,342)
Income taxes associated with OCI before reclassifications (1)	—		41		—		41		—		41
Amounts reclassified from AOCI	—		2,736		—		2,736		—		2,736
Income taxes associated with amounts reclassified from AOCI	—		(652)		—		(652)		—		(652)
OCI, net of tax for the fiscal period	(69,429)		2,129		(372)		(67,672)		(545)		(68,217)
AOCI, net of tax	$	(50,284)	$	(4,171)	$	(1,248)	$	(55,703)	$	(1,477)	$	(57,180)

	Three Months Ended January 31, 2021
	Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax	$	27,406	$	(15,491)	$	(696)	$	11,219	$	(742)	$	10,477
OCI before reclassifications	60,106		(352)		—		59,754		27		59,781
Income taxes associated with OCI before reclassifications (1)	—		87		—		87		—		87
Amounts reclassified from AOCI	—		3,410		—		3,410		—		3,410
Income taxes associated with amounts reclassified from AOCI	—		(794)		—		(794)		—		(794)
OCI, net of tax for the fiscal period	60,106		2,351		—		62,457		27		62,484
AOCI, net of tax	$	87,512	$	(13,140)	$	(696)	$	73,676	$	(715)	$	72,961

2124


		Six Months Ended January 31,																	Six Months Ended January 31, 2022
		2021								2020									Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax																		Balance at beginning of period, net of tax	$	54,152	$	(8,655)	$	(876)	$	44,621	$	(772)	$	43,849
OCI before reclassifications																		OCI before reclassifications	(104,436)		589		(372)		(104,219)		(705)		(104,924)
Income taxes associated with OCI before reclassifications (1)																		Income taxes associated with OCI before reclassifications (1)	—		(91)		—		(91)		—		(91)
Amounts reclassified from AOCI																		Amounts reclassified from AOCI	—		5,264		—		5,264		—		5,264
Income taxes associated with amounts reclassified from AOCI																		Income taxes associated with amounts reclassified from AOCI	—		(1,278)		—		(1,278)		—		(1,278)
OCI, net of tax for the fiscal period																		OCI, net of tax for the fiscal period	(104,436)		4,484		(372)		(100,324)		(705)		(101,029)
AOCI, net of tax																		AOCI, net of tax	$	(50,284)	$	(4,171)	$	(1,248)	$	(55,703)	$	(1,477)	$	(57,180)
		Foreign Currency		Unrealized						Foreign Currency		Unrealized
		Translation		Gain (Loss) on						Translation		Gain (Loss) on							Six Months Ended January 31, 2021
		Adjustment		Derivative		Other		Total		Adjustment		Derivative		Other		Total			Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period		$	45,657	$	(18,823)	$	(696)	$	26,138	$	(47,078)	$	(9,472)	$	(1,048)	$	(57,598)
Balance at beginning of period, net of tax																		Balance at beginning of period, net of tax	$	46,512	$	(18,823)	$	(696)	$	26,993	$	(855)	$	26,138
OCI before reclassifications	OCI before reclassifications	41,140		380		0		41,520		(10,909)		(7,826)		0		(18,735)		OCI before reclassifications	41,000		380		—		41,380		140		41,520
Income taxes associated with OCI before reclassifications		0		(87)		0		(87)		0		1,932		0		1,932
Income taxes associated with OCI before reclassifications (1)																		Income taxes associated with OCI before reclassifications (1)	—		(87)		—		(87)		—		(87)
Amounts reclassified from AOCI	Amounts reclassified from AOCI	0		7,049		0		7,049		0		2,582		0		2,582		Amounts reclassified from AOCI	—		7,049		—		7,049		—		7,049
Income taxes associated with amounts reclassified from AOCI	Income taxes associated with amounts reclassified from AOCI	0		(1,659)		0		(1,659)		0		(634)		0		(634)		Income taxes associated with amounts reclassified from AOCI	—		(1,659)		—		(1,659)		—		(1,659)
OCI, net of tax for the fiscal period																		OCI, net of tax for the fiscal period	41,000		5,683		—		46,683		140		46,823
AOCI, net of tax	AOCI, net of tax	86,797		(13,140)		(696)		72,961		(57,987)		(13,418)		(1,048)		(72,453)		AOCI, net of tax	$	87,512	$	(13,140)	$	(696)	$	73,676	$	(715)	$	72,961
Less: AOCI attributable to noncontrolling interest		(715)		0		0		(715)		(1,038)		0		0		(1,038)
AOCI, net of tax, attributable to THOR Industries Inc.		$	87,512	$	(13,140)	$	(696)	$	73,676	$	(56,949)	$	(13,418)	$	(1,048)	$	(71,415)

~~The Company does~~(1)We do not recognize deferred taxes for a majority of the foreign currency translation gains and losses because ~~the Company does~~we do not anticipate reversal in the foreseeable future.

2225

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

Unless otherwise indicated, all U.S. Dollar, Euro and British Pound Sterling amounts are presented in thousands except share and per share data.

Forward-Looking Statements

This report includes certain statements that are “forward-looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are made based on management’s current expectations and beliefs regarding future and anticipated developments and their effects upon THOR, and inherently involve uncertainties and risks. These forward-looking statements are not a guarantee of future performance. We cannot assure you that actual results will not differ materially from our expectations. Factors which could cause materially different results include, among others:

•the extent and impact from the continuation of the COVID-19 pandemic, along with the responses to contain the spread of the virus, or its variants, by various governmental entities or other actors, which may have negative effects on retail customer demand, our independent dealers, our supply chain, our labor force, our production or other aspects of our ~~business and which may have a negative impact on our consolidated results of operations, financial position, cash flows and liquidity;~~business;

•the ability to ramp production up or down quickly in response to rapid changes in demand while also managing costs and market share;

•the effect of raw material and commodity price fluctuations, and/or raw material, commodity or chassis supply constraints;

•the impact of ~~tariffs~~war, military conflict, terrorism and/or cyber-attacks, including state-sponsored attacks;

•the impact of sudden or significant energy or fuel cost increases, including those caused by geopolitical events, on our costs of operation, on raw material prices, on our independent dealers or ~~other input costs;~~on retail customers;

•the dependence on a small group of suppliers for certain components used in production;

•the level and magnitude of warranty and recall claims incurred;

•the ability of our suppliers to financially support any defects in their products;

•legislative, regulatory and tax law and/or policy developments including their potential impact on our independent dealers, ~~and their~~ retail customers or on our suppliers;

•the costs of compliance with governmental regulation;

•the impact of an adverse outcome or conclusion related to current or future litigation or regulatory investigations;

•public perception of and the costs related to environmental, social and governance matters;

•legal and compliance issues including those that may arise in conjunction with recently completed transactions;

•lower consumer confidence and the level of discretionary consumer spending;

•interest rate fluctuations and their potential impact on the general economy and, specifically, on our profitability and on our independent dealers and consumers;

•the impact of exchange rate fluctuations;

•restrictive lending practices which could negatively impact our independent dealers and/or retail consumers;

•management changes;

•the success of new and existing products and services;

•the ability to maintain strong brands and develop innovative products that meet consumer demands;

•the ability to efficiently utilize existing production facilities;

•changes in consumer preferences;

•the risks associated with acquisitions, including: the pace and successful closing of an acquisition, the integration and financial impact thereof, the level of achievement of anticipated operating synergies from acquisitions, the potential for unknown or understated liabilities related to acquisitions, the potential loss of existing customers of acquisitions and our ability to retain key management personnel of acquired companies;

•a shortage of necessary personnel for production and increasing labor costs to attract production personnel in times of high demand;

•the loss or reduction of sales to key independent dealers;

•disruption of the delivery of units to independent dealers;

•increasing costs for freight and transportation;

•asset impairment charges;

•~~cost structure changes;~~

•competition;

•the impact of potential losses under repurchase ~~or financed receivable~~ agreements;

•the potential impact of the strength of the U.S. dollar on international demand for products priced in U.S. dollars;

•general economic, market and political conditions in the various countries in which our products are produced and/or sold;

•the impact of changing emissions and other ~~regulatory standards~~related climate change regulations in the various jurisdictions in which our products are produced, used and/or sold;

•changes to our investment and capital allocation strategies or other facets of our strategic plan; and

•changes in market liquidity conditions, credit ratings and other factors that may impact our access to future funding and the cost of debt.

These and other risks and uncertainties are discussed more fully in Item 1A of our Annual Report on Form 10-K for the year ended July 31, ~~2020.~~2021.

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

Executive Overview

We were founded in 1980 and have grown to become the largest manufacturer of recreational vehicles ~~("RVs"~~(“RVs”) in the world. We are also the largest manufacturer of RVs in North America, and one of the largest manufacturers of RVs in Europe. In North America, according to Statistical Surveys, Inc. (“Stat Surveys”), for the calendar year ended December 31, ~~2020,~~2021, THOR’s combined U.S. and Canadian market share was approximately ~~42.6%~~41.7% for travel trailers and fifth wheels combined and approximately ~~38.6%~~47.7% for motorhomes. In Europe, according to the European Caravan Federation and based on unit registrations for Europe's original equipment manufacturer ~~("OEM"~~(“OEM”) reporting countries, our European market share for the calendar year ended December 31, ~~2020~~2021 was approximately ~~25.7%~~24.6% for motorcaravans and campervans combined and approximately ~~20.0%~~17.8% for caravans.

Our business model includes decentralized operating units, and our RV products are primarily sold to independent, non-franchise dealers who, in turn, retail those products. The Company also sells component parts to both RV and other original equipment manufacturers, including aluminum extruded components, and sells aftermarket component parts through dealers and retailers. Our growth has been achieved both organically and through acquisition, and our strategy is designed to increase our profitability by driving innovation, servicing our customers, manufacturing quality products, improving the efficiencies of our facilities and making strategic growth acquisitions.

The COVID-19 pandemic, including its wide-reaching impact on nearly all facets of our operations and the RV industry, as well as related governmental actions and labor shortages throughout the supply chain and within THOR, have impacted and continue to impact our business and our financial results and financial position. In particular, the pandemic has, directly or indirectly, contributed to chassis and certain other supply-side constraints, as described below. Additional impacts could be incurred in future periods, including negative impacts to our results of operations, liquidity and financial position, as a direct or indirect result of the pandemic. Should the rate of COVID-19 infections escalate, or the virus mutate into new, uncontrolled strains, those developments and the resulting impacts could exacerbate risks to our business, financial results and financial position. Refer also to the COVID-19 related risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2020.~~

~~Recent Events~~

On December 18, 2020, the Company closed on a Stock Purchase Agreement (“Tiffin Group SPA”) for the acquisition of all of the issued and outstanding capital stock of luxury motorized recreational vehicle manufacturer Tiffin Motorhomes, Inc., including fifth wheel towable recreational vehicle manufacturer Vanleigh RV, and certain other associated operating and supply companies, which primarily supply component parts and services to Tiffin Motorhomes, Inc. and Vanleigh RV, (collectively, the “Tiffin Group”). Tiffin Group, LLC, a wholly-owned subsidiary of the Company, will own the Tiffin Group. In accordance with the Tiffin Group SPA, the closing was deemed effective as of December 18, 2020. Tiffin Motorhomes, Inc. operates in various locations in Alabama, while Vanleigh RV operates in Mississippi.2021.

2427

Recent Events

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.

Under this share repurchase program, during the three months ended January 31, 2022, the Company purchased 590,961 shares of its common stock, at various times in the open market, at a weighted-average price of $98.71 and held them as treasury shares at an aggregate purchase price of $58,331. As of January 31, 2022, the remaining amount of the Company’s common stock that may be repurchased under this program is $191,669.

Issuance of Senior Unsecured Notes

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 ~~initial~~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 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, beginning with the first payment on April 15, 2022. The Senior Unsecured Notes will 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.

Airxcel Acquisition

On September 1, 2021, the Company acquired Wichita, Kansas-based AirX Intermediate, Inc. (“Airxcel”). Airxcel manufactures a comprehensive line of high-quality products which they sell primarily to RV original equipment manufacturers as well as consumers via aftermarket sales through dealers and retailers. Airxcel provides industry-leading products in recreational vehicle heating, cooling, ventilation, cooking, window coverings, sidewalls and roofing materials, among others. The final cash consideration for the acquisition of ~~the Tiffin Group~~Airxcel was ~~approximately $300,000, subject to adjustment,~~$743,500 and was funded through ~~existing~~a combination of cash-on-hand ~~as well as $165,000~~and $625,000 in borrowings from the Company’s ABL. In conjunction with the Airxcel acquisition, the Company expanded its existing ~~asset-based lending facility. The total cash consideration~~ABL facility from $750,000 to ~~be paid is subject~~$1,000,000, favorably amended certain terms of the ABL agreement and extended the term of the ABL as discussed in Note 12 to the ~~final determination~~Condensed Consolidated Financial Statements. The interest rate remains unchanged.

The Company acquired Airxcel as part of its long-term, strategic growth plan and the ~~actual acquired net working capital, as defined in the Tiffin Group SPA, as of the close of business on December 28, 2020, which determination~~acquisition is expected to ~~be finalized later~~provide numerous benefits, including strengthening its supply chain, diversifying its revenue sources and expanding Airxcel’s supply chain business in ~~fiscal 2021. The Tiffin Group will operate~~North American and Europe. Airxcel operates as an independent operation in the same manner as the Company’s other ~~recreational vehicle~~ subsidiaries. ~~The Company purchased the Tiffin Group to complement its existing towable and motorized RV product offerings and North American independent dealer base.~~

~~Industry Outlook —~~ North ~~America~~American RV Industry

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

North American RV independent dealer inventory of our North American RV products as of January 31, ~~2021 decreased 32.2%~~2022 increased 43.4% to approximately ~~78,100~~112,000 units, compared to approximately ~~115,200 units as of January 31, 2020. The acquisition of Tiffin Group accounted for approximately 700 of the~~ 78,100 units as of January 31, 2021.

As of January 31, 2022, North American dealer inventory levels have grown since the prior year but are still generally below historical stocking levels, particularly in certain product categories. THOR’s North American RV backlog as of January 31, ~~2021~~2022 increased ~~$6,437,587,~~$6,505,388, or ~~371.6%~~79.6%, to ~~$8,169,997~~$14,675,385 compared to ~~$1,732,410~~$8,169,997 as of January 31, 2020, with Tiffin Group's backlog included in the January 31, 2021 totals accounting for $553,027, or 8.6%, of the $6,437,587 increase. Dealer inventory levels have decreased materially based on strong retail demand for RVs given the perceived safety of RV travel during the COVID-19 pandemic, a strong desire to socially distance and the reduction in commercial air travel and cruises. As of January 31, 2021, North American dealer inventory levels were well below optimal stocking levels, which has increased dealer orders and our backlog.2021.

North American Industry Wholesale Statistics

Key wholesale statistics for the North American RV industry, as reported by RVIA for the periods indicated, are as follows:


		U.S. and Canada Wholesale Unit Shipments					U.S. and Canada Wholesale Unit Shipments
		Calendar Year		Increase	%		Calendar Year		Increase	%
		2020	2019	(Decrease)	Change		2021	2020	(Decrease)	Change
North American Towable Units	North American Towable Units	389,613	359,441	30,172	8.4	North American Towable Units	544,028	389,613	154,415	39.6
North American Motorized Units	North American Motorized Units	40,799	46,629	(5,830)	(12.5)	North American Motorized Units	56,212	40,799	15,413	37.8
Total	Total	430,412	406,070	24,342	6.0	Total	600,240	430,412	169,828	39.5

The changes in wholesale shipments noted above in the towable and motorized units were both impacted by the COVID-19 ~~pandemic on North American shipments during the March to December 2020 timeframe.~~pandemic. Shipments ~~fell~~were significantly limited for both ~~towables~~towable and motorized products during the period from March to June 2020, as most RV manufacturers and dealers were shut down for a number of weeks during that time period. Since then, demand for both towable and motorized products has ~~increased significantly, but more so~~been robust, resulting in ~~the more affordably-priced towable product lines.~~strong levels of wholesale shipments in calendar 2021.

In March ~~2021,~~2022, RVIA issued a revised ~~forecast~~estimate for calendar year ~~2021~~2022 wholesale unit shipments. In the ~~most-likely~~RVIA’s most likely scenario, towable and motorized unit shipments are projected to increase to approximately ~~479,800~~531,400 and ~~53,600 units,~~59,700, respectively, for an annual total of ~~533,400~~591,100 units, ~~or 23.9% higher than calendar year 2020 shipments. This~~a decrease of 1.5% from calendar year 2021 ~~most-likely~~wholesale shipments. This RVIA calendar year 2022 most likely forecast could range from a lower estimate of ~~523,100~~approximately 578,800 total units to an upper estimate of approximately ~~543,600~~603,300 units.

North American Industry Retail Statistics

We believe that retail demand is the key to growth in the North American RV industry, and that annual North American RV industry wholesale shipments in calendar ~~year 2021~~years 2022 and 2023 may not follow typical seasonal patterns as dealers respond to ~~ongoing high current~~ consumer demand and then rebuild their inventory to optimal stocking levels.

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


		U.S. and Canada Retail Unit Registrations					U.S. and Canada Retail Unit Registrations
		Calendar Year		Increase	%		Calendar Year		Increase	%
		2020	2019	(Decrease)	Change		2021	2020	(Decrease)	Change
North American Towable Units	North American Towable Units	461,495	408,965	52,530	12.8	North American Towable Units	511,678	468,260	43,418	9.3
North American Motorized Units	North American Motorized Units	52,641	52,053	588	1.1	North American Motorized Units	53,481	53,113	368	0.7
Total	Total	514,136	461,018	53,118	11.5	Total	565,159	521,373	43,786	8.4

Note: Data reported by Stat Surveys is based on official state and provincial records. This information is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various states or provinces. The COVID-19 pandemic has resulted in further delays in the submission of information reported by the various states or provinces beginning with calendar year 2020 results, and may also be impacting the completeness of such information.

We believe that North American retail consumer demand has grown in recent periods due to an increasing interest in the RV lifestyle and the ability to connect with nature and has further accelerated since the onset of the COVID-19 pandemic. Many consumers recognize the perceived benefits offered by the RV lifestyle, which provides people with a personal space to maintain social distance in a safe manner, the ability to connect with loved ones and the potential to get away for short, frequent breaks or longer adventures.

Company North American Wholesale Statistics

The Company’s North American wholesale RV shipments, for the calendar years ended December 31, 2021 and 2020 to correspond to the North American industry wholesale periods noted above, were as follows (2021 period includes Tiffin Group shipments):


	U.S. and Canada Wholesale Unit Shipments
	Calendar Year		Increase	%
	2021	2020	(Decrease)	Change
North American Towable Units	236,817	165,387	71,430	43.2
North American Motorized Units	28,718	16,634	12,084	72.6
Total	265,535	182,021	83,514	45.9

Company North American Retail Statistics

Retail statistics of the Company’s North American RV products, as reported by Stat Surveys, for the calendar years ended December 31, 2021 and 2020 to correspond to the North American industry retail periods noted above, were as follows (2021 period includes Tiffin Group registrations):


	U.S. and Canada Retail Unit Registrations
	Calendar Year		Increase	%
	2021	2020	(Decrease)	Change
North American Towable Units	208,660	193,117	15,543	8.0
North American Motorized Units	25,530	20,655	4,875	23.6
Total	234,190	213,772	20,418	9.6

North American retail consumer demand has grown since late April 2020 as many consumers recognize the perceived benefits offered by the RV lifestyle, which provides people with a personal space to maintain social distance in a safe manner, the ability to connect with loved ones and the potential to get away for short, frequent breaks or longer adventures.

~~Company North American Wholesale Statistics~~

The Company's North American wholesale RV shipments, for the calendar years ended December 31, 2020 and 2019 to correspond to the North American industry wholesale periods noted above, were as follows (given the proximity of the December 18, 2020 acquisition date of the Tiffin Group to the end of the 2020 calendar year data presented below, the results of the Tiffin Group are excluded from the Company's totals):

U.S. and Canada Wholesale Unit Shipments
Calendar Year Increase %
2020 2019 (Decrease) Change
North American Towable Units 165,387 162,083 3,304 2.0
North American Motorized Units 16,634 17,854 (1,220) (6.8)
Total 182,021 179,937 2,084 1.2

~~Company North American Retail Statistics~~

Retail statistics of the Company's North American RV products, as reported by Stat Surveys, for the calendar years ended December 31, 2020 and 2019 to correspond to the North American industry retail periods noted above, were as follows (given the proximity of the December 18, 2020 acquisition date of the Tiffin Group to the end of the 2020 calendar year data presented below, the results of the Tiffin Group are excluded from the Company's totals):

U.S. and Canada Retail Unit Registrations
Calendar Year Increase %
2020 2019 (Decrease) Change
North American Towable Units 191,516 183,421 8,095 4.4
North American Motorized Units 20,333 19,273 1,060 5.5
Total 211,849 202,694 9,155 4.5

The extent to which the COVID-19 pandemic may continue to impact our business in future periods remains uncertain and unpredictable. In addition, the impact of current macroeconomic factors on our business – including inflation, supply chain constraints and geopolitical events – is uncertain. Nonetheless, our outlook for future growth in North American retail sales in ~~both the short term and~~ the long term remains optimistic as there are many factors driving ~~the current~~product demand that we believe will continue even after the pandemic ~~officially~~ ends. ~~In the near-term, we~~We believe consumers are likely to continue altering their future vacation and travel plans, opting for fewer vacations via air travel, cruise ships and hotels, and preferring vacations that RVs are uniquely positioned to provide, where they can continue practicing social distancing while also allowing them the ability to explore or unwind, often close to home. Minimal-contact vacation options like road trips and camping may prove ideal for people who want to limit pandemic-related risks involved with close personal interactions. ~~We will, however, need to manage through temporary supply chain issues noted below, which may limit the level to which we can increase output in the near term.~~

~~Longer-term, a~~

A positive outlook for the North American RV segment is also supported by surveys conducted by THOR, RVIA and others, which show that Americans love the freedom of the outdoors and the enrichment that comes with living an active lifestyle. RVs allow people to be in control of their travel experiences, going where they want, when they want and with the people they want. The RV units we design, produce and sell allow people to spend time outdoors pursuing their favorite activities, creating cherished moments and deeply connecting with family and friends. Based on the increasing value consumers place on these factors, we expect to see long-term growth in the North American RV industry. ~~Longer term, we also believe~~Historically, retail sales ~~will be~~have been dependent upon various economic conditions faced by consumers, such as the rate of unemployment, the rate of inflation, the level of consumer confidence, the disposable income of consumers, changes in interest rates, credit availability, the health of the housing market, changes in tax rates and fuel availability and prices. In addition, we believe that the availability of camping and RV parking facilities will be an important factor in the future growth of the industry and view both the significant recent investments and the future committed investments by campground owners, states and the federal government in camping facilities and accessibility to state and federal parks and forests to be positive long-term factors.

Economic and industry-wide factors that have historically affected, and we believe will continue to affect, our ~~RV business~~operating results include the costs of commodities, the availability of critical supply components, the impact of actual or threatened tariffs on commodity costs and labor costs incurred in the production of our products. Material and labor costs are the primary factors determining our cost of products sold, and any future increases in raw material or labor costs ~~would~~will impact our profit margins negatively if we are unable to offset those cost increases through a combination of product decontenting, material sourcing strategies, efficiency improvements or raising the selling prices for our products by corresponding amounts. Historically, we have generally been able to offset net cost increases over time.

~~At this time, we are not experiencing any significant or unusual supply constraints from~~We continue to be alerted by a number of our North American chassis ~~suppliers. As indicated above,~~suppliers that supply constraints of key components that they require for the ~~extent to which the pandemic may impact~~manufacturing of chassis, particularly semiconductor chips, will limit their production of chassis, and hence, our ~~operations in the future is uncertain~~production and ~~unpredictable.~~sales of motorized RVs will also be impacted. The North American ~~recreational vehicle~~RV industry has, from time to time in the past and continuing into the quarter ended January 31, 2022, experienced shortages of chassis for these and various other reasons, including component shortages, production delays and intermittent work stoppages at the chassis manufacturers. If these shortages ~~were to recur~~continue for a prolonged period for any reason, it would have a negative impact on our sales and earnings.

The North American RV industry is also facing continuing cost increases, supply shortages and delivery delays of other, non-chassis, raw material components. While our supply chain has ~~however, recently experienced supply~~been resilient enough to support us during our recent growth in sales and production, these shortages and constraints have negatively impacted our ability to further ramp up production rates and sales during the current fiscal year and has caused an increase in work in process inventory as of January 31, 2022. We believe these shortages and delays will continue to result in production delays or adjusted production rates, which will limit our ability to ramp up production to meet existing demand and could have a negative impact on our results of operations. If shortages of ~~various RV~~chassis or other component parts from various manufacturers and suppliers as a result of current market conditions and the COVID-19 pandemic. Additionally, the recent harsh weather conditions in the southern United States have impacted the availability of certain petroleum-based components. If such shortages were to become more significant or longer term in nature, or if ~~industry demand were to increase faster than relevant suppliers can respond, or if~~ other factors were to impact ~~their~~our suppliers’ ability to ~~continue to~~fully supply our needs for key components, our costs of such components and our production output could be adversely affected. Where possible, we continue to work closely with our suppliers on various supply chain strategies to minimize ~~the impact of~~ these ~~supply chain~~ constraints, and we continue to identify alternative suppliers. The geographic centrality of the North American RV industry in northern Indiana, where the majority of our facilities and many of our suppliers are located, could exacerbate supply chain and other COVID-19 related risks, should northern Indiana, or any of the other areas in which we, our suppliers or our customers operate, become disproportionately impacted by the pandemic or other factors.

European RV Industry ~~Outlook — Europe~~

The Company monitors retail trends in the European RV market as reported by the European Caravan Federation (“ECF”), whose industry data is reported to the public quarterly and typically issued on a one-to-two-month lag. Additionally, on a monthly basis, the Company receives OEM-specific reports from most of the individual member countries that make up the ECF. As these reports are coming directly from the ECF member countries, timing and content vary, but typically the reports are issued on a one-to-two-month lag as well. While most countries provide OEM-specific information, the United Kingdom, which made up ~~19.8%~~23.1% and ~~7.6%~~7.8% of the European caravan and motorcaravan (including campervans) ~~European~~ market for the calendar year ended December 31, ~~2020,~~2021, respectively, does not provide OEM-specific information. Industry wholesale shipment data for the European RV market is not available.

Within Europe, over 90% of our sales are made to dealers within 1310 different European countries. The market conditions, as well as the operating status of our independent dealers within each country, vary based on the various local economic conditions, the current impact of COVID-19 and the local responses and restrictions in place to manage the pandemic. It is inherently difficult to generalize about the operating conditions within the entire European region. However, independent RV dealer inventory levels of our European products are generally below ~~prior-year~~historic levels in the various countries we serve. Within Germany, which accounts for approximately 60% of our European product sales, independent dealer inventory levels are currently below historical norms, ~~with dealers submitting~~which has contributed to the higher ~~levels of orders~~ than ~~typical for this time of the season due to continued high end-consumer demand, as discussed further below.~~normal European backlogs.

THOR’s European RV backlog as of January 31, ~~2021~~2022 increased ~~$1,502,200,~~$407,304, or ~~131.5%~~15.4%, to ~~$2,644,181~~$3,051,485 compared to ~~$1,141,981~~$2,644,181 as of January 31, ~~2020,~~2021, with the increase attributable to a number of causes, including the continued perceived safety of RV travel during the COVID-19 pandemic, a strong desire to socially distance, ~~the~~a reduction in commercial air travel and cruises ~~and~~as compared to historic levels, an increase in various marketing campaigns to promote ~~sales.~~sales, and the low independent European RV dealer inventory levels noted above.

European Industry Retail Statistics

Key retail statistics for the European RV industry, as reported by the ECF for the periods indicated, are as follows:

European Unit Registrations
Motorcaravan and Campervan (2)
Caravan
Calendar Year % Calendar Year %
2020 2019 Change 2020 2019 Change
OEM Reporting Countries (1)
143,575 114,124 25.8 58,901 57,810 1.9
Non-OEM Reporting Countries (1)
15,507 18,346 (15.5) 16,860 20,225 (16.6)
Total 159,082 132,470 20.1 75,761 78,035 (2.9)


	European Unit Registrations
	Motorcaravan and Campervan (2)			Caravan
	Calendar Year		%	Calendar Year		%
	2021	2020	Change	2021	2020	Change
OEM Reporting Countries (1)	161,461	143,943	12.2	57,818	58,901	(1.8)
Non-OEM Reporting Countries (1)	19,838	16,241	22.1	20,276	17,034	19.0
Total	181,299	160,184	13.2	78,094	75,935	2.8

(1)Industry retail registration statistics have been compiled from individual countries reporting of retail sales, and include the following countries: Germany, France, Sweden, Netherlands, Norway, Italy, Spain and others, collectively the ~~"OEM~~“OEM Reporting Countries."” The ~~"Non-OEM~~“Non-OEM Reporting ~~Countries"~~Countries” are primarily the United Kingdom and others. Note: the decrease in the "Non-OEM Reporting Countries" is primarily related to the United Kingdom, as a result of both extended shutdowns due to the COVID-19 pandemic and BREXIT. Total European unit registrations are reported quarterly by ECF.

(2)The ECF reports motorcaravans and campervans together.

Note: Data from the ECF is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various countries. (The ~~"Non-OEM~~“Non-OEM Reporting ~~Countries"~~Countries” either do not report OEM-specific data to the ECF or do not have it available for the entire time period covered.)

Company European Retail Statistics

~~(1)~~


		European Unit Registrations (1)					European Unit Registrations (1)
		Calendar Year		Increase	%		Calendar Year		Increase	%
		2020	2019	(Decrease)	Change		2021	2020	(Decrease)	Change
Motorcaravan and Campervan	Motorcaravan and Campervan	36,882	29,357	7,525	25.6	Motorcaravan and Campervan	39,731	36,965	2,766	7.5
Caravan	Caravan	11,755	11,881	(126)	(1.1)	Caravan	10,305	11,783	(1,478)	(12.5)
Total OEM-Reporting Countries	Total OEM-Reporting Countries	48,637	41,238	7,399	17.9	Total OEM-Reporting Countries	50,036	48,748	1,288	2.6

(1)Company retail registration statistics have been compiled from individual countries reporting of retail sales, and include the following countries: Germany, France, Sweden, Netherlands, Norway, Italy, Spain and others, collectively the ~~"OEM~~“OEM Reporting Countries."”

Note: ~~For comparison purposes, the totals reflected above include the pre-acquisition results of Erwin Hymer Group for January 2019. In addition, data~~Data from the ECF is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various countries.

European Outlook

Our European operations offer a full lineup of leisure vehicles including caravans, urban campers, campervans and small-to-large motorcaravans. Our product ~~offering is~~offerings are not limited to vehicles only but also ~~includes~~include accessories and services, including vehicle rentals. In addition, we address ~~our~~ European ~~end~~retail customers through a sophisticated brand management approach based on consumer segmentation according to target group, core values and emotions. With the help of data-based and digital marketing, we intend to ~~expand~~continue expanding our retail customer reach, in particular, to new and younger consumer segments.

The extent to which the COVID-19 pandemic may impact our business in future periods remains uncertain and unpredictable. In addition, the impact of current macroeconomic factors on our business – including inflation, supply chain constraints, and geopolitical events – is uncertain. Our outlook for future growth in European RV retail sales also depends upon the various economic and regulatory conditions in the respective countries in which we sell our products, and ~~also depends~~ on our ability to manage through ~~temporary~~ supply chain issues ~~in the near term~~ that ~~could~~have, and will continue to, limit the level to which we can increase ~~output.~~output in the near term. End-customer demand for RVs depends strongly on consumer confidence. Factors such as the rate of unemployment, the rate of inflation, private consumption and investments, growth in disposable income of consumers, changes in interest rates, the health of the housing market, changes in tax rates and regulatory restrictions, and, most recently, travel safety considerations all influence retail sales. ~~We believe our~~Our long-term outlook for future growth in European RV retail sales remains positive as more and more people discover RVs as a way to support their lifestyle in search of independence and individuality, as well as using the RV as a multi-purpose vehicle to escape urban life and explore outdoor activities and nature.

~~Historically,~~Prior to the pandemic, we and our independent European dealers ~~have~~ marketed our European recreational vehicles through numerous RV fairs at the country and regional levels which ~~occur~~occurred throughout the calendar year. These fairs have historically been well-attended events that ~~allow~~allowed retail consumers the ability to see the newest products, features and designs and to talk with product experts in addition to being able to purchase or order an RV. ~~The~~Since the start of the pandemic, the protection of the health of our employees, customers and dealer-partners ishas been our top priority. As a result, we ~~have~~ cancelled our participation in ~~all~~most European trade fairs and major events ~~through our July 31,~~in calendar 2021 ~~fiscal year end.~~

and currently plan on limited participation in calendar 2022. In place of the trade fairs, we have and will continue to strengthen and expand our digital activities in order to reach high potential target groups, generate leads and steer customers directly to dealerships. With over 1,000 active dealer-partners in Germany and throughout Europe, we believe our European brands have one of the strongest and most professionally structured dealer and service ~~networks.~~networks in Europe.

Economic or industry-wide factors affecting our European RV ~~business~~operating results include the availability and costs of commodities and component parts and the labor used in the manufacture of our products. Material and labor costs are the primary factors determining our cost of products sold and any future increases in these costs ~~would~~will impact our profit margins negatively if we ~~were~~are unable to offset those cost increases through a combination of product decontenting, material sourcing strategies, efficiency improvements or raising the selling prices for our products by corresponding amounts.

~~In Europe, we~~We continue to ~~experience~~be alerted by a number of our European chassis suppliers that supply constraints of key components that they require for the manufacturing of chassis, including, but not limited to, semiconductor chips, will continue to limit their production of RV chassis. Exacerbating this situation is the fact that certain ~~component parts from our non-chassis raw material vendors. Additionally, primarily due to pandemic-related challenges,~~of the chassis we have ~~also experienced~~historically utilized in the production of certain of our higher volume products require a higher number of semiconductors compared to other chassis. For the six months ended January 31, 2022, we continued to experience delays in the receipt of, and a reduction in the volume of, chassis from our European chassis ~~suppliers. In the short term, we~~suppliers, limiting our ability to further increase production. We expect these ongoing challenges to persist and, in particular, anticipate continued delays in receipt of chassis in ~~Europe.~~ Europe as well as a reduction in the number of chassis to be received in fiscal 2022 and continuing into fiscal 2023 compared to our planned production rates. As a result, these limitations in the availability of chassis will inhibit our ability to consistently maintain our planned production levels and will limit our ability to ramp up production of certain products despite dealer demand for those products.

In Europe, we also continue to experience cost increases, supply shortages and delivery delays of other, non-chassis, raw material components which negatively impacted our ability to further ramp up production and sales in the current fiscal year and has caused an increase in our work in process inventory as of January 31, 2022. We believe these shortages and delays will continue to result in production delays or adjusted production rates in the near term, which will limit our ability to ramp up production to meet existing demand and could have a negative impact on our operating results.

Where possible, to minimize the impact of these supply chain constraints, we have identified a second-source supplier base for ~~most~~certain component ~~parts. However, due to~~parts, however, the overall scope of supply chain constraints within Europe and the engineering requirements ~~it is generally not possible to quickly change~~required with an alternate component part, particularly the chassis our various units are built ~~upon. As a result, limitations in~~upon, has limited the ~~availability~~impact of these alternative suppliers on reducing our near-term supply constraints.

If shortages of chassis ~~will limit~~or other component parts were to become more significant or longer term in nature, or if other factors were to impact our suppliers’ ability to ~~ramp up~~supply our needs for key components, our costs of such components and our production ~~of certain products despite dealer demand for those products. If~~output would be adversely affected. In addition, if the adverse impact of COVID-19 on our vendors increases or is prolonged, the limited availability of key components, including chassis, will have a further negative impact on our production output during fiscal ~~2021.~~2022. Uncertainties related to changing emission standards, such as the Euro 6d standard which became effective as of January 2020 for new models and became effective for certain vehicles starting January 2021 and certain other vehicles starting January 2022, may also impact the availability of chassis used in our production of certain European motorized RVs and could also impact consumer buying patterns.

In addition to material supply constraints, labor shortages may also impact our European ~~operations, especially in light of the ongoing COVID-19 pandemic.~~operations. Currently, a number of the employees of our production facilities in Europe reside in one country while working in another, and therefore travel restrictions imposed by certain countries within Europe may negatively impact the availability of our labor force and therefore our production output.

3034

Three Months Ended January 31, ~~2021~~2022 Compared to the Three Months Ended January 31, ~~2020~~2021


NET SALES:	NET SALES:	Three Months Ended January 31, 2021		Three Months Ended January 31, 2020		Change Amount		% Change	NET SALES:	Three Months Ended January 31, 2022		Three Months Ended January 31, 2021		Change Amount		% Change
Recreational vehicles	Recreational vehicles								Recreational vehicles
North American Towables	North American Towables	$	1,373,181	$	983,907	$	389,274	39.6	North American Towables	$	1,985,088	$	1,373,181	$	611,907	44.6
North American Motorized	North American Motorized	576,995		343,680		233,315		67.9	North American Motorized	976,806		576,995		399,811		69.3
Total North America	Total North America	1,950,176		1,327,587		622,589		46.9	Total North America	2,961,894		1,950,176		1,011,718		51.9
European	European	733,463		637,115		96,348		15.1	European	723,730		733,463		(9,733)		(1.3)
Total recreational vehicles	Total recreational vehicles	2,683,639		1,964,702		718,937		36.6	Total recreational vehicles	3,685,624		2,683,639		1,001,985		37.3
Other	Other	74,714		57,745		16,969		29.4	Other	294,146		74,714		219,432		293.7
Intercompany eliminations	Intercompany eliminations	(30,565)		(19,314)		(11,251)		(58.3)	Intercompany eliminations	(104,752)		(30,565)		(74,187)		(242.7)
Total	Total	$	2,727,788	$	2,003,133	$	724,655	36.2	Total	$	3,875,018	$	2,727,788	$	1,147,230	42.1


# OF UNITS:
Recreational vehicles
North American Towables	56,244	48,403	7,841	16.2
North American Motorized	7,379	5,587	1,792	32.1
Total North America	63,623	53,990	9,633	17.8
European	14,861	14,581	280	1.9
Total	78,484	68,571	9,913	14.5


# OF UNITS:
GROSS PROFIT:						GROSS PROFIT:			% of Segment Net Sales			% of Segment Net Sales	Change Amount		% Change
Recreational vehicles	Recreational vehicles					Recreational vehicles
North American Towables	North American Towables	48,403	35,566	12,837	36.1	North American Towables	$	376,716	19.0	$	227,656	16.6	$	149,060	65.5
North American Motorized	North American Motorized	5,587	3,803	1,784	46.9	North American Motorized	156,281		16.0	75,118		13.0	81,163		108.0
Total North America	Total North America	53,990	39,369	14,621	37.1	Total North America	532,997		18.0	302,774		15.5	230,223		76.0
European	European	14,581	14,296	285	2.0	European	90,129		12.5	94,637		12.9	(4,508)		(4.8)
Total recreational vehicles						Total recreational vehicles	623,126		16.9	397,411		14.8	225,715		56.8
Other, net						Other, net	52,148		17.7	17,466		23.4	34,682		198.6
Total	Total	68,571	53,665	14,906	27.8	Total	$	675,274	17.4	$	414,877	15.2	$	260,397	62.8

GROSS PROFIT: % of
Segment
Net Sales % of
Segment
Net Sales Change
Amount %
Change
Recreational vehicles
North American Towables $ 227,656 16.6 $ 130,522 13.3 $ 97,134 74.4
North American Motorized 75,118 13.0 34,229 10.0 40,889 119.5
Total North America 302,774 15.5 164,751 12.4 138,023 83.8
European 94,637 12.9 79,462 12.5 15,175 19.1
Total recreational vehicles 397,411 14.8 244,213 12.4 153,198 62.7
Other, net 17,466 23.4 12,193 21.1 5,273 43.2
Total $ 414,877 15.2 $ 256,406 12.8 $ 158,471 61.8

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational vehicles
North American Towables $ 73,196 5.3 $ 57,843 5.9 $ 15,353 26.5
North American Motorized 29,641 5.1 17,972 5.2 11,669 64.9
Total North America 102,837 5.3 75,815 5.7 27,022 35.6
European 66,309 9.0 62,843 9.9 3,466 5.5
Total recreational vehicles 169,146 6.3 138,658 7.1 30,488 22.0
Other 6,249 8.4 2,402 4.2 3,847 160.2
Corporate 30,794 — 21,297 — 9,497 44.6
Total $ 206,189 7.6 $ 162,357 8.1 $ 43,832 27.0


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational vehicles
North American Towables	$	93,053	4.7	$	73,196	5.3	$	19,857	27.1
North American Motorized	49,654		5.1	29,641		5.1	20,013		67.5
Total North America	142,707		4.8	102,837		5.3	39,870		38.8
European	63,064		8.7	66,309		9.0	(3,245)		(4.9)
Total recreational vehicles	205,771		5.6	169,146		6.3	36,625		21.7
Other	18,318		6.2	6,249		8.4	12,069		193.1
Corporate	43,361		—	30,794		—	12,567		40.8
Total	$	267,450	6.9	$	206,189	7.6	$	61,261	29.7

3135


INCOME (LOSS) BEFORE INCOME TAXES:	INCOME (LOSS) BEFORE INCOME TAXES:	Three Months Ended January 31, 2021		% of Segment Net Sales	Three Months Ended January 31, 2020		% of Segment Net Sales	Change Amount		% Change	INCOME (LOSS) BEFORE INCOME TAXES:	Three Months Ended January 31, 2022		% of Segment Net Sales	Three Months Ended January 31, 2021		% of Segment Net Sales	Change Amount		% Change
Recreational vehicles	Recreational vehicles										Recreational vehicles
North American Towables	North American Towables	$	147,880	10.8	$	53,426	5.4	$	94,454	176.8	North American Towables	$	275,895	13.9	$	147,880	10.8	$	128,015	86.6
North American Motorized	North American Motorized	43,421		7.5	14,916		4.3	28,505		191.1	North American Motorized	104,037		10.7	43,421		7.5	60,616		139.6
Total North America	Total North America	191,301		9.8	68,342		5.1	122,959		179.9	Total North America	379,932		12.8	191,301		9.8	188,631		98.6
European	European	10,216		1.4	4,690		0.7	5,526		117.8	European	9,665		1.3	10,216		1.4	(551)		(5.4)
Total recreational vehicles	Total recreational vehicles	201,517		7.5	73,032		3.7	128,485		175.9	Total recreational vehicles	389,597		10.6	201,517		7.5	188,080		93.3
Other, net	Other, net	9,644		12.9	8,609		14.9	1,035		12.0	Other, net	23,092		7.9	9,644		12.9	13,448		139.4
Corporate	Corporate	(47,202)		—	(46,778)		—	(424)		(0.9)	Corporate	(66,436)		—	(47,202)		—	(19,234)		(40.7)
Total	Total	$	163,959	6.0	$	34,863	1.7	$	129,096	370.3	Total	$	346,253	8.9	$	163,959	6.0	$	182,294	111.2


ORDER BACKLOG:	ORDER BACKLOG:	As of January 31, 2021		As of January 31, 2020		Change Amount		% Change	ORDER BACKLOG:	As of January 31, 2022		As of January 31, 2021		Change Amount		% Change
Recreational vehicles	Recreational vehicles								Recreational vehicles
North American Towables	North American Towables	$	5,253,564	$	948,055	$	4,305,509	454.1	North American Towables	$	10,442,906	$	5,253,564	$	5,189,342	98.8
North American Motorized	North American Motorized	2,916,433		784,355		2,132,078		271.8	North American Motorized	4,232,479		2,916,433		1,316,046		45.1
Total North America	Total North America	8,169,997		1,732,410		6,437,587		371.6	Total North America	14,675,385		8,169,997		6,505,388		79.6
European	European	2,644,181		1,141,981		1,502,200		131.5	European	3,051,485		2,644,181		407,304		15.4
Total	Total	$	10,814,178	$	2,874,391	$	7,939,787	276.2	Total	$	17,726,870	$	10,814,178	$	6,912,692	63.9

CONSOLIDATED

Consolidated net sales for the three months ended January 31, ~~2021~~2022 increased ~~$724,655,~~$1,147,230, or ~~36.2%~~42.1%, compared to the three months ended January 31, ~~2020.~~2021. The ~~recent acquisition~~increase in consolidated net sales is primarily due to the continuing increase in product demand and acquisitions since the prior-year period. The addition of the Tiffin Group, ~~which was~~ acquired on December 18, 2020, accounted for ~~$82,432~~$132,272 of the ~~$724,655~~$1,147,230 increase in net sales, ~~and 4.1%~~or 4.8% of the ~~36.2%~~42.1% increase, as the current period includes a full three months of Tiffin Group operations as compared to six weeks in the prior-year period. The addition of Airxcel, acquired on September 1, 2021, accounted for $128,761 of the $1,147,230 increase in net sales, or 4.7% of the 42.1% increase. Approximately ~~26.9%~~19.0% of the ~~Company's~~Company’s net sales for the quarter ended January 31, ~~2021~~2022 were transacted in a currency other than the U.S. dollar. The ~~Company's~~Company’s most material exchange rate exposure is sales in Euros. ~~Of the $724,655,~~The $1,147,230, or ~~36.2%~~42.1%, increase in consolidated net sales ~~$57,977, or 2.9%~~includes a decrease of ~~the 36.2% increase, reflects the impact of~~$43,969 resulting from the change in currency exchange rates between the two periods. To determine this ~~information,~~impact, net sales transacted in currencies other than U.S. dollars have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative period.

Consolidated gross profit for the three months ended January 31, ~~2021~~2022 increased ~~$158,471,~~$260,397, or ~~61.8%~~62.8%, compared to the three months ended January 31, ~~2020.~~2021. Consolidated gross profit was ~~15.2%~~17.4% of consolidated net sales for the three months ended January 31, ~~2021~~2022 and ~~12.8%~~15.2% for the three months ended January 31, ~~2020.~~2021. The increases in consolidated gross profit and the consolidated gross profit percentage were both primarily due to the impact of the increase in net sales in the current-year period compared to the prior-year period and gross margin cost percentage improvements noted ~~below, partially offset by~~in the ~~negative impact of $4,272 related to the step-up in assigned value of recently acquired Tiffin Group inventory included in cost of products sold during the current-year period.~~segment discussions below.

Selling, general and administrative expenses for the three months ended January 31, ~~2021~~2022 increased ~~$43,832,~~$61,261, or ~~27.0%~~29.7%, compared to the three months ended January 31, ~~2020.~~2021, primarily due to the increase in net sales.

Amortization of intangible assets expense for the three months ended January 31, ~~2021~~2022 increased ~~$4,930~~$14,146 to $43,349 compared to $29,203 for the three months ended January 31, ~~2020,~~2021, primarily due to ~~higher dealer network amortization in the European segment as compared to the prior-year period and~~ additional amortization of ~~$1,416 as a result~~$1,073 and $12,917 from the acquisitions of the Tiffin Group and Airxcel, respectively, as discussed in Note 2 to the Condensed Consolidated Financial Statements.

The impairment charges for the three months ended January 31, 2020 of $10,057 related to the North American Towables reportable segment as discussed in Note 8 to the Condensed Consolidated Financial Statements.

Income before income taxes for the three months ended January 31, ~~2021~~2022 was ~~$163,959,~~$346,253, as compared to ~~$34,863~~$163,959 for the three months ended January 31, ~~2020,~~2021, an increase of ~~$129,096~~$182,294 or ~~370.3%~~111.2%, primarily driven by the increase in net sales and the increase in the consolidated gross profit percentage noted above.

The overall effective income tax rate for the three months ended January 31, 2022 was 23.3% compared with 20.0% for the three months ended January 31, 2021. The primary reason for the increase in the overall effective income tax rate was the jurisdictional mix of pre-tax income between the comparable periods and with respect to the three months ended January 31, 2021, certain favorable foreign return-to-provision adjustments that had a greater impact on the effective rate in relation to pre-tax income.

Additional information concerning the changes in net sales, gross profit, selling, general and administrative expenses and income before income taxes are addressed below and in the segment reporting that follows.

Corporate costs included in selling, general and administrative expenses increased ~~$9,497~~$12,567 to $43,361 for the three months ended January 31, 2022 compared to $30,794 for the three months ended January 31, 2021, ~~compared~~an increase of 40.8%. This increase primarily relates to ~~$21,297 for~~expenses accrued by the Company during the three months ended January 31, ~~2020, an increase of 44.6%. This increase is primarily~~2022 related to ~~increased compensation costs, including an increase~~the ongoing investigation of the Company’s advertising practices in Germany as discussed in Note 14 to the Condensed Consolidated Financial Statements, partially offset by a decrease in deferred compensation ~~expense~~ of ~~$4,313, which~~$11,094. The decrease in deferred compensation was effectively offset by the increase in other ~~income~~expense related to the deferred compensation plan assets as noted below. ~~In addition, incentive compensation increased $3,403 due to the increase in income before income taxes compared to the prior-year period, and stock-based compensation also increased $2,228.~~

Corporate interest, costs of products sold and other income and expense was $23,075 of net expense for the three months ended January 31, 2022 compared to $16,408 of net expense for the three months ended January 31, ~~2021 compared to $25,481 of net expense for the three months ended January 31, 2020.~~2021. This ~~decrease~~increase in net expense of ~~$9,073~~$6,667 included the change in the fair value of the Company’s deferred compensation plan assets primarily due to market fluctuations, ~~and investment income,~~ which resulted in ~~a net~~an increase in other ~~income~~expense, net of ~~$4,205~~$11,108 compared to the prior-year period. ~~In addition, interest~~This increase in expense ~~and fees on the debt facilities~~was partially offset by a non-cash foreign currency gain of $6,036 related to the EHG acquisition decreased $2,864 due to the reduction in the outstanding debt balances and reduced interest rates compared to the prior-year period. The prior year total also included losses of $2,652 related to the Company's former equity investment as discussed in Note 2 to the Condensed Consolidated Financial Statements.

The overall effective income tax rate for the three months ended January 31, 2021 was 20.0% compared with 22.5% for the three months ended January 31, 2020. The primary reason for the decrease in the overall effective income tax rate between the comparable periods were certain ~~favorable foreign return-to-provision adjustments recorded~~Euro-denominated loans in the three months ended January 31, ~~2021.~~2022 as compared to a nominal loss in the prior-year period.

3337

Segment Reporting

NORTH AMERICAN TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended January 31, ~~2021~~2022 compared to the three months ended January 31, ~~2020:~~2021:

Three Months Ended
January 31, 2021 % of
Segment
Net Sales Three Months Ended
January 31, 2020 % of
Segment
Net Sales Change Amount
%
Change
NET SALES:
North American Towables
Travel Trailers $ 831,359 60.5 $ 583,121 59.3 $ 248,238 42.6
Fifth Wheels 541,822 39.5 400,786 40.7 141,036 35.2
Total North American Towables $ 1,373,181 100.0 $ 983,907 100.0 $ 389,274 39.6
Three Months Ended
January 31, 2021 % of
Segment
Shipments Three Months Ended
January 31, 2020 % of
Segment
Shipments Change Amount
%
Change
# OF UNITS:
North American Towables
Travel Trailers 37,346 77.2 27,126 76.3 10,220 37.7
Fifth Wheels 11,057 22.8 8,440 23.7 2,617 31.0
Total North American Towables 48,403 100.0 35,566 100.0 12,837 36.1
IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:
%
Change
North American Towables
Travel Trailers 4.9
Fifth Wheels 4.2
Total North American Towables 3.5


	Three Months Ended January 31, 2022		% of Segment Net Sales	Three Months Ended January 31, 2021		% of Segment Net Sales	Change Amount		% Change
NET SALES:
North American Towables
Travel Trailers	$	1,250,579	63.0	$	831,359	60.5	$	419,220	50.4
Fifth Wheels	734,509		37.0	541,822		39.5	192,687		35.6
Total North American Towables	$	1,985,088	100.0	$	1,373,181	100.0	$	611,907	44.6

	Three Months Ended January 31, 2022		% of Segment Shipments	Three Months Ended January 31, 2021		% of Segment Shipments	Change Amount		% Change
# OF UNITS:
North American Towables
Travel Trailers	45,337		80.6	37,346		77.2	7,991		21.4
Fifth Wheels	10,907		19.4	11,057		22.8	(150)		(1.4)
Total North American Towables	56,244		100.0	48,403		100.0	7,841		16.2

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									% Change
North American Towables
Travel Trailers									29.0
Fifth Wheels									37.0
Total North American Towables									28.4

The increase in total North American towables net sales of ~~39.6%~~44.6% compared to the prior-year quarter resulted from a ~~36.1%~~16.2% increase in unit shipments and a ~~3.5%~~28.4% increase in the overall net price per unit due to the impact of changes in product mix and price. ~~Of the $389,274~~The increase in ~~total~~North American towables net sales ~~$7,812 was~~is due to the ~~acquisition~~continuing increase in dealer and consumer demand. The addition of the Tiffin Group, acquired on December 18, ~~2020.~~2020, accounted for $14,835 of the $611,907 increase and for 1.1% of the 44.6% increase, as the current period includes a full three months of Tiffin Group operations as compared to six weeks in the prior-year period. According to statistics published by RVIA, for the three months ended January 31, ~~2021,~~2022, combined North American travel trailer and fifth wheel wholesale unit shipments increased ~~45.4%~~11.1% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the three months ended December 31, ~~2020~~2021 and ~~2019,~~2020, our North American market share for travel trailers and fifth wheels combined was ~~39.8%~~40.5% and ~~41.9%~~39.4%, respectively. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The increase in the overall net price per unit within the travel trailer product line of ~~4.9%~~29.0% and in the overall net price per unit within the fifth wheel product ~~lines~~line of ~~4.2% was~~37.0% were primarily due to the combination of reduced sales discounts, product mix changes and selective net selling price increases, ~~reduced sales discounts~~primarily to offset known and ~~product mix changes~~anticipated material cost increases, compared to the prior-year quarter.

3438

North American towables cost of products sold increased ~~$292,140~~$462,847 to $1,608,372, or 81.0% of North American towables net sales, for the three months ended January 31, 2022 compared to $1,145,525, or 83.4% of North American towables net sales, for the three months ended January 31, ~~2021 compared to $853,385, or 86.7% of North American towables net sales, for the three months ended January 31, 2020.~~2021. The changes in material, labor, freight-out and warranty costs comprised ~~$277,962~~$444,342 of the ~~$292,140~~$462,847 increase in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American towables net sales decreased to 75.6% for the three months ended January 31, 2022 compared to 76.9% for the three months ended January 31, 2021, ~~compared to 79.1% for the three months ended January 31, 2020,~~ primarily as a result of ~~improvements~~a decrease in the ~~material and warranty~~labor cost ~~percentages,~~percentage, mainly due to increased volumes combined with a more efficient workforce compared to the prior-year period. The freight-out cost percentage also decreased due to a higher percentage of units being picked up by dealers in the current-year period as opposed to being delivered. These reductions were partially offset by an increase in the ~~labor cost percentage. The improvement in the~~ material cost percentage ~~is primarily due~~compared to ~~a reduction in~~the prior-year period, as the continued benefit from reduced sales discounts since the prior-year period, which effectively increases net selling prices and correspondingly decreases the material cost ~~percentage. The warranty~~percentage, was more than offset by continued material cost ~~percentage is lower due to favorable experience trends, while the labor cost percentage increase is due to the current competitive RV labor market conditions in Northern Indiana compared to~~increases since the prior-year period. Total manufacturing overhead increased ~~$14,178~~$18,505 with the increase in sales, but decreased as a percentage of North American towables net sales from ~~7.6%~~6.5% to ~~6.5%~~5.4% as the significantly increased net sales levels resulted in lower overhead costs per unit sold.

North American towables gross profit increased ~~$97,134~~$149,060 to $376,716, or 19.0% of North American towables net sales, for the three months ended January 31, 2022 compared to $227,656, or 16.6% of North American towables net sales, for the three months ended January 31, ~~2021 compared to $130,522, or 13.3% of North American towables net sales, for the three months ended January 31, 2020.~~2021. The increase in gross profit was driven by the increase in net sales and the increase in the gross profit percentage is due to the decrease in the cost of products sold percentage noted above.

North American towables selling, general and administrative expenses were $93,053, or 4.7% of North American towables net sales, for the three months ended January 31, 2022 compared to $73,196, or 5.3% of North American towables net sales, for the three months ended January 31, ~~2021 compared to $57,843, or 5.9% of North American towables net sales, for the three months ended January 31, 2020.~~2021. This ~~$15,353~~$19,857 increase is primarily due to the impact of the increase in North American towables net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by ~~$19,785.~~$24,172. This increase was partially offset by ~~the~~a decrease in ~~sales-related travel, advertising and promotional~~product-related costs, ~~of $2,649,~~ primarily due to the ~~cancellation~~reduction of ~~the major~~previously recorded reserves related to a product recall on certain purchased parts utilized in certain of our North American ~~RV shows, along with travel restrictions,~~towable products, as discussed in ~~the current-year period due~~Note 14 to the ~~ongoing COVID-19 pandemic. Legal, professional and related settlement costs also decreased $1,614.~~Condensed Consolidated Financial Statements. The decrease in the overall selling, general and administrative expense as a percentage of North American towable net sales is primarily due to the ~~impact of the reduction in sales-related travel, advertising and promotional costs in tandem with the~~ increase in net sales.

North American towables income before income taxes was $275,895, or 13.9% of North American towables net sales, for the three months ended January 31, 2022 compared to $147,880, or 10.8% of North American towables net sales, for the three months ended January 31, ~~2021 compared to $53,426 or 5.4% of North American towables net sales, for the three months ended January 31, 2020.~~2021. The primary reason for the increase in North American towables income before income taxes was the increase in North American towables net sales, and the primary reasons for the increase in percentage were the decreases in both the cost of products sold and selling, general and administrative expense percentages noted ~~above, and a 1.0% increase due to the impairment charges in the prior-year period as discussed in Note 8 to the Condensed Consolidated Financial Statements.~~above.

3539

NORTH AMERICAN MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended January 31, ~~2021~~2022 compared to the three months ended January 31, ~~2020:~~2021:

Three Months Ended
January 31, 2021 % of
Segment
Net Sales Three Months Ended
January 31, 2020 % of
Segment
Net Sales Change
Amount
%
Change
NET SALES:
North American Motorized
Class A $ 222,128 38.5 $ 125,474 36.5 $ 96,654 77.0
Class C 294,300 51.0 186,761 54.3 107,539 57.6
Class B 60,567 10.5 31,445 9.2 29,122 92.6
Total North American Motorized $ 576,995 100.0 $ 343,680 100.0 $ 233,315 67.9
Three Months Ended
January 31, 2021 % of
Segment
Shipments Three Months Ended
January 31, 2020 % of
Segment
Shipments Change
Amount
%
Change
# OF UNITS:
North American Motorized
Class A 1,500 26.8 1,066 28.0 434 40.7
Class C 3,481 62.3 2,483 65.3 998 40.2
Class B 606 10.9 254 6.7 352 138.6
Total North American Motorized 5,587 100.0 3,803 100.0 1,784 46.9
IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:
%
Change
North American Motorized
Class A 36.3
Class C 17.4
Class B (46.0)
Total North American Motorized 21.0


	Three Months Ended January 31, 2022		% of Segment Net Sales	Three Months Ended January 31, 2021		% of Segment Net Sales	Change Amount		% Change
NET SALES:
North American Motorized
Class A	$	429,894	44.0	$	222,128	38.5	$	207,766	93.5
Class C	361,565		37.0	294,300		51.0	67,265		22.9
Class B	185,347		19.0	60,567		10.5	124,780		206.0
Total North American Motorized	$	976,806	100.0	$	576,995	100.0	$	399,811	69.3

	Three Months Ended January 31, 2022		% of Segment Shipments	Three Months Ended January 31, 2021		% of Segment Shipments	Change Amount		% Change
# OF UNITS:
North American Motorized
Class A	2,062		27.9	1,500		26.8	562		37.5
Class C	3,492		47.3	3,481		62.3	11		0.3
Class B	1,825		24.8	606		10.9	1,219		201.2
Total North American Motorized	7,379		100.0	5,587		100.0	1,792		32.1

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									% Change
North American Motorized
Class A									56.0
Class C									22.6
Class B									4.8
Total North American Motorized									37.2

The increase in total North American motorized net sales of ~~67.9%~~69.3% compared to the prior-year quarter resulted from a ~~46.9%~~32.1% increase in unit shipments and a ~~21.0%~~37.2% increase in the overall net price per unit due to the impact of changes in product mix and price. The ~~recently acquired~~increase in North American motorized net sales is primarily due to the continuing increase in dealer and consumer demand. The addition of the Tiffin Group, acquired on December 18, 2020, also accounted for ~~$74,620~~$117,437 of the ~~$233,315~~$399,811 increase, ~~and for 21.7%~~or 20.4% of the ~~67.9% increase.~~69.3% increase, as the current period included a full three months of Tiffin Group operations as compared to six weeks in the prior-year period. According to statistics published by RVIA, for the three months ended January 31, ~~2021,~~2022, combined North American motorhome wholesale unit shipments increased ~~27.0%~~7.9% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the three months ended December 31, ~~2020~~2021 and ~~2019,~~2020, our North American market share for motorhomes was ~~39.1%~~48.3% and ~~35.3%~~41.1%, ~~respectively.~~respectively, including 3.7% attributable to the Tiffin Group for the three months ended December 31, 2021. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The ~~increases~~increase in the overall net price per unit within the Class A product line of ~~36.3% and the Class C product line of 17.4% were primarily~~56.0% was predominately due to the ~~net~~ impact of ~~the addition~~a higher concentration of the higher-priced Tiffin Group product lines along with selective net selling price increases since the prior-year period to offset known and anticipated material and other input cost increases. The Tiffin Group Class A product lines are primarily higher-priced diesel units as opposed to the more moderately-priced gas units, which represented the majority of the Class A units sold in the prior-year period. The increase in the overall net price per unit within the Class C product line of 22.6% was primarily due to product mix change and selective net selling price ~~increases.~~increases since the prior-year period to offset rising material and other input costs. The ~~decrease~~increase in the overall net price per unit within the Class B product line of ~~46.0%~~4.8% is primarily due to product mix changes, ~~as a result~~primarily due to the recently introduced, higher-priced Tiffin Group Class B offering more than offsetting the recent trend of a ~~much~~ higher concentration of sales of lower-priced Class B ~~models as compared to~~products in the ~~prior-year quarter.~~current-year period.

North American motorized cost of products sold increased ~~$192,426~~$318,648 to $820,525, or 84.0% of North American motorized net sales, for the three months ended January 31, 2022 compared to $501,877, or 87.0% of North American motorized net sales, for the three months ended January 31, ~~2021 compared to $309,451, or 90.0% of North American motorized net sales, for the three months ended January 31, 2020.~~2021. The changes in material, labor, freight-out and warranty costs comprised ~~$181,954~~$298,537 of the ~~$192,426~~$318,648 increase primarily due to the increased net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of North American motorized net sales decreased to 78.9% for the three months ended January 31, 2022 compared to 81.8% for the three months ended January 31, 2021, ~~compared to 84.3% for the three months ended January 31, 2020,~~ with the decrease primarily due to ~~decreases~~a decrease in ~~both~~ the material cost percentage, partially offset by modest increases in the labor and warranty cost ~~percentages, partially offset by an increase in the labor cost percentage.~~percentages. The improvement in the material cost percentage is primarily due to a reduction in sales discounts since the prior-year period, which effectively increases net selling prices and correspondingly decreases the material cost percentage, selective net selling price increases to cover known and anticipated material and other input cost increases, and product mix changes, which were partially offset by the negative impact of $3,852 related to the step-up in assigned value of recently acquired Tiffin Motorhomes inventory that was included in cost of products sold during the current-year period. The warranty cost percentage is lowerprimarily due to ~~favorable experience trends, while the labor cost percentage increase is due to the current competitive RV labor market conditions in northern Indiana compared to~~a higher concentration of Tiffin Group products since the prior-year period. Total manufacturing overhead increased ~~$10,472~~$20,111, primarily due to the net sales increase, but decreased slightly as a percentage of North American motorized net sales from ~~5.7%~~5.2% to ~~5.2% as the increased net sales resulted in lower overhead costs per unit sold.~~5.1%.

North American motorized gross profit increased ~~$40,889~~$81,163 to $156,281, or 16.0% of North American motorized net sales, for the three months ended January 31, 2022 compared to $75,118, or 13.0% of North American motorized net sales, for the three months ended January 31, ~~2021 compared to $34,229, or 10.0% of North American motorized net sales, for the three months ended January 31, 2020.~~2021. The increase in gross profit was driven by the increase in net sales, and the increase in the gross profit percentage is due to the decrease in the cost of products sold percentage noted above.

North American motorized selling, general and administrative expenses were $49,654, or 5.1% of North American motorized net sales, for the three months ended January 31, 2022 compared to $29,641, or 5.1% of North American motorized net sales, for the three months ended January 31, ~~2021 compared to $17,972, or 5.2% of North American motorized net sales, for the three months ended January 31, 2020.~~2021. The primary reason for the ~~$11,669~~$20,013 increase was the increase in North American motorized net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by $9,934. Legal, professional and related settlement costs also increased $840. These increases were partially offset by a decrease in sales-related travel, advertising and promotional costs of $560, primarily due to the cancellation of the major North American RV shows, along with travel restrictions, in the current-year period due to the ongoing COVID-19 pandemic. The slight decrease in overall selling, general and administrative expense as a percentage of North American motorized net sales was primarily due to the increased net sales volumes.$19,062.

North American motorized income before income taxes was ~~$43,421,~~$104,037, or ~~7.5%~~10.7% of North American motorized net sales, for the three months ended January 31, ~~2021~~2022 compared to ~~$14,916,~~$43,421, or ~~4.3%~~7.5% of motorized net sales, for the three months ended January 31, ~~2020.~~2021. The primary reason for the increase in North American motorized income before income taxes was the increase in North American motorized net ~~sales. The~~sales, and the primary reason for ~~this~~the increase in percentage was the decrease in the cost of products sold percentage noted above.

3741

EUROPEAN RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended January 31, ~~2021~~2022 compared to the three months ended January 31, ~~2020:~~2021:

Three Months Ended
January 31, 2021 % of
Segment
Net Sales Three Months Ended
January 31, 2020 % of
Segment
Net Sales Change
Amount
%
Change
NET SALES:
European
Motorcaravan $ 419,137 57.1 $ 382,422 60.0 $ 36,715 9.6
Campervan 149,112 20.3 97,923 15.4 51,189 52.3
Caravan 71,654 9.8 69,909 11.0 1,745 2.5
Other 93,560 12.8 86,861 13.6 6,699 7.7
Total European $ 733,463 100.0 $ 637,115 100.0 $ 96,348 15.1
Three Months Ended
January 31, 2021 % of
Segment
Shipments Three Months Ended
January 31, 2020 % of
Segment
Shipments Change
Amount
%
Change
# OF UNITS:
European
Motorcaravan 7,026 48.2 7,372 51.6 (346) (4.7)
Campervan 4,121 28.3 3,304 23.1 817 24.7
Caravan 3,434 23.5 3,620 25.3 (186) (5.1)
Total European 14,581 100.0 14,296 100.0 285 2.0
IMPACT OF CHANGE IN PRODUCT MIX, FOREIGN CURRENCY CHANGES AND PRICE ON NET SALES:
%
Change
European
Motorcaravan 14.3
Campervan 27.6
Caravan 7.6
Total European 13.1


	Three Months Ended January 31, 2022		% of Segment Net Sales	Three Months Ended January 31, 2021		% of Segment Net Sales	Change Amount		% Change
NET SALES:
European
Motorcaravan	$	350,861	48.5	$	419,137	57.1	$	(68,276)	(16.3)
Campervan	192,838		26.6	149,112		20.3	43,726		29.3
Caravan	91,153		12.6	71,654		9.8	19,499		27.2
Other	88,878		12.3	93,560		12.8	(4,682)		(5.0)
Total European	$	723,730	100.0	$	733,463	100.0	$	(9,733)	(1.3)

	Three Months Ended January 31, 2022		% of Segment Shipments	Three Months Ended January 31, 2021		% of Segment Shipments	Change Amount		% Change
# OF UNITS:
European
Motorcaravan	5,982		40.3	7,026		48.2	(1,044)		(14.9)
Campervan	4,774		32.1	4,121		28.3	653		15.8
Caravan	4,105		27.6	3,434		23.5	671		19.5
Total European	14,861		100.0	14,581		100.0	280		1.9


IMPACT OF CHANGES IN FOREIGN CURRENCY, PRODUCT MIX AND PRICE ON NET SALES:

	Foreign Currency %	Mix and Price %	% Change

European
Motorcaravan	(6.0)	4.6	(1.4)
Campervan	(6.0)	19.5	13.5
Caravan	(6.0)	13.7	7.7
Total European	(6.0)	2.8	(3.2)

The ~~increase~~decrease in total European recreational vehicle net sales of ~~15.1%~~1.3% compared to the prior-year quarter resulted from an ~~2.0%~~1.9% increase in unit shipments and a ~~13.1% increase~~3.2% decrease in the overall net price per unit due to the total impact of changes in foreign currency, product mix and price. ~~This increase includes the current heightened European market demand for the Campervan product line, partially offset by~~The overall decrease in net sales of $9,733, or 1.3%, is mainly due to the impact of ~~current chassis supply constraints on~~ the Motorcaravan product line and COVID-19 related impact on production and delivery of Caravan units in the United Kingdom. The sales increase of $96,348 includes an increase of $57,977, or 9.1% of the 15.1% increase, due to the increasechange in foreign exchange rates since the ~~prior-year~~prior year period resulting in a decrease of $43,969, or 6.0% of the 1.3% overall decrease, as sales on a constant-currency basis increased 4.7%. The increase in sales on a constant-currency basis was moderated by the negative impacts of the lack of chassis availability, COVID-related shutdowns and other production disruptions due to component part shortages during the current-year period.

The overall net price per unit ~~increase~~decrease of ~~13.1%~~3.2% includes the impact of foreign currency exchange rate changes, which accounts for ~~9.1%~~a 6.0% decrease included in the overall 3.2% decrease, partially offset by an increase of ~~the 13.1% increase~~2.8% due to mix and price on a constant-currency basis.

The increase in the overall net price per unit within the Motorcaravan product line of ~~14.3%~~4.6% was ~~primarily~~ due to the ~~9.1% increase in foreign exchange rates from the prior-year period,~~impact of product mix changes and selective net selling price ~~increases since the prior year.~~increases. The increase in the overall net price per unit within the Campervan product line of ~~27.6%~~19.5% was primarily due to the net impact of product mix changes, including more sales of units with higher chassis content ~~than~~compared to the ~~prior year,~~prior-year quarter, in addition to selective net selling price ~~increases and the 9.1% increase in exchange rates.~~increases. The increase in the overall net price per unit due to product mix and price within the Caravan product line of ~~7.6% is~~13.7% was primarily due to the ~~9.1% increase in foreign exchange rates from the prior-year period, partially offset by~~impact of product ~~mix.~~mix changes.

European recreational vehicle cost of products sold ~~increased $81,173~~decreased $5,225 to $633,601, or 87.5% of European recreational vehicle net sales, for the three months ended January 31, 2022 compared to $638,826, or 87.1% of European recreational vehicle net sales, for the three months ended January 31, ~~2021 compared to $557,653, or 87.5% of European recreational vehicle net sales, for the three months ended January 31, 2020.~~2021. The ~~changes~~decrease in material, labor, freight-out and warranty costs comprised ~~$72,112~~$10,974 of the ~~$81,173 increase~~$5,225 decrease primarily due to the ~~increased~~decreased net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of European recreational vehicle net sales decreased to 77.1% for the three months ended January 31, 2022 compared to 77.6% for the three months ended January 31, 2021, ~~compared to 78.0% for~~with the ~~three months ended January 31, 2020, with the~~overall decrease primarily due to ~~slight reductions~~a decrease in ~~both~~the material cost percentage, which was primarily due to product mix changes and selective net selling price increases since the prior-year period to cover known and anticipated material cost increases, partially offset by an increase in the labor ~~and warranty cost percentages.~~percentage. Total manufacturing overhead increased ~~$9,061~~$5,749 with the ~~volume~~ increase ~~but was consistent~~in net sales, and increased as a percentage of ~~motorized~~European recreational vehicle net sales atfrom 9.5% ~~for both periods.~~to 10.4% primarily due to increased indirect labor and manufacturing employee benefit costs.

European recreational vehicle gross profit ~~increased $15,175~~decreased $4,508 to $90,129, or 12.5% of European recreational vehicle net sales, for the three months ended January 31, 2022 compared to $94,637, or 12.9% of European recreational vehicle net sales, for the three months ended January 31, ~~2021 compared to $79,462, or 12.5% of European recreational vehicle net sales, for the three months ended January 31, 2020.~~2021. The ~~increase~~decrease in gross profit ~~was driven by the increase in net sales~~ and the ~~increase~~decrease in the gross profit percentage is due to the ~~decrease~~increase in the cost of products sold percentage noted above.

European recreational vehicle selling, general and administrative expenses were $63,064, or 8.7% of European recreational vehicle net sales, for the three months ended January 31, 2022 compared to $66,309, or 9.0% of European recreational vehicle net sales, for the three months ended January 31, ~~2021 compared~~2021. The $3,245 decrease is primarily due to ~~$62,843,~~the impact of compensation and benefit costs decreasing by $2,330.

European recreational vehicle income before income taxes was $9,665, or ~~9.9%~~1.3% of European recreational vehicle net sales, for the three months ended January 31, 2020. The $3,466 increase includes the impact of the increase in European recreational vehicle net sales and income before income taxes, which caused commissions, incentive and other compensation and benefits2022 compared to increase by $4,808. Professional fees also increased $4,627. These increases were partially offset by the decrease in sales-related travel, advertising and promotional costs of $5,457, primarily due to not participating in European trade shows, along with travel restrictions, in the current-year period due to the ongoing COVID-19 pandemic. The decrease in the overall selling, general and administrative expense as a ~~percentage of European recreational vehicle net sales is primarily due to the decrease in sales-related travel, advertising and promotional costs and the increase in net sales.~~

~~European recreational vehicle~~ net income ~~before income taxes was~~of $10,216, or ~~approximately~~ 1.4% of European recreational vehicle net sales, for the three months ended January 31, 2021 compared to $4,690, or 0.7% of European recreational vehicle net sales, for the three months ended January 31, 2020. The primary reason for the increase in income before income taxes was the increase in European recreational vehicle net sales. The increase in percentage was primarily due to the decrease in the selling, general and administrative expense percentage noted above.2021.

3943

Six Months Ended January 31, ~~2021~~2022 Compared to the Six Months Ended January 31, ~~2020~~2021


NET SALES:	Six Months Ended January 31, 2022		Six Months Ended January 31, 2021		Change Amount		% Change
Recreational vehicles
North American Towables	$	4,225,922	$	2,765,225	$	1,460,697	52.8
North American Motorized	1,901,834		1,070,850		830,984		77.6
Total North America	6,127,756		3,836,075		2,291,681		59.7
European	1,356,727		1,335,951		20,776		1.6
Total recreational vehicles	7,484,483		5,172,026		2,312,457		44.7
Other	551,976		155,421		396,555		255.1
Intercompany eliminations	(203,217)		(62,299)		(140,918)		(226.2)
Total	$	7,833,242	$	5,265,148	$	2,568,094	48.8


NET SALES:		Six Months Ended January 31, 2021		Six Months Ended January 31, 2020		Change Amount		% Change
# OF UNITS:									# OF UNITS:
Recreational vehicles	Recreational vehicles								Recreational vehicles
North American Towables	North American Towables	$	2,765,225	$	2,184,795	$	580,430	26.6	North American Towables	124,681	98,744	25,937	26.3
North American Motorized	North American Motorized	1,070,850		759,569		311,281		41.0	North American Motorized	14,716	10,754	3,962	36.8
Total North America	Total North America	3,836,075		2,944,364		891,711		30.3	Total North America	139,397	109,498	29,899	27.3
European	European	1,335,951		1,130,122		205,829		18.2	European	27,188	26,807	381	1.4
Total recreational vehicles		5,172,026		4,074,486		1,097,540		26.9
Other		155,421		131,311		24,110		18.4
Intercompany eliminations		(62,299)		(43,879)		(18,420)		(42.0)
Total	Total	$	5,265,148	$	4,161,918	$	1,103,230	26.5	Total	166,585	136,305	30,280	22.2


GROSS PROFIT:			% of Segment Net Sales			% of Segment Net Sales	Change Amount		% Change
Recreational vehicles
North American Towables	$	785,255	18.6	$	447,504	16.2	$	337,751	75.5
North American Motorized	296,002		15.6	143,220		13.4	152,782		106.7
Total North America	1,081,257		17.6	590,724		15.4	490,533		83.0
European	157,573		11.6	167,018		12.5	(9,445)		(5.7)
Total recreational vehicles	1,238,830		16.6	757,742		14.7	481,088		63.5
Other, net	91,868		16.6	35,987		23.2	55,881		155.3
Total	$	1,330,698	17.0	$	793,729	15.1	$	536,969	67.7

# OF UNITS:
Recreational vehicles
North American Towables 98,744 78,431 20,313 25.9
North American Motorized 10,754 8,293 2,461 29.7
Total North America 109,498 86,724 22,774 26.3
European 26,807 25,583 1,224 4.8
Total 136,305 112,307 23,998 21.4

GROSS PROFIT: % of
Segment
Net Sales % of
Segment
Net Sales Change
Amount %
Change
Recreational vehicles
North American Towables $ 447,504 16.2 $ 314,715 14.4 $ 132,789 42.2
North American Motorized 143,220 13.4 78,976 10.4 64,244 81.3
Total North America 590,724 15.4 393,691 13.4 197,033 50.0
European 167,018 12.5 144,073 12.7 22,945 15.9
Total recreational vehicles 757,742 14.7 537,764 13.2 219,978 40.9
Other, net 35,987 23.2 27,453 20.9 8,534 31.1
Total $ 793,729 15.1 $ 565,217 13.6 $ 228,512 40.4

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational vehicles
North American Towables $ 143,534 5.2 $ 129,148 5.9 $ 14,386 11.1
North American Motorized 54,793 5.1 39,603 5.2 15,190 38.4
Total North America 198,327 5.2 168,751 5.7 29,576 17.5
European 126,730 9.5 136,629 12.1 (9,899) (7.2)
Total recreational vehicles 325,057 6.3 305,380 7.5 19,677 6.4
Other 11,685 7.5 4,777 3.6 6,908 144.6
Corporate 51,210 — 40,664 — 10,546 25.9
Total $ 387,952 7.4 $ 350,821 8.4 $ 37,131 10.6


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational vehicles
North American Towables	$	226,865	5.4	$	143,534	5.2	$	83,331	58.1
North American Motorized	97,735		5.1	54,793		5.1	42,942		78.4
Total North America	324,600		5.3	198,327		5.2	126,273		63.7
European	130,580		9.6	126,730		9.5	3,850		3.0
Total recreational vehicles	455,180		6.1	325,057		6.3	130,123		40.0
Other	33,445		6.1	11,685		7.5	21,760		186.2
Corporate	74,708		—	51,210		—	23,498		45.9
Total	$	563,333	7.2	$	387,952	7.4	$	175,381	45.2

4044


INCOME (LOSS) BEFORE INCOME TAXES:	INCOME (LOSS) BEFORE INCOME TAXES:	Six Months Ended January 31, 2021		% of Segment Net Sales	Six Months Ended January 31, 2020		% of Segment Net Sales	Change Amount		% Change	INCOME (LOSS) BEFORE INCOME TAXES:	Six Months Ended January 31, 2022		% of Segment Net Sales	Six Months Ended January 31, 2021		% of Segment Net Sales	Change Amount		% Change
Recreational vehicles	Recreational vehicles										Recreational vehicles
North American Towables	North American Towables	$	289,059	10.5	$	157,748	7.2	$	131,311	83.2	North American Towables	$	542,177	12.8	$	289,059	10.5	$	253,118	87.6
North American Motorized	North American Motorized	84,988		7.9	36,691		4.8	48,297		131.6	North American Motorized	192,935		10.1	84,988		7.9	107,947		127.0
Total North America	Total North America	374,047		9.8	194,439		6.6	179,608		92.4	Total North America	735,112		12.0	374,047		9.8	361,065		96.5
European	European	4,710		0.4	(18,334)		(1.6)	23,044		125.7	European	(8,311)		(0.6)	4,710		0.4	(13,021)		(276.5)
Total recreational vehicles	Total recreational vehicles	378,757		7.3	176,105		4.3	202,652		115.1	Total recreational vehicles	726,801		9.7	378,757		7.3	348,044		91.9
Other, net	Other, net	21,134		13.6	20,360		15.5	774		3.8	Other, net	46,621		8.4	21,134		13.6	25,487		120.6
Corporate	Corporate	(89,613)		—	(92,968)		—	3,355		3.6	Corporate	(114,327)		—	(89,613)		—	(24,714)		(27.6)
Total	Total	$	310,278	5.9	$	103,497	2.5	$	206,781	199.8	Total	$	659,095	8.4	$	310,278	5.9	$	348,817	112.4

CONSOLIDATED

Consolidated net sales for the six months ended January 31, ~~2021~~2022 increased ~~$1,103,230,~~$2,568,094, or ~~26.5%~~48.8%, compared to the six months ended January 31, ~~2020.~~2021. The ~~recent acquisition~~addition of the Tiffin Group, ~~which was~~ acquired on December 18, 2020, accounted for ~~$82,432~~$360,556 of the ~~$1,103,230~~$2,568,094 increase in net sales, ~~and 2.0%~~or 6.8% of the ~~26.5%~~48.8% increase, as the current-year period includes six months of Tiffin Group operations compared to six weeks in the prior-year period. The addition of Airxcel, acquired on September 1, 2021, accounted for $217,540 of the $2,568,094 increase in net sales, or 4.1% of the 48.8% increase. Approximately ~~25.4%~~17.3% of the ~~Company's~~Company’s net sales for the ~~quarter~~six months ended January 31, ~~2021~~2022 were transacted in a currency other than the U.S. dollar. The ~~Company's~~Company’s most material exchange rate exposure is sales in Euros. ~~Of the $1,103,230,~~The $2,568,094, or ~~26.5%~~48.8%, increase in consolidated net sales ~~$95,886, or 2.3%~~included a decrease of ~~the 26.5% increase, reflects the impact of~~$48,657 from the change in currency exchange rates between the two periods. To determine this information, net sales transacted in currencies other than U.S. dollars have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative period.

Consolidated gross profit for the six months ended January 31, ~~2021~~2022 increased ~~$228,512,~~$536,969, or ~~40.4%~~67.7%, compared to the six months ended January 31, ~~2020.~~2021. Consolidated gross profit was ~~15.1%~~17.0% of consolidated net sales for the six months ended January 31, ~~2021~~2022 and ~~13.6%~~15.1% for the six months ended January 31, ~~2020.~~2021. The increases in consolidated gross profit and the consolidated gross profit percentage were both primarily due to the impact of the increase in net sales in the current-year period compared to the prior-year period.

Selling, general and administrative expenses for the six months ended January 31, ~~2021~~2022 increased ~~$37,131,~~$175,381, or ~~10.6%~~45.2%, compared to the six months ended January 31, ~~2020.~~2021.

Amortization of intangible assets expense for the six months ended January 31, ~~2021~~2022 increased ~~$8,064~~$19,933 to $76,563 compared to $56,630 for the six months ended January 31, ~~2020,~~2021, primarily due to higher dealer network amortization in the European segment as compared to the prior-year period and additional amortization of ~~$1,416~~$3,562 and $15,101 due to the ~~acquisition~~acquisitions of the Tiffin Group and Airxcel, respectively, as discussed in Note 2 ~~to the Condensed Consolidated Financial Statements.~~

~~The impairment charges for the six months ended January 31, 2020 of $10,057 related to the North American Towables reportable segment as discussed in Note 8~~ to the Condensed Consolidated Financial Statements.

Income before income taxes for the six months ended January 31, ~~2021~~2022 was ~~$310,278,~~$659,095, as compared to ~~$103,497~~$310,278 for the six months ended January 31, ~~2020,~~2021, an increase of ~~$206,781,~~$348,817, or ~~199.8%~~112.4%, primarily driven by the increase in net ~~sales.~~sales and improvement in gross margin noted above.

The overall effective income tax rate for the six months ended January 31, 2022 was 22.6% compared with 20.4% for the six months ended January 31, 2021. The primary reason for the increase in the overall effective income tax rate was the jurisdictional mix of pre-tax income between the comparable periods while certain favorable foreign return-to-provision adjustments were recorded in the six months ended January 31, 2021.

Additional information concerning the changes in net sales, gross profit, selling, general and administrative expenses ~~impairment charges, acquisition-related costs~~ and income before income taxes are addressed below and in the segment reporting that follows.

4145

Corporate costs included in selling, general and administrative expenses increased ~~$10,546~~$23,498 to $74,708 for the six months ended January 31, 2022 compared to $51,210 for the six months ended January 31, 2021, ~~compared~~an increase of 45.9%. This increase primarily relates to ~~$40,664 for~~expenses accrued by the ~~six~~Company during the three months ended January 31, ~~2020, an increase of 25.9%. This increase is primarily~~2022 related to ~~increased compensation~~the ongoing investigation of the Company’s advertising practices in Germany, as discussed in Note 14 to the Condensed Consolidated Financial Statements. Other changes include costs ~~as incentive compensation increased $4,943~~recorded at Corporate related to our standby repurchase obligation reserve increasing by $3,400 due to dealer inventory level increases in the ~~increase~~current-year period exceeding dealer inventory increases in ~~income before income taxes compared to~~ the prior-year period, and ~~stock-based~~ compensation costs increased $2,052. Charitable contributions also increased ~~$2,983. In addition, deferred compensation expense increased $3,710, which was effectively offset~~ by an increase in other income related to the deferred compensation plan assets as noted below. Costs related to workers' compensation and product liability reserves recorded at Corporate increased by a total of $2,132, primarily due to favorable adjustments in the prior-year period.$1,658. These cost increases were partially offset by a decrease in ~~donations~~deferred compensation of ~~$2,121, primarily due to a significant contribution~~$8,959, which was effectively offset by the increase in other expense related to the ~~National Forest Foundation in the prior-year period, and a decrease in marketing costs of $1,539.~~deferred compensation plan assets noted below.

Corporate interest, cost of products sold and other income and expense was $39,619 of net expense for the six months ended January 31, 2022 compared to $38,403 of net expense for the six months ended January 31, ~~2021 compared to $52,304 of net expense for the six months ended January 31, 2020.~~2021. This ~~decrease~~increase in net expense of ~~$13,901~~$1,216 included a decrease in interest expense and fees on the debt facilities related to the Erwin Hymer Group ("EHG") acquisition of $6,514 due to the reduction in the outstanding debt balances and reduced interest rates compared to the prior-year period. In addition, the change in the fair value of the Company’s deferred compensation plan assets due to market fluctuations and investment income resulted in a ~~net~~total increase in other ~~income~~expense, net of ~~$3,556~~$9,021 compared to the prior-year period. ~~The prior-year total also included losses of $4,747~~Research and development costs, which are related to ~~the Company's former equity investment as discussed~~product electrification and other Corporate-led innovation initiatives and are included in ~~Note 2~~cost of products sold, also increased $6,578. These increases in expense were partially offset by a non-cash foreign currency gain of $9,821 related to ~~the Condensed Consolidated Financial Statements.~~

The overall effective income tax rate for the six months ended January 31, 2021 was 20.4% compared with 23.8% for the six months ended January 31, 2020. The primary reason for the decrease in the overall effective income tax rate between the comparable periods were certain ~~favorable foreign return-to-provision adjustments recorded~~Euro-denominated loans in the six months ended January 31, ~~2021. Additionally,~~2022 as compared to a nominal loss in the ~~income tax rate for~~prior-year period, a decrease in interest expense and fees on the ~~six months ended January 31, 2020 was negatively impacted~~debt facilities of $2,487 due primarily to reduced interest rates, partially offset by ~~additional tax expense from~~increased average debt balances, compared to the ~~vesting of share-based compensation awards.~~prior-year period, and a $2,139 gain related to corporate-owned life insurance benefits.

Segment Reporting

NORTH AMERICAN TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the six months ended January 31, ~~2021~~2022 compared to the six months ended January 31, ~~2020:~~2021:

Six Months Ended
January 31, 2021 % of
Segment
Net Sales Six Months Ended
January 31, 2020 % of
Segment
Net Sales Change Amount %
Change
NET SALES:
North American Towables
Travel Trailers $ 1,669,259 60.4 $ 1,292,786 59.2 $ 376,473 29.1
Fifth Wheels 1,095,966 39.6 892,009 40.8 203,957 22.9
Total North American Towables $ 2,765,225 100.0 $ 2,184,795 100.0 $ 580,430 26.6
Six Months Ended
January 31, 2021 % of
Segment
Shipments Six Months Ended
January 31, 2020 % of
Segment
Shipments Change Amount %
Change
# OF UNITS:
North American Towables
Travel Trailers 76,423 77.4 59,646 76.0 16,777 28.1
Fifth Wheels 22,321 22.6 18,785 24.0 3,536 18.8
Total North American Towables 98,744 100.0 78,431 100.0 20,313 25.9
IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES: %
Change
North American Towables
Travel Trailers 1.0
Fifth Wheels 4.1
Total North American Towables 0.7


	Six Months Ended January 31, 2022		% of Segment Net Sales	Six Months Ended January 31, 2021		% of Segment Net Sales	Change Amount		% Change
NET SALES:
North American Towables
Travel Trailers	$	2,660,203	62.9	$	1,669,259	60.4	$	990,944	59.4
Fifth Wheels	1,565,719		37.1	1,095,966		39.6	469,753		42.9
Total North American Towables	$	4,225,922	100.0	$	2,765,225	100.0	$	1,460,697	52.8

	Six Months Ended January 31, 2022		% of Segment Shipments	Six Months Ended January 31, 2021		% of Segment Shipments	Change Amount		% Change
# OF UNITS:
North American Towables
Travel Trailers	100,236		80.4	76,423		77.4	23,813		31.2
Fifth Wheels	24,445		19.6	22,321		22.6	2,124		9.5
Total North American Towables	124,681		100.0	98,744		100.0	25,937		26.3

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									% Change
North American Towables
Travel Trailers									28.2
Fifth Wheels									33.4
Total North American Towables									26.5

The increase in total North American towables net sales of ~~26.6%~~52.8% compared to the prior-year period resulted from a ~~25.9%~~26.3% increase in unit shipments and a ~~0.7%~~26.5% increase in the overall net price per unit due to the impact of changes in product mix and price. According to statistics published by RVIA, for the six months ended January 31, ~~2021,~~2022, combined North American travel trailer and fifth wheel wholesale unit shipments increased ~~35.2%~~20.7% compared to the same period last year. According to statistics published by Stat Surveys, for the six-month periods ended December 31, ~~2020~~2021 and ~~2019,~~2020, our North American market share for travel trailers and fifth wheels combined was ~~41.7%~~41.5% and ~~44.5%~~41.3%, respectively. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The ~~slight~~ increase in the overall net price per unit within the travel trailer product line of ~~1.0%~~28.2% and the increase in the overall net price per unit within the fifth wheel product ~~lines~~line of ~~4.1%~~33.4% were primarily due to the impacts of selective net price increases and product mix changes compared to the prior-year period.

North American towables cost of products sold increased ~~$447,641~~$1,122,946 to $3,440,667, or 81.4% of North American towables net sales, for the six months ended January 31, 2022 compared to $2,317,721, or 83.8% of North American towables net sales, for the six months ended January 31, ~~2021 compared to $1,870,080, or 85.6% of North American towables net sales, for the six months ended January 31, 2020.~~2021. The changes in material, labor, freight-out and warranty costs comprised ~~$424,899~~$1,072,255 of the ~~$447,641 decrease~~$1,122,946 increase in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American towables net sales decreased to 76.2% for the six months ended January 31, 2022 compared to 77.6% for the six months ended January 31, 2021, ~~compared to 78.8% for the six months ended January 31, 2020,~~ primarily as a result of ~~improvements~~a decrease in the ~~material and warranty~~labor cost ~~percentages,~~percentage, mainly due to increased volumes combined with a more efficient workforce compared to the prior-year period. The freight-out cost percentage also decreased due to a higher percentage of units being picked up by dealers in the current-year period as opposed to being delivered. These reductions were partially offset by an increase in the ~~labor cost percentage. The improvement in the~~ material cost percentage ~~is primarily due~~compared to ~~a reduction in~~the prior-year period, as the continued benefit from reduced sales discounts since the prior-year period, which effectively increases net selling prices and correspondingly decreases the material cost ~~percentage. The warranty cost~~ percentage, ~~is lower due to favorable experience trends, while the labor cost percentage increase is due to the current competitive RV labor market conditions in northern Indiana compared to~~was more than offset by increasing material costs since the prior-year period. Total manufacturing overhead increased ~~$22,742~~$50,691 with the increase in net sales, but decreased as a percentage of North American towables net sales from ~~6.8%~~6.2% to ~~6.2%~~5.2%, as the increased net sales levels resulted in lower overhead cost per units sold.

North American towables gross profit increased ~~$132,789~~$337,751 to $785,255, or 18.6% of North American towables net sales, for the six months ended January 31, 2022 compared to $447,504, or 16.2% of North American towables net sales, for the six months ended January 31, ~~2021 compared to $314,715, or 14.4% of North American towables net sales, for the six months ended January 31, 2020.~~2021. The increase in the gross profit was driven by the increase in net sales, and the increase in the gross profit percentage is due to the decrease in the cost of products sold percentage noted above.

North American towables selling, general and administrative expenses were $226,865, or 5.4% of North American towables net sales, for the six months ended January 31, 2022 compared to $143,534, or 5.2% of North American towables net sales, for the six months ended January 31, ~~2021 compared to $129,148, or 5.9% of North American towables net sales, for the six months ended January 31, 2020.~~2021. The primary reason for the ~~$14,386~~$83,331 increase was the impact of the increase in North American towables net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by ~~$29,263. This~~$60,922, with the remaining increase ~~was partially offset by the decrease in sales-related travel, advertising and promotional costs of $9,309,~~ primarily due to ~~the cancellation~~an increase in product-related settlement costs, primarily due to collection uncertainty on amounts due from applicable vendor suppliers for costs related to a product recall related to certain purchased parts utilized in certain of ~~the major~~our North American ~~RV shows, along with travel restrictions,~~towable products, as discussed in ~~the current-year period due~~Note 14 to the ~~ongoing COVID-19 pandemic. Legal, professional and related settlement costs also decreased $4,454.~~Condensed Consolidated Financial Statements. The ~~decrease~~increase in the overall selling, general and administrative expense as a percentage of North American towable net sales is primarily due to the ~~reduction in sales-related travel, advertising and promotion~~increased product-related costs ~~in tandem with the increase in net sales.~~noted above.

North American towables income before income taxes was $542,177, or 12.8% of North American towables net sales, for the six months ended January 31, 2022 compared to $289,059 or 10.5% of North American towables net sales, for the six months ended January 31, ~~2021 compared to $157,748 or 7.2% of North American towables net sales, for the six months ended January 31, 2020.~~2021. The primary reason for the increase in North American towables income before income taxes was the increase in North American towables net sales, and the primary ~~reasons~~reason for the increase in percentage ~~were~~was the ~~decreases~~decrease in the cost of products sold ~~and~~percentage, partially offset by the increase in the selling, general and administrative expense ~~percentages~~percentage, noted ~~above, and a 0.5% increase due to the impairment charges in the prior-year period as discussed in Note 8 to the Condensed Consolidated Financial Statements.~~above.

4348

NORTH AMERICAN MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the six months ended January 31, ~~2021~~2022 compared to the six months ended January 31, ~~2020:~~2021:


		Six Months Ended January 31, 2021		% of Segment Net Sales	Six Months Ended January 31, 2020		% of Segment Net Sales	Change Amount		% Change		Six Months Ended January 31, 2022		% of Segment Net Sales	Six Months Ended January 31, 2021		% of Segment Net Sales	Change Amount		% Change
NET SALES:	NET SALES:										NET SALES:
North American Motorized	North American Motorized										North American Motorized
Class A	Class A	$	380,683	35.5	$	287,206	37.8	$	93,477	32.5	Class A	$	839,393	44.1	$	380,683	35.5	$	458,710	120.5
Class C	Class C	569,699		53.2	416,598		54.8	153,101		36.8	Class C	721,571		37.9	569,699		53.2	151,872		26.7
Class B	Class B	120,468		11.3	55,765		7.4	64,703		116.0	Class B	340,870		18.0	120,468		11.3	220,402		183.0
Total North American Motorized	Total North American Motorized	$	1,070,850	100.0	$	759,569	100.0	$	311,281	41.0	Total North American Motorized	$	1,901,834	100.0	$	1,070,850	100.0	$	830,984	77.6

		Six Months Ended January 31, 2021		% of Segment Shipments	Six Months Ended January 31, 2020		% of Segment Shipments	Change Amount		% Change		Six Months Ended January 31, 2022		% of Segment Shipments	Six Months Ended January 31, 2021		% of Segment Shipments	Change Amount		% Change
# OF UNITS:	# OF UNITS:										# OF UNITS:
North American Motorized	North American Motorized										North American Motorized
Class A	Class A	2,668		24.8	2,316		27.9	352		15.2	Class A	4,226		28.7	2,668		24.8	1,558		58.4
Class C	Class C	6,945		64.6	5,524		66.6	1,421		25.7	Class C	7,137		48.5	6,945		64.6	192		2.8
Class B	Class B	1,141		10.6	453		5.5	688		151.9	Class B	3,353		22.8	1,141		10.6	2,212		193.9
Total North American Motorized	Total North American Motorized	10,754		100.0	8,293		100.0	2,461		29.7	Total North American Motorized	14,716		100.0	10,754		100.0	3,962		36.8

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:	IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									% Change	IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									% Change
North American Motorized	North American Motorized										North American Motorized
Class A	Class A									17.3	Class A									62.1
Class C	Class C									11.1	Class C									23.9
Class B	Class B									(35.9)	Class B									(10.9)
Total North American Motorized	Total North American Motorized									11.3	Total North American Motorized									40.8

The increase in total North American motorized net sales of ~~41.0%~~77.6% compared to the prior-year period resulted from a ~~29.7%~~36.8% increase in unit shipments and a ~~11.3%~~40.8% increase in the overall net price per unit due to the impact of changes in product mix and price. The ~~recently acquired~~addition of the Tiffin Group, acquired on December 18, 2020, accounted for ~~$74,620~~$318,592 of the ~~$311,281~~$830,984 increase ~~and for 9.8%~~or 29.8% of the ~~41.0% increase.~~77.6% increase, as the current period includes six months of Tiffin Group operations as compared to six weeks in the prior-year period. According to statistics published by RVIA, for the six months ended January 31, ~~2021,~~2022, combined North American motorhome wholesale unit shipments increased ~~12.8%~~13.6% compared to the same period last year. According to statistics published by Stat Surveys, for the six-month periods ended December 31, ~~2020~~2021 and ~~2019,~~2020, our North American market share for motorhomes was ~~38.7%~~48.0% and ~~37.6%~~39.1%, ~~respectively.~~respectively, including 4.4% attributable to the Tiffin Group for the six-month period ended December 31, 2021. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The ~~increases~~increase in the overall net price per unit within the Class A product line of ~~17.3% and the Class C product line of 11.1% were~~62.1% was primarily due to the net impact of the addition of the higher-priced Tiffin Group product lines and selective net price increases. The Tiffin Group Class A product lines are primarily in the higher-priced diesel units as opposed to the more moderately-priced gas units, which represented the majority of the Class A units sold in the prior-year period. The increase in the overall net price per unit within the Class C product line of 23.9% was primarily due to product mix changes and selective net selling price increases since the prior-year period to offset rising material and other input costs. The decrease in the overall net price per unit within the Class B product line of ~~35.9%~~10.9% is primarily due to product mix changes as a result of a much higher concentration of sales of lower-priced Class B products in the current-year period, including increased sales of previously existing lower-priced models and the introduction of several new lower-priced models, as compared to the prior-year period.

4449

North American motorized cost of products sold increased ~~$247,037~~$678,202 to ~~$927,630,~~$1,605,832, or ~~86.6%~~84.4% of North American motorized net sales, for the six months ended January 31, ~~2021~~2022 compared to ~~$680,593,~~$927,630, or ~~89.6%~~86.6% of North American motorized net sales, for the six months ended January 31, ~~2020.~~2021. The changes in material, labor, freight-out and warranty costs comprised ~~$233,824~~$631,385 of the ~~$247,037 decrease~~$678,202 increase due to the ~~decreased~~increased sales volume. Material, labor, freight-out and warranty costs as a combined percentage of North American motorized net sales decreased to 79.2% for the six months ended January 31, 2022 compared to 81.8% for the six months ended January 31, 2021, ~~compared to 84.6% for the six months ended January 31, 2020,~~ with the decrease ~~in percentage~~ primarily due to ~~decreases~~a decrease in ~~both~~ the material cost percentage, partially offset by modest increases in the labor and warranty cost ~~percentages, partially offset by an increase in the labor cost percentage.~~percentages. The improvement in the material cost percentage is primarily due to a reduction in sales discounts since the prior-year period, which effectively increases net selling prices and correspondingly decreases the material cost percentage, selective net selling price increases to cover known and anticipated material cost increases, and product mix ~~changes. The warranty cost percentage is lower~~changes, primarily due to ~~favorable experience trends, while the labor cost percentage increase is due to the current competitive RV labor market conditions in northern Indiana compared to~~a higher concentration of Tiffin Group products since the prior-year period. Total manufacturing overhead increased ~~$13,213~~$46,817 due to the net sales increase ~~but decreased~~and related increased employee wages, benefits and health insurance costs, and increased as a percentage of North American motorized net sales from ~~5.0%~~4.8% to ~~4.8%~~5.2%, asprimarily due to the increased ~~net sales resulted in lower overhead~~employee benefits and health insurance costs ~~per unit sold.~~percentage.

North American motorized gross profit increased ~~$64,244~~$152,782 to ~~$143,220,~~$296,002, or ~~13.4%~~15.6% of North American motorized net sales, for the six months ended January 31, ~~2021~~2022 compared to ~~$78,976,~~$143,220, or ~~10.4%~~13.4% of North American motorized net sales, for the six months ended January 31, ~~2020.~~2021. The increase in gross profit was due primarily to the increase in North American motorized net sales, and the increase in the gross profit percentage was due to the decrease in the cost of products sold percentage noted above.

North American motorized selling, general and administrative expenses were ~~$54,793,~~$97,735, or 5.1% of North American motorized net sales, for the six months ended January 31, ~~2021~~2022 compared to ~~$39,603,~~$54,793, or ~~5.2%~~5.1% of North American motorized net sales, for the six months ended January 31, ~~2020.~~2021. The primary reason for the ~~$15,190~~$42,942 increase was the increase in North American motorized net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by $15,732. This increase was partially offset by a decrease in sales-related travel, advertising and promotional costs of $2,252, primarily due to the cancellation of the major North American RV shows, along with travel restrictions, in the current-year period due to the ongoing COVID-19 pandemic. The slight decrease in the overall selling, general and administrative expense as a percentage of North American motorized net sales was primarily due to the increased net sales volumes.$36,815.

North American motorized income before income taxes was ~~$84,988,~~$192,935, or ~~7.9%~~10.1% of North American motorized net sales, for the six months ended January 31, ~~2021~~2022 compared to ~~$36,691,~~$84,988, or ~~4.8%~~7.9% of North American motorized net sales, for the six months ended January 31, ~~2020.~~2021. The primary reason for the increase in North American motorized income before income taxes was the increase in North American motorized net sales. The primary reason for the increase in percentage was the decrease in the cost of products sold percentage noted above.

4550

EUROPEAN RECREATIONAL VEHICLES

Analysis of the change in net sales for the six months ended January 31, ~~2021~~2022 compared to the six months ended January 31, ~~2020:~~2021:


		Six Months Ended January 31, 2021		% of Segment Net Sales	Six Months Ended January 31, 2020		% of Segment Net Sales	Change Amount		% Change		Six Months Ended January 31, 2022		% of Segment Net Sales	Six Months Ended January 31, 2021		% of Segment Net Sales	Change Amount		% Change
NET SALES:	NET SALES:										NET SALES:
European	European										European
Motorcaravan	Motorcaravan	$	737,480	55.2	$	664,155	58.8	$	73,325	11.0	Motorcaravan	$	667,125	49.2	$	737,480	55.2	$	(70,355)	(9.5)
Campervan	Campervan	292,512		21.9	175,520		15.5	116,992		66.7	Campervan	370,621		27.3	292,512		21.9	78,109		26.7
Caravan	Caravan	126,849		9.5	130,941		11.6	(4,092)		(3.1)	Caravan	151,833		11.2	126,849		9.5	24,984		19.7
Other	Other	179,110		13.4	159,506		14.1	19,604		12.3	Other	167,148		12.3	179,110		13.4	(11,962)		(6.7)
Total European	Total European	$	1,335,951	100.0	$	1,130,122	100.0	$	205,829	18.2	Total European	$	1,356,727	100.0	$	1,335,951	100.0	$	20,776	1.6

		Six Months Ended January 31, 2021		% of Segment Shipments	Six Months Ended January 31, 2020		% of Segment Shipments	Change Amount		% Change		Six Months Ended January 31, 2022		% of Segment Shipments	Six Months Ended January 31, 2021		% of Segment Shipments	Change Amount		% Change
# OF UNITS:	# OF UNITS:										# OF UNITS:
European	European										European
Motorcaravan	Motorcaravan	12,409		46.3	12,882		50.4	(473)		(3.7)	Motorcaravan	11,062		40.7	12,409		46.3	(1,347)		(10.9)
Campervan	Campervan	8,398		31.3	5,935		23.2	2,463		41.5	Campervan	9,178		33.8	8,398		31.3	780		9.3
Caravan	Caravan	6,000		22.4	6,766		26.4	(766)		(11.3)	Caravan	6,948		25.5	6,000		22.4	948		15.8
Total European	Total European	26,807		100.0	25,583		100.0	1,224		4.8	Total European	27,188		100.0	26,807		100.0	381		1.4

IMPACT OF CHANGE IN PRODUCT MIX, FOREIGN CURRENCY CHANGES AND PRICE ON NET SALES:										% Change
European
Motorcaravan										14.7
Campervan										25.2
Caravan										8.2
Total European										13.4


IMPACT OF CHANGES IN FOREIGN CURRENCY, PRODUCT MIX AND PRICE ON NET SALES:

	Foreign Currency %	Mix and Price %	% Change

European
Motorcaravan	(3.6)	5.0	1.4
Campervan	(3.6)	21.0	17.4
Caravan	(3.6)	7.5	3.9
Total European	(3.6)	3.8	0.2

The increase in total European recreational vehicle net sales of ~~18.2%~~1.6% compared to the prior-year period resulted from an ~~4.8%~~1.4% increase in unit shipments and a ~~13.4%~~0.2% increase in the overall net price per unit due to the total impact of changes in foreign currency, product mix and price. ~~This increase includes the current heightened European market demand for the Campervan product line, and the impact of current chassis supply disruption on the Motorcaravan product line.~~ The overall net sales increase of ~~$205,829~~$20,776 includes ana decrease of $48,657, or (3.6)% included in the 1.6% overall increase, ~~of $95,886, or 8.5%~~as net sales on a constant-currency basis increased 5.2%. This overall sales increase was moderated by the negative impacts of the ~~18.2% increase,~~lack of chassis availability, COVID-related shutdowns and other production disruptions due to component part shortages during the ~~increase in foreign exchange rates since the prior-year~~current-year period.

The overall net price per unit increase of ~~13.4%~~0.2% includes the impact of foreign currency exchange rate changes, which accounts for ~~8.5%~~3.6% decrease included in the overall 0.2% increase, along with an increase of ~~the 13.4% increase~~3.8% due to mix and price on a constant-currency basis.

The increase in the overall net price per unit due to product mix and price within the Motorcaravan product line of ~~14.7%~~5.0% was primarily due to ~~the 8.5% increase in foreign exchange rates from the prior-year period,~~ product mix changes and selective net selling price increases since the ~~prior year.~~prior-year period. The increase in the overall net price per unit due to product mix and price within the Campervan product line of ~~25.2%~~21.0% was primarily due to the net impact of product mix changes, including more sales of units with higher chassis content ~~than~~compared to the ~~prior year, in addition to selective net price increases and the 8.5% increase in exchange rates.~~prior-year period. The increase in the overall net price per unit due to product mix and price within the Caravan product line of ~~8.2% is~~7.5% was primarily due to ~~the 8.5% increase in foreign exchange rates from the prior-year period, partially offset by~~ the impact of product mix changes.

4651

European recreational vehicle cost of products sold increased ~~$182,884~~$30,221 to $1,199,154, or 88.4% of European recreational vehicle net sales, for the six months ended January 31, 2022 compared to $1,168,933, or 87.5% of European recreational vehicle net sales, for the six months ended January 31, ~~2021 compared to $986,049, or 87.3% of European recreational vehicle net sales, for the six months ended January 31, 2020.~~2021. The changes in material, labor, freight-out and warranty costs comprised ~~$168,596~~$16,438 of the ~~$182,884~~$30,221 increase primarily due to the increased net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of European recreational vehicle net sales ~~increased~~was 77.8% for the six months ended January 31, 2022 compared to 77.7% for the six months ended January 31, 2021, ~~compared to 77.0% for~~which included a slight decrease in the ~~six months ended January 31, 2020, with the increase primarily due to~~material cost percentage offset by an increase in the ~~material cost~~labor percentage. This material cost percentage increase was mainly attributable to changes in product mix, including a higher concentration of the Motorcaravan and Campervan motorized products in the current year as compared to the prior year, which carry a higher material percentage than caravan products due to the chassis. Total manufacturing overhead increased ~~$14,288~~$13,783 with the volume increase ~~but decreased~~and increased as a percentage of ~~motorized~~European recreational vehicle net sales from ~~10.3%~~9.8% to ~~9.8%~~10.6% primarily due to ~~the higher net sales volume.~~increased indirect labor and manufacturing employee benefit costs.

European recreational vehicle gross profit ~~increased $22,945~~decreased $9,445 to $157,573, or 11.6% of European recreational vehicle net sales, for the six months ended January 31, 2022 compared to $167,018, or 12.5% of European recreational vehicle net sales, for the six months ended January 31, ~~2021 compared to $144,073, or 12.7% of European recreational vehicle net sales, for the six months ended January 31, 2020.~~2021. The ~~increase~~decrease in gross profit and gross profit percentage is due to the increase in ~~net sales, while~~ the ~~slight decrease in gross profit as a percentage~~cost of ~~European recreational vehicle net sales is due to the increase in~~products sold and the cost of products sold percentage noted above.

European recreational vehicle selling, general and administrative expenses were $130,580, or 9.6% of European recreational vehicle net sales, for the six months ended January 31, 2022 compared to $126,730, or 9.5% of European recreational vehicle net sales, for the six months ended January 31, ~~2021 compared~~2021. The primary reasons for the $3,850 increase were an increase in depreciation expense of $1,727 and an increase in miscellaneous expenses of $1,386, primarily due to ~~$136,629,~~a favorable legal reserve settlement in the prior-year period.

European recreational vehicle net loss before income taxes was $8,311, or ~~12.1%~~0.6% of European recreational vehicle net sales, for the six months ended January 31, ~~2020. The primary reason for the $9,899 decrease was the decrease in sales-related travel, advertising and promotional costs of $21,842, primarily due~~2022 compared to not participating in European trade shows, along with travel restrictions, in the current-year period due to the ongoing COVID-19 pandemic. This decrease was partially offset by the impact of the increase in European recreational vehicle net sales and income before income taxes, which caused commissions, incentive and other compensation and benefits to increase by $6,847. Professional fees also increased $5,611. The decrease in the overall selling, general and administrative expense as a ~~percentage of European recreational vehicle net sales is primarily due to the reduction in actual selling, general and administrative expenses in tandem with the increase in net sales.~~

~~European recreational vehicle~~ net income before income taxes ~~was~~of $4,710, or ~~approximately~~ 0.4% of European recreational vehicle net sales, for the six months ended January 31, ~~2021 compared to a net loss of $18,334, or 1.6% of European recreational vehicle net sales, for the six months ended January 31, 2020.~~2021. The primary reason for the increase in ~~income~~loss before income taxes was the increase in ~~European recreational vehicle net sales and~~ the ~~decrease in selling, general and administrative expenses noted above. The increase in percentage was primarily due to the decrease in the selling, general and administrative expense percentage~~cost of products sold noted above.

Financial Condition and Liquidity

As of January 31, ~~2021,~~2022, we had ~~$183,634~~$305,243 in cash and cash equivalents, of which ~~$123,223~~$230,796 was held in the U.S. and the equivalent of ~~$60,411,~~$74,447, predominantly in Euros, was held in Europe, compared to ~~$538,519~~$445,852 on July 31, ~~2020,~~2021, of which ~~$276,841~~$282,220 was held in the U.S. and the equivalent of ~~$261,678,~~$163,632, predominantly in Euros, was held in Europe. Cash and cash equivalents held internationally may be subject to foreign withholding taxes if repatriated to the U.S. The components of this ~~$354,885~~$140,609 decrease in cash and cash equivalents are described in more detail below.

Net working capital at January 31, ~~2021~~2022 was ~~$823,142~~$1,296,282 compared to ~~$586,996~~$1,008,738 at July 31, ~~2020.~~2021. This increase is primarily attributable to the seasonal increases in inventory and accounts receivable, partially offset by the decrease in cash and cash equivalents noted above and an increase in accounts payable. Capital expenditures of ~~$48,097~~$117,804 for the six months ended January 31, ~~2021~~2022 were made primarily for production building additions and improvements and replacing machinery and equipment used in the ordinary course of business.

We strive to maintain adequate cash balances to ensure we have sufficient resources to respond to opportunities and changing business conditions. We believe our on-hand cash and cash equivalents and funds generated from operations, along with funds available under the revolving asset-based credit facility, will be sufficient to fund expected operational requirements for the foreseeable future.

Our priorities for the use of current and future available cash generated from operations remain consistent with our history, and include reducing our indebtedness, maintaining and, over time, growing our dividend payments and funding our growth, both organically and opportunistically through acquisitions. We may also consider strategic and opportunistic repurchases of shares of THOR stock under the share repurchase program as discussed in Note 16 to the Condensed Consolidated Financial Statements, and special dividends ~~as determined by the Company’s Board of Directors~~based upon market and business conditions and excess cash availability, subject to ~~potential~~ customary limits and restrictions pursuant to our credit facilities, ~~and~~ applicable legal ~~limitations.~~limitations and determination by our Board of Directors (“Board”).

Subsequent to January 31, ~~2021,~~2022, we made principal payments of ~~$35,000 and 10,000 Euro (approximately $12,100)~~$25,000 on our ~~revolving asset-based credit facility. The revolving~~ asset-based credit facility isand $40,000 on our U.S. term loan. The asset-based credit facility and U.S. term loan are discussed in more detail in Note 12 to the Condensed Consolidated Financial Statements.

We anticipate capital expenditures during the remainder of fiscal ~~2021~~2022 for the Company of ~~approximately $100,000,~~$160,000, primarily for certain building projects and replacing and upgrading machinery, equipment and other assets throughout our facilities to be used in the ordinary course of business.

The Company’s Board currently intends to continue regular quarterly cash dividend payments in the future. As is customary under credit facilities, certain actions, including our ability to pay dividends, are subject to the satisfaction of certain ~~payment~~ conditions prior to payment. The conditions for the payment of dividends under the existing debt facilities include a minimum level of adjusted excess cash availability and a fixed charge coverage ratio test, both as defined in the credit agreements. The declaration of future dividends and the establishment of the per share amounts, record dates and payment dates for any such future dividends are subject to the determination of the Board, and will be dependent upon future earnings, cash flows and other factors, in addition to compliance with any then-existing financing facilities.

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

Operating Activities

Net cash ~~used in~~provided by operating activities for the six months ended January 31, ~~2021~~2022 was ~~$88,566~~$298,052 as compared to net cash ~~provided by~~used in operating activities of ~~$5,298~~$88,566 for the six months ended January 31, ~~2020.~~2021.

For the six months ended January 31, 2022, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles and stock-based compensation) provided $657,224 of operating cash. The change in net working capital resulted in the use of $359,172 of operating cash during that period, primarily due to an increase in inventory, as production levels have increased due to continued heightened consumer demand, and ongoing supply constraints have caused work in process and other inventory categories to increase. In addition, there was a seasonal increase in accounts receivable. These increases were partially offset by an increase in accounts payable primarily related to the inventory growth.

For the six months ended January 31, 2021, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles and stock-based compensation) provided $376,007 of operating cash. The change in ~~net~~ working capital resulted in the use of $464,573 of operating cash during that period, primarily due to an increase in inventory, as production levels ~~have~~ increased due to the ~~current~~ heightened dealer demand and significantly increased dealer backlog ~~has increased significantly~~levels, and ~~there has also been~~ an increase in production ~~lines and capacity.~~lines. Accounts receivable also reflects a seasonal increase, and required income tax payments during the six months ended January 31, 2021 exceeded the income tax provision for the period as well. These increases were partially offset by an increase in accounts payable primarily related to the inventory growth.

~~For~~Investing Activities

Net cash used in investing activities for the six months ended January 31, 2020, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles, impairment and stock-based compensation) provided $206,428 of operating cash. The change in working capital resulted in the use of $201,130 of operating cash during that period,2022 was $898,970, primarily due to ~~seasonal increases~~$781,818 used in ~~accounts receivable~~business acquisitions, primarily for the Airxcel acquisition discussed in Note 2 to the Condensed Consolidated Financial Statements, and ~~inventory.~~

~~Investing Activities~~capital expenditures of $117,804.

Net cash used in investing activities for the six months ended January 31, 2021 was $357,589, primarily due to $310,576 used in the business ~~acquisitions~~acquisition of the Tiffin Group and capital expenditures of $48,097.

Financing Activities

Net cash ~~used in investing~~provided by financing activities for the six months ended January 31, ~~2020~~2022 was ~~$37,035,~~$490,760, consisting primarily ~~due~~of borrowings of $660,088 on the revolving asset-based credit facilities, which included $625,000 borrowed in connection with the acquisition of Airxcel and $35,088 for temporary working capital needs, in addition to ~~capital expenditures of $52,858, partially offset by~~$500,000 in proceeds from the ~~dispositions~~issuance of ~~property, plant~~Senior Unsecured Notes in October 2021, which were then used as part of the $534,035 in payments on the ABL facility. In addition, regular quarterly dividend payments of $0.43 per share for each of the first two quarters of fiscal 2022 were made totaling $47,833, and ~~equipment of $20,350.~~

$58,331 was spent on treasury share repurchases.

4853

~~Financing Activities~~

Net cash provided by financing activities for the six months ended January 31, 2021 was $86,961, consisting primarily of borrowings of $213,632 on the revolving asset-based credit facilities, which included $165,000 borrowed in connection with the acquisition of the Tiffin Group and $48,632 for seasonal working capital needs, partially offset by $67,222 in debt payments and regular quarterly dividend payments of $0.41 ~~per share~~ for each of the first two quarters of fiscal 2021 totaling $45,400.

Net cash used in financing activities for the six months ended January 31, 2020 was $173,288, consisting primarily of $210,055 in debt payments, partially offset by $75,007 in borrowings on the asset-based revolving credit facilities. Additionally, theThe Company ~~made~~increased its previous regular quarterly dividend ~~payments~~ of ~~$0.40~~$0.41 per share ~~for each of~~to $0.43 per share in October 2021. In October 2020, the ~~first two quarters of fiscal 2020 totaling $44,159.~~

~~The~~ Company increased its previous regular quarterly dividend of $0.40 per share to $0.41 per ~~share in October 2020. In October 2019, the Company increased its previous regular quarterly dividend of $0.39 per share to $0.40 per~~ share.

Accounting Standards

~~Reference is made to Note 1 of our Condensed Consolidated Financial Statements contained in this report for a summary of recently issued accounting standards applicable to the Company.~~None.

4954

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to market risk from changes in foreign currency exchange rates and interest rates. The Company enters into various hedging transactions to mitigate certain of these risks in accordance with guidelines established by the ~~Company's~~Company’s management. The Company does not use financial instruments for trading or speculative purposes.

CURRENCY EXCHANGE RISK – The ~~Company's~~Company’s principal currency exposures mainly relate to the Euro and British Pound Sterling. The Company periodically uses foreign currency forward contracts to manage certain foreign exchange rate exposure related to anticipated sales transactions in Pounds Sterling with financial instruments whose maturity date, along with the realized gain or loss, occurs on or near the execution of the anticipated transaction.

The Company also holds ~~$768,237~~$649,780 of debt denominated in Euros at January 31, ~~2021.~~2022. A hypothetical 10% change in the Euro/U.S. Dollar exchange rate would change our January 31, ~~2021~~2022 debt balance by approximately ~~$76,824.~~$64,978.

INTEREST RATE RISK – The Company uses pay-fixed, receive-floating interest rate swaps to convert a portion of the Company’s long-term debt from floating to fixed-rate debt. As of January 31, ~~2021,~~2022, the Company has ~~$581,913~~$379,275 as notional amounts hedged in relation to the floating-to-fixed interest rate swap. The notional amounts hedged will decrease on a quarterly basis to zero by August 1, 2023.

Based on our interest rate exposure at January 31, ~~2021,~~2022, assumed floating-rate debt levels throughout the next 12 months and the effects of our existing derivative instruments, a one-percentage-point increase in interest rates (approximately ~~10.0%~~19.1% of our weighted-average interest rate at January 31, ~~2021)~~2022) would result in an estimated ~~$7,553~~$10,778 pre-tax reduction in net earnings over a one-year period.

ITEM 4. CONTROLS AND PROCEDURES

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

During the quarter ended January 31, ~~2021,~~2022, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

5055

PART II – OTHER INFORMATION

(Unless otherwise indicated, amounts in thousands except share and per share data.)

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

Although risks specific to the COVID-19 pandemic are ongoing, including supply chain disruptions, and certain geopolitical events, including military conflicts, have recently surfaced, at this point there have been no material changes in those risks or any others from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2020.~~

2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended January 31, 2022, the Company used $58,331 to repurchase shares of common stock under its repurchase program. The Company’s remaining authorization for common stock repurchases was $191,669 at January 31, 2022.

A summary of the Company’s share repurchases during the three months ended January 31, 2022 is set forth below:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs

11/1/21 – 11/30/21	—	$	—	—	$	—
12/1/21 – 12/31/21	100,184	$	102.69	100,184	$	239,712
1/1/22 – 1/31/22	490,777	$	97.89	490,777	$	191,669

	590,961			590,961

(1)On December 21, 2021 the Company announced that the Board of Directors of the Company authorized Company management to utilize up to $250,000 to purchase shares of the Company’s common stock through December 21, 2024. Under the share repurchase plan, the Company is authorized to acquire, from time-to-time, outstanding shares of its common stock in the open market or in privately negotiated transactions. The timing and amount of share repurchases will be determined by the Company’s management team based upon its evaluation of market conditions and other factors. The share repurchase plan 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 plan.

ITEM 6. EXHIBITS


Exhibit			Description
~~10.1~~			Copy of Stock Purchase Agreement, dated as of December 18, 2020, by and among Thor Industries, Inc., the shareholders of Tiffin Motorhomes, Inc., Vanleigh RV, Inc., Water-Way, Inc., Wynne Enterprises, Inc., Tiffin Door Co., Inc., Roma Enterprises, Inc., Drive-A-Way of Red Bay, Inc., and TVL Real Estate, LLC (incorporated by reference to Exhibit 99.3 of the Company’s Current Report on Form 8-K, filed December 22, 2020)

31.1			Chief Executive Officer’s Rule 13a-14(a) Certification
31.2			Chief Financial Officer’s Rule 13a-14(a) Certification
32.1			Chief Executive Officer’s Section 1350 Certification
32.2			Chief Financial Officer’s Section 1350 Certification
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Calculation Linkbase Document
101.PRE			Inline XBRL Taxonomy Presentation Linkbase Document
101.LAB			Inline XBRL Taxonomy Label Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
104			Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101)

Attached as Exhibits 101 to this report are the following financial statements from the Company's Quarterly report on Form 10-Q for the quarter ended January 31, ~~2021~~2022 formatted in XBRL ("(“eXtensible Business Reporting ~~Language"~~Language”): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Changes in Stockholders' Equity and (v) related notes to these financial statements.

5157

SIGNATURES

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

THOR INDUSTRIES, INC.

(Registrant)


DATE:	March 9, ~~2021~~2022	/s/ Robert W. Martin
		Robert W. Martin
		President and Chief Executive Officer

DATE:	March 9, ~~2021~~2022	/s/ Colleen Zuhl
		Colleen Zuhl
		Senior Vice President and Chief Financial Officer


For the remainder of the fiscal year ending July 31, 2021	$	60,929
For the fiscal year ending July 31, 2022	125,677
For the fiscal year ending July 31, 2023	107,038
For the fiscal year ending July 31, 2024	97,122
For the fiscal year ending July 31, 2025	88,894
For the fiscal year ending July 31, 2026 and thereafter	529,771
	$	1,009,431


For the remainder of the fiscal year ending July 31, 2021	$	6,282
For the fiscal year ending July 31, 2022	12,319
For the fiscal year ending July 31, 2023	12,445
For the fiscal year ending July 31, 2024	226,119
For the fiscal year ending July 31, 2025	36,720
For the fiscal year ending July 31, 2026 and thereafter	1,581,252
	$	1,875,137


	Operating Leases		Financing Leases
For the remainder of the fiscal year ending July 31, 2021	$	6,238	$	769
For the fiscal year ending July 31, 2022	10,599		1,555
For the fiscal year ending July 31, 2023	7,989		1,578
For the fiscal year ending July 31, 2024	5,721		1,059
For the fiscal year ending July 31, 2025	4,216		1,083
For the fiscal year ending July 31, 2026 and thereafter	19,569		2,061
Total future lease payments	54,332		8,105
Less: amount representing interest	(16,481)		(1,825)
Total reported lease liability	$	37,851	$	6,280