10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended April 30, 2015.

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

COMMISSION FILE NUMBER 1-9235

THOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	93-0768752
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
601 E. Beardsley Ave., Elkhart, IN	46514-3305
(Address of principal executive offices)	(Zip Code)

(574) 970-7460

(Registrant’s telephone number, including area code)

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

                                            Yes      þ                                                                   No      ¨

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

                                            Yes      þ                                                                   No      ¨

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

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

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

                                            Yes       ¨                                                                   No      þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at 5/31/2015
Common stock, par value
$    .10 per share	52,394,563 shares

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

ITEM 1. FINANCIAL STATEMENTS

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	April 30, 2015			July 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	259,418		$	289,336
Accounts receivable, trade, less allowance for doubtful accounts of $509 and $348, respectively		339,889			264,927
Accounts receivable, other		18,256			14,866
Inventories		256,556			216,354
Notes receivable		8,549			1,429
Prepaid income taxes, expenses and other		9,039			5,740
Deferred income taxes, net		56,157			51,397
Total current assets		947,864			844,049
Property, plant and equipment, net		192,814			169,862
Other assets:
Goodwill		269,651			256,579
Amortizable intangible assets		128,327			119,783
Long-term notes receivable		601			8,992
Other		11,005			9,453
Total other assets		409,584			394,807
TOTAL ASSETS	$	1,550,262		$	1,408,718
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	198,392		$	164,619
Accrued liabilities:
Compensation and related items		51,853			43,888
Product warranties		107,758			94,938
Income and other taxes		14,554			18,468
Promotions and rebates		19,921			17,474
Product, property and related liabilities		12,142			12,928
Other		17,021			18,400
Total current liabilities		421,641			370,715
Unrecognized income tax benefits		18,738			23,689
Deferred income taxes, net		21,361			19,388
Other long-term liabilities		19,738			17,229
Total long-term liabilities		59,837			60,306
Contingent liabilities and commitments
Stockholders’ equity:
Preferred stock – authorized 1,000,000 shares; none outstanding		—			—
Common stock – par value of $.10 per share; authorized 250,000,000 shares; issued 62,306,037 and 62,210,429 shares, respectively		6,231			6,221
Additional paid-in capital		213,959			208,501
Retained earnings		1,117,609			1,030,428
Less treasury shares of 8,911,474 and 8,880,877, respectively, at cost		(269,015	)		(267,453	)
Total stockholders’ equity		1,068,784			977,697
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,550,262		$	1,408,718

See Notes to the Condensed Consolidated Financial Statements.

2

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2015 AND 2014 (UNAUDITED)

	Three Months Ended April 30,						Nine Months Ended April 30,
	2015			2014			2015			2014
Net sales	$	1,174,255		$	1,046,823		$	2,948,663		$	2,482,116
Cost of products sold		1,007,654			904,743			2,562,397			2,164,526
Gross profit		166,601			142,080			386,266			317,590
Selling, general and administrative expenses		68,940			56,953			181,231			149,060
Amortization of intangible assets		3,950			3,102			11,606			9,166
Impairment charges		—			—			—			710
Interest income		287			314			994			1,215
Interest expense		—			—			1			7
Other income, net		563			409			982			1,229
Income from continuing operations before income taxes		94,561			82,748			195,404			161,091
Income taxes		31,009			27,623			62,384			52,354
Net income from continuing operations		63,552			55,125			133,020			108,737
Income (loss) from discontinued operations, net of income taxes		(707	)		(3	)		(2,602	)		3,685
Net Income	$	62,845		$	55,122		$	130,418		$	112,422
Weighted average common shares outstanding:
Basic		53,380,651			53,289,864			53,363,872			53,261,186
Diluted		53,495,499			53,385,364			53,461,470			53,345,644
Earnings per common share from continuing operations:
Basic	$	1.19		$	1.03		$	2.49		$	2.04
Diluted	$	1.19		$	1.03		$	2.49		$	2.04
Earnings (loss) per common share from discontinued operations:
Basic	$	(0.01	)	$	—		$	(0.05	)	$	0.07
Diluted	$	(0.02	)	$	—		$	(0.05	)	$	0.07
Earnings per common share:
Basic	$	1.18		$	1.03		$	2.44		$	2.11
Diluted	$	1.17		$	1.03		$	2.44		$	2.11
Regular dividends paid per common share	$	0.27		$	0.23		$	0.81		$	0.69
Special dividend paid per common share	$	—		$	—		$	—		$	1.00
Net income	$	62,845		$	55,122		$	130,418		$	112,422
Unrealized appreciation on investments, net of income tax		—			—			—			22
Comprehensive income	$	62,845		$	55,122		$	130,418		$	112,444

See Notes to the Condensed Consolidated Financial Statements.

3

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED APRIL 30, 2015 AND 2014 (UNAUDITED)

	Nine Months Ended April 30,
	2015		2014
Cash flows from operating activities:
Net income	$	130,418	$	112,422
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		10,442		9,462
Amortization of intangible assets		11,606		9,229
Impairment charges		—		710
Deferred income tax provision (benefit)		(2,787)		1,456
Gain on disposal of bus business		—		(7,079)
Gain on disposition of property, plant and equipment		(81)		(194)
Stock-based compensation expense		5,047		3,943
Excess tax benefits from stock-based awards		(114)		(796)
Changes in assets and liabilities (excluding acquisitions and disposition):
Accounts receivable		(69,373)		(125,492)
Inventories		(27,541)		(79,362)
Prepaid income taxes, expenses and other		(4,466)		(1,890)
Accounts payable		30,136		29,401
Accrued liabilities		10,549		18,590
Other liabilities		(2,442)		(3,950)
Net cash provided by (used in) operating activities		91,394		(33,550)
Cash flows from investing activities:
Purchases of property, plant and equipment		(29,014)		(19,431)
Proceeds from dispositions of property, plant and equipment		91		917
Proceeds from dispositions of investments		—		700
Proceeds from notes receivable		1,400		6,425
Proceeds from sale of bus business		—		105,043
Acquisitions, net of cash acquired		(49,265)		(33,683)
Transfer of cash to restricted account		—		(53,405)
Other		20		(660)
Net cash provided by (used in) investing activities		(76,768)		5,906
Cash flows from financing activities:
Regular cash dividends paid		(43,237)		(36,767)
Special cash dividend paid		—		(53,290)
Excess tax benefits from stock-based awards		114		796
Proceeds from issuance of common stock		141		2,491
Payments related to vesting of stock-based awards		(1,562)		(1,251)
Net cash used in financing activities		(44,544)		(88,021)
Net decrease in cash and cash equivalents		(29,918)		(115,665)
Cash and cash equivalents, beginning of period		289,336		236,601
Cash and cash equivalents, end of period	$	259,418	$	120,936
Supplemental cash flow information:
Income taxes paid	$	74,062	$	63,204
Interest paid	$	1	$	134
Non-cash transactions:
Capital expenditures in accounts payable	$	625	$	1,249

See Notes to the Condensed Consolidated Financial Statements.

4

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

1. Nature of Operations and Accounting Policies

Nature of Operations

Thor Industries, Inc. was founded in 1980 and, through its subsidiaries (collectively, the “Company”), manufactures a wide range of recreational vehicles (“RVs”) at various manufacturing facilities located primarily in Indiana and Ohio. These products are sold to independent dealers primarily throughout the United States and Canada. See Note 16 to the Condensed Consolidated Financial Statements regarding the acquisition of a supplier to the RV and other industries made subsequent to the quarter ended April 30, 1015. Unless the context otherwise requires or indicates, all references to “Thor”, the “Company”, “we”, “our” and “us” refer to Thor Industries, Inc. and its subsidiaries.

As of April 30, 2015, the Company’s core business activities are comprised of two distinct operations, which include the design, manufacture and sale of both towable recreational vehicles and motorized recreational vehicles. Accordingly, the Company has presented segment financial information for these two segments in Note 4 to the Condensed Consolidated Financial Statements. See Note 3, “Discontinued Operations,” in the Notes to the Condensed Consolidated Financial Statements for a description of the Company’s bus operations which were sold during the three months ended October 31, 2013. The accompanying financial statements (including footnote disclosures unless otherwise indicated) reflect these bus operations as discontinued operations apart from the Company’s continuing recreational vehicle operations.

The July 31, 2014 amounts are derived from the annual audited financial statements. The interim financial statements are unaudited. In the opinion of management, all adjustments (which consist of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented have been made. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014. Due to seasonality within the recreational vehicle industry, annualizing the results of operations for the nine months ended April 30, 2015 would not necessarily be indicative of the results for a full fiscal year.

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

Accounting Pronouncements

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

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606),” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This standard will supersede most current revenue recognition guidance. Under the new standard, entities are required to identify the contract with a customer, identify the separate performance obligations in the contract, determine the transaction price, allocate the transaction price to the separate performance obligations in the contract and recognize the appropriate amount of revenue when (or as) the entity satisfies each performance obligation. The standard as stated is effective for fiscal years, and the interim periods within those years, beginning on or after December 15, 2016. In April 2015, however, the FASB proposed a one year deferral of the effective date which is still under consideration. Absent this one year deferral, the standard is effective for the Company in its fiscal year 2018 beginning on August 1, 2017. Entities have the option of using either retrospective transition or a modified approach in applying the new standard. The Company is currently evaluating the approach it will use to apply the new standard and the impact that the adoption of the new standard will have on the Company’s consolidated financial statements.

5

2. Acquisitions

Cruiser RV, LLC and DRV, LLC

On January 5, 2015, the Company closed on a Stock Purchase Agreement (“CRV/DRV SPA”) for the acquisition of all the outstanding membership units of towable recreational vehicle manufacturer Cruiser RV, LLC (“CRV”) and luxury fifth wheel towable recreational vehicle manufacturer DRV, LLC (“DRV”) through its Heartland Recreational Vehicles, LLC subsidiary (“Heartland”). In accordance with the CRV/DRV SPA, the closing was deemed effective as of January 1, 2015. As contemplated in the CRV/DRV SPA, the Company also acquired, in a series of integrated transactions, certain real estate used in the ongoing operations of CRV and DRV. The initial cash paid for this acquisition was $47,412, subject to adjustment, and was funded entirely from the Company’s cash on hand. This payment of $47,412, less the $1,062 of cash on hand at the acquisition date, resulted in initial net cash consideration of $46,350. Thus far, adjustments to increase the net cash consideration of $1,073 have been identified and are included in accounts payable in the April 30, 2015 Condensed Consolidated Balance Sheet. The $1,073 was based on the preliminary determination of the actual net assets as of the close of business on December 31, 2014, includes reimbursing the seller for the $1,062 of cash on hand at the acquisition date and was paid during the fourth quarter of fiscal 2015. The Company purchased CRV and DRV to expand its towable recreational vehicle market share and to supplement and expand its existing lightweight travel trailer and luxury fifth wheel product offerings and dealer base.

The following table summarizes the fair values assigned to the CRV and DRV net assets acquired, which are based on internal and independent external valuations. Additional adjustments to certain accounts, such as acquired medical benefit liabilities, are possible but not expected to be material:

Cash	$	1,062
Other current assets		22,175
Property, plant and equipment		4,533
Dealer network		14,300
Trademarks		5,400
Backlog		450
Goodwill		13,072
Current liabilities		(12,507	)
Total fair value of net assets acquired		48,485
Less cash acquired		(1,062	)
Total cash consideration for acquisition, less cash acquired	$	47,423

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

K.Z., Inc.

On May 1, 2014, the Company closed on a Stock Purchase Agreement for the acquisition of all the outstanding capital stock of towable recreational vehicle manufacturer K.Z., Inc. (“KZ”) for initial cash consideration of $53,405, subject to adjustment, which was funded entirely from the Company’s cash on hand. The final purchase price payment of $2,915, included in accounts payable as of July 31, 2014, was based on a final determination of actual net working capital as of the May 1, 2014 closing date and was paid during the first quarter of fiscal 2015. The $2,915 included reimbursing the seller for $996 of cash on hand at the acquisition date. KZ operates as an independent operation in the same manner as the Company’s other recreational vehicle subsidiaries and is aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased KZ to expand its towable recreational vehicle market share and supplement its existing towable RV product offerings and dealer base.

6

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

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

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

Bison Coach

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

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

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

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

Livin’ Lite RV, Inc.

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

7

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

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

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

3. Discontinued Operations

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

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

The Company recorded a pre-tax gain on the bus business sale of $7,079. The results of operations for the bus business, including the gain on the sale of the bus business, have been reported as discontinued operations in the Condensed Consolidated Statements of Income and Comprehensive Income for all periods presented.

The following table summarizes the results of discontinued operations:

	Three Months Ended April 30,				Nine Months Ended April 30,
Discontinued Operations:	2015		2014		2015		2014
Net sales	$	—	$	—	$	—	$	83,903
Operating loss of discontinued operations	$	(1,280)	$	(716)	$	(4,279)	$	(5,280)
Pre-tax gain on disposal of discontinued business		—		—		—		7,079
Income (loss) before income taxes		(1,280)		(716)		(4,279)		1,799
Income tax benefit		(573)		(713)		(1,677)		(1,886)
Income (loss) from discontinued operations, net of taxes	$	(707)	$	(3)	$	(2,602)	$	3,685

The operating loss of discontinued operations for the three and nine months ended April 30, 2015 reflects expenses incurred directly related to the former bus operations, including ongoing costs related to liabilities retained by the Company under the ASV SPA for bus product liability and worker’s compensation claims occurring prior to the closing date of the sale.

8

As a result of the sale of the bus business, and in accordance with the ASV SPA, the Company is no longer the primary obligor to the taxing authorities for bus operations in certain states. As a result, the Company eliminated certain reserves associated with uncertain tax positions resulting in a net tax benefit of $1,883, which is included in the discontinued operations income tax benefit of $1,886 for the nine months ended April 30, 2014. Under the terms of the sale, the Company has agreed to indemnify ASV for any claims made by the taxing authorities after the date of sale for these uncertain tax positions, but does not expect future losses under this guarantee to be material.

4. Business Segments

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

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

	Three Months Ended April 30,						Nine Months Ended April 30,
	2015			2014			2015			2014
Net sales:
Recreational vehicles:
Towables	$	919,358		$	800,737		$	2,294,226		$	1,896,064
Motorized		254,897			246,086			654,437			586,052
Total	$	1,174,255		$	1,046,823		$	2,948,663		$	2,482,116
	Three Months Ended April 30,						Nine Months Ended April 30,
	2015			2014			2015			2014
Income (loss) from continuing operations before income taxes:
Recreational vehicles:
Towables	$	83,771		$	72,572		$	173,390		$	137,111
Motorized		19,853			17,669			46,821			42,305
Total recreational vehicles		103,624			90,241			220,211			179,416
Corporate		(9,063	)		(7,493	)		(24,807	)		(18,325	)
Total	$	94,561		$	82,748		$	195,404		$	161,091
							April 30, 2015			July 31, 2014
Total assets:
Recreational vehicles:
Towables							$	995,488		$	868,017
Motorized								207,201			170,251
Total recreational vehicles								1,202,689			1,038,268
Corporate								347,573			370,450
Total							$	1,550,262		$	1,408,718

5. Earnings Per Common Share

	Three Months Ended April 30,				Nine Months Ended April 30,
	2015		2014		2015		2014
Weighted average common shares outstanding for basic earnings per share		53,380,651		53,289,864		53,363,872		53,261,186
Stock options, unvested restricted stock and restricted stock units		114,848		95,500		97,598		84,458
Weighted average common shares outstanding for diluted earnings per share		53,495,499		53,385,364		53,461,470		53,345,644

9

The Company excludes stock options, unvested restricted stock and restricted stock units that have an antidilutive effect from its calculation of weighted average shares outstanding assuming dilution. At April 30, 2015 and 2014, the Company had 25,290 and 20,318, respectively, of stock options, unvested restricted stock and restricted stock units outstanding which were excluded from this calculation as their effect would be antidilutive.

6. Inventories

Major classifications of inventories are:

	April 30, 2015			July 31, 2014
Raw materials	$	136,492		$	122,150
Chassis		44,096			45,231
Work in process		55,277			49,537
Finished goods		50,564			27,424
Total		286,429			244,342
Excess of FIFO costs over LIFO costs		(29,873	)		(27,988	)
Total inventories	$	256,556		$	216,354

Of the $286,429 and $244,342 of inventories at April 30, 2015 and July 31, 2014, all but $55,826 and $36,096, respectively, at certain subsidiaries were valued on a last-in, first-out basis. The $55,826 and $36,096 of inventories were valued on a first-in, first-out method.

7. Property, Plant and Equipment

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

	April 30, 2015			July 31, 2014
Land	$	24,696		$	21,592
Buildings and improvements		198,731			175,611
Machinery and equipment		79,971			76,298
Total cost		303,398			273,501
Less accumulated depreciation		(110,584	)		(103,639	)
Property, plant and equipment, net	$	192,814		$	169,862

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

8. Intangible Assets and Goodwill

The components of amortizable intangible assets are as follows:

	Weighted Average Remaining Life in Years at April 30, 2015	April 30, 2015				July 31, 2014
		Cost		Accumulated Amortization		Cost		Accumulated Amortization
Dealer networks	9	$	105,060	$	34,641	$	90,760	$	27,102
Trademarks	20		49,282		6,973		43,882		5,479
Design technology and other intangibles	9		22,850		7,942		23,070		6,775
Non-compete agreements	2		4,710		4,019		4,710		3,283
Total amortizable intangible assets		$	181,902	$	53,575	$	162,422	$	42,639

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

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Estimated annual amortization expense is as follows:

For the fiscal year ending July 31, 2015	$	15,615
For the fiscal year ending July 31, 2016		16,942
For the fiscal year ending July 31, 2017		14,681
For the fiscal year ending July 31, 2018		13,545
For the fiscal year ending July 31, 2019		12,198
For the fiscal year ending July 31, 2020		11,155
For the fiscal year ending July 31, 2021 and thereafter		55,797
	$	139,933

The change in the carrying value of goodwill from July 31, 2014 to April 30, 2015 is as follows:

Balance at July 31, 2014	$	256,579
Acquisition of towables business		13,072
Balance at April 30, 2015	$	269,651

All of the recorded goodwill at both April 30, 2015 and July 31, 2014 resides in the towable recreational vehicle segment.

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

Management engages an independent valuation firm to assist in its impairment assessments. The Company completed its annual impairment review as of April 30, 2015 and no impairment of goodwill was identified.

9. Concentration of Risk

One dealer, FreedomRoads, LLC (“FreedomRoads”), accounted for 16% of the Company’s continuing consolidated net sales for both the nine months ended April 30, 2015 and the nine months ended April 30, 2014. This dealer also accounted for 19% of the Company’s consolidated trade accounts receivable at April 30, 2015 and 21% at July 31, 2014. The loss of this dealer could have a significant effect on the Company’s business.

10. Loan Transactions and Related Notes Receivable

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

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

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

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11. Investments and Fair Value Measurements

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

The Company carries at fair value its investments in securities (primarily in mutual funds) held for the benefit of certain employees of the Company as part of a deferred compensation plan—measured with Level 1 inputs. Deferred compensation plan asset balances of $10,582 and $8,973 were recorded as of April 30, 2015 and July 31, 2014, respectively, as components of other long-term assets in the Condensed Consolidated Balance Sheets. An equal and offsetting liability was also recorded in regards to the deferred compensation plan as a component of other long-term liabilities in the Condensed Consolidated Balance Sheets. Changes in the fair value of the plan assets and the related liability are both reflected in the Condensed Consolidated Statements of Income and Comprehensive Income.

12. Product Warranties

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

Changes in our product warranty reserves are as follows:

	Three Months Ended April 30,						Nine Months Ended April 30,
	2015			2014			2015			2014
Beginning balance	$	102,048		$	84,134		$	94,938		$	84,250
Provision		31,995			24,383			88,225			65,576
Payments		(26,685	)		(21,564	)		(80,469	)		(63,482	)
Acquisitions		400			—			5,064			609
Ending balance	$	107,758		$	86,953		$	107,758		$	86,953

13. Provision for Income Taxes

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current period and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Fluctuations in the actual outcome of these tax consequences could materially impact our financial position or results of operations.

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

The overall effective income tax rate for the three months ended April 30, 2015 was 32.8% compared with 33.4% for the three months ended April 30, 2014. The primary reason for the decrease in the effective income tax rate was the favorable effective settlement of uncertain tax benefits that occurred in the three months ended April 30, 2015.

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The overall effective income tax rate for the nine months ended April 30, 2015 was 31.9% compared with 32.5% for the nine months ended April 30, 2014. The primary reason for the decrease in the effective income tax rate was the retroactive reinstatement of the federal research and development credit and other credits that occurred during the nine months ended April 30, 2015. In addition, the effective income tax rates for the fiscal 2014 and fiscal 2015 periods were both impacted, to a similar extent, by various uncertain tax benefits that settled favorably.

It is the Company’s policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense. For the nine months ended April 30, 2015, the Company released $7,368 of gross uncertain tax positions and related interest and penalties recorded at July 31, 2014 related to the effective settlement of various uncertain tax positions and statute of limitation expirations, which resulted in a net income tax benefit of $3,762. The Company accrued $385 in interest and penalties related to the remaining uncertain tax positions recorded at July 31, 2014 and recorded $90 of additional uncertain tax benefit reserve related to previous tax periods. For the three months ended April 30, 2015, the Company released $2,862 of gross uncertain tax positions and related interest and penalties recorded at July 31, 2014 related to the effective settlement of various uncertain tax positions and statute of limitation expirations, which resulted in a net income tax benefit of $1,375 and accrued $92 in interest and penalties.

The Company anticipates a decrease of approximately $3,640 in unrecognized tax benefits, and $690 in accrued interest and penalties related to unrecognized tax benefits recorded as of April 30, 2015, within the next 12 months from expected settlements or payments of uncertain tax positions and lapses of the applicable statutes of limitations. In addition, the Company is currently in the process of pursuing a variety of settlement alternatives with taxing authorities. It is reasonably possible that some of these settlements could be finalized in the next 12 months. If these settlements are finalized within the next 12 months, the gross unrecognized tax benefits may decrease $540 and related accrued interest and penalties may decrease $410. It is reasonably possible that some of these settlements will result in cash payments by the Company. Actual results may differ from these estimates.

Generally, fiscal years 2012, 2013 and 2014 remain open for federal income tax purposes and fiscal years 2011, 2012, 2013 and 2014 remain open for state and foreign income tax purposes. The Company and its subsidiaries file a consolidated U.S. federal income tax return and multiple state income tax returns. The Company is currently being audited by the state of Indiana for tax years ended July 31, 2008, 2009 and 2010 and the state of Illinois for tax years ended July 31, 2011 and 2012. The Company believes it has adequately reserved for its exposure to additional payments for uncertain tax positions related to its Indiana and Illinois income tax returns in its liability for unrecognized tax benefits.

14. Contingent Liabilities and Commitments and Legal Matters

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

The Company’s total commercial commitments under standby repurchase obligations on dealer inventory financing as of April 30, 2015 and July 31, 2014 were $1,576,439 and $1,226,650, respectively. The commitment term is primarily up to eighteen months.

The Company accounts for the guarantee under repurchase agreements of dealers’ financing by deferring a portion of the related product sale that represents the estimated fair value of the guarantee at inception. The estimated fair value takes into account an estimate of the losses that may be incurred upon resale of any repurchases. This estimate is based on recent historical experience supplemented by the Company’s assessment of current economic and other conditions affecting its dealers. This deferred amount is included in the repurchase and guarantee reserve balances of $4,942 and $3,948 as of April 30, 2015 and July 31, 2014, respectively, which are included in other current liabilities on the Condensed Consolidated Balance Sheets.

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

	Three Months Ended April 30,				Nine Months Ended April 30,
	2015		2014		2015		2014
Cost of units repurchased	$	257	$	598	$	6,484	$	1,047
Realization of units resold		244		526		5,405		916
Losses due to repurchase	$	13	$	72	$	1,079	$	131

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

15. Stockholders’ Equity

Stock-Based Compensation

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

Total expense recognized in the three months ended April 30, 2015 and April 30, 2014 for these restricted stock unit awards and other stock based compensation was $1,720 and $1,295, respectively, related entirely to continuing operations in both periods. Total expense recognized in the nine months ended April 30, 2015 and April 30, 2014 for these restricted stock unit awards and other stock based compensation was $5,047 and $3,943, respectively, which included $0 and $480, respectively, related to discontinued operations.

For the restricted stock units that vested during the nine month periods ended April 30, 2015 and April 30, 2014, a certain portion of the vested shares awarded were withheld as treasury shares to cover the recipients’ estimated withholding taxes. Tax payments made by the Company related to stock-based awards for the nine months ended April 30, 2015 and April 30, 2014 totaled $1,562 and $1,251, respectively.

Retained Earnings

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

Balance as of July 31, 2014	$	1,030,428
Net income		130,418
Dividends declared and paid		(43,237	)
Balance as of April 30, 2015	$	1,117,609

The dividends declared and paid total of $43,237 represents the regular quarterly dividend of $0.27 per share for each of the first three quarters of fiscal 2015.

16. Subsequent Events

Acquisition

On May 1, 2015, the Company closed on a Membership Interest Purchase Agreement with Postle Aluminum Company, LLC for the acquisition of all the outstanding membership units of Postle Operating, LLC (“Postle”), a manufacturer of aluminum extrusion and specialized component products sold to RV and other manufacturers, for initial cash consideration of $144,315, subject to adjustment. The initial cash consideration was funded entirely from the Company’s cash on hand. The purchase price adjustment will be based on a final determination of the actual net assets as of the May 1, 2015 closing date and is expected to be finalized no later than early fiscal 2016. Postle will operate as an independent operation in the same manner as the Company’s other subsidiaries. Postle generated sales of approximately $220 million in calendar year 2014, which includes sales to certain Company subsidiaries.

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The following table summarizes our preliminary approximation of the fair value of the net assets acquired:

Cash	$	1,639
Accounts receivable		23,000
Inventories		34,000
Property, plant and equipment		26,000
Other assets		500
Goodwill and intangible assets		91,315
Current liabilities		(26,000	)
Capital lease obligations		(4,500	)
Total preliminary approximation of net assets acquired		145,954
Less cash acquired		(1,639	)
Total preliminary cash consideration for acquisition, less cash acquired	$	144,315

The determination of the fair values of the assets acquired and liabilities assumed, particularly the fair value of the individual intangible assets acquired, requires significant judgment. This fair value analysis and valuation has not yet been completed. We anticipate completing the fair value determinations by early fiscal 2016. The final fair value determinations may differ from the approximations reflected in the table above. The goodwill arising from the Postle acquisition will be assigned to a non-reportable segment and will be deductible for tax purposes.

The following unaudited pro forma information represents the Company’s results of operations as if the fiscal 2015 acquisitions of both Postle and CRV/DRV had occurred at the beginning of fiscal 2014. These performance results may not be indicative of the actual results that would have occurred under the ownership and management of the Company.

	Three Months Ended April 30,				Nine Months Ended April 30,
	2015		2014		2015		2014
Net sales	$	1,223,333	$	1,124,114	$	3,137,484	$	2,676,873
Net income	$	64,834	$	58,925	$	140,174	$	116,108
Basic earnings per common share	$	1.21	$	1.11	$	2.63	$	2.18
Diluted earnings per common share	$	1.21	$	1.10	$	2.62	$	2.18

Treasury Stock Purchase

The Company entered into a repurchase agreement, dated May 15, 2015 (the “May 15, 2015 Repurchase Agreement”), to purchase certain shares of its common stock from the Thompson Family Foundation (the “Foundation”) in a private transaction. Pursuant to the terms of the May 15, 2015 Repurchase Agreement, the Company purchased from the Foundation 1,000,000 shares of its common stock at a price of $60.00 per share, and held them as treasury stock, representing an aggregate purchase price of $60,000. The closing price of Thor common stock on May 15, 2015 was $61.29. The Foundation held shares of common stock of the Company previously owned by the late Wade F. B. Thompson, the Company’s co-founder and former Chief Executive Officer. At the time of the repurchase transaction, Alan Siegel, a member of the board of directors of the Company (the “Board”), served as a director of the Foundation. The repurchase transaction was evaluated and approved by members of the Board who are not affiliated with the Foundation. The transaction was consummated on May 19, 2015, and the Company used available cash to purchase the shares. The number of shares repurchased by the Company represented 1.9% of the Company’s issued and outstanding common stock immediately prior to the repurchase.

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

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

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

Forward Looking Statements

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

Executive Overview

We were founded in 1980 and through our operating subsidiaries have grown to be one of the largest manufacturers of recreational vehicles (“RVs”) in North America, by units sold and revenue, based on retail statistics published by Statistical Surveys, Inc. (“Stat Surveys”) and other reported data. Our combined U.S. and Canadian RV industry market share in the travel trailer and fifth wheel portion of the towable segment is approximately 36.6% for the calendar quarter ended March 31, 2015. In the motorized segment of the RV industry, we have a combined U.S. and Canadian market share of approximately 26.1% for the calendar year ended March 31, 2015.

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

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

Our growth has been achieved both organically and by acquisition. Our strategy is designed to increase our profitability by driving innovation, servicing our customers, manufacturing quality products, improving the efficiencies of our facilities and by acquisitions.

We have relied on internally generated cash flows from operations to finance substantially all of our growth, although we may borrow to make an acquisition if we believe the incremental cash flows will provide for rapid payback. Capital expenditures of $29,014 for the nine months ended April 30, 2015 were made primarily for land and production building additions and improvements, as well as for replacing machinery and equipment used in the ordinary course of business.

Recent Events

Subsequent to the end of the Company’s fiscal 2015 third quarter, the Company entered into a repurchase agreement, dated as of May 15, 2015 (the “May 15, 2015 Repurchase Agreement”), to purchase shares of its common stock from the Thompson Family Foundation (the “Foundation”) in a private transaction. Pursuant to the terms of the May 15, 2015 Repurchase Agreement, the Company purchased from the Foundation 1,000,000 shares of its common stock at a price of $60.00 per share, and held them as treasury stock, representing an aggregate purchase price of $60,000. The closing price of Thor common stock on May 15, 2015 was $61.29. The transaction was consummated on May 19, 2015, and the Company used available cash to purchase the shares. The number of shares repurchased by the Company represented 1.9% of the Company’s issued and outstanding common stock immediately prior to the repurchase.

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Also subsequent to the end of the Company’s fiscal 2015 third quarter, on May 1, 2015, the Company closed on a Membership Interest Purchase Agreement with Postle Aluminum Company, LLC for the acquisition of all the outstanding membership units of Postle Operating, LLC (“Postle”) for initial net cash consideration of $144,315, subject to adjustment. Postle is a manufacturer of aluminum extrusion and specialized component products for the RV and other markets, and will operate as an independent operation in the same manner as the Company’s other subsidiaries.

On January 5, 2015, the Company closed on a Stock Purchase Agreement (“CRV/DRV SPA”) for the acquisition of all the outstanding membership units of towable recreational vehicle manufacturer Cruiser RV, LLC (“CRV”) and luxury fifth wheel towable recreational vehicle manufacturer DRV, LLC (“DRV”) by its Heartland Recreational Vehicles, LLC subsidiary (“Heartland”). In accordance with the CRV/DRV SPA, the closing was deemed effective as of January 1, 2015. As contemplated in the CRV/DRV SPA, the Company also acquired, in a series of integrated transactions, certain real estate used in the ongoing operations of CRV and DRV. Cash consideration paid to date for this acquisition is $46,350, net of cash acquired. The Company purchased CRV and DRV to expand its towable recreational vehicle market share and to supplement and expand its existing lightweight travel trailer and luxury fifth wheel product offerings and dealer base.

Industry Outlook

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

We believe our dealer inventory levels are appropriate for seasonal consumer demand. RV dealer inventory of Thor products as of April 30, 2015 increased 23.2% to 81,335 units from 66,014 units as of April 30, 2014, partially attributable to acquisitions since the prior year. Thor’s backlog as of April 30, 2015 decreased 11.4% to $726,788 from $820,159 as of April 30, 2014, partially attributable to expanded facilities and production capacity since the prior year enhancing the Company’s ability to meet higher demand levels more quickly.

Industry Wholesale Statistics

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

	U.S. and Canada Wholesale Unit Shipments
	Calendar Year through March  31,						% Change
	2015		2014		Increase
Towable Units		85,111		78,846		6,265		7.9
Motorized Units		11,963		11,125		838		7.5
Total		97,074		89,971		7,103		7.9

According to the RVIA, calendar year 2015 shipments for towables and motorized units will approximate 333,000 and 47,000 units, respectively, which are 6.5% and 6.8% higher than the corresponding calendar year 2014 wholesale unit shipments. Travel trailers and fifth wheels are expected to account for 84% of all RV shipments in calendar year 2015. The outlook for calendar year 2015 growth in RV sales is based on rising consumer confidence, rising home and stock values, improved credit availability and continued gains in job and disposable income prospects.

Industry Retail Statistics

We believe that retail demand is the key to continued improvement in the RV industry, and that annual RV industry wholesale shipments will generally be in line with annual retail sales going forward.

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

	U.S. and Canada Retail Unit Registrations
	Calendar Year through March  31,						% Change
	2015		2014		Increase
Towable Units		54,148		47,891		6,257		13.1
Motorized Units		8,984		8,076		908		11.2
Total		63,132		55,967		7,165		12.8

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

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Company Wholesale Statistics

The Company’s wholesale RV shipments, for the calendar quarter ended March 31, 2015 and 2014 to correspond to the industry periods denoted above, were as follows:

	U.S. and Canada Wholesale Unit Shipments
	Calendar Year through March  31,				Increase (Decrease)			% Change
	2015		2014
Towable Units		30,880		25,038		5,842			23.3
Motorized Units		2,854		2,936		(82	)		(2.8	)
Total		33,734		27,974		5,760			20.6

Company Retail Statistics

Retail statistics of the Company’s RV products, as reported by Stat Surveys, for the calendar quarter ended March 31, 2015 and 2014 to correspond to the industry periods denoted above (and adjusted to include results of acquisitions only from the date of acquisition forward), were as follows:

	U.S. and Canada Retail Unit Registrations
	Calendar Year through March  31,						% Change
	2015		2014		Increase
Towable Units		19,226		16,343		2,883		17.6
Motorized Units		2,344		2,239		105		4.7
Total		21,570		18,582		2,988		16.1

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

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

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

18

Three Months Ended April 30, 2015 vs. Three Months Ended April 30, 2014

	Three Months Ended April 30, 2015		Three Months Ended April 30, 2014		Change Amount		% Change
NET SALES:
Recreational Vehicles
Towables	$	919,358	$	800,737	$	118,621		14.8
Motorized		254,897		246,086		8,811		3.6
Total	$	1,174,255	$	1,046,823	$	127,432		12.2
# OF UNITS:
Recreational Vehicles
Towables		34,417		29,479		4,938		16.8
Motorized		3,321		3,216		105		3.3
Total		37,738		32,695		5,043		15.4

				% of Segment Net Sales					% of Segment Net Sales		Change Amount		% Change
GROSS PROFIT:
Recreational Vehicles
Towables	$	134,388			14.6	$	113,886			14.2	$	20,502		18.0
Motorized		32,213			12.6		28,194			11.5		4,019		14.3
Total	$	166,601			14.2	$	142,080			13.6	$	24,521		17.3
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational Vehicles
Towables	$	46,891			5.1	$	38,287			4.8	$	8,604		22.5
Motorized		12,360			4.8		10,519			4.3		1,841		17.5
Total Recreational Vehicles		59,251			5.0		48,806			4.7		10,445		21.4
Corporate		9,689			—		8,147			—		1,542		18.9
Total	$	68,940			5.9	$	56,953			5.4	$	11,987		21.0
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES:
Recreational Vehicles
Towables	$	83,771			9.1	$	72,572			9.1	$	11,199		15.4
Motorized		19,853			7.8		17,669			7.2		2,184		12.4
Total Recreational Vehicles		103,624			8.8		90,241			8.6		13,383		14.8
Corporate		(9,063	)		—		(7,493	)		—		(1,570)		(21.0	)
Total	$	94,561			8.1	$	82,748			7.9	$	11,813		14.3

	As of April 30, 2015		As of April 30, 2014		Change Amount			% Change
ORDER BACKLOG:
Recreational Vehicles
Towables	$	484,228	$	548,522	$	(64,294	)		(11.7	)
Motorized		242,560		271,637		(29,077	)		(10.7	)
Total	$	726,788	$	820,159	$	(93,371	)		(11.4	)

19

CONSOLIDATED

Consolidated net sales for the three months ended April 30, 2015 increased $127,432, or 12.2%, compared to the three months ended April 30, 2014. Consolidated gross profit increased $24,521, or 17.3%, compared to the three months ended April 30, 2014. Consolidated gross profit was 14.2% of consolidated net sales for the three months ended April 30, 2015 and 13.6% for the three months ended April 30, 2014. Selling, general and administrative expenses for the three months ended April 30, 2015 increased 21.0% compared to the three months ended April 30, 2014. Income from continuing operations before income taxes for the three months ended April 30, 2015 was $94,561, as compared to $82,748 for the three months ended April 30, 2014, an increase of $11,813 or 14.3%. The reasons for the changes in net sales, gross profit, selling, general and administrative expenses and income before income taxes are addressed in the segment reporting that follows.

Corporate costs included in selling, general and administrative expenses increased $1,542 to $9,689 for the three months ended April 30, 2015 compared to $8,147 for the three months ended April 30, 2014. The increase is primarily attributable to increased compensation costs, as bonuses increased $388 in correlation with the increase in income from continuing operations before income taxes and stock based compensation increased $425. In addition, costs related to our Corporate repurchase reserve required for vehicle repurchase commitments increased $550, primarily due to increased dealer inventory levels in the current year and a favorable adjustment in the prior year.

Corporate interest income and other income and expense was $626 of income for the three months ended April 30, 2015 compared to $654 of income for the three months ended April 30, 2014. The $28 decrease is primarily due to a decrease in overall interest income of $50, primarily due to reduced interest income on notes receivable as a result of lower note balances.

The overall effective income tax rate for the three months ended April 30, 2015 was 32.8% compared with 33.4% for the three months ended April 30, 2014. The primary reason for the decrease in the effective income tax rate was the favorable effective settlement of uncertain tax benefits that occurred in the three months ended April 30, 2015.

20

Segment Reporting

TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended April 30, 2015 vs. the three months ended April 30, 2014:

	Three Months Ended April 30, 2015		% of Segment Net Sales		Three Months Ended April 30, 2014		% of Segment Net Sales		Change Amount			% Change
NET SALES:
Towables
Travel Trailers	$	464,678		50.5	$	379,419		47.4	$	85,259			22.5
Fifth Wheels		452,948		49.3		413,844		51.7		39,104			9.4
Other		1,732		0.2		7,474		0.9		(5,742	)		(76.8	)
Total Towables	$	919,358		100.0	$	800,737		100.0	$	118,621			14.8
	Three Months Ended April 30, 2015		% of Segment Shipments		Three Months Ended April 30, 2014		% of Segment Shipments		Change Amount			% Change
# OF UNITS:
Towables
Travel Trailers		23,865		69.3		18,933		64.2		4,932			26.0
Fifth Wheels		10,354		30.1		10,184		34.5		170			1.7
Other		198		0.6		362		1.3		(164	)		(45.3	)
Total Towables		34,417		100.0		29,479		100.0		4,938			16.8

Impact of Change in Mix and Price on Net Sales:	% Increase (Decrease)
Towables
Travel Trailers		(3.5	)
Fifth Wheels		7.7
Other		(31.5	)
Total Towables		(2.0	)

The increase in total towables net sales of 14.8% compared to the prior year quarter resulted from a 16.8% increase in unit shipments and a 2.0% decrease in the impact of the change in the overall net price per unit. The overall industry increase in combined travel trailer and fifth wheel wholesale unit shipments for the three months ended April 30, 2015 was 9.8% compared to the same period last year according to statistics published by RVIA.

The decrease in the overall net price per unit within the travel trailer product lines of 3.5% is primarily due to product mix, as sales in the current period include a higher concentration of entry-level to mid-level product lines as compared to the prior year period, which is partially attributable to recent acquisitions. The increase in the overall net price per unit within the fifth wheel product lines of 7.7% is primarily due to net price increases and changes in product mix since the comparable prior year period.

Cost of products sold increased $98,119 to $784,970, or 85.4% of towables net sales, for the three months ended April 30, 2015 compared to $686,851, or 85.8% of towables net sales, for the three months ended April 30, 2014. The change in material, labor, freight-out and warranty comprised $92,473 of the $98,119 increase in cost of products sold due to increased sales volume. Material, labor, freight-out and warranty as a combined percentage of towables net sales decreased to 80.0% for the three months ended April 30, 2015 compared to 80.3% for the three months ended April 30, 2014. Total manufacturing overhead increased $5,646 with the increase in sales, but decreased as a percentage of towables net sales from 5.5% to 5.4% as the increased production resulted in better absorption of fixed overhead costs.

Towables gross profit increased $20,502 to $134,388, or 14.6% of towables net sales, for the three months ended April 30, 2015 compared to $113,886, or 14.2% of towables net sales, for the three months ended April 30, 2014. The $20,502 increase was primarily due to the increase in net sales noted above.

21

Selling, general and administrative expenses were $46,891, or 5.1% of towables net sales, for the three months ended April 30, 2015 compared to $38,287, or 4.8% of towables net sales, for the three months ended April 30, 2014. The primary reason for the $8,604 increase was increased towables net sales and towables income before income taxes, which caused related commissions, bonuses and other compensation to increase by $6,324. Sales related travel, advertising and promotional costs also increased $629 in correlation with the sales increase. Legal, professional and related settlement costs also increased $624.

Towables income before income taxes was 9.1% of towables net sales for both the three months ended April 30, 2015 and the three months ended April 30, 2014.

MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the three months ended April 30, 2015 vs. the three months ended April 30, 2014:

	Three Months Ended April 30, 2015		% of Segment Net Sales		Three Months Ended April 30, 2014		% of Segment Net Sales		Change Amount			% Change
NET SALES:
Motorized
Class A	$	141,873		55.7	$	133,430		54.2	$	8,443			6.3
Class C		93,840		36.8		93,089		37.8		751			0.8
Class B		19,184		7.5		19,567		8.0		(383	)		(2.0	)
Total Motorized	$	254,897		100.0	$	246,086		100.0	$	8,811			3.6
	Three Months Ended April 30, 2015		% of Segment Shipments		Three Months Ended April 30, 2014		% of Segment Shipments		Change Amount			% Change
# OF UNITS:
Motorized
Class A		1,573		47.4		1,471		45.7		102			6.9
Class C		1,583		47.7		1,576		49.0		7			0.4
Class B		165		4.9		169		5.3		(4	)		(2.4	)
Total Motorized		3,321		100.0		3,216		100.0		105			3.3

Impact of Change in Mix and Price on Net Sales:	% Increase (Decrease)
Motorized
Class A		(0.6	)
Class C		0.4
Class B		0.4
Total Motorized		0.3

The increase in total motorized net sales of 3.6% compared to the prior year quarter resulted from a 3.3% increase in unit shipments and a 0.3% increase in the impact of the change in the overall net price per unit. The overall market increase in wholesale unit shipments of motorhomes was 6.2% for the three months ended April 30, 2015 compared to the same period last year according to statistics published by RVIA.

The decrease in the overall net price per unit within the Class A product line of 0.6% is primarily due to a slight shift in the concentration of sales from the generally larger and more expensive diesel units to the more moderately priced gas units compared to a year ago. Increasing sales from a newer line of innovative product offerings of smaller, more moderately priced units that still offer many of the same amenities as larger models also contributed to the decrease. The increases in the overall net price per unit within both the Class C and Class B product lines of 0.4% each are primarily due to changes in product mix.

22

Cost of products sold increased $4,792 to $222,684, or 87.4% of motorized net sales, for the three months ended April 30, 2015 compared to $217,892, or 88.5% of motorized net sales, for the three months ended April 30, 2014. The change in material, labor, freight-out and warranty comprised $4,756 of the $4,792 increase due to increased sales volume. Material, labor, freight-out and warranty as a combined percentage of motorized net sales was 83.3% compared to 84.3% for the prior year period. The decrease in percentage is primarily due to improved labor and warranty costs percentages, as the combination of assimilating an increasing labor force while expanding production lines and product offerings a year ago led to increased labor and warranty costs in the prior year period. Total manufacturing overhead increased $36 but decreased as a percentage of motorized net sales from 4.2% to 4.1%.

Motorized gross profit increased $4,019 to $32,213, or 12.6% of motorized net sales, for the three months ended April 30, 2015 compared to $28,194, or 11.5% of motorized net sales, for the three months ended April 30, 2014. The $4,019 increase in gross profit was due primarily to the impact of the 3.3% increase in unit sales volume noted above, while the increase in gross profit as a percentage of motorized net sales was due to the increase in sales and the reduction in the costs of products sold percentage noted above.

Selling, general and administrative expenses were $12,360, or 4.8% of motorized net sales, for the three months ended April 30, 2015 compared to $10,519, or 4.3% of motorized net sales, for the three months ended April 30, 2014. The primary reason for the $1,841 increase was increased motorized net sales and motorized income before income taxes, which caused related commissions, bonuses and other compensation to increase by $1,334. Legal, professional and related settlement costs also increased $405.

Motorized income before income taxes was 7.8% of motorized net sales for the three months ended April 30, 2015 and 7.2% of motorized net sales for the three months ended April 30, 2014. The primary reason for this increase in percentage was the impact of the decrease in the cost of products sold percentage noted above, partially offset by the increase in the selling, general and administrative expense percentage noted above.

23

Nine Months Ended April 30, 2015 vs. Nine Months Ended April 30, 2014

	Nine Months Ended   April 30, 2015		Nine Months Ended   April 30, 2014		Change Amount		% Change
NET SALES:
Recreational Vehicles
Towables	$	2,294,226	$	1,896,064	$	398,162		21.0
Motorized		654,437		586,052		68,385		11.7
Total	$	2,948,663	$	2,482,116	$	466,547		18.8
# OF UNITS:
Recreational Vehicles
Towables		85,659		69,567		16,092		23.1
Motorized		8,236		7,432		804		10.8
Total		93,895		76,999		16,896		21.9

			% of Segment Net Sales				% of Segment Net Sales		Change Amount		% Change
GROSS PROFIT:
Recreational Vehicles
Towables	$	306,688		13.4	$	247,357		13.0	$	59,331		24.0
Motorized		79,578		12.2		70,233		12.0		9,345		13.3
Total	$	386,266		13.1	$	317,590		12.8	$	68,676		21.6
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational Vehicles
Towables	$	122,173		5.3	$	100,506		5.3	$	21,667		21.6
Motorized		32,740		5.0		27,953		4.8		4,787		17.1
Total Recreational Vehicles		154,913		5.3		128,459		5.2		26,454		20.6
Corporate		26,318		—		20,601		—		5,717		27.8
Total	$	181,231		6.1	$	149,060		6.0	$	32,171		21.6
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES:
Recreational Vehicles
Towables	$	173,390		7.6	$	137,111		7.2	$	36,279		26.5
Motorized		46,821		7.2		42,305		7.2		4,516		10.7
Total Recreational Vehicles		220,211		7.5		179,416		7.2		40,795		22.7
Corporate		(24,807)		—		(18,325)		—		(6,482)		(35.4)
Total	$	195,404		6.6	$	161,091		6.5	$	34,313		21.3

24

CONSOLIDATED

Consolidated net sales for the nine months ended April 30, 2015 increased $466,547, or 18.8%, compared to the nine months ended April 30, 2014. Consolidated gross profit increased $68,676, or 21.6%, compared to the nine months ended April 30, 2014. Consolidated gross profit was 13.1% of consolidated net sales for the nine months ended April 30, 2015 and 12.8% for the nine months ended April 30, 2014. Selling, general and administrative expenses for the nine months ended April 30, 2015 increased 21.6% compared to the nine months ended April 30, 2014. Income from continuing operations before income taxes for the nine months ended April 30, 2015 was $195,404, as compared to $161,091 for the nine months ended April 30, 2014, an increase of $34,313 or 21.3%. The reasons for the changes in net sales, gross profit, selling, general and administrative expenses and income before income taxes are addressed in the segment reporting that follows.

Corporate costs included in selling, general and administrative expenses increased $5,717 to $26,318 for the nine months ended April 30, 2015 compared to $20,601 for the nine months ended April 30, 2014. The increase is partially attributable to an increase of $1,832 related to the change in the portion of our actuarially determined worker’s compensation reserve recorded at the corporate level. This increase is largely due to the prior year period including a non-recurring favorable adjustment. Stock-based compensation also increased by $1,584 and bonuses increased by $1,103 in correlation with the increase in income from continuing operations before income taxes. In addition, expenses related to our Corporate repurchase reserve required for vehicle repurchase commitments has increased $875 due to increased dealer inventory levels and more repurchase activity this year compared to the prior year, which had unusually low activity.

Corporate interest income and other income and expense was $1,511 of income for the nine months ended April 30, 2015 compared to $2,276 of income for the nine months ended April 30, 2014. The $765 decrease is due to a decrease in overall interest income of $288, primarily due to reduced interest income on notes receivable as a result of lower note balances. In addition, the market value appreciation on the Company’s deferred compensation plan assets was $655 in the current year as compared to appreciation of $857 in the prior year, an unfavorable decrease of $202.

The overall effective income tax rate for the nine months ended April 30, 2015 was 31.9% compared with 32.5% for the nine months ended April 30, 2014. The primary reason for the decrease in the effective income tax rate was the retroactive reinstatement of the federal research and development credit and other credits that occurred during the nine months ended April 30, 2015. The effective income tax rates for the fiscal 2014 and fiscal 2015 periods were both impacted, to a similar extent, by various uncertain tax benefits that settled favorably.

25

Segment Reporting

TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the nine months ended April 30, 2015 vs. the nine months ended April 30, 2014:

	Nine Months Ended April 30, 2015		% of Segment Net Sales		Nine Months Ended April 30, 2014		% of Segment Net Sales		Change Amount			% Change
NET SALES:
Towables
Travel Trailers	$	1,166,208		50.8	$	924,510		48.8	$	241,698			26.1
Fifth Wheels		1,121,928		48.9		955,074		50.4		166,854			17.5
Other		6,090		0.3		16,480		0.8		(10,390	)		(63.0	)
Total Towables	$	2,294,226		100.0	$	1,896,064		100.0	$	398,162			21.0
	Nine Months Ended April 30, 2015		% of Segment Shipments		Nine Months Ended April 30, 2014		% of Segment Shipments		Change Amount			% Change
# OF UNITS:
Towables
Travel Trailers		59,073		69.0		45,330		65.2		13,743			30.3
Fifth Wheels		26,011		30.4		23,417		33.7		2,594			11.1
Other		575		0.6		820		1.1		(245	)		(29.9	)
Total Towables		85,659		100.0		69,567		100.0		16,092			23.1

	% Increase (Decrease)
Impact of Change in Mix and Price on Net Sales:
Towables
Travel Trailers		(4.2	)
Fifth Wheels		6.4
Other		(33.1	)
Total Towables		(2.1	)

The increase in total towables net sales of 21.0% compared to the prior year period resulted from a 23.1% increase in unit shipments and a 2.1% decrease in the impact of the change in the overall net price per unit. The overall industry increase in combined travel trailer and fifth wheel wholesale unit shipments for the nine months ended April 30, 2015 was 12.5% compared to the same period last year according to statistics published by RVIA.

The decrease in the overall net price per unit within the travel trailer product lines of 4.2% is primarily due to product mix, as sales in the current period include a higher concentration of entry-level to mid-level product lines as compared to the prior year period, which is partially attributable to recent acquisitions. The increase in the overall net price per unit within the fifth wheel product lines of 6.4% is primarily due to net price increases and changes in product mix since the comparable prior year period.

Cost of products sold increased $338,831 to $1,987,538, or 86.6% of towables net sales, for the nine months ended April 30, 2015 compared to $1,648,707, or 87.0% of towables net sales, for the nine months ended April 30, 2014. The change in material, labor, freight-out and warranty comprised $318,285 of the $338,831 increase in cost of products sold due to increased sales volume. Material, labor, freight-out and warranty as a combined percentage of towables net sales decreased slightly to 80.8% for the nine months ended April 30, 2015 compared to 81.0% for the nine months ended April 30, 2014. Total manufacturing overhead increased $20,546 with the increase in sales, but decreased as a percentage of towables net sales from 6.0% to 5.8%, as the increase in production resulted in better absorption of fixed overhead costs.

Towables gross profit increased $59,331 to $306,688, or 13.4% of towables net sales, for the nine months ended April 30, 2015 compared to $247,357, or 13.0% of towables net sales, for the nine months ended April 30, 2014. The $59,331 increase was primarily due to the increase in net sales noted above.

26

Selling, general and administrative expenses were $122,173, or 5.3% of towables net sales, for the nine months ended April 30, 2015 compared to $100,506, or 5.3% of towables net sales, for the nine months ended April 30, 2014. The primary reason for the $21,667 increase was increased towables net sales and towables income before income taxes, which caused related commissions, bonuses and other compensation to increase by $14,131. Sales related travel, advertising and promotional costs also increased $2,623 in correlation with the sales increase. Legal, professional and related settlement costs also increased $1,519, self-insured group insurance costs increased $946 and repurchase costs increased $678.

Towables income before income taxes was 7.6% of towables net sales for the nine months ended April 30, 2015 compared to 7.2% of towables net sales for the nine months ended April 30, 2014. The primary reason for this increase in percentage was the impact of the increase in towables net sales, which resulted in the decrease in the cost of products sold percentage noted above.

MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the nine months ended April 30, 2015 vs. the nine months ended April 30, 2014:

	Nine Months Ended April 30, 2015		% of Segment Net Sales		Nine Months Ended April 30, 2014		% of Segment Net Sales		Change Amount			% Change
NET SALES:
Motorized
Class A	$	387,801		59.3	$	332,428		56.7	$	55,373			16.7
Class C		207,754		31.7		202,717		34.6		5,037			2.5
Class B		58,882		9.0		50,907		8.7		7,975			15.7
Total Motorized	$	654,437		100.0	$	586,052		100.0	$	68,385			11.7
	Nine Months Ended April 30, 2015		% of Segment Shipments		Nine Months Ended April 30, 2014		% of Segment Shipments		Change Amount			% Change
# OF UNITS:
Motorized
Class A		4,323		52.5		3,554		47.8		769			21.6
Class C		3,408		41.4		3,432		46.2		(24	)		(0.7	)
Class B		505		6.1		446		6.0		59			13.2
Total Motorized		8,236		100.0		7,432		100.0		804			10.8

	% Increase (Decrease)
Impact of Change in Mix and Price on Net Sales:
Motorized
Class A		(4.9	)
Class C		3.2
Class B		2.5
Total Motorized		0.9

The increase in total motorized net sales of 11.7% compared to the prior year quarter resulted from a 10.8% increase in unit shipments and a 0.9% increase in the impact of the change in the overall net price per unit. The overall market increase in wholesale unit shipments of motorhomes was 8.4% for the nine months ended April 30, 2015 compared to the same period last year according to statistics published by RVIA.

The decrease in the overall net price per unit within the Class A product line of 4.9% is primarily due to a shift in the concentration of sales from the generally larger and more expensive diesel units to the more moderately priced gas units compared to the prior year period. Increasing sales from a newer line of innovative product offerings of smaller, more moderately priced units that still offer many of the same amenities as larger models also contributed to the decrease. The increase in the overall net price per unit within the Class C product line of 3.2% is primarily due to changes in product mix. Within the Class B product line, the increase in the overall net price per unit of 2.5% is due to a greater concentration of sales of higher priced models and net price increases.

27

Cost of products sold increased $59,040 to $574,859, or 87.8% of motorized net sales, for the nine months ended April 30, 2015 compared to $515,819, or 88.0% of motorized net sales, for the nine months ended April 30, 2014. The change in material, labor, freight-out and warranty comprised $55,459 of the $59,040 increase due to increased sales volume. Material, labor, freight-out and warranty as a combined percentage of motorized net sales decreased slightly to 83.3% compared to 83.6% for the prior year period. Total manufacturing overhead increased $3,581 with the increase in sales volume and increased as a percentage of motorized net sales from 4.4% to 4.5%. The increase in percentage is primarily due to increased percentages in facility related costs as a result of facility expansions since the prior year period.

Motorized gross profit increased $9,345 to $79,578, or 12.2% of motorized net sales, for the nine months ended April 30, 2015 compared to $70,233, or 12.0% of motorized net sales, for the nine months ended April 30, 2014. The $9,345 increase in gross profit was due primarily to the impact of the 10.8% increase in unit sales volume noted above.

Selling, general and administrative expenses were $32,740, or 5.0% of motorized net sales, for the nine months ended April 30, 2015 compared to $27,953, or 4.8% of motorized net sales, for the nine months ended April 30, 2014. The primary reason for the $4,787 increase was increased motorized net sales and motorized income before income taxes, which caused related commissions, bonuses and other compensation to increase by $3,393. Sales related travel, advertising and promotion costs also increased $662 in correlation with the increase in sales.

Motorized income before income taxes was 7.2% of motorized net sales for both the nine months ended April 30, 2015 and the nine months ended April 30, 2014.

Financial Condition and Liquidity

As of April 30, 2015, we had $259,418 in cash and cash equivalents compared to $289,336 on July 31, 2014. The components of this $29,918 decrease in cash and cash equivalents are described in more detail below, but the decrease is primarily attributable to cash provided by operations of $91,394, less $43,237 paid for dividends, $49,265 of net cash related to the acquisitions of the KZ and CRV/DRV recreational vehicle businesses and $29,014 paid for capital expenditures.

Working capital at April 30, 2015 was $526,223 compared to $473,334 at July 31, 2014. Capital expenditures of $29,014 for the nine months ended April 30, 2015 were made primarily for land and production building additions and improvements, as well as replacing machinery and equipment used in the ordinary course of business.

We believe our cash and cash equivalents on hand and funds generated from operations will be sufficient to fund expected future operational requirements, as well as the subsequent events discussed in Note 16 to the Condensed Consolidated Financial Statements related to the acquisition of Postle and the May 15, 2015 share repurchase. We have relied on internally generated cash flows from operations to finance substantially all our growth. We may, however, consider debt to make an acquisition.

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

In regard to supporting and growing our business, we anticipate additional capital expenditures in fiscal 2015 of approximately $15,000, primarily for expanding our recreational vehicle facilities and replacing and upgrading machinery, equipment and other assets to be used in the ordinary course of business. We may also consider additional strategic growth acquisitions that complement or expand our ongoing RV operations.

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

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

Operating Activities

Net cash provided by operating activities for the nine months ended April 30, 2015 was $91,394 as compared to net cash used in operating activities of $33,550 for the nine months ended April 30, 2014. For the nine months ended April 30, 2015, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles, impairment charges, deferred income tax provision (benefit), gain on disposal of bus business and stock-based compensation) resulted in $154,531 of operating cash. The changes in working capital used $63,137 of operating cash during that period, primarily due to seasonal increases in accounts receivable and inventory in correlation with the increase in current sales and production levels.

28

For the nine months ended April 30, 2014, net income adjusted for non-cash items resulted in $129,153 of operating cash. Changes in working capital used $162,703 during that period, primarily due to a larger than usual increase in accounts receivable. This increase correlated with the seasonal increase in sales, but was also due to longer than usual delays in delivering units to dealers as a result of an elevated shortage of transportation company drivers during that time period. In addition, there was a seasonal increase in inventory correlating with the increase in sales, backlog and production levels.

Investing Activities

Net cash used in investing activities for the nine months ended April 30, 2015 was $76,768, primarily due to cash paid of $46,350 (net of cash acquired) for the acquisition of the CRV and DRV towable recreational vehicle businesses, a final purchase price adjustment payment of $2,915 related to the fiscal 2014 acquisition of the KZ towable recreational vehicle business and capital expenditures of $29,014.

Net cash provided by investing activities for the nine months ended April 30, 2014 was $5,906, primarily due to $105,043 in cash consideration received from the sale of the bus business and $6,425 in proceeds received on notes receivable, partially offset by $53,405 transferred to a restricted cash account related to the then pending KZ business acquisition, $16,769 and $16,914 of net cash consideration paid for the acquisitions of the Livin’ Lite and Bison recreational vehicle businesses, respectively, and capital expenditures of $19,431.

Financing Activities

Net cash used in financing activities for the nine months ended April 30, 2015 was $44,544, primarily for regular quarterly cash dividend payments of $0.27 per share for each of the first three quarters of fiscal 2015 totaling $43,237.

Net cash used in financing activities of $88,021 for the nine months ended April 30, 2014 was also primarily for cash dividend payments of $90,057. The Company paid a regular quarterly $0.23 per share dividend in each of the first three quarters of fiscal 2014 totaling $36,767 and a special $1.00 per share dividend in November 2013 of $53,290.

The Company increased its previous regular quarterly dividend of $0.23 per share to $0.27 per share in October 2014. In October 2013, the Company increased its previous regular quarterly dividend of $0.18 per share to $0.23 per share.

Accounting Pronouncements

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

ITEM 4. CONTROLS AND PROCEDURES

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

During the quarter ended April 30, 2015, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

29

PART II – Other Information

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A.    RISK FACTORS

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

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

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

Business acquisitions pose integration risks

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

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

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

• The assimilation and retention of employees;

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

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

• Potential loss of existing customers; and

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

Commodity price fluctuations

Commodity costs, including aluminum which is utilized extensively by our wholly owned subsidiary Postle that was acquired subsequent to April 30, 2015, are subject to price fluctuations outside of our control. The price of aluminum is typically influenced by macroeconomic factors, global supply and demand of aluminum (including expectations for growth and contraction and the level of global inventories), and the level of activity by financial investors. In addition, the price of aluminum is influenced by the supply of and demand for metal in a particular region and associated transportation costs. Similarly, other commodity prices such as steel are also subject to price fluctuations outside of our control. Pricing changes for aluminum and steel, and the level of aluminum and steel inventory maintained by the Company, may ultimately impact gross margins.

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ITEM 6. EXHIBITS

Exhibit	Description
10.1	Membership Interest Purchase Agreement, dated May 1, 2015, by and among Thor Industries, Inc. and Postle Aluminum Company, LLC*
10.2	Stock repurchase agreement, dated as of May 15, 2015, by and between Thor Industries, Inc. and The Thompson Family Foundation, Inc.
31.1	Chief Executive Officer’s Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Chief Financial Officer’s Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Chief Executive Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Chief Financial Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

Attached as Exhibits 101 to this report are the following financial statements from the Company’s Quarterly report on Form 10-Q for the quarter ended April 30, 2015 formatted in XBRL (“eXtensible Business Reporting Language”): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) related notes to these financial statements.

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

31

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: June 4, 2015	/s/ Robert W. Martin
	Robert W. Martin
	President and Chief Executive Officer
DATE: June 4, 2015	/s/ Colleen Zuhl
	Colleen Zuhl
	Vice President and Chief Financial Officer

32

EX-10.1

Exhibit 10.1

EXECUTION VERSION

MEMBERSHIP INTEREST PURCHASE AGREEMENT

BY AND AMONG

THOR INDUSTRIES, INC.

AND

POSTLE ALUMINUM COMPANY, LLC

MAY 1, 2015

MEMBERSHIP INTEREST PURCHASE AGREEMENT

TABLE OF CONTENTS

ARTICLE 1.     THE TRANSACTION	1
Section 1.1 Purchase and Sale of Company Interests	1
Section 1.2 Purchase Price	1
Section 1.3 Target Net Assets	2
Section 1.4 Purchase Price Adjustment; Cash Balance Adjustment	2
Section 1.5 Escrow	5
Section 1.6 The Closing	5
Section 1.7 [Intentionally Omitted]	5
ARTICLE 2.     REPRESENTATIONS AND WARRANTIES OF THE SELLER	6
Section 2.1 Organization, Qualification, and Limited Liability Company Power	6
Section 2.2 Capitalization and Ownership	6
Section 2.3 Authority	6
Section 2.4 Non-contravention; Consents and Approvals	7
Section 2.5 Equity Investments	7
Section 2.6 Financial Statements	7
Section 2.7 Tangible Property	8
Section 2.8 Condition of Tangible Property	8
Section 2.9 Absence of Material Adverse Changes, Etc.	8
Section 2.10 No Undisclosed Liabilities	8
Section 2.11 Tax Matters	8
Section 2.12 Intellectual Property	11
Section 2.13 Contracts; No Defaults	11
Section 2.14 Proceedings	12
Section 2.15 Labor and Employment Matters	12
Section 2.16 Employee Benefits	13
Section 2.17 Environmental Matters	14
Section 2.18 Legal Compliance	16
Section 2.19 Permits	16
Section 2.20 Insurance	16
Section 2.21 Customers and Suppliers	16
Section 2.22 Brokers’ Fees	16
Section 2.23 Book and Records; Bank Accounts	16
Section 2.24 Certain Business Relationships with the Company	17
Section 2.25 Recalls and Defects	17
Section 2.26 Legal Employees	17
Section 2.27 Leased Equipment	17
Section 2.28 Indebtedness	17
Section 2.29 No Change in Control Payments	17
ARTICLE 3.     REPRESENTATIONS AND WARRANTIES OF THE BUYER	17
Section 3.1 Organization	17
Section 3.2 Authorization of Transaction	17

MEMBERSHIP INTEREST PURCHASE AGREEMENT

Section 3.3 Noncontravention	18
Section 3.4 Broker’s Fees	18
Section 3.5 Litigation	18
Section 3.6 Investment Intent	18
Section 3.7 Solvency	18
ARTICLE 4.     INDEMNIFICATION	19
Section 4.1 Indemnification by the Seller	19
Section 4.2 Indemnification by the Buyer	19
Section 4.3 Claims for Indemnification	19
Section 4.4 Survival	21
Section 4.5 Limitations	21
Section 4.6 Manner of Payment	21
Section 4.7 Remedies	21
ARTICLE 5.     TAX MATTERS	22
Section 5.1 Tax Indemnification	22
Section 5.2 Straddle Period	22
Section 5.3 Responsibility for Filing Tax Returns	23
Section 5.4 Refunds and Tax Benefits	23
Section 5.5 Cooperation on Tax Matters; Tax Audits	24
Section 5.6 Certain Taxes and Fees	25
ARTICLE 6.     FURTHER AGREEMENTS	25
Section 6.1 Access to Information; Record Retention; Cooperation	25
Section 6.2 Further Assurances	26
Section 6.3 Employee Matters	26
Section 6.4 Director and Officer Insurance	27
ARTICLE 7.     MISCELLANEOUS	28
Section 7.1 Definitions and Usage	28
Section 7.2 Press Releases and Announcements	31
Section 7.3 No Third-Party Beneficiaries	31
Section 7.4 Action to be Taken by Affiliates	32
Section 7.5 Entire Agreement	32
Section 7.6 Succession and Assignment	32
Section 7.7 Counterparts; Facsimile Signatures	32
Section 7.8 Headings	32
Section 7.9 Notices	32
Section 7.10 Governing Law	33
Section 7.11 Amendments and Waivers	33
Section 7.12 Severability	33
Section 7.13 Expenses	34
Section 7.14 Specific Performance	34
Section 7.15 Incorporation of Exhibits, Schedules, and Attachments	34
Section 7.16 Submission to Jurisdiction	34

MEMBERSHIP INTEREST PURCHASE AGREEMENT 2

MEMBERSHIP INTEREST PURCHASE AGREEMENT

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (the “Agreement”) is dated as of May 1, 2015, by and among Thor Industries, Inc., a Delaware corporation (the “Buyer”), and Postle Aluminum Company, LLC, a Delaware limited liability company (the “Seller”). The Buyer and the Seller are sometimes respectively referred to as “Party”, and collectively referred to as the “Parties.” Capitalized terms used in this Agreement and not otherwise defined are defined in Section 7.1.

RECITALS

1.        The Seller is the sole owner of Postle Operating, LLC, an entity that extrudes aluminum and distributes aluminum extrusions and steel parts (the “Business”).

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

3.        The Seller further agrees to assign to the Buyer certain other rights and interests, including, but not limited to, the rights in the name “Postle” and any other intangible rights owned by the Seller.

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

Article 1.      THE TRANSACTION

Section 1.1 Purchase and Sale of Company Interests; Other Actions. On the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Seller shall sell, transfer, convey, assign, and deliver to the Buyer, and the Buyer shall purchase, acquire, and accept from the Seller, the Company Interests. Immediately prior to the Closing, the Seller shall assign and transfer to the Company: (a) the Employee Non-Competes; (b) all other contracts, rights and other general intangibles owned or held by Seller and used in the Business; and (c) all of the issued and outstanding membership interests of Postle Real Estate, LLC, a Delaware limited liability company (together, the “Assignments”). At the Closing, the Seller shall deliver to the Buyer evidence that the Assignments have been consummated, in form and substance reasonably satisfactory to Buyer.

Section 1.2 Purchase Price. The purchase price to be paid by the Buyer to the Seller by electronic wire to be released prior to 10:00 a.m. on the Closing Date for the Company Interests shall be One Hundred Forty Million Dollars ($140,000,000.00) (the “Closing Purchase Price). The Closing Purchase Price shall be subject to adjustment as set forth in Section 1.4 below (as adjusted, the “Purchase Price”). At Closing, One Hundred Thirty-Five Million Dollars ($135,000,000.00) of the Closing Purchase Price, plus the amount of the Estimated Cash Balance

MEMBERSHIP INTEREST PURCHASE AGREEMENT 1

(which may be a positive or a negative number) (the “Cash Payment”) shall be paid by the Buyer by wire transfer to the accounts designated by the Seller in Exhibit 1.2 hereof and Five Million Dollars ($5,000,000.00) of the Closing Purchase Price (the “Escrow Amount”) shall be paid by the Buyer to JP Morgan Chase Bank, N.A. (the “Escrow Agent”) to be held pursuant to the provisions of Section 1.5 (the “Escrow”).

Section 1.3 Target Net Assets. The Target Net Assets shall be Forty-Four Million Six Hundred Thirty-Three Thousand Six Hundred Thirty-Five Dollars ($44,633,635.00) (the “Target Net Assets”). Net Assets were, and for the post-closing adjustment shall be, determined and calculated using the practices, policies and methodologies described on the attached Exhibit 1.3. To the extent that Exhibit 1.3 does not address any procedure necessary for the post-closing adjustment, then such procedures shall be determined using the past practices of the Seller provided that such practices are in accordance with GAAP. To the extent that such past practices are not consistent with GAAP, then GAAP shall govern.

Section 1.4 Purchase Price Adjustment; Cash Balance Adjustment.

(a)        The Seller shall deliver to the Buyer the Seller’s good faith estimate of (i) the Net Assets (the “Estimated Net Assets”) on or before April 27, 2015, and (ii) the Actual Cash Balance (the “Estimated Cash Balance”) at least two (2) days prior to the Closing, in each case, as of the Effective Time, along with the Seller’s backup for Estimated Net Assets and Estimated Cash Balance and any additional related materials as the Buyer may reasonably request. The Cash Payment shall be (i) increased dollar-for-dollar by the amount by which the Estimated Net Assets exceeds the Target Net Assets or (ii) decreased dollar-for-dollar by the amount by which the Estimated Net Assets is less than the Target Net Assets.

(b)        As promptly as practicable, but no later than sixty (60) days after the Closing Date, the Seller will cause to be prepared and delivered to the Buyer a certificate (the “Closing Certificate”) setting forth the Seller’s calculation of the Net Assets as of the Effective Time (the “Closing Net Assets”) and the Actual Cash Balance, which, as applicable, shall be prepared in accordance with the practices outlined in Section 1.3. The Closing Certificate shall present fairly in all Material respects the Net Assets of the Company and the Actual Cash Balance as of the Effective Time. The Buyer and the Company will assist the Seller in the preparation of the Closing Certificate and will provide the Seller and the Seller’s independent accountants and other representatives access at all reasonable times to the Company’s personnel and properties, books, and records for such purpose. The Buyer shall have thirty (30) days from the date on which the Closing Certificate is due or delivered to Buyer, whichever is later, to review the certificate (the “Review Period”). The Buyer and its accountants and/or other representatives shall be provided with customary access to the work papers of the Seller and its accountants in connection with such review, subject to the execution of customary confidentiality and other undertakings. If the Buyer disagrees in any respect with any item or amount shown or reflected in the Closing Certificate or with the calculation of the Closing Net Assets and/or the Actual Cash Balance, the Buyer may, on or prior to the last day of the Review Period, deliver a notice to the Seller setting forth, in reasonable detail, each disputed item or amount the (“Disputed Items”) and the basis for the Buyer’s disagreement therewith (the “Dispute Notice”). The Dispute Notice shall set forth, in reasonable detail the Buyer’s position as to the proper Closing Net Assets and Actual

MEMBERSHIP INTEREST PURCHASE AGREEMENT 2

Cash Balance. If no Dispute Notice is received by the Seller on or prior to the last day of the Review Period, the Closing Certificate shall be deemed accepted by the Buyer, whereupon (i) the Closing Net Assets reflected on the Closing Certificate shall be deemed to be the “Final Net Assets,” (ii) the Actual Cash Balance shall be deemed final, and (iii) the Buyer or the Seller, as the case may be, will pay to the other Party the amounts owing in accordance with Section 1.4(e) hereof. In the event that the Buyer timely delivers a Dispute Notice to the Seller, the Buyer or the Seller, as the case may be, will pay to the other Party any undisputed portion of the amount determined under Section 1.4(b) (the “Undisputed Amount”). Unless otherwise agreed, all Undisputed Amounts shall be paid on the 5^th Business Day following the expiration of the Review Period or the 5^th Business Day after the Parties agree that any item is an Undisputed Amount, whichever date is later.

(c)        For fourteen (14) days after the Seller’s receipt of a Dispute Notice, if any, the Parties shall endeavor in good faith to resolve by mutual agreement all Disputed Items. In the event that the Parties are unable to resolve by mutual agreement all Disputed Items within such 14-day period, the Buyer and the Seller hereby agree that they shall engage RSM McGladrey LLP or such other firm as the parties may mutually agree upon in writing (the “Independent Accounting Firm”) to resolve the remaining Disputed Items. The Seller and the Buyer shall submit the remaining Disputed Items, together with such arguments as either of them choose to make in support of only the Disputed Items, in writing to the Independent Accounting Firm within twenty (20) days after the Independent Accounting Firm’s engagement or such longer period as mutually agreed to by the Parties.

(d)        The Seller and the Buyer shall use commercially reasonable efforts to cause the Independent Accounting Firm to resolve the remaining Disputed Items based upon the materials submitted to it pursuant to the last sentence of Section 1.4(c) within thirty (30) days following the submission of such materials. The Independent Accounting Firm shall determine, based solely on presentations by the Seller and the Buyer, and not by independent review, only those unresolved issues in dispute specifically set forth in the Dispute Notice and shall render a written report to the Seller and the Buyer (the “Adjustment Report”) in which the Independent Accounting Firm shall, after considering all unresolved matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the Closing Certificate solely as to the unresolved Disputed Items and shall determine the appropriate Final Net Assets and Actual Cash Balance on that basis. The Adjustment Report shall set forth, in reasonable detail, the Independent Accounting Firm’s determination with respect to each of the remaining Disputed Items or other unresolved amounts specified in the Dispute Notice, and the revisions, if any, to be made to the Closing Certificate and the Closing Net Assets, together with supporting calculations. In resolving any Disputed Item, the Independent Accounting Firm: (i) shall be bound to the principles of this Agreement, including those stated in this Section 1.4, (ii) shall limit its review to unresolved matters specifically set forth in the Dispute Notice, and (iii) shall not assign a value to any item higher than the highest value for such item claimed by either Party or less than the lowest value for such item claimed by either Party. The costs and fees related to such determination by the Independent Accounting Firm, including the costs relating to any negotiations with the Independent Accounting Firm with respect to the terms and conditions of such

MEMBERSHIP INTEREST PURCHASE AGREEMENT 3

Independent Accounting Firm’s engagement, will be paid by the Buyer and the Seller on an inversely proportional basis, based upon the relative portions of the Disputed Items that have been submitted to the Independent Accounting Firm for resolution that ultimately are awarded in favor of the Buyer and the Seller (e.g., if $100,000 is in dispute, and of that amount the Independent Accounting Firm awards $75,000 in favor of the Buyer and $25,000 in favor of the Seller, then the Buyer will be responsible for 25%, and the Seller 75%, of the costs and fees), which proportionate allocation will also be determined by the Independent Accounting Firm and be included in the Adjustment Report. The Adjustment Report, absent fraud, shall be final and binding upon the Buyer and the Seller, shall be deemed a final arbitration award that is binding on each of the Buyer and the Seller, and no Party shall seek further recourse to courts, other tribunals or otherwise, other than to enforce to the Adjustment Report. Judgment may be entered to enforce the Adjustment Report in any court of competent jurisdiction.

(e)        Effective upon the end of the Review Period (if a timely Dispute Notice is not delivered), or upon the resolution of all Disputed Items by mutual agreement of the Parties or by the issuance of the Adjustment Report (if a timely Dispute Notice is delivered):

(i)        the Closing Purchase Price shall be (A) increased dollar-for-dollar by the amount by which the Final Net Assets exceeds the Estimated Net Assets or (B) decreased dollar-for-dollar by the amount by which the Final Net Assets is less than the Estimated Net Assets.

(ii)        The Buyer shall be obligated to pay the Seller the amount by which the Actual Cash Balance exceeds the Estimated Cash Balance or the Seller shall be obligated to pay the Buyer the amount by which the Actual Cash Balance is less than the Estimated Cash Balance.

(iii)        Any payment due as a result of an adjustment to the Closing Purchase Price or the Actual Cash Balance pursuant to this Section 1.4 shall be paid by the Buyer or the Seller, as the case may be, as follows:

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

(B)        if a timely Dispute Notice is delivered, (1) with respect to Undisputed Amounts paid pursuant to the last sentence of Section 1.4(b), on the fifth (5th) Business Day following the delivery of a Dispute Notice to the Seller, and (2) on the fifth (5th) Business Day following the resolution of all Disputed Items by mutual agreement of the Parties or on the fifth (5th) Business Day following the date on which the Adjustment Report has been received by the Seller and the Buyer less any payment made by the Buyer or the Seller, as the case may be, as described in (1) under this Section 1.4(e)(iii)(B).

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

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(f)        Immediately following the Closing, the Company shall commence a complete physical identification of its inventory and count thereof as of the Closing. The Seller and the Buyer, and each of their respective representatives and accountants, shall be entitled (i) to have unrestricted access to observe, and make inquiries with regard to, the foregoing inventory count, and (ii) to test and sample such inventory during the course of such inventory count. Any disagreement between the Parties with respect to the inventory count, but not the value of such inventory, shall be resolved at the time of the inventory count, subject to the ability of the Seller to provide an inventory count listing as of the end of the inventory count procedures on that date. This inventory count will be utilized by the Parties in the determination of the Closing Net Assets. The Buyer and the Seller agree to use their commercially reasonable efforts to adjust any inventory count that is, or appears to be, incorrect based on a review of the inventory compilation prepared by the Company utilizing the counts from the inventory count procedures. Such count shall not prejudice any Party’s ability to set, dispute or adjust the value of such inventory in connection with the calculation of the Final Net Assets.

Section 1.5 Escrow. Prior to 10:00 a.m. on the Closing Date, the Buyer shall deliver by electronic wire in an amount equal to the Escrow Amount to the Escrow Agent for deposit into an escrow account (the “Escrow Account”) established pursuant to the terms of an escrow agreement in the form attached to this Agreement as Exhibit 1.5 among the Buyer, the Seller, and the Escrow Agent (the “Escrow Agreement”). The Escrow Amount shall be held in an interest-bearing account pursuant to the Escrow Agreement and, together with all income earned thereon, will serve as security to satisfy claims for indemnity pursuant to Article 4 and any other obligations of the Seller allowable under this Agreement. The Escrow Amount shall be disbursed in accordance with the Escrow Agreement.

Section 1.6 The Closing.

(a)        The closing of the purchase and sale of the Company Interests contemplated herein (the “Closing”) shall take place at Thor Industries, Inc., 601 East Beardsley, Elkhart, IN, on May 1, 2015, or at such place or other date as the Parties may mutually agree in writing (the “Closing Date”). The Closing shall be deemed effective as of 12:01 a.m. on the Closing Date (the “Effective Time”).

(b)        At the Closing:

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

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

(iii)        the Seller shall deliver (or shall cause to be delivered) to the Buyer the minute books, ledgers and registers, corporate seals, and other similar corporate records of the Company; and

(iv)        the Buyer shall deliver the Cash Payment and the Escrow Amount as specified in Section 1.2.

Section 1.7 [Intentionally Omitted].

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Article 2.       REPRESENTATIONSAND WARRANTIESOF THE SELLER

The Seller represents and warrants to the Buyer as follows:

Section 2.1 Organization, Qualification, and Limited Liability Company Power.

(a)        The Seller and the Company are limited liability companies duly organized, validly existing and in good standing under the laws of the State of Delaware, and they are duly qualified to conduct business in the jurisdictions set forth on Section 2.1(a) of the Disclosure Schedule. Each of the Seller and the Company have all requisite limited liability company power and authority to carry on the business in which it is now engaged and to own and/or lease and use the properties now owned and/or leased and used by it.

(b)        The Seller has made available to the Buyer correct and complete copies of the Organizational Documents of the Seller and the Company (as amended to date) and has made available to the Buyer the minute books and membership interest records of the Company.

Section 2.2 Capitalization and Ownership.

(a)        The Seller owns all of the issued and outstanding Membership Interests of the Company, which Membership Interests constitute the Company Interests.

(b)        All of the Company Interests are duly authorized, validly issued and fully paid, Membership Interests of the Company. There are no outstanding or authorized securities convertible into, exchangeable for, or carrying the right to acquire equity securities of the Company or any subscriptions, warrants, options, rights (including preemptive rights), or other arrangements or commitments obligating the Company to issue or dispose of any of its securities or any ownership interest therein. The Seller holds of record and owns beneficially all of the Company Interests, free and clear of any Taxes, liens, options, warrants, purchase rights, contracts, commitments, equities, charges, claims, pledges, voting trusts, voting agreements, proxies, security holder or similar agreements, encumbrances, or restrictions on transfer (other than applicable securities law restrictions) (“Ownership Encumbrances”), other than those restrictions on transfers, if any, contained in the Company’s Organizational Documents and set forth on Section 2.2(b) of the Disclosure Schedule. The consummation of the transactions contemplated hereby will not cause any Encumbrance to be created or suffered upon the Company Interests, other than Ownership Encumbrances created or suffered by the Buyer.

Section 2.3 Authority. The Seller has all requisite limited liability company power, authority and capacity to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement and such other agreements and instruments contemplated hereby have been, or will be on the Closing Date, duly and validly executed and delivered by the Seller and constitute (or will constitute on the Closing Date), assuming the due authorization, execution, and delivery by the other parties thereto, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms, except that such enforcement may be subject to or limited by (a) the effect of applicable bankruptcy, insolvency, reorganization, moratorium, and similar Legal Requirements related to or affecting the rights of

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creditors generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding of law or in equity).

Section 2.4 Non-contravention; Consents and Approvals.

(a)        Except as set forth in Section 2.4 of the Disclosure Schedule or in the case of (ii) and (v) of this Section 2.4(a), any conflict, Breach, default, right, requirement or violation which would not, individually or in the aggregate, be Material to the Company, neither the execution and delivery of this Agreement by the Seller, nor the consummation by the Seller of the transactions contemplated hereby, will (i) conflict with or violate any provision of the Organizational Documents of the Company, (ii) conflict with, result in a Breach of, constitute (with or without due notice or lapse of time) a default under, result in the loss of benefit under, result in the acceleration of, create in any Person the right to accelerate, terminate, modify or cancel, or require any notice, consent, or waiver under, any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, Encumbrance (as hereinafter defined), or other arrangement to which any of the Seller or the Company is a party or by which the Seller or the Company is bound or to which any of their respective assets is subject, (iii) result in the imposition of any Encumbrance upon the Company Interests, (iv) result in the imposition of any Encumbrance upon any assets of the Company, or (v) assuming the filings, registrations, notifications, authorizations, consents, and approvals referred to in Section 2.4(b) hereof have been obtained or made, as the case may be, violate any Legal Requirement applicable to any of the Seller or the Company.

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

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

Section 2.6 Financial Statements. The Seller has delivered to the Buyer true, complete and correct copies of (i) Seller’s audited balance sheet for the year ended December 31, 2014 (the “December 31, 2014 Balance Sheet”) and the related audited statements of income and cash flows for the year then ended, including any notes thereto (the “Annual Income Statement” and together with the December 31, 2014 Balance Sheet, the “Annual Financial Statements”), and (ii) the Seller’s internally-prepared balance sheet and statement of income for the three (3) months ended as of March 31, 2015 (the “Interim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements”). The Financial Statements are true, complete, and correct in all Material respects as of the respective dates and for the respective periods stated above, fairly present the properties, assets, liabilities, financial

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condition, net worth and results of operations of the Seller and the Company, and except for the absence of notes with respect to the Interim Financial Statements, have been prepared pursuant to and in accordance with GAAP applied on a consistent basis.

Section 2.7 Tangible Property. Except as set forth on Section 2.7-1 of the Disclosure Schedule, the Company owns or leases all buildings, plants, structures, machines, equipment, and other tangible property reflected on the December 31, 2014 Balance Sheet or otherwise used by the Company in the conduct of the Business as presently conducted (other than property sold, consumed, or otherwise disposed of in the Ordinary Course of Business since the date of the December 31, 2014 Balance Sheet) (the “Tangible Property”), free and clear of all Encumbrances, except for Encumbrances listed on Section 2.7-2 of the Disclosure Schedule.

Section 2.8 Condition of Tangible Property. Except as would not be Material to the Company or the Business, the Tangible Property is (a) in operating condition and repair and free from Material defects (ordinary wear and tear excepted), and (b) adequate for the uses to which the Tangible Property is being used at Closing. None of the Tangible Property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs or repairs that would not be Material to the Company or the Business. Prior to Closing, the Seller and/or the Company completed all ordinary, routine maintenance and repairs in accordance with the Company’s historical maintenance schedule. The Tangible Property is sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted by the Company prior to the Closing.

Section 2.9 Absence of Material Adverse Changes, Etc. From the date of the December 31, 2014 Balance Sheet until the date hereof, there have not been any events that have resulted in or could reasonably be expected to result in a Material Adverse Effect.

Section 2.10 No Undisclosed Liabilities. Except as set forth in Section 2.10 of the Disclosure Schedule, the Company does not have any liability, contingent or otherwise, of the type or nature that would be required to be disclosed on a balance sheet or in footnotes related to a balance sheet prepared in accordance with GAAP except for (a) liabilities shown on the December 31, 2014 Balance Sheet, (b) liabilities of the type reflected on the December 31, 2014 Balance Sheet which have arisen since the date of the December 31, 2014 Balance Sheet in the Ordinary Course of Business, or (c) contractual liabilities (other than liabilities arising as a result of a default thereunder) incurred in the Ordinary Course of Business.

Section 2.11 Tax Matters.

(a)        For purposes of this Agreement, “Taxes” (including with correlative meaning “Tax”) shall mean: (i) any and all taxes, and any and all other charges, fees, levies, duties, deficiencies, customs, or other similar assessments or liabilities in the nature of a tax, including without limitation any income, gross receipts, ad valorem, net worth, premium, value-added, alternative or add-on minimum, excise, severance, stamp, occupation, windfall profits, real property, personal property, assets, sales, use, capital stock, capital gains, documentary, recapture, transfer, transfer gains, estimated, withholding, employment, unemployment insurance, unemployment compensation, social security, business license, business organization, environmental, payroll, profits, license, lease, service, service use, gains, franchise, and other taxes imposed by any Governmental Authority; (ii) any interest, fines, penalties, assessments, or additions

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resulting from, attributable to, or incurred in connection with any items described in this paragraph or any contest or dispute thereof; and (iii) any items described in this Section 2.11(a) that are attributable to another Person but that the Company is liable to pay by Legal Requirement or contract the substance of which includes the allocation of Taxes. For purposes of this Agreement, “Tax Returns” means any and all reports, returns, declarations, statements, forms, or other information supplied to a Taxing Authority (as defined below). For purposes of this Agreement, “Taxing Authority” means any applicable Governmental Authority responsible for the imposition of Taxes.

(b)        Each of the Company and the Seller has always filed federal and state income tax returns as a partnership or has been disregarded as a separate entity and has never filed an election to be characterized as a corporation for federal tax purposes.

(c)        For all open periods under the applicable statute of limitations, the Seller and Company have timely filed all Tax Returns of the type and in the jurisdictions identified in Schedule 2.11(c) of the Disclosure Schedule. Except as set forth on Section 2.11(c) of the Disclosure Schedule, all such Tax Returns were correct and complete in all Material respects and were prepared in substantial compliance with all applicable Legal Requirements and all Taxes shown to be due and owing by the Seller and/or the Company on any such Tax Return have been paid timely. There are no outstanding waivers or comparable consents regarding the application of the statute of limitations with respect to any Tax Returns that have been given by or on behalf of the Seller and/or the Company. There are no liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of the Seller and/or the Company.

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

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

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

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

(h)        The Company is not a party to any tax sharing agreement, and the Company is not currently under any obligation to pay any amounts as a result of having been a party to such an agreement, regardless of whether such tax is imposed on the Company.

(i)        The Company is in compliance with, and its records contain all information and documents (including properly completed IRS Forms W-9) necessary to comply with, all applicable information reporting and Tax withholding requirements under applicable Tax related Legal Requirements.

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

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

(l)        The Company has never had a permanent establishment in any non-U.S. country that has in effect a tax treaty with the United States or engaged in a trade or business in any other non-U.S. country that subjected it to Tax in such country.

(m)        All individuals working for the Company have been properly classified as employees or independent contractors.

(n)        The Company maintains on file such reseller sales tax certificates as are required by Legal Requirements to be maintained for customers for which sales tax was not collected.

(o)        The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:

(i)        change in method of accounting for a taxable period ending on or prior to the Closing Date pursuant to Code Section 481(a);

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

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

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

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(v)        except as set forth on Section 2.11(o)(v) of the Disclosure Schedule, discharge of indebtedness income pursuant to Code Section 108(i).

Section 2.12 Intellectual Property.

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

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

(c)        To the knowledge of Seller, the operation of the Business as currently conducted does not infringe, misappropriate, or otherwise conflict with any intellectual property rights of any third party and no third party has infringed, misappropriated, or otherwise conflicted with any of the Company Intellectual Property.

Section 2.13 Contracts; No Defaults.

(a)        Schedule 2.13(a) of the Disclosure Schedules identifies each of the following Contracts to which the Company or the Seller (that relates to the Business) is a party: (i) the performance of services or delivery of goods or materials by Company, including for the sale of inventory at committed quantities or at committed prices, the performance of which involves consideration in excess of $100,000, other than purchase orders received in the Ordinary Course of Business; (ii) the performance of services or delivery of goods or materials to Company, including any purchase at a committed quantity or at a committed price, the performance of which involves consideration in excess of $100,000, other than purchase orders issued in the Ordinary Course of Business; (iii) for borrowed money, other than trade debt incurred by Company in the Ordinary Course of Business; (iv) the lease, license, installment, and conditional sales affecting the ownership of, leasing of, title to, or use of any personal property with annual payments in excess of $100,000; (v) licensing with respect to Company Intellectual Property to which Company is a party other than commercially available software; (vi) joint venture or partnership or other similar arrangement involving a sharing of profits, losses, costs, or liabilities by Company with any other Person; (vii) capital expenditures in excess of $100,000; (viii) guaranty with respect to performance of any other Person by Company; (ix) profit sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other plan or arrangement for the benefit of the current or former directors, officers, and employees of the Company; (x) collective bargaining agreements; (xi) for the employment of any individual on a full-time, part-time, consulting, or other basis providing annual compensation in excess of $75,000 or providing severance benefits; (xii) under which Company has advanced or loaned any amount to its directors, officers, and employees; (xiii) the subject matter of which is confidentiality or non-competition except that which may be implied by law, including

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the Employee Non-Competes; (xiv) any lease agreements with respect to real property, including with respect to the Leased Real Property; (xv) other agreement that is not in the Ordinary Course of the operations of the Company that involves any transaction greater than $25,000 in value; (xvi) the Employee Non-Competes; and (xvii) each amendment in respect of any of the foregoing.

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

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

Section 2.14 Proceedings. Except as set forth on Section 2.14 of the Disclosure Schedule, there is no (a) unsatisfied or unpaid judgment, order, or decree applicable to the Company, (b) outstanding injunction or stipulation applicable to the Company, or (c) action, suit, proceeding, claim, demand, hearing, indictment, or investigation (each, a “Proceeding”) pending in which the Company is a party or, to the Seller’s or the Company’s Knowledge, threatened, by, against, or involving the Company or any of the assets owned or used by the Company.

Section 2.15 Labor and Employment Matters.

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

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and comparable state and local laws or regulations relating to or arising out of the layoff or termination of employment by the Company, except where the failure to so comply that would not be Material to the Company or the Business.

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

Section 2.16 Employee Benefits.

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

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

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

(d)        No “accumulated funding deficiency” (as defined in Section 412 of the Code) has occurred with respect to any Employee Benefit Plan contributed to, or

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maintained by, the Company or any ERISA Affiliate that is subject to Section 412 of the Code or Title IV of ERISA.

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

Section 2.17 Environmental Matters.

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

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

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

(iii)        “Environmental Law” means any and all Legal Requirements of any Governmental Authority regulating or imposing standards of liability or standards of conduct concerning air, water, solid waste, hazardous waste, Materials of Environmental Concern, worker and community right-to-know, hazard communication, noise, radioactive material, resource protection, health protection, and similar environmental health and safety concerns (including, without limitation, the Clean Water Act, the Toxic Substances Control Act, the Clean Air Act, CERCLA, the Resource Conservation and Recovery Act, the Solid Waste Disposal Act, the Occupational Safety and Health Act, and any and all rules, regulations, common law, orders, or directives pertaining to (A) treatment, storage, disposal, or generation of Materials of Environmental Concern (as defined below); (B) air, water, and noise pollution; (C) groundwater and soil contamination; (D) the Release (as defined below) or threatened Release into the Environment of Materials of Environmental Concern, including without limitation emissions, discharges, injections, spills, escapes, or dumping of Materials of Environmental Concern; and (E) underground and other storage tanks or vessels.

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

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

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

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(b)        Except as described or identified in Section 2.17(b) of the Disclosure Schedule or as would not be Material to the Company or the Business:

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

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

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

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

(v)        to the Company’s and the Seller’s Knowledge, except those Materials of Environmental Concern that are used by the Company to operate the Business in the Ordinary Course of Business, the Company has not caused Materials of Environmental Concern to be present on or in the Environment at the real property formerly owned or leased by the Company in violation of any applicable Environmental Law;

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

(vii)        to the Company’s and the Seller’s Knowledge, there has been no Release of any Materials of Environmental Concern at or from any real property formerly owned or leased by the Company in violation of any applicable Environmental Law; and

(viii)        to the Seller’s knowledge there are no underground storage tanks located on, nor have any underground storage tanks been removed by the Company from any Leased Real Property or any real property formerly owned or leased by the Company.

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

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

Section 2.19 Permits. Each permit, license, franchise, or authorization issued by any Governmental Authority and used by the Company in the conduct of its business or operations as presently conducted (collectively, the “Permits”) is listed in Section 2.19-1 of the Disclosure Schedule, except for those Permits for which the failure to have would not be Material to the Company or the Business. To the Seller’s Knowledge, except as set forth on Section 2.19-2 of the Disclosure Schedule, no Permit will be revoked or terminated prior to its normal expiration date or not renewed solely as a result of the consummation of the transactions contemplated by this Agreement.

Section 2.20 Insurance. Section 2.20 of the Disclosure Schedule lists Material policies of insurance insuring the Business or the Company’s assets maintained by or for the benefit of the Company. The Seller represents that all such policies shall remain in full force and effect through May 1, 2015.

Section 2.21 Customers and Suppliers.

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

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

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

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

Section 2.23 Book and Records; Bank Accounts. The books of account and other financial records of the Company, all of which have been made available to the Buyer, are complete and correct in all Material respects and represent actual, bona fide transactions. The organizational book of the Company, which has been made available to the Buyer, contains the current Organizational Documents and accurate and substantially complete records of all meetings held of, and limited liability action taken by, any member, the board of directors, and committees of the board of directors of the Company. At the Closing, all of those books and records will be in the possession of the Company. Section 2.23 of the Disclosure Schedule lists the names, account numbers, and locations of all banks and other financial institutions of which the Company has any accounts or safe deposit boxes, and the names of all Persons authorized to draft or have access to any such accounts.

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Section 2.24 Certain Business Relationships with the Company. Except as set forth on Section 2.24 of the Disclosure Schedule, none of the Seller nor any of their Affiliates, has been involved in any business arrangement or relationship with the Company within the two (2) years preceding the Closing Date and none of the Seller or any of its Affiliates owns any asset, tangible or intangible, that is used in the business of the Company.

Section 2.25 Recalls and Defects. Except for ordinary course warranty claims (for which a reserve is established), there are no defects that, in the aggregate, whether known or unknown, existing in any extrusions or parts manufactured by the Company (or any of its subsidiaries or Affiliates) or any predecessor entity for which the Company has liability upon which any valid legal claim may be made against the Buyer and/or the Company after Closing and which would be Material to the Company or the Business.

Section 2.26 Legal Employees. All employees are employed by the Company in accordance with applicable Legal Requirements, except where the failure to so comply would not be Material to the Company or the Business, and there are no outstanding or unresolved violations of any applicable immigration laws by the Company other than those which would not be Material to the Company or the Business.

Section 2.27 Leased Equipment. All equipment for which the Company shall maintain responsibility for continuing capital lease payments following the Closing is currently in the possession of the Company and, except as set forth on Section 2.4 of the Disclosure Schedule, the Company’s right to maintain possession of such equipment shall be unaffected by the Closing.

Section 2.28 Indebtedness. Except as set forth on Section 2.13 of the Disclosure Schedule, the Company does not have any indebtedness for borrowed money, including capital lease obligations. All of the indebtedness described in Item 1 of Section 2.13(a)(iii) of the Disclosure Schedule will be paid in full in connection with the Closing.

Section 2.29 No Change in Control Payments. Except as set forth on Section 6.3(e) of the Disclosure Schedule, following the Closing, the Company shall not be liable to any Person for any payments that may become due and payable by the Company as a result of the Closing or the transactions contemplated by this Agreement.

Article 3.      REPRESENTATIONSAND WARRANTIESOF THE BUYER

The Buyer represents and warrants to the Seller as follows:

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

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

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thereto, valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms, except that such enforcement may be subject to or limited by (a) the effect of the applicable bankruptcy, reorganization, moratorium, and similar Legal Requirements related to or affecting the rights of creditors generally, and (b) the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding of law or in equity).

Section 3.3 Noncontravention.

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

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

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

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

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

Section 3.7 Solvency. On the Closing Date, the Buyer will have the financial resources to pay the Closing Purchase Price on the terms contained in this Agreement. Following the Closing, the assets of the Buyer will exceed the total amount of its liabilities, the Buyer will be able to pay

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its debts in the ordinary course of business as they mature, and the Buyer will have sufficient capital resources to carry on its business and the business of the Company and to fulfill all of its obligations hereunder, including any Payments required under Section 1.4 hereof.

Article 4.      INDEMNIFICATION

Section 4.1 Indemnification by the Seller. On the terms and subject to the conditions, qualifications and limitations of this Article 4, from and after the Closing Date, the Seller shall indemnify the Buyer, the Company, and their Affiliates (the “Buyer Indemnified Persons”) in respect of, and hold the Buyer Indemnified Persons harmless against, any and all liabilities, monetary damages, fines, fees, penalties, interest obligations, deficiencies, losses, costs, and expenses (including without limitation reasonable attorneys’ fees and expenses), but excluding any indirect, punitive or special damages (collectively, “Damages”), incurred or suffered by a Buyer Indemnified Person related to, resulting from, or attributable to: (a) any (i) Breach of any representation or warranty of the Seller contained in this Agreement or (ii) Breach of any covenant or agreement of the Seller contained in this Agreement; (b) any failure of any of the Seller to have good title to the issued and outstanding Company Interests free and clear of any Encumbrance; (c) any and all known claims for which an adequate reserve (as determined by Exhibit 1.3 and, if not covered by Exhibit 1.3, then by GAAP) does not exist; or (d) resulting from any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made or alleged to have been made with any of the Seller or the Company (or any person or entity acting on their behalf) in connection with any of the transactions contemplated by this Agreement.

Section 4.2 Indemnification by the Buyer. On the terms and subject to the conditions, qualifications and limitations of this Article 4, from and after the Closing, the Buyer shall indemnify the Seller in respect of, and hold the Seller harmless against, any and all Damages incurred or suffered by any of the Seller or any Affiliate thereof related to, resulting from, or attributable to: (a) any (i) Breach of any representation or warranty of the Buyer contained in this Agreement or (ii) Breach of any covenant or agreement of the Buyer contained in this Agreement; or (b) any claim for brokerage or finder’s fees or commissions or similar payments based upon any agreement or understanding made or alleged to have been made with the Buyer in connection with any of the transactions contemplated by this Agreement.

Section 4.3 Claims for Indemnification.

(a)        All claims for indemnification made under this Article 4 resulting from a third-party claim against an Indemnified Party (as defined below) shall be made in accordance with the following procedures. A Person entitled to indemnification under this Article 4 (an “Indemnified Party”) shall give prompt written notification to the Person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit, or proceeding relating to a third-party claim for which indemnification may be sought or, if earlier, upon the potential assertion of any such claim by a third party (collectively, an “Action”). Within thirty (30) days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of the Action with counsel selected by the Indemnifying Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense. The Party not controlling such defense of an Action may participate in such Action at its own expense. The Party

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controlling such defense shall keep the other Party advised of the status of such Action, and the defense thereof and shall consider recommendations made by the other Party with respect thereto. Neither the Indemnifying Party nor the Indemnified Party, as the case may be, shall agree to any settlement of such Action without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

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

(c)        As a condition to any payment by the Indemnifying Party, the Indemnified Party shall assign to the Indemnifying Party all of its rights with respect to the subject matter of the claim or otherwise make arrangements reasonably satisfactory to the Indemnifying Party to provide that the Indemnifying Party is subrogated to such rights

(d)        The Buyer and the Seller shall cooperate with each other with respect to resolving any claim or liability with respect to which one Party is obligated to indemnify the other Party hereunder, including by making commercially reasonably efforts to mitigate or resolve any such claim or liability; provided, however, that such Party shall not be required to make such efforts if they would be detrimental in any Material respect to such Party.

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Section 4.4 Survival. Except as expressly set forth in this Agreement, the representations and warranties of the Seller and the Buyer set forth in this Agreement, and the right to make a claim hereunder with respect to a Breach thereof, shall survive the Closing and the consummation of the transactions contemplated hereby and shall remain in full force and effect for a period of twenty four (24) months following the Closing Date, at which time they shall expire; provided, however, that the representations and warranties set forth in Sections 2.1, 2.2, 2.3 and 2.4 shall survive forever, and the representations and warranties set forth in Sections 2.11 and 2.17 shall survive for the applicable statutes of limitations periods. Any valid claim for a Breach of a representation or warranty pursuant to Section 4.1(a)(i) or Section 4.2(a)(i) that is properly asserted in writing pursuant to Section 4.3 prior to the expiration as provided in this Section 4.4 of the representation or warranty that is the basis for such claim shall survive until such claim is finally resolved and satisfied.

Section 4.5 Limitations.

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

(i)        the Seller shall have no liability to the Buyer Indemnified Persons pursuant to this Article 4 (other than in respect of any Breaches of representations contained in Sections 2.1, 2.2, 2.3, and 2.4 of this Agreement) until the aggregate amount of all alleged Damages resulting therefrom exceed an amount equal to one-half of one percent (0.5%) of the Purchase Price and then indemnity shall attach to the first dollar of the indemnified claim(s); and

(ii)        the overall aggregate liability of the Seller to the Buyer Indemnified Persons pursuant to this Article 4 (other than in respect of Breaches of representations contained in Sections 2.1, 2.2, 2.3, and 2.4 of this Agreement) shall not exceed an amount equal to ten percent (10%) of the Purchase Price and the overall aggregate liability of the Seller to the Buyer for Breaches of representations contained in Sections 2.1, 2.2, 2.3, and 2.4 of this Agreement shall not exceed an amount equal to the Purchase Price.

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

Section 4.6 Manner of Payment. Any indemnification payments pursuant to this Article 4 shall be effected by wire transfer of immediately available funds to an account designated in writing by the applicable Indemnified Person within ten (10) Business Days after the final determination thereof. All amounts to be paid by the Seller under this Article 4 shall first be paid from the Escrow until the Escrow is fully exhausted.

Section 4.7 Remedies. The Parties acknowledge and agree that their respective sole and exclusive remedy with respect to any and all claims relating to this Agreement and any document

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or certificate delivered in connection with this Agreement, or any Legal Requirement or otherwise (other than claims of fraud) shall be pursuant to the indemnification provisions set forth in Article 4. In furtherance of the foregoing, each Party hereby waives, to the fullest extent permitted under applicable Legal Requirements, any and all rights, claims and causes of action it or any of its Affiliates may have against the other Party arising under or based upon this Agreement and any document or certificate delivered in connection with this Agreement, any Legal Requirement or otherwise (except pursuant to the indemnification provisions set forth in Article 4).

Section 4.8 Determination of Damages; Adjustment of Purchase Price. The Parties will make adjustments for insurance coverage in determining Damages for purposes of this Article 4 by reducing the amount of such Damages for any amounts that the Buyer or the Company actually receive in cash insurance proceeds (after giving effect to any applicable deductible or retention, net of any premium increase as a result of any such claims and net of any costs to collect such amounts). Any indemnity payment under this Agreement shall be treated as an adjustment to the Purchase Price for Tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to the Indemnified Party or any of its Affiliates causes any such payment not to be treated as an adjustment to the Purchase Price for United States federal income Tax purposes.

Article 5. TAX MATTERS

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

Section 5.1 Tax Indemnification. The Seller shall indemnify the Company and the Buyer indefinitely and hold them harmless from and against (a) all Taxes (or the non-payment thereof) of the Company for all taxable periods ending before the Closing Date and the portion thereof through the end of the Closing Date for any taxable period that includes (but does not end on) the Closing Date (“Pre-Closing Tax Period”), except to the extent that such Taxes were taken into account in the calculation of the Final Net Assets or arise from a transaction occurring after the Closing, (b) any and all Taxes for the Pre-Closing Tax Period of any member of an affiliated, consolidated, combined, or unitary group of which the Company (or any predecessor of any of the foregoing) is or was a member prior to the Closing, including pursuant to Treasury Regulation § 1.1502-6 or any analogous or similar state, local, or foreign law or regulation, and (c) any and all Taxes of any Person (other than the Company) imposed on the Company as a transferee or successor, by contract, or pursuant to any Legal Requirement if such Taxes relate to an event or transaction occurring before the Closing and such relationship existed prior to the Closing. The indemnity provided in this Section 5.1 is not subject to the limitations contained in Article 4 hereof; provided, however, that the Seller’s obligations under this Section 5.1 shall not, in any event, exceed the Purchase Price.

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

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Section 5.3 Responsibility for Filing Tax Returns.

(a)        The Seller shall prepare or cause to be prepared and cause to be timely filed all Tax Returns for the Company that are filed after the Closing Date that pertain to periods prior to the Closing Date. Upon completion of such Tax Returns for the Company that pertain to periods prior to the Closing Date, the Seller shall pay to the Buyer (through the use of the Escrow, if available), any Tax payments due on such returns except to the extent that such Taxes were taken into account in the calculation of the Final Net Assets. Buyer shall then remit or cause to be remitted all Taxes in respect of such Tax Returns payable after the Closing Date. The Seller shall permit the Buyer to review and comment on each Tax Return described in the preceding sentence for a period of up to ten (10) days prior to filing and shall make such revisions of such Tax Returns as are reasonably requested by the Buyer’s Representative.

(b)        The Buyer shall prepare or cause to be prepared and cause to be timely filed all Tax Returns for the Company for each Straddle Period. The Buyer shall permit the Seller to review and comment on each Tax Return described in the preceding sentence for a period of up to ten (10) days prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Seller. In the event of a dispute between the Parties with respect to any item on any such Tax Return, the Parties shall act in good faith to resolve any such dispute prior to the date on which such Tax Return is required to be filed. The Buyer agrees to file all permitted extensions of time to file such Tax Return as shall be reasonably required to allow any such dispute to be resolved. If the Parties hereto cannot resolve any disputed item, the item or items in question shall be resolved in a manner similar to that set forth in Section 1.4(c) and Section 1.4(d) hereof. Upon completion of such Tax Returns, Seller shall pay to Buyer (through the use of Escrow funds established hereunder, if available), the portion of the Tax payments due on such returns that relate to the Pre-Closing Tax Period, except to the extent such Taxes were taken into account in the calculation of the Final Net Assets. Buyer shall then pay all Taxes due in respect of such Tax Returns.

(c)        The parties acknowledge that the Company shall be disregarded as a separate entity for federal and applicable state income Tax purposes (before and during the Closing) and will not be filing income Tax Returns with respect to such income Taxes (so that, for the avoidance of doubt, the foregoing provisions of this Section 5.3 shall not apply to Tax Returns for Taxes that are income or franchise Taxes).

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

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Section 5.5 Cooperation on Tax Matters; Tax Audits.

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

(b)        The Seller shall have the sole right to represent the Company’s interests in any audit or examination (“Tax Audit”) or Proceeding by any Taxing Authority with respect to Tax periods or portions thereof ending before the Closing Date and to employ counsel of its choice at its expense. In the case of a Straddle Period, the Seller shall be entitled to participate at its expense in any Tax Audit or Proceeding relating in any part to Taxes attributable to the portion of such Straddle Period deemed to end before the Closing Date and, with the written consent of the Buyer (which shall not be unreasonably withheld), at the Seller’s sole expense, may assume the control of such entire Tax Audit or Proceeding. Neither the Buyer (or its Affiliates) nor the Seller (or its Affiliates) may settle or otherwise dispose of any Tax Audit or Proceeding for which the other party may have a liability under this Agreement or retroactive or prospective tax consequence, or which may result in an increase in either’s liability under this Agreement, without the prior written consent of the affected party or affiliate, which consent shall not be unreasonably withheld but which may be conditioned on indemnifying the affected party or affiliate with respect to such liability.

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

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

(e)        Neither the Buyer (or its Affiliates) nor the Seller (or its Affiliates) shall (or shall cause or permit the Company to) amend, re-file, or otherwise modify any Tax Return relating in whole or in part to the Company with respect to Tax periods or portions thereof ending before the Closing Date (or with respect to any Straddle Period)

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without the prior written consent of the other party’s representative, which consent may be withheld in the sole discretion of the representative, unless such modification does not result in any adverse Tax consequences to such other Party.

Section 5.6 Certain Taxes and Fees. All excise, sales, use, transfer, stamp, documentary, filing, recordation, and other similar taxes, together with any interest, additions, or penalties with respect thereto and any interest in respect of such additions or penalties (the “Transfer Taxes”), resulting from the transfer of the Company Interests pursuant to this Agreement shall be shared equally by the Buyer and the Seller. Notwithstanding anything contained in this Article 5 to the contrary, any Tax Returns that must be filed in connection with Transfer Taxes shall be prepared and timely filed by the Seller and the Seller shall provide the Buyer with a reasonable opportunity to review, and provide comments to, any such Tax Returns prior to filing any such Tax Returns.

Article 6. FURTHER AGREEMENTS

Section 6.1 Access to Information; Record Retention; Cooperation.

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

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

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

MEMBERSHIP INTEREST PURCHASE AGREEMENT 25

required for the salary or cost of fringe benefits or similar expenses pertaining to employees or directors of the providing Party or its Affiliates.

(d)        Each of the Buyer and the Seller shall hold, and shall use commercially reasonable efforts to cause their respective Affiliates, consultants, and advisors to hold, in strict confidence all Information concerning the other furnished to it by the other Party or the other Party’s representatives at any time prior to Closing or pursuant to this Section 6.1 (except to the extent that such Information (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving Party in violation of the terms of this Section 6.1, (ii) was within the possession of the receiving Party prior to it being furnished to the receiving Party by or on behalf of the other Party pursuant hereto, provided that the source of such information was not known by the receiving Party at the time of receipt to be bound by a confidentiality agreement with or other contractual, legal, or fiduciary obligation of confidentiality to the other Party or any other party with respect to such information, or (iii) is or becomes available to the receiving Party from a source other than the other Party, provided that such source is not, to the Knowledge of the receiving Party at the time of receipt, bound by a confidentiality agreement with or other contractual, legal, or fiduciary obligation of confidentiality to the other Party or any other party with respect to such information), and each Party shall not release or disclose such Information to any other person, except its auditors, attorneys, financial advisors, bankers, and other consultants and advisors, unless compelled to disclose such Information by judicial or administrative process or, as advised by its counsel, by other requirements of law; provided, however, that in the case of disclosure by a receiving Party compelled by judicial or administrative process, the receiving Party shall, to the extent legally permissible, notify the disclosing Party promptly of the request or requirement so that the disclosing Party may seek, at the disclosing Party’s sole cost and expense an appropriate protective order or waive compliance with the provisions of this Section 6.1(d). If, in the absence of a protective order or the receipt of a waiver hereunder, a Party is, on the written advice of counsel, compelled to disclose any Information by judicial or administrative process, such Party may so disclose the Information; provided, however, that, at the written request of the disclosing Party, the receiving Party shall use commercially reasonable efforts to obtain, at the expense of the disclosing Party an order or other assurance that confidential treatment will be accorded to such portion of the Information required to be disclosed.

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

Section 6.3 Employee Matters.

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

MEMBERSHIP INTEREST PURCHASE AGREEMENT 26

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

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

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

(e)        The Buyer acknowledges that the Company intends to pay transaction bonuses to certain of the Affected Employees in connection with the Closing (the “Employee Bonuses”). The recipients and the amounts of the Employee Bonuses are set forth on Section 6.3(e) of the Disclosure Schedule. The Buyer acknowledges that the Estimated Net Assets has been (and that the Closing Net Assets will be) reduced by the amount of the Employee Bonuses (including all applicable withholding and other related Taxes) regardless of when such Employee Bonuses are paid and understands that the Company shall pay such Employee Bonuses as directed by the Seller (even if such payment is after the Closing Date). The Buyer agrees that the Seller shall be entitled to all Tax benefits (including the benefit of any compensation deductions) associated with or otherwise related to the payment of the Employee Bonuses.

Section 6.4 Director and Officer Insurance.

(a)        For a period of six (6) years from and after the Closing Date, the Company shall, and the Buyer shall cause the Company to, maintain all rights to indemnification (including the advancement of expenses) existing in favor of each present and former Manager and officer of the Company (collectively, the “Officer and Director Indemnified Parties”), under their respective certificates of formation, limited liability company agreements, or other governing documents, as applicable, as in effect as of the Effective Time, and shall not amend, repeal or modify any provision thereof relating to the exculpation or indemnification of any officers and/or Managers, it being the intent of the parties that the officers and/or Managers of the Companies shall continue to be entitled to such exculpation and indemnification to the full extent of the Law.

(b)        At or prior to the Closing, the Seller shall, or shall cause the Company to purchase (at the Seller’s expense) a so-called “tail” policy for such directors’ and officers’ liability insurance covering those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policies with coverage in amount and scope at least as favorable as the Company’s existing coverage for a period of at least six (6) years after the Closing. Any amount that remains payable by the Seller or the Company at or after the Closing to purchase such tail policy pursuant to this Section 6.4(b) will be treated as a liability for purposes of the calculation of Closing Net Assets.

MEMBERSHIP INTEREST PURCHASE AGREEMENT 27

(c)        The provisions of this Section 6.4 are (i) intended to be for the benefit of, and shall be enforceable by, each Officer and Director Indemnified Party, and each such Person’s heirs, representatives, successors or assigns, it being expressly agreed that such Persons shall be third party beneficiaries of this Section 6.4, and (ii) in addition to, and not in substitution for, any other right to indemnification or contribution that any such Person may have by contract or otherwise. Following the Closing, the Buyer shall not enter into, or permit any of its Affiliates to enter into, any merger, consolidation or similar transaction unless the Buyer and the Company shall have ensured that the surviving or resulting entity is creditworthy and will assume the obligations imposed by this Section 6.4 and the Buyer and the Company remain liable hereunder.

Article 7. MISCELLANEOUS

Section 7.1 Definitions and Usage

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

“Actual Cash Balance” means an amount, which may be a positive or negative number, equal to (a) the aggregate cash balances of the Company’s bank accounts and cash equivalents of the Company, in each case as of the Effective Time, plus all checks and funds received by any of the Company or its banks as of the Effective Time, regardless of whether cleared, less (b) the sum of the amount of any outstanding uncleared checks, drafts or wire transfers or overdrafts or other similar fees of the Company, in each case, as determined in accordance with GAAP.

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

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

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

“Code” means the Internal Revenue Code of 1986, as amended.

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

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“Company” means Postle Operating, LLC, a Delaware limited liability company, and, where the context requires (including with respect to Article 2), its direct and indirect subsidiaries.

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

“Employee Non-Competes” means those non-competition agreements described on Section 7.1(a)-1 of the Disclosure Schedule.

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

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

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

“Knowledge” – an individual will be deemed to have “Knowledge” (whether such term is capitalized or not) of a particular fact or other matter if such individual is actually aware of such fact or other matter or, in the exercise of reasonable diligence, should have been aware of such fact or matter. A Person (other than an individual) will be deemed to have “Knowledge” (whether capitalized or not) of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, officer, partner, executor, or trustee of such Person (or in any similar capacity) has, or at any time had, Knowledge of such fact or other matter.

“Leased Real Property” means that certain real property described on Section 7.1(a)-2 of the Disclosure Schedule.

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

MEMBERSHIP INTEREST PURCHASE AGREEMENT 29

“Manager” means any individual designated in the organizational documents of the Company as a manager of the Company in the role similar to a director of a corporation. This term excludes operational level managers who are not specifically designated as a manager in the organizational documents of the Company.

“Material” means any action, occurrence or circumstance that would have (i) a valuation of greater than $125,000, or (ii) a significant impact on the operations of the Company.

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

“Ordinary Course of Business” – an action taken by a Person will be deemed to have been taken in the “Ordinary Course of Business” if such action is consistent with the past practices of such Person and is taken in the ordinary course of the normal day-to-day operations of such Person.

“Organizational Documents” means (A) the articles or certificate of incorporation and the bylaws of a corporation; (B) the partnership agreement and any statement of partnership of a general partnership; (C) the limited partnership agreement and the certificate of limited partnership of a limited partnership; (D) the operating agreement or limited liability company agreement and articles or certificate of organization of a limited liability company; (E) any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; and (F) any amendment to any of the foregoing.

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

(b)        In this Agreement, unless a clear contrary intention appears:

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

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

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

MEMBERSHIP INTEREST PURCHASE AGREEMENT 30

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

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

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

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

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

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

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

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

(xii)        References to “the Company’s Knowledge” or “the Seller’s Knowledge” shall be deemed to be references to the Company’s and/or the Seller’s Knowledge.

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

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

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

MEMBERSHIP INTEREST PURCHASE AGREEMENT 31

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

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

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

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

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

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

If to the Buyer: Mr. Robert Martin Chief Executive Officer Thor Industries, Inc. 601 East Beardsley Avenue Elkhart, IN 46514

MEMBERSHIP INTEREST PURCHASE AGREEMENT 32

Copy to:	Mr. Todd Woelfer Senior Vice President, General Counsel and Corporate Secretary Thor Industries, Inc. 601 East Beardsley Avenue Elkhart, IN 46514
If to the Seller:	Mr. Adam Wise Postle Aluminum Company LLC c/o Strength Capital Partners 350 N. Old Woodward Ave. Suite 100 Birmingham, MI 48009 Fax: (248) 593-6875
Copy to:	M. Lee B. Kellert Jaffe, Raitt, Heuer, & Weiss, PC 27777 Franklin Road Suite 2500 Southfield, MI 48034 Fax: (248) 531-3082

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

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

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

Section 7.12 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the

MEMBERSHIP INTEREST PURCHASE AGREEMENT 33

Parties agree that the body making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.

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

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

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

Section 7.16 Submission to Jurisdiction. Except as otherwise expressly set forth in this Agreement, the Parties hereby irrevocably and unconditionally agree that any dispute arising from this Agreement or the transaction contemplated by this Agreement shall be submitted to binding arbitration, using the Commercial Arbitration Rules of the American Arbitration Association. The parties agree that they shall attempt in good faith to agree upon a single arbitrator to decide the matter. In the event that after a period of fifteen (15) days after receipt of the demand for arbitration the parties have failed to agree upon a single arbitrator, each party shall name a single arbitrator. The two named arbitrators shall then be responsible for identifying a third, neutral arbitrator who shall arbitrate such dispute. Any such arbitrator shall have significant experience in arbitrating disputes regarding mergers and acquisition transactions of a size and nature similar to the transactions contemplated by this Agreement. Unless otherwise agreed, in writing, by both parties, the arbitration shall take place in Elkhart Country, Indiana. Each Party shall be responsible for its own costs and fees in connection with such arbitration; provided, however, that the arbitrator may award the prevailing party in such arbitration reasonable legal and other professional fees incurred in connection with such arbitration. The arbitrator shall deliver a reasoned award with respect to his or her findings and such award, absent fraud, manifest error or bad faith, shall be deemed a final arbitration award that is binding on each of the Buyer and the Seller. Judgment may be entered to enforce such award in any court of competent jurisdiction.

[Signature Pages Follow]

MEMBERSHIP INTEREST PURCHASE AGREEMENT 34

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

BUYER Thor Industries, Inc.
By:	/s/ Robert W. Martin

PRINTED NAME: ROBERT W. MARTIN

TITLE:	PRESIDENT AND CEO
SELLER Postle Aluminum Company, LLC
By:	/s/ Kevin Robinson

PRINTED NAME: KEVIN ROBINSON

TITLE: CEO

MEMBERSHIP INTEREST PURCHASE AGREEMENT SIGNATURE PAGE

EX-10.2

Exhibit 10.2

REPURCHASE AGREEMENT

This REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 15, 2015 by and between Thor Industries, Inc., a Delaware corporation (the “Company”), and The Thompson Family Foundation, Inc. (“Stockholder”).

RECITALS

WHEREAS, Stockholder is the owner of record and beneficially of One Million (1,000,000) shares of common stock, $0.10 par value, of the Company (the “Common Stock”) and

WHEREAS, in order to consummate a plan to diversify Stockholder’s invest holdings, Stockholder desires to sell to the Company, and the Company is willing to purchase from Stockholder, 1,000,000 shares (the “Repurchased Shares”) of Common Stock at $60.00 per share, for an aggregate purchase price of $60,000,000 (the Aggregate Cash Consideration”), subject to the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:

1. Repurchase. Subject to the terms and conditions set forth in this Agreement, Stockholder hereby sells, assigns, transfers, conveys and delivers all its right, title and interest in and to the Repurchased Shares to the Company free and clear of all liens, encumbrances, pledges, options, warrants, rights of first refusal, claims, charges, restrictions or claims or rights of third parties of any kind or nature (collectively, “Liens”). The Company hereby purchases and accepts delivery of the Repurchased Shares in exchange for the payment of the Aggregate Cash Consideration. Stockholder hereby acknowledges and agrees that receipt of the Aggregate Cash Consideration shall constitute complete satisfaction of all obligations or any other sums due to such Stockholder with respect to the purchase of the Repurchased Shares.

2. Closing. The closing of the purchase provided for herein (the “Closing”) shall take place at the offices Thor Industries, Inc., 601 Beardsley Avenue, Elkhart, IN 46514, on the date hereof (or at such other place upon which the parties hereto may mutually agree). At the Closing, the following shall occur:

a. Stockholder Deliveries. The Repurchased Shares are to be delivered through the facilities of The Depository Trust Company that are credited to or otherwise held in a securities account maintained by Stockholder. Stockholder shall take such actions necessary to provide appropriate instruction to the relevant financial institution or other entity with which Stockholder’s account is maintained to effect the transfer of the Repurchased Shares from Stockholder’s account to an account at a financial institution designated by the Company for the receipt of the Repurchased Shares so transferred. In connection with any account to which the Repurchased Shares are credited or otherwise held, Stockholder shall execute and deliver such

other and further documents or instruments necessary, in the reasonable opinion of the Company, to effect a legally valid transfer to the Company hereunder.

b. Company Deliveries. The Company shall deliver to Stockholder the Aggregate Cash Consideration by wire transfer of immediately available funds to an account designated in writing by Stockholder to the Company prior to the Closing.

3. No Further Ownership Interest. From and after the Closing, Stockholder shall have no further right or title to or interest in the Repurchased Shares or any dividends, distributions, equity interests or other rights in respect thereof.

4. Representations and Warranties of Stockholder. Stockholder represents and warrants to the Company as follows:

a. Title to Shares. Stockholder owns good and marketable title to and is the record and beneficial owner of the Repurchased Shares and such Repurchased Shares are free and clear of all Liens. Except for this Agreement, Stockholder has not entered into or agreed to be bound by any other arrangements or agreements of any kind with any other person or entity with respect to the Repurchased Shares, including, but not limited to, arrangements or agreements with respect to the acquisition or disposition thereof or any interest therein or the voting of any such Repurchased Shares.

b. Authority; Binding Effect. Stockholder has all requisite power and authority and has taken all necessary action required for the due authorization, execution, delivery and performance by Stockholder of this Agreement and the consummation of the transactions contemplated herein. This Agreement is a legal, valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

c. Governmental Authorization; Third Party Consent. No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person or entity in respect of any requirements of law or otherwise is necessary or required by Stockholder in connection with the execution, delivery or performance by Stockholder of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably by likely to prevent or materially delay Stockholder from performing its obligations under this Agreement in all material respects.

d. Brokers or Finders. Stockholder has not employed or entered into any agreement with, nor is Stockholder subject to, any valid claim of any broker, finder, consultant, or other intermediary in connection with the transactions contemplated by this Agreement who might be entitled to a fee or commission in connection with such transactions.

e. Legal Proceedings. There are no legal proceedings pending or, to the knowledge of Stockholder, threatened, to which Stockholder is or may be a party, that (i) challenge the

validity or enforceability of Stockholder’s obligations under this Agreement or (ii) seek to prevent, delay or otherwise would reasonably be expected to materially adversely affect the consummation by Stockholder of the transactions contemplated hereby.

5. Representations and Warranties of the Company. The Company represents and warrants to Stockholder as follows:

a. Authority; Binding Effect. The Company is a corporation validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority and has taken all necessary action required for the due authorization, execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated herein. This Agreement is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

b. No Violation. Neither the execution and delivery of this Agreement by the Company, nor the purchase of the Repurchased Shares owned by Stockholder pursuant to this Agreement, will (i) result in a breach of its organizational documents, (ii) result in a default (or give rise to any right of termination, cancellation or acceleration) under any of the terms, conditions or provisions of any material agreement, lease or other instrument or obligation to which the Company is a party, except for such defaults (or rights of termination, cancellation or acceleration) as to which requisite waivers or consents have been obtained and are in full force and effect or which would not impair the Company’s ability to consummate the transactions contemplated by this Agreement, or (iii) violate any order, writ, injunction or decree applicable to the Company or any of the Company’s material assets.

c. Governmental Authorization; Third Party Consent. No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person or entity in respect of any requirements of law or otherwise is necessary or required by the Company in connection with the execution, delivery or performance by the Company of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably be likely to prevent or materially delay the Company from performing its obligations under this Agreement in all material respects.

d. Brokers or Finders. The Company has not employed or entered into any agreement with, nor is the Company subject to, any valid claim of any broker, finder, consultant, or other intermediary in connection with the transactions contemplated by this Agreement who might be entitled to a fee or commission in connection with such transactions.

e. Exchange Act Reports. The Company’s reports filed with the Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c), or 15(d) of the Securities Exchange Act of 1934, as amended, since August 1, 2009 and any amendment or supplement thereto, did not, when filed with the Commission (or, if amended or supplemented

prior to the date of this Agreement, as of the date of such amendment or supplement), and do not, as of the date hereof, contain an untrue statement of material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

6. Miscellaneous.

a. Amendment. This Agreement may not be amended or waived in any respect except by a written agreement signed by each of the parties hereto.

b. Survival. Each of the representations, warranties, covenants and agreements contained in this Agreement shall survive the Closing and continue in full force and effect in accordance with its terms, but is subject to all applicable statutes of limitation, statutes of repose and other similar defenses provided in law or equity.

c. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments, agreements and understandings (both oral and written) with respect to such subject matter.

d. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or electronic image scan shall be effective as delivery of a manually executed counterpart of this Agreement.

e. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

f. Expenses. Each party shall bear its own expense and fees in connection with the execution of this Agreement and the consummation of the transactions contemplated hereby.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

THOR INDUSTRIES, INC.
By:	/s/	Robert W. Martin
THE THOMPSON FAMILY FOUNDATION, INC.
By:	/s/	Alan Siegel
		Name: Alan Siegel
		Title: Treasurer

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Robert W. Martin, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

DATE: June 4, 2015	/s/ Robert W. Martin
	Robert W. Martin
	President and Chief Executive Officer (Principal executive officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Colleen Zuhl, certify that:

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

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

DATE: June 4, 2015	/s/ Colleen Zuhl
	Colleen Zuhl
	Vice President and Chief Financial Officer (Principal financial and accounting officer)

EX-32.1

EXHIBIT 32.1

SARBANES-OXLEY ACT SECTION 906 CERTIFICATIONS

OF CHIEF EXECUTIVE OFFICER

In connection with this quarterly report on Form 10-Q of Thor Industries, Inc. for the period ended April 30, 2015, I, Robert W. Martin, Chief Executive Officer and President of Thor Industries, Inc., hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. this Form 10-Q for the period ended April 30, 2015 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in this Form 10-Q for the period ended April 30, 2015 fairly presents, in all material respects, the financial condition and results of operations of Thor Industries, Inc.

DATE: June 4, 2015	/s/ Robert W. Martin
	Robert W. Martin
	President and Chief Executive Officer (Principal executive officer)

EX-32.2

EXHIBIT 32.2

SARBANES-OXLEY ACT SECTION 906 CERTIFICATIONS

OF CHIEF FINANCIAL OFFICER

In connection with this quarterly report on Form 10-Q of Thor Industries, Inc. for the period ended April 30, 2015, I, Colleen Zuhl, Vice President and Chief Financial Officer of Thor Industries, Inc., hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

1. this Form 10-Q for the period ended April 30, 2015 fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. the information contained in this Form 10-Q for the period ended April 30, 2015 fairly presents, in all material respects, the financial condition and results of operations of Thor Industries, Inc.

DATE: June 4, 2015	/s/ Colleen Zuhl
	Colleen Zuhl
	Vice President and Chief Financial Officer (Principal financial and accounting officer)

XML

Operating Results of Discontinued Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Apr. 30, 2015	Apr. 30, 2014
Discontinued Operations:
Net sales				$ 83,903
Operating loss of discontinued operations	(1,280)	(716)	(4,279)	(5,280)
Pre-tax gain on disposal of discontinued business				7,079
Income (loss) before income taxes	(1,280)	(716)	(4,279)	1,799
Income tax benefit	(573)	(713)	(1,677)	(1,886)
Income (loss) from discontinued operations, net of taxes	$ (707)	$ (3)	$ (2,602)	$ 3,685

XML

Loan Transactions and Related Notes Receivable - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Apr. 30, 2015	Jan. 31, 2009	Dec. 31, 2009
First Credit Agreement
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan amount		$ 10,000
Second Credit Agreement
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan amount		10,000
Third Credit Agreement
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan amount	$ 6,000		$ 10,000
Notes receivable, maturity	Aug. 30, 2015

XML

Property, Plant and Equipment - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended	9 Months Ended
	Oct. 31, 2013	Apr. 30, 2014
Property, Plant and Equipment [Line Items]
Non-cash impairment charge	$ 710	$ 710

XML

Investments and Fair Value Measurements - Additional Information (Detail) (Level 1, USD $) In Thousands, unless otherwise specified	Apr. 30, 2015	Jul. 31, 2014
Level 1
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Investments under employees deferred compensation plan	$ 10,582	$ 8,973

XML

Inventories - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	Apr. 30, 2015	Jul. 31, 2014
Inventory [Line Items]
Inventory	$ 286,429	$ 244,342
Subsidiaries valued inventory in first-in, first-out method	$ 55,826	$ 36,096

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Subsequent Events (Tables) (Postle and CRV/DRV)

9 Months Ended

Apr. 30, 2015

Postle and CRV/DRV

Unaudited Pro Forma Information

The following unaudited pro forma information represents the Company’s results of operations as if the fiscal 2015 acquisitions of both Postle and CRV/DRV had occurred at the beginning of fiscal 2014. These performance results may not be indicative of the actual results that would have occurred under the ownership and management of the Company.

	Three Months Ended April 30,				Nine Months Ended April 30,
	2015		2014		2015		2014
Net sales	$	1,223,333	$	1,124,114	$	3,137,484	$	2,676,873
Net income	$	64,834	$	58,925	$	140,174	$	116,108
Basic earnings per common share	$	1.21	$	1.11	$	2.63	$	2.18
Diluted earnings per common share	$	1.21	$	1.10	$	2.62	$	2.18

XML

Schedule of Changes in Product Warranty Liabilities for Continuing Operations (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Apr. 30, 2015	Apr. 30, 2014
Product Warranty
Beginning balance	$ 102,048	$ 84,134	$ 94,938	$ 84,250
Provision	31,995	24,383	88,225	65,576
Payments	(26,685)	(21,564)	(80,469)	(63,482)
Acquisitions	400		5,064	609
Ending balance	$ 107,758	$ 86,953	$ 107,758	$ 86,953

XML

Business Segments (Tables)

9 Months Ended

Apr. 30, 2015

Schedule of Segment Reporting Information by Segment

	Three Months Ended April 30,						Nine Months Ended April 30,
	2015			2014			2015			2014
Net sales:
Recreational vehicles:
Towables	$	919,358		$	800,737		$	2,294,226		$	1,896,064
Motorized		254,897			246,086			654,437			586,052
Total	$	1,174,255		$	1,046,823		$	2,948,663		$	2,482,116
	Three Months Ended April 30,						Nine Months Ended April 30,
	2015			2014			2015			2014
Income (loss) from continuing operations before income taxes:
Recreational vehicles:
Towables	$	83,771		$	72,572		$	173,390		$	137,111
Motorized		19,853			17,669			46,821			42,305
Total recreational vehicles		103,624			90,241			220,211			179,416
Corporate		(9,063	)		(7,493	)		(24,807	)		(18,325	)
Total	$	94,561		$	82,748		$	195,404		$	161,091
							April 30, 2015			July 31, 2014
Total assets:
Recreational vehicles:
Towables							$	995,488		$	868,017
Motorized								207,201			170,251
Total recreational vehicles								1,202,689			1,038,268
Corporate								347,573			370,450
Total							$	1,550,262		$	1,408,718

XML

Estimated Amortization Expense (Detail) (USD $) In Thousands, unless otherwise specified	Jul. 31, 2014
Expected Amortization Expense [Line Items]
Estimated annual amortization expense, For the fiscal year ending July 31, 2015	$ 15,615
Estimated annual amortization expense, For the fiscal year ending July 31, 2016	16,942
Estimated annual amortization expense, For the fiscal year ending July 31, 2017	14,681
Estimated annual amortization expense, For the fiscal year ending July 31, 2018	13,545
Estimated annual amortization expense, For the fiscal year ending July 31, 2019	12,198
Estimated annual amortization expense, For the fiscal year ending July 31, 2020	11,155
Estimated annual amortization expense, For the fiscal year ending July 31, 2021 and thereafter	55,797
Estimated annual amortization expense, Total	$ 139,933

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Schedule of Segment Reporting Information, by Segment Balance Sheet Item (Detail) (USD $) In Thousands, unless otherwise specified	Apr. 30, 2015	Jul. 31, 2014
Segment Reporting Information [Line Items]
Total assets	$ 1,550,262	$ 1,408,718
Continuing Operations | Recreation Vehicles
Segment Reporting Information [Line Items]
Total assets	1,202,689	1,038,268
Continuing Operations | Recreation Vehicles | Towables
Segment Reporting Information [Line Items]
Total assets	995,488	868,017
Continuing Operations | Recreation Vehicles | Motorized
Segment Reporting Information [Line Items]
Total assets	207,201	170,251
Continuing Operations | Corporate
Segment Reporting Information [Line Items]
Total assets	$ 347,573	$ 370,450

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Summary of Final Fair Value Assigned to Net Assets Acquired (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended		0 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Aug. 30, 2013	May 01, 2014	Jul. 31, 2014	Oct. 31, 2013
Business Acquisition [Line Items]
Goodwill	$ 269,651				$ 256,579
Total cash consideration for acquisition, less cash acquired	49,265	33,683
Bison
Business Acquisition [Line Items]
Current assets						4,050
Property, plant and equipment						625
Goodwill						6,660
Current liabilities						(3,761)
Total fair value of net assets acquired						16,914
Bison | Dealer Networks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset						7,400
Bison | Trademarks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset						1,800
Bison | Backlog
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset						140
Livin' Lite
Business Acquisition [Line Items]
Cash			247
Other current assets			3,626
Property, plant and equipment			137
Goodwill			9,113
Current liabilities			(2,147)
Total fair value of net assets acquired			17,016
Less cash acquired			(247)
Total cash consideration for acquisition, less cash acquired			16,769
Livin' Lite | Dealer Networks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset			3,200
Livin' Lite | Trademarks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset			1,500
Livin' Lite | Backlog
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset			110
Livin' Lite | Design Technology Assets
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset			1,100
Livin' Lite | Non-Compete Agreements
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset			130
K.Z. Inc.
Business Acquisition [Line Items]
Cash				996
Other current assets				34,121
Property, plant and equipment				15,057
Goodwill				2,703
Current liabilities				(16,127)
Total fair value of net assets acquired				56,320
Less cash acquired				(996)
Total cash consideration for acquisition, less cash acquired				55,324
K.Z. Inc. | Dealer Networks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset				13,160
K.Z. Inc. | Trademarks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset				5,540
K.Z. Inc. | Backlog
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset				420
K.Z. Inc. | Non-Compete Agreements
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset				$ 450

XML

Intangible Assets and Goodwill - Additional Information (Detail) (USD $)	9 Months Ended
	Apr. 30, 2015
Intangible Assets And Goodwill [Line Items]
Impairment of goodwill	$ 0

XML

Stockholders' Equity - Additional Information (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended				9 Months Ended
	Apr. 30, 2015	Jan. 31, 2015	Oct. 31, 2014	Apr. 30, 2014	Apr. 30, 2015	Apr. 30, 2014
Stock Based Compensation And Stockholders Equity [Line Items]
Stock-based compensation	$ 1,720			$ 1,295	$ 5,047	$ 3,943
Withholding taxes payable					1,562	1,251
Dividends declared and paid					43,237
Regular Dividend
Stock Based Compensation And Stockholders Equity [Line Items]
Dividends declared and paid per common share	$ 0.27	$ 0.27	$ 0.27	$ 0.23	$ 0.81	$ 0.69
Dividends declared and paid					43,237
Discontinued Operations
Stock Based Compensation And Stockholders Equity [Line Items]
Total compensation expenses					0	480
Restricted Stock
Stock Based Compensation And Stockholders Equity [Line Items]
Withholding taxes payable					$ 1,562	$ 1,251

XML

Property, Plant and Equipment (Detail) (USD $) In Thousands, unless otherwise specified	Apr. 30, 2015	Jul. 31, 2014
Property, Plant and Equipment [Line Items]
Total cost	$ 303,398	$ 273,501
Less accumulated depreciation	(110,584)	(103,639)
Property, plant and equipment, net	192,814	169,862
Land
Property, Plant and Equipment [Line Items]
Total cost	24,696	21,592
Building and Building Improvements
Property, Plant and Equipment [Line Items]
Total cost	198,731	175,611
Machinery and Equipment
Property, Plant and Equipment [Line Items]
Total cost	$ 79,971	$ 76,298

XML

Business Segments

9 Months Ended

Apr. 30, 2015

Business Segments

4. Business Segments

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

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

	Three Months Ended April 30,						Nine Months Ended April 30,
	2015			2014			2015			2014
Net sales:
Recreational vehicles:
Towables	$	919,358		$	800,737		$	2,294,226		$	1,896,064
Motorized		254,897			246,086			654,437			586,052
Total	$	1,174,255		$	1,046,823		$	2,948,663		$	2,482,116
	Three Months Ended April 30,						Nine Months Ended April 30,
	2015			2014			2015			2014
Income (loss) from continuing operations before income taxes:
Recreational vehicles:
Towables	$	83,771		$	72,572		$	173,390		$	137,111
Motorized		19,853			17,669			46,821			42,305
Total recreational vehicles		103,624			90,241			220,211			179,416
Corporate		(9,063	)		(7,493	)		(24,807	)		(18,325	)
Total	$	94,561		$	82,748		$	195,404		$	161,091
							April 30, 2015			July 31, 2014
Total assets:
Recreational vehicles:
Towables							$	995,488		$	868,017
Motorized								207,201			170,251
Total recreational vehicles								1,202,689			1,038,268
Corporate								347,573			370,450
Total							$	1,550,262		$	1,408,718

XML

Schedule of Change in Retained Earnings (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Apr. 30, 2015	Apr. 30, 2014
Retained Earnings Adjustments [Line Items]
Beginning Balance			$ 1,030,428
Net income	62,845	55,122	130,418	112,422
Dividends declared and paid			(43,237)
Ending Balance	$ 1,117,609		$ 1,117,609

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Earnings Per Common Share (Detail)	3 Months Ended		9 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Apr. 30, 2015	Apr. 30, 2014
Earnings Per Share Disclosure [Line Items]
Weighted average common shares outstanding for basic earnings per share	53,380,651	53,289,864	53,363,872	53,261,186
Stock options, unvested restricted stock and restricted stock units	114,848	95,500	97,598	84,458
Weighted average common shares outstanding for diluted earnings per share	53,495,499	53,385,364	53,461,470	53,345,644

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Intangible Assets and Goodwill (Tables)

9 Months Ended

Apr. 30, 2015

Components of Amortizable Intangible Assets

The components of amortizable intangible assets are as follows:

	Weighted Average Remaining Life in Years at April 30, 2015	April 30, 2015				July 31, 2014
		Cost		Accumulated Amortization		Cost		Accumulated Amortization
Dealer networks	9	$	105,060	$	34,641	$	90,760	$	27,102
Trademarks	20		49,282		6,973		43,882		5,479
Design technology and other intangibles	9		22,850		7,942		23,070		6,775
Non-compete agreements	2		4,710		4,019		4,710		3,283
Total amortizable intangible assets		$	181,902	$	53,575	$	162,422	$	42,639

Estimated Amortization Expense

Estimated annual amortization expense is as follows:

For the fiscal year ending July 31, 2015	$	15,615
For the fiscal year ending July 31, 2016		16,942
For the fiscal year ending July 31, 2017		14,681
For the fiscal year ending July 31, 2018		13,545
For the fiscal year ending July 31, 2019		12,198
For the fiscal year ending July 31, 2020		11,155
For the fiscal year ending July 31, 2021 and thereafter		55,797
	$	139,933

Schedule of Change in Carrying Value in Goodwill

The change in the carrying value of goodwill from July 31, 2014 to April 30, 2015 is as follows:

Balance at July 31, 2014	$	256,579
Acquisition of towables business		13,072
Balance at April 30, 2015	$	269,651

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Property, Plant and Equipment (Tables)

9 Months Ended

Apr. 30, 2015

Property, Plant and Equipment

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

	April 30, 2015			July 31, 2014
Land	$	24,696		$	21,592
Buildings and improvements		198,731			175,611
Machinery and equipment		79,971			76,298
Total cost		303,398			273,501
Less accumulated depreciation		(110,584	)		(103,639	)
Property, plant and equipment, net	$	192,814		$	169,862

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Product Warranties - Additional Information (Detail)	9 Months Ended
	Apr. 30, 2015
Product Warranty Liability [Line Items]
Warranty period for retail customers, years	1 year

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Earnings Per Common Share - Additional Information (Detail)	9 Months Ended
	Apr. 30, 2015	Apr. 30, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive stock options, unvested restricted stock and restricted stock units outstanding	25,290	20,318

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Product Warranties (Tables)

9 Months Ended

Apr. 30, 2015

Schedule of Changes in Product Warranty Liabilities

Changes in our product warranty reserves are as follows:

	Three Months Ended April 30,						Nine Months Ended April 30,
	2015			2014			2015			2014
Beginning balance	$	102,048		$	84,134		$	94,938		$	84,250
Provision		31,995			24,383			88,225			65,576
Payments		(26,685	)		(21,564	)		(80,469	)		(63,482	)
Acquisitions		400			—			5,064			609
Ending balance	$	107,758		$	86,953		$	107,758		$	86,953

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Contingent Liabilities and Commitments and Legal Matters (Tables)

9 Months Ended

Apr. 30, 2015

Losses Due to Repurchases Related to Repurchase Agreements

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

	Three Months Ended April 30,				Nine Months Ended April 30,
	2015		2014		2015		2014
Cost of units repurchased	$	257	$	598	$	6,484	$	1,047
Realization of units resold		244		526		5,405		916
Losses due to repurchase	$	13	$	72	$	1,079	$	131

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Discontinued Operations

9 Months Ended

Apr. 30, 2015

Discontinued Operations

3. Discontinued Operations

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

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

The Company recorded a pre-tax gain on the bus business sale of $7,079. The results of operations for the bus business, including the gain on the sale of the bus business, have been reported as discontinued operations in the Condensed Consolidated Statements of Income and Comprehensive Income for all periods presented.

The following table summarizes the results of discontinued operations:

	Three Months Ended April 30,				Nine Months Ended April 30,
Discontinued Operations:	2015		2014		2015		2014
Net sales	$	—	$	—	$	—	$	83,903
Operating loss of discontinued operations	$	(1,280)	$	(716)	$	(4,279)	$	(5,280)
Pre-tax gain on disposal of discontinued business		—		—		—		7,079
Income (loss) before income taxes		(1,280)		(716)		(4,279)		1,799
Income tax benefit		(573)		(713)		(1,677)		(1,886)
Income (loss) from discontinued operations, net of taxes	$	(707)	$	(3)	$	(2,602)	$	3,685

The operating loss of discontinued operations for the three and nine months ended April 30, 2015 reflects expenses incurred directly related to the former bus operations, including ongoing costs related to liabilities retained by the Company under the ASV SPA for bus product liability and worker’s compensation claims occurring prior to the closing date of the sale.

As a result of the sale of the bus business, and in accordance with the ASV SPA, the Company is no longer the primary obligor to the taxing authorities for bus operations in certain states. As a result, the Company eliminated certain reserves associated with uncertain tax positions resulting in a net tax benefit of $1,883, which is included in the discontinued operations income tax benefit of $1,886 for the nine months ended April 30, 2014. Under the terms of the sale, the Company has agreed to indemnify ASV for any claims made by the taxing authorities after the date of sale for these uncertain tax positions, but does not expect future losses under this guarantee to be material.

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Stockholders' Equity (Tables)

9 Months Ended

Apr. 30, 2015

Schedule of Change in Retained Earnings

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

Balance as of July 31, 2014	$	1,030,428
Net income		130,418
Dividends declared and paid		(43,237	)
Balance as of April 30, 2015	$	1,117,609

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Business Segments - Additional Information (Detail)	9 Months Ended
	Apr. 30, 2015 Segment
Segment Reporting Information [Line Items]
Number of reportable segments	2

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Concentration of Risk - Additional Information (Detail) (Freedom Roads, LLC)	9 Months Ended		12 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Jul. 31, 2014
Net Sales
Concentration Risk [Line Items]
Concentration risk percentage	16.00%	16.00%
Accounts Receivable
Concentration Risk [Line Items]
Concentration risk percentage	19.00%		21.00%

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Apr. 30, 2015	Jul. 31, 2014
Current assets:
Cash and cash equivalents	$ 259,418	$ 289,336
Accounts receivable, trade, less allowance for doubtful accounts of $509 and $348, respectively	339,889	264,927
Accounts receivable, other	18,256	14,866
Inventories	256,556	216,354
Notes receivable	8,549	1,429
Prepaid income taxes, expenses and other	9,039	5,740
Deferred income taxes, net	56,157	51,397
Total current assets	947,864	844,049
Property, plant and equipment, net	192,814	169,862
Other assets:
Goodwill	269,651	256,579
Amortizable intangible assets	128,327	119,783
Long-term notes receivable	601	8,992
Other	11,005	9,453
Total other assets	409,584	394,807
TOTAL ASSETS	1,550,262	1,408,718
Current liabilities:
Accounts payable	198,392	164,619
Accrued liabilities:
Compensation and related items	51,853	43,888
Product warranties	107,758	94,938
Income and other taxes	14,554	18,468
Promotions and rebates	19,921	17,474
Product, property and related liabilities	12,142	12,928
Other	17,021	18,400
Total current liabilities	421,641	370,715
Unrecognized income tax benefits	18,738	23,689
Deferred income taxes, net	21,361	19,388
Other long-term liabilities	19,738	17,229
Total long-term liabilities	59,837	60,306
Contingent liabilities and commitments
Stockholders' equity:
Preferred stock - authorized 1,000,000 shares; none outstanding
Common stock - par value of $.10 per share; authorized 250,000,000 shares; issued 62,306,037 and 62,210,429 shares, respectively	6,231	6,221
Additional paid-in capital	213,959	208,501
Retained earnings	1,117,609	1,030,428
Less treasury shares of 8,911,474 and 8,880,877, respectively, at cost	(269,015)	(267,453)
Total stockholders' equity	1,068,784	977,697
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 1,550,262	$ 1,408,718

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Schedule of Major Classifications of Inventories (Detail) (USD $) In Thousands, unless otherwise specified	Apr. 30, 2015	Jul. 31, 2014
Inventory [Line Items]
Raw materials	$ 136,492	$ 122,150
Chassis	44,096	45,231
Work in process	55,277	49,537
Finished goods	50,564	27,424
Total	286,429	244,342
Excess of FIFO costs over LIFO costs	(29,873)	(27,988)
Total inventories	$ 256,556	$ 216,354

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Nature of Operations and Accounting Policies

9 Months Ended

Apr. 30, 2015

Nature of Operations and Accounting Policies

1. Nature of Operations and Accounting Policies

Nature of Operations

Thor Industries, Inc. was founded in 1980 and, through its subsidiaries (collectively, the “Company”), manufactures a wide range of recreational vehicles (“RVs”) at various manufacturing facilities located primarily in Indiana and Ohio. These products are sold to independent dealers primarily throughout the United States and Canada. See Note 16 to the Condensed Consolidated Financial Statements regarding the acquisition of a supplier to the RV and other industries made subsequent to the quarter ended April 30, 1015. Unless the context otherwise requires or indicates, all references to “Thor”, the “Company”, “we”, “our” and “us” refer to Thor Industries, Inc. and its subsidiaries.

As of April 30, 2015, the Company’s core business activities are comprised of two distinct operations, which include the design, manufacture and sale of both towable recreational vehicles and motorized recreational vehicles. Accordingly, the Company has presented segment financial information for these two segments in Note 4 to the Condensed Consolidated Financial Statements. See Note 3, “Discontinued Operations,” in the Notes to the Condensed Consolidated Financial Statements for a description of the Company’s bus operations which were sold during the three months ended October 31, 2013. The accompanying financial statements (including footnote disclosures unless otherwise indicated) reflect these bus operations as discontinued operations apart from the Company’s continuing recreational vehicle operations.

The July 31, 2014 amounts are derived from the annual audited financial statements. The interim financial statements are unaudited. In the opinion of management, all adjustments (which consist of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented have been made. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014. Due to seasonality within the recreational vehicle industry, annualizing the results of operations for the nine months ended April 30, 2015 would not necessarily be indicative of the results for a full fiscal year.

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

Accounting Pronouncements

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

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606),” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This standard will supersede most current revenue recognition guidance. Under the new standard, entities are required to identify the contract with a customer, identify the separate performance obligations in the contract, determine the transaction price, allocate the transaction price to the separate performance obligations in the contract and recognize the appropriate amount of revenue when (or as) the entity satisfies each performance obligation. The standard as stated is effective for fiscal years, and the interim periods within those years, beginning on or after December 15, 2016. In April 2015, however, the FASB proposed a one year deferral of the effective date which is still under consideration. Absent this one year deferral, the standard is effective for the Company in its fiscal year 2018 beginning on August 1, 2017. Entities have the option of using either retrospective transition or a modified approach in applying the new standard. The Company is currently evaluating the approach it will use to apply the new standard and the impact that the adoption of the new standard will have on the Company’s consolidated financial statements.

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Contingent Liabilities and Commitments and Legal Matters - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Apr. 30, 2015	Jul. 31, 2014
Loss Contingencies [Line Items]
Standby Repurchase Obligations Amount	$ 1,576,439	$ 1,226,650
Term of Commitments	Up to eighteen months
Repurchase and guarantee reserve balances	$ 4,942	$ 3,948

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Acquisitions - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended		0 Months Ended		3 Months Ended	0 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	May 01, 2014	Oct. 31, 2013	Apr. 30, 2014	Aug. 30, 2013	Jan. 05, 2015
Business Acquisition [Line Items]
Payment to acquire business, net	$ 49,265	$ 33,683
K.Z. Inc.
Business Acquisition [Line Items]
Payment to acquire business			53,405
Asset purchase agreement date			May 01, 2014
Purchase price adjustment			2,915
Cash on hand at the acquisition date			996
Payment to acquire business, net			55,324
Amortizable intangible assets, weighted average useful life			13 years 10 months 24 days
Bison
Business Acquisition [Line Items]
Payment to acquire business				16,718	16,914
Asset purchase agreement date				Oct. 31, 2013
Amortizable intangible assets, weighted average useful life				13 years 3 months 18 days
Additional cash payment					196
Livin' Lite
Business Acquisition [Line Items]
Asset purchase agreement date						Aug. 30, 2013
Cash on hand at the acquisition date						247
Payment to acquire business, net						16,769
Amortizable intangible assets, weighted average useful life						10 years 2 months 12 days
Cruiser RV, LLC and DRV, LLC
Business Acquisition [Line Items]
Payment to acquire business							47,412
Asset purchase agreement date							Dec. 31, 2014
Purchase price adjustment	1,073
Cash on hand at the acquisition date	1,062						1,062
Payment to acquire business, net	$ 46,350						$ 47,423
Amortizable intangible assets, weighted average useful life							13 years 10 months 24 days
Dealer Networks
Business Acquisition [Line Items]
Intangible assets amortization period	9 years		12 years	12 years		8 years	12 years
Amortizable intangible assets, amortization method	Accelerated cash flow basis
Trademarks
Business Acquisition [Line Items]
Intangible assets amortization period	20 years		20 years	20 years		20 years	20 years
Amortizable intangible assets, amortization method	Straight line basis
Non-Compete Agreements
Business Acquisition [Line Items]
Intangible assets amortization period	2 years		5 years			2 years
Amortizable intangible assets, amortization method	Straight line basis
Backlog
Business Acquisition [Line Items]
Intangible assets amortization period			2 months	42 days		42 days	42 days
Amortizable intangible assets, amortization method	Straight line basis
Design Technology Assets
Business Acquisition [Line Items]
Intangible assets amortization period						5 years
Amortizable intangible assets, amortization method	Straight line basis

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Unaudited Pro Forma Information (Detail) (Postle and CRV/DRV, USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Apr. 30, 2015	Apr. 30, 2014
Postle and CRV/DRV
Business Acquisition, Pro Forma Information [Line Items]
Net sales	$ 1,223,333	$ 1,124,114	$ 3,137,484	$ 2,676,873
Net income	$ 64,834	$ 58,925	$ 140,174	$ 116,108
Basic earnings per common share	$ 1.21	$ 1.11	$ 2.63	$ 2.18
Diluted earnings per common share	$ 1.21	$ 1.10	$ 2.62	$ 2.18

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Nature of Operations and Accounting Policies (Policies)

9 Months Ended

Apr. 30, 2015

Nature of Operations

Nature of Operations

Thor Industries, Inc. was founded in 1980 and, through its subsidiaries (collectively, the “Company”), manufactures a wide range of recreational vehicles (“RVs”) at various manufacturing facilities located primarily in Indiana and Ohio. These products are sold to independent dealers primarily throughout the United States and Canada. See Note 16 to the Condensed Consolidated Financial Statements regarding the acquisition of a supplier to the RV and other industries made subsequent to the quarter ended April 30, 1015. Unless the context otherwise requires or indicates, all references to “Thor”, the “Company”, “we”, “our” and “us” refer to Thor Industries, Inc. and its subsidiaries.

As of April 30, 2015, the Company’s core business activities are comprised of two distinct operations, which include the design, manufacture and sale of both towable recreational vehicles and motorized recreational vehicles. Accordingly, the Company has presented segment financial information for these two segments in Note 4 to the Condensed Consolidated Financial Statements. See Note 3, “Discontinued Operations,” in the Notes to the Condensed Consolidated Financial Statements for a description of the Company’s bus operations which were sold during the three months ended October 31, 2013. The accompanying financial statements (including footnote disclosures unless otherwise indicated) reflect these bus operations as discontinued operations apart from the Company’s continuing recreational vehicle operations.

The July 31, 2014 amounts are derived from the annual audited financial statements. The interim financial statements are unaudited. In the opinion of management, all adjustments (which consist of normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented have been made. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014. Due to seasonality within the recreational vehicle industry, annualizing the results of operations for the nine months ended April 30, 2015 would not necessarily be indicative of the results for a full fiscal year.

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

Accounting Pronouncements

Accounting Pronouncements

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

In May 2014, the FASB issued Accounting Standards Update No. 2014-09 “Revenue from Contracts with Customers (Topic 606),” which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. This standard will supersede most current revenue recognition guidance. Under the new standard, entities are required to identify the contract with a customer, identify the separate performance obligations in the contract, determine the transaction price, allocate the transaction price to the separate performance obligations in the contract and recognize the appropriate amount of revenue when (or as) the entity satisfies each performance obligation. The standard as stated is effective for fiscal years, and the interim periods within those years, beginning on or after December 15, 2016. In April 2015, however, the FASB proposed a one year deferral of the effective date which is still under consideration. Absent this one year deferral, the standard is effective for the Company in its fiscal year 2018 beginning on August 1, 2017. Entities have the option of using either retrospective transition or a modified approach in applying the new standard. The Company is currently evaluating the approach it will use to apply the new standard and the impact that the adoption of the new standard will have on the Company’s consolidated financial statements.

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Summary of Fair Value Assigned to Net Assets Acquired (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended		0 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Jan. 05, 2015	Jul. 31, 2014
Business Acquisition [Line Items]
Goodwill	$ 269,651			$ 256,579
Total cash consideration for acquisition, less cash acquired	49,265	33,683
Cruiser RV, LLC and DRV, LLC
Business Acquisition [Line Items]
Cash	1,062		1,062
Other current assets			22,175
Property, plant and equipment			4,533
Goodwill			13,072
Current liabilities			(12,507)
Total fair value of net assets acquired			48,485
Less cash acquired			(1,062)
Total cash consideration for acquisition, less cash acquired	46,350		47,423
Cruiser RV, LLC and DRV, LLC | Dealer Networks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset			14,300
Cruiser RV, LLC and DRV, LLC | Trademarks
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset			5,400
Cruiser RV, LLC and DRV, LLC | Backlog
Business Acquisition [Line Items]
Business acquisition allocated to amortizing intangible asset			$ 450

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Discontinued Operations (Tables)

9 Months Ended

Apr. 30, 2015

Operating Results of Discontinued Operations

The following table summarizes the results of discontinued operations:

	Three Months Ended April 30,				Nine Months Ended April 30,
Discontinued Operations:	2015		2014		2015		2014
Net sales	$	—	$	—	$	—	$	83,903
Operating loss of discontinued operations	$	(1,280)	$	(716)	$	(4,279)	$	(5,280)
Pre-tax gain on disposal of discontinued business		—		—		—		7,079
Income (loss) before income taxes		(1,280)		(716)		(4,279)		1,799
Income tax benefit		(573)		(713)		(1,677)		(1,886)
Income (loss) from discontinued operations, net of taxes	$	(707)	$	(3)	$	(2,602)	$	3,685

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Acquisitions

9 Months Ended

Apr. 30, 2015

Acquisitions

2. Acquisitions

Cruiser RV, LLC and DRV, LLC

On January 5, 2015, the Company closed on a Stock Purchase Agreement (“CRV/DRV SPA”) for the acquisition of all the outstanding membership units of towable recreational vehicle manufacturer Cruiser RV, LLC (“CRV”) and luxury fifth wheel towable recreational vehicle manufacturer DRV, LLC (“DRV”) through its Heartland Recreational Vehicles, LLC subsidiary (“Heartland”). In accordance with the CRV/DRV SPA, the closing was deemed effective as of January 1, 2015. As contemplated in the CRV/DRV SPA, the Company also acquired, in a series of integrated transactions, certain real estate used in the ongoing operations of CRV and DRV. The initial cash paid for this acquisition was $47,412, subject to adjustment, and was funded entirely from the Company’s cash on hand. This payment of $47,412, less the $1,062 of cash on hand at the acquisition date, resulted in initial net cash consideration of $46,350. Thus far, adjustments to increase the net cash consideration of $1,073 have been identified and are included in accounts payable in the April 30, 2015 Condensed Consolidated Balance Sheet. The $1,073 was based on the preliminary determination of the actual net assets as of the close of business on December 31, 2014, includes reimbursing the seller for the $1,062 of cash on hand at the acquisition date and was paid during the fourth quarter of fiscal 2015. The Company purchased CRV and DRV to expand its towable recreational vehicle market share and to supplement and expand its existing lightweight travel trailer and luxury fifth wheel product offerings and dealer base.

The following table summarizes the fair values assigned to the CRV and DRV net assets acquired, which are based on internal and independent external valuations. Additional adjustments to certain accounts, such as acquired medical benefit liabilities, are possible but not expected to be material:

Cash	$	1,062
Other current assets		22,175
Property, plant and equipment		4,533
Dealer network		14,300
Trademarks		5,400
Backlog		450
Goodwill		13,072
Current liabilities		(12,507	)
Total fair value of net assets acquired		48,485
Less cash acquired		(1,062	)
Total cash consideration for acquisition, less cash acquired	$	47,423

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

K.Z., Inc.

On May 1, 2014, the Company closed on a Stock Purchase Agreement for the acquisition of all the outstanding capital stock of towable recreational vehicle manufacturer K.Z., Inc. (“KZ”) for initial cash consideration of $53,405, subject to adjustment, which was funded entirely from the Company’s cash on hand. The final purchase price payment of $2,915, included in accounts payable as of July 31, 2014, was based on a final determination of actual net working capital as of the May 1, 2014 closing date and was paid during the first quarter of fiscal 2015. The $2,915 included reimbursing the seller for $996 of cash on hand at the acquisition date. KZ operates as an independent operation in the same manner as the Company’s other recreational vehicle subsidiaries and is aggregated within the Company’s towable recreational vehicle reportable segment. The Company purchased KZ to expand its towable recreational vehicle market share and supplement its existing towable RV product offerings and dealer base.

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

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

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

Bison Coach

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

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

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

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

Livin’ Lite RV, Inc.

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

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

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

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

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Apr. 30, 2015	Jul. 31, 2014
Allowance for doubtful accounts	$ 509	$ 348
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.10	$ 0.10
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	62,306,037	62,210,429
Treasury, shares	8,911,474	8,880,877

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Product Warranties

9 Months Ended

Apr. 30, 2015

Product Warranties

12. Product Warranties

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

Changes in our product warranty reserves are as follows:

	Three Months Ended April 30,						Nine Months Ended April 30,
	2015			2014			2015			2014
Beginning balance	$	102,048		$	84,134		$	94,938		$	84,250
Provision		31,995			24,383			88,225			65,576
Payments		(26,685	)		(21,564	)		(80,469	)		(63,482	)
Acquisitions		400			—			5,064			609
Ending balance	$	107,758		$	86,953		$	107,758		$	86,953

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Document and Entity Information	9 Months Ended
	Apr. 30, 2015	May 31, 2015
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Apr. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Trading Symbol	THO
Entity Registrant Name	THOR INDUSTRIES INC
Entity Central Index Key	0000730263
Current Fiscal Year End Date	--07-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		52,394,563

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Provision for Income Taxes

9 Months Ended

Apr. 30, 2015

Provision for Income Taxes

13. Provision for Income Taxes

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current period and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Fluctuations in the actual outcome of these tax consequences could materially impact our financial position or results of operations.

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

The overall effective income tax rate for the three months ended April 30, 2015 was 32.8% compared with 33.4% for the three months ended April 30, 2014. The primary reason for the decrease in the effective income tax rate was the favorable effective settlement of uncertain tax benefits that occurred in the three months ended April 30, 2015.

The overall effective income tax rate for the nine months ended April 30, 2015 was 31.9% compared with 32.5% for the nine months ended April 30, 2014. The primary reason for the decrease in the effective income tax rate was the retroactive reinstatement of the federal research and development credit and other credits that occurred during the nine months ended April 30, 2015. In addition, the effective income tax rates for the fiscal 2014 and fiscal 2015 periods were both impacted, to a similar extent, by various uncertain tax benefits that settled favorably.

It is the Company’s policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense. For the nine months ended April 30, 2015, the Company released $7,368 of gross uncertain tax positions and related interest and penalties recorded at July 31, 2014 related to the effective settlement of various uncertain tax positions and statute of limitation expirations, which resulted in a net income tax benefit of $3,762. The Company accrued $385 in interest and penalties related to the remaining uncertain tax positions recorded at July 31, 2014 and recorded $90 of additional uncertain tax benefit reserve related to previous tax periods. For the three months ended April 30, 2015, the Company released $2,862 of gross uncertain tax positions and related interest and penalties recorded at July 31, 2014 related to the effective settlement of various uncertain tax positions and statute of limitation expirations, which resulted in a net income tax benefit of $1,375 and accrued $92 in interest and penalties.

The Company anticipates a decrease of approximately $3,640 in unrecognized tax benefits, and $690 in accrued interest and penalties related to unrecognized tax benefits recorded as of April 30, 2015, within the next 12 months from expected settlements or payments of uncertain tax positions and lapses of the applicable statutes of limitations. In addition, the Company is currently in the process of pursuing a variety of settlement alternatives with taxing authorities. It is reasonably possible that some of these settlements could be finalized in the next 12 months. If these settlements are finalized within the next 12 months, the gross unrecognized tax benefits may decrease $540 and related accrued interest and penalties may decrease $410. It is reasonably possible that some of these settlements will result in cash payments by the Company. Actual results may differ from these estimates.

Generally, fiscal years 2012, 2013 and 2014 remain open for federal income tax purposes and fiscal years 2011, 2012, 2013 and 2014 remain open for state and foreign income tax purposes. The Company and its subsidiaries file a consolidated U.S. federal income tax return and multiple state income tax returns. The Company is currently being audited by the state of Indiana for tax years ended July 31, 2008, 2009 and 2010 and the state of Illinois for tax years ended July 31, 2011 and 2012. The Company believes it has adequately reserved for its exposure to additional payments for uncertain tax positions related to its Indiana and Illinois income tax returns in its liability for unrecognized tax benefits.

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Condensed Consolidated Statements of Income and Comprehensive Income (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Apr. 30, 2015	Apr. 30, 2014
Net sales	$ 1,174,255	$ 1,046,823	$ 2,948,663	$ 2,482,116
Cost of products sold	1,007,654	904,743	2,562,397	2,164,526
Gross profit	166,601	142,080	386,266	317,590
Selling, general and administrative expenses	68,940	56,953	181,231	149,060
Amortization of intangible assets	3,950	3,102	11,606	9,166
Impairment charges				710
Interest income	287	314	994	1,215
Interest expense			1	7
Other income, net	563	409	982	1,229
Income from continuing operations before income taxes	94,561	82,748	195,404	161,091
Income taxes	31,009	27,623	62,384	52,354
Net income from continuing operations	63,552	55,125	133,020	108,737
Income (loss) from discontinued operations, net of income taxes	(707)	(3)	(2,602)	3,685
Net income	62,845	55,122	130,418	112,422
Weighted average common shares outstanding:
Basic	53,380,651	53,289,864	53,363,872	53,261,186
Diluted	53,495,499	53,385,364	53,461,470	53,345,644
Earnings per common share from continuing operations:
Basic	$ 1.19	$ 1.03	$ 2.49	$ 2.04
Diluted	$ 1.19	$ 1.03	$ 2.49	$ 2.04
Earnings (loss) per common share from discontinued operations:
Basic	$ (0.01)		$ (0.05)	$ 0.07
Diluted	$ (0.02)		$ (0.05)	$ 0.07
Earnings per common share:
Basic	$ 1.18	$ 1.03	$ 2.44	$ 2.11
Diluted	$ 1.17	$ 1.03	$ 2.44	$ 2.11
Net income	62,845	55,122	130,418	112,422
Unrealized appreciation on investments, net of income tax				22
Comprehensive income	$ 62,845	$ 55,122	$ 130,418	$ 112,444
Regular Dividend
Earnings per common share:
Dividends paid per common share	$ 0.27	$ 0.23	$ 0.81	$ 0.69
Special Dividend
Earnings per common share:
Dividends paid per common share				$ 1.00

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Property, Plant and Equipment

9 Months Ended

Apr. 30, 2015

Property, Plant and Equipment

7. Property, Plant and Equipment

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

	April 30, 2015			July 31, 2014
Land	$	24,696		$	21,592
Buildings and improvements		198,731			175,611
Machinery and equipment		79,971			76,298
Total cost		303,398			273,501
Less accumulated depreciation		(110,584	)		(103,639	)
Property, plant and equipment, net	$	192,814		$	169,862

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

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Inventories

9 Months Ended

Apr. 30, 2015

Inventories

6. Inventories

Major classifications of inventories are:

	April 30, 2015			July 31, 2014
Raw materials	$	136,492		$	122,150
Chassis		44,096			45,231
Work in process		55,277			49,537
Finished goods		50,564			27,424
Total		286,429			244,342
Excess of FIFO costs over LIFO costs		(29,873	)		(27,988	)
Total inventories	$	256,556		$	216,354

Of the $286,429 and $244,342 of inventories at April 30, 2015 and July 31, 2014, all but $55,826 and $36,096, respectively, at certain subsidiaries were valued on a last-in, first-out basis. The $55,826 and $36,096 of inventories were valued on a first-in, first-out method.

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Acquisitions (Tables)

9 Months Ended

Apr. 30, 2015

Postle Operating, LLC

Summary of Fair Value Assigned to Assets Acquired

The following table summarizes our preliminary approximation of the fair value of the net assets acquired:

Cash	$	1,639
Accounts receivable		23,000
Inventories		34,000
Property, plant and equipment		26,000
Other assets		500
Goodwill and intangible assets		91,315
Current liabilities		(26,000	)
Capital lease obligations		(4,500	)
Total preliminary approximation of net assets acquired		145,954
Less cash acquired		(1,639	)
Total preliminary cash consideration for acquisition, less cash acquired	$	144,315

K.Z. Inc.

Summary of Fair Value Assigned to Assets Acquired

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

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

Bison

Summary of Fair Value Assigned to Assets Acquired

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

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

Livin' Lite

Summary of Fair Value Assigned to Assets Acquired

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

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

Cruiser RV, LLC and DRV, LLC

Summary of Fair Value Assigned to Assets Acquired

The following table summarizes the fair values assigned to the CRV and DRV net assets acquired, which are based on internal and independent external valuations. Additional adjustments to certain accounts, such as acquired medical benefit liabilities, are possible but not expected to be material:

Cash	$	1,062
Other current assets		22,175
Property, plant and equipment		4,533
Dealer network		14,300
Trademarks		5,400
Backlog		450
Goodwill		13,072
Current liabilities		(12,507	)
Total fair value of net assets acquired		48,485
Less cash acquired		(1,062	)
Total cash consideration for acquisition, less cash acquired	$	47,423

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Contingent Liabilities and Commitments and Legal Matters

9 Months Ended

Apr. 30, 2015

Contingent Liabilities and Commitments and Legal Matters

14. Contingent Liabilities and Commitments and Legal Matters

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

The Company’s total commercial commitments under standby repurchase obligations on dealer inventory financing as of April 30, 2015 and July 31, 2014 were $1,576,439 and $1,226,650, respectively. The commitment term is primarily up to eighteen months.

The Company accounts for the guarantee under repurchase agreements of dealers’ financing by deferring a portion of the related product sale that represents the estimated fair value of the guarantee at inception. The estimated fair value takes into account an estimate of the losses that may be incurred upon resale of any repurchases. This estimate is based on recent historical experience supplemented by the Company’s assessment of current economic and other conditions affecting its dealers. This deferred amount is included in the repurchase and guarantee reserve balances of $4,942 and $3,948 as of April 30, 2015 and July 31, 2014, respectively, which are included in other current liabilities on the Condensed Consolidated Balance Sheets.

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

	Three Months Ended April 30,				Nine Months Ended April 30,
	2015		2014		2015		2014
Cost of units repurchased	$	257	$	598	$	6,484	$	1,047
Realization of units resold		244		526		5,405		916
Losses due to repurchase	$	13	$	72	$	1,079	$	131

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. 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.

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Loan Transactions and Related Notes Receivable

9 Months Ended

Apr. 30, 2015

Loan Transactions and Related Notes Receivable

10. Loan Transactions and Related Notes Receivable

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

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

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

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Losses Due to Repurchases Related to Repurchase Agreements (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Apr. 30, 2015	Apr. 30, 2014
Loss Contingencies [Line Items]
Cost of units repurchased	$ 257	$ 598	$ 6,484	$ 1,047
Realization of units resold	244	526	5,405	916
Losses due to repurchase	$ 13	$ 72	$ 1,079	$ 131

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Intangible Assets and Goodwill

9 Months Ended

Apr. 30, 2015

Intangible Assets and Goodwill

8. Intangible Assets and Goodwill

The components of amortizable intangible assets are as follows:

	Weighted Average Remaining Life in Years at April 30, 2015	April 30, 2015				July 31, 2014
		Cost		Accumulated Amortization		Cost		Accumulated Amortization
Dealer networks	9	$	105,060	$	34,641	$	90,760	$	27,102
Trademarks	20		49,282		6,973		43,882		5,479
Design technology and other intangibles	9		22,850		7,942		23,070		6,775
Non-compete agreements	2		4,710		4,019		4,710		3,283
Total amortizable intangible assets		$	181,902	$	53,575	$	162,422	$	42,639

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

Estimated annual amortization expense is as follows:

For the fiscal year ending July 31, 2015	$	15,615
For the fiscal year ending July 31, 2016		16,942
For the fiscal year ending July 31, 2017		14,681
For the fiscal year ending July 31, 2018		13,545
For the fiscal year ending July 31, 2019		12,198
For the fiscal year ending July 31, 2020		11,155
For the fiscal year ending July 31, 2021 and thereafter		55,797
	$	139,933

The change in the carrying value of goodwill from July 31, 2014 to April 30, 2015 is as follows:

Balance at July 31, 2014	$	256,579
Acquisition of towables business		13,072
Balance at April 30, 2015	$	269,651

All of the recorded goodwill at both April 30, 2015 and July 31, 2014 resides in the towable recreational vehicle segment.

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

Management engages an independent valuation firm to assist in its impairment assessments. The Company completed its annual impairment review as of April 30, 2015 and no impairment of goodwill was identified.

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Concentration of Risk

9 Months Ended

Apr. 30, 2015

Concentration of Risk

9. Concentration of Risk

One dealer, FreedomRoads, LLC (“FreedomRoads”), accounted for 16% of the Company’s continuing consolidated net sales for both the nine months ended April 30, 2015 and the nine months ended April 30, 2014. This dealer also accounted for 19% of the Company’s consolidated trade accounts receivable at April 30, 2015 and 21% at July 31, 2014. The loss of this dealer could have a significant effect on the Company’s business.

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Investments and Fair Value Measurements

9 Months Ended

Apr. 30, 2015

Investments and Fair Value Measurements

11. Investments and Fair Value Measurements

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

The Company carries at fair value its investments in securities (primarily in mutual funds) held for the benefit of certain employees of the Company as part of a deferred compensation plan—measured with Level 1 inputs. Deferred compensation plan asset balances of $10,582 and $8,973 were recorded as of April 30, 2015 and July 31, 2014, respectively, as components of other long-term assets in the Condensed Consolidated Balance Sheets. An equal and offsetting liability was also recorded in regards to the deferred compensation plan as a component of other long-term liabilities in the Condensed Consolidated Balance Sheets. Changes in the fair value of the plan assets and the related liability are both reflected in the Condensed Consolidated Statements of Income and Comprehensive Income.

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Summary of Preliminary Fair Value Assigned to Net Assets Acquired (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended		0 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	May 01, 2015
Business Acquisition [Line Items]
Total preliminary cash consideration for acquisition, less cash acquired	$ 49,265	$ 33,683
Subsequent Event | Postle Operating, LLC
Business Acquisition [Line Items]
Cash			1,639
Accounts receivable			23,000
Inventories			34,000
Property, plant and equipment			26,000
Other assets			500
Goodwill and intangible assets			91,315
Current liabilities			(26,000)
Capital lease obligations			(4,500)
Total preliminary approximation of net assets acquired			145,954
Less cash acquired			(1,639)
Total preliminary cash consideration for acquisition, less cash acquired			$ 144,315

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Subsequent Event - Additional Information (Detail) (USD $)	12 Months Ended	0 Months Ended
	Jul. 31, 2014	May 15, 2015	May 01, 2015
Postle Operating, LLC
Subsequent Event [Line Items]
Sales	$ 220,000,000
Subsequent Event
Subsequent Event [Line Items]
Common stock purchased, shares		1,000,000
Common stock price per share		$ 60.00
Aggregate purchase price of common stock		60,000,000
Closing price of common stock		$ 61.29
Percentage of issued and outstanding common stock prior to repurchase		1.90%
Subsequent Event | Postle Operating, LLC
Subsequent Event [Line Items]
Payment to acquire business			$ 144,315,000
Asset purchase agreement date			May 01, 2015

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Nature of Operations and Accounting Policies - Additional Information (Detail)	9 Months Ended
	Apr. 30, 2015 Segment
Summary Of Significant Accounting Policies [Line Items]
Number of reportable segments	2

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Schedule of Change in Carrying Value in Goodwill (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Apr. 30, 2015
Goodwill [Line Items]
Beginning Balance	$ 256,579
Acquisition of towables business	13,072
Ending Balance	$ 269,651

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Subsequent Events

9 Months Ended

Apr. 30, 2015

Subsequent Events

16. Subsequent Events

Acquisition

On May 1, 2015, the Company closed on a Membership Interest Purchase Agreement with Postle Aluminum Company, LLC for the acquisition of all the outstanding membership units of Postle Operating, LLC (“Postle”), a manufacturer of aluminum extrusion and specialized component products sold to RV and other manufacturers, for initial cash consideration of $144,315, subject to adjustment. The initial cash consideration was funded entirely from the Company’s cash on hand. The purchase price adjustment will be based on a final determination of the actual net assets as of the May 1, 2015 closing date and is expected to be finalized no later than early fiscal 2016. Postle will operate as an independent operation in the same manner as the Company’s other subsidiaries. Postle generated sales of approximately $220 million in calendar year 2014, which includes sales to certain Company subsidiaries.

The following table summarizes our preliminary approximation of the fair value of the net assets acquired:

Cash	$	1,639
Accounts receivable		23,000
Inventories		34,000
Property, plant and equipment		26,000
Other assets		500
Goodwill and intangible assets		91,315
Current liabilities		(26,000	)
Capital lease obligations		(4,500	)
Total preliminary approximation of net assets acquired		145,954
Less cash acquired		(1,639	)
Total preliminary cash consideration for acquisition, less cash acquired	$	144,315

The determination of the fair values of the assets acquired and liabilities assumed, particularly the fair value of the individual intangible assets acquired, requires significant judgment. This fair value analysis and valuation has not yet been completed. We anticipate completing the fair value determinations by early fiscal 2016. The final fair value determinations may differ from the approximations reflected in the table above. The goodwill arising from the Postle acquisition will be assigned to a non-reportable segment and will be deductible for tax purposes.

The following unaudited pro forma information represents the Company’s results of operations as if the fiscal 2015 acquisitions of both Postle and CRV/DRV had occurred at the beginning of fiscal 2014. These performance results may not be indicative of the actual results that would have occurred under the ownership and management of the Company.

	Three Months Ended April 30,				Nine Months Ended April 30,
	2015		2014		2015		2014
Net sales	$	1,223,333	$	1,124,114	$	3,137,484	$	2,676,873
Net income	$	64,834	$	58,925	$	140,174	$	116,108
Basic earnings per common share	$	1.21	$	1.11	$	2.63	$	2.18
Diluted earnings per common share	$	1.21	$	1.10	$	2.62	$	2.18

Treasury Stock Purchase

The Company entered into a repurchase agreement, dated May 15, 2015 (the “May 15, 2015 Repurchase Agreement”), to purchase certain shares of its common stock from the Thompson Family Foundation (the “Foundation”) in a private transaction. Pursuant to the terms of the May 15, 2015 Repurchase Agreement, the Company purchased from the Foundation 1,000,000 shares of its common stock at a price of $60.00 per share, and held them as treasury stock, representing an aggregate purchase price of $60,000. The closing price of Thor common stock on May 15, 2015 was $61.29. The Foundation held shares of common stock of the Company previously owned by the late Wade F. B. Thompson, the Company’s co-founder and former Chief Executive Officer. At the time of the repurchase transaction, Alan Siegel, a member of the board of directors of the Company (the “Board”), served as a director of the Foundation. The repurchase transaction was evaluated and approved by members of the Board who are not affiliated with the Foundation. The transaction was consummated on May 19, 2015, and the Company used available cash to purchase the shares. The number of shares repurchased by the Company represented 1.9% of the Company’s issued and outstanding common stock immediately prior to the repurchase.

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Earnings Per Common Share (Tables)

9 Months Ended

Apr. 30, 2015

Schedule of Earnings Per Common Share

	Three Months Ended April 30,				Nine Months Ended April 30,
	2015		2014		2015		2014
Weighted average common shares outstanding for basic earnings per share		53,380,651		53,289,864		53,363,872		53,261,186
Stock options, unvested restricted stock and restricted stock units		114,848		95,500		97,598		84,458
Weighted average common shares outstanding for diluted earnings per share		53,495,499		53,385,364		53,461,470		53,345,644

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Components of Amortizable Intangible Assets (Detail) (USD $) In Thousands, unless otherwise specified	0 Months Ended				9 Months Ended
	Jan. 05, 2015	May 01, 2014	Oct. 31, 2013	Aug. 30, 2013	Apr. 30, 2015	Jul. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Cost					$ 181,902	$ 162,422
Accumulated Amortization					53,575	42,639
Dealer Networks
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Life in Years	12 years	12 years	12 years	8 years	9 years
Cost					105,060	90,760
Accumulated Amortization					34,641	27,102
Non-Compete Agreements
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Life in Years		5 years		2 years	2 years
Cost					4,710	4,710
Accumulated Amortization					4,019	3,283
Trademarks
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Life in Years	20 years	20 years	20 years	20 years	20 years
Cost					49,282	43,882
Accumulated Amortization					6,973	5,479
Design Technology And Other Intangibles
Finite-Lived Intangible Assets [Line Items]
Weighted Average Remaining Life in Years					9 years
Cost					22,850	23,070
Accumulated Amortization					$ 7,942	$ 6,775

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Schedule of Segment Reporting Information by Segment (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Apr. 30, 2015	Apr. 30, 2014
Segment Reporting Information [Line Items]
Net sales	$ 1,174,255	$ 1,046,823	$ 2,948,663	$ 2,482,116
Income (loss) from continuing operations before income taxes	94,561	82,748	195,404	161,091
Recreation Vehicles
Segment Reporting Information [Line Items]
Income (loss) from continuing operations before income taxes	103,624	90,241	220,211	179,416
Recreation Vehicles | Towables
Segment Reporting Information [Line Items]
Income (loss) from continuing operations before income taxes	83,771	72,572	173,390	137,111
Recreation Vehicles | Motorized
Segment Reporting Information [Line Items]
Income (loss) from continuing operations before income taxes	19,853	17,669	46,821	42,305
Corporate
Segment Reporting Information [Line Items]
Income (loss) from continuing operations before income taxes	(9,063)	(7,493)	(24,807)	(18,325)
Continuing Operations | Recreation Vehicles
Segment Reporting Information [Line Items]
Net sales	1,174,255	1,046,823	2,948,663	2,482,116
Continuing Operations | Recreation Vehicles | Towables
Segment Reporting Information [Line Items]
Net sales	919,358	800,737	2,294,226	1,896,064
Continuing Operations | Recreation Vehicles | Motorized
Segment Reporting Information [Line Items]
Net sales	$ 254,897	$ 246,086	$ 654,437	$ 586,052

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Apr. 30, 2015	Apr. 30, 2014
Cash flows from operating activities:
Net income	$ 130,418	$ 112,422
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	10,442	9,462
Amortization of intangible assets	11,606	9,229
Impairment charges		710
Deferred income tax provision (benefit)	(2,787)	1,456
Gain on disposal of bus business		(7,079)
Gain on disposition of property, plant and equipment	(81)	(194)
Stock-based compensation expense	5,047	3,943
Excess tax benefits from stock-based awards	(114)	(796)
Changes in assets and liabilities (excluding acquisitions and disposition):
Accounts receivable	(69,373)	(125,492)
Inventories	(27,541)	(79,362)
Prepaid income taxes, expenses and other	(4,466)	(1,890)
Accounts payable	30,136	29,401
Accrued liabilities	10,549	18,590
Other liabilities	(2,442)	(3,950)
Net cash provided by (used in) operating activities	91,394	(33,550)
Cash flows from investing activities:
Purchases of property, plant and equipment	(29,014)	(19,431)
Proceeds from dispositions of property, plant and equipment	91	917
Proceeds from dispositions of investments		700
Proceeds from notes receivable	1,400	6,425
Proceeds from sale of bus business		105,043
Acquisitions, net of cash acquired	(49,265)	(33,683)
Transfer of cash to restricted account		(53,405)
Other	20	(660)
Net cash provided by (used in) investing activities	(76,768)	5,906
Cash flows from financing activities:
Regular cash dividends paid	(43,237)	(36,767)
Special cash dividend paid		(53,290)
Excess tax benefits from stock-based awards	114	796
Proceeds from issuance of common stock	141	2,491
Payments related to vesting of stock-based awards	(1,562)	(1,251)
Net cash used in financing activities	(44,544)	(88,021)
Net decrease in cash and cash equivalents	(29,918)	(115,665)
Cash and cash equivalents, beginning of period	289,336	236,601
Cash and cash equivalents, end of period	259,418	120,936
Supplemental cash flow information:
Income taxes paid	74,062	63,204
Interest paid	1	134
Non-cash transactions:
Capital expenditures in accounts payable	$ 625	$ 1,249

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Earnings Per Common Share

9 Months Ended

Apr. 30, 2015

Earnings Per Common Share

5. Earnings Per Common Share

	Three Months Ended April 30,				Nine Months Ended April 30,
	2015		2014		2015		2014
Weighted average common shares outstanding for basic earnings per share		53,380,651		53,289,864		53,363,872		53,261,186
Stock options, unvested restricted stock and restricted stock units		114,848		95,500		97,598		84,458
Weighted average common shares outstanding for diluted earnings per share		53,495,499		53,385,364		53,461,470		53,345,644

The Company excludes stock options, unvested restricted stock and restricted stock units that have an antidilutive effect from its calculation of weighted average shares outstanding assuming dilution. At April 30, 2015 and 2014, the Company had 25,290 and 20,318, respectively, of stock options, unvested restricted stock and restricted stock units outstanding which were excluded from this calculation as their effect would be antidilutive.

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Provision for Income Taxes - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Apr. 30, 2015	Apr. 30, 2014	Apr. 30, 2015	Apr. 30, 2014
Income Tax [Line Items]
Effective income tax rate	32.80%	33.40%	31.90%	32.50%
Decreases in unrecognized tax benefits resulting from effective settlement	$ 2,862		$ 7,368
Income tax benefit related to gross uncertain tax benefit releases, net	1,375		3,762
Accrued an additional uncertain tax benefit related to prior tax periods			90
Interest and penalties related to uncertain tax benefits	92		385
Expected decrease in unrecognized tax benefits due to resolution of uncertain tax positions			3,640
Expected decrease in interest and penalties due to resolution of uncertain tax positions			690
Expected gross unrecognized tax benefits decrease			540
Expected decrease in interest and penalties			$ 410

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Inventories (Tables)

9 Months Ended

Apr. 30, 2015

Schedule of Major Classifications of Inventories

Major classifications of inventories are:

	April 30, 2015			July 31, 2014
Raw materials	$	136,492		$	122,150
Chassis		44,096			45,231
Work in process		55,277			49,537
Finished goods		50,564			27,424
Total		286,429			244,342
Excess of FIFO costs over LIFO costs		(29,873	)		(27,988	)
Total inventories	$	256,556		$	216,354

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Discontinued Operations - Additional Information (Detail) (USD $) In Thousands, unless otherwise specified	0 Months Ended	1 Months Ended	3 Months Ended		9 Months Ended
	Oct. 21, 2013	Feb. 28, 2014	Apr. 30, 2015	Apr. 30, 2014	Apr. 30, 2015	Apr. 30, 2014
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Proceeds from sale of bus business	$ 100,000					$ 105,043
Discontinued operation, amounts collected from ASV		5,043
Pre-tax gain (loss) on disposal of discontinued business						7,079
Impact of indemnification to tax expenses				1,883		1,883
Income tax benefit (expense)			$ 573	$ 713	$ 1,677	$ 1,886

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Stockholders' Equity

9 Months Ended

Apr. 30, 2015

Stockholders' Equity

15. Stockholders’ Equity

Stock-Based Compensation

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

Total expense recognized in the three months ended April 30, 2015 and April 30, 2014 for these restricted stock unit awards and other stock based compensation was $1,720 and $1,295, respectively, related entirely to continuing operations in both periods. Total expense recognized in the nine months ended April 30, 2015 and April 30, 2014 for these restricted stock unit awards and other stock based compensation was $5,047 and $3,943, respectively, which included $0 and $480, respectively, related to discontinued operations.

For the restricted stock units that vested during the nine month periods ended April 30, 2015 and April 30, 2014, a certain portion of the vested shares awarded were withheld as treasury shares to cover the recipients’ estimated withholding taxes. Tax payments made by the Company related to stock-based awards for the nine months ended April 30, 2015 and April 30, 2014 totaled $1,562 and $1,251, respectively.

Retained Earnings

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

Balance as of July 31, 2014	$	1,030,428
Net income		130,418
Dividends declared and paid		(43,237	)
Balance as of April 30, 2015	$	1,117,609

The dividends declared and paid total of $43,237 represents the regular quarterly dividend of $0.27 per share for each of the first three quarters of fiscal 2015.