10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2023

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to _________________

Commission File Number: 001-13646

LCI INDUSTRIES

(Exact name of registrant as specified in its charter)

Delaware		13-3250533
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)
3501 County Road 6 East		46514
Elkhart,	Indiana	(Zip Code)
(Address of principal executive offices)

(574) 535-1125

(Registrant’s telephone number, including area code)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	LCII	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

1

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

Large accelerated filer ☒                           Accelerated filer ☐

Non-accelerated filer ☐                        Smaller reporting company ☐

Emerging growth company ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The number of shares outstanding of the registrant’s common stock, as of the latest practicable date (April 28, 2023) was 25,298,420 shares of common stock.

2

LCI INDUSTRIES

TABLE OF CONTENTS

		Page
PART I –	FINANCIAL INFORMATION
	ITEM 1 – FINANCIAL STATEMENTS
	CONDENSED CONSOLIDATED STATEMENTS OF INCOME	4
	CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	5
	CONDENSED CONSOLIDATED BALANCE SHEETS	6
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	7
	CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	8
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	9
	ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	20
	ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29
	ITEM 4 – CONTROLS AND PROCEDURES	29
PART II –	OTHER INFORMATION
	ITEM 1 – LEGAL PROCEEDINGS	30
	ITEM 1A – RISK FACTORS	30
	ITEM 6 – EXHIBITS	30
SIGNATURES		31
EXHIBIT 31.1 - SECTION 302 CEO CERTIFICATION
EXHIBIT 31.2 - SECTION 302 CFO CERTIFICATION
EXHIBIT 32.1 - SECTION 906 CEO CERTIFICATION
EXHIBIT 32.2 - SECTION 906 CFO CERTIFICATION

3

PART I – FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

LCI INDUSTRIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Three Months Ended  March 31,
	2023		2022
(In thousands, except per share amounts)
Net sales	$	973,310	$	1,644,568
Cost of sales	787,239		1,180,325
Gross profit	186,071		464,243
Selling, general and administrative expenses	166,028		194,542
Operating profit	20,043		269,701
Interest expense, net	10,394		6,252
Income before income taxes	9,649		263,449
Provision for income taxes	2,390		67,268
Net income	$	7,259	$	196,181
Net income per common share:
Basic	$	0.29	$	7.75
Diluted	$	0.29	$	7.71
Weighted average common shares outstanding:
Basic	25,228		25,329
Diluted	25,293		25,461

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

4

LCI INDUSTRIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended  March 31,
	2023		2022
(In thousands)
Net income	$	7,259	$	196,181
Other comprehensive income (loss):
Net foreign currency translation adjustment	2,000		(2,882)
Total comprehensive income	$	9,259	$	193,299

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

5

LCI INDUSTRIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,		December 31,
	2023		2022
(In thousands, except per share amount)
ASSETS
Current assets
Cash and cash equivalents	$	23,465	$	47,499
Accounts receivable, net of allowances of $7,645 and $5,904 at March 31, 2023 and December 31, 2022, respectively	340,305		214,262
Inventories, net	909,385		1,029,705
Prepaid expenses and other current assets	91,624		99,310
Total current assets	1,364,779		1,390,776
Fixed assets, net	480,904		482,185
Goodwill	566,178		567,063
Other intangible assets, net	491,415		503,320
Operating lease right-of-use assets	248,575		247,007
Other long-term assets	57,516		56,561
Total assets	$	3,209,367	$	3,246,912
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term indebtedness	$	25,450	$	23,086
Accounts payable, trade	169,883		143,529
Current portion of operating lease obligations	35,516		35,447
Accrued expenses and other current liabilities	205,182		219,238
Total current liabilities	436,031		421,300
Long-term indebtedness	1,055,625		1,095,888
Operating lease obligations	224,451		222,478
Deferred taxes	31,405		30,580
Other long-term liabilities	102,344		95,658
Total liabilities	1,849,856		1,865,904
Stockholders' equity
Common stock, par value $.01 per share	286		285
Paid-in capital	231,294		234,956
Retained earnings	1,201,443		1,221,279
Accumulated other comprehensive income	8,704		6,704
Stockholders' equity before treasury stock	1,441,727		1,463,224
Treasury stock, at cost	(82,216)		(82,216)
Total stockholders' equity	1,359,511		1,381,008
Total liabilities and stockholders' equity	$	3,209,367	$	3,246,912

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

6

LCI INDUSTRIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended  March 31,
(In thousands)	2023		2022
Cash flows from operating activities:
Net income	$	7,259	$	196,181
Adjustments to reconcile net income to cash flows provided by operating activities:
Depreciation and amortization	32,499		31,812
Stock-based compensation expense	4,695		6,517
Other non-cash items	877		1,771
Changes in assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	(123,072)		(240,404)
Inventories, net	131,708		(31,278)
Prepaid expenses and other assets	5,577		20,495
Accounts payable, trade	25,822		57,808
Accrued expenses and other liabilities	(10,689)		92,024
Net cash flows provided by operating activities	74,676		134,926
Cash flows from investing activities:
Capital expenditures	(17,159)		(42,037)
Acquisitions of businesses	(6,250)		(50,089)
Other investing activities	1,960		(219)
Net cash flows used in investing activities	(21,449)		(92,345)
Cash flows from financing activities:
Vesting of stock-based awards, net of shares tendered for payment of taxes	(8,888)		(10,569)
Proceeds from revolving credit facility	165,300		372,400
Repayments under revolving credit facility	(201,385)		(330,600)
Repayments under shelf loan, term loan, and other borrowings	(5,276)		(55,642)
Payment of dividends	(26,563)		(22,870)
Payment of contingent consideration and holdbacks related to acquisitions	—		(2,031)
Other financing activities	(12)		(4)
Net cash flows used in financing activities	(76,824)		(49,316)
Effect of exchange rate changes on cash and cash equivalents	(437)		(712)
Net decrease in cash and cash equivalents	(24,034)		(7,447)
Cash and cash equivalents at beginning of period	47,499		62,896
Cash and cash equivalents cash at end of period	$	23,465	$	55,449
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$	9,052	$	3,943
Cash paid during the period for income taxes, net of refunds	$	390	$	192
Purchase of property and equipment in accrued expenses	$	2,304	$	2,400

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

7

LCI INDUSTRIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In thousands, except shares and per share amounts)	Common Stock		Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Treasury Stock		Total Stockholders’ Equity
Balance - December 31, 2021	$	284	$	220,459	$	930,795	$	(501)	$	(58,162)	$	1,092,875
Net income	—		—		196,181		—		—		196,181
Issuance of 138,208 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes	1		(10,570)		—		—		—		(10,569)
Stock-based compensation expense	—		6,517		—		—		—		6,517
Other comprehensive loss	—		—		—		(2,882)		—		(2,882)
Cash dividends ($0.90 per share)	—		—		(22,870)		—		—		(22,870)
Dividend equivalents on stock-based awards	—		392		(392)		—		—		—
Balance - March 31, 2022	$	285	$	216,798	$	1,103,714	$	(3,383)	$	(58,162)	$	1,259,252

Balance - December 31, 2022	$	285	$	234,956	$	1,221,279	$	6,704	$	(82,216)	$	1,381,008
Net income	—		—		7,259		—		—		7,259
Issuance of 119,091 shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes	1		(8,889)		—		—		—		(8,888)
Stock-based compensation expense	—		4,695		—		—		—		4,695
Other comprehensive gain	—		—		—		2,000		—		2,000
Cash dividends ($1.05 per share)	—		—		(26,563)		—		—		(26,563)
Dividend equivalents on stock-based awards	—		532		(532)		—		—		—
Balance - March 31, 2023	$	286	$	231,294	$	1,201,443	$	8,704	$	(82,216)	$	1,359,511

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

8

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.    BASIS OF PRESENTATION

The Condensed Consolidated Financial Statements include the accounts of LCI Industries and its wholly-owned subsidiaries ("LCII" and collectively with its subsidiaries, the "Company," "we," "us," or "our"). LCII has no unconsolidated subsidiaries. LCII, through its wholly-owned subsidiary, Lippert Components, Inc. and its subsidiaries (collectively, "Lippert Components," "LCI," or "Lippert"), supplies, domestically and internationally, a broad array of engineered components for the leading original equipment manufacturers ("OEMs") in the recreation and transportation product markets, consisting primarily of recreational vehicles ("RVs") and adjacent industries including boats; buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; trains; manufactured homes; and modular housing. The Company also supplies engineered components to the related aftermarkets of these industries, primarily by selling to retail dealers, wholesale distributors, and service centers, as well as direct to retail customers via the Internet. At March 31, 2023, the Company operated over 120 manufacturing and distribution facilities located throughout North America and Europe.

Most industries where the Company sells products or where its products are used historically have been seasonal and are generally at the highest levels when the weather is moderate. Accordingly, the Company's sales and profits have generally been the highest in the second quarter and lowest in the fourth quarter. However, current and future seasonal industry trends have been, and may in the future be, different than in prior years due to various factors, including fluctuations in dealer inventories and the timing of dealer orders, the impact of international, national, and regional economic conditions and consumer confidence on retail sales of RVs and other products for which the Company sells its components, the impact of severe weather conditions on the timing of industry-wide shipments from time to time, as well as the coronavirus ("COVID-19") pandemic and related impacts. Additionally, many of the optional upgrades and non-critical replacement parts for RVs are purchased outside the normal product selling season, thereby causing certain Aftermarket Segment sales to be counter-seasonal, but this has been, and may in the future be, different as a result of the COVID-19 pandemic and related impacts.

The Company is not aware of any significant events which occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Condensed Consolidated Financial Statements. All significant intercompany balances and transactions have been eliminated.

In the opinion of management, the information furnished in this Form 10-Q reflects all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented. The Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q, and therefore do not include some information necessary to conform to annual reporting requirements. Results for interim periods should not be considered indicative of results for the full year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to product returns, sales and purchase rebates, accounts receivable, inventories, goodwill and other intangible assets, net assets of acquired businesses, income taxes, warranty and product recall obligations, self-insurance obligations, operating lease right-of-use assets and obligations, asset retirement obligations, long-lived assets, pension and post-retirement benefits, stock-based compensation, segment allocations, contingent consideration, environmental liabilities, contingencies, and litigation. The Company bases its estimates on historical experience, other available information, and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other resources. Actual results and events could differ significantly from management estimates.

9

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Risks and Uncertainties

Negative conditions in the general economy in the United States or abroad, including conditions resulting from financial and credit market fluctuations, increased inflation and interest rates, changes in economic policy, trade uncertainty, including changes in tariffs, sanctions, international treaties, and other trade restrictions, including heightened tensions between China and Taiwan, the occurrence of a natural disaster or global public health crisis, such as the COVID-19 pandemic, or armed conflicts, such as the conflict between Russia and Ukraine, could negatively impact the Company’s business, liquidity, financial condition and results of operations.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Condensed Consolidated Financial Statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2022 Annual Report on Form 10-K and should be read in conjunction with the Notes to Consolidated Financial Statements which appear in that report.

There are no recent accounting pronouncements that have been issued and not yet adopted that are expected to have a material impact on our Condensed Consolidated Financial Statements.

3.    EARNINGS PER SHARE

The following reconciliation details the denominator used in the computation of basic and diluted earnings per share for the periods indicated:

	Three Months Ended  March 31,
(In thousands)	2023	2022
Weighted average shares outstanding for basic earnings per share	25,228	25,329
Common stock equivalents pertaining to stock-based awards	65	132
Weighted average shares outstanding for diluted earnings per share	25,293	25,461
Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive	160	111

For the Company's 1.125 percent convertible senior notes due 2026 (the "Convertible Notes") issued in May 2021, the dilutive effect is calculated using the if-converted method. The Company is required, pursuant to the indenture governing the Convertible Notes, dated May 13, 2021, by and between the Company and U.S. Bank National Association, as trustee (the "Indenture"), to settle the principal amount of the Convertible Notes in cash and may elect to settle the remaining conversion obligation (i.e., the stock price in excess of the conversion price) in cash, shares of the Company's common stock, or a combination thereof. Under the if-converted method, the Company includes the number of shares required to satisfy the conversion obligation, assuming all the Convertible Notes are converted. Because the average closing price of the Company's common stock for the three months ended March 31, 2023, which is used as the basis for determining the dilutive effect on earnings per share, was less than the conversion price of $165.65, all associated shares were antidilutive.

In conjunction with the issuance of the Convertible Notes, the Company, in privately negotiated transactions with certain commercial banks (the "Counterparties"), sold warrants to purchase 2.8 million shares of the Company's common stock (the "Warrants"). The Warrants have a strike price of $259.84 per share, subject to customary anti-dilution adjustments. For calculating the dilutive effect of the Warrants, the Company uses the treasury stock method. With this method, the Company assumes exercise of the Warrants at the beginning of the period, or at time of issuance if later, and issuance of shares of common stock upon exercise. Proceeds from the exercise of the Warrants are assumed to be used to repurchase shares of the Company's common stock at the average market price during the period. The incremental shares, representing the number of shares assumed to be received upon the exercise of the Warrants less the number of shares repurchased, are included in diluted shares. For the three months ended March 31, 2023, the average share price was below the Warrant strike price of $259.84 per share, and therefore 2.8 million shares were considered antidilutive.

In connection with the issuance of the Convertible Notes, the Company entered into privately negotiated call option contracts on the Company's common stock (the "Convertible Note Hedge Transactions") with the Counterparties. The Company paid an aggregate amount of $100.1 million to the Counterparties pursuant to the Convertible Note Hedge Transactions. The

10

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Convertible Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the Convertible Notes, approximately 2.8 million shares of the Company's common stock, the same number of shares initially underlying the Convertible Notes, at a strike price of approximately $165.65, subject to customary anti-dilution adjustments. The Convertible Note Hedge Transactions will expire upon the maturity of the Convertible Notes, subject to earlier exercise or termination. Exercise of the Convertible Note Hedge Transactions would reduce the number of shares of the Company's common stock outstanding, and therefore would be antidilutive.

4.    ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

Acquisitions Completed During the Three Months Ended March 31, 2023

During the three months ended March 31, 2023, the Company completed an acquisition for $6.3 million of cash purchase consideration, plus holdback payments of $0.5 million to be paid over the two years following the acquisition. The purchase price allocation resulted in $4.2 million of goodwill (tax deductible). As this acquisition is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented.

Acquisitions with Measurement Period Adjustments During the Three Months Ended March 31, 2023

Way

In November 2022, the Company acquired substantially all of the business assets of Way Interglobal Network LLC ("Way"), a distributor of innovative appliances and electronics to OEMs in the RV industry. The purchase price was $54.8 million, which includes a holdback payment of $2.0 million due on the first anniversary of the acquisition in November 2023. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment. As the operations of this acquisition are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented.

During the three months ended March 31, 2023, the Company adjusted the preliminary purchase price allocation reported in the Company's December 31, 2022 Annual Report on Form 10-K to account for updates to net working capital balances. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. The purchase price allocation is subject to further adjustment for net working capital and the fair value of intangible assets as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date).

Goodwill

Changes in the carrying amount of goodwill by reportable segment were as follows:

(In thousands)	OEM Segment		Aftermarket Segment		Total
Net balance – December 31, 2022	$	399,736	$	167,327	$	567,063
Acquisitions – 2023	3,345		836		4,181
Measurement period adjustments	(7,125)		(289)		(7,414)
Foreign currency translation	1,941		407		2,348
Net balance – March 31, 2023	$	397,897	$	168,281	$	566,178

Goodwill represents the excess of the total consideration given in an acquisition of a business over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but instead is tested at the reporting unit level for impairment annually in November, or more frequently if certain circumstances indicate a possible impairment may exist.

11

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Other Intangible Assets

Other intangible assets consisted of the following at March 31, 2023:

(In thousands)	Gross Cost		Accumulated Amortization		Net Balance		Estimated Useful Life in Years
Customer relationships	$	521,288	$	173,070	$	348,218	6	to	20
Patents	121,674		65,254		56,420		3	to	20
Trade names (finite life)	98,206		22,705		75,501		3	to	20
Trade names (indefinite life)	7,600		—		7,600		Indefinite
Non-compete agreements	11,484		8,164		3,320		3	to	6
Other	609		253		356		2	to	12
Other intangible assets	$	760,861	$	269,446	$	491,415

Other intangible assets consisted of the following at December 31, 2022:

(In thousands)	Gross Cost		Accumulated Amortization		Net Balance		Estimated Useful Life in Years
Customer relationships	$	520,273	$	163,562	$	356,711	6	to	20
Patents	121,167		62,841		58,326		3	to	20
Trade names (finite life)	97,810		21,380		76,430		3	to	20
Trade names (indefinite life)	7,600		—		7,600		Indefinite
Non-compete agreements	11,584		7,698		3,886		3	to	6
Other	609		242		367		2	to	12
Other intangible assets	$	759,043	$	255,723	$	503,320

5.    INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out (FIFO) method) or net realizable value. Cost includes material, labor, and overhead. Inventories consisted of the following at:

	March 31,		December 31,
(In thousands)	2023		2022
Raw materials	$	529,497	$	600,601
Work in process	46,951		44,850
Finished goods	332,937		384,254
Inventories, net	$	909,385	$	1,029,705

At March 31, 2023 and December 31, 2022, the Company had recorded inventory obsolescence reserves of $55.8 million and $55.9 million, respectively.

6.    FIXED ASSETS

Fixed assets consisted of the following at:

	March 31,		December 31,
(In thousands)	2023		2022
Fixed assets, at cost	$	959,897	$	945,255
Less accumulated depreciation and amortization	478,993		463,070
Fixed assets, net	$	480,904	$	482,185

12

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

7.    ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following at:

	March 31,		December 31,
(In thousands)	2023		2022
Employee compensation and benefits	$	57,148	$	77,804
Deferred acquisition payments and contingent consideration*	34,086		34,013
Current portion of accrued warranty	40,358		35,148
Other	73,590		72,273
Accrued expenses and other current liabilities	$	205,182	$	219,238

* Includes current portion of contingent consideration (Note 10) and deferred acquisition payments (Note 4).

Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various factors, including the Company's historical warranty costs, warranty claim lag, and sales. The following table provides a reconciliation of the activity related to the Company's accrued warranty, including both the current and long-term portions, for the three months ended March 31:

(In thousands)	2023		2022
Balance at beginning of period	$	54,528	$	52,114
Provision for warranty expense	20,827		15,441
Warranty costs paid	(15,227)		(8,770)
Balance at end of period	60,128		58,785
Less long-term portion	(19,770)		(20,530)
Current portion of accrued warranty at end of period	$	40,358	$	38,255

8.    LONG-TERM INDEBTEDNESS

Long-term debt consisted of the following:

	March 31,		December 31,
(In thousands)	2023		2022
Convertible Notes	$	460,000	$	460,000
Term Loan	370,000		375,000
Revolving Credit Loan	255,569		289,067
Other	3,838		3,959
Unamortized deferred financing fees	(8,332)		(9,052)
	1,081,075		1,118,974
Less current portion	(25,450)		(23,086)
Long-term indebtedness	$	1,055,625	$	1,095,888

13

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Credit Agreement

The Company and certain of its subsidiaries are party to a credit agreement dated December 14, 2018 with JPMorgan Chase, N.A., as a lender and administrative agent, and other bank lenders (as amended, the "Credit Agreement"). The Credit Agreement provides for a $600.0 million revolving credit facility (of which $50.0 million is available for the issuance of letters of credit (the "LC Facility") and up to $400.0 million is available in approved foreign currencies). The Credit Agreement also provides for term loans (the "Term Loan") to the Company in an aggregate principal amount of $400.0 million. The maturity date of the Credit Agreement is December 7, 2026. The Term Loan is required to be repaid in an amount equal to 1.25 percent of the original principal amount of the Term Loan for the first eight quarterly periods commencing with the quarter ended December 31, 2021, 1.875 percent of the original principal amount of the Term Loan for the next eight quarterly periods, and then 2.50 percent of the original principal amount of the Term Loan of each additional payment until the maturity date. The Credit Agreement also permits the Company to request an increase to the revolving and/or term loan facility by up to an additional $400.0 million in the aggregate upon the approval of the lenders providing any such increase and the satisfaction of certain other conditions.

Borrowings under the Credit Agreement in U.S. dollars are designated from time to time by the Company as (i) base rate loans which bear interest at a base rate plus additional interest ranging from 0.0 percent to 0.625 percent (0.125 percent was applicable at March 31, 2023) depending on the Company’s total net leverage ratio or (ii) term benchmark loans which bear interest at LIBOR (or a relevant benchmark replacement rate) for an interest period selected by the Company plus additional interest ranging from 0.875 percent to 1.625 percent (1.125 percent was applicable at March 31, 2023) depending on the Company’s total net leverage ratio. Foreign currency borrowings, other than Pounds Sterling, have the same additional interest margins applicable to term benchmark loans based on the Company's total net leverage ratio. At March 31, 2023, the Company had $4.6 million in issued, but undrawn, standby letters of credit under the LC Facility. Availability under the Company’s revolving credit facility, giving effect to certain limitations related to compliance with the maximum net leverage ratio covenant, was $318.2 million at March 31, 2023. A commitment fee ranging from 0.150 percent to 0.225 percent (0.175 percent was applicable at March 31, 2023) depending on the Company's total net leverage ratio accrues on the actual daily amount that the revolving commitment exceeds the revolving credit exposure.

Shelf-Loan Facility

The Company and certain of its subsidiaries had a $150.0 million shelf-loan facility (the "Shelf-Loan Facility") with PGIM, Inc. (formerly Prudential Investment Management, Inc.) and its affiliates ("Prudential"). On March 29, 2019, the Company issued $50.0 million of Series B Senior Notes (the "Series B Notes") to certain affiliates of Prudential for a term of three years, at a fixed interest rate of 3.80 percent per annum, payable quarterly in arrears. The Series B Notes were paid in full in March 2022, and the Shelf-Loan Facility expired on November 11, 2022.

Convertible Notes

On May 13, 2021, the Company issued $460.0 million in aggregate principal amount of 1.125 percent Convertible Notes due 2026 in a private placement to certain qualified institutional buyers, resulting in net proceeds to the Company of approximately $447.8 million after deducting the initial purchasers' discounts and offering expenses payable by the Company. The Convertible Notes bear interest at a coupon rate of 1.125 percent per annum, payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021. The Convertible Notes will mature on May 15, 2026, unless earlier converted, redeemed, or repurchased, in accordance with their terms.

As of March 31, 2023, the conversion rate of the Convertible Notes was 6.1297 shares of the Company's common stock per $1,000 principal amount of the Convertible Notes. The conversion rate of the Convertible Notes is subject to further adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture) or upon a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its Convertible Notes in connection with such make-whole fundamental change or notice of redemption, as the case may be.

Prior to the close of business on the business day immediately preceding January 15, 2026, the Convertible Notes are convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price (as defined in the Indenture) per share of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding

14

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

calendar quarter is greater than or equal to 130 percent of the conversion price for the Convertible Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the "measurement period") in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98 percent of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; (3) if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; or (4) upon the occurrence of certain specified corporate events described in the Indenture. On or after January 15, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock, at the Company's election, in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.

The Company may not redeem the Convertible Notes prior to May 20, 2024. On or after May 20, 2024, the Company may redeem for cash all or any portion of the Convertible Notes, at the Company's option, if the last reported sale price of the Company's common stock has been at least 130 percent of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 percent of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Convertible Notes may require the Company to repurchase for cash all or any portion of their Convertible Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100 percent of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest on such Convertible Notes to, but not including, the fundamental change repurchase date (as defined in the Indenture).

The Convertible Notes are senior unsecured obligations and rank senior in right of payment to all of the Company's indebtedness that is expressly subordinated in right of payment to the Convertible Notes, equal in right of payment with all the Company's liabilities that are not so subordinated, effectively junior to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the named trustee or the holders of at least 25 percent of the aggregate principal amount of the outstanding Convertible Notes may declare 100 percent of the principal of, and accrued and unpaid interest, if any, on all the outstanding Convertible Notes to be due and payable.

The Convertible Notes are not registered securities nor listed on any securities exchange but may be actively traded by qualified institutional buyers. The fair value of the Convertible Notes of $414.0 million at March 31, 2023 was estimated using Level 1 inputs, as it is based on quoted prices for these instruments in active markets.

General

At March 31, 2023, the fair value of the Company's long-term debt under the Credit Agreement approximates the carrying value, as estimated using quoted market prices and discounted future cash flows based on similar borrowing arrangements.

Pursuant to the Credit Agreement, the Company shall not permit its net leverage ratio to exceed certain limits, shall maintain a minimum debt service coverage ratio, and must meet certain other financial requirements. At March 31, 2023, the Company was in compliance with all such requirements.

The Credit Agreement includes a maximum net leverage ratio covenant which limits the amount of consolidated outstanding indebtedness that the Company may incur on a trailing twelve-month EBITDA. This limitation reduced the Company's remaining availability under its revolving credit facility at March 31, 2023. The Company believes the availability of $318.2 million under the revolving credit facility under the Credit Agreement, along with its cash flows from operations, are adequate to finance the Company's anticipated cash requirements for the next twelve months.

15

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

9.    LEASES

The Company leases certain manufacturing and warehouse facilities, administrative office space, semi-tractors, trailers, forklifts, and other equipment through operating leases with unrelated third parties. The increase in lease expense for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 was primarily driven by capacity expansions and leases assumed in acquisitions. The components of lease expense were as follows:

	Three Months Ended March 31,
(In thousands)	2023		2022
Operating lease expense	$	15,244	$	12,912
Short-term lease expense	1,480		1,840
Variable lease expense	1,000		713
Total lease expense	$	17,724	$	15,465

10.    COMMITMENTS AND CONTINGENCIES

Holdback Payments and Contingent Consideration

From time to time, the Company finances a portion of its business combinations with deferred acquisition payments ("holdback payments") and/or contingent earnout provisions. Holdback payments are accrued at their discounted present value. As required, the liability for contingent consideration is measured at fair value quarterly, considering actual sales of the acquired products, updated sales projections, and the updated market participant weighted average cost of capital. Depending upon the weighted average costs of capital and future sales of the products which are subject to contingent consideration, the Company could record adjustments in future periods. See Note 4 - Acquisitions, Goodwill and Other Intangible Assets for information on certain holdback payments. Contingent consideration balances were not material at March 31, 2023.

Product Recalls

From time to time, the Company cooperates with and assists its customers on their product recalls and inquiries, and occasionally receives inquiries directly from the National Highway Traffic Safety Administration regarding reported incidents involving the Company’s products. As a result, the Company has incurred expenses associated with product recalls from time to time and may incur expenditures for future investigations or product recalls.

Environmental

The Company's operations are subject to certain Federal, state, and local regulatory requirements relating to the use, storage, discharge, and disposal of hazardous materials used during the manufacturing processes. Although the Company believes its operations have been consistent with prevailing industry standards and are in substantial compliance with applicable environmental laws and regulations, one or more of the Company’s current or former operating sites, or adjacent sites owned by third-parties, have been affected, and may in the future be affected, by releases of hazardous materials. As a result, the Company may incur expenditures for future investigation and remediation of these sites, including in conjunction with voluntary remediation programs or third-party claims.

Litigation

In the normal course of business, the Company is subject to proceedings, lawsuits, regulatory agency inquiries, and other claims. All such matters are subject to uncertainties and outcomes that are not predictable with assurance. While these matters could materially affect operating results when resolved in future periods, management believes that, after final disposition, including anticipated insurance recoveries in certain cases, any monetary liability or financial impact to the Company beyond that provided in the Condensed Consolidated Balance Sheet as of March 31, 2023, would not be material to the Company's financial position or results of operations.

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LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

11.    STOCKHOLDERS' EQUITY

The following table summarizes information about shares of the Company's common stock at:

	March 31,	December 31,
(In thousands)	2023	2022
Common stock authorized	75,000	75,000
Common stock issued	28,639	28,519
Treasury stock	3,341	3,341
Common stock outstanding	25,298	25,178

The table below summarizes the regular quarterly dividends declared and paid during the periods ended March 31, 2023 and December 31, 2022:

(In thousands, except per share data)	Per Share		Record Date	Payment Date	Total Paid
First Quarter 2022	$	0.90	03/11/22	03/25/22	$	22,870
Second Quarter 2022	1.05		06/03/22	06/17/22	26,702
Third Quarter 2022	1.05		09/02/22	09/16/22	26,701
Fourth Quarter 2022	1.05		12/02/22	12/16/22	26,453
Total 2022	$	4.05			$	102,726
First Quarter 2023	$	1.05	03/10/23	03/24/23	$	26,563

Deferred and Restricted Stock Units

The LCI Industries 2018 Omnibus Incentive Plan (the "2018 Plan") provides for the grant or issuance of stock units, including those that have deferral periods, such as deferred stock units ("DSUs"), and those with time-based vesting provisions, such as restricted stock units ("RSUs"), to directors, employees, and other eligible persons. Recipients of DSUs and RSUs are entitled to receive shares at the end of a specified vesting or deferral period. Holders of DSUs and RSUs receive dividend equivalents based on dividends granted to holders of the common stock, which dividend equivalents are payable in additional DSUs and RSUs, and are subject to the same vesting criteria as the original grant. DSUs vest (i) ratably over the service period, (ii) at a specified future date, or (iii) for certain officers, based on achievement of specified performance conditions. RSUs vest (i) ratably over the service period or (ii) at a specified future date. In addition, DSUs are issued in lieu of certain cash compensation. Transactions in DSUs and RSUs under the 2018 Plan are summarized as follows:

	Number of Shares	Weighted Average Price
Outstanding at December 31, 2022	277,774	$	120.92
Issued	881	109.87
Granted	146,821	114.26
Dividend equivalents	3,080	104.48
Forfeited	(10,888)	121.85
Vested	(106,546)	112.79
Outstanding at March 31, 2023	311,122	$	118.06

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LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Performance Stock Units

The 2018 Plan provides for performance stock units ("PSUs") that vest at a specific future date based on achievement of specified performance conditions. Transactions in PSUs under the 2018 Plan are summarized as follows:

	Number of Shares	Weighted Average Price
Outstanding at December 31, 2022	162,381	$	120.12
Granted	129,821	108.13
Dividend equivalents	1,996	104.48
Forfeited	(3,245)	96.55
Vested	(90,332)	96.55
Outstanding at March 31, 2023	200,621	$	123.39

Stock Repurchase Program

On May 19, 2022, the Company's Board of Directors authorized a stock repurchase program granting the Company authority to repurchase up to $200.0 million of the Company's common stock over a three-year period, ending on May 19, 2025. The timing of stock repurchases and the number of shares will depend upon the market conditions and other factors. Share repurchases, if any, will be made in the open market and in privately negotiated transactions in accordance with applicable securities laws. The stock repurchase program may be modified, suspended, or terminated at any time by the Board of Directors. In 2022, the Company purchased 253,490 shares at a weighted average price of $94.89 per share, totaling $24.1 million. No purchases were made during the three months ended March 31, 2023.

12.    SEGMENT REPORTING

The Company has two reportable segments, the OEM Segment and the Aftermarket Segment. Intersegment sales are insignificant.

The OEM Segment, which accounted for 78 percent and 85 percent of consolidated net sales for the three months ended March 31, 2023 and 2022, respectively, manufactures and distributes a broad array of engineered components for the leading OEMs in the recreation and transportation product markets, consisting primarily of RVs and adjacent industries, including boats; buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; trains; manufactured homes; and modular housing. Approximately 44 percent of the Company's OEM Segment net sales for the three months ended March 31, 2023 were of components for travel trailer and fifth-wheel RVs.

The Aftermarket Segment, which accounted for 22 percent and 15 percent of consolidated net sales for the three months ended March 31, 2023 and 2022, respectively, supplies engineered components to the related aftermarket channels of the recreation and transportation product markets, primarily to retail dealers, wholesale distributors, and service centers, as well as direct to retail customers via the Internet. The Aftermarket Segment also includes biminis, covers, buoys, fenders to the marine industry, towing products, truck accessories, appliances, air conditioners, televisions, sound systems, tankless water heaters, and the sale of replacement glass and awnings to fulfill insurance claims.

Decisions concerning the allocation of the Company's resources are made by the Company's chief operating decision maker ("CODM"), with oversight by the Board of Directors. The CODM evaluates the performance of each segment based upon segment operating profit or loss, generally defined as income or loss before interest and income taxes. Decisions concerning the allocation of resources are also based on each segment's utilization of assets. Management of debt is a corporate function. The accounting policies of the OEM and Aftermarket Segments are the same as those described in Note 2 of the Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

18

LCI INDUSTRIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following tables present the Company's revenues disaggregated by segment and geography based on the billing address of the Company's customers:

	Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
(In thousands)	U.S. (a)		Int’l (b)		Total		U.S. (a)		Int’l (b)		Total
OEM Segment:
RV OEMs:
Travel trailers and fifth-wheels	$	314,982	$	15,571	$	330,553	$	937,635	$	15,591	$	953,226
Motorhomes	44,004		25,547		69,551		60,146		27,108		87,254
Adjacent Industries OEMs	309,466		48,603		358,069		311,648		44,454		356,102
Total OEM Segment net sales	668,452		89,721		758,173		1,309,429		87,153		1,396,582
Aftermarket Segment:
Total Aftermarket Segment net sales	200,486		14,651		215,137		230,167		17,819		247,986
Total net sales	$	868,938	$	104,372	$	973,310	$	1,539,596	$	104,972	$	1,644,568

(a) Net sales to customers in the United States of America

(b) Net sales to customers in countries domiciled outside of the United States of America

The following table presents the Company's operating (loss) profit by segment:

	Three Months Ended  March 31,
(In thousands)	2023		2022
Operating (loss) profit:
OEM Segment	$	(721)	$	245,374
Aftermarket Segment	20,764		24,327
Total operating profit	$	20,043	$	269,701

The following table presents the Company's revenue disaggregated by product:

	Three Months Ended  March 31,
(In thousands)	2023		2022
OEM Segment:
Chassis, chassis parts, and slide-out mechanisms	$	198,056	$	559,720
Windows and doors	218,611		330,358
Furniture and mattresses	140,563		242,226
Axles and suspension solutions	75,749		97,045
Other	125,194		167,233
Total OEM Segment net sales	758,173		1,396,582
Total Aftermarket Segment net sales	215,137		247,986
Total net sales	$	973,310	$	1,644,568

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LCI INDUSTRIES

ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Company's Condensed Consolidated Financial Statements and Notes thereto included in Item 1 of Part 1 of this report, as well as the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

LCI Industries ("LCII" and collectively with its subsidiaries, the "Company," "we," "us," or "our"), through its wholly-owned subsidiary, Lippert Components, Inc. and its subsidiaries (collectively, "Lippert Components," "LCI," or "Lippert"), supplies, domestically and internationally, a broad array of engineered components for the leading original equipment manufacturers ("OEMs") in the recreation and transportation product markets, consisting primarily of recreational vehicles ("RVs") and adjacent industries, including boats; buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; trains; manufactured homes; and modular housing. We also supply engineered components to the related aftermarkets of these industries, primarily by selling to retail dealers, wholesale distributors, and service centers, as well as direct to retail customers via the Internet.

We have two reportable segments, the OEM Segment and the Aftermarket Segment. Intersegment sales are insignificant. At March 31, 2023, we operated over 120 manufacturing and distribution facilities located throughout North America and Europe. See Note 12 of the Notes to Condensed Consolidated Financial Statements for further information regarding our segments.

Our OEM Segment manufactures or distributes a broad array of engineered components for the leading OEMs of RVs and adjacent industries, including boats; buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; trains; manufactured homes; and modular housing. Approximately 54 percent of our OEM Segment net sales for the twelve months ended March 31, 2023 were of components for travel trailer and fifth-wheel RVs, including:

● Steel chassis and related components	● Electric and manual entry steps
● Axles and suspension solutions	● Awnings and awning accessories
● Slide-out mechanisms and solutions	● Electronic components
● Thermoformed bath, kitchen, and other products	● Appliances
● Vinyl, aluminum, and frameless windows	● Air conditioners
● Manual, electric, and hydraulic stabilizer and     leveling systems	● Televisions and sound systems
● Entry, luggage, patio, and ramp doors	● Tankless water heaters
● Furniture and mattresses	● Other accessories

The Aftermarket Segment supplies many of these engineered components to the related aftermarket channels of the recreation and transportation product markets, primarily to retail dealers, wholesale distributors, and service centers, as well as direct to retail customers via the Internet. The Aftermarket Segment also includes biminis, covers, buoys, fenders to the marine industry, towing products, truck accessories, appliances, air conditioners, televisions, sound systems, tankless water heaters, and the sale of replacement glass and awnings to fulfill insurance claims.

Most industries where we sell products or where our products are used historically have been seasonal and are generally at the highest levels when the weather is moderate. Accordingly, our sales and profits have generally been the highest in the second quarter and lowest in the fourth quarter. However, current and future seasonal industry trends have been, and may in the future be, different than in prior years due to various factors, including fluctuations in dealer inventories and the timing of dealer orders, the impact of international, national, and regional economic conditions and consumer confidence on retail sales of RVs and other products for which the Company sells its components, the impact of severe weather conditions on the timing of industry-wide shipments from time to time, as well as the coronavirus ("COVID-19") pandemic and related impacts. Additionally, many of the optional upgrades and non-critical replacement parts for RVs are purchased outside the normal product selling season, thereby causing Aftermarket Segment sales to be counter-seasonal, but this has been, and may in the future be, different as a result of the COVID-19 pandemic and related impacts.

Negative conditions in the general economy in the United States or abroad, including conditions resulting from financial and credit market fluctuations, increased inflation and interest rates, changes in economic policy, trade uncertainty, including changes in tariffs, sanctions, international treaties, and other trade restrictions, including heightened tensions between China and Taiwan, the occurrence of a natural disaster or global public health crisis, such as the COVID-19 pandemic, or armed

20

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

conflicts, such as the conflict between Russia and Ukraine, could negatively impact the Company’s business, liquidity, financial condition and results of operations.

INDUSTRY BACKGROUND

OEM Segment

North American Recreational Vehicle Industry

An RV is a vehicle designed as temporary living quarters for recreational, camping, travel or seasonal use. RVs may be motorized (motorhomes) or towable (travel trailers, fifth-wheel travel trailers, folding camping trailers, and truck campers).

The annual sales cycle for the RV industry generally starts in October after the "Open House" in Elkhart, Indiana where many of the largest RV OEMs display product to RV retail dealers and ends after the conclusion of the summer selling season in September in the following calendar year. Between October and March, industry-wide wholesale shipments of travel trailer and fifth-wheel RVs have historically exceeded retail sales as dealers build inventories to support anticipated sales. Between April and September, the spring and summer selling seasons, retail sales of travel trailer and fifth-wheel RVs have historically exceeded industry-wide wholesale shipments. Due to the COVID-19 pandemic, the 2021 and 2020 Open Houses were canceled, but an Open House was held in September 2022. The seasonality of the RV industry has been impacted by the COVID-19 pandemic, and the timing of a return to historical seasonality is not possible to predict at this time.

According to the Recreation Vehicle Industry Association ("RVIA"), industry-wide wholesale shipments from the United States of travel trailer and fifth-wheel RVs, our primary RV market, decreased 60 percent to 61,200 units in the first three months of 2023, compared to the first three months of 2022, primarily due to decreased retail demand. Retail demand for travel trailer and fifth-wheel RVs decreased 25 percent in the first three months of 2023 compared to the same period in 2022. Retail demand has declined from recent elevated levels, partially driven by rising interest rates impacting retail consumers. Retail demand is typically revised upward in subsequent months, primarily due to delayed RV registrations.

While we measure our OEM Segment RV sales against industry-wide wholesale shipment statistics, the underlying health of the RV industry is determined by retail demand. A comparison of the number of units and the year-over-year percentage change in industry-wide wholesale shipments and retail sales of travel trailers and fifth-wheel RVs, as reported by Statistical Surveys, Inc., as well as the resulting estimated change in dealer inventories, for both the United States and Canada, is as follows:

					Estimated
	Wholesale		Retail		Unit Impact on
	Units	Change	Units	Change	Dealer Inventories
Quarter ended March 31, 2023	61,200	(60)%	71,700	(25)%	(10,500)
Quarter ended December 31, 2022	62,400	(52)%	59,000	(23)%	3,400
Quarter ended September 30, 2022	73,400	(46)%	105,900	(19)%	(32,500)
Quarter ended June 30, 2022	133,700	0%	129,500	(28)%	4,200
Twelve months ended March 31, 2023	330,700	(40)%	366,100	(24)%	(35,400)
Quarter ended March 31, 2022	152,200	16%	95,000	(17)%	57,200
Quarter ended December 31, 2021	130,400	13%	76,700	(14)%	53,700
Quarter ended September 30, 2021	136,000	24%	131,000	(18)%	5,000
Quarter ended June 30, 2021	133,800	100%	180,600	36%	(46,800)
Twelve months ended March 31, 2022	552,400	31%	483,300	(2)%	69,100

According to the RVIA, industry-wide wholesale shipments of motorhome RVs in the first three months of 2023 decreased 15 percent to 13,400 units compared to the first three months of 2022. Retail demand for motorhome RVs decreased 18 percent year-over-year in the first three months of 2023, compared to a two percent year-over-year decrease in retail demand

21

LCI INDUSTRIES

ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

in the same period of 2022. We believe the decline in retail demand has been partially driven by inflation and rising interest rates impacting retail consumers.

Our current estimate for full-year 2023 industry-wide wholesale shipments from the United States of travel trailer, fifth-wheel, and motorhome RVs is approximately 310,000 to 330,000 units. This estimate suggests a decrease of 37 to 33 percent compared to actual wholesale shipments in 2022. This projected decline is being driven by current dealer inventory levels, inflation, and rising interest rates impacting retail consumers.

Adjacent Industries

Our portfolio of products used in RVs can also be used in other applications, including boats; buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; trains; manufactured homes; and modular housing (collectively, "Adjacent Industries"). In many cases, OEM customers of the Adjacent Industries are affiliated with RV OEMs through related subsidiaries. We believe there are significant opportunities in these Adjacent Industries.

We currently expect economic uncertainty to negatively impact consumer discretionary purchases such as trailers and boats as we progress further into 2023; however, we currently anticipate that production of manufactured homes, buses, and trains should remain at or near current run rates through 2023.

Aftermarket Segment

Many of our OEM Segment products are also sold through various aftermarket channels of the recreation and transportation product markets, primarily to retail dealers, wholesale distributors, and service centers, as well as direct to retail customers via the Internet. This includes discretionary accessories and replacement service parts. We have teams dedicated to product, technical, and installation training as well as marketing support for our Aftermarket Segment customers. We also support multiple call centers to provide responses to customers for product, delivery, and technical support. This support is designed for a rapid response to critical repairs, so customer downtime is minimal. The Aftermarket Segment also includes biminis, covers, buoys, fenders to the marine industry, towing products, truck accessories, appliances, air conditioners, televisions, sound systems, tankless water heaters, and the sale of replacement glass and awnings to fulfill insurance claims. Many of the optional upgrades and non-critical replacement parts for RVs are purchased outside the normal product selling season, thereby causing certain Aftermarket Segment sales to be counter-seasonal, but this has been, and may in the future be, different as a result of the COVID-19 pandemic and the continuing impact of market and supply chain disruptions.

According to Go RVing, estimated RV ownership in the United States as of 2020 had increased to over 11 million households. This vibrant market is a key driver for aftermarket sales, as we anticipate owners will likely upgrade their units as well as replace parts and accessories which have been subjected to normal wear and tear.

We currently expect to see a slight increase in aftermarket volume in 2023 as distribution stocking levels return to normal and the new vehicle chip shortage ameliorates. We expect these gains will be tempered by the impact of inflation and rising interest rates on consumers' discretionary spending.

RESULTS OF OPERATIONS

Consolidated Highlights

•Consolidated net sales in the first quarter of 2023 were $973.3 million, 41 percent lower than consolidated net sales for the same period of 2022 of $1.6 billion. The decrease was primarily driven by a nearly 60 percent decrease in North American towable RV wholesale shipments and decreased selling prices which are indexed to select commodities, partially offset by acquisitions. Net sales from acquisitions completed in the twelve months ended March 31, 2023, primarily Way Interglobal Network LLC and Girard Systems and Girard Products LLC, contributed approximately $28.5 million in the first quarter of 2023.

•Net income for the first quarter of 2023 was $7.3 million, or $0.29 per diluted share, compared to net income of $196.2 million, or $7.71 per diluted share, for the same period of 2022.

•Consolidated operating profit during the first quarter of 2023 was $20.0 million compared to $269.7 million in the same period of 2022. Operating profit margin was 2.1 percent in the first quarter of 2023 compared to 16.4 percent in the same period of 2022. The decrease was primarily due to the impact of fixed costs on reduced organic sales

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

and decreased selling prices which are indexed to select commodities, partially offset by decreases in material commodity costs.

•The cost of steel consumed in certain of our manufactured components decreased in the first quarter of 2023 compared to the same period of 2022. Raw material costs are subject to continued fluctuation and impact certain contractual selling prices which are indexed to select commodities.

•The effective tax rate of 24.8 percent for the three months ended March 31, 2023 was lower than the comparable prior year period of 25.5 percent, primarily due to an increased discrete benefit related to the cash surrender value of life insurance, as discussed below under "Income Taxes."

•In March 2023, we paid a quarterly dividend of $1.05 per share, aggregating to $26.6 million.

OEM Segment - First Quarter

Net sales of the OEM Segment in the first quarter of 2023 decreased $638.4 million, compared to the same period of 2022. Net sales of components to the following OEMs markets for the three months ended March 31 were:

(In thousands)	2023		2022		Change
RV OEMs:
Travel trailers and fifth-wheels	$	330,553	$	953,226	(65)	%
Motorhomes	69,551		87,254		(20)	%
Adjacent Industries OEMs	358,069		356,102		1	%
Total OEM Segment net sales	$	758,173	$	1,396,582	(46)	%

According to the RVIA, industry-wide wholesale unit shipments for the three months ended March 31 were:

	2023	2022	Change
Travel trailer and fifth-wheels	61,200	152,200	(60)	%
Motorhomes	13,400	15,800	(15)	%

The trend in our average product content per RV produced is an indicator of our overall market share of components for new RVs. Our average product content per type of RV, calculated based upon our net sales of components to domestic RV OEMs for the different types of RVs produced for the twelve months ended March 31, divided by the industry-wide wholesale shipments of the different product mix of RVs for the same period, was:

Content per:	2023		2022		Change
Travel trailer and fifth-wheel	$	5,881	$	4,854	21	%
Motorhome	$	3,985	$	3,144	27	%

Our average product content per type of RV excludes international sales and sales to the Aftermarket Segment and Adjacent Industries. Content per RV is impacted by changes in selling prices for our products, market share gains, and acquisitions.

Our decrease in net sales to RV OEMs during the first quarter of 2023 was driven by a nearly 55 percent reduction in North American wholesale shipments during the first quarter of 2023.

Our net sales to OEMs in Adjacent Industries during the first quarter of 2023 was approximately consistent with the same period of 2022.

Operating loss of the OEM Segment was $0.7 million in the first quarter of 2023, a decrease of $246.1 million compared to operating profit of the OEM Segment of $245.4 million in the same period of 2022. The operating loss margin of the OEM Segment in the first quarter of 2023 decreased to (0.1) percent compared to the operating profit margin of 17.6 percent for the same period of 2022 and was negatively impacted by:

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

•The impact of fixed costs on reduced organic sales, which decreased operating profit by $33.9 million related to fixed selling, general, and administrative costs and $29.1 million related to fixed production overhead costs.

•Selling prices contractually tied to indices of select commodities decreased, resulting in a decrease in operating profit of $59.9 million compared to the same period of 2022.

•Incremental costs incurred due to volatile OEM schedules resulting in a decrease in operating profit of $30.8 million compared to the same period of 2022.

Partially offset by:

•Decreases in material commodity costs, which positively impacted operating profit by $25.7 million, primarily related to decreased steel costs.

Amortization expense on intangible assets for the OEM Segment was $10.5 million in the first quarter of 2023, compared to $10.1 million in the same period in 2022. Depreciation expense on fixed assets for the OEM Segment was $14.4 million in the first quarter of 2023, compared to $14.5 million in the same period of 2022.

Aftermarket Segment - First Quarter

Net sales of the Aftermarket Segment in the first quarter of 2023 decreased by $32.8 million, compared to the same period of 2022. Net sales of components in the Aftermarket Segment were as follows for the three months ended March 31:

(In thousands)	2023		2022		Change
Total Aftermarket Segment net sales	$	215,137	$	247,986	(13)	%

The decrease in net sales of the Aftermarket Segment was primarily due to lower volumes due to fully stocked distribution channels, chip shortages impacting truck markets, and the impacts of inflation and rising interest rates on consumers' discretionary spending, partially offset by decreases in material commodity costs.

Operating profit of the Aftermarket Segment was $20.8 million in the first quarter of 2023, a decrease of $3.6 million compared to the same period of 2022. The operating profit margin of the Aftermarket Segment was 9.7 percent in the first quarter of 2023, compared to 9.8 percent in the same period in 2022, and was negatively impacted by:

•The impact of fixed costs on reduced organic sales, which decreased operating profit by $5.4 million related to fixed selling, general, and administrative costs and $1.8 million related to fixed production overhead costs.

•Investments in administrative structure of $1.0 million.

•Increases in production overhead costs in the current period resulting from investments to expand capacity over the past year, which negatively impacted operating profit by $1.0 million in the current period.

Partially offset by:

•Decreases in material commodity costs, which positively impacted operating profit by $7.9 million, primarily related to decreased steel costs.

•Pricing changes to targeted products, resulting in an increase in operating profit of $0.7 million compared to the same period of 2022.

Amortization expense on intangible assets for the Aftermarket Segment was $3.8 million in the first quarter of 2023, compared to $3.7 million in the same period of 2022. Depreciation expense on fixed assets for the Aftermarket Segment was $3.9 million in the first quarter of 2023, compared to $3.5 million in the same period of 2022.

Interest Expense

Interest expense, net was $10.4 million for the three months ended March 31, 2023, compared to $6.3 million in the same period of 2022. The increase in interest expense was primarily due to higher global interest rates on our adjustable rate Term Loan (as defined in Note 8 of the Notes to Condensed Consolidated Financial Statements) and revolving credit facility, partially offset by principal payments on the Term Loan, net repayments on our revolving credit facility, and the payoff of the

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

shelf loan balance in March 2022. See Note 8 of the Notes to Condensed Consolidated Financial Statements for a description of our credit facilities.

Income Taxes

The effective tax rates for the three months ended March 31, 2023 and 2022 were 24.8 percent and 25.5 percent, respectively. The effective tax rate for the three months ended March 31, 2023 differed from the Federal statutory rate primarily due to state taxes, foreign taxes, and non-deductible expenses, partially offset by the recognition of excess tax benefits as a component of the provision for income taxes, and Federal and Indiana research and development credits. The decrease in the effective tax rate for the three months ended March 31, 2023 as compared to the same period in 2022 was primarily due to an increased benefit related to the cash surrender value of life insurance.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

We maintain a level of liquidity sufficient to allow us to meet our cash needs in the short term. Over the long term, we manage our cash and capital structure to maximize shareholder return, maintain our financial condition, and maintain flexibility for our future strategic investments. We continuously assess our capital requirements, working capital needs, debt and leverage levels, debt and lease maturity schedules, capital expenditure requirements, dividends, future investments or acquisitions, and potential share repurchases. We believe our operating cash flows, credit facilities, as well as any potential future borrowings, will be sufficient to fund our future payments and long-term initiatives.

As of March 31, 2023, we had $23.5 million in cash and cash equivalents, and $318.2 million of availability under our revolving credit facility under the Credit Agreement (as defined in Note 8 of the Notes to Condensed Consolidated Financial Statements). We also have the ability to request an increase to the revolving and/or incremental term loan facilities by up to an additional $400.0 million in the aggregate upon approval of the lenders providing any such increase and the satisfaction of certain other conditions. See Note 8 of the Notes to Condensed Consolidated Financial Statements for a description of our credit facilities.

We believe the availability under the revolving credit facility under the Credit Agreement, along with our cash flows from operations, are adequate to finance our anticipated cash requirements for the next twelve months.

The Condensed Consolidated Statements of Cash Flows reflect the following for the three months ended March 31:

(In thousands)	2023		2022
Net cash flows provided by operating activities	$	74,676	$	134,926
Net cash flows used in investing activities	(21,449)		(92,345)
Net cash flows used in financing activities	(76,824)		(49,316)
Effect of exchange rate changes on cash and cash equivalents	(437)		(712)
Net decrease in cash and cash equivalents	$	(24,034)	$	(7,447)

Cash Flows from Operations

Net cash flows provided by operating activities were $74.7 million in the first three months of 2023, compared to $134.9 million in the first three months of 2022. The decrease in net cash flows provided by operating activities was primarily due to a decrease in net income of $188.9 million. The decrease in net income was partially offset by the net change in assets and liabilities, net of acquired businesses, as it generated $130.7 million more cash in the first three months of 2023 compared to the same period in 2022. The primary provider of cash generated from net assets in the first three months of 2023 was the decrease in inventory of $131.7 million, due to decreasing commodity and freight costs and initiatives to reduce inventory as RV production demand has slowed from record levels seen during the first half of 2022. The primary use of cash in net assets was the increase of $123.1 million in accounts receivable due to seasonally higher sales in the first three months of 2023.

Over the long term, based on our historical collection and payment patterns, as well as inventory turnover, and also giving consideration to emerging trends and changes to the sales mix, we expect working capital to increase or decrease

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

equivalent to approximately 10 to 15 percent of the increase or decrease, respectively, in net sales. However, there are many factors that can impact this relationship, especially in the short term as we continue to reduce inventory balances.

Depreciation and amortization was $32.5 million in the first three months of 2023, and is expected to be approximately $130 to $140 million for the full year 2023. Non-cash stock-based compensation expense in the first three months of 2023 was $4.7 million. Non-cash stock-based compensation expense is expected to be approximately $25 to $30 million for the full year 2023.

Cash Flows from Investing Activities

Cash flows used in investing activities of $21.4 million in the first three months of 2023 were primarily comprised of $17.2 million for capital expenditures and $6.3 million for the acquisitions of businesses. Cash flows used in investing activities of $92.3 million in the first three months of 2022 were primarily comprised of $50.1 million for the acquisitions of businesses, net of cash acquired and $42.0 million for capital expenditures.

Our capital expenditures are primarily for replacement and growth. Over the long term, based on our historical capital expenditures, the replacement portion has averaged approximately one to two percent of net sales, while the growth portion has averaged approximately two to three percent of net sales. However, there are many factors that can impact the actual spending compared to these historical averages. We estimate full year 2023 capital expenditures of $80 to $100 million, including investments in automation and lean projects.

Capital expenditures and acquisitions in the first three months of 2023 were funded by cash generated from operations and borrowings under our Credit Agreement. Capital expenditures and acquisitions in the remainder of fiscal year 2023 are expected to be funded primarily from cash generated from operations, as well as periodic borrowings under our revolving credit facility as needed.

Cash Flows from Financing Activities

Cash flows used in financing activities of $76.8 million in the first three months of 2023 were primarily comprised of $36.1 million in net repayments under our revolving credit facility, payments of quarterly dividends of $26.6 million, cash outflows of $8.9 million related to vesting of stock-based awards, net of shares tendered for payment of taxes, and $5.3 million in repayments under our Term Loan and other borrowings.

Cash flows used in financing activities of $49.3 million in the first three months of 2022 were primarily comprised of $55.6 million in repayments under our shelf loan, Term Loan and other borrowings, payments of quarterly dividends of $22.9 million, and cash outflows of $10.6 million related to vesting of stock-based awards, net of shares tendered for payment of taxes, partially offset by $41.8 million in net borrowings under our revolving credit facility.

The Credit Agreement includes both financial and non-financial covenants. The covenants dictate that we shall not permit our net leverage ratio to exceed certain limits, shall maintain a minimum debt service coverage ratio, and must meet certain other financial requirements. At March 31, 2023, we were in compliance with all such requirements. In connection with the planned phase-out of LIBOR, we are working with the administrative agent under the Credit Agreement to amend the Credit Agreement to replace the interest rate benchmark for U.S. dollars from LIBOR to a term rate based on the secured overnight financing rate (SOFR). In addition, while we expect to maintain compliance with the Credit Agreement financial covenants at each of June 30, 2023 and September 30, 2023, due to the uncertainties affecting our business, industry, and the global economy as discussed in Note 1 of the Notes to Condensed Consolidated Financial Statements and elsewhere in this Management's Discussion and Analysis of Financial Condition and Results of Operations, we are also discussing with the administrative agent a potential increase to the net leverage ratio limit and a decrease in the minimum debt service coverage ratio as of those two dates.

We have paid regular quarterly dividends since 2016. Future dividend policy with respect to our common stock will be determined by our Board of Directors in light of our prevailing financial needs, earnings, and other relevant factors, including any limitations in our debt agreements, such as maintenance of certain financial ratios.

CORPORATE GOVERNANCE

We are in compliance with the corporate governance requirements of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange. Our governance documents and committee charters and key practices have been

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

posted to the “Investors” section of our website (www.lci1.com) and are updated periodically. The website also contains, or provides direct links to, all SEC filings, press releases and investor presentations. We have also established a Whistleblower Policy, which includes a toll-free hotline (800-461-9330) to report complaints about our accounting, internal controls, auditing matters or other concerns. The Whistleblower Policy and procedure for complaints can be found on our website (www.lci1.com).

CONTINGENCIES

Information required by this item is included in Note 10 of the Notes to Condensed Consolidated Financial Statements and is incorporated herein by reference.

INFLATION

The prices of key raw materials, consisting primarily of steel and aluminum, and components used by us which are made from these raw materials, are influenced by demand and other factors specific to these commodities, as well as by inflationary pressures. We experienced reduced prices of these commodities in the first three months of 2023, but prices of these commodities have historically been volatile, and over the past few months prices have continued to fluctuate. As a result, while we currently expect commodity prices in upcoming quarters in 2023 to remain generally consistent with prices in the first quarter of 2023, there can be no assurance that raw material costs will not increase. Please see "Results of Operations" above for additional information regarding the impact of raw material costs on our results of operations for the first three months of 2023.

NEW ACCOUNTING PRONOUNCEMENTS

Information required by this item is included in Note 2 of the Notes to Condensed Consolidated Financial Statements.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including, but not limited to, those related to product returns, sales and purchase rebates, accounts receivable, inventories, goodwill and other intangible assets, net assets of acquired businesses, income taxes, warranty and product recall obligations, self-insurance obligations, operating lease right-of-use assets and obligations, asset retirement obligations, long-lived assets, pension and post-retirement benefits, stock-based compensation, segment allocations, contingent consideration, environmental liabilities, contingencies and litigation. We base our estimates on historical experience, other available information and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other resources. Actual results and events could differ significantly from management estimates.

FORWARD-LOOKING STATEMENTS

This Form 10-Q contains certain "forward-looking statements" with respect to our financial condition, results of operations, business strategies, operating efficiencies or synergies, competitive position, growth opportunities, acquisitions, plans and objectives of management, markets for the Company's common stock, the impact of legal proceedings, and other matters. Statements in this Form 10-Q that are not historical facts are "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the Securities Act of 1933, as amended, and involve a number of risks and uncertainties.

Forward-looking statements, including, without limitation, those relating to the Company's future business prospects, net sales, expenses and income (loss), capital expenditures, tax rate, cash flow, financial condition, liquidity, covenant compliance, retail and wholesale demand, integration of acquisitions, R&D investments, commodity prices and industry trends, whenever they occur in this Form 10-Q are necessarily estimates reflecting the best judgment of the Company's senior management at the time such statements were made. There are a number of factors, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those described in the forward-looking statements. These factors include, in addition to other matters described in this Form 10-Q, the impacts of COVID-19, or other future

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ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(Continued)

pandemics, the Russia-Ukraine war, and heightened tensions between China and Taiwan on the global economy and on the Company's customers, suppliers, employees, business and cash flows, pricing pressures due to domestic and foreign competition, costs and availability of, and tariffs on, raw materials (particularly steel and aluminum) and other components, seasonality and cyclicality in the industries to which we sell our products, availability of credit for financing the retail and wholesale purchase of products for which we sell our components, inventory levels of retail dealers and manufacturers, availability of transportation for products for which we sell our components, the financial condition of our customers, the financial condition of retail dealers of products for which we sell our components, retention and concentration of significant customers, the costs, pace of and successful integration of acquisitions and other growth initiatives, availability and costs of production facilities and labor, team member benefits, team member retention, realization and impact of expansion plans, efficiency improvements and cost reductions, the disruption of business resulting from natural disasters or other unforeseen events, the successful entry into new markets, the costs of compliance with environmental laws, laws of foreign jurisdictions in which we operate, other operational and financial risks related to conducting business internationally, and increased governmental regulation and oversight, information technology performance and security, the ability to protect intellectual property, warranty and product liability claims or product recalls, interest rates, oil and gasoline prices, and availability, the impact of international, national and regional economic conditions and consumer confidence on the retail sale of products for which we sell our components, and other risks and uncertainties discussed more fully under the caption "Risk Factors" in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, and in the Company's subsequent filings with the SEC, including the Company's Quarterly Reports on Form 10-Q. Readers of this report are cautioned not to place undue reliance on these forward-looking statements, since there can be no assurance that these forward-looking statements will prove to be accurate. The Company disclaims any obligation or undertaking to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made, except as required by law.

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ITEM 3 – QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk related to changes in short-term interest rates on our variable rate debt. Depending on the interest rate option selected as more fully described in Note 8 of the Notes to Condensed Consolidated Financial Statements, interest is charged based on an indexed rate plus an applicable margin. Assuming a hypothetical increase of 0.25 percent in the indexed interest rate (which approximates a seven percent increase of the weighted-average interest rate on our borrowings as of March 31, 2023), our results of operations would not be materially affected.

We are also exposed to changes in the prices of raw materials, specifically steel and aluminum. We have, from time to time, entered into derivative instruments for the purpose of managing a portion of the exposures associated with fluctuations in steel and aluminum prices. While these derivative instruments are subject to fluctuations in value, these fluctuations are generally offset by the changes in fair value of the underlying exposures. We had no outstanding derivative instruments on commodities at March 31, 2023 and December 31, 2022.

We have historically been able to obtain sales price increases to partially offset the majority of raw material cost increases. However, there can be no assurance that future cost increases, if any, can be partially or fully passed on to customers, or that the timing of such sales price increases will match raw material cost increases.

Additional information required by this item is included under the caption "Inflation" in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of this report.

ITEM 4 – CONTROLS AND PROCEDURES

a.Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure, in accordance with the definition of "disclosure controls and procedures" in Rule 13a-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, cannot provide absolute assurance of achieving the desired control objectives. Management included in its evaluation the cost-benefit relationship of possible controls and procedures. We continually evaluate our disclosure controls and procedures to determine if changes are appropriate based upon changes in our operations or the business environment in which we operate.

As of the end of the period covered by this Form 10-Q, we performed an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2023.

b.Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2023, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1 – LEGAL PROCEEDINGS

In the normal course of business, we are subject to proceedings, lawsuits, regulatory agency inquiries and other claims. All such matters are subject to uncertainties and outcomes that are not predictable with assurance. While these matters could materially affect operating results when resolved in future periods, it is management’s opinion that after final disposition, including anticipated insurance recoveries in certain cases, any monetary liability or financial impact to the Company beyond that provided in the Condensed Consolidated Balance Sheet as of March 31, 2023, would not be material to our financial position or results of operations.

ITEM 1A – RISK FACTORS

There have been no material changes to the matters discussed in Part I, Item 1A – Risk Factors in our Annual Report on Form 10-K as filed with the SEC on February 24, 2023.

ITEM 6 – EXHIBITS

a)    Exhibits as required by item 601 of Regulation S-K:

1	3.1	LCI Industries Restated Certificate of Incorporation, as amended effective December 30, 2016 (incorporated by reference to Exhibit 3.1 included in the Registrant’s Form 10-K for the year ended December 31, 2016).
2	3.2	Amended and Restated Bylaws of LCI Industries, effective March 9, 2023.
3	10.1	Offer Letter between LCI Industries and Lillian Etzkorn, accepted on March 30, 2023 (incorporated by reference to Exhibit 10.1 included in the Registrant’s Form 8-K filed on April 5, 2023).
4	31.1	Certification of Chief Executive Officer required by Rule 13a-14(a).
5	31.2	Certification of Chief Financial Officer required by Rule 13a-14(a).
6	32.1	Certification of Chief Executive Officer required by Rule 13a-14(b) and Section 1350 Chapter 63 of Title 18 of the United States Code.
7	32.2	Certification of Chief Financial Officer required by Rule 13a-14(b) and Section 1350 Chapter 63 of Title 18 of the United States Code.
8	101	The following financial information from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, formatted in Inline XBRL: (i) Condensed Consolidated Statements of Income; (ii) Condensed Consolidated Statements of Comprehensive Income; (iii) Condensed Consolidated Balance Sheets; (iv) Condensed Consolidated Statements of Cash Flows; (v) Condensed Consolidated Statements of Stockholders’ Equity; and (vi) Notes to Condensed Consolidated Financial Statements.
9	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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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.

LCI INDUSTRIES
Registrant
By	/s/ Lillian D. Etzkorn
Lillian D. Etzkorn
Chief Financial Officer
May 9, 2023

31

EX-3.2

EXHIBIT 3.2

AMENDED AND RESTATED BYLAWS

OF

LCI INDUSTRIES

(as amended March 9, 2023)

____________________________________________________________

ARTICLE I

Meetings of Stockholders

Section 1.1. Annual Meetings. If required by applicable law, an annual meeting of stockholders shall be held for the election of directors at such date, time and place, if any, either within or without the State of Delaware, or solely by means of remote communication, as may be designated by resolution of the Board of Directors from time to time. Any other proper business may be transacted at the annual meeting. The corporation may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.

Section 1.2. Special Meetings.

(a)Special meetings of stockholders for any purpose or purposes may be called at any time by the Board of Directors or by the Chief Executive Officer (if he or she is also a member of the Board of Directors), or by the Board of Directors upon the written request or requests of a majority of the stockholders entitled to vote at such special meeting (the “Requisite Percentage”) who have complied in full with the requirements set forth in Section 1.2(b) of these bylaws. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice. The corporation may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors.

(b)Stockholder Requested Special Meetings.

(1)To be valid, the written request or requests for a special meeting of stockholders (each, a “Special Meeting Request” and, collectively, the “Special Meeting

Requests”) must be signed and dated by stockholders (or their duly authorized agents) representing the Requisite Percentage and delivered to the Secretary of the corporation and shall include: (i) a statement of the specific purpose or purposes of the special meeting and the matters proposed to be acted on at the special meeting, the text of any proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these bylaws, the text of the proposed amendment), the reasons for conducting such business at the special meeting, and any material interest in such business of the stockholders requesting the special meeting and the beneficial owners, if any, on whose behalf the Special Meeting Request(s) are being made; (ii) as to the stockholders requesting the special meeting and the beneficial owners, if any, on whose behalf the Special Meeting Request(s) are being made, the information required by clause (A)(2)(c) of Section 1.13 of these bylaws to be set forth in a stockholder’s notice required by Section 1.13(A)(2) of these bylaws; (iii) such other information, if applicable, required to be set forth in a stockholder’s notice required by Section 1.13(A)(2) of these bylaws (including, but not limited to, such other information required to be set forth in connection with a stockholder’s director nomination); (iv) an acknowledgement by the stockholders requesting the special meeting and the beneficial owners, if any, on whose behalf the Special Meeting Request(s) are being made that any reduction in the number of shares with respect to which a Special Meeting Request relates following the delivery of such Special Meeting Request to the Secretary shall constitute a revocation of such Special Meeting Request to the extent of such reduction; and (v) documentary evidence that the stockholders requesting the special meeting own the Requisite Percentage as of the date on which the Special Meeting Request(s) are delivered to the Secretary; provided, however, that if the stockholders are not the beneficial owners of the shares representing the Requisite Percentage, then to be valid, the Special Meeting Request(s) must also include documentary evidence (or, if not simultaneously provided with the Special Meeting Request(s), such documentary evidence must be delivered to the Secretary within ten (10) days after the date on which the Special Meeting Request(s) are delivered to the Secretary) that the beneficial owners on whose behalf the Special Meeting Request(s) are made beneficially own the Requisite Percentage as of the date on which such Special Meeting Request(s) are delivered to the Secretary. In addition, the stockholders requesting a special meeting of stockholders and the beneficial owners, if any, on whose behalf the Special Meeting Request(s) are being made shall promptly provide any other information reasonably requested by the corporation and, if requested by the corporation on or prior to the record date for the meeting, the information required under clause (b)(1)(ii), (iii), (iv) and (v) of this Section 1.2 shall be supplemented by such stockholders and beneficial owners not later than ten (10) days after the record date for the meeting to disclose such information as of the record date (and with respect to the information required under clause (b)(1)(v) of this Section 1.2, as of a date not more than five (5) business days before the scheduled date of the special meeting to which the Special Meeting Request relates). In determining whether a special meeting of stockholders has been requested by stockholders representing in the aggregate at least the

Requisite Percentage, multiple Special Meeting Requests delivered to the Secretary will be considered together only if (i) each Special Meeting Request identifies substantially the same purpose or purposes of the special meeting and substantially the same matters proposed to be acted on at the special meeting (in each case as determined in good faith by the Board), and (ii) such Special Meeting Requests have been dated and delivered to the Secretary within sixty (60) days of the earliest dated Special Meeting Request. A stockholder may revoke a Special Meeting Request at any time prior to the special meeting by written revocation delivered to the Secretary. If at any point after sixty (60) days following the earliest dated Special Meeting Request the unrevoked (whether by specific written revocation by the stockholder or pursuant to clause (b)(1)(iv)) valid Special Meeting Requests represent in the aggregate less than the Requisite Percentage, there shall be no requirement to hold a Special Meeting.

(2)Except as provided in the next sentence, a special meeting requested by stockholders shall be held at such date, time and place within or without the State of Delaware as may be fixed by the Board; provided, however, that the date of any such special meeting shall be not more than ninety (90) days after the Special Meeting Request is delivered to the Secretary. Notwithstanding the foregoing, a special meeting requested by stockholders shall not be held if (i) the Special Meeting Request relates to an item of business that is not a proper subject for stockholder action under applicable law, (ii) the Special Meeting Request is delivered during the period commencing ninety (90) days prior to the first anniversary of the date of the notice of annual meeting for the immediately preceding annual meeting and ending on the earlier of (x) the date of the next annual meeting and (y) thirty (30) calendar days after the first anniversary of the date of the immediately preceding annual meeting, (iii) an identical or substantially similar item (as determined in good faith by the Board, a “Similar Item”), other than the election of directors, was presented at a meeting of the stockholders held not more than twelve (12) months before the Special Meeting Request is delivered, (iv) a Similar Item was presented at a meeting of the stockholders held not more than ninety (90) days before the Special Meeting Request is delivered (and, for purposes of this clause (iv), the election of directors shall be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors) or (v) a Similar Item is included in the corporation’s notice as an item of business to be brought before a stockholder meeting that has been called by the time the Special Meeting Request is delivered but not yet held. For purposes of this clause (2), the date of delivery of the Special Meeting Request shall be the first date on which valid Special Meeting Requests constituting the Requisite Percentage have been delivered to the corporation.

Section 1.3. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a notice of the meeting shall be given that shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting,

the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the certificate of incorporation or these bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the corporation.

Section 1.4. Adjournments. Any meeting of stockholders, annual or special, may adjourn from time to time, whether or not a quorum is present, solely by the Chairperson of the Board, the Vice Chairperson of the Board, the Chief Executive Officer (if he or she is also a member of the Board of Directors), or the chairperson of the meeting selected by the Board of Directors, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record as of the record date so fixed for notice of such adjourned meeting.

Section 1.5. Quorum. Except as otherwise provided by law, the certificate of incorporation or these bylaws, at each meeting of stockholders the presence in person or by proxy of the holders of a majority in voting power of the outstanding shares of stock entitled to vote at the meeting shall be necessary and sufficient to constitute a quorum. Shares of its own stock belonging to the corporation or to another corporation, if a majority of the shares entitled to vote in the election of directors of such other corporation is held, directly or indirectly, by the corporation, shall neither be entitled to vote nor be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the corporation or any subsidiary of the corporation to vote stock, including but not limited to its own stock, held by it in a fiduciary capacity.

Section 1.6. Organization. Meetings of stockholders shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of the Board,

if any, or in his or her absence by the Chief Executive Officer, or in his or her absence by the President or a Vice President, or in the absence of the foregoing persons by a chairperson designated by the Board of Directors, or in the absence of such designation by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 1.7. Voting; Proxies. Except as otherwise provided by or pursuant to the provisions of the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use by the Board of Directors. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the corporation a revocation of the proxy or a new proxy bearing a later date. Voting at meetings of stockholders need not be by written ballot. Except as otherwise provided by these bylaws, each director shall be elected by the vote of the majority of the votes cast with respect to that director’s election at any meeting for the election of directors at which a quorum is present, provided that if, as of the tenth (10th) day preceding the date the corporation first mails its notice of meeting for such meeting to the stockholders of the corporation, the number of nominees exceeds the number of directors to be elected (a “Contested Election”), the directors shall be elected by the vote of a plurality of the votes cast. For purposes of this Section 1.7, a majority of votes cast shall mean that the number of votes cast “for” a director’s election exceeds the number of votes cast “against” that director’s election (with “abstentions” and “broker nonvotes” not counted as a vote cast either “for” or “against” that director’s election). In order for any incumbent director to become a nominee of the Board of Directors for further service on the Board of Directors, such person must submit an irrevocable resignation, contingent on (i) that person not receiving a majority of the votes cast in an election that is not a Contested Election, and (ii) acceptance of that resignation by the Board of Directors in accordance with the policies and procedures adopted by the Board of Directors for such purpose. In the event an incumbent director fails to receive a majority of the votes cast in an election that is not a Contested Election, the corporate governance and nominating committee, or such other committee designated by the Board of Directors pursuant to these bylaws, shall make a recommendation to the Board of Directors as to whether to accept or reject the resignation of

such incumbent director, or whether other action should be taken. The Board of Directors shall act on the resignation, taking into account the committee’s recommendation, and publicly disclose (by a press release and filing an appropriate disclosure with the Securities and Exchange Commission) its decision regarding the resignation and, if such resignation is rejected, the rationale behind the decision within ninety (90) days following certification of the election results. The committee in making its recommendation and the Board of Directors in making its decision each may consider any factors and other information that they consider appropriate and relevant. If the Board of Directors accepts a director's resignation pursuant to this Section 1.7, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board of Directors may fill the resulting vacancy in accordance with Section 2.2 of these bylaws. All other elections and questions presented to the stockholders at a meeting at which a quorum is present shall, unless a different or minimum vote is required by the certificate of incorporation, these bylaws, the rules or regulations of any stock exchange applicable to the corporation, or any law or regulation applicable to the corporation or its securities, in which case such different or minimum vote shall be the applicable vote on the matter, be decided by the affirmative vote of the holders of a majority in voting power of the shares of stock of the corporation which are present in person or by proxy and entitled to vote thereon.

Section 1.8. Fixing Date for Determination of Stockholders of Record.

(a)In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(b)In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 1.9. List of Stockholders Entitled to Vote. The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of meeting or (ii) during ordinary business hours at the principal place of business of the corporation. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1.9 or to vote in person or by proxy at any meeting of stockholders.

Section 1.10. Action by Written Consent of Stockholders.

(a) In order that the corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request that the Board of Directors fix a record date. The Board of Directors shall promptly, but in all events within ten (10) days after the date on which such written notice is received, adopt a resolution fixing the record date (unless a record date has previously been fixed by the Board of Directors pursuant to the first sentence of this Section 1.10(a)). If no record date has been fixed by the Board of Directors pursuant to the first sentence of this Section 1.10(a) or otherwise within ten (10) days

after the date on which such written notice is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date after the expiration of such ten (10) day time period on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its registered office in Delaware, its principal place of business, or to any officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. If no record date has been fixed by the Board of Directors pursuant to the first sentence of this Section 1.10(a), the record date for determining stockholders entitled to consent to corporate action in writing without a meeting if prior action by the Board of Directors is required by applicable law shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

(b)In the event of the delivery, in the manner provided by this Section 1.10(a) and applicable law, to the corporation of written consent or consents to take corporate action and/or any related revocation or revocations, the corporation shall engage independent inspectors of elections for the purpose of performing promptly a ministerial review of the validity of the consents and revocations. For the purpose of permitting the inspectors to perform such review, no action by written consent and without a meeting shall be effective until such inspectors have completed their review, determined that the requisite number of valid and unrevoked consents delivered to the corporation in accordance with this Section 1.10 and applicable law have been obtained to authorize or take the action specified in the consents, and certified such determination for entry in the records of the corporation kept for the purpose of recording the proceedings of meetings of stockholders. Nothing contained in this Section 1.10(b) shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether before or after such certification by the independent inspectors, or to take any other action (including, without limitation, the commencement, prosecution or defense of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).

(c)Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days after the earliest dated written consent received in accordance with this Section 1.10, a valid written consent or valid written consents signed by a sufficient number of stockholders to take such action are delivered to the corporation in the manner prescribed in this Section 1.10 and applicable law, and not revoked.

Section 1.11. Inspectors of Election. The corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who

may be employees of the corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

Section 1.12. Conduct of Meetings. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought

before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board of Directors or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

Section 1.13. Notice of Stockholder Business and Nominations.

(A)Annual Meetings of Stockholders. (1) Nominations of persons for election to the Board of Directors of the corporation and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board of Directors or any committee thereof or (c) by any stockholder of the corporation who was a stockholder of record of the corporation at the time the notice provided for in this Section 1.13 is delivered to the Secretary of the corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 1.13.

(2)For any nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of paragraph (A)(1) of this Section 1.13, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation and any such proposed business (other than the nominations of persons for election to the Board of Directors) must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the ninetieth (90th) day, nor earlier than the close of business on the one hundred twentieth (120th) day, prior to the first anniversary of the preceding year’s annual meeting (provided, however, that in the event that the date of the annual meeting is more than thirty (30) days before or more than seventy (70) days after such anniversary date, notice by the stockholder must be so delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above. Such stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and (ii) such person’s

written consent to being named in any proxy materials as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the bylaws of the corporation, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the corporation’s books, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the corporation which are owned beneficially and of record by such stockholder and such beneficial owner, (iii) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such stockholder and/or such beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, including, in the case of a nomination, the nominee, (iv) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the stockholder’s notice by, or on behalf of, such stockholder and such beneficial owners, whether or not such instrument or right shall be subject to settlement in underlying shares of capital stock of the corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder or such beneficial owner, with respect to securities of the corporation, (v) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nomination, (vi) as to any business, other than the nomination of a director or directors, a representation whether the stockholder or the beneficial owner, if any, intends or is part of a group which intends (a) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the corporation’s outstanding capital stock required to approve or adopt the proposal and/or (b) otherwise to solicit proxies or votes from stockholders in support of such proposal, and (vii) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder. A stockholder who intends to solicit proxies in support of director nominees other than the corporation’s director nominees and who has delivered a notice of nomination pursuant to this Section 1.13 shall promptly certify to the corporation, and notify the corporation in writing, that it has complied with or will comply with

the requirements of Rule 14a-19 under the Exchange Act, and upon request of the corporation, shall, not later than five business days prior to the date of the applicable meeting of stockholders, deliver to the corporation reasonable evidence of such compliance. The foregoing notice requirements of this paragraph (A) of this Section 1.13 shall be deemed satisfied by a stockholder with respect to business other than a nomination if the stockholder has notified the corporation of his, her or its intention to present a proposal at an annual meeting in compliance with applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal has been included in a proxy statement that has been prepared by the corporation to solicit proxies for such annual meeting. The corporation may require any proposed nominee to furnish such other information as the corporation may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the corporation.

(3)Notwithstanding anything in the second sentence of paragraph (A)(2) of this Section 1.13 to the contrary, in the event that the number of directors to be elected to the Board of Directors of the corporation at the annual meeting is increased effective after the time period for which nominations would otherwise be due under paragraph (A)(2) of this Section 1.13 and there is no public announcement by the corporation naming the nominees for the additional directorships at least one hundred (100) days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by this Section 1.13 shall also be considered timely, but only with respect to nominees for the additional directorships, if it shall be delivered to the Secretary at the principal executive offices of the corporation not later than the close of business on the tenth (10th) day following the day on which such public announcement is first made by the corporation.

(B)Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the corporation’s notice of meeting (1) by or at the direction of the Board of Directors or any committee thereof (or stockholders pursuant to Section 1.2 hereof) or (2) provided that the Board of Directors (or stockholders pursuant to Section 1.2 hereof) has determined that directors shall be elected at such meeting, by any stockholder of the corporation who is a stockholder of record at the time the notice provided for in this Section 1.13 is delivered to the Secretary of the corporation, who is entitled to vote at the meeting and upon such election and who complies with the notice procedures set forth in this Section 1.13. The proposal by stockholders of other business to be conducted at a special meeting of stockholders may be made only in accordance with Section 1.2 hereof. In the event the corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may

be) for election to such position(s) as specified in the corporation’s notice of meeting, if the stockholder’s notice required by paragraph (A)(2) of this Section 1.13 shall be delivered to the Secretary at the principal executive offices of the corporation not earlier than the close of business on the one hundred twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(C)General. (1) Except as otherwise expressly provided in any applicable rule or regulation promulgated under the Exchange Act, only such persons who are nominated in accordance with the procedures set forth in this Section 1.13 shall be eligible to be elected at an annual or special meeting of stockholders of the corporation to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section 1.13. Except as otherwise provided by law, the chairman of the meeting shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Section 1.13 (including whether the stockholder or beneficial owner, if any, on whose behalf the nomination or proposal is made or solicited (or is part of a group which solicited) or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee or proposal in compliance with such stockholder’s representations as required by this Section 1.13) and (b) if any proposed nomination or business was not made or proposed in compliance with this Section 1.13, to declare that such nomination shall be disregarded or that such proposed business shall not be transacted. Unless otherwise required by law, if any stockholder (i) provides notice pursuant to Rule 14a-19 under the Exchange Act and (ii) subsequently (A) notifies the corporation that such stockholder no longer intends to solicit proxies in support of director nominees other than the corporation’s director nominees in accordance with Rule 14a-19, (B) fails to comply with the requirements of Rule 14a-19, or (C) fails to provide reasonable evidence sufficient to satisfy the corporation that such requirements have been met, then such stockholder’s nominations shall be deemed null and void and the corporation shall disregard any proxies or votes solicited for any nominee proposed by such stockholder. Notwithstanding the foregoing provisions of this Section 1.13, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the corporation to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the corporation. For purposes of this

Section 1.13, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

(2)For purposes of this Section 1.13, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or other national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3)Notwithstanding the foregoing provisions of this Section 1.13, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (including Rule 14a-19) with respect to the matters set forth in this Section 1.13; providedhowever, that any references in these bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to this Section 1.13 (including paragraphs (A)(1)(c) and (B) hereof), and compliance with paragraphs (A)(1)(c) and (B) of this Section 1.13 shall be the exclusive means for a stockholder to make nominations or submit other business (other than, as provided in the penultimate sentence of (A)(2), business other than nominations brought properly under and in compliance with Rule 14a-8 of the Exchange Act, as may be amended from time to time). Nothing in this Section 1.13 shall be deemed to affect any rights (a) of stockholders to request inclusion of proposals or nominations in the corporation’s proxy statement pursuant to applicable rules and regulations promulgated under the Exchange Act or (b) of the holders of any series of Preferred Stock to elect directors pursuant to any applicable provisions of the certificate of incorporation.

ARTICLE II

Board of Directors

Section 2.1. Number; Qualifications. Subject to the certificate of incorporation, the Board of Directors shall consist of not less than three nor more than twelve members, the number thereof to be determined from time to time by resolution of the Board of Directors. Directors need not be stockholders.

Section 2.2. Election; Resignation; Vacancies. Directors elected by the stockholders at the annual meeting of stockholders shall hold office for a term of one year or until his or her successor is duly elected and qualified, subject to such director’s earlier death, resignation, disqualification or removal. Any director may resign at any time upon notice to the corporation. Such resignation shall take effect at the time of its receipt by the corporation unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective. Unless otherwise provided by law or the certificate of incorporation, any newly created directorship or any vacancy occurring in the Board of Directors for any cause may be filled only by a majority of the remaining members of the Board of Directors, although such majority is less than a quorum, or by the stockholders by the vote of the stockholders required for the election of directors generally, and each director so elected shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor is elected and qualified.

Section 2.3. Regular Meetings. Regular meetings of the Board of Directors may be held at such places within or without the State of Delaware and at such times as the Board of Directors may from time to time determine.

Section 2.4. Special Meetings. Special meetings of the Board of Directors may be held at any time or place within or without the State of Delaware whenever called by the Chief Executive Officer, President, the Secretary, or by a majority of the members of the Board of Directors. Notice of a special meeting of the Board of Directors shall be given by the person or persons calling the meeting at least twenty-four hours before the special meeting.

Section 2.5. Telephonic Meetings Permitted. Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this by-law shall constitute presence in person at such meeting.

Section 2.6. Quorum; Vote Required for Action. At all meetings of the Board of Directors the directors entitled to cast a majority of the votes of the whole Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation, these bylaws or applicable law otherwise provides, a majority of the votes entitled to be cast by the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 2.7. Organization. Meetings of the Board of Directors shall be presided over by the Chairperson of the Board, if any, or in his or her absence by the Vice Chairperson of

the Board or Lead Director, if any, or in his or her absence by the Chief Executive Officer (if he or she is also a member of the Board of Directors), or in their absence by a chairperson chosen at the meeting. The Secretary shall act as secretary of the meeting, but in his or her absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 2.8. Action by Unanimous Consent of Directors. Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the board or committee in accordance with applicable law.

ARTICLE III

Committees

Section 3.1. Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of the committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Any such committee, to the extent permitted by law and to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

Section 3.2. Committee Rules. Unless the Board of Directors otherwise provides, each committee designated by the Board of Directors may make, alter and repeal rules for the conduct of its business. In the absence of such rules each committee shall conduct its business in the same manner as the Board of Directors conducts its business pursuant to Article II of these bylaws.

ARTICLE IV

Officers

Section 4.1. Officers. The Board of Directors shall elect a Chief Executive Officer, Chief Financial Officer and Secretary, and it may, if it so determines, choose a Chairperson of the Board or an independent Lead Director from among its members. The Board of Directors may also choose a Vice Chairperson, a President, one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and such other officers as it shall from time to time deem necessary or desirable. Each officer shall hold office for such term as may be prescribed by the Board of Directors and until such person’s successor shall have been duly chosen and qualified, or until such person’s earlier death, disqualification, resignation or removal.

Section 4.2. Removal, Resignation and Vacancies. Any officer of the corporation may be removed, with or without cause, by the Board of Directors, without prejudice to the rights, if any, of such officer under any contract to which it is a party. Any officer may resign at any time upon written notice to the corporation, without prejudice to the rights, if any, of the corporation under any contract to which such officer is a party. Such resignation shall take effect at the time of its receipt by the corporation unless another time be fixed in the resignation, in which case it shall become effective at the time so fixed. The acceptance of a resignation shall not be required to make it effective. If any vacancy occurs in any office of the corporation, the Board of Directors may elect a successor to fill such vacancy for the remainder of the unexpired term and until a successor shall have been duly chosen and qualified.

Section 4.3. Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties in the management of the corporation as may be prescribed in these bylaws, in a resolution by the Board of Directors and, to the extent not so provided, as generally pertain to their respective offices, subject to the oversight of the Board of Directors. The Board of Directors may secure the fidelity of any officer, agent or employee by bond or otherwise.

Section 4.4. Appointing Attorneys and Agents; Voting Securities of Other Entities. Unless otherwise provided by resolution adopted by the Board of Directors, the Chairperson of the Board, the Chief Executive Officer, the President or any Vice President may from time to time appoint an attorney or attorneys or agent or agents of the corporation, in the name and on behalf of the corporation, to cast the votes which the corporation may be entitled to cast as the holder of stock or other securities in any other corporation or other entity, any of whose stock or other securities may be held by the corporation, at meetings of the holders of the

stock or other securities of such other corporation or other entity, or to consent in writing, in the name of the corporation as such holder, to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consents, and may execute or cause to be executed in the name and on behalf of the corporation and under its corporate seal or otherwise, all such written proxies or other instruments as he or she may deem necessary or proper. Any of the rights set forth in this Section 4.4 which may be delegated to an attorney or agent may also be exercised directly by the Chairperson of the Board, the Chief Executive Officer, the President or the Vice President.

Section 4.5. Chief Executive Officer. The Chief Executive Officer shall have the general powers and duties of supervision and management usually vested in the Chief Executive Officer of a corporation. The Chief Executive Officer shall have general supervision, direction and control of the business of the corporation.

Section 4.6. President; Vice Presidents. The President and each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Board of Directors.

Section 4.7. Chief Financial Officer. The Chief Financial Officer shall be responsible for all accounting, financial and reporting matters of the corporation. The Chief Financial Officer shall render to the Chief Executive Officer and Board of Directors at the regular meetings of the Board of Directors, or whenever they may request it, an account of all his or her transactions as Chief Financial Officer and of the financial condition of the corporation.

Section 4.8. Treasurer. Custody of the corporate funds and securities shall be maintained under the supervision of the Treasurer. The Treasurer will assure that the corporation keeps full and accurate accounts of receipts and disbursements in books belonging to the corporation. Under his or her supervision all deposits of moneys and other valuables is the name and to the credit of the corporation shall be made in such depositories as may be designated by the Board of Directors. The Treasurer or his or her designees shall disburse or supervise the disbursement of the funds of the corporation as may be ordered by the Board of Directors, the Chief Executive Officer, the President or the Chief Financial Officer, taking proper vouchers for such disbursements.

Section 4.9. Secretary. The Secretary shall give, or cause to be given, notice of all meetings of stockholders and directors, and all other notices required by law or by these bylaws, and in case of his or her absence or refusal or neglect so to do, any such notice may be given by any person directed by the Chief Executive Officer, or by the directors, or stockholders, upon whose requisition the meeting is called as provided in these bylaws. He or she shall record or

cause to be recorded all the proceedings of the meetings of the corporation and of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the directors or the Chief Executive Officer. He or she shall have custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors or the Chief Executive Office, and attest the same.

Section 4.10. Assistant Treasurers and Assistant Secretaries. Assistant Treasurers and Assistant Secretaries, if any, shall be elected and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

Section 4.11. Additional Matters. The Chief Executive Officer, the President and the Chief Financial Officer of the corporation shall have the authority to designate employees of the corporation to have the title of Vice President, Assistant Vice President, Assistant Treasurer or Assistant Secretary. Any employee so designated shall have the powers and duties determined by the officer making such designation. The persons upon whom such titles are conferred shall not be deemed officers of the corporation unless elected by the Board of Directors.

ARTICLE V

Stock

Section 5.1. Certificates. The shares of the corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the corporation. Every holder of stock represented by certificates shall be entitled to have a certificate signed by or in the name of the corporation by any two authorized officers of the corporation, including, without limitation, the Chairperson of the Board of Directors, the Vice Chairperson of the Board of Directors, the Chief Executive Officer, the President, any Vice President, the Chief Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary and an Assistant Secretary, certifying the number of shares owned by such holder in the corporation. Any of or all the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue.

Section 5.2. Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate

theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or such owner’s legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

ARTICLE VI

Indemnification and Advancement of Expenses

Section 6.1. Prepayment of Expenses. The corporation shall pay the expenses (including attorneys’ fees) incurred by any person whom it indemnifies pursuant to its certificate of incorporation, as amended (an “Indemnitee”), in defending any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnitee to repay all amounts advanced if it should be ultimately determined that the Indemnitee is not entitled to be indemnified under the certificate of incorporation, as amended.

Section 6.2. Claims. If a claim for payment of expenses under this Article VI is not paid in full within sixty (60) days after a written claim therefore by the Indemnitee has been received by the corporation, the Indemnitee may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action, the corporation shall have the burden of proving that the Indemnitee is not entitled to the requested indemnification or payment of expenses under applicable law.

Section 6.3. Nonexclusivity of Rights. - The rights conferred on any Indemnitee by this Article VI shall not be exclusive of any other rights which such Indemnitee may have or hereafter acquires under any statute, provision of the certificate of incorporation, as amended, these bylaws, agreement, vote of stockholders or disinterested directors, or otherwise.

Section 6.4. Other Sources. The corporation’s obligation, if any, to indemnify or to advance expenses to any Indemnitee who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trustee, enterprise or nonprofit entity shall be reduced by any amount such Indemnitee may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.

Section 6.5. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any Indemnitee in respect of any act or omission occurring prior to the time of such repeal or modification.

Section 6.6. Other Indemnification and Prepayment of Expenses. This Article VI shall not limit the right of the corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Indemnitees when and as authorized by appropriate corporate action.

ARTICLE VII

Miscellaneous

Section 7.1. Fiscal Year. The fiscal year of the corporation shall be determined by resolution of the Board of Directors.

Section 7.2. Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the Board of Directors.

Section 7.3. Manner of Notice. Except as otherwise provided herein or permitted by applicable law, notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or stockholders at their addresses appearing on the books of the corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, and except as prohibited by applicable law, any notice to stockholders given by the corporation under any provision of applicable law, the certificate of incorporation, or these bylaws shall be effective if given by a single written notice to stockholders who share an address if consented to by the stockholders at that address to whom such notice is given. Any such consent shall be revocable by the stockholder by written notice to the corporation. Any stockholder who fails to object in writing to the corporation, within sixty (60) days of having been given written notice by the corporation of its intention to send the single notice permitted under this Section 7.3, shall be deemed to have consented to receiving such single written notice. Notice to directors may be given by telecopier, telephone or other means of electronic transmission.

Section 7.4. Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any waiver of notice, given by the person entitled to notice, whether before or after

the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the stockholders, directors, or members of a committee of directors need be specified in a waiver of notice.

Section 7.5. Form of Records. Any records maintained by the corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method, provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

Section 7.6. Amendment of Bylaws. These bylaws may be altered, amended or repealed, and new bylaws made, by the Board of Directors, but the stockholders may make additional bylaws and may alter and repeal any bylaws whether adopted by them or otherwise.

Section 7.7. Forum Selection Bylaw. Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (1) any derivative action or proceeding brought on behalf of the corporation, (2) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, other employee or stockholder of the corporation to the corporation or the corporation’s stockholders, (3) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware, or (4) any action asserting a claim governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the corporation shall be deemed to have notice of and consented to the provisions of this Section 7.7.

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 13a-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Jason D. Lippert, Chief Executive Officer, certify that:

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

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 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 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 the 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 control over financial reporting.

Date: May 9, 2023

By /s/ Jason D. Lippert

Jason D. Lippert, Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 13a-14(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, Lillian D. Etzkorn, Chief Financial Officer, certify that:

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

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 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 (the registrant’s fourth fiscal quarter in the case of an annual report) 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 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 the 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 control over financial reporting.

Date: May 9, 2023

By /s/ Lillian D. Etzkorn

Lillian D. Etzkorn, Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C.

SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of LCI Industries (the “Company”) for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jason D. Lippert, Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

By /s/ Jason D. Lippert

Chief Executive Officer

Principal Executive Officer

May 9, 2023

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C.

SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of LCI Industries (the “Company”) for the period ended March 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Lillian D. Etzkorn, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

By /s/ Lillian D. Etzkorn

Chief Financial Officer

Principal Financial Officer

May 9, 2023

XML

Cover Page - shares	3 Months Ended
	Mar. 31, 2023	Apr. 28, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-13646
Entity Registrant Name	LCI INDUSTRIES
Entity Central Index Key	0000763744
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Current Fiscal Year End Date	--12-31
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3250533
Entity Address, Address Line One	3501 County Road 6 East
Entity Address, City or Town	Elkhart,
Entity Address, State or Province	IN
Entity Address, Postal Zip Code	46514
City Area Code	574
Local Phone Number	535-1125
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	LCII
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		25,298,420

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Condensed Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement [Abstract]
Net sales	$ 973,310	$ 1,644,568
Cost of sales	787,239	1,180,325
Gross profit	186,071	464,243
Selling, general and administrative expenses	166,028	194,542
Operating profit	20,043	269,701
Interest expense, net	10,394	6,252
Income before income taxes	9,649	263,449
Provision for income taxes	2,390	67,268
Net income	$ 7,259	$ 196,181
Net income per common share:
Basic (in usd per share)	$ 0.29	$ 7.75
Diluted (in usd per share)	$ 0.29	$ 7.71
Weighted average common shares outstanding:
Basic (in shares)	25,228	25,329
Diluted (in shares)	25,293	25,461

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Condensed Consolidated Statement Of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 7,259	$ 196,181
Other comprehensive (loss) income:
Net foreign currency translation adjustment	2,000	(2,882)
Total comprehensive income	$ 9,259	$ 193,299

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 23,465	$ 47,499
Accounts receivable, net of allowances of $7,645 and $5,904 at March 31, 2023 and December 31, 2022, respectively	340,305	214,262
Inventories, net	909,385	1,029,705
Prepaid expenses and other current assets	91,624	99,310
Total current assets	1,364,779	1,390,776
Fixed assets, net	480,904	482,185
Goodwill	566,178	567,063
Other intangible assets, net	491,415	503,320
Operating lease right-of-use assets	248,575	247,007
Other long-term assets	57,516	56,561
Total assets	3,209,367	3,246,912
Current liabilities
Current maturities of long-term indebtedness	25,450	23,086
Accounts payable, trade	169,883	143,529
Current portion of operating lease obligations	35,516	35,447
Accrued expenses and other current liabilities	205,182	219,238
Total current liabilities	436,031	421,300
Long-term indebtedness	1,055,625	1,095,888
Operating lease obligations	224,451	222,478
Deferred taxes	31,405	30,580
Other long-term liabilities	102,344	95,658
Total liabilities	1,849,856	1,865,904
Stockholders’ equity
Common stock, par value $.01 per share	286	285
Paid-in capital	231,294	234,956
Retained earnings	1,201,443	1,221,279
Accumulated other comprehensive income	8,704	6,704
Stockholders' equity before treasury stock	1,441,727	1,463,224
Treasury stock, at cost	(82,216)	(82,216)
Total stockholders' equity	1,359,511	1,381,008
Total liabilities and stockholders' equity	$ 3,209,367	$ 3,246,912

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, allowances	$ 7,645	$ 5,904
Common stock, par value (in usd per share)	$ 0.01	$ 0.01

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Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Cash flows from operating activities:
Net income	$ 7,259	$ 196,181
Adjustments to reconcile net income to cash flows provided by operating activities:
Depreciation and amortization	32,499	31,812
Stock-based compensation expense	4,695	6,517
Other non-cash items	877	1,771
Changes in assets and liabilities, net of acquisitions of businesses:
Accounts receivable, net	(123,072)	(240,404)
Inventories, net	131,708	(31,278)
Prepaid expenses and other assets	5,577	20,495
Accounts payable, trade	25,822	57,808
Accrued expenses and other liabilities	(10,689)	92,024
Net cash flows provided by operating activities	74,676	134,926
Cash flows from investing activities:
Capital expenditures	(17,159)	(42,037)
Acquisitions of businesses	(6,250)	(50,089)
Other investing activities	1,960	(219)
Net cash flows used in investing activities	(21,449)	(92,345)
Cash flows from financing activities:
Vesting of stock-based awards, net of shares tendered for payment of taxes	(8,888)	(10,569)
Proceeds from revolving credit facility	165,300	372,400
Repayments under revolving credit facility	(201,385)	(330,600)
Repayments under shelf loan, term loan, and other borrowings	(5,276)	(55,642)
Payment of dividends	(26,563)	(22,870)
Payment of contingent consideration and holdbacks related to acquisitions	0	(2,031)
Other financing activities	(12)	(4)
Net cash flows used in financing activities	(76,824)	(49,316)
Effect of exchange rate changes on cash and cash equivalents	(437)	(712)
Net decrease in cash and cash equivalents	(24,034)	(7,447)
Cash and cash equivalents at beginning of period	47,499	62,896	$ 62,896
Cash and cash equivalents cash at end of period	23,465	55,449	$ 47,499
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	9,052	3,943
Cash paid during the period for income taxes, net of refunds	390	192
Purchase of property and equipment in accrued expenses	$ 2,304	$ 2,400

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Condensed Consolidated Statement Of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Treasury Stock
Beginning balance at Dec. 31, 2021	$ 1,092,875	$ 284	$ 220,459	$ 930,795	$ (501)	$ (58,162)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	196,181			196,181
Issuance of shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes	(10,569)	1	(10,570)
Stock-based compensation expense	6,517		6,517
Other comprehensive income (loss)	(2,882)				(2,882)
Cash dividends	(22,870)			(22,870)
Dividend equivalents on stock-based awards	0		392	(392)
Ending balance at Mar. 31, 2022	1,259,252	285	216,798	1,103,714	(3,383)	(58,162)
Beginning balance at Dec. 31, 2022	1,381,008	285	234,956	1,221,279	6,704	(82,216)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	7,259			7,259
Issuance of shares of common stock pursuant to stock-based awards, net of shares tendered for payment of taxes	(8,888)	1	(8,889)
Stock-based compensation expense	4,695		4,695
Other comprehensive income (loss)	2,000				2,000
Cash dividends	(26,563)			(26,563)
Dividend equivalents on stock-based awards	0		532	(532)
Ending balance at Mar. 31, 2023	$ 1,359,511	$ 286	$ 231,294	$ 1,201,443	$ 8,704	$ (82,216)

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Condensed Consolidated Statement Of Stockholders' Equity (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Stockholders' Equity [Abstract]
Issuance of common stock (in shares)	119,091	138,208
Cash dividend (in usd per share)	$ 1.05	$ 0.90

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Basis of Presentation

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis Of Presentation

BASIS OF PRESENTATION

The Condensed Consolidated Financial Statements include the accounts of LCI Industries and its wholly-owned subsidiaries ("LCII" and collectively with its subsidiaries, the "Company," "we," "us," or "our"). LCII has no unconsolidated subsidiaries. LCII, through its wholly-owned subsidiary, Lippert Components, Inc. and its subsidiaries (collectively, "Lippert Components," "LCI," or "Lippert"), supplies, domestically and internationally, a broad array of engineered components for the leading original equipment manufacturers ("OEMs") in the recreation and transportation product markets, consisting primarily of recreational vehicles ("RVs") and adjacent industries including boats; buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; trains; manufactured homes; and modular housing. The Company also supplies engineered components to the related aftermarkets of these industries, primarily by selling to retail dealers, wholesale distributors, and service centers, as well as direct to retail customers via the Internet. At March 31, 2023, the Company operated over 120 manufacturing and distribution facilities located throughout North America and Europe.

Most industries where the Company sells products or where its products are used historically have been seasonal and are generally at the highest levels when the weather is moderate. Accordingly, the Company's sales and profits have generally been the highest in the second quarter and lowest in the fourth quarter. However, current and future seasonal industry trends have been, and may in the future be, different than in prior years due to various factors, including fluctuations in dealer inventories and the timing of dealer orders, the impact of international, national, and regional economic conditions and consumer confidence on retail sales of RVs and other products for which the Company sells its components, the impact of severe weather conditions on the timing of industry-wide shipments from time to time, as well as the coronavirus ("COVID-19") pandemic and related impacts. Additionally, many of the optional upgrades and non-critical replacement parts for RVs are purchased outside the normal product selling season, thereby causing certain Aftermarket Segment sales to be counter-seasonal, but this has been, and may in the future be, different as a result of the COVID-19 pandemic and related impacts.

The Company is not aware of any significant events which occurred subsequent to the balance sheet date but prior to the filing of this report that would have a material impact on the Condensed Consolidated Financial Statements. All significant intercompany balances and transactions have been eliminated.

In the opinion of management, the information furnished in this Form 10-Q reflects all adjustments necessary for a fair statement of the financial position and results of operations for the interim periods presented. The Condensed Consolidated Financial Statements have been prepared in accordance with the instructions to Form 10-Q, and therefore do not include some information necessary to conform to annual reporting requirements. Results for interim periods should not be considered indicative of results for the full year.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to product returns, sales and purchase rebates, accounts receivable, inventories, goodwill and other intangible assets, net assets of acquired businesses, income taxes, warranty and product recall obligations, self-insurance obligations, operating lease right-of-use assets and obligations, asset retirement obligations, long-lived assets, pension and post-retirement benefits, stock-based compensation, segment allocations, contingent consideration, environmental liabilities, contingencies, and litigation. The Company bases its estimates on historical experience, other available information, and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other resources. Actual results and events could differ significantly from management estimates.

Risks and Uncertainties

Negative conditions in the general economy in the United States or abroad, including conditions resulting from financial and credit market fluctuations, increased inflation and interest rates, changes in economic policy, trade uncertainty, including changes in tariffs, sanctions, international treaties, and other trade restrictions, including heightened tensions between China and Taiwan, the occurrence of a natural disaster or global public health crisis, such as the COVID-19 pandemic, or armed conflicts, such as the conflict between Russia and Ukraine, could negatively impact the Company’s business, liquidity, financial condition and results of operations.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Condensed Consolidated Financial Statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2022 Annual Report on Form 10-K and should be read in conjunction with the Notes to Consolidated Financial Statements which appear in that report.

There are no recent accounting pronouncements that have been issued and not yet adopted that are expected to have a material impact on our Condensed Consolidated Financial Statements.

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Earnings Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Earnings Per Share

EARNINGS PER SHARE

The following reconciliation details the denominator used in the computation of basic and diluted earnings per share for the periods indicated:

	Three Months Ended  March 31,
(In thousands)	2023	2022
Weighted average shares outstanding for basic earnings per share	25,228	25,329
Common stock equivalents pertaining to stock-based awards	65	132
Weighted average shares outstanding for diluted earnings per share	25,293	25,461
Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive	160	111

For the Company's 1.125 percent convertible senior notes due 2026 (the "Convertible Notes") issued in May 2021, the dilutive effect is calculated using the if-converted method. The Company is required, pursuant to the indenture governing the Convertible Notes, dated May 13, 2021, by and between the Company and U.S. Bank National Association, as trustee (the "Indenture"), to settle the principal amount of the Convertible Notes in cash and may elect to settle the remaining conversion obligation (i.e., the stock price in excess of the conversion price) in cash, shares of the Company's common stock, or a combination thereof. Under the if-converted method, the Company includes the number of shares required to satisfy the conversion obligation, assuming all the Convertible Notes are converted. Because the average closing price of the Company's common stock for the three months ended March 31, 2023, which is used as the basis for determining the dilutive effect on earnings per share, was less than the conversion price of $165.65, all associated shares were antidilutive.

In conjunction with the issuance of the Convertible Notes, the Company, in privately negotiated transactions with certain commercial banks (the "Counterparties"), sold warrants to purchase 2.8 million shares of the Company's common stock (the "Warrants"). The Warrants have a strike price of $259.84 per share, subject to customary anti-dilution adjustments. For calculating the dilutive effect of the Warrants, the Company uses the treasury stock method. With this method, the Company assumes exercise of the Warrants at the beginning of the period, or at time of issuance if later, and issuance of shares of common stock upon exercise. Proceeds from the exercise of the Warrants are assumed to be used to repurchase shares of the Company's common stock at the average market price during the period. The incremental shares, representing the number of shares assumed to be received upon the exercise of the Warrants less the number of shares repurchased, are included in diluted shares. For the three months ended March 31, 2023, the average share price was below the Warrant strike price of $259.84 per share, and therefore 2.8 million shares were considered antidilutive.

In connection with the issuance of the Convertible Notes, the Company entered into privately negotiated call option contracts on the Company's common stock (the "Convertible Note Hedge Transactions") with the Counterparties. The Company paid an aggregate amount of $100.1 million to the Counterparties pursuant to the Convertible Note Hedge Transactions. The

Convertible Note Hedge Transactions cover, subject to anti-dilution adjustments substantially similar to those in the Convertible Notes, approximately 2.8 million shares of the Company's common stock, the same number of shares initially underlying the Convertible Notes, at a strike price of approximately $165.65, subject to customary anti-dilution adjustments. The Convertible Note Hedge Transactions will expire upon the maturity of the Convertible Notes, subject to earlier exercise or termination. Exercise of the Convertible Note Hedge Transactions would reduce the number of shares of the Company's common stock outstanding, and therefore would be antidilutive.

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Acquisitions, Goodwill And Other Intangible Assets

3 Months Ended

Mar. 31, 2023

Acquisitions, Goodwill And Other Intangible Assets [Abstract]

Acquisitions, Goodwill And Other Intangible Assets

ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

Acquisitions Completed During the Three Months Ended March 31, 2023

During the three months ended March 31, 2023, the Company completed an acquisition for $6.3 million of cash purchase consideration, plus holdback payments of $0.5 million to be paid over the two years following the acquisition. The purchase price allocation resulted in $4.2 million of goodwill (tax deductible). As this acquisition is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented.

Acquisitions with Measurement Period Adjustments During the Three Months Ended March 31, 2023

Way

In November 2022, the Company acquired substantially all of the business assets of Way Interglobal Network LLC ("Way"), a distributor of innovative appliances and electronics to OEMs in the RV industry. The purchase price was $54.8 million, which includes a holdback payment of $2.0 million due on the first anniversary of the acquisition in November 2023. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment. As the operations of this acquisition are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented.

During the three months ended March 31, 2023, the Company adjusted the preliminary purchase price allocation reported in the Company's December 31, 2022 Annual Report on Form 10-K to account for updates to net working capital balances. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. The purchase price allocation is subject to further adjustment for net working capital and the fair value of intangible assets as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date).

Goodwill

Changes in the carrying amount of goodwill by reportable segment were as follows:

(In thousands)	OEM Segment		Aftermarket Segment		Total
Net balance – December 31, 2022	$	399,736	$	167,327	$	567,063
Acquisitions – 2023	3,345		836		4,181
Measurement period adjustments	(7,125)		(289)		(7,414)
Foreign currency translation	1,941		407		2,348
Net balance – March 31, 2023	$	397,897	$	168,281	$	566,178

Goodwill represents the excess of the total consideration given in an acquisition of a business over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but instead is tested at the reporting unit level for impairment annually in November, or more frequently if certain circumstances indicate a possible impairment may exist.

Other Intangible Assets

Other intangible assets consisted of the following at March 31, 2023:

(In thousands)	Gross Cost		Accumulated Amortization		Net Balance		Estimated Useful Life in Years
Customer relationships	$	521,288	$	173,070	$	348,218	6	to	20
Patents	121,674		65,254		56,420		3	to	20
Trade names (finite life)	98,206		22,705		75,501		3	to	20
Trade names (indefinite life)	7,600		—		7,600		Indefinite
Non-compete agreements	11,484		8,164		3,320		3	to	6
Other	609		253		356		2	to	12
Other intangible assets	$	760,861	$	269,446	$	491,415

Other intangible assets consisted of the following at December 31, 2022:

(In thousands)	Gross Cost		Accumulated Amortization		Net Balance		Estimated Useful Life in Years
Customer relationships	$	520,273	$	163,562	$	356,711	6	to	20
Patents	121,167		62,841		58,326		3	to	20
Trade names (finite life)	97,810		21,380		76,430		3	to	20
Trade names (indefinite life)	7,600		—		7,600		Indefinite
Non-compete agreements	11,584		7,698		3,886		3	to	6
Other	609		242		367		2	to	12
Other intangible assets	$	759,043	$	255,723	$	503,320

Acquisitions, Goodwill And Other Intangible Assets

ACQUISITIONS, GOODWILL AND OTHER INTANGIBLE ASSETS

Acquisitions Completed During the Three Months Ended March 31, 2023

During the three months ended March 31, 2023, the Company completed an acquisition for $6.3 million of cash purchase consideration, plus holdback payments of $0.5 million to be paid over the two years following the acquisition. The purchase price allocation resulted in $4.2 million of goodwill (tax deductible). As this acquisition is not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented.

Acquisitions with Measurement Period Adjustments During the Three Months Ended March 31, 2023

Way

In November 2022, the Company acquired substantially all of the business assets of Way Interglobal Network LLC ("Way"), a distributor of innovative appliances and electronics to OEMs in the RV industry. The purchase price was $54.8 million, which includes a holdback payment of $2.0 million due on the first anniversary of the acquisition in November 2023. The results of the acquired business have been included in the Condensed Consolidated Statements of Income since the acquisition date, primarily in the Company's OEM Segment. As the operations of this acquisition are not considered to have a material impact on the Company's financial statements, pro forma results of operations and other disclosures are not presented.

During the three months ended March 31, 2023, the Company adjusted the preliminary purchase price allocation reported in the Company's December 31, 2022 Annual Report on Form 10-K to account for updates to net working capital balances. These measurement period adjustments would not have resulted in a material impact on the prior period results if the adjustments had been recognized as of the acquisition date. The purchase price allocation is subject to further adjustment for net working capital and the fair value of intangible assets as additional information is obtained within the measurement period (not to exceed 12 months from the acquisition date).

Goodwill

Changes in the carrying amount of goodwill by reportable segment were as follows:

(In thousands)	OEM Segment		Aftermarket Segment		Total
Net balance – December 31, 2022	$	399,736	$	167,327	$	567,063
Acquisitions – 2023	3,345		836		4,181
Measurement period adjustments	(7,125)		(289)		(7,414)
Foreign currency translation	1,941		407		2,348
Net balance – March 31, 2023	$	397,897	$	168,281	$	566,178

Goodwill represents the excess of the total consideration given in an acquisition of a business over the fair value of the net tangible and identifiable intangible assets acquired. Goodwill is not amortized, but instead is tested at the reporting unit level for impairment annually in November, or more frequently if certain circumstances indicate a possible impairment may exist.

Other Intangible Assets

Other intangible assets consisted of the following at March 31, 2023:

(In thousands)	Gross Cost		Accumulated Amortization		Net Balance		Estimated Useful Life in Years
Customer relationships	$	521,288	$	173,070	$	348,218	6	to	20
Patents	121,674		65,254		56,420		3	to	20
Trade names (finite life)	98,206		22,705		75,501		3	to	20
Trade names (indefinite life)	7,600		—		7,600		Indefinite
Non-compete agreements	11,484		8,164		3,320		3	to	6
Other	609		253		356		2	to	12
Other intangible assets	$	760,861	$	269,446	$	491,415

Other intangible assets consisted of the following at December 31, 2022:

(In thousands)	Gross Cost		Accumulated Amortization		Net Balance		Estimated Useful Life in Years
Customer relationships	$	520,273	$	163,562	$	356,711	6	to	20
Patents	121,167		62,841		58,326		3	to	20
Trade names (finite life)	97,810		21,380		76,430		3	to	20
Trade names (indefinite life)	7,600		—		7,600		Indefinite
Non-compete agreements	11,584		7,698		3,886		3	to	6
Other	609		242		367		2	to	12
Other intangible assets	$	759,043	$	255,723	$	503,320

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Inventories

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Inventories

INVENTORIES

Inventories are stated at the lower of cost (first-in, first-out (FIFO) method) or net realizable value. Cost includes material, labor, and overhead. Inventories consisted of the following at:

	March 31,		December 31,
(In thousands)	2023		2022
Raw materials	$	529,497	$	600,601
Work in process	46,951		44,850
Finished goods	332,937		384,254
Inventories, net	$	909,385	$	1,029,705

At March 31, 2023 and December 31, 2022, the Company had recorded inventory obsolescence reserves of $55.8 million and $55.9 million, respectively.

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Fixed Assets

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Fixed Assets

FIXED ASSETS

Fixed assets consisted of the following at:

	March 31,		December 31,
(In thousands)	2023		2022
Fixed assets, at cost	$	959,897	$	945,255
Less accumulated depreciation and amortization	478,993		463,070
Fixed assets, net	$	480,904	$	482,185

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Accrued Expenses And Other Current Liabilities

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Accrued Expenses And Other Current Liabilities

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consisted of the following at:

	March 31,		December 31,
(In thousands)	2023		2022
Employee compensation and benefits	$	57,148	$	77,804
Deferred acquisition payments and contingent consideration*	34,086		34,013
Current portion of accrued warranty	40,358		35,148
Other	73,590		72,273
Accrued expenses and other current liabilities	$	205,182	$	219,238

* Includes current portion of contingent consideration (Note 10) and deferred acquisition payments (Note 4).

Estimated costs related to product warranties are accrued at the time products are sold. In estimating its future warranty obligations, the Company considers various factors, including the Company's historical warranty costs, warranty claim lag, and sales. The following table provides a reconciliation of the activity related to the Company's accrued warranty, including both the current and long-term portions, for the three months ended March 31:

(In thousands)	2023		2022
Balance at beginning of period	$	54,528	$	52,114
Provision for warranty expense	20,827		15,441
Warranty costs paid	(15,227)		(8,770)
Balance at end of period	60,128		58,785
Less long-term portion	(19,770)		(20,530)
Current portion of accrued warranty at end of period	$	40,358	$	38,255

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Long-Term Indebtedness

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Long-Term Indebtedness

LONG-TERM INDEBTEDNESS

Long-term debt consisted of the following:

	March 31,		December 31,
(In thousands)	2023		2022
Convertible Notes	$	460,000	$	460,000
Term Loan	370,000		375,000
Revolving Credit Loan	255,569		289,067
Other	3,838		3,959
Unamortized deferred financing fees	(8,332)		(9,052)
	1,081,075		1,118,974
Less current portion	(25,450)		(23,086)
Long-term indebtedness	$	1,055,625	$	1,095,888

Credit Agreement

The Company and certain of its subsidiaries are party to a credit agreement dated December 14, 2018 with JPMorgan Chase, N.A., as a lender and administrative agent, and other bank lenders (as amended, the "Credit Agreement"). The Credit Agreement provides for a $600.0 million revolving credit facility (of which $50.0 million is available for the issuance of letters of credit (the "LC Facility") and up to $400.0 million is available in approved foreign currencies). The Credit Agreement also provides for term loans (the "Term Loan") to the Company in an aggregate principal amount of $400.0 million. The maturity date of the Credit Agreement is December 7, 2026. The Term Loan is required to be repaid in an amount equal to 1.25 percent of the original principal amount of the Term Loan for the first eight quarterly periods commencing with the quarter ended December 31, 2021, 1.875 percent of the original principal amount of the Term Loan for the next eight quarterly periods, and then 2.50 percent of the original principal amount of the Term Loan of each additional payment until the maturity date. The Credit Agreement also permits the Company to request an increase to the revolving and/or term loan facility by up to an additional $400.0 million in the aggregate upon the approval of the lenders providing any such increase and the satisfaction of certain other conditions.

Borrowings under the Credit Agreement in U.S. dollars are designated from time to time by the Company as (i) base rate loans which bear interest at a base rate plus additional interest ranging from 0.0 percent to 0.625 percent (0.125 percent was applicable at March 31, 2023) depending on the Company’s total net leverage ratio or (ii) term benchmark loans which bear interest at LIBOR (or a relevant benchmark replacement rate) for an interest period selected by the Company plus additional interest ranging from 0.875 percent to 1.625 percent (1.125 percent was applicable at March 31, 2023) depending on the Company’s total net leverage ratio. Foreign currency borrowings, other than Pounds Sterling, have the same additional interest margins applicable to term benchmark loans based on the Company's total net leverage ratio. At March 31, 2023, the Company had $4.6 million in issued, but undrawn, standby letters of credit under the LC Facility. Availability under the Company’s revolving credit facility, giving effect to certain limitations related to compliance with the maximum net leverage ratio covenant, was $318.2 million at March 31, 2023. A commitment fee ranging from 0.150 percent to 0.225 percent (0.175 percent was applicable at March 31, 2023) depending on the Company's total net leverage ratio accrues on the actual daily amount that the revolving commitment exceeds the revolving credit exposure.

Shelf-Loan Facility

The Company and certain of its subsidiaries had a $150.0 million shelf-loan facility (the "Shelf-Loan Facility") with PGIM, Inc. (formerly Prudential Investment Management, Inc.) and its affiliates ("Prudential"). On March 29, 2019, the Company issued $50.0 million of Series B Senior Notes (the "Series B Notes") to certain affiliates of Prudential for a term of three years, at a fixed interest rate of 3.80 percent per annum, payable quarterly in arrears. The Series B Notes were paid in full in March 2022, and the Shelf-Loan Facility expired on November 11, 2022.

Convertible Notes

On May 13, 2021, the Company issued $460.0 million in aggregate principal amount of 1.125 percent Convertible Notes due 2026 in a private placement to certain qualified institutional buyers, resulting in net proceeds to the Company of approximately $447.8 million after deducting the initial purchasers' discounts and offering expenses payable by the Company. The Convertible Notes bear interest at a coupon rate of 1.125 percent per annum, payable semiannually in arrears on May 15 and November 15 of each year, beginning on November 15, 2021. The Convertible Notes will mature on May 15, 2026, unless earlier converted, redeemed, or repurchased, in accordance with their terms.

As of March 31, 2023, the conversion rate of the Convertible Notes was 6.1297 shares of the Company's common stock per $1,000 principal amount of the Convertible Notes. The conversion rate of the Convertible Notes is subject to further adjustment upon the occurrence of certain specified events. In addition, upon the occurrence of a make-whole fundamental change (as defined in the Indenture) or upon a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its Convertible Notes in connection with such make-whole fundamental change or notice of redemption, as the case may be.

Prior to the close of business on the business day immediately preceding January 15, 2026, the Convertible Notes are convertible at the option of the holders only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (and only during such calendar quarter), if the last reported sale price (as defined in the Indenture) per share of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding

calendar quarter is greater than or equal to 130 percent of the conversion price for the Convertible Notes on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the "measurement period") in which the trading price (as defined in the Indenture) per $1,000 principal amount of the Convertible Notes for each trading day of the measurement period was less than 98 percent of the product of the last reported sale price of the Company's common stock and the conversion rate on each such trading day; (3) if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, but only with respect to the Convertible Notes called (or deemed called) for redemption; or (4) upon the occurrence of certain specified corporate events described in the Indenture. On or after January 15, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Convertible Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of the Company's common stock, or a combination of cash and shares of the Company's common stock, at the Company's election, in respect of the remainder, if any, of the Company's conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted.

The Company may not redeem the Convertible Notes prior to May 20, 2024. On or after May 20, 2024, the Company may redeem for cash all or any portion of the Convertible Notes, at the Company's option, if the last reported sale price of the Company's common stock has been at least 130 percent of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 percent of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Upon the occurrence of a fundamental change (as defined in the Indenture), subject to certain conditions, holders of the Convertible Notes may require the Company to repurchase for cash all or any portion of their Convertible Notes in principal amounts of $1,000 or an integral multiple thereof at a repurchase price equal to 100 percent of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest on such Convertible Notes to, but not including, the fundamental change repurchase date (as defined in the Indenture).

The Convertible Notes are senior unsecured obligations and rank senior in right of payment to all of the Company's indebtedness that is expressly subordinated in right of payment to the Convertible Notes, equal in right of payment with all the Company's liabilities that are not so subordinated, effectively junior to any of the Company's secured indebtedness to the extent of the value of the assets securing such indebtedness, and structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries. The Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the named trustee or the holders of at least 25 percent of the aggregate principal amount of the outstanding Convertible Notes may declare 100 percent of the principal of, and accrued and unpaid interest, if any, on all the outstanding Convertible Notes to be due and payable.

The Convertible Notes are not registered securities nor listed on any securities exchange but may be actively traded by qualified institutional buyers. The fair value of the Convertible Notes of $414.0 million at March 31, 2023 was estimated using Level 1 inputs, as it is based on quoted prices for these instruments in active markets.

General

At March 31, 2023, the fair value of the Company's long-term debt under the Credit Agreement approximates the carrying value, as estimated using quoted market prices and discounted future cash flows based on similar borrowing arrangements.

Pursuant to the Credit Agreement, the Company shall not permit its net leverage ratio to exceed certain limits, shall maintain a minimum debt service coverage ratio, and must meet certain other financial requirements. At March 31, 2023, the Company was in compliance with all such requirements.

The Credit Agreement includes a maximum net leverage ratio covenant which limits the amount of consolidated outstanding indebtedness that the Company may incur on a trailing twelve-month EBITDA. This limitation reduced the Company's remaining availability under its revolving credit facility at March 31, 2023. The Company believes the availability of $318.2 million under the revolving credit facility under the Credit Agreement, along with its cash flows from operations, are adequate to finance the Company's anticipated cash requirements for the next twelve months.

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Leases

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Leases

LEASES

The Company leases certain manufacturing and warehouse facilities, administrative office space, semi-tractors, trailers, forklifts, and other equipment through operating leases with unrelated third parties. The increase in lease expense for the three months ended March 31, 2023 compared to the three months ended March 31, 2022 was primarily driven by capacity expansions and leases assumed in acquisitions. The components of lease expense were as follows:

	Three Months Ended March 31,
(In thousands)	2023		2022
Operating lease expense	$	15,244	$	12,912
Short-term lease expense	1,480		1,840
Variable lease expense	1,000		713
Total lease expense	$	17,724	$	15,465

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Commitments And Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

COMMITMENTS AND CONTINGENCIES

Holdback Payments and Contingent Consideration

From time to time, the Company finances a portion of its business combinations with deferred acquisition payments ("holdback payments") and/or contingent earnout provisions. Holdback payments are accrued at their discounted present value. As required, the liability for contingent consideration is measured at fair value quarterly, considering actual sales of the acquired products, updated sales projections, and the updated market participant weighted average cost of capital. Depending upon the weighted average costs of capital and future sales of the products which are subject to contingent consideration, the Company could record adjustments in future periods. See Note 4 - Acquisitions, Goodwill and Other Intangible Assets for information on certain holdback payments. Contingent consideration balances were not material at March 31, 2023.

Product Recalls

From time to time, the Company cooperates with and assists its customers on their product recalls and inquiries, and occasionally receives inquiries directly from the National Highway Traffic Safety Administration regarding reported incidents involving the Company’s products. As a result, the Company has incurred expenses associated with product recalls from time to time and may incur expenditures for future investigations or product recalls.

Environmental

The Company's operations are subject to certain Federal, state, and local regulatory requirements relating to the use, storage, discharge, and disposal of hazardous materials used during the manufacturing processes. Although the Company believes its operations have been consistent with prevailing industry standards and are in substantial compliance with applicable environmental laws and regulations, one or more of the Company’s current or former operating sites, or adjacent sites owned by third-parties, have been affected, and may in the future be affected, by releases of hazardous materials. As a result, the Company may incur expenditures for future investigation and remediation of these sites, including in conjunction with voluntary remediation programs or third-party claims.

Litigation

In the normal course of business, the Company is subject to proceedings, lawsuits, regulatory agency inquiries, and other claims. All such matters are subject to uncertainties and outcomes that are not predictable with assurance. While these matters could materially affect operating results when resolved in future periods, management believes that, after final disposition, including anticipated insurance recoveries in certain cases, any monetary liability or financial impact to the Company beyond that provided in the Condensed Consolidated Balance Sheet as of March 31, 2023, would not be material to the Company's financial position or results of operations.

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Stockholders' Equity

3 Months Ended

Mar. 31, 2023

Stockholders' Equity Note [Abstract]

Stockholders' Equity

STOCKHOLDERS' EQUITY

The following table summarizes information about shares of the Company's common stock at:

	March 31,	December 31,
(In thousands)	2023	2022
Common stock authorized	75,000	75,000
Common stock issued	28,639	28,519
Treasury stock	3,341	3,341
Common stock outstanding	25,298	25,178

The table below summarizes the regular quarterly dividends declared and paid during the periods ended March 31, 2023 and December 31, 2022:

(In thousands, except per share data)	Per Share		Record Date	Payment Date	Total Paid
First Quarter 2022	$	0.90	03/11/22	03/25/22	$	22,870
Second Quarter 2022	1.05		06/03/22	06/17/22	26,702
Third Quarter 2022	1.05		09/02/22	09/16/22	26,701
Fourth Quarter 2022	1.05		12/02/22	12/16/22	26,453
Total 2022	$	4.05			$	102,726
First Quarter 2023	$	1.05	03/10/23	03/24/23	$	26,563

Deferred and Restricted Stock Units

The LCI Industries 2018 Omnibus Incentive Plan (the "2018 Plan") provides for the grant or issuance of stock units, including those that have deferral periods, such as deferred stock units ("DSUs"), and those with time-based vesting provisions, such as restricted stock units ("RSUs"), to directors, employees, and other eligible persons. Recipients of DSUs and RSUs are entitled to receive shares at the end of a specified vesting or deferral period. Holders of DSUs and RSUs receive dividend equivalents based on dividends granted to holders of the common stock, which dividend equivalents are payable in additional DSUs and RSUs, and are subject to the same vesting criteria as the original grant. DSUs vest (i) ratably over the service period, (ii) at a specified future date, or (iii) for certain officers, based on achievement of specified performance conditions. RSUs vest (i) ratably over the service period or (ii) at a specified future date. In addition, DSUs are issued in lieu of certain cash compensation. Transactions in DSUs and RSUs under the 2018 Plan are summarized as follows:

	Number of Shares	Weighted Average Price
Outstanding at December 31, 2022	277,774	$	120.92
Issued	881	109.87
Granted	146,821	114.26
Dividend equivalents	3,080	104.48
Forfeited	(10,888)	121.85
Vested	(106,546)	112.79
Outstanding at March 31, 2023	311,122	$	118.06

Performance Stock Units

The 2018 Plan provides for performance stock units ("PSUs") that vest at a specific future date based on achievement of specified performance conditions. Transactions in PSUs under the 2018 Plan are summarized as follows:

	Number of Shares	Weighted Average Price
Outstanding at December 31, 2022	162,381	$	120.12
Granted	129,821	108.13
Dividend equivalents	1,996	104.48
Forfeited	(3,245)	96.55
Vested	(90,332)	96.55
Outstanding at March 31, 2023	200,621	$	123.39

Stock Repurchase Program

On May 19, 2022, the Company's Board of Directors authorized a stock repurchase program granting the Company authority to repurchase up to $200.0 million of the Company's common stock over a three-year period, ending on May 19, 2025. The timing of stock repurchases and the number of shares will depend upon the market conditions and other factors. Share repurchases, if any, will be made in the open market and in privately negotiated transactions in accordance with applicable securities laws. The stock repurchase program may be modified, suspended, or terminated at any time by the Board of Directors. In 2022, the Company purchased 253,490 shares at a weighted average price of $94.89 per share, totaling $24.1 million. No purchases were made during the three months ended March 31, 2023.

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Segment Reporting

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Segment Reporting

SEGMENT REPORTING

The Company has two reportable segments, the OEM Segment and the Aftermarket Segment. Intersegment sales are insignificant.

The OEM Segment, which accounted for 78 percent and 85 percent of consolidated net sales for the three months ended March 31, 2023 and 2022, respectively, manufactures and distributes a broad array of engineered components for the leading OEMs in the recreation and transportation product markets, consisting primarily of RVs and adjacent industries, including boats; buses; trailers used to haul boats, livestock, equipment, and other cargo; trucks; trains; manufactured homes; and modular housing. Approximately 44 percent of the Company's OEM Segment net sales for the three months ended March 31, 2023 were of components for travel trailer and fifth-wheel RVs.

The Aftermarket Segment, which accounted for 22 percent and 15 percent of consolidated net sales for the three months ended March 31, 2023 and 2022, respectively, supplies engineered components to the related aftermarket channels of the recreation and transportation product markets, primarily to retail dealers, wholesale distributors, and service centers, as well as direct to retail customers via the Internet. The Aftermarket Segment also includes biminis, covers, buoys, fenders to the marine industry, towing products, truck accessories, appliances, air conditioners, televisions, sound systems, tankless water heaters, and the sale of replacement glass and awnings to fulfill insurance claims.

Decisions concerning the allocation of the Company's resources are made by the Company's chief operating decision maker ("CODM"), with oversight by the Board of Directors. The CODM evaluates the performance of each segment based upon segment operating profit or loss, generally defined as income or loss before interest and income taxes. Decisions concerning the allocation of resources are also based on each segment's utilization of assets. Management of debt is a corporate function. The accounting policies of the OEM and Aftermarket Segments are the same as those described in Note 2 of the Notes to Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2022.

The following tables present the Company's revenues disaggregated by segment and geography based on the billing address of the Company's customers:

	Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
(In thousands)	U.S. (a)		Int’l (b)		Total		U.S. (a)		Int’l (b)		Total
OEM Segment:
RV OEMs:
Travel trailers and fifth-wheels	$	314,982	$	15,571	$	330,553	$	937,635	$	15,591	$	953,226
Motorhomes	44,004		25,547		69,551		60,146		27,108		87,254
Adjacent Industries OEMs	309,466		48,603		358,069		311,648		44,454		356,102
Total OEM Segment net sales	668,452		89,721		758,173		1,309,429		87,153		1,396,582
Aftermarket Segment:
Total Aftermarket Segment net sales	200,486		14,651		215,137		230,167		17,819		247,986
Total net sales	$	868,938	$	104,372	$	973,310	$	1,539,596	$	104,972	$	1,644,568

(a) Net sales to customers in the United States of America

(b) Net sales to customers in countries domiciled outside of the United States of America

The following table presents the Company's operating (loss) profit by segment:

	Three Months Ended  March 31,
(In thousands)	2023		2022
Operating (loss) profit:
OEM Segment	$	(721)	$	245,374
Aftermarket Segment	20,764		24,327
Total operating profit	$	20,043	$	269,701

The following table presents the Company's revenue disaggregated by product:

	Three Months Ended  March 31,
(In thousands)	2023		2022
OEM Segment:
Chassis, chassis parts, and slide-out mechanisms	$	198,056	$	559,720
Windows and doors	218,611		330,358
Furniture and mattresses	140,563		242,226
Axles and suspension solutions	75,749		97,045
Other	125,194		167,233
Total OEM Segment net sales	758,173		1,396,582
Total Aftermarket Segment net sales	215,137		247,986
Total net sales	$	973,310	$	1,644,568

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, net sales and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including, but not limited to, those related to product returns, sales and purchase rebates, accounts receivable, inventories, goodwill and other intangible assets, net assets of acquired businesses, income taxes, warranty and product recall obligations, self-insurance obligations, operating lease right-of-use assets and obligations, asset retirement obligations, long-lived assets, pension and post-retirement benefits, stock-based compensation, segment allocations, contingent consideration, environmental liabilities, contingencies, and litigation. The Company bases its estimates on historical experience, other available information, and various other assumptions believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other resources. Actual results and events could differ significantly from management estimates.

Recently adopted accounting pronouncement

There are no recent accounting pronouncements that have been issued and not yet adopted that are expected to have a material impact on our Condensed Consolidated Financial Statements.

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Computation of Earnings per Share

The following reconciliation details the denominator used in the computation of basic and diluted earnings per share for the periods indicated:

	Three Months Ended  March 31,
(In thousands)	2023	2022
Weighted average shares outstanding for basic earnings per share	25,228	25,329
Common stock equivalents pertaining to stock-based awards	65	132
Weighted average shares outstanding for diluted earnings per share	25,293	25,461
Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive	160	111

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Acquisitions, Goodwill And Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2023

Acquisitions, Goodwill And Other Intangible Assets [Abstract]

Schedule of Goodwill

Changes in the carrying amount of goodwill by reportable segment were as follows:

(In thousands)	OEM Segment		Aftermarket Segment		Total
Net balance – December 31, 2022	$	399,736	$	167,327	$	567,063
Acquisitions – 2023	3,345		836		4,181
Measurement period adjustments	(7,125)		(289)		(7,414)
Foreign currency translation	1,941		407		2,348
Net balance – March 31, 2023	$	397,897	$	168,281	$	566,178

Schedule of Other Intangible Assets

Other intangible assets consisted of the following at March 31, 2023:

(In thousands)	Gross Cost		Accumulated Amortization		Net Balance		Estimated Useful Life in Years
Customer relationships	$	521,288	$	173,070	$	348,218	6	to	20
Patents	121,674		65,254		56,420		3	to	20
Trade names (finite life)	98,206		22,705		75,501		3	to	20
Trade names (indefinite life)	7,600		—		7,600		Indefinite
Non-compete agreements	11,484		8,164		3,320		3	to	6
Other	609		253		356		2	to	12
Other intangible assets	$	760,861	$	269,446	$	491,415

Other intangible assets consisted of the following at December 31, 2022:

(In thousands)	Gross Cost		Accumulated Amortization		Net Balance		Estimated Useful Life in Years
Customer relationships	$	520,273	$	163,562	$	356,711	6	to	20
Patents	121,167		62,841		58,326		3	to	20
Trade names (finite life)	97,810		21,380		76,430		3	to	20
Trade names (indefinite life)	7,600		—		7,600		Indefinite
Non-compete agreements	11,584		7,698		3,886		3	to	6
Other	609		242		367		2	to	12
Other intangible assets	$	759,043	$	255,723	$	503,320

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Inventories (Tables)

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Schedule Of Inventories

Inventories are stated at the lower of cost (first-in, first-out (FIFO) method) or net realizable value. Cost includes material, labor, and overhead. Inventories consisted of the following at:

	March 31,		December 31,
(In thousands)	2023		2022
Raw materials	$	529,497	$	600,601
Work in process	46,951		44,850
Finished goods	332,937		384,254
Inventories, net	$	909,385	$	1,029,705

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Fixed Assets (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Schedule Of Fixed Assets

Fixed assets consisted of the following at:

	March 31,		December 31,
(In thousands)	2023		2022
Fixed assets, at cost	$	959,897	$	945,255
Less accumulated depreciation and amortization	478,993		463,070
Fixed assets, net	$	480,904	$	482,185

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Accrued Expenses And Other Current Liabilities (Tables)

3 Months Ended

Mar. 31, 2023

Payables and Accruals [Abstract]

Schedule Of Accrued Expenses And Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following at:

	March 31,		December 31,
(In thousands)	2023		2022
Employee compensation and benefits	$	57,148	$	77,804
Deferred acquisition payments and contingent consideration*	34,086		34,013
Current portion of accrued warranty	40,358		35,148
Other	73,590		72,273
Accrued expenses and other current liabilities	$	205,182	$	219,238

* Includes current portion of contingent consideration (Note 10) and deferred acquisition payments (Note 4).

Schedule Of Reconciliation Of The Activity Related To Accrued Warranty

The following table provides a reconciliation of the activity related to the Company's accrued warranty, including both the current and long-term portions, for the three months ended March 31:

(In thousands)	2023		2022
Balance at beginning of period	$	54,528	$	52,114
Provision for warranty expense	20,827		15,441
Warranty costs paid	(15,227)		(8,770)
Balance at end of period	60,128		58,785
Less long-term portion	(19,770)		(20,530)
Current portion of accrued warranty at end of period	$	40,358	$	38,255

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Long-Term Indebtedness (Tables)

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Abstract]

Schedule of Long-term Debt

Long-term debt consisted of the following:

	March 31,		December 31,
(In thousands)	2023		2022
Convertible Notes	$	460,000	$	460,000
Term Loan	370,000		375,000
Revolving Credit Loan	255,569		289,067
Other	3,838		3,959
Unamortized deferred financing fees	(8,332)		(9,052)
	1,081,075		1,118,974
Less current portion	(25,450)		(23,086)
Long-term indebtedness	$	1,055,625	$	1,095,888

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Leases (Tables)

3 Months Ended

Mar. 31, 2023

Leases [Abstract]

Components of Lease Cost

The components of lease expense were as follows:

	Three Months Ended March 31,
(In thousands)	2023		2022
Operating lease expense	$	15,244	$	12,912
Short-term lease expense	1,480		1,840
Variable lease expense	1,000		713
Total lease expense	$	17,724	$	15,465

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Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2023

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Summary Of Common Stock Information

The following table summarizes information about shares of the Company's common stock at:

	March 31,	December 31,
(In thousands)	2023	2022
Common stock authorized	75,000	75,000
Common stock issued	28,639	28,519
Treasury stock	3,341	3,341
Common stock outstanding	25,298	25,178

Schedule of Dividends Declared

The table below summarizes the regular quarterly dividends declared and paid during the periods ended March 31, 2023 and December 31, 2022:

(In thousands, except per share data)	Per Share		Record Date	Payment Date	Total Paid
First Quarter 2022	$	0.90	03/11/22	03/25/22	$	22,870
Second Quarter 2022	1.05		06/03/22	06/17/22	26,702
Third Quarter 2022	1.05		09/02/22	09/16/22	26,701
Fourth Quarter 2022	1.05		12/02/22	12/16/22	26,453
Total 2022	$	4.05			$	102,726
First Quarter 2023	$	1.05	03/10/23	03/24/23	$	26,563

Deferred And Restricted Stock Units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock Awards and Units Activity

Transactions in DSUs and RSUs under the 2018 Plan are summarized as follows:

	Number of Shares	Weighted Average Price
Outstanding at December 31, 2022	277,774	$	120.92
Issued	881	109.87
Granted	146,821	114.26
Dividend equivalents	3,080	104.48
Forfeited	(10,888)	121.85
Vested	(106,546)	112.79
Outstanding at March 31, 2023	311,122	$	118.06

Stock Awards and Performance Stock Units

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock Awards and Units Activity

Transactions in PSUs under the 2018 Plan are summarized as follows:

	Number of Shares	Weighted Average Price
Outstanding at December 31, 2022	162,381	$	120.12
Granted	129,821	108.13
Dividend equivalents	1,996	104.48
Forfeited	(3,245)	96.55
Vested	(90,332)	96.55
Outstanding at March 31, 2023	200,621	$	123.39

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Disaggregation of Revenue

The following tables present the Company's revenues disaggregated by segment and geography based on the billing address of the Company's customers:

	Three Months Ended March 31, 2023						Three Months Ended March 31, 2022
(In thousands)	U.S. (a)		Int’l (b)		Total		U.S. (a)		Int’l (b)		Total
OEM Segment:
RV OEMs:
Travel trailers and fifth-wheels	$	314,982	$	15,571	$	330,553	$	937,635	$	15,591	$	953,226
Motorhomes	44,004		25,547		69,551		60,146		27,108		87,254
Adjacent Industries OEMs	309,466		48,603		358,069		311,648		44,454		356,102
Total OEM Segment net sales	668,452		89,721		758,173		1,309,429		87,153		1,396,582
Aftermarket Segment:
Total Aftermarket Segment net sales	200,486		14,651		215,137		230,167		17,819		247,986
Total net sales	$	868,938	$	104,372	$	973,310	$	1,539,596	$	104,972	$	1,644,568

(a) Net sales to customers in the United States of America

(b) Net sales to customers in countries domiciled outside of the United States of America

Schedule Of Information Relating To Segments

The following table presents the Company's operating (loss) profit by segment:

	Three Months Ended  March 31,
(In thousands)	2023		2022
Operating (loss) profit:
OEM Segment	$	(721)	$	245,374
Aftermarket Segment	20,764		24,327
Total operating profit	$	20,043	$	269,701

Revenue Disaggregated by Product

The following table presents the Company's revenue disaggregated by product:

	Three Months Ended  March 31,
(In thousands)	2023		2022
OEM Segment:
Chassis, chassis parts, and slide-out mechanisms	$	198,056	$	559,720
Windows and doors	218,611		330,358
Furniture and mattresses	140,563		242,226
Axles and suspension solutions	75,749		97,045
Other	125,194		167,233
Total OEM Segment net sales	758,173		1,396,582
Total Aftermarket Segment net sales	215,137		247,986
Total net sales	$	973,310	$	1,644,568

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Basis of Presentation (Details)	Mar. 31, 2023
Manufacturing Facility
Property, Plant and Equipment
Manufacturing Facilities	120

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Earnings Per Share - Schedule of Computation of Earnings per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings Per Share [Abstract]
Weighted average shares outstanding for basic earnings per share	25,228	25,329
Common stock equivalents pertaining to stock options and deferred stock units (in shares)	65	132
Weighted average shares outstanding for diluted earnings per share	25,293	25,461
Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive (in shares)	160	111

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Earnings Per Share - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	1 Months Ended	3 Months Ended
	May 31, 2021	Mar. 31, 2023	Mar. 31, 2022	May 13, 2021
Debt Instrument [Line Items]
Number of shares called by warrant				2,800
Warrant, strike price (in dollars per share)				$ 259.84
Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive (in shares)		160	111
Purchases of convertible note hedge contracts	$ 100.1
Warrants
Debt Instrument [Line Items]
Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive (in shares)		2,800
Convertible Debt Securities
Debt Instrument [Line Items]
Equity instruments excluded from diluted net earnings per share calculation as the effect would have been antidilutive (in shares)		2,800
Convertible Notes
Debt Instrument [Line Items]
Stated interest rate				1.125%
Conversion price		$ 165.65

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Acquisitions, Goodwill And Other Intangible Assets (Narrative) (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Nov. 30, 2022	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Cash consideration, net of cash acquired		$ 6,250	$ 50,089
Goodwill		566,178		$ 567,063
Acquisitions Completed During The Three Months Ended March 31, 2023
Business Acquisition [Line Items]
Cash consideration, net of cash acquired		6,300
Consideration, holdback payment liability		500
Goodwill		$ 4,200
Way Interglobal Network LLC
Business Acquisition [Line Items]
Cash consideration, net of cash acquired	$ 54,800
Consideration, holdback payment liability	$ 2,000

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Acquisitions, Goodwill And Other Intangible Assets (Schedule Of Goodwill By Reportable Segment) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Segment Reporting Information
Net balance – beginning of period	$ 567,063
Acquisitions	4,181
Measurement period adjustments	(7,414)
Foreign currency translation	2,348
Net balance – end of period	566,178
OEM Segment
Segment Reporting Information
Net balance – beginning of period	399,736
Acquisitions	3,345
Measurement period adjustments	(7,125)
Foreign currency translation	1,941
Net balance – end of period	397,897
Aftermarket Segment
Segment Reporting Information
Net balance – beginning of period	167,327
Acquisitions	836
Measurement period adjustments	(289)
Foreign currency translation	407
Net balance – end of period	$ 168,281

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Acquisitions, Goodwill And Other Intangible Assets (Schedule Of Other Intangible Assets) (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Acquired Intangible Assets
Accumulated Amortization	$ 269,446	$ 255,723
Intangible Assets, Gross (Excluding Goodwill)	760,861	759,043
Intangible Assets, Net (Excluding Goodwill)	491,415	503,320
Tradenames
Acquired Intangible Assets
Indefinite-Lived Intangible Assets	7,600	7,600
Customer Relationships
Acquired Intangible Assets
Finite-Lived Intangible Assets, Gross	521,288	520,273
Accumulated Amortization	173,070	163,562
Net Balance	$ 348,218	$ 356,711
Customer Relationships | Minimum
Acquired Intangible Assets
Estimated Useful Life in Years	6 years	6 years
Customer Relationships | Maximum
Acquired Intangible Assets
Estimated Useful Life in Years	20 years	20 years
Patents
Acquired Intangible Assets
Finite-Lived Intangible Assets, Gross	$ 121,674	$ 121,167
Accumulated Amortization	65,254	62,841
Net Balance	$ 56,420	$ 58,326
Patents | Minimum
Acquired Intangible Assets
Estimated Useful Life in Years	3 years	3 years
Patents | Maximum
Acquired Intangible Assets
Estimated Useful Life in Years	20 years	20 years
Tradenames
Acquired Intangible Assets
Finite-Lived Intangible Assets, Gross	$ 98,206	$ 97,810
Accumulated Amortization	22,705	21,380
Net Balance	$ 75,501	$ 76,430
Tradenames | Minimum
Acquired Intangible Assets
Estimated Useful Life in Years	3 years	3 years
Tradenames | Maximum
Acquired Intangible Assets
Estimated Useful Life in Years	20 years	20 years
Non-compete Agreements
Acquired Intangible Assets
Finite-Lived Intangible Assets, Gross	$ 11,484	$ 11,584
Accumulated Amortization	8,164	7,698
Net Balance	$ 3,320	$ 3,886
Non-compete Agreements | Minimum
Acquired Intangible Assets
Estimated Useful Life in Years	3 years	3 years
Non-compete Agreements | Maximum
Acquired Intangible Assets
Estimated Useful Life in Years	6 years	6 years
Other
Acquired Intangible Assets
Finite-Lived Intangible Assets, Gross	$ 609	$ 609
Accumulated Amortization	253	242
Net Balance	$ 356	$ 367
Other | Minimum
Acquired Intangible Assets
Estimated Useful Life in Years	2 years	2 years
Other | Maximum
Acquired Intangible Assets
Estimated Useful Life in Years	12 years	12 years

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Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 529,497	$ 600,601
Work in process	46,951	44,850
Finished goods	332,937	384,254
Inventories, net	909,385	1,029,705
Inventory obsolescence reserves	$ 55,800	$ 55,900

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Fixed Assets (Schedule Of Fixed Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Fixed assets, at cost	$ 959,897	$ 945,255
Less accumulated depreciation and amortization	478,993	463,070
Fixed assets, net	$ 480,904	$ 482,185

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Accrued Expenses And Other Current Liabilities (Schedule Of Accrued Expenses And Other Current Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Payables and Accruals [Abstract]
Employee compensation and benefits	$ 57,148	$ 77,804
Deferred acquisition payments and contingent consideration	34,086	34,013
Current portion of accrued warranty	40,358	35,148	$ 38,255
Other	73,590	72,273
Accrued expenses and other current liabilities	$ 205,182	$ 219,238

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Accrued Expenses And Other Current Liabilities (Schedule Of Reconciliation Of The Activity Related To Accrued Warranty) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Movement in Standard and Extended Product Warranty Accrual, Increase (Decrease) [Roll Forward]
Balance at beginning of period	$ 54,528	$ 52,114
Provision for warranty expense	20,827	15,441
Warranty costs paid	15,227	8,770
Balance at end of period	60,128	58,785
Less long-term portion	(19,770)	(20,530)
Current portion of accrued warranty	$ 40,358	$ 38,255	$ 35,148

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Long-Term Indebtedness (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Unamortized deferred financing fees	$ (8,332)	$ (9,052)
Long-term debt	1,081,075	1,118,974
Less current portion	(25,450)	(23,086)
Long-term debt, excluding current maturities	1,055,625	1,095,888
Convertible Notes
Debt Instrument [Line Items]
Long-term debt, gross	460,000	460,000
Line of Credit
Debt Instrument [Line Items]
Long-term debt, gross	255,569	289,067
Term Loan
Debt Instrument [Line Items]
Long-term debt, gross	370,000	375,000
Other
Debt Instrument [Line Items]
Long-term debt, gross	$ 3,838	$ 3,959

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Long-Term Indebtedness (Narrative) (Details)							3 Months Ended
	Dec. 07, 2021 USD ($)	May 13, 2021 USD ($) tradingDay	Dec. 19, 2019	Mar. 29, 2019 USD ($)	Dec. 14, 2018 USD ($)	Apr. 27, 2016 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Feb. 24, 2014 USD ($)
Line of Credit Facility
Long-term indebtedness							$ 1,055,625,000	$ 1,095,888,000
Level 1
Line of Credit Facility
Convertible debt, fair value							414,000,000
Term Loan
Line of Credit Facility
Debt, face amount	$ 400,000,000
Term Loan | Period one
Line of Credit Facility
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed	1.25%
Debt term			2 years
Term Loan | Period two
Line of Credit Facility
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed	1.875%
Term Loan | Period three
Line of Credit Facility
Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed	2.50%
Convertible Notes
Line of Credit Facility
Debt, face amount		$ 460,000,000
Stated interest rate		1.125%
Proceeds from issuance of convertible notes		$ 447,800,000
Debt, conversion ratio		0.0060369
Redemption price, percentage		100.00%
Amount of principal held		25.00%
Convertible Notes | Period one
Line of Credit Facility
Threshold trading days | tradingDay		20
Threshold consecutive trading days | tradingDay		30
Threshold percentage of stock price trigger		130.00%
Convertible Notes | Period two
Line of Credit Facility
Threshold percentage of stock price trigger		98.00%
JPMorgan Chase Bank And Wells Fargo Bank | Line of Credit
Line of Credit Facility
Letter of credit							4,600,000
Remaining availability under the facilities							$ 318,200,000
Commitment fee percentage							0.175%
JPMorgan Chase Bank And Wells Fargo Bank | Line of Credit | Minimum
Line of Credit Facility
Commitment fee percentage							0.15%
JPMorgan Chase Bank And Wells Fargo Bank | Line of Credit | Maximum
Line of Credit Facility
Commitment fee percentage							0.225%
JPMorgan Chase Bank And Wells Fargo Bank | Letter of Credit
Line of Credit Facility
Maximum borrowings under line of credit						$ 50,000,000
Prudential Investment Management Inc | Line of Credit
Line of Credit Facility
Long-term indebtedness				$ 50,000,000	$ 400,000,000
Remaining availability under the facilities									$ 150,000,000
Debt term				3 years
Interest rate during period				3.80%
Prudential Investment Management Inc | Line of Credit | New Term Loan, Amendment No. 4
Line of Credit Facility
Long-term indebtedness	$ 400,000,000
JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank | Line of Credit
Line of Credit Facility
Maximum borrowings under line of credit					$ 600,000,000
Option One | JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank | Line of Credit | LIBOR
Line of Credit Facility
Debt instrument, additional margin interest rate							0.125%
Option One | JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank | Line of Credit | LIBOR | Minimum
Line of Credit Facility
Debt instrument, additional margin interest rate						0.00%
Option One | JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank | Line of Credit | LIBOR | Maximum
Line of Credit Facility
Debt instrument, additional margin interest rate					0.625%
Option Two | JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank | Line of Credit | LIBOR
Line of Credit Facility
Basis spread on variable rate							1.125%
Option Two | JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank | Line of Credit | LIBOR | Minimum
Line of Credit Facility
Basis spread on variable rate							0.875%
Option Two | JPMorgan Chase Bank, N.A., Wells Fargo Bank, N.A., Bank of America, N.A., and 1st Source Bank | Line of Credit | LIBOR | Maximum
Line of Credit Facility
Debt instrument, additional margin interest rate					1.625%

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Leases (Components of Lease Cost) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Leases [Abstract]
Operating lease expense	$ 15,244	$ 12,912
Short-term lease expense	1,480	1,840
Variable lease expense	1,000	713
Total lease expense	$ 17,724	$ 15,465

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Stockholders' Equity (Summary Of Common Stock Information) (Details) - shares shares in Thousands	Mar. 31, 2023	Dec. 31, 2022
Stockholders' Equity Note [Abstract]
Common stock authorized (in shares)	75,000	75,000
Common stock issued (in shares)	28,639	28,519
Treasury stock (in shares)	3,341	3,341
Common stock outstanding (in shares)	25,298	25,178

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Stockholders' Equity (Summary of Regular Quarterly Dividend) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended					12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Cash dividend (in usd per share)	$ 1.05	$ 1.05	$ 1.05	$ 1.05	$ 0.90	$ 4.05
Payment of dividends	$ 26,563				$ 22,870
Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Payment of dividends	$ 26,563	$ 26,453	$ 26,701	$ 26,702	$ 22,870	$ 102,726

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Stockholders' Equity (Stock Awards and Units Activity) (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Deferred And Restricted Stock Units
Number of Shares
Outstanding at beginning of period (in shares) | shares	277,774
Issued (in shares) | shares	881
Granted (in shares) | shares	146,821
Dividend equivalents (in shares) | shares	3,080
Forfeited (in shares) | shares	(10,888)
Vested (in shares) | shares	(106,546)
Outstanding at end of period (in shares) | shares	311,122
Weighted Average Price
Outstanding at beginning of period (in usd per share) | $ / shares	$ 120.92
Issued (in usd per share) | $ / shares	109.87
Granted (in usd per share) | $ / shares	114.26
Dividend equivalents (in usd per share) | $ / shares	104.48
Forfeited (in usd per share) | $ / shares	121.85
Vested (in usd per share) | $ / shares	112.79
Outstanding at end of period (in usd per share) | $ / shares	$ 118.06
Stock Awards and Performance Stock Units
Number of Shares
Outstanding at beginning of period (in shares) | shares	162,381
Granted (in shares) | shares	129,821
Dividend equivalents (in shares) | shares	1,996
Forfeited (in shares) | shares	(3,245)
Vested (in shares) | shares	(90,332)
Outstanding at end of period (in shares) | shares	200,621
Weighted Average Price
Outstanding at beginning of period (in usd per share) | $ / shares	$ 120.12
Granted (in usd per share) | $ / shares	108.13
Dividend equivalents (in usd per share) | $ / shares	104.48
Forfeited (in usd per share) | $ / shares	96.55
Vested (in usd per share) | $ / shares	96.55
Outstanding at end of period (in usd per share) | $ / shares	$ 123.39

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Stockholders' Equity (Stock Repurchase Program) (Details) - USD ($) $ / shares in Units, $ in Millions		3 Months Ended	12 Months Ended
	May 19, 2022	Mar. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of shares authorized to be repurchased	200,000,000
Stock repurchase program, period in force	3 years
Stock repurchased during period (in shares)		0	253,490
Stock repurchased (in usd per share)			$ 94.89
Stock repurchase price			$ 24.1

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Segment Reporting (Narrative) (Details) - segment	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information
Number of reportable segments	2
Product Concentration Risk | Net sales | OEM Segment
Segment Reporting Information
Concentration risk, percentage	78.00%	85.00%
Product Concentration Risk | Net sales | Travel trailers and fifth-wheels
Segment Reporting Information
Concentration risk, percentage	44.00%
Product Concentration Risk | Net sales | Aftermarket Segment
Segment Reporting Information
Concentration risk, percentage	22.00%	15.00%

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Segment Reporting (Disaggregation of Revenue) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Disaggregation of Revenue [Line Items]
Net sales	$ 973,310	$ 1,644,568
OEM Segment
Disaggregation of Revenue [Line Items]
Net sales	758,173	1,396,582
Travel trailers and fifth-wheels
Disaggregation of Revenue [Line Items]
Net sales	330,553	953,226
Motorhomes
Disaggregation of Revenue [Line Items]
Net sales	69,551	87,254
Adjacent industries OEMs
Disaggregation of Revenue [Line Items]
Net sales	358,069	356,102
Aftermarket Segment
Disaggregation of Revenue [Line Items]
Net sales	215,137	247,986
Chassis, chassis parts and slide-out mechanisms | OEM Segment
Disaggregation of Revenue [Line Items]
Net sales	198,056	559,720
Windows and doors | OEM Segment
Disaggregation of Revenue [Line Items]
Net sales	218,611	330,358
Furniture and mattresses | OEM Segment
Disaggregation of Revenue [Line Items]
Net sales	140,563	242,226
Axles and suspension solutions | OEM Segment
Disaggregation of Revenue [Line Items]
Net sales	75,749	97,045
Other | OEM Segment
Disaggregation of Revenue [Line Items]
Net sales	125,194	167,233
U.S.
Disaggregation of Revenue [Line Items]
Net sales	868,938	1,539,596
U.S. | OEM Segment
Disaggregation of Revenue [Line Items]
Net sales	668,452	1,309,429
U.S. | Travel trailers and fifth-wheels
Disaggregation of Revenue [Line Items]
Net sales	314,982	937,635
U.S. | Motorhomes
Disaggregation of Revenue [Line Items]
Net sales	44,004	60,146
U.S. | Adjacent industries OEMs
Disaggregation of Revenue [Line Items]
Net sales	309,466	311,648
U.S. | Aftermarket Segment
Disaggregation of Revenue [Line Items]
Net sales	200,486	230,167
International
Disaggregation of Revenue [Line Items]
Net sales	104,372	104,972
International | OEM Segment
Disaggregation of Revenue [Line Items]
Net sales	89,721	87,153
International | Travel trailers and fifth-wheels
Disaggregation of Revenue [Line Items]
Net sales	15,571	15,591
International | Motorhomes
Disaggregation of Revenue [Line Items]
Net sales	25,547	27,108
International | Adjacent industries OEMs
Disaggregation of Revenue [Line Items]
Net sales	48,603	44,454
International | Aftermarket Segment
Disaggregation of Revenue [Line Items]
Net sales	$ 14,651	$ 17,819

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Segment Reporting (Schedule of Operating Profit by Segment) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting Information
Operating profit	$ 20,043	$ 269,701
Operating Segments | OEM Segment
Segment Reporting Information
Operating profit	(721)	245,374
Operating Segments | Aftermarket Segment
Segment Reporting Information
Operating profit	$ 20,764	$ 24,327