UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period ended ~~April 30,~~October 31, 2023.

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

COMMISSION FILE NUMBER 001-09235

THOR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

93-0768752

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

601 E. Beardsley Ave., Elkhart, IN

46514-3305

(Address of principal executive offices)

(Zip Code)

(574) 970-7460

(~~Registrant's~~Registrant’s telephone number, including area code)

None

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

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

Name of each exchange

Title of each class

Trading Symbol(s)

on which registered

Common stock (Par value $0.10 Per Share)

THO

New York Stock Exchange

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

Yes ☑ No ☐

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

Yes ☑ No ☐

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

Large accelerated filer ☑ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

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

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

Yes ☐ No ☑

As of ~~May 31,~~November 30, 2023, ~~53,308,174~~53,323,337 shares of the registrant’s common stock, par value $0.10 per share, were outstanding.

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

ITEM 1. FINANCIAL STATEMENTS

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

April 30, 2023 July 31, 2022
ASSETS
Current assets:
Cash and cash equivalents $ 353,226 $ 311,553
Accounts receivable, trade, net 731,753 848,814
Accounts receivable, other, net 79,790 95,367
Inventories, net 1,864,755 1,754,773
Prepaid income taxes, expenses and other 55,249 51,972
Total current assets 3,084,773 3,062,479
Property, plant and equipment, net 1,360,144 1,258,159
Other assets:
Goodwill 1,796,743 1,804,151
Amortizable intangible assets, net 1,030,833 1,117,492
Deferred income tax assets, net 8,019 7,950
Equity investments 128,325 10,811
Other 145,122 147,090
Total other assets 3,109,042 3,087,494
TOTAL ASSETS $ 7,553,959 $ 7,408,132
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 793,977 $ 822,449
Current portion of long-term debt 11,268 13,190
Short-term financial obligations 40,025 21,403
Accrued liabilities:
Compensation and related items 196,322 254,772
Product warranties 339,698 317,908
Income and other taxes 61,679 57,391
Promotions and rebates 158,015 134,298
Product, property and related liabilities 58,015 61,700
Other 61,541 72,805
Total current liabilities 1,720,540 1,755,916
Long-term debt, net 1,641,076 1,754,239
Deferred income tax liabilities, net 103,156 115,931
Unrecognized tax benefits 18,950 17,243
Other liabilities 171,961 164,149
Total long-term liabilities 1,935,143 2,051,562
Contingent liabilities and commitments
Stockholders’ equity:
Preferred stock – authorized 1,000,000 shares; none outstanding — —
Common stock – par value of $.10 per share; authorized 250,000,000 shares; issued 66,334,072 and 66,059,403 shares, respectively 6,633 6,606
Additional paid-in capital 527,200 497,946
Retained earnings 4,025,267 3,813,261
Accumulated other comprehensive loss, net of tax (74,928) (181,607)
Less treasury shares of 13,025,898 and 12,382,441, respectively, at cost (592,275) (543,344)
Stockholders’ equity attributable to THOR Industries, Inc. 3,891,897 3,592,862
Non-controlling interests 6,379 7,792
Total stockholders’ equity 3,898,276 3,600,654
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 7,553,959 $ 7,408,132


	October 31, 2023		July 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	425,828	$	441,232

Accounts receivable, trade, net	548,800		543,865

Accounts receivable, other, net	67,819		99,354
Inventories, net	1,714,229		1,653,070
Prepaid income taxes, expenses and other	48,853		56,059

Total current assets	2,805,529		2,793,580
Property, plant and equipment, net	1,377,647		1,387,808
Other assets:
Goodwill	1,768,777		1,800,422
Amortizable intangible assets, net	950,495		996,979
Deferred income tax assets, net	2,586		5,770
Equity investments	130,100		126,909
Other	137,339		149,362
Total other assets	2,989,297		3,079,442
TOTAL ASSETS	$	7,172,473	$	7,260,830

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	748,922	$	736,275
Current portion of long-term debt	10,952		11,368
Short-term financial obligations	58,820		49,433
Accrued liabilities:
Compensation and related items	203,639		189,324
Product warranties	333,274		345,197
Income and other taxes	100,149		100,631
Promotions and rebates	135,723		163,410
Product, property and related liabilities	43,025		54,720
Dividends payable	25,539		—

Other	56,755		66,124

Total current liabilities	1,716,798		1,716,482
Long-term debt	1,271,877		1,291,311
Deferred income tax liabilities, net	76,498		75,668
Unrecognized tax benefits	15,240		14,835
Other liabilities	168,470		179,136
Total long-term liabilities	1,532,085		1,560,950
Contingent liabilities and commitments
Stockholders’ equity:
Preferred stock – authorized 1,000,000 shares; none outstanding	—		—
Common stock – par value of $.10 per share; authorized 250,000,000 shares; issued 66,686,498 and 66,344,340 shares, respectively	6,669		6,634
Additional paid-in capital	551,491		539,032
Retained earnings	4,119,589		4,091,563
Accumulated other comprehensive loss, net of tax	(128,471)		(68,547)
Less: Treasury shares of 13,480,026 and 13,030,030, respectively, at cost	(633,817)		(592,667)
Stockholders’ equity attributable to THOR Industries, Inc.	3,915,461		3,976,015
Non-controlling interests	8,129		7,383
Total stockholders’ equity	3,923,590		3,983,398
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	7,172,473	$	7,260,830

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED)


		Three Months Ended April 30,				Nine Months Ended April 30,					Three Months Ended October 31,
		2023		2022		2023		2022			2023		2022
Net sales	Net sales	$	2,928,820	$	4,657,517	$	8,383,539	$	12,490,759	Net sales	$	2,500,759	$	3,108,084
Cost of products sold	Cost of products sold	2,496,183		3,850,072		7,181,491		10,352,616		Cost of products sold	2,142,827		2,621,608
Gross profit	Gross profit	432,637		807,445		1,202,048		2,138,143		Gross profit	357,932		486,476
Selling, general and administrative expenses	Selling, general and administrative expenses	210,044		281,676		660,411		845,009		Selling, general and administrative expenses	217,896		241,624
Amortization of intangible assets	Amortization of intangible assets	35,113		40,725		105,531		117,288		Amortization of intangible assets	32,344		35,219

Interest expense, net	Interest expense, net	26,362		22,289		74,802		67,516		Interest expense, net	20,197		22,807
Other income (expense), net	Other income (expense), net	(5,667)		(348)		6,136		13,172		Other income (expense), net	(14,913)		(7,555)
Income before income taxes	Income before income taxes	155,451		462,407		367,440		1,121,502		Income before income taxes	72,582		179,271
Income tax provision	Income tax provision	35,722		116,389		84,482		265,046		Income tax provision	17,549		41,848
Net income	Net income	119,729		346,018		282,958		856,456		Net income	55,033		137,423
Less: Net loss attributable to non-controlling interests		(990)		(2,033)		(1,026)		(405)
Less: Net income attributable to non-controlling interests										Less: Net income attributable to non-controlling interests	1,468		1,238
Net income attributable to THOR Industries, Inc.	Net income attributable to THOR Industries, Inc.	$	120,719	$	348,051	$	283,984	$	856,861	Net income attributable to THOR Industries, Inc.	$	53,565	$	136,185

Weighted-average common shares outstanding:	Weighted-average common shares outstanding:									Weighted-average common shares outstanding:
Basic	Basic	53,425,379		54,906,356		53,534,746		55,278,320		Basic	53,295,835		53,656,415
Diluted	Diluted	53,820,400		55,068,783		53,854,542		55,507,023		Diluted	53,853,719		53,928,751

Earnings per common share:	Earnings per common share:									Earnings per common share:
Basic	Basic	$	2.26	$	6.34	$	5.30	$	15.50	Basic	$	1.01	$	2.54
Diluted	Diluted	$	2.24	$	6.32	$	5.27	$	15.44	Diluted	$	0.99	$	2.53

Comprehensive income:
Comprehensive income (loss):										Comprehensive income (loss):
Net income	Net income	$	119,729	$	346,018	$	282,958	$	856,456	Net income	$	55,033	$	137,423
Other comprehensive income (loss), net of tax	Other comprehensive income (loss), net of tax									Other comprehensive income (loss), net of tax
Foreign currency translation adjustment		21,592		(90,910)		106,640		(196,051)
Unrealized gain (loss) on derivatives, net of tax		(452)		3,620		(309)		8,104
Other loss, net of tax		—		—		(39)		(372)
Foreign currency translation gain (loss), net of tax										Foreign currency translation gain (loss), net of tax	(60,646)		(43,329)
Unrealized gain on derivatives, net of tax										Unrealized gain on derivatives, net of tax	—		804

Total other comprehensive income (loss), net of tax	Total other comprehensive income (loss), net of tax	21,140		(87,290)		106,292		(188,319)		Total other comprehensive income (loss), net of tax	(60,646)		(42,525)
Total Comprehensive income		140,869		258,728		389,250		668,137
Less: Comprehensive loss attributable to non-controlling interests		(968)		(2,417)		(1,413)		(1,494)
Comprehensive income attributable to THOR Industries, Inc.		$	141,837	$	261,145	$	390,663	$	669,631
Total Comprehensive income (loss)										Total Comprehensive income (loss)	(5,613)		94,898
Less: Comprehensive income (loss) attributable to non-controlling interests										Less: Comprehensive income (loss) attributable to non-controlling interests	746		804
Comprehensive income (loss) attributable to THOR Industries, Inc.										Comprehensive income (loss) attributable to THOR Industries, Inc.	$	(6,359)	$	94,094

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)


		Nine Months Ended April 30,					Three Months Ended October 31,
		2023		2022			2023		2022
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net income	Net income	$	282,958	$	856,456	Net income	$	55,033	$	137,423
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	Depreciation	97,295		95,206		Depreciation	34,934		31,774
Amortization of intangible assets	Amortization of intangible assets	105,531		117,288		Amortization of intangible assets	32,344		35,219
Amortization of debt issuance costs	Amortization of debt issuance costs	8,569		8,457		Amortization of debt issuance costs	2,872		2,835

Deferred income tax benefit		(9,052)		(18,830)
Deferred income tax expense (benefit)						Deferred income tax expense (benefit)	2,417		(1,920)
(Gain) loss on disposition of property, plant and equipment	(Gain) loss on disposition of property, plant and equipment	(374)		833		(Gain) loss on disposition of property, plant and equipment	49		(141)
Stock-based compensation expense	Stock-based compensation expense	26,607		22,736		Stock-based compensation expense	10,452		8,392
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Accounts receivable	Accounts receivable	143,591		(256,180)		Accounts receivable	20,979		131,483
Inventories, net		(87,841)		(338,852)
Inventories						Inventories	(94,527)		(116,151)
Prepaid income taxes, expenses and other	Prepaid income taxes, expenses and other	2,119		(4,578)		Prepaid income taxes, expenses and other	23,839		17,345
Accounts payable	Accounts payable	(63,642)		78,897		Accounts payable	25,150		(141,934)

Accrued liabilities	Accrued liabilities	(35,388)		92,693		Accrued liabilities	(46,438)		(8,047)
Long-term liabilities and other	Long-term liabilities and other	3,747		(16,577)		Long-term liabilities and other	(7,436)		(2,262)
Net cash provided by operating activities	Net cash provided by operating activities	474,120		637,549		Net cash provided by operating activities	59,668		94,016
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Purchases of property, plant and equipment	Purchases of property, plant and equipment	(150,466)		(170,702)		Purchases of property, plant and equipment	(38,211)		(55,883)
Proceeds from dispositions of property, plant and equipment	Proceeds from dispositions of property, plant and equipment	4,179		823		Proceeds from dispositions of property, plant and equipment	275		2,935
Business acquisitions, net of cash acquired	Business acquisitions, net of cash acquired	(6,184)		(781,967)		Business acquisitions, net of cash acquired	(4,000)		—

Other	Other	(19,091)		(20,000)		Other	(9,126)		(5,000)
Net cash used in investing activities	Net cash used in investing activities	(171,562)		(971,846)		Net cash used in investing activities	(51,062)		(57,948)
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:

Borrowings on revolving asset-based credit facilities	Borrowings on revolving asset-based credit facilities	—		660,088		Borrowings on revolving asset-based credit facilities	53,449		—
Payments on revolving asset-based credit facilities	Payments on revolving asset-based credit facilities	(50,000)		(559,035)		Payments on revolving asset-based credit facilities	(51,925)		(15,000)
Proceeds from issuance of senior unsecured notes		—		500,000

Payments on term-loan credit facilities	Payments on term-loan credit facilities	(102,355)		(124,565)		Payments on term-loan credit facilities	—		(12,355)

Payments on other debt	Payments on other debt	(8,155)		(7,842)		Payments on other debt	(1,767)		(2,714)
Payments of debt issuance costs		—		(8,445)
Cash dividends paid		(71,978)		(71,496)

Payments on finance lease obligations	Payments on finance lease obligations	(905)		(801)		Payments on finance lease obligations	(180)		(310)
Purchases of treasury shares		(42,007)		(98,321)
Payments related to vesting of stock-based awards		(6,765)		(18,011)
Purchase of treasury shares						Purchase of treasury shares	(30,037)		(25,407)

Short-term financial obligations and other, net	Short-term financial obligations and other, net	16,097		(21,120)		Short-term financial obligations and other, net	11,307		2,537
Net cash provided by (used in) financing activities		(266,068)		250,452
Effect of exchange rate changes on cash and cash equivalents and restricted cash		5,183		(32,882)
Net increase (decrease) in cash and cash equivalents and restricted cash		41,673		(116,727)
Cash and cash equivalents and restricted cash, beginning of period		311,553		448,706
Cash and cash equivalents and restricted cash, end of period		353,226		331,979
Less: restricted cash		—		2,682
Net cash used in financing activities						Net cash used in financing activities	(19,153)		(53,249)
Effect of exchange rate changes on cash and cash equivalents						Effect of exchange rate changes on cash and cash equivalents	(4,857)		(2,668)
Net decrease in cash and cash equivalents						Net decrease in cash and cash equivalents	(15,404)		(19,849)
Cash and cash equivalents, beginning of period						Cash and cash equivalents, beginning of period	441,232		311,553

Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	353,226	$	329,297	Cash and cash equivalents, end of period	$	425,828	$	291,704

Supplemental cash flow information:	Supplemental cash flow information:					Supplemental cash flow information:
Income taxes paid	Income taxes paid	$	118,602	$	270,063	Income taxes paid	$	7,153	$	17,174
Interest paid	Interest paid	$	75,877	$	59,454	Interest paid	$	26,203	$	25,786
Non-cash investing and financing transactions:	Non-cash investing and financing transactions:					Non-cash investing and financing transactions:
Capital expenditures in accounts payable	Capital expenditures in accounts payable	$	4,874	$	7,914	Capital expenditures in accounts payable	$	7,427	$	2,940
Quarterly dividends payable						Quarterly dividends payable	$	25,539	$	24,081

~~See Notes to the Condensed Consolidated Financial Statements.~~

THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2023 AND 2022 (UNAUDITED)
Three Months Ended April 30, 2023
Accumulated Stockholders’
Additional Other Equity Non- Total
Common Stock Paid-In Retained Comprehensive Treasury Stock Attributable controlling Stockholders’
Shares Amount Capital Earnings Income (Loss) Shares Amount to THOR Interests Equity
Balance at February 1, 2023 66,334,072 $ 6,633 $ 517,510 $ 3,928,361 $ (96,046) 12,815,099 $ (575,675) $ 3,780,783 $ 7,347 $ 3,788,130
Net income (loss) — — — 120,719 — — — 120,719 (990) 119,729
Purchases of treasury shares — — — — — 210,799 (16,600) (16,600) — (16,600)
Restricted stock unit activity — — 18 — — — — 18 — 18
Dividends $0.45 per common share — — — (23,813) — — — (23,813) — (23,813)
Stock-based compensation expense — — 9,672 — — — — 9,672 — 9,672
Other comprehensive income (loss) — — — — 21,118 — — 21,118 22 21,140
Balance at April 30, 2023 66,334,072 $ 6,633 $ 527,200 $ 4,025,267 $ (74,928) 13,025,898 $ (592,275) $ 3,891,897 $ 6,379 $ 3,898,276
Nine Months Ended April 30, 2023
Accumulated Stockholders’
Additional Other Equity Non- Total
Common Stock Paid-In Retained Comprehensive Treasury Stock Attributable controlling Stockholders’
Shares Amount Capital Earnings Income (Loss) Shares Amount to THOR Interests Equity
Balance at August 1, 2022 66,059,403 $ 6,606 $ 497,946 $ 3,813,261 $ (181,607) 12,382,441 $ (543,344) $ 3,592,862 $ 7,792 $ 3,600,654
Net income (loss) — — — 283,984 — — — 283,984 (1,026) 282,958
Purchases of treasury shares — — — — — 549,532 (42,007) (42,007) — (42,007)
Restricted stock unit activity 274,669 27 2,647 — — 93,925 (6,924) (4,250) — (4,250)
Dividends $1.35 per common share — — — (71,978) — — — (71,978) — (71,978)
Stock-based compensation expense — — 26,607 — — — — 26,607 — 26,607
Other comprehensive income (loss) — — — — 106,679 — — 106,679 (387) 106,292
Balance at April 30, 2023 66,334,072 $ 6,633 $ 527,200 $ 4,025,267 $ (74,928) 13,025,898 $ (592,275) $ 3,891,897 $ 6,379 $ 3,898,276

See Notes to the Condensed Consolidated Financial Statements.

THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2023 AND 2022 (UNAUDITED)
Three Months Ended April 30, 2022
Accumulated Stockholders’
Additional Other Equity Non- Total
Common Stock Paid-In Retained Comprehensive Treasury Stock Attributable controlling Stockholders’
Shares Amount Capital Earnings Income (Loss) Shares Amount to THOR Interests Equity
Balance at February 1, 2022 66,059,403 $ 6,606 $ 479,946 $ 3,231,378 $ (55,703) 11,029,159 $ (436,568) $ 3,225,659 $ 27,925 $ 3,253,584
Net income (loss) — — — 348,051 — — — 348,051 (2,033) 346,018
Purchases of treasury shares — — — — — 499,106 (39,990) (39,990) — (39,990)
Restricted stock unit activity — — (526) — — — — (526) — (526)
Dividends $0.43 per common share — — — (23,663) — — — (23,663) — (23,663)
Stock-based compensation expense — — 9,750 — — — — 9,750 — 9,750
Other comprehensive income (loss) — — — — (86,906) — — (86,906) (384) (87,290)
Acquisitions — — 1,516 — — — — 1,516 (17,661) (16,145)
Dividend paid to non-controlling interests — — — — — — — — (555) (555)
Balance at April 30, 2022 66,059,403 $ 6,606 $ 490,686 $ 3,555,766 $ (142,609) 11,528,265 $ (476,558) $ 3,433,891 $ 7,292 $ 3,441,183
Nine Months Ended April 30, 2022
Accumulated Stockholders’
Additional Other Equity Non- Total
Common Stock Paid-In Retained Comprehensive Treasury Stock Attributable controlling Stockholders’
Shares Amount Capital Earnings Income (Loss) Shares Amount to THOR Interests Equity
Balance at August 1, 2021 65,651,570 $ 6,565 $ 460,482 $ 2,770,401 $ 44,621 10,285,329 $ (360,226) $ 2,921,843 $ 26,263 $ 2,948,106
Net income (loss) — — — 856,861 — — — 856,861 (405) 856,456
Purchases of treasury shares — — — — — 1,090,067 (98,321) (98,321) — (98,321)
Restricted stock unit activity 407,833 41 5,952 — — 152,869 (18,011) (12,018) — (12,018)
Dividends $1.29 per common share — — — (71,496) — — — (71,496) — (71,496)
Stock-based compensation expense — — 22,736 — — — — 22,736 — 22,736
Other comprehensive income (loss) — — — — (187,230) — — (187,230) (1,089) (188,319)
Acquisitions — — 1,516 — — — — 1,516 (16,922) (15,406)
Dividend paid to non-controlling interests — — — — — — — — (555) (555)
Balance at April 30, 2022 66,059,403 $ 6,606 $ 490,686 $ 3,555,766 $ (142,609) 11,528,265 $ (476,558) $ 3,433,891 $ 7,292 $ 3,441,183


THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED OCTOBER 31, 2023 AND 2022 (UNAUDITED)

	Three Months Ended October 31, 2023
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at August 1, 2023	66,344,340	$	6,634	$	539,032	$	4,091,563	$	(68,547)	13,030,030	$	(592,667)	$	3,976,015	$	7,383	$	3,983,398
Net income	—	—		—		53,565		—		—	—		53,565		1,468		55,033
Purchase of treasury shares	—	—		—		—		—		327,876	(30,037)		(30,037)		—		(30,037)
Restricted stock unit activity	342,158	35		2,007		—		—		122,120	(11,113)		(9,071)		—		(9,071)
Dividends $0.48 per common share	—	—		—		(25,539)		—		—	—		(25,539)		—		(25,539)
Stock-based compensation expense	—	—		10,452		—		—		—	—		10,452		—		10,452
Other comprehensive income (loss)	—	—		—		—		(59,924)		—	—		(59,924)		(722)		(60,646)


Balance at October 31, 2023	66,686,498	$	6,669	$	551,491	$	4,119,589	$	(128,471)	13,480,026	$	(633,817)	$	3,915,461	$	8,129	$	3,923,590






	Three Months Ended October 31, 2022
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at August 1, 2022	66,059,403	$	6,606	$	497,946	$	3,813,261	$	(181,607)	12,382,441	$	(543,344)	$	3,592,862	$	7,792	$	3,600,654
Net income	—	—		—		136,185		—		—	—		136,185		1,238		137,423
Purchase of treasury shares	—	—		—		—		—		338,733	(25,407)		(25,407)		—		(25,407)
Restricted stock unit activity	266,732	27		3,241		—		—		91,845	(6,765)		(3,497)		—		(3,497)
Dividends $0.45 per common share	—	—		—		(24,081)		—		—	—		(24,081)		—		(24,081)
Stock-based compensation expense	—	—		8,392		—		—		—	—		8,392		—		8,392
Other comprehensive income (loss)	—	—		—		—		(42,091)		—	—		(42,091)		(434)		(42,525)


Balance at October 31, 2022	66,326,135	$	6,633	$	509,579	$	3,925,365	$	(223,698)	12,813,019	$	(575,516)	$	3,642,363	$	8,596	$	3,650,959

See Notes to the Condensed Consolidated Financial Statements.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

1. Nature of Operations and Accounting Policies

Nature of Operations

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

The July 31, ~~2022~~2023 amounts are derived from the annual audited financial statements of THOR. The interim financial statements are unaudited. In the opinion of management, all adjustments (which consist of normal, recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented have been made. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, ~~2022.~~2023. Due to seasonality within the recreational vehicle industry, ~~and~~ the impact of the ongoing supply chain disruptions primarily in Europe, inflation and shifting consumer demand on our industry, among other factors, annualizing the results of operations for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 would not necessarily be indicative of the results expected for the full fiscal year.

During the quarter ended January 31, 2023, the Company reclassified certain immaterial investments accounted for under the equity method, which had previously been shown as a component of Other long-term assets in the Condensed Consolidated Balance Sheets, to a separate line called Equity investments. In addition, certain other immaterial amounts from the prior year have been reclassified to conform with current-year presentation.

2. ~~Acquisitions~~

~~Airxcel~~

On September 1, 2021, the Company acquired Wichita, Kansas-based AirX Intermediate, Inc. (“Airxcel”). Airxcel manufactures a comprehensive line of high-quality component products which are sold primarily to original equipment RV manufacturers as well as consumers via aftermarket sales through dealers and retailers. Airxcel provides industry-leading products in recreational vehicle heating, cooling, ventilation, cooking, window coverings, sidewalls and roofing materials, among others. The total cash consideration paid was subject to the final determination of the actual acquired net working capital as of the close of business on September 1, 2021, which was finalized in the second quarter of fiscal 2022. The final cash consideration was $745,279, net of cash acquired. In conjunction with the Airxcel acquisition, the Company expanded its existing asset-based credit facility (“ABL”) from $750,000 to $1,000,000, favorably amended certain terms of the agreement and extended the term of the ABL.

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

Subsequent to the acquisition date, the Company made immaterial measurement period adjustments to better reflect the facts and circumstances that existed at the acquisition date. The following table summarizes the final fair values of the Airxcel net assets acquired on the acquisition date.


~~Cash~~	$	~~23,404~~
~~Inventory~~	~~71,150~~
~~Other assets~~	~~62,657~~
~~Property, plant and equipment~~	~~40,518~~
~~Amortizable intangible assets:~~
~~Customer relationships~~	~~284,000~~
~~Trademarks~~	~~56,900~~
~~Design technology assets~~	~~60,600~~
~~Backlog~~	~~700~~
~~Goodwill~~	~~372,608~~
~~Current liabilities~~	~~(115,535)~~
~~Deferred income tax liabilities~~	~~(77,086)~~
~~Other liabilities~~	~~(10,494)~~
~~Non-controlling interest~~	~~(739)~~
~~Total fair value of net assets acquired~~	~~768,683~~
~~Less cash acquired~~	~~(23,404)~~
~~Total cash consideration for acquisition, less cash acquired~~	$	~~745,279~~

On the acquisition date, amortizable intangible assets had a weighted-average useful life of 18.3 years. The customer relationships were valued based on the Discounted Cash Flow Method and are being amortized on an accelerated basis over 20 years. The trademarks were valued on the Relief from Royalty Method and are being amortized on a straight-line basis over 20 years. The design technology assets were valued on the Relief from Royalty Method and are being amortized on a straight-line basis over 10 years. Backlog was valued based on the Discounted Cash Flow Method and was amortized on a straight-line basis over 2 months. The majority of the goodwill recognized as a result of this transaction is not deductible for tax purposes.

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


	~~Three Months Ended April 30,~~
	~~2022~~
~~Net sales~~	$	~~4,657,517~~
~~Net income attributable to THOR Industries, Inc.~~	$	~~348,051~~
~~Basic earnings per common share~~	$	~~6.34~~
~~Diluted earnings per common share~~	$	~~6.32~~


	~~Nine Months Ended April 30,~~
	~~2022~~
~~Net sales~~	$	~~12,538,217~~
~~Net income attributable to THOR Industries, Inc.~~	$	~~863,674~~
~~Basic earnings per common share~~	$	~~15.62~~
~~Diluted earnings per common share~~	$	~~15.56~~

3. Business Segments

The Company has three reportable segments, all related to recreational vehicles: (1) North American ~~towables,~~Towable Recreational Vehicles, (2) North American ~~motorized~~Motorized Recreational Vehicles and (3) ~~European.~~European Recreational Vehicles. The operations of the Company's ~~Postle~~Airxcel and ~~Airxcel~~Postle subsidiaries are included in “Other”~~, along with the operations of Roadpass Digital through December 30, 2022 as discussed in Note 9 to the Condensed Consolidated Financial Statements.~~. Net sales included in Other ~~related~~relate primarily to the sale of specialized component parts and aluminum extrusions. Intercompany eliminations ~~primarily~~ adjust for ~~Postle~~Airxcel and ~~Airxcel~~Postle sales to the Company’s North American ~~towables~~Towable and North American ~~motorized~~Motorized segments, which are consummated at established transfer prices generally consistent with the selling prices of products to third parties.

The following tables reflect certain financial information by reportable segment:


		Three Months Ended April 30,				Nine Months Ended April 30,					Three Months Ended October 31,
NET SALES:	NET SALES:	2023		2022		2023		2022		NET SALES:		2023		2022
Recreational vehicles	Recreational vehicles									Recreational vehicles
North American Towables		$	1,124,410	$	2,640,137	$	3,271,967	$	6,866,059
North American Towable										North American Towable		$	945,454	$	1,317,806
North American Motorized	North American Motorized	795,940		1,053,045		2,658,042		2,954,879		North American Motorized		711,159		1,123,519
Total North America	Total North America	1,920,350		3,693,182		5,930,009		9,820,938		Total North America		1,656,613		2,441,325
European	European	866,751		724,002		2,017,991		2,080,729		European		708,201		504,302
Total recreational vehicles	Total recreational vehicles	2,787,101		4,417,184		7,948,000		11,901,667		Total recreational vehicles		2,364,814		2,945,627
Other	Other	201,164		383,170		598,671		935,146		Other		198,921		232,648
Intercompany eliminations	Intercompany eliminations	(59,445)		(142,837)		(163,132)		(346,054)		Intercompany eliminations		(62,976)		(70,191)
Total	Total	$	2,928,820	$	4,657,517	$	8,383,539	$	12,490,759	Total		$	2,500,759	$	3,108,084

Three Months Ended April 30, Nine Months Ended April 30,
INCOME (LOSS) BEFORE INCOME TAXES: 2023 2022 2023 2022
Recreational vehicles
North American Towables $ 77,583 $ 326,697 $ 181,471 $ 868,874
North American Motorized 48,186 116,293 234,163 309,228
Total North America 125,769 442,990 415,634 1,178,102
European 72,401 20,559 77,948 12,248
Total recreational vehicles 198,170 463,549 493,582 1,190,350
Other, net 16,970 46,910 30,004 93,531
Corporate (59,689) (48,052) (156,146) (162,379)
Total $ 155,451 $ 462,407 $ 367,440 $ 1,121,502


	Three Months Ended October 31,
INCOME (LOSS) BEFORE INCOME TAXES:		2023		2022

Recreational vehicles
North American Towable		$	49,249	$	111,007
North American Motorized		37,052		124,433
Total North America		86,301		235,440
European		28,767		(6,468)
Total recreational vehicles		115,068		228,972
Other, net		9,476		4,745
Corporate		(51,962)		(54,446)
Total		$	72,582	$	179,271


TOTAL ASSETS:	October 31, 2023		July 31, 2023
Recreational vehicles
North American Towable	$	1,442,405	$	1,429,899
North American Motorized	1,269,984		1,268,109
Total North America	2,712,389		2,698,008
European	2,787,150		2,898,175
Total recreational vehicles	5,499,539		5,596,183
Other	1,032,989		1,048,076
Corporate	639,945		616,571
Total	$	7,172,473	$	7,260,830


DEPRECIATION AND INTANGIBLE ASSET AMORTIZATION EXPENSE:	Three Months Ended October 31,
		2023		2022
Recreational vehicles
North American Towable		$	13,764	$	15,437
North American Motorized		8,942		8,161
Total North America		22,706		23,598
European		30,397		27,302
Total recreational vehicles		53,103		50,900
Other		13,626		15,648
Corporate		549		445
Total		$	67,278	$	66,993


	Three Months Ended October 31,
CAPITAL ACQUISITIONS:		2023		2022
Recreational vehicles
North American Towable		$	6,930	$	21,174
North American Motorized		7,475		19,064
Total North America		14,405		40,238
European		14,760		8,920
Total recreational vehicles		29,165		49,158
Other		8,291		4,812
Corporate		2,735		120
Total		$	40,191	$	54,090

TOTAL ASSETS: April 30, 2023 July 31, 2022
Recreational vehicles
North American Towables $ 1,629,231 $ 2,040,841
North American Motorized 1,437,825 1,239,476
Total North America 3,067,056 3,280,317
European 2,865,580 2,449,270
Total recreational vehicles 5,932,636 5,729,587
Other 1,094,611 1,272,829
Corporate 526,712 405,716
Total $ 7,553,959 $ 7,408,132

DEPRECIATION AND INTANGIBLE AMORTIZATION EXPENSE: Three Months Ended April 30, Nine Months Ended April 30,
2023 2022 2023 2022
Recreational vehicles
North American Towables $ 15,188 $ 16,149 $ 45,653 $ 48,764
North American Motorized 8,114 7,388 24,447 21,517
Total North America 23,302 23,537 70,100 70,281
European 29,840 31,501 85,855 99,910
Total recreational vehicles 53,142 55,038 155,955 170,191
Other 14,563 16,177 45,549 41,014
Corporate 446 431 1,322 1,289
Total $ 68,151 $ 71,646 $ 202,826 $ 212,494

Three Months Ended April 30, Nine Months Ended April 30,
CAPITAL ACQUISITIONS: 2023 2022 2023 2022
Recreational vehicles
North American Towables $ 14,367 $ 19,833 $ 52,361 $ 54,446
North American Motorized 4,918 9,885 34,248 25,205
Total North America 19,285 29,718 86,609 79,651
European 15,889 16,173 36,960 70,400
Total recreational vehicles 35,174 45,891 123,569 150,051
Other 13,144 9,272 25,913 21,452
Corporate 854 501 1,125 584
Total $ 49,172 $ 55,664 $ 150,607 $ 172,087

4.3. Earnings Per Common Share

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


		Three Months Ended April 30,		Nine Months Ended April 30,			Three Months Ended October 31,
		2023	2022	2023	2022			2023	2022
Weighted-average common shares outstanding for basic earnings per share	Weighted-average common shares outstanding for basic earnings per share	53,425,379	54,906,356	53,534,746	55,278,320	Weighted-average common shares outstanding for basic earnings per share		53,295,835	53,656,415
Unvested restricted and performance stock units		395,021	162,427	319,796	228,703
Unvested restricted stock units and performance stock units						Unvested restricted stock units and performance stock units		557,884	272,336
Weighted-average common shares outstanding assuming dilution	Weighted-average common shares outstanding assuming dilution	53,820,400	55,068,783	53,854,542	55,507,023	Weighted-average common shares outstanding assuming dilution		53,853,719	53,928,751

~~For the three months ended April 30, 2023~~The Company excluded 51,298 and ~~2022, the Company had 113,964 and 211,348~~204,441 unvested restricted stock units and performance stock units that have an antidilutive effect from its calculation of weighted-average common shares outstanding ~~respectively, which were excluded from this calculation as their effect would be antidilutive. For the nine months ended April 30,~~assuming dilution at October 31, 2023 and October 31, 2022, the Company had 162,565 and 159,077 unvested restricted stock units and performance stock units outstanding, respectively, which were excluded from this calculation as their effect would have been antidilutive.respectively.

5.4. Derivatives and Hedging

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


	Three Months Ended October 31,
	2023		2022
Gain (Loss) on Derivatives Designated as Cash Flow Hedges

Gain (Loss) recognized in Other Comprehensive Income (Loss), net of tax

Interest rate swap agreements (1)	$	—	$	746
Total gain (loss)	$	—	$	746

(1)Other comprehensive income (loss), net of tax, before reclassification from accumulated other comprehensive income (“AOCI”) was $0 and $854 for the three months ended October 31, 2023 and 2022, respectively.


	Three Months Ended October 31,
	2023				2022
			Interest					Interest
	Sales		Expense			Sales		Expense
Gain (Loss) Reclassified from AOCI, Net of Tax
Foreign currency forward contracts	$	—	$	—		$	(58)	$	—
Interest rate swap agreements	—		—			—		108
Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Amount of gain (loss) recognized in income, net of tax

Foreign currency forward contracts	$	157	$	—		$	828	$	—
Commodities swap agreements	—		—			(662)		—
Interest rate swap agreements	—		64			—		254
Total gain (loss)	$	157	$	64		$	108	$	362

As of October 31, 2023 and July 31, 2023 there were no derivative instruments designated as cash flow ~~hedges,~~hedges. The Company has certain other derivative instruments which have not been designated as hedges. These other derivative instruments had a notional amount totaling approximately $35,878 and ~~the associated~~a fair value liability value of $643 as of October 31, 2023. These other derivative instruments had a notional ~~amounts, presented on~~amount totaling approximately $25,248 and a ~~pre-tax basis, were~~fair value liability of $932 as ~~follows:~~of July 31, 2023. For these derivative instruments, changes in fair value are recognized in earnings.

April 30, 2023 July 31, 2022
Fair Value in Fair Value in Fair Value in Fair Value in
Other Current Other Current Other Current Other Current
Cash Flow Hedges Notional Assets Liabilities Notional Assets Liabilities
Foreign currency forward contracts $ — $ — $ — $ 33,997 $ — $ 80
Interest rate swap agreements 110,175 368 — 273,325 850 —
Total derivative financial instruments $ 110,175 $ 368 $ — $ 307,322 $ 850 $ 80

The Company previously entered into interest rate swaps to convert a portion of the Company’s long-term debt from floating rate to fixed rate debt to partially hedge the interest rate risk related to the Company’s U.S. dollar term loan tranche that matures in February 2026. The notional amounts hedged will decrease on a quarterly basis to zero by August 1, 2023.

Effective August 1, 2022, the Company's foreign currency forward contracts used to exchange British Pounds Sterling ("GBP") for Euro were no longer designated as cash flow hedges and therefore excluded from the table above as of April 30, 2023.

Net Investment Hedges

The foreign currency transaction gains and losses on the Euro-denominated portion of the term loan, which is designated and effective as a hedge of the Company’s net investment in its Euro-denominated functional currency subsidiaries, are included as a component of the foreign currency translation adjustment. ~~Losses, net of tax, included in the foreign currency translation adjustments were $4,901 for the three months ended April 30, 2023 and $25,813 for the nine months ended April 30, 2023.~~ Gains, net of tax, included in the foreign currency translation adjustments were ~~$23,189~~$13,409 for the three months ended ~~April 30, 2022~~October 31, 2023 and ~~$50,817~~$9,385 for the ~~nine~~three months ended ~~April 30,~~October 31, 2022.

There were no amounts reclassified out of ~~accumulated other comprehensive income (“AOCI”)~~AOCI pertaining to the net investment hedge during the ~~three and nine-month~~three-month periods ended ~~April 30,~~October 31, 2023 ~~and April 30, 2022, respectively.~~or October 31, 2022.

~~Derivatives Not Designated as Hedging Instruments~~

The Company has certain other derivative instruments which have not been designated as hedges. These other derivative instruments had a notional amount totaling approximately $33,251 and a fair value liability value of $651 as of April 30, 2023. These other derivative instruments had a notional amount totaling approximately $25,628 and a fair value liability of $1,077, as of July 31, 2022. For these derivative instruments, changes in fair value are recognized in earnings.

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

Three Months Ended April 30,
2023 2022
Gain (Loss) on Derivatives Designated as Cash Flow Hedges
Gain (Loss) recognized in Other Comprehensive Income, net of tax
Foreign currency forward contracts $ — $ 411
Interest rate swap agreements (1)
(452) 3,209
Total gain (loss) $ (452) $ 3,620

~~(1) Other comprehensive income (loss), net of tax, before reclassification from AOCI was $16 and $1,888 for the three months ended April 30, 2023 and 2022, respectively.~~

Nine Months Ended April 30,
2023 2022
Gain (Loss) on Derivatives Designated as Cash Flow Hedges
Gain (Loss) recognized in Other Comprehensive Income, net of tax
Foreign currency forward contracts $ — $ (209)
Interest rate swap agreements (2)
(367) 8,313
Total gain (loss) $ (367) $ 8,104

~~(2) Other comprehensive income (loss), net of tax, before reclassification from AOCI was $734 and $3,290 for the nine months ended April 30, 2023 and 2022, respectively.~~

Three Months Ended April 30,
2023 2022
Interest Interest
Sales Expense Sales Expense
Gain (Loss) Reclassified from AOCI, Net of Tax
Foreign currency forward contracts $ — $ — $ (261) $ —
Interest rate swap agreements — 468 — (1,321)
Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Gain (loss) recognized in income, net of tax
Foreign currency forward contracts $ 690 $ — $ — $ —
Interest rate swap agreements — 11 — 335
Total gain (loss) $ 690 $ 479 $ (261) $ (986)

Nine Months Ended April 30,
2023 2022
Interest Interest
Sales Expense Sales Expense
Gain (Loss) Reclassified from AOCI, Net of Tax
Foreign currency forward contracts $ (58) $ — $ (545) $ —
Interest rate swap agreements — 1,101 — (5,023)
Gain (Loss) on Derivatives Not Designated as Hedging Instruments
Gain (loss) recognized in income, net of tax
Foreign currency forward contracts $ 2,636 $ — $ — $ —
Commodities swap agreements (2,229) — — —
Interest rate swap agreements — 182 — 424
Total gain (loss) $ 349 $ 1,283 $ (545) $ (4,599)

6.5. Inventories

Major classifications of inventories are as follows:


		April 30, 2023		July 31, 2022			October 31, 2023		July 31, 2023
Finished goods – RV	Finished goods – RV	$	198,464	$	236,311	Finished goods – RV	$	252,534	$	164,456
Finished goods – other	Finished goods – other	106,832		126,570		Finished goods – other	86,533		93,476
Work in process	Work in process	356,307		397,495		Work in process	348,032		313,006
Raw materials	Raw materials	635,330		838,474		Raw materials	517,116		563,614
Chassis	Chassis	725,074		293,375		Chassis	672,618		681,122
Subtotal	Subtotal	2,022,007		1,892,225		Subtotal	1,876,833		1,815,674
Excess of FIFO costs over LIFO costs	Excess of FIFO costs over LIFO costs	(157,252)		(137,452)		Excess of FIFO costs over LIFO costs	(162,604)		(162,604)
Total inventories, net	Total inventories, net	$	1,864,755	$	1,754,773	Total inventories, net	$	1,714,229	$	1,653,070

Of the ~~$2,022,007~~$1,876,833 and ~~$1,892,225~~$1,815,674 of inventories at ~~April 30,~~October 31, 2023 and July 31, ~~2022, $1,277,449~~2023, $1,267,808 and ~~$1,170,554,~~$1,224,069, respectively, were valued on the first-in, first-out (“FIFO”) method, and ~~$744,558~~$609,025 and ~~$721,671,~~$591,605, respectively, were valued on the last-in, first-out (“LIFO”) method.

7.6. Property, Plant and Equipment

Property, plant and equipment consists of the following:


		April 30, 2023		July 31, 2022			October 31, 2023		July 31, 2023
Land	Land	$	146,090	$	142,221	Land	$	151,719	$	147,633
Buildings and improvements	Buildings and improvements	1,026,710		926,485		Buildings and improvements	1,047,989		1,038,394
Machinery and equipment	Machinery and equipment	664,727		601,480		Machinery and equipment	671,351		672,499
Rental vehicles	Rental vehicles	86,449		67,414		Rental vehicles	102,591		99,360
Lease right-of-use assets – operating	Lease right-of-use assets – operating	50,418		44,407		Lease right-of-use assets – operating	45,200		47,969
Lease right-of-use assets – finance	Lease right-of-use assets – finance	5,704		6,264		Lease right-of-use assets – finance	5,331		5,518
Total cost	Total cost	1,980,098		1,788,271		Total cost	2,024,181		2,011,373
Less accumulated depreciation		(619,954)		(530,112)
Less: Accumulated depreciation						Less: Accumulated depreciation	(646,534)		(623,565)
Property, plant and equipment, net	Property, plant and equipment, net	$	1,360,144	$	1,258,159	Property, plant and equipment, net	$	1,377,647	$	1,387,808

See Note 1615 to the Condensed Consolidated Financial Statements for further information regarding the lease right-of-use assets.

8.7. Intangible Assets and Goodwill

The components of ~~amortizable~~Amortizable intangible assets are as follows:


		April 30, 2023				July 31, 2022					October 31, 2023				July 31, 2023
				Accumulated				Accumulated					Accumulated				Accumulated
		Cost		Amortization		Cost		Amortization			Cost		Amortization		Cost		Amortization
Dealer networks/customer relationships	Dealer networks/customer relationships	$	1,110,971	$	501,309	$	1,090,528	$	420,623	Dealer networks/customer relationships	$	1,099,750	$	542,468	$	1,112,273	$	526,327
Trademarks	Trademarks	355,109		91,588		351,152		77,660		Trademarks	351,075		99,552		355,560		96,087
Design technology and other intangibles	Design technology and other intangibles	258,196		100,838		253,918		80,465		Design technology and other intangibles	252,404		110,772		258,868		107,483

Non-compete agreements	Non-compete agreements	1,400		1,108		1,400		758		Non-compete agreements	1,400		1,342		1,400		1,225
Total amortizable intangible assets	Total amortizable intangible assets	$	1,725,676	$	694,843	$	1,696,998	$	579,506	Total amortizable intangible assets	$	1,704,629	$	754,134	$	1,728,101	$	731,122

Estimated future amortization expense is as follows:


For the remainder of the fiscal year ending July 31, 2023		$	35,335
For the fiscal year ending July 31, 2024		129,880
For the remainder of the fiscal year ending July 31, 2024				For the remainder of the fiscal year ending July 31, 2024	$	96,360
For the fiscal year ending July 31, 2025	For the fiscal year ending July 31, 2025	117,941		For the fiscal year ending July 31, 2025	116,771
For the fiscal year ending July 31, 2026	For the fiscal year ending July 31, 2026	106,639		For the fiscal year ending July 31, 2026	105,577
For the fiscal year ending July 31, 2027	For the fiscal year ending July 31, 2027	97,891		For the fiscal year ending July 31, 2027	96,923
For the fiscal year ending July 31, 2028 and thereafter		543,147
For the fiscal year ending July 31, 2028				For the fiscal year ending July 31, 2028	89,602
For the fiscal year ending July 31, 2029 and thereafter				For the fiscal year ending July 31, 2029 and thereafter	445,262
		$	1,030,833		$	950,495

Changes in the carrying amount of ~~goodwill~~Goodwill by reportable segment for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 are summarized as follows:

North American Towables North American Motorized European Other Total
Net balance as of August 1, 2022 $ 344,975 $ 53,875 $ 893,383 $ 511,918 $ 1,804,151
Fiscal 2023 activity:
Goodwill acquired 4,097 — — — 4,097
Measurement period adjustments — — — 4,682 4,682
Foreign currency translation — — 68,696 — 68,696
Deconsolidation of Roadpass Digital — — — (84,883) (84,883)
Net balance as of April 30, 2023 $ 349,072 $ 53,875 $ 962,079 $ 431,717 $ 1,796,743


	North American Towable		North American Motorized		European		Other		Total
Net balance as of August 1, 2023	$	337,883	$	65,064	$	965,758	$	431,717	$	1,800,422
Fiscal 2024 activity:
Goodwill acquired	—		—		—		3,751		3,751

Foreign currency translation	—		—		(35,396)		—		(35,396)

Net balance as of October 31, 2023	$	337,883	$	65,064	$	930,362	$	435,468	$	1,768,777

Changes in the carrying amount of ~~goodwill~~Goodwill by reportable segment for the ~~nine~~three months ended ~~April 30,~~October 31, 2022 are summarized as follows:

North American Towables North American Motorized European Other Total
Net balance as of August 1, 2021 $ 344,975 $ 53,875 $ 1,041,697 $ 122,708 $ 1,563,255
Fiscal 2022 activity:
Goodwill acquired — — — 389,838 389,838
Measurement period adjustments — — — 134 134
Foreign currency translation — — (118,354) — (118,354)
Net balance as of April 30, 2022 $ 344,975 $ 53,875 $ 923,343 $ 512,680 $ 1,834,873


	North American Towable		North American Motorized		European		Other		Total
Net balance as of August 1, 2022	$	344,975	$	53,875	$	893,383	$	511,918	$	1,804,151
Fiscal 2023 activity:

Measurement period adjustments	—		—		—		4,682		4,682
Foreign currency translation	—		—		(24,879)		—		(24,879)

Net balance as of October 31, 2022	$	344,975	$	53,875	$	868,504	$	516,600	$	1,783,954

9.8. Equity Investments

~~Effective~~As discussed in Note 8 to the Company’s Consolidated Financial Statements included in the Fiscal 2023 Form 10-K, effective December 30, 2022, the Company ~~entered into~~formed a ~~Subscription and Contribution Agreement~~joint venture with TechNexus Holdings LLC (“TechNexus”), whereby the Company transferred TH2Connect, LLC d/b/a Roadpass Digital ~~(“Roadpass Digital”)~~ and its associated legal entities to TN-RP Holdings, LLC (“TN-RP”), ~~a new legal entity formed by TechNexus, in a non-cash transaction~~ following which the Company and TechNexus own 100% of the Class A-RP units and Class C-RP units, respectively, issued by TN-RP. The Company also simultaneously entered into an Operating Agreement with TechNexus related to TN-RP whereby TechNexus will manage the day-to-day operations of TN-RP subject to certain protective rights maintained by the Company. The rights and privileges of the Company and TechNexus as unit holders of TN-RP are governed by the terms of the Operating Agreement, which includes provisions for distributions during its existence and at dissolution.

TN-RP is a variable interest entity (“VIE”), in which both the Company and TechNexus each have a variable interest. The Company’s equity interest, which entitles the Company to a share of future distributions from TN-RP, represents a variable interest. TechNexus’s compensation in exchange for its services as manager of TN-RP includes ongoing cash payments and a share of future distributions, both as defined in the Operating Agreement. This compensation represents a variable interest for TechNexus as the Company believes that the total compensation is above market for the effort required to provide the requisite management services. TN-RP is a VIE because it is reliant on the Company for financing cash needs and would not otherwise be able to secure such financing at market terms. The formation of TN-RP and the agreements are intended to allow TN-RP to maximize its efficiency and operating effectiveness under the direct day-to-day management and oversight of TechNexus. TechNexus will manage the operations and have control over key decisions in accordance with the Operating Agreement which provides TechNexus with the authority and power to direct the activities that most significantly affect the economic performance of TN-RP. As such, the Company is not the primary beneficiary of TN-RP.

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

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

~~As of April 30, 2023, the Company had the following investment and maximum exposure to loss:~~


~~Carrying amount of investment in TN-RP~~	$	~~105,561~~
~~Maximum exposure to loss~~	$	~~124,381~~

The maximum exposure above includes the carrying amount of the Company’s investment in TN-RP as of April 30, 2023 plus the Company’s maximum remaining commitment to fund operating cash needs upon request from TechNexus, as operating manager of TN-RP.

The Company has significant influence due to its Class A-RP unit ownership interest, non-majority seats on the TN-RP advisory board and certain protective rights, and therefore the Company’s investment in TN-RP is accounted for under the equity method of accounting and reported as a component of Equity investments in the Condensed Consolidated Balance ~~Sheets beginning after December 30, 2022. In applying the equity method of accounting,~~Sheets. Similarly, the Company ~~will allocate its share~~holds an additional investment that is also a VIE over which the Company has significant influence. This is also reported as a component of ~~earnings~~Equity investments in the Condensed Consolidated Balance Sheets.

The Company had the following aggregate investment and ~~losses using a hypothetical liquidation at book value method, as the Operating Agreement specifies how earnings and losses are~~maximum exposure to ~~be allocated amongst the unit holders.~~ loss related to these VIEs:


	October 31, 2023		July 31, 2023
Carrying amount of investments	$	130,100	$	126,909
Maximum exposure to loss	$	153,019	$	161,459

The Company’s share of gains and losses accounted for under the equity method of accounting are included in ~~Corporate~~ Other income (expense), net in the Condensed Consolidated Statements of Income and Comprehensive Income. The losses recognized in the three ~~and nine~~ months ended ~~April 30,~~October 31, 2023 were ~~$4,688~~$5,935, and ~~$6,248, respectively.~~

the amounts recognized in the three months ended October 31, 2022 were not material.

~~10.~~9. Concentration of Risk

One dealer, FreedomRoads, LLC, accounted for ~~11% of the Company’s consolidated net sales for the three-month period ended April 30, 2023 and~~ 14% of the Company’s consolidated net sales for the three-month period ended ~~April 30, 2022,~~October 31, 2023 and ~~accounted for 13%~~15% of the Company’s consolidated net sales for the ~~nine-month~~three-month period ended ~~April 30, 2023 and 14% of the Company’s consolidated net sales for the nine-month period ended April 30,~~October 31, 2022. The majority of the sales to this dealer are reported within the North American ~~Towables~~Towable and North American Motorized reportable segments. This dealer also accounted for ~~15%~~19% and 13% of the Company’s consolidated trade accounts receivable at ~~April 30,~~October 31, 2023 and ~~10% at~~ July 31, ~~2022.~~2023, respectively. The loss of this dealer or a deterioration in the liquidity or creditworthiness of this dealer could have a material effect on the Company’s business.

~~11.~~10. Fair Value Measurements

The financial assets and liabilities that are accounted for at fair value on a recurring basis at ~~April 30,~~October 31, 2023 and July 31, ~~2022~~2023 are as follows:


		Input Level	April 30, 2023		July 31, 2022			Input Level	October 31, 2023		July 31, 2023
Cash equivalents	Cash equivalents	Level 1	$	171,289	$	—	Cash equivalents	Level 1	$	302,255	$	286,984
Deferred compensation plan mutual fund assets	Deferred compensation plan mutual fund assets	Level 1	$	39,391	$	42,312	Deferred compensation plan mutual fund assets	Level 1	$	38,496	$	40,220
Equity investments	Equity investments	Level 1	$	7,581	$	—	Equity investments	Level 1	$	1,235	$	4,105
Foreign currency forward contract asset		Level 2	$	256	$	—

Foreign currency forward contract liability	Foreign currency forward contract liability	Level 2	$	—	$	80	Foreign currency forward contract liability	Level 2	$	165	$	—

Interest rate swap liability, net		Level 2	$	539	$	227
Interest rate swap liability							Interest rate swap liability	Level 2	$	808	$	932

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

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

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

The fair value of foreign currency forward contracts is estimated by discounting the difference between the contractual forward price and the current available forward price for the residual maturity of the contract using observable market rates.

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

11. Product Warranties

~~12. Product Warranties~~The Company generally provides retail customers of its products with a one-year or two-year warranty covering defects in material or workmanship, with longer warranties on certain structural components.

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


		Three Months Ended April 30,				Nine Months Ended April 30,					Three Months Ended October 31,
		2023		2022		2023		2022			2023		2022
Beginning balance	Beginning balance	$	326,665	$	296,158	$	317,908	$	267,620	Beginning balance	$	345,197	$	317,908
Provision	Provision	94,971		90,801		256,752		250,924		Provision	74,435		89,425
Payments	Payments	(82,719)		(74,496)		(238,363)		(212,532)		Payments	(84,171)		(80,141)
Acquisition		—		—		—		9,828

Foreign currency translation	Foreign currency translation	781		(3,086)		3,401		(6,463)		Foreign currency translation	(2,187)		(1,479)

Ending balance	Ending balance	$	339,698	$	309,377	$	339,698	$	309,377	Ending balance	$	333,274	$	325,713

~~13.~~12. Long-Term Debt

The components of long-term debt are as follows:


		April 30, 2023		July 31, 2022			October 31, 2023		July 31, 2023
Term loan	Term loan	$	1,056,242	$	1,124,209	Term loan	$	740,275	$	758,094
Asset-based credit facility		50,000		100,000

Senior unsecured notes	Senior unsecured notes	500,000		500,000		Senior unsecured notes	500,000		500,000
Unsecured notes	Unsecured notes	27,453		25,495		Unsecured notes	26,548		27,558
Other debt	Other debt	45,433		50,207		Other debt	38,474		41,753
Gross long-term debt		1,679,128		1,799,911
Total long-term debt						Total long-term debt	1,305,297		1,327,405
Debt issuance costs, net of amortization	Debt issuance costs, net of amortization	(26,784)		(32,482)		Debt issuance costs, net of amortization	(22,468)		(24,726)
Total long-term debt, net of debt issuance costs	Total long-term debt, net of debt issuance costs	1,652,344		1,767,429		Total long-term debt, net of debt issuance costs	1,282,829		1,302,679
Less: current portion of long-term debt		(11,268)		(13,190)
Less: Current portion of long-term debt						Less: Current portion of long-term debt	(10,952)		(11,368)
Total long-term debt, net, less current portion	Total long-term debt, net, less current portion	$	1,641,076	$	1,754,239	Total long-term debt, net, less current portion	$	1,271,877	$	1,291,311

As discussed in Note 1213 to the Company’s Consolidated Financial Statements included in the Fiscal ~~2022~~2023 Form 10-K, the Company is a party to a ~~seven-year~~ term loan (“term loan”) agreement, which consists of both a U.S. ~~Dollar-denominated~~dollar-denominated term loan tranche and a Euro-denominated term loan tranche, and a $1,000,000 revolving asset-based credit facility (“ABL”). Subject to earlier termination, the term loan matures on February 1, 2026 and the ABL matures on September 1, 2026, subject to a springing maturity at an earlier date if the maturity date of the Company's term loan has not been extended or refinanced.

Effective November 15, 2023, the Company amended its term loan and ABL agreements to extend maturities and lower the applicable margins used to determine the interest rate on the U.S. dollar-denominated term loan tranche. See Note 19 for additional details on these amendments.

As of ~~April 30,~~October 31, 2023, the entire outstanding U.S. term loan tranche balance of ~~$571,900~~$271,900 was subject to a ~~LIBOR-based~~Secured Overnight Financing Rate (“SOFR”)-based rate totaling ~~8.063%~~8.439%. The interest rate on $110,175 of that balance, however, was fixed at 5.466% through an interest rate swap, dated March 18, 2019, by swapping the underlying 1-month LIBOR rate for a fixed rate of 2.466% plus a 3.000% interest rate spread. As of July 31, ~~2022,~~2023, the entire outstanding U.S. term loan tranche balance of ~~$671,900~~$271,900 was subject to a ~~LIBOR-based~~SOFR-based rate totaling ~~5.375%, but the interest rate on $273,325 of that balance was fixed at 5.466% through an interest rate swap, dated March 18, 2019.~~8.433%. The total interest rate on the ~~April 30,~~October 31, 2023 outstanding Euro term loan tranche balance of ~~$484,342~~$468,375 was ~~6.063%~~6.94%, and the total interest rate on the July 31, ~~2022~~2023 outstanding Euro term loan tranche of ~~$452,309~~$486,194 was ~~3.000%~~6.625%.

The Company must make mandatory prepayments of principal under the term loan agreement upon the occurrence of certain specified events, including certain asset sales, debt issuances and receipt of annual cash flows in excess of certain amounts. No such specified events occurred during the three or nine months ended April 30, 2023 or 2022.

As of ~~April 30,~~October 31, 2023 ~~the total weighted-average interest rate on the~~and July 31, 2023, there were no outstanding ABL borrowings of $50,000 was 6.121%. As of July 31, 2022, the total weighted-average interest rate on the outstanding ABL borrowings of $100,000 was 3.048%. The Company may, generally at its option, pay any borrowings under the ABL, in whole or in part, at any time and from time to time, without penalty or premium.

borrowings.

Availability under the ABL agreement is subject to a borrowing base based on a percentage of applicable eligible receivables and eligible inventory. The ABL carries interest at an annual base rate plus 0.25% to 0.50%, or LIBOR plus 1.25% to 1.50%, based on adjusted excess availability as defined in the ABL agreement. This agreement also includes a 0.20% unused facility fee. The unused availability under the ABL is generally available to the Company for general operating purposes, and based on ~~April 30,~~October 31, 2023 eligible ~~accounts receivable~~receivables and eligible inventory balances and net of amounts drawn, if any, totaled approximately ~~$950,000.~~$998,000.

As discussed in Note 1213 to the Company’s Consolidated Financial Statements included in the Fiscal ~~2022~~2023 Form 10-K, on October 14, 2021, the Company issued an aggregate principal amount of $500,000 of 4.000% Senior Unsecured Notes due 2029 (“Senior Unsecured Notes”) that will mature on October 15, 2029 unless redeemed or repurchased earlier. Interest on the Senior Unsecured Notes is payable in semi-annual installments on April 15 and October 15 of each year.

The unsecured notes of 25,000 Euro ($~~27,453)~~26,548) relate to long-term debt of our European segment. There are two series, 20,000 Euro ($~~21,962)~~21,238) with an interest rate of 1.945% maturing in March 2025, and 5,000 Euro ($~~5,491)~~5,310) with an interest rate of 2.534% maturing March 2028. Other debt relates primarily to real estate loans with varying maturity dates through September 2032 and interest rates ranging from ~~2.380%~~2.38% to ~~2.870%~~2.87%.

Total contractual gross debt maturities as of October 31, 2023, prior to the November 15, 2023 amendments discussed above and in Note 19, are as follows:


For the remainder of the fiscal year ending July 31, 2023		$	3,818
For the fiscal year ending July 31, 2024		11,142
For the remainder of the fiscal year ending July 31, 2024				For the remainder of the fiscal year ending July 31, 2024	$	9,073
For the fiscal year ending July 31, 2025	For the fiscal year ending July 31, 2025	32,983		For the fiscal year ending July 31, 2025	31,895
For the fiscal year ending July 31, 2026	For the fiscal year ending July 31, 2026	1,109,372		For the fiscal year ending July 31, 2026	743,337
For the fiscal year ending July 31, 2027	For the fiscal year ending July 31, 2027	2,691		For the fiscal year ending July 31, 2027	2,602
For the fiscal year ending July 31, 2028 and thereafter		519,122
For the fiscal year ending July 31, 2028				For the fiscal year ending July 31, 2028	7,975
For the fiscal year ending July 31, 2029 and thereafter				For the fiscal year ending July 31, 2029 and thereafter	510,415
		$	1,679,128		$	1,305,297

For the ~~three~~three-month periods ended October 31, 2023 and ~~nine months ended April 30, 2023,~~October 31, 2022, interest expense on the term loan, ABL, Senior Unsecured Notes and other debt facilities ~~was $24,994~~totaled $20,327 and ~~$69,237,~~$20,179, respectively, and ~~interest expense~~ also included the amortization of capitalized fees to secure the term loan, ABL and Senior Unsecured Notes, which are being amortized over the respective terms of those arrangements, of $2,872 and $8,569, respectively. For the three and nine months ended April 30, 2022, interest expense on the term loan, ABL and other debt facilities was $19,604 and $58,059, respectively, and interest expense also included the amortization of capitalized fees to secure the term loan, ABL and Senior Unsecured Notes, which are being amortized over the respective terms of those arrangements, of $2,889 and $8,457,$2,835, respectively.

The fair value of the Company’s ~~term-loan~~term loan debt at ~~April 30,~~October 31, 2023 and July 31, ~~2022 was $1,058,043 and $1,097,136, respectively, and the~~2023 approximates carrying value. The fair value of the Company’s Senior Unsecured Notes at ~~April 30,~~October 31, 2023 and July 31, ~~2022~~2023 was ~~$408,750~~$406,100 and ~~$405,000,~~$430,650, respectively. The fair value of other debt held by the Company approximates carrying value. The fair values of the Company’s ~~term-loan~~long-term debt ~~and Senior Unsecured Notes~~ are primarily estimated using Level 2 inputs as defined by ASC 820, based on quoted prices in markets that are not active. ~~The fair value of other debt held by the Company approximates carrying value.~~

Subsequent to April 30, 2023, we made principal payments totaling $50,000 to fully pay off the outstanding balance on the asset-based credit facility and paid $85,000 against the principal balance of our U.S. term loan.

~~14.~~13. Provision for Income Taxes

The overall effective income tax rate for the three months ended ~~April 30,~~October 31, 2023 was ~~23.0%, and the effective income tax~~24.2%. This rate ~~for the nine months ended April 30, 2023~~ was ~~23.0%. These rates were both~~ favorably impacted by certain foreign tax rate differences ~~and mix of earnings between foreign and domestic operations~~ which include certain interest income not subject to corporate income tax.

The favorable foreign rate differential was partially offset by additional tax expense related to the jurisdictional mix of earnings between foreign and domestic operations during the three months ended October 31, 2023. The overall effective income tax rate for the three months ended ~~April 30,~~October 31, 2022 was ~~25.2%~~23.3%, ~~and the effective income tax rate for the nine months ended April 30, 2022~~which was ~~23.6%. These rates were both negatively~~favorably impacted by certain foreign tax provision adjustments that primarily resulted from changes in estimates while completing the prior year tax return during the three months ended April 30, 2022. The negative adjustments were partially offset byrate differences, which include certain ~~foreign~~interest income not subject to corporate income tax. The favorable foreign rate differential was partially offset by tax expense from the vesting of share-based compensation awards during the three months ended October 31, 2022.

Within the next 12 months, the Company does not anticipate any material changes in its unrecognized tax benefits as of ~~April 30,~~October 31, 2023.

The Company files income tax returns in the U.S. federal jurisdiction and in many U.S. state and foreign jurisdictions. The Company is currently under exam by certain foreign jurisdictions for fiscal years ended 2016 through 2019. For U.S. federal income tax purposes, fiscal years 2019 through 2022 remain open and could be subject to examination. In major state jurisdictions, fiscal years 2019 through 2021 remain open and could be subject to examination. In major foreign jurisdictions, fiscal years 2016 through 2021 remain open and subject to examination.2021. The Company believes it has adequately reserved for its exposure to additional payments for uncertain tax positions in its liability for unrecognized tax benefits.

~~15.~~14. Contingent Liabilities, Commitments and Legal Matters

The Company’s total commercial commitments under standby repurchase obligations on global dealer inventory financing were ~~$4,444,812~~$3,704,564 and ~~$4,308,524~~$3,893,048 as of ~~April 30,~~October 31, 2023 and July 31, ~~2022,~~2023, respectively. The commitment term is generally up to 18eighteen months.

The Company accounts for the guarantee under repurchase agreements of independent dealers’ financing by deferring a portion of the related product sale that represents the estimated fair value of the guarantee at inception. This estimate is based on recent historical experience supplemented by the Company’s assessment of current economic and other conditions affecting its independent dealers. This deferred amount is included in the repurchase and guarantee reserve balances of ~~$13,701~~$13,155 and ~~$11,346~~$12,114 as of ~~April 30,~~October 31, 2023 and July 31, ~~2022,~~2023, respectively, which is included in Other current liabilities in the Condensed Consolidated Balance Sheets.

Losses incurred related to repurchase agreements that were settled during the three ~~and nine~~ months ended ~~April 30,~~October 31, 2023 and ~~April 30,~~October 31, 2022 were not material. Based on current market conditions and other conditions affecting its independent dealers, the Company believes that any future losses under these agreements will not have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

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

A product recall was issued in late fiscal 2021 related to certain purchased parts utilized in certain of our products, and a reserve to cover anticipated costs was established at that time. ~~Starting~~Beginning in fiscal 2022, the reserve has been adjusted quarterly based on developments involving the recall, including our expectations regarding the extent of vendor reimbursements and the estimated total cost of the recall. The Company has been, and will continue to be, reimbursed for a portion of the costs it will incur related to this recall. In addition, the Company accrued expenses during fiscal 2022 based on developments related to an ongoing investigation by certain German-based authorities regarding the adequacy of historical disclosures of vehicle weight in advertisements and other Company-provided literature in Germany. The Company is fully cooperating with the investigation. In the first quarter of fiscal 2023, for both the three and nine-month periods ended April 30, 2023, the Company’s adjustments related to these matters were not material. During the three months ended April 30, 2022, the Company’s adjustments related to these two matters were not material, and during the nine months ended April 30, 2022,2024, the Company recognized ~~$32,125~~$10,000 of ~~net expense~~income as a component of selling, general and administrative ~~costs~~expense from adjustments related to these ~~two matters.~~matters, and in the first quarter of fiscal 2023, the impact of the Company’s adjustments related to these matters was not material. Based on current available information, the Company does not believe there will be a material adverse impact to our future results of operations and cash flows due to these matters.

~~16.~~

15. Leases

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

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

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

The components of lease costs for the ~~three and nine-month~~three-month periods ended ~~April 30,~~October 31, 2023 and ~~April 30,~~October 31, 2022 were as

follows:


		Three Months Ended April 30,				Nine Months Ended April 30,					Three Months Ended October 31,
		2023		2022		2023		2022				2023		2022
Operating lease cost	Operating lease cost	$	7,709	$	7,426	$	22,172	$	20,642	Operating lease cost		$	8,011	$	6,879
Finance lease cost
Finance lease cost:										Finance lease cost:
Amortization of right-of-use assets	Amortization of right-of-use assets	186		186		559		559		Amortization of right-of-use assets		186		186
Interest on lease liabilities	Interest on lease liabilities	94		116		299		361		Interest on lease liabilities		83		105
Total lease cost	Total lease cost	$	7,989	$	7,728	$	23,030	$	21,562	Total lease cost		$	8,280	$	7,170

Other information related to leases was as follows:


		Nine Months Ended April 30,					Three Months Ended October 31,
Supplemental Cash Flows Information	Supplemental Cash Flows Information	2023		2022		Supplemental Cash Flows Information	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	Operating cash flows from operating leases	$	22,092	$	20,632	Operating cash flows from operating leases	$	7,987	$	6,853
Right-of-use assets obtained in exchange for lease obligations:	Right-of-use assets obtained in exchange for lease obligations:					Right-of-use assets obtained in exchange for lease obligations:
Operating leases	Operating leases	$	13,388	$	18,050	Operating leases	$	914	$	3,395


Supplemental Balance Sheet Information	October 31, 2023		July 31, 2023
Operating leases:
Operating lease right-of-use assets	$	45,200	$	47,969

Operating lease liabilities
Other current liabilities	$	10,968	$	11,238
Other long-term liabilities	34,348		36,775
Total operating lease liabilities	$	45,316	$	48,013

Finance leases:
Finance lease right-of-use assets	$	5,331	$	5,518

Finance lease liabilities
Other current liabilities	$	779	$	754
Other long-term liabilities	2,517		2,722
Total finance lease liabilities	$	3,296	$	3,476

Supplemental Balance Sheet Information April 30, 2023 July 31, 2022
Operating leases:
Operating lease right-of-use assets $ 50,418 $ 44,407
Operating lease liabilities:
Other current liabilities $ 11,435 $ 9,406
Other long-term liabilities 38,968 34,830
Total operating lease liabilities $ 50,403 $ 44,236
Finance leases:
Finance lease right-of-use assets $ 5,704 $ 6,264
Finance lease liabilities:
Other current liabilities $ 866 $ 1,215
Other long-term liabilities 2,920 3,476
Total finance lease liabilities $ 3,786 $ 4,691

April 30, 2023

July 31, 2022

October 31, 2023

July 31, 2023

Weighted-average remaining lease term:

Operating leases

9.3 years

10.2 years

Operating leases

9.3 years

Finance leases

3.9 years

4.4 years

Finance leases

3.6 years

3.8 years

Weighted-average discount rate:

Operating leases

4.6

3.6

Operating leases

4.8

4.7

Finance leases

9.6

9.2

Finance leases

9.7

Future minimum rental payments required under operating and finance leases as of ~~April 30,~~October 31, 2023 were as follows:


		Operating Leases		Finance Leases			Operating Leases		Finance Leases
For the remainder of the fiscal year ending July 31, 2023		$	4,792	$	399
For the fiscal year ending July 31, 2024		16,558		1,059
For the remainder of the fiscal year ending July 31, 2024						For the remainder of the fiscal year ending July 31, 2024	$	12,906	$	796
For the fiscal year ending July 31, 2025	For the fiscal year ending July 31, 2025	12,723		1,083		For the fiscal year ending July 31, 2025	13,343		1,083
For the fiscal year ending July 31, 2026	For the fiscal year ending July 31, 2026	8,688		1,107		For the fiscal year ending July 31, 2026	9,397		1,107
For the fiscal year ending July 31, 2027	For the fiscal year ending July 31, 2027	6,183		896		For the fiscal year ending July 31, 2027	6,340		896
For the fiscal year ending July 31, 2028 and thereafter		20,390		58
For the fiscal year ending July 31, 2028						For the fiscal year ending July 31, 2028	4,132		58
For the fiscal year ending July 31, 2029 and thereafter						For the fiscal year ending July 31, 2029 and thereafter	15,898		—
Total future lease payments	Total future lease payments	69,334		4,602		Total future lease payments	62,016		3,940
Less: amount representing interest		(18,931)		(816)
Less: Amount representing interest						Less: Amount representing interest	(16,700)		(644)
Total reported lease liability	Total reported lease liability	$	50,403	$	3,786	Total reported lease liability	$	45,316	$	3,296

~~17.~~16. Stockholders’ Equity

~~Stock-based Compensation~~

Total stock-based compensation expense recognized in the three-month periods ended ~~April 30,~~October 31, 2023 and ~~April 30,~~October 31, 2022 for stock-based awards totaled ~~$9,672~~$10,452 and ~~$9,750, respectively. Total stock-based compensation expense recognized in the nine-month periods ended April 30, 2023 and April 30, 2022 for stock-based awards totaled $26,607 and $22,736,~~$8,392, respectively.

Share Repurchase Program

OnAs discussed in Note 17 to the Company’s Consolidated Financial Statements included in the Fiscal 2023 Form 10-K, on December 21, 2021, the Company’s Board of Directors ~~(“Board”)~~ authorized Company management to utilize up to $250,000 to repurchase shares of the Company’s common stock through December 21, 2024. On June 24, 2022, the Board authorized Company management to utilize up to an additional $448,321 to repurchase shares of the Company’s common stock through July 31, 2025.

Under the share repurchase program, the Company is authorized to repurchase, on a discretionary basis and from time-to-time, outstanding shares of its common stock in the open market, in privately negotiated transactions or by other means. The timing and amount of share repurchases will be determined at the discretion of the Company’s management team based upon the market price of the stock, management's evaluation of general market and economic conditions, cash availability and other factors. The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under the program.

During the ~~three months~~three-month period ended ~~April 30,~~October 31, 2023, the Company purchased ~~210,799~~327,876 shares of its common stock, at various times in the open market, at a weighted-average price of ~~$78.75~~$91.61 and held them as treasury shares at an aggregate purchase price of ~~$16,600,~~$30,037, all from the December 21, 2021 authorization. ~~During~~Since the ~~nine months ended April 30, 2023,~~inception of the December 21, 2021 authorization, the Company ~~repurchased 549,532~~has purchased 2,821,651 shares of its common stock, at various times in the open market, at a weighted-average price of ~~$76.44~~$84.05 and held them as treasury shares at an aggregate purchase price of $42,007, all from the December 21, 2021 authorization. Since the inception of the initial December 21, 2021 authorization, the Company has repurchased 2,493,775 shares of its common stock, at various times in the open market, at a weighted-average price of $83.05 and held them as treasury shares at an aggregate purchase price of $207,114.$237,151.

As of ~~April 30,~~October 31, 2023, the remaining amount of the Company's common stock that may be repurchased under the December 21, 2021 $250,000 authorization expiring on December 21, 2024 is ~~$42,886.~~$12,849. As of ~~April 30,~~October 31, 2023, the remaining amount of the Company’s common stock that may be repurchased under the June 24, 2022 authorization expiring on July 31, 2025 is $448,321. As of ~~April 30,~~October 31, 2023, the total remaining amount of the Company’s common stock that may be repurchased under these two authorizations is ~~$491,207.~~$461,170.

~~18.~~17. Revenue Recognition

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

Three Months Ended April 30, Nine Months Ended April 30,
NET SALES: 2023 2022 2023 2022
Recreational vehicles
North American Towables
Travel Trailers $ 679,753 $ 1,655,846 $ 2,030,451 $ 4,316,049
Fifth Wheels 444,657 984,291 1,241,516 2,550,010
Total North American Towables 1,124,410 2,640,137 3,271,967 6,866,059
North American Motorized
Class A 238,972 474,674 887,678 1,314,067
Class C 390,839 335,444 1,216,537 1,057,015
Class B 166,129 242,927 553,827 583,797
Total North American Motorized 795,940 1,053,045 2,658,042 2,954,879
Total North America 1,920,350 3,693,182 5,930,009 9,820,938
European
Motorcaravan 394,359 389,914 901,926 1,057,039
Campervan 282,415 150,157 648,717 520,778
Caravan 116,412 114,772 272,521 266,605
Other RV-related 73,565 69,159 194,827 236,307
Total European 866,751 724,002 2,017,991 2,080,729
Total recreational vehicles 2,787,101 4,417,184 7,948,000 11,901,667
Other 201,164 383,170 598,671 935,146
Intercompany eliminations (59,445) (142,837) (163,132) (346,054)
Total $ 2,928,820 $ 4,657,517 $ 8,383,539 $ 12,490,759


	Three Months Ended October 31,
NET SALES:	2023		2022
Recreational vehicles
North American Towable
Travel Trailers	$	619,538	$	822,869
Fifth Wheels	325,916		494,937
Total North American Towable	945,454		1,317,806
North American Motorized
Class A	207,911		404,578
Class C	333,776		490,787
Class B	169,472		228,154
Total North American Motorized	711,159		1,123,519
Total North America	1,656,613		2,441,325
European
Motorcaravan	346,511		239,785
Campervan	221,609		139,166
Caravan	64,627		61,615
Other RV-related	75,454		63,736
Total European	708,201		504,302
Total recreational vehicles	2,364,814		2,945,627
Other	198,921		232,648
Intercompany eliminations	(62,976)		(70,191)
Total	$	2,500,759	$	3,108,084

~~19.~~18. Accumulated Other Comprehensive Income (Loss)

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

Three Months Ended April 30, 2023
Foreign Currency
Translation
Adjustment Unrealized
Gain (Loss) on
Derivatives Other AOCI, net of tax, Attributable to THOR Non-controlling Interests Total AOCI
Balance at beginning of period, net of tax $ (97,996) $ 818 $ 1,132 $ (96,046) $ (2,614) $ (98,660)
OCI before reclassifications 21,570 21 — 21,591 22 21,613
Income taxes associated with OCI before reclassifications (1)
— (5) — (5) — (5)
Amounts reclassified from AOCI — (615) — (615) — (615)
Income taxes associated with amounts reclassified from AOCI — 147 — 147 — 147
OCI, net of tax for the fiscal period 21,570 (452) — 21,118 22 21,140
Balance at end of period, net of tax $ (76,426) $ 366 $ 1,132 $ (74,928) $ (2,592) $ (77,520)
Three Months Ended April 30, 2022
Foreign Currency
Translation
Adjustment Unrealized
Gain (Loss) on
Derivatives Other AOCI, net of tax, Attributable to THOR Non-controlling Interests Total AOCI
Balance at beginning of period, net of tax $ (50,284) $ (4,171) $ (1,248) $ (55,703) $ (1,477) $ (57,180)
OCI before reclassifications (90,526) 2,680 — (87,846) (384) (88,230)
Income taxes associated with OCI before reclassifications (1)
— (642) — (642) — (642)
Amounts reclassified from AOCI — 2,111 — 2,111 — 2,111
Income taxes associated with amounts reclassified from AOCI — (529) — (529) — (529)
OCI, net of tax for the fiscal period (90,526) 3,620 — (86,906) (384) (87,290)
Balance at end of period, net of tax $ (140,810) $ (551) $ (1,248) $ (142,609) $ (1,861) $ (144,470)


															Three Months Ended October 31, 2023
															Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax														Balance at beginning of period, net of tax	$	(68,911)	$	—	$	364	$	(68,547)	$	(2,583)	$	(71,130)
OCI before reclassifications														OCI before reclassifications	(59,924)		—		—		(59,924)		(722)		(60,646)

OCI, net of tax for the fiscal year														OCI, net of tax for the fiscal year	(59,924)		—		—		(59,924)		(722)		(60,646)
AOCI, net of tax														AOCI, net of tax	$	(128,835)	$	—	$	364	$	(128,471)	$	(3,305)	$	(131,776)

		Nine Months Ended April 30, 2023													Three Months Ended October 31, 2022
		Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI			Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax	Balance at beginning of period, net of tax	$	(183,453)	$	675	$	1,171	$	(181,607)	$	(2,205)	$	(183,812)	Balance at beginning of period, net of tax	$	(183,453)	$	675	$	1,171	$	(181,607)	$	(2,205)	$	(183,812)
OCI before reclassifications	OCI before reclassifications	107,027		966		(39)		107,954		(387)		107,567		OCI before reclassifications	(42,895)		1,123		—		(41,772)		(434)		(42,206)
Income taxes associated with OCI before reclassifications (1)	Income taxes associated with OCI before reclassifications (1)	—		(232)		—		(232)		—		(232)		Income taxes associated with OCI before reclassifications (1)	—		(269)		—		(269)		—		(269)
Amounts reclassified from AOCI	Amounts reclassified from AOCI	—		(1,368)		—		(1,368)		—		(1,368)		Amounts reclassified from AOCI	—		(62)		—		(62)		—		(62)
Income taxes associated with amounts reclassified from AOCI	Income taxes associated with amounts reclassified from AOCI	—		325		—		325		—		325		Income taxes associated with amounts reclassified from AOCI	—		12		—		12		—		12
OCI, net of tax for the fiscal period		107,027		(309)		(39)		106,679		(387)		106,292
Balance at end of period, net of tax		$	(76,426)	$	366	$	1,132	$	(74,928)	$	(2,592)	$	(77,520)
OCI, net of tax for the fiscal year														OCI, net of tax for the fiscal year	(42,895)		804		—		(42,091)		(434)		(42,525)
AOCI, net of tax														AOCI, net of tax	$	(226,348)	$	1,479	$	1,171	$	(223,698)	$	(2,639)	$	(226,337)

		Nine Months Ended April 30, 2022
		Foreign Currency Translation Adjustment		Unrealized Gain (Loss) on Derivatives		Other		AOCI, net of tax, Attributable to THOR		Non-controlling Interests		Total AOCI
Balance at beginning of period, net of tax		$	54,152	$	(8,655)	$	(876)	$	44,621	$	(772)	$	43,849
OCI before reclassifications		(194,962)		3,269		(372)		(192,065)		(1,089)		(193,154)
Income taxes associated with OCI before reclassifications (1)		—		(733)		—		(733)		—		(733)
Amounts reclassified from AOCI		—		7,375		—		7,375		—		7,375
Income taxes associated with amounts reclassified from AOCI		—		(1,807)		—		(1,807)		—		(1,807)
OCI, net of tax for the fiscal period		(194,962)		8,104		(372)		(187,230)		(1,089)		(188,319)
Balance at end of period, net of tax		$	(140,810)	$	(551)	$	(1,248)	$	(142,609)	$	(1,861)	$	(144,470)

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

19. Subsequent Event

On November 15, 2023, the Company entered into amendments to both its term loan and ABL agreements. Pursuant to the term loan amendments, the applicable margin used to determine the interest rate on U.S. dollar-denominated loans was reduced by 0.25% so that the applicable margin for Alternate Base Rate ("ABR")-based loans is 1.75% and 2.75% for SOFR-based loans. The SOFR credit spread adjustment applicable to U.S. dollar-denominated SOFR-based loans was eliminated. The applicable margin for Euro-denominated EURIBOR-based loans was unchanged. The maturity date for the term loan was extended from February 1, 2026 to November 15, 2030. Covenants and other material provisions of the term loan agreement remain materially unchanged. As of the November 15, 2023 amendment date, the principal amounts outstanding under the term loan agreement were $450,000 on the U.S. dollar-denominated term loan tranche and 330,000 Euro on the Euro-denominated term loan tranche. Pursuant to the ABL amendment, the maturity date for loans under the ABL agreement was extended from September 1, 2026 to November 15, 2028. Maximum availability under the ABL remains at $1,000,000 and there were no borrowings outstanding as of the November 15, 2023 amendment date. The applicable margin, covenants and other material provisions of the ABL remain materially unchanged.

As a result of these amendments and associated maturity date extensions, extinguishment accounting under ASC 470-50 will be applied to certain existing capitalized term loan and ABL debt costs. The Company expects to recognize total expense of approximately $20,000 in the second quarter of fiscal 2024 related to these amendments, which will primarily be a non-cash extinguishment charge included in interest expense. In addition, in the second quarter of fiscal 2024 the Company will capitalize applicable financing costs related to these amendments which will be amortized over the remaining term of the amended term loan and ABL agreements.

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

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

Forward-Looking Statements

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

•the impact of inflation on the cost of our products as well as on general consumer demand;

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

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

•the impact of sudden or significant adverse changes in the cost and/or availability of energy or fuel, including those caused by geopolitical events, on our costs of operation, on raw material prices, on our suppliers, on our independent dealers or on retail customers;

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

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

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

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

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

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

•the costs of compliance with governmental regulation;

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

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

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

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

•the impact of exchange rate fluctuations;

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

•management changes;

•the success of new and existing products and services;

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

•the ability to efficiently utilize existing production facilities;

•changes in consumer preferences;

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

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

•the loss or reduction of sales to key independent dealers, and stocking level decisions of our independent dealers;

•disruption of the delivery of units to independent dealers or the disruption of delivery of raw materials, including chassis, to our facilities;

•increasing costs for freight and transportation;

•the ability to protect our information technology systems from data breaches, cyber-attacks and/or network disruptions;

•asset impairment charges;

•competition;

•the impact of losses under repurchase agreements;

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

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

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

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

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

These and other risks and uncertainties are discussed more fully in Item 1A of our Annual Report on Form 10-K for the year ended July 31, ~~2022.~~2023.

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

Executive Overview

We were founded in 1980 and have grown to become the largest manufacturer of recreational vehicles (“RVs”) in the ~~world.~~world based on units sold and revenue. We are also the largest manufacturer of RVs in North America, and one of the largest manufacturers of RVs in Europe. In North America, according to Statistical Surveys, Inc. (“Stat Surveys”), for the ~~three~~nine months ended ~~March 31,~~September 30, 2023, THOR’s current combined U.S. and Canadian market share based on units sold was approximately 42.2% for travel trailers and fifth wheels combined and approximately ~~47.7%~~49.0% for motorhomes. In Europe, according to the European Caravan Federation (“ECF”) ~~and based on unit registrations for Europe's original equipment manufacturer (“OEM”) reporting countries,~~, our European market share for the ~~three~~nine months ended ~~March 31,~~September 30, 2023 based on units sold was approximately ~~19.9%~~21.1% for motorcaravans and campervans combined and approximately ~~18.0%~~18.5% for caravans.

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

We generally do not finance independent dealers directly, but we do provide repurchase agreements to the independent dealers’ floor plan lenders.

We generally have financed our growth through a combination of internally generated cash flows from operations and, when needed, outside credit facilities. Ongoing supply chain ~~constraints,~~challenges, particularly chassis constraints within our European operations, have and could continue to impact our business and our consolidated financial results and financial position. In addition, the impact of recent inflation on consumer confidence, which historically has been highly correlated with RV retail sales, and the impact of inflation on the availability of discretionary funds of our end consumers, combined with significantly higher interest rates compared to recent years impacting both our independent dealers and the end consumer, ~~has~~ had a negative impact on demand for our products at both the wholesale and retail levels ~~so far~~ during the first quarter of fiscal ~~2023~~2024 and are expected to continue to impact the remainder of calendar year ~~2023.~~2023 and into early calendar year 2024. These risks to our business are more fully described in Part 1, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2022.~~

~~Recent Events~~

~~Inflation Reduction Act of 2022~~

The Inflation Reduction Act of 2022 was enacted in August 2022. Among other provisions, this statute provides for a 1% tax to be imposed on the fair market value of shares repurchased by issuers whose shares are traded on an established securities market, subject to certain exceptions. The tax applies to repurchases made after December 31, 2022, and the Company believes the excise tax on repurchases will not have a material impact on the Company’s Condensed Consolidated Financial Statements.2023.

Industry Outlook — North America

The Company monitors industry conditions in the North American RV market using a number of resources including its own ~~historical~~ performance tracking and ~~our own internal forecast~~ modeling. The Company also considers monthly wholesale shipment data as reported by the RV Industry Association (“RVIA”), which is typically issued on a one-month lag and represents manufacturers’ North American RV production and delivery to ~~dealers, as well as RVIA’s forecasts which are typically published 3 to 4 times a year.~~dealers. In addition, we monitor monthly North American ~~actual~~ retail sales trends as reported by Stat Surveys, whose data is typically issued on a month-and-a-half lag. The Company believes that monthly RV retail sales data is important as consumer purchases impact future dealer orders and ultimately our production and net sales.

North American RV independent dealer inventory of our North American RV products as of ~~April 30,~~October 31, 2023 decreased ~~16.6%~~31.5% to approximately ~~113,000~~83,800 units, compared to approximately ~~135,500~~122,300 units as of ~~April 30,~~October 31, 2022. As of ~~April 30,~~October 31, 2023, we believe North American dealer inventory levels for most towable products are generally at, or slightly higher than, the levels that dealers are comfortable stocking given the current retail sales levels and associated carrying costs. We believe dealer inventory levels for motorized product lines are generally more closely aligned to ~~dealer’s~~dealers’ desired stocking levels as of the end of ~~April~~October 2023, although carrying costs, chassis availability and retail sales activity have been factors considered as ~~the~~ dealers determine their appropriate stocking levels. We believe dealers will continue to closely evaluate the unit stocking levels that they will elect to carry in future periods, which may be less than historical unit stocking levels, due to a combination of factors such as retail activity, RV wholesale prices as well as interest rates and other carrying costs.

THOR’s North American RV backlog as of ~~April 30,~~October 31, 2023 decreased ~~$8,979,517,~~$2,398,793, or ~~81.6%~~54.1%, to ~~$2,020,198~~$2,033,345 compared to ~~$10,999,715~~$4,432,138 as of ~~April 30,~~October 31, 2022. The decrease in backlog is primarily a result of a reduction in recent orders from dealers due to lower retail sales and dealer concerns over current interest costs and other carrying costs compared to the ~~current dealer stocking level assessments noted above.~~prior-year period.

North American Industry Wholesale Statistics

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

U.S. and Canada Wholesale Unit Shipments
Calendar Quarter Ended March 31, Increase %
2023 2022 (Decrease) Change
North American Towable Units 65,208 155,687 (90,479) (58.1)
North American Motorized Units 13,392 15,779 (2,387) (15.1)
Total 78,600 171,466 (92,866) (54.2)


	U.S. and Canada Wholesale Unit Shipments
	Nine Months Ended September 30,		Increase	%
	2023	2022	(Decrease)	Change
North American Towable units	202,361	369,772	(167,411)	(45.3)
North American Motorized units	35,760	45,822	(10,062)	(22.0)
Total	238,121	415,594	(177,473)	(42.7)

In ~~June~~August 2023, RVIA ~~issued a revised~~reconfirmed its forecast for calendar year 2023 wholesale unit shipments. Under ~~the RVIA’s~~a most likely scenario, towable and motorized unit shipments are projected to be approximately 249,300 units and 47,800 units, respectively, for an annual total of approximately 297,100 units, down 39.8% from the 2022 calendar year wholesale shipments. ~~The RVIA’s~~According to RVIA, the most likely forecast for calendar year 2023 ~~of 297,100 total units~~ could range from a lower estimate of approximately 287,200 total units to an upper estimate of approximately 307,000 units.

As part of their August 2023 forecast, RVIA also released their initial estimates for calendar year 2024 wholesale unit shipments. In the most likely scenario, total annual towable and motorized unit shipments are projected to increase to approximately 369,700 units, or 24.4% higher than the most likely scenario for calendar year 2023 wholesale shipments. According to RVIA, this calendar year 2024 most likely forecast could range from a lower estimate of approximately 363,700 total units to an upper estimate of approximately 375,700 total units. The RVIA is expected to release further revisions to their forecasts for calendar years 2023 and 2024 in early December 2023, which will take into consideration current economic conditions and recent wholesale retail shipment data.

North American Industry Retail Statistics

~~We believe that retail demand is the key to the North American RV industry.~~

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

U.S. and Canada Retail Unit Registrations
Calendar Quarter Ended March 31, Increase %
2023 2022 (Decrease) Change
North American Towable Units 71,201 97,266 (26,065) (26.8)
North American Motorized Units 10,680 13,038 (2,358) (18.1)
Total 81,881 110,304 (28,423) (25.8)


	U.S. and Canada Retail Unit Registrations
	Nine Months Ended September 30,		Increase	%
	2023	2022	(Decrease)	Change
North American Towable units	278,057	339,128	(61,071)	(18.0)
North American Motorized units	36,872	39,749	(2,877)	(7.2)
Total	314,929	378,877	(63,948)	(16.9)

Note: Data reported by Stat Surveys is based on official state and provincial records. This information is subject to adjustment, is continuously updated and is often impacted by delays in reporting by various states or provinces.

We believe that near-term wholesale demand from our independent dealers will be impacted by anticipated and actual retail demand, unit costs, interest rates and dealers’ desired inventory stocking levels, among other factors, and that near-term North American retail consumer interest has grown in recent years due to an increasing interest in the RV lifestyle and the ability to connect with nature, and further accelerated since the onset of the COVID-19 pandemic, particularly in calendar 2021, which resulted in record retail sales during that period. While we anticipate that near-term demand will ~~also~~ be influenced by ~~a number of~~many factors, including consumer confidence and the level of consumer spending on discretionary products, ~~interest rates and the rate of inflation. We~~we believe future retail demand over the longer term will exceed historical, pre-pandemic levels as consumers continue to value the perceived benefits offered by the RV lifestyle, which provides people with a personal space to maintain social distance in a safe manner, the ability to connect with loved ones and the potential to get away for short, frequent breaks or longer adventures. We believe that North American retail consumer demand had started to grow even before the COVID-19 pandemic due to an increasing interest in the RV lifestyle and the ability to connect with nature, and then accelerated with the onset of the pandemic, particularly in calendar 2021 and the first half of calendar 2022, which resulted in record retail sales during these periods. We believe the additional exposure to the RV lifestyle during this time will bring new and repeat retail buyers to the market over the longer term. We are also encouraged about the long-term demand given the continued robust web traffic to our websites and independent dealer websites, which in the past has been a positive indicator of future demand for our products.

Company North American Wholesale Statistics

The ~~Company’s~~Company's North American wholesale RV shipments, for the ~~calendar quarters~~nine-month periods ended ~~March 31,~~September 30, 2023 and 2022 to correspond to the North American industry wholesale periods noted above, were as follows:

U.S. and Canada Wholesale Unit Shipments
Calendar Quarter Ended March 31, Increase %
2023 2022 (Decrease) Change
North American Towable Units 24,707 68,720 (44,013) (64.0)
North American Motorized Units 5,855 8,311 (2,456) (29.6)
Total 30,562 77,031 (46,469) (60.3)


	U.S. and Canada Wholesale Unit Shipments
	Nine Months Ended September 30,		Increase	%
	2023	2022	(Decrease)	Change
North American Towable units	77,828	156,777	(78,949)	(50.4)
North American Motorized units	16,775	23,243	(6,468)	(27.8)
Total	94,603	180,020	(85,417)	(47.4)

Company North American Retail Statistics

Retail statistics of the Company’s North American RV products, as reported by Stat Surveys, for the ~~calendar quarters~~nine-month periods ended ~~March 31,~~September 30, 2023 and 2022 to correspond to the North American industry retail periods noted above, were as follows:

U.S. and Canada Retail Unit Registrations
Calendar Quarter Ended March 31, Increase %
2023 2022 (Decrease) Change
North American Towable Units 29,245 38,624 (9,379) (24.3)
North American Motorized Units 5,097 6,591 (1,494) (22.7)
Total 34,342 45,215 (10,873) (24.0)


	U.S. and Canada Retail Unit Registrations
	Nine Months Ended September 30,		Increase	%
	2023	2022	(Decrease)	Change
North American Towable units	113,890	139,206	(25,316)	(18.2)
North American Motorized units	18,084	19,350	(1,266)	(6.5)
Total	131,974	158,556	(26,582)	(16.8)

North American Outlook

Historically, RV industry sales have been impacted by a number of economic conditions faced by our independent dealers, and ultimately retail consumers, such as the rate of unemployment, the rate of inflation, the level of consumer confidence, the disposable income of consumers, interest rates, credit availability, the health of the housing market, tax rates and fuel availability and prices. We believe these factors will continue to affect retail sales in fiscal ~~2023.~~2024. In addition, due to inflationary pressures, higher interest rates and other factors, we believe that in fiscal ~~2023~~2024 our independent dealers will be continuously reevaluating their desired stocking levels, which may result in lower than historical dealer inventory stocking levels on a unit basis. It is difficult to predict the extent to which any or all of these factors will impact the RV industry or our business in a particular future period, however, we currently believe the ~~remaining quarter of fiscal 2023 and the~~ early portion of fiscal 2024 will continue to be negatively impacted by these factors, especially when compared to our ~~strong~~stronger early fiscal 2023 and fiscal 2022 ~~and fiscal 2021~~ results. The COVID-19 pandemic caused a significant surge in demand for RVs beginning in earnest in fiscal 2021, which, when combined with the supply chain challenges resulting from the pandemic’s disruption of the North American economy, caused a significant increase in our revenues and backlog in calendar 2021. The first half of calendar 2022 saw continued robust wholesale demand as dealers restocked their inventories, in particular with towable products, and we were able to reduce our backlog as we filled outstanding orders. We believe the impact of the factors identified above contributed to the reduced consumer demand in calendar 2022 and calendar 2023, as reflected in the reduced new RV registrations, compared to the record RV registrations in calendar 2021.

Despite the near-term challenges, we remain optimistic about future growth in North American retail sales in the long term, as there are many factors driving product ~~demand.~~interest. Surveys conducted by THOR, RVIA and others show that Americans of all generations love the freedom of the outdoors and the enrichment that comes with living an active lifestyle. RVs allow people to be in control of their travel experiences, going where they want, when they want and with the people they want. The RV units we design, produce and sell allow people to spend time outdoors pursuing their favorite activities, creating cherished moments and deeply connecting with family and friends. Based on the ~~increasing value~~importance consumers place on these factors, we expect to see long-term growth in the North American RV industry. The recent multi-year growth in industry-wide RV sales has also resulted in exposing a ~~much~~ wider range of consumers to the RV lifestyle. We believe many of those who have been recently exposed to the industry for the first time will become future owners, and that those who became first-time owners since the ~~onset of the~~COVID-19 pandemic will become long-term RVers, resulting in future repeat and upgrade sales opportunities. We also believe consumers are likely to continue altering their future vacation and travel plans, opting for fewer vacations via air travel, cruise ships and hotels, and preferring vacations that RVs are uniquely positioned to provide, allowing consumers the ability to explore or unwind, often close to home. In addition, we believe that the availability of camping and RV parking facilities will be an important factor in the future growth of the industry and view both the significant recent investments and the future committed investments by campground owners, states and the federal government in camping facilities and accessibility to state and federal parks and forests to be positive long-term factors.

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

While we have recently seen improvement in the supply of chassis infrom North ~~America recently~~American suppliers from some, but not all, chassis suppliers, we do not believe the chassis supply chain is fully back to pre-pandemic ~~normalcy.~~levels. It is ~~currently~~ extremely difficult to predict when or whether future supply chain issues related to chassis will arise. Modifying available chassis for certain motorized products to use for other products is not a viable alternative, particularly in the short term, due to engineering requirements. These factors may continue to negatively impact our production schedule and cost structure as we try to balance our production and personnel staffing levels and schedules to the available chassis, often with short notice. The North American recreational vehicle industry has, from time to time in the past, experienced shortages of chassis for various reasons, including component shortages, production delays or other production issues and work stoppages at the chassis manufacturers.

While the North American RV industry has at times faced supply shortages or delivery delays of other, non-chassis, raw material components, our supply chain has been resilient enough to support our ~~fiscal 2023~~recent demand. If shortages of chassis or other component parts were to become more significant, or if other factors were to impact our suppliers' ability to fully supply our needs for key components, our costs of such components and our production output could be adversely affected. Where possible, we continue to work closely with our suppliers on various supply chain strategies to minimize any constraints, and we will continue to identify alternative suppliers where possible.

Industry Outlook — Europe

The Company monitors industry conditions in the European RV market using a number of resources including its own performance tracking and modeling. The Company also considers retail trends in the European RV market as reported by the ~~ECF, whose industry data is reported to the public quarterly~~European Caravan Federation (“ECF”) and ~~typically issued on a one-to-two-month lag. Additionally, on~~its members. On a monthly basis, the Company receives ~~OEM-specific~~original equipment manufacturer ("OEM")-specific reports ~~from~~for most of the individual member countries that make up the ~~ECF. As~~ECF through the Caravaning Industrie Verband e.V. (“CIVD”). The timing of these reports ~~are coming directly from the ECF member countries, timing and content~~may vary, but typically ~~the reports~~they are issued on a one-to-two-month ~~lag as well.~~lag. While most countries provide OEM-specific information, the United Kingdom, which made up ~~21.2%~~19.5% and ~~8.5%~~8.3% of the caravan and motorcaravan (including campervans) European market for the ~~three~~nine months ended ~~March 31,~~September 30, 2023, respectively, does not provide OEM-specific information. Industry wholesale shipment data for the European RV market is not available.

Within Europe, over 90% of our sales are made to dealers within 10 different European countries. The market conditions, as well as the operating status of our independent dealers within each country, vary based on the various local economic and other conditions. It is inherently difficult to generalize about the operating conditions within the entire European region. However, independent RV dealer inventory levels of our European products are generally below historic levels in the various countries we serve. Within Germany, which accounts for approximately 60% of our European product sales, independent dealer inventory levels are ~~currently~~generally in line with or slightly below historical norms.

Independent dealer inventory of our European RV products as of October 31, 2023 was approximately 21,900 units. Comparable independent dealer inventory unit information was not available as of October 31, 2022. During fiscal 2023 European dealer inventory levels have grown from a period of low levels. Caravan and urban vehicle product lines are no longer considered below target stocking levels, but motorcaravans are still slightly below normal.

THOR’s European RVRecreational Vehicle backlog as of ~~April 30,~~October 31, 2023 increased ~~$596,272,~~$345,966, or ~~20.7%~~11.6%, to ~~$3,474,324~~$3,331,171 compared to ~~$2,878,052~~$2,985,205 as of ~~April 30,~~October 31, 2022, with the increase primarily due to increased selling ~~prices.~~prices compared to the prior year.

European Industry Retail Statistics

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


		European Unit Registrations							European Unit Registrations
		Motorcaravan and Campervan (2)			Caravan				Motorcaravan and Campervan (2)			Caravan
		Calendar Quarter Ended March 31,		%	Calendar Quarter Ended March 31,		%		Nine Months Ended September 30,		%	Nine Months Ended September 30,		%
		2023	2022	Change	2023	2022	Change		2023	2022	Change	2023	2022	Change
OEM Reporting Countries (1)	OEM Reporting Countries (1)	33,322	35,039	(4.9)	11,387	12,889	(11.7)	OEM Reporting Countries (1)	106,316	111,057	(4.3)	40,056	47,343	(15.4)
Non-OEM Reporting Countries (1)	Non-OEM Reporting Countries (1)	4,318	4,131	4.5	3,814	4,677	(18.5)	Non-OEM Reporting Countries (1)	13,668	13,412	1.9	11,905	12,518	(4.9)
Total	Total	37,640	39,170	(3.9)	15,201	17,566	(13.5)	Total	119,984	124,469	(3.6)	51,961	59,861	(13.2)

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

(2)The ECF reports motorcaravans and campervans together.

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

Company European Retail Statistics (1)


		European Unit Registrations (1)					European Unit Registrations (1)
		Calendar Quarter Ended March 31,		Increase	%		Nine Months Ended September 30,		Increase	%
		2023	2022	(Decrease)	Change		2023	2022	(Decrease)	Change
Motorcaravan and Campervan	Motorcaravan and Campervan	6,634	7,724	(1,090)	(14.1)	Motorcaravan and Campervan	22,415	24,005	(1,590)	(6.6)
Caravan	Caravan	2,045	2,146	(101)	(4.7)	Caravan	7,407	8,840	(1,433)	(16.2)
Total OEM-Reporting Countries	Total OEM-Reporting Countries	8,679	9,870	(1,191)	(12.1)	Total OEM-Reporting Countries	29,822	32,845	(3,023)	(9.2)

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

Note: Data from the ECF is subject to ~~adjustment,~~adjustments, is continuously updated and is often impacted by delays in reporting by various countries.

European Outlook

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

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

Prior to the COVID-19 pandemic, we and our independent European dealers marketed our European recreational vehicles through numerous RV fairs at the country and regional levels which occurred throughout the calendar year. These fairs have historically been well-attended events that allowed retail consumers the ability to see the newest products, features and designs and to talk with product experts in addition to being able to purchase or order an RV. Since the start of the COVID-19 pandemic, the protection of the health of our employees, customers and dealers has been our top priority. As a result, we ~~canceled~~cancelled our participation in most European trade fairs and major events in calendar 2021 and ~~had~~ limited participation in early calendar 2022. We did, however, attend the Caravan Salon show in Dusseldorf in late August/early September 2022 and ~~the CMT Stuttgart show in January 2023. We are also participating~~participated in other major fiscal 2023 retail shows. The ~~2022~~most recent 2023 Caravan Salon show in late August 2023 experienced near record attendance, demonstrating the high level of interest in the RV lifestyle despite the current macroeconomic uncertainties facing many consumers. In addition to our attendance at various strategic trade fairs going forward, we have and will continue to strengthen and expand our digital activities ~~in order~~ to reach high potential target groups, generate leads and steer customers directly to dealerships. With approximately 1,100 active independent dealers in Germany and throughout Europe with whom we do business, we believe our European brands have one of the strongest and most professionally structured dealer and service networks in Europe.

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

We continue to receive communications from our European chassis suppliers that due to a number of factors, including (1) supply constraints of key components that they require for the manufacturing of chassis, such as semiconductor chips and engines, (2) demand outpacing their ~~current~~ production capacity ~~(3) operational issues at certain OEMs,~~ and ~~(4)~~(3) personnel shortages, their production ~~and delivery~~ of chassis ~~in the quantity and sequence of our needs will continue to~~could be negatively ~~impact us.~~impacted. Throughout fiscal 2022 and ~~continuing into the third quarter of~~ fiscal 2023, we experienced delays in the receipt of, and significant reductions in the volume of, chassis from our European chassis suppliers, limiting our ability to further increase production of our motorized products. We expect these ongoing challenges to ~~continue~~persist through calendar year 2023 and into early calendar year 2024 and, in particular, anticipate both continued delays in ~~the~~ receipt of chassis in Europe and disruptions in the sequence of delivery of chassis. ~~As a result, these~~These chassis supply factors will inhibit our ability to consistently maintain our planned production levels and will limit our ability to ramp up production and sales of certain products despite dealer demand for those products. Uncertainties related to changing emission standards may also impact the ~~future~~ availability of chassis used in our production of certain European motorized RVs and could also impact consumer buying patterns.

In Europe, we also continue to experience cost increases, supply shortages and delivery delays of other, non-chassis, raw material components which negatively impacted our ability to further ramp up production and sales in ~~the current~~ fiscal ~~year,~~2023, and which resulted in the continuation of an elevated level of ~~work in process~~work-in-process inventory on hand. We believe these shortages and delays will continue to result in production delays or adjusted production rates in the near term, which will limit our ability to ~~ramp up~~maintain consistent, planned production ~~and sales to meet existing demand~~levels and will have a negative impact on our European operating results, as we balance our labor and overhead costs to rapidly changing production schedules.

Where possible, to minimize the future impact of these supply chain constraints, we have identified a second-source supplier base for certain component parts, however, the overall scope of supply chain constraints within Europe and the engineering requirements required with an alternate component part, particularly the chassis ~~upon which~~ our various units are built upon, has limited the impact of these alternative suppliers on reducing our near-term supply constraints.

In addition to material supply constraints, labor shortages may also impact our European operations. Currently, we are experiencing a shortage of available skilled workers due to near full employment rates in the European countries where we have manufacturing sites.

Three Months Ended ~~April 30,~~October 31, 2023 Compared to the Three Months Ended ~~April 30,~~October 31, 2022


NET SALES:	NET SALES:	Three Months Ended April 30, 2023		Three Months Ended April 30, 2022		Change Amount		% Change	NET SALES:	Three Months Ended October 31, 2023		Three Months Ended October 31, 2022		Change Amount		% Change
Recreational vehicles	Recreational vehicles								Recreational vehicles
North American Towables		$	1,124,410	$	2,640,137	$	(1,515,727)	(57.4)
North American Towable									North American Towable	$	945,454	$	1,317,806	$	(372,352)	(28.3)
North American Motorized	North American Motorized	795,940		1,053,045		(257,105)		(24.4)	North American Motorized	711,159		1,123,519		(412,360)		(36.7)
Total North America	Total North America	1,920,350		3,693,182		(1,772,832)		(48.0)	Total North America	1,656,613		2,441,325		(784,712)		(32.1)
European	European	866,751		724,002		142,749		19.7	European	708,201		504,302		203,899		40.4
Total recreational vehicles	Total recreational vehicles	2,787,101		4,417,184		(1,630,083)		(36.9)	Total recreational vehicles	2,364,814		2,945,627		(580,813)		(19.7)
Other	Other	201,164		383,170		(182,006)		(47.5)	Other	198,921		232,648		(33,727)		(14.5)
Intercompany eliminations	Intercompany eliminations	(59,445)		(142,837)		83,392		58.4	Intercompany eliminations	(62,976)		(70,191)		7,215		10.3
Total	Total	$	2,928,820	$	4,657,517	$	(1,728,697)	(37.1)	Total	$	2,500,759	$	3,108,084	$	(607,325)	(19.5)


# OF UNITS:
Recreational vehicles
North American Towable	28,107	32,291	(4,184)	(13.0)
North American Motorized	5,582	8,150	(2,568)	(31.5)
Total North America	33,689	40,441	(6,752)	(16.7)
European	11,892	9,950	1,942	19.5
Total	45,581	50,391	(4,810)	(9.5)


# OF UNITS:
GROSS PROFIT:						GROSS PROFIT:			% of Segment Net Sales			% of Segment Net Sales	Change Amount		% Change
Recreational vehicles	Recreational vehicles					Recreational vehicles
North American Towables		29,716	69,550	(39,834)	(57.3)
North American Towable						North American Towable	$	118,011	12.5	$	195,866	14.9	$	(77,855)	(39.7)
North American Motorized	North American Motorized	6,203	7,873	(1,670)	(21.2)	North American Motorized	79,392		11.2	185,735		16.5	(106,343)		(57.3)
Total North America	Total North America	35,919	77,423	(41,504)	(53.6)	Total North America	197,403		11.9	381,601		15.6	(184,198)		(48.3)
European	European	15,593	16,001	(408)	(2.5)	European	122,828		17.3	68,865		13.7	53,963		78.4
Total recreational vehicles						Total recreational vehicles	320,231		13.5	450,466		15.3	(130,235)		(28.9)
Other, net						Other, net	37,701		19.0	36,010		15.5	1,691		4.7
Total	Total	51,512	93,424	(41,912)	(44.9)	Total	$	357,932	14.3	$	486,476	15.7	$	(128,544)	(26.4)

GROSS PROFIT: % of
Segment
Net Sales % of
Segment
Net Sales Change
Amount %
Change
Recreational vehicles
North American Towables $ 143,988 12.8 $ 453,907 17.2 $ (309,919) (68.3)
North American Motorized 93,307 11.7 173,904 16.5 (80,597) (46.3)
Total North America 237,295 12.4 627,811 17.0 (390,516) (62.2)
European 151,780 17.5 99,845 13.8 51,935 52.0
Total recreational vehicles 389,075 14.0 727,656 16.5 (338,581) (46.5)
Other, net 43,562 21.7 79,789 20.8 (36,227) (45.4)
Total $ 432,637 14.8 $ 807,445 17.3 $ (374,808) (46.4)


SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:	SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:										SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational vehicles	Recreational vehicles										Recreational vehicles
North American Towables		$	60,180	5.4	$	118,913	4.5	$	(58,733)	(49.4)
North American Towable											North American Towable	$	63,816	6.7	$	78,046	5.9	$	(14,230)	(18.2)
North American Motorized	North American Motorized	41,880		5.3	54,800		5.2	(12,920)		(23.6)	North American Motorized	38,475		5.4	58,177		5.2	(19,702)		(33.9)
Total North America	Total North America	102,060		5.3	173,713		4.7	(71,653)		(41.2)	Total North America	102,291		6.2	136,223		5.6	(33,932)		(24.9)
European	European	65,065		7.5	62,590		8.6	2,475		4.0	European	79,689		11.3	62,896		12.5	16,793		26.7
Total recreational vehicles	Total recreational vehicles	167,125		6.0	236,303		5.3	(69,178)		(29.3)	Total recreational vehicles	181,980		7.7	199,119		6.8	(17,139)		(8.6)
Other	Other	15,217		7.6	22,537		5.9	(7,320)		(32.5)	Other	17,769		8.9	19,082		8.2	(1,313)		(6.9)
Corporate	Corporate	27,702		—	22,836		—	4,866		21.3	Corporate	18,147		—	23,423		—	(5,276)		(22.5)
Total	Total	$	210,044	7.2	$	281,676	6.0	$	(71,632)	(25.4)	Total	$	217,896	8.7	$	241,624	7.8	$	(23,728)	(9.8)


INCOME (LOSS) BEFORE INCOME TAXES:	INCOME (LOSS) BEFORE INCOME TAXES:	Three Months Ended April 30, 2023		% of Segment Net Sales	Three Months Ended April 30, 2022		% of Segment Net Sales	Change Amount		% Change	INCOME (LOSS) BEFORE INCOME TAXES:	Three Months Ended October 31, 2023		% of Segment Net Sales	Three Months Ended October 31, 2022		% of Segment Net Sales	Change Amount		% Change
Recreational vehicles	Recreational vehicles										Recreational vehicles
North American Towables		$	77,583	6.9	$	326,697	12.4	$	(249,114)	(76.3)
North American Towable											North American Towable	$	49,249	5.2	$	111,007	8.4	$	(61,758)	(55.6)
North American Motorized	North American Motorized	48,186		6.1	116,293		11.0	(68,107)		(58.6)	North American Motorized	37,052		5.2	124,433		11.1	(87,381)		(70.2)
Total North America	Total North America	125,769		6.5	442,990		12.0	(317,221)		(71.6)	Total North America	86,301		5.2	235,440		9.6	(149,139)		(63.3)
European	European	72,401		8.4	20,559		2.8	51,842		252.2	European	28,767		4.1	(6,468)		(1.3)	35,235		544.8
Total recreational vehicles	Total recreational vehicles	198,170		7.1	463,549		10.5	(265,379)		(57.2)	Total recreational vehicles	115,068		4.9	228,972		7.8	(113,904)		(49.7)
Other, net	Other, net	16,970		8.4	46,910		12.2	(29,940)		(63.8)	Other, net	9,476		4.8	4,745		2.0	4,731		99.7
Corporate	Corporate	(59,689)		—	(48,052)		—	(11,637)		(24.2)	Corporate	(51,962)		—	(54,446)		—	2,484		4.6
Total	Total	$	155,451	5.3	$	462,407	9.9	$	(306,956)	(66.4)	Total	$	72,582	2.9	$	179,271	5.8	$	(106,689)	(59.5)


ORDER BACKLOG:	ORDER BACKLOG:	As of April 30, 2023		As of April 30, 2022		Change Amount		% Change	ORDER BACKLOG:	As of October 31, 2023		As of October 31, 2022		Change Amount		% Change
Recreational vehicles	Recreational vehicles								Recreational vehicles
North American Towables		$	757,127	$	6,899,675	$	(6,142,548)	(89.0)
North American Towable									North American Towable	$	795,798	$	1,567,829	$	(772,031)	(49.2)
North American Motorized	North American Motorized	1,263,071		4,100,040		(2,836,969)		(69.2)	North American Motorized	1,237,547		2,864,309		(1,626,762)		(56.8)
Total North America	Total North America	2,020,198		10,999,715		(8,979,517)		(81.6)	Total North America	2,033,345		4,432,138		(2,398,793)		(54.1)
European	European	3,474,324		2,878,052		596,272		20.7	European	3,331,171		2,985,205		345,966		11.6
Total	Total	$	5,494,522	$	13,877,767	$	(8,383,245)	(60.4)	Total	$	5,364,516	$	7,417,343	$	(2,052,827)	(27.7)

CONSOLIDATED

Consolidated net sales for the three months ended ~~April 30,~~October 31, 2023 decreased ~~$1,728,697,~~$607,325, or ~~37.1%~~19.5%, compared to the three months ended ~~April 30,~~October 31, 2022. ~~The decrease in consolidated net sales is primarily due to lower dealer and consumer demand in comparison to the prior-year period, primarily in the North American Towables segment.~~ Approximately ~~29.6%~~28.3% of the Company’s consolidated net sales for the quarter ended ~~April 30,~~October 31, 2023 were transacted in a currency other than the U.S. dollar. The Company’s most material exchange rate exposure is sales in Euros. The $607,325, or 19.5%, decrease in consolidated net sales, includes a decrease of $19,794 from the change in currency exchange rates between the two periods. To determine this impact, net sales transacted in currencies other than U.S. dollars have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative period.

Consolidated gross profit for the three months ended April 30, 2023 decreased $374,808, or 46.4%, compared to the three months ended April 30, 2022. Consolidated gross profit was 14.8% of consolidated net sales for the three months ended April 30, 2023 and 17.3% for the three months ended April 30, 2022. The decreases in consolidated gross profit and the consolidated gross profit percentage were both primarily due to the impact of the decrease in consolidated net sales in the current-year period compared to the prior-year period.

Selling, general and administrative expenses for the three months ended April 30, 2023 decreased $71,632, or 25.4%, compared to the three months ended April 30, 2022, primarily due to the 37.1% decrease in consolidated net sales.

The decrease of $306,956, or 66.4%, in income before income taxes for the three months ended April 30, 2023 as compared to the three months ended April 30, 2022 was primarily driven by the decrease in consolidated net sales and the decrease in the consolidated gross profit percentage noted above.

The overall effective income tax rate for the three months ended April 30, 2023 was 23.0% compared with 25.2% for the three months ended April 30, 2022. The primary reason for the decrease in the overall effective income tax rate was certain unfavorable tax provision adjustments that primarily resulted from changes in estimates while completing the prior-year tax return that were made during the three months ended April 30, 2022.

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

The $4,866 increase in Corporate costs included in consolidated selling, general and administrative expense for the three months ended April 30, 2023 compared to the three months ended April 30, 2022 primarily relates to an increase ~~in deferred compensation expense~~ of $8,810 due to market value fluctuations between the two periods, partially offset by a decrease in incentive compensation of $1,970 due to the decrease in income before income taxes compared to the prior-year period, and costs recorded at Corporate related to our standby repurchase obligations decreased by $1,900 due to a decrease in dealer inventory levels in the current-year period as compared to a large increase in dealer inventory levels in the prior-year period.

The $6,771 increase in net expense in Corporate interest and other income and expense for the three months ended April 30, 2023 compared to the three months ended April 30, 2022 includes an increase in net interest expense and fees of $3,382 on our debt primarily due to higher interest rates compared to the prior-year period, and a nominal non-cash foreign currency gain on certain Euro-denominated loans in the current-year period as compared to a $6,770 gain in the prior-year period. In addition, the current-year period included operating losses of $4,688 related to our Roadpass Digital joint venture as discussed in Note 9 to the Condensed Consolidated Financial Statements. These increases were partially offset by a favorable change of $8,642 in the fair value of the Company's deferred compensation plan assets due to market fluctuations between the two periods.

~~Segment Reporting~~

~~NORTH AMERICAN TOWABLE RECREATIONAL VEHICLES~~

~~Analysis of the change in net sales for the three months ended April 30, 2023 compared to the three months ended April 30, 2022:~~

Three Months Ended
April 30, 2023 % of
Segment
Net Sales Three Months Ended
April 30, 2022 % of
Segment
Net Sales Change Amount
%
Change
NET SALES:
North American Towables
Travel Trailers $ 679,753 60.5 $ 1,655,846 62.7 $ (976,093) (58.9)
Fifth Wheels 444,657 39.5 984,291 37.3 (539,634) (54.8)
Total North American Towables $ 1,124,410 100.0 $ 2,640,137 100.0 $ (1,515,727) (57.4)
Three Months Ended
April 30, 2023 % of
Segment
Shipments Three Months Ended
April 30, 2022 % of
Segment
Shipments Change Amount
%
Change
# OF UNITS:
North American Towables
Travel Trailers 22,257 74.9 55,660 80.0 (33,403) (60.0)
Fifth Wheels 7,459 25.1 13,890 20.0 (6,431) (46.3)
Total North American Towables 29,716 100.0 69,550 100.0 (39,834) (57.3)
IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:
%
Change
North American Towables
Travel Trailers 1.1
Fifth Wheels (8.5)
Total North American Towables (0.1)

The decrease in total North American towables net sales of 57.4% compared to the prior-year quarter resulted from a 57.3% decrease in unit shipments and a 0.1% decrease in the overall net price per unit due to the combined impact of changes in price and product mix, which included selling price increases since the prior year being offset by increased sales discounts. The decrease in unit shipments is primarily due to a softening in current dealer and consumer demand in comparison with the unusually strong third-quarter demand in the prior-year quarter, which included independent dealers restocking their towable lot inventory levels. According to statistics published by RVIA, for the three months ended April 30, 2023, combined North American travel trailer and fifth wheel wholesale unit shipments decreased 53.1% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the three months ended March 31, 2023 and 2022, our North American market share for travel trailers and fifth wheels combined was 42.2% and 40.7%, respectively. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The modest increase in the overall net price per unit within the travel trailer product line of 1.1% is primarily due to the favorable impacts of selling price increases and product mix changes compared to the prior-year period being mostly offset by increased sales discounts. The decrease in the overall net price per unit within the fifth wheel product line of 8.5% was primarily due to the impact of higher sales discounting levels.

North American towables cost of products sold decreased $1,205,808 to $980,422, or 87.2% of North American towables net sales, for the three months ended April 30, 2023 compared to $2,186,230, or 82.8% of North American towables net sales, for the three months ended April 30, 2022. The changes in material, labor, freight-out and warranty costs comprised $1,166,857 of the $1,205,808 decrease in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American towables net sales increased to 79.8% for the three months ended April 30, 2023 compared to 78.2% for the three months ended April 30, 2022, primarily as a result of increases in the warranty and direct labor percentages compared to the prior-year period, partially offset by a decrease in the material cost percentage due to the combined favorable impacts of product mix changes, net selling price increases and cost saving initiatives exceeding the impact of increased sales discounts. Total manufacturing overhead decreased $38,951 in correlation with the decrease in sales, but increased as a percentage of North American towables net sales from 4.6% to 7.4% as the significantly decreased net sales levels resulted in higher overhead costs per unit sold.

The decrease in North American towables gross profit of $309,919 for the three months ended April 30, 2023 compared to the three months ended April 30, 2022 was driven primarily by the decrease in net sales and the decrease in the gross profit percentage is due to the increase in the cost of products sold percentage noted above.

The decrease in North American towables selling, general and administrative expenses of $58,733 for the three months ended April 30, 2023 compared to the three months ended April 30, 2022 is primarily due to the decrease in North American towables net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by $61,045. The increase in the overall selling, general and administrative expense as a percentage of North American towable net sales is primarily due to the decrease in net sales.

The decrease in North American towables income before income taxes of $77,583, or 6.9% of North American towables net sales for the three months ended April 30, 2023 compared to income before income taxes of $326,697, or 12.4% of North American towables net sales for the three months ended April 30, 2022 was primarily attributable to the decrease in North American towables net sales, and the primary reasons for the decrease in percentage were the increases in both the cost of products sold and selling, general and administrative expense percentages noted above.

~~NORTH AMERICAN MOTORIZED RECREATIONAL~~ ~~VEHICLES~~

~~Analysis of the change in net sales for the three months ended April 30, 2023 compared to the three months ended April 30, 2022:~~

Three Months Ended
April 30, 2023 % of
Segment
Net Sales Three Months Ended
April 30, 2022 % of
Segment
Net Sales Change
Amount
%
Change
NET SALES:
North American Motorized
Class A $ 238,972 30.0 $ 474,674 45.1 $ (235,702) (49.7)
Class C 390,839 49.1 335,444 31.9 55,395 16.5
Class B 166,129 20.9 242,927 23.0 (76,798) (31.6)
Total North American Motorized $ 795,940 100.0 $ 1,053,045 100.0 $ (257,105) (24.4)
Three Months Ended
April 30, 2023 % of
Segment
Shipments Three Months Ended
April 30, 2022 % of
Segment
Shipments Change
Amount
%
Change
# OF UNITS:
North American Motorized
Class A 1,206 19.4 2,463 31.3 (1,257) (51.0)
Class C 3,563 57.4 3,131 39.8 432 13.8
Class B 1,434 23.2 2,279 28.9 (845) (37.1)
Total North American Motorized 6,203 100.0 7,873 100.0 (1,670) (21.2)
IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:
%
Change
North American Motorized
Class A 1.3
Class C 2.7
Class B 5.5
Total North American Motorized (3.2)

The decrease in total North American motorized net sales of 24.4% compared to the prior-year quarter resulted from a 21.2% decrease in unit shipments and a 3.2% decrease in the overall net price per unit due to the combined impact of changes in product price and mix. The 3.2% decrease in the overall net price per unit, in spite of the increase in net price per unit within each product category, is due to the higher combined concentration of the more moderately priced Class B and Class C units in the current-year period compared to the more expensive Class A units. According to statistics published by RVIA, for the three months ended April 30, 2023, combined North American motorhome wholesale unit shipments decreased 15.6% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the three months ended March 31, 2023 and 2022, our North American market share for motorhomes was 47.7% and 50.6%, respectively. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The increases in the overall net price per unit within the Class A product line of 1.3% and the Class C product line of 2.7% were primarily due to net selling price increases since the prior-year period to offset higher material and other input costs, partially offset by increased discounting. The increase in the overall net price per unit within the Class B product line of 5.5% is primarily due to net selling price increases since the prior-year period and a higher concentration of sales of higher-priced Class B products in the current-year period.

North American motorized cost of products sold decreased $176,508 to $702,633, or 88.3% of North American motorized net sales, for the three months ended April 30, 2023 compared to $879,141, or 83.5% of North American motorized net sales, for the three months ended April 30, 2022. The changes in material, labor, freight-out and warranty costs comprised $171,316 of the $176,508 decrease primarily due to the decreased net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of North American motorized net sales increased to 82.5% for the three months ended April 30, 2023 compared to 78.6% for the three months ended April 30, 2022, with the increase due to an increase in the material cost percentage, primarily due to higher sales discounts, and an increase in the warranty cost percentage. Total manufacturing overhead decreased $5,192 in correlation with the net sales decrease, but increased as a percentage of North American motorized net sales from 4.9% to 5.8% as the decrease in net sales levels resulted in higher overhead costs per unit sold.

The decrease in North American motorized gross profit of $80,597 for the three months ended April 30, 2023 compared to the three months ended April 30, 2022 was driven by the decrease in net sales, and the decrease in the gross profit percentage is due to the increase in the cost of products sold percentage noted above.

The decrease in North American motorized selling, general and administrative expenses of $12,920 for the three months ended April 30, 2023 compared to the three months ended April 30, 2022 was primarily due to the decrease in North American motorized net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by $15,275. The increase in the overall selling, general and administrative expense as a percentage of North American motorized net sales is primarily due to the decrease in net sales.

The decrease in North American motorized income before income taxes of $68,107 for the three months ended April 30, 2023 compared to the three months ended April 30, 2022 was primarily due to the decrease in North American motorized net sales, and the primary reasons for the decrease in percentage were the increases in both the cost of products sold and selling, general and administrative expense percentages noted above.

~~EUROPEAN RECREATIONAL VEHICLES~~

~~Analysis of the change in net sales for the three months ended April 30, 2023 compared to the three months ended April 30, 2022:~~

Three Months Ended
April 30, 2023 % of
Segment
Net Sales Three Months Ended
April 30, 2022 % of
Segment
Net Sales Change
Amount
%
Change
NET SALES:
European
Motorcaravan $ 394,359 45.5 $ 389,914 53.9 $ 4,445 1.1
Campervan 282,415 32.6 150,157 20.7 132,258 88.1
Caravan 116,412 13.4 114,772 15.9 1,640 1.4
Other 73,565 8.5 69,159 9.5 4,406 6.4
Total European $ 866,751 100.0 $ 724,002 100.0 $ 142,749 19.7
Three Months Ended
April 30, 2023 % of
Segment
Shipments Three Months Ended
April 30, 2022 % of
Segment
Shipments Change
Amount
%
Change
# OF UNITS:
European
Motorcaravan 5,339 34.2 6,368 39.8 (1,029) (16.2)
Campervan 5,694 36.5 4,171 26.1 1,523 36.5
Caravan 4,560 29.3 5,462 34.1 (902) (16.5)
Total European 15,593 100.0 16,001 100.0 (408) (2.5)

IMPACT OF CHANGES IN FOREIGN CURRENCY, PRODUCT MIX AND PRICE ON NET SALES:
Foreign Currency % Mix and Price % %
Change
European
Motorcaravan (2.7) 20.0 17.3
Campervan (2.7) 54.3 51.6
Caravan (2.7) 20.6 17.9
Total European (2.7) 24.9 22.2

The increase in total European recreational vehicle net sales of 19.7% compared to the prior-year quarter resulted from a 2.5% decrease in unit shipments and a 22.2% increase in the overall net price per unit due to the total combined impact of changes in foreign currency, product mix and price. The increase in European recreational vehicle net sales of $142,749 includes a decrease of $19,794, or 2.7%, due to the decrease in foreign exchange rates since the prior-year period.

The overall net price per unit increase of 22.2% includes a 2.7% decrease due to the impact of foreign currency exchange rate changes and a 24.9% increase due to the combined impact of product mix and selling price increases to offset increased material and other input costs.

The constant-currency increases in the overall net price per unit within the Motorcaravan product line of 20.0% and within the Caravan product line of 20.6% were primarily due to the impact of selling price increases and product mix changes. The Campervan product line constant-currency increase of 54.3% includes the impact of selling price increases and product mix changes, in addition to the current-year period including a much higher concentration of Campervan units with a purchased chassis that is included in the sales price as opposed to units with a customer-supplied chassis that is not included in the sales price.

European recreational vehicle cost of products sold increased $90,814 to $714,971, or 82.5% of European recreational vehicle net sales, for the three months ended April 30, 2023 compared to $624,157, or 86.2% of European recreational vehicle net sales, for the three months ended April 30, 2022. The changes in material, labor, freight-out and warranty costs comprised $75,701 of the $90,814 increase primarily due to the increased Campervan net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of European recreational vehicle net sales decreased to 73.0% for the three months ended April 30, 2023 compared to 76.9% for the three months ended April 30, 2022, with the decrease primarily due to a decrease in the material cost percentage due to net selling price increases and product mix changes. The labor cost percentage also improved. Total manufacturing overhead increased $15,113 with the increase in net sales, and increased slightly as a percentage of European recreational vehicle net sales from 9.3% to 9.5%.

European recreational vehicle gross profit increased $51,935 for the three months ended April 30, 2023 compared to the three months ended April 30, 2022 primarily due to the decrease in the cost of products sold percentage noted above.

European recreational vehicle selling, general and administrative expenses increased $2,475 for the three months ended April 30, 2023 compared to the three months ended April 30, 2022 primarily due to the increase in European recreational vehicle net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by $1,770. The decrease in the overall selling, general and administrative expense as a percentage of European recreational vehicle net sales is primarily due to the increase in net sales noted above.

European recreational vehicle income before income taxes was $72,401, or approximately 8.4% of European recreational vehicle net sales, for the three months ended April 30, 2023 compared to income before income taxes of $20,559, or 2.8% of European recreational vehicle net sales, for the three months ended April 30, 2022. The primary reason for the increase in income before income taxes was the increase in European recreational vehicle net sales and the improvements in the cost of products sold and selling, general and administrative expense percentages noted above.

~~Nine Months Ended April 30, 2023 Compared to the Nine Months Ended April 30, 2022~~

NET SALES: Nine Months Ended
April 30, 2023 Nine Months Ended
April 30, 2022 Change
Amount %
Change
Recreational vehicles
North American Towables $ 3,271,967 $ 6,866,059 $ (3,594,092) (52.3)
North American Motorized 2,658,042 2,954,879 (296,837) (10.0)
Total North America 5,930,009 9,820,938 (3,890,929) (39.6)
European 2,017,991 2,080,729 (62,738) (3.0)
Total recreational vehicles 7,948,000 11,901,667 (3,953,667) (33.2)
Other 598,671 935,146 (336,475) (36.0)
Intercompany eliminations (163,132) (346,054) 182,922 52.9
Total $ 8,383,539 $ 12,490,759 $ (4,107,220) (32.9)

# OF UNITS:
Recreational vehicles
North American Towables 81,941 194,231 (112,290) (57.8)
North American Motorized 19,791 22,589 (2,798) (12.4)
Total North America 101,732 216,820 (115,088) (53.1)
European 38,131 43,189 (5,058) (11.7)
Total 139,863 260,009 (120,146) (46.2)

GROSS PROFIT: % of
Segment
Net Sales % of
Segment
Net Sales Change
Amount %
Change
Recreational vehicles
North American Towables $ 392,717 12.0 $ 1,239,162 18.0 $ (846,445) (68.3)
North American Motorized 386,254 14.5 469,906 15.9 (83,652) (17.8)
Total North America 778,971 13.1 1,709,068 17.4 (930,097) (54.4)
European 312,075 15.5 257,418 12.4 54,657 21.2
Total recreational vehicles 1,091,046 13.7 1,966,486 16.5 (875,440) (44.5)
Other, net 111,002 18.5 171,657 18.4 (60,655) (35.3)
Total $ 1,202,048 14.3 $ 2,138,143 17.1 $ (936,095) (43.8)

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreational vehicles
North American Towables $ 192,181 5.9 $ 345,778 5.0 $ (153,597) (44.4)
North American Motorized 142,475 5.4 152,535 5.2 (10,060) (6.6)
Total North America 334,656 5.6 498,313 5.1 (163,657) (32.8)
European 192,942 9.6 193,170 9.3 (228) (0.1)
Total recreational vehicles 527,598 6.6 691,483 5.8 (163,885) (23.7)
Other 50,592 8.5 55,982 6.0 (5,390) (9.6)
Corporate 82,221 — 97,544 — (15,323) (15.7)
Total $ 660,411 7.9 $ 845,009 6.8 $ (184,598) (21.8)

INCOME (LOSS) BEFORE INCOME TAXES: Nine Months Ended
April 30, 2023 % of
Segment
Net Sales Nine Months Ended
April 30, 2022 % of
Segment
Net Sales Change
Amount %
Change
Recreational vehicles
North American Towables $ 181,471 5.5 $ 868,874 12.7 $ (687,403) (79.1)
North American Motorized 234,163 8.8 309,228 10.5 (75,065) (24.3)
Total North America 415,634 7.0 1,178,102 12.0 (762,468) (64.7)
European 77,948 3.9 12,248 0.6 65,700 536.4
Total recreational vehicles 493,582 6.2 1,190,350 10.0 (696,768) (58.5)
Other, net 30,004 5.0 93,531 10.0 (63,527) (67.9)
Corporate (156,146) — (162,379) — 6,233 3.8
Total $ 367,440 4.4 $ 1,121,502 9.0 $ (754,062) (67.2)

~~CONSOLIDATED~~

Consolidated net sales for the nine months ended April 30, 2023 decreased $4,107,220, or 32.9%, compared to the nine months ended April 30, 2022. The decrease in consolidated net sales is primarily due to lower current dealer and consumer demand in comparison to record demand in the prior-year period, primarily in the North American Towables segment. Approximately 24.1% of the Company’s net sales for the nine months ended April 30, 2023 were transacted in a currency other than the U.S. dollar. The Company’s most material exchange rate exposure is sales in Euros. The decrease in consolidated net sales includes a decrease of $162,249$50,604 from the change in currency exchange rates between the two periods. To determine this impact, net sales transacted in currencies other than U.S. dollars have been translated to U.S. dollars using the average exchange rates that were in effect during the comparative periods.

Consolidated gross profit for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 decreased ~~$936,095~~$128,544, or 26.4%, compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022. Consolidated gross profit was 14.3% of consolidated net sales for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 and ~~17.1%~~15.7% for the ~~nine~~three months ended ~~April 30,~~October 31, 2022. The decreases in consolidated gross profit and the consolidated gross profit percentage were both primarily due to the impact of the decrease in consolidated net sales in the current-year ~~period~~quarter compared to the prior-year ~~period.~~quarter.

Selling, general and administrative expenses for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 decreased ~~$184,598,~~$23,728, or ~~21.8%~~9.8%, compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022, primarily due to the ~~32.9%~~19.5% decrease in consolidated net sales and athe decrease in ~~net costs~~consolidated income before income taxes, which resulted in lower related ~~to the ongoing investigation of the Company’s advertising practices in Germany~~commissions and ~~a product recall as discussed in Note 15 to the Condensed Consolidated Financial Statements.~~other incentive compensation.

The decrease of ~~$754,062,~~$106,689, or ~~67.2%~~59.5%, in income before income taxes for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022 was primarily driven by the decrease in consolidated net ~~sales and the decrease in the consolidated gross profit percentage noted above.~~sales.

The overall effective income tax rate for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 was ~~23.0%~~24.2% compared with ~~23.6%~~23.3% for the ~~nine~~three months ended ~~April 30,~~October 31, 2022. The primary reason for the ~~decrease in~~increase relates to the ~~overall effective~~jurisdictional mix of pre-tax income ~~tax rate was certain unfavorable tax provision adjustments that primarily resulted from changes in estimates while completing~~between foreign and domestic operations between the ~~prior-year tax return that were made during the nine months ended April 30, 2022.~~comparable periods.

~~The $15,323 decrease in~~ Corporate costs included in consolidated selling, general and administrative expenses decreased $5,276 for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to the ~~nine~~three months ended ~~April 30, 2022, primarily related to expenses accrued in~~October 31, 2022. This decrease includes $10,000 of income from adjustments made during the ~~prior-year period~~quarter related to the ~~ongoing investigation of the Company’s advertising practices in Germany as~~matters discussed in Note 1514 to the Condensed Consolidated Financial ~~Statements. This~~Statements, a decrease ~~also includes~~in deferred compensation expense of $1,547, which was effectively offset by the decrease in other income related to the deferred compensation plan assets, as noted below, and a decrease in incentive compensation of ~~$5,321~~$1,489 due to the decrease in income before income taxes compared to the prior-year period, and a decrease of $5,100 in costs recorded at Corporate related to our standby repurchase obligations due to a small decrease in dealer inventory levels in the current-year period as compared to a large increase in dealer inventory levels in the prior-year period.quarter. These decreases were partially offset by aincreases in stock-based compensation expense ~~increase~~ of ~~$4,600,~~$2,392, other wages of $2,124, legal and ~~deferred compensation increased $11,807 due to market fluctuations between the two periods.~~professional fees of $1,365 and innovation-led research and development costs of $1,589.

~~The $9,090 increase in net~~Net expense infor Corporate interest and other income and ~~expense~~expenses increased $2,792 for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022, which included the unfavorable change of $1,930 in the fair value of the Company’s deferred compensation plan assets and the current period includes losses of $5,935 related to our equity investments, as discussed in Note 8 to the Condensed Consolidated Financial Statements. These unfavorable changes were partially offset by an increase in ~~net~~ interest ~~expense and fees~~income of ~~$7,999 on our debt~~$3,584, primarily ~~due to higher~~from increased interest rates, ~~compared to~~and an increase in the ~~prior-year period, and a decrease of $7,819 in~~ non-cash foreign currency gains on certain Euro-denominated loans ~~in the current-year period as compared to the prior-year period. In addition, the current-year period included operating losses~~ of $6,248 related to our Roadpass Digital joint venture as discussed in Note 9 to the Condensed Consolidated Financial Statements. These increases in net expense were partially offset by the favorable change of $11,852 in the fair value of the Company's deferred compensation plan assets due to market fluctuations between the two periods.

$1,145.

Segment Reporting

NORTH AMERICAN TOWABLE RECREATIONAL VEHICLES

Analysis of the change in net sales for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022:


		Nine Months Ended April 30, 2023		% of Segment Net Sales	Nine Months Ended April 30, 2022		% of Segment Net Sales	Change Amount		% Change		Three Months Ended October 31, 2023		% of Segment Net Sales	Three Months Ended October 31, 2022		% of Segment Net Sales	Change Amount		% Change
NET SALES:	NET SALES:										NET SALES:
North American Towables
North American Towable											North American Towable
Travel Trailers	Travel Trailers	$	2,030,451	62.1	$	4,316,049	62.9	$	(2,285,598)	(53.0)	Travel Trailers	$	619,538	65.5	$	822,869	62.4	$	(203,331)	(24.7)
Fifth Wheels	Fifth Wheels	1,241,516		37.9	2,550,010		37.1	(1,308,494)		(51.3)	Fifth Wheels	325,916		34.5	494,937		37.6	(169,021)		(34.2)
Total North American Towables		$	3,271,967	100.0	$	6,866,059	100.0	$	(3,594,092)	(52.3)
Total North American Towable											Total North American Towable	$	945,454	100.0	$	1,317,806	100.0	$	(372,352)	(28.3)

		Nine Months Ended April 30, 2023		% of Segment Shipments	Nine Months Ended April 30, 2022		% of Segment Shipments	Change Amount		% Change		Three Months Ended October 31, 2023		% of Segment Shipments	Three Months Ended October 31, 2022		% of Segment Shipments	Change Amount		% Change
# OF UNITS:	# OF UNITS:										# OF UNITS:
North American Towables
North American Towable											North American Towable
Travel Trailers	Travel Trailers	63,106		77.0	155,896		80.3	(92,790)		(59.5)	Travel Trailers	22,630		80.5	25,355		78.5	(2,725)		(10.7)
Fifth Wheels	Fifth Wheels	18,835		23.0	38,335		19.7	(19,500)		(50.9)	Fifth Wheels	5,477		19.5	6,936		21.5	(1,459)		(21.0)
Total North American Towables		81,941		100.0	194,231		100.0	(112,290)		(57.8)
Total North American Towable											Total North American Towable	28,107		100.0	32,291		100.0	(4,184)		(13.0)

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:	IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									% Change	IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									% Change
North American Towables
North American Towable											North American Towable
Travel Trailers	Travel Trailers									6.5	Travel Trailers									(14.0)
Fifth Wheels	Fifth Wheels									(0.4)	Fifth Wheels									(13.2)
Total North American Towables										5.5
Total North American Towable											Total North American Towable									(15.3)

The decrease in total North American ~~towables~~Towable net sales of ~~52.3%~~28.3% compared to the prior-year ~~period~~quarter resulted from a ~~57.8%~~13.0% decrease in unit shipments and a ~~5.5% increase~~15.3% decrease in the overall net price per unit due to the combined impact of changes in ~~price and~~ product mix and price, which included ~~net selling price increases~~elevated sales discounts compared to ~~help offset higher material costs.~~the prior-year quarter. The decrease in unit shipments is primarily due to a softening in dealer and consumer demand in comparison with ~~the record~~ demand in the prior-year ~~period, which included independent dealers restocking their inventory unit stock levels.~~quarter. According to statistics published by RVIA, for the ~~nine~~three months ended ~~April 30,~~October 31, 2023, combined North American travel trailer and fifth wheel wholesale unit shipments decreased ~~53.5%~~9.2% compared to the same period last year. According to the most recently published statistics from Stat Surveys, for the ~~nine-month periods~~three months ended ~~March 31,~~September 30, 2023 and 2022, our North American market share for travel trailers and fifth wheels combined was ~~42.1%~~41.1% and ~~41.4%~~42.6%, respectively. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The ~~increase~~decreases in the overall net price per unit within both the travel trailer product line of ~~6.5% was primarily due to the impact of selling price increases, primarily to offset higher material costs,~~14.0% and ~~product mix changes compared to the prior-year period, partially offset by increased sales discounts. The slight decrease in the overall net price per unit within~~ the fifth wheel product line of ~~0.4% was~~13.2% were primarily due to the combined impact of ~~selling price increases, primarily due~~higher sales discounting levels and product mix changes trending toward more moderately priced units as compared to ~~higher material costs, being offset by elevated sales discounting.~~the prior-year quarter.

North American ~~towables~~Towable cost of products sold decreased ~~$2,747,647~~$294,497 to ~~$2,879,250,~~$827,443, or ~~88.0%~~87.5% of North American ~~towables~~Towable net sales, for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to ~~$5,626,897,~~$1,121,940, or ~~82.0%~~85.1% of North American ~~towables~~Towable net sales, for the ~~nine~~three months ended ~~April 30,~~October 31, 2022. The changes in material, labor, freight-out and warranty costs comprised ~~$2,652,386~~$285,217 of the ~~$2,747,647~~$294,497 decrease in cost of products sold. Material, labor, freight-out and warranty costs as a combined percentage of North American ~~towables~~Towable net sales increased to ~~80.4%~~80.0% for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to ~~77.0%~~79.0% for the ~~nine~~three months ended ~~April 30,~~October 31, 2022, primarily as a result of ~~an increase~~increased sales discounts, which effectively decreased net selling prices and correspondingly increased all cost percentages. The combined material, labor, freight-out and warranty costs as a percentage of gross North American Towable net sales before the effects of discounting decreased, primarily due to a decrease in the material cost percentage ~~compared to~~from the ~~prior-year period due to increased sales discounts, which effectively decrease~~combined favorable impacts of net selling ~~prices and correspondingly increase the material cost percentage, as well as higher~~price increases, stable raw material costs, ~~since the prior-year period. The warranty cost percentage also increased.~~ cost-savings initiatives and product mix changes.

Total manufacturing overhead decreased ~~$95,261~~$9,280 in correlation with the decrease in net sales, but increased as a percentage of North American ~~towables~~Towable net sales from ~~5.0%~~6.1% to ~~7.6%,~~7.5% as the decreased net sales levels resulted in higher overhead costs per unit sold.

The decrease ~~of $846,445~~ in North American ~~towables~~Towable gross profit of $77,855 for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022 was driven by the decrease in net sales and the decrease in the gross profit percentage is due to the increase in the cost of products sold percentage noted above.

The decrease ~~of $153,597~~ in North American ~~towables~~Towable selling, general and administrative expenses of $14,230 for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022 ~~includes~~was primarily due to the ~~impact of the decrease~~decreases in North American ~~towables~~Towable net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by ~~$149,946. The remaining decrease is primarily due to a decrease in settlement costs~~$15,501. Costs related to a product recall related to certain purchased parts utilized in certain of our North American towable products, as discussed in Note 15 to the Condensed Consolidated Financial Statements. These decreases were partially offset by an increase of $7,640 in sales-related travel, advertising and promotions costs, as certain dealer shows attended in the current-year period were canceledvehicle repurchases increased $2,666 from historically low levels in the prior-year period, ~~due to COVID-19 concerns.~~and professional fees and related settlement costs also increased $1,409. The increase in the overall selling, general and administrative expense as a percentage of North American ~~towables~~towable net sales is primarily due to the decrease in North American towable net sales.

The decrease ~~of $687,403~~ in North American ~~towables~~Towable income before income taxes of $61,758 for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 as compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022 ~~was~~is primarily due to the decrease in North American ~~towables~~Towable net sales, and the primary ~~reason~~reasons for the decrease in percentage ~~was~~were the ~~increase~~increases in both the cost of products sold ~~percentage~~and selling, general and administrative expense percentages noted above.

NORTH AMERICAN MOTORIZED RECREATIONAL VEHICLES

Analysis of the change in net sales for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022:


		Nine Months Ended April 30, 2023		% of Segment Net Sales	Nine Months Ended April 30, 2022		% of Segment Net Sales	Change Amount		% Change		Three Months Ended October 31, 2023		% of Segment Net Sales	Three Months Ended October 31, 2022		% of Segment Net Sales	Change Amount		% Change
NET SALES:	NET SALES:										NET SALES:
North American Motorized	North American Motorized										North American Motorized
Class A	Class A	$	887,678	33.4	$	1,314,067	44.5	$	(426,389)	(32.4)	Class A	$	207,911	29.2	$	404,578	36.0	$	(196,667)	(48.6)
Class C	Class C	1,216,537		45.8	1,057,015		35.8	159,522		15.1	Class C	333,776		46.9	490,787		43.7	(157,011)		(32.0)
Class B	Class B	553,827		20.8	583,797		19.7	(29,970)		(5.1)	Class B	169,472		23.9	228,154		20.3	(58,682)		(25.7)
Total North American Motorized	Total North American Motorized	$	2,658,042	100.0	$	2,954,879	100.0	$	(296,837)	(10.0)	Total North American Motorized	$	711,159	100.0	$	1,123,519	100.0	$	(412,360)	(36.7)

		Nine Months Ended April 30, 2023		% of Segment Shipments	Nine Months Ended April 30, 2022		% of Segment Shipments	Change Amount		% Change		Three Months Ended October 31, 2023		% of Segment Shipments	Three Months Ended October 31, 2022		% of Segment Shipments	Change Amount		% Change
# OF UNITS:	# OF UNITS:										# OF UNITS:
North American Motorized	North American Motorized										North American Motorized
Class A	Class A	4,326		21.9	6,689		29.6	(2,363)		(35.3)	Class A	1,080		19.3	1,926		23.6	(846)		(43.9)
Class C	Class C	10,844		54.8	10,268		45.5	576		5.6	Class C	3,045		54.6	4,346		53.3	(1,301)		(29.9)
Class B	Class B	4,621		23.3	5,632		24.9	(1,011)		(18.0)	Class B	1,457		26.1	1,878		23.1	(421)		(22.4)
Total North American Motorized	Total North American Motorized	19,791		100.0	22,589		100.0	(2,798)		(12.4)	Total North American Motorized	5,582		100.0	8,150		100.0	(2,568)		(31.5)

IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:	IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									% Change	IMPACT OF CHANGE IN PRODUCT MIX AND PRICE ON NET SALES:									% Change
North American Motorized	North American Motorized										North American Motorized
Class A	Class A									2.9	Class A									(4.7)
Class C	Class C									9.5	Class C									(2.1)
Class B	Class B									12.9	Class B									(3.3)
Total North American Motorized	Total North American Motorized									2.4	Total North American Motorized									(5.2)

The decrease in total North American ~~motorized~~Motorized net sales of ~~10.0%~~36.7% compared to the prior-year ~~period~~quarter resulted from a ~~12.4%~~31.5% decrease in unit shipments ~~due to softening dealer and consumer demand,~~ and a ~~2.4% increase~~5.2% decrease in the overall net price per unit due to the ~~combined~~ impact of changes in product ~~price~~mix and ~~mix,~~price, which included ~~net selling price increases~~elevated sales discounts compared to ~~help offset higher material~~the prior-year quarter. The decrease in unit shipments is primarily due to a softening in current dealer and ~~other input costs.~~consumer demand in comparison with the demand in the prior-year quarter, which included significant independent dealer restocking of certain motorized products. According to statistics published by RVIA, for the ~~nine~~three months ended ~~April 30,~~October 31, 2023, combined North American motorhome wholesale unit shipments decreased ~~5.5%~~32.6% compared to the same period last year. According to the most recently published statistics ~~published by~~from Stat Surveys, for the ~~nine-month periods~~three months ended ~~March 31,~~September 30, 2023 and 2022, our North American market share for motorhomes was ~~47.3%~~49.1% and ~~48.5%~~47.1%, respectively. Comparisons of Company shipments to industry shipments on a quarterly basis would not necessarily be indicative of the results expected for a full fiscal year.

The ~~increase~~decreases in the overall net price per unit within the Class A product line of 2.9% was primarily due to net selling price increases since the prior-year period to offset known and anticipated material and other input cost increases, partially offset by a higher concentration of sales of the more moderately-priced gas Class A products in the current-year period. The increase in the overall net price per unit within4.7%, the Class C product line of ~~9.5% was primarily due to net selling price increases since the prior-year period to offset higher material~~2.1% and ~~other input costs as well as product mix changes. The increase in the overall net price per unit within~~ the Class B product line of ~~12.9% was~~3.3% were all primarily due to ~~net selling price increases~~higher discounting levels since the prior-year ~~period,~~quarter, and ~~a higher concentration of sales of higher-priced Class B products in~~consumers trending toward more moderately-priced units compared to the ~~current-year period.~~

prior-year quarter.

North American ~~motorized~~Motorized cost of products sold decreased ~~$213,185~~$306,017 to ~~$2,271,788,~~$631,767, or ~~85.5%~~88.8% of North American ~~motorized~~Motorized net sales, for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to ~~$2,484,973,~~$937,784, or ~~84.1%~~83.5% of North American ~~motorized~~Motorized net sales, for the ~~nine~~three months ended ~~April 30,~~October 31, 2022. The changes in material, labor, freight-out and warranty costs comprised ~~$212,110~~$291,238 of the ~~$213,185~~$306,017 decrease primarily due to the decreased net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of North American ~~motorized~~Motorized net sales increased to ~~79.9%~~83.2% for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to ~~79.0%~~78.6% for the ~~nine~~three months ended ~~April 30,~~October 31, 2022, with the increase primarily due to an increase in the ~~warranty~~material cost percentage. The material cost percentage increase is primarily a result of increased sales discounts, which effectively decreased net selling prices and correspondingly increased the material cost percentage, increased chassis costs and product mix changes toward Class B and Class C units, which carry a higher chassis cost percentage than Class A units.

Total manufacturing overhead decreased ~~$1,075~~$14,779 in correlation with the net sales decrease, but increased as a percentage of North American ~~motorized~~Motorized net sales from ~~5.1%~~4.9% to 5.6% as the decrease in net sales levels resulted in ~~slightly~~ higher overhead costs per unit sold.

The decrease ~~of $83,652~~ in North American ~~motorized~~Motorized gross profit of $106,343 for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022 was driven by the decrease in net sales, ~~while~~and the ~~increase~~decrease in the gross profit percentage is due to the ~~decrease~~increase in the cost of products sold percentage noted above.

The decrease ~~of $10,060~~ in North American ~~motorized~~Motorized selling, general and administrative expenses of $19,702 for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022 iswas primarily due to the decreases in North American ~~motorized~~Motorized net sales and income before income taxes, which caused related commissions, incentive and other compensation to decrease by ~~$19,338. This decrease was~~$20,534, partially offset by an increase in sales-related travel, advertising and promotional costs of $2,383, as certain dealer shows attended in the current-year period were canceled in the prior-year period due to COVID-19 concerns, and an increase in professional fees and related settlement ~~and RV repurchase~~ costs of ~~$5,765.~~$1,442. The increase in the overall selling, general and administrative expense as a percentage of North American Motorized net sales is primarily due to the decrease in North American Motorized net sales.

The decrease ~~of $75,065~~ in North American ~~motorized~~Motorized income before income taxes of $87,381 for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022 was primarily due to the decrease in North American ~~motorized~~Motorized net sales, and the primary reason for the decrease in percentage was the increase in the cost of products sold percentage noted above.

EUROPEAN RECREATIONAL VEHICLES

Analysis of the change in net sales for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022:


		Nine Months Ended April 30, 2023		% of Segment Net Sales	Nine Months Ended April 30, 2022		% of Segment Net Sales	Change Amount		% Change		Three Months Ended October 31, 2023		% of Segment Net Sales	Three Months Ended October 31, 2022		% of Segment Net Sales	Change Amount		% Change
NET SALES:	NET SALES:										NET SALES:
European	European										European
Motorcaravan	Motorcaravan	$	901,926	44.7	$	1,057,039	50.8	$	(155,113)	(14.7)	Motorcaravan	$	346,511	48.9	$	239,785	47.5	$	106,726	44.5
Campervan	Campervan	648,717		32.1	520,778		25.0	127,939		24.6	Campervan	221,609		31.3	139,166		27.6	82,443		59.2
Caravan	Caravan	272,521		13.5	266,605		12.8	5,916		2.2	Caravan	64,627		9.1	61,615		12.2	3,012		4.9
Other	Other	194,827		9.7	236,307		11.4	(41,480)		(17.6)	Other	75,454		10.7	63,736		12.7	11,718		18.4
Total European	Total European	$	2,017,991	100.0	$	2,080,729	100.0	$	(62,738)	(3.0)	Total European	$	708,201	100.0	$	504,302	100.0	$	203,899	40.4

		Nine Months Ended April 30, 2023		% of Segment Shipments	Nine Months Ended April 30, 2022		% of Segment Shipments	Change Amount		% Change		Three Months Ended October 31, 2023		% of Segment Shipments	Three Months Ended October 31, 2022		% of Segment Shipments	Change Amount		% Change
# OF UNITS:	# OF UNITS:										# OF UNITS:
European	European										European
Motorcaravan	Motorcaravan	12,523		32.8	17,430		40.4	(4,907)		(28.2)	Motorcaravan	4,550		38.3	3,552		35.7	998		28.1
Campervan	Campervan	13,853		36.3	13,349		30.9	504		3.8	Campervan	4,740		39.9	3,333		33.5	1,407		42.2
Caravan	Caravan	11,755		30.9	12,410		28.7	(655)		(5.3)	Caravan	2,602		21.8	3,065		30.8	(463)		(15.1)
Total European	Total European	38,131		100.0	43,189		100.0	(5,058)		(11.7)	Total European	11,892		100.0	9,950		100.0	1,942		19.5


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

		Foreign Currency %	Mix and Price %	% Change		Foreign Currency %	Mix and Price %	% Change

European	European				European
Motorcaravan	Motorcaravan	(7.8)	21.3	13.5	Motorcaravan	10.0	6.4	16.4
Campervan	Campervan	(7.8)	28.6	20.8	Campervan	10.0	7.0	17.0
Caravan	Caravan	(7.8)	15.3	7.5	Caravan	10.0	10.0	20.0
Total European	Total European	(7.8)	16.5	8.7	Total European	10.0	10.9	20.9

The ~~decrease~~increase in total European ~~recreational vehicle~~Recreational Vehicle net sales of ~~3.0%~~40.4% compared to the prior-year ~~period~~quarter resulted from ~~an 11.7% decrease~~a 19.5% increase in unit shipments and ~~an 8.7%~~a 20.9% increase in the overall net price per unit due to the total ~~combined~~ impact of changes in foreign currency, product mix and price. The ~~decrease~~increase in total European ~~recreational vehicle~~Recreational Vehicle net sales of ~~$62,738~~$203,899 includes ~~a decrease~~an increase of ~~$162,249,~~$50,604, or ~~7.8%~~10.0% of the ~~3.0% decrease,~~40.4% increase, due to the ~~decrease~~increase in foreign exchange rates ~~since~~compared to the prior-year period. ~~Sales on a constant-currency basis increased by 4.8%.~~

The overall net price per unit increase of ~~8.7%~~20.9% includes a ~~7.8% decrease~~10.0% increase due to the impact of foreign currency exchange rate changes and a ~~16.5%~~10.9% increase due to the ~~combined~~ impact of product mix and ~~selling price increases to offset increased material and other input costs.~~price.

The constant-currency increases in the overall net price per unit within the Motorcaravan product line of ~~21.3%~~6.4% and the Campervan product line of ~~28.6%~~7.0% were primarily due to the impact of selling price increases and product mix changes. In addition, the current-year quarter included a higher concentration of Campervan units with a purchased chassis that is included in the unit sales price as opposed to units with a customer-supplied chassis that is not included in the unit sales price. The increase in the overall net price per unit due to product mix and price within the Caravan product line of ~~15.3%~~10.0% was primarily due to the impact of selling price increases.

European ~~recreational vehicle~~Recreational Vehicle cost of products sold ~~decreased $117,395~~increased $149,936 to ~~$1,705,916,~~$585,373, or ~~84.5%~~82.7% of European ~~recreational vehicle~~Recreational Vehicle net sales, for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to ~~$1,823,311,~~$435,437, or ~~87.6%~~86.3% of European ~~recreational vehicle~~Recreational Vehicle net sales, for the ~~nine~~three months ended ~~April 30,~~October 31, 2022. The changes in material, labor, freight-out and warranty costs comprised ~~$119,892~~$129,991 of the ~~$117,395 decrease.~~$149,936 increase primarily due to the increased net sales volume. Material, labor, freight-out and warranty costs as a combined percentage of European ~~recreational vehicle~~Recreational Vehicle net sales decreased to ~~73.9%~~71.4% for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to ~~77.5%~~74.4% for the ~~nine~~three months ended ~~April 30,~~October 31, 2022, with the decrease primarily due to a decrease in the material cost percentage due to net selling price increases and product mix changes. The labor ~~and warranty~~ cost ~~percentages~~percentage also ~~both~~ improved.

Total manufacturing overhead increased $19,945 with the increase in net sales, but decreased as a percentage of European ~~recreational vehicle~~Recreational Vehicle net sales from ~~10.2%~~11.9% to ~~10.6%~~11.3% primarily due to the ~~net~~ sales ~~reduction~~increase resulting in ~~increased~~lower overhead costs per unit sold.

The increase ~~of $54,657~~ in European ~~recreational vehicle~~Recreational Vehicle gross profit of $53,963 for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022 was primarily due to the increase in European Recreational Vehicle net sales, and the increase in the gross profit percentage is due to the decrease in the cost of products sold percentage noted above.

The ~~$228 decrease~~increase in European ~~recreational vehicle~~Recreational Vehicle selling, general and administrative expenses of $16,793 for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 compared to the ~~nine~~three months ended ~~April 30,~~October 31, 2022 was primarily due to the ~~reduction~~increases in ~~foreign exchange rates since~~European Recreational Vehicle net sales and income before income taxes, which caused related commissions, incentive and other compensation to increase by $6,465. Sales-related travel, advertising and promotional costs also increased by $6,908, primarily due to increased display space at the annual Dusseldorf show and attending more regional shows in comparison to the prior-year ~~period, which offset~~quarter. The decrease in the ~~increase in~~overall selling, general and administrative ~~expenses on~~expense as a ~~constant-currency basis.~~ percentage of European Recreational Vehicle net sales is primarily due to the increase in European Recreational Vehicle net sales.

The ~~constant-currency~~ increase in European Recreational Vehicle income before income taxes of $35,235 for the three months ended October 31, 2023 compared to the three months ended October 31, 2022 was primarily due to ~~increased advertising and promotion costs, as participation in most European trade fairs in~~ the ~~prior-year period was canceled due to the COVID-19 pandemic but resumed in the current-year period. Compensation and benefit costs also increased.~~

~~The primary reason for the $65,700~~ increase in European ~~recreational vehicle income before income taxes, in spite of the decrease in European recreational vehicle~~Recreational Vehicle net sales, ~~was~~and the ~~improvement~~primary reasons for the increase in percentage were the decreases in both the cost of products sold percentage noted above. The increase in the net income before income taxes percentage to net sales was primarily due to the improvement in the cost of products sold percentage noted above, partially offset by the increase in theand selling, general and administrative expense ~~percentage~~percentages noted above. ~~Amortization expense was also 0.6% lower as a percentage of sales in the current year compared to the prior-year period.~~

~~Financial Condition~~Liquidity and ~~Liquidity~~Capital Resources

As of ~~April 30,~~October 31, 2023, we had ~~$353,226~~$425,828 in cash and cash equivalents, of which ~~$258,452~~$350,315 was held in the U.S. and the equivalent of ~~$94,774,~~$75,513, predominantly in Euros, was held in Europe, compared to ~~$311,553~~$441,232 on July 31, ~~2022,~~2023, of which ~~$256,492~~$338,703 was held in the U.S. and the equivalent of ~~$55,061,~~$102,529, predominantly in Euros, was held in Europe. Cash and cash equivalents held internationally may be subject to foreign withholding taxes if repatriated to the ~~U.S.~~United States. The components of ~~this $41,673 increase~~the $15,404 decrease in cash and cash equivalents are described in more detail ~~below.~~below, but the decrease was primarily attributable to cash provided by operations of $59,668 less cash used in financing activities of $19,153 and cash used in investing activities of $51,062.

Net working capital at ~~April 30,~~October 31, 2023 was ~~$1,364,233~~$1,088,731 compared to ~~$1,306,563~~$1,077,098 at July 31, ~~2022.~~2023. Capital expenditures of ~~$150,466~~$38,211 for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 were made primarily for production building additions and improvements and replacing machinery and equipment used in the ordinary course of business.

We strive to maintain adequate cash balances to ensure we have sufficient resources to respond to opportunities and changing business conditions. In addition, the unused availability under our revolving asset-based credit facility is generally available to the Company for general operating purposes, and approximated ~~$950,000~~$998,000 at ~~April 30,~~October 31, 2023. We believe our on-hand cash and cash equivalents and funds generated from operations, along with funds available under the revolving asset-based credit facility, will be sufficient to fund expected operational requirements for the foreseeable future.

Our priorities for the use of current and future available cash generated from operations remain consistent with our history, and include reducing our indebtedness, maintaining and, over time, growing our dividend payments and funding our growth, both organically and, opportunistically, through acquisitions. We may also consider strategic and opportunistic repurchases of shares of THOR stock under the share repurchase authorizations as discussed in Note 1716 to the Condensed Consolidated Financial Statements, and special dividends based upon market and business conditions and excess cash availability, subject to potential customary limits and restrictions pursuant to our credit facilities, applicable legal limitations and determination by the Company's Board of Directors ("Board"). We believe our on-hand cash and cash equivalents and funds generated from operations will be sufficient to fund expected cash dividend payments and share repurchases for the foreseeable future.

~~Subsequent to April 30, 2023, we made principal payments totaling $50,000 to fully pay off the outstanding balance on our asset-based credit facility~~Our current estimate of committed and ~~paid $85,000 against the principal balance of our U.S. term loan.~~

~~We anticipate~~internally approved capital ~~expenditures during~~spend for the remainder of fiscal ~~2023 for the Company ranging from approximately $50,000 to $60,000,~~2024 is $220,000, primarily for certain building projects and certain automation projects, as well as replacing and upgrading machinery, equipment and other assets throughout our facilities to be used in the ordinary course of business. We anticipate approximately two-thirds ~~of the anticipated capital expenditures~~ will be in North America and one-third in Europe, and that these expenditures will be funded by cash provided by our operating activities.

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

Operating Activities

Net cash provided by operating activities for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 was ~~$474,120~~$59,668 as compared to net cash provided by operating activities of ~~$637,549~~$94,016 for the ~~nine~~three months ended ~~April 30,~~October 31, 2022.

For the ~~nine~~three months ended ~~April 30,~~October 31, 2023, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles and stock-based compensation) provided ~~$511,534~~$138,101 of operating ~~cash, while the~~cash. The change in net working capital resulted in ~~a net~~the use of ~~$37,414~~$78,433 of operating cash during that ~~period.~~period, primarily due to an increase in RV finished goods inventory.

For the ~~nine~~three months ended ~~April 30,~~October 31, 2022, net income adjusted for non-cash items (primarily depreciation, amortization of intangibles and stock-based compensation) provided ~~$1,082,146~~$213,582 of operating cash. The change in net working capital resulted in the use of ~~$444,597~~$119,566 of operating cash during that period, primarily due to an increase in chassis inventory to support the growth in motorized sales and production, as production levels increased due to continued heightened consumer demand, and ongoing supply constraints caused work in process and other inventory categories to increase. In addition, there was an increasethe reductions in accounts ~~receivable. These increases were partially offset by an increase in~~receivables and accounts payable ~~primarily related to the inventory growth, and an increase in accrued liabilities.~~mostly offset each other.

Investing Activities

Net cash used in investing activities for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 was ~~$171,562,~~$51,062, primarily due to capital expenditures of ~~$150,466.~~$38,211.

Net cash used in investing activities for the ~~nine~~three months ended ~~April 30,~~October 31, 2022 was ~~$971,846,~~$57,948, primarily due to ~~$781,967 used in business acquisitions, primarily for the Airxcel acquisition discussed in Note 2 to the Condensed Consolidated Financial Statements, and~~ capital expenditures of ~~$170,702.~~$55,883.

Financing Activities

Net cash used in financing activities for the ~~nine~~three months ended ~~April 30,~~October 31, 2023 was ~~$266,068, including payments~~$19,153, which included borrowings of ~~$50,000~~$53,449 on the asset-based credit facility and ~~$102,355~~payments of $51,925 on the asset-based credit facility, in addition to treasury share purchases of $30,037. During the first quarter of fiscal 2024, the Board approved and declared the payment of a regular quarterly dividend of $0.48 per share for the first quarter of fiscal 2024, but this dividend, totaling $25,539, was not paid until the second quarter of fiscal 2024.

Net cash used in financing activities for the three months ended October 31, 2022 was $53,249, including payments of $15,000 on the asset-based credit facility and $12,355 on the term-loan credit facilities, in addition to treasury share ~~repurchases~~purchases of ~~$42,007. Regular~~$25,407. During the first quarter of fiscal 2023, the Board approved and declared the payment of a regular quarterly dividend ~~payments~~ of $0.45 per share for ~~each of~~ the first ~~three quarters~~quarter of fiscal 2023, ~~were also made~~but this dividend, totaling ~~$71,978.~~

~~Net cash provided by financing activities for~~$24,081, was not paid until the nine months ended April 30, 2022 was $250,452, consisting primarily of borrowings of $660,088 on the revolving asset-based credit facilities, which included $625,000 borrowed in connection with the acquisition of Airxcel and $35,088 for temporary working capital needs, in addition to $500,000 in proceeds from the issuance of Senior Unsecured Notes in October 2021, which were then used as part of the $559,035 in payments on the ABL facility. Payments of $132,407 were also made on the term-loan credit facilities and other debt. Regular quarterly dividend payments of $0.43 per share for each of the first three quarterssecond quarter of fiscal ~~2022 were made totaling $71,496, and $98,321 was spent on treasury share repurchases.~~2023.

The Company increased its previous regular quarterly dividend of $0.45 per share to $0.48 per share in October 2023. In October 2022, the Company increased its previous regular quarterly dividend of $0.43 per share to $0.45 per ~~share in October 2022. In October 2021, the Company increased its previous regular quarterly dividend of $0.41 per share to $0.43 per~~ share.

Accounting Standards

None.

Critical Accounting Estimates

For a discussion of our critical accounting estimates, refer to "Management's Discussion and Analysis of ~~Financial Condition and~~ Results of ~~Operations"~~Operations and Financial Condition" in Part II, Item 7 and the notes to our ~~consolidated financial statements~~Consolidated Financial Statements in Part II, Item 8 of our Annual Report on Form 10-K for the year ended July 31, ~~2022.~~2023. There have been no material changes to our critical accounting estimates since our Annual Report on Form 10-K for the year ended July 31, ~~2022.~~2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

The Company also holds ~~$557,228~~$533,397 of debt denominated in Euros at ~~April 30,~~October 31, 2023. A hypothetical 10% change in the Euro/U.S. ~~Dollar~~dollar exchange rate would change our ~~April 30,~~October 31, 2023 debt balance by approximately ~~$55,723.~~$53,340.

INTEREST RATE RISK – ~~The Company uses pay-fixed, receive-floating interest rate swaps to convert a portion~~Based on our assumption of the Company’s long-term debt from floating to fixed-rate debt. As of April 30, 2023, the Company has $110,175 as notional amounts hedged in relation to the floating-to-fixed interest rate swap. The notional amounts hedged will decrease on a quarterly basis to zero by August 1, 2023.

~~Based on our interest rate exposure at April 30, 2023, assumed~~ floating-rate debt levels ~~throughout~~over the next 12 months, ~~and the effects of our existing derivative instruments,~~ a one-percentage-point increase in interest rates (approximately ~~13.6%~~13.0% of our weighted-average interest rate at ~~April 30,~~October 31, 2023) would result in an estimated ~~$11,017 pre-tax~~$7,448 reduction in ~~net earnings~~income before income taxes over a one-year period.

ITEM 4. CONTROLS AND PROCEDURES

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

During the quarter ended ~~April 30,~~October 31, 2023, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

The Company’s Insider Trading Policy permits its directors and officers to trade Company stock under a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act, subject to compliance with applicable regulations as well as the Company’s Insider Trading Policy and share ownership requirements. The Insider Trading Policy provides that each officer or director Rule 10b5-1 trading arrangement must be entered into in writing during an open trading window and at a time that the officer or director is not aware of material nonpublic information. The Company generally requires that any Rule 10b5-1 trading arrangement adopted by an officer or director must not expire within one year of implementation and is subject to a mandatory cooling-off period requirement.

On October 16, 2023, our Chief Operating Officer, Todd Woelfer, adopted a Rule 10b5-1 trading arrangement (providing for the sale of up to 10,000 shares of Company common stock) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. Mr. Woelfer’s Rule 10b5-1 trading arrangement provides for a mandatory cooling-off period as required by Rule 10b5-1 and is scheduled to expire on December 31, 2024 or such earlier date as of which all of the shares covered by the arrangement have been sold. As of October 31, 2023, Mr. Woelfer held 95,014 shares of Company common stock not subject to trading under his Rule 10b5-1 trading arrangement.

Except as described above, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K) during the three months ended October 31, 2023.

PART II – OTHER INFORMATION

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

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

Although risks specific to the supply chain disruptions are ongoing, and macroeconomic issues like general inflation, as well as certain geopolitical events, including military conflicts, remain, at this point there have been no material changes in those risks or any others from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2022.~~2023.

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

During the three months ended ~~April 30,~~October 31, 2023, the Company used ~~$16,600~~$30,037 to purchase shares of common stock under its share repurchase authorizations. The Company’s total remaining authorizations for common stock repurchases was ~~$491,207~~$461,170 at ~~April 30,~~October 31, 2023.

A summary of the Company’s share repurchases during the three months ended ~~April 30,~~October 31, 2023 is set forth below:

Period Total Number of Shares Purchased Average Price
Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
2/1/23 – 2/28/23 — $ — — $ 507,807
3/1/23 – 3/31/23 190,233 $ 78.83 190,233 $ 492,811
4/1/23 – 4/30/23 20,566 $ 77.99 20,566 $ 491,207
210,799 210,799


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs
8/1/23 – 8/31/23	—	$	—	—	$	491,207
9/1/23 – 9/30/23	—	$	—	—	$	491,207
10/1/23 – 10/31/23	327,876	$	91.61	327,876	$	461,170
	327,876			327,876

(1)On December 21, 2021, the Company’s Board of Directors authorized Company management to utilize up to $250,000 to repurchase shares of the Company’s common stock through December 21, 2024. On June 24, 2022, the Board authorized Company management to utilize up to an additional $448,321 to repurchase shares of the Company’s common stock through July 31, 2025. Under the two share repurchase authorizations, the Company is authorized to repurchase, on a discretionary basis and from time-to-time, outstanding shares of its common stock in the open market, in privately negotiated transactions or by other means. The timing and amount of share repurchases will be determined at the discretion of the Company’s management team based upon the market price of the stock, management's evaluation of general market and economic conditions, cash availability and other factors. The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its common stock under this program. During the ~~nine months~~three-month period ended ~~April 30,~~October 31, 2023, the Company purchased ~~549,532~~327,876 shares of its common stock, at various times in the open market, at a weighted-average price of ~~$76.44~~$91.61 and held them as treasury shares at an aggregate purchase price of ~~$42,007,~~$30,037, all from the December 21, 2021 authorization. As of ~~April 30,~~October 31, 2023, the remaining amount of the Company's common stock that may be repurchased under the December 21, 2021 $250,000 authorization expiring on December 21, 2024 is ~~$42,886.~~$12,849. As of ~~April 30,~~October 31, 2023, the remaining amount of the Company’s common stock that may be repurchased under the June 24, 2022 authorization expiring on July 31, 2025 is $448,321. As of ~~April 30,~~October 31, 2023, the total remaining amount of the Company’s common stock that may be repurchased under these two authorizations is ~~$491,207.~~$461,170.

ITEM 6. EXHIBITS


Exhibit			Description
3.1			Thor Industries, Inc. Amended and Restated Certificate of Incorporation, as amended (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K ~~filed with the SEC on~~dated December 20, 2018)
3.2			Thor Industries, Inc. Amended and Restated By-Laws, as amended (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K ~~filed with the SEC on~~dated December 20, 2018)
31.1			Chief Executive Officer’s Rule 13a-14(a) Certification
31.2			Chief Financial Officer’s Rule 13a-14(a) Certification
32.1			Chief Executive Officer’s Section 1350 Certification
32.2			Chief Financial Officer’s Section 1350 Certification
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Calculation Linkbase Document
101.PRE			Inline XBRL Taxonomy Presentation Linkbase Document
101.LAB			Inline XBRL Taxonomy Label Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
104			Cover Page Interactive Data File (formatted in inline XBRL and contained in Exhibit 101)

Attached as Exhibits 101 to this report are the following financial statements from the ~~Company's~~Company’s Quarterly report on Form 10-Q for the quarter ended ~~April 30,~~October 31, 2023 formatted in XBRL (“eXtensible Business Reporting Language”): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, (iv) the Condensed Consolidated Statements of Changes in ~~Stockholders'~~Stockholders’ Equity and (v) related notes to these financial statements.

SIGNATURES

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

THOR INDUSTRIES, INC.

(Registrant)


DATE:	~~June~~December 6, 2023	/s/ Robert W. Martin
		Robert W. Martin
		President and Chief Executive Officer

DATE:	~~June~~December 6, 2023	/s/ Colleen Zuhl
		Colleen Zuhl
		Senior Vice President and Chief Financial Officer


THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2023 AND 2022 (UNAUDITED)

	Three Months Ended April 30, 2023
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at February 1, 2023	66,334,072	$	6,633	$	517,510	$	3,928,361	$	(96,046)	12,815,099	$	(575,675)	$	3,780,783	$	7,347	$	3,788,130
Net income (loss)	—	—		—		120,719		—		—	—		120,719		(990)		119,729
Purchases of treasury shares	—	—		—		—		—		210,799	(16,600)		(16,600)		—		(16,600)
Restricted stock unit activity	—	—		18		—		—		—	—		18		—		18
Dividends $0.45 per common share	—	—		—		(23,813)		—		—	—		(23,813)		—		(23,813)
Stock-based compensation expense	—	—		9,672		—		—		—	—		9,672		—		9,672
Other comprehensive income (loss)	—	—		—		—		21,118		—	—		21,118		22		21,140


Balance at April 30, 2023	66,334,072	$	6,633	$	527,200	$	4,025,267	$	(74,928)	13,025,898	$	(592,275)	$	3,891,897	$	6,379	$	3,898,276

	Nine Months Ended April 30, 2023
								Accumulated					Stockholders’
				Additional				Other					Equity		Non-		Total
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock			Attributable		controlling		Stockholders’
	Shares	Amount		Capital		Earnings		Income (Loss)		Shares	Amount		to THOR		Interests		Equity
Balance at August 1, 2022	66,059,403	$	6,606	$	497,946	$	3,813,261	$	(181,607)	12,382,441	$	(543,344)	$	3,592,862	$	7,792	$	3,600,654
Net income (loss)	—	—		—		283,984		—		—	—		283,984		(1,026)		282,958
Purchases of treasury shares	—	—		—		—		—		549,532	(42,007)		(42,007)		—		(42,007)
Restricted stock unit activity	274,669	27		2,647		—		—		93,925	(6,924)		(4,250)		—		(4,250)
Dividends $1.35 per common share	—	—		—		(71,978)		—		—	—		(71,978)		—		(71,978)
Stock-based compensation expense	—	—		26,607		—		—		—	—		26,607		—		26,607
Other comprehensive income (loss)	—	—		—		—		106,679		—	—		106,679		(387)		106,292


Balance at April 30, 2023	66,334,072	$	6,633	$	527,200	$	4,025,267	$	(74,928)	13,025,898	$	(592,275)	$	3,891,897	$	6,379	$	3,898,276


	April 30, 2023						July 31, 2022
			Fair Value in		Fair Value in				Fair Value in		Fair Value in
			Other Current		Other Current				Other Current		Other Current
Cash Flow Hedges	Notional		Assets		Liabilities		Notional		Assets		Liabilities
Foreign currency forward contracts	$	—	$	—	$	—	$	33,997	$	—	$	80
Interest rate swap agreements	110,175		368		—		273,325		850		—
Total derivative financial instruments	$	110,175	$	368	$	—	$	307,322	$	850	$	80