Thor Industries (THO) 10-Q 2006 Q3 Quarterly report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR QUARTER ENDEDApril 30, 2006 COMMISSION FILE NUMBER1-9235

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.)

419 West Pike Street, Jackson Center, OH	45334-0629
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (937) 596-6849

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.

Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filerþ Accelerated filero Non-accelerated filero

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

Yeso Noþ

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

Class	Outstanding at 4/30/2006
Common stock, par value $.10 per share	56,684,286 shares

TABLE OF CONTENTS

PART I — Financial Information
	ITEM 1. Financial Statements
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
	ITEM 4. Controls and Procedures
PART II — Other Information
	ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
	ITEM 6. Exhibits
SIGNATURES
EX-31.1 Section 302 CEO Certification
EX-31.2 Section 302 CFO Certification
EX-32.1 Section 906 CFO Certification
EX-32.2 Section 906 CEO Certification

PART I — Financial Information

Unless otherwise indicated, all amounts presented in thousands of dollars except unit, share and per share data.

ITEM 1. Financial Statements

THOR INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	April 30, 2006			July 31, 2005
ASSETS
Current assets:
Cash and cash equivalents	$	141,494		$	163,596
Investments – short term		125,013			45,219
Accounts receivable:
Trade		217,115			140,927
Other		6,789			5,409
Inventories		200,159			161,770
Prepaid expenses		8,388			5,857
Deferred income taxes		19,323			1,262
Total current assets		718,281			524,040
Property:
Land		23,408			21,339
Buildings and improvements		120,750			109,443
Machinery and equipment		53,742			49,259
Total cost		197,900			180,041
Accumulated depreciation		48,638			40,252
Property, net		149,262			139,789
Investment in Joint ventures		2,664			2,800
Other assets:
Goodwill		165,663			165,662
Non-compete agreements		3,078			3,790
Trademarks		13,900			13,900
Other		9,929			7,898
Total other assets		192,570			191,250
TOTAL ASSETS	$	1,062,777		$	857,879
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	161,311		$	118,056
Accrued liabilities:
Taxes		49,510			8,351
Compensation and related items		35,692			28,519
Product warranties		56,840			55,118
Promotions and rebates		11,687			7,362
Product/property liability and related		9,999			7,913
Dividend payable		—			17,000
Other		8,115			6,493
Total current liabilities		333,154			248,812
Deferred income taxes and other liabilities		13,778			11,680
Stockholders’ equity:
Common stock — authorized 250,000,000 shares; issued 57,040,286 shares @ 4/30/06 and 56,933,483 shares @ 7/31/05; par value of $.10 per share		5,704			5,693
Additional paid-in capital		85,439			82,652
Accumulated other comprehensive income		1,939			943
Retained earnings		635,448			515,877
Restricted stock plan		(552	)		(747	)
Less Treasury shares of 356,000 @ 4/30/06 & 256,000 @ 7/31/05		(12,133	)		(7,031	)
Total stockholders’ equity		715,845			597,387
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,062,777		$	857,879

See notes to consolidated financial statements

THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
FOR THE THREE & NINE MONTHS ENDED APRIL 30, 2006 AND 2005

	Three Months Ended April 30				Nine Months Ended April 30
	2006		2005		2006		2005
Net sales	$	857,615	$	728,693	$	2,260,985	$	1,898,460
Cost of products sold		729,604		634,658		1,931,369		1,645,818
Gross profit		128,011		94,035		329,616		252,642
Selling, general and administrative expenses		50,317		43,160		135,890		115,203
Interest income		2,552		680		6,270		2,025
Interest expense		347		144		917		254
Other income		243		743		1,169		1,868
Income before income taxes		80,142		52,154		200,248		141,078
Provision for income taxes		29,003		19,204		73,870		52,418
Net income	$	51,139	$	32,950	$	126,378	$	88,660
Average common shares outstanding:
Basic		56,656,684		56,732,473		56,605,615		56,801,528
Diluted		57,087,096		57,129,262		56,994,628		57,195,012
Earnings per common share:
Basic	$	.90	$	.58	$	2.23	$	1.56
Diluted	$	.90	$	.58	$	2.22	$	1.55
Dividends declared per common share:	$	.07	$	.03	$	.12	$	.09

See notes to consolidated financial statements

THOR INDUSTRIES, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
FOR THE NINE MONTHS ENDED APRIL 30, 2006 AND 2005

	2006			2005
Cash flows from operating activities:
Net income	$	126,378		$	88,660
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation		10,023			7,131
Amortization		712			730
Deferred income taxes		(18,149	)		—
(Gain) loss on disposition of assets		(11	)		74
Loss on disposition of trading investments		403			1,064
Unrealized (gain) on trading investments		(461	)		(39	)
Changes in non cash assets and liabilities, net of effect from acquisitions:
Purchases of trading investments		(197,462	)		(103,733	)
Proceeds from disposition of trading investments		117,726			123,914
Accounts receivable		(77,568	)		(49,438	)
Inventories		(38,389	)		(31,450	)
Prepaids and other		(4,427	)		(3,751	)
Accounts payable		36,747			(9,308	)
Accrued liabilities		58,425			9,835
Other liabilities		2,933			348
Net cash provided by operating activities		16,880			34,037
Cash flows from investing activities:
Purchase of property, plant & equipment		(18,263	)		(38,568	)
Proceeds from disposition of assets		229			35
Acquisitions – Net of cash acquired		—			(28,022	)
Net cash used in investing activities		(18,034	)		(66,555	)
Cash flows from financing activities:
Cash dividends		(23,807	)		(5,126	)
Purchase of common stock for retirement		—			(8,490	)
Purchase of common stock held as treasury shares		—			(4,601	)
Proceeds from issuance of common stock		1,863			814
Retirement of acquired debt		—			(1,001	)
Net cash used in financing activities		(21,944	)		(18,404	)
Effect of exchange rate changes on cash		996			489
Net decrease in cash and equivalents		(22,102	)		(50,433	)
Cash and equivalents, beginning of period		163,596			136,120
Cash and equivalents, end of period	$	141,494		$	85,687
Supplemental cash flow information:
Income taxes paid	$	52,057		$	52,586
Interest paid		917			254
Non cash transactions:
Retirement of treasury shares	$	—		$	8,490
Capital expenditures in accounts payable		1,406			—
Purchase of treasury shares		5,102			2,430
Incentive stock option disqualifying disposition		339			—
Cancellation of restricted stock		42			—

     See notes to consolidated financial statements

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.

The July 31, 2005 amounts are from the annual audited financial statements. The interim financial statements are unaudited. In the opinion of management, all adjustments (which consist of normal recurring adjustments) necessary to present fairly the financial position, results of operations and change in 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 year ended July 31, 2005. The results of operations for the three and nine months ended April 30, 2006 are not necessarily indicative of the results for the full year.

2.

Major classifications of inventories are:

	April 30, 2006		July 31, 2005
Raw materials	$	101,124	$	78,493
Chassis		45,544		29,506
Work in process		45,762		55,413
Finished goods		28,553		14,196
Total		220,983		177,608
Less excess of FIFO costs over LIFO costs		20,824		15,838
Total inventories	$	200,159	$	161,770

3. Earnings Per Share

	Three Months		Three Months		Nine Months		Nine Months
	Ended		Ended		Ended		Ended
	April 30, 2006		April 30, 2005		April 30, 2006		April 30, 2005
Weighted average shares outstanding for basic earnings per share		56,656,684		56,732,473		56,605,615		56,801,528
Stock options and restricted stock		430,412		396,789		389,013		393,484
Total — For diluted shares		57,087,096		57,129,262		56,994,628		57,195,012

4. Comprehensive Income

	Three Months		Three Months			Nine Months		Nine Months
	Ended		Ended			Ended		Ended
	April 30, 2006		April 30, 2005			April 30, 2006		April 30, 2005
Net income	$	51,139	$	32,950		$	126,378	$	88,660
Foreign currency translation adjustment		156		(238	)		996		490
Comprehensive income	$	51,295	$	32,712		$	127,374	$	89,150

5.

Segment Information

The Company has three reportable segments: 1.) towable recreation vehicles, 2.) motorized recreation vehicles, and 3.) buses. The towable recreation vehicle segment consists of product lines from the following operating companies that have been aggregated: Airstream, Breckenridge, CrossRoads, Dutchmen, General Coach Hensall and Oliver, Keystone, Komfort, Thor America and Thor California. The motorized recreation vehicle segment consists of product lines from the following operating companies that have been aggregated: Airstream, Damon, Four Winds and Oliver. The bus segment consists of the following operating companies that have been aggregated: Champion Bus, ElDorado California, ElDorado Kansas and Goshen Coach. During the quarter ended January 31, 2006, the Company made the decision not to produce a planned motorized product line. The impairment charge associated with the decision was $1,360 and is included in cost of products sold.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

	Three Months		Three Months		Nine Months		Nine Months
	Ended		Ended		Ended		Ended
	April 30, 2006		April 30, 2005		April 30, 2006		April 30, 2005
Net Sales:
Recreation vehicles:
Towables	$	615,043	$	497,032	$	1,606,140	$	1,302,690
Motorized		161,593		165,758		424,528		421,423
Total recreation vehicles		776,636		662,790		2,030,668		1,724,113
Buses		80,979		65,903		230,317		174,347
Total	$	857,615	$	728,693	$	2,260,985	$	1,898,460

	Three Months			Three Months			Nine Months			Nine Months
	Ended			Ended			Ended			Ended
	April 30, 2006			April 30, 2005			April 30, 2006			April 30, 2005
Income Before Income Taxes:
Recreation vehicles:
Towables	$	71,888		$	44,119		$	183,314		$	121,511
Motorized		7,756			7,421			18,293			19,207
Total recreation vehicles		79,644			51,540			201,607			140,718
Buses		2,034			2,641			6,013			5,109
Corporate		(1,536	)		(2,027	)		(7,372	)		(4,749	)
Total	$	80,142		$	52,154		$	200,248		$	141,078

	April 30, 2006		July 31, 2005
Identifiable Assets:
Recreation vehicles:
Towables	$	503,856	$	384,292
Motorized		166,902		126,045
Total recreation vehicles		670,758		510,337
Buses		105,886		96,942
Corporate		286,133		250,600
Total	$	1,062,777	$	857,879

6.

Treasury Shares

The Company purchased 100,000 shares of treasury stock in April 2006 at an average cost of $51. The cash outlay occurred in May 2006. The Company purchased 256,000 shares of treasury stock in April 2005 at an average cost of $27. Of these shares 90,000 shares were paid for in May 2005. The Company also purchased and retired 323,200 shares of treasury stock in the first quarter of fiscal 2005 at an average cost of $26.27 per share. This retirement resulted in a reduction of $32 in common stock and $458 in additional paid-in-capital and $8,000 in retained earnings.

7.

Investments – Short Term

Short term investments, which are principally investment grade securities composed of asset-based notes, mortgage-based notes, auction rate securities and corporate bonds, are generally bought and held for sale in the near term, and are classified as trading securities. Trading securities are carried at fair market value. Realized and unrealized gains and losses on trading securities are included in earnings. Dividend and interest income are recognized when earned.

8.	Acquisitions
	On November 1, 2004, we completed our acquisition of the stock of DS Corp. dba CrossRoads RV, an Indiana corporation (“CrossRoads”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 28, 2004, by and among our company, Thor Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of our company (“Acquisition

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Subsidiary”), CrossRoads and the securityholders of CrossRoads. CrossRoads is engaged in the business of manufacturing towable recreation vehicles. Under the terms of the Merger Agreement, Acquisition Subsidiary merged with and into CrossRoads, and CrossRoads continued as the surviving corporation (the “Merger”). In addition, as part of the Merger, certain members of management of CrossRoads entered into non-competition agreements with our company.

The purchase price paid by us for the acquisition of the stock of CrossRoads was $28,030, which was payable in cash and was funded from our cash on hand. The fair value of assets acquired and liabilities assumed was $32,958, and $4,928 respectively. The purchase price allocation includes $1,176 of non-compete agreements, which will be amortized over two to seven years, $20,485 of goodwill and $794 for trademarks that are not subject to amortization.

On May 27, 2005, we completed our acquisition of the Goshen Coach Division of Veritrans Specialty Vehicles Inc. pursuant to an asset purchase agreement dated May 26, 2005 for cash of $10,083.

9.	Goodwill and Other Intangible Assets
	The components of other intangible assets are as follows:

	April 30, 2006				July 31, 2005
			Accumulated				Accumulated
	Cost		Amortization		Cost		Amortization
Amortized Intangible Assets:
Non-compete agreements	$	15,889	$	12,811	$	15,889	$	12,099

	Three Months		Three Months		Nine Months		Nine Months
	Ended		Ended		Ended		Ended
	April 30, 2006		April 30, 2005		April 30, 2006		April 30, 2005
Non-compete Agreements:
Amortization Expense	$	237	$	259	$	712	$	730

Non-compete agreements are amortized on a straight-line basis.

Estimated Amortization Expense:

For the year ending July 2006	$	949
For the year ending July 2007	$	887
For the year ending July 2008	$	828
For the year ending July 2009	$	492
For the year ending July 2010	$	337

There was no change in the carrying amount of goodwill and trademarks for the nine month period ended April 30, 2006.

As of April 30, 2006, Goodwill and Trademarks by segments totaled as follows:

	Goodwill		Trademarks
Recreation Vehicles:
Towables	$	143,795	$	10,237
Motorized		17,252		2,600
Total Recreation Vehicles		161,047		12,837
Bus		4,616		1,063
Total	$	165,663	$	13,900

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

10.

Warranty

Thor provides customers of our products with a warranty covering defects in material or workmanship for periods generally ranging from one to two years, with longer warranties on certain structural components. We record a liability based on our best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Factors we use in estimating the warranty liability include a history of units sold, existing dealer inventory, average cost incurred and a profile of the distribution of warranty expenditures over the warranty period. A significant increase in dealer shop rates, the cost of parts or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such claims or additional costs materialize. Management believes that the warranty reserve is adequate; however, actual claims incurred could differ from estimates, requiring adjustments to the reserves. Warranty reserves are reviewed and adjusted as necessary on a quarterly basis.

	Three Months		Three Months		Nine Months		Nine Months
	Ended		Ended		Ended		Ended
	April 30, 2006		April 30, 2005		April 30, 2006		April 30, 2005
Beginning Balance	$	53,882	$	49,152	$	55,118	$	45,829
Provision		17,428		16,752		45,281		44,133
Payments		14,470		12,923		43,559		38,076
Acquisitions		—		—		—		1,095
Ending Balance	$	56,840	$	52,981	$	56,840	$	52,981

11.	Commercial Commitments
	Our principal commercial commitments at April 30, 2006 are summarized in the following chart:

	Total		Term of
Commitment	Amount Committed		Guarantee
Guarantee on dealer financing	$	3,440	less than 1 year
Standby repurchase obligation on dealer financing	$	877,967	less than 1 year

The Company records repurchase and guarantee reserves based on prior experience and known current events. The combined repurchase and recourse reserve balances are approximately $1,864 and $1,368 as of April 30, 2006 and July 31, 2005, respectively.

	Three Months		Three Months		Nine Months		Nine Months
	Ended		Ended		Ended		Ended
	April 30, 2006		April 30, 2005		April 30, 2006		April 30, 2005
Cost of units repurchased	$	881	$	2,313	$	2,984	$	9,149
Realization on units resold		749		1,959		2,555		7,433
Losses due to repurchase	$	132	$	354	$	429	$	1,716

12.	Stock-Based Compensation
	Effective August 1, 2005, we adopted Statement of Financial Accounting Standard (“SFAS”) No. 123R, Share Based Payment, using the modified prospective transition method. Under the modified prospective method, awards that are granted, modified or settled after the date of the adoption should be measured and accounted for in accordance with SFAS 123R.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Stock Options — The Company’s Board of Directors approved the 1999 Stock Option Plan. 2,000,000 shares were authorized under the Plan. Options expire 10 years from the date of grant and are vested evenly over 3 to 4 years from the date of grant.

A summary of option activity under the 1999 Stock Option Plan for the nine months ended April 30, 2006 is as follows:

			Weighted		Weighted Avg.
			Avg. Exercise		Remaining		Aggregate
	Shares		Price		Contractual Life		Intrinsic Value
Outstanding, August 1, 2005		704,041	$	19.63		—		—
Granted		—		—		—		—
Exercised		111,003		16.78		—		—
Canceled		—		—		—		—
Forfeited		—		—		—		—
Outstanding, April 30, 2006		593,038		20.17		6.9	$	17,976
Exercisable, April 30, 2006		429,010		17.23		6.5	$	14,263

The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. Assumptions utilized in the model are evaluated when awards are granted. Forfeiture assumptions are revised as necessary to reflect experience. The fair value of the stock options is based upon the market price of the underlying common stock as of the date of the grant, reduced by the present value of estimated future dividends, and risk-free interest rates. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. Expected volatilities are based on the historical volatility of our stock. The expected term of the options represents the period of time that options granted are outstanding and is estimated using historical exercise and termination behavior.

The amount expensed in the current period under SFAS No. 123R is consistent with prior proforma disclosures under SFAS 123.

For the three and nine months ended April 30, 2006, the Company recorded expense of $220 and $638 respectively for stock option awards. At April 30, 2006, there was $716 of total unrecognized compensation costs related to stock options that is expected to be recognized over a weighted average period of 1.1 years.

Cash received from stock option exercises for the three and nine months ended April 30, 2006 was $607 and $1,863 respectively. The total intrinsic value of stock options exercised was $3,260 for the nine months ended April 30, 2006.

Exercises of options are satisfied with the issuance of new shares from authorized shares.

Stock Awards – The Company has a stock award plan which allows for the granting of up to 600,000 shares of restricted stock to selected executives. Restrictions expire 50% after 5 years following the date of issue and the balance after six years.

A summary of stock award activity under this Plan for the nine months ended April 30, 2006 is as follows:

			Weighted
			Average Grant
	Shares		Date Fair Value
Nonvested, August 1, 2005		115,700	$	12.93
Granted		—		—
Vested		16,800		5.77
Forfeited		4,200		9.98
Nonvested, April 30, 2006		94,700	$	14.33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

For the three and nine months ended April 30, 2006, the Company recorded expense of $31 and $153, respectively for restricted stock awards. At April 30, 2006, there was $553 of total unrecognized compensation costs related to restricted stock awards that is expected to be recognized over a weighted average period of 2.6 years.

The total fair value of restricted shares vested during the nine months ended April 30, 2006 is $604.

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

Unless otherwise indicated, all amounts presented in thousands of dollars except unit, share and per share data.

Executive Overview

We were founded in 1980 and have grown to be the largest manufacturer of Recreation Vehicles (“RV’s”) and a major manufacturer of commercial buses in North America. Our position in the travel trailer and fifth wheel segment of the industry (towables), with our 2004 acquisition of CrossRoads RV, gives us an approximate 32% market share. In the motorized segment of the industry we have an approximate 13% market share. Our market share in small and mid-size commercial buses is approximately 38%. We entered the 40-foot bus market with a new facility in Southern California designed for that product as well as our existing 30-foot and 35-foot buses.

Our growth has been internal and by acquisition. Our strategy has been to increase our profitability in North America in the recreation vehicle industry and in the bus business through product innovation, service to our customers, manufacturing quality products, improving our facilities and acquisitions. We have not entered unrelated businesses and have no plans to do so in the future.

We rely on internally generated cash flows from operations to finance our growth although we may borrow to make an acquisition if we believe the incremental cash flows will provide for rapid payback. We have invested significant capital to modernize and expand our plant facilities and expended approximately $48,000 for that purpose in fiscal 2005.

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

Our RV products are sold to dealers who, in turn, retail those products. Our buses are sold through dealers to municipalities and private purchasers such as rental car companies and hotels. We do not directly finance dealers but do provide repurchase agreements in order to facilitate the dealers obtaining floor plan financing. We have a joint venture, Thor Credit, operated by GE Consumer Finance, which provides retail credit to ultimate purchasers of any recreation vehicle purchased from a Thor dealer. This retail credit program for recreation vehicles is not limited to Thor product only.

For management and reporting purposes, we segment our business into towable recreation vehicles, motorized recreation vehicles and buses.

Trends and Business Outlook

The most important determinant of demand for Recreation Vehicles is demographics. The baby boomer population is now reaching retirement age and retirees are a large market for our products. The baby boomer population in the United States is expected to grow five times as fast as the expected growth in the total United States population. We believe a primary indicator of the strength of the recreation vehicle industry is retail RV sales, which we closely monitor to determine industry trends. Recently, the towable segment of the RV industry has been stronger than the motorized segment. For the towable segment, retail sales as reported by Statistical Survey, Inc. were approximately even with last year for the 3-months ended March 31, 2006; however, the motorized segment was down approximately 19%. Higher interest rates and fuel prices appear to have affected the motorized segment more severely.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)

Government entities are primary users of our buses. Demand in this segment is subject to fluctuations in government spending on transit. In addition, hotel and rental car companies are also major users of our small and mid-size buses and therefore airline travel is an important indicator for this market. The majority of our buses have a 5-year useful life, so many of the buses are being replaced.

Economic or industry-wide factors affecting our recreation vehicle business include raw material costs of commodities used in the manufacture of our product. Material cost is the primary factor determining our cost of goods sold. Additional increases in raw material costs would impact our profit margins negatively if we were unable to raise prices for our products by corresponding amounts.

THREE MONTHS ENDED APRIL 30, 2006 VS. THREE MONTHS ENDED APRIL 30, 2005

	Three Months Ended						Three Months Ended						Change
	April 30, 2006						April 30, 2005						Amount			%
NET SALES:
Recreation Vehicles
Towables	$	615,043					$	497,032					$	118,011			23.7
Motorized		161,593						165,758						(4,165	)		(2.5	)
Total Recreation Vehicles		776,636						662,790						113,846			17.2
Buses		80,979						65,903						15,076			22.9
Total	$	857,615					$	728,693					$	128,922			17.7
# OF UNITS:
Recreation Vehicles
Towables		31,729						25,222						6,507			25.8
Motorized		2,190						2,436						(246	)		(10.1	)
Total Recreation Vehicles		33,919						27,658						6,261			22.6
Buses		1,438						1,149						289			25.2
Total		35,357						28,807						6,550			22.7
				% of						% of
				Segment						Segment
				Net Sales						Net Sales
GROSS PROFIT:
Recreation Vehicles
Towables	$	105,743			17.2		$	72,670			14.6		$	33,073			45.5
Motorized		15,830			9.8			15,692			9.5			138			0.9
Total Recreation Vehicles		121,573			15.7			88,362			13.3			33,211			37.6
Buses		6,438			8.0			5,673			8.6			765			13.5
Total	$	128,011			14.9		$	94,035			12.9		$	33,976			36.1
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreation Vehicles
Towables	$	33,914			5.5		$	28,607			5.8		$	5,307			18.6
Motorized		8,074			5.0			8,271			5.0			(197	)		(2.4	)
Total Recreation Vehicles		41,988			5.4			36,878			5.6			5,110			13.9
Buses		4,092			5.1			2,937			4.5			1,155			39.3
Corporate		4,237			.5			3,345			.5			892			26.7
Total	$	50,317			5.9		$	43,160			5.9		$	7,157			16.6
INCOME BEFORE INCOME TAXES:
Recreation Vehicles
Towables	$	71,888			11.7		$	44,119			8.9		$	27,769			62.9
Motorized		7,756			4.8			7,421			4.5			335			4.5
Total Recreation Vehicles		79,644			10.3			51,540			7.8			28,104			54.5
Buses		2,034			2.5			2,641			4.0			(607	)		(23.0	)
Corporate		(1,536	)		(.2	)		(2,027	)		(.2	)		491			24.2
Total	$	80,142			9.3		$	52,154			7.2		$	27,988			53.7

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

CONSOLIDATED

($ in 000)

Net sales and gross profit for the third quarter of fiscal 2006 were up 17.7% and 36.1% respectively compared to the third quarter of fiscal 2005. Income before income taxes for the third quarter of fiscal 2006 was up 53.7% compared to the third quarter of fiscal 2005. Selling, general and administrative expenses increased 16.6% compared to the third quarter of fiscal 2005. The specifics on changes in net sales, gross profit, general and administrative expense and income before income taxes are addressed in the segment reporting below

Corporate costs in selling, general and administrative were $4,237 for the third quarter of fiscal 2006 compared to $3,345 for the third quarter of fiscal 2005. This increase of $892 is primarily the result of increased insurance costs, legal expenses and cost of compliance with Sarbanes-Oxley.

Net sales and income before income taxes for the third quarter of fiscal 2006 included net sales and income before income taxes of $11,467 and $8 respectively, for Goshen Coach acquired May 27, 2005. The overall effective tax rate for the third quarter of fiscal 2006 was 36.2% compared to 36.8% for the third quarter of fiscal 2005.

Segment Reporting

RECREATION VEHICLES

Analysis of Percentage Change in Net Sales Versus Prior Year

	Impact from Internal Growth
	Average Price
	Per Unit			Units			Net Change
Recreation Vehicles
Towables		(2.1	)%		25.8	%		23.7	%
Motorized		7.6	%		(10.1	)%		(2.5	)%

TOWABLE RECREATION VEHICLES

The increase in towables net sales of 23.7% resulted primarily from an increase in unit shipments of 25.8%. The overall industry increase in towables for February and March of 2006 was 19.9% according to statistics published by the Recreation Vehicle Industry Association. Decreases in the average price per unit resulted from product mix. We estimate that approximately $8,581 or 1.4% of towable net sales, were related to Hurricane relief units which were sold through our dealer network. We have no comparable industry statistics for the total Hurricane relief units sold.

Towables gross profit percentage increased to 17.2% of net sales for the third quarter of fiscal 2006 from 14.6% of net sales for the third quarter of fiscal 2005. The primary factor for the 45.5% increase in gross profit was the 23.7% increase in net sales, improved manufacturing cost and reduced warranty as a percentage of sales. Selling, general and administrative expenses were 5.5% of net sales for the third quarter of fiscal 2006 and 5.8% of net sales for the third quarter of fiscal 2005.

Towables income before income taxes increased to 11.7% of net sales for the third quarter of fiscal 2006 from 8.9% of net sales for the third quarter of fiscal 2005. The primary factors for this increase was our 23.7% revenue increase and reduced manufacturing and warranty costs as a percent of sales.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

MOTORIZED RECREATION VEHICLES

The decrease in motorized net sales of 2.5% resulted from a 10.1% decrease in unit sales offset by price increase and product mix. The decrease in units sold of approximately 10.1% outperformed the overall market decrease in motorhomes of 13.3% for the two month period February and March 2006 (according to statistics published by the Recreation Vehicle Industry Association). Increases in the average price per unit resulted from the combination of price increases and product mix.

Motorized gross profit percentage increased to 9.8% of net sales for the third quarter of fiscal 2006 from 9.5% of net sales for the third quarter of fiscal 2005. Selling, general and administrative expenses were 5.0% of net sales for the third quarter of fiscal 2006 and fiscal 2005.

Motorized income before income taxes was 4.8% of net sales for the third quarter of fiscal 2006 and 4.5% of net sales for the third quarter of fiscal 2005.

BUSES

Analysis of Percentage Change in Net Sales Versus Prior Year

	Impact			Impact from Internal Growth
	from Acquisition			Average Price Per Unit			Units			Net Change
Buses		17.4	%		5.7	%		(.2	)%		22.9	%

The increase in buses net sales of 22.9% resulted from a combination of an increase in both average price per unit and our acquisition of Goshen Coach.

Buses gross profit percentage decreased to 8.0% of net sales for the third quarter of fiscal 2006 from 8.6% of net sales for the third quarter of fiscal 2005 due to the low gross profit on bus contracts assumed in the purchase of Goshen Coach. Selling, general and administrative expenses were 5.1% of net sales for fiscal 2006 and 4.5% for the third quarter of fiscal 2005. The increase in selling, general and administrative expenses as a percentage of net sales is primarily due to increased legal and insurance expenses associated with a settled liability claim of $1,000.

Buses income before income taxes decreased to 2.5% of net sales for the third quarter of fiscal 2006 from 4.0% for the third quarter of fiscal 2005. The primary reason for the decrease is the inclusion of Goshen Coach as mentioned above and the settling of a $1,000 liability claim.

ORDER BACKLOG

$(in 000’s)

	As of		As of		Change
	April 30, 2006		April 30, 2005		Amount		%
Recreation Vehicles
Towables	$	369	$	183	$	186		101.6
Motorized		132		132		—		—
Total Recreation Vehicles		501		315		186		59.0
Buses		197		140		57		40.7
Total	$	698	$	455	$	243		53.4

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

NINE MONTHS ENDED APRIL 30, 2006 VS. NINE MONTHS ENDED APRIL 30, 2005

	Nine Months					Nine Months						Change
	April 30, 2006					April 30, 2005						Amount			%
NET SALES:
Recreation Vehicles
Towables	$	1,606,140				$	1,302,690					$	303,450			23.3
Motorized		424,528					421,423						3,105			0.7
Total Recreation Vehicles		2,030,668					1,724,113						306,555			17.8
Buses		230,317					174,347						55,970			32.1
Total	$	2,260,985				$	1,898,460					$	362,525			19.1
# OF UNITS:
Recreation Vehicles
Towables		83,289					66,569						16,720			25.1
Motorized		5,695					5,968						(273	)		(4.6	)
Total Recreation Vehicles		88,984					72,537						16,447			22.7
Buses		4,227					3,047						1,180			38.7
Total		93,211					75,584						17,627			23.3
				% of					% of
				Segment					Segment
				Net Sales					Net Sales
GROSS PROFIT:
Recreation Vehicles
Towables	$	273,265			17.0	$	196,777			15.1		$	76,488			38.9
Motorized		39,007			9.2		40,972			9.7			(1,965	)		(4.8	)
Total Recreation Vehicles		312,272			15.4		237,749			13.8			74,523			31.3
Buses		17,344			7.5		14,893			8.5			2,451			16.5
Total	$	329,616			14.6	$	252,642			13.3		$	76,974			30.5
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES:
Recreation Vehicles
Towables	$	90,167			5.6	$	75,451			5.8		$	14,716			19.5
Motorized		20,711			4.9		21,706			5.2			(995	)		(4.6	)
Total Recreation Vehicles		110,878			5.5		97,157			5.6			13,721			14.1
Buses		10,709			4.6		9,749			5.6			960			9.8
Corporate		14,303			0.6		8,297			0.4			6,006			72.4
Total	$	135,890			6.0	$	115,203			6.1		$	20,687			18.0
INCOME BEFORE INCOME TAXES:
Recreation Vehicles
Towables	$	183,314			11.4	$	121,511			9.3		$	61,803			50.9
Motorized		18,293			4.3		19,207			4.6			(914	)		(4.8	)
Total Recreation Vehicles		201,607			9.9		140,718			8.2			60,889			43.3
Buses		6,013			2.6		5,109			2.9			904			17.7
Corporate		(7,372	)		0.3		(4,749	)		(.3	)		(2,623	)		(55.2	)
Total	$	200,248			8.9	$	141,078			7.4		$	59,170			41.9

CONSOLIDATED

($ in 000)

Net sales and gross profit for the nine months of fiscal 2006 were up 19.1% and 30.5% respectively compared to the nine months of fiscal 2005. Income before income taxes for the nine months of fiscal 2006 was up 41.9% compared to the nine months of fiscal 2005. Selling, general and administrative expenses increased 18.0% compared to fiscal 2005. The specifics on changes in net sales, gross profit, general and administrative expense and income before income taxes are addressed in the segment reporting below.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Corporate costs in selling, general and administrative were $14,303 for the nine months of fiscal 2006 compared to $8,297 in fiscal 2005. This increase of $6,006 is primarily the result of increased insurance costs, legal expenses and cost of compliance with Sarbanes-Oxley.

Net sales and income before income taxes for the nine months of fiscal 2006 included net sales and income before income taxes of $135,287 and $18,848 respectively compared to net sales of $44,156 and income before income taxes of $3,736 for the nine months of 2005 for CrossRoads RV acquired November 1, 2004. Net sales and loss before income taxes for the nine months of fiscal 2006 were $30,854 and $853 respectively, for Goshen Coach acquired May 27, 2005. The overall effective tax rate for the nine months of fiscal 2006 was 36.9% compared to 37.2% for the nine months of fiscal 2005.

Segment Reporting

RECREATION VEHICLES

Analysis of Percentage Change in Net Sales Versus Prior Year

				Impact from Internal Growth
	Impact			Average Price
	from Acquisition			Per Unit			Units			Net Change
Recreation Vehicles
Towables		3.0	%		(1.9	)%		22.2	%		23.3	%
Motorized		—			5.3	%		(4.6	)%		.7	%

TOWABLE RECREATION VEHICLES

The increase in towables net sales of 23.3% resulted primarily from an increase in unit shipments. The overall industry increase in towables for August 2005 through March 2006 was 21.7% according to statistics published by the Recreation Vehicle Industry Association. Decreases in the average price per unit resulted from product mix. We estimate that approximately $122,258 or 7.6% of towable net sales, were related to Hurricane relief units sold through our dealer network. We have no comparable industry statistics for the total Hurricane relief units sold.

Towables gross profit percentage increased to 17.0% of net sales for fiscal 2006 from 15.1% of net sales for fiscal 2005. The primary factor for the 38.9% increase in gross profit was the 23.3% increase in net sales and lower manufacturing and warranty costs. Selling, general and administrative expenses were 5.6% of net sales for fiscal 2006 and 5.8% of net sales for fiscal 2005.

Towables income before income taxes increased to 11.4% of net sales for fiscal 2006 from 9.3% of net sales for fiscal 2005. The primary factors for this increase was our 23.3% revenue increase and reduced manufacturing and warranty costs as a percent of sales.

MOTORIZED RECREATION VEHICLES

The increase in motorized net sales of .7% resulted from an increase in average price per unit. The decrease in units sold of approximately 4.6% outperformed the overall market decrease in motorhomes of 14.5% for August 2005 through March 2006 according to statistics published by the Recreation Vehicle Industry Association. Increases in the average price per unit resulted from the combination of price increases and product mix.

Motorized gross profit percentage decreased to 9.2% of net sales for fiscal 2006 from 9.7% of net sales for fiscal 2005. The primary factor for the decreased gross profit in 2006 was due to the decision to not produce a planned motorized product line. The impairment charge associated with the decision was $1,360 and is included in cost of products sold. The balance of the decrease in gross margin is related to reduced unit sales. Selling, general and administrative expenses were 4.9% of net sales for fiscal 2006 and 5.2% of net sales for fiscal 2005.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Motorized income before income taxes was 4.3% of net sales for fiscal 2006 and 4.6% of net sales for fiscal 2005.

BUSES

Analysis of Percentage Change in Net Sales Versus Prior Year

	Impact			Impact from Internal Growth
	from Acquisition			Average Price Per Unit			Units			Net Change
Buses		17.7	%		8.0	%		6.4	%		32.1	%

The increase in buses net sales of 32.1% resulted from a combination of an increase in both average price per unit and unit shipments and our acquisition of Goshen Coach. The increase in units sold of approximately 38.7% would have been 6.4% excluding Goshen Coach. The unit sales increases are indicative of an expected replacement cycle on our buses the majority of which have a 5 year useful life. However, replacement of many older buses were delayed due to decline in the travel industry subsequent to the 9/11 terrorist attacks.

Buses gross profit percentage decreased to 7.5% of net sales for fiscal 2006 from 8.5% of net sales for fiscal 2005 due to the low gross profit on bus contracts assumed in the purchase of Goshen Coach. Selling, general and administrative expenses were 4.6% of net sales for fiscal 2006 and 5.6% for fiscal 2005. The reduction in selling, general and administrative expenses as a percentage of net sales is primarily due to reduced legal and settlement costs in fiscal 2006.

Buses income before income taxes decreased to 2.6% of net sales for fiscal 2006 from 2.9% for fiscal 2005. The primary reason for the decrease is the loss at Goshen Coach.

Financial Condition and Liquidity

$ (in 000)

As of April 30, 2006, we had $266,507 in cash, cash equivalents and short-term investments, compared to $208,815 on July 31, 2005. Short term investments, which are principally investment grade securities composed of asset-based notes, mortgage-backed notes, auction rate securities and corporate bonds, are generally bought and held for sale in the near term and are classified as trading securities. Trading securities are carried at fair market value. Realized and unrealized gains and losses on trading securities are included in earnings. Dividend and interest income are recognized when earned.

Due to the relative short-term maturity (average 3 months) of our trading securities, we do not believe that a change in interest rates will have a significant impact on our financial position or results of future operations.

Working capital at April 30, 2006 was $385,127 compared to $275,228 on July 31, 2005. We have no long-term debt. We currently have a $30,000 revolving line of credit which bears interest at negotiated rates below prime and expires on November 30, 2006. There were no borrowings on this line of credit during the nine months ended April 30, 2006. The loan agreement executed in connection with the line of credit contains certain covenants, including restrictions on additional indebtedness, and requires us to maintain certain financial ratios. We believe that internally generated funds and the line of credit will be sufficient to meet our current needs and any additional capital requirements for the foreseeable future. Capital expenditures of approximately $19,669 for the nine months ended April 30, 2006 were primarily for planned expansions and improvements of $18,213 at our recreation vehicle facilities and $1,456 for our bus operations, primarily at our new Goshen Coach facility.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

The Company anticipates additional capital expenditures in fiscal 2006 of approximately $11,000. These expenditures will be made primarily to expand our RV companies and for replacement of machinery and equipment to be used in the ordinary course of business.

Critical Accounting Policies

The consolidated financial statements of Thor are prepared in conformity with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented. We believe that of our accounting policies, the following may involve a higher degree of judgments, estimates, and complexity:

Impairment of Goodwill, Trademarks and Long-Lived Assets

We at least annually review the carrying value of goodwill and trademarks with indefinite useful lives. Long-lived assets, identifiable intangibles that are amortized, goodwill and trademarks with indefinite useful lives are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. Management believes that the estimates of future cash flows and fair values are reasonable; however, changes in estimates of such cash flows and fair values could affect the evaluations.

Insurance Reserves

Generally, we are self-insured for workers’ compensation and group medical insurance. Under these plans, liabilities are recognized for claims incurred, including those incurred but not reported, and changes in the reserves. At the time a workers’ compensation claim is filed, a liability is estimated to settle the claim. The liability for workers’ compensation claims is determined by a third party administrator using various state statutes and reserve requirements. Group medical reserves are funded through a trust and are estimated using historical claims’ experience. We have a self-insured retention for products liability and personal injury matters of $5,000,000 per occurrence. We have established a reserve on our balance sheet for such occurrences based on historical data and actuarial information. We maintain excess liability insurance aggregating $25,000,000 with outside insurance carriers to minimize our risks related to catastrophic claims in excess of all our self-insured positions. Any material change in the aforementioned factors could have an adverse impact on our operating results.

Warranty

We provide customers of our products with a warranty covering defects in material or workmanship for periods generally ranging from one to two years, with longer warranties on certain structural components. We record a liability based on our best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. Factors we use in estimating the warranty liability include a history of units sold, existing dealer inventory, average cost incurred and a profile of the distribution of warranty expenditures over the warranty period. A significant increase in dealer shop rates, the cost of parts or the frequency of claims could have a material adverse impact on our operating results for the period or periods in which such claims or additional costs materialize. Management believes that the warranty reserve is adequate; however, actual claims incurred could differ from estimates, requiring adjustments to the reserves. Warranty reserves are reviewed and adjusted as necessary on a quarterly basis.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

Income Taxes

The Company accounts for income taxes under the provisions of SFAS No. 109, “Accounting for Income Taxes.” The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. Judgment is required in assessing the future tax consequences of events that have been recognized in the company’s financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could materially impact the Company’s financial position or its results of operations.

Forward Looking Statements

This report includes certain statements that are “forward looking” statements within the meaning of 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 involve uncertainties and risks. There can be no assurance that actual results will not differ from the Company’s expectations. Factors which could cause materially different results include, among others, fuel prices, fuel availability, interest rate increases, increased material costs, the success of new product introductions, the pace of acquisitions, cost structure improvements, competition and general economic conditions. The Company disclaims any obligation or undertaking to disseminate any updates or revisions to any change in expectation of the Company after the date hereof or any change in events, conditions or circumstances on which any statement is based except as required by law.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk from changes in foreign currency related to its operations in Canada. However, because of the size of Canadian operations, a hypothetical 10% change in the Canadian dollar as compared to the U.S. dollar would not have a significant impact on the Company’s financial position or results of operations. The Company is also exposed to market risks related to interest rates because of its investments in corporate debt securities. A hypothetical 10% change in interest rates would not have a significant impact on the Company’s financial position or results of operations.

ITEM 4. Controls and Procedures

As of the end of the period covered by this report, the Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as required by Exchange Act Rule 13a-15(f). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

The Company’s management, including the Chief Executive Officer and the Chief Financial Officer, does not expect that the Company’s disclosure controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)

can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

There have been no changes in the Company’s internal control over financial reporting during the three months ended April 30, 2006 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — Other Information

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c)ISSUER PURCHASES OF EQUITY SECURITIES

					(c) Total Number		(d) Maximum Number
					of Shares		(or Approximate
	(a) Total		(b)		(or Units)		Dollar Value)
	Number		Average		Purchased as		of Shares (or Units)
	of Shares		Price Paid		Part of Publicly		that May Yet Be
	(or Units)		Per Share		Announced Plans		Purchased Under the
Period	Purchased		(or Unit)		or Programs(1)		Plans or Programs
February 2006		—		—		—		1,132,800
March 2006		—		—		—		1,132,800
April 2006		100,000	$	51.01		100,000		1,032,800

(1) On March 11, 2003, we announced that our Board of Directors had approved a share repurchase program, pursuant to which up to 1,000,000 shares of our common stock may be repurchased. In the second quarter of fiscal 2004, we affected a two-for-one stock split, resulting in 2,000,000 shares authorized for repurchase under the program. At April 30, 2006, 1,032,800 common stock remained authorized for repurchase under the repurchase program.

ITEM 6. Exhibits

a.) Exhibits

31.1 Chief Executive Officer’s Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Chief Financial Officer’s Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Chief Executive Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act 2002.

32.2 Chief Financial Officer’s Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act 2002.

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: May 30, 2006	/s/	Wade F. B. Thompson
		Wade F. B. Thompson
		Chairman of the Board, President
		and Chief Executive Officer
DATE: May 30, 2006	/s/	Walter L. Bennett
		Walter L. Bennett
		Executive Vice President,
		Secretary and Chief Financial Officer