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Form 8-K THOR INDUSTRIES INC For: Jun 08 | #cybersecurity | #cyberattack | #hacking | #aihp



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EXHIBIT 99.1

THOR Industries Delivers Record Third Quarter Net Sales And Profitability

Continued RV Demand and Operating Excellence Drive Strong Results

  • Net sales for the third quarter were $4.66 billion, an increase of 34.6% as compared to the third quarter of fiscal 2021.
  • Consolidated gross profit margin for the third quarter was 17.3%, a 270 basis point improvement over the comparable prior-year period.
  • Earnings per share for the third quarter were $6.32 per diluted share, an increase of 92.1% as compared to $3.29 per diluted share in the same period of the prior fiscal year.
  • Consolidated RV backlog as of April 30, 2022 was $13.88 billion.
  • During the third quarter, the Company repurchased approximately $40.0 million of common stock under its $250.0 million share repurchase program.
  • During the third quarter, the Company made principal payments of approximately $124.6 million on its Term Loan. Subsequent to the end of the third fiscal quarter, the Company made additional principal payments of approximately $140.5 million on the Term Loan.
  • For a complete set of investor relations materials, please visit: http://ir.thorindustries.com

ELKHART, Ind., June 08, 2022 (GLOBE NEWSWIRE) — THOR Industries, Inc. (NYSE: THO) today announced record financial results for its third fiscal quarter ended April 30, 2022.

“I am pleased to report this quarter that THOR once again managed through an uncertain business environment to achieve record net sales and profitability across many of our brands. Our teams have done an exceptional job navigating continued supply chain and labor constraints while still fulfilling ongoing dealer and consumer demand for our products. Net sales for our fiscal third quarter increased 34.6%, net income attributable to THOR grew 89.9% and our gross margin improved by 270 basis points compared to the fiscal third quarter of 2021. Our growth and profitability is a result of our ongoing commitment to prudent operational and financial management,” said Bob Martin, President and CEO of THOR Industries.

“At the end of our fiscal third quarter, due to the outstanding production efforts of our team members, our independent dealer inventories of towable RV products were at more historically normal levels. Due to continued high demand for our motorized RVs and persistent global chassis supply constraints, our independent dealer inventories of motorized products were still below optimal levels. We do not expect motorized RV inventory levels to return to more historically normal levels until early in calendar 2023.

“We continue to make progress in managing and fulfilling our order backlog. In the third quarter, we decreased our backlog by more than 3% to $13.88 billion compared to the third fiscal quarter of 2021. This calendar year, we have reduced the backlog, which was $17.73 billion as of January 31, 2022, by 21.7% at the end of our third fiscal quarter on April 30, 2022. We are very pleased with our progress, and we believe that the current backlog, while still elevated, is indicative of healthy long-term demand for our RV products. As we have reported, we actively verify the backlog on an ongoing basis and will continue to do so to make sure that it is aligned with both our dealers’ inventory needs and retail demand. To be clear, the current level of our backlog remains elevated, and we continue to be focused on opportunities to lower it to more traditional levels.

“We remain disciplined in aligning production to meet current demand without overproducing and overloading our independent dealer channel. In order to align production with retail demand, we pulled back on towable production in the latter half of our fiscal third quarter. On a historical basis, we have prudently and proactively managed our production rates category-by-category based on market conditions, and we are doing so again today,” said Martin.

Third-Quarter Financial Results

Consolidated net sales were $4.66 billion in the third quarter of fiscal 2022, compared to $3.46 billion in the third quarter of fiscal 2021. The increase in consolidated net sales was largely impacted by the increase in the average sales price of our units in addition to the increase in units sold. The addition of Airxcel, acquired in September 2021, accounted for $154.0 million of the increase in net sales for the third quarter of fiscal 2022, net of intercompany sales.

Consolidated gross profit margin increased 270 basis points to 17.3% for the third quarter of fiscal 2022, from 14.6% in the corresponding period a year ago driven by margin-focused operational improvements and the low discount environment.

Net income attributable to THOR Industries and diluted earnings per share for the third quarter of fiscal 2022 were $348.1 million and $6.32, respectively, compared to $183.3 million and $3.29, respectively, for the prior-year period.

Segment Results

North American Towable RVs

($ in thousands) Three Months Ended April 30,   %
Change
  Nine Months Ended April 30,   %
Change
  2022   2021     2022   2021  
Net Sales $ 2,640,137   $ 1,726,102   53.0   $ 6,866,059   $ 4,491,327   52.9
Gross Profit $ 453,907   $ 264,476   71.6   $ 1,239,162   $ 711,980   74.0
Gross Profit Margin %   17.2     15.3         18.0     15.9    
Income Before Income Taxes $ 326,697   $ 167,693   94.8   $ 868,874   $ 456,752   90.2
  As of April 30,   %
Change
($ in thousands) 2022   2021  
Order Backlog $ 6,899,675   $ 7,429,729   (7.1 )

North American Motorized RVs

($ in thousands) Three Months Ended April 30,   %
Change
  Nine Months Ended April 30,   %
Change
  2022   2021     2021   2020  
Net Sales $ 1,053,045   $ 775,393   35.8   $ 2,954,879   $ 1,846,243   60.0
Gross Profit $ 173,904   $ 96,288   80.6   $ 469,906   $ 239,508   96.2
Gross Profit Margin %   16.5     12.4         15.9     13.0    
Income Before Income Taxes $ 116,293   $ 54,780   112.3   $ 309,228   $ 139,768   121.2
  As of April 30,   %
Change
($ in thousands) 2022   2021  
Order Backlog $ 4,100,040   $ 3,550,286   15.5

European RVs

($ in thousands) Three Months Ended April 30,   %
Change
  Nine Months Ended April 30,   %
Change
  2022   2021     2022   2021  
Net Sales $ 724,002   $ 894,240   (19.0 )   $ 2,080,729   $ 2,230,191   (6.7 )
Gross Profit $ 99,845   $ 120,159   (16.9 )   $ 257,418   $ 287,177   (10.4 )
Gross Profit Margin %   13.8     13.4         12.4     12.9    
Income Before Income Taxes $ 20,559   $ 43,993   (53.3 )   $ 12,248   $ 48,703   (74.9 )
  As of April 30,   %
Change
($ in thousands) 2022   2021  
Order Backlog $ 2,878,052   $ 3,344,033   (13.9 )

Management Commentary

“We achieved yet another quarter of record net sales and earnings despite ongoing chassis supply constraints which limited our production volumes and prevented us from meeting the market demand for motorized products in both North America and Europe which prevented us from posting an even stronger quarter. Our focus on long-term margin improvement along with lower discounts resulted in our outstanding consolidated gross profit margin of 17.3% for the fiscal third quarter, and we are confident that our core margin improvement strategies will sustainably improve our margin profile for the long run. While margin levels have been positively impacted by a low discount environment in the last couple of quarters, as the industry returns to a more normalized discounting environment, our 2025 goal of 16% consolidated gross margin is still attainable,” said Colleen Zuhl, Senior Vice President and Chief Financial Officer.

“Our record fiscal 2022 third quarter operating results helped generate strong net cash from operations. Net cash provided by operating activities for the nine months ended April 30, 2022 was $637.5 million as compared to net cash used in operating activities of $175.1 million for the nine months ended April 30, 2021. We remain committed to a balanced approach to capital deployment as we leverage our strong cash flow to enhance the long-term value of our company. During the third quarter of fiscal 2022, in addition to organic reinvestment into our operations, we continued to reduce our overall debt with principal payments of $124.6 million on our Term Loan. Subsequent to the end of the third fiscal quarter, we made additional principal payments of $140.5 million on our Term Loan, and our remaining principal balance on the Term Loan as of June 3, 2022 is approximately $1.22 billion.

During the three months ended April 30, 2022, we also repurchased 499,106 shares of our common stock at a weighted-average price of $80.12 for an aggregate purchase price of approximately $40.0 million. Since announcing our $250.0 million share buyback authorization in December 2021, we have now repurchased nearly 1.1 million shares of our common stock at a weighted-average price of $90.20 for a total aggregate purchase price of $98.3 million. As of April 30, 2022, the remaining amount of the Company’s common stock that may be repurchased under this buyback authorization is $151.7 million,” added Zuhl.

“In balance with margin improvement, we are focused on stabilizing and growing market share. As an example, we have aggressively developed and introduced a comprehensive line of Class B motorhomes across our brands for delivery to our independent dealer network. We did not have any meaningful share in this segment when we started a few years ago, but according to first quarter data for calendar 2022 from Statistical Surveys, Inc., we have taken significant market share and are now the #1 RV manufacturer within the North American Class B motorhome category. When combined with our European sales of campervans, which are European Class B equivalents, we are also the global leader in this segment – the hottest segment currently within the RV industry. It is a testament to our ability to use our scale and innovation to quickly grow in a new market segment. In addition, with this exciting news, as of the end of the quarter, we are now the market share leader in every North American RV product category in which we compete,” added Todd Woelfer, Senior Vice President and Chief Operating Officer.

Outlook

“The RV industry’s calendar 2022 retail selling season has been impacted by the current macroeconomic conditions faced by consumers, and while North American industry retail towable demand is anticipated to be lower than the historically high levels of recent quarters, it remains robust as enthusiasm for the RV lifestyle continues to grow. Motorized industry retail demand continues to outpace the industry’s ability to produce given the limitations on chassis supply. Industry retail registrations in the first calendar quarter of 2022, while below the record levels of 2021, exceeded both 2020 and 2019 registrations in both North America and Germany. We believe retail demand for the remainder of our Fiscal Year 2022 and the beginning of Fiscal 2023 will be strong, barring additional macroeconomic impacts, and we expect calendar year 2022 North American RV industry retail sales of between 460,000 and 480,000 units, which would represent one of the best years of North American RV retail sales on record,” continued Woelfer.

“Based on the recent moderation of North American retail demand, the RV Industry Association (‘RVIA’) recently reduced its North American wholesale forecast for calendar year 2022 shipments to be between 537,800 and 561,900 units with a most likely total of 549,900 units. We agree with the revised lower end of the wholesale RVIA’s forecast, and we believe it is in alignment with our forecasted RV industry retail sales as a number of the wholesale units shipped so far this year were used to restock dealer towable inventories to more normalized levels. Looking ahead to the second half of the calendar year, we expect RV Industry wholesale shipments and retail RV sales to be closer to one-to-one parity, as we work to manage wholesale production to align with retail demand.

“As the world’s leading RV manufacturer, we recognize the importance of maintaining production discipline as we strive to fulfill dealer orders that are in balance with retail sales forecasts. Our production discipline is greatly valued among our dealer partners as we work to protect the long-term interests of our customers and the industry,” concluded Woelfer.

“As always, we remain focused on driving growth, profitability and long-term value for all of our stakeholders. We are currently implementing many strategic and innovative initiatives to expand our industry leadership position in fiscal year 2023 and beyond. We look forward to sharing our long-term vision, priorities and financial targets with you at our Investor Day in late June,” added Martin.

Supplemental Earnings Release Materials

THOR Industries has provided a comprehensive question and answer document, as well as a PowerPoint presentation, relating to its quarterly results and other topics.

To view these materials, go to http://ir.thorindustries.com.

About THOR Industries, Inc.

THOR Industries is the sole owner of operating companies which, combined, represent the world’s largest manufacturer of recreational vehicles.

For more information on the Company and its products, please go to www.thorindustries.com.

Forward-Looking Statements

This release 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 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 independent dealers or on retail customers; 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 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 extent and impact from the continuation of the COVID-19 pandemic, along with the responses to contain the spread of the virus, or its variants, by various governmental entities or other actors, which may have negative effects on retail customer demand, our independent dealers, our supply chain, our labor force, our production or other aspects of our business; 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; 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 to attract production personnel in times of high demand; the loss or reduction of sales to key independent dealers; disruption of the delivery of units to independent dealers; increasing costs for freight and transportation; asset impairment charges; competition; the impact of potential losses under repurchase agreements; the potential impact of the strength of the U.S. dollar on international demand for products priced in U.S. dollars; general economic, market and political conditions in the various countries in which our products are produced and/or sold; the impact of changing emissions and other 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 our Quarterly Report on Form 10-Q for the quarter ended April 30, 2022 and in Item 1A of our Annual Report on Form 10-K for the year ended July 31, 2021.

We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this release 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.

THOR INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND NINE MONTHS ENDED APRIL 30, 2022 AND 2021
($000’s except share and per share data) (Unaudited)
                         
    Three Months Ended April 30,   Nine Months Ended April 30,
      2022   % Net Sales (1)     2021   % Net Sales (1)     2022   % Net Sales (1)     2021   % Net Sales (1)
                         
Net sales   $ 4,657,517       $ 3,459,264       $ 12,490,759       $ 8,724,412    
                         
Gross profit   $ 807,445   17.3 %   $ 505,280   14.6 %   $ 2,138,143   17.1 %   $ 1,299,009   14.9 %
                         
Selling, general and administrative expenses     281,676   6.0 %     231,834   6.7 %     845,009   6.8 %     619,786   7.1 %
                         
Amortization of intangible assets     40,725   0.9 %     30,480   0.9 %     117,288   0.9 %     87,110   1.0 %
                         
Interest expense, net     22,289   0.5 %     26,666   0.8 %     67,516   0.5 %     74,586   0.9 %
                         
Other income, net     (348 ) %     16,379   0.5 %     13,172   0.1 %     25,430   0.3 %
                         
Income before income taxes     462,407   9.9 %     232,679   6.7 %     1,121,502   9.0 %     542,957   6.2 %
                         
Income taxes     116,389   2.5 %     49,960   1.4 %     265,046   2.1 %     113,409   1.3 %
                         
Net income     346,018   7.4 %     182,719   5.3 %     856,456   6.9 %     429,548   4.9 %
                         
Less: net income (loss) attributable to non-controlling interests     (2,033 ) %     (592 ) %     (405 ) %     (44 ) %
                         
Net income attributable to THOR Industries, Inc.   $ 348,051   7.5 %   $ 183,311   5.3 %   $ 856,861   6.9 %   $ 429,592   4.9 %
                         
Earnings per common share                        
Basic   $ 6.34       $ 3.31       $ 15.50       $ 7.77    
Diluted   $ 6.32       $ 3.29       $ 15.44       $ 7.72    
                         
Weighted-avg. common shares outstanding – basic     54,906,356         55,366,241         55,278,320         55,323,080    
Weighted-avg. common shares outstanding – diluted     55,068,783         55,723,378         55,507,023         55,615,107    
                         
(1) Percentages may not add due to rounding differences
SUMMARY CONDENSED CONSOLIDATED BALANCE SHEETS ($000’s) (Unaudited)
                     
    April 30,
2022
  July 31,
2021
      April 30,
2022
  July 31,
2021
Cash and equivalents   $ 331,979   $ 448,706   Current liabilities   $ 1,971,657   $ 1,794,785
Accounts receivable, net     1,246,798     949,932   Long-term debt     1,983,596     1,594,821
Inventories, net     1,734,079     1,369,384   Other long-term liabilities     339,064     316,376
Prepaid income taxes, expenses and other     45,658     35,501   Stockholders’ equity     3,441,183     2,948,106
Total current assets     3,358,514     2,803,523            
Property, plant & equipment, net     1,233,907     1,185,131            
Goodwill     1,834,873     1,563,255            
Amortizable intangible assets, net     1,171,149     937,171            
Deferred income taxes and other, net     137,057     165,008            
Total   $ 7,735,500   $ 6,654,088       $ 7,735,500   $ 6,654,088

Contacts:

Mark Trinske
Vice President of Investor Relations
[email protected]
(574) 970-7912

Michael Cieslak, CFA
Investor Relations Manager
[email protected]
(574) 294-7724

Exhibit 99.2

 

 

www.thorindustries.com THOR INDUSTRIES THIRD QUARTER OF FISCAL 2022 FINANCIAL RESULTS

FORWARD – LOOKING STATEMENTS This presentation includes certain statements that are “forward – looking” statements within the meaning of the U . S . Private Securities Litigation Reform Act of 1995 , Section 27 A of the Securities Act of 1933 , as amended, and Section 21 E 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 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 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 extent and impact from the continuation of the COVID – 19 pandemic, along with the responses to contain the spread of the virus, or its variants, by various governmental entities or other actors, which may have negative effects on retail customer demand, our independent dealers, our supply chain, our labor force, our production or other aspects of our business ; 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 to attract production personnel in times of high demand ; the loss or reduction of sales to key independent dealers ; disruption of the delivery of units to independent dealers ; increasing costs for freight and transportation ; asset impairment charges ; competition ; the impact of potential losses under repurchase agreements ; the potential impact of the strength of the U . S . dollar on international demand for products priced in U . S . dollars ; general economic, market and political conditions in the various countries in which our products are produced and/or sold ; the impact of changing emissions and other 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 our Quarterly Report on Form 10 – Q for the quarter ended April 30 , 2022 and in Item 1 A of our Annual Report on Form 10 – K for the year ended July 31 , 2021 . We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward – looking statements contained in this presentation 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 . 2

European $0.72 bn 15.5% NA Motorized $1.05 bn 22.6% NA Towables $2.64 bn 56.7% Other $0.24 bn 5.2% NORTH AMERICAN INDEPENDENT DEALER INVENTORY OF THOR PRODUCTS RV BACKLOG OF $13.88 BILLION (3.1)% * Includes $154.0 million of net sales from Airxcel ** As compared to the third quarter of fiscal year 2021 THIRD QUARTER OF FISCAL YEAR 2022 Gross Margin 17.3% +270 bps** Diluted EPS $6.32 +92.1%** Net Sales $4.66 billion * +34.6%** *** Includes units of Tiffin products subsequent to the December 2020 acquisition of the Tiffin Group 3 **** Includes Tiffin backlog subsequent to the December 2020 acquisition of the Tiffin Group *** *** **** ****

NET SALES  Increased 53 . 0 % * due to an increase in unit shipments, changes in product mix and selective net selling price increases GROSS PROFIT MARGIN  Increased 190 basis points* driven by improved labor, overhead, freight and warranty costs as a percentage of net sales, partially offset by an increase in the material cost percentage BACKLOG  Decreased approximately $6.90 billion 7%* to NORTH AMERICAN TOWABLE SEGMENT Third Quarter of Fiscal 2022 *in the third quarter of fiscal 2022 compared to the prior – year period 4

NET SALES  Increased 35.8%* driven by an increase in unit shipments, changes in product mix and selective net selling price increases GROSS PROFIT MARGIN  Increased 410 basis points* driven by a reduction in sales discounts, selective net selling price increases, product mix changes and lower overhead costs as a percentage of sales BACKLOG  Increased approximately 16%* to $4.10 billion NORTH AMERICAN MOTORIZED SEGMENT Third Quarter of Fiscal 2022 *in the third quarter of fiscal 2022 compared to the prior – year period 5

NET SALES  Decreased 19 . 0 % * driven by a 12 . 5 % decrease in unit shipments and a decrease in foreign exchange rates Net sales decreased 12 . 2 % on a constant – currency basis GROSS PROFIT MARGIN  Increased by 40 basis points* due to improved labor and warranty costs, partially offset by higher overhead costs as a percentage of sales BACKLOG  THOR’s European RV backlog decreased approximately 14 % * to $ 2 . 88 billion primarily due to a decrease in foreign exchange rates EUROPEAN SEGMENT Third Quarter of Fiscal 2022 *in the third quarter of fiscal 2022 compared to the prior – year period 6

APPENDIX

THOR AT – A – GLANCE 5 COUNTRIES 25 + COUNTRIES MANUFACTURING OPERATIONS IN DISTRIBUTION IN (1) As of July 31, 2021 GEOGRAPHIC NET SALES (1) THOR Industries (NYSE : THO) was founded in 1980 and is headquartered in Elkhart, Indiana . THOR is the sole owner of operating companies which, combined, represent the world’s largest manufacturer of recreational vehicles Other Europe 9.7% Germany 16.1% United States 68.7% Canada 5.2% Other 0.3% ANNUAL WHOLESALE UNIT SHIPMENTS FRANCE GERMANY ITALY UNITED KINGDOM UNITED STATES 23,351,000 SQUARE FEET (1) 397 FACILITIES (1) ~3,500 INDEPENDEN T DEALERSHIP LOCATIONS (1) TOWABLE EUROPEAN MOTORIZED OTHER NORTH AMERICAN 8

RV INDUSTRY OVERVIEW North America (1) Source : Statistical Surveys, Inc., U.S. and Canada; CYTD through March 31, 2022 and 2021 (2) Source : Recreation Vehicle Industry Association, CYTD through March 31, 2022 (3) Source : The Conference Board, Consumer Confidence Survey ® , through March 2022 2022 INDUSTRY WHOLESALE UNIT SHIPMENTS BY TYPE (2) CONSUMER CONFIDENCE VS. RV RETAIL REGISTRATIONS CALENDAR YEAR RV RETAIL MARKET SHARE (1) THOR Forest River Winnebago Grand Design REV Group Gulfstream All Others 2022 Towable 90,301 units 2022 Motorized 12,534 units 2021 Motorized 13,290 units 2021 Towable 117,053 units 50.2% 39.9% 48.4% 39.7% 35.4% 17.0% 9.9% 1.7% 11.1% 2.0% 18.4% 6.4% 8.0% 8.8% 9.8% 38.8% 1.5% 1.4% 7.7% 17.0% 19.3% 7.6% Note: 2022 represented above includes the trailing twelve months of registrations ended March 9

TOWABLE RV WHOLESALE MARKET TRENDS (UNITS 000’s) YTD Shipments (Units) March 2022 March 2021 Unit Change % Change 171,466 148,507 22,959 +15.5% YTD Shipments (Units) March 2022 March 2021 Unit Change % Change 155,687 134,199 21,488 +16.0% YTD Shipments (Units) March 2022 March 2021 Unit Change % Change 15,779 14,308 1,471 +10.3% Historical Data: Recreation Vehicle Industry Association (RVIA) (e) Calendar year 2022 represents the most recent RVIA “most likely” estimate from their May 2022, Summer 2022 issue of Roadsigns 5 – year CAGR (2016 – 2021): 6.9% 5 – year CAGR (2016 – 2021): 7.7% 5 – year CAGR (2016 – 2021): 0.5% RV INDUSTRY OVERVIEW North America RV WHOLESALE MARKET TRENDS (UNITS 000’s) 10 MOTORIZED RV WHOLESALE MARKET TRENDS (UNITS 000’s)

(1) Source : European Caravan Federation; CYTD through March 31, 2022 and 2021; European retail registration data available at www.CIVD.de (2) Source : Statistical Surveys (www.statisticalsurveys.com) Country Caravans Motorcaravans Total CYTD March 31, % CYTD March 31, % CYTD March 31, % 2022 2021 Change 2022 2021 Change 2022 2021 Change Germany 5,576 5,166 7.9 % 17,485 19,058 (8.3) % 23,061 24,224 (4.8) % France 2,457 2,144 14.6 % 6,440 7,234 (11.0) % 8,897 9,378 (5.1) % U.K. 3,999 2,744 45.7 % 2,930 2,076 41.1 % 6,929 4,820 43.8 % Netherlands 1,538 1,549 (0.7) % 602 692 (13.0) % 2,140 2,241 (4.5) % Switzerland 425 423 0.5 % 1,972 2,169 (9.1) % 2,397 2,592 (7.5) % Sweden 482 694 (30.5) % 602 1,455 (58.6) % 1,084 2,149 (49.6) % Italy 204 118 72.9 % 2,014 1,796 12.1 % 2,218 1,914 15.9 % Belgium 376 367 2.5 % 1,755 2,115 (17.0) % 2,131 2,482 (14.1) % Spain 428 369 16.0 % 1,558 1,376 13.2 % 1,986 1,745 13.8 % All Others 1,788 2,295 (22.1) % 3,406 3,615 (5.8) % 5,194 5,910 (12.1) % Total 17,273 15,869 8.8 % 38,764 41,586 (6.8) % 56,037 57,455 (2.5) % EUROPEAN INDUSTRY UNIT REGISTRATIONS BY COUNTRY (1) The Company monitors retail trends in the European RV market as reported by the European Caravan Federation, whose industry data is reported to the public quarterly Industry wholesale shipment data for the European RV market is not available FULL – YEAR COMPARISON OF NEW VEHICLE REGISTRATIONS BY CONTINENT (UNITS 000’s) (1) (2) RV INDUSTRY OVERVIEW Europe 11

CAPITAL MANAGEMENT CASH PRIORITIES Invest in THOR’s business – Q3 capex spending of $52.9M Pay THOR’s dividend – Q2 dividend of $0.43 per share* Reduce the Company’s debt obligations – Reduced debt with Q3 term loan principal payments of approx. $124.6M Support opportunistic strategic investments, to enhance long – term shareholder value Repurchase of shares on a strategic and opportunistic basis – Repurchased 499,106 shares for approx. $40.0 million NET CASH FROM OPERATIONS AND CAPITAL EXPENDITURES ($ millions) QUARTERLY DIVIDENDS PER SHARE *Q3 dividend not yet declared. 12

www.thorindustries.com INVESTOR RELATIONS CONTACTS Mark Trinske Vice President of Investor Relations [email protected] (574) 970 – 7912 Michael Cieslak, CFA Investor Relations Manager [email protected] (574) 294 – 7724

Exhibit 99.3

 

 

THIRD QUARTER OF FISCAL 2022

INVESTOR QUESTIONS & ANSWERS

June 8, 2022

 

Forward-Looking Statements

Reference is made to the forward-looking statements
disclosure provided at the end of this document.

 

Executive Overview

 

Net sales for the third quarter were $4.66 billion, an increase of 34.6% as compared to the third quarter
of fiscal 2021.
Consolidated gross profit margin for the third quarter was 17.3%, a 270 basis point improvement over the
comparable prior-year period.
Earnings per share for the third quarter were $6.32 per diluted share, an increase of 92.1% as compared
to $3.29 per diluted share in the same period of the prior fiscal year.
Consolidated RV backlog as of April 30, 2022 was $13.88 billion.
During the third quarter, the Company repurchased approximately $40.0 million of common stock under its
$250.0 million share repurchase program.
During the third quarter, the Company made principal payments of approximately $124.6 million on its Term
Loan. Subsequent to the end of the third fiscal quarter, the Company made additional principal payments of approximately $140.5 million
on the Term Loan.
For our complete set of investor relations materials, please visit: http://ir.thorindustries.com

 

Quick Reference to Contents

Current Market Conditions and Outlook Assumptions 2
       
Q&A  
    Market Update 3
    Operations Update 7
    Financial Operating Results 8
       
Segment Data  
    Summary of Key Quarterly Segment Data – North American Towable RVs 11
    Summary of Key Quarterly Segment Data – North American Motorized RVs 12
    Summary of Key Quarterly Segment Data – European RVs 13
       
Forward-Looking Statements 14

 

Current Market Conditions and Outlook Assumptions

 

Market demand conditions in North America.

The RV industry’s calendar 2022
retail selling season has been impacted by the current macroeconomic conditions faced by consumers, and while North American industry
retail towable demand is anticipated to be lower than the historically high levels of recent quarters, we anticipate that consumer demand
will remain strong for the foreseeable future as interest in the RV lifestyle continues to grow. Motorized retail demand continues to
outpace the industry’s ability to produce, mainly due to the current limitations on chassis supply. We believe the dealer restocking
cycle for towables is near completion while the restocking cycle for motorized products will likely extend into calendar year 2023.

 

The Recreational Vehicle Industry Association
(RVIA) recently issued its updated forecast for
calendar year 2022 wholesale unit shipments. The RVIA forecast now projects that total North American wholesale shipments in calendar
year 2022 will range between 537,800 and 561,900 units with a most likely year-end total of approximately 549,900 units. This forecast
is down from the record unit shipments in calendar year 2021 of 600,240 but very strong from a historical shipment perspective. We agree
with the revised lower end of the RVIA’s forecast as we work to manage wholesale production to align with retail demand.

 

Market demand conditions in Europe.

 

Demand in the European RV retail market
also remains strong despite the persistent chassis supply constraints that currently limit our ability to align production with market
demand for motorized product. According to the European Caravan Foundation (“ECF”), total retail registrations in Europe for
the first calendar quarter of 2022 decreased 2.5% compared to same time period in 2021 as Motorcaravan retail registrations in Europe
for the first calendar quarter of 2022 decreased by 6.8%. Caravan retail registrations in Europe for the first calendar quarter of 2022
increased 8.8% compared to calendar year 2021. Independent RV dealer inventory levels of our European RV products are generally below
pre-pandemic levels in the various countries in which we serve. Within Germany, which accounts for approximately 60% of our European product
sales, independent dealer inventories are significantly below historical stocking levels.

 

 

Consolidated backlog was $13.88 billion
as of April 30, 2022, a decrease of 3.1% from April 30, 2021. North American RV backlog was $11.00 billion as of April 30, 2022, an increase
of 0.2% compared to $10.98 billion as of April 30, 2021. European RV backlog was $2.88 billion as of April 30, 2022, a decrease of 13.9%
compared to $3.34 billion as of April 30, 2021.

 

Supply chain in North America and Europe.

 

We are seeing positive signs in the
moderation of supply chain issues, particularly for North America towable products. We now have improved access to “parts and pieces”
needed for production (especially North America towable production) and as a result have been able to produce towable units and restock
dealer inventories to historically normal levels. We expect that the easing of the supply chain challenges should help drive down our
cost of goods sold as we look ahead.

 

On the motorized side (approximately
10% of our volumes in North America and 80% of our volumes in Europe), chassis supply continues to be a constraint due to the ongoing
chip shortage. As a result, we continue to experience reduced and inconsistent chassis deliveries.

Macroeconomic factors.

 

The extent to which macroeconomic factors
and other uncertainties may impact our business in future periods remains to be seen. The Russian invasion of Ukraine has created not
only great devastation to the country of Ukraine but has also created worldwide financial instability that could impact economies across
the globe. While direct impacts to our business are limited, the indirect impacts to our retail customers of inflationary price increases
could affect demand for our products. We remain in a relatively low interest rate environment, even after recent increases in short-term
interest rates by the Federal Reserve. In the event of continued gradual increases in interest rates, we expect minimal adverse impact
on demand for RVs, as dealers can usually customize a loan to fit the buyer’s targeted monthly payment even if rates rise modestly.
While interest rates may gradually increase, we do not expect a significant change in the lending environment in calendar year 2022.

 

Positive long-term RV industry outlook in both North America and Europe.

 

Our confident long-term outlook is supported
by favorable demographics, strong RV retail sales, adequate current availability of RV dealer and consumer credit, which remains at historically
low interest rates in both North America and Europe, and favorable perception of RVing as promoting a safe and healthy lifestyle. In addition,
many independent dealers, particularly the larger dealers in North America, continue to invest heavily in their businesses through acquisitions,
new or expanded locations, added service facilities and other amenities to serve RV consumers, while local, state and federal governments
are actively investing in improving and expanding outdoor recreation spaces. We believe these actions will enhance the experience of current
RVers and encourage new buyers to enter the lifestyle.

 

Q&A

 

MARKET UPDATE

 

1. How strong is current North American retail demand? What is your expectation for retail unit sales in calendar 2022 coming off
of a record year in calendar 2021?

 

a. The start of the 2022 calendar year saw continued strong retail demand in the RV industry in the North
American market as both first-time and repeat buyers pursued the RV lifestyle. According to the most recent Statistical Surveys, Inc.
registration data, first quarter of calendar 2022 North American retail registrations represent the second best start to a calendar year
on record, second only to calendar 2021.

 

Nevertheless, the industry has seen
a relative lowering of retail demand from record calendar 2021 levels as the consumer adapts to inflationary pressures, rising interest
rates and geopolitical concerns – all of which impact consumer confidence. Looking ahead, these uncertainties may further impact
retail demand for RVs.

 

Near term, based on current retail trends,
dealer feedback and macroeconomic conditions, we expect calendar year 2022 North American
retail sales of between 460,000 and 480,000, which would represent one of the best years of North American RV retail sales on record and
is in line with retail unit sales in pre-pandemic calendar years 2017-2019.

 

Notwithstanding the current macroeconomic
events, there are a number of favorable trends that support the continued near- and long-term growth of the RV industry, including a continued
growing interest in camping and experiencing the outdoors, the rise of alternative RVing and camping resources, investments in campgrounds,
continued remote work where employees can “work from anywhere”, increased U.S. federal funding of national park improvements
and favorable demographics including younger buyers.

 

 

In its 2022 North American Camping report,
the Kampgrounds of America (“KOA”) projects 61.3 million households will camp in 2022, a 7.6% increase over a record number
of camping households in 2021. Furthermore, the report indicated 56% of campers are interested in some type of RVing experience in 2022.
In fact, there have been 6.2 million new RVing households during the past two years. As the outdoor industry has observed a historical
correlation between campers and eventual RV owners, these data points reaffirm our belief that strong demand for THOR products is sustainable
over the coming years.

 

2. During the quarter, North American independent dealer inventory levels of THOR products increased to 135,500 units at April 30,
2022. Can you comment on current dealer inventory levels? Are you concerned with increasing dealer inventory levels?

 

a. As part of normal seasonality, dealer inventory levels typically reach their peak in the spring time ahead
of the prime retail selling season. Current North American RV independent dealer inventory levels remain healthy and are well below April
2018 levels. So, there is little concern that dealer inventory levels are growing beyond expected consumer demand. In addition, coming
off of historically low inventory levels in the fall of calendar 2021, the RV product in the channel remains fresh with little aging.

 

Within the fiscal third quarter, we
successfully rebuilt our North America independent dealer inventory to normalized levels for towable products and we feel comfortable
with current dealer inventories across our towable brands. To return to a normal ordering cycle where dealers order to replenish sold
stock, we pulled back on towable production as we exited the fiscal third quarter and we will continue to proactively match production
to our dealer needs moving forward. Looking to the remainder of calendar 2022, we expect our towable inventory levels to ultimately align
to the normalized, pre-pandemic levels as we exit the calendar year.

 

Within our North American Motorized
and European segments, independent dealer inventory continues to be well below optimal levels. We expect the replenishment timeline for
motorized products to extend into calendar 2023 as a result of the ongoing supply constraints, specifically chassis, that continue to
impact our production ability.

 

3. Can you comment on reports that North American RV manufacturers are “massively overproducing”?

 

a. To the extent that such reports expressly stated or implied that THOR was overproducing, they are inaccurate.
THOR companies have not overproduced and are dynamically managing the business in a disciplined manner to avoid overproduction. We cannot
speak for our competitors, but THOR has moderated its production schedule and output to be sensitive to dealer inventory levels and not
to oversupply the dealer channel.

 

On a consistent basis, THOR prudently
and proactively manages its production rates, on a category by category basis as needed, based on market conditions and is doing so again
today.

 

We are not building any “open
orders” and are focused on producing units to fill specific dealer orders. Any THOR finished goods awaiting transport to dealers
across North America were built under a dealer order.

4. Can you comment on the decrease of THOR’s RV backlog?

 

a. Our consolidated RV backlog as of April 30,
2022 of $13.88 billion decreased
3.1% compared to the RV backlog as of the third fiscal quarter of 2021 and has declined 21.7% from the January 31, 2022 RV backlog value
of
$17.73 billion. This sequential decline in backlog reflects our continued
progress in restocking inventory, namely for towable products, as well as our proactive reconfirmation of the backlog.
We remain
committed to managing our backlog as we continue to have regular dialogue with our dealers to make sure the backlog is aligned with both
our dealers’ inventory needs and retail demand. Overall, backlog levels
remain elevated compared to pre-pandemic levels as demand for RV products and enthusiasm for the RV lifestyle remains strong.

 

5. How do used RV sales impact RV wholesale sales? How might increased availability of used units impact
THOR’s new RV unit sales?

 

a. A robust used RV market is healthy for the industry as it often attracts new buyers into the RV lifestyle.
We do anticipate, and history has shown, that many used RV buyers will purchase a new unit at some point in the future. Used RV sales
are a complement to the new RV market since the used-RV buyer generally follows the same historical 3- to 5-year trade-in, trade-up cycle,
adding to potential new RV sales in the long-term. Consequently, a healthy used RV market expands our total addressable market. Thus,
we support the focus by dealers to improve availability of used RVs.

 

6. There is currently a lot of macroeconomic uncertainty facing the consumer today. What are the macroeconomic
risks that you see impacting demand for RV products?

 

a. As we have indicated, there has been a relative lowering of retail demand from record calendar 2021 levels
as the consumer adapts to inflationary pressures, rising interest rates, higher gas prices and geopolitical concerns. Despite each of
these risks, we still expect a growing number of consumers to pursue the RV lifestyle as surveys conducted by THOR, RVIA and others continue
to show that Americans love the freedom of the outdoors and the enrichment that comes with living an active lifestyle. RVs allow people
to be in control of their travel experiences, going where they want, when they want and with the people they want.

 

Inflation

While inflation has caused our input
costs and, therefore, wholesale prices to move higher, there has been no discernible impact on new RV retail unit sales to date. Retail
sales have remained strong as an increased pipeline of new buyers and trade-up activity continues to drive demand for RV products. The
breadth of THOR’s product offering allows consumers to choose from models and floorplans across all price points.

 

Interest rates

Even after recent and anticipated increases
in short-term rates by the Federal Reserve, we remain in a historically low interest rate environment,. In the event of additional rate
increases, we expect minimal adverse impact on demand for RVs, as dealers can usually customize a loan to fit the buyer’s targeted
monthly payment even if rates rise modestly. While rates may gradually increase, we do not expect a significant change in the lending
environment in calendar year 2022, so we do not anticipate any material impact from rate increases in the foreseeable future.

 

 

Fuel prices

Similar to interest rates, unless we
see a sustained material increase in the price of gasoline, we would expect little adverse impact on the demand for RVs. This is confirmed
by THOR’s 2022 U.S. Camper Perception Study, which explored consumer RV purchase and usage behavior in the environment of rising
fuel prices. According to the study, rising fuel costs will have minimal impact on consumers’ likelihood to purchase an RV in the
next five years and rising fuel costs have a nominal impact on intended RV usage in the coming year. As with all consumer discretionary
purchases, a much broader perspective is necessary to assess the direction of any impact on demand. As a single data point, rising fuel
prices have not historically suppressed demand, even when prices become materially elevated. RV owners may reduce the distance they travel,
but historically they continue to utilize their RV and enjoy the personal and health benefits the RV lifestyle can provide.

 

Geopolitical uncertainty

Our European companies do not have any
direct sales exposure to Russia or Ukraine. Moreover, the majority of our European unit shipments are delivered into Western Europe. Despite
limited sales exposure, European consumers may be subject to additional inflationary pressures as a result of volatility in various commodity
markets and rising labor cost in a scarcer labor market. However, we expect to see little adverse impact on demand of our products.

 

 

 

 

 

 

OPERATIONS UPDATE

 

1. You noted that you are in agreement with the revised lower end of the RVIA’s most recent forecast.
What is the cadence of your North American towable production over the balance of calendar year 2022 with inventory levels now normalized?
Motorized production?

 

a. Within our North American Towables segment, THOR remains disciplined in aligning production to meet current
demand without overproducing and overloading our independent dealer channel. To align with the recent relative lowering of retail demand
from record calendar 2021 levels, we began adjusting production levels in our third quarter of fiscal 2022 and we continue to adjust production
to pace with retail demand through the reduction of daily production rates and the shortening of production schedules. Looking ahead,
we will continue to proactively realign and rebalance production as needed, with the ultimate goal of optimizing independent dealer inventory.
We will remain disciplined through this period to the benefit of our dealers, our shareholders, our employees, the industry and THOR itself.

 

Within our North American Motorized
segment, production levels in the near term will continue to be constrained by chassis availability, which will limit our ability to increase
production volumes. We expect these ongoing challenges to persist and, in particular, anticipate continued shortages and delays in receipt
of chassis continuing into calendar 2023.

 

2. Can you comment on THOR’s approach to North American retail market share?

 

a. THOR is focused on a balanced approach between growth of overall profitability and retail market share
as we continue to make progress on our strategic plan. In the current operating environment, we have elected not to simply chase share
and have remained true to a more prudent approach that has enabled us to drive improvements in quality and, more broadly, margins. As
a consequence of the improvement in quality, we’ve realized a decrease in our warranty expense and have achieved sustainable growth
in our margins.

 

In the towables segment, this strategy
resulted in a slight towable RV market share drop in calendar year 2021, but we have recently seen our overall towable market share stabilize.
According to March 2022 Statistical Surveys, Inc. registration data, we experienced a 0.2% gain in overall towable market share in the
first quarter of calendar 2022 over calendar year 2021.

 

In the motorized segment, based on March
2022 SSI data, we have become the market share leader within the Class B motorhome category, the hottest segment currently in the RV industry.
Furthermore, as of March 2022, for the first time in the Company’s history, THOR has industry leading market share positions across
all North American product categories in which we participate.

 

Looking ahead, our choice to remain
focused on sustainable growth of our margins and unit volumes will continue to be the right one. Our outstanding operating results support
this choice rather definitively. As supply chain constraints resolve, we will be in a position to prudently expand our capacity, grow
our market share and protect our profit margins.

 

3. On April 1, 2022 you announced the execution of a non-binding letter of intent to divest 51% of TH2Connect,
LLC, which operates your Roadpass digital platform, to Graham Allen Partners. What is the status of this deal?

 

a. A definitive agreement has not been executed. We remain in negotiations with Graham Allen Partners to
reach a definitive agreement on the announced deal. We have also been approached by multiple third parties with interest in TH2Connect,
LLC and, concurrently with our discussions with Graham Allen Partners, we are evaluating alternative strategies.

FINANCIAL OPERATING RESULTS

 

1. What was THOR’s adjusted EBITDA for the third quarter and year-to-date for both fiscal 2022 and 2021?

 

a. Although we do not generally disclose non-GAAP numbers, we recognize that many of the users of our financial
statements find a measure of EBITDA adjusted for non-cash or non-routine items to be useful. Below are some items that might be helpful
in considering this question:

 

     

Three Months Ended

April 30, 2022

     

Nine Months Ended

April 30, 2022

 
Income Before Income Taxes (1)   $ 462.4 million     $ 1,121.5 million  
Depreciation & Amortization Expense (2)     71.6 million       212.5 million  
Net Interest Expense (1)     22.3 million       67.5 million  
Stock-Based Compensation Expense (3)     9.8 million       22.7 million  
Change in LIFO Reserve (4)     21.0 million       33.9 million  
Inventory Step-Up – Negative Impact on Gross Profit (5)           6.8 million  
Net (Income) Expense Related to Certain Contingent Liabilities (6)     (2.9) million       32.1 million  
Non-Cash Foreign Currency Gain (7)     (6.8) million       (15.9) million  

 

     

Three Months Ended

April 30, 2021

     

Nine Months Ended

April 30, 2021

 
Income Before Income Taxes (1)   $ 232.7 million     $ 543.0 million  
Depreciation & Amortization Expense (2)     58.7 million       169.6 million  
Net Interest Expense (1)     26.7 million       74.6 million  
Inventory Step-Up – Negative Impact on Gross Profit (5)           4.3 million  
Stock-Based Compensation Expense (3)     8.4 million       21.4 million  
Change in LIFO Reserve (4)     5.3 million       8.5 million  

 

(1) From the Income Statement   (2) From the Business Segments footnote
(3) From the Statement of Cash Flows   (4) From the Inventories footnote
(5) From the Acquisitions footnote   (6) From the Contingent Liabilities footnote
(7) From the Consolidated MD&A    

 

 

2. THOR achieved strong consolidated gross profit margin of 17.3% in the third fiscal quarter of fiscal
2022, which was 270 basis points higher on a year-over-year basis. What drove the strong Q3 margin performance? Is this gross margin sustainable
for the fourth quarter of fiscal 2022 and beyond?

 

a. THOR’s consolidated gross profit margin improved 270 basis points to 17.3% in the third quarter
of fiscal 2022, compared to gross profit margin of 14.6% in the third quarter of fiscal 2021. This year-over-year improvement was primarily
driven by increased net sales, operational and quality improvements, a reduction in sales discounts and certain selling price increases
to offset known and anticipated material cost increases since the prior-year period.

 

Looking ahead to future quarters, we
will be normalizing production to pace retail demand through the reduction of daily production rates and the shortening of production
schedules in our North American Towables segment. In addition, across each of our segments, we expect to see a continuation of some cost
pressures as a result of higher commodity prices and transportation costs, labor shortages and other ongoing supply chain constraints.
In the face of these expected challenges and reduced volumes, we remain focused on operational excellence and driving improvements designed
to maintain or improve margins. While it is likely that discounting and promotions will return as product availability normalizes, we
continue to believe our long-term consolidated margin performance target of 16%+ sustainable gross margins is very achievable.

 

3. Can you comment on the third quarter results of THOR’s European segment?

 

a. While demand remains strong, our performance in Europe continues to be significantly impacted by the continued
chassis constraints limiting motorized product shipments. On a constant-currency basis, sales decreased 12.2%. However, including the
impact of the change in foreign exchange rates, which was significant for the quarter, net sales decreased 19.0% in the third quarter
of fiscal 2022 compared to the prior-year period. As motorized sales typically account for 80% of our European segment net sales, the
decrease in sales on a constant-currency basis was impacted by the lack of chassis availability that continues to constrain our European
production volumes. As we look to the fourth quarter of fiscal 2022, we do not anticipate that the chassis challenges will subside and,
consequently, we believe that our performance will continue to be impaired by that challenge.

 

First quarter calendar year 2022 retail
sales levels, while below first quarter calendar year 2021 levels, have exceeded the first quarters of both calendar 2020 and calendar
2019. As we look forward, demand for our European products is expected to remain strong as evidenced by our European segment backlog value
of approximately $2.9 billion as of April 30, 2022. Currently, European independent dealer inventory levels remain at historically low
levels, and we expect the restocking timeline to extend into calendar 2023.

 

Absent a material impact from the invasion
in Ukraine and resultant war, we continue to hold strong optimism for our future performance in Europe given the continued strong market
and our demonstrated ability to manage through the supply chain challenges. Importantly, both our European and North American operations
have benefited from THOR’s global footprint as we navigate supply chain pressures on both continents.

4. What are your key cash flow items for fiscal 2022 compared to fiscal 2021 and what are your liquidity
and current and long-term debt positions?

 

     

Three Months Ended

April 30,

     

Nine Months Ended

April 30,

 
      2022       2021       2022       2021  
                                 
Net cash provided by operating activities   $ 339.5
million
    $ 263.6
million
    $ 637.5
million
    $ 175.1
million
 
                                 
Purchase of property, plant & equipment   $ 52.9 million     $ 33.1
million
    $ 170.7 million     $ 81.2
million
 

 

     

As of

April 30, 2022

     

As of

July 31, 2021

 
                 
Cash and cash equivalents   $ 329.3
million
    $ 445.9
million
 
Available credit under ABL     870.0 million       720.5 million  
Total available liquidity   $ 1,199.3 million     $ 1,166.4 million  
                 
Current portion of long-term debt   $ 11.0 million     $ 12.4 million  
Total long-term debt, less current portion   $ 1,983.6 million     $ 1,594.8 million  

 

5. During the third quarter of fiscal 2022, you reduced your debt obligations and repurchased shares.
Can you comment on your capital allocation priorities going forward in this environment?

 

a. Despite the constantly changing business environment, our capital allocation strategy remains consistent.
We will continue to focus on reinvesting in our businesses, paying and increasing our dividend as we have annually for 12 consecutive
years, reducing our debt obligations while making selective strategic investments in innovation that we expect to enhance long-term shareholder
value, and repurchasing THOR stock on an opportunistic basis.

 

Continued debt repayments.
During the third quarter of fiscal 2022, in addition to organic reinvestment into our operations, we continued to reduce our debt obligations.
Specifically, we made principal payments of approximately $124.6 million on our Term Loan during the quarter. Subsequent to the end of
the third fiscal quarter, we made additional principal payments of approximately $140.5 million on the Term Loan which results in a remaining
principal balance on the Term Loan of $1.22 billion as of June 3, 2022.

 

Share repurchases. We
continue to believe our shares are trading at a material discount to intrinsic value. During the three months ended April 30, 2022, THOR
purchased 499,106 shares of its common stock at various times in the open market at a weighted-average price of $80.12 for an aggregate
purchase price of approximately $40.0 million.

 

Since announcing its $250.0 million
share buyback authorization on December 21, 2021, THOR has purchased 1,090,067 shares of its common stock at a weighted average price
of $90.20 for a total aggregate purchase price of approximately $98.3 million. As of April 30, 2022, the remaining amount of the Company’s
common stock that may be repurchased under its buyback authorization is $151.7 million.

 

 

 

Summary of Key Quarterly Segment Data – North American
Towable RVs

Dollars are in thousands

 

             
NET SALES:  

Three Months Ended

April 30, 2022

 

Three Months Ended

April 30, 2021

  % Change
North American Towables                        
Travel Trailers and Other   $ 1,655,846     $ 1,060,058       56.2 %
Fifth Wheels     984,291       666,044       47.8 %
Total North American Towables   $ 2,640,137     $ 1,726,102       53.0 %

 

# OF UNITS:  

Three Months Ended

April 30, 2022

 

Three Months Ended

April 30, 2021

  % Change
North American Towables                        
Travel Trailers and Other     55,660       47,143       18.1 %
Fifth Wheels     13,890       13,004       6.8 %
Total North American Towables     69,550       60,147       15.6 %

 

ORDER BACKLOG  

As of

April 30, 2022

 

As of

April 30, 2021

  % Change
North American Towables   $ 6,899,675     $ 7,429,729       (7.1 )%

 

 

TOWABLE RV MARKET SHARE SUMMARY (1)   CYTD March 31,
    2022   2021
U.S. Market     40.0 %     39.4 %
Canadian Market     37.4 %     43.6 %
Combined North American Market     39.9 %     39.7 %

 

(1) Source: Statistical Surveys, Inc. CYTD March
31, 2022 and 2021.

 

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.

Summary of Key Quarterly Segment Data –
North American Motorized RVs

Dollars are in thousands

 

NET SALES:  

Three Months Ended

April 30, 2022

 

Three Months Ended

April 30, 2021

  % Change
North American Motorized                        
Class A   $ 474,674     $ 323,547       46.7 %
Class C     335,444       342,425       (2.0 )%
Class B     242,927       109,421       122.0 %
Total North American Motorized   $ 1,053,045     $ 775,393       35.8 %

 

 

# OF UNITS:  

Three Months Ended

April 30, 2022

 

Three Months Ended

April 30, 2021

  % Change
North American Motorized                        
Class A     2,463       2,059       19.6 %
Class C     3,131       3,983       (21.4 )%
Class B     2,279       1,120       103.5 %
Total North American Motorized     7,873       7,162       9.9 %

 

 

ORDER BACKLOG  

As of

April 30, 2022

 

As of

April 30, 2021

  % Change
North American Motorized   $ 4,100,040     $ 3,550,286       15.5 %

 

 

MOTORIZED RV MARKET SHARE SUMMARY (1) (2)   CYTD March 31,
    2022   2021
U.S. Market     49.7 %     48.4 %
Canadian Market     62.7 %     45.5 %
Combined North American Market     50.2 %     48.4 %

 

(1) Source: Statistical Surveys, Inc. CYTD March
31, 2022 and 2021.

 

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.

 

 

 

Summary of Key Quarterly Segment Data –
European RVs

Dollars are in thousands

 

NET SALES:  

Three Months Ended

April 30, 2022

 

Three Months Ended

April 30, 2021

  % Change
European                        
Motorcaravan   $ 389,914     $ 489,702       (20.4 )%
Campervan     150,157       236,988       (36.6 )%
Caravan     114,772       84,074       36.5 %
Other     69,159       83,476       (17.2 )%
Total European   $ 724,002     $ 894,240       (19.0 )%

 

 

# OF UNITS:  

Three Months Ended

April 30, 2022

 

Three Months Ended

April 30, 2021

  % Change
European                        
Motorcaravan     6,368       8,177       (22.1 )%
Campervan     4,171       6,306       (33.9 )%
Caravan     5,462       3,805       43.5 %
Total European     16,001       18,288       (12.5 )%

 

 

ORDER BACKLOG  

As of

April 30, 2022

 

As of

April 30, 2021

  % Change
European   $ 2,878,052     $ 3,344,033       (13.9 )%

 

 

EUROPEAN RV MARKET SHARE SUMMARY (1)   CYTD March 31,
    2022   2021
Motorcaravan and Campervan (2)     21.5 %     23.1 %
Caravan     15.8 %     16.2 %

 

(1) Sources: Caravaning Industry Association e.V.
(“CIVD”) and European Caravan Federation (“ECF), Calendar year to date March
31, 2022 and 2021. Data from the ECF is subject to adjustment, continuously updated and is often impacted by delays in reporting by various
countries (some countries, including the United Kingdom, do not report OEM-specific data and are thus excluded from the market share calculation).

(2) The CIVD and ECF report motorcaravans and
campervans together.

 

Note: Industry wholesale shipment data for the
European RV market is not available.

Forward-Looking Statements

 

This release 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 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 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 extent and impact from the continuation of the COVID-19 pandemic, along
with the responses to contain the spread of the virus, or its variants, by various governmental entities or other actors, which may have
negative effects on retail customer demand, our independent dealers, our supply chain, our labor force, our production or other aspects
of our business; 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 to attract production personnel in times of high demand; the loss or reduction of
sales to key independent dealers; disruption of the delivery of units to independent dealers; increasing costs for freight and transportation;
asset impairment charges; competition; the impact of potential losses under repurchase agreements; the potential impact of the strength
of the U.S. dollar on international demand for products priced in U.S. dollars; general economic, market and political conditions in the
various countries in which our products are produced and/or sold; the impact of changing emissions and other 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 our Quarterly Report on Form 10-Q for the quarter ended April 30, 2022 and in Item 1A of our Annual Report on Form 10-K
for the year ended July 31, 2021.

 

We disclaim any obligation or undertaking to disseminate
any updates or revisions to any forward-looking statements contained in this release 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.

 

 

14

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