UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8 K CURRENT REPORT

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8 K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 5, 2017 Thor Industries, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (Commission File Number) (State or Other Jurisdiction of Incorporation) 601 East Beardsley Avenue, Elkhart, Indiana (Address of Principal Executive Offices) (Zip Code) Registrant s telephone number, including area code: (574) N/A (Former Name or Former Address, if Changed Since Last Report) (IRS Employer Identification No.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.

2 Item 2.02 Results of Operations and Financial Condition. On June 5, 2017, Thor Industries, Inc. (the Company ) issued a press release announcing certain financial results for the third quarter and nine months ended April 30, A copy of the Company s press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The Company also posted an updated investor slide presentation and a list of investor questions and answers to the Investors section of its website. Copies of the Company s slide presentation and investor questions and answers are attached hereto as Exhibit 99.2 and 99.3, respectively, and are incorporated by reference herein. Item 7.01 Regulation FD Disclosure. The slide presentation attached hereto as Exhibit 99.2, and incorporated by reference herein, also provides updated information on industry wholesale shipments and retail market share. The Company also posted an updated list of investor questions and answers to the Investors section of its website. A copy of the Company s investor questions and answers is attached hereto as Exhibit 99.3 and is incorporated by reference herein. In accordance with general instruction B.2 to Form 8-K, the information set forth in Items 2.02 and 7.01 of this Form 8-K (including Exhibits 99.1, 99.2 and 99.3) shall be deemed furnished and not filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing thereunder or under the Securities Act of 1933, as amended. Item 9.01 (d) Financial Statements and Exhibits. Exhibits Exhibit Number Description 99.1 Copy of press release, dated June 5, 2017, issued by the Company 99.2 Copy of investor slide presentation, posted on the Company s website on June 5, Copy of investor questions and answers, posted on the Company s website on June 5,

3 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 hereunto duly authorized. Thor Industries, Inc. Date: June 5, 2017 By: /s/ Colleen Zuhl Name: Colleen Zuhl Title: Senior Vice President and Chief Financial Officer

4 Thor Announces Record Results For Third uarter And First Nine Months Of Fiscal Record third-quarter sales of $2.02 billion up 56.9% - Record net income of $111.3 million for the quarter rose 41.6% - Diluted EPS of $2.11 per share, up 41.6% compared to $1.49 per share in the prior year - Consolidated Recreational Vehicle (RV) backlogs more than doubled to $2.36 billion versus 2016 third quarter of $1.06 billion, driven by continued strong consumer demand for Thor's affordably priced travel trailers and motorhomes - Operating Cash Flow grew 26.2% in the first nine months of 2017 compared to the prior year, which was utilized for $30 million in debt repayment and significant investment in capital projects - Economic conditions remain favorable for continued industry growth in calendar year 2017 and beyond ELKHART, Ind., June 5, 2017 /PRNewswire/ -- Thor Industries, Inc. (NYSE: THO) today announced record third-quarter net income of $111.3 million, or $2.11 per diluted share, on record revenues of $2.02 billion for the third quarter ended April 30, Gross profit increased 45.5% to $293.8 million. As anticipated, due primarily to acquisition-related dilution and market-driven changes in product mix, gross profit margins decreased to 14.6% in the third quarter compared to 15.7% in the prior-year period. Diluted earnings per share for the fiscal 2017 third quarter increased 41.6% from the previous year. The strong growth in revenues and earnings was a combination of organic growth in both towable and motorized RVs, and the inclusion of the results from Jayco, which was acquired on June 30, "We continue to see strength in the RV market, as dealers and consumers remain optimistic and the prospects for continued industry growth remain strong," said Bob Martin, Thor President and CEO. "RVs provide exceptional value to consumers, allowing them to enjoy time with family and friends experiencing the many great outdoor spaces in North America at an affordable price point for the average family. Consumers continue to find new uses for RVs. From youth sports and tailgating, to festivals and concerts, they are able to enjoy their RVs over a longer season than many other recreation alternatives. All of these factors are driving the growing demand for our products. As an industry, and at Thor in particular, we continue to make strides in bringing new consumers into the RV lifestyle. This focus has driven an expansion in our customer base which has contributed to our strong top line growth and, while margins may be modestly suppressed on the more affordably priced units, to our bottom line as well. As we continue to focus on producing RVs that appeal to an ever broader base of consumers, we remain very optimistic for the long-term growth o Thor. Over time, we anticipate this short-term trend will translate into longer term demand for higher priced units as customers adopt the RV lifestyle and eventually trade up from entry-level units t mid-level and even high-end units." Mr. Martin added, "With the surging popularity of our RVs, and the RV lifestyle in general, we have seen a significant increase in demand for our products, particularly our wide array of affordable travel trailers and motorhomes. As a result of this significant increase in demand, we continue to expand capacity in a prudent, measured approach that will allow us to be nimble and flexible as market conditions and product demand change. Currently, we have new plants or expansion projects underway at nearly every Thor subsidiary, which will begin contributing to our overall production capacity in the fourth quarter of fiscal 2017 and early fiscal As Thor and other industry players add capacity, the labor market in Northern Indiana, particularly in Elkhart, has become more competitive as we compete for qualified workers in an area with low unemployment. Our team's foresight into this issue has resulted in several initiatives designed to minimize the impact of the labor challenges. When possible, we have focused our expansion efforts in outlying areas, such as Howe, Middlebury and Goshen, Indiana, where we can draw from a different geographic labor pool." Towable RVs: Towable RV sales were $1.43 billion for the third quarter, up 52.6% from $934.6 million in the prior-year period. Jayco contributed $362.9 million to towable sales for the quarter. Towable sales growth excluding the acquisition was 13.8%, driven primarily by continued strong demand for our more affordably priced travel trailers. Towable RV income before tax was $134.5 million, up 38.8% from $96.9 million in the third quarter last year. This increase was driven primarily by the increase in sales and improved Selling General and Administrative (SG&A) expense as a percent of revenues, partially offset by increased amortization expense and lower gross margins associated with Jayco, product mix changes and labor costs. Towable RV backlog increased $837.1 million, or 115.1%, to $1.56 billion, compared to $727.5 million at the end of the third quarter of fiscal 2016, reflecting the inclusion of Jayco's $445.9 million backlog as well as continued momentum and demand for our travel trailers. Motorized RVs: Motorized RV sales were $549.9 million for the third quarter, up 78.7% from $307.6 million in the prior-year third quarter. The increase in motorized RV sales was a result of continued robust growth in our more moderately priced gas Class A and Class C motorhomes, which have been in high demand by our dealers and end consumers. Motorized revenues also benefited from the inclusion of Jayco's motorized revenues of $153.7 million. Motorized RV income before tax was $37.4 million, up 54.9% from $24.1 million last year, driven primarily by the growth in motorized sales and improved SG&A expense as a percent of revenues, partially offset by increased amortization expense and lower gross margins associated with Jayco, product mix changes and labor costs. Motorized RV backlog increased $466.2 million, or 141.6%, to $795.5 million from $329.3 million a year earlier, reflecting the inclusion of Jayco's $123.2 million motorized backlog as wel as continued, exceptional demand for our smaller gas Class A and Class C motorhomes. "With the strong operating performance during the quarter and year to date, we have seen a significant increase in operating cash flow, which increased 26.2% to $182.8 million for the first nine months of fiscal 2017," said Colleen Zuhl, Thor Senior Vice President and CFO. "During the third quarter, we invested approximately $28.5 million in capital projects, bringing our year to date investment in capital projects to $79.5 million. Total forecasted capital investments for the fiscal year remain at approximately $130 million as we expect to invest approximately $50 million in additional capital projects during the fourth quarter to meet the robust demand for our products as reflected in our record backlogs." Ms. Zuhl added, "We also made $30 million of principal payments on our revolving credit facility during the third quarter, bringing our payments to $65 million for the first nine months of our fisca year. As of April 30, 2017, we held $189.4 million of cash and $295.0 million was outstanding under the debt agreement. Subsequent to April 30, 2017, we made additional principal payments on th revolving credit facility totaling $50 million." Acquisition Impact: For the third quarter, Jayco contributed approximately $516.5 million in sales and $66.1 million in gross profit. Interest expense and amortization of debt issuance costs for the quarter were approximately $2.3 million. Results for the quarter were also affected by the increase in amortization of intangibles. Total amortization for the quarter attributable to the Jayco acquisition amounted to $10.0 million. "The growth in new consumers entering our core markets has been essential to the strong results and continued optimism we have at Thor. As we continue to strategically build on our strengths in product innovation to meet the demands of consumers, and given the current favorable economic conditions, we are confident that the market will reward our efforts," said Peter B. Orthwein, Thor Executive Chairman. "While there are some modest labor and capacity challenges ahead as we manage through our growth, our management team will continue to focus on balancing the short-term costs associated with expanding our Company with the long-term returns we expect to generate for our shareholders." Investor uestions and Answers: Thor announced that it has provided a detailed list of investor questions and answers relating to quarterly results and other topics that are posted on the Investor Relations section of its website at About Thor Industries, Inc. Thor is the sole owner of operating subsidiaries that, combined, represent one of the world's largest manufacturers of recreational vehicles. For more information on the Company and its products, please go to

5 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 performanc We cannot assure you that actual results will not differ from our expectations. Factors which could cause materially different results include, among others, raw material and commodity price fluctuations, raw material or chassis supply restrictions, the level of warranty claims incurred, legislative, regulatory and tax policy developments, the impact of rising interest rates on our operating results, the costs of compliance with increased governmental regulation, legal and compliance issues including those that may arise in conjunction with recent transactions, the potential impact of increased tax burdens on our dealers and retail consumers, lower consumer confidence and the level of discretionary consumer spending, interest rate fluctuations and the potential economic impact of rising interest rates on the general economy, restrictive lending practices, management changes, the success of new product introductions, the pace of obtaining and producing at new production facilities, the pace of acquisitions, the potential loss of existing customers of acquisitions, the integration of new acquisitions, our ability to retain key management personnel of acquired companies, the loss or reduction of sales to key dealers, the availability of delivery personnel, asset impairment charges, cost structure changes, competition, the impact of potential losses under repurchase agreements, the potential impact of the strengthening U.S. dollar on international demand, general economic, market and political conditions and the other risks and uncertainties discussed more full in ITEM 1A of our Annual Report on Form 10-K for the year ended July 31, 2016 and Part II, Item 1A of our quarterly report on Form 10- for the period ending April 30, 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 of this release 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 3 AND 9 MONTHS ENDED APRIL 30, 2017 and 2016 ($000's except share and per share data) (Unaudited) MONTHS ENDED APRIL 30, 9 MONTHS ENDED APRIL 30, % Net Sales % Net % Net (1) 2016 Sales (1) 2017 Sales (1) 2016 % Net Sales (1) Net sales $2,015,224 $1,284,054 $5,312,280 $3,289,476 Gross profit $ 293, % $ 201, % $ 742, % $ 502, % Selling, general and administrative expenses 111, % 80, % 310, % 216, % Amortization of intangible assets 15, % 5, % 48, % 17, % Impairment charges - 0.0% - 0.0% - 0.0% 9, % Interest income (expense), net (2,342) (0.1%) % (7,058) (0.1%) (35) (0.0%) Other income (expense), net 1, % % 4, % % Income from continuing operations before income taxes 166, % 116, % 380, % 259, % Income taxes 54, % 37, % 125, % 84, % Net income from continuing operations 111, % 79, % 254, % 175, % Loss from discontinued operations, net of income taxes - 0.0% (611) (0.0%) - 0.0% (1,429) (0.0%) Net income $ 111, % $ 78, % $ 254, % $ 173, % Earnings per common share from continuing operations Basic $ 2.12 $ 1.51 $ 4.85 $ 3.34 Diluted $ 2.11 $ 1.51 $ 4.83 $ 3.33 Earnings per common share Basic $ 2.12 $ 1.50 $ 4.85 $ 3.31 Diluted $ 2.11 $ 1.49 $ 4.83 $ 3.31 Weighted avg. common shares outstanding-basic 52,582,134 52,474,801 52,555,792 52,453,025 Weighted avg. common shares outstanding-diluted 52,773,106 52,601,673 52,739,716 52,569,294 SUMMARY BALANCE SHEETS - APRIL 30, ($000) (Unaudited) Cash and equivalents $ 189,411 $ 247,297 Current liabilities $ 778,447 $ 441,595 Accounts receivable, trade and other 616, ,033 Long-term debt 295,000 - Inventories 459, ,452 Other long-term liabilities 54,671 60,094 Deferred income taxes and other, net 5,961 69,610 Stockholders' equity 1,471,958 1,196,191 Total current assets 1,271, ,392 Property, plant & equipment, net 394, ,521 Goodwill 377, ,509 Amortizable intangible assets, net 458, ,391 Deferred income taxes and other, net 97,519 13,067 Total $2,600,076 $1,697,880 $2,600,076 $1,697,880 (1) Percentages may not add due to rounding differences

6 CONTACT: Jeffery A. Tryka, CFA, Director of Corporate Development and Investor Relations, (574) ,

7 Investor Presentation June 5, 2017 Exhibit 99.2

8 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 from our expectations. Factors which could cause materially different results include, among others, raw material and commodity price fluctuations, raw material or chassis supply restrictions, the level of warranty claims incurred, legislative, regulatory and tax policy developments, the impact of rising interest rates on our operating results, the costs of compliance with increased governmental regulation, legal and compliance issues including those that may arise in conjunction with recent transactions, the potential impact of increased tax burdens on our dealers and retail consumers, lower consumer confidence and the level of discretionary consumer spending, interest rate fluctuations and the potential economic impact of rising interest rates on the general economy, restrictive lending practices, management changes, the success of new product introductions, the pace of obtaining and producing at new production facilities, the pace of acquisitions, the potential loss of existing customers of acquisitions, the integration of new acquisitions, our ability to retain key management personnel of acquired companies, the loss or reduction of sales to key dealers, the availability of delivery personnel, asset impairment charges, cost structure changes, competition, the impact of potential losses under repurchase agreements, the potential impact of the strengthening U. S. dollar on international demand, general economic, market and political conditions and the other risks and uncertainties discussed more fully in ITEM 1 A of our Annual Report on Form 10 - K for the year ended July 31, 2016 and Part II, Item 1 A of our quarterly report on Form 10 - for the period ending April 30, 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 of this presentation or any change in events, conditions or circumstances on which any statement is based, except as required by law. 2

9 TABLE OF CONTENTS Current Industry Conditions Page 4 Third uarter 2017 Update Page 8 Appendix: Financial and Market Data Page 19 3

10 STRONG FUNDAMENTALS SUPPORT CONTINUED RV INDUSTRY GROWTH 4 Continued favorable macro environment Low interest rates Stable fuel prices and wide availability Wide credit availability Favorable employment and wage trends Strong consumer confidence 38% = 49M POTENTIAL FIRST - TIME BUYERS HAVE INVESTIGATED PURCHASE OR VISITED AN RV SHOWROOM OR DEALERSHIP in 2016 ** 10% CAGR IN NEW RV UNIT SHIPMENTS SINCE 2010 * 34% OF NEW RVS SOLD IN 2016 WERE TO FIRST TIME BUYERS 8 IN 10 OF THOSE NEW BUYERS WERE UNDER AGE 65 * 40% = 129M CONSUMERS IDENTIFY AS ACTIVE FAMILY ADVENTURERS OR NATURE LOVERS MOST LIKELY GROUPS TO OWN OR RENT AN RV IN THE FUTURE ** 16.6M POTENTIAL BUYERS WERE INTERESTED IN NEW RVS ** * Source: RVIA, RV Industry Power Breakfast Presentation, May 2017 ** Source: RVIA Go RVing Communications Study 2016

11 TRENDS DRIVING GROWTH: DEMOGRAPHICS 5 MORE POTENTIAL RV BUYERS ** POPULATION: DRIVERS: +159% 2X SINCE 1970 YOUNGER CONSUMERS ARE ATTRACTED TO THE RV LIFESTYLE * +3.4 MILLION new households have started camping since 2014 Gen X and Millennials helping to drive this growth making up 72% of campers in 2016 Younger campers looking for affordable recreation experiences Interested in trying different accommodations, including RVs INCREASING DIVERSITY AMONG CAMPERS * Latino, African American, Asian and other ethnicities represented 39% of new campers in 2016; 26% of all campers RV camping viewed as an attractive way to spend time with families and friends * Source: KOA 2017 North American Camping Report ** Source: RVIA, May 2017

12 TRENDS DRIVING GROWTH: LIFESTYLE 6 Recreational sports $887 billion spent on outdoor economy in 2016* Trend toward getting more active and leading healthier life style Youth sports leagues and tournaments More people enjoying various recreational activities that support RV sales growth Camping 37.1 million North American households camp at least once a year, and 22% of them are RV campers** Viewed as an affordable vacation option and a stress reducer Availability of technology in RVs makes them more attractive to younger consumers Variety of RV price points and amenities creates opportunities to convert tent campers to RVs Wide variety of uses Tailgating at spectator sports from college and professional football, auto racing and youth sports continues to grow Many other events, such as equestrian events, pet and craft shows are also growing demand for RVs Flexibility of using RVs makes them ideal for shorter vacations/weekend getaways * Source: The Outdoor Industry Economy Outdoor Industry Association, 2017 ** Source: KOA 2017 North American Camping Report

13 HEALTH OF THE RV CHANNEL 7 Dealer Inventory Levels Overall dealer inventory levels remain healthy Total days in inventory at dealers are stable Average age of RV inventory on dealer lots remains low Used inventory levels remain low, supporting trade - in values and demand for new RVs Wholesale Financing: Credit broadly available Normal credit line utilization New lenders have entered the market since the downturn ended Lenders remain disciplined with curtailments motivating dealers to focus on turning inventory Retail Financing: Credit broadly available Lenders remain disciplined on down payments and terms Current delinquencies ~1% vs. recession peak of ~1.5% (overall consumer loan delinquencies peaked at ~3%)* Sub - prime virtually non - existent * Source: RVIA Survey of Lenders Experiences 2015

14 8 THIRD UARTER 2017 UPDATE

15 THIRD UARTER KEY MESSAGES 13 th consecutive quarter of record revenues and record net income from continuing operations for the applicable quarter Strong growth in revenues, both organically and from acquisitions Double - digit organic sales growth in both segments towables and motorized Consolidated Recreational Vehicle (RV) backlogs more than doubled to $2.36 billion versus 2016 third quarter of $1.06 billion, driven by continued strong consumer demand for our affordably priced travel trailers and motorhomes Continued strength in the RV Industry macro environment, health of the dealer channel and expanding consumer base give us reason for optimism on Thor s future 9

16 CEO THIRD UARTER OVERVIEW Bob Martin Thor President & CEO: We continue to see strength in the RV market, as dealers and consumers remain optimistic and the prospects for continued industry growth remain strong. RVs provide exceptional value to consumers, allowing them to enjoy time with family and friends experiencing the many great outdoor spaces in North America at an affordable price point for the average family. Consumers continue to find new uses for RVs. From youth sports and tailgating, to festivals and concerts, they are able to enjoy their RVs over a longer season than many other recreation alternatives. All of these factors are driving the growing demand for our products. As an industry, and at Thor in particular, we continue to make strides in bringing new consumers into the RV lifestyle. This focus has driven an expansion in our customer base which has contributed to our strong top line growth and, while margins may be modestly suppressed on the more affordably priced units, to our bottom line as well. As we continue to focus on producing RVs that appeal to an ever broader base of consumers, we remain very optimistic for the long - term growth of Thor. Over time, we anticipate this short - term trend will translate into longer term demand for higher priced units as customers adopt the RV lifestyle and eventually trade up from entry - level units to mid - level and even high - end units. With the surging popularity of our RVs, and the RV lifestyle in general, we have seen a significant increase in demand for our products, particularly our wide array of affordable travel trailers and motorhomes. As a result of this significant increase in demand, we continue to expand capacity in a prudent, measured approach that will allow us to be nimble and flexible as market conditions and product demand change. Currently, we have new plants or expansion projects underway at nearly every Thor subsidiary, which will begin contributing to our overall production capacity in the fourth quarter of fiscal 2017 and early fiscal As Thor and other industry players add capacity, the labor market in Northern Indiana, particularly in Elkhart, has become more competitive as we compete for qualified workers in an area with low unemployment. Our team s foresight into this issue has resulted in several initiatives designed to minimize the impact of the labor challenges. When possible, we have focused our expansion efforts in outlying areas, such as Howe, Middlebury and Goshen, Indiana, where we can draw from a different geographic labor pool. 10

17 THIRD UARTER 2017 RESULTS UP DOUBLE DIGITS 11 Record results for the third quarter Gross profit up, though gross margins were lower due primarily to acquisition impact and market driven changes in product mix Strength in the spring retail shows and dealer lot activity has continued, as new consumers embrace the benefits of RVing $1,284.1 $2,015.2 FY16 FY17 Net Sales ($ millions) + 57 % $78.6 $111.3 FY16 FY17 Net Income ($ Millions) +42% $1.49 $2.11 FY16 FY17 Diluted EPS + 42 % $201.9 $293.8 FY16 FY17 Gross Profit ($ millions) +46%

18 THIRD UARTER 2017 TOWABLES 12 Continued mix shift toward more affordably priced travel trailers Market share continued to improve through March 2017, with U.S. Towable share increasing from 47.6% to 48.2% while Canadian towable share remained stable at 57.2%* Demand remains strong. Towable backlogs up 115%. $934.6 $1,426.2 FY16 FY17 Net Sales ($ millions) + 53 % $727.5 $1,564.6 FY16 FY17 Backlog ($ Millions) +115% $96.9 $134.5 FY16 FY17 Income Before Tax ($ millions) + 39 % $152.5 $219.7 FY16 FY17 Gross Profit ($ millions) +44% * Source Statistical Surveys, Inc. YTD March 31, 2017 vs. YTD March 31, 2016

19 THIRD UARTER 2017 MOTORIZED 13 Continued mix shift toward more affordably priced Class C and gas Class A motorhomes Market share momentum continued, with U.S. Class A and C market share increasing from 37.8% to 43.4% and Canadian Class A and C market share increasing from 37.9% to 50.5%* Demand remains strong. Motorized backlogs up 142%. $307.6 $549.9 FY16 FY17 Net Sales ($ millions) + 79 % $329.3 $795.5 FY16 FY17 Backlog ($ Millions) +142% $24.1 $37.4 FY16 FY17 Income Before Tax ($millions) + 55 % $38.8 $61.1 FY16 FY17 Gross Profit ($ millions) +58% * Source Statistical Surveys, Inc. YTD March 31, 2017 vs. YTD March 31, 2016

20 THIRD UARTER JAYCO IMPACT $1,498.7 $1,791.0 $516.5 $569.1 $0 $500 $1,000 $1,500 $2,000 $2,500 Revenues Backlog Revenues & Backlog Jayco had a significant, positive impact on the third quarter: Added $516.5 million in revenues Added $66.1 million to gross profit, but dilutive to gross profit margin Jayco gross margin improved to 12.8% in the third quarter, from less than 10% in the first six months of fiscal 2017 Accretive to the third quarter Significant contribution to backlogs adding 53.9% of the 123.3% increase Third quarter results included incremental amortization expense of $10.0 million associated with the acquisition 14 $ $66.1 $0 $100 $200 $300 $400 $500 Gross Profit Gross Profit Jayco Impact on Third uarter Financials ($ Millions) Thor Organic Jayco

21 YEAR - TO - DATE 2017 KEY STATS INCOME STATEMENT 15 $2,640 $3,242 $3,525 $4,007 $4,582 $3,289 $5,312 FY12 FY13 FY14 FY15 FY16 FY16 YTD FY17 YTD Net Sales (Continuing Ops., $ millions) $2.07 $2.86 $3.29 $3.79 $4.91 $3.33 $4.83 FY12 FY13 FY14 FY15 FY16 FY16 YTD FY17 YTD Diluted EPS (Continuing Ops.) $111.4 $151.7 $175.5 $202.0 $258.0 $175.2 $254.8 FY12 FY13 FY14 FY15 FY16 FY16 YTD FY17 YTD Net Income (Continuing Ops., $ millions) 12.1% 13.1% 13.3% 13.9% 15.9% 15.3% 14.0% FY12 FY13 FY14 FY15 FY16 FY16 YTD FY17 YTD Gross Margin (Continuing Ops.) YTD Third quarter ended April 30.

22 2017 KEY STATS BALANCE SHEET AND CASH FLOW 16 $220.0 $237.3 $289.3 $183.5 $209.9 $247.3 $189.4 FY12 FY13 FY14 FY15 FY Cash & Investments ($ Millions ) $373.8 $469.0 $473.3 $397.5 $365.2 $532.8 $492.9 FY12 FY13 FY14 FY15 FY Working Capital ($ Millions ) $118.8 $145.1 $149.3 $247.9 $341.2 $144.9 $182.8 FY12 FY13 FY14 FY15 FY16 YTD FY16 YTD FY17 Operating Cash Flow ($ Millions ) YTD Third quarter ended April 30.

23 INVESTING IN FUTURE GROWTH 17 $10,063 $24,305 $30,406 $42,283 $51,976 $39,411 $79,456 $0 $20,000 $40,000 $60,000 $80,000 $100,000 FY12 FY13 FY14 FY15 FY16 FY16 YTD FY17 YTD Thousands Capital Expenditures $190,263 $170 $10,718 $86,092 $194,486 $557,651 $0 $125,000 $250,000 $375,000 $500,000 $625,000 FY11 FY12 FY13 FY14 FY15 FY16 Thousands Business Acquisitions Colleen Zuhl Thor Senior Vice President & CFO: With the strong operating performance during the quarter and year to date, we have seen a significant increase in operating cash flow, which increased 26.2% to $182.8 million for the first nine months of fiscal During the third quarter, we invested approximately $28.5 million in capital projects, bringing our year to date investment in capital projects to $79.5 million. Total forecasted capital investments for the fiscal year remain at approximately $130 million as we expect to invest approximately $50 million in additional capital projects during the fourth quarter to meet the robust demand for our products as reflected in our record backlogs. We also made $30 million of principal payments on our revolving credit facility during the third quarter, bringing our payments to $65 million for the first nine months of our fiscal year. As of April 30, 2017, we held $189.4 million of cash and $295.0 million was outstanding under the debt agreement. Subsequent to April 30, 2017, we made additional principal payments on the revolving credit facility totaling $50 million. YTD Third quarter ended April 30.

24 EXECUTIVE CHAIRMAN THIRD UARTER COMMENTS 18 Peter B. Orthwein, Thor Executive Chairman : The growth in new consumers entering our core markets has been essential to the strong results and continued optimism we have at Thor. As we continue to strategically build on our strengths in product innovation to meet the demands of consumers, and given the current favorable economic conditions, we are confident that the market will reward our efforts. While there are some modest labor and capacity challenges ahead as we manage through our growth, our management team will continue to focus on balancing the short - term costs associated with expanding our Company with the long - term returns we expect to generate for our shareholders.

25 19 APPENDIX: FINANCIAL AND MARKET DATA

26 RV WHOLESALE MARKET TRENDS (UNITS 000S) (e) Historical Data: Recreation Vehicle Industry Association; Calendar year 2017 represents RVIA estimates as of Spring RV Roadsigns, published in March 2017

27 RV WHOLESALE MARKET TOWABLE TRENDS (UNITS 000S) (e) Historical Data: Recreation Vehicle Industry Association; Calendar year 2017 represents RVIA estimates as of Spring RV Roadsi gns, published in March 2017

28 RV WHOLESALE MARKET MOTORIZED TRENDS (UNITS 000S) (e) Historical Data: Recreation Vehicle Industry Association; Calendar year 2017 represents RVIA estimates as of Spring RV Roadsigns, published in March 2017

29 RV INDUSTRY DEMAND Industry retail demand has shifted toward more light - weight, affordably priced towables and gas Class A and Class C motorhomes as consumers seek value Wholesale units typically outpace retail in the early part of the calendar year; historically sales become more balanced as we reach the peak retail selling season 23 Calendar Year YTD Industry Retail Registrations* 301,481 units (+14.7%) 328,866 units (+9.1%) 375,420 units (+14.2%) 413,269 units (+10.1%) 83,429 units (+11.1%) Industry Wholesale Shipments** 321,127 units (+12.4%) 356,735 units (+11.1%) 374,246 units (+4.9%) 430,691 units (+15.1%) 120,866 units (+11.7%) * Statistical Surveys, Inc., includes US and Canada. 2013, 2014, 2015 & 2016 Full Year Actual, 2017 YTD through March ** RVIA wholesale shipments for full years 2013, 2014, 2015 & 2016, 2017 YTD through March

30 THOR DEALER INVENTORY Dealers remain confident with orders reflecting normal ordering patterns Orders generally expected to reflect 1 - for - 1 replacement as units are sold at retail Dealer inventory remains appropriate for current conditions in both towable and motorized Lenders are comfortable with current dealer inventory turns and current credit line utilization; year - over - year turns have generally increased modestly, resulting in a slight reduction in average age of Thor units on dealers lots Jayco added approximately 37,800 units to dealer inventory as of April 30, 2017, representing 46.0% of the 54.8% increase Thor organic dealer inventory increased 8.8% in correlation with current retail demand 24 Dealer Inventory (units) April 30, 2017 April 30, 2016 Unit Change % Change RV 127,100 82,100 45, %

31 RV INDUSTRY RETAIL MARKET SHARE 25 Total Share % Total Share % Total Share % Total Share % THOR* 39, % 195, % 178, % 160, % Forest River** 28, % 144, % 132, % 112, % Grand Design 3, % 11, % 7, % 4, % Winnebago 2, % 13, % 12, % 10, % Gulfstream % 5, % 4, % 4, % REV Group % 3, % 3, % 4, % Subtotal 75, % 374, % 338, % 297, % All Others 7, % 39, % 36, % 31, % Grand Total 83, % 413, % 375, % 328, % Y/E 12/31/16 Y/E 12/31/15 Y/E 12/31/14YTD 3/31/17 Source: Statistical Surveys, Inc., U.S. and Canada * Thor adjusted to include historical results of Jayco, Livin Lite, Bison Coach, K - Z, Inc., Cruiser RV, and DRV Luxury Suites for all periods presented ** Forest River includes Palomino, Coachmen, Prime Time, Shasta and Dynamax

32 THOR RV RETAIL MARKET SHARE TREND (UNITS) % 53.7% 51.3% 49.7% 48.9% 48.7% 25.4% 29.4% 31.0% 32.8% 37.8% 43.7% 16.7% 22.1% 21.9% 22.1% 18.3% 17.3% YTD Towable Retail Share* Class A/C Retail Share* Class B Retail Share* *Source: Statistical Surveys Inc., U.S. and Canada, calendar years , 2017 YTD through March 31. Historical results adjus ted to include results of Jayco, Livin Lite, Bison Coach, K - Z, Inc., Cruiser RV and DRV Luxury Suites for all periods presented. Note Towable market share inclu des Travel Trailers, Fifth Wheels, Camping Trailers and Park Models.

33

34 Exhibit East Beardsley Avenue, Elkhart, Indiana Third uarter 2017 Investor uestions & Answers Forward Looking Statements This document 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 from our expectations. Factors which could cause materially different results include, among others, raw material and commodity price fluctuations, raw material or chassis supply restrictions, the level of warranty claims incurred, legislative, regulatory and tax policy developments, the impact of rising interest rates on our operating results, the costs of compliance with increased governmental regulation, legal and compliance issues including those that may arise in conjunction with recent transactions, the potential impact of increased tax burdens on our dealers and retail consumers, lower consumer confidence and the level of discretionary consumer spending, interest rate fluctuations and the potential economic impact of rising interest rates on the general economy, restrictive lending practices, management changes, the success of new product introductions, the pace of obtaining and producing at new production facilities, the pace of acquisitions, the potential loss of existing customers of acquisitions, the integration of new acquisitions, our ability to retain key management personnel of acquired companies, the loss or reduction of sales to key dealers, the availability of delivery personnel, asset impairment charges, cost structure changes, competition, the impact of potential losses under repurchase agreements, the potential impact of the strengthening U.S. dollar on international demand, general economic, market and political conditions and the other risks and uncertainties discussed more fully in ITEM 1A of our Annual Report on Form 10-K for the year ended July 31, 2016 and Part II, Item 1A of our quarterly report on Form 10- for the period ending April 30, We disclaim any obligation or undertaking to disseminate any updates or revisions to any forward looking statements contained in this listing of questions and answers or to reflect any change in our expectations after the date of this listing or any change in events, conditions or circumstances on which any statement is based, except as required by law. Executive Overview: 13th consecutive quarter of record revenues and record net income from continuing operations for the applicable quarter. Strong growth in revenues, both organically and from acquisitions. Double-digit organic sales growth in both segments towables and motorized. Consolidated Recreational Vehicle (RV) backlogs more than doubled to $2.36 billion versus 2016 third quarter of $1.06 billion, driven by continued strong consumer demand for our affordably priced travel trailers and motorhomes. Continued strength in the RV industry macro environment, health of the dealer channel and expanding consumer base give us reason for optimism on Thor s future.

35 Third uarter Operating Results: Has the acquisition and integration of Jayco met your original expectations to date? Have you seen improvements in their operations? A. In almost every way, the Jayco acquisition and subsequent integration has exceeded our original expectations. In the first nine months of fiscal 2017, Jayco s revenues have nearly reached the level of their annual sales in the calendar year before we bought the company, highlighting their continued strong growth. In the third quarter of fiscal 2017, we saw significant improvement in Jayco s margins compared to the first half of the year, which was largely due to the impact of the actions the Jayco management team has taken since the acquisition. Gross margins for Jayco reached 12.8% in the third quarter, compared to 9.2% in the first half of the fiscal year. Overall, the transaction has been accretive to both the top and bottom line for Thor and we are very pleased with the results. What was the impact on Thor s results from the Jayco acquisition? A. We posted strong growth in revenues, both organically and from acquisitions, in the third quarter with double-digit organic growth in both segments - Towables and Motorized. The third-quarter impact from the Jayco acquisition is illustrated below: $000s Change Towable Revenue ex. Jayco $ 1,063,321 $ 934, % Jayco Revenue $ 362,871 - N/A Total Towable Revenue $ 1,426,192 $ 934, % Motorized Revenue ex. Jayco $ 396,217 $ 307, % Jayco Revenue $ 153,666 - N/A Total Motorized Revenue $ 549,883 $ 307, % Total Revenue ex. Jayco $ 1,498,687 $ 1,284, % Jayco Revenue $ 516,537 - N/A Total Revenue $ 2,015,224 $ 1,284, % Gross Profit ex. Jayco $ 227,783 $ 201, % Jayco Gross Profit $ 66,058 - N/A Total Gross Profit $ 293,841 $ 201, % Gross Margin % ex. Jayco 15.2% 15.7% -0.5% Jayco Gross Margin % 12.8% - N/A Total Gross Margin % 14.6% 15.7% -1.1% 2

36 What was the impact of Jayco on Towable and Motorized unit volumes, Dealer Inventory and Backlog? A. The impact on Towable and Motorized unit volumes, Dealer Inventory and Backlog is illustrated below: Change Towable Unit Sales ex. Jayco 41,631 36, % Jayco Unit Sales 16,850 - N/A Total Towable Unit Sales 58,481 36, % Motorized Unit Sales ex. Jayco 5,461 3, % Jayco Unit Sales 1,466 - N/A Total Motorized Unit Sales 6,927 3, % Dealer Inventory Units ex. Jayco 89,300 82, % Jayco Dealer Inventory Units 37,800 - N/A Total Dealer Inventory Units 127,100 82, % $000s Towable Backlog ex. Jayco $ 1,118,692 $ 727, % Jayco Towable Backlog $ 445,917 - N/A Total Towable Backlog $ 1,564,609 $ 727, % Motorized Backlog ex. Jayco $ 672,330 $ 329, % Jayco Motorized Backlog $ 123,185 - N/A Total Motorized Backlog $ 795,515 $ 329, % Total Backlog ex. Jayco $ 1,791,022 $ 1,056, % Jayco Backlog $ 569,102 - N/A Total Backlog $ 2,360,124 $ 1,056, % Thor continues to report very strong sales and earnings growth, what is driving this performance? How does Thor s performance compare to industry growth over the same period? A. Thor s strong growth in the third quarter was driven by both organic growth and growth provided by a full quarter of results from Jayco. With the recent release of industry data from RVIA for April, our 15.6% organic growth in towable unit sales for the quarter was well ahead of industry growth of 10.6% for the same period, while our 38.7% organic growth in motorized unit sales for the quarter materially surpassed industry growth of 11.8% for the same period. Our industry surpassing growth in both segments during the quarter was primarily the result of our continued focus on those areas of the market with the strongest consumer demand, namely smaller travel trailers and more affordable Class A gas and Class C motorhomes. 3

37 Your gross margin for the third quarter was 14.6% compared to 13.3% for the second quarter. What drove the improvement in the margins on a quarter-over-quarter basis? A. Our margins improved sequentially as we saw considerable improvement in Jayco s margins as the changes made by their team over the past six months began to bear positive results. It is also important to note that historically we generally experience seasonal improvements in margins from the second quarter as production ramps up in advance of the peak selling season. Your gross margins, excluding Jayco, have decreased on a year-over-year basis for the second quarter in a row, what is causing this decline? A. The decrease in gross margin is, in significant part, a market-driven impact that is inherent in our strategic decision to maximize earnings by shifting product mix to the most robust areas in our industry more affordably priced, entry-level travel trailers and motorhomes. These products generally carry lower gross margins. Although this strategy results in a compression of current gross margins, we view it as a strong positive for the long-term success of our business and the RV industry, as RV consumers of entry level products tend to trade up to larger RVs over time. Similar to the second quarter, we incurred a slight increase in labor costs that contributed to the lower margins in the third quarter compared to the prior-year quarter due to the tight labor market in Elkhart, where a large majority of our products are made. We anticipate this slight increase in labor costs to continue over the next few quarters as we seek to be competitive in the market and retain the best workers available. We also saw a slight increase in material costs as a result of commodity price increases as well as our material vendors passing on some of their rising labor and material costs. What is the state of the labor market where you operate both in terms of the availability of employees to staff current and new or planned operating facilities as well as wage inflation? A. The labor market continues to be quite tight in northern Indiana, with the most acute labor tightness within the City of Elkhart. Given the strong demand for and limited supply of labor, we experienced some modest increases in labor costs due to higher wages and benefit costs over the past two quarters, and we expect that slightly higher wage costs will continue over the next few quarters. We have implemented multiple initiatives to help alleviate the labor force pressures. We will remain competitive when it comes to offering the right combination of wages and benefits to attract and retain the best workers, but we are also managing our capacity growth with a focus on areas that offer larger pools of available, quality workers. As a result, many of our expansions are occurring or planned for areas outside of Elkhart, such as Howe, Middlebury and Goshen, Indiana, where the availability of labor is better. 4

38 Backlog is up significantly, even absent the increase from the Jayco products. What s driving the increase, and do you have the capacity to fulfill demand? A. Backlogs have increased as a result of the extremely positive reception by dealers and consumers of the products we introduced over the past year, particularly the more affordably priced travel trailers and motorhomes, along with industry growth. In alignment with our strategic plan, management has constantly focused on matching our capacity with the growing demand for our products in a prudent manner that appreciates the realities of our industry. This process has resulted in a number of initiatives, including organic process improvements, realignment of existing facilities, acquisitions of existing facilities and new plant construction all designed to increase our capacity. Fiscal 2017 expansion projects are currently in process at Keystone, Jayco, Heartland and Thor Motor Coach. These projects will enable us to meet the growing demand in a timely fashion. We expect capital expenditures for the remainder of fiscal 2017 of approximately $50 million, bringing the anticipated total capital investment for the full year to approximately $130 million, which is consistent with our full-year expectations at the end of the second quarter. As we look ahead, we see continued growth in both the demand for our products and our industry. The process of evaluating our future production needs based on demand for our products is an ongoing one, and management remains committed to balancing financial prudence with the goals of our strategic plan as we endeavor to best position Thor to seize the opportunities presented by the demand for our products and our growing market. What was the nature and amount of operating expenses recognized in the third quarter that were directly related to the Jayco acquisition? A. In the third quarter of fiscal 2017, we incurred amortization expense related to the Jayco acquisition of approximately $10.0 million, which included amortization of intangible assets such as dealer network and tradenames. What is driving the continued growth in dealer inventory excluding Jayco? Are you concerned that there may be too much inventory in the channel? A. Dealer inventory is something that we monitor closely and during the third quarter, dealer inventory excluding Jayco increased 8.8% from the prior year. This growth rate is consistent with the growth in retail sales when compared over a similar timeframe. Accordingly, we believe that current dealer inventory levels are generally appropriate for industry conditions. When comparing dealer inventory levels to retail registrations, in the third quarter of fiscal 2017 we had total dealer inventory of 127,100 units and retail registrations through March of 39,871 for a ratio of This compares to the third quarter of fiscal 2016 when we had total dealer inventory of 82,100 and retail registrations through March of 25,007 for a ratio of Despite the increase in dealer inventory, the ratio decreased slightly, illustrating that the increase in dealer inventory is in line with demand. The increase in dealer inventory has also supported the recent gains in our overall market share, which has increased to 47.8% year to date through March 2017 compared to 47.4% for full calendar year