UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K

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

 For the fiscal year ended December 31, 2023
 OR

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

 For the transition period from _____ to_____
 Commission file number: 001-37908
 CAMPING WORLD HOLDINGS, INC.
 (Exact name of registrant as specified in its charter)
 Delaware
(State or other jurisdiction of incorporation or organization)

 81-1737145
(I.R.S. Employer Identification No.)

 2 Marriott Drive
 Lincolnshire, IL 60069
 (Address of principal executive offices) (Zip Code)
 Telephone: ( 847) 808-3000
 (Registrant's telephone number, including area code)

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Class A Common Stock,
 $0.01 par value per share

 CWH

 New York Stock Exchange

 Securities registered pursuant to Section 12(g) of the Act: None
 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
 Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
 Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
 The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, as of June 30, 2023, the last business day of the Registrant's most recently completed second fiscal quarter, was approximately $ 1,247,398,270. Solely for purposes of this disclosure, shares of common stock held by executive officers and directors of the Registrant as of such date have been excluded because such persons may be deemed to be affiliates.
 As of February 16, 2024, the registrant had 45,071,074 shares of Class A common stock outstanding, 39,466,964 shares of Class B common stock outstanding, and one share of Class C common stock outstanding.
 DOCUMENTS INCORPORATED BY REFERENCE
 Portions of the registrant's Proxy Statement relating to its 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year ended December 31, 2023 are incorporated herein by reference in Part III.

 Form 10-K
 For the Fiscal Year Ended December 31, 2023

 Page

 Item 1

 Business

 Item 1A

 Risk Factors

 Item 1B

 Unresolved Staff Comments

 Item 1C

 Cybersecurity

 Item 2

 Properties

 Item 3

 Legal Proceedings

 Item 4

 Mine Safety Disclosures

 Item 5

 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6

 [Reserved]

 Item 7

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A

 Quantitative and Qualitative Disclosures About Market Risk

 Item 8

 Financial Statements and Supplementary Data

 Item 9

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A

 Controls and Procedures

 Item 9B

 Other Information

 Item 9C

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10

 Directors, Executive Officers and Corporate Governance

 Item 11

 Executive Compensation

 Item 12

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13

 Certain Relationships and Related Transactions, and Director Independence

 Item 14

 Principal Accountant Fees and Services

 Item 15

 Exhibits and Financial Statement Schedules

 Item 16

 Form 10-K Summary

 Signatures

 Summary of Principal Risk Factors
 We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. In evaluating our company, you should consider carefully this summary of risks and uncertainties described below together with the other information included in this Annual Report on Form 10-K ("Form 10-K"), including our consolidated financial statements and related notes included in Part II, Item 8, "Financial Statements and Supplementary Data" in this Form 10-K. The occurrence of any of the following risks may materially and adversely affect our business, financial condition, results of operations and future prospects:

 Our business model is impacted by general economic conditions in our markets, including inflation and interest rates, as well as the health of the RV industry, and ongoing economic and financial uncertainties could cause a decline in consumer spending that could adversely affect our business, financial condition and results of operations.

 Our business is affected by the availability and cost of financing to us and our customers.

 Fuel shortages, high prices for fuel, or changes in energy sources could have a negative effect on our business.

 Our success depends to a significant extent on the well-being, as well as the continued popularity and reputation for quality, of our manufacturers, particularly Thor Industries, Inc. and Forest River, Inc.

 Changes in consumer preferences for our products or our failure to gauge those preferences could lead to reduced sales and increased cost of sales and selling, general and administrative expenses.

 We have announced a strategic review of our Good Sam business, and any resulting transaction may introduce significant risks and uncertainties.

 Competition in the market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast could reduce our revenues and profitability.

 Our expansion into new, unfamiliar markets, businesses, product lines or categories presents increased risks that may prevent us from being profitable in these new markets, businesses, product lines or categories. Delays in opening or acquiring new store locations, on anticipated timelines or at all, could have a material adverse effect on our business, financial condition and results of operations.

 Unforeseen expenses, difficulties, and delays encountered in connection with acquisitions could inhibit our growth and negatively impact our profitability.

 Failure to maintain the strength and value of our brands could have a material adverse effect on our business, financial condition and results of operations.

 Our failure to successfully order and manage our inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends has, and may continue to have, an adverse effect on our business, financial condition and results of operations.

 Our same store revenue may fluctuate and may not be a meaningful indicator of future performance.

 Our business is seasonal and this leads to fluctuations in revenues.

 Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital.

 Our Senior Secured Credit Facilities and our Floor Plan Facility contain restrictive covenants that may impair our ability to access sufficient capital and operate our business.

 We may not successfully execute or achieve the expected benefits of our cost cutting or restructuring initiatives. The restructuring initiatives may result in further asset impairment charges and adversely affect the Company's business.

 We primarily rely on our fulfillment and distribution centers for our retail, e-commerce and catalog businesses, and, if there is a natural disaster or other serious disruption at any such facility, we may be unable to deliver merchandise effectively to our stores or customers.

 Natural disasters, whether or not caused by climate change, unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt business and result in lower sales and otherwise adversely affect our financial performance.

 We depend on our relationships with third-party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers' operations could have an adverse effect on our business and results of operations.

 Because certain of the products that we sell are manufactured abroad, we may face delays, new or increased tariffs, increased cost or quality control deficiencies in the importation of these products, which could reduce our net sales and profitability.

 A portion of our net income is related to financing, insurance and extended service contracts, which depend on third-party lenders and insurance companies. We cannot assure you that third-party lending institutions will continue to provide financing for RV purchases.

 If we are unable to retain senior executives and attract and retain other qualified employees, our business might be adversely affected.

 We are subject to risks associated with leasing substantial amounts of space.

 Our private brand offerings expose us to various risks.

 We could incur asset impairment charges for goodwill, intangible assets or other long-lived assets.

 Our business is subject to numerous federal, state and local regulations and litigation risks, and we have been named in litigation, which has resulted in substantial costs and may result in reputational harm and divert management's attention and resources.

 A failure in our e-commerce operations, security breaches and cybersecurity risks could disrupt our business and lead to reduced sales and growth prospects and reputational damage.

 If we are unable to maintain or upgrade our information technology systems or if we are unable to convert to alternate systems in an efficient and timely manner, our operations may be disrupted or become less efficient.

 Disruptions or breaches involving our or our third-party providers' IT Systems or Confidential Information (as defined herein) could interrupt our operations, compromise our reputation, expose us to litigation, government enforcement actions and costly response measures and could have a material adverse effect on our business, financial condition and results of operations.

 We are subject to risks associated with our organizational structure.

 There are risks associated with ownership of our Class A common stock.

 BASIS OF PRESENTATION
 As used in this Form 10-K, unless the context otherwise requires, references to:

 "we," "us," "our," the "Company," "Camping World," "Good Sam" and similar references refer to Camping World Holdings, Inc., and, unless otherwise stated, all of its subsidiaries, including CWGS Enterprises, LLC, which we refer to as "CWGS, LLC" and, unless otherwise stated, all of its subsidiaries.

 "Active Customer" refers to a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. Unless otherwise indicated, the date of measurement is December 31, 2023, our most recently completed fiscal quarter.

 "Continuing Equity Owners" refers collectively to ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profits Unit Holders and each of their permitted transferees that own common units in CWGS, LLC and who may redeem at each of their options their common units for, at our election (determined solely by our independent directors within the meaning of the rules of the New York Stock Exchange who are disinterested), cash or newly-issued shares of our Class A common stock. Direct exchanges of common units in CWGS, LLC by the Continuing Equity Owners with CWH for Class A common stock are included in the reference to "redemptions" in relation to common units in CWGS, LLC.

 "Crestview" refers to Crestview Advisors, L.L.C., a registered investment adviser to private equity funds, including funds affiliated with Crestview Partners II GP, L.P.

 "CWGS LLC Agreement" refers to CWGS, LLC's amended and restated limited liability company agreement, as amended.

 "Former Equity Owners" refers to those Original Equity Owners controlled by Crestview Partners II GP, L.P. that have exchanged their direct or indirect ownership interests in CWGS, LLC for shares of our Class A common stock in connection with the consummation of our initial public offering ("IPO").

 "Former Profits Unit Holders" refers collectively to Brent L. Moody and Karin L. Bell, who are executive officers, Andris A. Baltins and K. Dillon Schickli, who are members of our Board of Directors, and certain other current and former non-executive employees, former executive officers, and former directors, in each case, who held common units of CWGS, LLC pursuant to CWGS, LLC's equity incentive plan that was in existence prior to our IPO and received common units of CWGS, LLC in exchange for their profits units in CWGS, LLC.

 "ML Acquisition" refers to ML Acquisition Company, LLC, a Delaware limited liability company, indirectly controlled by our Chairman and Chief Executive Officer, Marcus Lemonis.

 "ML Related Parties" refers to ML Acquisition and its permitted transferees of common units.

 "ML RV Group" refers to ML RV Group, LLC, a Delaware limited liability company, wholly-owned by our Chairman and Chief Executive Officer, Marcus Lemonis.

 "Original Equity Owners" refers to the direct and certain indirect owners of interests in CWGS, LLC, collectively, prior to the Reorganization Transactions and Recapitalization (as defined in Note 1 – Summary of Significant Accounting Policies and Note 19 – Stockholders' Equity to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, respectively) conducted in conjunction with our IPO, including ML Acquisition, funds controlled by Crestview Partners II GP, L.P. and the Former Profits Unit Holders.

 "RV" refers to recreational vehicles.

 "Tax Receivable Agreement" refers to the tax receivable agreement that the Company entered into with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. in connection with the Company's IPO.

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
 This Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical facts contained in this Form 10-K may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the timeline for and benefits of our restructuring activities; expected new store location openings and closures, including greenfield locations and acquired locations; the impact of COVID-19 on our business; the impact of the February 2022 cybersecurity incident; sufficiency of our sources of liquidity and capital and potential need for additional financing; our stock repurchase program; future capital expenditures and debt service obligations; refinancing, retirement or exchange of outstanding debt; expectations regarding industry trends and consumer behavior and growth; our ability to capture positive industry trends and pursue growth; our product offerings and strategy; inventory management; volatility in sales and potential impact of miscalculating the demand for our products or our product mix; expectations regarding increase of certain expenses in connection with our growth; cost reduction initiatives and expected cost savings; enhancements of wages and benefits of employees; expectations regarding our pending litigation, and our plans related to dividend payments, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "anticipate," "believe," "can," "continue," "could," "designed," "estimate," "expect," "forecast," "goal," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "target," "will," "would" or the negative of these terms or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including the important factors described in this Form 10-K under Item 1A. Risk Factors and in our other filings with the Securities and Exchange Commission ("SEC"), that may cause our actual results, performance or achievements to differ materially and adversely from those expressed or implied by the forward-looking statements.
 Any forward-looking statements made herein speak only as of the date of this Form 10-K, and you should not rely on forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, performance, or achievements reflected in the forward-looking statements will be achieved or occur. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Form 10-K or to conform these statements to actual results or revised expectations. Additionally, our discussion of ESG issues herein is informed by various standards (including standards for the measurement of underlying data), and the interests of various stakeholders. As such, this discussion may not necessarily be "material" under the federal securities laws for SEC reporting purposes. Furthermore, parts of this information are subject to methodological considerations or information, including from third-parties, that are still evolving and subject to change. For example, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable government policies, or other factors, some of which may be beyond our control.

 ITEM 1. BUSINESS
 Overview
 Camping World Holdings, Inc. (together with its subsidiaries) is the world's largest retailer of recreational vehicles ("RVs") and related products and services. Our vision is to build a long-term legacy business that makes RVing fun and easy, and our Camping World and Good Sam brands have been serving RV consumers since 1966. We strive to build long-term value for our customers, employees, and stockholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry's most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate. We also believe that our Good Sam organization and family of services and plans enables us to connect with our customers as stewards of the RV lifestyle. On December 31, 2023, we operated a total of 202 store locations, with all locations selling and/or servicing RVs.
 Business Strategy
 Key elements of our business strategy are:
 Offer a Unique and Comprehensive Assortment of RV Products and Services. We believe our product and service offerings represent the best and most comprehensive assortment of services, protection plans, products and resources in the RV industry. We also believe our used RV offering and reconditioning program are best in class and provide us with a unique strategic advantage in the market. Many of our offerings, including our Good Sam services and plans, our private label RVs, our digital retail experience through RVs.com, our RV manufacturer exclusive dealership locations, and our private label accessories, are unique to us and have been developed in collaboration with leading industry suppliers and RV enthusiasts. We believe our size and scale allow us to deliver exceptional value to our customers.
 Operate a National Network of RV Dealerships and Service Centers. As of December 31, 2023, we operated a national network of 202 RV dealerships and/or service centers. The majority of these RV dealerships and service centers are conveniently located off major interstates and highways in key RV markets, staffed with knowledgeable local team members offering expert advice and a comprehensive assortment of RV-related products and services. Our RV dealerships and service centers are a one-stop-shop for everything RV and give RV consumers peace of mind that they can find what they need when they need it in their local market or while traveling throughout the country.
 Focus on Customer Service. We believe customer service is a critical component of our business. Our dealerships and service centers are staffed with knowledgeable local team members offering expert advice and a wide assortment of products and services to approximately 5.0 million Active Customers. We currently operate call centers in Denver, CO, Bowling Green, KY, Greenville, NC, and Island Lake, IL. All associates at our call centers have been cross trained, and the call centers have redundant services and systems in place in the event of a power or connectivity disruption at one of our call center locations. Our goal is that every call to one of our call centers or to a store will be answered promptly by a live person. Our call center specialists are extensively trained to assist customers with complex orders and provide a level of service that leads to an exceptional customer experience and long-term customer relationships. In 2023, our call centers handled more than 2.4 million calls and responded to approximately 400,000 emails and social media communications.
 Leverage Our Resources and Synergies. Our unique and comprehensive assortment of RV products and services, our national network of RV dealerships and service centers, our network of customer service and contact centers, and our online and e-commerce platforms all work together to service our customers and make RVing fun and easy. When a new customer engages with us across any of our business areas, the new customer enters our database and we leverage customized customer relationship management ("CRM")

 platforms and proprietary tools, such as the RV Valuator, to actively and intelligently engage, service and promote our wide range of products and services for the RV lifestyle.
 Good Sam Mission. Our Good Sam mission is to clear the path ahead and empower our customer's joy of travel. We aim to accomplish this through the following four pillars:

 Our Travel Point of View

 Our Products and Services

 Our Customer Experience

 Our Emotional Benefit

 We believe that road trips and outdoor adventures don't need to feel complex. We believe travel experiences should feel effortless and accessible, aided by our services and plans that simplify the journey for our customers.

 We design products and services that think ahead to support every part of the journey. Our products and services are built to ensure that our customers have everything they need for a seamless travel experience, enabling our mission to empower joy in travel.

 We inspire confidence by being clear about our offerings. We aim to build trust through transparency and consistency, to ensure our customers feel confident and cared for at every step.

 Curiosity, connection, and joy are what we strive to instill in our customers' travel experience.

 Background, Restructuring and Recent Developments
 Founded in 1966, our Good Sam and Camping World brands have been serving RV owners and outdoor enthusiasts for more than 50 years. Good Sam combined with Camping World in 1997, when the Good Sam Club had approximately 911,000 members and Camping World had 26 store locations. In 2011, Camping World and Good Sam combined with FreedomRoads, a successful RV dealership business founded in 2003, to form the largest provider of products and services for RVs in North America. From 2011 to date, we have continued to expand our footprint of RV dealerships through new store openings and acquisitions.
 In 2019, we made a strategic decision to refocus our business around our core RV competencies (the "2019 Strategic Shift"). This included the closure or divestiture of certain locations that did not have the ability or where it was not feasible to sell and/or service RVs. Additionally, the 2019 Strategic Shift included the exit of certain non-RV product categories. As of December 31, 2023, the activities under the 2019 Strategic Shift have been completed with the exception of certain lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift.
 On March 1, 2023, our management determined to implement plans (the "Active Sports Restructuring") to exit and restructure operations of our indirect subsidiary, Active Sports, LLC, a specialty products retail business ("Active Sports"). The activities under the Active Sports Restructuring were substantially completed as of December 31, 2023. The total restructuring costs associated with the Active Sports Restructuring were $5.9 million.
 On January 17, 2024, we announced that we are reviewing potential strategic alternatives for our Good Sam business, which could include a potential sale, spin off or other disposition of the business. No decision has been made whether to proceed with any particular alternative. We have not set a deadline for the strategic alternatives review process, and there can be no assurance that this process will result in any particular outcome.
 See Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
 Segments and Offerings
 We operate two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail. See Note 23 — Segment Information to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information regarding our reportable segments.

 The following table presents revenue and gross profit details for our product and service offerings for the year ended December 31, 2023:

 Year Ended December 31, 2023

 Revenue (1)

 Gross Profit (2)

 Gross Profit

 Gross Margin

 $

 193,827

 3.1%

 $

 134,436

 7.2%

 69.4%

 2,576,278

 41.4%

 400,459

 21.3%

 15.5%

 1,979,632

 31.8%

 405,394

 21.6%

 20.5%

 870,038

 14.0%

 336,413

 17.9%

 38.7%

 9.0%

 29.9%

 0.7%

 39,691

 2.1%

 89.2%

 Total

 $

 $

 1,878,649

 30.2%

 (1)
 Components of revenue are presented after intersegment eliminations.

 (2)
 Gross profit is presented exclusive of depreciation and amortization, which is presented separately in operating expenses.

 Our Good Sam Services and Plans segment consists of programs, plans and services that are geared towards protecting, insuring and promoting the RV lifestyle, and include services such as extended vehicle service contracts, vehicle roadside assistance, property and casualty insurance, travel protection, travel planning and directories, and publications. Because our Good Sam protection plans and programs are often purchased to cover a multiple-year period and are renewable, this area of our business tends to generate high-margin, recurring revenue that is driven both by new and used RV purchases and the installed base of RV owners in the United States.
 Our Good Sam Services and Plans segment offerings include:

 Protection Programs
 Ensuring travelers' safety and financial security with comprehensive assistance and protection plans.

 Emergency Programs
 Provide immediate aid in critical situations, including Roadside Assistance for on-the-road issues and TravelAssist for medical emergencies during travel.

 Financial Protection Programs
 Offer financial security against unexpected events, encompassing Extended Service Plans for RV maintenance, Good Sam Insurance Agency for tailored insurance solutions, GAP Insurance, Windshield Protection, and Product Protection Plans for various assets.

 Tire & Maintenance Programs
 Focus on preventative maintenance and tire care, featuring Paint & Fab to maintain the visual aesthetic and Tire & Wheel Protection to safeguard against tire-related mishaps.

 Campgrounds & Destinations
 Dedicated to enhancing the RV and outdoor experience by providing access to an extensive network of campgrounds and unique destinations.

 Good Sam Campgrounds
 Offers access to North America's largest network of campgrounds and RV parks, promoting a community-driven travel experience.

 Coast to Coast Resorts
 Provides exclusive access to a selection of premium resort destinations, catering to diverse traveler preferences.

 Our RV and Outdoor Retail segment consists of all aspects of our RV dealership operations, which includes selling new and used RVs, assisting with the financing of new and used RVs, selling protection and insurance related services and plans for RVs, servicing and repairing new and used RVs, installing RV parts and accessories, and selling RV and outdoor related products, parts and accessories. Within our RV and Outdoor Retail business, we also operate the Good Sam Club, which we believe is the largest membership-based RV organization in the world, with approximately 2.0 million members as of December 31, 2023. Membership benefits include, among other benefits, a variety of discounts at Camping World and Good Sam, in addition to partner campgrounds, fuel stations, and more, all of which we believe enhance the RV experience, drive customer engagement and loyalty, and provide cross-selling opportunities for our other products and services. A map depicting our national network of 202 RV dealerships and service centers as of December 31, 2023 is provided below:

 RV and Outdoor Retail segment offerings include:

 New and Used Vehicles. A wide selection of new and used RVs across a range of price points, classes and floor plans. The table below contains a breakdown of our new RV unit sales and average selling price by RV class for 2023. Sales of new vehicles represented 41.4%, 46.3% and 47.7% of total revenue for 2023, 2022 and 2021, respectively. Sales of used vehicles represented 31.8%, 26.9% and 24.4% of total revenue for 2023, 2022, and 2021, respectively.

 •
 Vehicle financing. Through arrangements with third-party lenders we are able to facilitate financing for most of the new and used RVs we sell through our store locations. Generally, our financing transactions are structured through long-term retail installment sales contracts with terms of up to 20 years, which we enter into with our customers on behalf of our third-party lenders. The retail installment sales contracts are then assigned on a non-recourse basis, with the third-party lender assuming underwriting and credit risk. In 2023, we facilitated financing transactions for approximately 79.9% of our total new units sold and 74.1% of our total used units sold for which we earn a commission from the third-party lender.

 •
 Protection Plans. We offer and sell a variety of protection plans and services to the purchasers of our RVs as part of the delivery process, as well as gap, tire and wheel, extended service, and paint and fabric protection plans. These products are primarily underwritten and administered by independent third parties, and we are primarily compensated on a commission basis.

 •
 Repair and Maintenance. We offer RV repair and maintenance services at the majority of our store locations. With over 2,700 RV service bays across our national footprint, we are equipped to offer comprehensive repair and maintenance services for most RV components.

 •
 RV parts, accessories and installation services. We offer a wide range of RV parts, equipment, supplies and accessories, including towing and hitching products, satellite and GPS systems, electrical and lighting products, appliances and furniture, and other products for inside the RV, at the campsite, and around the campground. Our full-service repair facilities enable us to install all parts and accessories that we sell in our store locations. We believe our ability to both sell and install parts and accessories affords us a competitive advantage over online and big box retailers that do not have service centers designed to accommodate RVs, and over RV dealerships that do not offer a comprehensive selection of parts and accessories. While we do continue to offer some non-RV outdoor products and accessories, our focus is on providing products and services that are targeted toward RV enthusiasts and owners.

 •
 Collision repair and restoration. We offer collision repair services, including fiberglass front and rear cap replacement, windshield replacement, interior remodel solutions, and paint and body work, at many of our store locations, including numerous with full body paint booths. We perform collision repair services for a number of insurance carriers.

 •
 Good Sam Club. The Good Sam Club is a prepaid subscription membership organization that offers a points-based loyalty program, where points can be earned from purchases of our products and services and redeemed for savings on future purchases of our products and services. The Good Sam Club also offers savings on a variety of products and services, including discounts on nightly rates at affiliated Good Sam RV parks and other benefits related to the RV lifestyle. We believe the Good Sam Club is the largest membership-based RV enthusiast organization in the world. As of December 31, 2023, there were approximately 2.0 million members in our Good Sam Club. A free basic tier of the Good Sam Club was introduced in 2023, which does not include most of the paid membership benefits, but allows these members to earn points at a lower rate compared to the paid membership.

 •
 Co-branded credit cards. We contract with Visa and Comenity Capital Bank to offer a Good Sam Rewards Visa branded credit card, as well as a Good Sam private label credit card. Cardholders receive enhanced rewards points, which are referred to as Good Sam Rewards, for money spent at our retail locations, on our e-commerce platforms, at gas stations and at private campgrounds across the U.S. and Canada. As of December 31, 2023, we had approximately 232,000 issued and open co-branded credit card accounts.

 •
 RV Rentals. We facilitate an RV rental platform that connects travelers with RV owners, allowing for a flexible and personal RV experience.

 •
 Other activities. CW Design & Supply designs, manufactures, and distributes RV and camping furniture including our exclusive Thomasville Recreation brand, which features high-style designs that follow both classic and modern trends. We offer a variety of outdoor products and accessories through our e-commerce business.

 Vehicle Sourcing and Dealer Agreements
 We acquire new RVs for retail sale directly from the original equipment manufacturer. Our strategy is to partner with financially sound manufacturers that make high quality products, have adequate manufacturing capacity and distribution, and maintain an appropriate product mix. We have strategic relationships with leading RV manufacturers, including Thor Industries, Inc. and Forest River, Inc. As of December 31, 2023, Thor Industries and Forest River accounted for approximately 63.7% and 26.7%, respectively, of our new RV inventory. In certain instances, our manufacturing partners produce private label products exclusively available at our RV dealerships and through our e-commerce platforms. In 2023, we began opening manufacturer-exclusive RV dealership locations that are operated by us and provide our typical offerings of used vehicles, service, parts, and finance and insurance, but they bear the name of a particular RV manufacturer and sell that manufacturer's new RV line.
 Our supply arrangements with manufacturers are typically governed by dealer agreements, which are customary in the RV industry, made on a location-by-location basis, and each store location typically enters into multiple dealer agreements with multiple manufacturers. Dealer agreements generally give us the right to sell certain RV makes and models within an exclusive designated area. The terms of these dealer agreements typically require us to, among other things, meet all the requirements and conditions of the manufacturer's applicable programs, maintain certain minimum inventory requirements and meet certain retail sales objectives, perform services and repairs for all owners of the manufacturer's RVs (regardless from whom the RV was purchased) that are still under warranty, stock certain of the manufacturer's parts and accessories needed to service and repair the manufacturer's RVs, actively advertise and promote the manufacturer's RVs, and indemnify the manufacturer under certain circumstances.
 We primarily acquire used RVs through customer trade-ins, as well as private party purchases and consignments, and we generally recondition used RVs acquired for retail sale in our parts and service

 departments. Historically, used RVs that we have not sold at our RV-centric store locations generally have been sold through other channels at wholesale prices. In 2023 we introduced our first CW Auction as another means to sell RVs to individuals or wholesale to other dealerships.
 We finance the purchase of substantially all of our new RV inventory from manufacturers through our Floor Plan Facility. Used vehicles may also be financed from time to time through our Floor Plan Facility. For more information on our Floor Plan Facility, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Description of Senior Secured Credit Facilities and Floor Plan Facility" included in Part II, Item 7 of this Form 10-K and Note 4 — Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
 Marketing and Advertising
 The lifestyle element of the RV industry and the multi-year nature of many of our products and services provides the opportunity to build long-term relationships with our customers. Our marketing strategies are focused on developing awareness around our brands, products and services, and driving traffic to our stores and websites, and we utilize a combination of digital, social, email, direct mail, print materials, and traditional media, as well as online inventory listings to accomplish this. As part of our marketing efforts, we maintain a proprietary database of individuals and customer purchasing data that we utilize for direct mail, email, text messaging and telemarketing campaigns. As of December 31, 2023, this database contained over 31 million unique contacts. In addition, we enter into sporting event sponsorships, such as professional bull riders with the PBR Camping World Team Series, where we believe there to be a significant demographic overlap with RV and outdoor enthusiasts. Our Ultimate RV Show has evolved to be a multi-channel experience that is both online and in store locations. These shows provide a strategic opportunity to expose first-time buyers and existing RV and outdoor sports enthusiasts to our products and services.
 Trademarks and Other Intellectual Property
 We own a variety of registered trademarks and service marks related to our brands and our services, protection plans, products and resources, including Good Sam, Camping World, and Overton's. We also own the copyrights to certain articles in our publications and numerous domain names, including www.goodsamclub.com, www.campingworld.com, www.rv.com, www.rvs.com, www.rvrentals.com, www.wildsam.com, www.overtons.com, and www.the-house.com, among others. We believe that our trademarks and other intellectual property have significant value and are important to our marketing efforts. We do not know of any material pending claims of infringement or other challenges to our right to use our intellectual property in the United States or elsewhere. For additional information regarding our intellectual property, see Note 8 – Goodwill and Intangible Assets to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
 Human Capital Resources
 Our Talent
 As of December 31, 2023, we had 12,261 full-time and 395 part-time or seasonal employees. None of our employees are represented by a labor union or are party to a collective bargaining agreement, and we have had no labor-related work stoppages. We believe that our employee relations are generally good.
 Development
 In November 2020, we launched an entity-wide online training platform with a curriculum that is tailored to each associate's job function. This program includes interactive courses such as communication, management, critical thinking, software skills, and workplace harassment and discrimination. Our learning and development team continues to create proprietary content for this training library. We have also invested in learning labs at the majority of our locations that provide for a dedicated space with the appropriate technology for employees to engage in their training programs.

 Our service technicians are critical to providing the high-quality installation and repair services that our customers expect. Our Camping World Technical Institute ("CWTI") includes full-time instructors at three dedicated campuses and one part-time campus as of December 31, 2023. The CWTI offers monthly 10-day training sessions to our service technicians. In 2023 and 2022, we provided Level 1 training to 1,243 and 470 service technicians through CWTI, respectively.
 Diversity, Equity, and Inclusion
 We believe that our Company and our brand should reflect the increasingly diverse audience of outdoor enthusiasts and our culture should promote respect and dignity of all humans. While it is our policy to not make decisions regarding hiring, promotion or compensation on the basis of any legally protected characteristics, including race or gender, we seek to promote diversity, equity and inclusion through legally compliant manners.
 Community Engagement
 Since 2013, we have operated the Project Good Samaritan initiative, which encourages our associates to perform eight hours of volunteer work per quarter for a cause that is meaningful to that associate, such as local soup kitchens, food pantries, home building, meal distribution, recycling programs, homeless shelters, veteran programs, and nursing homes. Associates receive paid time off for these volunteer hours. In 2019, prior to the COVID-19 pandemic, 3,364 associates volunteered 51,680 hours in their communities under the program. During January and February of 2020, 840 associates volunteered 6,268 hours in their communities under the program, before the program was suspended as a safety precaution as a result of the COVID-19 pandemic. We plan to reactivate the program in 2024.
 Health and Safety
 We maintain a safety program to provide a safe and healthful workplace for our associates. We strive to comply with all health and safety standards that pertain to our operations. We have created and implemented processes to identify, reduce or eliminate physical hazards from the work environment, improve safety communication and train employees on safe work practices.
 Competition
 We face competition in all areas of our business. We believe that the principal competitive factors in the RV industry are breadth and depth of products and services, quality, pricing, availability, convenience, and customer service. Our competitors vary in size and breadth of their product offerings.
 We compete directly or indirectly with the following types of companies:

 other RV dealers selling new and used RVs;

 major national insurance and warranty companies, providers of roadside assistance and providers of extended vehicle service contracts;

 multi-channel retailers and mass merchandisers, warehouse clubs, discount stores, department stores and other retailers, such as Wal-Mart, Target and Amazon;

 distributors of RV furniture and accessories;

 online retailers; and

 independent, local specialty stores.

 Additional competitors may enter the businesses in which we currently operate. Moreover, some of our mass merchandising competitors do not currently compete in many of the product categories we offer but may choose to offer a broader array of competing products in the future.

 Seasonality
 Historically, our business has been seasonal. Since RVs are primarily used by vacationers and campers during times of warmer weather, demand for our products and services tends to be highest in the spring and summer months and lowest in the winter months. As a result, our revenue and profitability has historically been higher in the second and third quarters than in the first and fourth quarters. On average over the last three years ended December 31, 2023, we generated 30.5% and 27.4% of our annual revenue in the second and third quarters, respectively, and 23.4% and 18.7% in the first and fourth quarters, respectively. For further discussion, see "Management's Discussion and Analysis of Financial Condition and Results of Operations — Seasonality" in Item 7 of Part II of this Form 10-K.
 Laws and Regulations
 See "Risk Factors — Risks Related to Our Business — Our business is subject to numerous federal, state and local regulations," "— Our failure to comply with certain environmental regulations could adversely affect our business, financial condition and results of operations," and "— Climate change legislation or regulations restricting emission of "greenhouse gases" could result in increased operating costs and reduced demand for RVs we sell" in Item 1A of Part I of this Form 10-K. Although we incur costs to comply with applicable laws and regulations in the ordinary course of our business, we do not presently anticipate that such costs will have a material effect on our capital expenditures, earnings and competitive position.
 Environmental, Health and Safety Regulations
 Our operations involve the use, handling, storage and contracting for recycling and/or disposal of materials such as motor oil and filters, transmission fluids, antifreeze, refrigerants, paints, thinners, batteries, cleaning products, lubricants, degreasing agents, tires and propane. Consequently, our business is subject to a complex variety of federal, state and local requirements that regulate the environment and public health and safety. We do not have any material known environmental commitments or contingencies.
 Additional Information
 We were incorporated in the State of Delaware in 2016. Our principal executive offices are located at 2 Marriott Drive, Lincolnshire, IL 60069 and our telephone number is (847) 808-3000. We make available our public filings, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to those reports with the SEC free of charge through our website at www.campingworld.com in the "Investor Relations" section under "Financial Info" as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. The information contained in, or accessible through, our website does not constitute a part of this Form 10-K.
 We intend to use our official Facebook, X (formerly known as Twitter), and Instagram accounts, each at the handle @CampingWorld, as a distribution channel of material information about the Company and for complying with our disclosure obligations under Regulation FD. The information we post through these social media channels may be deemed material. Accordingly, investors should subscribe to these accounts, in addition to following our press releases, SEC filings and public conference calls and webcasts. These social media channels may be updated from time to time. The information we post through these channels is not a part of this Annual Report on Form 10-K.

 ITEM 1A. RISK FACTORS
 Investing in our Class A common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with the other information included in this Form 10-K. The occurrence of any of the following risks may materially and adversely affect our business, financial condition, results of operations and future prospects. In these circumstances, the market price of our Class A common stock could decline. Other events that we do not currently anticipate or that we currently deem immaterial may also affect our business, prospects, financial condition and results of operations.

 Risks Related to Our Business
 Our business model is impacted by general economic conditions in our markets, including inflation and interest rates, as well as the health of the RV industry, and ongoing economic and financial uncertainties could cause a decline in consumer spending that could adversely affect our business, financial condition and results of operations.
 As a business that relies on consumer discretionary spending, we have in the past and may in the future be adversely affected if our customers reduce, delay or forego their purchases of our services, protection plans, products and resources as a result of:

 job losses, lower income levels or other population and employment trends;

 bankruptcies;

 higher consumer debt and interest rates;

 reduced access to credit;

 higher energy and fuel costs;

 relative or perceived cost, availability and comfort of RV use versus other modes of travel, such as air travel and rail;

 falling home prices;

 lower consumer confidence or discretional consumer spending;

 higher inflation rates;

 uncertainty or changes in tax policies and tax rates;

 uncertainty due to national or international security concerns; or

 other general economic conditions, including deflation and recessions.

 We also rely on our store locations to attract and retain customers and to build our customer database. If we close store locations, are unable to open or acquire new store locations on the timelines we anticipate or at all due to general economic conditions or otherwise, or experience declines in customer transactions in our existing store locations due to general economic conditions or otherwise, our ability to maintain and grow our customer database and our Active Customers will be limited, which could have a material adverse effect on our business, financial condition and results of operations.
 Decreases in Active Customers, average spend per customer, or retention and renewal rates for our Good Sam services and plans has, at times, negatively affected and could in the future negatively affect our financial performance, and a prolonged period of depressed consumer spending could have a material adverse effect on our business. For instance, our Active Customers declined in 2023. In prior years, promotional activities and decreased demand for consumer products affected our profitability and margins, and this negative impact could return or worsen in future periods. In addition, adverse economic conditions may result in an increase in our operating expenses due to, among other things, higher costs of labor, energy, equipment and facilities, as well as higher tariffs. Due to fluctuations in the U.S. economy, our sales, operating and financial results for a particular period are difficult to predict, making it difficult to forecast results for future periods. Additionally, we are subject to economic fluctuations in local markets that may not reflect the economic conditions of the U.S. economy. Any of the foregoing factors could have a material adverse effect on our business, financial condition and results of operations.

 In addition, the success of our recurring Good Sam services and plans, as well as our RV and outdoor retail business, depends, in part, on our customers' use of certain RV websites and/or the purchase of services, protection plans, products and resources through participating merchants, as well as the health of the RV industry generally.
 In addition, during recent periods we have faced, and may continue to face, increased competition from other businesses with similar product and service offerings. For example, our competitors have listed RVs at or below cost and we have had little visibility into our competitors or manufacturers' inventories. As a result, we have responded and may need to further respond by establishing pricing, marketing and other programs or by seeking out additional strategic alliances or acquisitions that may be less favorable to us than we could otherwise establish or obtain in more favorable economic environments. Such programs have adversely impacted our gross margin, operating margin and selling, general and administrative expenses. In addition, declines in the national economy could cause partners or advertising customers who participate in our programs to go out of business. Should the number of partners or advertising customers entering bankruptcy rise, it is likely that the number of uncollectible accounts would also rise. These factors could have a material adverse effect on our business, financial condition and results of operations.
 Our business is affected by the availability and cost of financing to us and our customers.
 Our business is affected by the availability of financing to us and our customers. Generally, RV dealers, including us, finance their purchases of inventory. As of December 31, 2023, we had up to $1.85 billion in maximum borrowing capacity under our Eighth Amended and Restated Credit Agreement for floor plan financing (the "Floor Plan Facility") (see Note 4 Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). A decrease in the availability of this type of wholesale financing or an increase in the cost of such wholesale financing could prevent us from carrying adequate levels of inventory, which may limit product offerings and could lead to reduced revenues.
 Furthermore, many of our customers finance their RV purchases. Consumer credit market conditions continue to influence demand, especially for RVs, and may continue to do so. There continue to be fewer lenders, more stringent underwriting and loan approval criteria, and greater down payment requirements than in the past. Deteriorating economic conditions as a result of federal government action to control inflation, such as higher interest rates, increased unemployment, financial market uncertainty, decreases in disposable income, declines in consumer confidence, economic slowdowns or recessions has negatively impacted and may in the future negatively impact credit conditions or credit worthiness of our customers, and adversely affect the ability of consumers to finance potential purchases at acceptable terms and interest rates. For instance, the higher interest rates have limited the amount of financing that certain customers qualify for when purchasing a new or used RV. This has resulted and could in the future result in a decrease in sales of our products and have a material adverse effect on our business, financial condition and results of operations.
 Fuel shortages, high prices for fuel, or changes in energy sources could have a negative effect on our business.
 Gasoline or diesel fuel is currently required for the operation of RVs. There can be no assurance that the supply of these petroleum products will continue uninterrupted, that rationing will not be imposed or that the price of or tax on these petroleum products will not significantly increase in the future. Shortages of gasoline and diesel fuel have had a material adverse effect on the RV industry as a whole in the past and any such shortages or substantial increases in the price of fuel could have a material adverse effect on our business, financial condition or results of operations.
 In the future, new government regulations could require us to sell RVs that rely on alternative energy sources or require consumers to purchase vehicles that rely on alternative energy sources, such as electric vehicles. Such alternative energy sources could be less desirable to our customers or result in reduced towing capacity, which may reduce demand or lower margins and adversely affect our business, financial condition or results of operations.

 Our success depends to a significant extent on the well-being, as well as the continued popularity and reputation for quality, of our manufacturers, particularly Thor Industries, Inc. and Forest River, Inc.
 Thor Industries, Inc. and Forest River, Inc. supplied approximately 63.7% and 26.7%, respectively, of our new RV inventory as of December 31, 2023. We depend on our manufacturers to provide us with products that compare favorably with competing products in terms of quality, performance, safety and advanced features. Any adverse change in the production efficiency, product development efforts, technological advancement, marketplace acceptance, reputation, marketing capabilities or financial condition of our manufacturers, particularly Thor Industries, Inc. and Forest River, Inc., could have a substantial adverse impact on our business. Any difficulties encountered by any of these manufacturers, resulting from economic, financial, or other factors, could adversely affect the quality and amount of products that they are able to supply to us, and the services and support they provide to us.
 The interruption or discontinuance of the operations of Thor Industries, Inc. and Forest River, Inc. or other manufacturers could cause us to experience shortfalls, disruptions, or delays with respect to needed inventory. Although we believe that adequate alternate sources would be available that could replace any manufacturer as a product source, those alternate sources may not be available at the time of any interruption, and alternative products may not be available at comparable quality and prices.
 Our supply arrangements with manufacturers are typically governed by dealer agreements, which are customary in the RV industry. Our dealer agreements with manufacturers are generally made on a location-by-location basis, and each store location typically enters into multiple dealer agreements with multiple manufacturers. These dealer agreements may contain affirmative obligations that we must comply with. Our dealer agreements also generally provide for a one-year term, which is typically renewed annually. For more information on our dealer arrangements, see "Item 1. Business Vehicle Sourcing and Dealer Arrangements" under Part I of this Form 10-K.
 In addition, certain of our dealer agreements contain stocking level requirements and certain of our dealer agreements contain contractual provisions concerning minimum advertised product pricing for current model year units. Wholesale pricing is generally established on a model year basis and is subject to change at the manufacturer's sole discretion. In certain cases, manufacturers have, and may continue to establish a suggested retail price, below which we cannot advertise that manufacturer's RVs. Any change, non-renewal, unfavorable renegotiation or termination of these arrangements for any reason could adversely affect product availability and cost and our financial performance.
 Changes in consumer preferences for our products or our failure to gauge those preferences could lead to reduced sales and increased cost of sales and selling, general and administrative expenses.
 We cannot be certain that historical consumer preferences for RVs in general, and any related products, will remain unchanged. RVs are generally used for recreational purposes, and demand for our products may be adversely affected by competition from other activities that occupy consumers' leisure time and by changes in consumer lifestyle, usage pattern, or taste. Similarly, an overall decrease in consumer leisure time may reduce consumers' willingness to purchase our products. During the COVID-19 pandemic, we experienced significant acceleration in our in-store traffic and revenue trends in May 2020 continuing into the quarter ended June 30, 2021 and demand in new and used vehicles remained elevated through the remainder of 2021 and into the beginning of 2022. The industry saw an influx of new first-time participants because RVs allow people to travel in a safe and socially distant manner during the COVID-19 crisis. These trends have slowed and may not continue in the future. Over the past several years, we have seen a shift in our overall sales mix towards new travel trailer vehicles, which, prior to the COVID-19 pandemic, had led to declines in our average selling price of a new vehicle unit. From 2015 to 2023, new vehicle travel trailer units as a percent of total new vehicles increased from 62% to 75% of total new vehicle unit sales but from 2015 to 2023, our average selling price of a new vehicle unit increased from $39,853 to $43,866. As a result of the lower industry supply of travel trailers and motorhomes for much of 2021, both average cost and average sales price increased in 2022 and 2021, but average selling price began to decrease in 2023. If supply chain costs decline over the next twelve months, as expected, average sales price may continue to decline and impact our same store revenue.

 We have announced a strategic review of our Good Sam business, and any resulting transaction may introduce significant risks and uncertainties.
 We have initiated a strategic review of our Good Sam business, which could include a potential sale, spin off or other disposition of the business. No decision has been made whether to proceed with any particular alternative. We have not set a deadline for the strategic alternatives review process, and there can be no assurance that this process will result in any particular outcome. We expect to incur substantial costs associated with the strategic review. We are also subject to other risks in connection with the uncertainty created by the strategic review process, including stock price volatility and the ability to retain qualified employees. We do not currently intend to disclose further developments with respect to this process, unless and until our Board of Directors approves a specific transaction or otherwise concludes the review of strategic alternatives.
 A strategic transaction involving our Good Sam business could create significant risks and uncertainties that could adversely affect our business, consolidated financial position and consolidated results of operations. These include, among others, the inability to find potential buyers on favorable terms, disruption to our business and/or diversion of management attention from other business concerns, the potential loss of key employees, difficulties in separating the operations of the divested business, and retention of certain liabilities related to the divested business. In addition, a strategic transaction may not be successful in achieving its intended benefits and could negatively impact our remaining business, for example through the loss of cross-selling opportunities, as any ongoing relationship with Good Sam could be uncertain. Significant time and expenses could be incurred related to any resulting transaction and such transaction may require our continued financial involvement, such as through transition service agreements, guarantees, and indemnities or other current or contingent financial obligations and liabilities.
 Competition in the market for services, protection plans, products and resources targeting the RV lifestyle or RV enthusiast could reduce our revenues and profitability.
 The markets for services, protection plans, products and resources targeting RV owners and enthusiasts are highly fragmented and competitive. Major competitive factors that drive the RV, outdoor and active sports markets are price, product and service features, technology, performance, reliability, quality, availability, variety, delivery and customer service. We compete directly or indirectly with the following types of companies:

 other RV dealers selling new and used RVs;

 major national insurance and warranty companies, providers of roadside assistance and providers of extended vehicle service contracts;

 multi-channel retailers and mass merchandisers, warehouse clubs, discount stores, department stores and other retailers, such as Wal-Mart, Target and Amazon;

 distributors of RV furniture and accessories;

 online retailers; and

 independent, local specialty stores.

 Additional competitors may enter the businesses in which we currently operate. Moreover, some of our mass merchandising competitors do not currently compete in many of the product categories we offer, but may choose to offer a broader array of competing products in the future. Some of our competitors may build new stores in or near our existing locations and certain RV and accessory manufacturers may choose to expand their direct to consumer offerings. In addition, an increase in the number of aggregator and price comparison sites for insurance products may negatively impact our sales of these products. If any of our competitors successfully provides a broader, more efficient or attractive combination of services, protection plans, products and resources to our target customers, our business results could be materially adversely affected. Our inability to compete effectively with existing or potential competitors could have a material adverse effect on our business, financial condition and results of operations.

 Our expansion into new, unfamiliar markets, businesses, product lines or categories presents increased risks that may prevent us from being profitable in these new markets, businesses, product lines or categories. Delays in opening or acquiring new store locations, on anticipated timelines or at all, could have a material adverse effect on our business, financial condition and results of operations.
 As a result of any future expansion into new, unfamiliar markets, businesses, product lines or categories, we may have less familiarity with local consumer preferences and less business, product or category knowledge with respect to new businesses, product lines or categories, and could encounter difficulties in attracting customers due to a reduced level of consumer familiarity with our brands or reduced product or category knowledge. Other factors that may impact our ability to open or acquire new store locations in new markets and to operate them profitably or acquire new businesses, product lines or categories, many of which are beyond our control, include:

 our ability to identify suitable acquisition opportunities or new locations, including our ability to gather and assess demographic and marketing data to determine consumer demand for our products in the locations we select or accurately assess profitability;

 our ability to negotiate favorable lease agreements;

 our ability to secure product lines;

 delays in the entitlement process, the availability of construction materials and labor for new store locations and significant construction delays or cost overruns;

 our ability to secure required third-party or governmental permits and approvals;

 our ability to hire and train skilled store operating personnel, especially management personnel;

 our ability to provide a satisfactory mix of merchandise that is responsive to the needs of our customers living in the geographic areas where new store locations are built or acquired;

 our ability to supply new store locations with inventory in a timely manner;

 our competitors building or leasing store locations near our store locations or in locations we have identified as targets; and

 regional economic and other factors in the geographic areas where we expand.

 Our expansion into new markets, businesses, products or categories may not be supported adequately by our current resources, personnel and systems, and may also create new distribution and merchandising challenges, including additional strain on our distribution centers, an increase in information to be processed by our management information systems and diversion of management attention from existing operations. To the extent that we are not able to meet these additional challenges, our sales could decrease, and our operating expenses could increase, which could have a material adverse effect on our business, financial condition and results of operations.
 Finally, the size, timing, and integration of any future new store location openings or acquisitions or the acquisition of new businesses, product lines or categories may cause substantial fluctuations in our results of operations from quarter to quarter. Consequently, our results of operations for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year. These fluctuations could adversely affect the market price of our common stock.
 As a result of the above factors, we cannot assure you that we will be successful in operating our store locations in new markets or acquiring new businesses, product lines or categories on a profitable basis, and our failure to do so could have a material adverse effect on our business, financial condition and results of operations.

 Unforeseen expenses, difficulties, and delays encountered in connection with acquisitions could inhibit our growth and negatively impact our profitability
 Our ability to continue to grow through the acquisition of additional store locations will depend upon various factors, including the following:

 the availability of suitable acquisition candidates at attractive purchase prices;

 the ability to compete effectively for available acquisition opportunities;

 the availability of cash on hand, borrowed funds or Class A common stock with a sufficient market price to finance the acquisitions;

 the ability to obtain any requisite third-party or governmental approvals; and

 the absence of one or more third parties attempting to impose unsatisfactory restrictions on us in connection with their approval of acquisitions.

 As a part of our strategy, we occasionally engage in discussions with various dealerships and other outdoor lifestyle businesses regarding their potential acquisition by us. In connection with these discussions, we and each potential acquisition candidate exchange confidential operational and financial information, conduct due diligence inquiries, and consider the structure, terms, and conditions of the potential acquisition. Potential acquisition discussions frequently involve difficult business integration and other issues, including in some cases, management succession and related matters. As a result of these and other factors, a number of potential acquisitions that from time to time have been announced or appear likely to occur do not result in binding legal agreements or are not consummated. In addition, we may have disagreements with potential acquisition targets, which could lead to litigation. Acquisitions that have closed may not have the intended benefit. Any of these factors or outcomes could result in a material adverse effect on our business, financial condition and results of operations.
 Failure to maintain the strength and value of our brands could have a material adverse effect on our business, financial condition and results of operations.
 Our success depends on the value and strength of our key brands, including Good Sam and Camping World. These brands are integral to our business as well as to the implementation of our strategies for expanding our business. Maintaining, enhancing, promoting and positioning our brands, particularly in new markets where we have limited brand recognition, will depend largely on the success of our marketing and merchandising efforts and our ability to provide high quality services, protection plans, products and resources and a consistent, high quality customer experience. Our brands could be adversely affected if we fail to achieve these objectives, if we fail to comply with local laws and regulations, if we are subject to publicized litigation or if our public image or reputation were to be tarnished by negative publicity. Some of these risks may be beyond our ability to control, such as the effects of negative publicity regarding our manufacturers, suppliers or third-party providers of services or negative publicity related to members of management. Any of these events could result in decreases in revenues. Further, maintaining, enhancing, promoting and positioning our brands' image may require us to make substantial investments, which could adversely affect our cash flow, and which may ultimately be unsuccessful. These factors could have a material adverse effect on our business, financial condition and results of operations.
 Our failure to successfully order and manage our inventory to reflect consumer demand in a volatile market and anticipate changing consumer preferences and buying trends has, and may continue to have, an adverse effect on our business, financial condition and results of operations.
 Our success depends upon our ability to successfully manage our inventory and to anticipate and respond to merchandise trends and consumer demands in a timely manner. Our products are intended to appeal to consumers who are, or could become, RV owners and enthusiasts across North America. The preferences of these consumers cannot be predicted with certainty and are subject to change. Further, the retail consumer industry, by its nature, is volatile and sensitive to numerous economic factors, including

 consumer preferences, competition, market conditions, general economic conditions and other factors outside of our control. We typically order merchandise well in advance of the following selling season making it difficult for us to respond rapidly to new or changing product trends, increases or decreases in consumer demand or changes in prices. Additionally, we may not be able to adjust proprietary pricing tools, such as the RV Valuator, to respond to changes in consumer demand or pricing until after a trend is established. If we misjudge either the market for our merchandise or our consumers' purchasing habits in the future, our revenues may decline significantly, and we may not have sufficient quantities of merchandise to satisfy consumer demand or sales orders, or we may be required to discount excess inventory, either of which could have a material adverse effect on our business, financial condition and results of operations. For example, in the normal course of business, we periodically will implement discounting to reduce our excess RV inventory. During 2023, we discounted 2022 and 2023 model year RVs to reduce the mix of those model years compared to incoming 2024 model year RVs that we had procured at a lower cost, which also resulted in the need for us to discount certain used RVs. This discounting resulted in a decrease in average selling prices of new and used vehicles in 2023. During the fourth quarter of 2022 and in connection with our Active Sports Restructuring during 2023, we used clearance and discounted pricing on certain categories within our products, services, and other offerings to reduce our retail inventory levels. In addition, we have exited certain non-RV retail categories because we felt those categories did not have sufficient demand or sales margins to justify our inventory levels. These activities have negatively impacted our gross margin, operating margin and selling, general and administrative expenses.
 Our same store revenue may fluctuate and may not be a meaningful indicator of future performance.
 Our same store revenue may vary from quarter to quarter. In addition to the above risk factors a number of additional factors have historically affected, and will continue to affect, our same store revenue results, including:

 changes or anticipated changes to regulations related to some of the products we sell or to the localities in which we operate, such as the regulations passed in December 2021 by the California Air Resources Board that will prohibit the sale of gas-powered generators in California beginning in 2028;

 our ability to provide quality customer service that will increase our conversion of shoppers into paying customers;

 atypical weather patterns;

 changes in our product mix;

 changes in sales of Good Sam services and plans and retention and renewal rates for our annually renewing Good Sam services and plans; and

 changes in pricing and average unit sales.

 An unanticipated decline in revenues or same store revenue may cause the price of our Class A common stock to fluctuate significantly.
 Our business is seasonal and this leads to fluctuations in revenues.
 We have experienced, and expect to continue to experience, variability in revenue, net income and cash flows as a result of annual seasonality in our business. The RV outdoor and active sports specialty retail industries are cyclical and, because RVs are used primarily by vacationers and campers, demand for services, protection plans, products and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand.
 On average, over the three years ended December 31, 2023, we generated 30.5% and 27.4% of our annual revenue in the second and third fiscal quarters, respectively, which include the spring and summer

 months. We have historically incurred additional expenses in the second and third fiscal quarters due to higher purchase volumes, increased staffing in our store locations and program costs. If, for any reason, we miscalculate the demand for our products or our product mix during the second and third fiscal quarters, our sales in these quarters could decline, resulting in higher labor costs as a percentage of sales, lower margins and excess inventory, which could have a material adverse effect on our business, financial condition and results of operations. Additionally, SG&A expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the seasonality of our business.
 Due to our seasonality, the possible adverse impact from other risks associated with our business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during our peak sales seasons.
 Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital.
 The operation of our business, the rate of our expansion and our ability to respond to changing business and economic conditions depend on the availability of adequate capital, which in turn depends on cash flow generated by our business and, if necessary, the availability of additional equity or debt capital. We also require sufficient cash flow to meet our obligations under our existing debt agreements. (See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Description of Senior Secured Credit Facilities and Floor Plan Facility" in Item 7 of Part II of this Form 10-K). We cannot assure you that our cash flow from operations or cash available under our financing agreements, including our $65.0 million revolving credit facility (the "Revolving Credit Facility") or our floor plan financing through the Floor Plan Facility, will be sufficient to meet our needs. If we are unable to generate sufficient cash flows from operations in the future, and if availability under our Revolving Credit Facility or our Floor Plan Facility is not sufficient, or if additional borrowings under our Real Estate Facilities (as defined in Note 10 — Long-Term Debt to our consolidated financial statements included in Item 8 of Part II of this Form 10-K) are unavailable, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations.
 Our Senior Secured Credit Facilities and our Floor Plan Facility contain restrictive covenants that may impair our ability to access sufficient capital and operate our business.
 Our senior secured credit facilities, comprised of our Revolving Credit Facility and our $1.4 billion term loan facility (the "Term Loan Facility" and together with the Revolving Credit Facility, the "Senior Secured Credit Facilities") and our Floor Plan Facility contain various provisions that limit our ability to, among other things:

 incur additional indebtedness;

 incur certain liens;

 consolidate or merge;

 alter the business conducted by us and our subsidiaries;

 make investments, loans, advances, guarantees and acquisitions;

 sell assets, including capital stock of our subsidiaries;

 pay dividends on capital stock or redeem, repurchase or retire capital stock or certain other indebtedness;

 engage in transactions with affiliates; and

 enter into agreements restricting our subsidiaries' ability to pay dividends.

 In addition, the restrictive covenants in our Senior Secured Credit Facilities and our Floor Plan Facility require us to maintain specified financial ratios and provide for acceleration of the indebtedness thereunder in the case of certain events of default, which could have a material adverse effect on our business, financial condition and results of operations. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Description of Senior Secured Credit Facilities and Floor Plan Facility" in Item 7 of Part II of this Form 10-K and Note 10 — Long-Term Debt to our consolidated financial statements included in Item 8 of Part II of this Form 10-K. Our ability to comply with those financial ratios may be affected by events beyond our control, and our failure to comply with these ratios could result in an event of default. In an event of default, we may not have sufficient funds available, or we may not have access to sufficient capital from other sources, to repay any accelerated debt and our lenders could foreclose on liens which cover substantially all of our assets.
 COVID-19 had, and could have in the future, certain negative impacts on our business, and such impacts may have a material adverse effect on our results of operations, financial condition and cash flows. Other future pandemics or health crises may have similar material adverse impacts on our business.
 The public health crisis caused by COVID-19 and the measures taken by governments, businesses, including us and our vendors, and the public at large to limit the impact of COVID-19 had, and could again have in the future, certain negative impacts on our business including, without limitation, the following:

 delays in the delivery of certain products from our vendors as a result of shipping delays;

 temporary facility closures, production slowdowns and disruption to operations;

 increased product costs or shortages;

 traffic at our store locations or reduced demand for our products and services;

 labor shortages including for key positions;

 financial impacts that could cause one or more of our counterparty financial institutions to fail or default on their obligations to us or for us to default on one or more of our credit agreements;

 potential significant impairment charges with respect to noncurrent assets, including goodwill, other intangible assets, and other long-lived assets, as well as inventory whose fair values may be negatively affected; and

 heightened cybersecurity risks during periods of increased remote working.

 Other future pandemics or health crises may have similar material adverse impacts on our business.
 We may not successfully execute or achieve the expected benefits of our cost cutting or restructuring initiatives. The restructuring initiatives may result in further asset impairment charges and adversely affect the Company's business.
 In the third fiscal quarter of 2019 and the second fiscal quarter of 2023, we announced the 2019 Strategic Shift and the Active Sports Restructuring, respectively. As of December 31, 2023, the activities under each of the 2019 Strategic Shift and Active Sports Restructuring have been completed with the exception of certain lease termination costs and other associated costs relating to the leases of previously closed locations or facilities. The process of identifying subtenants and negotiating lease terminations was delayed initially in part due to the COVID-19 pandemic. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals and the costs may be greater than expected. In addition, the Company may need to incur further impairment charges to its long-lived assets, including its operating lease assets, as a result of the 2019 Strategic Shift. As of December 31, 2023, the Company had eight leases relating

 to the 2019 Strategic Shift and one lease relating to Active Sports Restructuring that had not been terminated or sublet.
 In addition, from time to time, we engage in cost cutting or restructuring initiatives to try to streamline our organizational footprint. These initiatives may not have the intended benefits and may result in unintended consequences and costs, such as the loss of institutional knowledge and expertise, attrition beyond the intended number of employees impacted by any reduction in force, and decreased morale among our remaining employees. If we are unable to realize the anticipated benefits from our cost cutting or restructuring initiatives, or if we experience significant adverse consequences from such initiatives, our business, financial condition, and results of operations may be materially adversely affected.
 We primarily rely on our fulfillment and distribution centers for our retail, e-commerce and catalog businesses, and, if there is a natural disaster or other serious disruption at any such facility, we may be unable to deliver merchandise effectively to our stores or customers.
 We handle almost all of our e-commerce and catalog orders and distribution to our retail stores through fulfillment and distribution facilities (see "Item 2. Properties" under Part I of this Form 10-K). We closed one of these fulfillment and distribution facilities in January 2023. Any natural disaster or other serious disruption at any such facility due to fire, tornado, earthquake, flood or any other cause could damage our on-site inventory or impair our ability to use such distribution and fulfillment center. While we maintain business interruption insurance, as well as general property insurance, the amount of insurance coverage may not be sufficient to cover our losses in such an event. Any of these occurrences could impair our ability to adequately stock our stores or fulfill customer orders and harm our results of operations.
 Natural disasters, whether or not caused by climate change, unusual weather conditions, epidemic outbreaks, terrorist acts and political events could disrupt business and result in lower sales and otherwise adversely affect our financial performance.
 The occurrence of one or more natural disasters, such as tornadoes, hurricanes, fires, droughts, floods, hail storms and earthquakes, unusual weather conditions, epidemic outbreaks such as Ebola, Zika virus, novel coronavirus or measles, terrorist attacks or disruptive political events in certain regions where our stores are located could adversely affect our business and result in lower sales, or could impact the degree to which travel and recreational activities remain attractive, either of which could have a material adverse effect on our business, financial condition, and results of operations. Severe weather, such as heavy snowfall or extreme temperatures, may discourage or restrict customers in a particular region from traveling to our stores or utilizing our products, thereby reducing our sales and profitability. Natural disasters including tornadoes, hurricanes, droughts, floods, hailstorms and earthquakes may damage our stores or other operations, which may materially adversely affect our consolidated financial results. The public health crisis caused by COVID-19 and the measures taken by governments, businesses, including us and our vendors, and the public at large to limit COVID-19's spread had, and could again have in the future, certain negative impacts on our business including product shortages and reduced customer demand for our products. In addition to business interruption, our retail business is subject to substantial risk of property loss due to the concentration of property at our store locations. Climate change may impact the frequency and/or intensity of such events as well as cause chronic changes, such as changes in temperature or precipitation patterns or sea-level rise, that may also have an adverse impact on our operations, including but not limited to a change in consumer behavior, including with respect to the degree to which travel and recreational activities remain attractive. To the extent these events also impact one or more of our key suppliers or result in the closure of one or more of our distribution centers or our corporate headquarters, we may be unable to maintain inventory balances, maintain delivery schedules or provide other support functions to our stores. Our insurance coverage may also be insufficient to cover all losses related to such events, or changing climatic conditions may make it so that we are not able to obtain sufficient insurance coverage on terms that we find acceptable. Any of these events could have a material adverse effect on our business, financial condition and results of operations.

 We depend on our relationships with third-party providers of services, protection plans, products and resources and a disruption of these relationships or of these providers' operations could have an adverse effect on our business and results of operations.
 Our business depends in part on developing and maintaining productive relationships with third-party providers of services, protection plans, products and resources that we market to our customers. During the year ended December 31, 2023, we sourced our products from over 2,800 domestic and international vendors. Additionally, we rely on certain third-party providers to support our services, protection plans, products and resources, including insurance carriers for our property and casualty insurance and extended service contracts, banks and captive financing companies for vehicle financing and refinancing, Comenity Capital Bank as the issuer of our co-branded credit card, and a tow provider network for our roadside assistance programs. We cannot accurately predict when, or the extent to which, we will experience any disruption in the supply of products from our vendors or services from our third-party providers. Any such disruption could negatively impact our ability to market and sell our services, protection plans, products and resources, which could have a material adverse effect on our business, financial condition and results of operations. In addition, Comenity Capital Bank could decline to renew our services agreement or become insolvent and unable to perform our contract, and we may be unable to timely find a replacement bank to provide these services.
 We depend on merchandise purchased from our vendors to obtain products for our store locations. We have no contractual arrangements providing for continued supply from our key vendors, and our vendors may discontinue selling to us at any time. Changes in commercial practices of our key vendors or manufacturers, such as changes in vendor support and incentives or changes in credit or payment terms, could also negatively impact our results. If we lose one or more key vendors or are unable to promptly replace a vendor that is unwilling or unable to satisfy our requirements with a vendor providing equally appealing products at comparable prices, we may not be able to offer products that are important to our merchandise assortment.
 We also are subject to risks, such as the price and availability of raw materials, shipping delays, labor disputes, union organizing activity, strikes, inclement weather, natural disasters, war and terrorism and adverse general economic and political conditions that might limit our vendors' ability to provide us with quality merchandise on a timely and cost-efficient basis. We may not be able to develop relationships with new vendors, and products from alternative sources, if any, may be of a lesser quality and more expensive than those we currently purchase. Any delay or failure in offering quality products and services to our customers could have a material adverse effect on our business, financial condition and results of operations.
 We offer emergency roadside assistance to our customers at a fixed price per year and we pay our tow provider network based on usage. If the amount of emergency roadside claims substantially exceeds our estimates or if our tow provider is unable to adequately respond to calls, it could have a material adverse effect on our business, financial condition or results of operations.
 With respect to the insurance programs that we offer, we are dependent on the insurance carriers that underwrite the insurance to obtain appropriate regulatory approvals and maintain compliance with insurance regulations. If such carriers are out of compliance, we may be required to use an alternative carrier or products or cease marketing certain products in certain states, which could have a material adverse effect on our business, financial condition and results of operations. If we are required to use an alternative carrier or change our products, it may materially increase the time required to bring an insurance related product to market. Any disruption in our service offerings could harm our reputation and result in customer dissatisfaction.
 Additionally, we provide financing to qualified customers through a number of third-party financing providers. If one or more of these third-party providers ceases to provide financing to our customers, provides financing to fewer customers or no longer provides financing on competitive terms, or if we were unable to replace the current third-party providers upon the occurrence of one or more of the foregoing events, it could have a material adverse effect on our business, financial condition and results of operations.

 Because certain of the products that we sell are manufactured abroad, we may face delays, new or increased tariffs, increased cost or quality control deficiencies in the importation of these products, which could reduce our net sales and profitability.
 A portion of the products that we purchase for resale, including those purchased from domestic suppliers, is manufactured abroad in China and other countries. In addition, we believe most of our private label merchandise is manufactured abroad. Trade tensions between the United States and China, Russia and other countries has escalated in recent years. We may not be able to mitigate the impacts of any future tariffs, and our business, results of operations and financial position would be materially adversely affected. As a result, our foreign imports, in particular imports from China, subject us to the risks of changes in, or the imposition of new import tariffs, duties or quotas, new restrictions on imports, loss of "most favored nation" status with the United States for a particular foreign country, antidumping or countervailing duty orders, retaliatory actions in response to illegal trade practices, work stoppages, delays in shipment, trade route challenges due to global political tensions, freight expense increases, product cost increases due to foreign currency fluctuations or revaluations and economic uncertainties. If any of these or other factors were to cause a disruption of trade from the countries in which the suppliers of our vendors are located or impose additional costs in connection with the purchase of our products, we may be unable to obtain sufficient quantities of products to satisfy our requirements and our results of operations could be adversely affected.
 Additionally, there are increasing expectations that companies monitor the environmental and/or social performance of their suppliers, including compliance with a variety of labor practices. There is also increased attention regarding the end of life considerations for products like ours, and we could experience increased expectations and regulations that effect our ability to manufacture and sell our products. Compliance with emerging expectations and regulations can be costly, require us to establish or augment programs to diligence or monitor our suppliers, or, in the case of legislation such as the Uyghur Forced Labor Prevention Act, to design supply chains to avoid certain regions altogether. To the extent that any foreign manufacturers which supply products to us directly or indirectly utilize quality control standards, labor practices or other practices that vary from those legally mandated or commonly accepted in the United States, we could be hurt by a variety of adverse impacts, including but not limited to any resulting negative publicity or, in some cases, face potential liability or a denial of import for our products.
 A portion of our net income is related to financing, insurance and extended service contracts, which depend on third-party lenders and insurance companies. We cannot assure you that third-party lending institutions will continue to provide financing for RV purchases.
 A portion of our net income comes from the fees we receive from lending institutions and insurance companies for arranging financing and insurance coverage for our customers unless customers prepay the financing within a specified period (generally within six months of making the loan), in which case we are required to rebate (or "chargeback") all or a portion of the commissions paid to us by the lending institution. Our revenues from financing fees and vehicle service contract fees are recorded net of a reserve for estimated future chargebacks based on historical operating results. Lending institutions may change the criteria or terms they use to make loan decisions, which could reduce the number of customers for whom we can arrange financing, or may elect to not continue to provide these products with respect to RVs. Our customers may also use the internet or other electronic methods to find financing alternatives. If any of these events occur, we could lose a significant portion of our income and profit. Our arrangements with lending institutions are typically governed by retail dealer agreements, which are customary in the RV industry. Our retail dealer agreements with lenders are generally made on a location by location basis, and each store location typically enters into multiple retail dealer agreements with multiple lending institutions. These retail dealer agreements may contain affirmative obligations that we must comply with.
 Furthermore, new and used vehicles may be sold and financed through retail installment sales contracts entered into between us and third-party purchasers. Prior to entering into a retail installment sales contract with a third-party purchaser, we typically have a commitment from a third-party lender for the assignment of such retail installment sales contract, subject to final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically assigned by us to third-party lenders simultaneously with the execution of the retail installment sales contracts. Contracts in transit represent amounts due from third-party lenders from whom

 pre-arranged assignment agreements have been determined, and to whom the retail installment sales contracts have been assigned. We recognize revenue from the sale of new and used vehicles upon completion of the sale to the customer. Conditions to completing a sale include having an agreement with the customer, including pricing, whereby the sales price must be reasonably expected to be collected and having control transferred to the customer. Funding from the third-party lender is provided upon receipt, final review, approval and verification of the retail installment sales contract, related documentation and the information contained therein. Retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender. Contracts in transit are included in current assets in our consolidated financial statements included in Item 8 of Part II of this Form 10-K and totaled $60.2 million and $50.3 million as of December 31, 2023 and December 31, 2022, respectively. Any defaults on these retail installment sales contracts could have a material adverse effect on our business, financial condition and results of operations.
 If we are unable to retain senior executives and attract and retain other qualified employees, our business might be adversely affected.
 Our success depends in part on our ability to attract, hire, train and retain qualified managerial, sales, marketing, and service personnel. Competition for these types of personnel is high. We may be unsuccessful in attracting and retaining the personnel we require to conduct our operations successfully and, in such an event, our business could be materially and adversely affected. Our success also depends to a significant extent on the continued service and performance of our senior management team, including our Chairman and Chief Executive Officer, Marcus Lemonis. The loss of any member of our senior management team could impair our ability to execute our business plan and could therefore have a material adverse effect on our business, results of operations and financial condition. Additionally, certain members of our management team, including Mr. Lemonis, currently pursue and may continue to pursue other business ventures, which could divert their attention from executing on our business plan and objectives. We do not currently maintain key-man life insurance policies on any member of our senior management team or other key employees.
 We are subject to risks associated with leasing substantial amounts of space.
 We lease the majority of the real properties where we have retail operations as well as certain corporate offices and distribution centers. Our leases generally provide for fixed monthly rentals with escalation clauses and range from five to twenty years. The profitability of our business is in part dependent on renewing leases for stores in desirable locations and, if necessary, identifying and closing underperforming stores or relocating these stores to alternative locations in a cost-effective manner. Typically, a large portion of a store's operating expense is the cost associated with leasing the location.
 Additionally, over time our current store locations may not continue to be desirable because of changes in demographics within the surrounding area or a decline in shopping traffic, including traffic generated by other nearby stores. Although we have the right to terminate some of our leases under specified conditions by making certain payments, we may not be able to terminate a particular lease if or when we would like to do so. If we decide to close stores, we are generally required to either continue to pay rent and operating expenses for the balance of the lease term or, for certain locations, pay exercise rights to terminate, which in either case could be expensive. Even if we are able to assign or sublease vacated locations where our lease cannot be terminated, we may remain liable on the lease obligations if the assignee or sublessee does not perform.
 If we are unable to service our lease expenses or are unable to, on favorable terms, negotiate renewals of leases at desirable locations or identify and close underperforming locations, we may be forced to seek alternative sites in our target markets, which may be difficult and have a material adverse effect on our business, financial condition and results of operations.
 Our private brand offerings expose us to various risks.
 We expect to continue to grow our exclusive private brand offerings through a combination of brands that we own and brands that we license from third parties. We have invested in our development and procurement resources and marketing efforts relating to these private brand offerings. Although we believe that our private brand products offer value to our customers at each price point and provide us with higher gross

 margins than comparable third-party branded products we sell, the expansion of our private brand offerings also subjects us to certain specific risks in addition to those discussed elsewhere in this section, such as:

 potential mandatory or voluntary product recalls;

 our ability to successfully protect our proprietary rights (including defending against counterfeit, knock offs, grey-market, infringing or otherwise unauthorized goods);

 our ability to successfully navigate and avoid claims related to the proprietary rights of third parties;

 our ability to successfully administer and comply with obligations under license agreements that we have with the licensors of brands, including, in some instances, certain minimum sales requirements that, if not met, could cause us to lose the licensing rights or pay damages; and

 other risks generally encountered by entities that source, sell and market exclusive branded offerings for retail.

 An increase in sales of our private brands may also adversely affect sales of our vendors' products, which may, in turn, adversely affect our relationship with our vendors. Our failure to adequately address some or all of these risks could have a material adverse effect on our business, results of operations and financial condition.
 We could incur asset impairment charges for goodwill, intangible assets or other long-lived assets.
 We have a significant amount of goodwill, intangible assets and other long-lived assets. At least annually, we review goodwill for impairment. Long-lived assets, operating lease assets, identifiable intangible assets and goodwill are also reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable from future cash flows. These events or circumstances could include a significant change in the business climate, legal factors, operating performance indicators, competition, sale or disposition of a significant portion of the business or other factors. If the carrying value of a long-lived asset is considered impaired, an impairment charge is recorded for the amount by which the carrying value of the long-lived asset exceeds its fair value. Our determination of future cash flows, future recoverability and fair value of our long-lived assets as well as the reporting unit fair value used in our goodwill analysis include significant estimates and assumptions. Changes in those estimates or assumptions or lower than anticipated future financial performance may result in the identification of an impaired asset and a non-cash impairment charge, which could be material. See Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Item 8 of Part II of this Form 10-K for a discussion of impairment charges for the year ended December 31, 2023. We may in the future identify additional impairment charges and any such charges could adversely affect our business, financial condition and results of operations.
 If we redeem or repurchase shares of our stock in the future, we could be subject to a newly enacted excise tax.
 The Inflation Reduction Act of 2022 among other things, imposes a 1% excise tax on the fair market value of stock redeemed or repurchased by publicly traded corporations on or after January 1, 2023, subject to certain exceptions. The Company maintains a stock repurchase program. If we redeem or repurchase shares of our stock in the future, under our current stock repurchase program or otherwise, we could be subject to this excise tax, unless the redemptions or repurchases qualify for any of the exceptions that are provided in the Inflation Reduction Act or in future regulations or rules. Any such excise tax would be a liability of the Company and could increase the amount of tax that we are required to pay.

 Risks related to Regulation and Litigation
 Our business is subject to numerous federal, state and local regulations.
 Our operations are subject to varying degrees of federal, state and local regulation, including our RV sales, RV financing, outbound telemarketing, direct mail, roadside assistance programs, insurance activities, and the sale of extended service contracts. New regulatory efforts may be proposed from time to time that have a material adverse effect on our ability to operate our businesses or our results of operations. For example, in the past a principal source of leads for our direct response marketing efforts was new vehicle registrations provided by motor vehicle departments in various states. Currently, all states restrict access to motor vehicle registration information.
 We receive, store, handle, transmit, use, and otherwise process information related to individuals, including from and about actual and prospective customers as well as our employees and service providers. We also depend on a number of third party vendors in relation to the operation of our business, a number of which process data on our behalf. We, and our vendors, are subject to a number of laws, regulations, industry standards, and other requirements relating to consumer protection, information security and, data protection and privacy, including those that apply generally to the handling of information about individuals, and those that are specific to certain industries, sectors, contexts, or locations. Many of these laws and regulations are still evolving and could be interpreted in ways that could harm our business or limit the services we are able to offer.
 For example, the Federal Trade Commission and state regulators enforce a variety of data privacy issues, such as promises made in privacy policies or failures to appropriately protect information about individuals, as unfair or deceptive acts or practices in or affecting commerce in violation of the Federal Trade Commission Act or similar state laws. Moreover, certain states in the United States and most countries have adopted privacy and security laws that apply to our business. These laws generally require companies to implement specific privacy and information security controls and legal protections to protect certain types of personal information and to collect or use it subject to disclosures. Additional compliance investment and potential business process changes may continue to be required as these laws and others go into effect. Further, in order to comply with the varying state laws around data breaches, we must maintain adequate security measures, which require significant investments in resources and ongoing attention.
 Further, laws, regulations, and standards covering marketing, advertising, and other activities conducted by telephone, email, mobile devices, and the internet may be or become applicable to our business, such as the Federal Communications Act, the Federal Wiretap Act, the Electronic Communications Privacy Act, the Telephone Consumer Protection Act (the "TCPA"), the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the "CAN-SPAM Act"), and similar state consumer protection and communication privacy laws, such as California's Invasion of Privacy Act.
 Additionally, we may be considered a "financial institution" under the Gramm-Leach Bliley Act (the "GLBA"). The GLBA regulates, among other things, the use of certain information about individuals ("non-public personal information") in the context of the provision of financial services, including by banks and other financial institutions. The GLBA includes both a "Privacy Rule," which imposes obligations on financial institutions relating to the use or disclosure of non-public personal information, and a "safeguards rule," which imposes obligations on financial institutions and, indirectly, their service providers to implement and maintain physical, administrative and technological measures to protect the security of non-public personal financial information. Any failure to comply with the GLBA could result in substantial financial penalties.
 Even though we believe we and our vendors are generally in compliance with applicable laws, rules and regulations relating to privacy and data security, these laws are in some cases relatively new and the interpretation and application of these laws are uncertain. Any failure or perceived failure by us to comply with data privacy laws, rules, regulations, industry standards and other requirements could result in proceedings or actions against us by individuals, consumer rights groups, governmental agencies, or others. We could incur significant costs in investigating and defending such claims and, if found liable, pay significant damages or fines or be required to make changes to our business. Further, these proceedings and any subsequent adverse

 outcomes may subject us to significant negative publicity and an erosion of trust. If any of these events were to occur, our business, results of operations, and financial condition could be materially adversely affected.
 We are also subject to federal and numerous state consumer protection and unfair trade practice laws and regulations relating to the sale, transportation and marketing of motor vehicles, including so-called "lemon laws." Federal, state and local laws and regulations also impose upon vehicle operators various restrictions on the length and width of motor vehicles that may be operated in certain jurisdictions or on certain roadways. Certain jurisdictions also prohibit the sale of vehicles exceeding length restrictions. Federal and state authorities also have various environmental control standards relating to air, water, noise pollution and hazardous waste generation and disposal which affect our business and operations.
 Our business is also affected by other laws and regulations including, but not limited to, labor (including federal and state minimum wage and overtime requirements), advertising, real estate, promotions, quality of services, intellectual property, tax, import and export, anti-corruption, anti-competition, environmental, health and safety.
 Furthermore, our property and casualty insurance programs, and our extended service contracts that we offer through third-party insurance carriers are subject to various federal and state laws and regulations governing the business of insurance, including, without limitation, laws and regulations governing the administration, underwriting, marketing, solicitation, liability obligations or sale of insurance programs. Any failure by us or our third-party insurance providers to comply with current licensing and approval requirements could result in such regulators denying their initial or renewal applications for such licenses, modifying the terms of licenses or revoking licenses that they currently possess, which could severely inhibit our ability to market these products. Additionally, certain state laws and regulations govern the form and content of certain disclosures that must be made in connection with the sale, advertising or offer of any insurance program to a consumer. If we fail to comply with these regulations, we may be ordered to pay fines or penalties by regulators or to discontinue certain products.
 We offer extended service contracts and gap insurance that may be purchased as a supplement to the original purchaser's warranty. These products are subject to complex federal and state laws and regulations. There can be no assurance that regulatory authorities in the jurisdictions in which these products are offered will not seek to regulate or restrict these products. Failure to comply with applicable laws and regulations, including with respect to the transfer of administration and liability obligations associated with these extended service contracts to a third party upon purchase by the customer, could result in fines or other penalties including orders by state regulators to discontinue sales of the warranty products in one or more jurisdictions. Such a result could materially and adversely affect our business, results of operations and financial condition.
 State dealer laws generally provide that a manufacturer may not terminate or refuse to renew a dealer agreement unless it has first provided the dealer with written notice setting forth good cause and stating the grounds for termination or non-renewal. If such dealer laws are repealed in the states in which we operate, manufacturers may be able to terminate our dealer agreements without providing advance notice, an opportunity to cure or a showing of good cause. Without the protection of state dealer laws, it may also be more difficult for our dealerships to renew their dealer agreements upon expiration.
 Several states currently have laws in effect that are similar to, and in certain cases, more restrictive than, these federal laws. Compliance with all of these regulations is costly and time-consuming. Inadvertent violation of any of these regulations could cause us to incur fines and penalties and may also lead to restrictions on our ability to manufacture and sell our products and services and to import or export the products we sell.
 We have instituted various and comprehensive policies and procedures to address compliance. However, there can be no assurance that we or our employees, contractors, vendors or our agents will not violate such laws and regulations or our policies and procedures. Compliance with these laws and others may be onerous and costly, at times, and may be inconsistent from jurisdiction to jurisdiction which further complicates compliance efforts. The Company is subject to litigation related to these laws and others and has experienced an increase in wage and hour litigation. Any non-compliance with these laws and others could lead to further litigation or fines, which could adversely affect our business, results of operations and financial condition.

 For more information on the various regulations applicable to our business, see "Item I. Business—Laws and Regulations" under Part I of this Form 10-K.
 Our failure to comply with certain environmental regulations could adversely affect our business, financial condition and results of operations.
 Our operations involve the use, handling, storage and contracting for recycling and/or disposal/discharge of materials such as motor oil and filters, transmission fluids, antifreeze, refrigerants, paints, thinners, batteries, cleaning products, lubricants, degreasing agents, tires and propane. Consequently, our business is subject to a complex variety of federal, state and local requirements that regulate the environment, public health and safety, and we may incur significant costs to comply with such requirements, which costs may increase if existing laws and regulations are revised or reinterpreted or if new laws and regulations become applicable to our operations. Certain of our operations may also require permits or other approvals, which may delay our ability to execute on portions of our business strategy. Our failure to comply with these regulations could cause us to become subject to fines and penalties or otherwise have an adverse impact on our business. In addition, we have indemnified certain of our landlords for any hazardous waste which may be found on or about property we lease. Certain environmental laws may prescribe liability to us for environmental contamination without regard to fault or legality of the action at the time of its occurrence. If any such hazardous waste were to be found on property that we occupy, a significant claim giving rise to our indemnity obligation could have a negative effect on our business, financial condition and results of operations.
 Our operations are subject to a series of risks related to climate change and other environmental, social, and governance ("ESG") matters.
 Regulatory, market, and other changes to respond to climate change may adversely impact our business, financial condition, or results of operations. The United States Environmental Protection Agency has adopted rules under existing provisions of the federal Clean Air Act that require a reduction in emissions of greenhouse gases from motor vehicles. California has also adopted more stringent rules in many cases, which certain other states also elected to follow. Both EPA and California standards may become more stringent over time. The adoption of any laws or regulations requiring significant increases in fuel economy requirements or new federal or state restrictions on vehicles and automotive fuels in the United States could adversely affect demand for those vehicles and could have a material adverse effect on our business, financial condition and results of operations.
 Additionally, there is increasing environmental consciousness among consumers, which may result in decreased demand for certain of our current product or service offerings. Developing alternatives that satisfy the market's evolving expectations of, among other things, vehicle emissions profiles may require us to incur significant costs. Additionally, there are several competing alternatives to replace petroleum-based fuels for vehicles, including but not limited to: electricity, hydrogen, and compressed and/or renewable gas. To the extent potential customers prefer technologies different from those used in the vehicles we offer for sale, or are prohibited by law in certain jurisdictions from purchasing vehicles that we sell (i.e., new vehicles that use gasoline fuel), then demand for such vehicles may not develop as quickly as we expect, or at all.
 Reporting expectations for various ESG topics are also increasing, with a variety of customers, capital providers, and regulators seeking increased information on ESG-related risks. For example, various policymakers, including the Securities and Exchange Commission and the State of California, have adopted (or are considering adopting) requirements for the disclosure of a range of climate-related data and risks, which may require us to incur additional costs or otherwise adversely impact our business.
 While we may at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) or commitments to improve the ESG profile of our company and/or products, such initiatives or achievements of such commitments may be costly and may not have the desired effect. Expectations around the company's management of ESG matters continues to evolve rapidly, in many instances due to factors that are out of our control. If we do not, or are perceived to not, take sufficient action to address ESG matters and related stakeholder expectations, we may suffer reputational damage and may be subject to investor or regulator engagement, even if our efforts are currently voluntary. Simultaneously, there are efforts by some stakeholders to reduce companies' efforts on certain ESG-related matters. Both advocates

 and opponents to certain ESG matters are increasingly resorting to a range of activism forms, including media campaigns and litigation, to advance their perspectives. To the extent we are subject to such activism, it may require us to incur costs or otherwise adversely impact our business. This and other stakeholder expectations will likely lead to increased costs as well as scrutiny that could heighten all of the risks identified in this risk factor. All of these risks may also impact our suppliers or customers, which may indirectly impact our business, financial condition, or results of operations.
 A failure in our e-commerce operations, security breaches and cybersecurity risks could disrupt our business and lead to reduced sales and growth prospects and reputational damage.
 Consumers are increasingly embracing shopping online and through mobile commerce applications. As a result, a growing portion of total consumer expenditures with retailers is occurring online and through mobile commerce applications and a declining portion of total consumer expenditures is occurring at brick and mortar store locations. Our e-commerce business is an important element of our brands and relationship with our customers, and we expect it to continue to grow. In addition to changing consumer preferences and shifting traffic patterns and buying trends in e-commerce, we are vulnerable to additional risks and uncertainties associated with e-commerce sales, including rapid changes in technology, website downtime and other technical failures, security breaches, cyber-attacks, consumer privacy concerns, changes in state tax regimes and government regulation of internet activities (for additional discussion of security breaches and cyber attacks, see – "Disruptions or breaches involving our or our third-party providers' information technology systems or network security could interrupt our operations, compromise our reputation, expose us to litigation, government enforcement actions and costly response measures and could have a material adverse effect on our business, financial condition and results of operations"). Our failure to successfully respond to these risks and uncertainties could reduce our e-commerce sales, increase our costs, diminish our growth prospects and damage our brands, which could negatively impact our results of operations and stock price.
 In addition, there is no guarantee that we will be able to expand our e-commerce business. Our competitors may have e-commerce businesses that are substantially larger and more developed than ours, which places us at a competitive disadvantage. Although we continually update our websites, we may not be successful in implementing improved website features and there is no guarantee that such improvements will expand our e-commerce business. If we are unable to expand our e-commerce business, our growth plans will suffer, and the price of our common stock could decline.
 We may be unable to enforce our intellectual property rights and we may be accused of infringing the intellectual property rights of third parties which could have a material adverse effect on our business, financial condition and results of operations.
 We own a variety of registered trademarks and service marks for the names of our clubs, magazines and other publications. We also own the copyrights to certain articles in our publications. We believe that our trademarks and copyrights have significant value and are important to our marketing efforts. If we are unable to continue to protect the trademarks and service marks for our proprietary brands, if such marks become generic or if third parties adopt marks similar to our marks, our ability to differentiate our products and services may be diminished. In the event that our trademarks or service marks are successfully challenged by third parties, we could lose brand recognition and be forced to devote additional resources to advertising and marketing new brands for our products.
 From time to time, we may be compelled to protect our intellectual property, which may involve litigation. Such litigation may be time-consuming, expensive and distract our management from running the day-to-day operations of our business, and could result in the impairment or loss of the involved intellectual property. There is no guarantee that the steps we take to protect our intellectual property, including litigation when necessary, will be successful. The loss or reduction of any of our significant intellectual property rights could diminish our ability to distinguish our products from competitors' products and retain our market share for our proprietary products. Our inability to effectively protect our proprietary intellectual property rights could have a material adverse effect on our business, results of operations and financial condition.
 Other parties also may claim that we infringe their proprietary rights. Such claims, whether or not meritorious, may result in the expenditure of significant financial and managerial resources, injunctions against

 us or the payment of damages. These claims could have a material adverse effect on our business, financial condition and results of operations.
 If we are unable to maintain or upgrade our information technology systems or if we are unable to convert to alternate systems in an efficient and timely manner, our operations may be disrupted or become less efficient.
 We depend on a variety of information technology systems for the efficient functioning of our business. We rely on certain hardware, telecommunications and software vendors to maintain and periodically upgrade many of these systems so that we can continue to support our business. Various components of our information technology systems, including hardware, networks, and software, are licensed to us by third-party vendors. We rely extensively on our information technology systems to process transactions, summarize results and manage our business. Additionally, because we accept debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard ("PCI-DSS"), issued by the Payment Card Industry Security Standards Council. Costs and potential problems and interruptions associated with the implementation of new or upgraded systems and technology such as those necessary to maintain compliance with the PCI-DSS or with maintenance or adequate support of existing systems could also disrupt or reduce the efficiency of our operations (for additional discussion of risks related to PCI-DSS, see – "Disruptions or breaches involving our or our third-party providers' information technology systems or network security could interrupt our operations, compromise our reputation, expose us to litigation, government enforcement actions and costly response measures and could have a material adverse effect on our business, financial condition and results of operations"). Any material interruptions or failures in our payment-related systems could have a material adverse effect on our business, financial condition and results of operations.
 Disruptions or breaches involving our or our third-party providers' IT Systems or Confidential Information could interrupt our operations, compromise our reputation, expose us to litigation, government enforcement actions and costly response measures and could have a material adverse effect on our business, financial condition and results of operations.
 We rely on the integrity, security and successful functioning of our computer systems, hardware, software, technology infrastructure, and online sites and networks (collectively, "IT Systems") across our operations. While we own and operate certain parts of our IT Systems, we also rely on critical third-party service providers for an array of IT Systems and related products and services. We use IT Systems for external and internal functions, such as to support product sales, our Good Sam services and plans, manage procurement and our supply chain, track inventory information at our store locations, and to communicate customer information, aggregate daily sales, margin and promotional information. We also use IT Systems to report and audit our operational results. In addition, we and our third-party providers have access to, collect, process, use and maintain personal and confidential information regarding our customers, club members, associates, employees and suppliers, as well as proprietary information belonging to our business or to our business partners (collectively, "Confidential Information").
 We and our third-party providers experience cyberattacks and security incidents. For example, in February 2022, we announced the occurrence of a cybersecurity incident that resulted in the encryption of certain IT Systems and theft of certain data and information, including Confidential Information (the "Cybersecurity Incident"). The Cybersecurity Incident resulted in our temporary inability to access certain of our IT Systems, caused by the disabling of some of our IT Systems by the threat actor and our temporarily taking certain other IT Systems offline as a precautionary measure. We engaged outside forensics and cybersecurity experts, and launched containment and remediation efforts and a forensic investigation, which was completed as of September 30, 2022. Through our investigation, we identified that personal information of approximately 30,000 individuals was acquired without authorization, including, depending on the individual, dates of birth, Social Security numbers, and driver's license numbers.
 We have incurred and expect to continue to incur costs related to the Cybersecurity Incident, including legal and other professional fees, and investments related to the security of our IT Systems. Other actual and potential consequences include, but are not limited to, negative publicity, reputational damage, lost trust with customers, and regulatory enforcement action. In December 2022, three putative class action complaints were filed against us and certain of our subsidiaries arising out of the Cybersecurity Incident. The Company and

 plaintiffs executed a settlement agreement to resolve the putative class action complaints for an immaterial amount subject to court approval. As such, we expect to pay a settlement amount, and this litigation could also result in other financial judgments or disputes with insurance carriers concerning coverage.
 We continue to face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity, and availability of our IT Systems and Confidential Information. We are vulnerable to cybersecurity risks from diverse threat actors such as state sponsored organizations and opportunistic hackers and hacktivists, as well as through diverse attack vectors, (for example, ransomware, viruses, advanced persistent threats, misconduct by external or inside actors, social engineering/phishing, human error by associates and contractors, and malicious code embedded in open source software), as well as from bugs, misconfigurations and vulnerabilities in commercial software that is integrated into our (or our suppliers' or service providers') IT Systems, products, or services. Thus, we remain vulnerable to further successful cyberattacks, security breaches and disruptions to our IT Systems and our Confidential Information, in addition to damage or interruption to our IT Systems and Confidential Information from earthquakes, acts of war or terrorist attacks, floods, fires, tornadoes, hurricanes, power loss and outages, computer and telecommunications failures and similar incidents. Some of our systems are not fully redundant, and our disaster recovery planning cannot account for all eventualities. The COVID-19 pandemic also presented additional operational and cybersecurity risks due to the prevalence of work-from-home arrangements.
 We expect cyberattacks to accelerate going forward. Threat actors are becoming more sophisticated and difficult to anticipate or deflect as they increasingly use tools and techniques, including artificial intelligence designed to circumvent security controls, to avoid detection, and to remove forensic evidence that may be needed to effectively identify, investigate and remediate attacks. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, Confidential Information, or business. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and Confidential Information. Because we make extensive use of third party suppliers and service providers, such as cloud services that support our internal and customer-facing operations, successful cyberattacks that disrupt or result in unauthorized access to third party IT Systems can materially impact our operations and financial results.
 Any adverse impact to the availability, integrity, or confidentiality of our IT Systems, or Confidential Information could result in interruptions in our services, noncompliance with certain laws and regulations, substantial negative media attention, damage to our club member, customer and supplier relationships and our reputation, exposure to litigation (including class actions), regulatory investigations, and lost sales, fines, penalties, lawsuits, and increased remediation costs, any or all of which could have a material adverse effect on our business, financial condition and results of operations. We cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all. Finally, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.
 In addition, we may be subject to specific data security frameworks and/or laws that require us to maintain a certain level of security, and the regulatory environment surrounding information security and privacy is increasingly demanding, with the frequent imposition of new and constantly changing requirements across our business. For example, amendments to the Safeguards Rule of the Gramm-Leach-Bliley Act require covered financial institutions to adopt specific data security measures as of June 9, 2023. In addition, customers have a high expectation that we will adequately protect their personal information from cyberattack or other security breaches. A significant breach of Confidential Information, including personal information, could attract a substantial amount of negative media attention, damage our club member, customer and supplier relationships and our reputation, and result in lost sales, fines and/or lawsuits, and new laws such as the CCPA impose statutory damages for certain types of data breaches that affect the personal information of consumers.
 Moreover, as we accept debit and credit cards for payment, we are subject to the PCI-DSS, issued by the Payment Card Industry Security Standards Council. PCI-DSS contains compliance guidelines with regard to our security surrounding the physical and electronic storage, processing and transmission of cardholder data. If we or our service providers are unable to comply with the security standards established by banks and the

 payment card industry, we may be subject to fines, restrictions and expulsion from card acceptance programs, which could materially and adversely affect our business.
 We may be subject to product liability claims if people or property are harmed by the products we sell.
 Some of the products we sell may expose us to product liability claims relating to personal injury, death, or environmental or property damage, and may require product recalls or other actions. Although we maintain liability insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred or that insurance will continue to be available to us on economically reasonable terms, or at all. In addition, some of our agreements with our vendors and sellers do not indemnify us from product liability. Even if a product liability claim is not successful or is not fully pursued, the negative publicity surrounding a product recall or any assertion that our products caused property damage or personal injury could damage our brand identity and our reputation with existing and potential consumers and have a material adverse effect on our business, financial condition and results of operations.
 Any increase in the frequency and size of these claims, as compared to our experience in prior years, may cause the premium that we are required to pay for insurance to increase significantly and may negatively impact future insurance costs. It may also increase the amounts we pay in punitive damages, not all of which may be covered by our insurance.
 We have been named in litigation, which has resulted in substantial costs and may result in reputational harm and divert management's attention and resources.
 We face legal risks in our business, including claims from disputes with our employees and our former employees and claims associated with general commercial disputes, product liability and other matters. Risks associated with legal liability often are difficult to assess or quantify and their existence and magnitude can remain unknown for significant periods of time.
 We have been named in the past, are currently named and may be named in the future as defendants of class action lawsuits. We have been subject to securities class action litigation and may be subject to similar or other litigation in the future. For information regarding these lawsuits, refer to Note 14, Commitments and Contingencies – Litigation of our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
 The results of the securities class action lawsuits, stockholder derivative lawsuits, and any other future legal proceedings cannot be predicted with certainty. Regardless of their subject matter or merits, such legal proceedings have resulted in and are likely to continue to result in significant cost to us, which may not be covered by insurance, may divert the attention of management or may otherwise have an adverse effect on our business, financial condition and results of operations. Negative publicity from litigation, whether or not resulting in a substantial cost, could materially damage our reputation and could have a material adverse effect on our business, financial condition, results of operations, and the price of our Class A common stock. In addition, such legal proceedings may make it more difficult to finance our operations.
 Risks Relating to Our Organizational Structure
 Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, has substantial control over us, including over decisions that require the approval of stockholders, and his interests, along with the interests of our other Continuing Equity Owners, in our business may conflict with yours.
 As discussed in Note 19 Stockholders' Equity to our consolidated financial statements included in Item 8 of Part II of this Form 10-K, we entered into a voting agreement in connection with our IPO with ML Acquisition Company, LLC, a Delaware limited liability company, which is indirectly owned by each of Stephen Adams and our Chairman and Chief Executive Officer, Marcus Lemonis ("ML Acquisition"), ML RV Group, LLC, a Delaware limited liability company, wholly owned by our Chairman and Chief Executive Officer, Marcus Lemonis ("ML RV Group"), CVRV Acquisition LLC and CVRV Acquisition II LLC (the "Voting Agreement"). Subject to the Voting Agreement, Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, may approve or disapprove substantially all transactions

 and other matters requiring approval by our stockholders, such as a merger, consolidation, dissolution or sale of all or substantially all of our assets, the issuance or redemption of certain additional equity interests, and the election of directors including transactions that may not be in the best interests of holders of our Class A common stock or, conversely, prevent the consummation of transactions that may be in the best interests of holders of our Class A common stock.
 In addition, pursuant to the Voting Agreement, Crestview Advisors, L.L.C., a registered investment adviser to private equity funds, including funds affiliated with Crestview Partners II GP, L.P. ("Crestview") currently has the right to designate one of our directors (the "Crestview Director"). Each of ML Acquisition and ML RV Group has agreed to vote, or cause to vote, all of their outstanding shares of our Class A common stock, Class B common stock and Class C common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the Crestview Director. In addition, the ML Related Parties also currently have the right to designate four of our directors (the "ML Acquisition Directors"). Moreover, ML RV Group has the right to designate one director for as long as it holds our one share of Class C common stock (the "ML RV Director"). As described in the Voting Agreement, these designation rights are subject to change based on the relevant parties' ownership of Class A common stock. Funds controlled by Crestview Partners II GP, L.P. have agreed to vote, or cause to vote, all of their outstanding shares of our Class A common stock and Class B common stock at any annual or special meeting of stockholders in which directors are elected, so as to cause the election of the ML Acquisition Directors and the ML RV Director. Additionally, pursuant to the Voting Agreement, we are required to take commercially reasonable action to cause (i) the Board of Directors to be comprised at least of nine directors absent an appropriate waiver or approval to increase or decrease the size of the Board (which the Company obtained to set the Board at eight directors); (ii) the individuals designated in accordance with the terms of the Voting Agreement to be included in the slate of nominees to be elected to the Board of Directors at the next annual or special meeting of stockholders of the Company at which directors are to be elected and at each annual meeting of stockholders of the Company thereafter at which a director's term expires; (iii) the individuals designated in accordance with the terms of the Voting Agreement to fill the applicable vacancies on the Board of Directors; and (iv) a ML Acquisition Director or the ML RV Director to be the chairperson of the Board of Directors (as defined in our amended and restated bylaws). The Voting Agreement allows for the Board of Directors to reject the nomination, appointment or election of a particular director if such nomination, appointment or election would constitute a breach of the Board of Directors' fiduciary duties to the Company's stockholders or does not otherwise comply with any requirements of our amended and restated certificate of incorporation or our amended and restated bylaws or the charter for, or related guidelines of, the Board of Directors' Nominating and Corporate Governance Committee.
 The Voting Agreement further provides that, for so long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 22.5% or more of our Class A common stock (assuming that all outstanding common units in CWGS, LLC are redeemed for newly-issued shares of our Class A common stock on a one-for-one basis), the approval of the ML Related Parties will be required for certain corporate actions. These actions include: (1) a change of control; (2) acquisitions or dispositions of assets above $100 million; (3) the issuance of securities of Camping World Holdings, Inc. or any of its subsidiaries (other than under equity incentive plans that have received the prior approval of our Board of Directors); (4) material amendments to our certificate of incorporation or bylaws; and (5) any change in the size of the Board of Directors. The Voting Agreement also provides that, for so long as the ML Related Parties, directly or indirectly, beneficially own, in the aggregate, 28% or more of our Class A common stock (assuming that all outstanding common units of CWGS, LLC are redeemed for newly-issued shares of our Class A common stock, on a one-for-one basis), the approval of the ML Related Parties, as applicable, will be required for the hiring and termination of our Chief Executive Officer; provided, however, that the approval of the ML Related Parties is only required at such time as Marcus Lemonis no longer serves as our Chief Executive Officer. These rights may prevent the consummation of transactions that may be in the best interests of holders of our Class A common stock.
 Our amended and restated certificate of incorporation provides that the doctrine of "corporate opportunity" does not apply with respect to any director or stockholder who is not employed by us or our affiliates.
 The doctrine of corporate opportunity generally provides that a corporate fiduciary may not develop an opportunity using corporate resources, acquire an interest adverse to that of the corporation or acquire property

 that is reasonably incident to the present or prospective business of the corporation or in which the corporation has a present or expectancy interest, unless that opportunity is first presented to the corporation and the corporation chooses not to pursue that opportunity. The doctrine of corporate opportunity is intended to preclude officers or directors or other fiduciaries from personally benefiting from opportunities that belong to the corporation. Our amended and restated certificate of incorporation provides that the doctrine of "corporate opportunity" does not apply with respect to any director or stockholder who is not employed by us or our affiliates. Any director or stockholder who is not employed by us or our affiliates therefore has no duty to communicate or present corporate opportunities to us, and has the right to either hold any corporate opportunity for their (and their affiliates') own account and benefit or to recommend, assign or otherwise transfer such corporate opportunity to persons other than us, including to any director or stockholder who is not employed by us or our affiliates.
 As a result, certain of our stockholders, directors and their respective affiliates are not prohibited from operating or investing in competing businesses. We therefore may find ourselves in competition with certain of our stockholders, directors or their respective affiliates, and we may not have knowledge of, or be able to pursue, transactions that could potentially be beneficial to us. Accordingly, we may lose a corporate opportunity or suffer competitive harm, which could negatively impact our business or prospects.
 We are a "controlled company" within the meaning of the NYSE listing requirements and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. Our stockholders do not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.
 Pursuant to the terms of the Voting Agreement, Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, and certain funds controlled by Crestview Partners II GP, L.P., in the aggregate, have more than 50% of the voting power for the election of directors, and, as a result, we are considered a "controlled company" for the purposes of the New York Stock Exchange (the "NYSE") listing requirements. As such, we qualify for, and rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our Board of Directors, an entirely independent Nominating and Corporate Governance Committee, an entirely independent Compensation Committee or to perform an annual performance evaluation of the Nominating and Corporate Governance and Compensation Committees.
 The corporate governance requirements and specifically the independence standards are intended to ensure that directors who are considered independent are free of any conflicting interest that could influence their actions as directors. We have utilized, and intend to continue to utilize, certain exemptions afforded to a "controlled company." As a result, we are not subject to certain corporate governance requirements, including that a majority of our Board of Directors consists of "independent directors," as defined under the rules of the NYSE. In addition, we are not required to have a Nominating and Corporate Governance Committee or Compensation Committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities or to conduct annual performance evaluations of the Nominating and Corporate Governance and Compensation Committees and currently we do not have an entirely independent Nominating and Corporate Governance Committee. Accordingly, our stockholders do not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.
 Our principal asset is our interest in CWGS, LLC, and accordingly, we depend on distributions from CWGS, LLC to pay dividends, taxes and expenses, including payments under the Tax Receivable Agreement. CWGS, LLC's ability to make such distributions may be subject to various limitations and restrictions.
 We are a holding company and had no material assets as of December 31, 2023, other than our ownership of 45,020,116 common units, representing a 52.9% economic interest in the business of CWGS, LLC, an affiliate loan receivable with CWGS Group, LLC of $30.0 million, and cash of $1.9 million. We have no independent means of generating revenue or cash flow, and our ability to pay dividends in the future, if any, will be dependent upon the financial results and cash flows of CWGS, LLC and its subsidiaries and distributions we receive from CWGS, LLC. There can be no assurance that our subsidiaries will generate

 sufficient cash flow to dividend or distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in our debt instruments, will permit such dividends or distributions.
 CWGS, LLC is treated as a partnership for U.S. federal income tax purposes and, as such, is not subject to any entity-level U.S. federal income tax. Instead, taxable income is allocated to holders of its common units, including us. As a result, we incur income taxes on our allocable share of any net taxable income of CWGS, LLC. Under the terms of the CWGS LLC Agreement, CWGS, LLC is obligated to make tax distributions to holders of its common units, including us, except to the extent such distributions would render CWGS, LLC insolvent or are otherwise prohibited by law or our Senior Secured Credit Facilities, our Floor Plan Facility or any of our future debt agreements. In addition to tax expenses, we will also incur expenses related to our operations, our interests in CWGS, LLC and related party agreements, including payment obligations under the Tax Receivable Agreement, and expenses and costs of being a public company, all of which could be significant. We intend, as its managing member, to cause CWGS, LLC to make distributions in an amount sufficient to allow us to pay our taxes and operating expenses, including any ordinary course payments due under the Tax Receivable Agreement. However, CWGS, LLC's ability to make such distributions may be subject to various limitations and restrictions including, but not limited to, restrictions on distributions that would either violate any contract or agreement to which CWGS, LLC is then a party, including debt agreements, or any applicable law, or that would have the effect of rendering CWGS, LLC insolvent. If CWGS, LLC does not have sufficient funds to pay tax distributions or other liabilities to fund our operations, we may have to borrow funds, which could materially adversely affect our liquidity and financial condition and subject us to various restrictions imposed by any such lenders. To the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, such payments will be deferred and will accrue interest until paid; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. If CWGS, LLC does not have sufficient funds to make distributions, our ability to declare and pay cash dividends may also be restricted or impaired. See "— Risks Relating to Ownership of Our Class A Common Stock."
 Our Tax Receivable Agreement with the Continuing Equity Owners and Crestview Partners II GP, L.P. requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and the amounts that we may be required to pay could be significant.
 In connection with our IPO, we entered into a Tax Receivable Agreement with CWGS, LLC, each of the Continuing Equity Owners and Crestview Partners II GP, L.P. which confers certain benefits upon the Continuing Equity Owners and Crestview Partners II GP, L.P. that do not benefit the holders of our Class A common stock to the same extent as it benefits such Continuing Equity Owners and Crestview Partners II GP, L.P. Pursuant to the Tax Receivable Agreement, we are required to make cash payments to the Continuing Equity Owners and Crestview Partners II GP, L.P. equal to 85% of the tax benefits, if any, that we actually realize, or in some circumstances are deemed to realize as a result of (i) increases in tax basis resulting from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of the IPO and the related corporate reorganization transactions and any future redemptions that are funded by Camping World Holdings, Inc. or redemption of common units and (ii) certain other tax benefits attributable to payments under the Tax Receivable Agreement.
 The payment obligation is an obligation of us and not of CWGS, LLC. The amount of the cash payments that we may be required to make under the Tax Receivable Agreement could be significant. Payments under the Tax Receivable Agreement will be based on the tax reporting positions that we determine, which tax reporting positions are subject to challenge by taxing authorities. Any payments made by us to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce the amount of overall cash flow that might have otherwise been available to us. To the extent that we are unable to make timely payments under the Tax Receivable Agreement for any reason, the unpaid amounts will be deferred and will accrue interest until paid by us. Nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. Furthermore, our future obligation to make payments under the Tax Receivable Agreement could make us a less attractive target for an acquisition, particularly in the case of an acquirer that cannot use some or all of the tax benefits that may be deemed realized under the Tax Receivable

 Agreement. The payments under the Tax Receivable Agreement are also not conditioned upon the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC.
 Additional liabilities under the Tax Receivable Agreement may be required to be recorded when CWGS, LLC units are redeemed in the future. Such amounts of cash payments that the Company may be required to make under the Tax Receivable Agreement for such future redemptions could be significant. The amount of liabilities to be recorded in the future for such redemptions is dependent on a variety of factors including future stock prices, tax rates in effect, and the Company's ability to utilize the tax benefits created as a result of the futures of CWGS, LLC units. The significance of these factors and related uncertainty associated with the related liabilities makes estimation of future potential amounts under the Tax Receivable Agreement impractical to determine.
 The amounts that we may be required to pay to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement may be accelerated in certain circumstances and may also significantly exceed the actual tax benefits that we ultimately realize.
 The Tax Receivable Agreement provides that if certain mergers, asset sales, other forms of business combination, or other changes of control were to occur, if we materially breach any of our material obligations under the Tax Receivable Agreement or if, at any time, we elect an early termination of the Tax Receivable Agreement, then the Tax Receivable Agreement will terminate and our obligations, or our successor's obligations, to make payments under the Tax Receivable Agreement would accelerate and become immediately due and payable. The amount due and payable in those circumstances is determined based on certain assumptions, including an assumption that we would have sufficient taxable income to fully utilize all potential future tax benefits that are subject to the Tax Receivable Agreement. We may need to incur debt to finance payments under the Tax Receivable Agreement to the extent our cash resources are insufficient to meet our obligations under the Tax Receivable Agreement as a result of timing discrepancies or otherwise.
 As a result of the foregoing, (i) we could be required to make cash payments to the Continuing Equity Owners and Crestview Partners II GP, L.P. that are greater than the specified percentage of the actual benefits we ultimately realize in respect of the tax benefits that are subject to the Tax Receivable Agreement and (ii) we would be required to make an immediate cash payment equal to the present value of the anticipated future tax benefits that are the subject of the Tax Receivable Agreement, which payment may be made significantly in advance of the actual realization, if any, of such future tax benefits. In these situations, our obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combination, or other changes of control. There can be no assurance that we will be able to finance our obligations under the Tax Receivable Agreement.
 We will not be reimbursed for any payments made to the Continuing Equity Owners and Crestview Partners II GP, L.P. under the Tax Receivable Agreement in the event that any tax benefits are disallowed.
 We will not be reimbursed for any cash payments previously made to the Continuing Equity Owners and Crestview Partners II GP, L.P. pursuant to the Tax Receivable Agreement if any tax benefits initially claimed by us are subsequently challenged by a taxing authority and are ultimately disallowed. Instead, any excess cash payments made by us to a Continuing Equity Owner or Crestview Partners II GP, L.P. will be netted against any future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement. However, a challenge to any tax benefits initially claimed by us may not arise for a number of years following the initial time of such payment or, even if challenged early, such excess cash payment may be greater than the amount of future cash payments that we might otherwise be required to make under the terms of the Tax Receivable Agreement and, as a result, there might not be future cash payments from which to net against. The applicable U.S. federal income tax rules are complex and factual in nature, and there can be no assurance that the IRS or a court will not disagree with our tax reporting positions. As a result, it is possible that we could make cash payments under the Tax Receivable Agreement that are substantially greater than our actual cash tax savings.

 Our organizational structure may cause us to be subject to IRS audit, which may result in the assessment of interest and penalties.
 We consolidate CWGS, LLC, which, as a limited liability company, is not subject to U.S. federal income taxes. Rather, the partnership's taxable income flows through to the owners, who are responsible for paying the applicable income taxes on the income allocated to them. For tax years beginning on or after January 1, 2018, the Company is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the "Centralized Partnership Audit Regime"). Under the Centralized Partnership Audit Regime, any IRS audit of CWGS, LLC would be conducted at the CWGS, LLC level, and if the IRS determines an adjustment is necessary, the default rule is that CWGS, LLC would pay an "imputed underpayment" including interest and penalties, if applicable. CWGS, LLC may instead elect to make a "push-out" election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal income tax returns.
 Our operating agreement stipulates that CWGS, LLC is indemnified by members for any payment made to relevant taxing authorities under the Centralized Partnership Audit Regime. It is intended that any payment CWGS, LLC makes on behalf of its current members will be reflected as a distribution, rather than tax expense, at the time that such distribution is declared.
 Risks Relating to Ownership of Our Class A Common Stock
 The Continuing Equity Owners (through common units) own interests in CWGS, LLC, and the Continuing Equity Owners have the right to redeem their interests in CWGS, LLC pursuant to the terms of the CWGS LLC Agreement for newly-issued shares of Class A common stock or cash.
 At December 31, 2023, we had an aggregate of 202,428,913 shares of Class A common stock authorized but unissued, including 40,044,536 shares of Class A common stock issuable, at our election, upon redemption of CWGS, LLC common units held by the Continuing Equity Owners. In connection with our IPO, CWGS, LLC entered into the CWGS LLC Agreement, and subject to certain restrictions set forth therein, the Continuing Equity Owners are entitled to have their common units redeemed from time to time at each of their options for, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), newly-issued shares of our Class A common stock on a one-for-one basis or a cash payment equal to a volume weighted average market price of one share of Class A common stock for each common unit redeemed, in each case in accordance with the terms of the CWGS LLC Agreement; provided that, at our election (determined solely by our independent directors (within the meaning of the rules of the NYSE) who are disinterested), we may effect a direct exchange of such Class A common stock or such cash, as applicable, for such common units. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. In connection with our IPO, we also entered into a Registration Rights Agreement pursuant to which the shares of Class A common stock issued upon such redemption and the shares of Class A common stock issued to the Former Equity Owners in connection with the corporate reorganization transactions entered into in connection therewith will be eligible for resale, subject to certain limitations set forth therein. The market price of shares of our Class A common stock could decline as a result of these redemptions or sales, or as a result of the perception that they could occur.
 You may be diluted by future issuances of additional Class A common stock or common units in connection with our incentive plans, acquisitions or otherwise; future sales of such shares in the public market, or the expectations that such sales may occur, could lower our stock price.
 Our amended and restated certificate of incorporation authorizes us to issue shares of our Class A common stock and options, rights, warrants and appreciation rights relating to our Class A common stock for the consideration and on the terms and conditions established by our Board of Directors in its sole discretion, whether in connection with acquisitions or otherwise.
 We have reserved shares for issuance under our 2016 Incentive Award Plan (the "2016 Plan") in an amount equal to 9,216,232 shares of Class A common stock as of December 31, 2023, including shares of Class A common stock issuable pursuant to 192,507 stock options and 1,874,558 restricted stock units that were granted to certain of our directors and certain of our employees. Any Class A common stock that we issue,

 including under our 2016 Plan or other equity incentive plans that we may adopt in the future, would dilute the percentage ownership of holders of our Class A common stock.
 In the future, we may also issue additional securities if we need to raise capital, including, but not limited to, in connection with acquisitions, which could constitute a material portion of our then-outstanding shares of Class A common stock.
 Our ability to pay dividends on our Class A common stock is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions.
 We have paid a regular cash dividend using distributions from CWGS, LLC, including all or a portion of the Excess Tax Distribution (as defined under "Dividend Policy" included in Part II, Item 5 of this Form 10-K), to the holders of our Class A common stock from time to time, subject to the discretion of our Board of Directors. However, the payment of future dividends on our Class A common stock will be subject to our discretion as the sole managing member of CWGS, LLC, the discretion of our Board of Directors and will depend on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, business prospects and other factors that our Board of Directors may deem relevant. Additionally, our ability to distribute any Excess Tax Distribution will also be subject to no early termination or amendment of the Tax Receivable Agreement, as well as the amount of tax distributions actually paid to us and our actual tax liability, which will be affected by the conversion of certain subsidiaries, including Camping World, Inc., to limited liability companies (see Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). As a consequence of these limitations and restrictions, we may not be able to make, or may have to reduce or eliminate, the payment of dividends on our Class A common stock. Additionally, any change in the level of our dividends or the suspension of the payment thereof could adversely affect the market price of our Class A common stock. For additional information on our payments of dividends, see "Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities—Dividend Policy" under Part II of this Form 10-K.
 Delaware law and certain provisions in our amended and restated certificate of incorporation may prevent efforts by our stockholders to change the direction or management of our company.
 We are a Delaware corporation, and the anti-takeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In addition, our amended and restated certificate of incorporation and our amended and restated bylaws contain provisions that may make the acquisition of our Company more difficult without the approval of our Board of Directors, including, but not limited to, the following:

 our Board of Directors is classified into three classes, each of which serves for a staggered three-year term;

 a majority of our stockholders or a majority of our Board of Directors may call special meetings of our stockholders, and until such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, only the chairperson of our Board of Directors or a majority of our Board of Directors may call special meetings of our stockholders;

 we have authorized undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;

 any action required or permitted to be taken by our stockholders at an annual meeting or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if a written consent is signed by the holders of our outstanding shares of common stock representing not less than the minimum number of votes that would be necessary to authorize such action at a meeting at which all outstanding shares of common stock entitled to vote thereon, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, any action required or permitted to be taken

 by our stockholders at an annual meeting or special meeting of stockholders may not be taken by written consent in lieu of a meeting;

 our amended and restated certificate of incorporation may be amended or repealed by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors and our amended and restated bylaws may be amended or repealed by a majority vote of our Board of Directors or by the affirmative vote of a majority of the votes which all our stockholders would be eligible to cast in an election of directors, and at such time as the ML Related Parties, directly or indirectly, beneficially own in the aggregate, less than 27.5% of all of the outstanding common units of CWGS, LLC, our amended and restated certificate of incorporation and our amended and restated bylaws may be amended or repealed by the affirmative vote of the holders of at least 66 2 / 3 % of the votes which all our stockholders would be entitled to cast in any annual election of directors and our amended and restated bylaws may also be amended or repealed by a majority vote of our Board of Directors;

 we require advance notice for stockholder proposals and nominations; and

 we have opted out of Section 203 of the Delaware General Corporation Law of the State of Delaware (the "DGCL"), however, our amended and restated certificate of incorporation contains provisions that are similar to Section 203 of the DGCL (except with respect to ML Acquisition and Crestview and any of their respective affiliates and any of their respective direct or indirect transferees of Class B common stock).

 These provisions could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and cause us to take other corporate actions you desire, including actions that you may deem advantageous, or negatively affect the trading price of our Class A common stock. In addition, because our Board of Directors is responsible for appointing the members of our management team, these provisions could in turn affect any attempt by our stockholders to replace current members of our management team.
 Please see "— Risks Relating to Our Organizational Structure — Marcus Lemonis, through his beneficial ownership of our shares directly or indirectly held by ML Acquisition and ML RV Group, has substantial control over us, including over decisions that require the approval of stockholders, and his interests, along with the interests of our other Continuing Equity Owners, in our business may conflict with yours."
 Our amended and restated certificate of incorporation provides, subject to certain exceptions, that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, and our amended and restated bylaws designate the federal district courts of the United States as the exclusive forum for actions arising under the Securities Act of 1933, as amended, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
 Our amended and restated certificate of incorporation provides, subject to limited exceptions, that the Court of Chancery of the State of Delaware will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers or other employees to us or our stockholders; (iii) any action asserting a claim against us, any director or our officers or employees arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws; or (iv) any action asserting a claim against us, any director or our officers or employees that is governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock are deemed to have notice of and to have consented to the provisions of our amended and restated certificate of incorporation described above. In addition, our amended and restated bylaws provide that the federal district courts of the United States are the exclusive forum for any complaint raising a cause of action arising under the Securities Act of 1933, as amended. These choice of forum provisions may limit a stockholder's ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders which may discourage lawsuits with respect to such claims.

 Alternatively, if a court were to find the choice of forum provisions in our amended and restated certificate of incorporation or our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations.
 We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our Class A common stock, which could depress the price of our Class A common stock.
 Our amended and restated certificate of incorporation authorizes us to issue one or more series of preferred stock. Our Board of Directors will have the authority to determine the preferences, limitations and relative rights of the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our Class A common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our Class A common stock at a premium to the market price, and materially and adversely affect the market price and the voting and other rights of the holders of our Class A common stock.
 Material weaknesses in our internal control over financial reporting could have a significant adverse effect on our business and the price of our common stock.
 In the past we have identified material weakness in our internal control over financial reporting. In future periods, if additional material weaknesses in our internal control over financial reporting are identified, we may be required to restate our financial statements and could be subject to regulatory scrutiny, a loss of public and investor confidence, and to litigation from investors and stockholders, which could have a material adverse effect on our business and the price of our Class A common stock.
 In addition, if we do not maintain adequate financial and management personnel, processes and controls, we may not be able to manage our business effectively or accurately report our financial performance on a timely basis, which could cause a decline in our common stock price and adversely affect our results of operations and financial condition. Failure to comply with the Sarbanes-Oxley Act could potentially subject us to sanctions or investigations by the SEC, the NYSE or other regulatory authorities, which would require additional financial and management resources.
 General Risk Factors
 Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our operating results and financial condition.
 We are subject to income taxes in the United States, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

 changes in the valuation of our deferred tax assets and liabilities;

 expected timing and amount of the release of any tax valuation allowances;

 tax effects of equity-based compensation;

 costs related to intercompany restructurings; or

 changes in tax laws, regulations or interpretations thereof.

 In addition, we may be subject to audits of our income, sales and other transaction taxes by U.S. federal and state authorities. We are currently under California state audit (see Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). Outcomes from these audits could have an adverse effect on our operating results and financial condition.

 Our Class A common stock price may be volatile or may decline regardless of our operating performance.
 Volatility in the market price of our Class A common stock may prevent you from being able to sell your shares at or above the price you paid for such shares. Many factors, which are outside our control, may cause the market price of our Class A common stock to fluctuate significantly, including those described elsewhere in this "Risk Factors" section and this Form 10-K, as well as the following:

 our operating and financial performance and prospects;

 our quarterly or annual earnings or those of other companies in our industry compared to market expectations;

 conditions that impact demand for our services;

 future announcements concerning our business or our competitors' businesses;

 the public's reaction to our press releases, other public announcements and filings with the SEC;

 the size of our public float;

 coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

 market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

 strategic actions by us or our competitors, such as acquisitions or restructurings;

 changes in laws or regulations which adversely affect our industry or us;

 changes in accounting standards, policies, guidance, interpretations or principles;

 changes in senior management or key personnel;

 issuances, exchanges or sales, or expected issuances, exchanges or sales of our capital stock;

 changes in our dividend policy;

 adverse resolution of new or pending litigation against us; and

 changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

 If securities analysts do not publish research or reports about our company, or if they issue unfavorable commentary about us or our industry or downgrade our Class A common stock, the price of our Class A common stock could decline.
 The trading market for our Class A common stock depends in part on the research and reports that third-party securities analysts publish about our company and our industry. If one or more analysts cease coverage of our company, we could lose visibility in the market. In addition, one or more of these analysts could downgrade our Class A common stock or issue other negative commentary about our company or our industry. As a result of one or more of these factors, the trading price of our Class A common stock could decline.

 ITEM 1B. UNRESOLVED STAFF COMMENTS
 None.

 ITEM 1C. CYBERSECURITY
 Cybersecurity Risk Management and Strategy
 We have developed and implemented a cybersecurity risk management program intended to protect the confidentiality, integrity, and availability of our critical systems and information. Our cybersecurity risk management program includes a cybersecurity incident response plan.
 We design and assess our program based on the National Institute of Standards and Technology Cybersecurity Framework ("NIST CSF"). This does not imply that we meet any particular technical standards, specifications, or requirements, only that we use the NIST CSF as a guide to help us identify, assess, and manage cybersecurity risks relevant to our business.
 Our cybersecurity risk management program is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other legal, compliance, operational, and financial risk areas.

 Our cybersecurity risk management program includes:

 risk assessments designed to help identify material cybersecurity risks to our critical systems, information, products, services, and our broader enterprise IT environment;

 a security team principally responsible for managing (1) our cybersecurity risk assessment processes, (2) our security controls, (3) our cybersecurity operations center and third party service providers responsible for monitoring and measuring threats, and (4) our response to cybersecurity incidents;

 the use of external service providers, where appropriate, to assess, test or otherwise assist with aspects of our security controls;

 regular testing of our critical systems to identify and address potential vulnerabilities;

 cybersecurity awareness training of our employees, incident response personnel, and senior management;

 a cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

 a third party risk management process for certain service providers, suppliers, and vendors.

 There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our systems and information.
 We regularly experience cyberattacks and other incidents, and will continue to experience varying degrees of attacks and incidents in the future. To date, we have not identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition, however we cannot guarantee that material incidents will not occur in the future.

 Cybersecurity Governance
 Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee ("Committee") oversight of cybersecurity and other information technology risks. The Committee oversees management's implementation of our cybersecurity risk management program.
 The Committee receives briefings from our Chief Information Security Officer ("CISO") on our cybersecurity risks no less than annually. In addition, management updates the Committee in addition to the full Board, as necessary, regarding any material cybersecurity incidents, as well as any incidents with lesser impact potential.
 The Company's information security team, led by our CISO, is responsible for leading enterprise-wide cybersecurity strategy, policy, standards, architecture, and processes. The CISO reports to the Chief Administrative and Legal Officer, who, together with other members of our management team, including the Chief Financial Officer, Chief Operating Officer, and Chief Accounting Officer are responsible for assessing and managing our material risks from cybersecurity threats based on regular reports from the CISO and Chief Information Officer. The CISO together with the Chief Information Officer regularly report on the status of projects to strengthen the security of our information technology systems and efforts regarding the prevention, detection, mitigation, and remediation of cybersecurity events. Reports may include briefings that have been informed by internal security personnel, threat intelligence and other information obtained from governmental, public, or private sources in addition to alerts and reports produced by security tools deployed in the IT environment.
 Our CISO has 25 years of experience in industries including government, retail, and manufacturing, and industry certifications including CISSP and GIAC. Our CISO also has experience in forensic investigations, strategic risk management, and security program development. The information security team has an average of 15 years of prior work experience in roles including incident response, forensics, vulnerability management network security administration, fraud prevention, and other governance, risk, and compliance areas. The team maintains subject matter expert level knowledge in cybersecurity frameworks and governance organizations such as NIST, ISO 27001, and PCI along with industry certifications commensurate with their roles.

 ITEM 2. PROPERTIES
 We typically lease the real properties where we have operations. Our real property leases generally provide for fixed monthly rentals with annual escalation clauses. The table below sets forth certain information concerning our offices and distribution centers as of December 31, 2023, and the lease expiration dates include all stated option periods.

 Square Feet

 Acres

 Lease Expiration (1)

 Owned

 Office Facilities:

 Lincolnshire, Illinois (Corporate headquarters and RV and Outdoor Retail headquarters) (2)

 33,090

 2024

 Englewood, Colorado (Good Sam Services and Plans operations, customer contact and service center and information system functions)

 59,704

 2054

 Bowling Green, Kentucky (RV and Outdoor Retail administrative and information systems functions)

 33,947

 2054

 Oxnard, California (Good Sam Services and Plans publishing and administrative)

 10,254

 2025

 Lakeville, Minnesota (RV and Outdoor Retail administrative and information systems functions)

 11,961

 2047

 Chicago, Illinois (Administrative and information systems functions)

 15,976

 2039

 Elkhart, Indiana (RV furniture distributor corporate headquarters)

 11,333

 X

 Retail Distribution Centers:

 Lebec, CA

 389,160

 32.9

 2026

 Lebanon, Indiana

 707,952

 32.3

 2040

 Elkhart, Indiana (County Road) (3)

 256,652

 14.3

 X

 Elkhart, Indiana (Chelsea) (3)

 115,991

 11.4

 2029

 (1)
 Assumes exercise of applicable lease renewal options.

 (2)
 The Company transitioned the corporate headquarters and RV and Outdoor Retail headquarters during the first quarter of 2024 to a new Lincolnshire, IL office building. The new location, purchased in October 2022, consists of 42,845 square feet and is located on 3.45 acres.

 (3)
 These separate properties in Elkhart, Indiana function together as the distribution center for the RV furniture products within the RV and Outdoor Retail segment.

 As of December 31, 2023, we had 202 store locations in 43 states of which we lease 159 locations. These locations generally range in size from approximately 20,000 to 80,000 square feet and are typically situated on approximately 8 to 50 acres. The leases for our store locations typically have terms of 15 to 20 years, with multiple renewal terms of five years each. These leases are typically "triple net leases" that require us to pay real estate taxes, insurance and maintenance costs.

 ITEM 3. LEGAL PROCEEDINGS
 For information regarding legal proceedings, refer to Note 14 – Commitments and Contingencies – Litigation of our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
 We are also engaged in various other legal actions, claims and proceedings arising in the ordinary course of business, including claims related to employment-related matters, breach of contracts, products liabilities, consumer protection and intellectual property matters resulting from our business activities. We do not believe that the ultimate resolution of such matters will have a material adverse effect on our business, financial condition or results of operations. However, litigation is subject to many uncertainties, and the outcome of certain of such individual litigated matters may not be reasonably predictable and any related damages may not be estimable. Certain of these litigation matters could result in an adverse outcome to us, and any such adverse outcome could have a material adverse effect on our business, financial condition and results of operations.

 ITEM 4. MINE SAFETY DISCLOSURES
 Not applicable.
 Information About Our Executive Officers and Directors
 The following table provides information regarding the Company's executive officers and directors (ages are as of February 26, 2024):

 Name

 Age

 Position(s)

 Marcus A. Lemonis

 Chairman and Chief Executive Officer

 Brent L. Moody

 President and Director

 Karin L. Bell

 Chief Financial Officer

 Matthew D. Wagner

 Chief Operating Officer

 Lindsey J. Christen

 Chief Administrative and Legal Officer and Secretary

 Thomas E. Kirn

 Chief Accounting Officer

 Andris A. Baltins

 Brian P. Cassidy

 Mary J. George

 Michael W. Malone

 K. Dillon Schickli

 Set forth below is a description of the background of each of the Company's executive officers and directors.
 Marcus A. Lemonis has served as Camping World Holdings, Inc.'s Chairman and Chief Executive Officer and on the Board of Directors of Camping World Holdings, Inc. since March 2016, as the President and Chief Executive Officer and on the Board of Directors of CWGS, LLC since February 2011, as the Chief Executive Officer and on the Board of Directors of Good Sam Enterprises, LLC since January 2011, as President and Chief Executive Officer and on the Board of Directors of Camping World, Inc. since September 2006 and as the President and Chief Executive Officer and on the Board of Directors of FreedomRoads, LLC since May 1, 2003. Mr. Lemonis received a B.A. from Marquette University. Mr. Lemonis' extensive experience in retail, RV and automotive, business operations and entrepreneurial ventures makes him well qualified to serve on our Board of Directors.

 Brent L. Moody has served as President of Camping World Holdings, Inc. and President of CWGS Enterprises, LLC since September 2018, and on the Board of Directors of Camping World Holdings, Inc. since May 2018. Mr. Moody previously served as Camping World Holdings, Inc.'s Chief Operating and Legal Officer from March 2016 to September 2018, as the Chief Operating and Legal Officer of CWGS, LLC and its subsidiaries since January 2016, as the Executive Vice President and Chief Administrative and Legal Officer of CWGS, LLC from February 2011 to December 31, 2015, as the Executive Vice President and Chief Administrative and Legal Officer of Good Sam Enterprises, LLC from January 2011 to December 2015, as the Executive Vice President and Chief Administrative and Legal Officer of FreedomRoads, LLC and Camping World, Inc. from 2010 until December 2015, as Executive Vice President/General Counsel and Business Development of Camping World, Inc. and FreedomRoads, LLC from 2006 to 2010, as Senior Vice President/General Counsel and Business Development of Camping World, Inc. and Good Sam Enterprises, LLC from 2004 to 2006 and as Vice President and General Counsel of Camping World, Inc. from 2002 to 2004. From 1998 to 2002, Mr. Moody was a shareholder of the law firm of Greenberg Traurig, P.A. From 1996 to 1998, Mr. Moody served as vice president and assistant general counsel for Blockbuster, Inc. Mr. Moody received a J.D. from Nova Southeastern University, Shepard Broad Law Center and a B.S. from Western Kentucky University. Mr. Moody's extensive legal experience, his experience in various areas of complex business transactions and mergers and acquisitions, and his extensive knowledge of the Company's operations make him well qualified to serve on our Board of Directors.
 Karin L. Bell has served as the Camping World Holdings, Inc. Chief Financial Officer since July 2020. Ms. Bell's career with the Company started in May 2003 as the Chief Accounting Officer and Secretary/Treasurer for FreedomRoads, LLC ("FreedomRoads"), an indirect subsidiary of the Company, and Ms. Bell became FreedomRoad's Chief Financial Officer and Secretary/Treasurer in December 2018. Prior to her current role, Ms. Bell served as the Company's Chief Accounting Officer from September 2019 to June 2020. Ms. Bell was one of the first employees of FreedomRoads along with the Company's CEO and Chairman, Marcus Lemonis. Prior to joining FreedomRoads, Ms. Bell was the Senior Vice President and Treasurer of First Security Holding LP, a niche market commercial mortgage conduit lender that also provided investor reporting services for the structured finance industry, from 1992 to 1998. Ms. Bell has also held positions with Laventhol & Horwath and Altschuler, Melvoin & Glasser, both public accounting firms, from 1982 through 1992. Ms. Bell received a B.S. in Accountancy from the University of Illinois in Champaign-Urbana in 1982.
 Matthew D. Wagner has served as Camping World Holdings, Inc.'s Chief Operating Officer since January 2023. Mr. Wagner previously served as Executive Vice President from August 2019 to December 2022, Senior Vice President, Sales, Marketing, and Corporate Development, from December 2018 to August 2019, and the Vice President of Inventory Operations for FreedomRoads, LLC from May 2016 to December 2018. Mr. Wagner joined the Company in 2007 as an inventory analyst. Mr. Wagner received a B.S. degree in Finance and Operations and Supply Chain from Marquette University.
 Lindsey J. Christen has served as Chief Administrative and Legal Officer of Camping World Holdings, Inc. and its subsidiaries since July 2023. Ms. Christen previously served as Executive Vice President of Camping World Holdings, Inc. and its subsidiaries from February 2022 until July 2023 and General Counsel and Secretary of Camping World Holdings, Inc. and CWGS, LLC and its subsidiaries since June 2020. Ms. Christen previously served as Senior Vice President of CWGS, LLC and its subsidiaries from June 2020 to February 2022, as Assistant General Counsel of Good Sam Enterprises, LLC, Camping World, Inc. and FreedomRoads, LLC from 2011 until June 2020, and Corporate Counsel of Camping World, Inc. and FreedomRoads, LLC from 2008 to 2011. Ms. Christen received a J.D. from Brooklyn Law School in 2007 and a B.A. from Villanova University.
 Thomas E. Kirn has served as the Company's Chief Accounting Officer since September 2020. Mr. Kirn joined the Company in September 2019 as the Chief Financial Officer for FreedomRoads, LLC ("FreedomRoads"), an indirect subsidiary of the Company. Prior to joining FreedomRoads, Mr. Kirn held various roles at Ernst & Young, LLP from 2009 to 2019. Mr. Kirn holds a B.A. in Accounting and a B.A. in Hispanic Studies from Illinois Wesleyan University.

 Andris A. Baltins has served on the Board of Directors of Camping World Holdings, Inc. since March 2016, on the Board of Directors of CWGS, LLC since February 2011 and on the Board of Directors of Good Sam Enterprises, LLC since February 2006. He has been a member of the law firm of Kaplan, Strangis and Kaplan, P.A. since 1979. Mr. Baltins serves as a director of various private and nonprofit corporations, including Adams Outdoor Advertising, Inc. Mr. Baltins previously served as a director of Polaris Industries, Inc. from 1995 until 2011. Mr. Baltins received a J.D. from the University of Minnesota Law School and a B.A. from Yale University. Mr. Baltins' over 40-year legal career as an advisor to numerous public and private companies and his experience in the areas of complex business transactions, mergers and acquisitions and corporate law make him well qualified to serve on our Board of Directors.
 Brian P. Cassidy has served on the Board of Directors of Camping World Holdings, Inc. since March 2016 and on the Board of Directors of CWGS, LLC since March 2011. Mr. Cassidy is the president and a partner at Crestview, which he joined in 2004, and currently serves as head of Crestview's media and communications strategy. Mr. Cassidy currently serves as a director of WideOpenWest, Inc., since December 2015, and Viad Corp., since August 2020, and has served as a director of various private companies, including Hornblower Holdings since April 2018, Congruex LLC since November 2017, FC3 since November 2020, Digicomm since August 2020 and is chairman of TenCate Grass since September 2021. Mr. Cassidy previously served as a director of Cumulus Media, Inc., a public company, from May 2014 until March 2017, and served as a director of various private companies, including Industrial Media from October 2016 to February 2022, ICM Partners from December 2019 to June 2022, NEP Group, Inc. from December 2012 to October 2018, Interoute Communications Holdings from April 2015 until May 2018, OneLink Communications from May 2007 until November 2012 and ValueOptions, Inc. from December 2007 until December 2014. He was also involved with Crestview's investments in Charter Communications, Inc. and Insight Communications, Inc. Prior to joining Crestview, Mr. Cassidy worked in private equity at Boston Ventures, where he invested in companies in the media and communications, entertainment and business services industries. Previously, he worked as the acting chief financial officer of one of Boston Ventures' portfolio companies. Prior to that time, Mr. Cassidy was an investment banking analyst at Alex. Brown & Sons, where he completed a range of financing and mergers and acquisitions assignments for companies in the consumer and business services sectors. Mr. Cassidy received an M.B.A. from the Stanford Graduate School of Business and an A.B. in Physics from Harvard College. Mr. Cassidy's private equity investment and company oversight experience and background with respect to acquisitions, debt financings and equity financings make him well qualified to serve on our Board of Directors.
 Mary J. George has served on the Board of Directors of Camping World Holdings, Inc. since January 2017. She has also served on the board of ASP Conair Holdings LP, owner of Conair Corporation, a private U.S.- based company that sells small appliances, personal care, and health and beauty products, since January 2022. She has also served on the board of Hyduro, Inc., a private company and developer of a mobile connected smart water bottle cap, designed to optimize personal hydration by providing timely feedback, since March 2022. Ms. George also served as executive chairman of Ju-Ju-Be, a private company and retailer of premium diaper bags and other baby products from January 2018 to September 2022. Ms. George has been a founding partner of Morningstar Capital Investments, LLC, an investment firm, since 2001. Ms. George served as chief executive officer and a director at Easton Hockey Holdings Inc., a private manufacturer of ice hockey equipment, from August 2014 to December 2016. From 2002 to 2015, Ms. George held various positions, including co-chairman (2002 to 2009) and vice chairman (2009 to 2015), at Bell Automotive Products, Inc., a private manufacturer of automotive accessories. From 1994 to 2004, Ms. George held various positions, including chief operating officer (1995 to 1998), chief executive officer (1998 to 2000), and chairman (2000 to 2004), at Bell Sports Inc., a formerly public helmet manufacturer. Ms. George also currently serves or previously served as a director of various public and private companies, including Image Entertainment, Inc., a formerly public independent distributor of home entertainment programming, from 2010 to 2012, Oakley, Inc., a public sports equipment and lifestyle accessories manufacturer, from 2004 to 2007, BRG Sports Inc. since 2013, 3 Day Blinds Inc. from 2007 to 2015, and Oreck Corporation from 2008 to 2012. Ms. George's experience in sales, marketing and general management in the consumer products industry, as well as success in the development of internationally renowned branded products, provides our Board of Directors with greater insight in the areas of product branding and strategic growth in the consumer products industry, and make her well-qualified to serve on our Board of Directors.

 Michael W. Malone has served on the Board of Directors of Camping World Holdings, Inc. since May 2019. Mr. Malone was Vice President, Finance and Chief Financial Officer of Polaris Industries Inc. ("Polaris"), a manufacturer of power sports vehicles, from January 1997 to July 2015 and retired from Polaris in March 2016. From January 1997 to January 2010, Mr. Malone also served as Corporate Secretary. Mr. Malone was Vice President and Treasurer of Polaris from December 1994 to January 1997 and was Chief Financial Officer and Treasurer of a predecessor company of Polaris from January 1993 to December 1994. Mr. Malone joined Polaris in 1984 after four years with Arthur Andersen LLP. Mr. Malone has served on the board and on the Audit (chair), Finance and Nominating and Governance Committees of Armstrong Flooring, Inc., formerly a public company, since October 2016 as well as the boards of various nonprofit organizations. Mr. Malone has served on the board of Don Stevens, LLC, a private company, since May 2021. Mr. Malone previously served on the board of Stevens Equipment Supply LLC, a private company, from May 2011 until October 2020. Mr. Malone received a B.A. in accounting and business administration from St. John's University (Collegeville, Minnesota). Mr. Malone's experiences as the former Chief Financial Officer of a public company, his public company board experience, and his in-depth knowledge of the outdoor lifestyle industry make him well qualified to serve on our Board of Directors.
 K. Dillon Schickli has served on the Board of Directors of Camping World Holdings, Inc. since March 2016 and on the Board of Directors of CWGS, LLC since August 2011. Mr. Schickli previously served on the Board of Directors of CWGS, LLC from 1990 until 1995 and was chief operating officer of Affinity Group, Inc., the predecessor of Good Sam Enterprises, LLC, from 1993 until 1995. Previously, Mr. Schickli was a co-investor with Crestview in DS Waters Group, Inc. ("DS Waters") and served as vice chairman of its Board of Directors until it was sold to Cott Corporation in December 2014. Prior to that time, Mr. Schickli was the chief executive officer of DS Waters from June 2010 until February 2013 and subsequently led the buyout of the business by Crestview. Mr. Schickli also previously led the buyout of DS Waters from Danone Group & Suntory Ltd. in November 2005 and was also a co investor in DS Waters with Kelso & Company. Mr. Schickli served as co-chief executive officer and chief financial officer of DS Waters from November 2005 until June 2010, when he became the sole chief executive officer. Mr. Schickli started his business career in the capital planning and acquisitions group of the Pepsi Cola Company after he received his M.B.A. from the University of Chicago. Mr. Schickli received a B.A. from Carleton College in 1975. Mr. Schickli's long association with, and knowledge of, the Company, extensive experience serving as a director of other businesses, operating experience as a chief executive officer and chief financial officer and his experience as a private equity investor with respect to acquisitions, debt financings, equity and financings make him well qualified to serve on our Board of Directors.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
 Market Information
 Our Class A common stock is traded on the New York Stock Exchange under the symbol "CWH." There is no public trading market for our Class B common stock and Class C common stock.
 Holders of Record
 As of February 9, 2024, there were nine and 59,170 stockholders of record and beneficial holders, respectively, of our Class A common stock. As of February 9, 2024, there were two and one stockholders of record of our Class B common stock and Class C common stock, respectively.
 Dividend Policy
 On August 1, 2023, our Board of Directors approved a decrease of the regular quarterly cash dividend on our Class A common stock to $0.125 per share from $0.625 per share, which is funded with all or a portion of the Excess Tax Distribution (as defined below). On February 18, 2022, our Board of Directors had approved an increase of the regular quarterly cash dividend on our Class A common stock to $0.625 per share from $0.50

 per share, which was funded with a $0.15 per common unit cash distribution from CWGS, LLC and the remainder was funded with all or a portion of the Excess Tax Distribution (as defined below). Prior to February 18, 2022, our quarterly cash dividend on our Class A common stock was raised in several incremental steps from our first cash dividend of $0.08 per share on December 20, 2016. Also, prior to 2021, the portion of our cash dividend relating to all or a portion of the Excess Tax Distribution was referred to as a special dividend. CWGS, LLC is required to make cash distributions in accordance with the CWGS LLC Agreement in an amount sufficient for us to pay any expenses incurred by us in connection with the regular quarterly cash dividend, along with any of our other operating expenses and other obligations. Holders of our Class B common stock and Class C common stock are not entitled to participate in any dividends declared by our Board of Directors. We believe that our cash and cash equivalents and cash provided by operating activities will be sufficient for CWGS, LLC to make this regular quarterly cash distribution for at least the next twelve months.
 In addition, the CWGS LLC Agreement requires pro rata tax distributions to be made by CWGS, LLC to its members, including us. In general, tax distributions are made on a quarterly basis, to each member of CWGS, LLC, including us, based on such member's allocable share of the taxable income of CWGS, LLC (which, in our case, will be determined without regard to any Basis Adjustments described in our Tax Receivable Agreement) and an assumed tax rate based on the highest combined federal, state, and local tax rate that may potentially apply to any one of CWGS, LLC's members (46.70% in 2023, 2022 and 2021), regardless of the actual final tax liability of any such member. Typically, based on the current applicable effective tax rates, we expect that (i) the assumed tax rate that will be used for purposes of determining tax distributions from CWGS, LLC will exceed our actual combined federal, state and local tax rate (assuming no changes in corporate tax rates) and (ii) the annual amount of tax distributions paid to us will exceed the sum of (A) our actual annual tax liability and (B) the annual amount payable by us under the Tax Receivable Agreement (assuming no early termination of the Tax Receivable Agreement) (such excess in clauses (A) and (B), collectively referred to herein as the "Excess Tax Distribution").
 Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our Board of Directors may deem relevant. Additionally, our ability to distribute any Excess Tax Distribution will also be contingent on no early termination or amendment of the Tax Receivable Agreement, as well as the amount of tax distributions actually paid to us, which will be affected by the LLC Conversion, and our actual tax liability. Furthermore, because we are a holding company, our ability to pay cash dividends on our Class A common stock depends on our receipt of cash distributions from CWGS, LLC and, through CWGS, LLC, cash distributions and dividends from its operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization, agreements of our subsidiaries or covenants under any existing and future outstanding indebtedness we or our subsidiaries incur. In particular, our ability to pay any cash dividends on our Class A common stock is limited by restrictions on the ability of CWGS, LLC and our other subsidiaries and us to pay dividends or make distributions to us under the terms of our Senior Secured Credit Facilities and Floor Plan Facility. We do not currently believe that the restrictions contained in our existing indebtedness will impair the ability of CWGS, LLC to make the distributions or pay the dividends as described above. Our dividend policy has certain risks and limitations, particularly with respect to liquidity, and we may not pay future dividends according to our policy, or at all. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "Risk Factors—Risks Relating to Ownership of Our Class A Common Stock—Our ability to pay regular and special dividends on our Class A common stock is subject to the discretion of our Board of Directors and may be limited by our structure and statutory restrictions" in this Form 10-K.

 Issuer Purchases of Equity Securities
 The following table presents information related to our repurchases of Class A common stock for the periods indicated:

 Period

 Total Number of Shares Purchased

 Average Price Paid per Share

 Total Number of Shares Purchased as Part of Publicly Announced Programs (1)

 Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs (1)

 October 1, 2023 to October 31, 2023

 —

 $—

 —

 $120,166,000

 November 1, 2023 to November 30, 2023

 —

 —

 —

 120,166,000

 December 1, 2023 to December 31, 2023

 —

 —

 —

 120,166,000

 Total

 —

 $—

 —

 $120,166,000

 (1)
 On October 30, 2020, our Board of Directors authorized a stock repurchase program for the repurchase of up to $100.0 million of the Company's Class A common stock, expiring on October 31, 2022. In August 2021 and January 2022, our Board of Directors authorized increases to the stock repurchase program for the repurchase of up to an additional $125.0 million and $152.7 million of the Company's Class A common stock, respectively. Following these extensions, the stock repurchase program now expires on December 31, 2025. This program does not obligate the Company to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the board's discretion.

 The table above excludes shares net settled by the Company in connection with tax withholdings associated with the vesting of restricted stock units as these shares were not issued and outstanding.
 Stock Performance Graph
 The following graph and table illustrate the total return for the five years ended December 31, 2023 for (i) our Class A common stock, (ii) the Standard and Poor's ("S&P") 500 Index, and (iii) the S&P 500 Consumer Discretionary Distribution & Retail Index (formerly named the S&P 500 Retailing Index). The comparisons reflected in the graph and table are not intended to forecast the future performance of our stock and may not be indicative of future performance. The graph and table assume that $100 was invested on December 31, 2018 in each of our Class A common stock, the S&P 500 Index, and S&P 500 Consumer Discretionary Distribution & Retail Index and that any dividends were reinvested.

 As of December 31,

 2018

 2019

 2020

 2021

 2022

 2023

 Camping World Holdings, Inc. Class A common stock

 $

 100.00

 $

 135.38

 $

 256.55

 $

 413.06

 $

 249.89

 $

 312.60

 S&P 500 Index

 $

 100.00

 $

 131.49

 $

 155.68

 $

 200.37

 $

 164.08

 $

 207.21

 S&P 500 Consumer Discretionary Distribution & Retail Index

 $

 100.00

 $

 126.67

 $

 185.47

 $

 221.29

 $

 145.42

 $

 207.08

 Source: Zacks Investment Research, Inc. Used with permission. All rights reserved Copyright 1980-2024.
 Index Data: Copyright Standard and Poor's, Inc. Used with permission. All rights reserved.
 Recent Sales of Unregistered Securities
 None.
 ITEM 6. [Reserved]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 The following discussion and analysis of our financial condition and results of operations should be read together with our Consolidated Financial Statements and related notes included in Part II, Item 8 of this Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations and beliefs involving risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various important factors, including those set forth under "Risk Factors" included in Part I, Item 1A of this Form 10-K, the "Cautionary Note Regarding Forward-Looking Statements" and in other parts of this Form 10-K. Except to the extent that differences among reportable segments are material to an understanding of our business taken as a whole, we present the discussion in Management's Discussion and Analysis of Financial Condition and Results of Operations on a consolidated basis.
 For purposes of this Form 10-K, we define an "Active Customer" as a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement. Unless otherwise indicated, the date of measurement is December 31, 2023, our most recently completed fiscal quarter.
 In this Item 7, we discuss the results of operations for the years ended December 31, 2023 and 2022 and comparisons of the year ended December 31, 2023 to the year ended December 31, 2022. Discussions of the results of operations for the year ended December 31, 2021 and comparisons of the year ended December 31, 2022 to the year ended December 31, 2021 can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission ("SEC") on February 23, 2023.

 Overview
 Camping World Holdings, Inc. (together with its subsidiaries) is the world's largest retailer of recreational RVs and related products and services. Our vision is to build a long-term legacy business that makes RVing fun and easy, and our Camping World and Good Sam brands have been serving RV consumers since 1966. We strive to build long-term value for our customers, employees, and stockholders by combining a unique and comprehensive assortment of RV products and services with a national network of RV dealerships, service centers and customer support centers along with the industry's most extensive online presence and a highly-trained and knowledgeable team of associates serving our customers, the RV lifestyle, and the communities in which we operate. We also believe that our Good Sam organization and family of services and plans uniquely enables us to connect with our customers as stewards of the RV lifestyle. On December 31, 2023, we operated a total of 202 store locations, with all of them selling and/or servicing RVs. See Note 1 Summary of Significant Accounting Policies Description of the Business to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
 A summary of the changes in quantities and types of retail stores and changes in same stores from December 31, 2022 to December 31, 2023, are in the table below:

 RV

 RV Service &

 Other

 Same

 Dealerships

 Retail Centers

 Retail Stores

 Total

 Store (1)

 Number of store locations as of December 31, 2022

 Opened

 —

 —

 Converted

 (1)

 —

 —

 (1)

 Closed

 (10)

 (3)

 (1)

 (14)

 (14)

 Achieved designation of same store (1)

 —

 Number of store locations as of December 31, 2023

 —

 (1)
 Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.

 Segments
 We operate two reportable segments: (i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail. We identify our reporting segments based on the organizational units used by management to monitor performance and make operating decisions. See Note 1 — Summary of Significant Accounting Policies — Description of the Business and Note 23 — Segment Information to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information regarding our reportable segments.
 The following table presents percentages of total revenue and total gross profit for our two reportable segments:

 2023

 2022

 2021

 As percentage of total revenue:

 3.1%

 2.8%

 2.6%

 96.9%

 97.2%

 97.4%

 As percentage of total gross profit (1):

 7.2%

 5.3%

 4.4%

 92.8%

 94.7%

 95.6%

 (1)
 Gross profit is presented exclusive of depreciation and amortization, which is presented separately in operating expenses.

 COVID-19
 Within a few months of the initial significant outbreaks of COVID-19 in the U.S. in 2020, we experienced elevated demand for RVs and many of our related products and services. We believe that consumers view RVs as a safer alternative to many other travel and recreational activities, in addition to an opportunity to enjoy the outdoors after many consumers spent much of their time at home during portions of the pandemic. We believe this led to an introduction of many new customers to the RV lifestyle and a greater appreciation of outdoor activities. For much of the COVID-19 pandemic, demand and interest in new and used vehicles outpaced vehicle supply. Beginning in September 2021, we were able to procure more new vehicles from our suppliers than were sold and new towables inventory levels, in particular, normalized in early 2022. As other modes of transportation and vacation options have mostly recovered from the impact of COVID-19, the increased demand for our products has dropped from the peak levels experienced in recent years.
 Strategic Review
 On January 17, 2024, we announced that we are reviewing potential strategic alternatives for our Good Sam business, which could include a potential sale, spin off or other disposition of the business. No decision has been made whether to proceed with any particular alternative. We have not set a deadline for the strategic alternatives review process, and there can be no assurance that this process will result in any particular outcome.
 Key Performance Indicators
 We evaluate the results of our overall business based on a variety of factors, including the number of Active Customers and Good Sam members, revenue and same store revenue, vehicle units, and same store vehicle units, gross profit and gross profit per vehicle sold, gross margin, finance and insurance per vehicle ("PV"), vehicle inventory turnover, and Adjusted EBITDA and Adjusted EBITDA margin.
 Same store revenue. Same store revenue measures the performance of a store location during the current reporting period against the performance of the same store location in the corresponding period of the previous year. Our same store revenue calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year. As of December 31, 2023, 2022, and 2021, we had a base of 166, 166, and 158 same stores, respectively. For the years ended December 31, 2023, 2022 and 2021, our aggregate same store revenue was $5.2 billion, $5.9 billion, and $5.8 billion, respectively. With same store revenue driven by the number of transactions and the average transaction price, changes in our mix of new vehicle sales has in the past negatively impacted, and in the future is likely to negatively impact, our new vehicle same store revenue. Over the past several years, we have seen a shift in our overall mix of new RV sales towards travel trailer vehicles, which tend to carry lower average selling prices than other classes of new RV vehicles. From 2015 to 2023, total new vehicle travel trailer units have increased from 62% to 75% of total new vehicle unit sales but from 2015 to 2023 our average selling price of a new vehicle unit increased from $39,853 to $43,866. Due to lower industry supply of travel trailers and motorhomes during much of 2020 and 2021, both average cost and average sales price increased. However, average sales price decreased in 2023 (see "Industry Trends" below), which impacted our same store revenue.
 Gross Profit and Gross Margins. Gross profit is our total revenue less our total costs applicable to revenue. Our total costs applicable to revenue primarily consists of the cost of goods and cost of sales, exclusive of depreciation and amortization. Gross margin is gross profit as a percentage of revenue.
 Our gross profit is variable in nature and generally follows changes in our revenue. Sales of new vehicles generally result in a lower gross margin than other areas of our business, including used vehicles, repair service and installation work, RV equipment and accessories, outdoor equipment and accessories and finance and insurance products. While gross margins for our RV and Outdoor Retail segment are lower than gross margins for our Good Sam Services and Plans, this segment generates significant gross profit and is our primary means of acquiring new customers, to whom we then cross sell our higher margin products and services with recurring revenue. We believe the overall growth of our RV and Outdoor Retail segments will allow us to continue to drive growth in gross profit due to our ability to cross sell our Good Sam Services and

 Plans to our Active Customer base. Gross margin in our RV and Outdoor Retail segment was positively impacted in 2021 and, to a lesser extent, 2022 by increased demand for vehicles and reduced supply leading to higher average prices per unit. However, gross margins in 2023 and 2022 were negatively impacted by the higher cost of new vehicles that was driven largely from the reduced supply of new vehicles during much of 2021. Gross margins were also negatively impacted in 2023 by the decline in average prices per unit.
 Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA and Adjusted EBITDA Margin are some of the primary metrics management uses to evaluate the financial performance of our business. Adjusted EBITDA and Adjusted EBITDA Margin are also frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP metrics. We use Adjusted EBITDA and Adjusted EBITDA Margin to supplement GAAP measures of performance as follows:
 •

 as a measurement of operating performance to assist us in comparing the operating performance of our business on a consistent basis, and remove the impact of items not directly resulting from our core operations;

 •

 for planning purposes, including the preparation of our internal annual operating budget and financial projections; and

 •
 to evaluate the performance and effectiveness of our operational strategies.

 For the definitions of Adjusted EBITDA and Adjusted EBITDA Margin, a reconciliation of Adjusted EBITDA to net income, a reconciliation of Adjusted EBITDA Margin to net income margin, and a further discussion of how we utilize these non-GAAP financial measures and their limitations, see "Non-GAAP Financial Measures" below.
 Industry Trends
 According to the RV Industry Association's survey of manufacturers, which almost entirely focuses on North America, wholesale shipments of new RVs for 2023 were 313,174 units, 36.5% less than in 2022. RV shipments for the last two months of 2023 showed an increase over the previous year, and their projections indicate that they expect to continue to see increased shipments and retail sales in 2024, particularly in the latter half of the year.
 Thor Industries, our largest supplier of RVs, disclosed in its Form 10-Q for the quarter ended October 31, 2023 as filed with the SEC on December 6, 2023 that its North American RV order backlog had declined 54% compared to October 31, 2022, primarily as a result of a reduction in orders from independent dealers. Thor Industries also disclosed that it believes that as of July 31, 2023, the North American RV independent dealer inventory levels were generally at, or slightly higher than, the levels dealers are comfortable stocking for most of their towable products and generally aligned with desired levels for its motorized products.
 The per unit cost of new vehicles has been significantly higher than we experienced prior to the COVID-19 pandemic, due to the RV manufacturers' supply constraints during the pandemic, strong demand for new vehicles during the pandemic, higher inflation, and higher interest rates. These higher costs had been partially mitigated by the higher average selling prices on new vehicles initially, but we experienced a decrease in new vehicle gross margins during the year ended December 31, 2022, which continued in 2023, as a result of these higher costs. We experienced a 4.3% decrease in the average sale price of new vehicles during 2023 compared to 2022, driven by more price sensitive customers in a higher interest rate environment. We will continue to evaluate supplier pricing and the mix of our vehicle offerings, such as lower-priced towables, among other criteria, as part of our vehicle procurement process.

 Certain of our RV manufacturers have indicated that they expect new towable vehicle average selling prices to decline by up to 10% for model year 2024 vehicles. The decrease in average selling prices for new towable vehicles has led to additional discounting on new vehicles from prior model years, beginning primarily in the fourth quarter of 2023, which has negatively impacted our near-term new vehicle gross margins as we sell through our stock of pre-2024 model year vehicles. Additionally, these new vehicle price pressures have resulted, and may continue to result, in a decline in residual values of used vehicles, which led us to discount used vehicle pricing in order to maintain our rate of sale and inventory turns, which has negatively impacted used vehicle gross margins. Certain finance and insurance and Good Sam services and plans revenues that are at least partially based on new and/or used vehicle pricing have been negatively impacted by new and used vehicle average selling price decreases.
 Financial Institutions
 The Company maintains the majority of its cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we will be able to access uninsured funds in a timely manner or at all.
 Inflation
 During 2023 we experienced the impact of inflation on our operations, particularly with the increased cost of new vehicles. The price risk relating to new vehicles includes the cost from the manufacturer, as well as freight and logistics costs. Each of these costs have been impacted, to differing degrees, by factors such as high demand for product, supply chain disruptions, labor shortages, and increased fuel costs, some of which were caused, in part, by the COVID-19 pandemic. These cost pressures began to recede during the third quarter of 2023 and we expect this trend to continue into 2024.
 We have increased employee compensation rates as a response to the generally higher cost of living experienced in much of the United States in recent quarters. While we regularly review our compensation arrangements to ensure that our pay practices are competitive, we made meaningful adjustments to labor rates, largely in the fourth quarter of 2022, which were mostly offset by other cost reductions which included reduced headcount in the fourth quarter of 2022 and the elimination or reduction of underperforming assets, locations, and business lines. Additionally, during September and October of 2023, we implemented employee headcount reductions and adjustments to employee variable compensation plans that are expected to result in approximately $60.0 million of annual cost savings, primarily for selling, general and administrative expenses. These cost savings exclude any additional employee headcount from our expected expansion of store locations.
 Inflationary factors, such as increases to our product and overhead costs, may adversely affect our operating results if the selling prices of our products and services do not increase proportionately with those increased costs or if demand for our products and services declines as a result of price increases to address inflationary costs. We finance substantially all of our new vehicle inventory and certain of our used vehicle inventory through revolving floor plan arrangements. Inflationary increases in the costs of new and/or used vehicles financed through the revolving floor plan arrangement result in an increase in the outstanding principal balance of the revolving floor plan arrangement. Additionally, our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of which are generally subject to inflationary increases. Further, the cost of remodeling acquired RV dealership locations and constructing new RV dealership locations is subject to inflationary increases in the costs of labor and material, which results in higher rent expense on new RV dealership locations. Finally, our credit agreements include interest rates that vary based on various benchmarks. Such rates have historically increased during periods of increasing inflation.

 Restructuring
 In 2019, we made a strategic decision to refocus our business around our core RV competencies (the "2019 Strategic Shift"). On March 1, 2023, our management determined to implement plans (the "Active Sports Restructuring") to exit and restructure operations of our indirect subsidiary, Active Sports, LLC, a specialty products retail business ("Active Sports"). As of December 31, 2023, the Company had substantially completed the activities under the 2019 Strategic Shift and Active Sports Restructuring except for the remaining potential ongoing charges related to lease termination costs and other associated costs relating to the leases of certain previously closed locations and facilities. The process of identifying subtenants and negotiating lease terminations had been delayed, which initially was in part due to the COVID-19 pandemic. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals. See Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
 Comparison of Certain Trends to Pre-COVID-19 Pandemic Periods
 During 2023, we experienced a decrease in gross margin for new and used vehicles compared to 2022. However, 2023 new vehicle gross margins were higher than the pre-COVID-19 pandemic periods of 2016 to 2019, which we believe are more typical demand environments than during the COVID-19 pandemic. During 2023, as the procurement prices of model year 2024 new vehicles declined compared to model years 2022 and 2023, we actively discounted certain used vehicles to reduce inventory levels of aged used vehicles. This discounting had a negative impact on used vehicle gross margins during 2023.
 Additionally, the percentage of total unit sales relating to used vehicles was significantly higher in 2023 compared to the pre-COVID-19 pandemic periods of 2016 to 2019. We are continuing to execute on our used vehicle strategy, which differentiates us from the competition with proprietary tools, such as the RV Valuator, a focus on the development and retention of our service technician team, and investment in our service bay infrastructure.
 The following table presents vehicle gross margin and unit sale mix for the year ended December 31, 2023 and pre-COVID-19 pandemic periods of the years ended December 31, 2019, 2018, 2017, and 2016:

 2023

 2019 (1)

 2018 (1)

 2017 (1)

 2016 (1)

 Gross margin:

 15.5%

 12.5%

 12.9%

 14.4%

 14.2%

 20.5%

 20.9%

 22.4%

 24.3%

 20.8%

 Unit sales mix:

 50.8%

 64.6%

 68.6%

 68.8%

 60.9%

 49.2%

 35.4%

 31.4%

 31.2%

 39.1%

 (1) These periods were prior to the COVID-19 Pandemic.
 Our Corporate Structure Impact on Income Taxes
 Our corporate structure is commonly referred to as an "Up-C" structure and typically results in a different relationship between income before income taxes and income tax expense than would be experienced by most public companies with a more traditional corporate structure. More traditional structures are typically comprised predominately of Subchapter C corporations ("C-Corps") and/or lacking significant non-controlling interests with holdings through limited liability companies or partnerships. Typically, most of our income tax expense is recorded at the CWH level, our public holding company, based on its allocation of taxable income from CWGS, LLC.
 More specifically, CWH is organized as a C-Corp and, as of December 31, 2023, is a 52.9% owner of CWGS, LLC. CWGS, LLC is organized as a limited liability company and treated as a partnership for U.S. federal and most applicable state and local income tax purposes and, as such is generally not subject to any

 U.S. federal entity-level income taxes ("Pass-Through"), with the exception of Americas Road and Travel Club, Inc. and FreedomRoads RV, Inc., and their wholly-owned subsidiaries, which are C-Corps embedded within the CWGS, LLC structure. As discussed below, prior to 2023, Camping World, Inc. ("CW") and its wholly-owned subsidiaries were also C-Corps embedded within the CWGS, LLC structure.
 By January 2, 2023, the "LLC Conversion" (see Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) was completed. We expect that, beginning with the year ended December 31, 2023, the LLC Conversion will allow certain losses that previously would have been confined within the C-Corp portion of CWGS, LLC to instead offset a portion of income generated by the Pass-Through portion of CWGS, LLC, which would reduce the amount of income tax expense recorded by CWH. The LLC Conversion is also expected to reduce the amount of tax distributions required to be paid by CWGS, LLC to CWH and the non-controlling interest holders under the CWGS LLC Agreement beginning with the year ended December 31, 2023.
 CWH receives an allocation of its share of the net income of CWGS, LLC based on CWH's weighted-average ownership of CWGS, LLC for the period. CWH recognizes income tax expense on its pre-tax income including its portion of this income allocation from CWGS, LLC primarily relating to Pass-Through entities. The income tax relating to the net income of CWGS, LLC allocated to CWH that relates to separately taxed C-Corp entities is recorded within the consolidated results of CWGS, LLC. No income tax expense is recognized by the Company for the portion of net income of CWGS, LLC allocated to non-controlling interest other than income tax expense recorded by CWGS, LLC. Rather, tax distributions are paid to the non-controlling interest holders, which are recorded as distributions to holders of LLC common units in the consolidated statements of cash flows. CWH is subject to U.S. federal, state and local income taxes with respect to its allocable share of any taxable income of CWGS, LLC and is taxed at the prevailing corporate tax rates. For the years ended December 31, 2023, 2022 and 2021, the Company used effective income tax rate assumptions between 25.0% and 25.5%, for income adjustments applicable to CWH when calculating the adjusted net income attributable to Camping World Holdings, Inc. — basic and diluted (see "Non-GAAP Financial Measures" in Part II, Item 7 of this Form 10-K). CWGS, LLC may be liable for various other state and local taxes.
 The following table presents the allocation of CWGS, LLC's C-Corp and Pass-Through net income to CWH, the allocation of CWGS, LLC's net income to non-controlling interests, income tax benefit (expense) recognized by CWH, and other items:

 2023

 2022

 2021

 C-Corp portion of CWGS, LLC net income (loss) allocated to CWH

 $

 3,776

 $

 (37,500)

 $

 (19,177)

 Pass-Through portion of CWGS, LLC net income allocated to CWH

 17,687

 252,771

 397,834

 CWGS, LLC net income allocated to CWH

 21,463

 215,271

 378,657

 CWGS, LLC net income allocated to noncontrolling interests

 19,557

 214,084

 363,614

 CWGS, LLC net income

 41,020

 429,355

 742,271

 2,442

 (2,813)

 Income tax benefit (expense) recorded by CWH

 5,736

 (79,054)

 (97,831)

 Other incremental CWH net income

 1,403

 $

 $

 $

 The following table presents further information on income tax benefit (expense):

 2023

 2022

 2021

 Income tax benefit (expense) recorded by CWH (1)

 $

 5,736

 $

 (79,054)

 $

 (97,831)

 Income tax (expense) benefit recorded by CWGS, LLC (2)

 (4,537)

 (20,030)

 5,707

 $

 1,199

 $

 (99,084)

 $

 (92,124)

 (1)

 During the year ended December 31, 2023, this amount included $3.1 million of net income tax benefit related to the LLC Conversion and the realization of a portion of outside basis in CWGS, LLC, which previously had a valuation allowance. Additionally, the Company recorded an income tax benefit of $4.1 million related to an entity classification election, which was filed in the third quarter of 2023 with an effective date of January 2, 2023. During the year ended December 31, 2022, this amount included $13.3 million of income tax expense related to the LLC Conversion. This income tax expense was primarily from the write-off of deferred tax assets, which was partially offset by the release of valuation allowance. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

 (2)

 During the year ended December 31, 2023, this amount included $2.9 million of income tax benefit related to CW state unitary net operating losses. During the year ended December 31, 2022, this amount included $15.2 million of income tax expense related to the LLC Conversion. This income tax expense was primarily from the write-off of deferred tax assets, which was partially offset by the release of valuation allowance. Additionally, during the year ended December 31, 2021, this amount included benefits to income tax of $15.2 million for the release of valuation allowance at CW, which, in 2021 and 2022 prior to the LLC Conversion, became available to offset state combined income in certain unitary states due to the Company's increased ownership in CWGS, LLC. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

 Results of Operations
 Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022
 The following tables set forth information comparing the components of net income for the years ended December 31, 2023 and 2022.

 Year Ended

 December 31, 2022

 Favorable/ (Unfavorable)

 Amount

 Amount

 $

 %

 $

 193,827

 3.1%

 $

 192,128

 2.8%

 $

 1,699

 0.9%

 RV and Outdoor Retail:

 2,576,278

 41.4%

 3,228,077

 46.3%

 (651,799)

 (20.2%)

 1,979,632

 31.8%

 1,877,601

 26.9%

 102,031

 5.4%

 870,038

 14.0%

 999,214

 14.3%

 (129,176)

 (12.9%)

 9.0%

 623,456

 8.9%

 (61,200)

 (9.8%)

 0.7%

 46,537

 0.7%

 (2,021)

 (4.3%)

 6,032,720

 96.9%

 6,774,885

 97.2%

 (742,165)

 (11.0%)

 Total revenue

 6,967,013

 (740,466)

 (10.6%)

 Gross profit (exclusive of depreciation and amortization shown separately below):

 134,436

 2.2%

 120,162

 1.7%

 14,274

 11.9%

 RV and Outdoor Retail:

 400,459

 6.4%

 651,801

 9.4%

 (251,342)

 (38.6%)

 405,394

 6.5%

 459,548

 6.6%

 (54,154)

 (11.8%)

 336,413

 5.4%

 368,204

 5.3%

 (31,791)

 (8.6%)

 9.0%

 623,456

 8.9%

 (61,200)

 (9.8%)

 39,691

 0.6%

 39,113

 0.6%

 1.5%

 1,744,213

 28.0%

 2,142,122

 30.7%

 (397,909)

 (18.6%)

 Total gross profit

 1,878,649

 30.2%

 2,262,284

 32.5%

 (383,635)

 (17.0%)

 Operating expenses:

 Selling, general and administrative expenses

 1,538,988

 24.7%

 1,606,984

 23.1%

 67,996

 4.2%

 1.1%

 1.2%

 11,661

 14.5%

 Long-lived asset impairment

 9,269

 0.1%

 4,231

 0.1%

 (5,038)

 (119.1%)

 Lease termination

 (103)

 1,614

 0.0%

 1,717

 nm

 Loss (gain) on sale or disposal of assets

 (5,222)

 (0.1%)

 0.0%

 5,844

 nm

 Total operating expenses

 1,611,575

 25.9%

 1,693,755

 24.3%

 (82,180)

 (4.9%)

 Income from operations

 267,074

 4.3%

 568,529

 8.2%

 (301,455)

 (53.0%)

 Other expense:

 Floor plan interest expense

 (83,075)

 (1.3%)

 (42,031)

 (0.6%)

 (41,044)

 (97.7%)

 (135,270)

 (2.2%)

 (75,745)

 (1.1%)

 (59,525)

 (78.6%)

 2,442

 0.0%

 0.0%

 2,328

 nm

 (1,769)

 (752)

 (1,017)

 (135.2%)

 Total other expense

 (217,672)

 (3.5%)

 (118,414)

 (1.7%)

 (99,258)

 (83.8%)

 49,402

 0.8%

 450,115

 6.5%

 (400,713)

 (89.0%)

 1,199

 0.0%

 (99,084)

 (1.4%)

 100,283

 nm

 0.8%

 5.0%

 (300,430)

 (85.6%)

 Less: net income attributable to non-controlling interests

 (19,557)

 (0.3%)

 (214,084)

 (3.1%)

 194,527

 90.9%

 Net income attributable to Camping World Holdings, Inc.

 $

 0.5%

 $

 2.0%

 $

 (105,903)

 (77.3%)

 nm- not meaningful

 Supplemental Data

 Increase

 Percent

 2023

 2022

 (decrease)

 Change

 Unit sales

 58,731

 70,429

 (11,698)

 (16.6%)

 56,823

 51,325

 5,498

 10.7%

 Total

 115,554

 121,754

 (6,200)

 (5.1%)

 Average selling price

 $

 43,866

 $

 45,834

 $

 (1,969)

 (4.3%)

 34,839

 36,583

 (1,744)

 (4.8%)

 Same store unit sales (1)

 51,858

 66,610

 (14,752)

 (22.1%)

 51,072

 48,648

 2,424

 5.0%

 Total

 102,930

 115,258

 (12,328)

 (10.7%)

 Same store revenue (1) ($ in 000s)

 $

 2,296,811

 $

 3,090,711

 $

 (793,900)

 (25.7%)

 1,791,352

 1,803,943

 (12,591)

 (0.7%)

 635,670

 691,044

 (55,374)

 (8.0%)

 504,315

 599,435

 (95,120)

 (15.9%)

 Total

 $

 5,228,148

 $

 6,185,133

 $

 (956,985)

 (15.5%)

 Average gross profit per unit

 $

 6,819

 $

 9,255

 $

 (2,436)

 (26.3%)

 7,134

 8,954

 (1,819)

 (20.3%)

 Finance and insurance, net per vehicle unit

 4,866

 5,121

 (255)

 (5.0%)

 Total vehicle front-end yield (2)

 11,840

 14,248

 (2,409)

 (16.9%)

 Gross margin

 69.4%

 62.5%

 bps

 15.5%

 20.2%

 (465)

 bps

 20.5%

 24.5%

 (400)

 bps

 38.7%

 36.8%

 bps

 unch.

 bps

 89.2%

 84.0%

 bps

 Subtotal RV and Outdoor Retail

 28.9%

 31.6%

 (271)

 bps

 Total gross margin

 30.2%

 32.5%

 (230)

 bps

 RV and Outdoor Retail inventories ($ in 000s)

 $

 1,378,403

 $

 1,411,016

 $

 (32,613)

 (2.3%)

 464,833

 464,311

 0.1%

 Products, parts, accessories and misc.

 199,261

 247,906

 (48,645)

 (19.6%)

 Total RV and Outdoor Retail inventories

 $

 2,042,497

 $

 2,123,233

 $

 (80,736)

 (3.8%)

 Vehicle inventory per location ($ in 000s)

 New vehicle inventory per dealer location

 $

 6,962

 $

 7,466

 $

 (504)

 (6.8%)

 Used vehicle inventory per dealer location

 2,348

 2,457

 (109)

 (4.4%)

 Vehicle inventory turnover (3)

 New vehicle inventory turnover

 1.8

 1.9

 (0.2)

 (8.6%)

 Used vehicle inventory turnover

 2.9

 3.4

 (0.5)

 (14.1%)

 Retail locations

 RV dealerships

 4.8%

 RV service & retail centers

 (3)

 (42.9%)

 3.1%

 Other retail stores

 —

 (1)

 (100.0%)

 Total

 2.5%

 Other data

 Active Customers (4)

 4,959,723

 5,265,939

 (306,216)

 (5.8%)

 Good Sam Club members

 2,027,353

 2,026,215

 1,138

 0.1%

 Service bays (5)

 2,757

 2,693

 2.4%

 Finance and insurance gross profit as a % of total vehicle revenue

 12.3%

 12.2%

 bps

 n/a

 Same store locations

 n/a

 n/a

 n/a

 (1)
 Our same store revenue and units calculations for a given period include only those stores that were open both at the end of the corresponding period and at the beginning of the preceding fiscal year.

 (2)
 Front end yield is calculated as gross profit from new vehicles, used vehicles and finance and insurance (net), divided by combined new and used vehicle unit sales.

 (3)
 Inventory turnover calculated as vehicle costs applicable to revenue over the last twelve months divided by the average quarterly ending vehicle inventory over the last twelve months.

 (4)
 An Active Customer is a customer who has transacted with us in any of the eight most recently completed fiscal quarters prior to the date of measurement.

 (5)
 A service bay is a fully-constructed bay dedicated to service, installation, and/or collision offerings.

 Revenue and Gross Profit
 Good Sam Services and Plans revenue increased primarily due to increased contracts in force from the Good Sam Insurance Agency, the extended vehicle warranty and roadside assistance programs, partially offset by an enrollment reduction from the Good Sam TravelAssist programs and reduced magazine ad revenue.
 Good Sam Services and Plans gross profit and gross margin increased primarily due to a nonrecurring $5.5 million in savings from finalizing contract negotiations to exit an arrangement with a service partner in the current year and increased contracts in force from the roadside assistance, extended vehicle warranty, and Good Sam Insurance Agency programs, in addition to our efforts to reduce expenses.
 New Vehicles
 New vehicle revenue decreased primarily due to a 16.6% decrease in new vehicles sold, and, to a lesser extent, a 4.3% decrease in the average selling price per new vehicle sold. On a same store basis, new vehicle revenue decreased 25.7% to $2.3 billion, and new vehicle units sold decreased 22.1%.
 New vehicle gross profit decreased primarily due to the above mentioned factors impacting new vehicle revenue and a 1.3% increase in the average cost per new vehicle sold. New vehicle gross margin decreased 465 basis points primarily due to compression from the higher cost per new unit sold and the lower average selling price of new vehicles (see Industry Trends in Item 7 of Part II of this Form 10-K for further discussion of new vehicle average selling prices and cost).
 Used Vehicles
 Used vehicle revenue increased primarily due to a 10.7% increase in used vehicles sold, driven by an increase in demand for used vehicles, as they are a lower-cost alternative to new vehicles, partially offset by a 4.8% decrease in average selling price per used vehicle sold. On a same store basis, used vehicle revenue decreased 0.7% to $1.8 billion and used vehicle units sold increased 5.0%.
 Used vehicle gross profit decreased primarily due to a 4.8% decrease in average price per used vehicle sold and a 0.3% increase in the cost per used vehicle sold, partially offset by a 10.7% increase in used vehicles sold. Used vehicle gross margin decreased 400 basis points primarily due to the decrease in the average selling price per used vehicle and compression from the slightly higher cost per used vehicle sold.
 Products, Service and Other
 Products, service and other revenue decreased primarily due to lower demand and lower stocking levels of lifestyle and activities, and design and home products, as well as a reduction in demand for our RV furniture distribution business as RV manufacturers slowed RV production. Revenues were also impacted negatively by our Active Sports Restructuring. On a same store basis, products, service and other revenue decreased 8.0% to $635.7 million in 2023 from $691.0 million in 2022.
 Products, service and other gross profit decreased primarily due to the demand trends noted above, discounting to reduce inventory levels, discounting of Active Sports merchandise in conjunction with the Active Sports Restructuring, and compression from higher costs. Products, service and other gross margin increased primarily due to higher labor billing rates.
 Finance and Insurance, net
 Finance and insurance revenue and gross profit is recorded net, since the Company is acting as an agent in the transaction, and commission is recognized when a finance and insurance product contract payment

 has been received or financing has been arranged. Finance and insurance, net revenue decreased primarily due to the 5.1% decrease in total vehicles sold, and lower average sales prices, partially offset by $6.0 million of favorable adjustments to cancellation reserve assumptions. Finance and insurance, net revenue as a percentage of new and used vehicle revenue was 12.3% for the year ended December 31, 2023, an increase from 12.2% for the year ended December 31, 2022. On a same store basis, finance and insurance, net revenue decreased 15.9%, or $95.1 million, to $504.3 million versus the year ended December 31, 2022.
 Good Sam Club revenue decreased 4.3% primarily due to reduced marketing fee revenue from the Good Sam Club branded credit card, and reduced Good Sam Club membership fees resulting primarily from reduced retail traffic.
 Good Sam Club gross profit and gross margin increased primarily due to reduced marketing expenses.
 Operating Expenses and Other
 Selling, general and administrative
 Selling, general and administrative expenses decreased primarily due to approximately $49.2 million of reduced advertising expenses, $35.1 million of reduced commissions costs, and $10.0 million of reduced equity-based compensation, partially offset by increased facility costs related to the net six additional store locations added during the year ended December 31, 2023.
 Equity-based compensation expenses decreased $10.0 million (See Note 21 — Equity-Based Compensation Plans to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) resulting primarily from (i) $2.7 million less expense, compared to 2022, related to the modification of restricted stock units to accelerate and/or continue vesting under employee separation agreements, post-termination consulting arrangements, and/or transition agreements, and (ii) fewer weighted-average restricted stock units outstanding from significantly fewer restricted stock units granted in 2022 and 2023 compared to any of the years from 2017 to 2021.
 Depreciation and amortization decreased primarily from $8.8 million of incremental accelerated amortization during the year ended December 31, 2022 from the adjustment of the useful lives of certain trademark and trade name intangible assets associated with brands not traditionally associated with RVs that we were phasing out, and reduced capital expenditures. These trademark and trade name intangible assets were fully amortized as of March 31, 2022.
 Long-lived asset impairment
 As discussed in Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K, we recognized $9.3 million of long-lived asset impairments in 2023 of which $6.6 million related to the 2023 Active Sports Restructuring, and $4.2 million of long-lived asset impairments in 2022, of which $1.6 million related to the 2019 Strategic Shift discussed above.

 Floor plan interest expense
 The significant increase in floor plan interest expense was primarily due to a 345 basis point increase in the average floor plan borrowing rate. The average interest rates for the Floor Plan Facility for the year ended December 31, 2023 and 2022 were 7.03% and 3.59%, respectively.
 Other interest expense, net increased primarily due to a 329 basis point increase in the Term Loan Facility average interest rate and a higher average principal balance from increased borrowings on the Company's Real Estate Facilities (see Note 10 – Long-Term Debt to our condensed consolidated financial statements included in Part II, Item 8 of this Form 10-K). The average interest rates for the Term Loan Facility for the years ended December 31, 2023 and 2022 were 7.60% and 4.31%, respectively.
 Other expense, net increased primarily as a result of a $1.3 million impairment of an equity method investment.
 Tax Receivable Agreement Liability adjustment
 The Tax Receivable Agreement Liability adjustment for 2023 and 2022 consisted of $2.4 million benefit and $0.1 million benefit, respectively, related to a remeasurement from changes in blended state income tax rates.
 Income tax expense decreased primarily due to lower income generated from CWGS, LLC for which the Company is subject to U.S. federal and state taxes on its allocable share and changes in deferred tax assets, net of valuation allowance as a result of the LLC Conversion and certain entity classification elections in 2023. Income tax increased primarily due to a $28.4 million decrease in deferred tax assets, net of release of valuation allowance, as a result of the LLC Conversion recorded in 2022. Additionally, income tax expense for 2021 included benefits to income tax of $4.1 million for the revaluation of deferred tax assets as a result of increased state tax rates and $15.2 million for the release of valuation allowance at CW, which, in 2021 and 2022 prior to the LLC Conversion, became available to offset state combined income in certain unitary states due to the Company's increased ownership in CWGS, LLC. The valuation allowance release during 2021 was attributable to the change in the entities within state combined filing groups due to unitary relationships, which provided additional taxable income sources to utilize CW's deferred tax assets. CWH's increased ownership in CWGS, LLC and other qualitative unity factors impacted the unitary relationships. The impact of these changes in deferred tax assets on income tax expense in 2022 and 2021 was partially offset by a decrease in income tax expense due to lower income generated during 2022.

 Segment results
 The following table sets forth a reconciliation of total segment income to consolidated income from operations before income taxes for the period presented:

 Year Ended

 December 31, 2022

 Favorable /

 (Unfavorable)

 Amount

 Amount

 $

 %

 $

 194,827

 3.1%

 $

 192,622

 2.8%

 $

 2,205

 1.1%

 6,044,875

 97.1%

 6,803,278

 97.6%

 (758,403)

 (11.1%)

 Elimination of intersegment revenue

 (13,155)

 (0.2%)

 (28,887)

 (0.4%)

 15,732

 54.5%

 Total consolidated revenue

 6,967,013

 (740,466)

 (10.6%)

 Segment income (1):

 106,748

 1.7%

 90,857

 1.3%

 15,891

 17.5%

 159,626

 2.6%

 528,564

 7.6%

 (368,938)

 (69.8%)

 Total segment income

 266,374

 4.3%

 619,421

 8.9%

 (353,047)

 (57.0%)

 Corporate & other

 (13,732)

 (0.2%)

 (12,619)

 (0.2%)

 (1,113)

 (8.8%)

 (68,643)

 (1.1%)

 (80,304)

 (1.2%)

 11,661

 14.5%

 (135,270)

 (2.2%)

 (75,745)

 (1.1%)

 (59,525)

 (78.6%)

 2,442

 0.0%

 0.0%

 2,328

 nm

 (1,769)

 (752)

 (1,017)

 (135.2%)

 $

 49,402

 0.8%

 $

 450,115

 6.5%

 $

 (400,713)

 (89.0%)

 Same store revenue- RV and Outdoor Retail (2)

 $

 5,228,148

 $

 6,185,133

 $

 (956,985)

 (15.5%)

 nm – not meaningful
 (1)
 Segment income represents income for each of our reportable segments and is defined as income from operations before depreciation and amortization, plus floor plan interest expense.

 (2)
 Same store revenue definition not applicable to the Good Sam Services and Plans segment.

 Good Sam Services and Plans revenue increased primarily due to increased contracts in force from the Good Sam Insurance Agency and the extended vehicle warranty and roadside assistance programs, partially offset by an enrollment reduction from the Good Sam TravelAssist programs and reduced magazine ad revenue.
 Good Sam Services and Plans segment income and segment income margin increased primarily due to a nonrecurring $5.5 million savings from finalizing contract negotiations to exit an arrangement with a service partner in the current year and increased contracts in force from the roadside assistance, extended vehicle warranty, and Good Sam Insurance Agency programs, in addition to our efforts to reduce expenses. Segment income margin increased 762 basis points to 54.8%.
 RV and Outdoor Retail segment
 RV and Outdoor Retail segment revenue decreased primarily due to a $652.8 million, or 20.2%, decrease in new vehicles revenue, a $129.5 million, or 12.9%, decrease in products, service and other revenue, a $76.5 million, or 11.9%, decrease in finance and insurance, net revenue, and a $2.0 million, or 4.3%, decrease in Good Sam Club revenue, partially offset by a $102.4 million, or 5.4%, increase in used vehicles revenue.
 RV and Outdoor Retail segment income decreased primarily due to a 5.1% reduction in total vehicles sold, and decreased segment gross profit of $395.6 million, relating to reduced vehicles sold, which also tends to result in a correlating decrease in finance and insurance, net revenue, and reduced sales price per vehicle sold, a $41.0 million increase in floor plan interest expense, a $5.0 million increase in long-lived asset impairment, partially offset by a $65.2 million decrease in selling, general and administrative expenses (see discussion of selling, general and administrative expenses above for the similar drivers of this change), a $5.8

 million increase in gain on sale or disposal of assets, and a $1.7 million decrease in lease termination expense,. RV and Outdoor Retail segment income margin decreased to 2.6% in the year ended December 31, 2023 from 7.8% in the year ended December 31, 2022 primarily due to reduced average sales prices and increased average costs per vehicle sold for the year ended December 31, 2023 versus the comparable period in 2022.
 Corporate and other expenses
 The increase in corporate and other expenses was primarily due to increased professional fees.

 Non-GAAP Financial Measures
 To supplement our consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States ("GAAP"), we use the following non-GAAP financial measures: EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted (collectively the "Non-GAAP Financial Measures"). We believe that these Non-GAAP Financial Measures, when used in conjunction with GAAP financial measures, provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to the key metrics we use in our financial and operational decision making. These Non-GAAP Financial Measures are also frequently used by analysts, investors and other interested parties to evaluate companies in the Company's industry and are used by management to evaluate our operating performance, to evaluate the effectiveness of strategic initiatives and for planning purposes. By providing these Non-GAAP Financial Measures, together with reconciliations, we believe we are enhancing investors' understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. In addition, our Senior Secured Credit Facilities use Adjusted EBITDA, as calculated for our subsidiary CWGS Group, LLC, to measure our compliance with covenants such as the consolidated leverage ratio. The Non-GAAP Financial Measures have limitations as analytical tools, and the presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. They should not be construed as an inference that the Company's future results will be unaffected by any items adjusted for in these Non-GAAP Financial Measures. In evaluating these Non-GAAP Financial Measures, it is reasonable to expect that certain of these items will occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other companies over time. Each of the normal recurring adjustments and other adjustments described in this section and in the reconciliation tables below help management with a measure of our core operating performance over time by removing items that are not related to day-to-day operations.
 For periods beginning after December 31, 2022, we are no longer including the other associated costs category of expenses relating to the 2019 Strategic Shift as restructuring costs for purposes of our Non-GAAP Financial Measures, since these costs are not expected to be significant in future periods. For a discussion of the 2019 Strategic Shift, see Note 5 — Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
 The Non-GAAP Financial Measures that we use are not necessarily comparable to similarly titled measures used by other companies due to different methods of calculation.
 EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin
 We define "EBITDA" as net income before other interest expense, net (excluding floor plan interest expense), provision for income tax expense and depreciation and amortization. We define "Adjusted EBITDA" as EBITDA further adjusted for the impact of certain noncash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and losses on sale or disposal of

 assets, net, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the Active Sports Restructuring and the 2019 Strategic Shift, loss and impairment on investments in equity securities, and other unusual or one-time items. We define "Adjusted EBITDA Margin" as Adjusted EBITDA as a percentage of total revenue. We caution investors that amounts presented in accordance with our definitions of EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin in the same manner. We present EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin because we consider them to be important supplemental measures of our performance and believe they are frequently used by securities analysts, investors and other interested parties in the evaluation of companies in our industry. Management believes that investors' understanding of our performance is enhanced by including these Non-GAAP Financial Measures as a reasonable basis for comparing our ongoing results of operations.
 The following table reconciles EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin to the most directly comparable GAAP financial performance measures:

 2023

 2022

 2021

 EBITDA and Adjusted EBITDA:

 $

 $

 $

 135,270

 75,745

 46,912

 66,418

 Income tax (benefit) expense

 (1,199)

 99,084

 92,124

 Subtotal EBITDA

 253,315

 606,164

 847,529

 Long-lived asset impairment (a)

 9,269

 4,231

 3,044

 Lease termination (b)

 (103)

 1,614

 2,211

 (Gain) loss on sale or disposal of assets, net (c)

 (5,222)

 (576)

 Equity-based compensation (d)

 24,086

 33,847

 Tax Receivable Agreement liability adjustment (e)

 (2,442)

 (114)

 2,813

 Restructuring costs (f)

 5,540

 7,026

 25,701

 Loss and impairment on investments in equity securities (g)

 1,770

 —

 —

 Loss and expense on debt restructure (h)

 —

 —

 13,468

 Adjusted EBITDA

 $

 286,213

 $

 653,390

 $

 942,126

 (as percentage of total revenue)

 2023

 2022

 2021

 Adjusted EBITDA margin:

 Net income margin

 0.8%

 5.0%

 9.3%

 2.2%

 1.1%

 0.7%

 1.1%

 1.2%

 1.0%

 Income tax (benefit) expense

 1.4%

 1.3%

 Subtotal EBITDA margin

 4.1%

 8.7%

 12.3%

 Long-lived asset impairment (a)

 0.1%

 0.1%

 0.0%

 Lease termination (b)

 0.0%

 0.0%

 (Gain) loss on sale or disposal of assets, net (c)

 (0.1%)

 0.0%

 Equity-based compensation (d)

 0.4%

 0.5%

 0.7%

 Tax Receivable Agreement liability adjustment (e)

 0.0%

 Restructuring costs (f)

 0.1%

 0.1%

 0.4%

 Loss and impairment on investments in equity securities (g)

 0.0%

 —

 —

 Loss and expense on debt restructure (h)

 —

 —

 0.2%

 Adjusted EBITDA margin

 4.6%

 9.4%

 13.6%

 (a)
 Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

 (b)
 Represents the loss on the termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

 (c)
 Represents an adjustment to eliminate the gains and losses on the disposal and sales of various assets.

 (d)
 Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company.

 (e)
 Represents an adjustment to eliminate the losses and gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended statutory income tax rate. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

 (f)
 Represents restructuring costs relating to the Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods ended on or before December 31, 2022. These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

 (g)
 Represents loss and impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022. Amounts relating to periods prior to 2023 were not significant. These amounts are included in other expense, net in the consolidated statements of operations. During the year ended December 31, 2023, this amount included a $1.3 million impairment on an equity method investment.

 (h)
 Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the original issue discount and $1.0 million in extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $12.1 million in legal and other expenses related to the New Term Loan Facility in 2021.

 Adjusted Net Income Attributable to Camping World Holdings, Inc. and Adjusted Earnings Per Share
 We define "Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic" as net income attributable to Camping World Holdings, Inc. adjusted for the impact of certain non-cash and other items that we do not consider in our evaluation of ongoing operating performance. These items include, among other things, loss and expense on debt restructure, long-lived asset impairment, lease termination costs, gains and losses on sale or disposal of assets, net, equity-based compensation, Tax Receivable Agreement liability adjustment, restructuring costs related to the Active Sports Restructuring and the 2019 Strategic Shift, loss and impairment on investments in equity securities, other unusual or one-time items, the income tax expense effect of these adjustments, income tax expense impact from the LLC Conversion, and the effect of net income attributable to non-controlling interests from these adjustments.
 We define "Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted" as Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic adjusted for the reallocation of net income attributable to non-controlling interests from stock options and restricted stock units, if dilutive, or the assumed redemption, if dilutive, of all outstanding common units in CWGS, LLC for shares of newly-issued Class A common stock of Camping World Holdings, Inc.
 We define "Adjusted Earnings Per Share – Basic" as Adjusted Net Income Attributable to Camping World Holdings, Inc. - Basic divided by the weighted-average shares of Class A common stock outstanding. We define "Adjusted Earnings Per Share – Diluted" as Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted divided by the weighted-average shares of Class A common stock outstanding, assuming (i) the redemption of all outstanding common units in CWGS, LLC for newly-issued shares of Class A common stock of Camping World Holdings, Inc., if dilutive, and (ii) the dilutive effect of stock options and restricted stock units, if any. We present Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted because we consider them to be important supplemental measures of our performance and we believe that investors' understanding of our performance is enhanced by including these Non-GAAP financial measures as a reasonable basis for comparing our ongoing results of operations.

 The following table reconciles Adjusted Net Income Attributable to Camping World Holdings, Inc. – Basic, Adjusted Net Income Attributable to Camping World Holdings, Inc. – Diluted, Adjusted Earnings Per Share – Basic, and Adjusted Earnings Per Share – Diluted to the most directly comparable GAAP financial performance measure:

 (In thousands except per share amounts)

 2023

 2022

 2021

 Numerator:

 Net income attributable to Camping World Holdings, Inc.

 $

 $

 $

 Adjustments related to basic calculation:

 Loss and expense on debt restructure (a):

 —

 —

 13,468

 —

 —

 (1,770)

 Long-lived asset impairment (c):

 9,269

 4,231

 3,044

 (1,233)

 (99)

 (24)

 Lease termination (d):

 (103)

 1,614

 2,211

 Income tax benefit (expense) for above adjustment (b)

 —

 (54)

 (Gain) loss on sale or disposal of assets (e):

 (5,222)

 (576)

 Income tax benefit (expense) for above adjustment (b)

 (46)

 Equity-based compensation (f):

 24,086

 33,847

 (3,228)

 (3,810)

 (5,812)

 Tax Receivable Agreement liability adjustment (g):

 (2,442)

 (114)

 2,813

 Income tax benefit (expense) for above adjustment (b)

 (718)

 Restructuring costs (h):

 5,540

 7,026

 25,701

 (736)

 —

 (56)

 Loss and impairment on investments in equity securities (i):

 1,770

 —

 —

 (237)

 —

 —

 Income tax (benefit) expense impact from LLC Conversion (j):

 (2,008)

 28,402

 —

 Adjustment to net income attributable to non-controlling interests resulting from the above adjustments (k)

 (16,683)

 (31,065)

 (44,787)

 Adjusted net income attributable to Camping World Holdings, Inc. – basic

 41,133

 177,584

 319,841

 Adjustments related to diluted calculation:

 Reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (l)

 —

 1,479

 —

 Income tax on reallocation of net income attributable to non-controlling interests from the dilutive effect of stock options and restricted stock units (m)

 —

 (405)

 —

 Reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (l)

 36,240

 —

 408,401

 Income tax on reallocation of net income attributable to non-controlling interests from the dilutive redemption of common units in CWGS, LLC (m)

 (8,341)

 —

 (104,543)

 Assumed income tax expense of combining C-Corps with full or partial valuation allowances with the income of other consolidated entities after the dilutive redemption of common units in CWGS, LLC (n)

 —

 —

 (6,169)

 Adjusted net income attributable to Camping World Holdings, Inc. – diluted

 $

 69,032

 $

 178,658

 $

 617,530

 Denominator:

 Weighted-average Class A common shares outstanding – basic

 44,626

 42,386

 45,009

 Adjustments related to diluted calculation:

 Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (o)

 40,045

 —

 43,438

 Dilutive options to purchase Class A common stock (o)

 Dilutive restricted stock units (o)

 1,165

 Adjusted weighted average Class A common shares outstanding – diluted

 84,972

 42,854

 89,762

 Adjusted earnings per share - basic

 $

 0.92

 $

 4.19

 $

 7.11

 Adjusted earnings per share - diluted

 $

 0.81

 $

 4.17

 $

 6.88

 (In thousands except per share amounts)

 2023

 2022

 2021

 Anti-dilutive amounts (p):

 Numerator:

 Reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (l)

 $

 —

 $

 243,670

 $

 —

 Income tax on reallocation of net income attributable to non-controlling interests from the anti-dilutive redemption of common units in CWGS, LLC (m)

 $

 —

 $

 (67,150)

 $

 —

 Assumed income tax benefit of combining C-Corps with full or partial valuation allowances with the income of other consolidated entities after the anti-dilutive redemption of common units in CWGS, LLC (n)

 $

 —

 $

 12,280

 $

 —

 Denominator:

 Anti-dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (p)

 —

 42,045

 —

 Reconciliation of per share amounts:

 Earnings per share of Class A common stock — basic

 $

 0.70

 $

 3.23

 $

 6.19

 Non-GAAP Adjustments (q)

 0.22

 0.96

 0.92

 Adjusted earnings per share - basic

 $

 0.92

 $

 4.19

 $

 7.11

 Earnings per share of Class A common stock — diluted

 $

 0.55

 $

 3.22

 $

 6.07

 Non-GAAP Adjustments (q)

 0.22

 0.96

 0.92

 Dilutive redemption of common units in CWGS, LLC for shares of Class A common stock (r)

 0.04

 —

 (0.10)

 Dilutive options to purchase Class A common stock and/or restricted stock units (r)

 —

 (0.01)

 (0.01)

 Adjusted earnings per share - diluted

 $

 0.81

 $

 4.17

 $

 6.88

 (a)
 Represents the loss and expense incurred on debt restructure and financing expense, which is comprised of $0.4 million in extinguishment of the original issue discount and $1.0 million in extinguishment of capitalized finance costs related to the Previous Term Loan Facility, and $12.1 million in legal and other expenses related to the New Term Loan Facility.

 (b)
 Represents the current and deferred income tax expense or benefit effect of the above adjustments, many of which are related to entities with full valuation allowances for which no tax benefit can be currently recognized. This assumption uses effective tax rates between 25.0% and 25.5% for the adjustments for 2023, 2022 and 2021, which represents the estimated tax rate that would apply had the above adjustments been included in the determination of our non-GAAP metric.

 (c)
 Represents long-lived asset impairment charges related to the RV and Outdoor Retail segment. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

 (d)
 Represents the loss on termination of operating leases resulting from lease termination fees and the derecognition of the operating lease assets and liabilities. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

 (e)
 Represents an adjustment to eliminate the gains and losses on disposal and sales of various assets.

 (f)
 Represents non-cash equity-based compensation expense relating to employees, directors, and consultants of the Company.

 (g)
 Represents an adjustment to eliminate the losses and gains on remeasurement of the Tax Receivable Agreement primarily due to changes in our blended income tax rate. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

 (h)
 Represents restructuring costs relating to Active Sports Restructuring during the year ended December 31, 2023 and our 2019 Strategic Shift for periods that ended on or before December 31, 2022. These restructuring costs include one-time employee termination benefits, incremental inventory reserve charges, and other associated costs. These costs exclude lease termination costs, which are presented separately above. See Note 5 – Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

 (i)
 Represents loss and impairment on investments in equity securities and interest income relating to any notes receivables with those investments for periods beginning after December 31, 2022. Amounts relating to periods prior to 2023 were not significant. These amounts are included in other expense, net in the consolidated statements of operations. During the year ended December 31, 2023, this amount included a $1.3 million impairment on an equity method investment.

 (j)
 Represents income tax (benefit) expense relating to the LLC Conversion, which was primarily from adjustments for certain deferred tax assets that were written off or had changes in their valuation allowance. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

 (k)
 Represents the adjustment to net income attributable to non-controlling interests resulting from the above adjustments that impact the net income of CWGS, LLC. This adjustment uses the non-controlling interest's weighted average ownership of CWGS, LLC of 47.3%, 49.8% and 49.1% for the years ended December 31, 2023, 2022 and 2021, respectively.

 (l)
 Represents the reallocation of net income attributable to non-controlling interests from the impact of the assumed change in ownership of CWGS, LLC from stock options, restricted stock units, and/or common units of CWGS, LLC.

 (m)
 Represents the income tax expense effect of the above adjustment for reallocation of net income attributable to non-controlling interests. This assumption uses effective tax rates between 25.0% and 25.5% for the adjustments for 2023, 2022 and 2021.

 (n)
 Typically represents adjustments to reflect the income tax benefit of losses of consolidated C-Corps that under the Company's equity structure, prior to the LLC Conversion, could not be used against the income of other consolidated subsidiaries of CWGS, LLC. However, for the year ended December 31, 2021, this adjustment included the reversal of $15.2 million benefit from changes in the valuation allowance for CW. Subsequent to the redemption of all common units in CWGS, LLC and prior to the LLC Conversion, the Company believes certain actions could be taken such that the C-Corps' losses could offset income of other consolidated subsidiaries. The adjustment reflects the income tax benefit assuming effective tax rates between 25.0% and 25.5% for the adjustments for 2023, 2022 and 2021 for the losses experienced by the consolidated C-Corps for which valuation allowances have been recorded. No assumed release of valuation allowance established for previous periods were included in these amounts. The $15.2 million release of valuation allowance during the year ended December 31, 2021 was considered to be reversed and excluded from adjusted net income attributable to Camping World Holdings, Inc. – diluted for purposes of this calculation. Beginning in 2023, these C-Corp losses offset income of other consolidated subsidiaries as a result of LLC Conversion at or around December 31, 2022. See Note 12 – Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.

 (o)
 Represents the impact to the denominator for stock options, restricted stock units, and/or common units of CWGS, LLC.

 (p)
 The below amounts have not been considered in our adjusted earnings per share – diluted amounts as the effect of these items are anti-dilutive.

 (q)
 Represents the per share impact of the Non-GAAP adjustments to net income detailed above (see (a) through (k) above).

 (r)
 Represents the per share impact of stock options, restricted stock units, and/or common units of CWGS, LLC from the difference in their dilutive impact between the GAAP and Non-GAAP earnings per share calculations.

 As discussed under "Our Corporate Structure Impact on Income Taxes" in Part II, Item 7 of this Form 10-K, our "Up-C" corporate structure may make it difficult to compare our results with those of companies with a more traditional corporate structure. There can be a significant fluctuation in the numerator and denominator for the calculation of our adjusted earnings per share – diluted depending on if the common units in CWGS, LLC are considered dilutive or anti-dilutive for a given period. To improve comparability of our financial results, users of our financial statements may find it useful to review our earnings per share assuming the full redemption of common units in CWGS, LLC for all periods, even when those common units would be anti-dilutive. The relevant numerator and denominator adjustments have been provided under "Anti-dilutive amounts" in the table above (see (p) above).

 Liquidity and Capital Resources
 General
 Our primary requirements for liquidity and capital have been working capital, inventory management, acquiring and building new store locations, the improvement and expansion of existing store locations, debt service, distributions to holders of equity interests in CWGS, LLC and our Class A common stock, and general corporate needs. These cash requirements have historically been met through cash provided by operating activities, cash and cash equivalents, proceeds from registered offerings of our Class A common stock, borrowings under our Senior Secured Credit Facilities (as defined in Part II, Item 8 of this Form 10-K), borrowings under our Floor Plan Facility (as defined in Part II, Item 8 of this Form 10-K), and borrowings under our Real Estate Facilities (as defined in Part II, Item 8 of this Form 10-K).
 Our additional liquidity needs are expected to include public company costs, payment of cash dividends, any exercise of the redemption right by the Continuing Equity Owners from time to time (should we elect to redeem common units for a cash payment), our stock repurchase program as described below, payments under the Tax Receivable Agreement, and state and federal taxes to the extent not reduced as a result of the Tax Receivable Agreement. The Continuing Equity Owners may exercise such redemption right for as long as their common units remain outstanding. Although the actual timing and amount of any payments that may be made under the Tax Receivable Agreement will vary, we expect that the payments that we will be required to make to the Continuing Equity Owners, Former Profits Unit Holders, and Crestview Partners II GP, L.P. will be significant. Any payments made by us to Continuing Equity Owners, Former Profits Unit Holders, and Crestview Partners II GP, L.P. under the Tax Receivable Agreement will generally reduce

 the amount of overall cash flow that might have otherwise been available to us or to CWGS, LLC and, to the extent that we are unable to make payments under the Tax Receivable Agreement for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us; provided, however, that nonpayment for a specified period may constitute a material breach of a material obligation under the Tax Receivable Agreement and therefore may accelerate payments due under the Tax Receivable Agreement. For a discussion of the Tax Receivable Agreement, see Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
 Stock Repurchase Program
 In October 2020, our Board of Directors initially authorized a stock repurchase program for the repurchase of up to $100.0 million of our Class A common stock, expiring on October 31, 2022. In August 2021 and January 2022, our Board of Directors authorized increases to the stock repurchase program for the repurchase of up to an additional $125.0 million and $152.7 million, respectively, of our Class A common stock. Following these extensions, the stock repurchase program now expires on December 31, 2025. Repurchases under the program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund the repurchase and may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at our discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. We may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of our shares under this authorization. This program does not obligate us to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the Board's discretion. We expect to fund the repurchases using cash on hand.
 During the year ended December 31, 2023, we did not repurchase shares of Class A common stock. During the year ended December 31, 2022, we repurchased 2,592,524 shares of our Class A common stock for $79.8 million, including broker commissions. As of December 31, 2023, $120.2 million was available under the stock repurchase program to repurchase additional shares of our Class A common stock.
 Dividends
 On May 24, 2023, in conjunction with the announcement of the declaration of the second quarter 2023 dividend to holders of Class A common stock, we announced that we had initiated an analysis of our capital allocation strategy as part of our commitment to driving long-term growth and maintaining a competitive dividend. After completing the capital allocation strategy analysis during July 2023, we announced on August 1, 2023, that the Board of Directors approved a decrease of the quarterly cash dividend to $0.125 per share of Class A common stock from $0.625 per share, beginning with the quarterly cash dividend to be paid in September 2023. The quarterly cash dividends paid in September and December of 2023 were funded entirely from the Excess Tax Distribution (as defined under "Dividend Policy" included in Part II, Item 5 of this Form 10-K), with no portion funded by common unit cash distributions from CWGS, LLC. We believe that this decrease in the quarterly cash dividend will help us utilize that capital to continue to execute our expansion plans through accretive RV dealership acquisitions.
 For each of the quarters from the three months ended March 31, 2022 to the three months ended June 30, 2023, we paid a quarterly cash dividend on our Class A common stock of $0.625 per share, which was funded with a $0.15 per common unit cash distribution from CWGS, LLC and the remaining $0.475 per share of Class A common stock funded with all or a portion of the Excess Tax Distribution.
 Our ability to pay cash dividends on our Class A common stock depends on, among other things, our results of operations, financial condition, level of indebtedness, capital requirements, contractual restrictions, restrictions in our debt agreements and in any preferred stock, restrictions under applicable law, the extent to which such distributions would render CWGS, LLC insolvent, our business prospects and other factors that our Board of Directors may deem relevant. Our dividend policy has certain risks and limitations particularly with respect to liquidity, and we may not pay future dividends according to our policy, or at all. See "Dividend Policy" included in Part II, Item 5 of this Form 10-K and "Risk Factors Risks Relating to Ownership of Our Class A Common Stock "Our ability to pay regular and special dividends on our Class A common stock is subject to

 the discretion of our Board of Directors and may be limited by our structure and statutory restrictions" included in Part I, Item 1A of this Form 10-K.
 Acquisitions and Capital Expenditures
 During the year ended December 31, 2023, the RV and Outdoor Retail segment purchased real property for an aggregate purchase price of $67.2 million.
 Over the next twelve months, our expansion of dealerships through acquisition and construction is expected to cost between $71.5 million and $114.9 million from a combination of business acquisitions and capital expenditures relating to land, buildings, and improvements. Included in this range is $71.5 million related to business acquisitions where, at a minimum, we have already signed a letter of intent with the seller. These cost estimates exclude amounts for acquired inventories, which are primarily financed through our Floor Plan Facility. Additionally, the cost estimates do not consider potential funding received through sale leaseback transactions or other means for real estate and construction activities. We are in the early stages of evaluating additional dealership acquisition opportunities and will update our cost estimates in future periodic reports, if necessary, as there are further developments. Factors that could impact the quantity of future locations or the cost to acquire or open those locations include, but are not limited to, our ability to locate potential acquisition targets or greenfield locations in a geographic area and at a cost that meets our success criteria; continued strong cash flow generation from our operations to fund these acquisitions and new locations; and availability of financing on our Floor Plan Facility. We expect the additional cash requirements of the other announced initiatives to be immaterial.
 Tax Receivable Agreement Liability
 The aggregate estimated payments under the Tax Receivable Agreement at December 31, 2023, were as follows (in thousands):

 As of

 2024

 $

 12,943

 2025

 12,277

 2026

 12,599

 2027

 13,042

 2028

 13,500

 98,448

 Total

 $

 162,809

 See Note 12 — Income Taxes to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for additional information.
 2019 Strategic Shift
 In connection with the 2019 Strategic Shift during the year ended December 31, 2023, we incurred $4.0 million of other associated costs. The process of identifying subtenants and negotiating lease terminations has been delayed, which initially was in part due to the COVID-19 pandemic, and these delays are expected to continue. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals. We expect that the ongoing lease-related costs relating to the 2019 Strategic Shift, net of associated sublease income, will be less than $4.0 million per year. For a discussion of the 2019 Strategic Shift and other restructuring activities, see Note 5 Restructuring and Long-Lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
 Other Cash Requirements or Commitments
 Substantially all of our new RV inventory and, at times, certain of our used RV inventory is financed under our Floor Plan Facility (defined in Note 4 – Inventories and Floor Plan Payables to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). See "Summary of Credit Facilities, Other

 Long-Term Debt, and Finance Lease Arrangements" for a summary of the cash requirements related to our indebtedness.
 See Note 11 Lease Obligations to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of cash requirements relating to operating and finance lease obligations.
 See Note 14 — Commitments and Contingencies to our consolidated financial statements included in Part II, Item 8 of this Form 10-K for a discussion of cash requirements relating to service and marketing sponsorship agreements.
 Sources of Liquidity and Capital
 We believe that our sources of liquidity and capital including cash provided by operating activities and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part II, Item 7 of this Form 10-K), including additional borrowing capacity where applicable, will be sufficient to finance our continued operations, growth strategy, including the opening of any additional store locations, quarterly cash dividends (as described above), required payments for our obligations under the Tax Receivable Agreement, and additional expenses we expect to incur for at least the next twelve months.
 However, we cannot assure you that our cash provided by operating activities, cash and cash equivalents or cash available under our Revolving Credit Facility, our Floor Plan Facility, and our Real Estate Facilities, will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future and if availability under our Revolving Credit Facility, our Floor Plan Facility, and our Real Estate Facilities is not sufficient, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that indebtedness may impose significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all, including the expected additional borrowings noted above and particularly in light of the current macroeconomic uncertainty. See "Risk Factors — Risks Related to our Business — Our ability to operate and expand our business and to respond to changing business and economic conditions will depend on the availability of adequate capital" included in Part I, Item 1A of this Form 10-K.
 As of December 31, 2023 and 2022, we had working capital of $401.3 million and $611.3 million, respectively, including $39.6 million and $130.1 million, respectively, of cash and cash equivalents. Our working capital reflects the cash provided by deferred revenue and gains reported under current liabilities of $92.4 million and $95.7 million as of December 31, 2023 and 2022, respectively. Deferred revenue primarily consists of cash collected for club memberships and roadside assistance contracts in advance of services to be provided, which is deferred and recognized as revenue over the life of the membership, and deferred revenue for the annual guide. We use net proceeds from this deferred membership revenue to lower our long-term borrowings and finance our working capital needs. Our Floor Plan Facility includes a flooring line aggregate interest reduction ("FLAIR") offset account that allows us to transfer cash as an offset to the payables under the Floor Plan Facility. At December 31, 2023, and 2022, the FLAIR offset account was $145.0 million and $217.7 million, respectively, of which $73.2 million and $159.1 million, respectively, could have been withdrawn while remaining in compliance with the financial covenants of the Floor Plan Facility.
 Seasonality
 We have experienced, and expect to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in our business. See Note 1 Summary of Significant Accounting Policies — Seasonality to our consolidated financial statements included in Part II, Item 8 of this Form 10-K and "Risk Factors — Risks Related to our Business — Our business is seasonal and this leads to fluctuations in revenues" included in Part I, Item 1A of this Form 10-K.

 Cash Flow
 The following table shows summary cash flow information for the years ended December 31, 2023 and 2022, respectively:

 (In thousands)

 2023

 2022

 Net cash provided by operating activities

 $

 310,807

 $

 189,783

 Net cash used in investing activities

 (369,406)

 (422,535)

 Net cash (used in) provided by financing activities

 (31,885)

 95,551

 Net decrease in cash and cash equivalents

 $

 (90,484)

 $

 (137,201)

 Operating activities. Our cash flows from operating activities are primarily collections from contracts in transit and customers following the sale of new and used vehicles, as well as from the sale of retail products and services and Good Sam services and plans. Contracts in transit represent amounts due from third-party lenders from whom pre-arranged agreements have been determined, and to whom the retail installment sales contracts have been assigned. Our primary uses of cash from operating activities are repayments of vehicle floor plan payables, payments to retail product suppliers, personnel-related expenditures, payments related to leased property, advertising, and various consumer services program costs.
 Net cash provided by operating activities was $310.8 million for the year ended December 31, 2023, an increase of $121.0 million from $189.8 million of net cash provided by operating activities for the year ended December 31, 2022. The increase was primarily due to a $455.3 million increase in the working capital adjustment for inventory, a $42.6 million increase in the working capital adjustment for accounts payable and accrued expenses, a $21.2 million increase in the working capital adjustment for prepaid expenses and other assets, a $7.1 million increase in the working capital adjustment for operating lease liabilities, and a $5.0 million increase in long-lived asset impairment, partially offset by a $300.4 million reduction in net income, a $55.2 million decrease in deferred income taxes, a $19.8 million decrease in the working capital adjustment for accounts receivable and contracts in transit, an $11.7 million decrease in depreciation and amortization, a $9.8 million decrease in equity-based compensation, an $8.2 million decrease in deferred revenue, a $5.8 million increase in gain on sale or disposal of assets, and a $1.7 million increase in gain on lease termination.
 Investing activities. Our investment in business activities primarily consists of expanding our operations through organic growth and the acquisition of store locations. Substantially all of our new store locations and capital expenditures have been financed using cash provided by operating activities and borrowings under our various credit facilities, other long-term debt, and finance lease arrangements, as applicable (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Item 7 of Part II of this Form 10-K).
 The table below summarizes our capital expenditures for the years ended December 31, 2023 and 2022, respectively:

 (In thousands)

 2023

 2022

 IT hardware and software

 $

 14,889

 $

 15,145

 Greenfield and acquired dealership locations

 41,968

 66,353

 Existing store locations

 57,591

 71,336

 Corporate and other

 16,632

 2,092

 Total capital expenditures

 $

 131,080

 $

 154,926

 Our capital expenditures consist primarily of investing in acquired and greenfield retail and RV dealership locations, existing store locations, information technology, hardware and software. The expected capital expenditures relating to new dealerships and real estate purchases for the year ending December 31, 2024 are discussed above. As of December 31, 2023, we had entered into contracts for construction of new and existing dealership buildings for an aggregate future commitment of $25.6 million. There were no other material commitments for capital expenditure.

 Net cash used in investing activities was $369.4 million for the year ended December 31, 2023. The $369.4 million of cash used in investing activities was comprised of $209.5 million for the acquisition of RV dealerships, net of cash acquired, $131.1 million of capital expenditures primarily related to store locations, $67.2 million for the purchase of real property, $3.4 million for purchase of and loans to other investments, and $2.2 million for the purchase of intangible assets, partially offset by proceeds from the sale of real property of $40.8 million and proceeds of $3.2 million from the sale of property and equipment. See Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
 Net cash used in investing activities was $422.5 million for the year ended December 31, 2022. The $422.5 million of cash used in investing activities was comprised of $154.9 million of capital expenditures primarily related to store locations, $217.0 million for the purchase of RV and outdoor retail businesses and a publication business, $55.7 million for the purchase of real property, $3.0 million for purchase of other investments, and $0.9 million for the purchase of intangible assets, partially offset by proceeds from the sale of real property of $7.4 million and proceeds of $1.6 million from the sale of property and equipment. See Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
 Financing activities. Our financing activities primarily consist of proceeds from the issuance of debt and the repayment of principal and debt issuance costs.
 Our net cash used in financing activities was $31.9 million for the year ended December 31, 2023. The $31.9 million of cash used in financing activities was primarily due to $66.8 million of dividends paid on Class A common stock, $39.0 million of payments on long-term debt, $31.5 million of member distributions, $6.9 million of withholding taxes paid upon the vesting of restricted stock units ("RSU"), $5.5 million of payments on finance leases, $0.9 million for debt issuance costs payments and $0.2 million of payments on sale-leaseback arrangement, partially offset by $59.3 million of net proceeds from borrowings under the Floor Plan Facility, $59.2 million of proceeds from long-term debt and $0.4 million of proceeds from exercise of stock options.
 Our net cash provided by financing activities was $95.6 million for the year ended December 31, 2022. The $95.6 million of cash provided by financing activities was primarily due to $314.1 million of net proceeds from borrowings under the Floor Plan Facility (as defined below), $127.8 million of proceeds from long-term debt under our Real Estate Facilities (as defined below), $28.0 million of proceeds from a sale-leaseback arrangement, $6.0 million of proceeds from landlord funded construction on finance leases, and $0.5 million of proceeds from exercise of stock options, partially offset by $163.0 million of member distributions, $105.4 million of dividends paid on Class A common stock, $79.8 million for the repurchase of Class A common stock, $12.3 million of payments on long-term debt, $11.1 million of withholding taxes paid upon the vesting of restricted stock units ("RSUs"), $6.0 million for finance lease payments, and $3.2 million of debt issuance costs.
 Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements
 As of December 31, 2023 and 2022, we had outstanding debt in the form of our Senior Secured Credit Facilities, our Floor Plan Facility, our Real Estate Facilities, other long-term debt, and finance lease obligations. We may from time to time seek to refinance, retire or exchange our outstanding debt. Such refinancings, repayments or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material. For additional information regarding our interest rate risk and interest rate hedging instruments, see "Quantitative and Qualitative Disclosures About Market Risk" in Part II, Item 7A of this Form 10-K.

 The following table shows a summary of the outstanding balances, current portion, and remaining available borrowings under our credit facilities, other long-term debt and finance lease arrangements. See definitions and further details in Note 4 – Inventories and Floor Plan Payables, Note 10 – Long-Term Debt, and Note 11 – Lease Obligations to our consolidated financial statements included in Part II, Item 8 of this Form 10-K) at December 31, 2023:

 Current

 Remaining

 (In thousands)

 Outstanding

 Portion

 Available

 Floor Plan Facility:

 Notes payable - floor plan

 $

 1,371,145

 $

 1,371,145

 $

 264,811

 (1)

 Revolving line of credit

 —

 49,115

 (2)

 Senior Secured Credit Facilities:

 Term Loan Facility

 1,346,229

 14,015

 —

 Revolving Credit Facility

 —

 —

 22,750

 (3)

 Other:

 Real Estate Facilities

 183,892

 (4)

 8,648

 (4)

 68,394

 (5)

 Other long-term debt

 8,246

 —

 Finance lease obligations

 114,884

 17,133

 —

 $

 3,045,281

 $

 1,411,263

 $

 405,070

 (1)
 The unencumbered borrowing capacity for the Floor Plan Facility represents the additional borrowing capacity less any accounts payable for sold inventory and less any purchase commitments. Additional borrowings are subject to the vehicle collateral requirements under the Floor Plan Facility. In July 2023, an amendment to the Floor Plan Facility increased the borrowing capacity under the floor plan notes payable by $150.0 million.

 (2)
 The revolving line of credit borrowings are subject to a borrowing base calculation but were not limited as of December 31, 2023.

 (3)
 The Revolving Credit Facility remaining available balance was reduced by outstanding undrawn letters of credit. The Credit Agreement requires compliance with a Total Net Leverage Ratio covenant when borrowings on the Revolving Credit Facility (excluding certain amounts relating to letters of credit) is over a 35%, or $22.8 million, threshold (Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). The otherwise remaining available borrowings of $60.1 million were reduced by $37.3 million to $22.8 million in light of this financial covenant at December 31, 2023.

 (4)
 Includes $17.3 million outstanding and $0.9 million current portion that are classified as liabilities related to assets held for sale (see Note 6 – Assets Held for Sale).

 (5)
 Additional borrowings on the Real Estate Facilities are subject to a debt service coverage ratio covenant and to the property collateral requirements under the Real Estate Facilities. During the first quarter of 2024, we expect to complete approximately $55.0 million of additional borrowings in aggregate on the Real Estate Facilities.

 We have experienced an increase in interest rates, which are expected to remain elevated into 2024. As of December 31, 2023 and 2022, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 7.28% and 6.01%, respectively. As of December 31, 2023 and 2022, the average interest rate for the Term Loan Facility was 7.97% and 6.80%, respectively. The increase in interest rates and, to a lesser extent, higher average principal balances on our Real Estate Facilities have resulted in a combined year-over-year increase in our floor plan interest expense and other interest expense, net of $100.6 million for 2023 compared to 2022.
 Other Long-Term Debt
 Other long-term debt is comprised of a mortgage on a property, which matures in December 2026, and a promissory note assumed as part of a real estate purchase. See Note 10 – Long-Term Debt to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
 Finance Lease Obligation
 From time to time, we enter into finance leases typically for real estate and/or information technology equipment. See Note 11 – Leases to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.

 Sale/Leaseback Arrangements
 We have in the past and may in the future enter into sale-leaseback transactions to finance certain property acquisitions and capital expenditures, pursuant to which we sell property and/or leasehold improvements to third parties and agree to lease those assets back for a certain period of time. Such sales generate proceeds which vary from period to period.
 On February 8, 2022, FRHP Lincolnshire, LLC sold three properties for a total sale price of $28.0 million. Concurrent with the sale of these properties, we entered into three separate twenty-year lease agreements, whereby we will lease back the properties from the acquiring company. Under each lease agreement, FR has four consecutive options to extend the lease term for additional periods of five years for each option. This transaction is accounted for as a financing transaction. We recorded a liability for the amount received, will continue to depreciate the non-land portion of the assets, and have imputed an interest rate so that the net carrying amount of the financial liability and remaining non-land assets will be zero at the end of the initial lease terms. The financial liability is included in other long-term liabilities in the consolidated balance sheet as of December 31, 2023.
 Deferred Revenue
 Deferred revenue consists of our sales for products and services not yet recognized as revenue at the end of a given period. Our deferred revenue as of December 31, 2023 was $159.1 million. Deferred revenue is expected to be recognized as revenue as set forth in the following table (in thousands):

 As of

 2024

 $

 92,366

 2025

 33,217

 2026

 17,233

 2027

 9,305

 2028

 4,274

 2,751

 Total

 $

 159,146

 Recent Accounting Pronouncements
 See discussion of recently adopted and recently issued accounting pronouncements in Note 1 — Summary of Significant Accounting Policies to our consolidated financial statements in Part II, Item 8 of this Form 10-K.
 Critical Accounting Estimates
 We prepare our consolidated financial statements in conformity with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. We base our estimates on historical experience, outside advice from parties believed to be experts in such matters, and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions or using different assumptions. Our significant accounting policies can be found in Note 1 — Summary of Significant Accounting Policies to our consolidated financial statements included in Part II, Item 8 of this Form 10-K.
 Revenue Recognition — Finance and Insurance Chargebacks
 Finance and insurance revenue is recorded net, since we are acting as an agent in the transaction, and is recognized when a finance and insurance product contract payment has been received or financing has

 been arranged. The proceeds that the Company receives for arranging financing contracts, selling extended service contracts, and selling other insurance products, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. In the case of insurance products and extended service contracts, the stated period typically extends from one to seven years with the refundable revenue declining over the contract term. These proceeds are recorded as variable consideration, net of estimated chargebacks. Chargebacks are estimated based on ultimate future cancellation rates by product type and year sold using a combination of actuarial methods and leveraging our historical experience using data extending back to 2014, adjusted for new consumer trends. The chargeback liabilities included in the estimate of variable consideration totaled $68.2 million and $76.4 million as of December 31, 2023 and December 31, 2022, respectively, which are recorded as part of other current liabilities and other long-term liabilities on our consolidated balance sheets. If cancellation rates on products sold during 2023 and 2022 were to increase by 100 basis points, our chargeback liabilities would have increased by $5.9 million as of December 31, 2023 and finance and insurance, net revenue for the year ended December 31, 2023, would have decreased by the same amount.
 Long-Lived Assets — Impairment
 Our long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Our long-lived asset groups exist predominantly at the individual store location level and the associated impairment analysis involves the comparison of an asset group's estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets. For long-lived asset groups identified with carrying values not recoverable by future undiscounted cash flows, impairment charges are recognized to the extent the sum of the discounted future cash flows from the use of the asset group is less than the carrying value. The impairment charge is allocated to the individual long-lived assets within an asset group; however, an individual long-lived asset is not impaired below its individual fair value, if readily determinable. The measurement of any impairment loss includes estimation of the fair value of the asset group's respective operating lease assets, which includes estimates of market rental rates based on comparable lease transactions. We believe our estimated cash flows are sufficient to support the carrying value of our long-lived assets. If estimated cash flows significantly differ in the future, we may be required to record additional asset impairments. For the years ended December 31, 2023, 2022, and 2021, we recorded long-lived asset impairment of $9.3 million, $4.2 million, and $3.0 million, respectively (see Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K).
 Inventories — Products, Parts, Accessories and Other
 In assessing lower of cost or net realizable value for products, parts, accessories and other inventories, we typically consider (i) the aging of the inventory item, (ii) historical sales experience of the inventory item, and (iii) current market conditions and trends for the inventory item. We also review and consider the following metrics related to sales of inventory items (both on a recent and longer-term historical basis): (i) days of supply in our inventory, and (ii) average selling price if sold at less than original cost. We then determine the appropriate level of inventory cost adjustment required to reduce our inventory to the lower of cost or net realizable value and record the resulting adjustment in the period in which we determine a loss has occurred. If future demand or market conditions for our products are less favorable than forecasted or if unforeseen circumstances negatively impact the utility of inventory, we may be required to record additional write-downs, which would negatively affect the results of operations in the period when the write-downs are recorded. For the year ended December 31, 2023, we recorded incremental inventory reserve charges of $4.3 million relating to the Active Sports Restructuring and, for the year ended December 31, 2021, we recorded incremental inventory reserve charges of $15.0 million relating to our 2019 Strategic Shift (see Note 5 – Restructuring and Long-lived Asset Impairment to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). If there was a decrease in net realizable value of our products, parts, accessories and other inventory that resulted in a 100 basis point decrease in the cost of that inventory at December 31, 2023, the resulting inventory cost adjustment would be $2.0 million.

 Deferred Tax Assets and Tax Receivable Agreement Liability — Valuation
 When Continuing Equity Owners redeemed common units in CWGS, LLC for Class A common stock, CWH received an equal number of common units to the quantity of shares of Class A common stock issued to the Continuing Equity Owners. When CWH acquired this additional ownership in CWGS, LLC in the form of common units, it received a significant step-up in outside tax basis on the underlying assets held by CWGS, LLC. The step-up was principally equivalent to the difference between (1) the fair value of the underlying assets on the date of the redemption and (2) the tax basis in the underlying assets, multiplied by the percentage of common units acquired. The majority of the step-up in basis was related to intangible assets, primarily goodwill, and is included within deferred tax assets on our consolidated balance sheets. The computation of the step-up required valuations of the intangible assets of CWGS, LLC and has the same complexities and estimates as our purchase accounting on acquisitions (see Note 16 – Acquisitions to our consolidated financial statements included in Part II, Item 8 of this Form 10-K). In addition, the step-up is governed by complex IRS rules that limit which class and amount of step-up is deductible. Given the magnitude of the deferred tax assets and complexity of the calculations, small adjustments to our model used to calculate these deferred tax assets can result in material changes to the amounts recognized, especially in years that include redemptions by Continuing Equity Owners. If more common units of CWGS, LLC are redeemed by Continuing Equity Owners, the percentage of CWH's ownership of CWGS, LLC will increase, and additional deferred tax assets will be created as additional tax basis step-ups occur and such amounts are likely to be material.
 Pursuant to the Tax Receivable Agreement, CWH makes annual payments to the Original Equity Owners that had previously redeemed common units in CWGS, LLC equivalent to 85% of any tax benefits CWH realizes on each year's tax return from the additional tax deductions arising from the step-up in tax basis. As of December 31, 2023 and 2022, we had recorded Tax Receivable Agreement liabilities of $162.8 million and $170.6 million, respectively, for the future cash obligations expected to be paid under the Tax Receivable Agreement, which were not discounted. The calculation of this liability is a function of the step-up described above and, therefore, has the same complexities and estimates. Similar to the deferred tax assets, these liabilities would likely increase materially if Continuing Equity Owners redeem additional common units of CWGS, LLC. As of December 31, 2023, if there was a 100 basis point increase or decrease in the estimated income tax rate, the Tax Receivable Agreement liability would increase or decrease by $6.5 million, respectively.
 ITEM 7a. QUANTITATIVE AND QUALITATIVE DISCLOSURES OF MARKET RISK
 We are exposed to market risk from changes in interest rates. This market risk arises in the normal course of business, as we do not engage in speculative trading activities. The following analysis provides quantitative information regarding this risk.
 Interest Rate Risk
 Our operating results are subject to risk from interest rate fluctuations on our Senior Secured Credit Facilities, our Floor Plan Facility, and our Real Estate Facilities, which carry variable interest rates. Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. Because our Senior Secured Credit Facilities, Floor Plan Facility, and Real Estate Facilities bear interest at variable rates, we are exposed to market risks relating to changes in interest rates. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control.
 Based on December 31, 2023 debt levels (see Liquidity and Capital Resources — Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements in Part II, Item 7 of this Form 10-K), an increase or decrease of 100 basis points in the effective interest rate would cause an increase or decrease in interest expense:
 • under our Term Loan Facility of $13.8 million over the next 12 months;
 • under our Floor Plan Facility of approximately $13.9 million over the next 12 months;

 •

 under our Floor Plan Facility revolving line of credit of approximately $0.2 million over the next 12 months;

 • under our Real Estate Facilities of approximately $2.0 million over the next 12 months; and
 • under our Other Long-Term Debt would be immaterial.
 See "Results of Operations" and "Summary of Credit Facilities, Other Long-Term Debt, and Finance Lease Arrangements" in Part II, Item 7 of this Form 10-K for a discussion of interest expense for the year ended December 31, 2023 compared to the year ended December 31, 2022.
 We do not use derivative financial instruments for speculative or trading purposes, but this does not preclude our adoption of specific hedging strategies in the future.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 Consolidated Financial Statements
 Years Ended December 31, 2023, 2022, and 2021
 Contents
 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)

 Consolidated Financial Statements

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Stockholders' Equity

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial Statements

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To the stockholders and the Board of Directors of Camping World Holdings, Inc., and subsidiaries
 Opinion on the Financial Statements
 We have audited the accompanying consolidated balance sheets of Camping World Holdings, Inc., and subsidiaries (the "Company") as of December 31, 2023, and 2022, the related consolidated statements of operations, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedules listed in the Index at Item 15(a)(2) (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
 We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 26, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.
 Basis for Opinion
 These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
 Critical Audit Matters
 The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
 Revenue Recognition — Chargebacks related to Extended Service Contracts and Other Insurance Products - Refer to Note 1 to the consolidated financial statements
 Critical Audit Matter Description
 The Company acts as an agent in selling certain extended service contracts and other insurance products ("insurance product contracts") with multi-year terms to customers on behalf of third-party insurance providers.

 The proceeds the Company receives for selling insurance product contracts are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. The proceeds are recorded as variable consideration, net of estimated chargebacks. The Company estimates chargebacks by developing an estimate of ultimate future cancellation rates using a combination of actuarial methods which leverage the Company's historical chargeback experience.
 Given the judgment involved in developing an estimate of ultimate future cancellation rates used to estimate the chargeback liabilities, auditing this assumption required a high degree of auditor judgment, including the use of our actuarial specialists, in performing audit procedures to evaluate the reasonableness of management's estimate. Therefore, we identified this as a critical audit matter.
 How the Critical Audit Matter Was Addressed in the Audit
 Our audit procedures related to the ultimate future cancellation rates used to estimate the chargeback liabilities included the following, among others:

 Testing the effectiveness of controls over the calculation of the chargeback liabilities, which includes the estimation of future cancellation rates.

 Inspecting standard insurance product contracts for each contract type to evaluate whether the arrangements in effect were consistent with the assumptions used to calculate the chargeback liabilities.

 Testing the underlying data that served as the basis for the actuarial analyses, to evaluate whether the inputs to the actuarial estimate were accurate and complete.

 With the assistance of our actuarial specialists we:

 Developed a range of the chargeback liabilities based on independently estimated ultimate future cancellation rates, which we compared to the liabilities estimated by management.

 Evaluated the Company's ability to estimate the ultimate future cancellation rates by comparing its historical estimates with actual chargeback payments.

 Long-Lived Asset Impairment — Refer to Notes 1 and 5 to the consolidated financial statements
 Critical Audit Matter Description
 The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Its long-lived asset groups exist predominantly at the individual store location level and the associated impairment analysis involves the comparison of an asset group's estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets. For long-lived asset groups identified with carrying values not recoverable by future undiscounted cash flows, impairment charges are recognized to the extent the sum of the discounted future cash flows from the use of the asset group is less than the carrying value. The impairment charge is allocated to the individual long-lived assets within an asset group; however, an individual long-lived asset is not impaired below its individual fair value, if readily determinable. The measurement of any impairment loss includes estimation of the fair value of the asset group's respective operating lease assets, which includes estimates of market rental rates based on comparable lease transactions.
 Management exercises significant judgment in identifying whether events or changes in circumstances indicate that an asset group's long-lived asset carrying amount may not be recoverable and in determining the assumptions used in the estimation of future cash flows to estimate the fair value of an asset group's long-lived assets. As a result, a high degree of auditor judgment and an increased extent of effort is required, including

 the use of valuation specialists in evaluating management's estimates of market rental rates. Therefore, we identified this as a critical audit matter.
 How the Critical Audit Matter Was Addressed in the Audit
 Our audit procedures related to management's identification of impairment indicators and estimation of an asset group's future cash flows included the following, among others:

 Testing the effectiveness of controls over the impairment of long-lived assets, including those over the estimation of future cash flows and current market rental rates for select store locations.

 Evaluating the methodology and assumptions used by management to identify impairment indicators by:

 Inspecting the Company's impairment indicator analysis to determine if contradictory evidence existed as to the completeness of the population of potentially impaired store locations.

 Evaluating the accuracy of long-lived assets recorded to individual asset groups, as well as the identification of store level cash flows attributable to each asset group.

 Comparing individual store level current and historical operating results to the general ledger to assess the reliability of information used.

 Reading board of director meeting minutes, while considering available industry information and macroeconomic trends.

 Evaluating the reasonableness of the methodology used by management and the assumptions used in the estimation of future cash flows, by performing the following procedures for selected store locations:

 Comparing the minimum projected cash flows required to recover the carrying amount of the store location to historical chain-wide average cash flows for comparable locations with similar economic circumstances and relevant location characteristics.

 Analyzing the duration of projected cash flows used to assess store profitability.

 Evaluating the consistency of projected cash flows with other relevant information obtained in our audit, such as internal forecasts and industry information.

 With the assistance of our valuation specialists we:

 Compared the relevant lease datapoints (i.e., lease start date, square footage, rent per square foot) used in the Company's estimate to an independent industry database where such information was publicly available.

 Identified additional comparable lease datapoints of similar square footage to the store location in the related geographic market and calculated a range of rent per square foot and average rent per square foot for similar lease types.

 Evaluated the reasonableness of the market rental rates by comparing to the respective market data, considering the level of similarity of the location with the age, size, and proximity of the comparable lease datapoints.

 Where available, we compared the rent per square foot for sublease offers and current negotiations with potential tenants to the market rental rate assumption for the related locations to determine if the market rental rate assumption was reasonably supported by the current offers on the actual property.

 /s/ Deloitte & Touche LLP
 Chicago, Illinois

 We have served as the Company's auditor since 2018.

 Consolidated Balance Sheets
 (In Thousands Except Per Share Amounts)

 2023

 2022

 Assets

 Current assets:

 Cash and cash equivalents

 $

 39,647

 $

 130,131

 Contracts in transit

 60,229

 50,349

 Accounts receivable, net

 128,070

 112,411

 Inventories

 2,042,949

 2,123,858

 Prepaid expenses and other assets

 48,353

 66,913

 Assets held for sale

 29,864

 —

 Total current assets

 2,349,112

 2,483,662

 Property and equipment, net

 834,426

 758,281

 Operating lease assets

 740,052

 742,306

 Deferred tax assets, net

 157,326

 143,226

 Intangible assets, net

 13,717

 20,945

 Goodwill

 711,222

 622,423

 Other assets

 39,829

 29,304

 Total assets

 $

 4,845,684

 $

 4,800,147

 Liabilities and stockholders' equity

 Current liabilities:

 Accounts payable

 $

 133,516

 $

 127,691

 Accrued liabilities

 149,096

 147,833

 Deferred revenues

 92,366

 95,695

 Current portion of operating lease liabilities

 63,695

 61,745

 Current portion of finance lease liabilities

 17,133

 10,244

 Current portion of Tax Receivable Agreement liability

 12,943

 10,873

 Current portion of long-term debt

 22,121

 25,229

 Notes payable – floor plan, net

 1,371,145

 1,319,941

 Other current liabilities

 68,536

 73,076

 Liabilities related to assets held for sale

 17,288

 —

 Total current liabilities

 1,947,839

 1,872,327

 Operating lease liabilities, net of current portion

 763,958

 764,835

 Finance lease liabilities, net of current portion

 97,751

 94,216

 Tax Receivable Agreement liability, net of current portion

 149,866

 159,743

 Revolving line of credit

 Long-term debt, net of current portion

 1,498,958

 1,484,416

 Deferred revenues

 66,780

 70,247

 Other long-term liabilities

 85,440

 85,792

 Total liabilities

 4,631,477

 4,552,461

 Commitments and contingencies

 Stockholders' equity:

 Preferred stock, par value $ 0.01 per share – 20,000 shares authorized; none issued and outstanding

 —

 —

 Class A common stock, par value $ 0.01 per share – 250,000 shares authorized; 49,571 and 47,571 shares issued, respectively; 45,020 and 42,441 shares outstanding, respectively

 Class B common stock, par value $ 0.0001 per share – 75,000 shares authorized; 39,466 and 41,466 shares issued, respectively; 39,466 and 41,466 shares outstanding, respectively

 Class C common stock, par value $ 0.0001 per share – 0.001 share authorized, issued and outstanding

 —

 —

 Additional paid-in capital

 98,280

 106,051

 Treasury stock, at cost; 4,551 and 5,130 shares, respectively

 ( 159,440)

 ( 179,732)

 Retained earnings

 185,244

 221,031

 Total stockholders' equity attributable to Camping World Holdings, Inc.

 124,584

 147,830

 Non-controlling interests

 89,623

 99,856

 Total stockholders' equity

 214,207

 247,686

 Total liabilities and stockholders' equity

 $

 4,845,684

 $

 4,800,147

 See accompanying Notes to Consolidated Financial Statements

 Consolidated Statements of Operations
 (In Thousands Except Per Share Amounts)

 2023

 2022

 2021

 $

 193,827

 $

 192,128

 $

 180,722

 2,576,278

 3,228,077

 3,299,454

 1,979,632

 1,877,601

 1,686,217

 870,038

 999,214

 1,100,942

 623,456

 598,475

 46,537

 47,944

 6,032,720

 6,774,885

 6,733,032

 Total revenue

 6,967,013

 6,913,754

 Costs applicable to revenue (exclusive of depreciation and amortization shown separately below):

 59,391

 71,966

 72,877

 2,175,819

 2,576,276

 2,423,478

 1,574,238

 1,418,053

 1,247,794

 533,625

 631,010

 706,074

 4,825

 7,424

 7,203

 4,288,507

 4,632,763

 4,384,549

 Total costs applicable to revenue

 4,347,898

 4,704,729

 4,457,426

 Operating expenses:

 Selling, general, and administrative

 1,538,988

 1,606,984

 1,573,609

 Debt restructure expense

 —

 —

 12,078

 66,418

 Long-lived asset impairment

 9,269

 4,231

 3,044

 Lease termination

 ( 103)

 1,614

 2,211

 (Gain) loss on sale or disposal of assets

 ( 5,222)

 ( 576)

 Total operating expenses

 1,611,575

 1,693,755

 1,656,784

 Income from operations

 267,074

 568,529

 799,544

 Other expense:

 Floor plan interest expense

 ( 83,075)

 ( 42,031)

 ( 14,108)

 ( 135,270)

 ( 75,745)

 ( 46,912)

 Loss on debt restructure

 —

 —

 ( 1,390)

 2,442

 ( 2,813)

 ( 1,769)

 ( 752)

 ( 122)

 Total other expense

 ( 217,672)

 ( 118,414)

 ( 65,345)

 49,402

 450,115

 734,199

 1,199

 ( 99,084)

 ( 92,124)

 Less: net income attributable to non-controlling interests

 ( 19,557)

 ( 214,084)

 ( 363,614)

 Net income attributable to Camping World Holdings, Inc.

 $

 $

 $

 Earnings per share of Class A common stock:

 Basic

 $

 0.70

 $

 3.23

 6.19

 Diluted

 $

 0.55

 $

 3.22

 6.07

 Weighted average shares of Class A common stock outstanding:

 Basic

 44,626

 42,386

 45,009

 Diluted

 84,972

 42,854

 89,762

 See accompanying Notes to Consolidated Financial Statements

 Consolidated Statements of Stockholders' Equity

 Additional

 Retained

 Non-

 Class A Common Stock

 Class B Common Stock

 Class C Common Stock

 Paid-In

 Treasury Stock

 Earnings

 Controlling

 Capital

 (Deficit)

 Interest

 Total

 Balance at January 1, 2021

 42,799

 $

 45,999

 $

 —

 $

 —

 $

 63,342

 ( 572)

 $

 ( 15,187)

 $

 ( 21,814)

 $

 ( 36,005)

 $

 ( 9,231)

 Equity-based compensation

 —

 —

 —

 —

 —

 —

 24,490

 —

 —

 —

 23,446

 Exercise of stock options

 —

 —

 —

 —

 —

 —

 ( 1,651)

 5,762

 —

 —

 4,111

 Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options

 —

 —

 —

 —

 —

 —

 ( 2,017)

 —

 —

 —

 2,017

 —

 Vesting of restricted stock units

 —

 —

 —

 —

 —

 —

 ( 28,493)

 34,756

 —

 ( 6,263)

 —

 Repurchases of Class A common stock for withholding taxes on vested RSUs

 —

 —

 —

 —

 —

 —

 ( 989)

 ( 303)

 ( 11,100)

 —

 —

 ( 12,089)

 Stock award to employee

 —

 —

 —

 —

 —

 —

 ( 15,551)

 19,586

 —

 ( 4,035)

 —

 Repurchases of Class A common stock for withholding taxes on stock award to employee

 —

 —

 —

 —

 —

 —

 ( 160)

 ( 197)

 ( 7,567)

 —

 —

 ( 7,727)

 Repurchases of Class A common stock to treasury stock

 —

 —

 —

 —

 —

 —

 74,487

 ( 3,989)

 ( 156,256)

 —

 ( 74,487)

 ( 156,256)

 Redemption of LLC common units for Class A common stock

 4,722

 ( 4,533)

 ( 1)

 —

 —

 15,685

 —

 —

 —

 1,392

 17,123

 Distributions to holders of LLC common units

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 193,735)

 ( 193,735)

 Dividends (1)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 67,176)

 —

 ( 67,176)

 Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability

 —

 —

 —

 —

 —

 —

 ( 31,137)

 —

 —

 —

 —

 ( 31,137)

 Non-controlling interest adjustment

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 107)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 363,614

 Balance at December 31, 2021

 47,521

 $

 41,466

 $

 —

 $

 —

 $

 98,113

 ( 3,390)

 $

 ( 130,006)

 $

 189,471

 $

 75,837

 $

 233,894

 Equity-based compensation

 —

 —

 —

 —

 —

 —

 13,897

 —

 —

 —

 16,830

 30,727

 Exercise of stock options

 —

 —

 —

 —

 —

 —

 ( 349)

 —

 —

 Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options

 —

 —

 —

 —

 —

 —

 ( 245)

 —

 —

 —

 —

 Vesting of restricted stock units

 —

 —

 —

 —

 —

 —

 ( 35,831)

 1,211

 42,640

 —

 ( 6,600)

 Repurchases of Class A common stock for withholding taxes on vested RSUs

 —

 —

 —

 —

 —

 —

 2,371

 ( 383)

 ( 13,499)

 —

 —

 ( 11,128)

 Repurchases of Class A common stock to treasury stock

 —

 —

 —

 —

 —

 —

 27,561

 ( 2,593)

 ( 79,757)

 —

 ( 37,774)

 ( 89,970)

 Redemption of LLC common units for Class A common stock

 —

 —

 —

 —

 —

 —

 —

 ( 45)

 Disgorgement of short-swing profits by Section 16 officer

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Distributions to holders of LLC common units

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 162,963)

 ( 162,963)

 Dividends (1)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 105,387)

 —

 ( 105,387)

 Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Non-controlling interest adjustment

 —

 —

 —

 —

 —

 —

 ( 242)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 214,084

 Balance at December 31, 2022

 47,571

 $

 41,466

 $

 —

 $

 —

 $

 106,051

 ( 5,130)

 $

 ( 179,732)

 $

 221,031

 $

 99,856

 $

 247,686

 Additional

 Retained

 Non-

 Class A Common Stock

 Class B Common Stock

 Class C Common Stock

 Paid-In

 Treasury Stock

 Earnings

 Controlling

 Capital

 (Deficit)

 Interest

 Total

 Equity-based compensation

 —

 —

 —

 —

 —

 —

 9,458

 —

 —

 —

 11,391

 20,849

 Exercise of stock options

 —

 —

 —

 —

 —

 —

 ( 238)

 —

 —

 Non-controlling interest adjustment for capital contribution of proceeds from the exercise of stock options

 —

 —

 —

 —

 —

 —

 ( 485)

 —

 —

 —

 ( 324)

 Vesting of restricted stock units

 —

 —

 —

 —

 —

 —

 ( 25,080)

 29,542

 —

 ( 4,024)

 Repurchases of Class A common stock for withholding taxes on vested RSUs

 —

 —

 —

 —

 —

 —

 3,016

 ( 283)

 ( 9,877)

 —

 —

 ( 6,861)

 Redemption of LLC common units for Class A common stock

 2,000

 ( 2,000)

 —

 —

 —

 8,653

 —

 —

 —

 ( 4,739)

 3,934

 Distributions to holders of LLC common units

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 31,510)

 ( 31,510)

 Dividends (1)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 ( 66,831)

 —

 ( 66,831)

 Establishment of liabilities under the Tax Receivable Agreement and related changes to deferred tax assets associated with that liability

 —

 —

 —

 —

 —

 —

 ( 4,164)

 —

 —

 —

 —

 ( 4,164)

 Non-controlling interest adjustment

 —

 —

 —

 —

 —

 —

 1,069

 —

 —

 —

 ( 1,069)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 —

 19,557

 Balance at December 31, 2023

 49,571

 $

 39,466

 $

 —

 $

 —

 $

 98,280

 ( 4,551)

 $

 ( 159,440)

 $

 185,244

 $

 89,623

 $

 214,207

 (1)
 The Company declared dividends per share of Class A common stock of $ 1.50, $ 2.50 and $ 1.48 per share in 2023, 2022, and 2021, respectively.

 See accompanying Notes to Consolidated Financial Statements

 Consolidated Statements of Cash Flows

 2023

 2022

 2021

 Operating activities

 $

 $

 $

 Adjustments to reconcile net income to net cash provided by operating activities:

 66,418

 Equity-based compensation

 24,086

 33,847

 (Gain) loss on lease termination

 ( 103)

 1,614

 2,211

 Loss on debt restructure

 —

 —

 1,390

 Long-lived asset impairment

 9,269

 4,231

 3,044

 (Gain) loss on sale or disposal of assets

 ( 5,222)

 ( 576)

 Provision for losses on accounts receivable

 ( 892)

 1,610

 Non-cash lease expense

 61,045

 59,647

 60,519

 Accretion of original debt issuance discount

 2,207

 2,602

 1,330

 Non-cash interest

 2,846

 2,077

 2,513

 Deferred income taxes

 ( 11,880)

 43,301

 ( 5,890)

 ( 2,442)

 ( 114)

 2,813

 Change in assets and liabilities, net of acquisitions:

 Receivables and contracts in transit

 ( 23,957)

 ( 4,111)

 ( 28,797)

 Inventories

 200,940

 ( 254,319)

 ( 629,830)

 Prepaid expenses and other assets

 16,070

 ( 5,104)

 ( 4,676)

 Accounts payable and other accrued expenses

 ( 42,303)

 52,694

 Payment pursuant to Tax Receivable Agreement

 ( 10,937)

 ( 11,322)

 ( 8,089)

 Deferred revenue

 ( 6,796)

 1,451

 14,761

 Operating lease liabilities

 ( 60,033)

 ( 67,097)

 ( 63,462)

 CARES Act deferral of payroll taxes

 —

 ( 14,706)

 ( 14,616)

 Other, net

 ( 2,925)

 7,463

 10,626

 Net cash provided by operating activities

 310,807

 189,783

 154,004

 Investing activities

 Purchases of property and equipment

 ( 131,080)

 ( 154,926)

 ( 118,657)

 Proceeds from sale of property and equipment

 3,204

 1,623

 2,199

 Purchases of real property

 ( 67,194)

 ( 55,666)

 ( 129,154)

 Proceeds from the sale of real property

 40,785

 7,352

 3,635

 Purchases of businesses, net of cash acquired

 ( 209,459)

 ( 217,034)

 ( 100,117)

 Purchases of and loans to other investments

 ( 3,444)

 ( 3,000)

 ( 7,983)

 Purchases of intangible assets

 ( 2,218)

 ( 884)

 ( 5,695)

 Net cash used in investing activities

 $

 ( 369,406)

 $

 ( 422,535)

 $

 ( 355,772)

 Consolidated Statements of Cash Flows (continued)

 2023

 2022

 2021

 Financing activities

 Proceeds from long-term debt

 59,227

 127,759

 430,698

 Payments on long-term debt

 ( 38,958)

 ( 12,322)

 ( 177,948)

 Net proceeds on notes payable – floor plan, net

 59,280

 314,061

 487,946

 Borrowings on revolving line of credit

 —

 —

 20,000

 Payments on revolving line of credit

 —

 —

 ( 20,000)

 Proceeds from landlord funded construction on finance leases

 —

 6,028

 —

 Payments on finance leases

 ( 5,497)

 ( 5,977)

 ( 2,871)

 Proceeds from sale-leaseback arrangement

 —

 27,951

 —

 Payments on sale-leaseback arrangement

 ( 187)

 ( 132)

 —

 Payment of debt issuance costs

 ( 937)

 ( 3,181)

 ( 1,925)

 Dividends on Class A common stock

 ( 66,831)

 ( 105,387)

 ( 67,176)

 Proceeds from exercise of stock options

 4,111

 RSU shares withheld for tax

 ( 6,861)

 ( 11,128)

 ( 12,089)

 Stock award shares withheld for tax

 —

 —

 ( 7,727)

 Repurchases of Class A common stock to treasury stock

 —

 ( 79,757)

 ( 156,256)

 Disgorgement of short-swing profits by Section 16 officer

 —

 —

 Distributions to holders of LLC common units

 ( 31,510)

 ( 162,963)

 ( 193,735)

 Net cash (used in) provided by financing activities

 ( 31,885)

 95,551

 303,028

 (Decrease) increase in cash and cash equivalents

 ( 90,484)

 ( 137,201)

 101,260

 Cash and cash equivalents at beginning of the period

 130,131

 267,332

 166,072

 Cash and cash equivalents at end of the period

 $

 39,647

 $

 130,131

 $

 267,332

 See accompanying Notes to Consolidated Financial Statements

 Notes to Consolidated Financial Statements
 1. Summary of Significant Accounting Policies
 Principles of Consolidation and Basis of Presentation
 The consolidated financial statements include the accounts of Camping World Holdings, Inc. ("CWH") and its subsidiaries (collectively, the "Company") and are presented in accordance with accounting principles generally accepted in the United States ("GAAP"). All intercompany accounts and transactions of the Company and its subsidiaries have been eliminated in consolidation.
 CWH was formed on March 8, 2016 as a Delaware corporation for the purpose of facilitating an initial public offering (the "IPO") and other related transactions in order to carry on the business of CWGS Enterprises, LLC ("CWGS, LLC"). CWGS, LLC was formed in March 2011 when it received, through contribution from its then parent company, all of the membership interests of Affinity Group Holding, LLC and FreedomRoads Holding Company, LLC ("FreedomRoads"). The IPO and related reorganization transactions that occurred on October 6, 2016 resulted in CWH as the sole managing member of CWGS, LLC, with CWH having sole voting power in and control of the management of CWGS, LLC (see Note 19 — Stockholders' Equity). CWH's position as sole managing member of CWGS, LLC, includes periods where CWH held a minority economic interest in CWGS, LLC. As of December 31, 2023, 2022, and 2021, CWH owned 52.9 %, 50.2 % and 51.2 %, respectively, of CWGS, LLC. Accordingly, the Company consolidates the financial results of CWGS, LLC and reports a non-controlling interest in its consolidated financial statements.
 The Company does not have any components of other comprehensive income recorded within its consolidated financial statements and, therefore, does not separately present a statement of comprehensive income in its consolidated financial statements.
 Description of the Business
 Camping World Holdings, Inc., together with its subsidiaries, is the world's largest retailer of RVs and related products and services. As noted above, CWGS, LLC is a holding company and operates through its subsidiaries. The Company has the following two reportable segments: (i) Good Sam Services and Plans and (ii) RV and Outdoor Retail. See Note 23 – Segments Information for further information about the Company's segments. Within the Good Sam Services and Plans segment, the Company primarily derives revenue from the sale of the following offerings: emergency roadside assistance plans; commissions on property and casualty insurance programs; travel assist programs; extended vehicle service contracts; vehicle financing and refinancing assistance; and consumer publications and directories. Within the RV and Outdoor Retail segment, the Company primarily derives revenue from the sale of new and used RVs; commissions on the finance and insurance contracts related to the sale of RVs; the sale of RV service and collision work; the sale of RV parts, accessories, and supplies; the sale of outdoor products, equipment, gear and supplies; business to business distribution of RV furniture, and the sale of Good Sam Club memberships and co-branded credit cards. The Company operates a national network of RV dealerships and service centers as well as a comprehensive e-commerce platform, primarily under the Camping World brand, and markets its products and services primarily to RV and outdoor enthusiasts.

 Cybersecurity Incident
 The Company relies on the integrity, security and successful functioning of its information technology systems and network infrastructure (collectively, "IT Systems") across its operations. In February 2022, the Company announced the occurrence of a cybersecurity incident that resulted in the encryption of certain IT Systems and theft of certain data and information (the "Cybersecurity Incident"). The Cybersecurity Incident resulted in the Company's temporary inability to access certain of its IT Systems, caused by the disabling of some of its IT Systems by the threat actor and the Company temporarily taking certain other IT Systems offline as a precautionary measure. The Company engaged leading outside forensics and cybersecurity experts, launched containment and remediation efforts and a forensic investigation, which was completed as of September 30, 2022. The Company is continuing to take measures to enhance its IT Systems. Through its investigation, the Company identified that personal information of approximately 30,000 individuals was acquired without authorization, including, depending on the individual, dates of birth, Social Security numbers, and driver's license numbers. The Company complied with notification obligations in accordance with relevant law and cooperated with law enforcement.
 The Company has incurred costs related to investigation, containment, and remediation and expects to continue to incur incremental costs for the remediation of the Cybersecurity Incident, including legal and other professional fees, and investments to enhance the security of its IT Systems. Other actual and potential consequences include, but are not limited to, negative publicity, reputational damage, lost trust with customers, and regulatory enforcement action. In December 2022, three putative class action complaints were filed against the Company and certain of its subsidiaries arising out of the Cybersecurity Incident. The Company and plaintiffs executed a settlement agreement to resolve the putative class action complaints for an immaterial amount subject to court approval. On December 12, 2023 the court granted preliminary approval of the settlement agreement and set a final approval hearing for April 17, 2024.
 The Company does not expect that the Cybersecurity Incident will cause future disruptions to its business or that the Cybersecurity Incident, including anticipated costs associated with pending litigation, will have a future material impact on its business, results of operations or financial condition.
 Use of Estimates
 The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from those estimates. In preparing these consolidated financial statements, management has made its best estimates and judgments of certain amounts included in the consolidated financial statements, giving due consideration to materiality. The Company bases its estimates and judgments on historical experience and other assumptions that management believes are reasonable. However, application of these accounting policies involves the exercise of judgment and use of assumptions as to future uncertainties and, as a result, actual results could differ materially from these estimates. The Company periodically evaluates estimates and assumptions used in the preparation of the consolidated financial statements and makes changes on a prospective basis when adjustments are necessary. Significant estimates made in the accompanying consolidated financial statements include certain assumptions related to accounts receivable, inventory, goodwill, intangible assets, long-lived assets, long-lived asset impairments, program cancellation reserves, chargebacks, accruals related to estimated tax liabilities, product return reserves, and other liabilities.
 Cash and Cash Equivalents
 The Company considers all short-term, highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short-term maturity of these instruments. Outstanding checks that are in excess of the cash balances at certain banks are included in accrued liabilities in the accompanying consolidated balance sheets, and changes in the amounts are reflected in operating cash flows in the accompanying consolidated statement of cash flows.

 Contracts in Transit, Accounts Receivable and Current Expected Credit Losses
 Contracts in transit consist of amounts due from non-affiliated financing institutions on retail finance contracts from vehicle sales for the portion of the vehicle sales price financed by the Company's customers. These retail installment sales contracts are typically funded within ten days of the initial approval of the retail installment sales contract by the third-party lender.
 Accounts receivable are stated at realizable value, net of an allowance for credit losses. Accounts receivable balances due in excess of one year was $ 8.8 million at December 31, 2023 and $ 9.6 million at December 31, 2022, which are included in other assets in the accompanying consolidated balance sheets.
 The allowance for credit losses is based on management's assessment of the collectability of its customer accounts. The Company regularly reviews the composition of the accounts receivable aging, historical bad debts, changes in payment patterns, customer creditworthiness, current economic trends, and reasonable and supportable forecasts about the future. Relevant risk characteristics include customer size and historical loss patterns. Management has evaluated the expected credit losses related to contracts in transit and determined that no allowance for credit losses was required at December 31, 2023 and 2022. Management additionally has evaluated the expected credit losses related to accounts receivable and determined that allowances for credit losses of approximately $ 3.0 million as of December 31, 2023 and $ 4.2 million as of December 31, 2022 were required.
 The following table details the changes in the allowance for credit losses relating to current receivables (in thousands):
 The following table details the changes in the allowance for credit losses relating to current receivables (in thousands):

 2023

 2022

 Allowance for credit losses:

 Balance, beginning of period

 $

 4,222

 $

 4,711

 Charged to bad debt expense

 ( 954)

 Deductions (1)

 ( 290)

 ( 1,164)

 Balance, end of period

 $

 2,978

 $

 4,222

 (1)
 These amounts primarily relate to the write off of uncollectable accounts after collection efforts have been exhausted.

 Concentration of Credit Risk
 The Company's most significant industry concentration of credit risk is with financial institutions from which the Company has recorded receivables and contracts in transit. These financial institutions provide financing to the Company's customers for the purchase of a vehicle in the normal course of business. These receivables are short-term in nature and are from various financial institutions located throughout the United States.
 The Company has cash deposited in various financial institutions that is in excess of the insurance limits provided by the Federal Deposit Insurance Corporation. The amount in excess of FDIC limits at December 31, 2023 and 2022 was approximately $ 47.4 million and $ 146.4 million, respectively.
 The Company is potentially subject to concentrations of credit risk in accounts receivable. Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers and their geographic dispersion.
 Inventories
 New and used RV inventories consist primarily of new and used recreational vehicles held for sale valued using the specific-identification method and valued at the lower of cost or net realizable value. Cost includes purchase costs, reconditioning costs, dealer-installed accessories, and freight. For vehicles accepted in trades, the cost is the fair value of such used vehicles at the time of the trade-in plus reconditioning costs. Products, parts, accessories, and other inventories primarily consist of installable parts, as well as retail travel and leisure specialty merchandise and are stated at lower of cost or net realizable value using the first in, first

 out method. The cost of RV and Outdoor Retail inventories primarily consists of the direct cost of the merchandise including freight and rebates. A portion of the products, parts, accessories and other inventory includes capitalized labor relating to assembly.
 Assets Held for Sale
 The Company continually evaluates its portfolio for non-strategic assets and classifies assets and liabilities to be sold ("Disposal Group") as held for sale in the period in which all specified GAAP criteria are met. Upon determining that a Disposal Group meets the criteria to be classified as held for sale, but does not meet the criteria for discontinued operations, the Company reports the assets and liabilities of the Disposal Group, if material, as separate line items on the consolidated balance sheets and ceases to record depreciation and amortization relating to the Disposal Group.
 The Company initially measures a Disposal Group that is classified as held for sale at the lower of its carrying value or fair value less any costs to sell. Any loss resulting from this measurement is recognized in the period in which the held for sale criteria are met. Conversely, gains are not recognized on the sale of a Disposal Group until the date of sale. The estimated fair value for Disposal Groups comprised of properties are typically based on appraisals and/or offers from prospective buyers.
 Property and Equipment, net
 Property and equipment is recorded at historical cost, net of accumulated depreciation and amortization, and, if applicable, impairment charges. Depreciation of property and equipment is provided using the straight-line method over the following estimated useful lives of the assets:

 Years

 Building and improvements

 Leasehold improvements

 3 - 40

 Furniture, fixtures and equipment

 3 - 12

 Software

 3 - 5

 Leasehold improvements are amortized over the useful lives of the assets or the remaining term of the respective lease, whichever is shorter.
 Leases
 Leases are recorded in accordance with Accounting Standards Codification ("ASC") 842, Leases ("ASC 842") (see Note 11 — Lease Obligations). The Company leases property and equipment throughout the United States primarily under finance and operating leases. For leases with initial lease terms at commencement that are greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Many of the Company's leases include rental escalation clauses, renewal options and/or termination options that are factored into the determination of lease payments when appropriate. The Company aggregates non-lease components with the related lease components when evaluating the accounting treatment for property, equipment, and billboard leases.
 Many of the Company's lease agreements include fixed rental payments. Certain of its lease agreements include fixed rental payments that are adjusted periodically for changes in the Consumer Price Index ("CPI"). Payments based on a change in an index or a rate, rather than a specified index or rate, are not considered in the determination of lease payments for purposes of measuring the related lease liability. While lease liabilities are not remeasured as a result of changes to the CPI, changes to the CPI are typically treated as variable lease payments and recognized in the period in which the obligation for those payments is incurred. Common area maintenance, property tax, and insurance associated with triple net leases, as well as payments based on revenue generated at certain leased locations, are included in variable lease costs, but are not included in the measurement of the lease liability.
 Most of the Company's real estate leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at the

 Company's sole discretion. If it is reasonably certain that the Company will exercise such options, the periods covered by such options are included in the lease term and are recognized as part of the operating lease assets and operating lease liabilities. The depreciable life of assets and leasehold improvements are limited to the shorter of the lease term or useful life if there is a transfer of title or purchase option reasonably certain of exercise.
 The Company cannot readily determine the rate implicit in its leases. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The Company estimates its incremental borrowing rate using a yield curve based on the credit rating of its collateralized debt and maturities that are commensurate with the lease term at the applicable commencement or remeasurement date.
 Goodwill and Other Intangible Assets
 Goodwill is evaluated for impairment on an annual basis as of the beginning of the fourth quarter, or more frequently if events or changes in circumstances indicate that the Company's goodwill might be impaired. The Company has the option to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount or the Company elects to not perform a qualitative analysis, then it is required to perform a quantitative impairment test by calculating the fair value of the reporting unit and comparing the fair value with the carrying amount of the reporting unit. If the carrying amount of a reporting unit exceeds its fair value, then the Company records an impairment of goodwill equal to the amount that the carrying amount of a reporting unit exceeds its fair value. (see Note 8 – Goodwill and Intangible Assets). Finite-lived intangibles are recorded at cost, net of accumulated amortization and, if applicable, impairment charges.
 Long-Lived Assets
 Long lived assets are included in property and equipment, which also includes capitalized software costs to be held and used. For the Company's major software systems, such as its accounting and membership systems, its capitalized costs may include some internal or external costs to configure, install and test the software during the application development stage. The Company does not capitalize preliminary project costs, nor does it capitalize training, data conversion costs, maintenance or post development stage costs. The Company's long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company's long-lived asset groups exist predominantly at the individual location level and the associated impairment analysis involves the comparison of an asset group's estimated future undiscounted cash flows over its remaining useful life to its respective carrying value, which primarily includes furniture, equipment, leasehold improvements, and operating lease assets. For long-lived asset groups identified with carrying values not recoverable by future undiscounted cash flows, impairment charges are recognized to the extent the sum of the discounted future cash flows from the use of the asset group is less than the carrying value. The impairment charge is allocated to the individual long-lived assets within an asset group; however, an individual long-lived asset is not impaired below its individual fair value, if readily determinable. The measurement of any impairment loss includes estimation of the fair value of the asset group's respective operating lease assets, which includes estimates of market rental rates based on comparable lease transactions.
 Long-Term Debt
 The fair value of the Company's long-term debt is estimated based on the quoted market prices for the same or similar issues or on the current rates offered for debt of the same or similar remaining maturities.
 Revenue Recognition
 Revenues are recognized by the Company when control of the promised goods or services is transferred to its customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Sales and other taxes collected from the customer concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of

 the contract are recognized as expense. The Company's contracts with customers may include multiple performance obligations. For such arrangements, the Company allocates revenue to each performance obligation based on its relative stand-alone selling price. The Company generally determines stand-alone selling prices based on the prices charged to customers or using the adjusted market assessment approach. The Company presents disaggregated revenue on its consolidated statements of operations.
 The Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period of time between payment and transfer of the promised goods or services will be one year or less. The Company expenses sales commissions when incurred in cases where the amortization period of those otherwise capitalized sales commissions would have been one year or less. The Company does not disclose the value of unsatisfied performance obligations for revenue streams for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for services performed. The Company accounts for shipping and handling as activities to fulfill the promise to transfer the good to the customer and does not evaluate whether shipping and handling is a separate performance obligation.
 Good Sam Services and Plans revenue consists primarily of revenue from publications and marketing fees from various consumer services and plans. Roadside Assistance ("RA") revenues are deferred and recognized over the contractual life of the membership. RA claim expenses are recognized when incurred. Marketing fees for finance, insurance, extended service and other similar products are recognized as variable consideration, net of estimated cancellations, if applicable, when a product contract payment has been received or financing has been arranged. These marketing fees are recorded net as the Company acts as an agent in the transaction. The related estimate for cancellations on the marketing fees for multi-year finance and insurance products utilize actuarial analysis to estimate the exposure. Promotional expenses consist primarily of direct mail advertising expenses and renewal expenses and are expensed at the time related materials are mailed. Newsstand sales of publications and related expenses are recorded as variable consideration at the time of delivery, net of estimated returns. Subscription sales of publications are reflected in income over the lives of the subscriptions. The related selling expenses are expensed as incurred. Advertising revenues and related expenses are recorded at the time of delivery.
 New and Used Vehicles
 RV vehicle revenue consists of sales of new and used recreational vehicles, sales of RV parts and services, and commissions on the related finance and insurance contracts. Revenue from the sale of recreational vehicles is recognized upon completion of the sale to the customer. Conditions to completing a sale include having an agreement with the customer, including pricing, whereby the sales price must be reasonably expected to be collected and having control transferred to the customer.
 Products, Service and Other
 Revenue from RV-related parts, service and other products sales is recognized over time as work is completed, and when parts or other products are delivered to the Company's customers. For service and parts revenues recorded over time, the Company utilizes a method that considers total costs incurred to date and the applicable margin in relation to total expected efforts to complete our performance obligation in order to determine the appropriate amount of revenue to recognize over time.
 The remaining RV and Outdoor retail revenue consists of sales of products, service and other, including RV accessories and supplies, RV furniture, camping, hunting, fishing, skiing, snowboarding, bicycling, skateboarding, marine and watersport equipment and supplies. Revenue from products, service and other is recognized over time as work is completed, and when parts or other products are delivered to the Company's customers. E-commerce sales are recognized when the product is shipped and recorded as variable consideration, which is net of anticipated merchandise returns that reduce revenue and cost of sales in the period that the related sales are recorded.

 When points are awarded to customers under the Good Sam Club program for purchases of products or services, a portion of the product or service revenue is allocated to the points liability based on the relative standalone selling price of the points, net of estimated breakage. The resulting point liability is deferred until the revenue is recognized when the points are redeemed by the customer as a reduction of the purchase price of future purchases of the Company's products or services.
 Finance and Insurance, net
 Finance and insurance revenue is recorded net, since the Company is acting as an agent in the transaction, and is recognized when a finance and insurance product contract payment has been received or financing has been arranged. The proceeds the Company receives for arranging financing contracts, selling extended service contracts, and selling other insurance products, are subject to chargebacks if the customer terminates the respective contract earlier than a stated period. In the case of insurance products and extended service contracts, the stated period typically extends from one to seven years with the refundable revenue declining over the contract term. These proceeds are recorded as variable consideration, net of estimated chargebacks. Chargebacks are estimated based on ultimate future cancellation rates by product type and year sold using a combination of actuarial methods and leveraging the Company's historical experience from the past ten years, adjusted for new consumer trends. The chargeback liabilities included in the estimate of variable consideration totaled $ 68.2 million and $ 76.4 million as of December 31, 2023 and December 31, 2022, respectively, which are recorded as part of other current liabilities and other long-term liabilities on the Company's consolidated balance sheets.
 Good Sam Club revenue consists of revenue from club membership fees and royalty fees from co-branded credit cards. Membership revenue is generated from annual, multiyear and lifetime memberships. The revenue and expenses associated with these memberships are deferred and amortized over the membership period. Unearned revenue and profit are subject to revisions as the membership progresses to completion. Revisions to membership period estimates would change the amount of income and expense amortized in future accounting periods. For lifetime memberships, an 18-year period is used, which is the actuarially determined estimated fulfillment period. Royalty revenue is earned under the terms of an arrangement with a third-party credit card provider based on a percentage of the Company's co-branded credit card portfolio retail spending with such third-party credit card provider and for acquiring new cardholders.
 When points are awarded to cardholders under the co-branded credit card program relating to sign-up or card activity, a portion of the revenue from the third-party credit card provider is allocated to the points liability based on the relative standalone selling price of the points, net of estimated breakage. The resulting point liability is deferred until the revenue is recognized when the points are redeemed by the cardholder as a reduction of the purchase price of future purchases of the Company's products or services or as a credit to their credit card balance.
 Advertising Expenses
 Advertising expenses are expensed as incurred. Advertising expenses for the years ended December 31, 2023, 2022 and 2021 were $ 101.1 million, $ 150.7 million and $ 136.3 million, respectively. Advertising expenses relating to RV and Outdoor Retail segment were included in selling, general and administrative expenses in the consolidated statements of operations. Advertising expenses relating to the Good Sam Services and Plans segment were included in costs applicable to revenues in the consolidated statements of operations, since, by the nature of those revenue streams, they are integral to the generation of those revenues.
 Vendor Allowances
 As a component of the Company's consolidated procurement program, the Company frequently enters into contracts with vendors that provide for payments of rebates or other allowances. These vendor payments are reflected in the carrying value of the inventory when earned or as progress is made toward earning the rebate or allowance and as a component of cost of sales as the inventory is sold. Certain of these vendor

 contracts provide for rebates and other allowances that are contingent upon the Company meeting specified performance measures such as a cumulative level of purchases over a specified period of time. Such contingent rebates and other allowances are given accounting recognition at the point at which achievement of the specified performance measures are deemed to be probable and reasonably estimable.
 Shipping and Handling Fees and Costs
 The Company reports shipping and handling costs billed to customers as a component of revenues, and related costs are reported as a component of costs applicable to revenues. For the years ended December 31, 2023, 2022, and 2021, $ 4.4 million, $ 7.2 million, and $ 8.0 million of shipping and handling fees, respectively, were included in the RV and Outdoor Retail segment as revenue.
 Income Taxes
 The Company recognizes deferred tax assets and liabilities based on the asset and liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences. The Company recognizes the tax benefit from an uncertain tax position in accordance with accounting guidance on accounting for uncertainty in income taxes. The Company classifies interest and penalties relating to income taxes as income tax expense. See Note 12 — Income Taxes for additional information.
 Seasonality
 The Company has experienced, and expects to continue to experience, variability in revenue, net income, and cash flows as a result of annual seasonality in its business. Because RVs are used primarily by vacationers and campers, demand for services, protection plans, products, and resources generally declines during the winter season, while sales and profits are generally highest during the spring and summer months. In addition, unusually severe weather conditions in some geographic areas may impact demand.
 The Company generates a disproportionately higher amount of its annual revenue in its second and third fiscal quarters, which include the spring and summer months. The Company incurs additional expenses in the second and third fiscal quarters due to higher sale volumes, increased staffing in its store locations and program costs. If, for any reason, the Company miscalculates the demand for its products or its product mix during the second and third fiscal quarters, its sales in these quarters could decline, resulting in higher labor costs as a percentage of gross profit, lower margins and excess inventory, which could cause the Company's annual results of operations to suffer and its stock price to decline.
 Additionally, selling, general, and administrative ("SG&A") expenses as a percentage of gross profit tend to be higher in the first and fourth quarters due to the seasonality of the Company's business.
 Due to the Company's seasonality, the possible adverse impact from other risks associated with its business, including atypical weather, consumer spending levels and general business conditions, is potentially greater if any such risks occur during the Company's peak sales seasons.
 Recently Adopted Accounting Pronouncements
 In June 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. This standard clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction that prohibits the sale of an equity security, and requires specific disclosures related to such an equity security. The standard should be applied prospectively. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company early adopted ASU 2021-08 as of January 1, 2023 and the adoption did not materially impact its consolidated financial statements.
 In September 2022, the FASB issued ASU 2022-04, Liabilities Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This standard requires a buyer in a supplier

 finance program to disclose qualitative and quantitative information about the program to allow users to understand the program's nature, activity during the period, changes from period to period and potential magnitude. Most of the disclosures are required only in annual reporting periods, except for the amount of obligation outstanding to be disclosed at each interim reporting period. The standard should be applied retrospectively to each period in which a balance sheet is presented, except for the amendment on rollforward information, which should be applied prospectively. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the disclosure of rollforward information, which is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. As the Company already included many of the required disclosures in the financial statement footnotes prior to issuance, the adoption of the required provisions of this ASU as of January 1, 2023 did not materially impact the Company's consolidated financial statements.
 Recently Issued Accounting Pronouncements
 In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements. For public companies, this standard requires the amortization of leasehold improvements associated with common control leases over the useful life to the common control group. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023, with early adoption permitted. The Company does not expect that the adoption of the provisions of this ASU will have a material impact on its consolidated financial statements.
 In August 2023, the FASB issued ASU 2023-05, Business Combinations Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. This ASU requires joint ventures to recognize a new basis of accounting for contributed net assets as of the formation date, to measure the contributed identifiable net assets at fair value on the formation date using the business combination guidance in ASC 805-20 (with certain exceptions) regardless of whether an investor contributes a business, to measure the net assets' fair value based on 100% of the joint venture's equity immediately following formation, to record goodwill (or an equity adjustment, if negative) for the difference between the fair value of the joint venture's equity and its net assets and to provide disclosures about the nature and financial effect of the formation transaction. The standard is effective prospectively for all joint venture formations with a formation date on or after January 1, 2025, with early adoption permitted. Additionally, for joint ventures that were formed before January 1, 2025, the Company may elect to apply the standard retrospectively. The Company does not expect that the adoption of the provisions of this ASU will have a material impact on its consolidated financial statements.
 In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This ASU requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss. The title and position of the CODM must be disclosed with an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. If the CODM uses more than one measure of a segment's profit or loss in assessing segment performance, and deciding how to allocate resources, an entity may report one or more of those additional measures of segment profit. Additionally, public entities must disclose an amount for "other segment items" by reportable segment representing the difference between segment revenue less the significant expenses disclosed and each reported measure of segment profit or loss, and a description of its composition. Moreover, all annual disclosures about a reportable segment's profit or loss and assets are to be presented in interim periods. The standard should be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant expense categories identified and disclosed in the period of adoption. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.
 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires that public business entities on an annual basis disclose (1) consistent categories and greater disaggregation of information in the rate reconciliation, and (2) income taxes paid disaggregated by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024,

 with early adoption permitted. The Company is currently evaluating the impact that the adoption of the provisions of the ASU will have on its consolidated financial statements.

 2. Revenue
 Contract Assets and Capitalized Costs to Acquire a Contract
 As of December 31, 2023 and 2022, contract assets of $ 16.1 million and $ 18.4 million, respectively, related to RV service revenues were included in accounts receivable in the accompanying consolidated balance sheets. As of December 31, 2023 and 2022, the Company had capitalized costs to acquire a contract consisting of $ 4.5 million and $ 5.1 million, respectively, from the deferral of sales commissions expenses relating to multi-year consumer services and plans and the recording of such expenses over the same period as the recognition of the related revenues.
 Deferred Revenues
 The Company records deferred revenues when cash payments are received or due in advance of the Company's performance, net of estimated refunds that are presented separately as a component of accrued liabilities. For the year ended December 31, 2023, $ 92.6 million of revenues recognized were included in the deferred revenue balance at the beginning of the period. For the year ended December 31, 2022, $ 95.5 million of revenues recognized were included in the deferred revenue balance at the beginning of the period.
 As of December 31, 2023, the Company had unsatisfied performance obligations primarily relating to plans for its roadside assistance, Good Sam Club memberships, Coast to Coast memberships, the annual campground guide, and magazine publication revenue streams. The total unsatisfied performance obligations for these revenue streams at December 31, 2023 and the periods during which the Company expects to recognize the amounts as revenue are presented as follows (in thousands):

 As of

 2024

 $

 92,366

 2025

 33,217

 2026

 17,233

 2027

 9,305

 2028

 4,274

 2,751

 Total

 $

 159,146

 The Company's payment terms vary by the type and location of its customer and the products or services offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products or services are delivered to the customer.

 3. Accounts Receivable
 Accounts receivable consisted of the following at December 31, 2023 and 2022 (in thousands):

 2023

 2022

 $

 17,589

 $

 14,385

 New and used vehicles

 2,830

 3,995

 Parts, service and other

 35,748

 40,708

 Trade accounts receivable

 27,773

 25,352

 Due from manufacturers

 37,190

 23,861

 Other

 9,365

 8,300

 Corporate

 131,048

 116,633

 Allowance for credit losses

 ( 2,978)

 ( 4,222)

 $

 128,070

 $

 112,411

 4. Inventories and Floor Plan Payables
 Inventories consisted of the following at December 31, 2023 and 2022 (in thousands):

 2023

 2022

 Good Sam services and plans

 $

 $

 New RVs

 1,378,403

 1,411,016

 Used RVs

 464,833

 464,310

 Products, parts, accessories and other

 199,261

 247,907

 $

 2,042,949

 $

 2,123,858

 Substantially all of the Company's new RV inventory and certain of its used RV inventory, included in the RV and Outdoor Retail segment, is financed by a floor plan credit agreement with a syndication of banks ("Floor Plan Lenders"). The borrowings under the floor plan credit agreement are collateralized by substantially all of the assets of FreedomRoads, LLC ("FR"), a wholly-owned subsidiary of FreedomRoads, which operates the RV dealerships. The floor plan borrowings are tied to specific vehicles and principal is due upon the sale of the related vehicle or upon reaching certain aging criteria.
 As of December 31, 2023 and 2022, FR maintained floor plan financing through the Eighth Amended and Restated Credit Agreement (as amended from time to time, the "Floor Plan Facility") entered into in September 2021. The Floor Plan Facility at December 31, 2023 allowed FR to borrow (a) up to $ 1.85 billion under a floor plan facility (an increase from $ 1.70 billion, following an amendment to the Floor Plan Facility in July 2023 (the "Floor Plan Amendment")), (b) up to $ 30.0 million under a letter of credit facility and (c) up to a maximum amount outstanding of $ 70.0 million under the revolving line of credit. The maturity date of the Floor Plan Facility is September 30, 2026.
 The Floor Plan Facility also includes an accordion feature allowing FR, at its option, to request to increase the aggregate amount of the floor plan notes payable in $ 50.0 million increments up to a maximum amount of $ 300.0 million, which was reset and increased by the Floor Plan Amendment in July 2023 from a maximum of $ 200.0 million. The Floor Plan Lenders are not under any obligation to provide commitments in respect of any future increase under the accordion feature. Also, the Floor Plan Amendment increased the percentage of the aggregate amount of the floor plan notes payable that may be used to finance used RV inventory to 30 % from 20 %.

 As of December 31, 2023 and 2022, the applicable interest rate for the floor plan notes payable under the Floor Plan Facility was 7.28 % and 6.01 %, respectively. Under the Floor Plan Facility, at the Company's option, the floor plan notes payable, and borrowings for letters of credit, in each case, bear interest at a rate per annum equal to (a) the floating Bloomberg Short-Term Bank Yield Index rate ("BSBY") plus the applicable rate of 1.90 % to 2.50 % determined based on FR's consolidated current ratio, or, (b) the base rate (as described below) plus the applicable rate of 0.40 % to 1.00 % determined based on FR's consolidated current ratio.
 As of December 31, 2023 and 2022, the applicable interest rate for revolving line of credit borrowings under the Floor Plan Facility was 7.63 % and 6.21 %, respectively. Under the Floor Plan Facility, revolving line of credit borrowings bear interest at a rate per annum equal to, at the Company's option, either: (a) a floating BSBY rate, plus 2.25 %, in the case of floating BSBY rate loans, or (b) a base rate determined by reference to the greatest of: (i) the federal funds rate plus 0.50 %, (ii) the prime rate published by Bank of America, N.A. and (iii) the floating BSBY rate plus 1.75 %, plus 0.75 %, in the case of base rate loans. Additionally, under the Floor Plan Facility, the revolving line of credit borrowings are limited by a borrowing base calculation, which did not limit the borrowing capacity at December 31, 2023 and 2022.
 The Floor Plan Facility includes a flooring line aggregate interest reduction ("FLAIR") offset account that allows the Company to transfer cash to the Floor Plan Lenders as an offset to the payables under the Floor Plan Facility. These transfers reduce the amount of liability outstanding under the floor plan borrowings that would otherwise accrue interest, while retaining the ability to withdraw amounts from the FLAIR offset account subject to the financial covenants under the Floor Plan Facility. As a result of using the FLAIR offset account, the Company experiences a reduction in floor plan interest expense in its consolidated statements of operations. As of December 31, 2023 and 2022, FR had $ 145.0 million and $ 217.7 million, respectively, in the FLAIR offset account. The maximum FLAIR percentage of outstanding floor plan borrowings is 35 % under the Floor Plan Facility. The FLAIR offset account does not reduce the outstanding amount of loans under the Floor Plan Facility for purposes of determining the unencumbered borrowing capacity under the Floor Plan Facility.
 Management has determined that the credit agreement governing the Floor Plan Facility includes subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at December 31, 2023 that would trigger a subjective acceleration clause. Additionally, the credit agreement governing the Floor Plan Facility contains certain financial covenants. FR was in compliance with all financial debt covenants at December 31, 2023 and 2022.

 The following table details the outstanding amounts and available borrowings under the Floor Plan Facility as of December 31, 2023 and December 31, 2022 (in thousands):

 2023

 2022

 Floor Plan Facility:

 Notes payable — floor plan:

 Total commitment

 $

 1,850,000

 $

 1,700,000

 Less: borrowings, net of FLAIR offset account

 ( 1,371,145)

 ( 1,319,941)

 Less: FLAIR offset account

 ( 145,047)

 ( 217,669)

 Additional borrowing capacity

 333,808

 162,390

 Less: short-term payable for sold inventory (1)

 ( 41,577)

 ( 33,501)

 Less: purchase commitments (2)

 ( 27,420)

 ( 43,807)

 Unencumbered borrowing capacity

 $

 264,811

 $

 85,082

 Revolving line of credit

 $

 70,000

 $

 70,000

 Less: borrowings

 ( 20,885)

 ( 20,885)

 Additional borrowing capacity

 $

 49,115

 $

 49,115

 Letters of credit:

 Total commitment

 $

 30,000

 $

 30,000

 Less: outstanding letters of credit

 ( 12,300)

 ( 11,371)

 Additional letters of credit capacity

 $

 17,700

 $

 18,629

 (1)
 The short-term payable represents the amount due for sold inventory. A payment for any floor plan units sold is due within three to ten business days of sale. Due to the short term nature of these payables, the Company reclassifies the amounts from notes payable floor plan, net to accounts payable in the Consolidated Balance Sheets. Changes in the vehicle floor plan payable are reported as cash flows from financing activities in the Consolidated Statements of Cash Flows.

 (2)
 Purchase commitments represent vehicles approved for floor plan financing where the inventory has not yet been received by the Company from the supplier and no floor plan borrowing is outstanding.

 5. Restructuring and Long-Lived Asset Impairment
 Restructuring – 2019 Strategic Shift
 On September 3, 2019, the Board of Directors of CWH approved a plan (the "2019 Strategic Shift") to strategically shift its business away from locations where the Company does not have the ability or where it is not feasible to sell and/or service RVs at a sufficient capacity (the "Outdoor Lifestyle Locations"). Of the Outdoor Lifestyle Locations in the RV and Outdoor Retail segment operating at September 3, 2019, the Company has closed or divested 39 Outdoor Lifestyle Locations, two distribution centers, and 20 specialty retail locations relating to the 2019 Strategic Shift. As of December 31, 2020, the Company had completed the store closures and divestitures relating to the 2019 Strategic Shift. During the year ended December 31, 2021, the Company completed its analysis of its retail product offerings that were not RV-related.
 As of December 31, 2021, the activities under the 2019 Strategic Shift were completed with the exception of certain lease termination costs and other associated costs relating to the leases of previously closed locations under the 2019 Strategic Shift. The process of identifying subtenants and negotiating lease terminations has been delayed, which initially was in part due to the COVID-19 pandemic. The timing of these negotiations will vary as both subleases and terminations are contingent on landlord approvals. The Company expects that the ongoing lease-related costs relating to the 2019 Strategic Shift, net of associated sublease income, will be less than $ 4.0 million per year.
 As of December 31, 2023, the Company had incurred total restructuring costs associated with the 2019 Strategic Shift of $ 120.9 million. The breakdown of these costs is as follows:

 one-time employee termination benefits relating to retail store or distribution center closures/divestitures of $ 1.2 million;

 lease termination costs of $ 19.4 million;

 incremental inventory reserve charges of $ 57.4 million; and

 other associated costs of $ 42.9 million.

 The following table details the costs incurred associated with the 2019 Strategic Shift for the periods presented (in thousands):

 2023

 2022

 2021

 2019 Strategic Shift restructuring costs:

 Lease termination costs (1)

 —

 1,316

 1,431

 Incremental inventory reserve charges (2)

 —

 —

 15,017

 Other associated costs (3)

 3,965

 7,026

 10,684

 Total 2019 Strategic Shift restructuring costs

 $

 3,965

 $

 8,342

 $

 27,132

 (1)
 These costs were included in lease termination charges in the consolidated statements of operations. This reflects termination fees paid, net of any gain from derecognition of the related operating lease assets and liabilities.

 (2)
 These costs incurred in 2021 were primarily included in costs applicable to revenues – products, service and other in the consolidated statements of operations.

 (3)
 Other associated costs primarily represent lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift. For the years ended December 31, 2023, 2022 and 2021, costs of approximately $ 4.0 million, $ 7.0 million and $ 10.7 million, respectively, were included in selling, general, and administrative expenses in the consolidated statements of operations.

 The following table details changes in the restructuring accrual associated with the 2019 Strategic Shift (in thousands):

 One-time

 Lease

 Other

 Termination

 Termination

 Associated

 Benefits

 Costs (1)

 Costs (2)

 Total

 Balance at June 30, 2019

 $

 —

 $

 —

 $

 —

 $

 —

 1,239

 13,532

 21,156

 35,927

 ( 1,239)

 ( 13,532)

 ( 20,382)

 ( 35,153)

 Balance at December 31, 2020

 —

 —

 —

 1,650

 10,684

 12,334

 —

 ( 1,650)

 ( 10,532)

 ( 12,182)

 Balance at December 31, 2021

 —

 —

 —

 6,097

 7,026

 13,123

 —

 ( 6,097)

 ( 7,083)

 ( 13,180)

 Balance at December 31, 2022

 —

 —

 —

 —

 3,965

 3,965

 —

 —

 ( 3,676)

 ( 3,676)

 Balance at December 31, 2023

 $

 —

 $

 —

 $

 1,158

 $

 1,158

 (1)
 Lease termination costs exclude the $ 1.3 million, $ 6.1 million, $ 0.2 million, $ 4.8 million and $ 0 of gains from the derecognition of the operating lease assets and liabilities relating to the terminated leases as part of the 2019 Strategic Shift for the six months ended December 31, 2019 and for the years ended December 31, 2020, 2021, 2022 and 2023, respectively.

 (2)
 Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the locations related to the 2019 Strategic Shift.

 The Company evaluated the requirements of ASC No. 205-20, Presentation of Financial Statements – Discontinued Operations relative to the 2019 Strategic Shift and determined that discontinued operations treatment is not applicable. Accordingly, the results of operations of the locations impacted by the 2019 Strategic Shift are reported as part of continuing operations in the accompanying consolidated financial statements.

 Restructuring – Active Sports
 On March 1, 2023, management of the Company determined to implement plans (the "Active Sports Restructuring") to exit and restructure operations of its indirect subsidiary, Active Sports, LLC, a specialty products retail business ("Active Sports") as part of its review of underperforming assets and business lines. Upon liquidating a significant amount of inventory and exiting the related distribution centers, the Company reevaluated its exit plan and concluded instead that it would integrate the remaining operations into its existing distribution and fulfillment infrastructure while maintaining lower inventory levels and a smaller fixed cost structure. These plans have resulted in a much smaller operation and included the closure of the specialty retail location. The incremental inventory reserve charges are based, in part, on the Company's estimates of the discounting necessary to liquidate the Active Sports inventory.
 The activities under the Active Sports Restructuring were substantially completed by December 31, 2023. Certain lease costs will continue to be incurred after December 31, 2023 on the remaining leases if the Company is unable to terminate the leases under acceptable terms or offset the lease costs through sublease arrangements. The Company expects that the ongoing lease-related costs relating to the Active Sports Restructuring, net of associated sublease income, will be less than $ 1.1 million per year.
 As of December 31, 2023, the total restructuring costs associated with the Active Sports Restructuring were $ 5.9 million. The breakdown of these restructuring costs is as follows:

 one-time employee termination benefits relating to the specialty retail store and distribution center closures of $ 0.2 million;

 incremental inventory reserve charges of $ 4.3 million;

 lease termination charges of $ 0.4 million; and

 other associated costs of $ 1.0 million.

 The following table details the costs incurred associated with the Active Sports Restructuring (in thousands):

 2023

 2022

 2021

 Active Sports Restructuring costs:

 One-time termination benefits (1)

 $

 $

 —

 $

 —

 Incremental inventory reserve charges (1)

 4,344

 —

 —

 Lease termination costs (2)

 —

 —

 Other associated costs (3)

 1,003

 —

 —

 Total Active Sports Restructuring costs

 $

 5,915

 $

 —

 $

 —

 (1)
 These costs were included in costs applicable to revenues – products, service and other in the consolidated statements of operations.

 (2)
 These costs were included in lease termination charges in the consolidated statements of operations. As there were no termination fees paid, this represents the non-cash loss associated with the derecognition of the related operating lease assets and liabilities.

 (3)
 Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the Active Sports Restructuring for the periods presented and were included primarily in selling, general, and administrative expenses in the consolidated statements of operations.

 The following table details changes in the restructuring accrual associated with the Active Sports Restructuring (in thousands):

 One-time

 Other

 Termination

 Associated

 Benefits

 Costs (1)

 Total

 Balance at March 31, 2023

 $

 —

 $

 —

 $

 —

 1,003

 1,196

 ( 193)

 ( 1,003)

 ( 1,196)

 Balance at December 31, 2023

 $

 —

 $

 —

 $

 —

 (1)
 Other associated costs primarily represent labor, lease and other operating expenses incurred during the post-close wind-down period for the specialty retail location and distribution centers related to the Active Sports Restructuring.

 Long-Lived Asset Impairment
 During the three months ended March 31, 2023, the Company recorded an impairment charge totaling $ 6.6 million related to the Active Sports Restructuring, of which $ 4.5 million related to intangible assets, and $ 2.1 million related to other long-lived asset categories.
 During the years ended December 31, 2023, 2022 and 2021, the Company had indicators of impairment of the long-lived assets for certain of its locations. Such indicators primarily included decreases in market rental rates for closed locations or based on the Company's review of location performance in the normal course of business, which included the determination to close certain locations. As a result of updating certain assumptions in the long-lived asset impairment analysis for these locations, the Company determined that the fair value of certain long-lived assets were below their carrying value and were impaired.
 The long-lived asset impairment charges were calculated as the amount that the carrying value of these locations exceeded the estimated fair value, except that individual assets cannot be impaired below their individual fair values when that fair value can be determined without undue cost and effort. Estimated fair value is typically based on estimated discounted future cash flows, while property appraisals or market rent analyses are utilized for determining the fair value of certain assets related to properties and leases.
 The following table details long-lived asset impairment charges by type of long-lived asset and by restructuring activity, all of which relate to the RV and Outdoor Retail segment (in thousands):

 2023

 2022

 2021

 Long-lived asset impairment charges by type of long-lived asset:

 Leasehold improvements

 $

 1,857

 $

 2,557

 $

 Operating lease right of use assets

 1,107

 1,613

 2,127

 Furniture and equipment

 Software

 1,362

 —

 —

 Construction in progress and software in development

 —

 —

 Intangible assets

 4,501

 —

 —

 Total long-lived asset impairment charges

 $

 9,269

 $

 4,231

 $

 3,044

 Long-lived asset impairment charges by restructuring activity:

 2019 Strategic Shift

 $

 —

 $

 1,614

 $

 1,399

 Active Sports Restructuring

 6,648

 —

 —

 Unrelated to restructuring activities

 2,621

 2,617

 1,645

 Total long-lived asset impairment charges

 $

 9,269

 $

 4,231

 $

 3,044

 6. Assets Held for Sale
 As of December 31, 2023, five properties from the RV and Outdoor Retail segment, relating to a closed RV dealership and real estate, met the criteria to be classified as held for sale. Additionally, as of December 31, 2023, three of these properties had associated secured borrowings under the Company's Real Estate Facilities (see Note 10 — Long-Term Debt for definition and further details), which will require payment of the associated balance upon sale of the property.
 The following table presents the components of assets held for sale and liabilities related to assets held for sale at December 31, 2023 and 2022 (in thousands):

 2023

 2022

 Assets held for sale:

 Property and equipment, net

 $

 29,864

 $

 —

 $

 29,864

 $

 —

 Liabilities related to assets held for sale:

 Current portion of long-term debt

 $

 $

 —

 Long-term debt, net of current portion

 16,424

 —

 $

 17,288

 $

 —

 7. Property and Equipment, net
 Property and equipment consisted of the following at December 31, 2023 and 2022 (in thousands):

 2023

 2022

 Land

 $

 142,020

 $

 132,728

 Buildings and improvements

 321,054

 265,621

 Leasehold improvements

 339,439

 301,055

 Furniture and equipment

 261,114

 232,449

 Software

 90,835

 87,327

 Construction in progress and software in development

 59,954

 81,256

 1,214,416

 1,100,436

 Less: accumulated depreciation

 ( 379,990)

 ( 342,155)

 Property and equipment, net

 $

 834,426

 $

 758,281

 8. Goodwill and Intangible Assets
 Goodwill
 The following is a summary of changes in the Company's goodwill by business line for the years ended December 31, 2023 and 2022 (in thousands):

 Good Sam

 Services and

 RV and

 Plans

 Outdoor Retail

 Consolidated

 Balance at December 31, 2021 (excluding impairment charges)

 $

 70,713

 $

 654,758

 $

 725,471

 Accumulated impairment charges

 ( 46,884)

 ( 194,953)

 ( 241,837)

 Balance at December 31, 2021

 23,829

 459,805

 483,634

 Acquisitions

 138,384

 138,789

 Balance at December 31, 2022

 24,234

 598,189

 622,423

 Acquisitions

 —

 88,799

 88,799

 Balance at December 31, 2023

 $

 24,234

 $

 686,988

 $

 711,222

 In the fourth quarter of 2023 and 2022, the Company performed its annual goodwill impairment test of the RV and Outdoor Retail, the Good Sam Show, Good Sam Media, and GSS Enterprise reporting units by performing a quantitative analysis. The RV and Outdoor Retail reporting unit is comprised of the entire RV and Outdoor Retail segment. The Good Sam Show, GSS Enterprise, and Good Sam Media reporting units are comprised of a portion of the Good Sam Services and Plans segment. These annual goodwill impairment tests resulted in the determination that the estimated fair value of these reporting units exceeded their carrying value. Therefore, no impairment charge was recorded during the years ended December 31, 2023 and 2022. The Company estimated the fair value of these reporting units using a combination of the guideline public company method under the market approach and the discounted cash flow analysis method under the income approach.
 Intangible Assets
 Finite-lived intangible assets and related accumulated amortization consisted of the following at December 31, 2023 and 2022 (in thousands):

 Cost or

 Accumulated

 Amortization

 Net

 Good Sam Services and Plans:

 Membership, customer lists and other

 $

 9,640

 ( 9,246)

 $

 Trademarks and trade names

 2,132

 ( 238)

 1,894

 Websites

 3,050

 ( 1,118)

 1,932

 RV and Outdoor Retail:

 Customer lists, domain names and other

 5,543

 ( 3,269)

 2,274

 Supplier lists

 1,696

 ( 1,102)

 Trademarks and trade names

 27,251

 ( 21,390)

 5,861

 Websites

 6,325

 ( 5,557)

 $

 55,637

 $

 ( 41,920)

 $

 13,717

 December 31, 2022

 Cost or

 Accumulated

 Amortization

 Net

 Good Sam Services and Plans:

 Membership, customer lists and other

 $

 9,640

 $

 ( 8,971)

 $

 Trademarks and trade names

 2,132

 ( 95)

 2,037

 Websites

 3,050

 ( 682)

 2,368

 RV and Outdoor Retail:

 Customer lists and domain names

 5,626

 ( 2,880)

 2,746

 Supplier lists

 1,696

 ( 763)

 Trademarks and trade names

 29,564

 ( 19,691)

 9,873

 Websites

 7,519

 ( 5,200)

 2,319

 $

 59,227

 $

 ( 38,282)

 $

 20,945

 As of December 31, 2023, the approximate weighted average useful lives of our Good Sam Services and Plans finite-lived intangible assets for membership and customer lists are 5.4 years, trademarks and trade names are 15.0 years, and websites are 7.0 years. The approximate weighted average useful lives of our RV and Outdoor Retail finite-lived intangible assets are as follows: customer lists and domain names are 5.3 years,

 suppliers lists are 5.0 years, trademarks and trade names are 15.0 years, and websites are 10.0 years. The weighted-average useful life of all our finite-lived intangible assets is approximately 11.2 years.
 During the first quarter of 2022, the Company recorded $ 8.8 million of incremental accelerated amortization from the adjustment of the useful lives of certain trademark and trade name intangible assets relating to brands not traditionally associated with RVs that the Company phased out.
 Amortization expense related to finite-lived intangibles for the years ended December 31, 2023, 2022, and 2021 was $ 3.8 million, $ 13.5 million and $ 4.8 million, respectively. The aggregate future five-year amortization of finite-lived intangibles at December 31, 2023, was as follows (in thousands):

 2024

 $

 3,369

 2025

 3,068

 2026

 2,478

 2027

 2,437

 2028

 1,435

 $

 13,717

 9. Accrued Liabilities
 Accrued liabilities consisted of the following at December 31, 2023 and 2022 (in thousands):

 2023

 2022

 Compensation and benefits

 $

 51,999

 $

 45,043

 Other accruals

 97,097

 102,790

 $

 149,096

 $

 147,833

 10. Long-Term Debt
 The following reflects outstanding long-term debt as of December 31, 2023 and 2022, (in thousands):

 2023

 2022

 Term Loan Facility (1)

 $

 1,346,229

 $

 1,360,454

 Real Estate Facilities (2)

 166,604

 145,911

 Other Long-Term Debt

 8,246

 3,280

 1,521,079

 1,509,645

 Less: current portion

 ( 22,121)

 ( 25,229)

 Total

 $

 1,498,958

 $

 1,484,416

 (1)
 Net of $ 12.0 million and $ 14.2 million of original issue discount at December 31, 2023 and 2022, respectively, and $ 4.7 million and $ 5.8 million of finance costs at December 31, 2023 and 2022, respectively.

 (2)
 Net of $ 3.3 million and $ 3.4 million of finance costs at December 31, 2023 and 2022, respectively.

 The aggregate future maturities of long-term debt at December 31, 2023, excluding original issue discount of $ 12.0 million, finance costs of $ 8.0 million, and $ 17.3 million of liabilities relating to assets held for sale (see Note 6 — Assets Held for Sale for further details), were as follows (in thousands):

 Long-term debt instruments

 2024

 $

 24,475

 2025

 24,489

 2026

 34,856

 2027

 143,595

 2028

 1,309,687

 4,021

 Total

 $

 1,541,123

 Senior Secured Credit Facilities
 As of December 31, 2023 and 2022, CWGS Group, LLC (the "Borrower"), a wholly-owned subsidiary of CWGS, LLC, was party to a credit agreement (the "Credit Agreement") for senior secured credit facilities (the "Senior Secured Credit Facilities"). The Senior Secured Credit Facilities consist of a $ 1.4 billion term loan facility (the "Term Loan Facility") and a $ 65.0 million revolving credit facility (the "Revolving Credit Facility"). Under the Senior Secured Credit Facilities, the Company has the ability to request to increase the amount of term loans or revolving loans in an aggregate amount not to exceed the greater of (a) a "fixed" amount set at $ 725.0 million and (b) 100 % of consolidated EBITDA for the most recent four consecutive fiscal quarters on a pro forma basis (as defined in the Credit Agreement). The lenders under the Senior Secured Credit Facilities are not under any obligation to provide commitments in respect of any such increase.
 The Term Loan Facility requires mandatory principal payments in equal quarterly installments of $ 3.5 million. The December 31, 2022 principal payment was due in January 2023, since December 31, 2022 was a Saturday. Additionally, the Company is required to prepay the borrowings under the Term Loan Facility in an aggregate amount up to 50 % of excess cash flow, as defined in the Credit Agreement, for such fiscal year depending on the Total Leverage Ratio (as defined by the Credit Agreement) beginning with the year ended December 31, 2022. No additional excess cash flow payment was required relating to 2023 and the Company does not expect an additional excess cash flow payment to be required relating to 2024.
 The funds available under the Revolving Credit Facility may be utilized for borrowings or letters of credit; however, a maximum of $ 25.0 million may be allocated to such letters of credit. The Revolving Credit Facility matures in June 2026, and the Term Loan Facility matures in June 2028.

 The following table details the outstanding amounts and available borrowings under the Senior Secured Credit Facilities as of (in thousands):

 2023

 2022

 Senior Secured Credit Facilities:

 Term Loan Facility:

 Principal amount of borrowings

 $

 1,400,000

 $

 1,400,000

 Less: cumulative principal payments

 ( 37,034)

 ( 19,515)

 Less: unamortized original issue discount

 ( 12,016)

 ( 14,224)

 Less: unamortized finance costs

 ( 4,721)

 ( 5,807)

 1,346,229

 1,360,454

 Less: current portion

 ( 14,015)

 ( 14,015)

 Long-term debt, net of current portion

 $

 1,332,214

 $

 1,346,439

 Revolving Credit Facility:

 Total commitment

 $

 65,000

 $

 65,000

 Less: outstanding letters of credit

 ( 4,930)

 ( 4,930)

 Less: total net leverage ratio borrowing limitation

 ( 37,320)

 —

 Additional borrowing capacity

 $

 22,750

 $

 60,070

 As of December 31, 2023 and 2022, the average interest rate on the Term Loan Facility was 7.97 % and 6.80 %, respectively, and the effective interest rate on the Term Loan Facility was 8.21 % and 7.03 %, respectively.
 The Senior Secured Credit Facilities are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by each of the Company's existing and future domestic restricted subsidiaries with the exception of FreedomRoads Intermediate Holdco, LLC, the direct parent of FR, and FR, and its subsidiaries. The Credit Agreement contains certain restrictive covenants pertaining to, but not limited to, mergers, changes in the nature of the business, acquisitions, additional indebtedness, sales of assets, investments, and the payment of dividends subject to certain limitations and minimum operating covenants. Additionally, management has determined that the Senior Secured Credit Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at December 31, 2023 that would trigger a subjective acceleration clause.
 The Credit Agreement requires the Borrower and its subsidiaries to comply on a quarterly basis with a maximum Total Net Leverage Ratio (as defined in the Credit Agreement), which covenant is in effect only if, as of the end of each calendar quarter, the aggregate amount of borrowings under the revolving credit facility, letters of credit and unreimbursed letter of credit disbursements outstanding at such time is greater than 35 % of the total commitment on the Revolving Credit Facility (excluding (i) up to $ 15.0 million attributable to any outstanding undrawn letters of credit and (ii) any cash collateralized or backstopped letters of credit), as defined in the Credit Agreement. As of December 31, 2023, the Company was not subject to this covenant as borrowings under the Revolving Credit Facility did not exceed the 35 % threshold, however the Company's borrowing capacity was reduced by $ 37.3 million in light of this covenant. The Company was in compliance with all applicable financial debt covenants at December 31, 2023 and 2022.
 Real Estate Facilities
 On October 27, 2022, subsidiaries of FRHP Lincolnshire, LLC ("FRHP"), an indirect wholly-owned subsidiary of CWGS, LLC, entered into a credit agreement with a syndication of banks for a real estate credit facility (the "M&T Real Estate Facility") with aggregate maximum principal capacity of $ 250.0 million with an option that allows FRHP to request an additional $ 100.0 million of principal capacity. The lenders under the M&T Real Estate Facility are not under any obligation to provide commitments in respect of any such increase. The M&T Real Estate Facility bears interest at FRHP's option of either (as defined in the credit agreement for the M&T Real Estate Facility): (a) the Secured Overnight Financing Rate ("SOFR") plus the applicable rate of 2.30 % or (b) the highest of (i) the Federal Funds Rate plus 1.80 %, (ii) the Prime Rate plus 1.30 %, or (iii) SOFR

 plus 2.30 %. The M&T Real Estate Facility has an unused commitment fee of 0.20 % of the aggregate unused principal amount and it matures in October 2027. Additionally, the M&T Real Estate Facility is subject to a debt service coverage ratio covenant (as defined in the credit agreement for the M&T Real Estate Facility). All obligations under the M&T Real Estate Facility and the guarantees of those obligations, are secured, subject to certain exceptions, by the mortgaged real property assets. During the year ended December 31, 2023, FRHP borrowed an additional $ 59.2 million under the M&T Real Estate Facility.
 In November 2018, September 2021, and December 2021, Camping World Property, Inc. (the ''Real Estate Borrower''), an indirect wholly-owned subsidiary of CWGS, LLC, and CIBC Bank USA ("Lender"), entered into loan and security agreements for real estate credit facilities (as amended from time to time, the "First CIBC Real Estate Facility", the "Second CIBC Real Estate Facility", and the "Third CIBC Real Estate Facility", respectively, and collectively the "CIBC Real Estate Facilities" and together with the M&T Real Estate Facility, the "Real Estate Facilities") with aggregate maximum principal capacities of $ 21.5 million, $ 9.0 million, and $ 10.1 million for the First CIBC Real Estate Facility, Second CIBC Real Estate Facility, and Third CIBC Real Estate Facility, respectively. Borrowings under the CIBC Real Estate Facilities are guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC. The CIBC Real Estate Facilities may be used to finance the acquisition of real estate assets. The CIBC Real Estate Facilities are secured by a first priority security interest on the real estate assets acquired with the proceeds of the CIBC Real Estate Facilities ("CIBC Real Estate Facility Properties").
 In June 2023, the Real Estate Borrower sold one of the CIBC Real Estate Facility Properties located in Franklin, Kentucky, which was secured by the Second CIBC Real Estate Facility. As part of the settlement of the property sale, the outstanding balance of the Second CIBC Real Estate Facility of $ 7.4 million was repaid and terminated by the Real Estate Borrower. The First CIBC Real Estate Facility was amended in October 2023 to extend the maturity date from October 2023 to October 2028. The Third CIBC Real Estate Facility matures in December 2026.
 The following table shows a summary of the outstanding balances, remaining available borrowings, and weighted average interest rate under the Real Estate Facilities at December 31, 2023:

 As of December 31, 2023

 Principal

 Remaining

 Wtd. Average

 (In thousands)

 Outstanding (1)

 Available (2)

 Interest Rate

 Real Estate Facilities

 M&T Real Estate Facility

 $

 171,182

 (4)

 $

 68,394

 (3)

 7.66 %

 First CIBC Real Estate Facility

 3,655

 —

 8.36 %

 Third CIBC Real Estate Facility

 9,055

 —

 8.11 %

 Less: Amount reclassified to liabilities related to assets held for sale

 ( 17,288)

 —

 $

 166,604

 $

 68,394

 (1)
 Outstanding principal amounts are net of unamortized finance costs.

 (2)
 Amounts cannot be reborrowed.

 (3)
 Additional borrowings on the M&T Real Estate Facility are subject to a debt service coverage ratio covenant and to the property collateral requirements under the M&T Real Estate Facility.

 (4)
 $ 17.3 million of this amount is classified as liabilities related to assets held for sale (see Note 6 – Assets Held for Sale).

 Management has determined that the credit agreements governing the Real Estate Facilities include subjective acceleration clauses, which could impact debt classification. Management believes that no events have occurred at December 31, 2023 that would trigger a subjective acceleration clause. Additionally, the Real Estate Facilities are subject to certain cross default provisions, a debt service coverage ratio, and other customary covenants. The Company was in compliance with all financial debt covenants at December 31, 2023 and 2022.

 Other Long-Term Debt
 In December 2021, FRHP assumed a mortgage as part of a real estate purchase. This mortgage is secured by the acquired property and is guaranteed by CWGS Group, LLC, a wholly-owned subsidiary of CWGS, LLC and matures in December 2026. In June 2023, FRHP assumed a promissory note as part of a real estate purchase. This note is secured by the acquired property and matures in April 2041. As of December 31, 2023, the outstanding principal balance of these debt instruments was $ 8.2 million with a weighted average interest rate of 4.27 %.
 11. Lease Obligations
 The Company leases most of the properties for its store locations through 242 operating leases and 13 finance leases. The Company also leases billboards and certain of its equipment. The related operating lease assets and finance lease assets are included in the operating lease assets and property and equipment, respectively, in the accompanying consolidated balance sheets.
 As of December 31, 2023 and 2022, finance lease assets of $ 100.4 million and $ 88.1 million, respectively, were included in property and equipment, net in the accompanying consolidated balance sheets.
 The following table presents certain information related to the costs for leases where the Company is the lessee (in thousands):

 2023

 2022

 Operating lease cost

 $

 118,082

 $

 113,411

 Finance lease cost:

 Amortization of finance lease assets

 3,253

 11,931

 Interest on finance lease liabilities

 6,069

 5,005

 Short-term lease cost

 1,940

 1,880

 Variable lease cost

 22,913

 23,607

 Sublease income

 ( 2,726)

 ( 1,713)

 Net lease costs

 $

 149,531

 $

 154,121

 The following table presents supplemental cash flow information related to leases (in thousands):

 2023

 2022

 Cash paid for amounts included in the measurement of lease liabilities:

 Operating cash flows for operating leases

 $

 117,160

 $

 114,176

 Operating cash flows for finance leases

 6,064

 4,928

 Financing cash flows for finance leases

 5,496

 5,977

 Lease assets obtained in exchange for lease liabilities:

 New, remeasured and terminated operating leases

 $

 59,858

 $

 52,698

 New, remeasured and terminated finance leases

 20,557

 24,440

 The following table presents other information related to leases:

 2023

 2022

 Weighted average remaining lease term:

 Operating leases

 11.3

 years

 11.8

 years

 Financing leases

 17.4

 years

 15.4

 years

 Weighted average discount rate:

 Operating leases

 7.1

 %

 6.9

 %

 Financing leases

 6.0

 %

 5.7

 %

 The following reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities in the accompanying consolidated balance sheet as of December 31, 2023 (in thousands):

 Operating

 Finance

 Leases

 Leases

 2024

 $

 118,972

 $

 23,352

 2025

 118,480

 10,644

 2026

 116,393

 10,563

 2027

 107,755

 10,009

 2028

 103,047

 9,630

 656,054

 109,180

 Total lease payments

 1,220,701

 173,378

 Less: Imputed interest

 ( 393,048)

 ( 58,494)

 Total lease obligations

 827,653

 114,884

 Less: current portion

 ( 63,695)

 ( 17,133)

 Noncurrent lease obligations

 $

 763,958

 $

 97,751

 Sale-Leaseback Arrangement Recorded as Financing Transaction

 On February 8, 2022, FRHP sold three properties for a total sale price of $ 28.0 million. Concurrent with the sale of these properties, the Company entered into three separate twenty-year lease agreements, whereby the Company agreed to lease back the properties from the acquiring company. Under each lease agreement, FR has four consecutive options to extend the lease term for additional periods of five years for each option. This transaction is accounted for as a financing transaction. The Company recorded a liability for the amount received, will continue to depreciate the non-land portion of the assets, and has imputed an interest rate so that the net carrying amount of the financial liability and remaining non-land assets will be zero at the end of the initial lease terms. The financial liability is included in other long-term liabilities in the consolidated balance sheets as of December 31, 2023 and 2022.

 12. Income Taxes
 CWH is organized as a Subchapter C corporation ("C-Corp") and, as of December 31, 2023, is a 52.9 % owner of CWGS, LLC (see Note 19 — Stockholders' Equity and Note 20 — Non-Controlling Interests). CWGS, LLC is organized as a limited liability company ("LLC") and treated as a partnership for U.S. federal and most applicable state and local income tax purposes and as such, is generally not subject to any U.S. federal entity-level income taxes. However, certain CWGS, LLC subsidiaries, including Americas Road and Travel Club, Inc., Camping World, Inc. ("CW") prior to the LLC Conversion (defined below), and FreedomRoads RV, Inc. and their wholly-owned subsidiaries, are subject to entity-level taxes as they are C-Corps.

 Income Tax Expense
 The components of the Company's income tax (benefit) expense from operations for the years ended December 31, 2023, 2022 and 2021 consisted of (in thousands):

 2023

 2022

 2021

 Current:

 Federal

 $

 9,123

 $

 44,613

 $

 74,124

 State

 1,558

 11,170

 23,890

 Deferred:

 Federal

 ( 9,217)

 17,588

 13,024

 State

 ( 2,663)

 25,713

 ( 18,914)

 Income tax (benefit) expense

 $

 ( 1,199)

 $

 99,084

 $

 92,124

 A reconciliation of income tax (benefit) expense from operations to the federal statutory rate for the years ended December 31, 2023, 2022 and 2021 were as follows (in thousands):

 2023

 2022

 2021

 Income taxes computed at federal statutory rate (1)

 $

 10,374

 $

 94,524

 $

 154,182

 State income taxes – net of federal benefit (1)

 ( 2,645)

 8,362

 15,261

 Other differences:

 State and local taxes on pass-through entities

 1,948

 3,736

 5,004

 Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company (2)

 ( 3,927)

 ( 53,461)

 ( 81,013)

 Effect of LLC Conversion (3)

 ( 85,790)

 208,833

 —

 Increase (decrease) in valuation allowance (4)

 66,679

 ( 164,257)

 ( 2,234)

 Impact of other state tax rate changes

 4,900

 1,927

 Accrual to return

 8,314

 ( 1,135)

 ( 3,768)

 Tax credits

 ( 582)

 ( 743)

 ( 565)

 Uncertain Tax Positions

 ( 547)

 1,519

 Other

 2,829

 Income tax (benefit) expense

 $

 ( 1,199)

 $

 99,084

 $

 92,124

 (1)
 Federal and state income tax includes $ 0.6 million, less than $ 0.1 million, and $ 0.7 million of income tax expense relating to the revaluation in the Tax Receivable Agreement liability due to fluctuations in state income tax rates for 2023, 2022, and 2021, respectively.

 (2)
 The related income is taxable to the non-controlling interest.

 (3)
 For 2023, these amounts represent a reduction of $ 81.7 million to CWH's outside basis deferred tax assets as a result of the LLC Conversion and $ 4.1 million related to the entity classification election, which was filed in the third quarter of 2023 with an effective date of January 2, 2023 (defined and discussed below). For 2022, these amounts represent the tax impact of the LLC Conversion, which is comprised of a $ 209.4 million adjustment to CW's deferred tax assets inclusive of tax operating losses, net of a $ 0.6 million reduction to CWH's outside basis deferred tax asset.

 (4)
 For 2023, the valuation allowance increased by $ 66.7 million. The valuation allowance increased by $ 132.2 million related to capital loss carryforward. Additionally, valuation allowance decreased by $ 52.5 million as a result of the LLC Conversion and its impact on realization of the CWH's outside basis deferred tax asset and decreased by $ 13.0 million for activities not related to the LLC Conversion. For 2022, these amounts include a $ 180.4 million decrease in valuation allowance associated with the LLC Conversion, partially offset by $ 16.8 million of increases to the valuation allowance for activity not related to the LLC conversion, which is primarily resulting from losses of CW for which no benefit is recognized for the U.S. federal and non-unitary states, net of a $ 0.6 million decrease in valuation allowance associated with CWH's outside basis deferred tax asset. During 2021, and as a result of CWH's ownership of CWGS increasing above 50 % during the first quarter of 2021, the amount for the year ended December 31, 2021 included a decrease in the valuation allowance of CW in certain state deferred tax assets of $ 15.2 million, partially offset by $ 13.0 million of increases to the valuation allowance primarily resulting from losses of CW for which no benefit is recognized for the U.S. federal and non-unitary states.

 LLC Conversion
 CW, including certain of its subsidiaries, were taxable as C-Corps and subject to entity-level taxes. CW had historically generated operating losses for tax purposes. Only losses subject to taxes in certain state jurisdictions were available to offset taxable income generated by the Company's other businesses. The Company completed the steps necessary to convert CW and certain of its subsidiaries from C-Corps to LLCs

 with an effective date of January 2, 2023 (the "LLC Conversion"). All required filings for conversion to LLC were made by December 31, 2022. Accordingly, certain effects of the LLC Conversion were recorded during the year ended December 31, 2022, as the filings were perfunctory pursuant to the rules prescribed under ASC 740, Income Taxes. Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries will offset taxable income generated by the Company's other LLC businesses. As a result, both income tax expense recognized by CWH and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, will decrease. The LLC Conversion will allow the Company to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies.
 For the year ended December 31, 2023, the Company recorded an additional tax benefit of $ 2.0 million related to the LLC Conversion. Additionally, the Company recorded an income tax benefit of $ 4.1 million related to an entity classification election that was filed in the third quarter of 2023 with a January 2, 2023 effective date. The LLC Conversion resulted in additional income tax expense in the year ended December 31, 2022 of $ 28.4 million, which was comprised of $ 208.8 million of gross deferred tax assets written off, partially offset by the release of $ 180.4 million of valuation allowance (see table above for reconciliation of income tax expense from operations to the federal statutory rate).
 Deferred Income Taxes
 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards. Significant items comprising the net deferred tax assets at December 31, 2023 and 2022 were (in thousands):

 2023

 2022

 Deferred tax liabilities

 Operating lease assets

 $

 ( 5,375)

 $

 ( 5,897)

 Other

 ( 101)

 ( 80)

 ( 5,476)

 ( 5,977)

 Deferred tax assets

 Investment in partnership ("Outside Basis Deferred Tax Asset") (1)

 207,013

 253,550

 Capital loss carryforward

 132,248

 —

 Tax Receivable Agreement liability

 40,702

 43,223

 Operating lease liabilities

 5,678

 6,150

 Business interest expense carryforward

 5,597

 —

 Net operating loss carryforward

 2,061

 Other reserves

 1,195

 1,234

 394,494

 304,179

 Valuation allowance

 ( 231,692)

 ( 154,975)

 Net deferred tax assets

 $

 157,326

 $

 143,227

 (1)
 This amount is the deferred tax asset the Company recognizes for its book to tax basis difference in its investment in CWGS, LLC.

 The Company evaluates its deferred tax assets on a quarterly basis to determine if they can be realized and establishes valuation allowances when it is not more likely than not that all or a portion of the deferred tax assets can be realized. At December 31, 2023, the Company recorded a valuation allowance on the Outside Basis Deferred Tax Asset and the capital loss carryforward that are not more likely than not to be realized. The capital loss has a five-year carryforward period. At December 31, 2022, the Company determined that all of its deferred tax assets (except a portion of the Outside Basis Deferred Tax Asset) are more likely than not to be realized. Prior to the LLC Conversion discussed above, the Company maintained a valuation allowance against the deferred tax assets of CW, excluding certain state deferred tax assets included in the state combined unitary income tax returns. At December 31, 2022, as a result of the LLC Conversion, the Company wrote off all of the remaining deferred tax assets and related valuation allowance associated with CW. The Company maintains a valuation allowance against the Outside Basis Deferred Tax Asset pertaining to the portion that is not

 amortizable for tax purposes, since the Company would likely only realize the non-amortizable portion of the Outside Basis Deferred Tax Asset if the investment in CWGS, LLC was divested.
 Net Operating Loss Carryforwards
 As of January 2, 2023, certain subsidiaries of CWH had federal and state net operating loss carryforwards of approximately $ 151.7 million and $ 3.9 million, respectively, which are no longer available after the LLC Conversion. The conversion loss generated a net operating loss that was immediately written off as CW's net operating losses are lost as a result of the conversion. Accordingly, the tax effect of the current year conversion loss was zero. At December 31, 2023, the Company had unitary state net operating loss carryforwards of $ 34.3 million.
 Tax Legislation
 On December 22, 2017, the Tax Cuts and Jobs Act ("TCJA") was signed into law. One of the provisions of the TCJA was to amend Section 163(j) of the Internal Revenue Code, which, beginning for tax years after December 31, 2021, limits the amount of net interest expense that can be deducted by a percentage of adjusted taxable income. For the year ended December 31, 2023, the reduction in earnings along with an increase in interest expense resulted in excess business interest expense of $ 42.6 million at CWGS, LLC. Additionally, this limitation on net interest expense deductibility applied to the calculation of tax distributions to common unit holders of CWGS, LLC, including CWH, under the CWGS LLC Agreement in 2023, which increased the tax distributions required to be paid. During the year ended December 31, 2023, the Company recorded an income tax benefit of $ 5.6 million related to its business interest expense carryforward. For the year ended December 31, 2022, there was no excess business interest expense at CWGS, LLC.
 On August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into law. The IRA contains several revisions to the Internal Revenue Code, including a 15% corporate minimum income tax and a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022 with certain exclusions for (a) repurchased shares for withholding taxes on vested restricted stock units ("RSUs") and (b) treasury shares reissued in the same tax year for settlement of stock option exercises or vesting of RSUs. While these tax law changes have no immediate effect and are not expected to have a material adverse effect on our results of operations going forward, the Company will continue to evaluate its impact as further information becomes available.
 Uncertain Tax Positions
 As of December 31, 2023 and 2022, the balance of the Company's uncertain tax positions was $ 3.3 million and $ 4.5 million, respectively. The Company does not expect the total amount of unrecognized tax benefits to significantly change in the next 12 months.
 Tax Receivable Agreement
 The Company is party to a tax receivable agreement (the "Tax Receivable Agreement") that provides for the payment by the Company to the Continuing Equity Owners and Crestview Partners II GP, L.P. of 85 % of the amount of tax benefits, if any, the Company actually realizes, or in some circumstances is deemed to realize, as a result of (i) increases in the tax basis from the purchase of common units from Crestview Partners II GP, L.P. in exchange for Class A common stock in connection with the consummation of the IPO and the related transactions and any future redemptions that are funded by the Company and any future redemptions of common units by Continuing Equity Owners as described above and (ii) certain other tax benefits attributable to payments made under the Tax Receivable Agreement. The above payments are predicated on CWGS, LLC making an election under Section 754 of the Internal Revenue Code effective for each tax year in which a redemption of common units for cash or stock occur. These tax benefit payments are not conditioned upon one or more of the Continuing Equity Owners or Crestview Partners II GP, L.P. maintaining a continued ownership interest in CWGS, LLC. In general, the Continuing Equity Owners' or Crestview Partners II GP, L.P.'s rights under the Tax Receivable Agreement are assignable, including to transferees of its common units in CWGS, LLC (other than the Company as transferee pursuant to a redemption of common units in CWGS, LLC). The Company expects to benefit from the remaining 15 % of the tax benefits, if any, which may be realized.

 During the twelve months ended December 31, 2023 and 2022, 2,000,000 and 50,000 common units in CWGS, LLC, respectively, were redeemed for Class A common stock subject to the provisions of the Tax Receivable Agreement. The Company recognized a liability for the Tax Receivable Agreement payments due to those parties that redeemed common units, representing 85 % of the aggregate tax benefits the Company expects to realize from the tax basis increases related to the redemption, after concluding it was probable that the Tax Receivable Agreement payments would be paid based on estimates of future taxable income. As of December 31, 2023, and December 31, 2022, the amount of Tax Receivable Agreement payments due under the Tax Receivable Agreement was $ 162.8 million and $ 170.6 million, respectively, of which $ 12.9 million and $ 10.9 million, respectively, were included in current portion of the Tax Receivable Agreement liability in the accompanying consolidated balance sheets.
 During the year ended December 31, 2023, the Continuing Equity Owners redeemed 2,000,000 common units in CWGS, LLC for 2,000,000 shares of the Company's Class A common stock. During the year ended December 31, 2023, the Tax Receivable Agreement liability and Deferred Tax Assets increased $ 5.6 million and $ 6.5 million, respectively, as a result of common unit redemptions and were recorded to additional paid-in capital (see the consolidated statements of stockholders' equity). Payments pursuant to the Tax Receivable Agreement relating to this redemption will begin during the year ending December 31, 2024.
 During the year ended December 31, 2022, the Continuing Equity Owners redeemed 50,000 common units in CWGS, LLC for 50,000 shares of the Company's Class A common stock. During the year ended December 31, 2022, the Tax Receivable Agreement liability and Deferred Tax Assets increased $ 0.5 million and $ 0.6 million, respectively, as a result of common unit redemptions and were recorded to additional paid-in capital (see the consolidated statements of stockholders' equity). Payments pursuant to the Tax Receivable Agreement relating to this redemption will begin during the year ending December 31, 2023.
 Income Tax Audits
 For tax years beginning on or after January 1, 2018, CWGS, LLC is subject to partnership audit rules enacted as part of the Bipartisan Budget Act of 2015 (the "Centralized Partnership Audit Regime"). Under the Centralized Partnership Audit Regime, any IRS audit of CWGS, LLC would be conducted at the CWGS, LLC level, and if the IRS determines an adjustment, the default rule is that CWGS, LLC would pay an "imputed underpayment" including interest and penalties, if applicable. CWGS, LLC may instead elect to make a "push-out" election, in which case the partners for the year that is under audit would be required to take into account the adjustments on their own personal income tax returns. If CWGS, LLC does not elect to make a "push-out" election, CWGS, LLC has agreements in place requiring former partners to indemnify CWGS, LLC for their share of the imputed underpayment. The partnership agreement does not stipulate how CWGS, LLC will address imputed underpayments. If CWGS, LLC receives an imputed underpayment, a determination will be made based on the relevant facts and circumstances that exist at that time. Any payments that CWGS, LLC ultimately makes on behalf of its current partners will be reflected as a distribution, rather than tax expense, at the time such distribution is declared.
 The Company and its subsidiaries file U.S. federal income tax returns and tax returns in various states. During the year ended December 31, 2023, one of CWGS, LLC's indirect wholly-owned subsidiaries was notified by the Internal Revenue Service that their 2020 tax year was finalized with no adjustments. Additionally, during the year ended December 31, 2023, the Company was notified by the state of California that its 2020 and 2021 state income tax returns were under examination. The Company does not expect any material adjustments as a result of the examination. The Company is not under any other material audits in any jurisdiction. With few exceptions, the Company is no longer subject to U.S. federal, state, and local income tax examinations by tax authorities for years before 2020.
 13. Fair Value Measurements
 Accounting guidance for fair value measurements establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

 For floor plan notes payable under the Floor Plan Facility, the amounts reported in the accompanying Consolidated Balance Sheets approximate the fair value due to their short-term nature or the existence of variable interest rates that approximate prevailing market rates.
 There have been no transfers of assets or liabilities between the fair value measurement levels and there were no material re-measurements to fair value during 2023 and 2022 of assets and liabilities that are no t measured at fair value on a recurring basis.
 The following table presents the reported carrying value and fair value information for the Company's debt instruments. The fair values shown below for the Term Loan Facility, as applicable, are based on quoted prices in the inactive market for identical assets (Level 2) and the fair values shown below for the Floor Plan Facility, the Revolving Line of Credit, the Real Estate Facilities and the Other Long-Term Debt are estimated by discounting the future contractual cash flows at the current market interest rate that is available based on similar financial instruments.

 December 31, 2022

 Measurement

 Carrying Value

 Carrying Value

 Term Loan Facility

 Level 2

 $

 1,346,229

 $

 1,328,892

 $

 1,360,454

 $

 1,394,290

 Floor Plan Facility Revolving Line of Credit

 Level 2

 21,732

 19,823

 Real Estate Facilities (1)

 Level 2

 183,892

 195,029

 145,911

 145,664

 Other Long-Term Debt

 Level 2

 8,246

 6,702

 3,280

 2,944

 (1)
 The carrying value of Real Estate Facilities at December 31, 2023 includes the $ 17.3 million reported as liabilities related to assets held for sale in the consolidated balance sheet.

 14. Commitments and Contingencies
 Sponsorship and Other Agreements
 The Company enters into sponsorship and brand licensing agreements from time to time. Current sponsorship agreements run through 2027. The sponsorship and brand licensing agreements consist of annual fees payable in aggregate of $ 4.4 million in 2024, $ 2.6 million in 2025, $ 1.9 million in 2026, $ 0.4 million in 2027, and $ 0.4 million in 2028, which are recognized to expense over the expected benefit period.
 The Company enters into subscription agreements from time to time. Currently there are 51 subscription agreements for future software services consisting of annual fees payable as follows: $ 10.8 million in 2024, $ 8.2 million in 2025, $ 2.0 million in 2026, $ 0.1 million in 2027, $ 0.1 million in 2028 and $ 0.1 million thereafter. Expense is recognized ratably over the term of the agreement.
 Self-Insurance Program
 Self-insurance reserves represent amounts established as a result of insurance programs under which the Company self-insures portions of the business risks. The Company carries substantial premium-paid, traditional risk transfer insurance for various business risks. The Company self-insures and establishes reserves for the retention on workers' compensation insurance, general liability, automobile liability, and employee health claims. The self-insured claims liability was approximately $ 29.4 million and $ 26.3 million at December 31, 2023 and 2022, respectively. The determination of such claims and expenses and the appropriateness of the related liability are continually reviewed and updated. The self-insurance accruals are calculated by actuaries and are based on claims filed and include estimates for claims incurred but not yet reported. Projections of future losses, including incurred but not reported losses, are inherently uncertain because of the varying nature of insurance claims and could be substantially affected if occurrences and claims differ significantly from these assumptions and historical trends. In addition, the Company has obtained letters of credit as required by insurance carriers. As of December 31, 2023 and 2022, these letters of credit were $ 17.2 million and $ 16.3 million, respectively. This includes $ 12.3 million and $ 11.4 million for December 31, 2023 and 2022, respectively, issued under the Floor Plan Facility (see Note 4 — Inventories and Floor Plan Payables), and the balance issued under the Company's Senior Secured Credit Facilities (see Note 10 — Long-Term Debt).

 Litigation
 Weissmann Complaint
 On June 22, 2021, FreedomRoads Holding Company, LLC ("FR Holdco"), an indirect wholly-owned subsidiary of CWGS, LLC, filed a one -count complaint captioned FreedomRoads Holding Company, LLC v. Steve Weissmann in the Circuit Court of Cook County, Illinois against Steve Weissmann ("Weissmann") for breach of contractual obligation under note guarantee (the "Note") (the "Weissmann Complaint"). On October 8, 2021, Weissmann brought a counterclaim against FR Holdco and third-party defendants Marcus Lemonis, NBCUniversal Media, LLC, the Consumer National Broadcasting Company, Camping World, Inc. ("CW"), and Machete Productions ("Machete") (the "Weissmann Counterclaim"), in which he alleges claims in connection with the Note and his appearance on the reality television show The Profit. Weissmann alleges the following causes of action against FR Holdco and all third-party defendants, including CW: (i) fraud; (ii) fraud in the inducement; (iii) fraudulent concealment; (iv) breach of fiduciary duty; (v) defamation; (vi) defamation per se; (vii) false light; (viii) intentional infliction of emotional distress; (ix) negligence; (x) unjust enrichment; and (xi) RICO § 1962. Weissmann seeks costs and damages in an amount to be proven at trial but no less than the amount in the Note (approximately $ 2.5 million); in connection with his RICO claim, Weissmann asserts he is entitled to damages in the amount of three times the Note. On February 18, 2022, NBCUniversal, CNBC, and Machete filed a motion to compel arbitration (the "NBC Arbitration Motion"). On May 5, 2022, an agreed order was filed staying the litigation in favor of arbitration. On May 31, 2022, FR Holdco filed an arbitration demand against Weissmann for collection on the Note. Weissmann filed his response and counterclaims, and third-party claims against FR Holdco, CW, Marcus Lemonis, NBCUniversal, and Machete on July 7, 2022. On or about July 21, 2022, FR Holdco and the other respondents filed their responses and affirmative defenses. The arbitration hearing is scheduled to begin March 11, 2024.
 Tumbleweed Complaint
 On November 10, 2021, Tumbleweed Tiny House Company, Inc. ("Tumbleweed") filed a complaint against FR Holdco, CW, Marcus Lemonis, NBCUniversal Media, LLC, and Machete Productions in which Tumbleweed alleges claims in connection with the Note and its appearance on the reality television show The Profit (the "Tumbleweed Complaint"), seeking primarily monetary damages. Tumbleweed alleges the following claims against the defendants, including FR Holdco and CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty (and aiding and abetting the same); (iv) breach of contract; (v) breach of oral contract; (vi) tortious interference with prospective economic advantage; (vii) fraud in the inducement; (viii) negligent misrepresentation; (ix) fraudulent concealment; (x) conspiracy; (xi) unlawful business practices; (xii) defamation; and (xiii) declaratory judgment. On April 21, 2022, the Court granted a motion to compel arbitration filed by NBCUniversal and joined by all defendants, including FR Holdco, CW, and Marcus Lemonis, compelling Tumbleweed's claims to arbitration. Tumbleweed served its arbitration demand on FR Holdco, CW, and Marcus Lemonis on May 17, 2022. FR Holdco, CW, and Marcus Lemonis filed responses and affirmative defenses on May 31, 2022. On July 20, 2022, pursuant to the JAMS streamlined arbitration rules, the Tumbleweed Complaint was consolidated together with the Weissmann Complaint. The parties have exchanged discovery. The arbitration hearing is scheduled to begin March 11, 2024.
 Precise Complaint
 On May 3, 2022, Lynn E. Feldman, Esquire, in her capacity as the Chapter 7 Trustee (the "Trustee") for the Estate of Precise Graphix, LLC (the "Precise Estate") filed a complaint against NBCUniversal Media, LLC, Machete Corporation, and CW in which the Trustee alleges claims on behalf of the Precise Estate in connection with its appearance on The Profit and subsequent commercial relationship with CW (the "Precise Complaint"), seeking primarily monetary damages from CW. The Trustee alleges the following claims against defendants, including CW: (i) fraud; (ii) false promise; (iii) breach of fiduciary duty; (iv) breach of contract; (v) breach of oral contract; (vi) fraud in the inducement; (vii) negligent misrepresentation; (viii) fraudulent concealment; (ix) conspiracy; (x) unlawful business practices in violation of California Business and Professions

 Code §17200; (xi) aiding and abetting; (xii) breach of fiduciary duty; and (xiii) declaratory judgment. The Trustee did not serve the Precise Complaint on CW. On July 3, 2022, the Precise Estate filed its arbitration demand against CW, NBCUniversal, and Machete alleging substantially similar claims as the Precise Complaint. On April 4, 2023, the Precise Estate's arbitration demand was tried before a single arbitrator pursuant to the JAMS streamlined arbitration rules in a confidential arbitration hearing. On May 31, 2023, the Arbitration was concluded and an award was entered by the Arbitrator against the Precise Estate in the amount of $ 7.1 million (the "Final Award"), of which CW would be entitled to $ 3.7 million. On June 13, 2023, the Trustee filed a notice of appeal of the Final Award with JAMS. On June 29, 2023, CW advanced the Trustee's portion of the fee required by JAMS to advance the appeal. On July 5, 2023, CW filed an application in the United States Bankruptcy Court for the Eastern District of Pennsylvania (the "USBC") seeking an order, inter alia, allowing the JAMS fee as an administrative expense of the Precise Estate. On July 14, 2023, the Trustee and respondents, including CW, filed a stipulation and agreed order (the "Stipulation") as follows: (1) upon approval and entry of the Stipulation, CW's claim for $ 3,500 shall be allowed and reimbursed; (2) the Trustee will notify JAMS that she is irrevocably withdrawing and ending her pending appeal of the Final Award; and (3) the Trustee will not dispute the amount of the Final Award. On July 17, 2023, the USBC entered the Stipulation as an order, which became final upon the expiration of the ten ( 10) day appeal period. Precise withdrew its appeal and on August 14, 2023 JAMS closed the arbitration. On September 25, 2023, the Superior Court of the State of California, upon motion by defendants, confirmed the arbitration award. On October 6, 2023, defendants filed an application in the matter of In re: Precise Graphix, LLC, pending in the United States Bankruptcy Court for the Eastern District of Pennsylvania seeking to have the fee award deemed an administrative expense in the Precise Estate. After a hearing on November 9, 2023, the parties engaged in settlement negotiations regarding the administrative expense application and the trustee's objection. The negotiations resulted in a resolution, subject to the execution of a settlement agreement, to treat the amount of $ 3.7 million as an allowed claim with a portion payable upon the effective date of the settlement agreement.
 General
 While the outcome of litigation cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company's financial statements. The Company does not have sufficient information to estimate a possible loss or range of possible loss for the matters discussed above. No assurance can be made that these or similar suits will not result in a material financial exposure in excess of insurance coverage, which could have a material adverse effect upon the Company's financial condition and results of operations.
 From time to time, the Company is involved in other litigation arising in the normal course of business operations.
 Employment Agreements
 The Company has employment agreements with certain officers. The agreements include, among other things, an annual bonus based on certain performance-based criteria and certain severance benefits in the event of a qualifying termination.
 Financial Assurances
 In the normal course of business, the Company obtains standby letters of credit and surety bonds from financial institutions and other third parties. These instruments guarantee the Company's own future performance and provide third parties with financial and performance assurance in the event that the Company does not perform. These instruments support a wide variety of the Company's business activities. As of December 31, 2023 and December 31, 2022, outstanding standby letters of credit issued through our Floor Plan Facility were $ 12.3 million and $ 11.4 million, respectively, and outstanding standby letters of credit issued through the Senior Secured Credit Facilities were $ 4.9 million and $ 4.9 million, respectively (see Note 4 — Inventories and Floor Plan Payables and Note 10 — Long-Term Debt). As of December 31, 2023 and December 31, 2022, outstanding surety bonds were $ 23.2 million and $ 22.0 million, respectively. The underlying liabilities

 to which these instruments relate are reflected on the Company's accompanying consolidated balance sheets, where applicable. Therefore, no additional liability is reflected for the letters of credit and surety bonds themselves.
 15. Related Party Transactions
 Transactions with Directors, Equity Holders and Executive Officers
 FR leases various store locations from managers and officers. During 2023, 2022 and 2021, the related party lease expense for these locations were $ 3.4 million, $ 3.4 million and $ 2.2 million, respectively.
 In January 2012, FR entered into a lease for what is now its previous corporate headquarters in Lincolnshire, Illinois, which was amended as of March 2013, November 2019, October 2020, and October 2021 (the "Lincolnshire Lease"). This lease expires in March 2024. For the years ended December 31, 2023, 2022, and 2021, rental payments for the Lincolnshire Lease, including common area maintenance charges, were $ 0.9 million, $ 0.9 million, and $ 0.8 million, respectively. The Company's Chairman and Chief Executive Officer has personally guaranteed the Lincolnshire Lease.
 The Company had an expense reimbursement payable to Mr. Lemonis of $ 0.1 million at December 31, 2021, relating primarily to advertising expenses for the Company that were processed through Mr. Lemonis' social media accounts, which was paid in 2022.
 In October 2022, the Company purchased a property to be used as office space in Lincolnshire, Illinois, for $ 4.5 million from the Company's Chairman and Chief Executive Officer. This office space became the Company's corporate headquarters in February 2024.
 Other Transactions
 The Company does business with certain companies in which Mr. Lemonis has a direct or indirect material interest. The Company purchased fixtures for interior store sets at the Company's store locations from Precise Graphix. Mr. Lemonis exited his economic interest in Precise Graphix. The Company received refunds from Precise Graphix totaling $ 0.2 million in 2021.
 The Company paid Adams Outdoor Advertising, Inc., an entity controlled by Stephen Adams, a former member of the Company's Board of Directors and for which Andris A. Baltins serves as a member of its Board of Directors, $ 0.1 million for both of the years ended December 31, 2023 and December 31, 2022 for advertising services.
 The Company paid Kaplan, Strangis and Kaplan, P.A., of which Andris A. Baltins is a member, and a member of the Company's Board of Directors, $ 0.1 million, $ 0.2 million and $ 0.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, for legal services.
 16. Acquisitions
 In 2023 and 2022, subsidiaries of the Company acquired the assets of multiple RV dealerships, as well as an outdoor publication during 2022, that constituted businesses under GAAP. The Company used cash and borrowings under its Floor Plan Facility to complete the acquisitions. The Company considers acquisitions of independent dealerships to be a fast and capital efficient alternative to opening new store locations to expand its business and grow its customer base. In April 2022, the Good Sam Services and Plans segment acquired an outdoor publication for $ 3.4 million that the Company considers as a furtherance of its strategy to target a younger demographic of RV enthusiasts. The acquired businesses were recorded at their estimated fair values under the acquisition method of accounting. The balance of the purchase prices in excess of the fair values of net assets acquired were recorded as goodwill.

 In 2023, the RV and Outdoor Retail segment acquired the assets of various RV dealerships comprised of 18 locations for an aggregate purchase price of approximately $ 209.5 million, of which four RV dealerships had not opened by December 31, 2023. Separate from these acquisitions, during the year ended December 31, 2023, the Company purchased real property for an aggregate purchase price of $ 72.4 million, of which $ 5.2 million was paid through the assumption of the related promissory note (see Note 10 — Long-Term Debt — Other Long-Term Debt).
 In 2022, the RV and Outdoor Retail segment acquired the assets of various RV dealerships and one RV service center comprised of 11 locations for an aggregate purchase price of approximately $ 213.6 million, of which one RV dealership opened in 2023. The purchases were partially funded through $ 59.9 million of borrowings under the Floor Plan Facility. Separate from these acquisitions, during the year ended December 31, 2022, the Company purchased real property for an aggregate purchase price of $ 55.7 million.
 The estimated fair values of the assets acquired and liabilities assumed for the acquisitions of dealerships and the outdoor publication consist of the following:

 2023

 2022

 Tangible assets (liabilities) acquired (assumed):

 Accounts receivable, net

 $

 —

 $

 ( 68)

 Inventories, net

 119,672

 75,766

 Prepaid expenses and other assets

 Property and equipment, net

 1,407

 Operating lease assets

 1,558

 Accounts payable

 ( 6)

 —

 Accrued liabilities

 ( 63)

 ( 687)

 Current portion of operating lease liabilities

 ( 208)

 ( 500)

 Other current liabilities

 ( 520)

 ( 188)

 Operating lease liabilities, net of current portion

 ( 708)

 ( 1,058)

 Total tangible net assets acquired

 120,660

 75,613

 Total intangible assets acquired

 —

 2,632

 Goodwill

 88,799

 138,789

 Cash paid for acquisitions, net of cash acquired

 209,459

 217,034

 Inventory purchases financed via floor plan

 ( 100,331)

 ( 59,935)

 Cash payment net of floor plan financing

 $

 109,128

 $

 157,099

 The fair values above for the year ended December 31, 2023 are preliminary as they are subject to measurement period adjustments for up to one year from the date of acquisition as new information is obtained about facts and circumstances that existed as of the acquisition date relating to the valuation of the acquired assets, primarily the acquired inventories. For the year ended December 31, 2023, the fair values above include measurement period adjustments for valuation of acquired inventories and other current liabilities relating to dealership acquisitions during the year ended December 31, 2022. For the year ended December 31, 2022, the fair values above include measurement period adjustments for valuation of acquired inventories, accounts receivable, accrued liabilities, and other current liabilities relating to dealership acquisitions during the year ended December 31, 2021.
 The primary items that generated the goodwill are the value of the expected synergies between the acquired businesses and the Company and the acquired assembled workforce, neither of which qualify for recognition as a separately identified intangible asset. For the years ended December 31, 2023 and 2022, acquired goodwill of $ 88.8 million and $ 138.8 million is expected to be deductible for tax purposes. For the year ended December 31, 2022, the intangible assets acquired included $ 2.1 million for trademark and trade names to be amortized over 15 years and other intangibles assets of $ 0.5 million to be amortized over three years.

 Included in the consolidated financial results for the years ended December 31, 2023 and 2022 were $ 99.8 million and $ 83.3 million of revenue, respectively, and $ 8.1 million and $ 2.0 million of pre-tax loss, respectively, from the acquisitions as of their applicable acquisition dates. Pro forma information on these acquisitions has not been included, because the Company has deemed them to not be individually or cumulatively material.
 17. Statements of Cash Flows
 Supplemental disclosures of cash flow information for the following periods (in thousands):

 2023

 2022

 2021

 Cash paid during the period for:

 Interest

 $

 214,082

 $

 106,997

 $

 58,424

 Income taxes

 3,352

 54,579

 99,557

 Non-cash investing and financing activities:

 Leasehold improvements paid by lessor

 —

 Vehicles transferred to property and equipment from inventory

 Capital expenditures in accounts payable and accrued liabilities

 5,833

 12,377

 9,726

 Purchase of real property through assumption of other long-term debt

 5,185

 —

 —

 Note receivable exchanged for amounts owed by other investment

 2,153

 —

 —

 Par value of Class A common stock issued for redemption of common units in CWGS, LLC

 Cost of treasury stock issued for vested restricted stock units

 29,542

 42,640

 34,756

 Cost of treasury stock issued for stock award to employee

 —

 —

 19,586

 18. Benefit Plan
 The Freedom Roads 401(k) Defined Contribution Plan ("FreedomRewards 401(k) Plan") is qualified under Sections 401(a) and 401(k) of the Internal Revenue Service Code of 1986, as amended. All employees over age 18, including the executive officers, are eligible to participate in the Freedom Rewards 401(k) Plan. Any favorable vesting was permitted for any affected participants pursuant to FreedomRewards 401(k) Plan Amendment No. 3 signed December 15, 2011, and effective January 1, 2012. Non-highly compensated employees may defer up to 75 % of their eligible compensation up to the Internal Revenue Service limits. Highly compensated employees may defer up to 15 % of their eligible compensation up to the Internal Revenue Service limits. The Company contributed $ 2.8 million to the Company's 401(k) Plan in 2023. There were no contributions by the Company to the Company's 401(k) Plan in 2022 or 2021.
 19. Stockholders' Equity
 CWGS, LLC Ownership
 CWH is the sole managing member of CWGS, LLC and, although CWH had a minority economic interest in CWGS, LLC through March 11, 2021 before obtaining a majority economic interest in CWGS, LLC, CWH has the sole voting power in, and controls the management of, CWGS, LLC (See Note 20 – Non-Controlling Interests for further information about the ownership of CWGS, LLC). The remaining interest in CWGS, LLC, was held by the Continuing Equity Owners, who may redeem at each of their options their common units for, at the Company's election (determined solely by the Company's independent directors (within the meaning of the rules of the New York Stock Exchange) who are disinterested), cash or newly issued shares of the Company's Class A common stock. Accordingly, the Company consolidated the financial results of CWGS, LLC and reported a non-controlling interest in its consolidated financial statements. In accordance with the CWGS LLC Agreement, CWGS, LLC has made cash distributions to all common unit holders of CWGS, LLC in an amount sufficient for 1) CWH to pay the portion of its regular quarterly cash dividend to holders of its Class A common stock that is unrelated to tax distributions and 2) the common unit holders of CWGS, LLC to

 pay their income tax obligation on their allocated portion of CWGS, LLC income at the highest tax rate for all common unit holders of CWGS, LLC. The payment of these cash distributions by CWGS, LLC to Continuing Equity Owners are recorded as distributions to holders of CWGS, LLC common units in the accompanying Consolidated Statements of Stockholders' Equity and Consolidated Statements of Cash Flows. The payment of these cash distributions by CWGS, LLC to CWH are within the consolidated group and, therefore, are not included in the distributions to holders of CWGS LLC common units in the accompanying Consolidated Statements of Stockholders' Equity and Consolidated Statements of Cash Flows.
 Common Stock Economic and Voting Rights
 Each share of the Company's Class A common stock and Class B common stock entitles its holders to one vote per share on all matters presented to the Company's stockholders generally; provided that, for as long as ML Related Parties, directly or indirectly, beneficially own in the aggregate 27.5 % or more of all of the outstanding common units of CWGS, LLC, the shares of Class B common stock held by the ML Related Parties will entitle the ML Related Parties to the number of votes necessary such that the ML Related Parties, in the aggregate, cast 47 % of the total votes eligible to be cast by all of the Company's stockholders on all matters presented to a vote of the Company's stockholders generally. Additionally, the one share of Class C common stock entitles its holder to the number of votes necessary such that the holder casts 5 % of the total votes eligible to be cast by all of the Company's stockholders on all matters presented to a vote of the Company's stockholders generally. The one share of Class C common stock is owned by ML RV Group, LLC, a Delaware limited liability company, wholly-owned by the Company's Chairman and Chief Executive Officer, Marcus Lemonis.
 Holders of the Company's Class B and Class C common stock are not entitled to receive dividends and will not be entitled to receive any distributions upon the liquidation, dissolution or winding up of the Company. Shares of Class B common stock may only be issued to the extent necessary to maintain the one-to-one ratio between the number of common units of CWGS, LLC held by funds controlled by Crestview Partners II GP, L.P. and the ML Related Parties (the "Class B Common Owners") and the number of shares of Class B common stock held by the Class B Common Owners. Shares of Class B common stock are transferable only together with an equal number of common units of CWGS, LLC. Only permitted transferees of common units held by the Class B Common Owners will be permitted transferees of Class B common stock. Shares of Class B common stock will be canceled on a one-for-one basis upon the redemption of any of the outstanding common units of CWGS, LLC held by the Class B Common Owners. Upon the occurrence of certain change in control events, the Class C common stock would no longer have any voting rights, such share of the Company's Class C common stock will be cancelled for no consideration and will be retired, and the Company will not reissue such share of Class C common stock.
 The Company must, at all times, maintain a one-to-one ratio between the number of outstanding shares of Class A common stock and the number of common units of CWGS, LLC owned by CWH (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities).
 Short-Swing Profit Disgorgement
 In November 2022, the Company received approximately $ 58,000 from short-swing profit disgorgement remitted by Marcus A. Lemonis, Chairman and Chief Executive Officer of the Company, which is included as an increase to additional paid-in capital in the consolidated statement of stockholders' equity and as a financing activity in the consolidated statement of cash flows.
 Stock Repurchase Program
 In October 2020, the Company's Board of Directors initially authorized a stock repurchase program for the repurchase of up to $ 100.0 million of the Company's Class A common stock, expiring on October 31, 2022. In August 2021 and January 2022, the Company's Board of Directors authorized increases to the stock repurchase program for the repurchase of up to an additional $ 125.0 million and $ 152.7 million, respectively, of the Company's Class A common stock and extended the stock repurchase program to expire on August 31, 2023 and December 31, 2025, respectively. Repurchases under the program are subject to any applicable limitations on the availability of funds to be distributed to the Company by CWGS, LLC to fund repurchases and

 may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company's discretion, depending on market conditions and corporate needs. Open market repurchases will be structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Class A common stock and the program may be extended, modified, suspended or discontinued at any time at the Board's discretion. The Company expects to fund the repurchases using cash on hand.
 During the year ended December 31, 2023, the Company did not repurchase Class A common stock under the stock repurchase program. During the year ended December 31, 2022, the Company repurchased 2,592,524 shares of Class A common stock under this program for approximately $ 79.8 million including commissions paid, at a weighted average price per share of $ 30.76, which is recorded as treasury stock on the accompanying consolidated balance sheets. Class A common stock held as treasury stock is not considered outstanding. During the years ended December 31, 2023 and 2022, the Company reissued 579,176 and 852,508 shares of Class A common stock from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other equity-based awards under the Company's 2016 Incentive Award Plan (the "2016 Plan"), respectively, (see Note 21 — Equity-Based Compensation Plans). As of December 31, 2023 and 2022, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $ 120.2 million.
 As described in Note 12 — Income Taxes, the IRA imposes a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022 with certain exclusions for (a) repurchased shares for withholding taxes on vested RSUs and (b) treasury shares reissued in the same tax year for settlement of stock option exercises or vesting of RSUs.
 20. Non-Controlling Interests
 As described in Note 19 — Stockholders' Equity, CWH is the sole managing member of CWGS, LLC and, as a result, consolidates the financial results of CWGS, LLC. The Company reports a non-controlling interest representing the common units of CWGS, LLC held by Continuing Equity Owners. Changes in CWH's ownership interest in CWGS, LLC while CWH retains its controlling interest in CWGS, LLC will be accounted for as equity transactions. As such, future redemptions of common units of CWGS, LLC by the Continuing Equity Owners will result in a change in ownership and reduce or increase the amount recorded as non-controlling interest and increase or decrease additional paid-in capital when CWGS, LLC has positive or negative net assets, respectively. At the end of each period, the Company will record a non-controlling interest adjustment to additional paid-in capital such that the non-controlling interest on the accompanying consolidated balance sheet is equal to the non-controlling interest's ownership share of the underlying CWGS, LLC net assets (see the consolidated statement of stockholders' equity).
 The following table summarizes the CWGS, LLC common unit ownership by CWH and the Continuing Equity Owners:

 As of December 31, 2023

 As of December 31, 2022

 Common Units

 Ownership %

 Common Units

 Ownership %

 CWH

 45,020,116

 52.9 %

 42,440,940

 50.2 %

 Continuing Equity Owners

 40,044,536

 47.1 %

 42,044,536

 49.8 %

 Total

 85,064,652

 100.0 %

 84,485,476

 100.0 %

 During the years ended December 31, 2022 and 2021, CWGS Holding, LLC, a wholly owned subsidiary of ML Acquisition Company, LLC, which is indirectly owned by each of Stephen Adams, a former member of the Company's Board of Directors, and Marcus Lemonis, the Company's Chairman and Chief Executive Officer gifted 2,000,000 and 540,699 common units of CWGS, LLC, respectively, in total to a college and hospital in 2022 ("2022 Common Unit Giftees") and in total to a high school, university, and a charitable organization in 2021 ("2021 Common Unit Giftees"), which resulted in the corresponding 2,000,000 and 540,699 shares of

 Class B common stock, respectively, being transferred to the 2022 Common Unit Giftees and 2021 Common Unit Giftees, respectively. On January 1, 2023, the 2022 Common Unit Giftees redeemed the 2,000,000 common units of CWGS, LLC for 2,000,000 shares of the Company's Class A common stock, which also resulted in the cancellation of 2,000,000 shares of the Company's Class B common stock that had been transferred to the 2022 Common Unit Giftees with no additional consideration provided. During December 2021, on the day following each of the gifts, the 2021 Common Unit Giftees redeemed the 540,699 common units of CWGS, LLC for 540,699 shares of the Company's Class A common stock, which also resulted in the cancellation of 540,699 shares of the Company's Class B common stock that had been transferred to the 2021 Common Unit Giftees with no additional consideration provided.
 During the year ended December 31, 2021, the funds controlled by Crestview Partners II GP, L.P. redeemed 4.0 million common units of CWGS, LLC, for 4.0 million shares of the Company's Class A common stock, respectively, which also resulted in the cancellation of 4.0 million shares of the Company's Class B common stock, that was previously held by the funds controlled by Crestview Partners II GP, L.P. with no additional consideration provided.
 The following table summarizes the effects of changes in ownership in CWGS, LLC on the Company's equity:

 2023

 2022

 2021

 Net income attributable to Camping World Holdings, Inc.

 $

 $

 $

 Transfers to non-controlling interests:

 Decrease in additional paid-in capital as a result of the purchase of common units from CWGS, LLC with proceeds from the exercise of stock options

 ( 485)

 ( 245)

 ( 2,017)

 Decrease in additional paid-in capital as a result of the vesting of restricted stock units

 ( 25,080)

 ( 35,831)

 ( 28,493)

 Increase (decrease) in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on vested RSUs

 3,016

 2,371

 ( 989)

 Decrease in additional paid-in capital as a result of the stock award to employee

 —

 —

 ( 15,551)

 Decrease in additional paid-in capital as a result of repurchases of Class A common stock for withholding taxes on stock award to employee

 —

 —

 ( 160)

 Increase in additional paid-in capital as a result of repurchases of Class A common stock for treasury stock

 —

 27,561

 74,487

 Increase in additional paid-in capital as a result of the redemption of common units of CWGS, LLC

 8,653

 15,685

 Change from net income attributable to Camping World Holdings, Inc. and transfers to non-controlling interests

 $

 17,148

 $

 131,227

 $

 321,423

 21. Equity-Based Compensation Plans
 The following table summarizes the equity-based compensation that has been included in the following line items within the consolidated statements of operations during:

 2023

 2022

 2021

 Equity-based compensation expense:

 Costs applicable to revenue

 $

 $

 $

 Selling, general, and administrative

 23,191

 33,158

 47,174

 Total equity-based compensation expense

 $

 24,086

 $

 33,847

 $

 Total income tax benefit recognized related to equity-based compensation

 $

 3,205

 $

 3,809

 $

 5,982

 2016 Incentive Award Plan
 In October 2016, the Company adopted the 2016 Plan under which the Company may grant up to 14,693,518 stock options, restricted stock units, and other types of equity-based awards to employees, consultants or non-employee directors of the Company. The Company does not intend to use cash to settle

 any of its equity-based awards. Upon the exercise of a stock option award, the vesting of a restricted stock unit or the award of common stock or restricted stock, shares of Class A common stock are issued from authorized but unissued shares or from shares held in treasury. Stock options and restricted stock units granted to employees generally vest in equal annual installments over a three to five-year period and are canceled upon termination of employment. Stock options are granted with an exercise price equal to the fair market value of the Company's Class A common stock on the date of grant. Stock option grants expire after ten years unless canceled earlier due to termination of employment. Restricted stock units granted to non-employee directors vest in equal annual installments over a one-year or three-year period subject to voluntary deferral elections made prior to the grant.
 The Company did not grant any stock options during the years ended December 31, 2023, 2022 and 2021. A summary of stock option activity for the year ended December 31, 2023 is as follows:

 Weighted Average

 Aggregate

 Remaining

 Stock Options

 Weighted Average

 Intrinsic Value

 Contractual Life

 (in thousands)

 Exercise Price

 (in thousands)

 (years)

 Outstanding at December 31, 2022

 $

 21.92

 Exercised

 ( 18)

 $

 21.75

 Forfeited

 ( 27)

 $

 22.00

 Outstanding and exercisable at December 31, 2023

 $

 21.92

 $

 2.7

 At December 31, 2023 and 2022, all stock options were fully vested. The intrinsic value of stock options exercised was $ 0.1 million, $ 0.2 million and $ 3.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. The actual tax benefit for the tax deductions from the exercise of stock options was not significant for the years ended December 31, 2023 and 2022, and $ 0.6 million for the year ended December 31, 2021.
 A summary of restricted stock unit activity for the year ended December 31, 2023 is as follows:

 Restricted

 Weighted Average

 Stock Units

 Grant Date

 (in thousands)

 Outstanding at December 31, 2022

 2,549

 $

 32.08

 Granted

 $

 19.72

 Vested

 ( 843)

 $

 29.29

 Forfeited

 ( 384)

 $

 32.17

 Outstanding at December 31, 2023

 1,875

 $

 29.39

 The weighted-average grant date fair value of restricted stock units granted during the years ended December 31, 2023, 2022 and 2021 was $ 19.72, $ 23.12, and $ 35.31, respectively. At December 31, 2023, the intrinsic value of unvested restricted stock units was $ 49.2 million. At December 31, 2023, total unrecognized compensation cost related to unvested restricted stock units was $ 47.7 million and is expected to be recognized over a weighted-average period of 2.8 years.
 The fair value of restricted stock units that vested during the years ended December 31, 2023, 2022 and 2021 was $ 20.7 million, $ 35.1 million, and $ 38.7 million, respectively. The actual tax benefit for the tax deductions from the vesting of restricted stock units was $ 2.8 million, $ 4.9 million, and $ 5.6 million for the years ended December 31, 2023, 2022, and 2021, respectively. A portion of the actual tax benefit for tax deductions from the vesting of restricted stock units relating to the year ended December 31, 2023 was subject to limitations on deductibility of executive compensation. The restricted stock units that vested were typically net share settled such that the Company withheld shares with value equivalent to the employees' statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.

 The total shares withheld were based on the value of the restricted stock units on their respective vesting dates as determined by the Company's closing stock price. Total payments for the employees' tax obligations to taxing authorities are reflected as a financing activity within the Consolidated Statements of Cash Flows. These net share settlements had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.
 In December 2021, the Board of Directors of the Company awarded Marcus Lemonis, the Company's Chairman and Chief Executive Officer, an award of 510,986 shares of the Company's Class A common stock having an aggregate grant-date fair value of $ 20.0 million or $ 39.14 per share, which was recognized as equity-based compensation expense during the year ended December 31, 2021. The award was made in consideration of the Company's strong performance. Mr. Lemonis has not received compensation since the time of the Company's initial public offering other than Company-provided benefits such as medical and dental insurance and related gross-ups. Similar to the vesting of restricted stock units discussed above, this award to Mr. Lemonis was net share settled such that the Company withheld shares with value equivalent to Mr. Lemonis' statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were based on the value of the shares of Class A common stock on the date of the award as determined by the Company's closing stock price. Total payments for Mr. Lemonis' tax obligations to taxing authorities are reflected as a financing activity within the Consolidated Statements of Cash Flows. This net share settlement had the effect of a share repurchase by the Company as they reduced the number of shares that would have otherwise been issued as a result of the award and did not represent an expense to the Company. The actual tax benefit for the tax deduction for this award was $ 2.6 million for the year ended December 31, 2021, which was subject to limitations on deductibility of executive compensation.
 22. Earnings Per Share
 Basic earnings per share of Class A common stock is computed by dividing net income available to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted earnings per share of Class A common stock is computed by dividing net income available to Camping World Holdings, Inc. by the weighted-average number of shares of Class A common stock outstanding adjusted to give effect to potentially dilutive securities.

 The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A common stock:

 (In thousands except per share amounts)

 2023

 2022

 2021

 Numerator:

 $

 $

 $

 Less: net income attributable to non-controlling interests

 ( 19,557)

 ( 214,084)

 ( 363,614)

 Net income attributable to Camping World Holdings, Inc. — basic

 Add: reallocation of net income attributable to non-controlling interests from the assumed dilutive effect of stock options and RSUs

 —

 —

 Add: reallocation of net income attributable to non-controlling interests from the assumed redemption of common units of CWGS, LLC for Class A common stock

 15,392

 —

 266,381

 Net income attributable to Camping World Holdings, Inc. — diluted

 $

 46,436

 $

 137,885

 $

 544,842

 Denominator:

 Weighted-average shares of Class A common stock outstanding — basic

 44,626

 42,386

 45,009

 Dilutive options to purchase Class A common stock

 Dilutive restricted stock units

 1,165

 Dilutive common units of CWGS, LLC that are convertible into Class A common stock

 40,045

 —

 43,438

 Weighted-average shares of Class A common stock outstanding — diluted

 84,972

 42,854

 89,762

 Earnings per share of Class A common stock — basic

 $

 0.70

 $

 3.23

 $

 6.19

 Earnings per share of Class A common stock — diluted

 $

 0.55

 $

 3.22

 $

 6.07

 Weighted-average anti-dilutive securities excluded from the computation of diluted earnings per share of Class A common stock:

 Stock options to purchase Class A common stock

 —

 —

 Restricted stock units

 1,364

 2,146

 Common units of CWGS, LLC that are convertible into Class A common stock

 —

 42,045

 —

 Shares of the Company's Class B common stock and Class C common stock do not share in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B common stock or Class C common stock under the two-class method has not been presented.
 23. Segment Information
 The Company has the following two reportable segments: (i) Good Sam Services and Plans, and (ii) RV and Outdoor Retail (see Note 1 – Summary of Significant Accounting Policies – Description of the Business for a discussion of the primary revenue generating activities of each segment).
 The reportable segments identified above are the business activities of the Company for which discrete financial information is available and for which operating results are regularly reviewed by the Company's chief operating decision maker to allocate resources and assess performance. The Company's chief operating decision maker is a group comprised of the Chief Executive Officer and the President. Segment revenue includes intersegment revenue. Segment income includes intersegment allocations for subsidiaries and shared resources.

 Reportable segment revenue, segment income, floor plan interest expense, depreciation and amortization, other interest expense, net, total assets, and capital expenditures are as follows:

 Year Ended December 31, 2023

 Good Sam

 RV and

 Services

 Outdoor

 Intersegment

 and Plans

 Retail

 Eliminations

 Total

 Good Sam services and plans

 $

 194,827

 $

 —

 $

 ( 1,000)

 $

 193,827

 —

 2,581,250

 ( 4,972)

 2,576,278

 —

 1,983,865

 ( 4,233)

 1,979,632

 —

 870,648

 ( 610)

 870,038

 —

 564,596

 ( 2,340)

 —

 —

 Total consolidated revenue

 $

 194,827

 $

 6,044,875

 $

 ( 13,155)

 $

 Year Ended December 31, 2022

 Good Sam

 RV and

 Services

 Outdoor

 Intersegment

 and Plans

 Retail

 Eliminations

 Total

 Good Sam services and plans

 $

 192,622

 $

 —

 $

 ( 494)

 $

 192,128

 —

 3,234,016

 ( 5,939)

 3,228,077

 —

 1,881,468

 ( 3,867)

 1,877,601

 —

 1,000,170

 ( 956)

 999,214

 —

 641,087

 ( 17,631)

 623,456

 —

 46,537

 —

 46,537

 Total consolidated revenue

 $

 192,622

 $

 6,803,278

 $

 ( 28,887)

 $

 6,967,013

 Year Ended December 31, 2021

 Good Sam

 RV and

 Services

 Outdoor

 Intersegment

 and Plans

 Retail

 Eliminations

 Total

 Good Sam services and plans

 $

 180,926

 $

 —

 $

 ( 204)

 $

 180,722

 —

 3,306,002

 ( 6,548)

 3,299,454

 —

 1,689,855

 ( 3,638)

 1,686,217

 —

 1,102,407

 ( 1,465)

 1,100,942

 —

 613,086

 ( 14,611)

 598,475

 —

 47,944

 —

 47,944

 Total consolidated revenue

 $

 180,926

 $

 6,759,294

 $

 ( 26,466)

 $

 6,913,754

 2023

 2022

 2021

 Segment income: (1)

 $

 106,748

 $

 90,857

 $

 74,765

 159,626

 528,564

 798,846

 Total segment income

 266,374

 619,421

 873,611

 Corporate & other

 ( 13,732)

 ( 12,619)

 ( 9,679)

 ( 68,643)

 ( 80,304)

 ( 66,418)

 ( 135,270)

 ( 75,745)

 ( 46,912)

 2,442

 ( 2,813)

 Loss and expense on debt restructure

 —

 —

 ( 13,468)

 ( 1,769)

 ( 752)

 ( 122)

 $

 49,402

 $

 450,115

 $

 734,199

 (1)
 Segment income is defined as income from operations before depreciation and amortization plus floor plan interest expense.

 2023

 2022

 2021

 Depreciation and amortization:

 $

 3,278

 $

 3,353

 $

 3,009

 65,365

 76,951

 63,409

 Total depreciation and amortization

 $

 $

 $

 66,418

 2023

 2022

 2021

 Other interest expense, net:

 $

 ( 204)

 $

 $

 ( 3)

 27,131

 14,802

 7,759

 26,927

 14,859

 7,756

 Corporate & other

 108,343

 60,886

 39,156

 Total other interest expense, net

 $

 135,270

 $

 75,745

 $

 46,912

 As of December 31,

 2023

 2022

 Assets:

 $

 113,619

 $

 130,841

 4,568,372

 4,448,354

 4,681,991

 4,579,195

 Corporate & other

 163,693

 220,952

 Total assets

 $

 4,845,684

 $

 4,800,147

 2023

 2022

 2021

 Capital expenditures:

 $

 4,040

 $

 5,099

 $

 1,856

 194,234

 205,491

 246,084

 198,274

 210,590

 247,940

 Corporate and other

 —

 ( 129)

 Total capital expenditures

 $

 198,274

 $

 210,592

 $

 247,811

 (1)

 Schedule I: Condensed Financial Information of Registrant
 Condensed Balance Sheets
 (Parent Company Only)
 (In Thousands Except Per Share Amounts)

 2023

 2022

 Assets

 Current assets:

 Cash and cash equivalents

 $

 1,905

 $

 70,262

 Affiliate Loan

 30,000

 —

 Prepaid income taxes and other

 5,577

 Total current assets

 31,944

 75,839

 Deferred tax asset

 155,928

 141,807

 Investment in subsidiaries

 100,759

 100,800

 Total assets

 $

 288,631

 $

 318,446

 Liabilities and stockholders' equity

 Current liabilities:

 Income tax payable

 1,238

 —

 Current portion of liabilities under Tax Receivable Agreement

 12,943

 10,873

 Total current liabilities

 14,181

 10,873

 Liabilities under Tax Receivable Agreement, net of current portion

 149,866

 159,743

 Total liabilities

 164,047

 170,616

 Commitments and contingencies

 Stockholders' equity:

 Preferred stock, par value $ 0.01 per share – 20,000 shares authorized; none issued and outstanding as of December 31, 2023 and 2022

 —

 —

 Class A common stock, par value $ 0.01 per share – 250,000 shares authorized; 49,571 issued and 45,020 outstanding as of December 31, 2023 and 47,571 issued and 42,441 outstanding as of December 31, 2022

 Class B common stock, par value $ 0.0001 per share – 75,000 shares authorized; 39,466 issued and outstanding as of December 31, 2023; 41,466 issued and outstanding as of December 31, 2022

 Class C common stock, par value $ 0.0001 per share – 0.001 share authorized, issued and outstanding as of December 31, 2023 and 2022

 —

 —

 Additional paid-in capital

 98,280

 106,051

 Treasury stock, at cost; 4,551 and 5,130 shares as of December 31, 2023 and 2022, respectively

 ( 159,440)

 ( 179,732)

 Retained earnings

 185,244

 221,031

 Total stockholders' equity

 124,584

 147,830

 Total liabilities and stockholders' equity

 $

 288,631

 $

 318,446

 See accompanying Notes to Condensed Financial Information

 Schedule I: Condensed Financial Information of Registrant (continued)
 Condensed Statements of Operations
 (Parent Company Only)

 2023

 2022

 2021

 Intercompany revenue

 $

 10,584

 $

 10,069

 $

 9,551

 Total revenue

 10,584

 10,069

 9,551

 Operating expenses:

 Selling, general, and administrative

 10,646

 10,069

 9,551

 Total operating expenses

 10,646

 10,069

 9,551

 Income from operations

 ( 62)

 —

 —

 Interest income, net

 1,426

 Affiliate Loan interest income

 —

 —

 2,442

 ( 2,813)

 Other (expense) income, net

 —

 Equity in net income of subsidiaries

 21,463

 215,271

 378,657

 25,308

 216,001

 376,292

 5,736

 ( 79,054)

 ( 97,831)

 $

 $

 $

 See accompanying Notes to Condensed Financial Information

 Schedule I: Condensed Financial Information of Registrant (continued)
 Condensed Statements of Cash Flows
 (Parent Company Only)

 For the Year Ended December 31,

 2023

 2022

 2021

 Operating activities

 $

 $

 $

 Adjustments to reconcile net income to net cash used in operating activities:

 Equity in net income of subsidiaries

 ( 21,463)

 ( 215,271)

 ( 378,657)

 Deferred tax expense

 ( 11,901)

 28,672

 8,210

 ( 2,442)

 ( 114)

 2,813

 Change in assets and liabilities, net of acquisitions:

 Prepaid income taxes and other assets

 6,219

 2,914

 ( 57)

 Accounts payable and other accrued liabilities

 1,238

 —

 —

 Payment pursuant to Tax Receivable Agreement

 ( 10,937)

 ( 11,322)

 ( 8,089)

 Net cash used in operating activities

 ( 8,242)

 ( 58,174)

 ( 97,319)

 Investing activities

 Purchases of LLC Interest from CWGS, LLC

 ( 389)

 ( 541)

 ( 4,111)

 Return of LLC Interest to CWGS, LLC for funding of treasury stock purchases

 —

 79,757

 156,256

 Distributions received from CWGS, LLC

 36,716

 162,767

 198,138

 Lent funds under Affiliate Loan

 ( 30,000)

 —

 —

 Net cash provided by investing activities

 6,327

 241,983

 350,283

 Financing activities

 Dividends paid to Class A common stockholders

 ( 66,831)

 ( 105,387)

 ( 67,176)

 Proceeds from exercise of stock options

 4,111

 Repurchases of Class A common stock to treasury

 —

 ( 79,757)

 ( 156,256)

 Disgorgement of short-swing profits by Section 16 officer

 —

 —

 Net cash used in financing activities

 ( 66,442)

 ( 184,545)

 ( 219,321)

 (Decrease) increase in cash and cash equivalents

 ( 68,357)

 ( 736)

 33,643

 Cash and cash equivalents at beginning of year

 70,262

 70,998

 37,355

 Cash and cash equivalents at end of the year

 $

 1,905

 $

 70,262

 $

 70,998

 See accompanying Notes to Condensed Financial Information

 Schedule I: Condensed Financial Information of Registrant (continued)
 Notes to Condensed Financial Information
 (Parent Company Only)
 1. Organization
 Camping World Holdings, Inc. (the "Parent Company") was formed on March 8, 2016 as a Delaware corporation and is a holding company with no direct operations. The Parent Company's assets consist primarily of cash and cash equivalents, its equity interest in CWGS Enterprises, LLC ("CWGS, LLC"), its Affiliate Loan (as defined in Note 3 – Affiliate Loan), and certain deferred tax assets.
 The Parent Company's cash inflows are primarily from cash dividends or distributions and other transfers from CWGS, LLC. The amounts available to the Parent Company to fulfill cash commitments and pay cash dividends on its common stock are subject to certain restrictions in CWGS, LLC's Senior Secured Credit Facilities. See Note 10 to the consolidated financial statements.
 2. Basis of Presentation
 These condensed parent company financial statements should be read in conjunction with the consolidated financial statements of Camping World Holdings, Inc. and the accompanying notes thereto, included in this Form 10-K. For purposes of this condensed financial information, the Parent Company's interest in CWGS, LLC is recorded based upon its proportionate share of CWGS, LLC's net assets (similar to presenting them on the equity method).
 The Parent Company is the sole managing member of CWGS, LLC, and pursuant to the Amended and Restated LLC Agreement of CWGS, LLC (the "LLC Agreement"), receives compensation in the form of reimbursements for all costs associated with being a public company. Intercompany revenue consists of these reimbursement payments and is recognized when the corresponding expense to which it relates is recognized.
 Certain intercompany balances presented in these condensed Parent Company financial statements are eliminated in the consolidated financial statements. For the years ended December 31, 2023, 2022, and 2021, the full amounts of intercompany revenue and equity in net income of subsidiaries in the accompanying Parent Company Statements of Operations were eliminated in consolidation. No intercompany receivable was owed to the Parent Company by CWGS, LLC at December 31, 2023 and 2022 (see Note 3 – Affiliate Loan for other amounts owed to the Parent Company). Related party amounts that were not eliminated in the consolidated financial statements include the Parent Company's liabilities under the tax receivable agreement, which totaled $ 162.8 million and $ 170.6 million as of December 31, 2023 and 2022, respectively.
 3. Affiliate Loan
 In December 2023, the Parent Company (the "Lender") and CWGS Group, LLC (the "Borrower"), a wholly-owned subsidiary of CWGS, LLC, entered into a loan agreement (the "Affiliate Loan") whereby the Borrower may borrow up to $ 40.0 million from the Lender at an interest rate of the Secured Overnight Financing Rate ("SOFR") plus 6.50 % per annum. The Lender may demand repayment with thirty-day notice, there are no prepayment restrictions or penalties, and the Affiliate Loan expires in December 2025.
 In December 2023, the Borrower borrowed $ 30.0 million under the Affiliate Loan, which was repaid with accrued interest in January 2024. At December 31, 2023, the interest rate on the Affiliate Loan was 11.86 % and accrued interest was less than $ 0.1 million.
 4. Commitments and Contingencies
 The Parent Company is party to a tax receivable agreement with certain holders of common units in CWGS, LLC (the "Continuing Equity Owners") that provides for the payment by the Parent Company to the Continuing Equity Owners of 85 % of the amount of any tax benefits that the Parent Company actually realizes, or in some cases are deemed to realize, as a result of certain transactions. See Note 12 to the consolidated financial statements for more information regarding the Parent Company's tax receivable agreement. As

 described in Note 12 to the consolidated financial statements, amounts payable under the tax receivable agreement are contingent upon, among other things, (i) generation of future taxable income of Camping World Holdings, Inc. over the term of the tax receivable agreement and (ii) future changes in tax laws. As of December 31, 2023 and 2022, liabilities under the tax receivable agreement totaled $ 162.8 million and $ 170.6 million, respectively.
 See Note 14 to the consolidated financial statements for information regarding pending and threatened litigation and Note 1 to the consolidated financial statements for information about the February 2022 cybersecurity incident. Pursuant to the LLC Agreement, the Parent Company receives reimbursements for all costs associated with being a public company, which includes costs of litigation and cybersecurity incidents.
 5. Income Taxes
 CWGS, LLC completed the steps necessary to convert Camping World, Inc. ("CW") and certain of its subsidiaries from Subchapter C Corporations to limited liability companies ("LLCs") with an effective date of January 2, 2023 (the "LLC Conversion"). All required filings for conversion to LLC were made by December 31, 2022. Accordingly, the effect of the LLC Conversion was recorded during the year ended December 31, 2022, as the filings were perfunctory pursuant to the rules prescribed under ASC 740, Income Taxes. Beginning with the year ending December 31, 2023, the operating losses of CW and its subsidiaries will offset taxable income generated by CWGS, LLC's other LLC businesses. As a result, both income tax expense recognized by the Parent Company and the amount of required tax distributions paid to holders of common units in CWGS, LLC, under the CWGS LLC Agreement, will decrease. The LLC Conversion will allow CWGS, LLC to more easily integrate its retail and dealership operations and more seamlessly share resources within the RV and Outdoor Retail segment, while providing an expected future cash flow benefit for the operating companies.
 During the years ended December 31, 2023 and 2022, the above LLC Conversion resulted in additional income tax benefit and expense for the Parent Company of $ 3.1 million and $ 13.3 million, respectively. Additionally, the Parent Company recorded an income tax benefit of $ 4.1 million related to an entity classification election that was filed in the third quarter of 2023 with a January 2, 2023 effective date.
 6. Stock Repurchase Program
 During the year ended December 31, 2023, the Parent Company did not repurchase Class A common stock under the stock repurchase program. During the year ended December 31, 2022, the Parent Company repurchased 2,592,524 shares of Class A common stock, under this program for approximately $ 79.8 million, including commissions paid, at a weighted average price per share of $ 30.76, which is recorded as treasury stock on the Parent Company's balance sheet. During the year ended December 31, 2022, the $ 79.8 million was concurrently funded by CWGS, LLC in exchange for the return of 2,592,524 common units in CWGS, LLC, which reduced the Parent Company's ownership interest in CWGS, LLC. Class A common stock held as treasury stock is not considered outstanding. During the years ended December 31, 2023 and 2022, the Parent Company reissued 579,176 and 852,508 shares of Class A common stock, respectively, from treasury stock to settle the exercises of stock options, vesting of restricted stock units, and settlement of other equity-based awards under the Parent Company's 2016 Incentive Award Plan. As of December 31, 2023, the remaining approved amount for repurchases of Class A common stock under the share repurchase program was approximately $ 120.2 million.

 7. Statements of Cash Flows
 Supplemental disclosures of cash flow information are as follows (in thousands):

 2023

 2022

 2021

 Cash paid (refunded) during the period for:

 Interest

 $

 —

 $

 —

 $

 —

 Income taxes

 ( 646)

 47,601

 87,588

 Non-cash financing activities:

 Par value of Class A common stock issued for redemption of common units in CWGS, LLC

 Cost of treasury stock issued for vested restricted stock units

 29,542

 42,640

 34,756

 Cost of treasury stock issued for stock award to employee

 —

 —

 19,586

 Schedule II: Valuation and Qualifying Accounts

 Balance at

 Additions

 Charged

 Charges

 Balance

 Beginning

 Charged to

 to Other

 Utilized

 at End

 Expense (1)

 Accounts (2)

 (Write-offs)

 Accounts receivable allowance (3):

 Year ended December 31, 2023

 $

 4,222

 $

 ( 954)

 $

 $

 ( 304)

 $

 2,978

 Year ended December 31, 2022

 4,711

 $

 $

 $

 ( 1,461)

 $

 4,222

 Year ended December 31, 2021

 3,393

 1,568

 ( 324)

 4,711

 (1)
 Additions to allowance for credit losses are charged to expense.

 (2)
 Additions to returns allowances are credited against revenue.

 (3)
 Accounts receivable allowance includes the allowance for credit losses and the allowance for returns.

 Balance at

 Additions

 Charged

 Charges

 Balance

 Beginning

 Charged to

 to Other

 Utilized

 at End

 Expense

 Accounts

 (Write-offs)

 Noncurrent other assets allowance:

 Year ended December 31, 2023

 $

 $

 $

 —

 $

 ( 37)

 $

 Year ended December 31, 2022

 ( 5)

 —

 —

 Year ended December 31, 2021

 —

 —

 —

 Tax Valuation

 Tax Valuation

 Allowance

 Allowance

 Balance at

 Charged to

 Credited to

 Charged

 Balance

 Beginning

 Income Tax

 Income Tax

 to Other

 at End

 Provision

 Provision

 Accounts (1)

 Valuation allowance for deferred tax assets:

 Year ended December 31, 2023

 $

 154,976

 $

 —

 $

 66,678

 $

 10,038

 $

 231,692

 Year ended December 31, 2022

 312,088

 —

 ( 164,257)

 7,145

 154,976

 Year ended December 31, 2021

 295,946

 —

 ( 2,234)

 18,376

 312,088

 (1)
 Amounts charged to additional paid-in capital relating to the outside basis in the investment in CWGS, LLC.

 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 None.

 ITEM 9A. Controls and Procedures
 Limitations on Effectiveness of Controls and Procedures
 In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
 Evaluation of Disclosure Controls and Procedures
 Our management, with the participation of our chief executive officer and chief financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the "Exchange Act,") as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2023.
 Management's Annual Report on Internal Control over Financial Reporting
 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).
 Our management has excluded from its assessment of internal control over financial reporting at December 31, 2023 the internal control over financial reporting of several of our recently acquired businesses in 2023, comprised of 18 dealerships (the "Excluded Acquisitions"). The Excluded Acquisitions constituted $149.2 million and $23.5 million of total assets and net assets, respectively, as of December 31, 2023, and $99.8 million and $8.1 million of revenues and pre-tax loss, respectively, for the year then ended.
 Based on our assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
 Our internal control over financial reporting as of December 31, 2023, has been audited by Deloitte & Touche LLP, the independent registered public accounting firm who has also audited our consolidated financial statements, as stated in their report which is included on page 147.
 Changes in Internal Control over Financial Reporting
 During the quarter ended December 31, 2023, we completed the process of incorporating the internal controls for the businesses we acquired in 2022, comprised of nine dealerships (the "2022 Excluded Acquisitions"), into our internal control over financial reporting and extending our Section 404 compliance program under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations under such Act to include the 2022 Excluded Acquisitions.

 Except as otherwise described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) identified in connection with the evaluation of our internal control performed during the fiscal quarter ended December 31, 2023, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 To the stockholders and the Board of Directors of Camping World Holdings, Inc., and subsidiaries
 Opinion on Internal Control over Financial Reporting
 We have audited the internal control over financial reporting of Camping World Holdings, Inc., and subsidiaries (the "Company") as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
 We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 26, 2024, expressed an unqualified opinion on those financial statements.
 As described in Management's Annual Report on Internal Control over Financial Reporting in Item 9A, management excluded from its assessment the internal control over financial reporting at the Company's recently acquired businesses in 2023, comprised of 18 dealerships (the "Excluded Acquisitions"). The Excluded Acquisitions constituted $149.2 million and $23.5 million of total assets and net assets, respectively, as of December 31, 2023. They represented $99.8 million of revenue and pre-tax loss of $8.1 million for the year ended December 31, 2023.
 Basis for Opinion
 The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
 We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
 Definition and Limitations of Internal Control over Financial Reporting
 A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized

 acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 /s/ Deloitte & Touche LLP
 Chicago, Illinois

 ITEM 9B. Other Information
 (a)
 Not applicable

 (b)
 During the three months ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
 Not applicable

 ITEM 10. Directors, Executive Officers and Corporate Governance
 We have adopted a written code of business conduct and ethics, which applies to all of our directors, officers and employees, including our principal executive officer and our principal financial and accounting officer. Our Code of Business Conduct and Ethics is available on our website www.campingworld.com in the "Investor Relations" section under "Governance." In addition, we intend to post on our website all disclosures that are required by law or New York Stock Exchange listing rules concerning any amendments to, or waivers from, any provision of our Code of Business Conduct and Ethics. The information contained on our website is not incorporated by reference into this Form 10-K.
 In February 2024, our headquarters moved from 250 Parkway Drive, Suite 270, Lincolnshire, IL 60069 to 2 Marriott Drive, Lincolnshire, IL 60069. Any communications from stockholders, including recommendations of nominees to the Company's board of directors, should be sent to our new headquarters at 2 Marriott Drive, Lincolnshire, IL 60069.
 The information concerning our executive officers and directors in response to this item is contained above in part under the caption "Information About Our Executive Officers and Directors" at the end of Part I of this Form 10-K. Other Information required by this item will be included under the captions "Proposal 1: Election of Directors", "Corporate Governance", "Committees of the Board", and, if applicable, "Delinquent Section 16(a) Reports" in our Proxy Statement for our 2024 Annual Meeting of Stockholders and, upon filing, is incorporated herein by reference.

 ITEM 11. Executive Compensation
 The information required by this item will be included under the captions "Executive Compensation", "Director Compensation", "Compensation Committee Report", and "Compensation Committee Interlocks and Insider Participation" in our Proxy Statement for our 2024 Annual Meeting of Stockholders and, upon filing, is incorporated herein by reference.

 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
 The following table provides information about our compensation plans under which our Class A common stock is authorized for issuance, as of December 31, 2023:

 Plan Category

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted-average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuances under equity compensation plans

 Equity compensation plans approved by security holders (1)

 2,067,065

 $21.92

 7,149,167

 Equity compensation plans not approved by security holders

 —

 —

 —

 Total

 2,067,065

 $21.92

 7,149,167

 (1)
 Includes awards granted and available to be granted under our 2016 Plan.

 Other information required by this item with respect to security ownership of certain beneficial owners and management will be included under the caption "Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan Information" in our Proxy Statement for our 2024 Annual Meeting of Stockholders and, upon filing, is incorporated herein by reference.

 ITEM 13. Certain Relationships and Related Transactions, and Director Independence
 The information required by this item will be included under the captions "Certain Relationships and Related Person Transactions" and "Corporate Governance—Director Independence" in our Proxy Statement for our 2024 Annual Meeting of Stockholders and, upon filing, is incorporated herein by reference.

 ITEM 14. Principal Accountant Fees and Services
 The information required by this item will be included under the caption "Independent Registered Public Accounting Firm Fees and Other Matters" in our Proxy Statement for our 2024 Annual Meeting of Stockholders and, upon filing, is incorporated herein by reference.

 ITEM 15. Exhibits, Financial Statements and Schedules
 (a)(1) Financial Statements.
 See the table of contents under "Item 8. Financial Statements and Supplementary Data" in Part II of this Form 10-K above for the list of financial statements filed as part of this report.
 (a)(2) Financial Statement Schedules.

 Schedule I: Condensed Financial Information of Registrant

 Schedule II: Valuation and Qualifying Accounts

 All other schedules have been omitted because they are not required or because the required information is given in the Consolidated Financial Statements or Notes thereto set forth above under "Item 8. Financial Statements and Supplementary Data" in Part II of this Form 10-K, beginning on page 85.
 (a)(3) Exhibits.
 INDEX TO EXHIBITS

 Incorporated by Reference

 Exhibit Number

 Exhibit Description

 Form

 File No.

 Exhibit

 Filing Date

 Filed/ Furnished Herewith

 3.1

 Amended and Restated Certificate of Incorporation of Camping World Holdings, Inc.

 3.1

 11/10/16

 3.2

 Amended and Restated Bylaws of Camping World Holdings, Inc.

 3.1

 12/26/23

 4.1

 Specimen Stock Certificate evidencing the shares of Class A common stock

 S-1/A

 333-211977

 4.1

 9/13/16

 4.2

 Description of Capital Stock

 *

 10.1

 Tax Receivable Agreement, dated October 6, 2016

 10.1

 10.2

 Voting Agreement, dated October 6, 2016

 10.2

 10.3

 Amended and Restated LLC Agreement of CWGS Enterprises, LLC, dated October 6, 2016

 10.3

 10.4

 Registration Rights Agreement, dated October 6, 2016

 10.4

 10.5

 Eighth Amended and Restated Credit Agreement, dated September 30, 2021, among FreedomRoads, LLC, as the company and a borrower, certain subsidiaries of FreedomRoads, LLC, as subsidiary borrowers, Bank of America, N.A., as administrative agent and letter of credit issuer, and the other lenders party thereto

 10.1

 10/6/21

 Incorporated by Reference

 Exhibit Number

 Exhibit Description

 Form

 File No.

 Exhibit

 Filing Date

 Filed/ Furnished Herewith

 10.6

 Credit Agreement, dated June 3, 2021, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent

 10.1

 6/8/21

 10.7

 Amendment No. 1 to Credit Agreement, dated December 20, 2021, by and among CWGS Enterprises, LLC, as holdings, CWGS Group, LLC, as borrower, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent

 10.1

 12/23/21

 10.8

 Credit Agreement, dated as of October 27, 2022, by and among certain subsidiaries of FRHP Lincolnshire, LLC, as Holdings, certain subsidiaries of Holdings, as Borrowers, CWGS Group, LLC as Guarantor, Manufacturers and Traders Trust Company, as Administrative Agent, and the Financial Institutions Party thereto, as Lenders

 10.1

 11/2/22

 #10.9

 Camping World Holdings, Inc. 2016 Incentive Award Plan

 S-8

 333-214040

 4.4

 10/11/16

 #10.10

 Camping World Holdings, Inc. Non-Employee Director Compensation Policy

 10.1

 5/4/22

 #10.11

 Camping World Holdings, Inc. Director Stock Ownership Policy

 10.21

 #10.12

 Camping World Holdings, Inc. Executive Stock Ownership Policy

 10.22

 #10.13

 Form of Employee Stock Option Agreement

 S-1/A

 333-211977

 10.28

 9/20/16

 #10.14

 Form of Employee Restricted Stock Unit Agreement

 10.2

 8/10/17

 #10.15

 Form of Director Restricted Stock Unit Agreement

 10.3

 8/10/17

 #10.16

 Form of Indemnification Agreement

 S-1/A

 333-211977

 10.31

 9/26/16

 #10.17

 Employment Agreement, dated June 10, 2016, by and between CWGS Enterprises, LLC, Camping World Holdings, Inc. and Marcus A. Lemonis

 S-1/A

 333-211977

 10.12

 9/20/16

 #10.18

 Employment Agreement between Camping World Holdings, Inc. and Brent L. Moody, dated May 3, 2021

 10.1

 5/5/21

 #10.19

 Employment Agreement with Karin L. Bell, dated July 1, 2020

 10.2

 8/6/20

 Incorporated by Reference

 Exhibit Number

 Exhibit Description

 Form

 File No.

 Exhibit

 Filing Date

 Filed/ Furnished Herewith

 #10.20

 First Amendment to Employment Agreement with Karin L. Bell, dated June 1, 2022

 10.1

 8/3/22

 #10.21

 Employment Agreement, effective as of January 1, 2023 between Camping World Holdings, Inc., CWGS Enterprises, LLC and Matthew Wagner

 10.21

 2/23/23

 10.22

 Amendment No. 1 to Tax Receivable Agreement, dated December 22, 2023

 *

 10.23

 Amendment No. 1 to the Eighth Amended and Restated Credit Agreement, dated July 18, 2023, among FreedomRoads, LLC, as the company and a borrower, certain subsidiaries of FreedomRoads, LLC, as subsidiary borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto

 10.1

 7/20/23

 #10.23

 Second Amendment to Employment Agreement with Karin L. Bell, dated July 13, 2023

 10.2

 8/2/23

 #10.24

 Employment Agreement, effective as of July 13, 2023 between Camping World Holdings, Inc., CWGS Enterprises, LLC and Thomas E. Kirn

 10.3

 8/2/23

 #10.25

 Employment Agreement, effective as of July 13, 2023 between Camping World Holdings, Inc., CWGS Enterprises, LLC and Lindsey Christen

 10.4

 8/2/23

 21.1

 List of Subsidiaries of Camping World Holdings, Inc.

 *

 23.1

 Consent of Independent Registered Public Accounting Firm

 *

 24.1

 Power of Attorney

 *

 31.1

 Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer

 *

 31.2

 Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer

 *

 32.1

 Section 1350 Certification of Chief Executive Officer

 **

 32.2

 Section 1350 Certification of Chief Financial Officer

 **

 97.1

 Policy For Recovery of Erroneously Awarded Compensation

 *

 Incorporated by Reference

 Exhibit Number

 Exhibit Description

 Form

 File No.

 Exhibit

 Filing Date

 Filed/ Furnished Herewith

 101.INS

 ***

 101.SCH

 ***

 101.CAL

 ***

 101.DEF

 ***

 101.LAB

 ***

 101.PRE

 ***

 ***

 *

 Filed herewith

 **

 Furnished herewith

 ***

 Submitted electronically herewith

 #

 Indicates management contract or compensatory plan

 ITEM 16. Form 10-K Summary
 None

 Signatures
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 Ch 5

 Date: February 26, 2024

 By:

 /s/ MARCUS A. LEMONIS

 Marcus A. Lemonis
 Chairman and Chief Executive Officer

 Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities set forth opposite to their names and on the dates indicated.
 Signature

 Title

 Date

 /s/ MARCUS A. LEMONIS

 Chairman, Chief Executive Officer and Director (Principal Executive Officer)

 Marcus A. Lemonis

 /s/ KARIN L. BELL

 Chief Financial Officer (Principal Financial Officer)

 Karin L. Bell

 /s/ THOMAS E. KIRN

 Chief Accounting Officer (Principal Accounting Officer)

 Thomas E. Kirn

 *

 Andris A. Baltins

 *

 Brian P. Cassidy

 *

 Mary J. George

 *

 Michael W. Malone

 *

 President, Camping World Holdings, Inc. and Director

 Brent L. Moody

 *

 K. Dillon Schickli

 *By:

 /s/ MARCUS A. LEMONIS

 Marcus A. Lemonis
 Attorney-in-fact