Camping World Holdings, Inc. Income Taxes Disclosure
12. Income Taxes
CWH is organized as a Subchapter C corporation (“C-Corp”) and, as of December 31, 2025, is a 61.4% 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 active CWGS, LLC subsidiaries, including CWFR Capital, LLC, 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 expense (benefit) from operations consisted of:
Year Ended December 31, | |||||||||
($ in thousands) | 2025 | | 2024 | | 2023 | ||||
Current: | |||||||||
Federal | $ | 8,716 | $ | 880 | $ | 9,123 | |||
State | 3,367 | 689 | 1,558 | ||||||
Deferred: | |||||||||
Federal | 178,233 | (10,377) | (11,173) | ||||||
State | 35,481 | (2,569) | (3,035) | ||||||
Income tax expense (benefit) | $ | 225,797 | $ | (11,377) | $ | (3,527) | |||
A reconciliation of income tax expense (benefit) from operations to the federal statutory rate for were as follows:
Year Ended December 31, 2025 | |||||
($ in thousands) | Amount | Percent | |||
Pre-tax book income | $ | 120,159 | |||
U.S federal statutory tax rate | 25,233 | 21.0% | |||
39,213 | 32.6% | ||||
Tax credits | (482) | (0.4)% | |||
Changes in valuation allowances | 151,579 | 126.1% | |||
Nontaxable or nondeductible items: | |||||
Accrual to return | 4,326 | 3.6% | |||
Income taxes computed at the effective federal statutory rate for pass-through entities not subject to tax for the Company | 3,352 | 2.8% | |||
Other nondeductible expenses | 1,459 | 1.2% | |||
Changes in unrecognized tax benefits | 172 | 0.1% | |||
Other adjustments | 945 | 0.8% | |||
$ | 225,797 | 187.9% | |||
| (1) | The majority of the tax effect of this category (greater than 50 percent) is made up of state taxes from the following jurisdictions: California, Florida, Illinois, Minnesota, New York, Oregon, Pennsylvania, and Virginia. |
Year Ended December 31, | ||||||
($ in thousands) | 2024 | 2023 | ||||
Income taxes computed at federal statutory rate(1) | $ | (18,955) | $ | 10,374 | ||
State income taxes – net of federal benefit(1) | (1,774) | (2,645) | ||||
Other differences: | ||||||
State and local taxes on pass-through entities | 674 | 1,948 | ||||
Income taxes computed at the effective federal and state statutory rate for pass-through entities not subject to tax for the Company(2) | 9,411 | (3,927) | ||||
Effect of LLC Conversion(3) | — | (85,790) | ||||
(Decrease) increase in valuation allowance(4) | (1,568) | 64,351 | ||||
Impact of other state tax rate changes | (241) | 4,900 | ||||
Accrual to return | 420 | 8,314 | ||||
Tax credits | (501) | (582) | ||||
Uncertain Tax Positions | (128) | (547) | ||||
Other | 1,285 | 77 | ||||
Income tax benefit | $ | (11,377) | $ | (3,527) | ||
| (1) | Federal and state income tax includes $0.6 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. There were no changes to the Tax Receivable Agreement liability due to fluctuations in state tax rate for the year ended December 31, 2024. |
| (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). |
| (4) | For 2024, the decrease in valuation allowance was primarily related to utilization of a portion of the capital loss carryforward. For 2023, the valuation allowance increased by $64.4 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 $15.3 million for activities not related to the LLC Conversion. |
LLC Conversion
Prior to 2023, 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 have and 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, have and will decrease. The LLC Conversion has allowed 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 $4.1 million related
to an entity classification election that was filed in the third quarter of 2023 with a January 2, 2023 effective date.
Deferred Income Taxes
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and operating loss and tax credit carryforwards. Significant items comprising the net deferred tax assets were:
| December 31, | December 31, | ||||
($ in thousands) | 2025 | 2024 | ||||
Deferred tax liabilities | ||||||
Operating lease assets | $ | (5,100) | $ | (6,068) | ||
Other | (120) | (105) | ||||
(5,220) | (6,173) | |||||
Deferred tax assets | ||||||
Investment in partnership ("Outside Basis Deferred Tax Asset")(1) | 211,229 | 216,572 | ||||
Capital loss carryforward | 121,962 | 131,371 | ||||
Tax Receivable Agreement liability | 357 | 37,639 | ||||
Operating lease liabilities | 5,594 | 6,482 | ||||
Business interest expense carryforward | 28,084 | 21,164 | ||||
Net operating loss and tax credit carryforward | 31,104 | 17,472 | ||||
Other investments | 18,285 | 17,011 | ||||
Other reserves | 1,081 | 1,207 | ||||
417,696 | 448,918 | |||||
Valuation allowance | (411,050) | (227,605) | ||||
Net deferred tax assets | $ | 1,426 | $ | 215,140 | ||
| (1) | This amount is the deferred tax asset the Company recognizes for its book to tax outside 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. During the year ended December 31, 2025, management evaluated both positive and negative evidence and concluded that a full valuation allowance was necessary to be recorded against CWH net deferred tax assets due to its actual cumulative historical operating results for income tax purposes over the past several years in each of the tax jurisdictions where it operates. Accordingly, the Company recorded a $182.8 million valuation allowance on its CWH net deferred tax assets during the year ended December 31, 2025. This valuation allowance will be maintained until sufficient positive evidence exists to justify its reversal. In addition, because of the full valuation allowance recorded against CWH’s investment in CWGS, LLC, net deferred tax asset and certain other tax attribute carryforward deferred tax assets, the Company considers the amount calculated related to the remaining Tax Receivable Agreement Liability not probable. As a result, management reversed $149.0 million of the Tax Receivable Agreement liability and reduced the related deferred tax asset by $37.3 million, which were recorded to Tax Receivable Agreement liability adjustment and income tax (expense) benefit, respectively, in the consolidated statements of operations for the year ended December 31, 2025.
As of December 31, 2024, 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. 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 and Tax 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 2023 conversion loss was zero. As of December 31, 2025, the Company accumulated $22.2 million of federal net operating losses which can be carried forward indefinitely and $7.4 million of state net operating losses which will begin to expire in 2028. As of December 31, 2025, the Company had federal general business credit carryforwards of $1.0 million that can be carried forward through 2045.
Tax Legislation
On July 4, 2025, H.R.1, the legislation commonly referred to as One Big Beautiful Tax Act (“OBBBA”) was enacted into law, bringing significant amendments to the U.S. tax code. This legislation extends and modifies provisions from the 2017 Tax Cuts and Jobs Act (“TCJA”) and introduced new tax measures that impacted businesses and individuals. One of the notable legislative changes modified the definition of a “motor vehicle” to include trailers or campers which are designed to provide temporary living quarters for recreational, camping, or seasonal use and is designed to be towed by, or affixed to, a motor vehicle. This change allowed the Company to deduct all floor plan interest expense for the year ended December 31, 2025. The OBBBA also makes permanent the computation of the adjusted taxable income without regard to depreciation, amortization, or depletion, which increases the amount of the Company’s deductible interest. While we expect certain provisions of the OBBBA to change the timing of certain tax payments related to the current and future periods, we do not expect the legislation to have a material impact on our consolidated financial statements.
Uncertain Tax Positions
As of December 31, 2025 and 2024, the balance of the Company’s uncertain tax positions was $3.0 million.
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 has determined it is more likely than not it will not benefit from the entirety of the remaining 15% of the tax benefits, and has remeasured the liability under the Tax Receivable Agreement. The Company has recorded a $149.0 million gain on the reduction in the associated liability, as described above. As of December 31, 2025, the remaining Tax Receivable Agreement liability after this adjustment was $1.4 million, which is expected to be paid during 2026. As of December 31, 2024, the Tax Receivable Agreement liability was $150.4 million. During the years ended December 31, 2025 and 2024, no payments and $13.4 million of payments, respectively, were made under the Tax Receivable Agreement.
If utilization of the deferred tax assets subject to the Tax Receivable Agreement becomes more likely than not in the future, the Company expects to record additional liability related to the Tax Receivable
Agreement which will be recognized as an expense and recorded to Tax Receivable Agreement liability adjustment in the consolidated statements of operations.
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, 2024, the Company was notified by the state of New York that its 2021 and 2022 state income tax returns were under 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 2022.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 26, 2024 | |
| 2022 | Feb 23, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Mar 15, 2019 | |
| 2017 | Mar 13, 2018 | |
| 2016 | Mar 13, 2017 | |
About Income Taxes Disclosures
The income tax disclosure reveals how much a company actually pays in taxes versus what the statutory rate would predict. Analysts focus on the effective tax rate (ETR) reconciliation, which breaks down every item driving the gap between the 21% federal rate and the company's reported ETR — including R&D credits, foreign rate differentials, and state taxes. Deferred tax assets (DTAs) and their valuation allowances signal management's confidence in future profitability: a rising allowance suggests the company doubts it can use accumulated tax benefits. Uncertain tax benefit (UTB) reserves quantify exposure to IRS challenges on aggressive positions.
Key signals to watch: sudden ETR drops without clear operational reasons, large increases in valuation allowances, growing UTB balances, and significant unremitted foreign earnings. Post-TCJA, pay attention to GILTI and BEAT provisions that affect multinational tax structures. Compare the cash taxes paid (from the cash flow statement) against the income tax provision to gauge earnings quality.