---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2000

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 333-26389

---

AFFINITY GROUP HOLDING, INC.(Exact name of registrant as specified in its charter)

Delaware(State of incorporation or organization)

59-2922099(I.R.S. Employer Identification No.)64 Inverness Drive East
Englewood, CO 80112(Address of principal executive offices)

(303) 792-7284(Registrant's telephone number
including area code.)


---

SECURITIES
REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT:NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:

11% Senior Notes Due 2007

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 /x/  No / /

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

|Class                        |  | Outstanding as of
March 15, 2001
|---------------------------- |  | --------------------------------
|Common stock, $.01 par value |  | 100                             

DOCUMENTS INCORPORATED BY REFERENCE: Documents Referenced on Exhibit Index

---

---

---



PART I

ITEM 1: BUSINESS

General

Except where the context indicates otherwise, the term "Company", or "AGHI" means Affinity Group Holding, Inc. and its predecessors and subsidiaries but
excludes the operations of Affinity Insurance Group ("AINS"), and Affinity Bank ("AB"), which are classified as discontinued operations.

The
Company is a member-based direct marketing organization with complimentary retail outlets across the country. The Company's club members form a receptive audience to which
it sells products, services, merchandise and publications targeted to the recreational interests of club members. The Company's three principal lines of business are (i) club memberships and
related products, services and club magazines, (ii) specialty retail merchandise distributed primarily through retail supercenters, mail order catalogs and the internet, and
(iii) subscription magazines and other publications including directories. The Company's affinity groups are principally comprised of recreational vehicle owners, campers, outdoor
recreationists and, to a lesser extent, golfers. See Footnote 12 in the Notes to Consolidated Financial Statements for financial information about the Company's segments.

At
December 31, 2000, there were approximately 1.8 million dues paying members enrolled in the Company's clubs, remaining level with 1999. The paid circulation per issue
of the Company's general circulation magazines is estimated at approximately 847,000 with an aggregate readership estimated at 5.6 million at December 31, 2000. The Company believes its
club members have favorable demographic characteristics and comparatively high renewal rates. Total revenues of the Company were $405.1 million for the year ended December 31, 2000,
compared to $386.7 million for the year ended December 31, 1999, representing a 4.8% increase.

Business Strategy

The Company's business strategy is to increase (i) the enrollment of its clubs through internal growth and acquisitions, (ii) the sales of its
products and services to club members through improving its distribution channels and by developing and enhancing its product and service offerings, and (iii) the circulation of its
publications by introducing new magazines and acquiring publications which are complementary to the Company's recreational market niche. The Company also seeks to realize operational efficiencies
through the integration of acquired businesses.

Enhance Club Membership Enrollment

The Company seeks to increase the number of its club members through maximizing renewals by establishing an optimal mix of channels for soliciting new members
and re-acquiring inactive members including, but not limited to, our internet presence through RV.Net. Management believes that the participation levels and renewal rates of club members
reflect the benefits derived from membership. In order to maintain high participation rates in its clubs, the Company continuously evaluates member satisfaction and actively responds to changing
member preferences through the enhancement or introduction of new membership benefits including products and services. The Company also uses alternative channels for acquiring club members. This is
achieved through the use of two separate call centers, promotion in the publication titles it owns, through the national network of Camping World Supercenters, mail order catalogs and the internet.

Acquire and Develop Other Affinity Groups

The Company believes that the experience it has accumulated in managing its existing recreational affinity groups is applicable to the management of other
recreational interest organizations. As a result,

1

---

the Company conducts ongoing evaluations for developing or acquiring affinity groups for which it can build membership enrollment and to which it can market products and services.

Increase Sales of Products and Services

The Company seeks to increase the sale of its products and services due to their profitability and the favorable impact such programs have on club membership
growth and retention. Management believes that a substantial opportunity exists to market its products and services through the national network of Camping World supercenters and mail order catalogs.
A significant percentage of Good Sam Club members currently subscribe to one or more of its products and services, such as the emergency road service program and the extended vehicle warranty program.
Management also believes that the Good Sam Club members who are not currently President's Club members represent a focused group of customers to which it will market Camping World's RV accessory
merchandise. The Company regularly studies the feasibility of introducing new products and services.

Improve Operating Performance

The Company seeks to achieve operating efficiencies by selectively acquiring and developing recreational affinity groups which enable the Company to increase
membership enrollment and to realize cost savings. The Company also seeks to enhance its importance with third party providers of products and services by maintaining high membership enrollment levels
in such programs, thereby increasing the fees it receives from such vendors.

Expand Niche Recreational Publications

The Company seeks to expand its presence as a dominant publisher in select recreational niches through the introduction of new magazine formats and the
acquisition of other publications in its market or in complementary recreational market niches. Publications in complementary niches may also provide the Company with the opportunity to launch new
membership clubs, to market its products and services to members of new clubs and to develop other products and services which meet the special needs of such members. The Company believes overall
circulation of its magazines is an important factor in determining the amount of revenues it can obtain from advertisers.

RV Industry

The use of recreational vehicles ("RVs") and the demand for club memberships and related products and services may be influenced by a number of factors
including general economic conditions, the availability and price of propane and gasoline, and the total number of RVs. The Company believes
that both the installed base of RVs and the type of RV owned (full service vehicles excluding van conversions) are the most important factors affecting the demand for its membership clubs,
merchandise, products and services. Based on the most recent survey conducted in 1997 by the National Survey of the RV Consumer of the University of Michigan (the "Survey"), the number of households
owning RVs is projected to increase from 8.4 million in 1995 to approximately 9.0 million in 2000. The Survey also indicates that the percentage of households owning RVs during this
period will rise slightly from 9.7% to 9.9%.

According
to the Survey, the average RV owner is 49 years old. RV ownership also increases with age reaching its highest percentage level among those 55 to 64 years old.
Households in this age group are projected to increase from 12.3 million in 1995 to 20.7 million in 2010. RV ownership also is concentrated in the western United States, an area in which
the population growth rate is expected to be greater than the national average through 2005. The Survey also indicates that RV ownership is associated with higher than average annual household income
which among RV owners was approximately $47,000 per annum as compared to the national average of $37,000 per annum.

2

---

The average age and annual household income of the Company's club members in 2000 were 57 years and $53,200, respectively, based on member survey data compiled by the Company.
The Company believes that the demographic profile of its typical club member, coupled with a demographic trend towards an aging population will have a favorable impact on RV ownership and the demand
for club memberships and related products and services.

Membership Clubs

The Company operates the Good Sam Club, Coast to Coast Club, and Camping World's President's Club for RV owners, campers and outdoor vacationers, and the Golf
Card Club for golf enthusiasts. The membership clubs form a receptive audience to which the Company markets its products and services.

The
following table sets forth the number of members at December 31, 2000, annual membership dues and average annual renewal rates during the period of 1996 to 2000 for each
club:

Membership Club

Number of Members at
December 31, 2000(1)

Annual Fee(2)

Average Renewal
Rate(3)Good Sam Club

949,600

$12-$25

72
%Coast to Coast Club

178,200

$80-$90

76
%President's Club

581,700

$15-$20

68
%Golf Card Club

93,900

$65-$75

62
%


---

In
addition to regular memberships, the Company also sells multi-year memberships. Management believes that multi-year memberships provide several advantages,
including the up-front receipt of dues in cash, reduced membership costs and a strengthened member commitment.

Beginning
in 1992, the Company began selling lifetime memberships for the Good Sam Club. As of December 31, 2000, the average price for a lifetime membership was $330 with
114,825 members registered. Based on an actuarial analysis of the lifetime members, the Company expects the average length of a lifetime membership to be 18 years.

Good Sam Club

The Good Sam Club, founded in 1966, is a membership organization for owners of recreation vehicles. The Good Sam Club is the largest RV club in North America
with approximately 950,000 member families and over 1,900 local chapters as of December 31, 2000. The average renewal rate for Good Sam Club members was approximately 72% during the period 1996
through 2000. The Company has focused on selling higher margin multi-year memberships which, among other advantages, reduces the cost of membership renewal. At December 31, 2000,
the average length of time for participation in the Good Sam Club was over 6 years with most club members purchasing annual memberships.

Membership
fees range from $12 to $25, subject to the term and type (acquisition or renewal). The benefits of club memberships include: discounts for overnight stays at over 1,700
participating RV parks and campgrounds; discounts on the purchase of supplies and accessories for recreation vehicles at over 100 RV service centers; a free annual subscription to Highways, the club's
regular news magazine; discounts on other Company publications; trip routing and mail-forwarding; and access to
products and services developed for club members. Based on typical usage patterns, the Company estimates that Good Sam Club members realize estimated annual savings from discounts of $157.

3

---

The Good Sam Club establishes quality standards for RV parks and campgrounds participating in its discount program. Campgrounds and parks participating in the Good Sam program benefit
from increased occupancy and sales of camping related products. The Company believes it has established considerable penetration of those for-profit RV parks and campgrounds which meet its
quality standards for participation in the discount program.

The
following table lists the number of club members and RV parks and campgrounds from 1996 through 2000 at which discounts for members were available at December 31st of the
respective year:

|                                                                |  | Year Ended December 31
|--------------------------------------------------------------- |  | ----------------------
|
|Number of Good Sam Members(1)                                   |  | 949,600               
|Lifetime members included above                                 |  | 114,800               
|Number of RV campgrounds offering discounts to Good Sam members |  | 1,747                 

---

Coast to Coast

The Coast to Coast Club operates the largest reciprocal use network of private RV resorts in North America. The Company offers a series of membership benefits
depending upon pricing and program type under the Coast to Coast name. Members of Coast to Coast belong to a private RV resort owned and operated by parties unrelated to the Company. Club members may
use most of the participating resorts in the Coast to Coast network subject to availability. At December 31, 2000, there were approximately 178,000 member families in the Coast to Coast club.
Approximately 400 private RV resorts nationwide participated in the Coast to Coast reciprocal use programs, representing approximately 75% of those resorts in the US. These private resorts are
designed primarily for RV owners, but typically provide camping or lodging facilities, comprised of RVs, cabins and condominiums. For an initial membership fee plus annual maintenance fees, both paid
by the customer
to the resort, the private resorts provide an RV site with water, sanitary and electrical hook-ups and recreational amenities, such as swimming, tennis or fishing, or proximity to theme
parks or other recreational activities. The Company has established quality criteria for resorts to join and remain in the Coast to Coast networks.

For
standard annual renewal dues from $79.95 for a single year membership to $159.95 for a multiple-year membership, Coast to Coast Club members receive the following
benefits: discounts for overnight stays at participating resorts, hotels and campgrounds; an annual subscription toCoast to Coast Magazine; the Coast to Coast
Directoryproviding information on the participating resorts; discounts on other Company publications, access to discount travel
services; trip routing; and access to products and services developed for club members. Coast to Coast Resort Club members also have the right to use, subject to availability, the lodging facilities
at 360 participating resorts at a discounted rate.

The
Company believes that resorts participating in the Coast to Coast networks view access to reciprocating member resorts as an incentive for their customers to join their resort.
Because a majority of members of Coast to Coast clubs own RVs, access to participating resorts throughout North America can be an important complement to local resort membership. During 2000, Coast to
Coast members utilized approximately 700,000 nightly stays under the reciprocal use program. Based on typical use patterns, the Company estimates that Coast to Coast members realize estimated annual
savings from these discounts of over $200 from discounted overnight stay accommodations at participating resorts. The average annual renewal rate for members of the Coast to Coast clubs after the
initial one-year membership (which is generally paid by the member resort not the club member) was approximately 76% during the period 1996 through 2000.

4

---

The following table sets forth the number of members in Coast to Coast Club and resorts participating in the reciprocal use program at December 31st of the respective year:

|                                                 |  | Year Ended December 31
|------------------------------------------------ |  | ----------------------
|
|Number of member families in Coast to Coast Club |  | 178,100               
|Number of resorts                                |  | 360                   

Membership
in the Coast to Coast Club declined 8.5% from 1999 to 2000, and 31% from 1996 to 2000. The decreasing trend in membership is due to the high cost of marketing which
curtails initial membership sales at participating resorts, and an aging member base. Three major resort systems that either experienced bankruptcy or left the Coast system in the past four years have
directly impacted the Coast to Coast membership enrollment.

President's Club

Camping World's President's Club program, which was established in 1986, has grown to 581,700 members. President's Club memberships may initially be obtained
for one, two or three years at a cost of $20, $35 or $50, respectively. The average life (including renewals) of club membership is three years and approximately 80% of club members are enrolled for
one year. President's Club members receive a 10% discount on the purchase of all of Camping World's merchandise and installation fees and also receive special mailings, including newsletters and
flyers offering selected products and services at special prices.

The
following table lists the number of President's Club members and number of retail stores at year end for 1996 through 2000 for the respective year:

|                                         |  | Year Ended December 31
|---------------------------------------- |  | ----------------------
|
|Camping World's President's Club Members |  | 581,700               
|Number of stores(1)                      |  | 30                    

---

Golf Card Club

The Golf Card Club, founded in 1974, had approximately 93,900 members at December 31, 2000. The major attraction for membership is the financial savings
which members receive when playing at one of approximately 3,300 participating golf courses located throughout the US and Canada. The annual membership fee varies with the length and type (single or
double) of membership. The Company believes that the participating golf courses providing playing privileges to club members represent the largest number of golf courses participating in a discount
program in North America. None of the participating golf courses are owned or operated by the Company.

Members
of the Golf Card Club receive the following benefits: (i) two rounds annually of free or discounted golf at approximately 3,300 affiliated golf courses,
(ii) discounted vacation packages at over 250 "Stay and Play" resorts, (iii) one-year National Car Rental Emerald Club membership, (iv) annual subscription to Golf Travelermagazine,
published six times per year, and (v) Annual Directory of Affiliated Courses and Resorts,
(vi) One-year Great American Traveler membership (hotel discount
card), (vii) access to 130 local Grasshopper Clubs for fun tournament and social activities, (viii) opportunity to play in one of 35 Member-Guest Tournaments, and (ix) chance to
test (and keep) select golf products.

5

---

Daily-fee, semi-private and privately-owned golf courses participate in the Golf Card program. The program is attractive to participating courses because it
builds traffic and fills empty tee times during off-peak hours. Members also purchase other merchandise or services when exercising their playing privileges. In this manner, the Golf Card
members tend to provide incremental revenue to the golf courses. Based on surveys conducted by the Company, members realize savings on green fees, ranging from $150 to $250 annually, which
significantly exceed the cost of membership.

The
standard annual membership fee is $75 for a single membership and $110 for a double membership. Multi-year memberships range from a single two-year for
$129 to a five-year double of $479. The average renewal rate for Golf Card Club members at December 31, 2000 was approximately 62% for the period 1996 to 2000, with a renewal rate
of 67% for 2000, unchanged from 1999.

The
following table lists the number of Golf Card members, participating golf courses and "Stay and Play" resorts at December 31st of each year in this period:

|                                           |  | Year Ended December 31
|------------------------------------------ |  | ----------------------
|
|Number of Members in the Golf Card Club(1) |  | 93,900                
|Number of Participating Golf Courses       |  | 3,300                 
|Number of "Stay and Play" Golf Resorts     |  | 251                   

---

The
decline in membership reflects increased competition and abandonment of the Partner-Free acquisition strategy. A complete market repositioning of the club within the
last two years included a new marketing strategy, new benefits, and staff and cost restructuring, all expected to address competitive challenges and stabilize the membership file.

Membership Products and Services

The Company's 1.8 million club members form a receptive audience to which it sells products and services targeted to the recreational interests
of its club members. The Company promotes products and services which either address special needs arising in the activities of the club members or appeal
generally to persons with the demographic characteristics of club members. The two most established products are the emergency road service and the vehicle insurance program. Most of the Company's
products and services are provided by third parties who pay the Company a marketing fee, except for emergency road service ("ERS") and extended warranty programs where the Company pays third party
administrators to administer the programs.

Emergency Road Service (ERS)

The Company promotes various road service products to its existing membership programs, as well as to non-club members. The ERS products provide
towing and roadside assistance for an annual subscriber dues range from $69.95 to $99.95. The Company developed the ERS program initially for Good Sam Club members in 1984 as an enhancement to their
club membership. Currently 24% of the general Good Sam Club membership is enrolled in the Good Sam ERS program, up 1% from the prior year. The Company believes it is important to target the
diversified market niches with identifiable products that offer a range of benefits. The Company currently markets these products through direct mail, advertising in publications, campground
directories, space ads, internet and telemarketing. The

6

---

table below sets forth the total enrollment in the various ERS programs as of December 31, for each year indicated:

|               |  | Year Ended December 31
|-------------- |  | ----------------------
|
|ERS Enrollment |  | 341,600               

For
the third year in a row, enrollment in the various ERS programs has grown through promotional and marketing efforts which have attracted new members and improved renewal rates.
Combined enrollment in the programs has increased 9,900 members or approximately 3% over 1999. The
Company acquired the RRR RV ERS program from a competitor in August 1997 and acquired Camping World's RoadCare program in conjunction with the acquisition of Camping World.

Vehicle Insurance Programs

The Company has two vehicle insurance programs, Vehicle Insurance Program ("VIP") and Motor Vehicle Program ("MVP"), to facilitate the availability of
cost-effective vehicle insurance suitable to the demographic characteristics and vehicle usage patterns of its various club members. At December 31, 2000, the VIP program had
approximately 189,600 members which represented a 16.7% and 3.0% penetration, respectively, of the Good Sam Club and Coast to Coast clubs. During the period 1996 to 2000, the average annual renewal
rate of members participating in the VIP program was approximately 91.0%.

The
Company acquired the Motor Vehicle Program ("MVP") in conjunction with the acquisition of Camping World. This program, marketed to President's Club members, had 43,651 policies
outstanding as of December 31, 2000. The MVP policies generated $54.0 million of written premiums during 2000 from which the company recognized $2.5 million of marketing fee
revenue.

The
Company's marketing fee is based on the amount of written premiums and the profitability of the program. The insurance providers assume all claim risks.

The
table below sets forth the number of policies in force for the VIP and MVP programs, the dollar amount of written premiums by the insurance providers, and the marketing fees
generated as of December 31 of each year indicated:

|                                                                                      |  | Year Ended December 31
|------------------------------------------------------------------------------------- |  | ----------------------
|
|VIP and MVP policies in force                                                         |  |                       
|Written premiums by the insurance providers under the VIP and MVP programs (millions) |  | $                     
|Marketing fees generated (millions)                                                   |  | $                     

Management
believes the recent declines in policies in force and premiums written are due to several factors. The RV industry and auto insurance markets have become increasingly
competitive and has led to comparison shopping by consumers and lower rates by competitors. In addition, beginning in 1998 VIP's underwriter restricted the policy renewals for many New Jersey
residents due to unfavorable claims experience.

Other Products and Services

Other products and services marketed to club members include credit cards, vehicle financing, supplemental health and life insurance, financial services and
extended vehicle warranties. Most of these services are provided to club members by third parties who pay the Company a marketing fee.

7

---

The RV financing program is administered by Ganis Credit Corporation ("Ganis"). The number of Ganis RV loans to the Company's club members decreased by 43.3% from 1999 to 2000
primarily due to an unfavorable increase in interest rates.

During
1996, the Company introduced its extended vehicle warranty program. The Company earned marketing fees of approximately $5.7 million in 2000, a 2.4% increase over 1999.
This increase is attributable to the renewal of annual contracts first sold in 1999. This program, which had 19,383 policies in force as of December 31, 2000, promotes the product through
direct mail marketing channels, Company magazine print ads and retail kiosks in Camping World stores.

In
addition, the Company is evaluating other products and services that club members may find attractive. When introducing new products and services, the Company concentrates on
products and services provided by third parties, which it can market without significant capital investment by the Company, and for which it receives a marketing fee from the service provider based on
sales volume. The Company seeks to utilize the purchasing power of its club members to obtain products and services at attractive prices.

Publications

The Company produces and distributes a variety of publications for select markets in the recreation and leisure industry, including general circulation
periodicals, club magazines, directories, and RV industry trade magazines. Revenues are recognized from the sale of advertising, subscriptions and direct sales of some of the publications. The Company
believes that the focused audience of each publication is an important factor in attracting advertisers.

8

---

The following chart sets forth the circulation and frequency of the Company's publications:

|Publication                      |                                                      | 2000
Circulation |         |  |        | Number of Issues
Published Each Year
|-------------------------------- | ---------------------------------------------------- | ---------------- | ------- |  | ------ | ------------------------------------
|GENERAL CIRCULATION MAGAZINES:   |                                                      |                  |         |  |        |                                     
|                                 | American Rider                                       |                  | 61,102  |  | (1)    |                                     
|                                 | ATV Sport                                            |                  | 53,854  |  | (1)    |                                     
|                                 | Bowhunting World                                     |                  | 84,819  |  | (1)    |                                     
|                                 | MotorHome                                            |                  | 147,062 |  | (1)    |                                     
|                                 | Rider                                                |                  | 103,835 |  | (1)    |                                     
|                                 | Snow Week                                            |                  | 16,921  |  | (1)    |                                     
|                                 | SnowGoer                                             |                  | 70,551  |  | (1)    |                                     
|                                 | Trailer Life                                         |                  | 280,957 |  | (1)    |                                     
|                                 | Watercraft World                                     |                  | 27,601  |  | (1)    |                                     
|CONTROLLED CIRCULATIONBusiness: |                                                      |                  |         |  |        |                                     
|                                 | Archery Business                                     |                  | 11,000  |  | (3)    |                                     
|                                 | Campground Management                                |                  | 10,000  |  | (3)    |                                     
|                                 | PowerSports Business                                 |                  | 10,918  |  | (3)    |                                     
|                                 | RV Business                                          |                  | 21,290  |  | (3)    |                                     
|CONTROLLED CIRCULATIONConsumer: |                                                      |                  |         |  |        |                                     
|                                 | ATV Magazine                                         |                  | 231,350 |  | (3)    |                                     
|                                 | Cruising Rider                                       |                  | 148,105 |  | (3)    |                                     
|                                 | PWC Magazine                                         |                  | 293,082 |  | (2)    |                                     
|                                 | Snowmobile                                           |                  | 557,830 |  | (3)    |                                     
|                                 | Thunder PressEast                                   |                  | 31,726  |  | (2)    |                                     
|                                 | Thunder PressWest                                   |                  | 45,742  |  | (2)    |                                     
|                                 | Women Rider                                          |                  | 43,801  |  | (2)    |                                     
|                                 | Woodall Specials                                     |                  | 103,267 |  | (4)    |                                     
|                                 | Woodall's Regional News Tabloids                     |                  | 178,260 |  | (2)    |                                     
|ANNUALS:                         |                                                      |                  |         |  |        |                                     
|                                 | Roads to Adventure                                   |                  | 372,826 |  | (2)(5) |                                     
|                                 | Trailer Life Campground/RV Park & Services Directory |                  | 303,589 |  | (1)    |                                     
|                                 | Trailer Life's RV Buyers Guide                       |                  | 60,000  |  | (2)    |                                     
|                                 | Woodall Buyer's Guide                                |                  | 57,000  |  | (2)    |                                     
|                                 | Woodall Campground Directory                         |                  | 335,649 |  | (1)    |                                     
|                                 | Woodall Tenting Directory                            |                  | 43,361  |  | (2)    |                                     
|                                 | Woodall Go & Rent Rent & Go                          |                  | 93,000  |  | (2)    |                                     
|CLUB MAGAZINES:                  |                                                      |                  |         |  |        |                                     
|                                 | Coast to Coast Magazine                              |                  | 188,375 |  | (6)    |                                     
|                                 | Golf Traveler                                        |                  | 97,333  |  | (6)(7) |                                     
|                                 | Highways                                             |                  | 959,202 |  | (6)    |                                     
|                                 | RV View                                              |                  | 581,977 |  | (6)    |                                     

---

9

---

General Circulation Magazines

American Rider, introduced in November 1993, is targeted to owners and operators of Harley-Davidson
motorcycles.

ATV Sportwas introduced May 1998 and targets recreational and racing sport quad riders.

Bowhunting Worldis the archery equipment authority which provides information on new equipment reviews and maintenance techniques, and
features articles which discuss ethical hunting, hunting rights, and pertinent legislative issues.

MotorHomeis a monthly periodical for owners and prospective buyers of motorhomes which has been published since 1968 with a paid
circulation of approximately 147,000 in 2000.MotorHomefeatures articles on subjects such as product tests, travel and tourist attractions.

Rideris a monthly magazine for motorcycle touring enthusiasts and has been published since 1974. Each issue focuses on motorcycles,
personalities, technical subjects, travel notes and other features of interest to this recreational affinity group.

Snow Weekis the central source of information for the competition and high-performance snowmobiling market segment. The
publication provides timely, year-round stories on racing, performance enhancing products, technical assistance, new product introductions, and industry general information.

SnowGoeris designed for the sport's highly active participants and provides detailed equipment and product critiques and maintenance
tips.

Trailer Life, initially published in 1941, is the leading consumer magazine for the RV industry with a paid circulation of
approximately 281,000 in 2000.Trailer Lifefeatures articles on subjects including product tests, travel and tourist attractions.

Watercraft Worldis targeted to avid personal watercraft enthusiasts and provides detailed critiques of watercraft,
in-depth gear and accessory evaluations, technical tips and racing information.

Controlled Circulation MagazinesBusiness

The Company publishes the following trade magazines:

Archery Businessis the leading trade publication for archery dealers and presents a mix of industry news and trends, product reviews
and sales tips designed to improve financial performance of archery product dealers.

Campground Managementis the leading trade magazine for the campground industry.

Power Sports Businessis an industry trade magazine introduced in January 1998 which combines previously issued Snowmobile BusinessandWatercraft Businesswith a motorcycle and ATV business section. Distribution is
to dealers servicing these industries, which in numerous cases have combined operations to service more than one of these segments.

RV Businessis the leading trade magazine covering industry news and trends for RV dealers, manufacturers, suppliers, associations and
others.

Controlled Circulation MagazinesConsumer

ATV Magazine'sfirst issue was published in October 1995. The publication is designed to reach large
numbers of active ATV owners with comprehensive product information during the peak periods when equipment is purchased.ATV Sportmagazine debuted in
1998.

Cruising Riderwas introduced in March 1998 and targets cruiser motorcycle owners and buyers.

10

---

PWC Magazineis the complete guide for the personal watercraft owner and provides reviews of personal watercraft, gear and accessories
as well as information on maintenance procedures, safety tips and travel destinations. PWC Magazine was first published in January 1995.

Snowmobilemagazine delivers broad-based editorial and snowmobile-related information to its audience of active snowmobile enthusiasts.
The publication includes reviews of new machines, clothing and accessories, and articles on responsible riding practices, snowmobiling vacation destinations and special events, and serves as the
front-end medium for all snowmobile-related product promotions.

Annual Publications

Trailer Life Campground/ RV Park & Services Directory, initially published in 1972, is an annually
updated directory which provides information on and ratings for approximately 12,250 public and private campgrounds, and 1,330 RV service centers, including over 900 tourist attractions in North
America along with color maps of the areas covered. In 2000, approximately 304,000 directories were distributed. The publication features Good Sam Parks that offer discounts on overnight camping fees
for the Company's club members. This directory is sold by direct mail to Good Sam Club members, at RV dealerships and in bookstores. In 2000, the Company began issuing a version of the directory on
cd-rom.

Woodall Campground Directory,initially published in 1948, is an annual consumer directory offered in both national and regional
editions. In 2000, approximately 336,000 directories were distributed. The Woodall directory is primarily distributed through book stores.

Woodall Tenting Directoryis an annual directory providing information on both government and privately-owned campgrounds and the
outdoor activities and attractions that are available near them. In 2000, approximately 43,000 directories were distributed, primarily through newsstands.

Woodall Go & Rent... Rent & Gois an annual catalog providing information on where to find on-site lodging
and cabin rentals at RV Parks & Campgrounds and "Over-the-Road" RV Rentals, as well as fully equipped campsites throughout the U.S.A. and Canada. This book features
"turn-key" camping experiences for those who want to try camping, rent a cabin, or a fully-equipped campsite. In 2000, approximately 93,000 catalogs were distributed.

Club or Trade Magazines and Books

Each of the Company's membership clubs has its own publication which provides information on club activities and events, feature stories and other articles.
The Company publishesHighwaysfor the Good Sam Club,Coast to Coast Magazinefor the Coast to Coast
clubs,The Golf Travelerfor the Golf Card Club, andRV Viewfor Camping World's President's Club. The
Company also periodically publishes books targeted for its club membership which address the RV lifestyle.

Retail

Camping World is a national specialty retailer of merchandise and services for RV owners. The 29 Camping World retail supercenters, which are located in 18
states, accounted for approximately 64% of the merchandise revenues for the year ended December 31, 2000 while approximately 22% were derived from catalog and internet sales and approximately
14% were derived from fees or non-merchandise revenues.

The
Company believes that Camping World's leading position in the RV accessory industry results from a high level of name recognition, an effective triple channel distribution
strategy and a commitment to offer a broad selection of specialized RV products and services at competitive prices combined with technical assistance and on-site installation. Camping
World's supercenters offer over 8,000 SKUs, approximately 80% of which are not regularly available in general merchandise stores. In

11

---

addition, general merchandise stores do not provide installation or repair services for RV products, which are available at Camping World's supercenters. Products sold by Camping World include
specialty-sized refrigerators, housewares and other appliances, bedding and furniture, generators and hydraulic leveling systems, awnings, folding boats, chairs, ladders, cleaning and maintenance,
bicycles, hitch-towing, sanitation, automotive electronics and lifestyle products. Further, kiosks have been installed at numerous locations to market such products and services as vehicle insurance,
extended warranty and emergency road service. In March 2000, the Company began selling recreational vehicles through the establishment of Camping World RV Sales, Inc. ("CWRV"), which
acquired the assets of a
RV dealership in San Antonio, Texas. This dealership was subsequently relocated to the Camping World retail location in New Braunfels, Texas. Camping World supercenters are strategically located in
areas where many RV owners live or in proximity to destinations frequented by RV users. Camping World's supercenters are designed to provide one-stop shopping by combining broad product
selection, technical assistance and on-site installation services.

Camping
World sources its products from approximately 800 vendors. Camping World attends regional, national and international trade shows to determine the products it will offer. The
purchasing activities of Camping World are focused on RV parts and accessories, electronics, housewares, hardware, automotive, crafts, clothing, home furnishings, gifts, camping and sporting goods.
Camping World has developed an automated "plan-o-gram" system to provide merchandising plans to each supercenter and a minimum/maximum inventory system for its operations to
improve fulfillment rates on key items. Camping World believes that the volume of merchandise it purchases and its ability to buy direct from manufacturers together with the utilization of its
transportation fleet and contract carriers enables Camping World to obtain merchandise at costs which compare favorably to local RV dealers and retailers. Camping World does not enter into material
long-term contracts or commitments with its vendors.

Mail Order Operations and Internet

Camping World initiated its mail order operations in 1967. Camping World currently has a proprietary mailing list of approximately 2.5 million RV
owners, all of whom have made a purchase or requested a catalog from Camping World within the prior 60 months. Camping World maintains a database of these names, which includes information such
as order frequency, size of order, date of most recent order and type of merchandise purchased. Camping World analyzes its database to determine those customers most likely to order from Camping
World's catalogs. As a result, Camping World is able to target catalog mailings more effectively than direct marketers of catalogs offering general merchandise. Camping World continually expands its
proprietary mailing list through in-store subscriptions and requests for catalogs in response to advertisements in regional publications directed to RV owners. In addition, Camping World
rents mailing lists of RV owners from third parties.

During
2000, Camping World distributed 13.3 million catalogs, of which 11.4 million were mailed in 14 separate mailings, and the remaining 1.9 million catalogs
were distributed in supercenters, at campgrounds, and as package inserts. In 2000, Camping World processed approximately 497,000 catalog orders at an average net order size of $95, excluding postage
and handling charges. The average net order size increased 5.1% from the prior year. Camping World distributes eight high-quality, full-color catalogs each year: the master, a
spring, fall, holiday, two sale editions and two prospecting catalogs. Camping World also distributes specialty catalogs directed to targeted customers in order to develop market niches.

The
Company maintains twenty-six internet web sites, which are accessible through "RV.net," and are experiencing significant growth. In 2000, the Company's club operations
commenced a low-cost marketing strategy, e-mail membership acquisition campaigns. Members added under these new programs represented approximately 5.4% of all new members.
E-mail acquisition campaigns and internet online revenues total approximately $6.5 million in 2000.

12

---

Marketing

Marketing of club memberships and related products and services is through direct mail, e-mail, inserts, ride-alongs, space
advertisements, promotional events and telemarketing. Direct response marketing efforts account for approximately 62% of new enrollments with the remaining 38% derived from other sources. The Company
uses a variety of commercially available mailing lists of RV owners in its direct mail efforts. Currently, the most widely used list databases are provided by three commercial list compilers, and
direct response lists are from RV industry participants, RV consumer surveys, and proprietary in-house lists.

The
Publications segment solicits advertisements through its internal sales force and by paying commissions to advertising agencies and independent contractors who place
advertisements. Many advertisers are repeat customers with whom the Company has long standing relationships.

The
Merchandise segment solicits customers through mail order catalogs, direct mail retail flyers, advertisements in national and regional industry publications, vendor
co-op advertising programs, promotional events, President's Club direct mailings and personal solicitations and referrals. Camping World's principal marketing strategy is to capitalize on
its broad name recognition among RV owners.

The
Internet is proving to be a significant, low-cost source for new club members, subscriptions and other ancillary product sales. The Company's twenty-six
web pages, which are accessible through "RV.net," are experiencing tremendous growth, and are currently averaging 480,000 hits daily, including 20,000 unique visitors per day.

Operations

Member Services and Publications

The Company's member service operations are located in Denver, Colorado and Bowling Green, Kentucky. The primary focus of member services is to handle
information requests from club members through the Company's toll-free telephone number. Member service representatives take orders and market products and services to existing and
potential club members in response to telephone inquiries. The Company expects to increase sales through better management of its member service operations coupled with greater efficiency in its
telemarketing efforts. Camping World's mail order operations, located at its headquarters in Bowling Green, Kentucky, offer toll-free customer service seven days a week, 24 hours a
day. Camping World has established a sales training program for its customer service personnel and also provides experienced technical advisors to answer specific questions by telephone. Orders are
usually processed and shipped within 24 hours of receipt. On average, these member service operations process approximately 7,250 telephone calls daily.

Fulfillment
operations involve the processing of orders and checks principally received by mail. Certain fulfillment operations are performed by third parties. The Company's
publication operations develop the layout for publications and outsource printing to third parties.

Retail

Camping World's supercenters generally range in size from approximately 12,000 to 59,000 square feet. Approximately 40% of each supercenter is devoted to a
retail sales floor, a customer service area, and a technical information counter; 40% is comprised of the installation facility which contains 4 to 16 drive-through installation bays; and 20% is
allocated to office and warehouse space. Large parking areas provide sufficient space and facilitate maneuvering of RVs. By combining broad product selection, technical assistance and installation and
repair services, Camping World's supercenters provide one-stop shopping for RV owners. Camping World maintains toll-free telephone numbers for customers to schedule
installation and repair appointments. All supercenters are open seven days a week.

13

---

Camping World intends to continue the controlled, limited expansion of its supercenter store network. Camping World's expansion strategy is based on a comprehensive process that
analyzes the sales trends and travel patterns of existing and potential customers as well as the sales patterns of RV vehicles. Camping World researches the travel routes used by RV owners and the
location of camping areas in order to ensure the convenient location of its supercenters. Sales of new RVs together with analysis of demographic data derived from its customer database and mail order
shipments and RV ownership lists from other sources are used to identify high concentrations of RV owners. Once an area has been identified, Camping World surveys its customers to select specific
locations for a new supercenter. Camping World credits this detailed analytical approach to the fact that it has closed only one store since inception.

Information Support Services

The Company utilizes integrated computer systems to support its membership club and publishing operations. Comprehensive information on each member, including
a profile of the purchasing activities of members, is available to customer service representatives when responding to member requests, and when sales representatives market the Company's products and
services. The Company employs publishing software for publication makeup and content and for advertising to support its publications operations. An area-wide network facilitates
communication within and between the Company's offices. The Company also utilizes information technology, including list segmentation and merge and purge programs, to select prospects for direct mail
solicitations and other direct marketing efforts.

Camping
World's management information systems and electronic data processing systems consist of an extensive range of retail, mail order, financial and merchandising systems,
including purchasing, inventory distribution and control, sales reporting, accounts payable and merchandise management. Camping World's management information system includes
point-of-sale registers that are equipped with bar code readers in each supercenter. These registers are polled nightly by a central computer. With this
point-of-sale information and the information from Camping World's on-line distribution centers, Camping World compiles comprehensive data, including detailed sales
volume and inventory information by product, merchandise transfers and receipts, special orders, supply orders and returns of product purchases to vendors. In conjunction with its nightly polling,
Camping World's central computer sends price changes to registers at the point of sale. The registers capture President's Club member numbers and associated sales and references to specific
promotional campaigns. Management monitors the performance of each supercenter and mail order operation to evaluate inventory levels, determine markdowns and analyze gross profit margins by product.

Camping
World's catalog operations also utilize a computerized management system allowing on-line desktop access to information which previously required manual retrieval.
Screen prompts which provide product, promotional, and revenue potential information have allowed Camping World to maintain high service levels during seasonal sales peaks. The installation of an
automatic call
distribution switch with scheduling software has facilitated more effective management of customer inquiries and reduced set-up time for call processing.

Regulation

The Company's operations are subject to varying degrees of federal, state and local regulation. Specifically, the Company's outbound telemarketing, direct
mail, and emergency road service programs, as well as certain services provided by third parties, including insurance, RV Financing, and extended warranty, are currently subject to certain regulation
and may be subjected to increased scrutiny in the future. The Company does not believe that such federal, state and local regulations currently have a material impact on its operations. However, new
regulatory efforts impacting the Company's operations may be proposed from time to time in the future at the federal, state and local level. There can be no

14

---

assurance that such regulatory efforts will not have a material adverse effect on the Company's ability to operate its businesses or on its results of operations.

Competition

In general, the Company's membership clubs, retail and catalog operations and publications compete with numerous organizations in the recreation industry for
disposable income spent on leisure activities. By offering significant membership benefits at a reasonable cost and actively marketing to club members, the Company believes that it has been able to
maintain a loyal following for its membership organizations as evidenced by such clubs' high renewal rates. The products and services marketed by the Company compete with similar products and services
offered by other providers. However, management believes that it is able to use the large volume of purchases by its club members to secure attractive pricing for the products and services marketed by
the Company.

Employees

As of December 31, 2000, the Company had 1,437 full-time and 171 part-time or seasonal employees, including 7 executives, 967
employees in retail operations, 384 employees in administrative and club operations, 200 employees in publishing and advertising sales, 11 employees in resort services and 39 employees in marketing.
No employees are covered by a collective bargaining agreement. The Company believes that its employee relations are good.

Trademarks and Copyrights

The Company owns a variety of registered trademarks and service marks for the names of its clubs, magazines and other publications. The Company also owns the
copyrights to certain articles in its publications. The Company believes that its trademark and copyrights have significant value and are important to its marketing efforts.

15

---



ITEM 2: PROPERTIES

The table below sets forth certain information concerning the Company's properties. The leased properties generally provide for fixed monthly rentals with
annual escalation clauses.

|                                     |                                                                                                         | Square
Feet |         | Acres |        | Owned/
Leased |        | Lease
Expiration
|------------------------------------ | ------------------------------------------------------------------------------------------------------- | ----------- | ------- | ----- | ------ | ------------- | ------ | ----------------
|Corporate Headquarters:              |                                                                                                         |             |         |       |        |               |        |                 
|                                     | Ventura, CA                                                                                             |             | 74,100  |       |        |               | Owned  |                 
|Other Office Facilities:             |                                                                                                         |             |         |       |        |               |        |                 
|                                     | Denver, Colorado (for its customer service, warehousing fulfillment, and information system functions). |             | 60,000  |       |        |               | Owned  |                 
|                                     | Bowling Green, Kentucky (for its retail administrative headquarters and mail order operations).         |             | 26,000  |       |        |               | Owned  |                 
|                                     | Bowling Green Headquarters Annex                                                                        |             | 4,100   |       |        |               | Leased |                 
|                                     | Seattle, Washington                                                                                     |             | 912     |       |        |               | Leased |                 
|                                     | Elkhart, Indiana                                                                                        |             | 4,076   |       |        |               | Leased |                 
|                                     | Maple Grove, Minnesota                                                                                  |             | 17,496  |       |        |               | Leased |                 
|Distribution Centers:                |                                                                                                         |             |         |       |        |               |        |                 
|                                     | Bowling Green, Kentucky                                                                                 |             | 104,000 |       | 6.780  |               | Leased |                 
|                                     | Bakersfield, California (includes an 1,800 square foot retail showroom)                                 |             | 81,500  |       | 8.430  |               | Owned  |                 
|Camping World Supercenter Locations: |                                                                                                         |             |         |       |        |               |        |                 
|                                     | Tucson, AZ                                                                                              |             | 12,145  |       | 2.000  |               | Leased |                 
|                                     | Mesa, AZ                                                                                                |             | 27,500  |       | 3.140  |               | Leased |                 
|                                     | La Mirada, CA                                                                                           |             | 30,647  |       | 4.450  |               | Owned  |                 
|                                     | San Marcos, CA                                                                                          |             | 25,522  |       | 2.212  |               | Leased |                 
|                                     | Fairfield, CA                                                                                           |             | 43,434  |       | 3.780  |               | Leased |                 
|                                     | Rocklin, CA                                                                                             |             | 29,085  |       | 4.647  |               | Leased |                 
|                                     | San Bernardino, CA                                                                                      |             | 18,126  |       | 1.665  |               | Leased |                 
|                                     | San Martin, CA                                                                                          |             | 29,486  |       | 5.000  |               | Leased |                 
|                                     | Valencia, CA                                                                                            |             | 58,800  |       | 9.310  |               | Owned  |                 
|                                     | Denver, CO                                                                                              |             | 27,085  |       | 4.132  |               | Leased |                 
|                                     | Ft. Myers, FL                                                                                           |             | 22,886  |       | 4.217  |               | Leased |                 
|                                     | Kissimmee, FL                                                                                           |             | 56,850  |       | 6.043  |               | Owned  |                 
|                                     | Tampa, FL                                                                                               |             | 40,334  |       | 3.711  |               | Leased |                 
|                                     | Bolingbrook, IL                                                                                         |             | 25,126  |       | 5.299  |               | Leased |                 
|                                     | Bowling Green, KY                                                                                       |             | 38,368  |       | 2.895  |               | Owned  |                 
|                                     | Belleville, MI                                                                                          |             | 44,197  |       | 8.790  |               | Owned  |                 
|                                     | Rogers, MN                                                                                              |             | 24,700  |       | 6.303  |               | Leased |                 
|                                     | Bridgeport, NJ                                                                                          |             | 24,581  |       | 6.920  |               | Leased |                 
|                                     | Henderson, NV                                                                                           |             | 25,850  |       | 4.400  |               | Leased |                 
|                                     | Brunswick, OH                                                                                           |             | 23,233  |       | 4.087  |               | Leased |                 
|                                     | Wilsonville, OR                                                                                         |             | 32,850  |       | 4,653  |               | Leased |                 
|                                     | Myrtle Beach, SC                                                                                        |             | 38,935  |       | 5.690  |               | Owned  |                 
|                                     | Nashville, TN                                                                                           |             | 30,000  |       | 3.238  |               | Owned  |                 
|                                     | Denton, TX                                                                                              |             | 22,984  |       | 6.887  |               | Leased |                 
|                                     | New Braunfels, TX                                                                                       |             | 43,397  |       | 19.100 |               | Leased |                 
|                                     | Mission, TX                                                                                             |             | 23,094  |       | 3.430  |               | Leased |                 
|                                     | Draper, UT                                                                                              |             | 27,675  |       | 8.031  |               | Leased |                 
|                                     | Manassas, VA                                                                                            |             | 16,348  |       | 1.880  |               | Leased |                 
|                                     | Fife, WA                                                                                                |             | 35,659  |       | 5,840  |               | Leased |                 

16

---

The Company also leases a research facility of approximately 8,000 square feet on 60 acres in Wisconsin, a body shop of 10,500 square feet on
approximately 0.7 acres in Denver, Colorado, and other miscellaneous office equipment. In addition, the Company acquired 12.439 acres of unimproved land adjacent to the New Braunfels, Texas Camping
World Supercenter in 2000.

ITEM 3: LEGAL PROCEEDINGS

From time to time, the Company is involved in litigation arising in the normal course of business operations. None of such current litigation is expected,
individually or in the aggregate, to have a material adverse effect on the Company.

In
January 1998, certain of the Company's subsidiaries were sued in California state court in connection with the termination by Camp Coast to Coast, Inc. of the
participation by the plaintiffs in the Camp Coast to Coast reciprocal use program for RV resorts. In October 2000, the trial court entered judgment in favor of the Company's subsidiaries and
subsequently awarded them a total of $3.88 million for their legal fees and costs. The plaintiffs have appealed the judgment in favor of the Company's subsidiaries as well as the award of
attorney fees. Both appeals are currently pending.

ITEM 4: SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS

None.

17

---



PART II

ITEM 5: MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Not Applicable

ITEM 6: SELECTED FINANCIAL DATA

The selected financial data of the Company for each of the five years ended December 31 are derived from the audited consolidated financial statements
of the Company. The selected financial data of the Company should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the Company's
Consolidated Financial Statements and the notes thereto included elsewhere herein.

|                                                                                                                     |                                                                                    | Years Ended December 31, |        
|-------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | ------------------------ | -------
|
|
|Statement of Operations Data:                                                                                        |                                                                                    |                          |        
|REVENUES:                                                                                                            |                                                                                    |                          |        
|                                                                                                                     | Membership services                                                                |                          | $      
|                                                                                                                     | Publications                                                                       |                          |        
|                                                                                                                     | Retail                                                                             |                          |        
|                                                                                                                     |                                                                                    |                          |        
|                                                                                                                     |                                                                                    |                          | 405,072
|COSTS APPLICABLE TO REVENUES:                                                                                        |                                                                                    |                          |        
|                                                                                                                     | Membership services                                                                |                          |        
|                                                                                                                     | Publications                                                                       |                          |        
|                                                                                                                     | Retail                                                                             |                          |        
|                                                                                                                     |                                                                                    |                          |        
|                                                                                                                     |                                                                                    |                          | 266,941
|GROSS PROFIT                                                                                                         |                                                                                    |                          | 138,131
|OPERATING EXPENSES:                                                                                                  |                                                                                    |                          |        
|                                                                                                                     | Selling, general and administrative                                                |                          |        
|                                                                                                                     | Depreciation and amortization                                                      |                          |        
|                                                                                                                     |                                                                                    |                          |        
|                                                                                                                     |                                                                                    |                          | 102,398
|                                                                                                                     |                                                                                    |                          |        
|INCOME FROM OPERATIONS                                                                                               |                                                                                    |                          | 35,733 
|NON-OPERATING ITEMS:                                                                                                 |                                                                                    |                          |        
|                                                                                                                     | Interest expense, net                                                              |                          |        
|                                                                                                                     | Other non-operating (expense) income, net                                          |                          |        
|                                                                                                                     |                                                                                    |                          |        
|                                                                                                                     |                                                                                    |                          | (27,730
|                                                                                                                     |                                                                                    |                          |        
|INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE |                                                                                    |                          | 8,003  
|INCOME TAX EXPENSE                                                                                                   |                                                                                    |                          | (4,700 
|                                                                                                                     |                                                                                    |                          |        
|INCOME FROM CONTINUING OPERATIONS                                                                                    |                                                                                    |                          | 3,303  
|DISCONTINUED OPERATIONS:                                                                                             |                                                                                    |                          |        
|                                                                                                                     | Gain (loss) from discontinued operations, net of applicable income taxes           |                          |        
|                                                                                                                     | Gain (loss) on disposal, net of applicable income taxes                            |                          |        
|                                                                                                                     |                                                                                    |                          |        
|INCOME (LOSS) BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE                                   |                                                                                    |                          | 3,303  
|EXTRAORDINARY ITEM:                                                                                                  |                                                                                    |                          |        
|                                                                                                                     | Loss on early extinguishment of debt, net of applicable current income tax benefit |                          |        
|CUMULATIVE EFFECT OF ACCOUNTING CHANGE FOR START-UP COSTS, net of applicable current income tax benefit              |                                                                                    |                          |       
|                                                                                                                     |                                                                                    |                          |        
|NET INCOME (LOSS)                                                                                                    |                                                                                    | $                        | 3,303  
|                                                                                                                     |                                                                                    |                          |        

18

---



|                                    |                                 | December 31, |  
|----------------------------------- | ------------------------------- | ------------ | -
|
|
|Balance Sheet Data (at period end): |                                 |              |  
|                                    | Working capital (deficiency)(1) |              | $
|                                    | Total assets                    |              |  
|                                    | Deferred revenues(2)            |              |  
|                                    | Total debt                      |              |  
|                                    | Total stockholder's deficit     |              |  

---

ITEM 7: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following tables set forth the components of the statements of operations for the years ended December 31, 2000, 1999, and 1998 as a percentage of
total revenues, and the comparison of those components from period to period. The following discussion is based on the Company's Consolidated Financial Statements included elsewhere herein. The
Company's revenues are derived principally from membership services, including club membership dues and marketing fees paid to the Company for services provided by third parties, from publications,
including subscriptions and advertising, and from retail sales. The Company sold Affinity Insurance Group, Inc. ("AINS") and Affinity Bank ("AB") in the fourth quarter of 1998 and 1999,
respectively; both were acquired in 1995. The "Management's Discussion and Analysis of Financial Condition and Results of Operations" discussion below excludes the operations of AINS and AB, since
they have been classified as discontinued operations.

19

---

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

TABLE FOR PERCENTAGE COMPARISONS OF TOTAL REVENUES
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

|                                                                                                                     |                                                                                    |       |      |       |      |       |      | Percentage Increase (Decrease) |       
|-------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | ----- | ---- | ----- | ---- | ----- | ---- | ------------------------------ | ------
|
|
|
|REVENUES:                                                                                                            |                                                                                    |       |      |       |      |       |      |                                |       
|                                                                                                                     | Membership services                                                                |       | 30.0 | %     | 31.1 | %     | 32.0 | %                              | 0.8   
|                                                                                                                     | Publications                                                                       |       | 16.9 | %     | 15.9 | %     | 16.6 | %                              | 11.3  
|                                                                                                                     | Retail                                                                             |       | 53.1 | %     | 53.0 | %     | 51.4 | %                              | 5.1   
|                                                                                                                     |                                                                                    |       |      |       |      |       |      |                                |       
|                                                                                                                     |                                                                                    | 100.0 | %    | 100.0 | %    | 100.0 | %    | 4.8                            | %     
|COSTS APPLICABLE TO REVENUES:                                                                                        |                                                                                    |       |      |       |      |       |      |                                |       
|                                                                                                                     | Membership services                                                                |       | 19.2 | %     | 19.0 | %     | 19.7 | %                              | 5.9   
|                                                                                                                     | Publications                                                                       |       | 11.4 | %     | 10.6 | %     | 11.7 | %                              | 13.2  
|                                                                                                                     | Retail                                                                             |       | 35.3 | %     | 35.0 | %     | 34.5 | %                              | 5.5   
|                                                                                                                     |                                                                                    |       |      |       |      |       |      |                                |       
|                                                                                                                     |                                                                                    | 65.9  | %    | 64.6  | %    | 65.9  | %    | 6.9                            | %     
|                                                                                                                     |                                                                                    |       |      |       |      |       |      |                                |       
|GROSS PROFIT                                                                                                         |                                                                                    | 34.1  | %    | 35.4  | %    | 34.1  | %    | 0.8                            | %     
|OPERATING EXPENSES:                                                                                                  |                                                                                    |       |      |       |      |       |      |                                |       
|                                                                                                                     | Selling, general and administrative                                                |       | 21.1 | %     | 20.8 | %     | 20.1 | %                              | 6.0   
|                                                                                                                     | Depreciation and amortization                                                      |       | 4.2  | %     | 4.2  | %     | 4.1  | %                              | 4.1   
|                                                                                                                     |                                                                                    |       |      |       |      |       |      |                                |       
|                                                                                                                     |                                                                                    | 25.3  | %    | 25.0  | %    | 24.2  | %    | 5.7                            | %     
|                                                                                                                     |                                                                                    |       |      |       |      |       |      |                                |       
|INCOME FROM OPERATIONS                                                                                               |                                                                                    | 8.8   | %    | 10.4  | %    | 9.9   | %    | (10.9                          | )%    
|NON-OPERATING ITEMS:                                                                                                 |                                                                                    |       |      |       |      |       |      |                                |       
|                                                                                                                     | Interest expense, net                                                              |       | (6.8 | )%    | (7.4 | )%    | (8.8 | )%                             | (2.8  
|                                                                                                                     | Other non-operating (expense) income, net                                          |       |     |       | (0.3 | )%    | 0.7  | %                              | 100.4 
|                                                                                                                     |                                                                                    |       |      |       |      |       |      |                                |       
|                                                                                                                     |                                                                                    | (6.8  | )%   | (7.7  | )%   | (8.1  | )%   | (6.8                           | )%    
|                                                                                                                     |                                                                                    |       |      |       |      |       |      |                                |       
|INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE |                                                                                    | 2.0   | %    | 2.7   | %    | 1.8   | %    | (22.6                          | )%    
|INCOME TAX EXPENSE                                                                                                   |                                                                                    | (1.2  | )%   | (1.5  | )%   | (1.2  | )%   | (16.7                          | )%    
|                                                                                                                     |                                                                                    |       |      |       |      |       |      |                                |       
|INCOME FROM CONTINUING OPERATIONS                                                                                    |                                                                                    | 0.8   | %    | 1.2   | %    | 0.6   | %    | (29.8                          | )%    
|DISCONTINUED OPERATIONS:                                                                                             |                                                                                    |       |      |       |      |       |      |                                |       
|                                                                                                                     | Gain (loss) from discontinued operations, net of applicable income taxes           |       |     |       | 0.3  | %     | (0.6 | )%                             | (100.0
|                                                                                                                     | Gain (loss) on disposal, net of applicable income taxes                            |       |     |       | 0.2  | %     |     |                                | (100.0
|                                                                                                                     |                                                                                    |       |      |       |      |       |      |                                |       
|INCOME BEFORE EXTRAORDINARY ITEM ANDCUMULATIVE EFFECT OF ACCOUNTING CHANGE                                           |                                                                                    | 0.8   | %    | 1.7   | %    |      |      | (49.0                          | )%    
|EXTRAORDINARY ITEM:                                                                                                  |                                                                                    |       |      |       |      |       |      |                                |       
|                                                                                                                     | Loss on early extinguishment of debt, net of applicable current income tax benefit |       |     |       |     |       | (1.4 | )%                             |      
|CUMULATIVE EFFECT OF ACCOUNTING CHANGE FOR START-UP COSTS, net of applicable current income tax benefit              |                                                                                    |      |      |      |      |      |      |                               |       
|                                                                                                                     |                                                                                    |       |      |       |      |       |      |                                |       
|NET INCOME (LOSS)                                                                                                    |                                                                                    | 0.8   | %    | 1.7   | %    | (1.4  | )%   | (49.0                          | )%    
|                                                                                                                     |                                                                                    |       |      |       |      |       |      |                                |       

20

---



Year Ended December 31, 2000 Compared with Year Ended December 31, 1999

Revenues

Revenues of $405.1 million for 2000 increased by approximately $18.4 million or 4.8% from the comparable period in 1999.

Membership
services revenues for 2000 of $121.4 million increased by approximately $1.0 million or 0.8% compared to $120.4 million for 1999. This revenue increase
is largely attributable to $1.2 million in additional emergency road service revenue as a result of increased enrollment and $0.9 million in increased member event revenue, partially
offset by a $0.7 million decrease in membership services revenue, relating primarily to reduced revenue for its golf membership club from declining enrollment, and a net $0.4 million
decrease in ancillary product revenue, primarily relating to the fee income recognized on RV financing and insurance products.

Publications
revenues for 2000 of $68.5 million increased by $7.0 million or 11.3% from $61.5 million for 1999. This is attributable to a $2.5 million
revenue increase related to the new cd-rom version of theTrailer Life Campground/RV Park and Services Directoryand a new customized road
atlas, revenues of $2.5 million associated with motorcycle titles acquired through the acquisition of Thunder Press ("TPI") in January 2000, and a net $2.0 million increase in
advertising revenue throughout the publications.

Retail
revenue for 2000 of $215.2 million increased $10.4 million or 5.1% over 1999. This increase consisted of revenues of $7.5 million related to the
March 2000 asset acquisition by Camping World RV Sales, Inc. ("CWRV") of Traveltown Texas, Inc., a recreational vehicle ("RV") dealership in San Antonio, Texas that was
subsequently moved to the Camping World retail location in New Braunfels, Texas, and a $2.9 million or 1.4% increase in Camping World merchandise sales. The increase in Camping World
merchandise sales is primarily attributable to a net $0.8 million increase in retail showroom sales, which includes a $3.9 million increase related to the addition of one new store that
was partially offset by a $3.1 million or 2.3% decrease in same store sales over 1999. In addition, mail order sales increased $1.4 million and installation fees and other supplies and
services increased $0.7 million.

Costs Applicable to Revenues

Costs applicable to revenues totaled $266.9 million in 2000, an increase of $17.2 million or 6.9% over 1999.

Membership
services costs and expenses increased by approximately $4.3 million or 5.9% to $77.6 million for 2000 compared to $73.3 million in 1999. This increase
was due to a $2.2 million increase in Coast to Coast Club expenses, primarily legal defense costs and an increase in member acquisition marketing expenses, a $1.5 million increase in
Camping World RV Resource Center costs and President's Club promotional expenses, $1.1 million of increased expenses for program enhancements related to RVSEARCH, an internet website developed
to list new and used recreational vehicles for sale by both dealers and private parties, partially offset by reduced expenses of $0.5 million for the extended vehicle warranty program.

Publication
costs and expenses of $46.3 million for 2000 increased $5.4 million or 13.2% compared to 1999. This increase was primarily due to increased directory
expenses related to the new products sold, and the newly acquired operations of TPI.

Retail
costs applicable to revenues increased $7.5 million or 5.5% to $143.0 million due to a $6.0 million increase associated with CWRV, and a
$1.5 million increase in merchandise costs which was primarily attributable to the 1.1% increase in merchandise sales. The retail gross profit margin increased by $2.9 million, to 33.5%
in 2000 from 33.8% in 1999.

21

---

Operating Expenses

Selling, general and administrative expenses of $85.5 million for 2000 were $4.8 million or 6.0% over 1999. This increase was the result of a
$5.8 million increase in wage and related benefits, $1.3 million in additional expenses relating to CWRV, $1.0 million increase in retail selling, general and administrative
expenses associated with an additional store in 2000, and an increase of $0.6 million in other selling, general and administrative expenses, partially offset by a $3.0 million decrease
in deferred executive compensation, and reduced Y2K computer conversion expenses of $0.9 million. Depreciation and amortization expenses of $16.9 million were $0.7 million higher
than in 1999. This variance was
principally associated with an increase in depreciation expense attributable to increased capital expenditures in 1999.

Income from Operations

Income from operations of $35.7 million for 2000 decreased by $4.4 million or 10.9% compared to 1999. Increased operating expenses of
$5.5 million and reduced gross profit from membership services of $3.4 million were partially offset by increased gross profit for the retail operations and publications operations of
$2.9 million and $1.6 million, respectively.

Non-Operating Items

Net non-operating items for 2000 were $27.7 million compared to approximately $29.7 million for 1999. This $2.0 million
decrease was the result of a $1.2 million reduction in other non-operating items over 1999, related to a 1999 one-time expense associated with the reorganization of
certain publications and club activities, and a $0.8 million decrease in net interest expense as a result of increased income on notes from affiliates partially offset by higher interest
expense on outstanding indebtedness due to a rise in interest rates.

Income from Continuing Operations Before Income Taxes, Extraordinary Item and Cumulative Effect of Accounting Change

Income from continuing operations before income taxes, extraordinary item and cumulative effect of accounting change in 2000 was $8.0 million compared
to $10.3 million for 1999. This decrease was due to the decreases in income from operations reflected above partially offset by lower net non-operating expenses.

Income Taxes

Income taxes for 2000 of $4.7 million decreased $0.9 million from 1999. The effective income tax rates are higher than statutory rates due
primarily to the amortization of non-deductible goodwill.

Income from Continuing Operations

Income from continuing operations for 2000 was $3.3 million compared to $4.7 million for 1999. This decrease was due to the decrease in income
from operations that was only partially offset by reduced non-operating expenses.

Net Income (Loss)

The net income for 2000 was $3.3 million compared with $6.5 million for 1999. This $3.2 million unfavorable variance resulted from a
decrease of $1.4 million in income from continuing operations for 2000 over 1999, and the $1.8 million income recognized in 1999 associated with the discontinued operations of Affinity
Bank.

22

---

Year Ended December 31, 1999 Compared with Year Ended December 31, 1998

Revenues

Revenues of $386.7 million for 1999 increased by approximately $23.2 million or 6.4% from the comparable period in 1998.

Membership
services revenues for 1999 of $120.4 million increased by approximately $4.1 million or 3.5% compared to $116.3 million for 1998. This revenue increase
is largely attributable to a $4.7 million increase in fee income recognized on vehicle insurance products, a $2.4 million increase in marketing fee income generated from increased sales
of health and life insurance premiums as well as a revised contract with the third party administrator, $1.0 million in additional Good Sam emergency road service revenue as a result of
increased enrollment, and $0.9 million in increased member event revenue. These increases were partially offset by a $4.9 million revenue decrease from the extended vehicle warranty
program. Our underwriting partner eliminated multi-year extended vehicle warranty contracts, thus limiting sales to annual renewable contracts.

Publications
revenues for 1999 of $61.6 million increased 2.0% from $60.4 million for 1998. This increase was primarily due to an increase in advertising revenue in the
RV-related publications partially offset by reduced advertising revenue in the snow-related publications as a result of unseasonably mild winter weather.

Retail
revenue for 1999 of $204.7 million increased $17.9 million or 9.6% over 1998. This increase was principally attributable to a $13.6 million increase in
retail showroom sales, representing a 5.5% same store growth over 1998, and a $4.3 million increase in mail order sales.

Costs Applicable to Revenues

Costs applicable to revenues totaled $249.7 million in 1999, an increase of $10.3 million or 4.3% over 1998.

Membership
services costs and expenses increased by approximately $1.8 million or 2.6% to $73.3 million for 1999 compared to $71.5 million in 1998. This increase
was due to a $2.0 million increase in membership services costs primarily associated with increased marketing of the Good Sam Club and President's Club memberships, a $1.3 million
increase in marketing and administration costs as a result of the contract renewal with the health and life insurance third party administrator, a $1.0 million increase in emergency road
service claims costs, and a $0.8 million increase for member events due to increases in attendance and the number of events. These expense increases were partially offset by a
$1.8 million reduction in general operating expenses and a $1.5 million reduction associated with the decline in sales of extended warranty policies.

Publication
costs and expenses of $40.9 million for 1999 decreased $1.8 million or 4.2% compared to 1998. This decrease was primarily due to making Roads to Adventurean annual title instead of a
quarterly publication, reduced expenses related to lower circulation in the snow-related
publications, and lower Woodall production costs as a result of a change in contracted production facilities.

Retail
costs applicable to revenues increased $10.2 million or 8.2% to $135.5 million. The increase in retail costs was primarily attributable to the 9.6% increase in
merchandise sales. The gross profit margin increased by $7.7 million, from 32.9% in 1998 to 33.8% in 1999. The primary reasons for the improved margin were a result of reduced competitive
pressure and a series of substantial cost reduction negotiations.

Operating Expenses

Selling, general and administrative expenses of $80.7 million for 1999 were $7.4 million or 10.2% over 1998. This increase was the result of a
$4.8 million increase in deferred executive compensation,

23

---

$4.5 million increase in retail selling, general and administrative expenses associated with new store openings and other variable expenses related to increased sales, partially offset by a
$1.9 million decrease in consulting, legal and professional fees. Depreciation and amortization expenses of $16.2 million were $1.3 million higher than in 1998. This variance was
principally due to the depreciation of assets associated with the new retail stores, the merchandising and distribution system, and the acquisition of the Ventura, California corporate facility in the
fourth quarter of 1998.

Income from Operations

Income from operations of $40.1 million for 1999 increased by $4.1 million or 11.5% compared to 1998. Increased gross profit from the CWI retail
operations of $7.8 million, and from publications of $3.0 million and membership services of $2.2 million, were partially offset by increased operating expenses of
$8.9 million.

Non-Operating Items

Net non-operating items for 1999 were $29.8 million compared to approximately $29.4 million for 1998. This $0.4 million
increase was the result of a $3.3 million decrease in net interest expense due to lower effective interest rates, more than offset by a $3.7 million increase in other
non-operating items over 1998. In 1999 the Company recognized one-time expenses of $1.2 million associated with the reorganization of certain publications and club
activities compared to the gain recognized on a condemnation award in 1998.

Income from Continuing Operations Before Income Taxes, Extraordinary Item and Cumulative Effect of Accounting Change

Income from continuing operations before income taxes, extraordinary item and cumulative effect of accounting change in 1999 was $10.3 million compared
to $6.6 million for 1998. This increase was due to the increases in income from operations reflected above partially offset by higher net non-operating expenses.

Income Taxes

Income taxes for 1999 of $5.6 million increased $1.2 million from 1998. The effective income tax rates are higher than statutory rates due
primarily to the amortization of non-deductible goodwill.

Income from Continuing Operations

Income from continuing operations for 1999 was $4.7 million compared to $2.2 million for 1998. This increase was due to the increase in income
from operations, combined with increased non-operating expenses.

Discontinued Operations

As further described in Note 15 in the Consolidated Financial Statements, the Company adopted a plan to sell the stock of AINS and AB in the fourth
quarter of 1998. Aggregate losses of $2.0 million, net of taxes, were recognized in 1998 from the disposition of AINS and the planned disposition of AB. The Company completed the sale of AB in
1999 following regulatory approval resulting in a $1.8 million gain, net of tax.

Extraordinary Item

The Company refinanced the $120.0 million, 11.5%, AGI Senior Subordinated Notes in December 1998 and incurred a write-off of
unamortized financing costs of $3.0 million and a

24

---

redemption premium of $5.2 million. The income tax benefit related to this refinancing totaled $3.1 million.

Net Income (Loss)

The net income for 1999 was $6.5 million compared to a net loss of $5.0 million for 1998. This $11.5 million favorable variance resulted
from an increase of $2.5 million in income from continuing operations in 1999 over 1998, and the $5.1 million non-recurring loss recorded in 1998 on the early extinguishment
of debt related to the refinance of the $120.0 million, 11.5%, senior subordinated notes. Additionally, the income/(loss) recognized in 1999 versus 1998 of $1.8 million and $(2.0)
million, respectively, associated with the discontinued operations of Affinity Insurance Group, Inc. and Affinity Bank, and the cumulative net expense of an accounting change of
$0.1 million recognized in 1998 account for the balance of the increase.

Liquidity and Capital Resources

AGHI is a holding company whose primary assets are the capital stock of AGI and Affinity Group Thrift Holding Corporation ("AGTHC"). AGI, and its subsidiaries,
provide the operating cash flow necessary to service its debt as well as that of AGHI. The sale of AB, AGTHC's sole and wholly-owned subsidiary, was completed on September 30, 1999 when the
stock of AB was sold to Affinity Bank Holdings LLC, an affiliate which has been subsequently merged into Affinity Bank Holdings, Inc. ("ABH"), and has been reclassified as discontinued in the
accompanying financial statements.

The
Company has two primary debt obligations. On April 2, 1997, AGHI issued a total of $130.0 million of 11.0% senior notes maturing on April 1, 2007 ("AGHI
Senior Notes"). On November 13, 1998, AGI entered into a $200.0 million revolving credit and term loan facility ("AGI Revolving Credit and Term Loan Facility") consisting of two term
loans ("Term A" and"Term B") aggregating $130.0 million and a revolving credit facility of $70.0 million. The interest on borrowings under the AGI Revolving Credit and Term Loan Facility
is at variable rates based on the ratio of total cash flow to outstanding indebtedness (as defined). Interest rates float with prime and the London Interbank Offered Rates ("LIBOR"), plus an
applicable margin ranging from 1.625% to 3.625% over the stated rates. As of December 31, 2000, the average interest rates on the term loans and revolving credit facility were 9.87% and 9.35%,
respectively, and permitted borrowings under the undrawn revolving line were $31.1 million. AGI also pays a commitment fee of 0.5% per annum on the unused amount of the revolving credit line.
The term loans have quarterly scheduled payments of $2.65 million in 2001. The revolving credit facility matures on December 31, 2004, and the Term A and Term B loans mature on
December 31, 2004
and June 30, 2006, respectively. The AGI Revolving Credit and Term Loan Facility is secured by virtually all the assets and a pledge of the stock of AGI.

The
AGI Revolving Credit and Term Loan Facility allows for, among other things, the distribution of payments by AGI to AGHI to service the semi-annual interest due on the
AGHI Senior Notes and the annual amounts due under the Camping World Management Incentive Agreements. Such distributions are subject to AGI's compliance with certain restrictive covenants, including,
but not limited to, an interest coverage ratio, fixed charge coverage ratio, minimum operating cash flow, and limitations on capital expenditures and total indebtedness. Effective December 31,
2000, the Company amended the AGI Revolving Credit and Term Loan Facility to ensure compliance with certain of its restrictive covenants, principally minimum operating cash flow, as defined, and the
total leverage covenant. In addition, among other things, the Amendment provided for an interest rate increase on the revolver and term loans equal to 0.5% per annum and prohibits the distribution by
its wholly-owned subsidiary, AGI, of any excess cash flow, as defined, until total leverage is less than 4.75 to 1. The Company generated $8.9 million of excess cash flow in 2000. Under the
terms of the Amendment, AGI will prepay in the first quarter of 2001, on a pro-rata basis, in inverse order of maturity, the term loans equal to 100% of the excess cash flow.

25

---

Effective November 1, 1998, AGI entered into an interest rate floor and cap transaction agreement ("AGI Interest Rate Collar") at no cost. The notional amount of the AGI
Interest Rate Collar is $75.0 million with a cap rate of 6.0% and a floor rate of 5.585% over the three-month LIBOR index. The floating rate is adjusted quarterly and was 6.759% at
December 31, 2000. This facility has a maturity date of November 1, 2001. The AGI Interest Rate Collar protects the Company against a rise in the LIBOR base rate over 6% on
$75.0 million of the AGI Revolving Credit and Term Loan Facility.

The
AGHI indenture pursuant to which the AGHI Senior Notes were issued contains certain restrictive covenants relating to, but not limited to, mergers, changes in the nature of the
business, acquisitions, additional indebtedness, sale of assets, investments, and the payment of dividends subject to certain limitations and minimum operating covenants. The Company was in compliance
with all debt covenants at December 31, 2000.

During
2000, payments under the terms of several phantom stock agreements totaled $1.6 million. Additional phantom stock payments of $0.4 million are scheduled to be
made over the next twelve months.

Capital
expenditures for 2000 totaled $9.4 million compared to capital expenditures of $12.0 million in 1999. Capital expenditures are anticipated to be approximately
$6.0 million for 2001, primarily for Camping World supercenter equipment and property improvements, continued enhancements to membership marketing databases, computer hardware upgrades and
replacements, and computer software upgrades and enhancements.

During
the fourth quarter of 1998, the Company's Board of Directors adopted a plan to sell the stock of AB, subject to regulatory approval, to an affiliate of the Company at its net
book value, which in the opinion of management approximates market value. As a result, the operations of AB are classified as a discontinued operation in the accompanying financial statements. The
Company received regulatory approval to sell AB and subsequently closed the transaction on September 30, 1999. In consideration for the stock of AB, AGTHC received 17,100 shares of
Series A Preferred stock of the purchaser, ABH, valued at $18,631,000. In the fourth quarter of 1999, AGTHC agreed to convert and exchange the preferred stock for a Capital Note. The Capital
Note principal balance was equal to the preference amount of the preferred stock as of the conversion date and accrues interest at the rate of 11% per annum until maturity on October 1, 2014.
On October 31, 2000, AGTHC sold, at face value, a $1.5 million participation in the Capital Note to an affiliate of Mr. Adams, the Company's Chairman. In addition, AGTHC, although
required to be consolidated with the Company, is recognized as an "unrestricted" or non-guarantying subsidiary under the terms of the AGHI Senior Notes.

Management
believes that funds generated by operations together with available borrowings under its revolving credit line will be sufficient to satisfy the Company's operating cash
needs, debt obligations and capital requirements of its existing operations during the next twelve months.

Factors Affecting Future Performance

Although increases in operating costs could adversely affect the Company's operations, management does not believe that inflation has had a material effect on
operating profit during the past several years. However, fuel shortages and substantial increases in propane and gasoline costs could have a significant impact on the Company's travel-related
membership services and publications revenues. Historically such events have caused declines in advertisements but have not significantly affected club membership enrollment. The Company is unable to
predict at what point fluctuating fuel prices may begin to adversely impact revenues or cash flow. The Company believes it will be able to partially offset any cost increases with price increases to
its members and certain cost reducing measures.

26

---

Seasonality

The Company's cash flow is highest in the second half of the year due to the seasonal nature of the retail segment and membership renewals of the Coast to
Coast clubs in the fourth quarter.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is exposed to market risks relating to fluctuations in interest rates. The Company's objective of financial risk management is to minimize the
negative impact of interest rate fluctuations on the Company's earnings and cash flows.

Interest
rate risk is managed through the use of an interest rate collar contract. This contract is entered into with a financial institution thereby minimizing risk of credit loss.
See Note 5 in the Notes to Consolidated Financial Statements for a more complete description of the Company's interest rate collar.

The
following analysis presents the sensitivity to the earnings of the Company if these changes occurred at December 31, 2000. The range of changes chosen for this analysis
reflects the Company's view of changes which are reasonably possible over a one-year period. These forward-looking disclosures are selective in nature and only address the potential
impacts from financial instruments. They do not include other potential effects which could impact the Company's business as a result of these interest rate fluctuations.

Interest Rate Sensitivity Analysis

At December 31, 2000, the Company had debt, excluding capital leases, totaling $285.3 million and an interest rate collar contract with a
notional value of $75.0 million. The interest rate collar contract limits LIBOR fluctuations to interest rate changes from 5.585% to 6.0%. As of December 31, 2000, the LIBOR rate on the
interest rate collar contract was 6.759%.

At
December 31, 2000, the Company had $142.2 million of variable rate debt and $143.1 million of fixed rate debt. Holding other variables constant (such as debt
levels), the earnings and cash flow impact of a one-percentage point increase in interest rates would have an unfavorable impact of approximately
$0.7 million. The earnings and cash flow impact of a one-percentage point decrease in interest rates would have a favorable impact of approximately $1.4 million, holding
other variables constant.

Credit Risk

The Company is exposed to credit risk on accounts receivable. The Company provides credit to customers in the ordinary course of business and performs ongoing
credit evaluations. Concentrations of credit risk with respect to trade receivables are limited due to the number of customers comprising the Company's customer base. The Company currently believes
its allowance for doubtful accounts is sufficient to cover customer credit risks.

Disclosure Regarding Forward Looking Statements

This filing contains statements that are "forward looking statements," and includes, among other things, discussions of the Company's business strategy and
expectations concerning market position, future operations, margins, profitability, liquidity and capital resources, as well as statements concerning the integrations of acquired operations and the
achievement of financial benefits and operational efficiencies in connection with acquisitions. Forward looking statements are included in "BusinessGeneral,"
"BusinessBusiness Strategy," "BusinessRV Industry," "BusinessOperations," "BusinessCompetition," "Legal Proceedings," and in"Management's Discussion
and Analysis of Financial Condition and Results of Operations." Although the Company believes that the expectations

27

---

reflected in such forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. Generally, these statements relate to business plans or
strategies, projected or anticipated benefits or other consequences of such plans or strategies, number of acquisitions and projected or anticipated benefits from acquisitions made by or to be made by
the Company, or projections involving anticipated revenues, expenses, earnings, levels of capital expenditures or other aspects of operating results. All phases of the operations of the Company are
subject to a number of uncertainties, risks and other influences, including consumer spending, fuel prices, general economic conditions, regulatory changes and competition, many of which are outside
the control of the Company, any one of which, or a combination of which, could materially affect the results of the Company's operations and whether the forward looking statements made by the Company
ultimately prove to be accurate.

28

---



ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

Index to Financial Statements

|                                                                                                      |  | Page
|----------------------------------------------------------------------------------------------------- |  | ----
|Report of Independent Public Accountants                                                              |  | 30  
|Consolidated Balance Sheets as of December 31, 2000 and 1999                                          |  | 31  
|Consolidated Statements of Operations for the years ended December 31, 2000, 1999 and 1998            |  | 32  
|Consolidated Statements of Stockholder's Deficit for the years ended December 31, 2000, 1999 and 1998 |  | 33  
|Consolidated Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998            |  | 34  
|Notes to Consolidated Financial Statements                                                            |  | 35  
|Schedule IIValuation and Qualifying Accounts                                                         |  | 47  

All
other financial statement schedules not listed have been omitted since the required information is included in the consolidated financial statements, the notes thereto, is not
applicable, or not required.

29

---

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

Board of Directors
Affinity Group Holding, Inc. and Subsidiaries:

We
have audited the accompanying consolidated balance sheets of Affinity Group Holding, Inc. (a Delaware corporation and wholly-owned subsidiary of AGI Holding Corp.) and
Subsidiaries as of December 31, 2000 and 1999, and the related consolidated statements of operations, stockholder's deficit, and cash flows for each of the three years in the period ended
December 31, 2000. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Affinity Group Holding, Inc. and
Subsidiaries as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the three years then ended in conformity with accounting principles generally accepted in
the United States.



Los
Angeles, California
March 1, 2001

30

---

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, 2000 AND 1999 (IN THOUSANDS, EXCEPT SHARE AMOUNTS)

|                                      |                               | 2000                                                                                         |                             | 1999    |        
|------------------------------------- | ----------------------------- | -------------------------------------------------------------------------------------------- | --------------------------- | ------- | -------
|ASSETS                                |                               |                                                                                              |                             |         |        
|                                      | CURRENT ASSETS:               |                                                                                              |                             |         |        
|                                      |                               | Cash and cash equivalents                                                                    |                             | $       | 3,456  
|                                      |                               | Accounts receivable, less allowance for doubtful accounts of $1,642 in 2000 and $947 in 1999 |                             |         | 24,393 
|                                      |                               | Inventories                                                                                  |                             |         | 33,774 
|                                      |                               | Prepaid expenses and other assets                                                            |                             |         | 9,961  
|                                      |                               | Deferred tax asset                                                                           |                             |         | 6,558  
|                                      |                               |                                                                                              |                             |         |        
|                                      |                               |                                                                                              | Total current assets        |         |        
|                                      | PROPERTY AND EQUIPMENT        |                                                                                              |                             | 67,118  |        
|                                      | NOTES FROM AFFILIATES         |                                                                                              |                             | 23,388  |        
|                                      | INTANGIBLE ASSETS             |                                                                                              |                             | 183,333 |        
|                                      | DEFERRED TAX ASSET            |                                                                                              |                             | 14,950  |        
|                                      | OTHER ASSETS                  |                                                                                              |                             | 4,896   |        
|                                      |                               |                                                                                              |                             |         |        
|                                      |                               | $                                                                                            | 371,827                     |         | $      
|                                      |                               |                                                                                              |                             |         |        
|LIABILITIES AND STOCKHOLDER'S DEFICIT |                               |                                                                                              |                             |         |        
|                                      | CURRENT LIABILITIES:          |                                                                                              |                             |         |        
|                                      |                               | Accounts payable                                                                             |                             | $       | 17,709 
|                                      |                               | Accrued interest                                                                             |                             |         | 4,966  
|                                      |                               | Accrued income taxes                                                                         |                             |         | 5,941  
|                                      |                               | Accrued liabilities                                                                          |                             |         | 27,202 
|                                      |                               | Deferred revenues                                                                            |                             |         | 57,401 
|                                      |                               | Deferred tax liability                                                                       |                             |         | 5,514  
|                                      |                               | Current portion of long-term debt                                                            |                             |         | 11,205 
|                                      |                               |                                                                                              |                             |         |        
|                                      |                               |                                                                                              | Total current liabilities   |         |        
|                                      | DEFERRED REVENUES             |                                                                                              |                             | 32,567  |        
|                                      | LONG-TERM DEBT                |                                                                                              |                             | 274,281 |        
|                                      | DEFERRED TAX LIABILITY        |                                                                                              |                             | 7,939   |        
|                                      | OTHER LONG-TERM LIABILITIES   |                                                                                              |                             | 4,017   |        
|                                      | COMMITMENTS AND CONTINGENCIES |                                                                                              |                             |        |        
|                                      |                               |                                                                                              |                             |         |        
|                                      |                               |                                                                                              | 448,742                     |         |        
|                                      |                               |                                                                                              |                             |         |        
|                                      | STOCKHOLDER'S DEFICIT:        |                                                                                              |                             |         |        
|                                      |                               | Common stock, $.01 par value, 1,000 shares authorized, 100 shares issued and outstanding     |                             |         | 1      
|                                      |                               | Additional paid-in capital                                                                   |                             |         | 12,021 
|                                      |                               | Accumulated deficit                                                                          |                             |         | (88,937
|                                      |                               |                                                                                              |                             |         |        
|                                      |                               |                                                                                              | Total stockholder's deficit |         |        
|                                      |                               |                                                                                              |                             |         |        
|                                      |                               | $                                                                                            | 371,827                     |         | $      
|                                      |                               |                                                                                              |                             |         |        

See
notes to consolidated financial statements.

31

---

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (IN THOUSANDS)

|                                                                                                                       |                                                                                                                                        | 2000 |         | 1999    |   | 1998    |        
|---------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------- | ---- | ------- | ------- | - | ------- | -------
|REVENUES:                                                                                                              |                                                                                                                                        |      |         |         |   |         |        
|                                                                                                                       | Membership services                                                                                                                    |      | $       | 121,393 |   | $       | 120,410
|                                                                                                                       | Publications                                                                                                                           |      |         | 68,519  |   |         | 61,554 
|                                                                                                                       | Retail                                                                                                                                 |      |         | 215,160 |   |         | 204,732
|                                                                                                                       |                                                                                                                                        |      |         |         |   |         |        
|                                                                                                                       |                                                                                                                                        |      | 405,072 |         |   | 386,696 |        
|COSTS APPLICABLE TO REVENUES:                                                                                          |                                                                                                                                        |      |         |         |   |         |        
|                                                                                                                       | Membership services                                                                                                                    |      |         | 77,625  |   |         | 73,283 
|                                                                                                                       | Publications                                                                                                                           |      |         | 46,298  |   |         | 40,915 
|                                                                                                                       | Retail                                                                                                                                 |      |         | 143,018 |   |         | 135,510
|                                                                                                                       |                                                                                                                                        |      |         |         |   |         |        
|                                                                                                                       |                                                                                                                                        |      | 266,941 |         |   | 249,708 |        
|GROSS PROFIT                                                                                                           |                                                                                                                                        |      | 138,131 |         |   | 136,988 |        
|OPERATING EXPENSES:                                                                                                    |                                                                                                                                        |      |         |         |   |         |        
|                                                                                                                       | Selling, general and administrative                                                                                                    |      |         | 85,513  |   |         | 80,670 
|                                                                                                                       | Depreciation and amortization                                                                                                          |      |         | 16,885  |   |         | 16,216 
|                                                                                                                       |                                                                                                                                        |      |         |         |   |         |        
|                                                                                                                       |                                                                                                                                        |      | 102,398 |         |   | 96,886  |        
|                                                                                                                       |                                                                                                                                        |      |         |         |   |         |        
|INCOME FROM OPERATIONS                                                                                                 |                                                                                                                                        |      | 35,733  |         |   | 40,102  |        
|NON-OPERATING ITEMS:                                                                                                   |                                                                                                                                        |      |         |         |   |         |        
|                                                                                                                       | Interest expense, net                                                                                                                  |      |         | (27,735 | ) |         | (28,543
|                                                                                                                       | Other non-operating income (expense), net                                                                                              |      |         | 5       |   |         | (1,215 
|                                                                                                                       |                                                                                                                                        |      |         |         |   |         |        
|                                                                                                                       |                                                                                                                                        |      | (27,730 | )       |   | (29,758 | )      
|                                                                                                                       |                                                                                                                                        |      |         |         |   |         |        
|INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES, EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE   |                                                                                                                                        |      | 8,003   |         |   | 10,344  |        
|INCOME TAX EXPENSE                                                                                                     |                                                                                                                                        |      | (4,700  | )       |   | (5,641  | )      
|                                                                                                                       |                                                                                                                                        |      |         |         |   |         |        
|INCOME FROM CONTINUING OPERATIONS                                                                                      |                                                                                                                                        |      | 3,303   |         |   | 4,703   |        
|DISCONTINUED OPERATIONS:                                                                                               |                                                                                                                                        |      |         |         |   |         |        
|                                                                                                                       | Gain (loss) from discontinued operations, net of applicable income tax expense of $624 in 1999 and income tax benefits of $201 in 1998 |      |         |        |   |         | 1,018  
|                                                                                                                       | Gain (loss) on disposal, net of applicable income tax expense of $267 in 1999 and income tax benefits of $33 in 1998                   |      |         |        |   |         | 757    
|                                                                                                                       |                                                                                                                                        |      |         |         |   |         |        
|INCOME BEFORE EXTRAORDINARY ITEM AND CUMULATIVE EFFECT OF ACCOUNTING CHANGE                                            |                                                                                                                                        |      | 3,303   |         |   | 6,478   |        
|EXTRAORDINARY ITEM:                                                                                                    |                                                                                                                                        |      |         |         |   |         |        
|                                                                                                                       | Loss on early extinguishment of debt, net of applicable current income tax benefit of $3,147 in 1998                                   |      |         |        |   |         |       
|CUMULATIVE EFFECT OF ACCOUNTING CHANGE FOR START-UP COSTS, net of applicable current income tax benefit of $77 in 1998 |                                                                                                                                        |      |        |         |   |        |        
|                                                                                                                       |                                                                                                                                        |      |         |         |   |         |        
|NET INCOME (LOSS)                                                                                                      |                                                                                                                                        | $    | 3,303   |         | $ | 6,478   |        
|                                                                                                                       |                                                                                                                                        |      |         |         |   |         |        

See
notes to consolidated financial statements.

32

---

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCK HOLDER'S DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

|                              |  | Common Stock |  |   |   |  |   |        | 
|----------------------------- |  | ------------ |  | - | - |  | - | ------ | 
|
|
|BALANCES AT JANUARY 1, 1998   |  | 100          |  | $ | 1 |  | $ | 12,021 | 
|Net loss                      |  |              |  |   |   |  |   |        | 
|                              |  |              |  |   |   |  |   |        | 
|BALANCES AT DECEMBER 31, 1998 |  | 100          |  |   | 1 |  |   | 12,021 | 
|Net income                    |  |              |  |   |   |  |   |        | 
|                              |  |              |  |   |   |  |   |        | 
|BALANCES AT DECEMBER 31, 1999 |  | 100          |  |   | 1 |  |   | 12,021 | 
|Dividend                      |  |              |  |   |   |  |   |        | 
|Net income                    |  |              |  |   |   |  |   |        | 
|                              |  |              |  |   |   |  |   |        | 
|BALANCES AT DECEMBER 31, 2000 |  | 100          |  | $ | 1 |  | $ | 12,021 | 
|                              |  |              |  |   |   |  |   |        | 

See
notes to consolidated financial statements.

33

---

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998 (IN THOUSANDS)

|                                                     |                                                                                          | 2000                                                                       |                                                       | 1999                                      |        | 1998    |        
|---------------------------------------------------- | ---------------------------------------------------------------------------------------- | -------------------------------------------------------------------------- | ----------------------------------------------------- | ----------------------------------------- | ------ | ------- | -------
|CASH FLOWS FROM OPERATING ACTIVITIES:                |                                                                                          |                                                                            |                                                       |                                           |        |         |        
|                                                     | Net income (loss)                                                                        |                                                                            | $                                                     | 3,303                                     |        | $       | 6,478  
|                                                     | Adjustments to reconcile net income (loss) to net cash provided by operating activities: |                                                                            |                                                       |                                           |        |         |        
|                                                     |                                                                                          | Deferred tax (benefit) provision                                           |                                                       |                                           | (3,557 | )       |        
|                                                     |                                                                                          | Depreciation and amortization                                              |                                                       |                                           | 16,885 |         |        
|                                                     |                                                                                          | Provision for losses on accounts receivable                                |                                                       |                                           | 1,563  |         |        
|                                                     |                                                                                          | Deferred compensation                                                      |                                                       |                                           |       |         |        
|                                                     |                                                                                          | (Gain) loss on disposal of property and equipment                          |                                                       |                                           | (9     | )       |        
|                                                     |                                                                                          | Extraordinary itemloss on early extinguishment of debt                    |                                                       |                                           |       |         |        
|                                                     |                                                                                          | Loss on write-off of start-up costs                                        |                                                       |                                           |       |         |        
|                                                     |                                                                                          | Changes in operating assets and liabilities (net of purchased businesses): |                                                       |                                           |        |         |        
|                                                     |                                                                                          |                                                                            | Accounts receivable                                   |                                           |        | (4,859  | )      
|                                                     |                                                                                          |                                                                            | Inventories                                           |                                           |        | 857     |        
|                                                     |                                                                                          |                                                                            | Prepaid expenses and other assets                     |                                           |        | (316    | )      
|                                                     |                                                                                          |                                                                            | Accounts payable                                      |                                           |        | (1,599  | )      
|                                                     |                                                                                          |                                                                            | Accrued and other liabilities                         |                                           |        | 7,378   |        
|                                                     |                                                                                          |                                                                            | Deferred revenues                                     |                                           |        | (713    | )      
|                                                     |                                                                                          |                                                                            | Net assets and liabilities of discontinued operations |                                           |        |        |        
|                                                     |                                                                                          |                                                                            |                                                       |                                           |        |         |        
|                                                     |                                                                                          |                                                                            |                                                       | Net cash provided by operating activities |        |         | 18,933 
|                                                     |                                                                                          |                                                                            |                                                       |                                           |        |         |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                |                                                                                          |                                                                            |                                                       |                                           |        |         |        
|                                                     | Capital expenditures                                                                     |                                                                            |                                                       | (9,397                                    | )      |         | (11,967
|                                                     | Proceeds from sale of property and equipment                                             |                                                                            |                                                       | 7,547                                     |        |         | 97     
|                                                     | Net changes in intangible assets                                                         |                                                                            |                                                       | (9                                        | )      |         | (451   
|                                                     | Loans receivable                                                                         |                                                                            |                                                       | (945                                      | )      |         | (712   
|                                                     | Acquisitions, net of cash received                                                       |                                                                            |                                                       | (2,262                                    | )      |         |       
|                                                     |                                                                                          |                                                                            |                                                       |                                           |        |         |        
|                                                     |                                                                                          |                                                                            | Net cash used in investing activities                 |                                           |        | (5,066  | )      
|                                                     |                                                                                          |                                                                            |                                                       |                                           |        |         |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                |                                                                                          |                                                                            |                                                       |                                           |        |         |        
|                                                     | Dividends paid                                                                           |                                                                            |                                                       | (5,750                                    | )      |         |       
|                                                     | Redemption premium on prepayment of long-term debt                                       |                                                                            |                                                       |                                          |        |         |       
|                                                     | Borrowings on long-term debt                                                             |                                                                            |                                                       | 99,322                                    |        |         | 86,334 
|                                                     | Principal payments of long-term debt                                                     |                                                                            |                                                       | (108,194                                  | )      |         | (98,243
|                                                     |                                                                                          |                                                                            |                                                       |                                           |        |         |        
|                                                     |                                                                                          |                                                                            | Net cash provided by (used in) financing activities   |                                           |        | (14,622 | )      
|                                                     |                                                                                          |                                                                            |                                                       |                                           |        |         |        
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |                                                                                          |                                                                            | (755                                                  | )                                         |        | 1,348   |        
|CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR       |                                                                                          |                                                                            | 4,211                                                 |                                           |        | 2,863   |        
|                                                     |                                                                                          |                                                                            |                                                       |                                           |        |         |        
|CASH AND CASH EQUIVALENTS AT END OF YEAR             |                                                                                          | $                                                                          | 3,456                                                 |                                           | $      | 4,211   |        
|                                                     |                                                                                          |                                                                            |                                                       |                                           |        |         |        

See
notes to consolidated financial statements.

34

---

AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of ConsolidationThe consolidated financial statements include the accounts of Affinity Group
Holding, Inc. ("AGHI"), its wholly-owned subsidiary, Affinity Group, Inc. ("AGI"), and AGI's subsidiaries (collectively the Company). AGHI was formed in November 1996 and all of
the stock of AGI was contributed to AGHI from its parent, AGI Holding Corp. ("AGHC"), formerly Affinity Group Holding, Inc., upon formation. All significant intercompany transactions and
balances have been eliminated. Certain balances in the prior year consolidated financial statements were reclassified to conform with current year presentation.

Description of the BusinessThe Company is a membership based direct marketing company which sells club memberships,
products, services, and publications to selected affinity groups primarily in North America. The Company markets club memberships, merchandise and services to RV owners, and camping and golf
enthusiasts. The Company also publishes magazines, directories and books.

Use of EstimatesThe preparation of the Company's consolidated financial statements in conformity with generally accepted
accounting principles requires the Company's management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes. Actual results could
differ from those estimates.

Cash and Cash EquivalentsThe Company considers all short-term, highly liquid investments purchased with a
maturity date of three months or less to be cash equivalents. The carrying amount approximates fair value because of the short maturity of these instruments.

Concentration of Credit RiskThe Company is potentially subject to concentrations of credit risk in accounts receivable.
Concentrations of credit risk with respect to accounts receivable is limited due to the large number of customers and their geographical dispersion.

InventoriesInventories are stated at lower of cost or market. Cost is determined by the last-in,
first-out ("LIFO") method for approximately 89.1% and 89.4% of the Company's inventories at December 31, 2000 and 1999, respectively, and the first-in,
first-out ("FIFO") method for all other inventories. The FIFO and LIFO values approximate the current market cost. Inventories consist of retail travel and leisure specialty merchandise.

Property and EquipmentProperty and equipment are recorded at cost. Depreciation of property and equipment is provided
using the straight-line method over the following estimated useful lives of the assets:

YearsBuildings and improvements

3-38Furniture and equipment

3-12Software

3-5


Leasehold
improvements, included in buildings and improvements, are amortized over the lives of the respective leases.

35

---

Intangible AssetsIntangible assets are amortized over the following lives:

YearsGoodwill

15-40Membership and customer lists

3-10Resort and golf course agreements

4Noncompete and deferred consulting agreements

3-15


Deferred
financing costs are amortized over the lives of the related debt agreements.

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. The fair value of the Company's long-term debt was
$263 million as of December 31, 2000.

Revenue RecognitionMerchandise revenue is recognized when products are sold in the retail stores, shipped via mail order
or when services are provided to customers. Membership and Emergency Road Service ("ERS") revenues are deferred and recognized over the life of the membership. Advances on third party credit card fee
revenues are deferred and recognized based on increases in credit card receivables held by third parties. Good Sam Club lifetime membership revenues and expenses are deferred and recognized over
18 years which is the actuarially determined fulfillment period. Promotional expenses, consisting primarily of direct mail advertising, are deferred and expensed over the period of expected
future benefit. Renewal expenses are expensed at the time related materials are mailed. ERS claim expenses are recognized when incurred.

Publications Revenue and ExpenseNewsstand sales of publications and related expenses are recorded at the time of delivery,
net of estimated provision for 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. Subscription and newsstand revenues and expenses related to annual publications are deferred until the publications are
distributed.

Shipping and Handling Fees and CostsPrior to 2000, net mail order shipping fees charged to customers were reported in
selling, general and administrative expenses. To conform with the Emerging Issues
Task Force, Issue 2000-10 "Accounting for Shipping and Handling Fees and Costs," revenues, costs applicable to revenues and selling, general and administrative expenses have been
reclassified for prior periods. The effect of such reclassification was to increase revenues by $4,871,000 and $4,468,000 for 1999 and 1998, respectively; increase costs applicable to revenues by
$4,527,000 and $3,978,000 in 1999 and 1998, respectively; and increase selling, general and administrative expenses by $344,000 and $490,000 for 1999 and 1998, respectively.

Start-Up Activity CostsIn April 1998, the American Institute of Certified Public Accountants ("AICPA")
issued Statement of Position No. 98-5, "Reporting on the Costs of Start-Up Activities" ("SOP 98-5"), which requires that costs of start-up
activities be expensed as incurred. The Company implemented SOP 98-5 effective December 31, 1998, and recorded a charge of $124,000, which was net of a $77,000 income tax benefit,
to reflect the cumulative effect of this change in accounting principle.

Derivative Instruments and Hedging ActivitiesIn June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards 133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS 133"). SFAS 133 establishes accounting and reporting standards for
derivative instruments, including certain derivative instruments embedded in other contracts, (collectively referred to as derivatives) and for hedging activities. The Company currently has no items
related to SFAS 133 other than the income/loss related to the interest floor and cap transaction

36

---

agreement discussed in Note 5. This SFAS will be implemented January 1, 2001. The adoption by the Company of SFAS 133 is not expected to have a material effect on its results of
operations or on its financial position.

2. PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at December 31 (in thousands):

2000

1999Land

$
18,041

$
18,762Building and improvements


38,247


43,042Furniture and equipment


27,188


24,266Software


9,367


8,220Systems development in progress


2,300


55595,143


94,845Less: accumulated depreciation


(28,025
)

(21,152
)$
67,118

$
73,693


3. INTANGIBLE ASSETS

Intangible assets consisted of the following at December 31 (in thousands):

2000

1999Goodwill

$
187,572

$
184,511Membership and customer lists


3,947


3,947Resort and golf course participation agreements


13,568


13,642Noncompete and deferred consulting agreements


27,815


28,015Deferred financing costs


9,882


10,000242,784


240,115Less: accumulated amortization


(59,451
)

(51,370
)$
183,333

$
188,745


4. ACCRUED LIABILITIES

Accrued liabilities consisted of the following at December 31 (in thousands):

2000

1999Compensation and benefits

$
7,923

$
8,506Other accruals


19,279


15,132$
27,202

$
23,638


37

---

5. LONG-TERM DEBT

The following reflects outstanding long-term debt as of December 31 (in thousands):

2000

1999AGHI Senior Notes

$
130,000

$
130,000Camping World management incentive obligation


10,000


10,000AGI Revolving Credit and Term Loan Facility:Term A


48,761


64,000Term B


54,710


59,400Revolving credit facility


38,750


27,384Other long-term obligations


3,265


2,774285,486


293,558Less: current portion


(11,205
)

(8,885
)$
274,281

$
284,673


On
April 2, 1997, AGHI issued a total of $130.0 million of senior notes ("AGHI Senior Notes"). The notes bear interest at the rate of 11% per annum with interest payable
semi-annually each April 1 and October 1, and mature on April 1, 2007. The AGHI Senior Notes are redeemable, in whole or in part, at the option of the Company any time
on or after April 1, 2002, starting at a redemption price of 105.5% of the principal amount plus accrued interest to the redemption date. These notes are general unsecured obligations of AGHI
and rank pari passu with all existing indebtedness of AGHI and senior in right of payment to all existing and future subordinated indebtedness of the Company.

On
April 2, 1997, AGHI entered into management incentive agreements ("Camping World Management Incentive Agreements") with certain Camping World executives pursuant to which up
to an additional $15.0 million will be paid subject to Camping World achieving certain operating goals. Such contingent amounts will be payable in $1.0 million annual installments on the
first four anniversaries of the closing
and $11.0 million on the fifth anniversary of the closing. This obligation was recorded at the present value of $10.0 million and accrues interest at the rate of 10% per annum on the
unpaid balance.

On
November 13, 1998, AGI entered into a $200.0 million revolving credit and term loan facility ("AGI Revolving Credit and Term Loan Facility") consisting of two term
loans ("Term A" and"Term B") aggregating $130.0 million and a revolving credit facility of $70.0 million. The interest on borrowings under the AGI Revolving Credit and Term Loan Facility
is at variable rates based on the ratio of total cash flow to outstanding indebtedness (as defined). Interest rates float with prime and the London Interbank Offered Rates ("LIBOR"), plus an
applicable margin ranging from 1.625% to 3.625% over the stated rates. As of December 31, 2000, the average interest rates on the term loans and revolving credit facility were 9.87% and 9.35%,
respectively, and permitted borrowings under the undrawn revolving line were $31.1 million. AGI also pays a commitment fee of 0.5% per annum on the unused amount of the revolving credit line.
The term loans have quarterly scheduled payments of $2.65 million in 2001. The revolving credit facility matures on December 31, 2004, and the Term A and Term B loans mature on
December 31, 2004 and June 30, 2006, respectively. The funds available under the AGI Revolving Credit line may be utilized for borrowings or letters of credit; however, a maximum of
$5.0 million may be allocated to such letters of credit. As of December 31, 2000, the Company had letters of credit in the amount of $164,231 outstanding. Borrowings under the AGI
Revolving Credit and Term Loan Facility were initially used to redeem the $120.0 million, 11.5%, AGI Senior Subordinated Notes issued in 1993 at 104.313% of par, retire the AGI Senior Credit
Facility established April 2, 1997 and to fund the acquisition the Company's corporate facilities in Ventura, California. The AGI Revolving Credit and Term Loan Facility is secured by a
security interest in virtually all the assets of AGI and its subsidiaries and a pledge of the stock of AGI and its subsidiaries.

38

---

Effective November 1, 1998, AGI entered into an interest rate floor and cap transaction agreement ("AGI Interest Rate Collar") at no cost. The notional amount of the AGI
Interest Rate Collar is $75.0 million with a cap rate of 6.0% and a floor rate of 5.585% over the three-month LIBOR index. The floating rate is adjusted quarterly and was 6.759% at
December 31, 2000. This facility has a maturity date of November 1, 2001. The AGI Interest Rate Collar protects the Company against a rise in the LIBOR base rate over 6% on
$75.0 million of the AGI Revolving Credit and Term Loan Facility.

The
AGI Revolving Credit and Term Loan Facility allows for, among other things, the distribution of payments by AGI to AGHI to service the semi-annual interest due on the
AGHI Senior Notes and the annual amounts due under the Camping World Management Incentive Agreements. Such distributions are subject to AGI's compliance with certain restrictive covenants, including,
but not limited to, an interest coverage ratio, fixed charge coverage ratio, minimum operating cash flow, and limitations on capital expenditures and total indebtedness. Effective December 31,
2000, the Company amended the AGI Revolving Credit and Term Loan Facility to ensure compliance with certain of its restrictive covenants, principally minimum operating cash flow, as defined, and the
total leverage covenant. In addition, among other things, the Amendment provided for an interest rate increase on the revolving
credit facility and term loans equal to 0.5% per annum and prohibits the distribution by its wholly-owned subsidiary, AGI, of any excess cash flow, as defined, until total leverage is less than 4.75
to 1. The Company generated $8.9 million of excess cash flow in 2000. Under the terms of the Amendment, the Company will prepay in the first quarter of 2001, on a pro-rata basis, in
inverse order of maturity, the term loans equal to 100% of the excess cash flow.

The
AGHI indenture pursuant to which the AGHI Senior Notes were issued contains certain restrictive covenants relating to, but not limited to, mergers, changes in the nature of the
business, acquisitions, additional indebtedness, sale of assets, investments, and the payment of dividends subject to certain limitations and minimum operating covenants. The Company was in compliance
with all debt covenants at December 31, 2000.

The
aggregate future maturities of long-term debt at December 31, 2000 are as follows (in thousands):

2001

$
11,2052002


23,9522003


15,8922004


52,1282005


25,000Thereafter


157,309Total

$
285,486


6. INCOME TAXES

The components of the Company's income tax expense from continuing operations for the year ended December 31, consisted of (in thousands):

2000

1999

1998Current:Federal

$
7,259

$
7,075

$
6,233State


1,016


938


675Deferred


(3,575
)

(2,372
)

(2,486
)Income tax expense

$
4,700

$
5,641

$
4,422


39

---

A
reconciliation of income tax expense from continuing operations to the federal statutory rate for the year ended December 31, is as follows (in thousands):

2000

1999

1998Income taxes computed at federal statutory rate

$
2,800

$
3,620

$
2,353State income taxesnet of federal benefit


240


310


202Permanent differenceAmortization of goodwill


1,660


1,529


1,529Other





182


338Income tax expense

$
4,700

$
5,641

$
4,422


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 asset at December 31 are (in thousands):

2000

1999Deferred tax liabilities:Accelerated depreciation

$
(1,418
)
$
(1,297
)Prepaid expenses


(3,020
)

(2,994
)Directory revenue


(111
)

(35
)Intangible assets


(1,140
)

(1,198
)Basis difference on building and land acquired


(7,717
)

(7,612
)Other


(47
)

(571
)(13,453
)

(13,707
)Deferred tax assets:Intangible assets


1,198


1,034Deferred revenues


13,500


12,095Accrual for employee benefits and severance


1,915


1,482Accrual for deferred phantom stock compensation


1,156


1,769Charitable contribution carryforward


1,418


Tax credits


123


1,832Claims reserves


1,636


1,209Accounts receivable reserve


662


251Building lease abandonment reserve


12


152Sales returns


176


45Reserve for resort cards


1,978


1,878Unicap adjustment


316


329Deferred compensation


2,471


1,210Other reserves


110


6426,671


23,350Valuation allowance


(5,163
)

(5,163
)Net deferred tax asset

$
8,055

$
4,480


The
Company and its subsidiaries are parties to a tax-sharing agreement with the Company's parent; however, taxes are determined on a separate company
basis. As part of this tax-sharing agreement, AGHC is compensated for its usable share of separate company federal tax losses. As such, accrued income taxes on the balance sheet are due to
AGHC. At December 31, 2000, the Company has alternative minimum tax credit (AMT) carryforwards remaining of approximately $123,000 and general charitable contribution carryforwards attributable
to a subsidiary of approximately $1.4 million.

40

---

7. COMMITMENTS AND CONTINGENCIES

LeasesThe Company holds certain property and equipment under rental agreements and operating leases which have varying
expiration dates. Future minimum annual fixed rentals under operating leases having an original term of more than one year as of December 31, 2000 are as follows (in thousands):

2001

$
7,3032002


6,7832003


6,4562004


6,3672005


5,908Thereafter


23,962Total

$
56,779


During
2000, 1999 and 1998, respectively, approximately $6,840,000, $6,819,000, and $7,737,000 of rent expense was charged to costs and expenses. During 2000, the Company sold to and
leased back two properties from partnerships considered to be related parties for a total sales price of $6.8 million.

LitigationFrom time to time, the Company is involved in litigation arising in the normal course of business operations.

In
January 1998, certain of the Company's subsidiaries were sued in California state court in connection with the termination by Camp Coast to Coast, Inc. of the
participation by the plaintiffs in the Camp
Coast to Coast reciprocal use program for RV resorts. In October 2000, the trial court entered judgment in favor of the Company's subsidiaries and subsequently awarded them a total of
$3.88 million for their legal fees and costs. The plaintiffs have appealed the judgment in favor of the Company's subsidiaries as well as the award of attorney fees. Both appeals are currently
pending.

8. RELATED-PARTY TRANSACTIONS

On November 13, 1998, AGI purchased AGI Real Estate Holding, Inc. ("AGIRE"), whose principal asset is the corporate facility in Ventura,
California, for $9,247,000 in cash plus assumption of debt in the amount of $2,413,000 which approximated the fair market value. The previous owners of AGIRE are minority shareholders of AGHC and are
also related to the Company's Chairman.

Certain
directors of the Company are partners in partnerships that lease facilities to the Company under long-term leases. For year ended December 31, 2000,
payments under these leases were approximately $2.6 million. Future commitments under these leases total approximately $34.5 million. The leases expire at various dates from
October 2001 through December 2015, subject to the right of the Company to exercise renewal options.

The
Company has two notes receivable from affiliates (See Note 14).

As
of December 31, 2000, the Chairman had a 95.7% shareholder interest in the parent company of National Alliance Insurance Company ("NAIC"). NAIC is a regulated property and
casualty insurance company domiciled in the state of Missouri with active licenses in 39 other states. Its principal book of business is derived by marketing insurance products to the Camping World
President's Club members. Under the terms of an exclusive marketing agreement entered into December 31, 1998, the Company earns a marketing fee based upon annual premiums received by NAIC from
the sale of its insurance products to Camping World's President's Club members. The agreement runs through December 31, 2018 or may be terminated sooner by either party after June 30,
2007 with a minimum of 18 months notice. In 2000 and 1999 marketing fees earned by the Company

41

---

totaled $2.5 million and $2.6 million, respectively. Further, an additional director of AGHI also serves as director of NAIC and its parent.

9. STATEMENTS OF CASH FLOWS

Supplemental disclosures of cash flow information for December 31 (in thousands):

2000

1999

1998Cash paid during the year for:Interest

$
30,295

$
29,485

$
34,794Income taxes


3,679


4,011


5,128


The
Company entered into the following non-cash investing transactions:



10. BENEFIT PLAN

The Company has a 401(k) deferred savings and profit sharing plan. Employees must have attained age 21 and completed 1 year of service with a minimum of
1,000 hours to participate in the plan. Employees may contribute up to 15% of their salaries, and the Company matches these employee contributions at the rate of 75%, up to 6% of the employee's
salary. Vesting of the Company's contribution occurs ratably over 5 years at which time the participants are 100% vested. Contributions are limited to the maximum amount deductible for federal
income tax purposes during the year. The Company's contributions to the plan totaled approximately $1,380,000, $1,273,000, and $1,204,000 for 2000, 1999, and 1998, respectively.

11. DEFERRED PHANTOM STOCK COMPENSATION

The Company has deferred compensation agreements with certain officers. The agreements provide for payment to the officers upon their termination, death,
disability, or sale of the Company. Deferred compensation is included in other long-term liabilities as if fully vested. Deferred compensation to be paid in 2001 has been classified in
current liabilities. This deferred compensation is subject to vesting under the terms of the individual agreements. Vesting periods range from 20% per year over a five-year period to
immediate vesting upon entering an agreement.

12. SEGMENT INFORMATION

The Company's three principal lines of business are Membership Services, Publications, and Retail. The Membership Services segment operates the Good Sam Club,
Coast to Coast Club, and Camping World's President's Club for RV owners, campers and outdoor vacationers, and the Golf Card Club for golf enthusiasts. These membership clubs form a receptive
audience to which the Company markets its

42

---

products and services. The Publications segment publishes a variety of publications for selected markets in the recreation and leisure industry, including general circulation periodicals, club
magazines, directories and RV industry trade magazines. The Retail segment sells specialty retail merchandise and services for RV owners primarily through retail supercenters and mail order catalogs.
The Company evaluates performance based on profit or loss from operations before income taxes.

The
reportable segments are strategic business units that offer different products and services. They are managed separately because each business requires different technology,
management expertise and marketing strategies. Most of the businesses were acquired as a unit, and the management at the time of acquisition was retained.

The
Company does not allocate income taxes or unusual items to segments. Financial information by reportable business segment is summarized as follows (in thousands):

|                             |                                  | Membership
Services |   | Publications |  | Retail |        | Consolidated
|---------------------------- | -------------------------------- | ------------------- | - | ------------ |  | ------ | ------ | ------------
|YEAR ENDED DECEMBER 31, 2000 |                                  |                     |   |              |  |        |        |             
|                             | Revenues from external customers |                     | $ | 121,393      |  | $      | 68,519 |             
|                             | Interest income                  |                     |   | 3,612        |  |        | 2      |             
|                             | Interest expense                 |                     |   |             |  |        | 2,532  |             
|                             | Depreciation and amortization    |                     |   | 5,007        |  |        | 1,284  |             
|                             | Segment profit (loss)            |                     |   | 31,443       |  |        | 15,699 |             
|                             | Segment assets                   |                     |   | 122,483      |  |        | 72,770 |             
|                             | Expenditures for segment assets  |                     |   | 2,669        |  |        | 117    |             

|                             |                                  | Membership
Services |   | Publications |  | Retail |        | Consolidated
|---------------------------- | -------------------------------- | ------------------- | - | ------------ |  | ------ | ------ | ------------
|YEAR ENDED DECEMBER 31, 1999 |                                  |                     |   |              |  |        |        |             
|                             | Revenues from external customers |                     | $ | 120,410      |  | $      | 61,554 |             
|                             | Interest income                  |                     |   | 3            |  |        | 7      |             
|                             | Interest expense                 |                     |   |             |  |        | 2,790  |             
|                             | Depreciation and amortization    |                     |   | 4,585        |  |        | 1,190  |             
|                             | Segment profit (loss)            |                     |   | 31,436       |  |        | 12,931 |             
|                             | Segment assets                   |                     |   | 80,137       |  |        | 72,819 |             
|                             | Expenditures for segment assets  |                     |   | 1,784        |  |        | 331    |             

|                             |                                  | Membership
Services |   | Publications |  | Retail |        | Consolidated
|---------------------------- | -------------------------------- | ------------------- | - | ------------ |  | ------ | ------ | ------------
|YEAR ENDED DECEMBER 31, 1998 |                                  |                     |   |              |  |        |        |             
|                             | Revenues from external customers |                     | $ | 116,325      |  | $      | 60,354 |             
|                             | Interest income                  |                     |   |             |  |        | 25     |             
|                             | Interest expense                 |                     |   |             |  |        | 2,932  |             
|                             | Depreciation and amortization    |                     |   | 4,085        |  |        | 1,233  |             
|                             | Segment profit (loss)            |                     |   | 35,768       |  |        | 10,125 |             
|                             | Segment assets                   |                     |   | 83,049       |  |        | 74,066 |             
|                             | Expenditures for segment assets  |                     |   | 1,927        |  |        | 417    |             

43

---

The following is a summary of the reconciliations of reportable segments to the Company's consolidated financial statements for the years ended
December 31, 2000, 1999 and 1998 (in thousands):

|                                                                                                                     |                                                                                                                      | 2000 |         | 1999    |   | 1998    |        
|-------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------- | ---- | ------- | ------- | - | ------- | -------
|Interest Income                                                                                                      |                                                                                                                      |      |         |         |   |         |        
|Total interest income for reportable segments                                                                        |                                                                                                                      | $    | 3,631   |         | $ | 49      |        
|Elimination of intersegment interest income                                                                          |                                                                                                                      |      | (3,596  | )       |   |        |        
|Other non-allocated interest income                                                                                  |                                                                                                                      |      | 2,555   |         |   | 835     |        
|                                                                                                                     |                                                                                                                      |      |         |         |   |         |        
|                                                                                                                     | Total interest income                                                                                                |      | $       | 2,590   |   | $       | 884    
|                                                                                                                     |                                                                                                                      |      |         |         |   |         |        
|Interest Expense                                                                                                     |                                                                                                                      |      |         |         |   |         |        
|Total interest expense for reportable segments                                                                       |                                                                                                                      | $    | 15,980  |         | $ | 15,595  |        
|Elimination of intersegment interest expense                                                                         |                                                                                                                      |      | (15,964 | )       |   | (15,589 | )      
|Other non-allocated interest expense                                                                                 |                                                                                                                      |      | 33,905  |         |   | 29,421  |        
|                                                                                                                     |                                                                                                                      |      |         |         |   |         |        
|                                                                                                                     | Total interest expense                                                                                               |      | $       | 33,921  |   | $       | 29,427 
|                                                                                                                     |                                                                                                                      |      |         |         |   |         |        
|Depreciation and Amortization                                                                                        |                                                                                                                      |      |         |         |   |         |        
|Total depreciation and amortization for reportable segments                                                          |                                                                                                                      | $    | 13,070  |         | $ | 12,400  |        
|Unallocated depreciation and amortization expense                                                                    |                                                                                                                      |      | 3,815   |         |   | 3,816   |        
|                                                                                                                     |                                                                                                                      |      |         |         |   |         |        
|                                                                                                                     | Total consolidated depreciation and amortization                                                                     |      | $       | 16,885  |   | $       | 16,216 
|                                                                                                                     |                                                                                                                      |      |         |         |   |         |        
|Income From Continuing Operations Before Income Taxes, Extraordinary Item and Cumulative Effect of Accounting Change |                                                                                                                      |      |         |         |   |         |        
|Total profit for reportable segments                                                                                 |                                                                                                                      | $    | 42,170  |         | $ | 43,420  |        
|Unallocated depreciation and amortization expense                                                                    |                                                                                                                      |      | (3,815  | )       |   | (3,816  | )      
|Unallocated G & A expense                                                                                            |                                                                                                                      |      | (18,562 | )       |   | (16,263 | )      
|Unallocated interest expense, net                                                                                    |                                                                                                                      |      | (31,350 | )       |   | (28,586 | )      
|Elimination of intersegment interest expense, net                                                                    |                                                                                                                      |      | 19,560  |         |   | 15,589  |        
|                                                                                                                     |                                                                                                                      |      |         |         |   |         |        
|                                                                                                                     | Income From Continuing Operations Before Income Taxes, Extraordinary Item and Cumulative Effect of Accounting Change |      | $       | 8,003   |   | $       | 10,344 
|                                                                                                                     |                                                                                                                      |      |         |         |   |         |        
|Assets                                                                                                               |                                                                                                                      |      |         |         |   |         |        
|Total assets for reportable segments                                                                                 |                                                                                                                      | $    | 342,106 |         | $ | 307,002 |        
|Capitalized finance costs not allocated to segments                                                                  |                                                                                                                      |      | 6,889   |         |   | 8,067   |        
|Corporate unallocated assets                                                                                         |                                                                                                                      |      | 54,298  |         |   | 51,872  |        
|Elimination of intersegment receivable                                                                               |                                                                                                                      |      | (42,070 | )       |   |        |        
|Net long-term assets of discontinued operations                                                                      |                                                                                                                      |      |        |         |   |        |        
|                                                                                                                     |                                                                                                                      |      |         |         |   |         |        
|                                                                                                                     | Consolidated total                                                                                                   |      | $       | 361,223 |   | $       | 366,941
|                                                                                                                     |                                                                                                                      |      |         |         |   |         |        
|Capital Expenditures                                                                                                 |                                                                                                                      |      |         |         |   |         |        
|Total expenditures for assets for reportable segments                                                                |                                                                                                                      | $    | 8,117   |         | $ | 10,966  |        
|Other asset expenditures                                                                                             |                                                                                                                      |      | 1,280   |         |   | 1,001   |        
|                                                                                                                     |                                                                                                                      |      |         |         |   |         |        
|                                                                                                                     | Total capital expenditures                                                                                           |      | $       | 9,397   |   | $       | 11,967 
|                                                                                                                     |                                                                                                                      |      |         |         |   |         |        

Major customersIncluded in revenues in 2000, 1999 and 1998 are $16.7 million, $18.2 million, and
$14.0 million, respectively, received under contracts from one customer of the Company. These revenues have been reported in the Membership Services segment.

44

---

13. SELECTED UNAUDITED QUARTERLY INFORMATION

The following is a summary of selected quarterly information for the years ended December 31, 2000 and 1999 (in thousands):

|                                         |  | March 31,
2000 |        | June 30,
2000 |   | September 30,
2000 |  | December 31,
2000
|---------------------------------------- |  | -------------- | ------ | ------------- | - | ------------------ |  | -----------------
|Total revenue                            |  | $              | 91,960 |               | $ | 109,771            |  | $                
|Gross profit                             |  |                | 31,213 |               |   | 37,111             |  |                  
|Income (loss) from continuing operations |  |                | (300   | )             |   | 1,925              |  |                  
|Net income (loss)                        |  |                | (300   | )             |   | 1,925              |  |                  

|                                         |  | March 31,
1999 |        | June 30,
1999 |   | September 30,
1999 |  | December 31,
1999
|---------------------------------------- |  | -------------- | ------ | ------------- | - | ------------------ |  | -----------------
|Total revenue                            |  | $              | 85,572 |               | $ | 103,681            |  | $                
|Gross profit                             |  |                | 28,866 |               |   | 36,852             |  |                  
|Income (loss) from continuing operations |  |                | (408   | )             |   | 2,030              |  |                  
|Net income (loss)                        |  |                | (486   | )             |   | 2,711              |  |                  

14. DISCONTINUED OPERATIONS

During the fourth quarter of 1998, the Company's Board of Directors adopted a plan to sell the stock of Affinity Bank ("AB"), subject to regulatory approval,
to an affiliate of the Company at its net book value, which in the opinion of management approximates market value. As a result, the operations of AB are classified as a discontinued operation in the
accompanying financial statements. The Company received regulatory approval to sell AB and subsequently closed the transaction on September 30, 1999. In consideration for the stock of AB,
Affinity Group Thrift Holding Corporation ("AGTHC") received 17,100 shares of Series A Preferred stock of the purchaser, ABH, valued at $18,631,000. In the fourth quarter of 1999, AGTHC agreed
to convert and exchange the preferred stock for a Capital Note. The Capital Note principal balance was equal to the preference amount of the preferred stock as of the conversion date and accrues
interest at the rate of 11% per annum until maturity on October 1, 2014. On October 31, 2000, AGTHC sold, at face value, a $1.5 million participation in the Capital Note to an
affiliate of Stephen Adams, the Company's Chairman. In addition, AGTHC, although required to be
consolidated with the Company, is recognized as an "unrestricted" or non-guarantying subsidiary under the terms of the AGHI Senior Notes.

On
December 31, 1998, the Company sold Affinity Insurance Group, Inc. ("AINS") to Adams Insurance Holding LLC, a Minnesota limited liability company wholly-owned by
Stephen Adams, the Company's Chairman, in exchange for a promissory note in the amount of $3.1 million, which approximated the fair market value. This note accrues interest at a per annum rate
equal to the interest rate on the senior secured borrowings of AGI.

The
results of operations of AINS and AB have been classified as discontinued operations in the accompanying financial statements.

45

---

Information relating to the operations of AINS and AB for the year ended December 31, 1998 is as follows (in thousands):

1998Revenues

$
11,989Costs applicable to revenues


13,903Gross profit (loss)


(1,914
)Operating expenses


222Loss from operations


(2,136
)Income tax benefit


201Loss on disposal, net of taxes


(54
)Loss from discontinued operations

$
(1,989
)


46

---



AFFINITY GROUP HOLDING, INC. AND SUBSIDIARIES

SCHEDULE II- VALUATION AND QUALIFYING ACCOUNTS

(In Thousands)

|                              |                                            | Balance at
Beginning
of Period |   | Additions
Charged to
Costs and
Expenses |  | Deductions |       | Balance at End of Period
|----------------------------- | ------------------------------------------ | ------------------------------ | - | --------------------------------------- |  | ---------- | ----- | ------------------------
|Description:                  |                                            |                                |   |                                         |  |            |       |                         
|Year ended December 31, 2000: |                                            |                                |   |                                         |  |            |       |                         
|                              | Allowance for doubtful accounts receivable |                                | $ | 947                                     |  | $          | 1,563 |                         
|Year ended December 31, 1999: |                                            |                                |   |                                         |  |            |       |                         
|                              | Allowance for doubtful accounts receivable |                                | $ | 1,071                                   |  | $          | 653   |                         
|Year ended December 31, 1998: |                                            |                                |   |                                         |  |            |       |                         
|                              | Allowance for doubtful accounts receivable |                                | $ | 731                                     |  | $          | 1,053 |                         

---

ITEM 9: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

47

---



PART III

ITEM 10: DIRECTORS AND EXECUTIVE OFFICERS FOR THE REGISTRANT

The executive officers and directors of the Company are as follows:

|Name               |  | Age |  | Position                                                                                                              
|------------------ |  | --- |  | ----------------------------------------------------------------------------------------------------------------------
|Stephen Adams      |  | 63  |  | Chairman of the Board of the Company and AGI                                                                          
|Joe McAdams        |  | 57  |  | President, Chief Executive Officer of the Company and AGI, and Director                                               
|Wayne Boysen       |  | 70  |  | Director                                                                                                              
|David Frith-Smith  |  | 55  |  | Director                                                                                                              
|Michael Schneider  |  | 46  |  | Chief Operating Officer of AGI                                                                                        
|Mark J. Boggess    |  | 45  |  | Vice President and Chief Financial Officer of the Company and Senior Vice President and Chief Financial Officer of AGI
|David Block        |  | 52  |  | Senior Vice President of AGI                                                                                          
|Michael Blumer     |  | 55  |  | Senior Vice President of AGI                                                                                          
|Murray S. Coker    |  | 60  |  | Senior Vice President of AGI                                                                                          
|Thomas A. Donnelly |  | 44  |  | President of Camping World, Inc. and Director                                                                         
|John Ehlert        |  | 55  |  | Director                                                                                                              
|David B. Garvin    |  | 57  |  | Director                                                                                                              
|George Parker      |  | 61  |  | Director                                                                                                              

Stephen
Adams has been Chairman of the Company since December 1988. Since the 1970's, Mr. Adams has served as Chairman of privately-owned banking, bottling, publishing,
outdoor advertising, television and radio companies in which he holds a controlling ownership interest. Mr. Adams is also Chairman and the controlling shareholder of Adams Outdoor
Advertising, Inc., the managing general partner of Adams Outdoor Advertising Limited Partnership. Further, Mr. Adams also holds a 95.7% ownership interest in National Alliance Insurance
Company and a 95% interest in Affinity Bank Holdings, Inc.

Joe
McAdams has been President and Chief Executive Officer of the Company since July 1991. Prior thereto and since December of 1988, Mr. McAdams was President of Adams
Publishing Corporation, a newspaper and magazine publishing company controlled by Mr. Adams. From October 1987 through November 1988, Mr. McAdams was President and
Publisher of Southern California Publishing Co. Prior to October 1987 and since 1961, Mr. McAdams has held various management positions with publishing and direct marketing companies,
including Senior Vice President and Chief Operating Officer of ADVO Systems, Inc. from August 1981 to April 1983.

Wayne
Boysen was Senior Vice President of the Company since June 1991 until his retirement on January 1, 1996 and has supervised the staff of the risk management
divisions of businesses owned by Stephen Adams, including the Company, since July 1988. In addition, since their acquisition by the Company in 1995, Mr. Boysen has served as Chairman of
AB and Chairman of AINS until it was sold in December 1998. From 1966 through July 1988, Mr. Boysen owned or managed insurance agencies and provided consulting services to
property and casualty insurance agencies. Mr. Boysen has been a director of the Company since 1993.

48

---

David Frith-Smith has served as managing partner of Biller, Frith-Smith & Archibald, Certified Public Accountants since 1988. Mr. Frith-Smith was a principal with Maidy
Biller Frith-Smith & Brenner,
Certified Public Accountants from 1984 to 1988, and with Maidy and Lederman, Certified Public Accountants from 1980 to 1984. Mr. Frith-Smith has been a director of the Company since
November 1996. Mr. Frith-Smith is also a director of Adams Outdoor Advertising Inc., the managing general partner of Adams Outdoor Advertising Limited Partnership which is
controlled by Stephen Adams, and various private and non-profit corporations.

Michael
Schneider has been Chief Operating Officer of AGI since 1996. Prior thereto, Mr. Schneider served as Senior Vice President and General Counsel of the Company since
January 1993 and was responsible for administrative areas, development of new corporate ventures and portions of the RV publication business and the advertising and sales departments. Prior to
January 1993 and since 1977, Mr. Schneider has held a variety of senior management positions in the AGI's publication business.

Mark
J. Boggess has been Vice President and Chief Financial Officer of the Company since June 1993. From June 1992 through May 1993, Mr. Boggess was Vice
President and Chief Financial Officer of Hypro Corporation, a privately owned manufacturer of fluid transfer pumps. From June 1989 through June 1992, Mr. Boggess was Treasurer of
Adams Communications Corporation, a holding company controlled by Stephen Adams which owned television and radio station operations throughout the United States.

David
Block has been Senior Vice President of AGI since January 1993. Prior thereto and since 1988, Mr. Block held various senior management positions with the Company
or its predecessor in the areas of management information systems and administration.

Michael
Blumer has been Senior Vice President of AGI since January 1998. Prior to 1998 and since 1996, Mr. Blumer served as CIO at Primedia, Inc. and prior to
that post he served as Senior Vice President of Information Technology at The Hamilton Group from 1992 to 1996. Prior to 1992, he also occupied a number of information technology management positions
at The Franklin Mint, American Express and the Federal Reserve Bank of New York.

Murray
S. Coker is currently Senior Vice President-Marketing of AGI and oversees the marketing of all products, services and clubs for AGI. He joined Camping World in 1978 and has
served in various management positions including Vice President-Mail Order, Vice President-Direct Marketing and Senior Vice President-Marketing. Prior to joining Camping World,
Mr. Coker was a consultant specializing in retail systems for Management Design Associates and Deloitte & Touche. He was the Data Systems Product Line Manager for Pitney Bowes' Monarch
Marketing Systems Division and a Systems Engineer for IBM Corporation.

Thomas
A. Donnelly has served as President of Camping World since 1986 and served as its Chief Executive Officer from 1988 until its acquisition by AGI. Mr. Donnelly joined
Camping World in 1971 and served in various management positions until 1984, at which time he was promoted to Senior Vice President, Operations. Mr. Donnelly is also a director of Area Bank in
Bowling Green, Kentucky. Mr. Donnelly and Mr. Garvin are first cousins.

John
Ehlert is the founder of Ehlert and has served as its President and Chief Executive Officer since 1976 until its acquisition by AGI. Mr. Ehlert serves on the board of
directors of various trade, private and charitable organizations.

David
B. Garvin founded Camping World in 1966 and served as President of Camping World from 1966 to 1986 and as its Chairman of the Board of Directors since 1986. Mr. Garvin is
also a director of Firstar Corporation. Mr. Garvin and Mr. Donnelly are first cousins.

49

---

George Parker is the Senior Associate Dean for Academic Affairs and Director of the MBA Program at the Graduate School of Business at Stanford University. Prior to 1973,
Mr. Parker was an Assistant/ Associate Professor of Finance at the Graduate School of Business at Columbia University. He currently serves on the Board of Directors for various companies
including Continental Airlines, Inc., Tejon Ranch Co., Dresdner/ RCM Mutual Funds, and Barclays Global Investors Funds Inc. He also provides consulting services to various corporations
and banks on financial management and corporate strategy, and has had numerous financial management works published.

Directors
are elected for terms of one year or until their successors have been duly elected.

ITEM 11: EXECUTIVE COMPENSATION

Executive Compensation

The following table provides certain summary information concerning the compensation paid by the Company to the Company's Chief Executive Officer and each of
the four other highest compensated
executive officers (determined as of the Company's year ended December 31, 2000) and for the previous two years.

SUMMARY COMPENSATION TABLE

|                                                 |  |                |  | Annual Compensation      |  |                                |  |                               
|------------------------------------------------ |  | -------------- |  | ------------------------ |  | ------------------------------ |  | ------------------------------
|
|
|Stephen Adams
  Chairman of the Board            |  | 2000
1999
1998 |  | $699,996
726,914
699,992 |  | $1,578,540
1,781,040
1,473,090 |  |                               
|Joe McAdams, President
  Chief Executive Officer |  | 2000
1999
1998 |  | 100,000
103,846
99,999   |  | 526,180
593,680
491,030        |  | $  447,856(4)
1,319,608(4)    
|Thomas A. Donnelly
  President of Camping World  |  | 2000
1999
1998 |  | 225,000
233,654
214,904  |  | 263,090
296,840
245,515        |  |                               
|Michael Schneider
  Chief Operating Officer      |  | 2000
1999
1998 |  | 210,000
218,077
210,000  |  | 263,090
296,840
245,515        |  | 405,667(4)
56,333(4)
56,333(4)
|Murray S. Coker
Senior Vice President of AGI     |  | 2000
1999
1998 |  | 195,885
197,038
180,256  |  | 173,639
184,447
156,838        |  |                               

---

50

---

The
Company does not have any outstanding stock options or restricted stock grants. The Company has phantom stock agreements and a non-qualified deferred compensation plan
for certain of its officers. See "Agreements with Executive Officers".

Agreements with Executive Officers

Mr. Adams and the Company are parties to an amended employment agreement providing for his employment as the Chairman of the Company through
September 1, 2001. The base salary for Mr. Adams is $700,000 and his incentive compensation is 3% of operating profits (as defined in the agreement).

In
January 1999, AGHC introduced a Key Employee Security Option Plan ("KEYSOP") for key employees of AGHI and its subsidiaries. This non-qualified deferred
compensation plan allows key employees the option to contribute specific compensation, including bonuses, incentive compensation, and phantom stock payments to the KEYSOP. Contributions to the KEYSOP
from AGHI employees totaled $3.4 million and $3.1 million in 2000 and 1999, respectively.

In
January 1992, the Company introduced a phantom stock incentive program for key employees. Since that time, certain employees have been granted awards at various interest
levels and over varying vesting periods. The value of the phantom stock interest is based on the increase in the value of the Company over the base value at the award date. In accordance with the
formula set forth in the agreements, which formula approximates a multiple of operating profits and is intended to approximate the fair market value of the Company, earned incentives are paid in three
annual installments following the earlier of (a) termination of employment, (b) sale of the Company, or (c) five years after the initial grant of the phantom stock interest. The
phantom stock agreements also set forth the terms of employment for the executive.

The
following table sets forth the current awards outstanding under the Company's phantom stock incentive program as of December 31, 2000. As of December 31, 2000, the
aggregate accrued liability under this program was approximately $2.7 million, of which $0.4 million has been reflected as current in the financial statements.

Officer/Director

Full
Interest

Vested
AmountJoe McAdams

2.50
%
2.50
%Mike Schneider

1.80
%
1.80
%Thomas A. Donnelly

1.80
%
1.37
%Mark Boggess

1.30
%
1.30
%David Block(1)

0.10
%
0.10
%Murray S. Coker

1.00
%
0.76
%All Other Employees

0.30
%
0.16
%


---

The
executive's base salary and annual bonus are determined from time to time by the Board of Directors. In the event the executive's employment is terminated without cause, the
phantom stock agreements provide for severance benefits of up to one year's base salary plus the accrued bonus for the year in which such termination occurs.

51

---



Compensation Committee Interlock and Insider Participation

The Company's Board of Directors determines the compensation of the executive officers. The executive officers of the Company that serve on the Board of
Directors are Stephen Adams, Joe McAdams and Thomas A. Donnelly. In addition, until his retirement on January 1, 1996, Wayne Boysen was an executive officer of the Company.

Stephen
Adams, the Chairman and a director of the Company, has an amended employment agreement with AGI through September 1, 2001 under which Mr. Adams receives a base
salary of $700,000 plus incentive compensation of 3% of operating profits (as defined).

Joe
McAdams, the President and Chief Executive Officer and a director of the Company, has phantom stock agreements with AGI pursuant to which Mr. McAdams received a $447,856
payment in 2000 and holds an additional 2.5% phantom stock interest which is fully vested.

Pursuant
to the management incentive agreement which the Company entered into with Mr. Donnelly and Mr. Coker at the time of the acquisition of Camping World in 1997,
the Company agreed, subject to Camping World achieving certain operating goals, to pay up to $6.6 million and $1.2 million to Mr. Donnelly and Mr. Coker, respectively, over
the subsequent five years. Mr. Donnelly and Mr. Coker received $1,320,000 and $240,000, respectively, of this amount through 2000.

Messrs. Garvin,
McAdams, Donnelly, Boggess, Coker and Blumer are partners in various partnerships that lease nine facilities under long-term leases to Camping
World. For the years ended December 31, 2000 and 1999, payments under these leases were approximately $2.59 million and $2.54 million, respectively. The leases expire during the
period December 2005 and December 2015, subject to the right of Camping World to exercise renewal options. The Company believes that such leases contain lease terms as favorable as lease
terms that would be obtained from independent third parties.

John
Ehlert, a director of the Company, is a partner in a partnership that leases to Ehlert its research facility under a long-term lease. For the year ended
December 31, 2000 and 1999, the rental payments for such facility were $46,610 and $46,788, respectively. The lease expires in October 2001, subject to the
right of Ehlert to exercise renewal options. The Company believes that such lease contains lease terms as favorable as lease terms that would be obtained from independent third parties.

Bonus Plan

The Company annually adopts bonus programs for employees, including executive officers other than Mr. Adams. Bonus payments are made based on
achievement of specified operating results and/or objectives.

401 (k) Savings and Profit Plan

The Company sponsors a deferred savings and profit sharing plan (the "401(k) Plan") qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of
1986, as amended (the "Code"). All employees over age 21 who have completed one year of service (including 1,000 hours) are eligible to participate in the 401(k) Plan. Eligible employees may
contribute to the 401(k) Plan up to 15% of their salary subject to an annual maximum established under the Code and the Company matches these employee contributions at the rate of 75% up to the first
6% of the employee's salary. Employees may also make additional voluntary contributions. Effective January 1, 1999, the vesting schedule was revised from 7 years of employment to
5 years.

52

---

Other Benefit Plan

Company employees receive certain medical and dental benefits during their employment. A predecessor to the Company also provided eligible employees with
medical, dental and life insurance coverage after retirement. The estimated future costs associated with such coverage to retirees are reserved as a liability in the Company's consolidated financial
statements. Current employees are not provided medical and dental benefits upon retirement.

Director Compensation

The Company pays directors who are not employees (Messrs. Boysen, Ehlert, Frith-Smith, Garvin and Parker) director fees of $1,800 per month.

Report on Executive Compensation

The Company's Board of Directors determines the compensation of the executive officers. The base salary and bonus for Stephen Adams is established pursuant to
the employment agreement described under the caption entitled "Agreements with Executive Officers." The agreement was approved when Mr. Adams was the sole director of the Company because it was
determined to be in the best interests of the Company to assure continuity of management. For the other executive officers, base salaries are set at levels which are believed to be reasonably
competitive with the salary level of executives in comparable companies, including membership services companies and other highly leveraged companies with comparable operating income, except that the
base salary for Joe McAdams, the President and Chief Executive Officer, is lower than the comparable companies because the primary source of his compensation is through the bonus program. The
executive officers, including Mr. McAdams, receive bonuses based on their respective assigned percentage of operating income of the Company or the operations in which the executive is employed.
The percentage assigned to each executive officer depends upon the level of his responsibilities or, in the case of Mr. Adams, as prescribed in their respective employment agreement.

In
addition, the executive officers, other than Mr. Adams who owns over 95% of the stock of the parent corporation, have received phantom stock grants under the agreements
described above under the caption "Agreements with Executive Officers." The purpose of the phantom stock agreements is to provide the executive officers with an incentive to enhance the long term
value of the Company with payments of the amounts earned by the executive officers provided as deferred compensation over several years.

BOARD OF DIRECTORS

|Stephen Adams      |  | Joe McAdams |  | Wayne Boysen    |  | David Frith-Smith
|------------------ |  | ----------- |  | --------------- |  | -----------------
|Thomas A. Donnelly |  | John Ehlert |  | David B. Garvin |  | George Parker    

ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The Company is a wholly-owned subsidiary of AGI Holding Corporation ("AGHC"), a privately-owned corporation. The following table sets forth, as of
December 31, 2000, certain information with respect to the beneficial ownership of the Common Stock of AGHC by each shareholder who is known

53

---

to the Company to beneficially own more than 5% of the outstanding shares, each executive officer and the current sole director of AGHC, and all executive officers and directors of the Company.

|Name and Address of Beneficial Owner                         |  | Number of Shares
of Stock Owned(1) |     | Percent of
Common Stock |  
|------------------------------------------------------------ |  | ---------------------------------- | --- | ----------------------- | -
|Stephen Adams
2575 Vista Del Mar Drive
Ventura, CA 93001     |  | 1,404.7                            | (2) | 95.75                   | %
|Joe McAdams                                                  |  | 3.0                                |     | 0.20                    | %
|Mark Boggess                                                 |  | 0.2                                |     | 0.01                    | %
|All executive officers and directors as a group (13 persons) |  | 1,407.9                            |     | 95.96                   | %

---

ITEM 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fourth quarter of 1998, the Company's Board of Directors adopted a plan to sell the stock of Affinity Bank ("AB"), subject to regulatory approval,
to Affinity Bank Holdings LLC ("ABH"), an affiliate of the Company, at its net book value of $17,100,000, which in the opinion of management then approximated market value. The Company received
regulatory approval and subsequently closed the transaction effective September 30, 1999. In consideration for the stock of AB, the Company received 17,100 shares of Series A Preferred
stock of the purchaser, ABH, having a value of $18,631,000. In the fourth quarter of 1999, AGHTC agreed to convert and exchange the preferred
stock for a Capital Note. The Capital Note principal balance was equal to the preference amount of the preferred stock as of the conversion date and accrues interest at the rate of 11% per annum until
maturity on October 14, 2014. On October 31, 2000, AGTHC sold, at face value, a $1.5 million participation in the Capital Note to an affiliate of Mr. Adams.

As
of December 31, 2000, Mr. Adams has a 95.7% shareholder interest in the parent company of National Alliance Insurance Company ("NAIC"). NAIC is a regulated property
and casualty insurance company domiciled in the state of Missouri with active licenses in 39 other states. Its principal book of business is derived by marketing insurance to the Camping World
President's Club members. Under the terms of an exclusive marketing agreement entered into December 31, 1998, the Company earns a marketing fee based upon annual premiums received by NAIC from
the sale of its insurance products to Camping World's President's Club members. The agreement runs through December 31, 2018 or may be terminated sooner by either party after June 30,
2007 with a minimum of 18 months notice. In 2000, 1999 and 1998 marketing fees earned by the Company totaled $2.5 million, $2.6 million and $2.5 million, respectively.
Further, Mr. Wayne Boysen, a director of AGHI, also serves as director of NAIC and its parent.

For
a description of the employment, consulting, non-competition, management incentive and phantom stock agreements with the Company and persons serving as an executive
officer or director of the Company see "ManagementAgreements with Executive Officers" and "ManagementCompensation Committee Interlock and Insider Participation."

For
a description of leases which subsidiaries of the Company have with partnerships in which a director of the Company has a partnership interest, see
"ManagementCompensation Committee Interlock and Insider Participation."

54

---

PART IV

ITEM 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K







55

---





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Company has duly caused this Report to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of Denver, State of Colorado on March 15, 2001.

| |  | AFFINITY GROUP HOLDING, INC.
| |  | ----------------------------
| |  | By:                         

Pursuant
to the requirements of the Securities Act of 1934, this Report has been signed below by the following persons on behalf of the Company in the capacities and on the dates
indicated.

|/s/JOE B. MCADAMSJoe B. McAdams   |  | Chief Executive Officer and Director
(Principal Executive Officer)                             |  | March 15, 2001
|--------------------------------- |  | ---------------------------------------------------------------------------------------------- |  | --------------
|/s/MARK J. BOGGESSMark J. Boggess |  | Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |  | March 15, 2001
|*Stephen Adams                    |  | Director                                                                                       |  | March 15, 2001
|*David Frith-Smith                |  | Director                                                                                       |  | March 15, 2001
|*Wayne Boysen                     |  | Director                                                                                       |  | March 15, 2001
|*Thomas A. Donnelly               |  | Director                                                                                       |  | March 15, 2001
|*David B. Garvin                  |  | Director                                                                                       |  | March 15, 2001
|*John Elhert                      |  | Director                                                                                       |  | March 15, 2001
|                                  |  |                                                                                                |  |               

56

---

|*George Parker |  | Director |  | March 15, 2001
|-------------- |  | -------- |  | --------------

|*By |  | /s/MARK J. BOGGESS                 |  |  |  |               
|--- |  | ---------------------------------- |  |  |  | --------------
|    |  | (Mark J. Boggess Attorney-in-Fact) |  |  |  | March 15, 2001

Mark
J. Boggess, pursuant to Powers of Attorney executed by each of the officers and directors listed above whose name is marked by an "*" and filed as an exhibit hereto, by signing his name hereto
does
hereby sign and execute this Report of Affinity Group Holding, Inc. on behalf of each of such officers and directors in the capacities in which the names of each appear above.

57

---

AFFINITY GROUP HOLDING, INC.
EXHIBIT INDEX TO ANNUAL REPORT
ON FORM 10-K
For Fiscal Year Ended December 31, 2000

|Item                                                                                                                                                                                |  | Regulation S-K Exhibit Table Reference |  | Sequential
Page No.
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------- |  | -------------------
|Certificate of Incorporation of Affinity Group, Inc.(1)                                                                                                                             |  | 3.1                                    |  |                    
|Bylaws of Affinity Group, Inc.(1)                                                                                                                                                   |  | 3.2                                    |  |                    
|Indenture dated as of October 29, 1993 by and between the Company and United States Trust Company of New York.(2)                                                                   |  | 4.1                                    |  |                    
|First Supplemental Indenture dated as of May 17, 1994, by and between Company and United States Trust Company of New York.(6)                                                       |  | 4.2                                    |  |                    
|Second Supplemental Indenture dated as of October 11, 1994, by and between Company and United States Trust Company of New York.(6)                                                  |  | 4.3                                    |  |                    
|Third Supplemental Indenture dated as of December 21, 1995 by and between Company and United States Trust Company of New York.(9)                                                   |  | 4.3a                                   |  |                    
|Fourth Supplemental Indenture dated as of February 1, 1996 by and between Company and United States Trust Company of New York.(9)                                                   |  | 4.3b                                   |  |                    
|Form of 111/2% Senior Subordinated Notes due 2003.(2)                                                                                                                               |  | 4.4                                    |  |                    
|Credit Agreement dated October 11, 1994 among Affinity Group, Inc. and First Bank National Association, as Agent, and First National Association and GIRO Credit Bank, as Banks.(3) |  | 4.5                                    |  |                    
|First Amendment to Credit Agreement as of November 10, 1994, between Affinity Group, Inc. and First National Bank National Association, as Agent.(6)                                |  | 4.6                                    |  |                    
|Credit Agreement dated as of April 2, 1997 among Affinity Group, Inc., Fleet National Bank, as agent, and the banks named therein.(11)                                              |  | 4.7                                    |  |                    
|Change in Registrant's Accountants(14)                                                                                                                                              |  | 4.8                                    |  |                    
|Credit Agreement dated as of November 13, 1998 among Affinity Group, Inc., Fleet National Bank, as agent, and the banks named therein.(15)                                          |  | 4.9                                    |  |                    
|Second Amendment to Credit Agreement dated as of March 1, 2001 among Affinity Group, Inc., Fleet National Bank, as agent, and the banks named therein.                              |  | 4.10                                   |  | 62                 
|Tax Sharing Agreement among Affinity Group Holding, Inc., Affinity Group, Inc. and its subsidiaries.(2)                                                                             |  | 10.1                                   |  |                    
|Lease for office facilities in Camarillo, California.(2)                                                                                                                            |  | 10.2                                   |  |                    
|Lease for office facilities in Denver, Colorado.(2)                                                                                                                                 |  | 10.3                                   |  |                    
|Lease Agreement for office facilities in Ventura, California(7)                                                                                                                     |  | 10.3a                                  |  |                    
|Investment in unrestricted subsidiary, assignment and assumption agreement and fourth amendment to office facility lease in Denver, Colorado.(4)                                    |  | 10.4                                   |  |                    

58

---

|Employment Agreement dated August 1, 1993 between Stephen Adams and the Company, as amended.(2)                                                           |  | 10.5  |  | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | 
|Phantom Stock Agreement dated January 2, 1992 between Joe McAdams and the Company.(2)                                                                     |  | 10.6  |  | 
|Phantom Stock Agreement dated January 2, 1992 between David Block and the Company.(2)                                                                     |  | 10.7  |  | 
|Phantom Stock Agreement dated January 2, 1992 between Michael Schneider and the Company.(2)                                                               |  | 10.8  |  | 
|Phantom Stock Agreement dated January 2, 1992 between Roger Ryman and the Company.(2)                                                                     |  | 10.9  |  | 
|Phantom Stock Agreement dated January 2, 1992 between Mark J. Boggess and the Company.(2)                                                                 |  | 10.10 |  | 
|Phantom Stock Agreement dated January 2, 1992 between K. Dillon Schickli and the Company.(2)                                                              |  | 10.11 |  | 
|Employment Agreement dated as of January 1, 1991 between Keith Urry and Golf Card International Corp. as amended.(2)                                      |  | 10.12 |  | 
|Phantom Stock Agreement dated January 2, 1992 between Wayne Boysen and the Company, as amended.(2)                                                        |  | 10.13 |  | 
|Second Phantom Stock Agreement dated April 2, 1994 between Wayne Boysen and the Company.(4)                                                               |  | 10.14 |  | 
|Executive split-dollar life insurance agreements(4)                                                                                                       |  | 10.15 |  | 
|Indemnity Agreement dated October 29, 1994, by and between Affinity Group, Inc. and AGI Services, Inc.(6)                                                 |  | 10.16 |  | 
|Agreement with Cross Country Motor Club, Inc. as amended.(2)                                                                                              |  | 10.17 |  | 
|Working Agreement and Service Agreement with National General Insurance dated October 23, 1987, as amended(2)                                             |  | 10.18 |  | 
|Amendment to National General Insurance Contract Dated January 13, 1994.(1)                                                                               |  | 10.19 |  | 
|Amendment to Service Agreement dated March 22, 1994 by and between Affinity Group, Inc. and National General Insurance Company.(5)                        |  | 10.20 |  | 
|401 (k) Savings and Investment Plan.(2)                                                                                                                   |  | 10.21 |  | 
|Form of Indemnification Agreement for persons consenting to serve as directors upon completion of the offering and amendment thereto.(1)                  |  | 10.22 |  | 
|Purchase Agreement for Affinity Thrift and Loan.(8)                                                                                                       |  | 10.23 |  | 
|Phantom Stock Amendment dated October 10, 1995 between Joe McAdams and the Company.(9)                                                                    |  | 10.24 |  | 
|Phantom Stock Agreement dated December 19, 1995 between David Block and Affinity Road and Travel Club, Inc., a wholly owned subsidiary of the Company.(9) |  | 10.25 |  | 
|Agreement between Ganis Credit Corporation and the Company dated September, 1995.(9)                                                                      |  | 10.26 |  | 

59

---

|Stock Purchase Agreement for Ehlert Publishing Group, Inc.(10)                                                                            |  | 10.27 |  |   
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | --
|First Amendment dated January 7, 1997 to Ehlert Stock Purchase Agreement.(11)                                                             |  | 10.28 |  |   
|Addendum to National General Insurance Contract Dated January 13, 1994.(13)                                                               |  | 10.29 |  |   
|Agreement with Cross Country Motor Club, Inc. dated October 10, 1997, as amended.(13)                                                     |  | 10.30 |  |   
|Stock Purchase Agreement dated as of February 25, 1997, by and among the Shareholders of Camping World, Inc. and Affinity Group, Inc.(12) |  | 10.31 |  |   
|Engagement Agreement between JBMC, Inc. and the Company dated September 8, 1996.(13)                                                      |  | 10.32 |  |   
|Note Receivable dated December 30, 1996 between Joe McAdams and the Company.(13)                                                          |  | 10.33 |  |   
|Amendment to Employment Agreement dated August 1, 1993 between Stephen Adams and the Company(13)                                          |  | 10.34 |  |   
|Form of Phantom Stock Agreements, between certain executives and the Company(13)                                                          |  | 10.35 |  |   
|Amendment to Employment Agreement dated August 1, 1993 between Stephen Adams and the Company(16)                                          |  | 10.36 |  |   
|Purchase Agreement for AGI Real Estate Holdings, Inc.(16)                                                                                 |  | 10.37 |  |   
|Sales Agreement for Affinity Insurance Group, Inc.(16)                                                                                    |  | 10.38 |  |   
|Stock Purchase Agreement between Affinity Group Thrift Holding Corp. and Affinity Bank Holdings LLC(17)                                   |  | 10.39 |  |   
|Member Control Agreement of Affinity Bank Holdings LLC(17)                                                                                |  | 10.40 |  |   
|Closing Agreement between Affinity Group Thrift Holding Corp. and Affinity Bank Holdings LLC(17)                                          |  | 10.41 |  |   
|Amendment to Employment Agreement dated August 1, 1993 between Stephen Adams and the Company(18)                                          |  | 10.42 |  |   
|Amendment to Employment Agreement dated August 1, 1993 between Stephen Adams and the Company                                              |  | 10.43 |  | 73
|Subsidiaries of the Registrant                                                                                                            |  | 21    |  | 74
|Power of Attorney                                                                                                                         |  | 24    |  | 75

---

60

---

A
copy of any of these exhibits will be furnished at a reasonable cost to any person upon receipt from such person of a written request for such exhibit. Such request should be sent to Affinity
Group, Inc., 64 Inverness Drive East, Englewood, Colorado 80112, Attention: Chief Financial Officer

61

---

QuickLinks