DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF SIX FLAGS ENTERTAINMENT CORP MANAGEMENT (Form 10-Q)

The following discussion and analysis contains forward-looking statements
relating to future events or our future financial performance, which involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements. Please see the discussion
regarding forward-looking statements included under the caption "Cautionary
Note Regarding Forward-Looking Statements" included elsewhere in this Quarterly
Report and "Item 1A. Risk Factors" in the 2021 Annual Report and in this
Quarterly Report for further discussion of the uncertainties, risks and
assumptions associated with these statements.

The following discussion and analysis presents information that we believe is
relevant to an assessment and understanding of our condensed consolidated
balance sheets and results of operations. This information should be read in
conjunction with the condensed consolidated financial statements, and the notes
thereto, and other financial data included elsewhere in this Quarterly Report.
The following information should also be read in conjunction with our audited
consolidated financial statements, and the notes thereto, and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in the
2021 Annual Report.

Use of certain per capita metrics

We use certain per capita metrics that are non-GAAP measures of the performance
of our business on a per guest basis and believe that these metrics provide
relevant and useful information for investors because they assist in comparing
our operating performance on a consistent basis, make it easier to compare our
results with those of other companies and our industry and allows investors to
review performance in the same manner as our management.

Total guest spending per capita is the total revenue of our guests,

? per guest, through entrances and expenses in the park. total guest

   spending per capita is calculated by dividing the sum of park admissions
   revenue and park food merchandise and other revenue by total attendance.

Admission revenue per capita is the total income of our guests,

? per guest to enter our parks. Entrance fee is per capita

calculated by dividing the revenue from park admissions by the total number of visitors.

Per capita revenue without admission is the total revenue generated by ours

? guests, per guest, on items sold at our parks such as groceries,

games and goods. Non-admission revenues per capita are calculated by

Divide park food, merchandise, and other revenue by total attendance.

Overview

General

We are the largest regional theme park operator in the world and the largest
operator of waterparks in North America based on the number of parks we operate.
Of our 27 regional theme parks and waterparks, 24 are located in the United
States, two are located in Mexico and one is located in Montreal, Canada. Our
parks are located in geographically diverse markets across North America and
generally offer a broad selection of state-of-the-art and traditional thrill
rides, water attractions, themed areas, concerts and shows, restaurants, game
venues and retail outlets, providing a complete family-oriented entertainment
experience. We work continuously to improve our parks and our guests'
experiences and to meet our guests' evolving needs and preferences.

The results of operations for the three and nine months ended October 2, 2022
and October 3, 2021, are not indicative of the results expected for the
full year. Typically, our park operations generate more than half of their
annual revenue during the period from Memorial Day to Labor Day each year while
expenses are incurred year-round. During the first quarter of 2021, many of our
parks remained closed or had capacity limits or other restrictions affecting

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Participation; However, starting in the second quarter of 2021, the magnitude of the impact related to COVID-19 became less severe.

Our revenue is derived from (i) the sale of tickets (including season passes,
summer passes, annual passes and memberships) for entrance to our parks (which
accounted for approximately 55% and 54% of total revenue during the nine months
ended October 2, 2022 and October 3, 2021, respectively), (ii) the sale of food
and beverages, merchandise, games and attractions, parking and other services
inside our parks, and (iii) sponsorship, international agreements and
accommodations. Revenue from ticket sales and in-park sales are primarily
impacted by park attendance and guest spending. Revenue from sponsorship,
international agreements and accommodations can be impacted by the term, timing
and extent of services and fees under these arrangements, which can result in
fluctuations from quarter to quarter and year to year.

Our principal costs of operations include salaries and wages, employee benefits,
advertising, third party services, repairs and maintenance, utilities, rent and
insurance. A large portion of our expenses is relatively fixed when our parks
are operating, as our costs for full-time employees, maintenance, utilities,
rent, and insurance do not vary significantly with attendance.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States ("U.S. GAAP") requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent liabilities as of the date of the
financial statements and the reported amounts of revenues and expenses earned
and incurred during the reporting period. Critical accounting estimates are
fundamental to the portrayal of both our financial condition and results of
operations and often require difficult, subjective and complex estimates and
judgments. We evaluate our estimates and assumptions on an ongoing basis using
historical experience and other factors, including the current economic
environment, which we believe to be reasonable under the circumstances. We
adjust such estimates and assumptions when facts and circumstances dictate. As
future events and their effects cannot be determined with precision, actual
results could differ significantly from these estimates. Changes in these
estimates resulting from the continuing changes in the economic environment will
be reflected in the financial statements in future periods. With respect to our
critical accounting policies and estimates, there have been no material
developments or changes from the policies and estimates discussed in the 2021
Annual Report.

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Results of Operations

Three months ended October 2, 2022 Compared to three months ended October 3, 2021

The following table contains summary financial information for the past three months October 2, 2022 and October 3, 2021:

                                                          Three Months Ended               Percentage Change (%)
(Amounts in thousands, except percentage and
per capita data)                                 October 2, 2022      October 3, 2021          2022 to 2021
Total revenue                                   $         504,831    $         638,284                 (21)     %
Operating expenses                                        181,162              228,119                 (21)     %
Selling, general and administrative expenses               38,234               64,356                 (41)     %
Cost of products sold                                      40,164               54,100                 (26)     %
Other net periodic pension benefit                        (1,480)                 (76)                   NM
Depreciation and amortization                              30,186               28,053                    8     %
Loss on disposal of assets                                  5,038          
       624                   NM
Interest expense, net                                      34,197               38,095                 (10)     %
Other expense, net                                            521                  346                  N/M
Income before income taxes                                176,809          
   224,667                 (21)     %
Income tax expense                                         38,654               46,543                 (17)     %
Net income                                                138,155              178,124                 (22)     %
Less: Net income attributable to
noncontrolling interests                                 (22,326)             (20,883)                    7     %
Net income attributable to Six Flags
Entertainment Corporation                       $         115,829    $     
   157,241                 (26)     %

Other Data:
Attendance                                                  8,032               12,029                 (33)     %


Revenue

Revenue recognized for the three months ended October 2, 2022, totaled $504.8
million, a decrease of $133.5 million, or 21%, compared to the $638.3 million
recognized for the three months ended October 3, 2021. The decrease was
attributable to an attendance decrease of 33%, partially offset by a $2.6
million increase in "Sponsorship, international agreements and accommodations"
revenue. The decrease in attendance was driven by an increase in ticket prices
and the elimination of free tickets and heavily-discounted product offerings.

Total guest spending per capita, which excludes sponsorship, international
agreements and accommodations revenue, for the three months ended October 2,
2022, increased by $8.94, to $60.96, compared to the three months ended October
3, 2021, driven by a $6.23, or 22%, increase in admissions revenue per capita
and a $2.71, or 12%, increase in In-park spending per capita. The higher
admissions per capita reflects higher realized ticket pricing and a higher mix
of single day guests. The increase in In-park spending per capita reflects the
Company's in-park pricing initiatives.

operating expenses

Operating expenses for the three months ended October 2, 2022, decreased $46.9
million, or 21%, compared to the three months ended October 3, 2021, primarily
as a result of lower labor expenditures at the parks due to a reduction in
operating hours and more efficient labor scheduling and lower incentive costs,
as well as the moving of some back-office functions to a shared-services center,
which shifted some operating costs to selling, general and administrative
expenses. These decreases were partially offset by generally higher salaries,
wages, utilities and maintenance resulting from inflationary pressures.

selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended October
2, 2022, decreased $26.1 million, or 41%, compared to the three months ended
October 3, 2021. The decrease was primarily attributable to reduced advertising
expenses and lower personnel costs. The decline in personnel costs was primarily
driven by lower bonus accruals, stock-based compensation and headcount
reductions. These reductions were partially offset by higher costs

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due to the movement of some back-office functions to a shared-services center,
which shifted a portion of costs from operating expenses to selling, general and
administrative expenses.

Cost of products sold
Cost of products sold in the three months ended October 2, 2022, decreased $13.9
million, or 26%, compared to the three months ended October 3, 2021, primarily
as a result of a decrease in total sales. Costs of products sold as a percentage
of in-park revenue for the three months ended October 2, 2022 decreased slightly
relative to the prior year period, primarily as a result of the mix of in-park
revenue, an increase in retail prices, and a reduction in membership discounts,
partially offset by higher unit costs for food and retail items.

depreciation and amortization

Depreciation and amortization expense for the three months ended October
2, 2022, increased $2.1 million, or 8%, compared to the three months ended
October 3, 2021. The increase in depreciation and amortization expense is
primarily the result of decreased capital expenditures during 2020 due to the
COVID-19 pandemic, which reduced depreciation expense in 2021 as compared to
2022 as our capital expenditures returned to more normalized levels.

Loss on disposal of assets

We recognized a $5.0 million loss on disposal of assets for the three months
ended October 2, 2022, compared to a loss on disposal of assets of $0.6 million
for the three months ended October 3, 2021. These losses on disposal of assets
were primarily driven by the write-off of assets in conjunction with our ongoing
capital plan.

Interest expense, net
Interest expense, net decreased $3.9 million, or 10%, for the three months ended
October 2, 2022. The decrease is primarily attributable to the redemption of
$360.0 million aggregate principal amount of our senior secured 7.000% Notes due
2025 during the quarter ended July 3, 2022. This decrease was partially offset
by borrowings under our revolving credit facility and higher interest rates
on
our floating rate debt.

Income tax expense (benefit)

Income tax expense for the three months ended October 2, 2022 was $38.7 million
reflecting an effective tax rate of 21.9%. The difference between our effective
tax rate and the federal statutory rate primarily results from state and foreign
income taxes and certain nondeductible expenses, including nondeductible
executive compensation.

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Results of Operations

Nine months over October 2, 2022 Compared to Nine months ended October 3, 2021

The following table contains summarized financial information for the past nine months October 2, 2022 and October 3, 2021:

                                                          Nine Months Ended                Percentage Change (%)
(Amounts in thousands, except per capita
data)                                            October 2, 2022      October 3, 2021          2022 to 2021
Total revenue                                   $       1,078,360$       1,180,095                  (9) %
Operating expenses                                        464,688              504,530                  (8) %
Selling, general and administrative expenses              131,139              150,687                 (13) %
Costs of products sold                                     85,989              100,509                 (14) %
Other net periodic pension benefit                        (4,851)              (3,409)                   42 %
Depreciation and amortization                              86,772               84,938                    2 %
Loss on disposal of assets                                  3,036                1,863                  (1) %
Interest expense, net                                     107,705              114,563                  (6) %
Loss on debt extinguishment                                17,533                    -                  N/M
Other expense, net                                          1,882                8,796                 (79) %
Income before income taxes                                184,467          
   217,618                  N/M
Income tax expense                                         44,257               43,930                    1
Net income                                                140,210              173,688                  N/M
Less: Net income attributable to
noncontrolling interests                                 (44,651)             (41,766)                    7 %
Net loss attributable to Six Flags
Entertainment Corporation                       $          95,559    $     
   131,922                 (28)     %

Other Data:
Attendance                                                 16,371               21,924                 (25)     %


Revenue

Revenue recognized for the nine months ended October 2, 2022, totaled $1,078.4
million, a decrease of $101.7 million, or 9%, compared to the $1,180.1 million
recognized for the nine months ended October 3, 2021. The decrease was primarily
attributable to an attendance decrease of 25%. The lower attendance was driven
by an increase in ticket prices and elimination of free tickets and
heavily-discounted product offerings. In addition, due to the adoption of a
fiscal reporting calendar commencing January 1, 2021, there were three fewer
days in the first nine months 2022 compared to the first nine months 2021, which
accounted for 89 thousand additional guests in the first nine months 2021.

Total guest spending per capita, which excludes sponsorship, international
agreements and accommodations revenue, for the nine months ended October 2,
2022, increased by $11.39, to $63.63, compared to the nine months ended October
3, 2021, driven by a $7.42, or 26%, increase in admissions revenue per capita
and a $3.98, or 17%, increase in In-park spending per capita. The higher
admissions per capita reflects higher realized ticket pricing and a higher mix
of single day guests. The increase in In-park spending per capita reflects the
benefits of our revenue management initiatives related to our premiumization
strategy and in-park initiatives.

operating expenses

Operating expenses for the nine months ended October 2, 2022, decreased $39.8
million, or 8%, compared to the nine months ended October 3, 2021, primarily as
a result of lower labor expenditures at the parks due to a reduction in
operating hours and more efficient labor scheduling as well as the moving of
some back-office functions to a shared-services center, which shifted some
operating costs to selling, general and administrative expenses. These decreases
were partially offset by increased operating expenses at our California and
Mexico parks in the first quarter of 2022, as these parks were closed due to
COVID-19 during the first quarter of 2021 and generally higher salaries, wages,
utilities and maintenance resulting from inflationary pressures.

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selling, general and administrative expenses

Selling, general and administrative expenses for the nine months ended October
2, 2022, decreased $19.5 million, or 13%, compared to the nine months ended
October 3, 2021. The decrease was primarily attributable to reduced advertising
expenses and lower personnel costs. The decline in personnel costs was primarily
driven by lower bonus accruals, stock-based compensation and headcount
reductions. These reductions were partially offset by higher costs due to the
movement of some back-office functions to a shared-services center, which
shifted a portion of costs from operating expenses to selling, general and
administrative expenses.

cost of products sold

Cost of products sold in the nine months ended October 2, 2022, decreased $14.5
million, or 14%, compared to the nine months ended October 3, 2021, primarily as
a result of a decrease in total items sold. Costs of products sold as a
percentage of in-park revenue for the nine months ended October 2, 2022
decreased slightly relative to the prior year period, primarily as a result of
the mix of in-park revenue, an increase in retail prices, and a reduction in
membership discounts, offset by higher unit costs of food and retail items

depreciation and amortization

Depreciation and amortization expense for the nine months ended October 2, 2022,
increased $1.8 million, or 2%, compared to the nine months ended October 3,
2021. The increase in depreciation and amortization expense is primarily the
result of decreased capital expenditures during 2020 due to the COVID-19
pandemic, which reduced depreciation expense in 2021 as compared to 2022 as our
capital expenditures returned to more normalized levels.

Loss on disposal of assets

We recognized a $3.0 million loss on disposal of assets for the nine months
ended October 2, 2022, compared to a loss on disposal of assets of $1.9 million
for the nine months ended October 3, 2021. These losses on disposal of assets
were primarily driven by the write-off of assets in conjunction with our ongoing
capital plan.

Interest expense, net

Interest expense, net decreased $6.9 million, or 6%, for the nine months ended
October 2, 2022 compared to the nine months ended October 3, 2021. The decrease
is primarily attributable to the redemption of $360.0 million aggregate
principal amount of our senior secured 7.000% Notes due 2025 during the quarter
ended July 3, partially offset by borrowings under our revolving credit facility
and higher interest rates on our floating rate debt.

loss on debt settlement

Loss on debt extinguishment was $17.5 million for the nine months ended October
2, 2022. We incurred a $17.5 million charge upon the repayment of $360.0 million
of the 2025 Notes containing $12.6 million for the premium paid above par and
$5.0 million for the write-off of deferred financing costs related to the
transaction.

Income tax expense (benefit)

Income tax expense for the nine months ended October 2, 2022, was $44.3 million.
The difference between the federal statuatory rate and our effective tax rate
was driven by a $4.0 million discrete tax assessment in Mexico. Our income tax
expense was also driven by state and foreign income taxes and nondeductible
expenses, including certain nondeductible executive compensation.

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Calculation of the EBITDA for the past three and nine months October 2, 2022 and
October 3, 2021

We mainly manage our business with three different metrics; Modified EBITDA, Adjusted EBITDA and Adjusted EBITDA less investments.

"Modified EBITDA," a non-GAAP measure, is defined as our consolidated income
(loss) from continuing operations: excluding the following: the cumulative
effect of changes in accounting principles, discontinued operations gains or
losses, income tax expense or benefit, restructure costs or recoveries,
reorganization items (net), other income or expense, gain or loss on early
extinguishment of debt, equity in income or loss of investees, interest expense
(net), gain or loss on disposal of assets, gain or loss on the sale of
investees, amortization, depreciation, stock-based compensation, and fresh start
accounting valuation adjustments. Modified EBITDA, as defined herein, may differ
from similarly titled measures presented by other companies. Management uses
non-GAAP measures for budgeting purposes, measuring actual results, allocating
resources and in determining employee incentive compensation. We believe that
Modified EBITDA provides relevant and useful information for investors because
it assists in comparing our operating performance on a consistent basis, makes
it easier to compare our results with those of other companies in our industry
as it most closely ties our performance to that of our competitors from a
park-level perspective and allows investors to review performance in the same
manner as our management.

"Adjusted EBITDA," a non-GAAP measure, is defined as Modified EBITDA minus the
interests of third parties in the Modified EBITDA of properties that are less
than wholly owned (consisting of Six Flags Over Georgia, Six Flags White Water
Atlanta and Six Flags Over Texas). Adjusted EBITDA is approximately equal to
"Parent Consolidated Adjusted EBITDA" as defined in our secured credit
agreement, except that Parent Consolidated Adjusted EBITDA excludes Adjusted
EBITDA from equity investees that is not distributed to us in cash on a net
basis and has limitations on the amounts of certain expenses that are excluded
from the calculation. Adjusted EBITDA as defined herein may differ from
similarly titled measures presented by other companies. Our board of directors
and management use Adjusted EBITDA to measure our performance and our current
management incentive compensation plans are based largely on Adjusted EBITDA. We
believe that Adjusted EBITDA is frequently used by all our sell-side analysts
and most investors as their primary measure of our performance in the evaluation
of companies in our industry. In addition, the instruments governing our
indebtedness use Adjusted EBITDA to measure our compliance with certain
covenants and, in certain circumstances, our ability to make certain borrowings.
Adjusted EBITDA, as computed by us, may not be comparable to similar metrics
used by other companies in our industry.

"Adjusted EBITDA minus capex," a non-GAAP measure, is defined as Adjusted EBITDA
minus capital expenditures net of property insurance recoveries. Our board of
directors and management use Adjusted EBITDA to measure our performance and our
current management incentive compensation plans are based largely on Adjusted
EBITDA minus capex. Adjusted EBITDA minus capex as defined herein may differ
from similarly titled measures presented by other companies.

Modified EBITDA, Adjusted EBITDA and Adjusted EBITDA minus capex are not
recognized terms under US GAAP and should not be considered in isolation or as a
substitute for a measure of our financial performance prepared in accordance
with US GAAP. These metrics are not indicative of income or loss as determined
under US GAAP. Modified EBITDA, Adjusted EBITDA and Adjusted EBITDA minus capex
as presented may not be comparable to similarly titled measures of other
companies due to varying methods of calculation.

The following tables show a reconciliation of net income to modified EBITDA, adjusted EBITDA and adjusted EBITDA less capital expenditures for the three and nine month ended periods October 2, 2022 and October 3, 2021:

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                                                                          Three Months Ended                        Nine Months Ended
(Amounts in thousands, except per share data)                    October 2,

2022 October 3, 2021October 2, 2022October 3, 2021
net income

                                                      $         

$138,155 $178,124 $140,210 $173,688 Income tax expense

                                                         38,654               46,543               44,257               43,930
Other expense, net (2)                                                        521                  346                1,882                8,796
Loss on debt extinguishment                                                     -                    -               17,533                    -
Interest expense, net                                                      34,197               38,095              107,705              114,563
Loss (gain) on disposal of assets                                          
5,038                  624                3,036                1,863
Amortization                                                                    5                    6                   16                   17
Depreciation                                                               30,181               28,047               86,756               84,921
Stock-based compensation                                                    1,676                7,876                9,124               17,514
Modified EBITDA (3)                                             $        

$248,427 $299,661 $410,519 $445,292 Minority interest in EBITDA of certain operations (4)

                 (22,326)             (20,883)             (44,651)             (41,766)
Adjusted EBITDA (3)                                             $         

$226,101 $278,778 $365,868 $403,526 Capital Expense, Less Property Insurance Reimbursement (5)

             (18,041)             (19,565)             (73,383)             (61,815)
Adjusted EBITDA minus capex (3)                                 $         

$208,060 $259,213 $292,485 $341,711

Adjusted EBITDA for the three months ended October 2, 2022, decreased $52.7
million compared to the three months ended October 3, 2021. This was primarily
driven by a $133.5 million decrease in revenue for the period, which was
partially offset by a decrease in operating expenses, cost of products sold and
sales, general and administrative expenses. Capital expenditures, net of
property insurance recovery, decreased by $1.6 million.

Adjusted EBITDA for the nine months ended October 2, 2022, decreased $37.6
million compared to the nine months ended October 3, 2021. This was primarily
driven by a $101.7 million decrease in revenue, which was partially offset by a
decrease in operating expenses, cost of products sold and sales, general and
administrative expenses. Capital expenditures, net of property insurance
recovery, increased by $11.6 million due decreased spending in the prior year
period when COVID-19 led to more uncertainty and decreased capital spending
during the first and second quarters.

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Liquidity, capital commitment and resources

On an annual basis, our principal sources of liquidity are cash generated from
operations, funds from borrowings and existing cash on hand. Our principal uses
of cash typically include the funding of working capital obligations, debt
service, investments in parks (including capital projects), common stock
dividends, payments to our partners in the Partnership Parks, and common stock
repurchases.

Holdings did not pay any dividends during the nine months ended October 2, 2022
and October 3, 2021. During the nine months ended October 3, 2021, we paid $0.5
million to employees with dividend equivalent rights for previously declared
dividends due upon the vesting of the related shares. These dividends were
declared prior to the suspension of dividend payments in connection with the
increase in the Second Amended and Restated Revolving Loan in April 2020.

As of October 2, 2022, Holdings has repurchased 8,071,000 shares of common stock
at a cumulative cost of approximately $365.1 million and an average cost per
share of $45.24 under its approved stock repurchase program, leaving
approximately $134.9 million available for permitted repurchases. The stock
price of Holdings' common stock could be adversely affected if our cash dividend
rate or common stock repurchase activity differs from investors' expectations.

Based on historical and anticipated operating results, we believe cash flow from
operations, available cash and amounts available under the Second Amended and
Restated Credit Facility will be adequate to meet our liquidity needs for at
least the next twelve months, including any anticipated requirements for working
capital, capital expenditures, scheduled debt service and obligations under
arrangements relating to the Partnership Parks. Additionally, we expect to be
able to use federal net operating loss carryforwards to reduce our federal
income tax liability for several years. For the years 2022 through 2024, we have
significant federal net operating loss carryforwards subject to an annual
limitation that will offset approximately $32.5 million of taxable income per
year. We expect taxable income in excess of the annual limitation in those years
will be offset by net operating losses generated during 2020. In accordance with
the CARES Act, net operating loss carryforwards generated in 2020 are not
subject to expiration and will carryforward indefinitely.

Our current and future liquidity is greatly dependent upon our operating
results, which are driven largely by overall economic conditions as well as the
price and perceived quality of the entertainment experience at our parks. Our
liquidity could also be adversely affected by a disruption in the availability
of credit as well as unfavorable weather; natural disasters; contagious
diseases, such as Ebola, Zika, swine flu, COVID-19, Monkeypox or other diseases;
accidents or the occurrence of an event or condition at our parks, including
terrorist acts or threats inside or outside of our parks; negative publicity; or
significant local competitive events, which could materially reduce paid
attendance and revenue related to that attendance at any of our parks. While we
work with local police authorities on security-related precautions to prevent
certain types of disturbances, we can make no assurance that these precautions
will be able to prevent these types of occurrences. However, we believe our
ownership of many parks in different geographic locations reduces the effects of
adverse weather and these other types of occurrences on our consolidated
results. If such an adverse event were to occur, we may be unable to borrow
under the Second Amended and Restated Revolving Loan or may be required to repay
amounts outstanding under the Second Amended and Restated Credit Facility and/or
may need to seek additional financing. In addition, we expect we may be required
to seek additional financing to refinance all or a significant portion of our
existing debt on or prior to maturity. The degree to which we are leveraged
could adversely affect our ability to obtain any additional financing. See
"Cautionary Note Regarding Forward-Looking Statements" and "Item 1A. Risk
Factors" in the 2021 Annual Report and in this Quarterly Report.

On July 1, 2022, we redeemed $360.0 million in aggregate principal amount of our
senior secured 7.000% Notes due 2025 at a redemption price of 103.5%. We
recorded a loss on debt extinguishment of $17.5 million in connection with the
redemption. As of October 2, 2022, the total principal amount of our outstanding
debt was approximately $2,403.5 million. As of October 2, 2022, based on
(i) non-revolving credit debt outstanding on that date, (ii) estimated interest
rates for floating-rate debt, and (iii) the 2024 Notes, the 2025 Notes and the
2027 Notes, we anticipate annual cash interest payments of approximately $150
million and $140 million during 2022 and 2023, respectively.

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As of October 2, 2022, we had approximately $73.3 million of unrestricted cash
and $219.0 million available for borrowing under the Second Amended and Restated
Revolving Loan. Our ability to borrow under the Second Amended and Restated
Revolving Loan depends on compliance with certain conditions, including a
maximum senior secured net leverage maintenance covenant, a minimum liquidity
covenant, and the absence of any material adverse change in our business or
financial condition. If we were to become unable to borrow under the Second
Amended and Restated Revolving Loan, and we failed to meet our projected results
from operations significantly, we might be unable to pay in full our off-season
obligations. A default under the Second Amended and Restated Revolving Loan
could permit the lenders under the Second Amended and Restated Credit Facility
to accelerate the obligations thereunder. The Second Amended and Restated
Revolving Loan expires on April 17, 2024. The terms and availability of the
Second Amended and Restated Credit Facility and other indebtedness are not
affected by changes in the ratings issued by rating agencies in respect of our
indebtedness. For a more detailed description of our indebtedness, see Note 3 to
the unaudited condensed consolidated financial statements included in this
Quarterly Report.

We regularly make capital investments for new rides and attractions in our
parks. In addition, each year we make capital investments in the food, retail,
games and other in-park areas to increase guest spending per capita. We also
make annual enhancements to theming and landscaping of our parks in order to
provide a more complete family-oriented entertainment experience; and invest in
our information technology infrastructure to attain operational efficiencies. We
regularly perform maintenance capital enhancements, with most expenditures made
during the off-season. Repairs and maintenance costs for materials and services
associated with maintaining assets, such as painting and inspecting existing
rides, are expensed as incurred and are not included in capital expenditures.

During the nine months ended October 2, 2022, net cash provided by operating
activities was $193.8 million, compared to net cash provided by operating
activities of $305.9 million in the prior year period. Net cash used in
investing activities during the nine months ended October 2, 2022, and October
3, 2021, was $73.4 million and $61.8 million, respectively, consisting primarily
of capital expenditures, net of property insurance recoveries. The additional
investment spending during the nine months ended October 2, 2022 reflects the
reduction in the effects of COVID-19 on our capital budget. Net cash used in
financing activities during the nine months ended October 2, 2022, was $383.2
million and was primarily due to the repayment of $360.0 million repayment on
the 2025 Notes and $96.8 million in stock repurchases, which was partially
offset by net borrowings of $110.0 million on the Second Amended and Restated
Revolving Loan. Net cash used in financing activities was $11.9 million during
the nine months ended October 3, 2021, primarily due to distributions to
noncontrolling interests partially offset by proceeds received from the exercise
of stock options.

Since our business is both seasonal in nature and involves significant levels of
cash transactions, our net operating cash flows are largely driven by attendance
and guest spending per capita levels. Most of our cash-based expenses are
relatively fixed and do not vary significantly with either attendance or
spending per capita assuming that the parks are operating in the normal course.

As the war in Ukraine has continued and sanctions, export controls and other
measures are imposed against Russia, Belarus and specific areas of Ukraine, the
war is increasingly affecting the global economy and financial markets, as well
as exacerbating ongoing economic challenges, including rising inflation and
global supply-chain disruption. We will continue to monitor the impacts of the
Russia-Ukraine war on macroeconomic conditions and continually assess the effect
these matters may have on consumer demand, our suppliers' ability to deliver
products, cybersecurity risks and our liquidity and access to capital.

                                       35

  Table of Contents

Contractual Obligations

Since January 2, 2022, there have been no material changes to the contractual
obligations of the Company outside the ordinary course of the Company's business
outside of the early paydown of $360.0 million on the 2025 Notes and borrowing
$110.0 million under the Second Amended and Restated Revolving Loan.

                                                                       Payment Due by Period
(Amounts in thousands)                        2022      2023 - 2024      2025 - 2026      2027 and beyond       Total
Long-term debt including current portion
(2025 Notes and Second Amended and
Restated Revolving Loan) (1)                 $    -    $     110,000    $  
  365,000    $               -    $ 475,000
Interest on 2025 Notes (1)                        -           51,100           25,550                    -       76,650

(1) See Note 3 to the Condensed Consolidated Financial Statements included elsewhere in this report for a further discussion of long-term debt.

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